ANNUAL REPORT 2021
INNOVATIVE
INTEGRATED
INTERNATIONAL
WAGNERS HOLDING COMPANY LIMITED ABN 49 622 632 848
CONTENTS
This annual report gives an overview of Wagners’ business
activities and financial results for FY21. It includes
background on the current business environment in our
sector and outlines our future strategic direction.
It is presented for the information of our shareholders and
other stakeholders interested in the company’s policies,
achievements and corporate responsibility.
ABOUT WAGNERS
OUR STRATEGIC FOCUS 2021-23
FY21 KEY FACTS & FIGURES
WHAT WE PROMISED FY20 — WHAT WE ACHIEVED FY21
CHAIRMAN’S LETTER
CEO’S REPORT
BUSINESS ENVIRONMENT
PEOPLE, COMMUNITY & SAFETY
INNOVATION
SUSTAINABILITY
COMPOSITE FIBRE TECHNOLOGIES
EARTH FRIENDLY CONCRETE®
CONSTRUCTION MATERIALS AND SERVICES
AUSTRALIAN PROJECTS
GOVERNANCE
DIRECTORS
EXECUTIVE TEAM
FINANCIAL REPORT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
CORPORATE DIRECTORY
2
4
8
10
12
14
16
18
22
24
26
28
30
32
34
38
39
41
71
119
121
Quad truck, Duchess,
north-west Queensland
Guiding Principles:
IT'S FAIR
At Wagners we strive for intrepid progress
to achieve beneficial outcomes. We will:
I
Deal with
INTEGRITY
T
Work
TOGETHER
to overcome
challenges
S
Work in a SAFE
environment
F
A
I
R
Be FAMILY
conscious
Encourage and
ACKNOWLEDGE
success
Foster
INNOVATION
REQUIRE
quality and
excellence
1
WAGNERS | ANNUAL REPORT 2021 ABOUT
WAGNERS
Established in 1989 in Toowoomba,
Queensland, Wagners is an ASX-listed
business and leading producer of
construction materials and services for
Australian and international markets.
We are innovative, integrated, and
operate internationally.
Our diverse group of businesses work together to achieve
great outcomes for our customers. We have two main
business units — our Technologies business and our
Construction Materials and Services business (CMS) —
with separate specialist divisions vertically integrated to
support and supply materials or services to each other on a
timely and cost-competitive basis.
`
Technologies business — creates higher-performing,
more sustainable materials that reduce the impact
on the environment. Our Earth Friendly Concrete®
technology and Composite Fibre Technologies deliver
projects globally.
` Construction Materials and Services (CMS) —
includes cement, concrete, aggregates, bulk haulage
services, precast concrete and reinforcing steel.
` We also have a specialist in-house engineering solutions
team which provides innovative maintenance and
engineering solutions across both the CMS and
Technologies business divisions, further enhancing
Wagners’ vertical integration of its businesses.
With external and internal customers, a shared culture and
strong cooperation, the business units are better able to
control outcomes and manage market fluctuations.
Our Guiding Principles underpin everything we do.
They push us to strive for intrepid progress to achieve
beneficial outcomes for all stakeholders — our people,
our customers, our community, and our shareholders.
We innovate, seek value and growth, and create
rewarding roles that encourage employees to deliver
quality products and services.
2
Value drivers
` Highly skilled team with innovative and
entrepreneurial experience
`
Integrated supply chain for reliability and
competitive pricing
` Agility and responsiveness
`
`
`
`
Lean manufacturing and continuing
process improvement
Reputation for delivering quality products
and services
Strong relationships with customers and suppliers
Innovative products that better meet
market needs
Business strengths
` Commitment to innovation — continued
investment into research and development to
create new products and production efficiencies
`
Vertically integrated business
` Global presence — proven ability to operate
globally, with diverse domestic and international
market opportunities
` Our people — committed, skilled teams with a
high-performing safety culture and founded on
our Guiding Principles
`
`
`
Sustainable approach to finance, community
and environment with well-developed
control mechanisms
Targeted capital investment in facilities, people,
plant and equipment to enable strategic growth
In-house technical and manufacturing capabilities
eliminating dependency on third parties
WAGNERS | ANNUAL REPORT 2021 SAFETY IS OUR NUMBER ONE COMMITMENT.
WHEREVER WE OPERATE IN THE WORLD, WE WILL NEVER COMPROMISE ON
THIS COMMITMENT TO SAFETY, OUR PEOPLE AND THE COMMUNITY.
Business dependencies
External
` Global economic challenges arising from
COVID-19 impacts
` Supply chain inputs and costs
` Domestic and international demand for Wagners'
products and services — both Composite
Fibre Technologies (CFT) and Earth Friendly
Concrete® (EFC®)
` Exchange rates
` Environmental legislation and community
expectations to support demand for Wagners'
products and technologies
` Building code reform and international
certification for EFC®
Internal
` Availability of skilled, flexible workforce with
a culture committed to Guiding Principles —
in Australia and internationally
` Protection and enhancement of corporate and
business knowledge
` Ability to continue with research and
development in all aspects of business
` Safety, quality and environmental controls
` Ability to leverage and sustain infrastructure/
mining development cycles
` Reputation — quality, safety and
environmental responsibility
` Capital investment to deliver growth
` High corporate and financial
governance standards
3
WAGNERS | ANNUAL REPORT 2021 OUR STRATEGIC FOCUS
2021–23
Product, service
or function
Technologies business
` Composite Fibre Technologies (CFT)
`
Earth Friendly Concrete® (EFC®)
Two-year
outlook/focus
` Manufacture and supply of innovative and environmentally sustainable
construction materials products globally, including manufacture from
internationally based manufacturing facilities
`
`
Continued investment and focus on new product development
and innovation
Establish supply chain partners (e.g. hardware/landscape outlets)
to distribute stock-length product to broader markets that do not
currently have access to the product
Strengths and dependencies/
key success factors
Outputs
determining success
`
`
Strong international partnerships providing market
Increased global presence with revenue generation
opportunities/channels to market
from new geographic locations
International demand for environmentally sustainable
Increased customer demand both in Australia
construction materials
and globally
`
Shortage and price increases of traditional construction
` Development of new product lines (R&D phase)
materials provide opportunity to enter new markets
` Revenue generation from new product lines
` Accelerated scaling-up of international operations
`
`
Standards and technical certification across multiple jurisdictions
Product R&D — product development, evolution of current technologies,
new applications for technology/product, development of additional raw
materials and focus on developing manufacturing efficiencies
Increased marketing and sales focus across south-east Queensland using
Wagners’ existing batch plant network and delivery trucks
`
Construction Materials
and Services (CMS)
` Cement
`
Pre-mix concrete
` Quarry materials
`
` Reinforcing steel
` On-site crushing
`
Transport and haulage services
Precast and prestressed concrete
` CMS (general)
–
–
Target opportunities for growth and acquisition that enhance
vertical integration or deliver value through existing resources,
skills and assets
Focus on production and service efficiencies
` Cement
`
Increased revenue and profitability
– Alternate raw material grinding from Pinkenba VRM (cement)
–
–
Expansion of product lines and geographical markets
Increase plant capacity to service emerging market of
blended products
Increase bagging capability to reduce costs and increase capacity
–
4
`
`
`
`
`
`
` Generation of production efficiencies, increasing profitability
`
Increased utilisation of two newly manufactured pultrusion
machines generates revenue growth
Strong brand presence in target markets
International demand for EFC®
` Multiple international manufacturing sites —
production centres established in target markets
`
Increased demand for EFC® throughout Australia
(and beyond south-east Queensland)
` Additional manufacturing sites in Australia
`
Securing strategic channel partnerships — long-term
supply arrangements for EFC® activator supply
` Acceptance by end-users of EFC® as a substitute material
` Measured and reported reduction in carbon emissions
for OPC concrete
as a result of EFC® use
Increased revenue and profit margins as a group and from
new opportunities
materials and services
Strong brand presence as a key provider of construction
`
Significant capital investment required to
scale-up operations
` Acceptance and adoption of EFC® as a substitute material
for Ordinary Portland Cement (OPC) by international
jurisdictions — international standards certification
`
Product demand in both existing markets
and new geographical markets
` Market conditions
` Availability of capital
` Quality of products and services
` Overall market and brand reputation
` Commitment and funding for major
infrastructure projects
` Continued activity in resources sector —
commodity price-dependent
WAGNERS | ANNUAL REPORT 2021 WAGNERS’ GROWTH AND STRATEGIC PLANNING IS
FOCUSED ON ACHIEVING POSITIVE PEOPLE, FINANCIAL,
AND ENVIRONMENTAL OUTCOMES.
THIS CONCISE OVERVIEW OF OUR STRATEGY
SHOWS THE KEY AREAS OF FOCUS.
Strengths and dependencies/
key success factors
Outputs
determining success
Strong international partnerships providing market
opportunities/channels to market
International demand for environmentally sustainable
construction materials
`
`
Increased global presence with revenue generation
from new geographic locations
Increased customer demand both in Australia
and globally
`
`
`
Shortage and price increases of traditional construction
materials provide opportunity to enter new markets
Product, service
or function
Technologies business
Two-year
outlook/focus
` Composite Fibre Technologies (CFT)
Continued investment and focus on new product development
`
Earth Friendly Concrete® (EFC®)
` Accelerated scaling-up of international operations
` Manufacture and supply of innovative and environmentally sustainable
construction materials products globally, including manufacture from
internationally based manufacturing facilities
`
`
`
`
`
and innovation
Establish supply chain partners (e.g. hardware/landscape outlets)
to distribute stock-length product to broader markets that do not
currently have access to the product
Standards and technical certification across multiple jurisdictions
Product R&D — product development, evolution of current technologies,
new applications for technology/product, development of additional raw
materials and focus on developing manufacturing efficiencies
Increased marketing and sales focus across south-east Queensland using
Wagners’ existing batch plant network and delivery trucks
`
Significant capital investment required to
scale-up operations
` Acceptance and adoption of EFC® as a substitute material
for Ordinary Portland Cement (OPC) by international
jurisdictions — international standards certification
Construction Materials
and Services (CMS)
` Cement
Pre-mix concrete
` Quarry materials
`
`
` Reinforcing steel
` On-site crushing
Precast and prestressed concrete
`
Transport and haulage services
` CMS (general)
–
Target opportunities for growth and acquisition that enhance
vertical integration or deliver value through existing resources,
skills and assets
–
Focus on production and service efficiencies
`
Product demand in both existing markets
and new geographical markets
` Market conditions
` Availability of capital
` Quality of products and services
` Overall market and brand reputation
` Commitment and funding for major
infrastructure projects
` Continued activity in resources sector —
commodity price-dependent
` Cement
– Alternate raw material grinding from Pinkenba VRM (cement)
–
–
Expansion of product lines and geographical markets
Increase plant capacity to service emerging market of
blended products
–
Increase bagging capability to reduce costs and increase capacity
` Development of new product lines (R&D phase)
` Revenue generation from new product lines
` Generation of production efficiencies, increasing profitability
`
Increased utilisation of two newly manufactured pultrusion
machines generates revenue growth
Strong brand presence in target markets
International demand for EFC®
`
`
` Multiple international manufacturing sites —
`
production centres established in target markets
Increased demand for EFC® throughout Australia
(and beyond south-east Queensland)
` Additional manufacturing sites in Australia
`
Securing strategic channel partnerships — long-term
supply arrangements for EFC® activator supply
` Acceptance by end-users of EFC® as a substitute material
for OPC concrete
` Measured and reported reduction in carbon emissions
as a result of EFC® use
`
`
Increased revenue and profit margins as a group and from
new opportunities
Strong brand presence as a key provider of construction
materials and services
`
Increased revenue and profitability
5
WAGNERS | ANNUAL REPORT 2021 OUR STRATEGIC FOCUS 2021–23 (CONTINUED)
Product, service
or function
Construction Materials
and Services (CMS)
(continued)
Two-year
outlook/focus
` Concrete
–
–
Increase in concrete volumes both from existing plants and as new
plants are established
Increase the number of fixed plants — subject to market conditions
` Major projects
–
Targeted business development to secure international and major
infrastructure opportunities
Capital investment
`
Planned investment in:
–
– CFT facilities (domestically and internationally), pultrusion capacity
Scaling-up of EFC® operations in Australia and internationally
and productivity
Fixed concrete plant network
–
– Opportunities that deliver value to Wagners’ vertically integrated
business model
People and Culture
` Continued focus on the development, training and retention of
our employees
Customer and supplier
relationships
`
`
`
Investment in sales and marketing team resources and training to ensure
all customer experiences are best-in-class
Long-term customer contracts that require us to invest significant capital
to service specific needs
Long-term supply contracts with key material and service providers
6
Strengths and dependencies/
key success factors
Outputs
determining success
`
Increased revenue and profitability
` Decrease in fixed plant footprint
`
Timing of project commencement
` Availability of project opportunities
`
Strengths:
Successful delivery of secured projects
Increased tendering activity
` Revenue generation from new projects
–
Experienced and dedicated business development
team with proven success in securing projects
–
Innovation in plant, equipment and processes to
reduce costs while obtaining a competitive advantage
over other suppliers of similar services
`
`
`
`
`
`
`
`
`
Increased sales and profitability
Increased profit margins through innovative
production efficiencies
Staff retention
Improved productivity
` Customer service excellence
` Market reputation as an employer of choice
`
Increased customer base
` Diversification of product demand from existing
customer base
Secure, long-term supply chain value
Positive customer feedback metrics
` Repeat business
Increase in scope driving larger revenue on projects
`
`
`
People
Safety
Training
` Culture
`
Innovation
WAGNERS | ANNUAL REPORT 2021 Product, service
or function
Construction Materials
and Services (CMS)
(continued)
Two-year
outlook/focus
` Concrete
–
Increase in concrete volumes both from existing plants and as new
plants are established
–
Increase the number of fixed plants — subject to market conditions
` Major projects
–
Targeted business development to secure international and major
infrastructure opportunities
Capital investment
`
Planned investment in:
–
Scaling-up of EFC® operations in Australia and internationally
– CFT facilities (domestically and internationally), pultrusion capacity
and productivity
–
Fixed concrete plant network
– Opportunities that deliver value to Wagners’ vertically integrated
business model
People and Culture
` Continued focus on the development, training and retention of
our employees
Customer and supplier
relationships
`
`
`
Investment in sales and marketing team resources and training to ensure
all customer experiences are best-in-class
Long-term customer contracts that require us to invest significant capital
to service specific needs
Long-term supply contracts with key material and service providers
Strengths and dependencies/
key success factors
Outputs
determining success
`
Timing of project commencement
` Availability of project opportunities
`
Strengths:
–
–
Experienced and dedicated business development
team with proven success in securing projects
Innovation in plant, equipment and processes to
reduce costs while obtaining a competitive advantage
over other suppliers of similar services
`
People
`
Safety
`
Training
` Culture
`
Innovation
`
`
Increased revenue and profitability
Increase in fixed plant footprint
Successful delivery of secured projects
Increased tendering activity
`
`
` Revenue generation from new projects
`
`
Increased sales and profitability
Increased profit margins through innovative
production efficiencies
`
Staff retention
`
Improved productivity
` Customer service excellence
` Market reputation as an employer of choice
Increased customer base
`
` Diversification of product demand from existing
customer base
Secure, long-term supply chain value
Positive customer feedback metrics
`
`
` Repeat business
`
Increase in scope driving larger revenue on projects
7
WAGNERS | ANNUAL REPORT 2021 FY21
key fACTS & FIGURES
$323 MILLION
group revenue
Innovation
5 new CFT products
commercialised
5 new CFT product
lines in research and
development phase
8
WAGNERS | ANNUAL REPORT 2021
> 6,000m3
EFC® batched
and delivered
10.1 MILLION
kilometres
travelled
8.4 MILLION
tonnes hauled
7
countries
worked
54%
concrete
volume up
688
employees
418,913m
CFT pultrusion
> 2 MILLION TONNES
quarry materials crushed
Compton Road Bridge leaving
Wellcamp manufacturing facility
9
WAGNERS | ANNUAL REPORT 2021 WHAT WE PROMISED FY20 —
WHAT WE ACHIEVED FY21
WHAT WE PROMISED FY20
WHAT WE ACHIEVED FY21
Construction Materials and Services
` Provide long-term solutions to construction,
infrastructure and resource industry projects
` Target opportunities for growth and
acquisition that enhance vertical integration
or new geographic regions
` Focus on production efficiencies
` Integrated supply chain — target
opportunities that enhance vertical integration
` Competitive advantage over other suppliers
composite fibre technologies
` Manufacture and supply of innovative and
environmentally sustainable construction
materials and finished products globally
` New product development and innovation
Secured renewal of two long-term haulage services agreements
in the north-west Queensland minerals province. Secured a
new haulage services agreement in the Northern Territory.
Commencement of production of precast concrete tunnel
segments for the Cross River Rail Project.
A number of acquisition opportunities were explored
throughout the period.
New blending capability established at Pinkenba. Added a
double roadtrain to the fleet, increasing payloads.
Investment in in-house capabilities and expansion of concrete
network (with EFC® capabilities) enhancing vertical integration
across the business providing channels to market for Wagners’
Construction Materials and Services.
Broader service offering and vertical integration through our
diverse range of business units providing a ‘one-stop shop’
to customers.
Pultrusion manufactured in Wagners’ Wellcamp CFT facility was
supplied to multiple projects internationally — US, UAE, NZ,
Canada and Oman.
Development of power and light poles with supply contracts
secured. Development, marketing and sales of light poles,
retaining walls and fencing solutions.
` Increasing our in-house capabilities and
Expansion of in-house capabilities:
production efficiencies
` Continued focus on global markets and
opportunities for CFT — USA, UK and
Middle East
` Establish USA manufacturing plant for CFT
Injection moulding now carried out in-house (rather than
externally sourced) with development of testing and quality
assurance requirements.
Site civil and installation service offering to clients now
established and operational.
Dedicated business development team established to service
global markets.
While the USA manufacturing plant was not established due to
COVID-19, a freehold property in Texas was purchased during
the period. Construction of the facility is now under way, with
commissioning of the pultrusion machine expected in October/
November 2021.
10
WAGNERS | ANNUAL REPORT 2021
WHAT WE PROMISED FY20
WHAT WE ACHIEVED FY21
EFC®
` Commercialisation on a global scale
` Invest in environmental credentials for
EFC® internationally
` Invest in business and development teams to
achieve sales growth for EFC® in international
and domestic markets
` Establish international partnerships to support
the distribution of EFC®
Major projects
` Focus on securing international and
major infrastructure opportunities for the
CMS business
Capital investment
` Continued investment in fixed concrete
plant network
` Focused approach on investment in
opportunities that deliver value to Wagners’
vertically integrated business model
EFC® supplied to projects in Australia, London, Germany and
India during 2021.
EFC® standards roadmap established for various jurisdictions,
with committed investment into seeking relevant standards
approval, enabling application of EFC® in multiple applications
and jurisdictions.
Australian sales team established. COVID-19 impacted the
ability to get an international sales team operational. This
remains a focus for FY22 with a number of positions in the UK
now under recruitment.
International supply and technology development partnerships
established to enable development of the technology and
distribution of EFC® to customers moving from traditional
concrete to EFC® technology.
There were no major infrastructure projects secured during
FY21 due to the lack of activity in this sector and delays in
project commencement. Significantly impacted by COVID-19
lockdowns and travel restrictions.
An additional plant was added to our network. New delivery
trucks deployed. Upgrade completed to increase capacity at the
Carrara concrete plant.
Engineering Solutions Centre established and now generating
revenue from external customers.
` Product development and innovation
EFC® technology development progressed.
` Investment in CFT facilities, pultrusion
capacity, and productivity
CFT robotic manufacturing cell fully commissioned, two
new pultrusion machines manufactured and ready for
commissioning, new factory currently under construction to
accommodate the machines. In-house injection moulding
production lines now commissioned.
11
WAGNERS | ANNUAL REPORT 2021
CHAIRMAN’S
LETTER
To my fellow shareholders of Wagners Holding
Company Limited (WGN)
The annual report for Wagners Holding Company Ltd
for 2021 outlines a much better picture than we had
last year. We have a positive outlook for the year ahead.
Our Executive management team and staff of almost
700 dedicated employees have set a solid platform for
Wagners' continued growth.
Our commitment to safety and to our Guiding Principles,
have empowered our people to make decisions — not driven
specifically by profit but driven by what is best for the business
in the long term. Our philosophy is very simple. If we make
informed decisions in the best interests of the business, profit
and prosperity will follow. As a Board, in conjunction with a large
cross-section of staff, we continue to discuss and challenge
the performance of the business in safety, quality and the
environment. Our monthly sessions are enlightening and
informative, and they serve to encourage everyone at Wagners
to improve in these important areas.
Our financial results for 2021 have shown a significant
improvement after a tough 2020. Business conditions are still
very challenging and volatile, and unfortunately we still have
the threat of disruption due to COVID-19. To date we have been
able to manage this reasonably well and will continue to do so
wherever possible.
Our low-carbon concrete technology is gaining momentum,
both in Australia and Europe. We have had a lot of interest in
the product from many different sectors. It is our intention to
invest heavily in equipment, marketing and further product
development to hasten the roll-out of this technology. We will
also consider forming strategic alliances to enhance the growth
opportunities for the Earth Friendly Concrete® (EFC®) technology.
The Composite Fibre Technologies (CFT) division has enjoyed
success with the electrical infrastructure products, cross-arms,
light poles and power poles. We have commissioned the new
automated manufacturing facility which gives us manufacturing
efficiencies and capacity increases. We did suffer with the lack of
government spending on small infrastructure projects, however
FY22 looks positive in this area.
The CFT expansion into North America, both with our
manufacturing facility and sales, is now moving positively
forward after disruptions last year with travel restrictions. The
construction of our Fort Worth facility is nearing completion.
Sales of our products have increased substantially in the USA
and we have the opportunity for increased output and efficiency
when our first pultrusion machine is commissioned in Texas.
The market for construction materials in south-east Queensland
should enjoy 10 years of prosperity with infrastructure required
for the 2032 Olympic Games. Housing in Queensland has
been strong and in our view will remain so for some time.
Large infrastructure projects such as Inland Rail are coming to
fruition over the next couple of years, therefore giving us the
opportunity to capitalise on our investments in our cement
and our concrete operations. While the concrete market is still
challenging in south-east Queensland, we are seeing that our
customers are less driven by price and placing more emphasis
on quality and service.
Our mining services division has enjoyed a great year with the
renewal of some long-term contracts, coupled with several
potential new opportunities. We are confident this business will
remain strong into the future. The quarry operations in north-
west and Central Queensland enhance our footprint and ability
to service the mining sector.
I would like to acknowledge my fellow Board members, our
executive management team and our workforce as a whole
for the efforts and commitment shown during the year. My
thanks must also go to the other stakeholders in Wagners, our
customers, our shareholders and our suppliers for your ongoing
support and commitment to our business.
Regards
Denis Wagner
CHAIRMAN
12
WAGNERS | ANNUAL REPORT 2021 OUR PHILOSOPHY IS VERY SIMPLE. IF WE MAKE
INFORMED DECISIONS IN THE BEST INTERESTS OF THE
BUSINESS, PROFIT AND PROSPERITY WILL FOLLOW.
WAGNERS | ANNUAL REPORT 2021
13
Lamberts Beach access stairs, Mackay CEO’S
REPORT
Innovative, integrated,
international
Following a challenging FY20, I am pleased to report that
FY21 has been much more positive. We have delivered a
better financial result and delivered on our promises. We have
challenged ourselves through our strategic pillars of innovation,
integration, and striving to be a truly international business
while delivering value to all of our stakeholders — our clients,
customers, employees and shareholders.
The overall group achieved a 28 per cent increase in revenue for
FY21, resulting in an EBIT outcome of $25.4 million.
In our Construction Materials and Services (CMS) business, there
was growth across each of the individual business units —
cement, precast, bulk haulage, concrete, reinforcing steel and
quarry operations, largely due to the increased construction
activity in south-east Queensland. Cement volumes increased
with the expansion and maturity of our fixed concrete plant
network and the return to contracted volumes for a major
cement customer.
In addition to the south-east Queensland construction activity,
the resources sector has continued to provide enormous
opportunities for the group, particularly in our bulk haulage and
quarry operations.
Our Composite Fibre Technologies (CFT) business has been
impacted by the lack of committed spending and activity on
pedestrian infrastructure, road bridge and marine structures
due to COVID-19. While this resulted in an EBIT outcome of
$2.7 million, which was down on FY20, we are seeing a turn in
this market. The cross-arms business did however experience
growth, along with realising the benefits of production
efficiencies following significant capital investment into
manufacturing automation and optimisation. While COVID-19
has continued to present challenges to this business, we have
maintained our investment in business development which we
expect will yield results in the coming financial year.
Throughout the year we have continued to invest in the CFT
business — we have expanded our facilities in south-east
Queensland and purchased a site to establish our manufacturing
facility in the USA. We also continued investment in and focus
on research and development, building new product lines and
achieving production efficiencies to underpin the continued
growth and international expansion of this business.
Our Earth Friendly Concrete® (EFC®) business made significant
progress this year, with the sale and application of our
technology globally. Despite sales into some major infrastructure
projects, the EBIT result reflects the significant investment the
group has committed to the development and roll-out of the
technology globally throughout the year. Investment into
this business will continue as we expand globally, given the
increasing demand for products like EFC® that demonstrate
genuine environmental benefits, reducing carbon emissions
while also providing some performance benefits in comparison
to Ordinary Portland Cement concrete.
FY21 significant achievements
There are some significant achievements that should be
acknowledged throughout the year:
Innovation
` We have invested significantly in research and development
across the business to ensure we are providing the most
innovative and efficient solutions for our clients and
customers. We have developed new product lines in
CFT, light poles and power poles, and new profiles for
pultrusion allowing a more diverse application of the
product. Automation and capacity have increased in our
manufacturing, providing significant benefit to the end-user.
Integration
`
The execution of our contract for the manufacture of precast
concrete tunnel segments to the Cross River Rail Project
throughout the year has delivered benefits across the group,
integrating a number of different business units to deliver
the project — precast, cement, flyash, concrete, steel and
transport. This project has also been supported by our in-
house engineering solutions team and National Association
of Testing Authorities (NATA)-accredited laboratory
technicians.
` As our fixed concrete plant network matures and continues
to grow, our cement, flyash quarry and concrete delivery
truck fleet will also grow. While concrete pricing in the
industry has impacted profitability, we are hopeful the
increased activity in the sector will have a positive impact.
` We renewed two large bulk haulage services contracts in
the north-west Queensland minerals province during the
period. These customers and the associated bulk haulage
assets provide avenues to sales and delivery for our North
Queensland quarry and mobile crushing operations.
14
WAGNERS | ANNUAL REPORT 2021 FY21 HAS BEEN MUCH MORE POSITIVE — FINANCIALLY,
DELIVERING ON OUR PROMISES, AND CHALLENGING OURSELVES
TO ACHIEVE IN OUR STRATEGIC PILLARS OF INNOVATION,
INTEGRATION AND BEING A TRULY INTERNATIONAL BUSINESS.
