ANNUAL REPORT 2021
ANNUAL REPORT 2021
CONTENTS
ABOUT MAAS GROUP
OUR STRATEGIC FOCUS
KEY FACTS & FIGURES FY20/21
CHAIRMAN’S LETTER
CEO’S REPORT
OUR PEOPLE & COMMUNITY
GOVERNANCE
BUSINESS SEGMENTS
DIRECTORS
EXECUTIVE TEAM
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE
DECLARATION
CONSOLIDATED FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
SHAREHOLDER INFORMATION
CORPORATE DIRECTORY
2
4
6
8
10
12
15
16
20
22
26
40
41
47
111
112
117
119
Disclaimer
This is the Annual Report for MAAS Group Holdings Limited (ACN 632 994 542) (“MGH”).
The information contained in this report should not be taken as financial product advice and has been prepared as general information only without
consideration of your particular investment objectives, financial circumstances, or particular needs. This report is not an invitation, offer or recommendation
(express or implied) to apply for or purchase or take any other action.
This report contains forward looking statement. These statements are not guarantees of future performance, and involve known and unknown risks, uncertainties
and other factors, many of which are beyond the control of MGH, and which may cause actual results or performance to differ materially from those expressed
or implied by the forward looking statements contained in this report.
No representation is made that any of these statements will come to pass or that results will be achieved. Similarly, no representation is given that the
assumptions upon which forward looking statements may be based are reasonable. These forward looking statements and forecasts are based on information
available to MGH as of the date of this report. Except as required by law or regulation (including the ASX Listing Rules) MGH undertakes no obligation to update
or revise these forward looking statements
Certain financial information in this report is prepared on a different basis to the Financial Report, which is prepared in accordance with Australian Accounting
Standards. Any additional financial information in this report which is not included in the Financial Report was not subject to independent audit or review by
BDO Audit Pty Ltd.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 1
Founded in 2002, MAAS Group is a leading
independent Australian construction
materials, equipment and services provider
with diversified exposures across the civil,
infrastructure, mining and real estate end
markets.
With a diverse and experienced team of over 850
employees and a fleet of 400 plus machines, MAAS
operates from multiple strategically placed offices
throughout Australasia. Ensuring the highest standards of
delivery are met on time, every time.
Based in Dubbo NSW, MAAS Group operates right across
Australia, with a strong presence in regional areas and a
growing international presence.
MAAS Group holds strong market positions in each of its
complementary segments:
Construction Materials
Civil Construction and Hire
`
`
`
Real Estate
` Manufacturing
2 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ABOUT MAAS GROUP ABOUT MAAS GROUP
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 3
OUR STRATEGIC FOCUS
The current significant pipeline of infrastructure
construction is anticipated to provide opportunities for
MAAS Group to leverage its strong market positions
and vertically integrated business model to provide
construction materials, equipment and services to a range
of civil and infrastructure projects. Further, economic and
population growth in regional NSW is expected to drive
demand for affordable housing and services, providing
opportunities for MAAS Group to develop existing and
additional residential housing estates and commercial
properties.
There are also global opportunities for MAAS Group to
expand its product range and distribution reach for its
mobile and electrical equipment in the specialised civil
tunnelling and underground hard-rock mining markets.
The Company has manufacturing facilities in Vietnam that
supply underground mobile and electrical equipment to
the civil tunnelling and underground hard-rock mining
industries in Australia and globally.
4 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
OUR VALUES
OUR STRATEGIC FOCUS
Business Strengths
` MAAS Group is a significant independent competitor
with strong regional market positions and diversified
exposures across the civil, infrastructure, property and
mining end markets.
` MAAS Group operates a vertically integrated business
model, with a track record of capturing margin
opportunities across the business cycle.
` MAAS Group employs a disciplined approach to
the deployment of capital and managing assets,
with a focus on achieving strong financial returns on
investment.
` MAAS Group has undertaken significant historical
investment in a portfolio of strategic quarry and
property assets that do not currently generate
earnings, but are anticipated to contribute to future
shareholder value for MAAS Group.
` MAAS Group has a strong, stable, experienced and
passionate management team.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 5
KEY FACTS & FIGURES FY20/21
FINANCIAL HIGHLIGHTS
FY21 V FY20
Statutory Revenue +43.4%
Proforma Revenue +26%1
$277.6m
$283.4m
Increase of 43.4% over the
prior year
Increase of 26% over prior
year, strong pipeline for
FY22 and beyond
Statutory NPAT 67.1%
Proforma NPAT +22%1,2
$34.6m
$39.7m
Increase of 67.1% over the
prior year
Increase of 22%
over prior year
Proforma operating cash5
Proforma Liquidity6
$61.7m
$170.0m
81% operating cash
conversion, tight management
of working capital
Strong liquidity position to
fund next phase of growth
Increase of approx. $86m over
IPO pro forma liquidity
6 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
KEY FACTS & FIGURES FY20/21
Proforma EBITDA +17%1
Proforma EBIT +20%1
$75.9m
$59.8m
Strong performance in line
with expectations, increase
17% over prior year
Increase of 20% over prior
year, EBIT to EBITDA
conversion of 79%
Total tangible assets +27%3
Proforma Net Debt4
$434.9m
$47.5m
Strong balance sheet, increase
of $93m (27%) over prior year
$30.4m lower than pro forma
IPO balance sheet
0.6x pro forma EBITDA
1. Proforma Revenue, EBITDA, EBIT & NPAT are non-IFRS measures which do not have any standardised meaning
prescribed by IFRS and therefore may not be comparable to those measures presented by other companies. These
measures, which are unaudited, are important to management as an additional way to evaluate the performance of
MGH.
Includes $0.1m of NPAT attributable to non controlling interest
2.
3. Comparison to IPO proforma balance sheet
4.
5. Operating cash pre tax and interest
6.
Includes committed funds from July 21 capital raise ($79.0m), excludes AASB16 rental property leases
Includes committed funds from July 21 capital raise ($79.0m) and credit approved facility increase ($40.0m)
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 7
CHAIRMAN’S LETTER
September 2021
Dear fellow Shareholders,
It is my pleasure to reflect
on MAAS Group Holdings
Ltd’s first year as a public
company after listing on the
Australian Stock Exchange
on 4 December 2020.
The significant transition from a private company to the
listed arena has been successfully executed by your
management team. The ASX listing has been beneficial
to all shareholders with strong share price growth since
listing and we thank particularly those initial shareholders
who supported our IPO raising and showed confidence
in the Board, our executive management team and our
business strategy.
Under Wes Maas’ entrepreneurial leadership, the
Company has continued to grow strongly in the past
year through a combination of organic business growth,
disciplined investment and acquisitions of complementary
businesses, quarries, and real estate projects.
Our FY21 net profit after tax of $34.6m represented a
67.1% increase from the prior year result on the back of
strong growth across all business segments.
In addition to the strong financial results, the group has
invested further in its future growth with acquisitions
completed during the year and subsequent to year end
in the construction materials, civil and hire and property
segments which will make significant contributions to
earnings in future years.
The strong market fundamentals currently underpinning
MAAS Group together with the significant investments
already made in strategic quarry and property portfolios
has the Group well placed to deliver strong earnings
growth for FY22 and beyond.
MAAS Group is led by a strong, stable, experienced and
passionate management team with a cohesive and high-
performance culture and a relentless focus on creating
value for shareholders. With the transition to the public
environment and the acquisition and integration of a
number of businesses since listing, a key focus of the
management team has been maintaining the strong
culture of the organization which has been built up over
the past 19 years.
Whilst maintaining a safe working environment for our
people is always our highest priority, sadly during the year
we had a fatality at our West Wyalong Quarry operation.
Our thoughts and support continue for the family, friends
and colleagues of the deceased contractor.
During the year, efforts to reduce the risk of spreading
the COVID-19 virus remained a priority, particularly given
the current situation impacting regional and metropolitan
NSW. To date we have had no confirmed transmission
within our workplace.
As part of the preparation for the Company’s IPO and ASX
listing, myself and three other non-executive directors,
Stewart Butel, Michael Medway and Neal O’Connor
joined our Managing Director, Wes Maas on the Board.
More recently, we announced the proposed appointment
of David Keir to the Board and we look forward to the
Company having the benefit of his extensive experience
in the property sector as MAAS Group progresses
its extensive portfolio of residential, commercial and
industrial development projects.
I would like to thank my fellow Directors for their
commitment and support throughout the year and
congratulate our executive management team, led by Wes
Maas, for adapting well to the rigours of running a publicly
listed company and for delivering outstanding financial
results and setting a solid platform for continued business
growth.
All our staff, contractors and suppliers have contributed
to MAAS Group’s successful year and their efforts are also
acknowledged and appreciated.
Finally, thank you to our shareholders, many of whom
joined at the time of our IPO. Together we are building
a great Australian business and I look forward to your
continuing support and to reporting to you in 12 months
time on another year of substantial achievement and
growth.
Yours sincerely
Stephen Bizzell
Chairman – MAAS Group Holdings Limited
8 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 9
CEO’S REPORT
At MAAS, we have a reputation for doing
what we say we are going to do.
It gives me great satisfaction to introduce our first annual
report as a public company by saying thank you to our
team who have done a great job throughout a busy and
challenging year.
Their efforts have delivered not only excellent financial
results and a strong continued investment in our core
businesses, but we also have several exciting growth
opportunities with an ongoing commitment to drive value
for both our customers and our business.
This annual report highlights our achievements over the
last year as we look to a future of continued growth for our
company.
Financial results and capital investments
The business has performed well this financial year,
achieving pro forma EBITDA of $75.9m. This is at the
upper end of the guidance range we provided of $70-77m
pro forma EBITDA.
Targeted capital investment in previous years has
underpinned our ability to deliver our current year
earnings and provided the foundations for future
growth. We have continued to demonstrate a disciplined
investment strategy in the current financial year and
are well positioned to deliver on our strategy and fulfil
our growth expectations. Some of these investments
include, multiple additional quarry sites supplying
the strong regional markets, established concrete
plants in Rockhampton, Tamworth and Inverell and the
commencement of development of concrete plants in
Gunnedah and Dubbo, acquisition of an established
regional civil and plant hire operator in Mudgee, as well as
additional fleet and equipment to service the growth and
to allow further expansion of operations.
We also invested in several new residential land banks
both during the year and subsequent to year end
in Dubbo, Tamworth, Lithgow, Griffith and Bathurst
increasing our inventory to close to 6000 lots.
Our team has performed extremely well through the
transition from private ownership to a public company.
Our strategic plan provided stability and focus and
we maintained our reputation of delivering on our
commitments during that transition.
We have continued to invest in our people and have a
mix of home-grown talent and new skills acquired through
our acquisitions and recruitment programs. The MAAS
management team has significant experience and they
have embraced the challenges of assuming authority and
responsibilities from the founding shareholders while
working together to achieve our common goals and to
collaborate effectively across the business wherever we
can.
While MAAS is a diverse organisation with a broad
geographic footprint, our guiding principles give us
a shared culture. The benefits of vertical integration
are only truly possible when our teams work together,
sharing knowledge, effort and responsibility for deadlines
and outcomes. We have an excellent track-record of
productive relationships with our customers, government
stakeholders and our community and continue to
highlight reputation-building opportunities as important
components in our strategic planning.
I am extremely proud and appreciative of the amazing
work ethic right across the organisation. There is a
genuine passion for the business, an entrepreneurial spirit,
and a daily commitment to our safety, environment and
quality obligations as non-negotiable.
Safety of our workforce will always remain our highest
priority. Regrettably we had a fatality at out West Wyalong
Quarry on 24 May 2021. This incident is one that will not
be forgotten as it has had an enduring impact on the
deceased contractor’s family, friends, colleagues and our
team.
MAAS operates a best-in-class safety monitoring and
reporting system, with the overarching purpose of making
sure everyone goes home safely to their family every day.
Nothing overrides the safety of our team, and every
employee is empowered to stop operations and escalate
issues if they consider something is not safe.
As the business grows, so too does the employment
and career opportunities we can offer as an industry
leader. Our ability to continue to attract, retain and
engage committed and skilled employees is a critical
future success factor, and we have a range of employee
engagement and leadership development initiatives in
place to support our aspiration to be an employer of
choice in both regional and metropolitan markets.
10 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
We are constantly challenging ourselves to look at
better and different ways of tackling every aspect of
production and identifying growth opportunities. Constant
improvement and growth is a part of our DNA. This
applies not just to ‘what’s next?’ but also to applying our
existing knowledge and experiences to design stronger
business models in each of our divisions.
In 2022 and beyond, we see many significant
opportunities with the continued expansion of our quarry
and concrete business in NSW and Queensland, and the
growth of both our residential and commercial property
business.
The substantial experience and expertise gained from
the past provides us with a great foundation to drive this
growth in the future.
My thanks to the Board of Directors for their guidance and
support in this crucial year as we have taken our first steps
as a public company.
To our shareholders, I assure you of my dedication to
delivering returns that justify your continuing confidence.
Our goal in the years ahead is to leverage the MAAS
culture of success and performance, while forging and
executing new and exciting plans for the future.
Regards
Wes Maas
CEO
CEO’S REPORT
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 11
OUR PEOPLE & COMMUNITY
At MGH we are conscious of a sustainable future
At MGH we are conscious of a sustainable future
and focused on the long term. We believe that
and focused on the long term. We believe that
the best businesses deliver real and lasting
the best businesses deliver real and lasting
benefits for not only their shareholders, but also
benefits for not only their shareholders, but also
for their workers and the broader community.
for their workers and the broader community.
Our business is underpinned by our people, and
Our business is underpinned by our people, and
we are committed to delivering real results over
we are committed to delivering real results over
the long term, respecting others and being a
the long term, respecting others and being a
responsible corporate citizen.
responsible corporate citizen.
12 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
OUR PEOPLE
MGH is a company founded on our core values of:
Commitment to Customers
Trust
Teamwork
`
`
`
` Ownership
`
Leadership
`
Candour
These values are the cornerstone foundations of the MGH
culture and of our commitment to our employees and our
goal of being an employer of choice within both regional
and metropolitan markets.
With an ever expanding workforce of currently over 850
staff, MGH recognises the importance of a motivated and
united workforce in successfully delivering its objectives
and that our people and culture underpin our continued
growth. We continuously invest in our people through
personal development and training and are committed to
help them reach their objectives and fulfill their potential.
We also pride ourselves in “developing our own” through
the recruitment and training of apprentices.
OUR SAFETY
Our most important asset are our people, and we
believe all workers should return home safely at the
end of the day. Safety of our workforce will always
remain our highest priority. This belief drives a strong
commitment to the health, safety and wellbeing of our
workers which is supported by our work, health and
safety (“WHS”) management systems and practices which
are wide-ranging and tailored to the risk profile of each
business unit. Business units maintain accredited WHS
management systems. Our WHS management systems
are underpinned by effective consultation and risk
management protocols that aim to protect workers from
harm, ensure legislative compliance and secure safety
standards. We understand that genuine consultation
results in empowered workers who take ownership and
provide innovation solutions to uphold WHS standards.
Likewise, ongoing communication facilitates engaged
and accountable leadership which creates trust and a
positive safety culture within the workforce. MGH risk
management strategies focus on hazard mitigation and
aim to deliver a targeted, risk-based approach to prioritise
areas of greatest risk.
OUR PEOPLE & COMMUNITY
The key elements of the MGH WHS management system
are commitment, planning and design, implementation
and integration, measurement, evaluation and ongoing
refinement. MGH WHS management system:
`
`
`
`
`
`
is continuously improving;
uses feedback to manage and improve safety related
outcomes;
builds on existing health and safety processes;
integrates with other management systems;
provides for more informed decision making; and
strengthens corporate culture and demonstrates due
diligence.
MGH FY2021 LTIFR RELATIVE TO INDUSTRY
20
18
16
14
12
10
8
6
4
2
0
LTIFR
Transport, postal and warehousing
Construction
Manufacturing
MGH
Notes: industry figures based on Safe Work Australia: Australian Workers’
Compensation Statistics 2018-19, published Jan 2021 (most recent statistics
available). Safe Work Australia’s and MGH LTIFR based on workers compensation
claims for injuries that resulted in 5 days or more of lost time from work. MGH
LTIFR [5.6] is a rolling figure from 1 July 2020 – 30 June 2021.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 13
OUR PEOPLE & COMMUNITY
OUR COMMUNITY
MGH builds and maintains strong community
relationships, and engages openly and constructively
with community stakeholders to share information, hear
concerns and solve problems.
Our people are local people, and we believe our projects
should contribute to the social, environmental and
economic future of our community. We also choose to
play an active role in our local communities, supporting
events, clubs and the people who need it most. We
proudly support the Clontarf Foundation, which aims to
improve the education, life skills and self-esteem and
hence employment prospects of young Aboriginal and
Torres Strait Islander men, the annual Give Me 5 for Kids
campaign to raise funds for Dubbo Children’s Hospital as
well as the Dubbo and District Junior Rugby League and
the Dubbo based Titan Macquarie Mud Run which raises
funds for the local community, assisting and promoting an
active lifestyle.
COVID-19 pandemic
MGH operates throughout Australia, but predominantly
in the state of NSW. NSW is currently subject to lockdown
restrictions associated with managing the outbreak of
COVID-19, but MGH operates a business which the NSW
Government has classified as an essential service, exempt
from the lockdown and shutdown of services. In line with
the NSW Government exemption, MGH continues to
operate using COVID safe plans across all its sites in NSW.
For all of its operations throughout Australia and Asia,
MGH has adopted best practice COVID safety measures,
maintaining strict health protocols in line with the relevant
government rules and regulations.
MGH continues to follow the advice of the relevant
government authorities, continually reviewing COVID safe
practices to ensure they remain as effective as possible
and regularly communicating with our staff. These
measures help keep our employees safe and prevent the
spread of the virus.
Titan Macquarie Mud Run
14 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
OUR ENVIRONMENT
MGH is committed to managing its environmental
footprint in a responsible manner and minimise its impact
on the environment. Our businesses are governed
by numerous pieces of legislation which mandate
various environmental management practices. We have
established an environmental management framework
to ensure environmental obligations are identified and
management strategies implemented across operations
from planning through to operational stages. The
processes we undertake, and which form part of our
environmental management framework include:
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`
`
`
ensuring environmental management is part of our
decision-making process;
assigning accountability for environmental
performance to individuals within the business;
engaging with all stakeholders (clients, communities,
competitors and regulators) to foster a culture of
continual environmental improvement; and
using appropriate controls to mitigate environmental
impacts and promote sustainable use of resources.
In addition to adopting environmentally responsible
business practices in relation to its operations, MGH
undertakes many initiatives which contribute to minimising
the environmental impact for both its operations and the
community. Examples of this include:
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`
`
construction of residential dwellings in accordance
with the Buildings Sustainability Index (BASIX).
Our housing designs take into account the thermal
comfort of the dwelling and incorporate water
harvesting through the use of rainwater tanks.
Additionally MGH offers customers the choice of
incorporating alternative energy solutions through the
use of solar;
civil construction utilises water management initiatives
including the harvesting and recycling of water which
is used in dust suppression;
Central Queensland Quarry recycles fly ash
(by-product of burning coal) and uses this in the
manufacture of concrete. Fly ash utilisation, especially
in concrete, has significant environmental benefits
including the life of concrete roads and structures
due to improved concrete durability, net reduction
in energy use, greenhouse gas and other adverse air
emissions when fly ash is used to replace or displace
cement powder, reduction of coal by products used
in landfill and improved water efficiency in concrete
mixing process.
` Operations in Vietnam focus on recycling and reuse
of scrap metal, paper and oil. During the reporting
period, we reused over 142 tonnes of metal, 3 tonnes
of paper and 3 kilolitres of oil.
OUR PEOPLE & COMMUNITY
CORPORATE GOVERNANCE
The Group has adopted the ASX Corporate Governance Principles and Recommendations (4th edition) (“ASX
Recommendations”) to the extent appropriate for the size, nature and maturity of the Group’s operations. The Group has
prepared a statement which sets out the corporate governance practices that were in operation during the year and has
identified any of the ASX Recommendations which have not been followed, and where appropriate, providing reasons for
not following the ASX Recommendations. The Group’s Corporate Governance Statement and policies are available on
our website at: https: //investors.maasgroup.com.au/investor-centre/?page=corporate-governance
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 15
BUSINESS SEGMENTS
CONSTRUCTION MATERIALS
The Construction Materials segment supplies quarry materials, aggregates, premix concrete, precast concrete and
crushing and screening services to the civil infrastructure, building and construction, and mining sectors. Quarry materials
include aggregates, rail ballast, drainage rock, manufactured sand, natural sand and specialty stone and rock. Quarry
materials are used in, and typically account for, a significant proportion of concrete and asphalt production by volume,
are commonly utilised as base materials underlying foundations for earthworks, roads, rail and other infrastructure, and
are also used in landscaping and various other applications. Crushing and screening services involve the utilisation of
specialised plant and equipment to crush both owned and third-party resources such as quarry rock and gravel to suit the
specific size requirements of customers for various applications.
OUTLOOK
` Well positioned for continued growth, with product volumes expected to more than double over the next 12 months
`
Completed acquisitions include Amcor Quarries and Concrete in Rockhampton QLD, Willow Tree Gravels (south
of Tamworth), Inverell Aggregates and Concrete, Redimix Concrete in Tamworth and a greenfield concrete site in
Gunnedah
` With the acquisition of 3 quarries, we now have 14 of our 23 quarries in operation with development and planning of
`
`
the new quarries progressing well
Inland Rail contract commenced in August 2021
Pre-mix concrete rollout underway with Rockhampton, Tamworth, Inverell in operation, Dubbo and Gunnedah under
construction and multiple mobile batch plants in operation on various projects
Small contribution from precast concrete to come in FY22 with significant ramp up expected in FY23
` Macquarie Geotech and drilling arm on track to deliver growth over the next 12 months
`
`
`
`
Crushing and screening expansion as new plant and equipment deployed
Further synergies to be realised over the coming period
Further vertical integration within this segment with the increased trucking fleet, drill and blast fleet
16 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
CIVIL CONSTRUCTION AND HIRE
Civil Construction and Hire provides construction
and above ground plant hire services to major civil
and infrastructure projects in Australia, electrical
infrastructure works to projects in NSW, WA and QLD,
and underground electrical equipment to civil tunnelling
and underground hard-rock mining projects. Services
and plant and equipment are provided to various stages
of implementation of large and small civil infrastructure
projects, mining construction projects, mining production
activities, and general building and construction works.
OUTLOOK
`
Strong forward workbook for FY22 for Civil, Plant Hire
and Electrical
`
`
`
Approx 70% of work in hand for the FY22 budget
Additionally, FY22 growth will be further assisted by
recent acquisition of A1 Earthworx, NSW and Amcor
Excavations, QLD
Several significant contract wins including plant hire
contracts with FGJV, Snowy Hydro and CPB, Atlas
Mine Civils and Kidston Hydro
`
Strong second-hand machine sales supporting the
MAAS business model of recycling plant and capital
` Outlook very strong for the next 3-5 years with the
significant infrastructure rollout
` MAAS has a very strong offering and is very well
positioned to take advantage of the opportunities
` We expect to see this segment continue to grow
BUSINESS SEGMENTS
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 17
BUSINESS SEGMENTS
18 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
REAL ESTATE
The Real Estate segment undertakes residential,
commercial and industrial property developments in
NSW, with a primary focus on key regional areas including
Dubbo, Orange, Tamworth and Mudgee with recently
acquired residential sites in Griffith, Bathurst and Lithgow.
Acquisitions increase the diversity of the residential
segment through exposure to new geographical areas
and economies, and further product diversity. Strategically
targeted acquisitions in high demand major growth
centres leverage MGH’s vertically integrated business.
These acquisitions expand the existing pipeline to close to
6,000 residential lots, with growth in medium density and
retirement living projects.
OUTLOOK
RESIDENTIAL
` On track to deliver significant growth into FY22
and beyond as we bring on new properties in new
locations
`
`
Building our downstream vertical integration and
building capacity with the addition of new commercial
and home construction businesses growing our
capability
Establishment of new business units within segments
• Build to rent
• Retirement Living operating under the land lease
model Manufactured Homes Estate to be delivered
COMMERCIAL
`
`
`
Commercial portfolio tracking well as per plan
Significant annuity income streams to begin to come
online and will grow as the portfolio is delivered
Identification of target markets within MAAS
Commercial portfolio
• Self-storage
• Industrial
• Serviced apartments
• Non-discretionary retail including childcare
`
Significant growth expected in FY22 and beyond
BUSINESS SEGMENTS
MANUFACTURING
The Manufacturing segment specialises in the manufacture and sale of machines and spare parts to the underground
hard-rock mining and civil tunnelling industries. With growth in manufacturing expertise and product sales through Jacon
and VMS, opportunities increase to build under license for the OEMs and exposure to significant infrastructure pipeline,
including major tunnel projects throughout Australia and internationally
The primary markets that VMS services includes Australia, Indonesia, Mongolia, South America and India.
Product range to date includes:
Underground/tunnelling Shotcrete machines and Agitator trucks
Skid mounted sub-stations for mining and tunnelling
Electric boxes and panels for mining and tunnelling
`
`
`
`
`
` Water tanks for construction equipment
`
High volume fabricated items
Loader buckets and excavator attachments
After-market spare parts for a wide range of mining and tunnelling machinery
Fundamentals of this business unit remain solid
OUTLOOK
`
`
Toll Manufacturing represents growth opportunity which is currently constrained through COVID-19 issues
` No additional capex requirements for Vietnam manufacturing facility with ability to significantly increase capacity
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 19
MAAS DIRECTORS
WES MAAS
CHIEF EXECUTIVE OFFICER AND
MANAGING DIRECTOR
` Wes Maas is the Founder and
has been actively involved in
the business since its inception.
He has been instrumental in
developing MAAS Group into the
leading independent construction
materials, equipment, services
and property provider it is today.
` Wes brings over 19 years of
experience in the construction
and services industries to MAAS
Group.
` Mr Maas has been responsible for
ingraining the values and creating
the culture of the MAAS Group
that underpins its strong identity.
STEPHEN BIZZELL
NON-EXECUTIVE CHAIRMAN
`
`
`
`
`
Stephen was appointed to the
Board as part of the IPO of MAAS
Group.
He brings over 25 years of
experience in the mining, energy,
and financial services sectors.
Stephen is chairman of BCP
and is also a director of Armour
Energy Ltd (ASX: AJQ);Laneway
Resources Ltd (ASX: LNY);
Renascor Resources Ltd (ASX:
RNU) and Strike Energy Ltd (ASX:
STX).
Stephen is a former director
of Queensland Treasury
Corporation, is currently a board
trustee of Brisbane Grammar
School and a member of the
Queensland Advisory Board for
Starlight Children’s Foundation.
Stephen has extensive
governance experience having
served as a director or chairman
of 14 ASX listed companies and
was previously an executive
director of Arrow Energy for 12
years until its takeover in 2010, a
co-founder and director of Bow
Energy until its takeover in 2012
and a co-founder and director of
Stanmore Coal until its takeover
in 2020.
`
He holds a Bachelor of
Commerce from The University of
Queensland.
STEWART BUTEL
INDEPENDENT NON-EXECUTIVE
DIRECTOR
`
`
`
`
`
`
Stewart was appointed to the
Board as part of the IPO of
MAAS Group
Stewart has more than 40 years
of experience in management
and board roles in the resource
industry in New South Wales,
Queensland and Western
Australia.
