INNOVATIVE
INTEGRATED
INTERNATIONAL
2022
ANNUAL REPORT
WAGNERS HOLDING COMPANY LIMITED ABN 49 622 632 848
INSIDE
THIS REPORT
This annual report gives a summary of
Wagners’ business activities and financial
results for FY22. It is presented for the
information of our shareholders and other
stakeholders interested in the company’s
key achievements.
ABOUT WAGNERS
FY22 KEY FACTS & FIGURES
CHAIRMAN’S REVIEW
MANAGING DIRECTOR’S UPDATE
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
ADDITIONAL INFORMATION
CORPORATE DIRECTORY
1
2
3
4
6
19
36
37
38
39
40
41
94
95
98
100
Established in 1989 in
Toowoomba, Queensland,
Wagners is an ASX-listed
business and supplier of
construction materials
and services globally.
We are innovative, integrated, and operate
internationally. Our diverse businesses, operating
under three main business units, Construction
Materials and Services, Composite Fibre
Technologies and Earth Friendly Concrete, work
together to achieve great outcomes for our
customers. Each business unit also has separate
specialist vertically integrated businesses to
support and supply materials or services to each
other on a timely and cost-competitive basis.
` Wagners Construction Materials and Services
division includes the following business
units: cement, concrete, flyash, aggregates,
precast concrete, reinforcing steel and bulk
haulage services.
1
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
` 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 six pultrusion
machines and a new cross-arm
automation line, using six state-
of-the-art robots controlled by
advanced programming technology.
Our US manufacturing facility in
Cresson, Texas is now operational,
with the first pultrusion machine
now commissioned allowing the
local manufacture and supply of CFT
products to the US market.
`
EFC® is a class of zero cement
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. The EFC®
activator is currently manufactured
by Wagners in Brisbane and a new
manufacturing facility has recently
been established in London, allowing
the supply to consumers of EFC®
throughout the UK and Europe.
` Wagners also have a specialist
in-house engineering solutions
team which provides innovative
maintenance and engineering
solutions across both the CMS and
Technologies business divisions,
evidencing the efficiencies achieved
by vertical integration and cross
division collaboration.
Our Guiding Principles underpin
everything we do. At Wagners, we strive
for intrepid progress to achieve beneficial
outcomes for all stakeholders we engage
with — our people, our customers, our
community, and our shareholders.
We pride ourselves on our innovation,
and always seek value and growth,
and create rewarding opportunities
that encourage employees to deliver
quality products and services to all of
our customers..
2
WAGNERS | ANNUAL REPORT 2022
FY22 KEY FACTS
& FIGURES
$338M
group revenue
INNOVATION
New product
lines and markets.
Continued R&D
INTERNATIONAL
US and UK
manufacturing
facilities established
6,000M3
EFC® batched
and delivered
11%
increase in
cement sales
7.7M
tonnes
hauled
18%
18%
concrete
volume
increase
9.8M
kilometres
travelled
7
countries
worked
820
employees
430KM
CFT pultrusion
>1M
tonnes quarry
materials crushed
CHAIRMAN’S
REVIEW
Fellow shareholders of Wagners Holding Company Limited, FY22
has presented many challenges, not only for us as a Company but
also for the construction materials sector. Our performance for the
year has not shown the growth in our earnings that some may
have expected. This, coupled with our increased investment in the
new technologies, has resulted in a reduction in net profit after
tax. We have delivered a result that is acknowledged will need to
be significantly improved going forward to meet the expectation
of all shareholders.
The safety performance throughout the year has remained
positive and our continued drive to improve the safety culture
of Wagners is delivering results. This also is relevant to both our
environmental performance and quality outcomes. Our board
has attended monthly safety, quality and environment meetings
this year, which are conducted by management but also include
operational staff, to encourage increased awareness and improved
outcomes across safety, quality and environmental performance.
Our construction materials business has achieved an increase in
revenue and we see this continuing into next year.
Our cement business continues to see volume growth and we are
now seeing increased selling prices to offset increased costs.
The concrete market in south east Queensland has been plagued
with unfortunate industry behaviour for some time, however we
are now seeing pricing that reflects the true value of our products.
We expect the trend of increased selling price to continue
going forward.
The mining services business has a significant forward order
book, the challenge for us is to deliver our transport and contract
crushing services efficiently and profitably.
As mentioned earlier, we have continued to invest in the new
technology businesses.
With Composite Fibre Technologies, we will see new products
come on line through the coming year and we will also realise
the benefits of the additional pultrusion machines and the
investment in automation. We have delivered many signature
projects through the year and the reputation and acceptance of
our products for use in infrastructure sets a very good prospect for
growth going forward.
Since the travel restrictions have lifted, I have been to the USA
on two occasions. After personally meeting with customers and
utility owners, I am extremely confident that the value we offer
in our products is being recognised and will result in a significant
revenue stream.
3
The manufacturing facility in the USA, in Cresson, Texas,
is operating and our first pultrusion machine is producing. The
facility in Cresson is an asset that is very capital intensive however
sets a great platform to grow the USA business. It demonstrates a
very high standard for both our facilities and our products.
I have also recently visited our EFC® activator manufacturing
facility in Romford, outside of London in the United Kingdom.
This facility will be operational in the very near future.
Our capability at Romford will continue to grow over the ensuing
twelve months which will give us a production capacity of
18 million litres of chemical activator, for use in EFC®. This business
is primarily structured to produce and sell the chemicals that our
customers, who are premixed and precast concrete producers,
use to make zero cement concrete.
After attending a number of discussions with concrete producers,
engineers and asset owners in London and throughout Germany,
it is widely recognised that our technology in EFC® is more
advanced technically with proven field results than any other zero
cement technology in the world. The UK and European market is
very focused on carbon reduction and specifically zero cement
concrete, which puts our EFC® technology at the forefront in
this space.
I am confident the investment we have made in both CFT
and EFC® throughout FY22 will return shareholders value into
the future.
There is an expectation that the business delivers much stronger
results going forward. The Board has insisted on management
and all operational staff having a renewed focus on efficiency,
productivity and profitability. We will drive asset utilisation
and accountability for all facets of the business to achieve an
improved result.
Yours sincerely
Denis Wagner
CHAIRMAN
I AM CONFIDENT THE INVESTMENT
WE HAVE MADE IN BOTH CFT AND
EFC® THROUGHOUT FY22 WILL
RETURN SHAREHOLDERS VALUE
INTO THE FUTURE.
4
WAGNERS | ANNUAL REPORT 2022
MANAGING DIRECTOR’S
UPDATE
Innovative, integrated,
international
FY22 certainly presented many challenges for both our business
and the industry as a whole. While we experienced a high
demand for construction materials and services across the group,
we and the entire industry, have been faced with increasing costs
in shipping, raw materials, fuel and costs to ensure supply chain
reliability. In addition to this, we’ve had to address the challenges
associated with labour shortages, significant rainfall and lack of
major Government projects or infrastructure spend to replace
some of our major projects executed in FY21 which made a
considerable contribution to our results in FY21.
This has all had an impact on the Group’s earnings, with an
inability to recover all of the additional costs or impacts these
challenges presented. While we managed to achieve a 5% growth
in revenue across the group, reporting a revenue result of
$338 million, we delivered an operating EBIT result for FY22
of $21.4 million, and a statutory net profit after tax of $7.6 million.
While the result may not have delivered the desired growth,
that is not to say we haven’t challenged ourselves through our
strategic pillars of innovation, integration, and striving to be a
truly international business, to provide a solid platform to ensure
we can deliver long term value to all of our stakeholders.
FY22 Achievements
In our cement business, we delivered record volumes from our
cement manufacturing facility at Pinkenba and increased revenue
by 11%.
Our concrete business continued to expand, with an 18% increase
in concrete volumes, an expansion of the number of fixed plants
in the network and mobile concrete projects were secured and
executed, particularly in the renewables sector, during the period.
We invested in the expansion of our steel business and opened
a second facility in Brisbane. Revenue in this business more than
doubled over the twelve months and the business now provides
a significant contribution to the overall group’s performance.
The resource sector has continued to provide opportunities for
our bulk haulage business with a number of new projects secured
during the period, allowing the business to maintain the solid
revenue growth from prior periods.
Our Composite Fibre Technologies business increased its revenue
by 33%, with a revenue result of $40.1 million. A significant
contribution was made from the US, with 10% of the overall sales
generated from the US operations. We continued to invest in
expanding our manufacturing facilities and production capacity,
with a 50% increase in production capacity in Australia and our
first pultrusion machine commissioned in the US.
Our EFC® technology was deployed in projects throughout
Australia, UK and Europe. Strong partnerships were established
with consumers of EFC® and suppliers of raw materials, securing
long term off-take arrangements and supply chain reliability for
the product.
The business has invested considerably in capital throughout
the period across the entire group. This will position the business
to deliver growth in service offerings and markets, and increase
production capacity and efficiencies, all of which will ultimately
deliver improved performance and growth across all segments.
Innovation
In FY 22 we continued to invest in research and development
to ensure we are providing the most innovative and efficient
solutions for our clients and customers.
Through this investment, new product lines were developed
in CFT, providing opportunities to expand with these new
products geographically. Further investment in automation and
production have already resulted in production efficiencies and
increased capacity.
Investment has also continued in research and development in
our EFC® business in Australia, to enable the further development
of the technology, broadening the number of application EFC®
can be utilized in. We’ve also invested in trials of the technology
in multiple applications in international markets throughout
India and Europe, providing significant opportunities for this
technology in markets that value the reduction in carbon
emissions in the built environment, something that Wagners
remains committed to.
5
Jetty handrails manufactured using CFT in Broome, WA
Integration
In FY22 we secured the supply of over 67,000 precast concrete
tunnel segments to the Sydney Metro project. While this will
deliver over $140 million in revenue to the group over a two year
period, through the vertically integrated nature of our businesses,
it will also provide significant value not only to the precast
business, also our cement, concrete, flyash and steel businesses.
This project will also be supported by our in-house engineering
solutions team and our National Association of Testing Authorities
(NATA)-accredited laboratory technicians.
We secured a number of mobile concrete and crushing projects
throughout the period. These projects also provide benefits
across our other businesses, with cement, steel and transport all
contributing, due to the integrated nature in which we operate as
a business.
The continued growth and expansion of our concrete batch
plant network also delivered similar integrated benefits across the
group. With improved pricing conditions anticipated in FY23, we
are hopeful that the continued demand for construction materials
will continue to have a positive impact on the downstream
operations from our concrete business.
Throughout the period we have continued to pursue various
project opportunities and potential acquisitions, and will continue
to do so, provided they align with the overall strategy around the
integration of our business units, or otherwise deliver value to
our shareholders.
International
Projects, across the group, were delivered in the UK, Europe,
Middle East, USA and New Zealand, demonstrating our true
international presence, particularly in our CFT and EFC®
businesses. We continued to pursue many other international
opportunities across the business, with dedicated business
development managers engaged across multiple jurisdictions to
ensure we remain well positioned to secure any opportunities or
projects that may present across the global market.
Outlook
While the year presented somewhat mixed results with the
challenges faced throughout the period, we remain positive about
the ability of the business to deliver improved performance in
FY23 and beyond. The investment made in our people, plant and
equipment and research and development ensures this.
I would like to thank the entire Wagners’ team, which is now over
850 personnel, for their steadfast commitment to this business
not just through FY22, however also the last few years that have
continued to present challenges to our business, our industry and
our families. This commitment will ultimately deliver the growth
we aspire to achieve and I look forward to working with you all on
this exciting journey. I do feel privileged to have such a dedicated
and hardworking team right across the business.
