INNOVATIVE • INTEGRATED • INTERNATIONAL
This annual report gives a summary of Wagners’ business activities
and financial results for FY24. It is presented for the information
of our shareholders and other stakeholders interested in the
company’s key achievements.
WAGNERS HOLDING COMPANY LIMITED ABN 49 622 632 848
I
Deal with
INTEGRITY
T
Work
TOGETHER
to overcome
challenges
S
Work in a SAFE
environment
F
Be FAMILY
conscious
R
REQUIRE
quality and
excellence
A
Encourage and
ACKNOWLEDGE
success
I
Foster
INNOVATION
GUIDING PRINCIPLES: IT’S FAIR
AT WAGNERS WE STRIVE FOR INTREPID PROGRESS
TO ACHIEVE BENEFICIAL OUTCOMES. WE WILL:
ABOUT WAGNERS
1
FY24 HIGHLIGHTS
2
CHAIRMAN’S REVIEW
3
STRATEGIC APPROACH
4
MANAGING DIRECTOR’S UPDATE
6
DIRECTORS’ REPORT
10
REMUNERATION REPORT (AUDITED)
23
AUDITOR’S INDEPENDENCE DECLARATION 34
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME 35
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
36
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
37
CONSOLIDATED STATEMENT
OF CASH FLOWS
38
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
39
CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
91
DIRECTORS’ DECLARATION
93
INDEPENDENT AUDITOR’S REPORT
94
ADDITIONAL INFORMATION
99
CORPORATE DIRECTORY
101
INSIDE THIS REPORT
ABOUT
WAGNERS
ESTABLISHED IN 1989 IN TOOWOOMBA
(QUEENSLAND), WAGNERS IS AN ASX-LISTED
DIVERSIFIED PROVIDER OF CONSTRUCTION
MATERIALS AND SERVICES, GLOBALLY.
Wagners core construction materials and project services
segments are complemented by its Composite Fibre
Technologies business. We are an innovative, vertically
integrated producer of both traditional and sustainable
construction materials, as well as a supplier of a diverse
range of project-specific products and services.
CONSTRUCTION MATERIALS
Wagners construction materials business spans a variety
of integrated businesses covering residential, industrial,
infrastructure, resources and renewables sectors, with
a particular focus on leveraging its concrete operations
as a critical channel to market. The segment consists of:
`
Concrete — operation of concrete plants
in South East Queensland
`
Cement — manufacturing and supply of bulk
and bagged cement
`
Aggregates — manufacturing and delivering
crushed rock from Wagners quarry operations
`
Reinforcing Steel — supply of reinforcing
steel products.
PROJECT SERVICES
Wagners project services segment focuses on providing critical
product and services to major projects, globally, including:
`
Bulk haulage — provision of bulk haulage solutions
to minerals and resources customers
`
Mobile concrete supply — onsite concrete batching
and supply
`
Mobile contract crushing — on-site crushing services
`
Precast concrete — manufacture of precast concrete
products, commonly used in bridge, overpass and
tunnel projects.
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. CFT is
lightweight, resistant to rust, corrosion and chemical attack.
The products are designed and manufactured inhouse by
custom pultrusion machines, both in Australia and the US.
Wagners CFT products are increasingly being specified in
Australia and overseas for boardwalks, bridges, walkways,
marinas and as cross-arms and poles for electrical
distribution networks.
WAGNERS ANNUAL REPORT 2024
1
FY24 HIGHLIGHTS
COMPOSITE FIBRE
TECHNOLOGIES (CFT)
Growth in revenue and earnings in Australia/
New Zealand driven by increased demand for
composite poles, strong crossarm volumes and
improved margins in custom build projects.
$4.6M
AUSTRALIA/
NEW ZEALAND EBIT
+4.1M VS FY23
25 PROJECTS
DELIVERED INTO
INTERNATIONAL
JURISDICTIONS
$59M
REVENUE
>300 PROJECTS
COMPLETED
IN AUSTRALIA/
NEW ZEALAND
CONTINUED
INVESTMENT
IN THE US
PROJECT SERVICES
Completion of large precast tunnel project
delivering over 70,000 segments and bulk
haulage business servicing 10 projects were
key contributors to result.
$206M
REVENUE
$18M
EBIT
CONSTRUCTION MATERIALS
Improved market conditions and strong
demand for construction materials
and services delivered improved
results vs FY23.
$215M
REVENUE
$31M
EBIT
GROUP HIGHLIGHTS
$481M
GROUP
REVENUE
$40M
OPERATING EBIT
+81% VS FY23
$10.3M
NET PROFIT AFTER TAX
+229% VS FY23
7
COUNTRIES
WORKED IN
WAGNERS ANNUAL REPORT 2024
2
CHAIRMAN’S
REVIEW
I WOULD LIKE TO WELCOME ALL SHAREHOLDERS
OF WAGNERS HOLDING COMPANY LIMITED TO
READ OUR ANNUAL REPORT FOR 2024.
Could I also thank shareholders and other associates for your
continued support during this financial year. Our full year
operating results were very pleasing, proving the persistence
and commitment from Cameron and his team are delivering
results. We have taken impairments on both the Earth Friendly
Concrete® business and the Wacol lease this year, which should
put any negative sentiment behind us.
Our safety performance this year has been positive, however
the focus will always be to improve further. We strive to ensure
we all work safely and deliver our ambition of never having an
accident nor injuring a worker. We will always be committed to
this at Wagners.
The construction materials sector in South East Queensland
should enjoy a good forward order book for the foreseeable
future and coming into the construction for the Brisbane
2032 Olympic and Paralympic Games. With this in mind we are
investing in new plants to service the expected demand. Across
Australia, we are experiencing a severe shortage of housing and
whilst continued demand in this sector is driven by economic
factors, we also expect very little abatement in the demand for
cement, concrete, steel and quarry materials.
The mining services business, through our bulk haulage, on-site
concrete production and crushing operations, has enjoyed
a reasonable year. We do see some challenges in the mining
sector, which forms the basis for these operations. That said,
our investment in equipment and our people should enable
us to ensure we maintain our competitiveness and give us the
ability to deliver reliable products and services to our customers.
We have done some really innovative and exciting work in the
renewables sector, and we see these opportunities increasing as
the focus on carbon reduction increases in the future.
I did say last year that we have an unwavering confidence and
a real commitment to the technology of our Earth Friendly
Concrete®. As mentioned earlier, we have taken an impairment
on these assets but our strategy is to protect the intellectual
property and our investment until we see the market will
positively support carbon reduction technology.
The Composite Fibre Technologies business has had a much
better year in FY24, showing signs of being a real contributor
going forward. We have some work to do with our business
model with CFT. This division enjoyed some real successes
during the year but also had some disappointing aspects on
the way we delivered some projects. We have learnt some good
lessens during the year, which will make us a much stronger and
more innovative business.
The USA has been a challenge in FY24. I have spent a lot of time
there getting an understanding of the market, the different
culture and the opportunities. I have every confidence in our
operations and our people in North America. Our product is
stronger and more advanced than any other pultrusion in that
market. Our challenge is getting the market to understand what
we have and what they can do with our technology. I see it
like most of the technology and innovation in which we have
enjoyed success in past years, if we believe in our people, our
product and our technology, we will succeed.
Our long standing Board member, Lynda O’Grady, made
the decision to resign from the Board in August. On behalf
of everyone at Wagners, I would like to thank Lynda and
acknowledge her contribution to our Company since listing
in 2017. We do wish Lynda every success in the future.
I would also like to acknowledge everyone who has
made a contribution to Wagners during financial year 2024.
Our success can be attributed to all those who have had
positive input and have adopted the “let’s make it happen”
attitude within the Company.
Yours sincerely,
Denis Wagner
CHAIRMAN
DENIS WAGNER
CHAIRMAN
OUR SUCCESS CAN BE ATTRIBUTED TO ALL
THOSE WHO HAVE HAD POSITIVE INPUT AND
HAVE ADOPTED THE “LET’S MAKE IT HAPPEN”
ATTITUDE WITHIN THE COMPANY.
WAGNERS ANNUAL REPORT 2024
3
STRATEGIC
APPROACH
INTEGRATED
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 connect to support
and supply materials and services on a timely, cost efficient and competitive basis.
Some of our achievements this year include:
Completed large precast concrete tunnel
segment project, manufacturing and delivering
>70,000 SEGMENTS
utilising integration of precast, concrete, steel, cement
and transport businesses — ensuring continuity of supply
of materials and services and maximising earnings
Expansion of South East Queensland
concrete plant network:
7 operating plants and
Concrete plant network drove strong
cement volumes — contributing to
50% growth in EBIT delivered in cement
in various stages of design
and development
3 NEW PLANTS
Self performance of
$16M CAPITAL PROJECT
in the quarries business utilising the internal design and construction
expertise of Wagners Engineering Solutions division. This project allows
increased production capacity and lowers production costs, delivering
value to both Wagners quarries and concrete plant businesses.
Expansion of
TRANSPORT FLEET
allowing efficient delivery of cement and
aggregates to Wagners concrete plants
WAGNERS ANNUAL REPORT 2024
4
INNOVATIVE
Wagners are always seeking ways to differentiate our business,
be more efficient, safer and environmentally responsible.
Wagners have demonstrated this innovation through the
development of new building materials and technologies,
being CFT and EFC®, which provide bespoke solutions for our
customers, while reducing the impact on the environment.
INTERNATIONAL
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 international manufacturing facilities.
WE ARE INNOVATIVE, INTEGRATED, AND OPERATE INTERNATIONALLY.
OUR DIVERSE BUSINESSES WORK TOGETHER TO ACHIEVE GREAT OUTCOMES
FOR OUR CUSTOMERS.
INNOVATIVE
INTEGRATED
INTERNATIONAL
Manufacturing facilities
in US (CFT) and UK (EFC®)
Increased demand for innovative
composite products:
25 CFT
projects delivered
internationally, including
US, Canada and UK
throughout FY24
Wagners business
delivered products
and services across
7 COUNTRIES
>300 CFT
custom build projects
delivered throughout
Australia/New Zealand
Various contracts secured for
composite products, including
Wagners recently released
composite power and light poles
Continued research
and development:
Product development
using composites to
replace traditional
construction materials
Automation
and production
efficiencies groupwide
Pursuit of international
project opportunities
to deliver future revenue
and growth from new
jurisdictions
WAGNERS ANNUAL REPORT 2024
5
WAGNERS HAS DELIVERED IMPROVED
EARNINGS IN FY24, DRIVING GROWTH FROM
CAPITAL INVESTED IN PRIOR YEARS.
Demand for construction materials and services remained
strong throughout the year and market conditions were
stable. This resulted in a significantly improved full year result
compared to FY23.
On a consolidated basis the group delivered a revenue result
of $481.4 million, slightly up on FY23. Our operating EBIT
result of $40 million and Net Profit After Tax of $10.3 million
were pleasing, reflecting year-on-year growth of 81% and
229% respectively.
Some notable drivers behind this improved financial
performance include:
`
overall strong demand for construction materials and
services, and improvement in our gross margins, reflecting
improved market conditions and a focus on cost control;
`
increasing output from our concrete business with record
volumes supplied from our plants late in the year;
`
significant contribution from a large precast concrete
tunnel segment project; and
`
improved margins across our Composite Fibre
Technologies business in Australia.