Stewart joined Wesfarmers
Limited in 2000 and was
managing director of Wesfarmers
Resources between 2006 and
2016.
Stewart is a past director of
a number of ASX listed and
unlisted companies including
Duet Group Ltd (ASX: DUE),
Gladstone Ports Corporation,
RPM Global Ltd (ASX: RUL), and
was past Chairman of Stanmore
Coal Ltd (ASX: SMR).
He is past President of the
Queensland Resources Council,
served on the board of the
Minerals Council of Australia and
other resource industry bodies.
Stewart holds a Bachelor of
Science (Geology) and has
professional qualifications
in mining and business, and
has completed the Advanced
Management Program at Harvard
Business School.
20 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
MAAS DIRECTORS
MICHAEL MEDWAY
NON-EXECUTIVE DIRECTOR
` Michael has worked in the
professional accounting industry
for almost 30 years in. He has
been a Chartered Accountant
for over 20 years and his
background has seen him work
across various firms in Sydney
and Regional NSW.
`
As the principal of Lincoln
Partners Dubbo and later a
director of Lincoln Partners Pty
Ltd, Michael has acted as the
external accountant for Wes
Maas and his companies since
2002 and MAAS Group upon
its formation. Michael retired
from Lincoln Partners Pty Ltd in
June 2020 and was subsequently
appointed to the Board.
` Michael holds a Bachelor of
Business (Accountancy) from The
University of Technology, Sydney
NEAL O’CONNOR
INDEPENDENT NON-EXECUTIVE
DIRECTOR
` Neal was appointed to the Board
as part of the IPO of the MAAS
Group.
` Neal has over 30 years of
experience in law as well
as extensive experience in
the resource industry and
brings an added focus on
corporate governance and risk
management to the Board.
` Neal is currently a non-executive
director of Mitchell Services
Ltd (ASX:MSV) and acts as a
consultant to Carter Newell
Lawyers.
` Neal is a former director of
Stanmore Coal Ltd (ASX:SMR)
and was previously General
Counsel, Company Secretary and
an Executive Committee Member
of Xstrata Holdings Pty Ltd and
Xstrata Queensland Limited.
` Neal is a Solicitor of the Supreme
Court of Queensland, Solicitor
of the High Court of Australia,
Solicitor of the High Court
of England and Wales, and
a member of the Australian
Institute of Company Directors.
DAVID KEIR
PROPOSED INDEPENDENT
NON-EXECUTIVE DIRECTOR
` David is proposed to be
appointed to the MGH Board
of Directors as an independent
non-executive Director with his
appointment to take effect at
such time as customary on-
boarding processes for new
directors are completed.
` David is a highly experienced
executive with over 30 years
of experience in the property
industry
`
He is currently the Chief
Development Officer for the
Port of Brisbane, overseeing
the planning, development and
ongoing portfolio management
of a diverse property portfolio,
consisting of a range of land
uses which include industrial,
transport operations, marine
infrastructure, retail/commercial,
and environmental buffer areas.
` David holds a Bachelor
of Applied Science, Built
Environment from Queensland
University of Technology,
Graduate Diplomas in Project
Management and Urban and
Regional Planning and has
completed the Executive
Management Program at
Wharton Business School,
University of Pennsylvania.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 21
EXECUTIVE TEAM
WES MAAS
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER (CEO)
Wes was 22 when he launched the business which started out with one Bobcat
and a tipper truck. He has grown the business to incorporate a highly successful
plant hire operation with a fleet of 400 plus machines, bulk earthworks, civil
construction, quarry business and also a crushing and screening contract
hire, along with a residential and commercial property division. Wes is now
supported by a team of dedicated staff with the same vision and a very strong
culture, all who endeavour to continue to grow the business.
CRAIG BELLAMY
COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER (CFO)
Craig joined MAAS Group in May 2019 as Chief Financial Officer and is
responsible for all financial aspects of the Group including accounting,
treasury, budgeting and tax. Craig has over 25 years of experience and has
previously held executive roles including Chief Executive Officer and Chief
Financial Officer for ASX Listed Entities Devine Limited and Unity Pacific
Group Limited (formerly Trinity Group Limited). Craig holds a Bachelor of
Business (Accountancy) and is a Chartered Accountant.
TANYA GALE
GENERAL MANAGER OF CORPORATE FINANCE
Tanya joined MAAS Group in July 2019 with over 20 years of experience in the
property and construction sector and a track record in preparation and execution
of IPO’s, acquisitions and post transaction integration. Tanya has strong FP&A,
financial management and accounting skills developed from a broad base of
experience in large corporations, mid-size subsidiaries and start-ups.
ANDY LETFALLAH
CHIEF OPERATING OFFICER (COO)
Andy joined Maas Group in 2019 with the objective of delivering scalable
profitable growth and operational excellence specifically focused on MGH
Integration roadmap. Andy has over 20 years in leadership roles across
sales, operations, and finance teams, with an esteemed career carved out
across various divisions of Brambles Ltd (ASX: BXB) IMPACT program and
Iron Mountain (NYSE: IRM) integration of Recall (ASX: REC). Andy is a Six
Sigma Black Belt, and holds a Bachelor of Commerce Degree with majors in
Marketing, Management and Human Resources and a Masters of Business
Administration (MBAx) with a major in Technology from the University of NSW
Business School, AGSM.
22 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
DIRECTORS’ REPORT
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter
as the ‘consolidated entity’) consisting of MAAS Group Holdings Limited (referred to hereafter as the ‘company’ or
‘parent entity’ or ‘MGH’) and the entities it controlled at the end of, or during, the year ended 30 June 2021.
Directors
The following persons were directors of MAAS Group Holdings Limited during the whole of the financial year and up to
the date of this report, unless otherwise stated:
Stephen G Bizzell - Chairman (appointed 21 October 2020)
Wesley J Maas - Managing Director and Chief Executive Officer
Stewart A Butel (appointed 6 November 2020)
Neal M O’Connor (appointed 6 November 2020)
Michael J Medway (appointed 21 October 2020)
Craig G Bellamy (resigned 21 October 2020)
Damien J Porter (resigned 21 October 2020)
Principal activities
During the financial year the principal activities of the consolidated entity consisted of:
Real estate
Civil, construction and hire
`
`
` Manufacturing
`
Construction materials
The Real Estate activities of the consolidated entity for the year consisted of residential development, housing
construction and Commercial Development in Regional New South Wales.
The Civil, Construction and Hire activities of the consolidated entity for the year consisted of Civil, Construction and
Hire of above ground, underground and specialised electrical equipment, electrical services and machinery sales within
Australia.
The Manufacturing activities of the consolidated entity for the year consisted of the manufacture of equipment and
the sale of equipment and spare parts. The consolidated entity conducted its operations from Australia, Vietnam and
Indonesia with sales to multiple global jurisdictions.
The Construction Materials activities of the consolidated entity for the year consisted of the operation of fixed and mobile
plant quarries, crushing services, concrete transport services and geotechnical services within Australia.
Dividends
Dividends paid during the financial year were as follows:
Interim dividend for the year ended 30 June 2021 of 2 cents per ordinary share
CONSOLIDATED
2021
$
5,298,915
2020
$
–
A final dividend of 3 cents per ordinary share was declared subsequent to year end.
Review of operations and financial position
The profit for the consolidated entity after providing for income tax and non-controlling interest amounted to
$34,569,427 (30 June 2020: $20,693,573).
The consolidated entity enjoyed a strong result for the year ended 30 June 2021 through increased performance from all
operating segments. The FY21 EBITDA for the consolidated entity increased by 34.4% compared to the prior year whilst
the FY21 Adjusted EBITDA for the consolidated entity increased by 39.8% from the prior year. Further details in relation
to the statutory and adjusted statutory EBITDA are below.
The financial position of the consolidated entity improved during FY21 with Total Assets increasing by 35% to $489.2m
(FY20: $362.2m) and net assets increasing by 157.5% to $254.4m (FY20: $98.8m).
The increased financial position of the consolidated entity was driven by an Initial Public Offering (IPO) for the company
to list on the Australian Securities Exchange (ASX) which resulted in the company listing on the ASX in December
2020. As a result of the IPO, the issued capital of the consolidated entity increased by approximately $126m with funds
subsequently used both in operations and to acquire a number of businesses and assets.
26 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 DIRECTORS’ REPORT
Reconciliation of profit before income tax to EBITDA and Adjusted EBITDA (unaudited):
Profit before income tax expense
Depreciation and amortisation
Interest revenue
Finance costs
EBITDA
Gain on contingent and deferred consideration
Gain from bargain purchase in a business combination
CONSOLIDATED
2021
2020
$
47,240,551
$
29,941,060
15,705,939
13,711,770
(15,704)
(113,394)
7,494,933
8,852,492
70,425,719
52,391,928
-
-
(1,040,524)
(1,194,898)
Transaction costs in connection with the IPO and preparation towards IPO
1,752,510
1,310,454
Transaction costs relating to business combinations
Stamp duty expensed on acquisitions
Other non-recurring expenses
Adjusted EBITDA
Reconciliation of Adjusted EBITDA to Proforma EBITDA (unaudited):
Adjusted EBITDA
Pre-acquisition EBITDA
Share-based payment expense (relating to business combination)
Alignment of corporate costs
Other non-operating expenses
Proforma EBITDA
1,080,462
213,550
342,200
562,998
787,534
-
73,814,441
52,817,492
CONSOLIDATED
2021
2020
$
73,814,441
$
52,817,492
1,626,114
6,912,040
351,636
-
-
(1,109,267)
114,675
6,035,301
75,906,866
64,655,566
EBITDA, adjusted EBITDA and proforma EBITDA are non-IFRS earnings measures which do not have any standardised
meaning prescribed by IFRS and therefore may not be comparable to EBITDA presented by other companies. These
measures, which are unaudited, are important to management as an additional way to evaluate the consolidated entity's
performance.
Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on
the quality of earnings because of isolated or non-recurring events. It also excludes bargain purchases from business
combinations. Interest income and finance costs have been allocated to segments, however going forward this type of
activity will be driven by a central treasury function and will therefore not be allocated to segments. Refer to segment
note 4 to the financial statements for further details of the consolidated entity’s results which have been broken down to
4 segments: (1) Real Estate; (2) Civil, Construction and Hire; (3) Manufacturing; and (4) Construction Materials.
Proforma EBITDA is adjusted for the pre-acquisition earnings of business combinations and non-operational items during
the year.
As noted above, each of the operating segments enjoyed increased performance in FY21 compared to the prior year
which is summarised by segment below.
The Real Estate segment increased adjusted EBITDA by 43.4% to $21.9m for the year (FY20: $15.2m) through a
combination of improved performance from both the residential and commercial real estate divisions. Residential
settlements for FY21 were 230 settlements as compared to 125 settlements in FY20. This combined with fair value
adjustments of $9.3m (FY20: $7.1m) of the Commercial Property division underpinned the strong result for the segment.
The Civil, Construction and Hire segment saw an increase in adjusted EBITDA to $36.5m (FY20: $30.3m) representing an
increase of 20.5%. Each of the business units comprising the segment performed in accordance with expectations with
market conditions continuing to strengthen into FY22.
The Manufacturing segment increased adjusted EBITDA to $4.8m (FY20: $2.0m) representing an increase of 140%. The
result was largely driven through a combination of improved performance from the Jacon business with increased sales of
machines and spare parts.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 27
ANNUAL REPORT 2021 DIRECTORS’ REPORT
The Construction Materials segment increased adjusted EBITDA to $13.4m (FY20: $10.9m) representing an increase of
22.93%. The result was achieved despite higher than expected rainfall for the year and the delay to the commencement
date of some projects including Inland Rail which commenced in August 2021.
The consolidated entity listed on the Australian Stock Exchange (ASX) on 4 December 2020 through the admission of
MAAS Group Holdings Limited to the official list of the ASX. The listing on the ASX was a pivotal moment in the history
of MGH and provides it access to capital to assist its future growth.
FY21 was also a busy year with respect to acquisitions with MGH completing a number of acquisitions in the FY21 year
including Macquarie Geotechnical (Construction Materials), Amcor Quarries and Concrete (Construction Materials),
Willowtree Gravel (Construction Materials) and Amcor Excavations (Civil, Construction and Hire). In addition to these
completed acquisitions, the consolidated entity also increased its residential development footprint through the
acquisition of the future master planned residential estate to be known as Arcadia located in Tamworth and an additional
residential site in Mudgee. These completed acquisitions have seen the balance sheet grow to approximately $490m in
total assets.
The consolidated entity also announced further pending acquisitions to the ASX on 28 June 2021 with some of these
settling since year-end. Refer note 40 and note 42 for further information in relation to business combinations and
subsequent events.
Significant changes in the state of affairs
On 6 November 2020 MAAS Group Holdings Limited (MGH) converted the $21 million convertible note facility into
ordinary shares in MGH. Refer to note 22 for further detail.
On 3 December 2020, MGH was admitted to the Official List of ASX Limited and official quotation of MGH's ordinary
fully paid shares commenced on 4 December 2020. MGH raised $145.65 million pursuant to the offer under the
prospectus dated 6 November 2020, by the issue and transfer of 72,824,571 shares at an offer price of $2.00 per share.
41.0 million new shares were issued by the company and 31.8 million shares transferred by MGH SaleCo Ltd, being the
Sale Shares sold by the founding shareholders. The proceeds of the offer were applied to the repayment of borrowings,
payment of cash consideration to Macquarie Geotechnical Pty Ltd and VMS shareholders, cash transaction costs, and
proceeds to MGH SaleCo Ltd. Cash was also retained for working capital.
MGH completed the acquisition of Macquarie Geotechnical Pty Ltd on 21 December 2020 (refer note 40) and acquired
the remaining 25% interest in its subsidiary VMS Engineering Company Ltd on 18 November 2020 (refer note 41). As
noted above, the company also completed the acquisitions of Willowtree Gravel in May 2021 and Amcor Excavations Pty
Ltd, Amcor Quarries and Concrete Pty Ltd in June 2021.
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
(a) Share placement
On 1 July 2021, the company announced its intention to undertake a capital raising comprising an Institutional
Placement, a Conditional Placement and a share purchase plan (SPP). On 8 July 2021, the company issued 8,915,909 fully
paid ordinary shares at an issue price of $5.50 per share raising approximately $49 million pursuant to the institutional
placement component of the raising. The company has also received binding commitments to raise a further $30 million
via the conditional placement of 5,454,543 ordinary shares at $5.50 per share which includes participation by Directors
and employees, which is subject to shareholder approval at a forthcoming shareholder meeting. The company also
announced a shareholder purchase plan to raise up to $15m to allow retail shareholders in Australia and New Zealand the
opportunity to participate in the capital raising. The closing date of the SPP is 16 September 2021.
(b) Share purchase plan (SPP)
On 12 August 2021, the company announced the extension to the closing date of the SPP to 16 September 2021.
(c) Banking facilities and project finance funding
Following the increase in the company’s banking facility limits by $25 million in May 2021, the company has received
another credit approval to increase its banking facility limits to $200 million. The increased facility remains subject to final
documentation.
The company has received approval from its banking consortium to secure up to an additional $100 million for future
project finance funding. Commercial developments will be funded separately by project financiers under standalone
project specific finance facilities with separate covenants and undertakings.
(d) Dividend
The Directors declared a fully franked final dividend of 3 cents per share on 25 August 2021. The dividend is subject to a
dividend reinvestment plan (“DRP”) and the reinvestment price for those shareholders who elect to participate in the DRP
will be a 5% discount to the five-day VWAP for the five trading days immediately after the dividend record date.
28 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 DIRECTORS’ REPORT
(e) Acquisitions
Redimix
On 23 July 2021, the consolidated entity entered into an agreement to purchase the aggregate and concrete business
BJB Concrete Pty Ltd, trading as Redimix Concrete for an agreed cash consideration of $2.5 million and 91,098 MGH
shares and an associated parcel of land for a purchase price of $3.0 million cash. Under the terms of the acquisition, the
cash payments were due at settlement with the share issuance to occur by 3 September 2021. The acquisition completed
on 20 August 2021. The financial effects of this transaction have not been recognised at 30 June 2021. The operating
results and assets and liabilities of the acquired business will be consolidated from completion. The Redimix business
operations will be reported in the Construction Materials segment.
Inverell
On 25 June 2021, the consolidated entity entered into an agreement to acquire the business and land owned and
operated by Inverell Aggregate Supplies Pty Ltd (“Inverell”). The acquisitions of the business and land were completed
on 22 July 2021 with $1.8m of the total consideration of $3.9m payable at completion. The remaining consideration of
$2.1m is a combination of deferred and contingent consideration and will be released progressively over the four years
following completion. The financial effects of this transaction have not been recognised at 30 June 2021. The operating
results and assets and liabilities of the acquired business will be consolidated from 22 July 2021. The Inverell business
operations will be reported in the Construction Materials segment.
A1 Earthworx
On 16 August 2021, the consolidated entity entered into an agreement to purchase the earthmoving and civil
construction machinery business A1 Earthworx Mining & Civil Pty Ltd. The acquisition was completed on 16 August
2021 with $8.575 million in cash paid and 444,444 MGH shares issued at completion. A potential of up to $1.8million
is payable in cash following the finalisation of the FY24 financial result if certain earnings targets are met. The financial
effects of this transaction have not been recognised at 30 June 2021. The operating results and assets and liabilities of
the acquired business will be consolidated from 16 August 2021. A1 Earthworx will be reported in the Civil, Construction
and Hire segment increasing the segment’s civil capability for both internal and external projects.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect
the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future
financial years.
Likely developments and expected results of operations
Other than the following acquisitions listed below, no other information on likely developments in the operations of the
consolidated entity and the expected results of operations have not been included in this report because the directors
believe it would be likely to result in unreasonable prejudice to the consolidated entity.
Stanaway
On 25 June 2021, the consolidated entity entered into a share purchase agreement to acquire all the issued shares
of Stanaway Pty Ltd (trading as David Payne Construction). The acquisition is expected to complete in August 2021.
Consideration is a combination of scrip and cash with 1.8 million MGH shares to be issued at completion with an
additional 1.2 million MGH shares contingent upon certain targets being reached over three years following completion.
A potential of up to $1.4 million is payable in cash following the finalisation of the FY24 financial result if certain earnings
targets are met. The financial effects of this transaction have not been recognised at 30 June 2021. The operating results
and assets and liabilities of the acquired company will be consolidated from the date of completion. Stanaway Pty
Limited will be reported in the Real Estate segment providing construction capability for the commercial development
portfolio.
Maas Construction and Maas Plumbing
On 27 June 2021, the consolidated entity entered into share purchase agreements to acquire the issued shares of Maas
Construction Group comprising Maas Constructions (Dubbo) Pty Ltd, Maas Building Pty Ltd and Regional Demolition
Pty Ltd (Maas Construction), and Maas Plumbing Pty Ltd (Maas Plumbing) The combined purchase price consists of 2.73
million MGH shares to be issued at completion with an additional 0.97 million MGH shares contingent upon certain
targets being reached over three years following completion. A potential of up to $2.2 million is payable in cash following
the finalisation of the FY24 financial result if certain earnings targets are met. The directors have resolved that the
transaction will be subject to shareholder approval due to the relationship of the vendors with Wesley Maas. The meeting
for shareholder approval will be held in the coming months. Maas Construction and Maas Plumbing will be reported in
the Real Estate segment providing construction capability for the commercial development portfolio.
Spacey Self Storage
On 27 June 2021, the consolidated entity entered into purchase agreements to acquire the shares, interests and land of a
storage business (the “Spacey Self Storage” business). The purchase price is made up of 3.379 million MGH shares to be
issued at completion and cash of $1.4 million payable at completion. There is no deferred or contingent consideration.
The directors have resolved that the transaction will be subject to shareholder approval due to the relationship of the
vendors with Wesley Maas. The meeting for shareholder approval will be held in the coming months. Spacey Self Storage
will be reported in the Real Estate segment and will form a key platform of growth for the commercial property portfolio.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 29
ANNUAL REPORT 2021 DIRECTORS’ REPORT
Environmental regulation
The consolidated entity is subject to various environmental regulations under Australian Commonwealth and State law.
The consolidated entity has conducted its operations in accordance with the legislation and has not breached nor been
subject to any penalty by the relevant authority.
Information on directors
Name:
Title:
Stephen G Bizzell
Non-executive Chairman (appointed 21 October 2020)
Qualifications:
B. Com. MAICD
Experience and expertise:
Stephen brings over 25 years experience in the mining, energy, and financial services
sectors. Stephen is the Chairman of corporate advisory and funds management group
Bizzell Capital Partners and has extensive governance experience having served as
a director or chairman of 14 ASX listed companies and was previously an executive
director of Arrow Energy for 12 years until its takeover in 2010, a cofounder and
director of Bow Energy until its takeover in 2012 and a co-founder and director of
Stanmore Coal until its takeover in 2020.
Other current directorships:
Armour Energy Ltd (since 9 March 2012)
Laneway Resources Ltd (since 28 June 1996)
Renascor Resources Ltd (since 1 September 2010)
Strike Energy Ltd (since 31 December 2018)
Former directorships (last 3 years): Stanmore Coal Limited (5 October 2009 to 15 May 2020)
UIL Energy Limited (1 August 2014 to 9 October 2019)
Special responsibilities:
Chairman the company, member of the Audit and Risk Committee, and member of
the Remunerationand Nomination Committee
Interests in shares:
649,362
Name:
Title:
Wesley J Maas
Managing Director and Chief Executive Officer
Qualifications:
None
Experience and expertise:
Wes Maas is the Founder and has been actively involved in the business since its
inception. He has been instrumental in developing MAAS Group into the leading
independent construction materials, equipment, services and property provider it is
today. Wes brings over 18 years experience in the construction and services industries
to MAAS Group.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Managing Director and Chief Executive Officer
Interests in shares:
Name:
Title:
Qualifications:
Experience and expertise:
149,401,642
Stewart A Butel
Non-executive Director (appointed 6 November 2020)
B. Science (Geology), Grad Dip in Business Studies, Advanced Certificate of Coal
Mining, GAICD
Stewart has more than 45 years of experience in management and board roles in the
resource industry in New South Wales, Queensland and Western Australia. Stewart
joined Wesfarmers Limited in 2000 and was managing director of Wesfarmers
Resources between 2006 and 2016. Stewart is a past director of a number of ASX
listed and unlisted companies. He is past President of the Queensland Resources
Council, served on the board of the Minerals Council of Australia and other resource
industry bodies.
Other current directorships:
None
Former directorships (last 3 years): RPM Global Holdings Limited (from 1 September 2018 to 18 May 2020)
Stanmore Coal Limited (from 18 September 2017 to 15 May 2020)
Special responsibilities:
Chairman of Health Safety and Environment Committee, and Chairman of Related
Party Committee
Interests in shares:
58,684
30 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021
DIRECTORS’ REPORT
Name:
Title:
Qualifications:
Experience and expertise:
Neal M O’Connor
Non-executive Director (appointed 6 November 2020)
B. Laws and Dip. Legal Practice, GAICD
Neal has over 30 years experience in law as well as extensive experience in the
resource industry. Neal is currently a non-executive director of Mitchell Services
Ltd (ASX:MSV) and acts as a consultant to Carter Newell Lawyers. Neal is a former
director of Stanmore Coal Ltd (ASX:SMR) and was previously General Counsel,
Company Secretary and an Executive Committee Member of Xstrata Holdings Pty
Ltd and Xstrata Queensland Limited. Neal is a Solicitor of the Supreme Court of
Queensland, Solicitor of the High Court of Australia, Solicitor of the High Court of
England and Wales, and a member of the Australian Institute of Company Directors.
Mitchell Services Limited (since 21 October 2015)
Other current directorships:
Former directorships (last 3 years): Stanmore Coal Ltd (from 18 September 2017 to 15 May 2020)
Special responsibilities:
Interests in shares:
Name:
Title:
Qualifications:
Experience and expertise:
Chairman of Audit and Risk Committee, and member of Related Party Committee
25,150
Michael J Medway
Non-executive Director (appointed 21 October 2020)
BBus (Accountancy), CA, MAICD
Michael has worked in the professional accounting industry for almost 30 years in. He
has been a Chartered Accountant for over 20 years and his background has seen him
work across various firms in Sydney and Regional NSW. As the principal of Lincoln
Partners Dubbo and later a director of Lincoln Partners Pty Ltd, Michael has acted
as the external accountant for Wes Maas and his companies since 2002 and MAAS
Group upon its formation. Michael retired from Lincoln Partners Pty Ltd in June 2020
and was subsequently appointed to the Board.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Name:
Title:
Qualifications:
Experience and expertise:
Chairman of Remuneration and Nomination Committee, and member of Audit and
Risk Committee
100,600
Craig G Bellamy
Executive Director (resigned as a Director on 21 October 2020)
BBus (Accountancy), CA
Craig joined MAAS Group in May 2019 as Chief Financial Officer and is responsible
for all financial aspects of the Group including accounting, treasury, budgeting and
tax. Craig has over 25 years’ experience and has previously held executive roles
including Chief Executive Officer and Chief Financial Officer for ASX Listed entities
Devine Limited and Unity Pacific Group Limited (formerly Trinity Group Limited).
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Name:
Title:
Qualifications:
Experience and expertise:
Chief Financial Officer and Company Secretary
Nil*
Damien J Porter
Executive Director (resigned as a Director on 21 October 2020)
None
Damien is the General Manager for the Plant Hire business unit and has been with MAAS
Group since 2005. Damien has over 20 years of experience in hire, operations and sales.
None
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of
all other types of entities, unless otherwise stated.
‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships of all other types of entities, unless otherwise stated.
*Interests in the shares of the company as at the date of resignation as a director.
General Manager - Plant
Nil*
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 31
ANNUAL REPORT 2021 DIRECTORS’ REPORT
Company secretary
Wesley J Maas held the position of company secretary from the date of incorporation until 23 October 2020. Craig G
Bellamy was appointed company secretary on 23 October 2020 and is the company’s Chief Financial Officer.
Meetings of directors
The number of meetings of the company’s Board of Directors (‘the Board’) and of each Board committee held during the
year ended 30 June 2021, and the number of meetings attended by each director were:
Stephen G Bizzell*
Wesley J MaasA
Stewart A Butel**A
Neal M O’Connor**
Michael J Medway*
Craig G Bellamy***
Damien J Porter***
Stephen G Bizzell*B
Wesley J MaasC
Stewart A Butel**
Neal M O’Connor**C
Michael J Medway*B
Craig G Bellamy***
Damien J Porter***
FULL BOARD
AUDIT AND RISK
COMMITTEE
REMUNERATION AND
NOMINATION
ATTENDED
11
HELD
11
ATTENDED
2
HELD
2
ATTENDED
1
HELD
1
11
9
9
11
1
1
11
9
9
11
1
1
-
-
2
2
-
-
-
-
2
2
-
-
-
-
1
1
-
-
-
-
1
1
-
-
HEALTH, SAFETY &
ENVIRONMENT COMMITTEE
RELATED PARTY
COMMITTEE
ATTENDED
1
HELD
1
ATTENDED
-
HELD
-
-
1
-
1
-
-
-
1
-
1
-
-
-
3
3
-
-
-
-
3
3
-
-
-
A
B
C
Attended the Audit & Risk Committee, and the Remuneration and Nomination Committee meetings, but not a
member of the relevant committee (by invitation)
Attended the Related Party Committee meetings, but not as a member of the relevant committee (by invitation)
Attended the Health, Safety & Environment Committee meetings, but not as a member of the relevant committee
(by invitation)
Held represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
Appointed 21 October 2020
*
** Appointed 6 November 2020
*** Resigned 21 October 2020
Remuneration report – audited
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity,
in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
Principles used to determine the nature and amount of remuneration
`
` Details of remuneration
`
Service agreements
`
`
`
Additional information
Share-based compensation
Additional disclosures relating to key management personnel
32 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 DIRECTORS’ REPORT
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic
objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the
delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria
for good reward governance practices:
`
`
`
`
performance linkage / alignment of executive compensation
competitiveness and reasonableness
acceptability to shareholders
transparency
The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements
for its directors and executives. The performance of the consolidated entity depends on the quality of its directors and
executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it
should seek to enhance shareholders' interests by:
`
`
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
having economic profit as a core component of plan design
`
attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives' interests by:
`
`
`
rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive
directors' fees and payments are reviewed annually by the Remuneration and Nomination Committee. The Remuneration
and Nomination Committee may, from time to time, receive advice from independent remuneration consultants to
ensure non-executive directors' fees and payments are appropriate and in line with the market. The chairman's fees
are determined independently to the fees of other non-executive directors based on comparative roles in the external
market. The chairman is not present at any discussions relating to the determination of his own remuneration. Non-
executive directors do not receive share options or other incentives.
