A N N U A L R E P O R T
2023
Helloworld Travel Limited and Controlled Entities
Annual Report for the year ended 30 June 2023
C O N T E N T S
S E C T I O N O N E
Corporate Information
Annual Report 2023 Glossary
Helloworld Travel Limited - Our Brands and Businesses
Report from the Chairman
Report from the CEO and Managing Director
Year in Review
Directors' Report
Auditor’s Independence Declaration
S E C T I O N T W O
Corporate Governance Statement
Consolidated Income Statement
Consolidated Statement of Other Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
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3
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52
60
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62
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64
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121
122
128
1
C O R P O R AT E I N F O R M AT I O N
Kalbarri National Park, WA
DIRECTORS
Garry Hounsell (Chairman)
Andrew Burnes, AO (Chief Executive Officer
and Managing Director)
SOLICITORS
Minter Ellison
447 Collins Street
Melbourne, VIC 3000
Cinzia Burnes
Rob Dalton
Hon. Martin Pakula
Leanne Coddington
STOCK EXCHANGE
Australian Securities Exchange Limited
Level 4, 20 Bridge Street
Sydney NSW 2000
GROUP COMPANY SECRETARY
Sylvie Moser
ASX CODE
ASX code: HLO
REGISTERED AND PRINCIPAL OFFICE
179 Normanby Road
South Melbourne VIC 3205
Telephone: +61 3 9867 9600
AUDITOR
Ernst & Young
8 Exhibition Street
Melbourne VIC 3000
2
SHARE REGISTRY
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street
Abbotsford, VIC 3067
www.computershare.com
1300 850 505 (within Australia) or
+61 3 9415 4000 (outside Australia)
WEBSITE
www.helloworldlimited.com.au
Helloworld Travel Limited Annual Report 2023 ANNUAL REPORT 2023 GLOSSARY
The following terms have been used through this Annual Report:
AGM
AOT
ASIC
ASX
CEO
CFO
Annual General Meeting
AOT Group Pty Limited and its controlled entities
Australian Securities & Investments Commission
Australian Securities Exchange
Chief Executive Officer
Chief Financial Officer
COMPANY
The parent entity, Helloworld Travel Limited
DMC
EBITDA
ETG
EPS
FAR
FIT
FY22
FY23
FY24
GROUP
Destination Management Company
Earnings before interest expense, tax, depreciation
and amortisation
Express Travel Group Pty Ltd
Earnings per share
Fixed Annual Remuneration
Flexible Independent Travel
Financial Year ended 30 June 2022
Financial Year ended 30 June 2023
Financial Year ended 30 June 2024
The Helloworld Travel Group, comprising Helloworld Travel
Limited and its controlled entities
HELLOWORLD TRAVEL
Helloworld Travel Limited
HLO
KMP
LTIP
MTA
PCP
STIP
TTV
VFR
Helloworld Travel Limited
Key Management Personnel
Long Term Incentive Plan
Mobile Travel Holdings Pty Limited and its controlled entities
Prior Comparative Period
Short Term Incentive Plan
Total Transaction Value
Visiting Friends and Relatives
3
helloworldlimited.com.au H E L L O W O R L D T R AV E L L I M I T E D - O U R B R A N D S A N D B U S I N E S S E S
RETAIL
Travel agencies who adopt full
Helloworld Travel branding on
their agencies and collateral
material. Operates in both
Australia and New Zealand.
Travel agencies who carry the
“Member of Helloworld Travel”
brand and value proposition
while maintaining their own
brand presence in market.
Australia’s largest network
of premium independently
owned corporate travel agents
and travel management
companies.
One of the largest
independent travel agency
networks in Australia and
New Zealand.
Australian based network with
loyal high-end clients managing
their own brand and marketing
while leveraging off the HLO
brand and the buying strengths
of the Helloworld Travel Group.
Australia’s leading group of mobile
travel agents for leisure and
corporate travel; utilising bespoke
technologies designed for home
based agents whilst utilising the
HLO Group buying power.
Part of ETG. One of the leading
buying groups in Australia. 'We
Speak Your Language' is the key
identifier for this group, made
up of agents predominantly
focused on Asian markets.
Australia’s largest Independent
buying network affiliated to
Helloworld Group, able to
leverage the strength of HLO’s
supplier relationships and
maintain their independence.
Part of ETG. Operates across
Australia using the ITT
brand plus their own specific
branding.
The Travel Brokers is one of
New Zealand's leading home
based travel specialists.
A branded franchise buying
group with over 30 members
operating in New Zealand.
One of the premier travel
agency brands in South
Australia. Phil Hoffmann Travel
operates leisure, business and
curated group travel services.
Independent Travel Group has
over 190 independently owned
and operated travel businesses
in Australia. A partnership
model allows members to tailor
a business based on their needs.
ETG’s buying group comprising
premium and independent
travel management companies
that operate in the high-
end leisure and corporate
travel space.
New Zealand’s leading
independent travel alliance,
providing members with
market efficiencies to enhance
customer experience in retail,
corporate & wholesale travel.
WHOLESALE
One of the largest wholesale
brands in Australia, offering an
extensive range of products
covering most destinations
throughout the world.
New Zealand’s longest serving
travel wholesaler offering its
travel agency distribution a
diverse and extensive range
of travel products around
the globe.
ReadyRooms offers travel
agents the ability to search,
compare and book an
extensive range of worldwide
accommodation and
activities online.
by
A new brand for discerning
clients focusing on high-
end, small group touring in
Australia and international
destinations.
Founded in 1967 by former
All Blacks fullback, Mick
Williment, Williment Travel
is New Zealand’s sports and
events travel specialists.
Provides travel agents with
everything they need to plan
and book their clients’ next
cruise holiday, combining an
unbeatable mix of service,
support and value.
Cruiseco is a specialist cruise
package wholesaler that provides
access to cruise line products
and creates exclusive fly/
cruise products and specialised
charters to help members grow
their cruise business.
4
Helloworld Travel Limited Annual Report 2023 DMC — AUSTRALIA – NEW ZEALAND – FIJI AND THE COOK ISLANDS
Established in 1989, AOT Inbound
is one of Australia’s longest
established inbound tour operator
in Australia, offering an excellent
booking platform and staff to
service the FIT and Group markets
from UK, Europe, USA and other
long-haul Western markets
A leading inbound tour
operator with offices in
Australia, NZ and Fiji, providing
specialty inbound services in
all three destinations for FIT
and Group markets from UK,
Europe, USA and other long-
haul Western markets.
Established in 1987 – ETA
is a leading Inbound Tour
Operator (Asian Specialist) -
working across 16 Countries
throughout Asia.
New Zealand’s largest
inbound tour operator
offering an excellent booking
platform and staff to service
both the FIT and Group
markets from UK, Europe,
USA and other long- haul
Western markets.
Australiareiser is the largest
wholesaler from Scandinavia
to Australia and the South
Pacific, operating from
Norway, Sweden and Denmark.
TECHNOLOGY
Mango is a B2B booking
engine used by Australia/
New Zealand travel
agents to search and book
accommodation, transfers,
car hire and tours. Mango
supports Viva Holidays,
Go Holidays, AOT Online,
ETA Online and ATS Pacific.
ResWorld is HLO’s bespoke
Retail Mid-Office Solution
with optimised booking
management workflows able
to import bookings from
multiple GDS systems. Agents
can automate payments
to suppliers and generate
documentation.
World class technology
providing travel agents with
a ticket processing system
subject to rigorous real-time
validation and a queuing
system the envy of global
consolidators.
SmartNDC is integrated
with IATA’s “New Distribution
Capabilities – NDC” and uses
the latest APIs and airline
technologies. With the ability
to shop, book, ticket, cancel, re-
shop, exchange and refund NDC
airline tickets via SmartFares
and SmartTickets solutions.
SmartFares® is a web based
shopping tool sourcing the
latest airline fares for our travel
agent customers. Locating
flight options for every airline in
the world, in real time 24/7.
CONSOLIDATION
TOUR OPERATING
™
Air Tickets is the travel
industry’s major airfare
distribution and ticketing
service consolidator, with a
24/7 web-based portal to real-
time airfares allowing agents
to shop, book and ticket in
one system.
Express Tickets is a service
focused consolidation division
backed by an advanced fares &
ticketing technology platform.
A market-leading consolidator
providing travel agencies, tour
operators and OTA’s with an
efficient, easy-to-use airfare
and airline ticketing solution.
Tourist Transport Fiji operates
a fleet of 40 vehicles providing
transfer services throughout
Fiji with sightseeing tours and
adventure packages under
the Great Sights and Feejee
Experience brands.
Entertainment Logistix is
Australia's largest freight
operator providing specialised
and dedicated purpose built
equipment for local and
international touring artists
and other entertainment
options operating a fleet of over
130 vehicles and trailers and
extensive warehousing facilities.
5
helloworldlimited.com.au R E P O RT F R O M T H E C H A I R M A N
2 0 2 2 / 2 3
The global travel industry has
always been extraordinarily
resilient and this rang true
throughout FY23.
The last half of FY22 saw the beginnings of the much
anticipated rebound in global travel, with capacity,
demand and prices all soaring compared to the
previous two years. This continued throughout FY23
with the end result being a 138% growth in TTV for
the year to $2.57 billion and an underlying EBITDA of
$44.1 million compared to a loss of $10.6 million for
the previous year.
The financial year just finished was, like the
previous year, a story of four quite different
quarters. Each quarter reflected significant growth
on the prior year as supply came back on-line and
confidence improved.
TOTA L T R A N SAC T I O N VA L U E ( T T V ) F O R C O N T I N U I N G O P E R AT I O N S ( $ 0 0 0 ' S )
$325,000
$300,000
$275,000
$250,000
$225,000
$200,000
$175,000
$150,000
$125,000
$100,000
$75,000
$50,000
$25,000
$0
6
JUL
AUG
SEP
OCT
NOV
DEC
JAN
FEB
MAR
APR
MAY
JUN
FY22
FY23
Helloworld Travel Limited Annual Report 2023 The June Quarter
From the beginning of FY23, TTV, which HLO
recognises on a travelled basis, was maintained at
the level reached only in the last month of FY22 and
after some consistency over the period July 22 to
May 23, June saw TTV of $310 million, our highest
level since 2019 on a like-for-like basis.
Our travel agency networks showed extraordinary
courage and tenacity handling this rapid rise in
demand from travellers on both sides of the Tasman.
Customers, both existing and new, now understand
more than ever the exceptional benefits that
using a professional travel agent brings to their
travel experiences.
I want to take this opportunity to thank my Board
colleagues for their efforts across the financial year
as the business grappled with more than doubling of
demand and the many challenges that brought with it.
Can I also thank our industry partners, all the
personnel at Helloworld Travel, and every single
travel agency and broker that are part of our
networks. It is inspiring to see all of our businesses
emerging from the pandemic and we look forward to
continuing our journey in the years ahead.
Garry Hounsell
Chairman
Helloworld Travel Limited
Melbourne, 28 August 2023
Fiji
7
R E P O RT F R O M T H E C E O A N D M A N AG I N G D I R E C TO R
T R AV E L A G E N T S…
T H E E S S E N T I A L I N G R E D I E N T
June 2022 saw record levels of departures and the
highest TTV since 2019 for HLO. This continued
throughout FY23 with June 2023 reaching $310
million for the month and 138% growth year on year.
By the end of the financial year all our operating
segments had returned to profitability.
This was despite the continued rise in interest
rates and significant cost of living increases
throughout the year and confirms our long held view
that for many, leisure travel is and remains a non-
discretionary component of the household budget.
And the fact that customers continued to purchase
premium fares at record levels also confirms our
view that as the huge amount of inter-generational
wealth transfer continues to rise, many people will
utilise the wealth of the baby-boomer generation to
travel as often and as far and wide as they can.
As travel has gained traction throughout FY23 our
agents have reported record booking volumes and
we stand by the comment that there has never been
a better time to be a travel agent. Agent's services
are more highly valued than ever and in our view
this will remain so for many years to come.
FY23 saw a number of acquisitions for the
business following on from the sale of Helloworld’s
Corporate and Entertainment Travel businesses to
Corporate Travel Management Limited (ASX: CTD).
Consideration for the sale in FY22 totalled $184.8
million.
In the second half of FY23 we announced three
acquisitions. The first, announced on 21 March 2023,
was the purchase of a 34% stake in Oslo based
Australiareiser, a Scandinavian travel retailer and
the launch customer for our mid-office system,
ResWorld, in Europe.
On 2 May 2023, we announced the acquisition of a
40% stake in South Australian based travel retailer
Phil Hoffmann Travel.
And on 22 June 2023 we announced the acquisition
of Express Travel Group (ETG) in Australia and
New Zealand.
The above transactions are now complete.
Throughout FY23 we continued to invest in our
proprietary systems, most particularly our wholesale
and inbound systems (“Mango” and “ReadyRooms”),
Over the last two decades
leisure travel has emerged as
a non-discretionary item in the
household budget. People want
to go on holidays, they want
to explore, and they want to
experience new things, cultures,
environments, food and people.
And people want an essential
ingredient to help plan and manage
the process… their travel agent.
From the dark days of March 2020, when we were
forced to rapidly reduce our workforce and shut
down much of our business, we are now seeing
travel returning to previous levels and we expect
that by FY25 TTV and revenues will return to pre-
COVID-19 levels.
It has been heart-warming to see how the agents and
brokers in our networks, our supplier partners, our
international wholesale partners and our amazing
team at Helloworld Travel have been able to rebuild
their businesses over the last 18 months.
8
Helloworld Travel Limited Annual Report 2023 Industry and staff resilience
Helloworld has now emerged from the toughest
period in its history thanks to the incredible efforts
of all our key stakeholders.
The effort from agents and from our own
transactional businesses has been massive as TTV
grew 138% over the last 12 months and as at 30 June
2023 our personnel numbers stood at 620.
A return to profitability in FY23 and
FY24 guidance
HLO released initial guidance for FY23 of an
underlying EBITDA of $22 million to $26 million.
As trading improved on the back of increased
supply, including the resumption of cruise, this was
upgraded in February to $28 million to $32 million
and again in April to $38 million to $42 million.
On the back of very strong trading in the June quarter,
underlying EBITDA was upgraded in August to $42
million to $45 million and has come in at $44.1
million for the full year.
Having reviewed our latest results, and considering
forward bookings for FY24 and contributions from
our recent acquisitions, Helloworld is releasing FY24
guidance to achieve an underlying EBITDA in the
range of $64 million to $72 million.
Andrew Burnes, AO
Chief Executive Officer and Managing Director
Helloworld Travel Limited
Melbourne, 28 August 2023
our Air Tickets booking engine (“Smart Tickets”) and
our retail agency mid-office platform (“ResWorld”).
These systems allow us to distribute products
and services to our 2460+ travel agents and travel
brokers throughout Australia and New Zealand
with enhancements designed to render our mutual
businesses more productive and with a broader
range of content.
We are very grateful for the ongoing support of our
supplier partners, the State Tourism Authorities, and
National Tourism Organisations supporting our sales
and marketing activities. They are very important
to our retail and wholesale operations and allow us
to put a wide range of product options in front of
customers throughout Australia and New Zealand.
In FY22, on a continuing operations basis (ie:
excluding the Corporate and Entertainment Travel
businesses), TTV was $1.08 billion with revenue and
other income of $69.3 million.
In FY23 TTV was $2.57 billion and revenues were
$165.9 million, significant improvements on the
previous year.
Capital management and dividends
When the pandemic struck, Helloworld had circa
$100 million of external bank debt. We emerged
from the pandemic with no external bank debt and
significant cash reserves. Our three acquisitions
in FY23 have been completed with the cash
components covered from existing resources and we
continue to maintain approximately $50 million in
available cash and considerable borrowing capacity
if needed.
In FY23, we saw a reduction in our interest expense
to zero and an increase in our interest income, with
prudent cash management of our surplus cash to
take advantage of the increase in cash rates over
the last 18 months. In addition to this, Helloworld’s
shareholding in CTM (ASX: CTD) remains a
significant asset.
We are pleased to announce a fully franked dividend
of 6 cents per share, payable on 22 September
2023. This takes the total dividends paid out since
September 2022 to 18 cents per share, fully franked.
9
helloworldlimited.com.au T R AV E L – A STO RY O F R E S I L I E N C E
The global travel industry shut down in February 2020 and over three years later it is still recovering from the
effects of the pandemic.
TOTA L O V E R S E AS A R R I VA L S ( M I L L I O N )
2.50
2.00
1.50
1.00
0.50
0.00
FY19
FY23
FY22
JUL
AUG
SEP
OCT
NOV
DEC
JAN
FEB
MAR
APR
MAY
JUN
Source: ABS (June 2023 data)
The above graph shows the ABS data on total overseas arrivals into Australia and although there has been
significant recovery, the numbers are not back to where they were in FY19 as yet. Total arrivals are tracking at
85% of FY19 levels.
TOTA L OV E R S E AS D E PA RT U R E S ( M I L L I O N )
2.50
2.00
1.50
1.00
0.50
0.00
FY19
FY23
FY22
JUL
AUG
SEP
OCT
NOV
DEC
JAN
FEB
MAR
APR
MAY
JUN
Source: ABS (June 2023 data)
This graph shows total overseas departures by month for FY19, FY22 and FY23 and while July 2022 showed a
difference of 700,000 this gap narrowed throughout FY23, and by end June 2023 numbers were just over 85%
of FY19 levels. We expect this improvement to continue in FY24 as capacity continues to grow and airfares
come down.
10
YEAR IN REVIEWHelloworld Travel Limited Annual Report 2023 Our inbound businesses are totally reliant on
international leisure visitors and the recovery in
inbound has been slower than outbound as reflected
in the graph to the right. The majority of arrivals are
for VFR rather than leisure.
While recovery has been strong from UK/Europe,
growth in leisure arrivals from North America is
slow and, with the exception of India, growth out of
Asia, including Japan and China has been very slow
as the graph below illustrates.
5
4
3
2
1
0
S H O RT T E R M V I S I TO R A R R I VA L S
- V F R & H O L I DAY ( M I L L I O N )
FY19
FY22
FY23
VISITING FRIENDS/RELATIVES
HOLIDAY
S O U R C E C O U N T RY O F F Y 2 3 S H O RT T E R M V I S I TO R A R R I VA L S ( % O F F Y 1 9 )
( I N C L U D I N G H O L I DAY A N D V F R )
Source: ABS (June 2023 data)
120%
100%
80%
60%
40%
20%
0%
NZ
UK Malaysia Singapore China
Japan
Hong
Kong
South
Korea
India
USA
ROW Total
Source: ABS (June 2023 data)
S H O RT T E R M V I S I TO R A R R I VA L S
AU ST R A L I A - R E AS O N F O R J O U R N E Y
Visiting Friends/
Relatives
Holiday
Business
Education
Employment
Conference
Other
0%
10% 20% 30% 40% 50% 60%
Source: ABS (June 2023 data)
FY19
FY22
FY23
In FY19, over 45% of visitor arrivals stated the main
purpose of their visit was for a holiday, compared to
35% for FY23. VFR travel as a percentage of total
visitor arrivals was 40% in FY23 compared to 30%
in FY19. Similar trends in outbound travel also saw a
major shift towards VFR and away from holiday travel
in the first half of FY23. We expect these percentages
to return to their long-term trends in FY24 and FY25.
The data indicates that recovery will continue
throughout the year ahead and we expect FY25 to
return to FY19 levels, or even greater, on the condition
there is increased airline capacity from / to Australia.
HLO has undertaken extensive product development
throughout FY23 and we now have in place a growing
selection of content and collateral material to
promote our key destinations, both within Australia
and New Zealand, and around the world. While the
selection is still quite a way from where it was in
11
helloworldlimited.com.au FY19, we anticipate that by FY25 we will have all
major destinations and categories covered from a
content perspective.
Campaign activity with a wide range of destination
and product partners has been well received in
FY23 with an expanded range of activities and
destinations planned for FY24 and beyond, together
with strategic brand campaigns in both Australia
and New Zealand. The trend for luxury travel and
experiences remains high as does demand for
Premium Economy, Business Class and First Class
for long haul international flights. In Q4 FY24, we
will be launching our new luxury offering including an
expanded Ultimate Journeys range and an exclusive
range of premium hotels with tailored special
offerings for our key networks.
Our FY22 annual report stated: “The demand for
domestic cruises is strong, however, customers are
looking to cruise further afield with international
cruises to Europe and the United States now
bouncing back.”
This turned out to be something of an
understatement. As cruise capacity returned
throughout the year, HLO’s cruise wholesale and
retail booking volumes grew very significantly albeit
from a low base. By the end of FY23 cruise was
getting back to pre-Covid levels with most major
cruise lines at or nearing pre-COVID-19 capacity
and a range of Australian and New Zealand based
ships are offering a greatly expanded number of
departures for FY24 and beyond, many of which
were sold out by the end of FY23.
Cunard’s Queen Elizabeth which is based in Australia from 27 Nov 23 – 10 Mar 24 offering a range of 3, 7, 14, 21 and 28 day itineraries in
Australia and New Zealand.
12
YEAR IN REVIEWHelloworld Travel Limited Annual Report 2023 HELLOWORLD RETAIL NETWORKS
Helloworld Travel emerged from the pandemic with
most of its retail network business intact.
In addition, the Helloworld Travel Academy was
launched in March 2023 in New Zealand.
With the acquisition of Express Travel Group, HLO
has approximately 2,460 agencies and brokers
throughout Australia and New Zealand in our agency
and broker networks.
Throughout FY23 virtually all of the agents in our
networks and buying groups, on both sides of the
Tasman, reported the demand for their services was
extremely strong and this is continuing into FY24.
In order to help grow personnel numbers in the retail
sector we launched the Helloworld Travel Academy
in Australia in May 2022 and at the end of FY23
over 325 trainees have enrolled and are actively
pursuing their Certificate III in Travel through the
academy. We have already successfully graduated
our first participants, with a consistent flow of
course completions anticipated throughout 2023.
The purpose of the Helloworld Travel Academy is
to resource, train and retain employees with the
initial focus to attract and train new employees
into the industry and to set them up for success in
their career with Helloworld Travel. Additionally, we
are offering other training programs both virtually
and face to face, to cater for the ongoing learning
and development of our owners, managers and
consultants in the Helloworld networks.
We were very pleased to re-sign our Commercial
Purchasing Agreement for a further five years
with Travellers Choice, a network of 115 agencies
in Australia and with the acquisition of ETG our
network footprint will expand further in FY24 on
both sides of the Tasman.
13
helloworldlimited.com.au W H O L E S A L E & I N B O U N D
Our Wholesale and Inbound divisions were both
dramatically impacted by COVID-19 with our
domestic wholesale being the only viable operation
remaining for over 2 1/2 years.
With the opening of international borders, and
the resumption of cruise in mid-2022, we saw our
wholesale numbers to major destinations start to
increase throughout FY23; including demand for
long haul destinations including North America,
Europe and the UK.
At the same time, sales from our Inbound division
and our wholesale partners around the world, have
also increased and are now back at over 60% of
2019 levels with forward bookings in Australia and
New Zealand continuing to improve.
We now have inbound customers back in 48 countries
around the world, we have re-signed with our major
wholesale partners, and we have also signed up a
number of new partners over the last six months.
2024-2025 BROCHURE RANGE
2024-2025 BROCHURE RANGE
AUSTRALIA
AUSTRALIA
2024-2025 BROCHURE RANGE
2024-2025 BROCHURE RANGE
AUSTRALIA
AUSTRALIA
NEW SOUTH WALES
INCLUDING CANBERRA
NORTHERN TERRITORY
& SOUTH AUSTRALIA
QUEENSLAND
NEW SOUTH WALES
NEW SOUTH WALES
INCLUDING CANBERRA
INCLUDING CANBERRA
NORTHERN TERRITORY
NORTHERN TERRITORY
& SOUTH AUSTRALIA
& SOUTH AUSTRALIA
QUEENSLAND
QUEENSLAND
TASMANIA
& VICTORIA
TASMANIA
TASMANIA
& VICTORIA
& VICTORIA
WESTERN
AUSTRALIA
WESTERN
WESTERN
AUSTRALIA
AUSTRALIA
ULTIMATE
JOURNEYS
EXCLUSIVE
ESCORTED GROUP JOURNEYS
JOURNEYS FOR THE INDEPENDENT TRAVELLER
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024 | 2025
2024-2025
2024-2025
INTERNATIONAL
INTERNATIONAL
INTERNATIONAL
INTERNATIONAL
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
BALI
BALI
BALI
CANADA
COOK ISLANDS
CANADA
CANADA
COOK ISLANDS
COOK ISLANDS
FIJI
FIJI
FIJI
GREECE
HAWAI’I
GREECE
GREECE
HAWAI’I
HAWAI’I
ITALY
ITALY
ITALY
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024
2024
2024
2024-2025
2024-2025
2024-2025
2024
2024
2024
SINGAPORE
& MALAYSIA
SINGAPORE
SINGAPORE
& MALAYSIA
& MALAYSIA
THAILAND
UK & IRELAND
THAILAND
THAILAND
UK & IRELAND
UK & IRELAND
USA
USA
USA
USA ESCORTED
COACH TOURS
USA ESCORTED
USA ESCORTED
COACH TOURS
COACH TOURS
USA ICONIC
ROAD TRIPS
USA ICONIC
USA ICONIC
ROAD TRIPS
ROAD TRIPS
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024
2024
2024
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
2024-2025
14
YEAR IN REVIEWHelloworld Travel Limited Annual Report 2023 EXECUTIVE MANAGEMENT
TEAM 2023
Andrew Burnes AO
Cinzia Burnes
Peter Crinis
Mike Smith
Yusuf Ahmed
Rohan Moss
Renee Nightingale
Jason Strong
Chris Hunter
Tom Manwaring
HELLOWORLD TRAVEL LIMITED - BRAND PORTFOLIO
Retail - Australia/NZ
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Wholesale - Australia / NZ
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15
F I J I
Helloworld’s Fijian operations, comprising our
inbound businesses and our Tourism Transport
Fiji business, were moth-balled throughout the
COVID-19 pandemic.
Since the re-opening of the borders into Fiji with the
rest of the world, numbers have steadily increased
for both of our businesses in Fiji. We have also
expanded our Shared Services operations in Nadi,
opening a new office for up to 160 personnel,
together with the 100+ personnel we employ in our
TTF business at our depot adjacent to Nadi airport.
Much of the previous shared services operations
located in our Mumbai office have now relocated to
Nadi and the quality of staff we have attracted to
the business has been extremely good.
Nadi office.
16
YEAR IN REVIEWHelloworld Travel Limited Annual Report 2023 H E L L O W O R L D ' S I N B O U N D D I V I S I O N
TO P 1 5 C O U N T R I E S T R AV E L L E D I N F Y 2 3
United Kingdom 41%
Others 6%
Netherlands 1%
Israel 1%
Switzerland 1%
Sweden 2%
India 2%
Canada 2%
Singapore 2%
Norway 2%
Denmark 3%
Germany 6%
United Arab Emirates 6%
Italy 6%
United States of America 19%
P U R P O S E O F V I S I TAT I O N I N F Y 2 3
5,000,000
4,500,000
4,000,000
3,500,000
3,000,000
2,500,000
2,000,000
1,500,000
1,000,000
500,000
0
-500,000
120%
100%
80%
60%
40%
20%
0%
Holiday
VFR
Business
Education
Employment
Others
FY19
FY23
2019 %
RECOVERY
4,421,390
2,792,950
995,220
2,088,780
2,375,610
602,830
47.2%
85.1%
60.6%
611,990
334,760
54.7%
212,260
242,210
114.1%
310,190
212,230
68.4%
Source: ABS (June 2023 data)
The latest ABS statistics on international arrivals for the 12 months to June 2023 show Holidays at 47.2% of
2019 level. The inbound division of Helloworld has been consistently recording bookings intakes of above 52% for
the last few months, outperforming the market as a whole. This is mostly due to the low reliance on business from
China we have had in the past and the very timely bounce back of our traditional markets of UK, USA and Europe.
17
helloworldlimited.com.au O U R T E C H N O L O G Y
Helloworld's technologies are an extremely
important part of our business and we continue to
invest in these technologies to deliver world class
outcomes for our agents, wholesale and inbound
customers and for travellers to improve service
delivery and product offerings.
Helloworld has a suite of sophisticated in-house
technologies and systems including ResWorld, our
agency mid-office system, Smart Tickets, our Air
Tickets booking system, ReadyRooms, our agency
accommodation platform and Mango our booking
system for Viva Holidays and Go Holidays domestic
and international products.
Key developments in the current year include further
upgrades and roll-outs of our retail ResWorld
mid-office system, with further enhancements
slated throughout the year ahead. ResWorld is now
deployed in over 140 agencies across Australia and
New Zealand with over 600 registered users and
we expect this to be more than double over the next
12-18 months.
In March 2023, we announced that we had acquired
a stake in Oslo based travel business Australiareiser
that has become our launch customer for the
ResWorld mid-office system in Europe. This is
testament to the investment we have made in this
system over the last five years and is now at the
point where we can deploy it in other countries. We
look forward to rolling it out across Europe and
other regions over the coming years.
We have continued to upgrade our Air Tickets
booking system, Smart Tickets with many further
enhancements. Smart NDC has joined the suite of
products within Smart Tickets. Our systems provide
a single shopping solution to search and compare the
best air offers into one single shopping page as part
of the New Distribution Capability being launched
by airlines.
At the end of June 2023, we announced the
acquisition of the Express Travel Group and in early
July 2023 we implemented and rolled-out the Air
Tickets ticketing solution in an efficient, seamless,
and timely manner to support the on-going ticket
requirements of that group's agencies. Our ability
to continue to develop bespoke solutions and
white-label solutions of the Air Tickets system will
continue in the year ahead.
In the Wholesale space we have now rolled out our
newly developed Mango system; which is our own
front end portal operating off Tourplan NX. This
now significantly provides a single system to our
networks and creates efficiencies for retail agents
in Australia and New Zealand with much greater
functionality and a wider array of products. From an
operational perspective, having a single system in
the wholesale business provides many efficiencies
and cost savings to our business, and it enables
us to focus on rolling out more enhancements in a
timely manner.
Our new ReadyRooms, which is Helloworld’s own
global accommodation platform, is now fully
deployed and has been very well received by our
agency networks as we continue to see increased
usage. Our dedicated Athens based development
team continues to provide enhanced and tailored
user functionality, specifically for the agent's needs
and requirements.
All of these technologies form a very important
part of our future offerings and they will stand the
company in a great position to capture opportunities
in 2024 and beyond.
18
YEAR IN REVIEWHelloworld Travel Limited Annual Report 2023 E X P R E S S T R AV E L G R O U P
Express Travel Group (ETG) is one of the largest independent travel groups in Australia, originally founded by
Thomas Ou as Orient Express Travel Group in 1983. The current CEO, Tom Manwaring, joined in 2000 and took
full ownership of the business in 2003. In 2014, the word “Orient” was dropped from the name. The Express
Travel Group transaction was completed on 11 August 2023.
The company employs over 100 personnel and its brands include ETG, Express Tickets, Select Travel Group,
Independent Travel Group, Independent Travel Advisors, Alatus and i-Talk Travel and Cruise as well as the
Creative Cruising cruise wholesale business. In New Zealand, ETG owns and operates the First Travel Group,
comprising a franchise network of 51 retail travel agencies and the You Travel brand located throughout
New Zealand including the wholesale business Lifestyle Holidays.
