ANNUAL REPORT
2022
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Sunrise at Redimix,
Tamworth
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 with respect to securities in MGH. This
report contains forward looking statements [including the outlook for the business for FY23] . 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, and includes certain financial measures which are ‘non-
IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC such as EBITDA which are not recognised
under International Financial Reporting Standards (IFRS). 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.
Contents
2 About Maas Group
36 Financial Report
6 Our Strategic Focus
37 Corporate Directory
8
Financial Highlights – FY22 vs FY21
38 Directors’ Report
10 Chairman’s Letter
54 Auditor’s Independence Declaration
12 CEO Report
56 Consolidated financial statements
14 Our People & Community
61 Notes to the consolidated financial statements
22 Business Segments
125 Directors’ Declaration
32 Maas Directors
34 Executive Team
126 Independent Auditor’s Report
131 Shareholder Information
Contents | 1
Maas Group Holdings (ASX:MGH)
Annual Report 2022
About Maas Group
Delivering market leading property, construction and
infrastructure solutions.
Maas is an ASX-listed Australian construction materials, equipment and services provider
with diversified exposure across the property, civil, infrastructure and mining sectors.
Since its founding in 2002, Maas has built a strong market position in all its key business
units – Construction Materials, Civil Construction and Hire, Real Estate and
Manufacturing and Sales.
Maas is committed to
delivering a superior
level of service while
maintaining an
uncompromising focus on
safety, quality, and value.
Maas at a
glance
Our values
As an organisation, we have a strong values driven culture defined by:
■ Trust – only earnt through action
■ Leadership – the courage to strive for excellence
■ Teamwork – focused on safety and solutions
■ Candour – transparent conversations to get it right
■ Commitment to customers – delivering on
■ Ownership – empowered to get it done and be
commitments
accountable for the results
~1,500
STAFF
34
QUARRIES1
12
CONCRETE
PLANTS2
~450
ASSETS
FOR HIRE
8,095
RESIDENTIAL
LOTS3
~$545m
COMMERCIAL
PROPERTY GDV
3
MANUFACTURING
FACILITIES
1 Excludes 4 Clermont Quarries – tba settlement. 2 7 Fixed Plant, 5 Mobile. 3 Product mix includes Land Lease Communities.
2 | About Maas Group
About Maas Group | 3
Our Footprint
Maas continues to grow and expand its geographic footprint along the East Coast of Australia. Over the past 12 months,
our business has built significant capability in the Central Queensland region, establishing a growth hub in Rockhampton
through the acquisition of Ellida Estate, Blackwater Quarries and Amcor, and more recently Schwarz Excavation. We also
continued to grow in our more established markets in Central West NSW and metro Sydney and explore opportunities for
strategic growth in current and new markets.
Maas continues to grow its operations and asset portfolio
predominantly in eastern Australia
Lindsay Thurgate,
Dubbo workshop-based
Diesel Mechanic
International
Vietnam
Indonesia(Sales Office)
Perth
Western Australia
Perth
Leonora
Queensland
Bedford Weir Quarry
Black Hill Quarry
Castlecreek Quarry
Chinchilla Quarry
Gladstone Quarry
Gracemere
Fairview Quarry
Luxor
Moura
Frankfield Quarry
Shoal Water Bay x2
Stanwell Quarry
Red Rock Quarry
Rockhampton
Teresa Creek Sand Leases x2
Westwood Quarry
Yatala Quarry (leased asset)
Rockhampton
Brisbane
Northern NSW
Black Hollow Quarry
Bellatta Quarry
Gunnedah
Inverell
Mount Tenandra Quarry
Northstar Quarry
Pearlman Quarry
Table Top Mountain
Quarry
Tikitere Quarry
Willowtree Quarry
Tamworth
Dubbo - HQ
Orange
Newcastle
Sydney
Southern NSW
Forbes Quarry
West Wyalong Quarry
Griffith
Snowy Mountains
1 Two quarry assets – Keswick Quarry & Dubbo Sands
Central NSW
Bennett’s Pit
Berakee Quarry
Bylong Quarry
Cooks Pit Quarry
Mewburns Quarry
Narromine Quarry
Tullamore Quarry
Dubbo
Orange
Mudgee
Badgery’s Creek
Bathurst
Lithgow
Ulan (leased asset)
Reddens Pit
1
Key
Maas Office / Hub
Real Estate Residential & commercial developments
Construction Materials – Quarries
Quarry’s networked for hub operations
Civil Construction & Hire Assets and resources capable of
managing projects anywhere in Australia
Construction Materials – Concrete plants
Concrete capabilities at stages of maturity
Manufacturing & Sales Manufacturing from Vietnam with
product support and parts sales and distribution centres
4 | About Maas Group
About Maas Group | 5
Maas Group Holdings (ASX:MGH) Annual Report 2022 Steve Guy,
General Manager,
Planning & Projects -
Maas Group
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Our Strategic Focus
Supported by a strong pipeline of infrastructure delivery, Maas can leverage
its quarry, conceptual and vertically integrated business model to provide
construction materials, equipment, and services to a range of civil and
infrastructure projects. Furthermore, economic and population growth drives
demand for new housing and services across the Maas portfolio of residential
estates and commercial properties.
With a foothold in the global Toll Manufacturing industry from Vietnam, Maas
will continue to build and scale to support the wholly owned subsidiary Jacon
Equipment and other toll manufacturing partners. Jacon supplies world leading
solutions in shotcrete and underground mining and tunnelling service vehicles.
This product is targeted and used for the world’s largest hard-rock mines and
tunnelling infrastructure. Engineering and manufacturing capabilities from the
Vietnam operations were used to support multiple asset classes of Maas.
Business Strengths
■ Maas is a significant independent contractor with strong target market
positions and diversified exposures across the civil, infrastructure, property, and
mining end markets.
■ Maas operates a vertically integrated business model, with a track record of
capturing margin opportunities across the business cycle.
■ Maas employs a disciplined approach to the deployment of capital and
managing assets, with a focus on achieving strong financial returns on
investment.
■ Maas has undertaken significant historical investment in a portfolio of strategic
quarries, service providers and property assets that contribute to current and
long-term future shareholder value.
■ Maas has a strong, stable, experienced, and passionate management team.
Competitive Advantage
The Maas model achieves
pull through value and
margin capture in the
delivery of real estate assets
and infrastructure solutions
through vertical integration.
REAL ESTATE
PLANNING
& DESIGN
CIVIL
CONSTRUCTION
ELECTRICAL
CONSTRUCTION
MATERIALS
PROPERTY
DEVELOPED
PROPERTY
OWNED
•Englobo
•Brownfield
•Town planning
•Engineering
• Bulk earthworks
•Full subdivision
• Engineering &
design
• Infrastructure
construction
•Utility services
• Quarry materials
• Concrete
products
•Leasing
•Management
• Subdivision land sales
•Home building
• Commercial
construction
•Plumbing
•Electrical
• Building supplies
By supplying or performing we deliver pull through value
6 | Our Strategic Focus
Our Strategic Focus | 7
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Financial Highlights | FY22 vs FY21
Maas achieved the top end of its guidance through organic
growth and complimentary acquisitions.
Patrick Orr,
Apprentice Heavy Vehicle
Mechanic - Maas Group
Proforma Revenue
$539.1m
Increase of 90% over FY21, strong
pipeline for FY23 and beyond
Proforma EBITDA
$125.1m
Strong performance at top end of
guidance range. Increase of 65% over FY21
Proforma EBIT
$94.2m
Increase of 58% over FY21, EBIT to
EBITDA conversion of 75% (FY21:79%)
Statutory EBITDA
$125.3m
Increase of 78% over FY21
Statutory NPAT
$61.6m
Increase of 78% over FY21
Total Tangible Assets
$814.3m
Investment for growth increase
of 87% over FY21
8 | Financial Highlights | FY22 vs FY21
Financial Highlights | FY22 vs FY21 | 9
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Redimix South
Keswick Batching
Plant, Dubbo
Chairman’s Letter
Dear fellow Shareholders,
It is my pleasure to reflect on another successful year for Maas Group Holdings, as the company enjoyed significant growth
and expanded its operating footprint, enhanced its vertical integration capability and reinvested in the business to provide a
strong platform for future growth in its key operating segments.
The Company’s strong growth in the past year was through a combination of organic business growth and strategic
acquisitions in the Civil Construction and Hire, Construction Materials and Real Estate segments.
Our FY22 net profit after tax of $61.6m represented a 78% increase from the prior year’s result on the back of strong
performances across these 3 operating segments. This result was particularly pleasing given the higher than expected
rainfall in the various operating regions, ongoing COVID-19 disruptions and cost challenges associated with global supply
chain conditions.
In addition to the strong financial results, the Group has invested further in its future with acquisitions totalling $177.5m
completed during the year in the civil construction and hire, construction materials and real estate segments. Subsequent
to year end, MGH has completed a further $50.0m of acquisitions in the construction materials and civil construction and
hire segments, which will make significant contributions to earnings in future years.
These acquisitions have enabled the Company to enhance its vertical integration capability through the acquisition of
businesses in the commercial and residential construction sectors, as well as electrical infrastructure services. In addition
to an increased vertical integration capability, the Group has expanded its geographical footprint with significant expansion
in the Central Queensland region with businesses that operate in the civil construction and hire, construction materials and
real estate segments.
The strong market fundamentals currently underpinning Maas Group, together with the significant investments already
made in strategic quarry and property portfolios have the Group well placed to deliver strong earnings growth for FY23 and
beyond.
Maas Group continues to be led by its founder, Wes Maas, and his strong, stable, experienced and passionate management
team. Wes and the team operate with a cohesive and high-performance culture and maintain a relentless focus on
creating value for shareholders. This focus is a natural alignment for them, given the high level of ongoing shareholding in
the Company held by Wes and his team. Given the number of acquisitions during the year, the team has focused on the
successful integration of the acquired business and maintaining the strong culture of the business. The Group’s culture has
been a key foundation for the success and growth of the business to date. Management remains committed to ensuring
that the high-performance culture is maintained across every part of its operations, including being instilled in its acquired
businesses.
The Company has continued to maintain a safe working environment with a “safety first” culture and a focus on continual
improvement. During the year, the Company also continued efforts to reduce the risk of the COVID-19 virus within the
workforce to minimise disruption to its operations.
I would like to thank my fellow Directors for their support and commitment during the year. I would like to thank our
former Director Neal O’Connor for his efforts and contribution during his time on the Board. I would also like to thank and
congratulate our executive management team, led by Wes Maas, for their efforts to deliver an outstanding financial result
and provide a strong platform to achieve continued business growth.
All our staff, contractors and suppliers have contributed to Maas Group’s successful year and their efforts are also
acknowledged and greatly appreciated.
“The strong market fundamentals
currently underpinning Maas
Group, together with the significant
investments already made in strategic
quarry and property portfolios, have
the Group well placed to deliver strong
earnings growth for FY23 and beyond.
Finally, thank you to our shareholders for your ongoing support of the Company, including participation in the Company’s
capital raisings over the past year. Together, we continue to build a great Australian business and I look forward to your
continuing support and reporting to you in 12 months on another year of substantial achievement and growth for Maas
Group.
Yours sincerely
Stephen Bizzell
Chairman
10 | Chairman’s Letter
Chairman’s Letter | 11
Chairmans Letter | 11
Maas Group Holdings (ASX:MGH)
Annual Report 2022
“
These results are a credit to the team
we have built and our commitment
and care at every level of the
organisation to drive value for both our
customers and our business.
CEO Report
At Maas, we have a reputation for doing what we say we are going to do, and our FY22 result is again evidence of that
Care and commitment
commitment.
Despite the challenges faced by many businesses over the last 12 months, Maas has delivered another year of strong growth,
with net profit after tax of $61.6m representing a 78% increase from the prior year’s result. This progress has been driven
through a combination of organic business growth and strategic acquisitions in the Civil Construction and Hire, Construction
Materials and Real Estate segments.
The culture at Maas is truly unique to our business and is supported by our strong set of organisational values.
As we have grown and expanded in both headcount and geographies, a key focus has been ensuring the strong culture and
guiding principles upon which the business was founded remain strong. Most critical to that is our commitment to the safety
of our people. This year, the business launched the Health and Safety Strategy 2022 – 2024, which clearly outlines the three
pillars to focus our safety efforts and deliver results – our people; risk management; and systems. These pillars are supported
These results are a credit to the team we have built and our commitment and care at every level of the organisation to drive
by genuine consultation with our people and a commitment to communication.
value for both our customers and our business.
Financial results and capital investments
At a Group level, we continue to invest in retaining our people through programs to support home-grown talent
development, as well as attracting new talent so our business can continue to deliver into the future.
The business has achieved proforma EBITDA of $125.1m. This result represents a growth of 65% on the prior financial year and
We remain embedded and engaged in our local communities through the ongoing support of our charity partners, local
is at the top end of the guidance range provided by Maas of $115 - $125m in May 2022.
sporting clubs and community initiatives. The towns and cities where we operate give us so much, and we will continue to
Disciplined and strategic capital investment has continued to underpin our growth strategy. FY22 saw the business acquire
remain embedded and actively involved.
several strategic holdings in the Central Queensland market, including quarry sites and additional concrete plants, as well as
To the Maas leadership team, as well as the broader team at every level – thank you for your care and commitment to the
established civil and rail maintenance company, Schwarz Excavations. We also acquired Ellida Estate in Rockhampton, which
business and our objectives this year. I am proud to come to work each day and observe the passion and focus of the team.
will increase our residential real estate inventory to over 8,000 lots. We also invested in growing our current capability in the
specialist electrical category with the acquisition of Garde. This established brand will further support our civil capability in
both metro and regional markets.
We continued our investment in commercial real estate assets through the acquisition of Spacey Self Storage, David Payne
Constructions, Maas Constructions and Astleys. These companies also bring strong leadership, with an experienced and
capable team underpinning them well into the future.
These acquisitions, along with several other near-term opportunities currently underway, are paving the path for strong
earnings growth in FY23 and beyond. Entering FY23, Maas predicts pro forma EBITDA in the range of $180 - $200m,
representing year-on-year expected proforma EBITDA growth of between 44% - 60%.
I would like to thank the Board of Directors for their guidance, support and commitment over the last 12 months, as we have
propelled the company forward. I would also like to acknowledge our former Director, Neal O’Connor (resigned 1 August 2022)
for his contribution this year.
Finally, to our Shareholders, thank you for your trust over the last 12 months. I assure you of my continued dedication to
growing the company and continuing to deliver on what we say we will.
I am excited about the next 12 months and beyond. Maas is constantly looking forward and challenging the way we do
things, so we can exceed our goals and achieve excellent outcomes for our shareholders, our people, our customers and our
communities. Our culture of success, performance, care and commitment will support us to achieve our objectives.
12 | CEO Report
CEO Report | 13
Wes Maas
Chief Executive Officer (CEO) & Managing Director
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Kai Rindfleish,
Design Coordinator -
Maas Residential
Our People & Community
At Maas, a culture of commitment and care enables us to strive to create lasting impact, delivering
real and lasting benefits, not only to our shareholders but also to our staff, their families and the
broader community. Our business is underpinned by people and we are committed to ensuring
that our practices respect and deliver outcomes aligned to good corporate citizenship.
Our people
Over the last 12 months, Maas’ workforce continued to grow. We have over 1,500 staff across Australia and internationally.
We have invested in several satellite offices to meet our demand for talent. This is supported by our cloud-based IT
infrastructure and collaboration tools that give Maas’ workforce flexibility to work from anywhere, anytime. Access to
talented individuals underpins the success of our business in its next growth phase.
We continue to foster a culture that is values driven, delivering high performance, care, respect and commitment to
getting the job done. We both recognise and reward those who live and breathe our values through incentive programs
and career development opportunities.
Maas continuously invests in our people through personal development, training and mentorship. We want to see every
member of staff reach their objectives and fulfil their potential and we see enormous value in “developing our own”
through the recruitment, training and ongoing career
development of everyone within our organisation.
Maas currently employs 60 trade apprentices and
supports 17 trainees in accredited programs. In FY22
Maas engaged over $400,000 in Australian Skills
Quality Authority accredited courses for its employees,
of which 75% was leveraged through government
funding.
We support diversity and inclusion, and we believe our
workforce is representative of that in the industries
and markets we operate. We seek to support our
demand for talent based on qualifications, merit and
business need.
Our Values
“I like the teamwork and easygoing
mateship at work along with the
safety focus. People work hard to
get a job done and it is a friendly
place to work.
Dean McGovern
Mobile Plant Operator South
Keswick Quarry, Dubbo
Trust
Candour
Commitment
Ownership
Teamwork
Leadership
14 | Our People & Community
Our People & Community | 15
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Dubbo Maas
Macquarie
Titan Mud Run
Community
We believe that it is our business to build better communities.
Our projects are much more than business to us. We believe
they should contribute to the social, environmental and
economic future of each location we operate in, and we pride
ourselves on sustainable enterprise. It's why we also choose to
play an active role in our local communities, supporting events,
clubs and the people who need it most.
Maas is proud to support local events, charities and initiatives
that contribute to the social and economic benefit of our
community including:
■
Dollys Dream, a national charity supporting young people
and their families in addressing the impact of bullying,
anxiety, depression and youth suicide, through education
and awareness raising.
■
The Clontarf Foundation, which aims to improve the
education, life skills, self-esteem and hence employment
prospects of young Aboriginal and Torres Strait Islander
men across Australia.
■
Dubbo Hospital Children’s Ward through the annual Give
me 5 for Kids fundraising campaign.
■
Local community sporting and sporting tourism events,
including the Dubbo Macquarie Titan Mud Run, Dubbo and
District Junior Rugby League and the Annual NRL Regional
Round which in 2022 saw the South Sydney Rabbitohs and
Canberra Raiders face off in a sold-out event at Apex Oval in
Dubbo.
In addition to the initiatives above, we sponsor and donate
prizes to countless local teams and events in the communities
we operate. We are proud to support the local communities
that support us.
“
Maas has reinvested hundreds
of thousands of dollars back
into the community—
a commitment we'll continue
well into the future.
Wes Maas, Maas CEO
16 | Our People & Community
St Johns Junior
Rugby League
The Clontarf
Foundation
Our People & Community | 17
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Safety
Our most important asset is our people, and we believe all workers should return home safely at the end of the day. The
safety of our workforce will always be 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.
Our Health and Safety Strategy 2022 – 2024 has three key pillars to focus our efforts and deliver results.
1. Our People: Centred around our culture and the implementation of our Safety Slogan “Think Safe, Act Safe, Look After
Your Mate”. The Maas Safety Slogan outlines the behaviours we commit to and unifies us as a team. It focuses everyone
on the same safe behaviours and sets the business' expectations for all Business Units and all employees.
2. Risk Management: Maas has introduced Critical Risk Standards for situations or hazardous activity that have the
potential to lead to a fatality if established controls and defences are ineffective. Our targeted risk-based approach,
together with our behaviours, will deliver engaged leaders, empowered workers and positive safety culture.
3. 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. The key elements
of the Maas WHS management system are commitment, planning and design, implementation and integration,
measurement, evaluation and ongoing refinement. The Maas WHS management system is continuously improving and
James Knight,
JLE Labour Hire employee
working on the Redmix
Precast Shed in Dubbo
building on existing health and safety processes.
Our key pillars are supported by genuine consultation
that empowers workers to take ownership and provide
innovative solutions to uphold WHS standards. In
addition, ongoing communication facilitates engaged
and accountable leadership, which creates trust and
positive safety culture within the workforce.
Our benchmark Lost Time Injury Frequency Rate
(LTIFR) per 1 million hours worked was 3.6. This is an
improvement of 35% this financial year.
14
12
10
8
6
4
2
0
g
n
i
s
u
o
h
e
r
a
w
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u
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M
8.2
7.6
n
o
i
t
c
u
r
t
s
n
o
C
LTIFR
“Evidence shows that people recover
from an injury better when they
remain connected to the workplace.
Maas’ safety culture is focused on
ensuring that when people do get
injured, they are supported physically,
financially and emotionally to recover
and return to work safely.
Shareen Ali
Return to Work Coordinator
4.8
3.6
Y
F
H
G
M
i
g
n
n
M
i
* Industry figures based on Safe Work Australia: Australian Workers’ Compensation Statistics 2018-19, published Jan 2021 (most recent statistics
available). Safe Work Australia’s LTIFR based workers compensation injuries that resulted in 5 days or more of lost time from work. Maas LTIFR
reported above based on work related injury or illness of 5 days or more of lost time.
18 | Our People & Community
Our People & Community | 19
Waterways of Southlakes
Estate, Dubbo
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Environment
Maas is committed to managing and minimising its environmental footprint in a
responsible manner. Our businesses are governed by numerous pieces of legislation
that 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 operations. The processes we undertake, and which form part
of our Environmental Management Framework include:
■ 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 our operations, Maas has implemented a number of initiatives that contribute to
minimise the environmental impact of our operations and communities. Examples
of these initiatives include:
■ Construction of residential dwellings in accordance with the Buildings
Sustainability Index (BASIX). Our housing designs consider the thermal comfort
of the dwelling and incorporate water harvesting through the use of rainwater
tanks. Additionally, Maas 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 that is used in dust suppression;
■ Our Central Queensland quarries recycle fly ash (by-product of burning coal) for
use 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 the concrete mixing process.
