2023
ANNUAL
REPORT
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VIVA LEISURE ANNUAL REPORT 2023 OUR
MISSION
Viva Leisure’s mission is to connect as many people
as possible to a healthy lifestyle, delivering to our
members and guests an uncompromising fitness
experience via accessible, affordable and quality
facilities and services.
About this Report
This 2023 Annual Report for Viva Leisure Limited (ACN 607 079 792)
has been prepared as at 1 September 2023. Please note that terms
such as Viva Leisure, VVA and Viva Leisure Limited have the same
meaning unless the context requires otherwise.
Viva Leisure is committed to reducing the environmental footprint
associated with the production of this annual report and printed copies
are only posted to shareholders who have elected to receive a printed
copy. Shareholders can request a printed copy of the Annual Report
free of charge by emailing investor.relations@vivaleisure.com.au or by
writing to the Company Secretary, PO Box 1, Mitchell ACT 2911.
V I V A L E I S U R E A N N U A L R E P O R T 2 0 2 3
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 CONTENTS
O UR LO C ATI O NS AND B RA NDS
O UR PO RT FO LI O
2023 HIGHL IGHTS
A LET T ER FRO M T HE CHA IR
CE O ’S REPO R T
D IR ECTO R S’ REPO R T
RE M UNER ATI O N R EPO RT (AUDITE D)
AU DI TOR S IND EPEND ENCE DEC LARATION
CO RPO R ATE GOV ERNANC E STATE ME N T
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44
CO NSO LI DATED FINANCI AL STATE ME N TS
46-85
Consolidated Statement of Profit or Loss
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
SI GNED R EPO RTS
Directors’ Declaration
Independent Auditor’s Report
AD DI TI O NAL I NFO RM AT ION
FO R LI ST ED CO M PANI ES
Shareholder Information
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CO RPO R ATE D IR EC TO RY
100
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
OUR BRANDS
+ LOCATIONS
345 LOCATIONS 0WNED + FRANCHISED
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6
6
6
Viva owned corporate locations,
includes 24 corporate owned
Plus Fitness locations.
Plus Fitness Franchise locations
Q L D
34 11
NS W
45
133
AC T
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INDIA
NEW
ZEALAND
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
OUR
PORTFOLIO
Targeting all segments. As at 30 June 2023.
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88
Segment
Health Clubs
Boutique
Health Clubs
Boutique
Boutique
Boutique
Aquatics
High quality
facilities, mid
market price
point
High quality
facilities, mid
market price
point
Low cost,
low service
market
High quality
facilities, high
market price
point
Cycling
Niche Market
Medium
quality
facilities, mid
market price
point
Aquatics
$12-$27pw
$44-$56pw
$13-$19pw
$54-$76pw
$20-$27pw
$44-$55pw
Casual Entry
Target
Market
Target
Price
Point
Opened or
Aquired
Opened
Corporate
Locations
103
Franchised
Locations
Additional
Locations
Secured
7
Opened
Acquired
Opened
Opened
Acquired
Opened
27
24
3
2
10
2
167 (AU)
2 (NZ)
5 (IN)
14 Franchisee
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
2023
HIGHLIGHTS
REVENUE 55.4%
$141.2M
NETWORK MEMBERSHIPS 7.2%
343,325
OWNED LOCATIONS +20
171
ALL LOCATIONS +11
345
EBITDA* 429.2%
$29.2M
*Excludes the impacts of AASB-16.
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141.2m
90.8m
83.7m
56.8m 73.8m
47.8m
REVENUE
($m)
Full Year
H1
H2
33.1m
40.9m
17.9m
24.1m
20.7m
18.4m
35.9m
34.0m 67.4m
23.0m
EBITDA
($m)
Full Year
H1
H2
3.3m
1.8m
7.3m
6.1m
5.2m
29.2m
11.9m
15.2m
5.5m
6.3m
5.6m
9.3m
14m
-3.8m
FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023
FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023
343,325
320,161
298,376
NETWORK
MEMBERS
EBITDA MARGIN
(%)
22.0%
21.6%
20.7%
94,196
15.8%
54,039
10.0%
14.8%
14.3%
6.0%
26,754
29,124
35,631
FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023
FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
Dear Shareholders,
B OARD AND M ANAGE ME NT:
This year, the synergy between our Board and
Management has been palpable, resulting in commendable
growth for the business. The Board would like to
express its sincere appreciation for how the executive
management team has performed in FY2023. It gives me
immense pride to announce that the entire Viva Leisure
team has grown to over 1,700 employees, a testament to
our expanding operations and commitment to providing
exceptional service.
I am genuinely excited about the potential of FY2024. Our
significant technology investments, especially with the
commercialisation of The Hub and other groundbreaking
projects, promise to propel Viva Leisure to new heights.
We are on the cusp of many transformative developments,
and I am eager to see what the future holds for our
business. On a final note id like to thank our leadership
team and my fellow directors for their hard work over the
last year.
Thank you for your continued trust and support.
Warm regards,
R H Y S H O L L E R A N
Chair, Viva Leisure Limited
I am pleased to present the FY2023 Annual Report
for Viva Leisure Limited. This year has been a defining
moment in our journey, marking the first full year of
uninterrupted trading post COVID 19. I am proud to
report that the business has performed exceptionally well,
reflecting the dedication and hard work of our team.
At the very core of Viva Leisure's journey is our profound
commitment to you our shareholders. Your unwavering
support has been the bedrock upon which we've built
our successes, and FY2023 is a shining example of this
symbiotic relationship. This year, I am delighted to say that
support and belief in our mission have translated into an
exceptional end-of-year result. It's a poignant reminder
that when we come together, fuelled by shared dreams
and mutual trust, we can not only achieve, but exceed our
collective aspirations.
D IV ID ENDS
Despite the commendable achievements this year, the
decision has been made not to pay a dividend. We believe
this is in the best long-term interest of our shareholders,
as we continue to reinvest in growth opportunities. We are
confident that this strategy will bring about even greater
rewards in the future.
O PER AT ING H IGHLI GHTS
Our operating highlights for the year are a testament to
our relentless pursuit of excellence:
• Revenue saw a substantial increase of 55.4%, reaching
$141.2 million. This growth was driven primarily by
our commitment to organic growth and innovative
strategies.
• Our EBITDA (pre-AASB16) rose steeply by 429.2%,
amounting to $29.2 million. This reflects our improved
margins and the operational efficiency we have been
able to achieve.
• We are excited to announce that our Corporate
Locations expanded by 20, reaching 171 locations.
• Moreover, after significant investments in acquisitions,
greenfield sites, refurbishments, and our technology
platforms, we have maintained a robust balance sheet
with $6.8 million of cash available as of 30 June 2023.
SO C IAL AND COM M UNI TY CO M MI T M ENT:
Viva Leisure remains deeply rooted in its commitment to
fostering positive relationships within the communities
we serve. Our team has passionately fundraised for
various charities, and our expanding sponsorships and
contributions to many worthy causes are a testament
to this dedication. As we venture into new markets, our
resolve to support more local communities and make
a meaningful difference only grows stronger. We are
consistently looking for ways to make positive impacts
and uphold our reputation as a responsible and proactive
corporate citizen.
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A LETTER FROM
THE CHAIR
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 Dear valued shareholders and members of the Viva
community,
As I present to you our 5th annual report since our listing
on the ASX, I cannot help but reflect on the remarkable
journey we have traversed together. This year, for the
first time, we have witnessed a full year of uninterrupted
performance, and I'm immensely proud to report that the
business hasn’t just performed – it has shined.
The resilience and drive of our community have been
undeniably evident this year, with key milestones achieved
that showcase our unwavering commitment to health and
fitness:
• We met or exceeded the guidance issued in October
2022, despite significant economic pressures.
• Our Corporate Membership soared 14% to 181,950.
• Network membership rose by 7.2% to a commendable
343,325 members.
• There's been a significant uptick in utilization to 72.7%
(up 340 bps) at our corporate locations, indicating
strong demand and customer satisfaction.
• Our revenue increased by 55.4% to $141.2 million,
primarily due to robust organic growth.
• Our EBITDA rose by 429.2% to $29.2 million.
• NPAT (pre-AASB16) reflected a turnaround from
previous loss of $5.5 million, up a significant $14.3
million to $8.8 million profit, demonstrating our agility
and the recurring nature of our revenue streams.
• We also witnessed a 28% increase in our free cash
flow before tax between H1-FY2023 and H2-FY2023,
setting the stage for self-funded growth.
AVER AGE R EV ENUE PER M E MB E R PER WE EK
AND U TI LI SAT IO N
Our strategic focus on increasing the Average Revenue
Per Member (ARPM) per week has borne fruit, with the
ARPM growing to $15.59 ($14.59 in PCP), a significant
improvement from the previous years. We anticipate this
upward trend to continue into FY2024. Alongside this, our
utilization metric, which reflects the capacity within our
individual corporate facilities, has risen from a low during
the COVID era to a commendable 72.7% as of June 2023.
Our long-term vision remains clear: achieve a utilization
target of 75-80% for locations over 12 months old. I'm
thrilled to highlight that regions like the ACT and NSW are
already hitting these targets.
M EM B ERS HIP
Our membership growth is a testament to the trust and
value we bring to our community. With a 7.2% increase in
our network membership, we now boast a total of 343,325
members. Our corporate membership also saw a 14% rise,
reaching 181,950 members. This growth has been driven
by a balanced approach, with both new locations and
acquisitions contributing evenly.
TALE NT
As Viva expands, so does our talented team, now over
1,700 strong. We believe in placing the right people in the
right roles, ensuring agility and efficiency. Viva continues
to be the employer of choice in the industry, providing
unparalleled growth opportunities at every level. Our
commitment to gender diversity is unwavering, and I'm
proud to lead a team that's not only driven to excel but
also embodies our core values.
ACQ UI SI TI O NS
This financial year marked the acquisition of 11 new
locations, aligning with our strategy of corporatizing
suitable locations within the Plus Fitness network and
also growing the Club Lime network. Our ownership now
extends to 24 corporate Plus Fitness locations, following
our acquisition of the master franchisor rights in 2020.
GRO U NDU P PI LAT ES, B ARRE , AN D YOG A
Our third GroundUp location opened its doors this year,
operating at an impressive 100% utilization. This provides
an ideal model for Viva’s expansion. With three varied
configurations in place, we're thoroughly testing the
concept and are eager to roll out three more locations in
FY2024, including our debut location outside the ACT.
VI VA L AB S AND TE CHNO LO GY
At Viva, we're at the forefront of technological innovation.
Our in-house Viva Labs team is dedicated to offering
unparalleled membership experiences, and we're
excited about the upcoming rollout of "The Hub" and
its associated modules. As we venture into FY2024, our
commitment to technology upgrades remains strong, with
several groundbreaking initiatives on the horizon that we
expect to announce shortly.
T HE FUT URE
As we look to the horizon, my excitement for our future
is boundless. While our strategy remains rooted in proven
models, our vision extends to uncharted territories. Viva's
unique position as a multi-brand, multi-modality fitness
provider allows us to adapt to evolving member needs.
The scale we've built over the years presents us with
unprecedented opportunities, and I'm eager to lead our
team into this next chapter.
Thank you for your unwavering trust and support.
Warm regards,
H A R R Y K O N S T A N T I N O U
CEO, Viva Leisure Limited
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A REPORT FROM
THE CEO
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DIRECTOR’S
REPORT
The Directors of Viva Leisure Limited present their
report together with the financial statements of the
consolidated entity, being Viva Leisure Limited and
its controlled entities (the Group) for the financial
year ended 30 June 2023.
The following persons were Directors of Viva Leisure Limited
during or since the end of the financial year:
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RH YS HOL LER AN
Independent Chair
Appointed 20 April 2022
Independent Non-Executive Director
Member of the Audit and Risk Committee
Member of the People and Culture Committee
Appointed 30 September 2020
Qualifications
Bachelor of Economics and Member of Certified
Practising Accountants Australia
Experience
Appointed Board and Committee member on 30
September 2020.
Rhys has 30 years of executive management expertise
ranging from micro-cap to ASX 200 companies in
the media sector including as Chief Executive of two
public listed companies - RG Capital Radio Limited
(ASX:REG) and Macquarie Media Group (ASX:MMG,
now ASX:SXL)
Other Current Directorships
None
Directorships held in other listed entities during the
three years prior to the current year
None
Interest in Shares and Options
30,000 ordinary shares.
HARRY KONSTANTINOU
LOUISE BOLGER
Managing Director and Chief Executive Officer
Appointed 15 July 2015
Independent Non-Executive Director
Appointed 5 July 2021
Qualifications
BA, (University of Canberra)
Member of Australian Institute of Company Directors
Chair of the People and Culture Committee
Member of the Audit and Risk Committee
Appointed 25 October 2022
Experience
Company co-founder and Director since 2004.
Harry has over 25 years of experience developing,
managing and selling technology services business.
Harry also has over 20 years experience in health club
management.
Other Current Directorships
None
Directorships held in other listed entities during the
three years prior to the current year
None
Interest in Shares and Options
23,418,601 ordinary shares and options to acquire a
further 1,348,934 ordinary shares
Qualifications
Bachelor of Laws (Hons)
Bachelor of Arts
Bachelor of Education
Experience
Louise is an experienced telecommunications, media
and technology lawyer and company secretary
having held Director, General Counsel and Company
Secretary roles with various ASX listed companies.
Her experience as a non-executive director extends to
listed and not-for-profit organisations.
Other Current Directorships
None
Directorships held in other listed entities during the
three years prior to the current year
None
Interest in Shares and Options
14,000 ordinary shares
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
ANDREW B UR N S
KYM GALLAGHER
Company Secretary and Chief Financial Officer
Appointed 12 October 2018
Qualifications
Bachelor of Economics,
Member of Chartered Accountants ANZ
Experience
Kym has considerable experience as the CFO and
other senior management roles of numerous ASX
listed companies, commencing with RG Capital Radio
(ASX:REG) in 2000, followed by Macquarie Media
Group (ASX:MMG) in 2005 and Southern Cross Media
(ASX:SXL) in 2010
Other Current Directorships
None
Directorships held in other listed entities during the
three years prior to the current year
None
Interest in Shares and Options
175,000 ordinary shares and options to acquire a
further 401,905 ordinary shares
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Independent Non-Executive Director
Appointed 20 April 2022
Chair of Audit and Risk Committee
Member of People and Culture Committee
Qualifications
Bachelor of Commerce
Executive Masters of Business Administration
Member of Chartered Accountants ANZ
Member of the Australian Institute of Company
Directors
Experience
Andrew has over 25 years’ experience in senior
leadership roles and has significant ASX experience.
He led the listing process as a consulting CFO for
Racing and Sports Limited (ASX:RTH) and Openpay
Ltd (ASX:OPY), in 2021, and 2019 respectively ,
including multiple subsequent capital raises. Andrew
was employed the CFO for The Citadel Group Limited
(ASX:CGL) for 11 years until 2018, prior to specializing
as a Governance and Risk Management consultant.
Andrew has strong technical competencies in financial
management, accounting, risk management and
process improvement techniques with a focus in B2B
technology and businesses.
Other Current Directorships
None
Directorships held in other listed entities during the
three years prior to the current year
None
Interest in Shares and Options
67,686 ordinary shares
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
EVENTS SUBSEQUENT TO THE END OF THE
REPORTING PERI OD
or systems may adversely affect the Company’s operations,
achievement of objectives and ultimately, its financial position.
PR INC IPA L ACTIVITIES
The principal activities of the consolidated group during the
financial year were the operation of health club services. No
significant change in the nature of these activities occurred
during the year.
R EVIEW OF OPERATIONS AND FINANCIAL RES ULTS
Financial highlights for the year:
• Total revenues were $141,182,224 compared with
$90,831,726 in the financial year ended 30 June 2022;
• Profit before income tax was $5,056,794, compared to a
loss of ($17,140,726) in the financial year ended 30 June
2022;
• Net profit after tax (NPAT) from continuing operations
and attributable to members was $3,403,535 compared
with a financial year ended 30 June 2022 loss of
($12,141,191).
• Cash and cash equivalent reserves is $6,828,484, down
from $10,069,569 in the financial year ended 30 June
2022; and
• There was an increase in net assets to $90,019,734
compared to $85,809,917 in the financial year ended 30
June 2022.
Operational highlights for the financial year:
• An increase in operating locations/clubs from 151 to 171;
• Corporate member numbers increasing from 159,546 at
30 June 2022 to 181,950 at 30 June 2023;
S IG NIFICAN T CHANGES IN THE STATE OF AFFAIRS
During the year, the following significant changes occurred
within the Group:
Completed eleven separate acquisitions comprising:
•
Six Plus Fitness sites in Lakelands, Hocking, Byford,
Banksia Grove, Ellenbrook in WA and Drummoyne in NSW;
• The assets of Healthworks in Sunnybank, Qld
• The assets of Rebalance, Carina, Qld
• The assets of Stryve, Thomastown, Vic
• The assets of Vibe, Blacktown, NSW
• The assets of Powerhouse, Sunbury, Vic
No matters or circumstances have arisen since the end of the
financial year which significantly affected or may significantly
affect the operations of the consolidated group, the results
of those operations, or the state of affairs of the consolidated
group in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RE SU LTS
OF OPERATIONS
Likely developments in the operations of the consolidated
group and the expected results of those operations in future
financial years have not been included in this report as the
inclusion of such information is likely to result in unreasonable
prejudice to the consolidated group.
RISK STATEMENT
The Group is committed to the effective management of risk
to reduce uncertainty in business outcomes and to protect
and enhance shareholder value.
There are a number of risks that could have a material
financial impact on the Group; these risks and their mitigation
strategies are outlined below:
REGULATORY RISK
If there is a change in any applicable industry regulations,
franchising laws or temporary changes legislation, the Group
may be affected through additional compliance costs or the
inability to provide certain services. This could result in the
loss of revenue and customers through lower utilisation and
site shutdowns, which may adversely affect the Company’s
financial position and performance.
Mitigation Strategies
• Ensure that the Company is up to date with current
regulatory matters and decisions.
• Continuous business development and member growth to
increase member numbers and utilisation rates.
PROTECTION OF INTELLECTUAL PR OPER TY
The Group maintains many intellectual property assets and
risks associated with our IP include the risk that employees
or other third parties will breach confidentiality agreements,
infringe, or misappropriate the Company’s intellectual
property or commercially sensitive information.