International
` Wagners is now firmly established as an international
provider of composite products. We have been fabricating
composite structures in a warehouse in Texas throughout
the year. Our manufacturing facility in Cresson, Texas is now
under construction, which will allow us to manufacture from
the USA before the end of the calendar year. This facility
means we can manufacture locally in the USA for a number
of projects already secured for delivery. We have deployed
staff, and equipment is ready for installation.
` Our EFC® business gained significant global traction
this year. There was genuine demand throughout the
UK and Europe from a number of developers and asset
owners who understand the environmental benefits our
technology offers. As a result of the demand throughout
the year, we have decided to scale-up international
operations and establish a manufacturing facility in the
UK. To further accelerate this, we have also commenced
a process of seeking third-party investment in the EFC®
business — this would enable a rapid scaling-up of the
business throughout the UK and Europe. We are hopeful of
concluding a transaction on this investment later this year.
`
Projects in Australia, New Zealand, USA, UK, UAE, Oman,
Canada and New Zealand were delivered during the year,
with sales teams present in each of those jurisdictions to
ensure we are positioned to secure emerging opportunities
in the global market.
Outlook
FY21 was a significant improvement on FY20 and provides a
positive platform for the future of the organisation. Throughout
the year we invested in our people, research and development
and infrastructure, positioning us well for FY22 and beyond.
We are excited by the international opportunities provided by
the outlook in CFT and EFC® in our CMS business. In our CMS
business, a number of long-term contracts secured will deliver
value over many years to come.
Thank you to the whole Wagners’ team who have supported the
business through challenging times yet demonstrated an ability
to remain innovative, entrepreneurial and committed to the
long-term growth of the business.
Thank you also to the Board of Directors, who continue to
provide guidance and valued advice.
Cameron Coleman
CHIEF EXECUTIVE OFFICER
15
WAGNERS | ANNUAL REPORT 2021
Challenges and risks
The COVID-19 pandemic will continue to have an impact
on many companies’ supply chains, with many experiencing
logistics delays, lack of availability of raw materials, and a
resulting increase in costs of raw materials and services. These
issues can cause project delivery delays and potential loss of
profitability. Wagners aims to mitigate our exposure to these
risks through strong relationships with our suppliers, long-term
contracts with fixed pricing mechanisms for materials and
logistics, and ensuring multiple supply sources are maintained
from various geographical locations.
Despite the demand for construction materials and services over
this reporting period, this has not been reflected in the pricing
for some materials, with concrete in particular continuing to
be negatively impacted. There are however some early signs of
market improvement.
BUSINESS
ENVIRONMENT
Like every other Australian and global
business, Wagners has once again been
managing the ongoing challenges
arising from the COVID-19 pandemic.
From an operational perspective we were
well prepared to adapt again quickly
when needed as we built on the lessons
learned in FY20.
Opportunities
The strong activity in the south-east Queensland construction
sector has created significant demand for construction materials
and services, which we expect will remain throughout FY22
and beyond. The commitment and delivery of proposed
government-funded infrastructure projects also provide a long
pipeline of opportunity for the sector.
Increasing global regulatory and policy focus on emissions
reduction means our Technologies business is extremely
well-positioned to capitalise on the demand for sustainable
building materials. With German Standards Approval Deutsches
Institut für Bautechnik (DIBt) obtained for our Earth Friendly
Concrete® (EFC®) and acceptance of the technology as a
substitute for Ordinary Portland Cement, we are ideally placed to
contribute to some of the world-leading innovative construction
projects globally.
The Brisbane 2032 Olympic and Paralympic Games will generate
considerable building and construction activity — upgrades
to existing facilities, and new buildings and infrastructure to
service the Games and host competing nations and expected
tourism. Preparation for the event presents a significant
opportunity right across Wagners, with anticipated demand for
the products and services we supply and deliver. We also see this
as an opportunity to showcase our composite fibre and EFC®
technologies in various applications as the Brisbane 2032 Games
will have a concerted focus on sustainability.
16
WAGNERS | ANNUAL REPORT 2021
OUR TECHNOLOGIES BUSINESS IS EXTREMELY
WELL-POSITIONED TO CAPITALISE ON THE DEMAND
FOR SUSTAINABLE BUILDING MATERIALS.
Compton Road Bridge,
Slacks Creek, Queensland
WAGNERS | ANNUAL REPORT 2021
1717
PEOPLE, COMMUNITY
& SAFETY
FY21 at a glance
` 688 employees (includes Australia,
New Zealand, Malaysia, USA)
` 24 per cent of staff have five or more
years’ service
` 12 per cent of staff have 10 or more
years’ service
` Over $440,000 raised for prostate cancer
research at Wagners’ It’s a Bloke Thing
luncheons in Darwin and the Gold Coast
18
Wagners’ culture was founded on our
heritage as a family firm growing in
and contributing to a vibrant regional
community.
As we have evolved and diversified, so too has our culture. With
our people now working in remote, rural and regional locations
across Australia, in our metropolitan hubs in Toowoomba and
Brisbane, and at international operations in many different
countries, one thing that has not changed at Wagners is our
commitment to our Guiding Principles. They have served us well
as a decision-making framework at all levels, and as the heart of
what it means to be part of the innovative and diverse Wagners
team. Our number one commitment is safety. Regardless of
where in the world we operate, we will never compromise on
the safety of our people and the community.
People
FY21 achievements
Focus groups brainstorm business improvements
Asking our teams to brainstorm practical solutions to FY20
employee survey feedback is part of an ongoing tradition of
encouraging ‘ownership’ and innovation. Focus groups came
up with ideas such as developing a buddy system in our CFT
business for onboarding new starters, building a ‘shadowing’
program for employees who may be interested in learning about
and experiencing other areas of the business, improving the
delivery of toolbox talks to include more regular updates, and
designing a master training matrix for each division. Wagners is
supporting implementation of these ideas where possible and we
look forward to reviewing success in our next employee survey,
scheduled for FY22.
Innovative recruitment tactics
In an increasingly digital, mobile and competitive operational
environment, Wagners is exploring new and creative ways to
recruit new employees. With our employee survey consistently
showing our team recommends Wagners as a great place to
work, during the year we implemented SMS messaging to
everyone notifying of current vacancies to encourage them to
spread the word in their local communities. Referral bonuses
were also introduced, rewarding any existing employee who
introduces us to a new hire who stays with the company for
a minimum of three months. These initiatives have grown our
network and their success is evident in the number of new
employees we welcomed during the year.
WAGNERS | ANNUAL REPORT 2021
Gender reporting
Our team has again maintained its compliance with the
Workplace Gender Equality Act in FY21, completing the
reporting requirements. Women currently represent 11 per cent
of our employees.
Investing in our people
Welcoming the next-generation workforce and giving them the
skills they need to succeed from the outset is an important focus
of our people strategy. Wagners runs a number of traineeship
and apprenticeship programs across the divisions, and regularly
offers opportunities for our team to gain external qualifications
to build-in contemporary knowledge and technical skills.
` Our engineering solutions apprentice program continues to
be hotly contested, with 723 applicants in FY21 all vying for
the five apprenticeship roles.
` We rolled out a traineeship program in the concrete
business, resulting in five new hires.
` We hosted many high school and university students for
work experience, exposing them to engineering solutions,
precast, and laboratory areas of our business.
`
`
22 new apprentices were given an opportunity for a career
in the industry (electrical, mechanical, boilermaker, Cert III in
Polymer processing, dual trades).
12 traineeships are in progress (Certificate III in Driving
Operations, Certificate III in Business Administration,
Certificate III in Laboratory Skills, Certificate II in Civil
Construction).
We also encourage and support our teams to pursue external
training and development opportunities. Currently, five
employees are enrolled in a Certificate III in Polymer Processing,
two in Polymer Processing (Injection Moulding) and two in a
Diploma of Applied Technology (Automation).
Future focus
Wagners has an ongoing commitment to being an
employer of choice, particularly as our team continues
to grow and diversify. We invest in our people, our
culture, and building the resilience that will help us
thrive through uncertain times. Key initiatives include:
`
`
developing a strategy that supports the growth of
the business on a global scale, focusing on career
development, improving gender balance, and
employee engagement
continuing internal and external leadership
development for up-and-coming leaders in the
business
` providing more opportunities for employees to
develop their skills through mentoring, training
and development opportunities, and further
development internal training programs
`
`
`
establishing more health and wellbeing initiatives
to support the workforce
exploring technology enhancements to support
business growth
implementing initiatives promoting positive
culture and improving staff retention.
19
WAGNERS | ANNUAL REPORT 2021The Pinkenba team celebrates International Women’s Day at an on-site barbeque
PEOPLE, COMMUNITY & SAFETY (CONTINUED)
Community
FY21 achievements
Lending a hand to the Schmidt family
Wagners participated in radio station Triple M’s Lend a Hand
charity campaign by donating 15m3 of Earth Friendly Concrete®
(EFC®) to help build a padded deck and safe area for seven-
year-old Ollie Schmidt. Ollie has a severe refractory drug-
resistant epilepsy, suffering between 50 and 250 seizures per
day. She has not had a seizure-free day since 2016 and is now
developmentally delayed and intellectually impaired, preventing
her from performing everyday activities. A large percentage of
the hundreds of seizures Ollie experiences each day are atonic,
meaning she loses all muscle control and drops to the ground.
These cause considerable injury if she is not held by an adult
or located in a soft padded space. Wagners gladly took the
opportunity to make a difference for the Schmidt family,
helping to build a padded deck area for Ollie to safely play
outside at home.
Sponsorships, staff contributions and
recognition events
`
`
It’s a Bloke Thing luncheons — held in Darwin and the Gold
Coast, raising over $440,000 for prostate cancer research.
Sponsor of Maroochydore Swans — supporting the
local A-grade rugby league team and strengthening our
relationship with the Sunshine Coast community.
` Major sponsor of Downs Rugby — our partnership is now
in its eighth year, encouraging participation in rugby union
across the Darling Downs.
`
Sponsor of Mount Isa netball team — Wagners’
transport division sponsored the Under 14 and Under 17
Representative teams.
` Donated recycling pod to Tony’s Community Kitchen in
Toowoomba — to support the homeless and those in need,
we also donate coffee, tea, sugar, disposable cups and
cleaning items.
`
`
`
Raised almost $50,000 for Hear and Say — as part of the
Mettle Constructions team we took part in Loud Shirt Day,
raising money to support people with hearing loss.
International Women’s Day site barbeques — acknowledging
the contribution and equality of women in our workforce
and overall diversity within Wagners.
Participation in the Mother’s Day Classic fundraising walk in
Brisbane — a five- or eight-kilometre walk to raise funds and
awareness for vital breast cancer research.
`
`
`
`
Participation in the RSPCA Million Paws Walk — walking to
raise funds to support dogs in animal shelters and to fight
animal cruelty.
Participation in Movember — our Dugald River Mine crew
proudly grew moustaches during November, raising funds
and supporting the conversation about men’s health and
mental illness.
The Push-Up Challenge — participated to help raise
awareness and engage people in mental health through
physical activity, connection and education.
Service anniversary recognition events for our
team members.
Safety, Environment
and Quality (SEQ)
FY21 achievements
Safety at the forefront
Since establishing a formalised safety strategy, the Safety,
Environment and Quality (SEQ) team has prioritised improving
visibility and reporting of risks to ensure everyone at Wagners
understands the importance of safety and the role they play in
keeping themselves and their colleagues safe. Part of this effort
has involved simplifying safety-related documents and processes
for operational workers, improving the training and competence
framework, and ensuring our people understand the importance
of and process for risk reporting.
Demonstrating the extent to which our safety culture is
embedded at Wagners, this year 4,051 hazards were reported
and we received 768 ‘opportunity for improvement’ (OFI) forms
— the highest number of hazards and OFIs Wagners has ever
received in a single year. While ‘highest number of hazards’ may
not sound like a positive, these reporting statistics show that our
employees are on the lookout for safety risks and are prepared
to take action. The OFI process encourages employees to put
forward ideas or new processes to address potential safety risks
and hazards, and is widely used.
Annual reviews of SEQ within each division were introduced,
helping us to ensure compliance with SEQ policies and
processes across the business. The increase in reporting
combined with annual reviews help us to maintain our
outstanding safety record and to innovate ways to grow
and improve.
20
WAGNERS | ANNUAL REPORT 2021
Wagners’ EFC® donated to Triple M’s Lend a Hand charity campaign
for Ollie Schmidt
The Dugald River Mine crew show off their moustaches as part
of Movember
Future focus
Providing a safe work environment is one of our
Guiding Principles, and is at the forefront of the
SEQ team’s future planning. Thanks to our increased
reporting and internal reviews, we have identified
three key goals for the next financial year:
`
`
implement a new quality, safety and
environment information management system
automate processes and simplify and integrate
management systems
`
increase and improve operational insights.
Operating in a COVID-19 environment
The COVID-19 pandemic continued to create challenges across
the business in the reporting period. However, the lessons
learned in the previous financial year stood us in good stead and
meant we were well-equipped to respond quickly and efficiently
to lockdowns and restrictions. Our reliance on company values
and our Guiding Principles remained the foundation of our
COVID-19 response planning, with our employees’ health and
safety as our main focus — particularly for those working in and
travelling to and from rural and remote communities.
Some of the operational adjustments we made in FY20
continued into FY21, ensuring compliance with physical
distancing and other required safety procedures. Throughout
this, the SEQ team has worked closely with the Human
Resources team and client contacts to minimise operational
disruptions and ensure the continuity of safe operations.
Wagners is grateful to our entire team and our customers for
their adaptability and support throughout this pandemic.
International certification maintained
In FY20, Wagners was proud to achieve international
accreditation of our Safety, Environment and Quality (SEQ)
systems and processes. This year, SAI Global audited our SEQ
framework, reviewing most of our operations to verify adequacy
and effectiveness for producing quality products safely and
responsibly. We achieved certification for our management
of occupational health and safety (ISO 45001), environmental
(ISO 14001), and quality (ISO 9001) standards. Maintaining our
certification and the highest-possible operational standards are
an important aspect of our commitment to our customers in
Australia and overseas.
21
WAGNERS | ANNUAL REPORT 2021
INNOVATION
Many businesses talk about the
importance of innovation, but for
Wagners it is a day-to-day reality. Brought
to life by the technical, environmental
and research commitments we make
that are shaping the future of our
business, our ‘Fostering Innovation’
Guiding Principle is at the forefront of our
planning. We are investing in innovative
approaches across the business to give
us a strong competitive advantage
and allow us to respond proactively to
increasing community expectations
about sustainability.
Research and development are key drivers, focusing on new
products, new markets, and embedding innovative thinking in
everything we do. We constantly seek ways to differentiate our
business and be more efficient, safer and more environmentally
responsible.
22
FY21 at a glance
` CFT composite light and power poles
designed and released to market, providing
an alternative to traditional steel, timber
and aluminium poles.
` Innovative process-flow implemented to
ensure efficient production of rail ballast at
Shepton Quarry.
` Cross-arm automation cell — six state-of-
the-art robots creating a custom production
line for electrical cross-arms.
` Automated pre-cast production line
commissioned to service the Cross River Rail
project in Brisbane.
` New robotic cement-bagging equipment
to generate quality, efficiency and
productivity.
` Installation of injection moulding machines
bringing the manufacture of CFT products
in house.
` Implemented the latest in fatigue-
management technology to our bulk
haulage vehicles, ensuring the safest work
environment for our personnel.
` State-of-the-art real-time testing equipment
commissioned at our cement laboratory
to ensure delivery of quality products in a
timely manner.
` Designed and manufactured a new
pultrusion profile, eliminating the need
to bond multiple parts together to create
composite bridges and boardwalks.
WAGNERS | ANNUAL REPORT 2021 RESEARCH AND DEVELOPMENT ARE
KEY DRIVERS, FOCUSING ON NEW PRODUCTS,
NEW MARKETS, AND EMBEDDING
INNOVATIVE THINKING IN EVERYTHING WE DO.
Cross-arm automation line
in operation at Wellcamp
manufacturing facility
23
WAGNERS | ANNUAL REPORT 2021 SUSTAINABILITY
Environmental, social and economic
sustainability principles are a key
commitment for Wagners in our
strategic decision-making and business
operations. Our involvement in a broad
range of community and charitable
activities, our consideration of and
attention to issues such as modern
slavery, our contribution to reducing
emissions — particularly through
ongoing emphasis on our Technologies
business product innovation — and
our focus on genuine development and
training opportunities for our people are
all valued sustainability aspects of our
business model.
In practice on a day-to-day basis, we have a clear organisation-
wide commitment to sustainability, and systems to support that
commitment. We are taking the lead on:
`
innovation and investment, improving and automating
operational processes to:
– reduce the impact of heavy construction materials on the
environment
– achieve environmental efficiencies in our use of plant,
equipment and vehicles
– reduce energy and water consumption across
the organisation
– achieve environmentally sound waste and
water management
`
`
`
supporting and investing in the professional growth of our
people and enabling them to deliver on our sustainability
and environmental principles
applying sustainable procurement processes that consider
environmental, social and economic aspects
assessing and managing any modern slavery risks in our
operations and supply chain.
Continuous improvement is an important success factor,
with regular review and assessment of our commitments,
compliance, and sustainability performance contributing
to planning of initiatives and system development. Our
sustainability-related reporting systems set measurable targets
and objectives and use risk management processes to ensure
beneficial strategies and controls are implemented.
In support of our commitment to sustainability, we
commissioned a third-party ‘cradle to gate’ carbon emissions
report to verify the carbon emissions in EFC® compared to that
of Ordinary Portland Cement. The report confirmed that every
cubic metre of EFC® used saves 250kg of carbon compared to
traditional concrete.
24
WAGNERS | ANNUAL REPORT 2021 ENVIRONMENTAL, SOCIAL AND ECONOMIC
SUSTAINABILITY PRINCIPLES ARE A KEY
COMMITMENT FOR WAGNERS IN OUR STRATEGIC
DECISION-MAKING AND BUSINESS OPERATIONS.
Trade Distribution Centre
EFC® pour, Toowoomba
Wellcamp Airport, Queensland
WAGNERS | ANNUAL REPORT 2021
25
COMPOSITE
FIBRE TECHNOLOGIES
What is Composite Fibre Technology (CFT)?
CFT products, designed by Wagners, are durable construction
materials that can be used in place of timber and steel in many
outdoor applications. CFT products save hardwood resources,
are lightweight, and resistant to rust, corrosion and chemical
attack. They are increasingly being specified in Australia and
overseas for boardwalks, bridges, walkways, marinas and as
cross-arms for electrical distribution networks.
Our Queensland manufacturing facility is now home to four
pultrusion machines and a new cross-arm automation line, using
six state-of-the-art robots controlled by advanced programming
technology. CFT has four injection and over-moulding machines
with two additional machines to be commissioned over the next
12 months.
FY21 achievements
Custom-build projects: Australia and the
Middle East
Wagners has a dedicated custom-build project team, with work
undertaken on the supply of CFT for bridges, walking tracks, and
pedestrian infrastructure projects in Australia and internationally.
Birkenhead Bridge, Adelaide
The Birkenhead Bridge is a historic bascule bridge in Adelaide
that crosses the Port River, significant for being Australia’s first
double bascule bridge. Commissioned in 1938 and designed
with a steel frame and timber deck, the bridge’s timber has
required replacement numerous times. The South Australian
Government sought a better, longer-term solution than timber,
and after extensive testing and proof engineering Wagners
supplied CFT decking panels manufactured from our
pultruded sections.
FY21 at a glance
` Revenue for FY21 of $31.4 million, with
earnings before interest and taxes (EBIT)
of $2.7 million.
` 418,913 metres of CFT pultrusion
manufactured.
` Global reach — projects in Australia, USA,
New Zealand, UK, Canada, UAE, Oman,
Egypt, Netherlands, Germany, India.
Castle Hill, Townsville
Wagners teamed up with specialist trail builders Enviroedge
to design and construct a staircase up the steep Walker Street
rock face on well-known Townsville landmark Castle Hill.
The process required the team to rectify pre-existing fall hazards
and build a step trail to connect Townsville City Centre to the
Goat Track — one of the more popular walking tracks up the hill.
To ensure the 50-metre structure stays on the cliff face through
the 50 years of design life and Townsville’s cyclone seasons,
each foundation required three-metre embedded rock anchors
to ensure founding into suitable material. To do this, we used
specialist abseil contractors who drilled some of the anchors.
The trail works connect to the new Wagners’ CFT staircase and
will soon be open to the public.
The Corniche, Abu Dhabi
Wagners has played an important part in the development of
Abu Dhabi’s iconic new touristic precinct The Corniche. Our
CFT team designed, manufactured, delivered and assisted with
construction of seven tourist platforms in the water alongside
the 3.5 kilometres of precast concrete walkway. Wagners’ CFT
products were specified as the construction material for the
entire substructure.
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WAGNERS | ANNUAL REPORT 2021
Tourist viewing platform, Corniche project, Abu Dhabi
Wagners' CFT manufactured light poles, Southport, Queensland
Wagners-owned facility takes shape in Texas, USA
Wagners’ CFT continued its global expansion in FY21, with the
purchase of land in USA. Our manufacturing facility in Cresson,
Texas is now under construction — targeting full commissioning
of the new pultrusion machine and production by late 2021. This
will allow us to service the substantial markets of North America
more directly and efficiently. Our international sales team
continues to pursue opportunities for Wagners to manufacture
and distribute from our Queensland facility until the new USA
facility is fully operational.
Automation complete
This year, the significant investment made in the design,
construction and commissioning of an automated robotic
cross-arm line in our new purpose-built shed at our Wellcamp
CFT facility came to fruition. The robotic cross-arm line was fully
commissioned and production of the first saleable cross-arm
was achieved. Cross-arms are used to support power lines and
other electric equipment. This robotic production cell doubles
our cross-arm production capacity and significantly lowers
production costs. Since achieving this milestone, we have
supplied cross-arms to Australia, New Zealand, and Oman —
our first time dealing in Oman.
We are also pleased to report the Australian and New Zealand
business achieved a 4 per cent increase in cross-arm sales during
the reporting period.
Investment in R&D provides revenue from new markets.
Throughout the year, we released our newly designed
and manufactured poles to the market. Sales have been
achieved for this new product line in Australia, NZ and
USA. In total five new product lines were commercialised
throughout the year and another five are in the research
and development phase.
Future focus
Our focus for FY22 is the commissioning of two
new pultrusion machines in Australia to significantly
increase our production capacity. These machines
have been designed and manufactured by our
in-house Engineering Solutions team and have
much higher capacity than our existing pultrusion
machines. Our research and development engineers
have created the next generation of pultrusion
machines, which will increase pultrusion capacity
by 60 per cent and allow us to establish a dedicated
pultrusion machine for manufacturing of poles, an
emerging market for composites that Wagners has
recently started to service.
Additional FY22 activities include:
`
continuing to grow our presence in the USA and be
manufacturing out of our Texas facility by late 2021
` maintaining investment in research and
development to create new products,
manufacturing efficiencies, and entry into
new markets
`
an ongoing focus on team skills and development.
WAGNERS | ANNUAL REPORT 2021
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WAGNERS | ANNUAL REPORT 2021
EARTH
FRIENDLY CONCRETE®
What is EFC®?
EFC® is a new class of concrete based on geopolymer
technology developed by Wagners. The geopolymer binder
system is based on the chemical activation of industrial waste
by-products flyash (from coal-fired power stations) and slag
(from the production of steel). A study on EFC® confirmed
concrete produced through this process significantly reduces
carbon emissions compared to concrete produced with
Ordinary Portland Cement. EFC® has better performance
and durability than conventional concrete, particularly in
demanding applications such as corrosive sewerage and
chloride environments along with heavy load-bearing pavement
applications. As this product continues to develop, it will be a
major disrupter to the traditional concrete market internationally.
EFC® is available from all Wagners’ concrete plants across south-
east Queensland.
FY21 achievements
Global growth and diversification
Since achieving DIBt (German Standards Approval) — which
allowed us to pursue opportunities overseas — demand for EFC®
has increased globally throughout FY21 and we have supplied
projects in London, Germany, India, and The Netherlands.
Demand is particularly high in markets where asset owners and
investors value the environmental and performance benefits
offered by EFC®. With this growth has also come diversification
in the application of EFC® both in Australia and overseas.
Applications have expanded to include footings, house slabs,
artificial reef, roof tiles, pipes, and pre-cast blocks.
World-first constructions using EFC®
In FY21, Wagners achieved two world-first titles, supplying EFC®
for the construction of a residential home and multi-storey
building, using EFC®.
Wagners’ customer Geoff Gibson said he was thrilled with the
outcome of the EFC® used throughout a new home in Ramsay,
Queensland. The highest levels of environmental and low-
carbon performance have been achieved as a key element for
both the builder and homeowner. Wagners’ zero cement EFC®
geopolymer concrete is the lowest carbon emission product
available in the world today and using exposed EFC® floors
without coverings ensures a thermally efficient energy design.
Since this initial project, Geoff Gibson Homes has committed to
several upcoming residential projects in EFC® and is setting the
benchmark for innovation and environmental performance in
south-east Queensland.
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WAGNERS | ANNUAL REPORT 2021
FY21 at a glance
` Over 6,000m3 of EFC® supplied resulting in
a reduction of more than 1,400 tonnes of
carbon emissions.
` EFC® supplied into projects in Australia, UK,
Germany, India and The Netherlands.
Wagners also supplied EFC® to new customer, Mettle, which
committed to using EFC® across its six-storey development in
Fortitude Valley, Brisbane. This is the world’s first multi-storey
development where the majority of the concrete components
were completed with a zero-cement concrete.
Exclusive international partnership with Keltbray
Leading UK construction engineering specialist Keltbray has
signed a limited exclusivity licence with Wagners and Capital
Concrete for the supply and placement of EFC® in the UK.
In 2019, the UK legislated the pledge to achieve net-zero
carbon emissions by 2050, motivating many companies to
adopt some ambitions at corporate level. This commitment by
Keltbray demonstrates the interest in and demand for significant
reduction in embodied carbon from the building and civil
engineering sectors in the UK.
Keltbray is already a certified Wagners’ EFC® provider, having
installed the first-ever pile using EFC® in London in FY20 at their
Nova East project at London Victoria.
Wagners is extremely proud to see its Australian innovation
leading the global concrete market. Through the partnership
with Keltbray and Capital Concrete, we can continue to deliver
great outcomes for innovative and sustainable construction in
the UK.
Wagners’ largest delivery of EFC® for Australia’s first floating dive attraction, Wonder Reef
EFC® providing technical solution to
marine application
Seven artificial reef structures were poured using EFC® for
what will become Australia’s first floating dive attraction. This
application is an ideal use of EFC® as it does not suffer from the
durability issues that traditional concrete is subject to when
exposed to saltwater environments.
The Wonder Reef project — due to open in early 2022 — is
a series of artistically designed buoyant ‘sculptural reef flutes’
individually tethered to the seafloor by 62 tonnes of reinforced
EFC® and steel pyramids. The sculptural reef flutes will stand
16 to 20 metres above the ocean floor off Queensland’s Gold
Coast, with the pyramids designed to support an abundance
of fish and serve as sustainable habitats for various marine flora
and fauna.