MANAGING
DIRECTOR’S UPDATE
WAGNERS ANNUAL REPORT 2024
6
CAMERON COLEMAN
MANAGING DIRECTOR
FY24 ACHIEVEMENTS
CONSTRUCTION MATERIALS AND SERVICES
To provide a better understanding of our core business and
for more transparent reporting, the Construction Materials
and Services segment has now been divided into 2 reporting
segments: Construction Materials — our cement, concrete,
aggregates and reinforcing steel businesses; and Project Services
— which is a contracting business including bulk haulage,
precast, mobile crushing and concrete services — these
businesses being subject to more significant revenue variability.
Our Construction Materials business delivered improved
results on last year, with revenue of $215 million, compared
to $208 million in FY23. More pleasing was the improvement
in the EBIT margin — coming in at 14.7% versus 9.1% in FY23.
This resulted in an EBIT result of approximately $31 million for
Construction Materials, driven by:
`
Cement — strong volumes, particularly in Q4,
with increased contribution from Wagners-operated
concrete plants;
`
Concrete — improved performance with increasing
volumes, focus on cost control measures and stable
market conditions. Efforts were also directed towards
the continued expansion of our South-East Queensland
concrete plant network; and
`
Quarries — capacity and efficiency improvements
across each of our sites.
The Project Services segment observed revenue and EBIT results
consistent with FY23, with revenue of $206 million and an EBIT
result of approximately $18 million, driven predominantly by:
`
Precast — completing the supply of just over 70,000 tunnel
segments for the Sydney Metro project during the year; and
`
Bulk haulage — servicing 10 projects throughout
Queensland and the Northern Territory utilising 60 company
owned prime movers and 180 trailers.
With the completion of the Sydney Metro project and no
significant replacement project, the Company decided to
terminate the lease at the Wacol facility early, which will allow
us to relocate in time to a new Company-owned site with a
purpose-built facility. As a result of this, the reported financial
results include a $3.2 million impairment reflecting end of lease
and make good cost requirements at the Wacol site.
COMPOSITE FIBRE TECHNOLOGIES (CFT)
Overall, while Composite Fibre Technologies sales were relatively
consistent year on year, the business delivered an improved EBIT
result, driven by the Australia/New Zealand business, reflecting
increased demand for composite poles as well as strong
demand for custom-build projects.
Specifically, the Australia/New Zealand business delivered
growth in both revenues and underlying EBIT. Crossarm
volumes improved versus FY23 and efficiencies generated from
the investment made in automated processing equipment
delivered improved margins in crossarm production.
Demand for light and utility poles continued to increase during
the year and the business secured 2 new long term contracts
late in Q4 for the supply of CFT utility poles throughout
New South Wales and Queensland.
Notwithstanding positive domestic performance, the result was
negatively impacted by an unfavourable custom build project
in New Zealand, resulting in a material project loss. CFT USA also
negatively impacted segment profitability with a $4.2 million
loss in FY24, reflecting the investment made throughout the
year as the business establishes itself in the US market.
DEMAND FOR CONSTRUCTION MATERIALS
AND SERVICES REMAINED STRONG
THROUGHOUT THE YEAR AND MARKET
CONDITIONS WERE STABLE.
WAGNERS ANNUAL REPORT 2024
7
CARBON
EMISSIONS
SUSTAINABLE
PRODUCTS
AND SERVICES
COMMUNITY
ENGAGEMENT
HEALTH AND SAFETY
EMPLOYEE RECRUITMENT,
ENGAGEMENT AND RETENTION
BUSINESS
ETHICS AND
CONDUCT
SUPPLY CHAIN
MANAGEMENT
ENVIRONMENTAL,
SOCIAL AND GOVERNANCE
During FY24, we commenced a process to formalise an ESG
Strategy. We recognise the importance of aligning our business
strategy to upcoming reporting requirements and acknowledge
that ESG plays a critical role in our working environment.
We engaged an ESG advisory group to provide guidance to
ensure we are making informed decisions and commitments
to measure and improve the current ESG-related practices
across the business.
Our materiality assessment has determined 7 ESG topics
that are most meaningful to our business, as seen in our
ESG framework, being:
1. Carbon emissions
2. Sustainable products and services
3. Community engagement
4. Occupational health and safety
5. Employee recruitment, engagement and retention
6. Business ethics and conduct
7. Supply chain management
We look forward to providing further updates on our initiatives
and actions around this.
MANAGING
DIRECTOR’S UPDATE
CONTINUED
ESG FRAMEWORK
Identifying and prioritising the most
relevant and impactful topics to Wagners.
Carbon emissions
Recognition of the importance of
understanding Wagners’ carbon
emissions profile, incl. taking steps
to effectively report against climate-
related disclosure requirements.
Sustainable products and services
Designing, producing, and delivering
Wagners products and services
in a way that minimise negative
environmental or social impact.
Community engagement
Aspire to leave a lasting legacy in
the communities in which Wagners
operate, the Company is focused on
fostering ongoing engagement and
ensuring that Wagners’ workforce is
representative of these communities.
Business ethics and conduct
Wagners is committed to holding
high standards of business ethics
and conduct across its organisation.
Supporting this commitment is the
Company’s suite of governance
policies, processes and procedures.
Supply chain management
Wagners seek to partner with suppliers
who not only have the resources and
capabilities to meet the Company’s
organisational needs, but also embrace
Wagners’ values and guiding principles.
Health and safety
Fundamental to the way Wagners
does business, the Company is
unwavering in this commitment to
never compromise on the safety of its
people and the communities served.
Employee recruitment,
engagement and retention
Wagners is dedicated to fostering
a culture that encourages and
facilitates opportunities for all. The
Company support persons from
diverse backgrounds, promotes skills
and career development and seeks
to create an inclusive and welcoming
environment, valuing its people.
WAGNERS ANNUAL REPORT 2024
8
CAMERON COLEMAN
MANAGING DIRECTOR
PEOPLE
A business is only as good as its people, and I am extremely
proud of the entire Wagners team and the contributions from
all throughout the period.
While FY24 has been an encouraging year for the business, it has
remained 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”. These principles
ensure we can deliver on the promises we make, to our
fellow employees, our customers, clients and also our boarder
community and shareholders.
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, 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
Wagners remains confident in the medium term outlook,
expecting demand for our core products to remain strong.
We have a solid forward order book across all areas of the
business with several contracts secured for the longer-term
supply of materials and project services.
There is no doubt the demand we’ve experienced in FY24 for
innovative products, particularly, our composite products will
continue to increase, driven by both an expectation and effort
to reduce construction costs, increase energy efficiency and
improve sustainability.
And finally, we operate in an extremely favourable resources
environment across Queensland and the Northern Territory.
In addition, there is a robust civil infrastructure pipeline,
particularly in South East Queensland, with anticipated
population growth along with the Brisbane 2032 Olympic
and Paralympic Games which will at some point require
significant construction materials and services to deliver on
the infrastructure requirements for those games. Our strategy
remains sound and our businesses are well positioned to
take advantage of these 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 their efforts throughout FY24 and look forward to
continuing to grow our business together.
Thanks also to the Board of Directors, who provide valued
guidance with a commitment to delivering on the overall
group strategy and value to our stakeholders.
Yours sincerely,
Cameron Coleman
MANAGING DIRECTOR
OUR STRATEGY REMAINS SOUND AND OUR
BUSINESSES ARE WELL POSITIONED TO
TAKE ADVANTAGE OF THESE OPPORTUNITIES
IN OUR SECTOR.
4,634
SAFETY
CONVERSATIONS
8,473
TRAINING AND
INDUCTION COURSES
UNDERTAKEN
990
EMPLOYEES AT
WORKFORCE PEAK
94
APPRENTICES AND
TRAINEES ACROSS
9 BUSINESS UNITS
MATERIALS AND
SERVICES DELIVERED
IN 7 COUNTRIES
WAGNERS ANNUAL REPORT 2024
9
DIRECTORS’
REPORT
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 2024.
DIRECTORS
The following persons were directors of the Group during the period and until the date of this report, unless otherwise stated:
DIRECTOR
ROLE
DATE OF APPOINTMENT
DATE OF RESIGNATION
Denis Wagner
Non-executive chairman
2 November 2017
John Wagner
Non-executive director
2 November 2017
Lynda O’Grady
Non-executive director
8 November 2017
Ross Walker
Non-executive director
2 November 2017
Cameron Coleman
Managing director
1 July 2022
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 2024.
DIVIDENDS
No dividends were paid during the 2023 and 2024 financial years.
WAGNERS ANNUAL REPORT 2024
10
DIRECTORS’
REPORT
OPERATING AND FINANCIAL REVIEW
Group financial results
Net profit after tax (NPAT) of $10,282k was achieved in FY24 (30 June 2023: $3,123k).
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. Non-IFRS measures are unaudited.
Financial year 2024 operating results
Operating results for the financial year ended 30 June 2024 (FY24) 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.
WAGNERS ANNUAL REPORT 2024
11
DIRECTORS’
REPORT
OPERATING AND FINANCIAL REVIEW (CONTINUED)
Group financial results (continued)
Financial year 2024 operating results (continued)
30 JUNE 2024
30 JUNE 2023
TABLE 1: FY24 RESULTS COMPARED TO THE PRIOR FINANCIAL YEAR
$’000
$’000
Revenue
481,375
475,092
Costs of goods sold
(229,090)
(227,445)
Other attributable costs1
(111,830)
(128,073)
Gross profit1
140,455
29.2%
119,574
25.2%
Other income
4,587
1,862
Repairs and maintenance
(44,568)
(41,249)
Other operating expenses
(33,711)
(30,201)
Operating earnings before interest, tax, depreciation and amortisation
66,763
13.9%
49,986
10.5%
Depreciation & amortisation
(27,085)
(28,076)
Operating earnings before interest and tax
39,678
8.2%
21,910
4.6%
EFC — Earnings before interest and tax
(1,353)
(4,010)
EFC — Impairment
(5,592)
–
Wacol Site — Impairment
(3,173)
–
Impairment of Trade Receivables
371
(153)
Fair value adjustment on derivative instruments
(438)
(744)
Earnings before interest and tax
29,493
17,003
Net finance costs
(12,678)
(11,472)
Net profit before tax
16,815
5,531
Income tax expense
(6,533)
(2,408)
Net profit after tax
10,282
3,123
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, $8,603k is included within contract work and
purchased services (2023: $15,107k), $75,924k is included within employee benefits (2023: $76,599k), $17,901k is included within transport and travel
expenses (2023: $20,549k) and $9,402k is included within other expenses (2023: $15,818k).
FY24 showed consistent revenue compared to FY23. While sales have slightly improved compared to FY23, margins have been
positively impacted by strong market conditions in the Construction Materials and Projects businesses. Both years contained
significant value from the Sydney Metro precast concrete tunnel segment project. Improved raw material cost management has
significantly improved the margin in the Construction Materials business.
Increased repairs and maintenance costs mainly due to higher spend on bulk transport fleet assets and the annual shutdown of our
Cement plant grinding facilities.
Other operating expenses have increased with the largest contributor being employee benefits expense as a result of the CPI based
increases throughout the year.
