Joyce Corporation Annual Report 2023

FY2023 Annual Report · Joyce Corporation
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ABN: 80 009 116 269

Annual Report
2023

Contents

Letter from the Chair 

CEO’s Address  

Who We Are  

Unique Value Propositions  

KWB Group Commentary  

Bedshed Commentary  

Board of Directors  

Company Secretaries  

4

6

10

11

13

15

16

18

Consolidated Financial Reports  

43

3

Annual Report FY23Joyce GroupLetter from the Chair

On behalf of the Board, I am 
pleased to report that 2023 marked 
another year of success for Joyce 
Group, once again underscoring 
our commitment to excellence and 
resilience in the face of dynamic 
challenges and opportunities.  
Our businesses continued to perform 
to a high standard, generating 
increased revenue and earnings, 
delivering high levels of customer 
satisfaction, and returning a record 
dividend to our shareholders.

We were the beneficiary of strong 
tailwinds for a large part of the year, 
with Australia’s economy continuing 
its rebound from COVID-19 and 
consumers continuing to invest in 
their homes. This laid the foundations 
for KWB and Bedshed to continue 
to trade above pre-COVID levels and 
achieve substantial revenue growth. 

Reported net profit after tax 
attributable to Joyce shareholders 
was $7.9 million. After normalising for 
after-tax impacts of significant items 
over the 2023 and 2022 financial years, 
including strategic property sales 
and the establishment of Crave, our 
underlying net profit after tax stood  
at $9.1 million, representing a significant 
increase from the previous year.

This strong profitability enabled us to 
declare a final dividend of 17.5 cents 
per share, resulting in a fully franked 
full-year dividend of 25.5 cents. The 
full year dividend is at the upper end 
of our policy of returning 60-80% 
of underlying net profit after tax 
attributable to Joyce shareholders  
in dividends. 

As we conclude the year, we do so 
in a position of financial strength with 
Group cash of $46.1 million and no 
debt, ensuring a solid footing for the 
year ahead.

This achievement would not have 
been possible without the collective 
dedication of our team and the 
unwavering support of our business 
partners, franchisees and suppliers 
whose contribution has been integral 
to our success. On behalf of the 
Board, I extend our gratitude for their 
steadfast commitment.

As successful as the year was, it was 
not without its challenges. Towards 
the latter part of the financial year, 
successive interest rate rises began to 
impact consumer spending, leading 
to reduced foot traffic across various 
regions. The persistent pressures of 
rising costs and labour constraints 
remained an ongoing concern 
throughout the 2023 financial year, and 
we anticipate their continuance into 
the 2024 financial year.

Informed by our experiences during 
the COVID-19 pandemic, we recognise 
the necessity of agile planning to 
navigate changing circumstances. 
I am very pleased to say that our 
people have demonstrated remarkable 
adaptability, and our strategic acumen 
has enabled us to confidently move 
forward, well-prepared for what lies 
ahead.

Our business model is simple, robust 
and repeatable. Our partnership with 
KWB once again delivered shared 
success. KWB experienced strong 
demand for its kitchen and wardrobe 
design, build and installation services 
and continued to grow its revenue 
and earnings. The business installed 
more than 4,300 kitchens and 2,600 
wardrobes in the 2023 financial year, 
while maintaining its high level of 
quality and customer satisfaction.

Whilst we always have an eye on 
growth, we are not prepared to seek 
growth at any cost. Constrained 
by the scarcity of skilled labour, 
KWB judiciously deferred new store 
openings in favour of focusing on 
margins and delivering high levels 
of customer service and investing 
in showroom enhancements which 
improved productivity and customer 
engagement.

4

Annual Report FY23Joyce GroupJoyce Group from our KWB business 
partners led by John Bourke to our 
employees and our franchisees. I also 
extend my appreciation to my fellow 
Directors, our CEO Dan Madden, and 
the Executive team for their valuable 
advice and support. 

Finally, thank you to our shareholders 
for continuing to invest in Joyce 
Corporation. I look forward to reporting 
back to you on our continued progress 
in 12 months’ time.

KWB will continue to grow, and when 
constraints ease, we will recommence 
new store openings to capture the 
many market opportunities we see, 
particularly in Sydney.

Bedshed achieved modest revenue 
and earnings growth, albeit with 
challenges posed by rising costs and 
shifting consumer demand. Expenses 
to support the franchisee network 
were up as we returned to pre-COVID 
levels of support for franchisees and 
suppliers. The franchise network 
continued to grow, with new stores 
in Ballarat (VIC) and Castle Hill (NSW) 
opened, bringing the franchise 
network to 37 stores. Since the close 
of the financial year, we have secured 
a further two franchise locations in 
Queensland.

During the year, Bedshed launched  
an online mattress brand called Drift.  
Drift was developed after detailed 
market research identified an 
opportunity to target Gen Z and 
Millennial markets via a simple 
e-commerce journey. The brand 
also introduces new customers to 
Bedshed, which we expect will build 
loyal customers for the business over 
the longer term.

Our home staging start-up, Crave, 
has received positive feedback since 
its soft launch in Perth in September 
2022. Since early 2023, the home 
market has contracted significantly, 
slowing Crave’s ramp up. We remain 
focused on nurturing Crave’s potential 
in 2024, with aspirations for expansion 
only if the Perth pilot is proven.

This year we welcomed Nick Palmer to 
the Board as a Non-Executive Director. 
Nick adds invaluable retail experience 
and strategic insight to our Board. 
Nick’s appointment coincides with the 
retirement of Tim Hantke, a stalwart 
contributor to our journey since 2006. 
We extend our gratitude to Tim and 
wish him the very best..

Joyce Group is a resilient business with 
talented and committed people, loyal 
customers, and great brands. As we 
continue to face challenging economic 
conditions, we do so armed with a 
strong financial foundation, innovative 
thinking, and a business that is resilient 
and flexible.

We remain committed to delivering 
exceptional products and services 
to our customers while continuing 
to honour our promise of value to 
shareholders. Once again, I would like 
to thank everyone connected with the 

5

Annual Report FY23Joyce GroupCEO’s Address

Introduction

2023 allowed Joyce Corporation to 
demonstrate its credentials amidst 
a challenging economic landscape 
characterised by supply chain 
complexities, labour limitations and 
escalating expenses. Despite these 
hurdles, the Company achieved strong 
results, including record revenue, 
a robust profit outcome and an 
increased dividend for its shareholders 
(the Company’s highest ever).

While we take pride in this 
achievement, we are committed to 
continuous improvement. To bolster 
our performance, we aim to focus on 
strategic growth within our existing 
ventures and continue to adopt a 
disciplined and prudent approach to 
expanding into new, adjacent markets.

At the core of our success lies our 
unwavering dedication to delivering 
exceptional products and services 
to our customers. We owe our 
achievements to our valued partners, 
including the KWB Group, our Bedshed 
franchisees and our employees, who 
manage our company-owned Bedshed 
stores and uphold the Group’s strong, 
reputable and trusted brands.

The Group’s financial performance 
was underpinned by record revenue 
of $144.7 million, representing a 12% 
increase over the previous year as 
KWB and Bedshed continued to 
capitalise on the tailwinds of strong 
demand driven by homeowners 
seeking to add value to their homes.

EBITDA of $31.1 million was down 3%, 
delivering a Group NPAT of $16.4 million, 
a decrease of 7%. The reported NPAT 
attributable to Joyce Shareholders was 
$7.9 million, down from the $9.1 million 
achieved in 2022. After adjusting for 

the after-tax impacts of the significant 
items across the financial years 
(which included finalising the sales 
of the Group’s investment property 
in Lytton, QLD and its Howe Street 
property in WA, as well as the Group’s 
establishment, launch and ramp-
up of Crave), the normalised NPAT 
attributable to Joyce Shareholders 
in 2023 is $9.1 million versus the 
comparative of $7.5 million in 2022.

As of June 30, the Group’s financial 
position remains strong, with zero 
debt and a cash balance of $46.1 
million. The Operating Cashflow for 
the financial year was $25.5 million 
(inclusive of lease payments, excluding 
tax payments and interest).

Thanks to our solid financial 
performance, we were able to  
deliver a final fully franked dividend 
of 17.5 cents per share, in line with 
2022’s record high dividend for 
Joyce shareholders. The full-year 
dividend for 2023 was 25.5 cents per 
share, reflecting our commitment to 
rewarding our shareholders.

KWB Group Financial Results

KWB maintained its upward growth 
trajectory, achieving exceptional results 
with record-breaking revenue and EBIT 
figures. Revenue grew to $123.4 million 
compared to $108.0 million, a 14% 
increase, while EBIT was $25.0 million 
compared to $25.6 million.

KWB’s order book at the end of the 
financial year stood at $45.0 million 
highlighting the continued strength 
of demand for the business’s unique 
product offering.

The Casula showroom in Sydney was 
opened during the year, while initiatives 
were also undertaken to upgrade 
existing showrooms and remain 
ongoing.

While kitchen renovations remain 
KWB’s primary focus, the business’ 
wardrobe design and installation 
capability has been steadily expanding 
and is poised for further strengthening 
in the coming years.

Bedshed Financial Results

2023 was a year which saw Bedshed 
uphold its robust operational 
performance while successfully 
achieving its goals of expanding its 
franchise network with new franchise 
stores opened in Ballarat, VIC and 
Castle Hill, NSW.

Franchisee operations performed well, 
generating increased revenue of $5.6 
million compared to $5.3 million in the 
prior year, and delivered an EBIT margin 
of 47% versus 53% in prior year.

Bedshed’s company-owned stores 
traded strongly and generated $15.7 
million of revenue, in line with the $15.7 
million generated in the prior year. EBIT 
was $2.3 million compared to $1.9 
million in the prior year.

The strength of Bedshed’s 
experienced team has allowed the 
business to foster robust supplier 
relationships and harness the strength 
of its brand, which has allowed 
the business to sustain impressive 
margins, even amidst cost challenges.

Crave

Crave Home Staging was launched 
as a pilot in September 2022, funded 
by part of the proceeds from the sale 
of Joyce’s corporate premises in the 
2022 financial year. Approximately $2.2 
million has been allocated in capital 
and operating start-up costs prior to 
the soft launch in September 2022.

6

Annual Report FY23Joyce GroupSince the soft launch, we have seen 
encouraging signs with an increase 
in market penetration, revenue and 
exceptional customer feedback 
however, the ramp-up of the 
business has been slower than initial 
expectations due to a contraction in 
the housing market in the second half 
of the financial year1.

During the financial year, Crave 
generated $0.5 million of income. 
Expenditure in the first half of the  
year was $0.9 million including  
start-up costs expensed to the 
launch date. Income and operating 
expenditure in the second half of  
the financial year has been $0.4 million 
and $0.7 million respectively.

Crave is now generating recurring 
business with an established network 
of real estate agents. It will have a 
near-term focus on continuing to build 
this network and increase market 
penetration rates to reach its current 
operating capacity within its Western 
Australian footprint.

Corporate

The Group remains debt free, with 
a closing net cash balance of $46.1 
million at 30 June 2023, compared  
to $31.9 million at 30 June 2022.

During the financial year, the sale 
of the Group’s investment property 
in Lytton, QLD was finalised, with 
KWB commencing its leaseback 
arrangement. The move to the 
Company’s new head office in 
Osborne Park, WA was also completed 
during the financial year. In June 
2023, the Company executed a lease 
assignment agreement relating to 
its existing leaseback transaction on 
its corporate property that was sold 
during the 2022 financial year.

1 CoreLogic® Monthly Housing Chart Pack

The Company continues to apply 
a disciplined capital management 
approach to build a solid platform 
from which to drive our growth 
ambitions further.

Outlook

As we reflect on the challenges and 
successes of the past year, it is clear 
that we are operating in a dynamic 
and uncertain economic environment. 
The impact of successive interest 
rate rises has been felt, particularly 
on discretionary spending, leading to 
a period of softened demand. As we 
look ahead, we anticipate continuing 
uncertainty and a challenging trading 
landscape in the coming months.

Amid these uncertainties, we are 
committed to navigating the evolving 
market conditions with resilience and 
agility. The current inflationary pressures 
and decline in discretionary spending 
are likely to put pressure on our revenue 
and margins, requiring us to be vigilant 
and adaptable in our approach.

Both KWB and Bedshed have solid 
foundations that will enable them to 
weather tougher market conditions 
and our focus remains steadfast 
on maintaining high standards of 
operational and financial performance 
while ensuring customer satisfaction.

Looking forward, our businesses 
within Joyce Group are well-positioned 
for growth. With large addressable 
markets and opportunities for footprint 
expansion, we see potential for 
significant progress in the future.

KWB will focus on expanding in Sydney 
when the timing is right, while also 
exploring opportunities to expand its 
wardrobe offering into new markets. 
Deferred store openings and further 
expansion into Sydney remain integral 
to our forward plans for the 2024 
calendar year and beyond.

Bedshed remains on a network 
growth trajectory and we will continue 
to actively develop a robust pipeline 
of franchisees and enhance our 
e-commerce offering to support our 
bricks and mortar stores.

Whilst we continue to see an 
opportunity for Crave in the growing 
Australian home staging market, 
we will be carefully assessing any 
allocation of further capital, whether 
for growth within WA or for interstate 
expansion, which will be dependent on 
the success of the pilot program.

Confident in our business resilience, 
customer and supplier relationships, 
and financial strength, we look 
forward to generating solid returns 
in 2024. We are fortunate to have 
a dedicated and loyal team, strong 
brands, and an appealing offering 
to Australian consumers. Our 
commitment to putting customers first 
has been instrumental in building our 
reputation, strengthening our brands, 
and ultimately delivering financial 
performance for our shareholders.

In conclusion, I extend my 
gratitude to our teams and valued 
shareholders for their unwavering 
support. Together, we will navigate 
the challenges ahead and seize the 
opportunities for growth, continuing  
to deliver excellence and value.

7

Annual Report FY23Joyce GroupJoyce Corporation Consolidated Results

Revenue

Gross Profit

Total Group Expenses

Expenses (% of revenue)

EBITDA

EBITDA Margin

Net Profit After Tax

NPAT Attributable to Joyce Members

Normalised NPAT Attributable to Joyce Members

EPS – cents

Normalised EPS – cents

Joyce Corporation Consolidated Results

Closing group cash

Debt

Net cash

FY23

$’000

144,701

77,085

37,559

26%

31,141

22%

16,377

7,934

9,129

28.00

32.14

FY23

$’000

46,079

-

FY22

$’000 

129,016

67,838

34,044

26%

32,208

25%

17,610

9,086

7,461

32.19

26.44

FY22

$’000 

31,933

-

Variance

Variance

($)

15,685

9,247

3,515

n/a

-1,067

n/a

-1,233

-1,152

1,668

-4.19

5.70

(%)

12%

14%

10%

-3%

-7%

-13%

22%

-13%

22%

Variance

Variance

($)

14,146

(%)

44%

46,079

31,933

14,146

44%

8

Annual Report FY23Joyce GroupWho we are

Fast growing ASX-
listed company 
operating and invested 
in quality Australian 
businesses

Well established 
and consistently 
performing businesses 
and partnerships with 
strong organic growth 
potential

Committed to 
delivering increased 
earnings while 
establishing a solid 
platform for future 
growth

Our Vision

We seek to make a meaningful positive difference to the lives of our 
shareholders, partners, franchisees, employees and customers.

Primary Objective

To drive revenue growth and deliver above average returns.

Strategic Direction

“ With the KWB Group and Bedshed, Joyce has established brands that are 
synonymous with helping Australians add value to their greatest asset – the 
family home – this is the sector we are concentrating on”.   

J. KIRKWOOD - CHAIR

10

Annual Report FY23Joyce GroupUnique Value Propositions

Working together 
is key to success

Shareholders

Partners

Franchises

Track record of Total 
Shareholder Returns.

Track record of growth and
long-term mindset.

Deep sector and operational 
knowledge and supportive  
growth-focused approach.

Employees

Customers

Ability to make an impact 
growing national brands in 
a supportive team 
environment.

Quality products and 
services, deep product 
knowledge and 
convenience.

11

Annual Report FY23Joyce GroupFY23 Business
Unit Performance

John Bourke
Managing Director – KWB Group

KWB Group Commentary

KWB Group’s trading brands, Kitchen Connection and Wallspan, operate a network of 26 
showrooms across Queensland, NSW, and South Australia. KWB Group is a clear leader in 
the Kitchen and Wardrobe renovation market, delivering an exceptional consumer experience 
and is the only Kitchen and Wardrobe renovation company to achieve over 3,000 5-star 
customer reviews1 on Australia’s largest independent consumer review website.

I am pleased to provide an overview 
of the performance of KWB for the 
2023 financial year, highlighting our 
continued growth and record revenue 
and profits.

KWB continued to experience robust 
demand for its kitchen and wardrobe 
design, build and installation services. 
With a focus on maximising revenue 
through existing assets, outstanding 
results were achieved, with over 
4,300 kitchens and 2,600 wardrobes 
installed. These efforts translated into 
improved revenue, reaching a record-
breaking $123.4 million, a substantial 
14% increase from the previous year’s 
$108.0 million.

Our strategy to manage higher costs 
and labour constraints involved 
prioritising customer experience 
and ensuring smooth supply chains. 
Concentrating on maintaining KWB’s 
reputation for quality service, allowed 
the business to successfully navigate 
the challenges it faced during the 
financial year.

Against a backdrop of a tight labour 
market we took the decision to 
defer new store openings in FY23, 
reallocating funds and resources 
to refurbish existing facilities. This 
strategic decision aimed to enhance 
customer conversion rates and overall 
productivity and yielded positive 
outcomes.

Despite facing cost increases, the 
business has effectively managed 
margins, resulting in strong gross profit 
during a period of high operational 
capacity. Prudent cost management, 
combined with significant revenue 
growth, contributed to a record EBIT 

of $25 million, a 31% increase from the 
2022 financial year and a record EBIT 
margin of 20.5%.

Additional focus on the enhancement 
of operating efficiencies, lead to a 
reduction in rework and warranty 
costs compared to the previous 
financial year, remaining below 1.5% of 
net sales.

Maintaining a strong financial position, 
KWB concluded the financial year 
with cash on hand of $30.4 million, 
supported by customer deposits of 
$12.2 million.

Looking ahead to the 2024 financial 
year, the current macroeconomic 
trading conditions are anticipated to 
continue to pose challenges, with 
the expectation that gross margins 
will normalise and lead times reduce, 
returning to pre-COVID levels. A 
measured response to drive growth 
and counteract these challenges 
is planned, including an increase in 
marketing initiatives and continued 
tight cost control.

While securing skilled labour 
continues to be a challenge, 
particularly in Sydney, the business 
remains dedicated to maintaining 
high-quality customer service. 
Consequently, new store openings 
in Sydney have been placed on hold, 
subject to ongoing review.

The business remains committed to 
its growth strategy and will look to 
seize any potential opportunities that 
may arise in ‘A-grade’ locations within 
South Australia and Queensland as 
replacement locations for the closed 
Windsor showroom and soon to be 
closed Keswick showroom.

During the financial year, the 
showroom network underwent several 
renovations and refurbishments, all of 
which have contributed to improved 
customer conversion rates and 
overall productivity. This program of 
improvements will continue into the 
2024 financial year, ensuring facilities 
remain up-to-date with a focus on the 
customer experience.

In conclusion, I extend my gratitude 
to the entire KWB team, whose 
dedication and hard work have been 
pivotal to our success and who remain 
unwavering in our commitment to 
delivering excellence and growth.

SALES

123,387

107,957

89,693

64,964 67,498

FY19

FY20

FY21

FY22

FY23

NET REVENUE ($000s)
FY19 – FY23 CAGR 13.7%

EBIT

11,269

9,480

25,320*

19,211*

16,320

FY19

FY20

FY21

FY22

FY23

EBIT ($000s)
FY19 – FY23 CAGR 21.7%
* Excluding income and expenses relating 
to sale of investment property

1 https://www.productreview.com.au/listings/kitchen-connection

13

Annual Report FY23Joyce GroupFY23 Business
Unit Performance

Gavin Culmsee
Managing Director – Bedshed

Bedshed

Bedshed supplies quality bedding and bedroom furnishings across Australia and is 
one of the industry’s most recognisable brands. Bedshed currently operates a 41 store 
network, including 37 franchise stores, all of which are supported by a sophisticated 
e-commerce offering. The Bedshed brand was the first in the Homewares and Furniture 
category of the Australian Franchise Rating ScaleTM to be awarded a 5-star rating1.

Amid challenging market conditions,  
I am pleased to present Bedshed’s 
operational performance for the 2023 
financial year. Despite the challenging 
environment, our franchisees, 
company-owned stores, central office 
marketing and product management 
teams delivered a robust underlying 
EBIT of $5.4 million.

The combined Bedshed Franchising 
and Company Store operations 
delivered revenue of $21.3 million, 
comparable to the previous year’s 
$21.1 million. 

Bedshed demonstrated resilience 
in navigating the rising cost 
environment, managing segment 
expenditure at 40.2% of revenue,  
an improvement from the previous 
year’s 41.0%. EBIT increased by 3.5% 
to $5.0 million and the EBIT margin 
rose from 22.6% to 23.4%.

Franchise operations generated 
revenue of $5.6 million, an increase 
from the prior year’s $5.3 million. 
During the year, no franchise 
agreements were up for renewal, 
a notable difference from the six 
agreements in the previous year.