The Express Travel Group will continue to service their customers and network members with the existing
leadership team, while benefitting from Helloworld’s best in market ‘Smart Tickets’ solution. As the business
grows together with Helloworld it is expected that the overall group will deliver stronger commercial outcomes
for stakeholders.
19
helloworldlimited.com.au P H I L H O F F M A N N T R AV E L
Phil Hoffmann Travel is one of the most recognised
travel brands in South Australia and has built a
reputation of excellence in service since being
founded by Phil Hoffmann in 1990. Phil Hoffmann
Travel operates from nine locations across
South Australia, with over 150 personnel and has
experienced strong and consistent growth in its
33 years.
Phil Hoffmann Travel has won the National Tourism
Industry award for Best Retail Travel Agency
12 times, first winning in 1994. The existing
management team of Phil Hoffmann and CEO Peter
Williams, who has been with Phil Hoffmann Travel for
30 years, are continuing to operate the business and
service its customers. Phil Hoffmann Travel operates
retail leisure agencies, corporate travel and curated
travel groups.
Phil Hoffmann Travel has been an associate member
of the Helloworld Group since 2014, with Helloworld
acquiring a 40% stake in August 2023.
AU ST R A L I A R E I S E R
Australiareiser is the largest specialist wholesaler
from Scandinavia to Australia and the South Pacific,
headquartered in Oslo with offices in Copenhagen
and Stockholm. Australiareiser was founded by CEO
Rolf Kjeseth in 2005 and includes brands such as
Fijireiser, Private Travel Lab, Gruppe Rundreisder
and Workations.
The company is a B2C business employing
approximately 20 people and has a strong reputation
for delivery of outstanding travel experiences and
service excellence. The company has worked with the
existing Helloworld team since 2014 and is a strong
partner of the ATS Pacific inbound destination
management business.
Helloworld acquired a 34% stake in Australiareiser
in April 2023, expanding Helloworld’s presence in
Europe and enabling Australiareiser to act as the
European launch customer of the Helloworld inhouse
built mid-office system, ResWorld.
Oslo, Norway
20
YEAR IN REVIEW FREIGHT –
ENTERTAINMENT LOGISTIX
Our Entertainment Logistix business continued to
grow throughout the year and the company now
operates over 130 vehicles and trailers specialising
in live Entertainment, Theatre, Television and
Film Production, and other related fields. Having
purchased a further 15% of the business in FY23,
Helloworld now owns 85% of the business and the
remaining 15% is owned by our partner, David Fox.
HLO has invested into the business to acquire new
equipment and earlier in FY23 we moved into our
new headquarters in Revesby, Western Sydney.
This is a growing and significant part of our
business and we are excited by the opportunities
this business brings.
21
helloworldlimited.com.au Y E A R I N R E V I E W
EMPLOYEE NUMBERS
(HEADCOUNT)
SUPPLIERS IN OUR
WHOLESALE DATABASE
FY22
FY23
522
FY22
25,000
620
FY23
49,000
TRAVEL AGENTS AND
TRAVEL BROKERS IN THE
HELLOWORLD NETWORKS
DMC AND INBOUND
CUSTOMERS IN -
FY22
FY23
*inc. ETG.
2,000+
FY22
35 COUNTRIES
2,460*
FY23
48 COUNTRIES
AIR TICKETS SOLD
REVENUE & OTHER INCOME
FY22
FY23
920k*
FY22
$69.3M*
1.33M
FY23
$165.9M
*excl. corporate.
*continuing operations only.
AGENCIES SERVICED BY
WHOLESALE AND TRAVEL
BROKERS DIVISION
READYROOMS HOTEL SUPPLIERS
(RE-LAUNCHED IN FY23)
1,850
FY23
212,000
2,250
FY22
FY23
2222
YEAR IN REVIEWHelloworld Travel Limited Annual Report 2023 Mount Fuji, Japan
23
D I R E C TO R S ' R E P O RT
The Directors of Helloworld Travel Limited (Helloworld Travel), present
their Report together with the Financial Statements of the Consolidated
Entity (Group) being Helloworld Travel Limited and the entities that it
controlled at the end of, or during, the year ended 30 June 2023 and the
Independent Auditor’s Report.
The Directors of the Company in office at any time during or since the end of the
financial year are as follows:
Garry Hounsell
B Bus, FAICD, FCA
Non-Executive Director and Chairman
Appointment
Garry Hounsell was appointed to the Board and as
Chairman from 4 October 2016.
Experience and expertise
Garry has extensive Director experience on a wide
range of highly successful Boards. Garry was formerly
Senior Partner of Ernst & Young, Chief Executive
Officer and Country Managing Partner of Arthur
Andersen, a Board member of Freehills (now Herbert
Smith Freehills) as well as Deputy Chairman of the
Board of Mitchell Communication Group Limited.
Garry was formally a Non-Executive Director of
Qantas Airways Limited, Orica Limited and Dulux
Group Limited.
Garry is a Fellow of the Australian Institute of
Company Directors and a Fellow of Chartered
Accountants in Australia and New Zealand.
Other current directorships of listed
entities:
• Treasury Wine Estates Limited (since 2012).
• Hiro Brands Limited (formerly Wellness and
Beauty Solutions Limited), Chairman (since
December 2021).
• Electro Optic Systems Holdings Ltd, Chairman
(since November 2022).
Former directorships of listed entities in
the last 3 years:
• Myer Holdings Limited (2017 to 2020),
Chairman (2017 to 2020).
Other current directorships:
• Commonwealth Superannuation Corporation
Limited, Director since 2016 and Chairman from
July 2021.
• Findex Group Limited (since January 2020).
Special responsibilities:
• Chairman of the Board.
• Chairman of the Remuneration Committee and
Nominations & Governance Committee.
• Member of the Audit & Risk Committee.
Interests in shares:
• A legal and beneficial interest in 153,890 fully
paid ordinary shares.
24
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 Andrew Burnes, AO
LLB, B Comm. (Melb)
Chief Executive Officer and Managing Director
Appointment
Andrew Burnes was appointed Chief Executive
Officer and Managing Director of Helloworld Travel
Limited on 1 February 2016.
Experience and expertise
Upon completing degrees in both Law and Commerce
at Melbourne University in 1984, Andrew was
employed by Blake Dawson Waldron where he
completed his articles and worked as a solicitor.
On 1 November 1987, Andrew founded The
Australian Outback Travel Company, which later
became The AOT Group. After the merger of The AOT
Group and Helloworld Travel in January 2016, he was
appointed Chief Executive Officer of Helloworld
Travel Limited on 1 February 2016.
Andrew was Honorary Federal Treasurer of the Liberal
Party of Australia from July 2015 to June 2019.
Andrew was appointed a Director and subsequently
Deputy Chairman of Tourism Australia in July
2004 until 2009. He was a Trustee of the Travel
Compensation Fund from 2005 to 2009 and a Board
member of the Australian Tourism Export Council
(‘ATEC’) from 1998 and National Chairman from
1999 to 2003.
Andrew was made an Officer of the Order of Australia
(AO) in the June 2020 Queen's Birthday honours for
his distinguished services to business, particularly
through a range of travel industries, to professional
tourism organisations, and to the community.
Special responsibilities:
• Chief Executive Officer and Managing Director.
Interests in shares:
• A legal and beneficial interest in 10,495,531 fully
paid ordinary shares.
• In conjunction with Cinzia Burnes a further
beneficial interest in 20,358,287 fully paid
ordinary shares.
Cinzia Burnes
Chief Operating Officer and Executive Director
Appointment
Cinzia Burnes, Chief Operating Officer and Executive
Director was appointed to the Helloworld Travel
Limited Board on 1 February 2016.
Experience and expertise
Cinzia brings extensive sector and management
experience to the Board.
In 1982, Cinzia commenced her career in travel and
after working as a travel wholesaler in Italy for 9
years she has played a pivotal role over 26 years in
growing AOT from a regional safari operator into
one of Australasia’s leading travel distribution
businesses. The AOT Group was privately owned
by Andrew and Cinzia Burnes until its merger with
Helloworld Travel Limited in February 2016.
Cinzia was a Director of Tourism Victoria from
2013 to 2015. She has also served as a Board
member of Health Services Australia from 2005 to
2007 and the Australian Tourist Commission from
2001 to 2004. Cinzia was appointed a Director of
Australian Federation of Travel Agents (AFTA) on
14 December 2022.
Special responsibilities:
• Chief Operating Officer and Executive Director.
Interests in shares:
• A legal and beneficial interest in 10,138,014 fully
paid ordinary shares.
• In conjunction with Andrew Burnes a further
beneficial interest in 20,358,287 fully paid
ordinary shares.
25
helloworldlimited.com.au Rob Dalton
B Bus, FCA, GAICD
Non-Executive Director
Appointment
Rob Dalton was appointed to the Board on
9 November 2021.
Experience and expertise
Rob’s career has spanned over 35 years where he was
a Partner at Arthur Andersen from 1995 – 2002 and
Senior Partner at Ernst & Young from 2002 – 2019
where he undertook many complex engagements on
large Corporations in Australia and overseas, as well
as engagements involving transformational change.
Rob provided advice and assurance on mergers,
acquisitions and divestments as well as the
implementation of Governance frameworks within
the Manufacturing, Infrastructure, Consumer
Products and Service Organisations.
From January 2020 to April 2022, Rob was the
Acting Chief Executive of Sports Australia and
the Australian Sports Commission based in
Canberra, where he oversaw 110 National Sporting
Organisations providing funding to sports and
activity providers to grow participation.
Rob also held the role of Finance Director for
Richmond Football Club from 2004 - 2019.
Current directorships of listed entities:
• K&S Corporation Limited (since August 2021),
a member of the Audit committee.
Other current directorships:
• Blue Cross Community Care Services Pty Ltd
(since 7 June 2022).
• A.G. Thompson Pty Ltd trading as Kookaburra
Sport, Chair (appointed 1 January 2022).
Special responsibilities:
• Chairman of the Audit & Risk Committee.
• Member of the Remuneration Committee and
Nominations & Governance Committee.
Hon. Martin Pakula
B Economics (Monash University), LLB (Hons) (Monash University), GAICD
Non-Executive Director
Appointment
Hon. Martin Pakula was appointed to the Board on
30 November 2022.
Experience and expertise
Martin served as a Member of the Victorian
Parliament for 16 years, from 2006 to 2022. In
that time he held a range of ministerial portfolios
including Minister for Industry, Minister for Trade,
Minister for Industrial Relations, Minister for Public
Transport, Attorney General, Minister for Racing,
Minister for Innovation, Minister for Jobs, Minister
for Business Precincts and Minister for Tourism,
Sport and Major Events.
Prior to entering Parliament Martin worked as a
solicitor and as a senior trade union official.
Special responsibilities:
• Member of the Audit & Risk Committee,
Remuneration Committee and Nominations &
Governance Committee.
26
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 Leanne Coddington
B Bus, GAICD, FAIM
Non-Executive Director
Appointment
Leanne Coddington was appointed to the Board on
1 February 2023.
Experience and expertise
Leanne has a deep level of experience in the tourism,
events and hospitality sectors spanning more than
30 years. As CEO of Tourism and Events Queensland
for nine years from 2013 to 2022, Leanne lead the
strategic positioning of Queensland’s tourism and
events industry including marketing, global trade
distribution, industry and aviation partnerships,
event acquisition and experience development.
Leanne guided the State’s tourism and events
industry through the COVID-19 pandemic ensuring
it was well positioned as state and international
borders reopened. Prior to that, she held Senior
Executive roles with Tourism Queensland including
in Destination Partnerships, Strategy and Research
and Human Resources. Her early career in hospitality
management included Senior Executive roles
with the Hyatt Hotel Group. Leanne is also an
Adjunct Professor of the University of Queensland
Business School.
Special responsibilities:
• Member of the Audit & Risk Committee,
Remuneration Committee and Nominations &
Governance Committee.
Other current directorships:
• Museum of Brisbane (since February 2020).
• Netball Queensland (since 12 February 2023),
Chair (appointed 25 March 2023).
Sylvie Moser
BComm, CPA, FGIA, MBA, LLB, GAICD, LLM
Group Company Secretary
Sylvie joined Helloworld Travel Limited in January
2021 and has more than 30 years finance,
commercial, management and corporate experience
across a number of industries. Sylvie held roles of
Group Financial Controller and Company Secretary
with a number of unlisted companies where she led
the finance, corporate governance and risk areas.
Prior to joining Helloworld, Sylvie was most recently
CFO/Company Secretary and Legal Counsel of a
dual listed mining exploration company, providing
strategic and commercial leadership in finance,
governance compliance and risk management.
Sylvie is an experienced governance professional,
Chartered Secretary, a Solicitor and a Certified
Practicing Accountant.
Andrew Finch
Non-Executive Director
Appointed 1 January 2017, resigned 9 November 2022.
27
helloworldlimited.com.au DIRECTORS’ MEETINGS
During the year, 11 meetings of the Board, five meetings of the Audit & Risk Committee, four meetings of the
Remuneration Committee and two meetings of the Nominations & Governance Committee were held.
Attendance at Board and Board Committee meetings during FY23 is set out in the table below:
DIRECTOR
Garry Hounsell
Andrew Burnes, AO
Cinzia Burnes
Rob Dalton
Hon. Martin Pakula –
(appointed 30 November 2022)
Leanne Coddington –
(appointed 1 February 2023)
Andrew Finch
(resigned 9 November 2022)
Board
Audit &
Risk Committee
Remuneration
Committee
Nominations &
Governance Committee
HELD
ATTENDED
HELD
ATTENDED
HELD
ATTENDED
HELD
ATTENDED
11
11
11
11
8
6
3
11
11
11
10
8
5
3
5
5
5
5
3
2
2
5
5
5
4
3
1
2
4
4
4
4
3
3
3
4
4
4
4
3
3
3
2
2
2
2
2
1
-
2
2
2
2
2
-
-
Held: Indicates the number of scheduled and ad-hoc meetings held during the period the Director was a member
of the Board and/or Committee or was invited to attend.
Attended: Indicates the number of scheduled and ad-hoc meetings attended by the Director during the period
the Director was a member of the Board and/or Committee or attended by invitation.
COMMITTEE MEMBERSHIP
At the date of this report, the Company has an Audit
& Risk Committee, a Remuneration Committee and a
Nominations & Governance Committee of the Board.
During the year, the members of the Committees were:
AUDIT & RISK COMMITTEE
Rob Dalton (Chairman)
Garry Hounsell
Hon. Martin Pakula, appointed 30 November 2022
Leanne Coddington, appointed 1 February 2023
Andrew Finch, resigned effective 9 November 2022
REMUNERATION COMMITTEE
Garry Hounsell (Chairman)
Rob Dalton
Hon. Martin Pakula, appointed 30 November 2022
Leanne Coddington, appointed 1 February 2023
Andrew Finch, resigned effective 9 November 2022
NOMINATIONS & GOVERNANCE
COMMITTEE
Garry Hounsell (Chairman)
Andrew Burnes, AO
Cinzia Burnes
Rob Dalton
Hon. Martin Pakula, appointed 30 November 2022
Leanne Coddington, appointed 1 February 2023
Andrew Finch, resigned effective 9 November 2022
RETIREMENT IN OFFICE OF DIRECTORS
In accordance with the Company’s Constitution
and the ASX Listing Rules, Garry Hounsell, being
the longest serving Director will retire by rotation
and, being eligible, offers himself for re-election at
the 2023 Annual General Meeting. The Hon. Martin
Pakula and Leanne Coddington both having been
appointed to the Board since the 2022 Annual
General Meeting, stand for election at the 2023
Annual General Meeting.
28
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 DIVIDEND
The Board declared that the Company will pay a fully
franked final dividend of 6 cents per share, with a
planned payment date of 22 September 2023.
EARNINGS PER SHARE
On a continuing operations basis, basic earnings per
share and diluted earnings per share was 12.4 cents
and in the prior year an 18.1 cents loss.
PRINCIPAL ACTIVITIES
The principal activities during the year of the entities
in the Group were the selling of international and
domestic travel products and services, the operation
of retail distribution networks of travel agents and
specialised freight operations.
Helloworld Travel is a leading Australian and
New Zealand travel distribution company comprising
retail distribution travel networks, destination
management services (for inbound into Australia,
New Zealand and South Pacific travel), air ticket
consolidation, wholesale leisure services (domestic
and international), accommodation management
operations and online operations, and freight and
coach operations.
Helloworld's retail distribution operations include
Helloworld Travel, Australia and New Zealand's largest
network of branded and co-branded franchised travel
agents, Magellan Travel, Helloworld Business Travel,
My Travel Group, NZ Travel Brokers and our 50%
investment in MTA (Mobile Travel Agents).
Helloworld's wholesale travel businesses in
Australia include Viva Holidays, Ultimate Journeys,
ReadyRooms, and in New Zealand includes Go
Holidays and Williment Travel.
Helloworld's inbound operations in Australia,
New Zealand and Fiji include AOT, ATS
Pacific and ETA while our freight and coach
operations businesses include TTF Fiji and
Entertainment Logistix.
Helloworld Travel’s main business operations are
located in Australia, New Zealand and Fiji.
HELLOWORLD RETAIL NETWORKS
Helloworld Travel Group has emerged from the
COVID-19 pandemic with most of its business intact,
although smaller. On 11 August 2023, Helloworld
announced completion of the acquisition of Express
Travel Group; this taking our total agency and broker
networks to over 2,460, throughout Australia and
New Zealand.
Golden Gate Bridge, San Francisco, USA
29
OPERATING AND FINANCIAL REVIEW
SUMMARY OF RESULTS
Total Transaction Value (TTV)
Revenue and other income
Expenses
Equity accounted profit/(loss)
Underlying EBITDA profit/(loss)
Underlying EBITDA margin %
EBITDA profit/(loss)
EBITDA margin %
Depreciation and amortisation
Interest expense
Profit/(loss) before income tax from continuing operations
Income tax benefit/(expense)
Profit/(loss) after income tax from continuing operations
Total profit/(loss) after tax from discontinued operations
Profit/(loss) after tax for the year
Profit/(loss) attributable to the owners of
Helloworld Travel Limited
For the year ended
30 June 2023
$000’s
For the year ended
30 June 2022
$000’s
Change
$000’s
2,568,866
165,914
(128,112)
1,981
44,119
26.6%
39,783
24.0%
(18,023)
(703)
21,057
(1,872)
19,185
(1,822)
17,363
17,375
1,077,289
1,491,577
69,270
(79,828)
(73)
(10,631)
(15.3%)
(10,631)
(15.3%)
(22,747)
(2,721)
(36,099)
7,314
(28,785)
118,631
89,846
96,644
(48,284)
2,054
54,750
-
50,414
-
4,724
2,018
57,156
(9,186)
47,970
(120,453)
(72,483)
Change
%
138.5%
139.5%
60.5%
-
-
-
-
-
-20.8%
-74.2%
-
-
-
-
-80.7%
90,527
(73,152)
-80.8%
Basic earnings/(loss) per share
Continuing operations
Discontinuing operations
Diluted earnings/(loss) per share
Continuing operations
Discontinuing operations
Interim dividend per share
Final dividend per share
For the year ended
30 June 2023
Cents
For the year ended
30 June 2022
Cents
Change
Cents
Change
%
12.4
(1.2)
12.4
(1.2)
2.0
6.0
(18.1)
76.5
(18.1)
76.5
-
10.0
30.5
(77.7)
30.5
(77.7)
2.0
(4.0)
-
-
-
-
-
-
Total Transaction Value (TTV) does not represent revenue in accordance with Australian Accounting Standards and is not subject to audit. TTV represents the
price at which travel products and services have been sold across the Group, as agents for various airlines and other service providers, plus revenue from other
sources. The Group’s revenue is, therefore, derived from TTV. TTV does not represent the Group cash inflows as some transactions are settled directly between
the customer and the supplier.
Earnings Before Interest Expense, Taxation, Depreciation and Amortisation (EBITDA) is a financial measure which is not prescribed by Australian Accounting
Standards and is not subject to audit.
Underlying EBITDA represents EBITDA excluding significant items. Underlying EBITDA is a financial measure which is not prescribed by Australian Accounting
Standards but is the measure used by the Chief Executive Officer (CEO) and the Board to assess the financial performance of the Group and operating
segments and is not subject to audit.
A reconciliation of Underlying EBITDA to profit/(loss) before income tax expense is provided in note 2.3: Segment Information.
Underlying EBITDA margin has been calculated as Underlying EBITDA as a percentage of total revenue.
EBITDA margin has been calculated as EBITDA as a percentage of total revenue.
30
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 TOTA L T R A N SAC T I O N VA L U E ( T T V ) F O R C O N T I N U I N G O P E R AT I O N S ( $ 0 0 0 ' S )
$350,000
$300,000
$250,000
$200,000
$150,000
$100,000
$50,000
$0
FY23
FY22
JUL
AUG
SEP
OCT
NOV
DEC
JAN
FEB
MAR
APR
MAY
JUN
$560,960
$647,108
$596,248
$764,550
$124,102
$266,367
$238,809
$448,011
Venice, Italy
31
London, England
Y E A R I N R E V I E W
OVERVIEW OF RESULTS
Helloworld Travel’s financial results for the year
ended 30 June 2023 reflect a continuing post-
pandemic recovery with significant year-on-
year growth and all business units returning to
profitability. Strong demand from travellers, the
removal of border restrictions and increasing supply
and capacity; along with our resilient retail network,
expanding product portfolio and leading proprietary
systems, underpinned the Company’s strong result
for the 12 months.
Helloworld’s key financial results for the year ended
30 June 2023 (FY23) compared with the prior
year ended 30 June 2022 (FY22) on a continuing
operations basis are:
• Total Transaction Value (TTV) for the full year
was $2.569 billion, compared to $1.077 billion in
FY22. This represents a $1.492 billion, or 138.5%
increase on the prior year.
• Revenue and other income increased to $165.9
million up from $69.3 million, an improvement of
139.5% on the prior year.
• Ongoing cost control, whilst continuing to invest
for future growth, remained a critical focus for
management. Employee costs grew 16.1% year-on-
year compared to total revenue growth of 139.5%.
• Share of profits of equity accounted investments
for FY23 was $2.0 million on the back of a solid
recovery by MTA. This result compares to a $0.1
million loss in the prior year.
• Continued investment in the development and
enhancement of our proprietary mid-office
system for retail agency networks (ResWorld)
and our other B2B technology solutions (Mango,
ReadyRooms and Smart Tickets).
32
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 • Underlying EBITDA for FY23 was $44.1 million,
a significant improvement from the prior year,
which saw an underlying EBITDA loss of $10.6
million. The underlying EBITDA margin for FY23
was 26.6%.
• Profit before income tax of $21.1 million,
representing a $57.2 million improvement on the
prior year.
• Profit after tax of $19.2 million, compared to an
FY22 loss of $28.8 million.
SHAREHOLDER RETURNS
The Board declared that the Company will pay
a final dividend of 6 cents, fully franked, with a
planned payment date of 22 September 2023. This
follows a 2 cent interim dividend that was paid on
23 March 2023.
Helloworld’s basic and diluted earnings per share
on a continuing operations basis for FY23 was 12.4
cents, compared to a loss per share of 18.1 cents in
FY22 on a continuing operations basis.
LIQUIDITY AND FUNDING
As at 30 June 2023, the Group held total cash of
$160.9 million compared with $122.5 million at
30 June 2022.
The Company continues to hold shares in ASX listed
Corporate Travel Management (ASX: CTD) valued at
$32.9 million at 30 June 2023. Helloworld received
CTD shares as part of the consideration upon
divestment of the corporate travel management
business in FY22.
Further, Helloworld has no external bank debt at
balance date.
OUTLOOK & ECONOMIC SUSTAINABILITY
Helloworld continues to be exposed to a range
of business, social sustainability and economic
risks to which it seeks to alleviate any significant
exposure to its operations through a variety
of measures implemented in line with its risk
management framework.
I L L U ST R AT I V E E X A M P L E O F T H E B S P CYC L E
Agents sell tickets via ticketing
platform. System automatically
raises debtor (net of upfront
commission payable to agent)
AGENT
Statement
issued to
agent
Agent to
settle debtor
balance
SUN
MON
WED
FRI
System automatically recognises the
BSP creditor on sale of the ticket (net of
upfront commission payable by the airline)
SUN
BSP
DAY 1
MON
MON
DAY 15
MON
BSP
creditor
settled
The timeline above presents the weekly IATA Billing and Settlement Plan ("BSP") payment cycle associated with
the sale and purchase of airline tickets, a major part of Helloworld's operations. Helloworld's accounting system
automatically recognises a receivable due from agents and a payable owing to the airlines when a ticket is sold.
Agents typically settle ticket sales for the prior Monday to Sunday on a Wednesday. Helloworld is required to
settle the IATA BSP account on the Monday following receipt of those funds. The month end and year end net
BSP cash balance varies considerably depending on the day of the week on which the month end / year end falls.
33
helloworldlimited.com.au BUSINESS RISKS
Helloworld is not exempt from exposure to business
risks, however, there are structures and procedures
in place to manage and mitigate these risks. The
Audit & Risk Committee has responsibility for
reviewing material risks faced by the Company.
The Executive Management Team (EMT) meets
regularly to review the significant risks faced by
Helloworld. Every effort is made to identify and
manage these material risks; however, risks not
currently known or listed may also adversely affect
future performance of the Group.
Economic risk
Helloworld understands that travel is impacted by
the affects of key economic risks, such as recession,
currency movements, interest rates, and consumer
confidence. In this economic environment these
remain a challenge.
Changes in employment levels and labour costs,
affect the cost structure of the Group. Despite these
risks, the Company looks to an improving long term
growth trend resulting from continued willingness
to travel more freely. Helloworld offers a range
of global travel destinations and related products
which allows for quick response to changes in
demand based on changing economic conditions.
Further details as to how the Company is managing
its key environmental, social and governance risks
which may impact on the business are set out in the
Company’s Corporate Social Responsibility page on
the Company’s website
(www.helloworldlimited.com.au/company-overview).
Supplier risk
Helloworld’s supply chain comprises many travel
providers and intermediaries. Credit risk in this
supply chain increases in uncertain economic
environments. Any interruption in the Group’s
relationship with suppliers or the failure of a supplier
to honour contractual obligations could result in
adverse reputational impacts on Helloworld Travel,
and potentially affect operations and financial
performance of Helloworld.
Customer risk
Any disruption in international and domestic travel
will aggravate customer travel plans.
Human resources risk
The Group relies on the experience of its Directors,
Senior Management and employees. The loss of
key personnel or an increase in staff turnover could
affect the performance of the Group’s business and
compromise its growth forecast.
Cost management and the ongoing shortage of
candidates could impact the operations and the
Group’s ability to retain quality employees, operate
the business in the ordinary course, manage
operational risks and optimise on the rebound in the
travel sector.
While the Group has processes in place to ensure
compliance with applicable labour laws, the overlap
of workplace agreements, awards and industrial
relations rules can give rise to risks of breaches in
the countries in which the Group operates.
Growth strategy execution and business
model disruption
The state of the Australian and global economies
may impact Helloworld’s ability to drive growth.
Regulatory risk
Regulatory action against the Group under
legislation and government policy may have a
detrimental impact. For instance; the Group, as
a retailer of travel and travel-related products,
engages in large promotional and advertising
campaigns and processes employees’ and customers’
personal information. Any regulatory scrutiny, media
attention or any action taken against the Group in
any location where it operates, could be harmful to
the reputation of the Group including its operating
and financial performance.
Legislative changes could immediately affect
consumer demand and attitude towards
international or domestic travel.
Climate change and social sustainability
Transitioning to a lower-carbon economy will require
policy, legal, technology and market changes to
address these. Physical risks resulting from climate
change could be event driven with longer-term
shifts in global climate patterns creating financial
implications for Helloworld Travel.
Helloworld Travel recognises the potential
environmental and social impact that tourists have
on destinations in Australia and internationally, we
34
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 are committed to a range of initiatives integrating
sustainability in the business. In each region that
we operate, we aim to reduce our environmental
footprint across every aspect of our business.
We are aware that the activities of our value
chain also have an impact on the environment. Our
approach is to ensure our long-term sustainability
drives innovation in travel solutions to assist
our clients and networks to achieve their own
sustainability goals.
By combining innovative thinking with long-term
planning and collaboration, we will strive to balance
economic drivers with environmental, social and
governance sustainability initiatives for the benefit
of all our stakeholders.
Helloworld continues to work towards improving
oversight and management of sustainability issues
and risks over the long term.
Business systems risk
Helloworld Travel relies on the performance,
reliability and availability of its information
technology, communication and other business
systems. Any damage or failure to Helloworld’s key
systems could result in disruptions to its business
(especially its online services). Any failures of, or
malicious attacks on Helloworld Travel’s business
systems or compromise to the security of data
(including personal information) held by the company
may similarly impact Helloworld Travel’s business
and its reputation. The financial penalties attached
to data breaches are generally sizable and could
have an adverse effect on the reputation and the
financial performance of the Group.
Manitoba, Canada
35
helloworldlimited.com.au Financial risk
Access to capital is a fundamental requirement to
achieve the Group’s business objectives and to meet
its financial obligations.
The difficulty in maintaining a strong balance sheet
or securing new capital or credit facilities (from time
to time) at competitive market rates could affect
the Group’s operational and financial performance
and cause difficulty in meeting its ongoing
liquidity requirements.
Developments in global financial markets due to
the continued impact and the uncertainty created
by Russia’s war with Ukraine may adversely affect
the liquidity of global credit markets and the
Group’s ability to access those markets, which could
impact Helloworld’s future financial performance
and position.
Agent network closure
Helloworld Travel’s agency networks are a vital part
of the business and a reduction in its agency network
may adversely impact Helloworld Travel’s brand and
ability to generate sales and increase sales in its
retail division.
This risk is managed by the size of the agent
network, the geographic spread and the
continued focus on the management, mentoring
and engagement with our franchise and buying
group members.
PEOPLE
At 30 June 2023, Helloworld Travel has 620
employees (2022: 522), comprising 598 full-time
equivalent employees. Of the total number of
employees across the Group at year end 60%
(2022: 51.8%) are female.
Jungfrau, Switzerland
36
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 Employee expenditure for the year ended 30 June
2023 was $53.0 million up $7.4 million or 16.1%
on the prior year. This growth reflects Helloworld's
recovery post-pandemic.
The majority of the Group’s employees are based
in Australia, however, the Group has employees in
other countries.
The FTE breakdown by country as at 30 June 2023
is below:
2%
20%
12%
66%
Australia
New
Zealand
Fiji
Other
CAPITAL STRUCTURE
At 30 June 2023, Helloworld Travel had 155,027,845
shares on issue of which the Executive Directors,
Andrew Burnes and Cinzia Burnes, along with
their direct related entities, own 26.44%. Sintack
Pty Limited and its associates hold 13.31% and
FIL Limited holds 9.34% with the remaining
50.91% being held by other shareholders
including management.
SIGNIFICANT EVENTS AFTER THE
BALANCE DATE
On 26 July 2023, Helloworld shareholders approved
the acquisition of Express Travel Group (ETG), one
of the largest groups of independent travel agencies
in Australia and New Zealand. Completion of the
acquisition occurred on 11 August 2023.
