ANNUAL REPORT
2023
INNOVATIVE | INTEGRATED | INTERNATIONAL
1
INSIDE
THIS REPORT
This annual report gives a summary of Wagners’ business
activities and financial results for FY23. It is presented for
the information of our shareholders and other stakeholders
interested in the company’s key achievements.
ABOUT WAGNERS
CHAIRMAN’S REVIEW
VALUE PROPOSITION
MANAGING DIRECTOR’S UPDATE
FY23 KEY FACTS & FIGURES
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
AUDITOR’S INDEPENDENCE DECLARATION
WAGNERS HOLDING COMPANY LIMITED ABN 49 622 632 848
2
3
4
5
6
8
25
36
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
37
38
39
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
41
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
ADDITIONAL INFORMATION
CORPORATE DIRECTORY
94
95
99
101
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
WAGNERS ANNUAL REPORT 2023
ABOUT
WAGNERS
ESTABLISHED IN 1989 IN TOOWOOMBA,
QUEENSLAND, WAGNERS IS NOW AN
ASX-LISTED, DIVERSIFIED PROVIDER OF
CONSTRUCTION MATERIALS AND SERVICES.
WE ARE INNOVATIVE, INTEGRATED AND
OPERATE INTERNATIONALLY.
Through our innovation, we have developed new
technologies. Our Earth Friendly Concrete® and composite
products deliver bespoke solutions for our customers while
reducing the impact on the environment. We are always
seeking ways to differentiate our business, be more efficient,
safer and environmentally responsible.
Wagners' vertically integrated business model provides
security of supply and increased margins for the businesses
while enabling a broad service offering to customers.
Our vertical integration sees separate specialist divisions
connected to support and supply materials and services
on a timely and cost efficient and competitive basis.
Wagners has established itself as an international supplier
of construction materials and services. Utilising our expertise
and experience, our construction materials and services
business has the ability to deliver major projects, globally.
We also now have manufacturing facilities in the US for
our US CFT operations, and the UK for our EFC® business.
CONSTRUCTION MATERIALS AND SERVICES (CMS)
Wagners CMS segment supplies a range of construction
materials and services to the construction, infrastructure and
resources industries through the following businesses:
` Cement
` Concrete
` Flyash
` Aggregates
` Precast concrete
` Reinforcing steel
` Bulk haulage services
` Engineering solutions
COMPOSITE FIBRE TECHNOLOGIES (CFT)
CFT products, designed by Wagners, are durable construction
materials that are used as substitutes for other building materials,
for example, steel, aluminium and timber. It is lightweight,
resistant to rust, corrosion and chemical attack as well as
saving hardwood resources. Our CFT products are increasingly
being specified in Australia and overseas, particularly the US,
for boardwalks, bridges, walkways, marinas and as cross-arms
and poles for electrical distribution networks. Wagners has CFT
manufacturing facilities in Australia and the US.
EARTH FRIENDLY CONCRETE® (EFC®)
EFC®, developed by Wagners, is a class of zero cement concrete
based on geopolymer technology. 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). The use of EFC® significantly
reduces carbon emissions compared to concrete produced with
Ordinary Portland Cement. It also has superior performance and
durability compared to conventional concrete. Wagners has EFC®
manufacturing facilities in Australia and the UK.
2 | 3
CHAIRMAN’S
REVIEW
I would like to acknowledge all shareholders and stakeholders
of Wagners Holding Company Limited for your support and
persistence during 2023. The first half was extremely challenging,
which resulted in a detailed strategic review of all business
operations, which remains ongoing. We have however enjoyed
a significantly improved second half.
Our position with EFC® is to reduce the ongoing investment
until such time as the market demand for the benefits our
technology provides is taken up. As mentioned previously,
we have an unwavering confidence and a real commitment
to the technology and our strategy is to hold it until the market
supports it.
The construction materials industry has seen changes in both
leadership and practices. These changes bode well for the long
term sustainability of the sector. The industry in south east
Queensland has a long pipeline ahead and it is imperative that
we can adequately service the ongoing demand for our products
and meet the need to build infrastructure for the future.
Our Composite Fibre Technologies business has enjoyed
success in bringing new products to market. We now have a
good pipeline and order book for utility poles and will enhance
our production capability through FY24. Our strategy with
CFT is to grow the market for existing products and focus
on manufacturing and production efficiencies.
We have enjoyed success in growing revenue from each business
unit and the work done in FY23 will give us a great platform for
the next 12 months. Our construction materials business and
project services division is expected to deliver strong results
going forward.
This said, some challenges are still evident in some of our
businesses. There are ongoing difficulties in the labour market,
an issue faced by almost every employer in the country. We
are working hard to ensure that our training and development
programs for our employees and staff are relevant and will
ultimately enhance our capability and capacity.
Another challenge we face is the acceptance of our zero
cement Earth Friendly Concrete® (EFC®). We have invested
significant time and resources into this technology over many
years. We have absolute confidence in the technology, it is the
only zero cement concrete that has been proven in large scale
commercial applications in the world. It is a technology that
has real potential to make a huge reduction in carbon output,
reducing the CO2 footprint by over 80% compared to ordinary
portland cement concrete. Our challenge however is that all the
commentary on net zero and the need for carbon reduction by
our Governments, Institutions and large Corporations is not being
followed through. The community is missing the opportunity to
make a real reduction to the carbon output if it is not prepared,
or incentivised to adopt carbon reducing technologies, like
our EFC®.
In the USA we have now established the CFT facility for the
production and fabrication of pedestrian infrastructure and we
intend to grow this market. We have our first pultrusion machine
commissioned and operating at our facility in Cresson Texas.
Our aim for FY24 will be to capitalise on the existing investment
and manufacture products for the market that will provide a
more consistent revenue stream.
The success of Wagners is driven by the commitment of our staff,
and I would like to acknowledge all employees, executives and
our Board, who positively contributed to our improved second
half performance. Whilst we are still not totally satisfied with
the business performance, our commitment to shareholders is
that we will continue to drive efficiencies and practices that will
enhance the value of Wagners.
Yours sincerely
Denis Wagner
CHAIRMAN
IN THE USA WE HAVE NOW ESTABLISHED THE CFT FACILITY
FOR THE PRODUCTION AND FABRICATION OF PEDESTRIAN
INFRASTRUCTURE AND WE INTEND TO GROW THIS MARKET.
WAGNERS ANNUAL REPORT 2023 WAGNERS IS WELL-POSITIONED TO CAPITALISE ON OPPORTUNITIES
WITH THE NECESSARY PLANT, EQUIPMENT AND PERSONNEL
WELL-INVESTED,
HIGH-QUALITY
ASSET BASE
significant capital
invested, across the
supply chain
– difficult to replicate
VERTICAL
INTEGRATION
enabling security of
supply and increased
margins
ATTRACTIVE
END MARKETS
consisting of high-
quality, diversified
customer base
DISTRIBUTION
FOOTPRINT
strategically-located
concrete plant sites
across South-East
Queensland, selectively
expanding
FUNDAMENTAL
DEMAND DRIVERS
ability to capitalise on
global infrastructure and
resources sector growth
CULTURE OF
INNOVATION
development of new
products and focus on
R&D, contributing to
meaningful in-house
expertise and IP
AGILITY &
INDEPENDENCE
greater ability to
react to customer
demands in flexible
and timely manner
EXPANSION &
CONSOLIDATION
opportunities granting
flexibility and optionality
to expand both
domestically & overseas
4 | 5
MANAGING
DIRECTOR’S UPDATE
FY23 has been a year of challenges for our business and many
in the industry. The first half was particularly difficult due to the
tough market conditions, cost escalations and our inability to
pass on the impacts of these costs, negatively impacting margins
across the business.
Pleasingly, there was improvement in our second half
performance, leading to a better overall result for the full year.
Improved volumes were achieved across a number of business
areas, particularly in cement, steel and bulk haulage, driving the
significant increase in revenue. Price rises were implemented
in our cement and concrete business along with a disciplined
pricing policy, delivering improved margins. We also
implemented a number of cost control measures across
the entire group, with the benefit of these measures starting
to be realised in the last quarter of FY23.
On a consolidated basis the group delivered a revenue result
of $477million, a 41% increase compared to FY22. Our reported
EBIT result of $17million and Net Profit After Fax of $3.1million
was disappointingly, down on the prior period, however we
remain optimistic, given the improvement experienced in the
second half.
Following delivery of our first half results, a thorough review of
all business operations commenced. This strategic review has
already delivered a number of outcomes and lead to a number of
initiatives being implemented, some of which have already made
a positive contribution, particularly around the disciplined pricing
policies and cost reduction strategies. This strategic review will
continue to ensure all businesses have appropriate operations
and structures in place to deliver continued growth and positive
results to all stakeholders.
FY23 ACHIEVEMENTS
CONSTRUCTION MATERIALS AND SERVICES
Our construction materials and services businesses, consisting
of cement, precast, concrete, quarries, steel and bulk haulage
delivered a 41% increase in revenue compared to FY22, with a
revenue result of $415million.
The key highlights for the year were:
`
` Cement – the business delivered a 25% increase in volumes
on the prior period. The first half result was impacted by
increased input costs, however price increases in the second
half have reduced the impact of these increases to the full
year result.
Concrete – after a long period of challenging market
conditions impacting the business performance, the
incremental improvement seen in pricing throughout the
year, along with the maturity of our concrete plant network,
has been positive. While strict pricing policies implemented
in the business did have an impact on volumes, over a
20% increase in the average sale price compared to FY22
was achieved.
` Precast concrete – we commenced the production of
precast concrete tunnel segments for the Sydney Metro
tunnel project in the first half of FY23, with over 50% of the
project now delivered. This project is a great example of the
benefits our vertically integrated business provides, with
value also being delivered to our cement, concrete, flyash,
steel and transport businesses.
Steel – the full commissioning of our Brisbane
processing plant has contributed to the 25% increase in
revenue. The efficiencies being delivered by our newly
installed processing equipment has also resulted in
improved margins.
`
` Bulk Haulage – two new long term projects were secured
during the year, contributing to the 43% increase in revenue.
We are now servicing nine key projects across Queensland
and the Northern Territory. Driver shortages did impact the
utilisation of our assets during the year. With a number of
initiatives implemented on recruitment of drivers, we do
expect margins to improve further.
WAGNERS ANNUAL REPORT 2023 FY23
KEY FACTS
& FIGURES
$477M
GROUP
REVENUE
$17M
EBIT
$3.1M
NET PROFIT
AFTER TAX
7
COUNTRIES
WORKED IN
988
EMPLOYEES
6 | 7
COMPOSITE FIBRE TECHNOLOGIES
Composite Fibre Technologies achieved a 41% growth in sales in
FY23, with a revenue result of $59million. This revenue result was
driven by strong sales across existing product lines along with a
new and increasing demand for our composite utility poles.
The business did not achieve the expected EBIT result with
legacy pricing on long lead projects and expenses associated
with commissioning machines and finalising pole specifications,
impacting margins. Similar to our concrete business, a disciplined
approach is now being taken with respect to pricing, which
resulted in improved margins in the last quarter and will lead to
improved results moving forward.
Our US facility became fully operational during the year, which
was an exciting addition to Wagners' facilities. We have welcomed
a number of additions to the Wagners team based at our US
facility and we are extremely optimistic about the opportunities
for this business now that we have the ability to manufacture and
service US markets from a local operation.
The long commissioning process of the US facility and the lagging
sales cycle, has ultimately impacted the performance of our US
CFT business however we expect our investment in business
development activities will deliver improved results in FY24.
EARTH FRIENDLY CONCRETE®
Our UK Manufacturing facility became operational during the
year and our EFC® technology continued to be utilised in projects
throughout Australia, UK and Europe.
While we continue to have confidence in our technology to
deliver significant savings in carbon emissions in the built
environment, we have not had the market uptake we had hoped.
We have therefore reduced our investment into the business
throughout the year and will continue to assess our ongoing
investment, the long term structure for the business and future
funding requirements for EFC®, which will be subject to the
relevant market conditions.
PEOPLE
I am extremely proud of the entire Wagners team and the
contributions they have made to our business throughout
the period.
FY23 has been challenging from a labour perspective. It has been
difficult to recruit and retain great talent in the midst of a very
competitive landscape while also providing rewarding career
opportunities to all employees.
However, we are proud of the culture that we have developed
within our organisation, underpinned by our “Guiding Principles”.
