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A
ANNUAL
REPORT
20
24
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C
B
OUR MISSION
About this Report
This 2024 Annual Report for Viva Leisure Limited (ACN 607 079 792) has been prepared as at 25 September 2024. 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.
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E
D
OUR LOCATIONS AND BRANDS
OUR PORTFOLIO
2024 HIGHLIGHTS
A LETTER FROM THE CHAIR
CEO’S REPORT
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
AUDITORS INDEPENDENCE DECLARATION
CORPORATE GOVERNANCE STATEMENT
CONSOLIDATED FINANCIAL STATEMENTS
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
SIGNED REPORTS
Directors’ Declaration
Independent Auditor’s Report
ADDITIONAL INFORMATION
FOR LISTED COMPANIES
Shareholder Information
CORPORATE DIRECTORY
1
7
9
11
13
17
25
39
41
43
83
87
95
98
CONTENTS
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1
OUR
BRANDS
LAUNCHING
2025
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3
4
3
*BFS refers to Boutique Pilates Studios which Viva is the largest shareholder but does not own 100%
49
201
402
NSW
8
4
50
39
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OUR BRANDS
+ LOCATIONS
Australian Locations
State
Viva
Corporate
Plus Fitness
Franchisees
BFS*
Franchisees
Total
ACT
50
-
1
51
NSW
53
129
19
201
VIC
29
7
3
39
QLD
32
6
11
49
NT
4
-
-
4
SA
-
5
3
8
WA
22
17
11
50
Total
190
164
48
402
51
ACT
NEW
ZEALAND
2
INDIA
8
CORPORATE
& NETWORK
LOCATIONS
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5
States &
Territories
8
6
8
7
6
6
7
Franchise
Yes
Partly
Yes
Yes
No
Yes
Yes
COMPETITIVE
LANDSCAPE
5
7
3
4
4
3
2
2
2
2
2
4
Yes
Yes
Partly
No
Yes
No
No
No
No
Partly
No
Yes
Boutique
Mid-Market/Premium
Low Cost
Boutique Fitness Studio Brands
Franchise "Partly" means the operator has Corporate owned locations and franchised locations.
Source: Company Websites and Gapmaps.com as at 10 August 2024.
Logos © Copyright their respective rights holders.
Australian locations only.
566
261
253
230
178
129
126
71
49
43
41
25
20
19
17
12
9
8
146
84
402
48
195
124
35
VIVA LEISURE NOW OWNS AND OPERATES THE SECOND LARGEST
NETWORK IN AUSTRALIA (402) AND WITH A TOTAL OF 190
CORPORATE LOCATIONS THIS ALSO POSITIONS THE COMPANY
AS THE NATIONS SECOND-LARGEST OWNER IN THE INDUSTRY.
6
5
Viva is a significant operator in the market
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7
8
7
Targeting all segments.
As at 30 June 2024.
O U R B R A N D S P O R T F O L I O
Segment
Health Clubs
Target
Market
High quality
facilities, mid
market price
point
Target
Price
Point
$14-$27pw
Opened or
Aquired
Opened
Corporate
Locations
123
Franchised
Locations
Additional
Locations
Secured
14
Boutique
Health Clubs
Boutique
Boutique
Boutique
Aquatics
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
$44-$56pw
$14-$19pw
$55-$79pw
$22-$27pw
$44-$55pw
Casual Entry
Opened
Acquired
Opened
Opened
Acquired
Opened
19
27
4
2
8
2
168 (AU)
2 (NZ)
8 (IN)
-
30 Franchisee
4
OUR
PORTFOLIO
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9
1 0
FY2016
FY2017
FY2018
FY2019 FY2020 FY2021 FY2022 FY2023 FY2024
26,754
29,124
35,631
54,039
94,196
298,376
320,161
343,325
FY2016
FY2017
FY2018
FY2019 FY2020 FY2021 FY2022 FY2023 FY2024
141.2m
163.6m
18.4m
20.7m
24.1m
33.1m
40.9m
17.9m
47.8m
56.8m
73.8m
84.5m
35.9m
34.0m
67.4m
79.1m
23.0m
90.8m
83.7m
EBITDA MARGIN
(%)
REVENUE
($m)
EBITDA
($m)
NETWORK
MEMBERS
REVENUE 15.9%
$163.6M
NETWORK MEMBERSHIPS 8.5%
372,354
OWNED LOCATIONS +5
176
ALL LOCATIONS +5
351
EBITDA* 21.0%
$35.4M
*Excludes the impacts of AASB-16.
Full Year
H1
H2
Full Year
H1
H2
1.8m
3.3m
5.2m
6.1m
-3.8m
9.3m
14m
16.6m
15.2m
18.8m
6.3m
5.6m
11.9m
5.5m
29.2m
35.4m
7.3m
FY2016
FY2017
FY2018
FY2019 FY2020 FY2021 FY2022 FY2023 FY2024
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2024
HIGHLIGHTS
372,354
FY2016
FY2017
FY2018
FY2019 FY2020 FY2021 FY2022 FY2023 FY2024
10.0%
15.8%
14.8%
14.3%
6.0%
20.7%
21.6%
22.0%
21.6%
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SOCIAL AND COMMUNITY COMMITMENT:
Viva Leisure continues to serve its communities by
fostering positive relationships within the markets we
serve. Our team has passionately engaged in activities
within those communities be it fund raising for various
charities or expanding sponsorships and contributions
to many worthy causes. As we continue our growth into
new markets, we resolve to continue that work on an
even bigger scale. Our team is constantly looking to make
positive impacts and set the standard as a responsible and
caring corporate citizen.
BOARD AND MANAGEMENT:
This year, the collaboration between our Board and
Management has been exceptional, driving significant
growth for Viva Leisure. On behalf of the Board, I extend
our sincere appreciation to the executive management
team for their outstanding performance in FY2024. It’s
with great pride that I share the remarkable growth of our
team, now over 2,000 strong (+300 from FY2023); a clear
reflection of our expanding operations and dedication to
delivering excellent service. As we look ahead to FY2025,
I am truly excited about the opportunities before us.
Our strategic investments in technology, particularly
the commercialisation of The Hub and other innovative
projects, position us for continued success and growth.
With many transformative developments on the horizon, I
am eager to see how we can further enhance Viva Leisure
value. In closing, I would like to thank our leadership
team and my fellow directors for their tireless efforts and
contributions throughout the past 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
Dear Shareholders,
I am pleased to present the FY2024 Annual Report for
Viva Leisure Limited. I truly believe that this year has
been a transformational one for our group. Our team
has continued to drive the vision of this group, and this
can be seen in our operating highlights. From the rollout
and rollup of new clubs to the expansion of clubs in our
franchise network to the further development of our
Technology platform through new products like Viva Pay.
This work has transformed our business and will continue
to drive our financial future.
None of this would be possible without the hard work
and dedication of our entire team. At the heart of our
success is our deep commitment to you, our valued
shareholders. Your continued trust and support have been
the foundation of everything we’ve achieved. FY2024
stands as a clear reflection of this strong partnership, with
our shared belief in the company’s mission driving us to an
exceptional end-of-year result.
DIVIDENDS
Given the strong growth and trajectory of the business
we have decided to not 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.
OPERATING HIGHLIGHTS
Our operating highlights for the year are a testament to
our relentless pursuit of excellence:
• Revenue saw an increase of 15.9%, reaching $163.6
million. This growth was driven primarily by our
commitment to organic growth and innovative
strategies and in what would say is a difficult operating
environment.
• Our EBITDA (pre-AASB16) rose by 21.0%, amounting
to $35.4 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 5, reaching 176 locations.
We further improved our existing businesses with
our strategic refurbishment program throughout the
year which saw seven locations merge, close or be
repurposed.
• Moreover, after significant investments in acquisitions,
greenfield sites, refurbishments, and our technology
platforms, we have maintained a robust balance sheet
after completing a capital raise prior to the end of the
financial year. At the end of year the Company had
$22.3 million in cash available.
A LETTER FROM
THE CHAIR
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A REPORT FROM
THE CEO
Dear valued shareholders and members of the Viva
community,
INTRODUCTION AND OVERVIEW
I am pleased to present Viva Leisure's sixth annual
report since our listing on the ASX. FY2024 has been an
outstanding year for our company, marked by significant
achievements that extend beyond our strong financial
performance. Notably, the successful launch of The Hub
and Viva Pay has established our Viva technology division,
positioning us to diversify and strengthen our income
streams moving forward.
Despite facing significant headwinds from inflation and
other economic pressures, we met the upper end of our
guidance range. This accomplishment underscores the
resilience of our business model and the importance
of health and fitness to our members. Key milestones
achieved during FY2024 include:
• Revenue Growth: An increase of 15.9% to $163.6
million, driven primarily by strong organic growth.
• Record EBITDA: A 21.0% increase to $35.4 million,
reflecting improved margins and operational efficiency.
• EBITDA Margin Expansion: Improved to 21.6% from
20.7%, with Q4-FY2024 margin extending to 22.7%.
• Strong Cash Flow: Free cash flow before tax
increased to $15.5 million from $13.4 million in FY2023,
demonstrating stronger operational cash flows.
• Strategic Reinvestment: Invested $18.2 million
in growth initiatives, including greenfield sites,
acquisitions, technology, and site upgrades, partially
funded by bank facilities.
• Membership Growth: Corporate membership
increased by 10.0% to 200,067 members, and network
membership grew by 8.5% to 372,354 members.
• High Utilisation Rates: Maintained strong utilisation
at 72.6% in corporate locations, indicating continued
strong demand and customer satisfaction.
KEY FY2024 ACHIEVEMENTS
This year has been pivotal for Viva Leisure, marked by
several significant achievements:
• Technology Launches: Successfully launched The Hub
and Viva Pay across the entire Plus Fitness network
in Australia (193 locations) and New Zealand (2
locations), establishing our technology and payment
fees division.
• Strategic Refurbishments: Completed our strategic
refurbishment program for all 27 identified locations.
These upgrades are approaching the target Return on
Invested Capital (ROIC), even with some locations only
completed in May 2024.
• Record Membership Growth: Achieved a record
growth of 33,000 members in FY2024. After adjusting
for the removal of the Fitness Passport program
(15,000 members), we realized a net membership
growth of approximately 18,000 members across the
network.