As the franchise network returned to 
pre-COVID levels of activity, franchise 
operations expenses rose from  
$4.0 million to $4.6 million. The increase 
was primarily driven by travel expenses 
as valuable time was dedicated to 
strengthening connections in-store 
with franchisees and re-connecting 
with suppliers, as we work to enhance 
our overseas supply chain.

Despite the return to normal activity 
and increased expenditure, franchise 
operations EBIT stood at $2.6 million, 
with a strong EBIT margin of 46.2%.  

While the EBIT margin decreased 
compared to financial year 2022 
and financial year 2021, it remains 
significantly higher than pre-COVID 
levels.

Company-owned stores also 
performed strongly, generating  
$15.7 million of revenue, consistent 
with the prior year.

Notably, company-owned store EBIT 
increased to $2.3 million, a rise from 
the previous year’s $1.9 million.

Our strategic focus continues to  
centre on growing the franchise 
network. During the financial year,  
new franchise stores were 
successfully opened in Ballarat 
(Regional VIC) and Castle Hill  
(Sydney, NSW), bringing the total 
franchise network to 37 stores.  
While a commitment to network 
growth remains, this is being 
approached with tempered 
expectations given the current 
economic climate.

Whilst the current macroeconomic 
conditions have created challenges, 
the size and strength of the Bedshed 
franchise network, coupled with 
relatively low operating costs and 
high operating margins position us 
well to weather what are likely to 
be tougher trading conditions into 
financial year 2024.

Looking ahead, two additional franchise 
locations have been secured and are 
planned to open in financial year 2024, 
with Jindalee in metro Queensland 
scheduled to open in the first 
quarter and Toowoomba in regional 
Queensland later in the financial year.

an online mattress brand called 
Drift. This brand targets the Gen Z 
and Millennial market segments, 
offering a simplified e-commerce 
journey. Importantly, Drift serves as an 
introduction to the Bedshed brand for 
this customer segment, contributing 
to building brand presence over the 
longer term and enhancing the lifetime 
value of the Bedshed customer.

Overall, I extend my heartfelt thanks 
to our dedicated teams and franchise 
partners whose commitment and 
efforts have been instrumental in 
achieving these positive outcomes. 
Together, we remain steadfast in 
driving Bedshed’s growth and success 
in the ever-evolving market landscape.

SALES

19,241

20,096

21,531

21,059

21,314

FY19

FY20

FY21

FY22

FY23

NET REVENUE ($000s)
FY19 – FY23 CAGR 2.1%

EBIT

3,593

2,424

5,886

4,769

4,998

FY19

FY20

FY21

FY22

FY23

In line with our growth strategy, in  
June 2023 Bedshed soft-launched  

EBIT ($000s)
FY19 – FY23 CAGR 15.6%

1 https://www.thefranchiseregistry.com.au/section/Home/Franchise_Search?s=bedshed

15

Annual Report FY23Joyce GroupBoard of Directors

Jeremy Kirkwood 

Chair 
Bachelor of Commerce ANU

Jeremy was appointed a Non-Executive Director in January 2020. He has extensive 
experience in corporate strategy, investment banking and global capital markets 
and provides invaluable strategic input and guidance to the Company’s board and 
management team. Jeremy is a principal of Pilot Advisory Group and was previously 
a Managing Director at Credit Suisse, Morgan Stanley and Austock. He has primarily 
worked in public markets, undertaking merger and acquisitions and capital raisings 
for companies principally in the metals and mining, energy and infrastructure 
sectors. Jeremy is a Director of Talisman Mining Limited (Chair until July 2020), 
Hawsons Iron Ltd, Trustee of the Ross Trust, a Director of Hillview Quarries Pty Ltd 
and a Director of Gravitas Technologies Pty Ltd.

Karen Gadsby

Deputy Chair
Bachelor of Commerce, FCA, MAICD

Karen has over 20 years’ Chair/Non-Executive Director experience and has held 
directorships across the publicly-listed, private, government and not-for-profit 
sectors in Western Australia and Victoria. Karen is a Director of Mindful Meditation 
Australia Inc. and a Director of SOSCY Pty Ltd. Karen has a finance background and 
was a Chartered Accountant with Coopers and Lybrand and then worked as a senior 
executive with North Limited for 13 years, in various executive roles across the areas  
of finance, commercial, risk, IT and human resources.

Timothy Hantke 

Non-Executive Director (retired 30 June 2023)
Bachelor of Commerce, FAIM, FAICD

Tim specialises in mentoring and coaching CEOs, senior executives and business 
owners, along with being a commercial mediator and professional company director. 
Having held a broad variety of roles within organisations of all sizes, Tim now focuses 
on key board positions and mentoring others. His focus is to work with leaders 
and to get to the source of their thinking and behaviours, and help them find new 
ways of communicating, collaborating, and negotiating to meet their organisational, 
professional and personal goals.

16

Other current directorships  
of listed entities
Talisman Mining Ltd
Hawsons Iron Ltd

Former directorships of listed  
companies in last 3 years 
Kin Mining NL  
(resigned 31 July 2019)

Special responsibilities
Member of the Audit and  
Risk Committee
Member of the Remuneration 
Committee
Chair of the Nomination Committee 
(effective 1 July 2023, following  
Mr Hantke’s retirement)
Member KWB Board

Interests in shares and  
options held directly, indirectly,  
or beneficially
147,371 ordinary shares

Other current directorships  
of listed entities
None

Former directorships of listed  
companies in last 3 years
Talisman Mining Ltd 
 (retired 4 November 2020)

Special responsibilities
Chair KWB Board
Chair of the Audit and  
Risk Committee
Member of the  
Remuneration Committee
Member of the Nomination  
Committee

Interests in shares and  
options held directly, indirectly, 
or beneficially
87,500 ordinary shares

Other current directorships  
of listed companies
None

Former directorships of listed 
companies in last 3 years
None 

Special responsibilities  
(up to Mr Hantke’s retirement 
on 30 June 2023)
Chair Bedshed Franchising  
Pty Ltd
Chair of the Remuneration 
Committee
Chair of the Nomination 
Committee
Member of the Audit and Risk 
Committee

Interests in shares and  
options held directly, indirectly, 
or beneficially 
22,271 ordinary shares

Annual Report FY23Joyce GroupTravis McKenzie 
Non-Executive Director
Bachelor of Law, Bachelor of Commerce, GAICD

Travis has had extensive experience on private boards since 2009. These 
organisations operate in multiple industries including marketing, education and 
property development. This experience, particularly in the marketing and property 
space, is particularly relevant to the Joyce Board. His work in derivatives and foreign 
exchange trading has allowed Travis to experience business and operating in Europe 
and the Americas, as well as here in Australia. This exposure to international thinking 
allows Travis to bring fresh perspectives and approaches to the Group. His early 
career as a lawyer adds complementary skills to the Board and provides thought 
leadership for management in issue resolution.

Daniel Smetana
Non-Executive Director, former Chair 
(January 1985 to November 2018)
Diploma of Commerce, FCPA, FAIM, FAICD

Dan is a Non-Executive Director and former Chairman of Joyce Corporation Ltd 
and Bedshed Franchising Pty Ltd. He has had 50 years’ Chair/Non-Executive 
Director experience and has held directorships across various sectors including 
Defence Reserves Support Council – WA, Youth Focus, Western Power, WASO, 
Edge Employment, IFAP, WA Federation of PCYC and Korab Resources Limited. 
Dan is a visionary leader who has been deeply involved with Joyce Corporation in 
executive, Chair or NED roles since 1984. Dan is a recipient of the Centenary Medal.

Nicholas Palmer 
Non-Executive Director  
(appointed 1 September 2022)
Bachelor of Business, MBA

Nick is an experienced chief executive officer, director and strategic advisor with 
extensive retail, consumer and financial services experience having held the roles of 
Group Managing Director of Spotlight Group Holdings and CEO and Managing Director 
of Radio Rentals Group. Nick also has an extensive background as a management 
consultant, serving in the senior roles of Partner at Bain & Company and Principal at 
The Boston Consulting Group, where he advised boards and senior executives on 
matters such as corporate and business unit strategy, performance improvement and 
merger integration. Nick has a proven track record of delivering strategic change, 
transformation and growth across a broad range of situations and industries.

Other current directorships  
of listed entities
None

Former directorships of listed  
companies in last 3 years 
None

Special responsibilities
Director Bedshed Franchising  
Pty Ltd
Member of the Audit and Risk 
Committee
Chair of the Remuneration 
Committee (effective 1 July 2023, 
following Mr Hantke’s retirement)
Member of the Nomination 
Committee

Interests in shares and  
options held directly, indirectly,  
or beneficially
16,799 ordinary shares

Other current directorships  
of listed entities
None

Former directorships of listed  
companies in last 3 years
Korab Resources Ltd  
(retired 1 January 2020)

Special responsibilities
Member of the Audit and Risk 
Committee
Member of the Remuneration 
Committee
Member of the Nomination 
Committee

Interests in shares and  
options held directly, indirectly, 
or beneficially
11,063,654 ordinary shares

Other current directorships  
of listed companies
None

Former directorships of listed 
companies in last 3 years
None 

Special responsibilities
Member of the Audit and Risk 
Committee
Member of the Remuneration 
Committee
Member of the Nomination 
Committee
Alternate Member KWB Board

Interests in shares and  
options held directly, indirectly, 
or beneficially 
Nil

17

Annual Report FY23Joyce GroupInformation on Secretaries

Daniel Madden 

CEO and Group Company Secretary 

Bachelor of Commerce, ACC, ACA, 
Governance Institute of Australia

Dan was appointed as CEO of Joyce Corporation Ltd on 1 December 2020 and 
has a reputation as a values driven, people oriented executive with a collaborative 
approach. Dan was previously the Managing Director and CEO of Talisman Mining 
Ltd, an ASX listed mineral exploration and development company with a track record 
of creating shareholder value. Dan was appointed as Managing Director of Talisman 
in 2016, having been Chief Financial Officer and Company Secretary since 2009. 
Dan’s prior background was in finance as CFO/General Manager Finance in ASX 
listed and large international organisations, including more than 17 years’ experience 
in the resource sector, including Xstrata Nickel Australasia, Jubilee Mines NL and 
Perilya Ltd. Dan is an Associate Member of the Institute of Chartered Accountants 
of England and Wales and a member of the Governance Institute of Australia and 
Australian Institute of Company Directors. He graduated from the University of 
Birmingham with a degree in Commerce and Accounting.

Other current directorships  
of listed entities
None

Former directorships of listed  
companies in last 3 years 
Talisman Mining Ltd  
(resigned 4 November 2020)

Special responsibilities
Member KWB Board

Interests in shares and  
options held directly, indirectly,  
or beneficially
Nil

Tim Allison

CFO and Group Company Secretary

Bachelor of Commerce, CAANZ, AGIA ACG 
(CS), GradDip Applied Finance

Other current directorships  
of listed entities
None

Former directorships of listed  
companies in last 3 years
None

Interests in shares and  
options held directly, indirectly, 
or beneficially
Nil

Tim was appointed as CFO and Company Secretary of Joyce on 1 April 2021. His 
career spans more than 10 years across multiple industries with a focus on finance, 
including roles as CFO, General Manager of Finance and in CFO Advisory consulting. 
Tim is a Chartered Accountant, having qualified at BDO Audit in Perth, WA. Tim is 
also a member of the Governance Institute of Australia and has a Graduate Diploma 
in Applied Finance from Kaplan. Tim brings to Joyce a diverse skill set including 
process automation; big data analysis; enhancement of strategic reporting and 
enhancing governance standards.

18

Annual Report FY23Joyce GroupDirectors’ Report

Year Ended  
30 June 2023

Your Directors present their report on the Joyce Group (“the Group”), consisting of Joyce Corporation Ltd (“Joyce” or  
“the Company”) and the entities it controlled at the end of, or during, the year ended 30 June 2023 (“the financial year”).

The names of the Company’s Directors and Secretaries in office during the financial year and until the date of this report  
are as stated below. Directors and Secretaries were in office for this entire period unless otherwise stated.

DIRECTORS

Jeremy Kirkwood 

Non-Executive Director (Chair)

Karen Gadsby 

Daniel Smetana 

Timothy Hantke 

Travis McKenzie 

Nicholas Palmer 

SECRETARIES

Daniel Madden 

Tim Allison 

MEETING OF DIRECTORS

Non-Executive Director (Deputy Chair)

Non-Executive Director

Non-Executive Director (retired 30 June 2023)

Non-Executive Director

Non-Executive Director (appointed 1 September 2022)

CEO and Group Company Secretary

CFO and Group Company Secretary

The numbers of meetings of the Board of Directors and of each Board Committee held during the financial year and the 
individual attendance by Directors at those meetings which they were eligible to attend, were:

Board of  
Directors

Audit & Risk  
Committee

Remuneration  
Committee

Nomination  
Committee

Held

Attended

Held

Attended

Held

Attended

Held

Attended

Jeremy Kirkwood

Karen Gadsby(a)

Daniel Smetana

Timothy Hantke

Travis McKenzie

Nicholas Palmer

11

11

11

11

11

9

11

8

11

11

11

9

5

5

5

5

5

2

5

3

5

5

5

2

2

2

2

2

2

2

2

1

2

2

2

2

1

1

1

1

1

1

1

0

1

1

1

1

(a) 

 Due to family bereavement and the associated personal commitments, Karen Gadsby was unable to attend some Board and Board Committee meetings. 
Where appropriate, Travis McKenzie assumed the role of Audit and Risk Committee Chair in Karen Gadsby’s absence. 

19

Annual Report FY23Joyce Group 
Directors’ Report

Year Ended  
30 June 2023

OPERATING AND FINANCIAL REVIEW

Principal activities

During the financial year, the principal activities of the Group consisted of:

–  Majority owner of 51% of KWB Group Pty Ltd, operator of retail kitchen and wardrobe showrooms;

–  Franchisor of the Bedshed chain of retail bedding stores; and

–  Owner and operator of four Bedshed retail stores.

Significant changes in state of affairs

There are no other significant changes in the state of affairs of the Group that occurred during the financial year that  
are not otherwise described in this report.

Review of results and operations

Group results

For the 2023 financial year, the Group delivered revenue of $144.7 million (2022: $129.0 million) and a profit before tax  
of $24.0 million (2022: $26.3 million) and a profit after tax of $16.4 million (2022: $17.6 million).

At 30 June 2023, the Group held total equity of $37.8 million (2022: $35.5 million) and cash and cash equivalents of  
$46.1 million (2022: $31.9 million). The Group remains debt free at 30 June 2023. 

Operating cashflow (including principal lease payments, excluding interest and tax) was $25.5 million (2022: $25.7 million), 
with the decrease being driven by the addition of lease liabilities during the financial year. Further details can be found in 
Notes 24 and 29 to the Financial Statements.

Division results

Segment  
Revenue

Segment  
EBIT

Segment EBIT  
Margin %

FY23

$000

123.4

5.6

15.7

FY22

$000

108.0

5.3

15.7

FY23

$000

25.02

2.7

2.3

FY22

$000

25.61

2.8

1.9

FY23

%

20.32

47.3

14.9

FY22

%

23.71

53.0

12.3

KWB Group

Bedshed Franchise Operations

Bedshed company-owned Stores

1 KWB’s FY22 EBIT results include a gain on sale of its investment property of $6.3 million.
2 KWB’s FY23 EBIT results include $0.3 million of costs related to the sale of its investment property.

KWB

Against a backdrop of a tight labour market, new store openings were deferred in FY23, with funds and resources 
reallocated to refurbish existing facilities. This strategic decision aimed to enhance customer conversion rates and 
overall productivity and yielded positive outcomes, with over 4,300 kitchens and 2,600 wardrobes installed. These efforts 
translated into increased revenue of $123.4 million, a 14% increase from the previous year’s $108.0 million.

Productivity efficiencies were addressed throughout the year, resulting in rework and warranty costs being down 6% on 
the previous year, running below 1.5% of net sales. Combined with the fact that cost increases experienced during the year 
were largely able to be recovered through pricing, KWB achieved strong gross margins during a period where the business 
was operating at or near capacity.

The strong gross margin and revenue growth, combined with careful management of costs, helped deliver an EBIT 
outcome of $25.3 million, 32% up on 2022 (after adjusting for the sale of the business’s investment property) and a record 
EBIT margin of 20.5% (after adjusting for the selling costs of the business’s investment property).

20

Annual Report FY23Joyce GroupDirectors’ Report

Year Ended  
30 June 2023

Bedshed

Bedshed demonstrated resilience in navigating the rising cost environment, managing segment expenditure at 40.2% of 
revenue, an improvement from the previous year’s 41.0%. Segment EBIT increased by 3.5% to $5.0 million, with EBIT margin 
increasing from 22.6% to 23.4%.

Expenses increased from $4.0 million to $4.6 million as a return to pre-COVID levels of activity resulted in increased costs 
for the franchisee network, driven primarily by travel expenses, as time was devoted to strengthening valuable connections 
with franchisees and re-connecting with suppliers.

Inventory balances were reduced by approximately 25%, freeing up working capital to be deployed in other key strategic focus 
areas including further enhancing the business’s e-commerce platform and expanding its omni-channel service offering.

Likely developments and future prospects

KWB plans to increase its marketing initiatives in FY24 to counteract the current and anticipated macroeconomic trading 
conditions. Lead times are also expected to normalise back to pre-COVID levels. To manage the risks associated with 
the current challenges in securing appropriately skilled labour, while maintaining a high standard of customer service, new 
showroom openings within NSW will remain on hold. However, KWB will continue to pursue opportunistic growth at ‘A-grade’ 
locations in SA and QLD. The program of renovations and refurbishments of existing facilities will continue into FY24.

Bedshed’s strategic focus remains on growing the franchisee network, although with somewhat tempered expectations 
under the current economic climate. A further two franchisee locations have been secured with Jindalee (in metro 
Queensland) opening in the first quarter of FY24 and Toowoomba (in regional Queensland) planned to open late in the 
second quarter. Bedshed introduced an online mattress brand called Drift with a soft launch in June 2023. Drift is specifically 
targeted at Gen Z and Millennial market segments and offers the convenience of a simple e-commerce purchase journey. 
Importantly, it also introduces this customer segment to Bedshed, which will help build the brand over the longer term. 
Along with growing the DriftSleep offering, Bedshed will continue to focus on enhancing its e-commerce platform and 
expanding its omni-channel service offering.

In September 2022, the Company launched Crave its home staging start-up as a pilot in WA. There has been an 
encouraging response from the market to the soft launch with increasing market penetration, revenue and exceptional 
customer feedback. Crave is now generating recurring business with an established network of real estate agents and the 
near-term focus is to continue to build this network and increase market penetration rates within its Western Australian 
footprint. The Company will continue to take a disciplined approach to further capital allocation to Crave. 

In addition to the focus on organic revenue growth within its existing operations, the Company will continue to evaluate 
other investment opportunities that have a natural fit to its expertise and existing portfolio.

Material business risks

The Board remains optimistic about the Group’s future trading performance and acknowledges that there are several 
factors, both specific to the Group and of a general nature, which may threaten the financial performance of the Group. 
The financial performance of the Group is influenced by a variety of general economic and business conditions, including 
levels of consumer spending, inflation, interest and exchange rates and government policies. The Group acknowledges the 
existence of these risks and in the first instance, seeks to identify and understand individual risks and then, to the extent 
possible, manage and mitigate those risks.

Joyce is evolving its approach to risk management to meet the demands of the Group’s operating environment and the 
expectations of the Group’s customers, the communities it operates in, its team members and investors. While the Group’s 
approach to risk management seeks to identify and manage material risks and emerging risks, additional risks not currently 
known or detailed below may also adversely affect future financial performance.

The specific material business risks that could adversely affect the financial performance of the Group and how the Group 
manages these risks, are set out below.

21

Annual Report FY23Joyce GroupDirectors’ Report

Year Ended  
30 June 2023

Consumer discretionary spending and changes in consumer demands

The Group is exposed to both the upside and downside of consumer spending cycles and changes in consumer 
demands. Consumer demand can shift rapidly and the Group needs to react to the change quickly to optimise financial 
performance. Seasonality, rising inflation and interest rates, shifting consumer preferences and changes to purchasing 
trends may impact consumer demand for the Group’s discretionary products. Inability to respond to rapid shifts in 
consumer demand may result in decreased market share and financial performance.

The Group closely monitors the information it has available regarding changes in economic environments and consumer 
demand, allowing it to respond quickly to any material changes. The Group also aims to reduce seasonality in product 
range, conducts regular reviews of category performance, retains agility in pricing and promotion and maintains a strong 
financial position (including its liquidity position).

Leasing arrangements

The ability to identify suitable sites and negotiate suitable leasing terms for new stores is key to the Group’s ongoing 
financial performance. 

The Group believes that it will be able to continue to do this as it has done successfully to date. Management continually 
assesses the Group’s strategy on locations and formats to optimise the store network.

Sustained disruption to operations resulting from external factors

External factors outside of the Group’s control such as geopolitical conflicts, extreme weather events, global pandemics, 
rising commodity and interest rates, wage growth pressures and global inflation levels have already added volatility to the 
complex macroeconomic environment in which the Group operates. There is the risk that further unexpected changes to 
the macroeconomic environment may result in volatility to the group’s financial performance.