Opened the following greenfield sites:
Mitigation Strategies
• Rebalance in Tuggeranong, ACT (converted from a Studio
by Club Lime)
• GroundUp in Gungahlin, ACT
• Plus Fitness in Glebe, NSW
• Ensure that contractual agreements with employees and
third parties include appropriate IP protections, including
indemnity clauses.
• Administration access limited to select employees.
• Club Lime in Bendigo, Vic; Gladesville NSW, Dickson, ACT,
and Robina, Qld
DISRUPTION RISKS
• Club lime and Hiit Republic in Springfield, Qld
Disruption risks for the Group include service outages,
inability to handle unanticipated levels of demand during peak
times or events, computer viruses, misuse by employees or
contractors, or external or malicious interventions, such as
hacking. Any disruption or failure of the Groups technology
Mitigation Strategies
• Ensure suppliers providing technology services to the
Company are reputable and have robust mitigation
strategies to manage any issues effectively.
• Continuous monitoring of traffic site, regular server testing
and upgrading to handle increasing traffic.
• Redundancies and data backup for all key technology
systems.
• 24-hour technology coverage of the website and
technology assets to ensure issues are dealt with
promptly.
PRI VACY B R EACHE S
Cyber-security incidents may compromise, or breach
technology and service platforms used by the Company
as part of its ongoing business and result in disclosure of
personal or confidential information about the Company, its
customers, employees or third parties in breach of Privacy Act
1988 (Cth) (Privacy Act) and the Australian Privacy Principles
(APPs). This could result in loss of data integrity, reputational
damage to the Company, claims from affected parties, loss of
customers, increased regulatory scrutiny or regulatory action.
Mitigation Strategies
• Application of Privacy Principles to the management of
personal data.
• Appropriate security regarding use of, and access to,
personal data in accordance with the Privacy Act.
•
IT security measures such as firewalls, alerts for
unauthorised access and encryption of data when it is
being transmitted.
D OM EST IC AND GLO B AL ECO NO M IC CO ND IT I ON S
The Group is subject to risk related to the volatility of
domestic and global economic, political, and social conditions.
The uncertainties and recent downturn of the global economy
and other macroeconomic factors, interest rate rises and
a high inflation environment, wars, geo-political instability,
supply chain interruptions, could adversely affect our
business.
D OM EST IC ECONO M IC CON DIT IO NS :
Domestic economic conditions including further interest rate
rises, inflation and increases in the cost of living may have an
impact on the Group through pressure to increase wages and
lead to reduced members of clubs.
GLO BAL E CO NO M IC CO NDITION S :
Global economic conditions may have an impact on the
Group through the sourcing of equipment and consumables in
support of the current and future operations. The impact to
the group may be through increased prices and disruptions to
supply chain.
Mitigation Strategies
•
Increased domestic global costs may be directly passed
on to the customer through periodic price increases.
• Wage growth is actively managed using appropriate
application of the Fair Work Act and a proactive talent
acquisition capability.
• Global supply chain risks are mitigated through advanced
planning for new and refurbished sites taking in to
account the potential for supply chain disruptions.
I NT ER EST RAT E RI SK
The Group is exposed to interest rate risks as outlined in
Note 32. The interest rate risk is limited to the outstanding
borrowings with variable interest rates. The groups Equipment
Lease Liabilities, which account for approximately 49% of the
Group’s external debt (excluding AASB16 lease liabilities),
have predominantly fixed payments and fixed interest rates
so there is no material underlying risk to the financials of the
business.
Mitigation Strategies
• The group continually assess the weighted average cost
of debt against the cost of capital to determine the most
appropriate use of free cashflow from operations.
D IR ECTO R S’ ME ETI NGS
The number of meetings of the Board (including meetings
of Committees of Directors) held during the year and the
number of meetings attended by each Director is as follows:
Director’s name
Board Meetings
Audit and Risk Committee
People and Culture
Committee
Harry Konstantinou
Rhys Holleran
Louise Bolger
Andrew Burns
A
12
12
12
12
B
12
12
11
12
A
2
4
2
4
B
4
4
4
4
A
1
4
4
4
B
4
4
4
4
2 4
2 5
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 Where:
• column A: is the number of meetings the Director was entitled to attend
• column B: is the number of meetings the Director attended
During the year, there were 10 scheduled Board Meetings. The additional meetings held and attended by Directors were for
special matters such as for acquisitions.
UN ISSUED SHA RES UNDER OPTION
Unissued ordinary shares of the Company under option at the date of this report are:
Date options granted
Expiry date
Exercise price of shares
($)
Number under option
12-Nov-20
28-Oct-21
24-Oct-22
16-Oct-25
16-10-24
31-Aug-25
3.34
0.00
0.00
1,213,334
412,000
613,986
2,239,320
These options were issued under the LTI Plan (described in Note 20.2 to the financial statements) and have been allotted to
individuals on conditions as follows:
• LTI Plan Options: The vesting of those options will be subject to the satisfaction of appropriate service-based conditions
and/or performance hurdles determined by the Board. Options issued under the LTI program expire on the earlier of their
expiry date or termination of the employee’s employment;
S HA RES ISSUED DURING OR SINCE THE END OF
T H E YE AR AS A RESULT OF EXERCISE OF OPTIONS
There were no issued ordinary shares as a result of the
exercise of options during the financial year.
EN VIRONMEN TAL LEGISLAT ION
The consolidated group’s operations are not subject to any
particular or significant environmental regulation under a law
of the Commonwealth or of a State or Territory in Australia.
DIV ID EN DS
There were no dividends paid or declared since the start of
the financial year (2022: nil).
where such liabilities arise out of 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 to cause detriment to the
Group.
Details of the amount of the premium paid in respect of
insurance policies are not disclosed as such disclosure is
prohibited under the terms of the contract of insurance.
The Group has not otherwise, during or since the end of
the financial year, except to the extent permitted by law,
indemnified or agreed to indemnify any current or former
officer of the Group against a liability incurred as such by
an officer. No indemnities have been given or insurance
premiums paid, during or since the end of the financial year,
for any person who is or has been an officer or auditor of the
consolidated group.
IN DEMNITIES GIVEN TO, AND INSURANCE
PR E MIUMS PAID FOR AUDITORS AND OFFICER S
Indemnity of officers
Insurance of Officers
During the year, Viva Leisure paid a premium to insure
officers of the Group. The officers of the Group covered by
the insurance policy include all Directors and Secretaries.
The liabilities insured are legal costs that may be incurred in
defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of the Group,
and any other payments arising from liabilities incurred by
the officers in connection with such proceedings, other than
The Company has entered into deeds of access, indemnity
and insurance with each Director (Director’s Protection Deed)
which confirm and extend the Director’s statutory and general
law rights of access to Board papers and the books and
records of the Company and its Subsidiaries. The Director’s
Protection Deeds provide that the Director be allowed access
to and a copy of records in certain circumstances.
AU DI TOR ’S IND EPEND ENCE DE CLA RATIO N
A copy of the auditor’s independence declaration as required
under section 307C of the Corporations Act 2001 is set out on
page 43.
This directors’ report including the Remuneration Report on
pages 28 to 41 is signed in accordance with a resolution of the
Board of Directors:
H A R R Y K O N S T A N T I N O U
D i r e c t o r
Dated this
10th day of August 2023.
the Company and its Subsidiaries against any liability incurred
by that person in that capacity, including legal costs. The
Director’s Protection Deed also requires the Company to
indemnify the Director for liability incurred as an officer of the
Company and its Subsidiaries, including reasonably incurred
legal costs, to the maximum extent permitted by law.
The Constitution also allows the Company to enter into and
pay premiums on contracts insuring any liability incurred by
any current and former Directors and officers of the Company
and its Subsidiaries, which is incurred by them in that
capacity, including legal costs.
Accordingly, the Director’s Protection Deed requires the
Company to maintain, to the extent permitted by law, an
insurance policy which insures Directors and officers against
liability as a Director or officer of the Company and its
Subsidiaries.
Indemnity of auditors
The Group has agreed to indemnify its auditors, Hall
Chadwick, to the extent permitted by law, against any
claim by a third party arising from the Group’s breach of its
agreement. The indemnity requires the Group to meet the full
amount of any such liabilities including a reasonable amount
of legal costs.
Non-audit services
During the year, Hall Chadwick, the Company’s auditors,
performed certain other services in addition to their statutory
audit duties.
The Board of Directors has considered the position and,
in accordance with the advice received from the audit
committee, is satisfied that the provision of the non-
audit services is compatible with the general standard of
independence for auditors imposed by the Corporations
Act 2001. The directors are satisfied that the provision of
non-audit services by the auditor, as set out below, did not
compromise the auditor independence requirements of the
Corporations Act 2001 for the following reasons:
• All non-audit services have been reviewed by the audit
committee to ensure 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.
Details of the amounts paid to the auditors of the Company,
Hall Chadwick, for audit and non-audit services provided
during the year are set out in Note 26 to the financial
statements. The total paid for non-audit services was $29,435.
This comprised tax and other business services.
PRO C EED INGS O N B E HAL F OF T HE CO NSO L IDAT ED
GRO U P
No person has applied for leave of Court to bring proceedings
on behalf of the consolidated group or intervene in any
proceedings to which the consolidated group is a party
for the purpose of taking responsibility on behalf of the
consolidated group for all or any part of those proceedings.
In accordance with the Constitution, the Company must
indemnify any current and former Directors and officers of
The consolidated group was not a party to any such
proceedings during the year.
2 6
2 7
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
1 .0 I NTR O DU CT IO N
Viva Leisure Limited (Viva Leisure or Viva) has a firm
belief that attracting, developing, engaging and retaining
passionate, capable team members will provide Viva Leisure
with a sustainable advantage over the long term. Building and
maintaining a culture and implementing people systems to
support such a belief and culture are strategic priorities for
the Company.
The relevant people strategies include attraction, learning
and development, engagement, workplace health and safety,
talent and succession management, and remuneration and
benefits.
The Board’s philosophy and approach to executive Key
Management Personnel (KMP) remuneration has been to
balance ‘fair and reasonable’ remuneration for skills and
expertise with a risk and reward framework that supports
longer-term growth and sustainability of Viva Leisure as an
ASX listed company. A comprehensive review of executive
remuneration during the financial year ended 30 June 2022
(FY2022) was implemented in FY2023. Key initiatives
implemented included:
• Having a meaningful portion of remuneration ‘at risk’,
dependent on meeting pre-determined performance
benchmarks, both short (annual) and long term (3 years);
• Establishing appropriate and demanding performance
hurdles, including a mix of objective measures and
individual based key performance indicators, for both
short and long term grants;
• Linking executive ‘at risk’ remuneration to shareholder
value accretion by providing appropriate equity
incentives to KMP which are linked to long-term Company
performance and core values;
•
Inclusion of zero priced options as reward for achievement
of long term incentive performance targets
The changes adopted in FY2023 are under regular review.
Any further material Board or executive KMP remuneration
strategy changes will be advised.
The Board believes, Viva Leisure’s approach to Board and
executive KMP remuneration is a balanced, fair and equitable
approach designed to reward and motivate a successful and
experienced Board and executive team to deliver ongoing
business growth which is designed meets the expectations of
shareholders and other key stakeholders.
The Board will continue to welcome feedback from
shareholders on our remuneration practices or on the
communication of remuneration matters in the FY2023
Remuneration Report and beyond.
1 .1 SCO PE
This Remuneration Report sets out, in accordance with
the relevant Corporations Act 2001 (Corporations Act)
and accounting standard requirements, the remuneration
arrangements in place for key management personnel (KMP)
of Viva Leisure Limited during FY2023.
1 .2 KEY M ANAGEM ENT PERS O NNEL
KMP have authority and responsibility for planning, directing and controlling the activities of Viva Leisure and comprise the non-
executive directors, and executive KMP (being the executive directors and other senior executives named in this report). Details
of the KMP as at year end are set out in the table below:
Title (at year end)/Committees
Change in FY2023
Non-executive directors
Rhys Holleran
Member, Audit & Risk Management
No Change. Full Year
Chair
No Change. Full Year
Louise Bolger
Andrew Burns
Executive directors
Harry Konstantinou
Other executive KMP
Member, People & Culture
No Change. Full Year
Director
Chair, People & Culture
No Change. Full Year
No Change. Full Year
Member, Audit & Risk Management
Appointed 25 October 2022
Director
Chair, Audit & Risk Management
Member, People & Culture
No Change. Full Year
No Change. Full Year
No Change. Full Year
Managing Director
CEO and Managing Director
No change. Full year.
Resigned from People & Culture and
Audit & Risk Committees 25 October
2022
Kym Gallagher
Chief Financial Officer
No change. Full year.
Angelo Konstantinou
Chief Technology Officer
No change. Full year
Sean Hodges
Chief Operating Officer
No change. Full year.
2 9
3
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
E
R
U
S
I
E
L
A
V
I
V
REMUNERATION
REPORT AUDITED
1.
Introduction
Describes the scope of the Remuneration Report and the individuals whose remuneration
details are disclosed together with a summary of the key changes during the year.
2. Remuneration governance
Describes the role of the Board and the Remuneration Committee, and the use of
remuneration consultants when making remuneration decisions.
3. Non-executive director remuneration
Provides details regarding the fees paid to non-executive directors.
4. Executive KMP remuneration
Outlines the principles and strategy applied to executive remuneration decisions
and the framework used to deliver rewards including the performance and remuneration linkages.
5. KMP equity interests
Provides details regarding shareholdings in Viva Leisure Limited of KMP
6. Employment agreements
Provides details regarding the contractual arrangements between Viva Leisure Limited
and the executives whose remuneration details are disclosed.
2 8
2 8
29
30
31
33
40
41
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
2.0 RE MUN ERATION GOVERNANCE
3 .0 NO N- EXEC UT IV E DI REC TO R ( NE D) R EM UN ERATI O N
This section of the Remuneration Report describes the role of the Board and the Remuneration Committee (People and Culture
Committee), and the use of remuneration consultants when making remuneration decisions affecting KMP.
3 .1 NED R EM UNER AT IO N
2.1 ROL E OF THE BOARD A ND TH E REM UNERATION COMMITTEE
Principle
Comment
The Board is responsible for Viva Leisure’s remuneration strategy and policies. Consistent with this responsibility, the Board has
established the People and Culture Committee (P&CC) which comprises solely independent non-executive directors (NEDs).
The role of the P&CC is set out in its Charter, which is reviewed annually and was last revised and approved by the Board in June
2023. In summary, the P&CC’s role is to:
•
•
ensure that the appropriate procedures exist to assess the remuneration levels of the Chairman, other NEDs, executive
directors, direct reports to the CEO, Board Committees and the Board as a whole;
ensure that Viva Leisure meets the requirements of Australian Securities Exchange (ASX) diversity and other relevant
Guidelines;
•
ensure that Viva Leisure adopts, monitors and applies appropriate remuneration policies and procedures;
•
•
ensure that reporting disclosures related to remuneration meet the Board’s disclosure objectives and all relevant legal
requirements;
develop, maintain and monitor appropriate talent management programs including succession planning, recruitment,
development; and retention and termination policies and procedures for senior management; and
•
develop, maintain and monitor appropriate superannuation arrangements for Viva Leisure.
The P&CC’s role and interaction with Board, internal and external advisors, are further illustrated below:
The Board
Reviews, applies judgment and, as
appropriate, approves the P&CC’s
recommendations.
The People & Culture Committee (“P&CC”)
The P&CC operates under the delegated authority of the Board.
The P&CC is empowered to source any internal resources and obtain external independent professional
advice it considers necessary to enable it to make recommendations to the Board on the following:
Remuneration policy,
composition and
quantum of remuneration
components for executive
KMP, and performance
targets
Remuneration policy in
respect of NEDs
Talent management
policies and practices
including superannuation
arrangements
Design features of
executive KMP short
term incentive (STI) and
long term incentive (LTI)
awards, including setting
of performance and other
vesting criteria
External consultants
Internal resources
Further information on the P&CC’s role, responsibilities and membership is contained in the Corporate Governance Report of
its Annual Report. The P&CC terms of reference can also be viewed in the Investor Centre, Corporate Governance section of the
Viva Leisure website.
2.2 U SE OF REMUNERATION CONSULTANTS
All proposed remuneration consultancy contracts (within the meaning of section 206K of the Corporations Act) are subject to
prior approval by the Board or the P&CC in accordance with the Corporations Act.
The Company did not enter into any remuneration consultancy contracts in FY23 within the meaning of section 206K of the
Corporations Act, however did so in FY22, the detail of which is included in the Company’s FY22 Annual Report.
Fees are set by reference to key
considerations
Remuneration is structured to
preserve independence whilst
creating alignment
(See also section 3.4)
Fees for NEDs are based on the nature of the NEDs’ work and their
responsibilities. The remuneration rates reflect the complexity of Viva
Leisure’s business and the extent of the number of geographical locations in
which Viva Leisure operates. In determining the level of fees, survey data on
comparable companies is considered. NEDs’ fees are recommended by the
P&CC and determined by the Board. Shareholders approve the aggregate
amount available for the remuneration of NEDs.
To preserve independence and impartiality, NEDs are not entitled to any
form of incentive payments including options and the level of their fees is
not set with reference to any measure of Viva Leisure performance.
Aggregate Board and committee
fees are approved by shareholders
The total amount of fees paid to NEDs in FY2023 is within the aggregate
amount approved by shareholders in the Prospectus dated 14 May 2019 of
$500,000 per annum. No increase in the total fee pool is proposed this year.
3 .2 NED FEE S AND OTHE R B ENE FITS E XPL AINE D
Elements
Details
Board/
committee
fees per annum - FY2023
Post-employment benefits
Superannuation
Board Chairman fee
Board NED base fee
$160,000
$80,000
Committee fees
Committee Chair
Committee member
Audit
People & Culture
$15,000
$15,000
$10,000
$10,000
Superannuation contributions have been made at a rate of 10.5% of the
base fee (but only up to the Australian Government’s prescribed maximum
contributions limit) which satisfies the Company’s statutory superannuation
contributions. The contribution rate will increase in future years in line with
mandated legislative increases. Contributions are included in the base fee
Retirement schemes
There are no retirement schemes in place for NED other than Statutory
Superannuation.
Other benefits
Equity instruments
Other fees/benefits
NEDs do not receive any performance related remuneration, options,
performance rights or shares.