Maas is currently conducting feasibility studies into the use of hydrogen as a fuel
supplement and establishing small scale solar farms on quarry buffer zones to
supplement power required for local operations.
Corporate Governance
Maas 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. Maas has prepared a statement
that sets out the corporate governance practices that were in operation during
the year and have identified any of the ASX Recommendations which have not
been followed, and where appropriate, provides 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
20 | Our People & Community
Our People & Community | 21
Maas Group Holdings (ASX:MGH)
Annual Report 2022
PBS Rated Truck and Dog on site at
South Keswick Quarry, Dubbo
Business Segments
Construction materials
Services: Regional Quarries | Redimix | Geo-Tech | Logistics
Operating under the Regional Group Australia and Redimix brands, our 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. It also provides transport and logistics services, with a large fleet of PBS
rated truck and dog combinations.
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 use 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.
Highlights – FY22:
FY23 Outlook:
■ Construction Materials FY22 EBITDA delivered strong growth on the prior
■ Strategic acquisitions pipeline
year despite record rain events.
■ 34 strategically located quarries with 25 in operation and planning and
development of new quarries in progress.
■ Plant upgrades completed and achieving lower cost of production targets.
■ Acquisitions in Central Queensland hub included Earth Commodities
Gladstone, Blackwater Quarries and Dawson Quarries completed in Q3
FY22. A total of 9 quarries provide operational scale and take advantage
of major infrastructure projects and supports further integration with the
development of acquired Real Estate assets – including Ellida Estate.
■ 7 concrete fixed plants established in key markets in FY22, including plant
DA approved, and construction commenced.
■ Logistics expanded to include concrete placement pumps & cement powder
tankers; total logistic fleet of 104 assets.
targeting major infrastructure
projects, and supporting
vertically integrated markets.
■ Inland Rail Project to progress
driving demand for quarry
product.
■ Implementation of Lean Quarry
Production programme to unlock
efficiencies and sustain the
lowest cost producer targets.
22 | Business Segments
Business Segments | 23
Jake Bell,
Operator at
Keswick civil
site in Dubbo
Civil Construction & Hire
Services: Civil | Equipment Hire | Electrical
Maas’ Civil Construction and Hire segment provides construction and above ground plant hire services to major civil and
infrastructure projects across Australia. In addition, through our electrical businesses JLE Electrical and Garde, we undertake
electrical infrastructure works for projects in NSW, WA and QLD, including underground electrical and hard-rock mining
projects. Services and plant and equipment are provided to various stages of the implementation of large and small civil
infrastructure projects, mining construction projects, mining production activities, and general building and construction
work.
In May 2022, Maas acquired Garde, a specialist and leading cable installation specialist and Level One ASP accredited
provider. We also expanded our civil capability into the Central Queensland market through the acquisition of Schwarz
Excavations, providers of specialist rail maintenance and civil services across Queensland.
Highlights – FY22:
FY23 Outlook:
■ Civil Construction and Hire FY22
■ Outlook remains strong, with a significant pipeline of infrastructure and
EBITDA delivered strong growth
renewable energy projects continue to come online over the next
on the prior financial year driven by
3-5 years.
organic and acquisition growth.
■ Maas’ capabilities will continue to expand with targeted acquisitions of
■ Integration synergies were realised
companies and talent.
through dedicated experienced
leadership, assets, equipment pools,
centralised systems and shared
services for project management,
engineering and back-office
administration support.
■ Strong second-hand machine sales
supported the Maas business model
■ Strong pipeline of work targeted for FY23 in the Civil Construction & Hire
segment.
■ Typical project term is 6-12 months.
■ Focus on business excellence and leadership development.
■ Ongoing development of capability aligned with major infrastructure and
renewable projects, including supporting the Maas Hub vertical integration
strategy.
of recycling plant and capital.
■ Leverage acquired capability from Garde acquisition to grow electrical
■ 20% increase in hire fleet assets from
business unit.
FY21 – increasing delivery capability.
■ Schwarz Excavation acquisition will strengthen vertical integration in Central
Queensland hub.
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Garde
In May 2022, Maas acquired Garde – specialist providers
of underground electrical cable installation and
maintenance services for high-voltage cables and assets
in Sydney and across New South Wales. This strategic
acquisition is highly complementary to Maas’ existing
Civil Construction and Hire business and expands our
capabilities to include a highly respected metro based
electrical infrastructure specialist.
24 | Business Segments
Business Segments | 25
Maas Group Holdings (ASX:MGH) Annual Report 2022
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Residential Sales Coordinator
James Hughes and Marketing
Specialist Adam Lloyd at the
Maas Display Village, Dubbo
Real Estate
Services: Residential Development | Home Building | Build-to-Rent | Leasing | Commercial Developments |
Commercial Construction | Building Materials
The Real Estate segment undertakes residential, commercial and industrial property developments in New South Wales
and Queensland, with a primary focus on key regional areas including Dubbo, Orange, Tamworth, Mudgee, Griffith and
Rockhampton. Through recent acquisitions, Maas has successfully increased the diversity of the residential and commercial
segments through exposure to new growth economies, and product diversity.
Residential Real Estate
Highlights – FY22:
■ FY22 residential settlements of 270 (FY21: 230), including 30 build to
rent assets.
■ Average regional land sale price up 25% from CY20.
■ Vertically integrated construction capability has proven to deliver
volume of residential lots at market velocity.
■ 70% of FY22 sales included house and land packages1 – up from
50% in FY21.
■ FY22 EBITDA per lot of $101k, exiting FY22 at $135k EBITDA per
lot2 driven by larger lot sizes and estate mix. FY23 EBITDA per lot
forecast to remain consistent with FY22 EBITDA per lot.
FY23 Outlook:
■ FY23 forecast includes 360-400 lot
settlements1 (versus 270 settlements in
FY22) and ~250 house starts.
■ Diversity in lot sizes and use to be
released to meet the market for
affordability and lifestyle.
■ New standard house plan designs to
be released designed from market
feedback, Lean construction processes
and efficient planning pathways.
■ Accelerated planning development
■ FY22 Targets achieved by managing wider industry impacts of
approvals to improve velocity of delivery
COVID-19, trade supplies and labour shortages through control of
and profit recognition.
lead times in planning and procurement.
■ Significant multi-year growth forecast from continued investment
in englobo land for mixed use master planned estates and
Land Lease Communities in Dubbo, Mudgee, Orange, Bathurst,
■ Increased demand for spec homes and
house and land packages as a result
of advertised stock levels remaining
extraordinarily low in existing housing
Tamworth, Griffith, Lithgow and Rockhampton.
market.
■ FY22 acquisitions in excess of 3,300 lots (70% growth) to the future
■ Land Lease Communities (LLC)
pipeline.
■ Residential portfolio in excess of 8,000 lots3 which will take over a
developments to commence in FY23
with settlements in the following year.
decade to deliver and current total book value of $117.2M.
■ Build to Rent (BTR) portfolio commences
■ Regional migration trends and continued investment in
infrastructure evident in Maas target markets.
■ Unlocking availability, diversity and affordability of housing is a key
political focus that will drive future demand.
1 House construction will commence in FY23
2 Includes Built to Rent EBITDA per lot contribution of ~$144k per lot
3 Product mix includes Land Lease Communities
multi-year stock planning to address
regional rental shortages and market
housing crisis.
■ Develop program to recycle
development value capital to fund future
opportunities.
1 Includes BTR
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Ellida Estate Rockhampton
In March 2022, Maas acquired the single largest residential
development pipeline in Rockhampton – Ellida Estate –
from Stockland. A proposed master planned community
of approximately 279ha and over 2,300 lots, Ellida Estate
is strategically positioned to absorb the major supply
of Rockhampton’s future urban growth. With Stage 1
DA approved, detailed construction delivery planning is
underway for commencement in FY23.
26 | Business Segments
Business segments | 26
Business Segments | 27
Dubbo RAAF Base
Commercial Real Estate
Highlights – FY22:
■ Acquisition of Spacey Self Storage added storage assets and development
pipeline. 528 units under operations. Price increases have been implemented
across the board and targeted expansion into Goulburn and new sites at Port
Stephens, Kempsey, Orange and Dubbo.
■ Acquisitions to enable commercial construction capability included David Payne
Construction and Maas Constructions (Maas Bros). Both companies come with
strong leadership and an experienced team and capability.
■ Maas Bros have successfully maintained its contract with IAG insurance and has
expanded into the Coffs Harbour region due to recent events.
■ Acquisition of Astleys Building Supplies expanded Maas’ range of products
and secures downstream supply chain of building materials for commercial
developments, commercial and residential construction. Astley’s has strong
alliances with building supplies buying groups.
■ Dubbo RAAF Base development acquired.
■ Book value of investment properties at 30 June 2022 of $87.2M and commercial
inventory of $0.5m, anticipated costs to complete these projects of ~$370.0m and
an anticipated GDV of in excess of $545.0m.
■ Weighted average capitalisation rate at 30 June 2022 of 6.36%.
FY23 Outlook:
■ Margin capture and self-
perform projects with our
construction capabilities
and building supply
segment.
■ Develop program to
recycle development value
capital to fund future
opportunities.
■ Realise opportunities for
rezoning within master
planned estates to achieve
maximum value for
commercial developments.
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Dubbo RAAF Base
This mixed-use site in South Dubbo will add an additional
10.5ha of industrial zoned land and 2.7ha of commercial
zoned land to the portfolio. The site will act as the new Maas
HQ, housing all local staff as well as our building supplies
business Astley’s. The additional industrial land will allow
for further expansion into the self storage market as we
see vacancy decline and market demand increase with
the expansion of regional towns. The project is expected
to commence in FY23 and be developed in stages over the
course of several years.
Image | The Rabul Building, Dubbo RAAF Base – concept render.
28 | Business Segments
Business Segments | 29
Maas Group Holdings (ASX:MGH) Annual Report 2022
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Jacon products being manufactured at
the VMS factory in Vietnam.
30 | Business Segments
Manufacturing
Services: Jacon | Toll Manufacturing | VMS
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 serves include Australia, Indonesia, Mongolia, South America and India.
Highlights – FY22:
■ Despite the global impact of COVID-19 the segment delivered positive EBITDA contribution.
■ Increased costs incurred for housing Vietnamese employees in a government enforced workplace COVID bubble.
■ Downstream supply chain was not insulated from global delays experienced.
■ Toll manufacturing and spare parts sales remained on budget, with repeat Toll work received from European customers.
■ Appointed distributor in key competitor market.
■ New products introduced to market:
□ Charjet
□ Maxijet
□ MKII
■ Pre/Post Scanner & Intellijet solutions
progressing from R&D to commercialisation.
FY23 Outlook:
■ Increase Toll Manufacturing.
■ Establish roadmap and development of Electric Vehicle
“EV” range of equipment.
■ Deploy distributors in key target independent markets.
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VMS Factory “3 Onsite”
At the peak of Vietnam’s 4th COVID-19
wave, the Vietnamese Government
subject factories operating in the Ho
Chi Minh City region to “3 on-site”
rules requiring them to either house
staff on-site or suspend operations.
From July to September 2021, 130
employees volunteered to be housed
in a COVID-19 bubble at the factory.
Maas supported their employees with
3 meals a day, regular laundry services,
bedding, recreational activities, and
entertainment.
The team created their own routine
of morning group exercises, building
and maintaining fruit and vegetable
gardens, as well as creating lanterns to
decorate and brighten up their space.
“
Those playgrounds and common activities
create a comfortable atmosphere that spreads
to each employee, helping them to forget their
homesickness, turning the days of quarantine
prevention into a special holiday, fitness, bonding.
Ms Thuy Nguyen
Admin VMS Engineering
Business Segments | 31
Maas Group Holdings (ASX:MGH)
Annual Report 2022
Maas Directors
WES MAAS
Chief Executive Officer (CEO) & Managing Director
STEPHEN BIZZELL
Non-Executive Chairman
Wes Maas was just 22 when he founded Maas and has
Stephen was appointed to the Board as part of the IPO of
been critical to growing it from one Bobcat and a tipper
Maas. He brings over 25 years of experience in the mining,
truck, to a successful ASX listed organisation. Today, with
energy, and financial services sectors.
over 20 years experience in the business, Wes, along with
Stephen is chairman of Bizzell Capital Partners Pty Ltd and
the leadership team, are responsible for achieving strategic
is also a director of Armour Energy Ltd (ASX: AJQ); Laneway
growth and delivering returns to Maas’ shareholders. Wes
Resources Ltd (ASX: LNY); Renascor Resources Ltd (ASX:
has been instrumental in setting the vision leading Maas
RNU) and Strike Energy Ltd (ASX: STX).
into the independent construction materials, equipment,
services and property provider it is today. He has set and
ingrained the values of the business, creating a culture
and organisation with a strong identity in all its operating
segments.
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 Resources until 2020.
He holds a Bachelor of Commerce from The University of
Queensland.
*Neal O'Connor - resigned from Board 1 August 2022
32 | Maas Directors
STEWART BUTEL
Independent Non-Executive Director
MICHAEL MEDWAY
Independent Non-Executive Director
Stewart was appointed to the Maas Board as part of
the IPO. He brings 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 currently Chairman of Jellinbah Group a large
unlisted mining company based in Queensland.
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.
Michael has worked in the professional accounting industry
for 30 years. He has been a Chartered Accountant for over
25 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 as part of the IPO
process.
Michael holds a Bachelor of Business (Accountancy) from
The University of Technology, Sydney.
DAVID KEIR
Independent Non-Executive Director
David was appointed to Maas Board of Directors in
September 2021.
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 Directors | 33
Executive Team
Craig Bellamy | Company Secretary and Chief Financial Officer (CFO)
Megan Byrne | Manager Corporate Finance
Craig joined Maas in May 2019 as Chief Financial Officer and is responsible for all
financial aspects of the Group including accounting, treasury, budgeting and tax. He was
appointed Company Secretary in October 2020. 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.
Megan joined Maas in February 2022 and is responsible for the Corporate Finance
activities of the Group including the execution of business acquisitions and other
corporate development activities. Megan has over 15 years of experience in Construction
Materials and has previously held various strategy and finance roles at Holcim Australia &
New Zealand. Megan holds a Bachelor of Commerce and is a Chartered Accountant.
Andrew Letfallah | Chief Operating Officer (COO)
Tanya Gale | Corporate Development Project Manager
Andrew joined Maas Group in 2019 with the objective of delivering profitable growth and
operational excellence specifically focused on the Commercial Property portfolio and Maas
Group integration. Andrew has over 20 years in leadership roles across sales, operations and
finance, with an esteemed career carved out across various divisions of Brambles Ltd (ASX:
BXB) and Iron Mountain (NYSE: IRM) integrating 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 (MBA) with a major in
Technology.
Tanya joined Maas in July 2019 with over 20 years of experience in the property and
construction sector and a track record in preparation and execution of IPOs, 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. Tanya supports the growth across the real estate and
construction segments.
Christine Ashcroft | Group Health and Safety Manager
Josh Large | Director Civil Construction & Hire
Christine joined Maas in 2021 to lead the health and safety function at the Group level.
Christine has 20 years experience in developing, implementing and governing risk and
safety compliance frameworks for organisations in the civil and mining sectors. Prior to
joining Maas, Christine was the General Manager Safety Risk and Governance at Coliban
Region Water Corporation and held safety, risk and assurance roles with Newcrest
Mining’s Cadia Valley Operation and Alkane Resources. Christine holds a Postgraduate
Diploma in Health Science (OHS) and Lead Auditor Integrated Management Systems
Exemplar Global - AU TL QM EM OH.
Damien Porter | Director Business Development
Damien joined Maas in 2005. With over 20 years of experience and relationships, Damien
brings a comprehensive knowledge of the civil infrastructure, mining and construction
materials industries. As the Director of Business Development, Damien is responsible
for driving growth through the delivery of major projects across the Group. Damien is
also involved with mergers and acquisitions with a focus on business opportunities that
complement existing capabilities and provide operational synergies across the Group.
Josh brings over 20 years of electrical and civil experience to the Group. As the Founder
of JLE Electrical, Josh has extensive business management and growth experience. In his
current role, Josh leads the Civil Construction and Hire segment, identifying opportunities
for both organic growth and strategic acquisitions. Josh is a licensed electrician and is
currently undertaking his Master of Business Administration (MBA).
34 | Executive Team
Executive Team | 35
Maas Group Holdings (ASX:MGH) Annual Report 2022 MAAS Group Holdings Limited ABN 84 632 994 542
Financial Report | 30 June 2022
Corporate Directory
30 June 2022
Directors
Stephen G Bizzell - Non-executive Chairman
Wesley J Maas - Managing Director and Chief Executive Officer
Stewart A Butel - Non-executive Director
Michael J Medway - Non-executive Director
David B Keir - Non-executive Director
Company secretary
Craig G Bellamy
Registered office and
Principal place of business 20 L Sheraton Road
Auditor
Solicitors
Bankers
Dubbo NSW 2830
BDO Audit Pty Ltd
Level 10, 12 Creek Street
Brisbane QLD 4000
Duffy Elliott
148 Brisbane Street
Dubbo
NSW 2830
Maddocks
Angel Place
Level 27
123 Pitt Street
Sydney NSW 2000
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)
Website
www.maasgroup.com.au
36 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 37
Directors’ report
30 June 2022
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 2022.
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
Wesley J Maas - Managing Director and Chief Executive Officer
Stewart A Butel
Michael J Medway
David B Keir (appointed 5 October 2021)
Neal M O’Connor (resigned 1 August 2022)
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, commercial
development, residential construction, commercial construction and building materials supplies in Regional New South
Wales, Queensland and Australian Capital Territory.
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 infrastructure 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:
Final dividend for the year ended 30 June 2021 of 3 cents per ordinary share
Interim dividend for the year ended 30 June 2022 of 2 cents (2021: 2 cents)
per ordinary share
Consolidated
2022
$’000
8,649
5,887
2021
$’000
5,299
14,536
5,299
A final dividend of 3.5 cents per ordinary share was declared subsequent to year end. All dividends paid in the period and
declared subsequent to year end were fully franked.
Review of operations and financial position
The profit for the consolidated entity after providing for income tax and non-controlling interest amounted to $61.562m (30
June 2021: $34.570m).
The consolidated entity enjoyed a strong result for the year ended 30 June 2022 through increased performance from
the Real Estate, Civil, Construction and Hire and Construction Materials operating segments. The FY22 EBITDA for the
consolidated entity increased by 77.9% compared to the prior year whilst the FY22 Adjusted EBITDA for the consolidated
entity increased by 74.5% 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 FY22 with Total Assets increasing by 93.6% to
$946.929m (FY21: $489.208m) and net assets increasing by 79.22% to $455.951m (FY21: $254.400m).
The increased financial position of the consolidated entity was due to an operating profit and increase in issued capital and
debt with the proceeds used to acquire a number of businesses and invest back into operations of the group.
Directors’ report
30 June 2022
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
Transaction costs in connection with the IPO and preparation towards IPO
Transaction costs relating to business combinations
Other non-recurring expenses
Adjusted EBITDA
Reconciliation of Adjusted EBITDA to Proforma EBITDA (unaudited):
Adjusted EBITDA
Pre-acquisition EBITDA
Share-based payment expense
Fair value movement on contingent consideration
Other non-operating expenses
Proforma EBITDA
Consolidated
2022
$’000
87,571
30,569
(45)
7,178
2021
$’000
47,241
15,706
(16)
7,495
125,273
70,426
-
3,122
409
1,753
1,294
342
128,804
73,815
Consolidated
2022
$’000
128,804
2,103
769
(6,546)
-
2021
$’000
73,815
1,626
352
-
115
125,130
75,908
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 EBITDA of business combinations where the company is entitled to pre-
completion profits and non-operational items during the year including share-based payments and fair value movement of
contingent consideration.
As noted above, the Real Estate, Civil, Construction and Hire and Construction Materials operating segments enjoyed
increased performance in FY22 compared to the prior year. Operating results of all segments is summarised below.
The Real Estate segment increased adjusted EBITDA by 144% to $53.242m for the year (FY21: $21.855m) through a
combination of improved performance from both the residential and commercial real estate divisions. Including Build-to-
Rent, Residential settlements for FY22 were 270 settlements as compared to 230 settlements in FY21 with FY22 settlements
achieving a higher margin per lot compared to FY21. This combined with fair value adjustments of $18.843m (FY21: $9.284m)
of the Commercial Property division, along with the performance of the Commercial Construction businesses (acquired
during FY22) underpinned the strong result for the segment.