To mitigate the Group’s exposure to any potential volatility caused by changes to the macroeconomic environment in which 
it operates, it maintains a strong financial position, backed by a diversified and effective operating model. The Group also 
maintains a disciplined financial policy framework and has in place robust strategic planning processes.

Compliance by franchisees with franchise agreements

This risk relates to (Bedshed) franchisees acting in breach of the terms and conditions of their respective franchise 
agreements. The consequences of non-compliance may include damage to the brand, fines and other penalties from 
regulators and a reduction in franchise fees received from franchisees.

The (Bedshed) franchisor continually monitors and evaluates the performance of each franchisee to actively assess 
compliance with executed franchise agreements.

Managing the impact of climate risk

The Group acknowledges that climate changes are occurring around the globe which may impact its business in various 
ways: governments may take action to reduce climate change or the frequency of extreme weather events could increase, 
both leading to operational impacts.

The Group is focussed on preparing, as much as practicable, for potential extreme weather conditions, utility price 
fluctuations, changing regulations and stakeholder preferences. The Group regularly monitors regulatory and market 
changes which may impact the Group.

22

Annual Report FY23Joyce GroupDirectors’ Report

Year Ended  
30 June 2023

Dividends

Dividends declared or paid during the financial year are as follows:

FY21 final fully franked dividend of 10.0 cents per share

FY22 interim fully franked dividend of 7.5 cents per share

FY22 final fully franked dividend of 10.5 cents per share

FY23 interim fully franked dividend of 8.0 cents per share

Total dividends paid

Matters subsequent to the end of the financial year

2023

$’000

-

-

2,968

2,267

5,235

2022

$’000

2,817

2,117

-

-

4,934

The Directors resolved that a FY23 final dividend of 17.5 cents per share, fully franked, be paid by Joyce Corporation Limited 
on 28 September 2023 to all shareholders registered as at the record date of 14 September 2023.

Other than disclosed above, no event has occurred since the reporting date to the date of this report that has significantly 
affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs.

Environmental regulation and reporting

The Group is not subject to any particular or specific environmental regulation in any of the jurisdictions in which it operates. 
The Directors are not aware of any particular or significant environmental issues which have been raised in relation to the 
Group’s operations during the financial year.

INSURANCE OF OFFICERS

During the financial year, Joyce Corporation Ltd paid a premium to insure the Directors, Secretaries and Key Management 
Personnel (together “the Officers”) of the Group. A clause in the relevant insurance policy prevents the disclosure of the 
amount of the premium.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought 
against the Officers of the Group and any other payments arising from liabilities incurred by the Officers in connection with 
such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the 
Officers or the improper use by the Officers of their position or of information to gain advantage for themselves or someone 
else or to cause detriment to the Company or more broadly to the Group. It is not possible to apportion the premium 
between amounts relating to the insurance against legal costs and those relating to other liabilities.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on 
behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose for taking 
responsibility on behalf of the Company for all or part of those proceedings.

23

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

The Remuneration Report details the key management personnel (KMP) remuneration arrangements for the Group,  
in accordance with the requirements of the Corporations Act 2001 and its Regulations.

For the purposes of this report, KMP are those persons having authority and responsibility for planning, directing and 
controlling the activities of the Group, directly or indirectly, including any Director of the Company.

For the purposes of this report, the term “Executive” encompasses the KMP and other senior executives of the Group.

The Remuneration Report is set out under the following main headings:

A.  Principles used to determine the nature and amount of remuneration

B.  Service agreements

C.  Details of remuneration

D.  Voluntary disclosures of STI and LTI schemes settled during the financial year

E.  Share-based compensation

F.  Link between remuneration policy and company performance

G.  Voting at the 2022 Annual General Meeting (AGM)

H.  Independent salary and incentive review

I.  Loans or other transactions with directors and KMP

The information provided in this remuneration report is also included in the Annual Financial Report which has been audited 
as required by section 308(3C) of the Corporations Act 2001.

As well as the directors previously mentioned in this Directors’ Report, other KMP of the Group include:

KMP

Daniel Madden

Gavin Culmsee

Tim Allison

John Bourke

James Versace

Chris Palin

Position/s Held

CEO and Group Company Secretary, Joyce Corporation Ltd

Chief Operating Officer, Joyce Corporation Ltd and Managing Director, Bedshed

CFO and Group Company Secretary, Joyce Corporation Ltd

Managing Director, KWB Group Pty Ltd

CFO, KWB Group Pty Ltd

Finance Director, KWB Group Pty Ltd to 30 June 2022

24

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

A.   PRINCIPLES USED TO DETERMINE THE NATURE 

Remuneration policies

AND AMOUNT OF REMUNERATION

Remuneration Committee

The Remuneration Committee Charter establishes the 
role of the Remuneration Committee, which is to review 
and make recommendations on Board remuneration; 
senior management remuneration; executive share 
plan participation; human resource and remuneration 
policies and senior management succession planning, 
appointments and terminations.

The main responsibilities of the Remuneration Committee 
include reviewing and making recommendations on 
remuneration policies for the Group including those 
governing the Directors and the KMP.

The Remuneration Committee comprises a majority of 
Non-Executive Directors and at least three members.

The Chair of the Remuneration Committee is appointed  
by the Board and is a Non-Executive Director.

The Remuneration Committee meets as and when 
required by the Remuneration Committee Chair and at 
least twice annually. The Committee may invite persons 
deemed appropriate to attend meetings and may take 
any independent advice as it considers necessary or 
appropriate. Any Committee member may request the 
Chair to call a meeting.

During the financial year, the Remuneration Committee 
reviewed and updated its Charter. A copy of the 
Remuneration Committee Charter is available on the  
Joyce Corporation website.

The objective of the Group’s executive reward framework 
is to ensure reward is competitive and appropriate for the
results delivered. The framework aligns executive reward 
with achievement of the Group’s strategic objectives and 
the creation of value for shareholders. The Remuneration 
Committee and Board ensure that executive reward 
satisfies the following key criteria:
-  Competitiveness and reasonableness;
-  Acceptability to shareholders;
- 

 Performance linkage / alignment of executive 
compensation to organisational results;

-  Transparency; and
-  Capital management.

In consultation with external remuneration consultants 
(where appropriate), the Group has structured an 
executive remuneration framework that is market 
competitive and complementary to the reward strategy  
of the organisation.

- 

The framework aligns to shareholders’ interests by:
- 

 Having economic profit as a core component of the 
framework’s design;
 Focusing on sustained growth in shareholder wealth, 
consisting of dividends and growth in share price 
and delivering consistent return on assets as well as 
focusing the executive on key non-financial drivers of 
value; and

-  Attracting and retaining high calibre executives.

The framework aligns to program participants’ interests by:
-  Rewarding capability and experience;
- 

 Reflecting competitive reward for contribution to 
growth in shareholder wealth;

-  Providing a clear structure for earning rewards; and
-  Providing recognition for contribution.

25

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

Non-Executive Director remuneration

Variable Component – Short-Term Incentives

Fees and payments to Non-Executive Directors reflect 
the demands that are made on and the responsibilities 
of the Directors. Non-Executive Director fees and 
payments are reviewed annually by the Board. The Board 
considers, where appropriate, the advice of independent 
remuneration consultants to ensure Non-Executive 
Director fees and payments are appropriate and in line 
with comparable entities. The Chair’s fees are determined 
independently to the fees of Non-Executive Directors, 
based on appropriately comparable roles. The Chair is  
not present at any discussions relating to the 
determination of their own remuneration.

The current base remuneration was last independently 
reviewed by Godfrey Remuneration Group in April 2021  
and was effective from 1 July 2021.

Non-Executive Directors’ fees are determined within an 
aggregate directors’ fee pool limit, which is periodically 
recommended for approval by shareholders. The limit 
currently stands at $700,000 per annum and was 
approved by shareholders at the Annual General Meeting 
on 30 November 2017.

Executive remuneration

Fixed Component

The level of fixed remuneration is set to provide a base 
level of remuneration which is both appropriate to the 
position and is competitive with appropriately comparable 
roles. Fixed remuneration is reviewed annually by the 
Remuneration Committee and the process involves review 
of the Group’s performance, the segment within which the 
executive operates and the individual’s performance.

Goals are agreed at the start of each financial year  
and consist of key performance indicators (KPI’s) 
incorporating both financial and non-financial corporate 
and individual-specific measures of performance. These 
measures are aligned to the Group’s strategic objectives 
at the time. Examples of the types of measures used 
are targets for safety, profit, cash balances and segment 
specific KPI’s. Refer to section D for further details. At the 
end of the financial year, the Remuneration Committee 
assesses the actual performance of the Group, the 
relevant segment and the individual against the agreed  
KPI targets. When the Group, or the relevant segment and 
the individual achieve their KPI’s, the Board will reward the 
KMP with a cash bonus paid after the end of the financial 
year being assessed.

The amount paid is a discretionary percentage of  
a pre-determined (by the Board) maximum amount 
contingent on the results achieved. To the extent that 
achievement is above target milestones, potential 
restricted right share-based payments may be made to 
participants. No bonus is awarded where performance 
falls below the minimum threshold set.

Variable Component – Long Term Incentives

The Remuneration Committee offers performance rights 
in the Joyce Corporation Ltd Rights Plan (JRP). The current 
JRP was approved by shareholders at the Annual General 
Meeting on 23 November 2021. KPI’s set under the JRP 
are linked to achievement of targeted shareholder return 
measures over a rolling 3-year period, within the relevant 
business area for each individual. For further details on 
performance targets, refer to section D.

B.  SERVICE AGREEMENTS

This remuneration report outlines the Director and 
Executive remuneration arrangements with the Group in 
accordance with the requirements of the Corporations Act 
2001 and its regulations.

The employment conditions of all KMP are formalised 
in contracts. The directors, CEO, COO and CFO are 
engaged by Joyce Corporation Ltd. All other Executives are 
permanent employees of subsidiaries within the Group.

26

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

Contractual arrangements

Remuneration arrangements for KMP are formalised in employment agreements. Details of these contracts are set out 
below.

Term  
of current 
agreement

Notice  
period in 
months

Termination 
payment in 
months

Total Fixed 
Remuneration

Short Term 
Incentive(b)

Long Term 
Incentive(b)

Daniel Madden

Gavin Culmsee

Tim Allison

John Bourke

James Versace

Chris Palin(a)

rolling

rolling

rolling

rolling

rolling

-

3

3

3

3

3

-

3

3

3

3

3

-

$462,000

$363,000

$308,000

$464,984

$301,223

-

30%

30%

30%

30%

30%

-

45%

30%

30%

30%

30%

-

(a)  Chris Palin employment agreement ended on 30 June 2022. Non-Executive Director of KWB Group as at 1 July 2022.
(b)  Variable remuneration (Short Term Incentive and Long Term Incentive) available pool as a percentage of Total Fixed Remuneration.

The Group can terminate each contract by providing the required written notice period or providing payment in lieu of the 
notice period (based on the fixed component of the KMP’s remuneration). The Group may terminate a KMP or Executive  
for serious misconduct without notice. Where termination with cause occurs, the Executive is only entitled to that portion  
of remuneration that is fixed up to the date of termination.

All KMP are subject to at least one performance evaluation review each year.

27

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

C.  DETAILS OF REMUNERATION

The remuneration summary of KMP for the current and prior financial year is set out below.

Fixed remuneration

Variable remuneration

Non- 
monetary 
benefits

Annual  
and long 
service  
leave

Post-
employment 
benefits

Cash 
bonus 
paid

Cash – 
other(f)

Equity- 
settled 
performance 
rights(g)

Total

Performance 
related

Name

Note

Year

Salary

Non-executive 
Directors

Jeremy 
Kirkwood

Karen  
Gadsby

Daniel 
Smetana

Timothy 
Hantke

Travis 
McKenzie

Nicholas 
Palmer

Michael  
Gurry

Other Key 
Management 
Personnel

Daniel 
Madden

Gavin 
Culmsee

Tim  
Allison

John  
Bourke

James 
Versace

Chris  
Palin

TOTALS

(a)

(b)

(c)

(d)

(e)

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

171,041

163,636

105,285

100,727

85,520

81,818

95,403

91,273

85,520

81,818

71,267

-

-

34,091

614,036

553,363

436,708

383,869

337,708

289,108

282,708

248,590

420,800

400,000

272,600

95,999

-

272,727

1,750,524

1,690,293

2,364,560

2,243,656

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

17,959

16,364

11,055

10,073

8,980

8,182

10,017

9,127

8,980

8,182

7,483

-

3,409

64,474

55,337

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

189,000

180,000

116,340

110,800

94,500

90,000

105,420

100,400

94,500

90,000

78,750

-

37,500

678,510

608,700

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

(5,115)

13,478

21,302

(2,932)

10,497

8,219

6,667

25,292

126,720

925

296,060

880,590

48.1%

23,568

78,330

-

169,640

668,885

37.1%

25,292

94,050 20,841

250,320

749,513

48.7%

23,568

134,332

-

168,900

612,976

25,292

79,800

589

64,440

463,326

23,568

4,700

-

44,000

329,077

49.5%

31.3%

14.8%

44,184

128,700 34,073

383,680

1,018,104

53.7%

29,226

40,000

164,700

12,517

7,892

28,623

9,600

-

-

-

-

-

368,982

1,002,908

38,170

351,910

-

113,491

53.2%

10.8%

0.0%

(32,035)

-

83,250 26,952

253,420

331,587

109.7%

9,692

13,833

65,575

13,833

65,575

27,273

130,275

-

283,254

723,221

57.2%

148,683

512,520 83,380

1,286,090

3,795,030

49.6%

147,577

512,337

-

1,034,776

3,450,558

44.8%

213,157

512,520 83,380

1,286,090

4,473,540

42.1%

202,914

512,337

 -

1,034,776

4,059,258

38.1%

(a)  Appointed 1 September 2022.
(b)  Retired 23 November 2021.
(c)  Appointed COO, Joyce Corporation Ltd and Managing Director, Bedshed effective 1 May 2022.
(d)  Appointed CFO, KWB Pty Ltd effective 21 February 2022.
(e)  Retired 30 June 2022.
(f) 

 Cash -Other: In accordance with the Joyce Rights Plan, cash payments were made for the dividend equivalent on issuable shares from vested FY20 LTI 
and FY22 STI remuneration.

(g)  Share based payments expense relating to unvested rights, valued in accordance with AASB 2.

28

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

STI - Cash Bonus

The details of the STI variable component of KMP remuneration paid during the current and prior financial year  
is set out below.

Maximum 
STI(a)

%  
financial 
conditions

% non-
financial 
conditions

STI  
financial 
condition

STI non-
financial 
condition

% of the 
financial 
condition 
achieved(b)

% of  
the non-
financial 
condition 
achieved

STI 
payable 
(shares) 
AASB 2 
valuation(b)

STI  
paid  
(cash)

Total  
STI paid

Name

Note Year

Other Key 
Management 
Personnel

Daniel 
Madden

Gavin 
Culmsee

Tim  
Allison

John 
Bourke

James 
Versace

Chris  
Palin

TOTALS

2023

165,000

60.00%

40.00%

99,000

66,000

76.03%

92.00%

126,720

13,495

140,215

2022

97,913

50.00%

50.00%

48,956

48,957

100.00%

60.00%

78,330

-

78,330

2023

123,750

60.00%

40.00%

74,250

49,500

100.00% 90.00%

94,050

36,047

130,097

2022

134,332

50.00%

50.00%

67,166

67,166

100.00%

100.00%

134,332

-

134,332

2023

105,000

60.00%

40.00%

63,000

42,000

76.03%

90.00%

79,800

8,587

88,387

2022

4,700

50.00%

50.00%

2,350

2,350

100.00%

100.00%

4,700

2023

165,000

60.00%

40.00%

99,000

66,000

66.67%

95.00%

128,700

2022

164,700

75.00%

25.00%

123,525

41,175

100.00%

100.00%

164,700

2023

2022

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2023

112,500

60.00%

40.00%

67,500

45,000

66.67%

85.00%

83,250

2022

130,275

75.00%

25.00%

97,706

32,569

100.00%

100.00%

130,275

-

-

-

-

-

-

-

4,700

128,700

164,700

-

-

83,250

130,275

2023

671,250

2022

531,920

2023

671,250

2022

531,920

-

-

-

-

-

-

-

-

402,750

268,500

339,703

192,217

402,750

268,500

339,703

192,217

-

-

-

-

-

-

-

-

512,520

58,129

570,649

512,337

-

512,337

512,520

58,129

570,649

512,337

-

512,337

(a) 

(b) 

 KMP cash bonus STI’s are payable at the discretion of the Board and are based on key performance criteria, which require performance to meet or 
exceed pre-determined targets. Key performance criteria include both financial and non-financial criteria.
 In accordance with Joyce FY22 STI scheme, the proportion of financial metric payments for achievement of results above 100% is payable in restricted 
right shares. These have not yet been issued as at 30 June 2023.

29

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

D.  VOLUNTARY DISCLOSURES OF STI AND LTI SCHEMES SETTLED DURING THE FINANCIAL YEAR

The following is the cash payment or share based payment issued to Executive during the financial year on settlement  
of a prior year STI or LTI scheme.

FY22 STI’s Realised in FY23

Total

Participant

Dan Madden

Gavin Culmsee

Tim Allison

John Bourke

Chris Palin

Maximum STI 
Entitlement  
($)

Total STI  
Received  
($)

Overall  
Payout Ratio  
(%)

165,000

123,750

105,000

165,000

112,500

135,986 

118,800 

85,696 

128,700 

83,250 

82%

96%

82%

78%

74%

Received  
as Cash  
Payment  
($)

126,720 

94,050 

79,800 

128,700 

83,250 

Received as  
Non-Cash  
($)(a)

Number  
Shares Issuable  
as Non-Cash

9,266 

24,750 

5,896 

-   

-   

3,845 

10,270 

2,447 

-   

-   

(a)  Valued at 30 day VWAP to 30 June 2022.

FY22 STI’s Realised in FY23

Financial Targets

Participant

Financial  
Target 

% of  
Total STI 
Entitlement

Target  
Quantum  
($M EBIT)

Target 
Achieved(b)  
(%)

% of  
Financial STI 
Entitlement

Cash  
Payment  
($)

Non-Cash  
($)

Dan Madden

JYC Group EBIT

Gavin Culmsee

Bedshed EBIT

Tim Allison

John Bourke

Chris Palin

JYC Group EBIT

KWB EBIT

KWB EBIT

60%

60%

60%

60%

60%

19.9

2.8

19.9

20.2

20.2

107%

168%

107%

98%

98%

76%

100%

76%

67%

67%

66,000 

49,500 

42,000 

66,000 

45,000 

9,266 

24,750 

5,896 

-   

-   

(b) 

 Financial targets are normalised for the impact of non-cash LTI accounting adjustments and one-off significant income or expenses,  
as determined by the Board.

FY22 STI’s Realised in FY23

Non-Financial Targets

Participant

Dan Madden

Gavin Culmsee

Tim Allison

John Bourke

Chris Palin

30

% of  
Total STI  
Entitlement

Target  
Achieved  
(%)

Cash  
Payment  
($)

Non-Cash  
($)

40%

40%

40%

40%

40%

92%

90%

90%

95%

85%

60,720 

44,550 

37,800 

62,700 

38,250 

-   

-   

-   

-   

-   

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

FY21 STI’s Realised in FY22

Total

Participant

Dan Madden

Gavin Culmsee

Tim Allison

John Bourke

Chris Palin

FY21 STI’s Realised in FY22

Financial Targets

Maximum STI 
Entitlement  
($)

Total STI  
Received  
($)

97,912 

134,332 

4,700 

164,700 

130,275 

78,330 

134,332 

4,700 

164,700 

130,275 

Overall  
Payout  
Ratio  
(%)

80%

100%

100%

100%

100%

Received  
as Cash  
Payment  
($)

78,330 

134,332 

4,700 

164,700 

130,275 

Received as  
Non-Cash  
($)

Number  
Shares Issuable  
as Non-Cash

-   

-   

-   

-   

-   

-   

-   

-   

-   

-   

Participant

Financial  
Target 

% of  
Total STI 
Entitlement

Target  
Quantum  
($M EBIT)

Target 
Achieved(a)  
(%)

% of  
Financial STI 
Entitlement

Cash  
Payment  
($)

Non-Cash  
($)

Dan Madden

JYC Group EBIT

Gavin Culmsee

Bedshed EBIT

Tim Allison

John Bourke

JYC Group EBIT

KWB EBIT

KWB Contribution Margin

Chris Palin

KWB EBIT

KWB Contribution Margin

50%

50%

50%

60%

15%

60%

15%

13.9

3.3

13.9

12.8

36.9

12.8

36.9

141%

180%

100%

127%

104%

127%

104%

100%

100%

100%

80%

20%

80%

20%

48,956 

67,166 

2,350 

98,820 

24,705 

78,165 

19,541 

-   

-   

-   

-   

-   

-   

-   

(a) 

 Financial targets are normalised for the impact of non-cash LTI accounting adjustments and one-off significant income or expenses  
as determined by the Board.