On 2 May 2023, Helloworld announced it had agreed to
acquire a 40% stake in Adelaide based travel agency
business Phil Hoffmann Travel (PHT). Completion of
the transaction occurred on 25 August 2023.
During the year ended 30 June 2019, the Group
entered into a commercial agreement with Gilpin
Travel for the distribution of travel products. As
part of the agreement, Helloworld granted the
shareholders of Gilpin Travel a put option to sell
100% of the business (excluding that part of the
Gilpin Travel business which operates under the
CWT licence). The contracted purchase price is a
set multiple of the EBITDA for the financial year
immediately preceding the exercise of the put
option. The put option notice period is 1 January
2021 to 31 December 2025. The put option was
priced at fair value and accordingly no put option
derivatives has been recognised. On 17 July 2023,
the put option was exercised by the shareholders of
Gilpin Travel. The transaction has not yet settled and
therefore the Group do not control Gilpin Travel at
the date of this financial report.
Directors declared a 6 cent per share fully franked
dividend to be paid on 22 September 2023.
With these exceptions, the Directors are not
aware of any further matter or circumstance that
has arisen since 30 June 2023 and the date of
signing of this report that has significantly, or may
significantly, affect the operations of the Group, the
results of the operations of the Group or the state of
the Group’s affairs in future financial years.
LIKELY DEVELOPMENTS
In the opinion of the Directors, it would prejudice
the interests of the Group to provide additional
information, except as described in this report,
relating to likely developments in the operations of
the Group in subsequent financial years.
37
helloworldlimited.com.au In accordance with its Constitution the Company, to
the maximum extent permitted by law, indemnifies
each Director and Group Company Secretary of
Helloworld against any liability incurred by that
person as an officer of the Company. Liabilities
covered include legal costs that may be incurred
in defending civil or criminal proceeding that may
be brought against the officers in their capacity as
officers of the Company or its controlled entities.
Directors and Officers Insurance
During the year, Helloworld paid a premium for
Directors’ and Officers’ liability insurance policies,
which cover all Directors and Officers of Helloworld.
Details of the amount of premium paid in respect of
the Directors’ and Officers’ liability insurance has
not been disclosed as, in accordance with normal
commercial practice, such disclosure is prohibited
under the terms of the contract.
INDEMNIFICATION OF AUDITORS
To the extent permitted by law, the Company has
agreed to indemnify its auditor, Ernst & Young, as
part of the terms of its audit engagement agreement
against claims by third parties arising from the audit
(for an unspecified amount). No payment has been
made to indemnify Ernst & Young during or since the
financial year.
REGULATION
The Group’s operations are not subject to any
significant environmental regulations under
Commonwealth or State legislation.
Helloworld Travel is an accredited member of the
International Air Transport Association (IATA).
Ongoing accreditation allows the company to sell
international and/or domestic airline tickets on
behalf of IATA member airlines. It also allows access
to IATA’s Billing and Settlement Plan (BSP), which
is an efficient interface for invoicing and payment
between the travel agent and airlines.
INDEMNIFICATION AND DIRECTORS AND
OFFICERS INSURANCE
Indemnification
The Company has agreed to indemnify the Directors
and Executive Officers (or former Directors or
Executive Officers) of the Company against
(a)
any liability (other than for legal costs) incurred
by the Director or executive officer;
(b)
any legal costs reasonably incurred by the
Director or Executive Officer in connection with;
(i)
any claim brought against or by the Director
or Executive Officer of the Company; or
(ii)
any investigative proceeding, including
(without limitation) in obtaining legal advice
for the purposes of responding to, preparing
for or defending any of the above; and
(c)
any legal costs reasonably incurred by the
Director or Executive Officer in or in connection
with the discharge of the Director or Executive
Officer’s duties as an Officer of the Company,
provided that the advice is obtained in
accordance with the Board Charter which requires
approval from the Chairman who will facilitate the
obtaining of the advice and, where appropriate,
disseminate the advice to all Directors.
38
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023
Seattle, USA
39
L E T T E R F R O M T H E R E M U N E R AT I O N
C O M M I T T E E C H A I R M A N
Dear Shareholder,
On behalf of the Board of Directors, I am pleased to submit the Remuneration Report for the financial year
ended 30 June 2023 for Helloworld Travel Limited (the Group).
GROUP PERFORMANCE AND REMUNERATION OUTCOMES IN 2023
As is evident from the Group’s financial results, FY23 shows a marked improvement in travel after nearly three
years of disruption that resulted from the COVID-19 pandemic. Since the lifting of the exceptional travel
restrictions that were implemented to control the COVID-19 pandemic, there has been a rebound in the demand
for travel. Our team continue to work tirelessly to meet the demands of customers in the post-pandemic world.
In the context of Helloworld’s KMP remuneration, while the total remuneration has increased in FY23,
shareholders should note the improvement in the Group’s total transaction value (TTV), revenues and profits;
which are the key drivers for shareholder returns, these materially surpass the growth in KMP remuneration.
Following a comprehensive review and given the need to retain key executive talent in a competitive global
travel market, the CEO/Managing Director and the Chief Operating Officer/Executive Directors’ salaries were
reviewed and increased to their pre COVID-19 levels. Reflective of the Group’s strong financial and non-financial
performance the CEO/Managing Director and the Chief Operating Officer/Executive Director, were awarded
short-term incentive payments (STI) for their continued leadership and superior performance in the completion
of the CTM transaction. There were no LTIP shares allocated to executive KMP in FY23. The Board will continue
to review the remuneration of key executives to ensure that it remains aligned to our strategy and markets in
which we compete for talent. Non-Executive Director fees were returned to pre COVID-19 levels in FY23.
The Board was pleased to welcome the Hon. Martin Pakula (30 Nov 2022) and Leanne Coddington (1 Feb 2023)
as new independent Non-Executive Directors. We will seek shareholder approval for their appointment at the
2023 Annual General Meeting.
The Board was pleased to welcome Peter Crinis (3 July 2023) in the position of Chief Commercial Officer.
The Board thanks you for your continued support of the remuneration policies and practices adopted by the
Company and recommends the Remuneration Report to you and asks that you vote in favour of this Report at
our 2023 Annual General Meeting.
Yours faithfully,
Garry Hounsell
Chairman of the Remuneration Committee
Chairman of Helloworld Travel Limited
28 August 2023
40
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 REM UN ERATI ON REP ORT ( AUDI T E D)
This 2023 Remuneration Report outlines the remuneration arrangements for the KMP
of the Group in accordance with the requirements of the Corporations Act 2001 and
its Regulations.
The report contains the following sections:
1
REMUNERATION GOVERNANCE & FRAMEWORK
1.1 Persons to whom this report relates
1.2 Remuneration governance
1.3 Executive KMP remuneration framework
1.4 Executive remuneration mix
2
EXECUTIVE REMUNERATION
2.1 Group performance and remuneration outcomes for 2023
2.2 Executive remuneration
2.3 Long Term Incentive Plan (LTIP)
2.4 Executive shareholdings
2.5 Executive service agreements
2.6 Transactions with Key Management Personnel
3
NON-EXECUTIVE DIRECTOR REMUNERATION
3.1 Non-Executive Director remuneration governance
3.2 Non-Executive Director remuneration structure
3.3 Non-Executive Director remuneration
3.4 Non-Executive Director shareholdings
41
helloworldlimited.com.au
1 R E M U N E R AT I O N G OV E R N A N C E
& F R A M E W O R K
1.1 PERSONS TO WHOM THIS REPORT RELATES
This report covers the remuneration arrangements for the KMP of the Group. KMP are defined as those persons
having authority and responsibility for planning, directing and controlling the major activities of the Group,
directly or indirectly, including any Director (whether executive or otherwise). For the purposes of this report,
the term ‘executive’ encompasses the Executive Directors and the Executive KMP.
Directors and Executive KMP disclosed in this report are:
NAME
POSITION
NON-EXECUTIVE DIRECTORS
Garry Hounsell
Rob Dalton
Chairman and Non-Executive Director
Non-Executive Director
Hon. Martin Pakula (appointed effective 30 November 2022)
Non-Executive Director
Leanne Coddington (appointed effective 1 February 2023)
Non-Executive Director
Andrew Finch (resigned effective 9 November 2022)
Non-Executive Director
EXECUTIVE DIRECTORS
Andrew Burnes, AO
Cinzia Burnes
EXECUTIVE KMP
Michael Smith
Chris Hunter
Chief Executive Officer and Managing Director
Chief Operating Officer and Executive Director
Chief Financial Officer
General Manager – New Zealand
Nic Cola (resigned 31 March 2023)
Group General Manager – Retail & Digital Transformation
Peter Crinis (appointed effective 3 July 2023
Chief Commercial Officer
1.2 REMUNERATION GOVERNANCE
The Remuneration Committee of the Board is responsible for reviewing and assessing the remuneration
policies and making recommendations to the Board in respect of Director and Executive KMP remuneration
in line with current market conditions. The overall objective is to ensure maximum stakeholder benefit whilst
retaining high performing Directors and Executive KMP. Garry Hounsell (Chairman), Rob Dalton, and Hon. Martin
Pakula and Leanne Coddington, from their appointment, were the members of the Remuneration Committee
during the year.
Under the terms of the Remuneration Committee Charter, the majority of the Committee members must be
independent Directors and the Chair of the Committee must be an independent Director. All members of the
Committee are Non-Executive Directors.
To ensure the Committee is fully informed when making decisions on remuneration, it may seek external
remuneration advice. No external consultants were engaged in FY23.
42
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 1.3 EXECUTIVE KMP REMUNERATION
FRAMEWORK
The Group aims to reward Executive KMP with
a level and mix of remuneration commensurate
with their position and responsibilities within
the Group and to reflect their level of experience
and performance.
The remuneration framework for Executive KMP
embodies the following principles:
• provide competitive rewards to attract and retain
high calibre executives;
• have a portion of executive remuneration ‘at
risk,’ dependent upon meeting pre-determined
performance benchmarks;
• directly linking executive rewards to shareholder
value; and
• establish appropriate, demanding performance
hurdles in relation to variable executive
remuneration.
To achieve these principles, the remuneration
arrangements of the CEO and Executive KMP's are
made up of one or more of the following elements:
Fixed Annual Remuneration (FAR)
Set to attract, retain and motivate the right talent
to deliver on the Group’s strategy, the Board takes
into account individual performance, skills, expertise
and experience as well as external benchmarking to
determine executives' fixed remuneration.
Executives may receive their FAR in a variety
of forms including cash and fringe benefits. It is
intended that the manner in which FAR is paid will be
optimal for the recipient without creating extra cost
for the Group.
Short Term Incentive (STI)
(‘at risk’ remuneration)
Short term ‘at risk’ components are linked to
achievement of individual and the Group's KPI's.
During the 2023 financial year, the CEO/Managing
Director and Chief Operating Officer/Executive
Director received an STI payment for their continued
leadership and superior performance in the
completion of the CTM transaction.
Long Term Incentive (LTIP)
(‘at risk’ remuneration)
No new LTIP programs have been implemented in
FY23 for KMP.
1.4 EXECUTIVE REMUNERATION MIX
The Board aims for balance between the components
that make up remuneration to attract and
motivate talented individuals while linking pay to
performance, thereby enticing executives to achieve
results beyond the standard expected in the normal
course of ongoing employment, thereby contributing
to and delivering on the Group’s strategy.
Sanur, Bali
43
2 E X E C U T I V E R E M U N E R AT I O N
2.1 GROUP PERFORMANCE AND REMUNERATION OUTCOMES FOR 2023
The table below provides relevant Group performance information for the key financial measures over the last
three years:
Profit/(loss) after income tax from continuing operations
19,185
(28,785)
(39,552)
Profit/(loss) attributable to the owners of Helloworld Travel Limited
17,375
90,527
(35,496)
2023
$’000
2022
$’000
2021
$’000
Basic earnings/(loss) per share (EPS cents)(i)
Total dividends declared (cents per share)
Opening share price at 1 July ($)
Closing share price at 30 June ($)
Total shareholder return(ii) (%)
(i)
Based on continuing operations only.
2023
12.4
8.0
1.69
2.71
65.09
2022
(18.1)
10.0
1.67
1.69
7.19
(ii)
TSR factors in capital growth and dividends, being closing share price less opening share price plus dividend divided by opening
share price.
InterContinental Hayman Island
44
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 2.2 EXECUTIVE REMUNERATION
Short term benefits
Salary
($)
Other1
($)
Annual Leave2
($)
Long term
benefits
Post-employment
benefits
Long Service
Leave2
($)
Superannuation
($)
Total
($)
A Burnes (CEO and Managing Director)
2023
2022
848,462
580,769
500,0001
-
32,6324
93,5284
C Burnes (Chief Operating Officer and Executive Director)
500,0001
-
109,1954
110,2194
2,0601
1,0491
23,3162
4,2092
35,5814
20,3684
28,6514
20,3744
8,1962
1,0002
25,292
23,568
1,441,967
718,233
25,292
23,568
25,292
5,892
1,422,422
678,200
533,864
85,227
-
-
14,607
8,708
-
-
6,589
9,352
250,120
193,097
2023
2022
M Smith (CFO)
2023
2022
C Hunter (General Manager - New Zealand)
A$ equivalent3
2023
2022
759,284
524,039
475,000
73,077
228,924
175,037
FORMER KMP (Not considered KMP for FY23)
D Hall (CFO and Group Company Secretary)
2022
255,769
254,722
(1,000)2
4,725
18,699
532,915
N Cola (Group General Manager - Retail and Digital Transformation)
(Resigned 31 March 2023)
2023 (1 Jul 22 - 31 Mar 23)
2022
311,279
258,462
-
4,748
9,741
7,574
(4,898)
4,641
20,262
22,906
336,384
298,331
R Moss (General Manager - Government Services)
(Role transferred to CTM post sale of Corporate business effective 31 March 2022)
2022
216,538
505,359
3,063
9,548
19,707
754,215
2023 TOTAL
2022 TOTAL
2,622,949
1,002,060
2,083,691
765,878
189,491
226,301
67,530
60,656
102,727
3,984,757
123,692
3,260,218
1.
2.
3.
4.
Other represents car parking grossed up for FBT and two STI payments. The STI payments to A Burnes and C Burnes for their
continued leadership and superior performance in the completion of the CTM transaction.
Annual leave and long service leave represents the movement in provision balances. The accounting value may be negative, for
example, where a KMP leave balance decreases as a result of taking more leave than the leave entitlement accrued during the year.
Annual leave and long service leave includes movements in and the revaluation of the total entitlement reflecting salary increments
during the period.
Payments made to C Hunter are in New Zealand dollars and are converted into Australian dollars at the annual average exchange rate.
Annual leave and long service leave provision movements for A Burnes and C Burnes include the uplift arising from remuneration
increments.
45
helloworldlimited.com.au 2.3 LONG TERM INCENTIVE PLAN (LTIP)
A loan based LTIP was established during 2017. The overall objectives of the LTIP was to lock in key employees
for an extended period, whilst at the same time, incentivising them to generate superior long term returns to
our shareholders.
No shares have been issued or allocated to KMP under this loan based LTIP during the current 2023 financial
year (2022: nil).
2.4 EXECUTIVE SHAREHOLDINGS
The number of shares in the Company held during the financial year by Executive Directors of the Group,
including their personally related parties, is set out below:
EXECUTIVE
Andrew Burnes
Cinzia Burnes
The Burnes Group Pty Limited as trustee for The Burnes Group Service Trust
Longbush Nominees Pty Ltd as trustee for the Burnes Superannuation Fund
TOTAL
Number of shares at
30 June 2023
Number of shares at
30 June 2022
10,495,531
10,138,014
20,348,287
10,000
10,495,531
10,138,014
20,348,287
10,000
40,991,832
40,991,832
Andrew Burnes and Cinzia Burnes each have a beneficial interest in The Burnes Group Pty Limited which acts
as the Trustee of The Burnes Group Service Trust. They also have an interest in Longbush Nominees Pty Ltd
which acts as the Trustee of the Burnes Superannuation Fund of which they are both members.
2.5 EXECUTIVE SERVICE AGREEMENTS
Remuneration and other terms of employment for KMP are formalised in continuing contracts of employment.
These contracts specify the components of remuneration, benefits and notice periods. All contracts may
be terminated by either party subject to notice periods and subject to termination payments or benefits as
detailed in the table below:
EXECUTIVE
Notice period
to be given by
KMP
Notice period
to be given by
the Company
Termination payments or benefits payable if
termination is by the Company
Andrew Burnes
CEO and Managing Director
6 months
6 months
In accordance with normal statutory entitlements
Cinzia Burnes
Chief Operating Officer and
Executive Director
6 months
6 months
In accordance with normal statutory entitlements
Michael Smith
Chief Financial Officer
6 months
6 months
In accordance with normal statutory entitlements
Chris Hunter
General Manager - New Zealand
3 months
3 months
In accordance with normal statutory entitlements
2.6 TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
The Group entered into a lease arrangement with Normanby Road Holdings Pty Ltd, a company owned by
Andrew Burnes and Cinzia Burnes, on 1 October 2021. The lease terminates on 1 July 2027. Lease payments of
$1,716,661 (2022: $1,237,977) were made during the year.
The terms and conditions of all related party transactions were no more favourable than those available in
similar transactions.
46
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 3 N O N - E X E C U T I V E D I R E C TO R
R E M U N E R AT I O N
3.1 NON-EXECUTIVE DIRECTOR REMUNERATION GOVERNANCE
The Remuneration Committee is responsible for reviewing and recommending remuneration arrangements to
the Board of Directors. The Board seeks to set aggregated remuneration levels for Directors, providing the
Group the threshold to attract and retain Directors in line with shareholders’ expectations.
In compliance with best practice corporate governance, Non-Executive Director remuneration is structured
separately and is distinct from executive remuneration; as detailed below.
3.2 NON-EXECUTIVE DIRECTOR REMUNERATION STRUCTURE
The aggregate remuneration of Non-Executive Directors is determined and voted on at a general meeting.
At the 2010 Annual General Meeting shareholders approved an aggregate remuneration of $1,500,000 per
year. The amount of aggregate remuneration to be approved by shareholders, together with the fee structure,
is reviewed annually. From time-to-time the Board considers external advice from consultants for fees paid to
Non-Executive Directors for comparable companies. The Board is not proposing any change to the aggregate
level of remuneration. A breakdown of Director fees is below.
ROLE
GROSS FEE
SUMMARY
Chairperson
$200,000
From August 2022 the Chairman’s fee was increased to the pre-COVID-19
level, this is in recognition of consistent additional time and commitment
provided to the Company and is inclusive of Committee fees.
Non-Executive Director
$100,000
From August 2022, Non-Executive Directors’ fees were increased to the
pre-COVID-19 levels.
Committee Fee –
Chairperson Audit
& Risk Committee
$25,000
From August 2022, Committee fees were increased to the pre-COVID-19
level. The additional fee paid to the Chairperson of the Audit & Risk
Committee.
The process for review of Non-Executive Directors’ performance is explained in the Corporate Governance
Statement.
47
helloworldlimited.com.au 3.3 NON-EXECUTIVE DIRECTOR REMUNERATION
NON-EXECUTIVE DIRECTOR
Garry Hounsell (Chairman)
2023
2022
Rob Dalton
2023
2022
Hon. Martin Pakula (commenced effective 30 November 2022)
2023
Leanne Coddington (commenced effective 1 February 2023)
2023
Andrew Finch (resigned effective 9 November 2022)
2023
2022
Mike Ferraro (resigned effective 26 October 2021)
2022
2023 TOTAL
2022 TOTAL
Short-term
benefits
Post-employment
benefits
Cash salary
($)
Superannuation
($)
Total
($)
192,308
157,692
120,192
57,692
57,692
42,308
-
-
35,096
412,500
250,480
20,192
15,769
12,620
5,769
6,058
4,442
-
-
3,510
43,312
25,048
212,500
173,461
132,812
63,461
63,750
46,750
-
-
38,606
455,812
275,528
Andrew Finch did not receive Director fees during his Directorship, as prescribed by Qantas that no fees are
paid to Qantas Airways Limited for his Directorship.
3.4 NON-EXECUTIVE DIRECTOR SHAREHOLDINGS
NON-EXECUTIVE DIRECTOR
Garry Hounsell (Chairman)
Rob Dalton
Hon. Martin Pakula (commenced effective 30 November 2022)
Leanne Coddington (commenced effective 1 February 2023)
Andrew Finch (resigned effective 9 November 2022)
Number of
shares at
30 June 2023
Number of
shares at
30 June 2022
153,890
153,890
-
-
-
-
-
-
-
-
TOTAL
153,890
153,890
48
DIRECTORS' REPORTHelloworld Travel Limited Annual Report 2023 Banff, Canada
49
AUDITOR INDEPENDENCE
ROUNDING
The Directors received the declaration of
independence on page 51 from Ernst & Young,
the auditor of Helloworld Travel. This declaration
confirms the auditor’s independence and forms part
of the Directors’ Report.
NON-AUDIT SERVICES
During the year the Company’s auditors performed
no other services in addition to their statutory
duties. All non-audit services are subject to the
corporate governance procedures adopted by
the Company and reviewed by the Audit & Risk
Committee to ensure no impact on the integrity
and objectivity of the auditor. The lead auditor’s
independence declaration, as required under section
307C of the Corporations Act 2001, is set out on
page 51 and forms part of the Directors’ Report for
the financial year ended 30 June 2023. Details of the
amounts paid to Ernst & Young for audit services are
set out in note 8.6 of the Financial Statements on
page 120 of the Financial Report.
The amounts contained in this Directors’ Report
and in the Financial Report have been rounded to
the nearest $1,000 (where rounding is applicable)
under the option available to the Company under
Australian Securities & Investments Commission
(ASIC) Corporations (Rounding in Financial/Directors’
Reports) Instrument 2016/191.
Made in accordance with a resolution of the Directors.
Garry Hounsell
Chairman of Helloworld Travel Limited
Melbourne, 28 August 2023
Mykonos, Greece
50
DIRECTORS' REPORT Ernst & Young
8 Exhibition Street
Melbourne VIC 3000 Australia
GPO Box 67 Melbourne VIC 3001
Tel: +61 3 9288 8000
Fax: +61 3 8650 7777
ey.com/au
Auditor’s Independence Declaration to the Directors of Helloworld Travel Limited
As lead auditor for the audit of the financial report of Helloworld Travel Limited for the financial year ended
30 June 2023, 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 Helloworld Travel Limited and the entities it controlled during the financial
year.
Ernst & Young
Brett Croft
Partner
Melbourne
28 August 2023
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
51
helloworldlimited.com.au
S E C T I O N 2
CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
The Board of Helloworld Travel Limited (the
Company) is responsible for the corporate
governance of the Company and its controlled
entities (Group) on behalf of its shareholders with
the prime objective of protecting and enhancing
shareholder value. The Board is committed to
the highest standards of ethics and integrity and
ensures that senior management run the Group in
accordance with these standards. The governance
practices are designed to support the business
and its growth by facilitating effective Board and
management decision making, providing clear
lines of responsibility and accountability and a
commitment to transparent communications with
shareholders and other stakeholders.
This statement has been approved by the Board and
outlines the main corporate governance framework
employed by the Company. The Company endorses
the ASX Corporate Governance Principles and
Recommendations 4th Edition (ASX CGP) and
the governance standards and risk management
practices implemented by companies of a similar size
to Helloworld. Where the Company has not adopted a
recommendation, a detailed explanation is provided.
This statement is current at 28 August 2023.
1 LAYING SOLID FOUNDATIONS FOR
MANAGEMENT AND OVERSIGHT
The relationship between the Board and senior
management is critical to the Company’s long-
term success. The Board is responsible for the
performance of the Company in the short and long
term and seeks to balance competing objectives
in the best interests of the Group. The Board is
responsible for setting the strategic direction and
risk appetite of the Company and for leading the
culture, values and behaviours of its people.
The role and responsibilities of the Board, the
Chairman and individual Directors are set out in
the Company’s Board Charter. A copy of the Board
Charter is available from the Corporate Governance
section of the Company’s website at
www.helloworldlimited.com.au.
Matters expressly reserved to the Board are set out
in the Board Charter and include:
• Setting the strategic direction of the Company and
monitoring the implementation of that strategy by
management;
• Oversight of the Company, including its control
and accountability systems;
• Appointing and removing the CEO, CFO and
Company Secretary;
• Board and Executive Management development
and succession planning;
• Approving the annual operating budget;
• Approving and monitoring the progress of major
capital expenditure, capital management and
acquisitions/divestitures;
• Monitoring compliance with legal, tax and
regulatory obligations;
• Reviewing and ratifying systems of risk
management, governance, internal compliance and
controls, code of ethics and conduct, continuous
disclosure, legal compliance and other significant
corporate policies;
• Approving and monitoring financial and other
reporting to the market; and
• Appointment, reappointment or replacement of
the external auditor.
Day-to-day management of the Company’s affairs
and the implementation of the corporate strategy
and policy initiatives are formally delegated by
the Board to the CEO, the CFO and other senior
executives, under the Delegations of Authority
Policy which are subject to certain specified
value thresholds.
These matters include:
• Incurring budgeted and unbudgeted operating
expenditure;
• Incurring budgeted and unbudgeted capital
expenditure;
• Write-downs, bad debts, asset or equity disposals
and acquisitions; and
• Approval of entry into contracts.
52
Helloworld Travel Limited Annual Report 2023 Prior to a Director’s appointment, the Board ensures
that appropriate checks including background and
reference checks are conducted, which may be
conducted by external consultants and by other
Directors of the Company. Candidates also meet
with each existing Director prior to the Board’s
decision to appoint them.
To ensure that Directors clearly understand
the requirements of the role, formal letters of
appointment are issued that contains the terms on
which the Non-Executive Directors are appointed.
Senior executive performance
With the assistance of the Remuneration
Committee, the Chairman undertakes an annual
review of the performance of the CEO against set
key performance indicators.
The CEO reviews the performance of his direct
reports against their agreed key performance
indicators and advises the Remuneration Committee.
2 STRUCTURE OF THE BOARD
Board composition
The Directors determine the composition and size
of the Board in accordance with the Company’s
Constitution. The Constitution permits the Board
to set upper and lower limits with the number
of Directors not to be less than three. There are
currently six Directors appointed to the Board.
Under the Board Charter, the appointment and
removal of the Group Company Secretary is the
responsibility of the Board. The Group Company
Secretary is responsible for supporting the
Board and its Committees in matters to do with
the effective functioning and governance of the
Company with its financial reporting and disclosure
obligations to the Australian Securities Exchange
(ASX), Australian Securities and Investment
Commission (ASIC) and other regulatory bodies.
The Company uses a Board Skills Matrix to ensure
that its membership includes an appropriate mix
of skills, experience and expertise and to assist
in identifying the skills most desired in potential
candidates for Board appointment. The matrix is
also a tool for identifying professional development
opportunities for existing Directors to refine and
maintain the skills and knowledge necessary to
effectively perform their role as Directors.
Board Skills Matrix
Travel Industry Experience - Australia
Travel Industry Experience - International
Franchise Operations
Technology & Digital Economy
Brand Development, Marketing
Governance & Compliance
Listed Company Experience
Relationships/Stakeholder Management
Remuneration, Human Resources
Legal
Wide Industry Experience
Financial Experience
Strategic Planning & Risk
Health & Safety
Number out
of 6 Directors
4
4
1
5
5
6
3
6
5
2
6
4
6
6
Further detail regarding the Directors’ qualifications,
special responsibilities, skills, experience and
expertise (including the period of office held by each
Director) is set out in the Directors’ Report on pages
24 to 27.
Director Independence
As at 30 June 2023, based on the factors relevant to
assessing the independence of Directors included
in the ASX CGP, four Directors, Garry Hounsell,
Rob Dalton, the Hon. Martin Pakula and Leanne
Coddington are deemed as independent.
The remainder of the Board is not independent for
the following reasons:
• Andrew Burnes is the Company’s Chief Executive
Officer and Managing Director, and a substantial
shareholder of the Company; and
• Cinzia Burnes is the Company’s Chief Operating
Officer and Executive Director, and a substantial
shareholder of the Company.
The length of each Directors’ tenure as a Director is
set out in the Directors’ Report on pages 24 to 27.
53
helloworldlimited.com.au C O R P O R AT E G OV E R N A N C E STAT E M E N T
Independent Decision Making
During the reporting period, the role of Chairman
was held by Garry Hounsell. Garry Hounsell is an
independent Non-Executive Director of the Company.
For the whole of the year Rob Dalton was the
Chairman of the Audit and Risk Committee. Rob
Dalton is an independent Non-Executive Director.
The Hon. Martin Pakula was appointed to the Board
effective 30 November 2022. The Hon. Martin
Pakula is an independent Non-Executive Director.
Leanne Coddington was appointed to the Board
effective 1 February 2023. Leanne Coddington is an
independent Non-Executive Director.
Andrew Finch, resigned effective 9 November 2022,
at which time he was the nominated member to the
Board by QH Tours Ltd.
As Executive Directors, Andrew Burnes in his role as
CEO and Managing Director and Cinzia Burnes in her
role as Chief Operating Officer, are not considered
by the Board to be Independent Directors.
However, all Directors bring independent judgement
to their decisions.
The materiality thresholds used to assess Director
independence are set out in the Board Charter. The
Board believes that the interests of the shareholders
are best served by:
• the current composition of the Board which is
regarded as balanced with a complementary range
of skills, diversity and experience as detailed in the
Directors’ Report; and
• the Independent Directors providing an element
of balance as well as making a considerable
contribution in their fields of expertise.
The following processes are in place to ensure
decision making of the Board is subject to
independent judgement:
• a standing item on each Board Meeting agenda
requires Directors to focus on and declare
any conflicts of interest in addition to those
already declared;
• Directors are permitted to seek the advice of
independent experts at the Company’s expense,
subject to the approval of the Chairman; and
• all Directors must act in the best interests of
the Company.
These measures ensure that the interests of
shareholders are not jeopardised by a lack of
independence.
Majority of the Board are independent in compliance
with the requirements of Recommendation 2.4 of
ASX CGP.
Nominations and Governance Committee
The Company has a Nominations & Governance
Committee. Its key responsibilities are the
nomination, appointment and re-election of
Directors and are set out in the Nominations &
Governance Committee’s charter, which is available
on the Corporate Governance section of the
Company’s website.
The following Directors were members of the
Nominations and Governance Committee:
• Garry Hounsell (Chairman)
• Andrew Burnes, AO
• Cinzia Burnes
• Rob Dalton
• Hon. Martin Pakula, appointed 30 November 2022
• Leanne Coddington, appointed 1 February 2023
• Andrew Finch, resigned effective 9 November 2022.
Details of these Directors’ qualifications, their
attendance at Nominations & Governance
Committee meetings, and the number of meetings
held during FY23 are set out in the Directors’ Report
on pages 24 to 28.
The terms of reference, role and responsibility of
the Nominations & Governance Committee are
consistent with ASX CGP 2.1.
The Board seeks to ensure that its membership
represents an appropriate balance between
Directors with experience and knowledge of the
Company and Directors with an external or fresh
perspective. It reviews the range of expertise of its
members on a regular basis and seeks to ensure that
it has operational and technical expertise relevant
to the operations of the Company. Directors are
nominated, appointed and re-elected to the Board
in accordance with the Board’s policy as set out in
the Charter, the Company’s Constitution and the
ASX Listing Rules. In considering appointments to
the Board, the skills and experience of potential
candidates need to complement those of the
existing Directors along with an assessment
of experience, expertise, diversity and other
attributes which benefit the Board in fulfilling
its responsibilities.