Thanks also to the Board of Directors, who, as always, provide
valued guidance and advice with a commitment to delivering on
the overall group strategy and creating value for our stakeholders.
I am pleased to be able to report that we have now established
Wagners as a truly international provider of construction materials
and services and New Generation Building Materials.
Cameron Coleman
MANAGING DIRECTOR
Following the investment of over $5 million, our US CFT
manufacturing facility became operational with the building
complete and our first pultrusion machine commissioned. We
expanded our team in the US to ensure we are adequately
resourced to service the US market that provides enormous
opportunity for the business.
We established our UK manufacturing facility for EFC® in London
and increased staffing resources in the region. The production
capacity of this manufacturing plant is significantly greater than
our plant we have established in Brisbane, enabling us to service
the growing demand for this technology internationally.
WE EXPERIENCED A HIGH
DEMAND FOR CONSTRUCTION
MATERIALS AND SERVICES
ACROSS THE GROUP
6
The Directors of Wagners Holding Company Limited (Wagners, the ‘Company’) and its controlled entities (the ‘Group’
or ‘Consolidated Entity’), present their report together with the consolidated financial statements for the year ended
30 June 2022.
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
Cameron Coleman
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
1 July 2022
DATE OF APPOINTMENT
13 March 2018
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
There are no other significant changes in the state of affairs that impact the Consolidated Entity for the year ended
30 June 2022.
Dividends
No final fully franked dividend paid during period (2021: Nil)
No interim dividend paid during period (2021: Nil)
CONSOLIDATED GROUP
30 JUN 2022
$’000
–
–
–
30 JUN 2021
$’000
–
–
–
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 7
Operating and financial review
Group financial results
Statutory net profit after tax (NPAT) of $7.632 million decreased compared to the 2021 result (30 June 2021: $10.001 million).
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.
Financial year 2022 operating results
Operating results for the financial year ended 30 June 2022 (FY22) are summarised in table 1 below with the following
presentation adjustment to allow shareholders to assess the Group's performance:
`
Separating the EFC® operating results down to the Group’s Earnings before Interest & Tax (EBIT), providing users with the
ability to assess Group operating performance outside of the significant investment being made into growing the EFC®
business.
– All line items above Operating earnings before interest and tax (Operating EBIT) shown in table 1 below have any EFC®
impact removed, with the Operating revenue & Operating EBIT reconciling back to the Operating segment note.
` Also, showing the fair value changes on derivatives & impairment of trade receivable in the Group’s EBIT, as management
consider this to be a more appropriate reflection to assess Group operating performance.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 8
Operating and financial review (continued)
Group financial results (continued)
Financial year 2022 operating results (continued)
FY22 RESULTS COMPARED TO THE PRIOR FINANCIAL YEAR
Revenue
Direct material and cartage costs
Operating Gross profit
Other income
Operating expenses
Operating earnings before interest, tax, depreciation and amortisation
Depreciation & amortisation
Operating earnings before interest and tax
EFC® – Earnings before interest and tax
Impairment of Trade Receivables
Fair value adjustment on derivative instruments
Earnings before interest and tax
Net finance costs
Net profit before tax
Income tax expense
Net profit after tax
30 JUNE 2022
$’000
336,663
(153,592)
183,071
1,863
(139,246)
45,688
(24,258)
21,430
(3,205)
(512)
3,252
20,965
(10,505)
10,460
(2,828)
7,632
30 JUNE 2021
$’000
320,344
(135,905)
184,439
2,445
(137,634)
49,250
(22,730)
25,520
(1,985)
(270)
1,133
25,398
(10,950)
14,448
(4,447)
10,001
FY22 showed growth in revenue from steel, cement and concrete sales on the back of increased construction activity in
the SEQ market. The completion of the Cross River Rail tunnel segment project in the 1H of FY22, together with a reduction
in activity in the contract crushing business compared to FY21 has partially offset these increased sales. While sales have
improved compared to FY21, margins have been impacted by both increased costs and a reduction in higher margin work
completed by the precast and contract crushing businesses in FY21.
CFT revenues increased by 33%, with a significant contribution from sales in the USA. Sales have also increased in the
pedestrian infrastructure and road bridge segment, however the margins in this work were reduced due to material cost
increases unable to be passed on to customers due to fixed price contracts.
The EFC® result reflects the investment in establishing a UK manufacturing facility (and sales network) and increased
research and development in the product.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 9
Operating and financial review (continued)
Group financial results (continued)
Operating results by segment
SEGMENT ($’000)
Construction, Materials and Services
Composite Fibre Technologies
EFC® – Carbon Reducing Technologies
Other/Eliminations
Total
30 JUNE 2022
30 JUNE 2021
CHANGE
REVENUE
294,218
41,853
188
592
EBIT
31,858
1,947
(3,205)
(9,635)
REVENUE
288,519
31,438
306
387
EBIT
33,407
2,683
(1,985)
(8,707)
REVENUE
5,699
10,415
(118)
205
EBIT
(1,549)
(736)
(1,220)
(928)
336,851
20,965
320,650
25,398
16,201
(4,433)
CONSTRUCTION MATERIALS AND SERVICES
Construction Materials and Services revenue growth was due to increased revenue across most of the businesses, however,
the precast and contract crushing businesses had a reduction in sales.
Cement volumes increased due to expansion in the number of our fixed concrete plants and growth of existing and
new customers. Shipping and fuel costs increased significantly in the second half of FY22 which due to contractual
arrangements, not all incremental costs were able to be recovered from customers during the period.
Concrete revenues increased with the maturity of the expanded southeast Queensland fixed plant network delivering
growth in volumes.
Steel revenue and earnings have grown significantly with the establishment of a new facility servicing the Brisbane market.
Precast has seen a reduction in revenue and margin as a result of 75% of the Cross River Rail tunnel segment project being
completed in FY21 and only the balance in FY22.
Transport revenue was consistent with the prior year, with new projects replacing completed projects. Margins have
reduced as a result of the increased maintenance costs along with the start up costs of new contracts secured throughout
the period.
A reduction in activity in the contract crushing business has resulted in reduced revenue in the quarry business, partially
offset by increased supply of quarry materials from both the Wellcamp and Castlereagh quarries compared to FY21.
COMPOSITE FIBRE TECHNOLOGIES
While Composite Fibre Technologies revenues increased by 33%, the result was impacted by additional investment into
Research and Development and business establishment costs in the USA. Margins achieved were reduced due to material
cost increases not passed on to customers with fixed price contracts.
Wagners USA facility in Cresson Texas is now manufacturing product through its first pultrusion machine.
Two additional pultrusion machines were commissioned at the Queensland facility at Wellcamp during the period
with increased production capability designed to service an emerging utility pole market.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 10
Operating and financial review (continued)
Group financial results (continued)
Operating results by segment (continued)
EFC® — CARBON REDUCING TECHNOLOGIES
There has been strong interest for EFC® globally throughout FY22 with the technology being deployed in projects or trials
in London, Germany, Netherlands, India and South East Queensland.
The EFC® result reflects increased investment in UK manufacturing facilities, research and development and business
development costs in Australia, UK, Europe and India.
As previously disclosed, we have run a campaign seeking external investment into EFC®. We have been unable to achieve
a successful outcome throughout this process, that the Group believes would provide sufficient benefit for the Company
at this stage. The Group is now committed to pursuing the strategy already in place for EFC® and remains excited by the
opportunities that exist for Wagners EFC® technology.
OTHER
Other mostly represents corporate related income and costs. The higher net costs in FY22 is mainly due to increased
insurance costs during FY22 and the award of legal costs reported in FY21.
FINANCIAL POSITION
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
30 JUN 2022
$’000
128,576
265,881
394,457
100,691
172,866
273,557
30 JUN 2021
$’000
97,181
244,601
341,782
72,317
156,512
228,829
CHANGE
$’000
31,395
21,280
52,675
28,374
16,354
44,728
Net assets/(liabilities)
120,900
112,953
7,947
Current assets increased in FY22 mostly due to an increase in inventories as a result of increased pricing, due to shipping
and material costs, and increased quantities on hand to ensure security of supply following supply chain disruptions
in FY22.
Non-current assets have increased due to the investment in plant and equipment.
Current Liabilities have increased due to:
` higher trade creditors associated with general business and increase in inventories
`
establishment costs necessary for the Sydney Metro Tunnel project.
Non-current liabilities have increased due to:
`
`
increased borrowings to fund increase in working capital
increased right of use asset liabilities due to new leases.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT
11
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. Growth is expected from:
` USA, with Wagners US CFT facility now established in Texas and servicing local markets. The business is now
resourced with an expanded sales, operational and manufacturing capability.
` Australia/New Zealand Custom Build, which has a strong forward order book secured with a number of projects
contracted in the pedestrian infrastructure and boardwalk markets.
` Manufacturing Optimisation – the Group will continue to invest in automation and production capacity which will
result in higher productivity and lower costs of production.
` New markets – with new pultrusion machines commissioned in FY22, the Group is now able to supply products into
new markets such as power poles, light poles, marine piles and conveyor rollers.
`
Research and Development – continued investment in R&D will focus on identifying new products and markets
along with developing production efficiencies throughout the manufacturing process.
Earth Friendly Concrete® (EFC®):
` Domestically, the Group will focus on sales to service the Wagners concrete batch plant network enabling the supply
of EFC® throughout South East Queensland. The Group is also looking for opportunities to service new markets with
EFC® through third party owned concrete plants.
`
`
`
Internationally, the Group will focus on sales in the UK and Europe, through supply agreements now in place with
various precast customers, including roof tile, pipe and precast manufacturers.
The Group has established an EFC® manufacturing facility in London and is now well resourced with sales and
operational expertise to manufacture and deliver the EFC® technology to various concrete manufacturers, enabling
them to service their customers who are increasingly demanding products that reduce carbon emissions in the
built environment.
The Group will continue its investment in R&D to enable further development of the technology, broadening
the number of applications EFC® can be utilised in.
Cement:
`
Strong cement volumes are expected to continue throughout FY23 due to the high level of activity in the SEQ
construction sector.
Concrete plants:
`
The Group will continue to expand its ready-mix concrete plant network to service the high level of activity in South
East Queensland’s construction materials and services market. Increased selling pricing are expected to improve the
concrete business performance in FY23.
Precast:
`
The recently secured Sydney Metro tunnel segment project will provide $140 million in revenue over a 2 year
period, with production to commence in October 2022. The longer outlook for the precast business looks positive,
with projects such as Inland Rail and the 2032 Olympic Games both presenting significant opportunities to the
business.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 12
Operating and financial review (continued)
Strategy and future prospects (continued)
Quarries:
` Continued growth in FY23 is expected from the Group’s operational quarries and contracted contract crushing work
in Central Queensland. 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:
` New contracts secured in the Group’s bulk haulage business along with investment in assets to service secured
contracts will deliver increased revenue, productivity and resulting margins.
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.
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/.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 13
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 38 and forms part of the Directors’ Report for financial year ended 30 June 2022.
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
2022
$
8,515
–
8,515
2021
$
–
–
–
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.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 14
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 2022.
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 composite products (CFT) and Earth Friendly Concrete® (EFC®).
The establishment of permanent concrete plants in South East Queensland, with seven currently operational and
two additional sites identified, delivers on the Group’s concrete strategy previously reported. This, together with the
development of a greenfield quarry site acquired in South East Queensland strengthens the Group’s position as a supplier
of construction materials in this market.