The company did not have any non-executive directors during the financial year ended 30 June 2020.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general
meeting. The maximum aggregate amount which has been approved by MGH shareholders for payments to the directors
is $750,000 per annum. The most recent determination was at the Annual General Meeting held on 21 October 2020,
where the shareholders approved a maximum annual aggregate remuneration of $750,000.
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
base pay and non-monetary benefits
The executive remuneration and reward framework has two components:
`
`
`
other remuneration such as superannuation and long service leave
variable remuneration – short term incentives
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Non-executive Chairman based on individual and business unit performance, the overall performance of the consolidated
entity and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the consolidated entity and provides additional value to the
executive.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 33
ANNUAL REPORT 2021 DIRECTORS’ REPORT
The objectives of short-term incentives ('STI') currently in place are to link the achievement of the consolidated entity’s
operational success with the remuneration received by the executive charged with meeting informally agreed key
performance indicators (‘KPI’s’). It is a cash incentive set to provide sufficient incentive to the executive to achieve the
KPIs. The only executive entitled to an STI is the CFO under the terms of his employment contract. The total potential
STI is set at 20% of base salary (total opportunity: $72,000). No STI was awarded or forfeited during the year, as the first
review date of this incentive will be in December 2021, being the anniversary date of the CFO’s updated remuneration
package. KPI’s include criteria at both an individual and consolidated entity level including individual and company
performance.
There are currently no long-term incentives.
Use of remuneration consultants
The consolidated entity did not engage remuneration consultants during the year ended 30 June 2021.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
Stephen G Bizzell (appointed 21 October 2020)
The key management personnel of the consolidated entity consisted of the following directors of MAAS Group Holdings
Limited:
`
` Wesley J Maas
`
Stewart A Butel (appointed 6 November 2020)
` Neal M O'Connor (appointed 6 November 2020)
` Michael J Medway (appointed 21 October 2020)
And the following persons:
`
Craig G Bellamy (Chief Financial Officer and formerly director of MAAS Group Holdings Limited)
` Damien J Porter (General Manager - Plant and formerly director of MAAS Group Holdings Limited)
2021
Non-Executive remuneration:
Stephen G Bizzell
Stewart A Butel
Neal M O'Connor
Michael J Medway
Executive remuneration:
Wesley J Maas
Craig G Bellamy(1)
Damien J Porter(2)
CASH SALARY
AND FEES
$
63,092
51,750
50,672
53,628
291,808
339,461
58,846
$
-
-
-
-
27,159
28,226
26,465
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
BENEFITS
ANNUAL
LEAVE
ACCRUAL
NON-
MONETARY
SUPER-
ANNUATION
LONG-TERM
BENEFITS
LONG
SERVICE
LEAVE
$
-
-
-
-
-
-
44,326
TOTAL
$
69,086
56,666
55,486
58,723
346,689
399,936
135,146
$
5,994
4,916
4,814
5,095
27,722
32,249
5,509
$
-
-
-
-
-
-
-
-
909,257
81,850
86,299
44,326
1,121,732
(1) Craig Bellamy was an Executive Director of the company until the date of his resignation as Director on 21 October
2020. Craig Bellamy is still considered a key management personnel from that time on in his role as Chief Financial
Officer/Company Secretary.
(2) Damien Porter was an Executive Director of the company until the date of his resignation as Director on 21 October
2020. Damien Porter was no longer considered as a key management personnel in his role as General Manager - Plant
after resigning as director.
34 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 DIRECTORS' REPORT
2020
Executive Directors:
Wesley J Maas
Craig G Bellamy
Damien J Porter
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
BENEFITS
CASH SALARY
AND FEES
$
90,000
255,143
152,713
ANNUAL
LEAVE
ACCRUAL
$
-
10,108
6,065
NON-
MONETARY
SUPER-
ANNUATION
$
$
31,334
-
8,415
8,550
24,115
14,469
497,856
16,173
39,749
47,134
LONG-TERM
BENEFITS
LONG
SERVICE
LEAVE
$
-
-
-
-
TOTAL
$
129,884
289,366
181,662
600,912
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Wesley J Maas
Chief Executive Officer
Agreement commenced:
28 September 2020
Term of agreement:
Ongoing
Details:
Wes is the founder, major shareholder and Managing Director of MGH. There was
no employment agreement for Wes for the year ended 30 June 2020. Remuneration
paid to Wes during the period was approved by the Board. Wes entered into
an employment agreement with MGH in September 2020. Under the terms of
his executive contract, Wes will be entitled to a base salary of $360,000 plus
superannuation and other non-monetary benefits.
The term of the contract is open-ended and requires Wes to provide 12 months
notice in the event of resignation. The company is required to provide Wes 6 months
notice in the event of termination.
Name:
Title:
Craig G Bellamy
Chief Financial Officer
Agreement commenced:
27 May 2019
Term of agreement:
Ongoing
Details:
Craig is Chief Financial Officer of MGH. After an initial term of 7 months, Craig’s
ongoing contract was renegotiated and commenced from 27 May 2019. Craig is
paid a base salary of $360,000 per annum plus superannuation effective 4 December
2020, when his remuneration was renegotiated. Craig is also entitled to an STI of 20%
of base salary subject to key performance indicators.
Under the terms of his agreement, Craig is entitled to 6 months’ notice in the event
of resignation, with the company also required to provide 6 months’ notice in the
event of termination.
Name:
Title:
Damien J Porter
General Manager - Plant Hire
Agreement commenced:
Term of agreement:
1 July 2019
Ongoing
Details:
Damien is the General Manager - Plant Hire for MGH. Damien’s employment contract
commenced on 1 July 2019 and is paid a base salary of $180,000 per annum plus
superannuation. Under the terms of his executive contract, Damien is to provide 12
months notice in the event of resignation, with the company required to provide 6
months notice in the event of termination.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2021.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2021.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 35
ANNUAL REPORT 2021
DIRECTORS' REPORT
There were no options over ordinary shares granted to or vested by directors and other key management personnel as
part of compensation during the year ended 30 June 2021.
Additional information
The company aims to align its executive remuneration to its strategic and business objective and the creation of
shareholder wealth. The tables below show measures of the Company’s financial performance over the last four years
(being the extent of available historic audited performance information) as required by the Corporations Act 2001.
The earnings of the consolidated entity for the four years to 30 June 2021 are summarised below:
Sales revenue
Profit after income tax
2021
2020
2019
2018
$
277,561,966
$
193,440,063
$
39,075,545
$
43,305,489
34,741,442
20,942,474
9,220,253
11,248,027
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
Share price at financial year end ($)*
Total dividends declared (cents per share)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
2021
$
5.60
2.00
14.37
14.33
2020
$
-
-
10.10
10.10
* The company's shares first traded on the ASX on 4 December 2020 after successful completion of its IPO. Accordingly, no share price
information has been provided prior to the 2021 financial year.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
Ordinary shares
Stephen G Bizzell
Wesley J Maas
Stewart A Butel
Neal M O'Connor
Michael J Medway
Craig G Bellamy
Damien J Porter
BALANCE AT
THE START OF
THE YEAR
ADDITIONS
PRE-IPO
DISPOSALS
ON IPO
ADDITIONS
ON IPO
ADDITIONS
POST IPO
BALANCE AT
THE END OF
THE YEAR
-
320,542
-
326,736
2,084
649,362
160,633,241
12,648,672
(25,940,204)
-
-
-
-
-
58,334
-
-
-
-
-
-
-
-
-
-
-
25,000
100,000
180,000
-
2,059,933
149,401,642
350
150
600
1,081
-
58,684
25,150
100,600
181,081
-
160,633,241
13,027,548
(25,940,204)
631,736
2,064,198 150,416,519
Other transactions with key management personnel
Related party transactions – Wesley Maas:
` Wesley Maas is a director of Property Maintenance Australia Pty Ltd (PMA). The consolidated entity engaged PMA to
provide property consulting services to the value of $67,500 during the 2020 financial year and until September 2020
when the engagement ended. The contract was based on normal commercial terms and conditions.
`
`
`
The consolidated entity leased premises from Emma Maas, the wife of Wesley Maas, on a short-term and ad-hoc basis.
The rental charged during the year of $29,150 was based on market rates.
The consolidated entity leased premises from Yarrandale Pty Ltd, an entity controlled and/or associated with Wesley
Maas. The rental charged during the year of $305,254 was based on market rates.
In May 2021, the consolidated entity leased premises from Maas Homebush Pty Ltd, an entity controlled and/or
associated with Wesley Maas. The rental charged was based on market rates and will commence after a three-month
rent-free period, which ended in July 2021.
` During the year the ended 30 June 2021, W & E Maas Holdings Pty Limited (an entity controlled and/or associated with
Wesley Maas) sold the remaining shares in related entity MAAS Group Properties Logan Pty Ltd to MGH for $106,030.
36 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 DIRECTORS' REPORT
Related party transactions – Stephen Bizzell:
`
`
There is a commercial tenancy agreement for office space and a carpark in Brisbane between the consolidated entity
and Mallee Bull Investments Pty Ltd as trustee for the Mallee Bull Property Trust (Mallee Bull Property Trust) for a
term of two years from July 2020 at a rental of $900 per month. During the year, $8,681 was paid to Mallee Bull
Investments Pty Ltd and at the end of the financial year, $900 was payable. The spouse of Mr Stephen Bizzell, the
Company’s Chairman, is a director of Mallee Bull Investments Pty Ltd and an ultimate beneficiary of the Mallee Bull
Property Trust. The tenancy agreement is on commercial arm’s length terms and was entered into prior to Mr Bizzell’s
appointment as Chairman.
The consolidated entity provides mining and ancillary services (construction services) by way of a service agreement
with Laneway Resources Limited. Stephen Bizzell is a Chairman of the board and substantial shareholder of Laneway
Resources Limited. The agreement is on arm's length, commercial terms and MGH recognised $1,973,016 of
construction services revenue during the year.
` On 8 October 2018, the consolidated entity engaged Bizzell Capital Partners Pty Ltd (BCP) to advise on the
Company’s ASX listing, capital raising processes and acquisitions. Stephen Bizzell is the chairman and owner of
BCP. The engagement of BCP was negotiated on arms’ length commercial terms prior to Stephen's appointment
as a director and Chairman of MGH. The parties mutually agreed to terminate the engagement on 5 November
2020 pursuant to a mutual deed of termination. Under the termination deed, the consolidated entity paid $473,000
(exclusive of GST) in respect of advisory fees up to 5 November 2020.
Related party transactions – Damien Porter:
` During the 2020 financial year, the consolidated entity leased premises from Damien Porter on a short-term and ad-
hoc basis. The rental charged was based on market rates and no amounts were paid or payable to Damien Porter in
the year ended 30 June 2021.
Related party transactions – Michael Medway:
` During the year Michael Medway provided consultancy services to the consolidated entity under usual commercial
terms. Services included due diligence services with respect to acquisitions of businesses and or assets. The value
of the services provided is $9,000 which have yet to be invoiced to the company or accrued by the company at the
reporting date.
Aggregate amounts of each of the above types of other transactions with key management personnel of MAAS Group
Holdings Limited:
Amounts recognised as revenue
Construction services
Amounts recognised as an expense
Advisory services – IPO & acquisitions
Consulting fee
Rent
Other transactions:
Acquisition of minority interest in subsidiary
Amounts recognised directly in equity:
Advisory services – capital raising
Amounts recognised as assets and liabilities:
At the end of the reporting period the following aggregate amounts were recognised
in relation to the above transactions:
Current assets (trade receivables)*
Current liabilities (amounts payable)
2021
$
1,973,016
367,688
67,500
343,084
CONSOLIDATED
2020
$
-
-
270,000
19,100
778,272
289,100
106,030
152,612
1,809,289
56,962
-
-
-
-
*Subsequent to reporting date amounts have been paid.
There were no other transactions with key management personnel.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 37
ANNUAL REPORT 2021
DIRECTORS' REPORT
Loans to/from key management personnel
Details of loans provided by or made to directors of MAAS Group Holdings Limited and other key management
personnel of the consolidated entity, including their close family members and entities related to them, are set out below.
(a) Related party loan liabilities
RELATED PARTY ENTITY
KMP RELATED TO
Choice Investments Dubbo Pty Ltd
Wesley J Maas
BALANCE AT
BEGINNING OF
THE YEAR
$
24,021,530
CONVERTED
INTO SHARES
NET LOAN
PAYMENT
$
-
$
(24,021,530)
Old Man Investments Pty Ltd
Damien Porter
253,903
(253,903)
-
24,275,433
(253,903)
(24,021,530)
BALANCE AT
END OF THE
YEAR
$
-
-
-
All of the above loans were unsecured and non-interest bearing.
This concludes the remuneration report.
Shares under option
There were no unissued ordinary shares of MAAS Group Holdings Limited under option outstanding at the date of this
report.
Shares issued on the exercise of options
There were no ordinary shares of MAAS Group Holdings Limited issued on the exercise of options during the year ended
30 June 2021 and up to the date of this report.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the
company or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking
responsibility on behalf of the company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the
auditor are outlined in note 36 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 36 to the financial statements do not compromise
the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
`
`
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and
objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company,
acting as advocate for the company or jointly sharing economic risks and rewards.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
38 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 DIRECTORS' REPORT
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
_________________________________
________________________________
Stephen G Bizzell
Chairman
26 August 2021
Dubbo
Wesley J Maas
Managing Director and Chief Executive Officer
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 39
ANNUAL REPORT 2021 AUDITOR'S INDEPENDENCE DECLARATION
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD
4001 Australia
DECLARATION OF INDEPENDENCE BY K L COLYER TO THE DIRECTORS OF MAAS GROUP HOLDINGS LIMITED
As lead auditor of MAAS Group Holdings Limited for the year ended 30 June 2021, I declare that, to the best of my
knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of MAAS Group Holdings Limited and the entities it controlled during the period.
K L Colyer
Director
BDO Audit Pty Ltd
Brisbane
26 August 2021
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an
Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the
international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
40 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2021
Revenue
Other income
Interest revenue
Gain from bargain purchase in a business combination
NOTE
5
6
2021
$
277,561,966
1,623,737
15,704
-
Net fair value gain on investment properties
16
9,284,466
CONSOLIDATED
2020
$
193,440,063
4,096,036
113,394
1,194,898
7,125,882
Expenses
Purchases of raw materials and consumables used and changes in
inventories
Bad debts
Employee benefits expense
Depreciation and amortisation expense
Transaction costs in connection with the IPO and preparation towards the
IPO
Transaction costs relating to business combinations
Stamp duty
Legal, audit, accounting and consultants
Motor vehicle expenses
Insurance and registration
Repairs and maintenance
Rent - short-term and low-value leases
Travel and accommodation
Other expenses
Finance costs
Profit before income tax expense
Income tax expense
Profit after income tax expense for the year
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Profit for the year is attributable to:
Non-controlling interest
12
(134,257,555)
(85,929,078)
(51,036)
(432,988)
(46,583,882)
(40,389,490)
(15,705,939)
(13,711,770)
(1,752,510)
(1,310,454)
(1,080,462)
(213,550)
(2,658,131)
(5,972,307)
(3,975,469)
(562,998)
(787,534)
(3,306,682)
(5,550,641)
(2,154,782)
(11,178,135)
(5,898,524)
(49,836)
(1,383,726)
(8,887,851)
(7,494,933)
47,240,551
(12,499,109)
34,741,442
(313,397)
(1,451,716)
(5,376,667)
(8,852,492)
29,941,060
(8,998,586)
20,942,474
(981,996)
(981,996)
341,344
341,344
33,759,446
21,283,818
172,015
248,901
7
8
Owners of MAAS Group Holdings Limited
30
34,569,427
20,693,573
Total comprehensive income for the year is attributable to:
Non-controlling interest
Owners of MAAS Group Holdings Limited
34,741,442
20,942,474
172,015
248,901
33,587,431
21,034,917
33,759,446
21,283,818
Basic earnings per share
Diluted earnings per share
44
44
14.37
14.33
10.10
10.10
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 41
ANNUAL REPORT 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Inventories
Income tax refund due
Non-current assets classified as held for sale
Other
Total current assets
Non-current assets
Inventories
Investments accounted for using the equity method
Investment properties
Property, plant and equipment
Intangibles
Deferred tax asset
Other
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Borrowings and lease liabilities
Income tax
Employee benefits
Provisions
Other - deferred consideration payable
Total current liabilities
Non-current liabilities
Borrowings and lease liabilities
Derivative financial instruments
Deferred tax liability
Employee benefits
Provisions
Other - deferred consideration payable
Total non-current liabilities
Total liabilities
Net assets
NOTE
2021
$
CONSOLIDATED
2020
$
9
10
11
12
13
14
12
15
16
17
18
19
14
20
21
22
24
25
22
23
26
24
25
17,996,088
12,453,302
37,744,713
27,352,806
8,619,042
57,005,110
1,671,066
4,280,000
4,409,039
11,421,354
54,000,152
-
6,963,615
2,641,481
131,725,058
114,832,710
31,860,261
21,785,561
8,000,000
-
25,843,360
14,416,086
232,995,733
168,220,572
54,284,656
40,314,489
4,361,322
137,510
2,458,576
139,749
357,482,842
247,335,033
489,207,900
362,167,743
38,252,457
7,037,767
27,240,980
7,103,044
35,604,509
71,900,463
-
4,108,329
1,128,174
333,333
2,529,790
2,362,115
811,696
333,333
86,464,569
112,281,421
121,280,786
134,525,317
-
25,338,029
390,873
1,000,000
333,333
1,843,174
14,088,605
-
-
666,667
148,343,021
151,123,763
234,807,590
263,405,184
254,400,310
98,762,559
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
42 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
Equity
Issued capital
Other equity
Reserves
Retained profits
Equity attributable to the owners of MAAS Group Holdings Limited
Non-controlling interest
Total equity
NOTE
27
28
29
30
2021
$
CONSOLIDATED
2020
$
279,635,572
153,643,287
3,353,774
-
(109,185,693)
(108,658,802)
80,596,657
254,400,310
-
51,326,145
96,310,630
2,451,929
254,400,310
98,762,559
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 43
ANNUAL REPORT 2021 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
ISSUED CAPITAL
OTHER EQUITY
RESERVES
Balance at 1 July 2019
153,643,287
$
$
$
NON-
CONTROLLING
INTERESTS
CONSOLIDATED
TOTAL EQUITY
$
$
RETAINED
PROFITS
$
(109,000,146)
30,632,572
2,203,028
77,478,741
-
20,693,573
248,901
20,942,474
341,344
-
-
341,344
341,344
20,693,573
248,901
21,283,818
NON-
CONTROLLING
INTERESTS
CONSOLIDATED
TOTAL EQUITY
$
$
RETAINED
PROFITS
$
(108,658,802)
51,326,145
2,451,929
98,762,559
-
34,569,427
172,015
34,741,442
(981,996)
-
-
(981,996)
(981,996)
34,569,427
172,015
33,759,446
153,643,287
-
(108,658,802)
51,326,145
2,451,929
98,762,559
ISSUED CAPITAL
OTHER EQUITY
RESERVES
-
351,636
103,469
3,353,774
-
-
-
-
-
-
-
-
125,992,285
351,636
3,353,774
(2,623,944)
(2,520,475)
-
-
(5,298,915)
254,400,310
279,635,572
3,353,774
(109,185,693)
80,596,657
-
(5,298,915)
Profit after income tax
expense for the year
Other comprehensive
income for the year,
net of tax
Total comprehensive income
for the year
Balance at 30 June 2020
-
-
-
Balance at 1 July 2020
153,643,287
$
Profit after income tax
expense for the year
Other comprehensive income
for the year, net of tax
Total comprehensive income
for the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net
of transaction costs (note 27)
Share-based payments
(note 45)
Deferred consideration
(note 27)
Transactions with non-
controlling interests (note 41)
Dividends paid (note 31)
Balance at 30 June 2021
-
-
-
125,992,285
-
-
-
-
$
-
-
-
-
$
-
-
-
-
-
-
-
-
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
44 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers (inclusive of GST)
Dividends received
Interest received
Interest and other finance costs paid
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
Payments of contingent consideration
Payment for purchase of associate
Payments for investment property
Payments for property, plant and equipment
Payments for intangibles
Payments for non-controlling interest in subsidiary
Payments for deposits
Related party loans - net
Proceeds from disposal of financial assets at fair value through profit or loss
Proceeds from disposal of investment properties
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from/(payments of) borrowings and lease liabilities
Payment for deferred consideration
Share issue transaction costs
Dividends paid
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
NOTE
2021
$
CONSOLIDATED
2020
$
300,694,099
208,466,614
(247,268,804)
(166,851,955)
53,425,295
41,614,659
-
15,704
(3,689,153)
(5,473,609)
44,278,237
969
35,047
(5,321,027)
(8,953,494)
27,376,154
(29,664,858)
(29,777,796)
-
(558,466)
43
40
15
(8,000,000)
-
(2,142,808)
(11,383,113)
(38,290,815)
(15,550,613)
(28,783)
(3,424,045)
41
(2,520,475)
(1,402,437)
-
-
2,769,000
9,669,738
-
(365,564)
2,829,142
334,666
139,304
16,352,192
(69,611,438)
(41,404,293)
27
43
82,000,000
-
(47,209,540)
23,544,058
(510,000)
(2,054,262)
(1,350,211)
30,875,987
5,542,786
12,453,302
-
-
-
23,544,058
9,515,919
2,937,383
Cash and cash equivalents at the end of the financial year
9
17,996,088
12,453,302
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 45
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 1. General information
The financial statements cover MAAS Group Holdings Limited as a consolidated entity consisting of MAAS Group
Holdings Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in
Australian dollars, which is MAAS Group Holdings Limited's functional and presentation currency.
MAAS Group Holdings Limited is an ASX listed company limited by shares, incorporated and domiciled in Australia. Its
registered office and principal place of business are:
20L Sheraton Road
Dubbo
NSW 2830
A description of the nature of the consolidated entity's operations and its principal activities are included in note 4 -
Operating Segments.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 26 August 2021. The
directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out either in the
respective notes or below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of
these standards and interpretations did not have any significant impact on the financial performance or position of the
consolidated entity.
The consolidated entity adopted the amendments to AASB 3 Business Combinations which clarifies that to be
considered a business, an integrated set of activities and assets must include, at a minimum, an input and a substantive
process that, together, significantly contribute to the ability to create output. Furthermore, it clarifies that a business can
exist without including all of the inputs and processes needed to create outputs. These amendments were considered
and applied for the business combinations entered into by the consolidated entity during the financial year. Refer to note
40 for the details of business combinations.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards
and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as
appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where
applicable, by the measurement at fair value of financial assets at fair value through profit or loss, investment properties
and derivatives at fair value. Assets held for sale are measured at fair value less costs of disposal, with the exception of
investment property held for sale which is measured at fair value.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity
only. Supplementary information about the parent entity is disclosed in note 39.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of MAAS Group Holdings
Limited ('company' or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. MAAS
Group Holdings Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated
entity'.
46 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 2. Significant accounting policies (continued)
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an
entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the
date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the consolidated entity.
The acquisition of subsidiaries in a business combination is accounted for using the acquisition method of accounting -
refer note 40. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where
the difference between the consideration transferred and the book value of the share of the non-controlling interest
acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss
and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated
entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in
a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and
non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The
consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained
together with any gain or loss in profit or loss.
Foreign currency translation
Functional and presentation currency
The consolidated financial statements are presented in Australian dollars ($), which is MAAS Group Holdings Limited’s
functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally
recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net
investment hedges or are attributable to part of the net investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss and other
comprehensive income, within finance costs. All other foreign exchange gains and losses are presented in the statement
of profit or loss and other comprehensive income on a net basis within other gains/(losses).
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 determined. Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and
translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive
income are recognised in other comprehensive income.
Group companies
The results and financial position of foreign operations that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
`
`
`
assets and liabilities are translated at the closing rate at the reporting date
income and expenses for each statement of profit or loss and other comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the transactions), and
all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and
of borrowings and other financial instruments designated as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are
repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of
the foreign operation and translated at the closing rate.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 47
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 2. Significant accounting policies (continued)
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable
to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when
the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted,
except for:
`
`
when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability
in a transaction that is not a business combination and that, at the time of the transaction, affects neither the
accounting nor taxable profits; or
when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and
the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred
tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available
for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it
is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable
authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
MAAS Group Holdings Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income
tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated
group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the
'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the
tax consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or
assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in
the tax consolidated group.
The group has not yet entered into a tax funding and tax sharing agreement. Currently wholly owned entities fully
compensate the head entity for any current tax payable assumed and are compensated by the head entity for any current
tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to the head
entity under the tax consolidation legislation.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on
whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
Derivatives are classified as current or non-current depending on the expected period of realisation.
Financial instruments
Investments and other financial assets.
Classification
The consolidated entity 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 consolidated entity’s business model for managing the financial assets and the
contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive
income. For investments in debt instruments, this will depend on the business model in which the investment is held. For
investments in equity instruments that are not held for trading, this will depend on whether the consolidated entity has
made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through
other comprehensive income (FVOCI). The consolidated entity reclassifies debt investments when and only when its
business model for managing those assets changes.
48 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 2. Significant accounting policies (continued)
Measurement
At initial recognition, the consolidated entity 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.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are
solely payment of principal and interest. Measurement of cash and cash equivalents and trade and other receivables are
measured at amortised cost.
Cash and cash equivalents
Refer to note 9.
Debt instruments
Subsequent measurement of debt instruments depends on the consolidated entity's business model for managing the asset
and the cash flow characteristics of the asset. There are three measurement categories into which the consolidated entity
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 statement of profit or loss and 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 revenue 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 separate line item in the statement of profit or loss and other comprehensive income.
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.
Equity instruments
The consolidated entity subsequently measures all equity investments at fair value. The consolidated entity measures its
investments in equity instruments at FVPL. Changes in the fair value of financial assets at FVPL are recognised in other gains/
(losses) in the statement of profit or loss and other comprehensive income as applicable.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity
intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Investments
Investments includes non-derivative financial assets with fixed or determinable payments and fixed maturities where the
consolidated entity has the positive intention and ability to hold the financial asset to maturity. This category excludes
financial assets that are held for an undefined period. Investments are carried at amortised cost using the effective interest
rate method adjusted for any principal repayments. Gains and losses are recognised in profit or loss when the asset is
derecognised or impaired.