• Franchise Expansion: Secured 21 new Plus Fitness
franchise territories during FY2024—a record in the
company's 16-year history.
• Capital Raise: Completed a $16 million capital/equity
raise, demonstrating strong support from institutional
investors and providing funds for future growth and
debt reduction related to upcoming acquisitions.
• Strategic Acquisitions: Secured $15.7 million in
acquisitions in Western Australia, adding 20,000 new
members upon completion and introducing the Club
Lime brand to the WA market for the first time.
MEMBERSHIP
Our total network membership, encompassing both
corporate and franchisee locations, increased by 8.5%
during the year to 372,354 members. Early in FY2025, we
surpassed the 400,000-member milestone. Corporate
membership, referring to our corporate-owned locations,
grew by 10.0% to 200,067 members. Direct corporate
members continue to provide greater revenue and
profitability compared to franchised members. This growth
was achieved through a combination of opening new
greenfield locations, post-club upgrades, and strategic
acquisitions.
TALENT
Our team has now grown to over 2,000 members, spread
across six states and territories: ACT, NSW, VIC, QLD, NT,
and WA. We continue to grow our team in a controlled and
efficient manner, ensuring we have the right talent in the
right places while remaining agile and flexible. Viva Leisure
remains the employer of choice in the industry, offering
opportunities for career progression from receptionist
to club manager, area manager, cluster manager, and
other senior roles. We place a strong emphasis on gender
diversity across all levels of the business, from club team
members to senior management and our executive team.
Our highly committed and motivated team is dedicated
to growing both our business and the fitness industry as a
whole.
ACQUISITIONS AND GREENFIELD LOCATIONS
Throughout FY2024, we negotiated, settled, and, most
importantly, integrated 11 separate acquisitions into our
network. In addition, we opened seven new locations
across our Rebalance, GroundUp, Club Lime, Plus Fitness,
and Hiit Republic brands. Our investment in the Plus
Fitness network through corporate buy-backs continues,
and by the end of the year, we owned a record 27
locations.
VIVA LABS AND TECHNOLOGY
We have continued to invest heavily in our technology.
Our Viva Labs team, which develops our software,
hardware, and smartphone applications entirely in-house,
has expanded as we strive to lead the fitness market in
creating frictionless joining, membership management,
portfolio/brand access, and access control experiences
unmatched by any other fitness provider globally.
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The rollout of The Hub and associated modules, including
the Viva Pay payment gateway service, was fully launched
by May 2024 across the entire Plus Fitness network in
Australia and New Zealand. In FY2025, we plan to add
new modules and product features, all of which will
generate additional income for the business. Over the
next financial year, we will continue to invest in technology
upgrades and have several exciting initiatives planned.
THE FUTURE
Looking ahead, I am extremely excited about what the
future holds for Viva Leisure. We will continue our 'more
of the same' model as we expand into new markets and
territories. Viva Leisure remains the only provider of
multi-brand, multi-modality fitness businesses, keeping
members within our ecosystem as their usage habits
evolve. I expect the coming twelve months will allow us
to further capitalize on the scale we've built over the past
few years.
We are preparing to launch our new High Value Low Price
(HVLP) brand, Zoo Fitness, and our online supplements
business, Supp Society has recently launched. I look
forward to continuing to lead our dedicated team into
this new period of growth, increasing opportunities for
our team to excel both professionally and personally, and
delivering increasing returns for our shareholders.
CLOSING REMARKS
I want to express my sincere gratitude to our team, whose
hard work and dedication have been instrumental in our
success. I also thank our shareholders for their unwavering
support and confidence in our vision. Together, we are
shaping the future of the fitness industry.
Warm regards,
H A R R Y KO N S TA N T I N O U
CEO & Managing Director, Viva Leisure Limited
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RHYS HOLLERAN
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
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.
The following persons were Directors of Viva Leisure Limited
during or since the end of the financial year:
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 2024.
LOUISE BOLGER
Independent Non-Executive Director
Appointed 5 July 2021
Chair of the People and Culture Committee
Member of the Audit and Risk Committee
Appointed 25 October 2022
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
23,800 ordinary shares
HARRY KONSTANTINOU
Managing Director and Chief Executive Officer
Appointed 15 July 2015
Qualifications
BA, (University of Canberra),
Member of Australian Institute of Company Directors
Experience
Company co-founder and Director since 2004.
Harry has over 25 years of experience developing,
managing and selling technology services business.
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
20,427,793 ordinary shares and options to acquire a
further 1,342,362 ordinary shares
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DIRECTOR’S
REPORT
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ANDREW BURNS
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
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
190,000 ordinary shares and options to acquire a
further 396,468 ordinary shares
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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 PROPERTY
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.
Mitigation Strategies
• Ensure that contractual agreements with employees and
third parties include appropriate IP protections, including
indemnity clauses.
• Administration access limited to select employees.
DISRUPTION RISKS
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
or systems may adversely affect the Company’s operations,
achievement of objectives and ultimately, its financial position.
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.
PRIVACY BREACHES
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.
DOMESTIC AND GLOBAL ECONOMIC CONDITIONS
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.
DOMESTIC ECONOMIC CONDITIONS:
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.
GLOBAL ECONOMIC CONDITIONS:
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.
INTEREST RATE RISK
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.
PRINCIPAL 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.
REVIEW OF OPERATIONS AND FINANCIAL RESULTS
Financial highlights for the year:
• Total revenues were $162,626,909 compared with
$141,182,224 in the financial year ended 30 June 2023;
• Profit before income tax was $4,774,152, compared with
$5,056,794 in the financial year ended 30 June 2023;
• Net profit after tax (NPAT) from continuing operations and
attributable to members was $3,248,184 compared with
$3,403,535 in the financial year ended 30 June 2023;
• Cash and cash equivalent reserves is $22,274,377, up from
$6,828,484 in the financial year ended 30 June 2023; and
• There was an increase in net assets to $109,084,469
compared to $90,019,734 in the financial year ended 30
June 2023.
Operational highlights for the financial year:
• An increase in operating locations/clubs from 171 to 176;
• Corporate member numbers increasing from 181,950 at
June 2023 to 200,067 at 30 June 2024;
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
During the year, the following significant changes occurred
within the Group:
Completed eleven separate acquisitions comprising:
• Four Plus Fitness sites in Ningi and Jindalee in QLD, Morley
in WA and Ryde in NSW;
• The assets of Iron Works in Parkes, NSW
• The assets of Zoo Fitness in Penrith, NSW
• The assets of South Pacific Health Clubs - Mentone club,
Vic
• The Share Capital of A&N Fitness which comprises four
health clubs in Northern Territory
Opened the following greenfield sites:
• Rebalance in Tuggeranong, ACT (converted from a Studio
by Club Lime)
• GroundUp in Gungahlin, ACT
• Plus Fitness in Glebe, NSW
• Club Lime in Bendigo, Vic; Gladesville NSW, Dickson, ACT,
and Robina, Qld
• Club lime and Hiit Republic in Springfield, Qld
Completed a $16 million fully underwritten institutional
placement, issuing 11,034,483 ordinary shares in June 2024
Plus Fitness Network:
• A record 21 new locations were secured, with deposits paid
during the year.
• The network has for the first time surpassed 200
operating locations. Currently there are:
• 203 locations made up as follows:
• 27 Viva owned locations in Australia; and
• 176 Franchisee owned locations in Australia, New Zealand
and India
EVENTS SUBSEQUENT TO THE END OF THE
REPORTING PERIOD
During July 2024, the Group:
• Completed the acquisition of the assets of a second South
Pacific Health Clubs location in Williamstown, Vic
• Completed the acquisition of the assets of three Gold’s
Gyms in WA
• Completed the acquisition of the share capital of Surge
Enterprises Pty Limited and its subsidiaries which
comprise five health clubs in WA
During August 2024, the Group executed a revised Term
Sheet with Commonwealth Bank of Australia, which when
implemented will provide significant flexibility with the
Group’s ability to access debt, while improving the level of
free cash flows available.
The proposed facilities comprise:
• A three year term
• Facility A: $130 million Cash Advance Facility
• Facility B: $35 million Bank Guarantee Facility
• An additional $50 million Accordion Facility, (available
under certain conditions)
• An overall margin reduction in Facility A of 0.74%, with an
increase in margin on Facility B of 0.44%
No other 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 RESULTS
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:
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2 4
2 3
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.
UNISSUED SHARES UNDER OPTION
Unissued ordinary shares of the Company under option at the date of this report are:
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;
Date options granted
Expiry date
Exercise price of shares
($)
Number under option
12-Nov-20
16-Oct-25
3.34
606,667
28-Oct-21
16-10-24
0.00
412,000
24-Oct-22
31-Aug-25
0.00
613,986
26-Oct-23
31-Aug-26
0.00
635,538
2,268,191
SHARES ISSUED DURING OR SINCE THE END OF THE
YEAR 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.
ENVIRONMENTAL LEGISLATION
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.
DIVIDENDS
There were no dividends paid or declared since the start of
the financial year (2023: nil).
INDEMNITIES GIVEN TO, AND INSURANCE
PREMIUMS PAID FOR AUDITORS AND 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
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.
Indemnity of officers
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.
In accordance with the Constitution, the Company must
indemnify any current and former Directors and officers of
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 $49,410.
This comprised tax and other business services.
PROCEEDINGS ON BEHALF OF THE
CONSOLIDATED GROUP
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.
The consolidated group was not a party to any such
proceedings during the year
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required
under section 307C of the Corporations Act 2001 is set out on
page 28.
This directors' report including the Remuneration Report on
pages 11 to 27 is signed in accordance with a resolution of the
Board of Directors:
H A R R Y KO N S TA N T I N O U
D i r e c t o r
Dated this
13th day of August 2024.
DIRECTORS’ MEETINGS
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
A
B
A
B
A
B
Harry Konstantinou
13
13
4
4
4
4
Rhys Holleran
13
13
4
4
4
4
Louise Bolger
13
13
4
4
4
4
Andrew Burns
13
13
4
4
4
4
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2 5
REMUNERATION
REPORT AUDITED
1.0 INTRODUCTION
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 2023
(FY2023) was implemented in FY2024. 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 FY2024 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 FY2024
Remuneration Report and beyond.