Composite Fibre Technologies
The international expansion of CFT into USA remains a focus. A duplicated production line is planned which will increase
production capacity from the Groups first US CFT facility in Texas. This increased production capacity will also allow the
Group to competitively tender for international contracts and service new markets.
Following the commissioning of two new pultrusion machines at the Group’s Queensland manufacturing facility, the
business is now positioned to deliver increased margins from a rapidly growing revenue base.
Earth Friendly Concrete®
Revenue growth is expected in FY23 with the UK manufacturing facility now established and demand increases for the
technology, particularly in the UK and Europe.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 15
Shares under performance rights
Unissued ordinary shares of the Company under performances at the date of this report are as follows:
MOVEMENTS
CALENDAR
YEAR
ISSUED
2021
2021
2021
2021
2021
2021
2020
2020
2020
2019
2019
2019
TRANCHE
VESTING DATE
EXPIRY DATE
PERFORMANCE
PERIOD
1 JULY 2021
ISSUED
EXERCISED
EXPIRED/
FORFEITED
30 JUNE 2022
1
2
3
1A
1B
2A
1
2
3
1
2
3
31 August 2022
Nov 2026
1 year
31 August 2023
Nov 2026
2 years
31 August 2024
Nov 2026
3 years
31 August 2022
Nov 2023
1 year
31 August 2022
Nov 2024
1 year
31 August 2023
Nov 2024
2 years
31 August 2021
Nov 2025
1 year
31 August 2022
Nov 2025
2 years
31 August 2023
Nov 2025
3 years
31 August 2020
Nov 2024
1 year
31 August 2021
Nov 2024
2 years
31 August 2022
Nov 2024
3 years
–
–
–
–
–
–
276,095
276,095
276,095
438,064
405,486
608,225
–
–
–
–
–
–
405,486
405,486
405,486
219,031
219,031
219,031
–
–
–
–
–
–
(202,747)
–
–
–
(219,031)
–
1,873,551
2,280,060 (421,778)
–
–
–
–
–
–
–
–
–
–
–
–
–
276,095
276,095
276,095
438,064
405,486
608,225
202,739
405,486
405,486
219,031
–
219,031
3,731,833
There have been no movements from balance date to the date of this report.
Details of performance rights granted to key management personnel are disclosed on page 34.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 16
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
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 17
Information on Directors and Company Secretary (continued)
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
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.
Domino’s Pizza Enterprises Limited (ASX: DMP) (Appointed in 2015), Rubicon Water
Limited (ASX: RWL). AVANT Group (Appointed in 2019) & Musica Viva
(Appointed in 2018)
Former directorships (last 3 years)
None
Special responsibilities
Interests in shares
Interests in options
Interests in rights
Contractual rights to shares
Member of Nomination Committee and Audit and Risk Committee and Chair
Remuneration Committee
50,000 Ordinary shares
None
None
None
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 18
Information on Directors and Company Secretary (continued)
NAME
Title
Qualifications
Experience and expertise
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 Directors’ report.
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 2022, 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
2
–
2
2
2
–
–
2
2
2
–
2
–
2
2
–
2
–
2
2
–
–
–
–
–
–
–
–
–
–
–
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.
WAGNERS | ANNUAL REPORT 2022DIRECTORS’ REPORT 19
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 2022.
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 2022:
NAME
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
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022
20
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.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 21
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 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 Group’s 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 2022:
PARTICIPANTS
PERFORMANCE PERIOD
PERFORMANCE TARGET
OPPORTUNITY1
All KMP executives
Financial year ending 30 June 2022
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.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 22
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 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.
Details of Key Management Personnel performance rights issued, exercised and expired during the financial year are set
out below:
MOVEMENTS
CALENDAR
YEAR
ISSUED
2021
2021
2021
2021
2021
2021
2020
2020
2020
2019
2019
2019
TRANCHE
VESTING DATE
VESTING
CONDITIONS
PERFORMANCE
PERIOD1
1 JULY 2021
ISSUED
EXERCISED
EXPIRED/
FORFEITED2
30 JUNE 2022
1
2
3
1A2
1B
2A
1
2
3
12
22
32
31 August 2022
FY22 EPS
1 year
31 August 2023
FY23 EPS
2 years
31 August 2024
FY24 EPS
3 years
31 August 2022
FY22 EPS
31 August 2022
FY22 EPS
1 year
1 year
31 August 2023
FY23 EPS
2 years
31 August 2021
FY21 EPS
1 year
31 August 2022
FY22 EPS
2 years
31 August 2023
FY23 EPS
3 years
31 August 2020
FY20 EPS
1 year
31 August 2021
FY21 EPS
2 years
31 August 2022
FY22 EPS
3 years
–
–
–
–
–
–
74,861
74,861
74,861
148,149
120,120
180,179
–
–
–
–
–
–
120,120
120,120
120,120
74,075
74,074
74,074
–
–
–
–
–
–
60,061
–
–
–
74,074
–
582,583
673,031
134,135
–
–
–
–
–
–
–
–
–
–
–
–
–
74,861
74,861
74,861
148,149
120,120
180,179
60,059
120,120
120,120
74,075
–
74,074
1,121,479
1
2
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.
Where options of a particular calendar year offer have not met all vesting conditions, they will be forfeited in the financial year that the final vesting
date of that offer has passed, therefore all the remaining options as at 30 June 2022 that have been noted will be forfeited in FY23.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 23
3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
2021 ISSUED PERFORMANCE RIGHTS
1
2
VESTING DATES
Tranche 1 – 31 August 2022
Tranche 2 – 31 August 2023
Tranche 3 and Remainder Performance rights – 31 August 2024
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.84C, BASED ON EARNINGS EXCLUDING THE EFC® INVESTMENT (OPERATING EPS)
TRANCHE 2 TARGET EPS – 10% INCREASE ON OFFER EPS
TRANCHE 3 TARGET EPS – 10% INCREASE ON TRANCHE 2 TARGET EPS
TRANCHE 1
On the Tranche 1 Vesting Date, if the Operating earnings per share (EPS) of the Company as at
30 June 2021 (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 Operating earnings per share (EPS) of the Company as at 3
0 June 2022 (Tranche 2 EPS) is:
(a) at least 10% (but less than 12.5%) higher than the Tranche 2 Target EPS, 50% of the Tranche 2
Performance rights shall Vest; or
(b) at least 12.5% (but less than 15%) higher than the Tranche 2 Target EPS, 75% of the Tranche 2
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 2 Target EPS, 100% of the Tranche 2 Performance rights
shall Vest.
TRANCHE 3
On the Tranche 3 Vesting Date, if the Operating earnings per share (EPS) of the Company as at 30 June
2023 (Tranche 3 EPS) is:
(a) at least 10% (but less than 12.5%) higher than Tranche 3 Target EPS, 50% of the Tranche 3
Performance rights shall Vest; or
(b) at least 12.5% (but less than 15%) higher than the Tranche 3 Target EPS, 75% of the Tranche 3
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 3 Target 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 3 Target EPS.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 24
3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
As well as the above performance rights issued in 2021, on 26 November 2021 the Company also issued performance
rights in addition to prior year’s performance rights issued under the Long-Term Incentive Plan. The Company issued these
additional performance rights to better reflect target EPS values due to the significant increase in investment for EFC®
expansion since the original performance rights were issued. Details of these additional performance rights are shown in
the following two tables.
2021 ISSUED PERFORMANCE RIGHTS – ADDITIONAL 1
1
2
VESTING DATES
Tranche 1 and Remainder Performance rights – 31 August 2022
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.93C, BASED ON EARNINGS EXCLUDING THE EFC® INVESTMENT (OPERATING EPS)
TRANCHE 1A
On the Tranche 1 Vesting Date, if the Operating earnings per share (EPS) of the Company as at 30 June
2022 (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.
ADDITIONAL VESTING TERMS
Any Remainder Performance rights will vest on the Tranche 1 Vesting Date if the Tranche 1 EPS is at
least 20% higher than the Offer EPS.
3
EXPIRY DATE
3 years from the date the Performance rights were issued.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 25
3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
2021 ISSUED PERFORMANCE RIGHTS – ADDITIONAL 2
1
2
VESTING DATES
Tranche 1 – 31 August 2022
Tranche 2 and Remainder Performance rights – 31 August 2023
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.93C, BASED ON EARNINGS EXCLUDING THE EFC® INVESTMENT (OPERATING EPS)
TRANCHE 2 TARGET EPS – 10% INCREASE ON OFFER EPS
TRANCHE 1B
On the Tranche 1 Vesting Date, if the Operating 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 2A
On the Tranche 2 Vesting Date, if the Operating 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 2 Target EPS, 50% of the Tranche 2
Performance rights shall Vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 2 Target EPS, 75% of the Tranche 2
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 2 Target EPS, 100% of the Tranche 2 Performance rights shall
Vest.
ADDITIONAL VESTING TERMS
Any Remainder Performance rights will vest on the Tranche 2 Vesting Date if the Tranche 2 EPS is at
least 20% higher than the Tranche 2 Target EPS.
3
EXPIRY DATE
4 years from the date the Performance rights were issued.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 26
3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
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 value of the performance rights were calculated using the inputs shown below:
2021 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
2021 ISSUED PERFORMANCE RIGHTS - ADDITIONAL
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
TRANCHE 1
TRANCHE 2
TRANCHE 3
26 November 2021
26 November 2021
26 November 2021
$0.00
Refer above
$1.60
$0.00
Refer above
$1.60
$0.00
Refer above
$1.60
26 November 2026
26 November 2026
26 November 2026
5 years
50%
1%
0.963%
5 years
50%
1.7%
0.9631%
5 years
50%
1.7%
0.963%
Black Scholes Model
Black Scholes Model
Black Scholes Model
ADDITIONAL 1
TRANCHE 1A
ADDITIONAL 2
TRANCHE 1B
ADDITIONAL 2
TRANCHE 2A
26 November 2021
26 November 2021
26 November 2021
$0.00
Refer above
$1.60
$0.00
Refer above
$1.60
$0.00
Refer above
$1.60
26 November 2024
26 November 2025
26 November 2025
3 years
50%
1%
0.963%
4 years
50%
1%
0.963%
4 years
50%
1.7%
0.9631%
Black Scholes Model
Black Scholes Model
Black Scholes Model
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 27
3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
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 2 TARGET EPS – 10% INCREASE ON OFFER EPS
TRANCHE 3 TARGET EPS – 10% INCREASE ON TRANCHE 2 TARGET EPS
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 2 Target EPS, 50% of the Tranche 2
Performance rights shall Vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 2 Target EPS, 75% of the Tranche 2
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 2 Target 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 3 Target EPS, 50% of the Tranche 3 Performance
rights shall Vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 3 Target EPS, 75% of the Tranche 3
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 3 Target 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 3 Target EPS.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 28
3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
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 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
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
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 29
3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (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.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 30
3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
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 value of the performance rights were calculated using the inputs shown below:
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
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
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 $115,000 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 $230,000 per annum.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 31
Overview of group performance
5
The relationship between remuneration policy and Group performance is assessed for the current year and the prior four
financial years.