The Civil, Construction and Hire segment saw an increase in adjusted EBITDA to $49.782m (FY21: $36.531m) representing
an increase of 36.2%. Each of the business units comprising the segment performed in accordance with expectations with
market conditions continuing to strengthen into FY23.
The Construction Materials segment increased adjusted EBITDA to $27.331m (FY21: $13.402m) representing an increase of
103.7%. The result was achieved despite higher-than-expected rainfall across operating regions for the year and vendor led
delays to key project deliverables including the Inland Rail. These delays have led to a strong pipeline of work to be delivered
in FY23.
38 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 39
MAAS Group Holdings Limited MAAS Group Holdings Limited
Directors’ report
30 June 2022
The Manufacturing segment witnessed adjusted EBITDA of $1.791m (FY21: $4.847m) in the period representing a decrease of
63%. The result was largely driven by COVID-19, impacting factory and production capacity as well as managing the current
global logistics and procurement challenges. The sales pipeline built through FY22 however has provided a platform for the
operating segment to deliver improved performance in FY23 with increased sales of machines and spare parts.
The consolidated entity enjoyed its first full year as a listed entity on the Australian Securities Exchange (ASX). This has
proven fruitful with continued access to capital to assist the growth witnessed during the period via Share Placement Plans,
Conditional Placements, Dividend Reinvestment Plans and Capital Raises. Support from banking partners was also noted
during the period with the extension of total facilities to $500.000m.
FY22 continued to represent a strong year of growth by acquisition with MGH completing multiple acquisitions across key
operating segments including Redimix Tamworth (Construction Materials), Inverell Aggregates (Construction Materials),
A1 Earthworx (Civil, Construction and Hire), Stanaway (Real Estate), Maas Brothers (Real Estate), Brett Harvey Designs
(Real Estate), Westwood Quarries (Construction Materials), Dawson Quarries (Construction Materials), Earth Commodities
(Construction Materials), Blackwater Quarries (Construction Materials), Astleys (Real Estate) and Garde (Civil, Construction
and Hire). For further information on completed transactions, refer below and also to note 37 Business Combinations.
In addition to these completed acquisitions, the consolidated entity also increased its residential and commercial
development footprint through the various acquisitions of the future master planned sites. The major acquisitions were in
Dubbo (RAAF Base Dubbo, Liberal Site, Church Street), Rockhampton (Ellida Estate), Orange (Leeds Parade), Self Storage
(Canberra, Albury, Dubbo, Bathurst, Goulburn, Kempsey) and Yatala.
The consolidated entity also announced further pending acquisitions to the ASX subsequent to 30 June 2022 with some of
these settling since year-end. Refer note 39 further information in relation to subsequent events.
Significant changes in the state of affairs
The consolidated entity acquired the following businesses during the year for a total consideration of $177.468m
(refer note 37):
Business
A1 Earthworx
GARDE
Segment
CCH
CCH
Blackwater Quarries
Dawson Quarries
Earth Commodities
Gladstone
Inverell
Redimix
Westwood
CM
CM
CM
CM
CM
CM
Astleys Building Supplies RE
RE
Brett Harvey
MAAS Construction and RE
MAAS Plumbing
Spacey Self Storage
Stanaway
RE
RE
CCH - Civil, Construction & Hire
CM - Construction Materials
RE - Real Estate
Activities and location
Civil construction and machinery business in Mudgee, NSW.
Specialist provider of underground electrical cable and installation operating in
Sydney, NSW.
Construction materials acquisition of four operating quarries and a concrete batch
plant operating in Blackwater, Central QLD.
Construction materials acquisition of two operating quarries operating in
Castlecreek, Central QLD.
Construction materials acquisition of two operating quarries operating near
Gladstone, QLD.
Land and business construction materials acquisition in Inverell, NSW.
A concrete and aggregate business operating in Tamworth, NSW.
Construction materials acquisition further increasing the group’s capability in
Central Queensland.
Plumbing & Hardware acquisition operating in Dubbo, NSW.
Residential home building company based in Dubbo, NSW whose acquisition
strengthens the vertically integrated house and land package delivery capability
within the real estate segment.
Commercial construction business located in Dubbo, NSW which will increase
capacity to deliver on the group’s commercial development portfolio.
Self-storage business operating in regional centres across NSW and ACT.
Commercial construction business located in Dubbo, NSW which will increase
capacity to deliver on the group’s commercial development portfolio.
MAAS Group Holdings Limited issued 30,325,004 new ordinary shares during the year, resulting in issued share capital
increasing from $279.635m to $432.530m (refer note 24). The share capital increase is represented by cash proceeds of
$90.666m from capital raises, a DRP of $14.105m and $49.633m as part consideration for businesses acquired during the
period.
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Directors’ report
30 June 2022
Matters subsequent to the end of the financial year
(a) Share Placement
On 29 July 2022, the company announced its intention to undertake a capital raising of $105.000m via a Placement,
comprising an Institutional Placement of $35.000m and a Founder and Management Placement of $70.000m via two
separate tranches. Proceeds of the capital raising will be used to fund growth and acquisition initiatives, including near-
term opportunities in the Construction Materials segment. Directors of MGH (or entities associated with them) and other
Founding Shareholders and executives of MGH have committed approximately $70.000m in the Founder and Management
Placement (subject to shareholder approval for related parties).
On 3 August 2022, MGH issued 8,750,000 fully paid ordinary shares in the company to institutional and professional investors
under the Institutional Placement announced on 29 July 2022. The company also issued 1,287,500 fully paid ordinary shares
in the company under Tranche 1 of the Founder and Management Placement announced on 29 July 2022. The second
tranche is due to close post the meeting of shareholders to consider the proposed placement to directors of MGH, which if
approved, is expected to occur in October 2022.
(b) Share purchase plan (SPP)
On 19 July 2022 MGH issued 636,364 fully paid shares in the company at an issue price of $5.50. These were the remaining
shares to be issued to investors pursuant to outstanding commitments to subscribe for the Share Purchase Plan Shortfall
previously announced and approved at the 2021 Annual General Meeting of 9 November 2021.
On 29 July 2022, as part of the capital raising announcement on 29 July 2022 outlined in (a) above, MGH also offered a Share
Purchase Plan to eligible Australian and New Zealand shareholders to raise up to $10.000m. The results of the SPP are due to
be announced on 19 August 2022.
(c) Dividend
The Directors declared a fully franked final dividend of 3.5 cents per share on 18 August 2022, which reflects a full year
dividend of 5.5 cents per share, an increase of 10% from the prior year.
(d) Acquisition
Schwarz
On 1 July 2022, the consolidated entity entered into an agreement to acquire Schwarz Excavations Pty Ltd (Schwarz) for an
initial cash payment of $34.858m and the issue of 913,194 shares in MGH for a total consideration of $38.620m (Acquisition
Consideration). Further cash consideration may be payable, contingent on Schwarz achieving certain EBITDA targets for the
three financial years following completion up to $3.000m. The acquisition completed on 22 July 2022. The financial effects
of this transaction have not been recognised at 30 June 2022. The operating results and assets and liabilities of the acquired
business will be consolidated from completion. The Schwarz business operations will be reported in the Civil, Construction &
Hire segment.
No other matter or circumstance has arisen since 30 June 2022 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 been included in this report because the directors believe it
would be likely to result in unreasonable prejudice to the consolidated entity.
Clermont Quarries
On 29 July 2022, the consolidated entity announced that it had entered into a binding agreement to acquire four hard rock
quarries and two sand quarries in the Isaac Region of Central Queensland. The agreement, which is an agreement to acquire
the business and assets, is subject to various third-party consents and customary completion conditions with the transaction
expected to complete by the end of August 2022. The consideration for the acquisition is $12.750m plus an amount for stock
of up to $2.200m, finalised at completion. The financial effects of this transaction have not been recognised at 30 June 2022.
The quarries will be reported in the Construction Materials segment.
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 listed above and has not breached nor
been subject to any penalty by the relevant authority.
40 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 41
MAAS Group Holdings Limited MAAS Group Holdings Limited
Directors’ report
30 June 2022
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Stephen G Bizzell
Non-executive Chairman
B. Com. MAICD
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 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.
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)
Special responsibilities:
Interests in shares:
UIL Energy Limited (1 August 2014 to 9 October 2019)
Chairman of the Company
Member of the Audit and Risk Committee
Member of the Remuneration and Nomination Committee
Member of the Health, Safety and Environment Committee
685,979
Name:
Title:
Qualifications:
Experience and expertise:
Wesley J Maas
Managing Director and Chief Executive Officer
None
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:
Interests in shares:
Managing Director and Chief Executive Officer
158,063,039
Name:
Title:
Qualifications:
Experience and expertise:
Stewart A Butel
Non-executive Director
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.
None
Other current directorships:
Former directorships (last 3 years): RPM Global Holdings Limited (from 1 September 2018 to 18 May 2020)
Special responsibilities:
Interests in shares:
Stanmore Coal Limited (from 18 September 2017 to 15 May 2020)
Chairman of the Health, Safety and Environment Committee
Chairman of the Related Party Committee
61,376
Directors’ report
30 June 2022
Name:
Title:
Qualifications:
Experience and expertise:
Michael J Medway
Non-executive Director
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 25 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:
Chairman of the Remuneration and Nomination Committee
Member of the Remuneration and Nomination Committee
Member of the Audit and Risk Committee
Member of the Health, Safety and Environment Committee
285,640
Experience and expertise:
Name:
Title:
Qualifications:
David B Keir (appointed 5 October 2021)
Non-executive Director
Bachelor of Applied Science (Built Environment), Graduate Diploma in Urban and
Regional Planning, Graduate Diploma in Project Management
David is a highly experienced executive with over 30 years in the property industry,
during which time he has successfully led and grown the value of several property
companies. David was from 2010 until 2016 the Managing Director and CEO of Devine
Limited, an ASX listed property group with operations in Queensland, New South
Wales, Victoria and South Australia and in regional geographies across Australia. David
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.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Chairman of the Audit and Risk Committee
Member of the Remuneration and Nomination Committee
Nil
Interests in shares:
Name:
Title:
Qualifications:
Experience and expertise:
Neal M O’Connor (resigned 1 August 2022)
Non-executive Director
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:
Chairman of the Audit and Risk Committee
Member of the Audit and Risk Committee
Member of the Related Party Committee
Chairman of the Remuneration and Nomination Committee
Member of the Remuneration and Nomination Committee
25,437*
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.
42 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 43
MAAS Group Holdings Limited MAAS Group Holdings Limited
Directors’ report
30 June 2022
Special responsibilities of Directors
The following changes occurred during the year in the sub-committees:
(1) Remuneration and Nomination Committee:
Michael Medway resigned as Chair of the Remuneration and Nomination Committee on 5 October 2021 at which point
he became a Committee Member. Neal O’Connor was appointed Chair of the Remuneration and Nomination Committee
on 5 October 2021, having been a Committee Member, up until he resigned as a Director of the Company and Chair
of the Remuneration and Nomination Committee on 1 August 2022. Stephen Bizzell resigned from the Committee on
5 October 2021, he was reappointed to the vacancy as a Committee Member on 1 August 2022 and Michael Medway
reappointed Chair as at the same date.
(2) Health, Safety and Environment Committee:
Stewart Butel was Chair of the Health, Safety and Environment Committee for the period, while Stephen Bizzell and
Michael Medway were Committee Members.
(3) Audit and Risk Committee:
Neal O’Connor resigned as Chair of the Audit and Risk Committee on 5 October 2021 at which point, he became a
Committee Member and Stephen Bizzell ceased being a Committee Member. David Kier was appointed Chair of the
Audit and Risk Committee on 5 October 2021 while Michael Medway was a Committee Member for the period. Neal
O’Connor resigned as a Director of the Company and a Member of the Audit and Risk Committee on 1 August 2022.
Stephen Bizzell was appointed to the vacancy as a Committee Member on the same date.
(4) Related Party Committee:
Stewart Butel was Chair of the Related Party Committee for the period, while Neal O’Connor was a Committee Member
up until his resignation as a Director of the Company and a Committee Member on 1 August 2022. David Keir was
appointed to the vacancy as a Committee Member on the same date.
Company secretary
Craig G Bellamy (BBus (Accountancy), CA) was appointed company secretary on 23 October 2020 and is the company’s Chief
Financial Officer. 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).
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 2022, and the number of meetings attended by each director were:
Stephen G BizzellA
Wesley J MaasB
Stewart A ButelC
Neal M O'Connor
Michael J Medway
David B Keir*
Stephen G BizzellA
Wesley J MaasB
Stewart A Butel
Neal M O'ConnorD
Michael J Medway
David B KeirE*
Full Board
Audit and Risk
Committee
Remuneration and
Nomination Committee
Attended
Held
Attended
Held
Attended
Held
17
17
17
17
17
11
17
17
17
17
17
11
2
-
-
5
5
3
2
-
-
5
5
3
1
-
-
2
2
1
1
-
-
2
2
1
Health, Safety &
Environment Committee
Related Party
Committee
Attended
Held
Attended
Held
4
-
4
-
4
-
4
-
4
-
4
-
-
-
1
1
-
-
-
-
1
1
-
-
A
Attended Remuneration and Nomination Committee and Related Party Committee meetings but not as a member of the
relevant committee (by invitation)
B Attended Audit & Risk Committee, Remuneration and Nomination Committee, and Health, Safety and Environment
C
Committee meetings but not as a member of the relevant committee (by invitation)
Attended Audit & Risk Committee and Remuneration and Nomination Committee meetings but not as a member of the
relevant committee (by invitation)
D Attended Health, Safety & Environment Committee meetings but not as a member of the relevant committee (by invitation)
E
Attended 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 5 October 2021
Directors’ report
30 June 2022
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
• Share-based compensation
• Additional information
• Additional disclosures relating to key management personnel
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:
• competitiveness and reasonableness
• acceptability to shareholders
• performance linkage / alignment of executive compensation
• 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:
• having economic profit as a core component of plan design
•
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
• 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.
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
$0.750m 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 $0.750m.
44 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 45
MAAS Group Holdings Limited MAAS Group Holdings Limited
Directors’ report
30 June 2022
Directors’ report
30 June 2022
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.
The executive remuneration and reward framework has two components:
• base pay and non-monetary benefits
• variable remuneration – short term incentives
• other remuneration such as superannuation and long service leave
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.
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: $0.072m). KPI’s include criteria at both an individual and consolidated entity
level including individual and company performance. The CFO’s 30 June 2021 STI (2021 STI) was assessed for the period 4
December 2020 to 30 June 2021 and amounted to $0.042m. The CFO’s 30 June 2022 STI (2022 STI) amounted to $0.072m.
Both the 2021 STI and 2022 STI were accrued for in the 30 June 2022 financial year.
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 2022.
Voting and comments made at the company’s 9 November 2021 Annual General Meeting (‘AGM’)
At the 9 November 2021 AGM, 99.98% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2021. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
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.
The key management personnel of the consolidated entity consisted of the following directors of MAAS Group Holdings
Limited:
Directors:
• Stephen G Bizzell (Chairman of the Board)
• Wesley J Maas (Chief Executive Officer)
• Stewart A Butel
• Neal M O’Connor
• Michael J Medway
• David B Keir (appointed 5 October 2021)
And the following person:
• Craig G Bellamy (Chief Financial Officer and Company Secretary)
Changes since the end of the reporting period:
Neal O’Connor resigned as Director on 1 August 2022.
Short-term benefits
Post-em-
ployment
benefits
Long-
term
benefits
Cash
salary &
fees
Annual
leave
accrual
STI
Accrual
Non-
Monetary
Superan-
nuation
Long
service
leave
Total
Proportion
of remu-
neration
that is per-
formance
base
$
$
$
$
$
$
$
%
Stephen G Bizzell
Stewart A Butel
Neal M O'Connor
Michael J Medway
David B Keir(1)
91,047
77,390
77,390
74,360
54,545
-
-
-
-
-
Wesley J Maas
360,000
17,999
-
-
-
-
-
-
Craig G Bellamy(2)
360,000
15,445
114,000
1,094,732
33,444
114,000
-
-
-
-
-
-
-
-
9,105
7,739
7,739
7,436
5,455
36,000
36,000
109,474
-
-
-
-
-
-
-
-
100,152
85,129
85,129
81,796
60,000
413,999
525,445
1,351,650
-
-
-
-
-
-
22%
(1) David Keir was appointed a Non-executive Director on 5 October 2021.
(2) The accrued bonus paid during the period is reflective of FY22 and also a seven month period in FY21. The seven
months was not accrued or awarded to Craig Bellamy in FY21 as the STI was not considered until the end of his 1st
anniversary of contract on 4th December 2021. The accrued bonus entails no associated KPI's, rather the amounts were
awarded at the discretion of the Remuneration and Nomination Committee for performance since the contract date.
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)
Short-term benefits
Post-em-
ploy-ment
benefits
Long-
term
benefits
Cash
Salary &
Fees
Annual
leave
accrual
Cash
bonus
Superan-
nuation
Long-
service
leave
Total
$
$
$
$
$
$
63,092
51,750
50,672
53,628
-
-
-
-
291,808
27,159
339,461
28,226
58,846
26,465
909,257
81,850
-
-
-
-
-
-
-
-
5,994
4,916
4,814
5,095
27,722
32,249
-
-
-
-
-
-
69,086
56,666
55,486
58,723
346,689
399,936
5,509
44,326
135,146
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.
46 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 47
MAAS Group Holdings Limited MAAS Group Holdings Limited
Directors’ report
30 June 2022
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Non-Executives:
Stephen G Bizzell
Stewart A Butel
Neal M O'Connor
Michael J Medway
David B Keir
Executives:
Wesley J Maas
Craig G Bellamy
Damien J Porter
Fixed remuneration
At risk – STI
At risk – LTI
2022
2021
2022
2021
2022
2021
100%
100%
100%
100%
100%
100%
85%
-
100%
100%
100%
100%
-
100%
100%
100%
-
-
-
-
-
-
15%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Directors’ report
30 June 2022
Performance rights
There were no performance rights over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2022.
There were no performance rights over ordinary shares granted to or vested by directors and other key management
personnel as part of compensation during the year ended 30 June 2022.
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 five years as required by the
Corporations Act 2001.
The earnings of the consolidated entity for the five years to 30 June 2022 are summarised below:
Sales revenue
Profit after income tax
2022
$’000
2021
$’000
2020
$’000
2019
2018
$’000
$’000
517,121
277,562
193,440
39,076
43,305
61,562
34,742
20,942
9,220
11,248
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
The proportion of the cash bonus paid/payable or forfeited is as follows:
Executives:
Craig G Bellamy
Cash bonus
paid/payable
Cash bonus
forfeited
2022
2021
2022
2021
Share price at financial year end ($)*
Total dividends paid (cents per share)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
2022
3.63
5.00
21.42
21.26
2021
5.60
2.00
14.37
14.33
2020
-
-
10.10
10.10
100%
-
-
-
* 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.
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:
Agreement commenced: 28 September 2020
Term of agreement:
Details:
Wesley J Maas
Chief Executive Officer
Ongoing
Wes is the founder, major shareholder and Managing Director of MGH. Wes entered into an
employment agreement with MGH in September 2020. Under the terms of his executive
contract, Wes is 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:
Agreement commenced: 27 May 2019
Term of agreement:
Details:
Craig G Bellamy
Chief Financial Officer
Ongoing
Craig is Chief Financial Officer of MGH. 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 required to provide 6 months’ notice in the event of resignation,
with the company also 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 2022.
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 2022.
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 2022.
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
David B Keir
Craig G Bellamy
Balance
at start of
year
Granted
as
compens-
ation
Options
exercised
Net
change
other*
Balance
at end of
year
649,362
149,401,642
58,684
25,150
100,600
-
181,081
150,416,519
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
36,617
685,979
8,661,397
158,063,039
2,692
61,376
287
25,437
185,040
285,640
-
-
-
181,081
- 8,886,033
159,302,552
* Includes the net balance of shares acquired or sold on market or pursuant to the capital raisings, dividend reinvestment
plans, conditional placements and share purchase plans during the year and/or held on appointment/resignation.
** Neal M O’Connor resigned on 1 August 2022.
48 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 49
MAAS Group Holdings Limited MAAS Group Holdings Limited
Directors’ report
30 June 2022
Directors’ report
30 June 2022
Other transactions with key management personnel
Related party transactions – Wesley Maas:
•
•
•
•
•
•
•
•
•
•
•
Wesley Maas is a director of Property Maintenance Australia Pty Ltd (PMA). During the 2022 financial year, the
consolidated entity engaged PMA to provide commercial flights to the consolidated entity’s locations throughout
Australia. Flights are charged at cost to the consolidated entity and the total charge for the 2022 financial year was
$175,872 (2021: $nil). During the 2021 financial year, the consolidated entity engaged PMA to provide property consulting
services to the value of $67,500 until September 2020 when the engagement ended. The contract was based on normal
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 $28,600 (2021: $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 $318,482 (2021: $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 commenced after a three-month rent-free period,
which ended in July 2021. The rental charge during the 2022 financial year was $491,549.