1.1 SCOPE
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 FY2024.
Title (at year end)/Committees
Change in FY2024
Non-executive directors
Rhys Holleran
Chair
Member, Audit & Risk Management
Member, People & Culture
No Change. Full Year
No Change. Full Year
No Change. Full Year
Louise Bolger
Director
Chair, People & Culture
Member, Audit & Risk Management
No Change. Full Year
No Change. Full Year
No Change. Full Year
Andrew Burns
Director
Chair, Audit & Risk Management
Member, People & Culture
No Change. Full Year
No Change. Full Year
No Change. Full Year
Executive directors
Harry Konstantinou
Managing Director
CEO and Managing Director
No change. Full year.
Other executive KMP
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.
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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.
26
27
28
30
37
38
1.2 KEY MANAGEMENT PERSONNEL
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:
2 5
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2 8
2 7
2.0 REMUNERATION GOVERNANCE
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.
2.1 ROLE OF THE BOARD AND THE REMUNERATION COMMITTEE
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
2024. 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:
3.0 NON-EXECUTIVE DIRECTOR (NED) REMUNERATION
3.1 NED REMUNERATION
3.2 NED FEES AND OTHER BENEFITS EXPLAINED
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 USE 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 FY24 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.
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
Principle
Comment
Fees are set by reference to key
considerations
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.
Remuneration is structured to
preserve independence whilst
creating alignment
(See also section 3.4)
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 FY2024 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.
Elements
Details
Board/
committee
fees per annum - FY2024
Board Chairman fee
$160,000
Committee member
Board NED base fee
$80,000
Committee fees
Committee Chair
Audit
$15,000
$10,000
People & Culture
$15,000
$10,000
Post-employment benefits
Superannuation
Superannuation contributions have been made at a rate of 11.0% 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
NEDs do not receive any performance related remuneration, options,
performance rights or shares.
Other fees/benefits
NEDs receive reimbursement for costs directly related to Viva Leisure
business.
No payments were made to NEDs during FY2024 for travel allowances, extra
services or special exertions.
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3 0
2 9
3.3 NED TOTAL REMUNERATION PAID
Amounts $
Short-term
benefits
Post-employment
benefits
Year
Fees
Termination
benefits (if any)
Superannuation
Total
Rhys Holleran
(Chair)
FY2024
144,796
-
15,928
160,724
FY2023
156,544
-
16,437
172,981
Louise Bolger
FY2024
105,000
-
-
105,000
FY2023
101,647
-
-
101,647
Andrew Burns
FY2024
111,667
-
-
111,667
FY2023
109,167
-
-
109,167
Total
FY2024
361,463
-
15,928
377,391
FY2023
367,358
-
16,437
383,795
3.4 MINIMUM SHAREHOLDING GUIDELINES
No minimum shareholding requirements are in place.
4.0 EXECUTIVE REMUNERATION
4.1 EXECUTIVE KMP REMUNERATION
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
Total target annual remuneration (TTAR) is set by reference to the relevant position and market
Remuneration will be delivered as:
Attract, motivate and retain
executive talent across
diverse geographies
FAR is set based on
relevant market relativities,
reflecting responsibilities,
performance, qualifications,
experience and location
Fixed
Fixed Annual
Remuneration (FAR)
Short-term incentives
(STI)
Long-term incentives
(LTI)
The creation of reward
differentiation to drive
performance values and
behaviours.
STI performance criteria are set by
reference to Viva Leisure earnings
and selected other performance
targets relevant to Viva Leisure or
the position
At risk
An appropriate balance
of ‘fixed’ and ‘at risk’
components
LTI targets are linked to performance
conditions aligned to ensure improved
Viva Leisure share performance
Shareholder value creation
through equity components
Short term incentive remuneration is
based on cash payments.
Performance incentive is directed to
achieving Board approved targets,
reflective of market circumstances.
Base salary plus any fixed elements
related to local markets, including
superannuation or equivalents.
FAR will generally be positioned
considering expertise and
performance in the role.
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.
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3 2
3 1
4.2 REMUNERATION COMPOSITION MIX AND TIMING OF RECEIPT
4.2.1 CURRENT REMUNERATION MIX 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 FY2024
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:
Remuneration mix FY2025 proposed
The proposed ‘new’ mix of remuneration for the CEO/Managing Director and executive KMP effective from 1 July 2024, will be
as follows:
Fixed Annual Remuneration (FAR)
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 REMUNERATION – TIMING 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:
Position
FAR
STI
LTI
CEO
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)
Position
FAR
STI
LTI
CEO
50.0%
Up to 25.0% (of TTAR)
Up to 25.0% (of TTAR)
Executive KMP
63.5%
Up to 21.5% (of TTAR)
Up to 15.0% (of TTAR)
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 FIXED ANNUAL REMUNERATION EXPLAINED
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.
Any adjustments to executive KMP remuneration are approved by the Board, based on P&CC and CEO/Managing Director
recommendations.
4.4 VARIABLE (AT RISK) REMUNERATION EXPLAINED
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.
The key aspects are summarised below:
4.4.1 SHORT-TERM INCENTIVES (STI)
Purpose
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.
Performance targets
The key performance objectives of Viva Leisure are currently directed to
achieving Board approved targets, and by the achievement of individual
performance goals. For FY2024 the STIs comprised:
CEO:
• 35% on achievement of the Board approved budget for FY2024
• 15% on achievement of predetermined individual performance KPIs.
• 50% on over-achievement of the Board approved budget for FY2024
Executive KMP:
• 35% on achievement of the Board approved budget for FY2024
• 15% on achievement of predetermined individual performance KPIs.
• 50% on over-achievement of the Board approved budget for FY2024
Key Performance
Measure
% of FY2024 STI
Awarded
% of FY2023 STI
Awarded
Harry Konstantinou
100%
100%
Kym Gallagher
100%
100%
Sean Hodges
100%
100%
Angelo Konstantinou
100%
100%
Rewarding performance
The STI performance ratings are determined under a predetermined matrix with
the Board determination final.
Year 1
Year 2
Year 3
Year 4
Year 5
TFR
STI cash opportunity
LTI
TFR
F25
STI cash opportunity
LTI
TFR
F26
STI cash opportunity
LTI
F24
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Table 1 - Executive KMP STI opportunity and actual FY2024 STI awarded
Executive KMP
Position
Target STI as
a % of FY2024
TTAR
STI awarded as
a % of TTAR
Actual STI
award in
FY2024 ($)
STI forfeited in
FY2024 as a %
of TTAR
Harry
Konstantinou
Chief Executive
Officer
20.0%
20.0%
308,000
0%
Kym Gallagher
Chief Financial
Officer
17.5%
17.5%
124,025
0%
Sean Hodges
Chief Operating
Officer
17.5%
17.5%
96,800
0%
Angelo
Konstantinou
Chief
Technology
Officer
17.5%
17.5%
86,213
0%
4.4.2 LONG-TERM INCENTIVES (LTI)
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
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.
Time of grant
All equity grants will be made after the AGM each year but based on values
determined in August.
Time restrictions
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 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%
0%
10% to 15% (within target range)
50% - 100% (on a straight-line basis)
0%
Greater than 15% (above maximum
target)
100%
0%
Greater than 20%
100%
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%
50% - 100% (on a straight-line basis)
Greater than 20% (above maximum
target)
100%
100%
LTIs (Granted 26 October 2023)
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 2026
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%
50% - 100% (on a straight-line basis)
Greater than 20% (above maximum
target)
100%
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 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).
• for the options granted on 26 October 2023, 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 2023 (TSR measure start date) to the same 15 trading period VWAP from 1 July 2026 (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
No dividends are attached to options or performance rights.
Voting rights
There are no voting rights attached to options or performance rights.
Retesting
There is no retesting of performance hurdles under Viva Leisure LTI.
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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.
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 OTHER REMUNERATION ELEMENTS AND DISCLOSURES RELEVANT TO EXECUTIVE KMP
4.5.1 MALUS AND 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 MARGIN 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.
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.
Viva Leisure’s Securities Trading Policy is available on the Viva Leisure website under Investor Centre, Corporate Governance.
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 CONDITIONS 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 MINIMUM SHAREHOLDING GUIDELINES
The Company has no minimum shareholding guidelines.
4.6 RELATIONSHIP BETWEEN VIVA LEISURE PERFORMANCE AND EXECUTIVE KMP REMUNERATION
The performance of the Group and remuneration paid to KMP over the last four years is summarised in the table below.
* Group adjusted results excluding impacts of AASB16
During the FY2024 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 February 2024 have been met.
Accordingly, the Company believes that the CEO/Managing Director and executive KMP remuneration aligns to company
performance.
FY2021
FY2022
FY2023
FY2024
Sales revenue ($million)
83.72
90.83
141.18
162.63
Normalised NPAT ($million)
0.9
(5.5)
8.8
10.6
Normalised EPS (cents)
1.2
(6.1)
9.8
11.6
Total dividend per share (cents)
-
-
-
-
Share price as at 30 June ($)
$1.64
$1.16
$1.27
$1.40
CEO Total Annual Remuneration ($)
522,980
977,909
1,226,251
1,335,045
Executive KMP Remuneration ($)
874,011
1,152,224
1,440,385
1,620,530
Financial Metric
Actual Results
Guidance
Total Revenue
$162.6m
$160m - $164m
EBITDA
$35.4m
$35m - $35.5m
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4.7 EXECUTIVE REMUNERATION TABLE – AUDITED STATUTORY DISCLOSURE (ACCOUNTING COST TO
VIVA LEISURE)
Executive
Remuneration
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
%
%
Harry
Konstantinou
(Chief
Executive
Officer)
2024
742,601
27,399
38,755
808,755
308,000
218,290
526,290
1,335,045
23.1%
16.4%
39.4%
2023
673,941
25,292
42,646
741,879
280,000
204,372
484,372
1,226,251
22.8%
16.7%
39.5%
Kym Gallagher
(Chief Financial
Officer)
2024
423,601
27,399
12,186
463,186
124,025
63,928
187,953
651,139
19.0%
9.8%
28.9%
2023
384,247
25,292
3,960
413,499
102,500
60,746
163,246
576,745
17.8%
10.5%
28.3%
Angelo
Konstantinou
(Chief
Technology
Officer)
2024
286,101
27,399
14,939
328,439
86,213
44,438
130,651
459,090
18.8%
9.7%
28.5%
2023
259,383
25,232
15,900
300,515
71,000
42,480
113,480
413,995
17.1%
10.3%
27.4%
Sean Hodges
(Chief
Operating
Officer)
2024
324,601
27,399
11,606
363,606
96,800
49,895
146,695
510,301
19.0%
9.8%
28.7%
2023
293,846
25,292
17,269
336,407
80,000
32,987
112,987
449,394
17.8%
7.3%
25.1%
Total
2024
1,776,904
109,596
77,486
1,963,986
615,038
376,551
991,589
2,955,575
20.8%
12.7%
33.5%
Total
2023
1,611,417
101,108
79,775
1,792,300
533,500
340,585
874,085
2,666,385
20.0%
12.8%
32.8%
5.0 KMP EQUITY 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).
* SHJA Management Pty Ltd, of which Harry and Angelo Konstantinou are related parties, owns 18,688,434 ordinary shares.