Using Wagners’ EFC® instead of ordinary concrete also provides
significant CO2 savings.
Continuous EFC® pour saves 100 tonnes of CO2
In February 2021, Wagners completed a large continuous slab
pour of geopolymer EFC®. Together, Wagners and Hutchinson
Builders successfully placed 310m3 in one continuous pour,
saving close to 100 tonnes of embodied CO2 — the equivalent
of planting 95 acres of forest to absorb this quantity of
embodied CO2 in a year. The slab forms the foundation for a
cold room storage facility that will be used for exporting fresh
produce from the Darling Downs region.
Future focus
`
`
Identifying potential investment partners
for the EFC® business that are dedicated to
accelerating the use of green technologies,
developing our technologies, and scaling-up
operational capacity in global markets.
Targeting EFC® to replace 4,000,000m3 of
Ordinary Portland Cement concrete per annum,
with a cumulative effect of reducing carbon
emissions by 1.9 million tonnes.
` Continued expansion into new
geographical markets.
`
`
Establish a physical presence in new markets
with additional manufacturing facilities.
Progressing the installation and commissioning
of a production facility in London, UK.
Wagners' EFC® laboratory
WAGNERS | ANNUAL REPORT 2021
WAGNERS | ANNUAL REPORT 2021
2929
CONSTRUCTION MATERIALS
AND SERVICES
Wagners’ Construction Materials and
Services (CMS) division manufactures
and sells cement, concrete, flyash,
reinforcing steel and aggregates. With
a growing network of concrete plants,
Wagners is a convenient source of
pre-mixed concrete for projects, also
providing mobile and on-site concrete
batching, crushing and haulage services.
Underlining the efficiencies achieved by vertical integration and
cross-division collaboration, our engineering solutions team
supports other divisions on projects and ensures the efficient
operation of all machinery and transport.
Our revenue for FY21 was $288.5 million. Earnings before
interest and taxes (EBIT) were $33.4 million. During the year, we
appointed joint Chief Operating Officers for the CMS division,
Anthony Freer and John Stark. Together, Anthony and John’s
leadership and clear vision will steer this business through
the next period of rapid growth. The recent announcement
of Brisbane’s successful bid to hold the 2032 Olympic and
Paralympic Games is expected to provide future opportunity
and demand for the CMS division.
South-east queensland
Cement
FY21 achievements
Our market-leading cement business has experienced increased
sales volumes through our internal concrete plants, along with
increased general activity in the sector. A busy period in the
road stabilisation sector — upgrades to roads and highways —
contributed to increased volumes, as did good growth in our
Townsville business.
From an innovation and sustainability perspective, our targeted
investments in upgrades and expansion are underpinning our
future planning and collaboration with other Wagners’ divisions.
Our Vertical Roller Mill (VRM) is already the most energy-efficient
in use, with enhanced live condition-monitoring capability now
allowing earlier fault detection, increasing mill utilisation. This
means throughput, energy efficiencies and performance of the
mill are optimised. Investment throughout the period in the
Pinkenba laboratory will reduce testing times on products, and
the Pinkenba plant’s control room and staff facilities have also
been upgraded. The Transport team’s fleet of powder tankers has
grown this year to service our cement customers' needs.
While cement makes a significant contribution to global carbon
emissions, our part in the production of EFC® through the
grinding and supply of slag through our energy efficient Vertical
Roller Mill and the supply of flyash from our Millmerran flyash
business is helping to reduce carbon emissions associated with
traditional Ordinary Portland Cement consumption.
Future focus
The outlook for the construction industry in south-east
Queensland is promising, and we except strong cement volumes
in FY22 thanks to high demand for concrete and other end uses
of cement. While the sector is facing increased shipping and
clinker costs, which may impact this positive outlook, Wagners’
cement plants are designed to deliver value for the future. For
example, the cement grinding technology used at our Pinkenba
site is ideally suited for grinding slag, a waste product generated
by the steel industry and one of the key ingredients in EFC®.
For the year ahead, we will also continue our investment in
development and production efficiencies.
Concrete
FY21 achievements
During FY21, all of Wagners’ concrete sites were fully
commissioned, resulting in a 55 per cent increase in sales from
our concrete plants. All Wagners sites are now also capable of
producing EFC® in addition to traditional concrete.
Future focus
The outlook for the construction industry in south-east
Queensland is positive and we expect this to result in stronger
concrete sales in FY22. However, the concrete business
continues to be impacted by existing market pressures on
pricing and resulting margins. Wagners is working through these
challenges to ensure the concrete business experiences strong
and stable future growth.
Precast
Our precast concrete and prestressed concrete facility at Wacol
manufactures products such as bridge girders, deck units and
parapets. This facility also has one of the only high-volume
tunnel segment production lines in Queensland. Because
most precast concrete products contain reinforcing steel, our
integrated business model ensures that precast provides a
channel to market for our steel business.
30
WAGNERS | ANNUAL REPORT 2021
Wagners plays critical role in
south-east Queensland’s future
Wagners has been involved in some of Queensland's largest
transport infrastructure projects in recent years, from
Toowoomba’s Second Range Crossing to Wellcamp Airport,
and now Brisbane's Cross River Rail (CRR). CRR is a major
public transport infrastructure project that will transform
the way south-east Queenslanders travel. Throughout FY21,
Wagners’ precast, cement, steel, transport and engineering
solutions teams contributed to the project.
Before Wagners’ precast team could start on CRR’s tunnel
segments, our production facility was refurbished and
upgraded to incorporate the latest technology in automated
manufacturing. The engineering solutions team was an
integral part of the facility upgrade, completing 6,850 working
hours. This was a great demonstration of the precast and
engineering solutions teams working together to deliver to
the program and budget.
Following nine months of planning and preparation, our
precast team cast the first tunnel segments for CRR’s tunnel
project early in the reporting period. Wagners is producing
approximately 25,000 segments to be completed late 2021,
which consumes 40,000m3 of Wagners' concrete. The project
has employed 70 people across two shifts for its duration.
This project has also created opportunities for cement sales
with cement deliveries to CRR’s Woolloongabba site being
made during the period. This builds on the existing precast
supply agreement with a new contract for cement and
flyash blend, which will be the basis of the tunnel grout.
Tunnel grouting systems fill voids between the pipe and the
surrounding geological structures.
Wagners is proud of the innovation and partnership
demonstrated by our teams, and the important part we are
playing in this historic project for south-east Queensland.
WAGNERS | ANNUAL REPORT 2021
31
Cross River Rail pre-cast concrete segments at
Wagners' Wacol facility
FY21 achievements
Brisbane's Cross River Rail project has led to a significant increase
in revenue for our precast business. During FY21, we completed
more than 70 per cent of the precast concrete tunnel segments.
This project is a great showcase of the vertical integration of our
business with the cement, steel, precast concrete engineering
solutions and transport businesses working together to
successfully deliver different aspects of the overall project.
Future focus
The Cross River Rail project will continue to contribute to the
precast business revenue in the coming year. This project and
the pipeline of new precast work creates a positive outlook for
FY22 and beyond.
Steel
Wagners’ reinforcing steel business in Toowoomba provides
steel for building foundations to our concrete and building
customers. Additionally, it services the steel requirements of our
precast business.
FY21 achievements
Wagners has supplied steel for a number of large-scale
commercial and residential projects across Toowoomba and
surrounds. Some key projects include the supply of concrete,
reinforcing steel with pier cages, and the above-ground
requirements for the Newlands Aldi store. We were also awarded
the supply for TEK Fuels' new service station in Toowoomba.
Future focus
In FY22, we intend to expand the steel business into Brisbane,
establishing a facility at Northgate to enable supply to
local customers.
AUSTRALIAN
PROJECTS
Quarries and contract crushing
Wagners’ quarries supply concrete aggregates, crusher dust,
sealing aggregates, pavement material, asphalt aggregates,
construction fills, road base, railway ballast and other fine
crushed rock. Customers include builders, pre-mix concrete
plants, road builders and regional councils, as well as Wagners’
own concrete and project operations.
With quarries located across regional Queensland, our
commitment to supporting local communities and contributing
to regional economic prosperity is part of our heritage and an
ongoing focus.
FY21 achievements
Fixed quarry operations
Wagners is pleased to report that our fixed quarry operations
delivered a 36 per cent increase in sales from FY20 to FY21. Our
fixed quarry operations were busy throughout the year with
construction and building activity remaining steady across the
various regions in which we operate. The quarry team has been
supported during this period from the engineering solutions
and transport divisions in delivering this growth.
The South Back Creek Quarry (SBCQ) — located about 130km
outside Clermont, Queensland — is supplying quarry materials
for the development of roads, camps, pads, dams and mine civil
works over a period of up to five years. The Wagners crushing
operations at SBCQ operated throughout most of FY21 —
24 hours a day, seven days a week. Crushing and pugging
operations are ongoing and over one million tonnes have been
crushed and screened.
Mt Cuthbert mobile crushing operations
The projects team continued to crush and haul material on the
Mt Cuthbert mine site, maintaining a supply of material to the
mine and processing more than 300,000 tonnes of material
over the project. Work was completed at Mt Cuthbert in late
September 2020, with gear demobilised, serviced and ready
for the next project. Wagners is pleased to have maintained
consistent supply of material to our client while operating in a
safe work environment in remote and challenging conditions
outside of Mt Isa in Queensland.
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WAGNERS | ANNUAL REPORT 2021
WAGNERS | ANNUAL REPORT 2021
Future focus
`
`
`
Execute secured contract crushing projects.
Invest in production efficiencies resulting in higher
productivity and lower production costs.
Fixed quarry operations and mobile crushing equipment
position us to capitalise on increased activity in the
construction materials and services market.
Transport projects
Our transport division is another key element to our vertical
integration, allowing us full control over delivery of our materials
to customers and to project sites. Our versatile fleet of prime
movers and trailers allows us to service contracts for haulage
projects throughout Australia.
FY21 achievements
In FY21, the transport team used approximately 50 bulk haulage
trucks to haul a record-breaking 8 million tonnes of product with
the fleet travelling more than 10.1 million kilometres. Our fleet
increased throughout the year as a result of several new haulage
projects that were secured.
Our fleet vehicles proudly display the distinctive Wagners logo.
Glencore contract extended
The resource sector continued to provide opportunities for
our transport team this year. In May 2021, after a competitive
six-month tender process, our bulk haulage projects business
secured the renewal of its haulage services contract with
Glencore for the haulage of zinc ore and tailings between
George Fisher and Lady Loretta Mines in the Mount Isa region.
During the contract term, it is estimated we will cart more than
25 million tonnes of zinc ore and tailings.
Contracts such as this underpin our bulk haulage business and
on completion Wagners will have provided services on this
project for nine years. Securing this work reflects the high level
of service delivered to date through the collective efforts of
our teams.
South Back Creek Quarry, near Clermont (Qld)
Nathan River Resources
We secured a one-year contract for the haulage of iron ore for
Nathan River Resources in a remote location in the Northern
Territory. This site presented some extreme logistical challenges
throughout the year due to COVID-19 border restrictions. We
proudly kept operations running despite the restrictions in place.
Wagners’ transport recognised at National Trucking
Industry Awards
Wagners’ transport was selected as one of three finalists in the
category of National Training Excellence for 2020 at the Australian
Trucking Association (ATA) National Trucking Industry Awards.
Held annually, there were 15 nominations for this specific
award, with each nomination requiring three third-party letters
of nomination. Wagners’ submission was distinguished by our
efforts to embed online and practical training programs, annual
driving assessments for all heavy vehicle drivers, our Verification
of Competencies (VOCs) program, and system reporting.
Future focus
` Anticipated growth in business from the resources industry
will lead to increased volumes from existing projects and a
pipeline of opportunities.
` Continue high utilisation of assets.
` Continue investment in assets to service existing and
new contracts to deliver increased productivity and
resulting margins.
rebranding of Wagners workshop
to engineering solutions
Since the establishment of Wagners, our Toowoomba
workshop has provided the business with an advantage
over our competitors — repairing and maintaining our plant
and equipment, manufacturing fit-for-purpose equipment
not available from standard sources, modifying plant and
equipment to better suit our operations, and working around
the clock to allow mobilisation to meet customers’ timeframes
when others could not. From our first concrete plant in South
Street, Toowoomba in 1989 to the composite pultrusion
machine currently being manufactured, our workshop has
been an integral part of Wagners’ history and success. In
recognition of its evolution, including its increased focus on
servicing external customers, the facility has been re-named
to ‘engineering solutions’ to better reflect the services the
team provides to internal and external customers.
Our engineering solutions facility caters to the needs of our
current valued customers and gives us the ability to engage
a new and varied range of clientele. We provide services
such as fabrication, machinists, steel processing, painting,
panelling, sandblasting, procurement, logistics, mechanical,
maintenance and electrical needs. Our design and
engineering capabilities are at the forefront of the industry
and engineering solutions will now play a diversified role
in line with our new vision and goals. The team works hard
to uphold Wagners’ well-known reputation by continuing
to deliver reliable, outstanding service and commitment to
producing quality products, designs and solutions.
WAGNERS | ANNUAL REPORT 2021
33
GOVERNANCE
The Board is responsible for the overall
corporate governance of Wagners,
monitoring financial position and
corporate performance, and overseeing
business strategy, with a commitment to
protecting and optimising performance
and building value.
A Board Charter and governance principles provide the
framework for the Board’s conduct. Appropriate internal
controls, risk management processes, and corporate governance
policies and practices are designed to promote the responsible
management and conduct of Wagners.
The Board currently has a number of committees, including:
` Audit and Risk Management Committee
`
Remuneration Committee
` Nomination Committee.
Wagners also has a Risk Management Subcommittee.
The Subcommittee’s primary objective is to review and
make recommendations to the Board in relation to the risk
management policies and processes of Wagners.
A description of Wagners Holding Company Limited’s current
corporate governance practices is set out in the Wagners
Holding Company Limited’s corporate governance statement,
which can be viewed on the Wagners website at
https://investors.wagner.com.au/corporate-governance/.
Board focus areas: Advancing strategy and value
The Board recognises that strategy, good governance and risk management are the drivers of performance
and value-creation in our business. During the year, in addition to responsibilities set out in the charter
documents, the Board and its committees reviewed and discussed the following matters specifically focused
on future value and delivery of strategy.
VALUE CREATION
Growth
MATERIAL ISSUE
Revenue growth:
`
– acquisition of businesses to provide revenue
growth
– entry into international markets —
CFT US strategy and EFC® UK strategy
– concrete strategy — continued expansion
of construction materials business.
Innovation
`
Significant investment in research and
development — CFT and EFC® products.
Safety, quality,
environment
People
` Ability to operate safely across our operations
and projects.
`
Positive employment culture and turnover.
BOARD DELIBERATION/ACTION
` A number of acquisition opportunities
were investigated and considered. Board
considered and approved the establishment
of EFC® manufacturing facility in the UK and
the acquisition and development of the CFT
manufacturing facility in the USA.
`
`
`
Board approval was given for the continued
investment into research and development
in product development, the Technologies
business and operational efficiencies across all
businesses.
Board engagement in safety, quality and
environment sessions.
Regular engagement between Board and
all levels of employees. Endorsement of
implementation of initiatives aimed at
promoting positive culture and encouraging
long-term employment.
34
WAGNERS | ANNUAL REPORT 2021 RISK MANAGEMENT
The Wagners business is subject to specific and general risk factors which might affect the future operating performance of
the organisation and the value of an investment in Wagners. Through the company’s governance structure of Board members,
Risk Management Committee and senior management, risks are assessed, categorised and monitored as part of a regular
strategic and operational planning cycle. Appropriate mitigation responses are actioned as needed, including through
ongoing investment in systems and training, and implementation of new processes as required.
RISK
Decreases in capital
investment and
construction activity
in the Australian
infrastructure sector
DETAIL OF POTENTIAL RISK
`
Reduced demand for Wagners’ products
and services resulting from reduction in or
delays in current levels of capital investments
and construction activity in the Australian
and international infrastructure sector may
materially and adversely affect Wagners’
revenue, profitability and growth.
Manufacturing and
product quality
`
Failure to continuously comply with
applicable regulatory requirements or to take
satisfactory action in response to an adverse
inspection could result in enforcement
actions such as shutdowns of, or restrictions
on, manufacturing operations, delay in the
approval of products, refusal.
Workplace health
and safety
` Workplace accidents and incidents resulting
in employee injury may result in penalties
under relevant work health and safety
legislation, and harm reputation and financial
performance.
Supplier contracts
` Disruption in local and international supply
Operational
contracts (electricity, shipping, raw materials)
could cause product delays and potential loss
of profitability.
`
Failure to sell products or meet production
demand.
` Unanticipated manufacturing problems,
plant breakdowns or mechanical failures.
MITIGATION
` Multi-disciplinary exposure to a broad range
of revenue sectors — residential, commercial,
infrastructure, resources, oil and gas,
renewable energy, defence.
`
`
`
`
`
`
Recruitment of qualified personnel.
Investment in NATA-accredited laboratory and
highly skilled laboratory team.
Safety, Environment and QA system
embedded.
Internal auditors conduct scheduled
compliance checks.
Insurance coverage.
SEQ compliance system.
` Ongoing safety training and communication.
`
`
Long-term contracts secured.
Strong relationships with suppliers.
` Multiple supply sources from various
geographical locations.
` Commitment to implementation of
business strategy.
` Multiple product lines, agility to enter into
new markets/products.
` Cost and availability of raw material.
` Maintain surplus capacity beyond contractual
` Adverse weather conditions.
` All of the above may have an adverse
effect on Wagners’ profitability and ability
to service customers.
obligations.
`
`
Back-up plant and machinery to deal with
breakdowns, with regular repairs and
maintenance programs.
Securing long-term fixed-price supply
contracts.
`
Force Majeure clauses in contracts.
35
WAGNERS | ANNUAL REPORT 2021 GOVERNANCE (CONTINUED)
RISK MANAGEMENT (Continued)
RISK
Environmental claims
People, training
and skills
DETAIL OF POTENTIAL RISK
`
Environmental issues may potentially delay
contract performance or result in a shutdown
of a project, causing a deferral or preventing
receipt of anticipated revenues.
`
Environmental risks may give rise to
remediation obligations, civil claims and
criminal penalties.
` Any potential liability or penalty could result
in a significant financial loss.
` Ability to attract and retain qualified key
personnel, including key members of
Wagners’ senior management team, and
maintain a motivated, engaged workforce.
Remote locations
` Difficulties of remote-area operations for
plant, equipment and materials, and related
inherent risk to personnel.
Competition
`
Intense competition in Australia and
internationally means other companies
may be pursuing or have existing products/
services that target the same markets
as Wagners.
Relationships with
related parties may
deteriorate
` Wagners has various related-party
arrangements with Wagner Corporation
(leases, licences, wharf services agreement)
of key operational sites. Breakdown of
relationships could destabilise harmony
between parties leading to less-than-optimal
usage and occupancy of site.
MITIGATION
`
Strong focus on and commitment to the
environment.
`
`
`
`
SEQ compliance.
Environment Manager with specialist skills.
Internal audits ensure each site complies with
authorities to operate; external audits.
Strong reporting culture — potential
environmental hazards reported monthly.
` Continued investment in the recruitment,
training and development of our people to
attract, retain and grow the best people.
`
Industry-based training is provided through
internal and external programs for all
personnel.
`
Enterprise Agreements with employees.
` Demonstrated ability to mobilise quickly
and efficiently — large mobile operations
successfully completed globally.
`
`
Proven track-record of safe operation in
harsh/remote locations.
Strong business model and growth
underpinned by continued investment in
research and development across new/
existing divisions.
` Diverse range of products and services
to limit exposure in extremely
competitive markets.
`
Secure long-term leases of sites on
market terms.
Debt covenants
may be breached if
performance declines
`
`
Factors such as a decline in Wagners’
operational and financial performance could
lead to a breach of its banking covenants.
` Compliance system ensures covenants are
maintained, with auditing/reporting to the
Board monthly.
If a breach occurs, Wagners’ financiers may
seek to exercise enforcement rights under the
debt facilities, including requiring immediate
repayment, which may have a materially
adverse effect on Wagners’ future financial
performance and position.
` Work well within Board-approved
operational/capital budgets to ensure
covenants are not breached.
36
WAGNERS | ANNUAL REPORT 2021 RISK MANAGEMENT (Continued)
RISK
Growth
DETAIL OF POTENTIAL RISK
`
There is a risk that the company may
be unable to manage its future growth
successfully, and no guarantee Wagners
can maintain or grow project volume or
pipeline — including potential negative
impacts from factors beyond Wagners’ control
(e.g. decline in industry growth, lack of/slow
market acceptance of Technologies business
products, lack of available sites to establish
ready-mix concrete plants, inability to obtain
requisite approvals for quarry operations).
MITIGATION
` Diversify business so that there are multiple
revenue streams through a broad range of
industry sectors.
Reliance on third parties
`
Problems caused by third parties may
affect Wagners’ financial performance and
prospects.
Financial risk
` No guarantee that current operations will be
carried out or managed in accordance with
its preferred direction or strategy, subject to
inability to control the actions of third parties.
` Credit risk, liquidity risk and market risk
consisting of interest-rate risk, foreign-
currency risk and other price risk — see pages
101 to 105 for further detail and analysis.
` Due diligence/appropriate contractual
documentation setting out key
responsibilities/expectations for
subcontractors.
`
See pages 101 to 105 for detail on mitigation
strategies to manage these risks.
Wagners’ senior management and those charged with governance regularly assess material matters. A matter
is considered material if they believe it could significantly impact the value created and delivered in the short,
medium and long term. Wagners manages material matters through:
`
`
`
capturing feedback through engagement and research during the financial year from key external
stakeholders including investors, analysts and other relevant groups
engagement with the Board
ensuring the business strategy and trends influencing strategic direction are aligned with and relevant to
the information collected above.
37
WAGNERS | ANNUAL REPORT 2021 DIRECTORS
DENIS WAGNER
Non-executive Chairman
` Co-founder of Wagners — involved in the
`
business since its inception
Instrumental in developing Wagners into
one of the leading construction materials
producers in south-east Queensland
` Over 30 years’ experience in the
construction materials industry
Fellow of the Australian Institute
of Company Directors
`
JOHN WAGNER
Non-executive Director
` Co-founder of Wagners — involved in the
`
business since its inception
Instrumental in developing Wagners into
one of the leading construction materials
producers in south-east Queensland
` Over 30 years’ experience in the
construction materials industry
Inaugural Chair of Darling Downs Tourism
Inaugural Chair of the Toowoomba and
Surat Basin Enterprises
`
`
ROSS WALKER
Independent Non-executive Director
` Appointed as part of Wagners’
`
Initial Public Offering
Specialises in working with small- to
medium-sized companies
` Currently a Non-executive Director of
RPM Global and Sovereign Cloud
Holdings Limited
` Over 30 years’ public accounting
experience as a partner at Pitcher Partners,
Brisbane
Bachelor of Commerce, University
of Queensland
Fellow of the Institute of Chartered
Accountants in Australia and New Zealand
`
`
38
LYNDA O’GRADY
Independent Non-executive Director
` Appointed as part of Wagners’ Initial
`
`
Public Offering
Previous senior roles at Executive/
Managing Director level at Telstra,
including as Chief of Product
Prior roles include as Commercial
Director of Australian Consolidated Press
(the publishing subsidiary of PBL), and
General Manager of Alcatel Australia
Inaugural Chairman of the Aged Care
Financing Authority (retired 30 April 2018)
` Non-executive Director of Domino’s Pizza
`
Enterprises Ltd and Avant Group
`
` Member of the Advisory Board of Jamieson
Coote Bonds, and Council of Southern
Cross University
Previous service on the Council of Bond
University, boards of Screen Queensland,
National Electronic Health Transition
Authority (NEHTA) and TAB Queensland,
and on the IT&T Board of Advisors to the
New South Wales Treasurer
Bachelor of Commerce (Hons),
University of Queensland
Fellow of the Australian Institute of
Company Directors
`
`
JOE WAGNER
` Appointed alternate Director to
`
John Wagner
Instrumental in developing Wagners into
one of the leading construction materials
producers in south-east Queensland
` Over 20 years’ experience in the
construction materials industry
WAGNERS | ANNUAL REPORT 2021 EXECUTIVE
TEAM
CAMERON COLEMAN
Chief Executive Officer
` Appointed Chief Executive Officer in
July 2012
Employed by Wagners for over 25 years
Experience across all areas of the business
`
`
` Oversees more than 680 employees
Integral in Wagners’ journey, and has
`
created a culture that has enabled Wagners
to differentiate itself from its competitors
` Completed the General Management
Program at Harvard Business School in 2012
FERGUS HUME
Chief Financial Officer
`
Joined Wagners in February 2016 as
Chief Financial Officer
` Over 20 years’ experience in chartered
`
accounting and corporate financial roles
Previously Financial Controller at Caltex Australia
Ltd and Namoi Cotton Co-operative Ltd
` Chartered Accountant
`
Bachelor of Commerce, University
of Queensland
KAREN BROWN
Company Secretary and General Counsel
` Appointed Company Secretary and General
Counsel in November 2017
` Over 20 years’ experience in the legal sector
`
`
Solicitor of the Supreme Court of Queensland
Bachelor of Laws and Bachelor of Commerce,
University of Queensland
` Graduate Diploma in Applied Corporate
Governance
JOHN STARK
Chief Operating Officer, Construction
Materials and Services (Joint)
` Appointed General Manager of Construction
Materials and Services in January 2013
` Appointed Chief Operating Officer, Construction
Materials and Services (Joint) in June 2021
` Over 25 years’ experience in management roles at
Wagners, including as Chief Executive Officer of
Wagners’ Joint Venture with Wood Group
` Oversees performance of Wagners’ quarries and
contract crushing, concrete projects, transport
and maintenance workshops
` Mechanical trade qualification
` Completed AICD Company Directors Course
ANTHONY FREER
Chief Operating Officer, Construction
Materials and Services (Joint)
` Appointed General Manager of Cement in
October 2016
` Appointed Chief Operating Officer, Construction
`
`
`
Materials and Services (Joint) in June 2021
20 years’ experience in management positions
Prior to General Manager appointment, assisted
with Wellcamp Airport and Business Park
construction for Wagners, coordinating utility
services and contract administration
Bachelor of Financial Administration,
University of New England
39
WAGNERS | ANNUAL REPORT 2021 HUGH STONE
Head of Safety, Environment and Quality
`
Joined Wagners as Head of Safety,
Environment and Quality in February 2020
`
` Over 20 years' experience as a Health,
Safety and Environment professional
Previous roles include Risk and Systems Manager
with Energy Queensland and Ergon Energy,
Operations and Protection Manager with
Forests NSW
Bachelor of Science (Forestry), Australian
National University
`
` Graduate Certificate Health Science (Health &
Safety), Queensland University of Technology
MATT GRULKE
General Manager —
Concrete, Reinforcing Steel and Precast
` Appointed General Manager in 2019
`
Employed by Wagners for over 17 years in roles
throughout Australia and internationally in the global
division in Russia, New Caledonia and Papua New Guinea
Experience in technical/laboratory, project management
and internationally as country manager
`
EXECUTIVE TEAM (CONTINUED)
MICHAEL KEMP
Executive General Manager —
Technologies Business
` Appointed General Manager of CFT in March
2017 and Technologies business in January 2020
Employed by Wagners for over 17 years
`
` Over 20 years’ experience in the construction
materials industry, including management/design/
installation of the first composite fibre road bridge
in Australia (Grafton NSW), as well as the first in
Queensland (D'Aguilar Highway, Blackbutt)
Bachelor of Engineering, University of Adelaide
`
RACHEL ALLAN
Group Human Resources Manager
` Appointed Human Resources Manager in August 2010
`
` Oversees recruitment, training and payroll functions
` Over 15 years’ experience in human resources,
Employed by Wagners for 13 years
manufacturing, industrial relations, and hospitality prior
to joining Wagners
Jason Zafiriadis
General Manager — Earth Friendly Concrete®
`
`
Joined Wagners as General Manager of EFC®
in March 2020
19 years' experience across industrial markets in the
areas of sales, marketing, strategy and leadership
Bachelor of Business (Marketing and Economics),
Queensland University of Technology
` Currently completing an Executive MBA at
Queensland University of Technology
`
40
WAGNERS | ANNUAL REPORT 2021 WAGNERS HOLDING COMPANY LIMITED ABN 49 622 632 848
FINANCIAL
REPORT
FOR THE YEAR ENDED 30 JUNE 2021
CONTENTS
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
AUDITOR’S INDEPENDENCE DECLARATION
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
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
42
54
66
67
68
69
70
71
115
116
WAGNERS | ANNUAL REPORT 2021
41
DIRECTORS’ REPORT
The Directors of Wagners Holding Company Limited (Wagners, the ‘Company’) and its controlled entities (the ‘Group’),
present their report together with the consolidated financial statements for the year ended 30 June 2021.