This has served us well during this period and we have an
excellent team at Wagners, that ensure we can deliver on the
promises we make, to our fellow employees, our customers,
clients and also our boarder community and shareholders.
Employee numbers increased throughout the year, and we
currently have a team of 988 employees. We continued to
expand our operations geographically, with employees now
working across 7 countries. We achieved an improvement in
gender diversity and despite the challenging labour market,
reduced our employee initiated turnover across a number of
business units, compared to prior periods.
We completed our reporting under the Workplace Gender
Equality Act 2012 during the year. This reporting process assists
us in identifying any gender equality issues that may exist and
allows us to implement action plans around promoting gender
equality across our business.
We will continue to develop and implement initiatives that
improve our culture and diversity in our business, provide a
workplace of choice with long term and rewarding careers for
all employees, however most importantly, a workplace that is
committed to the safety of everyone.
OUTLOOK
Like FY22, FY23 also produced mixed results. However, we believe
the discipline we have installed in our business operations,
particularly some of the outcomes from our strategic review,
along with our investment in our people, assets and research
and development, will provide a positive platform to leverage
a number of opportunities, which will deliver improved
performance in FY24.
WE WILL CONTINUE TO DEVELOP
AND IMPLEMENT INITIATIVES
THAT IMPROVE OUR CULTURE
AND DIVERSITY IN OUR BUSINESS,
PROVIDE A WORKPLACE OF CHOICE
WITH LONG TERM AND REWARDING
CAREERS FOR ALL EMPLOYEES.
Demand generally for construction materials and services in the
South East Queensland sector remains strong. Similarly, demand
for composite products, particularly utility poles, is expected to
increase as asset owners and utility networks understand the
performance benefits our product provides.
More particularly:
` We see recent growth in concrete and cement volumes to
continue and with improvement in market conditions, an
uplift in business performance should follow.
` A strong forward order book is already in hand across a
number of our businesses, which should see growth in the
number of projects already contracted.
` A favourable resources environment and robust
infrastructure pipeline in South East Queensland provides
significant opportunity right across the group, particularly
with our vertically integrated business model.
` An increasing demand for innovative products is anticipated
as industry is looking for more sustainable and cost effective
options. This demand will be driven by a requirement to
reduce construction costs, increase energy efficiency and
improve sustainability. We see both our composite products
(CFT) and Earth Friendly Concrete® (EFC®) as providing
effective and sustainable solutions.
There is no doubt we have not delivered the results in past
periods that our shareholders have expected. We do, however,
take some confidence from the last half of FY23 and the efforts
we have put into all of our business operations, management,
business development and research and development, that
this business will deliver improved performance. The outlook
is positive, our strategy remains sound and our businesses
remains well positioned to take advantage of the opportunities
in our sector to deliver revenue growth and increased returns to
our shareholders.
I would like to take this opportunity to thank the entire Wagners’
team for the efforts throughout FY23 and look forward to
working with all of you again in the future.
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 value to all stakeholders.
Cameron Coleman
MANAGING DIRECTOR
WAGNERS ANNUAL REPORT 2023 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 2023.
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
DATE OF APPOINTMENT
DATE OF RESIGNATION
Non-executive Chairman
2 November 2017
Non-executive Director
2 November 2017
Non-executive Director
8 November 2017
Non-executive Director
2 November 2017
Cameron Coleman
Managing Director
1 July 2022
ALTERNATE DIRECTOR
Joseph Wagner
ROLE
DATE OF APPOINTMENT
Non-executive Director
13 March 2018
24 March 2023
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 2023.
DIVIDENDS
No dividends were paid during the 2022 and 2023 financial years.
8 | 9
DIRECTORS’ REPORT Operating and financial review
Group financial results
Net profit after tax (NPAT) of $3,123k was achieved in FY23 (30 June 2022: $7,632k).
Non-IFRS measures
Throughout this report, Wagners has included certain non-IFRS financial information, including Earnings before Interest,
Depreciation & Amortisation (EBITDA), and 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 2023 operating results
Operating results for the financial year ended 30 June 2023 (FY23) are summarised in table 1 below with the following
presentation adjustments to allow shareholders to assess the Group's performance:
`
`
Separating the EFC® operating results from 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 in the EFC® business. All line items above
Operating earnings before interest and tax (Operating EBIT) shown in table 1 below have EFC® impact removed, with the Operating
revenue & Operating EBIT reconciling back to the Operating segment note.
Separating 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.
DIRECTORS’ REPORTWAGNERS ANNUAL REPORT 2023 Operating and financial review (continued)
Group financial results (continued)
Financial year 2023 operating results (continued)
TABLE 1: FY23 RESULTS COMPARED TO THE PRIOR FINANCIAL YEAR
Revenue
Direct material and cartage costs
Other attributable costs1
Gross profit1
Other income
Repairs and maintenance
Other 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 JUN 2023
$’000
475,092
(227,445)
(128,073)
119,574
25.2%
1,862
(41,249)
(30,201)
49,986
10.5%
(28,076)
21,910
4.6%
(4,010)
(153)
(744)
17,003
(11,472)
5,531
(2,408)
3,123
30 JUN 2022
$’000
336,663
(153,592)
(80,658)
102,413
30.4%
1,863
(32,902)
(25,686)
45,688
13.6%
(24,258)
21,430
6.4%
(3,205)
(512)
3,252
20,965
(10,505)
10,460
(2,828)
7,632
1
Other attributable costs are those that management consider provide a better reflection of the Group’s underlying Gross Profit. This is a non-IFRS,
unaudited measure. Within the consolidated statement of profit or loss and other comprehensive income, $15,107k is included within contract work
and purchased services (2022: $7,244k), $76,599k is included within employee benefits (2022: $50,077k), $20,549k is included within transport and
travel expenses ($12,893k) and $15,818k is included within other expenses (2021: $10,444k).
FY23 showed strong growth in revenue across most business units. While sales have improved compared to FY22, margins
have been impacted by both increased costs and a delay in timing to increase sales prices to recover the increased costs.
There was improvement in the margins in the second half of FY23, although overall margins were lower than in FY22.
Increased repairs and maintenance costs mainly due to higher spend on aging bulk transport fleet assets and the annual
shutdown of our Cement plant grinding facilities.
Other operating expenses have increased with the largest contributor being higher electricity consumption for the Sydney
Metro Tunnel project at our precast facility, the remaining increase reflects the impact of higher cost inflation throughout
the period.
10 | 11
DIRECTORS’ REPORT
Operating and financial review (continued)
Group financial results (continued)
Operating results by segment
SEGMENT ($’000)
Construction, Materials and Services
Composite Fibre Technologies
EFC® — Carbon Reducing Technologies
Other/Eliminations
Total
30 JUN 2023
30 JUN 2022
CHANGE
REVENUE
415,685
59,244
360
163
EBIT
36,350
(1,921)
(4,010)
(13,416)
REVENUE
294,218
41,853
188
592
EBIT
31,858
1,947
(3,205)
(9,635)
REVENUE
121,467
17,391
172
(429)
475,452
17,003
336,851
20,965
138,601
EBIT
4,492
(3,868)
(805)
(3,781)
(3,962)
CONSTRUCTION MATERIALS AND SERVICES
Construction Materials and Services achieved an overall revenue growth of 41% in FY23.
Cement volumes increased 25% from both existing and new customers. Shipping and fuel costs were significantly higher
in FY23. Due to contractual arrangements, not all incremental costs were able to be recovered from customers during the
period. However, there was significant traction with price increases where possible.
Concrete revenues increased due to the increase in selling price by over 20% in FY23, which was partially offset by a 5%
reduction in volume due to the disciplined pricing approach adopted in FY23.
Precast had a significant increase in revenue as a result of the Sydney Metro tunnel segment project which commenced
during FY23. While there were delays with commencement of the project, impacting the first half’s result, the project was in
full production for the second half of FY23.
Steel revenue has grown by over 29%, with a 20% increase in volumes with a full year of operations from the processing
plant servicing the Brisbane market.
Transport revenue also had a significant increase on the prior year, with new projects commencing late in first half of FY23.
Margins were impacted from the increased maintenance costs and start up costs of new contracts secured throughout the
period. The under utilisation of assets due to industry wide driver shortages also impacted the results.
The completion of a large, long term crushing project, together with a reduction in sales from our North-West Queensland
quarry operation, due to flood recovery works not replicated in FY23, resulted in lower sales in the Contract Crushing and
Quarries business compared to FY22.
DIRECTORS’ REPORTWAGNERS ANNUAL REPORT 2023 Operating and financial review (continued)
Group financial results (continued)
Operating results by segment (continued)
COMPOSITE FIBRE TECHNOLOGIES
Composite Fibre Technologies revenues increased by 41% mostly from custom build and new products. However, the result
was impacted by additional investment into Research and Development and business establishment costs in the USA.
Margins were impacted due to material cost increases not passed on to customers with historical fixed price contracts.
In Australia:
` Crossarm sales were consistent with FY22.
`
FY23 saw the first sales of composite utility poles into the electrical distribution market in Australia and a number of contracts
secured for the ongoing and future supply of poles into that market.
` Custom build sales improved in FY23, however, delivery of projects at appropriate margins has been challenging,
due to historical fixed priced contracts.
In the USA:
`
`
The long commissioning process of the facility and the lagging sales cycles meant the business was unable to achieve
the level of sales required from available capacity, resulting in an EBIT loss of $2.4 million.
There was continued investment in business development activities throughout the period and the establishment of a focused
sales and marketing campaign, which should deliver improved results in FY24.
EFC® — CARBON REDUCING TECHNOLOGIES
The EFC® loss reflects the increased spend in the first half of FY23 prior to the decision to reduce expenditure and focus on
increasing the utilisation of the existing assets to prove the product and business at a reasonable commercial level.
While the Board remains confident in the ability of the technology to deliver significant savings in carbon emissions in the
built environment, the political and market landscape are yet to attribute or promote the value this technology provides
the environment. This has directly resulted in a much longer delay than anticipated in the market uptake or demand for the
product. For this reason, the operation of the business must reflect the current market demand for the product, which at
this time, is limited, notwithstanding its environmental and performance benefits. Appropriate reductions in the ongoing
operating costs therefore were made during the period.
The Company will continue to assess its investment in EFC® and the long term structure and ongoing funding requirements
for the business.
OTHER
Other mostly represents corporate related income and costs. The higher net costs in FY23 is due to change in the fair value
adjustment on the derivative instruments, which have been impacted by the lower AUD/USD exchange rates.
12 | 13
DIRECTORS’ REPORT Operating and financial review (continued)
Group financial results (continued)
FINANCIAL POSITION
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
30 JUN 2023
$’000
152,386
298,285
450,671
110,658
216,034
326,692
30 JUN 2022
$’000
128,576
265,881
394,457
100,691
172,866
273,557
CHANGE
$’000
23,810
32,404
56,214
9,967
43,168
53,135
Net assets/(liabilities)
123,979
120,900
3,079
Current assets increased in FY23 mostly due to an increase in trade receivables in line with the increased sales in FY23.
This has been partially offset by a reduction in inventories as quantities increased in FY22 following supply chain disruptions.
Non-current assets have increased due to the increase in the carrying value of Right of Use Assets that have increased due
to the CPI increases applied to long term leases throughout FY23.
Current Liabilities have increased due to:
` Higher trade creditors associated with general business.
`
Increased Right of Use liabilities associated with the increased leases due to CPI increases in FY23.
Non-current liabilities have increased due to:
`
`
Increased borrowings to fund increase in working capital.
Increased Right of Use liabilities due to increased CPI on existing leases.
DIRECTORS’ REPORTWAGNERS ANNUAL REPORT 2023
Operating and financial review (continued)
Strategy and future prospects
Wagners remains focused on delivering future growth through the following strategies:
` Growing and consolidating Wagners core vertically integrated Construction Materials and Services Business in Australia.
The Company remains committed to this strategy through the expansion of its concrete plant and quarry networks in South East
Queensland, subject to the prevailing market conditions.
` Growing Wagners CFT business through product development, a focussed marketing and sales strategy, and the expansion of
`
manufacturing facilities domestically and internationally to support the market growth.
Pursuit of major project opportunities, domestically and internationally, utilising the existing expertise and experience in our
Constructions Materials and Services Business.
In terms of the FY24 Outlook, improved market conditions experienced in the second half of FY23 are expected to continue.
