Record underlying profit, $0.15 dividend, positive outlook
INTEGRATED ANNUAL
REPORT 2023
UNITED
FOR GROWTH
INTERNATIONAL
BORDERS ARE OPEN
AND PEOPLE
ARE TRAVELLING AGAIN.
The road ahead to global
growth is straightening out and
we’re looking forward to making
real progress. The Apollo integration
is going smoothly and gathering
pace. And with it, a new thl is fast
emerging; a stronger global entity
than before with the most diverse
and complete offer for the
very best in Recreational
Vehicle (RV) living.
thl INTEGRATED ANNUAL REPORT 2023
Dear Shareholders
On behalf of the Board, we present the 2023 Integrated Report and consolidated financial
statements (financial statements) for the year ended 30 June 2023 (FY23).
The Board acknowledges its responsibility to ensure the integrity of the Integrated Report.
We have been delivering an Integrated Annual Report for thl stakeholders since FY19. We
believe the Integrated Reporting <IR> Framework enables us to provide a holistic view of our
context and business that is increasingly relevant in today’s complex and dynamic business
environment. The Board has applied its mind to the Integrated Report and believes that
it addresses the most material issues, presents fairly the integrated performance of the
organisation and its impacts in accordance with the principles set out in the International
Integrated Reporting Council (IIRC) Framework. The Integrated Report has been prepared
according to the IIRC guidelines. The Integrated Report was approved by the Board on
28 August 2023 and is signed on its behalf by:
Cathy Quinn ONZM
Chair
Rob Hamilton
Chair of the Audit
& Risk Committee
02A letter from the Chair
04A letter from the CEO
08Our Year in Review
09A Momentous Year of Achievements
10thl at a Glance
12Creating System Value
13Our Value Creation Model
15Our Business
16We Are One
17We Are RV
18We Are On Track
19Project Orange
20We are RV
21A Global RV Leader
22Our Build/Buy Model
24Our Rental Model
25Our Sales Model
28Our Tourism Experiences
29Our People and Responsibility
30Our Crew, Navigating Change
32Diversity and Inclusion Developments
34Our Global Sustainability Programme
37Our Responsible Management Disclosures
38Our FY23 Carbon Footprint
40Our Climate Disclosures
42Our FY23 Future-Fit Health Check
44Our Enterprise Risk Management Framework
47Our Financial Statements
48Directors’ Statement
99Independent auditor’s report
105Corporate Governance
122Board of Directors
124Corporate Information
CONTENTS
01
thl INTEGRATED ANNUAL REPORT 2023
A letter from
the Chair
Dear Shareholders
On behalf of the Board, I present the
financial statements for the full year
ended 30 June 2023 (FY23). In our first
year returning to profitability since the
start of the pandemic, I am pleased to
confirm that thl has delivered a statutory
net profit after tax (NPAT) of $49.9M,
representing an increase of $52.0M on the
prior year (FY22 statutory net loss after tax
of $2.1M). It is an excellent result and is
evidence that the new thl, following the
merger of thl and Apollo in FY23, is a
larger and stronger entity that is
positioned for future growth.
The Board would also like to take the
opportunity to thank thl and former Apollo
shareholders for their support of the
businesses through-out an unprecedented
challenging period. We are pleased that we
have been able to reward your support
with our strong return to profitability in
FY23, and to see that the thl share price
increased by 65% from the start to the
end of FY23.
thl has achieved many new milestones in
the last financial year, including a listing on
the Australian Stock Exchange as a foreign-
exempt entity. With the addition of our
Australian-based Directors, Sophie Mitchell,
Robert Baker and Luke Trouchet, the thl
Board has strong Australian governance
and capital markets experience befitting
an ASX-listed company. The Board is
strongly focused on supporting the
future growth of thl while appropriately
managing the risks to our business and
people. Embedding a strong health and
safety culture at all levels is an ongoing
priority. As an operational business it is
important that our crew have comfort
that they can expect to go home safely
at the end of each day.
The Board is strongly focused on
supporting the future growth of thl
while appropriately managing the
risks to our business and people.
CATHY QUINN ONZM – CHAIR
02
thl INTEGRATED ANNUAL REPORT 2023A LETTER FROM THE CHAIR
During the year we also saw Karl Trouchet’s
retirement from the business. Having
grown up in the family business, in more
recent years Karl held roles with Apollo
as Chief Financial Officer and Executive
Director. On behalf of the thl Board,
I would like to acknowledge Karl’s
significant contribution to the business
over that time. Both Luke and Karl have
shown a real commitment to thl being
the best it can be.
In 2022 we indicated an intent to
recommence dividends once the merged
group delivered a full year of profit similar
to pre-COVID-19 performance, and that a
review of the dividend policy could result
in a lower pay-out ratio than our pre-
COVID-19 policy (which was a pay-out
ratio of 75 to 90% of NPAT).
As thl has now delivered a financial year’s
profit that has exceeded pre-COVID-19
performance, we are pleased to
recommence dividends with an FY23
dividend of 15 cents per share. This
dividend represents an approximate 42%
NPAT pay-out ratio based on the pro forma
underlying NPAT of $77.1M1. The dividend
represents a full year dividend as no
interim dividend was paid. The timing
of dividend payments in September
complements the seasonal annual
cashflow cycle of the business and enables
more efficient capital management. As
such, we expect the value of any future
dividend payments to be more weighted
towards the final dividend.
The Board have now had the opportunity
to establish an appropriate new dividend
policy, factoring in matters including thl’s
equity position, anticipated fleet regrowth
capital requirements and tax efficiency
given the global nature of thl’s operations.
The Board have agreed that thl will target
a dividend pay-out ratio of 40 to 60% of
underlying net profit after tax.
The company today has multiple growth
levers available to it through the continued
expansion of the Build/Buy - Rent - Sell
model in New Zealand, Australia, North
America and the UK/Europe markets. We
also have a positive history of delivering on
value-adding acquisitions, which we will
continue to explore in future.
Lastly, I would like to acknowledge and
thank all our crew globally. Managing
the strong recovery of tourism volumes
globally alongside the integration of two
large businesses is no easy task, however
our crew have been able to do so while
delivering a record result. The degree of
positive change and results has been
unprecedented.
Grant will cover more details on outlook
in his report.
Cathy Quinn ONZM
Chair
STATUTORY F Y 2 3 NPAT
$49.9M
1 Pro forma underlying NPAT is a non-GAAP measure which includes the results of Apollo and Just go for the 12-months of
FY23 on an assumed 100% ownership basis, notwithstanding that those acquisitions took place part way through the year.
It is not a defined term in New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS). Refer to the
FY23 Investor Presentation for a reconciliation to statutory NPAT.
03
thl INTEGRATED ANNUAL REPORT 2023
A LETTER FROM THE CHAIR
As an organisation, thl is also in a positive position today
with an outlook that should create the opportunity for
several years of sustainable earnings growth.
GRANT WEBSTER – CEO
A letter from
the CEO
04
thl INTEGRATED ANNUAL REPORT 2023
A LETTER FROM THE CEO
Dear Shareholders
We believe it is one of those times to
reflect and celebrate. thl has delivered
a record underlying NPAT having
successfully merged with Apollo Tourism
& Leisure in November 2022 alongside a
long list of other achievements and
progress. The year saw two successful
businesses aligned to form the bigger,
stronger entity that we are today – the
world’s largest commercial Recreational
Vehicle (RV) rental operator, and so much
more. The reality is we aren’t stopping to
celebrate. We have much to do and more
opportunities to maximise.
We have been incredibly active as an
organisation, not only with the strong
momentum in integrating thl and Apollo,
but across all aspects of our business.
We’ve opened new locations, launched
new fleet and retail products and have
been driving forward our sustainability
initiatives. All while managing the return
of international tourism globally and
delivering a record result. It is a strong
testament to all our thl crew globally (old
and new), who come to work every day
with an immense passion for creating
unforgettable journeys.
The tourism industry today is in a positive
place globally. While it is not immune to
broader cost pressures and economic
deterioration, tourism has a unique
COVID-19 recovery demand profile and
competitive landscape that creates an
opportunity for growth for those that are
able to capitalise on it. On the contrary, the
automotive industry is facing challenges
after its COVID-19 pandemic boom, and we
have highlighted our expectation that sales
margins are normalising. Yet this is still a
market where, on balance, we see we are
gaining share.
As an organisation, thl is also in a positive
position today with an outlook that should
create the opportunity for several years of
sustainable earnings growth. The merger
was the first step in creating a platform
for future growth and now that we have
created that platform, we are assessing
the growth options ahead of us, including
through the continued expansion of the
Build – Rent – Sell model globally and
exploring acquisition opportunities as
they arise.
05
thl INTEGRATED ANNUAL REPORT 2023
A LETTER FROM THE CEO
The FY23 results
As with our interim results, we recognise
that the completion of the merger part
way through the financial year has created
a complex set of financial statements.
Looking to the actual
performance in the year, the
statutory NPAT of $49.9M and
pro forma underlying NPAT
of $77.1M is an excellent
achievement, representing a
significant return to profitability.
Given the complexity of the result, we
are committed to providing you, our
shareholders, with a view of our results
that we believe can assist you with a
comparison to our historical performance.
We have therefore presented a pro forma
of the results including both the thl and
Apollo businesses across the full 12 months
of FY23. It also includes the results of Just
go in Q1 FY23 assuming 100% ownership,
notwithstanding it being a 49% owned
joint venture until October 2022. We see
this as providing a view of how our
combined business can potentially
perform across a full 12-month period,
and therefore is a good starting point
to consider future performance.
One of the complexities of the financial
statements has been the impact from
the acquisition accounting adjustments
relating to the merger with Apollo. Under
the process, thl has been required to fair
value all of Apollo’s assets and liabilities.
While this work is not yet complete, the
provisional adjustments to values have
resulted in both a balance sheet and
earnings impact in FY23. There will be
some ongoing impact on reported
earnings, which we go into more detail
on in the Investor Presentation, which I
recommend that you read in conjunction
with this report.
FY23 saw the New Zealand and Australian
businesses return to strength, particularly
the rental businesses which achieved
significant average rental yield growth. The
Tourism division recovered to profitability
with international tourists returning to
New Zealand from August 2022 onwards.
International tourism volumes to these
markets are recovering positively with our
businesses in these markets positioned to
perform well in the coming period.
Our RV rental businesses in the Northern
Hemisphere have been having a positive
calendar 2023 high season. There has been
a recent softening of sales demand in
North America from constrained
household budgets due to the rising cost
of living, however as a supplier of used RVs
we are positioned better than most with
our products sitting at a lower price point.
We are seeing the industry manage the
broader impacts well and with the recent
category growth in RV travel, we have
confidence in the medium to long-term
growth opportunities in the market.
Action Manufacturing Group achieved a
record result on both a standalone basis
and post-elimination basis (eliminating thl
revenue). The business continues to grow
its commercial vehicle manufacturing
scale having embedded the acquisitions
of Freighter and Transcold in the year.
Integration and synergies on track
To date, eight months after completion,
we have realised the previously stated
synergies targets at a faster than expected
pace. Most notably, by June we had
completed the consolidation of 13 branches
across the New Zealand, Australian and
UK rental businesses.
Our work continues in uncovering and
leveraging further merger benefits
across properties, fleet, IT systems,
procurement and processes. Every day
I hear of conversations across the business
about how the old thl and Apollo
approached things, the reasons for any
differences and how best the collective
proceeds. These are often about nuanced
aspects of operating an RV business, in a
way that only happens when you bring
the two leaders in the RV rental industry
together. They demonstrate the value of
the intellectual property in our collective
and the unquantifiable opportunities for
improvements by taking the best parts of
1
Includes thl closing balance of 4,062 at 30 June 2022 and Apollo’s closing balance of 2,613 at 30 June 2022. thl closing balance includes Just go fleet.
06
thl INTEGRATED ANNUAL REPORT 2023
each business moving forward. It creates
an exciting challenge for the crew across
the business.
During the year we spent approximately
$3M in synergy implementation costs
(excluding merger transaction costs)
and estimate that approximately $5M in
cumulative synergies were realised. Based
on this, we believe there was a $2M net
cash saving contribution to our FY23
performance. We remain on track with our
original expectations for the expected fixed
synergies to be fully realised by the end
of FY25 or earlier.
Managing our fleet regrowth
and capital structure
During FY23, we invested approximately
$404M in gross capital expenditure
(mostly on new fleet), or $119M on net
capital expenditure after deducting sales
proceeds from vehicles sold during the
year, in each case on a pro forma basis. This
investment saw our combined fleet grow
by over 550 vehicles from 6,675 at the start
of the financial year
1
to a closing fleet of
7,233 as at 30 June 2023.
We are focused on smart fleet
growth and continue to manage
the right balance between
maximising utilisation, rental
yields and vehicles sales margins.
We expect to invest approximately the
same net capital expenditure as FY23
(~$160M) in net fleet capital expenditure
for FY24. The bulk of this net investment
is expected to be in New Zealand and
Australia. We also see an opportunity to
significantly grow our business in the UK
market and will be investing in growing
fleet in that region.
In North America, we saw that wholesale
demand slow to return in the early selling
season, expected partly due to dealers
having overstocked on towable vehicles,
extended winter weather conditions and
uncertainty around the rising interest rates.
As the season has progressed it has
become clearer that demand for retail RV
sales in North America is softening due to
the current macroconditions. Positively we
see thl as being in a stronger position than
most as we sell used motorised RVs
exclusively. Used RVs are available at a
lower price point, so has the benefit of
buyers substituting down from the more
expensive option of a new motorhome.
We are seeing the industry manage the
changes well, with new RV supply
responding quickly to the changes in
demand. Market expectations are that new
RV shipments in 2023 will be at ~50% of
2022 volumes, showing that manufacturers
are conscious of managing the conditions
in the overall market.
As we have shown, we are capable of
managing purchases to rental and sales
demand to keep fleet utilised. This will
likely mean a more conservative purchase
volume for CY24 in North America than
previously anticipated.
Most importantly, RV travel has
experienced category growth over recent
years with appeal to a new generation of
younger customers. We have confidence
that in the medium to long-term, the
industry will experience ongoing growth,
and that we are managing the near-term
impacts well.
Our medium-term expectations are
now that global fleet will be below 9,500
vehicles at the end of FY25. We will be
monitoring how the return of supply
impacts the market dynamics in each
operating jurisdiction and are maintaining
a focus on market share, indeed aiming to
grow share in some markets as demand
increases. A key message I would hope was
taken from our Investor Day materials is
that we are heavily focused on fleet
management, are proactive in responding
to changing market conditions and have
multiple levers that we can apply to
appropriately manage any situation.
We have confidence in funding our
fleet regrowth programme through our
available debt facilities and expected
future retained earnings. Our net debt
at 30 June of $285M is in a good position
representing a net debt to EBITDA ratio of
~1.3x based on our pro forma FY23 EBITDA.
We continue to have strong lender support
with the recent refinance of our syndicated
bank facilities seeing an increase in facility
size and lower borrowing fees reflecting
the strengthening outlook in the
tourism industry.
The return of dividends
As mentioned by the Chair, we are pleased
to confirm thl’s new dividend policy which
targets a pay-out ratio of 40 to 60% of
underlying NPAT and to declare a dividend
A LETTER FROM THE CEO
07
thl INTEGRATED ANNUAL REPORT 2023
The start of a new era
The tourism industry was certainly severely
impacted during the COVID-19 related
international border closures. It saw us
reduce the number of crew, sell fleet and
properties, cease dividends and seriously
change the way we look at the business.
Due solely to the great work of the crew
across the business and the leadership
of the Board and Executive team we are
today a better, bigger business, with
more to come in our story. If you are a
shareholder or crew member reading this
report, enjoy the next part of the ride, we
will remain curious, be happy to receive
feedback from any of you, and we will
always aim to do the right thing.
Grant Webster
CEO
of 15 cents per share. The final dividend will
be 100% imputed and 25% franked.
The Dividend Reinvestment Plan is
available to those eligible shareholders that
wish to participate and a 2% discount is
available. I recommend that you read our
Investor Presentation for more detail on
the dividend and read our Dividend
Reinvestment Plan Offer Document
available at the Dividends section of
www.thlonline.com for further information.
Leveraging retail opportunities
thl today, post-merger, has a much larger
footprint, experience set and capital
allocation within the retail RV sales market
globally. A significant proportion of our
global retail sales volumes are generated in
the Australian market, where we had over
1,300 retail RV sales (without including any
sales by Apollo before the merger). We
have been exploring the retail model as it
stands in each country to determine the
best approach and footprint to maximise
the future opportunity. Retail sales are a
critical component of thl’s business model
and an aspect that we have prided
ourselves on improving over consecutive
years. We will look to update the market
by the end of the calendar year about our
direction for retail sales within the group.
Other highlights from the year
FY23 has been a year of real achievement
across the business. We share some of
these stories in the Integrated Annual
Report, however some key highlights
outside of the merger include:
1. Global roll-out of Motek (formerly
Cosmos) – the implementation of our
bespoke global fleet management and
scheduling systems into the United
States and UK businesses, and
integration of the thl and Apollo fleets
in Australasia, is a major milestone that
will create opportunities for efficiency
and optimisation
2. Manufacturing acquisitions –
the continued diversification and
strengthening of our manufacturing
capabilities with Action’s acquisitions of
Freighter and Transcold in New Zealand
3. Acquisition of the remaining interest
in Just go – following the purchase of
the remaining 51% shareholding, thl
now has a meaningful combined RV
rentals presence in UK/Ireland between
Just go and Bunk Campers with
ambitions to grow the fleet in this
market to 1,000+ in future
4. Restart of Kiwi Experience – with the
return of international tourists to New
Zealand, Kiwi Experience restarted
operations for a hugely successful
2022/2023 season, after several years
of hibernation.
Outlook – FY24 and beyond
The merger of thl and Apollo has created a
platform for future growth, and while we
are focused on integration and synergy
realisation, we intend that the new
collective continues this growth in
the coming years.
For thl, we believe the pro forma underlying
NPAT in FY23 is a good starting point that
illustrates the merged group’s underlying
performance across a full 12 months.
Looking ahead to FY24, we must consider
several additional factors:
• our focus on synergy realisation is
expected to deliver a material benefit,
particularly given that the cost synergy
savings in FY23 were mostly offset by
implementation costs incurred in
the period;
• we intend to continue to grow our
global fleet size, bookings and volume in
line with returning airline capacity and
the ongoing recovery of international
tourism demand, on a considered
market-by-market basis; and
• we expect the performance to be
positively underpinned by the current
strong RV rental yields.
We expect that the growth from these
improvements would be partly offset by:
• the continuing normalisation of vehicle
sales margins and, in some cases,
volumes; and
• the ongoing increase in core operating
costs due to inflation, particularly in
vehicle costs (resulting in higher
ongoing holding costs), interest costs,
labour, general expenses and property
lease costs.
The Apollo acquisition accounting
adjustments will also have an impact on
the reported FY24 NPAT, estimated to be a
reduction of $4.4M. It is important to note
that this is an accounting impact and does
not change the cash or economic
performance of the business.
We are positive about thl’s opportunity for
growth in FY24 and beyond, and intend to
provide further guidance on our medium-
term growth aspirations at the 2023
Annual Meeting.
A LETTER FROM THE CEO
AS AT 30 JUNE 2023
Our Year in Review
+$52.0M
STATUTORY
NET PROFIT
AFTER TAX (NPAT)
$
49.9
M
(FY22: -$2.1M)
+$226.6M
NET DEBT
4
$
285.1
M
(FY22: $58.5M)
+$53.2M
UNDERLYING NPAT
1
$
47.8
M
(FY22: -$5.4M)
+3,172
FLEET AT YEAR END
7,233
(FY22: 4,061)
5
UNDERLYING PRO
FORMA NPAT
1,2
$
77.1
M
(FY22: N/A)
+$318.0M
TOTAL REVENUE
$
663.8
M
(FY22: $345.8M)
+$82.0M
EBIT
$
88.9
M
(FY22: $6.9M)
UNDERLYING
PRO FORMA NPAT
1,2,3
(REMOVING ACQUISITION
ACCOUNTING ADJUSTMENTS)
$
81.1
M
(FY22: N/A)
1
Excludes the following non-recurring items: A $4.1M gain on the revaluation of 49% shareholding in Just
Go and existing Apollo shares, a $1.0M gain on revaluation of shares held in Camplify Holdings Limited;
offset by $$3.0M (after tax) of transaction costs in relation to the Apollo merger.
2
Includes 12 months of Apollo and Just go results at assumed 100% ownership, notwithstanding that
those businesses became wholly-owned part way through the year. Refer to the Investor Presentation
for reconciliations to Statutory NPAT.
3
$81.1M result is after removing the $4.0M net reduction in NPAT impact of the Apollo acquisition
accounting adjustments.
4
Net debt refers to interest bearing loans and borrowings less cash and cash equivalents.
5
4,061 includes Just go fleet and therefore differs from thl’s reported fleet at FY22 year-end of 3,858.
08
thl INTEGRATED ANNUAL REPORT 2023
OUR YEAR IN REVIEW
The last 12 months have seen numerous achievements and new milestones.
We have merged thl and Apollo to create the world’s largest commercial RV
rental operator. We have delivered a record profit result. We have listed on
the Australian Stock Exchange and we have recommenced the payment
of dividends. It is a truly exciting time at thl as we have taken actions and
capitalised on opportunities over the last 12 months to create the potential
for years of future growth.
A Momentous Year
of Achievements
RELAUNCH OF
KIWI EXPERIENCE
FROM HIBERNATION
RETURN OF
INTERNATIONAL TOURISTS
TO DISCOVER WAITOMO
ROLL OUT OF MOTEK, OUR
GLOBAL BOOKING AND FLEET
MANAGEMENT PLATFORM
IMPLEMENTED NEW FINANCING
ARRANGEMENTS FOR
MERGED GROUP
RATIONALISATION OF
FINANCING STRUCTURE WITH
REDUCTION OF LENDERS
LAUNCH OF NEW
FUTURE FLEET EV
PROJECTS GLOBALLY
US OPERATIONS REDUCED
WATER USE BY 50% OVER
LAST FOUR YEARS
AUSTRALIA BRANCHES
REDUCED ELECTRICITY USE BY
22% OVER LAST THREE YEARS
MELBOURNE REDUCED
WASTE BY 35% OVER LAST
THREE YEARS
ROLLOUT OF NEW
FUTURE-FIT BRANCH ACTION
PLANS GLOBALLY
LAX REDUCED WASTE TO
LANDFILL BY ~30% OVER LAST
THREE YEARS
211 NOMINATIONS
FOR CREW
RECOGNITION AWARD
TRANSFORMATIONAL
MERGER WITH APOLLO
TOURISM & LEISURE LTD
ACHIEVED HIGHEST MARKET
CAPITALISATION IN
thl’s HISTORY IN FY23
DUAL-LISTED
ON AUSTRALIAN
STOCK EXCHANGE
DELIVERED A RECORD
UNDERLYING NET PROFIT
AFTER TAX RESULT
ACTION MANUFACTURING’S
ACQUISITIONS OF TRANSCOLD
AND FREIGHTER
ACQUIRED REMAINING
SHAREHOLDING IN
JUST GO MOTORHOMES
CONSOLIDATION OF 13 thl
AND APOLLO BRANCHES
ACROSS AUSTRALASIA
DIVESTMENT OF
MOTORHOMES AND BRANCHES
TO JUCY RENTALS
NEW PLATINUM
4-BERTH AND 6-BERTH
VEHICLE DESIGNS
EXPANSION OF TOWABLE AND
MOTORISED PRODUCT RANGE IN
AUSTRALIAN RV DEALERSHIPS
RELOCATION OF
ACTION MANUFACTURING
TO NEW HAMILTON FACTORY
SALE AND LEASEBACK
OF APOLLO’S PROPERTIES
IN CANADA
09
thl INTEGRATED ANNUAL REPORT 2023
A MOMENTOUS YEAR OF ACHIEVEMENTS
thl at a Glance
1,400
FLEET SIZE
909
EMPLOYEES
334,540
CUSTOMER EXPERIENCES
DELIVERED1
2,081
FLEET SIZE
703
EMPLOYEES
66,427
CUSTOMER EXPERIENCES
DELIVERED
Auckland – CBD and Mangere,
Christchurch, Hamilton,
Palmerston North,
Queenstown, Waitomo
Adelaide, Alice Springs, Brisbane,
Broome, Cairns, Darwin, Hobart,
Melbourne, Perth, Sydney
436
VEHICLE SALES COMPLETED
1,478
VEHICLE SALES COMPLETED
EmployeesTotal number of employees including casual staff, as of 30 June 2023.
Fleet SizeTotal rental fleet, as of 30 June 2023.
Customer
Experiences
Delivered
Approximate number of customer experiences delivered, excluding
retail but including experiences through vehicle rentals, Discover
Waitomo products and Kiwi Experience, as of 30 June 2023. Figures
include Apollo customer experiences from 1 July 2022.
Vehicle Sales
Completed
Total ex-fleet, retail and trade-in sales in FY23. Excludes sales by
Apollo prior to merger on 30 November 2022. Includes vehicle
write-offs.
1 New Zealand customer experiences higher than other markets due to inclusion of Discover Waitomo and Kiwi Experience.
10
thl INTEGRATED ANNUAL REPORT 2023
thl AT A GLANCE
1,818
FLEET SIZE
1,402
FLEET SIZE
337
EMPLOYEES
271
EMPLOYEES
76,346
CUSTOMER EXPERIENCES
DELIVERED
23,226
CUSTOMER EXPERIENCES
DELIVERED
532
FLEET SIZE
157
EMPLOYEES
17,503
CUSTOMER EXPERIENCES
DELIVERED
Calgary, Edmonton, Halifax, Montreal,
Toronto, Vancouver, Whitehorse
Belfast, Dublin, Edinburgh, Hamburg,
London: Heathrow, Toddington
Chicago; Dallas; Denver; Las Vegas; Los Angeles:
LAX/Santa Fe Springs, San Bernadino, Van Nuys,
Agoura Hills; Miami; New Jersey; New York City;
Orlando; Reno; Sacramento; Salt Lake City;
San Diego; San Francisco: Dublin, San Leandro;
Santa Cruz; Seattle; Victorville
789
VEHICLE SALES COMPLETED
179
VEHICLE SALES COMPLETED
113
VEHICLE SALES COMPLETED
11
thl INTEGRATED ANNUAL REPORT 2023
thl AT A GLANCE
Manufactured Capital
Manufactured objects used in the production of goods or
the provision of services, including vehicles, buildings,
equipment and infrastructure.
Intellectual Capital
thl’s knowledge-based intangibles, including intellectual
property such as patents, copyrights, software, rights and
licences; and our systems, procedures and protocols.
Human Capital
Our crew’s competencies, capabilities and experience,
and their motivation to innovate on, support, implement
and improve; our governance framework, risk
management approach, ethical values, corporate
strategy; processes; goods and services, including
our crew’s ability to lead, manage and collaborate.
Social & Relationship Capital
thl’s social licence to operate; our relationships,
with institutions and groups of stakeholders including
communities, governments, suppliers and customers;
the ability to transparently share information to enhance
collective wellbeing; our integrity, values and behaviours,
trustworthiness, brand value and reputation.
Natural Capital
Includes resources we use such as air, water, land,
minerals and forests, solar energy, crops and carbon
sinks; biodiversity and ecosystem health; and resources
which cannot be replaced such as fossil fuels.
Financial
Funds obtained through financing or generated by
means of productivity.
To see the six capitals in the context of our
business, see our Value Creation Model.
These six capitals represent stocks of value
that thl draws on and transforms into outputs,
to create system value through our Future-Fit
Sustainability Programme shown on the right.
Protecting the value we create through Enterprise Risk Management
Building long-term value through our Global Future-Fit Sustainability Programme
TRAINING & BUILDING CAPABILITY
TELLING OUR STORIES
CLIMATE & CARBON STRATEGY
DECARBONISING OUR BUSINESS
• Operational GHGS
• Product GHGS
GOALS
FUTURE FLEET PROGRAMME
TRANSITIONING TO A LOW-CARBON FLEET
• Product harm
• Product GHGS
• Products repurposed
GOALS
SUSTAINABLE PROCUREMENT
OUR GLOBAL FRAMEWORK AND
CIRCULAR ECONOMY PILOTS
• Procurement
• Products repurposed
GOALS
THRIVE
SUPPORTING OUR CREW, CREATING
A HEALTHY CULTURE AND BUILDING
CULTURAL CAPABILITY
• Employee health
• Living wage
• Fair employment terms
• Employee discrimination
• Employee concerns
GOALS
ACCELERATE
PARTNERSHIP FOR POSITIVE IMPACTS
• Natural resources
• Operational encroachment
• Community health
• Product communications
• Product concerns
• Product harm
GOALS
IGNITION
CREATING FUTURE-FIT BRANCHES
• Renewable energy
• Water use
• Operational emissions
• Operational GHGS
• Operational waste
GOALS
Creating
System Value
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thl INTEGRATED ANNUAL REPORT 2023
CREATING SYSTEM VALUE
W
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Our Value
Creation Model
At thl we recognise that we are part of wider, interconnected
systems and that all our value creation activities have positive or
negative impacts. We take a science-based, ‘future-fit’ approach
to address issues and create value for ourselves and the systems
in which we operate. We create value through all our business
activities, build long-term value through our sustainability
programme and protect the value we create through our
Enterprise Risk Management framework.
Natural Capital
• Global Sustainability Work Programme (page 34)
• Future-fit Goals and Health Check (page 42)
• Tourism Experiences - Discover Waitomo (page 28)
Manufactured Capital
• Future Fleet Programme (page 23)
• Design and Manufacturing (page 22)
Intellectual Capital
• We Are RV (page 20)
• Our People and Responsibility (page 29)
Human Capital
• Our Crew - Navigating Change (page 30)
• Health Safety and Wellbeing (page 30)
• Diversity and Inclusion Developments (page 32)
Social & Relationship Capital
• Accelerate – Responsible Travel Partnerships (page 33)
• Sustainable Procurement (page 36)
• Building our Cultural Capability (page 33)
Financial
• Our Business (page 15)
• Financial Statements (page 47)
Our Impacts & Outcomes
Our Inputs
Natural Capital
Manufactured Capital
Intellectual Capital
Human Capital
Social & Relationship Capital
Financial
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TOURISM
EXPERIENCES
DESIGN
BUILD
BUY
RENT
SELL
IMPACT & OUTCOMES INFORM CAPITAL INPUTS
OUR VALUES
Be curious
Do the right thing
Enjoy the ride
Be happy to
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thl INTEGRATED ANNUAL REPORT 2023
OUR VALUE CREATION MODEL
Our InputsOur Impacts & Outcomes
Natural Capital
The natural resources, energy, fuels and water used in our
vehicles and operations. The pristine karst and cave
environment that our Discover Waitomo business - and the
glowworms in the Waitomo caves - depend on. The high
quality environments, ecosystems and cultural values of the
destinations our customers visit.
• Natural resources and ecosystem health - aiming to limit harm and addressing impacts on
and from climate change; environmental, natural resource and destination impacts of our
vehicles, tourism experiences, products and operations.
• Contributing positively to communities and destinations where we operate or have
an impact.
• Restoring and regenerating the environment and sensitive ecosystems in Waitomo
New Zealand.
Manufactured Capital
Expertise and innovation as the largest global RV rental
operator, in manufacturing, in tourism operations and
customer services and in creating compelling experiences.
• True expertise and passion for improving our products, experiences and impacts.
• RV design build and rental expertise providing safe, comfortable, high quality vehicles.
• Future fleet development to reduce GHG emissions and impacts of our vehicles.
• Innovating with circular economy products, materials and business models.
Intellectual Capital
The RV fleet we design, build, rent and sell. Buildings and
infrastructure we lease and maintain for our operations. The
technology, process and systems to improve our customer
experiences and operations.
• Curiosity, creativity and commitment to continuously improve our operations, products,
guest experiences and services.
• Ignition programme reducing the impacts of our country and branch operations.
• Responsible innovation and improvement in technology, processes and systems.
Human Capital
Our crew’s skills, talent, energy and engagement. Leadership,
strong values and our future-fit pathway. Governance and
management systems for risk, health, safety and wellbeing,
and operational performance.
• Diverse, equitable and inclusive teams; engaged, skilled and committed crew; addressing
crew concerns and supporting health and wellbeing.
• Flexible working policies, fair employment terms, healthy and safe workplaces.
• Crew, training and development pathways and recognition awards.
• Promoting a healthy and safe work environment for our suppliers through our Supplier Code
of Conduct that supports human rights and has a strong stance against modern slavery.
Social & Relationship
Capital
Active engagement with: industry partners, tourism, travel
and transport groups/forums. Relationships with: local
communities, Iwi/hapū/Indigenous groups, Government
agencies, and local partners where we are based, and where
our products create impact. Our engagement with a global
network of suppliers.
• Accelerate partnerships for positive impact for communities, stakeholders and destinations.
• Promoting responsible travel, addressing community concerns and creating opportunities to
authentically connect with communities.
• Building our cultural capability and relationships with Indigenous and First Nations Peoples.
• Supplier relationships, embedding our sustainable procurement framework for positive
impact across our value chains.
Financial Capital
The revenue and value we generate and access to funds and
investment into our products, experiences, people and the
places where we operate.
• Creating value for our customers, crew and communities, shareholders and stakeholders.
• Products and experiences we provide creating unforgettable journeys and positive economic
impacts for communities.
• Protecting the value we create and managing obstacles to business objectives through our
Enterprise Risk Management framework.
Our Value Creation Model cont.
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thl INTEGRATED ANNUAL REPORT 2023
OUR VALUE CREATION MODEL
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thl INTEGRATED ANNUAL REPORT 2023
thl was recognised with the
MinterEllisonRuddWatts M&A
Transaction of the Year Award at
the INFINZ Awards in May 2023.
This award is given to the corporate and
adviser to the best merger, acquisition or
divestment transaction as nominated by
the industry and determined by an expert
judging panel. The judges commented
that; “The winning transaction displayed
uniqueness, complexity and was well received
by investors. This was a rare example of an
NZX-listed company successfully completing
a scrip-for-scrip acquisition of an ASX-listed
company by way of Scheme of Arrangement”.
We Are One
The completion of the merger between thl
and Apollo in November 2022 was a major
milestone, creating a new thl that is
bigger and broader in scale, listed on the
ASX and NZX. The new global group is
diversified across five key regions, with
2,377 employees, a fleet of 7, 2 3 3, and we
delivered over half a million customer
experiences in FY23.
We have the strength, scale and levers for
growth, connected and enabled globally,
reflecting the unique heritage of our
diverse brands in each market. This reach
brings purchasing benefits built on
long-standing relationships with
We are thl, a global family, providing the most
enriching way to experience the world.
manufacturers and deep connections with
tourism bodies and industry associations in
each market.
As a merged group, thl will continue to
invest, grow and be future-fit, drawing
on decades of experience designing and
building durable Recreational Vehicles
(RVs) for rentals, and a diverse range of
brands and products.
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thl INTEGRATED ANNUAL REPORT 2023
OUR BUSINESS
The thl Build/Buy - Rent - Sell business model is vertically integrated and multi-
national, with a unique reach, scale and network globally, this means we hold a
global leadership position in the RV industry. We are a leader in RV rentals, with
a network of RV brands and aligned businesses (tourism and manufacturing).
This means thl is RV-centric, but not RV-exclusive.
Our products, services and connections enable us to provide all that our guests,
owners and customers need throughout their RV journey. Our manufacturing
expertise enables innovation, such as our Future Fleet electric (eRV) pilot, and
to respond to challenges including continuing supply chain issues.
We Are RV
B
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INTEGRATED GLOBAL RV LEADERS
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thl INTEGRATED ANNUAL REPORT 2023
OUR BUSINESS
At thl we are the global RV
network, ambitious for what
RVs can do and how we move
forward with true expertise in
our craft, and pure passion for
our product and experiences.
The merger created a unique opportunity to build on the best of both businesses, to
become better, and to deliver the synergies and opportunities identified through the
merger process. Over the first eight months we have been laser focused on rapidly
unlocking the merger synergies and benefits quantified at $27 to $31 million per annum
at a pre-tax cash level. We are progressing well, realising merger synergy opportunities,
leveraging the existing overheads of rentals businesses, integrating properties, fleet,
systems and processes as shown in the Project Orange update on the following page
and in the FY23 Investor Presentation.
We Are On Track
Over the first eight months we
have been laser focused on
rapidly unlocking the merger
synergies and benefits
quantified at $27 to $31 million
per annum at a pre-tax cash
level. Within FY23, we incurred
$3M in one-off synergy
implementation costs
and estimate that $5M in
cumulative synergies were
realised, resulting in a net
$2M cash saving contribution.
Combining the skills, resources and
knowledge of both businesses provided
rapid testing, learning and transformation
opportunities, based on real data and
experiences. This enabled us to identify
and implement improvements effectively.
The use of design-thinking, creative
collaboration, and our science- and
systems-based future-fit mindset to
bring opportunities to life around the
organisation has been very powerful.
At thl, we know our people make us who
we are. Our greatest strengths are the
skills, passion and commitment of our
crew. We recognise the merger impacts
have created both opportunities and
challenges for our crew, navigating change
and uncertainty. Through our People
Promise, we will provide the tools, skills
and brand identity our crew need to be
successful. In addition, we have revitalised
the thl brand system to represent our
identity as a collective, and the
interconnectedness of our
diverse business.
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thl INTEGRATED ANNUAL REPORT 2023
OUR BUSINESS
Our Future-Fit Mindset and Methodology
At thl over the past four years, we
have used the Future-Fit Business
Benchmark, a systems-thinking and
science-based holistic approach, as
both a mindset and methodology,
guiding our decision-making and
activities, recognising that business,
society and the environment are
systems which depend on one
another to thrive.
Our global approach focuses
on our priority future-fit
goals, reflects each country’s
context and is activated by
crew locally at each location.
Our future-fit commitment remains
core to our business strategy and is
implemented through our Global
Sustainability Programme (pages
34-36). Embedding our future-fit
framework across all businesses
globally has been a priority following
the merger. We continue to actively
collaborate with partners in each region,
sharing our experience on our future-
fit pathway, and our aspiration to
contribute towards an environmentally
restorative, socially just and
economically inclusive society.
Motek Global Fleet management system
A major milestone in FY23 was the successful implementation of Motek (previously
Cosmos), our global fleet management system across the US, UK, Ireland, and the
merged locations in Australia and New Zealand. Motek provides a unified global
platform that gives greater visibility over our global fleet, creating new opportunities
for growth, efficiency, productivity, sustainability and for enhancing our
customer experience.
Implementation was a complex and ambitious undertaking for our global
operations and will improve efficiency and customer experience. A huge
thanks to our talented team for doing a fantastic job making it happen.
Managing the transition, creating synergies
Project Orange, the integration
programme for thl, Apollo Tourism
& Leisure, and Just go, launched on
December 1st, 2022, and enabled
significant progress and strong
momentum in a short timeframe.
Our approach has been one of “Better
Together” knitting together the best of
both, for a new whole. Bringing together
people, property, and technology has
been a critical integration step, and we
prioritised transition to realise synergies
and stand together as quickly as possible.
Within six months of merger completion,
we successfully completed a global
organisation design, consolidated rental
and retail branch operations, unified
under Motek as a single booking and fleet
management platform, and consolidated
fleet plans in Australia, New Zealand, and
the UK and Europe. The realisation of
synergies is progressing well and we are
on track to deliver a steady-state EBIT
uplift of $23 - $24 million.
Property consolidation was completed
in mid-May, 13 properties have been
consolidated, duplicate fixed costs are
being removed, and repairs and
maintenance synergies are delivering,
while managing against inflation-based
cost increase. Synergy opportunities across
commercial, operational and marketing are
underway and the next phase of IT and
finance projects have been initiated. We
expect to complete most integration work
by the end of 2024.
Work aligning operational processes,
policies, and standards and pursuing
procurement opportunities that incorporate
our future-fit approach is ongoing. Looking
ahead, synergy benefits include
opportunities refining the manufacturing
model in Australia and New Zealand,
exploring procurement, fleet utilisation and
sales channels synergies for the United
States and Canada. In the United Kingdom
and Ireland consolidation opportunities for
marketing, product standardisation,
scheduling, servicing and repairs.
Bringing Branches
together ‘As One’
As an integral part of Project Orange, we
successfully consolidated 13 rental and
retail branch locations. In New Zealand, this
included Auckland and Christchurch. In
Australia, the locations were Adelaide, Alice
Springs, Brisbane, Broome, Cairns, Darwin,
Hobart, Melbourne, Perth, and Sydney. In
the UK and Europe, consolidation took
place in Edinburgh.
These property integrations have brought
numerous benefits, in fleet flexibility and
utilisation, rental synergies, team
productivity, and collaboration. Initially,
we operated side-by-side operations in
the consolidated branch as teams came
together and technology integrations were
still in progress. This created an immersive
opportunity to learn from one another’s
operational processes.
Project
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thl INTEGRATED ANNUAL REPORT 2023
OUR BUSINESS
Now, all overlapping properties are unified,
and function as one team, led by one
branch manager and operating on one
system: Motek. Our crew have done an
exceptional job coming together, being
positive, open and productive so that
customer service delivery and satisfaction
remained consistently high.
Looking ahead our teams will focus on
optimising performance, implementing
a unified approach to processes, policies,
and standards and progressing Future-Fit
Branch Action Plans as part of the Ignition
Programme. There are a few sites that will
be challenged for space in the coming
years, so we are actively exploring
appropriate options for the future.
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thl INTEGRATED ANNUAL REPORT 2023
UK & EUROPE
Rental Fleet
532 (7%)
.RV Rentals
.Ex-Rental RV Sales
GLOBAL
RENTAL FLEET
7, 2 3 3
NEW ZEALAND
Rental Fleet
1,400 (19%)
.RV Rentals
.New and Ex-Rental RV Sales
.RV and Commercial Manufacturing
.Tourism Attractions & Activities
.Digital Tourism App
CANADA
Rental Fleet
1,402 (19%)
.RV Rentals
.Ex-Rental RV Sales
.Digital Tourism App
US
Rental Fleet
1,818 (25%)
.RV Rentals
.Ex-Rental RV Sales
AUSTRALIA
Rental Fleet
2,081 (29%)
.RV Rentals
.New and Ex-Rental RV Sales
.RV Manufacturing
.Digital Tourism App
SOUTH AFRICA
Franchise
JAPAN
Franchise
FOOTPRINT AS AT 30 JUNE 2023
A Global RV Leader
thl is the largest commercial RV rental operator in the world, a multi-
national, vertically integrated RV manufacturing, rental, and retail
business for motorhomes, campervans and caravans. Our Build/Buy
- Rent - Sell model and global footprint reflects the strong expansion of
the business and positions thl positively for the future as a world-class
leader in the RV space. It’s an exciting time for the RV industry.
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thl INTEGRATED ANNUAL REPORT 2023
WE ARE RV
Manufacturing plays an important role
in our business and has contributed
considerably to our growth. The scale,
strength, and scope of our manufacturing
has expanded considerably, with five
manufacturing facilities in New Zealand,
one in Brisbane and a sub-assembly plant
in Melbourne.
To ensure we are making the most of
our expertise and scale across our
manufacturing operations, Brisbane
manufacturing has become part of the
Action Manufacturing family, led by Chris
Devoy, CEO of Action Manufacturing.
This change strengthens opportunities
to collaborate and leverage the strengths
of both businesses for the greater
advancement of manufacturing and the
wider organisation. Combining decades
of experience designing and building
durable RVs, strong relationships with key
suppliers, scale purchasing benefits and
creating new opportunities to innovate.
Action Manufacturing New Zealand:
innovation, integration and growth
A major milestone for Action this year was
bringing our motorhome production
together in Hamilton (from Albany) and
opening a second Hamilton factory. The
diverse experience of our teams combined
with our customer centric, design-led
approach coming together in one location
has created a large scale (~8000m2)
manufacturing center of excellence.
Action has continued to grow and
expand its non-motorhome commercial
manufacturing of heavy trucks and trailers,
through Fairfax and the acquisition of
MaxiTrans’ New Zealand assets, now
named Freighter NZ.
We are proud to have become a market
leader in temperature-controlled transport
in New Zealand. We also acquired
Transcold the New Zealand distributor for
Carrier refrigeration units and Dhollandia
tail lifts with service outlets available to
support our customers through the whole
of life of the vehicle. Bringing these market
leading businesses together delivers many
benefits, vertically integrating systems,
diversification, design of new products and
buildings designed for manufacturing.
Growth and success relies on our great
people and the team has grown to nearly
400 crew today, compared to under 240
crew before the pandemic.
Successful recruitment in a tight labour
market is a positive reflection of our culture
which is creative, innovative and safety
focused, underpinned by supportive
teamwork, training and development
pathways, including well-established
apprenticeships. Supply chain challenges
that were significant through last year are
easing and stabilising, with congestion
at ports the main remaining pressure.
Through strong relationships with
suppliers, creativity and lean
manufacturing to reduce waste, improve
efficiency and promote quality we have
managed the supply chain challenges well.
The team is working hard on our
sustainability progress, recognising the
critical role and impact design and
manufacturing has in achieving the
future-fit priority goals. The most
significant challenge being carbon
emissions from our fleet. We are working
on a new electric RV model as part of our
Future Fleet programme. In our operations
we are reviewing our sustainability at our
facilities, exploring circular materials and
product innovations and contributing in
our communities.
Our Build/Buy Model
Connecting the expertise, resources and skills of our diverse
businesses has been a huge highlight. We are focused on
maintaining the strengths of each business while building our
Action culture, capability and capacity to expand our impact as
manufacturing leaders. United for growth, we are leveraging the
benefits from a design, innovation and scale perspective in both
aspects of the business.
CHRIS DEVOY, CHIEF EXECUTIVE OFFICER - ACTION MANUFACTURING
In New Zealand, Action Manufacturing
designs and manufactures specialist
commercial vehicles, taking a design-led
approach, for a range of public and private
customers and manufacture truck and
trailer bodies. In Australia, Apollo RV
Manufacturing in Brisbane, now part of
Action Manufacturing, produces motorised
(motorhomes and campervans) and
towable (caravans and camper-trailers)
products for the Australian and
New Zealand markets.
In the United States, Canada, and the
United Kingdom we purchase assembled
motorhomes from manufacturers, and
have long-standing relationships with key
suppliers. Supply remained a challenge in
each market, however lead times are
continuing to normalise as the pandemic
backlog and labour shortages are
addressed. New vehicle pricing has
increased in each market, reflecting
inflation and other pressures, with the
greatest increases in North America.
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thl INTEGRATED ANNUAL REPORT 2023
WE ARE RV
Apollo RV Manufacturing (part of the Action
family) – Brisbane building for the future
It has been a positive and highly
productive year for the manufacturing
team in Brisbane, with continued growth
and expanded production. The team has
repeatedly set new production output
records, achieving a 20% increase in factory
output in FY23. Work on new product
designs and vehicle models is ongoing;
a highlight this year was the introduction
of the new Euro Mini (2-Berth van)
into production.
We are committed to creating new product
ranges to meet the needs of current and
future customers through quality design
and building a diverse range of products.
As a result of this strong growth, the team
in the Brisbane factory has increased from
200 to over 300 crew. Critical to the success
of our expanded team is building a strong
and supportive health, safety and
wellbeing culture.
We continue to uplift safety across the
business with a constant focus on
eliminating and controlling critical risk
areas in our manufacturing operations.
We have also launched new leadership
programmes focused on culture,
performance teamwork and development
opportunities. We have continued to
manage the impacts of major supply
chain disruptions for vehicles and key
components used in production. This
included making significant improvements
in our inventory management, reducing
inventory holdings and increasing
inventory turns, to maximise efficiency
in procurement and reduce costs.
Looking ahead, the team is excited for
what lies ahead. We have built the
foundations we need and are excited to
be working on a number of projects that
will continue our growth and improve
sustainability performance including
reducing waste, emissions and improving
energy efficiency to contribute to future-fit
priority goals.
The team have really stepped up to the challenges
of the last couple of years. Being able to continue
to grow despite these challenges has established
the foundation we need moving forward.
JOSH ANNELLS, GM – BRISBANE MANUFACTURING
Future Fleet - Preparing for the transition to eRV
The emissions from our motorhome fleet is our greatest sustainability challenge and
highest priority future-fit goal. This year we are developing six new EV campervans in
the New Zealand market, built by Action Manufacturing on a chassis manufactured by
a key OEM manufacturer. We plan to trial this new EV rental product for the 2023/24
New Zealand summer. Notably, the travel range is expected to be up to 250kms,
a meaningful increase from thl’s earlier 2018 EV trial which had an expected range of
up to 140kms. The Board has approved a level of ongoing annual capital expenditure to
trial EV and other sustainable new vehicle technologies. Our category of vehicles (light
commercial, long-range) remains a low priority for Original Equipment Manufactures
(OEMs) globally, but we continue to explore tipping points, technology developments
and partnership opportunities in each market.
FUTURE FLEET PROGRAMME
TRANSITIONING TO A LOW-CARBON FLEET
• Product harm
• Product GHGS
• Products repurposed
GOALS
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thl INTEGRATED ANNUAL REPORT 2023
WE ARE RV
Our Rental Model
We are the largest commercial RV rental
operator in the world and thl is now the
largest or second-largest commercial
RV rental operator in each operating
jurisdiction1 (#1 in New Zealand, Australia
and United Kingdom, #2 in North
America). We are in a strong growth
position as the travel and tourism industry
has remained resilient and is experiencing
strong growth despite broader
macroeconomic challenges.
In each rental market we operate in, we
are focused on the return of international
visitors and continuing to grow our
domestic customer base. We continue to
provide technology solutions that enhance
our guest experiences including triptech,
Roadtrippers App and CanaDream Club,
and play important roles in industry
responsible travel partnerships
and programmes.
In Australia and New Zealand, rental
vehicles range from small to large and
new to ~6 years of age, across a portfolio
of brands which targets all customer
segments. Nearly all the fleet is self-
manufactured supported by European
imports. The greater rental durability of
vehicles we manufacture means these
vehicles remain on the rental fleet for
longer than in other markets.
The New Zealand rental market is
strongly concentrated on the international
customer segment. In Australia, the market
is less seasonal, and has a greater domestic
market, with more consistent utilisation
being achieved across the year, noting the
four-wheel drive (4WD) fleet is seasonal
with a peak from April to November.
Australia had a stellar rental performance
driven by elevated yields over the summer.
International visitor arrivals are forecast to
return to, and exceed, pre-pandemic levels
by 2025 in Australia and New Zealand.
North America is the largest RV sales
market in the world, however it is also a
highly fragmented rental market, with few
operators of scale and significant private
equity investment in peer to peer (P2P) in
recent years. The US fleet has 4 to 8-Berth
Class A to Class C vehicles, with Road Bear
offering near-new fleet and El Monte
having vehicles with a longer average age.
The CanaDream fleet of 2 to 6-Berth
Class C, Class B and campers is mostly
under two years old. The Canadian market
has a greater weighting of international
bookings compared to the United States
with both a domestic and international
customer base.
In Canada, with the return of international
guests, volume and utilisation were up, and
high yields were maintained during the
summer season. In the US peak season,
fleet size was constrained as 200 vehicles
scheduled for delivery in Q4 FY22 were
delayed. Despite this the rentals business
delivered a strong result.
Just go and Bunk are collectively the
largest commercial RV rental operator in
the UK, where the rental market is highly
fragmented and predominantly domestic.
We offer a premium product and operate
a young fleet with a good opportunity to
increase the fleet, and growing interest
in motorhome and RV travel.
1 Market position based on management estimates.
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thl INTEGRATED ANNUAL REPORT 2023
WE ARE RV
Our Sales Model
Through our retail sales business, we offer
a wide range of caravan and motorhome
brands including our own brand suite and
products ranging from new to ex-rental,
towables and motorised. We are focused
on maximising the value achieved in sales,
leveraging existing overheads of rentals
businesses and ancillary opportunities in
the RV category.
In Australia and New Zealand (ANZ) we sell
new RVs and the majority of the ex-rental
fleet via our retail sites to maximise value.
Australia has eight dealerships, and New
Zealand has three dealerships and is
growing. We offer a wide range of RV
accessories in-store and online, we also
offer finance, insurance, protection
products, parts and servicing. Outside
of the ANZ markets, our vehicle sales are
focused on the ex-rental fleet. Vehicle sales
are via retail and wholesale and mix can
vary by year depending on supply and
demand constraints and opportunities.
Vehicle sales demand in all regions has
softened from recent peaks. While vehicle
sales margins have remained elevated
longer than earlier expectations, these are
now starting to normalise in most markets,
with the United States experiencing the
most rapid change.