Directors
The following persons were directors of the Group during the period and until the date of this report, unless
otherwise stated:
DIRECTOR
Denis Wagner
John Wagner
Lynda O’Grady
Ross Walker
ROLE
Non-executive Chairman
Non-executive Director
Non-executive Director
Non-executive Director
ALTERNATE DIRECTOR
Joseph Wagner
ROLE
Non-executive Director
DATE OF APPOINTMENT
2 November 2017
2 November 2017
8 November 2017
2 November 2017
DATE OF APPOINTMENT
13 March 2018
DATE OF RETIREMENT
Principal activities
The principal activities of the Group consist of construction materials and services and new generation building materials.
Construction materials and services supplies a large range of construction materials and services to customers in the
construction, infrastructure and resources industries. Key products include cement, flyash, aggregates, ready-mix concrete,
precast concrete products and reinforcing steel. Services include project specific mobile and on-site concrete batching,
contract crushing and haulage services.
New generation building materials provides innovative and environmentally sustainable building products and
construction materials through Composite Fibre Technologies (CFT) and Earth Friendly Concrete® (EFC®).
Significant changes in the state of affairs
The appeal judgement with respect to the ‘Cement Supply Agreement’ with Boral Limited was handed down on
23 April 2021. The Cement Supply Agreement remains binding on both parties until 2031, requiring Boral to take a
contracted volume of cement in the form of a take-or-pay arrangement, on an annual basis.
There are no other significant changes in the state of affairs that impact the Consolidated Entity for the year ended
30 June 2021.
Dividends
No final fully franked dividend paid during period (2020: Nil)
No interim dividend paid during period (2020: Nil)
CONSOLIDATED GROUP
30 JUN 2021
$’000
–
–
–
30 JUN 2020
$’000
–
–
–
42
WAGNERS | ANNUAL REPORT 2021 Operating and financial review
Group financial results
Statutory net profit after tax (NPAT) of $10,001,000 increased compared to the 2020 result (30 June 2020: $17,000 loss).
Non-IFRS measures
Throughout this report, Wagners has included certain non-IFRS financial information, including Earnings before Interest,
Depreciation & Amortisation (EBITDA), and pro forma equivalents of IFRS measures such as net profit after tax. These
non-IFRS measures may provide useful information to recipients for measuring the underlying operating performance of
the Group.
Statutory results
Statutory results are provided for the financial year ended 30 June 2021 to allow shareholders to make a meaningful
comparison with the results for the year ended 30 June 2020 and to assess the Group’s performance as a listed company.
TABLE 1: STATUTORY RESULTS ACTUAL COMPARED TO THE PRIOR FINANCIAL YEAR
Revenue
Direct material and cartage costs
Gross profit
Other income
Operating expenses
Earnings before interest, tax, depreciation, and amortisation
Depreciation & amortisation
Earnings before interest and tax
Net finance costs
Net profit before tax
Income tax expense
Net profit after tax
30 JUN 2021
$’000
320,650
(136,326)
184,324
2,446
(138,490)
48,280
(22,882)
25,398
(10,950)
14,448
(4,447)
10,001
30 JUN 2020
$’000
249,668
(108,073)
141,595
2,311
(116,292)
27,614
(18,987)
8,627
(8,840)
(213)
196
(17)
43
DIRECTORS’ REPORTWAGNERS | ANNUAL REPORT 2021 DIRECTORS’ REPORT
Operating and financial review (continued)
Group financial results (continued)
Statutory results (continued)
STATUTORY RESULTS 2021 VS 2020
FY21 experienced increased cement sales with a full year of stable volumes following the resolution of a dispute with a
major cement customer. The performance of the Cross River Rail tunnel segment project, strong volumes across our long-
term bulk haulage contracts, increased quarry and contract crushing volumes as well as increased concrete volumes have
contributed to the higher revenue in 2021. This increased activity has resulted in higher direct material and cartage costs
and increased operating expenses reflecting the scope and scale of the work involved.
CFT crossarm sales have increased by 4.2%. However, sales have decreased in the pedestrian infrastructure and road bridge
segment, which has been impacted by delays in customer spend and market activity due to the impacts of COVID-19. The
combined impact is a decrease 6.6% in overall sales in the CFT division.
Depreciation expense has been impacted by accelerated depreciation rates on bulk haulage and contract crushing
equipment in line with the increased utilisation of these assets.
Operating results by segment
SEGMENT ($’000)
Construction, Materials and Services
Composite Fibre Technologies
EFC® — Carbon Reducing Technologies
Other/Eliminations
Total
30 JUNE 2021
30 JUNE 2020
CHANGE
REVENUE
288,519
31,438
306
387
EBIT
33,407
2,683
(1,985)
(8,707)
REVENUE
215,836
33,659
143
30
320,650
25,398
249,668
EBIT
18,646
3,460
(1,282)
(12,197)
8,627
REVENUE
72,683
(2,221)
163
357
EBIT
14,761
(777)
(703)
3,490
70,982
16,771
CONSTRUCTION MATERIALS AND SERVICES
Construction Materials and Services revenue growth of 33.7% includes increased revenues across cement, precast (Cross
River Rail tunnel segments), bulk haulage, concrete and quarry operations.
Cement volumes have increased as result of the higher concrete volumes in our fixed concrete plants, growth of existing
and new customers and the return to contracted volumes for a major cement customer.
Precast has benefited from the Cross River Rail tunnel segment project, with approximately 75% of the projected volumes
delivered in 2021.
Transport revenue increased from long term bulk haulage contracts in the North West mineral province of Queensland and
Northern Territory in the resources sector.
Concrete revenues have increased with the expansion of the south-east Queensland fixed plant network and growth
in volumes.
Increased supply of quarry materials, as a result of the project at the Carmichael mine, the acquisition of the Shepton Quarry
near Emerald in June 2020 and ongoing supply from the Wellcamp and Castlereagh quarries.
EBIT growth in the year resulted from the increased activity in these business units.
44
WAGNERS | ANNUAL REPORT 2021 Operating and financial review (continued)
Operating results by segment (continued)
COMPOSITE FIBRE TECHNOLOGIES
The crossarms business achieved an increase in revenue of 4.2% and increase in EBIT of over 29% due to manufacturing
efficiencies resulting in lower production costs.
The Composite Fibre Technologies revenue decrease of 6.6% is due to decreased sales of pedestrian infrastructure, short
span road bridge and marine infrastructure which had a 14.8% decrease in revenue in FY21. This was mainly due to deferred
customer projects and general lack of activity as a result of the impacts of COVID-19. The business development investment
in Australia, USA, UK, Middle East and New Zealand was maintained throughout the year.
EFC® — CARBON REDUCING TECHNOLOGIES
There has been increased demand for EFC® globally throughout FY21 with EFC® being deployed in projects or trials in
London, Germany, Netherlands, India and south-east Queensland.
EBIT was impacted by increased investment in research and development and business development costs in Australia, UK,
Europe and India.
OTHER/ELIMINATIONS
The difference in EBIT is mainly due to lower legal costs following the appeal judgement in FY21 and award of costs. These
were partially offset by increased insurance costs during the 2021 financial year.
FINANCIAL POSITION
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
30 JUN 2021
$’000
97,181
244,601
341,782
72,317
156,512
228,829
30 JUN 2020
$’000
84,552
245,438
329,990
64,295
163,288
227,583
CHANGE
$’000
12,629
(837)
11,792
8,022
(6,776)
1,246
Net assets/(liabilities)
112,953
102,407
10,546
The group increased its Net asset position in 2021 due to the improved performance of the business.
Increased cash as a result of timing of creditor payments at 30 June 2021 has driven the increase in Current assets.
Non-current assets have decreased due to the investment in plant and equipment being lower than the depreciated
portion of assets.
Total liabilities have increased slightly, with the increase in Current liabilities due to the timing of the trade creditor payment
being made after the balance date, the decrease in the Non-current liabilities is due to the company continuing to reduce
debt partially offset by increased right of use asset liabilities due to new leases and a calculation change.
45
DIRECTORS’ REPORTWAGNERS | ANNUAL REPORT 2021
DIRECTORS’ REPORT
Operating and financial review (continued)
Strategy and future prospects
Wagners remains focused on delivering future growth through the following strategies:
Composite Fibre Technologies (CFT):
The Group will continue to focus in domestic and international markets leveraging opportunities for a broad range of
applications, particularly in the US, UK, New Zealand, Europe and Middle Eastern markets. Revenue growth is expected from:
` USA — Wagners US CFT facility in Texas is currently under construction with manufacturing expected to commence
later this year. With an operational manufacturing facility in the USA, combined with increased investment in
our CFT international operations, marketing and sales team, increased demand is expected from local US utility
providers for crossarms and power poles and customised solutions provided to pedestrian infrastructure and
warehouse asset owners.
` Australia/New Zealand Custom Build — while we saw a decrease in committed funding for these assets during
FY21, increased tendering activity in the later months of FY21 indicates that activity in this sector is set to rebound in
FY22 as COVID-19 restrictions ease and public sector funding is directed to state and local infrastructures. A full sales
complement is in place across all states to respond to these opportunities.
` Manufacturing Optimisation — the Group continues to invest in automation and increased production capacity
at the Group’s CFT facilities resulting in higher productivity and lower costs of production. An additional three
pultrusion machines will be commissioned during FY22 (1 in Texas USA and 2 in Toowoomba Australia) positioning
the Group to manufacture new products developed by the R&D team, including power poles.
`
Research and Development — continued investment in R&D will continue to identify new products, leverage new
markets and yield production efficiencies.
Earth Friendly Concrete® (EFC®):
`
EFC® is now being employed in domestic construction in Australia in FY21, in residential and commercial
applications.
` Domestically, the Group will continue to increase the sales focus to leverage the Group’s concrete batch plant
network to supply EFC® throughout south-east Queensland. The Group will also look for opportunities to service
new markets, throughout Australia and New Zealand and supply EFC® through third party owned concrete plants.
`
`
Successful trials have been performed with roof tile manufacturers, pipe manufacturers and precast manufacturers
across Europe. The technology has also been successfully used in many projects in London, England including the
HS2 project.
The Group is committing significant funds to the expansion of the EFC® operations globally. While some revenue
growth is expected in FY22 as demand increases for the technology and a presence is established in these
international markets, the initial expansion into these markets is going to require significant investment of funds.
The funds will predominantly be used to establish manufacturing capabilities and engage along with operational
and marketing staff in the UK.
`
The Group will continue its investment in R&D to enable a broader application of EFC®.
` With increasing international demand for the technology, the Group has commenced a process to identify a
strategically compatible investment partner to assist with the further development of the technology and scaling of
operational capacity in its identified global markets. If successful, the investment is not likely to result in a significant
increase in revenue in FY22 due to the timing of any transaction. However, any investment is expected to deliver
significant medium and long term benefits to the Group.
`
Irrespective of any third party investment, the global EFC® strategy will progress during FY22.
46
WAGNERS | ANNUAL REPORT 2021 Operating and financial review (continued)
Strategy and future prospects (continued)
Quarries:
` Continued growth is expected in the quarry business with five (5) quarries now operational and contributing to
the Group’s financial performance. There are also a number of contracts secured for the Group’s contract crushing
services business. The Group’s fixed quarry operations and available mobile crushing equipment position means
the Group is well positioned to increase activity in the construction materials and services market. The Group will
continue to explore investment opportunities that will add long term value to the fixed quarry operations including
the development of existing greenfield sites.
Transport:
` While there are a number of longer term contracts secured in the Group’s bulk haulage business, additional
contracts are expected over time in line with the significant activity in the resources sector. The Group will continue
to invest in assets to service existing and new contracts that will deliver increased productivity and resulting
margins.
Cement:
`
Strong cement volumes are expected throughout FY22 in line with the current activity in the SEQ construction
sector. With a dedicated sales team in the region, the Group will continue to expand its customer base in south-east
Queensland and to develop new product offerings and service new geographical markets.
Continued expansion of ready-mix concrete plants:
` As previously reported, the Group will continue to expand its ready-mix concrete plant network, providing the
Group’s cement and quarry businesses with a secure and growing sales channel. This will also provide additional
exposure to the increased activity in south-east Queensland’s construction materials and services market with
current strong activity expected to continue into FY22.
Environment regulation
The Group is subject to particular and significant environmental regulations. All relevant authorities have been provided
with regular updates, and to the best of the directors’ knowledge all activities have been undertaken in compliance with or
in accordance with a process agreed with the relevant authority.
Wagners recognises and accepts that proper care of the environment is a fundamental part of its corporate business
strategy and concerns for the environment must be integrated into all management programs. Wagners employs a number
of substantial internal environmental policies, procedures and monitoring processes, including the Board participation in
monthly Environmental Quality and Safety reviews with a large number of employee participants from throughout the
Group.
Wagners believes that it must conduct business in an environmentally responsible manner that leaves the environment
healthy, safe and does not compromise the ability of future generations to sustain their needs. Our environmental
performance is assured annually by SAI Global through our compliance to ISO 14001:2015. Wagners is also subject to the
National Greenhouse and Energy Reporting Act 1997 and is required to report on the energy consumption and greenhouse
gas emissions of its Australian operations.
47
DIRECTORS’ REPORTWAGNERS | ANNUAL REPORT 2021 Corporate governance
Wagners Holding Company Limited is committed to achieving and demonstrating the effective standards of corporate
governance. The Group has reviewed its corporate governance practices against the Corporate Governance Principles and
Recommendations (3rd edition) published by the ASX Corporate Governance Council.
A description of Wagners Holding Company Limited’s current corporate governance practices is set out in the Wagners
Holding Company Limited’s corporate governance statement, which can be viewed on the Wagners website at
https://investors.wagner.com.au/corporate-governance/.
Indemnities and insurance of officers and auditors
Indemnification
In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every officer of the Company
shall be indemnified out of the property of the Company against any liability incurred by them in their capacity as officer
or agent of the Company in respect of any act or omission whatsoever and howsoever occurring or in defending any
proceedings, whether civil or criminal.
The Group has not entered into any agreement to indemnify their auditor, BDO Audit Pty Ltd for any liabilities to another
person (other than the Company) that may arise from their position as auditor.
Insurances
During the reporting period and since the end of the reporting period, the Company has paid premiums in respect of a
contract insuring directors and officers of the Group in relation to certain liabilities. In accordance with normal commercial
practices under the terms of the insurance contracts, the nature of liabilities insured against and the amounts of premiums
paid are confidential.
Auditor’s independence declaration
A copy of the lead auditor’s independence declaration, as required under section 307C of the Corporations Act 2001 is set
out on page 66 and forms part of the Directors’ Report for financial year ended 30 June 2021.
48
DIRECTORS’ REPORTWAGNERS | ANNUAL REPORT 2021 Non-audit services
The following non-audit services were provided by the Group’s auditor, BDO Audit Pty Ltd. The directors are satisfied that
the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence
was not compromised. This assessment has been confirmed to the Board by the Audit & Risk Committee.
During the year, the following fees were paid or payable for non-audit services provided by the auditor of the parent entity,
its related practices and non-related firms:
Tax compliance, advisory and other services
Due diligence services
2021
$
–
–
–
2020
$
13,000
–
13,000
Rounding
The Company is a kind referred to in Australian Securities & Investment Commission (ASIC) Legislative Instrument 2016/191, and
in accordance with that instrument all financial information presented in Australian dollars has been rounded to the nearest
thousand dollars unless otherwise stated.
Proceedings on behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company, or 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 any part of
those proceedings.
The company was not a party to any such proceedings during the year.
Events occurring after the reporting date
The directors of the Company are not aware of any other matter or circumstance not otherwise dealt with in the financial
report that significantly affected or may significantly affect the operations of the Group, the results of those operations or
the state of affairs in the period subsequent to the financial year ended 30 June 2021.
In addition, while the COVID-19 situation remains concerning, between 30 June 2021 the date of this report, there has been
no COVID-19 impacts on the operations of the Group. However, due to the fluid nature of this pandemic the Group will
continue to monitor the unfolding situation and adjust operations for minimal impacts where required.
49
DIRECTORS’ REPORTWAGNERS | ANNUAL REPORT 2021 Likely developments and expected results of operations
Construction Materials and Services
The Group is in a strong position to benefit from the large pipeline of infrastructure work in south-east Queensland over the
coming decade. This will provide significant benefit to the construction materials and services offered by the Group, and
will also provide opportunities for the use of the New Generation Building Materials.
The continual establishment of permanent concrete plants in south-east Queensland, with six currently operational, with
two additional sites identified, delivers on the strategy outlined in the prospectus. This, together with the development
of a greenfield quarry site acquired in south-east Queensland, which, unless the market improves is not expected to be
operational within the next year, strengthens the Group’s position as a preferred supplier of construction materials in this
market.
Composite Fibre Technologies
The international expansion of CFT into USA, currently constructing the Group's first US CFT facility in Texas is expected to
further increase the demand for CFT products. Considerable interest has also been received for the Groups newest product,
CFT Power Poles, which is expected to contribute significantly in the growth of CFT in the coming years. The increased
production capacity as a result of the automation will also allow the Group to competitively tender for international
contracts, with supply into Asia an area of potential growth.
Earth Friendly Concrete®
Regardless of any investment that may be secured from a third party investor the Group is committing significant funds to
the expansion of the EFC® operations globally. While some revenue growth is expected in FY22 as demand increases for the
technology and a presence is established in these international markets, the initial expansion into these markets is going to
require significant investment of funds. The funds will predominantly be used to establish manufacturing capabilities and
engage operational and marketing staff in the UK.
50
DIRECTORS’ REPORTWAGNERS | ANNUAL REPORT 2021 Information on Directors and Company Secretary
NAME
Title
DENIS WAGNER
Non-executive Chairman.
Qualifications
FAICD
Experience and expertise
Denis is one of the co-founders of Wagners and has been involved in the business
since its inception and has been instrumental in developing Wagners into one of the
leading construction materials producers in south-east Queensland. Denis brings
over 30 years’ experience in the construction materials industry and is a Fellow of the
Australian Institute of Company Directors.
Other current directorships
Former directorships (last 3 years)
None.
None.
Special responsibilities
Chair of Nomination Committee and Member of Remuneration Committee.
Interests in shares
Interests in options
Interests in rights
Contractual rights to shares
NAME
Title
Experience and expertise
36,324,048 Ordinary shares.
None.
None.
None.
JOHN WAGNER
Non-executive Director.
John is one of the co-founders of Wagners and has been involved in the business
since its inception and has been instrumental in developing Wagners into one
of the leading construction materials producers in south-east Queensland. John
brings over 30 years’ experience in the construction materials industry and was the
inaugural Chair of both Darling Downs Tourism and Toowoomba and Surat Basin
Enterprises boards.
Other current directorships
Former directorships (last 3 years)
None.
None.
Special responsibilities
Member of Audit and Risk Committee.
Interests in shares
Interests in options
Interests in rights
Contractual rights to shares
36,614,431 Ordinary shares.
None.
None.
None.
NAME
Title
ROSS WALKER
Independent, Non-executive Director.
Qualifications
BCom, FCA.
Experience and expertise
Other current directorships
Ross is a Chartered Accountant, with more the 30 years’ corporate and accounting
experience, and a former managing partner of accounting and consulting firm,
Pitcher Partners Brisbane.
RPM Global Limited (ASX: RUL) (Appointed in 2008), Sovereign Cloud Holdings Limited
(ASX: SOV) (Appointed in 2017)
Former directorships (last 3 years)
None.
Special responsibilities
Chair of Audit and Risk Committee and Member of Nomination Committee.
Interests in shares
Interests in options
Interests in rights
Contractual rights to shares
117,713 Ordinary shares.
None.
None.
None.
51
DIRECTORS’ REPORTWAGNERS | ANNUAL REPORT 2021 Information on Directors and Company Secretary (continued)
NAME
Title
LYNDA O’GRADY
Independent, Non-executive Director.
Qualifications
BCom(Hons), FAICD.
Experience and expertise
Other current directorships
Lynda has held Executive/Managing Director roles at Telstra, including Chief of
Product. Prior to this Lynda was Commercial Director of Australian Consolidated
Press (PBL) and General Manager of Alcatel Australia. She was Chairman of the
Aged Care Financing Authority until her retirement effective 30 April 2018 and is a
member of the Advisory Board of Jamieson Coote Bonds and Council of Southern
Cross University.
Domino’s Pizza Enterprises Limited (ASX: DMP) (Appointed in 2015), AVANT Group
(Appointed in 2019) & Musica Viva (Appointed in 2018)
Former directorships (last 3 years)
National Electronic Health Transition Authority — NEHTA
Special responsibilities
Interests in shares
Interests in options
Interests in rights
Contractual rights to shares
NAME
Title
Qualifications
Experience and expertise
Member of Nomination Committee and Audit and Risk Committee and Chair
Remuneration Committee.
50,000 Ordinary shares.
None.
None.
None.
KAREN BROWN
Company Secretary.
LLB, BCom.
Karen is a solicitor of the Supreme Court of Queensland and was appointed as
General Counsel and Company Secretary to Wagners in December 2017. Karen has
over 20 years’ experience in the legal sector, and is a former partner of Carter
Newell Lawyers.
Other current directorships
Former directorships (last 3 years)
Special responsibilities
Interests in shares
Interests in options
Interests in rights
Contractual rights to shares
None.
None.
None.
15,808 Ordinary shares.
None.
None.
None.
‘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 shares’ refers to shareholdings as at the date of the financial report.
52
DIRECTORS’ REPORTWAGNERS | ANNUAL REPORT 2021 Directors’ meetings
The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the
year ended 30 June 2021, and the number of meetings attended by each Director were:
FULL BOARD MEETINGS
AUDIT & RISK
COMMITTEE MEETINGS
REMUNERATION
COMMITTEE MEETINGS
NOMINATION
COMMITTEE MEETINGS
HELD
ATTENDED
HELD
ATTENDED
HELD
ATTENDED
HELD
ATTENDED
11
11
11
11
11
11
10
11
11
1
–
2
2
2
–
–
2
2
2
–
3
–
3
3
–
3
–
3
3
–
–
–
–
–
–
–
–
–
–
–
Denis Wagner
John Wagner*
Ross Walker
Lynda O’Grady
Joseph Wagner*
*
John Wagner appointed Joseph Wagner as his alternate Director for an interim period where he could not attend to his full duties as a Director of
the Company.
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant committee.
53
DIRECTORS’ REPORTWAGNERS | ANNUAL REPORT 2021 The Directors of Wagners Holding Company Limited are pleased to present the Remuneration Report (the ‘Report’) for the
Company and its subsidiaries (together, the ‘Group’) for the financial year ended 30 June 2021.
The information provided in the Report has been audited as required by section 308(3C) of the Corporations Act 2001.
The Report consists of the following sections:
1. Remuneration report overview
2. Remuneration governance
3. Executive remuneration policy and practices
4. Non-executive Director remuneration policy and practices
5. Overview of Group performance
6. Employment contracts of key management personnel
7. Details of remuneration
8. Equity instruments held by key management personnel
9. Other transactions with key management personnel
Remuneration report overview
1
For the purposes of this Report, the Group’s key management personnel (‘KMP’) are its Non-executive Directors and
executives who have been identified as having authority and responsibility for planning, directing and controlling the major
activities of the Group.
The table below outlines the KMP of Wagners and their movement during the financial year end 30 June 2021:
NAMES
ROLE
TERMS AS KMP
NON-EXECUTIVE DIRECTORS
Denis Wagner
John Wagner
Lynda O’Grady
Ross Walker
SENIOR EXECUTIVES
Cameron Coleman
Fergus Hume
Non-executive Chairman
Non-executive Director
Non-executive Director
Non-executive Director
ROLE
Chief Executive Officer (‘CEO’)
Chief Financial Officer (‘CFO’)
Full financial year
Full financial year
Full financial year
Full financial year
TERMS AS KMP
Full financial year
Full financial year
54
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021
Remuneration governance
2
Ultimately, the Board is responsible for the Group’s remuneration policies and practices. The role of the Remuneration
Committee (the ‘Committee’) is to assist the Board to ensure that appropriate and effective remuneration packages and
policies are implemented within the Company and Group in relation to the KMP and those reporting directly to the CEO.
Wagners has several policies to support a strong governance framework. These policies include a Diversity Policy,
Continuous Disclosure Policy, Whistle-blower Policy and Securities Trading Policy, and they have been implemented
to promote responsible management and conduct. Further information is available on the Group’s website
https://investors.wagner.com.au/corporate-governance/
The Remuneration Committee’s functions include:
`
`
`
`
Review and evaluation of market practices and trends on remuneration matters;
Recommendations to the Board about the Group’s remuneration policies and procedures;
Recommendations to the Board about remuneration of senior management; and
Reviewing the Group’s reporting and disclosure practices in relation to the remuneration of senior executives.
The Committee’s Charter allows the Committee access to specialist external advice about remuneration structure and levels,
which it intends to utilise periodically in support of its remuneration decision making process.
Executive remuneration policy and practices
3
The Group’s remuneration framework is designed to attract, retain, motivate and reward employees for performance that is
competitive and appropriate for the results delivered. The framework aligns remuneration with the achievement of strategic
goals and the creation of value for shareholders.
The key criteria supporting the Group’s remuneration framework are:
` Competitiveness and reasonableness;
` Acceptability to shareholders;
`
`
Performance linkage/alignment of executive compensation; and
Transparency.