Impairment
The consolidated entity assesses on a forward looking basis the expected credit losses associated with its debt instruments
carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables and contract assets, the consolidated entity applies the simplified
approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the
trade receivables and contract assets.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable
to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where
it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit
losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is
recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss
allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 49
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 2. Significant accounting policies (continued)
Impairment of non-financial assets
At the end of each reporting period, the consolidated entity assesses whether there is any indication that an asset may be
impaired. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount
of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying amount.
Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss.
Where it is not possible to estimate the recoverable amount of an individual asset, the consolidated entity estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
Finance costs
Finance costs are recognised as expenses in the period in which they are incurred, except where they are included in
the costs of qualifying assets. The capitalisation rate used to determine the amount of finance costs to be capitalised to
qualifying assets is the weighted average interest rate applicable to the entity’s borrowings during the period.
Finance costs include interest on bank overdrafts and short-term and long-term borrowings, amortisation of discounts
or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of
borrowings, finance lease charges and certain exchange differences arising from foreign currency borrowings.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part
of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax
authority.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June
2021. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and
Interpretations.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts in the financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements,
estimates and assumptions on historical experience and on other various factors, including expectations of future events,
management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates
will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the
next financial year are discussed below.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or
may have, on the consolidated entity based on known information. This consideration extends to the nature of the
products and services offered, customers, supply chain, staffing and geographic regions in which the consolidated entity
operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact
upon the financial statements or any significant uncertainties with respect to events or conditions which may impact
the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19)
pandemic.
Allowance for expected credit losses
The allowance for expected credit losses assessment for trade receivables and contract assets requires a degree of
estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes
assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales
experience, historical collection rates, the impact of the COVID-19 pandemic and forwardlooking information that is
available. Refer to note 10 for further information.
50 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 3. Critical accounting judgements, estimates and assumptions (continued)
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its
property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives
are less than previously estimated lives, or technically obsolete or nonstrategic assets that have been abandoned or sold
will be written off or written down. There was no adjustment required to the estimated useful lives of any assets during
the financial year (2020: no adjustment).
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment,
whether goodwill and other indefinite life intangible assets have suffered any impairment. The recoverable amounts of
cash-generating units have been determined based on value-in-use calculations. These calculations require the use of
assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated
future cash flows. Refer to note 18 for further information.
Investment properties
Investment properties are revalued annually by independent professional valuers or periodically at Directors' valuation.
The critical inputs underlying the estimated fair value of investment properties are contained in note 33. Any change
in these inputs may impact the fair value of the investment properties. The fair value assessment of the investment
properties includes the best estimate of the impacts of the COVID-19 pandemic using information available at the
reporting date.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life
intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular
asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined.
This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates
and assumptions including the best estimate of the impacts of the COVID-19 pandemic using information available at the
reporting date.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to
discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such
a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary
to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
Derivative instruments - conversion feature of convertible notes
The fair value of the conversion feature of the convertible notes is estimated using present value techniques, by
discounting the probabilityweighted estimated future cash outflows. The critical inputs underlying the estimated fair value
of the conversion feature of the convertible notes is contained in note 33. Any change in these inputs may impact the fair
value of the derivative.
Business Combinations
(i) Deferred consideration and contingent consideration
The deferred consideration liability is the difference between the total purchase consideration, usually on an acquisition
of a business combination, and the amounts paid or settled up to the reporting date, discounted to net present value.
Contingent consideration included in Provisions (note 25), is measured at fair value and has been estimated using present
value techniques by discounting the probability-weighted estimated cashflows.
The future cashflows are contingent on certain hurdles being met in the future. The consolidated entity applies
provisional accounting for any business combination. Any reassessment of the liability during the earlier of the finalisation
of the provisional accounting or 12 months from acquisition date is adjusted for retrospectively as part of the provisional
accounting rules in accordance with AASB 3 Business Combinations.
Thereafter, at each reporting date, the contingent consideration liability is reassessed against revised estimates and any
increase or decrease in the fair value of the liability will result in a corresponding gain or loss to profit or loss. The increase
in the deferred consideration liability resulting from the passage of time is recognised as a finance cost.
(ii) Fair value of net assets acquired
Business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and
contingent liabilities assumed are initially estimated by the consolidated entity taking into consideration all available
information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting
is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and
liabilities, depreciation and amortisation reported. Refer to note 40 for further information.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 51
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 4. Operating segments
Identification of reportable operating segments
During the 2021 financial year, management undertook an operational review of the former Tunnelling and Underground
Services segment which resulted in the consolidation of the Underground equipment hire operations into MAAS Plant
Hire Pty Ltd (Civil, Construction and Hire segment), resulting in a fully integrated hire and workshop operation. The
remaining manufacturing and Jacon product sales were established as a stand-alone segment (Manufacturing) with
independent management reporting directly to the Group CEO. The current reportable segments are: Real Estate; Civil,
Construction and Hire; Manufacturing; and Construction Materials. The 30 June 2020 comparatives have been restated
to reflect the changes made in the 2021 financial year. The reportable segments of the business are as follows:
Segment
1. Real Estate
Description of segment
- Residential Development: develops, builds and sells residential housing estates
- Commercial Development and Investment: delivers commercial property and industrial
developments, and investing in commercial real estate
2. Civil, Construction and Hire
- Civil Construction: civil infrastructure construction, roads, dams and mining
infrastructure
- Plant Hire and Sales: above ground plant hire for major infrastructure projects
- Electrical Services: electrical infrastructure, communications and specialised services
- Underground hard rock mining
- Underground Equipment Hire and Repair: hires, maintains, rebuilds and sells
second-hand mobile equipment for civil tunnelling and underground hard rock mining
3. Manufacturing
- Manufacturing, sales and distribution of underground construction and mining
equipment and parts
4. Construction Materials
- Quarries: supply of quarry materials to construction projects
- Crushing and Screening: mobile crushing and screening for quarries, civil works
Other
and mining
- Geotechnical services
- This includes head office.
The operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are
identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation
of resources. There is no aggregation of operating segments.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies
adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
Intersegment transactions
Intersegment transactions were made at market rates. Intersegment transactions are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans
payable that earn or incur nonmarket interest are not adjusted to fair value based on market interest rates. Intersegment
loans are eliminated on consolidation.
Segment assets
Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the
operations of the segment and the physical location of the asset.
Segment liabilities
Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on
the operations of the segment.
Major customers
During the year ended 30 June 2021, there was one customer who contributed more than 10% to the consolidated
entity's revenue. For the year ended 30 June 2020, there was no single customer who contributed 10% or more to the
consolidated entity's revenue.
52 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 4. Operating segments (continued)
CIVIL
CONSTRUCTION
AND HIRE
REAL ESTATE
MANU-
FACTURING
CONSTRUCTION
MATERIALS
OTHER
$
$
$
$
Revenue
Sales to external
customers
Intersegment sales
53,270,590
161,542,798
21,910,559
36,392,111
-
20,191,626
1,299,446
5,261,400
Total sales revenue
53,270,590
181,734,424
23,210,005
41,653,511
2,036,134
1,085,006
57,289
1,276,242
CONSOLIDATED - 2021
ELIMINATIONS
AND
ADJUSTMENTS
$
TOTAL
$
-
273,116,058
(26,752,472)
-
(26,752,472)
273,116,058
(8,763)
4,445,908
$
-
-
-
-
Other revenue
Interest revenue
Total revenue
11,219
1,976
1,052
264
1,193
15,704
55,317,943
182,821,406
23,268,346
42,930,017
1,193
(26,761,235)
277,577,670
Adjusted EBITDA*
21,854,629
36,531,317
4,847,481
13,401,701
(779,588)
(2,041,099)
73,814,441
Depreciation and
amortisation
Interest revenue
Finance costs
Transaction costs
in connection with
the IPO
Transaction costs
relating to business
combinations
Stamp duty
expensed on
acquisitions
Other non-recurring
expenses
Profit/(loss)
before income tax
expense
Income tax expense
Profit after income
tax expense
Assets
Segment assets
Total assets
Total assets
includes:
Acquisition of non-
current assets
Liabilities
Segment liabilities
Total liabilities
(44,085)
(10,897,213)
(1,099,781)
(4,323,606)
-
658,746
(15,705,939)
11,219
1,976
1,052
264
1,193
15,704
(480,901)
(2,038,362)
(472,232)
(729,094)
(3,457,085)
(317,259)
(7,494,933)
-
-
-
-
-
-
-
(342,200)
-
-
-
-
-
(1,752,510)
(360,190)
(720,272)
(213,550)
-
-
-
-
-
-
-
(1,752,510)
(1,080,462)
(213,550)
(342,200)
21,340,862
23,255,518
3,276,520
7,775,525
(6,708,262)
(1,699,612)
47,240,551
(12,499,109)
34,741,442
102,238,397
226,309,545
40,143,717
120,375,211
3,383,498
(3,242,468)
489,207,900
489,207,900
32,472,064
39,599,365
173,320
37,367,134
-
-
109,611,883
26,144,443
108,679,529
15,049,157
47,802,945
37,442,375
(310,859)
234,807,590
234,807,590
* Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the quality of
earnings because of isolated or non-recurring events.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 53
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 4. Operating segments (continued)
CIVIL
CONSTRUCTION
AND HIRE
REAL ESTATE
MANU-
FACTURING
CONSTRUCTION
MATERIALS
OTHER
Revenue
Sales to external
customers
Intersegment sales
Total sales revenue
Other revenue
Interest revenue
Total revenue
$
$
$
$
23,645,126
123,439,061
17,063,033
22,822,420
-
12,120,134
4,680,516
2,798,859
23,645,126
135,559,195
21,743,549
25,621,279
3,695,669
2,832,356
-
17,343
5,995
105,677
1,608
16
27,346,790
138,497,228
21,745,157
25,638,638
$
-
-
-
-
98
98
CONSOLIDATED - 2020
ELIMINATIONS
AND
ADJUSTMENTS
$
TOTAL
$
-
186,969,640
(19,599,509)
-
(19,599,509)
186,969,640
(74,945)
6,470,423
-
113,394
(19,674,454)
193,553,457
Adjusted EBITDA*
15,242,469
30,286,975
1,980,228
10,933,721
22,520,376
(28,146,276)
52,817,493
Depreciation and
amortisation
Interest revenue
Finance costs
Gain on contingent
and deferred
consideration
Gain from
bargain purchase
in a business
combination
Legal fees in
connection with the
proposed IPO
Legal fees relating
to business
combinations
Stamp duty
expensed on
acquisitions
Consulting
expenses in
connection with the
proposed IPO
Profit/(loss)
before income tax
expense
Income tax expense
Profit after income
tax expense
Assets
Segment assets
Total assets
Total assets
includes:
Acquisition of non-
current assets
Liabilities
Segment liabilities
Total liabilities
(17,615)
(10,636,882)
(672,217)
(2,385,057)
5,995
105,677
1,608
16
-
98
-
-
(13,711,771)
113,394
(897,857)
(2,608,122)
(443,266)
(885,849)
(3,429,371)
(588,027)
(8,852,492)
-
-
-
-
-
-
-
-
-
-
-
-
1,040,524
-
-
-
-
-
(500,000)
(62,998)
(787,534)
-
-
-
-
(243,045)
-
-
-
1,040,524
1,194,898
1,194,898
-
-
(243,045)
(562,998)
-
(787,534)
-
(1,067,409)
-
(1,067,409)
14,332,992
17,147,648
1,406,877
6,812,299
17,780,649
(27,539,405)
29,941,060
(8,998,586)
20,942,474
69,073,748
200,258,401
43,299,760
51,590,749
4,826,273
(6,881,188)
362,167,743
362,167,743
14,678,503
54,340,931
3,172,743
4,069,940
-
-
76,262,117
15,071,008
120,409,095
12,463,442
15,019,250
104,130,591
(3,688,202)
263,405,184
263,405,184
* Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the quality of
earnings because of isolated or non-recurring events.
54 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 4. Operating segments (continued)
Geographical information
For the financial year ended 30 June 2021, revenue from external customers attributed to foreign countries amounted
to $16,339,829 (30 June 2020: $5,924,279). This related to the sales of underground equipment and toll manufacturing
from the Manufacturing segment. Countries where revenue from the sale of underground equipment directly and through
international distribution networks included Mongolia, Indonesia, Papua New Guinea and New Zealand. No revenues
attributed to an individual foreign country is material.
The total non-current assets, other than financial instruments and deferred tax assets, located in Australia amounted
to $353,417,833 (2020 - $233,556,666) and non-current assets located in foreign countries (Vietnam and Indonesia)
amounted to $9,664,051 (2020 - $11,180,042). No noncurrent assets in an individual foreign country are material.
Accounting policy for operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same
basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for
the allocation of resources to operating segments and assessing their performance.
Note 5. Revenue
Revenue from contracts with customers
Construction - civil infrastructure (i)
Construction - residential (i)
Electrical service (i)
Labour hire and repairs (i)
Sale of goods - plant, equipment, parts, road-base and aggregates (ii)
Land development and resale (ii)
Geotechnical services (ii)
Other revenue
Equipment and machinery hire
Management fees
Dividends and trust distributions
Rent
Other revenue
Revenue
CONSOLIDATED
2020
$
2021
$
34,465,375
18,299,491
14,769,939
9,253,894
40,795,828
19,933,927
1,713,750
3,412,496
101,830,275
91,913,047
38,500,651
14,391,232
6,939,818
-
239,015,636
157,204,087
34,100,422
29,765,553
1,440,000
2,430,000
-
969
484,242
623,010
2,521,666
3,416,444
38,546,330
36,235,976
277,561,966
193,440,063
Disaggregation of revenue
The consolidated entity derives revenue from the transfer of goods and services over time and at a point in time for all
major revenue sources indicated above. Revenue from contracts with customers is derived from the sale of goods and
services to global customers located in countries including Australia, Vietnam, Indonesia, Mongolia, Papua New Guinea
and New Zealand. Management does not review revenue by country. Refer to note 4 for disaggregation of revenue by
geographical region.
(i) Revenue recognised over time
(ii) Revenue recognised at a point in time
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 55
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 5. Revenue (continued)
Construction - civil
infrastructure
CIVIL
CONSTRUCTION
AND HIRE
$
50,168,478
REAL ESTATE
$
-
Construction - residential
14,769,939
-
-
-
42,032,244
1,713,750
MANU-
FACTURING
CONSTRUCTION
MATERIALS
$
-
-
-
-
$
-
-
-
-
2021
TOTAL
$
ELIMINATIONS
$
(15,703,103)
34,465,375
-
14,769,939
(1,236,416)
40,795,828
-
1,713,750
Land development and resale
38,500,651
-
54,994,903
23,210,005
31,941,250
(8,315,883)
101,830,275
-
-
-
-
-
-
6,939,818
-
-
38,500,651
6,939,818
53,270,590
148,909,375
23,210,005
38,881,068
(25,255,402)
239,015,636
-
32,825,049
-
2,772,443
(1,497,070)
34,100,422
53,270,590
181,734,424
23,210,005
41,653,511
(26,752,472)
273,116,058
CIVIL
CONSTRUCTION
AND HIRE
REAL ESTATE
MANU-
FACTURING
CONSTRUCTION
MATERIALS
ELIMINATIONS
$
$
$
$
$
2021
TOTAL
$
2,036,134
33,910,055
57,289
4,048,685
(1,505,833)
38,546,330
-
(32,825,049)
-
(2,772,443)
1,497,070
(34,100,422)
2,036,134
1,085,006
57,289
1,276,242
(8,763)
4,445,908
Electrical service
Labour hire and repairs
Sale of goods - plant,
equipment, roadbase and
aggregates
Geotechnical services
Revenue from contracts with
customers
Equipment & machinery hire
Total sales revenue per segment
Other revenue
Equipment and machinery
hire disclosed in sales revenue
per segment
Total sales revenue per segment
Construction - civil
infrastructure
CIVIL
CONSTRUCTION
AND HIRE
$
28,336,526
REAL ESTATE
$
-
Construction - residential
9,253,894
-
Electrical service
Labour hire and repairs
Sale of goods - plant,
equipment, parts, road-base
and aggregates
-
-
-
19,933,927
3,412,496
MANU-
FACTURING
CONSTRUCTION
MATERIALS
$
-
-
-
-
$
-
-
-
-
2020
TOTAL
$
ELIMINATIONS
$
(10,037,035)
18,299,491
-
-
-
9,253,894
19,933,927
3,412,496
53,010,619
21,743,549
25,621,279
(8,462,400)
91,913,047
Land development and resale
14,391,232
-
-
-
-
14,391,232
Revenue from contracts with
customers
Equipment and machinery
hire
Total sales revenue per segment
23,645,126
104,693,568
21,743,549
25,621,279
(18,499,435)
157,204,087
-
30,865,627
-
-
(1,100,074)
29,765,553
23,645,126
135,559,195
21,743,549
25,621,279
(19,599,509)
186,969,640
56 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 5. Revenue (continued)
Other revenue
Equipment and machinery
hire disclosed in sales revenue
per segment
Total sales revenue per segment
CIVIL
CONSTRUCTION
AND HIRE
REAL ESTATE
$
$
3,695,669
33,697,983
-
(30,865,627)
3,695,669
2,832,356
2020
TOTAL
$
MANU-
FACTURING
CONSTRUCTION
MATERIALS
ELIMINATIONS
$
-
-
-
$
$
17,343
(1,175,019)
36,235,976
-
1,100,074
(29,765,553)
17,343
(74,945)
6,470,423
Accounting policy for revenue recognition
Construction - civil infrastructure
The consolidated entity derives revenue from the construction of civil infrastructure projects, including roads, railways,
tunnels, water, energy and resources facilities across Australia. Contracts entered into may be for the construction of one
or several separate stages in a project (deliverables). The construction of each individual deliverable is generally taken to
be one performance obligation. Where contracts are entered for the building of deliverables, the total transaction price is
allocated across each deliverable based on stand-alone selling prices. The transaction price is normally fixed at the start
of the project. It is normal practice for contracts to include bonus and penalty elements based on timely construction or
other performance criteria known as variable consideration, discussed below.
The performance obligation is fulfilled over time and as such revenue is recognised over time. As work is performed on
the assets being constructed they are controlled by the customer and have no alternative use to the consolidated entity,
with the consolidated entity having a right to payment for performance to date.
Generally, contracts identify various inter-linked activities required in the construction process. Revenue is recognised on
the measured output of each process based on appraisals that are agreed with the customer on a regular basis.
Revenue earned is typically invoiced monthly or in some cases on achievement of milestones or to match major capital
outlay.
Invoices are paid on normal commercial terms, which may include the customer withholding a retention amount until
finalisation of the construction. Certain construction projects entered into receive payment prior to work being performed
in which case revenue is deferred on the statement of financial position.
Construction - residential
The consolidated entity derives revenue from the construction of residential houses in the NSW area. Contracts entered
into is for the construction of a residential dwelling and is taken to be one performance obligation and the stand-alone
selling price. The performance obligation is fulfilled over time and as such revenue is recognised over time. As work
is performed on the assets being constructed they are controlled by the customer and have no alternative use to the
consolidated entity, with the consolidated entity having a right to payment for performance to date.
Generally, contracts identify various inter-linked activities required in the construction process. Revenue is recognised
on the measured input, being stage of completion of costs incurred against budgeted costs. Stage of completion
is determined with reference to the services performed to date as a percentage of total anticipated services to be
performed.
Customers are invoiced based on the achievement of milestones (included in the contract). Payment is received following
invoice on normal commercial terms. At reporting date, the amounts invoiced are likely to differ from the stage of
completion. The difference is recognised as either a contract asset or contract liability.
Equipment and machinery hire
The consolidated entity generates revenue from the provision of dry hire and wet hire of plant and equipment to many
infrastructure projects throughout Australia. Contracts include separate mobilisation and demobilisation fees and a
schedule of rates for the dry hire or wet hire. Dry hire revenue is generated from hire of equipment only, no supply of
driver, maintenance or fuel, whereas wet hire includes a driver and can include maintenance services and fuel.
These form of contracts may vary in scope however all wet hires have one common performance obligation, being
the provision of equipment and driver to the customer which includes mobilisation and dismantling, and maintenance
services and any ancillary materials that are required to fulfil the obligation.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 57
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 5. Revenue (continued)
The mobilisation fees, maintenance services and ancillary materials are generally taken to be one performance obligation
as the customer does not benefit from these services on its own, are not considered distinct and therefore are grouped with
other items in the contract, being the hire of equipment.
Equipment and machinery rental periods are typically short-term and is recognised at fixed rates over the period of hire.
Customers are in general invoiced on a monthly basis and payment is received following invoice on normal commercial terms.
Electrical service revenue
The consolidated entity performs electrical services specialising in underground and overhead power line construction and
High Voltage and Low Voltage cable jointing for supply authorities and mining professionals. Contracts may include multiple
processes required to be performed for each milestone set in the project. Milestones may be performed by the Group or by
other contractors employed by the customer and as such are accounted for as separate obligations. The transaction price is
allocated to each performance obligation based on the stand-alone selling price. The total transaction price may include a
variable pricing element which is accounted for in accordance with the policy on variable consideration.
Performance obligations are fulfilled over time with revenue recognised in the accounting period in which the electrical
services are rendered based on the amount of the expected transaction price allocated to each performance obligation as
the customer continues to control the asset as it is enhanced.
Customers are typically invoiced on a monthly basis for an amount that is calculated on a schedule of rates that is aligned
with the stand alone selling prices for each performance obligation. Payment is received following invoice on normal
commercial terms.
Service revenue: labour hire and repairs
The consolidated entity performs repairs to machinery and provides labour to customers in the underground mining,
tunnelling, civil construction and rail industries. Contracts include a schedule of rates that is aligned with the stand alone
selling prices of the service provided. The performance obligation is fulfilled over time and as such revenue is recognised
over time because the customer simultaneously receives and consumes the benefits provided by the entity’s performance.
Revenue is recognised on the measured output with reference to the services performed to date.
Customers are typically invoiced on a monthly basis for an amount that is calculated on a schedule of rates that is aligned
with the stand alone selling prices for each performance obligation. Payment is received following invoice on normal
commercial terms.
Sales of goods – plant, equipment, parts, road-base and aggregates
The consolidated entity sells plant, equipment, parts, road-base and aggregates. Sale of these goods usually contains only
one performance obligation, with revenue recognised at the point in time when the material is transferred to the customer.
The revenue is measured at the transaction price agreed under the contract. In most cases, the consideration is due when
the goods have been transferred to the customer.
Land development and resale
The consolidated entity develops and sells residential properties in NSW. Property revenue is recognised when control
over the property has been transferred to the customer. This is generally at the point when legal title has transferred to the
customer as properties are not developed based on the specific needs of individual customers. The revenue is measured at
the transaction price agreed under the contract.
Geotechnical services
The consolidated entity provides a range of Geotechnical consulting services to its clients including onsite earthworks
testing, lab materials testing, geotechnical investigations & drilling, and concrete testing. Individual contracts are typically
short-term in nature and relate to a discrete project or asset. Revenue is recognised in the accounting period in which the
services are rendered, at a point-in-time when the results are provided to the client (the performance obligation). Payment
is generally due within 30 days from completion of the services. Consulting services are generally short-term in nature with
most contracts completed within 30 days.
Manufacturing sales
The consolidated entity recognises a contract asset over the period in which the performance obligation is fulfilled and
recognises contract liabilities arise where payments are received prior to work being performed. Revenue is recognised at
the point in time when the manufactured machine is transferred to the customer. Manufacturing sales are included in Sale of
goods - plant, equipment, parts, road-base and aggregates revenue stream.
Variable consideration
It is common for contracts to include performance bonuses or penalties assessed against the timeliness or cost effectiveness
of work completed or other performance related KPIs. Where consideration in respect of a contract is variable, the expected
value of revenue is only recognised when the uncertainty associated with the variable consideration is subsequently
resolved, known as “constraint” requirements. The consolidated entity assesses the constraint requirements on a periodic
basis when estimating the variable consideration to be included in the transaction price. The estimate is based on all
available information including historic performance. Where modifications in design or contract requirements are entered
into, the transaction price is updated to reflect these. Where the price of the modification has not been confirmed, an
estimate is made of the amount of revenue to recognise whilst also considering the constraint requirement.
58 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 5. Revenue (continued)
Contract assets and liabilities
AASB 15 uses the terms ‘contract asset’ and ‘contract liability’ to describe what is commonly known as ‘accrued revenue’
and ‘deferred revenue’. Contract assets are balances due from customers under contracts as work is performed and
therefore a contract asset is recognised over the period in which the performance obligation is fulfilled. This represents the
entity’s right to consideration for the services transferred to date. Amounts are generally reclassified to receivables when
these have been certified or invoiced to a customer. Contract liabilities arise where payment is received prior to work being
performed.
Financing components
The consolidated entity does not expect to have any contracts where the period between the transfer of the promised
goods or services to the customer represents a financing component. As a consequence, the consolidated entity does not
adjust any of the transaction prices for the time value of money.
Warranties and defect periods
Generally construction and services contracts include defect and warranty periods following completion of the project.
These obligations are not deemed to be separate performance obligations and therefore estimated and included in
the total costs of the contracts. Where required, amounts are recognised accordingly in line with AASB 137 Provisions,
Contingent Liabilities and Contingent Assets.
Loss making contracts
A provision is made for the difference between the expected cost of fulfilling a contract and the expected unearned portion
of the transaction price where the forecast costs are greater than the forecast revenue.
Dividends and interest
Dividend revenue is recognised when the right to receive a dividend has been established, and interest revenue is
recognised using the effective interest method.
Rent
Rent revenue from investment properties is recognised on a straight-line basis over the lease term. Lease incentives granted
are recognised as part of the rental revenue. Contingent rentals are recognised as income in the period when earned.
Management fees
The consolidated entity manages and sells land held by MAAS Group Family Property entities (outside of the consolidated
group) on their behalf and in return the consolidated entity receives a management fee. Management fees are fixed and
based on a per lot sold basis and are recognised when a lot of land is sold. The arrangement concluded during the 2021
financial year.