FY23 vehicle sales Number of vehicles sold
1
New Zealand Rentals and Sales432
Australia Rentals and Sales1,478
United States Rentals and Sales789
Canada Rentals and Sales179
United Kingdom & Europe Rentals and Sales113
We encourage shareholders to refer to the Investor Presentation Pack for a more detailed
analysis of vehicle sales movements.
1
Includes fleet and non-fleet sales and vehicle write-offs.
RETAIL
EXPERIENCE
BUILD/
BUY
SERVICE/
SUPPORT
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thl INTEGRATED ANNUAL REPORT 2023
WE ARE RV
Over the coming year we will focus on building a strong sales
network, enhancing our customer experience, improving our
retail experience, bringing new products to market and
enabling existing and new owners to fully enjoy the RV lifestyle.
STACEY DAVIS, COO AUSTRALIA
9%
PRO FORMA AUSTRALIAN SALE OF GOODS REVENUE
$228.9M
1
1 Pro forma Australia sales of goods revenue represents both thl and Apollo for the twelve months ending 30 June 2023. The prior year comparison also includes twelve months of both thl and Apollo, despite Apollo not being owned by thl in that period.
Australia Dealership Retail Network Strengthens
Our dealership and sales network in
Australia source brands to sell, either built
in our factory or from our manufacturer
partners. Offering a range of towable and
motorised brands and additional products
and services, including RV accessories
in-store and online, finance, insurance,
protection products, parts and servicing.
The team is committed to giving all our
customers an excellent experience
throughout their RV ownership journey.
Creating great connectivity across our
vehicle sales activities has been a priority
in FY23. Our expanded network includes
well-known dealerships purchased through
the Apollo merger: George Day, Kratzmann,
Sydney RV, and Apollo RV sales.
Building strong foundations for future
growth will be a key objective for FY24.
Through the delivery of consistency and
alignment of systems, skills, sustainability,
and strategy, we will not only be paving
the way for growth in sales, but raise the
bar in terms of standards, service, and
most importantly the support of our
valued owners. We will also look to
leverage our supplier network purchasing
power to provide great products, great
prices and great after-sales services.
Strong sales and marketing efforts to
drive leads in a softer market is a priority,
coupled with aligning sales teams to
market conditions through training and
development. Understanding how our
diverse brands and products are
positioned and aligned for changing
customer demands will also drive future
sales growth.
We are working to enhance our customer
experience across all our activities, from
shows, to in store and online sales, to
enable our dealerships and retail offering
to stand out and have an impact in market,
reflecting our scale, range and service
excellence. We were very proud of our
George Day team winning the ‘2023
Judges choice Award’ at the Perth
Caravan and Camping Show, for best
display, best range, best access and
best customer service.
26WE ARE RVthl INTEGRATED ANNUAL REPORT 2023
ACCELERATE
PARTNERSHIP FOR POSITIVE IMPACTS
• Natural resources
• Operational encroachment
• Community health
• Product communications
• Product concerns
• Product harm
GOALS
Accelerate Responsible and Regenerative travel - partnerships for positive impact
We have deep connections with tourism
bodies and industry associations in each
market and we continue to engage in
industry action towards this transition
and move from responsible to
regenerative travel. While broader
tourism trends towards regenerative,
lower-carbon and sustainable holidays
are apparent, they remain far from
tipping points. We are focused on having
a positive impact for communities and
destinations and continuing our cultural
capability journey as part of our future-
fit commitment.
Promoting Responsible Travel
We continue to actively engage in
responsible and regenerative travel
partnerships globally. In New Zealand we
were a founding member of Tiaki – Care
for New Zealand and this year have
reinvigorated our efforts to engage all
guests with the Tiaki Promise actions in
each branch and through our tourism
experiences with updated materials and
Tiaki training for our crew.
The US team continued to extend Travel
with Heart, sharing responsible travel
ideas, information and itineraries with
guests, new initiatives include developing
one-tank trip itineraries to encourage
customers to drive less, and spend more
time experiencing the places they visit.
In Australia we are progressing on the
new Sustainable Tourism certification
developed by Ecotourism Australia
building on the current certification and
green travel leader status. We were proud
to be featured in Tourism Australia’s
sustainability storyteller profiles sharing
our experiences working to tackle the
global challenge of measuring, managing
and minimising (or eliminating) carbon
and other greenhouse gas emissions.
Our Digital Tourism Apps
– creating meaningful
connections
Through our Digital Travel Apps we
connect travellers with everything they
need to plan their trip, explore and book
activities when on the road. This creates
exciting opportunities to showcase
businesses and operators providing
unique, authentic and immersive
experiences that create benefits for
communities and destinations across
Australia, New Zealand and Canada.
A great example from Australia is the
new partnership triptech developed
with non-profit Welcome to Country
enabling app users to discover over 150
unforgettable experiences guided by
Traditional Custodians of Country
showcased in the ‘Indigenous
Experiences’ category in the App.
Creating opportunities for travellers to
learn from the wisdom of the world’s
oldest living cultures, and for First Nations
tourism operators and business owners to
access to a new audience of travellers.
Industry Collaboration
for Impact
This year thl became a member of the
newly created RV Industry Association
(RVIA) Sustainability Committee in the
United States. The committee was created
to be the primary advisory body providing
ongoing guidance and best practices
on promoting sustainable RVs and a
sustainable RV lifestyle. It serves as the
convening body for sustainability experts
in the RV industry to share ideas and best
practices as well as an educational
resource for companies looking to
increase their sustainability practices.
In New Zealand thl is a partner in the
Aotearoa Circle inputting into their
Tourism Sector Adaptation Roadmap
which is helping to ensure the sector
is resilient and reducing the impact of
climate change. The aim is to create an
abundant, regenerative tourism sector
that ensures that people, planet and
prosperity are balanced.
thl’s Chief People & Capability Officer,
Kate Meldrum, was appointed to the
Board of the Caravan Industry Association
of Australia (CIAA) in 2021 and has been
Deputy Co-Chair since 2022. thl is now
a proud sponsor of the CCIA Future
Leaders Award that recognises young
professionals and allows this next
generation of leaders to influence the
future of their industry.
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WE ARE RVthl ANNUAL INTEGRATED REPORT 2023
Our Tourism
Experiences
I am really proud of how the
team has exceeded customer
expectations in every aspect
of their visit, from product
experience, hospitality, retail
and customer service, right
through to the presentation
of our sites, crew and vehicles.
For this to be validated by guest
and trade partner feedback –
really makes me confident
we are on the right track.
DAN THORNE, GM WAITOMO
Strong restart for Kiwi Experience
Kiwi Experience rebounded this year, with
a strong restart from hibernation during
the pandemic. Starting with small group
tours, followed by Hop-On, Hop-Off tours
relaunching in November 2022 and we
are currently the only touring company
operating Hop-On, Hop-Off experiences in
New Zealand. It was fantastic to open the
new office to provide customer support
and welcome guests once again. We were
delighted to have a large number of our
driver-guides return to Kiwi Experience
after being away so long.
There was exceptional and rapid demand
as we reopened and from January to
March 2023 we were fully booked. Driver-
guide recruitment, training and retention
is a priority in a competitive labour market,
retention payments and appropriate
reviews of base pay have helped attract
new driver-guides as required.
This summer was an extremely challenging
environment to operate in, with many
severe weather impacts across the country.
Limited accommodation options in some
locations also impacted routes and
utilisation. The team were extremely
resilient and did an incredible job caring
for customers and dealing with disruptions
impacting operations, including road
closures and impacts of flooding,
cyclones and ferry cancellations.
We are lucky to have strong brand
awareness and long-standing industry
relationships enabling us to connect guests
to a wide range of products and activities.
Hop-On, Hop-Off departures are set to
double and new small group tours will be
released in FY24, including our ‘Revive’
North Island tour with a focus on
sustainable travel, aligned to our future-fit
priority goals, crew cultural capability
training and embedding the Tiaki Promise.
Discover Waitomo – Exceeding guest expectations
International guests returned to Waitomo
in FY23 and the team responded superbly
to meet the rapid demand in visitor
numbers while maintaining the word class
visitor experiences. The continuation of the
small group tours provided an intimate
visitor experience in Waitomo Glowworm
enabling deeper storytelling and sharing
Tikanga (protocols) and environmental
outcomes with guests. This authentic,
more personal experience is increasingly
what guests are seeking, reflected in
increased guest feedback scores.
Recruitment and training has been major
focus points. Rebuilding and retraining our
teams and retaining excellence in health,
safety and environmental management,
underpinned by values of Kaitiakitanga
(guardianship), Manaakitanga (hospitality,
respect) and Whanaugatanga (connection,
kinship). It was great to see the Homestead
acting as a true gateway to Waitomo with
guests booking tours, checking in and
collecting general information over
the summer.
It is a privilege to operate in Waitomo
and we are committed to contributing
positively, from community conservation
projects and promoting Tiaki Promise
to local sourcing in our retail products.
Among other awards, the Waitomo team
was proud to be awarded the Waikato
Chamber of Commerce Community
Contribution Award in recognition of our
contribution to the Waitomo community
including the Kaimahi for Nature
restoration project.
Photo by Stephen Barker Photography
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WE ARE RV
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thl INTEGRATED ANNUAL REPORT 2023
Our Crew,
Navigating Change
Health, Safety and Wellbeing is paramount
The health, safety and wellbeing (HS&W) of our crew, guests and visitors is an ongoing
journey of improvement, one on which the organisation is keenly focused. In FY22, we
reviewed and significantly developed our HS&W capability, employing a new global
Health, Safety and Wellbeing lead. This year we have further developed our internal
capability and support in each jurisdiction, with HS&W leads either appointed or
commenced in all jurisdictions.
We are implementing initiatives to
continuously improve our HS&W systems,
processes and culture, empowering our
crew to make decisions, speak up and
continuously improve in health, safety and
wellbeing. Since the merger we have been
capitalising on the best of both businesses’
systems. A key focus was to ensure that
HS&W was the top priority as we merged
operational sites.
This focus means we continue to challenge
ourselves to ensure that we are reporting
the right metrics to improve safety
outcomes and ultimately, to reduce the
number of injuries to our crew. A key metric
that we track at Executive and Board level
is our Lost Time Injury Frequency Rate
(LTIFR). In FY22 we reported an LTIFR of
21.51 for the combined AU and NZ rentals
businesses. The LTIFR for the same
business units is 12.24 at the end FY23,
a reduction of 54.8%. As the business has
changed substantially during this period,
we are implementing standardised
reporting for each business unit as a
goal for FY24 which includes LTIFR,
Total Recordable Incident Frequency
Rate (TRIFR) and key leading indicators.
We believe that all injuries at our sites are
preventable and recognise that we are still
firmly on a journey of reducing the number
of injuries that occur on our sites globally.
Our strong focus on mental health
continues to enable our crew to thrive.
On the back of mental health training
conducted last year, we have piloted
Mental Health First Aid courses and will
be broadening our base of Mental Health
First Aiders in FY24.
Looking ahead in FY24, we will continue
to empower our leaders and crew to
embed our focus on proactive reporting,
implement critical risk controls, broaden
mental health training and ensure our crew
have the right training, tools and support
to do their jobs safely.
Our crew have experienced
a significant degree of change
since the merger in December
2022 and our teams brought
their best selves to the
challenge and worked through
the necessary changes with
intelligence, resilience and
compassion for each other
and our customers. We were
committed to retaining and
growing the great talent in
our combined crew, providing
opportunities and optionality
for development and growth.
Overall, we came through the
first six months of change in
good shape and positive
about the future.
KATE MELDRUM, CHIEF PEOPLE
AND CAPABILITY OFFICER
THRIVE
SUPPORTING OUR CREW, CREATING
A HEALTHY CULTURE AND BUILDING
CULTURAL CAPABILITY
• Employee health
• Living wage
• Fair employment terms
• Employee discrimination
• Employee concerns
GOALS
30
thl INTEGRATED ANNUAL REPORT 2023
OUR PEOPLE AND RESPONSIBILITY
Creating development opportunities for our
crew globally has been a huge highlight this
year. The US Reservations teams did a fantastic
job supporting Australia and New Zealand to
provide 24-hour cover for customers during the
southern hemisphere summer. Our first global
branch manager secondment was a real
success with Kathryn Gerstel, a US-based
Branch Manager taking up a leadership role
with the Auckland Branch, sharing skills,
knowledge and capacity. The implementation
of Motek also enabled US team members to
step up, learn and lead important areas of
work as part of the project team.
GORDON HEWSTON, COO USA
Leadership Conference - moving forward together
In May, 170 leaders from around the
world arrived in Auckland for our global
Leadership Conference with the theme
moving forward together. It was exciting to
see our combined culture developing and
our shared values and language coming to
life as thl leaders from around the globe
connected, shared experiences and
learned from each other. Our Brand
and Culture journey was shared at this
sustainably-run event, and we will see
this evolve over the next few months.
The identity of each individual and each
regional team are important foundations
that make up thl’s DNA. We know our crew
are at the heart of our business success.
The development of our company culture
will be supported by meaningful elements
for our crew such as recognition awards,
benefits and training.
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thl INTEGRATED ANNUAL REPORT 2023
OUR PEOPLE AND RESPONSIBILITYthl ANNUAL INTEGRATED REPORT 2023
In late 2021, thl re-commenced a programme of work around diversity and inclusion.
The initial focus was on collating data regarding the gender representation within main
role categories across New Zealand, Australia and the United States. This year, post-
merger, we include Canada and the United Kingdom and Ireland. Gender Diversity
Reporting Data and analysis is outlined below. Our intent in FY23 was to go beyond
the gender dimension to provide a fuller diversity and inclusion picture. With merger
activities this work is now scheduled for FY24.
being undertaken as part of cultural
capability building work shared below.
Diversity is considered in several thl
future-fit goals within our Thrive
sustainability programme which aims
to support our crew, building a healthy
culture and cultural capability across
thl globally.
Gender Diversity Reporting Data
The continued focus for FY23 diversity
and inclusion reporting has been on
female representation across the business
in terms of four main categories: Key
Management People (KMP) representing
C-Suite executives, senior management,
middle and supervisory level management,
and non-management roles. The table
below reflects the outcome of the
analysis undertaken to date.
The Board endorses and supports the thl
Diversity, Equality and Inclusion Policy.
It has reviewed and approved the 40:40:20
categorisation approach and recognises
that there is more work to be done.
Diversity and
Inclusion Developments
Analysis:
The initial information contained in the
table reflects an overall participation rate
of women within the thl workforce of
36.5% percent. The participation rate of
females in the thl workforce excluding
manufacturing is 46.0%. The Apollo RV
Manufacturing business now comes under
New Zealand’s Action Manufacturing
business and the figures are combined.
That combined manufacturing workforce
represents 29% of the total thl workforce
and is predominantly male at present.
However, Action Manufacturing has
increased representation of females in
senior executive management albeit from
a low base. Female participation in other
parts of the business in New Zealand,
Australia and the US largely remains
the same as FY22.
New Zealand and United States
representation of females in leadership
roles remains similar to last year, with
some re-assignment of Branch Managers
to ‘Middle Managers’ to align with other
jurisdictions. Australia sees an increase
in senior executive and management
compared to FY22 due to the merger
that has brought more women into the
business in senior group services roles as
well as COO Australia, taking over from
another female in this role. Canada has the
strongest representation of females in the
business at 53%. The United Kingdom is
also strong at 44%, with opportunities
in both countries to increase female
representation at senior executive
and management levels.
There continues to be some key areas
within thl, such as representation at
KMP (27%) and senior management level
positions (33%) which will need to be
considered when setting any measurable
objectives or targets and approaches to
succession planning for FY24.
Female %KMP
Senior Executive and
Management
Middle Managers and
Supervisory PositionsNon-Managers
Overall Combined
Female Representation
Across All Categories
NZ34.6%53.0%51.4%50.5%
AU46.2%2 7. 5%37.9%36.7%
US28.6%40.5%40.9%40.1%
CA30.0%60.0%52.5%52.6%
UK25.0%50.0%44.6%44.1%
NZ and AU Manufacturing28.6%13.9%12.5%13.0%
Combined Representative26.7%32.9%38.6%36.4%36.5%
FEMALE REPRESENTATION SUMMARY BY BUSINESS UNITS
Out of Balance (male dominant)
(if < 40%)
Balance Achieved (40-60% or more)
(i.e. female representation is achieved)
Please note: The analysis used in the table above has used a 40/40/20 categorisation as an interim review method, which has
been adopted by a number of organisations to identify balances and possible imbalances in terms of the participation of
women with the organisation. The analysis covers all employees within thl regions, including the merged entities and all
permanent/continuous, fixed term, seasonal and casual roles. The above information excludes female representation at the
thl Board level which currently is at 50 percent.
A broader understanding of diversity is
required within the company and the
approach will be considered in FY24 as
part of a review of our approach to diversity,
equity and inclusion. This programme of
work will be redefined, including a focus
on education and training around diversity
and inclusion for leadership groups and
hiring managers, plus the ongoing work
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thl INTEGRATED ANNUAL REPORT 2023
OUR PEOPLE AND RESPONSIBILITY
Our Cultural Capability Journey Continues
Last year, thl made a global commitment to building our cultural capabilities,
specifically: the skills, knowledge, behaviours and protocols required to plan, support,
improve and deliver products and services in a culturally respectful, genuine and
appropriate manner. This means taking a place-based approach to building our cultural
capability in each Country, guided by a set of global principles, actively recognising,
valuing and respecting First Nations Peoples and Cultures and their continuing
connection to lands, waters, air and communities.
At our global Leadership Conference we were very privileged to hear from inspirational
Indigenous and First Nations leaders from Aotearoa New Zealand, Australia and Canada
during a panel discussion on Building our Cultural Capability and Indigenous
Tourism Connections.
Aotearoa New Zealand
Kowhaiwhai Oranga, our programme in
Aotearoa, means ‘to intertwine all cultures,
ideas and aspirations, and ensure our
collective health and wellbeing by moving
forward together as one’. It reflects not only
our obligations under Te Tiriti o Waitangi
(the Treaty of Waitangi) in which our
leadership team have been trained, but
also the commitment of our crew in
Aotearoa to learn from our long
partnership with the Ruapuha Uekaha
Hapū (sub-tribe) in Waitomo to grow
cultural capability across our branches.
Discover Waitomo, in partnership with
Ruapuha Uekaha Hapū, have continued
to develop cultural experiences and
immersive education programmes,
including bilingual and full immersion Te
Reo Māori tours. Matariki events continue
to be an inspiring focal point for our crew
and guests to learn and connect, with a
diverse range of activities celebrating
Māori culture and Mātauranga Māori
(Indigenous wisdom). In FY24 we will be
implementing a Te Tiriti Action Plan and
providing Te Reo Māori language classes
for our crew in Aotearoa.
Australia
We have completed our first ‘Reflect’
Reconciliation Action Plan (RAP) in
partnership with Reconciliation Australia
and have delivered actions under each
RAP pillar of respect, relationships,
opportunities and governance. We are
growing our cultural awareness and
learning, building relationships, connecting
our guests with Aboriginal Experiences
and commencing our procurement
journey with First Nations Suppliers.
In FY24, we will continue to deliver our
Reflect RAP to bring the wider Australia-
based crew along the journey and we
will start work on exploring reciprocal
opportunities with communities locally.
We are members of the new Tourism
Reconciliation Industry Network Group
(RING) a partnership with Tourism
Australia, Reconciliation Australia
supported by 21 tourism businesses. The
RING provides members with a space to
share challenges and learnings with the
delivery of their RAP and provides a
platform to hear from a diverse range
of Aboriginal and Torres Strait Islander
Peoples involved in tourism or culture and
create opportunities for collaboration
and partnerships.
North America
In North America we are beginning our
cultural capability journey focusing on
learning and building relationships with
First Nations groups in Canada and the
United States. We are building our
cultural awareness and connecting
with Indigenous Tourism groups and
Indigenous Tourism Associations at a
Federal, Province and State level to
explore opportunities including
through the CanaDream club where
we partner with over 25 Indigenous
Tourism operators.
ACCELERATE
PARTNERSHIP FOR POSITIVE IMPACTS
• Natural resources
• Operational encroachment
• Community health
• Product communications
• Product concerns
• Product harm
GOALS
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thl INTEGRATED ANNUAL REPORT 2023
OUR PEOPLE AND RESPONSIBILITY
Our sustainability strategy implemented
through our Global Sustainability
Programme is underpinned by the 23
science-based goals of the Future-Fit
Business Benchmark. For more
information, see the Creating Systems
Value and the FY23 Health Check
sections of this report.
We are focused on addressing our most
significant sustainability impacts. These
include the emissions from our fleet of
Internal Combustion Engine (ICE) vehicles
and our operations, ensuring our products
do not cause harm to people or the
environment, and protecting the health
of communities and ecosystems where
we operate and where our products and
activities have an impact.
Our work on our Climate & Carbon Strategy,
building our cultural capability, embedding
a sustainable procurement framework, and
embedding Ignition future-fit branch
actions at each location is highlighted in
this report. We transparently share our
progress towards all 23 future-fit goals in
the updated FY23 Health Check and how
we protect the value we create through our
Enterprise Risk Management framework –
find both in Our Responsible Management
Disclosures section.
Our priority in FY23 has been to onboard,
embed and integrate the global
sustainability workstreams at a country
and branch level following the merger,
bringing in new locations, businesses
and teams. Future-fit progress is a core
component of thl country, business and
branch plans, supported with resources,
training and tools, this year 127 rental crew
completed new future-fit modules as
part of our TRX 25 customer experience
training. The year ahead holds exciting
opportunities to activate and expand the
impact of our future-fit progress across
all regions.
Ignition – branch sustainability impact
The Ignition Programme is delivered locally
in every branch and is the foundation of our
sustainability progress. All branches have
targets and actions underway for five priority
impact areas for our operations: energy
efficiency and renewables, water conservation,
waste, operational emissions and community
contribution. Country and Branch Impact
Reports track progress on actions, reduction
targets and emissions impacts annually.
We share some highlights from our Ignition
Programme 2023 review (based on FY22
verified data) and look forward to reporting
impact across our expanded operations,
including all Apollo sites, in 2024.
• Our San Francisco branches moved to 100%
renewable energy in FY23 through the
community energy purchase scheme.
• Overall, the US branches reduced energy
use by 15% and operational emissions by
38% from FY20.
• A major focus on water in response to severe
drought conditions has seen US operations
reduce water use by over 50% in the last
four years.
• Australia delivered a significant reduction
in overall operational emissions which
reduced by 22% from FY20. Energy
efficiency changes reduced energy
use by 20% in the same period.
• The Melbourne manufacturing site reduced
waste generation by 35% over the last three
years, through waste reduction initiatives
implemented by our factory team.
Our Global
Sustainability
Programme
IGNITION
CREATING FUTURE-FIT BRANCHES
• Renewable energy
• Water use
• Operational emissions
• Operational GHGS
• Operational waste
GOALS
Five Sustainability Focus Areas
for all branches globally
ENERGY
EFFICIENCY
LOWERING
EMISSIONS
COMMUNITY
CONTRIBUTION
CONSERVING
WATER
REDUCING WASTE
TO LANDFILL
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OUR PEOPLE AND RESPONSIBILITY
Climate & Carbon Strategy
Our Climate & Carbon Strategy remains
front and centre for the business. At thl
we’re facing this challenge head-on
through our Future Fleet programme,
despite the frustratingly slow - but
improving - progress of low-emissions RV
technologies, read more on page 23. We
have also updated our Climate Risks and
Opportunities (CR&O) and the scenarios we
use, to reflect our global business and new
disclosure standards. See Our Responsible
Management Disclosures section for our
CR&O summary reporting aligned with the
Taskforce on Climate-related Financial
Disclosures (TCFD).
This year’s carbon footprint looks different
from prior years, being a ‘transitional’
footprint now including many Apollo sites.
Our FY23 full footprint with commentary
is in Our Responsible Management
Disclosures section. Reflecting our status
as a merged business, we will be restating
our baseline in FY24 to capture our full
global business activities and Scope 3
emissions. This will also require an update
to our science-aligned carbon reduction
target, currently an absolute reduction
in emissions of 50.4% from a FY20
baseline by 2032 to limit warming
within 1.5 degrees Celsius.
In our view, any target needs to be
accompanied by a realistic plan for
achievement. We have been frustrated by
the lack of progress across our supply chain
to transition to zero or low-emissions
chassis. We are therefore not comfortable
setting a reduction target for our Scope 3
emissions as was our intention in FY23,
but will be continue to stay abreast
of developments.
In the meantime we will in FY24 seek to
set interim and intensity targets to drive
change which will require the whole
business to get behind our climate and
carbon challenge. We’re in good shape to
make progress as we engaged a consultant
(WSP) to deliver our first Future Fleet
Global Scan of infrastructure readiness for
eRVs, ICE phase-out regulation deadlines,
technology tipping points, climate trends
and innovation grants.
OUR PRIORITY CLIMATE RISKS & OPPORTUNITIES (CR&O)
CLIMATE & CARBON STRATEGY
DECARBONISING OUR BUSINESS
• Operational GHGS
• Product GHGS
GOALS
SHORT-TERM
0-24 MONTHS
MEDIUM-TERM
2-10 YEARS
LONG-TERM
>10 YEARS
OPPORTUNITY: Increased demand for mobile housing and emergency service vehicles
TRANSITION RISK: Reduction in
customer demand due to a trend
away from carbon-intensive travel
TRANSITION RISK: Speed of
regulatory change and legal
compliance
PHYSICAL RISK: Changes in
booking patterns due to physical
climate impacts
PHYSICAL RISK: Inability to access
attractions and locations due to
infrastructure damage
OPPORTUNITY: Gain competitive
advantage by positioning thl as a
first mover where appropriate
TRANSITION RISK: Uncertainty in the supply of
cost-effective, long-range, low emissions technology
A high proportion of our business is
exposed to transition risks, in particular
the need to decarbonise our fleet. A low
to moderate portion of our business is
exposed to physical risks, including the
impacts of extreme weather events.
Quantitative metrics for our climate
disclosures will be developed in FY24
aligned with industry metrics. These will
be informed by qualitative metrics that
are already used within our Future-Fit
Business Benchmark.
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OUR PEOPLE AND RESPONSIBILITY
Sustainable Procurement
Framework
Our Global Sustainable Procurement
Working Group, supported by country-
level groups, continues to make strong
progress against our five-year ‘Flexible
Framework’ plan. We have moved from
embedding sustainable procurement in
FY23 to improving practices in FY24 and
working towards circular economy
outcomes in FY25.
Achievements include the
continued on-boarding of
suppliers to our Supplier Code
of Conduct which has been
positively received; publication
of our Sustainable Procurement
Policy; ongoing future-fit
hotspot assessments of supplier
categories now linked to our
tender process; and sustainable
procurement as a key element
in our Global Uniform Project.
We’ve also taken positive steps in our
supplier diversity approach, with a
Supplier Diversity plan developed in
Australia as part of our Reconciliation
Action Plan (RAP). A pilot partnership
in New Zealand was not effective in
delivering value for local suppliers
given thl’s vehicle-focussed supplier
requirements - this is an area for further
development. A product stewardship
assessment has set us up well for a pilot
project with RVSC suppliers who are keen
to partner with us on sustainability.
SUSTAINABLE PROCUREMENT
OUR GLOBAL FRAMEWORK AND
CIRCULAR ECONOMY PILOTS
• Procurement
• Products repurposed
GOALS
STRATEGY
INTERNAL CAPACITY
SUSTAINABLE
PROCUREMENT
EXTERNAL
COLLABORATION
GOVERNANCE
GRIEVANCE &
REMEDIATION
Modern Slavery Statement
This year we worked with Edge Impact to complete a
global assessment of our modern slavery risks as a merged
business. We completed a gaps and opportunities analysis
and progressed work on our global Modern Slavery
Statement and Implementation Roadmap covering the
six key pillars shown below. The Statement will be made
available online on the thl sustainability website:
www.thlsustainability.com
36
thl INTEGRATED ANNUAL REPORT 2023
OUR PEOPLE AND RESPONSIBILITY
37
thl INTEGRATED ANNUAL REPORT 2023
Our
Responsible
Management Disclosures
Our FY23 carbon footprint is a ‘transitional’
footprint given the merger with Apollo
businesses. To capture as much data as
possible, we took a materiality approach
to include the larger sites in our footprint
which now covers approximately 85% of
our total combined sites. Excluded sites
include three sites in the UK / Ireland,
three newly acquired Action
Manufacturing sites and two Australian
dealership sites. Scope 1 and 2 emissions
for specific sites across Canada, Australia,
the UK and Ireland have been included as
partial years from date of acquisition.
Our transitional footprint continues to be
based on our previous approach (full Scope
1 and 2 and limited Scope 3), keeping to a
FY19 baseline for consistency with previous
years, with customer journeys included in
our Scope 1 emissions. Our total transitional
footprint as a much larger merged
business is 65,472 tCO2e, this includes data
for merged business units since date of
acquisition. This footprint includes an
increase in our operational emissions of
73% from FY22 (an increase of 4% from our
FY19 baseline year), and also an increase in
our customer journey emissions of 58%
from FY22 (a decrease of 22% from our FY19
baseline year).
Prior to the merger, our intention was to
extend our FY23 footprint to include our
full Scope 3 emissions. However, given the
additional data required from Apollo
businesses, we will instead be restating our
entire greenhouse gas inventory in FY24,
to include full Scope 1, 2 and 3 emissions.
FY24 will then become our new baseline
year, which will enable us to refine our
science-aligned target as discussed in
the Climate & Carbon Strategy section
in this report.
In the following graphs we have included
customer journey emissions in Scope 1
but have also reported them separately
for consistency with previous years. As
international visitors return to New
Zealand, Kiwi Experience has restarted
after a period of hibernation and we have
seen a corresponding increase in their
emissions and from our Discover
Waitomo tourism operations.
Note: thl uses the ISO 14064-1:2018
standard but also aligns with language
and framing from the GHG Protocol’s
standards. thl follows the equity
share approach.
Our full Scope 3 GHG inventory in FY24
will align with the GHG Protocol Value
Chain (Scope 3) Standard.
Country-specific emission factors have
been used if available. For further
information please visit
www.thlsustainability.com.
Our FY23
Carbon Footprint
2,773
New Zealand
1,724
US
911
Canada
219
UK & Ireland
1,958
Australia
0
Joint ventures
7,585
Total GHG
emissions
(tonnes CO
2
e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
New Zealand
Total GHG emissions (tonnes CO
2
e)
Australia
Joint
venturesUS
59,393
Total tonnes CO
2
e
GROUP-WIDE GHG EMISSIONS BY SCOPE FY23
– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1
(tonnes CO₂e)
Scope 1
1,953
Scope 2
4,126
Scope 3
91%
3%
6%
GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
7%
10%
52%
26%
5%
GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23
(tonnes CO₂e)
73% increase
on FY22
(includes data for
merged business
units since
acquisition date).
58% increase
on FY22
(includes data for
merged business
units since
acquisition date).
23,768
Australia
11,030
New Zealand
2,034
Canada
583
UK & Ireland
20,472
US
0
Joint ventures
57,887
Total GHG
emissions
(tonnes CO
2
e)
3,920
Transport & Stationary Fuels
1,953
Electricity
533
Air Travel
8
Taxi Use
424
Waste sent to Landfill
747
Materials
7,585
Total FY23 footprint
(tonnes CO
2
e)
25
62,695
211
1,619
559
57
Head Office
GHG EMISSIONS BY BUSINESS UNIT FY23
– INCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
96%
2%
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
65,472
Total GHG
emissions
(tonnes CO
2
e)
37%
40%
35%
4,696
6,600
7,924
26%
24%
25%
1%
0%
1%
36%
36%
39%
1,7101,1941,74943
2,3731,5722,63421
3,1081,9792,793
44
FY21
37%4,39430%1%32%
1,4221,2981,62945
FY22
FY20
FY19
NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of
customer journey emissions which we can influence but not control
(transitional year)(transitional year)
36%7,58526%0%23%
CanadaUK & Ireland
0%
0%
0%
0%
0%
0 %
0%0%
12%3%
1,7241,9582,773
FY23
(transitional
year)
911219
65,472Total FY23 footprint
(tonnes CO
2
e)
(transitional year)
(transitional year)
GHG EMISSIONS BY BUSINESS UNIT FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
63%
21%
25
4,808
211
1,619
559
57
Head Office
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
306
Discover Waitomo
7,585
Total GHG
emissions
(tonnes CO
2
e)
(transitional year)
4%
3%
(transitional year)
36%
26%
23%
12%
3%
41%
19%
35%
4%
1%
7%
1%
306
Discover Waitomo
1%
2,773
New Zealand
1,724
US
911
Canada
219
UK & Ireland
1,958
Australia
0
Joint ventures
7,585
Total GHG
emissions
(tonnes CO
2
e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
New Zealand
Total GHG emissions (tonnes CO
2
e)
Australia
Joint
venturesUS
59,393
Total tonnes CO
2
e
GROUP-WIDE GHG EMISSIONS BY SCOPE FY23
– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1
(tonnes CO₂e)
Scope 1
1,953
Scope 2
4,126
Scope 3
91%
3%
6%
GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
7%
10%
52%
26%
5%
GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23
(tonnes CO₂e)
73% increase
on FY22
(includes data for
merged business
units since
acquisition date).
58% increase
on FY22
(includes data for
merged business
units since
acquisition date).
23,768
Australia
11,030
New Zealand
2,034
Canada
583
UK & Ireland
20,472
US
0
Joint ventures
57,887
Total GHG
emissions
(tonnes CO
2
e)
3,920
Transport & Stationary Fuels
1,953
Electricity
533
Air Travel
8
Taxi Use
424
Waste sent to Landfill
747
Materials
7,585
Total FY23 footprint
(tonnes CO
2
e)
25
62,695
211
1,619
559
57
Head Office
GHG EMISSIONS BY BUSINESS UNIT FY23
– INCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
96%
2%
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
65,472
Total GHG
emissions
(tonnes CO
2
e)
37%
40%
35%
4,696
6,600
7,924
26%
24%
25%
1%
0%
1%
36%
36%
39%
1,7101,1941,74943
2,3731,5722,63421
3,1081,9792,793
44
FY21
37%4,39430%1%32%
1,4221,2981,62945
FY22
FY20
FY19
NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of
customer journey emissions which we can influence but not control
(transitional year)(transitional year)
36%7,58526%0%23%
CanadaUK & Ireland
0%
0%
0%
0%
0%
0 %
0%0%
12%3%
1,7241,9582,773
FY23
(transitional
year)
911219
65,472Total FY23 footprint
(tonnes CO
2
e)
(transitional year)
(transitional year)
GHG EMISSIONS BY BUSINESS UNIT FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
63%
21%
25
4,808
211
1,619
559
57
Head Office
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
306
Discover Waitomo
7,585
Total GHG
emissions
(tonnes CO
2
e)
(transitional year)
4%
3%
(transitional year)
36%
26%
23%
12%
3%
41%
19%
35%
4%
1%
7%
1%
306
Discover Waitomo
1%
Our FY23 greenhouse gas (carbon) footprint has been
independently assured by McHugh & Shaw Ltd. It is considered
consistent with the mandatory requirements of ISO 14064-1:2018,
with Reasonable Assurance (Scope 1/ISO Category 1 Emissions
and Scope 2/ISO Category 2 Emissions) and Limited Assurance
(Scope 3/ISO Category 3-6 Emissions).
38
thl INTEGRATED ANNUAL REPORT 2023
OUR RESPONSIBLE MANAGEMENT DISCLOSURES
2,773
New Zealand
1,724
US
911
Canada
219
UK & Ireland
1,958
Australia
0
Joint ventures
7,585
Total GHG
emissions
(tonnes CO
2
e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
New Zealand
Total GHG emissions (tonnes CO
2
e)
Australia
Joint
venturesUS
59,393
Total tonnes CO
2
e
GROUP-WIDE GHG EMISSIONS BY SCOPE FY23
– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1
(tonnes CO₂e)
Scope 1
1,953
Scope 2
4,126
Scope 3
91%
3%
6%
GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
7%
10%
52%
26%
5%
GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23
(tonnes CO₂e)
73% increase
on FY22
(includes data for
merged business
units since
acquisition date).
58% increase
on FY22
(includes data for
merged business
units since
acquisition date).
23,768
Australia
11,030
New Zealand
2,034
Canada
583
UK & Ireland
20,472
US
0
Joint ventures
57,887
Total GHG
emissions
(tonnes CO
2
e)
3,920
Transport & Stationary Fuels
1,953
Electricity
533
Air Travel
8
Taxi Use
424
Waste sent to Landfill
747
Materials
7,585
Total FY23 footprint
(tonnes CO
2
e)
25
62,695
211
1,619
559
57
Head Office
GHG EMISSIONS BY BUSINESS UNIT FY23
– INCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
96%
2%
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
65,472
Total GHG
emissions
(tonnes CO
2
e)
37%
40%
35%
4,696
6,600
7,924
26%
24%
25%
1%
0%
1%
36%
36%
39%
1,7101,1941,74943
2,3731,5722,63421
3,1081,9792,793
44
FY21
37%4,39430%1%32%
1,4221,2981,62945
FY22
FY20
FY19
NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of
customer journey emissions which we can influence but not control
(transitional year)(transitional year)
36%7,58526%0%23%
CanadaUK & Ireland
0%
0%
0%
0%
0%
0 %
0%0%
12%3%
1,7241,9582,773
FY23
(transitional
year)
911219
65,472Total FY23 footprint
(tonnes CO
2
e)
(transitional year)
(transitional year)
GHG EMISSIONS BY BUSINESS UNIT FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
63%
21%
25
4,808
211
1,619
559
57
Head Office
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
306
Discover Waitomo
7,585
Total GHG
emissions
(tonnes CO
2
e)
(transitional year)
4%
3%
(transitional year)
36%
26%
23%
12%
3%
41%
19%
35%
4%
1%
7%
1%
306
Discover Waitomo
1%
2,773
New Zealand
1,724
US
911
Canada
219
UK & Ireland
1,958
Australia
0
Joint ventures
7,585
Total GHG
emissions
(tonnes CO
2
e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
New Zealand
Total GHG emissions (tonnes CO
2
e)
Australia
Joint
venturesUS
59,393
Total tonnes CO
2
e
GROUP-WIDE GHG EMISSIONS BY SCOPE FY23
– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1
(tonnes CO₂e)
Scope 1
1,953
Scope 2
4,126
Scope 3
91%
3%
6%
GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
7%
10%
52%
26%
5%
GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23
(tonnes CO₂e)
73% increase
on FY22
(includes data for
merged business
units since
acquisition date).
58% increase
on FY22
(includes data for
merged business
units since
acquisition date).
23,768
Australia
11,030
New Zealand
2,034
Canada
583
UK & Ireland
20,472
US
0
Joint ventures
57,887
Total GHG
emissions
(tonnes CO
2
e)
3,920
Transport & Stationary Fuels
1,953
Electricity
533
Air Travel
8
Taxi Use
424
Waste sent to Landfill
747
Materials
7,585
Total FY23 footprint
(tonnes CO
2
e)
25
62,695
211
1,619
559
57
Head Office
GHG EMISSIONS BY BUSINESS UNIT FY23
– INCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
96%
2%
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
65,472
Total GHG
emissions
(tonnes CO
2
e)
37%
40%
35%
4,696
6,600
7,924
26%
24%
25%
1%
0%
1%
36%
36%
39%
1,7101,1941,74943
2,3731,5722,63421
3,1081,9792,793
44
FY21
37%4,39430%1%32%
1,4221,2981,62945
FY22
FY20
FY19
NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of
customer journey emissions which we can influence but not control
(transitional year)(transitional year)
36%7,58526%0%23%
CanadaUK & Ireland
0%
0%
0%
0%
0%
0 %
0%0%
12%3%
1,7241,9582,773
FY23
(transitional
year)
911219
65,472Total FY23 footprint
(tonnes CO
2
e)
(transitional year)
(transitional year)
GHG EMISSIONS BY BUSINESS UNIT FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
63%
21%
25
4,808
211
1,619
559
57
Head Office
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
306
Discover Waitomo
7,585
Total GHG
emissions
(tonnes CO
2
e)
(transitional year)
4%
3%
(transitional year)
36%
26%
23%
12%
3%
41%
19%
35%
4%
1%
7%
1%
306
Discover Waitomo
1%
2,773
New Zealand
1,724
US
911
Canada
219
UK & Ireland
1,958
Australia
0
Joint ventures
7,585
Total GHG
emissions
(tonnes CO
2
e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
New Zealand
Total GHG emissions (tonnes CO
2
e)
Australia
Joint
venturesUS
59,393
Total tonnes CO
2
e
GROUP-WIDE GHG EMISSIONS BY SCOPE FY23
– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1
(tonnes CO₂e)
Scope 1
1,953
Scope 2
4,126
Scope 3
91%
3%
6%
GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
7%
10%
52%
26%
5%
GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23
(tonnes CO₂e)
73% increase
on FY22
(includes data for
merged business
units since
acquisition date).
58% increase
on FY22
(includes data for
merged business
units since
acquisition date).
23,768
Australia
11,030
New Zealand
2,034
Canada
583
UK & Ireland
20,472
US
0
Joint ventures
57,887
Total GHG
emissions
(tonnes CO
2
e)
3,920
Transport & Stationary Fuels
1,953
Electricity
533
Air Travel
8
Taxi Use
424
Waste sent to Landfill
747
Materials
7,585
Total FY23 footprint
(tonnes CO
2
e)
25
62,695
211
1,619
559
57
Head Office
GHG EMISSIONS BY BUSINESS UNIT FY23
– INCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
96%
2%
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
65,472
Total GHG
emissions
(tonnes CO
2
e)
37%
40%
35%
4,696
6,600
7,924
26%
24%
25%
1%
0%
1%
36%
36%
39%
1,7101,1941,74943
2,3731,5722,63421
3,1081,9792,793
44
FY21
37%4,39430%1%32%
1,4221,2981,62945
FY22
FY20
FY19
NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of
customer journey emissions which we can influence but not control
(transitional year)(transitional year)
36%7,58526%0%23%
CanadaUK & Ireland
0%
0%
0%
0%
0%
0 %
0%0%
12%3%
1,7241,9582,773
FY23
(transitional
year)
911219
65,472Total FY23 footprint
(tonnes CO
2
e)
(transitional year)
(transitional year)
GHG EMISSIONS BY BUSINESS UNIT FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
63%
21%
25
4,808
211
1,619
559
57
Head Office
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
306
Discover Waitomo
7,585
Total GHG
emissions
(tonnes CO
2
e)
(transitional year)
4%
3%
(transitional year)
36%
26%
23%
12%
3%
41%
19%
35%
4%
1%
7%
1%
306
Discover Waitomo
1%
2,773
New Zealand
1,724
US
911
Canada
219
UK & Ireland
1,958
Australia
0
Joint ventures
7,585
Total GHG
emissions
(tonnes CO
2
e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
New Zealand
Total GHG emissions (tonnes CO
2
e)
Australia
Joint
venturesUS
59,393
Total tonnes CO
2
e
GROUP-WIDE GHG EMISSIONS BY SCOPE FY23
– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1
(tonnes CO₂e)
Scope 1
1,953
Scope 2
4,126
Scope 3
91%
3%
6%
GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
7%
10%
52%
26%
5%
GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23
(tonnes CO₂e)
73% increase
on FY22
(includes data for
merged business
units since
acquisition date).
58% increase
on FY22
(includes data for
merged business
units since
acquisition date).
23,768
Australia
11,030
New Zealand
2,034
Canada
583
UK & Ireland
20,472
US
0
Joint ventures
57,887
Total GHG
emissions
(tonnes CO
2
e)
3,920
Transport & Stationary Fuels
1,953
Electricity
533
Air Travel
8
Taxi Use
424
Waste sent to Landfill
747
Materials
7,585
Total FY23 footprint
(tonnes CO
2
e)
25
62,695
211
1,619
559
57
Head Office
GHG EMISSIONS BY BUSINESS UNIT FY23
– INCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
96%
2%
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
65,472
Total GHG
emissions
(tonnes CO
2
e)
37%
40%
35%
4,696
6,600
7,924
26%
24%
25%
1%
0%
1%
36%
36%
39%
1,7101,1941,74943
2,3731,5722,63421
3,1081,9792,793
44
FY21
37%4,39430%1%32%
1,4221,2981,62945
FY22
FY20
FY19
NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of
customer journey emissions which we can influence but not control
(transitional year)(transitional year)
36%7,58526%0%23%
CanadaUK & Ireland
0%
0%
0%
0%
0%
0 %
0%0%
12%3%
1,7241,9582,773
FY23
(transitional
year)
911219
65,472Total FY23 footprint
(tonnes CO
2
e)
(transitional year)
(transitional year)
GHG EMISSIONS BY BUSINESS UNIT FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
63%
21%
25
4,808
211
1,619
559
57
Head Office
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
306
Discover Waitomo
7,585
Total GHG
emissions
(tonnes CO
2
e)
(transitional year)
4%
3%
(transitional year)
36%
26%
23%
12%
3%
41%
19%
35%
4%
1%
7%
1%
306
Discover Waitomo
1%
2,773
New Zealand
1,724
US
911
Canada
219
UK & Ireland
1,958
Australia
0
Joint ventures
7,585
Total GHG
emissions
(tonnes CO
2
e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS FY23*
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
GROUP-WIDE OPERATIONAL GHG EMISSIONS YEAR-ON-YEAR – EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
New Zealand
Total GHG emissions (tonnes CO
2
e)
Australia
Joint
venturesUS
59,393
Total tonnes CO
2
e
GROUP-WIDE GHG EMISSIONS BY SCOPE FY23
– INCLUDING CUSTOMER JOURNEYS IN SCOPE 1
(tonnes CO₂e)
Scope 1
1,953
Scope 2
4,126
Scope 3
91%
3%
6%
GROUP-WIDE GHG EMISSIONS BY EMISSION SOURCE FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
7%
10%
52%
26%
5%
GROUP-WIDE CUSTOMER JOURNEY GHG EMISSIONS FY23
(tonnes CO₂e)
73% increase
on FY22
(includes data for
merged business
units since
acquisition date).
58% increase
on FY22
(includes data for
merged business
units since
acquisition date).
23,768
Australia
11,030
New Zealand
2,034
Canada
583
UK & Ireland
20,472
US
0
Joint ventures
57,887
Total GHG
emissions
(tonnes CO
2
e)
3,920
Transport & Stationary Fuels
1,953
Electricity
533
Air Travel
8
Taxi Use
424
Waste sent to Landfill
747
Materials
7,585
Total FY23 footprint
(tonnes CO
2
e)
25
62,695
211
1,619
559
57
Head Office
GHG EMISSIONS BY BUSINESS UNIT FY23
– INCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
96%
2%
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
65,472
Total GHG
emissions
(tonnes CO
2
e)
37%
40%
35%
4,696
6,600
7,924
26%
24%
25%
1%
0%
1%
36%
36%
39%
1,7101,1941,74943
2,3731,5722,63421
3,1081,9792,793
44
FY21
37%4,39430%1%32%
1,4221,2981,62945
FY22
FY20
FY19
NOTE: 97% (~57,887 tCO₂e) of Scope 1 emissions comprises of
customer journey emissions which we can influence but not control
(transitional year)(transitional year)
36%7,58526%0%23%
CanadaUK & Ireland
0%
0%
0%
0%
0%
0 %
0%0%
12%3%
1,7241,9582,773
FY23
(transitional
year)
911219
65,472Total FY23 footprint
(tonnes CO
2
e)
(transitional year)
(transitional year)
GHG EMISSIONS BY BUSINESS UNIT FY23
– EXCLUDING CUSTOMER JOURNEYS
(tonnes CO₂e)
63%
21%
25
4,808
211
1,619
559
57
Head Office
thl Digital
Self Drive Experiences (Global)
Dealerships Australia
Manufacturing
Kiwi Experience
306
Discover Waitomo
7,585
Total GHG
emissions
(tonnes CO
2
e)
(transitional year)
4%
3%
(transitional year)
36%
26%
23%
12%
3%
41%
19%
35%
4%
1%
7%
1%
306
Discover Waitomo
1%
Our ‘transitional’ operational carbon
footprint includes:
Scope 1Direct GHG emissions: transport
fuel used in our company cars,
fuel used at our sites (LPG,
natural gas, diesel) and
customer journeys included
in Scope 1 but also reported
separately
Scope 2Indirect GHG emissions from
energy: emissions associated
with purchased electricity
Scope 3Other indirect GHG emissions:
fuel used by staff commuting to
work; air and taxi travel; waste
sent to landfill; and motorhome
maintenance materials
(replacement tyres,
batteries and water)
39
thl INTEGRATED ANNUAL REPORT 2023
OUR RESPONSIBLE MANAGEMENT DISCLOSURES
Below please find a summary of thl’s climate-related disclosures, aligned with External
Reporting Board (XRB) / Te Kāwai Ārahi Pūrongo Mōwaho standard NZ CS 1. NZ CS 1 was
developed in response to the TCFD framework and adjusted to take account of the
International Sustainability Standards Board (ISSB) development of sustainability
reporting standards.
For our full disclosures, please visit the thl sustainability website: thlsustainability.com.
Governance: NZ CS 1 disclosures 7, 8, 9
Refer to Our Global Sustainability Work Programme and Future-Fit Health Check
sections of this report.
The thl Board oversees and is ultimately responsible for group-wide risks, including those
relating to climate change. The Audit & Risk Committee (ARC) and Health, Safety and
Sustainability Committee (HSSC) also have oversight of climate-related risks and
opportunities (CR&O).
The identification and management of CR&Os is integrated throughout all levels of our
business. Our operational-level Regional Risk Networks (RRN – previously Risk Champions
Networks) report up to the Executive-level Risk & Improvement Committee (RIC) reports
up to the ARC, which in turn makes recommendations to the Board. These committees
are responsible for implementing thl’s Enterprise Risk Management (ERM) framework
across our business and escalating key risks up to ARC as required.
Climate-related risks are standing strategic and operational agenda items that are
reported to the ARC and RIC on a bi-monthly / quarterly basis. Members of our Board
regularly consider the integration of climate and sustainability into strategic decision-
making through ARC meetings.
The ARC and HSSC consider CR&O when developing and overseeing the implementation
of business strategy. Each thl business unit develops business plans that must include
elements of our 23 science-based future-fit goals. Our priority goal is ’Products emit no
greenhouse gases’ (GHG), which presents the significant challenge to rapidly decarbonise
our fleet. Our subsidiary, Action Manufacturing, leads our Future Fleet strategy and is
developing new EV campervans for the New Zealand market. The thl Board has approved
ongoing capital expenditure to trial EV and other low carbon vehicle technologies.
The ARC selects and reviews metrics and targets at quarterly meetings. The ARC and
HSSC have oversight over the Future-Fit Business Benchmark qualitative metrics
including an annual health check and score across future-fit goals. ARC meetings focus
on priority goals for thl which include procurement, product harm and product
GHG emissions.
The methodology for identification and assessment of quantitative metrics will be
progressed in FY24 to prepare for mandatory FY24 reporting and full financial disclosures
in FY25. Key performance metrics are not yet incorporated into our remuneration policies
– the status of this will be reviewed in FY24.
Our Chief Responsibility Officer and Responsible Management (RM) Team undertake
climate and carbon reporting associated with thl’s CR&Os. Our RM team works with
stakeholders to undertake the measurement and verification of thl’s GHG emissions and,
through the ERM framework, sees that the CR&Os identified, assessed and mitigated.
CR&Os are managed by thl’s RIC and mitigation will be implemented via our new
regional-specific risk networks. The ARC reviews CR&Os on a quarterly basis.
A key project for FY24 is a review of strategic decision-making processes at the
governance and management level. This review will identify the triggers for influencing
sustainability, including climate resilience when making decisions with regard to supply
chains, business operations, and capital projects.
Strategy: NZ CS 1 disclosures 10 – 16
Refer to Our Climate & Carbon Strategy and Future Fleet sections of this report.
This year we have seen developments in extreme climate-related weather events globally.
thl has experienced the impact of these on our operations and revenue, including the
recent Canadian wildfires and Cyclone Gabrielle which caused damage to the roading
infrastructure. This led to the closure of Waitomo Caves for five days and interrupted
customer demand. thl’s fleet was utilised as emergency mobile housing to contribute to
relief efforts during the Auckland floods and Cyclone Gabrielle.
As with last year, this year’s climate scenario analysis has adopted the scenarios developed
by the Network for Greening the Financial System (NGFS). The global coverage and
integrated assessment of risks at the NGFS make their scenarios relevant and appropriate
Our Climate Disclosures
40
thl INTEGRATED ANNUAL REPORT 2023
OUR RESPONSIBLE MANAGEMENT DISCLOSURES
to thl’s multinational operations. Additionally, the NGFS scenarios have informed the core
assumptions of the recently released New Zealand Tourism Sector Climate Scenarios.