During the 2022 financial year, the consolidated entity recovered expenses of $1,786 from Choice Investments Dubbo Pty
Ltd, an entity controlled and/or associated with Wesley Maas.
At the Company’s AGM held on 9 November 2021, shareholder approval was obtained for Maas Group Developments
Pty Ltd, a wholly-owned subsidiary of the company, to exercise an option with MGFP Holdings Pty Limited as trustee for
MGFP Unit Trust to acquire the current Liberal Site at a market value of $6,950,000. MGFP Holdings Pty Limited is jointly
controlled by the parents of Wesley Maas and Emma Maas with the underlying beneficial and economic interest in the
MGFP Unit Trust also jointly held by the parents of Wesley Maas and Emma Maas.
At the Company’s AGM held on 9 November 2021, shareholder approval was obtained for Maas Group Developments Pty
Ltd, a wholly-owned subsidiary of the company, to exercise an option with W&E Maas Holdings Pty Limited as trustee for
the Maas Family Trust to purchase all of the shares in MAAS Group Properties Sheraton View Pty Limited at an exercise
price of $100. On exercise of the option, Choice Investments (Dubbo) Pty Ltd (an entity controlled and/or associated with
Wesley Maas), who paid the first and second instalments of the purchase price and all transaction costs in relation MAAS
Group Properties Sheraton View Pty Limited’s purchase of the Sheraton Site, was entitled to repayment of these amounts
totalling $1,469,854. Wesley and Emma Maas are controlling shareholders of W&E Maas Holdings Pty Limited and
beneficiaries of the Maas Family Trust.
At the Company’s AGM held on 9 November 2021, shareholder approval was obtained for Maas Group Developments Pty
Ltd, a wholly-owned subsidiary of the company, to purchase all of the shares in Maas Group Properties Bunglegumbie
East Pty Ltd at a purchase price of $100. On completion of the share purchase, W&E Maas Holdings Pty Limited acting as
trustee for the Maas Family Trust, who funded the deposit and all transaction costs in relation MAAS Group Properties
Bunglegumbie East Pty Ltd’s purchase of the Bunglegumbie Site, was entitled to repayment of these amounts totalling
$158,371. Wesley and Emma Maas are controlling shareholders of W&E Maas Holdings Pty Limited and beneficiaries of the
Maas Family Trust.
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 2021 financial 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. There was no rent paid to Mallee Bull Property Trust during the 2022 financial year.
The consolidated entity provided 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 was negotiated on arms-length, commercial terms prior to Stephen’s appointment as
a Director and Chairman of MGH. MGH recognised $1,973,016 of construction services revenue during the 2021 financial
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.
Related party transactions – Michael Medway:
•
Michael Medway provides 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 $79,000 (2021: $9,000).
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
Travel
Other transactions:
Acquisition of minority interest in subsidiary
Costs recovered from related party
Unsubscribed DRP shares underwritten by companies associated with the CEO
Amounts recognised directly in equity:
Advisory services – capital raising
2022
$
-
2021
$
1,973,016
79,000
367,688
-
67,500
838,631
343,084
175,872
-
1,093,503
778,272
-
106,030
1,786
3,986,640
-
-
3,988,426
106,030
2022
$
-
2021
$
152,612
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)
-
1,471,519
138,556
56,962
There were no other transactions with key management personnel.
Loans to/from key management personnel
There were no loans to or from key management personnel during the 2022 financial year.
2021
Related party entity
KMP related
Balance
at start of
year
Converted
into shares
Net loan
payment
Balance at
end of year
Choice Investments Dubbo Pty Ltd
Wesley Maas
24,021,530
-
(24,021,530)
Old Man Investments Pty Ltd
Damien Porter
253,903
(253,903)
-
24,275,433
(253,903)
(24,021,530)
$
$
$
$
-
-
-
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.
50 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 51
MAAS Group Holdings Limited MAAS Group Holdings Limited
Directors’ report
30 June 2022
Directors’ report
30 June 2022
Rounding of amounts
The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations
Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
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.
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
18 August 2022
Dubbo
Wesley J Maas
Managing Director and Chief Executive Officer
Shares under performance rights
Unissued ordinary shares of MAAS Group Holdings Limited under performance rights at the date of this report are as follows:
Grant date
23/12/2021
23/12/2021
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
Expiry date
Exercise price
Number under rights
23/12/2022
23/12/2023
22/03/2023
22/03/2024
22/03/2025
22/03/2026
22/03/2027
30/06/2023
30/06/2024
30/06/2025
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
18,868
18,868
8,696
8,696
8,696
8,695
8,695
33,271
33,271
33,271
181,027
Those granted a performance right, upon vesting, are entitled to receive one ordinary share per performance right held.
For further information regarding the issuance and mechanics of the performance rights, refer to note 42 Share-based
payments.
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 2022 and up to the date of this report.
Shares issued on the exercise of performance rights
There were no ordinary shares of MAAS Group Holdings Limited issued on the exercise of performance rights during the year
ended 30 June 2022 and up to the date of this report.
Indemnity and insurance of Directors, Officers or 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.
During the financial year the company paid a premium to insure each of the directors against liabilities for costs and
expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in a capacity of
Director other than conduct involving a wilful breach of duty in relation to the Group. The contract of insurance prohibits
the disclosure of the nature of the liabilities covered and the amount of the premium paid. The Corporations Act does not
require disclosure of the information in these circumstances.
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 33 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 33 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.
•
52 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 53
MAAS Group Holdings Limited MAAS Group Holdings Limited Auditor’s independence declaration
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
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 2022, 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, 18 August 2022
Contents
30 June 2022
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Note 1. General information
Note 2. Significant accounting policies
Note 3. Critical accounting judgements, estimates and assumptions
Note 4. Operating segments
Note 5. Revenue
Note 6. Other income
Note 7. Expenses
Note 8. Income tax
Note 9. Cash and cash equivalents
Note 10. Trade and other receivables
Note 11. Contract assets
Note 12. Inventories
Note 13. Non-current assets classified as held for sale
Note 14. Other assets
Note 15. Investments accounted for using the equity method
Note 16. Investment properties
Note 17. Property, plant and equipment
Note 18. Intangibles
Note 19. Trade and other payables
Note 20. Contract liabilities
Note 21. Borrowings and lease liabilities
Note 22. Employee benefits
Note 23. Provisions
Note 24. Issued capital
Note 25. Other equity
Note 26. Reserves
Note 27. Retained profits
Note 28. Dividends
Note 29. Financial instruments
Note 30. Fair value measurement
Note 31. Contingent liabilities
Note 32. Commitments
Note 33. Remuneration of auditors
Note 34. Key management personnel disclosures
Note 35. Related party transactions
Note 36. Parent entity information
Note 37. Business combinations
Note 38. Interests in subsidiaries
Note 39. Events after the reporting period
Note 40. Cash flow information
Note 41. Earnings per share
Note 42. Share-based payments
Directors’ declaration
Independent auditor’s report to the members of MAAS Group Holdings Limited
56
57
59
60
61
61
61
64
66
69
73
73
74
77
77
78
78
79
80
80
83
84
86
89
89
90
93
94
95
97
97
98
99
99
103
105
105
105
106
106
108
110
116
119
120
122
122
125
126
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.
54 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 55
MAAS Group Holdings Limited MAAS Group Holdings Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2022
Consolidated statement of financial position
As at 30 June 2022
Revenue
Share of profits of associates accounted for using the equity method
Other income
Interest revenue
Net fair value gain on investment properties
Expenses
Note
5
15
6
45
16
Consolidated
2022
$’000
517,121
761
9,689
16
2021
$’000
277,562
-
1,624
18,843
9,284
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Inventories
Purchases of raw materials and consumables used and changes in inventories
12
(254,343)
(134,258)
Income tax refund due
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
Legal, audit, accounting and consultants
Motor vehicle and plant 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
Owners of MAAS Group Holdings Limited
Total comprehensive income for the year is attributable to:
Non-controlling interest
Owners of MAAS Group Holdings Limited
Basic earnings per share
Diluted earnings per share
(301)
(51)
(97,679)
(46,584)
(30,569)
(15,706)
-
(3,122)
(3,255)
(15,182)
(6,751)
(24,960)
(681)
(3,139)
(11,728)
(7,178)
87,571
(1,753)
(1,294)
(2,658)
(5,972)
(3,975)
(11,178)
(50)
(1,384)
(8,887)
(7,495)
47,241
(26,009)
(12,499)
61,562
34,742
861
861
(982)
(982)
62,423
33,760
-
61,562
61,562
-
62,423
62,423
Cents
21.42
21.26
172
34,570
34,742
172
33,588
33,760
Cents
14.37
14.33
7
8
27
41
41
Non-current assets classified as held for sale
Other assets
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 assets
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
Deferred tax liability
Employee benefits
Provisions
Other - deferred consideration payable
Total non-current liabilities
Total liabilities
Net assets
Note
Consolidated
2022
$’000
2021
$’000
9
10
11
12
8
13
14
12
15
16
17
18
8
14
19
20
21
8
22
23
21
8
22
23
52,452
86,525
26,785
87,895
-
-
13,648
17,996
37,745
8,619
57,005
1,671
4,280
4,409
267,305
131,725
77,599
8,761
124,600
31,860
8,000
25,843
322,571
232,997
132,642
54,285
13,296
155
4,361
137
679,624
357,483
946,929
489,208
67,411
17,250
57,908
1,232
7,247
3,434
1,261
38,253
7,038
35,603
-
4,109
1,129
333
155,743
86,465
271,577
49,824
499
13,335
-
121,281
25,338
391
1,000
333
335,235
148,343
490,978
234,808
455,951
254,400
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
56 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 57
MAAS Group Holdings Limited MAAS Group Holdings Limited
Consolidated statement of financial position
As at 30 June 2022
Consolidated statement of changes in equity
For the year ended 30 June 2022
Equity
Issued capital
Other equity
Reserves
Retained profits
Total equity
Note
24
25
26
27
Consolidated
2022
$’000
2021
$’000
432,530
279,635
3,354
3,354
(107,556)
(109,186)
127,623
80,597
455,951
254,400
Consolidated
Balance at 1 July 2020
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:
153,643
-
-
-
Issued
capital
Other
equity
Reserves
$’000
$’000
$’000
(108,659)
Retained
profits
Non-
controlling
interests
Total
equity
$’000
51,326
$’000
$’000
2,452
98,762
-
-
-
-
-
-
3,354
-
-
-
34,570
172
34,742
(982)
-
-
(982)
(982)
34,570
172
33,760
-
352
-
103
-
-
-
-
-
-
-
125,992
352
3,354
(2,624)
(2,521)
279,635
3,354
(109,186)
80,597
-
(5,299)
-
-
(5,299)
254,400
Issued
capital
Other
equity
Reserves
Retained
profits
Non-
controlling
interests
Total
equity
$’000
$’000
$’000
$’000
$’000
$’000
279,635
3,354
(109,186)
80,597
Contributions of equity, net of transaction costs
(note 24)
125,992
Share-based payments (note 42)
Deferred consideration (note 24)
Transactions with non-controlling interests
(note 38)
Dividends paid (note 28)
Balance at 30 June 2021
Consolidated
Balance at 1 July 2021
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 24)
152,895
Share-based payments (note 42)
Dividends paid (note 28)
Balance at 30 June 2022
-
-
-
-
-
-
-
861
861
-
769
61,562
-
61,562
-
-
-
(14,536)
432,530
3,354
(107,556)
127,623
-
-
-
-
-
-
-
-
254,400
61,562
861
62,423
152,895
769
(14,536)
455,951
-
-
-
-
-
-
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
58 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 59
MAAS Group Holdings Limited MAAS Group Holdings Limited Consolidated statement of cash flows
For the year ended 30 June 2022
Notes to the consolidated financial statements
30 June 2022
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Payments for land held for development and resale and development costs
(inclusive of GST)
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
Payment for investment in associate
Payments for investment property
Payments for property, plant and equipment
Payments for intangibles
Payments for non-controlling interest in subsidiary
Payments for deposits
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
Payment for contingent and deferred consideration (long term)
Payment of lease liabilities
Net proceeds from/(payments of) borrowings
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
Cash and cash equivalents at the end of the financial year
Note
Consolidated
2022
$’000
2021
$’000
536,271
300,694
(440,487)
(214,049)
95,784
86,645
(70,457)
(33,220)
45
(6,213)
(11,708)
40
7,451
16
(3,689)
(5,474)
44,278
37
15
38
40
40
40
9
(96,314)
(29,665)
-
(8,000)
(66,218)
(2,143)
(59,104)
(38,291)
-
-
(792)
3,000
9,003
(29)
(2,520)
(1,402)
2,769
9,670
(210,425)
(69,611)
94,653
(1,323)
(13,312)
82,000
(510)
(8,209)
163,339
(39,001)
(1,509)
(4,418)
237,430
34,456
17,996
52,452
(2,054)
(1,350)
30,876
5,543
12,453
17,996
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.
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 18 August 2022. 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.
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, and investment properties.
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 36.
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 2022 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’.
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 37. 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.
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.
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
60 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 61
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
Notes to the consolidated financial statements
30 June 2022
Note 2. Significant accounting policies (continued)
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.
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.
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.
62 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 63
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
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.
Rounding of amounts
The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations
Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
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 2022. 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.
Notes to the consolidated financial statements
30 June 2022
Note 3. Critical accounting judgements, estimates and assumptions (continued)
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 forward-looking information that is
available. Refer to note 10 for further information.
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 non-strategic 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 (2021: 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 30. 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.
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 23), 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 and where contingent consideration includes a variable number of shares, the
contingent liability fair value is affected by the fluctuations in the company’s share price (on date of acquisition and each
reporting date). 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 37 for further information.
64 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 65
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 4. Operating segments
Identification of reportable operating segments
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 Construction: builds and constructs commercial developments
- 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 and underground plant hire for major infrastructure and
tunnelling projects
- Electrical Services: electrical infrastructure, communications and specialised services
- 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
Other
- Quarries: supply of quarry materials to construction projects
- Crushing and Screening: mobile crushing and screening for quarries, civil works 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 non-market 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
For the year ended 30 June 2022, there was no customer who contributed more than 10% to the consolidated entity's
revenue. For the year ended 30 June 2021, there was one customer who contributed more than 10% to the consolidated
entity's revenue.
Notes to the consolidated financial statements
30 June 2022
Real
Estate
Civil con-
struction
& hire
Manufac-
turing
Con-
struction
materials
Other
Elimina-
tions &
adjust-
ments
Total
Consolidated 2022
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Revenue
Sales to external customers
161,076
221,273
19,462
108,082
Intersegment sales
Total sales revenue
Other revenue
Interest revenue
Total revenue
6,533
30,560
317
6,481
167,609
251,833
19,779
114,563
2,762
13
440
2
(2)
23
4,028
7
170,384
252,275
19,800
118,598
-
-
-
-
-
-
-
509,893
(43,891)
-
(43,891)
509,893
-
-
7,228
45
(43,891)
517,166
Adjusted EBITDA*
53,242
49,782
1,791
27,331
(1,933)
(1,409)
128,804
Depreciation and amortisation
(354)
(17,930)
(1,432)
(11,170)
Interest revenue
Finance costs
Transaction costs relating to
business combinations
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:
(2)
-
13
2
23
7
(529)
(1,786)
(403)
(1,192)
(3,268)
-
-
(8)
-
-
-
(253)
(2,861)
-
(409)
319
(30,569)
-
-
-
-
45
(7,178)
(3,122)
(409)
52,372
30,060
(21)
14,723
(8,473)
(1,090)
87,571
(26,009)
61,562
334,670
306,882
47,312
236,283
24,429
(2,647)
946,929
946,929
Investments in associates
8,761
-
Acquisition of non-current assets
179,679
70,546
-
115
-
82,114
-
-
-
8,761
(777)
331,677
Liabilities
Segment liabilities
Total liabilities
90,414
124,691
13,061
72,832
187,822
2,158
490,978
490,978
* 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.
66 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 67
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 4. Operating segments (continued)
Real
Estate
Civil con-
struction
& hire
Manufac-
turing
Con-
struction
materials
Other
Elimina-
tions &
adjust-
ments
Total
Consolidated 2021
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Revenue
Sales to external customers
53,271
161,542
Adjusted EBITDA*
21,855
36,531
4,847
13,402
(780)
(2,040)
73,815
Depreciation and amortisation
(44)
(10,897)
(1,100)
(4,324)
Intersegment sales
Total sales revenue
Other revenue
Interest revenue
Total revenue
Interest revenue
Finance costs
Transaction costs in connection
with the IPO
Transaction costs relating to
business combinations
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:
-
20,192
21,911
1,299
36,392
5,261
53,271
181,734
23,210
41,653
2,036
1,085
12
2
57
1
1,277
-
55,319
182,821
23,268
42,930
-
-
-
-
1
1
-
273,116
(26,752)
-
(26,752)
273,116
(9)
-
4,446
16
(26,761)
277,578
-
1
659
(15,706)
-
16
12
2
1
-
(481)
(2,038)
(472)
(729)
(3,458)
(317)
(7,495)
-
-
-
-
-
(342)
-
-
-
-
(1,753)
-
(1,753)
(574)
(720)
- (1,294)
-
-
-
(342)
21,342
23,256
3,276
7,775
(6,710)
(1,698)
47,241
(12,499)
34,742
102,238
226,310
40,144
120,375
3,383
(3,242)
489,208
489,208
Investments in associates
8,000
-
Acquisition of non-current assets
32,472
39,599
-
173
-
37,367
-
-
-
-
8,000
109,611
Notes to the consolidated financial statements
30 June 2022
Note 5. Revenue
Revenue from contracts with customers
Construction - civil infrastructure (i)
Construction - residential & commercial (i)
Electrical service (i)
Repairs (i)
Sale of goods - plant, equipment, parts, building materials, road-base and aggregates (ii)
Land development and resale (ii)
Geotechnical services (ii)
Other revenue
Equipment and machinery hire
Management fees
Rent
Other revenue
Revenue
Consolidated
2022
$’000
63,384
88,070
47,989
1,886
171,762
64,685
19,374
2021
$’000
34,465
14,770
40,796
1,714
101,830
38,501
6,940
457,150
239,016
52,743
34,100
-
2,164
5,064
59,971
517,121
1,440
484
2,522
38,546
277,562
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
Included in the following tables are reconciliations of the disaggregated revenue and other income with the consolidated
entity’s reportable segments (refer note 4).
2022
$’000
$’000
$’000
$’000
$’000
$’000
Real
estate
Civil con-
struction
& hire
Manufac-
turing
Con-
struction
materials
Elimina-
tions
Total
Liabilities
Segment liabilities
Total liabilities
26,145
108,680
15,049
47,803
37,442
(311)
234,808
Construction - civil infrastructure
-
91,131
Construction - residential & commercial
94,603
-
234,808
Electrical service
Repairs
-
-
47,989
1,886
-
-
-
-
-
-
-
-
(27,747)
63,384
(6,533)
88,070
-
-
47,989
1,886
* 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.
Geographical information
For the financial year ended 30 June 2022, revenue from external customers attributed to foreign countries amounted
to $9.137m (30 June 2021: $16.340m). 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
$657.620m (2021 - $353.418m) and non-current assets located in foreign countries (Vietnam and Indonesia) amounted to
$9.554m (2021 - $9.664m). No non-current 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.
Sale of goods - plant, equipment, parts,
building materials, road-base and aggregates
8,321
57,285
19,779
94,427
(8,050)
171,762
Land development and resale
Geotechnical services
64,685
-
-
-
-
-
-
19,374
-
-
64,685
19,374
Revenue from contracts with customers
167,609
198,291
19,779
113,801
(42,330)
457,150
Equipment and machinery hire
-
53,542
-
762
(1,561)
52,743
Total sales revenue per segment
167,609
251,833
19,779
114,563
(43,891)
509,893
68 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 69
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 5. Revenue (continued)
2022
Other revenue
Equipment and machinery hire disclosed in
sales revenue per segment
Total other revenue per segment
2,762
440
Real
estate
Civil con-
struction
& hire
Manufac-
turing
Con-
struction
materials
Elimina-
tions
Total
$’000
$’000
$’000
$’000
$’000
$’000
2,762
53,982
-
(53,542)
(2)
-
(2)
4,790
(1,561)
59,971
(762)
1,561
(52,743)
4,028
-
7,228
2021
$’000
$’000
$’000
$’000
$’000
$’000
Real
estate
Civil con-
struction
& hire
Manufac-
turing
Con-
struction
materials
Elimina-
tions
Total
Construction - civil infrastructure
-
50,168
Construction - residential & commercial
14,770
-
Electrical service
Repairs
Sale of goods - plant, equipment, road-base
and aggregates
-
-
-
42,032
1,714
-
-
-
-
-
-
-
-
(15,703)
34,465
-
14,770
(1,236)
40,796
-
1,714
54,995
23,210
31,941
(8,316)
101,830
Land development and resale
Geotechnical services
38,501
-
-
-
-
-
-
6,940
-
-
38,501
6,940
Revenue from contracts with customers
53,271
148,909
23,210
38,881
(25,255)
239,016
Equipment and machinery hire
-
32,825
-
2,772
(1,497)
34,100
Total sales revenue per segment
53,271
181,734
23,210
41,653
(26,752)
273,116
2021
Other revenue
Equipment and machinery hire disclosed in
sales revenue per segment
Total other revenue per segment
2,036
1,085
Real
estate
Civil con-
struction
& hire
Manufac-
turing
Con-
struction
materials
Elimina-
tions
Total
$’000
$’000
$’000
$’000
$’000
$’000
2,036
33,910
-
(32,825)
57
-
57
4,049
(1,506)
38,546
(2,772)
1,497
(34,100)
1,277
(9)
4,446
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.