NEDs receive reimbursement for costs directly related to Viva Leisure
business.
No payments were made to NEDs during FY2023 for travel allowances, extra
services or special exertions.
3 0
3 1
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
3.3 N ED TOTA L REMUNERATION PAID
4 .0 EXE CUT I VE RE MU NERAT IO N
Amounts $
Short-term
benefits
Post-employment
benefits
Year
Fees
Termination
benefits (if any)
Superannuation
Total
Rhys Holleran
(Chair)*
FY2023
FY2022
Louise Bolger^
FY2023
FY2022
Andrew Burns#
FY2023
FY2022
Bruce Glanville%
FY2022
Total
FY2023
FY2022
*Appointed Chair 7 April 2022
^Appointed 5 July 2022
#Appointed 20 April 2022
156,544
79,580
101,647
83,740
109,167
15,833
107,826
367,358
286,979
-
-
-
-
-
-
-
-
16,437
5,035
-
-
-
-
10,595
16,437
15,630
172,981
84,615
101,647
83,740
109,167
15,833
118,421
383,795
302,609
%Ceased 7 April 2022, remuneration shown is until date of cessation
3. 4 MIN IMUM SHAREHOLDI NG GUIDELINES
No minimum shareholding requirements are in place.
3 2
4 .1 E XEC UT IVE KM P RE MU NER AT IO N
Viva Leisure’s executive remuneration policies are designed to attract, motivate and retain a qualified and experienced group
of executives with complimentary skills. Fixed remuneration components are determined having regard to the specific skills
and competencies of the executive KMP with reference to both internal and external relativities, particularly local market and
industry conditions. The ‘at risk’ components of remuneration are strategically directed to encourage management to strive for
superior (risk balanced) performance by rewarding the achievement of targets that are challenging, clearly defined, understood
and communicated within the ambit of accountability of the relevant executive KMP.
Executive KMP remuneration objectives are determined as follows:
Executive KMP remuneration objectives
Attract, motivate and retain
executive talent across
diverse geographies
The creation of reward
differentiation to drive
performance values and
behaviours.
An appropriate balance
of ‘fixed’ and ‘at risk’
components
Shareholder value creation
through equity components
Total target annual remuneration (TTAR) is set by reference to the relevant position and market
Fixed
At risk
Fixed Annual
Remuneration (FAR)
Short-term incentives
(STI)
Long-term incentives
(LTI)
FAR is set based on
relevant market relativities,
reflecting responsibilities,
performance, qualifications,
experience and location
STI performance criteria are set by
reference to Viva Leisure earnings
and selected other performance
targets relevant to Viva Leisure or
the position
LTI targets are linked to performance
conditions aligned to ensure improved
Viva Leisure share performance
Remuneration will be delivered as:
Base salary plus any fixed elements
related to local markets, including
superannuation or equivalents.
Short term incentive remuneration is
based on cash payments.
FAR will generally be positioned
considering expertise and
performance in the role.
Performance incentive is directed to
achieving Board approved targets,
reflective of market circumstances.
Equity in performance rights. All
equity is held subject to service
and performance for 3 years from
grant date. The equity is at risk until
vesting. Performance is tested once
at the vesting date.
LTI is intended to reward executive
KMP for sustainable long-term
growth aligned to shareholders’
interests. comparisons.
3 3
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
4. 2 REMUNERATION COMPOSIT ION M IX AND TIMING OF RECEIPT
4. 2.1 C URRENT REM UNERAT ION M IX AND AMENDMENTS FOR FY2024
Viva Leisure provides an appropriate and competitive mix of remuneration components balanced between fixed and at risk and
paid in both cash and deferred equity. The broad remuneration composition mix for executive KMP can be illustrated as follows:
Remuneration mix FY2023
The remuneration mix for the CEO/Managing Director and other executive KMP in FY2023 consisted of FAR, STI and LTI. This
resulted in the following remuneration mix:
FAR
STI
LTI
Position
CEO
As illustrated, executive KMP remuneration is delivered on a cascading basis, with a material component deferred for three years
and (LTI) awarded as equity. This remuneration mix is designed to ensure executive KMP are focused on delivering results over
the short, medium and long term if they are to maximise their remuneration opportunity. The Board believes this approach will
align executive KMP remuneration to shareholder interests and expectations.
4 .3 FIXE D ANNUAL REM U NE R AT IO N EX PLAI NED
Fixed Annual Remuneration (FAR) includes all remuneration and benefits paid to an executive KMP calculated on a total
employment cost basis. In addition to base salary, superannuation and other allowances are included.
Executive KMP FAR is tested regularly for market competitiveness by reference to appropriate independent and externally
sourced comparable benchmark information, including for comparable ASX listed companies, and based on a range of
size criteria including market capitalisation, taking into account an executive’s responsibilities, performance, qualifications,
experience and location.
FAR adjustments, if any, are made with reference to individual performance, an increase in job role or responsibility, changing
market circumstances as reflected through independent benchmark assessments or through promotion.
50.0% Up to 20.0% (of TTAR) Up to 30.0% (of TTAR)
Any adjustments to executive KMP remuneration are approved by the Board, based on P&CC and CEO/Managing Director
recommendations.
Executive KMP
64.5%
Up to 16.1% (of TTAR)
Up to 19.4% (of TTAR)
Remuneration mix FY2024 proposed
The proposed ‘new’ mix of remuneration for the CEO/Managing Director and executive KMP effective from 1 July 2023, will be as
follows:
4 .4 VARI ABL E (AT RI SK) RE M UNER AT I ON E XPL AINE D
As set out in section 4.2, variable remuneration is intended to form a significant portion of the CEO/Managing Director and
other executive KMP remuneration opportunity. Apart from being market competitive, the purpose of variable remuneration is to
direct executives’ behaviours towards maximising Viva Leisure’s short, medium and long-term performance.
Position
CEO
FAR
STI
LTI
50.0% Up to 20.0% (of TTAR) Up to 30.0% (of TTAR)
Executive KMP
63.5%
Up to 17.5% (of TTAR)
Up to 19.0% (of TTAR)
The key aspects are summarised below:
4 .4.1 S HO RT-T ER M I NCENT IV ES ( ST I)
Fixed Annual Remuneration (FAR)
Purpose
The aim of Viva Leisure to position all executives at between the median and 75th percentile compared to relevant market based
data considering the expertise and performance in the role.
A description of the short-term and long-term incentive schemes, including any proposed changes are set out in sections 4.4.1
and 4.4.2 below.
Total Target Annual Remuneration (TTAR)
TTAR under the remuneration mix adopted will, in the opinion of the Board, deliver an overall risk adjusted reward opportunity
which is fair and market competitive.
4. 2.2 REMU NERATION – TIM ING OF RECEIPT OF THE BENEFIT FOR FY2024 ONWARDS
The three complementary components of executive KMP remuneration are ‘earned’ over multiple time ranges. This is illustrated
in the following chart:
Year 1
Year 2
Year 3
Year 4
Year 5
Performance targets
TFR
F24
STI cash opportunity
LTI
TFR
F25
STI cash opportunity
3 4
F26
STI cash opportunity
LTI
LTI
TFR
The STI arrangements at Viva Leisure are designed to reward executives for
their achievement against annual performance targets set by the Board at the
beginning of the performance period. The STI program is reviewed annually by
the P&CC and approved by the Board.
Any STI award in excess of the 100% budget opportunity is individually
approved by the P&CC. All STI awards to the CEO and other executive KMP are
approved by the P&CC and Board.
The key performance objectives of Viva Leisure are currently directed to
achieving Board approved targets, and by the achievement of individual
performance goals. For FY2023 the STIs comprised:
CEO:
• 35% on achievement of the Board approved budget for FY2023
• 15% on achievement of predetermined individual performance KPIs.
• 50% on over-achievement of the Board approved budget for FY2023
Executive KMP:
• 28% on achievement of the Board approved budget for FY2023
• 12% on achievement of predetermined individual performance KPIs.
• 60% on over-achievement of the Board approved budget for FY2023
Key Performance
Measure
% of FY2023 STI
Awarded
% of FY2022 STI
Awarded
Harry Konstantinou
Kym Gallagher
Sean Hodges
Angelo Konstantinou
100%
100%
100%
100%
50%
50%
50%
50%
Rewarding performance
The STI performance ratings are determined under a predetermined matrix with
the Board determination final.
3 5
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 Table 1 - Executive KMP STI opportunity and actual FY2023 STI awarded
Executive KMP
Position
Target STI as
a % of FY2023
TTAR
STI awarded as
a % of TTAR
Actual STI
award in
FY2023 ($)
STI forfeited in
FY2023 as a %
of TTAR
LTIs (Granted 28 October 2021)
Tranche 1 (50% of Options – based
on EPS CAGR)
Tranche 2 (50% of Options – based
on TSR CAGR)
CAGR over the three Financial Years
Ending 30 June 2024
Percentage of Options that Vest
Percentage of Options that Vest
Harry
Konstantinou
Chief Executive
Officer
Kym Gallagher
Sean Hodges
Angelo
Konstantinou
Chief Financial
Officer
Chief Operating
Officer
Chief
Technology
Officer
4. 4. 2 LONG-TERM INCENTIVES (LTI)
20.0%
20.0%
280,000
16.1%
16.1%
16.1%
102,500
16.1%
80,000
16.1%
16.1%
71,250
0%
0%
0%
0%
The LTI provides an annual opportunity for executive KMP and other selected executives (based on their ability to influence and
execute strategy) to receive an equity award deferred for three years, that is intended to align a significant portion of executives’
overall remuneration to shareholder value over the longer term. All LTI awards remain at risk and subject to ‘clawback’ (forfeiture
or lapse) until vesting.
Purpose
To align executive KMP remuneration opportunity with shareholder value and
provide retention stimulus.
Types of equity awarded
Time of grant
Time restrictions
LTIs are provided under the Viva Leisure Long-Term Incentive Plan. See section
5.1 for further details.
Under the Long-Term Incentive Plan, selected senior executives are offered
performance rights (being either premium priced or nil exercise price rights
to fully paid ordinary shares of Viva Leisure Limited), subject to satisfying the
relevant requirements.
All equity grants will be made after the AGM each year but based on values
determined in August.
Equity grants awarded to the CEO/Managing Director and other executive KMP
are tested against the performance hurdles set, at the end of three years. If the
performance hurdles are not met at the vesting date, performance rights lapse.
Performance hurdles and vesting
schedule
Equity grants to the CEO and other executive KMP are subject to performance
conditions, as follows:
LTIs (Granted 12 November 2020)
Tranche 1 (50% of Options – based
on EPS CAGR)
Tranche 2 (50% of Options – based
on TSR CAGR)
CAGR over the three Financial Years
Ending 30 June 2023
Percentage of Options that Vest
Percentage of Options that Vest
Less than 10% (minimum Target)
0%
0%
10% to 15% (within target range)
50% - 100% (on a straight-line basis)
0%
Greater than 15% (above maximum
target)
100%
100%
Less than 10% (minimum Target)
0%
0%
10% to 15% (within target range)
50% - 100% (on a straight-line basis)
0%
Greater than 15% (above maximum
target)
Greater than 20%
100%
-
0%
100%
LTIs (Granted 24 October 2022)
Tranche 1 (50% of Options – based
on EPS CAGR)
Tranche 2 (50% of Options – based
on TSR CAGR)
CAGR over the three Financial Years
Ending 30 June 2025
Percentage of Options that Vest
Percentage of Options that Vest
Less than 10% (minimum Target)
0%
0%
10% to 15% (within target range for
Tranche 1)
50% - 100% (on a straight-line basis)
0%
15% to 20% (within target range for
Tranche 2)
100%
Greater than 20% (above maximum
target)
-
50% - 100% (on a straight-line basis)
100%
• For the purposes of the above performance hurdles, EPS means the Basic Earnings per Share calculated by reference to the
Company’s audited financial statements and excluding the impacts of AASB16.
• For the purposes of the above performance hurdles:
• for the options granted on 12 November 2020, TSR means Total Shareholder Return and will be measured using
the VVA 20-day Volume Weighted Average Market Price (VWAP) for the twenty (20) trading days commencing
from the announcement of results for the financial year ended 30 June 2020 (TSR measure start date) to the same
20 trading period VWAP post the date of announcement of results for the year ended 30 June 2023 (TSR measure
end date);
• for the options granted on 28 October 2021, TSR means Total Shareholder Return and will be measured using
the VVA 15-day Volume Weighted Average Market Price (VWAP) for the fifteen (15) trading days commencing from
the announcement of results for the financial year ended 30 June 2021 (TSR measure start date) to the same 15
trading period VWAP post the date of announcement of results for the year ended 30 June 2024 (TSR measure end
date);
• for the options granted on 24 October 2022, TSR means Total Shareholder Return and will be measured using the
VVA 15-day Volume Weighted Average Market Price (VWAP) for the fifteen (15) trading days commencing from the
1 July 2022 (TSR measure start date) to the same 15 trading period VWAP from 1 July 2025 (TSR measure end date).
• The Basic EPS may be adjusted for items which the Board, in its discretion, considers should be excluded from the EPS
result (such as items of a one-off and non-recurring nature).
• The performance hurdles will be tested only once the vesting condition has been met by the grantee senior executive and
following the Company’s audited accounts being finalised for each respective financial year end.
• Performance rights vest if the time restrictions and relevant performance hurdles are met. The Board must approve any
special provisions, in accordance with Company policies, in the event of termination of employment or a change of control.
Dividends
Voting rights
Retesting
No dividends are attached to options or performance rights.
There are no voting rights attached to options or performance rights.
There is no retesting of performance hurdles under Viva Leisure LTI.
3 6
3 7
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
LTI allocation
The size of individual LTI grants for the CEO/Managing Director and other
executive KMP is determined in accordance with the Board approved
remuneration strategy mix. See section 4.2.
The allocation methodology for performance rights is to determine the target
LTI dollar value for each executive and divide it by face value determined by a
15-day VWAP after the release of the annual financial statements.
4. 5 OT HER RE MUNERATION ELEMENTS AND DISCLOSU RE S RE LE VANT TO EX EC UTI VE KMP
4. 5.1 MA LU S A ND CLAWBACK
The "Malus and Clawback" provision empowers the Board to take action in specific situations where participants in the
company's Plan have engaged in fraudulent, dishonest, or negligent behaviour, breached their duties, brought disrepute to
the company, or been convicted of an offense related to the company's affairs. Additionally, the provision can be applied if a
participant benefits from a financial misstatement circumstance or if the company is required or entitled by law or policy to
reclaim remuneration or restrict the participant's Options and/or Performance Rights.
Under the provision, the Board can make several determinations. They have the authority to forfeit or impose conditions on
shares acquired by the participant under the Plan, as well as lapse or impose conditions on unvested or unexercised Options
and/or Performance Rights. They can also adjust the number of shares over which the Options and/or Performance Rights are
exercisable.
Furthermore, the Board can require the participant to repay the value of Options and/or Performance Rights received, the net
proceeds from the sale of shares acquired under the Plan, or any dividends received. They may also adjust the participant's fixed
remuneration, incentives, or participation in the Plan for the current or future years if it is necessary to prevent unfair benefit to
the participant.
4. 5.2 HEDGING AND M ARGIN LENDING PROHIBITION
Under the Viva Leisure Securities Trading Policy and in accordance with the Corporations Act, equity granted under Viva Leisure
equity incentive schemes must remain at risk until vested, or until exercised if performance rights. It is a specific condition
of grant that no schemes are entered into, by an individual or their associates that specifically protect the unvested value of
performance rights allocated.
Viva Leisure also prohibits the CEO/Managing Director or other ‘Designated Persons’ (including executive KMP) providing Viva
Leisure securities in connection with any margin loan or similar financing arrangement unless that person has received a specific
notice of no objection in compliance with the policy from the Board.
4.6 RE LAT IO NSHI P B ETWE EN VI VA L EI S UR E PER FO RM ANC E A ND E XE CUT IV E K MP RE MUN ERATION
The performance of the Group and remuneration paid to KMP over the last four years is summarised in the table below.
Sales revenue ($million)
Normalised NPAT ($million)
Normalised EPS (cents)
Total dividend per share (cents)
Share price as at 30 June ($)
CEO Total Annual Remuneration ($)
Executive KMP Remuneration ($)
FY2020
FY2021
FY2022
FY2023
40.89
(9.34)
(10.9)
-
$2.62
558,979
868,422
83.72
(6.38)
(8.2)
-
$1.64
90.83
(12.14)
(13.8)
-
$1.16
141.18
3.40
3.8
-
$1.27
522,980
977,909
1,226,251
874,011
1,152,224
1,440,385
During the FY2022 period the financial result of the Group was significantly impacted by the Covid-19 pandemic and the
government imposed shut downs. As a result, the minimum financial threshold for the FY2022 Short Term Incentive was not
met. During the imposed shut down period the executive team led the Covid-19 response by driving multiple initiatives to
mitigate the impact of the disruption on the business and to preserve cash and reputation. Since the lifting of regulations, the
Viva team has met all of the financial guidelines released to the market. In recognition of the initiatives taken during the Covid-19
shut down period and the achievement of the second half guidance targets the board used its discretion to award the executive
team 50% of the available Short Term Incentive.
During the FY2023 period the financial result of the Group exceeded the internally set Board approved financial targets for
the Group. In addition, the guidance targets set in October 2022 have been met against a backdrop of continuing interest rate
increases and a high inflation environment.
Financial Metric
Actual Results
Guidance
Total Revenue
EBITDA
$141.2m
$29.2m
$137m-$140m
$28m-$30m
Viva Leisure, in line with good corporate governance, has a formal policy setting down how and when employees of Viva Leisure
may deal in Viva Leisure securities.
The FY2023 results recorded growth in sales revenue of 55.4% and growth in EPS from (-13.8) cents to 3.8 cents per share, and
the share price has improved from $1.16 to $1.27
Viva Leisure’s Securities Trading Policy is available on the Viva Leisure website under Investor Centre, Corporate Governance.
Accordingly, the Company believes that the CEO/Managing Director and executive KMP remuneration aligns to company
performance.
4. 5.3 CESSATION OF EMPLOYMENT PROVISIONS
The provisions that apply for STI and LTI awards in the case of cessation of employment are detailed in section 6.
4. 5.4 COND ITIONS OF LTI GRANTS
The conditions under which LTI (performance rights) are granted and are approved by the Board in accordance with the
relevant scheme rules, are as summarised in section 5.