WAGNERS ANNUAL REPORT 2024
12
DIRECTORS’
REPORT
OPERATING AND FINANCIAL REVIEW (CONTINUED)
Group financial results (continued)
Operating results by segment
30 JUNE 2024
30 JUNE 2023
OPERATING
OPERATING
SEGMENT ($’000)
REVENUE
EBIT
EBIT
REVENUE
EBIT
EBIT
Construction Materials
215,875
31,674
31,674
208,315
19,045
19,045
Project Services
206,198
21,680
18,507
207,498
17,862
17,862
Composite Fibre Technologies
59,302
419
419
59,244
(1,921)
(1,921)
EFC — Carbon Reducing Technologies
269
–
(6,960)
360
–
(4,010)
Other/Eliminations
–
(14,095)
(14,147)
163
(13,076)
(13,973)
Total
481,644
39,678
29,493
475,452
21,910
17,003
CONSTRUCTION MATERIALS
Construction Materials achieved revenue growth
of 3.6% in FY24.
Improved H1 trading conditions continued in H2 of FY24.
Cement — strong volumes with increased contribution from
Wagners-operated plants.
Concrete — improved performance with growth in
volumes, focus on cost control measures and stable market
conditions. Loss contribution again in FY24, although 33%
improvement on FY23.
Quarries — capacity and efficiency improvements across
fixed quarries.
PROJECT SERVICES
Precast – completion of Sydney Metro precast concrete tunnel
segment project, resulting in:
`
>70,000 total segments, manufactured and delivered from
Wacol facility;
`
Significant contribution to overall result
`
Decision to terminate lease of Wacol facility early given
no large precast projects secured to deliver material
contribution in FY25 resulting in a $3.2 million impairment
in FY24 (intention to relocate to new Company-owned site)¹
Bulk Haulage — haulage projects performances were consistent
with the prior year.
Concrete Projects — ongoing project-related work on central
Queensland wind farm project contributed positively in FY24.
COMPOSITE FIBRE TECHNOLOGIES
Stronger underlying EBIT performance achieved in CFT Australia,
partially offset by negative impact from unfavourable custom
build project in New Zealand.
Demand for composite poles continued to increase, as well as
demand for custom-build projects.
Efficiencies of automated processing delivered improved
margins within CFT crossarm production.
Long-term contracts secured for the supply of CFT utility poles
throughout New South Wales and Queensland
CFT USA losses higher in FY24 but narrowing in H2 (versus H1).
EFC — CARBON REDUCING TECHNOLOGIES
EFC EBIT is lower following the decision to scale back the
EFC business which resulted in a $5.6 million impairment of
property, plant & equipment, inventory and provision in FY24.
OTHER
Other mostly represents corporate related income and costs.
WAGNERS ANNUAL REPORT 2024
13
DIRECTORS’
REPORT
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
OF OPERATIONS
Strategy
Wagners remains focused on delivering future growth through
the following strategies:
`
Growing Wagners core vertically integrated Construction
Materials and Services Business in Australia 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 in the USA.
`
Pursuit of major project opportunities, domestically and
internationally.
In terms of the FY25 Outlook, improved market conditions
experienced in the second half of FY24 are expected to
continue. With respect to the individual business areas:
Likely Developments
Construction Materials
`
Cement: Cement volumes are expected to increase
throughout FY25 in line with the SEQ construction sector.
`
Concrete plants: Concrete volumes expected to increase
in line with the SEQ construction segment together with
maturity of existing and new plants:
–
one new site to commence operating in Q1 FY25, with
two additional sites secured and working through
approval processes (expected to be in operation
post FY25).
–
continued review of opportunities to expand SE
Queensland plant network post FY25.
`
Quarries: Significant capital upgrades at Wellcamp and
Castlereagh Quarries, with results in improved margins as
the production capacity and efficiencies are realised.
Project Services
`
Precast: No precast projects secured to replace Sydney
Metro precast concrete tunnel project completed in FY24.
Decision made to exit Wacol facility in Q4 FY25 and continue
to pursue opportunities for a new Company-owned
purpose-built precast facility.
`
Transport: Company will continue to improve operating
efficiencies and reduce repair & maintenance.
Composite Fibre Technologies (CFT):
`
In Australia, the focus for FY25 is:
–
Achieve improved margins from the crossarm product
range through disciplined pricing and full utilisation of
the Crossarm Automation Line
–
Develop and service an increased market demand for
composite utility poles
`
In the US, increased sales through the current marketing
and sales campaign. The focus in the US is to expand
the product range from custom build or pedestrian
infrastructure to also the supply of utility poles into
electricity networks.
Earth Friendly Concrete (EFC):
`
The business has significantly reduced its operational and
R&D costs associated with EFC.
WAGNERS ANNUAL REPORT 2024
14
DIRECTORS’
REPORT
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 director 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.
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 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.
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.
WAGNERS ANNUAL REPORT 2024
15
DIRECTORS’
REPORT
MATERIAL RISKS AND RISK MANAGEMENT STRATEGY (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.
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 Group’s 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.
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.
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.
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.
WAGNERS ANNUAL REPORT 2024
16
DIRECTORS’
REPORT
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
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 investors.wagner.com.au/
corporate-governance.
INDEMNITIES AND INSURANCE OF OFFICERS
AND AUDITORS
Indemnification
In accordance with the constitution, except as may be
prohibited by the Corporations Act 2001 every officer of the
Company shall be indemnified out of the property of the
Company against any liability incurred by them in their capacity
as officer or agent of the Company in respect of any act or
omission whatsoever and howsoever occurring or in defending
any proceedings, whether civil or criminal.
The Group has not entered into any agreement to indemnify
their auditor, BDO Audit Pty Ltd for any liabilities to another
person (other than the Company) that may arise from their
position as auditor.
Insurances
During the reporting period and since the end of the reporting
period, the Company has paid premiums in respect of a contract
insuring directors and officers of the Group in relation to certain
liabilities. In accordance with normal commercial practices
under the terms of the insurance contracts, the nature of
liabilities insured against and the amounts of premiums paid
are confidential.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the lead auditor’s independence declaration, as
required under section 307C of the Corporations Act 2001 is
set out on page 34 and forms part of the Directors’ Report for
financial year ended 30 June 2024.
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:
2024
2023
$
$
Other assurance services
–
2,725
Tax compliance, advisory and
other services
1,500
–
1,500
2,725
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 2024.
WAGNERS ANNUAL REPORT 2024
17
DIRECTORS’
REPORT
SHARES UNDER PERFORMANCE RIGHTS
Unissued ordinary shares of the Company under performance rights 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 2023
ISSUED
EXERCISED
EXPIRED/
FORFEITED2
30 JUNE
2024
2023
1
30/11/2023 30/09/2026 30/11/2028 $0.26
FY24 SP
1 year1
–
528,856
–
(118,529)
528,856
2023
2
30/11/2023 30/09/2026 30/11/2028 $0.19
FY25 SP
2 years1
–
528,856
–
(118,529)
528,856
2023
3
30/11/2023 30/09/2026 30/11/2028 $0.15
FY26 SP
3 years1
–
528,856
–
(118,529)
528,856
2022
1
20/09/2022 30/09/2025 20/09/2027 $0.08
FY23 SP
1 year2
640,408
–
–
(640,408)
–
2022
2
20/09/2022 30/09/2025 20/09/2027 $0.12
FY24 SP
2 years2
640,408
–
–
(69,784)
570,624
2022
3
20/09/2022 30/09/2025 20/09/2027 $0.15
FY25 SP
3 years2
640,408
–
–
(69,784)
570,624
2021
1
26/11/2021 31/08/2022 26/11/2026 $1.42
FY22 EPS 1 year
230,737
–
–
(27,918)
202,819
2021
2
26/11/2021 31/08/2023 26/11/2026 $1.39
FY23 EPS 2 years
230,737
–
–
(27,918)
202,819
2021
3
26/11/2021 31/08/2024 26/11/2026 $1.37
FY24 EPS 3 years
230,737
–
–
(27,918)
202,819
2021
1B
26/11/2021 31/08/2022 26/11/2025 $1.42
FY22 EPS 1 year
328,158
–
–
(328,158)
–
2021
2A
26/11/2021 31/08/2023 26/11/2025 $1.39
FY23 EPS 2 years
492,234
–
–
(492,234)
–
2020
1
19/11/2020 31/08/2021 19/11/2025 $1.41
FY21 EPS 1 year
164,075
–
–
(164,075)
–
2020
2
19/11/2020 31/08/2022 19/11/2025 $1.39
FY22EPS
2 years
328,158
–
–
(328,158)
–
2020
3
19/11/2020 31/08/2023 19/11/2025 $1.34
FY23 EPS 3 years
328,158
–
–
(328,158)
–
4,254,218 1,586,568
– (2,504,513) 3,336,273
1
The options granted on 30 November 2023 have a vesting date that is three years from the offer date, or 30 September 2026, whichever is later. Whilst each
tranche has a respective performance period of 1 to 3 years, the vesting date is taken as 30 September 2026.
2
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.
All performance rights have no exercise price.
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 26.
WAGNERS ANNUAL REPORT 2024
18
DIRECTORS’
REPORT
INFORMATION ON DIRECTORS AND COMPANY SECRETARY
NAME
DENIS WAGNER
Title
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
37,343,188 Ordinary shares*
Interests in options
None
Interests in rights
None
Contractual rights to shares
None
NAME
CAMERON COLEMAN
Title
Managing Director
Experience and expertise
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
167,057 Ordinary shares
Interests in options
None
Interests in rights
699,759
Contractual rights to shares
None
WAGNERS ANNUAL REPORT 2024
19
DIRECTORS’
REPORT
INFORMATION ON DIRECTORS AND COMPANY SECRETARY (CONTINUED)
NAME
JOHN WAGNER
Title
Non-executive Director
Experience and expertise
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
36,614,431 Ordinary shares*
Interests in options
None
Interests in rights
None
Contractual rights to shares
None
NAME
ROSS WALKER
Title
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
200,000 Ordinary shares
Interests in options
None
Interests in rights
None
Contractual rights to shares
None
WAGNERS ANNUAL REPORT 2024
20
DIRECTORS’
REPORT
INFORMATION ON DIRECTORS AND COMPANY SECRETARY (CONTINUED)
NAME
LYNDA O’GRADY
Title
Independent, Non-executive Director
Qualifications
BCom(Hons), FAICD
Experience and expertise
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.
Other current directorships
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
50,000 Ordinary shares
Interests in options
None
Interests in rights
None
Contractual rights to shares
None
NAME
KAREN BROWN
Title
Company Secretary
Qualifications
LLB, BCom
Experience and expertise
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.
WAGNERS ANNUAL REPORT 2024
21
DIRECTORS’
REPORT
DIRECTORS’ MEETINGS
The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended
30 June 2024, 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
11
11
–
–
2
2
–
–
John Wagner
11
11
2
2
–
–
–
–
Ross Walker
11
10
2
2
2
2
–
–
Lynda O’Grady
11
11
2
2
2
2
–
–
Cameron Coleman
11
11
2
2
2
2
–
–
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant committee.
WAGNERS ANNUAL REPORT 2024
22
REMUNERATION REPORT
(AUDITED)
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 2024.
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 2024:
NAME
ROLE
TERMS AS KMP
NON-EXECUTIVE DIRECTORS
Denis Wagner
Non-executive Chairman
Full financial year
John Wagner
Non-executive Director
Full financial year
Lynda O’Grady
Non-executive Director
Full financial year
Ross Walker
Non-executive Director
Full financial year
SENIOR EXECUTIVES
ROLE
TERMS AS KMP
Cameron Coleman
Managing Director (‘MD’)
Full financial year
Fergus Hume
Chief Financial Officer (‘CFO’)
Full financial year
WAGNERS ANNUAL REPORT 2024
23
REMUNERATION REPORT
(AUDITED)
2 REMUNERATION GOVERNANCE
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 Managing Director.