^ options are currently out of the money
6.0 EMPLOYMENT AGREEMENTS (AUDITED)
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.
NEDs
Viva Leisure
Limited ordinary
shares
Total intrinsic value of Viva
Leisure Limited securities as
at year end ($)
Rhys Holleran
30,000
42,000
Louise Bolger
23,800
33,320
Andrew Burns
67,686
94,760
Total NED’s
121,486
170,080
Executives
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
($)
Executive Director
Harry Konstantinou*
20,427,793
375,000
28,598,910
Other executives
Kym Gallagher
190,000
113,334
266,000
Sean Hodges
46,667
38,334
65,334
Angelo Konstantinou*
19,220,604
80,000
26,908,846
Total executives
39,885,064
606,668
55,839,090
Length of contract
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.
Notice periods
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.
Resignation
On resignation, unless the Board determines otherwise:
• all unvested STI or LTI benefits are forfeited
Termination on notice by Viva
Leisure
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.
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.
Termination for serious misconduct
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.
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.
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AUDITOR’S
INDEPENDENCE
DECLARATION
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4 1
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 2024 is available on the investor relations website at
https://investors.vivaleisure.com.au
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CONSOLIDATED
STATEMENT
Of profit or Loss and Other Comprehensive Income for
the Year Ended 30 June 2024
This statement should be read in conjunction with the notes to the financial statements.
Note
2024
$
2023
$
Revenue
4
162,626,909
141,182,224
Rental and outgoings expense
(5,170,577)
(4,139,990)
Employee benefits expense
20
(46,489,462)
(41,848,994)
Bank charges
(1,194,951)
(1,967,968)
Advertising and marketing costs
(5,953,713)
(4,360,285)
Utilities and cleaning
(11,931,200)
(10,311,336)
Licences and subscriptions
(2,783,425)
(2,532,053)
Insurances
(945,625)
(833,926)
Repairs and maintenance
(3,150,580)
(2,408,886)
Professional fees
(296,985)
(504,496)
Depreciation and amortisation expense
(51,868,475)
(44,175,889)
Finance costs
6
(18,651,135)
(16,275,929)
Costs of capital raisings, acquisitions and contractual matters
(605,274)
(82,856)
Other expenses
(8,811,355)
(6,682,822)
Profit before income tax
4,774,152
5,056,794
Income tax expense
8
(1,525,968)
(1,653,259)
Profit for the year
3,248,184
3,403,535
Total other comprehensive income for the year
-
-
Total comprehensive income for the year
3,248,184
3,403,535
Earnings per share
Note
Cents
Cents
Basic earnings per share:
Earnings from continuing operations
24
3.55
3.78
Diluted earnings per share:
Earnings from continuing operations
24
3.46
3.61
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4 5
of Financial Position for the Year Ended 30 June 2024
Note
2024
$
2023
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
9
22,274,377
6,828,484
Trade and other receivables
10
2,520,104
1,763,052
Inventories
11
1,152,153
889,544
Other assets
12
1,381,397
1,737,715
TOTAL CURRENT ASSETS
27,328,031
11,218,795
NON-CURRENT ASSETS
Trade and other receivables
10
211,910
238,981
Property, plant, and equipment
14
63,614,087
60,001,152
Right of use assets
19
265,307,160
222,981,405
Intangible assets
15
91,946,962
74,765,294
Deferred tax assets
16
91,958,341
78,267,672
Other assets
12
2,118,670
1,542,628
TOTAL NON-CURRENT ASSETS
515,157,130
437,797,132
TOTAL ASSETS
542,485,161
449,015,927
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
17
14,034,856
9,345,418
Borrowings
13
8,291,023
5,310,292
Lease liabilities
19
43,074,972
34,034,119
Contract liabilities
18
4,121,850
3,493,038
Current tax liabilities
16
3,869,646
3,734,145
Provisions
21
3,820,293
3,235,519
TOTAL CURRENT LIABILITIES
77,212,640
59,152,531
NON-CURRENT LIABILITIES
Borrowings
13
20,824,838
14,083,981
Lease liabilities
19
247,150,522
212,737,509
Provisions
21
10,414,818
8,628,785
Deferred tax liabilities
16
77,797,874
64,393,387
TOTAL NON-CURRENT LIABILITIES
356,188,052
299,843,662
TOTAL LIABILITIES
433,400,692
358,996,193
NET ASSETS
109,084,469
90,019,734
EQUITY
Issued capital
22
143,990,674
128,550,674
Reserves
23
(21,090,598)
(21,230,048)
Retained earnings / (accumulated losses)
(13,815,607)
(17,300,892)
TOTAL EQUITY
109,084,469
90,019,734
This statement should be read in conjunction with the notes to the financial statements.
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CONSOLIDATED
STATEMENT
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4 5
4 6
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4 7
of Changes in Equity for the Year Ended 30 June 2024
Share Capital
Reserves
Retained
Earnings
(Accumulated
losses)
Total Equity
$
$
$
$
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
916,159
-
-
916,159
Share buy-back
(430,176)
-
-
(430,176)
Expired 2019 options
-
(155,210)
155,210
-
Share option premium reserve
-
320,299
-
320,299
Total transactions with owners
485,983
165,089
155,210
806,282
Profit for the year
-
-
3,403,535
3,403,535
Total comprehensive loss for the year
attributable to members of the entity
-
-
3,403,535
3,403,535
Balance at 30 June 2023
128,550,674
(21,230,048)
(17,300,892)
90,019,734
Balance at 1 July 2023
128,550,674
(21,230,048)
(17,300,892)
90,019,734
Expired 2021 options
-
(237,101)
237,101
-
Issue of shares, net of transaction costs and
tax
15,440,000
-
-
15,440,000
Share option premium reserve
-
376,551
-
376,551
Total transactions with owners
15,440,000
139,450
237,101
15,816,551
Profit for the year
-
-
3,248,184
3,248,184
Total comprehensive income for the year
attributable to members of the entity
-
-
3,248,184
3,248,184
Balance at 30 June 2024
143,990,674
(21,090,598)
(13,815,607)
109,084,469
CONSOLIDATED
STATEMENT
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 4
4 7
4 8
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 4
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 4
5 0
4 9
of Cash Flows for the Year Ended 30 June 2024
This statement should be read in conjunction with the notes to the financial statements.
Note
2024
$
2023
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
178,017,787
154,988,045
Payments to suppliers and employees
(98,343,518)
(87,095,908)
Interest received
173,154
40,437
Interest paid
6
(18,723,132)
(16,275,929)
Refund / (payments) of income tax
(1,676,649)
1,476,391
Net cash provided by operating activities
25
59,447,642
53,133,036
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
14
(13,754,389)
(16,436,716)
Proceeds from sale of property, plant and equipment
28,585
390,543
Purchase of intangibles
15
(5,123,650)
(3,180,672)
Payments for business combinations, net of cash acquired
29
(14,045,163)
(5,925,890)
Net cash (used in) investing activities
(32,894,617)
(25,152,735)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
16,000,000
-
Direct costs of issue of shares
(800,000)
-
Share buy back
-
(430,176)
Proceeds from borrowings
15,029,000
4,038,300
Repayment of borrowings
(5,307,412)
(4,774,927)
Reduction in equipment leases principal
19
(7,657,246)
(5,977,213)
Reduction in property leases principal
19
(28,371,474)
(24,077,370)
Net cash (used in) financing activities
(11,107,132)
(31,221,386)
Net increase in cash held
15,445,893
(3,241,085)
Cash at beginning of financial year
6,828,484
10,069,569
Cash at end of financial year
9
22,274,377
6,828,484
CONSOLIDATED
STATEMENT
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 4
4 9
5 0
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 4
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 4
5 2
5 1
DIRECTORS'
REPORT
To the consolidated financial statements
for the year ended 30 June 2024
› NOTE 1 – NATURE OF OPERATIONS
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.
› NOTE 2 – GENERAL INFORMATION AND
STATEMENT OF COMPLIANCE
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 DKSN 2.0 North Building,
Level 3, 23 Challis Street, Dickson ACT.
The consolidated financial statements for the year ended 30
June 2024 were approved and authorised for issue by the
Board of Directors on 13 August 2024.
› NOTE 3 – SUMMARY OF ACCOUNTING POLICIES
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 2024.
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.
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 4
5 1
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 4
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 4
5 4
5 3
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;
(iv) Allocating the transaction price to the performance
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.
Viva Pay and Technical Fees
The Group provides direct debit collection services and
member management services to its franchisees in the Plus
Fitness franchise network. The Group charges fees to the
franchisees at the time of collection of direct debit income for
these services. The fees are recorded as revenue as they are
derived.
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.
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
equity interest;
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
Amortisation Rate
per annum
Trademarks
5-10%
Capitalised Software
33%
Digital Assets
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:
:
The assets’ residual value and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
Class of Fixed Asset
Depreciation Rate
Plant and equipment
10-40%
Furniture and fittings
10-20%
Motor Vehicles
15-25%
Leased plant and equipment
5-20%
Leasehold improvements
5-20%
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
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 4
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 4
5 6
5 5
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.