Notes to the consolidated financial statements
30 June 2022
Note 5. Revenue (continued)
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 & commercial
The consolidated entity derives revenue from the construction of residential houses and commercial developments in the
NSW and ACT areas. Contracts entered into for the construction of a residential dwelling or commercial developments are to
be taken to be one performance obligation and a 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.
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: repairs
The consolidated entity performs repairs to machinery 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.
70 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 71
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
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
Fair value gain on remeasurement of contingent consideration (note 23)
Net gain on disposal of investment properties held for sale
Write back of provision for expected credit loss
Other income
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
Share-based payments expense - employee benefits
Consolidated
2022
$’000
2,649
-
305
189
6,546
-
-
9,689
2021
$’000
952
10
141
45
-
80
396
1,624
Consolidated
2022
$’000
2021
$’000
4,248
2,930
7,178
5,137
2,358
7,495
7,180
3,425
769
352
Notes to the consolidated financial statements
30 June 2022
Note 5. Revenue (continued)
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.
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.
72 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 73
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 8. Income tax
Notes to the consolidated financial statements
30 June 2022
Note 8. Income tax (continued)
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
Increase in deferred tax liabilities
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:
Non-assessable income
Other non-deductible expenses
Adjustment recognised for prior periods
Difference in overseas tax rates
Income tax expense
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)
Consolidated
2022
$’000
13,085
12,924
-
2021
$’000
4,723
8,758
(982)
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Carried forward losses acquired through business combinations
26,009
12,499
Property, plant and equipment
(3,548)
16,472
12,924
87,571
26,271
(690)
253
25,834
-
175
26,009
(547)
9,305
8,758
47,241
14,172
-
337
14,509
(982)
(1,028)
12,499
Consolidated
2022
$’000
2021
$’000
(303)
(616)
Employee benefits
Provisions
Transaction/issuance costs
Other
Deferred tax asset
Movements:
Opening balance
Credited to profit or loss
Credited to equity
Additions through business combinations (note 37)
Closing balance
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment
Deferred/contingent consideration
Customer contracts/relationships
Other
Deferred tax liability
Movements:
Opening balance
Charged to profit or loss
Charged to equity
Additions through business combinations (note 37)
Closing balance
Income tax refund due
Income tax refund due
Consolidated
2022
$’000
2021
$’000
2,460
4,996
2,316
1,949
967
608
13,296
4,361
3,548
2,904
2,483
13,296
-
773
1,160
205
1,447
776
4,361
2,459
547
616
739
4,361
Consolidated
2022
$’000
2021
$’000
44,717
23,961
1,889
2,209
1,009
-
1,355
22
49,824
25,338
25,338
16,472
2,601
5,413
49,824
14,089
9,305
-
1,944
25,338
Consolidated
2022
$’000
2021
$’000
-
1,671
74 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 75
MAAS Group Holdings Limited MAAS Group Holdings Limited Notes to the consolidated financial statements
30 June 2022
Note 8. Income tax (continued)
Provision for income tax
Provision for income tax
Notes to the consolidated financial statements
30 June 2022
Note 9. Cash and cash equivalents
Consolidated
2022
$’000
2021
$’000
1,232
-
Current assets
Cash on hand
Cash at bank
Consolidated
2022
$’000
20
52,432
52,452
2021
$’000
-
17,996
17,996
Accounting policy for 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 company, in conjunction with other members of the tax-consolidated group, has entered into a tax funding
arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts.
The tax funding arrangements require payments to/from the head entity equal to the current tax liability (asset) assumed
by the head entity and any tax-loss deferred tax asset assumed by the head entity, resulting in the company recognising an
inter-entity payable (receivable) equal in amount to the tax liability (asset) assumed. The inter-entity payable (receivable) is at
call. Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of
the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities.
The company, in conjunction with other members of the tax-consolidated group, has also entered into a tax sharing
agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the
entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial
statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.
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
Other receivables
GST receivable
Allowance for expected credit losses
Movements in the allowance for expected credit losses are as follows:
Opening balance
Additional provisions recognised
Amounts received
Receivables written off during the year as uncollectable
Unused amounts reversed
Closing balance
Consolidated
2022
$’000
2021
$’000
77,263
8,506
756
34,019
3,726
-
86,525
37,745
Consolidated
2022
$’000
-
301
-
(301)
-
-
2021
$’000
760
-
(360)
-
(400)
-
*Allowance for expected credit losses provision raised during the year exhausted upon write off of bad debts.
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 29 sets out information of financial assets and exposure to credit risk.
Refer note 29 for the consolidated entity’s exposure to foreign currency risk.
76 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 77
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 11. Contract assets
Notes to the consolidated financial statements
30 June 2022
Note 13. Non-current assets classified as held for sale
Current assets
Contract assets
26,785
8,619
Investment properties - at fair value
Current assets
Consolidated
2022
$’000
2021
$’000
Consolidated
2022
$’000
2021
$’000
-
4,280
The increase in contract assets of $18.166m was driven by both the Civil, Construction and Hire, and Real Estate Segments.
In the Civil, Construction and Hire segment, increased activity in later months of the year along with the timing of invoices
issued resulted in the higher contract asset movement. In the Real Estate segment, acquisition of commercial and
residential builders such as David Payne Constructions, Maas Brothers and Brett Harvey Designs led to an increased number
and value of projects under construction when compared to 2021.
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.
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
2022
$’000
6,868
27,560
23,460
30,007
87,895
2021
$’000
7,668
6,757
18,810
23,770
57,005
77,599
165,494
31,860
88,865
Consolidated
2022
$’000
2021
$’000
262,008
127,307
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.
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below:
Opening balance
Transfers to investment properties (note 16)
Additions
Properties sold
Closing balance
Consolidated
2022
$’000
4,280
(1,280)
12
2021
$’000
6,964
-
-
(3,012)
(2,684)
-
4,280
The investment properties held for sale at 30 June 2021 consisted of:
(i)
A commercial property with a fair value of $3.000m, situated in Rutherford NSW. This property was sold during the 2022
financial year.
(ii) A commercial property with a fair value of $1.280m, situated in Emerald QLD. This property was transferred to
investment property in the 2022 financial year.
The assets are presented within total assets of the Real Estate segment in note 4.
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.
78 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 79
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 14. Other assets
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
Profit after income tax
Additions - investment in associate
Closing carrying amount
Consolidated
2022
$’000
4,830
7,100
1,718
2021
$’000
1,992
1,768
649
13,648
4,409
154
1
155
130
7
137
13,803
4,546
Consolidated
2022
$’000
2021
$’000
8,761
8,000
Consolidated
2022
$’000
8,000
761
-
8,761
2021
$’000
-
-
8,000
8,000
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
Principal place of
business / Country of
incorporation
Ownership interest
2022
%
2021
%
1990 Elizabeth Property Unit Trust
Australia
45.71%
45.71%
Notes to the consolidated financial statements
30 June 2022
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
Current liabilities
Total liabilities
Net assets
Summarised statement of profit or loss and other comprehensive income
Revenue
Net fair value gain on investment property
Expenses
Profit/(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
2022
$’000
360
19,026
19,386
220
220
2021
$’000
854
16,646
17,500
-
-
19,166
17,500
128
1,874
(337)
1,665
-
1,665
8,761
8,761
-
-
(137)
(137)
-
(137)
8,000
8,000
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.
80 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 81
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
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
Additions through business combinations (note 37)
Transfer from non-current assets held for sale (note 13)
Fair value gain - commercial real estate assets
Fair value gain - residential real estate build-to-rent assets
Transfer to inventory
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
Consolidated
2022
$’000
2021
$’000
69,849
54,751
25,645
198
124,600
25,843
25,843
72,856
16,171
1,280
14,515
4,328
(10,393)
124,600
14,416
2,143
-
-
9,284
-
-
25,843
Consolidated
2022
$’000
2,350
(385)
(282)
2021
$’000
482
(354)
(142)
Significant estimate - Valuations of investment properties
Refer to note 30 for further information on fair value measurement.
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
Consolidated
2022
$’000
2,728
2,559
2,486
2,171
1,866
11,810
2021
$’000
485
485
485
425
73
1,953
Notes to the consolidated financial statements
30 June 2022
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 inventories are determined by a change in use evidenced by internal and
external factors. During the period, the group transferred parcels of RAAF Base Dubbo to inventory following lot registration
and sub-division as well as Build-to-Rent land to investment property following the emergence of Build-to-Rent Investment
Trusts and lease agreements. The fair value on the date of change of use from investment properties to inventories and vice-
versa is deemed the cost for the subsequent accounting.
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
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
Consolidated
2022
$’000
2021
$’000
43,582
28,730
(901)
42,681
38,675
(492)
28,238
33,015
(4,404)
(2,484)
34,271
123,307
(26,000)
97,307
140,817
30,531
111,153
(17,174)
93,979
68,999
(30,170)
(10,301)
110,647
24,872
(8,052)
16,820
20,845
58,698
20,293
(6,032)
14,261
7,290
322,571
232,997
82 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 83
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 17. Property, plant and equipment (continued)
Notes to the consolidated financial statements
30 June 2022
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
equip-
ment &
machinery
Plant &
equip-
ment
Motor
vehicles
Assets
under
construc-
tion
Total
Consolidated
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2020
18,362
23,648
78,467
24,482
10,590
12,672
168,221
Additions
Additions through business
combinations (note 37)
Disposals
Transfers from/(to) inventory
Exchange differences
Transfers in/(out)
5,351
4,200
-
-
-
613
5,479
3,785
(2)
-
(339)
(525)
20,552
15,457
-
16,738
(4,507)
(3,368)
(1,515)
-
1,945
(575)
3,820
1,992
(761)
(450)
-
11,355
62,014
-
-
(212)
-
26,715
(8,638)
(232)
(914)
-
7,057
8,694
686
(16,525)
Depreciation expense
(288)
(1,515)
(6,075)
(4,675)
Balance at 30 June 2021
28,238
30,531
93,979
58,698
(1,616)
14,261
-
(14,169)
7,290
232,997
Additions
66
1,666
12,378
6,110
4,395
36,061
60,676
Additions through business
combinations (note 37)
Disposals
Transfers from/(to) inventory
Exchange differences
Transfers in/(out)
14,840
4,882
-
39,538
1,234
-
60,494
-
-
-
-
-
68
427
(3,041)
(2,333)
(837)
41
-
9
70
-
-
(143)
(180)
-
(887)
3,827
18,875
91
(21,906)
(6,354)
(62)
497
-
Depreciation expense
(463)
(2,416)
(9,877)
(10,320)
(2,324)
(277)
(25,677)
Balance at 30 June 2022
42,681
34,271
97,307
110,647
16,820
20,845
322,571
Right-of-use assets and assets secured by chattel mortgage included in property, plant & equipment is summarised below:
Right-of-use assets:
Land &
buildings
Hire
equip-
ment &
machinery
Plant &
equip-
ment
Motor
vehicles
Total
Balance at 1 July 2020
Additions
Additions through business combinations
Disposals
Transfers out
Reallocation of assets secured by chattel mortgage
Depreciation expense
Balance at 30 June 2021
Additions
Additions through business combinations
Disposals
Depreciation expense
Balance at 30 June 2022
$’000
$’000
$’000
$’000
$’000
6,977
5,059
1,195
-
-
-
59,991
12,597
-
6,203
1,188
-
6,945
80,116
2,129
20,973
-
1,195
(1,359)
(374)
(40)
(1,773)
(2,528)
85
-
(2,443)
(25,810)
(1,371)
(3,534)
(30,715)
(1,166)
(2,900)
12,065
39,991
(443)
5,288
1,572
2,132
-
-
-
(1,417)
-
-
-
(2,026)
(3,720)
13,743
34,854
(273)
5,015
(372)
5,128
-
-
(301)
(538)
(4,881)
62,472
1,572
2,132
(1,718)
(6,557)
4,289
57,901
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 over the life of the quarry.
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.
84 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 85
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
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
Notes to the consolidated financial statements
30 June 2022
Note 18. Intangibles (continued)
Consolidated
Goodwill and indefinite-lived intangible assets are monitored by management at the following level:
2022
$’000
81,484
30,572
14,230
(5,138)
9,092
13,786
(2,516)
11,270
224
2021
$’000
34,682
9,192
8,470
(1,873)
6,597
4,479
(889)
3,590
224
2022
Construction Materials
Electrical
Homes Constructions
Commercial Constructions
Commercial Developments
Manufacturing
Civil & Plant Hire
Building supplies
132,642
54,285
Total goodwill and indefinite lived intangible assets
Indefi-
nite-lived
intangible
assets
Goodwill
$’000
3,261
10,804
7,010
25,243
1,954
8,399
23,533
1,280
81,484
$’000
7,560
8,040
2,230
6,500
-
2,492
1,600
2,150
Total
$’000
10,821
18,844
9,240
31,743
1,954
10,891
25,133
3,430
30,572
112,056
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2020
Additions
Amortisation expense
Balance at 30 June 2021
Additions through business combinations (note
37)
Amortisation expense
Balance at 30 June 2022
Goodwill
Brand
names
Customer
contracts/
relation-
ships
Ex-
traction
rights
Water
licence
Total
$’000
$’000
$’000
$’000
$’000
$’000
33,123
2,492
1,225
3,250
224
40,314
-
-
-
-
-
34,682
9,192
46,802
21,380
(648)
6,597
5,760
29
1,200
(889)
3,590
9,307
-
-
-
29
15,479
(1,537)
224
54,285
-
-
83,249
(4,892)
-
-
(3,265)
(1,627)
81,484
30,572
9,092
11,270
224
132,642
Additions through business combinations
1,559
6,700
6,020
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
86 | Financial Report | 30 June 2022
The Construction Materials and Manufacturing CGUs remain unchanged from the comparative period and represent their
respective operating segments. Given the consolidated entity is structured in a vertically integrated manner, much of the
consolidated entity's assets are used to generate cashflows that are not independent from other assets of the consolidated
entity. During the period, the vertically integrated nature of cash flows has driven a realignment and renaming of CGUs
within existing operating segments. The Civil & Plant Hire CGU represents the Plant Hire & Machinery Sales CGUs noted in
the comparative period as well as acquisitions during the financial year, this CGU operates within the Civil, Construction and
Hire operating Segment. The Homes Construction CGU represents the MAAS Homes CGU noted in the comparative period
as acquisitions during the financial year, this CGU operates within the Real Estate Segment. The Electrical CGU represents
the Large Industries CGU noted in the comparative period as acquisitions during the financial year, this CGU operates within
the Civil, Construction and Hire operating Segment. As a result of acquisitions and new operating activities during the
period, three new CGUs existed in the Real Estate operating segment. These are Commercial Constructions, Commercial
Developments and Building Supplies.
2021
Construction Materials
Large Industries
MAAS Homes
Machinery Sales
Manufacturing
Plant Hire
Total goodwill and indefinite lived intangible assets
The following tables sets out the key assumptions for the value in use:
2022
Construction Materials
Electrical
Homes Constructions
Commercial Constructions
Commercial Developments
Manufacturing
Civil & Plant Hire
Building supplies
Indefinite
-lived
intangible
assets
$’000
6,700
-
-
-
2,492
-
Total
$’000
9,049
1,266
1,460
4,609
10,891
16,599
9,192
43,874
Goodwill
$’000
2,349
1,266
1,460
4,609
8,399
16,599
34,682
Sales
growth (a)
Indefinite
-lived
intangible
assets (b)
Total (c)
%
3%
3%
3%
3%
3%
3%
3%
3%
%
3%
3%
3%
3%
3%
3%
3%
3%
%
11.6%
10.7%
11.5%
11.2%
11.2%
15.5%
10.7%
11.2%
Financial Report | 30 June 2022 | 87
MAAS Group Holdings Limited MAAS Group Holdings Limited Notes to the consolidated financial statements
30 June 2022
Note 18. Intangibles (continued)
2021
Construction Materials
Large Industries
MAAS Homes
Machinery Sales
Manufacturing
Plant Hire
Sales
growth
rate
(a)
Fixed
costs per
annum
(d)
Annual
capital
expendi-
ture
(e)
Long term
growth
rate
(b)
Pre-tax
discount
rate
(c)
%
$
$
3% 3,000,000 5,000,000
3% 6,000,000
1,700,000
3% 1,400,000
3% 1,200,000
3% 5,500,000
-
-
-
3% 4,000,000 5,000,000
%
1%
1%
1%
1%
1%
1%
%
11.0%
11.5%
10.0%
11.5%
13.5%
11.5%
(a) The annual sales growth rate is based on past performance and management's expectations of market development.
(b) This is the weighted average growth rate used to extrapolate cash flows beyond the budget period. The rates are
(c)
consistent with forecasts included in industry reports.
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.
(d) 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.
(e) 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.
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 non-current 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 over the life of the lease hold in order to reflect the decline in value over their expected
period of benefit.
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.
Notes to the consolidated financial statements
30 June 2022
Note 19. Trade and other payables
Current liabilities
Financial liabilities at amortised cost:
Trade payables
BAS payable
Other payables
Consolidated
2022
$’000
2021
$’000
48,616
20,579
-
18,795
67,411
1,142
16,532
38,253
Refer to note 29 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.
Note 20. Contract liabilities
Current liabilities
Contract liabilities
Lease income in advance
Consolidated
2022
$’000
13,155
4,095
17,250
2021
$’000
1,522
5,516
7,038
Under the terms of contract the consolidated entity is sometimes required to provide performance guarantees (refer note 31).
The increase in contract liabilities was driven by a large number of deposits received for machines prior to the end of the
financial year in the Manufacturing segment ($3.354m) along with the acquisition of commercial and residential builders
such as David Payne Constructions, Maas Brothers and Brett Harvey Designs increasing the number and value of Real Estate
projects under construction ($8.198m).
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 $17.250m as at 30 June 2022 ($7.038m as at 30 June 2021) and is expected to be recognised as
revenue in future periods as follows:
Within 6 months
Consolidated
2022
$’000
17,250
2021
$’000
7,038
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.
88 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 89
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 21. Borrowings and lease liabilities
Current liabilities
Secured:
Bank loans (a)
Multi-option facility (a)
Vendor financing (b)
Chattel mortgages (a)
Lease liabilities - plant & equipment and motor vehicles (a) (c)
Unsecured:
Loans - other
Lease liabilities - land and buildings (c)
Non-current liabilities
Secured:
Bank loans (a)
Bank loan - Projects (a)
Vendor financing (b)
Chattel mortgages (a)
Lease liabilities - plant & equipment and motor vehicles (a) (c)
Lease liabilities - land and buildings (c)
Total borrowings and lease liabilities
Consolidated
2022
$’000
2021
$’000
3,984
10,000
17,411
16,522
7,258
472
2,261
4,093
-
11,720
8,137
7,714
1,035
2,904
57,908
35,603
175,235
46,488
9,913
7,561
50,171
16,312
12,385
271,577
-
8,919
28,668
27,731
9,475
121,281
329,485
156,884
Refer to note 29 for further information on financial instruments.
(a) Bank loans and multi-option facility
In September 2021, the company received approval for the increase of its banking facility limits from $160.000m to
$200.000m with a $15.000m increase to the term loan, a $20.000m increase in the equipment finance facility and a $5.000m
increase in the multi-option cash advance and bank guarantee facility. In addition, the company received approval from its
banking consortium to secure up to an additional $100.000m 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.
In December 2021, the company received approval for an additional increase of its banking facility limits from $200.000m
to $300.000m with a $80.000m increase to the term loan, a $10.000m increase to the equipment finance facility and a
$10.000m increase to the multi-option cash advance and bank guarantee facility.
In April 2022, the company received approval for the increase of its banking facility limits from $300.000m to $500.000m,
consisting of a $140.000m increase to the term loan, a $40.000m increase to the hire purchase facility and a $20.000m
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. $150.000m of the $500.000m facility relates to a hire purchase
facility (refer note 21) whilst the balance of the facilities comprised a term loan, and a multi-option cash advance and bank
guarantee facility. 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
2022 amounted to $30.297m (refer note 31). 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. The 7-day repayment represents the Groups
current borrowing requirement under the multi-option facility at 30 June 2022. 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 $1.937m and
unamortised transaction costs of $0.985m have been offset against the bank loans at 30 June 2022.