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.
3 EXECUTIVE REMUNERATION POLICY AND PRACTICES
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.
WAGNERS ANNUAL REPORT 2024
24
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.
Operating Earnings before Interest and Tax (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 2024:
PARTICIPANTS
All KMP executives
PERFORMANCE PERIOD
Financial year ending 30 June 2024
PERFORMANCE TARGET
Performance was measured against a target EBIT, being the Group’s operational budgeted
EBIT, approved and ratified by the Board.
OPPORTUNITY1
TARGET EBIT ACHIEVED
% OF BASE SALARY
<90%
0%
90%
12.5%
100%
25%
110%
37.5%
120%
50%
PERFORMANCE RESULTS
The Group achieved 102% of its Target EBIT for the financial year, as such the Group STI
performance target was met.
PAYMENT METHOD
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.
WAGNERS ANNUAL REPORT 2024
25
REMUNERATION REPORT
(AUDITED)
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 2024.
WAGNERS ANNUAL REPORT 2024
26
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 2023
ISSUED
EXERCISED
EXPIRED/
FORFEITED2
30 JUNE 2024
2023
1
30/11/2023 30/09/2026 30/11/2028 $0.26 FY24 SP
1 year1
–
184,331
–
–
184,331
2023
2
30/11/2023 30/09/2026 30/11/2028 $0.19 FY25 SP
2 years1
–
184,331
–
–
184,331
2023
3
30/11/2023 30/09/2026 30/11/2028 $0.15 FY26 SP
3 years1
–
184,331
–
–
184,331
2022
1
20/09/2022 30/09/2025 20/09/2027 $0.08 FY23 SP3
1 year
197,162
–
–
(197,162)
–
2022
2
20/09/2022 30/09/2025 20/09/2027 $0.12 FY24 SP4
2 years
197,162
–
–
–
197,162
2022
3
20/09/2022 30/09/2025 20/09/2027 $0.15 FY25 SP5
3 years
197,162
–
–
–
197,162
2021
1
26/11/2021 31/08/2022 26/11/2026 $1.42 FY22 EPS6 1 year
74,861
–
–
–
74,861
2021
2
26/11/2021 31/08/2023 26/11/2026 $1.39 FY23 EPS6 2 years
74,861
–
–
–
74,861
2021
3
26/11/2021 31/08/2024 26/11/2026 $1.37 FY24 EPS6 3 years
74,861
–
–
–
74,861
2021
1B
26/11/2021 31/08/2022 26/11/2025 $1.42 FY22 EPS6 1 year
120,120
–
–
(120,120)
–
2021
2A
26/11/2021 31/08/2023 26/11/2025 $1.39 FY23 EPS6 2 years
180,179
–
–
(180,179)
–
2020
1
19/11/2020 31/08/2021 19/11/2025 $1.41 FY21 EPS7 1 year
60,059
–
–
(60,059)
–
2020
2
19/11/2020 31/08/2022 19/11/2025 $1.39 FY22EPS7 2 years
120,120
–
–
(120,120)
–
2020
3
19/11/2020 31/08/2023 19/11/2025 $1.34 FY23 EPS7 3 years
120,120
–
–
(120,120)
–
1,416,667 552,993
– (797,760) 1,171,900
1
Represents the relevant period of time to which both the performance vesting condition is measured and the period of time the recipient must remain
employed with the Group.
2
Where performance rights 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 the remaining performance with a final vesting condition of FY24 will be forfeited in FY25.
3
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 2024, must be equal to or exceed $1.85.
4
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.
5
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).
WAGNERS ANNUAL REPORT 2024
27
REMUNERATION REPORT
(AUDITED)
3 EXECUTIVE REMUNERATION POLICY AND PRACTICES (CONTINUED)
(c) Long-term incentive plan (continued)
2023 ISSUED PERFORMANCE RIGHTS
1
VESTING DATES
30 September 2026
2
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 2024, must be equal to or exceed $1.20.
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 2025, must be equal to or exceed $1.80.
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 2026, must be equal to or exceed $2.70.
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.
4 NON-EXECUTIVE DIRECTOR REMUNERATION POLICY AND PRACTICES
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
$230,000 per annum.
WAGNERS ANNUAL REPORT 2024
28
REMUNERATION REPORT
(AUDITED)
5 OVERVIEW OF GROUP PERFORMANCE
The relationship between remuneration policy and Group performance is assessed for the current year and the prior four
financial years.
30 JUN 2024
30 JUN 2023
30 JUN 2022
30 JUN 2021
30 JUN 2020
Revenue ($’000)
481,644
475,452
336,851
320,650
249,668
EBITDA ($’000)1
57,048
45,272
45,379
48,280
27,614
Operating EBIT2 ($’000)
39,678
21,910
21,430
26,520
11,519
EBIT ($’000)1
29,493
17,003
20,965
25,398
8,627
NPAT ($’000)
10,282
3,123
7,659
10,001
(17)
Dividends paid (cents per share)
0.0
0.0
0.0
0.0
0.0
Basic Earnings per share (cents)
5.4
1.7
4.1
5.3
(0.0)
Share price movement (cents per share)
(5)
(31)
(101)
111
(69)
1
EBITDA (Earnings before interest, tax, depreciation and amortisation) & EBIT (earnings before interest and tax) are both non-IFRS measures and
are unaudited
2
Operating EBIT (earnings before interest & tax less non-operating items such as impairments and fair value adjustments) is a non-IFRS measure and is
unaudited.
6 EMPLOYMENT CONTRACTS OF KEY MANAGEMENT PERSONNEL
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
ROLE
CONTRACT
DURATION
NOTICE
PERIOD
TERMINATION
PAYMENTS APPLICABLE1
ANNUAL BASE SALARY
(EXCLUSIVE OF SUPERANNUATION) $
Cameron Coleman
MD
Unlimited
12 months (Wagner’s notice)/
6 months (employee’s notice)
Applicable
notice period
588,511
Fergus Hume
CFO
Unlimited
6 months
Notice period
405,440
1
Termination payments are based on base salary, including superannuation.
WAGNERS ANNUAL REPORT 2024
29
REMUNERATION REPORT
(AUDITED)
7 DETAILS OF REMUNERATION
(a) Performance against STI plan
For the executive KMP members, the applicable STI award payable against the performance of the Group’s EBIT for the financial year
ended 30 June 2024 was:
EXECUTIVE KMP
MAXIMUM ‘AT-RISK’
% OF MAXIMUM
STI AWARDED/PAYABLE
% OF STI FORFEITED
ESTIMATE OF
MAXIMUM
TOTAL VALUE $
Cameron Coleman
50% of base salary
28%
22%
294,256
Fergus Hume
50% of base salary
28%
22%
202,720
(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 2024 & 30 June 2023 are set out in the tables on the following pages:
SHORT-TERM
POST-
EMPLOYMENT
LONG-TERM
EQUITY BASED
BENEFITS
FINANCIAL YEAR ENDED
SALARY
AND FEES1
STI
AWARDED2
NON-CASH
BENEFITS5
SUPER-
ANNUATION
LONG SERVICE
LEAVE3
SHARE BASED
PAYMENTS4
TOTAL
REMUNERATION
PERFORMANCE
RELATED
30 JUNE 2024
$
$
$
$
$
$
$
%
Non-executive Directors
Denis Wagner
230,000
–
–
–
–
–
230,000
–
John Wagner
115,000
–
–
–
–
–
115,000
–
Lynda O’Grady
115,000
–
–
–
–
–
115,000
–
Ross Walker
115,000
–
–
–
–
–
115,000
–
Executive KMP’s
Cameron Coleman
590,746
164,544
14,362
27,500
14,018
203,529
1,014,699
36.27
Fergus Hume6
420,185
113,359
22,428
27,500
20,848
141,235
745,555
34.15
Total Directors’ and
Executive remuneration
1,585,931
277,903
36,790
55,000
34,866
344,764
2,335,254
26.66
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 25. 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 2025 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.
5
Non-cash benefits relates to motor vehicle allowance.
6
Salary and 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.
WAGNERS ANNUAL REPORT 2024
30
REMUNERATION REPORT
(AUDITED)
7 DETAILS OF REMUNERATION (CONTINUED)
(b) Director & executive KMP remuneration (continued)
SHORT-TERM
POST-
EMPLOYMENT
LONG-TERM
EQUITY BASED
BENEFITS
FINANCIAL YEAR ENDED
SALARY
AND FEES1
STI
AWARDED2
NON-CASH
BENEFITS5
SUPER-
ANNUATION
LONG SERVICE
LEAVE3
SHARE BASED
PAYMENTS4
TOTAL
REMUNERATION
PERFORMANCE
RELATED
30 JUNE 2023
$
$
$
$
$
$
$
%
Non-executive Directors
Denis Wagner
230,000
–
–
–
–
–
230,000
–
John Wagner
115,000
–
–
–
–
–
115,000
–
Lynda O’Grady
115,000
–
–
–
–
–
115,000
–
Ross Walker
115,000
–
–
–
–
–
115,000
–
Executive KMP’s
Cameron Coleman
586,754
–
8,546
27,500
59,511
(17,819)
664,492
(2.68%)
Fergus Hume
405,938
–
14,280
27,500
14,583
(10,576)
451,725
(2.34%)
Total Directors’ and
Executive remuneration
1,567,692
–
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 25. 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 2024 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 2024 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 2025 financial year were reassessed to be achieved and along with the recognition of market condition performance rights issued in
2023, the profit or loss impact was an expense totalling $53,183.
5
Non-cash benefits relates to motor vehicle allowance.
6
Salary and 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.
WAGNERS ANNUAL REPORT 2024
31
REMUNERATION REPORT
(AUDITED)
8 EQUITY INSTRUMENTS HELD BY KEY MANAGEMENT PERSONNEL
(a) Ordinary shares
The movement in number of ordinary shares in Wagners Holding Company Limited held directly, indirectly, or beneficially, by each key
management person during the 2024 financial year, is as follows:
KEY MANAGEMENT PERSON
OPENING BALANCE
PURCHASES
ON MARKET
PURCHASES
OFF MARKET
LTI RIGHTS
EXERCISED
SHARE DISPOSALS
CLOSING BALANCE
Denis Wagner1
37,343,188
21,343
–
–
–
37,364,531
John Wagner1
36,614,431
–
–
–
–
36,614,431
Lynda O’Grady1
50,000
–
–
–
–
50,000
Ross Walker
200,000
–
–
–
–
200,000
Cameron Coleman
167,057
–
–
–
–
167,057
Fergus Hume
52,014
–
–
–
–
52,014
1
The closing balance includes 14,201,056 shares held by Wagners Property Operations Pty Ltd.
2
The closing balance includes 28,598 shares held by Lynda O’Grady’s spouse.
(b) STI/LTI instrument granted and issued during the year
The following LTI performance rights were issued during the financial year ended 30 June 2024 (2023: 591,486).
MOVEMENTS
KEY MANAGEMENT PERSON
1 JULY 2023
GRANTED
EXERCISED
EXPIRED/FORFEITED
30 JUNE 2024
Cameron Coleman
867,824
327,423
–
(495,488)
699,759
Fergus Hume
548,843
225,570
–
(302,272)
472,141
No performance rights were exercisable at 30 June 2024 (2023: none).