With respect to the individual business areas:
Construction Materials and Services
` Cement: Strong cement volumes are expected to continue throughout FY24 through increased activity in the SEQ construction
sector. Some of the increased clinker and shipping cost experienced in FY23 are expected to soften in FY24, coupled with a
forecasted increase in volumes, should deliver improved results in FY24.
` Concrete plants: the Group will continue to improve the performance of its ready-mix concrete plant network to service the high
level of activity in the SEQ construction market. Volumes are expected to increase from the existing plant network together with
increased selling pricing flowing through from FY23.
` Precast: segment production will continue for the Sydney Metro project in this first half, with completion of the project expected
in the second half. The business will pursue other opportunities to follow on from the Sydney Metro project,
with a dedicated business development team working on this.
` Contract crushing and quarries: There is a strong pipeline of contract crushing opportunities identified. The business remains
focused on securing a number of these opportunities to replace the long term, high margin, crushing project that was completed
in FY23. With one large crushing project currently underway, the timing of the award of other projects is key to the business
delivering improved performance in FY24. Given the significant capital upgrades at our Wellcamp and Castlereagh Quarries,
improved margins are expected as the production capacity and efficiencies are realised.
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.
`
Composite Fibre Technologies (CFT):
`
In Australia, the focus for FY24 is:
– Achieve improved margins from the crossarm product range with the full utilisation of our Crossarm Automation Line
– Develop and service an increased market demand for composite utility poles
– Continue with the disciplined approach to pricing in the custom build area, delivering improved profitability.
`
In the US, increased sales are expected as a result of the current marketing and sales campaign underway. To date, the focus in the
US has been on the custom build or pedestrian infrastructure. The planned additional production line will provide the business
with significant opportunities to service new markets in addition to custom build, for example, the supply of utility poles into
electricity networks in the US.
Earth Friendly Concrete® (EFC®):
`
The business has significantly reduced its operational and R&D costs associated with EFC® and will continue to assess the
investment in EFC®, the long term structure and ongoing funding requirements for the business.
14 | 15
DIRECTORS’ REPORT Operating and financial review (continued)
Material risks and risk management strategy
There are a number of risks and uncertainties which could have an impact on the Group’s long-term performance and
cause actual results to differ materially from expected and historical results. The Directors seek to identify material risks and
put in place policies and procedures to mitigate any exposure. The following table provides details of the key risks and the
approach being taken to manage them.
RISK
POTENTIAL ADVERSE IMPACT
MITIGATION
Health and safety
Failure to manage health and safety risks
could cause harm to our employees or
those around us and expose the Group
to significant potential disruption,
regulatory breaches, liabilities and
reputational damage.
Safety remains a top priority. We target an accident-
free environment and have robust policies in place
covering expected levels of performance, responsibilities,
communications, controls, reporting, monitoring and review.
We safeguard the health and safety of employees, contractors
and others working on behalf of the Group, with experienced
health and safety professionals who provide relevant training and
help develop a strong culture alongside the management teams;
all of which is overseen and audited by our Group HSEQ Manager
and the support of consultants where necessary.
We are constantly improving communication and reporting
across the Group through simple and effective systems and
processes, including our HSE Reporting and Monitoring software
and monthly Group safety & environment meetings
Cost inflation
The Group is susceptible to significant
increases in the price of raw materials,
utilities, fuel oil and haulage costs and
decreases in availability.
The Group seeks to manage our costs by putting in place a
strategic procurement plan to minimise key supplier risks and
seek to offset rising commodity prices through tactical supplier
pricing strategies and programmes.
Risks exist around our ability to pass on
increased costs through price increases to
our customers and would have an adverse
effect on margins if unable to do so.
The Group aims to maintain a group of suppliers such that we
avoid becoming dependent on any single supplier, although like
some of our own markets, parts of our supply chain are highly
consolidated and as such alternative suppliers may be scarce.
Rigorous commercial management reviews of contracts for
appropriateness given prevailing market conditions, including
inflation pressures & supply shortages that may increase costs
to execute.
DIRECTORS’ REPORTWAGNERS ANNUAL REPORT 2023 Operating and financial review (continued)
Strategy and future prospects (continued)
RISK
POTENTIAL ADVERSE IMPACT
MITIGATION
Environment and
Climate change
There is a risk that environmental issues
or the effects of climate change could
expose the Group to regulatory breaches,
significant disruption, reputational risk,
or a reduction in demand for our products.
Periods of extreme weather have the
potential to adversely impact the Group’s
performance through interruption to
operations, disruption to the workforce
with associated declines in productivity,
increase in costs to execute and lower
fixed cost recovery.
Attracting, retaining
and developing
employees
The Group recognise that its greatest
asset is its workforce and a failure to
attract, retain and develop talent will be
detrimental to Group performance.
The availability of labour, with risks around
core skills, demographics, capability and
changing working patterns has become
a key differentiator in the market. This has
led to high competition for talent with
skill shortages in certain areas.
Management, training, and control systems are in place to
identify potential issues and prevent environmental incidents.
The Group recognises the positive impact that several of our
products have on the built environment across their lifespan
and are eager for the durability, longevity and lower lifecycle
carbon footprint of our products to be championed and
better understood.
Transitional risks include increasing regulatory burden or cost, the
inability to adapt with new regulations, or customer preferences
changing more rapidly than anticipated.
The Groups ambition to reduce its impact upon the environment
sits hand-in-hand with maximising the financial performance of
the business; through increasing the sales of its environmentally
friendly products and also investing in modernising our
production facilities that will reduce energy consumption
and waste.
The Group understands where key person dependencies and
skills gaps exist and continue to develop succession, talent
acquisition, and retention plans.
Employee support, strong communication and employee
engagement remain focus areas and the Group continues to
investigate further improvements to its HR and payroll systems.
The Group is committed to provide a workplace that prioritises
inclusion, supports the health and wellbeing of our people,
and provides opportunities for their professional growth
and development.
16 | 17
DIRECTORS’ REPORT 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 compliance to ISO 14001:2015. Wagners is also subject to the
National Greenhouse and Energy Reporting Act 1997 and required to report on energy consumption and greenhouse gas
emissions of Australian operations, with the Group compliant with requirements.
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 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/.
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.
DIRECTORS’ REPORTWAGNERS ANNUAL REPORT 2023 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 36 and forms part of the Directors’ Report for financial year ended 30 June 2023.
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:
Other assurance services
Tax compliance, advisory and other services
2023
$
2,725
–
2,725
2022
$
4,500
8,515
13,515
ROUNDING
The Company is a kind referred to in Australian Securities & Investment Commission (ASIC) Legislative Instrument 2016/191, and
in accordance with that instrument all financial information presented in Australian dollars has been rounded to the nearest
thousand dollars unless otherwise stated.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company, or intervene in any proceedings
to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of
those proceedings.
The company was not a party to any such proceedings during the year.
EVENTS OCCURRING AFTER THE REPORTING DATE
The directors of the Company are not aware of any other matter or circumstance not otherwise dealt with in the financial
report that significantly affected or may significantly affect the operations of the Group, the results of those operations or
the state of affairs in the period subsequent to the financial year ended 30 June 2023.
18 | 19
DIRECTORS’ REPORT 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 potentially Earth Friendly Concrete® (EFC®).
The establishment of permanent concrete plants in South East Queensland, with seven currently operational and
two greenfield 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. Subject to the anticipated increase in demand being realised,
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, for example, the supply of utility poles into electricity networks.
Following the commissioning of two new pultrusion machines and a crossarm automation line 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®
The Company will continue to assess its investment in EFC® and the long term structure and ongoing funding requirements
for the business.
DIRECTORS’ REPORTWAGNERS ANNUAL REPORT 2023 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
TRANCHE GRANT DATE
VESTING DATE EXPIRY DATE
GRANT
DATE FAIR
VALUE
VESTING
CONDITIONS
PERFORMANCE
PERIOD
1 JULY 2022
ISSUED EXERCISED
2022
2022
2022
2021
2021
2021
2021
2021
2021
2020
2020
2020
2019
2019
1
2
3
1
2
3
1A
1B
2A
1
2
3
1
3
20/09/2022 30/09/2025 20/09/2027 $0.08
FY23 SP
1 year1
20/09/2022 30/09/2025 20/09/2027 $0.12
FY24 SP
2 years1
20/09/2022 30/09/2025 20/09/2027 $0.15
FY25 SP
3 years1
26/11/2021 31/08/2022 26/11/2026 $1.42
FY22 EPS 1 year
26/11/2021 31/08/2023 26/11/2026 $1.39
FY23 EPS 2 years
26/11/2021 31/08/2024 26/11/2026 $1.37
FY24 EPS 3 years
26/11/2021 31/08/2022 26/11/2024 $1.42
FY22 EPS 1 year
26/11/2021 31/08/2022 26/11/2025 $1.42
FY22 EPS 1 year
26/11/2021 31/08/2023 26/11/2025 $1.39
FY23 EPS 2 years
19/11/2020 31/08/2021 19/11/2025 $1.41
FY21 EPS 1 year
19/11/2020 31/08/2022 19/11/2025 $1.39
FY22EPS 2 years
19/11/2020 31/08/2023 19/11/2025 $1.34
FY23 EPS 3 years
20/11/2019 31/08/2020 20/11/2024 $1.88
FY20 EPS 1 year
20/11/2019 31/08/2022 20/11/2024 $1.78
FY22 EPS 3 years
–
–
–
758,937
758,937
758,937
276,095
276,095
276,095
438,064
405,486
608,225
202,739
405,486
405,486
219,031
219,031
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
EXPIRED/
FORFEITED2
30 JUNE
2023
(118,529)
640,408
(118,529)
640,408
(118,529)
640,408
(45,358)
230,737
(45,358)
230,737
(45,358)
230,737
(438,064)
–
(77,328)
328,158
(115,991)
492,234
(38,664)
164,075
(77,328)
328,158
(77,328)
328,158
(219,031)
(219,031)
–
–
3,731,833 2,276,811
– (1,754,426) 4,254,218
1
The options granted on 20 September 2022 have a vesting date that is three years from the offer date, or 30 September 2025, whichever is later.
Whilst each tranche has a respective performance period of 1 to 3 years, the vesting date is taken as 30 September 2025.
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.
20 | 21
DIRECTORS’ REPORT
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.
Other current directorships
None
Former directorships (last 3 years)
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
37,343,188 Ordinary shares*
None
None
None
CAMERON COLEMAN
Managing Director
Cameron is currently the Managing Director of Wagners, commencing his
employment with the Company over 25 year ago. Cameron has experience across
all areas of the business, having held various management roles across a number
of different business. He now overseas almost 1,000 employees across Australia,
New Zealand, UK, USA, Malaysia and UAE. Cameron completed the General
Management Program at Harvard Business School in 2012.
Other current directorships
None
Former directorships (last 3 years)
None
Interests in shares
Interests in options
Interests in rights
Contractual rights to shares
167,057 Ordinary shares
867,824
None
None
DIRECTORS’ REPORTWAGNERS ANNUAL REPORT 2023 Information on Directors and Company Secretary (continued)
NAME
Title
Experience and expertise
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.
Other current directorships
None
Former directorships (last 3 years)
None
Special responsibilities
Member of Audit and Risk Committee
Interests in shares
Interests in options
Interests in rights
Contractual rights to shares
36,614,431 Ordinary shares*
None
None
None
NAME
Title
ROSS WALKER
Independent, Non-executive Director
Qualifications
BCom, FCA
Experience and expertise
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.
Other current directorships
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
200,000 Ordinary shares
None
None
None
22 | 23
DIRECTORS’ REPORT Information on Directors and Company Secretary (continued)
NAME
Title
LYNDA O’GRADY
Independent, Non-executive Director
Qualifications
BCom(Hons), FAICD
Experience and expertise
Other current directorships
Lynda has held Executive/Managing Director roles at Telstra, including Chief of
Product. Prior to this Lynda was Commercial Director of Australian Consolidated
Press (PBL) and General Manager of Alcatel Australia. She was Chairman of the
Aged Care Financing Authority until her retirement effective 30 April 2018 and a
member of the Advisory Board of Jamieson Coote Bonds.