Revenue ($’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 2022
30 JUN 2021
30 JUN 2020
30 JUN 2019
30 JUN 2018
336,851
320,650
45,379
20,965
7,659
0.0
4.1
(101)
48,280
25,398
10,001
0.0
5.3
111
249,668
27,614
8,627
(17)
0.0
(0.0)
(69)
236,888
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)/
6 months (employee’s notice)
Applicable
notice period
588,511
363,650
Fergus Hume
CFO
Unlimited
6 months
Notice period
The salary shown on the following page ‘Details of remuneration’ 7(b) and above for Cameron Coleman differs as there was a
base salary increase only effected late in the current financial year.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 32
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 2022 was:
EXECUTIVE KMP
Cameron Coleman
Fergus Hume
MAXIMUM ‘AT-RISK’
50% of base salary
50% of base salary
% OF MAXIMUM STI
AWARDED/PAYABLE
56.7%
56.7%
% OF STI
FORFEITED
43.3%
43.3%
ESTIMATE OF
MAXIMUM
TOTAL VALUE $
141,744
99,221
(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 2022 & 30 June 2021 are set out in the tables on the
following pages:
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 33
7 Details of remuneration (continued)
(b) Director & executive KMP remuneration (continued)
FINANCIAL YEAR ENDED
30 JUNE 2022
Non-executive Directors
Denis Wagner
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
%
215,000
107,500
107,500
107,500
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
215,000
107,500
107,500
107,500
551,118
141,744
369,525
99,221
12,602
21,808
27,500
27,340
10,779
11,824
58,246
37,004
801,989
566,722
1,458,143 240,965
34,410
54,840
22,603
95,250
1,906,211
–
–
–
–
24.9
24.0
17.6
1 Amount includes the movement in annual leave provision during the year.
2
STI bonus is for performance during the respective financial year using the criteria set out on page 21. STI’s awarded is paid in two equal tranches
over a one-year period, with outstanding amounts forfeited should the employee terminate their contract. The STI will be payable in the 2023
financial year.
3 Amount includes the value of long service leave accrued during the year.
4 This reflects the value of issued performance rights expected to meet the hurdle rates and those that have vested.
FINANCIAL YEAR ENDED
30 JUNE 2021
Non-executive Directors
Denis Wagner
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
PAYMENTS4
$
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 movement in annual leave provision during the year.
2
STI bonus is for performance during the respective financial year using the criteria set out on page 21. 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 This reflects the value of performance rights issued in 2019 & 2020 expected to meet the hurdle rates.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 34
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 2022 financial year, is as follows:
KEY MANAGEMENT PERSON
OPENING 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
PURCHASES
ON MARKET
87,141
–
–
–
–
–
PURCHASES
OFF MARKET
LTI RIGHTS
EXERCISED
SHARE DISPOSALS
CLOSING BALANCE
–
–
–
–
–
–
–
–
–
–
83,834
50,301
–
–
–
–
–
–
36,411,189
36,614,431
50,000
117,713
167,057
52,014
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 2022 (2021: 360,360).
MOVEMENTS
KEY MANAGEMENT PERSON
Cameron Coleman
Fergus Hume
30 JUNE 2021
364,114
218,469
GRANTED
412,388
260,643
EXERCISED
EXPIRED/FORFEITED
30 JUNE 2022
(83,834)
(50,301)
–
–
692,668
428,811
No performance rights were exercisable at 30 June 2022 (2021: 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 2022
$
578,690
365,620
30 JUN 2021
$
310,811
186,486
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 35
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 2022.
(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. The below table summarises transactions with the Group and Directors Denis Wagner, John Wagner, their
related parties & their controlled Companies, there were no other related party transactions with other Directors’ or KMP’s.
DESCRIPTION
Sale of materials and services
On charge of costs processed by the Group
Indemnity of losses on prior onerous contract1
Payments for rent of property and plant3
Payments for material royalties & other
2022
REVENUE/(COST)
$
2022
OWED/(OWING)2
$
2021
REVENUE/(COSTS)
$
2021
OWED/(OWING)
$
6,903,548
1,621,824
1,147,166
62,245
–
–
(5,893,136)
(1,514,871)
–
–
–
109
(1,411,888)
(6,816,840)
–
–
–
(91,328)
(2,480,616)
(197,333)
Totals
(504,459)
1,530,496
(9,562,069)
(135,088)
1
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.
2 Amounts owed/(owing) are sitting within current trade receivables and current trade payables respectively.
3
Payments for rent of property and plant resulted in the following right-of-use assets and lease liabilities being recognised:
30 JUN 2022
$
30 JUN 2021
$
Right-of-use asset
77,813,344
85,462,351
Lease liability
(86,759,240)
(91,282,002)
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 Brisbane, Queensland on 23 August 2022.
REMUNERATION REPORT (AUDITED)WAGNERS | ANNUAL REPORT 2022 36
Auditor’s Independence Declaration
AUDITOR'S INDEPENDENCE DECLARATION
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
Auditor’s Independence Declaration
DECLARATION OF INDEPENDENCE BY C K HENRY TO THE DIRECTORS OF WAGNERS HOLDING
COMPANY LIMITED
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
As lead auditor of Wagners Holding Company Limited for the year ended 30 June 2022, I declare that,
to the best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
DECLARATION OF INDEPENDENCE BY C K HENRY TO THE DIRECTORS OF WAGNERS HOLDING
COMPANY LIMITED
2. No contraventions of any applicable code of professional conduct in relation to the audit.
relation to the audit; and
This declaration is in respect of Wagners Holding Company Limited and the entities it controlled during
As lead auditor of Wagners Holding Company Limited for the year ended 30 June 2022, I declare that,
the period.
to the best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
C K Henry
This declaration is in respect of Wagners Holding Company Limited and the entities it controlled during
Director
the period.
BDO Audit Pty Ltd
Brisbane, 23 August 2022
C K Henry
Director
BDO Audit Pty Ltd
Brisbane, 23 August 2022
Wagners Holding Company Limited | Auditor’s Independence Declaration
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.
Wagners Holding Company Limited | Auditor’s Independence Declaration
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.
WAGNERS | ANNUAL REPORT 2022 CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
37
Revenue from contracts with customers
Other income
Direct material and cartage costs
Employee benefits expense
Depreciation – right-of-use assets
Depreciation and amortisation expense – other
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 before income tax
Income tax expense
Profit 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
NOTE
3(a)
3(b)
4
10(a)
9(a)+11(a)
15
4(b)
16
7(a)
5
19
21
21
30 JUN 2022
$’000
336,851
1,863
30 JUN 2021
$’000
320,650
2,446
(153,734)
(136,326)
(68,325)
(6,498)
(17,916)
(4,408)
(6,097)
(6,690)
(7,952)
(3,278)
(1,367)
(7,120)
(58,505)
(5,875)
(17,007)
(4,208)
(6,742)
(5,390)
(13,869)
(1,619)
(928)
(6,367)
(32,902)
(38,502)
(6,203)
(4,541)
3,252
(512)
(3,963)
10,460
(2,828)
7,632
(6,585)
(4,217)
1,133
(270)
(3,371)
14,448
(4,447)
10,001
(12)
(12)
11
11
7,620
10,012
CENTS
4.1
4.0
CENTS
5.3
5.3
WAGNERS | ANNUAL REPORT 2022for the year ended 30 June 2022 38
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 30 June 2022
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative instruments
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
NOTE
30 JUN 2022
$’000
30 JUN 2021
$’000
6
7
8
16
9
10
11
12
13
14
15
16
17
14
15
16
17
18
19
12,200
64,989
50,340
42
1,005
22,240
50,015
24,308
–
618
128,576
97,181
7
158,590
100,545
2,283
4,456
265,881
394,457
59,309
24,908
7,233
684
71
8,486
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
100,691
72,317
69,388
102,858
–
620
172,866
273,557
120,900
411,564
(354,613)
14
63,935
120,900
62,638
93,269
46
559
156,512
228,829
112,953
410,915
(354,613)
386
56,265
112,953
WAGNERS | ANNUAL REPORT 2022 CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
39
SHARE CAPITAL
$’000
NOTE
PRE IPO
DISTRIBUTIONS TO
RELATED ENTITIES
$’000
RESERVES
$’000
RETAINED
EARNINGS
$’000
TOTAL
$’000
Balance at 30 June 2020
410,915
(354,613)
(159)
46,264
102,407
Profit for the financial year 30 June 2021
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(a)
– New shares issued (net of share issue costs)
–
–
–
–
–
–
–
–
–
–
–
11
11
534
–
10,001
10,001
–
11
10,001
10,012
–
–
534
–
Balance at 30 June 2021
410,915
(354,613)
386
56,265
112,953
Profit for the financial year 30 June 2022
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
– Exercise of employee performance rights
19(a)
18(b),
19(a)
–
–
–
–
649
–
–
–
–
–
Balance at 30 June 2022
411,564
(354,613)
The accompanying notes form part of these financial statements
–
7,632
7,632
(12)
(12)
327
(687)
14
–
(12)
7,632
7,620
–
38
327
–
63,935
120,900
WAGNERS | ANNUAL REPORT 2022for the year ended 30 June 2022 40
CONSOLIDATED STATEMENT
OF CASH FLOWS
NOTE
30 JUN 2022
$’000
30 JUN 2021
$’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
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)
18
22(b)
22(b)
6
354,089
(339,585)
36
1,104
(10,400)
(1,373)
3,871
420
(23,975)
–
(23,555)
26,679
649
(3,148)
(14,555)
9,625
(10,059)
22,240
19
12,200
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
WAGNERS | ANNUAL REPORT 2022for the year ended 30 June 2022 41
1
Statement of Significant Accounting Policies
The consolidated financial statements of Wagners Holding
Company Limited and its subsidiaries (together, the ‘Group’ or
‘Consolidated Entity’) for the year ended 30 June 2022 were
authorised for issue in accordance with a resolution of the
directors on 23 August 2022.
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)
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.
(iii) 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:
ALLOWANCE FOR EXPECTED CREDIT LOSSES
The allowance for expected credit losses assessment for
trade receivables and contract assets requires a degree
of estimation and judgement. It is based on the lifetime
expected credit loss, grouped based on days overdue, and
makes assumptions to allocate an overall expected credit
loss rate for each group. These assumptions include recent
sales experience, historical collection rates, the impact of the
COVID-19 pandemic and forward-looking information that is
available. Refer to note 10 for further information.
ESTIMATION OF USEFUL LIVES OF ASSETS
The consolidated entity determines the estimated useful
lives and related depreciation and amortisation charges for
its property, plant and equipment and finite life intangible
assets. The useful lives could change significantly as a
result of technical innovations or some other event. The
depreciation and amortisation charge will increase where
the useful lives are less than previously estimated lives, or
technically obsolete or non-strategic assets that have been
abandoned or sold will be written off or written down. There
was no adjustment required to the estimated useful lives of
any assets during the financial year (2021: no adjustment).
IMPAIRMENT OF NON-FINANCIAL ASSETS
The consolidated entity assesses impairment of non-financial
assets at each reporting date by evaluating conditions
specific to the consolidated entity and to the particular
asset that may lead to impairment. If an impairment trigger
exists, the recoverable amount of the asset is determined.
This involves fair value less costs of disposal or value-in-use
calculations, which incorporate a number of key estimates
and assumptions including the best estimate of the impacts
of the COVID-19 pandemic using information available at the
reporting date. No impairment indicators were identified.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 42
1 Statement of Significant Accounting Policies (continued)
(a) Basis of preparation (continued)
(iii) Critical accounting estimates and judgements
(continued)
INCREMENTAL BORROWING RATE
Where the interest rate implicit in a lease cannot be readily
determined, an incremental borrowing rate is estimated
to discount future lease payments to measure the present
value of the lease liability at the lease commencement
date. Such a rate is based on what the consolidated entity
estimates it would have to pay a third party to borrow
the funds necessary to obtain an asset of a similar value
to the right-of-use asset, with similar terms, security and
economic environment.