Remuneration Committee
During the year, the following Non-Executive
Directors were members of the Remuneration
Committee:
• Garry Hounsell (Chairman)
• Rob Dalton
• Hon. Martin Pakula, appointed 30 November 2022
• Leanne Coddington, appointed 1 February 2023.
54
Helloworld Travel Limited Annual Report 2023 Details of these Directors’ qualifications, their
attendance at Remuneration Committee meetings,
and the number of meetings held during FY23 are
set out in the Directors’ Report on pages 24 to 28.
• The Board understands the key drivers of the
Company’s businesses and promote a willingness
to understand and commit to the highest
standards of governance.
More information regarding the Committee is
set out on page 59 in this Corporate Governance
Statement under the heading ‘Remunerating fairly
and responsibly.’
Board performance
The Board completes an annual self-assessment
of its performance and that of its committees, by
way of questionnaires. The results are collated and
presented to the Board for discussion at a Board
meeting with agreed action plans and individual
performance goals documented for the coming year.
The results from the Board and Committee
performance reviews were:
• The mix of skills and experience of the Board
is appropriate for the size of the Company, all
Directors make effective contributions;
• That the Board has open communication between
management and the Board; and
An assessment of individual Director’s performance
was conducted during the financial year. This
consisted of a self-assessment questionnaire
completed by each Director and an individual
discussion with the Board Chairman. The assessment
of the Chairman’s performance was undertaken by
each Director individually.
Access to information
Directors can access all relevant information
necessary to discharge their duties in addition
to that provided in Board papers and that of
presentations from executive management on
business performance and issues of note. With
the approval of the Chairman, Directors may seek
independent professional advice, as required, at the
Company’s expense.
Bangkok, Thailand
55
helloworldlimited.com.au C O R P O R AT E G OV E R N A N C E STAT E M E N T
3 ETHICAL AND RESPONSIBLE
DECISION MAKING
The Company has a Code of Ethics and Conduct
(‘Code’) in place that promotes ethical and
responsible practices and expectations for
Directors, Employees and Consultants of the
Company in the discharge of their roles. The Code
reinforces the Company’s values and is signed
by each employee prior to commencing work.
Helloworld is committed to operating to the highest
standards of ethical behaviour and honesty and
with full regard for the health and safety of its
employees, customers and the wider community.
The Company is also focused on ensuring a safe and
respectful place of work for its employees. A copy
of the Code of Ethics and Conduct is available to
all employees and is also available in the Corporate
Governance section of the Company’s website.
Diversity
The Board has established a Diversity Policy
which recognises and promotes diversity in the
workplace and provides a framework for new and
existing diversity related initiatives, strategies and
programs within the business. A copy of the policy
is available in the Corporate Governance section of
the Company’s website and the terms are consistent
with ASX CGP4.
In accordance with this policy, the Board has
established the following measurable objectives for
gender diversity:
• The Board encourages suitable applicants from
women for Board vacancies;
• The proportion of females on the Board should
not fall below current levels unless a transparent
process fails to succeed in attracting a suitable
female candidate; and
• The proportion of females reporting to the CEO
should not fall below the current level unless the
engagement process fails in attracting suitable
women candidates.
During the current year, two Directors were
appointed to the Board, each with skills
complementary to the travel industry. The
percentage of female personnel reporting directly
to the CEO was 30% at 30 June 2023 and 29% at
30 June 2022.
During the year the Company:
• Revised the process of attracting talent in the
recruitment of people from diverse backgrounds;
• Encouraged our employees to be active and to
maintain a healthy lifestyle.
• Promote awareness of mental health services
available to our employees and immediate
family members. Continued support for those
experiencing mental, financial or legal duress.
Proportion of women in the organisation
There are 372 female employees in the Group
representing 60% of the workforce. There are two
females on the Board which represents 33% of
the Board.
Share trading
The Company’s Share Trading Policy sets out the
guidelines designed to protect Directors and
employees from intentionally or unintentionally
breaching the law. The Share Trading Policy prohibits
employees from dealing in the securities of the
Company while in possession of material non-
public information.
In addition, employees and Non-Executive Directors
are:
• Prohibited from dealing in Helloworld securities
during defined closed periods; and
• Are required to observe the ‘request to deal’
procedures before dealing in Helloworld securities
outside of the defined closed periods.
The policy is available in the Corporate Governance
section of the Company’s website.
Protected disclosures
The Group’s Whistle-blower Policy encourages
Directors, employees and contractors to report any
allegations of misconduct by any team member,
with regard to illegal, unethical or improper conduct
in circumstances where they may be apprehensive
about raising their concern because of fear of
possible repercussions. The Whistle-blower Policy is
available in the Corporate Governance section of the
Company’s website.
4 INTEGRITY OF FINANCIAL REPORTING
The Board has an Audit & Risk Committee to assist it
in the discharge of its responsibilities.
During the reporting period, the following Non-
Executive Directors were members of the Audit &
Risk Committee:
• Rob Dalton (Chairman)
• Garry Hounsell
• Hon. Martin Pakula, appointed 30 November 2022
• Leanne Coddington, appointed 1 February 2023
• Andrew Finch, resigned 9 November 2022.
56
Helloworld Travel Limited Annual Report 2023 6 RIGHTS OF SHAREHOLDERS
The Helloworld Travel Limited Shareholder
Communications Policy promotes effective
engagement and communication with the Company’s
shareholders. The Annual General Meeting (AGM)
is an important occasion for updating shareholders
on the Company’s performance. The Company
encourages shareholder participation at the
AGM to ensure a high level of accountability and
understanding of the Company’s strategy and goals.
The AGM offers shareholders the chance to
ask questions of and to hear from the Board.
Shareholders may also submit written questions
to the Company in advance of the AGM, thereby
allowing the Board to respond to feedback.
The Annual Report is available in the Corporate
Governance section of the Company’s website.
Company announcements to the ASX can be
accessed through the Company’s website.
Copies of Charters and policies associated with the
governance of the Company are available on the
Company’s website.
The Company ensures that the explanatory notes
accompanying its ‘Notice of Annual General Meeting’
provide shareholders with all required information in
the Company’s possession relevant to a decision on
whether or not to elect or re-elect a Director at the
AGM, including a recommendation from the Board.
These notices are available under Investor and ASX
Releases on the Company’s website.
The CEO and CFO will endeavour to answer
questions from shareholders and analysts, providing
the information requested is not price sensitive.
Shareholders have the option to receive and send
communications to the Company and its Share
Registry electronically if they wish to do so. Online
voting on resolutions to be put at the Company’s
AGM is available to shareholders.
The Audit & Risk Committee Charter is available in
the Corporate Governance section of the Company’s
website with the composition, operation and
responsibilities of the Committee being consistent
with the requirements of ASX CGP 4.1.
Details of the member Directors’ qualifications and
attendance at Audit & Risk Committee meetings are
set out in the Directors’ Report on pages 24 to 28.
Both the Board and Audit & Risk Committee
closely monitor the independence of the external
auditors, including the rotation of the external audit
engagement partner every five years.
The lead audit partner is responsible for the Group’s
external audit and is required to attend each
Annual General Meeting and must be available to
answer shareholder questions about the conduct
of the audit and the preparation and content of the
Auditor’s Report.
5 TIMELY AND BALANCED DISCLOSURE
To uphold the effective dissemination of information
and to ensure that Directors and employees are
aware of their obligations, the Company has adopted
a Continuous Disclosure Policy that outlines:
• The roles and responsibilities of the Board,
Managing Director and Group Company Secretary
in ensuring the Company complies with its
disclosure obligations;
• The procedures adopted by the Company in
meeting its disclosure requirements; and
• The standards adopted for ensuring effective
communication with shareholders and
market participants.
All employees play an important role in enabling the
Company to comply with all necessary steps in the
disclosure process and to ensure that information
that needs to disclosed is reported in a timely manner.
All material ASX announcements are cleared with
the Board prior to release and a copy of the market
announcement are made available to each Director
promptly after release.
Copies of investor or analyst presentations are
released to the ASX Market Announcement Platform
ahead of the presentation.
A copy of the Continuous Disclosure Policy is
available in the Corporate Governance section of the
Company’s website.
57
helloworldlimited.com.au C O R P O R AT E G OV E R N A N C E STAT E M E N T
7 RECOGNISING AND MANAGING RISK
The Company has a policy in place for the oversight
and management of its material business risks. The
Group takes a proactive approach to risk management.
The Board and Audit & Risk Committee reviews
and considers the Group’s risk profile on a regular
basis to ensure it supports the achievement of the
Company’s strategy, including determining the nature
and extent of risks the Board is prepared to take in the
pursuit of the Company’s objectives. The Board is also
responsible for reviewing, endorsing and overseeing
the Company’s risk management framework for
managing financial and non-financial risks at least
annually, and satisfy itself that it continues to be
sound, deals adequately with contemporary and
emerging risks such as risk culture, digital disruption,
conduct risk, cyber-security, privacy and data
breaches and that the Company is operating within the
risk tolerance levels determined by the Board.
Helloworld is subjected to a range of business,
economic and social sustainability risks and seeks
to limit material exposures to its operations
through measures that align with its risk
management framework.
Under the Risk Management Policy, the Board is
responsible for:
• Overseeing and approving the Company’s
risk management, internal controls and
compliance systems;
• Reviewing the effectiveness of the Company’s
risk management, internal control and compliance
systems at least annually, and satisfying itself that
management is adhering to the requirements of
the policy; and
• Approving the delegations of authority for day-to-
day management of the Company’s operations.
Under the Risk Management Policy, the Audit
& Risk Committee is responsible for assisting
the Board in fulfilling its corporate governance
responsibilities regarding:
• The reliability and integrity of information for
inclusion in the Company’s financial statements;
• Enterprise-wide risk management;
• Compliance with legal and regulatory obligations,
including audit, accounting, tax and financial
reporting obligations;
• The integrity of the Company’s internal control
framework; and
• Safeguarding the independence of the external
and internal auditors.
Every effort is made to identify and manage material
risks, however the risks that are not currently known
or listed may also adversely impact the future
performance of the Company.
The Company’s Executive Management Team
(EMT) also plays a role in identifying, assessing,
monitoring and managing risks. The EMT, assists
the Audit & Risk Committee to ensure that robust
risk management exists within the business. The
EMT ensure that sufficient levels of risk analysis
are applied to critical decisions, giving assurance
to the Audit & Risk Committee that risk processes
are effective and compliant with the Company’s Risk
Management Policy. A copy of the Risk Management
Policy is available in the Corporate Governance
section of the Company’s website.
The Board has received a report from Management
as to the effectiveness of the Company’s
management of its material business risks during
the year. The Board has also received from the CEO
and CFO a declaration that, in their opinion, the
financial records of the Company have been properly
maintained and that the financial statements comply
with the appropriate accounting standards and give
a true and fair view of the financial position and
performance of the Company and that the opinion
has been formed on the basis of a sound system
of risk management and internal control which is
operating effectively.
Information in relation to the economic,
environmental and social sustainability risks facing
the Company and management of these is in the
Operating and Financial Review on pages 30 to 38 of
the Annual Report.
Internal Audit
The Company does not have an in-house internal
audit function. From time to time the company
engages an external service provider to perform
internal audit services. The provider reports to the
Audit & Risk Committee. Internal control and risk
management are managed within each business
unit and are the responsibility of the EMT member.
The EMT member reviews and signs off on the
risk questionnaires which include key metrics and
detailed controlled risk issues for review by the
Managing Director and oversight by the Board.
Management of material exposure to
environmental or social risks
Helloworld understands that, doing business in
Australia and internationally, its shareholders,
customers, the community and employees anticipate
that it will do so in an environmentally responsible
and socially sustainable manner. The Audit & Risk
Committee assist the Board in overseeing the
management of the Company’s exposure to social
and environmental risks.
58
Helloworld Travel Limited Annual Report 2023 8 REMUNERATING FAIRLY AND
RESPONSIBLY
Helloworld Travel’s remuneration objectives,
philosophy and arrangements are detailed in the
Remuneration Report, which forms part of the
Directors’ Report.
Directors
The total annual fees paid to Non-Executive
Directors is set by the Company’s shareholders and
allocated as Directors’ Fees and Committee Fees
by the Board based on the roles undertaken by the
Directors. Details of Directors’ remuneration are
in the Remuneration Report. Retirement benefits
are not paid, and Non-Executive Directors do not
participate in equity-based remuneration schemes.
Details of the remuneration arrangements for the
Company’s Executive Directors are set out in the
Remuneration Report.
Remuneration
The Non-Executive Directors who were members of
the Remuneration Committee during the financial
year are set out in the Remuneration Committee
section of this Corporate Governance Statement.
The role of the Remuneration Committee is to
assist the Board to discharge its duties relating to
remuneration and oversee:
• The remuneration policy and framework (including
short and long-term incentive plans);
• The determination of levels of reward for the CEO
and general overview of the levels of reward for
the CEO’s direct reports; and
• The annual evaluation of the performance of the
CEO.
The Remuneration Committee Charter is available in
the Corporate Governance section of the Company’s
website. The composition and operation of this
Committee is consistent with ASX CGP 8.1. Details
of the Directors’ qualifications and attendance at
Remuneration Committee meetings are set out in
the Directors’ Report on pages 24 to 28.
Executive management
Remuneration for executive management is deemed
competitive, to retain and attract appropriately
skilled and qualified executives to the Company.
Their remuneration comprises of a fixed cash
element and variable incentive component. The
variable component (if any) is subject to the
Company’s financial performance and the executive’s
personal performance.
The Company’s Share Trading Policy prohibits
executives participating in the equity-based
remuneration scheme from entering any
arrangement that operate, or are intended to
operate, to limit their exposure to risk in relation to
these shares.
A copy of the Share Trading Policy is available
in the Corporate Governance section of the
Company’s website.
Disney Cruise Line
59
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
Revenue
Other income
Interest income
TOTAL REVENUE AND OTHER INCOME
Employee benefit expenses
Advertising and marketing expenses
Selling expenses
Communication and technology expenses
Occupancy expenses
Operating expenses
Depreciation and amortisation expense
Interest expense
Share of profit/(loss) of equity accounted investments
PROFIT/(LOSS) BEFORE INCOME TAX FROM CONTINUING OPERATIONS
Income tax (expense)/benefit
PROFIT/(LOSS) AFTER TAX FROM CONTINUING OPERATIONS
DISCONTINUED OPERATIONS
Profit/(loss) from discontinued operations after income tax
PROFIT AFTER INCOME TAX FROM CONTINUING AND DISCONTINUED
OPERATIONS
Loss attributable to non-controlling interests
Profit attributable to Helloworld Travel Limited shareholders
PROFIT/(LOSS) FOR THE YEAR ATTRIBUTABLE TO HELLOWORLD TRAVEL
LIMITED SHAREHOLDERS RELATES TO:
Profit/(loss) from continuing operations
Profit/(loss) from discontinued operations
EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
Basic earnings per share
Diluted earnings per share
EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY
SHAREHOLDERS FROM CONTINUING OPERATIONS
Basic earnings/(loss) from continuing operations per share
Diluted earnings/(loss) from continuing operations per share
Note
2.1
2.1
2.2
2.2
6.1
2.4
1.5
2.5
2.5
2.5
2.5
2023
$’000
160,884
1,837
3,193
165,914
(53,044)
(8,561)
(28,083)
(7,803)
(1,803)
(28,818)
(18,023)
(703)
1,981
21,057
(1,872)
19,185
2022
$’000
63,534
5,178
558
69,270
(45,683)
(2,526)
(8,383)
(6,883)
(2,147)
(14,206)
(22,747)
(2,721)
(73)
(36,099)
7,314
(28,785)
(1,822)
118,631
17,363
(12)
17,375
17,363
19,197
(1,822)
17,375
Cents
11.2
11.2
12.4
12.4
89,846
(681)
90,527
89,846
(28,104)
118,631
90,527
Cents
58.4
58.4
(18.1)
(18.1)
The accompanying notes form part of this Financial Report
60
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 C O N S O L I DAT E D STAT E M E N T O F
OT H E R C O M P R E H E N S I V E I N C O M E
FOR THE YEAR ENDED 30 JUNE 2023
PROFIT AFTER TAX FROM CONTINUING AND DISCONTINUED OPERATIONS
OTHER COMPREHENSIVE INCOME/(LOSS)
Items that may be reclassified subsequently to profit or loss:
Note
2023
$’000
17,363
2022
$’000
89,846
Exchange differences on translation of foreign operations
5.5
Total items that may be reclassified subsequently to the income statement
Items that will not be reclassified subsequently to the income statement:
Gain/(loss) on revaluation of investment in CTM
Tax on revaluation of investment in CTM
Total items that will not be reclassified subsequently to the income statement
5.5
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS)
TOTAL COMPREHENSIVE INCOME
Loss attributable to non-controlling interests
Profit attributable to Helloworld Travel Limited shareholders
878
878
3,123
(1,922)
1,201
2,079
19,442
(12)
19,454
19,442
(3,048)
(3,048)
(18,679)
5,604
(13,075)
(16,123)
73,723
(681)
74,404
73,723
The accompanying notes form part of this Financial Report
Three Sisters, Blue Mountains, NSW
61
helloworldlimited.com.au C O N S O L I DAT E D B A L A N C E S H E E T
AT 30 JUNE 2023
CURRENT ASSETS
Cash and cash equivalents
Cash deposits
Trade and other receivables
Prepayments
Accrued revenue
Inventories
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Equity accounted investments
Other investments
Property, plant and equipment
Right of use assets
Intangible assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Lease liabilities
Provisions
Deferred revenue
Other liabilities
Income tax payable
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities
Deferred tax liabilities
Provisions
Other liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
EQUITY ATTRIBUTABLE TO HELLOWORLD TRAVEL LIMITED SHAREHOLDERS
Non-controlling interest
TOTAL EQUITY
The accompanying notes form part of this Financial Report
62
Note
2023
$’000
2022
$’000
5.1
5.1
3.1
3.2
3.1
6.1
6.2
4.1
4.2
4.3
3.3
5.3
3.6
3.4
3.5
5.3
2.4
3.6
3.5
5.4
5.5
146,888
116,524
14,000
42,744
6,653
29,311
250
6,000
41,278
5,053
11,461
499
239,846
180,815
263
18,793
34,329
7,563
20,211
223,898
305,057
544,903
2,799
15,292
67,474
8,606
18,360
233,616
346,147
526,962
153,978
133,125
5,266
11,304
6,374
383
225
4,551
14,946
8,208
-
83
177,530
160,913
16,878
46,065
1,265
140
64,348
241,878
303,025
16,525
42,434
1,156
669
60,784
221,697
305,265
471,231
(7,097)
468,199
(17,625)
(161,564)
(146,609)
302,570
455
303,025
303,965
1,300
305,265
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 C O N S O L I DAT E D STAT E M E N T O F
C H A N G E S I N E Q U I T Y
FOR THE YEAR ENDED 30 JUNE 2023
BALANCE AT 1 JULY 2021
Profit/(loss) after tax
Employee share based expense
Other comprehensive loss
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR
Transactions with owners:
Additional investment by non-controlling interest
Issued
capital
$’000
Reserves
$’000
Accumulated
losses
$’000
Non-
controlling
interests
$’000
Total
equity
$’000
468,199
(1,554)
(237,136)
981
230,490
-
-
-
-
-
-
52
(16,123)
90,527
(681)
89,846
-
-
-
-
52
(16,123)
(16,071)
90,527
(681)
73,775
-
-
1,000
1,000
BALANCE AT 30 JUNE 2022
468,199
(17,625)
(146,609)
1,300
305,265
Issued
capital
$’000
Reserves
$’000
Accumulated
losses
$’000
Non-
controlling
interests
$’000
Total
equity
$’000
468,199
(17,625)
(146,609)
1,300
305,265
-
17,375
(12)
17,363
BALANCE AT 1 JULY 2022
Profit/(loss) after tax
Other comprehensive income
Transfer of redemption reserve to accumulated losses
Transfer of realised loss from investment revaluation reserve
to accumulated losses (Refer note 6.2)
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR
Transactions with owners:
Acquisition of non-controlling interest
Dividends paid (Refer note 5.6)
Franchise loyalty scheme shares lapsed in prior years
Franchise loyalty scheme and Omnibus share plan shares
exercised in prior years
-
-
-
-
-
-
-
-
2,079
7,200
4,323
13,602
-
-
(42)
3,032
(3,032)
-
(7,200)
(4,323)
5,852
(2,366)
(18,483)
42
-
-
-
-
2,079
-
-
(12)
19,442
(833)
(3,199)
-
-
(18,483)
-
-
BALANCE AT 30 JUNE 2023
471,231
(7,097)
(161,564)
455
303,025
The accompanying notes form part of this Financial Report
63
helloworldlimited.com.au C O N S O L I DAT E D STAT E M E N T O F
CAS H F L O W S
FOR THE YEAR ENDED 30 JUNE 2023
OPERATING ACTIVITIES
Receipts from customers(i)(ii)
Payments to suppliers and employees(i)
Interest received
Interest paid
Income tax refund received
NET OPERATING CASH FLOWS FROM CONTINUING OPERATIONS
Net operating cash flows from discontinued operations
NET OPERATING CASH FLOWS
INVESTING ACTIVITIES
Transfer into term deposits
Purchases of intangibles
Purchases of property, plant and equipment
Investment in Australiareiser Group
Investment in Tin Alley venture capital fund
Payment for additional interest in Entertainment Logistix Pty Ltd
Proceeds from sale of Corporate Travel Management Limited shares
Proceeds from sale of property, plant and equipment
Proceeds from sale of corporate business, net of costs
Dividends received from equity instruments
Dividends received from Mobile Travel Holdings Pty Limited
NET INVESTING CASH FLOWS FROM CONTINUING OPERATIONS
Net investing cash flows from discontinued operations
NET INVESTING CASH FLOWS
FINANCING ACTIVITIES
Dividends paid to company shareholders
Repayment of borrowings
Payment of principal elements of leases
NET FINANCING CASH FLOWS FROM CONTINUING OPERATIONS
Net financing cash flows from discontinued operations
NET FINANCING CASH FLOWS
NET INCREASE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents divested
Foreign currency exchange rate changes on cash and cash equivalents
Note
2023
$’000
2022
$’000
1,287,946
509,229
(1,263,693)
(509,045)
5.1
4.3
4.1
6.2
6.3
6.2
1.5
6.1
5.6
5.3
3,193
(703)
135
26,878
-
26,878
(8,000)
(1,183)
(2,257)
(2,929)
(68)
(3,200)
36,327
570
6,113
472
1,500
27,345
-
27,345
402
(2,721)
7,658
5,523
3,897
9,420
(6,000)
(3,522)
(344)
-
-
-
-
133
98,977
-
-
89,244
(214)
89,030
(18,483)
-
(5,257)
-
(81,000)
(5,562)
(23,740)
(86,562)
-
(669)
(23,740)
(87,231)
30,483
116,524
-
(119)
11,219
131,024
(25,793)
74
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR
5.1
146,888
116,524
(i)
Include certain amounts (inclusive of GST) received and paid on behalf of customers.
(ii)
Includes government wage subsidies received in the prior year.
The accompanying notes form part of this Financial Report
64
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 N OT E S TO T H E
F I N A N C I A L STAT E M E N T S
Page
Page
Basis of preparation
1.1 Basis of preparation
1.2 Accounting policies applicable to all
financial information
1.3 Critical accounting estimates
and judgements
1.4 New and amended accounting standards
and interpretations impacting the Group
1.5 Discontinued operations
Group performance
2.1 Revenue and other income
2.2
Interest income and interest expense
2.3 Segment information
2.4
Income taxes
2.5 Earnings per share
Working capital and provisions
3.1 Trade and other receivables
3.2 Accrued revenue
3.3 Trade and other payables
3.4 Deferred revenue
3.5 Other liabilities
3.6 Provisions
Invested capital
4.1 Property, plant and equipment
4.2 Right of use assets
4.3
Intangible assets
4.4
Impairment of non-financial assets
66
66
67
68
68
70
72
72
75
79
80
81
81
82
82
82
84
86
87
90
Capital structure and financing
activities
5.1 Cash and cash equivalents and
cash deposits
5.2 Financing arrangements
5.3 Lease liabilities
5.4
Issued capital
5.5 Reserves
5.6 Dividends
Group structure
6.1 Equity accounted investments
6.2 Other investments
6.3 Subsidiaries
Unrecognised items
7.1 Commitments
7.2 Contingent liabilities
7.3 Subsequent events
Other information
8.1 Share based payments
8.2 Related party transactions
8.3 Parent entity financial information
8.4 Deed of cross guarantee
8.5 Financial instruments and
risk management
8.6 Auditor’s remuneration
92
93
94
95
96
98
99
101
102
104
104
104
106
107
109
110
112
120
65
helloworldlimited.com.au
1. BASIS OF PREPARATION
1.1 BASIS OF PREPARATION
Helloworld Travel Limited and its subsidiaries (Helloworld or the Group) is a for profit company domiciled
and incorporated in Australia. The Financial Report of Helloworld Travel Limited consists of the consolidated
financial statements of the Group, associated notes, director’s declaration and auditor’s report.
This Financial Report was authorised for issue in accordance with a resolution of the Directors on 28 August 2023.
The Financial Report:
• is a General Purpose Financial Report which has been prepared on a going concern basis;
• has been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and other
authoritative pronouncements of the Australian Accounting Standards Board. Compliance with Australian
Accounting Standards ensures that the Financial Report complies with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB);
• has been prepared on the historical cost basis except for the revaluation of certain financial assets and
financial liabilities measured at fair value; and
• is presented in Australian dollars and amounts have been rounded to the nearest thousand dollars, unless
otherwise stated, in accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191.
The accounting policies have been applied consistently to all periods presented in the Financial Report unless
otherwise stated.
1.2 ACCOUNTING POLICIES APPLICABLE TO ALL FINANCIAL INFORMATION
This section sets out the significant accounting policies upon which the financial statements of the Group are
prepared as a whole and not otherwise described in the Notes to the financial statements. Where a significant
accounting policy is specific to a note to the financial statements, the policy is described within that note.
(a) Principles of consolidation
The financial statements of the Group include the consolidation of Helloworld Travel Limited and its
subsidiaries, being the entities controlled by the parent entity during the year. Control exists where the Group:
• is exposed to, or has rights to, variable returns from the entity; and
• has the ability to affect those returns through its power to direct the activities of the entity.
The ability to approve the operating and capital budget of a subsidiary demonstrate that the Group has the
existing rights to direct the relevant activities of a subsidiary.
Subsidiaries are consolidated from the date the Group takes control and are deconsolidated from the date
the Group ceases control. When the Group loses control over a subsidiary, it derecognises the related assets
(including goodwill), liabilities, non-controlling interest (if applicable) and any components of post acquisition
equity, with any resultant gain or loss recognised in the Consolidated income statement.
All intragroup balances, transactions and unrealised gains and losses resulting from intragroup transactions are
eliminated in full.
Where, the Group’s interest is less than 100 per cent, the interest attributable to outside shareholders is
reflected in non-controlling interests. Non-controlling interests represent the portion of profit or loss and net
assets not held by Group shareholders and are presented separately in the Consolidated income statement and
within equity in the Consolidated balance sheet respectively.
(b) Foreign currency
The financial statements are presented in Australian dollars (AUD), which is the functional currency of
Helloworld Travel Limited (the Company).
66
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 Transactions and balances
Foreign currency transactions are translated into AUD using the exchange rates at the date of the transactions.
Assets and liabilities denominated in foreign currencies are translated to AUD at the reporting date at the
following exchange rates:
• Monetary assets and liabilities - exchange rate applicable at reporting date; and
• Non-monetary assets and liabilities measured at historical cost - exchange rate applicable at date of transaction.
Foreign exchange differences arising on translation of these transactions are recognised in the Consolidated
income statement in the period in which they arise. Exchange differences on transactions entered to hedge
certain foreign currency risks (if the Group recommences its hedging program) are deferred in equity if they
relate to qualifying cash flow hedges.
Investments in foreign operations
Foreign operations that have a functional currency different from the Group’s presentation currency are
translated into the presentation currency as follows:
• Revenue and expenses are translated at the average exchange rate for the period or the exchange rate at the
date of the transaction (if considered more appropriate);
• Assets and liabilities, including goodwill and fair value adjustments arising on consolidation, are translated at
the exchange rate applicable at reporting date; and
• Equity items are translated at historical rates.
All resulting exchange differences are recognised in the Foreign Currency Translation Reserve (FCTR) in Other
Comprehensive Income (OCI). When a foreign operation is sold or any borrowings forming part of the net
investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain
or loss on sale.
(c) Goods and Services Tax (GST)
Revenue, expenses and assets are recognised net of Goods and Services Tax (GST), except where the GST
incurred is not recoverable from the taxation authority, in which case the GST is recognised as part of the
expense or cost of the asset.
Receivables and payables are stated with the amount of GST included. The net amounts of GST recoverable
from or payable to the taxation authorities are included as a current asset or current liability in the
Consolidated balance sheet.
Cash flows are included in the Consolidated statement of cash flows on a gross basis. The GST components of
cash flows arising from investing and financing activities which are recoverable from or payable to taxation
authorities are classified as operating cash flows.
1.3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Financial Report requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the Group’s accounting policies.
Actual results may vary from these estimates under different assumptions and conditions. The estimates
and judgements which involve a higher degree of complexity or that have a significant risk of causing material
adjustment to the carrying amounts of assets and liabilities within the next period are described below:
Impairment of non-current assets
Indicators of impairment may include changes in the Group’s operating and economic assumptions or impacts
on travel volumes due to geopolitical issues, pandemics and adverse key economic indicators which impact
people’s ability to afford travel.
The process of determining the recoverable amount of non-current assets requires the use of estimates,
including estimation of forecast revenue and costs as well as estimates of other key inputs such as Weighted
Average Cost of Capital (WACC) and terminal values. Refer note 4.4: Impairment of non-financial assets for the
key assumptions used in the calculation of recoverable amounts of non-current assets.
67
helloworldlimited.com.au Lease terms of contracts with extension options
Several of the Group’s property leases include extension and termination options. In determining the
term of the lease for the purposes of calculating the lease liability and the right of use asset, all facts and
circumstances are considered as to whether the Group is reasonably certain to exercise an extension option
or not exercise a termination option. Refer note 5.3: Lease liabilities for the key assumptions used in the
calculation of carrying values of lease liabilities.
Recoverability of trade receivables
Trade receivables relate to amounts invoiced to customers but not yet received. The determination of the
appropriate loss allowance on trade receivables is based on historical loss rates adjusted to reflect current and
forward looking market factors. Refer note 3.1: Trade and other receivables for the key assumptions used in the
calculation of carrying values of trade receivables.
Override commission revenue, including accrued override commission revenue
The Group enters into override commission revenue contracts with airlines and other suppliers. Override
commission is calculated for the supplier’s contract period, based on the value of eligible travel (or travel
related product) during the period at the expected contracted applicable override rates. Eligible travel for the
financial year is availed travel. Determination of the appropriate override rate is based on an estimation of the
expected eligible travel sales for the contract period (based on actual sales, forecast bookings and historical
trends). Refer note 2.1: Revenue and other income for the key assumptions used in the calculation of override
commission revenue.