The project loan is secured by a first registered mortgage over the property and a general security interest over MAAS Group
Properties RBD Unit Trust. The loan has a term of 3 years and is repayable in full on the expiry of the term. In addition, the
facility is guaranteed by MGH.
Notes to the consolidated financial statements
30 June 2022
Note 21. Borrowings and lease liabilities (continued)
Included in bank loans is a 99 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 8.3% for VND and
3.1% to 5.672% for USD. The loan is denominated in VND (refer to note 29).
(b) Vendor Financing
Loans relate to land held for resale and development and 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)
Veravista (vii)
Ellida (viii)
Consolidated
2022
$’000
1,200
-
-
5,483
516
1,375
6,650
9,748
2021
$’000
2,895
483
7,405
6,074
1,033
2,750
-
-
24,972
20,640
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Southlakes - Fixed interest rate of 9.99% and annual repayments (principal and interest) of $1.000m and a final
payment of $2.000m on 6 August 2024. The obligations of this agreement were settled ahead of specified contractual
payment dates with the remaining balance settled in July 2022.
Westwinds - Interest free. Paid $2.552m in the 2020 financial year with the remaining $0.483m settled on 26 August
2021.
Millers Metal Forbes - Interest free loan with penalty interest of 12% charged only on late payments. The facility was
secured by assets acquired and the loan was repaid in two instalments of $12.573m and $7.405m respectively which
were due on the first and second anniversary of the transaction completion date: 7 August 2020 and 7 August 2021.
Arcadia - Interest free loan of $6.880m 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 $0.670m and 5 at $0.840m. The first instalment of $0.670m was made on the 1st of
March 2022 with the remaining 8 instalments due each anniversary of the transaction completion date with the final
payment due 1st of March 2030.
Logan - Interest free loan of $1.033m 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 $0.516m due each anniversary of the transaction
completion date: 26 August 2021 and 26 August 2022.
Gilgandra - loan of $2.750m 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 $1.375m due each
anniversary of the transaction completion date: 17 August 2021 and 17 August 2022.
Veravista - Interest Free. First instalment of $1.500m paid on settlement date 31 July 2021, second instalment of
$6.650m due 1 year after completion. Penalty interest payable at 7% per annum 1 year from completion until the
balance of the price is paid.
(viii) Ellida - Interest free. First instalment of $5.000m paid on settlement date 24 June 2022, second instalment of
$7.000m due 12 months after settlement date, and last instalment of $3.000m due on or before 24 months after the
settlement date, being the later of 24 months after the settlement date or 10 business days after receiving notice that a
Development Application has been approved.
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.
(c) 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.
90 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 91
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 21. Borrowings and lease liabilities (continued)
Notes to the consolidated financial statements
30 June 2022
Note 21. Borrowings and lease liabilities (continued)
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 2022 and 2021
reporting period, see note 24 for details.
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 - other
Equipment finance facility
Used at the reporting date
Bank loans*
Multi-option facility (including contract performance guarantees)**
Vendor financing
Loans - other
Equipment finance facility
Unused at the reporting date
Bank loans*
Multi-option facility (including contract performance guarantees)**
Vendor financing
Loans - other
Equipment finance facility
Consolidated
2022
$’000
296,098
70,000
24,972
472
153,159
2021
$’000
53,141
35,000
20,639
1,035
81,205
544,701
191,020
189,132
40,298
24,972
472
51,380
12,788
20,639
1,035
90,263
72,250
345,137
158,092
106,966
29,702
-
-
62,896
199,564
1,761
22,212
-
-
8,955
32,928
* The used bank loan facility excludes borrowing costs capitalised.
** The used multi-option facility includes performance guarantees of $30.297m (2021: $12.788m) - refer note 31.
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.
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.
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 22. Employee benefits
Current liabilities
Annual leave
Long service leave
Non-current liabilities
Long service leave
Consolidated
2022
$’000
5,849
1,398
7,247
499
7,746
2021
$’000
3,396
713
4,109
391
4,500
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.
92 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 93
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 22. Employee benefits (continued)
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.
Note 23. Provisions
Current liabilities
Warranties
Contingent consideration
Other provisions
Non-current liabilities
Contingent consideration
2022
$’000
98
3,256
80
3,434
13,335
16,769
2021
$’000
89
1,000
40
1,129
1,000
2,129
Consolidated
Ordinary shares - fully paid
297,164,096 266,839,092
432,530
279,635
Notes to the consolidated financial statements
30 June 2022
Note 23. Provisions (continued)
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 37 for accounting policy on contingent consideration.
Note 24. Issued capital
Consolidated
2022
2021
Shares
Shares
2022
$’000
2021
$’000
Movements in ordinary share capital
Details
Balance
Date
Shares
Issue price
$’000
1 July 2020
204,857,704
153,643
279,635
Conversion of convertible notes (note 21)
6 November 2020
Conversion of shareholder loans (note 21)
3 December 2020
11,665,810
7,422,234
Initial Public Offering (a)
3 December 2020
41,000,000
Dividend reinvestment plan issued (b)
30 April 2021
Shares issued to vendor of Amcor (note 37)
30 June 2021
Transaction costs arising on share issues, net of tax
-
1,185,797
707,547
-
$2.00
$2.00
$2.00
$3.33
$4.74
$0.00
23,293
14,834
82,000
3,949
3,354
(1,438)
49,038
2,084
Contingent consideration
The contingent consideration at 30 June 2022 relates to the acquisition of A1 Earthworx, Maas Brothers, Stanaway, Brett
Harvey, Inverell, Blackwater Quarries and Garde (refer note 37), and includes the balance outstanding for the Amcor
acquisition that was completed in the 2021 financial year. 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.
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 are set out below:
Carrying amount at the start of the year
Additional provisions recognised
Additions through business combinations (note 37)
Fair value gain
Payments
Consolidated - 30 June 2022
Warranties
Contingent
consider-
ation
Other
provisions
Total
$’000
89
9
-
-
-
$’000
2,000
-
22,137
(6,546)
(1,000)
$’000
$’000
40
40
-
-
-
2,129
49
22,137
(6,546)
(1,000)
Balance
Institutional placement (c)
Shares issued as part consideration for acquisition
of A1 Earthworx (note 37)
Shares issued as part consideration for acquisition
of Redimix Concrete (note 37)
Shares issued as part consideration for acquisition
of Stanaway (note 37)
Shares issued under the Share Purchase Plan (d)
Shares issued to underwriter under the Dividend
Reinvestment Plan (b)
Shares issued as consideration for acquisition of
Maas Brothers (note 37)
Conditional Placement (e)
Shares issued under the Dividend Reinvestment
Plan (b)
Shares issued as consideration for the acquisition of
Brett Harvey (note 37)
30 June 2021
266,839,092
279,635
8 July 2021
16 Aug 2021
8,915,909
444,444
$5.50
$4.69
8 Sept 2021
91,098
$4.83
440
29 Sept 2021
1,800,000
$5.20
9,360
6 Oct 2021 to
30 June 2022
12 Nov 2021
2,132,277
$5.50
11,728
405,383
$3.33
1,350
12 Nov 2021
6,109,000
$4.60
28,101
12 Nov 2021 to
10 Dec 2021
5,436,361
$5.50
29,900
7 Dec 2021
2,054,422
$4.21
8,649
22 Dec 2021
1,136,842
$4.80
5,457
Carrying amount at the end of the year
98
16,591
80
16,769
Shares issued as consideration for the acquisition of
Blackwater Quarries (note 37)
22 Mar 2022
193,798
$4.60
891
Shares issued under the Dividend Reinvestment
Plan (b)
19 April 2022
873,496
$4.70
4,106
Shares issued as consideration for the acquisition of
GARDE (note 37)
31 May 2022
Transaction costs arising on share issues, net of tax
Balance
30 June 2022
297,164,096
731,974
$4.51
3,300
(1,509)
432,530
94 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 95
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 24. Issued capital (continued)
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.
(a) 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 $2.054m
and related deferred tax of $0.616m were recognised directly in equity which represents the portion of transaction costs
attributable to the issuance of new shares. Transaction costs of $1.753m attributable to the listing were recognised in the
consolidated statement of profit or loss and other comprehensive income in the current reporting period.
(b) Dividend reinvestment plan
30 June 2021
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.
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 was approved
by shareholders at the MGH Annual General Meeting on 9 November 2021.
30 June 2022
The shares issued on 12 November 2021, were issued in terms of the Dividend Reinvestment Plan (DRP) underwriting
agreement for the 2021 interim dividend. The underwriter agreed to underwrite the subscription of 405,383 ordinary shares
in the company for the purchase price of $3.33 per share, these being the shortfall shares not subscribed for under the DRP,
which was approved by shareholders at the MGH Annual General Meeting of 9 November 2021.
In accordance with the terms of the DRP relating to the 2021 final dividend, the issue price of shares under the DRP was
$4.21 per share with 1,428,124 shares issued under the DRP to shareholders who elected to participate and 626,298 shares to
the Underwriter in relation to the DRP shortfall.
In accordance with the terms of the DRP relating to the 2022 interim dividend, the issue price of shares under the DRP was
$4.70 per share with 873,496 shares issued under the DRP to shareholders who elected to participate.
See also note 28 Dividends.
(c) Institutional placement
On 8 July 2021, the company issued 8,915,909 fully paid ordinary shares at $5.50 per share to institutional investors. This
placement was part of the company's capital raising announced on 1 July 2021. The placement was ratified by the company's
shareholders at its Annual General Meeting held on 9 November 2021.
(d) Share Purchase Plan (SPP)
On 1 July 2021, as part of its capital raising, the company announced a Share Purchase Plan. The company entered into
irrevocable agreements with a small number of sophisticated investors (the Underwriters) for them to subscribe for any
shortfall in the SPP offer to the extent of $15.000m.
To the extent the SPP Offer was not fully subscribed by existing shareholders, the Underwriters agreed to subscribe for the
shares not taken up upon the same terms (SPP Shortfall Shares). In addition to the irrevocable commitments to subscribe
for any SPP Shortfall Shares received, the company agreed, to the extent there is insufficient SPP Shortfall Shares available
upon completion of the SPP Offer, to undertake an additional placement of ordinary shares to the Underwriters for an
amount not exceeding $15.000m at the SPP issue price of $5.50 per share.
The following are the shares issued in terms of the SPP:
SPP Shares:
(i) 6 October 2021 – 41,369 shares
SPP Shortfall shares:
(ii) 21 October 2021 – 690,908 shortfall shares
(iii) 12 November 2021 – 54,545 shortfall shares
(iv) 22 March 2022 – 163,637 shortfall shares
(v) 30 June 2022 – 1,181,818 shortfall shares
The remaining 636,364 shortfall shares were issued on 19 July 2022.
Notes to the consolidated financial statements
30 June 2022
Note 24. Issued capital (continued)
(e) Conditional Placement
During the year, the company issued a total of 5,436,361 fully ordinary shares at $5.50 per share to certain Directors of the
company (or entities associated with them) and other founding shareholders and executives of the company on a non-
underwritten basis. The Conditional Placement of 5,454,543 shares was approved by the company’s shareholders at its
Annual General Meeting held on 9 November 2021.
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 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 3.5 times.
(b) A debt service coverage ratio of more than or equal to 1.5 times.
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 25. Other equity
Deferred consideration
Consolidated
2022
$’000
3,354
2021
$’000
3,354
The deferred consideration represents the value of the shares to be issued to the vendor of Amcor on the second anniversary
of the acquisition.
Note 26. Reserves
Foreign currency reserve
Share-based payments reserve
Business combinations under common control
Transactions with non-controlling interests
Consolidated
2022
$’000
220
1,121
2021
$’000
(641)
352
(109,000)
(109,000)
103
103
(107,556)
(109,186)
96 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 97
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 26. Reserves (continued)
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
Business
combi-
nations
under
common
control
Transac-
tions with
non-con-
trolling
interests
Total
$’000
$’000
$’000
$’000
$’000
341
(982)
-
-
-
-
352
-
(109,000)
-
-
-
(641)
352
(109,000)
-
769
-
-
861
-
220
-
-
-
103
103
-
-
(108,659)
(982)
352
103
(109,186)
861
769
Consolidated
Balance at 1 July 2020
Foreign currency translation
Share-based payment expenses
Gain from equity transaction with non-controlling interests
Balance at 30 June 2021
Foreign currency translation
Share-based payment expenses (refer note 42)
Balance at 30 June 2022
Note 27. Retained profits
Retained profits at the beginning of the financial year
Profit after income tax expense for the year
Dividends paid (note 28)
Retained profits at the end of the financial year
Notes to the consolidated financial statements
30 June 2022
Note 28. Dividends
Dividends
Dividends paid during the financial year were as follows:
Final dividend for the year ended 30 June 2021 of 3 cents per ordinary share
Interim dividend for the year ended 30 June 2022 of 2 cents (2021: 2 cents) per ordinary share
Franking credits
Franking credits available for subsequent financial years based on a tax rate of 30%
Consolidated
2022
$’000
8,649
5,887
14,536
2021
$’000
-
5,299
5,299
Consolidated
2022
$’000
41,013
2021
$’000
24,176
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
During the year, the company had a Dividend Reinvestment Plan (DRP) in operation. Under the DRP, eligible shareholders
may elect to have dividends and some or all of their ordinary shares automatically reinvested in additional MGH shares at a
discount to the volume-weighted average price (“VWAP”) for the 5 days immediately after the day after the record date. The
Board has determined that discount to the VWAP will be 2.5%.
See note 24 for more information on MGH’s issued capital.
Dividends not recognised at the end of the reporting period
In addition to the above dividends, since year end the Directors have recommended the payment of a final dividend of 3.5
cents per fully paid ordinary share (refer to note 39).
1,121
(109,000)
103
(107,556)
Accounting policy for dividends
Dividends are recognised when declared during the financial year.
Consolidated
2022
$’000
80,597
61,562
(14,536)
127,623
2021
$’000
51,326
34,570
(5,299)
80,597
Note 29. 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:
98 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 99
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 29. Financial instruments
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.
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:
Notes to the consolidated financial statements
30 June 2022
Note 29. Financial instruments (continued)
As at the reporting date, the consolidated entity had the following variable rate borrowings:
Bank Loans (inclusive of Multi-Option Facility) and equipment finance
Consolidated
2022
$’000
2021
$’000
Impact on profit and equity
+1.00%
-1.00%
Consolidated
2022
$’000
207,800
2021
$’000
51,380
Consolidated
2022
$’000
2,078
(2,078)
2021
$’000
514
(514)
Financial assets
Cash and cash equivalents (USD)
Cash and cash equivalents (VND)
Cash and cash equivalents (IDR)
Trade and other receivables (USD)
Trade and other receivables (EUR)
Trade and other receivables (VND)
Trade and other receivables (IDR)
Trade and other receivables (SGD)
Financial liabilities
Bank Loans (USD)
Bank Loans (VND)
Trade and other payables (USD)
Trade and other payables (EUR)
Trade and other payables (VND)
Trade and other payables (SGD)
Net liabilities denominated in foreign currencies
146
40
176
222
184
26
1,441
-
2,235
(1,065)
(4,541)
(717)
(145)
(276)
(6)
(6,750)
(4,515)
2,915
83
204
814
294
9
294
60
4,673
(1,254)
(5,126)
(151)
(575)
(580)
-
(7,686)
(3,013)
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.
The consolidated entity had net liabilities denominated in foreign currencies of $4.515m as at 30 June 2022 (2021: net
liabilities of $3.013m). Based on this exposure, had the Australian dollar weakened/strengthened by 10% (2021: 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 $0.452m lower/higher (2021: $0.301m lower/higher) and equity would have been
$0.452m lower/higher (2021: $0.301m lower/higher). 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.
100 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 101
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 29. Financial instruments (continued)
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.
Consolidated - 2022
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Vendor financing
Deferred consideration
Contingent consideration
Interest-bearing
Bank loans
Vendor financing
Other loans
1 year or
less
Between 1
& 5 years
Over 5
years
Remaining
contractual
maturities
$’000
$’000
$’000
$’000
48,616
18,795
16,211
1,261
682
-
-
-
-
6,020
2,520
-
4,737
21,348
196,917
1,200
472
-
-
48,616
18,795
24,751
1,261
5,419
218,265
1,200
472
-
-
-
-
-
Chattel mortgages and lease liabilities
29,168
77,366
2,975
109,509
Total non-derivatives
137,753
285,040
5,495
428,288
1 year or
less
Between 1
& 5 years
Over 5
years
Remaining
contractual
maturities
$’000
$’000
$’000
$’000
Notes to the consolidated financial statements
30 June 2022
Note 30. 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
Consolidated 2022
Assets
Investment properties
Total assets
Liabilities
Contingent consideration
Total liabilities
Consolidated 2021
Assets
Investment properties
Total assets
Liabilities
Contingent consideration
Total liabilities
Level 1
Level 2
Level 3
$’000
$’000
$’000
Total
$’000
-
-
-
-
-
-
-
-
69,849
69,849
69,849
69,849
16,591
16,591
16,591
16,591
Level 1
Level 2
Level 3
$’000
$’000
$’000
Total
$’000
-
-
-
-
3,000
26,925
29,925
3,000
26,925
29,925
-
-
2,000
2,000
2,000
2,000
Consolidated - 2021
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
20,579
1,142
16,532
10,449
333
1,000
5,723
1,000
1,060
-
-
-
4,741
333
1,000
49,032
4,000
-
-
-
-
3,360
-
-
-
-
-
20,579
1,142
16,532
18,550
666
2,000
54,755
5,000
1,060
90,917
211,201
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
Where there are EBITDA hurdles the fair value of the contingent cash consideration has been estimated using present value
techniques, by discounting the probability-weighted estimated future cash outflows. The fair value of the contingent share
consideration has been estimated based on the probability of achieving future hurdles which impacts the number of shares
to be issued, using the share price (at acquisition date and reporting date).
Chattel mortgages and lease liabilities
Total non-derivatives
18,316
66,755
76,134
125,861
5,846
9,206
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments approximate their fair values.
102 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 103
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 30. Fair value measurement (continued)
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 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
Transfers into level 3
Gains recognised in profit or loss
Additions
Disposals/settlements
Balance at 30 June 2022
Total gains/(losses) for the previous year included in profit or loss
that relate to level 3 assets held at the end of the previous year
Investment
properties
Contingent
consider-
ation
Derivative
instruments
$’000
$’000
(484)
(1,843)
$’000
18,310
1,280
(4,280)
9,284
3,016
(685)
-
-
-
(26)
(2,000)
510
-
26,925
(2,000)
3,998
18,843
-
6,546
20,083
(22,137)
-
1,000
69,849
(16,591)
9,284
(26)
Total
$’000
15,983
1,280
(4,280)
9,258
1,016
(175)
1,843
24,925
3,998
25,389
(2,054)
1,000
53,258
9,258
25,389
-
-
-
-
-
1,843
-
-
-
-
-
-
-
-
Total gains for the current year included in profit or loss that relate
to level 3 assets held at the end of the current year
18,843
6,546
The level 3 assets and liabilities unobservable inputs and sensitivity are as follows:
Notes to the consolidated financial statements
30 June 2022
Note 30. Fair value measurement (continued)
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 31. Contingent liabilities
Contract performance guarantees
Consolidated
2022
$’000
30,297
2021
$’000
12,788
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 32. Commitments
On 1 July 2022, the consolidated entity entered into an agreement to acquire Schwarz Excavations Pty Ltd (Schwarz) for an
initial cash payment of $34.858m and the issue of 913,194 shares in MGH for a total consideration of $38.620m (Acquisition
Consideration) (refer note 39). Further cash consideration may be payable, contingent on Schwarz achieving certain EBITDA
targets for the three financial years following completion up to $3.000m. The acquisition completed on 22 July 2022.
On 29 July 2022, the consolidated entity entered into a binding agreement to acquire four hard rock quarries and two sand
quarries in the Isaac Region of Central Queensland. The agreement, which is an agreement to acquire the business and
assets, is subject to various third-party consents and customary completion conditions with the transaction expected to
complete by the end of August 2022. The consideration for the acquisition of $12.750m, plus an amount for stock of up to
$2.200m to be determined at completion, will be funded from existing cash reserves and debt facilities.
Note 33. 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:
Description
Unobservable inputs
Range (weighted average)
Sensitivity
Investment properties
(including investment
properties held for sale)
Capitalisation rate
5.25% - 7.5% (6.36%)
Land rate (per sqm)
$1.96-$1,969 ($464)
Contingent consideration
Expected EBITDA
$630,000 - $7,000,000
Number of shares
0 - 3,117,368
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)
The estimated fair value
would increase/(decrease)
if EBITDA Hurdle result was
exceeded/(underperformed)
The estimated fair value
would increase/(decrease) if
the number of shares issued
increased/(decreased)
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.