LEASE TERM
In determining the lease term, management considers all
facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination
option. Extension options (or periods after termination
options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
PERFORMANCE RIGHTS
The consolidated entity measures the cost of equity settled
transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted.
The fair value is determined by using the Black Scholes
model while taking into account the terms and conditions
upon which the instruments were granted. The accounting
estimates and assumptions used include share price volatility,
interest rates and vesting periods.
(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.
(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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 43
1 Statement of Significant Accounting Policies (continued)
(c) Revenue recognition (continued)
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:
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.
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.
`
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.
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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 44
1 Statement of Significant Accounting Policies
(d) Financial instruments (continued)
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.
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.
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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 45
1 Statement of Significant Accounting Policies (continued)
(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
5 – 30 years
Plant and equipment
Motor vehicles
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.
(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).
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 46
1 Statement of Significant Accounting Policies (continued)
(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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 47
1 Statement of Significant Accounting Policies (continued)
(iii) Retirement benefit obligations
(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.
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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 48
1 Statement of Significant Accounting Policies (continued)
(r) Borrowings
(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
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.
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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 49
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 2022 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.
1 Statement of Significant Accounting Policies (continued)
(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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 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.
Allocations of assets and liabilities are not separately
identified in internal reporting so are not disclosed in
this note.
50
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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 51
TOTAL
$’000
352,060
(15,208)
336,851
1,863
338,714
20,965
(10,541)
36
(2,828)
7,632
TOTAL
$’000
322,565
(1,915)
320,650
2,446
323,096
25,398
(11,052)
102
(4,447)
10,001
2 Segment reporting (continued)
Reconciliations of reportable segment revenues & profit or loss
YEAR ENDED 30 JUNE 2022
Segment revenue
Inter-segment elimination
CMS
$’000
307,971
(13,753)
CFT
$’000
41,889
(36)
Revenue from contracts with customers
294,218
41,853
Other income
Total revenue for the year
1,595
295,813
–
41,853
EFC®
$’000
377
(189)
188
–
188
CORPORATE
$’000
1,822
(1,230)
592
268
860
Profit/(loss) before interest & income tax
31,858
1,947
(3,205)
(9,635)
Finance costs
Interest income
Income tax expense
Profit for the year
YEAR ENDED 30 JUNE 2021
Segment revenue
Inter-segment elimination
CMS
$’000
289,329
(810)
Revenue from contracts with customers
288,519
Other income
Total revenue for the year
1,278
289,797
CFT
$’000
31,443
(5)
31,438
93
31,531
EFC®
$’000
424
(118)
306
–
306
CORPORATE
$’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
Major customers
The Group has a number of customers to whom it provides both materials and services. The Group supplies two external
customers (2021: three) in the CMS segment who account for 22% of external revenue (2021: 33%).
Geographical information
Refer to note 3(c) for disclosure of geographical information on revenue.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 52
3
Income
(a) Revenue from contracts with customers
Sale of goods
Sale of services
Total revenue from contracts with customers
30 JUN 2022
$’000
244,714
92,137
336,851
30 JUN 2021
$’000
209,548
111,102
320,650
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
Other income
Total other income
(c) Disaggregation of revenue
30 JUN 2022
$’000
30 JUN 2021
$’000
238
1,104
178
343
1,863
443
1,005
159
839
2,446
The Group earns revenue from several geographical location, the net revenue presented below is based on the
selling entity.
AUSTRALIA
– Point-in-time
– Over-time
UNITED STATES OF AMERICA
– Over-time
NEW ZEALAND
– Point-in-time
– Over-time
UNITED KINGDOM
– Point-in-time
PNG & MALAYSIA
– Point-in-time
Total point-in-time
Total over-time
Revenue from contracts
30 JUNE 2022
30 JUNE 2021
CMS
$’000
CFT
$’000
EFC®
$’000
CORPORATE
$’000
CMS
$’000
CFT
$’000
EFC®
$’000
CORPORATE
$’000
292,523
1,560
19,120
16,555
–
–
–
–
135
4,176
1,054
948
–
–
292,658
1,560
17,610
24,243
294,218
41,853
58
–
–
–
–
130
–
188
–
188
592
–
286,469
1,751
17,616
13,086
306
–
–
–
–
–
–
–
–
–
206
455
75
299
–
592
–
592
286,768
1,751
18,071
13,367
288,519
31,438
–
–
–
–
306
–
306
387
–
–
–
–
–
387
–
387
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 53
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)
NOTE
26
30 JUN 2022
$’000
30 JUN 2021
$’000
62,627
5,371
327
53,729
4,242
534
(i) Employee benefits has increased in the period. This excludes the Group's 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.
(b) Net finance costs
Interest income
Interest costs and facility fees
Other finance costs/(income)
30 JUN 2022
$’000
30 JUN 2021
$’000
(36)
4,337
1,796
6,097
(102)
5,798
1,046
6,742
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 54
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)
30 JUN 2022
$’000
30 JUN 2021
$’000
339
–
2,489
2,828
4,452
221
(226)
4,447
(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% (2021: 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
6
Cash and cash equivalents
Cash on hand
Cash at bank
30 JUN 2022
$’000
30 JUN 2021
$’000
10,460
3,138
14,448
4,334
45
254
–
(264)
(345)
62
330
–
(278)
(1)
2,828
4,447
30 JUN 2022
$’000
30 JUN 2021
$’000
8
12,192
12,200
8
22,232
22,240
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 55
30 JUN 2022
$’000
30 JUN 2021
$’000
65,338
(1,161)
64,177
614
198
49,985
(759)
49,226
767
22
64,989
50,015
7
Trade and other receivables
CURRENT
Trade receivables
Provision for expected credit loss of trade receivables
Contract assets (i)
Other receivables
(i) Contract assets has decreased due to the completion of significant contracts in the financial year ended 30 June 2022.
(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 recognised during the year
– Receivables (written off )/recouped during the year as uncollectable
Balance at end of period
30 JUN 2022
$’000
30 JUN 2021
$’000
759
512
(110)
1,161
844
270
(355)
759
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 56
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 2022
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 2021
Current
1 to 30
31 to 60
61 to 90
90+
Contract assets
Balance at end of period
EXPECTED
LOSS RATE
GROSS TRADE RECEIVABLE
AND CONTRACT ASSET
$’000
LOSS ALLOWANCE
$’000
0.5%
1.0%
5.0%
20.0%
50.0%
0%
43,029
18,805
1,994
339
1,171
614
65,952
215
188
100
72
586
–
1,161
EXPECTED
LOSS RATE
GROSS TRADE RECEIVABLE
AND CONTRACT ASSET
$’000
LOSS ALLOWANCE
$’000
0.5%
1.0%
5.0%
20.0%
50.0%
0 %
41,605
5,632
1,283
922
543
767
50,752
183
56
64
184
272
–
759
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 current trade receivables are a
reasonable approximation of the loss rates for the contract assets.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 57
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.
The Group has not adjusted its expected loss rate in the financial year ended 30 June 2022 due to it seeing no current trend
with its customers extending outside payment terms. In addition, the Group foresees continued significant Government
backed spending in the construction and infrastructure sectors in the coming financial periods, particularly in Southeast
Queensland.
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
30 JUN 2022
$’000
30 JUN 2021
$’000
28,343
153
21,844
50,340
11,894
747
11,667
24,308
The Group recognised $109.086 million of inventory through profit or loss for the financial year ending 30 June 2022
(2021: $104.494 million).
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 58
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
30 JUN 2022
$’000
30 JUN 2021
$’000
22,268
(6,416)
15,852
173,413
(83,333)
90,080
58,952
(31,766)
27,186
25,472
22,231
(5,722)
16,509
159,203
(78,059)
81,144
50,422
(24,829)
25,593
18,262
158,590
141,508
FINANCIAL YEAR ENDED 30 JUNE 2022
$’000
Opening net book value
Additions
Transfers from under construction
Transfers between classes
Exchange differences
Depreciation
Disposals
Closing net book value
FINANCIAL YEAR ENDED 30 JUNE 2021
$’000
Opening net book value
Additions
Transfers from under construction
Business combination assets
Depreciation
Disposals
LAND
IMPROVEMENTS &
BUILDINGS
16,509
–
37
–
–
(694)
–
15,852
14,708
2,508
–
–
(707)
–
PLANT &
EQUIPMENT
81,144
5,573
13,078
233
5
(9,865)
(88)
90,080
87,172
3,588
(116)
8
(9,177)
(331)
Closing net book value
16,509
81,144
MOTOR
VEHICLES
25,593
8,543
619
(233)
–
(7,243)
(93)
27,186
30,976
1,968
116
–
(7,005)
(462)
25,593
ASSETS UNDER
CONSTRUCTION
18,262
20,944
(13,734)
–
–
–
–
TOTAL
141,508
35,060
–
–
5
(17,802)
(181)
25,472
158,590
10,846
7,416
–
–
–
–
143,702
15,480
–
8
(16,889)
(793)
18,262
141,508
As at 30 June 2022 the value of the Group’s assets pledged as security was $19,167,347 (2021: $22,521,000).