Further information on our scenarios will be made available at: thlsustainability.com.
Priority risks and opportunities for thl and management actions are described in the
Climate and Carbon Strategy section of this report. Further management actions are
described in the Future Fleet section.
thl is committed to addressing our CR&Os and have identified their anticipated impact
on key areas of our business, see below table.
AreaAnticipated climate-related impacts
RISKS
Business model
Extreme physical risks could close certain attractions or eliminate
tourism in whole regions, thus seasonally impacting thl’s revenue
f rom its tourism business.
Supply chain
The scarcity in low-emissions and cost-effective technology to
decarbonise the fleet could expose thl to higher operating costs
f rom increases in fuel price and loss of revenue f rom changing
customer preferences.
Products and
services
The pace of regulatory change in phasing out ICE vehicles could lead
to stranded assets. thl may find it difficult to on-sell ICE vehicles.
Access to capital
Accessing capital and loans may become more challenging due to
stringent sustainability criteria.
OPPORTUNITIES
Business model
Growth into non-tourism markets will support diversification and
resilience of thl’s business model, e.g., acquiring 100% ownership of
Action Manufacturing in 2022.
Supply chain
Development of new supplier options for electric, plug in hybrid, and
hydrogen fuel cell RVs in the European, UK and US markets.
Products and
services
Expansion into emergency management through partnerships that
support housing for people displaced by extreme weather events.
Access to capital
Enhanced market credentials and international financing options
resulting f rom verified science-based emissions reduction targets.
At thl, we are continuously working to manage, minimise and ultimately eliminate
our GHG. We acknowledge that we are a part of a wider system and aim to work in
partnership with other leading organisations in the industry to help drive the
transition towards a low emissions RV and tourism sector.
Our Future Fleet programme is a core strategic goal of thl, and it aims to address our
greatest sustainability challenge of decarbonising our motorhome fleet. The actions
we take to decarbonise our fleet will determine our resilience in a low-emissions
future economy.
To prepare for mandatory reporting in FY24 and full financial disclosures in FY25, we
have started the process of developing our methodology for identifying and assessing
the financial impact of our CR&Os.
thl used three NGFS climate scenarios: Orderly – Net Zero 2050; Disorderly – Delayed
Transition and Hothouse – Current Policies and assigned a materiality rating of high to
low to each CR&O to meet the XRB’s definition of materiality.
thl considers climate risks and opportunities across three-time horizons shown in the
Climate & Carbon section. These align with business planning, capital allocation and risk
management timeframes.
thl has categorised climate-related risks and opportunities as physical impacts from
climate change and transitional impacts that arise as the economy and people transition
to a lower carbon future.
thl has identified three transition risks, two physical risks and two opportunities
through the Future Fleet Scan report and scenario analysis with stakeholders. Together
these make up thl’s priority CR&Os which could impact thl’s business model. See
thlsustainability.com for more information on how these were rated under the three
NGFS climate scenarios.
We are continuously working to integrate our response to climate change into our
business model and strategy. Refer to ‘We are RV’ for an in-depth description of our Build/
Buy - Rent - Sell model (for RVs). Through our Future Fleet Programme, future-fit goals
and Future Fleet, we have the foundations to prepare a transition plan in FY24.
Risk Management: NZ CS 1 disclosures 17 – 19
Refer to Enterprise Risk Management section of this report.
Metrics, Targets & Assurance of Greenhouse Gas Emissions:
NZ CS 1 disclosures 20 – 26
Refer to Climate & Carbon and Greenhouse Gas inventory (our FY23 Carbon Footprint)
sections of this report.
41
thl INTEGRATED ANNUAL REPORT 2023
OUR RESPONSIBLE MANAGEMENT DISCLOSURES
Future-Fit
Break-Even
Goals
FY19
Health
Check
FY20
Health
Check
FY21
Health
Check
FY22
Health
Check
FY23
Health
Check FY23 Review Commentary
BE01:
Renewable energy
Renewable energy use has increased, San Francisco branches moved to 100% renewable energy community plan in FY22. Renewable energy
programmes are being investigated in each region. Branch Action Plans have an energy efficiency focus with progress on LED lighting
upgrades, installing timers, sensors and energy efficient equipment. Australia branches reduced energy use by 22%. A Future Fleet Global
Scan of renewables in the grid mix was completed in FY23.
BE02:
Water use
Branch actions underway focusing on water conservation awareness, leak detection, process efficiency in high water use activities, installing
low flow facilities, water tanks and investigating recycled water where appropriate. US branches achieved a >50% reduction in branches over
the last four years. We will reassess our water conservation impacts and practices and review new branch locations for water stress to prioritise
water conservation at these locations.
BE03:
Natural resources
This goal applies to businesses which directly manage natural resources. At thl, we manage natural resources in Waitomo, NZ. Our
environmental management practices at Discover Waitomo meet a high standard, guided by an Environmental Management Plan, with
intensive monitoring oversight provided by the Environmental Management Advisory Group. Through our Kaimahi for Nature community
conservation work we are making a positive impact through restoring our natural environment. We have undertaken an initial assessment of
nature-based risks and opportunities aligned with draft TNFD guidelines.
BE04:
Procurement
PRIORITY GOAL
We progressed Level 2 - Embed of our five-year sustainable procurement f ramework in FY23. A Supplier Code of Conduct was rolled out to
suppliers in each region we operate. Analysis of supplier hotspot assessments were completed for our main supplier categories and a Modern
Slavery assessment of global policies and processes has been completed. A Modern Slavery Roadmap and Statement is in development.
Training and continuous improvement is a focus of the Global Sustainable Procurement Working Group and lead managers.
BE05:
Operational
emissions
At a branch level we do not generate measurable liquid, gas or solid emissions released directly into nature. Emissions created by use of some
chemical products and by potential spills are difficult to measure and not considered material. With expanded manufacturing activities we will
review our operational emissions approach and impact again in FY24.
BE06:
Operational GHGs
Operational emissions had reduced by over 20% in each country prior to the merger and new country and branch carbon impact reports have
been rolled out to track improvements and impacts. Our FY23 footprint will again include emissions for Kiwi Experience coach operations. Post-
merger, our increased manufacturing operations impacts on our operational GHG emissions will be reviewed in FY24 (excludes emissions f rom
use of our products).
BE07:
Operational waste
Operational waste remains a challenge due to the complexity of our vehicles, and branch moves due to the merger have increased waste in FY23.
Branch Action Plans are in place to reduce, reuse, repurpose and recycle in each location, and Action Manufacturing has made significant progress
in repurposing reprocessing and recycling its waste. As activity levels return and manufacturing expands, reducing waste is an ongoing challenge.
Actions include working with suppliers on product stewardship and reducing packaging. Recycling and waste management at a national level will
be a particular focus area for our New Zealand branches in FY24.
BE08:
Operational
Encroachment
on Ecosystems or
Communities
Most branches are now located in areas of low risk of impact on sensitive areas, ecosystems and community health and we have a f ramework
to assess encroachment impacts for new locations. Our most significant location for operational impacts on communities and ecosystems is
Waitomo NZ where we are actively working to restore and enhance ecosystems and cultural sites. We have done an initial assessment of our
nature-based risks and opportunities (NR&O) using the draft TNFD f ramework and in FY24 will review our performance of this goal taking
these NR&O into account.
BE09:
Community health
We are working with partners to protect the health of communities where we operate and where our products impact through the Accelerate
programme. We actively engage in industry responsible travel programmes, are progressing on our Reconciliation Action Plan in Australia and
local community contribution activities f rom our branches.
We are off track and need
to redesign our course
We have gaps and need to
rethink how to address them
We have gaps but know
how to close them
We are on track and can
continue our journey
Our FY23
Future-Fit Health Check
KEY - Health Check assessments show how thl is
performing against the Future-Fit Break-Even Goals
42
thl INTEGRATED ANNUAL REPORT 2023
OUR RESPONSIBLE MANAGEMENT DISCLOSURES
Future-Fit
Break-Even
Goals
FY19
Health
Check
FY20
Health
Check
FY21
Health
Check
FY22
Health
Check
FY23
Health
Check FY23 Review Commentary
BE10:
Employee health
Health, safety and wellbeing remains a top priority, and we have the systems, resources, capability and culture in place to meet this goal. In
FY23 we have focused on critical health and safety risks and mental health with the trial of Mental Health First Aid training that will be rolled
out to leaders in all sites globally in FY24. We also made improvements to our hazards register.
BE11:
Living wage
We continue to make progress on this goal as a priority to close current gaps. In NZ & the US we continue movements towards a thl Future-
Fit wage. In Australia, Canada and the UK and Ireland we will continue to investigate living wage models that meet Future-Fit criteria in each
region in FY24.
BE12:
Fair employment
terms
As previously assessed, we perform well against the majority of the fitness criteria for this goal in NZ and AU. The US is the focus for this goal
to review and make progress, with key issues relating to variation in employment regulations, such as paid parental leave which impact
fitness progress.
BE13:
Employee
discrimination
As previously assessed, we have the policies, procedures and training in place to achieve this goal. We will continue to review our progress and
implement initiatives focused on diversity and inclusion, including building our cultural capability globally.
BE14:
Employee concerns
We have developed new mechanisms through the Report It Now platform. A Speak Up training and internal campaign was paused to bring
on the rest of the group post-merger. The Policy has been translated and posters are available in English and French for Canada and English
and Spanish for the US, ready to be launched June 2023.
BE15:
Product
communications
Safe and responsible use of our products is a critical priority. All customers receive instructions on safe driving and operating equipment in the
motorhome, along with online manuals and instruction videos. Responsible Travel programmes help customers travel responsibly and address
potential impacts f rom inappropriate use of vehicles.
BE16:
Product concerns
We recognise the significance of this goal due to the complexity of motorhomes and the potential impact for people and the environment
if issues arise. We have robust mechanisms in place for customers to raise concerns and roadside assistance to ensure guests have the
information they need. Our customers and owners have channels to raise concerns, get support and advice and we proactively manage any
issues identified.
BE17:
Product harm
PRIORITY GOAL
We are committed to ensuring our products do not cause harm to people or the environment. The highest potential impacts for communities
and destinations are issues connected to f reedom camping and accidents caused by poor driving / traffic management. We promote
responsible travel and safe driving and traffic management at our branches. Responsible travel programmes help our customers avoid
causing harm when using our products.
BE18:
Product GHGs
PRIORITY GOAL
Reducing the GHG emissions f rom our fleet remains our highest impact and greatest challenge. We are working on this through our Future
Fleet programme and developing a new eRV pilot fleet in NZ. Industry partnerships with OEMs will be key to moving forward. We account for
the customer journey emissions for our rental fleet as a Scope 1 emission and have set a science-aligned absolute reduction target to reduce
emission by 50.4% by FY32 based on FY20 data. Further work on restating our baseline and developing a Scope 3 emissions target for use of
sold products will be a focus in FY24.
BE19:
Products can be
repurposed
This goal is complex as our vehicles include many components and materials, and repurposing inf rastructure varies by region. We are
investigating more circular materials in our design and build work at Action and in Brisbane. The Global Sustainable Procurement Working
Group is scoping product stewardship and repurposing opportunities in each market/country including extended producer responsibility
changes. Data on the impact of our products at end of life is not currently collected but we are reviewing new AI tools to help understand our
whole-of-life impacts.
BE20:
Business ethics
A hotspot assessment of high-risk roles has been completed. We have a Code of Ethics and a Governance and Ethics Committee which
includes the CEO. The Exec team has undertaken Ethics training and a review of the Code of Ethics is under way. All staff complete ethics
training on an annual basis, and this is monitored.
BE21: Right tax
A hotspot assessment of high-risk roles has been completed. We have a Code of Ethics and a Governance and Ethics Committee which
includes the CEO. The Exec team has undertaken Ethics training and a review of the Code of Ethics is under way. All staff complete ethics
training on an annual basis, and this is monitored.
BE22:
Lobbying
& advocacy
We do not directly undertake lobbying activities, but we are active in a number of Tourism and RV Industry Groups. We proactively encourage
the groups we engage with to make sustainability progress to address the key impacts, risks and issues impacting future-fit progress.
BE23:
Financial assets
As a company we do not directly manage financial investment assets, beyond standard financing activities. We have reviewed this goal and
many of the risk areas identified do not apply directly to our activities or are managed in other goals.
43
thl INTEGRATED ANNUAL REPORT 2023
OUR RESPONSIBLE MANAGEMENT DISCLOSURES
At thl we take an integrated approach to
Enterprise Risk Management (ERM),
managing risks at all levels of the
organisation. We identify and manage our
strategic, operational and regulatory risks
using our ERM Framework – a suite of
policies and tools including our ERM Policy
and our online Risk Register which allows
us to manage all our risks including risks
from, and contributing to, climate change.
Risks and opportunities identified by our
operational Risk Champions are reviewed
and reported up to Risk Owners in the
Risk & Improvement Committee (RIC). RIC
provides Executive-level governance and a
consistent approach to ERM across thl. In
turn, RIC reports key strategic and ‘front
and centre’ operational risks up to the
Audit & Risk Committee (ARC) who provide
Board-level oversight of our ERM. Our
critical risks are detailed below, noting that
climate-related risk is a standing critical
strategic risk reported to the ARC,
with further priority climate risks and
opportunities detailed in the Climate &
Carbon Strategy section of this report
and discussed in the text box below.
FY23 has seen the Responsible
Management team focus on integrating
risks from Apollo businesses which have
a very similar risk profile to risks already
captured under the ERM. We have been
working with the RIC and ARC to identify
risk appetite for critical risk areas and have
delivered control measure projects for
our higher-rated risks. Examples include
reviewing emergency preparedness across
our branches globally and assessing the
risk of modern slavery in our supply chain.
Our ERM framework was externally
assessed and a Risk Culture survey of key
stakeholders undertaken. Results indicated
that thl has a ‘reasonably mature approach
to risk with some variability across the
merged business; it is clear that the tone at
the top and culture is healthy with regard
to engagement around risk in general, with
risk well defined and understood, but there
is a big opportunity to engage front-line
staff more in general business risks and to
improve the ERM system’. A wider internal
Risk Culture survey of the business is to be
undertaken in FY24.
thl’s Climate-related Risks & Opportunities (CR&O)
To understand our CR&O we used two methods to identify and assess scope, size, and
impact: a Climate Scenario Analysis and our first Future Fleet Global Scan, discussed in
this report and on thlsustainability.com.
Our priority CR&O, shown in the Climate & Carbon Strategy section of this report, were
assessed and reviewed through our annual scenario analysis and materiality exercise.
In June 2023, our Executive-level RIC members and other internal stakeholders
attended climate scenario analysis workshops to re-assess and re-prioritise thl’s
priority CR&O and test these against three updated climate scenarios.
Our climate-related risks are managed through the ERM framework, with regular risks
reviews, quarterly RIC and Regional Risk Network meetings and quarterly ARC
meetings. This ensures our climate-related risks are properly managed at governance,
management and operational levels. Opportunities are managed through our
Transformation and Future Fleet workstreams.
In FY24 we will continue to focus on the
effectiveness of our controls and delivery
of control measure projects; development
of risk metrics and improvement of our
ERM system; refining our climate risk and
opportunity management and reporting;
and engaging our crew through themed
risk months focussed on critical risks.
Below are the key short, medium and
long-term strategic risks and ‘front and
centre’ operational risks as agreed and
owned by the RIC.
44
thl INTEGRATED ANNUAL REPORT 2023
Our Enterprise Risk
Management Framework
OUR RESPONSIBLE MANAGEMENT DISCLOSURES
RiskDescriptionImpactRisk ControlsRelevant Capitals
See About this report for
more information
Cyber security
Within our global digital landscape we face numerous
cyber threats that can severely impact operations,
reputation and customer trust. One of the most significant
risks is the potential for a data breach and unauthorised
access to sensitive information.
Financial losses due to regulatory fines, legal settlements
and recovery costs. Loss of customer trust may also result
in reduced revenue.
Business disruption: for business-critical systems
productivity could be affected, along with customer
service and overall business continuity.
Implementation of comprehensive cyber and data policies,
standards, software, and processes outlining how we will
address cyber security risks and protecting our assets in line
with our Written Information Security Programme. Prioritising
cyber risks, undertaking regular risk assessments to identify
assets across our global landscape, and implementing
strategies to mitigate risks. Technology controls have
increased with implementation of firewalls to monitor and
control traffic, endpoint protection, vulnerability scanning
and monitoring and Multi Factor Authorisation deployment
across business-critical systems. Employee training and
awareness programmes tailored to specific business units
to share best practices for data handling procedures and
phishing prevention.
Supply chain
disruption
Supply chain issues (i.e. shipping delays, product shortages,
manufacturing disruptions) contributing to delays and/
or a shortage of vehicles, increased manufacture cost,
potentially causing rental booking cancellations and
delaying retail vehicle deliveries.
Impact on delivery for customers and/or increase in cost of
vehicle buy/build/maintenance impacting profitability.
Potential reputational and revenue impact.
Maintain ongoing relationships and communication with
existing suppliers and potential new suppliers; regular
monitoring, review and production meetings; fleet and
revenue planning; increased raw material stock. Reforecast
revenue quarterly in line with reforecasted manufacturing
assumptions; reschedule vehicle sale plans; and explore
alternative rental / sales product types.
Major market
shocks or
abnormal
macroeconomic
factors
Global or local macroeconomic factors or market
shocks that impact supply or demand in all or some
of the markets we operate in including: pandemic, war,
terrorism, economic recession and geopolitical tensions.
Some markets in which thl operates have already
entered recession with the potential for other markets
to enter recession.
Market shocks can lead to a material reduction and
increased volatility in rental demand, vehicle sales demand
and margins and overall tourism visitor numbers. This in
turn could have a significant impact on profitability and
potentially capital structure.
Active monitoring of global trends and the economic
environment; agility and diversification in business models,
product offerings and across geographies. Development
of domestic tourism and non-tourism markets and non-
RV related manufacturing. Long-term fixed costs and
commitments minimised where appropriate to maintain cost
flexibility; and internal and external monitoring of the forward-
booking trends to detect changes and adapt pricing or fleet
as required. Strong fiscal management of balance sheet
to quickly adjust debt levels. Competitive tension amongst
lenders to minimise borrowing rates.
Long-term
global inflation
Long-term global inflation causes significant detrimental
impact to vehicle sales margins and overall business model,
as seen with OEM pricing, shipping and other supply
chain increases.
A significant reduction in profitability could occur if long
term inflation becomes embedded in the manufacturing
supply chain and these cost rises are not able to be passed
on to vehicle purchasers causing a loss of sales margin and
threatening the overall business model.
Fleet planning consideration given to ROFE impact; regular
meetings and active monitoring of supply chain and
availability; reviewing and adjusting fleet sales scheduling.
Competitor
behaviour -
new or existing
competitors
disrupt market
New or existing competitors entering or expanding in
the market (including manufacturers entering the rentals
space). Peer-to-peer market continuing to grow.
Additional fleet supply and new entrant behaviours alter
market dynamics, putting business model, revenue and
profitability at risk.
Regular fleet and pricing review; price checks; mystery
shoppers; competitor assessments; multi-channel
distribution presence; explore alternative rental / sales
product types. Continued product development based
on current customer need.
Megatrends
in tourism
Market shifts, technology advancements and changing
preference/attitudes can cause shifts in tourism patterns
and demands both in the short and long-term.
Reduction in inbound tourism reduces demand, impacting
profitability and ROFE. External factors increase the cost of
air travel. Potential reputational impact.
Maintain presence in core markets through geographic
spread of thl businesses; develop new markets; continue
to source non-tourism revenue opportunities and to
engage with tourism bodies; monitor economic/external
environment; manage balance sheet ratios, flex fleet; drive
and communicate sustainability progress to meet/anticipate
customer expectations.
45
thl INTEGRATED ANNUAL REPORT 2023
OUR RESPONSIBLE MANAGEMENT DISCLOSURES
RiskDescriptionImpactRisk ControlsRelevant Capitals
See About this report for
more information
Regulatory
and legal
compliance
Changing governments or political contexts can cause
changes in regulatory and legal requirements in a short
period of time. With thl operating in numerous countries
and several areas of operations (including adventure
tourism/tourism, automotive manufacturing and
transportation), the legislative context is complex.
Potential reputational, legal and financial impacts
e.g., exposure to litigation; revenue loss; and
operational disruption.
Ongoing regular monitoring of upcoming legal policy
and compliance changes; proactive engagement with
legal advisers in each region. thl Future Fleet Global Scan
highlights changing regulation with regard to internal
combustion engine vehicle import cut-off dates and eRV
charging inf rastructure.
Vehicle
technological
and
obsolescence
risks
Our business relies on motorhome manufacturing, rentals
and sales. There are several potential risks associated with
the possible poor selection of future fleet and investment
in new, low-emission vehicle technology alongside the
expected rapid pace of technology change. Evolving
technology and regulatory changes such as internal
combustion engine sales / import cut-off dates may cause
parts for repair to no longer be available and/or entire
vehicles to become obsolescent.
Early adoption of the wrong product leads to lack of
reduction in emissions contributing to climate change;
financial consequences. Obsolescence of existing fleet leads
to impairment of all or some of fleet; operational impacts of
poor decisions, disruption to daily activity.
Continue delivery of the Future Fleet programme including
Future Fleet eRV trials and regular external Future Fleet Global
Scans providing an overview of regulation, low-emissions
technology tipping points, renewable energy inf rastructure
and climate trends.
Health, Safety
& Wellbeing
(HSW)
The safety of our crew and customers remains a critical
priority to thl. The key operational health and safety risks
to our business to proactively manage are on-site traffic
management, working at heights, manufacturing services
and adventure tourism.
Potential for serious injury or loss of life; financial and
reputational consequences; operational disruption; impact
on mental health of those directly and indirectly impacted
by a HSW event.
Regular internal and external site audits and assessments, with
outcomes being captured as part of ongoing risk assessments;
HSW team working within operational business units to
capitalise on global learnings and implement best practices
at a site level; process, procedure and training remains a core
area following the merger; ensuring that our crew have the
right training and equipment to do their roles safely; global
HSW Steering Committee with quarterly meetings. Ongoing
assessment of high risk practices, equipment and products
including assessing latest technology which may enable risk
elimination. Relaunch of H&S management and recording
platform enabling greater risk transparency and management
of incidents.
Labour supply
risk: recruitment
and retention
Globally, recruitment challenges are easing but we remain
in a low unemployment, high wage inflation environment
in all jurisdictions. The challenge continues to prepare
to have the right number of crew with the right skills to
deliver operationally. This is a particular risk in the lead-up
to peak periods.
Lack of skilled labour and sustainable labour force/high
churn impacting operations and customer offering.
Loss of key crew members resulting in loss of knowledge,
skills or reputation that could impair the execution of the
business strategic plan.
Clear strategies to retain our crew through personal
development plans, wellbeing and appropriate remuneration
for each role where possible aligned with our Future-Fit Living
Wage. Regarding talent acquisition, our brand as an employer
of choice has been redefined to reflect the significant
opportunities of our merged businesses; and development
of assets to support effective recruitment is underway.
Extreme
weather events
including from
climate change
Globally, extreme weather events continue to cause
disruption and ongoing impacts to the communities we
operate in and the destinations our customers visit. These
weather events have the potential to impact operations
and inf rastructure (including closing off areas), cause loss
of fleet, and disrupt our customers’ travel plans to tourism
destinations as well as posing a potential safety risk.
Disruption to travel inf rastructure impacting customers,
staff or suppliers, and/or impacting operations.
Disruption to our Discover Waitomo glowworm tours,
cave and karst ecosystem and glowworm population.
Continue to proactively monitor potential significant events
and climate conditions and their possible impact on our
customers, crew and assets; Emergency Response branch
scan completed and BCP updates underway; regular training
and crew awareness/engagement. Telematics enables us to
communicate with our customers, monitor who is in/near
impacted areas and provide advance warning. Initial Taskforce
on Nature-related Financial Disclosures (TNFD) assessment
undertaken with a particular focus on our Discover Waitomo
business. thl Climate Risks & Opportunities have been re-
priortised to reflect our merged, global business and disclosed
in alignment with the Taskforce for Climate-related Financial
Disclosures (TCFD) and XRB Climate Standard NZ CS 1. See
Climate & Carbon Strategy, Enterprise Risk Management and
Health Check sections of this report for more information.
46
thl INTEGRATED ANNUAL REPORT 2023
OUR RESPONSIBLE MANAGEMENT DISCLOSURES
CONTENTS
48Directors’ Statement
49Consolidated Income Statement
50Consolidated Statement of Comprehensive Income
51Consolidated Statement of Changes in Equity
52Consolidated Statement of Financial Position
53Consolidated Statement of Cash Flows
54Notes to the Consolidated Financial Statements
99Independent auditor’s report
105Corporate Governance
122Board of Directors
124Corporate Information
47
thl INTEGRATED ANNUAL REPORT 2023
Directors’
Statement
The Directors of Tourism Holdings Limited (thl) are pleased to
present to shareholders, the Annual Financial Statements for thl
and its controlled entities (together the ‘Group’) for the year ended
30 June 2023.
The Directors are responsible for presenting financial statements
in accordance with New Zealand law and generally accepted
accounting practice, which present fairly, in all material respects,
the financial position of the Group as at 30 June 2023 and the
results of the Group’s operations and cash flows for the year ended
on that date.
The Directors consider the financial statements of the Group have
been prepared using accounting policies which have been
consistently applied and supported by reasonable judgements
and estimates and that all relevant financial reporting and
accounting standards have been followed.
The Directors believe that proper accounting records have been
kept which enable, with reasonable accuracy, the determination of
the financial position of the Group and facilitate compliance of the
financial statements with the Financial Markets Conduct Act 2013.
The Directors consider that they have taken adequate steps to
safeguard the assets of the Group, and to prevent and detect fraud
and other irregularities.
Internal control procedures are also considered to be sufficient to
provide a reasonable assurance as to the integrity and reliability of
the financial statements.
This document constitutes the 2023 Annual Report to
Shareholders of Tourism Holdings Limited.
This Annual Report is signed on behalf of the Board by:
Cathy Quinn ONZM
Chair of the Board
28 August 2023
Rob Hamilton
Chair of the Audit and Risk Committee
OUR FINANCIAL STATEMENTS48
thl INTEGRATED ANNUAL REPORT 2023
Consolidated income statement
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
For the year ended 30 June 2023
Notes
2023
$000’s
2022
$000’s
Sales of services2306,988118,886
Sales of goods
2356,853226,864
Total revenue663,841345,750
Cost of sales
2(257,654)(150,785)
Gross profit406,187194,965
Administration expenses
4, 5(86,926)(51,369)
Operating expenses
4, 5(238,894)(147,473)
Other income
38,48710,760
Operating profit/(loss) before financing costs*88,8546,883
Finance income62917
Finance expenses
6(23,298)(10,736)
Net finance costs(22,669)(10,719)
Share of profit f rom associates8121,105
Profit/(loss) before tax66,997(2,731)
Income tax (expense)/benefit
7(17,139)612
Profit/(loss) for the year49,858(2,119)
Profit/(loss) is attributable to:
Non-controlling interests-(637)
Equity holders of the parent 49,858(1,482)
Profit/(loss) for the year49,858(2,119)
Earnings/(loss) per share from profit/(loss) for the year
attributable to the equity holders of the Company
8
Basic earnings/(loss) per share (in cents)26.4(1.0)
Diluted earnings/(loss) per share (in cents)26.1(1.0)
* The consolidated income statement includes one non-GAAP measure (that is, operating profit/(loss) before financing costs
or “EBIT”) which is not a defined term in New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS).
The Directors and management believe that this non-GAAP financial measure provides useful information to assist readers
in understanding the Group’s financial performance. This measure should not be viewed in isolation and is intended to
supplement the NZ GAAP measures and therefore may not be comparable to similarly titled amounts reported by other
companies. This measure has not been subject to a separate audit or review.
OUR FINANCIAL STATEMENTS49
thl INTEGRATED ANNUAL REPORT 2023
Consolidated statement of comprehensive income
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
For the year ended 30 June 2023
Notes
2023
$000’s
2022
$000’s
Profit/(loss) for the year49,858(2,119)
Other comprehensive income/(losses)
Items that may be reclassified subsequently to
profit or loss
Foreign currency translation reserve movement (net of tax)
222,23314,952
Equity investment reserve movement (net of tax)
221,638(954)
Cash flow hedge reserve movement (net of tax)
221,6973,938
Other comprehensive income for the year net of tax5,56817,936
Total comprehensive income for the year55,42615,817
Total comprehensive income for the year is
attributable to:
Equity holders of the Company55,42616,454
Non-controlling interests-(637)
Total comprehensive income for the year55,42615,817
OUR FINANCIAL STATEMENTS50
thl INTEGRATED ANNUAL REPORT 2023
Consolidated statement of changes in equity
For the year ended 30 June 2023For the year ended 30 June 2022
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
Notes
Share
capital
$000’s
Retained
earnings
$000’s
Cash flow
hedge
reserve
$000’s
Other
reserves
$000’s
Total
equity
$000’s
Opening balance as at
1 July 2022278,98337,70032114,664331,668
Profit for the year-49,858--49,858
Other comprehensive income
Cash flow hedge reserve
movement (net of tax)--1,697-1,697
Equity investment reserve
movement (net of tax)
22---1,6381,638
Foreign currency translation
reserve movement (net of tax)
22---2,2332,233
Total comprehensive income
for the year-49,8581,6973,87155,426
Transactions with owners
Ordinary shares issued as part
consideration for 51% acquisition
of Just go
178,031---8,031
Ordinary shares issued for the
acquisition of Apollo
18, 21212,889---212,889
Issue of ordinary shares
(net of issue costs)
21779---779
Shares issued to employees
21, 222,325291-(2,616)-
Cost during the period for
employee share scheme
22---2,1622,162
Total transactions with owners224,024291-(454)223,861
Closing balance as at
30 June 2023503,00787,8492,01818,081610,955
Notes
Share
capital
$000’s
Retained
earnings
$000’s
Cash flow
hedge
reserve
$000’s
Other
reserves
$000’s
Non-
controlling
interests
$000’s
Total
equity
$000’s
Opening balance as at
1 July 2021277,79242,313(3,617)(1,030)(2,859)312,599
Loss for the year-(1,482)--(637)(2,119)
Other comprehensive income
Cash flow hedge reserve
movement (net of tax)--3,938--3,938
Equity investment reserve
movement (net of tax)
22---(954)-(954)
Foreign currency translation
reserve movement (net of tax)
22---14,952-14,952
Total comprehensive income/
(loss) for the year-(1,482)3,93813,998(637)15,817
Transactions with owners
Issue of ordinary shares
(net of issue costs)
21197----197
Acquisition of non-
controlling interests-(3,496)--3,496-
Shares issued
to employees
21, 22994365-(1,207)-152
Cost during the period for
employee share scheme
22---2,903-2,903
Total transactions with owners1,191(3,131)-1,6963,4963,252
Closing balance as at
30 June 2022278,98337,70032114,664-331,668
OUR FINANCIAL STATEMENTS51
thl INTEGRATED ANNUAL REPORT 2023
Consolidated statement of financial position
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
As at 30 June 2023
Notes
2023
$000’s
2022
$000’s
Assets
Non-current assets
Property, plant and equipment
11659,291311,831
Intangible assets
16190,31555,407
Investment
2023,1935,630
Derivative financial instruments
292,422453
Investment in associates -5,966
Right-of-use assets
12145,01070,766
Total non-current assets1,020,231450,053
Current assets
Cash and cash equivalents76,79438,816
Trade and other receivables
2464,183 33,082
Inventories
15181,92867,290
Assets classified as held for sale-333
Current tax receivables136,254
Derivative financial instruments
29421-
Total current assets323,339145,775
Total assets1,343,570595,828
Equity
Share capital
21503,007278,983
Retained earnings87,84937,700
Cash flow hedge reserve
222,018321
Other reserves
2218,08114,664
Total equity610,955331,668
Notes
2023
$000’s
2022
$000’s
Liabilities
Non-current liabilities
Interest bearing loans and borrowings
23250,71597,298
Derivative financial instruments
29-45
Deferred income tax liability
3436,98716,077
Lease liabilities
12139,22672,721
Total non-current liabilities426,928186,141
Current liabilities
Interest bearing loans and borrowings
23111,225-
Trade and other payables
2562,03331,913
Revenue in advance
2675,98026,046
Employee benefits19,3489,041
Provisions3,495618
Derivative financial instruments
29-15
Current tax liabilities12,903-
Lease liabilities
1220,7039,898
Liabilities classified as held for sale-488
Total current liabilities305,68778,019
Total liabilities732,615264,160
Total equity and liabilities1,343,570595,828
For and on behalf of the Board who authorised the issue of the consolidated financial
statements on 28 August 2023.
C Quinn ONZM R D Hamilton
Chair of the Board Chair of the Audit and Risk Committee
28 August 2023 28 August 2023
OUR FINANCIAL STATEMENTS52
thl INTEGRATED ANNUAL REPORT 2023
Consolidated statement of cash flows
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
For the year ended 30 June 2023
Notes
2023
$000’s
2022
$000’s
Cash flows from operating activities
Receipts f rom customers316,907128,337
Proceeds f rom sale of goods352,441227,289
Proceeds f rom insurance recoveries -133
Interest received53117
Dividend received-807
Payments to suppliers and employees (400,085)(199,077)
Purchase of rental assets(312,082)(164,465)
Interest paid(23,542)(10,471)
Taxation (paid)/received4,403(4,189)
Net cash flows used in operating activities
33(61,427)(21,619)
Cash flows from investing activities
Proceeds f rom sale of property, plant and equipment58,619175
Purchase of property, plant and equipment(7,014)(2,930)
Sale proceeds f rom Togo class B shares-23,145
Purchase of intangibles(5,107)(4,606)
Advance to joint venture(172)-
Net cash received as part of Apollo merger50,602-
Net cash received as part of the step acquisition
of Just go 4,374-
Net cash flows from investing activities101,30215,784
Cash flows from financing activities
Payment for lease liability principal
12(21,938)(9,611)
Proceeds f rom borrowings
23417,74189,057
Repayments of borrowings
23(400,873)(76,158)
Proceeds f rom share issue
21975193
Net cash flows (used in)/from financing activities(4,095)3,481
Net increase/(decrease) in cash and
cash equivalents35,780(2,354)
Opening cash and cash equivalents38,81638,087
Exchange gains/(losses) on cash and cash equivalents2,1983,083
Closing cash and cash equivalents76,79438,816
OUR FINANCIAL STATEMENTS53
thl INTEGRATED ANNUAL REPORT 2023
Index
About this report
Section A - Financial Performance56
1Segment note56
2Revenue59
3Other income, net 61
4Profit/(loss) before tax includes the following specific
expenses61
5Employee benefits expense62
6Finance expenses62
7Income tax62
8Earnings per share63
9Dividends64
10Imputation and f ranking credits 64
Section B - Assets used to generate profit64
11Property, plant and equipment65
12Leases67
13Capital commitments68
14Operating leases68
15Inventories69
16Intangible assets69
Section C - Investments73
17Acquisition of 51% of Just go Motorhomes 74
18Acquisition of Apollo Tourism & Leisure Ltd75
19Subsidiaries77
20Investment77
Section D - Managing funding78
21Share capital78
22Other reserves78
23Interest bearing loans and borrowings79
24Trade and other receivables82
25Trade and other payables82
26Revenue in advance83
27Financial instruments83
Section E - Managing risk85
28Financial risk management85
29Derivative financial instruments89
30Fair value measurement89
Section F - Other90
31Related party transactions90
32Share-based payments92
33Reconciliation of net profit/(loss) after tax with cash
flows f rom operating activities96
34Deferred income tax98
35Changes in accounting policies and disclosures98
36Contingencies98
37Events after the reporting period98
Notes to the consolidated
financial statements
OUR FINANCIAL STATEMENTS54
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
About this report
Basis of preparation
The primary operations of Tourism Holdings Limited (the ‘Company’ or ‘Parent’ or ‘thl’)
and its subsidiaries (together the ‘Group’) are the manufacture, rental and sale of
recreational vehicles (RVs) including motorhomes, campervans and caravans and other
tourism related activities. The Parent is domiciled in New Zealand. The registered office
is Level 1, 83 Beach Road, Auckland 1010, New Zealand. Tourism Holdings Limited is a
company registered under the Companies Act 1993 and is an FMC reporting entity under
Part 7 of the Financial Markets Conduct Act 2013.
The consolidated financial statements (financial statements) of the Group have
been prepared:
• in accordance with Generally Accepted Accounting Practice (GAAP), and comply with
New Zealand. Equivalents to International Financial Reporting Standards (NZ IFRS) and
International Financial Reporting Standards (IFRS), as applicable for a “for profit” entity;
• in accordance with the requirements of Part 7 of the Financial Markets Conduct Act
2013 and the NZX Main Board Listing Rules;
• under the historical cost convention, as modified by the revaluation of certain assets
and liabilities as identified in specific accounting policies; and
• in New Zealand dollars with values rounded to thousands ($000’s) unless
otherwise stated.
These financial statements have been prepared on a going concern basis.
Throughout this document, accounting policies and critical accounting estimates
are identified using the following key:
Key:
= Accounting policy
= Critical accounting estimate
Significant changes in the Group during the year
On 30 November 2022, the merger between thl and Apollo Tourism & Leisure Ltd (ATL/
Apollo) completed with the implementation of the scheme of arrangement. As a result of
the acquisition there are considerable balance sheet movements between 30 June 2023
and 30 June 2022 in particular, property, plant and equipment, intangible assets, right-of-
use assets, financial asset, inventories, lease liabilities, cash and borrowings. Refer to
note 18 for further details. The income statement for the current financial year includes
seven months of Apollo operating activity from December 2022 onwards, which does not
allow for comparability to the prior financial year.
In addition, thl commenced trading on the Australian Securities Exchange (ASX) on
2 December 2022 under the name Tourism Holdings Rentals Limited and ASX ticker
code “thl”.
Summary of significant accounting policies
a) Consolidation
The Group consolidates its subsidiaries, as these are the entities over which the Group
has control. The Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group. They are deconsolidated from the date that
control ceases.
Inter-company transactions, balances and unrealised gains on transactions between
Group companies are eliminated. Unrealised losses are also eliminated but considered an
impairment indicator of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the
Group. Information on the Group’s subsidiaries can be found in note 19.
b) Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured
using the currency of the primary economic environment in which the entity operates
(‘the functional currency’). The financial statements are presented in New Zealand
dollars, rounded to the nearest thousand, which is the Company’s functional and
presentation currency.
Translation into presentation currency
The results and financial position of all the Group entities with foreign operations (none
of which has the currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation currency
as follows:
(i) assets and liabilities for each statement of financial position (‘balance sheet’) presented
are translated at the closing rate at the date of that balance sheet;
(ii) income and expenses for each income statement are translated at the average
monthly exchange rates; and
(iii) all resulting exchange differences are recognised as a separate component of equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the closing rate.
OUR FINANCIAL STATEMENTS55
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
Transactions and balances in the functional currency
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the income statement, except when deferred in equity
as qualifying cash flow hedges.
At the end of each reporting period:
(a) Foreign currency monetary items are translated using the closing rate;
(b) Non-monetary items that are measured in terms of historical cost in a foreign currency
are translated using the exchange rate at the date of the transaction; and
(c) Non-monetary items that are measured at fair value in a foreign currency are translated
using the exchange rates at the date when the fair value was measured.
Section A – Financial performance
In this section
This section explains the financial performance of thl, providing additional information
about individual items in the income statement, including segmental information,
certain expenses and dividend distribution information.
1. Segment note
thl is organised into geographic and service type operating segments. They are made up
of the following business operations:
• New Zealand Rentals - rental of motorhomes and the sale of new and ex-rental fleet
direct to the public and through a dealer network;
• Action Manufacturing - manufacturing and the sale of motorhomes and other
speciality vehicles;
• Tourism Group - Kiwi Experience and the Discover Waitomo Caves Group experiences;
• Australia - rental of motorhomes and 4WD vehicles, manufacture of RVs, the sale
of new and used RVs and ex-rental fleet direct to the public and through a dealer
network and Australian Group Support Services;
• United States Rentals - rental of motorhomes and the sale of new and ex-rental
fleet directly to the public and through a dealer network;
• Canadian Rentals - rental of motorhomes and the sale of new and ex-rental fleet
directly to the public and through a dealer network;
• UK/Europe Rentals - rental of motorhomes and the sale of new and ex-rental fleet
directly to the public and through a dealer network;
• Other - includes Group Support Services in New Zealand, Group elimination entries
and thl digital (the prior period included Just go, with the remaining 51% acquired in
October 2022 and is now included under the UK/Europe segment above).
OUR FINANCIAL STATEMENTS56
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
1. Segment note (continued)
2023
New Zealand
Rentals
$000’s
Action
Manu-
facturing
$000’s
Tourism
Group
$000’s
Australia
$000’s
United
States
Rentals
$000’s
Canadian
Rentals
$000’s
UK/Europe
Rentals
$000’s
Other
$000’s
Total
$000’s
Sales of services 77,029 - 25,069 106,414 78,656 12,066 6,614 1,140 306,988
Sales of goods - external 47,204 47,007 - 132,332 97,741 22,372 10,052 145 356,853
Sales of goods - inter-segment - 71,497 - - - - - (71,497) -
Total revenue 124,233 118,504 25,069 238,746 176,397 34,438 16,666 (70,212) 663,841
Depreciation (13,144) (3,394) (1,470) (22,251) (21,176)(2,959) (2,366) (371) (67,131)
Amortisation (155) (32) (621) (459) (117)(73) - (1,018) (2,475)
Other costs - external (78,806) (39,572) (16,686) (179,996) (141,635)(30,822) (16,157) (1,707) (505,381)
Other costs - inter-segment - (67,208) - - - - - 67,208 -
Operating profit/(loss) before interest and tax 32,128 8,298 6,292 36,040 13,469 584 (1,857) (6,100) 88,854
Interest income - 60 - 408 123 106 (45) (23) 629
Interest expense (682) (752) (61) (6,285) (5,758) (4,346) (1,222) (4,192) (23,298)
Share of profit f rom joint ventures and associates - - - - - - 812 - 812
Profit/(loss) before tax 31,446 7,606 6,231 30,163 7,834 (3,656) (2,312) (10,315) 66,997
Taxation (9,260) (2,130) (1,856) (4,682) (2,042) 1,810 345 676 (17,139)
Profit/(loss) after tax 22,186 5,476 4,375 25,481 5,792 (1,846) (1,967) (9,639) 49,858
Capital expenditure 67,043 4,038 454 62,725 125,315 49,438 17,587 742 327,342
Non-current assets 131,715 26,903 15,659 231,770 267,109 195,430 61,292 90,3531,020,231
Total assets 163,421 80,750 17,538 379,056 305,853 209,668 76,430 110,854 1,343,570
Net funds employed 116,077 43,427 10,300 230,282 217,012 126,647 51,932 100,424 896,101
‘Other’ total assets includes provisional goodwill of $102.1 million from the Apollo acquisition not yet allocated to cash generating units.
OUR FINANCIAL STATEMENTS57
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
2022
New
Zealand
Rentals
$000’s
Action
Manu-
facturing
$000’s
Tourism
Group
$000’s
Australia
$000’s
United
States
Rentals
$000’s
Other
$000’s
Total
$000’s
Sales of services18,356-3,17841,99753,6471,708118,886
Sales of goods -
external73,92526,045-35,91690,89682226,864
Sales of goods - inter-
segment-41,633---(41,633)-
Total revenue92,28167,6783,17877,913144,543(39,843)345,750
Depreciation(12,305)(2,445)(1,489)(13,307)(14,627)(533)(44,706)
Asset impairment-----(678)(678)
Amortisation(14)(4)(705)(27)(111)(989)(1,850)
Other costs - external(88,941)(21,589)(5,225)(58,016)(117,074)(788)(291,633)
Other costs - inter-
segment-(38,730)---38,730-
Operating profit/
(loss) before interest
and tax(8,979)4,910(4,241)6,56312,731(4,101)6,883
Interest income-2-221117
Interest expense(564)(283)(62)(1,683)(3,933)(4,211)(10,736)
Share of profit f rom
joint venture and
associate-----1,1051,105
Profit/(loss)
before tax(9,543)4,629(4,303)4,8828,800(7,196)(2,731)
Taxation2,622(2)352(1,378)(2,649)1,667612
Profit/(loss) after tax(6,921)4,627(3,951)3,5046,151(5,529)(2,119)
Capital expenditure12,4992,32229343,164112,818131171,227
Non-current assets69,51713,62917,198102,150224,23123,328450,053
Total assets96,88545,24818,095133,370279,03423,196595,828
Net funds employed70,99129,67714,80866,067174,02734,580390,150
1. Segment note (continued)
Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision-maker (CODM). The CODM, who is responsible
for allocating resources and assessing performance of the operating segments, has been
identified as the executive management team together with the Board of Directors (the
Board), who make strategic decisions.
Operating profit/(loss) before interest and tax is the main financial measure used by
the CODM to review the Group’s performance.
All revenue is reported to the executive team on a basis consistent with that used in the
income statement. Segment assets and liabilities are measured in the same way as in
the financial statements. These assets and liabilities are allocated based on the operations
of the segment, and the physical location for assets.
Segment assets consist primarily of property, plant and equipment, intangible assets,
right-of-use assets, inventories, receivables and operating cash. The investments and
derivatives designated as hedges of borrowings are allocated to “Other segment’. Net
funds employed is a non-GAAP measure that is not defined in NZ IFRS (this measure has
not been subject to a separate audit or review).
The Board and management believe that non-GAAP financial measures provide useful
information to assist readers in understanding the Group’s financial performance. These
measures should not be viewed in isolation and are intended to supplement the NZ GAAP
measures and therefore may not be comparable to similarly titled amounts reported
by other companies.
2023
$000’s
2022
$000’s
Reconciliation of the Group’s net funds employed
(non-GAAP measure)
Total assets1,343,570 595,828
Less: Cash and cash equivalents(76,794) (38,816)
Less: Total liabilities(732,615) (264,160)
Add: Interest bearing loans and borrowings361,940 97,298
Net funds employed896,101 390,150
OUR FINANCIAL STATEMENTS58
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
2. Revenue
The revenue earned by the Group is derived from the satisfaction of one or more
performance obligations, which are satisfied at a point in time or over a period
of time.
(i) Sales of services
Sales of services comprises rental income and service revenue.
Rental income
Leases in which the Group does not transfer substantially all the risks and rewards
of ownership of an asset are classified as operating leases as a lessor. Rental
income is recognised in the accounting period in which the services are rendered,
by reference to completion of the specific transaction. Where the rental covers a
period of more than one day, revenue is recognised on a straight-line basis based
on the number of days of the booking that have occurred by year-end as a
proportion of the total number of days in the booking. The portion of the revenue
that occurs after year-end is shown as revenue in advance on the statement of
financial position.
Service revenue
Service revenue comprises various performance obligations (rental add-ons such
as accessories and customer liability reduction) in which satisfaction in most cases
occurs evenly over the rental period and is recognised accordingly. The Group
recognises this revenue over time, as the customer simultaneously receives and
consumes the benefits provided by the Group’s performance.
Sales from tourism services are recognised when the service is rendered to the
customer and are recognised in the accounting period in which the performance
obligation is satisfied, being when the customer obtains the benefit from the
service. It relates to the satisfaction of a number of performance obligations at a
point in time; the contract price that is determined for any single performance
obligation is based with reference to the stand-alone price and no significant
financing components exist, as the transaction is settled within 12 months from
the transaction date. There are no costs to obtain or fulfil the contract.
The Group prices its services on a fixed basis and the pricing is fixed and
determinable when the duly executed arrangement is finalised. It has also been
determined that there are no significant financing components as part of the
Group’s sale of services arrangements.
Revenue from these sales is recognised net of the estimated discounts or other
promotions. Accumulated experience is used to estimate and provide for the
discounts, using the expected value method, and revenue is only recognised to
the extent that it is highly probable that a significant reversal will not occur.
(ii) Sales of goods
The Group sells a range of RVs including motorhomes, campervans, caravans,
accessories and other merchandise. Sales are recognised when control of the
goods has transferred, being when the goods are delivered to the customer
and the customer has the ability to direct the use of the goods. It relates to the
satisfaction of a single performance obligation at a point in time; the contract price
is determined and no significant financing components exist as the transaction is
settled within 12 months from the transaction date and there are no costs to
obtain or fulfil the contract.
OUR FINANCIAL STATEMENTS59
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
2. Revenue (continued)
Sales of services
Sales of services includes revenue from rental of motorhomes, Wi-Fi, accessories,
additional services relating to the rental of motorhomes, revenue from RV repairs and
servicing and the sale of tourism experiences (for Kiwi Experience and Waitomo) and
app subscriptions income (thl digital).
2023
$000’s
2022
$000’s
Rental revenue232,85396,701
Service revenue74,13522,185
Total sales of services306,988118,886
The expected minimum lease payments to be received on lease of motorhomes, based on
the booked rentals as of balance date, are as follows:
2023
$000’s
2022
$000’s
Within one year27,1047,116
Within one to two years263
Total27,1307,119
Sales of goods
• Sales of goods includes revenue from the sale of RVs, other specialty vehicles and
other merchandise.
• Cost of goods includes the net book value of ex-rental fleet sold and the purchase
price of new vehicles, trade-ins and retail goods sold.
2023
$000’s
2022
$000’s
Sales of goods356,853226,864
Cost of sales(257,654)(150,785)
Gross profit99,19976,079
OUR FINANCIAL STATEMENTS60
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
3. Other income, net
2023
$000’s
2022
$000’s
Gain on previously held equity instrument *3,510-
Fair value movements on financial assets recognised at fair
value through profit or loss1,638282
Gain on sale of mighway and SHAREaCAMPER-5,381
Gain on loan forgiveness-2,267
Gain on sale of Togo Class B preference share-1,326
Other income3,3391,504
Other income8,48710,760
* $3.5 million relates to the Group’s revaluation of its previously held 49% shareholding in Just go (refer to note 17).
4. Profit/(loss) before tax includes the following specific expenses
Notes
2023
$000’s
2022
$000’s
Transaction costs
(1)
5,7605,108
Depreciation
11, 1267,13144,706
Goodwill impairment
16-678
Amortisation of intangible assets
162,4751,850
Rental and operating lease costs3,6141,558
Raw materials and consumables3,0991,178
Repairs and maintenance including damage repairs32,25921,333
Net foreign exchange (gain)/loss(812)(174)
(1) Transaction costs in relation to the Apollo merger of $5.8 million have been incurred to 30 June 2023 and expensed
through the income statement (2022: $5.1 million).
Fees paid to auditors
PricewaterhouseCoopers New Zealand
Audit and review of financial statements
i
1,093685
Other - audit related -16
Agreed upon procedures
ii
329
Fees paid 1,125710
BDO Audit Pty Ltd and network firms
iii
Audit and review of financial statements454-
Other – tax compliance 5-
Agreed upon procedures 44-
Fees paid 503-
Hillier Hopkins LLP
iv
Audit and review of financial statements38-
Total fees paid1,666710
Notes on fees paid to auditor:
i. The fee includes fees for the annual audit of the consolidated financial statements and review of the interim financial
statements of thl.
ii. Agreed upon procedures in 2023 are in relation to financial information of Tourism Holdings USA, Inc. for the purpose of
reporting to one of the Group’s financiers and the compliance with banking covenants. Agreed upon procedures in 2022
are in relation to the interim financial statements.
iii. The fees incurred for BDO Audit Pty Ltd and its network firms are for the audit and review of the Group’s Apollo
controlled entities in Australia, New Zealand and Canada. Agreed upon procedures in 2023 are in relation to the
acquisition opening balance review of the Apollo values at 30 November 2022.
iv. The fees incurred for Hillier Hopkins LLP are for the audit and review of the Group’s controlled entities in UK/Europe.
OUR FINANCIAL STATEMENTS61
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
5. Employee benefits expense
Employee entitlements to salaries and wages and annual leave to be settled within
12 months of the reporting date represent present obligations resulting from
employees’ services provided up to the reporting date. These are calculated at
undiscounted amounts based on remuneration rates that the Group expects to pay.
2023
$000’s
2022
$000’s
Wages and salaries*120,10966,361
Share-based payment costs1,2263,038
Other employee benefits4,1232,289
Total employee remuneration125,45871,688
* In the current year, training subsidies of $0.8 million was received from the Australian Government for engaging staff who
enrol and complete an apprenticeship. The prior year includes net benefits of $3.8 million received and passed onto
employees in relation to NZ COVID-19 Wage Subsidy, Resurgence Support and Leave Support Scheme. Subsidies received
are netted off against wages and salaries.