4. 5.5 MIN IMUM SHAREHOLDING GUIDELINES
The Company has no minimum shareholding guidelines.
3 8
3 9
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 4.7 EX ECUTIVE REMUNERAT ION TABLE – AUDITED STATUTORY DISCLOSURE (ACCOUNTING COST TO
VIVA LEISU RE)
Year
Fixed Remuneration
Variable remuneration
Proportion of total remuneration
Short-
term
Other employee costs
Total
Short-term
Equity
Compensation
Total
Total
Performance
related
Equity
related
Total
Salary
Superannuation
benefits
Long
service
leave
Bonus
Value of
options
%
%
2023
673,941
25,292
42,646
741,879
280,000
204,372
484,372
1,226,251
22.8%
16.7%
39.50%
* SHJA Management Pty Ltd, of which Harry and Angelo Konstantinou are related parties, owns 21,688,434 ordinary shares.
^ options are currently out of the money
6.0 EM PLOY M ENT AGR EEM E NTS ( AUD IT E D)
The CEO/Managing Director and other executive KMP operate under employment agreements.
The following sets out details of the employment agreements relating to the CEO/Managing Director and other executive KMP.
The terms for the CEO and all other executive KMP are similar but do, on occasion, vary to suit different needs.
2022
626,432
23,568
68,346
718,346
130,000
129,563
259,563
977,909
13.3%
13.2%
26.50%
Length of contract
2023
384,247
25,292
3,960
413,499
102,500
60,746
163,246
576,745
17.8%
10.5%
28.30%
2022
356,432
23,568
8,511
388,511
47,500
38,848
86,348
474,859
10.0%
8.2%
18.20%
2023
259,383
25,232
15,900
300,515
71,000
42,480
113,480
413,995
17.1%
10.3%
27.41%
2022
240,432
22,881
10,110
273,423
33,000
27,280
60,280
333,703
9.9%
8.2%
18.10%
2023
293,846
25,292
17,269
336,407
80,000
32,987
112,987
449,395
17.8%
7.3%
25.10%
2022
240,432
22,881
7,929
271,242
56,118
16,302
72,420
343,662
16.3%
4.7%
21.00%
2023
1,611,417
101,108
79,775
1,792,300
533,500
340,585
874,085
2,666,386
20.0%
12.8%
32.80%
2022
1,463,728
92,898
94,896
1,651,522
266,618
211,993
478,611
2,130,133
12.5%
10.0%
22.50%
Notice periods
Resignation
Termination on notice by Viva
Leisure
The CEO/Managing Director and other executive KMP are on permanent
contracts, which is an ongoing employment contract until notice is given by
either party.
In order to terminate the employment arrangements, the CEO is required to
provide Viva Leisure with six months’ written notice. Other executive KMP
are required to provide Viva Leisure with between 3 months’ and six months’
written notice.
On resignation, unless the Board determines otherwise:
• all unvested STI or LTI benefits are forfeited
Viva Leisure may terminate employment of the CEO by providing six months’
written notice. For other executive KMP, the notice period is three months’
written notice. The Company may make payment in lieu of the notice period
based on TFR. On termination on notice by Viva Leisure, unless the Board
determines otherwise:
• unvested STI or LTI benefits may be exercised or paid within 30 days of
notice being given.
Executive
Remuneration
Harry
Konstantinou
(Chief
Executive
Officer)
Kym Gallagher
(Chief Financial
Officer)
Angelo
Konstantinou
(Chief
Technology
Officer)
Sean Hodges
(Chief
Operating
Officer)
Total
Total
Death or total and permanent
disability
On death or total and permanent disability, the Board has discretion to allow all
unvested STI and LTI benefits to vest.
Viva Leisure may immediately terminate employment at any time in the case of
serious misconduct, and other executive KMP will only be entitled to payment
of TFR up to the date of termination.
Termination for serious misconduct
On termination without notice by Viva Leisure in the event of serious
misconduct:
• all unvested STI or LTI benefits will be forfeited; and
• any ESS instruments provided to the employee on vesting of STI or LTI
awards that are held in trust, will be forfeited.
Statutory entitlements
Payment of statutory entitlements of long service leave and annual leave
applies in all events of separation.
Post-employment restraints
The CEO is subject to post-employment restraints of up to 12 months. All other
executive KMP are subject to post-employment restraints for up to 6 months.
5 .0 KMP EQU ITY INTERESTS
The tables below set out the equity interests held by Non-executive Directors (“NEDs”) and executive KMP.
Please refer to sections 4.5.2 (Hedging and margin lending prohibition) and 4.5.5 (Minimum shareholding guidelines).
NEDs
Rhys Holleran
Louise Bolger
Andrew Burns
Total NED’s
Executives
Executive Director
Harry Konstantinou*
Other executives
Kym Gallagher
Sean Hodges
Angelo Konstantinou*
Total executives
Viva Leisure
Limited ordinary
shares
Total intrinsic value of Viva
Leisure Limited securities as
at year end ($)
30,000
14,000
67,686
111,686
38,100
17,780
86,215
142,295
Viva Leisure Limited
ordinary shares
Vested options over
Viva Leisure Limited
ordinary shares^
Total intrinsic value of
Viva Leisure Limited
securities as at year end
($)
23,418,601
375,000
29,741,623
175,000
46,667
22,220,604
45,860,872
113,334
38,334
80,000
606,668
222,250
59,267
28,220,167
58,243,307
4 0
4 1
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 3
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
E
R
U
S
I
E
L
A
V
I
V
AUDITOR’S
INDEPENDENCE
DECLARATION
4 2
4 2
V
I
V
A
L
E
I
S
U
R
E
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
3
4 3
4 3
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
3
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
E
R
U
S
I
E
L
A
V
I
V
CORPORATE
GOVERNANCE
STATEMENT
The Board is committed to achieving and demonstrating the highest
standards of corporate governance. As such, Viva Leisure Ltd and its
Controlled Entities (the Group) have adopted the fourth edition of
the Corporate Governance Principles and Recommendations.
The Group’s Corporate Governance Statement for the financial year
ended 30 June 2023 is available on the investor relations website at
https://investors.vivaleisure.com.au.
4 4
4 4
4 5
4 5
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
Revenue
Rental and outgoings expense
Employee benefits expense
Bank charges
Advertising and marketing costs
Utilities and cleaning
Licences and subscriptions
Insurances
Repairs and maintenance
Professional fees
Note
2023
$
2022
$
4
141,182,224
90,831,726
(4,139,990)
(3,055,293)
20
(41,848,994)
(30,552,032)
(1,967,968)
(4,360,285)
(1,310,207)
(2,058,156)
(10,311,336)
(6,749,756)
(2,532,053)
(2,099,596)
(833,926)
(2,408,886)
(504,496)
(754,395)
(1,402,195)
(859,786)
(44,175,889)
(38,336,988)
(16,275,929)
(15,221,882)
(82,856)
(507,428)
(6,682,822)
(5,064,738)
5,056,794
(17,140,726)
(1,653,259)
4,999,535
3,403,535
(12,141,191)
-
-
V
I
V
A
L
E
I
S
U
R
E
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
3
Depreciation and amortisation expense
Finance costs
Costs of capital raisings, acquisitions and contractual matters
Other expenses
Profit/(loss) before income tax
Income tax (expense)/benefit
Profit/(loss) for the year
Total other comprehensive income for the year
6
8
Total comprehensive profit/(loss) for the year
3,403,535
(12,141,191)
This statement should be read in conjunction with the notes to the financial statements.
Earnings per share
Basic earnings per share:
Earnings from continuing operations
Diluted earnings per share:
Earnings from continuing operations
24
2023
Cents
3.78
3.61
2022
Cents
(13.8)
(13.1)
3
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
E
R
U
S
I
E
L
A
V
I
V
CONSOLIDATED
STATEMENT
of Profit or Loss and Other Comprehensive Income for
the Year Ended 30 June 2023
4 6
4 6
4 7
4 7
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
3
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
E
R
U
S
I
E
L
A
V
I
V
CONSOLIDATED
STATEMENT
of Financial position for the Year Ended 30 June 2023
4 8
4 8
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Tax receivable
Inventories
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Property, plant, and equipment
Right of use assets
Intangible assets
Deferred tax assets
Other assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liabilities
Contract liabilities
Current tax liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
Lease liabilities
Provisions
Deferred tax liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Retained earnings
TOTAL EQUITY
Note
2023
$
2022
$
9
10
16
11
12
10
14
19
15
16
12
17
13
19
18
16
21
13
19
21
16
6,828,484
1,763,052
-
889,544
1,737,715
11,218,795
238,981
60,001,152
222,981,405
74,765,294
78,267,672
1,542,628
437,797,132
10,069,569
828,624
1,153,991
809,462
1,460,502
14,322,148
158,001
52,009,555
224,358,419
66,201,293
77,669,403
1,425,841
421,822,512
449,015,927
436,144,660
9,345,418
5,310,292
34,034,119
3,493,038
3,734,145
3,235,519
59,152,531
14,083,981
212,737,509
8,628,785
64,393,387
7,007,703
4,435,032
29,107,442
2,628,546
-
2,982,583
46,161,306
15,695,868
215,390,301
7,634,055
65,453,213
299,843,662
304,173,437
358,996,193
350,334,743
90,019,734
85,809,917
22
23
128,550,674
(21,230,048)
128,064,691
(21,395,137)
(17,300,892)
(20,859,637)
90,019,734
85,809,917
This statement should be read in conjunction with the notes to the financial statements.
V
I
V
A
L
E
I
S
U
R
E
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
3
4 9
4 9
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
3
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
E
R
U
S
I
E
L
A
V
I
V
CONSOLIDATED
STATEMENT
of Changes in Equity for the Year Ended 30 June 2023
5 0
5 0
Share Capital
Reserves
Retained
Earnings
(Accumulated
losses)
Total Equity
$
$
$
$
Balance at 1 July 2021
116,677,780
(21,607,131)
(8,718,446)
86,352,203
Issue of shares, net of transaction costs and
tax
11,386,911
-
Share option premium reserve
Total transactions with owners
Loss for the year
Total comprehensive loss for the year
attributable to members of the entity
Total transactions with owners and other
transfers
-
-
-
11,386,911
211,994
11,598,905
-
11,386,911
211,994
211,994
-
-
(12,141,191)
(12,141,191)
-
(12,141,191)
(12,141,191)
11,386,911
211,994
(12,141,191)
(542,286)
Balance at 30 June 2022
128,064,691
(21,395,137)
(20,859,637)
85,809,917
Balance at 1 July 2022
128,064,691
(21,395,137)
(20,859,637)
85,809,917
Issue of shares, net of transaction costs and
tax
Share buy-back
Expired 2019 options
Share option premium reserve
Profit for the year
Total comprehensive profit for the year
attributable to members of the entity
Total transactions with owners and other
transfers
916,159
(430,176)
-
-
-
-
916,159
(430,176)
-
(155,210)
155,210
-
320,299
165,089
-
320,299
155,210
806,282
-
3,403,535
3,403,535
-
3,403,535
3,403,535
-
-
485,983
165,089
3,558,745
4,209,817
Total transactions with owners
485,983
Balance at 30 June 2023
128,550,674
(21,230,048)
(17,300,892)
90,019,734
V
I
V
A
L
E
I
S
U
R
E
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
3
5 1
5 1
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
3
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
E
R
U
S
I
E
L
A
V
I
V
CONSOLIDATED
STATEMENT
of Cash Flows for the Year Ended 30 June 2023
5 2
5 2
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Refund / (payments) of income tax
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Purchase of intangibles
Payments for business combinations, net of cash acquired
Net cash (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Direct costs of issue of shares
Share buy back
Proceeds from borrowings
Repayment of borrowings
Reduction in equipment leases principal
Reduction in property leases principal
Net cash provided by financing activities
Net decrease in cash held
Cash at beginning of financial year
Cash at end of financial year
Note
2023
$
2022
$
6
25
14
15
29
19
19
154,988,045
100,204,471
(87,095,908)
(56,649,881)
40,437
8,747
(16,275,929)
(15,221,882)
1,476,391
(395,582)
53,133,036
27,945,873
(16,436,716)
(11,434,976)
390,543
82,196
(3,180,672)
(988,679)
(5,925,890)
(19,502,493)
(25,125,735)
(31,843,952)
-
-
(430,176)
4,038,300
11,714,929
(468,597)
-
12,912,000
(4,774,927)
(2,788,600)
(5,977,213)
(5,127,796)
(24,077,370)
(19,565,258)
(31,221,386)
(3,323,322)
(3,241,085)
(7,221,401)
10,069,569
17,290,970
9
6,828,484
10,069,569
This statement should be read in conjunction with the notes to the financial statements.
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
› NOT E 1 – NAT UR E OF O PER AT IO NS
The principal activities of the consolidated group during the
financial year were health club operations. No significant
change in the nature of these activities occurred during the
year.
› NOT E 2 – GENERAL I NFO RM AT IO N AND
STATEM ENT OF CO M PLI ANCE
The consolidated general purpose financial statements
of the Group have been prepared in accordance
with the requirements of the Corporations Act 2001,
Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards
Board (AASB). Compliance with Australian Accounting
Standards results in full compliance with the International
Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB). Viva Leisure
Limited is a for-profit entity and statements are prepared on
accruals basis under the historical cost convention.
Viva Leisure Limited is the Group’s Ultimate Parent Company.
Viva Leisure Limited is a Public Company incorporated and
domiciled in Australia. The address of its registered office and
its principal place of business is Unit 7, 141 Flemington Road,
Mitchell, ACT, Australia.
The consolidated financial statements for the year ended 30
June 2023 were approved and authorised for issue by the
Board of Directors on 11 August 2023.
› NOT E 3 – SU M MARY OF ACCOU NT ING PO L IC IES
a. Overall Considerations
The consolidated financial statements have been prepared
using the significant accounting policies and measurement
bases summarised below.
b. Basis of Consolidation
The Group financial statements consolidate those of the
Parent Company and all its subsidiaries as at 30 June 2023.
The parent controls a subsidiary if it is exposed, or has rights,
to variable returns from its involvement with the subsidiary
and has the ability to affect those returns through its power
over the subsidiary. All subsidiaries have a reporting date of
30 June. Refer to Note 30 for the list of subsidiaries.
All transactions and balances between Group companies are
eliminated on consolidation, including unrealised gains and
losses on transactions between Group companies. Where
unrealised losses on intra-group asset sales are reversed
on consolidation, the underlying asset is also tested for
impairment from a group perspective. Amounts reported in
the financial statements of subsidiaries have been adjusted
where necessary to ensure consistency with the accounting
policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries
acquired or disposed of during the year are recognised from
the effective date of acquisition, or up to the effective date of
disposal, as applicable.
c. Business Combinations
The Group applies the acquisition method in accounting for
business combinations. The consideration transferred by the
Group to obtain control of a subsidiary is calculated as the
sum of the acquisition-date fair values of assets transferred,
liabilities incurred and the equity interests issued by the
Group, which includes the fair value of any asset or liability
arising from a contingent consideration arrangement.
Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and
liabilities assumed in a business combination regardless
of whether they have been previously recognised in the
acquiree’s financial statements prior to the acquisition. Assets
acquired and liabilities assumed are generally measured at
their acquisition date fair values.
Goodwill is stated after separate recognition of identifiable
intangible assets. It is calculated as the excess of the sum of:
(a) fair value of consideration transferred, (b) the recognised
amount of any non-controlling interest in the acquiree, and (c)
acquisition date fair value of any existing equity interest in the
acquiree, over the acquisition date fair values of identifiable
net assets. If the fair values of identifiable net assets exceed
the sum calculated above, the excess amount (i.e. gain on a
bargain purchase) is recognised in profit or loss immediately.
See note 15.
d. Fair Value of Assets and Liabilities
Where applicable, the Group measures some of its assets and
liabilities at fair value on either a recurring or non-recurring
basis, depending on the requirements of the applicable
Accounting Standard.
Fair value is the price the Group would receive to sell an asset
or would have to pay to transfer a liability in an orderly (i.e.
unforced) transaction between independent, knowledgeable
and willing market participants at the measurement date.
As fair value is a market-based measure, the closest
equivalent observable market pricing information is used to
determine fair value. Adjustments to market values may be
made having regard to the characteristics of the specific asset
or liability. The fair values of assets and liabilities that are not
traded in an active market are determined using one or more
valuation techniques. These valuation techniques maximise, to
the extent possible, the use of observable market data.
To the extent possible, market information is extracted from
either the principal market for the asset or liability (i.e. the
market with the greatest volume and level of activity for the
asset or liability) or, in the absence of such a market, the most
advantageous market available to the entity at the end of the
reporting period (i.e. the market that maximises the receipts
from the sale of the asset or minimises the payments made to
transfer the liability, after taking into account transaction costs
and transport costs).
For non-financial assets, the fair value measurement also
takes into account a market participant’s ability to use the
asset in its highest and best use or to sell it to another market
participant that would use the asset in its highest and best
use.
The fair value of liabilities and the entity’s own equity
instruments (excluding those related to share-based payment
arrangements) may be valued, where there is no observable
market price in relation to the transfer of such financial
instruments, by reference to observable market information
where such instruments are held as assets. Where this
information is not available, other valuation techniques are
adopted and, where significant, are detailed in the respective
note to the financial statements.
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To the consolidated financial statements
for the year ended 30 June 2023
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
e. Revenue
Health Club Operations
Revenue is derived mainly from the sale of health club
membership services to its customers.
To determine whether to recognise revenue, the Group follows
a 5-step process:
(i)
Identifying the contract, or otherwise, with a customer;
(ii)
Identifying the performance obligations;
(iii) Determining the transaction price;
g. Goodwill
Goodwill represents the future economic benefits arising from
a business combination that are not individually identified and
separately recognised.
Goodwill is carried at cost less any accumulated impairment
losses. Goodwill is calculated as the excess of the sum of:
(i)
the consideration transferred at fair value;
(ii) any non-controlling interest (determined under either
the fair value or proportionate interest method); and
(iii) the acquisition date fair value of any previously held
(iv) Allocating the transaction price to the performance
equity interest;
obligations; and
(v) Recognising revenue when/as performance obligation(s)
are satisfied.