Note 6. Other income
Net gain on disposal of property, plant and equipment
Net fair value gain on financial assets at fair value through profit or loss
Insurance recoveries
Net reimbursement of expenses
Gain on contingent and deferred consideration
Net gain on disposal of investment properties held for sale
Write back of provision for expected credit loss
Other income
2021
$
951,565
10,150
141,189
45,000
CONSOLIDATED
2020
$
2,358,369
231,430
172,569
293,144
-
1,040,524
79,562
396,271
-
-
1,623,737
4,096,036
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 59
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 7. Expenses
Profit before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities and chattel mortgages
Finance costs expensed
Superannuation expense
Defined contribution superannuation expense
Share-based payments expense
CONSOLIDATED
2020
$
2021
$
5,136,686
2,358,247
7,494,933
6,194,136
2,658,356
8,852,492
3,425,233
2,979,980
Share-based payments expense - employee benefits
351,636
-
Note 8. Income tax expense
Income tax expense
Current tax
Deferred tax - origination and reversal of temporary differences
Adjustment recognised for prior periods
Aggregate income tax expense
Deferred tax included in income tax expense comprises:
Increase in deferred tax assets (note 19)
Increase in deferred tax liabilities (note 26)
Deferred tax - origination and reversal of temporary differences
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Step down in inventory on consolidation
Non-deductible interest
Other non-deductible expenses
Adjustment recognised for prior periods
Difference in overseas tax rates
Income tax expense
CONSOLIDATED
2020
$
2021
$
4,723,655
8,757,839
(982,385)
7,737,570
2,260,124
(999,108)
12,499,109
8,998,586
(547,100)
(1,075,918)
9,304,939
8,757,839
3,336,042
2,260,124
47,240,551
29,941,060
14,172,165
8,982,318
-
-
337,440
818,648
635,942
41,339
14,509,605
10,478,247
(982,385)
(1,028,111)
(999,108)
(480,553)
12,499,109
8,998,586
60 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 8. Income tax expense (continued)
Amounts credited directly to equity
Aggregate current and deferred tax arising in the period and not recognised in net profit or loss
or other comprehensive income but directly debited or credited to equity
Deferred tax in relation to share issue costs (note 19)
(616,279)
2021
$
CONSOLIDATED
2020
$
-
Note 9. Cash and cash equivalents
Current assets
Cash on hand
Cash at bank
CONSOLIDATED
2020
$
1,491
2021
$
-
17,996,088
12,451,811
17,996,088
12,453,302
Accounting policy for cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Note 10. Trade and other receivables
Current assets
Financial assets at amortised cost:
Trade receivables
Less: Allowance for expected credit losses
Other receivables
Allowance for expected credit losses
Movements in the allowance for expected credit losses are as follows:
Opening balance
Additional provisions recognised
Amounts received
Unused amounts reversed
Closing balance
CONSOLIDATED
2020
$
2021
$
34,018,656
26,556,227
-
(760,000)
34,018,656
25,796,227
3,726,057
1,556,579
37,744,713
27,352,806
2021
$
760,000
CONSOLIDATED
2020
$
-
-
760,000
(360,000)
(400,000)
-
-
-
760,000
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 61
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 10. Trade and other receivables (continued)
Accounting policy for trade and other receivables
Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary
course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified
as current assets. All other receivables are classified as non-current assets.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant
financing components, when they are recognised at fair value. The consolidated entity holds the trade receivables with
the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the
effective interest method.
(a) Fair values of trade and other receivables
Due to the short term nature of the current receivables, the carrying amount is considered to be the same as their fair value.
(b) Other receivables at amortised cost
These amounts generally arise from transactions outside the usual operating activities of the consolidated entity. Interest is
charged at commercial rates where the repayment exceeds 12 months. Collateral is not normally obtained. The non-current
receivables are due and payable within 2 years from the end of the reporting period.
(c) Impairment and risk exposure
Note 32 sets out information of financial assets and exposure to credit risk.
Loans due by director related entities and non-related entities are denominated in Australian dollars, as a result there is no
exposure to foreign currency risk. Current trade and other receivables include balances denominated in Vietnamese Dong.
Refer note 32 for the consolidated entity's exposure to foreign currency risk.
(i) Included in interest revenue is $nil (2020: $101,601) relating to loans due by non-related entities.
Note 11. Contract assets
Current assets
Contract assets
CONSOLIDATED
2020
$
2021
$
8,619,042
11,421,354
The overall decrease in contract assets of $2,802,312 was driven by a reduction in work in progress within the Civil,
Construction and Hire segment of $2,351,802 and a further decrease within the manufacturing segment of $1,178,650. This
was offset by an increase in construction materials $728,140. The reductions mainly related to the timing of progress billing
arrangements on a number of large projects within civil and construction and an increase in shipments leading up to the end
of the financial year within manufacturing.
Accounting policy for contract assets
Contract assets are recognised when the consolidated entity has transferred goods or services to the customer but where
the consolidated entity is yet to establish an unconditional right to consideration. Contract assets are treated as financial
assets for impairment purposes.
62 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 12. Inventories
Current assets
Raw materials - at cost
Finished goods - at cost
Land held for development and resale
Machines held for resale - at cost
Non-current assets
Land held for development and resale
Total inventories
Amounts recognised in profit or loss
Inventories recognised as an expense during the year included in cost of
sales and cost of providing services
CONSOLIDATED
2020
$
2021
$
7,668,134
6,189,427
6,756,653
6,567,964
18,810,123
15,904,540
23,770,200
25,338,221
57,005,110
54,000,152
31,860,261
21,785,561
88,865,371
75,785,713
CONSOLIDATED
2020
$
2021
$
127,306,702
89,195,024
The consolidated entity changed its presentation relating to the classification of inventories between raw materials
and finished goods for items which can either be sold individually or used further in the manufacture and production
of plant and machinery. This change was made for the year ended 30 June 2021 under AASB 101:Presentation of
Financial Statements. Previously these items were classified as raw materials but are now classified as finished goods.
Management are of the opinion that, after judgment and consideration of all relevant facts and circumstances, that the
classification as finished goods is appropriate given the dual nature of the inventory items. This change is consistent
with the re-classification made at 31 December 2020 which was reflected in the 31 December 2020 half-year financial
statements. Comparative information for the year ended 30 June 2020 has also been restated in accordance with the
new classification.
Accounting policy for inventories
Inventories are carried at the lower of cost and net realisable value and comprise of the following:
- Land held for development and resale
Cost includes the costs of acquisition, development and holding costs such as rates, taxes and finance costs. Holding
costs on property developments not under active development are expensed as incurred. Land held for development
and resale not expected to be realised within the next 12 months has been classified as non-current.
- Raw materials, finished goods and parts
Raw materials, finished goods and parts are stated at the lower of cost and net realisable value. Cost comprises direct
materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure. Costs of purchased
inventory are determined after deducting rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 63
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 13. Non-current assets classified as held for sale
Current assets
Investment properties - at fair value
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and
previous financial year are set out below:
Opening balance
Transfer from investment properties (note 16)
Properties sold
Closing balance
CONSOLIDATED
2020
$
2021
$
4,280,000
6,963,615
6,963,615
-
-
6,963,615
(2,683,615)
-
4,280,000
6,963,615
2021
The investment properties held for sale consist of:
(i) A commercial property with a fair value of $3,000,000, situated in Rutherford NSW
(ii) A commercial property with a fair value of $1,280,000, situated in Emerald QLD
All properties are expected to be sold within 12 months from the reporting date and sale negotiations are currently in
progress. The properties are surplus to requirements. The assets are presented within total assets of the Real Estate
segment in note 4.
2020
The investment properties held for sale consisted of:
(i) A residential property with a fair value of $190,015, situated in Emerald QLD.
(ii) Vacant land with a fair value of $145,000, situated in Muswellbrook NSW.
(iii) Two commercial properties with fair values of $540,000 and $3,000,000 respectively, situated in Rutherford NSW.
(iv) Two commercial properties with fair values of $1,280,000 and $408,600 respectively, situated in Emerald QLD.
(v) A commercial property with a fair value of $1,400,000, situated in Mackay QLD.
Accounting policy for non-current assets or disposal groups classified as held for sale
Non-current assets and assets of disposal groups are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continued use. They are measured at the lower of their carrying
amount and fair value less costs of disposal. Investments properties held for sale are measured at fair value. For non-
current assets or assets of disposal groups to be classified as held for sale, they must be available for immediate sale in
their present condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets of disposal
groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of
disposal of a non-current assets and assets of disposal groups, but not in excess of any cumulative impairment loss
previously recognised.
Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses
attributable to the liabilities of assets held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale are presented
separately on the face of the statement of financial position, in current assets. The liabilities of disposal groups classified
as held for sale are presented separately on the face of the statement of financial position, in current liabilities.
64 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 14. Other
Current assets
Prepaid expenses
Deposits
Other current assets
Non-current assets
Security deposits
Other non-current assets
Total other assets
Note 15. Investments accounted for using the equity method
Non-current assets
Investment in associate
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current and previous
financial year are set out below:
Opening carrying amount
Additions - investment in associate
Closing carrying amount
CONSOLIDATED
2020
$
2021
$
1,991,992
2,061,135
1,768,001
649,046
365,564
214,782
4,409,039
2,641,481
130,305
139,749
7,205
-
137,510
139,749
4,546,549
2,781,230
2021
$
8,000,000
-
8,000,000
8,000,000
CONSOLIDATED
2020
$
-
-
-
-
Interests in associates
In May 2021, the company acquired a 45.7% interest in the 1990 Elizabeth Property Unit Trust (“1990 Trust”) which holds
a development site in the Western Sydney Airport precinct at Badgery’s Creek. The company is guaranteed two seats on
the board of the trustee of the 1990 Trust and participates in significant and financial operating decisions. Although the
company does not have control of the Trust, it does have significant influence.
Interests in associates are accounted for using the equity method of accounting. Information relating to associates that
are material to the consolidated entity are set out below:
NAME
1990 Elizabeth Property Unit Trust
PRINCIPAL PLACE OF BUSINESS /
COUNTRY OF INCORPORATION
Australia
OWNERSHIP INTEREST
2021
%
45.71%
2020
%
-
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 65
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 15. Investments accounted for using the equity method (continued)
Summarised financial information
The information disclosed reflects the amounts presented in the financial statements of the relevant associates and not
MGH’s share of those amounts. They have been amended to reflect adjustments made by the entity when using the
equity method, including fair value adjustments and modifications for differences in accounting policy.
Summarised statement of financial position
Current assets
Non-current assets
Total assets
Net assets
Summarised statement of profit or loss and other comprehensive income
Revenue
Expenses
Loss before income tax
Other comprehensive income
Total comprehensive income
Reconciliation of the consolidated entity's carrying amount
Consolidated entity's share of net assets (45.71%)
Closing carrying amount
2021
$
853,632
16,646,380
17,500,012
17,500,012
-
(137,499)
(137,499)
-
(137,499)
8,000,000
8,000,000
Accounting policy for associates
Associates are entities over which the consolidated entity has significant influence but not control or joint control.
Investments in associates are accounted for using the equity method. Under the equity method, the share of the profits
or losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other
comprehensive income. Investments in associates are carried in the statement of financial position at cost plus post-
acquisition changes in the consolidated entity's share of net assets of the associate. Goodwill relating to the associate
is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment.
Dividends received or receivable from associates reduce the carrying amount of the investment.
When the consolidated entity's share of losses in an associate equals or exceeds its interest in the associate, including
any unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the loss of significant influence over the
associate and recognises any retained investment at its fair value. Any difference between the associate's carrying
amount, fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
66 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 16. Investment properties
Non-current assets
Investment properties - at fair value
Investment properties under construction - at cost
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current and previous
financial year are set out below:
Balance at 1 July
Additions
Classified as held for sale
Disposals
Fair value gain
Balance at 30 June
Amounts recognised in profit or loss for investment properties
Rental income
Direct operating expenses from property that generated rental income
Direct operating expenses from property that did not generate rental income
Significant estimate - Valuations of investment properties
Refer to note 33 for further information on fair value measurement.
CONSOLIDATED
2020
$
2021
$
25,644,984
13,345,016
198,376
1,071,070
25,843,360
14,416,086
14,416,086
2,010,010
2,142,808
12,383,713
-
-
(6,963,615)
(139,904)
9,284,466
7,125,882
25,843,360
14,416,086
CONSOLIDATED
2020
$
2021
$
482,207
898,010
(353,500)
(450,973)
(142,280)
-
Leasing arrangements
The investment properties are leased to tenants under operating leases with rentals payable monthly. Lease payments for
some contracts include CPI increases, but there are no other variable lease payments that depend on an index or rate.
Where considered necessary to reduce credit risk, the consolidated entity may obtain bank guarantees for the term of the
lease.
Although the consolidated entity is exposed to changes in the residual value at the end of the current leases, the
consolidated entity typically enters into new operating leases and therefore will not immediately realise any reduction in
residual value at the end of these leases. Expectations about the future residual values are reflected in the fair value of
the properties.
Minimum lease payments receivable on leases of investment properties are as follows:
Within 1 year
Between 1 and 2 years
Between 2 and 3 years
Between 3 and 4 years
Between 4 and 5 years
2021
$
485,186
485,186
485,186
425,186
73,025
CONSOLIDATED
2020
$
430,896
360,000
360,000
360,000
360,000
1,953,769
1,870,896
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 67
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 16. Investment properties (continued)
Accounting policy for investment properties
Investment properties principally comprise of freehold land and buildings held for long-term rental and capital
appreciation that are not occupied by the consolidated entity. Investment properties are initially recognised at cost,
including transaction costs, and are subsequently remeasured annually at fair value. Movements in fair value are
recognised directly to profit or loss.
Investment properties are derecognised when disposed of or when there is no future economic benefit expected.
Transfers to and from investment properties to property, plant and equipment are determined by a change in use
of owner-occupation. The fair value on the date of change of use from investment properties to property, plant and
equipment are used as deemed cost for the subsequent accounting. The existing carrying amount of property, plant and
equipment is used for the subsequent accounting cost of investment properties on the date of change of use.
Investment properties also include properties under construction for future use as investment properties. These are
carried at fair value, or at cost where fair value cannot be reliably determined and the construction is incomplete.
Note 17. Property, plant and equipment
CONSOLIDATED
2020
$
2021
$
28,729,803
18,588,700
(492,039)
(226,768)
28,237,764
18,361,932
33,015,109
26,690,983
(2,484,110)
(3,042,798)
30,530,999
23,648,185
111,152,503
97,156,440
(17,173,997)
(18,690,876)
93,978,506
78,465,564
68,999,192
35,349,417
(10,300,809)
(10,866,732)
58,698,383
24,482,685
20,292,639
14,551,649
(6,032,203)
(3,961,370)
14,260,436
10,590,279
7,289,645
12,671,927
232,995,733
168,220,572
Non-current assets
Quarry land - at cost
Less: Accumulated amortisation
Land and buildings - at cost
Less: Accumulated depreciation
Hire machinery and equipment - at cost
Less: Accumulated depreciation
Plant and equipment - at cost
Less: Accumulated depreciation
Motor vehicles - at cost
Less: Accumulated depreciation
Assets under construction - at cost
68 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 17. Property, plant and equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
QUARRY LAND
LAND &
BUILDINGS
HIRE
EQUIPMENT &
MACHINERY
PLANT &
EQUIPMENT
MOTOR
VEHICLES
ASSETS &
CONSTRUCTION
$
$
$
$
$
$
CONSOLIDATED
TOTAL
$
Balance at 1 July 2019
6,728,415
15,346,783
55,851,355
9,110,514
6,084,212
6,537,946
99,659,225
Additions
Additions
through business
combinations
Disposals
Transfers to inventory
Transfers in/(out)
Depreciation
expense
460,285
8,625,983
29,044,611
616,689
5,425,686
17,776,271
61,949,525
11,400,000
2,562,664
3,475,000
23,597,093
1,187,000
-
42,221,757
-
-
-
(1,649,456)
(11,131,202)
(486,198)
(524,490)
(202,477)
(13,993,823)
-
-
(2,922,809)
(5,576,957)
(587,128)
(42,448)
(9,129,342)
11,397,365
-
-
(11,397,365)
-
(226,768)
(1,237,789)
(7,248,756)
(2,778,456)
(995,001)
-
(12,486,770)
Balance at 30 June 2020
18,361,932
23,648,185
78,465,564
24,482,685
10,590,279
12,671,927
168,220,572
5,350,823
5,479,305
20,552,027
15,456,797
3,819,776
11,355,050
62,013,778
Additions
Additions
through business
combinations (note 40)
Disposals
Transfers from/(to)
inventory
Exchange differences
Transfers in/(out)
Depreciation
expense
Balance at 30 June
2021
-
-
-
4,200,000
3,785,256
-
16,737,603
1,992,082
(2,204)
(4,506,666)
(3,368,476)
(761,265)
-
-
26,714,941
(8,638,611)
-
(1,515,248)
1,945,243
(450,399)
(212,228)
(232,632)
(338,813)
-
(574,924)
-
-
(913,737)
613,280
(525,494)
7,057,379
8,694,417
685,522
(16,525,104)
-
(288,271)
(1,515,236)
(6,074,550)
(4,674,962)
(1,615,559)
-
(14,168,578)
28,237,764
30,530,999
93,978,506
58,698,383
14,260,436
7,289,645 232,995,733
Right-of-use assets and assets secured by chattel mortgage included in property, plant & equipment is summarised below:
Right-of-use assets:
Balance at 1 July 2019
Additions
LAND &
BUILDINGS
HIRE
EQUIPMENT &
MACHINERY
PLANT &
EQUIPMENT
$
$
$
MOTOR
VEHICLES
$
TOTAL
$
2,026,976
43,113,634
2,464,162
3,877,985
51,482,757
6,779,477
29,526,251
4,406,425
3,653,073
44,365,226
Additions through business combinations
812,664
-
-
-
812,664
Disposals
Transfers out
Depreciation expense
Balance at 30 June 2020
(1,621,896)
(5,555,764)
(221,783)
(121,807)
(7,521,250)
-
(819,061)
-
(41,797)
(860,858)
(1,019,732)
(6,273,699)
(445,832)
(422,111)
(8,161,374)
6,977,489
59,991,361
6,202,972
6,945,343
80,117,165
Reallocation of assets secured by chattel mortgage*
-
(25,809,977)
(1,370,735)
(3,533,692)
(30,714,404)
Additions
5,058,752
12,597,206
1,187,906
2,129,099
20,972,963
Additions through business combinations
1,194,642
-
-
-
1,194,642
Disposals
Transfers in/(out)
Depreciation expense
Balance at 30 June 2021
-
-
(1,359,048)
(373,587)
(39,950)
(1,772,585)
(2,528,419)
84,500
-
(2,443,919)
(1,166,209)
(2,899,851)
(442,866)
(372,017)
(4,880,943)
12,064,674
39,991,272
5,288,190
5,128,783
62,472,919
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 69
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 17. Property, plant and equipment (continued)
Accounting policy for property, plant and equipment
All property, plant and equipment except for land and assets under construction, are measured on the cost basis and
therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying
amount of property, plant and equipment is greater than the estimated recoverable amount, the carrying amount is
written down immediately to the estimated recoverable amount and impairment losses are recognised through profit or
loss. A formal assessment of recoverable amount is made when impairment indicators are present.
The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of
the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash
flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable amounts.
The cost of fixed assets constructed within the consolidated entity includes the cost of materials, direct labour, borrowing
costs and an appropriate proportion of fixed and variable overheads.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the consolidated entity and the
cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss
during the financial period in which they are incurred.
Depreciation:
The depreciable amount of all fixed assets including land improvements & buildings, but excluding freehold land, is
depreciated on either the diminishing value method or units of production method over the asset’s useful life to the
consolidated entity commencing from the time the asset is held ready for use. Estimated useful lives for each class of
depreciable asset are as follows:
Buildings
Leasehold improvements
Hire equipment and machinery 3-10 years
3-10 years
Plant and equipment
4-8 years
Motor vehicles
2-10 years
20-25 years
Quarry land is amortised based on the rate of depletion of reserves as compared to the estimate of the total
economically recoverable reserves.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Buildings, plant and equipment, and motor vehicles under lease are depreciated over the unexpired period of the lease
or the estimated useful life of the assets, whichever is shorter. If the consolidated entity is reasonably certain to exercise a
purchase option, the right of use asset is depreciated over the underlying assets useful life.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses
are recognised in profit or loss in the period in which they arise.
Accounting policy for right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in
the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset,
and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased
asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to
impairment or adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less (without extension option) and leases of low-value assets. Lease payments on
these assets are expensed to profit or loss as incurred.
70 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 18. Intangibles
Non-current assets
Goodwill - at cost
Brand names - at cost
Customer contracts/relationships - at cost
Less: Accumulated amortisation
Extraction rights - at cost
Less: Accumulated amortisation
Water licence - at cost
Reconciliations
CONSOLIDATED
2020
$
2021
$
34,682,496
33,123,751
9,192,126
2,492,126
8,470,000
2,450,000
(1,873,332)
(1,225,000)
6,596,668
1,225,000
4,478,783
3,250,000
(889,029)
-
3,589,754
3,250,000
223,612
223,612
54,284,656
40,314,489
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
GOODWILL
BRAND NAMES
$
32,333,804
-
$
-
-
789,947
2,492,126
CUSTOMER
CONTRACTS/
RELATIONSHIPS
$
2,450,000
EXTRACTION
RIGHTS
$
-
CONSOLIDATED
WATER
LICENCE
$
TOTAL
$
49,567
34,833,371
-
-
3,250,000
174,045
3,424,045
-
-
-
-
3,282,073
(1,225,000)
-
-
(1,225,000)
33,123,751
2,492,126
1,225,000
3,250,000
223,612
40,314,489
-
-
-
28,783
1,558,745
6,700,000
6,020,000
1,200,000
-
-
(648,332)
(889,029)
-
-
-
28,783
15,478,745
(1,537,361)
34,682,496
9,192,126
6,596,668
3,589,754
223,612
54,284,656
Balance at 1 July 2019
Additions
Additions through business
combinations
Amortisation expense
Balance at 30 June 2020
Additions
Additions through business
combinations (note 40)
Amortisation expense
Balance at 30 June 2021
Impairment testing for goodwill and intangibles with indefinite lives:
The calculations use cash flow projections based on cash flow forecasts covering a five-year period. The cash flows are
based on past results adjusted for current market conditions and known contracts. Cash flows beyond the five-year
period are extrapolated using the estimated growth rates stated below. These growth rates are consistent with forecasts
included in industry reports specific to the industry in which each CGU operates.
During the 2021 financial year, management undertook an operational review of the former Tunnelling and Underground
Services CGU which resulted in the consolidation of the Underground equipment hire operations into MAAS Plant Hire,
resulting in a fully integrated hire and workshop operation. The remaining manufacturing and Jacon product sales were
established as a stand-alone CGU (Manufacturing) with independent management reporting directly to the Group CEO.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 71
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 18. Intangibles (continued)
Construction Materials(1)
Large Industries(4)
MAAS Homes(5)
Machinery Sales(4)
Manufacturing(2)
Plant Hire(4)
Total goodwill and indefinite lived intangible assets
Construction Materials(1)
Large Industries(4)
MAAS Homes(5)
Machinery Sales(4)
INDEFINITE-
LIVED
INTANGIBLE
ASSETS
$
GOODWILL
$
2021
TOTAL
$
2,348,692
6,700,000
9,048,692
1,265,868
1,460,197
4,609,384
-
-
-
1,265,868
1,460,197
4,609,384
8,399,057
2,492,126
10,891,183
16,599,298
-
16,599,298
34,682,496
9,192,126
43,874,622
INDEFINITE-
LIVED
INTANGIBLE
ASSETS
$
-
-
-
-
GOODWILL
$
788,947
1,265,868
1,460,197
4,609,384
2020
TOTAL
$
788,947
1,265,868
1,460,197
4,609,384
Tunnelling and Underground Services(3)
Total goodwill and indefinite lived intangible assets
24,998,355
2,492,126
27,490,481
33,122,751
2,492,126
35,614,877
(1) Operating segment in 2021 and 2020
(2) Operating segment in 2021
(3) Operating segment in 2020
(4) CGU’s included in Civil, Construction & Hire operating segment in 2021
(5) CGU in Real Estate operating segment in 2021 and 2020
The following tables sets out the key assumptions for the value in use:
SALES
GROWTH
RATE
(a)
%
3%
3%
3%
3%
3%
FIXED
COSTS PER
ANNUM
(b)
$
ANNUAL
CAPITAL
EXPENDITURE
(c)
$
3,000,000
5,000,000
6,000,000
1,700,000
1,400,000
1,200,000
5,500,000
-
-
-
3%
4,000,000
5,000,000
LONG TERM
GROWTH
RATE
(d)
%
1%
1%
1%
1%
1%
1%
2021
PRE-TAX
DISCOUNT
RATE
(e)
%
11.0%
11.5%
10.0%
11.5%
13.5%
11.5%
Construction Materials
Large Industries
MAAS Homes
Machinery Sales
Manufacturing
Plant Hire
72 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 18. Intangibles (continued)
Construction Materials
Large Industries
MAAS Homes
Machinery Sales
Tunnelling and Underground Services
SALES
GROWTH
RATE
(a)
%
2%
2%
2%
2%
2%
FIXED
COSTS PER
ANNUM
(b)
$
ANNUAL
CAPITAL
EXPENDITURE
(c)
$
2,300,000
4,500,000
5,900,000
900,000
1,000,000
1,300,000
-
-
8,400,000
4,300,000
LONG TERM
GROWTH
RATE
(d)
%
1%
1%
1%
1%
1%
2020
PRE-TAX
DISCOUNT
RATE
(e)
%
18%
18%
18%
18%
18%
(a) The annual sales growth rate is based on past performance and management's expectations of market development.
(b) Fixed costs of the CGU, which do not vary significantly with sales volumes or prices. Management forecasts these costs based
on the current structure of the business, adjusting for inflationary increases but not reflecting any future restructurings or cost
saving measures. The amounts disclosed are the average operating costs for the five-year forecast period.
(c) Expected capital cash costs based on the historical experience of management, and the planned refurbishment
expenditure. No incremental revenue or cost savings are assumed in the value-in-use model as a result of this expenditure.
(d) This is the weighted average growth rate used to extrapolate cash flows beyond the budget period. The rates are
consistent with forecasts included in industry reports.
(e) Reflects specific risks relating to the relevant segments and the countries in which they operate. In performing the value-in-
use calculations for each CGU, the consolidated entity has applied post-tax discount rates to discount the forecast future
attributable post-tax cash flows. The equivalent pre-tax rates are disclosed in the table.
Whilst there has been no material adverse impact on the financial performance of the consolidated entity from COVID-19,
there is a risk that any future economic downturn could impact the consolidated entity’s products and services offered,
customers, supply chain, staffing and geographical regions in which the group operates. Accordingly judgement has been
exercised in considering the impacts COVID-19 has had, or may have on the assets of the consolidated entity, in particular the
inputs included in the value-in-use calculations supporting recoverability of goodwill and noncurrent assets.
Sensitivity
Management have made judgements and estimates in respect of impairment testing. Should judgements and estimates not
occur, the carrying value of goodwill may vary. Any reasonable change in the key assumptions on which the estimates and/or
discount rate are based would not cause the carrying amount of the CGU to exceed the recoverable amount.
Accounting policy for intangible assets
Intangible assets that are acquired are initially recognised at cost. Indefinite life intangible assets are not amortised and are
subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less
amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible
assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The
method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption
or useful life are accounted for prospectively by changing the amortisation method or period.
Brand names
Brand names acquired in a business combination that qualify for separate recognition are recognised as intangible assets at
their fair values. Brand names are not amortised on the basis that they have an indefinite life and are reviewed annually.
Customer contracts/relationships
Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their expected
benefit, being their finite life of 3 years.