Wagner’s Executive KMP remuneration consists of fixed remuneration, short-term incentives and long-term incentives plans.
Executive KMP remuneration includes both fixed and variable components, with variable rewards consisting of short and
long term incentives that are based on Group performance outcomes.
(a) Fixed remuneration
Fixed remuneration for employees reflects the complexity of the individual’s role and their experience, knowledge and
performance. Internal and external benchmarking is regularly undertaken, and fixed remuneration levels are set with
regards to comparable market remuneration.
Fixed remuneration is comprised of base salary, salary sacrificed non-monetary benefits and employer superannuation
contributions, in line with statutory obligations.
Fixed remuneration is reviewed annually, taking into consideration the performance of the individual, business unit, and the
Group as a whole.
55
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 3
Executive remuneration policy and practices (continued)
(b) Short-term incentive plan
The Company has adopted a short-term incentive (STI) plan for key employees, and is designed to motivate and align
employees with the Group’s financial and strategic objectives.
Non-executive Directors are not entitled to participate in the STI. Key employees identified by the Board are entitled to
receive STI payments, calculated as a percentage of base salary, subject to achieving performance targets against key
performance indicators agreed with the Board.
The Group’s Earnings before Interest and Taxes (EBIT) has been assessed as the most suitable measure of financial
performance for the STI, as EBIT aligns the Groups operating profit performance to the incentive attainable.
The following table outlines the key features of the STI Plan for the financial year ended 30 June 2021:
PARTICIPANTS
PERFORMANCE PERIOD
PERFORMANCE TARGET
OPPORTUNITY1
All KMP executives
Financial year ending 30 June 2021
Performance was measured against a target EBIT, being the Groups operational budgeted EBIT,
approved and ratified by the Board.
TARGET EBIT ACHIEVED
% OF BASE SALARY
<90%
90%
100%
110%
120%
0%
12.5%
25%
37.5%
50%
PERFORMANCE RESULTS
PAYMENT METHOD
The Group did achieve the reported EBIT result for the financial period, satisfying the Group STI
performance target.
100% of STI earned will be payable by way of cash in two equal tranches, over one year.
Other than in certain circumstances, if the employee ceases employment with the Group, any
tranches earned that have not yet been paid will be forfeited.
1
Where EBIT falls between target EBIT ranges, then % of Base Salary will be calculated on a pro rata basis between the upper and lower percentages
of that range. Note that the STI payments are capped at a maximum of 50% of base salary.
56
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 3
Executive remuneration policy and practices (continued)
(c) Long-term incentive plan
The Company adopted a new long-term incentive plan in connection with its admission to the ASX, the Omnibus Incentive
Plan (LTI).
Performance rights are issued under the LTI, and it provides for KMP to receive a number of performance rights, as
determined by the Board, over ordinary shares. Performance rights issued under the LTI will be subject to performance
conditions that are detailed below.
The Remuneration Committee consider this equity performance-linked remuneration structure to be appropriate as KMP
only receive a benefit when there is a corresponding direct benefit to shareholders.
Details of Key Management Personnel performance rights issued, vested and expired during the financial year are set
out below:
MOVEMENTS
YEAR
ISSUED
2020
2020
2020
2019
2019
2019
TRANCHE
VESTING DATE
VESTING
CONDITIONS
PERFORMANCE
PERIOD1
1 JULY 2020
ISSUED
EXERCISED
EXPIRED/
FORFEITED
30 JUNE 2021
1
2
3
1
2
3
31 August 2021
31 August 2022
31 August 2023
31 August 2020
31 August 2021
31 August 2022
EPS
EPS
EPS
EPS
EPS
EPS
1 year
2 years
3 years
1 year
2 years
3 years
–
–
–
120,120
120,120
120,120
74,075
74,074
74,074
–
–
–
222,223
360,360
–
–
–
–
–
–
–
–
–
–
–
–
–
–
120,120
120,120
120,120
74,075
74,074
74,074
582,583
1
Represents the relevant period of time to which both the performance vesting condition is measured and the period of time the recipient must
remain employed with the Group.
57
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 3
Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
Vesting Conditions
2020 ISSUED PERFORMANCE RIGHTS
1
2
VESTING DATES
Tranche 1 — 31 August 2021
Tranche 2 — 31 August 2022
Tranche 3 and Remainder Performance rights — 31 August 2023
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.9C
TRANCHE 1
On the Tranche 1 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2021
(Tranche 1 EPS) is:
(a) at least 5% (but less than 10%) higher than the Offer EPS, 50% of the Tranche 1 Performance rights
shall vest; or
(b) at least 10% (but less than 15%) higher than the Offer EPS, 75% of the Tranche 1 Performance rights
shall vest; or
(c) at least 15% higher than the Offer EPS, 100% of the Tranche 1 Performance rights shall vest.
TRANCHE 2
On the Tranche 2 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2022
(Tranche 2 EPS) is:
(a) at least 5% (but less than 10%) higher than the Tranche 1 EPS, 50% of the Tranche 2 Performance
rights shall vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 1 EPS, 75% of the Tranche 2 Performance
rights shall vest; or
(c) at least 15% higher than the Tranche 1 EPS, 100% of the Tranche 2 Performance rights shall vest.
TRANCHE 3
On the Tranche 3 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2023
(Tranche 3 EPS) is:
(a) at least 5% (but less than 10%) higher than Tranche 2 EPS, 50% of the Tranche 3 Performance rights
shall vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 2 EPS, 75% of the Tranche 3 Performance
rights shall vest; or
(c) at least 15% higher than the Tranche 2 EPS, 100% of the Tranche 3 Performance rights shall vest.
ADDITIONAL VESTING TERMS
Any Tranche 1 or 2 Performance rights which did not vest on the Tranche 1 Vesting Date or Tranche 2
Vesting Date respectively (Remainder Performance rights) will vest on the Tranche 3 Vesting Date if
the Tranche 3 EPS is at least 20% higher than the Tranche 2 EPS.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
58
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 3
Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
Vesting Conditions (continued)
2019 ISSUED PERFORMANCE RIGHTS
1
2
VESTING DATES
Tranche 1 — 31 August 2020
Tranche 2 — 31 August 2021
Tranche 3 and Remainder Performance rights — 31 August 2022
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 7.9C
AMENDED EARNINGS PER SHARE (AMENDED EPS) OF 4.5C
TRANCHE 1
On the Tranche 1 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2020
(Tranche 1 EPS) is:
(a) at least 10% (but less than 12.5%) higher than the Offer EPS, 50% of the Tranche 1 Performance
rights shall vest; or
(b) at least 12.5% (but less than 15%) higher than the Offer EPS, 75% of the Tranche 1 Performance
rights shall vest; or
(c) at least 15% higher than the Offer EPS, 100% of the Tranche 1 Performance rights shall vest.
TRANCHE 2
On the Tranche 2 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2021
(Tranche 2 EPS) is:
(a) at least 10% (but less than 12.5%) higher than the Amended EPS, 50% of the Tranche 2
Performance rights shall vest; or
(b) at least 12.5% (but less than 15%) higher than the Amended EPS, 75% of the Tranche 2
Performance rights shall vest; or
(c) at least 15% higher than the Amended EPS, 100% of the Tranche 2 Performance rights shall vest.
TRANCHE 3
On the Tranche 3 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2022
(Tranche 3 EPS) is:
(a) at least 10% (but less than 12.5%) higher than Amended EPS, 50% of the Tranche 3 Performance
rights shall vest; or
(b) at least 12.5% (but less than 15%) higher than the Amended EPS, 75% of the Tranche 3
Performance rights shall vest; or
(c) at least 15% higher than the Amended EPS, 100% of the Tranche 3 Performance rights shall vest.
ADDITIONAL VESTING TERMS
Any Tranche 1 or 2 Performance rights which did not vest on the Tranche 1 Vesting Date or Tranche 2
Vesting Date respectively (Remainder Performance rights) will vest on the Tranche 3 Vesting Date if
the Tranche 3 EPS is at least 20% higher than the Amended EPS.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
59
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 3
Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
Fair value of performance rights granted
The assessed fair value at the date of grant of performance rights issued is determined using an option pricing model that
takes into account the exercise price, the underlying share price at the time of issue, the term of performance right, the
underlying share’s expected volatility, expected dividends and risk free interest rate for the expected life of the instrument.
Details of performance rights over ordinary shares in the company provided as remuneration to each of the key
management personnel of the group are set out below. When exercisable, each performance right is convertible into one
ordinary share of Wagners Holding Company Limited.
The value of the performance rights were calculated using the inputs shown below:
2020 ISSUED PERFORMANCE RIGHTS
INPUTS INTO PRICING MODEL
Grant Date
Exercise Price
Vesting Conditions
Share price at grant date
Expiry date
Life of the instruments
Underlying share price volatility
Expected dividends
Risk free interest rate
Pricing model
Fair value per instrument
2019 ISSUED PERFORMANCE RIGHTS
INPUTS INTO PRICING MODEL
Grant Date
Exercise Price
Vesting Conditions
Share price at grant date
Expiry date
Life of the instruments
Underlying share price volatility
Expected dividends
Risk free interest rate
Pricing model
Fair value per instrument
60
TRANCHE 1
TRANCHE 2
TRANCHE 3
19 November 2020
19 November 2020
19 November 2020
$0.00
Refer above
$1.59
$0.00
Refer above
$1.59
$0.00
Refer above
$1.59
19 November 2025
19 November 2025
19 November 2025
5 years
50%
1%
0.71%
5 years
50%
1.7%
0.71%
5 years
50%
2.1%
0.71%
Black Scholes Model
Black Scholes Model
Black Scholes Model
$1.41
$1.39
$1.34
TRANCHE 1
TRANCHE 2
TRANCHE 3
20 November 2019
20 November 2019
20 November 2019
$0.00
Refer above
$2.10
$0.00
Refer above
$2.10
$0.00
Refer above
$2.10
20 November 2024
20 November 2024
20 November 2024
5 years
50%
1%
0.71%
5 years
50%
1.7%
0.71%
5 years
50%
2.1%
0.71%
Black Scholes Model
Black Scholes Model
Black Scholes Model
$1.88
$1.83
$1.78
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 Non-executive Director remuneration policy and practices
4
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 Committee, and reflects the market salary for a
position and individual of comparable responsibility and experience whilst considering the Group’s stage of development.
Non-executive Directors’ fees were fixed, and they did not receive any performance based remuneration. Under the
Company’s Constitution the amount paid or provided for payments to Directors as a whole must not exceed the maximum
aggregate amount of $750,000. The current Independent Non-executive Directors fees are $100,000 per annum and
Directors may also be reimbursed for all travelling and other expenses incurred in connection with their Company duties.
Non-executive Chairman fees are $200,000 per annum.
Overview of group performance
5
Since the Company was not a disclosing entity prior to the financial year ended 30 June 2018, the relationship between
remuneration policy and Group performance is only assessed for the prior three and the current financial year.
Revenue ($’000)
EBITDA ($’000)
EBIT ($’000)
NPAT ($’000)
Dividends paid (cents per share)
Basic Earnings per share (cents)
Share price movement (cents per share)
30 JUN 2021
320,650
48,280
25,398
10,001
0.0
5.3
111
30 JUN 2020
249,668
27,614
8,627
(17)
0.0
(0.0)
(69)
30 JUN 2019
236,888
30 JUN 2018
231,530
37,893
24,850
12,779
5.7
7.9
(254)
48,824
38,005
24,807
1.5
17.1
164
Employment contracts of key management personnel
6
The Company has entered into standard employment agreements (fixed remuneration and equity-based incentives) with
all senior management. None of the Non-executive directors have employment contracts with the Company.
Key terms of the employment agreements for the executive KMP members are as follows:
EXECUTIVE KMP
Cameron Coleman
ROLE
CEO
CONTRACT
DURATION
Unlimited
NOTICE
PERIOD
TERMINATION
PAYMENTS APPLICABLE
ANNUAL BASE SALARY
(EXCLUSIVE OF SUPERANNUATION)
$
12 months (Wagner’s notice)/
months (employee’s notice)
Applicable
notice period
Fergus Hume
CFO
Unlimited
6 months
Notice period
500,000
300,000
61
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 7
Details of remuneration
(a) Performance against STI plan
For the executive KMP members, the applicable STI award payable against the performance of the Group’s EBIT for the
financial year ended 30 June 2021 was:
EXECUTIVE KMP
Cameron Coleman
Fergus Hume
MAXIMUM ‘AT-RISK’
50% of base salary
50% of base salary
% OF MAXIMUM STI
AWARDED/PAYABLE
55.9%
55.9%
% OF STI
FORFEITED
44.1%
44.1%
EXPIRED/
FORFEITED
139,733
83,840
ESTIMATE OF
MAXIMUM
TOTAL VALUE $
364,114
218,469
(b) Director & executive KMP remuneration
Details of the remuneration of Directors and other key management personnel of the Company in respect to their terms
as a KMP outlined above, for the financial years ended 30 June 2021 & 30 June 2020 are set out in the tables on the
following pages:
62
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 7
Details of remuneration (continued)
(b) Director & executive KMP remuneration (continued)
FINANCIAL YEAR ENDED
30 JUNE 2021
Non-executive Directors
Denis Wagner5
John Wagner
Lynda O’Grady
Ross Walker
Executive KMP’s
Cameron Coleman
Fergus Hume
Total Directors’ and
Executive remuneration
SHORT-TERM
POST-
EMPLOYMENT
LONG-TERM
EQUITY BASED
BENEFITS
SALARY
AND FEES1
$
STI
AWARDED2
$
NON-CASH
BENEFITS
$
SUPER-
ANNUATION
$
LONG SERVICE
LEAVE3
$
SHARE BASED
PAYMENTS5
$
TOTAL
REMUNERATION
$
PERFORMANCE
RELATED
%
200,000
100,000
100,000
100,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
200,000
100,000
100,000
100,000
538,438
139,733
7,682
328,225
83,840
10,718
25,000
25,000
10,278
2,450
100,039
60,024
821,171
510,257
1,366,663 223,573
18,400
50,000
12,728
160,063
1,831,427
–
–
–
–
29.2
28.2
20.9
1 Amount includes the value of annual leave accrued during the year.
2
STI bonus is for performance during the respective financial year using the criteria set out on page 56. STI’s awarded is paid in two equal tranches
over a one-year period, with outstanding amounts forfeited should the employee terminate their contract.
3 Amount includes the value of long service leave accrued during the year.
4
Increased rate of Directors fees for the role of Chairman.
5 This reflects the value of performance rights issued in 2019 & 2020 expected to meet the hurdle rates.
FINANCIAL YEAR ENDED
30 JUNE 2020
Non-executive Directors
Denis Wagner4
John Wagner
Peter Crowley5
Lynda O’Grady
Ross Walker
Executive KMP’s
Cameron Coleman
Fergus Hume
Total Directors’ and
Executive remuneration
1,330,288
SHORT-TERM
POST-
EMPLOYMENT
LONG-TERM
EQUITY BASED
BENEFITS
SALARY
AND FEES1
$
STI
AWARDED2
$
NON-CASH
BENEFITS
$
SUPER-
ANNUATION
$
LONG SERVICE
LEAVE3
$
SHARE BASED
PAYMENTS
$
TOTAL
REMUNERATION
$
PERFORMANCE
RELATED
%
200,000
100,000
25,000
100,000
100,000
501,899
303,389
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
200,000
100,000
25,000
100,000
100,000
–
–
–
–
–
8,028
16,433
25,000
24,452
9,641
2,051
23,586
14,152
568,154
360,477
4.2%
3.9%
24,461
49,452
11,692
37,738
1,453,631
2.6%
1 Amount includes the value of annual leave accrued during the year.
2
STI bonus is for performance during the respective financial year using the criteria set out on page 56. STI’s awarded is paid in two equal tranches
over a one-year period, with outstanding amounts forfeited should the employee terminate their contract.
3 Amount includes the value of long service leave accrued during the year.
4
Increased rate of Directors fees for the role of Chairman.
5 Peter Crowley resigned on 24th September 2019.
6
This reflects the value of performance rights earnt in Tranche 2 and 3 as the Tranche 1 performance rights did not meet the hurdle rate of the
performance rights issued in 2020.
63
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 8
Equity instruments held by key management personnel
(a) Ordinary shares
The movement in number of ordinary shares in Wagners Holding Company Limited held directly, indirectly, or beneficially,
by each key management person during the 2021 financial year, is as follows:
KEY MANAGEMENT PERSON
OPENING BALANCE
PURCHASES
ON MARKET
PURCHASES
OFF MARKET
RIGHTS ISSUE
SHARE DISPOSALS
CLOSING BALANCE
Denis Wagner
John Wagner
Lynda O’Grady1
Ross Walker
Cameron Coleman
Fergus Hume
36,324,048
36,614,431
50,000
117,713
83,223
1,713
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
36,324,048
36,614,431
50,000
117,713
83,223
1,713
1 The closing balance includes 28,598 shares held by Lynda O’Grady’s spouse.
(b) STI/LTI instrument granted and issued during the year
The following LTI performance rights were issued during the financial year ended 30 June 2021 (2020: 222,223).
MOVEMENTS
KEY MANAGEMENT PERSON
Cameron Coleman
Fergus Hume
1 JULY 2020
138,889
83,334
GRANTED
225,225
135,135
EXERCISED
EXPIRED/FORFEITED
30 JUNE 2021
–
–
–
–
364,114
218,469
No performance rights were exercisable at 30 June 2021 (2020: none).
The total values of the LTI performance rights granted during the financial year for the key management personnel were
as follows:
KEY MANAGEMENT PERSON
Cameron Coleman
Fergus Hume
30 JUN 2021
$
310,811
186,486
30 JUN 2020
$
254,167
152,501
64
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 9
Other transactions with key management personnel and their related parties
(a) Loans to key management personnel and their related parties
There were no loans issued to any key management personnel, or their related parties during the financial year ended 30
June 2021.
(b) Other transactions with key management personnel and their related parties
Directors and related parties
All transactions between the Group and any Director and their related parties are conducted on the basis of normal
commercial trading terms and conditions as agreed upon between the parties as per normal arms-length business
transactions. Such transactions with Director and their related parties are detailed as follows:
DESCRIPTION
Sale of materials and services1
On charge of costs processed by the Group
Indemnity of losses on prior onerous contract2
Payments for rent of property and plant, material royalties and other costs
2021
REVENUE/(COST)
$
1,147,166
109
(1,411,888)
(9,297,456)
2020
REVENUE/(COST)
$
7,937,690
5,342
–
(8,083,706)
1
2
The sale of materials and services includes amounts recognised over time under AASB 15 for contracts to fabricate, construct and install concrete
batch plants on sites owned by related parties.
This amount was re-distributed to the related party as part of the onerous contract indemnity agreement noted in the prospectus after a dispute
settlement was reached with the third-party client. The cumulative effect of these transactions therefore made no change to both the Groups profit
or loss and cash position.
This ends the Audited Remuneration Report.
The Directors’ Report is signed in accordance with a resolution of the directors made pursuant to s298(2) of the
Corporations Act 2001.
MR DENIS WAGNER
Chairman
Dated at Toowoomba, Queensland on 25 August 2021.
65
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2021 Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
DECLARATION OF INDEPENDENCE BY C K HENRY TO THE DIRECTORS OF WAGNERS HOLDING
COMPANY LIMITED
As lead auditor of Wagners Holding Company Limited for the year ended 30 June 2021, I declare that,
to the best of my knowledge and belief, there have been:
DECLARATION OF INDEPENDENCE BY C K HENRY TO THE DIRECTORS OF WAGNERS HOLDING
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
COMPANY LIMITED
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
As lead auditor of Wagners Holding Company Limited for the year ended 30 June 2021, I declare that,
This declaration is in respect of Wagners Holding Company Limited and the entities it controlled during
to the best of my knowledge and belief, there have been:
the period.
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 Wagners Holding Company Limited and the entities it controlled during
C K Henry
the period.
Director
BDO Audit Pty Ltd
Brisbane, 25 August 2021
C K Henry
Director
BDO Audit Pty Ltd
Brisbane, 25 August 2021
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a
UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
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.
66
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS and Other Comprehensive Income
for the year ended 30 June 2021
Revenue from contracts with customers
Other income
Direct material and cartage costs
Employee benefits expense
Depreciation — right-of-use assets
CONSOLIDATED GROUP
NOTE
3(a)
3(b)
4
10(a)
30 JUN 2021
$’000
320,650
2,446
(136,326)
(58,505)
(5,875)
Depreciation and amortisation expense — other
9(a)+11(a)
(17,007)
Finance costs — lease liabilities
Net finance cost — other
Fuel
Contract work and purchased services
Freight and postal
Legal and professional
Rent and hire
Repairs and maintenance
Travel and accommodation
Utilities
Fair value adjustment on derivative instruments
Impairment of trade receivables — gain/(loss)
Other expenses
Profit/(Loss) before income tax
Income tax (expense)/credit
Profit/(Loss) attributable to equity holders of the parent
OTHER COMPREHENSIVE INCOME (NET OF TAX)
Items that may be reclassified to profit or loss
Adjustment from translation of foreign controlled entities, net of tax
Total comprehensive income attributable to equity holders of the parent
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
The accompanying notes form part of these financial statements
15
4(b)
16
7(a)
5
19
21
21
(4,208)
(6,742)
(5,390)
(13,869)
(1,619)
(928)
(6,367)
(38,502)
(6,585)
(4,217)
1,133
(270)
(3,371)
14,448
(4,447)
10,001
11
11
10,012
CENTS
5.3
5.3
30 JUN 2020
$’000
249,668
2,311
(108,073)
(48,069)
(4,821)
(14,166)
(3,636)
(5,204)
(3,799)
(10,918)
(1,876)
(2,374)
(5,293)
(27,245)
(6,218)
(3,380)
(1,065)
(545)
(5,510)
(213)
196
(17)
126
126
109
CENTS
(0.0)
(0.0)
67
WAGNERS | ANNUAL REPORT 2021 CONSOLIDATED STATEMENT
of financial position
as at 30 June 2021
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative instruments
Current tax assets
Other assets
Total Current Assets
NON-CURRENT ASSETS
Other financial assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Total Non-current Assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liabilities
Derivative instruments
Current tax liabilities
Provisions
Total Current Liabilities
NON-CURRENT LIABILITIES
Borrowings
Lease liabilities
Derivative instruments
Provisions
Total Non-current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Pre IPO distributions to related entities
Reserves
Retained earnings
TOTAL EQUITY
The accompanying notes form part of these financial statements
68
NOTE
6
7
8
16
9
10
11
12
13
14
15
16
17
14
15
16
17
18
19
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
22,240
50,015
24,308
–
–
618
97,181
7
141,508
93,739
2,402
6,945
244,601
341,782
43,077
8,450
6,666
3,849
1,105
9,170
72,317
62,638
93,269
46
559
156,512
228,829
112,953
410,915
(354,613)
386
56,265
112,953
3,436
55,586
21,755
216
2,986
573
84,552
7
143,702
92,489
2,521
6,719
245,438
329,990
33,575
18,715
2,372
3,215
–
6,418
64,295
67,759
93,061
2,029
439
163,288
227,583
102,407
410,915
(354,613)
(159)
46,264
102,407
WAGNERS | ANNUAL REPORT 2021 CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
CONSOLIDATED GROUP
SHARE CAPITAL
$’000
NOTE
PRE IPO
DISTRIBUTIONS TO
RELATED ENTITIES
$’000
RESERVES
$’000
Balance at 1 July 2019
371,334
(354,613)
(397)
Profit for the financial year
Exchange differences from translation of
foreign controlled entities, net of tax
Total comprehensive income
for the financial year
Transactions with owners in their capacity
as owners:
– Recognition of share-based payments
19
– New shares issued (net of share issue costs)
Balance at 30 June 2020
–
–
–
–
39,581
410,915
RETAINED
EARNINGS
$’000
46,281
(17)
–
(17)
TOTAL
$’000
62,605
(17)
126
109
–
–
112
39,581
–
–
–
–
–
–
126
126
112
–
(354,613)
(159)
46,264
102,407
Profit for the financial year
–
–
–
10,001 10,001
Exchange differences from translation of
foreign controlled entities, net of tax
Total comprehensive income
for the financial year
Transactions with owners in their capacity
as owners:
–
– 11
– 11
–
– 11
10,001 10,012
– Recognition of share-based payments
19
–
–
534
–
534
Balance at 30 June 2021
410,915
(354,613) 386
56,265
112,953
The accompanying notes form part of these financial statements
69
WAGNERS | ANNUAL REPORT 2021for the year ended 30 June 2021 CONSOLIDATED STATEMENT
OF CASH FLOWS
CONSOLIDATED GROUP
NOTE
30 JUN 2021
$’000
30 JUN 2020
$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Dividends received
Finance costs
Income tax paid
Net cash provided by operating activities
22(a)
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment
Payments for property, plant and equipment
Payments for acquired businesses
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Proceeds from share issue
Share issue costs
Repayment of lease liabilities
Repayment of borrowings
Net cash (used in)/provided by financing activities
Net increase/(decrease) in cash and cash equivalents
Cash at beginning of financial year
Effect of currency translation on cash and cash equivalents
CASH AT END OF FINANCIAL YEAR
The accompanying notes form part of these financial statements
22(b)
22(b)
22(b)
6
359,676
(295,962)
102
1,005
(11,139)
(582)
53,100
1,230
(15,480)
(2,050)
(16,300)
3,845
–
–
(2,623)
(19,231)
(18,009)
18,791
3,436
13
22,240
260,554
(247,647)
71
967
(5,123)
(7,681)
1,141
900
(30,536)
(2,050)
(31,686)
16,943
40,023
(442)
(1,877)
(26,891)
27,756
(2,789)
6,101
124
3,436
70
WAGNERS | ANNUAL REPORT 2021for the year ended 30 June 2021 1
Statement of Significant Accounting Policies
The consolidated financial statements of Wagners Holding
Company Limited and its subsidiaries (together, the ‘Group’)
for the year ended 30 June 2021 were authorised for
issue in accordance with a resolution of the directors on
24 August 2021.
Wagners Holding Company Limited (the ‘Company’) is
a for-profit company limited by shares incorporated on
2 November 2017 and domiciled in Australia.
The principal activities of the Group during the year consisted
of the production and sale of construction materials and its
new generation building materials, including the provision of
ancillary services.
The principal accounting policies adopted in the preparation
of these consolidated financial statements are set out below.
These policies have been consistently applied to all years
presented, unless otherwise stated.
(a) Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards (AASBs) and the Corporations Act 2001, including
interpretations issued by the Australian Accounting
Standards Board (AASB). The consolidated financial
statements comply with International Financial Reporting
Standards (IFRS) adopted by the International Accounting
Standards Board (IASB).
(i)
Basis of measurement and reporting
convention
Except for cash flow information, the consolidated 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 selected non-current assets,
financial assets and financial liabilities.
(ii)
Critical accounting estimates and
judgements
The preparation of the consolidated financial statements
requires management to make judgements, estimates
and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities,
income and expenses. Estimates assume a reasonable
expectation of future events and are based on current trends
and economic data, obtained both externally and within the
Group. Actual results may differ from these estimates.