The health club membership services revenue stream focuses
on providing customers with access to the groups’ gym
facilities. Revenue is recognised as the customers are provided
access to the gym. Under AASB 15: Revenue from Contracts
with Customers, this happens over time as customers pay in
advance of receipt of this service. The consideration received
in advance of providing these services, which is generally two
weeks in advance, is recognised as a contract liability.
Therefore, revenue is recognised over time as the customer
consumes these services. The transaction price is determined
with reference to the contract price as stated in the
customer’s contract.
Franchise Operations
Following the acquisition of Australian Fitness Management
(Plus Fitness), the following additional revenue recognition
policies are now applicable for the group.
The group enters into franchise licence agreements, whereby
franchisees pay an upfront five year licence fee, and ongoing
monthly franchise fees. The licence fee consideration is
received in advance of providing the services attaching to
the licence, which is generally over a five year period, and is
recognised as a contract liability. The monthly franchise fees
are recorded as revenue as they are derived. The transaction
price is determined with reference to the contract price as
stated in the franchise agreement.
The group provides equipment to franchisees as part of
establishing the licence. The equipment is invoiced in advance
of the supply and is recognised as a contract liability until
the point in time the franchise commences operation. On
commencement of the franchises operation the revenue
is recognised. The transaction price is determined by the
amount invoiced to the franchise.
Interest revenue is recognised using the effective interest
method, which for floating rate financial assets is the rate
inherent in the instrument.
All revenue is stated net of the amount of goods and services
tax.
f. Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset are
capitalised during the period of time that is necessary to
complete and prepare the asset for its intended use or sale.
Other borrowing costs are expensed in the period in which
they are incurred and reported in finance costs.
5 6
over the acquisition date fair value of any identifiable assets
acquired and liabilities assumed.
The acquisition date fair value of the consideration transferred
for a business combination plus the acquisition date fair value
of any previously held equity interest shall form the cost of
the investment in the separate financial statements.
Goodwill on acquisition of subsidiaries is included in intangible
assets.
Goodwill is tested for impairment annually and is allocated
to the Group's cash-generating units or groups of cash-
generating units, representing the lowest level at which
goodwill is monitored and not larger than an operating
segment. Gains and losses on the disposal of an entity include
the carrying amount of goodwill related to the entity disposed
of.
h. Other Intangible Assets
Intangible assets acquired as part of a business combination,
other than goodwill, are initially measured at their fair
value at the date of acquisition. Intangible assets acquired
separately are initially recognised at cost. Intangible assets
are subsequently measured at cost less amortisation and
any impairment. The gains or losses recognised in the profit
or loss arising from derecognition of an intangible asset is
measured as the difference between net disposal proceeds
and the carrying amount of the intangible asset. The method
and useful lives of finite life intangibles are reviewed annually.
Changes in expected pattern of consumption or useful life
are accounted for prospectively by changing the amortisation
method or period.
Amortisation
The amortisable amount of all intangibles is amortised
on a straight-line basis over the asset’s useful life to the
consolidated group commencing from the time the asset
is held ready for use.
The amortisation rates used for each class of amortisable
assets are:
Class of Intangible
Trademarks
Capitalised Software
Digital Assets
Amortisation Rate
per annum
5-10%
33%
10%
i. Plant and Equipment
Each class of plant and equipment is carried at cost or fair
value less, where applicable, any accumulated depreciation
and impairment losses.
Plant and equipment are measured on the cost basis and
are therefore carried at cost less accumulated depreciation
and any accumulated impairment losses. In the event the
carrying amount of plant and equipment is greater than the
estimated recoverable amount, the carrying amount is written
down immediately to the estimated recoverable amount and
impairment losses are recognised either in profit or loss. A
formal assessment of recoverable amount is made when
impairment indicators are present (refer to Note 3l. for details
of impairment).
The cost of fixed assets constructed within the consolidated
group includes the cost of materials, direct labour, borrowing
costs and an appropriate proportion of fixed and variable
overheads.
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 consolidated group and the cost
of the item can be measured reliably. All other repairs and
maintenance are recognised as expenses in profit or loss in
the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets including buildings
and capitalised lease assets, but excluding freehold land, is
depreciated on a straight-line basis over the asset’s useful
life to the consolidated group commencing from the time
the asset is held ready for use. Leasehold improvements
are depreciated over the shorter of either the unexpired
period of the lease or the estimated useful lives of the
improvements.
The depreciation rates used for each class of depreciable
assets are:
Class of Fixed Asset
Depreciation Rate
Plant and equipment
Furniture and fittings
Motor Vehicles
Leased plant and equipment
Leasehold improvements
Digital Assets
10-40%
10-20%
15-25%
5-20%
5-20%
10%
The assets’ residual value and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
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 gains or
losses are recognised in profit or loss when the item is
derecognised.
j. Leases
The Group as a lessee
At inception of a contract, the Group assesses if the contract
contains or is a lease. If there is a lease present, a right-of-use
asset and a corresponding lease liability are recognised by the
Group where the Group is a lessee. However, all contracts that
are classified as short-term leases (ie leases with a remaining
term of 12 months or less) and leases of low value assets are
recognised as operating expenses on a straight-line basis over
the term of the lease.
Initially the lease liability is measured at the present value of
the lease payments still to be paid at the commencement
date. The lease payments are discounted at the interest rate
implicit in the lease. If this rate cannot be readily determined,
the Group uses the incremental borrowing rate.
Lease payments included in the measurement of the lease
liability are as follows:
•
fixed lease payments less any lease incentives;
• variable lease payments that depend on an index
or rate, initially measured using the index or rate at the
commencement date;
•
•
the amount expected to be payable by the lessee under
residual value guarantees;
the exercise price of purchase options, if the lessee is
reasonably certain to exercise the options; and
• payments of penalties for terminating the lease, if the
lease term reflects the exercise of an option to terminate
the lease.
The right-of-use assets comprise the initial measurement of
the corresponding lease liability, any lease payments made at
or before the commencement day and any initial direct costs.
The subsequent measurement of the right-of-use assets is at
cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or
useful life of the underlying asset, whichever is the shortest.
Where a lease transfers ownership of the underlying asset
or the cost of the right-of-use asset reflects that the Group
anticipates exercising a purchase option, the specific asset is
depreciated over the useful life of the underlying asset.
Short-term leases
The Group has elected not to recognise lease liabilities for
short-term leases that have a lease term of 12 months or less.
The Group recognises the lease payments associated with
these leases as an expense on a straight-line basis over the
lease term.
k. Impairment Testing of Goodwill, Other Intangible Assets
and Property, Plant and Equipment
For impairment assessment purposes, assets are grouped
at the lowest levels for which there are largely independent
cash inflows (cash-generating units). As a result, some assets
are tested individually for impairment and some are tested at
cash-generating unit level. Goodwill is allocated to those cash-
generating units that are expected to benefit from synergies
of the related business combination and represent the lowest
level within the Group at which management monitors
goodwill.
5 7
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
Cash-generating units to which goodwill has been allocated
(determined by the Group’s management as equivalent to
its operating segments) are tested for impairment at least
annually. All other individual assets or cash-generating units
are tested 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 or cash-generating unit’s carrying amount exceeds
its recoverable amount, which is the higher of fair value less
costs to sell and value-in- use. To determine the value-in-use,
management estimates expected future cash flows from each
cash- generating unit and determines a suitable interest rate
in order to calculate the present value of those cash flows.
The data used for impairment testing procedures are directly
linked to the Group’s latest approved budget, adjusted as
necessary to exclude the effects of future reorganisations
and asset enhancements. Discount factors are determined
individually for each cash-generating unit and reflect
management’s assessment of respective risk profiles, such as
market and asset-specific risks factors.
Impairment losses for cash-generating units reduce first the
carrying amount of any goodwill allocated to that cash-
generating unit. Any remaining impairment loss is charged pro
rata to the other assets in the cash-generating unit. With the
exception of goodwill, all assets are subsequently reassessed
for indications that an impairment loss previously recognised
may no longer exist. An impairment charge is reversed if
the cash-generating unit’s recoverable amount exceeds its
carrying amount.
l. Financial Instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions of
the financial instrument, and are measured initially at fair value
adjusted by transactions costs, except for those carried at fair
value through profit or loss, which are measured initially at
fair value. Subsequent measurement of financial assets and
financial liabilities are described below.
Financial assets are derecognised when the contractual rights
to the cash flows from the financial asset expire, or when
the financial asset and all substantial risks and rewards are
transferred. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
Classifications are determined by both:
• The entities business model for managing the financial
asset
• The contractual cash flow characteristics of the financial
assets
All income and expenses relating to financial assets that are
recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment
of trade receivables, which is presented within other expenses.
Subsequent measurement financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets
meet the following conditions (and are not designated as
FVPL):
•
•
they are held within a business model whose objective is
to hold the financial assets and collect its contractual cash
flows
the contractual terms of the financial assets give rise to
cash flows that are solely payments of principal and
interest on the principal amount outstanding
After initial recognition, these are measured at amortised cost
using the effective interest method. Discounting is omitted
where the effect of discounting is immaterial. The Group’s
cash and cash equivalents, trade and most other receivables
fall into this category of financial instruments.
Impairment of Financial assets
AASB 9’s impairment requirements use more forward
looking information to recognise expected credit losses – the
‘expected credit losses (ECL) model’. Instruments within the
scope of the new requirements include loans and other debt-
type financial assets measured at amortised cost and FVOCI,
trade receivables, contract assets recognised and measured
under AASB 15 and loan commitments and some financial
guarantee contracts (for the issuer) that are not measured at
fair value through profit or loss.
The Group considers a broader range of information when
assessing credit risk and measuring expected credit losses,
including past events, current conditions, reasonable and
supportable forecasts that affect the expected collectability
of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is
made between:
Classification and subsequent measurement
Except for those trade receivables that do not contain a
significant financing component and are measured at the
transaction price in accordance with AASB 15, all financial
assets are initially measured at fair value adjusted for
transaction costs (where applicable)
•
•
financial instruments that have not deteriorated
significantly in credit quality since initial recognition or
that have low credit risk (‘Stage 1’) and
financial instruments that have deteriorated significantly in
credit quality since initial recognition and whose credit risk
is not low (‘Stage 2’).
For the purpose of subsequent measurement, financial
assets other than those designated and effective as hedging
instruments are classified into the following categories upon
initial recognition:
• amortised cost
•
fair value through profit or loss (FVPL)
• equity instruments at fair value through other
comprehensive income (FVOCI)
• debt instruments at fair value through other
comprehensive income (FVOCI)
5 8
‘Stage 3’ would cover financial assets that have objective
evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first
category while ‘lifetime expected credit losses’ are recognised
for the second category.
Measurement of the expected credit losses is determined
by a probability-weighted estimate of credit losses over the
expected life of the financial instrument.
Low credit risk operational simplification approach
If a financial asset is determined to have low credit risk at the
initial reporting date, the Group assumes that the credit risk
has not increased significantly since initial recognition.
In order to make such a determination that the financial asset
has low credit risk, the Group applies its internal credit risk
ratings or other methodologies using a globally comparable
definition of low credit risk.
A financial asset is considered to have low credit risk if:
•
•
there is a low risk of default by the borrower;
the borrower has strong capacity to meet its contractual
cash flow obligations in the near term;
• adverse changes in economic and business conditions
in the longer term may, but not necessarily will, reduce
the ability of the borrower to fulfil its contractual cash flow
obligations.
A financial asset is not considered to carry low credit risk
merely due to existence of collateral, or because a borrower
has a risk of default lower than the risk inherent in the
financial assets, or lower than the credit risk of the jurisdiction
in which it operates.
Recognition of expected credit losses in financial statements
At each reporting date, the Group assesses the credit risk and
recognises a loss allowance if appropriate. Any movement in
the loss allowance from prior year is treated as an impairment
gain or loss in the statement of profit or loss and other
comprehensive income.
The carrying amount of financial assets measured at
amortised cost includes the loss allowance relating to that
asset.
Classification and measurement of financial liabilities
As the accounting for financial liabilities remains largely
unchanged from AASB 139, the Group’s financial liabilities
were not impacted by the adoption of AASB 9. However, for
completeness, the accounting policy is disclosed below.
The Group’s financial liabilities include borrowings, trade and
other payables.
Financial liabilities are initially measured at fair value, and,
where applicable, adjusted for transaction costs unless the
Group designated a financial liability at fair value through
profit or loss.
Subsequently, financial liabilities are measured at amortised
cost using the effective interest method.
All interest-related charges and, if applicable, changes in an
instrument’s fair value that are reported in profit or loss are
included within finance costs or finance income.
m. Trade and other payables
production overheads, based on normal operating capacity.
Costs of ordinarily interchangeable items are assigned using
the first in, first out cost formula. Net realisable value is the
estimated selling price in the ordinary course of business less
any applicable selling expenses.
o. Income taxes
Tax expense recognised in profit or loss comprises the sum
of deferred tax and current tax not recognised in other
comprehensive income or directly in equity.
Current income tax assets and/or liabilities comprise those
obligations to, or claims from, the Australian Taxation Office
(ATO) and other fiscal authorities relating to the current or
prior reporting periods that are unpaid at the reporting date.
Current tax is payable on taxable profit, which differs from
profit or loss in the financial statements. Calculation of current
tax is based on tax rates and tax laws that have been enacted
or substantively enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability
method on temporary differences between the carrying
amounts of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of
goodwill or on the initial recognition of an asset or liability
unless the related transaction is a business combination or
affects tax or accounting profit. Deferred tax on temporary
differences associated with investments in subsidiaries and
joint ventures is not provided if reversal of these temporary
differences can be controlled by the Group and it is probable
that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without
discounting, at tax rates that are expected to apply to their
respective period of realisation, provided the expected rates
are enacted or substantively enacted by the end of the
reporting period.
Deferred tax assets are recognised to the extent that it is
probable that they will be able to be utilised against future
taxable income, based on the Group’s forecast of future
operating results which is adjusted for significant non-taxable
income and expenses and specific limits to the use of any
unused tax loss or credit. Deferred tax liabilities are always
provided for in full.
Deferred tax assets and liabilities are offset only when the
Group has a right and intention to set off current tax assets
and liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognised
as a component of tax income or expense in profit or loss,
except where they relate to items that are recognised in other
comprehensive income (such as the revaluation of land) or
directly in equity, in which case the related deferred tax is
also recognised in other comprehensive income or equity,
respectively.
Trade and other payables represent the liabilities for goods
and services received by the consolidated group that remain
unpaid at the end of the reporting period. The balance is
recognised as a current liability with the amounts normally
paid within 30 days of recognition of the liability.
Viva Leisure Limited and its wholly-owned Australian
controlled entities have implemented the tax consolidation
legislation. As a consequence, these entities are taxed as a
single entity and the deferred tax assets and liabilities of these
entities are set off in the consolidated financial statements.
n. Inventories
p. Cash and Cash Equivalents
Inventories are stated at the lower of cost and net realisable
value. Cost includes all expenses directly attributable to the
manufacturing process as well as suitable portions of related
Cash and cash equivalents include cash on hand, deposits
held at call with banks, other short-term highly liquid
investments with original maturities of three months or
5 9
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the statement of financial
position.
q. Employee Benefits
Short-term employee benefits
Provision is made for the consolidated group’s obligation
for short-term employee benefits. Short-term employee
benefits are benefits (other than termination benefits) that are
expected to be settled wholly before 12 months after the end
of the annual reporting period in which the employees render
the related service, including wages and salaries. Short-
term employee benefits are measured at the (undiscounted)
amounts expected to be paid when the obligation is settled.
The consolidated group’s obligations for short-term
employee benefits such as wages, salaries and sick leave are
recognised as part of provisions in the statement of financial
position.
Other long-term employee benefits
Provision is made for employees’ long service leave and
annual leave entitlements not expected to be settled wholly
within 12 months after the end of the annual reporting period
in which the employees render the related service. Other
long-term employee benefits are measured at the present
value of the expected future payments to be made to
employees. Expected future payments incorporate anticipated
future wage and salary levels, durations of service and
employee departures and are discounted at rates determined
by reference to market yields at the end of the reporting
period on government bonds that have maturity dates
that approximate the terms of the obligations. Upon the
remeasurement of obligations for other long-term employee
benefits, the net change in the obligation is recognised in
profit or loss as part of employee benefits expense.
The consolidated group’s obligations for long-term
employee benefits are presented as non-current provisions
in its statement of financial position, except where the
consolidated group does not have an unconditional right to
defer settlement for at least 12 months after the end of the
reporting period, in which case the obligations are presented
as current provisions.
All employees of the consolidated group receive defined
contribution superannuation entitlements, for which the
consolidated group pays the fixed superannuation guarantee
contribution (currently 10.0% of the applicable employee’s
average ordinary salary) to the employee’s superannuation
fund of choice. All contributions in respect of employees’
defined contribution entitlements are recognised as an
expense when they become payable. The consolidated
group’s obligation with respect to employees’ defined
contribution entitlements is limited to its obligation for
any unpaid superannuation guarantee contributions at
the end of the reporting period. All obligations for unpaid
superannuation guarantee contributions are measured at
the (undiscounted) amounts expected to be paid when the
obligation is settled and are presented as current liabilities in
the consolidated group’s statement of financial position.
All goods and services received in exchange for the
grant of any share-based payment are measured at their
fair values. Where employees are rewarded using share-
based payments, the fair values of employees’ services are
determined indirectly by reference to the fair value of the
equity instruments granted. This fair value is appraised at the
grant date and excludes the impact of non-market vesting
conditions (for example profitability and sales growth targets
and performance conditions).
All share-based remuneration is ultimately recognised as an
expense in profit or loss with a corresponding credit to share
option reserve. If vesting periods or other vesting conditions
apply, the expense is allocated over the vesting period, based
on the best available estimate of the number of share options
expected to vest.
Non-market vesting conditions are included in assumptions
about the number of options that are expected to become
exercisable. Estimates are subsequently revised if there is any
indication that the number of share options expected to vest
differs from previous estimates. Any cumulative adjustment
prior to vesting is recognised in the current period. No
adjustment is made to any expense recognised in prior
periods if share options ultimately exercised are different to
that estimated on vesting.
Upon exercise of share options, the proceeds received net
of any directly attributable transaction costs are allocated to
share capital up to the nominal (or par) value of the shares
issued with any excess being recorded as share premium.
s. Provisions
Provisions are recognised when the consolidated group has a
legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will
result, and that outflow can be reliably measured. Provisions
are measured using the best estimate of the amounts required
to settle the obligation at the end of the reporting period.
t. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the
amount of GST, except where the amount of GST incurred is
not recoverable from the Australian Taxation Office (ATO).