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.
104 | Financial Report | 30 June 2022
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
Financial modelling
Total remuneration of BDO - Australia
Audit services - network firms of BDO
Audit or review of the financial statements
Consolidated
2022
$
2021
$
495,270
447,500
-
148,545
57,099
37,500
118,000
121,004
29,156
-
243,144
268,160
738,414
715,660
12,319
8,650
Financial Report | 30 June 2022 | 105
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 34. 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 - resigned 1 August 2022
Michael J Medway
David B Keir - appointed 5 October 2021
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:
Notes to the consolidated financial statements
30 June 2022
Note 35. Related party transactions (continued)
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
Travel
Consolidated
Other transactions:
2022
$
1,242,176
109,474
-
2021
$
991,107
86,299
44,326
1,351,650
1,121,732
Acquisition of minority interest in subsidiary
Costs recovered from related party
Unsubscribed DRP shares underwritten by companies associated with the CEO
Amounts recognised directly in equity:
Advisory services – capital raising
Short-term employee benefits
Post-employment benefits
Long-term benefits
Note 35. Related party transactions
Subsidiaries
Interests in subsidiaries are set out in note 38.
Associates
Interests in associates are set out in note 15.
Key management personnel
Disclosures relating to key management personnel are set out in note 34 and the remuneration report included in the
directors' report.
Consolidated
2022
$
2021
$
-
1,973,016
79,000
367,688
-
67,500
838,631
343,084
175,872
-
-
106,030
1,786
3,986,640
-
-
-
152,612
Related party transactions – Wesley Maas:
•
Wesley Maas is a director of Property Maintenance Australia Pty Ltd (PMA). During the 2022 financial year, the
consolidated entity engaged PMA to provide commercial flights to the consolidated entity’s locations throughout
Australia. Flights are charged at cost to the consolidated entity and the total charge for the 2022 financial year was
$175,872 (2021: $nil). During the 2021 financial year, the consolidated entity engaged PMA to provide property consulting
services to the value of $67,500 until September 2020 when the engagement ended. The contract was based on normal
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 $28,600 (2021: $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 $318,482 (2021: $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 commenced after a three-month rent-
free period, which ended in July 2021. The rental charge during the 2022 financial year was $491,549.
During the 2022 financial year, the consolidated entity recovered expenses of $1,786 from Choice Investments Dubbo Pty
Ltd, an entity controlled and/or associated with Wesley Maas.
At the Company's AGM held on 9 November 2021, shareholder approval was obtained for Maas Group Developments
Pty Ltd, a wholly-owned subsidiary of the company, to exercise an option with MGFP Holdings Pty Limited as trustee for
MGFP Unit Trust to acquire the current Liberal Site at a market value of $6,950,000. MGFP Holdings Pty Limited is jointly
controlled by the parents of Wesley Maas and Emma Maas with the underlying beneficial and economic interest in the
MGFP Unit Trust also jointly held by the parents of Wesley Maas and Emma Maas.
At the Company's AGM held on 9 November 2021, shareholder approval was obtained for Maas Group Developments Pty
Ltd, a wholly-owned subsidiary of the company, to exercise an option with W&E Maas Holdings Pty Limited as trustee for
the Maas Family Trust to purchase all of the shares in MAAS Group Properties Sheraton View Pty Limited at an exercise
price of $100. On exercise of the option, Choice Investments (Dubbo) Pty Ltd (an entity controlled and/or associated
with Wesley Maas), who paid the first and second instalments of the purchase price and all transaction costs in relation
MAAS Group Properties Sheraton View Pty Limited's purchase of the Sheraton Site, was entitled to repayment of these
amounts totalling $1,469,854. Wesley and Emma Maas are controlling shareholders of W&E Maas Holdings Pty Limited
and beneficiaries of the Maas Family Trust.
At the Company's AGM held on 9 November 2021, shareholder approval was obtained for Maas Group Developments Pty
Ltd, a wholly-owned subsidiary of the company, to purchase all of the shares in Maas Group Properties Bunglegumbie
East Pty Ltd at a purchase price of $100. On completion of the share purchase, W&E Maas Holdings Pty Limited acting as
trustee for the Maas Family Trust, who funded the deposit and all transaction costs in relation MAAS Group Properties
Bunglegumbie East Pty Ltd's purchase of the Bunglegumbie Site, was entitled to repayment of these amounts totalling
$158,371. Wesley and Emma Maas are controlling shareholders of W&E Maas Holdings Pty Limited and beneficiaries of
the Maas Family Trust.
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.
•
•
•
•
•
•
•
•
106 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 107
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 35. Related party transactions (continued)
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 2021 financial 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. There was no rent paid to Mallee Bull Property Trust during the 2022 financial year.
The consolidated entity provided 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 was negotiated on arms-length, commercial terms prior to Stephen’s appointment as
a Director and Chairman of MGH. MGH recognised $1,973,016 of construction services revenue during the 2021 financial
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.
•
•
Related party transactions – Michael Medway:
•
Michael Medway provides 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 $79,000 (2021: $9,000).
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2022
$
2021
$
Current receivables:
Trade receivables from entities controlled by key management personnel
-
1,471,519
Current payables:
Trade payables to key management personnel
Trade payables to entities controlled by key management personnel
88,000
50,566
-
56,962
Loans to/from related parties
There were no loans to or from key management personnel during the 2022 financial year.
The following balances are outstanding at 30 June 2021 in relation to loans with related parties:
2021
Related party entity
KMP related
Balance
at start
of year
Converted
into shares
Net loan
payment
Balance at
end of year
Related party loan liabilities:
Choice Investments Dubbo Pty Ltd
Wesley J Maas
24,021,530
-
(24,021,530)
Old Man Investments Pty Ltd
Damien Porter
253,903
(253,903)
-
24,275,433
(253,903)
(24,021,530)
$
$
$
$
-
-
-
Note 36. Parent entity information
Set out below is the supplementary information about the legal parent entity (MAAS Group Holdings Limited).
Notes to the consolidated financial statements
30 June 2022
Note 36. 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
Loss after income tax
Other comprehensive income for the year, net of tax
Total comprehensive income
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/(accumulated losses)
Total equity
Parent
2022
$’000
2021
$’000
(5,938)
(4,289)
-
-
(5,938)
(4,289)
Parent
2022
$’000
2021
$’000
453,535
177,103
161,885
154,342
615,420
331,445
319
188,433
188,752
3,302
34,663
37,965
426,668
293,480
432,530
279,635
3,354
1,121
(10,337)
3,354
352
10,139
426,668
293,480
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 21).
Contingent liabilities
The parent entity had no other contingent liabilities as at 30 June 2022 and 30 June 2021 that have not been disclosed in
note 31.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June 2021.
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.
Investments in associates 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
indicator of an impairment of the investment.
108 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 109
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 37. Business combinations
Summary of acquisitions
Acquisition of 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 and an associated parcel of land for an agreed cash consideration of $5.500m
and 91,098 MGH shares. The acquisition completed on 20 August 2021. The Redimix business operates in the Construction
Materials segment and complements the Group’s growth strategy in growing its Construction Materials business.
Acquisition of 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 $1.800m of the total consideration of $3.900m payable at completion. The remaining consideration of $2.100m
is a combination of deferred and contingent consideration and will be released progressively over the four years following
completion. The Inverell business operates in the Construction Materials segment and complements the Group’s growth
strategy in growing its Construction Materials business.
Acquisition of A1 Earthworx
On 16 August 2021, the consolidated entity entered into a share purchase agreement to acquire all the issued shares of the
earthmoving and civil construction machinery business A1 Earthworx Mining & Civil Pty Ltd. The acquisition was completed
on 16 August 2021 with $8.575m in cash paid and 444,444 MGH shares issued at completion. Contingent consideration of
up to $1.800m is payable in cash following the finalisation of the FY24 financial result if certain earnings targets are met. A1
Earthworx is reported in the Civil, Construction and Hire segment increasing the segment's civil capability for both internal
and external projects.
Acquisition of 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 was completed on 29 September 2021.
Consideration is a combination of scrip and cash with 1.8 million MGH shares issued at completion. In addition, up to 1.2
million MGH shares are contingent upon certain EBITDA targets being reached over three years following completion. A
potential of up to $1.400m is payable in cash following the finalisation of the FY24 financial result if certain EBITDA targets
are met. Stanaway Pty Ltd reports into the Real Estate segment providing construction capability for the commercial
development portfolio.
Acquisition of MAAS Construction, MAAS Plumbing and Spacey Self Storage (Maas Brothers)
On 27 June 2021, the consolidated entity entered into share purchase agreements to acquire the issued shares of MAAS
Construction Group comprising MAAS Construction (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 issued at completion. In addition, up to 0.97million MGH shares are contingent upon EBITDA targets
being reached over three years following completion. A potential of up to $2.2million is payable in cash following the
finalisation of the FY24 financial result if certain EBITDA targets are met. The directors resolved that the transaction would
be subject to shareholder approval due to the relationship of the vendors with Wesley Maas. The resolution was passed at
the Annual General Meeting with completion occurring on 11 November 2021. Maas Construction and Maas Plumbing are
reported in the Real Estate segment providing construction capability for the commercial development portfolio.
On 27 June 2021, MAAS Commercial Developments Pty Ltd and MAAS Self Storage (Southern) Pty Ltd atf the MAAS Self
Storage (Southern) Unit Trust 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 issued at
completion and cash of $2.700m payable at completion. There is no deferred or contingent consideration. The directors
resolved that the transaction would be subject to shareholder approval due to the relationship of the vendors with Wesley
Maas. The resolution was passed at the Annual General Meeting with completion occurring on 11 November 2021. The Spacey
Self Storage business is reported in the Real Estate segment and will form a key platform of growth for the commercial
property portfolio.
The interdependence of agreements provisions of AASB 3 have been applied, thus accounting for the MAAS Construction,
MAAS Plumbing and Spacey Self Storage businesses as a combined transaction.
Acquisition of Brett Harvey
On 22 December 2021, the consolidated entity completed an acquisition of Brett Harvey Construction Pty Ltd (Brett Harvey),
a residential home building company based in Dubbo, NSW, for initial consideration of 1,136,842 ordinary shares in MGH. Up
to 947,368 additional ordinary shares of MGH are contingent upon the EBITDA performance of Brett Harvey over the next 3
years. The shares being issued at completion are subject to voluntary escrow arrangements with one-third of the shares to
be released from escrow each year over the next 3 years. The acquisition of Brett Harvey further strengthens the vertically
integrated house and land package delivery capability within MGH's growing Real Estate segment.
Acquisition of Westwood
On 14 September 2021, the consolidated entity entered into an agreement to purchase the business and operations of
Quarry Materials Queensland Pty Ltd (“Westwood”) for an agreed cash consideration of $2.350m. There is no deferred
or contingent consideration. The acquisition completed on 27 October 2021. The Westwood business operates in the
Construction Materials segment and complements the Group’s growth strategy in growing its Construction Materials
business.
Notes to the consolidated financial statements
30 June 2022
Note 37. Business combinations (continued)
Acquisition of Dawson Quarries (Dawson)
On 17 December 2021, the consolidated entity entered into a share purchase agreement to acquire all the issued shares of
Dawson Quarries Pty Ltd (“Dawson”). The acquisition completed on 1 April 2022. The purchase price comprised of cash of
$4.000m on completion. The Dawson business operates in the Construction Materials segment and further compliments
MGH's network of construction materials operations in Central Queensland. 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 Blackwater Quarries
On 28 February 2022, the consolidated entity entered into an agreement to purchase the shares of Blackwater Quarries
Pty Ltd (Blackwater Quarries). Blackwater Quarries operates four quarries and one concrete plant in Central Queensland.
This strategic acquisition expands MGH’s existing integrated network of construction materials operations across Central
Queensland. This acquisition will enable the further realisation of synergies and provides MGH with a platform for continued
growth. The acquisition also includes mobile crushing plant and equipment that will be able to be utilised across MGH’s
portfolio of quarries in the region. The transaction completed on 21 March 2022. The consideration for the acquisition
comprises an initial cash payment of $25.750m, $1.363m in working capital adjustments and the issue of 193,798 shares in
MGH (Acquisition Consideration). The cash component of the Acquisition Consideration was funded from existing cash
reserves and debt facilities. Further cash consideration will be payable, contingent on Blackwater Quarries achieving defined
operating targets, for a period of up to five years from completion up to $2.500m (Contingent Consideration). 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 Astleys Building Supplies (Astleys)
On 1 February 2022, the consolidated entity entered into an agreement to purchase the Plumbing, Hardware & Plaster
business Rosalu Pty Ltd and Dubplast Pty Ltd, together (“Astleys”) for an agreed cash consideration of $9.650m. The
acquisition completed on 28 February 2022. The building materials retailer operates in the Real Estate segment and
complements the consolidated entity’s growth strategy in increasing the consolidated entity's vertically integrated
residential and commercial construction capacity. 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 Earth Commodities Gladstone (ECG)
On 9 September 2021, the consolidated entity entered into an agreement to acquire the business assets and quarry leases
owned and operated by Earth Commodities Gladstone Pty Ltd (“ECG"). The acquisition completed on 24 February 2022. The
purchase price comprised of cash on completion of $7.500m and $1.025m of settlement working capital adjustments. The
ECG business operates in the Construction Materials segment and further compliments MGH's network of construction
materials operations in Central Queensland. 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 GARDE
On 19 May 2022, the consolidated entity entered into an agreement to purchase the shares of DPG Civil Pty Ltd and its
subsidiaries (Garde). Garde was established in 1981 and is a specialist provider of complex installation and maintenance
services for underground high-voltage cables and assets in Sydney and New South Wales. This strategic acquisition is highly
complementary to MGH’s existing Civil Construction and Hire (CCH) Segment and expands MGH's capabilities to include
a Sydney-based, highly respected infrastructure delivery specialist. MGH is confident that this acquisition will enable the
realisation of synergies in CCH and other MGH segments. With this acquisition, MGH will also have a high voltage specialist
electrical offering for the growing infrastructure and renewable energy sectors complimentary to the JLE business. The
transaction completed on 31 May 2022. The consideration for the acquisition includes an initial cash payment of $29.700m,
$5.218m of settlement adjustments and the issue of 731,974 shares in MGH (Acquisition Consideration). The cash component
of the Acquisition Consideration was funded from existing cash reserves and debt facilities. Further cash consideration
may be payable, contingent on GARDE achieving certain EBITDA targets for the three financial years following completion
up to a possible $35.000m (Contingent Consideration). 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.
110 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 111
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 37. Business combinations (continued)
Details of the acquisition are as follows:
Table 1:
Notes to the consolidated financial statements
30 June 2022
Note 37. Business combinations (continued)
Table 2:
Redimix
Fair value
Inverell
Fair value
A1
Earthworx
Fair value
Stanaway
Fair value
Maas
Brothers
Fair value
Brett
Harvey
Fair value
Westwood
Fair value
Sub-total
Table 1
Fair value
Dawson
Fair value
Blackwater
Quarries
Fair value
ABS
Fair value
ECG
Fair value
GARDE
Fair value
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Cash and cash equivalents
Trade receivables
Income tax refund due
Inventories
Prepayments
Other current assets
Investment property
-
-
-
-
-
-
120
135
-
-
-
-
-
-
Property, plant and equipment
4,048
3,765
Intangibles
Deferred tax asset
Trade and other payables
Current tax liability
Deferred tax liability
Employee benefits
Lease liability
Other liabilities
860
-
-
-
-
-
-
-
-
-
(156)
(133)
-
-
-
-
458
1,582
-
257
105
206
-
6,946
2,440
98
(7)
(252)
(327)
-
-
1,625
4,148
723
-
486
87
-
1,751
932
2,431
12
-
-
494
16,171
105
2,069
934
-
-
56
639
-
-
-
-
-
930
-
128
-
180
4,000
2,500
2,230
1,069
175
-
44
-
-
-
-
(136)
-
(388)
(219)
(147)
(15)
-
-
(167)
(437)
-
(147)
4,454
5,550
-
-
2,292
-
-
-
-
-
(1,372)
(5,606)
(1,908)
(1,088)
Cash and cash equivalents
Trade receivables
Income tax refund due
Inventories
Prepayments
Other current assets
Investment property
Property, plant and equipment
Intangibles
Deferred tax asset
Trade and other payables
Current tax liability
Deferred tax liability
Employee benefits
Lease liability
Other liabilities
5,084
9,095
735
1,442
647
1,554
16,171
16,795
13,099
317
(9,974)
(143)
(252)
(1,385)
-
(751)
914
832
-
205
2,770
-
-
-
-
-
-
-
1,714
2,746
2,865
999
-
31
-
3,629
2,150
-
(41)
-
-
-
74
-
-
-
454
-
23,702
1,908
4,190
-
(982)
(460)
-
-
-
-
-
(1,764)
(971)
(2,560)
-
-
2,263
5,107
814
-
116
1,939
-
8,466
17,804
1,549
9,766
778
4,052
16,171
15
-
-
5,408
10,960
60,494
2,140
12,960
36,447
-
-
-
-
2,166
2,483
(2,518)
(15,279)
(14)
(1,588)
(2,601)
(5,413)
(124)
(255)
(37)
(380)
(2,181)
-
-
8,379
1,280
-
-
(2,132)
(2,132)
-
(751)
8,525
28,680
130,666
-
9,538
46,802
Net assets acquired
4,872
3,767
10,134
6,834
20,081
Goodwill
912
-
2,325
9,945
17,252
Net assets acquired
52,434
4,000
28,648
Goodwill
35,984
-
-
Acquisition-date fair value of the
total consideration transferred
Representing:
5,784
3,767
12,459
16,779
37,333
10,004
2,292
Acquisition-date fair value of the
total consideration transferred
Representing:
88,418
4,000
28,648
9,659
8,525
38,218
177,468
Cash paid or payable
5,344
2,572
MGH shares issued
Contingent consideration
440
-
-
1,195
8,575
2,084
1,800
-
9,360
7,419
2,700
28,101
6,532
-
2,292
Cash paid or payable
21,483
4,000
27,113
9,659
8,525
34,918
105,698
5,457
4,547
-
-
MGH shares issued
Contingent consideration
45,442
21,493
-
-
891
644
-
-
-
-
3,300
49,633
-
22,137
5,784
3,767
12,459
16,779
37,333
10,004
2,292
88,418
4,000
28,648
9,659
8,525
38,218
177,468
Cash used to acquire business, net
of cash acquired:
Fair value of the total consideration
transferred
Less: cash and cash equivalents
Less: contingent consideration
Less: shares issued as part of
consideration
Less: deferred consideration
Net cash used/(received)
-
-
(440)
-
5,344
(918)
1,654
5,784
3,767
12,459
16,779
37,333
10,004
2,292
Cash used to acquire business, net
of cash acquired:
Fair value of the total consideration
transferred
88,418
4,000
28,648
9,659
8,525
38,218
177,468
-
(458)
(1,625)
(932)
(2,069)
(1,195)
(1,800)
(7,419)
(6,532)
(4,547)
-
(2,084)
(9,360)
(28,101)
(5,457)
-
-
-
-
-
-
-
-
Less: cash and cash equivalents
(5,084)
(914)
Less: contingent consideration
(21,493)
Less: shares issued as part of
consideration
(45,442)
Less: deferred consideration
(918)
-
-
-
(205)
(644)
(891)
-
-
-
-
-
-
-
-
-
(2,263)
(8,466)
-
(22,137)
(3,300)
(49,633)
-
(918)
8,117
(1,625)
1,768
(2,069)
2,292
Net cash used
15,481
3,086
26,908
9,659
8,525
32,655
96,314
112 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 113
MAAS Group Holdings Limited MAAS Group Holdings Limited Notes to the consolidated financial statements
30 June 2022
Note 37. Business combinations (continued)
Revenue and profit contribution
If the acquisitions had occurred on 1 July 2021, the consolidated results for the year ended 30 June 2022 would have been as
follows:
Notes to the consolidated financial statements
30 June 2022
Note 37. Business combinations (continued)
Acquired receivables
A1 Earthworks
Stanaway
Maas Brothers
Brett Harvey
Dawson
Blackwater Quarries
Astleys
GARDE
Other consolidated entities
Net profit
for the
period
after tax
$’000
1,420
2,839
5,733
1,715
511
1,795
1,653
3,823
19,489
49,348
68,837
Revenue
$’000
21,597
45,394
27,785
23,584
7,400
44,745
16,755
27,309
214,569
411,889
626,458
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 2021, together with the consequential tax
effects.
The acquired businesses contributed the following revenues and net profit to the consolidated entity from the dates of their
respective acquisitions to 30 June 2022:
A1 Earthworks
Stanaway
Maas Brothers
Brett Harvey
Dawson
Blackwater Quarries
Astleys
GARDE
Net profit
for the
period
after tax
Revenue
$’000
20,010
33,829
20,501
11,292
2,012
5,387
9,066
3,135
$’000
1,366
2,796
4,471
1,129
283
598
1,037
534
105,232
12,214
It is impractical to isolate the post-acquisition revenue and net results for the period and for Inverell, Redimix, Westwood and
Earth Commodities Gladstone given the acquisitions have been operationally consumed within Regional Quarries Australia
Pty Ltd.