Areas where assumptions and estimates are significant to
the financial statements, or involving a higher degree of
judgement due to complexity are as follows:
`
`
`
`
`
The determination of revenue recognition on
contract with customers (Note 3);
The determination of long service leave provision
(Note 17 and Note 1(i));
The determination of depreciation rates on
property, plant and equipment (Note 9 and Note
1(h)); and
The incremental borrowing rate and estimated
exercise of option terms in relation to the
calculations of right-of-use assets (Note 10) &
lease liabilities (Note 15); and
The assessment of any impairment indications and
calculation of CGU’s value in use.
(iii) New and revised accounting standards
adoption
There were no new or revised accounting standards adopted
that had any impact on the group’s accounting policies and
required retrospective adjustments.
(b) Principles of consolidation
Subsidiaries
The consolidated financial statements incorporate all of
the assets, liabilities and results of the Group and all of its
subsidiaries. Subsidiaries are all entities over which the Group
has control. The Group controls an entity when it is exposed
to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through
its power over the entity.
The assets, liabilities and results of all subsidiaries are fully
consolidated into the financial statements of the Group
from the date on which control is obtained by the Group.
The consolidation of a subsidiary is discontinued from
the date that control ceases. Intercompany transactions,
balances and unrealised gains or losses on transactions
between group entities are fully eliminated on consolidation.
Accounting policies of subsidiaries have been changed and
adjustments made where necessary to ensure uniformity of
the accounting policies adopted by the Group.
71
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 1
Statement of Significant Accounting Policies
(Continued)
(c) Revenue recognition
Sale of materials and goods
The Group derives revenue from the sale of cement, flyash,
aggregates, ready-mix concrete, precast concrete products
and reinforcing steel.
Sale of construction and new generation building materials
contains only one performance obligation, with revenue
recognised at the point in time when the material or good is
transferred to the customer.
Provision of services
The Group derives revenue from the provision of services
including project specific mobile and on-site concrete
batching, contract crushing and haulage services.
INFRASTRUCTURE & MINING PROJECT SERVICES
Revenue from infrastructure and mining project services
is recognised when the performance obligation to the
customer has been satisfied, which is generally when the
service is performed on site.
CONSTRUCTION CONTRACTS
For fixed-price construction contracts, mainly concerning
the Group’s New Generation Building Materials division
and the construction of concrete batch plants, revenue is
recognised over time based on the actual service provided
to the end of the reporting period as a proportion of the
total services to be provided. This is measured by reference
to actual labour hours incurred and actual costs incurred,
relative to the total expected inputs to the satisfaction of the
individual performance obligations. Estimates of revenues,
costs or extent of progress toward completion are revised if
circumstances change. Any resulting increases or decreases
in estimated revenues or costs are reflected in profit or loss
in the period in which the circumstances that give rise to the
revision become known by management.
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.
All revenue is stated net of the amount of goods and
services tax.
Contract assets and contract 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 contract
receivables when these have been certified or invoiced to a
customer. Contract liabilities arise where payment is received
prior to work being performed.
(d) Financial instruments
Classification
The group classifies its financial assets in the following
measurement categories:
`
those to be measured subsequently at fair value
(either through Other Comprehensive Income
(OCI), or through profit or loss), and
`
those to be measured at amortised cost.
The classification depends on the group’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 Group 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 Group reclassifies
debt investments when and only when its business model
for managing those assets changes.
Measurement
At initial recognition, the group measures a financial asset
at its fair value plus, in the case of a financial asset not at Fair
Value through Profit or Loss (FVPL), transaction costs that
are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at FVPL are
expensed in profit or loss.
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.
72
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 1
Statement of Significant Accounting Policies
(Continued)
(d) Financial instruments (continued)
Debt instruments
Subsequent measurement of debt instruments depends
on the group’s business model for managing the asset and
the cash flow characteristics of the asset. There are three
measurement categories into which the group classifies its
debt instruments:
` Amortised cost: Assets that are held for collection
of contractual cash flows where those cash
flows represent solely payments of principal and
interest are measured at amortised cost. Interest
income from these financial assets is included in
finance income using the effective interest rate
method. Any gain or loss arising on derecognition
is recognised directly in profit or loss and
presented in other gains/(losses), together with
foreign exchange gains and losses. Impairment
losses are presented as separate line item in the
profit or loss.
`
Fair Value through Profit or Loss (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.
Impairment
The Group’s accounting for impairment losses relating
to financial assets is on a forward looking basis using the
Expected Credit Losses (ECL) approach. For trade receivables
and contract assets, the Group applies the simplified
approach permitted by AASB 9, which requires expected
lifetime losses to be recognised from initial recognition of the
receivables. The Group has established a provision matrix that
is based on the Group’s historical credit losses against the
receivables ageing profile.
Derivatives
The Group uses derivative financial instruments, such as
forward currency contracts and interest rate swaps, to hedge
its foreign currency risks and interest rate risks, respectively.
Such derivative financial instruments are initially recognised
at fair value on the date on which a derivative contract is
entered into and are subsequently remeasured at fair value.
Derivatives are carried as financial assets when the fair value
is positive and as financial liabilities when the fair value
is negative.
(e) Income tax
The income tax expense or benefit for the period is the tax
payable on the current period’s taxable income based on
the applicable income tax rate for each jurisdiction where
the Company’s subsidiaries operate and generate taxable
income, adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences, unused tax
losses and prior period adjustments (where applicable).
Current and deferred tax is recognised in the consolidated
income statement, except to the extent that it relates
to items recognised in other comprehensive income.
In which case, the tax is also recognised in other
comprehensive income.
Deferred tax assets and liabilities are recognised for
temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated
financial statements, at the tax rates expected to apply when
the asset is realised or the liability is settled, 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 other than
a business combination, that at the time of the
transaction affects neither accounting nor taxable
profit or loss; or
` When the taxable temporary differences relate to
interests in subsidiaries, associates or joint ventures, and
the Company is able to control the timing of the reversal
of the temporary differences and it is probable that the
differences will not reverse in the foreseeable future; or
Deferred tax assets relating to temporary differences and
unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against
which the benefits of the deferred tax asset can be utilised.
Deferred tax assets and liabilities are offset when there is
a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the
same taxation authority. Current tax assets and tax liabilities
are offset where the entity has legally enforceable right to
offset and intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
Tax consolidation group
Wagners Holding Company Limited, the ultimate Australian
controlling entity, and its Australian subsidiaries, have
implemented the tax consolidation legislation.
Wagners Holding Company Limited and its subsidiaries in
the tax consolidated Group account for their own current
and deferred tax amounts. These tax amounts are measured
as if each entity in the tax consolidated Group continues to
be a stand-alone taxpayer in its own right. In addition to its
own current and deferred tax amounts, Wagners Holding
Company Limited, the ultimate Australian controlling 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 subsidiaries in the tax
consolidated Group.
73
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 1
Statement of Significant Accounting Policies
(Continued)
(e) Income tax (continued)
Assets or liabilities arising under tax funding arrangements
within the tax consolidated entities are recognised as
amounts receivable from or payable to other entities in the
Group. Under the tax funding arrangement, the members of
the tax consolidated Group compensate Wagners Holding
Company Limited for any current tax payable assumed, and
are compensated by Wagners Holding Company Limited for
any current tax receivable and deferred tax assets relating to
unused tax losses or unused tax credits that are transferred to
Wagners Holding Company Limited.
(f) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit
attributable to the owners of the Company, excluding any
costs of servicing equity other than ordinary shares, by the
weighted average number of ordinary shares outstanding
during the financial period, adjusted for bonus elements in
ordinary shares issued during the financial period.
(ii) 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.
(g) Inventories
Inventories are stated at the lower of cost and net realisable
value. The cost of manufactured products includes direct
costs & direct labour, costs are assigned on the basis of
weighted average costs. Net realisable value is the estimated
selling price in the ordinary course of business less the
estimate costs of completion and the necessary costs to
make the sale.
(h) Intangibles
Licenses and accreditations acquired as part of a prior
business combination are recognised separately from
goodwill. The licenses and accreditations are carried at
their fair value at the date of acquisition less accumulated
amortisation and impairment losses. Amortisation is
calculated based on the timing of projected cash flows of
the contracts over their estimated useful lives, which was
estimated at 23 years.
(i) Property, plant and equipment
All property, plant and equipment 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
(refer to Note 1(j) for details of impairment).
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 Group
includes the cost of materials, direct labour, borrowing
costs and an appropriate proportion of fixed and
variable overheads.
Subsequent costs are included in the asset’s carrying amount
or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with
the item will flow to the Group 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, is depreciated on a straight-line
basis over the asset’s useful life to the Group commencing
from the time the asset is held ready for use. Estimated useful
lives for each class of depreciable asset are as follows:
Land improvements & buildings
Plant and equipment
Motor vehicles
5–30 years
2–30 years
4–15 years
The assets’ residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately
to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing
proceeds with the carrying amount. These gains and losses
are recognised in profit or loss in the period in which
they arise.
74
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 1
Statement of Significant Accounting Policies
(Continued)
(j)
Impairment of non-financial assets
Non-financial assets are tested at the end of each reporting
period for impairment, or more frequently if events or
changes in circumstances indicate that they might be
impaired. An impairment test is carried out on an asset by
comparing the recoverable amount of the asset, being the
higher of the asset’s fair value less costs of disposal 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. For the purposes of
assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash inflows which
are largely independent of the cash inflows from other assets
or groups of assets (cash generating units).
(k) Business combinations and goodwill
Business combinations occur where an acquirer obtains
control over one or more businesses. A business combination
is accounted for by applying the acquisition method, unless
it is a combination involving entities or businesses under
common control. The consideration transferred for the
acquisition of a business comprises of the:
`
`
`
`
`
Fair values of the assets transferred;
Liabilities incurred to the former owners of the
acquired business;
Equity interests issued by the Group;
Fair value of any asset or liability resulting from a
contingent consideration arrangement; and
Fair value of any pre-existing equity interest in the
business.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values at
the acquisition date. Acquisition-related costs are expensed
as incurred.
The excess of the consideration transferred and the fair
value of the net identifiable assets acquired is recorded
as goodwill. If those amounts are less than the fair value
of the net identifiable assets of the business acquired
and the measurement of all amounts has been reviewed,
the difference is recognised directly in profit or loss as a
bargain purchase.
Where settlement of any part of cash consideration is
deferred, the amounts payable in the future are discounted
to their present value as at the date of exchange. The
discount rate used is the entity’s incremental borrowing
rate, being the rate at which a similar borrowing could be
obtained from an independent financier under comparable
terms and conditions.
Contingent consideration is classified either as equity or a
financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair
value recognised in profit or loss.
(l)
Foreign currency transactions and
balances
(i) Functional and presentation currency
The functional currency of each of the Group’s entities is
measured using the currency of the primary economic
environment in which it operates. The consolidated financial
statements are presented in Australian dollars, which
is Wagners Holding Company Limited’s functional and
presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into functional
currency using the exchange rates prevailing at the date
of the transaction. Foreign currency monetary items are
translated at the year-end exchange rate. Non-monetary
items measured at historical cost continue to be carried
at the exchange rate at the date of the transaction. Non-
monetary items measured at fair value are reported at the
exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary
items are recognised in profit or loss. Exchange differences
arising on the translation of non-monetary items are
recognised directly in other comprehensive income to the
extent that the underlying gain or loss is recognised in other
comprehensive income; otherwise the exchange difference
is recognised in profit or loss.
(iii) Group companies
The results and financial position of foreign operations (none
of which has the currency of a hyperinflationary economy),
whose functional currency is different from the presentation
currency are translated into the presentation currency
as follows:
` Assets and liabilities in the statement of financial
position are translated at the closing exchange
rate at the reporting date of the reporting period;
and
`
Income and expenses in the statement of profit or loss
and other comprehensive income are translated at
average exchange rates for the reporting period.
Exchange differences arising on translation of foreign
operations with functional currencies other than Australian
dollars are recognised in other comprehensive income and
included in the foreign currency translation reserve in the
statement of financial position. The cumulative amount of
these differences is reclassified into profit or loss in the period
in which the operation is disposed of.
75
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 1
Statement of Significant Accounting Policies
(Continued)
(m) Employee benefits
(i) 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.
(ii) 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
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 end of the reporting period on corporate bonds with
terms and currencies that match, as closely as possible, the
estimated future cash outflows.
The Group’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 Group does not have an unconditional right to
defer settlement for at least 12 months after the end of the
reporting period, in which case the obligations are presented
as a current provision for employee benefits.
(iii) Retirement benefit obligations
All Australian-resident employees of the Group are entitled
to receive a superannuation guarantee contribution,
currently 9.5% of the employee’s average ordinary salary,
to the employee’s superannuation fund of choice. All
superannuation guarantee contributions are recognised as
an expense when they become payable. All obligations for
unpaid superannuation guarantee contributions at the end
of the reporting period are measured at the (undiscounted)
amounts expected to be paid when the obligation is
settled and are presented as current liabilities in the Group’s
statement of financial position.
Other amounts charged to the financial statements in
this respect represents the contribution made by the
consolidated entity to employee retirement benefit funds in
other jurisdictions.
(iv) Termination benefits
Termination benefits are payable when employment is
terminated by the Group before the normal retirement date,
or when an employee accepts voluntary redundancy in
exchange for these benefits. The Group recognises a liability
and expense for termination benefits at the earlier of: (a) the
date when the Group can no longer withdraw the offer of
those benefits; and (b) when the Group recognises costs for
restructuring pursuant to AASB 137 Provisions, Contingent
Liabilities and Contingent Assets and the costs include
termination benefits. In either case, unless the number of
employees affected is known, the obligation for termination
benefits is measured on the basis of the number of
employees expected to be affected. Termination benefits that
are expected to be settled wholly before 12 months after the
annual reporting period in which the benefits are recognised
are measured at the (undiscounted) amounts expected to be
paid. All other termination benefits are accounted for on the
same basis as other long-term employee benefits.
(v) Short-term incentive scheme
The Group recognises a liability and an expense for bonuses
based on a formula that takes into consideration the
earnings of the Group after certain adjustments, subject to
Board approval.
(n) Provisions
Provisions are recognised when the Group has a legal or
constructive obligation, as a result of past events, for which it
is probable that an outflow of economic benefits will result
and that outflow can be reliably measured.
Provisions are measured using the best estimate of the
amounts required to settle the obligation at the end of the
reporting period.
(o) 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, and bank overdrafts. Bank overdrafts are reported
within borrowings in current liabilities on the statement of
financial position.
(p) 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
76
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 1
Statement of Significant Accounting Policies
(Continued)
(p) Trade and other receivables
(continued)
at fair value. The group holds the trade receivables with the
objective to collect the contractual cash flows where those
cashflows represent solely payments of principal and interest
and therefore measures them subsequently at amortised
cost using the effective interest method.
(q) Trade and other payables
Trade and other payables represent liabilities for goods
and services provided to the Group prior to the end of the
reporting period which are unpaid. Trade and other payables
are presented as current liabilities and are normally paid
within 45 days of recognition, unless payment is not due
within 12 months after the reporting period where they are
recognised as non-current liabilities.
(r) 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
Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period.
Borrowing costs incurred for the construction of any
qualifying assets are capitalised during the period of time
that is required to complete and prepare the asset for its
intended use or sale. Other borrowing costs not previously
mentioned are expensed as incurred.
(s) Contributed equity
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.
(t) Dividends
Provision is made for the amount of any dividend declared,
being appropriately authorised and no longer at the
discretion of the Company, on or before the end of the
reporting period but not distributed at the end of the
reporting period.
(u) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the
amount of GST, except where the amount of GST incurred is
not recoverable from the Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the ATO is included
with other receivables or payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or financing
activities which are recoverable from, or payable to, the ATO
are presented as operating cash flows included in receipts
from customers or payments to suppliers.
(v) Rounding of amounts
The amounts contained in the financial report have been
rounded to the nearest thousand dollars where noted
($’000), or in certain cases the nearest dollar, under the
option available to the Company under ASIC Legislative
(Rounding in Financial/Directors’ Reports) Instrument
2016/191. The Company is an entity to which this legislative
instrument applies.
(w) Parent entity financial information
The financial information for the parent entity, Wagner
Holding Company Limited, has been prepared on the same
basis as the consolidated financial statements. Investments in
subsidiaries are carried at cost.
(x) Leases
As a lessee, the Group recognises right-of-use assets and
lease liabilities for most leases in the Consolidated Statement
of Financial Position, representing its obligation to make
lease payments.
The Group recognises a right-of-use asset and a lease liability
at the lease commencement date. The lease liability is initially
measured at the present value of the lease payments that
are not paid at the commencement date, discounted using
the interest rate implicit in the lease or, if that rate cannot be
readily determined, the Group’s incremental borrowing rate.
Generally, the Group uses its incremental borrowing rate as
the discount rate.
77
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 1
Statement of Significant Accounting Policies
(Continued)
(x) Leases (continued)
The lease liability is subsequently increased by the interest
cost on the lease liability and decreased by lease payments
made. Lease liabilities are remeasured when there is a
change in future lease payments arising from a change in a
rate, or changes in the assessment of whether a purchase or
extension option is reasonably certain to be exercised or a
termination option is reasonably certain not to be exercised.
The right-of-use asset is initially measured at the amount
of lease liability plus any lease payments made before
commencement less any lease incentives received. It also
includes and direct costs and restoration costs. Right-of-
use assets are generally depreciated over the shorter of the
asset’s useful life and the lease term on a straight-line basis. If
the Group is reasonably certain to exercise a purchase option,
the right-of-use asset is depreciated over the underlying
asset’s useful life.
The Group has elected not to recognise right-of-use assets
and lease liabilities for leases with terms less than twelve
months with no renewal options, and for leases of low-value
assets. The Group recognises the lease payments associated
with these leases as an expense on a straight-line basis over
the lease term.
The Group has applied judgement to determine the lease
term for some lease contracts in which it is a lessee that
include renewal options. The assessment of whether the
Group is reasonably certain to exercise such options impacts
the lease term, which significantly affects the amount of
lease liabilities and right-of-use assets recognised.
(y) New accounting standards for
application in future periods
New accounting standards and interpretations have been
issued by the AASB that are not yet mandatory for the
30 June 2021 reporting periods and have not been early
adopted by the Group. The Group has assessed the impact
of these new standards and interpretations and does not
expect that there would be any material impact on the
Group in the current or future reporting periods and on
foreseeable future transactions.
Segment reporting
2
AASB 8 Operating Segments requires the Group to
identify operating segments and disclose segment
information on the basis of internal reports that are
provided to, and reviewed by, the chief operating
decision maker of the Group to allocate resources and
assess performance. In the case of the Group, the chief
operating decision maker is the Board of Directors.
An operating segment is a component of the Group
that engages in business activity from which it may earn
revenues or incur expenditure, including those that
relate with other Group components. Each operating
segment’s results are reviewed regularly by the Board
to make decisions about resources to be allocated to
the segments and assess its performance. The Board
monitors the operations of the Group based on the
following three segments:
` Construction Materials & Services (CMS):
supplies a range of construction materials
and services predominantly to customers in
the construction, infrastructure, and resources
industries. Key products include cement, flyash,
ready-mix concrete, precast concrete products,
aggregates and reinforcing steel. Services
include mobile concrete, crushing and haulage
services, and are typically provided via medium
to long-term contracts both domestically and
internationally.
` Composite Fibre Technology (CFT): provides an
innovative and environmentally sustainable new
generation building material, Composite Fibre
Technology (CFT).
Earth Friendly Concrete® (EFC®): provides an
innovative and environmentally sustainable
new generation building material, Earth Friendly
Concrete® (EFC®) technology.
`
Corporate amounts reflect corporate costs incurred
by the Group, as well as the financing and investment
activities of the Group.
Segment performance is evaluated based on profit
before interest and tax. Inter-segment pricing is
determined on an arm’s length basis and inter-segment
revenue is generated from the sales of materials and
services between operations.
Operating segments have changed due to the increased
investment and focus on our New Generational Building
Materials CFT & EFC®, with the Board monitoring the
performance of these segments now individually (rather
than collectively as prior). Comparative disclosures
have been restated to align with the current reportable
segment presentation.
Allocations of assets and liabilities are not separately
identified in internal reporting so are not disclosed in
this note.
78
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 2
Segment reporting (continued)
Reconciliations of reportable segment revenues & profit or loss
YEAR ENDED 30 JUNE 2021
Segment revenue
Inter-segment elimination
CMS
$’000
289,329
(810)
CFT
$’000
31,443
(5)
Revenue from contracts with customers
288,519
31,438
Other income
Total revenue for the year
1,278
289,797
93
31,531
EFC®
$’000
424
(118)
306
–
306
CORPORATE1
$’000
1,369
(982)
387
1,075
1,462
Profit/(loss) before interest & income tax
33,407
2,683
(1,985)
(8,707)
Finance costs
Interest income
Income tax expense
Profit for the year
YEAR ENDED 30 JUNE 2020
Segment revenue
Inter-segment elimination
CMS
$’000
217,054
(1,218)
CFT
$’000
33,665
(6)
Revenue from contracts with customers
215,836
33,659
Other income
Total revenue for the year
1,678
217,514
(4)
33,655
EFC®
$’000
170
(27)
143
243
386
CORPORATE1
$’000
988
(958)
30
394
424
Profit/(loss) before interest & income tax
18,646
3,460
(1,282)
(12,197)
Finance costs
Interest income
Income tax expense
Profit for the year
TOTAL
$’000
322,565
(1,915)
320,650
2,446
323,096
25,398
(11,052)
102
(4,447)
10,001
TOTAL
$’000
251,877
(2,209)
249,668
2,311
251,979
8,627
(8,911)
71
196
(17)
1
The considerably lower Corporate segment loss in the current financial year was significantly impacted from a positive costs order from the ‘Cement
Supply Agreement’ appeal judgement and accrual reversal of legal fees from the original judgement recognised in the prior financial year. The prior
financial year also had substantial legal costs from the prior mentioned dispute, which are not regular recurring operational costs.
Major customers
The Group has a number of customers to whom it provides both materials and services. The Group supplies three external
customers (2020: two) in the CMS segment who account for 33% of external revenue (2020: 27%).
Geographical information
Refer to note 3(c) for disclosure of geographical information on revenue.
79
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 3
Income
(a) Revenue from contracts with customers
Sale of goods
Sale of services
Total revenue from contracts with customers
CONSOLIDATED GROUP
30 JUN 2021
$’000
209,548
111,102
320,650
30 JUN 2020
$’000
163,899
85,769
249,668
There were no partly satisfied performance obligations at the end of the previous reporting period for which revenue was
recognised in the current period.
(b) Other income
Profit on sale of property, plant and equipment
Dividends received
Rent and hire received
Gain on bargain purchase
Other income
Total other income
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
443
1,005
159
–
839
2,446
321
967
458
355
210
2,311
(c) Disaggregation of revenue
The Group earns revenue from several geographical location, the net revenue presented below is based on the
selling entity.
30 JUNE 2021
30 JUNE 2020
CMS
$’000
CFT
$’000
EFC®
$’000
CORPORATE
$’000
CMS
$’000
CFT
$’000
EFC®
$’000
CORPORATE
$’000
AUSTRALIA1
– Point-in-time
– Over-time
UNITED STATES OF AMERICA
– Over-time
NEW ZEALAND
– Point-in-time
– Over-time
PNG & MALAYSIA
– Point-in-time
Total point-in-time
Total over-time
286,469
1,751
17,616
13,086
306
–
387
–
206,209
9,098
16,986
16,244
143
–
–
–
–
299
206
455
75
–
–
–
–
–
–
–
–
–
–
–
529
240
189
–
–
–
–
286,768
18,071
1,751
13,367
306
–
387
206,738
16,986
–
9,098
16,673
143
–
30
–
–
–
30
–
1
Australia NGBM has also earned export revenue from several geographical locations in 2021, including United Arab Emirates $2,282,000 (2020: $2,148,000).
80
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 Profit or loss items
4
Profit for the following year included the following specific items:
(a) Expenses
Employee benefits expense (i)
Defined contributions plans (ii)
Performance rights expense (iii)
Business combination costs (iv)
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
53,729
4,242
534
–
44,276
3,681
112
216
NOTE
26
(i) Employee benefits has increased in the period. This excludes the Groups defined contributions paid for its employees (ii)
and performance rights (iii).
(ii) Defined contributions plan is the compulsory superannuation payable on employee salaries and wages.
(iii) Performance rights expense is recognised based on probability of vesting conditions being met.
(iv) Costs associated to acquire the Shepton Quarry were recognised in the profit or loss in FY20.
(b) Net finance costs
Interest income
Interest costs and facility fees
Other finance costs/(income)
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
(102)
5,798
1,046
6,742
(71)
5,468
(193)
5,204
81
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 5
Income tax
(a) Income tax expense
The components of income tax expense comprise:
Current tax on profits for the year
Adjustments for current tax of prior periods
Deferred tax expense/(benefit)
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
4,452
221
(226)
4,447
1,165
5
(1,366)
(196)
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit from continuing activities before income tax expense
Prima facie tax payable using Australian tax rate of 30% (2020: 30%)
Adjusted for:
– Foreign tax rate differential
– Current year tax losses and temporary differences not brought to account
– Business combination tax impacts
– Other net non-deductible/(non-assessable) items
– Under/(over) provision from prior years
Income tax expense
(c) Tax amounts recognised directly in equity
The following deferred tax amounts were (charged)/credited directly to equity during
the year in respect of:
Net exchange difference taken to equity
Listing costs attributed to share capital
Recognised in comprehensive income
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
14,448
4,334
62
330
–
(278)
(1)
4,447
(213)
(64)
43
78
(43)
(122)
(88)
(196)
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
–
–
–
–
189
189
82
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 6
Cash and cash equivalents
Cash on hand
Cash at bank
7
Trade and other receivables
CURRENT
Trade receivables
Provision for expected credit loss of trade receivables
Contract assets (i)
Other receivables
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
8
22,232
22,240
6
3,430
3,436
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
49,985
(759)
49,226
767
22
50,015
48,050
(844)
47,206
1,110
7,270
55,586
(i)
Contract assets has decreased due to the Group’s recognition of revenue over time under AASB 15 Revenue from
contracts with customers and the completion of those contracts in the financial year ended 30 June 2021.
(a) Provision for expected credit losses of trade receivables
Movement in the allowance for expected credit losses of trade receivables is as follows:
Balance at beginning of period
– Impairment expense/(credit) recognised during the year
– Receivables (written off )/recouped during the year as uncollectable
Balance at end of period
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
844
270
(355)
759
299
545
–
844
83
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021
7
Trade and other receivables (continued)
(b) Ageing of trade receivables and contract assets
Due to the short-term nature of current receivables, their carrying amount is assumed to approximate their fair value.