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 59
30 JUN 2022
$’000
115,731
(15,186)
100,545
30 JUN 2021
$’000
104,315
(10,576)
93,739
30 JUN 2022
$’000
30 JUN 2021
$’000
93,739
2,049
11,255
(6,498)
100,545
92,489
4,719
2,406
(5,875)
93,739
30 JUN 2022
$’000
30 JUN 2021
$’000
2,740
(457)
2,283
2,283
2,740
(338)
2,402
2,402
30 JUN 2022
$’000
30 JUN 2021
$’000
2,402
(119)
2,283
2,521
(119)
2,402
10 Right-of-use assets
Land & buildings
Less accumulated depreciation
Total right-of-use assets
(a) Movements in carrying amounts
LAND & BUILDINGS
Opening net book value 1 July 2021
Additions
Modifications
Depreciation to profit or loss
Closing net book value
11
Intangible assets
LICENCES
Licences — at cost
Less accumulated amortisation
Total intangible assets
(a) Movements in carrying amounts
LICENCES
Opening net book value
Amortisation
Closing net book value
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 60
12 Deferred tax assets and liabilities
(a) Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
$’000
Inventories
Property, plant & equipment
Expected credit loss
Employee benefits
Derivative financial instruments
Provisions
Leases
Contract liabilities
Contract assets
Share based payments
Other items
Deferred tax assets/(liabilities)
Set off deferred taxes
Net deferred tax assets
ASSETS
LIABILITIES
NET ASSETS/(LIABILITIES)
30 JUN
2022
1
–
339
2,901
206
235
33,027
2,036
–
70
465
39,280
(34,824)
4,456
30 JUN
2021
98
–
227
2,444
1,169
799
29,981
839
–
–
879
36,436
(29,491)
6,945
30 JUN
2022
(306)
(3,923)
–
–
(16)
–
30 JUN
2021
(216)
(554)
–
–
(183)
–
(30,163)
(28,122)
–
(224)
–
(192)
(34,824)
34,824
–
–
(230)
–
(186)
(29,491)
29,491
–
30 JUN
2022
(305)
(3,923)
339
2,901
190
235
2,864
2,036
(224)
70
273
4,456
–
4,456
30 JUN
2021
(118)
(554)
227
2,444
986
799
1,859
839
(230)
–
693
6,945
–
6,945
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 61
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 2022
$’000
Inventories
Property, plant & equipment
Expected credit loss
Employee benefits
Derivative financial instruments
Provisions
Leases
Contract liabilities
Contract assets
Share based payments
Other items
Net deferred tax assets
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
OPENING
BALANCE
CHARGED
TO INCOME
CHARGED
TO EQUITY
EXCHANGE
DIFFERENCES
CLOSING
BALANCE
(118)
(554)
227
2,444
986
799
1,859
839
(230)
–
693
6,945
(187)
(3,369)
112
457
(796)
(564)
1,005
1,197
6
70
(420)
(2,489)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(305)
(3,923)
339
2,901
190
235
2,864
2,036
(224)
70
273
4,456
OPENING
BALANCE
CHARGED
TO INCOME
CHARGED
TO EQUITY
EXCHANGE
DIFFERENCES
CLOSING
BALANCE
(195)
1,123
253
1,978
1,146
65
883
500
(297)
1,263
6,719
77
(1,677)
(26)
466
(160)
734
976
339
67
(570)
226
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(118)
(554)
227
2,444
986
799
1,859
839
(230)
693
6,945
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 62
13 Trade and other payables
Trade payables
Contract liabilities1
Sundry payables and accrued expenses2
30 JUN 2022
$’000
30 JUN 2021
$’000
27,457
5,556
26,296
59,309
17,298
3,076
22,703
43,077
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 Precast Concrete division receiving advanced payments as part of a major secured contracts, totalling
$6.000 million respectively. Revenue of $3.076 million was recognised during the year that was in contract liabilities at the beginning of the period
(2021: $nil)
2 The Group's 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 payables
30 JUN 2022
$’000
30 JUN 2021
$’000
5,256
14,702
950
5,388
26,296
6,144
10,013
343
6,203
22,703
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 63
30 JUN 2022
$’000
30 JUN 2021
$’000
15,800
9,108
24,908
64,000
5,388
69,388
79,800
14,496
94,296
–
8,450
8,450
56,500
6,138
62,638
56,500
14,588
71,088
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
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 Group's 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 2022 & 30 June 2021.
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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022
64
15 Lease liabilities
CURRENT
Lease liabilities
NON-CURRENT
Lease liabilities
Total current and non-current lease liabilities
(a) Movements in carrying amounts
LEASE LIABILITIES
Opening net book value 1 July 2021
Additions
Modifications
Interest expense
Lease repayments
Closing net book value
(b) Amounts recognised in profit or loss
Interest expense on lease liabilities
Rent & hire expense — low value assets
Rent & hire expense — short-term
Total
NOTE
30 JUN 2022
$’000
30 JUN 2021
$’000
7,233
6,666
22(b)
102,858
110,091
93,269
99,935
30 JUN 2022
$’000
30 JUN 2021
$’000
99,935
2,049
11,255
4,409
(7,557)
110,091
95,433
4,719
2,406
4,208
(6,831)
99,935
30 JUN 2022
$’000
30 JUN 2021
$’000
4,409
654
5,033
10,096
4,208
407
4,834
9,449
Short term lease commitments are entered into by the Group on a case-by-case basis, as such any commitments outstanding
at the end of the financial year have an insignificant value in total.
(c) Extension options
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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 65
30 JUNE 2022
30 JUNE 2021
NOTE
CURRENT
$'000
NON-CURRENT
$'000
CURRENT
$'000
NON-CURRENT
$'000
42
(256)
(428)
(684)
(642)
3,252
–
–
–
–
–
–
(1,612)
(2,237)
(3,849)
(3,849)
1,133
–
–
(46)
(46)
(46)
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
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 66
17 Provisions
(a) Provision balances
CURRENT
Employee benefits (i)
Other (ii)
NON-CURRENT
Employee benefits (i)
Total Provision
30 JUN 2022
$’000
30 JUN 2021
$’000
7,698
788
8,486
620
9,106
6,501
2,669
9,170
559
9,729
(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.
(b) Movements in provisions
YEAR ENDED 30 JUNE 2022
$’000
Opening balance
Charged to profit or loss
Amounts used during the period
Closing balance
YEAR ENDED 30 JUNE 2021
$’000
Opening balance
Charged to profit or loss
Amounts used during the period
Closing balance
EMPLOYEE BENEFITS
7,060
5,671
(4,413)
8,318
EMPLOYEE BENEFITS
5,710
4,621
(3,271)
7,060
OTHER
2,669
(1,881)
–
788
OTHER
1,147
1,522
–
2,669
TOTAL
9,729
3,790
(4,413)
9,106
TOTAL
6,857
6,143
(3,271)
9,729
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 67
18
Issued capital
(a) Share capital
Ordinary shares
187,618,665
187,196,887
411,564
410,915
30 JUN 2022
SHARES
30 JUN 2021
SHARES
30 JUN 2022
$’000
30 JUN 2021
$’000
(b) Movement in share capital
DATE
DETAILS
NO. OF SHARES
$’000
1 July 2020
30 June 2021
Opening balance
Closing balance
21 December 2021
Shares issued to Wagners’ Employee Share Trust1
30 June 2022
Closing balance
187,196,887
187,196,887
421,778
187,618,665
410,915
410,915
649
411,564
1
Shares were issued to Wagners’ Employee Share Trust for vested performance rights under the Long-Term Incentive Plan, the share values were
calculated at the prior closing price of the date of issue.
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 2,280,060 performance rights on 26 November 2021 (2021: 1,216,458) 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.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as
total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the consolidated entity may
adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce
debt. The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current company's share price at the time of the investment.
The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in all capital
risk management decisions. There have been no events of default on the financing arrangements during the financial year. The
consolidated entity monitors capital to ensure it maintains compliance with its various financial covenants. Refer to note 14 for
a summary of existing financial covenants for the debt facilities.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 68
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
Payments to employee share trust for vested performance rights (net of tax)
Transfer exercised performance rights balance to retained earnings
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
30 JUN 2022
$’000
30 JUN 2021
$’000
286
(272)
14
646
(260)
386
30 JUN 2022
$’000
30 JUN 2021
$’000
646
327
(650)
(37)
286
(260)
(12)
(272)
112
534
–
–
646
(271)
11
(260)
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).
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 69
20 Dividends
(a) Dividends paid
There were no dividends paid in both the current and prior financial years ended 30 June 2022 & 30 June 2021 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 $14.093 million
(2021: $11.328 million). This balance includes adjustments made for franking credits arising from the payment of estimated
provision for 2022 income tax.
21 Earnings per share
EARNINGS USED IN CALCULATING EARNINGS PER SHARE
30 JUN 2022
$’000
30 JUN 2021
$’000
Profit attributable to the ordinary equity holders of the Company
7,632
10,001
WEIGHTED AVERAGE NUMBER OF SHARES USED AS DENOMINATOR
30 JUN 2022
NO. ’000
30 JUN 2021
NO. ’000
Weighted average number of ordinary shares used in calculating basic earnings per share
187,417,598
187,196,887
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
3,731,833
1,873,553
191,149,431
189,070,440
30 JUN 2022
CENTS
30 JUN 2021
CENTS
4.1
4.0
5.3
5.3
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 70
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
30 JUN 2022
$’000
30 JUN 2021
$’000
7,632
10,001
17,802
6,498
119
(3,252)
(238)
(360)
(6)
(14,971)
(386)
(26,032)
16,233
(1,034)
2,489
(623)
3,871
16,888
5,875
119
(1,133)
(443)
534
–
5,568
(45)
(2,553)
11,551
4,091
(226)
2,873
53,100
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 71
TOTAL
174,918
23,300
(17,703)
14,464
(3,211)
13,304
205,072
TOTAL
187,151
3,845
(21,854)
(1,349)
7,125
22 Cash flow information (continued)
(b) Reconciliation of financial liabilities to cash flows from financing activities
YEAR ENDED 30 JUNE 2022
$’000
Opening balance
Cash inflows
Cash outflows
Non-cash flows in financial liabilities
Chattel mortgage contracts
Fair value change in derivatives
Lease liability changes
Closing balance
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
LEASE LIABILITIES
CHATTEL
MORTGAGES
FINANCE FACILITY
99,935
–
14,588
–
(3,148)
(14,555)
–
–
13,304
110,091
14,464
–
–
14,497
79,800
DERIVATIVES
HELD TO HEDGE
BORROWINGS
3,895
–
–
–
(3,211)
–
684
56,500
23,300
–
–
–
–
LEASE LIABILITIES
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
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 72
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 2022
Interest rate swap contracts
Foreign exchange forward contracts
AS AT 30 JUNE 2021
Interest rate swap contracts
Foreign exchange forward contracts
NOTE
16
16
16
16
LEVEL1
$’000
–
–
–
–
–
–
LEVEL 2
$’000
(428)
(214)
(642)
(2,283)
(1,612)
(3,895)
LEVEL 3
$’000
–
–
–
–
–
–
TOTAL
$’000
(428)
(214)
(642)
(2,283)
(1,612)
(3,895)
There were no transfers between fair value hierarchies during the current and previous financial years.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 73
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 minimize 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 two key customers (2021: three), which
accounted for 22% of revenue for the financial year ended 30 June 2022 (2021: 33%). 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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 74
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.
AS AT 30 JUNE 2022
Trade and other payables
Derivative financial liabilities
Chattel mortgages
Finance facility
Lease liabilities
AS AT 30 JUNE 2021
Trade and other payables
Derivative financial liabilities
Chattel mortgages
Finance facility
Lease liabilities
WITHIN 1 YEAR
$’000
1 TO 5 YEARS
$’000
OVER 5 YEARS
$’000
59,309
684
9,300
15,800
7,365
92,458
–
–
5,551
64,000
27,662
97,213
43,077
3,849
8,450
–
6,791
62,167
–
46
6,138
56,500
23,025
85,709
154,355
154,355
189,382
344,026
TOTAL
$’000
59,309
684
14,851
79,800
TOTAL
$’000
43,077
3,895
14,588
56,500
–
–
–
–
–
–
–
–
149,903
149,903
179,719
297,779
WITHIN 1 YEAR
$’000
1 TO 5 YEARS
$’000
OVER 5 YEARS
$’000
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 75
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 2022
AS AT 30 JUNE 2021
DRAWN
$’000
15,800
64,000
79,800
AVAILABLE
$’000
200
20,000
20,200
DRAWN
$’000
–
56,500
56,500
AVAILABLE
$’000
–
44,500
44,500
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 2022 62.7% (2021: 88.5%) 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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 76
24 Financial risk management (continued)
(c) Market risk (continued)
(i) Interest rate risk (continued)
Interest rate swaps (continued)
At the end of the reporting period, the Group had the following outstanding interest rate swap contracts:
NOTIONAL PRINCIPAL AMOUNT
30 JUN 2022
$’000
30 JUN 2021
$’000
INTEREST RATES
Interest rate swaps
50,000
50,000
3.78%
This interest rate swap expired in July 2022.