Domino’s Pizza Enterprises Limited (ASX: DMP) (Appointed in 2015), Rubicon
Water Ltd (ASX: RWL) (Appointed in 2021), AVANT Group (Appointed in 2019) &
Musica Viva Australia (Appointed in 2018)
Former directorships (last 3 years)
None
Special responsibilities
Member of Nomination Committee and Audit and Risk Committee and
Chair Remuneration Committee
Interests in shares
Interests in options
Interests in rights
Contractual rights to shares
NAME
Title
Qualifications
Experience and expertise
50,000 Ordinary shares
None
None
None
KAREN BROWN
Company Secretary
LLB, BCom
Karen is a solicitor of the Supreme Court of Queensland and was appointed as
General Counsel and Company Secretary to Wagners in December 2017. Karen
has over 20 years’ experience in the legal sector, and is a former partner of
Carter Newell Lawyers.
'Other current directorships' 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.
* Includes interest in 14,201,056 shares held by Wagner Property Operations Pty Ltd.
DIRECTORS’ REPORTWAGNERS ANNUAL REPORT 2023 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 2023, 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
Denis Wagner
John Wagner*
Ross Walker
Lynda O’Grady
Cameron Coleman
Joseph Wagner*
12
12
12
12
12
3
12
8
12
12
12
3
2
2
2
2
2
–
2
1
2
2
2
–
2
2
2
2
2
–
2
–
2
2
2
–
–
–
–
–
–
–
–
–
–
–
–
–
* John Wagner appointed Joseph Wagner as his alternate Director for an interim period where he could not attend to his full duties at three board
meetings 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.
24 | 25
DIRECTORS’ REPORT 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 2023.
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
1 Remuneration report overview
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 2023:
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 2023
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.
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, annual & long service leave 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.
26 | 27
REMUNERATION REPORT (AUDITED) 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 2023:
PARTICIPANTS
PERFORMANCE PERIOD
PERFORMANCE TARGET
OPPORTUNITY1
All KMP executives
Financial year ending 30 June 2023
Performance was measured against a target EBIT, being the Group’s 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 not achieve the reported EBIT result for the financial period, as such the Group
STI performance target was not met.
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 2023 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.
The following page provides the key details and movements of all key management personnel performance rights
applicable to the financial year ended 30 June 2023.
28 | 29
REMUNERATION REPORT (AUDITED) 3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
MOVEMENTS
CALENDAR
YEAR
ISSUED
TRANCHE GRANT DATE
VESTING DATE
EXPIRY DATE
GRANT
DATE
FAIR
VALUE
VESTING
CONDITIONS
PERFORMANCE
PERIOD1
1 JULY 2022
ISSUED EXERCISED
FORFEITED2 30 JUNE 2023
EXPIRED/
2022
2022
2022
2021
2021
2021
2021
2021
2021
2020
2020
2020
2019
2019
1
2
3
1
2
3
1A
1B
2A
1
2
3
1
3
20/09/2022 30/09/2025 20/09/2027 $0.08 FY23 SP3 1 year
20/09/2022 30/09/2025 20/09/2027 $0.12 FY24 SP4 2 years
20/09/2022 30/09/2025 20/09/2027 $0.15 FY25 SP5 3 years
26/11/2021 31/08/2022 26/11/2026 $1.42 FY22 EPS6 1 year
26/11/2021 31/08/2023 26/11/2026 $1.39 FY23 EPS6 2 years
26/11/2021 31/08/2024 26/11/2026 $1.37 FY24 EPS6 3 years
26/11/2021 31/08/2022 26/11/2024 $1.42 FY22 EPS6 1 year
26/11/2021 31/08/2022 26/11/2025 $1.42 FY22 EPS6 1 year
26/11/2021 31/08/2023 26/11/2025 $1.39 FY23 EPS6 2 years
19/11/2020 31/08/2021 19/11/2025 $1.41 FY21 EPS7 1 year
19/11/2020 31/08/2022 19/11/2025 $1.39 FY22EPS7 2 years
19/11/2020 31/08/2023 19/11/2025 $1.34 FY23 EPS7 3 years
20/11/2019 31/08/2020 20/11/2024 $1.88 FY20 EPS8 1 year
20/11/2019 31/08/2022 20/11/2024 $1.78 FY22 EPS8 3 years
– 197,162
– 197,162
– 197,162
74,861
74,861
74,861
148,149
120,120
180,179
60,059
120,120
120,120
74,075
74,074
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(148,149)
–
–
–
–
–
(74,075)
(74,074)
197,162
197,162
197,162
74,861
74,861
74,861
–
120,120
180,179
60,059
120,120
120,120
–
–
1,121,479 591,486
– (296,298) 1,416,667
1
2
3
4
5
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 any the remaining options with a final vesting condition of FY23 will be forfeited in FY24.
The 10-working day volume weighted average price (VWAP) of the Wagners share price, after the release of the financial results for the period ended
30 June 2023, must be equal to or exceed $1.85.
The 10-working day VWAP of the Wagners share price, after the release of the financial results for the period ended 30 June 2024, must be equal to
or exceed $2.50.
The 10-working day VWAP of the Wagners share price, after the release of the financial results for the period ended 30 June 2025, must be equal to
or exceed $2.95.
6
Offer Earnings Per Share (Offer EPS), based on earnings excluding the EFC® investment (Operating EPS).
7 Offer Earnings Per Share (Offer EPS).
8 Amended earnings per share (Amended EPS).
REMUNERATION REPORT (AUDITED)WAGNERS ANNUAL REPORT 2023
3 Executive remuneration policy and practices (continued)
(c) Long-term incentive plan (continued)
2022 ISSUED PERFORMANCE RIGHTS
1
2
VESTING DATES
VESTING CONDITIONS
30 September 2025
TRANCHE 1
The 10-working day volume weighted average price (VWAP) of the Wagners share price, after the
release of the financial results for the period ended 30 June 2023, must be equal to or exceed $1.85
TRANCHE 2
The 10-working day VWAP of the Wagners share price, after the release of the financial results for the
period ended 30 June 2024, must be equal to or exceed $2.50
TRANCHE 3
The 10-working day VWAP of the Wagners share price, after the release of the financial results for the
period ended 30 June 2025, must be equal to or exceed $2.95
ADDITIONAL VESTING TERMS
The participant must be still employed at the Vesting Date for any options to be eligible to be vested.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
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.
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 $230,000 per annum.
30 | 31
REMUNERATION REPORT (AUDITED) OVERVIEW OF GROUP PERFORMANCE
5
The relationship between remuneration policy and Group performance is assessed for the current year and the prior four
financial years.
Revenue ($’000)
EBITDA ($’000)1
EBIT ($’000)1
NPAT ($’000)
Dividends paid (cents per share)
Basic Earnings per share (cents)
Share price movement
(cents per share)
30 JUN 2023
30 JUN 2022
30 JUN 2021
30 JUN 2020
30 JUN 2019
475,452
336,851
320,650
45,272
17,003
3,123
0.0
1.7
(31)
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
37,893
24,850
12,779
5.7
7.9
(254)
1
EBITDA (Earnings before interest, tax, depreciation and amortisation) & EBIT (earnings before interest and tax) are both non-IFRS measures and are unaudited.
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 APPLICABLE1
ANNUAL BASE SALARY
(EXCLUSIVE OF SUPERANNUATION)
$
12 months (Wagner’s notice)/
6 months (employee’s notice)
Applicable
notice period
588,511
377,505
Fergus Hume
CFO
Unlimited
6 months
Notice period
1 Termination payments are based on base salary, including superannuation.
REMUNERATION REPORT (AUDITED)WAGNERS ANNUAL REPORT 2023 DETAILS OF REMUNERATION
7
(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 2023 was:
EXECUTIVE KMP
Cameron Coleman
Fergus Hume
MAXIMUM ‘AT-RISK’
50% of base salary
50% of base salary
% OF MAXIMUM
STI AWARDED/PAYABLE
% OF STI FORFEITED
0%
0%
100%
100%
ESTIMATE OF
MAXIMUM
TOTAL VALUE $
–
–
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 2023 & 30 June 2022 are set out in the tables on the
following pages:
FINANCIAL YEAR ENDED
30 JUNE 2023
Non-executive Directors
Denis Wagner
John Wagner
Lynda O’Grady
Ross Walker
Executive KMP’s
Cameron Coleman
Fergus Hume
230,000
115,000
115,000
115,000
586,754
405,938
Total Directors’ and
Executive remuneration
1,567,692
SHORT-TERM
POST-
EMPLOYMENT
LONG-TERM
EQUITY BASED
BENEFITS
SALARY
AND FEES1
$
STI
AWARDED2
$
NON-CASH
BENEFITS5
$
SUPER-
ANNUATION
$
LONG SERVICE
LEAVE3
$
SHARE BASED
PAYMENTS4
$
TOTAL
REMUNERATION
$
PERFORMANCE
RELATED
%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
230,000
115,000
115,000
115,000
–
–
–
–
8,546
14,280
27,500
27,500
59,511
14,583
(17,819)
(10,576)
664,492
451,725
(2.68%)
(2.34%)
22,826
55,000
74,094
(28,395)
1,691,217
(1.68%)
1 Amount includes the movement in annual leave provision during the year applicable to KMP.
2
STI bonus is for performance during the respective financial year using the criteria set out on page 32. 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, an overall credit was recognised
due to:
– In the 2023 financial year, there was a reversal of prior recognised values after tranches with hurdle conditions relating to this financial year were
not achieved, the profit or loss impact of these reversals was a credit of ($81,578).
– Hurdle conditions for 2024 financial year were reassessed to be achieved and along with the recognition of market condition performance rights
issued in 2022, the profit or loss impact was an expense totalling $53,183.
5 Non-cash benefits relates to motor vehicle allowance.
6
Salary & fees for Fergus Hume is higher than the reported base salary in section 6 due to amounts in excess of super guarantee limit paid in lieu of cash.
32 | 33
REMUNERATION REPORT (AUDITED)
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
BENEFITS5
$
SUPER-
ANNUATION
$
LONG SERVICE
LEAVE3
$
SHARE BASED
PAYMENTS4
$
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
24.9%
24.0%
1,458,143 240,965
34,410
54,840
22,603
95,250
1,906,211
17.6%
1 Amount includes the movement in annual leave provision during the year applicable to KMP.
2
STI bonus is for performance during the respective financial year using the criteria set out on page 32. 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.
5 Non-cash benefits relates to motor vehicle allowance.
REMUNERATION REPORT (AUDITED)WAGNERS ANNUAL REPORT 2023 EQUITY INSTRUMENTS HELD BY KEY MANAGEMENT PERSONNEL
8
(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 2023 financial year, is as follows:
KEY MANAGEMENT PERSON
OPENING BALANCE
Denis Wagner
John Wagner
Lynda O’Grady1
Ross Walker
Cameron Coleman
Fergus Hume
36,411,189
36,614,431
50,000
117,713
167,057
52,014
PURCHASES
ON MARKET
931,999
–
–
82,287
–
–
1 The closing balance includes 28,598 shares held by Lynda O’Grady’s spouse.
PURCHASES
OFF MARKET
LTI RIGHTS
EXERCISED
SHARE DISPOSALS
CLOSING BALANCE
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
37,343,188
36,614,431
50,000
200,000
167,057
52,014
(b) STI/LTI instrument granted and issued during the year
The following LTI performance rights were issued during the financial year ended 30 June 2023 (2022: 673,031).
MOVEMENTS
KEY MANAGEMENT PERSON
Cameron Coleman
Fergus Hume
1 JULY 2022
692,668
428,811
GRANTED
360,342
231,144
EXERCISED
EXPIRED/FORFEITED
30 JUNE 2023
–
–
(185,186)
(111,112)
867,824
548,843
No performance rights were exercisable at 30 June 2023 (2022: none).
The total values of the LTI performance rights granted during the financial year for the key management personnel were
as follows:
30 JUN 2023
$
294,256
188,753
30 JUN 2022
$
578,690
365,620
KEY MANAGEMENT PERSON
Cameron Coleman
Fergus Hume
34 | 35
REMUNERATION REPORT (AUDITED) OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES
9
(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 2023.
(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 the transactions with the Group and related companies that are controlled by
Directors Denis Wagner and John Wagner. There were no other related party transactions with other Directors' of KMP's.