The Group has considered the collectability and recoverability of trade receivables and contract assets. An allowance for
expected credit loss is recognised for the specific irrecoverable trade receivable amounts. The ageing of trade receivables
are outlined for the current and prior financial periods as follows:
TRADE RECEIVABLE AGEING AS AT 30 JUNE 2021
Current
1 to 30
31 to 60
61 to 90
90+
Contract assets
Balance at end of period
TRADE RECEIVABLE AGEING AS AT 30 JUNE 2020
Current
1 to 30
31 to 60
61 to 90
90+
Contract assets
Balance at end of period
CONSOLIDATED GROUP
EXPECTED
LOSS RATE
GROSS TRADE RECEIVABLE
AND CONTRACT ASSET
$’000
LOSS ALLOWANCE
$’000
0.5%
1.0%
5.0%
20.0%
50.0%
0%
0.5%
1.0%
5.0%
20.0%
50.0%
0 %
41,605
5,632
1,283
922
543
767
50,752
42,734
3,458
530
314
1,014
1,110
49,160
183
56
64
184
272
–
759
214
35
26
62
507
–
844
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables and contract assets.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit
risk characteristics and the days past due. The contract assets relate to the Group’s right to consideration for performance
complete to date before payment is due and have substantially the same risk characteristics as the trade receivables for
the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a
reasonable approximation of the loss rates for the contract assets.
84
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 7
Trade and other receivables (continued)
(b) Ageing of trade receivables and contract assets (continued)
The expected loss rates are based on the payment profiles of sales over the last 3 years. The historical loss rates are adjusted
to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to
settle the receivables. The Group has identified the GDP, country specific unemployment rates and the outlook for customer
industries as the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in
these factors.
While the COVID-19 situation remains fluid and has seen a number of industries severely economically impacted, the Group
has not adjusted its expected loss rate in the financial year ended 30 June 2021 due to it seeing no current trend with its
customers extending outside payment terms. In addition, the Group foresees significant Government backed spending in
the construction and infrastructure sectors in the coming financial periods.
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. Indicators that
there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment
plan with the Group, and a failure to make contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment losses. Subsequent recoveries
of amounts previously written off are credited against the same line item.
8
Inventories
AT COST
Raw materials and stores
Work in progress
Finished goods
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
11,894
747
11,667
24,308
19,725
940
1,090
21,755
The Group recognised $104,494,000 of inventory through profit or loss for the financial year ending 30 June 2021
(2020: $77,365,000).
85
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 9
Property, plant & equipment
LAND IMPROVEMENTS & BUILDINGS
Land improvements & buildings — at cost
Less accumulated depreciation
PLANT & EQUIPMENT
Plant & equipment — at cost
Less accumulated depreciation
MOTOR VEHICLES
Motor vehicles — at cost
Less accumulated depreciation
ASSETS UNDER CONSTRUCTION — AT COST
Total property, plant & equipment
(a) Movements in carrying amounts
FINANCIAL YEAR ENDED 30 JUNE 2021
$’000
Opening net book value
Additions
Transfers
Exchange differences
Depreciation
Disposals
Closing net book value
FINANCIAL YEAR ENDED 30 JUNE 2020
$’000
Opening net book value
Additions
Transfers from under construction
Business combination assets
Depreciation
Disposals
Closing net book value
LAND
IMPROVEMENTS &
BUILDINGS
14,708
2,508
–
–
(707)
–
16,509
14,776
406
42
155
(671)
–
14,708
PLANT &
EQUIPMENT
87,172
3,588
(116)
8
(9,177)
(331)
81,144
76,543
13,935
850
4,052
(7,784)
(424)
87,172
MOTOR
VEHICLES
30,976
1,968
116
–
(7,005)
(462)
25,593
26,289
10,369
–
67
(5,594)
(155)
30,976
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
22,231
(5,722)
16,509
159,203
(78,059)
81,144
50,422
(24,829)
25,593
18,262
141,508
ASSETS UNDER
CONSTRUCTION
10,846
7,416
–
–
–
–
19,722
(5,014)
14,708
155,570
(68,398)
87,172
52,272
(21,296)
30,976
10,846
143,702
TOTAL
143,702
15,480
–
8
(16,889)
(793)
18,262
141,508
5,912
5,826
(892)
–
–
–
123,520
30,536
–
4,274
(14,049)
(579)
10,846
143,702
As at 30 June 2021 the value of the Group’s assets pledged as security was $22,521,000 (2020: $31,083,000).
86
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 10 Right-of-use assets
Land & buildings
Less accumulated depreciation
Total right-of-use assets
(a) Movements in carrying amounts
FINANCIAL YEAR ENDED 30 JUNE 2021
$’000
Opening net book value 1 July 2020
Additions
Modifications
Depreciation to profit or loss
Closing net book value
FINANCIAL YEAR ENDED 30 JUNE 2020
$’000
Opening net book value 1 July 2019
Recognition on initial application
Additions
Depreciation to profit or loss
Closing net book value
11
Intangible assets
LICENSES
Licenses — at cost
Less accumulated amortisation
Total intangible assets
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
104,315
(10,576)
93,739
97,310
(4,821)
92,489
LAND & BUILDINGS
TOTAL
92,489
4,719
2,406
(5,875)
93,739
LAND & BUILDINGS
–
76,484
20,826
(4,821)
92,489
92,489
4,719
2,406
(5,875)
93,739
TOTAL
–
76,484
20,826
(4,821)
92,489
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
2,740
(338)
2,402
2,402
2,740
(219)
2,521
2,521
87
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 11
Intangible assets (continued)
(a) Movements in carrying amounts
FINANCIAL YEAR ENDED 30 JUNE 2021
$’000
Opening net book value
Amortisation
Closing net book value
FINANCIAL YEAR ENDED 30 JUNE 2020
$’000
Opening net book value
Amortisation
Closing net book value
12 Deferred tax assets and liabilities
(a) Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
LICENSES
2,521
(119)
2,402
LICENSES
2,638
(117)
2,521
TOTAL
2,521
(119)
2,402
TOTAL
2,638
(117)
2,521
$’000
Inventories
Property, plant & equipment
Expected credit loss
Employee benefits
Derivative financial instruments
Provisions
Leases
Contract liabilities
Contract assets
Other items
Deferred tax assets/(liabilities)
Set off deferred taxes
Net deferred tax assets
NET ASSETS
LIABILITIES
NET ASSETS/(LIABILITIES)
30 JUN
2021
98
–
227
2,444
1,169
799
30 JUN
2020
38
1,123
253
1,978
1,573
65
30 JUN
2021
(216)
(554)
–
–
(183)
–
30 JUN
2020
(233)
–
–
–
(427)
–
29,981
28,630
(28,122)
(27,747)
839
–
879
36,436
(29,491)
6,945
500
–
1,496
35,656
(28,937)
6,719
–
(230)
(186)
(29,491)
29,491
–
–
(297)
(233)
(28,937)
28,937
–
30 JUN
2021
(118)
(554)
227
2,444
986
799
1,859
839
(230)
693
6,945
–
6,945
30 JUN
2020
(195)
1,123
253
1,978
1,146
65
883
500
(297)
1,263
6,719
–
6,719
88
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 12 Deferred tax assets and liabilities (continued)
(b) Movement in temporary difference during the year
The movement in deferred tax balances for the Group are shown in the tables below:
YEAR ENDED 30 JUNE 2021
$’000
Inventories
Property, plant & equipment
Expected credit loss
Employee benefits
Derivative financial instruments
Provisions
Leases
Contract liabilities
Contract assets
Other items
Net deferred tax assets
YEAR ENDED 30 JUNE 2020
$’000
Inventories
Property, plant & equipment
Expected credit loss
Employee benefits
Derivative financial instruments
Provisions
Leases
Contract liabilities
Contract assets
Other items
Net deferred tax assets
OPENING
BALANCE
CHARGED
TO INCOME
CHARGED
TO EQUITY
EXCHANGE
DIFFERENCES
CLOSING
BALANCE
(195)
1,123
253
1,978
1,146
77
(1,677)
(26)
466
(160)
65
734
883
976
500
(297)
1,263
6,719
339
67
(570)
226
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(118)
(554)
227
2,444
986
799
1,859
839
(230)
693
6,945
OPENING
BALANCE
CHARGED
TO INCOME
CHARGED
TO EQUITY
EXCHANGE
DIFFERENCES
CLOSING
BALANCE
(340)
1,593
89
1,747
647
121
–
–
–
1,685
5,542
145
(470)
164
231
499
(56)
883
500
(297)
(233)
1,366
–
–
–
–
–
–
–
–
–
(189)
(189)
–
–
–
–
–
–
–
–
–
–
–
(195)
1,123
253
1,978
1,146
65
883
500
(297)
1,263
6,719
89
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 13 Trade and other payables
Trade payables
Contract liabilities1
Sundry payables and accrued expenses2
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
17,298
3,076
22,703
43,077
10,797
1,665
21,113
33,575
The carrying amounts of trade and other payable are presumed to be at their fair values due to their short-term nature.
1
Contract liabilities have increased due to the CFT and Precast Concrete divisions receiving advanced payments as part of a number of secured
contracts, totaling $1,413,000 and $713,000 respectively. Revenue of $1,665,000 was recognised during the year that was in contract liabilities at the
beginning of the period (2020: $nil)
2 The Groups sundry payables and accrued expenses can be broken up into the following overarching categories:
Accrued expenses
Goods Received Not Invoiced payables
GST/VAT payables
Payroll accruals and payables3
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
6,144
10,013
343
6,203
22,703
8,060
5,822
2,935
4,296
21,113
3
As part of COVID-19 support the QLD Office of State Revenue granted payment deferral for a number of monthly payroll tax liabilities, allowing full
payment of liabilities upon submission of Annual Payroll Tax Return.
90
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 14 Borrowings
CURRENT
Secured liabilities
Finance facility
Chattel mortgages
NON-CURRENT
Secured liabilities
Finance facility
Chattel mortgages
TOTAL CURRENT AND NON-CURRENT SECURED LIABILITIES:
Finance facility1
Chattel mortgages2
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
–
8,450
8,450
56,500
6,138
62,638
56,500
14,588
71,088
7,050
11,665
18,715
56,500
11,259
67,759
63,550
22,924
86,474
1
On 28 June 2021, the Group secured an extension with its current banks NAB & HSBC to its existing finance facilities, with an expiry date of
1 July 2024.
The products within the finance facility bear interest at the Bank Bill Swap Rate plus a predetermined margin. Rates vary across the two club banks
who cover the Groups finance facilities, and are affected by a number of factors including prior covenant ratios, date range within the facility
agreements and the sub-facility being utilised.
As part of the extended facility agreement the Group must adhere to three covenants, a fixed charge cover ratio, debt to EBITDA ratio and a
capitalisation ratio covenant. All covenants have been complied with during the financial years ended 30 June 2021 & 30 June 2020.
A general security interest has been granted to NAB as security trustee, over all of the assets and undertakings of the Company. In addition,
mortgages have been granted over each of the real property leases.
2
The Group enters into agreements to fund certain plant and equipment purchases; these are assessed on a case by case basis. The underlying plant
and equipment is held as security over each Chattel mortgage until repayments are made in full.
91
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021
CONSOLIDATED GROUP
NOTE
30 JUN 2021
$’000
30 JUN 2020
$’000
6,666
2,372
93,269
99,935
93,061
95,433
TOTAL
95,433
4,719
2,406
4,208
(6,831)
99,935
TOTAL
76,484
20,826
3,636
(5,513)
95,433
15 Lease liabilities
CURRENT
Lease liabilities
NON-CURRENT
Lease liabilities
Total current and non-current lease liabilities
22(b)
(a) Movements in carrying amounts
FINANCIAL YEAR ENDED 30 JUNE 2021
$’000
Opening net book value 1 July 2020
Additions
Modifications
Interest expense
Lease repayments
Closing net book value
FINANCIAL YEAR ENDED 30 JUNE 2020
$’000
Opening net book value 1 July 2019
Additions
Interest expense
Lease repayments
Closing net book value
92
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 15 Lease liabilities (continued)
(b) Amounts recognised in profit or loss
Interest expense on lease liabilities
Rent & hire expense — low value assets
Rent & hire expense — short-term
Total
(c) Extension options
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
4,208
407
4,834
9,449
3,636
7
4,543
8,186
Extension options are included in a number of premises leases across the Group, these are used to maximise operational
flexibility in terms of managing assets in the Group’s operations. In determining the lease term, the Group considers all facts
and circumstances available at the time. Extension options are only included in the lease term if the lease is reasonably
certain to be extended.
The majority of the Group’s premises leases still have a considerable number of years left until expiry, as such no extension
options on premises leases have been included in the calculation of lease liabilities.
16 Derivative instruments
ASSETS
Foreign exchange forward contracts
LIABILITIES
Foreign exchange forward contracts
Interest rate swap contracts
Total derivative assets/(liabilities)
23
Total movement in Derivatives recognised
through Profit or Loss
30 JUNE 2021
30 JUNE 2020
NOTE
CURRENT
$'000
NON-CURRENT
$'000
CURRENT
$'000
NON-CURRENT
$'000
–
(1,612)
(2,237)
(3,849)
(3,849)
1,133
–
–
(46)
(46)
(46)
216
(1,266)
(1,949)
(3,215)
(2,999)
(1,065)
–
–
(2,029)
(2,029)
(2,029)
93
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 17 Provisions
(a) Provision balances
CURRENT
Employee benefits (i)
Other (ii)
NON-CURRENT
Employee benefits (i)
Total Provision
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
6,501
2,669
9,170
559
9,729
5,271
1,147
6,418
439
6,857
(i) Provision for employee benefits represents amounts accrued for annual leave and long service leave.
The current portion for this provision includes the total amount accrued for annual leave entitlements and the amounts
accrued for long service leave entitlements that have vested due to employees having completed the required period of
service. Based on past experience, the Group does not expect the full amount of annual leave or long service leave balances
classified as current liabilities to be settled within the next 12 months. However, these amounts must be classified as current
liabilities since the Group does not have an unconditional right to defer the settlement of these amounts in the event
employees wish to use their leave entitlement.
The non-current portion for this provision includes amounts accrued for long service leave entitlements that have not yet
vested in relation to those employees who have not yet completed the required period of service.
In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave
being taken is based on historical data and the expected future payments are discounted using market yields at the end
of the reporting period of corporate bonds with terms and conditions which match, as closely as possible, the estimated
future cash outflows. The measurement and recognition criteria relating to employee benefits have been discussed in Note 1(m).
(ii) Other provisions is made up of various cost provisions to allow for repairs & maintenance on plant and machinery and
the provision of engineering services.
(b) Movements in provisions
YEAR ENDED 30 JUNE 2021
$’000
Opening balance
Charged to profit or loss
Amounts used during the period
Closing balance
YEAR ENDED 30 JUNE 2020
$’000
Opening balance
Charged to profit or loss
Amounts used during the period
Closing balance
94
EMPLOYEE BENEFITS
5,710
4,621
(3,271)
7,060
OTHER
1,147
1,522
–
2,669
EMPLOYEE BENEFITS
OTHER
4,970
4,017
(3,277)
5,710
548
599
–
1,147
TOTAL
6,857
6,143
(3,271)
9,729
TOTAL
5,518
4,616
(3,277)
6,857
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 18
Issued capital
(a) Share capital
Ordinary shares
187,196,887
187,196,887
410,915
410,915
30 JUN 2021
SHARES
30 JUN 2020
SHARES
30 JUN 2021
$’000
30 JUN 2020
$’000
(b) Movement in share capital
DATE
DETAILS
1 July 2019
Opening balance
22 November 2019
Shares issued — renounceable entitlement offer (i)
22 November 2019
Renounceable entitlement offer costs — net of tax
30 June 2020
Closing balance
30 June 2021
Closing balance
NO. OF SHARES
$’000
161,375,590
25,821,297
–
371,334
40,023
(442)
187,196,887
410,915
187,196,887
410,915
(i)
On 29 October 2019 the Company issued a notice for a fully underwritten renounceable entitlement offer to its
shareholders entitling them to subscribe for 1 new ordinary share for every 6.25 existing ordinary shares held, at a
price of $1.55. As the entitlement offer was fully underwritten, all 25,821,297 ordinary shares available as part of the
entitlement offer were issued on 22 November 2019.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
(c) Other securities issued
As part of the previously disclosed Long Term Incentive Plan (Omnibus Incentive Plan) for Company employees, the
Company issued 1,216,458 performance rights on 19 November 2020 (2020: 657,095) with more information to be found in
Note 26.
(d) Pre IPO distributions of equity
Prior to listing on the ASX, transactions with other entities within the previous consolidated Group were recognised as a
distribution of equity to related parties.
(e) Capital risk management
The Board’s policy is to maintain a strong capital base as to maintain investor, creditor and market confidence and to sustain
future development of the business. Capital consists of ordinary shares and retained earnings of the Group. The Board of
Directors monitors the return on capital as well as considers the potential of future dividends to ordinary shareholders. The
Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and
the advantages and security afforded by a sound capital position.
95
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 19 Reserves
Share based payment reserve
Foreign exchange reserve
(a) Movement in each class of reserve
SHARE BASED PAYMENT RESERVE
Opening balance
Share based payments fair value recognised in profit or loss
Closing balance
FOREIGN EXCHANGE RESERVE
Opening balance
Exchange differences on translation of foreign operations, net of tax
Closing balance
(b) Details of reserves
(i) Share based payment reserve
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
646
(260)
386
112
(271)
(159)
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
112
534
646
(271)
11
(260)
–
112
112
(397)
126
(271)
The share-based payment reserve arises on the grant of performance rights to executives under the Long Term Incentive
Plan (LTI). Further information about LTI is made in note 26 to the financial statements. The Group settled the Wagner
Limited Employee Share Trust to manage the share option plan.
(ii) Foreign exchange reserve
The foreign currency translation reserve records exchange differences arising on the translation of foreign controlled
subsidiaries, as described in note 1(l).
96
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 20 Dividends
(a) Dividends paid
There were no dividends paid in both the current and prior financial years ended 30 June 2021 & 30 June 2020 respectively.
(b) Dividends proposed
There are no dividends proposed to be paid as at the date of this report.
(c) Franking credits
The franking account balance available to the shareholders of the Company at year-end is $11,328,000 (2020: $10,750,000).
This balance includes adjustments made for franking credits arising from the payment of estimated provision for 2021
income tax.
21 Earnings per share
EARNINGS USED IN CALCULATING EARNINGS PER SHARE
30 JUN 2021
$’000
30 JUN 2020
$’000
Profit attributable to the ordinary equity holders of the Company
10,001
(17)
WEIGHTED AVERAGE NUMBER OF SHARES USED AS DENOMINATOR
30 JUN 2021
NO. ’000
30 JUN 2020
NO. ’000
Weighted average number of ordinary shares used in calculating basic earnings per share
187,196,887
176,967,138
Adjustment for calculation of diluted EPS:
– Performance rights on issue
Weighted average number of ordinary and potential ordinary shares used in
calculating diluted earnings per share
BASIC & DILUTED EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
1,873,553
657,095
189,070,440
177,624,233
30 JUN 2021
CENTS
30 JUN 2020
CENTS
5.3
5.3
(0.0)
(0.0)
97
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 22 Cash flow information
(a) Reconciliation of cash flow from operation with profit/(loss) after income tax
Profit/(loss) after income tax
NON-CASH FLOWS IN PROFIT
– Depreciation of property, plant & equipment
– Depreciation of right-of-use assets
– Amortisation of intangible assets
– Fair value adjustment on derivative instruments
– Net (gain)/loss on disposal of non-current assets
– Performance rights expense
– Gain on bargain purchase
CHANGES IN OPERATING ASSETS AND LIABILITIES
– (Increase)/decrease in trade and other receivables
– (Increase)/decrease in other assets
– (Increase)/decrease in inventories
– Increase/(decrease) in trade and other payables
– Increase/(decrease) in income taxes payable
– Increase/(decrease) in deferred taxes payables
– Increase/(decrease) in provisions
Net cash provided by operating activities
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
10,001
(17)
16,888
5,875
119
(1,133)
(443)
534
–
5,568
(45)
(2,553)
11,551
4,091
(226)
2,873
53,100
14,049
4,821
117
1,066
(321)
112
(355)
(12,924)
(94)
(2,083)
3,310
(6,700)
(1,177)
1,337
1,141
98
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 22 Cash flow information (continued)
(b) Reconciliation of financial liabilities to cash flows from financing activities
YEAR ENDED 30 JUNE 2021
$’000
Opening balance
Cash inflows
Cash outflows
Non-cash flows in financial liabilities
Fair value change in derivatives
Lease liability changes
Closing balance
YEAR ENDED 30 JUNE 2020
$’000
Opening balance
Cash inflows
Cash outflows
Non-cash flows in financial liabilities
Fair value change in derivatives
Lease liability changes
Closing balance
LEASE LIABILITIES
HIRE PURCHASE
& CHATTEL
MORTGAGES
FINANCE FACILITY
DERIVATIVES
HELD TO HEDGE
BORROWINGS
95,433
–
22,924
3,845
(2,623)
(12,181)
–
7,125
99,935
–
–
63,550
–
(7,050)
–
–
5,244
–
–
(1,349)
–
14,588
56,500
3,895
174,918
LEASE LIABILITIES
HIRE PURCHASE
& CHATTEL
MORTGAGES
FINANCE FACILITY
DERIVATIVES
HELD TO HEDGE
BORROWINGS
–
–
16,422
16,943
80,000
–
(1,877)
(10,441)
(16,450)
–
–
–
–
97,310
95,433
4,330
–
–
914
–
TOTAL
187,151
3,845
(21,854)
(1,349)
7,125
TOTAL
100,752
16,943
(28,768)
914
97,310
22,924
63,550
5,244
187,151
99
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 23 Fair value measurements
The Group measures and recognises certain financial assets and liabilities at fair value on a recurring basis after initial
recognition, currently being only derivative financial instruments. The Group subsequently does not measure any other
assets or liabilities at fair value on a non-recurring basis.
(a) Fair value hierarchy
AASB 13: Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which
categorises fair value measurements into one of three possible levels as follows:
`
`
`
Level 1: measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that
the entity can access at the measurement date.
Level 2: measurements based on inputs, other than quoted prices in active markets (Level 1), which are observable
for the asset or liability, either directly or indirectly. If all significant inputs required to measure fair value are
observable, the asset or liability is included in Level 2.
Level 3: measurements based on inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
(b) Estimation of fair values
The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available
to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the
asset or liability being measured. The valuation techniques selected by the Group is the income approach:
Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single
discounted present value.
Fair value techniques and inputs are summarised as follows:
DESCRIPTION
FAIR VALUE HIERARCHY
Derivative
instruments
Level 2
NOTE
16
VALUATION TECHNIQUE & INPUTS
The fair value of forward foreign exchange contracts is determined using the
present value of future cash flows based on the forward exchange rates at the end
of the reporting period. The fair value of interest rate swaps is determined using the
present value of the estimated future cash flows based on observable yield curves.
(c) Recurring fair value measurements
AS AT 30 JUNE 2021
Interest rate swap contracts
Foreign exchange forward contracts
AS AT 30 JUNE 2020
Interest rate swap contracts
Foreign exchange forward contracts
NOTE
16
16
16
16
LEVEL1
$’000
–
–
–
–
–
–
LEVEL 2
$’000
(2,283)
(1,612)
(3,895)
(3,978)
(1,050)
(5,028)
LEVEL 3
$’000
–
–
–
–
–
–
TOTAL
$’000
(2,283)
(1,612)
(3,895)
(3,978)
(1,050)
(5,028)
There were no transfers between fair value hierarchies during the current and previous financial years.
100
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 24 Financial risk management
The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk consisting of interest
rate risk, foreign currency risk and other price risk (commodity and equity price risk). The Group’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 Group. The Group uses different methods to measure different types of risk to which it
is exposed.
Risk management is carried out by a central finance department. Finance identifies, evaluates and hedges financial risks
in close co-operation with the Group’s operating units. Finance provides overall risk management, covering specific areas,
such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative
financial instruments in accordance with the Group’s facilities agreement and company policies.
The Group uses derivative financial instruments such as foreign exchange forward contracts and interest rate swaps
to hedge certain risk exposures. Derivatives are exclusively used for economic hedging purposes and not as trading or
speculative instruments. These derivatives are not designated hedges and the Group has therefore not applied hedge
accounting. The Group 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, and aging analysis for
credit risk.
(a) Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract
obligations that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures such as the utilisation of systems for the approval, granting
and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of
significant customers and counterparties; ensuring to the extent possible that customers and counterparties to transactions
are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment.
Where the Group is unable to ascertain a satisfactory credit risk profile in relation to a customer or counterparty, these
customers may be required to pay upfront, or the risk may be further managed through obtaining security by way of
personal or commercial guarantees over assets of sufficient value which can be claimed against in the event of any default.
Credit risk exposures
The maximum exposure to credit risk at the end of the reporting period is equivalent to the carrying amount of trade
receivables and cash and cash equivalents. The Group does not consider there to be any significant concentration of
credit risk with any single/or group of customers. The Group derives revenue from three key customers (2020: two), which
accounted for 33% of revenue for the financial year ended 30 June 2021 (2020: 27%). Trade and other receivables that
are neither past due nor impaired are considered to be of high credit quality, aggregates of such amounts are detailed in
note 7.
101
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 24 Financial risk management (continued)
(b) Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting
its obligations related to financial liabilities. The Group manages this risk through the following mechanisms:
` preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;
` monitoring undrawn credit facilities;
` obtaining funding from a variety of sources;
` maintaining a reputable credit profile;
` managing credit risk related to financial assets;
` only investing surplus cash with major financial institutions; and
`
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
The table below reflects an undiscounted contractual maturity analysis for financial liabilities. Bank overdrafts have been
deducted in the analysis as management does not consider there is any material risk of termination of such facilities.
Financial guarantee liabilities are treated as payable on demand since the Group has no control over the timing of any
potential settlement of the liabilities. The table include both interest and principal cash flows and therefore the total may
different from their carrying amount in the statement of financial position.
WITHIN 1 YEAR
$’000
1 TO 5 YEARS
$’000
OVER 5 YEARS
$’000
43,077
3,849
8,450
–
6,791
62,167
–
46
6,138
56,500
23,025
85,709
33,575
3,215
12,235
7,050
6,458
–
2,029
11,606
56,500
22,040
62,533
92,175
149,903
149,903
179,719
297,779
TOTAL
$’000
43,077
3,895
14,588
56,500
TOTAL
$’000
33,575
5,244
23,841
63,550
–
–
–
–
–
–
–
–
149,683
149,683
178,181
304,391
WITHIN 1 YEAR
$’000
1 TO 5 YEARS
$’000
OVER 5 YEARS
$’000
AS AT 30 JUNE 2021
Trade and other payables
Derivative financial liabilities
Chattel mortgages
Finance facility
Lease liabilities
AS AT 30 JUNE 2020
Trade and other payables
Derivative financial liabilities
Chattel mortgages
Finance facility
Lease liabilities
102
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 24 Financial risk management (continued)
(b) Liquidity risk (continued)
At the end of each reporting period the Group had access to the following undrawn borrowing facilities:
AS AT 30 JUNE 2021
AS AT 30 JUNE 2020
DRAWN
$’000
–
56,500
56,500
AVAILABLE
$’000
–
44,500
44,500
DRAWN
$’000
–
63,550
63,550
AVAILABLE
$’000
–
45,950
45,950
Expiring within one year
Expiring beyond one year
(c) Market risk
(i)
Interest rate risk
The Group’s main exposure to interest rate risk is long-term borrowings. Borrowings issued at variable rates, expose the
Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk if the
borrowings are carried at fair value.