In these circumstances the GST is recognised as part of the
cost of acquisition of the asset or as part of an item of the
expense.
Receivables and payables are stated inclusive of the amount
of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the ATO is included with
other receivables or payables in the statement of financial
position.
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or financing
activities, which are recoverable from or payable to the ATO,
are presented as operating cash flows included in receipts
from customers or payments to suppliers.
u. Comparative Figures
r. Share-based Employee Remuneration
The Group operates equity-settled share-based remuneration
plans for its employees (see note 20). None of the Group’s
plans feature any options for a cash settlement.
When required by Accounting Standards, comparative figures
have been adjusted to conform to changes in presentation
for the current financial year. The comparatives reflect the
consolidated group.
6 0
Where the consolidated group retrospectively applies an
accounting policy, makes a retrospective restatement of items
in the financial statements or reclassifies items in its financial
statements, a third statement of financial position as at the
beginning of the preceding period in addition to the minimum
comparative financial statements is presented.
v. Changes in Significant Accounting Policies
There were no changes in significant accounting policies
during the year.
w. New and revised Australian Accounting Standards and
Interpretations on issue but not yet effective
At the date of the financial statements, the Group has not
applied the following new and revised Australian Accounting
Standards, Interpretations and amendments that have been
issued but are not yet effective:
Standard/amendment
Effective for annual
reporting periods
beginning on or
after
Provision for make good
A provision has been made for the present value of
anticipated costs for future restoration of leased premises.
The provision includes future cost estimates associated with
vacating of premises. The calculation of this provision requires
assumptions such as the exit date and cost estimates. The
provision recognised is periodically reviewed and updated
based on the facts and circumstances available at the time.
Changes to the estimated future costs are recognised in the
statement of financial position by adjusting the asset and the
provision. Reductions in the provision that exceed the carrying
amount of the asset are recognised in profit or loss.
Business combinations
Management uses valuation techniques in determining the
fair values of the various elements of a business combination.
Particularly, the fair value of contingent consideration is
dependent on the outcome of many variables that affect
future profitability.
Lease term and option to extend under AASB16
The lease term is defined as the non-cancellable period of a
lease together with periods covered by an option to extend
the lease if the lessee is reasonably certain to exercise that
option; and also periods covered by an option to terminate
the lease if the lessee is reasonably certain not to exercise that
option.
AASB 2021-2 Amendments to
Australian Accounting Standards
– Disclosure of Accounting
Policies and Definition of
Accounting Estimates
AASB 2020-1, AASB 2020-6
Classification of Liabilities as
Current or Non-current
1 January 2023
1 January 2024
The decision on whether or not the options to extend are
reasonably going to be exercised is a key management
judgement that the entity will make. The Group determines
the likeliness to exercise on a lease-by-lease basis looking at
various factors such as which assets are strategic and which
are key to future strategy of the entity.
x. Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgements incorporated
into the financial statements based on historical knowledge
and best available current information. Estimates assume a
reasonable expectation of future events and are based on
current trends and economic data, obtained both externally
and within the consolidated group.
Key estimates and uncertainty
Information about estimates and assumptions that have the
most significant effect on recognition and measurement of
assets, liabilities, income and expenses is provided below.
Actual results may be substantially different.
Impairment
In assessing impairment, management estimates the
recoverable amount of each asset or cash- generating unit
based on expected future cash flows and uses an interest
rate to discount them. Estimation uncertainty relates
to assumptions about future operating results and the
determination of a suitable discount rate.
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of
depreciable assets at each reporting date, based on the
expected utility of the assets.
6 1
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
› NOT E 4 – REV ENUE AND OTHER INCOME
› NOT E 7 – SEG ME NT REPO R TI NG
Management have determined that the Group operates in one business segment – health club operations; and one main
geographic segment. Refer to Note 4 for the revenue splits between the revenue with contracts from customers and franchise
operations.
› NOT E 8 – NOT E 8
I NCOM E TAX EXPENS E
The major components of tax expense and the reconciliation of expected tax expense based on the effective tax rate of Viva
Leisure Limited at 30.0% (2022:30.0%) and the reported tax expense in profit or loss are as follows:
Revenue from contracts with customers
Income from franchise operations
Other sources of income
Total revenue and other income
The group operates in one segment, health club services.
a. Revenue from contracts with customers
a. Income from franchise operations
Timing of revenue recognition
Over time
At a point in time
Total revenue from contracts with customers
b. Other Revenue
Interest received
Rent received
Gain on disposal of property, plant and equipment
Total other revenue
2023
$
133,558,297
7,481,898
2022
$
84,132,492
6,630,146
141,040,195
90,762,638
142,029
69,088
141,182,224
90,831,726
4a
4a
4b
133,558,297
7,481,898
84,132,492
6,630,146
141,040,195
90,762,638
138,345,829
2,694,366
141,040,195
87,798,838
2,963,800
90,762,638
40,437
55,357
46,235
142,029
8,747
60,341
-
69,088
Profit / (loss) before tax
Domestic tax rate
Prima facie tax expense
Adjustment for non-deductible expenses:
Non-deductible expenses
Prior year’s over provision of tax
Income tax (benefit) / expense
Tax expense comprises
Current tax expense
Deferred tax expense
› NOT E 5 – P RO FIT / (LOSS) FOR THE YEAR
› NOT E 9 – C AS H AND CAS H E Q U IVALE NTS
2023
$
2022
$
Loss before income tax from continuing operations includes the following
specific expenses:
• Amounts expensed as part of business combinations and acquisition
82,856
5 0 5 , 074
opportunities
• Short term lease payments
• Amounts expensed as part of capital raises and debt restructure
• Costs relating to contractual matters with AFM Franchisees
3 3 , 4 1 2
-
-
121,181
125,000
92,746
Cash at bank and on hand
Short-term bank deposits
Cash backed bank guarantees
The effective interest rate on short-term bank deposits was 4.1% (2022: 1.00%).
› NOT E 6 – FINANCE COSTS AND FINANCE INCOME
Interest expense from borrowings at amortised cost:
External entities
Interest expenses for finance lease arrangements
Total interest expense
2023
$
2022
$
1,919,179
14,356,750
16,275,929
1,327,436
13,894,446
15,221,882
2023
$
2022
$
5,056,794
(17,140,752)
30.0%
1,517,038
30.0%
(5,142,226)
128,530
(6,899)
80,405
62,286
1,638,669
(4,999,535)
3,296,763
(2,255,515)
(1,658,095)
(2,744,020)
1,638,669
(4,999,535)
2023
$
6,733,869
-
94,615
2022
$
4,301,938
1,536,327
4,231,304
6,828,484
10,069,569
6 2
6 3
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 › NOT E 10 – TRA DE AND OTHER RECEIVABL ES
› NOT E 1 2 – OT HER ASS ETS
Current
Trade receivables
Other receivables
Sub leases receivable
Total current trade and other receivables
Non-current
Sub leases receivable
Total non-current trade and other receivables
2023
Plus Fitness - franchise fees and territory
openings
Trade receivables
Other receivables and sub-leases receivable
2022
Plus Fitness - franchise fees and territory
openings
Trade receivables
Other receivables and sub-leases receivable
2023
$
2022
$
1,640,089
75,057
47,906
1,763,052
729,346
35,297
63,981
828,624
238,981
238,981
158,001
158,001
Current
>30 days
past due
>60 days
past due
>90 days
past due
Total
$
$
$
$
$
328,623
147,845
12,946
288,124
777,538
810,720
122,964
6,389
21,987
23,454
862,550
-
-
-
122,964
1,262,307
154,234
34,933
311,578
1,763,052
Current
>30 days
past due
>60 days
past due
>90 days
past due
Total
$
$
$
$
$
98,415
24,970
6,648
151,111
281,144
182,959
99,278
17,368
-
12
-
247,863
448,202
-
99,278
380,652
42,338
6,660
398,974
828,624
The net carrying of trade receivables is considered a reasonable approximation of fair value. None of the past due receivables
are considered impaired.
› NOT E 11 – IN VENTORIES
Current
At cost or lower of net realisable value
Finished goods
2023
$
2022
$
889,544
889,544
809,462
809,462
Current
Prepayments
Non-Current
Cash bonds receivable
2023
$
2022
$
1,737,715
1,737,715
1,460,502
1,460,502
1,542,628
1,542,628
1,425,841
1,425,841
Bonds relate to amounts set aside against rental obligations to landlords where the Company is a lessee.
› NOT E 1 3 - B O RR OWI NGS
At amortised cost:
Bank loans
Current
Non-current
2023
$
2022
$
2023
$
2022
$
5,310,292
4,435,032
14,083,981
15,695,868
5,310,292
4,435,032
14,083,981
15,695,868
There are several asset specific security interests registered on the PPS Register against members of the Group listed at Note
30.
In addition, the bank loans mature on 28 May 2025 and the facility agreement specifies the following security interests:
1. First ranking General Security Interest from each Obligor comprising first ranking charge over all present and after acquired
property.
2. First ranking charge over any assets financed under the Equipment Finance Facility.
3. Account Set offs from Viva Leisure Property Pty Ltd over Deposits totalling $50,000 (relating to security for all cash covered
bank guarantees issued in the name of Viva Leisure Property Pty Ltd).
4. The interest rate payable on the drawn balance of the market rate loan is BBSY plus 3.98%. At 30 June 2023 this amounted
to 8.17% (FY2022 6.16%).
6 4
6 5
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
› NOTE 14 - PRO PERTY, PLAN T AND EQUIPMENT
› NOT E 1 5 – INTANGI B LES
Details of the Group’s property, plant and equipment and their carrying amounts are as follows:
Details of the Group’s intangibles and their carrying amounts are as follows:
Gross carrying amount
Balance at 1 July 2022
Additions
Acquisitions through business combinations
Disposals
Depreciation expense
Plant and
Equipment
Furniture
and
Fittings
Motor
Vehicles
Leasehold
Improvements
$
$
$
$
Total
$
10,641,817
1,100,010
231,717
40,036,011
52,009,555
2,431,548
218,100
278,958
13,508,110
16,436,716
624,400
(382,137)
-
-
(8,408)
-
-
624,400
(390,545)
(2,381,778)
(260,573)
(104,499)
(5,932,124)
(8,678,974)
Carrying amount at 30 June 2023
10,933,850
1,057,537
397,768
47,611,997
60,001,152
At cost
Accumulated depreciation
Written down value
20,008,663
2,824,229
848,366
63,871,031
87,552,289
(9,074,813)
(1,766,692)
(450,598)
(16,259,034)
(27,551,137)
10,933,850
1,057,537
397,768
47,611,997
60,001,152
Plant and
Equipment
Furniture
and
Fittings
Motor
Vehicles
Leasehold
Improvements
Total
$
$
$
$
$
Balance at 1 July 2021
Additions
14,931,462
1,052,726
286,074
35,437,422
51,707,684
1,611,739
301,333
50,165
9,471,739
11,434,976
Acquisitions through business combinations
Disposals
Depreciation expense
Carrying amount at 30 June 2022
At cost
Accumulated depreciation
Written down value
1,699,967
(5,469,696)
(2,131,656)
10,641,816
17,765,791
(7,123,974)
10,641,817
-
-
-
(21,390)
-
-
1,699,967
(5,491,086)
(254,048)
(83,132)
(4,873,150)
(7,341,986)
1,100,011
231,717
40,036,011
52,009,555
2,616,755
616,347
50,368,014
71,366,907
(1,516,745)
(384,630)
(10,332,003)
(19,357,352)
1,100,010
2 3 1 ,7 1 7
40,036,011
52,009,555
Gross carrying amount
Balance at 1 July 2022
Additions/adjustments
Goodwill
Trademarks
Capitalised
Software
Digital
Assets
$
$
$
$
Total
$
64,811,736
114,122
1,204,494
70,941
66,201,293
(44,659)
56,643
3,196,263
(27,575)
3,180,672
Acquisitions through business combination
6,490,100
-
-
-
-
6,490,100
-
(20,349)
(1,082,163)
(4,259)
(1,106,771)
Other movements
Amortisation expense
Carrying amount at 30 June 2023
71,257,177
150,416
3,318,594
39,107
74,765,294
At cost
Accumulated depreciation
Written down value
71,257,177
215,969
5,861,307
60,873
77,395,326
-
(65,553)
(2,542,713)
(21,766)
(2,630,032)
71,257,177
150,416
3,318,594
39,107
74,765,294
Gross carrying amount
Balance at 1 July 2021
Additions
Goodwill
Trademarks
Capitalised
Software
Digital
Assets
$
$
$
$
Total
$
46,905,229
127,625
831,748
51,282
47,915,884
-
270
960,834
27,575
988,679
Acquisitions through business combination
17,906,507
-
-
-
17,906,507
Amortisation expense
-
(13,773)
(588,088)
(7,916)
(609,777)
Carrying amount at 30 June 2022
64,811,736
114,122
1,204,494
70,941
66,201,293
At cost
Accumulated depreciation
Written down value
64,811,736
159,326
2,671,920
88,448
67,731,430
-
(45,204)
(1,467,426)
(17,507)
(1,530,137)
64,811,736
114,122
1,204,494
70,941
66,201,293
All amortisation is included in within depreciation and amortisation expense.
All depreciation charges are included within depreciation, amortisation and impairment of non-financial assets.
15.1 Impairment Testing
For the purpose of annual impairment testing, the Group has one cash-generating unit which is expected to benefit from the
synergies of the business combinations in which the goodwill arises.
The following key assumptions were used in the value-in-use calculations:
Revenue Growth
Rate
Expense Growth
Rate
Discount Rate
Health Clubs
4%
3%
6.47%
The recoverable amount above is determined based on value-in-use calculations. Value-in-use is calculated based on the present
value of cash flow projections over a five-year period plus a terminal value calculated using a terminal multiple of 5x for health
clubs and 8x for the Plus Fitness franchise business as determined by management. The present value of the expected cash
flows is determined by applying an estimated weighted average cost of capital (WACC) of 6.47%.
6 6
6 7
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
15.2 Growth Rates
The growth rates reflect the estimated long-term average growth rates for mature health clubs.
› NOT E 1 6 – TAX
15.3 Discount Rates
The discount rates reflect appropriate adjustments relating to market risk and any specific risk factors.
15.4 Cash Flow Assumptions
Management’s key assumptions include stable profit margins, based on past experience in this market. The Group’s management
believes that this is the best available input for forecasting this mature market. Cash flow projections reflect stable profit margins
achieved immediately before the budget period. No expected efficiency improvements have been taken into account and prices
and wages reflect publicly available forecasts of inflation for the industry.
Apart from the considerations described in determining the value-in-use of the cash-generating units above, management is not
currently aware of any other probable changes that would necessitate changes in its key estimates.
1 July
2022
$
Recognised
in Equity
Recognised in
Profit and Loss
30 June
2023
$
$
$
Non-Current Assets
Property, plant and equipment
Leased assets
Other intangible assets
Non-Current Liabilities
Provisions
Lease liabilities
Deferred legal costs
Current Liabilities
Provisions
Accruals
Lease liabilities
Equity
Costs of IPO allocated direct to equity
Represented by:
Deferred Tax Assets
Deferred Tax Liabilities
1,924,385
(67,307,526)
(70,073)
2,290,217
64,723,394
998,626
894,775
24,000
8,625,929
112,463
12,216,190
77,669,403
(65,453,213)
12,216,190
-
-
-
-
-
-
-
-
-
-
-
576,650
2,501,035
413,104
(66,894,422)
70,073
-
298,419
(902,141)
(351,733)
2,588,636
63,821,253
646,893
75,878
6,000
970,653
30,000
1,584,307
10,210,236
(112,463)
-
1,658,095
13,874,285
598,268
78,267,672
1,059,827
(64,393,387)
1,658,095
13,874,285
1 July
2021
Recognised
in Equity
Recognised in
Profit and Loss
30 June
2022
$
$
$
$
921,009
(61,465,096)
(69,785)
59,265,944
985,228
2,038,253
6,782,439
290,044
9,331,591
-
-
-
-
-
-
-
140,579
140,579
1,003,375
1,924,384
(5,842,429)
(67,307,525)
(287)
(70,072)
5,457,450
64,723,394
13,397
(1,143,478)
1,843,490
(318,160)
2,744,020
998,625
894,775
8,625,929
112,463
12,216,190
Non-Current Assets
Property, plant and equipment
Leased assets
Other intangible assets
Non-Current Liabilities
Provisions
Lease liabilities
Deferred legal costs
Current Liabilities
Provisions
Accruals
Lease liabilities
Contract liabilities
Equity
Costs of IPO allocated direct to equity
(60,564,445)
-
(4,888,768)
(65,453,213)
9,331,591
140,579
2,744,020
12,216,190
Represented by:
Deferred Tax Assets
69,896,036
140,579
7,632,788
77,669,403
Deferred Tax Liabilities
(60,564,445)
-
(4,888,768)
(65,453,213)
9,331,591
140,579
2,744,020
12,216,190
6 8
All deferred tax assets have been recognised in the statement of financial position.
6 9
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 Tax Payable
CURRENT
2023
$
2022
$
› NOT E 1 9 – LE ASE S
Income tax (receivable)/payable
3,734,145
(1,153,991)
(i) AASB 16 related amounts recognised in the balance sheet
› NOT E 17 – TRA DE AND OTHER PAYABLES
Current
Trade payables
Sundry payables and accrued expenses
2023
$
2022
$
6,630,830
2,714,588
9,345,418
5,187,628
1,820,075
7,007,703
All amounts are short-term. The carrying values of trade and other payables are considered to be the fair value.
› NOTE 18 – CONTRACT LIABILITIES
Current
Amounts received in advance for sale of gym memberships
Amounts received in advance for franchise licence sales
Total contract liabilities
Refer to note 3 e. for the revenue recognition policy.