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.
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)
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)
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:
•
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’).
‘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
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.
n. Inventories
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
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
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 4
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 4
5 8
5 7
also recognised in other comprehensive income or equity,
respectively.
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.
p. Cash and Cash Equivalents
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
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 11.0% 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.
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.
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
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.
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:
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
Standard/amendment
Effective for annual
reporting periods
beginning on or
after
AASB 2021-2 Amendments to
Australian Accounting Standards
– Disclosure of Accounting
Policies and Definition of
Accounting Estimates
1 January 2024
AASB 2020-1, AASB 2020-6
Classification of Liabilities as
Current or Non-current
1 January 2024
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.
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.
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.
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 4
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 4
6 0
5 9
› NOTE 4 – REVENUE AND OTHER INCOME
2024
$
2023
$
Revenue from contracts with customers
4a
153,078,307
133,558,297
Income from franchise operations
4b
8,403,590
7,481,898
161,481,897
141,040,195
Other sources of income
4c
1,145,012
142,029
Total revenue and other income
162,626,909
141,182,224
The group operates in one segment, health club services.
a. Revenue from contracts with customers
153,078,307
133,558,297
b. Income from franchise operations
8,403,590
7,481,898
161,481,897
141,040,195
Timing of revenue recognition
Over time
156,383,187
138,345,829
At a point in time
5,098,710
2,694,366
Total revenue
161,481,897
141,040,195
c. Other Revenue
Interest received
168,666
40,437
Rent received
51,161
55,357
Digital income
251,025
-
Viva Pay income
674,160
-
Gain on disposal of property, plant and equipment
-
46,235
Total other revenue
1,145,012
142,029
› NOTE 5 – PROFIT / (LOSS) FOR THE YEAR
2024
$
2023
$
Profit/ (Loss) before income tax from continuing operations includes the
following specific expenses:
• Amounts expensed as part of business combinations and acquisition
opportunities
580,304
82,856
• Capital raise costs
24,970
-
• Short term lease payments
-
33,412
› NOTE 6 – FINANCE COSTS AND FINANCE INCOME
2024
$
2023
$
Interest expense from borrowings at amortised cost:
External entities
2,553,982
1,919,179
Interest expenses for finance lease arrangements
16,169,150
14,356,750
18,723,132
16,275,929
Interest on makegood
(71,997)
-
Total interest expense
18,651,135
16,275,929
› NOTE 7 – SEGMENT REPORTING
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.
› NOTE 8 – INCOME TAX EXPENSE
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% (2023:30.0%) and the reported tax expense in profit or loss are as follows::
2024
$
2023
$
Profit before tax
4,774,152
5,056,794
Domestic tax rate
30.0%
30.0%
Prima facie tax expense
1,432,246
1,517,038
Adjustment for non-deductible expenses:
Non-deductible expenses
142,281
128,530
Prior year’s over provision of tax
(48,559)
(6,899)
Income tax expense
1,525,968
1,638,669
Tax expense comprises
Current tax expense
1,572,150
3,296,764
Deferred tax expense
(46,182)
(1,658,095)
1,525,968
1,638,669
› NOTE 9 – CASH AND CASH EQUIVALENTS
2024
$
2023
$
Cash at bank and on hand
22,274,312
6,733,869
Cash backed bank guarantees
65
94,615
22,274,377
6,828,484
The effective interest rate on short-term bank deposits was 4.1% (2023: 1.00%). These deposits are held at call.
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 4
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 4
6 2
6 1
› NOTE 10 – TRADE AND OTHER RECEIVABLES
2024
$
2023
$
Current
Trade receivables
1,612,496
1,640,089
Other receivables
866,222
75,057
Sub leases receivable
41,386
47,906
Total current trade and other receivables
2,520,104
1,763,052
Non-current
Other receivables
98,398
-
Sub leases receivable
113,512
238,981
Total non-current trade and other receivables
211,910
238,981
Current
>30 days
past due
>60 days
past due
>90 days
past due
Total
$
$
$
$
$
2024
Trade receivables
321,393
287,291
16,826
986,986
1,612,496
Other receivables
964,620
-
-
-
964,620
Sub lease receivables
154,898
-
-
-
154,898
1,440,911
287,291
16,826
986,986
2,732,014
Current
>30 days
past due
>60 days
past due
>90 days
past due
Total
$
$
$
$
$
2023
Trade receivables
1,139,344
154,234
34,933
311,578
1,640,089
Other receivables
75,057
-
-
-
75,057
Sub lease receivable
286,887
-
-
-
286,887
1,501,288
154,234
34,933
311,578
2,002,033
The net carrying of trade receivables is considered a reasonable approximation of fair value. None of the past due receivables
are considered impaired.
› NOTE 11 – INVENTORIES
2024
$
2023
$
Current
At cost or lower of net realisable value
Finished goods
1,152,153
889,544
1,152,153
889,544
› NOTE 13 - BORROWINGS
Current
Non-current
2024
$
2023
$
2024
$
2023
$
At amortised cost:
Bank loans
8,291,023
5,310,292
20,824,838
14,083,981
8,291,023
5,310,292
20,824,838
14,083,981
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 31 July 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 3.49%. At 30 June 2024 this amounted
to 7.84% (FY2023 8.17%).
› NOTE 12 – OTHER ASSETS
2024
$
2023
$
Current
Prepayments
1,381,397
1,737,715
1,381,397
1,737,715
Non-Current
Cash bonds receivable
2,118,670
1,542,628
2,118,670
1,542,628
Bonds relate to amounts set aside against rental obligations to landlords where the Company is a lessee.
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 4
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 4
6 4
6 3
› NOTE 14 - PROPERTY, PLANT AND EQUIPMENT
Details of the Group’s property, plant and equipment and their carrying amounts are as follows:
All depreciation charges are included within depreciation, amortisation and impairment of non-financial assets.
Plant and
Equipment
Furniture
and
Fittings
Motor
Vehicles
Leasehold
Improvements
Total
$
$
$
$
$
Gross carrying amount
Balance at 1 July 2023
10,933,850
1,057,537
397,768
47,611,997
60,001,152
Additions
4,467,959
191,225
50,507
9,044,698
13,754,389
Acquisitions through business combinations
964,599
-
-
-
964,599
Disposals
(41,669)
-
-
-
(41,669)
Depreciation expense
(2,733,149)
(248,009)
(104,542)
(7,978,684)
(11,064,384)
Carrying amount at 30 June 2024
13,591,590
1,000,753
343,733
48,678,011
63,614,087
At cost
25,092,483
2,961,596
898,873
71,862,004
100,814,956
Accumulated depreciation
(11,500,893) (1,960,843)
(555,140)
(23,183,993)
(37,200,869)
Written down value
13,591,590
1,000,753
343,733
48,678,011
63,614,087
Plant and
Equipment
Furniture
and
Fittings
Motor
Vehicles
Leasehold
Improvements
Total
$
$
$
$
$
Balance at 1 July 2022
10,641,817
1,100,010
231,717
40,036,011
52,009,555
Additions
2,431,548
218,100
278,958
13,508,110
16,436,716
Acquisitions through business combinations
624,400
-
-
-
624,400
Disposals
(382,137)
-
(8,408)
-
(390,545)
Depreciation expense
(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
20,008,663
2,824,229
848,366
63,871,031
87,552,289
Accumulated depreciation
(9,074,813)
(1,766,692)
(450,598)
(16,259,034)
(27,551,137)
Written down value
10,933,850
1,057,537
397,768
47,611,997
60,001,152
› NOTE 15 – INTANGIBLES
Details of the Group’s intangibles and their carrying amounts are as follows:
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::
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 6.54%.
Sensitivity analysis of the impact of possible changes in key assumptions was performed through reducing expected growth
rates in revenue and expenses, terminal value multiples and adjustments to the discount rate. There are no indicators of
impairment at any of the sensitivity levels tested.
The directors and management have considered and assessed reasonably possible changes for other key assumptions and have
not identified any instances that could cause the carrying amount of the Health Clubs CGU’s goodwill to exceed its recoverable
amount.
All amortisation is included in within depreciation and amortisation expense.
Goodwill
Trademarks
Capitalised
Software
Digital
Assets
Total
$
$
$
$
$
Gross carrying amount
Balance at 1 July 2023
71,257,177
150,416
3,318,594
39,107
74,765,294
Additions/adjustments
-
137,305
4,986,345
-
5,123,650
Acquisitions through business combination
13,400,460
-
-
-
13,400,460
Amortisation expense
-
(24,016)
(1,312,322)
(6,104)
(1,342,442)
Carrying amount at 30 June 2024
84,657,637
263,705
6,992,617
33,003
91,946,962
At cost
84,657,637
353,274
10,731,672
60,873
95,803,456
Accumulated depreciation
-
(89,569)
(3,739,055)
(27,870)
(3,856,494)
Written down value
84,657,637
263,705
6,992,617
33,003
91,946,962
Goodwill
Trademarks
Capitalised
Software
Digital
Assets
Total
$
$
$
$
$
Gross carrying amount
Balance at 1 July 2022
64,811,736
114,122
1,204,494
70,941
66,201,293
Additions
(44,659)
56,643
3,196,263
(27,575)
3,180,672
Acquisitions through business combination
6,490,100
-
-
-
6,490,100
Amortisation expense
-
(20,349)
(1,082,163)
(4,259)
(1,106,771)
Carrying amount at 30 June 2023
71,257,177
150,416
3,318,594
39,107
74,765,294
At cost
71,257,177
215,969
5,861,307
60,873
77,395,326
Accumulated depreciation
-
(65,553)
(2,542,713)
(21,766)
(2,630,032)
Written down value
71,257,177
150,416
3,318,594
39,107
74,765,294
Revenue Growth
Rate
Expense Growth
Rate
Discount Rate
Health Clubs
4%
3%
6.54%
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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 4
6 6
6 5
15.2 Growth Rates
The growth rates reflect the estimated long-term average growth rates for mature health clubs.
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.