Extraction rights
Extraction rights are amortised as materials are extracted (volumes extracted during the period are compared with the
estimated total volume of deposits to be extracted from the quarry over its useful life) in order to reflect the decline in value
due to depletion.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Goodwill acquired is allocated to each of the Cash Generating Units (“CGU”) expected to benefit from the combination’s
synergies. Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill relates. The
recoverable amount of a CGU is determined based on value-in-use calculations which require the use of assumptions.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 73
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 19. Deferred tax asset
Non-current assets
Deferred tax asset comprises temporary differences attributable to:
Property, plant and equipment
Employee benefits
Provisions
Transaction/issuance costs
Other
Deferred tax asset
Movements:
Opening balance
Credited to profit or loss (note 8)
Credited to equity (note 8)
Additions through business combinations (note 40)
Closing balance
Note 20. Trade and other payables
Current liabilities
Financial liabilities at amortised cost:
Trade payables
BAS payable
Other payables
CONSOLIDATED
2020
$
2021
$
772,546
1,160,302
205,485
1,446,571
776,418
467,213
774,808
681,407
510,594
24,554
4,361,322
2,458,576
2,458,576
775,546
547,100
616,279
739,367
1,075,918
-
607,112
4,361,322
2,458,576
CONSOLIDATED
2020
$
2021
$
20,578,740
12,668,306
1,142,091
1,983,400
16,531,626
12,589,274
38,252,457
27,240,980
Refer to note 32 for further information on financial instruments.
Accounting policy for trade and other payables
Trade payables are amounts due to suppliers for goods purchased or services provided in the ordinary course of business.
Trade payables are generally due for settlement within 30 days and therefore are all classified as current.
Other payables and accrued expenses generally arise from normal transactions within the usual operating activities of the
consolidated entity and comprise items such as employee taxes, employee on costs, GST and other recurring items.
A liability is recorded for goods and services received prior to balance date, whether invoiced to the consolidated entity or
not. Trade payables are normally settled within 30 days.
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short term
nature.
74 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 21. Contract liabilities
Current liabilities
Contract liabilities
Lease income in advance
CONSOLIDATED
2020
$
2021
$
1,522,226
823,272
5,515,541
6,279,772
7,037,767
7,103,044
Under the terms of contract the consolidated entity is sometimes required to provide performance guarantees
(refer note 34).
The decrease in Contract Liabilities was driven by a $569,231 reduction in the carrying value of large project progress
claims in Electrical Group (Civil, Construction and Hire segment) at 30 June 2021 which was offset by an increase customer
deposits of $202,892 in real estate and $301,062 across manufacturing segment as at 30 June 2021.
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of
the reporting period was $7,037,767 as at 30 June 2021 ($7,103,044 as at 30 June 2020) and is expected to be recognised
as revenue in future periods as follows:
Within 6 months
CONSOLIDATED
2020
$
2021
$
7,037,767
7,103,044
Accounting policy for contract liabilities
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are
recognised when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its
unconditional right to consideration (whichever is earlier) before the consolidated entity has transferred the goods or
services to the customer.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 75
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 22. Borrowings and lease liabilities
Current liabilities
Secured:
Bank loans (a)
Multi-option facility (a)
Vendor financing (d)
Chattel mortgages (a)*
Lease liabilities - plant & equipment and motor vehicles (a) (e)*
Unsecured:
Loans - other
Lease liabilities - land and buildings (e)
Non-current liabilities
Secured:
Bank loans (a)
Vendor financing (d)
Chattel mortgages (a)*
Lease liabilities - plant & equipment and motor vehicles (a) (e)*
Unsecured:
Convertible notes (b)
Loans due to shareholder related entities (c)
Loans due to director related entities (c)
Lease liabilities - land and buildings (e)
Total borrowings and lease liabilities
CONSOLIDATED
2020
$
2021
$
4,093,429
2,159,599
-
13,500,000
11,720,245
13,393,476
8,136,864
11,648,252
7,714,202
28,130,978
1,035,427
1,249,817
2,904,342
1,818,341
35,604,509
71,900,463
46,488,070
36,989,705
8,918,600
11,699,882
28,668,183
16,342,654
27,730,809
1,449,578
-
-
-
21,450,402
17,138,492
24,275,433
9,475,124
5,179,171
121,280,786
134,525,317
156,885,295
206,425,780
* Plant & equipment and motor vehicles financed by chattel mortgage were previously included in current lease liabilities of $39,779,230
and in non-current lease liabilities of $17,792,232 in the 2020 financial year.
Refer to note 32 for further information on financial instruments.
(a) Bank loans and multi-option facility
In January 2021, the company received approval for the increase of its banking facility limits from $125m to $135m,
consisting of a $10m increase to the equipment finance facility (including chattel mortgage and hire purchase liabilities).
In May 2021 a further increase in the facility from $135m to $160m was approved with a $5m increase to the term loan, a
$10m increase to the equipment finance facility and a $10m increase to the multi-option cash advance and bank guarantee
facility. The increased facility will provide additional liquidity to the company under a common terms deed arrangement.
$80m of the $160m facility related to an equipment finance facility whilst the balance of the facilities comprised a $45m
term loan, and a $35m multi-option cash advance and bank guarantee facility. It is the company's intention that new asset
finance agreements under the equipment finance facility will be drawn as chattel mortgages.
The multi-option facility is an interchangeable bank facility which allows the company to change between cash advances
and contract performance guarantees. The balance of the contract performance guarantees as at 30 June 2021 amounted
to $12,787,866 (refer note 34). The term loan has a 3-year term and is non-amortising. The multi-option facility also has a
3-year term with an annual requirement to fully repay the cash advance component for a period of 7 consecutive days. The
repaid amount is then able to be redrawn after the 7-day period (Cash advance drawn at 30 June 2021: nil; at 30 June 2020:
$13,500,000). The facilities are secured by a combination of General Security Agreements and mortgages over Australian
group assets and property interests. Interest on the bank loans is calculated using the Bank Bill Swap (BBSY) Bid rate plus a
relevant margin. Total transaction costs were $1,249,780 and unamortised transaction costs of $798,470 have been offset
against the bank loans at 30 June 2021.
76 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 22. Borrowings and lease liabilities (continued)
Included in bank loans is a 142 billion VND facility in Vietnam which is secured by land use rights and related assets. The
facility can be denominated in the currencies of VND or USD and attracts interest rates of between 6.4% to 7.0% for VND
and 3.1% to 3.5% for USD. The loan is denominated in VND.
(b) Convertible notes
On 1 July 2019, unsecured convertible notes were issued for $20,000,000. A $1,000,000 interest payment due in May 2020
was converted into a further $1,000,000 in notes and the facility extended and subordinated to the bank debt. Interest was
payable at 10% per annum. On 6 November 2020, all convertible notes were converted into ordinary shares in MAAS Group
Holdings Limited at a 10% discount on the IPO price of $2 per share (refer note 27).
Movements:
Opening balance
Notes issued at inception
Derivative instrument - conversion feature (note 23)*
Notes issued in lieu of accrued interest
Accrued interest
Notes converted into ordinary shares (note 27)
Closing balance
2021
$
21,450,402
CONSOLIDATED
2020
$
-
-
20,000,000
1,843,174
(1,843,174)
-
-
(23,293,576)
1,000,000
2,293,576
-
-
21,450,402
*The derivative instrument was measured at fair value using inputs that are not based on observable market data.
(c) Loans due to shareholder and Director related entities
All loans due to shareholder and Director related entities were unsecured, non-interest bearing and were subordinated to
the bank debt. Shareholder loans amounting to $14,834,316 were converted into ordinary shares in the company (note 27)
and the balance of the loans were repaid. The loans due to director-related entities were all repaid during the year.
(d) Vendor Financing
The majority of the vendor financing loans relate to land held for resale and development except for Gilgandra which is a
quarry and the Miller Metal Forbes loan that relates to a business acquisition completed during the 2020 financial year. The
loans are secured against the respective assets. Vendor financing loans comprise the following:
Southlakes (i)
Westwinds (ii)
Millers Metal Forbes (iii)
Arcadia (iv)
Logan (v)
Gilgandra (vi)
CONSOLIDATED
2020
$
2021
$
2,894,539
3,914,473
483,000
1,540,000
7,404,500
19,638,885
6,074,248
1,032,558
2,750,000
-
-
-
20,638,845
25,093,358
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 77
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 22. Borrowings and lease liabilities (continued)
(i) Southlakes - Fixed interest rate of 9.99% and annual repayments (principal and interest) of $1,000,000 and a final
payment of up to $2,000,000 on or before 6 August 2024.
(ii) Westwinds - Interest free. Paid $2,552,000 in the 2020 financial year and the value of land of $1,540,000 (inclusive of
GST) to be transferred on or before 27 February 2022.
(iii) Millers Metal Forbes - Interest free loan with penalty interest of 12% charged only on late payments. The facility is
secured by assets acquired and the loan is to be repaid in 2 instalments of $12,573,000 and $7,404,500 respectively
which are due on the first and second anniversary of the transaction completion date: 7 August 2020 and 7 August
2021.
(iv) Arcadia - Interest free loan of $6,880,000 with penalty interest charged only on late payments per the fixed rate for
judgement debts by the Uniform Civil Procedure Rules. The facility is secured by assets acquired and the loan is to be
repaid in 9 instalments, 4 at $670,000 and 5 at $840,000. The first instalment of $670,000 is to be made on 1 March
2022 with the remaining 8 instalments due each anniversary of the transaction completion date with the final payment
due on 1 March 2030.
(v) Logan - Interest free loan of $1,032,558 with penalty interest of 10% charged only on late payments. The facility is
secured by assets acquired and the loan is to be repaid in 2 instalments of $516,279 due each anniversary of the
transaction completion date: 26 August 2021 and 26 August 2022.
(vi) Gilgandra - loan of $2,750,000 with penalty interest charged at the bank bill swap rate plus 6% charged only on late
payments. The facility is secured by assets acquired and the loan is to be repaid in 2 instalments of $1,375,000 due each
anniversary of the transaction completion date: 17 August 2021 and 17 August 2022.
All loan repayments scheduled since the reporting period and up to the date to when the financial statements were
authorised to issue have been paid.
(e) Lease liabilities
Plant & equipment and motor vehicles:
The consolidated entity leases various plant and equipment under finance lease and hire purchase. The leases are secured
over the individual motor vehicles and equipment that the lease relates to.
Refer to note 17 for right-of-use assets disclosures relating to plant & equipment and motor vehicles under hire purchase.
Land and buildings:
The consolidated entity has leases for warehouses and offices. Rental contracts are typically made for a fixed period of 3 - 5
years with options to extend. With the exception of short-term leases and leases of low value underlying assets, each lease
is reflected on the statement of financial position. The consolidated entity classifies its right-of-use assets in a consistent
manner to its property, plant and equipment. Most extension options have been included in the lease liability.
Refer to note 17 for right-of-use assets disclosures relating to the land and buildings.
Fair value
The fair values of borrowings are not materially different from their carrying amounts, since the interest payable on
borrowings is either close to current market rates or the borrowings are of a short term nature.
Compliance with loan covenants
The consolidated entity has complied with the financial covenants of its borrowing facilities during the 2021 and 2020
reporting period, see note 27 for details.
78 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 22. Borrowings and lease liabilities (continued)
Financing arrangements
The consolidated entity had access to the following undrawn borrowing facilities at the end of the reporting period:
Total facilities
Bank loans*
Multi-option facility (including contract performance guarantees)**
Vendor financing
Loans due to shareholder related entities
Loans due to director related entities
Loans - other
Equipment finance facility
Convertible notes
Used at the reporting date
Bank loans*
Multi-option facility (including contract performance guarantees)**
Vendor financing
Loans due to shareholder related entities
Loans due to director related entities
Loans - other
Equipment finance facility
Convertible notes
Unused at the reporting date
Bank loans*
Multi-option facility (including contract performance guarantees)**
Vendor financing
Loans due to shareholder related entities
Loans due to director related entities
Loans - other
Equipment finance facility
Convertible notes
CONSOLIDATED
2020
$
2021
$
53,141,058
48,187,500
35,000,000
25,000,000
20,638,845
25,093,358
-
-
17,138,492
24,275,433
1,035,427
1,249,817
81,204,957
60,000,000
-
21,450,402
191,020,287
222,395,002
51,379,968
39,810,984
12,787,866
21,586,480
20,638,845
25,093,358
-
-
17,138,492
24,275,433
1,035,427
1,249,817
72,250,058
57,571,462
-
21,450,402
158,092,164
208,176,428
1,761,090
8,376,516
22,212,134
3,413,520
-
-
-
-
-
-
-
-
8,954,899
2,428,538
-
-
32,928,123
14,218,574
* The used bank loan facility excludes borrowing costs capitalised.
** The used multi-option facility includes performance guarantees of $12,787,866 (2020: $8,086,480) - refer note 34.
Subsequent to 30 June 2021:
Following the increase in the company’s banking facility limits by $25 million in May 2021, the company has received another
credit approval to increase its banking facility limits to $200 million. The increased facility remains subject to final documentation.
The company has received approval from its banking consortium to secure up to an additional $100 million for future project
finance funding. Commercial developments will be funded separately by project financiers under standalone project specific
finance facilities with separate covenants and undertakings.
Accounting policy for borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds and the redemption amount is recognised in profit or loss over the
period of the borrowings using the effective interest method. Borrowing costs on the establishment of loan facilities are
recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In
this case, the fee is deferred until the draw down occurs.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 79
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 22. Borrowings and lease liabilities (continued)
Borrowings are removed from the consolidated statement of financial position when the obligation specified in the
contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has
been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognised in profit or loss as other income or finance costs.
Borrowings are classified as current liabilities unless the consolidated entity has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period.
Convertible notes:
On the issue of the convertible notes, where the conversion is a fixed number of shares for a fixed value there is an equity
component, otherwise the whole instrument is a financial liability.
When it is determined that the whole instrument is a financial liability and no equity instrument is identified, the conversion
option is separated from the host debt and classified as a derivative liability. The carrying value of the host contract, at
initial recognition is determined as the difference between the consideration received and the fair value of the embedded
derivative. The host contract is subsequently measured at amortised cost using the effective interest rate method. The
embedded derivative is subsequently measured at fair value at the end of each reporting period through the consolidated
statement of profit or loss and other comprehensive income.
When it is determined that the instrument contains an equity component based on the terms of the contract, on issue of
the convertible notes, the fair value of the liability component is determined using a market rate for an equivalent non-
convertible bond. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until
it is extinguished on conversion or redemption. The remainder of the proceeds is allocated to the conversion option that is
recognised and included in equity. The carrying amount of the conversion option is not re-measured in subsequent years.
Accounting policy for lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise
of fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase
option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The
variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use
asset is fully written down.
Note 23. Derivative financial instruments
Non-current liabilities
Conversion feature - convertible notes
CONSOLIDATED
2020
$
1,843,174
2021
$
-
Refer to note 32 for further information on financial instruments.
Refer to note 33 for further information on fair value measurement.
The conversion option amount represents the additional value provided to convertible note holders (refer note 22)
compared to the same corporate bond that would have no feature to convert the notes into shares in MAAS Group
Holdings Limited at the end or during the term of the notes. For accounting purposes such a conversion feature is
accounted for separately from the convertible notes as a derivative financial instrument and is carried at fair value. On 6
November 2020, all convertible notes were converted into ordinary shares in MAAS Group Holdings Limited.
80 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 24. Employee benefits
Current liabilities
Annual leave
Long service leave
Non-current liabilities
Long service leave
CONSOLIDATED
2020
$
2021
$
3,395,546
2,270,231
712,783
91,884
4,108,329
2,362,115
390,873
-
4,499,202
2,362,115
Accounting policy for employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled wholly within 12
months after the end of the reporting period in which the employees render the related service are recognised in respect
of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when
the liabilities are settled. The liability for annual leave is presented as provision for employee benefits. All other short-term
employee benefit obligations are presented as payables.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at
the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible,
the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Other long-term employee benefits
The liabilities for long service leave and annual leave which is not expected to be settled wholly within 12 months after the
end of the reporting period in which the employees render the related service is recognised in the provision for employee
benefits and measured as the present value of expected future payments to be made in respect of services provided
by employees up to the end of the reporting period. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields
at the end of the reporting period on corporate bonds with terms and currencies that match, as closely as possible, the
estimated future cash outflows.
The consolidated entity's obligations for long-term employee benefits are presented as non-current provision for
employee benefits the consolidated statement of financial position, except where the consolidated entity does not have
an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the
obligations are presented as a current provision for employee benefits.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 81
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 25. Provisions
Current liabilities
Onerous customer contracts
Warranties
Contingent consideration
Other provisions
Non-current liabilities
Contingent consideration
2021
$
-
88,555
1,000,000
39,619
CONSOLIDATED
2020
$
27,502
300,000
484,194
-
1,128,174
811,696
1,000,000
-
2,128,174
811,696
Onerous contracts
The onerous customer contract provision is discounted using a pre-tax rate that reflects current markets assessments of the
time value of money and the risks specific to the liability.
Contingent consideration
The contingent consideration at 30 June 2021 relates to the acquisition of the Amcor business by Regional Group Australia
Pty Ltd and MAAS Group Pty Ltd (refer note 40). The contingent consideration at 30 June 2020 related to the acquisition of
the Westelect and Jacon businesses by EMS Group Pty Ltd which was paid during the 30 June 2021 financial year.
Warranties
The provision represents the estimated warranty claims in respect of products sold which are still under warranty at the
reporting date. The provision is estimated based on historical warranty claim information, sales levels and any recent trends
that may suggest future claims could differ from historical amounts.
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
Carrying amount at the start of the year
Additional provisions recognised
Fair value adjustment - Jacon
Amounts used
Payments
Carrying amount at the end of the year
Consolidated - 2021
ONEROUS
CONTRACTS
WARRANTIES
CONTINGENT
CONSIDERATION
$
$
$
27,502
300,000
484,194
OTHER
$
-
49,081
2,000,000
39,619
(27,502)
(260,526)
-
-
25,806
-
(510,000)
-
-
-
88,555
2,000,000
39,619
-
-
-
-
Accounting policy for provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a
past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be
made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding
the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the
liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.
Refer to note 40 for accounting policy on contingent consideration.
82 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 26. Deferred tax liability
Non-current liabilities
Deferred tax liability comprises temporary differences attributable to:
Property, plant and equipment
Customer contracts/relationships
Other
Deferred tax liability
Movements:
Opening balance
Charged to profit or loss (note 8)
Additions through business combinations (note 40)
Closing balance
Note 27. Issued capital
CONSOLIDATED
2020
$
2021
$
23,961,210
13,721,105
1,355,000
367,500
21,819
-
25,338,029
14,088,605
14,088,605
10,534,865
9,304,939
3,336,042
1,944,485
217,698
25,338,029
14,088,605
Ordinary shares - fully paid
266,839,092
204,857,704
279,635,572
153,643,287
2021
SHARES
2020
SHARES
CONSOLIDATED
2020
$
2021
$
Movements in ordinary share capital
DETAILS
Balance
Balance
DATE
SHARES
ISSUE PRICE
$
1 July 2019
204,857,704
30 June 2020
204,857,704
Conversion of convertible notes (note 22)
6 November 2020
11,665,810
Conversion of shareholder loans (note 22)
Initial Public Offering
Dividend reinvestment plan issued
Shares issued to vendor of Amcor (note 40)
Transaction costs arising on share issues, net of tax
Balance
3 December 2020
7,422,234
3 December 2020
41,000,000
30 April 2021
1,185,797
30 June 2021
707,547
30 June 2021
266,839,092
-
153,643,287
153,643,287
23,293,576
14,834,316
82,000,000
3,948,704
3,353,773
(1,438,084)
279,635,572
$2.00
$2.00
$2.00
$3.33
$4.74
$0.00
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in
proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the
company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Initial Public Offering
On 3 December 2020, MAAS Group Holdings Limited (MGH) was admitted to the Official List of ASX Limited and official
quotation of MGH's ordinary fully paid shares commenced on 4 December 2020. 41.0 million new shares were issued
by the company at $2 per share pursuant to the offer under the prospectus dated 6 November 2020. Transaction costs
of $2,054,363 and related deferred tax of $616,279 were recognised directly in equity which represents the portion of
transaction costs attributable to the issuance of new shares. Transaction costs of $1,752,510 attributable to the listing were
recognised in the consolidated statement of profit or loss and other comprehensive income in the current reporting period.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 83
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 27. Issued capital (continued)
Dividend reinvestment plan
On 25 February 2021, MAAS Group Holdings Limited (MGH) announced a fully franked interim dividend of 2 cents per
share together with its Dividend Reinvestment Plan (DRP).
The interim dividend was paid on 30 April 2021 and was subject to the DRP, offering shareholders the choice to participate
in the DRP at $3.33 per ordinary share. This issue price represented a five percent discount on the VWAP of MGH shares for
the five trading days immediately after the record date of 31 March 2021.
On 30 April 2021 1,185,797 ordinary shares were issued pursuant to the DRP. The remaining 405,383 unsubscribed shares
were fully underwritten by companies associated with the CEO, Wesley Maas. The acquisition of the 405,383 shares are
subject to shareholder approval.
See also note 31 Dividends.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that
it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current company's share price at the time of the investment. The consolidated entity is not
actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in
order to maximise synergies.
The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in all
capital risk management decisions. There have been no events of default on the financing arrangements during the financial
year. The consolidated entity monitors capital to ensure it maintains compliance with its various financial covenants. Refer (i)
below for a summary of existing financial covenants for the Australian senior debt facilities.
(i) Loan covenants
Under the terms of the major borrowing facilities, the consolidated entity is required to comply with the following financial
covenants:
(a) A leverage ratio at each reporting date that will be less than or equal to 2.5 times.
(b) A debt service coverage ratio of more than or equal to 1.25 times.
(c) A tangible assets coverage ratio of 2 times from 30 June 2021 onwards.
(d) Shareholders' funds at each reporting date is not less than the greater of $125,000,000 or 80% of shareholders' funds
for the immediately preceding financial year. Shareholders' funds means, at any time, the aggregate of the amounts
paid up or credited as paid up on the issued ordinary share capital of the company and the amount standing to the
credit of the reserves of the company, including subordinated debt and retained earnings.
The consolidated entity has complied with these covenants throughout the reporting period from the date of
commencement of the new financing facilities.
Accounting policy for issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Note 28. Other equity
Deferred consideration
2021
$
3,353,774
CONSOLIDATED
2020
$
-
The deferred consideration represents the value of the shares to be issued to the vendor of Amcor on the second anniversary of the
acquisition (refer note 40).
84 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 29. Reserves
Foreign currency reserve
Share-based payments reserve
Business combinations under common control
Transactions with non-controlling interests
2021
$
(640,652)
351,636
CONSOLIDATED
2020
$
341,344
-
(109,000,146)
(109,000,146)
103,469
-
(109,185,693)
(108,658,802)
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign
operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their
remuneration, and other parties as part of their compensation for services.
Business combinations under common control
Any difference between the cost of the acquisition and the amounts at which the acquired assets and liabilities are recorded
for business combinations under common control have been recognised in the Business combinations under common
control reserve.
Transactions with non-controlling interests
Transactions with non-controlling interests are accounted for as equity transactions.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
FOREIGN
CURRENCY
RESERVE
SHARE-BASED
PAYMENTS
RESERVE
$
-
341,344
341,344
(981,996)
$
-
-
-
-
-
-
351,636
-
BUSINESS
COMBINATIONS
UNDER
COMMON
CONTROL
$
(109,000,146)
-
(109,000,146)
-
-
-
CONSOLIDATED
TOTAL
$
(109,000,146)
341,344
(108,658,802)
(981,996)
351,636
TRANSACTIONS
WITH NON-
CONTROLLING
INTERESTS
$
-
-
-
-
-
103,469
103,469
(640,652)
351,636
(109,000,146)
103,469
(109,185,693)
Balance at 1 July 2019
Foreign currency translation
Balance at 30 June 2020
Foreign currency translation
Share-based payment expenses
Gain from equity transaction with non-
controlling interests
Balance at 30 June 2021
Note 30. Retained profits
Retained profits at the beginning of the financial year
Profit after income tax expense for the year
Dividends paid (note 31)
Retained profits at the end of the financial year
CONSOLIDATED
2020
$
2021
$
51,326,145
30,632,572
34,569,427
20,693,573
(5,298,915)
-
80,596,657
51,326,145
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 85
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 31. Dividends
Dividends
Dividends paid during the financial year were as follows:
Interim dividend for the year ended 30 June 2021 of 2 cents per ordinary share
Franking credits
CONSOLIDATED
2020
$
2021
$
5,298,915
CONSOLIDATED
2020
$
2021
$
Franking credits available for subsequent financial years based on a tax rate of 30%
24,175,783
20,355,167
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
`
`
`
franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date
Dividend reinvestment plan
On 25 February 2021, MAAS Group Holdings Limited (MGH) announced a fully franked interim dividend of 2 cents per
share together with its Dividend Reinvestment Plan (DRP).
The interim dividend was paid on 30 April 2021 and was subject to the DRP, offering shareholders the choice to participate
in the DRP at $3.33 per ordinary share.
See note 27 for more information on MGH’s issued capital.
A final dividend of 3 cents per ordinary share was declared subsequent to year end.
Accounting policy for dividends
Dividends are recognised when declared during the financial year.
Note 32. Financial instruments
Financial risk management objectives
The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price
risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses
on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance
of the consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is
exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks,
ageing analysis for credit risk.
The Board has overall responsibility for the determination of the consolidated entity’s risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for day to day management of
these risks to the Chief Finance Officer. The overall objective of the Board is to set policies that seek to reduce risk as far as
possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set
out below:
Market risk
Market risk arises from the use of interest bearing, tradeable and foreign currency financial instruments. It is the risk that the
fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk),
foreign exchange rates (currency risk) or other market factors (other price risk).
Foreign currency risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency
risk through foreign exchange rate fluctuations.
86 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 32. Financial instruments (continued)
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash
flow forecasting.
The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the
reporting date, shown
in Australian Dollars, were as follows:
Financial assets
Cash and cash equivalents (USD)
Cash and cash equivalents (VND)
Cash and cash equivalents (IDR)
Trade and other receivables (VND)
Trade and other receivables (USD)
Trade and other receivables (EUR)
Trade and other receivables (SGD)
Trade and other receivables (IDR)
Financial liabilities
Bank Loans (VND)
Bank Loans (USD)
Bank Loans (EUR)
Intercompany Loan (VND)
Trade and other payables (VND)
Trade and other payables (USD)
Trade and other payables (EUR)
Trade and other payables (USD)
Net (liabilities)/assets denominated in foreign currencies
2021
$
2,914,675
83,201
204,379
CONSOLIDATED
2020
$
-
-
-
9,220
3,011,041
813,920
293,766
60,230
293,719
1,556,727
104,866
-
-
4,673,110
4,672,634
(5,126,081)
(218,721)
(1,253,888)
-
-
(9,459)
(6,373)
(2,350,000)
(580,323)
(1,016,977)
-
(689,474)
(574,660)
(151,311)
-
-
(7,686,263)
(4,291,004)
(3,013,153)
381,630
The consolidated entity had net liabilities denominated in foreign currencies of $3,013,153 as at 30 June 2021 (2020: net
assets of $381,630). Based on this exposure, had the Australian dollar weakened/strengthened by 10% (2020: weakened/
strengthened by 10%) against these foreign currencies with all other variables held constant, the consolidated entity's
profit before tax for the year would have been $301,315 lower/higher (2020: $38,163 higher/lower) and equity would
have been $301,315 lower/ higher (2020: $38,163 higher/lower). The percentage change is the expected overall volatility
of the significant currencies, which is based on management's assessment of reasonable possible fluctuations taking into
consideration movements over the last 12 months each year and the spot rate at each reporting date.
Price risk
The consolidated entity is not exposed to any significant price risk.
Interest rate risk
The consolidated entity's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates
expose the consolidated entity to interest rate risk. Borrowings obtained at fixed rates expose the consolidated entity to fair
value interest rate risk.