The total values of the LTI performance rights granted during the financial year for the key management personnel were as follows:
KEY MANAGEMENT PERSON
30 JUN 2024
$
30 JUN 2023
$
Cameron Coleman
294,255
294,256
Fergus Hume
202,719
188,753
WAGNERS ANNUAL REPORT 2024
32
REMUNERATION REPORT
(AUDITED)
9 OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES
(a) Loans to key management personnel and their related parties
There were no loans issued to any key management personnel, or their related parties during the financial year ended 30 June 2024.
(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
2024
REVENUE/(COSTS)
$
2024
OWED/(OWING)2
$
2023
REVENUE/(COSTS)
$
2023
OWED/(OWING)
$
Sale of materials and services
1,324,049
332,504
3,634,884
425,178
Payments for rent of property and plant2
(7,770,610)
–
(7,071,498)
–
Payments for material royalties, wharfage & other
(3,203,859)
(77,466)
(2,343,526)
(91,328)
Totals
(9,650,420)
255,038
(5,780,140)
333,850
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 2024
$
30 JUN 2023
$
Right-of-use asset
117,201,544
119,827,585
Lease liability
(133,957,196)
(133,283,427)
All lease liabilities relates to existing leases with related parties and no new lease transactions were entered into with related parties in
the period 1 July 2023 to 30 June 2024.
This ends the Audited Remuneration Report.
The Directors’ Report is signed in accordance with a resolution of the directors made pursuant to s298(2) of the Corporations Act 2001.
MR DENIS WAGNER
Chairman
Dated at Brisbane, Queensland on 21 August 2024.
WAGNERS ANNUAL REPORT 2024
33
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 2024, 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 2024
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
WAGNERS ANNUAL REPORT 2024
34
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
NOTE
30 JUN 2024
$’000
30 JUN 2023
$’000
Revenue from contracts with customers
3(a)
481,644
475,452
Other income
3(b)
4,704
1,874
Costs of goods sold
4(d)
(229,209)
(227,889)
Employee benefits expense
4(a)
(98,167)
(96,421)
Depreciation — right-of-use assets
10(a)
(7,777)
(8,021)
Depreciation and amortisation expense — other
9(a)+11(a)
(19,622)
(20,248)
Finance costs — lease liabilities
15
(5,881)
(5,591)
Net finance cost — other
4(b)
(6,797)
(5,881)
Contract work and purchased services
(16,012)
(23,153)
Repairs and maintenance
(44,649)
(41,249)
Transport and travel
(16,250)
(20,549)
Impairment loss
4(e)
(8,765)
–
Fair value adjustment on derivative instruments
16
(438)
(744)
Impairment of trade receivables — gain/(loss)
7(a)
371
(153)
Other expenses
4(c)
(16,337)
(21,896)
Profit before income tax
16,815
5,531
Income tax expense
5
(6,533)
(2,408)
Profit attributable to equity holders of the parent
10,282
3,123
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
19
(621)
58
(621)
58
Total comprehensive income attributable to equity holders of the parent
9,661
3,181
EARNINGS PER SHARE
CENTS
CENTS
Basic earnings per share
21
5.5
1.7
Diluted earnings per share
21
5.4
1.6
The accompanying notes form part of these financial statements.
WAGNERS ANNUAL REPORT 2024
35
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 30 JUNE 2024
NOTE
30 JUN 2024
$’000
30 JUN 2023
$’000
CURRENT ASSETS
Cash and cash equivalents
6
18,661
11,363
Trade and other receivables
7
68,519
95,148
Inventories
8
39,866
41,255
Derivative instruments
16
650
1,257
Current tax assets
–
1,899
Other assets
2,309
1,464
Total Current Assets
130,005
152,386
NON-CURRENT ASSETS
Other financial assets
7
7
Property, plant and equipment
9
160,243
163,617
Right-of-use assets
10
118,239
130,439
Intangible assets
11
2,045
2,164
Deferred tax assets
12
2,572
2,058
Total Non-current Assets
283,106
298,285
TOTAL ASSETS
413,111
450,671
CURRENT LIABILITIES
Trade and other payables
13
54,615
64,523
Borrowings
14
7,073
23,026
Lease liabilities
15
10,070
10,404
Derivative instruments
16
2,475
2,643
Current tax liabilities
4,656
–
Provisions
17
11,438
10,062
Total Current Liabilities
90,327
110,658
NON-CURRENT LIABILITIES
Borrowings
14
59,212
81,712
Lease liabilities
15
126,547
133,712
Provisions
17
2,461
610
Total Non-current Liabilities
188,220
216,034
TOTAL LIABILITIES
278,547
326,692
NET ASSETS
134,564
123,979
EQUITY
Issued capital
18
411,564
411,564
Pre IPO distributions to related entities
(354,613)
(354,613)
Reserves
19
273
(30)
Retained earnings
77,340
67,058
TOTAL EQUITY
134,564
123,979
The accompanying notes form part of these financial statements.
WAGNERS ANNUAL REPORT 2024
36
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
NOTE
SHARE CAPITAL
$’000
PRE IPO
DISTRIBUTIONS TO
RELATED ENTITIES
$’000
RESERVES
$’000
RETAINED
EARNINGS
$’000
TOTAL
$’000
Balance at 1 July 2022
411,564
(354,613)
14
63,935
120,900
Profit for the financial year 30 June 2023
–
–
–
3,123
3,123
Exchange differences from translation of foreign
controlled entities, net of tax
–
–
58
–
58
Total comprehensive income
for the financial year
–
–
58
3,123
3,181
Transactions with owners in their capacity
as owners:
– Recognition of share-based payments
19(a)
–
–
(102)
–
(102)
– New shares issued (net of share issue costs)
–
–
–
–
Balance at 30 June 2023
411,564
(354,613)
(30)
67,058
123,979
Profit for the financial year 30 June 2024
–
–
–
10,282
10,282
Exchange differences from translation of foreign
controlled entities, net of tax
–
–
(621)
–
(621)
Total comprehensive income
for the financial year
–
–
(621)
10,282
9,661
Transactions with owners in their capacity
as owners:
– Recognition of share-based payments
19(a)
–
–
924
–
924
– Exercise of employee performance rights
18(b),
19(a)
–
–
–
–
–
Balance at 30 June 2024
411,564
(354,613)
273
77,340
134,564
The accompanying notes form part of these financial statements.
WAGNERS ANNUAL REPORT 2024
37
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
NOTE
30 JUN 2024
$’000
30 JUN 2023
$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
560,123
489,973
Payments to suppliers and employees (inclusive of GST)
(475,794)
(460,366)
Interest received
130
–
Dividends received
1,214
691
Finance costs
(12,585)
(11,523)
Income tax paid
(492)
(1,980)
Net cash provided by operating activities
22(a)
72,596
16,795
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment
3,439
1,135
Payments for property, plant and equipment
(23,859)
(15,151)
Net cash used in investing activities
(20,420)
(14,016)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
22(b)
9,175
14,044
Repayment of lease liabilities
22(b)
(5,811)
(3,890)
Repayment of borrowings
22(b)
(47,629)
(13,829)
Net cash (used in)/provided by financing activities
(44,265)
(3,675)
Net increase/(decrease) in cash and cash equivalents
7,911
(896)
Cash at beginning of financial year
11,363
12,200
Effect of currency translation on cash and cash equivalents
(613)
59
CASH AT END OF FINANCIAL YEAR
6
18,661
11,363
The accompanying notes form part of these financial statements.
WAGNERS ANNUAL REPORT 2024
38
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 STATEMENT OF MATERIAL
ACCOUNTING POLICIES
The consolidated financial statements of Wagners Holding
Company Limited and its subsidiaries (together, the ‘Group’ or
‘Consolidated Entity’) for the year ended 30 June 2024 were
authorised for issue in accordance with a resolution of the
directors on 21 August 2024.
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 7 for
further information.
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.
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.
WAGNERS ANNUAL REPORT 2024
39
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 STATEMENT OF MATERIAL ACCOUNTING
POLICIES (CONTINUED)
(a) Basis of preparation (continued)
(iii) Critical accounting estimates and judgements
(continued)
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.
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 delivered 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.
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.
WAGNERS ANNUAL REPORT 2024
40
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 STATEMENT OF MATERIAL ACCOUNTING
POLICIES (CONTINUED)
(c) Revenue recognition (continued)
Dividends and interest
Dividend revenue is recognised when the right to receive
a dividend has been established, and interest revenue is
recognised using the effective interest method.
All revenue is stated net of the amount of goods
and services tax.
Contract assets and contract liabilities
AASB 15 uses the terms ‘contract asset’ and ‘contract liability’
to describe what is commonly known as ‘accrued revenue’
and ‘deferred revenue’. Contract assets are balances due from
customers under contracts as work is performed and therefore
a contract asset is recognised over the period in which the
performance obligation is fulfilled. This represents the entity’s
right to consideration for the services transferred to date.
Amounts are generally reclassified to trade receivables when
these have been certified or invoiced to a customer. Contract
liabilities arise where payment is received prior to work
being performed.
(d) Financial instruments
Classification
The group classifies its financial assets in the following
measurement categories:
`
those to be measured subsequently at fair value (either
through Other Comprehensive Income (OCI), or through
profit or loss), and
`
those to be measured at amortised cost.
The classification depends on the group’s business model for
managing the financial assets and the contractual terms of
the cash flows.
For assets measured at fair value, gains and losses will either
be recorded in profit or loss or other comprehensive income.
For investments in debt instruments, this will depend on the
business model in which the investment is held. For investments
in equity instruments that are not held for trading, this will
depend on whether the Group has made an irrevocable election
at the time of initial recognition to account for the equity
investment at Fair Value through Other Comprehensive Income
(FVOCI). The Group reclassifies debt investments when and only
when its business model for managing those assets changes.
Measurement
At initial recognition, the group measures a financial asset
at its fair value plus, in the case of a financial asset not at Fair
Value through Profit or Loss (FVPL), transaction costs that are
directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed
in profit or loss.
Financial assets with embedded derivatives are considered
in their entirety when determining whether their cash flows
are solely payment of principal and interest. Measurement of
cash and cash equivalents and trade and other receivables are
measured at amortised cost.
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).
WAGNERS ANNUAL REPORT 2024
41
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 STATEMENT OF MATERIAL ACCOUNTING
POLICIES (CONTINUED)
(d) Financial instruments (continued)
Measurement (continued)
DEBT INSTRUMENTS (CONTINUED)
`
Fair Value through Profit or Loss (FVPL): Assets that do
not meet the criteria for amortised cost or FVOCI are
measured at FVPL. A gain or loss on a debt investment that
is subsequently measured at FVPL is recognised in profit
or loss and presented net within other gains/(losses) in the
period in which it arises.
IMPAIRMENT
The Group’s accounting for impairment losses relating to
financial assets is on a forward looking basis using the Expected
Credit Losses (ECL) approach. For trade receivables and contract
assets, the Group applies the simplified approach permitted
by AASB 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables. The Group
has established a provision matrix that is based on the Group’s
historical credit losses against the receivables ageing profile.
DERIVATIVES
The Group uses derivative financial instruments, such as forward
currency contracts and interest rate swaps, to hedge its foreign
currency risks and interest rate risks, respectively. Such derivative
financial instruments are initially recognised at fair value on
the date on which a derivative contract is entered into and are
subsequently remeasured at fair value. Derivatives are carried
as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.