› NOTE 16 – TAX
1 July
2023
Recognised
in Equity
Recognised in
Profit and Loss
30 June
2024
$
$
$
$
Non-Current Assets
Property, plant and equipment
2,501,035
-
(706,761)
1,794,274
Leased assets
(66,894,422)
-
(12,697,726)
(79,592,148)
Other intangible assets
-
-
-
-
Non-Current Liabilities
Provisions
2,588,636
-
535,810
3,124,446
Lease liabilities
63,821,253
-
10,323,903
74,145,156
Deferred legal costs
646,892
-
(282,177)
364,715
Current Liabilities
Provisions
970,655
-
175,433
1,146,088
Accruals
30,000
-
33,445
63,445
Lease liabilities
10,210,236
-
2,712,255
12,922,491
Equity
Costs of capital raises allocated direct to
equity
-
240,000
(48,000)
192,000
13,874,285
240,000
46,182
14,160,467
Represented by:
Deferred Tax Assets
78,267,672
240,000
13,450,669
91,958,341
Deferred Tax Liabilities
(64,393,387)
-
(13,404,487)
(77,797,874)
13,874,285
240,000
46,182
14,160,467
1 July
2022
Recognised
in Equity
Recognised in
Profit and Loss
30 June
2023
$
$
$
$
Non-Current Assets
Property, plant and equipment
1,924,385
-
576,650
2,501,035
Leased assets
(67,307,526)
-
413,104
(66,894,422)
Other intangible assets
(70,073)
-
70,073
-
Non-Current Liabilities
Provisions
2,290,217
-
298,419
2,588,636
Lease liabilities
64,723,394
-
(902,141)
63,821,253
Deferred legal costs
998,625
-
(351,733)
646,892
Current Liabilities
Provisions
894,776
-
75,879
970,655
Accruals
24,000
-
6,000
30,000
Lease liabilities
8,625,929
-
1,584,307
10,210,236
Equity
Costs of capital raises allocated direct to
equity
112,463
-
(112,463)
-
12,216,190
-
1,658,095
13,874,285
Represented by:
Deferred Tax Assets
77,669,403
-
598,268
78,267,671
Deferred Tax Liabilities
(65,453,213)
-
1,059,827
(64,393,386)
12,216,190
-
1,658,095
13,874,285
All deferred tax assets have been recognised in the statement of financial position.
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 4
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 4
6 8
6 7
Tax Payable
2024
$
2023
$
Current
Income tax payable
3,869,646
3,734,145
› NOTE 17 – TRADE AND OTHER PAYABLES
2024
$
2023
$
Current
Trade payables
7,608,492
6,630,830
Viva Pay payables from membership collections
3,712,850
-
Sundry payables and accrued expenses
2,713,514
2,714,588
14,034,856
9,345,418
All amounts are short-term. The carrying values of trade and other payables are considered to be the fair value.
Refer to note 3 e. for the revenue recognition policy.
2024
$
2023
$
Current
Amounts received in advance for sale of gym memberships
1,654,899
1,772,131
Amounts received in advance for franchise licence sales
2,466,951
1,720,907
Total contract liabilities
4,121,850
3,493,038
› NOTE 18 – CONTRACT LIABILITIES
2024
$
2023
$
(i) AASB 16 related amounts recognised in the balance sheet
RIGHT OF USE ASSETS
Leased buildings:
Opening balance
199,528,212
202,070,522
Additions to right-of-use assets
55,586,203
26,799,541
Remeasurements
5,072,069
1,136,454
Profit on disposal
458,905
-
Other
86,269
(126,918)
Depreciation expense
(35,652,631)
(30,351,387)
Net carrying amount
225,079,027
199,528,212
Leased equipment:
Opening balance
23,453,193
22,287,897
Additions to right-of-use assets
20,607,375
5,204,360
Disposals of right-of-use assets
(23,417)
-
Depreciation expense
(3,809,018)
(4,039,064)
Net carrying amount
40,228,133
23,453,193
Total right-of-use assets
265,307,160
222,981,405
LEASE LIABILITIES
Leased buildings:
Opening balance
228,523,455
225,522,126
Additions to lease liabilities
53,495,658
25,942,245
Remeasurements
5,072,069
1,136,454
Principal repayments
(28,371,474)
(24,077,370)
Net carrying amount
258,719,708
228,523,455
Leased equipment:
Opening balance
18,248,173
18,975,616
Additions to lease liabilities
20,914,859
5,249,770
Principal repayments
(7,657,246)
(5,977,213)
Net carrying amount
31,505,786
18,248,173
Total lease liabilities
290,225,494
246,771,628
Current liabilities
43,074,972
34,034,119
Non-current liabilities
247,150,522
212,737,509
290,225,494
246,771,628
› NOTE 19 – LEASES
Finance lease liabilities are secured against the underlying leased equipment and are at an average interest rate of 6.3%
(2023: 5.4%)
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 4
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 4
7 0
6 9
2024
$
2023
$
Net carrying amount
(ii) AASB 16 related amounts recognised in the statement of profit or loss
Depreciation charge related to right-of-use assets (included in total
depreciation and amortisation expense)
39,461,649
34,390,451
Interest expense on lease liabilities (included in total finance costs)
16,169,150
14,356,750
Profit on disposal
(458,905)
-
(iii) Cash outflows relating to leases / rental payments
Property lease payments
28,371,474
5,977,213
Equipment lease payments
7,657,246
24,077,370
Total cash outflows for leases / rental payments (including interest
payments)
36,028,720
30,054,583
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.
2024
$
2023
$
20.1 Employee benefits - expense
Expenses recognised for employee benefits are analysed below:
Wages and salaries
41,560,209
35,956,504
Employee leave entitlements
505,589
1,666,661
Share based payments
376,551
320,299
Superannuation
4,047,113
3,905,530
Employee Benefits Expense
46,489,462
41,848,994
› NOTE 20 – EMPLOYEE REMUNERATION
20.2 Share-Based Employee Remuneration
As at 30 June 2024, 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 2,268,191 options granted to senior executives:
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:
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 2024
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%
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%
0%
10% to 15% (within target range)
50% - 100%
(on a straight-line basis)
0%
Greater than 15%
(above maximum target)
100%
0%
Greater than 20%
-
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)
50% - 100%
(on a straight-line basis)
0%
Greater than 15%
(above maximum target)
100%
50% - 100%
(on a straight-line basis)
Greater than 20%
-
100%
LTIs (Granted 26 October 2023)
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 2026
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%
50% - 100%
(on a straight-line basis)
Greater than 20%
100%
100%
Tranche 1 of the LTI options granted on 12 November 2020 have vested as the performance hurdle has been met.
Tranche 2 of the LTI options granted on 12 November 2020 have been forfeited as the performance hurdle was not met.
•
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 2024 (TSR
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 4
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 4
7 2
7 1
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.
The fair values of options granted were determined using the Black Scholes option pricing model. The following principal
assumptions were used in the valuation:
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.
In total, $376,551 (2023: $320,299) of employee remuneration expense (all of which related to equity-based payment
transactions) has been included in profit or loss and credited to share option reserve.
LTI (Granted
20 Nov 2020)
LTI (Granted
28 Oct 2021)
LTI (Granted
24 Oct 2022)
LTI (Granted
26 Oct 2023)
No of
Options
No of
Options
No of
Options
No of
Options
Outstanding at 30 June 2023
1,213,334
412,000
613,986
-
Granted
-
-
-
635,538
Forfeited
606,667
-
-
-
Outstanding at 30 June 2024
606,667
412,000
613,986
635,538
Exercisable at 30 June 2024
-
-
-
-
LTI (Granted 20 Nov
2020)
LTI (Granted 28 Oct
2021)
LTI (Granted 24 Oct
2022)
LTI (Granted 26 Oct
2023
Options
Options
Options
Grant date
12 November 2020
28 October 2021
24 October 2022
26 October 2023
Vesting period ends
Release of FY2024 results
Release of FY2024 results
Release of FY2025 Results
Release of FY2026 Results
Share price at grant date ($)
2.75
2.40
1.23
1.40
Volatility
25%
25%
25%
25%
Option Life
5 years
3 years
3 years
3 Years
Dividend yield
0%
0%
0%
0%
Risk free investment rate
2%
2%
2%
4%
Fair value at grant date
474,202
238,960
438,268
406,745
Exercise price at date of grant
3.34
Nil
Nil
Nil
Exercisable from
Release of FY2023 Results
Release of FY2024 Results
Release of FY2025 Results
Release of FY2026 Results
Exercisable to
16 October 2025
16 November 2024
30 Days post vesting
8 October 2026
Weighted average remaining
contractual life
1.30 Years
0.38 Years
1.25 Years
2.27 Years
2024
$
2023
$
20.3 Employee benefits - liabilities
Current:
Employee leave entitlements
3,820,293
3,235,519
Non-Current:
Employee leave entitlements
562,145
414,447
Total employee obligations
4,382,438
3,649,966
› NOTE 21 – PROVISIONS
Employee
Benefits
Property Make
Good
Total
$
$
$
Consolidated Group
Opening balance at 1 July 2023
3,649,966
8,214,338
11,864,304
Additional provisions
1,238,061
1,923,951
3,162,012
Amounts used
(505,589)
(285,616)
(791,205)
Balance at 30 June 2024
4,382,438
9,852,673
14,235,111
2024
2023
$
$
Current:
Employee benefits
3,820,293
3,235,519
Total current provisions
3,820,293
3,235,519
Non-Current:
Employee benefits
562,145
414,447
Property make good
9,852,673
8,214,338
Total non-current provisions
10,414,818
8,628,785
Total provisions
14,235,111
11,864,304
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.
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 and 26 October 2023, 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 of that financial year (TSR measure start date) to the 15 trading period VWAP from 1 July of
the testing year (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.
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 4
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 4
74
7 3
2024
2023
2024
2023
Shares
Shares
$
$
Shares issued and fully paid:
Beginning of the year
89,948,212
89,514,240
128,550,674
128,064,691
Shares issued (less costs of offer)
11,034,483
771,813
15,440,000
916,159
Share buy back
-
(337,841)
-
(430,176)
Total contributed equity at 30 June
100,982,695
89,948,212
143,990,674
128,550,674
› NOTE 22 – EQUITY
22.1 Share Capital
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.
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.
The Group is not subject to any externally imposed capital requirements.