As at the reporting date, the consolidated entity had the following variable rate borrowings:
Bank loans and multi-option facility (excluding borrowing costs)
CONSOLIDATED
2020
$
2021
$
51,379,968
53,310,983
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 87
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 32. Financial instruments (continued)
Impact on profit and equity
+1.00%
-1.00%
CONSOLIDATED
2020
$
2021
$
513,800
(513,800)
533,110
(533,110)
An analysis by remaining contractual maturities is shown in 'liquidity' below.
The percentage change is based on the expected volatility of interest rates using market data and analysts forecasts.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information,
confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate
to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the
carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and
notes to the financial statements. The consolidated entity does not hold any collateral.
The consolidated entity assess on a forward-looking basis in estimating expected credit losses to trade receivables and
contract assets. The simplified approach to measuring expected credit losses has been applied. To measure the risk of
expected credit losses, trade receivables have been grouped based on days past due and reviewed by management at
the business unit level. Where any issues are highlighted that indicate that the consolidated entity may be exposed to
expected credit losses, the issues are reported to executive management for consideration and the establishment of an
action plan. Should expected credit losses not materialise in the future, the provision may be reversed based dependent
on the existence of expected credit losses. The provision at year-end is considered representative across all customers of
the consolidated entity based on recent sales experience, historical collection rates, and forward-looking information that is
available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the
failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments
for a period greater than 1 year.
Liquidity risk
The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by
continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on
which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed
as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
88 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 32. Financial instruments (continued)
Non-derivatives
Non-interest bearing
Trade payables
BAS payable
Other payables
Vendor financing
Deferred consideration
Contingent consideration
Interest-bearing
Bank loans
Vendor financing
Other loans
CONSOLIDATED - 2021
BETWEEN
1 & 5 YEARS
OVER 5 YEARS
$
-
-
-
$
-
-
-
REMAINING
CONTRACTUAL
MATURITIES
$
20,578,740
1,142,091
16,531,626
1 YEAR OR LESS
$
20,578,740
1,142,091
16,531,626
10,448,779
4,741,279
3,360,000
18,550,058
333,333
333,333
1,000,000
1,000,000
5,722,695
49,031,984
1,000,000
4,000,000
1,059,615
-
-
-
-
-
-
666,666
2,000,000
54,754,679
5,000,000
1,059,615
Equipment finance (chattel mortgages and lease liabilities)
18,315,813
66,754,615
5,846,179
90,916,607
Total non-derivatives
76,132,692
125,861,211
9,206,179
211,200,082
CONSOLIDATED - 2020
BETWEEN
1 & 5 YEARS
OVER 5 YEARS
Non-derivatives
Non-interest bearing
Trade payables
BAS payable
Other payables
Vendor financing
Deferred consideration
Contingent consideration
Interest-bearing
Bank loans
Multi-option facility
Vendor financing
Loans due to shareholder related entities
Loans due to director related entities
Other loans
Equipment finance (chattel mortgages and lease liabilities)
Convertible notes
Total non-derivatives
Derivatives
Conversion feature of convertible notes
Total derivatives
1 YEAR OR LESS
$
12,668,306
1,983,400
12,589,274
$
-
-
-
-
1,540,000
333,333
484,194
666,667
-
5,722,695
49,031,984
13,789,966
-
14,117,137
10,921,183
-
-
17,138,492
24,275,433
1,249,817
-
43,634,638
23,530,757
2,100,000
26,040,000
108,672,760
153,144,516
-
-
1,843,174
1,843,174
REMAINING
CONTRACTUAL
MATURITIES
$
12,668,306
1,983,400
12,589,274
1,540,000
1,000,000
484,194
54,754,679
13,789,966
25,038,320
17,138,492
24,275,433
1,249,817
67,165,395
28,140,000
261,817,276
1,843,174
1,843,174
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 89
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 32. Financial instruments (continued)
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments approximate their fair values.
Note 33. Fair value measurement
Fair value hierarchy
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three
level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly
Level 3: Unobservable inputs for the asset or liability
Assets
Investment properties
Total assets
Liabilities
Contingent consideration
Total liabilities
Assets
Investment properties
Total assets
Liabilities
Derivative instruments - conversion feature of convertible notes
Contingent consideration
Total liabilities
LEVEL 1
$
-
-
-
-
LEVEL 1
$
-
-
-
-
-
CONSOLIDATED - 2021
LEVEL 2
$
LEVEL 3
$
TOTAL
$
3,000,000
26,924,984
29,924,984
3,000,000
26,924,984
29,924,984
-
-
2,000,000
2,000,000
2,000,000
2,000,000
CONSOLIDATED - 2020
LEVEL 2
$
LEVEL 3
$
TOTAL
$
1,998,631
18,310,000
20,308,631
1,998,631
18,310,000
20,308,631
-
-
-
1,843,174
1,843,174
484,194
484,194
2,327,368
2,327,368
Valuation techniques for fair value measurements categorised within level 1
The fair values of listed equity securities are based on quoted market prices at the end of the reporting period. The quoted
market price used for financial assets held by the consolidated entity is the bid price.
Valuation techniques for fair value measurements categorised within level 2 and level 3
- Investment properties
Investment properties are revalued annually based on independent assessments by a member of the Australian Property
Institute having recent experience in the location and category of investment property being valued. The valuers have
considered valuation techniques including direct comparison method, capitalisation approach and/or discounted cash flow
analysis in arriving at the fair values as at the reporting date.
The direct comparison method involves the analysis of comparable sales of similar properties and adjusting the sale prices
to that reflective of the investment properties. The capitalisation approach captures an income stream into a present value
using revenue multipliers or single-year capitalisation rates. The discounted cash flow method involves the estimation and
projection of an income stream over a period and discounting the income stream with an expected rate of return.
All resulting fair value estimates for properties are included in level 3. Investment properties that are held for sale at the
reporting date and which were valued at their selling price, have been included in level 2.
- Contingent consideration
The fair value of the contingent consideration has been estimated using present value techniques, by discounting the
probability-weighted estimated future cash outflows.
90 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 33. Fair value measurement (continued)
- Derivative instruments - conversion feature of convertible notes
The fair value of the conversion feature of the convertible notes is estimated using present value techniques, by discounting
the probability-weighted estimated future cash outflows.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Balance at 1 July 2019
Transfers out level 3
Gains recognised in profit or loss
Additions
Disposals/settlements
Transferred to trade payables
Balance at 30 June 2020
Transfers into level 3
Transfers out level 3
Gains/(losses) recognised in profit or loss
Additions
Disposals/settlements
Converted into ordinary shares
Balance at 30 June 2021
Total gains for the previous year included in profit or loss that
relate to level 3 assets held at the end of the previous year
Total gains/(losses) for the current year included in profit or loss
that relate to level 3 assets held at the end of the current year
INVESTMENT
PROPERTIES
CONTINGENT
CONSIDERATION
DERIVATIVE
INSTRUMENTS
$
$
2,010,010
(660,000)
(1,998,631)
-
7,125,882
1,040,524
$
-
-
-
CONSOLIDATED
TOTAL
$
1,350,010
(1,998,631)
8,166,406
11,172,739
(2,300,000)
(1,843,174)
7,029,565
-
-
280,282
1,155,000
-
-
280,282
1,155,000
18,310,000
(484,194)
(1,843,174)
15,982,632
1,280,000
(4,280,000)
-
-
9,284,466
(25,806)
3,015,534
(2,000,000)
(685,016)
510,000
-
-
-
-
-
1,280,000
(4,280,000)
9,258,660
1,015,534
(175,016)
-
-
1,843,174
1,843,174
26,924,984
(2,000,000)
7,125,882
1,040,524
9,284,466
(25,806)
-
-
-
24,924,984
8,166,406
9,258,660
The level 3 assets and liabilities unobservable inputs and sensitivity are as follows:
DESCRIPTION
UNOBSERVABLE INPUTS
RANGE (WEIGHTED AVERAGE)
SENSITIVITY
Investment properties
(including investment
properties held for sale)
Capitalisation rate
5.77%
Land rate (per sqm)
$4.96-$799 ($358)
The estimated fair value would
increase/(decrease) if capitalisation
rate was lower/(higher)
The estimated fair value would
increase/(decrease) if land rate was
higher/(lower)
For the contingent consideration and derivative instruments, changing one or more of the unobservable inputs to reflect
reasonably possible alternative assumptions would not change fair value significantly.
Accounting policy for fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes,
the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date; and assumes that the transaction will take place
either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 91
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 33. Fair value measurement (continued)
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and
transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair
value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis
is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
Note 34. Contingent liabilities
Contract performance guarantees
CONSOLIDATED
2020
$
2021
$
12,787,866
8,086,480
These contract performance guarantees are amounts that can be called on by customers or third parties to rectify works
carried out that have not been performed to the satisfaction of the customer or third party. Guarantees are issued to third
parties to complete the required infrastructure projects required for its land development activities.
Note 35. Commitments
On 25 June 2021, the consolidated entity entered into a share purchase agreement to acquire all the issued shares of
Stanaway Pty Ltd (trading as David Payne Construction) (refer note 42). Consideration is a combination of scrip and cash
with 1.8 million MGH shares to be issued at completion with an additional 1.2 million MGH shares contingent upon certain
targets being reached over three years following completion. A potential of up to $1.4 million is payable in cash following
the finalisation of the FY2024 financial result if certain earnings targets are met. The acquisition is expected to complete in
August 2021.
On 27 June 2021, the consolidated entity entered into share purchase agreements to acquire the issued shares of Maas
Construction Group comprising Maas Constructions (Dubbo) Pty Ltd, Maas Building Pty Ltd and Regional Demolition Pty
Ltd (Maas Construction), and Maas Plumbing Pty Ltd (Maas Plumbing) (refer note 42). The combined purchase price consists
of 2.73 million MGH shares to be issued at completion with an additional 0.97million MGH shares contingent upon certain
targets being reached over three years following completion. A potential of up to $2.2million is payable in cash following
the finalisation of the FY2024 financial result if certain earnings targets are met.
On 27 June 2021, the consolidated entity entered into purchase agreements to acquire the shares, interests and land of
a storage business (the “Spacey Self Storage” business) (refer note 42). The purchase price is made up of 3.379 million
MGH shares to be issued at completion and cash of $1.4 million payable at completion. There is no deferred or contingent
consideration.
92 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 36. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by BDO Audit Pty Limited, the
auditor of the company, and its network firms:
Audit services
Audit or review of the financial statements
Other services
Due diligence services - independent accountants report
Due diligence services - business acquisitions and other transactions
Tax consulting services - advice and ACA calculations
Total remuneration of BDO - Australia
Audit services - network firms of BDO
Audit or review of the financial statements
Other services - network firms
Other services - Due diligence services
CONSOLIDATED
2020
$
2021
$
447,500
444,923
118,000
121,004
29,156
268,160
693,021
228,242
23,064
944,327
715,660
1,389,250
8,650
8,571
-
8,650
11,240
19,811
Note 37. Key management personnel disclosures
Directors
The following persons were directors of MAAS Group Holdings Limited during the financial year:
Stephen G Bizzell
Wesley J Maas
Stewart A Butel
Neal M O'Connor
Michael J Medway
Craig Bellamy (resigned 21 October 2020)
Damien J Porter (resigned 21 October 2020)
Other key management personnel
The following person also had the authority and responsibility for planning, directing and controlling the major activities of
the consolidated entity, directly or indirectly, during the financial year:
Craig G Bellamy (Chief Financial Officer and Company Secretary)
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
2021
$
991,107
86,299
44,326
CONSOLIDATED
2020
$
553,778
47,134
-
1,121,732
600,912
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 93
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 38. Related party transactions
Subsidiaries
Interests in subsidiaries are set out in note 41.
Associates
Interests in associates are set out in note 15.
Key management personnel
Disclosures relating to key management personnel are set out in note 37 and the remuneration report included in the
directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Sale of goods and services:
Construction services
Payment for goods and services:
Advisory services – IPO & acquisitions
Consulting fee
Rent
Other transactions:
Acquisition of minority interest in subsidiary
Amounts recognised directly in equity:
Advisory services – capital raising
2021
$
1,973,016
367,688
67,500
343,084
106,030
152,612
CONSOLIDATED
2020
$
-
-
270,000
19,100
-
-
Related party transactions – Wesley Maas:
` Wesley Maas is a director of Property Maintenance Australia Pty Ltd (PMA). The consolidated entity engaged PMA to
provide property consulting services to the value of $67,500 during the 2020 financial year until September 2020 when
the engagement ended. The contract was based on normal commercial terms and conditions.
`
`
`
`
The consolidated entity leased premises from Emma Maas, the wife of Wesley Maas, on a short-term and ad-hoc basis.
The rental charged during the year of $29,150 was based on market rates.
The consolidated entity leased premises from Yarrandale Pty Ltd, an entity controlled and/or associated with Wesley
Maas. The rental charged during the year of $305,254 was based on market rates.
In May 2021, the consolidated entity leased premises from Maas Homebush Pty Ltd, an entity controlled and/or
associated with Wesley Maas.
The rental charged was based on market rates and will commence after a three-month rent-free period, which ended in
July 2021.
` During the year the ended 30 June 2021, W & E Maas Holdings Pty Limited (an entity controlled and/or associated with
Wesley Maas) sold the remaining shares in related entity MAAS Group Properties Logan Pty Ltd to the consolidated
entity for $106,030.
Related party transactions – Stephen Bizzell:
`
There is a commercial tenancy agreement for office space and a carpark in Brisbane between the consolidated entity
and Mallee Bull Investments Pty Ltd as trustee for the Mallee Bull Property Trust (Mallee Bull Property Trust) for a term
of two years from July 2020 at a rental of $900 per month. During the year, $8,681 was paid to Mallee Bull Investments
Pty Ltd and at the end of the financial year, $900 was payable. The spouse of Mr Stephen Bizzell, the Company’s
Chairman, is a director of Mallee Bull Investments Pty Ltd and an ultimate beneficiary of the Mallee Bull Property Trust.
The tenancy agreement is on commercial arm’s length terms and was entered into prior to Mr Bizzell’s appointment as
Chairman.
`
The consolidated entity provides mining and ancillary services (construction services) by way of a service agreement
with Laneway Resources Limited. Stephen Bizzell is a Chairman of the board and substantial shareholder of Laneway
Resources Limited. The agreement is on arm's length, commercial terms and MGH recognised $1,973,016 of
construction services revenue during the year.
` On 8 October 2018, the consolidated entity engaged Bizzell Capital Partners Pty Ltd (BCP) to advise on the Company’s
ASX listing, capital raising processes and acquisitions. Stephen Bizzell is the chairman and owner of BCP. The
engagement of BCP was negotiated on arms’ length commercial terms prior to Stephen's appointment as a director
and Chairman of MGH. The parties mutually agreed to terminate the engagement on 5 November 2020 pursuant to a
mutual deed of termination. Under the termination deed, MGH paid $473,000 (exclusive of GST) in respect of advisory
fees up to 5 November 2020.
94 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 38. Related party transactions (continued)
Related party transactions – Damien Porter:
` During the 2020 financial year, the consolidated entity leased premises from Damien Porter on a short-term and
ad-hoc basis. The rental charged was based on market rates and no amounts were paid or payable to Damien Porter in
the year ended 30 June 2021.
Related party transactions – Michael Medway:
` During the year Michael Medway provided consultancy services to the consolidated entity under usual commercial
terms. Services included due diligence services with respect to acquisitions of businesses and or assets. The value
of the services provided is $9,000 which have yet to be invoiced to the company or accrued by the company at the
reporting date.
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Current receivables:
Trade receivables from entities controlled by key management personnel*
Current payables:
Trade payables to entities controlled by key management personnel
*Subsequent to reporting date amounts have been paid.
2021
$
1,809,289
56,962
CONSOLIDATED
2020
$
-
-
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
RELATED
PARTY ENTITY
KMP
RELATED TO
LOAN
BALANCE
AT DATE OF
APPOINTMENT
AS A DIRECTOR
BALANCE AT
BEGINNING
OF THE YEAR
$
$
Related
party loan
liabilities:
Choice
Investments
Dubbo Pty
Ltd
Old Man
Investments
Pty Ltd
Wesley J
Maas
Damien
Porter
24,021,530
253,903
24,275,433
-
-
-
LOANS
RECEIVABLE
OFFSET AGAINST
LOANS PAYABLE
TRANSFER TO
SHAREHOLDER
LOANS
$
-
-
-
$
-
-
-
CONVERTED
INTO SHARES
NET LOAN
PAYMENT
$
$
-
(24,021,530)
(253,903)
-
(253,903)
(24,021,530)
2021
BALANCE AT
THE END OF
THE YEAR
$
-
-
-
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 95
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 38. Related party transactions (continued)
RELATED
PARTY ENTITY
KMP
RELATED TO
LOAN
BALANCE
AT DATE OF
APPOINTMENT
AS A DIRECTOR
LOANS
RECEIVABLE
OFFSET AGAINST
LOANS PAYABLE
BALANCE AT
BEGINNING
OF THE YEAR
TRANSFER TO
SHAREHOLDER
LOANS
PURCHASE
OF MOTOR
VEHICLE
$
$
$
$
$
2020
NET LOAN
PAYMENT
$
BALANCE AT
THE END OF
THE YEAR
$
Related
party loan
liabilities:
Choice
Investments
Dubbo Pty
Ltd
Old Man
Investments
Pty Ltd
Related
party loan
receivables:
Regional
Hardrock
Forbes Unit
Trust
Regional
Hardrock
West
Wyalong
Wesley J
Maas
Damien
Porter
Wesley J
Maas
Wesley J
Maas
38,331,031
-
(9,622,201)
(4,000,000)
(56,516)
(630,784)
24,021,530
-
254,000
-
-
-
(97)
253,903
38,331,031
254,000
(9,622,201)
(4,000,000)
(56,516)
(630,881)
24,275,433
15,990
34,470
50,460
-
-
-
-
-
-
-
-
-
-
-
-
(15,990)
(34,470)
(50,460)
-
-
-
All of the above loans were unsecured and non-interest bearing.
Note 39. Parent entity information
Set out below is the supplementary information about the legal parent entity (MAAS Group Holdings Limited).
Statement of profit or loss and other comprehensive income
Profit/(loss) after income tax
Other comprehensive income for the year, net of tax
Total comprehensive income
2021
$
PARENT
2020
$
(4,291,092)
19,727,265
-
-
(4,291,092)
19,727,265
96 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 39. Parent entity information (continued)
Statement of financial position
Total current assets
Total non-current assets
Total assets
Total current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Other equity
Share-based payments reserve
Retained profits
Total equity
2021
$
PARENT
2020
$
177,102,387
134,183,285
154,341,685
151,754,548
331,444,072
285,937,833
3,303,003
15,056,948
34,662,730
97,510,333
37,965,733
112,567,281
293,478,339
173,370,552
279,635,672
153,643,287
3,353,774
351,636
-
-
10,137,257
19,727,265
293,478,339
173,370,552
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity has provided guarantees in respect of banking facilities provided to the group (refer note 22).
Contingent liabilities
The parent entity had no other contingent liabilities as at 30 June 2021 and 30 June 2020 that have not been disclosed in
note 34.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2021 and 30 June 2020.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2,
except for the following:
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
`
`
` Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
indicator of an impairment of the investment.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 97
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 40. Business combinations
Acquisition of Macquarie Geotechnical Pty Ltd
On 21 December 2020, the consolidated entity acquired 100% of the issued share capital of Macquarie Geotechnical Pty
Limited, a leading diversified service provider in the construction materials and civil construction sectors. This acquisition
complements the Group’s growth strategy in growing its Construction Materials business. The total consideration consisted
of a cash settlement of $6,284,538 and Consideration Shares to the value of $2,693,373 at the Initial Public Offer pricing
of $2. The Consideration Shares vest between 3 and 5 years and are conditional on the existing shareholders remaining
employed by Macquarie Geotechnical Pty Limited. It has been determined that the Consideration Shares are a Shared
Based Payment and accordingly the value of the shares will be recognised as an expense over the vesting period. The
business operates in the Construction Materials segment.
Acquisition of Willow Tree
On 28 May 2021, the consolidated entity acquired the businesses operated by Willow Tree Gravels Pty Ltd and Willow Tree
Crushing Pty Ltd. Furthermore, as part of the transaction, special purpose entity Regional Hardrock (Willow Tree) Pty Limited
acquired a parcel of land as trustee for the Regional Hardrock Willow Tree Unit Trust. The acquisitions have been combined
and treated as one business combination due to the interdependence of the transaction. The total consideration consisted
of a cash settlement of $10,227,273. The business operates in the Construction Materials segment and complements the
Group’s growth strategy in growing its Construction Materials business.
In accordance with accounting standards, the acquisition has been completed on a provisional basis and finalisation of
the assessment of fair values of the identifiable assets and liabilities acquired may result in adjustments to the amounts
disclosed in the table below.
Acquisition of Amcor
On 3 June 2021, the consolidated entity acquired 100% of the issued share capital of Amcor Excavations Pty Ltd and Amcor
Quarries & Concrete Pty Ltd. Pursuant to the sale agreement, the consolidated entity then exercised its right and purchased
a parcel of land and concrete batching plant on 7 June 2021. The consideration consisted of initial cash of $15,339,675 and
shares to the value of $6,707,547. Half of the shares were issued upon completion, while the other half are held in escrow
until the second anniversary of the acquisition. An additional $2,000,000 which is contingent upon certain hurdles being
met, may be paid to the vendors during the period up to the second anniversary of the acquisition. The business operates
in the Construction Materials and Civil, Construction and Hire segments.
In accordance with accounting standards, the acquisition has been completed on a provisional basis and finalisation of
the assessment of fair values of the identifiable assets and liabilities acquired may result in adjustments to the amounts
disclosed in the table below.
98 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 40. Business combinations (continued)
Details of the acquisitions are as follows:
Cash and cash equivalents
Trade and other receivables
Income tax refund due
Inventories
Prepayments
Other current assets
Extraction rights
Land
Land and buildings
Plant and equipment
Motor vehicles
Intangibles - Brand name
Intangibles - Customer relationships
Deferred tax asset
Trade and other payables
Current tax liability
Deferred tax liability
Employee benefits
Borrowings
Lease liabilities
Other liabilities
Net assets acquired
Goodwill
Net assets acquired
Representing:
MACQUARIE
GEOTECH FAIR
VALUE
$
488,801
2,002,957
-
-
220,532
43,735
-
-
WILLOW TREE
FAIR VALUE
$
-
-
-
329,273
-
-
-
4,200,000
AMCOR
FAIR VALUE
$
1,697,827
4,678,410
166,803
450,992
21,421
1,084,962
1,200,000
-
1,194,642
-
2,590,614
TOTAL
$
2,186,628
6,681,367
166,803
780,265
241,953
1,128,697
1,200,000
4,200,000
3,785,256
1,044,206
1,998,000
13,695,397
16,737,603
1,019,816
-
972,266
2,400,000
1,700,000
2,600,000
1,440,000
1,730,000
2,850,000
1,992,082
6,700,000
6,020,000
739,367
570,313
(1,431,260)
(136,035)
-
-
-
169,054
(3,927,263)
(5,358,523)
-
(136,035)
(570,485)
(519,000)
(855,000)
(1,944,485)
(639,076)
(183,418)
(1,180,190)
-
-
-
-
-
(1,021,432)
(1,660,508)
-
(183,418)
(26,229)
(1,206,419)
(3,070,345)
(3,070,345)
6,284,538
9,438,273
23,277,477
39,000,288
-
789,000
769,745
1,558,745
6,284,538
10,227,273
24,047,222
40,559,033
Cash paid or payable to vendor
6,284,538
10,227,273
15,339,675
31,851,486
MAAS Group Holdings Limited shares issued to vendor
Contingent consideration
-
-
-
-
6,707,547
2,000,000
6,707,547
2,000,000
6,284,538
10,227,273
24,047,222
40,559,033
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration
transferred
Less: cash and cash equivalents
Less: contingent consideration
Less: shares issued by company as part of consideration
Less: shares to be issued on second anniversary of the
acquisition
Net cash used
6,284,538
10,227,273
24,047,222
40,559,033
(488,801)
-
-
-
-
-
-
-
(1,697,827)
(2,186,628)
(2,000,000)
(2,000,000)
(3,353,773)
(3,353,773)
(3,353,774)
(3,353,774)
5,795,737
10,227,273
13,641,848
29,664,858
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 99
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 40. Business combinations (continued)
Revenue and profit contribution
If the acquisitions had occurred on 1 July 2020, the consolidated results for the year ended 30 June 2021 would have been
as follows:
MACQUARIE
GEOTECH WILLOW TREE
$
$
OTHER
CONTROLLED
ENTITIES
$
AMCOR
$
TOTAL
$
Revenue
17,400,000
11,000,000
39,600,000
264,447,966
332,447,966
Net profit/(loss) for the period after tax
65,000
1,000,000
2,100,000
34,116,442
37,281,442
The amounts in the above table have been calculated using the results of each subsidiary and adjusting them for:
`
`
differences in the accounting policies between the consolidated entity and the subsidiary, and
the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to
property, plant and equipment and intangible assets had applied from 1 July 2020, together with the consequential tax
effects.
The acquired businesses contributed the following revenues and net profit to the consolidated entity from the dates to their
respective acquisitions to 30 June 2021:
Revenue
Net profit/(loss) for the period after tax
Acquired receivables
Fair value of acquired receivables
Gross contractual amount due
Loss allowance recognised on acquisition
MACQUARIE
GEOTECH WILLOW TREE
$
$
AMCOR
$
TOTAL
$
8,500,000
614,000
4,000,000
13,114,000
36,000
189,000
400,000
625,000
MACQUARIE
GEOTECH
$
AMCOR
$
TOTAL
$
2,002,957
4,678,410
6,681,367
(2,002,957)
(4,678,410)
(6,681,367)
-
-
-
Acquisition-related costs
Acquisition-related costs totalling $1,080,462 that were not directly attributable to the issue of shares are included in
legal, accounting and consultants expense in the statement of profit or loss and other comprehensive income.
Accounting policy for business combinations
The acquisition method of accounting is used to account for business combinations, unless it is a combination involving
entities or businesses under common control, regardless of whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling
interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either
fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as
incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed
for appropriate classification and designation in accordance with the contractual terms, economic conditions, the
consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity
interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous
carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within
equity.