2023
$
2022
$
1,772,131
1,720,907
1,693,356
935,190
3,493,038
2,628,546
RIGHT OF USE ASSETS
Leased buildings:
Opening balance
Additions to right-of-use assets
Depreciation expense
Net carrying amount
Leased equipment: *
Opening balance
Additions to right-of-use assets
Disposals of right-of-use assets
Depreciation expense
Net carrying amount
2023
$
2022
$
202,070,522
187,421,480
27,809,077
41,735,313
(30,351,387)
(27,086,271)
199,528,212
202,070,522
22,287,897
5,204,360
-
17,462,173
8,233,834
114,743
(4,039,064)
(3,522,853)
23,453,193
22,287,897
Total right-of-use assets
222,981,405
224,358,419
LEASE LIABILITIES
Leased buildings:
Opening balance
Additions to lease liabilities
Principal repayments
Net carrying amount
Leased equipment:
Opening balance
Additions to lease liabilities
Principal repayments
Net carrying amount
Total lease liabilities
Current liabilities
Non-current liabilities
225,522,126
27,078,699
204,620,113
40,467,271
(24,077,370)
(19,565,258)
228,523,455
225,522,126
18,975,616
5,249,770
(5,977,213)
18,248,173
15,541,163
8,562,249
(5,127,796)
18,975,616
246,771,628
244,497,743
34,034,119
29,107,442
212,737,509
215,390,301
246,771,628
244,497,743
Finance lease liabilities are secured against the underlying leased equipment and are at an average interest rate of 5.6%
(2022: 5.4%)
7 0
7 1
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 Net carrying amount
(ii) AASB 16 related amounts recognised in the statement of profit or loss
LTIs (Granted 12 November 2020)
Tranche 1 (50% of Options
– based on EPS CAGR)
Tranche 2 (50% of Options
– based on TSR CAGR)
CAGR over the three Financial Years
Ending 30 June 2023
Percentage of Options that Vest
Percentage of Options that Vest
2023
$
2022
$
Earnings per Share (EPS) and Total Shareholder Return (TSR) Cumulative Compound Annual Growth Rate (CAGR)
The percentage of options that vest for each EPS and TSR CAGR is illustrated in the following tables:
Depreciation charge related to right-of-use assets (included in total
depreciation and amortisation expense)
34,390,451
30,385,224
Less than 10% (minimum Target)
0%
Interest expense on lease liabilities (included in total finance costs)
14,356,750
13,894,446
(iii) Cash outflows relating to leases / rental payments
Property lease payments
Equipment lease payments
Total cash outflows for leases / rental payments
37,536,801
6,843,129
44,379,930
32,664,497
6,002,745
38,667,242
a. Options to Extend or Terminate
The options to extend or terminate are contained in several of the property leases of the Group. There were no extension
options for equipment leases. These clauses provide the Group opportunity to manage leases in order to align with its
strategies. All of the extension or termination options are only exercisable by the Group. The extension options or termination
options which management were reasonably certain to be exercised have been included in the calculation of the lease liability.
› NOTE 20 – EMPLOYEE REMUNERATION
10% to 15% (within target range)
Greater than 15%
(above maximum target)
50% - 100%
(on a straight-line basis)
100%
0%
0%
100%
Tranche 1 of the LTI options granted on 12 November 2020 have vested as the performance hurdle has been met.
LTIs (Granted 28 October 2021)
Tranche 1 (50% of Options
– based on EPS CAGR)
Tranche 2 (50% of Options
– based on TSR CAGR)
CAGR over the three Financial Years
Ending 30 June 2024
Percentage of Options that Vest
Percentage of Options that Vest
Less than 10% (minimum Target)
0%
10% to 15% (within target range)
Greater than 15%
(above maximum target)
Greater than 20%
50% - 100%
(on a straight-line basis)
100%
-
0%
0%
100%
100%
2023
$
2022
$
LTIs (Granted 24 October 2022)
Tranche 1 (50% of Options
– based on EPS CAGR)
Tranche 2 (50% of Options
– based on TSR CAGR)
20.1 Employee benefits - expense
Expenses recognised for employee benefits are analysed below:
Wages and salaries
Employee leave entitlements
Share based payments
Superannuation
Employee Benefits Expense
35,956,504
26,501,257
1,666,661
320,299
1,351,126
211,994
3,905,530
2,487,655
41,848,994
30,552,032
During the prior year ended 30 June 2022, the Company received JobSaver payments of $766,360.
20.2 Share-Based Employee Remuneration
As at 30 June 2023, the Company maintained a Long-Term Incentive (LTI) share-based payment scheme for employee
remuneration, which will be settled in equity.
Options granted to the Executive Team are under the LTI Plan. The vesting of those options will be subject to the satisfaction of
appropriate service-based conditions and/or performance hurdles determined by the Board;
Options granted under the LTI Plan carry no dividends or voting rights.
Long Term Incentives (LTIs)
The table below describes the performance hurdles and vesting conditions in accordance with the Long Term Incentive Plan in
relation to the 2,534,320 options granted to senior executives:
7 2
CAGR over the three Financial Years
Ending 30 June 2025
Percentage of Options that Vest
Percentage of Options that Vest
Less than 10% (minimum Target)
0%
10% to 15% (within target range)
50% - 100%
(on a straight-line basis)
Greater than 15%
(above maximum target)
Greater than 20%
100%
-
0%
0%
50% - 100%
(on a straight-line basis)
100%
• For the purposes of the above performance hurdles, EPS means the Basic Earnings per Share calculated by reference to the
Company’s audited financial statements.
• For the purposes of the above performance hurdles:
•
•
•
for the options granted on 12 November 2020, TSR means Total Shareholder Return and will be measured using
the VVA 20-day Volume Weighted Average Market Price (VWAP) for the twenty (20) trading days commencing from
the announcement of results for the financial year ended 30 June 2020 (TSR measure start date) to the same 20
trading period VWAP post the date of announcement of results for the year ended 30 June 2023 (TSR measure end
date);
for the options granted on 28 October 2021, TSR means Total Shareholder Return and will be measured using the VVA
15-day Volume Weighted Average Market Price (VWAP) for the fifteen (15) trading days commencing from the
announcement of results for the financial year ended 30 June 2021 (TSR measure start date) to the same 15 trading
period VWAP post the date of announcement of results for the year ended 30 June 2024 (TSR measure end date);
for the options granted on 24 October 2022, TSR means Total Shareholder Return and will be measured using the VVA
15-day Volume Weighted Average Market Price (VWAP) for the fifteen (15) trading days commencing from 1 July 2022
(TSR measure start date) to the 15 trading period VWAP from 1 July 2025.
• The Basic EPS may be adjusted for items which the Board, in its discretion, considers should be excluded from the EPS
result (such as items of a one-off and non-recurring nature).
• The performance hurdles will be tested only once the vesting condition has been met by the grantee senior executive and
following the Company’s audited accounts being finalised for each respective financial year end.
7 3
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
All options refer to options over ordinary shares of the Company, which are exercisable on a one-for- one basis under the terms
of the agreements.
› NOT E 21 – PROV IS IO NS
LTI
(Tranche 1)
LTI (Granted
20 Nov 2020)
LTI (Granted
28 Oct 2021)
LTI (Granted
24 Oct 2022)
No of
Options
No of
Options
No of
Options
No of
Options
Tranche
1 &2
No of
Options
Outstanding at 30 June 2022
295,000
1,213,334
412,000
-
2,400,000
Granted
Forfeited
Outstanding at 30 June 2023
Exercisable at 30 June 2023
-
295,000
-
-
-
-
-
613,986
-
-
2,400,000
1,213,334
412,000
613,986
-
-
-
-
-
The fair values of options granted were determined using the Black Scholes option pricing model. The following principal
assumptions were used in the valuation:
LTI
(Granted 20 Nov 2020)
LTI
(Granted 28 Oct 2021)
LTI
(Granted 24 Oct 2022)
Options
Options
Options
Grant date
12 November 2020
28 October 2021
24 October 2022
Vesting period ends
Release of FY2023 results
Release of FY2024 results Release of FY2025 Results
Share price at grant date ($)
Volatility
Option Life
Dividend yield
Risk free investment rate
Fair value at grant date
Exercise price at date of grant
2.75
25%
5 years
0%
2%
474,202
3.34
2.40
25%
3 years
0%
2%
238,960
Nil
1.23
25%
3 years
0%
2%
438,268
Nil
Exercisable from
Release of FY2023 Results Release of FY2024 Results Release of FY2025 Results
Exercisable to
16 October 2025
16 November 2024
30 Days post vesting
Weighted average remaining
contractual life
2.30 Years
1.38 Years
2.25 Years
The underlying expected volatility was determined by reference to historical data of comparable listed entities over a period of
time. No special features inherent to the options granted were incorporated into measurement of fair value.
For the LTI granted 20 November 2020, the Tranche 1 of those options have vested as the performance hurdle has been met
(see note 20.2).
In total, $320,299 (2022: $211,994) of employee remuneration expense (all of which related to equity-based payment
transactions) has been included in profit or loss and credited to share option reserve.
20.3 Employee benefits - liabilities
Current:
Employee leave entitlements
Non-Current:
Employee leave entitlements
2023
$
2022
$
3,235,519
2,982,583
414,447
277,809
Total employee obligations
3,649,966
3,260,392
Employee
Benefits
Property Make
Good
$
$
Total
$
Consolidated Group
Opening balance at 1 July 2022
Additional provisions
Amounts used
Balance at 30 June 2023
3,260,392
2,056,235
(1,666,661)
3,649,966
Current:
Employee benefits
Total current provisions
Non-Current:
Employee benefits
Property make good
Total non-current provisions
Total provisions
7,356,246
858,092
-
8,214,338
2023
$
10,616,638
2,914,327
(1,666,661)
11,864,304
2022
$
3,235,519
3,235,519
2,982,583
2,982,583
414,447
8,214,338
8,628,785
277,809
7,356,246
7,634,055
11,864,304
10,616,638
Provision for Employee Benefits
Provision for employee benefits represents amounts accrued for annual leave and long service leave. The current portion for
this provision includes the total amount accrued for annual leave entitlements and the amounts accrued for long service leave
entitlements that have vested due to employees having completed the required period of service. Based on past experience, the
Group does not expect the full amount of annual leave or long service leave balances classified as current liabilities to be settled
within the next 12 months. However, these amounts must be classified as current liabilities since the Group does not have an
unconditional right to defer the settlement of these amounts in the event employees wish to use their leave entitlement.
The non-current portion for this provision includes amounts accrued for long service leave entitlements that have not yet vested
in relation to those employees who have not yet completed the required period of service.
In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being
taken is based on historical data. The measurement and recognition criteria relating to employee benefits have been discussed
in Note 3 (r).
Provision for Property Make Good
A provision has been recognised for the costs to be incurred for the restoration of property leases for which the Group is a
lessee and where the obligation to make good is included as a condition of the lease. The provision is based on the present
value of estimated costs to restore the property at the end of each property lease term.
7 4
7 5
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 › NOTE 22 – EQUITY
22.1 Share Capital
› NOT E 23 – R ESE RVES
a. Common Control Reserve
The share capital of Viva Leisure consists only of fully paid ordinary shares. All shares are equally eligible to receive dividends
and the repayment of capital and represent one vote at the shareholders’ meeting of Viva Leisure.
2023
Shares
2022
Shares
2023
$
2022
$
Shares issued and fully paid:
Beginning of the year
89,514,240
81,956,221
128,064,691
116,677,780
Shares issued (less costs of offer)
771,813
7,558,019
916,159
11,386,911
Shares issued through exercise of options
Share buy back
-
(337,841)
-
-
-
(430,176)
-
-
Total contributed equity at 30 June
89,948,212
89,514,240
128,550,674
128,064,691
Capital Management
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term
shareholder value and ensure that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets.
A common control reserve was created when the Group restructure took place during the financial year ended 30 June 2019 as
it was determined to occur under the control of the same shareholders. A business combination involving entities or businesses
under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by
the same party or parties both before and after the business combination, and that the control is not transitory.
Where an entity within the group acquires an entity under common control, the acquirer consolidates the carrying values of the
acquired entity’s assets and liabilities from the date of acquisition. The consolidated financial statements of the group include
the acquired entity’s income and expenses from the date of acquisition onwards. Any difference between the fair value of the
consideration paid/transferred by the acquirer and the net assets/ (liabilities) of the acquired entity are taken to the common
control reserve.
Common Control Reserve
Beginning of the year
Net movement in common control reserve
2023
$
2022
$
(21,900,880)
(21,900,880)
-
-
Total common control reserve at 30 June
(21,900,880)
(21,900,880)
The Group is not subject to any externally imposed capital requirements.
b. Share Options Reserve
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure
in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to
shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.
This strategy is to ensure that the Group’s gearing ratio remains below 70%. The gearing ratios for the years ended 30 June
2023 and 30 June 2022 are as follows:
Total borrowings - Market Rate loan
Total borrowings – equipment finance leases
Total borrowings
Less cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
2023
$
19,394,273
18,248,173
37,642,446
2022
$
20,130,900
18,974,793
39,105,693
6,828,484
10,069,569
30,813,962
90,019,734
29,036,124
85,809,917
120,833,696
114,846,041
25.50%
25.28%
The share option reserve records items recognised as expenses on valuation of employee share options.
Share Options Reserve
Beginning of the year
Expiry of options to key management personnel
Expensing of options to key management personnel
Total share options reserve at 30 June
2023
$
505,743
(155,210)
320,299
670,832
2022
$
293,749
-
211,994
505,743
Total share options reserve at 30 June
21,230,048
21,395,137
7 6
7 7
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
› NOT E 24 – EA RNINGS PER SHARE AND DIVIDENDS
› NOT E 26 - AUD I TO R R EM UNE RATI O N
24.1 Earnings per Share
Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the Parent
Company as the numerator (i.e. no adjustments to profit were necessary in 2023 or 2022).
The reconciliation of the weighted average number of shares for the purposes of diluted earnings per share to the weighted
average number of ordinary shares used in the calculation of basic earnings per share is as follows:
Weighted average number of shares used in basic earnings per share
89,995,677
88,106,171
Shares deemed to be issued for no consideration in respect of options granted
4,218,600
4,248,731
Weighted average number of shares used in diluted earnings per share
94,214,277
92,354,902
2023
$
2022
$
Remuneration of the auditor for:
Audit and review of financial statements
Financial year ended 30 June
Half year ended 31 December
Other assurance engagements
Total audit services
Other non-audit services
Taxation and business services
Total non-audit services
Total auditor remuneration
2023
$
2022
$
74,800
38,500
10,200
123,500
29,435
29,435
156,208
68,000
35,000
9,500
112,500
40,275
40,275
152,775
24.2 Dividends
There were no dividends declared or paid during the year (2022: nil)
24.3 Franking Credits
2023
$
2022
$
› NOT E 27 – REL AT ED PAR TY T RA NSAC TI O NS
The Group’s related parties include key management of the Group which are considered to be any person(s) having authority
and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director
(whether executive or otherwise) of that entity.
The amount of franking credits available for subsequent reporting periods are:
Balance at the end of the reporting period
1,598,613
5,021,279
27.1 Transactions with Directors and Key Management Personnel
2023
$
2022
$
Franking credits that will arise from payment of (or receivable from) the amount of
provision for income tax (income tax receivable)
3,734,145
(2,338,931)
Short-term Employee Benefits:
Total franking credits
5,332,758
2,682,348
Wages and salaries (including bonuses and Annual Leave entitlements)
2,512,275
› NOTE 25 – RECONCILIATION OF CASH FLOWS
Cash flows from operating activities
Profit / (Loss) after income tax
Non-cash flows in profit / (loss)
— depreciation and amortisation
— tax effect of expenses taken to equity
— share based payments
— other non-cash items
2023
$
2022
$
3,403,535
(12,141,191)
44,175,889
38,336,988
-
320,299
-
140,579
211,994
26,942
— (increase)/decrease in trade and term debtors
(848,232)
(413,011)
— (increase)/decrease in other assets
— (increase)/decrease in deferred tax
— increase/(decrease) in payables
— increase/(decrease) in current tax
— increase/(decrease) in other liabilities
— increase/(decrease) in provisions
— increase/(decrease) in provisions
Net cash from operating activities
7 8
(474,082)
(1,658,095)
2,337,716
1,251,54 4
(2,838,941)
624,655
4,888,136
(1,606,020)
551,785
436,084
(2,153,757)
6,506,091
53,133,036
27,945,873
27,945,873
25,360,519
Superannuation
Long service leave
Share-based payments
Total remuneration
Short-term employee benefits
117,545
79,776
340,585
3,050,181
2,017,325
108,528
94,895
211,994
2,432,742
These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as all salary,
paid leave benefits, fringe benefits and cash bonuses awarded to KMP.
Post-employment benefits
These amounts are the statutory superannuation contributions made during the year.
Other long-term benefits
These amounts represent long service leave benefits accruing during the year, long-term disability benefits and deferred
bonus payments.
Share-based payments
These amounts represent the expense related to the participation of certain KMP in equity-settled benefit schemes as
measured by the fair value of the options granted on grant date (see Note 20.2)..
Further information in relation to KMP remuneration can be found in the directors’ report and at Note 20.
2023
$
2022
$
27.2 Related Party Properties
Total related party property transactions
2,687,596
2,396,913
7 9
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
Related parties continue to own several properties which are leased by the Group. The Board considers that each of these
arrangements are on arm’s length terms, commercial terms and are subject to the usual risks associated with other leases
entered by the Company. The Board has obtained independent valuation advice to confirm that the arrangements are arm’s
length
› NOT E 3 0 – I NTE RESTS I N S UB S I DI ARI ES
› NOT E 28 – CO N TINGENT LIABILITIES
The company has no contingent assets or liabilities.