DESCRIPTION
Sale of materials and services
Payments for rent of property and plant2
Payments for material royalties, wharfage & other
Totals
2023
REVENUE/(COST)
$
2023
OWED/(OWING)2
$
2022
REVENUE/(COSTS)
$
2022
OWED/(OWING)
$
3,634,884
(7,071,498)
(2,343,526)
425,178
6,903,548
1,621,824
–
(5,893,136)
–
(91,328)
(1,514,871)
(91,328)
(5,780,140)
333,850
(504,459)
1,530,496
1 Amounts owed/ (owing) are included within current trade receivables and current trade payables respectively.
2 Payments for rent of property and plant relate to the following right–of–use assets and lease liabilities being recognised:
30 JUN 2023
$
30 JUN 2022
$
Right-of-use asset
119,827,585
99,159,859
Lease liability
(133,283,427)
(108,621,959)
This ends the Audited Remuneration Report.
The Directors’ Report is signed in accordance with a resolution of the directors made pursuant to s298(2) of the
Corporations Act 2001.
MR DENIS WAGNER
Chairman
Dated at Toowoomba, Queensland on 21 August 2023.
REMUNERATION REPORT (AUDITED)WAGNERS ANNUAL REPORT 2023 Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
DECLARATION OF INDEPENDENCE BY D P WRIGHT TO THE DIRECTORS OF WAGNERS HOLDING
COMPANY LIMITED
As lead auditor of Wagners Holding Company Limited for the year ended 30 June 2023, I declare that,
to the best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Wagners Holding Company Limited and the entities it controlled during
the year.
D P Wright
Director
BDO Audit Pty Ltd
Brisbane, 21 August 2023
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 f
irms. Liability limited by a scheme approved under Professional Standards Legislation.
Wagners Holding Company Limited | Auditor’s Independence Declaration
Page | 34
36 | 37
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
Depreciation and amortisation expense — other
9(a)+11(a)
(20,248)
Revenue from contracts with customers
Other income
Direct material and cartage costs
Employee benefits expense
Depreciation — right–of–use assets
NOTE
3(a)
3(b)
4(a)
10(a)
Finance costs — lease liabilities
Net finance cost — other
Contract work and purchased services
Repairs and maintenance
Transport and travel
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
15
4(b)
16
7(a)
4(c)
5
19
21
21
30 JUN 2023
$’000
475,452
1,874
30 JUN 2022
$’000
336,851
1,863
(227,889)
(153,734)
(96,421)
(8,021)
(5,591)
(5,881)
(23,153)
(41,249)
(20,549)
(744)
(153)
(21,896)
5,531
(2,408)
3,123
(68,325)
(6,498)
(17,916)
(4,408)
(6,097)
(13,860)
(32,902)
(12,893)
3,252
(512)
(14,361)
10,460
(2,828)
7,632
58
58
(12)
(12)
3,181
7,620
CENTS
1.7
1.6
CENTS
4.1
4.0
FOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 30 JUNE 2023
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative instruments
Current tax assets
Other assets
Total Current Assets
NON-CURRENT ASSETS
Other financial assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Total Non-current Assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liabilities
Derivative instruments
Current tax liabilities
Provisions
Total Current Liabilities
NON-CURRENT LIABILITIES
Borrowings
Lease liabilities
Derivative instruments
Provisions
Total Non-current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Pre IPO distributions to related entities
Reserves
Retained earnings
TOTAL EQUITY
The accompanying notes form part of these financial statements
38 | 39
NOTE
6
7
8
16
9
10
11
12
13
14
15
16
17
14
15
16
17
18
19
30 JUN 2023
$’000
30 JUN 2022
$’000
11,363
95,148
41,255
1,257
1,899
1,464
152,386
7
163,617
130,439
2,164
2,058
298,285
450,671
64,523
23,026
10,404
2,643
–
10,062
110,658
81,712
133,712
–
610
216,034
326,692
123,979
411,564
(354,613)
(30)
67,058
123,979
12,200
64,989
50,340
42
–
1,005
128,576
7
158,590
100,545
2,283
4,456
265,881
394,457
59,309
24,908
7,233
684
71
8,486
100,691
69,388
102,858
–
620
172,866
273,577
120,900
411,564
(354,613)
14
63,935
120,900
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
SHARE CAPITAL
$’000
NOTE
PRE IPO
DISTRIBUTIONS TO
RELATED ENTITIES
$’000
RESERVES
$’000
RETAINED
EARNINGS
$’000
TOTAL
$’000
Balance at 1 July 2021
410,915
(354,613)
386
56,265
112,953
Profit for the financial year 30 June 2022
–
–
–
7,632
7,632
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:
–
–
(12)
–
(12)
–
– (12)
7,632
7,620
– Recognition of share-based payments
19(a)
–
–
327
–
327
– New shares issued (net of share issue costs)
649
–
(687)
38
–
Balance at 30 June 2022
411,564
(354,613)
14
63,935
120,900
Profit for the financial year 30 June 2023
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)
–
–
–
–
–
–
–
–
–
–
Balance at 30 June 2023
411,564
(354,613)
The accompanying notes form part of these financial statements
–
58
58
(102)
–
(30)
3,123
3,123
–
58
3,123
3,181
–
–
(102)
–
67,058
123,979
WAGNERS ANNUAL REPORT 2023
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE
30 JUN 2023
$’000
30 JUN 2022
$’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
489,973
(460,366)
–
691
(11,523)
(1,980)
16,795
1,135
(15,151)
–
354,089
(339,585)
36
1,104
(10,400)
(1,373)
3,871
420
(23,975)
–
(14,016)
(23,555)
14,044
–
(3,890)
(13,829)
(3,675)
26,679
649
(3,148)
(14,555)
9,625
(896)
(10,059)
12,200
59
11,363
22,240
19
12,200
40 | 41
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
1
The consolidated financial statements of Wagners
Holding Company Limited and its subsidiaries (together,
the ‘Group’ or ‘Consolidated Entity’) for the year ended
30 June 2023 were authorised for issue in accordance
with a resolution of the directors on 21 August 2023.
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 current economic conditions 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 (2022: 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
using information available at the reporting date. No
impairment indicators were identified.
WAGNERS ANNUAL REPORT 2023 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, with
payment terms typically 30 days end of month.
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,
with payment terms typically between 30-60 days end
of month.
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.
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, refer to Note 26 for further information.
(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.
42 | 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
1 Statement of Significant Accounting Policies (continued)
(c) Revenue recognition (continued)
Provision of services (continued)
(d) Financial instruments
Classification
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.
For precast infrastructure projects, revenue is recognised
over time based on the output method, being segments
produced as a proportion of the total segments to
be delivered.
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 trade receivables when these
have been certified or invoiced to a customer. Contract
liabilities arise where payment is received prior to work
being performed.
The group classifies its financial assets in the following
measurement categories:
`
`
those to be measured subsequently at fair value (either
through Other Comprehensive Income (OCI), or through
profit or loss), and
those to be measured at amortised cost.
The classification depends on the group’s business model
for managing the financial assets and the contractual
terms of the cash flows.
For assets measured at fair value, gains and losses
will either be recorded in profit or loss or other
comprehensive income. For investments in debt
instruments, this will depend on the business model in
which the investment is held. For investments in equity
instruments that are not held for trading, this will depend
on whether the Group has made an irrevocable election
at the time of initial recognition to account for the equity
investment at Fair Value through Other Comprehensive
Income (FVOCI). The Group reclassifies debt investments
when and only when its business model for managing
those assets changes.
Measurement
At initial recognition, the group measures a financial asset
at its fair value plus, in the case of a financial asset not at
Fair Value through Profit or Loss (FVPL), transaction costs
that are directly attributable to the acquisition of the
financial asset. Transaction costs of financial assets carried
at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are
considered in their entirety when determining whether
their cash flows are solely payment of principal and
interest. Measurement of cash and cash equivalents
and trade and other receivables are measured at
amortised cost.
WAGNERS ANNUAL REPORT 2023
1 Statement of Significant Accounting Policies (continued)
(d) Financial instruments (continued)
Measurement (continued)
DEBT INSTRUMENTS
Subsequent measurement of debt instruments depends
on the group’s business model for managing the asset
and the cash flow characteristics of the asset. There are
three measurement categories into which the group
classifies its debt instruments:
` Amortised cost: Assets that are held for collection of
contractual cash flows where those cash flows represent
solely payments of principal and interest are measured at
amortised cost. Interest income from these financial assets
is included in finance income using the effective interest
rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other
gains/(losses), together with foreign exchange gains and
losses. Impairment losses are presented as separate line item
in the profit or loss.
Fair Value through OCI (FVOCI): Assets that are held for
collection of contractual cash flows and for selling the
financial assets, where the assets’ cash flows represent solely
payments of principal and interest. When the financial asset
is derecognised, the cumulative gain or loss previously
recognised is reclassified from equity to profit or loss and
recognised in other gains/(losses).
Fair Value through Profit or Loss (FVPL): Assets that do not
meet the criteria for amortised cost or FVOCI are measured
at FVPL. A gain or loss on a debt investment that is
subsequently measured at FVPL is recognised in profit or loss
and presented net within other gains/(losses) in the period
in which it arises.
`
`
Impairment
The Group’s accounting for impairment losses relating
to financial assets is on a forward looking basis using
the Expected Credit Losses (ECL) approach. For trade
receivables and contract assets, the Group applies the
simplified approach permitted by AASB 9, which requires
expected lifetime losses to be recognised from initial
recognition of the receivables. The Group has established
a provision matrix that is based on the Group’s historical
credit losses against the receivables ageing profile.
Derivatives
The Group uses derivative financial instruments, such as
forward currency contracts and interest rate swaps, to
hedge its foreign currency risks and interest rate risks,
respectively. Such derivative financial instruments are
initially recognised at fair value on the date on which a
derivative contract is entered into and are subsequently
remeasured at fair value. Derivatives are carried as
financial assets when the fair value is positive and as
financial liabilities when the fair value is negative.
(e) Income tax
The income tax expense or benefit for the period is the
tax payable on the current period's taxable income based
on the applicable income tax rate for each jurisdiction
where the Company’s subsidiaries operate and generate
taxable income, adjusted by changes in deferred tax
assets and liabilities attributable to temporary differences,
unused tax losses and prior period adjustments
(where applicable).
Current and deferred tax is recognised in the
consolidated income statement, except to the extent that
it relates to items recognised in other comprehensive
income. In which case, the tax is also recognised in other
comprehensive income.
Deferred tax assets and liabilities are recognised for
temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in
the consolidated financial statements, at the tax rates
expected to apply when the asset is realised or the
liability is settled, except for:
` When the deferred income tax asset or liability arises from
the initial recognition of goodwill or an asset or liability in
a transaction other than a business combination, that at
the time of the transaction affects neither accounting nor
taxable profit or loss; or
` When the taxable temporary differences relate to interests in
subsidiaries, associates or joint ventures, and the Company
is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not
reverse in the foreseeable future; or
Deferred tax assets relating to temporary differences and
unused tax losses are recognised only to the extent that
it is probable that future taxable profit will be available
against which the benefits of the deferred tax asset can
be utilised.
44 | 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 1 Statement of Significant Accounting Policies (continued)
(e) Income tax (continued)
(f) Earnings per share
(i) Basic earnings per share
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.
Basic earnings per share is calculated by dividing the
profit attributable to the owners of the Company,
excluding any costs of servicing equity other than
ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial period,
adjusted for bonus elements in ordinary shares issued
during the financial period.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in
the determination of basic earnings per share to take
into account the after income tax effect of interest and
other financing costs associated with dilutive potential
ordinary shares and the weighted average number of
shares assumed to have been issued for no consideration
in relation to dilutive potential ordinary shares.
(g) Inventories
Inventories are stated at the lower of cost and net
realisable value. The cost of manufactured products
includes direct costs & direct labour, costs are assigned
on the basis of weighted average costs. Net realisable
value is the estimated selling price in the ordinary course
of business less the estimate costs of completion and the
necessary costs to make the sale.
(h) Intangibles
Licenses and accreditations acquired as part of a prior
business combination are recognised separately from
goodwill. The licenses and accreditations are carried at
their fair value at the date of acquisition less accumulated
amortisation and impairment losses. Amortisation is
calculated based on the timing of projected cash flows of
the contracts over their estimated useful lives, which was
estimated at 23 years.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 1 Statement of Significant Accounting Policies (continued)
(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).
(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.
46 | 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 1 Statement of Significant Accounting Policies (continued)
(k) Business combinations and goodwill (continued)
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
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.