Accrued override commission is the estimate of override commission revenue earned during the respective
customer contract period but not yet invoiced at balance date. It is considered a contract asset in accordance
with applicable accounting standards. The determination of the appropriate loss allowance on accrued revenue
is based on historical loss rates adjusted to reflect current and forward looking market factors. Refer note 3.1:
Trade and other receivables for the key assumptions used in the calculation of recoverable amounts of accrued
override commission revenue.
1.4 NEW AND AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS
IMPACTING THE GROUP
There were no significant impacts arising from accounting standards or interpretations adopted for the first
time in these financial statements.
There are no new accounting standards or interpretations, which are published but not yet effective at 30 June
2023, that are expected to have an impact on the Group in financial years commencing on or after 1 July 2023.
1.5. DISCONTINUED OPERATIONS
Sale of corporate travel management business in the year ended 30 June 2022
On 15 December 2021, the Group announced that it had entered into a binding agreement to divest its
corporate travel management business (Corporate business) in Australia and New Zealand to Corporate Travel
Management (CTM) for an enterprise value of $175.0 million. Proceeds received on 31 March 2022 consisted of:
• Cash of $100.0 million;
• Interim working capital adjustment of $4.078 million; and
• CTM shares to the value of $75.0 million, based on the placement value to CTM shareholders of $21 per
share resulting in 3,571,429 CTM shares. (Refer note 6.2: Other investments for shares disposed in FY23 and
the related subsequent accounting).
All conditions precedent were met by the Group and the sale was completed on 31 March 2022. Accordingly,
entities comprising the Corporate business were derecognised at that date and the Corporate business was
classified as a discontinued operation by the Group.
68
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023
Working capital receivable
In addition to the cash of $104.1 million received on 31 March 2022, the Group recognised additional proceeds
of $7.9 million at 30 June 2022. This represented the final working capital adjustment the Group believed it
was entitled to receive under the Share Sale Agreement. Subsequent negotiations with CTM resulted in an
agreement of a final working capital adjustment of $6.1 million and this was received by the Group on 27 March
2023. The difference between the estimated working capital receivable and the final amount received of $1.8
million has been recognised as an expense attributable to discontinued operations in the Consolidated income
statement for the current year.
1.5.1 PROFIT FROM DISCONTINUED OPERATIONS AFTER INCOME TAX
PROFIT ON SALE OF DISCONTINUED OPERATIONS
Net consideration comprised:
Cash received(i)
Working capital adjustment receivable
CTM shares received (at fair value)
Disposal costs
TOTAL CONSIDERATION
Less
Carrying value of net assets of businesses/controlled entities divested
Foreign currency translation reserve released to profit or loss on disposal
GAIN ON SALE OF DISCONTINUED OPERATION
Income tax expense attributable to gain on sale
PROFIT ON DISPOSAL AFTER INCOME TAX
(i)
Includes an interim working capital adjustment of $4.078 million.
NET ASSETS OF THE BUSINESSES/CONTROLLED ENTITIES DIVESTED:
Current assets
Non current assets
Current liabilities
Non current liabilities
NET ASSETS
NET PROFIT FROM DISCONTINUED OPERATIONS DURING THE PERIOD
Revenue
Expenses(i)
NET PROFIT/(LOSS) BEFORE INCOME TAX
Income tax expense(ii)
NET PROFIT/(LOSS) AFTER INCOME TAX DURING THE PERIOD (9 MONTHS)
TOTAL PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS AFTER INCOME TAX
2023
$'000
-
(1,822)
(1,822)
-
(1,822)
(1,822)
June 2022
$'000
104,078
7,935
84,821
(5,101)
191,733
(62,302)
1,239
130,670
(13,138)
117,532
58,277
56,598
(40,171)
(12,402)
62,302
2022
$'000
22,741
(20,957)
1,784
(685)
1,099
118,631
(i)
Represents the finalisation of the working capital adjustment associated with the sale of the Corporate business.
(ii)
In the current year, tax incurred is offset against carried forward tax losses.
SIGNIFICANT ACCOUNTING POLICIES
A discontinued operation is a component of the Group where the operations and cash flows can be clearly
distinguished from the rest of the Group. It represents a major line of operations and is part of a single
co-ordinated plan to dispose of a separate major line of operations.
Classification of the Corporate business as a discontinued operation occurred on the disposal date (31
March 2022).
69
helloworldlimited.com.au 2. GROUP PERFORMANCE
2.1 REVENUE AND OTHER INCOME
Commissions
Transaction and services fees
Marketing related activities
Freight revenue
Other revenue(i)
2023
$'000
117,981
3,628
9,798
24,043
5,434
2022
$'000
37,485
3,806
3,344
9,283
9,616
REVENUE FROM CONTRACTS WITH CUSTOMERS
160,884
63,534
Government wage subsidies(ii)
Sundry income(iii)
Dividends received
OTHER INCOME
INTEREST INCOME
-
1,281
556
1,837
3,193
1,906
3,272
-
5,178
558
TOTAL REVENUE AND OTHER INCOME
165,914
69,270
(i)
(ii)
Other revenue includes franchise fees and freight revenue from the Fiji transport business. The prior year also includes COVID-19
related call centre revenue.
During the prior year, government wage subsidies were received to assist with the financial impacts of the COVID-19 pandemic.
JobSaver payments of $1.4 million were received in Australia and $0.5 million under the New Zealand wage subsidy scheme
(scheme terminated on 9 December 2021).
(iii) During the prior year, $1.7 million of travel industry subsidies were paid by the Australian government to the Group to assist with
the recovery from COVID-19.
SIGNIFICANT ACCOUNTING POLICIES
(i) Commissions
At source commissions - retail
The Group's Retail businesses receive at source commission from suppliers for the arrangement of
travel, tours and travel related products. Revenue for these businesses is recognised on the date travel is
ticketed as this is when the performance obligation is met.
At source commissions - wholesale and inbound
The Group’s Wholesale business purchases individual travel components from hotels, transportation
providers (bus, rail and cruise) and attractions. Components are packaged into marketable holiday travel
packages and tours for the travel leisure market to local and overseas destinations. The commission
revenue recognised is the margin received between the arranged purchase price of travel products and
the retail price of the holiday package, net of commissions paid to travel agents. Revenue is recognised
at the point of time when all aspects of holiday packaged travel, including booking, ticketing and
management of all booking amendments prior to travel have been arranged (departure date), as this is
when the performance obligation has been met.
The Group’s Inbound business in Australia, New Zealand and Fiji receive at source commission for the
arrangement of airline tickets, tours and travel. Revenue is recognised at the point of time when the
traveller’s tour or travel has commenced (departure date) as this is when the performance obligation has
been met.
70
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 Override commission revenue
The Group receives override commissions from airline and leisure partners across the air, land, cruise
and travel products sold. Override commission is calculated for the contract period based on the value
of the eligible travel (or travel related products) during the period at the contracted tiered override
rates. Eligible travel for the financial year is availed travel. Eligible travel sales are based on actual
sales, forecast bookings and historical trends. Revenue is recognised on departure date or travel
commencement date as this reflects the point in time when the consideration is highly probable of not
being subject to reversal in future periods. Each supplier has separate contractual arrangements with the
Group and rates, performance tiers and periods vary accordingly.
Other types of commissions
The Group also receives commissions from suppliers for the sales of travel related products, such as
insurance and foreign currency purchasing services. These commissions are recognised as revenue at the
point of sale as they are non-refundable, the performance obligation has been met, and the amount can be
reliably measured.
(ii) Transaction and service fees
The Group’s air consolidation business charges customers a transaction fee when travel arrangements
are booked (via online or travel consultant). Transaction and service fees are recognised as revenue at the
point of time tickets are issued (ticketed date) as this is the time the performance obligation is met and
the transaction price is fixed. Where amendments occur after the initial transaction, these are treated
separately, and additional transaction fees applied.
(iii) Marketing related activities
The Group receives contributions from suppliers to compensate for the costs incurred in relation to the
production of brochures, marketing campaigns and activities and for travel conferences organised by the
Group. Revenue is recognised at a point of time when the marketing related activity is undertaken as the
performance obligation to the supplier has been met.
(iv) Freight revenue
Freight and logistics revenue is generated through the entertainment and logistics business in Australia.
Revenue is recognised when the service has been delivered at the total fee charged to the customer as the
Group acts as the principal in delivering the service to the customer. Revenue from entertainment tours
is recognised over time based on the percentage of the completed events, or in some cases, based on the
actual costs incurred by the Group while delivering the service.
(v) Other revenue
Franchise fees
Franchise fees primarily consist of network membership fees and information technology service fees
provided to the Group’s retail network members. Network membership fees are recognised over a period
of time on a straight-line basis over the life of the contract. Information technology service fees are
recognised over time when the services are provided.
Transport revenue
Transport revenue is generated from the tourist transport business in Fiji. Revenue is recognised at a
point in time the service is delivered and at the fee charged to the customer as the Group is acting as the
principal in the delivery of the service to the customer.
Call centre revenue
In the prior period, the Group operated call centres to support various COVID-19 public information and
contact tracing programmes. Revenue was recognised on an accrual basis as the service was provided.
71
helloworldlimited.com.au 2.2
INTEREST INCOME AND INTEREST EXPENSE
INTEREST INCOME
Interest expense(i)
Interest expense on lease liabilities
INTEREST EXPENSE
NET INTEREST EXPENSE
2023
$'000
3,193
-
(703)
(703)
2,490
2022
$'000
558
(1,914)
(807)
(2,721)
(2,163)
(i)
Prior year interest expense includes $0.3 million of non-cash amortised borrowing costs.
SIGNIFICANT ACCOUNTING POLICIES
Interest costs are recognised in the Consolidated income statement in the period in which they are
incurred. Lease interest costs comprise interest on lease liabilities calculated using the lessee’s
incremental borrowing rate. Non-lease interest costs comprise interest on borrowings calculated using
the effective interest method and the effect of unwinding the discount on make good provisions.
2.3 SEGMENT INFORMATION
2.3.1 DESCRIPTION OF SEGMENTS
The Chief Executive Officer and the Board are the Chief Operating Decision Makers (CODMs). During the
current period, the CODM assessed the Group’s performance and made strategic decisions on the basis of a
geographical perspective for the travel business and from a product perspective for the transport, logistics
and warehousing business, resulting in four reportable segments. In the prior year, the Transport, Logistics
and Warehousing activities were included within the Australia segment. The comparative information has been
restated to enable comparison with the current reporting period.
AUSTRALIA
NEW ZEALAND
REST OF WORLD (ROW)
•
Retail distribution operations
•
Retail distribution operations
•
Inbound
•
Air ticketing
•
Air ticketing
•
Tourism Transport Fiji
•
Wholesale and inbound
•
Wholesale and inbound
•
Shared service functions
•
Shared service functions
•
Shared service functions
TRANSPORT, LOGISTICS
AND WAREHOUSING
•
Entertainment industry
transport and logistics
•
Warehousing
72
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 2.3.2 SEGMENT INFORMATION PROVIDED TO THE CODM
The CODM assesses the performance of the Group and operating segments based on the financial measure of
Underlying EBITDA, which is not a measure prescribed by Australian Accounting Standards.
EBITDA represents earnings before interest expense, tax, depreciation and amortisation. Underlying EBITDA
represents EBITDA excluding significant items.
Segment results for the Group are shown below:
Travel
Operations
Australia
$'000
Travel
Operations
New Zealand
$'000
Travel
Operations
Rest of World
$'000
Transport,
Logistics and
Warehousing
$’000
4,540
173
YEAR ENDED 30 JUNE 2022
Commissions
Transaction and service fees
Marketing related activities
Freight revenue
Other revenue
REVENUE FROM CONTRACTS WITH CUSTOMERS
Government wage subsidies
Sundry income
Interest income
SEGMENT REVENUE AND OTHER INCOME
Segment expenses
Share of loss of equity accounted investments
32,772
3,806
3,009
-
8,790
48,377
1,445
2,539
540
52,901
(60,103)
(73)
-
335
-
41
4,916
461
647
17
6,041
(8,850)
-
UNDERLYING EBITDA PROFIT/(LOSS)
(7,275)
(2,809)
-
-
-
785
958
-
-
-
958
(908)
-
50
Travel
Operations
Australia
$'000
Travel
Operations
New Zealand
$'000
Travel
Operations
Rest of World
$'000
Transport,
Logistics and
Warehousing
$’000
YEAR ENDED 30 JUNE 2023
Commissions
Transaction and service fees
Marketing related activities
Freight revenue
Other revenue
98,258
3,532
8,424
-
2,641
18,707
96
1,374
-
226
REVENUE FROM CONTRACTS WITH CUSTOMERS
112,855
20,403
Sundry income
Dividends received
Interest income
SEGMENT REVENUE AND OTHER INCOME
Segment expenses
Share of profit of equity accounted investments
UNDERLYING EBITDA
898
556
2,686
116,995
(86,070)
1,981
32,906
200
-
505
21,108
(13,776)
-
7,332
1,016
-
-
-
2,567
3,583
28
-
-
3,611
(2,671)
-
940
Total
$’000
37,485
3,806
3,344
9,283
9,616
-
-
-
9,283
-
9,283
63,534
-
86
1
9,370
(9,967)
-
1,906
3,272
558
69,270
(79,828)
(73)
(597)
(10,631)
Total
$’000
117,981
3,628
9,798
24,043
5,434
-
-
-
24,043
-
24,043
160,884
155
-
2
1,281
556
3,193
24,200
165,914
(21,259)
(123,776)
-
2,941
1,981
44,119
73
helloworldlimited.com.au 2.3.3 OTHER SEGMENT INFORMATION: RECONCILIATION OF EBITDA AND
UNDERLYING EBITDA
UNDERLYING EBITDA(i)
Less significant items:
Settlement of supplier incentives
Employee bonuses relating to Corporate business divestment
Restructuring and other costs
TOTAL SIGNIFICANT ITEMS(ii)
EBITDA
Less non-cash items and finance expense
Depreciation of property, plant and equipment
Depreciation of right of use assets
Amortisation of intangible assets
Interest expenses on lease liabilities
Interest expense on borrowings
TOTAL NON-CASH ITEMS AND INTEREST EXPENSE
PROFIT/(LOSS) BEFORE INCOME TAX (EXPENSE)/BENEFIT
2023
$’000
2022
$’000
44,119
(10,631)
(2,838)
(1,000)
(498)
(4,336)
39,783
(2,934)
(4,473)
-
-
-
-
(10,631)
(3,790)
(5,067)
(10,616)
(13,890)
(703)
-
(807)
(1,914)
(18,726)
(25,468)
21,057
(36,099)
(i)
The segment measure has changed from EBITDA to Underlying EBITDA in the current year as a result of changes in the information
provided to the CODMs.
(ii)
Significant items are those gains or losses where their nature, including the expected frequency of the events giving rise to them,
and impact is considered material to the financial statements.
2.3.4 GEOGRAPHICAL INFORMATION
Internal management reports provided to the CODMs report total assets and total liabilities in a manner
consistent with the financial statements. Assets and liabilities are not allocated on the basis of segment
operations or by geographical location.
Non-current assets
Total non-current assets (other than deferred tax assets) are located in:
• Australia $262.8 million (2022: $307.8 million);
• New Zealand $31.4 million (2022: $32.5 million);
• Other countries $3.9 million (2022: $4.2 million); and
• Transport, Logistics and Warehousing $6.9 million (2022: $1.6 million).
74
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023
2.4
INCOME TAXES
2.4.1 AMOUNTS RECOGNISED IN THE CONSOLIDATED INCOME STATEMENT
Current income tax (expense)/benefit
Deferred income tax benefit relating to the origination and reversal of temporary differences(i)
Adjustment in respect of current tax (expense)/benefit of prior year
INCOME TAX (EXPENSE)/BENEFIT
(i) Deferred income tax expense relating to the origination and reversal of temporary differences
comprises:
Increase in deferred tax assets
Increase in deferred tax liabilities
DEFERRED INCOME TAX (EXPENSE)/BENEFIT
2023
$’000
(2,443)
328
243
(1,872)
3,873
(3,545)
328
2022
$’000
3,662
5,367
(1,715)
7,314
9,612
(4,245)
5,367
2.4.2 RECONCILIATION BETWEEN PRE-TAX PROFIT/(LOSS) AT THE STATUTORY TAX
RATE AND TAX (EXPENSE)/BENEFIT
PROFIT/(LOSS) BEFORE INCOME TAX
Income tax (expense)/benefit at the statutory tax rate of 30%
Add/(deduct) tax effect of:
Non-deductible amortisation
Share based payment expense
Tax losses recognised
Tax losses de-recognised
Franking credit and withholding tax offset utilised
Differences in overseas tax rates
Other non-deductible items
Under provision in prior year
INCOME TAX (EXPENSE)/BENEFIT
2023
$’000
21,057
(6,317)
(415)
-
3,889
(31)
569
135
55
243
(1,872)
2022
$’000
(36,099)
10,830
(415)
(40)
-
(1,012)
-
(237)
(97)
(1,715)
7,314
75
helloworldlimited.com.au
2.4.3 DEFERRED TAX ASSETS
Employee benefits
Payables and accruals
Lease liabilities
Tax losses(i)
Other
GROSS DEFERRED TAX ASSETS
Set-off of deferred tax assets and liabilities pursuant to set-off provisions
NET DEFERRED TAX ASSETS
2023
$’000
2,429
6,420
6,414
440
1,606
2022
$’000
2,337
6,042
6,323
5,040
1,440
17,309
21,182
(17,309)
(21,182)
-
-
(i)
At 30 June 2023 the Group had an unrecognised deferred tax benefit related to income tax losses of $0.07 million (2022: $1.0
million). The utilisation of these tax losses depends on meeting the requirements of the tax law in the countries to which they relate.
There is no unrecognised deferred tax asset relating to unused capital losses (2022: $2.0 million).
Under Australian tax law, the group has been able to apply tax credits from carrying back tax losses from 2020
and 2021 to reduce income tax liabilities for 2019 totalling $7.7 million.
Tax
losses
$’000
3,167
7,657
(7,657)
7,728
1,347
(6,167)
(1,035)
Other
$’000
Total
$’000
3,454
28,766
-
-
-
(7,657)
(1,640)
10,051
(281)
1,066
-
-
(6,167)
(1,035)
-
-
-
(2,534)
-
(93)
(3,842)
6,323
5,040
1,440
21,182
6,323
5,040
1,440
21,182
91
(4,600)
166
(3,873)
6,414
440
1,606
17,309
Movement in temporary differences during the year
Employee
benefits
$’000
Payables and
accruals
$’000
Property
plant and
equipment
$’000
Lease
liabilities
$’000
BALANCE AT 1 JULY 2021
3,960
8,835
188
9,162
Reclassifications
Tax refund received
(Charged)/credited
- to profit or loss
(2,850)
(4,807)
-
-
-
-
-
-
2,030
2,426
(188)
(305)
- to profit from discontinued operations
Offset tax payable
Tax losses derecognised
Reductions: divested business
BALANCE AT 30 JUNE 2022
-
-
-
-
-
-
(803)
2,337
(412)
6,042
BALANCE AT 1 JULY 2022
2,337
6,042
(Charged)/credited
- to profit or loss
BALANCE AT 30 JUNE 2023
92
2,429
378
6,420
-
-
-
-
-
-
-
-
76
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 2.4.4 DEFERRED TAX LIABILITIES
Investment in equity accounted investments
Accrued revenue
Property, plant and equipment
Right of use assets
Intangibles
Other
GROSS DEFERRED TAX LIABILITIES
Set-off of deferred tax assets and liabilities pursuant to set-off provisions
NET DEFERRED TAX LIABILITIES
Movement in temporary differences during the year
2023
$’000
4,823
16,119
1,813
5,844
34,042
733
63,374
2022
$’000
8,142
13,315
-
5,508
34,426
2,225
63,616
(17,309)
(21,182)
46,065
42,434
BALANCE AT 1 JULY 2021
(Charged)/credited
- to profit or loss
- to profit from discontinued
operations
- to other comprehensive income
Reductions: divested business
BALANCE AT 30 JUNE 2022
Other
investments
$’000
-
-
13,746
(5,604)
-
8,142
Accrued
revenue
$’000
16,982
Property
plant and
equipment
$’000
Right of
use assets
$’000
Intangibles
$’000
99
7,424
35,650
Other
$’000
1,690
Total
$’000
61,845
2,710
(99)
436
1,166
32
4,245
-
-
(6,377)
13,315
-
-
-
-
-
-
-
-
-
-
-
13,746
(5,604)
(2,352)
(2,390)
503
(10,616)
5,508
34,426
2,225
63,616
5,508
34,426
2,225
63,616
BALANCE AT 1 JULY 2022
8,142
13,315
(Charged)/credited
- to profit or loss
467
2,804
1,813
- to other comprehensive income
(3,786)
-
-
336
-
(384)
(1,492)
3,544
-
-
(3,786)
BALANCE AT 30 JUNE 2023
4,823
16,119
1,813
5,844
34,042
733
63,374
Unrecognised temporary differences
The Group had undistributed earnings for controlled entities which if paid out as dividends would be non-
assessable exempt income and not subject to tax in the hands of the recipient. Therefore, no deferred tax
liability has been recorded in relation to the undistributed earnings.
77
helloworldlimited.com.au SIGNIFICANT ACCOUNTING POLICIES
Income tax expense/benefit in the Consolidated income statement for the period presented comprises
current and deferred tax. Income tax is recognised in the profit or loss except to the extent that it relates
to items recognised in other comprehensive income, or directly in equity, in which case the tax is also
recognised in other comprehensive income, or directly in equity, respectively.
Current tax
Current tax payable represents the amount expected to be paid to taxation authorities on taxable income
for the period, using tax rates enacted or substantively enacted at the reporting date and any adjustment
to tax payable in respect of previous periods.
Deferred tax
Deferred tax is calculated using the balance sheet method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting and taxation purposes. Deferred tax
is measured at the rates that are expected to apply in the period in which the liability is settled, or asset
realised, based on tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial
recognition (other than in a business combination) of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit or in relation to the initial recognition of goodwill.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the deductible temporary differences or unused tax losses and tax offsets can be
utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax
benefit will be realised.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Tax consolidation legislation
Helloworld Travel Limited and its wholly owned Australian controlled entities have implemented the
tax consolidation legislation. The head entity, Helloworld Travel Limited, and its 100% wholly-owned
subsidiaries in the Australian income tax consolidated group account for their own current and deferred
tax amounts. These tax amounts are measured as if each entity in the Australian income tax consolidated
group continues to be a standalone taxpayer.
In addition to its own current and deferred tax amounts, Helloworld Travel Limited also recognises the
current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax
credits assumed from controlled entities in the Australian income tax consolidated group where applicable.
Nature of tax funding arrangements and tax sharing agreements
Helloworld Travel Limited, in conjunction with the other 100% wholly owned subsidiary members of the
Australian income tax consolidated group, has entered into a tax funding arrangement which sets out the
funding obligations of members of the Australian income tax consolidated group in respect of the Group’s
tax liability. The tax funding arrangements require payments to/from the head entity equal to the current
tax liability/(asset) assumed by the head entity and any deferred tax asset relating to tax losses be
assumed by the head entity, resulting in the head entity recognising an intercompany receivable/(payable)
equal in amount to the tax liability/(asset) assumed. The intercompany receivable/(payable) is at call.
The amounts receivable/payable under the tax funding arrangement are due upon receipt of the funding
advice from the head tax entity, which is issued as soon as practicable after the end of each financial year.
The head tax entity may also require payment of interim funding amounts to assist with its obligations to
pay tax instalments. Where an entity exits the Australian tax consolidated group, the entity is required to
make a payment to the head entity equal to its tax liability (or a reasonable estimate of that amount) for
the period in which the exit occurs. As a result, the exiting entity is released from any group tax liability
for that period.
78
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 2.5. EARNINGS PER SHARE (EPS)
PROFIT FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT ENTITY USED IN EPS
Profit/(loss) from continuing operations
Profit/(loss) from discontinued operations
WEIGHTED AVERAGE NUMBER OF SHARES (WANOS) USED IN EARNINGS PER SHARE
Basic earnings per share(i)
Diluted earnings per share
BASIC EARNINGS/(LOSS) PER SHARE
Continuing operations
Discontinued operations
DILUTED EARNINGS/(LOSS) PER SHARE
Continuing operations
Discontinued operations
2023
$’000
19,197
(1,822)
17,375
2022
$’000
(28,104)
118,631
90,527
2023
Number
2022
Number
155,027,845
155,027,845
155,027,845
155,027,845
Cents per share
2023
12.4
(1.2)
11.2
2022
(18.1)
76.5
58.4
Cents per share
2023
12.4
(1.2)
11.2
2022
(18.1)
76.5
58.4
(i)
At 30 June 2023, Helloworld Travel Limited had 155,027,845 (2022: 155,027,845) ordinary shares on issue.
(ii)
On the 11 August 2023, the Group issued 3,647,998 fully paid ordinary shares as part consideration for the acquisition of the
Express Travel Group (Refer note 7.3: Subsequent events).
(iii) On 25 August 2023, the Group issued 479,781 fully paid ordinary shares as part consideration for the acquisition of Phil Hoffmann
Travel (Refer note 7.3: Subsequent events).
Paris, France
79
3. WORKING CAPITAL AND PROVISIONS
3.1. TRADE AND OTHER RECEIVABLES
CURRENT
Trade receivables
Loss allowance
TRADE RECEIVABLES NET OF LOSS ALLOWANCE
Other receivables
TOTAL OTHER RECEIVABLES
2023
$’000
39,357
(1,922)
37,435
5,309
5,309
2022
$’000
33,788
(2,393)
31,395
9,883
9,883
TOTAL CURRENT TRADE AND OTHER RECEIVABLES
42,744
41,278
NON-CURRENT
Other receivables
TOTAL NON-CURRENT TRADE AND OTHER RECEIVABLES
263
263
2,799
2,799
SIGNIFICANT ACCOUNTING POLICIES
Trade and other receivables
Trade receivables relate to amounts invoiced to customers but not yet received. They are recognised
initially at the transaction price. As trade receivables are held with the objective of collecting contractual
cash flows, they are subsequently measured at amortised cost using the effective interest rate method.
Trade receivables are non-interest bearing and are generally collected within 7 to 30 days from the date
of invoice and are therefore presented as current assets. Non-current other receivables are those where
collection is not expected within 12 months from the reporting date and are measured at the present
value of future net cash inflows expected to be received.
Impairment of trade receivables
Collectability of receivables (including accrued revenue) is reviewed on an ongoing basis. Individual debts
that are known to be uncollectable are written off by management following a review of specific debtors
with factors indicating that the debt may not be repaid. The Group applies the simplified approach
to measuring expected credit losses for trade receivables using a lifetime expected loss allowance
approach. To measure the expected credit losses, receivables are grouped based on shared credit risk
characteristics and days past due. The expected loss rates applied to receivables at 30 June are based on
historical loss rates adjusted to reflect current and forward looking market factors. The loss allowance is
recognised in profit or loss within operating expenses.
Impairment of other receivables
Collectability of other receivables is reviewed on an ongoing basis with specific allowances made for any
expected credit losses based on a review of all outstanding amounts at reporting period-end. Individual
receivables are written off when management deems them unrecoverable.
80
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 3.2. ACCRUED REVENUE
Accrued override commission(i)
Loss allowance
TOTAL ACCRUED REVENUE
2023
$’000
29,311
-
29,311
2022
$’000
14,961
(3,500)
11,461
(i)
Increase of $14.4 million reflects the growth in air travel in FY23 following the recovery from the COVID-19 pandemic.
SIGNIFICANT ACCOUNTING POLICIES
Accrued revenue relates to amounts owed to the Group that have not yet been invoiced.
Accrued override commission
Accrued override commission is the estimate of override commission revenue earned during the respective
customer contract period but not yet invoiced at balance date. It is considered a contract asset in accordance
with applicable accounting standards. Refer to note 2.1: Revenue and other income for further details of the
recognition and measurement of override commissions. Accrued override commission is transferred to trade
receivables when the contract period with the airline or leisure partner is completed and the final amount of
the override commission has been calculated and invoiced in accordance with the contract.
The contract periods with airline and leisure partners for override commission varies from one to
twelve months. As a result, the accrued revenue recorded on the Consolidated balance sheet at 30 June
is invoiced and settled in the following financial year. The estimated accrued override commission is
subsequently adjusted for any differences between the Group’s initial estimate and finalisation with the
respective contractual partner.
Impairment of accrued revenue
Refer to note 3.1: Trade and other receivables for further details of the recognition and measurement of
the loss allowance.
3.3 TRADE AND OTHER PAYABLES
Trade payables
Accruals
Other payables
TOTAL TRADE AND OTHER PAYABLES
2023
$’000
100,324
21,920
31,734
2022
$’000
92,530
15,413
25,182
153,978
133,125
The group has recognised a defined contribution plan expense of $3.7 million (2022: $3.1 million) in the consolidated income statement.
SIGNIFICANT ACCOUNTING POLICIES
Trade and other payables represent liabilities for goods and services provided to the Group prior to
the end of the financial year which are unpaid. They include amounts owing to participating retail travel
agents under the Group’s incentive program (reported within selling expenses in the Consolidated income
statement) which are assessed based on the volume of completed sales made with designated preferred
suppliers of the Group.
Trade and other payables are non-interest bearing, unsecured and are normally settled within 7 to 30 day
payment terms from the date of invoice. The Group’s contractual arrangements generally allow the Group
to defer payment of travel related payables until funds have been received from the customer or agent.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months
after the reporting period. They are recognised initially at their fair value and subsequently measured at
their amortised cost. Non trade payables and accruals are non-interest bearing.
81
helloworldlimited.com.au 3.4 DEFERRED REVENUE
Supplier incentives
Unearned income(i)
TOTAL DEFERRED REVENUE
2023
$’000
1,397
4,977
6,374
2022
$’000
1,603
6,605
8,208
(i)
The Group has not provided information on the unsatisfied and partially satisfied performance obligations at reporting date which
are part of a contract that has an original expected duration of one year or less, as permitted by AASB 15 Revenues from contracts
with customers.
SIGNIFICANT ACCOUNTING POLICIES
Supplier incentives
The Group receives incentives from suppliers when entering into long term contracts. Incentives
deferred at 30 June 2023 relate to contracts with terms of between 5 to 7 years. Supplier incentives
are recognised in the Consolidated income statement over the life of the contract based on specific
performance criteria.
Unearned income
Unearned income is considered a contract liability recognised in accordance with applicable accounting
standards. It represents money received from customers prior to finalisation of the travel booking. These
funds represent:
• Amounts used to purchase travel products associated with the travel bookings; and
• The revenue commission on the booking.
The revenue commission is recognised in the profit or loss in accordance with the revenue recognition
policy in note 2.1: Revenue and other income.
3.5 OTHER LIABILITIES
CURRENT
Deferred payments(i)
TOTAL CURRENT OTHER LIABILITIES
NON-CURRENT
Deferred payments(i)
Other liabilities
TOTAL NON-CURRENT OTHER LIABILITIES
2023
$’000
383
383
-
140
140
2022
$’000
-
-
460
209
669
(i)
Relates to deferred contingent consideration (override commission due on TTV) payable by the Group for the Cruiseco business
acquired on 30 November 2020.