6. Finance expenses
2023
$000’s
2022
$000’s
Interest on bank borrowings16,9497,055
Interest on lease liabilities (finance leases)6,3493,681
Total finance expenses23,29810,736
7. Income tax
The Group is subject to income taxes in multiple jurisdictions. Significant
judgement is required in determining the worldwide provision for income taxes.
There are many transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business. The Group
recognises liabilities for anticipated tax audit issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such differences will
impact the income tax and deferred tax provisions in the period in which such
determination is made.
Current and deferred income tax
Income tax expenses comprises current tax and deferred tax.
Current tax is the amount of income tax payable based on the taxable profit for the
current year, plus any adjustments to income tax payable in respect of prior years.
Current tax is calculated using rates that have been enacted or substantially
enacted by balance date.
Deferred tax is the amount of income tax payable or recoverable in future periods
in respect of temporary differences and unused tax losses. Temporary differences
are differences between the carrying amount of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of
taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary
differences. Deferred tax assets are recognised to the extent that it is probable
that taxable profits will be available, against which the deductible temporary
differences or tax losses can be utilised.
Deferred tax is not recognised if the temporary difference arises from the initial
recognition of goodwill or from the initial recognition of an asset and liability in a
transaction that is not a business combination and, at the time of the transaction,
affects neither accounting profit nor taxable profit.
Deferred tax is recognised on taxable temporary differences arising on
investments in subsidiaries and associates, except where the company can control
the reversal of the temporary difference and it is probable that the temporary
difference will not be reversed in the foreseeable future.
OUR FINANCIAL STATEMENTS62
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
8. Earnings per share
20232022
Profit/(loss) attributable to the equity holders of the Parent
($000’s)49,858(1,482)
Weighted average number of ordinary shares on issue (000’s)189,009151,989
Basic earnings/(loss) per share (in cents)26.4(1.0)
Diluted
Diluted earnings(loss) per share is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all dilutive potential ordinary
shares arising from the employee share scheme (refer to note 32).
20232022
Weighted average number of ordinary shares on issue (000’s)189,009151,989
Dilutive redeemable shares and options if exercised (000’s)1,808753
Total shares (000’s)190,817152,742
Diluted earnings/(loss) per share (in cents)26.1(1.0)
7. Income tax (continued)
Deferred tax is calculated at the tax rates that are expected to apply in the period
when the liability is settled or the asset is realised, using tax rates that have been
enacted or substantially enacted by balance date.
Current tax and deferred tax are charged or credited to the income statement,
except when it relates to items charged or credited directly to equity, in which case
the tax is classified within equity.
Notes
2023
$000’s
2022
$000’s
Current tax15,182(4,885)
Deferred tax
341,9574,273
Income tax expense/(benefit)17,139(612)
The Group shall offset current tax assets and current tax liabilities if, and only if, the Group
has a legal enforceable right to set off the recognised amounts, and intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously.
The tax on the profit/(loss) before tax differs from the theoretical amount that would arise
using the weighted average tax rate applicable to profits of the consolidated companies
as follows:
2023
$000’s
2022
$000’s
Profit/(loss) before tax66,997(2,731)
Tax calculated at domestic rates applicable to
(losses)/profits in the respective countries18,947(680)
Prior year adjustment(775)(876)
Non-assessable income
(1)
(2,454)(3,810)
Expenses not deductible for tax purposes1,6555,264
Recognised deferred tax - Employee share scheme(234)(396)
Adjustment for US tax losses carried back
(2)
-(114)
Income tax expense/(benefit)17,139(612)
1
The non-assessable income includes income from the Group’s equity investment in Just go to 30 September 2022 and fair
value gain from acquiring the remaining 51% shareholding in Just go (note 17).
2
The adjustments for US tax losses carried back has been fully utilised in the current and prior years.
The weighted average effective tax rate was 26% (2022: 22%).
OUR FINANCIAL STATEMENTS63
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
9. Dividends
There were no dividends paid for the years ended 30 June 2023 and 2022.
Dividend distributions to the Company’s shareholders are recognised as a liability
in the Group’s financial statements in the period in which the dividends are
approved by the Board (refer note 37 for further details).
10. Imputation and f ranking credits
2023
$000’s
2022
$000’s
Imputation credits available for use
in subsequent reporting periods
Imputation credit account (New Zealand)14,6824,463
Franking credit account (Australia) (A$)7,903-
The above amounts represent the balance of the imputation and franking credit account
as at the year-end adjusted for:
• Imputation credits that will arise from the payment of the amount of the provision for
income tax;
• Imputation debits that will arise from the payment of dividends recognised as a liability
at the reporting date; and
• Imputation credits that will arise from the receipt of dividends recognised as
receivables at the reporting date.
Section B - Assets used to generate profit
In this section
This section describes the assets thl uses in the business to generate profit, including:
• Property, plant and equipment
The most significant component is the motorhome fleet. Premises, in general, are
leased, however significant buildings are the Waitomo Caves Visitor Centre and the
Waitomo Caves Homestead.
• Leased assets
The most significant leased assets relate to premises in New Zealand, Australia,
Canada, United Kingdom and the United States.
• Inventory
The most significant inventory items are vehicles held for sale including ex-rental
motorhome fleet assets and new or trade-in motorhomes, campervans, and caravans.
Other inventory items include spare parts, living equipment used inside rental
motorhomes, and retail shop stock.
• Intangible assets
Intangible assets include:
– goodwill arising from the purchase of the Road Bear RV, El Monte RV, Just go
Motorhomes and Apollo businesses;
– the cost of the Waitomo Caves leases;
– software;
– supplier relationships;
– brands; and
– trademarks, leases and licenses.
OUR FINANCIAL STATEMENTS64
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
11. Property, plant and equipment
Property, plant and equipment is made up of the following assets:
• Motorhomes - this comprises the rental fleet of the New Zealand, Australian, Canadian,
United States and UK/Europe rentals businesses. Motorhomes that are held for sale
are reclassified from property, plant and equipment to inventory (as shown in the
table below);
• Motor vehicles - this comprises vehicles owned by the business, including shuttles
and company cars;
• Land and buildings - this comprises owned land and buildings in Waitomo;
• Other plant and equipment - this comprises office equipment, furniture, and other
plant used to operate the business; and
• Capital work in progress - this represents capital purchases and projects that are not
yet in service. The most significant work in progress relates to the motorhome fleet
built for the next season.
Land and buildings are shown at historical cost, less subsequent accumulated
depreciation for buildings. Land is not depreciated. All other property, plant and
equipment are stated at historical cost less accumulated depreciation. Historical
cost includes expenditure that is directly attributable to the acquisition of
the items.
Subsequent costs are included in the asset’s carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. All other repairs and maintenance are charged to the
income statement during the period in which they are incurred.
The Group estimates the residual values of the fleet in order to depreciate
motorhome assets using the straight-line method. This estimate of the useful life
and the residual value of the vehicle is based on when it is expected to be taken
out of the rental fleet. The residual value is influenced by its condition, the mileage
on the motorhome and the consumer demand within the relevant resale market.
The Group also considers the market conditions and the impact any changes could
have on the estimates as part of the overall fleet management programme. The
Group completes an annual review of the appropriateness of the residual values
and useful lives that have been used by reviewing the gains/losses made on
recent sales and forecasts of similar motorhomes. The estimated useful lives of
motorhomes on the rental fleet are 1 - 7 years. The annual depreciation rates as a
percentage of the original costs of between 2% and 15% for the life of motorhomes.
If the depreciation rate increases/(decreases) by 1% for motorhomes, the
depreciation expense will increase/(decrease) by approximately $5.0 million
for the year (2022: $3.0 million).
Depreciation on other assets is calculated using the straight-line method to
allocate their cost amounts to their residual values over their estimated useful lives
as follows:
Buildings 8 - 50 years
Leasehold improvements term of the lease
Motor vehicles (non-fleet) 3 - 14 years
Other plant & equipment 2 - 40 years
The assets’ useful lives are reviewed, and adjusted if appropriate, at each balance
date. An asset’s carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the
carrying amount. These are included in the income statement.
OUR FINANCIAL STATEMENTS65
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
Motorhomes
$000’s
Motor
vehicles
$000’s
Land and
buildings
$000’s
Other
plant and
equipment
$000’s
Capital
work in
progress
$000’s
Total
$000’s
Year ended 30 June 2023
At 1 July 2022301,52076411,1066,97120,848341,209
Additions and transfers f rom
work in progress (net)299,9196201,461 4,933 20,409 327,342
Disposals(3,391)(86)(58)(99)(3,986)(7,620)
Reclassification of
motorhomes to inventories(119,751)----(119,751)
Additions f rom business
combinations 165,460 652,2438,294- 176,062
Transfer f rom right-of-use
assets* 12,245 - - - - 12,245
Exchange differences12,5357408185-13,135
Depreciation charges(44,821)(248)(1,851)(2,947)-(49,867)
Closing net book amount623,7161,12213,30917,33737,271692,755
As at 30 June 2023
Cost727,9743,05633,89658,85237,271861,049
Accumulated depreciation(104,258)(1,934)(20,587)(41,515)-(168,294)
Net book amount623,7161,12213,30917,33737,271692,755
Less reclassification of
motorhomes to inventories
at balance date
Cost51,165----51,165
Accumulated depreciation(17,701)----(17,701)
Net book amount reclassified33,464----33,464
Closing net book amount
post reclassification590,2521,12213,30917,33737,271659,291
* This transfer relates to Apollo vehicles purchased under a hire purchase agreement, previously accounted for under NZ
IFRS 16 and recognised as a right-of-use asset.
Motorhomes
$000’s
Motor
vehicles
$000’s
Land and
buildings
$000’s
Other
plant and
equipment
$000’s
Capital
work in
progress
$000’s
Total
$000’s
Year ended 30 June 2022
At 1 July 2021274,05286512,3937,10314,619309,032
Additions and transfers f rom
work in progress (net)161,3801573531,9436,734170,567
Disposals(2,489)(49)(72)(274)(283)(3,167)
Reclassification of
motorhomes to inventories(118,374)----(118,374)
Additions f rom business
combinations (223)---(222)(445)
Exchange differences18,102914975-18,335
Depreciation charges(30,928)(218)(1,717)(1,876)-(34,739)
Closing net book amount301,52076411,1066,97120,848341,209
As at 30 June 2022
Cost369,5562,39728,98331,57120,848453,355
Accumulated depreciation(68,036)(1,633)(17,877)(24,600)-(112,146)
Net book amount301,52076411,1066,97120,848341,209
Less reclassification of
motorhomes to inventories at
balance date
Cost43,390----43,390
Accumulated depreciation(14,012)----(14,012)
Net book amount reclassified29,378----29,378
Closing net book amount
post reclassification272,14276411,1066,97120,848311,831
11. Property, plant and equipment (continued)
OUR FINANCIAL STATEMENTS66
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
12. Leases
The Group’s leasing activities
The Group predominantly leases its premises in New Zealand, Australia, Canada, United
Kingdom and the United States under operating lease agreements. Lease agreements
may contain both lease and non-lease components. The Group allocates the consideration
in the agreement to the lease and non-lease components based on their relative stand-
alone prices. However, for leases of real estate for which the Group is a lessee, the Group
has elected not to separate lease and non-lease components and instead accounts for
these as a single lease component.
Lease terms are negotiated on an individual basis and contain a wide range of different
terms, escalation clauses and renewal rights. The lease agreements do not impose any
covenants other than the security interests in the leased assets that are held by the lessor.
Leased assets may not be used as security for borrowing purposes.
Lease liabilities have been measured at the present value of the lease payments,
discounted using a discount rate derived from the incremental borrowing rate for each
relevant jurisdiction when the interest rate implicit in the lease was not readily available.
Incremental borrowing rates applied to lease liabilities range between 2.5% - 9.1% (2022:
3.9% - 6.5%). The Group is exposed to potential future increases in variable lease payments
based on the change of an index or rate, which are not included in the lease liability until
they take effect. When adjustments to lease payments based on an index or rate take
effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability
• any lease payments made at or before the commencement date less any lease
incentives received
• any initial direct costs, and
• restoration costs.
The right-of-use asset is depreciated over the shorter of the asset’s useful life and the
expected lease term on a straight-line basis. The Board considered whether there were
any indicators of impairment of the Group’s right-of-use assets by assessing any potential
impact of onerous leases to the recognised asset. The Board is of the view that there is no
impairment to the right-of-use assets.
Short-term and low-value leases
Payments associated with short-term leases and leases of low-value assets are recognised
on a straight-line basis as an expense in the income statement. Short-term leases are
leases with a lease term of 12 months or less and predominantly relate to property leases
and computer equipment.
Extension and termination options are included in a number of property leases across the
Group. In determining the lease term, management considers all facts and circumstances
that create an economic incentive to exercise an extension option, or not exercise a
termination option. Extension options (or periods after termination options) are only
included in the lease term if the lease is reasonably certain to be extended (or not
terminated). The assessment of the lease term is reviewed if a significant event or a
significant change in circumstances occurs which affects this assessment and that is
within the control of the Group. The extension options are only exercisable by the Group
and not by the lessor. Where an extension is reasonably certain of being exercised, that
extension period and related costs are recognised on the statement of financial position.
To determine the incremental borrowing rate, the Group uses a build-up approach that
starts with a risk-free interest rate adjusted for credit risk for leases held by the Group and
makes adjustments specific to the lease, e.g. term, country, currency and security.
OUR FINANCIAL STATEMENTS67
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
12. Leases (continued)
Right-of-use assets have the following additions and modifications:
30 June 2023
$000’s
Vehicles and
equipment
30 June 2023
$000’s
Buildings
30 June 2023
$000’s
Total
Opening net book value at 1 July - 70,766 70,766
Additions f rom business combination 12,325 34,377 46,702
Additions 12 48,72148,733
Transfer to motorhome property, plant
and equipment (12,245) - (12,245)
Modifications - 7,2017,201
Exchange differences 7 1,110 1,117
Depreciation charges (16) (17,248) (17,264)
Closing net book value at 30 June 83 144,927 145,010
Cost 136 190,429 190,565
Accumulated depreciation (53) (45,502) (45,555)
Closing net book value at 30 June 83 144,927 145,010
30 June 2022
$000’s
Vehicles and
equipment
30 June 2022
$000’s
Buildings
30 June 2022
$000’s
Total
Opening net book value at 1 July- 62,339 62,339
Additions- 10,823 10,823
Modifications- 3,362 3,362
Terminations- (384) (384)
Exchange differences- 4,593 4,593
Depreciation charges- (9,967) (9,967)
Closing net book value at 30 June- 70,766 70,766
Cost- 98,920 98,920
Accumulated depreciation- (28,154) (28,154)
Closing net book value at 30 June- 70,766 70,766
Consolidated income statement and cash flow
2023
$000’s
2022
$000’s
Interest paid on leases (operating activities)*6,6703,681
Payments for lease liability principal (financing activities)21,9389,611
Total cash outflows from lease liabilities28,60813,292
* Interest paid on leases in the statement of cash flows comprises interest charged to the profit or loss of $6.4 million
(2022: $3.7 million) and $0.3 million (2022: nil) capitalised to the cost of motor vehicle manufacture.
13. Capital commitments
Capital commitments relate to the build of the Group’s fleet for the following year.
Purchase orders placed for capital expenditure at balance date but not yet incurred
are as follows:
2023
$000’s
2022
$000’s
Property, plant and equipment153,436109,059
14. Operating leases
Where a significant portion of the risk and rewards of ownership are retained by
the lessor, leases have been classified as operating leases. Payments made under
operating leases (net of any incentives received from the lessor) are charged to the
income statement on a straight-line basis over the period of the lease. The Group
has recognised these leases as operating leases on the basis of short-term and
low-value leases.
The future aggregate minimum lease payments under non-cancellable operating leases
are as follows:
2023
$000’s
2022
$000’s
Within one year2,307631
OUR FINANCIAL STATEMENTS68
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
15. Inventories
Inventories are made up of the following categories:
• Raw materials and work in progress - this comprises parts, factory, labour and
workshop stock;
• Vehicles held for sale - this mainly comprises new and ex-rental motorhome fleet,
which are now on the sale yard and goods in transit;
• Finished goods - this comprises living equipment to be used in motorhomes and
retail shop stock; and
• Inventory provision - a provision is created to allow for the value of inventory which
is obsolete or to recognise the net realisable value when it is lower than cost.
Inventories are stated at the lower of cost and net realisable value. Cost is
determined using the first-in, first-out (FIFO) method. The cost of finished goods
and work in progress comprises design costs, raw materials, direct labour, other
direct costs and related production overheads (based on normal operating
capacity). It excludes borrowing costs. Net realisable value is the estimated selling
price in the ordinary course of business, less applicable variable selling expenses.
Ex-rental motorhomes held for sale at balance date have been reclassified
as inventory.
2023
$000’s
2022
$000’s
Raw materials and work in progress51,27022,921
Vehicles held for sale120,40838,851
Finished goods12,1776,181
Provision for obsolescence(1,927)(663)
181,92867,290
16. Intangible assets
Intangible assets of the Group comprise:
• Brands - the brand value acquired relates to the Road Bear RV brand of the United
States rentals business, the Just go Motorhome brand in the UK and a provisional value
for a number of rental and retail brands as part of the Apollo business combination.
• Supplier relationships - the provisional value acquired relates to the Apollo business
combination with exclusive arrangements to manufacture and distribute Winnebago
RVs and import and distribute Adria RVs in Australia; and
• Goodwill - this relates to the Road Bear and El Monte RV and Just go business
combinations and a provisional value for the Apollo business combination;
• Trademarks, leases and licences - thl has a licence to operate the Waitomo Glowworm
Caves until 2027, and licences to operate other caves in the Waitomo region, with
licence terms expiring in 2032, 2033 and 2039; and
• Other intangibles - this relates to acquired software licences and software
development costs.
Brands
The Road Bear RV brand acquired in the United States rentals business
combination was valued using the relief from royalty method and recognised at
fair value at the acquisition date.
The Just go Motorhomes brand acquired in the UK rentals business combination
was valued using the relief from royalty method and recognised at fair value at the
acquisition date (refer to note 17 for further detail).
A number of rental and retail brands were acquired as part of the Apollo
business combination and were valued using the relief from royalty method
and recognised at provisional fair value at the acquisition date (refer to note 18 for
further detail). The rental brand is Apollo. Retail brands include Windsor and
Coromal, which are produced by the Australian manufacturing facility and sold
through the dealership network across Australia. The dealership network includes
Apollo RV, Sydney RV Group, Kratzmann Caravans and Motorhomes and George
Day Caravans and Motorhomes.
Brand values are included in the net assets of the cash-generating unit (CGU).
Brands are deemed to have an indefinite life as the Group has determined that
there is no foreseeable limit to the period over which the brand is expected to
generate net cash inflows for the entity. Brands are tested annually for impairment
and are carried at cost less any accumulated impairment losses. Brands are
reviewed periodically to assess whether events and circumstances still justify the
assessment of an indefinite useful life.
OUR FINANCIAL STATEMENTS69
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
16. Intangible assets (continued)
Supplier relationships
These relate to Winnebago and Adria with exclusive arrangements to manufacture
and distribute Winnebago RVs and import and distribute Adria RVs in Australia.
Provisional supplier agreement values are included in the net assets of the CGU
and determined using the “with and without” valuation approach which estimates
the fair value of an asset by comparing cash flows of the business ‘with’ the asset
to the hypothetical cash flows of the business ‘without’ the asset.
Supplier relationships are included in the net assets of the cash-generating unit
(CGU). Supplier relationships are deemed to have an indefinite life as the Group
has determined that there is no foreseeable limit to the period over which the
supplier relationship is expected to generate net cash inflows for the entity.
Supplier relationships are tested annually for impairment and are carried at
cost less any accumulated impairment losses.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value
of the Group’s share of the net identifiable assets of the acquired subsidiary at
the date of acquisition. Separately recognised goodwill is tested annually for
impairment and carried at cost less accumulated impairment losses. Impairment
losses on goodwill are not reversed. Gains and losses on the disposal of an entity
include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units or groups of
cash-generating units that are expected to benefit from the business combination
in which the goodwill arose. The units or groups of units are identified at the
lowest level at which goodwill is monitored for internal management purposes.
Trademarks, leases and licences
Trademarks, leases and licences are shown at historical cost of acquisition by
the Group less amortisation.
Amortisation of trademarks, leases and licences are calculated using the straight-
line method over the life of the underlying assets. These costs are amortised over
their estimated useful lives (21-49 years).
Other intangibles
Acquired computer software licences are capitalised on the basis of the costs
incurred to acquire and bring to use the specific software. These costs are
amortised over their estimated useful lives (3-15 years).
Costs associated with maintaining computer software programmes are
recognised as an expense, as incurred. Costs that are directly associated with the
production of identifiable and unique software products controlled by the Group,
and that will probably generate economic benefits exceeding costs beyond one
year, are recognised as intangible assets. Direct costs include the software
development employee costs and an appropriate portion of relevant overheads.
Computer software development and application costs are recognised as assets
and are amortised over their estimated useful lives (three to five years), only if such
costs create an intangible asset that the Group controls and the intangible asset
meets the recognition criteria. Costs that are not capitalised as computer software
are expensed as incurred unless the costs meet the requirement to be recognised
as an asset controlled by the Group in accordance with IFRIC agenda decision on
Software-as-a-Service. In this case, the costs paid upfront are recorded as a
prepayment for services and amortised over the expected terms of the cloud
computing agreement.
Brand
$000’s
Goodwill
$000’s
Trademarks,
leases and
licences
$000’s
Supplier
relationships
$000’s
Other
intangibles
$000’s
Total
$000’s
Year ended 30 June 2023
At 1 July 202290834,23011,863-8,40655,407
Exchange differences(340)1,705-(104)641,325
Additions-2,475--5,1077,582
Additions f rom business
combinations6,965113,244-7,2281,039128,476
Amortisation charges--(616)-(1,859)(2,475)
Closing net book
amount7,533151,65411,2477,12412,757190,315
As at 30 June 2023
Cost7,533197,95229,2937,12429,955271,857
Accumulated
amortisation and
impairment-(46,298)(18,046)-(17,198)(81,542)
Net book amount7,533151,65411,2477,12412,757190,315
OUR FINANCIAL STATEMENTS70
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
16. Intangible assets (continued)
Brand
$000’s
Goodwill
$000’s
Trademarks,
leases and
licences
$000’s
Other
intangibles
$000’s
Total
$000’s
Year ended 30 June 2022
At 1 July 202180531,19613,8595,26151,121
Exchange differences1033,869-43,976
Additions---4,6064,606
Goodwill impairment-(678)--(678)
Disposals-(157)(1,341)(270)(1,768)
Amortisation charges--(655)(1,195)(1,850)
Closing net book amount90834,23011,8638,40655,407
As at 30 June 2022
Cost90880,52829,29323,741134,470
Accumulated amortisation and
impairment-(46,298)(17,430)(15,335)(79,063)
Net book amount90834,23011,8638,40655,407
Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are
tested annually for impairment. The Group tests whether goodwill and brands
have suffered any impairment on an annual basis in accordance with the
accounting policy.
Assets that are subject to amortisation or depreciation are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs of disposal
and value in use. For the purpose of assessing impairment, assets are grouped at
the lowest levels for which there are separately identifiable cash flows (cash-
generating units). The Group has estimated the recoverable amount of its CGUs
on a value in use basis and determined that there is no impairment.
The table below details the cash-generating units that goodwill, brands and
supplier relationships are attributable to, except where amounts are provisional
and yet to be allocated:
Group’s CGUs
2023
$000’s
2022
$000’s
Goodwill
United States Rentals35,00034,230
UK/Europe Rentals acquired through the Just go
business combination12,055-
Provisional goodwill acquired through the Apollo
business combination102,124-
Goodwill acquired through Transcold acquisition*2,475-
Brands
United States Rentals929908
UK/Europe Rentals acquired through the Just go
business combination419-
Provisional brand value acquired through the Apollo
business combination6,185-
Supplier relationships
Provisional value of supplier relationships acquired through
the Apollo business combination7,124-
Total intangible assets166,31135,138
* On the 1st June 2023, Action Manufacturing purchased Transcold Group Limited for $5.4 million and recognised associated
goodwill of $2.5 million. Transcold is a market leader in New Zealand’s transport refrigeration industry, providing quality
solutions for Trucks and Trailers and container parts. The business operates in Auckland and Christchurch and has an
extensive service network throughout New Zealand.
The results of impairment testing confirmed that no impairment of intangible assets with
indefinite useful lives (i.e. goodwill and brands) in the United States Rentals and UK/
Europe Rentals cash generating units (CGU) was required at 30 June 2023 for the Group.
As the goodwill and intangible asset allocation following the merger with Apollo is
provisional at 30 June 2023 and there were no indicators of impairment identified, no
further impairment testing was required.
The recoverable amount of the United States and UK/Europe Rentals CGUs have been
determined using value in use calculations. These calculations use cash flow projections
based on management prepared forecasts covering a five-year period plus a terminal
value calculation. These annual free cash flows are then discounted by a country specific
post-tax discount rate to arrive at a recoverable amount (or enterprise value) of the CGU
which is compared to the carrying book value. The Group has engaged an external party
to undertake the discount rate calculation during the year based on the current market
inputs. The Group has adopted these rates in the value in use calculations.
OUR FINANCIAL STATEMENTS71
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
A sensitivity test of a 1.00% increase in the discount rate, or a 5.00% decrease in yields
for the United States Rentals CGU on a standalone basis would result in impairment. The
United States business has over the long term provided some of the best returns within
the Group and operates in the largest RV market in the world. It continues to perform
profitably and is expected to do so in the future.
No impairment of the United States Rentals CGU was recognised during the financial year,
however, a change in any of the key assumptions noted below would result in a break-
even position with no remaining headroom.
Key AssumptionSensitivity to Breakeven
Discount rateAn increase of 0.66%
Terminal growth rateA decrease of 0.82%
YieldA decrease of 1.68%
Vehicle sales marginA decrease of 3.95%
16. Intangible assets (continued)
The CGU value in use models used by thl to generate the cash flow projections
incorporate the expected growth rates from markets the businesses operate in.
Capital expenditure and disposal proceeds are projected forward based on current
build or purchase costs, realisable sale values and expected fleet rotation by vehicle
type (for the rentals operations).
The following table shows the sensitivity analysis for the value in use calculations of the
Group’s United States and UK/Europe Rentals CGUs:
CGUKey assumptionsChange in key
assumption
Reduction in
recoverable
amount ($M)
Increase in
recoverable
amount ($M)
Would the
indicated
sensitivity result
in impairment
United States
Rentals
Discount rate: 11.30%
(2022: 8.53%)
Discount rate (+/-
1.00%)
1823Yes
Terminal growth rate:
2.50% (2022: 1.25%)
Terminal growth
rate (+/- 0.5%)
89No
Yield (+/- 5.00%)3434Yes
Vehicle sales
margin
(+/- 2.00%)
66No
UK/Europe
Rentals
Discount rate: 11.80%
(2022: N/A*)
Discount rate
(+/- 1.00%)
67No
Terminal growth rate:
2.50% (2022: N/A*)
Terminal growth
rate (+/- 0.5%)
23No
Yield (+/- 5.00%)99No
Vehicle sales
margin
(+/- 2.00%)
44No
* Comparative information is not relevant for UK/Europe Rentals CGU (which includes Just go) as this CGU only materialised
in FY23 as a result of the Group’s step acquisition of Just go (note 17).
OUR FINANCIAL STATEMENTS72
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
Section C – Investments
In this section
thl’s investments comprise subsidiaries, associates and other investments. This section
explains the investments held by thl, providing additional information, including:
a) Accounting policies, judgements and estimates that are relevant for measuring
the investments; and
b) Details of business combinations in the period.
During the year:
• thl acquired the remaining 51% interest in Just go, a motorhome rental operation in the
United Kingdom, previously an associate entity became a 100% owned subsidiary in
October 2022;
• thl acquired a 100% interest in Apollo Tourism & Leisure Ltd and its subsidiaries,
through an through an Australian Scheme of Arrangement from 30 November 2022;
• There was an increase to a 14.1% shareholding in Camplify Holdings Limited.
Business combination
The acquisition method of accounting is used to account for all business
combinations, regardless of whether equity instruments or other assets are
acquired. The consideration transferred for the acquisition of a subsidiary
comprises the:
• fair values of the assets transferred
• liabilities incurred to the former owners of the acquired business
• equity interests issued by the Group
• fair value of any asset or liability resulting from a contingent consideration
arrangement, and
• fair value of any pre-existing equity interest in the acquiree.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values at the acquisition
date. The Group recognises any non-controlling interest in the acquired entity on
an acquisition-by-acquisition basis either at fair value or at the non-controlling
interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred, amount of any non-controlling interest
in the acquired entity, and acquisition-date fair value of any previous equity
interest in the acquired entity over the fair value of the net identifiable assets
acquired is recorded as goodwill. If those amounts are less than the fair value of
the net identifiable assets of the business acquired, the difference is recognised
directly in the income statement as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts
payable in the future are discounted to their present value as at the date of
exchange. The discount rate used is the entity’s incremental borrowing rate, being
the rate at which a similar borrowing could be obtained from an independent
financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability.
Amounts classified as a financial liability are subsequently remeasured to fair value
with changes in fair value recognised in the income statement.
OUR FINANCIAL STATEMENTS73
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
17. Acquisition of 51% of Just go Motorhomes
As at 30 June 2022, the Group had a 49% interest in THL UK and Ireland Limited (trading as
Just go), a motorhome rental operation in the United Kingdom, which the Group
accounted for under the equity method of accounting.
On 4 October 2022, thl purchased the remaining 51% shareholding in Just go from its joint
venture partners, resulting in Just go becoming a wholly owned subsidiary of the Group.
At this time thl ceased equity accounting and consolidated the subsidiary in the Group’s
financial statements from that date.
The following table summarises the equity accounted investments in Just go up to the
date of the acquisition, 4 October 2022:
4 Oct 2022
unaudited $000’s
30 Jun 2022
audited $000’s
Investment in Just go, beginning balance5,9664,936
Share of profits recognised against the investment balance
during the period8121,105
FX gain/(loss)2(75)
Investment in Just go closing balance6,7805,966
The assets acquired from Just go constitute a “business” under NZ IFRS 3 Business
Combinations (“NZ IFRS 3“).
The parties agreed to a purchase price of GBP 5,355,000 (NZD $10.7 million), which was
satisfied through a cash payment of GBP 1,350,000 (NZD $2.7 million) and the issue of
2,941,857 new ordinary shares in thl. thl’s closing share price on 3 October 2022 was $2.73
with the fair value of the shares issued being NZ $8.0 million.
The fair value of the consideration paid for the remaining 51% shareholding is as follows:
$000’s
Ordinary shares issued 8,031
Paid in cash 2,680
Total consideration10,711
Total consideration transferred for the remaining 51% equity interest in Just go:
$10.7 million.
The contribution of Just go for 9 months to the Group results for the period ended 30 June
2023 was revenue of $11.4 million and operating loss before interest and tax of $1.8 million.
If the acquisition had occurred at the beginning of the financial year, the contribution to
revenue and operating profit before interest and tax for the period is estimated at $18.8
million and $0.3 million respectively.
NZ IFRS 3 also requires the acquirer to re-measure its previously held equity interest in the
acquiree at its acquisition date fair value. Just go is not publicly traded so the fair value of
the previously held equity interest was derived by reference to the consideration
transferred for the remaining 51%, which is $10.7 million. As a result, a fair value gain of
$3.5 million has been recognised in the income statement in relation to the previously
held 49% equity interest.
The total consideration is $21.0 million being the implied fair value for 100% of Just go:
$000’s
Fair value of the 49%10,290
Fair value of the 51%10,711
Total fair value of the consideration21,001
OUR FINANCIAL STATEMENTS74
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
17. Acquisition of 51% of Just go Motorhomes (continued)
The following table summarises the amounts determined for the purchase consideration
and the fair value of assets acquired and liabilities assumed:
Fair value
$000’s
Acquisition date fair value of assets acquired and liabilities recognised
Cash and cash equivalents7,054
Trade and other receivables828
Inventories1,305
Property, plant and equipment17,961
Right-of-use assets2,085
Intangible assets - brand393
Total assets29,626
Trade and other payables1,457
Deferred income tax liability2,277
Revenue in advance516
Lease liabilities2,085
Interest bearing loans and borrowings13,697
Total liabilities20,032
Total identifiable net assets acquired9,594
Goodwill on acquisition11,407
Net assets acquired21,001
The goodwill of $11.4 million arising from the acquisition is attributable to expected
synergies within the wider global Group and its strategic position in the United Kingdom
and Europe.
18. Acquisition of Apollo Tourism & Leisure Ltd
On 10 December 2021, the Company announced that it had entered into a conditional
Scheme Implementation Deed with Apollo Tourism & Leisure Ltd (Apollo, ATL) to merge
through an Australian Scheme of Arrangement. Under the Scheme thl would acquire all
outstanding shares in ATL. The scheme was conditional upon thl receiving approval to list
on the Australian Securities Exchange (ASX) and subject to approval of ATL shareholders
and finalisation of appropriate funding arrangements for the merged entity. In addition,
there were various court and regulatory approvals in Australia and New Zealand, including
competition regulatory clearance and other conditions specified.
Following the satisfaction of all conditions, the Group acquired ATL on the 30 November
2022 with the implementation of the Scheme of Arrangement. ATL shareholders were
issued one thl share for every 3.210987 ATL shares held resulting in 57,693,364 shares
being issued.
thl’s closing share price on 30 November 2022 of $3.69 was used to calculate the
acquisition consideration of $213.9 million as per the requirements under NZ IFRS 3. The
consideration value is comprised of the fair value of the new shares issued and the fair
value of 898,150 ATL shares that were previously held by thl.
The contribution of Apollo for seven months to the Group results for the period ended 30
June 2023 was revenue of $187.6 million and operating profit before interest and tax of
$24.4 million. If the acquisition had occurred at the beginning of the financial year, the
contribution to revenue and operating profit before interest and tax for the period is
estimated at $392.6 million and $66.5 million respectively.
The fair value of assets and liabilities from the acquisition is shown in the table below.
The intangible assets, deferred tax and goodwill remains provisional. While considerable
progress has been made, further detailed analysis is required to finalise the fair value of
these assets, which will be completed within 12 months from acquisition as permitted
under NZ IFRS 3.
OUR FINANCIAL STATEMENTS75
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
18. Acquisition of Apollo Tourism & Leisure Ltd (continued)
The following table summarises the amounts determined for the purchase consideration
and the provisional fair value of assets acquired and liabilities assumed:
Fair value
$000’s
Acquisition date fair value of assets acquired and liabilities assumed
Cash and cash equivalents 50,602
Trade and other receivables**18,724
Assets classified as held for sale*59,052
Inventories 92,330
Current tax receivables 36
Property, plant and equipment158,101
Intangible assets14,839
Right-of-use assets 44,617
Investment14,934
Deferred income tax assets5,229
Total assets458,464
Interest bearing loans and borrowings224,433
Deferred income tax liability21,434
Lease liabilities38,271
Trade and other payables31,003
Revenue in advance22,666
Employee benefits6,615
Provisions508
Current tax liabilities1,450
Total liabilities346,380
Total identifiable net assets acquired112,084
Goodwill on acquisition101,837
Net assets acquired213,921
Fair value
$000’s
Purchase consideration – thl shares issued to Apollo shareholders212,889
Purchase consideration – value of Apollo shares previously held by thl1,032
Total fair value of the consideration 213,921
* The Canadian properties were held at fair value less cost to sell at 30 November 2022 with the fair value determined
by a signed sales and purchase agreement. On 5 January 2023, thl completed the sale and leaseback of its properties
in Canada for a total purchase price of CAD$51.0 million (NZ$59.4 million). The sale generated pre-tax net cash proceeds
(after the repayment of associated debt and closing costs) of approximately CAD$25.8 million (NZ$30.0 million) which
was used to repay borrowings. The lease terms provide thl with rights to the properties for up to 10 years (with two
further five-year rights of renewal) at a starting annual base rent of approximately CAD$3.0 million (NZ$3.5 million).
** The fair value of acquired trade receivables is NZ$9.1 million, which is equal to the gross contractual amount.
The goodwill balance of $101.8 million is provisionally allocated and attributable to
expected synergies across Australia and New Zealand.
The valuation of both the tangible and intangible assets are areas where estimates and
judgements have a significant risk of causing a material adjustment to the fair value of the
recognised amounts of identifiable assets acquired and liabilities assumed.
The valuation of vehicles within the inventory category was completed using a market
valuation approach in reference to the selling price in either retail or wholesale market.
The valuation of vehicles within the property, plant and equipment category was
completed using a cost approach. The cost approach considers the cost to replace
existing assets less the amount of depreciation in the asset.
OUR FINANCIAL STATEMENTS76
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
19. Subsidiaries
The principal activities of the Parent Company and trading subsidiaries are motorhome
rental (Tourism Holdings Australia Pty Limited, JJ Motorcars Inc, El Monte Rents Inc.,
CanaDream Inc. Apollo Motorhome Holidays Pty Ltd), retail sale of RVs (Sydney RV Group
Pty Ltd, Apollo RV West Pty Ltd, Apollo Investments Pty Ltd and Apollo Motorhome
Holidays Pty Ltd), manufacture of RVs (Action Manufacturing Group GP Limited and
Apollo Motorhome Industries Pty Ltd), and attractions (Waitomo Caves Limited). All other
subsidiaries are 100% owned. The Group has control over these subsidiaries and therefore
it has fully consolidated these subsidiaries from the date control was attained. All
subsidiaries have 30 June balance dates, except for THL UK and Ireland Limited which has
a 31 December balance date. Material subsidiary companies at 30 June 2023 and 2022 are:
% equity interest
Name
Place of business / country
of incorporation20232022
Waitomo Caves LimitedNew Zealand100100
Action Manufacturing Group GP
LimitedNew Zealand100100
TH2Connect GP Limited New Zealand100100
Apollo Motorhome Holidays
Limited New Zealand100-
thl Group (Australia) Pty LtdAustralia100100
Tourism Holdings Australia
Pty LtdAustralia100100
Outdoria Pty Ltd Australia100100
Apollo Motorhome Holidays
Pty LtdAustralia100-
Apollo Motorhome Industries
Pty LtdAustralia100-
Sydney RV Group Pty LtdAustralia100-
Apollo RV West Pty LtdAustralia100-
AMH Products Pty LtdAustralia100-
GRL Enterprises Pty LtdAustralia100-
Apollo Investments Pty LtdAustralia100-
Apollo RV Service & Repair
Centre Pty LtdAustralia100-
Tourism Holdings USA IncUnited States100100
JJ Motorcars IncUnited States100100
% equity interest
Name
Place of business / country
of incorporation20232022
El Monte Rents IncUnited States100100
CanaDream IncCanada100-
THL UK and Ireland Limited
(formerly Skewbald Limited)United Kingdom10049
Bunk Campers LimitedUnited Kingdom100-
For further information on the acquisition of Just go and Apollo, refer to note 17 and 18,
respectively.
20. Investment
Camplify Holdings Limited
On 26 October 2021, the Group entered into an agreement to sell its peer to peer business
mighway and SHAREaCAMPER to Camplify Holdings Limited (CHL, an ASX listed entity)
for a purchase price of $8.1 million. The transaction completed on 29 April 2022 with the
purchase price settled by CHL issuing 1,059,162 new fully paid ordinary shares to thl
under tranche 1 and in May 2023, a further 2,023,611 ordinary shares under tranche 2.
In addition, the Group acquired 6,895,620 shares through the acquisition of ATL.
The shares are classified as a financial asset and measured at fair value through other
comprehensive income which is determined by reference to the closing share price of CHL
at the balance date. The share price of CHL at 30 June 2023, was AUD$2.10 per share.
Changes in fair value are recorded in the equity investment reserve.
At 30 June 2023, the Group held 10,111,401 shares or 14.1% of CHL at a fair value of
$23.2 million.
OUR FINANCIAL STATEMENTS77thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
Section D – Managing funding
In this section
This section explains how thl manages its capital structure and working capital, the
various funding sources and distributions to shareholders. In this section of the notes
there is information about:
a) Equity;
b) Debt;
c) Receivables and payables; and
d) Financial instruments.
21. Share capital
2023
Shares
000’s
2022
Shares
000’s
2023
$000’s
2022
$000’s
Ordinary shares
Opening balance152,061151,489278,983277,792
Issue of ordinary shares – 51% acquisition
of Just go2,942-8,031-
Issue of ordinary shares - in lieu of Directors’ fees16554799
Ordinary shares to be issued - in lieu of Directors’
fees accrued at 30 June---28
Ordinary shares issued - cash paid by employees53394732193
Ordinary shares issued - options and rights offer8324232,325871
Ordinary shares issued as the consideration for
Apollo merger57,693-212,889-
Closing balance214,077152,061503,007278,983
The total number of ordinary shares is 214,077,123 shares (2022: 152,060,700) and these
are classified as equity. The shares have no par value. All ordinary shares are issued and
fully paid. All ordinary shares rank equally with one vote attached to each fully paid
ordinary share.
On 4 October 2022 the Group issued 2,941,857 new ordinary shares to its joint venture
partners as part of the purchase price consideration to acquire the remaining 51% of
Just go Motorhomes (refer note 17).
On 30 November 2022, as per the Scheme Implementation Deed, Apollo shareholders
received one thl consideration share in exchange for every 3.210987 ATL shares held,
resulting in 57,693,364 shares being issued (refer note 18).
Ordinary shares were issued to Directors in lieu of Directors’ fees per the terms outlined
in note 31. Shares were issued in October 2022 (12,714) and April 2023 (3,435). In the prior
year shares were issued to Directors in lieu of Directors’ fees in October 2021 (35,169) and
April 2022 (20,273).
22. Other reserves
Foreign currency translation reserve
Exchange differences arising on the translation of foreign operations are taken to the
foreign currency translation reserve. When any net investment is disposed of, the related
component of the reserve is recognised in the income statement as part of the gain or
loss on disposal.
The closing exchange rates used to translate the statement of financial position are
as follows:
20232022
NZD/AUD0.91820.9031
NZD/USD0.60750.6214
NZD/CAD0.80520.8011
NZD/GBP0.48160.5127
2023
$000’s
2022
$000’s
Foreign currency translation reserve
Balance at beginning of the year10,948(4,004)
Currency translation differences (net of tax)2,23314,952
Balance at year end13,18110,948
OUR FINANCIAL STATEMENTS78thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
22. Other reserves (continued)
Employee share scheme
The employee share scheme reserve is used to recognise the accumulated value of share
options and rights granted which have been recognised in the income statement.
In accordance with the Group’s accounting policy, amounts accumulated in the
executive share scheme reserve have been transferred to share capital on the exercise
of the options or to retained earnings when they have been forfeited (refer to note 32).
2023
$000’s
2022
$000’s
Employee share scheme reserve
Balance at beginning of the year4,6702,974
Value of employee services charged to the income statement2,1622,903
Transfer to retained earnings(291)(213)
Transfer to share capital(2,325)(994)
Balance at year end4,2164,670
Equity investment reserve
The equity investment reserve is used to recognise increments and decrements in the
fair value of financial assets at fair value through other comprehensive income.
2023
$000’s
2022
$000’s
Balance at the beginning of the year(954)-
Change in fair value of equity instrument1,638(954)
Balance at year end684(954)
Cash flow hedge reserve
The cash flow hedge reserve is used to record gains or losses on hedging instruments
that are recognised directly in equity. The hedging instruments are used to manage
interest rate risk. Amounts are recognised in the income statement when the associated
hedged transaction affects profit or loss.
2023
$000’s
2022
$000’s
Balance at beginning of year321(3,617)
Fair value gain2,4515,664
Deferred tax on fair value gain(687)(1,585)
Ineffective interest rate swap transferred to income statement
(net of tax)(67)(141)
Balance at year end2,018321
23. Interest bearing loans and borrowings
Interest bearing loans and borrowing (borrowings) are recognised initially at fair
value, net of transaction costs incurred. Borrowings are subsequently stated at
amortised cost; any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in the income statement over the period
of the borrowings using the effective interest method.
Borrowings are classified as current liabilities, unless the Group has an
unconditional right to defer settlement of the liability for at least 12 months
after the balance date.
Borrowing costs are recognised as an expense in the period in which they
are incurred, except for borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset, which are capitalised.
Qualifying assets are those assets that necessarily take an extended period
of time (six months or more) to get ready for their intended use.
During the year, the Group renegotiated and consolidated its banking facilities with new
and/or existing financiers. The structure includes a syndicated corporate debt facility,
asset financiers and floor plan finance, including a number of previous lenders to Apollo.
OUR FINANCIAL STATEMENTS79
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
23. Interest bearing loans and borrowings (continued)
The Guaranteeing Group consisting of Tourism Holdings Limited and all New Zealand,
Australian, United States, United Kingdom and Ireland 100% owned subsidiaries, had
at 30 June 2023, multi-currency revolving cash advance and short-term debt facilities
with Westpac Banking Corporation, Westpac New Zealand Limited, ANZ Bank New
Zealand Limited and Australia and New Zealand Banking Group Limited and Australia
and New Zealand Banking Group Limited (London branch). The Group has provided a
composite first ranking debenture over the assets and undertakings of the Guaranteeing
Group in New Zealand, Australia, United Kingdom and Ireland and the US. Certain
members of the Group also have asset finance facilities in place. In support of these
facilities, the relevant members of the Group have granted specific security over the
assets financed under these facilities as well as related property and proceeds of
such financed assets.
In aggregate, the total funding available exceeds the requirements of the Group.
The Group has sufficient working capital and undrawn financing facilities to service
its operating activities and ongoing fleet investment.
2023
$000’s
2022
$000’s
Non-current
Syndicated bank borrowings107,35797,298
Asset finance143,358-
250,71597,298
Current
Asset finance72,771-
Floor plan finance36,828-
Other loans1,626-
111,225-
Total borrowings361,94097,298
The Group has the following undrawn borrowing facilities:
Total facility
$000’s
Used at
reporting date*
$000’s
Unused at
reporting date
$000’s
Borrowings
Syndicated bank borrowings250,898107,357143,541
Asset finance411,014216,129194,885
Floor plan finance54,45736,82817,629
Other loans3,4891,6261,863
719,858361,940357,918
The carrying amount of the Group’s borrowings are denominated in the
following currencies:
2023
NZ$000’s
2022
NZ$000’s
New Zealand dollar38,422553
Australian dollar86,026-
United States dollar107,87293,343
Pounds sterling41,3073,402
Canadian dollar88,313-
361,94097,298
* In July 2023, GBP borrowings of £15.0 million was subsequently repaid and the facilities closed. These borrowings were
reflected as current borrowings at 30 June 2023.
OUR FINANCIAL STATEMENTS80
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
23. Interest bearing loans and borrowings (continued)
Syndicated bank borrowings
Following the merger with Apollo and effective 30 November 2022, the Group amended
its multi-currency syndicated banking facilities with Westpac Banking Corporation,
Westpac New Zealand Limited and ANZ Bank New Zealand Limited. The amendment
includes committed facilities for debt funding of approximately $149 million, reduced
from $258 million at 30 June 2022. The facility consisted of a number of tranches maturing
in June 2024. On 27 June 2023, the Group again amended its multi-currency syndicated
banking facilities with Westpac Banking Corporation, Westpac New Zealand Limited and
ANZ Bank New Zealand Limited to include Australia and New Zealand Banking Group
Limited and Australia and New Zealand Banking Group Limited (London Branch). The
amendment includes committed facilities for debt funding of approximately $250 million,
an increase from approximately $149 million at 31 December 2022. The new facility
consists of a number of multi-currency tranches, including a new GBP facility, all maturing
in July 2025. The Group’s covenants include leverage ratio, debt service cover ratio,
guaranteeing Group coverage ratio, minimum shareholder funds and loan to value
ratio. Interest rates applicable at 30 June 2023 range from 7.3% to 8.7% p.a.
The Group capitalised $367k of borrowing costs (2022: $347k) in relation to refinancing.
In accordance with NZ IFRS 9 Financial Instruments, the amendment was treated as an
extinguishment of the existing liability followed by the recognition of a new liability.
Asset finance
The Group’s loans from asset financiers include new as well as some existing Apollo
facilities totalling approximately $390 million. Loans from asset financiers are fully secured
debt in relation to fleet assets and may only be used for the purchase of fleet assets and
subject to a number of covenant ratios, including a current ratio, debt service coverage
and debt to tangible net worth ratio. Interest rates applicable at 30 June 2023 range
from 3.2% to 9.5% p.a.
Floor plan finance
Floor plan facilities are maintained to fund the inventory of new motorhomes and
caravans held for sale at Apollo’s retail sales outlets. As part of the merger with Apollo, the
Group consolidated its overall number of floor plan lenders. Terms are interest only for the
first six months and then interest of between 7.5% to 8.6% p.a plus principal. Balances are
secured through retention of title until point of sale.
Other loans
Other loans of $1.6 million include mortgages over land and buildings and COVID-19
support loans previously provided to Apollo entities in the UK. Interest rates applicable
at 30 June 2023 range from 7.0% to 8.0% p.a.
Lease liability - rental fleet
Balances previously disclosed in the Group’s interim financial statements at 31 December
2022 under lease liability – rental fleet, have now been more appropriately classified within
the asset finance category above.
Covenants
The consolidated Group is subject to lending covenants across a number of its borrowing
facilities. As at the date of these financial statements the Group is within the banking
covenant requirements.
Sufficiency of funding
All markets that the Group operates in have experienced changes in external trading
conditions during the year as a result of demand re-building from COVID impacts,
industry-wide supply chain challenges creating some vehicle delivery delays as well as
general global inflationary pressures. Given the current environment, there is a risk that
actual trading performance may fall below forecasts, however tourism has experienced a
strong rebound across all regions following the opening of international borders in 2022
with strong demand for RV travel in all countries it operates in. This is evidenced in the
profits that the Company is making and the growth in international bookings in the
United States, Canada and the United Kingdom over the 2023 summer period and in
New Zealand and Australia over the 2023/2024 summer period.
On this basis, the Board expects that the Group will be able to meet its undertakings and
covenants in relation to the banking facilities and has sufficient cash to discharge its
liabilities as they fall due.
OUR FINANCIAL STATEMENTS81
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
24. Trade and other receivables
Trade and other receivables are recognised initially at fair value plus transaction
costs and subsequently measured at amortised cost using the effective interest
method, less provision for impairment. The Group assesses on a forward looking
basis the expected credit losses associated with its trade and other receivables
which are carried at amortised cost. The impairment methodology applied
depends on whether there has been a significant increase in credit risk.
The Group applies the simplified approach permitted by NZ IFRS 9, which requires
expected lifetime losses to be recognised from initial recognition of the
receivables. To measure the expected credit losses, trade and other receivables
have been grouped based on shared credit risk characteristics and the days past
due. The expected loss rates are based on the historical credit losses experienced.
Where appropriate, the historical loss rates are adjusted to reflect current and
forward-looking information.
2023
$000’s
2022
$000’s
Trade receivables38,86715,405
Less provision for impairment of receivables(375)(257)
Trade receivables - net38,49215,148
Prepayments11,1744,851
Other receivables7,4934,588
Receivable under buy-back arrangement7,0248,495
Total trade and other receivables64,18333,082
At 30 June 2023 trade and other receivables includes $7.0 million (2022: $8.5 million)
relating to vehicles purchased under a short-term buy-back arrangement. This agreement
involves purchasing vehicles to be used in the fleet for a period less than 12 months and
then sold back to the supplier. On initial recognition, thl recognised the cash paid for the
vehicles, the price expected to be received upon resale, and the balancing amount of the
two is considered the lease expense. The transaction is accounted for as a short-term
lease on the basis that:
• thl have an economic incentive to exercise their put option (sell the vehicles back
to the supplier);
• thl have the right to use the vehicles for a fixed period at a predetermined price; and
• the vehicles do not meet the definition of property, plant and equipment
Due to low risk of the counterparties for these arrangements, the assessed expected
credit losses are immaterial.
There is no concentration of credit risk with respect to trade receivables, as the Group
has a large number of customers, internationally dispersed.
The Group has recognised an increase of $118k (2022: $946k decrease) in the provision
for the impairment of its trade receivables which has been included in other operating
expenses. The Group has written off, to other operating expenses, $29k (2022: $719k) of
balances of receivables during the year ended 30 June 2023.
25. Trade and other payables
Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Trade payables are
classified as current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented as
non-current liabilities.
Trade payables are recognised initially at fair value net of transaction costs and
subsequently measured at amortised cost using the effective interest method.