SENSITIVITY ANALYSIS
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 2022
$’000
30 JUN 2021
$’000
333
(333)
364
(364)
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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 77
24 Financial risk management (continued)
(c) Market risk (continued)
(ii) Foreign exchange risk (continued)
Foreign exchange forward contracts (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 2022
$
30 JUN 2021
$
30 JUN 2022
$
30 JUN 2021
$
17,010
4,500
21,510
21,220
3,750
24,970
0.7367
0.7324
0.7358
0.7299
0.7801
0.7370
NOTIONAL AMOUNT
AVERAGE EXCHANGE RATES
30 JUN 2022
$
30 JUN 2021
$
30 JUN 2022
$
30 JUN 2021
$
20,500
4,500
25,000
12,750
3,000
15,750
0.7355
0.7256
0.7337
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 2022
$’000
30 JUN 2021
$’000
1,500
(3,396)
1,186
(1,313)
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 2022.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 78
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
30 JUN 2022
$
30 JUN 2021
$
1,733,518
1,608,636
54,840
22,603
–
95,250
50,000
12,728
–
160,063
1,906,211
1,831,427
Further disclosures relating to key management personnel compensation are set out in the Remuneration report, which
can be found on pages 19 to 35 of the Directors’ Report.
No loans have been provided to key management personnel by the Group throughout the financial year.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 79
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:
2022
2021
DESCRIPTION
REVENUE/(COSTS)
$
OWED/(OWING)2
$
REVENUE/(COSTS)
$
OWED/(OWING)
$
Sale of materials and services
6,903,548
1,621,824
1,147,166
62,245
On charge of costs processed by the Group
Indemnity of losses on onerous contract1
Payments for rent of property and plant3
Payments for material royalties & other
Totals
–
–
(5,893,136)
(1,514,871)
–
–
–
109
(1,411,888)
(6,816,840)
–
–
–
(91,328)
(2,480,616)
(197,333)
(504,459)
1,530,496
(9,562,069)
(135,088)
1
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.
2 Amounts owed/(owing) are sitting within current trade receivables and current trade payables respectively.
3
Payments for rent of property and plant resulted in the following right-of-use assets and lease liabilities being recognised:
30 JUN 2022
$
30 JUN 2021
$
Right-of-use asset
77,813,344
85,462,351
Lease liability
(86,759,240)
(91,282,002)
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 80
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.
(a) Expenses recognised through profit or loss
The total expense for share based payment recognised through Profit or Loss for the financial year 30 June 2022 was
$327,036 (2021: $534,375). 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.
(b) Overall performance rights movements
Details of performance rights issued, exercised and expired during the financial year are set out below:
MOVEMENTS
CALENDAR
YEAR
ISSUED
2021
2021
2021
2021
2021
2021
2020
2020
2020
2019
2019
2019
TRANCHE
VESTING DATE
VESTING
CONDITIONS
PERFORMANCE
PERIOD1
1 JULY 2021
ISSUED
EXERCISED
EXPIRED/
FORFEITED2
30 JUNE 2022
1
2
3
1A
1B
2A
1
2
3
1
2
3
31 August 2022
FY22 EPS
1 year
31 August 2023
FY23 EPS
2 years
31 August 2024
FY24 EPS
3 years
31 August 2022
FY22 EPS
31 August 2022
FY22 EPS
1 year
1 year
31 August 2023
FY23 EPS
2 years
31 August 2021
FY21 EPS
1 year
31 August 2022
FY22 EPS
2 years
31 August 2023
FY23 EPS
3 years
31 August 2020
FY20 EPS
1 year
31 August 2021
FY21 EPS
2 years
31 August 2022
FY22 EPS
3 years
–
–
–
–
–
–
276,095
276,095
276,095
438,064
405,486
608,225
–
–
–
–
–
–
405,486
405,486
405,486
219,031
219,031
219,031
–
–
–
–
–
–
(202,747)
–
–
–
(219,031)
–
1,873,551
2,280,060 (421,778)
–
–
–
–
–
–
–
–
–
–
–
–
–
276,095
276,095
276,095
438,064
405,486
608,225
202,739
405,486
405,486
219,031
–
219,031
3,731,833
1
2
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.
Where performance rights have not met all vesting conditions, they will be forfeited in the financial year that the final vesting date has passed –
remaining performance rights as at 30 June 2022 that were issued in calendar year 2019 will be forfeited in FY23.
The weighted average remaining contractual life of performance rights outstanding at the end of the year was 3.4 years.
The performance options outstanding have no exercise price.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 81
26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values
2020 ISSUED PERFORMANCE RIGHTS
1
2
VESTING DATES
Tranche 1— 31 August 2022
Tranche 2 — 31 August 2023
Tranche 3 and Remainder Performance rights — 31 August 2024
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.84C, BASED ON EARNINGS EXCLUDING THE EFC® INVESTMENT (OPERATING EPS)
TRANCHE 2 TARGET EPS — 10% INCREASE ON OFFER EPS
TRANCHE 3 TARGET EPS — 10% INCREASE ON TRANCHE 2 TARGET EPS
TRANCHE 1
On the Tranche 1 Vesting Date, if the Operating earnings per share (EPS) of the Company as at
30 June 2021 (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 Operating earnings per share (EPS) of the Company as at
30 June 2022 (Tranche 2 EPS) is:
(a) at least 10% (but less than 12.5%) higher than the Tranche 2 Target EPS, 50% of the Tranche 2
Performance rights shall Vest; or
(b) at least 12.5% (but less than 15%) higher than the Tranche 2 Target EPS, 75% of the Tranche 2
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 2 Target EPS, 100% of the Tranche 2 Performance rights
shall Vest.
TRANCHE 3
On the Tranche 3 Vesting Date, if the Operating earnings per share (EPS) of the Company as at
30 June 2023 (Tranche 3 EPS) is:
(a) at least 10% (but less than 12.5%) higher than Tranche 3 Target EPS, 50% of the Tranche 3
Performance rights shall Vest; or
(b) at least 12.5% (but less than 15%) higher than the Tranche 3 Target EPS, 75% of the Tranche 3
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 3 Target 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 3 Target EPS.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 82
26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values (continued)
As well as the above performance rights issued in 2021, on 26 November 2021 the Company also issued performance rights
in addition to prior years options issued under the Long-Term Incentive Plan. The Company issued these additional options
to better reflect target EPS values due to the significant increase in investment for EFC® expansion since the original
options were issued. Details of these additional options are shown in the following two tables.
2021 ISSUED PERFORMANCE RIGHTS – ADDITIONAL 1
1
2
VESTING DATES
VESTING CONDITIONS
Tranche 1 and Remainder Performance rights — 31 August 2022
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.93C,
BASED ON EARNINGS EXCLUDING THE EFC® INVESTMENT (OPERATING EPS)
TRANCHE 1A
On the Tranche 1 Vesting Date, if the Operating earnings per share (EPS) of the Company as at
30 June 2022 (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.
ADDITIONAL VESTING TERMS
Any Remainder Performance rights will vest on the Tranche 1 Vesting Date if the Tranche 1 EPS
is at least 20% higher than the Offer EPS.
3
EXPIRY DATE
3 years from the date the Performance rights were issued.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 83
26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values (continued)
2021 ISSUED PERFORMANCE RIGHTS – ADDITIONAL 2
1
2
VESTING DATES
Tranche 1 — 31 August 2022
Tranche 2 and Remainder Performance rights — 31 August 2023
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.93C,
BASED ON EARNINGS EXCLUDING THE EFC® INVESTMENT (OPERATING EPS)
TRANCHE 2 TARGET EPS — 10% INCREASE ON OFFER EPS
TRANCHE 1B
On the Tranche 1 Vesting Date, if the Operating 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 2A
On the Tranche 2 Vesting Date, if the Operating 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 2 Target EPS, 50% of the Tranche 2
Performance rights shall Vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 2 Target EPS, 75% of the Tranche 2
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 2 Target EPS, 100% of the Tranche 2 Performance rights
shall Vest.
ADDITIONAL VESTING TERMS
Any Remainder Performance rights will vest on the Tranche 1 Vesting Date if the Tranche 1 EPS
is at least 20% higher than the Offer EPS.
3
EXPIRY DATE
4 years from the date the Performance rights were issued.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 84
26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values (continued)
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 value of the performance rights were calculated using the inputs shown below:
2021 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
2021 ISSUED PERFORMANCE RIGHTS – ADDITIONAL
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
TRANCHE 1
TRANCHE 2
TRANCHE 3
26 November 2021
26 November 2021
26 November 2021
$0.00
Refer above
$1.60
$0.00
Refer above
$1.60
$0.00
Refer above
$1.60
26 November 2026
26 November 2026
26 November 2026
5 years
50%
1%
0.963%
5 years
50%
1.7%
0.9631%
5 years
50%
1.7%
0.963%
Black Scholes Model
Black Scholes Model
Black Scholes Model
ADDITIONAL 1
TRANCHE 1A
ADDITIONAL 2
TRANCHE 1B
ADDITIONAL 2
TRANCHE 2A
26 November 2021
26 November 2021
26 November 2021
$0.00
Refer above
$1.60
$0.00
Refer above
$1.60
$0.00
Refer above
$1.60
26 November 2024
26 November 2025
26 November 2025
3 years
50%
1%
0.963%
4 years
50%
1%
0.963%
4 years
50%
1.7%
0.9631%
Black Scholes Model
Black Scholes Model
Black Scholes Model
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 85
26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values (continued)
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 2 TARGET EPS — 10% INCREASE ON OFFER EPS
TRANCHE 3 TARGET EPS — 10% INCREASE ON TRANCHE 2 TARGET EPS
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 2 Target EPS, 50% of the Tranche 2
Performance rights shall Vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 2 Target EPS, 75% of the Tranche 2
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 2 Target 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 3 Target EPS, 50% of the Tranche 3
Performance rights shall Vest; or
(b) at least 10% (but less than 15%) higher than the Tranche 3 Target EPS, 75% of the Tranche 3
Performance rights shall Vest; or
(c) at least 15% higher than the Tranche 3 Target 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 3 Target EPS.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 86
26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values (continued)
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 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
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
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 87
26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values (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:
(d) at least 10% (but less than 12.5%) higher than Amended EPS, 50% of the Tranche 3 Performance
rights shall Vest; or
(e) at least 12.5% (but less than 15%) higher than the Amended EPS, 75% of the Tranche 3
Performance rights shall Vest; or
at least 15% higher than the Amended
(f )
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.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 88
26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values (continued)
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 value of the performance rights were calculated using the inputs shown below:
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
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
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 89
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
COUNTRY OF
INCORPORATION
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Malaysia
Malaysia
EQUITY HOLDING
30 JUNE 2022
%
30 JUNE 2021
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
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
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%
100%
100%
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 90
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
30 JUN 2022
$’000
30 JUN 2021
$’000
4,432
1,986
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
OTHER ASSURANCE SERVICES
NON-AUDIT SERVICES
Taxation services — BDO (Services) Pty Ltd
Total non-audit services
30 JUN 2022
$
30 JUN 2021
$
253,392
253,392
4,500
8,515
8,515
250,719
250,719
–
–
–
Total amount paid or payable to auditor
266,407
250,719
31 Deed of cross guarantee
Wagners Holding Company Limited, Wagners Australian Operations Pty Ltd, Wagners Cement Pty Ltd, Wagners CFT
Manufacturing Pty Ltd, Wagners Concrete Pty Ltd, Wagners Industrial Services Pty Ltd, Wagner Investments Pty Ltd, Wagners
Quarries Pty Ltd, Wagners Queensland Pty Ltd and Wagners Transport Pty Ltd are parties to a deed of cross guarantee under
which each company guarantees the debts of the others. By entering into the deed, the wholly-owned entities have been
relieved from the requirement to prepare a financial report and directors’ report under ASIC Corporations (Wholly-owned
Companies) Instrument 2016/785.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 91
31 Deed of cross guarantee (continued)
(a) Consolidated statement of comprehensive income and summary of movements
in consolidated retained earnings
The above companies represent a 'closed group' for the purposes of the instrument. Set out below is a consolidated
statement of comprehensive income and a summary of movements in consolidated retained earnings for the year ended