3.6 PROVISIONS
CURRENT
Employee benefits - annual leave
Employee benefits - long service leave
Other
TOTAL CURRENT PROVISIONS
NON-CURRENT
Employee benefits - long service leave
Lease make good
TOTAL NON-CURRENT PROVISIONS
82
2023
$’000
3,536
4,130
3,638
2022
$’000
3,132
4,214
7,600
11,304
14,946
67
1,198
1,265
26
1,130
1,156
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 MOVEMENTS IN PROVISIONS
BALANCE AT 1 JULY 2021
Provision charged/(released) to income statement
Payments made from provision
Reductions: divested business
BALANCE AT 30 JUNE 2022
Current
Non-current
BALANCE AT 30 JUNE 2022
BALANCE AT 1 JULY 2022
Provision charged/(released) to income statement
Additions
Payments made from provision
BALANCE AT 30 JUNE 2023
Current
Non-current
BALANCE AT 30 JUNE 2023
Lease
make good
$’000
Other
$’000
Total
$’000
1,357
10,425
11,782
18
(165)
(80)
(1,941)
(884)
-
1,130
7,600
-
7,600
1,130
1,130
-
7,600
(1,923)
(1,049)
(80)
8,730
7,600
1,130
8,730
1,130
7,600
8,730
3
80
(15)
-
-
3
80
(3,962)
(3,977)
1,198
3,638
4,836
-
3,638
1,198
1,198
-
3,638
3,638
1,198
4,836
SIGNIFICANT ACCOUNTING POLICIES
A provision is recognised when the Group has a present legal or constructive obligation as a result of a
past event, it is probable that an outflow of economic benefits will be required to settle the obligation,
and a reliable estimate can be made as to the amount of the obligation. The amount recognised is the best
estimate of the consideration required to settle the present obligation at the reporting date, taking into
account the risks and uncertainties surrounding the obligation. Provisions are not recognised for future
operating losses.
Employee benefits
A liability is recognised for benefits accruing to employees in respect of annual leave and long service
leave. Liabilities 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. Liabilities which are not expected to be
settled within 12 months are measured as the present value of the estimated future cash outflows to
be made by the Group in respect of services provided by employees up to the reporting date discounted
using a 10 year corporate bond rate.
The Group does not expect all employees to take the full amount of accrued leave or require payment
within the next 12 months.
Lease make good
A provision is recognised for the estimated cost of expenditure required to complete dismantling and
site restoration obligations required by existing lease contracts. Liabilities which are not expected to be
settled within 12 months are measured as the present value of the estimated future cash outflows.
83
helloworldlimited.com.au 4.
INVESTED CAPITAL
4.1 PROPERTY, PLANT AND EQUIPMENT
BALANCE AT 1 JULY 2021
Additions
Disposals
Reductions: divested business
Foreign currency differences
Depreciation charge
BALANCE AT 30 JUNE 2022
AT 30 JUNE 2022
Cost
Accumulated depreciation
NET BOOK AMOUNT
BALANCE AT 1 JULY 2022
Additions
Reclassifications
Disposals
Foreign currency differences
Depreciation charge
BALANCE AT 30 JUNE 2023
AT 30 JUNE 2023
Cost
Accumulated depreciation
NET BOOK AMOUNT
Land and
buildings
$’000
Equipment including
motor vehicles
$’000
Leasehold
improvements
$’000
638
-
-
-
11
(11)
638
733
(95)
638
638
10
-
-
21
(11)
658
772
(114)
658
8,876
344
(21)
(359)
(11)
(3,162)
5,667
29,113
(23,446)
5,667
5,667
1,730
171
(656)
93
(2,375)
4,630
29,703
(25,073)
4,630
3,221
-
-
(130)
(14)
(776)
2,301
8,620
(6,319)
2,301
2,301
517
-
-
5
(548)
2,275
8,976
(6,701)
2,275
Total
$’000
12,735
344
(21)
(489)
(14)
(3,949)
8,606
38,466
(29,860)
8,606
8,606
2,257
171
(656)
119
(2,934)
7,563
39,451
(31,888)
7,563
Maldives
84
FINANCIAL STATEMENTS SIGNIFICANT ACCOUNTING POLICIES
Carrying value
The Group’s property, plant and equipment are measured at cost less accumulated depreciation and
impairment losses. Cost includes any expenditure that is directly attributable to the acquisition of
property, plant and equipment.
Depreciation
Assets are depreciated on a straight-line basis over their estimated useful lives to their residual values.
Leasehold improvements are depreciated over the shorter of the lease term or their useful lives. Land is
not depreciated.
The expected useful lives of property, plant and equipment have not changed from the prior year and are
as follows:
• Buildings
• Equipment including motor vehicles
• Leasehold improvements
40 years
2.5 to 10 years
5 to 10 years
Proceeds from sale of assets
The gross proceeds from asset sales are recognised at the date that an unconditional contract of sale is
exchanged with the purchaser or when title passes. The net gain or loss is recognised in profit or loss.
Impairment
Property, plant and equipment are tested for impairment in accordance with the policy for impairment of
non-financial assets disclosed in Note 4.4: Impairment of non-financial assets.
85
4.2 RIGHT OF USE ASSETS
BALANCE AT 1 JULY 2021
Additions
Disposals
Reductions: divested business
Modifications to lease terms
Foreign currency differences
Depreciation charge
BALANCE AT 30 JUNE 2022
AT 30 JUNE 2022
Cost
Accumulated depreciation and impairment
NET BOOK AMOUNT
BALANCE AT 1 JULY 2022
Additions
Modifications
Foreign currency differences
Depreciation charge
BALANCE AT 30 JUNE 2023
AT 30 JUNE 2023
Cost
Accumulated depreciation and impairment
NET BOOK AMOUNT
Property
$’000
Motor Vehicles
$’000
25,025
4,247
(646)
(5,791)
1,384
(142)
(5,723)
18,354
34,220
(15,866)
18,354
18,354
2,996
822
107
(4,296)
17,983
37,216
(19,233)
17,983
17
-
-
-
-
-
(11)
6
48
(42)
6
6
2,405
(6)
-
(177)
2,228
2,405
(177)
2,228
Total
$’000
25,042
4,247
(646)
(5,791)
1,384
(142)
(5,734)
18,360
34,268
(15,908)
18,360
18,360
5,401
816
107
(4,473)
20,211
39,621
(19,410)
20,211
SIGNIFICANT ACCOUNTING POLICIES
Property right of use assets
Property right of use assets relate to the benefits derived from various leased offices under non-
cancellable agreements.
Motor vehicle right of use asset
Motor vehicle right of use assets relate to the benefits derived from vehicles used by the Entertainment
Logistix business under non-cancellable agreements.
Accounting for right of use assets
Right of use assets (lease assets) are initially measured at cost, comprising:
• Initial lease liability;
• Lease payments at or before the lease commencement date (less any incentives received);
• Initial direct costs; and
• Estimate of any costs to dismantle, remove or remediate the asset at the end of the lease.
Lease assets are subsequently depreciated on a straight-line basis over the shorter of the lease term or
the useful life of the underlying asset. Lease assets are tested for impairment in accordance with the policy
adopted for non-financial assets in note 4.4: Impairment of non-financial assets. Subsequent to initial
measurement, when the lease liability is remeasured, a corresponding adjustment is made to the value of
the lease asset, or the Consolidated income statement if the lease asset is already reduced to zero.
86
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 4.3
INTANGIBLE ASSETS
Retail
distribution
systems
$’000
Goodwill
$’000
Agent
network
$’000
Commercial
agreements
$’000
Customer
bases
$’000
Brand
names and
trademarks
$’000
Technology
assets
$’000
Total
$’000
BALANCE AT 1 JULY 2021
122,415
104,400
8,310
15,752
7,335
2,127
30,495 290,834
Additions: purchased
Additions: internal projects
-
-
Reductions: divested business
(33,568)
Foreign currency differences
Amortisation charge
(876)
-
-
-
-
-
-
-
-
-
-
-
-
-
(74)
(19)
-
-
-
-
1,372
2,364
1,372
2,364
(6,808)
(1,093)
(3,852) (45,395)
-
-
(22)
(917)
(3,412)
(527)
(170)
(10,533) (14,642)
BALANCE AT 30 JUNE 2022
87,971
104,400
8,310
12,247
AT 30 JUNE 2022
Cost
463,419
104,400
8,810
24,904
Accumulated amortisation and
impairment
(375,448)
-
(500)
(12,657)
NET BOOK AMOUNT
87,971
104,400
8,310
12,247
BALANCE AT 1 JULY 2022
87,971
104,400
8,310
12,247
Additions: purchased
Additions: internal projects
Reclassifications
Foreign currency differences
Amortisation charge
-
-
-
397
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12
(2,575)
BALANCE AT 30 JUNE 2023
88,368
104,400
8,310
9,684
AT 30 JUNE 2023
Cost
463,862
104,400
8,810
25,024
Accumulated amortisation and
impairment
(375,494)
-
(500)
(15,340)
NET BOOK AMOUNT
88,368
104,400
8,310
9,684
-
-
-
-
-
-
-
-
-
-
-
-
-
-
864
19,824 233,616
9,143
96,539 707,215
(8,279)
(76,715) (473,599)
864
19,824 233,616
864
19,824 233,616
-
-
-
-
479
704
479
704
(610)
(610)
(84)
325
(100)
(7,941) (10,616)
764
12,372 223,898
9,143
95,919 707,158
(8,379)
(83,547) (483,260)
764
12,372 223,898
87
helloworldlimited.com.au NATURE OF INTANGIBLE ASSETS
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the share of the net
identifiable assets acquired.
Retail distribution systems
Retail distributions systems are the integrated system of methods, procedures, techniques and other systems
which facilitate the day-to day running of the retail business. This includes access to products/inventory,
brands, marketing, advertising, promotional techniques, training and operational manuals of the network. Due
to the interdependencies between these components, the Group considers these assets to be complementary
and are recognised as single identifiable assets.
Agent networks
Agent networks were separately identified and valued as part of the merger with AOT Group Limited. It
represents the agreements with travel agents for the provision of wholesale and inbound domestic travel
products such as packaged tours.
Commercial agreements
Commercial agreements represent:
• The value attributable to agreements entered into with travel agents, servicing leisure and corporate travel,
that are part of the Helloworld Travel member network; and
• Long-term supplier agreements relating to revenue contracts.
Customer bases
Customer bases represented the value attributable to key customer relationships within the Corporate
business. The customer bases intangible assets were acquired as part of business combinations and were
divested with the sale of Corporate business in the prior year.
Brand names and trademarks
Brand names and trademarks are intangible assets acquired as part of a past business combination and include
wholesale business brands.
Technology assets
Technology assets consist of:
• Software, website and other technology assets that were acquired through external suppliers or via business
combinations; and
• Internally developed and enhanced Group technology platforms. Costs capitalised include external direct costs
of materials and service, and direct payroll and payroll related costs of employees’ time spent on the project.
GOODWILL BY CASH GENERATING UNIT (CGU)
Australia retail distribution operations(i)
Australia wholesale and inbound(i)
New Zealand(ii)
GOODWILL, NET OF IMPAIRMENT
2023
$’000
34,610
44,479
9,279
88,368
2022
$’000
34,610
44,479
8,882
87,971
(i)
Represent the Australian reportable segment of Travel Operations Australia for management purposes.
(ii)
Represent the New Zealand reportable segment of Travel Operations New Zealand for management reporting purpose.
(iii) No goodwill has been allocated to the Rest of World CGU, which equates to the Rest of World reportable segment for management
reporting purposes.
RETAIL DISTRIBUTION SYSTEMS BY CGU
AUSTRALIA RETAIL DISTRIBUTION OPERATIONS
2023
$’000
2022
$’000
104,400
104,400
88
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 SIGNIFICANT ACCOUNTING POLICIES
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the share of the
net identifiable assets acquired. Following initial recognition, goodwill is measured at cost less any
accumulated impairment losses.
Intangible assets with indefinite useful life
(i) Retail distribution systems
The Group has determined that these retail distribution systems have an indefinite useful life due to the
ongoing effectiveness of the systems which support the Australian retail network and are allocated to the
Australian retail distribution operations CGU. Retail distribution systems are considered indefinite life
intangible assets and are therefore measured at cost less any accumulated impairment losses.
(ii) Agent networks
The Group considers that the agent networks have an indefinite useful life as there are no indications that
these relationships will not continue to provide future benefits. It is entirely allocated to the Australia
wholesale and inbound CGU. Agent networks are therefore measured at cost less any accumulated
impairment losses.
Intangible assets with finite useful life
(i) Commercial agreements
Commercial agreements are measured at cost and amortised over their useful life between 5 and 12 years.
(ii) Customer bases
Customer bases were part of the divested Corporate business. They were measured at cost and amortised
over their useful life of 8 years.
(iii) Brand names and trademarks
Brand names and trademarks are measured at cost and are amortised over their useful life of 7 to 20 years.
(iv)Technology assets
Amounts paid for the development of software and website intangible assets are capitalised only when
it is probable the future economic benefits of the project will flow to the Group and the Group controls
the software.
The booking system and related website technology acquired from the Flight Systems Group is measured
at cost and is being amortised over 10 years. All other technology assets are measured at cost and are
amortised over a useful life of 2.5 to 7 years.
Impairment
Intangible assets are tested for impairment in accordance with the policy for impairment of non-financial
assets disclosed in note 4.4: Impairment of non-financial assets.
89
helloworldlimited.com.au 4.4
IMPAIRMENT OF NON-FINANCIAL ASSETS
Key assumptions
Following are the key assumptions applied in calculating the recoverable amount using the Value in Use method:
KEY ASSUMPTION
COMMENTARY
TOTAL TRANSACTION VALUE (TTV)
Australia retail distribution
operations CGU
Travel is forecast to gradually increase to 80% of FY19 volumes in 2028, which is
conservative compared to industry forecasts.
Australia wholesale and inbound
CGU
Travel is forecast to gradually increase to 90% of FY19 volumes in 2028, which is
conservative compared to industry forecasts.
New Zealand
The New Zealand CGU comprises inbound and outbound leisure. Travel is forecast to
gradually increase to 100% of FY19 volumes in 2027, which is conservative compared to
industry forecasts.
REVENUE MARGINS/EBITDA
Revenue margins are forecast to return to historical levels for each revenue stream,
allowing for changes in TTV mix within the respective CGU. Variable costs including
employee benefits expenditure have been forecast as a percentage of TTV or revenue.
LONG-TERM GROWTH
The terminal value calculations have an equivalent revenue and operating expense growth
assumption of 2% (2022: 2%).
DISCOUNT RATES
Discount rates applied in the testing of recoverable amounts reflect the post-tax
weighted average cost of capital. A 14.0% discount rate (2022: 12.0%) has been applied
to the Australian CGUs and a 14.0% discount rate (2022: 12.0%) has been applied to the
New Zealand CGU.
Sensitivity analysis
The recoverable amount is sensitive to changes in the key assumptions described above. The impact of reasonably
possible changes in key assumptions is shown in the table below and has been calculated in isolation from other
changes. In the event that multiple changes took place simultaneously, this may result in an impairment.
RESULTANT IMPAIRMENT CHANGE
TTV reduction to key
assumption(i)(ii)
EBITDA
reduction to key
assumption
Long-term growth
decrease
Discount rate
increase
GOODWILL
5.0%
5.0%
1.0%
1.0%
Australia retail distribution operations
No impairment
No impairment
No impairment
No impairment
Australia wholesale and inbound
No impairment
No impairment
No impairment
No impairment
New Zealand
No impairment
No impairment
No impairment
No impairment
Transport, Logistics and Warehousing
No impairment
No impairment
No impairment
No impairment
Rest of World
No impairment
No impairment
No impairment
No impairment
(i)
TTV does not represent revenue in accordance with Australian Accounting Standards and is not subject to audit. TTV represents
the price at which travel products and services have been sold across the Group, as agents for various airlines and other service
providers, plus revenue from other sources. The Group’s revenue is, therefore, derived from TTV. TTV does not represent the Group
cash inflows as some transactions are settled directly between the customer and the supplier.
(ii)
A reduction in forecast TTV has a corresponding impact on forecast revenues and variable operating expenditures, working capital
and tax.
90
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 SIGNIFICANT ACCOUNTING POLICIES
An impairment loss is incurred when the carrying amount of an asset or a CGU exceeds its estimated
recoverable amount.
Impairment of non-financial assets
The carrying amounts of the Group’s non-current assets are reviewed for impairment as follows:
• Lease assets, property, plant and equipment, and finite life intangibles: when there is an indication that
the asset may be impaired (assessed at least each reporting date) or when there is an indication that a
previously recognised impairment may need to be reversed.
• Goodwill and indefinite life intangibles: at least annually and when there is an indication that the asset
may be impaired.
The Group’s impairment testing is performed at an individual CGU level. The Group assessed the carrying
amounts of CGUs and no impairments were recognised.
Calculation of recoverable amount
The recoverable amount of an asset is the greater of its value in use and its fair value less costs of
disposal. For an asset that does not generate largely independent cash inflows, recoverable amount is
assessed at the CGU level, which is the smallest group of assets generating cash inflows independent of
other CGUs that benefit from the use of the respective asset.
Recoverable amount has been determined using the Value in Use method. Cash flow forecast have been
approved by management and are forecast for a period of 5 years.
Goodwill is allocated to those CGUs or groups of CGUs that are expected to benefit from the business
combination in which the goodwill arose, identified according to operating segments and grouped at the
lowest levels for which goodwill is monitored for internal management purposes.
Impairment losses are recognised in the profit or loss. Impairment losses recognised in respect of a CGU
are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce
the carrying amount of other assets in the CGU on a pro-rata basis.
91
5
CAPITAL STRUCTURE AND FINANCING ACTIVITIES
5.1 CASH AND CASH EQUIVALENTS AND CASH DEPOSITS
Cash at bank and on hand(i)
Restricted cash at bank(ii)
CASH AND CASH EQUIVALENTS
Cash deposits(i)
Restricted cash deposits(ii)
CASH DEPOSITS(iii)
TOTAL
2023
$’000
107,730
39,158
146,888
12,000
2,000
14,000
2022
$’000
83,059
33,465
116,524
6,000
-
6,000
160,888
122,524
(i)
Includes client cash which is not International Air Transport Association (IATA) restricted.
(ii)
Restricted cash and deposits includes cash held of $41.2 million (2022: $33.5 million) within legal entities of the Group that have
IATA requirements as part of providing ticketing travel arrangements and for an ongoing legal matter.
(iii) Represents term deposits placed with commercial banks with a term of greater than 3 months.
(iv) The total cash and deposits excluding restricted cash is $119.7 million (2022: $89.1 million).
SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, at call deposits and term deposits with an original
maturity of three months or less. Term deposits are readily convertible to known amounts of cash and are
subject to an insignificant risk of changes in value. Interest income is earned on cash and term deposits
and is recognised on an accrual basis in the profit or loss.
CASH FLOW RECONCILIATIONS
Reconciliation of loss after income tax to net cash
PROFIT AFTER INCOME TAX EXPENSE FOR THE YEAR
Adjustments for:
Depreciation and amortisation expense
Share based payment expense
Profit on disposal of property, plant and equipment
Loss allowance on trade receivables and accrued override commission
Share of (profit)/loss of equity accounted investments
Amortisation of borrowing costs
Non-cash revaluation of lease liability
Gain on sale of corporate travel management
Dividend income
Change in operating assets and liabilities:
Increase in trade and other receivables
(Increase)/decrease in prepayments
Increase in accrued revenue
Decrease in inventories
Increase in trade and other payables
Decrease in deferred revenue
Decrease in other liabilities
Decrease in provisions
Movements in tax balances
NET OPERATING CASH FLOWS
92
2023
$’000
17,363
2022
$’000
89,846
18,023
24,325
-
(183)
(3,971)
(1,981)
-
-
-
(556)
51
(174)
125
73
289
(127)
(117,532)
-
(4,572)
(990)
(29,971)
449
(14,350)
(14,384)
249
21,507
(1,834)
(146)
(3,533)
1,852
26,878
20
79,543
(24,851)
-
(7,616)
9,354
9,420
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 5.2 FINANCING ARRANGEMENTS
CONTINGENT FACILITIES: BANK GUARANTEES AND LETTER OF CREDIT
Westpac Facility B
Westpac Facility C
Westpac stand alone facilities
TOTAL
2023
$’000
1,661
533
2,159
4,353
2022
$’000
3,959
591
1,218
5,768
The above represents contingent components (bank guarantees and letter of credit) of Westpac facilities B and
C. Cash drawn down under Westpac facilities A, B, C and D were repaid during the year ended 30 June 2022. The
financing arrangements are secured over the assets of the entities in the Deed of Cross Guarantee (note 6.1:
Equity accounted investments and note 8.4: Deed of cross guarantee) and certain New Zealand entities within
the Group (the "obligor group" as defined under the Westpac facility agreement).
New York City, USA
93
helloworldlimited.com.au 5.3 LEASE LIABILITIES
Current lease liabilities
Non-current lease liabilities
TOTAL
2023
$’000
5,266
16,878
22,144
MOVEMENTS IN TOTAL LEASE LIABILITIES
Property
$’000
Motor vehicles
$’000
BALANCE AT 1 JULY 2021
Additions(ii)
Disposals(iii)
Reductions: divested business(iv)
Interest expense
Lease payments(i)
Modifications to lease terms
Foreign currency differences
BALANCE AT 30 JUNE 2022
Current
Non-current
TOTAL
BALANCE AT 1 JULY 2022
Additions(ii)
Interest expense
Lease payments(i)
Modifications
Foreign currency differences
BALANCE AT 30 JUNE 2023
Current
Non-current
TOTAL
30,973
4,187
(637)
(8,454)
834
(7,065)
1,384
(148)
21,074
4,549
16,525
21,074
21,074
2,916
652
(5,762)
900
137
19,917
4,700
15,217
19,917
17
-
-
-
-
(15)
-
-
2
2
-
2
2
2,372
51
(198)
-
-
2,227
566
1,661
2,227
2022
$’000
4,551
16,525
21,076
Total
$’000
30,990
4,187
(637)
(8,454)
834
(7,080)
1,384
(148)
21,076
4,551
16,525
21,076
21,076
5,288
703
(5,960)
900
137
22,144
5,266
16,878
22,144
(i)
(ii)
Comprises principal elements of lease liabilities of $5.2 million (2022: $6.2 million) included in financing cashflows and interest
expense of $0.7 million (2022: $0.8 million) included in operating cash flows.
The Group entered into additional motor vehicle leases and a property lease at Sydney resulting in additions of $5.2 million. In
the prior year, the Group entered into additional leases at Brisbane and Fiji and renewed existing leases resulting in additions of
$4.2 million.
(iii) In the prior year, the Group exited the Brisbane lease resulting in disposals of $0.6 million.
(iv) Lease agreements divested as part of the sale of the Corporate business.
Nature of leasing activities
The Group has operating leases relating to commercial office premises, retail properties and motor vehicles.
The Group’s leases are typically for fixed periods between 3 to 10 years and may include extension options.
Lease terms are negotiated on an individual lease basis and contain a wide range of different terms and
conditions. Lease liabilities payment obligations relate to various leased offices and motor vehicles under non-
cancellable agreements. None of the Group’s lease agreements impose any covenants, however leased assets
may not be used as security for borrowing purposes.
Short term leases and leases of low value assets
In addition to the above leases, the Group recognised the following in the income statement:
• Low value lease expense of $0.04 million (2022: $0.04 million); and
• Short term lease expense of $0.2 million (2022: $0.5 million) for leases entered into by the freight business.
94
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 SIGNIFICANT ACCOUNTING POLICIES
Measurement and recognition
The Group assesses whether a contract is, or contains, a lease at inception of the contract. A lease
conveys the right to direct the use and obtain substantially all of the economic benefits from an identified
asset for a period of time in exchange for consideration. A lease liability and corresponding right of use
lease asset are recognised at commencement of the lease.
Lease liabilities
Lease liabilities are measured at the present value of lease payments, discounted using the interest
rate implicit in the lease or, if that rate cannot be determined, at the Group’s incremental borrowing rate
specific to the lease term. Lease payments include:
• Fixed payments less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate;
• Amounts expected to be payable by the Group under residual value guarantees; and
• Exercise price of a purchase option that the Group is reasonably certain to exercise.
Subsequent to initial measurement, the liability is reduced for lease payments made and increased for
interest incurred. The liability is remeasured to reflect any reassessment or modification, or if there are
changes relating to in-substance fixed payments. In addition, the liability is adjusted when an index or rate
change takes effect resulting in an increase in variable lease payments.
Extension and termination options
Extension and termination options are included in a number of the Group’s property leases. These
extension options are at the discretion of Helloworld and provide management with the flexibility to
manage the leased-asset portfolio in line with the Group’s needs. Extension options (or periods after
termination options) are only included in the lease term if the lease is reasonably certain to be extended
(or not terminated).
Short term leases and leases of low value assets
Short term leases are those with a lease term of 12 months or less. The costs associated with these
leases are recognised as an expense in the profit or loss as incurred. Low value assets comprise small
items of office and information technology related equipment.
5.4
ISSUED CAPITAL
SHARES ON ISSUE
Issued capital – fully paid
ISSUED CAPITAL
2023
shares
2022
shares
2023
$’000
2022
$’000
155,027,845
155,027,845
471,231
468,199
155,027,845
155,027,845
471,231
468,199
Holders of ordinary shares in Helloworld Travel Limited are entitled to receive dividends as declared from
time to time and are entitled to one vote per share at Helloworld shareholders’ meetings. In the event of the
winding up of Helloworld Travel Limited, ordinary shareholders rank after creditors and are fully entitled to
any proceeds on liquidation. Ordinary shares have no par value and Helloworld Travel Limited does not have a
limited amount of authorised capital.
MOVEMENT IN SHARES ON ISSUE
BALANCE AS AT 1 JULY 2021
BALANCE AS AT 30 JUNE 2022
Number of
shares
2022
$’000
155,027,845
468,199
155,027,845
468,199
95
helloworldlimited.com.au BALANCE AS AT 1 JULY 2022
Vested and exercised franchise loyalty plan shares in prior years(i)
Vested and exercised Omnibus share plan in prior years(ii)
BALANCE AS AT 30 JUNE 2023
Number of
shares
$’000
155,027,845
468,199
-
-
84
2,948
155,027,845
471,231
(i)
(ii)
Vested and exercised franchise loyalty plan shares in prior years.
On 24 November 2017, 30,000 shares were granted under the franchise loyalty share plan. These shares vested on 31 July 2019
and they were exercised during FY20 at a fair value of $2.80 per share. In accordance with the Group’s policy, amounts relating to
these vested and exercised shares is transferred from share based payment reserve to share capital.
Vested and exercised Omnibus share plan in prior years.
During the prior years, 1,071,932 shares (146,932 shares in FY20, 905,000 shares in FY21 and 20,000 shares in FY22) met their
vesting conditions and were exercised for a total fair value of $2.9 million. In accordance with the Group’s policy, amounts relating
to these vested and exercised shares is transferred from share based payment reserve to share capital.
5.5 RESERVES
Foreign currency translation reserve
Investment revaluation reserve
Share based payments reserve
Redemption reserve
TOTAL RESERVES
MOVEMENTS IN RESERVES
BALANCE AT 1 JULY 2021
Foreign currency translation
Reductions due to divested business
Share based payment expense
Revaluation of investment in CTM (net of tax)
2023
$’000
(562)
(7,551)
1,016
-
2022
$’000
(1,440)
(13,075)
4,090
(7,200)
(7,097)
(17,625)
Foreign
currency
translation
reserve
$’000
1,608
(1,809)
(1,239)
-
-
Investment
revaluation
reserve
$’000
Share based
payments
reserve
$’000
Redemption
reserve
$’000
-
-
-
-
(13,075)
4,038
(7,200)
-
-
52
-
-
-
-
-
Total
$’000
(1,554)
(1,809)
(1,239)
52
(13,075)
BALANCE AT 30 JUNE 2022
(1,440)
(13,075)
4,090
(7,200)
(17,625)
BALANCE AT 1 JULY 2022
(1,440)
(13,075)
4,090
(7,200)
(17,625)
Foreign currency translation
Share based payment expense
Transfer to accumulated losses
Revaluation of investment in CTM (net of tax)
Franchise loyalty scheme shares lapsed in prior years
Franchise loyalty scheme and Omnibus share plan shares
exercised in prior years
878
-
-
-
-
-
-
-
4,323
1,201
-
-
BALANCE AT 30 JUNE 2023
(562)
(7,551)
-
-
-
-
(42)
(3,032)
1,016
-
-
878
-
7,200
11,523
-
-
-
-
1,201
(42)
(3,032)
(7,097)
96
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 Nature of reserves
Foreign currency translation reserve
Exchange differences arising on translation of the foreign operations are taken to the foreign currency
translation reserve, as described in note 1.2: Accounting policies applicable to all financial information.
Investment revaluation reserve
The investment revaluation reserve comprises the fair value adjustments on financial assets. Refer to note 6.2:
Other investments for further detail.
Share based payments reserve
The share based payments reserve is used to recognise the fair value of:
• shares issued to eligible employees with performance related conditions; and
• franchise loyalty shares issued to eligible franchise network members with related conditions.
Once the vesting conditions of the respective share schemes are met and the shares are exercised, the
accumulated amount of the share based payment reserve relating to the vested shares is transferred to
share capital.
Redemption reserve
In FY18, a redemption reserve was recognised upon the acquisition the Group’s 60% shareholding in Keygate
Holdings Pty Ltd. The redemption reserve related to the non-controlling interest’s put option to sell their
remaining 40% interest to the Group. The put option was not exercised and expired on 28 September 2022 and
hence the balance of redemption reserve was transferred to retained earnings.
97
helloworldlimited.com.au 5.6. DIVIDENDS
The amount of dividends paid during the year are:.
ORDINARY SHARES
FY22 final dividend of 10 cents per share, paid on 23 September 2022
FY23 interim dividend of 2 cents per share, paid on 23 March 2023
TOTAL
2023
$’000
(15,405)
(3,078)
(18,483)
2022
$’000
-
-
-
(i)
On 28 August 2023, a fully franked final dividend of 6 cents per share (2022: 10 cents per share) was declared. The dividend will be
paid on 22 September 2023 with a record date of 8 September 2023. At the date of this Financial Report, the number of shares on
issue is 159,155,624 (being 155,027,845 shares on issue at 30 June 2023, 3,647,998 shares issued on completion of the Express
Travel Group acquisition and 479,781 shares issued on completion of the Phil Hoffmann Travel acquisition). This number of shares
may increase if the Phil Hoffmann Travel acquisition is completed and shares to the value of $1.4 million are issued prior to the
record date (Refer note 7.3: Subsequent events). Based on shares on issue as at the date of this Financial Report, the final dividend
to be distributed would equate to $9.5 million (2022: $15.4 million), adjusted for the amount offset against the notional employee
plan loan. The dividend will be paid out of 2023 financial year profits but is not recognised as a liability at 30 June 2023.