(e) Income tax
The income tax expense or benefit for the period is the tax
payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction where the
Company’s subsidiaries operate and generate taxable income,
adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and
prior period adjustments (where applicable).
Current and deferred tax is recognised in the consolidated
income statement, except to the extent that it relates to items
recognised in other comprehensive income. In which case, the
tax is also recognised in other comprehensive income.
Deferred tax assets and liabilities are recognised for temporary
differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial
statements, at the tax rates expected to apply when the asset is
realised or the liability is settled, except for:
`
When the deferred income tax asset or liability arises from
the initial recognition of goodwill or an asset or liability in
a transaction other than a business combination, that at
the time of the transaction affects neither accounting nor
taxable profit or loss; or
`
When the taxable temporary differences relate to interests in
subsidiaries, associates or joint ventures, and the Company
is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not
reverse in the foreseeable future; or
Deferred tax assets relating to temporary differences and
unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against
which the benefits of the deferred tax asset can be utilised.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation
authority. Current tax assets and tax liabilities are offset where
the entity has legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle
the liability simultaneously.
WAGNERS ANNUAL REPORT 2024
42
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 STATEMENT OF MATERIAL ACCOUNTING
POLICIES (CONTINUED)
(e) Income tax (continued)
Tax consolidation group
Wagners Holding Company Limited, the ultimate Australian
controlling entity, and its Australian subsidiaries, have
implemented the tax consolidation legislation.
Wagners Holding Company Limited and its subsidiaries in
the tax consolidated Group account for their own current
and deferred tax amounts. These tax amounts are measured
as if each entity in the tax consolidated Group continues to
be a stand-alone taxpayer in its own right. In addition to its
own current and deferred tax amounts, Wagners Holding
Company Limited, the ultimate Australian controlling entity, also
recognises the current tax liabilities (or assets) and the deferred
tax assets arising from unused tax losses and unused tax credits
assumed from subsidiaries in the tax consolidated Group.
Assets or liabilities arising under tax funding arrangements
within the tax consolidated entities are recognised as
amounts receivable from or payable to other entities in the
Group. Under the tax funding arrangement, the members of
the tax consolidated Group compensate Wagners Holding
Company Limited for any current tax payable assumed, and are
compensated by Wagners Holding Company Limited for any
current tax receivable and deferred tax assets relating to unused
tax losses or unused tax credits that are transferred to Wagners
Holding Company Limited.
(f) Earnings per share
(i)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit
attributable to the owners of the Company, excluding any costs
of servicing equity other than ordinary shares, by the weighted
average number of ordinary shares outstanding during the
financial period, adjusted for bonus elements in ordinary shares
issued during the financial period.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account
the after income tax effect of interest and other financing
costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential
ordinary shares.
(g) Inventories
Inventories are stated at the lower of cost and net realisable
value. The cost of manufactured products includes direct costs
& labour, and apportioned fixed overhead costs, which 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) 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.
WAGNERS ANNUAL REPORT 2024
43
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 STATEMENT OF MATERIAL ACCOUNTING
POLICIES (CONTINUED)
(h) Property, plant and equipment
(continued)
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
2 – 30 years
Motor vehicles
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.
(i) 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).
(j) Foreign currency transactions
and balances
(i)
Functional and presentation currency
The functional currency of each of the Group’s entities is
measured using the currency of the primary economic
environment in which it operates. The consolidated financial
statements are presented in Australian dollars, which
is Wagners Holding Company Limited’s functional and
presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into functional
currency using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at
the year-end exchange rate. Non-monetary items measured at
historical cost continue to be carried at the exchange rate at the
date of the transaction. Non-monetary items measured at fair
value are reported at the exchange rate at the date when fair
values were determined.
Exchange differences arising on the translation of monetary
items are recognised in profit or loss. Exchange differences
arising on the translation of non-monetary items are recognised
directly in other comprehensive income to the extent that the
underlying gain or loss is recognised in other comprehensive
income; otherwise the exchange difference is recognised in
profit or loss.
(iii) Group companies
The results and financial position of foreign operations (none of
which has the currency of a hyperinflationary economy), whose
functional currency is different from the presentation currency
are translated into the presentation currency as follows:
`
Assets and liabilities in the statement of financial position
are translated at the closing exchange rate at the reporting
date of the reporting period; and
`
Income and expenses in the statement of profit or loss and
other comprehensive income are translated at average
exchange rates for the reporting period.
Exchange differences arising on translation of foreign operations
with functional currencies other than Australian dollars are
recognised in other comprehensive income and included in
the foreign currency translation reserve in the statement of
financial position. The cumulative amount of these differences
is reclassified into profit or loss in the period in which the
operation is disposed of.
WAGNERS ANNUAL REPORT 2024
44
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 STATEMENT OF MATERIAL ACCOUNTING
POLICIES (CONTINUED)
(k) Employee benefits
(i)
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary
benefits and annual leave expected to be settled wholly within
12 months after the end of the reporting period in which the
employees render the related service are recognised in respect
of employees’ services up to the end of the reporting period and
are measured at the amounts expected to be paid when the
liabilities are settled. The liability for annual leave is presented as
provision for employee benefits. All other short-term employee
benefit obligations are presented as payables.
(ii) Other long-term employee benefits
The liabilities for long service leave and annual leave which is
not expected to be settled wholly within 12 months after the
end of the reporting period in which the employees render
the related service is recognised in the provision for employee
benefits and measured as the present value of expected
future payments to be made in respect of services provided
by employees up to the end of the reporting period using
the projected unit credit method. Consideration is given to
expected future wage and salary levels, experience of employee
departures and periods of service. Expected future payments
are discounted using market yields at the end of the reporting
period on corporate bonds with terms and currencies that
match, as closely as possible, the estimated future cash outflows.
The Group’s obligations for long-term employee benefits are
presented as non-current provision for employee benefits the
consolidated statement of financial position, except where the
Group does not have an unconditional right to defer settlement
for at least 12 months after the end of the reporting period, in
which case the obligations are presented as a current provision
for employee benefits.
(iii) Retirement benefit obligations
All Australian-resident employees of the Group are entitled
to receive a superannuation guarantee contribution, to the
employee’s superannuation fund of choice. All superannuation
guarantee contributions are recognised as an expense when
they become payable. All obligations for unpaid superannuation
guarantee contributions at the end of the reporting period are
measured at the (undiscounted) amounts expected to be paid
when the obligation is settled and are presented as current
liabilities in the Group’s statement of financial position.
Other amounts charged to the financial statements in
this respect represents the contribution made by the
consolidated entity to employee retirement benefit funds in
other jurisdictions.
(iv) Termination benefits
Termination benefits are payable when employment is
terminated by the Group before the normal retirement date, or
when an employee accepts voluntary redundancy in exchange
for these benefits. The Group recognises a liability and expense
for termination benefits at the earlier of: (a) the date when
the Group can no longer withdraw the offer of those benefits;
and (b) when the Group recognises costs for restructuring
pursuant to AASB 137 Provisions, Contingent Liabilities and
Contingent Assets and the costs include termination benefits.
In either case, unless the number of employees affected is
known, the obligation for termination benefits is measured on
the basis of the number of employees expected to be affected.
Termination benefits that are expected to be settled wholly
before 12 months after the annual reporting period in which
the benefits are recognised are measured at the (undiscounted)
amounts expected to be paid. All other termination benefits
are accounted for on the same basis as other long-term
employee benefits.
(v) Short-term incentive scheme
The Group recognises a liability and an expense for bonuses
based on a formula that takes into consideration the earnings of
the Group after certain adjustments, subject to Board approval.
WAGNERS ANNUAL REPORT 2024
45
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 STATEMENT OF MATERIAL ACCOUNTING
POLICIES (CONTINUED)
(l) 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.
(m) 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.
(n) 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.
(o) 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.
(p) 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.
(q) 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.
WAGNERS ANNUAL REPORT 2024
46
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 STATEMENT OF MATERIAL ACCOUNTING
POLICIES (CONTINUED)
(r) 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.
(s) 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.
(t) 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.
(u) 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.
(v) Leases
As a lessee, the Group recognises right-of-us 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-us asset is initially measured at the amount of lease
liability plus any lease payments made before commencement
less any lease incentives received. It also includes and direct
costs and restoration costs. Right-of-use assets are generally
depreciated over the shorter of the asset’s useful life and the
lease term on a straight-line basis. If the Group is reasonably
certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset’s useful life.
The Group has elected not to recognise right-of-us 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.
(w) 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
2024 reporting periods and have not been early adopted
by the Group. The Group continues to assess the impact of
these new standards and interpretations, including AASB
2020-6 Classification of Liabilities as Current or Non-Current, but
has not yet finalised its assessment of the impact on the Group
in the current or future reporting periods and on foreseeable
future transactions.
WAGNERS ANNUAL REPORT 2024
47
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2 SEGMENT REPORTING
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 four segments:
`
Construction Materials (CM): supplies a range of
construction materials 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.
`
Project Services (Projects): supplies a range of project
services predominantly to customers in the construction,
infrastructure, and resources industries. Services include
mobile concrete, crushing and haulage services, and are
typically provided via medium to long-term contracts both
domestically and internationally.
`
Composite Fibre Technology (CFT): provides an
innovative and environmentally sustainable new generation
building material, Composite Fibre Technology (CFT).
`
Earth Friendly Concrete (EFC): provides an innovative
and environmentally sustainable new generation building
material, Earth Friendly Concrete (EFC) technology.
Corporate amounts reflect corporate costs incurred
by the Group, as well as the financing and investment
activities of the Group.
Segment performance is evaluated based on profit before
interest and tax. Inter-segment pricing is determined on an
arm’s length basis and inter-segment revenue is generated from
the sales of materials and services between operations.
Allocations of assets and liabilities are not separately identified
in internal reporting so are not disclosed in this note.
WAGNERS ANNUAL REPORT 2024
48
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2 SEGMENT REPORTING (CONTINUED)
Reconciliations of reportable segment revenues & profit or loss
YEAR ENDED 30 JUNE 2024
CMS
$’000
PROJECTS1
$’000
CFT
$’000
EFC2
$’000
CORPORATE
$’000
TOTAL
$’000
Segment revenue
224,394
206,198
59,377
269
–
490,238
Inter-segment elimination
(8,519)
–
(75)
–
–
(8,594)
Revenue from contracts
with customers
215,875
206,198
59,302
269
–
481,644
Other income
1,724
194
333
117
2,336
4,704
Total revenue for the year
217,599
206,392
59,635
386
2,336
486,348
Profit/(loss) before interest
& income tax
31,674
18,507
419
(6,960)
(13,709)
29,931
Finance costs
(12,808)
Fair value adjustment
on derivatives
(438)
Interest income
130
Income tax expense
(6,533)
Profit for the year
10,282
1
Profit or loss includes impairment expense recognised in segment of $3,173k in relation to Wacol precast [Note 4(e)].
2
Profit or loss includes impairment expense recognised in segment of $5,592k in relation to winding down of EFC operations [Note 4(e)].