(m) Employee benefits
(i) Functional and presentation currency
(i) Short-term employee benefits
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.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 1 Statement of Significant Accounting Policies (continued)
(m) Employee benefits (continued)
(ii) Other long-term employee benefits
The liabilities for long service leave and annual leave
which is not expected to be settled wholly within
12 months after the end of the reporting period in which
the employees render the related service is recognised
in the provision for employee benefits and measured
as the present value of expected future payments to be
made in respect of services provided by employees up
to the end of the reporting period using the projected
unit credit method. Consideration is given to expected
future wage and salary levels, experience of employee
departures and periods of service. Expected future
payments are discounted using market yields at the end
of the reporting period on corporate bonds with terms
and currencies that match, as closely as possible, the
estimated future cash outflows.
The Group’s obligations for long-term employee benefits
are presented as non-current provision for employee
benefits the consolidated statement of financial position,
except where the Group does not have an unconditional
right to defer settlement for at least 12 months after
the end of the reporting period, in which case the
obligations are presented as a current provision for
employee benefits.
(iii) Retirement benefit obligations
All Australian-resident employees of the Group are
entitled to receive a superannuation guarantee
contribution, currently 10.5% of the employee’s average
ordinary salary, to the employee’s superannuation fund
of choice. All superannuation guarantee contributions are
recognised as an expense when they become payable.
All obligations for unpaid superannuation guarantee
contributions at the end of the reporting period are
measured at the (undiscounted) amounts expected
to be paid when the obligation is settled and are
presented as current liabilities in the Group’s statement
of financial position.
Other amounts charged to the financial statements in
this respect represents the contribution made by the
consolidated entity to employee retirement benefit funds
in other jurisdictions.
(iv) Termination benefits
Termination benefits are payable when employment is
terminated by the Group before the normal retirement
date, or when an employee accepts voluntary
redundancy in exchange for these benefits. The Group
recognises a liability and expense for termination
benefits at the earlier of: (a) the date when the Group
can no longer withdraw the offer of those benefits; and
(b) when the Group recognises costs for restructuring
pursuant to AASB 137 Provisions, Contingent Liabilities
and Contingent Assets and the costs include termination
benefits. In either case, unless the number of employees
affected is known, the obligation for termination benefits
is measured on the basis of the number of employees
expected to be affected. Termination benefits that are
expected to be settled wholly before 12 months after
the annual reporting period in which the benefits are
recognised are measured at the (undiscounted) amounts
expected to be paid. All other termination benefits are
accounted for on the same basis as other long-term
employee benefits.
(v) Short-term incentive scheme
The Group recognises a liability and an expense for
bonuses based on a formula that takes into consideration
the earnings of the Group after certain adjustments,
subject to Board approval.
(n) Provisions
Provisions are recognised when the Group has a legal
or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits
will result and that outflow can be reliably measured.
Provisions are measured using the best estimate of the
amounts required to settle the obligation at the end of
the reporting period.
(o) Cash and cash equivalents
Cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other
short-term highly liquid investments with original
maturities of three months or less, and bank overdrafts.
Bank overdrafts are reported within borrowings in current
liabilities on the statement of financial position.
48 | 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 1 Statement of Significant Accounting Policies (continued)
(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.
(r) Borrowings
Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between
the proceeds and the redemption amount is recognised
in profit or loss over the period of the borrowings
using the effective interest method. Borrowing costs
on the establishment of loan facilities are recognised
as transaction costs of the loan to the extent that it is
probable that some or all of the facility will be drawn
down. In this case, the fee is deferred until the draw
down occurs.
Borrowings are removed from the consolidated
statement of financial position when the obligation
specified in the contract is discharged, cancelled or
expired. The difference between the carrying amount
of a financial liability that has been extinguished or
transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities
assumed, is recognised in profit or loss as other income
or finance costs.
Borrowings are classified as current liabilities unless
the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the
reporting period.
Borrowing costs incurred for the construction of any
qualifying assets are capitalised during the period of
time that is required to complete and prepare the asset
for its intended use or sale. Other borrowing costs not
previously mentioned are expensed as incurred.
(s) Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
(t) Dividends
Provision is made for the amount of any dividend
declared, being appropriately authorised and no longer
at the discretion of the Company, on or before the end of
the reporting period but not distributed at the end of the
reporting period.
(u) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of
the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Taxation
Office (ATO).
Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the ATO is included
with other receivables or payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or
financing activities which are recoverable from, or
payable to, the ATO are presented as operating cash
flows included in receipts from customers or payments
to suppliers.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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 2023 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)
(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.
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.
50 | 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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.
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.
`
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 2 Segment reporting (continued)
Reconciliations of reportable segment revenues & profit or loss
YEAR ENDED 30 JUNE 2023
Segment revenue
Inter-segment elimination
CMS
$’000
433,472
(17,787)
Revenue from contracts with customers
415,685
Other income
958
CFT
$’000
59,244
–
59,244
6
Total revenue for the year
416,643
59,250
EFC®
$’000
395
(35)
360
12
372
CORPORATE
$’000
3,201
(3,038)
163
898
TOTAL
$’000
496,312
(20,860)
475,452
1,874
1,061
477,326
Profit/(loss) before interest & income tax
36,350
(1,921)
(4,010)
(13,416)
Finance costs
Interest income
Income tax expense
Profit for the year
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
17,003
(11,472)
–
(2,408)
3,123
TOTAL
$’000
352,060
(15,208)
336,851
1,863
338,714
20,965
(10,541)
36
(2,828)
7,632
Major customers
The Group has a number of customers to whom it provides both materials and services. The Group supplies one external
customer (2022: two) in the CMS segment who accounts for 12% of external revenue (2022: 22%).
Geographical information
Refer to note 3(c) for disclosure of geographical information on revenue.
52 | 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 INCOME
3
(a) Revenue from contracts with customers
Sale of goods
Sale of services
Total revenue from contracts with customers
30 JUN 2023
$’000
30 JUN 2022
$’000
358,375
117,077
475,452
244,714
92,137
336,851
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
30 JUN 2023
$’000
30 JUN 2022
$’000
913
691
237
33
238
1,104
178
343
1,874
1,863
(c) Disaggregation of revenue
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 JUN 2023
30 JUN 2022
CMS
$’000
CFT
$’000
EFC®
$’000
CORPORATE
$’000
CMS
$’000
CFT
$’000
EFC®
$’000
CORPORATE
$’000
346,420
70,415
22,617
26,173
149
–
163
–
292,523
1,560
19,120
16,555
–
–
–
–
–
5,168
2,550
2,736
–
–
346,420
70,415
25,167
34,077
415,685
59,244
–
–
–
211
–
360
–
360
–
–
–
–
–
–
–
–
–
135
4,176
1,054
948
–
–
163
–
163
292,658
1,560
17,610
24,243
294,218
41,853
58
–
–
–
–
130
–
188
–
188
592
–
–
–
–
–
592
–
592
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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 2023
$’000
30 JUN 2022
$’000
88,604
7,920
(102)
62,627
5,371
327
(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)
(c) Other expenses
Rent & hire costs
Freight & postal costs
Other expenses
54 | 55
30 JUN 2023
$’000
30 JUN 2022
$’000
–
6,151
(270)
5,881
(36)
4,337
1,796
6,097
30 JUN 2023
$’000
30 JUN 2022
$’000
12,250
3,343
6,303
21,896
7,120
3,278
3,963
14,361
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 INCOME TAX
5
(a) Income tax expense
The components of income tax expense comprise:
Current tax on profits for the year
Adjustments for current tax of prior periods
Deferred tax expense/(benefit)
CONSOLIDATED GROUP
30 JUN 2023
$’000
30 JUN 2022
$’000
–
–
2,408
2,408
339
–
2,489
2,828
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
Prima facie tax payable using Australian tax rate of 30% (2022: 30%)
Adjusted for:
– Foreign tax rate differential
– Current year tax losses and temporary differences not brought to account
– Foreign exchange impacts on tax expense
– 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 2023
$’000
30 JUN 2022
$’000
5,531
1,659
251
655
18
(175)
–
10,460
3,138
45
254
–
(264)
(345)
2,408
2,828
30 JUN 2023
$’000
30 JUN 2022
$’000
7
11,356
11,363
8
12,192
12,200
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 7
TRADE AND OTHER RECEIVABLES
CURRENT
Trade receivables
Provision for expected credit loss of trade receivables
Contract assets (i)
Other receivables
30 JUN 2023
$’000
30 JUN 2022
$’000
83,250
65,338
(1,314)
(1,161)
81,936
64,177
13,107
614
105
198
95,148
64,989
(i) Contract assets increased due mainly to the Sydney Metro Precast contract in the financial year ended 30 June 2023.
(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 2023
$’000
30 JUN 2022
$’000
1,161
759
153
–
512
(110)
1,314
1,161
56 | 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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 2023
Current1
1 to 30 days past current
31 to 60 days past current
61 to 90 days past current
90+ days past current
Contract assets
Balance at end of period
TRADE RECEIVABLE AGEING AS AT 30 JUNE 2022
Current1
1 to 30 days past current
31 to 60 days past current
61 to 90 days past current
90+ days past current
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%
72,471
15,868
1,730
–
1,378
4,910
96,357
361
159
88
–
706
–
1,314
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
1 Current is defined as per the payment terms disclosed in note 1(c), being a combination of 30 and 60 day terms.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023
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 2023 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 2023
$’000
30 JUN 2022
$’000
24,263
518
16,474
41,255
28,343
153
21,844
50,340
The Group recognised $142.091 million of inventory through profit or loss for the financial year ending 30 June 2023
(2022: $109.086 million).
58 | 59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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 2023
$’000
30 JUN 2022
$’000
27,427
(7,075)
20,352
187,844
(93,995)
93,849
67,844
(38,628)
29,216
20,200
22,268
(6,416)
15,852
173,413
(83,333)
90,080
58,952
(31,766)
27,186
25,472
163,617
158,590
FINANCIAL YEAR ENDED 30 JUNE 2023
$’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 2022
$’000
Opening net book value
Additions
Transfers from under construction
Transfers between classes
Exchange differences
Depreciation
Disposals
Closing net book value
LAND
IMPROVEMENTS &
BUILDINGS
15,852
(1,419)
6,578
–
–
(659)
–
20,352
16,509
–
37
–
–
(694)
–
15,852
PLANT &
EQUIPMENT
90,080
5,292
9,753
119
–
(11,376)
(19)
93,849
81,144
5,573
13,078
233
5
(9,865)
(88)
90,080
MOTOR
VEHICLES
27,186
8,273
2,173
(119)
–
(8,094)
(203)
ASSETS UNDER
CONSTRUCTION
25,472
13,232
(18,504)
–
–
–
–
TOTAL
158,590
25,378
–
–
–
(20,129)
(222)
29,216
20,200
163,617
25,593
8,543
619
(233)
–
(7,243)
(93)
27,186
18,262
20,944
(13,734)
–
–
–
–
141,508
35,060
–
–
5
(17,802)
(181)
25,472
158,590
As at 30 June 2023 the value of the Group’s assets pledged as security was $24,290,242 (2022: $19,167,347).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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
60 | 61
30 JUN 2023
$’000
30 JUN 2022
$’000
153,647
(23,208)
130,439
115,731
(15,186)
100,545
30 JUN 2023
$’000
30 JUN 2022
$’000
100,545
–
37,915
(8,021)
93,739
2,049
11,255
(6,498)
130,439
100,545
30 JUN 2023
$’000
30 JUN 2022
$’000
2,740
(576)
2,164
2,164
2,740
(457)
2,283
2,283
30 JUN 2023
$’000
30 JUN 2022
$’000
2,283
(119)
2,164
2,402
(119)
2,283
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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
Tax losses
Other items
Deferred tax assets/(liabilities)
Set off deferred taxes
Net deferred tax assets
ASSETS
LIABILITIES
NET ASSETS/(LIABILITIES)
30 JUN
2023
–
–
352
3,257
794
508
43,236
1,968
–
55
1,016
688
51,874
(49,816)
2,058
30 JUN
2022
1
–
339
2,901
206
235
33,027
2,036
–
70
–
465
39,280
(34,824)
4,456
30 JUN
2023
(251)
(8,356)
–
–
(377)
–
30 JUN
2022
(306)
(3,923)
–
–
(16)
–
(39,131)
(30,163)
–
(1,513)
–
–
(188)
(49,816)
49,816
–
–
(224)
–
–
(192)
(34,824)
34,824
–
30 JUN
2023
(251)
(8,356)
352
3,257
417
508
4,105
1,968
(1,513)
55
1,016
500
2,058
–
2,058
30 JUN
2022
(305)
(3,923)
339
2,901
190
235
2,864
2,036
(224)
70
–
273
4,456
–
4,456
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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 2023
$’000
Inventories
Property, plant & equipment
Expected credit loss
Employee benefits
Derivative financial instruments
Provisions
Leases
Contract liabilities
Contract assets
Share based payments
Tax losses
Other items
OPENING
BALANCE
CHARGED
TO INCOME
CHARGED
TO EQUITY
EXCHANGE
DIFFERENCES
(305)
(3,923)
339
2,901
190
235
2,864
2,036
(224)
70
–
273
54
(4,433)
13
356
227
273
1,241
(68)
(1,289)
(15)
1,016
227
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Net deferred tax assets
4,456
(2,398)
OPENING
BALANCE
CHARGED
TO INCOME
CHARGED
TO EQUITY
EXCHANGE
DIFFERENCES
(118)
(187)
(554)
227
(3,369)
112
2,444
457
986
(796)
799
(564)
1,859
839
(230)
–
693
6,945
1,005
1,197
6
70
(420)
(2,489)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
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
62 | 63
CLOSING
BALANCE
(251)
(8,356)
352
3,257
417
508
4,105
1,968
(1,513)
55
1,016
500
2,058
CLOSING
BALANCE
(305)
(3,923)
339
2,901
190
235
2,864
2,036
(224)
70
273
4,456
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 13 TRADE AND OTHER PAYABLES
Trade payables
Contract liabilities1
Sundry payables and accrued expenses2
30 JUN 2023
$’000
30 JUN 2022
$’000
27,286
3,593
33,644
64,523
27,457
5,556
26,296
59,309
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 decreased due to the Precast Concrete division recognising advanced payments of a major secured contracts, that totaled
$11.788 million respectively. Revenue of $5.725 million was recognised during the year that was in contract liabilities at the beginning of the period
(2022: $3.076 million)
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 2023
$’000
30 JUN 2022
$’000
8,987
16,718
269
7,670
33,644
5,256
14,702
950
5,388
26,296
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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
30 JUN 2023
$’000
30 JUN 2022
$’000
15,694
7,332
23,026
75,000
6,712
81,712
90,694
14,044
104,738
15,800
9,108
24,908
64,000
5,388
69,388
79,800
14,496
94,296
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 2023 & 30 June 2022.