2023
$000’s
2022
$000’s
Trade payables35,39013,903
Accrued expenses and other payables26,64318,010
Total trade and other payables62,03331,913
OUR FINANCIAL STATEMENTS82
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
26. Revenue in advance
Revenue in advance
Revenue in advance relates to:
.Payments received for rental and tourism services for future reservations in
advance of service delivery.
.The portion of rental income for rental bookings on hire at year-end, that
relates to the period after year-end.
The Group recognises the contract liability which represents the Group’s
obligation to transfer services to a customer for which the Group has received
consideration from the customer. The average timing of satisfaction of
performance obligations in relation to the payment of the revenue in advance
is between 1-6 months.
Vehicle deposits
Vehicle deposits are received in advance for pending vehicle sales for which the
customer has not yet taken delivery.
The Group recognises the contract liability which represents the Group’s obligation
to transfer goods to a customer for which the Group has received consideration
from the customer. The vehicle deposit is recognised as revenue when the Group
performs under the contract by delivering the vehicle. The full balance of contract
liabilities in relation to vehicle deposits is expected to be recognised in revenue
between 1-12 months.
2023
$000’s
2022
$000’s
Revenue in advance61,31723,846
Vehicle deposits14,6632,200
Total revenue in advance75,98026,046
27. Financial instruments
Classification of financial assets
The Group classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through Other
Comprehensive Income (OCI) or through profit or loss), and
• those to be measured at amortised cost.
The classification depends on the business model for managing the financial
assets and the contractual terms of the cash flows.
The Group reclassifies debt investments when and only when its business model
for managing those assets changes.
Measurement of financial assets
At initial recognition, the Group measures a financial asset at its fair value plus, in
the case of a financial asset not at fair value through profit or loss (FVPL),
transaction costs that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at FVPL are expensed in
profit or loss.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business
model for managing the asset and the cash flow characteristics of the asset. There
are three measurement categories into which the Group classifies its debt
instruments:
Amortised cost: Assets that are held for collection of contractual cash flows where
those cash flows represent solely payments of principal and interest are measured
at amortised cost. Interest income from these financial assets is included in
finance income using the effective interest rate method. Any gain or loss arising
on derecognition is recognised directly in profit or loss and presented in other
gains/(losses) together with foreign exchange gains and losses. Impairment losses
are presented as a separate line item in the income statement.
OUR FINANCIAL STATEMENTS83
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
27. Financial instruments (continued)
Fair Value through Other Comprehensive Income (FVOCI): Assets that are held for
collection of contractual cash flows and for selling the financial assets, where the
assets’ cash flows represent solely payments of principal and interest, are
measured at FVOCI. Movements in the carrying amount are taken through OCI,
except for the recognition of impairment gains or losses, interest income and
foreign exchange gains and losses which are recognised in profit or loss. When the
financial asset is derecognised, the cumulative gain or loss previously recognised
in OCI is reclassified from equity to profit or loss and recognised in other gains/
(losses). Interest income from these financial assets is included in finance income
using the effective interest rate method. Foreign exchange gains and losses are
presented in other gains/(losses) and impairment expenses are presented as a
separate line item in the income statement.
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are
measured at FVPL. A gain or loss on a debt investment that is subsequently
measured at FVPL is recognised in profit or loss and presented net within other
gains/(losses) in the period in which it arises.
The interest rate swaps in place as at 30 June 2023 and 30 June 2022 qualified as
cash flow hedges. The Group’s risk management strategies and hedge
documentation are aligned with the requirements of NZ IFRS 9 and these
relationships are therefore treated as hedges.
The table below represents the measurement categories of the financial instruments.
2023
Financial
asset at
amortised
cost
$000’s
Financial
assets value
through
profit or loss
$000’s
Financial
assets value
through OCI
$000’s
Derivatives
used for
hedging
$000’s
Total
$000’s
Asset
Investment--23,193-23,193
Cash and cash equivalents76,794---76,794
Trade and other receivables53,010---53,010
Derivative financial instruments---2,8432,843
2022
Financial
asset at
amortised
cost
$000’s
Financial
assets value
through
profit or loss
$000’s
Financial
assets value
through OCI
$000’s
Derivatives
used for
hedging
$000’s
Total
$000’s
Asset
Investment*-3,6252,005-5,630
Cash and cash equivalents38,816---38,816
Trade and other receivables28,231---28,231
Derivative financial instruments---453453
* The investment includes the tranche 2 receivable in relation to deferred consideration for the sale of mighway
and SHAREaCAMPER..
2023
Measured at
amortised
cost
$000’s
Measured
at fair value
through
profit or loss
$000’s
Measured
at fair value
through OCI
$000’s
Derivatives
used for
hedging
$000’s
Total
$000’s
Liabilities
Interest bearing loans and
borrowings361,940---361,940
Trade and other payables64,170---64.170
2022
Measured at
amortised
cost
$000’s
Measured
at fair value
through
profit or loss
$000’s
Financial
assets value
through OCI
$000’s
Derivatives
used for
hedging
$000’s
Total
$000’s
Liabilities
Interest bearing loans and
borrowings97,298---97,298
Derivative financial instruments---6060
Trade and other payables29,114---29,114
OUR FINANCIAL STATEMENTS84
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
Section E – Managing risk
In this section
This section explains the financial risks thl faces, how these risks affect thl’s financial
position and performance, and how thl manages these risks. In this section of the notes
there is information:
a) Outlining thl’s approach to financial risk management; and
b) Analysing financial (hedging) instruments used to manage risk.
In the normal course of business the Group is exposed to a variety of financial risks
including foreign currency, interest rate, credit and liquidity risks. To manage this risk the
Group’s treasury activities are performed by a central treasury function and are governed
by Group policies approved by the Board of Directors.
The Group’s overall risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the Group’s financial
performance. The Group does not enter into derivative financial instruments for trading or
speculative purposes.
28. Financial risk management
Currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from
various currency exposures, primarily with respect to the Australian dollar, the United
States dollar, the British Pound sterling and the Euro dollar. Foreign exchange risk arises
when future commercial transactions are in currencies other than functional currency.
Foreign exchange exposures on future commercial transactions incurred by operations in
currencies other than their functional currency are managed by using forward currency
contracts in accordance with the Group’s treasury policy.
The Parent makes purchases in foreign currency and is exposed to foreign currency risk.
This is managed by utilisation of forward currency contracts from time to time in
accordance with the Group’s treasury policy.
Exchange rate sensitivity
The following table shows the impact of a 5 cent movement up or down in the New
Zealand dollar vs the Australian dollar, the United States dollar and the impact that this
exchange rate change has on reported net profit after tax and equity. The Group also
includes the impact of a 5 cent movement up or down in the Australian dollar vs the
British Pound sterling and the Euro dollar as a result of the Apollo merger. The table shows
the post-tax impact on reported profit and equity (increase/(decrease)) relation to
currency risk, as described above, and does not include the impact of translation risk, as
described in note 22. A 5 cent change is considered a reasonable possible change based
on prior year movements.
2023
$000’s
2022
$000’s
Post-tax impact on reported profit and equity of:
A 5 cent increase in the NZ dollar vs the AU dollar100(1)
A 5 cent increase in the NZ dollar vs the US dollar 16324
A 5 cent decrease in the NZ dollar vs the AU dollar(200)1
A 5 cent decrease in the NZ dollar vs the US dollar (192)(24)
A 5 cent increase in the AU dollar vs the Pounds sterling(628)-
A 5 cent increase in the AU dollar vs the EU dollar (236)-
A 5 cent decrease in the AU dollar vs the Pounds sterling788-
A 5 cent decrease in the AU dollar vs the EU dollar 287-
OUR FINANCIAL STATEMENTS85
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
28. Financial risk management (continued)
Interest rate risk
The Group’s interest rate risk primarily arises from long-term borrowings, cash and cash
equivalents. Borrowings issued at variable rates expose the Group to cash flow interest
rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.
The Group manages its cash flow interest rate risk by using floating to fixed interest rate
derivative contracts. Such interest rate derivative contracts have the economic effect of
converting borrowings from floating rates to fixed rates. Generally the Group raises
long-term borrowings at floating rates that are lower than those available if the Group
borrowed at fixed rates directly.
Under the interest rate derivative contracts, the Group agrees with other parties to
exchange, at specified intervals (mainly quarterly), the difference between fixed contract
rates and floating rate interest amounts calculated by reference to the agreed notional
principal amounts.
The Group’s borrowings are carried at amortised cost. The borrowings are periodically
contractually repriced and to that extent are also exposed to the risk of future changes
in market interest rates.
The Group maintains cash on overnight deposit in interest bearing bank accounts.
The following tables set out the interest rate repricing profile and current interest rate
of the interest bearing financial assets and liabilities.
As at 30 June 2023
Effective
interest
rate
Floating
$000’s
Fixed up to
1 year
$000’s
Fixed 1-2
years
$000’s
Fixed 2-5
years
$000’s
Fixed >5
years
$000’s
Total
$000’s
Assets
Cash and cash
equivalents0.9%76,794----76,794
0.9%76,794----76,794
Liabilities
Bank borrowings7.4%279,75341,60620,99819,583-361,940
7.4%279,75341,60620,99819,583-361,940
Interest rate
derivative contracts*3.3%-15,63835,09927,9846,58485,305
The effective interest rate of Group borrowings is 7.38% (2022: 8.47%) including the impact
of the interest rate swaps and line fees on facilities.
As at 30 June 2022
Effective
interest
rate
Floating
$000’s
Fixed up to
1 year
$000’s
Fixed 1-2
years
$000’s
Fixed 2-5
years
$000’s
Fixed >5
years
$000’s
Total
$000’s
Assets
Cash and cash
equivalents-%38,816----38,816
-%38,816----38,816
Liabilities
Bank borrowings8.5%--97,298--97,298
8.5%--97,298--97,298
Interest rate
derivative contracts*3.3%-20,20115,28955,847-91,337
* Notional contract amounts and include forward starting interest rate swaps.
Interest rate sensitivity
At year end the floating bank borrowings and cash deposits were subject to interest
rate sensitivity risk. The remaining borrowings are fixed using interest rate derivative
contracts. If the Group’s floating borrowings and deposits year end balances remained
the same throughout the year and interest rates moved by 1.0% then the impact on
profitability and equity is as follows:
2023
$000’s
2022
$000’s
Pre-tax impact of:
An increase in interest rates of 1%(2,212)(112)
A decrease in interest rates of 1%2,212112
OUR FINANCIAL STATEMENTS86
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
28. Financial risk management (continued)
At year-end the value of interest rate derivative contracts used as cash flow hedges were
subject to interest rate risk in relation to the value recognised in equity. If interest rates
moved by 1.0% across the yield curve then the impact on the fair value of the swaps on
equity is shown in the following table. A movement of 1%, or 100bps, is considered by
management as a reasonable estimate of a possible shift in interest rates for the year
based on historical movements. There is ($38k) of ineffective interest rate swaps
recognised in the income statement in relation to the valuation of the interest rate
swaps (2022: $55K). The remaining interest rate swaps were effective as at 30 June 2023.
Hedge ineffectiveness for interest rate swaps is assessed using the same principles as
for hedges of foreign currency purchase. It may occur due to:
• The credit value/debit value adjustment on the interest rate swaps which is not
matched by the loan, and
• Differences in critical terms between the interest rate swaps and loans.
2023
$000’s
2022
$000’s
Post tax impact on equity of a 1% move in interest rates
An increase in interest rates of 1% across the yield curve9321,104
A decrease in interest rates of 1% across the yield curve(965)(1,122)
Credit risk
The Group has a concentration of credit risk in respect of the amount outstanding from
the buy-back fleet arrangement. The Group has no other significant concentrations of
credit risk. Policies are in place to ensure that wholesale sales of products and other
receivables arising are made to customers with an appropriate credit history. Sales to retail
customers are made in cash or via major credit cards. Derivative contract counterparties
and cash on deposit are limited to quality financial institutions in accordance with the
Board’s approved treasury policy.
The Group considers its maximum exposure to credit risk as follows:
2023
$000’s
2022
$000’s
Cash and cash equivalents76,79438,816
Trade receivables (net of impairment provision)38,49215,148
Other receivables7,4934,588
Receivable under buy-back arrangement7,0248,495
129,80367,047
The Group has numerous credit terms for various customers. The terms vary from cash,
monthly and greater depending on the service and goods provided and the customer
relationship. Collateral is not normally required. All trade receivables are individually
reviewed regularly for impairment as part of normal operating procedures and, where
appropriate, a provision is made. Trade receivables less than three months overdue are
not considered impaired. Overdue amounts that have not been provided for, relate to
customers that have a reliable trading credit history and no recent history of default.
Notes
2023
$000’s
2022
$000’s
Trade receivable analysis
Debtors past due15,5941,741
Impairment provision(375)(257)
Debtors past due but not impaired15,2191,484
Debtors current23,27413,664
Total trade debtors
2438,49215,148
2023
$000’s
2022
$000’s
Ageing of debtors past due
1-30 days12,014640
31-60 days2,856452
61-90 days85202
91+ days639447
Total debtors past due15,5941,741
There is no overdue balance in other receivables and receivables under buy-back
arrangements as at 30 June 2023 (2022: nil).
OUR FINANCIAL STATEMENTS87
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
28. Financial risk management (continued)
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities, the availability of funding through an adequate amount of credit facilities and
the ability to close out market positions. Due to the dynamic nature of the underlying
businesses, Group Treasury aims to maintain flexibility in funding by rolling the draw
downs on a short-term basis and keeping credit lines available.
The table below analyses the Group’s financial liabilities into relevant maturity groupings
based on the remaining period at the reporting date to the contractual maturity date.
The amounts disclosed are the contractual undiscounted cash flows.
Year ended 30 June 2023
Up to 1 year
$000’s
Between 1-2
years
$000’s
Between 2-5
years
$000’s
Greater than
5 years
$000’s
Total
$000’s
Carrying
value
$000’s
Trade and other
payables64,170---64,17064,170
Interest bearing loans
and borrowings171,837187,285123,428-482,550361,940
Lease liabilities27,98325,06557,04496,089206,181159,929
Interest rate and foreign
currency derivative
contracts*(1,219)(918)(1,621)(806)(4,564)(2,843)
262,771211,432178,85195,283748,337583,196
Year ended 30 June 2022
Up to 1 year
$000’s
Between 1-2
years
$000’s
Between 2-5
years
$000’s
Greater than
5 years
$000’s
Total
$000’s
Carrying
value
$000’s
Trade and other
payables29,114---29,11429,114
Interest bearing loans
and borrowings (other
than convertible
preference shares)5,401102,0352,369-109,80597,298
Lease liabilities9,8977,33519,64845,73982,61982,619
Interest rate and foreign
currency derivative
contracts*2,7292,1512,8546178,35160
47,141111,52124,87146,356229,889209,091
* The amounts expected to be payable on a net basis in relation to the interest rate swaps have been estimated using
forward interest rates applicable at the reporting date.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to
continue as a going concern in order to provide returns for shareholders and benefits for
other stakeholders and maintain an optimal capital structure to reduce the cost of capital.
The Group considers capital to be share capital and interest bearing debt. To maintain or
alter the capital structure the Group has the ability to review the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares, reduce or increase debt
or sell assets.
There are a number of externally imposed bank covenants required as part of seasonal
and term debt facilities. These covenants are calculated monthly and reported to banks
quarterly. The most significant covenants relating to capital management are Net Interest
Bearing Debt to EBITDA ratio, and an Equity to Total Assets ratio (net of intangible assets)
(note 23). There have been no breaches or events of review for the current or prior period.
Seasonality
The tourism industry is subject to seasonal fluctuations with peak demand for tourism
attractions and transportation over the summer months. The operating revenue and
profits of the Group’s segments are disclosed in note 1. New Zealand and Australia’s profits
are typically generated over the southern hemisphere summer months and the United
States, Canada and the United Kingdom and Europe’s profits are typically generated over
the northern hemisphere summer months. Due to the seasonal nature of the businesses,
the risk profile at year end is not representative of all risks faced during the year.
OUR FINANCIAL STATEMENTS88
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
29. Derivative financial instruments
Derivative financial instruments and hedging activities
The Group enters into interest rate swaps and other derivatives to hedge interest rate risk.
Derivatives are initially recognised at fair value on the date a derivative contract is entered
into and are subsequently remeasured at their fair value at the end of each reporting
period. The method of recognising the resulting gain or loss depends on whether the
derivative is designated as a hedging instrument and, if so, the nature of the item being
hedged. The Group designates certain derivatives as hedges of a particular risk
associated with a recognised asset or liability or a highly probable forecast
transaction (cash flow hedge).
The Group documents, at the inception of the transaction, the relationship between
hedging instruments and hedged items, as well as its risk management objectives and
strategy for undertaking various hedge transactions. The Group also documents its
assessment, both at hedge inception and on an ongoing basis, of whether the derivatives
that are used in hedging transactions are highly effective in offsetting changes in fair
value or cash flows of hedged items.
Movements on the hedging reserve in shareholders’ equity are shown in note 22. The
full fair value of hedging derivatives is classified as a non-current asset or liability if the
remaining maturity of the hedged item is more than 12 months, and as a current asset
or liability if the remaining maturity of the hedged item is less than 12 months. Trading
derivatives are classified as a current asset or liability.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and
qualify as cash flow hedges are recognised in equity. The gain or loss relating to the
ineffective portion is recognised immediately in the income statement. The gain or loss
relating to the interest rate swaps are recognised in interest expense.
Amounts accumulated in equity are recycled in the income statement in the periods
when the hedged item affects profit or loss (for instance when the forecast sale that
is hedged takes place). The gain or loss relating to the effective portion of interest rate
swaps hedging variable rate borrowings is recognised in the income statement within
‘finance expenses’. The gain or loss relating to the effective portion of forward foreign
exchange contracts hedging export sales is recognised in the income statement within
‘sales’. However, when the forecast transaction that is hedged results in the recognition
of a non-financial asset (for example, inventory) or a non-financial liability, the gains and
losses previously deferred in equity are transferred from equity and included in the initial
measurement of the cost of the asset or liability.
When a hedging instrument expires or is sold, or when a hedge no longer meets
the criteria for hedge accounting, any cumulative gain or loss existing in equity at that
time remains in equity and is recognised when the forecast transaction is ultimately
recognised in the income statement. When a forecast transaction is no longer expected
to occur, the cumulative gain or loss that was reported in equity is immediately transferred
to the income statement.
20232022
Assets
$000’s
Liabilities
$000’s
Assets
$000’s
Liabilities
$000’s
Interest rate swaps -
current portion6--15
Foreign currency swaps -
current portion415---
Cash flow hedges - total
current portion421--15
Interest rate swaps - non
current portion2,422-45345
Total cash flow hedges2,843-45360
The ineffective portion recognised in the profit or loss that arises from cash flow hedges
in 2023 amounts to ($93k) (2022: $55K).
Interest rate swaps
The notional principal amounts of the outstanding interest rate swap contracts at 30 June
2023 were $63,309k (2022: $83,290k).
At 30 June 2023, the fixed interest rates vary from 2.39% to 4.57% (2022: 2.29% to 4.86%).
The liquidity table in note 28 identifies the periods in which the cash flows are expected
to occur.
30. Fair value measurement
Fair values
The carrying amount of financial assets and financial liabilities recorded in the financial
statements approximates their fair values:
• Derivative financial instruments are carried at fair value as discussed below.
• Receivables and payables are short-term in nature and, therefore, approximate
fair value.
• Interest bearing liabilities re-price at least every 90 days and, therefore, approximate
fair value.
OUR FINANCIAL STATEMENTS89
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
30. Fair value measurement (continued)
Financial instruments of the Group that are measured in the statement of
financial position at fair value are classified by level under the following fair value
measurement hierarchy:
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (that is, as prices) or indirectly (that is, derived
from prices).
Level 3 Inputs for the asset or liability that are not based on observable market data
(that is, unobservable inputs).
The level in the fair value hierarchy within which the fair value measurement is
categorised is determined on the basis of the lowest input to the fair value measurement.
If a fair value measurement uses observable inputs that require significant adjustment
based on unobservable inputs, the measurement is a Level 3 measurement.
The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy
levels as of the date of the event or change in circumstances that caused the transfer.
As at 30 June 2023 the Group’s assets and liabilities measured at fair values are issued
shares in Camplify Holdings Limited (CHL) which are classified within Level 1 of the fair
value hierarchy (note 20) and derivative financial instruments which are classified within
Level 2 of the fair value hierarchy (2022: Level 2). During the year and following the issue of
2,023,611 ordinary CHL shares in May 2023 in relation to tranche 2 deferred consideration,
$3.6 million was transferred from Level 3 to Level 1. There were no other transfers of
financial instruments between levels of the fair value hierarchy during the year.
The fair value of derivative financial instruments is calculated using quoted prices. Where
such prices are not available, use is made of discounted cash flow analysis using the
applicable yield curve or available forward price data for the duration of the instruments.
The following inputs are used for fair value calculations of derivatives:
Interest rate forward price curve– Published market swap rates
Foreign exchange forward prices– Published spot foreign exchange rates and interest
rate differentials
Discount rate for valuing interest
rate derivatives
– The discount rates used to value interest rate
derivatives are published market interest rates as
applicable to the remaining life of the instrument
Discount rate for valuing forward foreign
exchange contracts
– The discount rates used to value interest rate
derivatives are published market interest rates as
applicable to the remaining life of the instrument
There were no changes to these valuation techniques during the period.
Section F – Other
In this section
This section includes the remaining information relating to thl’s consolidated financial
statements which is required to comply with financial reporting standards.
31. Related party transactions
Key management compensation
2023
$000’s
2022
$000’s
Salaries and other short-term employee benefits6,6654,457
Share based payments benefits8051,614
Total positions included in key management compensation are 16 (2022: 13).
Executive management do not receive any Directors’ fees as Directors of subsidiary
companies.
Directors’ fees
2023
$000’s
2022
$000’s
Directors’ fees642697
Shares issued in lieu of cash
At the 2013 Annual Meeting of shareholders, shareholder approval was obtained for thl
to issue shares in whole or in part payment of Directors’ remuneration. For the period
to 31 March 2023, Rob Hamilton elected to receive 25% of his Director fees in shares. Rob
Campbell, former Director who resigned in June 2022, received 50% of his Director fees
in shares for the period 1 April to 30 June 2022. The shares were issued in October 2022.
Shares issued in lieu of Directors’ fees are as follows:
Shares 000’sValue $000’s
2023202220232022
Shares issued in lieu of cash16554999
Shares to be issued to Directors at 30 June---28
OUR FINANCIAL STATEMENTS90
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
31. Related party transactions (continued)
Schork Family
As part of the consideration for the acquisition of El Monte Rents Inc, the Group issued
3,384,266 ordinary shares to entities associated with the Schork family. An entity
associated with the Schork family provides warranties to customers of El Monte Rents Inc
- the total amount paid by customers during 2023 was $55k (2022: $256k). At the time of
the acquisition, the Group entered into a number of property lease agreements with
entities associated with the Schork family. The leases are in relation to branches used
by El Monte RV. The cost of the leases are set out in the table below:
2023
$000’s
2022
$000’s
Total lease payments3,6843,204
Trouchet Family
As a result of the merger with Apollo on 30 November 2022, Luke Trouchet held an interest
of 27,910,023 ordinary shares via a number of holding companies and intermediary trusts.
Luke is an Executive Director of Tourism Holdings Limited.
The following transactions occurred with the Trouchet family and related entities during
the period:
June 23
7 months
Revenue
June 23
Receivables
Sale of goods and services:
thl manufactured vehicles sold to Caravans Away Pty Ltd
(Director-related entity of L Trouchet)1,805,780924,577
Servicing and repairs sold to Caravans Away Pty Ltd (Director-
related entity of L Trouchet)43,7094,381
Administration fees received f rom Caravans Away Pty Ltd
(Director-related entity of L Trouchet)2,161-
Administration fees paid RV Boss Pty Ltd (Director-related
entity of L Trouchet)2,161-
ExpensePayables
Payment for other expenses:
Rental expenses paid to Eastglo Pty Ltd (Director-related entity
of L Trouchet)156,304-
Rental expenses paid to KL One Trust (Director-related entity
of L Trouchet)72,780-
Advertising expenses paid to RV Boss Pty Ltd (Director-related
entity of L Trouchet)57,366-
Annual salary paid to A Trouchet inclusive of superannuation
(a related party of L Trouchet)29,378-
OUR FINANCIAL STATEMENTS91
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
32. Share-based payments
Share scheme
Share scheme 2017
In the 2017 financial year the Group introduced an equity-settled, share-based
long-term incentive plan for the Chief Executive and other senior executives under
which the Group receives services from the executives as consideration for Options
to purchase ordinary shares of the Group. The fair value of the employee services
received in exchange for the grant of the Options is recognised as an expense in
the income statement. The total amount expensed is determined by reference to
the fair value of the Options granted.
Amounts accumulated in the employee share scheme reserve are transferred to
share capital on the exercise of the Options or to retained earnings where they are
forfeited. At the end of each reporting period, the Group revises its estimates of
the number of Options that are expected to vest based on the non-market vesting
conditions. It recognises the impact of the revision to original estimates, if any, in
the income statement, with a corresponding adjustment to the employee share
scheme reserve.
The terms of the 2017 scheme are contained in a document entitled ‘The Rules of the
Tourism Holdings Long-term Incentive Scheme 2017’:
(1) Options to purchase ordinary shares are issued to executives by the Board.
(2) The option price is set based on the volume weighted average price of Tourism Holdings
Limited ordinary shares over the 20 days leading up to the grant date.
(3) The options can be exercised at the election of the employee after a minimum of two
years f rom the grant date. A maximum of one third of the options can be exercised after
two years, two thirds after three years and all options can be exercised after four years.
After six years, the options lapse and there is no further right to exercise. The exercise
price payable by the executive is the option price plus a cost of equity adjustment for
two years, less dividends paid for two years.
(4) The participants holding options have no interest in the ordinary shares that are the
subject of the options, until the options are exercised and ordinary shares issued.
(5) Valuation of the options for accounting purposes is done by KPMG using the Binomial
Option Pricing Model. The assessed value is charged to the income statement over
the life of the scheme/option with a corresponding credit to the employee share
scheme reserve.
OUR FINANCIAL STATEMENTS92
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
32. Share-based payments (continued)
Movements in options granted under the 2017 scheme are as follows:
Grant
date
Average
exercise price
Issue
Price
2023
Grant
2022
Grant
2021
Grant
2020
Grant
2019
Grant
2018
Grant
2017
Grant
Total
Options
At 30 June 2021--2,155,0001,080,000815,000679,999853,3335,583,332
Options granted 7 April 2022 $2.84$2.84-1,522,000-----1,522,000
Options cancelled$3.71--(80,000)(85,000)(80,000)(93,333)(80,000)(418,333)
At 30 June 2022$3.05-1,522,0002,075,000995,000735,000586,666773,3336,686,999
Options granted 10 May 2023 $4.09$4.091,706,000------1,706,000
Options converted$1.29---(288,332)---(288,332)
Options cancelled$3.84------(773,333)(773,333)
At 30 June 2023$3.281,706,0001,522,0002,075,000706,668735,000586,666-7,331,334
2023
$000’s
2022
$000’s
2021
$000’s
2020
$000’s
2019
$000’s
2018
$000’s
2017
$000’s
Fair value at grant date1,428700778508403407-
Exercise price$4.09$2.83$2.79$1.57$5.68$7.00-
Expiry date10 May 20297 April 20286 April 20271 April 20263 April 20253 April 20243 April 2023
The weighted average remaining contractual life of options at 30 June 2023 was 3.9 years (30 June 2022: 3.9 years).
The weighted average share price at the date of exercise of the options exercised during the year ended was $3.37 (2022: not applicable).
The exercise price payable for the 2022 and 2023 options will be calculated as the issue price less dividends paid for two years, plus a cost of equity adjustment for two years.
The fair value of the share transfer rights is calculated using the Binomial Option Pricing Model and is being amortised over the life of the share transfer rights. The 2023 expense
of $650k (2022: $423k) will accumulate in the employee share scheme reserve.
In arriving at the fair value of the share transfer rights under the Binomial Option Pricing Model the following inputs have been used:
20232022
Issue price$4.09$2.84
Forecast dividend yield over the life of the transfer rights3.60%4.50%
Risk f ree rate of interest over the exercise period of the share transfer rights4.73%2.48%
Volatility of Tourism Holdings Limited share price returns mid point32.50%32.50%
Cost of equity adjustment11.50%11.98%
OUR FINANCIAL STATEMENTS93
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
32. Share-based payments (continued)
Share scheme 2020
In the 2021 financial year the Group introduced an equity-settled, share-based
short-term retention plan in lieu of the cash based short-term incentive scheme
for employees that are eligible per the terms of their employment.
Under the 2020 Scheme, the Group receives services from employees as
consideration for (a) Share Options to purchase ordinary shares of Tourism
Holdings Limited at a pre-determined exercise price, and/or (b) Share Rights
that can be exercised for the issue of ordinary shares of Tourism Holdings
Limited, with no exercise price. The fair value of the employee services received
in exchange for the grant of the Share Options and Share Rights is recognised as
an expense in the income statement, with a corresponding increase in equity.
The total amount to be expensed is determined by reference to the fair value of the
Share Options and Share Rights granted. Amounts accumulated in the employee
share scheme reserve are transferred to share capital on the exercise of the Share
Options and Share Rights, or to retained earnings where they are forfeited or not
exercised after the vesting date. At the end of each reporting period, the Group
revises its estimate of the number of Share Options and Share Rights that are
expected to vest based on the non-market vesting conditions. It recognises
the impact of the revision to original estimates, if any, in the income statement,
with a corresponding adjustment to the employee share scheme reserve.
The terms of the 2020 Scheme are contained in a document entitled the ‘Tourism Holdings
Short-term Incentive Scheme 2020’ (Scheme 2020):
1. Share Options to purchase ordinary shares, and Share Rights that can be exercised
for the issue of ordinary shares, are issued to eligible employees by the Board.
2. The Share Option price is equal to the volume weighted average price of Tourism
Holdings Limited ordinary shares over the 20 trading days leading up to the date on
which the offer is provided.
3. 50% of the Share Options and Share Rights vest 12 months after the grant date, and
the remaining 50% vest 24 months after the grant date. After the Share Options and
Share Rights have vested, they can be exercised by the employee by giving notice to
the Group.
4. The Share Rights lapse if not exercised by the employee by the latter of:
(a) sixty (60) days after the applicable vesting date; and
(b) the end of the calendar year in which the vesting date occurred.
The Share Options lapse if not exercised by the employee within six years of the grant date.
5. The exercise price payable by the employee for the Share Rights is nil. The exercise
price payable by the employee for the Share Options is the option price.
6. The participants holding Share Rights and Share Options have no interest in the
ordinary shares that are the subject of the Share Options or Share Rights, until
the Share Options or Share Rights are exercised and ordinary shares issued.
7. A valuation of the Share Options for accounting purposes is done by KPMG using
the Binomial Option Pricing Model. The assessed value is charged to the income
statement over the life of the option with a corresponding credit to the employee
share scheme reserve.
OUR FINANCIAL STATEMENTS94
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
32. Share-based payments (continued)
Movements in share rights granted under the 2020 scheme are as follows:
Grant dateIssue Price*
2022
Grant
2021
Grant
Total
Rights
Opening Balance-939,630939,630
Rights granted5 July 2021$2.55884,835-884,835
Rights converted-(469,834)(469,834)
Rights cancelled(43,802)(19,559)(63,361)
As at 30 June 2022841,033450,2371,291,270
Rights converted(466,544)(450,237)(916,781)
Rights cancelled(23,726)-(23,726)
At 30 June 2023350,763-350,763
* This is also the fair value per right at grant date.
The 2023 expense of $505k (2022: $1,115k) will accumulate in the employee share
scheme reserve. The remaining rights of 350,763 were all converted and or cancelled in
July 2023.
Movements in share options granted under the 2020 scheme are as follows:
Grant
date
Average
exercise
price
Issue
Price
2022
Grant
2021
Grant
Total
Options
Opening Balance-672,835672,835
Options granted5 July 2021$2.55$2.55796,232-796,232
Options converted$2.05-(93,982)(93,982)
Options cancelled$2.00-(17,314)(17,314)
At 30 June 2022$2.33796,232561,5391,357,771
Options granted---
Options converted$2.13(57,624)(187,405)(245,029)
Options cancelled$2.55(11,108)-(11,108)
At 30 June 2023$2.37727,500374,1341,101,634
2022
000’s
2021
000’s
Fair value at grant date*533414
Exercise price per option $2.55$2.01
* - 2022 Grant: 727,500 options expire on 5 July 2027
- 2021 Grant: 76,668 options expire on 13 September 2026
- 2021 Grant: 297,466 options expire on 5 July 2026
The share options will lapse within 4 years if not exercised by the employee by 5 July 2027.
The weighted average share price at the date of exercise of the options exercised during
the year ended was $3.21 (2022: $2.97).
The 2023 expense of $117k (2022: $380k) will accumulate in the executive share
scheme reserve.
In arriving at the fair value of the share transfer rights under the Binomial Option Pricing
Model the following inputs have been used:
20232022
Risk f ree rate of interest over the exercise period of the share
transfer rights4.73% 2.48%
Volatility of Tourism Holdings Limited share price returns
mid point32.50%32.50%
OUR FINANCIAL STATEMENTS95
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
33. Reconciliation of net profit/(loss) after tax with cash flows
f rom operating activities
In accordance with NZ IAS 7 the Group classifies cash flows from the sale and
purchase of rental assets as operating cash flows. Where the timing of receipts
and payments is of a short-term nature, the cash flows are presented on a
net basis.
Notes
2023
$000’s
2022
$000’s
Net profit/(loss) after tax49,858(2,119)
Plus/(less) non-cash items:
Depreciation of property, plant and equipment
1149,86734,739
Depreciation of right-of-use assets
1217,2649,967
Amortisation of fixed term intangibles2,4751,850
Amortisation of executive share scheme
321,2263,038
Movement in deferred taxation5,0855,008
Decrease in provision for doubtful debts91(883)
Interest(712)264
Impairment of goodwill and assets-1,135
Share of (profit) f rom joint venture and associates(812)(1,105)
Non-cash Directors' remuneration49128
Fair value (gain)/loss on financial assets at FVPL(5,106)(282)
Accounting gain on mighway & SHAREaCAMPER sale-(5,381)
Loan forgiveness - Other borrowings-2,267
Total non-cash items69,42750,745
Notes
2023
$000’s
2022
$000’s
Plus/(less) items classified as investing activities:
Net loss on sale of property, plant and equipment(10,429)192
Net gain recognised in relation to the Togo sale-(1,326)
Total items classified as investing activities(10,429)(1,134)
Reclassification of cash flows associated with
rental assets
Net book value of rental assets sold124,130120,596
Purchase of rental assets(312,082)(164,465)
Total cash flows associated with rental assets(187,952)(43,869)
Trading cash flow(79,096)3,623
Plus/(less) movements in working capital:
(Decrease)/increase in trade payables excluding
rental assets7,697(9,452)
(Decrease)/increase in revenue received in advance25,27012,081
(Decrease)/increase in provision for taxation16,705(9,255)
(Decrease)/increase in employee benefits3,061705
(Increase)/decrease in trade and other receivables(14,119)618
(Increase)/decrease in inventories(20,945)(19,939)
Total movements in working capital17,669(25,242)
Net cash flows used in operating activities(61,427)(21,619)
OUR FINANCIAL STATEMENTS96
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
33. Reconciliation of net profit/(loss) after tax with cash flows f rom
operating activities (continued)
Net debt reconciliation
This section sets out an analysis of net debt and the movements in the net debt.
2023
$000’s
2022
$000’s
Cash and cash equivalents76,79438,816
Total cash and cash equivalents76,79438,816
Borrowings, short-term(111,225)-
Borrowings, long-term(250,715)(97,298)
Lease liabilities, short-term(20,703)(9,898)
Lease liabilities, long-term(139,226)(72,721)
Net debt(445,075)(141,101)
Cash and cash equivalents76,79438,816
Gross debt(521,869)(179,917)
Net debt(445,075)(141,101)
Cash and cash equivalents includes cash on hand, cheques, deposits held at call with
financial institutions and bank overdrafts.
There is no restricted cash as at 30 June 2023 (2022: nil).
AssetsLiabilities from financing activities
Cash/bank
overdraft
$000’s
Borrowings due
within one year
$000’s
Borrowings due
after one year
$000’s
Total
$000’s
Balance at 1 July 202138,087 (8,912) (151,138) (121,963)
Cash flow(2,354)125 (12,899) (15,128)
Foreign exchange
adjustment3,083 158 2,102 5,343
Non-cash movement -
lease liabilities - 769 (10,122) (9,353)
Net debt at 30 June 2022 38,816 (7,860) (172,057) (141,101)
Balance at 1 July 2022 38,816 (7,860) (172,057) (141,101)
Cash flow35,780 - (16,868) 18,912
Foreign exchange
adjustment2,198 (2,038) (1,746) (1,586)
Non-cash movement -
Apollo and Just go step
acquisition - (111,225) (132,765) (243,990)
Non-cash movement -
lease liabilities - (10,805) (66,505) (77,310)
Net debt at 30 June 2023 76,794 (131,928) (389,941)(445,075)
OUR FINANCIAL STATEMENTS97
thl INTEGRATED ANNUAL REPORT 2023
Notes to the consolidated financial statements (continued)
34. Deferred income tax
Deferred income tax assets are recognised for tax loss carry-forward to the extent that
the realisation of the related tax benefit through future taxable profits is probable.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current liabilities and
when the deferred income tax relates to the same fiscal authority.
The gross movement on the deferred income tax account is as follows:
2023
$000’s
2022
$000’s
Beginning of the year 16,077 9,032
Balance recognised and assumed f rom
business combinations* 18,482 -
Income statement charge - intangible (207) -
Income statement charge - provision (4,901) 620
Income statement charge - property, plant and equipment 13,280 15,907
Tax losses (6,215) (12,254)
Tax charged to equity (333) 2,115
Other 804 657
End of the year36,98716,077
2023
$000’s
2022
$000’s
Amounts recognised in income statement
Provisions (13,048) (3,849)
Prepayment 1,111 133
Property, plant and equipment 92,536 54,836
Intangibles 5,967 -
Tax losses* (45,843) (33,845)
Leases (4,006) (2,405)
Other - Kiwi Experience reclassified to asset held for sale - 207
Amounts recognised directly in equity
Derivative financial instruments and share-based payments 270 1,000
Net deferred tax liability36,98716,077
2023
$000’s
2022
$000’s
Deferred tax liabilities 36,987 16,077
Net deferred tax liability 36,987 16,077
* Balances recognised and assumed from business combinations from Just go and Apollo were $2.3 millon and $16.2 millon
respectively (note 17 and 18).
35. Changes in accounting policies and disclosures
Issued standards, not yet effective
In May 2023 New Zealand Accounting Standards Board released an amendment to NZ IAS
1 Presentation of Financial Statements that is effective for the accounting period that
begins on or after 1 January 2024. The amendment applies to the reporting and
classification of liabilities containing covenants. This amendment has not been early
adopted and the potential impact has not yet been assessed.
36. Contingencies
As at 30 June 2023 the Group has bank guarantees of $4.1 million in place
(2022: $1.8 million). Predominantly these are in lieu of bonds paid relating to leased assets.
37. Events after the reporting period
On 28 August 2023, the Directors approved a fully imputed, partially franked dividend of
15 cents per share payable on 29 September 2023.
There are no other events after the reporting period which materially affect the
information within the consolidated financial statements.
OUR FINANCIAL STATEMENTS98thl INTEGRATED ANNUAL REPORT 2023
Independent auditor’s report
Our opinion
In our opinion, the accompanying consolidated financial statements of Tourism Holdings
Limited (the Company), including its subsidiaries (the Group), present fairly, in all material
respects, the financial position of the Group as at 30 June 2023, its financial performance
and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial
Reporting Standards (IFRS).
What we have audited
The Group’s consolidated financial statements comprise:
• the consolidated statement of financial position as at 30 June 2023;
• the consolidated income statement for the year then ended;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, which include significant
accounting policies and other explanatory information
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New
Zealand) (ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit
of the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
To the shareholders of Tourism Holdings Limited
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing
and Assurance Standards Board and the International Code of Ethics for Professional
Accountants (including International Independence Standards) issued by the
International Ethics Standards Board for Accountants (IESBA Code), and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other agreed upon procedure services for the Group in respect of:
the financial information of a subsidiary for the purpose of reporting to one of the Group’s
financiers and the Group’s compliance with banking covenants. In addition, certain
partners and employees of our firm and of the component auditors may deal with the
Group on normal terms within the ordinary course of trading activities of the Group.
A component auditor also completed an agreed upon procedure engagement in respect
of the results of a component for the period prior to acquisition by the Group and other
tax compliance services.
The provision of these other services and relationships have not impaired our
independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current year.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
99
thl INTEGRATED ANNUAL REPORT 2023
Independent auditor’s report
Independent auditor’s report
Description of the key audit matter
Accounting for the acquisition of Apollo Tourism
& Leisure Ltd (Apollo)
The Group acquired Apollo on 30 November 2022 through an
Australian Scheme of Arrangement (the Scheme) as disclosed in
Note 18 Acquisition of Apollo Tourism & Leisure Ltd.
We consider this acquisition to be a key audit matter due to the
significance of this transaction to the Group, the importance of
this matter to the understanding of the financial statements as a
whole and the extent of our audit effort in this area.
The purchase consideration was valued at $213.9m, 99.5% of which
is the value of thl shares issued to Apollo shareholders and the
remainder being the value of Apollo shares previously held by thl.
As a result of the acquisition, the Group acquired total assets of
$458.5 million, total liabilities of $346.4 million and provisional
goodwill of $101.8 million. The fair value of intangible assets arising
from the acquisition and deferred tax have been determined on a
provisional basis. Therefore the goodwill also remains provisional
and has yet to be allocated to the cash generating units. These will
be completed within 12 months from the acquisition date.
How our audit addressed the key audit matter
We read the relevant documents such as the Scheme
Implementation Deed, Scheme of Arrangement and
Deed Poll to understand the key terms and conditions
of the acquisition. We also held discussions with
management to understand the acquisition, including
processes and controls implemented by management
in relation to the acquisition accounting.
We reviewed management’s accounting paper
outlining their assessment of:
• how this transaction meets a business acquisition in
accordance with the requirements of the standard;
• who and how the acquirer has been identified;
• how the acquisition date has been determined;
• the consideration;
• the basis of recognising and measuring the
identifiable assets acquired and the liabilities
assumed; and
• the qualitative factors that make up the provisional
goodwill recognised.
We challenged the assessments made by
management, as noted above, and obtained
appropriate supporting documentation, where we
determined it necessary.
In validating the fair value assigned to the shares
issued to Apollo shareholders as consideration, we
compared the price per share to the market share price
on acquisition date and recalculated the total value of
the shares issued as consideration.
In validating the fair value of the assets acquired and
the liabilities assumed at acquisition date, we
performed the following procedures, among others:
• on a sample basis, tested the opening book values
of the assets and liabilities, including verification of
the existence and condition of vehicles through
attendance at physical counts conducted by
management as close as practicable to the
acquisition date;
• gained an understanding of the valuation approach
and methodology undertaken, challenged key
assumptions used by management to measure the
fair value of assets and liabilities acquired, and for
such assets and liabilities wherein measurement
has been finalised, we tested material values on a
sample basis; and
• recalculated the provisional goodwill.
We reviewed and assessed the adequacy of the
disclosures made in the consolidated
financial statements.
Description of the key audit matter
Classification and presentation of borrowings from new and
amended funding arrangements
As a result of the Apollo acquisition, the Group renegotiated and
consolidated its banking facilities with new and existing financiers.
As at 30 June 2023, total borrowings were $361.9 million, which
comprises syndicated bank borrowings, asset or floor plan finance
and other loans as disclosed in Note 23 Interest bearing loans and
borrowings. The Group has total committed debt funding facilities
of $719.9 million from various financiers with different financial
covenant requirements.
There were a number of finance arrangements across the Group
that were new or renegotiated during the year.
We consider this a key audit matter because of the significance
of this change to the financing arrangements of the Group,
impacting the presentation of borrowings and the number of
arrangements that need to be monitored for covenant compliance.
How our audit addressed the key audit matter
We obtained an understanding of the controls
implemented by management over the process of
refinancing the Group’s debt and assessed whether
they were appropriately designed and implemented.
We read a sample of new and amended facility
arrangements, understood the terms and conditions,
including the covenant requirements and
undertakings.
In validating the borrowings reported at balance date,
on a sample basis, we agreed the amounts to
confirmations provided by various financiers and
assessed the appropriateness of the classification of
the borrowings between current and non-current in
accordance with the terms of the arrangements.
We obtained management’s assessment of covenant
compliance as of balance date, and on a sample basis,
tested the reliability of the data used to calculate the
covenants, and reperformed the covenant calculations
as at 30 June 2023.
We reviewed and assessed the adequacy of disclosures
made in the consolidated financial statements.
100
thl INTEGRATED ANNUAL REPORT 2023
Independent auditor’s report
Independent auditor’s report
Description of the key audit matter
Goodwill impairment assessment of United States Rentals
and UK/Europe Rentals
As disclosed in Note 16 Intangible assets, as at 30 June 2023, the
Group had $35 million of goodwill relating to the United States
Rentals cash generating unit (CGU) and $12 million of goodwill
relating to the UK/Europe Rentals (Just go) CGU, a recently
completed business step acquisition.
The Group performs an impairment assessment annually, or more
frequently if events or circumstances indicate that the carrying
value may be impaired. An impairment loss is recognised if the
carrying amount of the CGU, to which the goodwill relates, exceeds
its recoverable amount. The recoverable amount was based on a
value in use method using a discounted cash flow model.
Significant assumptions used by management in the discounted
cash flow model included the following:
• discount rate;
• terminal growth rate;
• yield;
• vehicle sales margin.
No impairment was recognised as a result of the 30 June 2023
impairment test.
The impairment assessment was a key focus area of our audit due
to the inherent judgement in assessing impairments and the
subjectivity in the assumptions applied by management and the
Board in their discounted cash flow models.
How our audit addressed the key audit matter
We obtained an understanding of the controls
implemented by management over the impairment
assessments and considered whether they were
appropriately designed and implemented.
In considering the impairment assessments for each
CGU, we performed the following:
• obtained the Group’s impairment assessment and
model and held discussions with management to
understand:
.the Group’s strategy;
.the current performance of each CGU and the
forecasts; and
.the basis for determining the key assumptions
used in the impairment models.
• considered whether the methodology applied was
appropriate and tested the mathematical accuracy
of the impairment models;
• for United States Rentals, compared the actual
results to forecast performance for the past three
financial years, understood reasons for deviations,
analysed key trends and considered the impact on
our assessment of forecast earnings including
sensitivities, as relevant;
• for UK/Europe Rentals, compared the actual nine
month results to forecast performance used in the
enterprise value analysis at the time of acquisition,
analysed key trends and considered the impact on
our assessment of forecast earnings including
sensitivities, as relevant;
• considered the actual results for the month of July
2023 against forecast; and
• engaged our auditor’s valuation expert to:
.assess the valuation methodology underlying the
impairment analysis including the mechanical
calculation of the impairment models; and
.assess the reasonableness of the discount rate,
terminal value methodology and assumptions for
each assessment.
We assessed the adequacy of disclosures, including
the sensitivity analysis, in the consolidated
financial statements.
101
thl INTEGRATED ANNUAL REPORT 2023
Independent auditor’s report
Independent auditor’s report
Description of the key audit matter
Residual values and depreciation rates for motorhomes
The Group generates revenue from motorhomes through rental
revenue and the sale of motorhomes from its ex-rental fleet that
have been reclassified to inventory.
As disclosed in Note 11 Property, plant and equipment, the net
book value of motorhomes at 30 June 2023 was $623.7 million,
after $44.8 million of depreciation charged for the year. The total
net book value of motorhomes reclassified to inventory at balance
date was $33.5 million. As disclosed in Note 2 Revenue, the Group
sold motorhomes during the year for $356.9 million with cost of
sales of $257.7 million.
The method of estimating the depreciation rate, which includes an
estimation of residual values, is detailed in Note 11.
The estimation of an appropriate depreciation rate for
motorhomes directly affects both depreciation expense and the
net book value of ex-rental fleet reclassified to inventory, and can
therefore have a significant impact on both the current and future
profit of the Group. This is why we have given this area specific
audit focus and attention.
How our audit addressed the key audit matter
We obtained an understanding of the controls
implemented by management over their review of
residual values and depreciation rates and assessed
whether they were appropriately designed
and implemented.
We performed the following audit procedures to
assess the judgements made by management in
determining the residual values and depreciation rates
for motorhomes:
• updated our understanding of the relevant business
processes and management’s annual assessment of
motorhomes’ residual values and depreciation rates;
• considered whether the methodology applied and
data used were consistent with the prior period;
• tested the mathematical accuracy of the
calculations supporting management’s analysis;
• for a sample of motorhomes sold during the year,
tested the sales proceeds and the carrying amount
(i.e. the depreciated net book value at time of sale);
• compared the actual sales margin and depreciation
rates achieved during the year to historical and
forecasted results. Where actual results deviate
from historical and/or forecasted results, we
understood the underlying reasons and considered
the potential impact on current and future
depreciation rates;
• assessed whether depreciation rates applied were
consistent with the accounting policy and tested
the depreciation charge for reasonableness; and
• considered whether any bias was evident.
We assessed the adequacy of disclosures, including
the sensitivity analysis, in the consolidated
financial statements.
102
thl INTEGRATED ANNUAL REPORT 2023
Independent auditor’s report
Independent auditor’s report
Our audit approach
Overview
Overall group materiality: $6,700,000, which represents
approximately 1% of total revenue.
We chose total revenue because, in our view, it is a more stable
benchmark given that it is less impacted by any one-off items
as a result of the acquisition of Apollo during the year. Revenue
is also a commonly used performance measure and is a
generally accepted benchmark.
We identified subsidiaries and divisions that, due to their
significant financial contribution to the Group’s overall results,
required a full-scope audit. In addition, we performed specific
audit procedures on certain balances and transactions of
certain subsidiaries and divisions. Audits of each subsidiary or
division are performed at a materiality level calculated with
reference to a proportion of the Group materiality relative to
the financial significance of that subsidiary or division.
As reported above, we have four key audit matters, being:
• Accounting for the acquisition of Apollo Tourism & Leisure Ltd (Apollo)
• Classification and presentation of borrowings from new and amended
funding arrangements
• Goodwill impairment assessment of United States Rentals and UK/Europe Rentals
• Residual values and depreciation rates for motorhomes
As part of designing our audit, we determined materiality and assessed the risks of
material misstatement in the consolidated financial statements. In particular, we
considered where management made subjective judgements; for example, in respect of
significant accounting estimates that involved making assumptions and considering
future events that are inherently uncertain. As in all of our audits, we also addressed the
risk of management override of internal controls, including among other matters,
consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is
designed to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement. Misstatements may arise due to fraud or
error. They are considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of the
consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for
materiality, including the overall Group materiality for the consolidated financial
statements as a whole as set out above. These, together with qualitative considerations,
helped us to determine the scope of our audit, the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both individually and in
aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to
provide an opinion on the consolidated financial statements as a whole, taking into
account the structure of the Group, the accounting processes and controls, and the
industry in which the Group operates.
In establishing the overall approach to the group audit, we determined the type of work
that needed to be performed by us, as the group engagement team, or component
auditors from other networks operating under our instruction. Where the work was
performed by component auditors, we determined the level of involvement we needed to
have in the audit work at those components to be able to conclude whether sufficient
appropriate audit evidence had been obtained as a basis for our opinion on the
consolidated financial statements as a whole.
Other information
The Directors are responsible for the other information. The other information comprises
the information included in the Annual Report, but does not include the consolidated
financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other
information and we do not express any form of audit opinion or assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is
to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If, based on the
work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
103
thl INTEGRATED ANNUAL REPORT 2023
Independent auditor’s report
Independent auditor’s report
Responsibilities of the Directors for the consolidated
financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair
presentation of the consolidated financial statements in accordance with NZ IFRS and
IFRS, and for such internal control as the Directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Group or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements, as a whole, are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial
statements is located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has
been undertaken so that we might state those matters which we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s shareholders, as a body, for our audit work, for this report or for the opinions
we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is
Karen Shires.
For and on behalf of:
Chartered Accountants
Auckland
28 August 2023
104
thl INTEGRATED ANNUAL REPORT 2023
Independent auditor’s report
Corporate Governance
Tourism Holdings Limited (‘thl’) operates under a set of corporate governance principles
designed to ensure that thl is effectively managed. The Board is committed to the
continued development of thl’s corporate governance practices by reviewing and
developing its corporate governance policies and monitoring developments to keep
abreast of corporate governance best practice.
thl’s corporate governance framework includes:
• The constitution of thl, which describes the ‘rules’ under which the Company operates,
including issue and other share transactions, distributions, shareholder meetings,
Director appointment, remuneration and powers, and the conduct of Board and
shareholder meetings.