FY21 STI’s Realised in FY22

Non-Financial Targets

Participant

Dan Madden

Gavin Culmsee

Tim Allison

John Bourke

Chris Palin

% of  
Total STI 
Entitlement

Target  
Achieved  
(%)

Cash  
Payment  
($)

Non-Cash  
($)

50%

50%

50%

25%

25%

60%

100%

100%

100%

100%

29,374 

67,166 

2,350 

41,175 

32,569 

-   

-   

-   

-   

-   

31

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

FY21 LTI’s Realised in FY23

Participant

Dan Madden

Gavin Culmsee

John Bourke

Chris Palin

Maximum LTI 
Entitlement  
(No. Rights)

Target LTI 
Entitlement  
(No. Rights)

Target Metric  
(3 year 
cumulative  
FY21 to FY23)

Target  
Quantum  
($M EBIT)

Target 
Achieved(a)  
(%)

% of  
Maximum LTI 
Entitlement

Expected  
to vest  
(No. Rights)(b)

127,002 

140,484 

63,501 

Joyce Group EBIT

70,242 

Bedshed EBIT

208,448 

104,224 

KWB EBIT

164,879 

82,440 

KWB EBIT

46.2 

11.0 

42.3 

42.3 

140%

143%

143%

143%

100%

100%

100%

100%

127,002 

140,484 

208,448 

164,879 

(a) 

(b) 

 Financial targets are normalised for the impact of non-cash LTI accounting adjustments and one-off significant income and expenses  
as determined by the Board.
It is expected that the rights will vest as at 30 June 2023. To be confirmed at the next meeting of the Remuneration Committee.

FY20 LTI’s Realised in FY22

Participant

Gavin Culmsee

John Bourke

Chris Palin

Maximum LTI 
Entitlement  
(No. Rights)

Target LTI 
Entitlement  
(No. Rights)

Target Metric  
(3 year 
cumulative  
FY20 to FY22)

Target  
Quantum  
($M EBIT)

Target 
Achieved(a)  
(%)

% of  
Maximum LTI 
Entitlement

Vested  
(No. Rights)

76,387 

141,677 

112,065 

38,194 

Bedshed EBIT

70,839 

56,033 

KWB EBIT

KWB EBIT

7.3 

35.0 

35.0 

170%

134%

134%

100%

100%

100%

76,387 

141,677 

112,065 

(a) 

 Financial targets are normalised for the impact of non-cash LTI accounting adjustments and one-off significant income and expenses  
as determined by the Board.

32

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

E.  SHARE-BASED COMPENSATION

Performance rights granted as compensation under the JRP

Recognition and measurement

The agreements in place can only be equity-settled and are accounted for accordingly. The cost of equity-settled 
transactions with employees is measured using their fair value at the date which they were granted. In determining the fair 
value at grant date, where non-market based conditions are attached, no account is taken of the probability of achieving 
the related performance conditions. Where market-based conditions are attached, the probabilities of meeting these 
targets are built into the underlying valuation.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in 
which any performance conditions are met, ending on the date on which the employee becomes fully entitled to the award 
(vesting date). The cumulative expense recognised for these transactions at each reporting date reflects the extent to 
which the vesting period has expired and the proportion of the awards that are expected to ultimately vest.

No expense is recognised for awards that do not ultimately vest due to a non-market performance condition not being met.

On conversion, the performance rights convert to one ordinary share.

Terms and conditions

During the current financial year, 171,288 ‘FY23 performance rights’ were issued to Daniel Madden, 89,722 to Gavin Culmsee, 
76,128 to Tim Allison, 114,930 to John Bourke, and 73,743 to James Versace. These are subject to meeting pre-determined 
performance criteria.

During the prior financial year, 132,043 ‘FY22 performance rights’ were issued to Daniel Madden, 72,607 to Gavin Culmsee, 
62,065 to Tim Allison, 103,319 to John Bourke and 70,445 to Chris Palin. These are subject to meeting pre-determined 
performance criteria.

33

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

Reconciliation of performance rights

The reconciliation of the performance rights held by Key Management Personnel is set out below.

Year  
Granted

Balance  
at start  
of year

Granted  
during 
 year

Vested

Forfeited

Balance  
at end  
of year

Issuable

Maximum  
value yet  
to vest(c)

Number

Number

Number

Number

Number

Number

$000

Daniel 
Madden

Gavin 
Culmsee

Tim  
Allison

John 
Bourke

Chris  
Palin

James 
Versace

FY23

FY22(d)

FY21(b)

FY23

FY22(d)

FY21(b)

FY20(a)

FY23

FY22(d)

FY23

FY22

FY21(b)

FY20(a)

FY22

FY21(b)

FY20(a)

FY23

-

171,288

132,043

127,002

-

-

-

89,722

72,607

140,484

-

-

62,065

-

103,319

208,448

-

70,445

164,879

-

-

-

-

-

76,128

-

114,930

-

-

-

-

-

-

73,743

-

-

127,002

-

-

140,484

-

-

-

-

-

208,448

-

-

164,879

-

-

1,081,292

525,811

640,813

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

171,288

132,043

-

89,722

72,607

-

-

76,128

62,065

114,930

103,319

-

-

70,445

-

-

-

3,845

-

-

10,270

76,387

-

2,447

-

-

-

141,677

-

-

112,065

73,743

-

498

309 

-

258

84

-

-

219

154

330

257

-

-

175

-

-

212

966,290

346,691

2,495

(a) 

(b) 

(c) 
(d) 

 The ‘FY20 performance rights’ vesting period ended on 30 June 2022, with all rights fully vested. Resulting shares are issuable to Key Management 
Personnel as at 30 June 2023.
 The ‘FY21 performance rights’ vesting period ended 30 June 2023, with expectations that these rights will fully vest. This will be approved at the next 
meeting of the Remuneration Committee.
‘Maximum value yet to vest’ represents the full accounting value assuming 100% of the rights will vest.
 The short term incentive (STI) scheme relating to the 12 months to 30 June 2022, contains a clause that allows potential restricted right share-based 
payments to be made to participants, to the extent that they achieve above target milestones. As a result, restricted right shares are issuable to Key 
Management Personnel in line with the STI scheme.

Details of performance rights

Details of the performance rights on issue as at 30 June 2023 are summarised below.

34

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

FY21 Rights

Beneficiary

Daniel Madden

John Bourke

Chris Palin

Gavin Culmsee

Number of rights granted

127,002

208,448

164,879

140,484

Fair Value per right 
(JYC share price on grant date)

$1.64

$2.67(d)

$2.67(d)

$1.11

Total fair value

$208,283

$556,556

$440,227

$155,937

Commencement date

1 December 2020(c)

1 July 2020

1 July 2020

1 July 2020

Expected vesting date

Vesting conditions

30 June 2023  
(3 years)

30 June 2023  
(3 years)

30 June 2023  
(3 years)

30 June 2023  
(3 years)

Profit metric 
of Group EBIT 
cumulative over  
3 years(a)

Profit metric 
of KWB EBIT 
cumulative over  
3 years(a)

Profit metric 
of KWB EBIT 
cumulative over  
3 years(a)

Profit metric of 
Bedshed EBIT 
cumulative over  
3 years(a)

No. of rights expected to vest(b)

127,002

208,448

164,879

140,484

(a)    The expense recognised in respect of the performance rights is based on the Board’s assessment of the probability that certain milestone earnings 

will be achieved, measured cumulatively over the three-year period commencing 1 July 2020 and ending 30 June 2023. There are three milestones: 
“threshold”; “target”; and “stretch and above”. Meeting these milestones results in, respectively, 25%, an additional 25%, and the final 50% of the rights 
vesting into ordinary shares.
 The vesting period ended on 30 June 2023, with expectations that these rights will fully vest. This will be approved at the next meeting of the 
Remuneration Committee.
 Daniel Madden’s contract of employment commenced on 1 December 2020 and as a result for the financial year ended 30 June 2021 only a prorated 
expense was recognised.
 The formal grant date of the ‘FY21 performance rights’ to John Bourke and Chris Palin was determined post the 30 June 2021 year end and under the 
requirements of the Australian Accounting Standards, the associated accounting expense is based on the underlying share price at formal grant date.

(b) 

(c) 

(d) 

FY22 Market based rights

Beneficiary

Daniel Madden Gavin Culmsee

Tim Allison

John Bourke

Chris Palin

Maximum number of rights granted

39,613

14,521

12,413

20,664

14,089

Vesting conditions

TSR metric(a)

TSR metric(a)

TSR metric(a)

TSR metric(a)

TSR metric(a)

Fair value model inputs

Grant date

Expected life

Share price on grant date 

Expected volatility (%)

Risk-free interest rate (%)

Model used

30 December 2021

3 years

$3.33

50%

0.925%

Monte Carlo 

(a)    The probability of the performance rights vesting has already been considered in the initial valuation of the rights. Therefore, the expense recognised  

in respect of the market-based performance rights is based on the extent to which the vesting period has expired, within the three years commencing  
1 July 2021 and ending 30 June 2024. The TSR metric for maximum number of rights granted is a compound annual growth rate of 20% over a three  
year period from the 30 day VWAP on 1 July 2021.

35

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

FY22 Non-market based rights

Beneficiary

Daniel Madden Gavin Culmsee

Tim Allison

John Bourke

Chris Palin

Maximum number of rights granted

92,430

58,086

49,652

82,655

56,356

Vesting conditions

Number of rights  
expected to vest

Fair value model inputs

Grant date

Expected life

Share price on grant date 

Expected volatility (%)

Risk-free interest rate (%)

Model used

JYC ROE 
metric(a)

Bedshed EBIT 
metric(a)

JYC ROE 
metric(a)

KWB EBIT 
metric(a)

KWB EBIT 
metric(a)

23,107 -  
69,323

14,522 -  
43,565

12,413 -  
37,239

20,664 -  
61,991

14,089 -  
42,267

30 December 2021

3 years

$3.33

50%

0.925%

Black-Scholes 

(a)    The expense recognised in respect of the performance rights is based on the Board’s assessment of the probability that certain milestone Return on 

Equity (ROE) or Divisional Earnings Before Interest and Tax (EBIT) metrics will be achieved, measured cumulatively over the three-year period commencing 
1 July 2021 and ending 30 June 2024. There are three milestones: “threshold”; “target”; and “stretch and above”. Meeting these milestones results in, 
respectively, 25%, an additional 25%, and the final 50% of the rights vesting into ordinary shares.

FY23 Market based rights

Beneficiary

Daniel Madden Gavin Culmsee

Tim Allison

John Bourke James Versace

Maximum number of rights granted

51,386

17,944

15,226

22,986

14,749

Vesting conditions

Fair value model inputs

Grant date

Expected life

Share price on grant date 

Dividend yield (%)

Expected volatility (%)

Risk-free interest rate (%)

Model used

TSR   
 metric(a)

TSR   
 metric(a)

TSR   
 metric(a)

TSR   
 metric(a)

TSR   
 metric(a)

13 December 2022

3 years

$3.57

6.00%

45%

3.115%

Monte Carlo 

(a) 

 The probability of the performance rights vesting has already been taken into account in the initial valuation of the rights. Therefore the expense 
recognised in respect of the market-based performance rights is based on the extent to which the vesting period has expired, within the three years 
commencing 1 July 2022 and ending 30 June 2025. The TSR metric for maximum number of rights granted is a compound annual growth rate of 20%  
over a three year period from the 30 day VWAP on 1 July 2022.

36

Annual Report FY23Joyce Group 
 
Remuneration Report – Audited

Year Ended  
30 June 2023

FY23 Non-market based rights

Beneficiary

Daniel Madden Gavin Culmsee

Tim Allison

John Bourke

James Versace

Maximum number of rights granted

119,902

71,778

60,902

91,944

58,994

Vesting conditions

Number of rights  
expected to vest

Fair value model inputs

Grant date

Expected life

Share price on grant date 

Dividend yield (%)

Expected volatility (%)

Risk-free interest rate (%)

Model used

JYC ROE   
 metric(a)

JYC ROE   
 metric(a)

JYC ROE   
 metric(a)

KWB NPAT   
 metric(a)

KWB NPAT   
 metric(a)

29,976 -  
89,927

17,945 -  
53,834

15,226 -  
45,677

22,986 -  
68,958

14,749 -  
44,246

13 December 2022

3 years

$3.57

6.00%

45%

3.115%

Black-Scholes 

(a)    The expense recognised in respect of the performance rights is based on the Board’s assessment of the probability that certain milestone Return on 

Equity (ROE) or Divisional Net Profit After Tax (NPAT) metrics will be achieved, measured cumulatively over the three-year period commencing 1 July 2022 
and ending 30 June 2025. There are three milestones: “threshold”; “target”; and “stretch and above”. Meeting these milestones results in, respectively, 25%, 
an additional 25%, and the final 50% of the rights vesting into ordinary shares.

Key Management Personnel short term incentive scheme – related rights

The short term incentive (STI) scheme offered to the Executive relating to the 12 months to 30 June 2022, contains a clause 
that allows potential restricted right share-based payments to be made to participants, to the extent that they achieve above 
target milestones. The below restricted right shares are issuable to Key Management Personnel in line with the STI scheme.

KMP details 

Beneficiary

Daniel Madden

Gavin Culmsee

Tim Allison

Maximum number of rights granted

3,845

10,270

2,447

Performance conditions

Achievement of >100% 
Group EBIT metric

Achievement of >100% 
Bedshed EBIT metric

Achievement of >100% 
Group EBIT metric

The short term incentive (STI) scheme offered to the Executive relating to the 12 months to 30 June 2023, contains a clause 
that allows potential restricted right share-based payments to be made to participants, to the extent that they achieve 
above target milestones. The assessment of the achievement of STI targets will be determined at the next meeting of the 
Remuneration Committee, therefore no related rights have been granted at this point in time. 

37

Annual Report FY23Joyce Group 
Remuneration Report – Audited

Year Ended  
30 June 2023

Option and holding rights granted as compensation

During the financial year, no options were granted or vested as equity compensation benefits to any Director  
or Executive of the Group (2022: nil).

Option holdings

During the financial year, there were no options on issue to any Director or Executive of the Group (2022: nil).

Partly paid ordinary shares as compensation

There were no partly paid ordinary shares held or granted during the financial year as compensation to any  
Director or Executive of the Group (2022: nil).

Shareholdings

The number of shares in the Company held during the financial year by each Director and KMP of the Group, including  
their personally related parties, are set out below.

Balance  
1 July 2022

Granted as 
remuneration

On exercise  
of options

On-market 
purchases

Dividend 
Reinvest-
ment Plan

Other net 
change(a)

Balance  
30 June  
2023

147,371

87,500

-

-

(107,925)

11,063,654

-

-

-

-

-

-

-

-

-

22,271

16,799

-

-

40,000

-

165,359

-

-

7,366

-

-

1,162

877

-

-

-

-

-

-

-

9,405

(107,925)

11,542,954

Jeremy Kirkwood

Karen Gadsby

140,005

87,500

Daniel Smetana

11,171,579 

Timothy Hantke

Travis McKenzie

Nicholas Palmer 

Daniel Madden

21,109

15,922

-

-

Gavin Culmsee

40,000

Tim Allison

-

John Bourke

165,359

Chris Palin

James Versace

-

-

TOTAL

11,641,474

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(a)  Note: movement in the current year is in relation to related party shareholdings only.

38

Annual Report FY23Joyce GroupRemuneration Report – Audited

Year Ended  
30 June 2023

F.  LINK BETWEEN REMUNERATION POLICY AND COMPANY PERFORMANCE

The Group provided Executives with variable remuneration in the form of short-term and long-term incentives as described 
in Part A of the Remuneration Report. These incentives are payable upon the achievement of certain goals covering both 
financial and non-financial, corporate and individual measures of performance. Included in the measures are contributions 
to profit, cash targets and departmental functional KPI’s.

The following table shows the revenue, profit and dividends for the last five years for the Group, as well as the share price  
at the end of the respective financial year. The dividend includes ordinary and special dividends paid or payable in respect 
of each financial year. The effectiveness of the Executives’ variable remuneration in driving performance is reflected in the 
long term trends represented in the figures below.

Revenue from continuing operations(a)

Earnings before interest and tax

Profit from continuing operations after tax(a)

Share price at year-end $

Basic earnings per share from  
continuing operations (cents)

Dividends (cents)

(a)  Revenue and profit exclude any discontinued operations.

FY23

$’000

144,701

24,172

16,377

2.43

28.00

25.5

FY22

$’000

129,016

26,703

17,610

2.40

32.19

18.0

FY21

$’000

111,224

19,629

12,995

2.65

26.92

17.0

FY20

$’000

FY19

$’000

85,757

84,205

6,471

2,674

1.10

(3.95)

10.0

9,969

6,385

1.53

11.73

12.7

G.  VOTING AT THE 2022 ANNUAL GENERAL MEETING (AGM)

At the 2022 Annual General Meeting (“AGM”), 36% of shareholders’ votes cast were against adopting the 2022 Remuneration 
Report - Audited (“Remuneration Report”), constituting a “second strike” under the Corporations Act 2001 (Cth) (“Corporations 
Act”). The subsequent board spill resolution required to be held under the Corporations Act was not carried.

Shareholders should note that the 2023 Remuneration Report requires a 75% majority vote at the 2023 AGM, otherwise  
the Company will receive a “first strike”.

As with previous years, during the 2023 financial year, the Remuneration Committee and the Board considered the views  
of shareholders and continues to assess the appropriateness of the Company’s remuneration policies and competitiveness 
to ensure it aligns with the Company’s performance against key business goals and objectives. The Board is committed to 
ensuring there is continued demonstrable alignment between performance and compensation for key management personnel.

H.  INDEPENDENT SALARY AND INCENTIVE REVIEW

Although no formal independent remuneration review was undertaken during the year, the Company consistently checked 
any proposed remuneration changes with independent advisors.

I.  LOANS OR OTHER TRANSACTIONS WITH DIRECTORS AND KMP

There are no loans outstanding with any Director or Executive as at 30 June 2023 (2022: $nil).

There are no other material transactions with KMP not in the ordinary course of business.

END OF AUDITED REMUNERATION REPORT.

39

Annual Report FY23Joyce GroupDirectors’ Report

Year Ended  
30 June 2023

OPTIONS OVER UNISSUED SHARES

No options over unissued shares in the Company were in existence at the beginning of the financial year or granted  
during, or since the end of, the financial year.

NON-AUDIT SERVICES

The Group has, from time to time, employed the external auditor and its network firms on assignments additional to their 
statutory audit duties where the auditor’s expertise and experience with the Group are important.

The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or its network 
firms on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the 
Corporations Act 2001 for the following reasons:
– 

 all non-audit services have been reviewed and approved to ensure that they do not impact the impartiality and 
objectivity of the auditor; and
 none of the services undermine the general principles relating to auditor independence as set out in APES 110  
Code of Ethics for Professional Accountants (Independence Standards).

– 

Details of the amounts paid or payable to the auditor and its network firms for non-audit services provided during  
the financial year by the auditor are outlined in Note 28.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001  
is set out on page 41.

ROUNDING OF AMOUNTS

The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, 
relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded 
in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

Signed in accordance with a resolution of the Directors.

J Kirkwood 
Chair 
Perth, 31 August 2023

40

Annual Report FY23Joyce GroupAuditor’s Independence Declaration

Year Ended  
30 June 2023

Tel: +61 8 6382 4600 
Fax: +61 8 6382 4601 
www.bdo.com.au 

Level 9, Mia Yellagonga Tower 2  
5 Spring Street  
Perth WA 6000 
PO Box 700 West Perth WA 6872 
Australia 

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF JOYCE 
CORPORATION LTD 

As lead auditor of Joyce Corporation Ltd for the year ended 30 June 2023, I declare that, to the best of 
my knowledge and belief, there have been: 

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

relation to the audit; and 

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

This declaration is in respect of Joyce Corporation Ltd and the entities it controlled during the period. 

Phillip Murdoch 

Director 

BDO Audit (WA) Pty Ltd 

Perth 

31 August 2023 

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia 
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO 
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability 
limited by a scheme approved under Professional Standards Legislation. 

41

Annual Report FY23Joyce Group 
 
 
 
 
 
Corporate Governance Statement

Year Ended  
30 June 2023

Joyce Corporation Ltd (“the Company”) and the Board are committed to achieving and demonstrating a high standard of 
corporate governance. The Company has reviewed its corporate governance practices against the Corporate Governance 
Principles and Recommendations (4th edition) published by the ASX Corporate Governance Council.

The 2023 Corporate Governance Statement reflects the corporate governance practices in place throughout the financial 
year. The Company’s current Corporate Governance Statement can be viewed at www.joycegroup.com.au.

42

Annual Report FY23Joyce GroupYear Ended  
30 June 2023

Joyce Corporation Ltd
AND CONTROLLED ENTITIES
ABN: 80 009 116 269

ANNUAL FINANCIAL REPORT
For the Year Ended 30 June 2023

43

Annual Report FY23Joyce GroupConsolidated Statement of Profit or Loss

Year Ended  
30 June 2023

Revenue

Cost of sales

Gross profit

Fair value gain on investment property revaluation

Other revenue

Other selling costs

Employment expenses

Occupancy expenses

Marketing expenses

Administration expenses

Depreciation and amortisation

Profit before interest and tax

Net interest

Profit before tax

Income tax expense

Profit for the year

Profit is attributable to:

Ordinary equity holders of the company

Non-controlling interests

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

Basic earnings per share

Diluted earnings per share

Note

22

22

15

22

22

22

22

22

22

23

19

19

2023

$’000

144,701

(67,616)

77,085

-

2,507

(10,892)

(27,787)

(2,273)

(2,488)

(5,011)

(6,969)

24,172

(170)

24,002

(7,625)

16,377

7,934

8,443

16,377

2022

$’000

129,016

(61,178)

67,838

6,377

2,114

(10,077)

(25,202)

(1,364)

(2,458)

(5,020)

(5,505)

26,703

(453)

26,250

(8,640)

17,610

9,086

8,524

17,610

28.00

27.66

32.19

32.19

The consolidated statement of profit or loss should be read in conjunction with the accompanying notes.