In March 2023 the Group secured a facility limit increase to term debt of $20 million, up to $120 million.
In July 2023 new facilities have been agreed to with existing lenders NAB & HSBC, with the documentation currently being finalised. These new
facilities will expire in July 2026 and increase both term debt and working capital facility limits further to those already extended in March 2023,
up to $150 million.
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.
64 | 65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023
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
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 2023
$’000
30 JUN 2022
$’000
10,404
7,233
22(b)
133,712
144,116
102,858
110,091
30 JUN 2023
$’000
30 JUN 2022
$’000
110,091
–
37,915
5,591
(9,481)
144,116
99,935
2,049
11,255
4,409
(7,557)
110,091
30 JUN 2023
$’000
30 JUN 2022
$’000
5,591
821
9,451
4,409
654
5,033
15,863
10,096
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 16 DERIVATIVE INSTRUMENTS
ASSETS
Foreign exchange forward contracts
LIABILITIES
Foreign exchange forward contracts
Interest rate swap contracts
30 JUNE 2023
30 JUNE 2022
NOTE
CURRENT
$'000
NON-CURRENT
$'000
CURRENT
$'000
NON-CURRENT
$'000
1,257
(2,643)
–
(2,643)
–
–
–
–
–
42
(256)
(428)
(684)
(642)
–
–
–
–
–
Total derivative assets/(liabilities)
23
(1,386)
Total movement in Derivatives recognised
through Profit or Loss
(744)
3,252
66 | 67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 17 PROVISIONS
(a) Provision balances
CURRENT
Employee benefits (i)
Other (ii)
NON-CURRENT
Employee benefits (i)
Total Provision
30 JUN 2023
$’000
30 JUN 2022
$’000
8,323
1,739
10,062
610
10,672
7,698
788
8,486
620
9,106
(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 2023
$’000
Opening balance
Charged to profit or loss
Amounts used during the period
Closing balance
YEAR ENDED 30 JUNE 2022
$’000
Opening balance
Charged to profit or loss
Amounts used during the period
Closing balance
EMPLOYEE BENEFITS
OTHER
8,318
7,298
(6,683)
8,933
EMPLOYEE BENEFITS
7,060
5,671
(4,413)
8,318
788
951
–
1,739
OTHER
2,669
(1,881)
–
788
TOTAL
9,106
8,249
(6,683)
10,672
TOTAL
9,729
3,790
(4,413)
9,106
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 ISSUED CAPITAL
18
(a) Share capital
Ordinary shares
187,618,665
187,618,665
411,564
411,564
30 JUN 2023
SHARES
30 JUN 2022
SHARES
30 JUN 2023
$’000
30 JUN 2022
$’000
(b) Movement in share capital
DATE
1 July 2021
DETAILS
Opening balance
21 December 2021
Shares issued to Wagners’ Employee Share Trust1
30 June 2022
Closing balance
No transactions in financial year
NO. OF SHARES
187,196,887
421,778
187,618,665
$’000
410,915
649
411,564
30 June 2023
Closing balance
187,618,665
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 2,276,811 performance rights on 26 September 2022 (2022: 2,280,060) 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.
68 | 69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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 2023
$’000
30 JUN 2022
$’000
184
(214)
(30)
286
(272)
14
30 JUN 2023
$’000
30 JUN 2022
$’000
286
(102)
–
–
184
(272)
58
(214)
646
327
(650)
(37)
286
(260)
(12)
(272)
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).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023
20 DIVIDENDS
(a) Dividends paid
There were no dividends paid in both the current and prior financial years ended 30 June 2023 & 30 June 2022 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 $13.363 million (2022: $14.093 million).
This balance includes adjustments made for franking credits arising from the payment of estimated provision for 2023 income tax.
21 EARNINGS PER SHARE
EARNINGS USED IN CALCULATING EARNINGS PER SHARE
30 JUN 2023
$’000
30 JUN 2022
$’000
Profit attributable to the ordinary equity holders of the Company
3,123
7,632
WEIGHTED AVERAGE NUMBER OF SHARES USED AS DENOMINATOR
30 JUN 2023
NO. ’000
30 JUN 2022
NO. ’000
Weighted average number of ordinary shares used in calculating basic earnings per share
187,618,665
187,417,598
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
4,254,218
3,731,833
191,872,883
191,149,431
30 JUN 2023
CENTS
30 JUN 2022
CENTS
1.7
1.6
4.1
4.0
70 | 71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 22 Cash flow information
(a) Reconciliation of cash flow from operation with profit/(loss) after income tax
Profit 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
– Net exchange differences
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 2023
$’000
30 JUN 2022
$’000
3,123
7,632
20,129
8,021
119
744
(913)
(102)
–
(30,139)
(479)
9,085
5,213
(1,970)
2,398
1,566
16,795
17,802
6,498
119
(3,252)
(238)
(360)
(6)
(14,971)
(386)
(26,032)
16,233
(1,034)
2,489
(623)
3,871
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023
22 Cash flow information (continued)
(b) Reconciliation of financial liabilities to cash flows from financing activities
LEASE LIABILITIES
CHATTEL
MORTGAGES
FINANCE FACILITY
DERIVATIVES
HELD TO HEDGE
BORROWINGS
110,091
–
14,497
–
(3,890)
(10,679)
79,800
10,961
(67)
–
–
37,915
144,116
10,226
–
–
–
–
–
14,044
90,694
684
–
–
–
1,959
–
2,643
LEASE LIABILITIES
CHATTEL
MORTGAGES
FINANCE FACILITY
99,935
–
14,588
–
56,500
23,300
(3,148)
(14,555)
–
–
13,304
110,091
14,464
–
–
14,497
79,800
DERIVATIVES
HELD TO HEDGE
BORROWINGS
3,895
–
–
–
(3,211)
–
684
–
–
–
–
TOTAL
205,072
10,961
(14,636)
10,226
1,959
37,915
251,497
TOTAL
174,918
23,300
(17,703)
14,464
(3,211)
13,304
205,072
YEAR ENDED 30 JUNE 2023
$’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 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
72 | 73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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 2023
Interest rate swap contracts
Foreign exchange forward contracts
AS AT 30 JUNE 2022
Interest rate swap contracts
Foreign exchange forward contracts
NOTE
16
16
16
16
LEVEL1
$’000
–
–
–
–
–
–
LEVEL 2
$’000
–
(1,386)
(1,386)
(428)
(214)
(642)
LEVEL 3
$’000
–
–
–
–
–
–
TOTAL
$’000
–
(1,386)
(1,386)
(428)
(214)
(642)
There were no transfers between fair value hierarchies during the current and previous financial years.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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 one key customer (2022: two), which
accounted for 12% of revenue for the financial year ended 30 June 2023 (2022: 22%). 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.
(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.
74 | 75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023
24 Financial risk management (continued)
(b) Liquidity risk (continued)
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
differ from their carrying amount in the statement of financial position.
AS AT 30 JUNE 2023
Trade and other payables
Derivative financial liabilities
Chattel mortgages
Finance facility
Lease liabilities
AS AT 30 JUNE 2022
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
64,523
2,643
7,819
15,694
10,606
–
–
6,970
75,000
41,642
101,285
123,612
59,309
684
9,300
15,800
7,365
92,458
–
–
5,551
64,000
27,662
97,213
193,075
193,075
245,323
417,972
TOTAL
$’000
64,523
2,643
14,789
90,694
TOTAL
$’000
59,309
684
14,851
79,800
–
–
–
–
–
–
–
–
154,355
154,355
189,382
344,026
WITHIN 1 YEAR
$’000
1 TO 5 YEARS
$’000
OVER 5 YEARS
$’000
At the end of each reporting period the Group had access to the following undrawn borrowing facilities:
Expiring within one year
Expiring beyond one year
AS AT 30 JUNE 2023
AS AT 30 JUNE 2022
DRAWN
$’000
15,694
75,000
90,694
AVAILABLE
$’000
–
29,306
29,306
DRAWN
$’000
15,800
64,000
79,800
AVAILABLE
$’000
200
20,000
20,200
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023
24 Financial risk management (continued)
(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 2023 0% (2022: 62.7%) of Group debt is at a fixed rate.
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.
At the end of the reporting period, the Group had the following outstanding interest rate swap contracts:
NOTIONAL PRINCIPAL AMOUNT
30 JUN 2023
$’000
30 JUN 2022
$’000
INTEREST RATES
Interest rate swaps
–
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).
IMPACT ON POST TAX PROFIT
30 JUN 2023
$’000
30 JUN 2022
$’000
(505)
505
333
(333)
+100bp variability in interest rate
-100bp variability in interest rate
76 | 77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 24 Financial risk management (continued)
(c) Market risk (continued)
(ii) Foreign exchange risk
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.
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 2023
$’000
30 JUN 2022
$’000
30 JUN 2023
$
30 JUN 2022
$
12,906
1,500
14,406
17,010
4,500
21,510
0.7032
0.7000
0.7029
0.7367
0.7324
0.7358
NOTIONAL AMOUNT
AVERAGE EXCHANGE RATES
30 JUN 2023
$’000
30 JUN 2022
$’000
30 JUN 2023
$
30 JUN 2022
$
18,405
–
18,405
20,500
4,500
25,000
0.7322
0.7322
0.7355
0.7256
0.7337
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023
24 Financial risk management (continued)
(c) Market risk (continued)
(ii) Foreign exchange risk (continued)
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 2023
$’000
30 JUN 2022
$’000
1,673
(2,056)
1,500
(3,396)
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 2023.
78 | 79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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 2023
$
30 JUN 2022
$
1,590,518
1,733,518
55,000
74,094
–
(28,395)
54,840
22,603
–
95,250
1,691,217
1,906,211
Further disclosures relating to key management personnel compensation are set out in the Remuneration report,
which can be found on pages 25 to 35 of the Directors’ Report.