Interest rate risk is managed using a mix of fixed and floating rate debt and the Group enters into interest rate swaps to
convert the majority of debt to fixed rate. At 30 June 2021 88.5% (2020: 78.7%) of Group debt is at a fixed rate. It is the policy
of the Group going forward to keep between 50% and 100% of debt on fixed interest rates.
INTEREST RATE SWAPS
The Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Under these swaps, the
Group agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating
rate interest amounts calculated by reference to the agreed notional principal amounts.
The notional principal amounts of the swap contracts approximate the Group’s borrowing facilities, as described above. The
net interest payment, or receipt settlements of the swap contracts occur every 30 to 90 days and correspond with interest
payment dates on the borrowings.
103
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 24 Financial risk management (continued)
(c) Market risk (continued)
(i)
Interest rate risk (continued)
At the end of the reporting period, the Group had the following outstanding interest rate swap contracts:
Interest rate swaps
SENSITIVITY ANALYSIS
NOTIONAL PRINCIPAL AMOUNT
30 JUN 2021
$’000
30 JUN 2020
$’000
INTEREST RATES
50,000
50,000
3.78%
The following table illustrates sensitivities to the Group’s exposures to changes in interest rates. Profit or loss is sensitive
to the change in interest rates from higher/lower interest income from cash and cash equivalents, and also the increase/
decrease in fair value of derivative instruments as they are measured at fair value through profit or loss, per note 1(j).
+100bp variability in interest rate
-100bp variability in interest rate
(ii) Foreign exchange risk
IMPACT ON POST TAX PROFIT
30 JUN 2021
$’000
30 JUN 2020
$’000
364
(364)
239
(239)
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures.
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales &
purchases are denominated and the respective functional currencies of Group companies. The functional currencies of
Group companies is primarily the Australian dollar (AUD), with currently minor subsidiaries operating in United States
dollars (USD) & Malaysian ringgit (RM).
FOREIGN EXCHANGE FORWARD CONTRACTS
At any point in time, the Group hedges 60% to 100% of its estimated foreign currency exposure in respect of forecast
purchases in US Dollars (USD), being the main exposure, over the following 12 months. The Group uses forward exchange
contracts to hedge its currency risk. These contracts commit the Group to buy and sell specified amounts of foreign
currencies in the future at specified exchange rates, most have a maturity of less than 1 year from the reporting date. The
Group’s current foreign subsidiaries operations is collectively immaterial, and so the Group does not hedge against these
foreign currency exposures.
104
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 24 Financial risk management (continued)
(c) Market risk (continued)
(ii) Foreign exchange risk (continued)
The following table summarises the notional amounts of the Group’s commitments in relation to foreign exchange
forward contracts.
BUY USD/SELL AUD
Settlement within six months
Settlement between six and twelve months
SELL USD/SELL AUD
Settlement within six months
Settlement between six and twelve months
NOTIONAL AMOUNT
AVERAGE EXCHANGE RATES
30 JUN 2021
$
30 JUN 2020
$
30 JUN 2021
$
30 JUN 2020
$
21,220
3,750
24,970
3,000
3,000
6,000
0.7299
0.7801
0.7370
0.7016
0.7050
0.7033
NOTIONAL AMOUNT
AVERAGE EXCHANGE RATES
30 JUN 2021
$
30 JUN 2020
$
30 JUN 2021
$
30 JUN 2020
$
12,750
3,000
15,750
–
–
–
0.7505
0.7379
0.7481
–
–
–
SENSITIVITY ANALYSIS
The following table illustrates sensitivities to the Group’s exposures to changes in foreign exchange rates. Profit or loss is
sensitive to the change in foreign exchange rates from purchases, and also the change in fair value of derivative instruments
as they are measured at fair value through profit or loss, per note 1(j).
+10% AUD/USD exchange rate
-10% AUD/USD exchange rate
(iii) Other price risk
IMPACT ON POST TAX PROFIT
30 JUN 2021
$’000
30 JUN 2020
$’000
1,186
(1,313)
684
(684)
Other price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices largely due to demand and supply factors (other than those arising from interest rate risk or
currency risk) for commodities.
The Group’s exposure to commodity price risk arises from commercial transactions required for the operations of the
business. To manage its commodity price risk the Group enters into fixed price contracts with its main suppliers for raw
materials in its cement business. There are no derivative asset or liabilities in relation to commodity prices at year end, and
so any commodity price movement would not impact reported profit for the year ended 30 June 2021.
105
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 25 Related party transactions
(a) Parent entity
Wagners Holding Company Limited is the Group’s ultimate parent entity.
(b) Controlled entities
Interests in controlled entities are set out in Note 27.
(c) Key management personnel
Compensation of key management personnel during the years was as follows:
Short-term employee benefits
Post-employment benefits
Long-term employee benefits
Termination benefits
Share based payments
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
1,608,636
1,354,749
50,000
12,728
–
160,063
49,452
11,692
–
37,738
1,831,427
1,453,631
Further disclosures relating to key management personnel compensation are set out in the Remuneration report, that can
be found on pages 54 to 65 of the Directors’ Report.
No loans have been provided to key management personnel by the Group throughout the financial year.
106
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 25 Related party transactions (continued)
(d) Transactions with other related parties
Directors and related parties
All transactions between the Group and any Director and their related parties are conducted on the basis of normal
commercial trading terms and conditions as agreed upon between the parties as per normal arm’s length business
transactions. Such transactions and amounts owed or owing with Director and their related parties are detailed as follows:
DESCRIPTION
Sale of materials and services1
On charge of costs processed by the Group
Indemnity of losses on onerous contract2
Payments for rent of property and plant, material
royalties & other
2021
2020
REVENUE/(COSTS)
$
OWED/(OWING)
$
REVENUE/(COSTS)
$
OWED/(OWING)
$
1,147,166
62,245
7,937,690
109
(1,411,888)
–
–
5,342
–
67,701
–
–
(9,297,456)
(197,333)
(8,083,706)
(138,447)
Totals
(9,562,069)
(135,088)
(140,674)
(70,746)
1
2
The sale of materials and services included amounts recognised over time under AASB 15 for contracts to fabricate, construct and install concrete
batch plants on sites owned by related parties. These were all sold within the 2020 financial year, as such there were no Contract Assets or balances
owing from the batch plant sales on the Groups balance sheet as at 30 June 2021.
This amount was re-distributed to the related party as part of the onerous contract indemnity agreement noted in the prospectus after a dispute
settlement was reached with the third-party client. The cumulative effect of these transactions therefore made no change to both the Group’s profit
or loss and cash position.
107
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 26 Share based payments
The Company adopted a new long-term incentive plan in connection with its admission to the ASX, the Omnibus Incentive
Plan (LTI).
Performance rights are issued under the LTI, and it provides senior executives to receive a number of performance rights,
as determined by the Board, over ordinary shares. Performance rights issued under the LTI will be subject to performance
conditions that are detailed below.
The Remuneration Committee consider this equity performance-linked remuneration structure to be appropriate as senior
executives only receive a benefit when there is a corresponding direct benefit to shareholders.
Expense recognised through Profit or Loss
The total expense for share based payment recognised through Profit or Loss for the financial year 30 June 2021 was
$534,375 (2020: $111,586). The expense was calculated based on the probability of vesting conditions being met and the
fair value of options granted. There were vesting conditions met this financial year.
Overall performance rights movement
Details of performance rights issued, vested and expired during the financial year are set out below:
MOVEMENTS
YEAR
ISSUED
2020
2020
2020
2019
2019
2019
TRANCHE
VESTING DATE
VESTING
CONDITIONS
PERFORMANCE
PERIOD1
1 JULY 2020
ISSUED
EXERCISED
EXPIRED/
FORFEITED
30 JUNE 2021
1
2
3
1
2
3
31 August 2021
31 August 2022
31 August 2023
31 August 2020
31 August 2021
31 August 2022
EPS
EPS
EPS
EPS
EPS
EPS
1 year
2 years
3 years
1 year
2 years
3 years
–
–
–
405,486
405,486
405,486
219,031
219,031
219,031
–
–
–
657,095
1,216,458
–
–
–
–
–
–
–
–
–
–
–
–
–
–
405,486
405,486
405,486
219,031
219,031
219,031
1,873,553
1
Represents the relevant period of time to which both the performance vesting condition is measured and the period of time the recipient must
remain employed with the Group.
The weighted average remaining contractual life of performance rights outstanding at the end of the year was 4.0 years.
The performance options outstanding have no exercise price.
108
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 26 Share based payments (continued)
Vesting Conditions
2020 ISSUED PERFORMANCE RIGHTS
1
2
VESTING DATES
Tranche 1 — 31 August 2021
Tranche 2 — 31 August 2022
Tranche 3 and Remainder performance rights — 31 August 2023
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.9C
TRANCHE 1
On the Tranche 1 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2021
(Tranche 1 EPS) is:
(a) at least 5% (but less than 10%) higher than the Offer EPS, 50% of the Tranche 1 Performance
rights shall vest; or
(b) at least 10% (but less than 15%) higher than the Offer EPS, 75% of the Tranche 1 Performance
rights shall vest; or
(c) at least 15% higher than the Offer EPS, 100% of the Tranche 1 Performance rights shall vest.
TRANCHE 2
On the Tranche 2 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2022
(Tranche 2 EPS) is:
(a) at least 5% (but less than 10%) higher than the Tranche 1 EPS, 50% of the Tranche 2
Performance rights shall vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 1 EPS, 75% of the Tranche 2
Performance rights shall vest; or
(c) at least 15% higher than the Tranche 1 EPS, 100% of the Tranche 2 Performance rights shall vest.
TRANCHE 3
On the Tranche 3 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2023
(Tranche 3 EPS) is:
(a) at least 5% (but less than 10%) higher than Tranche 2 EPS, 50% of the Tranche 3 Performance
rights shall vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 2 EPS, 75% of the Tranche 3
Performance rights shall vest; or
(c) at least 15% higher than the Tranche 2 EPS, 100% of the Tranche 3 Performance rights shall vest.
ADDITIONAL VESTING TERMS
Any Tranche 1 or 2 Performance rights which did not vest on the Tranche 1 Vesting Date or Tranche
2 Vesting Date respectively (Remainder Performance rights) will vest on the Tranche 3 Vesting
Date if the Tranche 3 EPS is at least 20% higher than the Tranche 2 EPS.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
109
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 26 Share based payments (continued)
Vesting Conditions (continued)
2019 ISSUED PERFORMANCE RIGHTS
1
2
VESTING DATES
Tranche 1 — 31 August 2020
Tranche 2 — 31 August 2021
Tranche 3 and Remainder Performance rights — 31 August 2022
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (EPS) OF 7.9C
AMENDED EARNINGS PER SHARE (AMENDED EPS) OF 4.5C
TRANCHE 1
On the Tranche 1 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2020
(Tranche 1 EPS) is:
(a) at least 10% (but less than 12.5%) higher than the Offer EPS, 50% of the Tranche 1 Performance
rights shall vest; or
(b) at least 12.5% (but less than 15%) higher than the Offer EPS, 75% of the Tranche 1 Performance
rights shall vest; or
(c) at least 15% higher than the Offer EPS, 100% of the Tranche 1 Performance rights shall vest.
TRANCHE 2
On the Tranche 2 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2021
(Tranche 2 EPS) is:
(a) at least 10% (but less than 12.5%) higher than the Amended EPS, 50% of the Tranche 2
Performance rights shall Vest; or
(b) at least 12.5% (but less than 15%) higher than the Amended EPS, 75% of the Tranche 2
Performance rights shall Vest; or
(c) at least 15% higher than the Amended EPS, 100% of the Tranche 2 Performance rights
shall vest.
TRANCHE 3
On the Tranche 3 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2022
(Tranche 3 EPS) is:
(a) at least 10% (but less than 12.5%) higher than Amended EPS, 50% of the Tranche 3 Performance
rights shall Vest; or
(b) at least 12.5% (but less than 15%) higher than the Amended EPS, 75% of the Tranche 3
Performance rights shall Vest; or
(c) at least 15% higher than the Amended EPS, 100% of the Tranche 3 Performance rights
shall vest.
ADDITIONAL VESTING TERMS
Any Tranche 1 or 2 Performance rights which did not vest on the Tranche 1 Vesting Date or Tranche
2 Vesting Date respectively (Remainder Performance rights) will vest on the Tranche 3 Vesting
Date if the Tranche 3 EPS is at least 20% higher than the Amended EPS.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
110
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 26 Share based payments (continued)
Fair value of performance rights granted
The assessed fair value at the date of grant of performance rights issued is determined using an option pricing model that
takes into account the exercise price, the underlying share price at the time of issue, the term of performance right, the
underlying share’s expected volatility, expected dividends and risk free interest rate for the expected life of the instrument.
The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to
publicly available information.
The value of the performance rights were calculated using the inputs shown below:
2020 ISSUED PERFORMANCE RIGHTS
INPUTS INTO PRICING MODEL
Grant Date
Exercise Price
Vesting Conditions
Share price at grant date
Expiry date
Life of the instruments
Underlying share price volatility
Expected dividends
Risk free interest rate
Pricing model
Fair value per instrument
2019 ISSUED PERFORMANCE RIGHTS
INPUTS INTO PRICING MODEL
Grant Date
Exercise Price
Vesting Conditions
Share price at grant date
Expiry date
Life of the instruments
Underlying share price volatility
Expected dividends
Risk free interest rate
Pricing model
Fair value per instrument
TRANCHE 1
TRANCHE 2
TRANCHE 3
19 November 2020
19 November 2020
19 November 2020
$0.00
Refer above
$1.59
$0.00
Refer above
$1.59
$0.00
Refer above
$1.59
19 November 2025
19 November 2025
19 November 2025
5 years
50%
1%
0.71%
5 years
50%
1.7%
0.71%
5 years
50%
2.1%
0.71%
Black Scholes Model
Black Scholes Model
Black Scholes Model
$1.41
$1.39
$1.34
TRANCHE 1
TRANCHE 2
TRANCHE 3
20 November 2019
20 November 2019
20 November 2019
$0.00
Refer above
$2.10
$0.00
Refer above
$2.10
$0.00
Refer above
$2.10
20 November 2024
20 November 2024
20 November 2024
5 years
50%
1%
0.71%
5 years
50%
1.7%
0.71%
5 years
50%
2.1%
0.71%
Black Scholes Model
Black Scholes Model
Black Scholes Model
$1.88
$1.83
$1.78
111
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 27 Subsidiaries and controlled entities
The consolidated financial statements include the financial statements of Wagners Holding Company Limited and the
following subsidiaries:
NAME OF ENTITY
Wagners Queensland Pty Ltd
Wagner Investments Pty Ltd
Wagners Flyash Pty Ltd
Wagners Australian Operations Pty Ltd
Wagners Concrete Pty Ltd
Wagners Quarries Pty Ltd
Wagners Transport Pty Ltd
Wagners Industrial Services Pty Ltd
Wagners Cement Pty Ltd
Wagners Charter Pty Ltd
Wagners International Operations Pty Ltd
Wagners Global Projects Sdn Bhd
Wagners Global Services (Malaysia) Sdn Bhd
EQUITY HOLDING
COUNTRY OF
INCORPORATION
30 JUNE 2021
%
30 JUNE 2020
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Malaysia
Malaysia
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%
Wagners Services Mozambique Limiteda
Mozambique
98.75%
98.75%
Wagners Global Ventures Sdn Bhd
Wagners Global Services Mongolia LLC
Wagners Concrete Mongolia LLC
Wagners Composite Fibre Technologies Pty Ltd
Wagners CFT Manufacturing Pty Ltd
Wagners EFC® Pty Ltd
Wagner USA Holding Company
Wagners CFT LLC
Wagners Manufacturing LLC
Wagners Property Holdings LLC
Wagners Holding NZ Limited
Wagners Holding Company UK Ltd*
EFC® Green Concrete Technology UK Ltd*
* Entities incorporated in the financial year
Malaysia
Mongolia
Mongolia
Australia
Australia
Australia
United States
United States
United States
United States
New Zealand
United Kingdom
United Kingdom
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
112
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 28 Capital commitments
Capital expenditure commitments
Capital expenditure commitments contracted for but not recognised as liabilities at the end of the financial year is
as follows:
Within twelve months
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
1,986
487
29 Contingent assets and liabilities
The Group enters into arrangements in the normal course of business, whereby it is required to supply a performance
guarantee to its customers. These guarantees are provided in the form of performance bonds issued by the Group’s
financial institution or insurance company.
The probability of having to make a payment in respect to these performance bonds is considered to be highly unlikely. As
such, no provision has been made in the consolidated financial statements in respect of these contingencies.
30 Auditor’s remuneration
During the financial year the following fees were paid or are payable to the Group’s auditor:
BDO AUDIT PTY LTD & RELATED COMPANIES
AUDIT SERVICES
Audit and review of financial statements — BDO Audit Pty Ltd
Total audit services
NON-AUDIT SERVICES
Taxation services — BDO (Services) Pty Ltd
Total non-audit services
Total amount paid or payable to auditor
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
250,719
250,719
225,302
225,302
–
–
13,000
13,000
250,719
238,302
113
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 31 Parent entity financial information
The following information has been extracted from the books and records of the parent and has been prepared in
accordance with Australian Accounting Standards.
STATEMENT OF FINANCIAL POSITION
ASSETS
Current assets
Non-current assets
Total assets
LIABILITIES
Current liabilities
Non-current liabilities
Total liabilities
EQUITY
Issued capital
Distribution to related entities
Reserves
Retained earnings
Total equity
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Total profit for the financial year
Total comprehensive income for the financial year
(a) Contingent assets and liabilities
The parent entity does not have any contingent assets or liabilities as at 30 June 2021.
(b) Guarantees entered into by the parent entity
The parent entity has not entered into any guarantees.
CONSOLIDATED GROUP
30 JUN 2021
$’000
30 JUN 2020
$’000
141
127,677
127,818
19,529
6,071
25,600
410,915
(355,010)
646
45,667
102,218
241
127,077
127,318
18,609
6,691
25,300
410,915
(355,010)
112
46,001
102,018
(526)
(526)
(280)
(280)
(c) Contractual commitments for the acquisition of property, plant or equipment
The parent entity had no contractual commitments for the acquisition of property, plant or equipment (2020: $nil).
32 Events occurring after the reporting period
To the Directors’ best knowledge, there has not arisen in the interval between 30 June 2021 and the date of this report any
item, any other transaction or event of a material and unusual nature that will, or may, significantly affect the operations of
the Group.
In addition, while the COVID-19 situation remains concerning, between 30 June 2021 the date of this report, there has been
no COVID-19 impacts on the operations of the Group. However, due to the fluid nature of this pandemic the Group will
continue to monitor the unfolding situation and adjust operations for minimal impacts where required.
114
WAGNERS | ANNUAL REPORT 2021NOTES TO THE consolidated financial statementsfor the year ended 30 June 2021 DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Wagners
Holding Company Limited, the directors of the Company
declare that:
(a) the consolidated financial statements and notes, as
set out on pages 67 to 114, are in accordance with the
Corporations Act 2001, including:
(i) complying with the Corporations Regulations
2001 and Australian Accounting Standards and
Interpretations, which, as stated in accounting
policy Note 1 to the financial statements, constitutes
compliance with International Financial Reporting
Standards; and
(ii) giving a true and fair view of the consolidated
Group’s financial position as at 30 June 2021 and of its
performance for the financial year ended on that date;
and
(b) in the directors’ opinion there are reasonable grounds to
believe that the Company will be able to pay its debts as
and when they become due and payable; and
(c) the directors have been given the declarations required
by s295A of the Corporations Act 2001 from the Chief
Executive Officer and Chief Financial Officer, for the
financial year ended 30 June 2021.
MR DENIS WAGNER
Chairman
Dated at Toowoomba, Queensland
on 25 August 2021.
115
WAGNERS | ANNUAL REPORT 2021
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Wagners Holding Company Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Wagners Holding Company Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30
June 2021, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial report, including a summary of significant accounting policies
and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a
UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
116
Revenue recognition and measurement
Key audit matter
How the matter was addressed in our audit
The Group’s disclosures about revenue
Our procedures included, amongst others:
recognition are included in Note 1(c) and
Note 3, which details the accounting policies
applied and disclosures relating to AASB 15
Revenue from Contracts with Customers.
The assessment of revenue recognition was
significant to our audit because revenue is a
material balance in the financial statements
for the year ended 30 June 2021.
The assessment of revenue recognition and
measurement required significant auditor
effort.
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.
Performing detailed substantive analytical
procedures on the yearly sales for each
material component.
Assessing the adequacy of the Group's
disclosures within the financial statements.
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 2021, 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.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
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.
117
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
In preparing the financial report, the directors are responsible for assessing the ability of the group to
operations, or has no realistic alternative but to do so.
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
Auditor’s responsibilities for the audit of the Financial Report
operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
Auditor’s responsibilities for the audit of the Financial Report
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
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
audit conducted in accordance with the Australian Auditing Standards will always detect a material
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
if, individually or in the aggregate, they could reasonably be expected to influence the economic
audit conducted in accordance with the Australian Auditing Standards will always detect a material
decisions of users taken on the basis of this financial report.
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
A further description of our responsibilities for the audit of the financial report is located at the
decisions of users taken on the basis of this financial report.
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
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:
This description forms part of our auditor’s report.
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
Report on the Remuneration Report
This description forms part of our auditor’s report.
Opinion on the Remuneration Report
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 54 to 65 of the directors’ report for the
Opinion on the Remuneration Report
year ended 30 June 2021.
We have audited the Remuneration Report included in pages 54 to 65 of the directors’ report for the
In our opinion, the Remuneration Report of Wagners Holding Company Limited, for the year ended 30
year ended 30 June 2021.
June 2021, complies with section 300A of the Corporations Act 2001.
In our opinion, the Remuneration Report of Wagners Holding Company Limited, for the year ended 30
Responsibilities
June 2021, complies with section 300A of the Corporations Act 2001.
The directors of the Company are responsible for the preparation and presentation of the
Responsibilities
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
The directors of the Company are responsible for the preparation and presentation of the
Australian Auditing Standards.
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
BDO Audit Pty Ltd
Australian Auditing Standards.
BDO Audit Pty Ltd
C K Henry
Director
C K Henry
Brisbane, 25 August 2021
Director
Brisbane, 25 August 2021
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a
UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
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.
118
ADDITIONAL information
Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in
this report is set out below.
The information is current as at 31 August 2021 unless stated otherwise.
distribution schedule
RANGE
1–1,000
1,001–5,000
5,001–10,000
10,001–100,000
100,001 and over
Rounding
Total
TOTAL HOLDERS
1,290
2,323
1,066
1,113
84
UNITS
697,966
6,479,977
8,017,478
27,851,016
144,150,450
% UNITS
0.37
3.46
4.28
14.88
77.00
0.01
5,876
187,196,887
100.00
Shares and Voting Rights
All 187,196,887 shares in the Company are ordinary shares, held by 5,876 shareholders.
Voting rights for ordinary shares are:
` On a show of hands, one vote for each shareholder
` On a poll, one vote for each fully paid ordinary share.
Option holders have no rights until the options are exercised. There is no current on-market buy-back.
Substantial Shareholders
The following information is extracted from the Company’s Register of Substantial Shareholders as at 31 August 2021
and as disclosed in substantial notices to the ASX and Company.
NAME
Denis Wagner
John Wagner
Neill Wagner
Joe Wagner
Wagner Property Operations Pty Ltd
Paradice Investment Management Pty Ltd
Unmarketable Parcels
Minimum $500.00 parcel at $1.8350 per unit
DATE OF LAST
NOTICE RECEIVED
NUMBER OF
ORDINARY SHARES
% OF ISSUED CAPITAL
15 December 2017
15 December 2017
15 December 2017
15 December 2017
25 November 2019
18 November 2020
102,957,631
103,248,014
102,957,631
102,957,631
14,201,056
9,617,830
MINIMUM PARCEL SIZE
273
HOLDERS
335
55%
55.15%
55%
55%
7.58%
5.14%
UNITS
50,617
119
WAGNERS | ANNUAL REPORT 2021 ADDITIONAL information
top 20 shareholders (as at 31 august 2021)
RANK
NAME
UNITS
% UNITS
1
1
1
1
5
6
7
8
9
10
11
12
13
14
15
16
16
18
19
20
DENIS PATRICK WAGNER
JOHN HENRY WAGNER
JOSEPH DOYLE WAGNER
NEILL THOMAS WAGNER
WAGNER PROPERTY OPERATIONS PTY LTD
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CS THIRD NOMINEES PTY LIMITED
NATIONAL NOMINEES LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ARCHERFIELD AIRPORT CORPORATION PTY LTD
JOHN WAGNER INVESTMENTS PTY LTD
NETWEALTH INVESTMENTS LIMITED
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
DENIS WAGNER INVESTMENTS PTY LTD
NEILL WAGNER INVESTMENTS PTY LTD
BRAZIL FARMING PTY LTD
JOE WAGNER INVESTMENTS PTY LTD
GEAT INCORPORATED
21,321,928
21,321,928
21,321,928
21,321,928
14,201,056
8,501,838
4,290,831
3,512,784
3,450,410
3,324,413
2,343,360
1,100,000
1,091,447
1,044,118
808,265
801,064
801,064
725,363
642,643
540,914
11.39
11.39
11.39
11.39
7.59
4.54
2.29
1.88
1.84
1.78
1.25
0.59
0.58
0.56
0.43
0.43
0.43
0.39
0.34
0.29
Total Top 20 holders of ORDINARY FULLY PAID SHARES
Total Remaining Holders Balance
132,467,282
54,729,605
70.76
29.24
UNQUOTED OPTIONS
There are 10 holders of 1,873,553 unvested unquoted options.
120
WAGNERS | ANNUAL REPORT 2021 CORPORATE directory
Directors
Denis Wagner, Non-executive chairman
John Wagner, Non-executive director
Lynda O’Grady, Non-executive director
Ross Walker, Non-executive director
Company secretary
Karen Brown
Registered office
Level 10, 12 Creek Street,
Brisbane QLD 4000
Principal place of business
11 Ballera Court,
1511 Toowoomba-Cecil Plains Road,
Wellcamp QLD 4350
Share register
Computershare Investor Services Ltd
Auditor
BDO Audit Pty Ltd
Solicitors
McCullough Robertson Lawyers
Bankers
National Australia Bank Limited
HSBC Bank Australia Limited
Australian and New Zealand Banking Group Limited
Stock exchange listing
Wagners Holding Company Limited shares
are listed on the ASX (code: WGN)
www.wagner.com.au
Corporate Governance Statement
The Company's Corporate Governance Statement for the financial
year ended 30 June 2021 is available to downlaod and access from
https://investors.wagner.com.au/corporate-governance
121
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Postal Address
PO Box 151
Drayton North
Toowoomba QLD 4350, Australia
Street Address
11 Ballera Ct
1511 Toowoomba-Cecil Plains Rd
Wellcamp QLD 4350
Telephone +61 7 4637 7777
Fax +61 7 4637 7778
ACN 622 632 848
www.wagner.com.au