44

Annual Report FY23Joyce GroupConsolidated Statement of Comprehensive Income

Year Ended  
30 June 2023

Profit for the year

Other comprehensive income

Items that will not be reclassified to profit or loss

Other comprehensive income for the year, net of tax

Note

2023

$’000

16,377

-

-

2022

$’000

17,610

-

-

Total comprehensive income for the year

16,377

17,610

Total comprehensive income for the year attributable to:

Ordinary equity holders of the company

Non-controlling interests

7,934

8,443

16,377

9,086

8,524

17,610

The consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

45

Annual Report FY23Joyce GroupConsolidated Statement of Financial Position

Year Ended  
30 June 2023

Note

2023

$’000

2022

$’000

ASSETS

Current assets

Cash and cash equivalents

Trade receivables

Inventories

Other assets

Other financial assets

Assets held for sale

Total current assets

Non-current assets

Other assets

Deferred tax assets

Right-of-use assets

Property, plant and equipment

Investment property

Intangible assets

Total non-current assets

TOTAL ASSETS

LIABILITIES

Current liabilities

Trade and other payables

Provisions

Lease liabilities

Provision for income tax

Total current liabilities

Non-current liabilities

Lease liabilities

Deferred tax liabilities

Provisions

Total non-current liabilities

TOTAL LIABILITIES

NET ASSETS

EQUITY

Issued capital

Share-based payments reserve

Retained earnings

Parent entity interest

Non-controlling interest

TOTAL EQUITY

9

10

11

12

13

30

12

23

24

14

15

5

16

17

24

23

24

23

17

18

20

26

46,079

726

2,587

962

1,652

-

52,006

2,007

1,970

17,790

4,897

-

7,734

34,398

31,933

1,079

3,182

1,068

1,218

16,000

54,480

635

6,147

13,933

3,423

-

7,597

31,735

86,404

86,215

22,722

2,970

5,426

3,334

34,452

13,629

-

553

14,182

24,784

2,884

4,890

382

32,940

10,443

6,760

584

17,787

48,634

50,727

37,770

35,488

19,161

3,072

10,744

32,977

4,793

37,770

18,705

1,777

8,045

28,527

6,961

35,488

The consolidated statement of financial position should be read in conjunction with the accompanying notes.

46

Annual Report FY23Joyce GroupConsolidated Statement of Cash Flows

Year Ended  
30 June 2023

Cash flows from / (used in) operating activities

Receipts from customers

Payments to suppliers and employees

Income tax paid

Interest received

Net cash flows from operating activities

Cash flows from / (used in) investing activities

Purchase of property, plant and equipment

Purchase of intangible assets

Payment of security deposit

Proceeds from sale of investment property

Proceeds from sale of property, plant and equipment

Net cash flows from investing activities

Cash flows (used in) financing activities

Dividends paid

Dividends paid to non-controlling interests

Payment of lease liabilities - principal

Payment of lease liabilities - interest

Repayment of borrowings

Net cash flows (used in) financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Reconciliation of cash

Cash at bank and in hand

Note

2023

$’000

2022

$’000

146,397

(114,794)

(7,256)

603

24,950

(3,234)

(242)

(1,700)

15,751

83

10,658

(4,779)

(10,611)

(5,299)

(773)

-

133,822

(103,706)

(7,714)

36

22,438

(1,371)

(207)

-

-

5,453

3,875

(4,626)

(5,170)

(3,976)

(489)

-

(21,462)

(14,261)

14,146

31,933

46,079

46,079

46,079

12,052

19,881

31,933

31,933

31,933

29

5

24

15

14

26

24

24

6

9

9

The consolidated statement of cash flows should be read in conjunction with the accompanying notes.

47

Annual Report FY23Joyce GroupConsolidated Statement of Changes in Equity

Year Ended  
30 June 2023

Balance at 1 July 2021

Total comprehensive income / 
(loss) for the year:

Profit attributable to members  
of the parent entity

Profit attributable to  
non-controlling interests

Total comprehensive income / 
(loss) for the year

Transactions with owners in 
their capacity as owners:

Shares issued

Share-based payments

18

20

Dividends paid or provided for

21, 26

Balance at 30 June 2022

Contributed 
Equity

Share- 
based 
Payments 
Reserve

Retained 
Earnings / 
(Losses)

Non- 
Controlling 
Interest 

Note

$’000

$’000

$’000 

$’000 

Total  
Equity

$’000 

18,397

742

3,893

3,607

26,639

-

-

-

308

-

-

18,705

-

-

-

-

1,035

-

1,777

9,086

-

9,086

-

8,524

8,524

9,086

8,524

17,610

-

-

(4,934)

8,045

-

-

(5,170)

6,961

308

1,035

(10,104)

35,488

Total  
Equity

$’000 

Contributed 
Equity

Share- 
based 
Payments 
Reserve

Retained 
Earnings / 
(Losses)

Non- 
Controlling 
Interest 

Note

$’000

$’000

$’000 

$’000 

Balance at 1 July 2022

Total comprehensive income / 
(loss) for the year:

Profit attributable to members  
of the parent entity

Profit attributable to  
non-controlling interests

Total comprehensive income / 
(loss) for the year

Transactions with owners in 
their capacity as owners:

Shares issued

Share-based payments

18

20

Dividends paid or provided for

21, 26

Balance at 30 June 2023

18,705

1,777

8,045

6,961

35,488

-

-

-

456

-

-

19,161

-

-

-

-

1,295

-

3,072

7,934

-

7,934

-

8,443

8,443

7,934

8,443

16,377

-

-

(5,235)

10,744

-

-

(10,611)

4,793

456

1,295

(15,846)

37,770

The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

48

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

1.  CORPORATE INFORMATION

The consolidated financial statements of Joyce Corporation Ltd (“the Company”) for the financial year ended 30 June 2023 
were authorised for issue in accordance with a resolution of the Directors of the Company dated 31 August 2023. Joyce 
Corporation Ltd is a company incorporated in Australia and limited by shares which are publicly traded on the Australian 
Securities Exchange. The Company is a for-profit entity for the purpose of this financial report.

The nature of the operations and principal activities of the Company and its controlled entities are described in the 
Directors’ Report.

The consolidated financial statements comprise the financial statements of Joyce Corporation Ltd and its controlled 
subsidiaries (“the Group”).

Significant Accounting Policy: Basis of preparation

These general-purpose financial statements for the financial year ended 30 June 2023 have been prepared in accordance 
with requirements of the Corporations Act 2001 and Australian Accounting Standards.

Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with 
International Financial Reporting Standards.

Historical cost convention

These financial statements have been prepared under the historical cost convention, except for the Group’s investment 
property (held for sale at June 2022) and certain other financial instruments which are measured at fair value.

Significant Accounting Policy: Principles of consolidation

The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement 
with the entity and has the ability to affect those returns through its power to direct the activities of the entity. All controlled 
entities have a 30 June financial year end. The existence and effect of potential voting rights that are currently exercisable  
or convertible are considered when assessing whether the Company controls another entity.

Refer to Note 26 in relation to the list of controlled entities.

Consolidated financial statements are the financial statements of the Group presented as those of a single economic entity. 
The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events 
in similar circumstances.

All significant intra-group balances and transactions, including income, expenses and dividends, are eliminated in full  
on consolidation.

49

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

The results of the entities acquired or disposed of during the financial year are accounted for from the respective dates 
of acquisition or up to the dates of disposal. On disposal, the attributable amount of goodwill, if any, is included in the 
determination of the gain or loss on disposal.

Non-controlling interests, being that portion of the profit or loss and net assets of subsidiaries attributable to equity interests 
held by persons outside the Group, are shown separately within the equity section of the Consolidated Statement of 
Financial Position, Consolidated Statement of Profit or Loss and Consolidated Statement of Comprehensive Income.

Amounts held on trust for the Bedshed ‘Marketing Fund’ and Bedshed ‘Deposit Guarantee’ are not funds of the Group  
and have not been consolidated.

Significant Accounting Policy: Comparatives

When required by accounting standards, comparative figures have been adjusted to maintain consistency with classification 
and presentation for the current financial year.

Significant Accounting Policy: Rounding of amounts

The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) instrument 2016/191, 
relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded 
in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

2.  SIGNIFICANT AFTER REPORTING DATE EVENTS

The Directors resolved that a FY23 final dividend of 17.5 cents per share, fully franked, be paid by Joyce Corporation Limited 
on 28 September 2023 to all shareholders registered as at the record date of 14 September 2023.

Other than disclosed above, no event has occurred since the reporting date to the date of this report that has significantly 
affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs.

50

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

3.  FINANCIAL RISK MANAGEMENT

The Group’s operations expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), 
credit risk and liquidity risk. The Group’s overall risk management program seeks to minimise potential adverse effects on 
the financial performance of the Group.

The Group holds the following financial instruments:

Financial assets

Cash and cash equivalents

Trade receivables

Other receivables

Other financial assets

Financial liabilities

Trade and other payables

Lease liabilities

Market risk

(i) Foreign exchange risk

Note

9

10

12

13

16

24

2023

$’000

46,079

726

2,026

1,652

50,483

22,722

19,055

41,777

2022

$’000

31,933

1,079

323

1,218

34,553

24,784

15,333

40,117

The Group’s exposure to foreign currency risk is not material and is largely limited to indirect foreign exchange exposure 
through purchases of inventory within the company-owned Bedshed stores. This is managed by freight forwarding 
arrangements.

(ii) Cash flow interest rate risks

As at the reporting date, the Group held cash of $46.08 million (2022: $31.93 million) and nil debt (2022: nil). Refer to Note 6 
for a list of current debt facilities. 

The Group’s main interest rate risk has historically arisen from its borrowings activities. Borrowings issued at variable rates 
expose the Group to cash flow interest rate risk. The Group’s polices seek to manage both interest rate and liquidity risks 
(see below), by assessment of expectations about interest rates in the medium term and the Group’s need for flexibility to 
minimise the Group’s interest expense.

51

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are modelled taking into consideration 
refinancing, renewal of existing positions and alternative financing. This allows the Group to manage its cash flow interest 
rate risk by adopting an appropriate mix of fixed versus variable rate debt and an appropriate mix of debt and investment 
maturities to provide it with flexibility to repay debt as quickly as possible whilst maintaining liquidity to take advantage 
of business opportunities as they arise. With regard to the cash flow interest rate risk on average cash balances held, an 
increase (or reduction) in the interest rate of 100 basis points would result in an estimated increase (or reduction) of profit 
before tax of $390,000 (2022: $259,000 on 100 basis point movement).

An analysis of financial assets and liabilities by maturity is provided in (b) below.

(a) Credit risk

The analysis of credit risk is focussed on the high credit quality financial institutions with which deposits are held and  
high credit quality wholesale customers with which the Group trades.

Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, deposits with banks and  
other financial institutions, as well as credit exposures to wholesale customers, including outstanding receivables and 
committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating  
of ‘A’ are accepted. If wholesale customers are independently rated, these ratings are used. Otherwise, if there is no 
independent rating, the credit quality of the customer is assessed internally, considering the customer’s financial position, 
past performance and other factors as appropriate. Credit limits are then set internally based on the assessment of the 
above factors. The compliance with credit limits by wholesale customers is regularly monitored by management.

The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets. For wholesale 
customers without a credit rating, the Group generally retains title over the goods sold until full payment is received.  
The Group does not hold any credit derivatives to offset its credit exposure. The Group trades only with recognised, 
creditworthy third parties and as such, collateral is not requested nor is it the Group’s policy to securitise its trade 
receivables.

52

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external  
credit ratings (if available) or to historical information about counterparty default rates. The credit ratings of the Group’s 
financial assets are as follows:

Cash and cash equivalents

Trade receivables

Other receivables

Other financial assets

(b) Liquidity risk

AA-

Non-rated

Non-rated

Non-rated

2023

$’000

46,079

726

2,026

1,652

50,483

2022

$’000

31,933

1,079

323

1,218

34,553

The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity 
profiles of financial assets and liabilities. Due to the dynamic nature of its underlying businesses, the Group aims at 
maintaining flexibility in funding by keeping committed credit lines available and, where possible, with a variety of 
counterparties. Surplus funds are generally invested in term deposits or used to repay debt.

Financing arrangements

Refer to Note 6 in relation to the financing facilities available at reporting date.

53

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Maturities of financial assets and financial liabilities

The tables below present, as at the reporting date, the Group’s financial assets and liabilities in relevant maturity groupings 
based on the remaining period to the contractual maturity date. The amounts disclosed in the table are the contractual 
discounted cash flows.

Year ended 30 June 2023

Consolidated financial assets

Cash and cash equivalents

Trade receivables

Other receivables

Other financial assets

Consolidated financial liabilities

Trade and other payables

Lease liabilities

≤ 12  
months

$’000

1-5
years

$’000

> 5
years

$’000

46,079

726

1,841

1,652

50,298

(25,589)

(5,523)

(31,112)

-

-

185

-

185

-

(11,543)

(11,543)

-

-

-

-

-

(1,989)

(1,989)

Total

$’000

46,079

726

2,026

1,652

50,483

(25,589)

(19,055)

(44,644)

Net maturity

19,186

(11,358)

(1,989)

5,839

Year ended 30 June 2022

Consolidated financial assets

Cash and cash equivalents

Trade receivables

Other receivables

Other financial assets

Consolidated financial liabilities

Trade and other payables

Lease liabilities

≤ 12  
months

$’000

1-5
years

$’000

> 5
years

$’000

Total

$’000

31,933

1,079

323

1,218

34,553

(24,784)

(4,890)

(29,674)

-

-

-

-

-

-

-

-

-

-

-

-

(9,236)

(9,236)

(1,207)

(1,207)

31,933

1,079

323

1,218

34,553

(24,784)

(15,333)

(40,117)

Net maturity

4,879

(9,236)

(1,207)

(5,564)

54

Annual Report FY23Joyce Group 
 
Notes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Capital risk management

The Board oversees the deployment of the Group’s capital in a way that maintains a stable debt to equity ratio, provides 
shareholders with appropriate returns and ensures that the Group can fund its operations and continue as a going concern. 
The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. The 
Group is not subject to any externally imposed capital requirements.

The Board oversees the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure 
in response to changes in these risks. These responses include the management of the level of debt, dividends to 
shareholders and share issues.

Estimates and judgements are continually re-evaluated in order to contemplate the most up to date information available to 
management.

4.  SEGMENT INFORMATION

(a) Operating segments

Operating segments are identified based on internal reports about components of the Group that are regularly reviewed  
by the chief operating decision makers (The Board of Directors and the CEO) in order to allocate resources to the segments 
and to assess their performance. 

The operating businesses are organised and managed separately according to the nature of the products and services 
provided, with each segment representing a strategic business unit that offers different products and serves different 
markets.

The Group has the following operating segments: 
–  Retail kitchen and wardrobe showrooms;
–  Retail bedding – franchise operation; and
–  Retail bedding stores – company-owned.

The Group’s home staging business pilot, Crave, is currently not allocated to a reportable segment. 

Transfer prices between operating segments are set on an arms-length basis and in a manner consistent with transactions 
with third parties.

(b) Geographic segments

The Group operates in one principal geographical area namely that of Australia (country of domicile). Each segment 
is managed on a national basis and management consider that geographic areas are not a consideration in segment 
performance.

(c) Information about major customers

No single customer of the Group generated more than 10% of the Group’s revenue during the year ended 30 June 2023 
(2022: none).

In the retail operations of the Group, namely KWB and Bedshed company-owned stores, no single customer represents  
a material amount of revenue.

55

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

The following table presents revenue and profit information and certain asset and liability information regarding operating 
segments for the year ended 30 June 2023.

Retail  
kitchen and 
wardrobe  
showrooms

Retail  
bedding  
– franchise  
operation

$’000

$’000

Retail  
bedding  
stores –  
company- 

owned  

$’000  

123,387

-

123,387

123,387

-

123,387

5,635

-

5,635

-

5,635

5,635

15,679

-

15,679

15,679

-

15,679

25,026

2,666

2,332

51,331

9,673

7,767

38,584

2,714

4,300

Revenue

Revenue

Inter-segment sales

Total segment revenue

Timing of revenue recognition:

At a point in time

Over time

Unallocated revenue

Total consolidated revenue

Result

Segment result

Unallocated expenses net of unallocated income(a)

Income tax expense

Net consolidated profit for the year

Assets and liabilities as at 30 Jun 2023

Segment assets

Unallocated assets

Total assets

Segment liabilities

Unallocated liabilities

Total liabilities

Other segment information for  
the year ended 30 Jun 2023

Capital expenditure on PPE and intangibles

1,166

23

257

4,943

90

1,029

Capital expenditure - unallocated

Total capital expenditure

Depreciation and amortisation

Depreciation and amortisation - unallocated

Total depreciation and amortisation

 Includes  
– 
– 

Crave pilot costs net of income earned during the period. 
Group interest expense including interest on leases in line with AASB 16.

(a) 

56

Total

$’000

144,701

-

144,701

139,066

5,635

144,701

- 

144,701

30,024

(6,022)

(7,625)

16,377

68,771

17,633

86,404

45,598

3,036

48,634

1,446

2,030

3,476

6,062

907

6,969

Annual Report FY23Joyce Group 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements

Year Ended  
30 June 2023

The following table presents revenue and profit information and certain asset and liability information regarding operating 
segments for the year ended 30 June 2022.

Retail  
kitchen and 
wardrobe  
showrooms

Retail  
bedding  
– franchise  
operation

$’000

$’000

Retail  
bedding  
stores –  
company- 

owned  

$’000  

107,957

-

107,957

107,957

-

107,957

5,345

-

5,345

-

5,345

5,345

15,714

-

15,714

15,714

-

15,714

25,588

2,831

1,938

52,977

10,428

13,242

36,481

2,650

5,696

1,198

4,276

29

85

65

985

Revenue

Revenue

Inter-segment sales

Total segment revenue

Timing of revenue recognition:

At a point in time

Over time

Unallocated revenue

Total consolidated revenue

Result

Segment result

Unallocated expenses net of unallocated income(a)

Income tax expense

Net consolidated profit for the year

Assets and liabilities as at 30 Jun 2022

Segment assets

Unallocated assets

Total assets

Segment liabilities

Unallocated liabilities

Total liabilities

Other segment information for  
the year ended 30 Jun 2022

Capital expenditure on PPE and intangibles

Capital expenditure - unallocated

Total capital expenditure

Depreciation and amortisation

Depreciation and amortisation - unallocated

Total depreciation and amortisation

(a) 

 Includes  
– 
– 

Crave pilot costs net of income earned during the period. 
Group interest expense including interest on leases in line with AASB 16.

Total

$’000

129,016

-

129,016

123,671

5,345

129,016

-

129,016

30,357

(4,107)

(8,640)

17,610

76,647

9,568

86,215

44,827

5,900

50,727

1,292

286

1,578

5,346

159

5,505

57

Annual Report FY23Joyce Group 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements

Year Ended  
30 June 2023

5.  INTANGIBLE ASSETS

Software development

Goodwill

Total intangible assets

2023

$’000

404

7,330

7,734

2022

$’000

267

7,330

7,597

Significant Accounting Policy: Intangible Assets

Acquired both separately and from a business combination

Intangible assets acquired separately are capitalised at cost. Following initial recognition, the cost model is applied to each 
individual class of intangible assets. Where amortisation is charged on assets with finite lives, this expense is taken to the 
Consolidated Statement of Profit or Loss through the ‘depreciation and amortisation’ expense line item.

Intangible assets, excluding development costs, created within the business are not capitalised and expenditure is charged 
against profits (or losses) in the period in which the expenditure is incurred. Intangible assets are tested for impairment 
where an indicator of impairment exists and annually in the case of intangible assets with indefinite lives, either individually  
or at the cash generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, 
are made on a prospective basis.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net 
identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries 
is included in intangible assets. Goodwill on acquisitions of associates is included in investments in associates. Goodwill is 
not amortised, instead, it is tested for impairment annually or more frequently if events or changes in circumstances indicate 
that it might be impaired and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an 
entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units (CGU’s) for impairment testing. CGU’s to which goodwill is allocated  
as at 30 June 2023 are as follows:
–  KWB Retail Kitchen and Wardrobe Showrooms CGU; and
–  Bedshed Franchising CGU.

58

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Software development

Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute 
to future financial benefits through revenue generation and/or cost reduction are capitalised to software development. 
Costs capitalised include external direct costs of materials and services, direct payroll and payroll related costs of 
employees’ time spent on the project. Amortisation is calculated on a straight-line basis over periods generally ranging from 
3 to 5 years. IT development costs include only those costs directly attributable to the development phase and are only 
recognised following completion of technical feasibility and where the Group has an intention and ability to use the asset.