(ii)
At 30 June 2023, 1,320,000 (2022: 1,320,000) vested LTIP shares issued to employees with an employee loan remained
unexercised. In accordance with the LTIP loan associated with the FY17 LTIP grant, 24.29% of dividends associated with these
shares are paid to the employee in cash with the remaining 75.71% applied to the notional outstanding employee loan. Dividends of
$38,469 (2022: nil) were paid in cash for the unexercised LTIP shares and dividends of $119,931 (2022: nil) were offset against the
notional employee plan loan during the year.
FRANKING CREDITS
Franking credits available at the reporting date
Franking credits attached to the dividends paid during the year
Franking credits attached to the dividends received during the year
Franking credits utilised by the loss carry back tax offset
TOTAL AMOUNT OF FRANKING CREDITS AVAILABLE FOR SUBSEQUENT FINANCIAL YEARS
2023
$’000
12,573
(7,973)
693
-
5,293
2022
$’000
20,231
-
-
(7,658)
12,573
Lapland, Finland
98
FINANCIAL STATEMENTS 6 GROUP STRUCTURE
6.1 EQUITY ACCOUNTED INVESTMENTS
Interest in Mobile Travel Holdings Pty Limited
Interest in Australiareiser Group
TOTAL INTEREST IN EQUITY ACCOUNTED INVESTMENTS
2023
$’000
15,897
2,896
18,793
2022
$’000
15,292
-
15,292
6.1.1 INVESTMENT IN EQUITY ACCOUNTED INVESTMENTS
The movement for the year in the Group’s equity accounted investments is as follows:
OPENING BALANCE
Investment in jointly controlled entities
Share of profit/(loss) after income tax expense
Dividend received during the year
CLOSING BALANCE
Australiareiser Group
MTA
2023
$’000
-
3,020
(124)
-
2,896
2022
$’000
-
-
-
-
-
2023
$’000
15,292
-
2,105
(1,500)
15,897
2022
$’000
15,365
-
(73)
-
15,292
The closing carrying amount of investments in Australiareiser and MTA are reconciled to the Group’s share of
net assets as follows:
Share in net assets
Indefinite life intangible assets acquired on acquisition (Goodwill)
CLOSING CARRYING AMOUNT
Information on associate
Australiareiser Group
MTA
2023
$’000
289
2,607
2,896
2022
$’000
-
-
-
2023
$’000
2,001
13,896
15,897
2022
$’000
1,396
13,896
15,292
Mobile Travel Holdings Pty Limited (MTA)
MTA offers home-based travel consulting services provided by mobile travel consultants throughout Australia.
The Group currently holds a 50% ownership interest (2022: 50%) in MTA. MTA was incorporated in Australia.
The Group acquired a 50% ownership interest in MTA in FY17 for a total consideration of $14.2 million. As
part of the sale and purchase agreement, the Group had a call option to acquire the remaining 50% ownership
interest which was able to be exercised up to 31 December 2021. In 2021, the deadline was extended to 30
July 2025 due to the impact of COVID-19. The co-owners of MTA have a put option to sell their remaining 50%
ownership interest to the Group 30 days after the expiry of the call option period. The call option and the put
option have been priced at fair value and accordingly the derivative fair value is nil.
Information on jointly controlled entity
Australiareiser Group
On 21 March 2023, the Group acquired a 34% ownership interest in the Australiareiser Group of companies for $3
million. The Australiareiser Group comprises Australiensor AB and Australiareiser AS. Australiareiser Group is the
largest provider of travel packages to Scandinavians travelling to Australia, New Zealand and the South Pacific. The
group’s other brands include Fijireiser, Private Travel Lab, Gruppe Rundreiser and Workations offer tailor-made luxury
and adventure tours for Scandinavian groups and individuals through its offices in Oslo, Copenhagen and Stockholm.
The shareholders’ agreement includes a long term put and call option which gives Helloworld the obligation and
opportunity (respectively) to buy the remaining 56% of shares between 2028 and 2031. The call option is not
required to be recognised. The call option and the put option have been priced at fair value and accordingly the
derivative fair value is nil.
The Australiareiser Group has a 31 December financial year end which is different to the Group’s reporting
period of 30 June. Financial information has been obtained as at 30 June in order to report on an annual basis
consistent with the Group’s reporting date.
99
helloworldlimited.com.au 6.1.2 SUMMARISED FINANCIAL INFORMATION
The tables below provide summarised financial information for the equity accounted investments in
Australiareiser and MTA, which are considered significant equity accounted investments for the Group. The
information disclosed reflects the amounts presented in the financial statements of Australiareiser and MTA
and not the Group’s share of the amounts.
SUMMARISED STATEMENT OF FINANCIAL POSITION
Australiareiser Group
MTA
Total current assets
Total non-current assets
TOTAL ASSETS
Total current liabilities
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
2023
$’000
2,506
772
3,278
1,112
1,316
2,428
850
2022
$’000
-
-
-
-
-
-
-
2023
$’000
29,581
820
30,401
25,752
647
26,399
4,002
SUMMARISED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Australiareiser Group
MTA
Revenue
Operating expenses
Depreciation and amortisation
PROFIT/(LOSS) BEFORE INCOME TAX
Income tax (expense)/benefit
PROFIT/(LOSS) AFTER INCOME TAX
TOTAL COMPREHENSIVE INCOME/(LOSS)
2023
$’000
16,240
(16,633)
(131)
(524)
162
(362)
(362)
2022
$’000
-
-
-
-
-
-
-
2023
$’000
11,583
(5,491)
(78)
6,014
(1,804)
4,210
4,210
2022
$’000
17,841
764
18,605
15,533
280
15,813
2,792
2022
$’000
3,083
(3,105)
(187)
(209)
63
(146)
(146)
SIGNIFICANT ACCOUNTING POLICIES
Investments in Associates
Associates are those entities in which the Group has significant influence but not control or joint control
over the financial and operating policies.
Investments in Jointly Controlled Entities
Jointly controlled entities are those entities where there is a contractually agreed sharing of control of
an arrangement and decisions about the relevant activities require the unanimous consent of the parties
sharing control.
Equity accounting method
Equity accounting requires investments in associates and jointly controlled entities to be initially
recognised at cost, including transaction costs. The investments are subsequently accounted for using
the equity method by including the Group’s share of profit or loss and other comprehensive income in the
carrying amount of the investment until the date on which significant influence ceases. Dividends received
reduce the carrying amount of the investment in associates and jointly controlled entities.
When the Group’s share of losses in associates and jointly controlled entities equal or exceed its
interest in the entity, including any other unsecured long-term receivables, the Group does not recognise
further losses, unless it has incurred obligations or made payments on behalf of the associate or jointly
controlled entity.
Unrealised gains and losses on transactions between the Group and its associates and jointly controlled
entities are eliminated to the extent of the Group’s interest in these entities.
100
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 6.2 OTHER INVESTMENTS
NON-CURRENT INVESTMENTS
Equity securities – at fair value through OCI (FVOCI)
TOTAL OTHER INVESTMENTS
EQUITY SECURITIES DESIGNATED AS AT FVOCI
Investment in Corporate Travel Management Limited(i)
Investment in Hunter Travel Group Pty Ltd(ii)
Investment in Wander Beyond Travel Pty Ltd(ii)
Investment in Brooker Travel NZ(ii)
Investment in Tin Alley(iii)
2023
$’000
34,329
34,329
2022
$’000
67,474
67,474
Fair value at
30 June 2023
$'000
Fair value at
30 June 2022
$'000
32,930
66,143
473
813
45
68
473
813
45
-
34,329
67,474
(i)
The Group received 3,571,429 CTM shares as a component of the consideration received for the sale of the corporate travel
management (Refer note 1.5: Discontinued operations). At the date the sale was completed (31 March 2022), these shares were
fair valued at $84.8 million. The Group sold 1,730,770 shares during the year ended 30 June 2023 at a fair value of $36.3 million
realising a loss of $4.3 million which was recognised through OCI. At the disposal date, this balance was reclassified to accumulated
losses. The remaining shares have been fair valued at 30 June 2023 with the revaluation decrement of $3.1 million (2022: $18.7
million) recognised in OCI.
(ii)
The investments held in Hunter Travel Group Pty Ltd, Wander Beyond Travel Pty Ltd (formerly known as Cooney Investments
Pty Ltd) and Brooker Travel NZ are carried at cost as an estimate of fair value due to insufficient information being available to
measure fair value.
(iii) During the year, the Group paid the first capital call of $68,000 from its $5 million commitment to the investment in Tin Alley
Venture Capital fund.
SIGNIFICANT ACCOUNTING POLICIES
The Group holds a number of equity investments which it neither controls, jointly controls or significantly
influences. Accordingly, these investments are classified as financial assets. The Group has made an
irrevocable election to classify these financial assets at FVOCI as the investment is neither held for
trading nor contingent consideration recognised by the Group in a business consideration.
These investments are initially recorded at fair value plus directly attributable transaction costs. They
are revalued each reporting date, with all changes to the fair value recognised in OCI. Upon disposal
the amount recognised in OCI is not recycled through the Consolidated income statement but will be
transferred directly to retained earnings. Dividends are recognised in the profit or loss.
101
helloworldlimited.com.au 6.3 SUBSIDIARIES
The financial statements incorporate the assets, liabilities and results of the following principal subsidiaries in
accordance with the accounting policy described in note 1.1: Basis of preparation. The proportion of ownership
interest shown in this table is equal to the proportion of voting power held.
OWNERSHIP INTEREST
COUNTRY OF INCORPORATION
2023
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
N/A
100
100
100
100
100
100
100
85
100
100
100
100
85
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
60
100
100
100
100
100
100
100
100
100
85
100
100
2022
%
N/A
100
100
100
100
100
100
100
70
100
100
100
100
70
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
60
100
100
100
100
-
-
-
100
100
70
100
100
NAME
Helloworld Travel Limited 1, 2
12518 Pty Ltd
20118181 Pty Ltd
Helloworld International Holdings Pty Ltd 4
ACN 003 683 967 Pty Limited 2
AOT Group Limited 2
AOT Inbound Pty Ltd 2
AOT Retail Pty Ltd 2
ATS Logistics Pty Ltd
ATS Pacific Pty Limited 2, 3
Aus STS Holdco II Pty Ltd 2
Australian Online Travel Pty Ltd 2
Best Flights Pty Limited 2
Entertainment Logistix Pty Ltd 3
Flight Systems Pty Limited 2
Harvey Holidays Pty Limited 2
Harvey World Travel Franchises Pty Limited 2
Harvey World Travel Group Pty Limited 2
Helloworld Franchising Pty Limited 2
Helloworld Group Pty Limited 2
Helloworld IP Pty Limited 2
Helloworld Services Pty Limited 2
Helloworld Travel Services (Australia) Pty Limited
Helloworld Travel Services Group Pty Limited 2
Helloworld Travel Services Holdings Pty Limited 2
Helloworld Travel Southland Pty Limited 2
Jetset Pty Limited 2
Jetset Travelworld Network Pty Limited 2
JTG Corporate Pty Limited 2
Keygate Holdings Pty Limited
Luxury Getaways Pty Limited 2
Magellan Travel Pty Limited 2
Pillowpoints Pty Limited 2
Viva Holidays II Limited 2
Helloworld SC Holdings Pty Ltd 2, 5
Cruiseco Pty Ltd 2
ReadyRooms Pty Ltd 2
Discovery Travel Centre Cammeray Pty Ltd 6
Retail Travel Investments Pty Limited 2
ShowGroup Freight Pty Ltd 2, 3
Skiddoo IT Pty Limited 2
Skiddoo Pty Limited 2
102
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 NAME
Sunlover Holidays Pty Limited 2
Transonic Travel Pty Limited 2
Travelpoint Pty Limited 2
Travelscene Pty Limited 2
Travelworld Pty Limited 2
Viva Holidays Pty Limited 2
AOT Business Consulting (Shanghai) Limited
Allied Tour Service (Pacific) Pte Limited
Coral Sun (Fiji) Pte Limited
Great Sights (Fiji) Pte Limited
Tourist Transport (Fiji) Pte Limited
Helloworld Travel Services Greece M.I.K.E
AOT India PVT LTD
AOT New Zealand Limited
Australian Travel Service (Pacific) Limited
Biztrav Limited
GP Holiday Shoppe Limited
Gullivers Pacific Limited
Harvey World Travel (2008) Limited
Helloworld NZ Franchising Limited
Helloworld NZ Limited
Helloworld Travel Services (NZ) Limited
Just Tickets Limited
Pacific Leisure Group Limited
Sunlover Holidays Limited
Travel Brokers Limited
United Travel Limited
Williment Travel Group Limited
Skiddoo Management Inc.
Skiddoo Philippines Inc.
COUNTRY OF INCORPORATION
OWNERSHIP INTEREST
2023
%
2022
%
Australia
Australia
Australia
Australia
Australia
Australia
China
Fiji
Fiji
Fiji
Fiji
Greece
India
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
Philippines
Philippines
100
100
100
100
100
100
100
100
60
60
60
100
100
100
100
76.6
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
60
60
60
100
100
100
100
76.6
100
100
100
100
100
100
100
100
100
100
100
100
100
100
1.
2.
3.
4.
5.
Helloworld Travel Limited is the legal owner of the Group. Refer note 8.3: Parent entity financial information for further details.
These entities are included in the Deed of Cross Guarantee, Refer note 8.4: Deed of cross guarantee for further details. Pursuant to
ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, these controlled entities are relieved from the Corporations
Act 2001 requirements for preparation, audit and lodgement of standalone financial statements.
Effective 1 June 2023, the Group acquired an additional 15% interest in Entertainment Logistix Pty Ltd from the non-controlling
interest for a consideration of $3.2 million increasing its current ownership from 70% to 85%. The acquired non-controlling
interest had a value of $0.5 million giving rise to an adjustment of $2.7 million to accumulated losses as a transaction with owners
as owners.
During the year, the company name of 2012518 Pty Ltd was changed to Helloworld International Holdings Pty Ltd.
Helloworld SC Holdings Pty Ltd was registered on 3 March 2023.
6.
Discovery Travel Centre Cammeray Pty Ltd was deregistered on 28 July 2023.
103
helloworldlimited.com.au 7 UNRECOGNISED ITEMS
7.1 COMMITMENTS
The Group had capital commitments at 30 June 2023 of $4.4 million (30 June 2022: nil) relating to the purchase
of vehicles which will be acquired through finance lease facilities and a commitment of $4.9 million (30 June
2022: nil) in relation to the investment in the Tin Alley venture capital fund.
7.2 CONTINGENT LIABILITIES
Guarantees
The Group has entered into the following guarantees and warranties, however the probability of making a
payment under these guarantees is considered remote:
• Bank guarantees against lease obligations and letters of credit at 30 June 2023 were $4.35 million (June
2022: $5.77 million);
• Helloworld Travel Limited has entered into a Deed of Cross Guarantee with certain Australian wholly owned
controlled entities as outlined in note 6.3: Subsidiaries; and
• The Group provided normal commercial warranties to CTM as part of the divestment of the Corporate business.
Commercial agreement entered into with BCD Travel
During the year ended 30 June 2019, the Group entered into a commercial agreement with BCD Travel, which
included put and call options to purchase 100% of the ownership of the business. The contracted purchase
price is a set multiple of the EBITDA for the financial year immediately preceding the exercise of the put
option. The put option notice period is 1 January 2023 to 31 December 2025 and the call option notice period
is 1 January 2024 to 31 December 2025. The put option was priced at fair value and accordingly no put option
derivative has been recognised.
STA Travel Academic litigation
The vendors of the TravelEdge Group are claiming $4 million in proceeds they claim are owed under the Share
Sale Agreement of STA Travel Academic. Helloworld disagrees with this view and therefore considers the
payment of this future liability remote.
No provision has been made in the financial statements in respect of the above contingencies as they are
considered either not probable or the obligation cannot be measured with sufficient reliability.
7.3 SUBSEQUENT EVENTS
Express Travel Group acquisition
On 22 June 2023, the Group announced it had agreed to acquire 100% of Express Travel Group (ETG) in
Australia and New Zealand from current owners Tom Manwaring and CTG Investments Pty Ltd (CTG) for
$70 million. The acquisition of ETG will significantly enhance the Group’s travel business through additional
travel operations including an air ticket consolidation business, retail travel networks and cruise and package
wholesaling businesses in Australia and New Zealand.
CTG is a related party of Sintack Pty Ltd (Sintack), a substantial shareholder of Helloworld shares. At the time
of the announcement, Sintack held a 13.1% shareholding in Helloworld. Given the related party nature of the
transaction, the acquisition was approved by shareholders at a General Meeting held on Wednesday 26 July 2023.
The transaction was not completed at 30 June 2023 due to conditions precedent not being satisfied however
the transaction was completed prior to the date of this Financial Report.
Consideration for the acquisition will be paid in two tranches. Tranche 1 was paid on completion of the
transaction and comprised a cash payment of $40 million and the issue of $10 million in Helloworld shares
(3,647,998 shares). Tranche 2 will be paid 14 days after the finalisation of the ETG FY23 audited accounts and
will comprise a cash payment of $15 million and $5 million in Helloworld shares. Cash payments will be fully
funded from the Group's existing cash reserves.
104
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 As the transaction was completed within a short timeframe to the reporting date of these financial statements,
the financial information of ETG at acquisition date is incomplete and not available in a form which permits
the preparation of an ETG balance sheet at acquisition date. Disclosures relating to major classes of assets
acquired, liabilities assumed, goodwill or bargain purchase which may arise on acquisition have therefore not
been included in these financial statements.
Phil Hoffmann Travel investment
On 2 May 2023, the Group announced it had agreed to acquire a 40% stake in an Adelaide based travel business,
PHT Group Holdings Pty Ltd (PHT) from its founder Phil Hoffmann, for a consideration of $4.4 million comprising
$3 million in cash and $1.4 million Helloworld shares (479,781 shares). Contingent consideration up to a
maximum of $0.8 million will be paid subject to PHT achieving specified EBITDA metrics in FY24 or FY25. The
acquisition agreement includes a call option to acquire Mr Hoffmann’s remaining 10% shareholding between
2025 and 2027.
The remaining PHT business owner, Peter Williams has retained his 50% shareholding in PHT. As part of the new
shareholders agreement, Mr. Williams is a party to a put and call option with the Group to be exercised from
1 May 2028 to 30 April 2033.
The transaction completed on 25 August 2023.
Exercise of Gilpin Travel put option
During the year ended 30 June 2019, the Group entered into a commercial agreement with Gilpin Travel for the
distribution of travel products. As part of the agreement, the Group granted the shareholders of Gilpin Travel
a put option to sell 100% of the business (excluding that part of the Gilpin Travel business which operates
under the CWT licence). The contracted purchase price is a set multiple of the EBITDA for the financial year
immediately preceding the exercise of the put option. The put option notice period is 1 January 2021 to 31
December 2025. The put option was priced at fair value and accordingly no put option derivative has been
recognised. On 17 July 2023, the put option was exercised by the shareholders of Gilpin Travel. The transaction
has not yet settled and therefore the Group do not control Gilpin Travel at the date of this Financial Report.
Dividend
On 28 August 2023, a fully franked final dividend of 6 cents per share (2022: 10 cents per share) was declared.
The dividend will be paid on 22 September 2023 with a record date of 8 September 2023. At the date of this
Financial Report, the number of shares on issue is 159,155,624 (being 155,027,845 shares on issue at 30 June
2023, 3,647,998 shares issued on completion of the Express Travel Group acquisition and 479,781 shares
issued on completion of the Phil Hoffmann Travel acquisition). This number of shares may increase if the Phil
Hoffmann Travel acquisition is completed and shares to the value of $1.4 million are issued prior to the record
date (Refer note 7.3: Subsequent events). Based on shares on issue as at the date of this Financial Report, the
final dividend to be distributed would equate to $9.5 million (2022: $15.4 million), adjusted for the amount
offset against the notional employee plan loan. The dividend will be paid out of 2023 financial year profits but
is not recognised as a liability at 30 June 2023.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may
significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in
future financial years.
105
helloworldlimited.com.au 8 OTHER INFORMATION
8.1 SHARE BASED PAYMENTS
Loan funded Long Term Incentive Plan (LTIP)
On 1 July 2019, 2,200,000 loan funded LTIP shares met their vesting conditions, as determined by the Board,
based on meeting Total Shareholder Returns (TSR) and individual KPI targets over the three year vesting
period. As part of the LTIP, loans were provided to the employee participants at grant date equal to the share
value at the scheme commencement multiplied by the number of shares issued. Of the 2,200,000 LTIP shares
which vested:
• Loans associated with 880,000 shares were repaid; and
• Loans associated with 1,320,000 shares remain unpaid.
Loans are non-recourse and interest free. Loans are required to be repaid to the company after vesting
conditions are met at the earlier of:
• 10 years from the vesting date, or
• the date the shares are sold.
The shares attract dividends as per ordinary paid up shares. Dividends earned are partly paid in cash to the
employee (24.29% of dividend) and partly offset against the notional loan receivable (75.71% of dividend).
Omnibus share plan
At the Helloworld Annual General Meeting on 14 November 2019, the Group’s shareholders voted for the
adoption of the Helloworld Travel Limited Omnibus Incentive Plan (the Plan). Under the Plan, the Group can
reward and incentivise employees, directors (including both executive and non-executive directors), contractors
and consultants by offering shares, performance rights or options. Any financial instruments granted under the
Plan are held via an employee share trust (the Trust) established with Perpetual Corporate Trust Limited.
Three share schemes were implemented under this Plan.
FY20 grant
On 17 December 2019, 146,932 shares were granted under the Plan. The shares were issued for nil
consideration and had no future performance criteria. The shares were held by the Trust and were transferred
to the employees upon the earlier of resignation or completion of three years of service from grant date (17
December 2022). Accordingly, 218 shares, 108,128 shares and 38,586 shares were allotted in FY20, FY21 and
FY22 respectively. All Plan shares rank equally in all respects with existing shares from the date of their issue.
Dividends on these shares have been paid to the respective employees from date of issue. The shares had a fair
value of $4.57 per share and an amount of $671,479 was recognised in the share based payment reserve with a
corresponding debit to the income statement in FY20 as the shares vested immediately at issue date.
FY21 grant
On 18 December 2020, 905,000 shares were granted under the Plan. The shares were issued to a number
of staff, none of whom were Directors, for their sustained contribution during the period the Group was
significantly affected by COVID-19. Shares were issued for nil consideration and had a non-market vesting
condition of remaining an employee at Helloworld through to the vesting date of 1 July 2021.
At the vesting date, all employees that satisfied the conditions of the Plan were allotted their allocated shares
at nil consideration and accordingly, 905,000 shares were allotted on 1 July 2021. All Plan shares rank equally
in all respects with existing shares from the date of their issue.
The fair value of the shares issued under the FY21 grant was based on the number of shares issued at the
closing price on 18 December 2020 which was $2.46 per share and was brought to account through the vesting
period. As a result, an amount of $2,224,000 was recognised in the share based payment reserve with a
corresponding debit to the income statement in FY21.
FY22 grant
Share based payments amounting to $50,500 were expensed in the divested corporate business in FY22. The
expense is included in deriving the FY22 net profit from discontinued operations disclosed in note 1.5.
106
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 SIGNIFICANT ACCOUNTING POLICIES
Long term incentive plan
The fair value of shares granted under the LTIP includes the loan instruments attached to the shares.
The fair value was calculated using a version of the Black Scholes model incorporating a Monte Carlo
simulation analysis to value the market-based performance conditions. The fair value:
• Includes any market performance conditions such as share price;
• Excludes the impact of any service and non-market performance vesting conditions such as employees
achieving certain KPIs; and
• Includes the impact of any non-vesting conditions.
At each reporting period the Group revises its estimate of the number of equity instruments expected to
vest as a result of non-market based vesting conditions. Any change in original estimates is recognised in
profit or loss with a corresponding increase or decrease in the share based payment reserve.
As LTIP loans are non-recourse, employees have no obligation to repay the loan and in the event of
non-payment, the Group’s only recourse is to the shares issued. As a result, loans are not recorded as a
financial asset. Dividends offset against the notional loan receivable reduce the amount the employee is
required to repay (if they choose to repay the loan).
When the equity instrument vests and is exercised:
• Proceeds received (if any) net of any directly attributable transactions costs are recognised directly to
share capital;
• Amounts in the share based payments reserve associated with the exercised shares are also
transferred to share capital; and
• Holding restrictions are released on the appropriate amount of shares for the employee or franchisee.
Amounts recognised in the share based payment reserve relating to lapsed, forfeited and cancelled
shares are transferred to retained earnings.
Omnibus incentive plan
The fair value of the shares issued under the Omnibus incentive plan is based on the closing price at the
date of issue. The fair value is recognised as an employee benefit expense with a corresponding increase
to the share based payment reserve over the vesting period. When the shares are allotted, amounts
recognised in the share based payment reserve are transferred to share capital. Amounts recognised
in share based payment reserve relating to lapsed, forfeited and cancelled shares are transferred to
retained earnings.
8.2 RELATED PARTY TRANSACTIONS
8.2.1 ULTIMATE AND DIRECT PARENT
Helloworld Travel Limited is the legal owner of the Group. Refer to note 8.3: Parent entity financial information
for further information on the parent entity and note 6.3: Subsidiaries for further information on subsidiaries.
107
helloworldlimited.com.au 8.2.2 RELATED PARTIES
Associates
The list of associates held by the Group are outlined in note 6.1: Equity accounted investments.
Jointly controlled entities
The list of jointly controlled entities held by the Group are outlined in note 6.1: Equity accounted investments.
Entities with significant influence
The following entities were considered to have significant influence over the Group during the year:
• Entities related to Andrew Burnes and Cinzia Burnes hold 26.4% at 30 June 2023 (2022: 26.4%) of the
ordinary shares of Helloworld Travel Limited following the FY16 merger with the AOT Group and its
controlled entities. Andrew Burnes is the CEO and Managing Director of Helloworld. Cinzia Burnes is the Chief
Operating Officer and an Executive Director of the Group.
• QH Tours Limited, a wholly owned subsidiary of Qantas Airways Limited, ceased to be an entity with
significant influence on the Group when it sold its 12.4% interest in the Group on 8 November 2022 (2022:
12.4%). Its board representative, Andrew Finch, resigned on 8 November 2022.
8.2.3 TRANSACTIONS WITH RELATED PARTIES
REVENUE DERIVED FROM:
Equity accounted investments
Entities with significant influence over the Group
EXPENSES INCURRED AS A RESULT OF TRANSACTIONS WITH:
Equity accounted investments
Entities with significant influence over the Group
RECEIVABLES AT 30 JUNE:
Equity accounted investments
Entities with significant influence over the Group
PAYABLES AT 30 JUNE:
Equity accounted investments
Entities with significant influence over the Group
8.2.4 KEY MANAGEMENT PERSONNEL (KMP) COMPENSATION
Short term employee benefits
Long term employee benefits
Share based payment benefits
Post-employment benefits
TOTAL KEY MANAGEMENT PERSONNEL COMPENSATION
2023
$’000
5,064
4,850
5,840
1,717
153
-
1,107
-
2022
$’000
809
10,583
944
9,734
113
3,946
264
1,172
2023
$
2022
$
4,227,000
3,326,350
67,530
60,656
-
-
146,039
148,740
4,440,569
3,535,746
Detailed key management personnel compensation remuneration disclosures are provided in the Remuneration
Report, contained within the Directors Report.
8.2.5 TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
The Group entered into a lease arrangement with Normanby Road Holdings Pty Ltd, a company owned by
Andrew Burnes and Cinzia Burnes, on 1 October 2021. The lease terminates on 1 July 2027. Lease payments of
$1,716,661 (2022: $1,237,977) were made during the year.
The terms and conditions of all related party transactions were no more favourable than those available in
similar transactions.
108
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 8.3 PARENT ENTITY FINANCIAL INFORMATION
The legal parent company of the Group is Helloworld Travel Limited. Set out below is the supplementary
information about the parent entity.
SUMMARISED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
PARENT
Profit/(loss) after income tax
TOTAL COMPREHENSIVE INCOME
SUMMARISED BALANCE SHEET
Total current assets
Total non-current assets
TOTAL ASSETS
Total current liabilities
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Share based payments reserve
Accumulated losses
TOTAL EQUITY
2023
$’000
15,501
15,501
2022
$’000
(4,157)
(4,157)
PARENT
2023
$’000
103,683
167,529
2022
$’000
114,569
159,662
271,212
274,231
-
(37)
(37)
-
-
-
271,249
274,231
628,065
1,016
625,033
4,090
(357,832)
(354,892)
271,249
274,231
Parent entity guarantees in respect of debts of its subsidiaries
The legal parent, Helloworld Travel Limited, has entered into a Deed of Cross Guarantee. Refer note 8.4: Deed
of cross guarantee for further details.
Parent entity tax liabilities in respect of its subsidiaries
The parent entity, Helloworld Travel Limited, has entered into a tax funding agreement with the effect that it
guarantees tax liabilities of other entities in the tax consolidated group. As 30 June 2023 the tax consolidated
group was in a tax loss position of $0.3 million (2022: $2.9 million). Refer note 2.4: Income taxes for further
details on the tax funding agreement.
Parent entity contingencies
As 30 June 2023, the parent entity had no significant contingent assets or contingent liabilities.
Parent entity issued capital
The issued capital of the parent entity does not equal the issued capital of the consolidated Group due to
reverse acquisition business combinations previously undertaken by the Group.
SIGNIFICANT ACCOUNTING POLICIES
The financial information for the legal parent entity, Helloworld Travel Limited, has been prepared on
the same basis as the financial statements. The following are accounting policies that are significant
to Helloworld Travel Limited only as the related transactions are either not material for the Group or
eliminated on consolidation.
• Investments in subsidiaries are accounted for at cost and are tested for impairment in accordance with the
policy adopted for non-financial assets in note 4.4: Impairment of non-financial assets. Dividends received
from subsidiaries are recognised in profit or loss when a right to receive the dividend is established; and
• Where Helloworld Travel Limited has provided financial guarantees in relation to loans and payables
of subsidiaries for no compensation, the fair values of these guarantees are accounted for as
contributions and recognised as part of the cost of investment.
109
helloworldlimited.com.au 8.4 DEED OF CROSS GUARANTEE
Helloworld Travel Limited and each of the wholly owned subsidiaries identified in note 6.3: Subsidiaries,
(together referred to as the Closed Group) have entered into a Deed of Cross Guarantee (the Deed), as defined
in ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 (the Instrument). The effect of the
Deed is that each entity in the Closed Group guarantees the payment in full of all debts of the other entities in
the Closed Group in the event of their winding up.
Pursuant to the Instrument, the wholly-owned subsidiaries within the Closed Group are relieved from the
requirement to prepare, audit, and lodge separate financial reports.
The statement of income, other comprehensive income and balance sheet have been prepared in accordance
with note 1.1: Basis of preparation comprising Helloworld Travel Limited and the controlled entities which are
party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee and is set
out below.