30 June 2022 of the closed group consisting of the Companies listed above.
Revenue from contracts with customers
Other income
Direct material and cartage costs
Employee benefits expense
Depreciation – right-of-use assets
Depreciation and amortisation expense - other
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 before income tax
Income tax expense
Profit for the period
Other comprehensive income (net of tax)
Items that may be reclassified to profit or loss
None
Total comprehensive income for the period
Summary of movement in consolidated retained earnings
Retained earnings at the beginning of the financial year
Profit for the year
Transfer exercised performance rights balance to retained earnings
Retained earnings at the end of the financial year
30 JUN 2022
$’000
329,808
1,193
(149,036)
(65,937)
(6,340)
(17,830)
(4,405)
(6,181)
(6,650)
(7,586)
(2,740)
(800)
(6,945)
(32,444)
(5,744)
(4,538)
3,252
(483)
(3,243)
13,351
(3,726)
9,625
–
9,625
57,468
9,625
37
67,130
30 JUN 2021
$’000
319,190
1,371
(135,379)
(56,700)
(5,783)
(16,937)
(4,201)
(6,697)
(5,376)
(13,501)
(1,535)
(444)
(6,223)
(38,113)
(6,403)
(4,213)
1,133
(270)
(3,229)
16,690
(5,029)
11,661
–
11,661
45,807
11,661
–
57,468
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 92
31 Deed of cross guarantee (continued)
(b) Consolidated balance sheet
Set out below is a consolidated balance sheet as at 30 June 2022 of the closed group consisting of the Companies as
previously mentioned.
30 JUN 2022
$’000
30 JUN 2021
$’000
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative instruments
Other assets
Total Current Assets
NON-CURRENT 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
9,717
89,651
47,615
42
986
148,011
136,667
100,545
2,283
3,794
243,289
391,300
58,049
24,908
7,233
684
103
8,474
99,451
69,388
102,858
–
620
172,866
272,317
118,983
411,564
(360,448)
737
67,130
118,983
20,970
50,342
24,216
–
610
96,138
137,239
93,739
2,402
6,339
239,719
335,857
41,283
8,450
6,666
3,849
1,108
8,957
70,313
62,638
93,269
46
559
156,512
226,825
109,032
410,915
(360,448)
1,097
57,468
109,032
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 93
32 Parent entity financial information
The following information has been extracted from the books and records of the parent, Wagners Holding Company Ltd,
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
30 JUN 2022
$’000
30 JUN 2021
$’000
42
130,183
130,225
21,030
6,848
27,878
411,564
(355,010)
324
45,469
102,347
141
127,677
127,818
19,529
6,071
25,600
410,915
(355,010)
646
45,667
102,218
(198)
(198)
(526)
(526)
The parent entity does not have any contingent assets or liabilities as at 30 June 2022.
(b) Guarantees entered into by the parent entity
There are cross guarantees given by Wagners Holding Company Limited as described in note 31. No deficiencies of assets
exist in any of these companies.
(c) Contractual commitments for the acquisition of property, plant or equipment
The parent entity had $3.847 million of contractual commitments for the acquisition of property, plant or equipment
(2021: $nil).
33 Events occurring after the reporting period
To the Directors' best knowledge, there has not arisen in the interval between 30 June 2022 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 continues, between 30 June 2022 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 the pandemic the Group will
continue to monitor the unfolding situation and adjust operations for minimal impacts where required.
WAGNERS | ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the year ended 30 June 2022 94
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 37 to 93, 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 2022 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 2022.
MR DENIS WAGNER
Chairman
Dated at Brisbane, Queensland
on 23 August 2022.
WAGNERS | ANNUAL REPORT 2022
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
95
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 2022, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial report, including a summary of significant accounting policies
and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a
UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
Page | 102
WAGNERS | ANNUAL REPORT 2022
96
Revenue recognition and measurement
Revenue recognition and measurement
Key audit matter
Key audit matter
How the matter was addressed in our audit
How the matter was addressed in our audit
• The Group’s disclosures about revenue
• The Group’s disclosures about revenue
recognition are included in Note 1(c)
recognition are included in Note 1(c)
and Note 3, which details the
and Note 3, which details the
accounting policies applied and
accounting policies applied and
disclosures relating to AASB 15
disclosures relating to AASB 15
Revenue from Contracts with
Revenue from Contracts with
Customers
Customers
• The assessment of revenue recognition
• The assessment of revenue recognition
was significant to our audit because
was significant to our audit because
revenue is a material balance in the
revenue is a material balance in the
financial statements for the year
financial statements for the year
ended 30 June 2022
ended 30 June 2022
• The assessment of revenue recognition
• The assessment of revenue recognition
and measurement required significant
and measurement required significant
auditor effort
auditor effort
Our procedures included, amongst others:
Our procedures included, amongst others:
• Assessing the revenue recognition policy for
• Assessing the revenue recognition policy for
compliance with AASB 15 Revenue from Contracts
compliance with AASB 15 Revenue from Contracts
with Customers
with Customers
• Documenting the processes and assessing the
• Documenting the processes and assessing the
internal controls relating to revenue processing and
internal controls relating to revenue processing and
recognition
recognition
• Tracing a sample of revenue transactions to
• Tracing a sample of revenue transactions to
supporting documentation
supporting documentation
•
•
Performing detailed substantive analytical
Performing detailed substantive analytical
procedures on the yearly sales for each material
procedures on the yearly sales for each material
component
component
• Assessing the adequacy of the Group's disclosures
• Assessing the adequacy of the Group's disclosures
within the financial statements
within the financial statements
Other information
Other information
The directors are responsible for the other information. The other information comprises the
The directors are responsible for the other information. The other information comprises the
information contained in the Directors’ Report for the year ended 30 June 2022, but does not include
information contained in the Directors’ Report for the year ended 30 June 2022, but does not include
the financial report and our auditor’s report thereon, which we obtained prior to the date of this
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.
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
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
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
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
with the financial report or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
misstated.
If, based on the work we have performed on the other information that we obtained prior to the date
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,
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.
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
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
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
corrected, we will seek to have the matter appropriately brought to the attention of users for whom
our report is prepared.
our report is prepared.
Responsibilities of the directors for the Financial Report
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
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
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
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
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
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
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
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
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.
approved under Professional Standards Legislation.
Page | 103
Page | 103
WAGNERS | ANNUAL REPORT 2022
97
In preparing the financial report, the directors are responsible for assessing the ability of the group to
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
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
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
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
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
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
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
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:
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
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
This description forms part of our auditor’s report.
Report on the Remuneration Report
Report on the Remuneration Report
Opinion on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 17 to 35 of the directors’ report for the
We have audited the Remuneration Report included in pages 17 to 35 of the directors’ report for the
year ended 30 June 2022.
year ended 30 June 2022.
In our opinion, the Remuneration Report of Wagners Holding Company Limited, for the year ended 30
In our opinion, the Remuneration Report of Wagners Holding Company Limited, for the year ended 30
June 2022, complies with section 300A of the Corporations Act 2001.
June 2022, complies with section 300A of the Corporations Act 2001.
Responsibilities
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
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
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
Australian Auditing Standards.
BDO Audit Pty Ltd
BDO Audit Pty Ltd
C K Henry
C K Henry
Director
Director
Brisbane, 23 August 2022
Brisbane, 23 August 2022
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
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
UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
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
approved under Professional Standards Legislation.
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.
Page | 104
Page | 104
WAGNERS | ANNUAL REPORT 2022
98
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 2022 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
UNITS
% OF ISSUED CAPITAL
1,247
2,112
898
1,064
85
668,254
5,900,802
6,754,219
27,804,180
146,491,210
0.36
3.15
3.60
14.82
78.08
-0.01
5,406
187,618,665
100.00
Shares and Voting Rights
All 187,618,665 shares in the Company are ordinary shares, held by 5,406 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 2022
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
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
103,113,408
103,248,014
102,957,631
102,957,631
14,201,056
10,059,869
55%
55.15%
55%
55%
7.58%
5.362%
Paradice Investment Management Pty Ltd and David Paradice
18 November 2020
Unmarketable Parcels
Minimum $ 500.00 parcel at $ 0.8150 per unit
614
748
235,295
MINIMUM PARCEL SIZE
HOLDERS
UNITS
WAGNERS | ANNUAL REPORT 2022 ADDITIONAL
INFORMATION
top 20 shareholders
RANK
NAME
1
1
1
1
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
DENIS PATRICK WAGNER
JOHN HENRY WAGNER
JOSEPH DOYLE WAGNER
NEILL THOMAS WAGNER
WAGNER PROPERTY OPERATIONS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
ITA VERO PTY LTD
ARCHERFIELD AIRPORT CORPORATION PTY LTD
BRAZIL FARMING PTY LTD
NETWEALTH INVESTMENTS LIMITED
JOHN WAGNER INVESTMENTS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
DENIS WAGNER INVESTMENTS PTY LTD
NEILL WAGNER INVESTMENTS PTY LTD
MR KEVIN JOHN CAIRNS + MRS CATHERINE VALERIE CAIRNS
JOE WAGNER INVESTMENTS PTY LTD
GEAT INCORPORATED
WAGNER SUBSIDIARY PTY LTD
99
UNITS
% UNITS
21,321,928
21,321,928
21,321,928
21,321,928
14,201,056
11,743,157
7,984,138
3,100,000
1,200,000
1,195,716
1,103,771
1,091,447
910,221
833,932
801,064
801,064
700,000
642,643
540,914
540,645
11.36
11.36
11.36
11.36
7.57
6.26
4.26
1.65
0.64
0.64
0.59
0.58
0.49
0.44
0.43
0.43
0.37
0.34
0.29
0.29
Total Top 20 holders of ORDINARY FULLY PAID SHARES
Total Remaining Holders Balance
132,677,480
54,941,185
70.72
29.28
UNQUOTED OPTIONS
There are 12 holders of 3,774,779 unvested unquoted options.
Corporate Governance Statement
The Company's Corporate Governance Statement for the financial year ended 30 June 2022 is available to download and
access from https://investors.wagner.com.au/corporate-governance
WAGNERS | ANNUAL REPORT 2022 100
CORPORATE
DIRECTORY
Company secretary
Karen Brown
Registered office
Level 10, 12 Creek Street,
Brisbane QLD 4000
1300 138 991
+61 3237 5999
Principal place of business
11 Ballera Court,
1511 Toowoomba-Cecil Plains Road
Wellcamp QLD 4350
+61 7 4637 7777
Share registry
Computershare Investor Services Ltd
Level 1, 200 Mary Street
Brisbane QLD 4000
1800 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Auditor
BDO Audit Pty Ltd
Level 10, 12 Creek Street
Brisbane QLD 4000
Solicitors
McCullough Robertson Lawyers
Level 11, 66 Eagle Street
Brisbane QLD 4000
Bankers
National Australia Bank Limited
HSBC Bank Australia Limited
Australian and New Zealand Banking Group Limited
securities exchange
Wagners Holding Company Limited shares
are listed on the ASX (code: WGN)
www.wagner.com.au
WAGNERS | ANNUAL REPORT 2022 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