Critical Accounting Estimates and Judgements: Capital development investments

Discounted cash flow models are used for business cases. These include assumptions and estimates of business 
outcomes and are used for capital investments, such as software. The Group has made an assessment to amortise 
software development costs over 3 to 5 years.

Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for 
impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets 
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be 
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable 
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of 
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which 
are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Non-financial 
assets other than goodwill that have previously recognised an impairment amount are reviewed for possible reversal of the 
impairment at each reporting date.

Critical Accounting Estimates and Judgements: Impairment of non-financial assets

The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to 
impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use 
calculations performed in assessing recoverable amounts incorporate a number of key estimates and judgements.

59

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

An analysis of intangible assets is presented below.

               Goodwill

               Software  
               Development

               Total

2023

$’000

2022

$’000

2023

$’000

2022

$’000 

2023

$’000 

2022

$’000 

Year ended 30 June

Net of accumulated impairment 
and amortisation at 1 July

7,330

7,330

Additions

Impairment

Disposals

Amortisation

-

-

-

-

-

-

-

-

Net of accumulated impairment 
and amortisation at 30 June

7,330

7,330

At 30 June

Cost (gross carrying amount)

7,330

7,330

Disposals

Accumulated amortisation

-

-

-

-

Net carrying amount

7,330

7,330

267

242

-

-

(105)

404

629

-

(225)

404

120

207

-

-

(60)

267

387

-

(120)

267

7,597

242

-

-

(105)

7,734

7,959

-

(225)

7,734

7,450

207

-

-

(60)

7,597

7,717

-

(120)

7,597

Goodwill

Goodwill as at 30 June 2023 reflects the interest in the KWB Group, acquired in October 2014 and the value of the Bedshed 
Franchising, purchased in 2006.

Software development

Software development as at 30 June 2023 reflects the value of the Group’s custom built software systems, used to support 
multiple aspects of its operations.

60

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Allocation of goodwill

Goodwill is allocated to cash-generating units which are based on the Group’s operating segments:

KWB Retail Kitchen and Wardrobe Showrooms segment

Bedshed Franchise segment

2023

$’000

1,023

6,307

7,330

2022

$’000

1,023

6,307

7,330

Impairment testing of goodwill

The recoverable amount of each CGU is determined based on value-in-use calculations. Value-in-use is calculated based 
on the present value of cash flow projections over a 5-year period with the period extending beyond the existing budget 
for upcoming financial year extrapolated using estimated growth rates. The cash flows are discounted using a risk-adjusted 
pre-tax discount rate that is based on the specific circumstances of the Group and its CGUs and was derived from its 
weighted average cost of capital.

The following assumptions were used in the value-in-use calculations:

KWB Retail Kitchen and Wardrobe Showrooms segment

Bedshed Franchising segment

Pre–tax  
Discount 
Rate

2023

13.62%

13.62%

Pre–tax  
Discount 
Rate

2022

9.81%

9.81%

Growth  
Rate

2023

2.21%

2.21%

Growth  
Rate

2022

2.41%

2.41%

The Group’s value-in-use calculations incorporated a terminal value component beyond the 5-year projection period  
for all the operating segments.

Impairment of goodwill for the financial year ended 30 June 2023 was $nil (2022: $nil). 

Impact of possible changes in key assumptions

No reasonably possible changes in the key assumptions above would result in the carrying amount of the CGUs exceeding 
their recoverable amounts.

61

Annual Report FY23Joyce Group 
 
Notes to the Consolidated Financial Statements

Year Ended  
30 June 2023

6.  LOANS AND BORROWINGS AND FINANCING FACILITIES AVAILABLE

Secured liabilities and assets pledged as security

The financing facilities are secured by first mortgages over a combination of the Group’s assets. Lease liabilities are 
effectively secured, as the rights to the leased assets recognised in the financial statements revert to the lessor in the  
event of default. Refer to Note 24 in relation to lease liabilities.

Compliance with loan covenants

The Group has complied with the financial covenants of its financing facilities during the financial year. The financiers 
assess the financial covenants bi-annually, based on the audited annual report and reviewed half-year report.

Financing facilities available

At reporting date, the following financing facilities had been negotiated and were available:

Current

Non-current

$000

$000

Total

$000

Limit

$000

Available

Expiry Date

$000

CBA market rate loan  
(revolving facility)

CBA multi-option facility

Total

-

-

-

-

-

-

-

-

-

4,000

4,000

30/09/2024

1,100

5,100

1,100

5,100

Subject to 
annual review

62

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

7.  CONTINGENT LIABILITIES

At 30 June 2023, the Group had the following guarantees:
– 

 KWB has entered into a cash-backed bank guarantee of $1.7 million during the financial year. At 30 June 2022, retail 
lease bank guarantees of $1.02 million were held.
 KWB has cash-backed rental deposits supporting showroom leases as at 30 June 2023 of $0.06 million  
(30 June 2022: $0.06 million).
 Bedshed company-owned retail stores have bank guarantees relating to payment of lease obligations as at  
30 June 2023 of $0.37 million (30 June 2022: $0.37 million).

– 

– 

No provision has been made in the financial statements in respect of these contingencies as the possibility of a probable 
outflow under these guarantees is considered remote.

Significant Accounting Policy: Financial guarantees

Where material, financial guarantees are issued. These require the issuer to make specified payments to reimburse the 
holder for a loss it incurs because a specified debtor fails to make payment when due. The guarantees are recognised  
as a financial liability at fair value on initial recognition.

The guarantee is subsequently measured at the higher of the amount determined in accordance with the expected credit 
loss model under AASB 9 Financial Instruments and the amount initially recognised.

The fair values of financial guarantee contracts are assessed using a probability weighted discounted cash flow approach. 
The probability is based on:
–  The likelihood of the guaranteed party defaulting in a given period;
–  The proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting; and
–  The maximum loss exposed if the guaranteed party were to default.

63

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

8.  FAIR VALUE MEASUREMENT

Fair value hierarchy

The Group uses various methods in estimating fair value. The methods comprise:

Level 1: The fair value is based on quoted market prices (unadjusted) in active markets for identical assets or liabilities at the 
end of the reporting period.

Level 2: The fair value is determined using valuation techniques which maximise the use of observable market data and rely 
as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, 
the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the asset is included in level 3.

The fair value measurement, valuation technique and inputs used in fair valuing the non-financial instruments are set out  
as follows:

Class of property

Assets held for sale

Office and factory, Lytton QLD

Carrying 
Value  
June 2022 
$000

Fair value 
hierarchy

Level 2

16,000

As at 30 June 2022, the Group’s corporate office and warehouse and factory facility in Lytton, Queensland, was recognised 
as an asset held for sale. Refer to Notes 15 and 30 for further details. The carrying value of the property was determined 
with reference to the binding sale price of the sale and leaseback transaction announced by the Group on 22 August 2022. 
This was determined to best reflect the fair value of the property at 30 June 2022, prior to reclassification to an asset ‘held 
for sale’. Refer to Note 30 for further details.

Significant Accounting Policy: Fair value estimation

The fair value of relevant assets and liabilities must be estimated for recognition and measurement or for disclosure purposes.

64

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

9.  CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and deposits held at call with other financial institutions. Refer to Note 3 
in relation to the Group’s approach to managing the financial risks associated with cash. Bank overdrafts are shown within 
borrowings in current liabilities in the Consolidated Statement of Financial Position.

Funds held in Trust

Cash and cash equivalents balances exclude funds allocated for the specific use of operating the Approved Purposes 
activities on behalf of the Company’s Bedshed franchisees. Approved Purposes cash is included in Other Financial Assets. 
At 30 June 2023, the total of this balance was $1.65 million (2022: $1.22 million).

For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents are comprised of the following:

Cash at bank and on hand

10.  TRADE RECEIVABLES

Current

Trade receivables

Allowance for expected credit loss

2023

$’000

2022

$’000

46,079

31,933

2023

$’000

2022

$’000

741

(15)

726

1,083

(4)

1,079

Trade and other receivables are non-interest bearing. Trade and other receivables are recognised at amortised cost, less 
an allowance for expected credit loss. Each operating segment’s credit management policy requires customers to settle 
amounts owing in accordance within agreed payment terms. Depending on the operating segment, trade receivables are 
generally due for settlement within 30 days.

At 30 June, the ageing analysis of trade receivables is as follows:

Within one year

2023

$’000

2022

$’000

726

1,079

Other balances within trade and other receivables are neither impaired nor past due. It is expected that these other 
balances will be received when due.

65

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Movements in the allowance for expected credit loss for trade and other receivables were as follows:

At 1 July

(Credit) / charge for the year

At 30 June

2023

$’000

2022

$’000

4

11

15

6

(2)

4

Critical Accounting Estimates and Judgements: Expected credit losses

Debtors in each of the Group’s segments have been reviewed for the potential of non-recovery. The review is based on 
the lifetime expected credit loss, grouped based on days overdue and makes assumptions to allocate an overall expected 
credit loss rate. These assumptions include recent sales experience, historical collection rates and forward-looking 
information that is available. The allowance for expected credit losses is calculated based on the information available  
at the time of preparation. The actual credit losses in future years may be higher or lower.

11.   INVENTORIES

Current

Stock on hand at cost

Provision for obsolescence(a)

2023

$’000

3,142

(555)

2,587

2022

$’000

3,755

(573)

3,182

(a)  Write-downs of inventories to net realisable value recognised as an expense during the financial year amounted to $23,000 (2022: $45,000).

Significant Accounting Policy: Inventory

Inventories are stated at the lower of cost and net realisable value. Cost comprises expenditure incurred in acquiring the 
inventories and in bringing them to their existing condition and location.

Costs are assigned to individual items of inventory on a basis of weighted average costs. Costs of purchased inventory are 
determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course 
of business less the estimated costs of completion and the estimated costs to make the sale.

Critical Accounting Estimates and Judgements: Net realisable value of inventory

In determining the dollar amount of write-downs required for inventory, the Group has made judgements based on the 
expected net realisable value of that inventory. Historic experience and current knowledge of the products has been used  
in determining any write-downs to net realisable value.

66

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

12.   OTHER ASSETS

Current

Accrued revenue

Prepayments

Other receivables

Non-current

Other receivables(a)

Business establishment assets(b)

2023

$’000

2022

$’000

314

629

19

962

2,007

-

2,007

253

610

205

1,068

118

517

635

(a)  Non-current other receivables includes $1.7 million cash-backed bank guarantee for KWB Group Pty Ltd (30 June 2022: nil). 
(b)   Balance relates to assets purchased for Crave new business opportunity and reclassified to identifiable assets in the 2023 financial year.

13.   OTHER FINANCIAL ASSETS

Current

Funds held in trust

2023

$’000

2022

$’000

1,652

1,218

Funds held in trust relate to cash and cash equivalents allocated for the specific use of operating the Approved Purposes 
activities on behalf of Bedshed franchisees only.

67

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

 14.  PROPERTY, PLANT AND EQUIPMENT

Year ended 30 June 2023

At 1 July 2022, net of depreciation

Additions

Disposals

Depreciation charge for the year

At 30 June 2023, net of accumulated depreciation

At 30 June 2023

Cost

Accumulated depreciation

Net carrying amount

Year ended 30 June 2022

At 1 July 2021, net of depreciation

Additions

Disposals(a)

Depreciation charge for the year

At 30 June 2022, net of accumulated depreciation

At 30 June 2022

Cost

Accumulated depreciation

Net carrying amount

Property  
and 
buildings

Plant  
and 
equipment

Leasehold 
improve-
ments

$’000

$’000

$’000

-

-

-

-

-

-

-

-

1,718

2,092

(48)

(1,019)

2,743

7,174

(4,431)

2,743

1,705

1,142

(21)

(672)

2,154

5,917

(3,763)

2,154

Property  
and 
buildings

Plant  
and 
equipment

Leasehold 
improve-
ments

$’000

$’000

$’000

5,454

-

(5,431)

(23)

-

-

-

-

2,000

483

(43)

(722)

1,718

5,463

(3,745)

1,718

1,438

888

(28)

(593)

1,705

4,821

(3,116)

1,705

Total

$’000

3,423

3,234

(69)

(1,691)

4,897

13,091

(8,194)

4,897

Total

$’000

8,892

1,371

(5,502)

(1,338)

3,423

10,284

(6,861)

3,423

(a)    In December 2021, the Group entered into a sale and leaseback agreement with Pollutri Nominees Pty Ltd ACN 651 818 058 as trustee for The Stanja Trust 
(Purchaser), for its corporate office and warehouse facility in Osborne Park, Western Australia. The transaction settled on 16 February 2022. The sale of the 
property realised $5.5 million in cash (before costs). Refer to Note 24 for further details.

68

Annual Report FY23Joyce Group 
 
 
 
Notes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Significant Accounting Policy: Property, plant and equipment

Property and buildings are shown at cost value, based on periodic valuations completed by external, professionally qualified 
valuers, less depreciation for buildings. Any accumulated depreciation at the date of revaluation is eliminated against the 
gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. All other items of 
property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is 
directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when 
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be 
measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged 
to the Consolidated Statement of Profit during the reporting period in which they are incurred. 

Depreciation is calculated over the estimated useful life of the asset as follows:
–  Plant and equipment: 1 to 20 years;
–  Leasehold improvements: 3 to 15 years or shorter of lease term;
–  Buildings: 30 to 50 years; and
–  Motor Vehicles: 3 to 6 years.

The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at each reporting date. An asset’s 
carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its 
estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying 
amount. These are included in the Consolidated Statement of Profit or Loss. On the sale of revalued assets, the profit 
element of the revalued amount is taken through the Consolidated Statement of Profit or Loss.

15.   INVESTMENT PROPERTY

Opening balance

Fair value adjustments

Transfer to asset held for sale (Note 30)

Closing balance

Fair value measurement

2023

$’000

-

-

-

-

2022

$’000

9,623

6,377

(16,000)

-

Critical Accounting Estimates and Judgements: Treatment of investment property in Lytton, QLD

The KWB property located at 97 Trade Street, Lytton, Queensland was classified as an investment property  
as the significant portion is under an operating lease to an external third-party manufacturer earning rental income.  
Refer to Note 8 in relation to the fair value measurement and valuation technique used.

On 22 August 2022, the Company announced that its 51% subsidiary, KWB, had agreed to the sale and  
leaseback of its corporate office and warehouse factory facility in Lytton, Queensland. The sale process commenced  
prior to 30 June 2022.

The carrying value of the underlying asset ($16 million) was reclassified from investment property (non-current asset)  
to assets held for sale (current asset) as at 30 June 2022. Refer to Note 30 in relation to the asset held for sale.

Critical Accounting Estimates and Judgements: Revaluation of investment property

The investment property is subject to an annual review in comparison to fair market value. The review is completed by either 
an independent expert or based on management’s valuation. Where appropriate, the independent valuation is performed 
by an external, professionally qualified valuer who holds a recognised relevant professional qualification and has specialised 
expertise in the property being valued. For the year ended 30 June 2022, the carrying value of the property was determined 
with reference to the binding sale price of the sale and leaseback transaction announced by the Group on 22 August 2022.

69

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

16.  TRADE AND OTHER PAYABLES

These amounts represent liabilities for goods and services provided to the Group prior to the reporting date which remain 
unpaid. The amounts are unsecured and are usually paid within 30-45 days of recognition. Due to their short-term nature, 
the carrying amounts of trade and other payables are considered to be the same as their fair values.

Unsecured liabilities

Trade payables

Sundry creditors

Contract liabilities(a)

Accruals and other payables

(a)  These are deposits from customers for goods and services to be provided by the Group after reporting date.

17.   PROVISIONS

Current

Make good provision

Employee benefits

Non-current

Make good provision

Employee benefits

2023

$’000

5,356

59

13,011

4,296

22,722

2023

$’000

10

2,960

2,970

305

248

553

Movement in provisions

The movement in provisions during the financial year is set out in the table below:

Employee 
Benefits

$’000

3,109

99

3,208

Make  
good  
provision

$’000

359

(44)

315

Opening balance at 1 July 2022

Additional / (amount released)

Closing balance at 30 June 2023

70

2022

$’000

5,827

60

14,176

4,721

24,784

2022

$’000

-

2,884

2,884

359

225

584

Total

$’000

3,468

55

3,523

Annual Report FY23Joyce Group 
 
 
Notes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Make good provision

This provision primarily relates to assets used in KWB’s retail kitchen and wardrobe showrooms.

Provision for employee benefits

Wages and salaries and annual leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within  
12 months of the reporting date are recognised in the provision for employee benefits in respect of employee services  
up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

Long service leave

The liability for long service leave is recognised in the provision for employee benefits at a value that considers employee 
services up to the reporting date and is measured at the amounts expected to be paid when the liabilities are settled.

Significant Accounting Policy: Provisions

Provisions for legal claims and make good obligations are recognised when the Group has a present legal or constructive 
obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and 
the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are several similar obligations, the likelihood that an outflow will be required in settlement is determined by 
considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect  
to any one item included in the same class of obligations may be small.

Where appropriate, provisions are measured at the present value of management’s best estimate of the expenditure 
required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects 
current market assessments of the time value of money and the risks specific to the liability. The increase in the provision 
due to the passage of time is recognised as interest expense.

71

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

18.  ISSUED CAPITAL

Ordinary shares carry one vote per share and carry the right to dividends.

Opening share capital

Fully paid ordinary shares issued during the year

Closing share capital

Movement in ordinary shares on issue:

At 1 July 2022

Dividend reinvestment plan issues

At 30 June 2023

2023

$’000

18,705

456

19,161

2022

$’000

18,397

308

18,705

Number

$’000

28,268,604

135,013

28,403,617

18,705

456

19,161

Significant Accounting Policy: Issued capital

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net  
of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition  
of a business are not included in the cost of the acquisition as part of the purchase consideration.

If the entity reacquires its own equity instruments, e.g. as the result of a share buy-back, those instruments are deducted 
from equity and the associated shares are cancelled. No gain or loss is recognised in the Consolidated Statement of Profit 
or Loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised 
directly in equity.

72

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

19.   EARNINGS PER SHARE

Basic and diluted earnings per share are calculated based on a weighted average of any shares issued during the  
financial year.

The following reflects the earnings and share numbers used in the basic and diluted earnings per share computations:

Basic earnings per share:

Net profit attributable to ordinary Joyce shareholders 

$000

7,934

9,086

Weighted average number of ordinary shares

Number

28,334,563

28,223,782

Earnings per share

Cents per share

28.00

32.19

2023

2022

Diluted earnings per share:

Net profit attributable to ordinary Joyce shareholders 

Weighted average number of ordinary shares(a)(b)

$000

Number

7,934

9,086

28,678,926

28,224,686

Earnings per share

Cents per share

27.66

32.19

(a)  The ‘FY20 and FY21 Performance Rights’, plus FY22 STI Rights have been included in the denominator of the diluted shares.
 The ‘FY22 and FY23 Performance Rights’ have not been included in the denominator of the diluted shares as the quantum  
(b) 
of these rights that will vest will only be determinable at a future date.

The Company has established a dividend reinvestment plan under which holders of ordinary shares can elect to have  
all or part of their dividend entitlements satisfied by the issue of new ordinary shares rather than being paid in cash.

73

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

20.  SHARE-BASED PAYMENTS

A total share-based payments expense of $1,295,630 was recognised in the year (FY22: $1,034,776).

(a) Key Management Personnel performance rights

The offer of performance rights is designed to provide long-term incentives for Key Management Personnel to deliver 
long-term shareholder returns. The performance rights are issued under the Joyce Corporation Ltd Rights Plan with eligible 
participants being granted performance rights which only vest if certain performance targets are met.

Details of the performance rights on issue are summarised below.

FY20 Rights - vested

Beneficiary

John Bourke

Chris Palin

Gavin Culmsee

Number of rights granted

141,677

112,065

76,387

Fair Value per right 
(JYC share price on grant date)

Total fair value

Commencement date

Expected vesting date

Vesting conditions

$2.67

$2.67

$1.55

$378,278

$299,214

$118,400

1 July 2019

1 July 2019

1 July 2019

30 June 2022   
(3 years)

30 June 2022   
(3 years)

30 June 2022   
(3 years)

Profit metric 
of KWB EBIT 
cumulative over  
3 years(a)

Profit metric 
of KWB EBIT 
cumulative over  
3 years(a)

Profit metric of 
Bedshed EBIT 
cumulative over  
3 years(a)

No. of rights expected to vest

141,677

112,065

76,387

(a)    The ‘FY20 performance rights’ vesting period ended on 30 June 2022, and the rights have fully vested. The related shares are issuable  

to Key Management Personnel.

74

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

FY21 Rights

Beneficiary

Daniel Madden

John Bourke

Chris Palin

Gavin Culmsee

Number of rights granted

127,002

208,448

164,879

140,484

Fair Value per right 
(JYC share price on grant date)

$1.64

$2.67(c)

$2.67(c)

$1.11

Total fair value

$208,283

$556,556

$440,227

$155,937

Commencement date

1 December 2020(b)

1 July 2020

1 July 2020

1 July 2020

Expected vesting date

Vesting conditions

30 June 2023  
(3 years)

30 June 2023  
(3 years)

30 June 2023  
(3 years)

30 June 2023  
(3 years)

Profit metric 
of Group EBIT 
cumulative over  
3 years(a)

Profit metric 
of KWB EBIT 
cumulative over  
3 years(a)

Profit metric 
of KWB EBIT 
cumulative over  
3 years(a)

Profit metric of 
Bedshed EBIT 
cumulative over  
3 years(a)

No. of rights expected to vest

127,002

208,448

164,879

140,484

(a)    The FY21 performance rights’ vesting period ended on 30 June 2023, with expectations that these rights will fully vest. This will be confirmed and the 

corresponding share issue ratified at the next meeting of the Remuneration Committee.