• The Board Charter and sub-committee charters, which set out the roles and
responsibilities of the Directors.
• The Code of Ethics, which outlines the standards of ethical behaviour expected of
Directors, staff and contractors.
• The Market Disclosure Policy, which outlines the policy around disclosure of
company information, including the commitment to compliance with continuous
disclosure requirements.
• The Securities Trading Policy, which outlines policy and guidelines around trading in
thl securities by Directors, officers and staff.
• The Diversity Policy, which outlines the commitment to diversity in Board, Executive
and staff appointments.
• The Delegated Authority Policy, which outlines the delegation of authority by
the Board to management, and the authorisation levels at which Board approval
is required.
thl’s governance practices have been reviewed against the recommendations of the
NZX Corporate Governance Code, dated 1 April 2023 (‘Code’). The Board considers that the
thl governance framework and practices for the year ended 30 June 2023 are in
compliance with the recommendations of the Code. The information in this Governance
Report is current as at 29 August 2023 and has been approved by the thl Board.
thl’s corporate governance policies and charters are available on its website at
www.thlonline.com and have been updated on 29 August 2023 to reflect the new NZX
Corporate Governance Code.
CORPORATE GOVERNANCE105
thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
Principle 1 – Ethical standards
“Directors should set high standards of ethical behaviour, model this behaviour and
hold management accountable for these standards being followed throughout
the organisation.”
thl is committed to being a good corporate citizen. The Company expects Directors,
employees and contractors to practise high ethical standards in the performance of their
duties, to comply with all applicable laws and regulations, cooperate with all regulatory
bodies and Government agencies, and use Company assets and resources only for the
legitimate and ethical achievement of its objectives.
thl has adopted a Code of Ethics which applies to all Directors, employees and contractors
of thl to ensure it maintains such high ethical standards and reinforces thl’s commitment
to the community. The Code of Ethics addresses the areas of ethical business practices,
insider trading, conflicts of interest and use of Company property, amongst other matters.
The thl Code of Ethics is available at www.thlonline.com. thl undertakes annual ethics
training for leaders in the business with the most recent round completed in August 2023.
Securities Trading Policy
thl has in place a formal Securities Trading Policy and guidelines which applies to all
Directors, officers and employees of thl and its subsidiaries who intend to trade in thl
listed securities.
All individuals defined as “restricted persons” under that policy must notify thl of their
intention to trade and obtain approval from the Board before trading in thl’s shares. No
trading in shares is permitted in ‘blackout periods’ from 1 June each year until 48 hours
after the release of the full year results and from 1 December each year until 48 hours after
the release of the half year results, except in exceptional circumstances. In the year ending
30 June 2023, consent was provided to Luke Trouchet and Grant Webster in early
December 2022, immediately following the completion of the acquisition of Apollo
Tourism & Leisure Ltd by thl. Trading was restricted for all restricted persons during the
entire merger process, and permission to trade was granted in this instance due to the
timing being early in the blackout period and a Scheme Booklet and cleansing notice
having recently been undertaken.
Trading is permitted outside the blackout periods, provided the restricted person
confirms that they do not hold any material information and that they are not aware of any
reason that would prohibit them from trading. Any trading must be completed within 10
trading days of approval being given. Restricted persons are defined in the policy as:
• all Directors;
• the Chief Executive Officer (CEO);
• all members of the senior management team (being the C-suite executives, General
Managers and equivalent roles) and their direct reports;
• the administrative staff of the senior management team;
• all employees in the finance department;
• trusts and companies controlled by such persons;
• anyone notified by the CFO from time to time; and
• anyone participating in the Long-Term Incentive Scheme.
The thl Securities Trading Policy is available at www.thlonline.com.
CORPORATE GOVERNANCE106
thl INTEGRATED ANNUAL REPORT 2023
Principle 2 – Board composition and performance
“To ensure an effective Board, there should be a balance of independence, skills,
knowledge, experience and perspectives.”
Board skills and expertise
thl’s Board is comprised of Directors who have a mix of skills, knowledge, experience and
diversity to adequately meet and discharge its responsibilities and to add value to the
Company through efficient and effective governance and leadership. The current
Directors have a varied and balanced mix of skills, including extensive operational
experience, knowledge of the tourism industry, as well as extensive experience in capital
markets, growth and global transactions.
The Board skills matrix table outlines the key skills that are considered most relevant to
effectively fulfilling the Board’s current objectives.
KEY:
VERY STRONGSTRONGSOLIDSOME GAPS
This key represents the assessment of the strength of the skills and experience of the
Board as a whole. Individual Director profiles are set out in the Board of Directors section.
Corporate governance (continued)
For the year ended 30 June 2023
CAPABILITYRATING
Public company corporate governance experience
Financial governance and audit oversight including expertise in treasury and funding
Legal and regulatory expertise
RV & Tourism Industry Experience
Risk
HR/People leadership including executive remuneration
Experience in development, innovation and execution of growth and change strategy
Investment banking, capital markets and M&A transaction experience
Manufacturing
Business leadership experience in international markets
CEO experience
Health and safety governance/management experience
Community & Iwi/First Nations engagement
Roles and Responsibilities of the Board
The Board is committed to managing thl in an ethical and professional manner, and in the
best interests of the Company and its shareholders. thl has a Board Charter, available on
its website, which amongst other matters sets out the specific responsibilities of the
Board, including the following:
• Oversight of thl, including its control and accountability procedures and systems;
• Appointment, performance and removal of the Chief Executive Officer;
• Confirmation of the appointment and removal of the senior executives (being the
C-Suite executives, General Managers and equivalent roles);
• Setting the remuneration of the Chief Executive Officer and Chief Financial Officer,
approval of the remuneration of the senior executives, and the adoption of thl’s
remuneration policy;
CORPORATE GOVERNANCE107thl INTEGRATED ANNUAL REPORT 2023
• Overseeing the development, adoption and communication of the corporate strategy
and objectives and oversight of the adequacy of thl’s resources required to achieve the
strategic objectives;
• Approval of and monitoring of actual results against the annual business plan and
budget (including the capital expenditure plan);
• Approval and monitoring of the progress of capital expenditures, capital management
initiatives, and acquisitions and divestments;
• Overseeing accounting and reporting systems and thl’s compliance with its
continuous disclosure obligations;
• Approval of the annual and half-year financial statements;
• Setting measurable objectives for achieving diversity with the organisation; and
• Ensuring that thl has in place the appropriate protocols to be followed in the case
of a takeover offer.
Management is responsible for implementing the strategic objectives set by the Board.
The Board maintains a formal set of delegated authorities (including a Delegated
Authorities Policy) clearly defining responsibilities delegated to management and those
retained by the Board. The Delegated Authorities Policy is approved by the Board and is
subject to annual review by the Board.
Board performance evaluation and training
On an annual basis the Chair conducts a review of Board performance. A review using
an independent external facilitator is conducted bi-annually. Board Committees review
performance against their Charters on an annual basis. The Remuneration and
Nomination Committee is responsible for ensuring Directors remain up to date
with relevant training.
Director appointment and nomination
The policy for appointment and retirement of Directors is contained within thl’s
constitution and Board Charter. In accordance with the NZX Listing Rules, Directors
must not hold office (without re-election) past the third Annual Meeting following
their appointment or three years, whichever is longer.
Cathy Quinn and Gráinne Troute shall retire by rotation at the 2023 Annual Meeting and,
being eligible, will offer themselves for re-election. Additionally, having been appointed by
the Board since the 2022 Annual Meeting, each of Robert Baker, Sophie Mitchell, Grant
Webster and Luke Trouchet shall retire at the 2023 Annual Meeting, and, being eligible,
will offer themselves for re-election.
The process for the nomination of Directors is set out in the Remuneration and
Nomination Committee Charter. The Remuneration and Nomination Committee is
responsible for identifying and assessing the necessary and desirable competencies and
characteristics for Board membership and maintaining a skills matrix setting out the mix
of skills and diversity that the Board currently has or is looking to achieve in its
membership.
Corporate governance (continued)
For the year ended 30 June 2023
thl has entered into a written agreement with each of its Directors setting out the terms
of their appointment. thl’s terms of appointment for Directors is set out at Schedule 1 of
the thl Board Charter.
The thl Board Charter is available at www.thlonline.com.
Director independence
The criteria to determine whether Directors are independent is set out in the Board
Charter. All the Directors holding office on 30 June 2023, with the exception of Executive
Directors Grant Webster and Luke Trouchet, are considered to be independent.
Directors are required to inform the Board of any relevant information that may impact
independence. The Remuneration and Nomination Committee reviews the independence
of Directors on behalf of the Board.
Board Diversity Policy
The thl Diversity Policy endorses and supports diversity in Board, Executive and staff
appointments, encompassing differences including but not limited to gender, ethnicity,
race, marital status, sexual orientation, age, employment status, religious belief, ethical
belief or political opinion. When making appointments, the Board and management are
committed to considering diversity as well as the mix of skills and experience needed to
expand the perspective and capability of the Board and the management team as
a whole.
The thl Diversity Policy is available at www.thlonline.com. It requires the Board to
consider the diversity position of thl annually and whether to set any measurable
objectives, which may be numerical and non-numerical. Information regarding thl’s
current female representation and Board approved gender objectives can be found on
page 32. A broader understanding of diversity is required within the company and the
approach will be considered in FY24 as part of a review of our approach to diversity,
equality and inclusion. Diversity is considered in several thl future-fit goals within our
Thrive sustainability programme which aims to support our crew, building a healthy
culture and cultural capability across thl globally.
The Board considers that it currently has the appropriate mix of skills, experience
and diversity to fulfil its responsibilities under the NZX Listing Rules and the thl
Diversity Policy.
Principle 3 – Board Committees
“The Board should use Committees where this will enhance its effectiveness in key areas,
while still retaining Board responsibility.”
There are four standing Committees described below, each of which operates under
a written charter. The performance of the standing Committees is reviewed annually
against the Charters.
Each Committee is authorised to deal with matters as set out in its Charter or falling
within its mandate. Where the Board has delegated decision-making authority to a
CORPORATE GOVERNANCE108thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
Committee, that Committee is entitled to make decisions on such matters, otherwise
the Committee is to submit recommendations to the Board for consideration. From time
to time, the Board delegates specific matters to the appropriate Committee in order to
ensure that a detailed review and analysis is undertaken. The Committee then reports
back to the Board regarding their findings and recommendations.
The Audit and Risk Committee
The Audit and Risk Committee is comprised solely of Non-Executive Directors of the
Board, a majority of whom must be independent Directors. The Chair of the Audit and
Risk Committee must not be the Chair of the Board and must be an independent Director.
The Committee meets a minimum of three times each year. The Audit and Risk
Committee has oversight of, and assists the Board to fulfil its responsibilities in the areas
of financial reporting, audit functions, and financial and strategic risk management and
control. thl employees are able to attend Audit and Risk Committee meetings from time
to time by invitation from the Committee.
The Audit and Risk Committee oversees thl’s internal audit work programme based on
thl’s risk management framework. An internal audit work plan is developed each year,
with internal audit assignments completed by the internal finance function, with external
support as required.
The current composition of the Audit and Risk Committee is Rob Hamilton (Chair),
Cathy Quinn, Robert Baker and Sophie Mitchell.
The thl Audit and Risk Committee Charter is available at www.thlonline.com.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is comprised of at least three Non-
Executive Directors of the Board, a majority of whom must be independent Directors.
The Committee meets a minimum of two times each year. The Remuneration and
Nomination Committee supports the Board on matters relating to human resources
and remuneration. It assesses the role and responsibilities, composition, training and
membership requirements and remuneration for the Board, including recommendations
for the appointment and removal of Directors.
The current composition of the Remuneration and Nomination Committee is Gráinne
Troute (Chair), Cathy Quinn, Rob Hamilton and Sophie Mitchell. Management may
attend meetings of the Remuneration and Nomination Committee by invitation only.
The thl Remuneration and Nomination Committee Charter is available at
www.thlonline.com.
Market Disclosure Committee
The Market Disclosure Committee is comprised of Cathy Quinn, Rob Hamilton and Sophie
Mitchell. Also in attendance are Grant Webster (Chief Executive Officer), Luke Trouchet
(Executive Director) and Nick Judd (Chief Financial Officer). The Committee monitors
compliance with the Group’s Market Disclosure Policy which covers compliance with
NZX Listing Rules, ASX Listing Rules (to the extent applicable), the Companies Act 1993,
the Financial Markets Conduct Act 2013 and other guidelines issued by the Financial
Markets Authority and the NZX.
The Committee meets if required outside of normal Board meetings to approve
market disclosures.
The thl Market Disclosure Policy, which also sets out the roles and responsibilities of
the Market Disclosure Committee, is available at www.thlonline.com.
Health, Safety and Sustainability Committee
The Health, Safety and Sustainability Committee is comprised of at least two Non-
Executive Directors of the Board. The current composition of the Health, Safety and
Sustainability Committee is Debbie Birch(Chair), Gráinne Troute, Cathy Quinn and
Robert Baker.
The Committee supports the Board and management on sustainability policies and
practices and employee health, safety and wellbeing matters. The Committee meets
a minimum of three times each year, as required.
The thl Health, Safety and Sustainability Committee Charter is available at
www.thlonline.com.
Other Committees
The thl Board establishes other temporary Committees from time to time when required
for a specific purpose.
This includes Committees for the governance of capital raising processes or for the
progression of acquisition opportunities. Membership of these Committees is assessed
on a case by case basis.
Takeover protocols
thl has a written protocol that describes the process to be followed in the event
of a takeover offer. The protocol includes the appointment of a sub-Committee of
independent Directors.
Principle 4 – Reporting and disclosure
“The Board should demand integrity in financial and non-financial reporting, and in the
timeliness and balance of corporate disclosures.”
The Board is committed to ensuring that shareholders and the market are provided with
complete and timely information about the activities of the business to allow proper
accountability between thl and shareholders, employees and other stakeholders. The
Board has overall responsibility for ensuring the integrity of thl’s reporting and disclosure.
CORPORATE GOVERNANCE109
thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
Continuous disclosure
thl’s obligations under the NZX Listing Rules require it to advise the market about any
material events promptly and without delay once the Company becomes aware of such
information. As an entity with a foreign exempt listing on ASX, such information is also
required to be released to ASX when released to NZX. The Board has in place a Market
Disclosure Policy in order to ensure that the Company is able to comply with its
continuous disclosure obligations.
The Market Disclosure Policy contains a procedure for the escalation of potential material
information to the Market Disclosure Committee, in order to allow the Committee to
determine whether the information is material and whether an announcement is required.
The Market Disclosure Policy is provided to all thl staff and is also available on
www.thlonline.com. Additionally, thl provides training regarding its continuous disclosure
obligations to all staff, sends annual reminders of thl’s Market Disclosure Policy and
information escalation procedures, and monitors compliance on an ongoing basis.
Financial reporting
The Audit and Risk Committee is responsible to the thl Board in relation to financial
reporting. It reviews the interim and annual financial statements and reports to the Board
regarding compliance with relevant laws and recognised accounting policies. It is also
responsible for ensuring that thl retains accurate financial and accounting records, and
that all financial reporting is done in an accurate and timely manner.
Non-financial reporting
thl has adopted the internationally recognised International Integrated Reporting <IR>
Framework in order to ensure its disclosure of non-financial reporting is balanced,
transparent, connected to the financial, social and environmental performance, and easily
comparable to other companies.
thl’s FY23 reporting of its carbon footprint is set out on page 38-39 and has been
independently verified by McHugh & Shaw Ltd.
Principle 5 – Remuneration
“The remuneration of Directors and Executives should be transparent, fair
and reasonable.”
thl is committed to a fair approach to remuneration which ensures alignment between
remuneration levels and business needs. A clear set of boundaries and process to guide
thl’s philosophy for remuneration has been set by the Remuneration and Nomination
Committee in the thl Remuneration Policy.
The thl Remuneration Policy is available on thl’s website at www.thlonline.com.
Director remuneration
The fees payable to Directors is set by the Board, usually with the advice of independent
consultants, in line with the thl Remuneration Policy. Director remuneration is to be
appropriate to the market and reflect the time commitment and responsibilities of
the role.
The remuneration packages for Executive Directors will include an appropriate balance of
fixed and performance-based remuneration. Executive Directors will not receive Director
remuneration benefits in addition to the Executive remuneration they receive as
employees of the Company.
The total fee pool approved by the shareholders for Director remuneration at the 2018
Annual Meeting is $750,000. The annual fees currently paid to Directors is $200,000 for
the Chairperson, $100,000 for each Director, plus $15,000 for the Chairperson of the Audit
and Risk Committee and $10,000 for the Chairperson of each other Committee. Total
Directors’ remuneration received, or due and receivable during the year ended 30 June
2023 is set out on page 114 in the Director remuneration note below.
thl also has in place a fixed share plan under which Directors may elect to receive ordinary
shares in thl in lieu of their Director fees (either in whole or in part). This share plan was
previously approved by thl shareholders.
CEO and Executive remuneration
Decisions concerning the remuneration of the CEO require approval from the Board,
usually on the recommendation of the Remuneration and Nomination Committee, unless
specifically delegated to that Committee. Decisions concerning the remuneration of any
other C-level positions, General Managers or similar require approval from the Chair of the
Remuneration and Nomination Committee and are subject to the oversight of the
Committee at least annually.
thl is committed to ensuring that its Executives are fairly and equitably remunerated, and
appropriately rewarded for excellent performance and achievement. In addition, thl uses a
remuneration structure to ensure that the interests of the CEO and Executive team are
aligned with the interests of shareholders.
The CEO and Executive remuneration generally consist of:
• a fixed base salary and allowances;
• annual performance-based cash incentives; and
• long-term equity-based incentives.
Fixed base salary
The fixed base salary of the CEO and Executive team is reviewed annually.
CORPORATE GOVERNANCE110
thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
Annual performance-based cash incentives
Annual performance-based cash incentives are normally linked to financial and
individual targets.
Historically, the CEO and CFO’s annual short-term incentives were based 90% on
Company financial performance (net profit after tax and return on funds employed)
and 10% on individual performance against specific targets (such as acquisitions and
investor relations).
For other Executives, the annual short-term incentives were based 40% on Company
financial performance, 25-30% on other financial targets and 30-35% on individual
performance against specific targets.
During the pandemic period (FY21 and FY22), the normal target-related annual cash
scheme was suspended and replaced with a share-based retention scheme, as the
ongoing uncertainty of trading conditions meant that no meaningful performance targets
could be set. The share scheme minimised cash expenditure, encouraged the retention of
key employees and aligned the interests of eligible senior staff with shareholders through
greater share ownership.
The FY23 STI targets for Executives were based solely on financial metrics due to the
merger. The H1 targets related to the budgeted NPAT goals of the respective thl and
Apollo entities. H2 targets related to a merged entity NPAT target linked to forecasts
established at the half year.
Assessments on the final payments to be made will be conducted by the non-Executive
Directors once the audited accounts are finalised. The STI based targets have been
accrued in the accounts assuming a 100% payout ratio.
From FY24, as thl returns to a more normal cycle, there has been a change in the annual
performance-based incentives. The participating Executives, which includes the CEO and
CFO, will be measured based on group financial performance targets (40 – 50%), business
performance targets (30 – 40%), health, safety and wellbeing targets (5 – 15%) and other
individualised targets (5 – 20%).
Long-term equity-based incentives
The thl LTI scheme is designed to align the interests of the Executives with those of the
shareholders. Executives are rewarded for long-term increases in shareholder value.
Executives are invited to participate in the long-term incentive plan by the Board on an
annual basis, and participating Executives are awarded share options at the discretion of
the Board. The awarding of options is based on a percentage of fixed remuneration, based
on a valuation of the options carried out each year by KPMG. Details of the schemes and
the status of options issued under the schemes is included in note 32 to the Financial
Statements.
Changes to Executive entitlements to annual performance-based incentives and
LTI scheme participation
Following a review by the Remuneration and Nomination Committee and an external
benchmarking process, for FY23, eligible Executives (including the CEO and CFO) were
offered to convert a 50% proportion of their annual performance-based cash incentive
entitlement into a fixed base salary entitlement, at a 75% buy-out rate. Eligible Executives
(not including the CEO and CFO) were also offered an increase in their percentage
entitlements to participate in the LTI scheme.
The purpose of these changes were:
• to increase the overall proportion of Executive remuneration tied to the LTI scheme,
which thl considers to be the form of remuneration that most effectively encourages
long-term value growth, employee retention and alignment of Executive and
shareholder interests; and
• to improve fixed base salary entitlements to better align the remuneration offered by
thl to market salary expectations.
Further detail regarding CEO remuneration for the year ended 30 June 2023 is set out in
the CEO remuneration note below.
Staff remuneration
Decisions concerning remuneration of other thl staff require approval on a “one-up” basis.
This means that no person may make decisions on the remuneration of any person
reporting to them without the approval of the person to whom they report.
The number of thl staff which received remuneration exceeding $100,000 in the year
ending 30 June 2023 is set out in the employee remuneration section.
Principle 6 – Risk management
“Directors should have a sound understanding of the material risks faced by the issuer
and how to manage them. The Board should regularly verify that the issuer has
appropriate processes that identify and manage potential and material risks.”
thl maintains an Enterprise Risk Management (ERM) framework for the identification,
assessment, monitoring and management of material risks to thl’s business. The thl
Board has ultimate responsibility for reviewing thl’s risk management framework,
however the ongoing oversight is delegated to the Audit and Risk Committee (ARC),
who reports to the Board in respect of potential issues or risks that require further
consideration and response.
Strategic risk management
A responsibility of the Audit and Risk Committee is to consider, assess and respond to
long-term strategic risks to thl’s business. This includes oversight and management of
CORPORATE GOVERNANCE111
thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
thl’s Risk Register and risk contingency plans. thl management maintains the material
Risk Register and reports to the ARC every second month on such risks, which conducts
a detailed review of all thl risks on a twice-yearly basis. Management monitors risks on
an ongoing basis to identify any new risks as well as any potential changes to the threat
posed to thl’s business from previously identified risks. Further information regarding
the key material risks to thl can be found from page 44 of this report.
Financial risk management
The Audit and Risk Committee is also responsible for ensuring that thl has appropriate
control and systems in place to manage any financial risks and to protect thl’s assets.
This involves reviewing thl’s risk management system, business policies and practices
and internal control framework. The Committee is also responsible for ensuring that thl
maintains insurance coverage which ensures that earnings are well protected from
potential adverse circumstances.
Health and safety
The Health, Safety and Sustainability Committee (HSSC) is responsible for monitoring
matters relating to occupational health and safety, and physical and mental wellbeing
of thl staff, and reports to the Board on such matters.
The Committee works with Management to identify and maintain a register of workplace
hazards, and to ensure that thl has in place and appropriately documents its health and
safety policies and procedures.
thl Management report to the Board on any health and safety incidents, including
implementation of responses to prevent further incidents, on a monthly basis.
thl Management report to the HSSC on progress on its global ‘future-fit’ sustainability
programme including Climate and Carbon and on the 23 goals of the Future-Fit
Business Benchmark.
Principle 7 – Auditors
“The Board should ensure the quality and independence of the external audit process.”
The Audit and Risk Committee is responsible for recommending the appointment and
removal of external auditors, ensuring their independence and regularly monitoring and
reviewing both internal and external audit practices. The Committee closely monitors thl’s
relationship with the external auditor, including:
• The rotation of the external auditor or lead partner and peer review partner at least
every five years;
• Obtaining confirmation of the auditor’s independence in writing; and
• Monitoring and approving any other services provided by the external auditor to thl
other than in its audit role, and
• monitoring total non-audit fees.
The Audit and Risk Committee Charter sets out the types of services which the external
auditor is prohibited from providing to thl in order to ensure that their ability to provide
audit services is not impaired and that they remain independent.
thl’s current external auditor is PwC New Zealand. PwC was re-appointed by shareholders
at the 2022 Annual Meeting. In accordance with thl’s Board Charter, PwC New Zealand will
attend the 2023 Annual Meeting and be available to answer questions about the conduct
of its audit and the preparation and content of its audit report.
Throughout the year, there is ongoing dialogue between the Audit and Risk Committee,
management and PwC in their role as external auditors. Additionally, PwC regularly
attend meetings of the Audit and Risk Committee at the invitation of that Committee
and have direct engagement with that Committee without management presence,
as appropriate.
thl has an internal audit function which is based on an annual plan prepared by
management, reflecting thl’s risk management framework. The Audit and Risk
Committee receives and reviews reports from the internal audit team, and is responsible
for ensuring that recommendations, actions and timelines for internal audits are agreed
and undertaken with management.
Principle 8 – Shareholder rights and relations
“The Board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with the issuer.”
Access to information
The Board aims to ensure that shareholders are able to access up-to-date information
regarding thl’s business and ongoing developments in an easy-to-access format. thl
makes available on its website a description of each of its businesses, historical interim
and annual reports and other shareholder communications, and key corporate
governance documents as required by the Code.
Shareholders have the option to receive communications from thl electronically by
electing to do so with thl’s share registrar, Link Market Services. thl encourages all
shareholders to opt in to receiving electronic communications where practical to
reduce waste.
A brief biography of each of thl’s Directors and key members of the Executive team
is available on thl’s website.
Annual Meetings
The Board encourages all shareholders and stakeholders to attend its Annual Meetings.
It aims for all Annual Meetings to be attended by all Directors as well as the CEO, the CFO
and the Deputy CFO, and to ensure that they are available for questions from
shareholders. Notice of the Annual Meeting is communicated to shareholders (including
by being posted on thl’s website) as soon as possible, with at least 20 working days prior
notice being given in accordance with the NZX Corporate Governance Code.
CORPORATE GOVERNANCE112
thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
The 2022 Annual Meeting was held as a hybrid meeting, with all shareholders being able
to either attend physically or via live-stream and submit questions online. Where an
Annual Meeting is held physically, thl also provides the option to live-stream the Annual
Meeting for those shareholders that are unable to attend in person. Shareholders
attending via the live-stream have the ability to submit questions online. A recording
of each Annual Meeting is subsequently made available on the thl website.
Board composition
thl’s constitution allows no less than three and up to 10 Directors. As at 30 June 2023,
the Board of Directors comprised eight Directors, being six Non-Executive Directors,
and two Executive Directors.
DirectorRolesDirector SinceIndependence
Cathy QuinnBoard Chair, Member Health, Safety
and Sustainability Committee,
Member Audit and Risk Committee,
Chair Market Disclosure Committee,
Member Remuneration and
Nomination Committee
September 2017Independent Director
Debbie BirchChair Health, Safety and
Sustainability Committee
September 2016Independent Director
Rob HamiltonChair Audit and Risk Committee,
Member Remuneration and
Nomination Committee, Member
Market Disclosure Committee
February 2019Independent Director
Gráinne TrouteChair Remuneration and
Nomination Committee, Member
Health, Safety and Sustainability
Committee
February 2015Independent Director
Robert BakerMember Audit and Risk Committee,
Member Health, Safety and
Sustainability Committee
November 2022Independent Director
Sophie MitchellMember Audit and Risk Committee,
Member Remuneration and
Nomination Committee, Member
Market Disclosure Committee
November 2022Independent Director
Luke TrouchetExecutive DirectorNovember 2022Executive Director
Grant WebsterChief Executive Officer and
Managing Director
November 2022Executive Director
During the year ending 30 June 2023, Guorong Qian ceased to be a Director on
27 September 2022.
Table of Board attendance
Director
Board
Meeting
Audit and Risk
Committee
Meeting
Remuneration
and Nomination
Committee
Meeting
Disclosure
Committee
Meeting
Health, Safety
and Sustainability
Committee
Meeting
Cathy Quinn107523
Debbie Birch
1
101 3
Rob Hamilton97523
Gráinne Troute
2
915 3
Guorong Qian
3
311 1
Sophie Mitchell
4
5512
Robert Baker
5
55 1
Luke Trouchet
6
56 21
Grant Webster
7
107523
Total meetings held107523
1
Debbie Birch ceased to be a member of the Audit and Risk Committee from 30 November 2022.
2
Gráinne Troute ceased to be a member of the Audit and Risk Committee from 30 November 2022.
3
Guorong Qian retired as a Director of thl effective from 27 September 2022.
4
Sophie Mitchell joined the Board, Audit and Risk Committee, Remuneration and Nomination Committee and Disclosure
Committee on 30 November 2022.
5
Robert Baker joined the Board, Audit and Risk Committee and Health, Safety and Sustainability Committee on
30 November 2022.
6
Luke Trouchet joined the Board on 30 November 2022.
7
Grant Webster joined the Board on 30 November 2022. Grant attended all Board and Committee meetings prior to joining
the Board in his role as CEO.
Director and Officer gender composition
As at 30 June 2023, being the balance date, thl’s Director and Officer gender composition
was as follows:
20232022
MaleFemale
Gender
DiverseMaleFemale
Gender
Diverse
Directors4 (50%)4 (50%)0% (0%)2 (40%)3 (60%)0% (0%)
Officers
1
10 (77%)3 (23%)0% (0%)6 (86%)1 (14%)0% (0%)
Executive team
2
11 (69%)5 (31%)0% (0%)7 (70%)3 (30%)0% (0%)
1
As per the definition for ‘Officers’ in the Listing Rules
2
The thl Executive team are thl’s C-suite leaders, as detailed on thlonline.com/about/executiveteam.
CORPORATE GOVERNANCE113
thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
Directors’ remuneration
Directors’ remuneration received, or due and receivable during the year ended
30 June 2023 is as follows:
2023
Director
Base
Director Fee
Subcommittee
Chair Fee
Other
Remuneration
1
Total
Cathy Quinn189,583--189,583
Debbie Birch94,79210,000-104,792
Rob Hamilton94,79215,000-109,792
Gráinne Troute94,79210,000-104,792
Robert Baker58,333--58,333
Sophie Mitchell58,333--58,333
Guorong Qian
2
21,875--21,875
Rob Campbell
3
----
612,50035,000-647,500
2022
Director
Base
Director Fee
Subcommittee
Chair Fee
Other
RemunerationTotal
Cathy Quinn94,79210,00010,000114,792
Debbie Birch87,50010,000-97,500
Rob Hamilton87,50015,00012,500115,000
Gráinne Troute87,50010,000-97,500
Robert Baker----
Sophie Mitchell----
Guorong Qian
2
87,500--87,500
Rob Campbell
3
175,000-10,000185,000
619,79245,00032,500697,292
1
Paid in reflection of additional commitments and responsibilities as a member of the Apollo transaction
Board Subcommittee.
2
Guorong Qian retired as a Director on 27 September 2022.
3
Rob Campbell retired as a Director on 13 June 2022.
Rob Hamilton was issued ordinary shares in thl as part of his Director remuneration.
Refer to the section titled “Directors’ share dealings”.
CEO remuneration
Fixed remuneration
In FY23 the CEO, Grant Webster, received fixed remuneration including allowances of
$901,333 (FY22: $679,556).
The CEO’s remuneration was reviewed by the Board in an out-of-cycle review in
March 2023. The merger with Apollo Tourism & Leisure was a key catalyst for the review.
In addition, external benchmarking and key shareholder feedback was considered.
The increase in base salary takes into consideration the historical position of the CEO’s
base salary, which has sat in the lower quartile of the relevant external benchmark set.
Short-term incentive
Historically, the annual short-term incentive of the CEO is set at 40% of fixed remuneration
and allowances if all performance targets are achieved. In addition, a further incentive of
up to 28% of fixed remuneration and allowances is payable for the over-achievement of
financial and broader business performance targets. For FY21 and FY22, the normal
cash-based short-term incentive scheme was replaced with a share-based retention
scheme. Consequently, no payment was made to the CEO under the short-term incentive
scheme in FY21 or in FY22.
Incremental discretionary one-off bonuses of $242,500 were approved by the Board for
contributions to the business for financial year 2022.
In March 2023, the out of cycle board review also considered the CEO Short Term Incentive
Scheme and Stretch targets relating to the merger with Apollo. On review of the year-end
results, the Board has determined that a STI payment at 100%, being $229,050 will be paid
within the FY24 year. In addition, a stretch bonus at 75% of the target will be paid,
being $205,625.
Share-based retention scheme
A share-based retention scheme was implemented in FY21 and FY22 replacing the normal
Short-Term Incentive scheme. The business has returned to a more normal operating
environment and the Board has approved disbanding the share-based retention scheme
in favour of returning to Short-and Long-term incentive schemes. As such, no shares have
been issued to the CEO under this scheme.
In FY23, 139,655 shares rights issued in FY21 and FY22 and originally valued at $325,600
vested and were converted into ordinary shares.
Long-term incentive
In FY23 the LTI allocation remained at 35% of base salary. For the allocation in April 2023
this was based on the base salary of $940,000.
The CEO was granted 393,000 share options under the 2017 Long-Term Incentive Scheme
valued at $0.837 per option, giving a total value of $328,941. In FY22 the CEO was granted
430,000 share options under the 2017 Long-Term Incentive Scheme valued at $0.529 per
option, giving a total value of $227,470.
CORPORATE GOVERNANCE114
thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
Under the 2017 Long-Term Incentive Schemes, the options vest from the second
anniversary of the issue, with one third vesting after the second year, one third after the
third year, and the final third after the fourth year. In FY23, 551,667 share options vested
under the 2017 Long-Term Incentive Scheme.
A history of all share options issued to the CEO pursuant to the 2017 Long-Term Incentive
Scheme and the associated exercise price for those options is detailed below:
Grant date
Number
of options
Total value
of optionsExercise price
1
Expiry date
April 2017 240,000 $87,600 $4.11 April 2023
April 2018 240,000 $149,760 $7.00 April 2024
April 2019 425,000 $169,150 $5.68 April 2025
April 2020 630,000 $242,550 $1.57 April 2026
April 2021 600,000 $243,600 $2.79 April 2027
April 2022 430,000 $227,470 $2.83 April 2028
April 2023 393,000$328,941$4.09April 2029
1
The exercise price includes an uplift to reflect thl’s average cost of capital for the first two years from the grant date, less
dividends paid during that two-year period, therefore the exercise prices for share options issued in April 2022 and April
2023 are subject to change.
Superannuation
The CEO is a participant in KiwiSaver and is eligible to receive an employer contribution of
3% of gross taxable earnings. In FY23 this contribution was $33,475 (FY22: $19,547).
Total CEO remuneration
The total remuneration of the CEO was as follows:
FY23FY22
Base salary $901, 333$679,556
Short-term incentive --
Share retention scheme1 $325,600$461,200
One off / Stretch Bonuses$242,500-
Long-term incentive scheme2 $328,941$227,420
Total$1,798,374$1,368,176
1
Consisted of retention share rights and share options, vesting of which is subject to certain requirements.
2
Refer to section ‘Long-term incentive’ above for vesting conditions and applicable exercise prices.
The contracted CEO base remuneration was $678,000 (including allowances) from FY18 to
FY22. The CEO made voluntary reductions in salary in FY19, FY20 and FY21. The base salary
reflected in the table above is the actual paid amount.
Executive Director remuneration
Fixed remuneration
In FY23, Executive Director Luke Trouchet, received fixed remuneration including
allowances of $704,267 (FY22: $687,626)
1
.
Bonus
In FY23, Luke Trouchet received a discretionary bonus of $76,237 (FY22: $0), for his
contributions to the business in financial year 2022.
The Board has reviewed the performance of the business in FY23 and the Executive and
has determined that in addition to the bonus paid within FY23, a STI payment at 100%,
being AUD$131,413 will be paid within the FY24 year.
Long-term incentive
In FY23, Luke Trouchet was granted a long-term incentive opportunity for a potential
future bonus payment of $250,460 (reflecting an entitlement at 35% of base salary).
Under the scheme, which is used for thl Executives based outside of New Zealand in lieu
of receiving options under the 2017 Long-Term Incentive Scheme, a cash bonus will be
payable if the thl share price meets a prescribed target after a two-year period. The target
is based on the issue price at the time the opportunity is granted, plus a cost of capital
adjustment for each of the following two years (accounting for the cost of equity of thl
less any dividends paid).
If the target is achieved, 50% of the bonus will be payable in May 2025 and the remaining
50% will be payable in May 2026.
Superannuation
Luke Trouchet is an Australian employee and entitled to receive an employer
superannuation contribution as per the Australian Government Superannuation
Guarantee legislation. In FY23 this contribution was $27,546 (FY22: $26,132).
Total Executive Director Remuneration
The total remuneration of Luke Trouchet was as follows:
2023
$000’s
2022
$000’s
Base Salary704,267687,626
Bonus76,237-
Total780,504687,626
1
Luke Trouchet joined thl on 30 November 2022. Luke was Managing Director of Apollo Tourism & Leisure Ltd prior to the
merger with thl. His reported remuneration is for the period 1 July 2022 to 30 June 2023.
CORPORATE GOVERNANCE115
thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
Employee remuneration
The number of employees in the Group or former employees (not including Directors)
whose remuneration that was received in the 2023 financial year (including severance
pay) was within the specified bands is as follows:
Remuneration in $000’s Number of EmployeesRemuneration in $000’s Number of Employees
100 - 10962290 - 2993
110 - 11945300 - 3091
120 - 12929310 - 3193
130 - 13925320 - 3295
140 - 14916330 - 3392
150 - 15917340 - 3491
160 - 16912380 - 3891
170 - 17915400 - 4091
180 - 1899410 - 4192
190 - 1995450 - 4591
200 - 2097460 - 4691
210 - 2194510 - 5191
220 - 2297530 - 5391
230 - 2393600 - 6091
240 - 2492730 - 7391
260 - 2692770 - 7791
270 - 2795830 - 8391
280 - 28941370 - 13791
Total297
Substantial product holders
The following information is provided in compliance with section 293 of the Financial
Markets Conduct Act 2013 and records Substantial Product Holder notices received as
at 30 June 2023. As at 30 June 2023, the total number of voting securities on issue
was 214,077,123.
Shareholder
Number of Ordinary Shares
in which a relevant interest
was heldPercentage %
Tourism Holdings Limited28,679,239
1
13.40%
Trouchet Shareholders27,910,02313.04%
HB Holdings Limited27,812,81712.99%
Accident Compensation Corporation10,973,676
2
5.13%
1
Tourism Holdings Limited’s relevant interest relates to certain Ordinary Shares held by the Trouchet Shareholders and
Alpine Bird Manufacturing Limited, to which thl has the power to prevent the sale of shares pursuant to Escrow Deeds
entered into with those parties.
2
See twenty largest shareholders table for shareholding as at 30 June 2023.
Spread of shareholders
The ordinary shares of Tourism Holdings Limited are listed on the NZX Main Board
and the Official List of the ASX under a foreign exempt listing.
As at 30 June 2023 the total number of voting securities on issue was 214,077,123.
Size Of Shareholdings
Number Of
Holders
Number Of
Shares Held
% Of Total
Issued Shares
1 - 1,0002,4011,208,1500.56%
1,001 - 5,0003,5599,322,5894.35%
5,001 - 10,00010517,591,8143.55%
10,001 - 50,00088017,018,0477.95%
50,001 - 100,000866,044,3772.82%
100,001 and over84172,892,14680.77%
8,061214,077,123100.00%
The above shows the spread of shareholders as at 30 June 2023. The shareholding of
New Zealand Central Securities Depository Limited (NZCSD) has been reallocated to
the applicable members of NZCSD.
CORPORATE GOVERNANCE116
thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
Twenty largest shareholders
As at 30 June 2023Number of Ordinary Shares
1Barmil Enterprises Pty Ltd*27,499,894 12.85%
2HSBC Nominees (New Zealand) Limited24,538,222 11.46%
3Citicorp Nominees Pty Limited13,334,927 6.23%
4Accident Compensation Corporation10,042,091 4.69%
5HSBC Custody Nominees (Australia) Limited9,294,425 4.34%
6National Nominees Limited6,619,303 3.09%
7Bnp Paribas Nominees NZ Limited6,304,673 2.95%
8Forsyth Barr Custodians Limited5,866,561 2.74%
9National Nominees New Zealand Limited5,082,562 2.37%
10FNZ Custodians Limited4,738,929 2.21%
11J P Morgan Nominees Australia Pty Limited4,598,735 2.15%
12New Zealand Depository Nominee4,556,651 2.13%
13Citibank Nominees (Nz) Ltd3,899,916 1.82%
14Alpine Bird Manufacturing Limited**3,260,870 1.52%
15Custodial Services Limited3,118,749 1.46%
16New Zealand Superannuation Fund Nominees Limited2,982,694 1.39%
17Forsyth Barr Custodians Limited2,321,904 1.08%
18Bnp Paribas Noms Pty Ltd2,308,328 1.08%
19Grant Gareth Webster & Stephen David Webster***2,246,518 1.05%
20Mirrabooka Investments Limited1,812,997 0.85%
144,428,949 67.46%
* Entities related to Luke Trouchet. Refer to Directors’ shareholdings section.
** Entities related to Grant Brady.
*** Represents shares beneficially owned by Grant Webster. Refer to Directors’ shareholdings section.
The shareholding of New Zealand Central Securities Depository Limited (NZCSD) has been
reallocated to the applicable members of NZCSD.
Directors’ shareholdings
As at 30 June 2023, Directors had relevant interests in ordinary shares in thl as below:
DirectorInterest Shares
Cathy QuinnBeneficial51,873
Debbie BirchBeneficial44,062
Rob HamiltonLegal and beneficial55,536
Gráinne TrouteBeneficial95,833
Robert BakerLegal and beneficial40,486
Sophie MitchellBeneficial73,032
Luke TrouchetBeneficial27,910,023
Grant Webster
1
Beneficial2,446,518
1
Refer to the CEO remuneration section on page 114 for details of various convertible financial products owned
by Grant Webster.
CORPORATE GOVERNANCE117
thl INTEGRATED ANNUAL REPORT 2023
Directors’ share dealings
Details of the Directors’ acquisitions and disposals of relevant interests during the
financial year ending 30 June 2023 in the ordinary equity securities issued by the
Company are as follows:
Cathy Quinn made an on-market purchase of 18,200 ordinary shares at $3.86 per share
on 10 May 2023.
Robert Baker was issued 40,486 ordinary shares on 30 November 2022 as consideration
for ATL shares held on the scheme record date under the scheme of arrangement in
relation to the acquisition of Apollo Tourism & Leisure Ltd.
Rob Hamilton was issued 4,696 ordinary shares on 3 October 2022 at $2.73 per share as
part of his Director remuneration for the six months ended 30 September 2022, and 3,435
ordinary shares on 3 April 2023 at $4.03 per share as part of his Director remuneration for
the six months ended 31 March 2023.
Sophie Mitchell was issued 73,032 ordinary shares on 30 November 2022 as consideration
for ATL shares held on the scheme record date under the scheme of arrangement in
relation to the acquisition of Apollo Tourism & Leisure Ltd.
Luke Trouchet was issued 30,960,023 ordinary shares on 30 November 2022 as
consideration for ATL shares held on the scheme record date under the scheme
of arrangement in relation to the acquisition of Apollo Tourism & Leisure Ltd.
Luke Trouchet made an on-market sale of 3,050,000 ordinary shares at AUD$3.44 per
share on 2 December 2022.
Grant Webster was issued 60,488 ordinary shares on 5 July 2022 due to the conversion
of vested share rights. Grant Webster was issued 79,167 ordinary shares on 15 September
2022 due to the conversion of vested share rights. Grant Webster exercised 200,000
vested LTI options at a price of $1.57 on 4 November 2022 and was issued 200,000
ordinary shares as consideration. Grant Webster made an on-market sale of 150,000
ordinary shares at $3.68 per share on 2 December 2022.
The relevant interests in the above shares are as disclosed in the Directors’
shareholdings section.
Corporate governance (continued)
For the year ended 30 June 2023
General notice of Directors’ interest
Directors have made general disclosures of interests in accordance with s140(2) of the
Companies Act. Current interests as at 30 June 2023, and those which ceased during
the year, are tabulated below. New disclosures advised during the 2023 financial year
are italicised.
Cathy Quinn Fertility Associates Holdings LimitedChair
Fletcher Building Industries LimitedDirector
Fletcher Building LimitedDirector
Fonterra Co-operative Group LimitedDirector
MinterEllisonRuddWattsConsultant
Rangatira LimitedDirector
University of AucklandPro-Chancellor
Robert BakerFlight Centre Travel Group LimitedDirector – interest advised
November 2022
RightCrowd Limited Chair - interest advised
November 2022
Goodman Private Wealth LtdDirector - interest advised
November 2022
Robert is a retired partner of PwC Australia and receives an annual post-retirement payment in
accordance with the Partnership Agreement he was party to. PwC Australia is a separate entity
to PwC New Zealand, who are engaged as thl’s external auditor. Robert has no past or present
relationship with PwC New Zealand.
Debbie Birch Birch & Associates LimitedDirector
Eastland Generation GroupDirector
Eastland Group LimitedDirector
Eastland Network LimitedDirector – resignation advised
March 2023
Eastland Port LimitedDirector
Gisborne Airport LimitedDirector
Human Rights Measurement Initiative
Charitable Trust
Trustee – advised
November 2022
Miraka Limited (and subsidiaries)Director – interest advised
March 2023
Ngāti Awa Group Holdings LimitedDirector – resignation advised
February 2023
Ngāti Awa Tourism LimitedDirector – resignation advised
February 2023
CORPORATE GOVERNANCE118thl INTEGRATED ANNUAL REPORT 2023
Corporate governance (continued)
For the year ended 30 June 2023
NZTE AIP Advisory PanelMember – advised
January 2023
Raukawa ki te Tonga AHC LimitedChair
Taupō Moana Investments LimitedChair
Te Pūia Tāpapa GP LimitedDirector
Treasury Capital Markets Advisory CommitteeMember – resignation
advised February 2023
Tuaropaki TrustTrustee Elect – interest
advised February 2023
Tūwharetoa Hau Rau GP LimitedDirector
Wellington Free Ambulance TrustTrustee – resignation advised
March 2023
White Island Tours LimitedDirector – resignation advised
February 2023
Rob Hamilton Auckland Grammar SchoolTrustee – resignation advised
September 2022
Auckland Grammar School Foundation TrustMember – interest advised
September 2022
Oceania Healthcare LimitedDirector
Kamari Consulting LimitedDirector and Shareholder
NZX LimitedDirector – interest advised
October 2022, resignation
advised March 2023
Stelvio Consulting LimitedDirector and Shareholder
Synlait Milk LimitedConsultant
Westpac New Zealand LimitedDirector
Sophie MitchellCorporate Travel Management LimitedDirector – interest advised
November 2022
Firstmac LimitedDirector – interest advised
November 2022
Healthcare Logic Global LimitedChair – interest advised
November 2022, resigned
effective July 2023
Multi-year Investment Finance & Governance
Panel, Australia Council for the Arts
Member – interest advised
November 2022
Morgans Foundation LimitedDirector – interest advised
November 2022
Morgans Holdings (Australia) LimitedDirector – interest advised
November 2022
Myer Family Investments LimitedDirector – interest advised
November 2022
Luke TrouchetBarmil Enterprises Pty LtdDirector – interest advised
November 2022
Eastglo Pty LtdDirector – interest advised
November 2022
LGT Holdings Pty LtdDirector – interest advised
November 2022
Salamanda Travel Pty LtdDirector – interest advised
November 2022
Camp Stay Holding Pty LtdDirector – interest advised
November 2022
Camp Stay Pty LtdDirector – interest advised
November 2022
Jamonji Pty LtdDirector – interest advised
November 2022
Jamonji Corp Pty LtdDirector – interest advised
November 2022
KRLG Pty LtdDirector – interest advised
November 2022
RV Boss Pty LtdDirector – interest advised
November 2022
Caravans Away Pty LtdDirector – interest advised
November 2022
Luke Trouchet is a Director of thl subsidiaries as listed on page 121.
Gráinne Troute Investore Property LimitedDirector
Summerset Group Holdings LimitedDirector
Duncan CotterillDirector – interest advised
June 2022
Montana GroupChair – interest advised
July 2023
Tourism Industry AotearoaChair – resignation effective
June 2023
Grant WebsterLes Mills Holdings LimitedChair - interest advised
November 2022
Grant Webster is a Director of thl subsidiaries as listed on page 121.
CORPORATE GOVERNANCE119
thl INTEGRATED ANNUAL REPORT 2023
NZX Waivers
On 27 February 2017 thl obtained a waiver from NZXR from Rule 8.1.7 (which ensures that
options may not be subsequently amended by an issuer in a manner that is detrimental to
the interests of the holders of the underlying Equity Securities). The waiver was granted to
the extent that the Rule would otherwise prevent the issue of options under thl’s long-
term incentive scheme for senior executives, introduced in 2017. The ruling allows for a
formula to be used for the exercise price of the options that will result in a fluctuating
exercise price.
On 22 May 2019 thl obtained a waiver from NZXR from Listing Rule 6.5.2 under the revised
NZX Listing Rules. This waiver re-documented the existing waiver received on 27 February
2017 in respect of Rule 8.1.7 under the former NZX Listing Rules. In May 2023, thl relied on
this waiver in the issuance of new options under its long-term incentive scheme.
On 1 December 2021, thl obtained a waiver from NZ RegCo from Listing Rule 4.9.1(a), to the
extent that the rule would require thl to offer shares in thl to ‘Excluded Shareholders’
under the proposed Scheme of Arrangement with Apollo Tourism & Leisure Limited. The
waiver was provided on the condition that thl must arrange the sale of any thl shares to
which ‘Excluded Shareholders’ would be entitled to if they were eligible, and to account to
those shareholders for the net proceeds. Shares were issued in reliance on Listing Rule
4.9.1(a), as subject to the waiver, on the implementation of the Scheme of Arrangement on
30 November 2022.
Directors’ loans
There were no loans by the Group to Directors.
Directors’ insurance
The Group has arranged insurance cover and provided deeds of indemnity for Directors’
and Officers’ liability.
Auditor
In accordance with section 207T of the Companies Act 1993, PricewaterhouseCoopers are
appointed as the Group’s auditors. Auditors’ remuneration is detailed in note two to the
financial statements.
Subsidiary companies
During the financial year ending 30 June 2023, the Directors of thl’s subsidiary companies
were as follows. No Director of any subsidiary received beneficially any Director’s fees or
other benefits except as an employee
1
. The remuneration and other benefits of such
employees, received as employees, are included in the relevant bandings for
remuneration disclosed under Employee Remuneration on page 116.
thl Motorhomes LimitedGrant Webster
thl Motorhomes UK LimitedGrant Webster, Nick Roach (appointed January 2023),
Daniel Schneider (ceased January 2023)
THL UK and Ireland LimitedGrant Webster (appointed January 2023), Nick
Roach (ceased October 2022, reappointed January
2023), Sarah Roach (ceased October 2022), Daniel
Schneider (ceased January 2023), Gordon Hewston
(ceased January 2023)
Waitomo Caves LimitedGrant Webster
Waitomo Caves Holdings LimitedGrant Webster
Maui Rentals Pty LimitedGrant Webster, Luke Trouchet (appointed December
2022), Catherine Meldrum (ceased December 2022)
Outdoria Pty LimitedGrant Webster, Luke Trouchet (appointed December
2022), Catherine Meldrum (ceased December 2022)
TH2connect GP LimitedGrant Webster and Nick Judd
thl Properties NZ LimitedGrant Webster, Nick Judd
Action Manufacturing Group GP LimitedGrant Webster, Nick Judd, Grant Brady, Chris Devoy
and Ralph Marshall
The Green Bus Company Pty LimitedGrant Webster, Luke Trouchet (appointed December
2022), Catherine Meldrum (ceased December 2022)
thl Oz Pty LimitedGrant Webster, Luke Trouchet (appointed December
2022), Catherine Meldrum (ceased December 2022)
thl Group (Australia) Pty LimitedGrant Webster, Luke Trouchet (appointed December
2022), Catherine Meldrum (ceased December 2022)
Tourism Holdings Australia Pty LimitedGrant Webster, Luke Trouchet (appointed December
2022), Catherine Meldrum (ceased December 2022)
World Travel Headquarters Pty LimitedGrant Webster, Luke Trouchet (appointed December
2022), Catherine Meldrum (ceased December 2022)
Tourism Holdings Rental Vehicles Pty LimitedGrant Webster, Luke Trouchet (appointed December
2022), Catherine Meldrum (ceased December 2022)
Road Bear NZ LimitedGrant Webster
Corporate governance (continued)
For the year ended 30 June 2023
1
Ralph Marshall and Grant Brady received Directors fees of $35,000 each in FY23 for their directorships in respect of
Action Manufacturing Group GP Limited.