CLOSED GROUP STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
REVENUE
Employee benefits expenses
Advertising, selling and marketing expenses
Communication and technology expenses
Occupancy expenses
Operating expenses
Depreciation and amortisation expense
Finance expense
Share of profit/(loss) of equity accounted investments
PROFIT/(LOSS) BEFORE INCOME TAX (EXPENSE)/BENEFIT
Income tax (expense)/benefit
Closed Group
2023
$’000
2022
$’000
46,057
28,839
(28,701)
(12,294)
(4,020)
818
(28,257)
(4,358)
(3,882)
1,172
(10,105)
230,045
(5,343)
(2,039)
(123)
(15,750)
(2,136)
(7,837)
(2,423)
-
213,299
(15,607)
PROFIT/(LOSS) AFTER INCOME TAX (EXPENSE)/BENEFIT
(17,886)
197,692
OTHER COMPREHENSIVE INCOME/(LOSS)
Exchange differences on translation of foreign operations
Gain/(loss) on revaluation of investment in CTM
Tax on revaluation of investment in CTM
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR
(2,744)
3,123
(1,922)
(2,861)
-
-
(19,429)
194,831
No dividends were received from entities outside the Closed Group in the current year and prior year.
CLOSED GROUP MOVEMENT IN ACCUMULATED LOSSES
ACCUMULATED LOSSES AT THE BEGINNING OF THE FINANCIAL YEAR
Profit/(loss) after income tax benefit
Retained earnings transferred out due to change in closed group
Transfer of predecessor accounting reserve to accumulated losses
Transfer of realised loss from investment revaluation
Dividends paid
Transfer of redemption reserve to accumulated losses
Franchise loyalty scheme shares lapsed in prior years
Closed Group
2023
$’000
2022
$’000
(61,440)
(268,274)
(17,886)
197,692
-
-
(4,323)
(18,483)
(7,200)
42
4,768
4,374
-
-
-
-
ACCUMULATED LOSSES AT THE END OF THE FINANCIAL YEAR
(109,290)
(61,440)
110
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 CLOSED GROUP BALANCE SHEET AT 30 JUNE
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Accrued revenue
Inventories
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Property, plant and equipment
Right of use assets
Intangible assets
Deferred tax assets
Investments
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Lease liabilities
Provisions
Deferred revenue
Income tax payable
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities
Deferred tax liabilities
Provisions
Other non-current liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
2023
$’000
2022
$’000
101,113
27,728
2,470
131
82,503
27,777
(103)
180
131,442
110,357
77
441
9,047
163,374
10,408
102,768
2,283
445
11,868
166,437
12,325
129,529
286,115
322,887
417,557
433,244
111,153
2,953
10,924
4,103
3
77,024
3,810
14,596
6,425
-
129,136
101,855
7,683
18,326
765
516
10,365
23,398
755
663
27,290
35,181
156,426
137,036
261,131
296,208
374,208
(3,787)
(109,290)
371,177
(13,529)
(61,440)
261,131
296,208
111
helloworldlimited.com.au 8.5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Risk management
The Group’s Treasury function is responsible for managing its liquidity, funding, and capital requirements as
well as identifying and managing financial risks relating to the Group’s operations. These financial risks include:
• Liquidity risk;
• Market risk; and
• Credit risk.
The Group adheres to a treasury policy approved by the Board, which provides written principles on liquidity
risk, interest rate risk, foreign exchange risk, credit risk, and the use of derivatives for hedging purposes. The
Treasury function reports on its compliance with the policy to the Board. As a consequence of COVID-19, the
Group has temporarily ceased hedging due to the difficulties in reliably estimating the amount and timing of
foreign currency denominated receipts and payments.
The Group is not permitted by the Board’s risk management policy to engage in, issue or hold derivative
financial instruments for speculative trading purposes.
Capital management
The Board’s policy is aimed at maintaining a robust capital base to instil confidence among investors, creditors,
and the market while also facilitating the ongoing growth of the business.
The Board consistently monitors key indicators such as the Group’s liquidity position, return on capital,
dividend distribution to ordinary shareholders, cash flow generation, and the debt to equity ratio.
To achieve or adjust the capital structure as needed, the Board considers the following factors:
• Potential debt repayment obligations;
• Anticipated investment in fixed asset;
• Funding options for future acquisitions (via either debt or equity instruments); and
• The appropriate level of dividends to support returns for ordinary shareholders.
Neither Helloworld Travel Limited nor any of its subsidiaries are subject to externally imposed capital requirements.
Sicily, Italy
112
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 8.5.1 LIQUIDITY RISK
Liquidity risk refers to the potential that the Group may not fulfil its financial obligations as they fall due. The
Group’s strategy for liquidity management is to ensure, to the greatest extent feasible, that it maintains ample
liquidity to satisfy its liabilities when due. This commitment applies in both regular and stressed scenarios, all
the while preventing losses or risking damage to the Group’s reputation.
The Group manages short-term liquidity risk by aligning surplus and deficit cash flows across its entities.
Furthermore, the Group maintains an additional level of excess liquidity throughout an ongoing assessment of
the current operating environment, preparing for any unforeseen circumstances.
Management monitors rolling forecasts of the Group’s liquidity reserves and cash and cash equivalents
(outlined in note 5.1: Cash, cash equivalents and cash deposits) based on the projected cash flows. Details of
financing arrangements are provided in note 5.2: Financing arrangements.
Maturities of financial liabilities
The tables below analyse and arrange the Group’s financial liabilities into relevant maturity groupings based on
their contractual maturities. The amounts disclosed in the tables represent contractual undiscounted cash flows.
Balances due within 12 months are equal to their carrying balances as the impact of discounting is not significant.
AT 30 JUNE 2022
NON-DERIVATIVE FINANCIAL INSTRUMENTS
CONTRACTUAL MATURITIES OF FINANCIAL LIABILITIES
Carrying
value
$’000
Less than
6 months
$’000
6–12
months
$’000
1–2
years
$’000
2–3
years
$’000
3–4
years
$’000
4–5
years
$’000
More than
5 years
$’000
Total
$’000
Trade and other payables
133,125
133,125
-
-
-
-
-
- 133,125
Lease liabilities
Deferred consideration
21,076
2,308
2,344
4,658
4,610
4,222
3,145
1,388 22,675
460
-
460
-
-
-
-
-
460
TOTAL
154,661
135,433
2,804
4,658
4,610
4,222
3,145
1,388 156,260
AT 30 JUNE 2023
NON-DERIVATIVE FINANCIAL INSTRUMENTS
CONTRACTUAL MATURITIES OF FINANCIAL LIABILITIES
Carrying
value
$’000
Less than
6 months
$’000
6–12
months
$’000
1–2
years
$’000
2–3
years
$’000
3–4
years
$’000
4–5
years
$’000
More than
5 years
$’000
Total
$’000
Trade and other payables
153,978
153,978
-
-
-
-
-
- 153,978
Lease liabilities
Deferred consideration
22,144
2,834
2,660
5,407
4,997
3,806
1,468
1,167 22,339
383
383
-
-
-
-
-
-
383
TOTAL
176,505
157,195
2,660
5,407
4,997
3,806
1,468
1,167 176,700
113
helloworldlimited.com.au 8.5.2 MARKET RISK
Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings in
financial instruments.
Equity price risk
The Group is exposed to equity price risk through its holdings in CTM. Changes in equity prices will affect the
fair value of these shares.
Sensitivity
The information below summarises the impact of a 5.0% increase and decrease the CTM share price on OCI
(before tax).
CTM SHARES
Increase in share price by 5.0%
Decrease in share price by 5.0%
Impact on OCI
2023
$’000
1,646
(1,646)
2022
$’000
3,307
(3,307)
Foreign exchange risk
The Group operates internationally and faces foreign exchange risk in its wholesale operations due to future
cash flows being denominated in foreign currencies. Although revenue is earned in the local currency of the
wholesale businesses, the cost of sales is settled based on quoted prices in the supplier's local currency,
reflecting the nature of the Group’s wholesale operations.
Before the onset of COVID-19, foreign exchange risk was assessed by forecasting highly probable future
purchases. Hedge contracts to acquire foreign currencies were timed to mature alongside scheduled payments
to suppliers to reduce the volatility of the Australian dollar cash flows. However, as a result of COVID-19, the
Group temporarily suspended hedging foreign currency payables and has not resumed this activity.
According to the Group’s hedging policy, management is required to document the following aspects (at the
inception of the hedging transaction):
• The economic relationship between the hedging instruments and hedged items, along with the risk
management objective and strategy for executing different hedge transactions; and
• An assessment of whether the derivatives employed in hedging transactions have been and will continue to
be highly effective in mitigating changes in the cash flows of hedged items. This assessment is also required
on an ongoing basis.
Exposure
The Group’s net foreign currency exposure risk as of 30 June 2023 includes the following financial assets and
liabilities:
• Foreign cash holdings;
• Financial assets including trade receivables and other loans denominated in foreign currencies; and
• Financial liabilities including trade payables denominated in foreign currencies.
The quantitative data for the Group’s exposure to New Zealand dollar currency risk is as follows:
AUD EQUIVALENT
2023
$’000
39,974
(31,165)
(4,238)
4,571
2022
$’000
19,554
(16,882)
(4,943)
(2,271)
Current assets
Current liabilities
Non-current liabilities
NET FOREIGN CURRENCY EXPOSURE
114
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 The quantitative data for the Group’s exposure to other currency risks are as follows:
CURRENCY
GBP
FJD
Other currencies
NET TOTAL FOREIGN CURRENCY EXPOSURE ASSET
AUD EQUIVALENT
2023
$’000
91
326
91
508
2022
$’000
84
1,528
1,381
2,993
Sensitivity
The table below summarises the impact of a 10% increase (strengthening of AUD) and decrease (weakening
of AUD) in foreign exchange rates on the measurement of financial instruments denominated in foreign
currency and the corresponding impact in the income statement. The sensitivity rate represents management’s
evaluation of the reasonably possible change in foreign exchange rates, with a focus on New Zealand and Fiji.
This rate is utilised when communicating foreign currency risk to key management personnel. The sensitivity
analysis assumes that all other variables including interest rates, remain constant.
10.0% increase (2021: 10.0%)
10.0% decrease (2021: 10.0%)
Impact on net profit before tax
2023
$’000
(518)
495
2022
$’000
(501)
646
Interest rate risk
The Group’s interest rate risk arises from future cash flows associated with cash assets. It does not hedge its
exposure to potential fluctuations in future cash flows resulting from shifts in market interest rates.
In the prior period, the Group completed the sale of its Corporate business on 31 March 2022 for an enterprise
value of $175.0 million. Cash of $104.0 million was received and utilised to repay $71.0 million of debt
facilities held with Westpac, resulting in the Group having no debt at 30 June 2022. As a result, the Group’s
interest rate risk focus is to maximise interest income from its net cash position.
During periods when the Group is in a net debt position, the management of interest rate expense risk involves
the optimisation of debt servicing costs, and the maximisation of interest income. This includes periodic
reviews, as needed, to evaluate options such as restructuring interest-bearing debt, potential debt repayment,
and determining the appropriate level of investment of surplus cash in interest bearing accounts.
Exposure
At 30 June 2023, the Group had the following cash and cash equivalent and cash deposit balances:
• Term deposits amounting to $28 million (2022: $7.8 million) with an average interest rate of 4.47% per
annum (2022: 3%);
• At-call deposits were nil (2022: $88.0 million); and
• Other cash funds held in operational and foreign currency bank accounts with interest at market rates under
normal commercial terms.
Sensitivity
The information below summarises the impact of a 100 basis points per annum increase and decrease in
interest rates on the net profit in the Consolidated income statement.
CASH AT CALL
Increase by 100 basis points (2022: 100 basis points)
Decrease by 100 basis points (2022: 100 basis points)
SHORT TERM DEPOSITS
Increase by 100 basis points (2022: 100 basis points)
Decrease by 100 basis points (2022: 100 basis points)
Impact on
net profit before tax/equity
2023
$’000
-
-
280
(280)
2022
$’000
880
(880)
78
(78)
115
helloworldlimited.com.au 8.5.3 CREDIT RISK
The Group engages in transactions with a wide range of customers and counterparties across different
countries, in accordance with the policy approved by the Board. Credit risk arises from the potential that a
counterparty will fail to fulfil its contractual obligation related to cash and cash equivalents, trade and other
receivables, accrued revenue and favourable derivatives, leading to financial loss for the Group. Credit risk is
evaluated at fair value.
Risk management
The Group faces credit risk stemming from relationships with travel agents, airlines, industry settlement
organisations and direct suppliers. To mitigate the risk, the Group employs stringent credit policies, conducts
regular monitoring and accreditation of travel agents through industry programs. Furthermore, a portion of
the Group’s credit risk is alleviated through payment processes that offset amounts payable against amounts
receivable between the Group and its key suppliers.
In cases where the Group identifies specific credit risk associated with a counterparty, pre-payment for
services provided is mandated. A reservation for such a counterparty is not confirmed or ticketed prior to
receiving payment in full. The Group does not retain collateral as security, nor does it adhere to a policy of
transferring receivables to special purpose entities.
Exposure
The Group’s maximum exposure to credit risk is represented by the carrying amount of the financial asset, net
of any applicable loss allowance. The table below sets out the maximum exposure to credit risk as of 30 June:
Cash and cash equivalents and cash deposits
Trade receivables
Other receivables
Accrued revenue
TOTAL CREDIT RISK EXPOSURE
2023
$’000
2022
$’000
160,888
122,524
37,435
5,572
29,311
31,395
12,682
11,461
233,206
178,062
Raffles Singapore
116
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 Impairment of financial assets
The Group has three types of financial assets that are subject to the expected credit loss model:
• Trade receivables;
• Accrued revenue; and
• Other financial assets at amortised cost (such as other receivables).
The loss allowance at 30 June 2023 and 30 June 2022 was determined as follows:
NET CARRYING AMOUNTS
35,571
AT 30 JUNE 2022
Trade receivables
Accrued revenue
GROSS CARRYING AMOUNTS
Expected loss rate
Trade receivables
Accrued revenue
LOSS ALLOWANCES(i)
AT 30 JUNE 2023
Trade receivables
Accrued revenue
GROSS CARRYING AMOUNTS
Expected loss rate
Trade receivables
LOSS ALLOWANCES
Not past due
$’000
Past due
1-30 days
$’000
Past due
31-60 days
$’000
Past due
61-90 days
$’000
More than
90 days
$’000
24,110
11,461
35,571
1,503
1,527
-
-
1,503
1,527
-
-
-
-
1.0%
(15)
-
(15)
1,488
2.5%
(38)
-
(38)
1,489
6,211
3,500
9,711
37.3%
(2,318)
(3,500)
437
-
437
5.0%
(22)
-
(22)
415
(5,818)
(5,893)
3,893
42,856
Not past due
$’000
Past due
1-30 days
$’000
Past due
31-60 days
$’000
Past due
61-90 days
$’000
More than
90 days
$’000
30,385
29,311
59,696
-
-
-
3,039
-
3,039
1.0%
(30)
(30)
913
-
913
2.5%
(23)
(23)
890
1,050
3,970
-
-
1,050
3,970
68,668
5.0%
(53)
(53)
997
45.7%
(1,816)
(1,922)
(1,816)
(1,922)
2,154
66,746
Total
$’000
33,788
14,961
48,749
(2,393)
(3,500)
Total
$’000
39,357
29,311
NET CARRYING AMOUNTS
59,696
3,009
As of 30 June 2023, trade receivables of $7.2 million (2022: $7.3 million) were aged between 1 and more than
90 days past due but not impaired. These relate to several independent counterparties, none of whom have a
recent history of default.
Movements in the loss allowance for both trade receivables and accrued revenue are as follows:
BALANCE AT 1 JULY
Additional loss allowance recognised
Writeback of loss allowance
Writeoff of loss allowance
BALANCE AT 30 JUNE
2023
$’000
5,893
1,397
(1,868)
(3,500)
1,922
2022
$’000
5,687
832
(626)
-
5,893
117
helloworldlimited.com.au 8.5.4 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
The Group holds the following financial instruments:
FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OCI
Financial assets (equity securities)
TOTAL
FINANCIAL ASSETS MEASURED AT AMORTISED COST
Cash and cash equivalents and cash deposits(i)
Trade and other receivables(i)(ii)
TOTAL
FINANCIAL LIABILITIES MEASURED AT FAIR VALUE THROUGH
PROFIT AND LOSS
Deferred consideration
TOTAL
FINANCIAL LIABILITIES MEASURED AT AMORTISED COST
Trade and other payables(i)
TOTAL
2023
$'000
Carrying value
2023
$'000
Fair value
2022
$'000
Carrying value
2022
$'000
Fair value
34,329
34,329
34,329
34,329
67,474
67,474
67,474
67,474
160,888
43,007
160,888
43,007
122,524
44,077
122,524
44,077
203,895
203,895
166,601
166,601
383
383
383
383
460
460
460
460
153,978
153,978
153,978
153,978
133,125
133,125
133,125
133,125
(i)
The carrying amounts of cash and cash equivalents and cash deposits, trade and other receivables and trade and other payables
generally approximate to fair value.
(ii)
Trade and other receivables consist of current trade and other receivables of $42.7 million (2022: $41.3 million) and non-current
trade and other receivables of $0.3 million (2022: $2.8 million).
118
FINANCIAL STATEMENTSHelloworld Travel Limited Annual Report 2023 The balance sheet includes financial assets and financial liabilities that are measured at fair value. These fair
values are categorised into hierarchy levels that are representative of the inputs used in measuring the fair
value. The different levels have been defined as follows:
• Level 1 – uses quoted prices for identical instruments in active markets.
• Level 2 – uses inputs for the asset or liability other than quoted prices that are observable either directly or
indirectly.
• Level 3 – uses valuation techniques where one or more significant inputs are based on unobservable market data.
There were no transfers between level 1, 2 and 3 for recurring fair value measurements during the year.
The table below analyses financial instruments carried at fair value, by valuation method.
2022
Investment in Corporate Travel Management Limited
Investment in Hunter Travel Group Pty Ltd
Investment in Wander Beyond Travel Pty Ltd
Investment in Brooker Travel NZ
TOTAL ASSETS
Deferred consideration
TOTAL LIABILITIES
2023
Investment in Corporate Travel Management Limited
Investment in Hunter Travel Group Pty Ltd
Investment in Wander Beyond Travel Pty Ltd
Investment in Brooker Travel NZ
Investment in Tin Alley
TOTAL ASSETS
Deferred consideration
TOTAL LIABILITIES
Level 1
$’000
66,142
-
-
-
66,142
-
-
Level 1
$’000
32,930
-
-
-
-
32,930
-
-
Level 2
$’000
Level 3
$’000
Level 2
$’000
Level 3
$’000
1,331
67,473
Total
$’000
66,142
473
813
45
460
460
Total
$’000
32,930
473
813
45
68
-
473
813
45
460
460
-
473
813
45
68
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,399
34,329
383
383
383
383
119
helloworldlimited.com.au 8.6 AUDITOR'S REMUNERATION
During the financial year, the following fees were paid or were payable for services provided by EY, its related
practices and unrelated audit firms:
AUDIT SERVICES – EY AUSTRALIA
Audit or review of the financial statements for the current year audit
Audit or review of the financial statements for the prior year audit
TOTAL AUDIT SERVICES - EY AUSTRALIA
OTHER SERVICES - EY AUSTRALIA
Other audit services
TOTAL OTHER SERVICES – EY AUSTRALIA
TOTAL SERVICES – EY AUSTRALIA
NETWORK FIRMS OF EY AUSTRALIA
Audit services
TOTAL SERVICES - NETWORK FIRMS OF EY AUSTRALIA
2023
$
2022
$
1,168,600
317,000
920,261
400,722
1,485,600
1,320,983
-
-
62,700
62,700
1,485,600
1,383,683
25,000
25,000
127,500
127,500
Kyoto, Japan
120
FINANCIAL STATEMENTS D I R E C TO R S ’ D E C L A R AT I O N
IN THE DIRECTORS’ OPINION:
(a)
The consolidated financial statements and notes that are set out on pages 60 to 120 are in
accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
performance for the year ended on that date; and
(ii)
complying with Australian Accounting Standards (including the Australian Accounting
Interpretations), other mandatory professional reporting requirements and the
Corporations Regulations 2001; and
(b)
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
(c)
At the date of this declaration there are reasonable grounds to believe that the Company and
the Group entities identified in note 6.3: Subsidiaries will be able to meet any obligations or
liabilities to which they are or may become subject to by virtue of the deed of cross guarantee
described in note 8.4 between the Company and those Group entities pursuant to ASIC
Corporations (Wholly-owned Companies) Instrument 2016/785.
Note 1 confirms that the consolidated financial statements also comply with International
Financial Reporting Standards as issued by the International Accounting Standards Board.
The Directors have been given the declarations by the Chief Executive Officer and Chief Financial
Officer required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
Garry Hounsell
Chairman
Helloworld Travel Limited
Melbourne, 28 August 2023
121
helloworldlimited.com.au
I N D E P E N D E N T AU D I TO R S ' R E P O RT
Ernst & Young
8 Exhibition Street
Melbourne VIC 3000 Australia
GPO Box 67 Melbourne VIC 3001
Tel: +61 3 9288 8000
Fax: +61 3 8650 7777
ey.com/au
Independent Auditor’s Report to the members of Helloworld Travel Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Helloworld Travel Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated balance sheet as at 30 June 2023, the
consolidated income statement, consolidated statement of other comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended, notes
to the financial statements, including a summary of significant accounting policies, and the directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a. Giving a true and fair view of the consolidated balance sheet of the Group as at 30 June 2023 and
of its consolidated financial performance for the year ended on that date; and
b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial report
section of our report. We are independent of the Group in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional
and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including
Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia.
We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial report of the current year. These matters were addressed in the context of our
audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a
separate opinion on these matters. For each matter below, our description of how our audit addressed
the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the financial report. The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying
financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
122
Helloworld Travel Limited Annual Report 2023
1. Revenue recognition, including deferred revenue
Why significant
How our audit addressed the key audit matter
The Group earns revenue from the provision of travel
and travel related services as outlined in Note 2.1.
The recognition of commissions (excluding override
commissions) and transaction and service fee revenue
required:
► Assessment of the timing and satisfaction of
performance obligations to customers.
► Recognition, measurement and classification of
deferred revenue where monies have been received
but services not yet rendered.
► Assessment of the likelihood of future significant
revenue reversals and therefore the need for any
revenue deferral.
Revenue recognition, including deferred revenue was a
key audit matter due to the number of systems used by
in recording and
the Group throughout the year
processing transactions and the differing nature of
performance obligations for products and services
offered to customers.
► We assessed the Group’s accounting policies for
commissions (excluding override commissions – see
2. Override commissions below for further detail)
and transaction and service fee revenue, as set out
in Note 2.1 and 3.4, against the requirements of
Australian Accounting Standards.
► We obtained an understanding of the processes
implemented by the Group to record and process
revenue transactions.
► For a sample of revenue transactions recorded during
the year, we obtained supporting evidence such as
customer and supplier contracts, travel documents,
supplier statements and evidence of customer
payment and supplier payment. Based on this
information we evaluated whether revenue had been
recognised in accordance with the Group’s stated
accounting policies.
► For a sample of deferred revenue balances, we
evaluated the accuracy and appropriateness of the
classification of amounts
recognised where
obligations to customers had not been met (such as
where travel had not yet occurred) or where there
was a significant chance of a future reversal.
► We evaluated the adequacy of the disclosures set
out in Note 2.1 and 3.4.
2. Override commissions
Why significant
How our audit addressed the key audit matter
The Group generates override commissions from
arrangements with airlines, hotels and
leisure
suppliers. These override commission rates are often
tiered based on volume of eligible travel. During the
year ended 30 June 2023, the Group recognised
override commission income of $78.1m (inclusive of
accrued override commission revenue of $27.2m).
The override commission revenue process is inherently
judgemental and
includes various assumptions
including:
•
•
Contract periods with airlines, hotels and leisure
suppliers do not correspond to the Group’s
financial year end. Judgement is required to
determine expected future volumes over the
tiered
remaining
commission
the
circumstances.
contract
rates
to be applied
term and
the
in
Contracts are renegotiated periodically. Updates
to terms and contractual arrangements with the
incentives,
suppliers may result
in additional
We evaluated the Group’s judgements in determining
the override
recognised
commission
(including accrued revenue).
revenue
For override commission revenue that was paid by
suppliers during the period, we:
• Obtained a sample of relevant supplier
contracts and reconciled the eligible travel
and commission rates to override commission
revenue calculations.
• Obtained a sample of the most recent supplier
override
assessed
and
statements
commission revenue earned.
• Agreed override commission revenue to cash
receipts on a sample basis.
Override commission revenue accrued at year end is a
key area of estimation. The testing procedures we
performed over this balance included:
• Obtained
the
relevant supplier contracts
outlining the eligible travel and commission
rates and compared to the information used in
the accrued revenue calculations.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
123
helloworldlimited.com.au
I N D E P E N D E N T AU D I TO R S ' R E P O RT
Why significant
How our audit addressed the key audit matter
rebates or other bonuses being received which
may relate to past performance.
•
Commissions may have to be estimated for
contracts for which the applicable override
commission rates have not been finalised and
agreed between the parties.
The Group determines accrued override revenue based
on estimates of volume of eligible travel applicable for
contract periods with due consideration of actual
sales, forecast bookings and historical trends.
Override Commission was a key audit matter due to the
significance of the override revenue (including accrued
override income) at 30 June 2023 to the Group’s
financial statements and based on the inherent level of
judgement involved in the calculation.
• Agreed the underlying travel data used in the
override commission revenue calculations to
information
independent third-party booking
and applicable supplier statements (where
available).
• Assessed the accuracy of future estimates of
travel data by evaluating the forecast sales of
the third party’s products compared to historical
actuals.
•
Compared the actual override commission
received in the current financial year relating to
the prior financial year accrual estimation to
assess the accuracy of past estimates.
3. Impairment Assessment of non-current assets (including equity accounted investments)
Why significant
How our audit addressed the key audit matter
As required by Australian Accounting Standards the
Group annually tests goodwill and intangible assets
with indefinite lives for impairment and tests other
non-current assets where indicators of impairment or
impairment reversals exist using a value in use model
to estimate the recoverable value.
The Group’s financial performance has not returned to
pre-COVID-19 levels. Current business activity is,
however, consistent with external industry forecasts.
Note 4.3 discloses information on goodwill and other
intangible assets recognised by the Group and Note
4.4 discloses
impairment
assessment undertaken on non-financial assets as at
30 June 2023. Note 6.1 discloses information on the
Group’s investments accounted for using the equity
method of accounting.
information about the
The impairment assessment of non-current assets
(including equity accounted investments) was a key
audit matter due to the value of these assets as a
proportion of total assets and the extent of estimation
and judgement involved in the assessment, particularly
in relation to the recovery of operating results from the
COVID-19 pandemic on the forecast future cashflows
and other key assumptions including terminal growth
rates, discount rates, Total Transaction Value (‘TTV’),
margin, capital expenditure forecasts and working
capital requirements.
► We assessed the Group’s determination of the cash
generating units (‘CGUs’) used for their impairment
requirements of
assessment based on
Australian Accounting Standards.
the
► We developed an understanding of the process
undertaken by the Group in preparing discounted
cash flow models used to estimate the recoverable
value of CGUs, including how key assumptions
(described in Note 4.4) were derived.
► We assessed the Group’s future cash flow forecasts
used to estimate recoverable value, which included:
▪ Assessment of the mechanical accuracy of the
cash flow models.
▪ Assessment as to whether the allocation of
assets (including goodwill) to CGUs was
appropriate based on our knowledge of the
Group’s operations.
▪ Assessment of the basis of allocating corporate
costs and overheads to CGUs.
▪ Evaluation of the Group’s forecast recovery
path and expected financial performance over
the forecast period using external industry
forecasts and internal historical data.
▪
impairment models
Involvement of our valuation specialists to
evaluate the key assumptions applied within
the
including terminal
growth rates, discount rates, Total Transaction
Value (‘TTV’), margin, capital expenditure
forecasts and working capital requirements.
▪ Assessment of the sensitivity of forecasts to
movements in key assumptions to ascertain the
extent of change in those assumptions that
would either individually or collectively result in
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Helloworld Travel Limited Annual Report 2023
Why significant
How our audit addressed the key audit matter
an impairment charge at an individual CGU level
(or collection of CGUs, where appropriate).
► We performed market capitalisation and earnings
multiples cross checks in comparison with other
comparable businesses to assess the impairment
testing model outcomes.
We evaluated the adequacy of the disclosures included
within Note 4.3, 4.4 and 6.1.
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 2023 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 that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
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I N D E P E N D E N T AU D I TO R S ' R E P O RT
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.
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.
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Helloworld Travel Limited Annual Report 2023
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
2023.
In our opinion, the Remuneration Report of Helloworld Travel Limited for the year ended 30 June 2023
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express
an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
Ernst & Young
Brett Croft
Partner
Melbourne
28 August 2023
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I N D E P E N D E N T AU D I TO R S ' R E P O RT
ASX A D D I T I O N A L I N F O R M AT I O N
Additional information required by ASX and not shown elsewhere in this report is as follows. The information is
current as at 14 August 2023.
(A) DISTRIBUTION OF EQUITY SECURITIES
SHARE RANGE
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
TOTAL
Number
of holders
4,265
2,947
766
690
71
Number
of shares
1,972,020
7,564,321
5,810,152
17,358,739
125,970,611
8,739
158,675,843
%
1.24
4.77
3.66
10.94
79.39
100.00
All issued ordinary shares carry one vote per share and carry the right to dividends. The number of holders
holding a less than marketable parcel of ordinary shares based on the market price as at 14 August 2023 was
398 holders holding 31,896 shares.
(B) TWENTY LARGEST HOLDER OF QUOTED EQUITY SECURITIES
The names of the 20 largest registered holders of quoted shares are:
ORDINARY SHAREHOLDERS
SINTACK PTY LTD
THE BURNES GROUP PTY LTD
J P MORGAN NOMINEES PTY LIMITED
CITICORP NOMINEES PTY LIMITED
ANDREW JAMES BURNES
CINZIA BURNES
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NATIONAL NOMINEES LIMITED
JOHN ARMOUR
CTG INVESTMENTS PTY LTD
DRAGONHILLS PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
BNP PARIBAS NOMS (NZ) LTD
BNP PARIBAS NOMS PTY LTD GLOBAL MARKETS
BELDISHA PTY LTD
UBS NOMINEES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
JUSTIN DAVID ROSE
NEWECONOMY COM AU NOMINEES PTY LIMITED
TRAVCOM INTERNATIONAL GROUP PTY LTD
TOP 20 HOLDERS OF ORDINARY FULLY PAID SHARES
TOTAL REMAINING HOLDERS BALANCE
(C) SUBSTANTIAL SHAREHOLDERS
Number
of shares
20,630,306
20,358,287
20,240,329
14,611,129
10,328,654
10,138,014
6,620,996
3,545,989
2,250,000
1,823,999
1,823,999
1,020,061
823,869
583,158
520,538
484,411
446,000
359,600
358,952
355,000
117,323,291
41,352,552
The number of shares held by substantial shareholders and their associates are set out below:
SUBSTANTIAL SHAREHOLDER
THE BURNES GROUP PTY LTD AND ASSOCIATED
SINTACK PTY LTD
FIL LIMITED
Number
of shares
40,991,831
20,630,306
14,475,534
128
%
13.00
12.83
12.76
9.21
6.51
6.39
4.17
2.23
1.42
1.15
1.15
0.64
0.52
0.37
0.33
0.31
0.28
0.23
0.23
0.22
73.94
26.06
%
25.83
13.00
9.12
Helloworld Travel Limited Annual Report 2023 Santorini, Greece
helloworldlimited.com.au
ABN: 60 091 214 998 ASX CODE: HLO