A1 Earthworx
Stanaway
Maas Brothers
Brett Harvey
Dawson
Blackwater Quarries
GARDE
Indefinite
-lived
intangible
assets
Goodwill
$’000
1,582
4,148
2,431
934
832
2,770
5,107
$’000
(1,582)
(4,148)
(2,431)
(934)
(832)
(2,770)
(5,107)
17,804
(17,804)
Total
$’000
-
-
-
-
-
-
-
-
Acquisition-related costs
Acquisition-related costs totalling $3.122m that were not directly attributable to the issue of shares are disclosed separately in
the statement of profit or loss and other comprehensive income as Transaction costs relating to business combinations.
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.
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.
114 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 115
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 38. 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:
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
A1 Earthworx Mining & Civil 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
DPG Civil Pty Ltd
Elbac Pty Ltd
Garde Services 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
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
116 | Financial Report | 30 June 2022
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
Indonesia
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
Ownership interest
2022
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
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%
Notes to the consolidated financial statements
30 June 2022
Note 38. Interests in subsidiaries (continued)
Name
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
Blackwater Quarries Pty Ltd
Dawson Quarries Pty Ltd
Regional Hardrock Yatala Pty Ltd
Regional Hardrock Yatala 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
Astley's Building Supplies Pty Limited
Brett Harvey Constructions Pty Ltd
Maas Building Materials Pty Ltd
MAAS Building Pty Ltd
Maas Commercial Bultje Holdings 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
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
Ownership interest
2022
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
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%
-
-
-
-
-
Financial Report | 30 June 2022 | 117
MAAS Group Holdings Limited MAAS Group Holdings Limited Notes to the consolidated financial statements
30 June 2022
Note 38. Interests in subsidiaries (continued)
Name
Maas Commercial Bultje Unit Trust
Maas Commercial CC SL No2 Unit Trust
Maas Commercial Cobbora Pty Ltd
Maas Commercial Cobbora Unit Trust
Maas Commercial Fitzroy Pty Ltd
Maas Commercial Fitzroy Unit Trust
Maas Commercial Leeds Pty Ltd
Maas Commercial Leeds Unit Trust
Maas Commercial Oliver House Pty Ltd
Maas Commercial Oliver House Unit Trust
Maas Commercial Parafield Pty Ltd
Maas Commercial Parafield Unit Trust
Maas Commercial Shopping Centre SL UT PL
Maas Constructions (Dubbo) Pty Ltd
MAAS Group Properties 103 Prince Pty Ltd
MAAS Group Properties Bunglegumbie East Pty Limited
Maas Group Properties Collina Pty Ltd
Maas Group Properties Ellida Pty Ltd
MAAS Group Properties Killarney Pty Ltd
Maas Group Properties Leeds Pty Ltd
MAAS Group Properties Miriam Pty Ltd
Maas Group Properties RBD Holdings PL
Maas Group Properties RBD Unit Trust
Maas Group Properties Sheraton View
MAAS Group Properties Veravista Pty Ltd
Maas Group RAAF Residential Pty Ltd
Maas Investment Holdings Pty Ltd
Maas Investment No1 Unit Trust
Maas Investment Properties No1 Unit Trust
Maas Property Management Pty Ltd
Maas Self Storage (Canberra) Pty Ltd
Maas Self Storage (Eastern) Pty Ltd
Maas Plumbing Pty Ltd
R Maas Investments Pty Ltd
Regional Demolition Pty Ltd
S Maas Investments Pty Ltd
Spacey Storage Pty Ltd
Stanaway Pty Limited
EMS International Pty Ltd
VMS Engineering Company Ltd
EMS Power Solutions UK 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
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Vietnam
United Kingdom
Ownership interest
2022
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2021
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100%
100%
100%
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.
Notes to the consolidated financial statements
30 June 2022
Note 38. Interests in subsidiaries (continued)
Transactions with non-controlling interests
30 June 2021
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 $2.520m. Immediately prior to the acquisition, the carrying
amount of the existing 25% non-controlling interest in VMS was $2.624m. The group recognised a decrease in non-
controlling interests of $2.520m. 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 26)
Consolidated
2021
$’000
2,624
(2,521)
103
Note 39. Events after the reporting period
(a) Share Placement
On 29 July 2022, the company announced its intention to undertake a capital raising of $105.000m via a Placement,
comprising an Institutional Placement of $35.000m and a Founder and Management Placement of $70.000m via two
separate tranches. Proceeds of the capital raising will be used to fund growth and acquisition initiatives, including near-
term opportunities in the Construction Materials segment. Directors of MGH (or entities associated with them) and other
Founding Shareholders and executives of MGH have committed approximately $70.000m in the Founder and Management
Placement (subject to shareholder approval for related parties).
On 3 August 2022, MGH issued 8,750,000 fully paid ordinary shares in the company to institutional and professional investors
under the Institutional Placement announced on 29 July 2022. The company also issued 1,287,500 fully paid ordinary shares
in the company under Tranche 1 of the Founder and Management Placement announced on 29 July 2022. The second
tranche is due to close post the meeting of shareholders to consider the proposed placement to directors of MGH, which if
approved, is expected to occur in October 2022.
(b) Share purchase plan (SPP)
On 19 July 2022 MGH issued 636,364 fully paid shares in the company at an issue price of $5.50. These were the remaining
shares to be issued to investors pursuant to outstanding commitments to subscribe for the Share Purchase Plan Shortfall
previously announced and approved at the 2021 Annual General Meeting of 9 November 2021.
On 29 July 2022, as part of the capital raising announcement on 29 July 2022 outlined in (a) above, MGH also offered a Share
Purchase Plan to eligible Australian and New Zealand shareholders to raise up to $10.000m. The results of the SPP are due to
be announced on 19 August 2022.
(c) Dividend
The Directors declared a fully franked final dividend of 3.5 cents per share on 18 August 2022, which reflects a full year
dividend of 5.5 cents per share, an increase of 10% from the prior year.
(d) Acquisition
Schwarz
On 1 July 2022, the consolidated entity entered into an agreement to acquire Schwarz Excavations Pty Ltd (Schwarz) for an
initial cash payment of $34.858m and the issue of 913,194 shares in MGH for a total consideration of $38.620m (Acquisition
Consideration). Further cash consideration may be payable, contingent on Schwarz achieving certain EBITDA targets for the
three financial years following completion up to $3.000m. The acquisition completed on 22 July 2022. The financial effects
of this transaction have not been recognised at 30 June 2022. The operating results and assets and liabilities of the acquired
business will be consolidated from completion. The Schwarz business operations will be reported in the Civil, Construction &
Hire segment.
The provisionally determined fair values of the assets and liabilities of acquisitions completed as at the date of this report are
as follows:
Working capital
Land
Plant and equipment
Provisions
Net assets acquired
Goodwill and other identifiable intangible assets
Acquisition-date fair value of the total consideration transferred
Fair value
$’000
3,600
4,600
27,500
(100)
35,600
3,020
38,620
No other matter or circumstance has arisen since 30 June 2022 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.
118 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 119
MAAS Group Holdings Limited MAAS Group Holdings Limited Notes to the consolidated financial statements
30 June 2022
Note 40. Cash flow information
Reconciliation of profit after income tax to net cash from operating activities
Notes to the consolidated financial statements
30 June 2022
Note 40. Cash flow information (continued)
Changes in liabilities arising from financing 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 investment properties
Share of profit - associates
Share-based payments
Fair value adjustments to contingent consideration
Net loss on disposal of investment property
Unwinding of interest on vendor financing
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
Increase in inventories
Increase in deferred tax assets
Decrease/(increase) in prepayments
Decrease/(increase) in current income tax receivable/payable
Decrease/(increase) in other operating assets
Increase in trade and other payables
Increase/(decrease) in contract liabilities
Increase in deferred tax liabilities
Increase in employee benefits
Increase/(decrease) in other provisions
Net cash from operating activities
Non-cash investing and financing activities - not previously disclosed
Dividend reinvestment plan share issues
Share based payments
Partial settlement of business combinations through the issue of shares
Consolidated
2022
$’000
61,562
30,569
-
(2,649)
2021
$’000
34,742
15,706
(85)
(1,031)
(18,843)
(9,284)
(761)
769
(6,546)
12
464
-
501
(28,363)
(18,166)
-
352
26
-
317
(400)
413
(3,301)
2,802
(44,590)
(4,290)
(6,452)
(2,623)
(547)
311
983
(4,170)
(1,551)
12,736
10,212
19,073
1,065
49
7,451
687
2,514
(65)
9,305
476
(200)
44,278
Consolidated
2022
$’000
14,105
769
49,633
2021
$’000
3,949
352
6,708
Bank
loans &
multi-
option
facility
Vendor
financing
Leases
Chattel
mortgages
Deferred &
contingent
consider-
ation
Convert-
ible notes
including
derivative
Loans due
to share-
holder &
director
related
entities
Total
Consolidated
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2020
52,649
25,093
64,569
-
1,485
23,294
41,414
208,504
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 37)
Fair value adjustment
on contingent
consideration
Acquisition of land
held for resale
Acquisition of quarry
land
Amortisation and
present value
unwinding
Balance at 30 June
2021
Net cash from/(used
in) financing activities
Acquisition plant &
equipment by means
of finance lease
Changes through
business combinations
(note 37)
Fair value adjustment
on contingent
consideration
Acquisition of land
held for resale
Acquisition of
investment property
Amortisation and
present value
unwinding
Balance at 30 June
2022
(2,481)
(15,320)
(8,210)
6,091
(844)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,777
2,750
413
339
(30,714)
30,714
-
-
20,973
1,206
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,000
25
-
-
-
50,581
20,639
47,824
36,805
2,666
148,050
(14,599)
(13,312)
29,888
(1,323)
-
-
-
-
-
-
-
-
11,818
6,650
501
464
1,572
2,132
-
-
-
-
-
-
-
-
-
-
-
23,055
(6,546)
-
-
-
199,132
24,972
38,216
66,693
17,852
-
-
-
(26,580)
(47,344)
-
-
(14,834)
(14,834)
(23,294)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(23,294)
20,973
3,206
25
7,777
2,750
752
158,515
148,704
1,572
25,187
(6,546)
11,818
6,650
965
346,865
120 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 121
MAAS Group Holdings Limited MAAS Group Holdings Limited Notes to the consolidated financial statements
30 June 2022
Note 41. Earnings per share
Profit after income tax
Non-controlling interest
Consolidated
2022
$’000
61,562
-
2021
$’000
34,742
(172)
Profit after income tax attributable to the owners of MAAS Group Holdings Limited
61,562
34,570
Weighted average number of ordinary shares used in calculating basic earnings per share
287,412,227 240,495,220
Adjustments for calculation of diluted earnings per share:
Deferred consideration: shares to be issued to the vendor of Amcor on second anniversary
of the acquisition (note 25)
707,547
9,318
Share rights granted to employees of Macquarie Geotechnical Pty Ltd to be issued in three
equal tranches on the third, fourth and fifth anniversaries of the acquisition (note 42 (b))
Performance rights (note 42 (a))
1,346,687
704,704
51,854
-
Weighted average number of ordinary shares used in calculating diluted earnings per share
289,518,315 241,209,242
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
Cents
21.42
21.26
14.37
14.33
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.
Notes to the consolidated financial statements
30 June 2022
Note 42. Share-based payments (continued)
On 30 June 2022, the Board granted 143,291 performance rights to employees. For the five tranches totalling 43,478
performance rights, 20% of these rights will vest on 22 March 2023 with the remaining 80% vesting equally over a further
4-year period ending 22 March 2027 (20% per annum). For the three tranches totalling 99,813 performance rights, 33.3% of
the performance rights will vest 12 months after the issue date and the remaining 66.67% will vest equally over a further
2-year period ending 30 June 2025 (33.33% per annum). Vesting of each of the above tranches are contingent on the
respective employees remaining employed with MGH with any non-vested performance rights forfeited at the date of
resignation. All performance rights are subject to individual key performance indicators. The value of the performance rights
granted was $650,000.
(b) Share rights
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 37). 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.
(c) Summary of movements in share rights and performance rights
Set out below are summaries of share rights and the performance rights:
2022
Grant date
Vesting date
Exercise
price
Balance at
start of year
Granted
Exercised
Expired/
forfeited/
other
Balance at
end of year
20/12/2020
20/12/2023
20/12/2020
20/12/2024
20/12/2020
20/12/2025
23/12/2021
23/12/2022
23/12/2021
23/12/2023
30/06/2022
22/03/2023
30/06/2022
22/03/2024
30/06/2022
22/03/2025
30/06/2022
22/03/2026
30/06/2022
22/03/2027
30/06/2022
30/06/2023
30/06/2022
30/06/2024
30/06/2022
30/06/2025
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
448,896
448,896
448,895
-
-
-
-
-
-
-
-
-
-
-
-
-
18,868
18,868
8,696
8,696
8,696
8,695
8,695
33,271
33,271
33,271
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
448,896
448,896
448,895
18,868
18,868
8,696
8,696
8,696
8,695
8,695
33,271
33,271
33,271
1,527,714
Note 42. Share-based payments
1,346,687
181,027
(a) Long term incentive plan
On 9 November 2021, the company’s members approved a Long Term Incentive Plan (the Plan) to enable equity incentives
including Performance Rights, Options, and Shares to be issued under the Plan to eligible Directors, employees and
contractors.
The Plan is to assist the company to attract and retain key staff, whether employees or contractors. The Plan will:
•
enable the Company to incentivise and retain existing key management personnel and other eligible employees and
contractors needed to achieve the Company’s business objectives;
link the reward of key staff with the achievement of strategic goals and the long-term performance of the Company; and
align the financial interest of participants of the Plan with those of Shareholders.
•
•
On 23 December 2021, the Board granted 37,736 performance rights to an employee. 50% of the performance rights will
vest 12 months after the grant date and the remaining 50% will vesting 24 months after the grant date. Vesting of each of
the performance rights are contingent on the employee remaining employed with MGH with any non-vested performance
rights forfeited at the date of resignation. The performance rights are subject to individual key performance indicators. The
value of the performance rights granted was $186,793.
2021
Grant date
Vesting date
Exercise
price
Balance at
start of year
Granted
Exercised
20/12/2020
20/12/2023
20/12/2020
20/12/2024
20/12/2020
20/12/2025
$0.00
$0.00
$0.00
-
-
-
-
448,896
448,896
448,895
1,346,687
-
-
-
-
Expired/
forfeited/
other
Balance at
end of year
-
-
-
-
448,896
448,896
448,895
1,346,687
The weighted average remaining contractual life of share rights and performance rights outstanding at the end of the
financial year was 2.42 years (2021: 3.48 years).
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.
122 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 123
MAAS Group Holdings Limited MAAS Group Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Directors’ declaration
30 June 2022
Note 42. Share-based payments (continued)
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.
Directors’ declaration
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 2022 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
18 August 2022
Dubbo
Wesley J Maas
Managing Director and Chief Executive Officer
124 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 125
MAAS Group Holdings Limited MAAS Group Holdings Limited
Independent auditor’s report to the members of MAAS Group Holdings Litmited
Independent auditor’s report to the members of MAAS Group Holdings Litmited
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
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 2022 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 2022 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.
Revenue recognition
Key audit matter
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 2022 and the Group derives
revenue from a significant number of streams.
The assessment of revenue recognition and
measurement required significant auditor effort.
How the matter was addressed in our audit
Our procedures included, amongst others:
•
•
•
•
Assessing the revenue recognition policy for
compliance with AASB 15 Revenue from Contracts
with Customers
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.
Valuation and disclosures of non-financial assets including goodwill, PPE and indefinite life intangibles
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.
126 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 127
MAAS Group Holdings Limited MAAS Group Holdings Limited
Independent auditor’s report to the members of MAAS Group Holdings Litmited
Independent auditor’s report to the members of MAAS Group Holdings Litmited
Business combinations and contingent consideration
Key audit matter
How the matter was addressed in our audit
Key audit matter
How the matter was addressed in our audit
The Group’s disclosures in respect to business
combinations are included in note 37 and contingent
consideration is within note 23.
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/payable.
Contingent consideration was present in some
business combinations during the period, which
required fair valuing at initial recognition and
reporting date.
The assessment of business combinations and
contingent consideration 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
Evaluating management’s assessment of each of the
contingent amounts booked at acquisition date and
reporting date, including the accounting for contingent
consideration in the form of shares or cash
Reviewing and challenging management’s assumptions
in respect of the probability of occurrence linked to
financial hurdles and non-financial hurdles, at initial
recognition and reporting date.
Investment Properties
Key audit matter
How the matter was addressed in our audit
•
•
•
Assessing the professional competence and objectivity
of the valuer and evaluate the appropriateness of the
methods and assumptions used
Reviewing management’s classification of assets to
ensure classification in the financial statements is in
accordance with AASB 140
Critically assessing the disclosures in relation to the
determination of the fair value of the investment
properties by comparing these disclosures to the
external valuations obtained and our understanding of
the applicable accounting standards.
Other information
The directors are responsible for the other information. The other information comprises the information contained in
the directors’ report for the year ended 30 June 2022, but does not include the financial report and our 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 identified above
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.
The balance of investment properties is material
and determining the fair value involves significant
judgements.
Significant auditor effort and focus was required on
this balance resulting in this being a key audit
matter for our audit.
Our procedures included, amongst others:
Responsibilities of the directors for the Financial Report
•
Evaluating management’s assessment of the fair value
of the properties by obtaining external valuations for
investment properties held at year end
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.
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.
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.
128 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 129
MAAS Group Holdings Limited MAAS Group Holdings Limited
MAAS Group Holdings Limited
Independent auditor’s report to the members of MAAS Group Holdings Litmited
Independent auditor's report to the members of MAAS Group Holdings Limited
Shareholder Information
The shareholder information set out below is current as at 01 September 2022
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding
In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do
so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian
Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 45 to 51 of the directors’ report for the year ended 30 June
2022.
In our opinion, the Remuneration Report of Maas Group Holdings Limited, for the year ended 30 June 2022, 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, 18 August 2022
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and Over
Ordinary Shares
Number of
Holders
1,239
1,122
366
476
89
Number of
Fully Paid
Shares
549,334
2,974,482
2,789,359
12,346,545
290,797,746
3,292
309,457,466
% of Total
Securities
Issued
0.18
0.96
0.90
3.99
93.97
100
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Name
W & E MAAS HOLDINGS PTY LTD
MRS EMMA MARGARET MAAS
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
MR WESLEY JOHN MAAS
EMS INVEST PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
NATIONAL NOMINEES LIMITED
MR THOMAS PAUL CAVANAGH
DJ PORTER HOLDINGS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
NETWEALTH INVESTMENTS LIMITED
MRS LEESA ROOKE
WILSLAY PTY LTD
MR THOMAS PAUL CAVANAGH
BNP PARIBAS NOMS PTY LTD
MR DAVID MICHAEL ROOKE
DUBSVEGAS PTY LIMITED
MRS KIMBERLEY GAI LARGE
S MAAS HOLDINGS PTY LTD
R MAAS HOLDINGS PTY LTD
Total
Number Held
% of Total
Shares
Issued
67,978,452
41,349,267
25,748,289
19,698,000
15,409,065
14,257,703
13,081,840
12,710,111
7,361,523
6,473,533
4,901,854
4,811,629
4,803,348
4,026,728
3,635,076
3,211,420
3,171,060
2,458,743
2,209,089
1,963,250
1,963,250
21.97
13.36
8.32
6.37
4.98
4.61
4.23
4.11
2.38
2.09
1.58
1.55
1.55
1.30
1.17
1.04
1.02
0.79
0.71
0.63
0.63
261,223,230
84.41
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.
130 | Financial Report | 30 June 2022
Financial Report | 30 June 2022 | 131
MAAS Group Holdings Limited MAAS Group Holdings Limited Shareholder Information
The shareholder information set out below is current as at 01 September 2022
Equity security holders
Substantial holders in the company are set out below
Ordinary Shares
W & E MAAS
Voluntary Escrow
Shares subject to voluntary Escrow are set out below
Number Held
% of Total
Shares
Issued
158,063,039
51.08%
Ordinary Shares
Number Shares
Date Escrow Period Ends
600,000.00
29 September 2022
707,547.00
148,148.00
3 June 2023
16 August 2023
64,195,120.67
31 August 2023
600,000.00
29 September 2023
365,987.00
148,148.00
31 May 2024
16 August 2024
64,195,117.67
31 August 2024
365,987.00
664,375.00
31 May 2025
31 August 2025
600,000.00
29 September 2025
132,590,430
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.
132 | Financial Report | 30 June 2022
MAAS Group Holdings Limited