CORPORATE GOVERNANCE120thl INTEGRATED ANNUAL REPORT 2023
Tourism Holdings USA IncGrant Webster
JJ Motorcars IncGrant Webster
El Monte Rents IncGrant Webster
Apollo Tourism & Leisure LtdLuke Trouchet, Karl Trouchet, Grant Webster
(appointed December 2022)
Apollo Motorhome Ultimate Holdings Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Apollo Motorhome Holdings (Aus) Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Cheapa Campa Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
G R L Enterprises Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Talvor Motorhomes Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Apollo Motorhome Holidays Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Apollo Motorhome Industries Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Hippie Camper Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Sydney RV Group Pty ltdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Apollo Investments Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Apollo RV West Pty LtdLuke Trouchet, Grant Webster (appointed May 2023),
Karl Trouchet (ceased May 2023)
AMH Products Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Apollo RV Service & Repair Centre Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Apollo Finance Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Winnebago RV Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Apollo Motorhome Holdings (NZ) Pty LtdLuke Trouchet, Grant Webster (appointed December
2022), Karl Trouchet (ceased December 2022)
Apollo Motorhome Holidays LimitedGrant Webster (appointed December 2022), Luke
Trouchet (ceased December 2022), Karl Trouchet
(ceased December 2022)
Talvor Motorhomes LimitedGrant Webster (appointed December 2022), Luke
Trouchet (ceased December 2022), Karl Trouchet
(ceased December 2022)
Hippie Camper LimitedGrant Webster (appointed December 2022), Luke
Trouchet (ceased December 2022), Karl Trouchet
(ceased December 2022)
Cheapa Campa LimitedGrant Webster (appointed December 2022), Luke
Trouchet (ceased December 2022), Karl Trouchet
(ceased December 2022)
Apollo Car Hire LimitedGrant Webster (appointed December 2022), Luke
Trouchet (ceased December 2022), Karl Trouchet
(ceased December 2022)
Apollo Tourism & Leisure (EU) LtdLuke Trouchet, Karl Trouchet, Daniel Kunzi,
Keith Charlton, Louise Charlton
Apollo Motorhome Holidays GmbHChris Stewart
Apollo Motorhome Holidays SARLKeith Charlton
ATL Canada LtdGrant Webster (appointed February 2023), Kristen
Evans (appointed February 2023), Luke Trouchet
(ceased February 2023), Karl Trouchet (ceased
February 2023), Kelly Shier (ceased February 2023)
CanaDream CorporationLuke Trouchet, Grant Webster (appointed February
2023), Kristen Evans (appointed February 2023), Karl
Trouchet (ceased February 2023), Kelly Shier (ceased
February 2023)
AmeridreamLuke Trouchet, Karl Trouchet, Kelly Shier
CanaDream IncLuke Trouchet, Grant Webster (appointed February
2023), Kristen Evans (appointed February 2023), Karl
Trouchet (ceased February 2023), Kelly Shier (ceased
February 2023)
Apollo Motorhome Holidays LLCLuke Trouchet, Grant Webster (appointed May 2023),
Karl Trouchet (ceased May 2023)
Apollo Tourism & Leisure UK LtdLuke Trouchet, Karl Trouchet, Chris Stewart
Bunk Campers LtdLuke Trouchet, Karl Trouchet, Chris Stewart
Camperco GroupLuke Trouchet, Karl Trouchet, Chris Stewart
Camperco LtdLuke Trouchet, Karl Trouchet, Chris Stewart
Camperworks LtdLuke Trouchet, Karl Trouchet, Chris Stewart
Blue Quadrant Leisure LtdKeith Charlton, Louise Charlton and Mark Austin
Corporate governance (continued)
For the year ended 30 June 2023
CORPORATE GOVERNANCE121thl INTEGRATED ANNUAL REPORT 2023
Board of Directors
Cathy Quinn (Auckland)
Independent Director appointed in
September 2017. Cathy was appointed
Chair of thl in June 2022 and serves on
all of thl’s Board Committees. Cathy is
a former senior corporate partner at
MinterEllisonRuddWatts. She served as the
firm’s Chair for eight years during a period
of transformation and growth. Cathy is a
Director of Fletcher Building Limited,
Fonterra Co-operative Group Limited,
Rangatira Limited and is Chair of Fertility
Associates. Cathy is also Pro-Chancellor
of the University of Auckland. Cathy is a
former member of the NZ Securities
Commission and Capital Markets
Development Taskforce, and was made
an Officer of the NZ Order of Merit in 2016
for services to law and women.
Robert Baker (Brisbane)
Independent Director appointed in
November 2022. Rob serves on the Audit
and Risk Committee and Health, Safety
and Sustainability Committee. Rob is an
experienced Non-Executive Director, and
his current ASX Board positions include
Non-Executive Director and Chair of the
Audit and Risk Committee of Flight Centre
Travel Group Ltd (ASX: FLT) and Non-
Executive Chairman of RightCrowd Limited
(ASX: RCW). Rob is also Chairman of
Goodman Private Wealth Ltd and has
several pro bono Board or Advisory Board
roles with organisations in the not-for-
profit sector including Chairman of the
Audit and Risk Committee of Australian
Catholic University Limited.
Debbie Birch (Taupo)
Independent Director appointed in
September 2016. Debbie Chairs the Health,
Safety and Sustainability Committee
(appointed June 2022). Debbie has held
various Director and trustee positions for
the last 10 years and is currently Chair of
Taupō Moana Investments Limited and
Raukawa ki te Tonga AHC Limited. Debbie
is a Board member of Eastland Group and
associated subsidiaries. Debbie has
significant financial, commercial and
strategic experience gained in Asia,
Australia and New Zealand with more than
30 years’ working in global capital markets.
Rob Hamilton (Auckland)
Independent Director appointed in
February 2019. Rob Chairs the Audit and
Risk Committee (appointed November
2019) and serves on the Remuneration
and Nomination Committee and Market
Disclosure Committee. Rob is a respected
member of the finance community, with
more than 30 years’ experience in senior
roles. Rob is currently a Director of Westpac
New Zealand Limited and Oceania
Healthcare Limited. He was previously
Chief Financial Officer at SkyCity
Entertainment Group Limited and
Managing Director and Head of Investment
Banking at Jarden (formerly First NZ
Capital). Rob has previously been a Board
member on the New Zealand Olympic
Committee and Auckland
Grammar School.
122
thl INTEGRATED ANNUAL REPORT 2023
BOARD OF DIRECTORS
Gráinne Troute (Auckland)
Independent Director appointed in
February 2015. Gráinne Chairs the
Remuneration and Nomination Committee
(appointed February 2015) and serves on
the Health, Safety and Sustainability
Committee. Gráinne is a Chartered Fellow
of the Institute of Directors and is also a
Director of Summerset Group Holdings
Limited, Investore Property and Duncan
Cotterill, and is Chair of the Montana Group.
Gráinne is a professional Director with
many years’ experience in senior executive
roles. Gráinne was General Manager,
Corporate Services at SkyCity
Entertainment Group and Managing
Director of McDonald’s Restaurants (NZ).
Gráinne also held senior management
roles with Coopers and Lybrand (now PwC)
and HR Consultancy Right Management.
She has also spent many years as a Trustee
and Chair in the not-for-profit sector,
including having been the Chair of Ronald
McDonald House Charities New Zealand
for five years.
Sophie Mitchell (Brisbane)
Independent Director appointed in
November 2022. Sophie serves on
the Audit and Risk Committee, the
Remuneration and Nomination Committee
and the Market Disclosure Committee.
Sophie is an experienced professional in
the finance industry and holds Non-
Executive Director roles in Corporate Travel
Management Limited (ASX: CTD), Myer
Family Investments Limited, Firstmac
Limited and Morgans Holdings (Australia)
Limited. Sophie was previously Chair of
Apollo Tourism & Leisure Ltd, prior to the
merger with thl.
Grant Webster (Auckland)
Grant was appointed Managing Director
in November 2022 and was originally
appointed as Chief Executive Officer in
December 2008. Grant has served on
various industry and Government bodies
including nine years on the Tourism
Industry Aotearoa Board including
periods as Chair and Deputy Chair. Grant
was also a co-Chair for the New Zealand
Government’s Tourism Futures
Taskforce in 2020.
Grant’s background includes senior
executive roles across the tourism,
hospitality, gaming and retail industries,
where he held Director and general
management roles within the retail sector
before moving into tourism. Grant holds
a Bachelor of Commerce degree from
Victoria University and has completed
executive studies at the Insead
Advanced Management Programme in
Fontainebleau and Monash University,
Melbourne Australia. Outside of thl, Grant
is on the Board of Les Mills Holdings NZ.
Luke Trouchet (Brisbane)
Luke moved into the Executive Director
role as part of the merger between
thl and Apollo Tourism & Leisure in
November 2022. Luke was appointed as
CEO and Managing Director of Apollo in
2001, when he took over the management
control of the business his parents founded,
with his brother Karl. Luke led Apollo
through a strong growth period, expanding
internationally to New Zealand, the United
States, Canada, United Kingdom and
Europe. Luke’s entrepreneurial mindset
helped the business make a number of
strategic acquisitions that delivered strong
financial performance. Luke continued to
drive Apollo forward to become a
global RV solution.
Board of Directors (continued)
123thl INTEGRATED ANNUAL REPORT 2023BOARD OF DIRECTORS
Corporate Information
Directors
Cathy Quinn – Chair
Robert Baker
Debbie Birch
Rob Hamilton
Sophie Mitchell
Gráinne Troute
Luke Trouchet
Grant Webster
Executive Team
Grant Webster – Chief Executive Officer and Managing Director
Luke Trouchet – Executive Director
Nick Judd – Chief Financial Officer
Stacey Davis – Chief Operating Officer (Australia)
Chris Devoy – Chief Executive Officer – Action Manufacturing
Kristen Evans – Chief Operating Officer (Canada)
Scott Fahey – Chief Marketing Officer
Ollie Farnsworth – Chief Transformation Officer
Matthew Harvey – Chief Operating Officer (New Zealand)
Gordon Hewston – Chief Operating Officer (USA)
Jo Hilson – Chief Technology Officer
Kate Meldrum – Chief People and Capability Officer
Nick Roach – Chief Operating Officer (United Kingdom)
Juhi Shareef – Chief Responsibility Officer
Nick Voss – Deputy Chief Financial Officer (Acting)
Registered office
Level 1
83 Beach Road
Auckland 1010
New Zealand
Securities exchange
Tourism Holdings Limited shares are primary listed on the New Zealand Stock
Exchange (NZX), with a secondary listing on the Australian Stock Exchange
(ASX) with foreign exempt listed status.
Share registrar
Link Market Services Limited
PO Box 91976
Auckland
Tel: +64 9 375 5998
Email: enquiries@linkmarketservices.co.nz
Primary Solicitors
MinterEllisonRuddWatts
Bankers
ANZ Bank New Zealand Limited
Australia and New Zealand
Banking Group Limited
Westpac New Zealand Limited
Westpac Banking Corporation
Auditors
PricewaterhouseCoopers
124
thl INTEGRATED ANNUAL REPORT 2023
CORPORATE INFORMATION
thl INTEGRATED ANNUAL REPORT 2023
THLONLINE.COM
---
FY23 FULL YEAR INVESTOR
PRESENTATION
29 AUGUST 2023
UNITED
FOR GROWTH
thl FY23 INVESTOR PRESENTATIONthl FY23 INVESTOR PRESENTATION
2
This presentation contains forward-looking statements and
projections. These reflect thl’s current expectations, based
on what it thinks are reasonable assumptions. The
statements are based on information available to thlat the
date of this presentation and are not guarantees or
predictions of future performance. For any number of
reasons, the future could be different and the assumptions
on which the forward-looking statements and projections
are based could be wrong. thlgives no warranty or
representation as to its future financial performance or any
future matter. Except as required by law or NZX listing
rules, thlis not obliged to update this presentation after its
release, even if things change materially.
This presentation has been prepared for publication in New
Zealand and may not be released or distributed in the
United States.
This presentation is for information purposes only and does
not constitute financial advice. It is not an offer of securities,
or a proposal or invitation to make any such offer, in the
United States or any other jurisdiction, and may not be
relied upon in connection with any purchase of thl
securities. thlsecurities have not been, and will not be,
registered under the US Securities Act of 1933 and may not
be offered or sold in the United States, except in
transactions exempt from, or not subject to, the
registration of the US Securities Act and applicable US
State securities laws. Past performance information given
in this presentation is given for illustrative purposes only
and should not be relied upon as an indication of future
performance.
This presentation may contain a number of non-GAAP
financial measures. Because they are not defined by
Generally Accepted Accounting Practice in New Zealand
(NZ GAAP) or International Financial Reporting Standards
(IFRS), thl’s calculation of these measures may differ from
similarly titled measures presented by other companies
and they should not be considered in isolation from, or
construed as an alternative to, other financial measures
determined in accordance with NZ GAAP.
This presentation does not take into account any specific
investors objectives and does not constitute financial or
investment advice. Investors are encouraged to make an
independent assessment of thl. The information contained
in this presentation should be read in conjunction with
thl’s latest financial statements, which are available at:
www.thlonline.com.
thl FY23 INVESTOR PRESENTATION
3
•Statutory net profit after tax (NPAT) of $49.9M, an increase of $52M on
the prior year
•A record underlying NPAT of $47.8M and pro forma underlying NPAT of
$77.1M (which includes the impact of acquisition accounting)
1
•Pro forma underlying NPAT of $81.1M after removing the impact of
acquisition accounting, which was not included in previous guidance of
$75M+ (refer to slide 8)
•Historic merger with Apollo completed with successful initial integration
•Group Return on Funds Employed of 15.8% (refer to slide 28)
•A final dividend of 15 cents per share declared (100% imputed, 25%
franked), representing the full year dividend as no interim dividend was
paid
•New thl dividend policy targets distribution of 40 –60% of underlying
NPAT
•FY24 will be the first year with a full 12-month contribution of the Apollo
business to thl’s results. We are positive about thl’s opportunity for
growth in FY24 and beyond, and intend to provide further guidance on
our medium-term growth aspirations at the 2023 Annual Meeting
1
Pro forma underlying NPAT is a non-GAAP measure which includes the results of Apollo and Just
go for the 12-months of FY23 on an assumed 100% ownership basis, notwithstanding that those
acquisitions took place part way through the year
Executive summary
thl FY23 INVESTOR PRESENTATION
4
•As the Scheme of Arrangement with Apollo Tourism & Leisure Ltd (ATL or Apollo) completed on 30 November 2022, thl’s FY23 consolidated
financial statements (prepared in accordance with NZ GAAP and IFRS)do not include Apollo’s results for the five-month period prior to 30
November 2022
•Given the materiality of Apollo’s future earnings contribution to thl, measures of financial performance for FY23 in this presentation are set
out from two perspectives:
•thl including 7 months of Apollo in FY23: thl’s results for the twelve months ending 30 June 2023 inclusive of Apollo’s result from 1
December 2022 to 30 June 2023
•Pro forma including 12 months of Apollo: The consolidated results of both thland Apollo for the twelve months ending 30 June 2023.
For comparison purposes, in these instances if prior corresponding period figures are provided, then those figures also include twelve
months of both thl and Apollo, despite Apollo not being owned by thlin that period
•Unless indicated otherwise, figures in this Investor Presentation represent thl including 7 months of Apollo in FY23
•Figures that represent the pro forma including 12 months of Apollo are labelled as such and identified with a red border
•Provisional acquisition accounting values for the acquired assets and liabilities of Apollo have been included in thl’s FY23 consolidated
financial statements and in this presentation. The inclusion of these provisional values has had a consequential impact on thl’s NPAT in FY23
and will impact FY24 and beyond. Refer to slides 42 and 43 for further information
•This presentation contains an underlying view of performance at times. This view excludes the non-recurring items that are detailed in the
Important Notes section on slide 39. Underlying performance is a non-GAAP measure and includes the impact of acquisition accounting,
unless stated otherwise. A reconciliation of statutory to underlying net profit after tax is provided on slide 7
•Non-GAAP measures are provided as thlbelieves that they provide useful information to assist readers to better understand the financial
performance during the period. These should not be viewed in isolation and should be read in conjunction with the NZ GAAP andIFRS
measures in the reported consolidated financial statements
Important information on the presentation of financial performance
thl FY23 INVESTOR PRESENTATION
5
Our global footprint –7,233 vehicles
as at 30 June 2023
JAPAN
FRANCHISEE
UK & EUROPE
FLEET
532 (7%)
RV RENTALS
EX-RENTAL RV SALES
AUSTRALIA
FLEET
2,081 (29%)
RV RENTALS
NEW, USED AND EX-RENTAL
RV SALES
RV MANUFACTURING
NEW ZEALAND
FLEET
1,400 (19%)
RV RENTALS
NEW, UESD AND EX-RENTAL RV SALES
RV AND COMMERCIAL MANUFACTURING
TOURISM ATTRACTIONS & ACTIVITIES
USA
FLEET
1,818 (25%)
RV RENTALS
EX-RENTAL RV SALES
SOUTH AFRICA
FRANCHISEE
CANADA
FLEET
1,402 (19%)
RV RENTALS
EX-RENTAL RV SALES
thl FY23 INVESTOR PRESENTATION
RELAUNCH OF
KIWI EXPERIENCE
FROM HIBERNATION
RETURN OF
INTERNATIONAL TOURISTS
TO DISCOVER WAITOMO
ROLL OUT OF MOTEK, OUR
GLOBAL BOOKING AND FLEET
MANAGEMENT PLATFORM
IMPLEMENTED NEW FINANCING
ARRANGEMENTS FOR
MERGED GROUP
RATIONALISATION OF
FINANCING STRUCTURE WITH
REDUCTION OF LENDERS
LAUNCH OF NEW
FUTURE FLEET EV
PROJECTS GLOBALLY
US OPERATIONS REDUCED WATER
USE BY 50% OVER
LAST FOUR YEARS
AUSTRALIA BRANCHES
REDUCED ELECTRICITY USE BY
22% OVER LAST THREE YEARS
MELBOURNE REDUCED
WASTE BY 35% OVER LAST
THREE YEARS
ROLLOUT OF NEW
FUTURE-FIT BRANCH ACTION
PLANS GLOBALLY
LAX REDUCED WASTE TO
LANDFILL BY ~30% OVER LAST
THREE YEARS
211 NOMINATIONS
FOR CREW
RECOGNITION AWARD
TRANSFORMATIONAL
MERGER WITH APOLLO
TOURISM & LEISURE LTD
ACHIEVED HIGHEST MARKET
CAPITALISATION IN
thl’s HISTORY IN FY23
DUAL-LISTED
ON AUSTRALIAN
STOCK EXCHANGE
DELIVERED A RECORD
UNDERLYING NET PROFIT
AFTER TAX RESULT
ACTION MANUFACTURING’S
ACQUISITIONS OF TRANSCOLD AND
FREIGHTER
ACQUIRED REMAINING
SHAREHOLDING IN
JUST GO MOTORHOMES
CONSOLIDATION OF 13 thl
AND APOLLO BRANCHES
ACROSS AUSTRALASIA
DIVESTMENT OF
MOTORHOMES AND BRANCHES
TO JUCY RENTALS
NEW PLATINUM
4-BERTH AND 6-BERTH
VEHICLE DESIGNS
EXPANSION OF TOWABLE AND
MOTORISED PRODUCT RANGE IN
AUSTRALIAN RV DEALERSHIPS
RELOCATION OF
ACTION MANUFACTURING
TO NEW HAMILTON FACTORY
SALE AND LEASEBACK
OF APOLLO’S PROPERTIES
IN CANADA
6
A year of achievements
thl FY23 INVESTOR PRESENTATION
thl FY23 INVESTOR PRESENTATION
7
•Statutory NPAT of $49.9M, up $52.0M on the pcp
•Underlying NPAT of $47.8M, up $53.2M on the pcp
•Pro forma underlying NPAT (including 12 months of Apollo and the
remaining 51% share of Just go for Q1 FY23) was $77.1M
1
•The results for FY23 and FY22 include several non-recurring items,
primarily relating to transactions, as summarised in this slide
•For the purpose of calculating underlying NPAT, these non-
recurring items have been excluded. Refer to slide 39for further
information on each of the non-recurring items
•All figures above include the impact of acquisition accounting,
which reduced NPAT by $4.0M
•A correction to the exchange rate applied to Apollo’s underlying
NPAT for the 5 months to 30 November 2022 has resulted in an
increase from $27.2M (as reported at thl’s FY23 Interim Results) to
$28.4M
1
The acquisition of Apollo completed on 30 November 2022 and the acquisition of the
remaining 51% interest in Just go completed on 30 September 2022. The pro forma includes the
results for both those businesses assuming 100% ownership across the full 12 months of FY23.
Reconciliation of statutory, underlying
and pro forma performance
Reconciliation of statutory and underlying results
NZD $MFY23FY22VAR%
Statutory net profit/(loss) after tax* 49.9 (2.1) 52.0N/M
Apollo merger transaction costs 5.8 5.1 0.714%
Tax effect on merger transaction costs(2.8) (0.2) (2.6)(1,300%)
Gain on revaluation of 49% shareholding in Just go and
existing Apollo shareholding
(4.1)
–
(4.1)N/M
Gain on revaluation of deferred consideration in
Camplify Holdings Limited
(1.0)
–
(1.0)N/M
Gain on sale of shareholding in Roadpass Digital
–
(1.3) 1.3N/M
Gain on sale of Mighway and SHAREaCAMPER
–
(5.3) 5.3N/M
Goodwill impairment of triptech
–
0.7 (0.7)N/M
Gain on loan forgiveness in relation to triptech
–
(2.3) 2.3N/M
Underlying net profit/(loss) after tax 47.8 (5.4) 53.2N/M
Pro forma underlying results
NZD $MFY23
Underlying net profit after tax 47.8
Apollo underlying net profit after tax for the 5 months
Jul 2022 to Nov 2022 (as reported in FY23 Interim Results)
27.2
Correction to exchange rate applied to Apollo
underlying NPAT for 5 months from Jul 2022 to Nov 2022
1.2
51% share of Just go underlying net profit after tax for 3
months Jul 2022 to Sep 2022
0.9
Pro forma underlying net profit after tax 77.1
* includes non-recurring items
thl FY23 INVESTOR PRESENTATION
8
•thl’s FY23 profit guidance was for:
•underlying NPAT above $48M; and
•pro forma underlying NPAT above $75M
•The guidance noted that the acquisition accounting for the acquisition of
Apollo was incomplete, and that it would impact FY23 NPAT
1
•The net impact of acquisition accounting adjustments on FY23 NPAT was a
$4.0M reduction
•After removing the impact of acquisition accounting, thl’s underlying NPAT
was $51.8M and pro forma underlying NPAT was $81.1M
•The pro forma guidance assumed the Apollo contribution to underlying NPAT
for the five months to 30 November 2022 would be $27.2M. A correction to the
exchange rate applied has increased this contribution by $1.2M to $28.4M
•The pro forma guidance did not include earnings from the remaining 51% share
of Just go in Q1 FY23 (during which thl owned 49% of Just go). This additional
earnings contribution of $0.9M is now included to provide a full 12-month pro
forma view
•Outperformance relative to earlier expectations of underlying NPAT above
$48M is attributable to vehicle sales volumes exceeding expectations in
Australia and UK, a better net synergy contribution, a strong performance from
Action Manufacturing and a lower final income tax expense
•The Apollo acquisition accounting will have an ongoing impact on thl’s
reported earnings. The impact on FY24 NPAT is estimated to be a NZ$4.4M
reduction and the impact on FY25 and beyond is estimated to be a NZ$2.3M
reduction
•Refer to slides 42 and 43 for further detail on the acquisition accounting
impacts
1
Refer to thl announcement “thl provides pro forma underlying FY23 guidance” released on 15
February 2023.
Reconciliation to FY23 profit guidance
NZD $M
FY23
Underlying net profit after tax
47.8
Reversal of IFRS 16 fair value adjustment impacts
1.3
Reversal of vehicle inventory fair value adjustment impacts
2.7
Reversal of amortisation on pre-merger intangible assets (excluding goodwill)
(0.5)
Reversal of non-fleet PPE fair value adjustment impacts
0.2
Reversal of factory work-in-progress fair value adjustment impacts
0.3
Underlying NPAT after removing acquisition accounting impacts
51.8
NZD $M
FY23
Underlying NPAT after removing acquisition accounting impacts
51.8
Apollo underlying net profit after tax for the 5 months Jul 2022 to Nov 2022 (as
reported in FY23 Interim Results)
27.2
Correction to exchange rate applied to Apollo underlying NPAT for 5 months
from Jul 2022 to Nov 2022
1.2
51% share of Just go underlying net profit after tax for 3 months Jul 2022 to Sep
2022
0.9
Pro forma underlying NPAT after removing acquisition accounting
impacts
81.1
thl FY23 INVESTOR PRESENTATIONthl FY23 INVESTOR PRESENTATION
AS AT 30 JUNE 2023
Our year in review
9
+$52.0M
STATUTORY
NET PROFIT
AFTER TAX (NPAT)
$
49.9
M
(FY22: -$2.1M)
+$226.6M
NET DEBT
4
$
285.1
M
(FY22: $58.5M)
+$53.2M
UNDERLYING NPAT
1
$
47.8
M
(FY22: -$5.4M)
+3,172
FLEET AT YEAR END
7,233
(FY22: 4,061)
5
UNDERLYING PRO
FORMA NPAT
1,2
$
77.1
M
(FY22: N/A)
+$318.0M
TOTAL REVENUE
$
663.8
M
(FY22: $345.8M)
+$82.0M
EBIT
$
88.9
M
(FY22: $6.9M)
UNDERLYING
PRO FORMA NPAT
1,2,3
(REMOVING ACQUISITION
ACCOUNTING ADJUSTMENTS)
$
81.1
M
(FY22: N/A)
1
Excludes the following non-recurring items: A $4.1M gain on the revaluation of 49% shareholding in Just Go and existing Apollo shares, a $1.0M gain on revaluation of shares held in Camplify Holdings Limited; offset by $$3.0M (after tax) of
transaction costs in relation to the Apollo merger.
2
Includes 12 months of Apollo and Just go results at assumed 100% ownership, notwithstanding that those businesses became wholly-owned part way through the year. Refer to the Investor Presentation for reconciliations to Statutory NPAT.
3
$81.1M result is after removing the $4.0M net reduction in NPAT impact of the Apollo acquisition accounting adjustments.
4
Net debt refers to interest bearing loans and borrowings less cash and cash equivalents.
5
4,061 includes Just go fleet and therefore differs from thl’s reported fleet at FY22 year-end of 3,858.
The last 12 months have seen numerous
achievements and new milestones. We
have merged thl and Apollo to create the
world’s largest commercial RV rental
operator. We have delivered a record profit
result. We have listed on the ASXand we
have commenced the payment of dividends.
It is a trulyexciting time at thl as we have
taken actions and capitalised on
opportunities over thelast 12 months to
create the potential for years of future
growth.
thl FY23 INVESTOR PRESENTATION
Dividend
•thl’s new dividend policy targets a pay-out ratio of 40 to 60% of underlying net
profit after tax
•The new policy factors in thl’s equity position and anticipated fleet regrowth
capital requirements
•The Board have declared a final FY23 dividend of 15 cents per share –
representing the distribution of ~42% of the pro forma underlying NPAT. The
dividend represents the full year dividend as no interim divided was paid
•The final dividend is 100% imputed and 25% franked
•The record date is 15 September 2023and the payment date is 29 September
2023
•The final dividend is eligible for the thl Dividend Reinvestment Plan at a
discount of 2% for participating shareholders. An updated Dividend
Reinvestment Plan offer document has been released and is available at
thlonline.com –shareholders can make their DRP elections at
investorcentre.linkmarketservices.co.nz(NZX holders) or
investorcentre.linkgroup.com(ASX holders)
•The Dividend Reinvestment Plan election date is 18 September 2023
•Future dividend payments are expected to be weighted approximately 30%/70%
between the interim and final dividends. This weighting complements the
seasonal annual cashflow cycle of the business and enables more efficient
capital management
10
thl FY23 INVESTOR PRESENTATION
11
Capital expenditure
Note: Fleet purchased or sold under buyback arrangements are not treated as additions/sales of fixed assets, they are treated as operating leases under IFRS reporting. In the above charts,
the purchases and sales under buyback arrangements have been included however these are not categorised as capital expenditure in the financial statements. Gross capital expenditure
also includes non-fleet capital expenditure but has historically been immaterial relative to the proportion of fleet capital expenditure.
•A substantial increase in gross capital expenditure as the rental businesses shift to fleet regrowth to meet increasing rental demand
•Gross capital expenditure increased to $337M while net capital expenditure was $162M, in each case excluding expenditure and sales by Apollo
prior to the merger
•On a pro forma basis including 12 months of Apollo, FY23 gross capital expenditure was $404M and net capital expenditure was $119M. This
includes the sale of 310 motorhomes to Jucy Rentals immediately prior to completion of the merger
•We expect a similar level of net fleet capital expenditure to FY23 (~$160M) in FY24, with the bulk of our net investment value in New Zealand
and Australia. We also expect approximately $30M of non-fleet capital expenditure (including property capex) in FY24
$120
$107
$181
$337
$0
$50
$100
$150
$200
$250
$300
$350
$400
FY20FY21FY22FY23
Gross Capital Expenditure ($M)
(including 7 months of Apollo)
$135
$197
$186
$175
$0
$50
$100
$150
$200
$250
FY20FY21FY22FY23
Proceeds from Fleet Sales ($M)
(including 7 months of Apollo)
-$15
-$90
-$5
$162
-$150
-$100
-$50
$0
$50
$100
$150
$200
FY20FY21FY22FY23
Net Capital Expenditure ($M)
(including 7 months of Apollo)
thl FY23 INVESTOR PRESENTATION
12
•thl’s funding is sourced from multiple lenders through
various funding types including a syndicated bank debt
facility, asset financing and floor plan finance
•The structure aims to provide an effective balance of
certainty, quantum and cost of funding, recognising the
profile of thl’s liquid assets
•thl’snet debt on 30 June 2023 was $285M, in line with our
earlier guidance of year-end net debt of around $275M
•The effective interest rate on bank borrowings in FY23 was
7.4%, down from 8.5% in FY22
•The increase in net debt from $58M on 30 June 2022 relates
to debt acquired through the merger with Apollo and fleet
capital expenditure
•All of Apollo’s COVID-19 support loans have now been repaid
•The recent refinancing of thl’s syndicated bank debt facilities
in June 2023 has seen an increase in the facility size from
~$150M to ~$250M and lower borrowing margins with
maturity extended out to July 2025
•Based on the FY23 proforma EBITDA, thl’s net debt to
EBITDA ratio is ~1.3x
•While interest cost synergies are being realised, overall
borrowing costs have increased due to base rates increases
Funding arrangements
30 June 2023
Total facility
size
DrawnUndrawn
Syndicated bank debt
$250.9M$107.4M$143.5M
Asset finance
$411.0M$216.1M$194.9M
Floor plan finance
$54.5M$36.8M$17.6M
Other loans$3.5M$1.6M$1.9M
Total$719.9M$362.0M$357.9M
RegionKey lenders
AustralasiaANZ, Westpac, Mercedes, Toyota, ASB, DLL
USAANZ, Westpac, Wells Fargo
CanadaRoyal Bank of Canada, DLL, Scotiabank
UK/EuropeANZ, HSBC
thl FY23 INVESTOR PRESENTATION
13
Integration
update
13
thl FY23 INVESTOR PRESENTATION
14
Project Orange update
•To date we have realised the previously stated synergy
targets at a faster rate than expected
•By June, 13 branches across New Zealand, Australia
and the UK were consolidated to single sites
•The first stage of the North American review into fleet
synergy opportunities is now complete. This will
commence in FY24 with expected benefits accruing
from FY25 estimated at US$1M -$1.5M in cash savings
per annum, with the potential to meaningfully
increase over time
•Brisbane Manufacturing is now part of the Action
Manufacturing family to align manufacturing design
and processes and execute on synergies
•In FY23 we incurred $3M in synergy implementation
costs and estimate that $5M in cumulative synergies
were realised, resulting in a net $2M cash-saving
contribution
•We expect to incur approximately $4M in synergy
implementation costs in FY24, putting overall costs at
the low-to-mid end of the estimated $7M -$11M range
advised in the Scheme Booklet
•We remain on track with our original expectations for
~$16.5M of fixed cost EBIT synergies to be realised by
the end of FY25 or earlier (~$16.5M represents the 70%
fixed proportion of the expected $23 -$24M EBIT cost-
out synergies)
Earlier update –May 2023Latest update –August 2023
Labour
Savingson track for FY23. FY24 may be
slightly delayed due to integration
intensity, no long-term concerns
Synergies remain on track. No long-term
concerns.
Group Support /
Corporate
Duplicate group support services spend
phasing out
Duplicate group support services spend
phased out. Corporate procurement
efficiencies on track.
Sales &
Marketing
Duplicate fixed costs removed.
Performance marketing spend on track
Duplicate fixed costs removed.
Performance marketing spend on track
IT
Focus on integration over costs at
present, timing issue only
Focus remains on integration over costs.
Timing issue only
Property
All properties consolidated by mid-May.
Three sites still to be subleased
All properties consolidated. Two sites still
to be subleased
Bill of Materials
Primary focus is cost increase mitigation.
Fleet consolidation is on track
New manufacturing model announced
enabling more synergies between NZ and
Australia. Confidence remains on synergy
target, however some BOM savings may
be realised later than initially planned
Repairs &
Maintenance
On track, also managing against
inflation-based cost increases
Tenders out to market in three high-spend
categories with two more in planning
Vehicle Sales
Margins
All target vehicles now sold through
internal retail distribution channels
All target vehicles now sold through
internal retail distribution channels
Interest
Funding arrangements rationalisedand
interest savings ahead of schedule
Funding arrangements rationalised and
interest savings ahead of schedule
UK and Ireland
Opportunities progressing across
commercial, operational and marketing
Opportunities progressing across
commercial, operational and marketing
North America
Exploring fleet opportunities to improve
Canadian off-season utilisation
Fleet synergy areas identified between
Canada and USA
Commercial
Standardisation
Pricing now run by a single team with
fleet on single system from mid-May
Pricing now run by a single team with fleet
on single system. Potential further
utilisation benefits from scheduling system
upgrades
thl FY23 INVESTOR PRESENTATION
15
Our synergy tracking methodology
NPAT
Synergy
Tracking
Other P&L
Indicators
Project Orange Actions
and Processes
Record NPAT
achievement is the
ultimate test and
measure of success
We track our
realised synergy
numbers against
the modelled
counterfactuals
We adopt other
P&L indicators in
the business to
track and embed
savings
We get assurance from specific Project
Orange synergy actions and
governance processes
•Our synergy tracking model tracks measurable results against counterfactual
baselines of each company on a standalone basis, with permanent P&L indicators
embedded to sustain synergies
•The complexity in modelling to standalone counterfactual baselines in a changing
external environment increases the further time passes from completion of the
merger
•In time we expect to move to an overall NPAT measure as a target that reflects the
successful realisation of the expected merger synergies
thl FY23 INVESTOR PRESENTATION
Latest
trends
thl FY23 INVESTOR PRESENTATION
1717
~55% up
on FY19
Yields in
Q1 –Q3 FY24
showing
strong growth
on FY23 pcp
~85% up
on FY19
Yields in
Q1 –Q3 FY24
showing
growth on
on FY23 pcp
~40% up
on FY19
2023 peak
season yields in
line with the
2022 peak
season
~50% up
on FY19
2023 peak
season yields in
line with the
2022 peak
season
AustraliaUSA
Latest Average
Rental Yield
Trends
1
UKNew Zealand
FY23 Average
Rental Yields
~20% up
on FY19
2023 peak
season yields
showing
growth on
2022 peak
season
Canada
1
Represents the yield trends observed in the Northern Hemisphere peak season bookings (June 2023 –September 2023) and
Southern Hemisphere bookings for Q1 to Q3 of FY24 (July 2023 -March 2024), in each case compared to the previous
corresponding period
Pre-COVID
Peak
Disruption
Recovery
Breakout
Growth
Flattening
Growth
Yield
Stabilisation
Pre-COVID
NZ
AU
UK
CA
US
Rental yield trends
Phases
Guide to yield phases in each market*
Rental yield trends
•Yields are being closely managed in all markets and are either continuing growth or
holding the recent increases
•The chart on the left is illustrative and shows where we believe each market is relative to
each market’s “peak yield”:
•USA and UK yields have hit peak levels
•Australia and Canada yields are growing but have entered a flattening growth
phase
•New Zealand yields are still growing strongly
•The ~85% lift in average yield in Australia in FY23 brings the market in line with the
traditionally higher yields achieved in other operating markets, as Australia had the lowest
average yield historically. Canada achieved the highest average rental yield pre-COVID. As
such, it has experienced a smaller uplift on a percentage basis relative to other markets
•Forward bookings in New Zealand are showing strong growth on the prior period, partly
due to the prior season being impacted by late border opening announcements
•We expect the stabilisation of pricing in broader tourism and the return of supply to place
some pressure on yields, but that the new stabilised RV rental yields will remain materially
higher than pre-COVID in all markets, as higher pricing is required to offset the increased
costs of RV rental operators
*Average rental yields by market are not to scale and not directly comparable with one another.
This chart is illustrative
showing where we believe
each market is relative to each
market’s “peak yield” position
thl FY23 INVESTOR PRESENTATION
18
Fleet sales margin trends
Expected to
remain stable in
FY23 and start to
normalise in FY24
H1: NZ$30.7k
H2: NZ$29.8k
Expected to
remain stable in
FY23 and
normalise in FY24
H1: A$36.1k
H2: A$35.3k
Expected to
continue to
normalise across
CY23
H1: US$21.6k
H2: US$14.5k
Expected to
continue to
normalise across
CY23
H1: £16.4k
H2: £17.3k
AustraliaUSA
FY23 Average
Fleet Sales Margin
Trends
2
UKNew Zealand
Previous
Guidance
1
Expected to
continue to
normalise across
CY23
H1: C$37.8k
H2: C$25.4k
Canada
1
As advised as part of thl’s 2023 Investor Day presentation on 9 May 2023.
2
Reflects average gross fleet sales margin which equates to sales revenue (net of any wholesaler commissions) less the net book value of the vehicles sold. Includes
fleet sales by Apollo both before and after completion of the merger on 30 November 2022 and therefore metrics may vary to the reported sales margin in the FY23
Interim Results Presentation (which represented thl sales in the first half only). Excludes new retail and trade-in sales.
In line, guidance
unchanged
In line, guidance
unchanged
In line, guidance
unchanged
Margins higher
than expected,
now expected to
normalise in FY24
FY23 Trends
Compared to
Previous
Guidance
In line, guidance
unchanged
thl FY23 INVESTOR PRESENTATION
19
•Global fleet size on 30 June 2023 of 7,233, up ~550 vehicles
from the combined thl and Apollo fleet on 30 June 2022
1
•Our key focuses for fleet growth in FY24 will be New Zealand,
Australia and the UK
•The growth of our North American fleet in the near term will
be mindful of the softening sales environment, higher cost of
new vehicles at present and achieving the optimal balance
between yield and utilisation outcomes
•Our medium-term expectations are now that global fleet will
be below 9,500 vehicles at the end of FY25. Our growth
trajectory will be responsive to how the return of supply
impacts market dynamics in each jurisdiction, with a focus on
market share
•Our supply normalisation expectations are unchanged:
•chassis supply in New Zealand/Australia to normalise in
late CY24
•motorhome supply in North America to normalise in
early CY24
•motorhome supply in UK/Europe to normalise in late
CY24
1
For comparisons purposes the 30 June 2022 fleet size includes Just go and Apollo fleet,
however those businesses were not yet wholly-owned/owned by thl on that date.
0
500
1000
1500
2000
2500
3000
3500
4000
New ZealandAustraliaUSACanadaUK/Europe
Fleet size at year end – thl and Apollo combined
FY19FY20FY21FY22FY23
Global fleet position
Includes 1,045 Apollo vehicles
that were sold in FY20 as
Apollo exited the USA market
thl FY23 INVESTOR PRESENTATION
20
The North American sales environment
Earlier this year you indicated there was a potential timing risk to achieving your FY23 profit
guidance due to vehicle sales in North America. What is the latest on that situation?
In the early North American selling season, we saw that wholesale demand was slow to return. This was expected
to be partly due to dealers overstocking on towable vehicles (creating full credit lines), longer winter weather and
uncertainty around the macro environment. We expected that this was a timing issue only as there remained a
significant shortage of available new chassis, which would see used RVs in demand.
With our balance date of 30 June in the middle of the North American selling season, we communicated the risk
to achieving our FY23 guidance if sales that we expected to occur in late FY23 instead fell into early FY24. Our
USA vehicle sales in May/June 2023 ultimately ended ahead of forecast, however sales in Canada were down. The
combined result was that North American sales were about 90 vehicles down. We are targeting to recover the
shortfall volumes in the first half of FY24. However, we did meet our overall FY23 guidance (which excluded the
acquisition accounting impacts) with sales in other markets exceeding forecast.
As the season has progressed it has become clear that retail RV demand in North America is softening due to the
current macroconditions, high inflation and rising interest rates. Positively we see thlin a stronger position than
most as weexclusively sell used motorisedRVs at a lower price point, so get the benefit of buyers substituting
down from a more expensive new motorhome.
We are seeing the industry manage the changes well, with new RV supply responding quickly. Market
expectations are that new RV shipments in 2023 will be at half of 2022 volumes, showing that manufacturers are
conscious of managing the conditions in the overall market.
As we have shown historically, we are capable of managing purchases to rental and sales demand to keep fleet
utilised. This will likely mean a more conservative purchase volume for CY24 in North America. We also expect
the benefit of the North American fleet synergies over the coming years.
Most importantly, RV travel has experienced category growth over recent years with appeal to a new generation
of younger customers. We believe that in the medium to long-term, the industry will experience ongoing growth
and that we are appropriately managing the near-term impacts from more constrained households. The
generally accepted historical growth rate for the industry of around 3% per annum looks secure when you look
through the pandemic boom of 2020 –2022 to the expected growth beyond 2024.
thl FY23 INVESTOR PRESENTATION
21
Macroeconomic challenges and inflation
Businesses today are facing many challenges across cost inflation, labour shortages and
softening demand from the increasing cost of living and interest rates. What is thl
experiencing and will the tourism industry still expect growth?
From a cost perspective, we are no different to anyone else and have seen rising costs in all categories. The
most significant rises have been the cost of new vehicles in the Northern Hemisphere. From a demand
perspective, we see thlas part of the global RV category overlapping across the tourism, manufacturing and
automotive industries.
Tourism is in a positive position today. While it was severely impacted by the pandemic, that shock means
the industry has a long growth and recovery path despite the macroeconomic difficulties. There is evidence
demonstrating that while household budgets are constrained, consumers still prioritise travel spend by
cutting other costs, suggesting that for many, travel is not considered a discretionary item, although travel
budgets will need to be managed. On the contrary, the automotive retail industry saw strong demand
during the pandemic and is now seeing some softening from those elevated levels.
What separates thlfrom the rest is our operational and geographic diversification and the unique synergy
opportunities the merger with Apollo created.
Our geographic diversification meant that our USA business, which continued to be profitable through the
pandemic, supported our Australasian rentals businesses which were more reliant on international tourism,
particularly New Zealand. Now the Australasian rentals businesses have experienced strong returns to
profitability in FY23 and are positioned well for the coming years, while the North American businesses
experience some headwinds in the sales environment. The same balance applies to our operational
diversification. Our vehicle sales divisions delivered excellent results and supported the tourism and rentals
businesses through a challenging period, and now the rentals businesses have bounced back.
Merger integration and synergy realisation has been a key focus since the merger completed in December
2022. We have made a strong start but really expect the net benefits (after implementation costs) to flow
through to our profit in a meaningful way from FY24 onwards.
thl FY23 INVESTOR PRESENTATION
22
Responsible
management
22
thl FY23 INVESTOR PRESENTATION
23
Our global sustainability programme highlights
Climate & Carbon Strategy
•Our Climate Risks and Opportunities have been updated to reflect our global business and new disclosure standard NZ CS 1 aligned
with the Taskforce on Climate-related Financial Disclosures (TCFD)
•Our FY23 carbon footprint is a ‘transitional’ footprint which includes data for Apollo sites sincethe date of acquisition. Approx. 85% of
our sites are included in this transitional footprint
•Operational emissions: 7,585 t CO2e –an increase of 73% on FY22
•Total footprint: 65,472 t CO2e (includes Customer Journey emissions) –an increase of 60% on FY22
•In FY24, we will be extending our Greenhouse Gas inventory to include full Scope 1, 2 and 3 emissions across all sites,using this as our
restated baseline year and refining our science-aligned targets to reflect the merged business
Future Fleet Programme
•Action Manufacturing leads our Future Fleet programme and is currently developing new eRVsfor the New Zealand market, with a
trial planned for the 2023/24 New Zealand summer
•In FY23, we commissioned a Future Fleet Global Scan of infrastructure readiness for eRVs, internal combustion engine phase-out
regulation deadlines, infrastructure readiness, technology tipping points, climate trends and innovation grants
Sustainable Procurement
•In FY23, we rolled out our Sustainable Procurement Policy and continued onboarding of suppliers to our Supplier Code of Conduct,
which has been received positively
•Completed a global assessment of modern slavery risks as a merged business and will be publishing our global Modern Slavery
Statement towards the end of 2023
Ignition –our Future-Fit programme for our branches
•All branches have targets and actions underway for our five focus areas : energy efficiency and renewables, water conservation, waste,
operational emissions, and community contribution
•US branches reduced energy use by 15% and operational emissions by 38% from FY20. Our US Operations reduced water use
by over 50% over the last four years and our San Francisco branches moved to 100% renewable energy in FY23
•Australia’s operational emissions reduced by 22% from FY20, with a reduction in Melbourne manufacturing waste generated of
35% over the last three years
We continue to use the 23 science-based goals
of the Future-Fit Business Benchmark as the
foundation of our Global Sustainability
Programme
For more information including a full ‘health check’ of
performance against all 23 future-fit goals, refer to our
Integrated Annual Report
thl FY23 INVESTOR PRESENTATION
24
Our focus of crew health, safety and wellbeing
•thlfirmly believes that all injuries are preventable, and a key focus for the business is
building capability in our people and systems to ensure we reduce the risk of physical
or psychological injury
•We are seeing reductions of number of injuries that occur at thl and continue to
actively promote capturing and controlling of new hazards at all locations
•We are investing in:
✓Increased training for all frontline leaders globally in Health and Safety
✓Mental Health First Aid training for crew at our offices and operational sites
✓Technical experts reviewing our sites and processes to ensure we are capturing
hazards and continuing to improve our system
✓Expanded health, safety and wellbeing team with a resource in every region
✓Refreshed reporting and management platform to reduce barriers for our leaders
and crew accessing key information
•Launching in FY24 is our new Health Safety and Wellbeing communication strategy
which will underpin our values and create meaningful connection with the purpose of
reducing injuries at thl
thl FY23 INVESTOR PRESENTATION
25
Financial
review
25
thl FY23 INVESTOR PRESENTATION
26
Divisional performance –thl including 7 months of Apollo
Notes: Results reported for each division excludes non-recurring items. These are collectively included in “Non-recurring items”. “Action Manufacturing Group” includes
intercompany transactions with thl rentals, which are eliminated in “Group Support Services/Other”. “UK/Europe Rentals and Sales” includes the Just go result for October –
December, during which the business was wholly-owned by thl. The Just go result for July – September (during which the business was a 49% joint venture) is included in
“Associates”. Operating cash flow includes the sale and purchase of rental assets. Average funds employed calculated over the seven-month period (Dec 22 - June 23), to
reflect the post Apollo acquisition period.
Year ending 30 June 2023
Year ending 30 June 2022
$M NZD
REVENUE
DIVISIONAL
EBITDA
DIVISIONAL
EBIT
AVE FUNDS
EMPLOYED
REVENUE
DIVISIONAL
EBITDA
DIVISIONAL
EBIT
AVE FUNDS
EMPLOYED
New Zealand Rentals & Sales
124.2
45.3
32.1
103.9
92.3
3.3
(9.0)
90.7
Australian Rentals, Sales & Manufacturing
238.7
58.8
36.0
194.4
77.9
19.9
6.6
83.9
USA Rentals & Sales
176.4
34.8
13.5
219.9
144.6
27.4
12.7
146.0
Canada Rentals & Sales
34.4
3.7
0.6
111.7
–
–
–
–
UK/Europe Rentals & Sales
16.7
0.5
(1.8)
46.5
–
–
–
–
Action Manufacturing Group
118.5
11.7
8.3
38.6
67.7
7.4
4.9
30.6
Tourism
25.1
8.4
6.3
10.3
3.2
(2.0)
(4.2)
17.3
Group Support Services/Other
(70.2)
(4.0)
(5.4)
111.1
(39.9)
(5.9)
(7.4)
40.3
Non-recurring items
–
(0.7)
(0.7)
–
–
3.3
3.3
–
thl
100% owned entities
663.8
158.5
88.9
836.4
345.8
53.4
6.9
408.8
Associates (Just go, Jul - Sep 2022)
–
–
0.8
–
–
–
1.1
5.0
Group Total
663.8
158.5
89.7
836.4
345.8
53.4
8.0
413.8
thl FY23 INVESTOR PRESENTATION
27
Divisional performance –pro forma including 12 months of Apollo
Notes: Results reported for each division excludes non-recurring items. These are collectively included in “Non-recurring items”. “Action Manufacturing
Group” includes intercompany transactions with thl rentals, which are eliminated in “Group Support Services/Other”. “UK/Europe Rentals and Sales”
includes Just go’s performance for the full 12-month period assuming 100% ownership, notwithstanding that thl had a 49% ownership of Just go for July –
September 2022. $4.6M of the “New Zealand Rentals & Sales” EBIT and $8.7M of the “Australian Rentals, Sales & Manufacturing’ EBIT is attributable to the
gain on the sale of 310 motorhomestoJucyRentals prior to the merger. "Group Support Services/Other" includes thl group support costs, whereascertain
Apollo group head office costs areincluded inthe “Australian Rentals, Sales & Manufacturing” division. “Group Support Services/Other” also includes FY23
EBIT of $1.6M and FY22 EBIT of $2.3M relating to foreign currency translation adjustments on inter-entity loans within the Apollo group.
Year ending 30 June 2023Year ending 30 June 2022
Mergeco - Dec 22 to Jun 23 (per Stat table)
$M NZDREVENUE
DIVISIONAL
EBITDA
DIVISIONAL
EBIT
REVENUE
DIVISIONAL
EBITDA
DIVISIONAL
EBIT
New Zealand Rentals & Sales 147.4 54.9 40.1 109.8 4.7 (12.3)
Australian Rentals, Sales & Manufacturing 380.7 84.6 55.9 297.3 35.7 8.6
USA Rentals & Sales 176.4 34.8 13.5 144.6 27.4 12.7
Canada Rentals & Sales 66.2 21.6 16.0 31.3 7.9 3.2
UK/Europe Rentals & Sales 31.4 5.9 2.6 33.9 6.7 5.0
Action Manufacturing Group 118.5 11.7 8.3 67.7 7.4 4.9
Tourism 25.1 8.4 6.3 3.2 (2.0) (4.2)
Group Support Services/Other(70.6) (2.4) (3.8) (39.2) (4.4) (6.8)
Non-recurring items
–
(6.2) (6.2)
–
1.5 1.5
Group Total 875.1 213.3 132.7 648.6 84.9 12.6
thl FY23 INVESTOR PRESENTATION
28
Divisional performance -Return on Funds Employed
•Group ROFE of 15.8%
•New Zealand and Australia have delivered record ROFE
results
•The Tourism businesses have a low capital requirement
and the high ROFE represent the strong overhead
leverage in the business as international tourism returns,
delivering over 60% in ROFE
•USA, Canada and the UK all reflect the challenges faced
with fleet supply including:
•the late delivery of fleet for the 2022 peak season,
reducing peak earnings
•the increased funds employed from holding the
incremental delayed fleet over the winter period
•a holdback on sales in H1 FY23 due to the uncertainty
of fleet arrivals
•Action Manufacturing has also delivered a positive ROFE
result for FY23. We expect ROFE in this business to
improve going forward as (a) supply chains normalise
and (b) FY23 was impacted by the relocation of the
Albany factory to Hamilton
•ROFE on this slide has been calculated by reference to
the 12-month pro forma EBIT by division
1
Average funds employed calculated over the seven-month period (Dec 22 - June 23), to reflect the post Apollo acquisition period.