› NOT E 29 – B US INESS COMBINATIONS
During the period the Group acquired 11 clubs from various vendors in as outlined below:
6
1
1
3
Plus
Rebalance
Healthworks
Independent
Sites
11
Total
$
$
$
$
$
Number of clubs
Acquisition
Purchase consideration
Amount settled in cash, net of cash
acquired
Amounts settled by issuing VVA
shares
Number of shares issued
Value of shares at issue date
771,813
916,159
-
-
-
-
-
-
771,813
916,159
Total consideration
4,732,464
230,339
170,500
1,708,746
6,842,049
Assets and liabilities acquired at
fair value
Property, plant and equipment
403,450
2 1 , 0 0 0
35,800
164,150
624,400
Other net identifiable assets /
(liabilities) acquired
Goodwill
(42,536)
339
(130,000)
(100,254)
(272,451)
4,371,550
209,000
4,732,464
230,339
264,700
170,500
1,644,850
6,490,100
1,708,746
6,842,049
Name of Subsidiary
Principal Activity
Viva Leisure Operations Pty Limited
Health club operation
Viva Leisure People Pty Limited
Health club operation
Viva Leisure Property Pty Limited
Health club operation
Viva Leisure Memberships Pty Limited
Health club operation
Viva Pay Pty Limited
Direct Debit Service Provider
Chain Collective Group Pty Limited
Parent company for franchise operations
Rebalance Pilates & Yoga Group Pty Limited
Health club operation
Psycle Life Pty Limited
The Club Group Pty Limited
Dormant
Dormant
The Club Group (Greenway) Pty Limited
Dormant
HIIT Republic Australia Pty Limited
Health club operation
Plus Fitness Pty Limited
Master franchisor for Plus Fitness (Aust)
Viva Leisure (NZ) Limited
NZ Parent
Viva Leisure Operations (NZ) Limited
NZ operations
Plus Fitness (NZ) Limited
Master franchisor for Plus Fitness (NZ)
Plus Fitness International Pty Limited
Club Lime Pty Limited
Club Pink Pty Limited
Club Blue Pty Limited
Club Swim Pty Limited
Club Team Pty Limited
GroundUp Studios Pty Limited
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Proportion of
Ownership Interests
held by the Group
30 June
2023
30 June
2022
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
3,816,304
230,339
170,500
1,708,746
5,925,889
Club MMM! Pty Limited
Dormant
Revenue and profit contribution from the date of acquisition until 30 June 2023
› NOT E 3 1 – CAPI TAL CO M M IT M ENTS
Revenue
1,609,979
80,608
362,585
1,281,141
3,334,313
At 30 June 2023, Viva Leisure Limited has no binding capital commitments
Profit before depreciation,
amortisation, interest and tax
(but including property rental costs)
319,055
17,841
436,900
455,450
1,229,246
At 30 June 2022, Viva Leisure Limited entered into a binding agreement for $0.85 million to purchase the following
health club:
Acquisition-related costs amounting to $30,454 for all acquisitions have been recognised as an expense in the consolidated
statement of profit or loss and other comprehensive income.
The goodwill arising from these business combinations is not expected to be deductible for tax purposes
• Plus Fitness – Hocking, WA
The acquisition was completed on 1 August 2022.
Contractual Commitments
Within 1 Year
$
1 to 5 Years
$
After 5 Years
$
Total
$
30 June 2023
30 June 2022
-
850,000
-
-
-
-
-
-
8 0
8 1
VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
› NOT E 32 – FIN ANCIAL INSTRUMENT RISK
32.2 Credit Risk Analysis
The Group is exposed to various risks in relation to financial instruments. The main types of risks are market risk, credit risk and
liquidity risk.
The Group’s risk management is coordinated at its headquarters, in close cooperation with the Board, and focuses on actively
securing the Group’s short to medium-term cash flows by minimising the exposure to financial markets.
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this risk for
various financial instruments, for example receivables to customers, placing deposits, investment in term deposits, etc.
Credit risk management
Credit risk management
The credit risk is managed on a group basis based on the Group’s credit risk management policies and procedures.
The Group does not actively engage in the trading of financial assets for speculative purposes, nor does it write options. The
most significant financial risks to which the Group is exposed are described below.
The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank
deposits and are only with major reputable financial institutions.
32.1 Market Risk Analysis
The majority of the Group’s customer pay on an upfront basis by way of direct debit and as such, the Group does not provide
for bad debts as revenue is not recorded until received.
The Group is exposed to market risk through its use of financial instruments and specifically to interest rate risk, which result
from its operating and investing activities.
32.3 Liquidity Risk Analysis
30 June 2023
Financial assets
Financial liabilities
Total exposure
30 June 2022
Financial assets
Financial liabilities
Total exposure
Interest rate sensitivity
Interest rate sensitivity
Short term exposure
$
Long term exposure
$
8 , 5 9 1 , 5 3 6
1,781,609
(20,910,864)
(26,077,000)
(12,319,328)
(24,295,391)
12,5 16,7 10
-
(17,089,730)
(29,023,746)
(4,573,020)
(29,023,746)
The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. Longer- term borrowings such
as equipment lease financed amounts are therefore usually at fixed rates. At 30 June 2023, the Group is exposed to changes in
market interest rates as its Bank Debt is at variable interest rates.
The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest rates of +/- 2%
(2022: +/- 2%). These changes are considered to be reasonably possible based on observation of current market conditions.
The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at
each reporting date that are sensitive to changes in interest rates. All other variables are held constant.
Profit for the Year
Equity
$
$
$
$
30 June 2023
30 June 2022
(251,316)
(102,395)
25 1,316
102,395
(251,316)
(102,395)
2 5 1 , 3 1 6
102,395
Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs by
monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows
due in day-to-day business. The data used for analysing these cash flows is consistent with that used in the contractual maturity
analysis below.
See Note 13 for details of borrowings during the financial periods under review.
32.4 Financial Risk Management
Within 1 Year
1 to 5 Years
Over 5 Years
Total
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
Consolidated Group
Financial liabilities due for payment
Trade and other
payables
9,345,418
7,007,703
-
-
9,345,418
7,007,703
Bank loans
6,669,899
4,435,032
14,890,108
15,695,868
21,560,007
20,130,900
Finance lease
liabilities
Total expected
outflows
47,626,783
29,107,442
157,193,376
94,175,412
106,432,862
121,214,889
311,253,021
244,497,743
63,642,100
43,178,723
172,083,484
109,871,280
106,432,862
121,214,889
342,158,446
274,264,892
Financial assets – cash flows realisable
Cash and cash
equivalents
Trade
receivables
Other assets
Total
6,828,484
10,069,569
-
1,763,052
828,625
238,981
-
828,625
1,542,628
anticipated
8,591,536
10,898,194
1,781,609
-
-
-
-
-
-
-
-
-
-
-
6,828,484
10,069,569
2,002,033
828,625
1,542,628
828,625
10,373,145
10,898,194
inflows
Net (outflow)/
inflow on
financial
instruments
(55,050,564)
(32,280,529)
(170,301,875)
(109,871,280)
(106,432,862)
(121,214,889)
(331,785,301)
(263,366,698)
8 2
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 › NOT E 33 – FA IR VALUE MEASUREMENT
Financial assets and financial liabilities measured at fair value in the statement of financial position are measured at amortised
cost
Contractual commitments
At 30 June 2023, Viva Leisure Limited has no binding capital commitments
At 30 June 2022, Viva Leisure Limited entered into a binding agreement for $0.85 million to purchase the following health club:
› NOTE 34 – PARENT ENTITY INFORM AT ION
• Plus Fitness – Hocking, WA
The acquisition was completed on 1 August 2022.
Statement of Financial Position
Current Assets
Non-Current Assets
Total Assets
Current Liabilities
Total Liabilities
Net Assets
Issued Capital
Reserves
Retained Earnings
Total Equity
2023
$
2022
$
106,401,799
105,915,818
11,838
11,838
106,413,637
105,927,656
12,087
12,087
12,087
12,087
106,401,550
105,915,569
128,550,673
128,064,691
(21,230,048)
(21,395,137)
(919,075)
(753,986)
106,401,550
105,915,568
30 June 2023
30 June 2022
Contractual Commitments
Within 1 Year
1 to 5
Years
After 5 Years
Total
$
-
850,000
$
-
-
$
-
-
$
-
-
› NOT E 35 – EVENTS AFTE R T HE R EPO R TI NG PER IO D
No matters or circumstances other than as referred to in this report, have arisen since the end of the financial year which
significantly affected or may significantly affect the operations of the consolidated group, the results of those operations, or the
state of affairs of the consolidated group in future financial years.
Statement of Profit and Loss and Other Comprehensive Income
› NOT E 3 6 - CO MPANY I NFO R M AT IO N
Loss for the year
Other comprehensive income
Total Comprehensive Income
Guarantees and Security Interests
(165,089)
(352,573)
-
-
(165,089)
(352,573)
Viva Leisure Limited is the Group’s Ultimate Parent Company. Viva Leisure Limited is a Public Company incorporated and
domiciled in Australia. The address of its registered office and its principal place of business is Unit 7, 141 Flemington Road,
Mitchell, ACT, Australia.
There are several asset specific security interests registered on the PPS Register against each of the members of the Group
listed at Note 31.
In addition, the bank loans mature on 28 May 2025 and the facility agreement specifies the following security interests:
1.
First ranking General Security Interest from each Obligor comprising first ranking charge over all present and after
acquired property.
2. First ranking charge over any assets financed under the Equipment Finance Facility.
3. Account Set offs from Viva Leisure Property Pty Ltd over Deposits totalling $50,000 (relating to security for all cash
covered bank guarantees issued in the name of Viva Leisure Property Pty Ltd)
4. The interest rate payable on the market rate loan is BBSY plus 3.98%
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
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VIVA LEISURE GROUP
DIRECTORS'
DECLARATION
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VI VA L EI SUR E GRO UP DI RE CTO RS D EC LARATI O N
1)
In the opinion of the Directors of Viva Leisure Ltd:
a) The consolidated financial statements and notes of Viva Leisure Ltd are in accordance with the
Corporations Act 2001, including:
i) Giving a true and fair view of its financial position as at 30 June 2023 and of its performance
for the financial year ended on that date; and
ii) Complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001; and
b) There are reasonable grounds to believe that Viva Leisure Ltd will be able to pay its debts as and
when they become due and payable.
2) The Directors have been given the declarations required by Section 295A of the Corporations Act 2001
from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2023.
3) Note 2 confirms that the consolidated financial statements also comply with International Financial
Reporting Standards.
Signed in accordance with a resolution of the Directors.
Director
H A R R Y K O N S T A N T I N O U
Dated this
10th day of August 2023
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INDEPENDENT
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
The following information is current as at 31 August 2023
1 . DI ST RI B UT IO N OF SHAR EHO L DE R S
The Distribution of issued capital is as follows:
Holding
100,001 and over
10,001 – 100,000
5,001 – 10,000
1,001 – 5,000
1 – 1,000
2. D ISTR IB UT IO N OF O PTI O NS
Holding
100,001 and over
10,001 – 100,000
5,001 – 10,000
1,001 – 5,000
1 – 1,000
3 . 20 LAR GEST SHARE HOL D ER S
Shareholder
SHJA MANAGEMENT PTY LTD
NATIONAL NOMINEES LIMITED
"CAPITAL PROPERTY CORPORATION PTY LTD
"
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
"BNP PARIBAS NOMS PTY LTD
"
HARRY KONSTANTINOU (AND ASSOCIATES)
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
MR JOHN KONSTANTINOU
"BNP PARIBAS NOMINEES PTY LTD
"
"PACIFIC L PTY LTD
"
BROADGATE INVESTMENTS PTY LTD
SPIROS KONSTANTINOU
PORTMAN TRADING PTY LTD
MR ANGELO KONSTANTINOU
EAST CONSOLIDATED PTY LTD
DIXSON TRUST PTY LIMITED
HEARTLAND MOTORS PTY LTD
"MR DEREK HILL & MRS JOANNA HILL "
Total No. of
Shares Held
No. of
Shareholders
80,918,554
5,973,697
1,186,820
1,447,892
421,249
89,948,212
40
218
156
609
791
1,814
Total No. of
Options Held
No. of Option
Holders
2,239,320
-
-
-
-
2,239,320
4
-
-
-
-
4
Number Held
% of Issued
Shares
21,688,434
10,934,991
9,614,214
8,745,831
7,593,643
6,468,541
1,946,432
1,730,167
1,502,446
1,279,903
1,083,614
955,900
949,036
942,067
900,000
532,170
466,667
394,327
330,000
284,400
24.11%
12.16%
10.69%
9.72%
8.44%
7.19%
2.16%
1.92%
1.67%
1.42%
1.20%
1.06%
1.06%
1.05%
1.00%
0.59%
0.52%
0.44%
0.37%
0.32%
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ADDITIONAL
INFORMATION
FOR LISTED
COMPANIES
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023
4. SU BSTA NTIAL SHAREHOLDERS
The names of the substantial shareholders listed in the holding company’s register as at 31 August 2023 are:
RE LAT ED PART Y L EAS E AG REE M ENTS
Substantial Shareholders
SHJA MANAGEMENT PTY LTD
NATIONAL NOMINEES LIMITED
Number of
Shares
% of Issued
Shares
21,688,434
10,934,991
24.11%
12.16%
CAPITAL PROPERTY CORPORATION PTY LTD
9,614,214
10.69%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
8,745,831
7,593,643
6,468,541
9.72%
8.44%
7.19%
5 . L ESS THA N MA RKETABLE PARCEL OF ORDINARY SHARES
There are 289 shareholders with an unmarketable parcel totalling 57,785 shares.
6 . UNQUOT ED EQUITY SECURITIES
The company had the following unquoted securities on issue as at 31 August 2023
Security
Unquoted Options
No. of Securities
2,239,320
7. RE STRICTED SECURITIES
The company had no restricted securities on issue as at 31 August 2023.
8 . VOT ING RIGHTS
In accordance with the Constitution each member present at a meeting whether in person, or by proxy, or by power of attorney,
or in a duly authorised representative in the case of a corporate member, shall have one vote on a show of hands, and one vote
for each fully paid ordinary share, on a poll. Performance rights and Options have no voting rights.
9. O N- MA RKET BUY BACKS
There is a current on-market buy-back in relation to the Company’s securities.
The on-market buy-back program will comply with the “10/12” limit under the Corporations Act 2001 (Cth) and therefore does
not require shareholder approval and will be executed at Viva Leisure’s discretion, through on market purchases to occur from
time to time throughout the approved period.
The buy-back commenced on 9 June 2023 and the buy-back period will run for the duration of one year, until 7 June 2024. The
share buy back price will be no more than 5% above the volume weighted price of the Company’s shares over the 5 trading days
prior to the purchase.
The timing and actual number of shares purchased under the buy-back, and other matters relating to the conduct of the
buy-back, will depend on the prevailing share price, market conditions, forecast future capital requirements and any other
considerations including any unforeseen circumstances.
Viva Leisure reserves the right to vary, suspend or terminate the buy-back at any time and there is no guarantee that the
Company will purchase any or all of the shares referred to above. An Appendix 3C in respect of the on-market share buy-back
will also be lodged.
The Company received a waiver from Listing 10.1 at time of listing to the extent necessary to permit the Company not
to seek shareholder approval in relation to rental payments made during the remaining initial terms of certain lease
agreements as set out in the following table. A condition of the ASX waiver is for inclusion of a summary of the material
terms of these lease agreements in each annual report of the Company during the terms of the leases. The table below
sets out the material terms of these lease agreements.
Location
Lessor
Term and options
to renew
Current annual rent (plus GST) and future increases
Mitchell
Office space
Dimensional
Developments
Australia Pty Ltd
Club Lime
Mitchell
Dimensional
Developments
Australia Pty Ltd
Mitchell
Expanded
office space
Dimensional
Developments
Australia Pty Ltd
Club Lime
and Ladies
Only Gym
and Pool
CISAC
ClubMMM
at CISAC
Sports Centres
Australia Pty Ltd
Sports Centres
Australia Pty Ltd
Speedo shop
at CISAC
Sports Centres
Australia Pty Ltd
Club Lime
Curtin
Akon Holdings Pty
Ltd
5 years commencing on
1 August 2018. 3 further
options to renew for 5
years each.
$104,647
Rent increases by 3% per annum in the initial term, after which the
base rent is set by market review on each exercise of the options
with further fixed annual increases of 3% per annum.
5 years commencing on
1 August 2018. 3 further
options to renew for 5
years each.
$163,511
Rent increases by 3% per annum in the initial term, after which the
base rent is set by market review on each exercise of the options
with further fixed annual increases of 3% per annum.
4 years commencing on 1
July 2019. 3 further options
to renew for 5 years each.
$104,901
Rent is fixed yearly (increasing incrementally year on year by 3%)
for the initial term of the lease, after which the base rent is set by
market review on each exercise of the options with further fixed
annual increases of 3% per annum.
10 years commencing 1
August 2018. 2 further
options to renew for 10
years each.
$1,865,774
Rent is fixed yearly (increasing incrementally year on year by 4%)
for the initial term of the lease, after which the base rent is set by
market review on each exercise of the options with further fixed
annual increases of 4% per annum.
5 years commencing 1
August 2018. 2 further
options to renew for 5
years each.
5 years commencing 1
August 2018. 2 further
options to renew for 5
years each.
5 years commencing 1
July 2018. 2 further options
to renew for 5 years each.
$213,864
Rent is fixed yearly (increasing incrementally year on year by 4%)
for the initial term of the lease, after which the base rent is set by
market review on each exercise of the options with further fixed
annual increases of 4% per annum.
$40,813
Rent is fixed yearly (increasing incrementally year on year by 4%)
for the initial term of the lease, after which the base rent is set by
market review on each exercise of the options with further fixed
annual increases of 4% per annum.
$160,000
Rent is fixed yearly (increasing incrementally year on year by
$10,000) for the initial term of the lease, after which the base
rent is set by market review on each exercise of the options with
further fixed annual increases of 3.5% per annum.
OT HER KEY TE RM S
The Board considers that the leases are on arms’ length terms which reflect customary provisions commonly found in
commercial leases of a similar nature. Set out below are some key terms of these leases (other than those set out in
the other columns of this table). Rent is payable in advance by monthly instalments and the lessor may charge daily
interest on any late payment at 2% above the rate that would be charged by the lessor’s bank for unsecured overdrafts.
On termination of the lease, the lessee is responsible for make good of the premises. The lessee is responsible for
maintaining insurance to cover standard risks applicable to a lessee in the health club industry, public liability and for the
plate glass on the premises. The lessee releases the lessor from, and indemnifies the lessor against, claims for damages,
loss, injury or death.
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VIVA LEISURE ANNUAL REPORT 2023VIVA LEISURE ANNUAL REPORT 2023 CORPORATE
DIRECTORY
OT H ER INFORMATION
CO M PANY SECRETARY:
Kym Gallagher
R EG ISTERED OFFICE AND P RINCIPAL PLACE OF
B US IN ESS:
Unit 7, 141 Flemington Road, Mitchell, ACT, Australia.
R EG ISTERS O F SE CURITIES ARE HELD AT THE
F OL LOW ING ADDRE SS ES:
Automic Registry Services
Level 5, 126 Phillip Street Sydney NSW 2000
STO CK EXC HANGE LISTING
Quotation has been granted for all the ordinary shares of
the company on all Member Exchanges of the Australian
Securities Exchange Limited.
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