100 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 40. Business combinations (continued)
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest
in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the
acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of
the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly
in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement
of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the
acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional
amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends
on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
Note 41. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
OWNERSHIP INTEREST
NAME
MAAS Group Pty Ltd
Machinery Sales Pty Ltd
EMS Plant & Equipment Pty Ltd
Large Industries Pty Ltd
Hamcon Civil Pty Ltd
Miller Metals Forbes Pty Ltd
MAAS Plant Hire Pty Ltd
MAAS Civil Pty Ltd
MAAS Administration Pty Ltd
Macquarie Geotechnical Pty Ltd
Amcor Excavations Pty Ltd
EMS Group Pty Ltd
EMS Sales Pty Ltd
EMS Labour Hire Pty Ltd
EMS Repairs Pty Ltd
EMS Equipment Hire Pty Ltd
EMS Admin Pty Ltd
Dubbo Parts Pty Ltd
PT JTECH Jasa Pertambangan
JLE Group Holdings Pty Ltd
JLE Electrical Projects Pty Ltd
JLE Manufacturing Pty Ltd
JLE Engineering Pty Ltd
JLE Admin Pty Ltd
JLE Hire Pty Ltd
JLE Utilities Services Pty Ltd
JLE Mining & Tunnelling Pty Ltd
Regional Group Australia Pty Ltd
Regional Hardrock Pty Ltd
Regional Hardrock Unit Trust
Regional Hardrock (Dubbo) Pty Ltd
Regional Quarries Australia Pty Ltd
Regional Hardrock (Willow Tree) Pty Ltd
Regional Hardrock Willow Tree Unit Trust
Regional Hardrock (Orange) Pty Ltd
PRINCIPAL PLACE OF
BUSINESS / COUNTRY
OF INCORPORATION
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Indonesia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
2021
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2020
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
100%
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 101
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 41. Interests in subsidiaries (continued)
OWNERSHIP INTEREST
NAME
Regional Hardrock (Inverell) Pty Ltd
Regional Hardrock Inverell Unit Trust
Regional Hardrock (Forbes) Pty Ltd
Regional Hardrock (Forbes) Unit Trust
Regional Hardrock (West Wyalong) Pty Ltd
Regional Hardrock (West Wyalong) Unit Trust
Regional Hardrock (Gilgandra) Pty Ltd
Regional Hardrock (Gilgandra) Unit Trust
Regional Sands (Dubbo) Pty Ltd
Regional Sands Dubbo Unit Trust
Sand Quarries Australia Pty Ltd
Regional Crushing & Screening Pty Ltd
Regional Concrete Australia Pty Ltd
Regional Precast Australia Pty Ltd
Regional Group Resources Pty Ltd
Amcor Quarries & Concrete Pty Ltd
Gracemere Property Pty Ltd
Gracemere Property Unit Trust
Regional Concrete (Tamworth) Pty Ltd
Regional Concrete Tamworth Unit Trust
MAAS Group Developments Pty Ltd
MAAS Group Westwinds Pty Ltd
MAAS Group Properties Durham Park Pty Ltd
MAAS Group Properties Bombira Pty Ltd
MAAS Group Properties Southlakes Pty Ltd
MAAS Group Properties Highlands Pty Ltd
MAAS Group Properties Magnolia Pty Ltd
MAAS Group Properties Arcadia Pty Ltd
MAAS Group Properties Logan Pty Ltd
MAAS Group Properties Eagle View Pty Ltd
MAAS Group Properties Browns Lane Pty Ltd
Eykan Holdings Pty Ltd
Bizitay Pty Ltd
Southlakes Child Care Centre No 1 Pty Ltd
Southlakes Child Care Centre No 1 Unit Trust
MAAS Homes Pty Ltd
MAAS Group Properties Ulan Pty Ltd
Gunnedah Land Holdings Pty Ltd
Gunnedah Property Unit Trust
MAAS Commercial Developments Pty Ltd
MAAS Self Storage (Western) Pty Ltd
MAAS Self Storage (Southern) Pty Ltd
MAAS Self Storage Southern Unit Trust
MAAS Residential Developments Pty Ltd
MAAS Group Construction Pty Ltd
MAAS Group Properties Bunglegumbie Pty Ltd
MAAS Group Properties Liberal Pty Ltd
MAAS Group Properties Liberal Unit Trust
EMS International Pty Ltd
VMS Engineering Company Ltd
EMS Power Solutions UK Ltd
102 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
PRINCIPAL PLACE OF
BUSINESS / COUNTRY
OF INCORPORATION
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Vietnam
United Kingdom
2021
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2020
%
-
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
100%
75%
100%
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 41. Interests in subsidiaries (continued)
Unless otherwise stated, the subsidiaries have share capital consisting solely of ordinary shares that are held directly by the
consolidated entity, and the proportion of ownership interests held equals the voting rights held by the consolidated entity.
Summarised financial information
Summarised financial information of the subsidiary with non-controlling interests that are material to the consolidated entity
are set out below:
Summarised statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Other financial information
Accumulated non-controlling interests at the end of reporting period
VMS ENGINEERING
COMPANY LTD
2020
$
8,812,822
11,155,253
19,968,075
6,208,967
3,951,384
10,160,351
9,807,724
2,451,929
Transactions with non-controlling interests
On 18 November 2020 the 25% minority interest held in VMS Engineering Company Limited (VMS) was acquired by
MAAS Group Holdings Limited (MGH) for a cash consideration of $2,520,475. Immediately prior to the acquisition, the
carrying amount of the existing 25% non-controlling interest in VMS was $2,623,944. The group recognised a decrease
in non-controlling interests of $2,520,475. The effect on the equity attributable to the owners of MGH during the year is
summarised as follows:
Carrying amount of non-controlling interests acquired
Consideration paid to non-controlling interests
Gain from equity transaction with non-controlling interests transferred to Non-controlling interests reserve
within equity (note 29)
CONSOLIDATED
2021
$
2,623,944
(2,520,475)
103,469
Note 42. Events after the reporting period
(a) Share placement
On 1 July 2021, the company announced its intention to undertake a capital raising comprising an Institutional Placement,
a Conditional Placement and a share purchase plan (SPP). On 8 July 2021, the company issued 8,915,909 fully paid
ordinary shares at an issue price of $5.50 per share raising approximately $49 million pursuant to the institutional placement
component of the raising. The company has also received binding commitments to raise a further $30 million via the
conditional placement of 5,454,543 ordinary shares at $5.50 per share which includes participation by Directors and
employees, which is subject to shareholder approval at a forthcoming shareholder meeting. The company also announced a
shareholder purchase plan to raise up to $15m to allow retail shareholders in Australia and New Zealand the opportunity to
participate in the capital raising. The closing date of the SPP is 16 September 2021.
(b) Share purchase plan (SPP)
On 12 August 2021, the company announced the extension to the closing date of the SPP to 16 September 2021.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 103
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 42. Events after the reporting period (continued)
(c) Banking facilities and project finance funding
Following the increase in the company’s banking facility limits by $25 million in May 2021, the company has received
another credit approval to increase its banking facility limits to $200 million. The increased facility remains subject to final
documentation.
The company has received approval from its banking consortium to secure up to an additional $100 million for future
project finance funding. Commercial developments will be funded separately by project financiers under standalone project
specific finance facilities with separate covenants and undertakings.
(d) Dividend
The Directors declared a fully franked final dividend of 3 cents per share on 25 August 2021. The dividend is subject to a
dividend reinvestment plan (“DRP”) and the reinvestment price for those shareholders who elect to participate in the DRP
will be a 5% discount to the five-day VWAP for the five trading days immediately after the dividend record date.
(e) Acquisitions
Redimix
On 23 July 2021, the consolidated entity entered into an agreement to purchase the aggregate and concrete business BJB
Concrete Pty Ltd, trading as Redimix Concrete for an agreed cash consideration of $2.5 million and 91,098 MGH shares
and an associated parcel of land for a purchase price of $3.0 million cash. Under the terms of the acquisition, the cash
payments were due at settlement with the share issuance to occur by 3 September 2021. The acquisition completed on 20
August 2021. The financial effects of this transaction have not been recognised at 30 June 2021. The operating results and
assets and liabilities of the acquired business will be consolidated from completion. The Redimix business operations will be
reported in the Construction Materials segment.
Inverell
On 25 June 2021, the consolidated entity entered into an agreement to acquire the business and land owned and operated
by Inverell Aggregate Supplies Pty Ltd (“Inverell"). The acquisitions of the business and land were completed on 22 July
2021 with $1.8m of the total consideration of $3.9m payable at completion. The remaining consideration of $2.1m is a
combination of deferred and contingent consideration and will be released progressively over the four years following
completion. The financial effects of this transaction have not been recognised at 30 June 2021. The operating results and
assets and liabilities of the acquired business will be consolidated from 22 July 2021. The Inverell business operations will be
reported in the Construction Materials segment.
A1 Earthworx
On 16 August 2021, the consolidated entity entered into an agreement to purchase the earthmoving and civil construction
machinery business A1 Earthworx Mining & Civil Pty Ltd. The acquisition was completed on 16 August 2021 with $8.575
million in cash paid and 444,444 MGH shares issued at completion. A potential of up to $1.8million is payable in cash
following the finalisation of the FY24 financial result if certain earnings targets are met. The financial effects of this
transaction have not been recognised at 30 June 2021. The operating results and assets and liabilities of the acquired
business will be consolidated from 16 August 2021. A1 Earthworx will be reported in the Civil, Construction and Hire
segment increasing the segment's civil capability for both internal and external projects.
The provisionally determined fair values of the assets and liabilities of acquisitions completed as at the date of this Report
are as follows:
Inventories
Land
Plant and equipment
Net assets acquired
Goodwill and other identifiable intangible assets
Acquisition-date fair value of the total consideration transferred
REDMIX
FAIR VALUE
INVERELL
FAIR VALUE
$
120,000
$
-
A1
EARTHWORX
FAIR VALUE
$
1,000,000
1,000,000
1,900,000
-
3,048,000
2,000,000
7,000,000
4,168,000
3,900,000
8,000,000
1,772,000
-
4,508,331
5,940,000
3,900,000
12,508,331
104 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 42. Events after the reporting period (continued)
Representing:
Cash paid or payable to vendor
MAAS Group Holdings Limited shares issued to vendor
Contingent consideration
Deferred consideration
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: shares issued by company as part of consideration
Net cash used
REDMIX
FAIR VALUE
INVERELL
FAIR VALUE
A1
EARTHWORX
FAIR VALUE
$
$
$
5,500,000
1,787,500
8,575,000
440,000
-
2,133,331
-
-
1,195,000
1,800,000
917,500
-
5,940,000
3,900,000
12,508,331
5,940,000
3,900,000
12,508,331
(440,000)
-
(2,133,331)
5,500,000
3,900,000
10,375,000
At the time the financial statements were authorised for issue, the group had not yet completed the accounting for the
above acquisitions. In particular, the fair values of the contingent consideration payable, assets and liabilities disclosed
above have only been determined provisionally due to the timing of the acquisitions and as the preparation of completion
accounts have not been finalised.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 105
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 43. Cash flow information
Reconciliation of profit after income tax to net cash from operating activities
Profit after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Net gain on disposal of non-current assets
Net gain on disposal of property, plant and equipment
Net fair value gain on financial assets
Net fair value gain on investment properties
Share-based payments
Fair value adjustments to contingent consideration
Interest income - non-cash
Gain on bargain purchase
Unwinding of interest on vendor financing
Interest on convertible notes
Expenses settled by the issue of convertible notes
Allowance for expected credit losses
Amortisation of borrowing costs
Change in operating assets and liabilities:
Increase in trade and other receivables
Decrease/(increase) in contract assets
Decrease/(increase) in inventories
Increase in income tax refund due
Increase in deferred tax assets
Decrease/(increase) in prepayments
Decrease in other operating assets
Increase in trade and other payables
Increase/(decrease) in contract liabilities
Decrease in provision for income tax
Increase in deferred tax liabilities
Increase in employee benefits
Decrease in other provisions
Net cash from operating activities
Non-cash investing and financing activities - not previously disclosed
Shares issues in connection with the Amcor acquisition
Dividend reinvestment plan share issues
Share based payments
106 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
CONSOLIDATED
2021
2020
$
34,741,442
$
20,942,474
15,705,939
13,711,770
(85,385)
-
(1,031,127)
(2,358,369)
-
(241,580)
(9,284,466)
(7,125,882)
351,636
-
25,806
(1,040,524)
-
-
317,260
-
-
(400,000)
413,572
(78,347)
(1,194,898)
593,234
3,293,576
400,000
760,000
44,655
(3,301,096)
(6,926,729)
2,802,312
(8,365,669)
(4,289,955)
3,599,156
(4,170,088)
-
(547,201)
(1,075,918)
311,096
(1,041,875)
687,228
2,514,350
(65,277)
25,003
9,158,800
3,678,631
-
(2,555,823)
9,304,939
3,553,740
476,579
(199,327)
573,409
(952,680)
44,278,237
27,376,154
2021
$
6,707,547
3,948,704
351,636
CONSOLIDATED
2020
$
-
-
-
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 43. Cash flow information (continued)
Changes in liabilities arising from financing activities
BANK LOANS
& MULTI-
OPTION
FACILITY
VENDOR
FINANCING
& DEFERRED
CONSIDERATION
CHATTEL
LEASES
MORTGAGES OTHER LOANS
CONVERTIBLE
NOTES
INCLUDING
DERIVATIVE
LOANS DUE
TO SHARE-
HOLDER &
DIRECTOR
RELATED
ENTITIES
$
$
$
$
$
$
$
CONSOLIDATED
TOTAL
$
13,731,114
10,291,128
44,535,340
-
1,563,925
-
55,670,584 125,792,091
38,873,535
(4,836,655)
(25,144,256)
-
-
-
-
-
-
-
-
-
-
-
-
-
37,585,749
20,045,651
812,664
-
6,779,477
44,655
593,234
-
52,649,304
26,093,358
64,568,974
-
-
-
-
-
-
-
-
-
(314,108)
13,600,000
1,365,542
23,544,058
-
-
-
-
-
-
-
-
(9,622,201)
(9,622,201)
3,293,576
-
3,293,576
6,400,000
(6,000,000)
400,000
-
-
-
-
-
-
-
-
37,585,749
20,858,315
6,779,477
637,889
1,249,817
23,293,576
41,413,925
209,268,954
(2,481,378)
(15,631,913)
(8,209,475)
6,090,643
(397,808)
-
(30,714,404)
30,714,404
-
-
-
-
-
-
-
-
-
-
-
-
-
20,972,963
1,206,419
7,776,806
2,750,000
413,572
317,260
-
-
-
-
-
-
-
-
-
-
-
-
-
-
183,418
-
-
-
-
-
(26,579,609)
(47,209,540)
-
-
-
(14,834,316)
(14,834,316)
(23,293,576)
-
-
-
-
-
-
-
-
-
-
-
-
-
(23,293,576)
20,972,963
1,389,837
7,776,806
2,750,000
730,832
157,551,960
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 107
50,581,498
21,305,511
47,824,477
36,805,047
1,035,427
Balance at 1 July
2019
Net cash from/(used
in) financing activities
Loans receivable
offset against loans
payable
Interest capitalised
Convertible notes
– issued in lieu of
services and loan
conversion
Acquisition plant &
equipment by means
of finance lease
Changes
through business
combinations
Lease contracts on
property entered
into
Amortisation and
present value
unwinding
Balance at 30 June
2020
Net cash from/(used
in) financing activities
Transfer to chattel
mortgages
Shareholder and
director loans
converted into
shares
Convertible notes
converted into
shares
Acquisition plant &
equipment by means
of finance lease
Changes
through business
combinations (note
40)
Acquisition of land
held for resale
Acquisition of quarry
land
Amortisation and
present value
unwinding
Balance at 30 June
2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 44. Earnings per share
Profit after income tax
Non-controlling interest
Profit after income tax attributable to the owners of MAAS Group Holdings Limited
Weighted average number of ordinary shares used in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Share rights (note 45) and deferred consideration (note 28)
Weighted average number of ordinary shares used in calculating diluted earnings per share
Basic earnings per share
Diluted earnings per share
CONSOLIDATED
2020
$
2021
$
34,741,442
20,942,474
(172,015)
(248,901)
34,569,427
20,693,573
NUMBER
NUMBER
240,495,220
204,857,704
714,022
-
241,209,242
204,857,704
CENTS
14.37
14.33
CENTS
10.10
10.10
Subsequent to the end of the financial year, the company announced that it had received binding commitments for a
conditional placement of 5,454,543 ordinary shares, subject to shareholder approval at a forthcoming shareholder meeting
estimated to be held in September 2021; and issued 8,915,909 fully paid ordinary shares in the company pursuant to an
institutional placement (refer note 42). These share issues would have changed significantly the number of ordinary shares
outstanding at 30 June 2021 if these transactions had occurred before the end of the reporting period. The issue of shares
has not been retrospectively adjusted in the calculation of earnings per share.
Accounting policy for earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of MAAS Group Holdings Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
Note 45. Share-based payments
Share rights granted
On 21 December 2020, MAAS Group Holdings Limited (MGH) agreed to an issue of 1,346,687 ordinary shares in MGH to
the employees of Macquarie Geotechnical Pty Ltd (refer Business combinations note 40). The shares will be issued in three
equal tranches on the third, fourth, and fifth anniversaries of the completion date (21 December 2020) of the Macquarie
Geotechnical Pty Ltd acquisition. The total value of the rights granted is $2,693,737 based on $2 per share and will be
expensed over the vesting period.
108 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2021
Note 45. Share-based payments (continued)
Set out below are summaries of share rights granted to the employees of Macquarie Geotechnical Pty Ltd:
GRANT DATE
20/12/2020
VESTING DATE
20/12/2023
20/12/2020
20/12/2024
20/12/2020
20/12/2025
EXERCISE
PRICE
$0.00
$0.00
$0.00
BALANCE AT
THE START OF
THE YEAR
-
-
-
-
GRANTED
448,896
448,896
448,895
1,346,687
EXERCISED
-
-
-
-
EXPIRED/
FORTIFIED/
OTHER
-
BALANCE AT
THE END OF THE
YEAR
448,896
-
-
-
448,896
448,895
1,346,687
Accounting policy for share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is
determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined
using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of
the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that
do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No
account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the
best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount
recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already
recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the
Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was
granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
`
`
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by
the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the
reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to
settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied
during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the
award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 109
ANNUAL REPORT 2021 DIRECTORS' DECLARATION
30 JUNE 2021
In the directors' opinion:
`
`
`
`
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as
at 30 June 2021 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become
due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
___________________________
___________________________
Stephen G Bizzell
Chairman
26 August 2021
Dubbo
Wesley J Maas
Managing Director and Chief Executive Officer
110 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 INDEPENDENT AUDITOR'S REPORT
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD
4001 Australia
INDEPENDENT AUDITOR'S REPORT
To the members of MAAS Group Holdings Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of MAAS Group Holdings Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or
loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of
cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies
and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance
for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards
are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We
are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including
Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial report of the current period. These matters were addressed in the context of our audit of the financial report as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian
company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international
BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 111
ANNUAL REPORT 2021 INDEPENDENT AUDITOR'S REPORT
Revenue Recognition
Key audit matter
How the matter was addressed in our audit
The assessment of revenue recognition was significant
to our audit because revenue is a material balance in the
financial statements for the year ended 30 June 2021 and
the Group derives revenue from a significant number of
streams.
The assessment of revenue recognition and
measurement required significant auditor effort.
Our procedures included, amongst others:
`
Assessing the revenue recognition policy for
compliance with AASB 15 Revenue from Contracts
with Customers and AASB 16 Leases
` Documenting the processes and assessing the
internal controls relating to revenue processing and
recognition
`
`
Tracing a sample of revenue transactions to
supporting documentation
Assessing the adequacy of the Group's disclosures
within the financial statements
Impairment assessment of Goodwill & Indefinite Lived Intangible Assets
Key audit matter
How the matter was addressed in our audit
The Group’s disclosures in respect to intangible assets,
including the impairment assessments of goodwill and
other intangible assets are included in Note 18.
The carrying value of intangible assets represent a
significant asset of the Group.
The Group is required to annually test the amount of
goodwill and indefinite useful life intangible assets
for impairment and assess other intangible assets for
impairment indicators. This annual impairment test
was significant to our audit because the goodwill and
intangible assets balance is material to the financial
statements and because management’s assessment
process is complex, highly judgmental and includes
estimates and assumptions relating to expected future
market or economic conditions.
Our procedures included, amongst others:
`
`
`
`
`
`
Evaluating management’s determination of the
Group’s Cash Generating Units ("CGU's") to ensure
they are appropriate, including being at a level no
higher than the operating segments of the entity
Evaluating management’s process regarding
the valuation of the Group’s goodwill and other
intangible assets
Assessing the Group’s assumptions and estimates
relating to forecast revenue, costs, capital
expenditure, discount rates and growth rates
Involving our internal specialists to assess the
discount rates against comparable market
information
Assessing the disclosures related to the impairment
assessment by comparing these disclosures to our
understanding of the matter and the applicable
accounting standards
Challenging key assumptions by performing
sensitivity analysis on the growth rates and discount
rate assumptions used
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian
company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international
BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
112 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 INDEPENDENT AUDITOR'S REPORT
Business Combinations
Key audit matter
How the matter was addressed in our audit
The Group’s disclosures in respect to business
combinations are included in note 40.
The audit of the accounting for the business combinations
is a key audit matter due to the significant judgment
and complexity involved in assessing the determination
of the fair value of identifiable intangible assets and the
consideration paid.
The assessment of business combinations required
significant auditor effort.
Our procedures included, amongst others:
` Obtaining an understanding of the transactions
including an assessment of the accounting acquirer
and whether the transaction constituted a business
or an asset acquisition
`
`
`
`
`
Comparing the assets and liabilities recognised
on acquisition against the historical financial
information
Evaluating management’s assessment of the fair
value of the consideration paid/payable
Evaluating management’s assessment of the
identifiable assets and liabilities acquired
Engaging with internal experts on the
appropriateness of the calculation of identifiable
intangible assets
Assessing the adequacy of the Group's disclosures
of the acquisitions
Settlement of Initial Public Offer (IPO) funds
Key audit matter
How the matter was addressed in our audit
The Group was admitted to the Official List of ASX
Limited on 3rd December 2020 and the ordinary shares
commenced trading on Friday 4th December 2020.
The accounting for the capital raise pursuant to the offer
included new shares issued by the company, settlement
of related party loans and conversion of convertible
notes to equity. This transaction was considered a
significant transaction for the Group and required
significant auditor attention.
Our audit procedures amongst others:
`
`
`
`
`
`
`
Confirming the equity issued during the IPO
process to the prospectus issued and vouched
funds receipted to bank
Reviewing accounting treatment of transaction costs
in relation to the IPO and capital raising and related
income tax impact
Reviewing the treatment of transaction costs in the
cash flow statement;
Evaluating the conversion of Convertible Notes to
equity which was triggered as a result of lodgement
of the prospectus
Reviewing the payout of the loans which was
triggered the day before listing
Vouching all related party loans that were converted
into shares to supporting documentation
Ensuring all related party loans were correctly
accounted for
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian
company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international
BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 113
ANNUAL REPORT 2021 INDEPENDENT AUDITOR'S REPORT
Other information
The directors are responsible for the other information. The other information comprises the information in the directors’
report for the year ended 30 June 2021, but does not include the financial report and the auditor’s report thereon, which
we obtained prior to the date of this auditor’s report, and the annual report, which is expected to be made available to us
after that date.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in
the audit or otherwise appears to be materially misstated.
If, based on the work we have performed 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.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to the directors and will request that it is corrected. If it is not corrected, we will seek to have the
matter appropriately brought to the attention of users for whom our report is prepared.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view
in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the
directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free
from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do
so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian
Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of this financial report.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian
company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international
BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
114 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021 INDEPENDENT AUDITOR'S REPORT
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/admin/file/content102/c3/
ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 32 to 38 of the directors’ report for the year ended 30 June
2021.
In our opinion, the Remuneration Report of MAAS Group Holdings Limited, for the year 30 June 2021, complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
BDO Audit Pty Ltd
K L Colyer
Director
Brisbane, 26 August 2021
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian
company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international
BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 115
ANNUAL REPORT 2021 SHAREHOLDER INFORMATION
The shareholder information set out below is current as at 21 September 2021.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Twenty largest quoted equity security holders
NUMBER OF
HOLDERS
NUMBER OF FULLY
PAID SHARES
% OF TOTAL
SHARES ISSUED
ORDINARY SHARES
877
984
313
342
70
$
402,707
2,676,982
2,456,795
9,868,367
260,885,692
2,586
276,290,543
-
-
$
0.15
0.97
0.89
3.57
94.42
100
-
The names of the twenty largest security holders of quoted equity securities are listed below:
NAMES
W & E Maas Holdings Pty Ltd
Mrs. Emma Margaret Maas
Mr. Wesley Jon Maas
Citicorp Nominees Pty Limited
EMS Invest Pty Ltd
HSBC Custody Nominees (Australia) Limited
Mr. Thomas Paul Cavanagh
National Nominees Limited
DJ Porter Holdings Pty Ltd
J P Morgan Nominees Australia Pty Limited
Rookharp Investment Pty Ltd
Mrs. Leesa Rooke
BNP Paribas Nominees Pty Ltd
Rookharp Capital Pty Limited
Wilslay Pty Ltd
Netwealth Investments Limited
Mr. David Michael Rooke
BNP Piabas Noms. Pty Ltd
Mrs. Kimberly Gai Large
N & N Bourke Holdings Pty Ltd
Total
Substantial holders
Substantial holders in the company are set out below:
ORDINARY SHARES
W & E Maas
D & L Rooke
116 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
NUMBER HELD
76,434,779
41,597,610
15,501,611
15,485,998
14,343,334
12,422,703
11,042,285
7,486,940
6,446,103
6,009,106
5,804,995
4,749,153
4,334,995
4,107,858
3,890,387
3,721,107
3,135,282
2,772,913
2,184,164
1,573,529
% OF TOTAL
SHARES ISSUED
27.66
15.06
5.61
5.60
5.19
4.50
4.00
2.71
2.33
2.17
2.10
1.72
1.57
1.49
1.41
1.35
1.13
1.00
0.79
0.57
243,044,852
87.97
NUMBER HELD
149,401,642
19,344,011
% OF TOTAL
SHARES ISSUED
54.07
7.00
ANNUAL REPORT 2021 SHAREHOLDER INFORMATION
Voluntary Escrow
Shares subject to voluntary Escrow are set out below:
ORDINARY SHARES
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
All issued shares carry one vote per share and carry the rights to dividends.
There are no other classes of equity securities.
NUMBER OF SHARES
148,148
61,779,841
707,547
148,148
61,779,841
148,148
61,779,840
644,375
187,155,888
DATE ESCROW
PERIOD ENDS
16 August 2022
31 August 2022
3 June 2023
16 August 2023
31 August 2024
16 August 2024
31 August 2024
31 August 2025
MAAS GROUP HOLDINGS ANNUAL REPORT 2021 | 117
ANNUAL REPORT 2021 CORPORATE DIRECTORY
Directors
Company secretary
Registered office and
Principal place of business
Auditor
Solicitors
Stephen G Bizzell - Non-executive Chairman
Wesley J Maas - Managing Director and Chief Executive Officer
Stewart A Butel - Non-executive Director
Neal M O’Connor - Non-executive Director
Michael J Medway - Non-executive Director
Craig G Bellamy
20 L Sheraton Road
Dubbo
NSW 2830
BDO Audit Pty Ltd
Level 10, 12 Creek Street
Brisbane
QLD 4000
Jones Day (IPO)
Level 31
Riverside Centre
123 Eagle Street
Brisbane
QLD 4000
Duffy Elliott
148 Brisbane Street
Dubbo
NSW 2830
Maddocks
Angel Place
Level 27
123 Pitt Street
Sydney
NSW 2000
Bankers
Commonwealth Bank of Australia Limited
Level 9
201 Sussex Street
Sydney
NSW 2000
Westpac Banking Corporation
Level 3
275 Kent Street
Sydney
NSW 2000
Stock exchange listing
MAAS Group Holdings Limited shares are listed on the
Australian Securities Exchange (ASX code: MGH)
Share Register
Link Market Services Limited
Level 12
680 George Street
Sydney
NSW 2000
Website
www.maasgroup.com.au
118 | MAAS GROUP HOLDINGS ANNUAL REPORT 2021
ANNUAL REPORT 2021