2
"ROFE Goodwill in GSS" column reflects ROFE calculated with $102M of provisional goodwill in relation to the Apollo acquisition
allocated to the Group Support Services/Other segment, as presented in the Integrated Annual Report. "ROFE Goodwill in ANZ "
column reflects ROFE after allocating $7M of the $102M provisional goodwill to the New Zealand Rentals & Sales segment and the
remaining $95M to the Australian Rentals, Sales & Manufacturing segment.
$M NZD
Average
Funds
1
Year End
Funds
ROFE
Goodwill in
GSS
2
ROFE
Goodwill in
ANZ
2
New Zealand Rentals & Sales
103.9
116.1
37.9%
35.5%
Australian Rentals, Sales & Manufacturing
194.4
230.3
27.6%
18.5%
USA Rentals & Sales
219.9
217.0
5.3%
5.3%
Canada Rentals & Sales
111.7
126.7
13.5%
13.5%
UK/Europe Rentals & Sales
46.5
51.9
5.2%
5.2%
Action Manufacturing Group
38.6
43.4
19.4%
19.4%
Tourism
10.3
10.3
60.2%
60.2%
Group Support Services/Other
111.1
100.4
N/M
N/M
Total net funds employed
836.4
896.1
15.8%
15.8%
thl FY23 INVESTOR PRESENTATION
29
•A significant return to profitability with EBIT of NZ$32.1M, an improvement of
NZ$41.1M on the loss in the pcp
•On a pro forma basis, New Zealand delivered $40.1M of EBIT, an increase of
$52.4M. $4.6M was attributable to the gain on the sale of 110 motorhomes to Jucy
Rentals immediately prior to merger completion
•Rental activity has returned as New Zealand’s borders opened to international
visitors from 31 July 2022, with strong rental yield growth
•Non-tourism rental revenue (thl activity only) was $2.1M, down $2.9M. As
international tourists returned, higher-yielding tourism customers were prioritised
over some lower-yielding non-tourism bookings
•Sale of goods revenue fell by 36% with fewer ex-fleet sales as the business shifts to
fleet regrowth. Total RV sales reduced by approximately 41% on the pcp
•On a pro forma and an all-inclusive basis (new, ex-fleet, trade-ins), New Zealand
had 608 RV sales (~516 ex-fleet) in FY23, compared to 940 (~849 ex-fleet) in FY22
•The average fleet sales margin in FY23 was NZ$30.4k and remained consistent
across the year (average of $30.7k in H1 and $29.8k in H2).
1
As previously indicated,
we expect that margins will start to normalise in FY24
•RV Super Centre retail accessory sales contributed ~$6M to sale of goods revenue
in FY23 (up 4%) with ~$2.2M generated through the online store
•Total fleet on 30 June 2023 increased by 391 vehicles from twelve months prior.
322 vehicles were acquired through the merger with Apollo. The fleet size reflects
the low season fleet for New Zealand and should increase coming into the high
season
•RV Super Centre has recently launched a new branch in Palmerston North for
vehicle sales, retail and servicing/modifications. A new Hamilton branch is
planned to launch in H1 FY24 and will be co-located with Action Manufacturing,
expanding the RVSC footprint to five branches
1
Average fleet sales margin is reported on a pro forma basis inclusive of Apollo fleet sales in FY23 and FY22.
The metric may therefore vary to historical numbers contained in prior investor presentations.
New Zealand Rentals and Sales
Note: Rental fleet and RV sales data reflects the thl FY23 opening fleet and the combined thl and Apollo FY23 closing fleet. FY23
sales and purchases include thl for the twelve-month period and Apollo sales and purchases from 30 November 2022 onwards.
FY22 metrics reflect thlonly.
thl
including 7 months of Apollo
NZD $M
FY23
FY22
VAR
VAR %
Rental revenue
77.0
18.4
58.6
318%
Sale of goods revenue
47.2
73.9
(26.7)
(36%)
Costs
(92.1)
(101.3)
9.2
9%
EBIT
32.1
(9.0)
41.1
N/M
Pro forma including 12 months of Apollo
NZD $M
FY23
FY22
VAR
VAR %
Rental revenue
82.7
24.2
58.5
242%
Sale of goods revenue
64.7
85.6
(20.9)
(24%)
Costs
(107.3)
(122.1)
14.8
12%
EBIT
40.1
(12.3)
52.4
N/M
Fleet and RV sales including 7 months of Apollo
Units:
FY23
FY22
VAR
VAR %
Opening fleet
1,009
1,547
(538)
(35%)
Fleet sales
(1)
(344)
(664)
(320)
(48%)
Fleet purchases - Apollo acquisition
322
-
322
N/A
Fleet purchases - other
413
126
287
228%
Closing fleet
1,400
1,009
391
39%
Retail/non-fleet RV sales (new + trades)
92
78
14
18%
Total RV Sales
436
742
(306)
(41%)
(1)
Includes vehicles written off.
thl FY23 INVESTOR PRESENTATION
30
•Australian division delivers an excellent EBIT result of NZ$36M, up NZ$29.4M on
the pcp
•On a pro forma basis EBIT was A$51.1M, a significant improvement of A$43.0M on
the prior year. A$7.9M was attributable to the gain on the sale of 200 motorhomes
to Jucy Rentals in the ordinary course, immediately prior to merger completion
•A 77% increase In rental revenue was driven by significant rental yield uplifts.
Average rental yield was up ~85% on FY19 levels. Non-tourism (thl activity only)
contributed A$8.1M to rental revenue,up 24% on the pcp
•The average fleet sales margin was A$35.9k, up A$15.6k on the pcp, and held stable
across the year at A$36.1k in H1 and A$35.9k in H2.
1
As previously indicated we
expect that fleet sales margins will normalise in FY24 in this market
•On a pro forma and an all-inclusive basis (new, ex-fleet, trade-ins), Australia had
2,573 RV sales (~545 ex-fleet) in FY23, compared to 2,675 (~625 ex-fleet) in FY22
•The average retail RV sales margin (new and trade-in vehicles) was A$17.6k. This
was up A$2.2k on the pcp but flat on a gross margin percentage basis due to the
higher cost of the vehicles
•Demand for motorisedRVs remains strong, with some indications of softening
demand for towable RVs. The split of new and trade-in sales in FY23 between
towable and motorisedwas approximately 75% to 25%
•The Australian Manufacturing factory produced 1,031 vehicles in FY23, compared to
852 in the pcp. Supply chain issues and shipping delays for new chassis continue
to impact the business but are expected to abate over FY24
•Australian Manufacturing has joined the Action Manufacturing family. There is a
change in reporting lines with the GM Brisbane Manufacturing now reporting to
the CEO of Action Manufacturing
•The divisional reporting for the Australian business is under review with the intent
to split (i) manufacturing, (ii) rentals & sales, and (iii) retail dealerships to more
clearly present the underlying performance of each segment
1
Average fleet sales margin is reported on a pro forma basis inclusive of Apollo fleet sales in FY23 and FY22.
The metric may therefore vary to historical numbers contained in prior investor presentations.
Australian Rentals, Sales & Manufacturing
Notes: Rental fleet and RV sales data reflects the thl FY23 opening fleet and the combined thl and Apollo FY23 closing fleet.
FY23 sales and purchases include thl for the twelve-month period and Apollo sales and purchases from 30 November 2022
onwards. FY22 reflects thlonly and contains a minor variance to the figures contained in the FY22 Investor Presentation.
1
The FY23 fleet sales of 159 represents sale of ex-fleet vehicles by thlprior to February 2023. From February 2023 onwards, thl has
transferred all ex-fleet vehicles to the Apollo retail dealerships resulting in 194 transfers. When those transferred vehicles are sold
to third parties, the sales are recorded in “retail dealership sales”. Fleet sales include vehicles written-off.
2
Total RV sales units excludes buybacks returned.
thl
including 7 months of Apollo
NZD $M
FY23
FY22
VAR
VAR %
Rental revenue
106.4
42.0
64.4
153%
Sale of goods revenue
132.3
35.9
96.4
269%
Costs
(202.7)
(71.3)
(131.4)
(184%)
EBIT
36.0
6.6
29.4
445%
Pro forma including 12 months of Apollo
AUD $M
FY23
FY22
VAR
VAR %
Rental revenue
119.4
67.5
51.9
77%
Sale of goods revenue
228.9
210.9
18.0
9%
Costs
(297.2)
(270.3)
(26.9)
(10%)
EBIT
51.1
8.1
43.0
531%
Rental fleet and sales including 7 months of Apollo
Units:
FY23
FY22
VAR
VAR %
Opening fleet
1,206
1,201
5
0%
Fleet sales
(1)
(159)
(377)
(218)
(58%)
Transfers to Apollo retail dealerships
(1)
(194)
-
194
N/M
Buybacks returned
(227)
(130)
97
75%
Fleet purchases - Apollo acquisition
706
-
706
N/M
Fleet purchases - other
550
301
249
83%
Buyback purchases
199
211
(12)
(6%)
Closing fleet
2,081
1,206
875
73%
(1)
Includes vehicles written off.
RV sales including 7 months of Apollo
Units:
FY23
FY22
VAR
VAR %
Retail dealership sales
1,319
67
1,252
1,869%
Total RV Sales
(2)
1,478
444
1,034
233%
thl FY23 INVESTOR PRESENTATION
31
•USA Rentals & Sales delivered EBIT of US$8.3M, down 5% on the pcp.
At an NZD level EBIT grew by 6% due to favourable movements in the
NZD:USD exchange rate
•Total revenue increased by US$10.0M to US$108.3M, as the growth in
rental revenue exceeded the reduction in sale of goods revenue
•The business delivered a strong rental performance with rental
revenue of US$48.3M, up 33% with improvements in hire days and
yields. Average rental yield saw ~40% growth on FY19 levels and
continued growth over the pcp. The mix of international to domestic
returned to near pre-pandemic proportions for the year
•Sale of goods revenue declined 3%, alongside a 11% fall in total fleet
sales volumes
•Average fleet sales margin was US$17.4k, down by US$7.0k on the
pcp. Softening demand and the higher original cost of purchase of
vehicles sold contributed to the continued normalisation of margins
through the year. Average margins were US$21.6k in H1 and fell to
US$14.5k in H2
•Refer to slide 20 for detail on recent trends and expectations for the
North American vehicle sales market
•Peak season fleet (on 30 June 2023) was 1,818 vehicles, an 11% increase
on the fleet size on 30 June 2022
USA Rentals and Sales
Full year
NZD $M
FY23
FY22
VAR
VAR %
Rental revenue
78.7
53.6
25.1
47%
Sale of goods revenue
97.7
91.0
6.7
7%
Costs
(162.9)
(131.9)
(31.0)
(24%)
EBIT
13.5
12.7
0.8
6%
Full year
USD $M
FY23
FY22
VAR
VAR %
Rental revenue
48.3
36.3
12.0
33%
Sale of goods revenue
60.0
62.0
(2.0)
(3%)
Costs
(100.0)
(89.6)
(10.4)
(12%)
EBIT
8.3
8.7
(0.4)
(5%)
Fleet and RV sales - full year
Units:
FY23
FY22
VAR
VAR %
Opening fleet
1,642
1,487
155
10%
Fleet sales
(1)
(789)
(885)
(96)
(11%)
Fleet purchases
965
1,040
(75)
(7%)
Closing fleet
1,818
1,642
176
11%
(1)
Includes vehicles written off.
thl FY23 INVESTOR PRESENTATION
32
•On a pro forma basis, Canada delivered EBIT of C$13.2M, a significant
improvement of C$10.5M
•The contribution to the thl FY23 result in the 7 months of thl ownership
was NZ$0.6M due to the high season being pre-merger
•Pro forma rental revenue increased by 63% through growth in hire days,
and an uplift of ~20% in average yield relative to FY19. While international
activity has recovered significantly, the domestic proportion of rental
bookings remained above pre-pandemic proportions
•Total fleet on 30 June 2023 was 1,402. This is a significant increase from
the fleet of ~800 operated by the business on 30 June 2022 (before the
merger), however the 2022 Canadian fleet was impacted by supply
restrictions and vehicle deliveries arriving shortly after 30 June 2022
•199 fleet vehicles sold across the full twelve months (165 after 1 December
2022), up by 129 units on the 70 vehicles sales in FY22. The volumes in
FY22 were constrained by supply challenges and managing fleet
requirements
•The sales volumes in FY23 were also limited by supply restrictions and
rental requirements. Volumes are expected to increase as supply
normalises
•The FY23 average fleet sales margin at C$28.7k is a positive result but
experienced a large trend change through the year, with margins
averaging C$37.8k in H1 and falling to C$25.4k in H2. We expect continued
normalisation of margins through CY23
•Our crew have been supporting our guests with alternative plans and
routes around areas impacted by the Canadian wildfires, however, to date
there has been no noticeable impact on new bookings or cancellations
Canada Rentals and Sales
Note: The fleet register is provided from thl’sperspective. The opening fleet balance for FY23 was 0 as thl did not operate a
Canadian business prior to the merger. thl acquired 1,179 Canadian vehicles as part of the merger on 30 November 2022.
Subsequent sales and purchases since that date are reflected in the above figures for “sales” and “purchases –other”.
thl including 7 months of Apollo
NZD $M
FY23FY22VARVAR %
Rental revenue12.0-12.0N/M
Sale of goods revenue22.4-22.4N/M
Costs(33.8)-(33.8)N/M
EBIT0.6-0.6N/M
Pro forma including 12 months of Apollo
CAD $M
FY23FY22VARVAR %
Rental revenue32.219.812.463%
Sale of goods revenue22.47.015.4220%
Costs(41.4)(24.1)(17.3)(72%)
EBIT13.22.710.5389%
Fleet and RV sales reflecting 7 months of Apollo
Units:
FY23FY22VARVAR %
Opening fleet---0%
Fleet sales
(1)
(165)-165N/M
Fleet purchases - Apollo acquisition1,179-1,179N/A
Fleet purchases - other388-388N/M
Closing fleet1,402-1,402N/M
Retail/non-fleet RV sales (new + trades)14-14N/M
Total RV Sales 179-179N/M
(1)
Includes vehicles written off.
thl FY23 INVESTOR PRESENTATION
33
•On a pro forma basis, the UK/Europe business delivered EBIT of £1.3M,
down £1.3M on the pcp
1
•Both Just go and Bunk/Apollo operated a lower than planned peak
fleet size due to delays in vehicle deliveries, which had a significant
impact on the high season performance of the businesses in Q1 FY23
•On a pro forma basis, there were 122 fleet sales, down from 153 in the
pcp
•The statutory EBIT loss of NZ$1.8M for the UK/Europe division is not a
meaningful number as it only includes Just go from October 2022 and
Bunk from December 2022. These periods miss the high season
earnings. The result reflects the losses in the low season
•thlacquired the remaining 51% shareholding in Just go on 30
September 2022, making the business a wholly-owned subsidiary
from that date onwards
•Just go’s contribution to thl up to the transaction date is included in
thl’s statutory results as an equity investment. The 49% shareholding
in Just go for that period contributed NPAT of £0.4M
1
The pro forma result includes the Just go performance for the full 12-month period
in FY23 assuming 100% ownership, despite Just go being a joint ventureup to
September 2022.
UK/Europe Rentals and Sales
33
Note: Fleet and RV sales data for FY23 reflects the Just goopening fleet and the combined Just goand Apollo closing fleet. FY23
sales/purchases include Just go for the twelve-month period and Apollo from 30 November 2022 onwards. All FY22 metrics
reflect Just go only. Prior to October 2022, Just go was a 49% owned joint venture.
thl
including 9 months of Just go and 7 months of Apollo
NZD $M
FY23
FY22
VAR
VAR %
Rental revenue
6.5
-
6.5
N/M
Sale of goods revenue
10.2
-
10.2
N/M
Costs
(18.5)
-
(18.5)
N/M
EBIT
(1.8)
-
(1.8)
N/M
Pro forma including 12 months of Apollo and Just go
GBP £M
FY23
FY22
VAR
VAR %
Rental revenue
8.0
8.3
(0.3)
(4%)
Sale of goods revenue
8.0
8.9
(0.9)
(10%)
Costs
(14.7)
(14.6)
(0.1)
(1%)
EBIT
1.3
2.6
(1.3)
(50%)
Fleet and RV sales including 7 months of Apollo
Units:
FY23
FY22
VAR
VAR %
Opening fleet
204
212
(8)
(4%)
Fleet sales
(1)
(113)
(90)
23
26%
Fleet purchases - Apollo acquisition
231
-
231
N/A
Fleet purchases - other
210
82
128
156%
Closing fleet
532
204
328
161%
(1)
Includes vehicles written off.
thl FY23 INVESTOR PRESENTATION
34
•Action Manufacturing Group as a standalone business (inclusive of
intercompany transactions) delivered EBIT of $8.3M, up $3.4M on the pcp
•Post-elimination of intercompany transactions, Action Manufacturing
delivered EBIT of $4.0M, a significant lift of 100% on the pcp
1
•The performance is a record for Action Manufacturing, both on a pre- and
post-elimination basis
•Continued organic and inorganic revenue growth in the commercial
manufacturing segment with $47M in external revenue, up 80% on the
pcp
•Small-scale acquisitions have bolstered our commercial manufacturing
scale:
•the acquisition of Transcold New Zealand completed on 1 June
2023 with a purchase price of NZ$5.4M
•the acquisition of Freighter New Zealand completed on 8 July
2022 with a purchase price of NZ$2.5M
•Total vehicles manufactured across all Action divisions in FY23 was 1,169,
up 48% on FY22
•Supply chain challenges and inflation pressures are ongoing but easing.
Delays in deliveries result in shortages at times, creating significant
challenges in production and labour planning. While the cost of shipping
and containers has reduced, the reliability of freight is poor
•A new Hamilton factory was opened at Kaimiro Street in January 2023
and the motorhome production lines were relocated to the existing
Hamilton sites following the closure of the Albany factory in December
2022
1
“EBIT –pre intercompany elimination” includes intercompany revenue and costs relating to
the sale ofvehicles to the thl rentals businesses.
Action Manufacturing Group
Full year
NZD $M
FY23
FY22
VAR
VAR %
Sale of goods - external
47.0
26.1
20.9
80%
Costs - external
(43.0)
(24.1)
(18.9)
(78%)
EBIT - post intercompany elimination
4.0
2.0
2.0
100%
Sale of goods - intercompany
71.5
41.6
29.9
72%
Costs - intercompany
(67.2)
(38.7)
(28.5)
(74%)
EBIT - pre intercompany elimination
1
8.3
4.9
3.4
69%
thl FY23 INVESTOR PRESENTATION
35
•The return of international tourists to New Zealand saw the Tourism
division return to profitability with EBIT of $6.3M, up $10.5M on the loss
in the prior year
•Revenue increased to $25.1M but remains below pre-COVID levels (the
division delivered ~$41M in revenue in each of FY19 and FY18)
•The new Waitomo model operates with smaller tour sizes with a more
balanced dispersal of visitors across the various tour offerings. The
shift to these more intimate and personalisedtours has resulted in an
improved customer experience and NPS scores and more sustainable
caves management
•Kiwi Experience is recovering well with tours operating at high
utilisation and average yields exceeding pre-COVID levels. The
business has a lower operating cost base currently, having recently
come out of hibernation
•The Kaimahi for Nature programme, in partnership with the
Department of Conservation, operated throughout FY23 and has now
concluded
•We expect that the Tourism businesses are positioned to deliver an
FY24 result that represents a full recovery to pre-COVID performance
(Tourism EBIT was ~$12M in each of FY19 and FY18)
Tourism
Full year
NZD $M
FY23
FY22
VAR
VAR %
Revenue
25.1
3.2
21.9
684%
Costs
(18.8)
(7.4)
(11.4)
(154%)
EBIT
6.3
(4.2)
10.5
N/M
thl partnered with the Department of
Conversation under the Kaimahi for Nature
programme to protect the environment and
save jobs in the Waitomo community.
The programme retained 26 jobs, with our
crew remaining within the community and with
their hapū, learning new skills, and achieving
significant conservation outcomes.
Kaimahi for Nature
thl FY23 INVESTOR PRESENTATION
36
Group Support Services & Other
•Group Support Services & Other contains costs relating to New
Zealand-based corporate staff, administration and other overhead
costs, as well as thl digital costs and triptech revenue and costs
•A portion of these overhead costs are recharged to the individual
business units and therefore not reflected in this table
•Intercompany revenue and costs relating to transactions between
Action Manufacturing and thl rentals are also eliminated as part of
Group Support Services & Other
•Excluding the elimination of intercompany revenue and costs and
excluding the non-recurring items detailed on slide 39, Group
Support Services and Other resulted in a $1.1M EBIT loss, a smaller loss
by $3.3M on the pcp.
•The purchase of 100% ownership of Triptech (formerly called Outdoria)
and the sale of Mighwayand SHAREaCAMPER in FY22 have led to
adjustments in both revenue and costs, withboth decreasing
compared with the pcp
•Additionally, software development costs previously reported in
Group Support Services have decreased as these costs are now
recharged to business units that have gone live on the Motek
(formerly Cosmos) platform
Full year
NZD $M
FY23
FY22
VAR
VAR %
Revenue
1.3
1.8
(0.5)
(28%)
Costs
(2.4)
(6.2)
3.8
61%
EBIT excl. intercompany eliminations
(1.1)
(4.4)
3.3
75%
Intercompany revenue elimination1
1
(71.5)
(41.7)
(29.8)
(71%)
Intercompany costs elimination
1
67.2
38.7
28.5
74%
EBIT incl. intercompany eliminations
(5.4)
(7.4)
2.0
27%
1
Reflects the elimination of intercompany revenue and costs relating to the sales of vehicles from Action Manufacturing to thl
rentals
thl FY23 INVESTOR PRESENTATION
37
Outlook
thl FY23 INVESTOR PRESENTATION
38
Outlook
•The merger of thl and Apollo has created a platform for future growth and while we
are focused on integration and synergy realisation, we intend that the new collective
continues this growth in the coming years
•We believe the pro forma underlying NPAT in FY23 is a good starting point that
illustrates the merged group’s underlying performance across a full twelve-months.
Looking ahead to FY24, we must consider several additional factors:
•our focus on synergy realisation is expected to deliver a material benefit,
particularly given that the cost synergy savings in FY23 were mostly offset by
implementation costs incurred in the period
•we intend to continue to grow our global fleet size, bookings and volume in
line with returning airline capacity and the ongoing recovery of international
tourism demand, on a considered market-by-market basis
•we expect the performance to be positively underpinned by the current
strong RV rental yields
•We expect that the growth from these improvements would be partly offset by:
•the continuing normalisation of vehicle sales margins and, in some cases,
volumes
•the ongoing increase in core operating costs due to inflation, particularly in
vehicle costs (resulting in higher ongoing holding costs), interest costs,
labour, general expenses and property lease costs
•The Apollo acquisition accounting will also impact the reported FY24 NPAT, estimated
to be a reduction of $4.4M. It is important to note this is an accounting impact and
does not change the cash or economic performance of the business. Refer to slides 42
and 43 for further detail
•Wearepositiveaboutthl’sopportunityforgrowthinFY24andbeyond,andintendto
providefurtherguidanceonourmedium-termgrowthaspirationsatthe2023Annual
Meeting
thl FY23 INVESTOR PRESENTATIONthl FY23 INVESTOR PRESENTATION
•All financials are in NZ dollars unless stated otherwise (throughout presentation).
•All comparisons are against prior corresponding period unless stated otherwise.
•The average NZD:AUD cross-rate (average of the 12-month rates) for FY23 was 0.9144 (FY22: 0.9375).
•The average NZD:USD cross-rate (average of the 12-month rates) for FY23 was 0.6145 (FY22: 0.6801).
•The average NZD:CAD cross-rate (average of the 7-month rates from December 2022) for FY23 was
0.8416.
•The average NZD:GBP cross-rate (average of the 7-month rates from December 2022) for FY23 was
0.5062.
•Return On Funds Employed (ROFE) is a non-GAAP measure that thluses to measure performance of
business units, and the Group, in relation to the financial resources utilised. ROFE is calculated as EBIT
(for FY23 this is calculated on a 12-month pro-forma basis due to the merger) divided by average
monthly net funds employed (this is normally calculated over 12 months, however as a result ofthe
merger average monthly funds have been calculated over 7 months from December to June). Net funds
employed are measured as total equity, plus interest-bearing liabilities (excluding IFRS16 lease liabilities),
less cash on hand. As lease liabilities resulting from IFRS 16 are not considered in determining funds
employed the interest expense arising from IFRS 16 is also deducted from EBIT for the purposes of ROFE.
The calculation is done in NZ dollars.
•EBIT refers to operating profit/(loss) before financing costs and tax and is a non-GAAP measure. This
measure should not be viewed in isolation and is intended to supplement the NZ GAAP measures and
therefore may not be comparable to similarly titled amounts reported by other companies.
•Average fleet sales margin reflect vehicle sales revenue (net of any dealer commissions) less the net
book value of the vehicles sold. It excludes other costs of sale.
•Net debt refers to interest bearing loans and borrowings less cash and cash equivalents.
•The balance sheet is converted at the closing rate as at 30 June 2023. The USD cross rate used was
0.6075 (FY22 - 0.6214); the AUD cross rate used was 0.9182 (FY22 - 0.9031), the CAD cross rate used was
0.8052 and the GBP cross rate used was 0.4816 (FY22 - 0.5127).
•FY23 includes the following non-recurring items (which have been excluded from underlying profit):
•Transaction costs of $5.8M in relation to the merger with Apollo;
•A one-off deferred tax benefit of $2.8M on total transaction costs in relation to the merger with
Apollo;
•A gain of $3.5M on the revaluation of thl’s49% shareholding in Just go (resulting from the
acquisition of the remaining shares);
•A gain of $0.6M on the revaluation of thl’s previous shareholding in Apollo (resulting from the
acquisition of the remaining shares); and
•A gain of $1.0M from an increase in the fair value of deferred consideration on the second tranche
of shares received from Camplify Holdings Limited, in connection with the sale of Mighway and
SHAREaCAMPER in FY22.
•FY22 includes the following non-recurring items (which have been excluded from underlying profit):
•Transaction costs of $4.9M (net of tax)in relation to the merger with Apollo;
•A gain of $5.3M (net of tax) on the sale of Mighway and SHAREaCAMPER;
•A gain of $1.3M on the sale of shares in Roadpass Digital (Togo Group);
•A goodwill impairment of $0.7M in relation to triptech; and
•A gain of $2.3M from loan forgiveness relating to triptech.
•The depreciation expense and interest expense recognised in FY23 in relation to IFRS 16 is $17.3M (FY22:
$10.0M) and $6.7M (FY22: $3.7M) respectively. Actual lease payments for the period were $21.9M (FY22:
$9.6M).
39
Important
notes
thl FY23 INVESTOR PRESENTATION
40
Questions
thl FY23 INVESTOR PRESENTATION
41
Acquisition
accounting
thl FY23 INVESTOR PRESENTATION
42
Acquisition accounting –balance sheet adjustments
•As part of the acquisition accounting, thl is
required to fair value all of Apollo’s assets and
liabilities that have been acquired
•thl has up to 12 months to finalise the
acquisition accounting
•For thl’s FY23 consolidated financial
statements, provisional acquisition accounting
values for the acquisition of Apollo have been
included
•The provisional goodwill recognised in relation
to the acquisition is NZ$102M
•The fair value adjustments made to the
balance sheet effective from 30 November
2022 are summarised on this slide and have
resulted in an increase in net assets of NZ$52M
•The acquisition accounting adjustments
relating to fleet and inventory values are
complete. Intangibles and deferred tax
remains provisional
•The balance sheet adjustments have follow-on
impacts to the P&L for FY23 and, in some
cases, beyond
Adjustment Item
Balance Sheet
Impact (NZ$)
30 Nov 2022
Comment
Properties owned by
Apollo in Canada
$20.7M
The value of Apollo’s properties exceeded the book value and an
adjustment was made. The properties were subsequently sold by thl
in January 2023 at the restated value
Apollo’s shareholding in
Camplify Holdings Limited
$12.3M
The market value of Apollo’s shareholding in Camplify exceeded the
book value. An adjustment was made to match the share price on 30
November 2022. Ongoing fair value movements on the value of the
Camplify shares will be recognised within ‘other comprehensive
income’
IFRS 16$18.9M
Apollo’s lease liabilities and right-of-use-assets were reset as at 30
November 2022. This predominantly relates to the Apollo Brisbane
factory lease
Apollo’s vehicleinventory$6.7M
A fair value adjustment was recognised on Apollo’s vehicle sales
inventory on hand at the acquisition date
Apollo’s intangibleassets
(excludinggoodwill)
-$8.9M
There was an adjustment to reduce the net value of intangible assets
acquired
Apollo’s non-fleet PPE$3.5M
An adjustment was made to reflect the fair value of the non-fleet PPE
acquired
Apollo’s factory work
inprogress
$1.1M
A fair value adjustment was made in relation to Apollo inventory and
fleet that was in production at the date of the acquisition
Deferred tax-$2.3M
An additional deferred tax liability was recognised, resulting from
the fair value adjustments outlined above, offset by the tax base
reset arising from the transaction
Net adjustment from fair
valuing of assets
$52.0M
thl FY23 INVESTOR PRESENTATION
43
Acquisition accounting–impact on earnings
•The net impact of the acquisition
accounting adjustments on thl’s
FY23 NPAT is a NZ$4.0M
reduction
•The expected net impact on
FY24 NPAT is a NZ$4.4M
reduction
•There will be an ongoing impact
on NPAT beyond FY24 relating to
the additional depreciation and
interest on the increased value of
right-of-use assets and lease
liabilities, estimated to be a
NZ$2.3M reduction each year
•The future impacts of the
acquisition accounting
adjustments will be included in
statutory reporting and as part of
the ordinary course of business.
It will not be excluded in
reporting underlying earnings
Adjustment
Item
NPAT Impact
(NZ$)
FY23
(7 months)
NPAT Impact
(NZ$)
FY24
(Estimate)
NPAT Impact
(NZ$)
FY25 and beyond
(Estimate)
Comment
IFRS 16-$1.3M-$2.3M
-$2.3M
(unwinding over the
term of the leases)
The adjustment to increase right-of-use assets and lease
liabilities results in additional depreciation and interest
expense on an ongoing basis
Apollo’s vehicle
inventory
-$2.7M-$2.4MNo impact
The upwards adjustment to vehicle inventory values
reduces the gain on sale margin achieved when those
vehicles are sold. For the seven months in FY23 this
reduced sales margins (after tax) by $2.7M. It is
expected that these remaining inventory vehicles will
be sold in FY24
Apollo’s
intangible
assets
(excluding
goodwill)
$0.5M$0.8M
Not significant
(unwinding over the life
of the assets)
The downwards adjustment to the value of intangible
assets results in a lower amortisationexpense
Apollo’s non-
fleet PPE
-$0.2M-$0.4M
Not significant
(unwinding over the life
of the assets)
The upwards adjustment in the value of non-fleet PPE
results in ongoing increased depreciation expense
Apollo’s factory
work in
progress
-$0.3M-$0.1M
Not significant
(unwinding over the life
of the assets)
The upwards adjustment in the value of factory WIP
results in ongoing increased depreciation expense while
those vehicles are on fleet
Net
adjustment
-$4.0M-$4.4M-$2.3M
thl FY23 INVESTOR PRESENTATION
44
Supplementary
information
thl FY23 INVESTOR PRESENTATION
Divisional EBIT –thl including 7 months of Apollo in FY23
45
Full year
6 months to 30 June
6 Months to 31 December
NZD $M
FY23
FY22
VAR
VAR %
FY23
FY22
VAR
VAR %
FY23
FY22
VAR
VAR %
thl
operating divisions
New Zealand Rentals & Sales
32.1
(9.0)
41.1
N/M
26.4
(2.0)
28.4
N/M
5.7
(7.0)
12.7
N/M
Australian Rentals, Sales & Manufacturing
36.0
6.6
29.4
445%
15.2
7.6
7.6
100%
20.8
(1.0)
21.8
N/M
USA Rentals & Sales
13.5
12.7
0.8
6%
(3.7)
1.5
(5.2)
N/M
17.2
11.2
6.0
54%
Canada Rentals & Sales
0.6
0.0
0.6
N/M
0.9
0.0
0.9
N/M
(0.3)
0.0
(0.3)
N/M
UK/Europe Rentals & Sales
(1.8)
0.0
(1.8)
N/M
(0.6)
0.0
(0.6)
N/M
(1.2)
0.0
(1.2)
N/M
Action Manufacturing Group
8.3
4.9
3.4
69%
4.4
1.3
3.1
238%
3.9
3.6
0.3
8%
Tourism
6.3
(4.2)
10.5
N/M
4.8
(1.8)
6.6
N/M
1.5
(2.4)
3.9
N/M
Total operating divisions
95.0
11.0
84.0
764%
47.4
6.6
40.8
618%
47.6
4.4
43.2
982%
Group Support Services/Other
(5.4)
(7.4)
2.0
27%
(1.2)
(4.0)
2.8
70%
(4.2)
(3.4)
(0.8)
(24%)
EBIT before non-recurring items
89.6
3.6
86.0
2,389%
46.2
2.6
43.6
1,677%
43.4
1.0
42.4
4,240%
Non-recurring items
Merger transaction costs
(5.8)
(4.9)
(0.9)
(18%)
(0.6)
(2.8)
2.2
79%
(5.2)
(2.1)
(3.1)
(148%)
Gain on equity accounted investments
4.1
0.0
4.1
N/M
0.0
0.0
0.0
0%
4.1
0.0
4.1
N/M
Gain on revaluation of shares held in Camplify
Holdings Limited
1.0
0.0
1.0
N/M
1.0
0.0
1.0
N/M
0.0
0.0
0.0
0%
Gain on sale of Roadpass Digital, Mighway and
SHAREaCAMPER
0.0
6.6
(6.6)
N/M
0.0
6.6
(6.6)
N/M
0.0
0.0
0.0
0%
Impairment of goodwill and gain on loan
forgiveness in relation to triptech
0.0
1.6
(1.6)
N/M
0.0
1.6
(1.6)
N/M
0.0
0.0
0.0
0%
Total non-recurring items
(0.7)
3.3
(4.0)
N/M
0.4
5.4
(5.0)
(93%)
(1.1)
(2.1)
1.0
48%
Group EBIT
88.9
6.9
82.0
1,188%
46.6
8.0
38.6
483%
42.3
(1.1)
43.4
N/M
thl FY23 INVESTOR PRESENTATION
46
EBIT bridge –pro forma including 12 months of Apollo
thl FY23 INVESTOR PRESENTATION
Income statement summary –thl including 7 months of Apollo in FY23
47
Full year6 months to 30 June6 Months to 31 December
NZD $MFY23FY22VARVAR %FY23FY22VARVAR %FY23FY22VARVAR %
Revenue
Sale of services307.0118.9188.1158%172.968.6104.3152%134.150.383.8167%
Sale of goods356.8226.9129.957%229.9102.3127.6125%126.9124.62.32%
Total revenue663.8345.8318.092%402.8170.9231.9136%261.0174.986.149%
Costs(505.3)(292.4)(212.9)(73%)(315.1)(139.4)(175.7)(126%)(190.2)(153.0)(37.2)(24%)
EBITDA158.553.4105.1197%87.731.556.2178%70.821.948.9223%
Depreciation & amortisation(69.6)(46.5)(23.1)(50%)(41.1)(23.4)(17.7)(76%)(28.5)(23.1)(5.4)(23%)
EBIT88.96.982.0(1,188%)46.68.138.5(475%)42.3(1.1)43.43,945%
Interest(22.7)(10.7)(12.0)(112%)(16.0)(5.8)(10.2)(176%)(6.7)(4.9)(1.8)(37%)
Share of profit from associates0.81.1(0.3)(27%)0.0(0.1)0.1100%0.81.2(0.4)(33%)
Net profit/(loss) before tax67.0(2.7)69.7N/M30.62.228.41,291%36.4(4.8)41.2N/M
Taxation(17.1)0.6(17.7)N/M(5.9)0.2(6.1)N/M(11.2)0.4(11.6)N/M
Net profit/(loss) after tax49.9(2.1)52.0N/M24.72.422.3929%25.2(4.4)29.6N/M
Net profit/(loss) after tax is attributable to:
Equity holders of the Company49.9(1.5)51.4N/M24.72.522.2888%25.2(4.0)29.2N/M
Non-controlling interest0.0(0.6)0.6100%0.0(0.2)0.2100%0.0(0.4)0.4100%
Basic EPS (in cents)*26.4(1.0)
Diluted EPS (in cents)26.1(1.0)
*Based on weighted average number of shares on issue across the financial period.
thl FY23 INVESTOR PRESENTATION
Revenue –thl including 7 months of Apollo in FY23
48
*Action Manufacturing’s results include intercompany transactions with thl rentals, which are eliminated in “Other”.
Full year
6 months to 30 June
6 Months to 31 December
H1 FY23
NZD $M
FY23
FY22
VAR
VAR %
FY23
FY22
VAR
VAR %
FY23
FY22
VAR
VAR %
thl
Rentals & Sales - rental revenue
Rental revenue
New Zealand
77.0
18.4
58.6
318%
50.5
12.2
38.3
314%
26.5
6.2
20.3
327%
Australia
106.4
42.0
64.4
153%
60.0
26.3
33.7
128%
46.4
15.7
30.7
196%
USA
78.7
53.6
25.1
47%
28.0
26.7
1.3
5%
50.7
26.9
23.8
88%
Canada
12.0
0.0
12.0
N/M
11.9
0.0
11.9
N/M
0.1
0.0
0.1
N/M
UK Europe
6.5
0.0
6.5
N/M
5.8
0.0
5.8
N/M
0.7
0.0
0.7
N/M
Total rental revenue
280.6
114.0
166.6
146%
156.2
65.2
91.0
140%
124.4
48.8
75.6
155%
Total revenue
thl
Rentals & Sales - sale of goods revenue
New Zealand
47.2
73.9
(26.7)
(36%)
25.5
32.1
(6.6)
(21%)
21.7
41.8
(20.1)
(48%)
Australia
132.3
35.9
96.4
269%
98.5
19.7
78.8
400%
33.8
16.2
17.6
109%
USA
97.7
91.0
6.7
7%
53.7
38.0
15.7
41%
44.0
53.0
(9.0)
(17%)
Canada
22.4
0.0
22.4
N/M
20.1
0.0
20.1
N/M
2.3
0.0
2.3
N/M
UK Europe
10.2
0.0
10.2
N/M
7.4
0.0
7.4
N/M
2.8
0.0
2.8
N/M
Total sale of goods revenue
309.8
200.8
109.0
54%
205.2
89.8
115.4
129%
104.6
111.0
(6.4)
(6%)
Action Manufacturing*
118.5
67.7
50.8
75%
56.9
37.2
19.7
53%
61.6
30.5
31.1
102%
Tourism
25.1
3.2
21.9
684%
15.7
2.4
13.3
554%
9.4
0.8
8.6
1,075%
Other (including intercompany eliminations)
(70.2)
(39.9)
(30.3)
(76%)
(31.2)
(23.7)
(7.5)
(32%)
(39.0)
(16.2)
(22.8)
(141%)
Total revenue other operating divisions
73.4
31.0
42.4
137%
41.4
15.9
25.5
160%
32.0
15.1
16.9
112%
Group revenue
663.8
345.8
318.0
92%
402.8
170.9
231.9
136%
261.0
174.9
86.1
49%
thl FY23 INVESTOR PRESENTATION
EBITDA –thl including 7 months of Apollo in FY23
49
EBITDA
Full year
6 months to 30 June
6 Months to 31 December
NZD $M
FY23
FY22
VAR
VAR %
FY23
FY22
VAR
VAR %
FY23
FY22
VAR
VAR %
EBIT
88.9
6.9
82.0
1,188%
46.6
8.0
38.6
483%
42.3
(1.1)
43.4
N/M
0.0
0%
Add back non-cash items:
0.0
0%
Depreciation
67.1
44.6
22.5
50%
39.6
22.5
17.1
76%
27.5
22.1
5.4
24%
Amortisation
2.5
1.9
0.6
32%
1.5
1.0
0.5
50%
1.0
0.9
0.1
11%
EBITDA
158.5
53.4
105.1
197%
87.7
31.5
56.2
178%
70.8
21.9
48.9
223%
EBITDA before non-recurring items
Full year
6 months to 30 June
6 Months to 31 December
NZD $M
FY23
FY22
VAR
VAR %
FY23
FY22
VAR
VAR %
FY23
FY22
VAR
VAR %
EBIT before non-recurring items
89.6
3.6
86.0
2,389%
64.4
7.6
56.8
747%
25.2
(4.0)
29.2
N/M
0.0
0%
Add back non-cash items:
0.0
0%
Depreciation
67.1
44.6
22.5
50%
39.6
22.5
17.1
76%
27.5
22.1
5.4
24%
Amortisation
2.5
1.9
0.6
32%
1.5
1.0
0.5
50%
1.0
0.9
0.1
11%
EBITDA before non-recurring items
159.2
50.1
109.1
218%
105.5
31.1
74.4
239%
53.7
19.0
34.7
183%
thl FY23 INVESTOR PRESENTATION
Balance sheet
50
As atAs at
NZD $M30 Jun 202330 Jun 2022VAR
Equity611.0 331.7 279.3
Non current liabilities287.7 113.4 174.3
Current liabilities285.0 68.1 216.9
Lease liabilities159.9 82.6 77.3
Total source of funds1,343.6 595.8 747.8
Intangible assets and goodwill190.3 55.4 134.9
Financial assets23.2 5.6 17.6
Derivative financial instruments2.4 0.5 1.9
Investments in associates and joint ventures0.0 6.0 (6.0)
Property, plant and equipment659.3 311.8 347.5
Right-of-use assets145.0 70.8 74.2
Current assets323.4 145.7 177.7
Total use of funds1,343.6 595.8 747.8
Net debt position (excluding lease liabilities)285.1 58.5 226.6
Net tangible assets420.7 276.3 144.4
Net tangible assets per share*$1.97$1.82
Book value of net assets per share*$2.85$2.18
Debt / debt + equity ratio (net of intangibles)40%17%
Equity ratio (net of intangibles)36%51%
AUD exchange rate at period end0.91820.9031
USD exchange rate at period end0.60750.6214
GBP exchange rate at period end0.48160.5127
CAD exchange rate at period end0.80520.8029
* Based on shares on issue at the relevant balance date
thl FY23 INVESTOR PRESENTATION
Gain on fleet sales and gross profit –pro forma including 12 months of Apollo
51
Note: Gross fleet sales margins reflect sales revenue (net of any dealer commissions) less the net book value of the vehicles sold. It excludes other costs of sale. The methodology may differ to sales margin metrics previously reported by thl. The above figures
are a pro forma view including 12 months of Apollo and include the gain on the sale of 310 motorhomes sold to Jucy Rentals on30November 2022. The equivalent table in thl’s FY23 interim results presentation did not include the gain related to the sales to
Jucy Rentals.
Pro forma consolidated
$MFY23FY22VARVAR %
Proceeds from sale of fleet
New Zealand43.164.0(20.9)(33%)
Australia57.542.415.136%
USA95.489.36.17%
Canada20.95.915.0254%
UK/Europe11.614.3(2.7)(19%)
Total proceeds from sale of fleet 228.5215.912.66%
Net book value of fleet sold
New Zealand27.446.0(18.6)(40%)
Australia36.128.97.225%
USA73.057.615.427%
Canada14.14.010.1253%
UK/Europe7.710.8(3.1)(29%)
Total net book value of fleet sold158.3147.311.07%
Gross margin on fleet sold
New Zealand15.718.0(2.3)(13%)
Australia21.413.57.959%
USA22.431.7(9.3)(29%)
Canada6.81.94.9258%
UK/Europe3.93.50.411%
Total gross margin on fleet sold70.268.61.62%
Pro forma consolidated
$k
FY23
FY22
VAR
VAR %
Average gross margin on fleet sold
New Zealand
30.4
21.2
9.2
44%
Australia
39.3
21.6
17.7
82%
USA
28.5
36.1
(7.6)
(21%)
Canada
34.5
27.9
6.6
24%
UK/Europe
32.0
22.9
9.1
40%
Pro forma consolidated
#
FY23
FY22
VAR
VAR %
Fleet vehicles sold (excluding buybacks)
New Zealand
516
849
(333)
(39%)
Australia
545
625
(80)
(13%)
USA
786
878
(92)
(10%)
Canada
197
68
129
190%
UK/Europe
122
153
(31)
(20%)
Total fleet vehicles sold (excluding buybacks)
2,166
2,573
(407)
(16%)
thlonline.com
---
Tourism Holdings Limited
Tel: +64 9 336 4299
The Beach House
Fax: +64 9 309 9269
Level 1, 83 Beach Road
www.thlonline.com
Auckland City
PO Box 4293, Shortland Street
Auckland 1140, New Zealand
29 August 2023
NZX | ASX | MEDIA RELEASE
TOURISM HOLDINGS LIMITED (thl)
A RECORD UNDERLYING PROFIT, $0.15 DIVIDEND AND POSITIVE GROWTH OUTLOOK
Summary:
• Statutory net profit after tax (NPAT) of $49.9M, an increase of $52M on the prior year
• A record underlying NPAT of $47.8M and pro forma underlying NPAT of $77.1M (which includes the
impact of acquisition accounting)
1
• Pro forma underlying NPAT of $81.1M after removing the impact of acquisition accounting, which was
not included in previous guidance of $75M+
• Historic merger with Apollo completed with successful initial integration
• Group Return on Funds Employed of 15.8%
• A final dividend of 15 cents per share (100% imputed, 25% franked), representing the full year dividend
as no interim dividend was paid
• New thl dividend policy targets distribution of 40 – 60% of underlying NPAT
• We are positive about thl’s opportunity for growth in FY24 and beyond, and intend to provide further
guidance on our medium-term growth aspirations at the 2023 Annual Meeting
thl today releases its results for the financial year ending 30 June 2023 (FY23).
Cathy Quinn, thl Chair, says “the result reflects an excellent performance and is evidence that the new thl,
following the merger with Apollo, is a larger and stronger entity. We believe that thl has a positive future
and as a Board, are focused on supporting the future growth of thl.”
Grant Webster, thl Chief Executive, says “we believe it’s one of those times to reflect and celebrate. thl has
delivered a record underlying NPAT having successfully merged with Apollo in November 2022, alongside
a long list of other achievements and progress.
“We have been incredibly active as an organisation, not only with the momentum in integrating thl and
Apollo, but across all aspects of our business, opening new locations, launching new fleet, and driving
forward with our sustainability initiatives, all while managing the return of international tourism and
delivering a record result.
“The tourism industry is in a positive position, ready to be a key driver of the economies in New Zealand
and Australia in particular over the coming 12 months.”
1
Pro forma underlying NPAT is a non-GAAP measure which includes the results of Apollo and Just go for the 12-
months of FY23 on an assumed 100% ownership basis, notwithstanding that those acquisitions took place part
way through the year. Refer to the FY23 Investor Presentation for a reconciliation to statutory NPAT.
thl announces final dividend for FY23 and new dividend policy
thl is pleased to declare a final dividend for FY23 of 15 cents per share and to confirm its new dividend
policy, which targets a pay-out ratio of 40 to 60% of underlying net profit after tax. The new policy factors
in thl’s equity position and anticipated fleet regrowth capital requirements.
The final dividend of 15 cents per share will be 100% imputed and 25% franked, and represents the full
year dividend, as no interim dividend was paid.
The Dividend Reinvestment Plan is available to eligible shareholders that wish to participate. A 2% discount
is available. The Dividend Reinvestment Plan Offer Document has recently been amended and is available
on thl’s website.
thl rewarding crew with $1,000 worth of shares
In recognition of the dedication of its crew and thl’s return to profitability with a record result in FY23, thl
is rewarding its crew with a bonus of $1,000 worth of thl shares net of tax (or a cash equivalent for eligible
employees outside of Australasia).
thl Chief Executive Grant Webster says “I am hugely proud of the efforts of our crew over what was the
most challenging period in our company’s history. The results that we are now achieving are a real
testament to all our thl crew globally (old and new), who come to work every day with an immense passion
for creating unforgettable journeys.
“The Board and Executive believe in the positive future of thl, and we want our crew to be able to benefit
from the success that we expect thl to have.”
It is estimated around 1,800 employees will be eligible for the bonus, which is expected to be paid in
September or October 2023.
The FY23 result includes several statutory one-off items, primarily relating to merger transaction costs and
the acquisition of the remaining 51% shareholding in Just go. The results are further complicated by the
inclusion of Apollo’s trading for only the seven months from December 2022 to June 2023.
A pro forma view for the results of both thl and Apollo across the full 12 months has been included in the
Investor Presentation to assist shareholders to understand the performance of the combined business.
Given the complexity of the results, shareholders are strongly encouraged to review the Investor
Presentation for further detail including a reconciliation between the statutory, underlying and pro forma
results.
The 2023 Integrated Annual Report, including the financial statements, as well as an Investor Presentation,
are available on thl’s website and on NZX/ASX.
ENDS
Authorised by:
Cathy Quinn
Chair, Tourism Holdings Limited
For further information contact:
Grant Webster
thl Chief Executive Officer
Direct Dial: +64 9 336 4255
Mobile: +64 21 449 210
About thl (www.thlonline.com)
thl is a global tourism operator listed on the NZX and ASX (code: THL) and is the largest commercial RV rental operator in the
world. In November 2022, thl merged with Apollo Tourism & Leisure, creating a multi-national, vertically integrated RV
manufacturing, rental, and retail business spanning motorhomes, campervans and caravans. thl also operates tourism adventure,
travel technology, and commercial vehicle manufacturing businesses.
In New Zealand/Australia, thl operates rental brands (Maui, Britz, Apollo, Mighty, Hippie, Cheapa Campa), manufacturing (Action
Manufacturing, Apollo), retail brands (Talvor, Kea, Winnebago, Adria, Coromal, Windsor), retail dealerships (RV Super Centre,
Apollo RV Sales, Kratzmann, George Day, Sydney RV, E-Camperco), travel technology (TripTech) and tourism attractions (Kiwi
Experience and the Discover Waitomo Group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The
Legendary Black Water Rafting Co.). In North America, thl operates the Road Bear RV, El Monte RV, CanaDream, Britz and Mighty
rental brands. In UK and Europe, thl operates the Just go, Apollo and Bunk Campers rental brands.
---
Results announcement
Tourism Holdings Limited
Results for announcement to the market
Name of issuer Tourism Holdings Limited
Reporting Period 12 months to 30 June 2023
Previous Reporting Period 12 months to 30 June 2022
Currency New Zealand Dollars
Amount (000s) Percentage change
Revenue from continuing
operations
$663,841 +92%
Total Revenue $663,841 +92%
Net profit/(loss) from
continuing operations
$49,858 +2453%
Total net profit/(loss) $49,858 +2453%
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.15000000
Imputed amount per Quoted
Equity Security
$0.05833333
Record Date 15 September 2023
Dividend Payment Date 29 September 2023
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.96 $1.82
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer to attached audited financial statements and investor
presentation.
Authority for this announcement
Name of person
authorised
to make this announcement
Cathy Quinn
Contact person for this
announcement
Grant Webster
Contact phone number +64 9 336 4255
Contact email address grant.webster@thlonline.com
Date of release through MAP
29 August 2023
Audited financial statements accompany this announcement.
---
Distribution Notice
Section 1: Issuer information
Name of issuer Tourism Holdings Limited
Financial product name/description Ordinary Shares
NZX ticker code THL
ISIN (If unknown, check on NZX
website)
NZ HELE 0001S9
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies X
Record date 15/09/2023
Ex-Date (one business day before the
Record Date)
14/09/2023
Payment date (and allotment date for
DRP)
29/09/2023
Total monies associated with the
distribution
$32,162,155
Source of distribution (for example,
retained earnings)
Retained Earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution $0.20833333
Gross taxable amount $0.20833333
Total cash distribution $0.15000000
Excluded amount (applicable to listed
PIEs)
N/A
Supplementary distribution amount $ 0.02647059
Section 3: Imputation credits and Resident Withholding Tax
Is the distribution imputed Fully imputed
If fully or partially imputed, please
state imputation rate as % applied
100%
Imputation tax credits per financial
product
$0.05833333
Resident Withholding Tax per
financial product
$0.01041667
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
2.0%
Start date and end date for
determining market price for DRP
18/09/2023 22/09/2023
Date strike price to be announced (if
not available at this time)
25/09/2023
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
New issue
DRP strike price per financial product
$TBC
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
18/09/2023
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Grant Webster, CEO
Contact person for this
announcement
Amir Ansari, Manager Strategy & Development
Contact phone number +64 21 1638053
Contact email address
a
mir.ansari@thlonline.com
Date of release through MAP
29/08/23
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.