(b)    Daniel Madden’s contract of employment commenced on 1 December 2020 and as a result for the year 30 June 2021 only a prorated expense was 

recognised.

(c)    The formal grant date of the ‘FY21 performance rights’ to John Bourke and Chris Palin was determined post the 30 June 2021 year end and under the 
requirements of the Australian Accounting Standards, the associated accounting expense is based on the underlying share price at formal grant date.

FY22 Market based rights

Beneficiary

Daniel Madden Gavin Culmsee

Tim Allison

John Bourke

Chris Palin

Maximum number of rights granted

39,613

14,521

12,413

20,664

14,089

Vesting conditions

Fair value model inputs

Grant date

Expected life

Share price on grant date 

Expected volatility (%)

Risk-free interest rate (%)

Model used

TSR 
metric(a)

TSR 
metric(a)

TSR 
metric(a)

TSR 
metric(a)

TSR 
metric(a)

30 December 2021

3 years

$3.33

50%

0.925%

Monte Carlo 

(a)    The probability of the performance rights vesting has already been taken into account in the initial valuation of the rights. Therefore the expense 

recognised in respect of the market-based performance rights is based on the extent to which the vesting period has expired, within the three years 
commencing 1 July 2021 and ending 30 June 2024. The TSR metric for maximum number of rights granted is a compound annual growth rate of 20%  
over a three year period from the 30 day VWAP on 1 July 2021.

75

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

FY22 Non-market based rights

Beneficiary

Daniel Madden Gavin Culmsee

Tim Allison

John Bourke

Chris Palin

Maximum number  
of rights granted

Vesting conditions

Number of rights  
expected to vest

Fair value model inputs

Grant date

Expected life

Share price on grant date 

Expected volatility (%)

Risk-free interest rate (%)

Model used

92,430

58,086

49,652

82,655

56,356

JYC ROE 
metric(a)

Bedshed EBIT 
metric(a)

JYC ROE 
metric(a)

KWB EBIT 
metric(a)

KWB EBIT 
metric(a)

23,107 -  
69,323

14,522 -  
43,565

12,413 -  
37,239

20,664 -  
61,991

14,089 -  
42,267

30 December 2021

3 years

$3.33

50%

0.925%

Black-Scholes

(a) 

  The expense recognised in respect of the performance rights is based on the Board’s assessment of the probability that certain milestone Return on 
Equity (ROE) or Divisional Earnings Before Interest and Tax (EBIT) metrics will be achieved, measured cumulatively over the three-year period commencing 
1 July 2021 and ending 30 June 2024. There are three milestones: “threshold”; “target”; and “stretch and above”. Meeting these milestones results in, 
respectively, 25%, an additional 25%, and the final 50% of the rights vesting into ordinary shares.

FY23 Market based rights

Beneficiary

Daniel Madden Gavin Culmsee

Tim Allison

John Bourke James Versace

Luke Clarke

Maximum number  
of rights granted

51,386

17,944

15,226

22,986

14,749

3,687

Vesting conditions

TSR   
 metric(a)

TSR   
 metric(a)

TSR   
 metric(a)

TSR   
 metric(a)

TSR   
 metric(a)

TSR   
 metric(a)

Fair value model inputs

Grant date

Expected life

Share price on grant date 

Dividend yield (%)

Expected volatility (%)

Risk-free interest rate (%)

Model used

13 December 2022

3 years

$3.57

6.00%

45%

3.115%

Monte Carlo 

(a)    The probability of the performance rights vesting has already been taken into account in the initial valuation of the rights. Therefore the expense 

recognised in respect of the market-based performance rights is based on the extent to which the vesting period has expired, within the three years 
commencing 1 July 2022 and ending 30 June 2025. The TSR metric for maximum number of rights granted is a compound annual growth rate of 20%  
over a three year period from the 30 day VWAP on 1 July 2022.

76

Annual Report FY23Joyce Group 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements

Year Ended  
30 June 2023

FY23 Non-market based rights

Beneficiary

Daniel Madden Gavin Culmsee

Tim Allison

John Bourke James Versace

Luke Clarke

Maximum number  
of rights granted

119,902

71,778

60,902

91,944

58,994

14,749

Vesting conditions

JYC ROE   
 metric(a)

JYC ROE   
 metric(a)

JYC ROE   
 metric(a)

KWB NPAT   
 metric(a)

KWB NPAT   
 metric(a)

Bedshed NPAT   
 metric(a)

Number of rights  
expected to vest

29,976 -  
89,927

17,945 -  
53,834

15,226 -  
45,677

22,986 - 
68,958

14,749 -  
44,246

3,687 -  
11,062

Fair value model inputs

Grant date

Expected life

Share price on grant date 

Dividend yield (%)

Expected volatility (%)

Risk-free interest rate (%)

Model used

13 December 2022

3 years

$3.57

6.00%

45%

3.115%

Black-Scholes 

(a)    The expense recognised in respect of the performance rights is based on the Board’s assessment of the probability that certain milestone Return on 

Equity (ROE) or Divisional Net Profit After Tax (NPAT) metrics will be achieved, measured cumulatively over the three-year period commencing 1 July 2022 
and ending 30 June 2025. There are three milestones: “threshold”; “target”; and “stretch and above”. Meeting these milestones results in, respectively, 25%, 
an additional 25%, and the final 50% of the rights vesting into ordinary shares.

Key Management Personnel short term incentive scheme – related rights

The short term incentive (STI) scheme offered to the Executive relating to the 12 months to 30 June 2022, and the  
12 months to 30 June 2023, contains a clause that allows potential restricted right share-based payments to be made  
to participants, to the extent that they achieve above target milestones. The below restricted right shares are issuable  
to Key Management Personnel in line with the FY22 STI scheme. The FY23 scheme will be assessed at the next meeting  
of the Remuneration Committee.

Short Term Incentive 

Beneficiary

Daniel Madden

Gavin Culmsee

Tim Allison

Maximum number of rights granted

3,845

10,270

2,447

Performance conditions

Achievement of >100% 
Group EBIT metric

Achievement of >100% 
Bedshed EBIT metric

Achievement of >100% 
Group EBIT metric

77

Annual Report FY23Joyce Group 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Significant Accounting Policy: Share-based payments

Schemes in place can only be equity-settled and are accounted for accordingly. The cost of equity-settled transactions  
with employees is measured using their fair value at the date which they were granted. In initially determining the fair value, 
no account is taken of any performance conditions.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in 
which any performance conditions are met, ending on the date on which the employee becomes fully entitled to the award 
(vesting date). The cumulative expense recognised for these transactions at each reporting date reflects the extent to 
which the vesting period has expired and the proportion of the awards that are expected to ultimately vest.

No expense is recognised for awards that do not ultimately vest due to a performance condition not being met.

Critical Accounting Estimates and Judgements: Share-based payments

The Group initially measures the cost of equity-settled transactions with employees by reference to the fair value of the 
equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires 
determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant.

This estimate also requires determination of the most appropriate inputs to the valuation model as well as an assessment 
of the probability of achieving non-market based vesting conditions. The probability of achieving non-market based vesting 
conditions of performance options is assessed at each reporting period.

78

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

21.   DIVIDENDS

Dividends declared or paid during the financial year are as follows:

Ordinary shares:

FY21 final fully franked dividend of 10.0 cents per share

FY22 interim fully franked dividend of 7.5 cents per share

FY22 final fully franked dividend of 10.5 cents per share

FY23 interim fully franked dividend of 8.0 cents per share

2023

$’000

2022

$’000

-

-

2,968

2,267

5,235

Franking account balance

The amount of franking credits available for subsequent financial years from continued operations are:

Franking credits available for  
subsequent financial years at 30%

Consolidated

Parent entity

2023

$000

9,921

2022

$000

8,955

2023

$000

7,628

2,817

2,117

-

-

4,934

2022

$000

4,079

79

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

22.  REVENUE, INCOME AND EXPENSES

(a) Revenue

Revenue from contracts with customers

Sale of goods

Franchise revenue

Other revenue

Rental revenue

Freight recovered

Gain on lease modification

Other revenue

Disaggregation of revenue

2023

$’000

139,066

5,635

144,701

616

320

13

1,558

2,507

2022

$’000

123,671

5,345

129,016

681

316

-

1,117

2,114

Management review the business at the level of disaggregation shown as per Note 4. The disaggregation of revenue 
follows the operating segments identified, being revenue from the following activities and arrangements:
–  Retail kitchen and wardrobe showrooms and retail bedding stores, revenue is earnt at the point of product delivery; and
 Franchising, the majority of revenue is earnt through payments made by the franchisees for the services Bedshed 
– 
provide in connection with the franchise.

In understanding the segments, the organisation rarely considers the geographic location of the customer as being the 
driver to an increased understanding.

80

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

The following table lays out the facts and circumstances that pertain to the Group’s contracts with customers and depicts 
how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. 

Operating  
segment / Factor

Retail kitchen and  
wardrobe showrooms

Retail bedding  
– franchise operation

Retail bedding stores  
– company-owned

Nature of the revenue

 Sale of goods

Franchise revenue

Sale of goods

Market

Economic drivers  
of revenue

“Do It For Me”  
renovations

Franchising in  
specialty retail

Specialty retail

Consumer confidence;

Growth in disposable  
income; and

Spend on renovations

Consumer confidence;  
and

Consumer confidence;  
and

Growth in disposable  
income

Growth in disposable  
income

Contractual  
arrangements

Standard form  
contract

Standard form  
contract

Standard form  
contract

Specific revenue  
recognition criteria

Recognition at the  
point of product delivery

Recognition based on 
business written sales  
from franchised stores

Recognition at the  
point of product delivery

Contractual assets  
or liabilities

Bank guarantees,

Nil

Customer deposits

Bank guarantees,

Customer deposits

81

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

(b) Expenses

Cost of sales

Cost of goods

Total cost of sales

Other selling costs

Freight

Wages - commissions

Warranty costs

Total other selling costs

Employment expenses

Superannuation contributions

Payroll tax

Wages and other employee benefits

Share-based payments (Note 20)

Total employment expenses

Net interest income / (expense)

Interest income

Interest expense on lease liabilities

Net interest expense

Depreciation and amortisation

Depreciation – property, plant & equipment

Amortisation – right-of-use asset

Amortisation – software

Total depreciation and amortisation

Administration expenses

IT, communications and network costs

Consultancy fees

Travel expenses

Insurance

Accounting and audit fees

Legal fees

Business establishment costs

Other administration expenses

Expected credit loss (Note 10)

Total administration expenses

Lease payments and other expenses included in the Consolidated Statement of Profit or Loss:

Lease payments

82

2023

$’000

(67,616)

(67,616)

(499)

(8,609)

(1,784)

(10,892)

(2,797)

(1,599)

(22,095)

(1,296)

(27,787)

603

(773)

(170)

(1,691)

(5,173)

(105)

(6,969)

2022

$’000

(61,178)

(61,178)

(397)

(7,771)

(1,909)

(10,077)

(2,276)

(1,368)

(20,523)

(1,035)

(25,202)

36

(489)

(453)

(1,338)

(4,107)

(60)

(5,505)

(1,835)

(1,495)

(389)

(932)

(430)

(379)

(168)

-

(889)

11

(5,011)

(328)

(331)

(340)

(315)

(129)

(448)

(1,632)

(2)

(5,020)

2023

$’000

2022

$’000

(6,071)

(4,465)

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Significant Accounting Policy: Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not 
recoverable from the relevant taxation authority. In this case, it is recognised as part of the cost of acquisition of the asset 
or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The 
Consolidated Statement of Cash Flows includes cash flows on a gross basis.

The net amount of GST recoverable from, or payable to, the relevant taxation authority is included with other receivables or 
payables in the Consolidated Statement of Financial Position.

23.  INCOME TAX

The major components of income tax expense for the financial year ended 30 June are:

Current income tax

Current income tax expense

(Over) / under provision in respect of prior years

Deferred income tax

Relating to origination and reversal of temporary differences

Under provision in respect of prior years

Income tax expense recognised in profit or loss

2023

$’000

10,200

8

(2,625)

42

7,625

2022

$’000

6,382

-

2,195

63

8,640

83

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

A reconciliation of income tax expense applicable to accounting profit before income tax at the statutory income  
tax rate to income tax expense at the Group’s effective income tax rate for the financial years ended 30 June 2023  
and 30 June 2022 is as follows:

Profit before income tax

2023

$’000

2022

$’000

24,003

26,250

Income tax expense calculated at the statutory income tax rate of 30% (2022: 30%)

7,201

7,875

Tax effect of amounts which are non-deductible (taxable) in calculating taxable income:

Entertainment

Share-based payments

Other items not allowed / (not assessable) for income tax purposes

Deferred tax assets not brought into account

Over provision in respect of prior years

Other permanent differences

Income tax expense recognised in profit or loss

Effective income tax rate

Significant Accounting Policy: Tax consolidation

37

389

-

(52)

50

-

7,625

32%

19

310

-

340

63

33

8,640

33%

Joyce Corporation Ltd and its 100%-Australian-owned subsidiaries are a tax group. KWB entities are held within two tax 
groups. Members of the Group have not yet entered into any formal tax sharing or tax funding arrangements. At the reporting 
date, the possibility that the head tax group entities will default on their tax payment obligations is deemed remote.

Significant Accounting Policy: Measurement method adopted under UIG 1052 Tax Consolidation Accounting

Each tax group continues to account for their own current and deferred tax amounts. The current and deferred tax amounts 
are measured in a systematic manner that is consistent with the broad principles in AASB 112 Income Taxes.

In addition to its own current and deferred tax amounts, the head entity also recognises 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 
tax group.

Significant Accounting Policy: Tax consolidation contributions / (distributions)

The Group has recognised no consolidation contribution or distribution adjustments.

84

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

The major components of deferred income tax at 30 June 2023 are as follows:

Deferred tax liabilities

Property, plant and equipment

Investment property / asset held for sale

Trade and other receivables

Fair value gains on other intangible assets

Right-of-use asset

Deferred tax assets

Property, plant and equipment

Trade and other payables

Other employer obligations

Provisions

Provisions – non-current

Lease liabilities

Tax losses

Other

Opening  
balance  
1 July 2022

Recognised in 
statement of 
profit or loss

Closing  
balance  
30 June 2023

$’000

$’000

$’000

-

2,304

16

260

4,180

6,760

63

257

935

281

-

4,600

-

11

6,147

418

(2,304)

-

(87)

1,155

(818)

(63)

133

(44)

(114)

166

1,116

576

(5)

1,765

418

-

16

173

5,335

5,942

-

390

891

167

166

5,716

576

6

7,912

The major components of deferred income tax at 30 June 2022 are as follows:

Deferred tax liabilities

Investment property

Trade and other receivables

Fair value gains on other intangible assets

Right-of-use asset

Deferred tax assets

Property, plant and equipment

Trade and other payables

Other employer obligations

Provisions

Lease liabilities

Other

Opening  
balance  
1 July 2021

Recognised in 
statement of 
profit or loss

Closing  
balance  
30 June 2022

$’000

$’000

$’000

363

5

260

3,736

4,364

708

187

814

147

4,129

20

6,005

1,941

11

-

444

2,396

(645)

70

121

134

471

(9)

142

2,304

16

260

4,180

6,760

63

257

935

281

4,600

11

6,147

85

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Significant Accounting Policy: Deferred tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on 
the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to 
temporary differences and to unused tax losses.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of 
assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is 
not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination 
that at the time of the transaction affects neither accounting, nor taxable profit or loss. Deferred income tax is determined 
using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply 
when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that 
future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases 
of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary 
differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities 
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset 
where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset 
and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

86

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

24.  RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

Right-of-use assets relates to the following:

Year ended 30 June 2023

At 1 July 2022, net of accumulated amortisation

Additions(a)

Amortisation charge for the year

Modification to lease terms

Variable lease payment adjustments

At 30 June 2023, net of accumulated amortisation

Property  
and  
buildings

$’000

Plant  
and  
equipment

$’000

13,933

7,336

(5,173)

2,187

(493)

17,790

-

-

-

-

-

Total

$’000

13,933

7,336

(5,173)

2,187

(493)

17,790

(a) 

 On 22 August 2022, the Company announced that its 51% subsidiary, KWB, had agreed to the sale and leaseback of its corporate office and warehouse 
factory facility in Lytton, Queensland. Refer to Note 30 for further details.

 The transaction settled on 19 September 2022. In connection with the sale, KWB has entered into arrangements with the Purchaser for a 10 year lease 
(with two further 10 year options) for the continued use of the office space and the warehouse and factory space within the Property. This has resulted in 
derecognition of the asset held for sale and an increase in right-of-use assets of $6.3 million and lease liability of $6.3 million during the period. The right-
of-use asset is depreciated over 10 years on a straight line basis. The lease liability of $6.3 million is measured at the present value of the lease payments 
that are not paid at the commencement date, discounted by using the incremental borrowing rate. At June 2023, the lease liability has reduced to $5.9 
million. The reduction reflected the principal portion of the lease repayments.

 Under an existing lease agreement, a long term supplier to KWB will lease a portion of the Property from KWB, continuing as a tenant under a sub-lease 
on the same commercial terms as the existing lease arrangement. The sub-lease has been treated as an operating lease for accounting purposes.

Year ended 30 June 2022

At 1 July 2021, net of accumulated amortisation

Additions(a)(b)

Amortisation charge for the year

Variable lease payment adjustments

At 30 June 2022, net of accumulated amortisation

Property  
and  
buildings

$’000

Plant  
and  
equipment

$’000

12,454

5,506

(4,107)

80

13,933

-

-

-

-

-

Total

$’000

12,454

5,506

(4,107)

80

13,933

(a) 

 In December 2021, the Company entered into a sale and leaseback agreement with Pollutri Nominees Pty Ltd ACN 651 818 058 as trustee for The Stanja 
Trust (Purchaser), for its corporate office and warehouse facility in Osborne Park, Western Australia. The Group determined that the transaction satisfied 
the requirements of AASB15 to be accounted for as a disposal/sale transaction.

 In connection with the sale, the Company has also entered into arrangements with the Purchaser to retain tenancy of the office space and 1 of 3 
warehouses, both areas the Group currently occupies. The lease commenced in February 2022, with an initial term of five years (with two further five-year 
options). According to the new lease arrangement, the Group has recognised a right-of-use asset value of $0.9 million an accordingly a lease liability of 
$0.9 million. The right-of-use asset is depreciated over 5 years on a straight line basis. The lease liability of $0.9 million is measured at the present value of 
the lease payments that are not paid at the commencement date, discounted by using the incremental borrowing rate. At June 2022, the lease liability has 
reduced to $0.8 million. The reduction reflected the principal portion of the lease repayments.

(b) 

 In June 2022, the Company entered a new lease arrangement for an eight-year lease (with a further five-year option) of a larger warehouse and office 
facility in Osborne Park, Western Australia. According to the new lease arrangement, the Group has recognised a right-of-use asset value of $2.75 million 
an accordingly a lease liability of $2.75 million. The right-of-use asset is depreciated over 8 years on a straight line basis. The lease liability of $2.75 million  
is measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the incremental borrowing 
rate. At June 2022, the lease liability has reduced to $2.73 million. The reduction reflected the principal portion of the lease repayment. 

87

Annual Report FY23Joyce Group 
 
 
 
 
 
 
Notes to the Consolidated Financial Statements

Year Ended  
30 June 2023

The following amounts relating to leased assets have been included as income or expense in the Consolidated Statement 
of Profit or Loss and Other Comprehensive Income during the year:

Rental income (included in Other Income)

Gain on lease modification (included in Other Income)

Interest expense (included in Net Interest Expense)

Expense relating to short term leases (included in Occupancy Expense)

Expense relating to leases of low value assets that are not short-term leases  
(included in Administration expenses)

Lease liabilities relates to the following:

Current

Lease liabilities

Non-current

Lease liabilities

2023

$’000

2022

$’000

616

13

773

105

4

681

-

489

176

3

2023

$’000

2022

$’000

5,426

4,890

13,629

10,443

Critical Accounting Estimates and Judgements: Leases

Use of estimates and judgements

Under an existing lease agreement, a long term supplier to KWB will lease a portion of its corporate office and warehouse 
factory facility in Lytton, Queensland, continuing as a tenant under a sub-lease on the same commercial terms as the 
existing lease arrangement. The Group has considered the substance of the sub-lease transaction and applied judgement 
in determining the sublease to be accounted for as an operating lease in accordance with AASB 16.

Determining the incremental borrowing rate

Where the interest rate implicit in a lease is not known, the Group is required to determine the incremental borrowing rate, 
being the rate of interest the Group would have to pay to borrow a similar amount, over a similar term, with similar security 
to obtain an asset of similar value in a similar economic environment. As this information may not be readily available, the 
Group is required to estimate its incremental borrowing rate, using such information as is available and adjusting reflect the 
particular circumstances of each lease.