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
2024 and 30 June 2023 are as follows:
2024
2023
$
$
Total borrowings - Market Rate loan
29,115,861
19,394,273
Total borrowings – equipment finance leases
31,505,785
18,248,173
Total borrowings
60,621,646
37,642,446
Less cash and cash equivalents
22,274,377
6,828,484
Net debt
38,347,269
30,813,962
Total equity
109,084,469
90,019,734
Total capital
147,431,738
120,833,696
Gearing ratio
26.0%
25.5%
› NOTE 23 – RESERVES
a. Common Control Reserve
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.
2024
2023
$
$
Common Control Reserve
Beginning of the year
(21,900,880)
(21,900,880)
Net movement in common control reserve
-
-
Total common control reserve at 30 June
(21,900,880)
(21,900,880)
2024
2023
$
$
Share Options Reserve
Beginning of the year
670,832
505,743
Exercise of options by key management personnel
(237,101)
(155,210)
Expensing of options to key management personnel
376,551
320,299
Total share options reserve at 30 June
810,282
670,832
Total Reserves at 30 June
(21,090,598)
(21,230,048)
b. Share Options Reserve
The share option reserve records items recognised as expenses on valuation of employee share options.
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 4
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 4
7 6
7 5
› NOTE 24 – EARNINGS PER SHARE AND DIVIDENDS
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 2024 or 2023).
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:
2024
2023
$
$
Weighted average number of shares used in basic earnings per share
91,455,655
89,995,677
Shares deemed to be issued for no consideration in respect of options granted
2,289,193
4,218,600
Weighted average number of shares used in diluted earnings per share
93,744,848
94,214,277
2024
2023
$
$
The amount of franking credits available for subsequent reporting periods are:
Balance at the end of the reporting period
3,041,287
1,598,613
Franking credits that will arise from payment of (or receivable from) the amount of
provision for income tax (income tax receivable)
3,869,646
3,734,145
Total franking credits
6,910,933
5,332,758
24.2 Dividends
There were no dividends declared or paid during the year (2023: nil)
24.3 Franking Credits
2024
2023
$
$
Cash flows from operating activities
Profit after income tax
3,248,184
3,403,535
Non-cash flows in profit
— depreciation and amortisation
51,868,475
44,175,889
— Net (gain)/loss on disposal of property, plant and equipment
13,084
-
— tax effect of expenses taken to equity
240,000
-
— share based payments
376,551
320,299
— other non-cash items
(428,818)
-
— (increase)/decrease in trade and term debtors
(729,982)
(848,232)
— (increase)/decrease in other assets
(566,659)
(474,082)
— (increase)/decrease in deferred tax
(286,182)
(1,658,095)
— increase/(decrease) in payables
4,369,541
2,337,716
— increase/(decrease) in current tax
135,501
4,888,136
— increase/(decrease) in other liabilities
927,863
551,786
— increase/(decrease) in provisions
280,084
436,084
Net cash from operating activities
59,447,642
53,133,036
› NOTE 25 – RECONCILIATION OF CASH FLOWS
2024
2023
$
$
Remuneration of the auditor for:
Audit and review of financial statements
Financial year ended 30 June
79,300
74,800
Half year ended 31 December
41,000
38,500
Other assurance engagements
10,800
10,200
Total audit services
131,100
123,500
Other non-audit services
Taxation and business services
49,410
29,435
Total non-audit services
49,410
29,435
Total auditor remuneration
180,510
152,935
› NOTE 27 – RELATED PARTY TRANSACTIONS
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.
Short-term employee benefits
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.
2024
$
2023
$
27.1 Transactions with Directors and Key Management Personnel
Short-term Employee Benefits:
Wages and salaries (including Director’s fees, bonuses and Annual Leave
entitlements)
2,630,135
2,512,275
Superannuation
125,523
117,545
Long service leave
77,487
79,776
Share-based payments
376,551
340,585
Total remuneration
3,209,696
3,050,181
› NOTE 26 - AUDITOR REMUNERATION
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 4
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 4
7 8
7 7
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
› NOTE 28 – CONTINGENT LIABILITIES
The company has no contingent assets or liabilities.
Number of clubs
4
3
4
11
Acquisition
Plus Sites
Independent
Sites
A&N Fitness
Total
$
$
$
$
Purchase consideration
Amount settled in cash, net of cash
acquired
3,398,566
5,372,429
5,274,168
14,045,163
Total consideration
3,398,566
5,372,429
5,274,168
14,045,163
Assets and liabilities acquired at
fair value
Property, plant and equipment
196,100
471,000
297,499
964,599
Other net identifiable assets /
(liabilities) acquired
(80,434)
(112,571)
(126,891)
(319,896)
Goodwill
3,282,900
5,014,000
5,103,560
13,400,460
3,398,566
5,372,429
5,274,168
14,045,163
Revenue
949,670
1,242,431
1,141,321
3,333,422
Profit before depreciation,
amortisation, interest and tax
(but including property rental costs)
364,276
390,006
323,207
1,077,489
› NOTE 29 – BUSINESS COMBINATIONS
During the period the Group acquired 11 clubs from various vendors as outlined below:
The acquired business contributed revenues of $3,333,422 and net profit of $1,077,489 to the group from the date of acquisition
to 30 June 2024. Acquisition-related costs amounting to $560,853 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.
Name of Subsidiary
Principal Activity
Proportion of
Ownership Interests
held by the Group
30 June
2024
30 June
2023
Viva Leisure Operations Pty Limited
Health club operation
100%
100%
Viva Leisure People Pty Limited
Health club operation
100%
100%
Viva Leisure Property Pty Limited
Health club operation
100%
100%
Viva Leisure Memberships Pty Limited
Health club operation
100%
100%
Viva Pay Pty Limited
Direct Debit Service Provider
100%
100%
Chain Collective Group Pty Limited
Parent company for franchise operations
100%
100%
Rebalance Pilates & Yoga Group Pty Limited
Health club operation
100%
100%
Psycle Life Pty Limited
Dormant
100%
100%
The Club Group Pty Limited
Dormant
100%
100%
The Club Group (Greenway) Pty Limited
Dormant
100%
100%
Club MMM! Pty Limited
Dormant
100%
100%
HIIT Republic Australia Pty Limited
Health club operation
100%
100%
Plus Fitness Pty Limited
Master franchisor for Plus Fitness (Aust)
100%
100%
Viva Leisure (NZ) Limited
NZ Parent
100%
100%
Viva Leisure Operations (NZ) Limited
NZ operations
100%
100%
Plus Fitness (NZ) Limited
Master franchisor for Plus Fitness (NZ)
100%
100%
Plus Fitness International Pty Limited
Dormant
100%
100%
Club Lime Pty Limited
Dormant
100%
100%
Club Pink Pty Limited
Dormant
100%
100%
Club Blue Pty Limited
Dormant
100%
100%
Club Swim Pty Limited
Dormant
100%
100%
Club Team Pty Limited
Dormant
100%
100%
GroundUp Studios Pty Limited
Dormant
100%
100%
Zoo Fitness Pty Limited
Dormant
100%
0%
Fitness Equipment Rentals Pty Ltd
Fitness Equipment Rental
100%
0%
Viva Leisure Operations (NT) Pty Ltd
Health club operation (Northern Territory)
100%
0%
Viva Pay (NZ) Limited
NZ Direct Debit Service Provider
100%
0%
Contractual Commitments
Within 1 Year
$
1 to 5 Years
$
After 5 Years
$
Total
$
30 June 2024
16,900,000
-
-
16,900,000
30 June 2023
-
-
-
-
› NOTE 31 – CAPITAL COMMITMENTS
At 30 June 2024, Viva Leisure Limited has the following binding capital commitments::
• Acquisition of the assets of South Pacific Health Club location in Williamstown, Vic for $1.0 million. The acquisition
was completed on 19 July 2024
•
Acquisition of the assets of three Gold’s Gyms in WA for $6.4 million. The acquisition was completed on 26 July
2024
•
Acquisition of the share capital of Surge Enterprises Pty Limited and its subsidiaries which comprise five health
clubs in WA for $9.5 million. The acquisition was completed on 29 July 2024.
At 30 June 2023, Viva Leisure Limited had no binding capital commitments.
› NOTE 30 – INTERESTS IN SUBSIDIARIES
2024
$
2023
$
27.2 Related Party Properties
Total related party property transactions
2,650,530
2,687,596
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7 9
Short term exposure
$
Long term exposure
$
30 June 2024
Financial assets
24,794,481
2,330,580
Financial liabilities
(31,673,034)
(42,983,468)
Total exposure
(6,878,553)
(40,652,888)
30 June 2023
Financial assets
8,591,536
1,781,609
Financial liabilities
(20,910,864)
(26,077,000)
Total exposure
(12,319,328)
(24,295,391)
Profit for the Year
Equity
$
$
$
$
30 June 2024
(136,830)
136,830
(136,830)
136,830
30 June 2023
(251,316)
251,316
(251,316)
251,316
› NOTE 32 – FINANCIAL INSTRUMENT RISK
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.
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.
32.1 Market Risk Analysis
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.
Interest rate sensitivity
Interest rate sensitivity
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 2024, 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%
(2023: +/- 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.
32.2 Credit Risk Analysis
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 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.
The majority of the Group’s customers 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.
32.3 Liquidity Risk Analysis
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.
Within 1 Year
1 to 5 Years
Over 5 Years
Total
2024
$
2023
$
2024
$
2023
$
2024
$
2023
$
2024
$
2023
$
Consolidated Group
Financial liabilities due for payment
Trade and other
payables
14,034,856
9,345,418
-
-
-
-
14,034,856
9,345,418
Bank loans
8,291,023
6,669,899
20,824,838
14,890,108
-
-
29,115,861
21,560,007
Finance lease
liabilities
59,622,669
47,626,783
192,869,060
157,193,376
107,098,076
106,432,862
359,589,805
311,253,021
Total expected
outflows
81,948,548
63,642,100
213,693,898
172,083,484
107,098,076
106,432,862
402,740,522
342,158,446
Financial assets – cash flows realisable
Cash and cash
equivalents
22,274,377
6,828,484
-
-
-
-
22,274,377
6,828,484
Trade
receivables
2,520,104
1,763,052
211,910
238,981
-
-
2,732,014
2,002,033
Other assets
-
-
2,118,670
1,542,628
-
-
2,118,670
1,542,628
Total
anticipated
inflows
24,794, 481
8,591,536
2,330,580
1,781,609
-
-
27,125,061
10,373,145
Net (outflow)/
inflow on
financial
instruments
(57,154,067)
(55,050,564)
(211,363,318)
(170,301,875)
(107,098,076)
(106,432,862)
(375,615,461)
(331,785,301)
32.4 Financial Risk Management
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› NOTE 33 – FAIR VALUE MEASUREMENT
Financial assets and financial liabilities measured at fair value in the statement of financial position are measured at amortised
cost.