YEAR ENDED 30 JUNE 2023
CMS
$’000
PROJECTS
$’000
CFT
$’000
EFC
$’000
CORPORATE
$’000
TOTAL
$’000
Segment revenue
218,045
207,498
59,244
395
-
485,182
Inter-segment elimination
(9,730)
-
-
-
-
(9,730)
Revenue from contracts
with customers
208,315
207,498
59,244
395
-
475,452
Other income
951
-
-
12
911
1,874
Total revenue for the year
209,266
207,498
59,244
407
911
477,326
Profit/(loss) before interest
& income tax
19,045
17,862
(1,921)
(4,010)
(13,229)
17,747
Finance costs
(11,472)
Fair value adjustment
on derivatives
(744)
Interest income
–
Income tax expense
(2,408)
Profit for the year
3,123
WAGNERS ANNUAL REPORT 2024
49
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2 SEGMENT REPORTING (CONTINUED)
Major customers
The Group has a number of customers to whom it provides both materials and services. The Group supplies two external customers
(2023: one) in the CM segment who accounts for 28% of external revenue (2023: 12%).
Geographical information
Refer to note 3(c) for disclosure of geographical information on revenue.
3 INCOME
(a) Revenue from contracts with customers
NOTE
30 JUN 2024
$’000
30 JUN 2023
$’000
Sale of goods
363,294
358,375
Sale of services
118,350
117,077
Total revenue from contracts with customers
481,644
475,452
$6.062 million of revenue was recognised in the current financial year from satisfied performance obligations outstanding at the end
of the previous reporting period.
(b) Other income
NOTE
30 JUN 2024
$’000
30 JUN 2023
$’000
Profit on sale of property, plant and equipment
2,404
913
Dividends received
1,214
691
Rent and hire received
695
237
Other income
391
33
Total other income
4,704
1,874
WAGNERS ANNUAL REPORT 2024
50
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3 INCOME (CONTINUED)
(c) Disaggregation of revenue
The Group earns revenue from several geographical locations, the net revenue presented below is based on the selling entity.
30 JUNE 2024
30 JUNE 2023
CMS
$’000
PROJECTS
$’000
CFT
$’000
EFC
$’000
CORPORATE
$’000
CMS
$’000
PROJECTS
$’000
CFT
$’000
EFC
$’000
CORPORATE
$’000
AUSTRALIA
– Point-in-time
215,514
128,333
33,742
85
–
207,780
135,623
22,617
184
–
– Over-time
361
77,865
19,434
–
–
535
71,875
26,173
–
–
UNITED STATES
OF AMERICA
– Over-time
–
–
2,057
–
–
–
–
5,168
–
–
NEW ZEALAND
– Point-in-time
–
–
3,713
–
–
–
–
2,550
–
–
– Over-time
–
–
356
–
–
–
–
2,736
–
–
UNITED KINGDOM
– Point-in-time
–
–
–
184
–
–
–
–
211
PNG & MALAYSIA
– Point-in-time
–
–
–
–
–
–
–
–
–
–
Total point-in-time
215,514
128,333
37,455
269
–
207,780
135,623
25,167
395
–
Total over-time
361
77,865
21,847
–
–
535
71,875
34,077
–
–
Revenue from
contracts
215,875
206,198
59,302
269
–
208,315
207,498
59,244
395
–
WAGNERS ANNUAL REPORT 2024
51
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
4 PROFIT OR LOSS ITEMS
Profit for the following year included the following specific items:
(a) Expenses
NOTE
30 JUN 2024
$’000
30 JUN 2023
$’000
Employee benefits expense (i)
88,231
88,604
Defined contributions plans (ii)
9,012
7,920
Performance rights expense (iii)
26
924
(102)
(i)
Excludes the Group’s defined contributions paid for its employees and performance rights.
(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
30 JUN 2024
$’000
30 JUN 2023
$’000
Interest income
(130)
–
Interest costs and facility fees
7,202
6,151
Other finance costs/(income)
(275)
(270)
6,797
5,881
(c) Other expenses
30 JUN 2024
$’000
30 JUN 2023
$’000
Rent & hire costs
9,728
12,250
Freight & postal costs
1,571
3,343
Other expenses
5,038
6,303
16,337
21,896
(d) Cost of goods sold
Cost of goods sold includes the values of $148,840k for the purchase cost of inventory and materials (2023: $160,759), $53,152k (2023:
$46,953k) for other direct costs and cartage on sales (freight of $49,721k (2023: $42,367k, royalties of $2,473k (2023: $3,183k) and drill
and blast costs of $958k (2023: $1,403k)) and $27,217k (2023: $20,177k) for allocation of overheads (labour costs of $24,074k (2023:
$15,466k) and other plant and equipment expenses of $3,143k (2023: $4,711k)) to produce inventory for sale.
WAGNERS ANNUAL REPORT 2024
52
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
4 PROFIT OR LOSS ITEMS (CONTINUED)
(e) Impairment losses
30 JUN 2024
$’000
30 JUN 2023
$’000
Wacol Precast1
3,173
–
EFC2
5,592
–
8,765
–
1
Early termination of the Wacol precast facility property, plant and equipment and lease write offs, and winding down our precast operations business in a
caretaker mode. This loss is included in the Projects segment.
2
Winding down of our EFC business operations, included in our EFC segment.
5 INCOME TAX
(a) Income tax expense
CONSOLIDATED GROUP
30 JUN 2024
$’000
30 JUN 2023
$’000
The components of income tax expense comprise:
Current tax on profits for the year
9,115
–
Adjustments for current tax of prior periods
(2,068)
–
Deferred tax expense/(benefit)
(514)
2,408
6,533
2,408
(b) Numerical reconciliation of income tax expense to prima facie tax payable
30 JUN 2024
$’000
30 JUN 2023
$’000
Profit before income tax expense
16,533
5,531
Prima facie tax payable using Australian tax rate of 30% (2023: 30%)
5,045
1,659
Adjusted for:
– Foreign tax rate differential
571
251
– Offshore (non-Australian) tax losses not recognised in deferred taxes
2,158
655
– Foreign exchange impacts on tax expense
–
18
– Other net non-deductible/(non-assessable) items
(333)
(175)
– Under/(over) provision from prior years
(908)
–
Income tax expense
6,533
2,408
WAGNERS ANNUAL REPORT 2024
53
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
6 CASH AND CASH EQUIVALENTS
30 JUN 2024
$’000
30 JUN 2023
$’000
Cash on hand
6
7
Cash at bank
18,655
11,356
18,661
11,363
7 TRADE AND OTHER RECEIVABLES
30 JUN 2024
$’000
30 JUN 2023
$’000
CURRENT
Trade receivables
66,006
83,250
Provision for expected credit loss of trade receivables
(1,481)
(1,314)
64,525
81,936
Contract assets (i)
3,743
13,107
Other receivables
251
105
68,519
95,148
(i)
Contract assets decreased due mainly to the Sydney Metro Precast contract finalization in the financial year ended 30 June 2024.
(a) Provision for expected credit losses of trade receivables
Movement in the allowance for expected credit losses of trade receivables is as follows:
30 JUN 2024
$’000
30 JUN 2023
$’000
Balance at beginning of period
1,314
1,161
– Impairment expense recognised during the year
(371)
153
– Receivables (written off)/recouped during the year as uncollectable
538
–
Balance at end of period
1,481
1,314
WAGNERS ANNUAL REPORT 2024
54
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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 2024
EXPECTED
LOSS RATE
GROSS TRADE RECEIVABLE
AND CONTRACT ASSET
$’000
LOSS ALLOWANCE
$’000
Current1
0.5%
50,327
218
1 to 30 days past current
1.0%
12,754
138
31 to 60 days past current
5.0%
992
52
61 to 90 days past current
20.0%
74
89
90+ days past current
50.0%
1,859
984
Contract assets
0%
3,743
–
Balance at end of period
69,749
1,481
TRADE RECEIVABLE AGEING AS AT 30 JUNE 2023
EXPECTED
LOSS RATE
GROSS TRADE RECEIVABLE
AND CONTRACT ASSET
$’000
LOSS ALLOWANCE
$’000
Current1
0.5%
72,471
361
1 to 30 days past current
1.0%
15,868
159
31 to 60 days past current
5.0%
1,730
88
61 to 90 days past current
20.0%
–
–
90+ days past current
50.0%
1,378
706
Contract assets
0 %
4,910
–
Balance at end of period
96,357
1,314
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.
WAGNERS ANNUAL REPORT 2024
55
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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 2024 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
30 JUN 2024
$’000
30 JUN 2023
$’000
AT COST
Raw materials and stores
20,323
24,263
Work in progress
300
518
Finished goods
19,243
16,474
39,866
41,255
The Group recognised $121.8 million of inventory through profit or loss for the financial year ending 30 June 2024
(2023: $142.1 million).
WAGNERS ANNUAL REPORT 2024
56
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
9 PROPERTY, PLANT & EQUIPMENT
30 JUN 2024
$’000
30 JUN 2023
$’000
LAND IMPROVEMENTS & BUILDINGS
Land improvements & buildings — at cost
27,477
27,427
Less accumulated depreciation
(8,587)
(7,075)
18,890
20,352
PLANT & EQUIPMENT
Plant & equipment — at cost
209,293
187,844
Less accumulated depreciation
(104,191)
(93,995)
105,102
93,849
MOTOR VEHICLES
Motor vehicles — at cost
71,768
67,844
Less accumulated depreciation
(42,995)
(38,628)
28,773
29,216
ASSETS UNDER CONSTRUCTION — AT COST
7,478
20,200
Total property, plant & equipment
160,243
163,617
WAGNERS ANNUAL REPORT 2024
57
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
9 PROPERTY, PLANT & EQUIPMENT (CONTINUED)
(a) Movements in carrying amounts
FINANCIAL YEAR ENDED 30 JUNE 2024
$’000
LAND
IMPROVEMENTS &
BUILDINGS
PLANT &
EQUIPMENT
MOTOR
VEHICLES
ASSETS UNDER
CONSTRUCTION
TOTAL
Opening net book value
20,352
93,849
29,216
20,200
163,617
Additions
–
2,480
7,128
14,250
23,858
Transfers from under construction
50
25,170
118
(25,338)
–
Transfers between classes
–
–
–
(1,633)
(1,633)
Impairment charges
(760)
(4,260)
(12)
–
(5,032)
Exchange differences
–
3
(10)
(1)
(8)
Depreciation
(752)
(11,904)
(6,846)
–
(19,502)
Disposals
–
(236)
(821)
–
(1,057)
Closing net book value
18,890
105,102
28,773
7,478
160,243
FINANCIAL YEAR ENDED 30 JUNE 2023
$’000
LAND
IMPROVEMENTS &
BUILDINGS
PLANT &
EQUIPMENT
MOTOR
VEHICLES
ASSETS UNDER
CONSTRUCTION
TOTAL
Opening net book value
15,852
90,080
27,186
25,472
158,590
Additions
(1,419)
5,292
8,273
13,232
25,378
Transfers from under construction
6,578
9,753
2,173
(18,504)
–
Transfers between classes
–
119
(119)
–
–
Exchange differences
–
–
–
–
–
Depreciation
(659)
(11,376)
(8,094)
–
(20,129)
Disposals
–
(19)
(203)
–
(222)
Closing net book value
20,352
93,849
29,216
20,200
163,617
As at 30 June 2024 the value of the Group’s assets pledged as security was $23,083,143 (2023: $24,290,242).