Determining the lease term

The Group has in place a number of property leases with terms that can be renewed for an additional term, equal to the 
period of the original lease. In determining the lease term, the Group is required to determine: 
– 

 Whether there is an actual or implied extension or renewal option. An implied extension or renewal option will exist if 
both the lessee and lessor would incur a more than insignificant penalty if the lease were not extended or renewed; and
 Whether the Group is reasonably certain to exercise any actual or implied extension options considering all facts and 
circumstances relating to the lease.

– 

Low value leases

The Group has elected to apply the low value exemption for a lease on office equipment.

88

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Critical Accounting Estimates and Judgements: Nature of leasing activities

As a lessee

The Group leases a number of properties. The lease contracts provide for payments to increase each year by a fixed 
percentage, to increase each year by inflation, to be reset periodically to market rental rates, or to remain fixed over the 
lease term.

25.  CAPITAL AND LEASING COMMITMENTS

The following changes to commitments have occurred during the financial year.

Retail Kitchen Showrooms segment:
–  The renewal of 3 leases for existing showrooms.
–  Windsor showroom lease terminated on 31 May 2023.

Joyce parent entity:
–  Assignment of Howe St warehouse and office lease.

There were no significant changes to capital and leasing commitments in the Retail Bedding Stores segment.

89

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

26.  RELATED PARTY DISCLOSURES

Ultimate controlling entity

The ultimate controlling entity of the Group is Joyce Corporation Ltd.

Shares held by Joyce Corporation Ltd

The consolidated financial statements include the financial statements of Joyce Corporation Ltd and the subsidiaries listed 
in the following table.

Joyce International Pty Ltd

Joyce Consolidated Holdings Pty Ltd

Joyce Investments - 1 Pty Ltd

Joyce Investments 2 Pty Ltd

Joyce Investments 3 Pty Ltd

Joyce Investments 4 Pty Ltd

Sierra Bedding Pty Ltd

Bedshed Franchising Pty Ltd

KWB Group Pty Ltd

KWB Property Holdings Pty Ltd

Trade Street Lease Pty Ltd

Brisbane Investment Holdings Pty Ltd

Kitchen Connection Services (QLD) Pty Ltd

Kitchen Connection Services (NSW) Pty Ltd

Wallspan Services Pty Ltd Pty Ltd

Country of 
incorporation

% Equity  
interest

2023

2022

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

100

100

100

100

100

100

100

100

51

51

51

51

51

51

51

100

100

100

100

100

100

100

100

51

51

51

51

51

51

51

Critical Accounting Estimates and Judgements: Determining control of subsidiaries (AASB 10)

In determining whether the Company has control over subsidiaries that are not wholly owned, judgement is applied to 
assess the ability of the Company to control the day-to-day activities of the partly-owned subsidiary and its economic 
outcomes. In exercising judgement, the commercial and legal relationships that the Company has with other owners 
of partly owned subsidiaries are taken into consideration. Changes in agreements with other owners of partly owned 
subsidiaries could result in a loss of control and subsequently de-consolidation.

Upon acquisition of partly-owned subsidiaries by the Company, judgement is exercised concerning the value of net assets 
acquired on the date of acquisition. The non-controlling interest’s share of net assets acquired, fair value of consideration 
transferred and subsequent period movements in value thereof, are disclosed as outside equity interest.

90

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

(a) Related Party Transactions

Transactions between related parties are on normal commercial terms and conditions no more favourable than those 
available to other parties unless otherwise stated.

During the year ended 30 June 2023, the following changes in related party relationships occurred within the Group:

Nicholas Palmer

Timothy Hantke

Chris Palin

Appointed as Non-Executive Director 1 September 2022

Resigned as Non-Executive Director 30 June 2023

Resigned as Finance Director as at 30 June 2022 and commenced  
as Non-Executive Director of KWB Group as at 1 July 2022

During the financial year, the entities of the Group entered into the following transactions with related parties:

Key Management Personnel compensation

Fixed remuneration employee benefits

Variable remuneration employee benefits

Post-employment benefits

Share-based payments 

2023

$’000

2022

$’000

2,378,393

2,309,231

512,520

213,157

1,286,090

4,390,160

512,337

202,914

1,034,776

4,059,258

Other transactions

There are no other related party transactions during the financial year.

(b) Non-controlling interest

The effect on the equity attributable to the owners of Joyce Corporation Ltd during the year is as follows:

Carrying amount of non-controlling interests acquired

Profits attributable to non-controlling interests

Dividends paid to non-controlling interest

Closing carrying amount of non-controlling interest

2023

$’000

6,961

8,443

(10,611)

4,793

2022

$’000

3,607

8,524

(5,170)

6,961

91

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material  
to the Group. The amounts disclosed for each subsidiary are before inter-group eliminations.

Statement of financial position

KWB Consolidated Group

Current assets

Current liabilities

Current net assets

Non-current assets

Non-current liabilities

Non-current net assets

Net assets

Accumulated NCI

2023

$’000

31,604

(28,354)

3,250

18,704

(12,172)

6,532

2022

$’000

37,678

(25,847)

11,831

14,276

(11,900)

2,376

9,782

14,207

4,793

6,961

Statement of financial performance

KWB Consolidated Group

Revenue

Profit / (loss) for the year

Total comprehensive income

Profit allocated to NCI

Dividends paid to NCI

2023

$’000

123,387

17,231

17,231

2022

$’000

107,957

17,396

17,396

8,443

8,524

(10,611)

(5,170)

Statement of cash flow

KWB Consolidated Group

Cash flow from operating activities

Cash flow from / (used in) investing activities

Cash flow (used in) financing activities

Net increase / (decrease) in cash and cash equivalents

2023

$’000

21,166

14,601

(26,024)

9,743

2022

$’000

21,669

(1,162)

(13,814)

6,693

92

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

27.  PARENT ENTITY DISCLOSURES

(a) Financial position - as at 30 June

Assets

Current assets

Non-current assets

Total assets

Liabilities

Current liabilities

Non-current liabilities

Total liabilities

Net assets

Equity

Issued capital

Share-based payments reserve

Retained earnings

Net equity

(b) Financial performance - for the year ended 30 June

Profit for the year

Total comprehensive profit

2023

$’000

12,390

18,671

31,061

828

2,131

2,959

2022

$’000

933

27,680

28,613

1,545

4,094

5,639

28,102

22,974

19,161

3,072

5,869

28,102

2023

$’000

8,614

8,614

18,705

1,777

2,492

22,974

2022

$’000

3,229

3,229

i.  Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

No such guarantees existed as at 30 June 2023 (2022: $nil).

ii.  Contingent liabilities of the parent entity

No contingent liabilities existed within the parent entity as at 30 June 2023 (2022: $nil).

iii.  Commitments for the acquisition of property plant and equipment by the parent entity

No commitments existed for the acquisition of property plant and equipment by the parent entity as at 30 June 2023  
(2022: $nil).

93

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

28.  AUDITOR’S REMUNERATION

Audit or review of the financial statements:

Group

Total audit or review of the financial statements

Non-audit services:

Taxation services

Total non-audit services

Total services provided by BDO

29.  CASH FLOW STATEMENT RECONCILIATIONS

2023

$’000

2022

$’000

127,500

127,500

121,343

121,343

248,843

120,900

120,900

118,070

118,070

238,970

Reconciliation of non-cash investing and financing activities

Non-cash investing and financing activities disclosed in other notes are:
–  Acquisition of right-of-use assets, refer to Note 24.
–  Dividends satisfied by the issue of shares under the dividend reinvestment plan, refer to Note 18.

Reconciliation of net debt

Cash and cash equivalents

Net debt

Cash and liquid investments

Net debt

Reconciliation of net cash flow to movement in net debt:

Net debt at beginning of year

Increase in cash

Net repayment of / (increase) in long-term loans

Movements in net debt

Net debt at end of year

94

2023

$’000

46,079

46,079

46,079

46,079

2022

$’000

31,933

31,933

31,933

31,933

31,933

19,881

14,146

-

14,146

12,052

-

12,052

46,079

31,933

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

Reconciliation of lease liability

Lease liability payable within one year

Lease liability payable after one year

Total lease liabilities

Reconciliation of net cash flow to movement in lease liability:

Lease liability at beginning of year

Lease payments in cash 

Interest 

Lease additions

Variable lease payment adjustments and modifications to leases

Movements in lease liabilities

2023

$’000

5,426

13,629

19,055

2022

$’000

4,890

10,443

15,333

15,333

13,762

(6,072)

(4,465)

773

7,336

1,685

3,722

489

5,479

68

1,571

Lease liabilities at end of year

19,055

15,333

Reconciliation of net profit / (loss) after tax to the net cash flows from operating activities

Net profit after taxation

Adjustments for:

Depreciation and amortisation

Issue of shares

Share-based payments

Non-cash finance costs

Fair value gain on investment property revaluation

Net loss / (gain) on sale of non-current assets

Changes in assets and liabilities:

Decrease / (increase) in inventories

Decrease / (increase) in trade and other receivables

(Increase) / decrease in other assets

(Increase) / decrease in net deferred tax assets and liabilities

(Decrease) / increase in trade and other payables

Increase / (decrease) in provisions

2023

$’000

16,377

6,969

-

1,295

773

-

280

595

787

(434)

(2,583)

(2,117)

3,008

2022

$’000

17,610

5,505

-

1,035

489

(6,377)

49

42

(1,614)

(636)

2,254

5,001

(920)

Net cash flows from operating activities

24,950

22,438

95

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

30.  ASSETS HELD FOR SALE

On 22 August 2022, the Company announced that its 51% subsidiary, KWB, had agreed to the sale and leaseback  
of its corporate office and warehouse factory facility in Lytton, Queensland. Refer to Note 15 for further details.

The offer was valued at $16 million (before costs) and is aligned with the strategic direction of the Group as it continues to 
apply disciplined capital management and build a solid platform from which to drive its growth ambitions further.

The carrying value of the underlying asset ($16 million) was reclassified from investment property (non-current asset)  
to assets held for sale (current asset) as at 30 June 2022.

The transaction settled on 19 September 2022. In connection with the sale, KWB has entered into arrangements with the 
Purchaser for a 10 year lease (with two further 10 year options) for the continued use of the office space and the warehouse 
and factory space within the Property. This has resulted in derecognition of the asset held for sale and an increase in right-
of-use assets and lease liabilities during the period. See note 24 for further details on leases.

Under an existing lease agreement, a long term supplier to KWB will lease a portion of the Property from KWB, continuing 
as a tenant under a sub-lease on the same commercial terms as the existing lease arrangement. The sub-lease has been 
treated as an operating lease for accounting purposes.

Significant Accounting Policy: Assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally 
through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly 
probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be 
committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the 
date of classification.

96

Annual Report FY23Joyce GroupNotes to the Consolidated Financial Statements

Year Ended  
30 June 2023

31.  NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

a.  New and amended accounting standards and interpretations adopted during the year

The accounting policies adopted are consistent with those followed in the preparation of the Group’s annual consolidated 
financial statements for the year ended 30 June 2023. All new and amended accounting standards and interpretations 
effective from 1 July 2022 were adopted by the Group with no material impact. 

b.  New and amended accounting standards and interpretations issued but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of 
the Group’s financial statements that the Group reasonably expects will have an impact on its disclosures, financial position 
or performance when applied at a future date, are disclosed below. The Group intends to adopt these new and amended 
standards and interpretations, if applicable, when they become effective. Of the other standards and interpretations that are 
issued, but not yet effective, as these are not expected to impact the Group, they have not been listed.

Amendments to IAS 1: Classification of Liabilities as Current or Non-current

AASB 2021-2: Disclosure of Accounting Policies and Definition of Accounting Estimates

AASB 2021-5: Deferred Tax related to Assets and Liabilities arising from a single transaction

97

Annual Report FY23Joyce GroupDirectors’ Declaration

Year Ended  
30 June 2023

In the Directors’ opinion:

(a)   the attached financial statements and notes thereto comply with the Corporations Act 2001, the Corporations 

Regulations 2001 and other mandatory professional reporting requirements;

(b)   the attached financial statements and notes thereto comply with the International Financial Reporting Standards  
as issued by the International Accounting Standards Board as described in Note 1 to the financial statements;

(c)   the attached financial statements and notes thereto give a true and fair view of the Group’s financial position  

as at 30 June 2023 and of its performance for the financial year ended on that date; and

(d)   there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become  

due and payable.

The Directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the Directors

J Kirkwood 
Chair 
Perth, 31 August 2023

98

Annual Report FY23Joyce GroupAuditors’ Report

Year Ended  
30 June 2023

Tel: +61 8 6382 4600 
Fax: +61 8 6382 4601 
www.bdo.com.au 

Level 9, Mia Yellagonga Tower 2  
5 Spring Street  
Perth WA 6000 
PO Box 700 West Perth WA 6872 
Australia 

INDEPENDENT AUDITOR'S REPORT 

To the members of Joyce Corporation Ltd 

Report on the Audit of the Financial Report 

Opinion  

We have audited the financial report of Joyce Corporation Ltd (the Company) and its subsidiaries (the 
Group), which comprises the consolidated statement of financial position as at 30 June 2023, the 
consolidated statement of profit or loss, consolidated statement of comprehensive income, the 
consolidated statement of changes in equity and the consolidated statement of cash flows for the year 
then ended, and notes to the financial report, 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:  

(i) 

Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its 
financial performance for the year ended on that date; and  

(ii) 

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 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 confirm that the independence declaration required by the Corporations Act 2001, which has been 
given to the directors of the Company, would be in the same terms if given to the directors as at the 
time of this auditor’s report. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 
for our opinion.  

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia 
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO 
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability 
limited by a scheme approved under Professional Standards Legislation. 

99

Annual Report FY23Joyce Group 
 
 
 
 
Auditors’ Report

Year Ended  
30 June 2023

Key audit matters 

Key audit matters are those matters that, in our professional judgement, were of most significance in 
our audit of the financial report of the current period.  These matters were addressed in the context of 
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide 
a separate opinion on these matters.  

Impairment assessment of Goodwill 

Key audit matter  

How the matter was addressed in our audit 

The Group is required under Australian Accounting 

Our procedures included, but were not limited to the 

Standard AASB 136 Impairment of Assets (“AASB 

following: 

136”), to perform an annual impairment test of the 

carrying value of goodwill. 

• 

Evaluating the Group’s determination of CGUs 

and the allocation of goodwill and other assets 

As set out in note 5 in the financial statements, the 

to the carrying value of the CGUs based on our 

Directors’ assessment of the recoverability of 

understanding of the Group’s businesses;  

goodwill using the value in use (“VIU”) methodology 

requires the exercise of significant judgement, in 

particular in estimating future growth rates, 

discount rates and the expected cash flows of cash 

generating units (“CGUs”) to which the goodwill and 

other assets have been allocated. 

• 

• 

• 

• 

• 

• 

Evaluating management’s ability to accurately 

forecast cash flows by assessing the precision of 

the prior year forecasts against actual outcomes;  

Comparing the Group’s forecast cash flows to 

board approved budget;  

Assessing management’s discount rates based on 

external data available;  

Performing sensitivity analysis on the growth and 

discount rates;  

Testing the mathematical accuracy of the 

impairment models; and  

Assessing the adequacy of the disclosures in note 

5 in the financial statements. 

100

2 

Annual Report FY23Joyce Group 
 
 
 
 
 
 
Auditors’ Report

Year Ended  
30 June 2023

Other information  

The directors are responsible for the other information.  The other information comprises the 
information in the Group’s annual report for the year ended 30 June 2023, but does not include the 
financial report and the auditor’s report thereon.  

Our opinion on the financial report does not cover the other information and we do not express any 
form of assurance conclusion thereon.  

In connection with our audit of the financial report, our responsibility is to read the other information 
and, in doing so, consider whether the other information is materially inconsistent with the financial 
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.  

If, based on the work we have performed, we conclude that there is a material misstatement of this 
other information, we are required to report that fact.  We have nothing to report in this regard.  

Responsibilities of the directors for the Financial Report  

The directors of the Company are responsible for the preparation of the financial report that gives a 
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 
and for such internal control as the directors determine is necessary to enable the preparation of the 
financial report that gives a true and fair view and is free from material misstatement, whether due to 
fraud or error. 

In preparing the financial report, the directors are responsible for assessing the ability of the group to 
continue as a going concern, disclosing, as applicable, matters related to going concern and using the 
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease 
operations, or has no realistic alternative but to do so.  

Auditor’s responsibilities for the audit of the Financial Report  

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free 
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that 
includes our opinion.  Reasonable assurance is a high level of assurance, but is not a guarantee that an 
audit conducted in accordance with the Australian Auditing Standards will always detect a material 
misstatement when it exists.  Misstatements can arise from fraud or error and are considered material 
if, individually or in the aggregate, they could reasonably be expected to influence the economic 
decisions of users taken on the basis of this financial report.  

A further description of our responsibilities for the audit of the financial report is located at the 
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: 
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf.  

This description forms part of our auditor’s report. 

3 

101

Annual Report FY23Joyce Group 
 
 
 
 
Auditors’ Report

Year Ended  
30 June 2023

Report on the Remuneration Report 

Opinion on the Remuneration Report 

We have audited the Remuneration Report included in pages 24 to 39 of the directors’ report for the 
year ended 30 June 2023. 

In our opinion, the Remuneration Report of Joyce Corporation Ltd, 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.  

BDO Audit (WA) Pty Ltd 

Phillip Murdoch 

Director 

Perth 

31 August 2023 

102

4 

Annual Report FY23Joyce GroupASX Additional Information as at 18 August 2023

Year Ended  
30 June 2023

Additional information is required by the Australian Securities Exchange Limited Listing Rules and not disclosed  
elsewhere in this report. This information is provided below.

(a) Distribution of shareholders

Category

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 - and over

Rounding

Total

Fully Paid 
Ordinary 
Shares

112,519

551,966

658,074

4,700,210

22,380,848

Holders

248

220

86

157

34

%

0.40

1.94

2.32

16.55

78.80

-0.01

745

28,403,617

100.00

There were 70 shareholders holding less than a marketable parcel of ordinary securities ($500).

(b) Substantial holders

The number of shares held or controlled at the report date by substantial shareholders were as follows:

Ordinary Shareholder

Daniel Smetana(a)

UFBA Pty Ltd

Total

Fully Paid 
Ordinary 
Shares

11,063,654

1,770,000

12,833,654

%

38.95

6.23

45.18

(a)  As at 18 August 2023 Daniel Smetana has a direct interest in 10,260,400 fully paid ordinary shares (23 August 2022: 10,260,400).

(c) Voting Rights

Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting  
or by proxy has one vote on a show of hands.

(d) On-Market Buy-Back

There is currently an on-market buy-back in effect relating to the Company’s shares.

103

Annual Report FY23Joyce Group 
 
 
 
 
 
 
 
 
 
ASX Additional Information as at 18 August 2023

Year Ended  
30 June 2023

(e) Twenty Largest Quoted Equity Security Holders

The names of the 20 largest holders of quoted equity securities per the Company’s share register are listed below:

Name

1

ADAMIC PTY LTD

2 UFBA PTY LTD

3 DANIEL SMETANA 

4 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED

5 ONE MANAGED INVT FUNDS LTD <1 A/C>

6 MR DONALD TEO

7 TRAFALGAR PLACE NOMIN PTY LTD

8 MR DAN SMETANA

9 TREASURE ISLAND HIRE BOAT COMPANY PTY LTD 

10 MR DANIEL ALEXANDER SMETANA

11 STARBALL PTY LTD

12 ANACACIA PTY LTD 

13 GLIOCAS INVESTMENTS PTY LTD 

14 MRS JUDITH ANNA SMETANA

15 VANWARD INVESTMENTS LIMITED

16 CONARD HOLDINGS PTY LTD

17 MOAT INVESTMENTS PTY LTD 

18 FELIX SMETANA

19 MARTEHOF PTY LTD 

20 MAN INVESTMENTS (NSW) PTY LTD 

Fully Paid 
Ordinary 
Shares Held

7,711,568

1,770,000

1,224,651

1,192,503

1,113,568

990,000

980,000

734,022

587,317

563,726

509,114

481,889

393,327

389,999

388,627

347,940

333,017

307,116

231,619

209,680

%

27.15

6.23

4.31

4.20

3.92

3.49

3.45

2.58

2.07

1.98

1.79

1.70

1.38

1.37

1.37

1.22

1.17

1.08

0.82

0.74

Total

Balance of register

Grand total

20,459,683

7,943,934

28,403,617

72.03

27.97

100.00

104

Annual Report FY23Joyce Group 
 
 
 
ASX Additional Information as at 18 August 2023

Year Ended  
30 June 2023

(f)  Registered Office

30-32 Guthrie Street
  Osborne Park, WA 6017
Tel: +61 8 9445 1055

(g) Share Registry

  Computershare Investor Services Pty Ltd

Level 11
172 St Georges Terrace
Perth, WA 6000
(Within Australia) 1300 850 505
(Outside Australia) +61 3 9415 4000

(h) Auditors

BDO Audit (WA) Pty Ltd
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
Tel: +61 8 6382 4600

105

Annual Report FY23Joyce Group 
 
 
 
 
 
 
 
 
 
 
 
Prosper 
in business
together.

ABN: 80 009 116 269

investors@joycegroup.com.au  

joycegroup.com.au 

+61 8 9445 1055

30-32 Guthrie Street 

Osborne Park, WA 6017 Australia