2024
$
2023
$
Statement of Financial Position
Current Assets
121,841,799
106,401,799
Non-Current Assets
11,838
11,838
Total Assets
121,853,637
106,413,637
Current Liabilities
13,527
12,087
Total Liabilities
13,527
12,087
Net Assets
121,840,110
106,401,550
Issued Capital
143,990,673
128,550,673
Reserves
(21,230,048)
(21,230,048)
Retained Earnings
(920,515)
(919,075)
Total Equity
121,840,110
106,401,550
Statement of Profit and Loss and Other Comprehensive Income
Loss for the year
(1,440)
(165,089)
Other comprehensive income
-
-
Total Comprehensive Income
(1,440)
(165,089)
Guarantees and Security Interests
There are several asset specific security interests registered on the PPS Register against each of the members of the Group
listed at Note 30.
In addition, the bank loans mature on 31 July 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 3.49%
› NOTE 34 – PARENT ENTITY INFORMATION
Contractual Commitments
Within 1 Year
1 to 5
Years
After 5 Years
Total
$
$
$
$
30 June 2024
16,900,000
-
-
16,900,000
30 June 2023
-
-
-
-
› NOTE 35 – EVENTS AFTER THE REPORTING PERIOD
During July 2024, the Group:
•
Completed the acquisition of the assets of a second South Pacific Health Clubs location in Williamstown, Vic
•
Completed the acquisition of the assets of three Gold’s Gyms in WA
•
Completed the acquisition of the share capital of Surge Enterprises Pty Limited and its subsidiaries which comprise five
health clubs in WA
During August 2024, the Group executed a revised Term Sheet with Commonwealth Bank of Australia, which when implemented
will provide significant flexibility with the Group’s ability to access debt, while improving the level of free cash flows available.
The proposed facilities comprise:
•
A three-year term
•
Facility A: $130 million Cash Advance Facility
•
Facility B: $35 million Bank Guarantee Facility
•
An additional $50 million Accordion Facility, (available under certain conditions)
•
An overall margin reduction in Facility A of 0.74%, with an increase in margin on Facility B of 0.44%
No other 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.
› NOTE 36 - COMPANY INFORMATION
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 DKSN 2.0 North Building, Level 3,
23 Challis Street, Dickson ACT 2602.
Contractual commitments
At 30 June 2024, Viva Leisure Limited has the following binding contractual commitments:
•
Acquisition of the assets of South Pacific Health Club location in Williamstown, Vic for $1.0 million. The acquisition was
completed on 19 July 2024.
•
Acquisition of the assets of three Gold’s Gyms in WA for $6.4 million. The acquisition was completed on 26 July 2024.
•
Acquisition of the share capital of Surge Enterprises Pty Limited and its subsidiaries which comprise five health clubs in WA
for $9.5 million. The acquisition was completed on 29 July 2024.
At 30 June 2023, Viva Leisure Limited had no binding capital commitments
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DIRECTORS'
DECLARATION
VIVA LEISURE GROUP
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CONSOLIDATED ENTITY DISCLOSURE STATEMENT
Name of Entity
Entity Type
Country of
Incorporation
Ownership
Interest
Tax Residency
Viva Leisure Operations Pty Limited
Body Corporate
Australia
100%
Australia
Viva Leisure People Pty Limited
Body Corporate
Australia
100%
Australia
Viva Leisure Property Pty Limited
Body Corporate
Australia
100%
Australia
Viva Leisure Memberships Pty Limited
Body Corporate
Australia
100%
Australia
Viva Pay Pty Limited
Body Corporate
Australia
100%
Australia
Chain Collective Group Pty Limited
Body Corporate
Australia
100%
Australia
Rebalance Pilates & Yoga Group Pty Limited
Body Corporate
Australia
100%
Australia
Psycle Life Pty Limited
Body Corporate
Australia
100%
Australia
The Club Group Pty Limited
Body Corporate
Australia
100%
Australia
The Club Group (Greenway) Pty Limited
Body Corporate
Australia
100%
Australia
Club MMM! Pty Limited
Body Corporate
Australia
100%
Australia
HIIT Republic Australia Pty Limited
Body Corporate
Australia
100%
Australia
Plus Fitness Pty Limited
Body Corporate
Australia
100%
Australia
Viva Leisure (NZ) Limited
Body Corporate
New Zealand
100%
New Zealand
Viva Leisure Operations (NZ) Limited
Body Corporate
New Zealand
100%
New Zealand
Plus Fitness (NZ) Limited
Body Corporate
New Zealand
100%
New Zealand
Plus Fitness International Pty Limited
Body Corporate
Australia
100%
Australia
Club Lime Pty Limited
Body Corporate
Australia
100%
Australia
Club Pink Pty Limited
Body Corporate
Australia
100%
Australia
Club Blue Pty Limited
Body Corporate
Australia
100%
Australia
Club Swim Pty Limited
Body Corporate
Australia
100%
Australia
Club Team Pty Limited
Body Corporate
Australia
100%
Australia
GroundUp Studios Pty Limited
Body Corporate
Australia
100%
Australia
Zoo Fitness Pty Limited
Body Corporate
Australia
100%
Australia
Fitness Equipment Rentals Pty Ltd
Body Corporate
Australia
100%
Australia
Viva Leisure Operations (NT) Pty Ltd
Body Corporate
Australia
100%
Australia
Viva Pay (NZ) Limited
Body Corporate
New Zealand
100%
New Zealand
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VIVA LEISURE GROUP DIRECTORS DECLARATION
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 2024 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.
c) The information disclosed in the consolidated entity disclosure statement is true and correct.
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 2024.
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 KO N S TA N T I N O U
Dated this 13th day of August 2024
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INDEPENDENT
AUDITOR'S
REPORT
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Shareholder
Number Held
% of Issued
Shares
SHJA MANAGEMENT PTY LTD
18,688,434
18.51%
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
17,077,309
16.91%
CITICORP NOMINEES PTY LIMITED
14,677,978
14.54%
CAPITAL PROPERTY CORPORATION PTY LTD
8,158,872
8.08%
UBS NOMINEES PTY LTD
7,195,252
7.13%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
5,235,394
5.18%
CAPITAL PROPERTY CORPORATION PTY LTD
3,012,239
2.98%
HARRY KONSTANTINOU
1,542,068
1.53%
NATIONAL NOMINEES LIMITED
1,396,241
1.38%
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
1,353,085
1.34%
MR JOHN KONSTANTINOU
1,079,903
1.07%
PACIFIC L PTY LTD
972,100
0.96%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
939,159
0.93%
PORTMAN TRADING PTY LIMITED
900,000
0.89%
BNP PARIBAS NOMINEES PTY LTD
893,105
0.88%
WARBONT NOMINEES PTY LTD
846,435
0.84%
MOORGATE INVESTMENTS PTY LTD
840,488
0.83%
BNP PARIBAS NOMS PTY LTD
695,295
0.69%
BUTTONWOOD NOMINEES PTY LTD
676,483
0.67%
CERTANE CT PTY LTD
536,258
0.53%
Holding
Total No. of
Shares Held
No. of
Shareholders
100,001 and over
91,941,903
47
10,001 – 100,000
5,676,390
203
5,001 – 10,000
1,031,561
138
1,001 – 5,000
1,581,714
739
1 – 1,000
751,127
1,123
100,982,695
2,250
Holding
Total No. of
Options Held
No. of Option
Holders
100,001 and over
2,268,191
4
10,001 – 100,000
-
-
5,001 – 10,000
-
-
1,001 – 5,000
-
-
1 – 1,000
-
-
2,268,191
4
The following information is current as at 16 September 2024
1. DISTRIBUTION OF SHAREHOLDERS
The Distribution of issued capital is as follows:
2. DISTRIBUTION OF OPTIONS
3. 20 LARGEST SHAREHOLDERS
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ADDITIONAL
INFORMATION
FOR LISTED
COMPANIES
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5. LESS THAN MARKETABLE PARCEL OF ORDINARY SHARES
There are 270 shareholders with an unmarketable parcel totalling 53,967 shares.
6. UNQUOTED EQUITY SECURITIES
The company had the following unquoted securities on issue as at 16 September 2024
Substantial Shareholders
Number of
Shares
% of Issued
Shares
SHJA MANAGEMENT PTY LTD
18,688,434
18.51%
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
17,077,309
16.91%
CITICORP NOMINEES PTY LIMITED
14,677,978
14.54%
CAPITAL PROPERTY CORPORATION PTY LTD
8,158,872
8.08%
UBS NOMINEES PTY LTD
7,195,252
7.13%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
5,235,394
5.18%
7. RESTRICTED SECURITIES
The company had no restricted securities on issue as at 16 September 2024.
8. VOTING 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. ON-MARKET 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 10 September 2024 and the buy-back period will run for the duration of one year, until 9
September 2025. 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.
4. SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed in the holding company’s register as at 16 September 2024:
Security
No. of Securities
Unquoted Options
2,268,191
CORPORATE
DIRECTORY
OTHER INFORMATION
COMPANY SECRETARY:
Kym Gallagher
REGISTERED OFFICE AND PRINCIPAL PLACE OF
BUSINESS:
DKSN 2.0 North Building, Level 3, 23 Challis Street, Dickson
ACT 2602.
REGISTERS OF SECURITIES ARE HELD AT THE
FOLLOWING ADDRESSES:
Automic Registry Services Level 5, 126 Phillip Street Sydney
NSW 2000
STOCK EXCHANGE 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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