No loans have been provided to key management personnel by the Group throughout the financial year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023
25 Related party transactions (continued)
(d) Transactions with other related parties
Directors and related parties
All transactions between the Group and any Director and their related parties are conducted on the basis of normal
commercial trading terms and conditions as agreed upon between the parties as per normal arm’s length business
transactions. Such transactions and amounts owed or owing with Director and their related parties are detailed as follows:
DESCRIPTION
Sale of materials and services
Payments for rent of property and plant2
Payments for material royalties, wharfage & other
Totals
2023
2022
REVENUE/(COSTS)
$
OWED/(OWING)1
$
REVENUE/(COSTS)
$
OWED/(OWING)
$
3,634,884
425,178
6,903,548
1,621,824
(7,071,498)
(2,343,526)
–
(5,893,136)
–
(91,328)
(1,514,871)
(91,328)
(5,780,140)
333,850
(504,459)
1,530,496
1
Amounts owed/ (owing) are sitting within current trade receivables and current trade payables respectively.
2 Payments for rent of property and plant resulted in the following right-of-use assets and lease liabilities being recognised:
DESCRIPTION
30 JUN 2023
$
30 JUN 2022
$
Right-of-use asset
108,621,959
77,813,344
Lease liability
(133,283,427)
(86,759,240)
80 | 81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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 2023 was a
credit of $102,699 (2022: $327,036 expense). 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:
CALENDAR
YEAR ISSUED TRANCHE
2022
2022
2022
2021
2021
2021
2021
2021
2021
2020
2020
2020
2019
2019
1
2
3
1
2
3
1A
1B
2A
1
2
3
1
3
VESTING DATE
EXPIRY DATE
30 Sep 2025
Sep 2027
30 Sep 2025
Sep 2027
30 Sep 2025
Sep 2027
31 Aug 2022
Nov 2026
31 Aug 2023
Nov 2026
31 Aug 2024
Nov 2026
31 Aug 2022
Nov 2023
31 Aug 2022
Nov 2024
31 Aug 2023
Nov 2024
31 Aug 2021
Nov 2025
31 Aug 2022
Nov 2025
31 Aug 2023
Nov 2025
31 Aug 2020
Nov 2024
31 Aug 2022
Nov 2024
PERFORMANCE
PERIOD1
1 JULY 2022
ISSUED
EXERCISED
MOVEMENTS
1 year
2 years
3 years
1 year
2 years
3 years
1 year
1 year
2 years
1 year
2 years
3 years
1 year
3 years
–
–
–
758,937
758,937
758,937
276,095
276,095
276,095
438,064
405,486
608,225
202,739
405,486
405,486
219,031
219,031
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
EXPIRED/
FORFEITED2
30 JUNE 2023
(118,529)
640,408
(118,529)
640,408
(118,529)
640,408
(45,358)
230,737
(45,358)
230,737
(45,358)
230,737
(438,064)
–
(77,328)
328,158
(115,991)
492,234
(38,664)
164,075
(77,328)
328,158
(77,328)
328,158
(219,031)
(219,031)
–
–
3,731,833
2,276,811
– (1,754,426) 4,254,218
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 any the remaining options with a final vesting condition of FY23 will be forfeited in FY24.
The weighted average remaining contractual life of performance rights outstanding at the end of the year was 2.9 years.
The performance options outstanding have no exercise price.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values
2022 ISSUED PERFORMANCE RIGHTS
1
2
VESTING DATES
30 September 2025
VESTING CONDITIONS
TRANCHE 1
The 10-working day volume weighted average price (VWAP) of the Wagners share price, after the
release of the financial results for the period ended 30 June 2023, must be equal to or exceed $1.85
TRANCHE 2
The 10-working day VWAP of the Wagners share price, after the release of the financial results
for the period ended 30 June 2024, must be equal to or exceed $2.50
TRANCHE 3
The 10-working day VWAP of the Wagners share price, after the release of the financial results
for the period ended 30 June 2025, must be equal to or exceed $2.95
ADDITIONAL VESTING TERMS
The participant must be still employed at the Vesting Date for any options to be eligible
to be vested.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
82 | 83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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:
2022 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 September 2022
20 September 2022
20 September 2022
$0.00
Refer above
$0.85
$0.00
Refer above
$0.85
$0.00
Refer above
$0.85
20 September 2027
20 September 2027
20 September 2027
5 years
50%
2.83%
3.30%
5 years
50%
2.83%
3.30%
5 years
50%
2.83%
3.30%
Monte Carlo
Monte Carlo
Monte Carlo
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 26 Share based payments (continued)
(c) Performance rights granted vesting conditions and fair values (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
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.
84 | 85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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 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.
86 | 87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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:
(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.
88 | 89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 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 2023
%
30 JUNE 2022
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
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%
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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 2023
$’000
30 JUN 2022
$’000
641
4,432
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
Total amount paid or payable to auditor
30 JUN 2023
$
30 JUN 2022
$
254,770
254,770
253,392
253,392
2,725
4,500
–
–
8,515
8,515
257,495
266,407
30 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.
90 | 91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023
30 Deed of cross guarantee (continued)
(a) Consolidated statement of profit or loss and other 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 statement of profit or loss and other comprehensive income and a summary of movements in consolidated
retained earnings for the year ended 30 June 2023 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 2023
$’000
464,170
1,166
(219,870)
(91,542)
(7,796)
(19,947)
(5,580)
(5,690)
(12,323)
(15,667)
(3,151)
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)
(582)
(800)
(11,931)
(6,945)
(40,880)
(32,444)
(7,585)
(5,873)
(744)
(5,744)
(4,538)
3,252
(47)
(483)
(5,371)
(3,243)
10,757
13,351
(3,254)
7,503
(3,726)
9,625
–
–
7,503
9,625
67,130
7,503
–
74,633
57,468
9,625
37
67,130
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 30 Deed of cross guarantee (continued)
(b) Consolidated statement of financial position
Set out below is a consolidated statement of financial position as at 30 June 2023 of the closed group consisting of the
Companies as previously mentioned.
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative instruments
Current tax assets
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
92 | 93
30 JUN 2023
$’000
30 JUN 2022
$’000
10,215
128,220
39,244
1,257
1,859
1,425
182,220
137,342
130,439
2,164
2,365
272,310
454,530
66,094
23,026
10,409
2,643
–
9,940
112,112
81,712
133,712
–
610
216,034
328,146
126,384
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)
635
74,633
126,384
411,564
(360,448)
737
67,130
118,983
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023 31 PARENT ENTITY FINANCIAL INFORMATION
The following information has been extracted from the books and records of the parent, Wagners Holding Company
Limited, 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
30 JUN 2023
$’000
30 JUN 2022
$’000
42
129,951
129,993
16,923
10,854
27,777
411,564
(355,010)
184
45,479
102,217
42
130,183
130,225
21,030
6,848
27,878
411,564
(355,010)
324
45,469
102,347
(28)
(28)
(198)
(198)
(a) Contingent assets and liabilities
The parent entity does not have any contingent assets or liabilities as at 30 June 2023.
(b) Guarantees entered into by the parent entity
There are cross guarantees given by Wagners Holding Company Limited as described in note 30. 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 $426 thousand of contractual commitments for the acquisition of property, plant or equipment
(2022: $3.847 million).
32 EVENTS OCCURRING AFTER THE REPORTING PERIOD
To the Directors' best knowledge, there has not arisen in the interval between 30 June 2023 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2023WAGNERS ANNUAL REPORT 2023 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 2023 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 2023.
MR DENIS WAGNER
Chairman
Dated at Toowoomba, Queensland
on 21 August 2023.
94 | 95
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of 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 2023, 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 2023 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 | 97
WAGNERS ANNUAL REPORT 2023
Revenue recognition and measurement
Key audit matter
How the matter was addressed in our audit
The Group’s disclosures regarding
revenue recognition are included in Note
1(c) and Note 3, detailing the accounting
policies applied, and disclosures relating
to AASB 15 Revenue from Contracts with
Customers.
The assessment of revenue recognition
was significant to our audit given
revenue is a material balance within the
financial statements for the year ended
30 June 2023.
The assessment of revenue recognition
and measurement required significant
auditor effort.
In addition, the Group entered into a
contract during the prior year to provide
precast materials to the Sydney Metro
tunnel project. This contract requires
the Group to manufacture and supply
tunnel segments over a two-year period.
The total value of the contract is
considered material to the Group, and
required significant auditor effort in
assessing the revenue recognition of this
contract.
Our procedures included, but were not limited to:
• Assessing the Group’s revenue recognition policy for
compliance with AASB 15 Revenue from Contracts with
Customers;
• Documenting the processes and assessing the internal
controls relating to revenue processing and
recognition;
• Tracing a sample of revenue transactions to supporting
documentation and the satisfaction of performance
obligations;
• Performing detailed substantive analytical procedures
on the yearly sales for each material component;
• Obtaining management’s revenue recognition paper on
the Sydney Metro tunnelling contract, assessing
revenue recognition for compliance with AASB 15
Revenue from Contracts with Customers including
identifying separate performance obligations and
allocating the transaction price to the separate
performance obligations, obtaining a confirmation of
the year end receivables balance, reconciling amounts
recognised as revenue and contract assets or
liabilities, and attending physical observation of the
production process at year end; and
• Assessing the adequacy of the Group's disclosures
within the financial statements.
Other information
The directors are responsible for the other information. The other information comprises the
information contained in the Directors’ Report for the year ended 30 June 2023, but does not include
the financial report and our auditor’s report thereon, which we obtained prior to the date of this
auditor’s report, and the Annual Report, which is expected to be made available to us after that date.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
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 | 98
96 | 97
In connection with our audit of the financial report, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent
with the financial report or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed on the other information that we obtained prior to the date
of this auditor’s report, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to the directors and will request that it is corrected. If it is not
corrected, we will seek to have the matter appropriately brought to the attention of users for whom
our report is prepared.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
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 | 99
WAGNERS ANNUAL REPORT 2023 Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 25 to 35 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of Wagners Holding Company Limited, for the year ended 30
June 2023, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
D P Wright
Director
Brisbane, 21 August 2023
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 | 100
98 | 99
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 1 September 2023 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
1,144
1,800
698
904
93
608,498
4,918,201
5,241,556
24,812,811
152,037,599
0.32
2.62
2.79
13.23
81.04
0.00
4,639
187,618,665
100.00
SHARES AND VOTING RIGHTS
All 187,618,665 shares in the Company are ordinary shares, held by 4,639 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 1 September 2023
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
103,976,771
103,248,014
102,957,631
102,957,631
14,201,056
10,021,590
55%
55%
55%
55%
7.6%
5.3%
Paradice Investment Management Pty Ltd and David Paradice
18 November 2020
UNMARKETABLE PARCELS
Minimum $ 500.00 parcel at $ 0.9275 per unit
540
612
170,140
MINIMUM PARCEL SIZE
HOLDERS
UNITS
WAGNERS ANNUAL REPORT 2023 ADDITIONAL
INFORMATION
TOP 20 SHAREHOLDERS
RANK
NAME
1
1
1
1
5
6
7
8
9
10
11
12
13
14
15
16
16
18
18
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
NETWEALTH INVESTMENTS LIMITED
BRAZIL FARMING PTY LTD
NATIONAL NOMINEES LIMITED
ARCHERFIELD AIRPORT CORPORATION PTY LTD
NETWEALTH INVESTMENTS LIMITED
JOHN WAGNER INVESTMENTS PTY LTD
DWFT PTY LTD
DENIS WAGNER INVESTMENTS PTY LTD
NEILL WAGNER INVESTMENTS PTY LTD
ACE PROPERTY HOLDINGS PTY LTD
MR JOHN PATERSON
MR KEVIN JOHN CAIRNS + MRS CATHERINE VALERIE CAIRNS
UNITS
21,321,928
21,321,928
21,321,928
21,321,928
14,201,056
11,383,980
8,423,710
3,100,000
1,623,974
1,497,623
1,471,485
1,200,000
1,091,543
1,091,447
1,019,140
801,064
801,064
800,000
800,000
700,000
% UNITS
11.36
11.36
11.36
11.36
7.57
6.07
4.49
1.65
0.87
0.80
0.78
0.64
0.58
0.58
0.54
0.43
0.43
0.43
0.43
0.37
Total Top 20 holders of ORDINARY FULLY PAID SHARES
Total Remaining Holders Balance
135,293,798
52,324,867
72.11
27.89
UNQUOTED OPTIONS
There are 13 holders of 5,175,462 unvested unquoted options.
CORPORATE GOVERNANCE STATEMENT
The Company's Corporate Governance Statement for the financial year ended 30 June 2023 is available to download and
access from https://investors.wagner.com.au/corporate-governance
100 | 101
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 2023 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
D | PB