WAGNERS ANNUAL REPORT 2024
58
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
10 RIGHT-OF-USE ASSETS
30 JUN 2024
$’000
30 JUN 2023
$’000
Land & buildings
141,422
153,647
Less accumulated depreciation
(23,183)
(23,208)
Total right-of-use assets
118,239
130,439
(a) Movements in carrying amounts
30 JUN 2024
$’000
30 JUN 2023
$’000
LAND & BUILDINGS
Opening net book value
130,439
100,545
Additions
–
–
Modifications
(1,688)
37,915
Impairment
(1,699)
–
Depreciation to profit or loss
(8,813)
(8,021)
Closing net book value
118,239
130,439
11 INTANGIBLE ASSETS
30 JUN 2024
$’000
30 JUN 2023
$’000
LICENCES
Licences — at cost
2,740
2,740
Less accumulated amortisation
(695)
(576)
2,045
2,164
Total intangible assets
2,045
2,164
(a) Movements in carrying amounts
30 JUN 2024
$’000
30 JUN 2023
$’000
LICENCES
Opening net book value
2,164
2,283
Amortisation
(119)
(119)
Closing net book value
2,045
2,164
WAGNERS ANNUAL REPORT 2024
59
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
12 DEFERRED TAX ASSETS AND LIABILITIES
(a) Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
ASSETS
LIABILITIES
NET ASSETS/(LIABILITIES)
$’000
30 JUN
2024
30 JUN
2023
30 JUN
2024
30 JUN
2023
30 JUN
2024
30 JUN
2023
Inventories
–
–
(200)
(251)
(200)
(251)
Property, plant & equipment
886
–
(7,431)
(8,356)
(6,545)
(8,356)
Expected credit loss
343
352
–
–
343
352
Employee benefits
3,503
3,257
(68)
–
3,435
3,257
Derivative financial instruments
742
794
(193)
(377)
549
417
Provisions
304
508
–
–
304
508
Leases
40,987
43,236
(34,794)
(39,131)
6,193
4,105
Contract liabilities
–
1,968
–
–
–
1,968
Contract assets
–
–
(1,993)
(1,513)
(1,993)
(1,513)
Share based payments
160
55
–
–
160
55
Tax losses
–
1,016
–
–
–
1,016
Other items
751
688
(425)
(188)
326
500
Deferred tax assets/(liabilities)
47,676
51,874
(45,104)
(49,816)
2,572
2,058
Set off deferred taxes
(45,104)
(49,816)
45,104
49,816
–
–
Net deferred tax assets
2,572
2,058
–
–
2,572
2,058
WAGNERS ANNUAL REPORT 2024
60
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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 2024
$’000
OPENING
BALANCE
CHARGED
TO INCOME
CHARGED
TO EQUITY
EXCHANGE
DIFFERENCES
CLOSING
BALANCE
Inventories
(251)
51
–
–
(200)
Property, plant & equipment
(8,356)
1,811
–
–
(6,545)
Expected credit loss
352
(9)
–
–
343
Employee benefits
3,257
178
–
–
3,435
Derivative financial instruments
417
132
–
–
549
Provisions
508
(204)
–
–
304
Leases
4,105
2,088
–
–
6,193
Contract liabilities
1,968
(1,968)
–
–
–
Contract assets
(1,513)
(480)
–
–
(1,993)
Share based payments
55
105
–
–
160
Tax losses
1,016
(1,016)
–
–
–
Other items
500
(174)
–
–
326
Net deferred tax assets
2,058
514
–
–
2,572
YEAR ENDED 30 JUNE 2023
$’000
OPENING
BALANCE
CHARGED
TO INCOME
CHARGED
TO EQUITY
EXCHANGE
DIFFERENCES
CLOSING
BALANCE
Inventories
(305)
54
–
–
(251)
Property, plant & equipment
(3,923)
(4,433)
–
–
(8,356)
Expected credit loss
339
13
–
–
352
Employee benefits
2,901
356
–
–
3,257
Derivative financial instruments
190
227
–
–
417
Provisions
235
273
–
–
508
Leases
2,864
1,241
–
–
4,105
Contract liabilities
2,036
(68)
–
–
1,968
Contract assets
(224)
(1,289)
–
–
(1,513)
Share based payments
70
(15)
–
–
55
Tax losses
–
1,016
–
–
1,016
Other items
273
227
–
–
500
Net deferred tax assets
4,456
(2,398)
–
–
2,058
WAGNERS ANNUAL REPORT 2024
61
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
13 TRADE AND OTHER PAYABLES
30 JUN 2024
$’000
30 JUN 2023
$’000
Trade payables
17,155
27,286
Contract liabilities1
10
3,593
Sundry payables and accrued expenses2
37,450
33,644
54,615
64,523
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 been distinguished for the Precast Concrete division, that was recognising advanced payments of a major secured contracts.
Revenue of $3.583 million was recognised during the year that was in contract liabilities at the beginning of the period (2023: $5.725 million)
2
The Group’s sundry payables and accrued expenses can be broken up into the following overarching categories:
30 JUN 2024
$’000
30 JUN 2023
$’000
Accrued expenses
11,264
8,987
Goods Received Not Invoiced payables
17,307
16,718
GST/VAT payables
2,501
269
Payroll accruals and payables
6,379
7,670
37,451
33,644
WAGNERS ANNUAL REPORT 2024
62
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
14 BORROWINGS
30 JUN 2024
$’000
30 JUN 2023
$’000
CURRENT
Secured liabilities
Finance facility
–
15,694
Chattel mortgages
7,073
7,332
7,073
23,026
NON-CURRENT
Secured liabilities
Finance facility
52,500
75,000
Chattel mortgages
6,712
6,712
59,212
81,712
TOTAL CURRENT AND NON-CURRENT SECURED LIABILITIES:
Finance facility1
52,500
90,694
Chattel mortgages2
13,785
14,044
66,285
104,738
1
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 2024 & 30 June 2023.
In July 2023 new facilities were agreed to with existing lenders NAB & HSBC. These new facilities will expire in July 2026 and increase both term debt and
working capital facility limits, to a combined limit of $145 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.
WAGNERS ANNUAL REPORT 2024
63
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
15 LEASE LIABILITIES
NOTE
30 JUN 2024
$’000
30 JUN 2023
$’000
CURRENT
Lease liabilities
10,070
10,404
NON-CURRENT
Lease liabilities
126,547
133,712
Total current and non-current lease liabilities
22(b)
136,617
144,116
(a) Movements in carrying amounts
LEASE LIABILITIES
30 JUN 2024
$’000
30 JUN 2023
$’000
Opening net book value
144,116
110,091
Additions
–
–
Modifications
(2,563)
37,915
Interest expense
5,881
5,591
Lease repayments
(10,817)
(9,481)
Closing net book value
136,617
144,116
(b) Amounts recognised in profit or loss
30 JUN 2024
$’000
30 JUN 2023
$’000
Interest expense on lease liabilities
5,881
5,591
Rent & hire expense — low value assets
558
821
Rent & hire expense — short-term
6,472
9,451
Total
12,911
15,863
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.
WAGNERS ANNUAL REPORT 2024
64
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
15 LEASE LIABILITIES (CONTINUED)
(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.
16 DERIVATIVE INSTRUMENTS
30 JUNE 2024
30 JUNE 2023
NOTE
CURRENT
$'000
NON-CURRENT
$'000
CURRENT
$'000
NON-CURRENT
$'000
ASSETS
Foreign exchange forward contracts
650
–
1,257
–
LIABILITIES
Foreign exchange forward contracts
(2,475)
–
(2,643)
–
(2,475)
–
(2,643)
–
Total movement in Derivatives recognised
through Profit or Loss
(438)
(744)
–
WAGNERS ANNUAL REPORT 2024
65
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
17 PROVISIONS
(a) Provision balances
30 JUN 2024
$’000
30 JUN 2023
$’000
CURRENT
Employee benefits (i)
9,297
8,323
Other (ii)
2,141
1,739
11,438
10,062
NON-CURRENT
Employee benefits (i)
553
610
Make good provision (iii)
1,908
–
2,461
610
Total Provision
13,899
10,672
(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.
(iii) Make good provision represents accrued amounts for the estimated future costs to bring leased property and equipment back to
the required state as detailed within the relevant leases.
WAGNERS ANNUAL REPORT 2024
66
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
18 ISSUED CAPITAL
(a) Share capital
30 JUN 2024
SHARES
30 JUN 2023
SHARES
30 JUN 2024
$’000
30 JUN 2023
$’000
Ordinary shares
187,618,665
187,618,665
411,564
411,564
(b) Movement in share capital
DATE
DETAILS
NO. OF SHARES
$’000
1 July 2022
Opening balance
187,618,665
411,564
No transactions in financial year
30 June 2023
Closing balance
187,618,665
411,564
No transactions in financial year
30 June 2024
Closing balance
187,618,665
411,564
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
(c) Other securities issued
As part of the previously disclosed Long Term Incentive Plan (Omnibus Incentive Plan) for Company employees, the Company issued
1,586,568 performance rights on 28 November 2023 (2023: 2,276,811) 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. At the end of the 2024 financial year net debt was $47,624k, decreasing significantly from
$93,375k in 2023, with the net debt to equity ratio decreasing from 77.2% to 38.4% respectively.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt. The consolidated entity would look to raise capital when
an opportunity to invest in a business or company was seen as value adding relative to the current company’s share price at the time
of the investment.
The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in all capital
risk management decisions. There have been no events of default on the financing arrangements during the financial year. The
consolidated entity monitors capital to ensure it maintains compliance with its various financial covenants. Refer to note 14 for a
summary of existing financial covenants for the debt facilities.
WAGNERS ANNUAL REPORT 2024
67
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
19 RESERVES
30 JUN 2024
$’000
30 JUN 2023
$’000
Share based payment reserve
1,108
184
Foreign exchange reserve
(835)
(214)
273
(30)
(a) Movement in each class of reserve
30 JUN 2024
$’000
30 JUN 2023
$’000
SHARE BASED PAYMENT RESERVE
Opening balance
184
286
Share based payments fair value recognised in profit or loss
924
(102)
Closing balance
1,108
184
FOREIGN EXCHANGE RESERVE
Opening balance
(214)
(272)
Exchange differences on translation of foreign operations, net of tax
(621)
58
Closing balance
(835)
(214)
(b) Details of reserves
(i)
Share based payment reserve
The share-based payment reserve arises on the grant of performance rights to executives under the Long Term Incentive Plan (LTI).
Further information about LTI is made in note 26 to the financial statements. The Group settled the Wagner Limited Employee Share
Trust to manage the share option plan.
(ii) Foreign exchange reserve
The foreign currency translation reserve records exchange differences arising on the translation of foreign controlled subsidiaries, as
described in note 1(l).
WAGNERS ANNUAL REPORT 2024
68
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
20 DIVIDENDS
(a) Dividends paid
There were no dividends paid in both the current and prior financial years ended 30 June 2024 & 30 June 2023 respectively.
(b) Dividends proposed
A fully franked final dividend of 2.5c per share 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 $6.217 million (2023: $16.807 million). This
balance includes adjustments made for franking credits/debits arising from the payment of estimated provision for 2024 income tax
and payment of proposed final dividend.
21 EARNINGS PER SHARE
EARNINGS USED IN CALCULATING EARNINGS PER SHARE
30 JUN 2024
$’000
30 JUN 2023
$’000
Profit attributable to the ordinary equity holders of the Company
10,282
3,123
WEIGHTED AVERAGE NUMBER OF SHARES USED AS DENOMINATOR
30 JUN 2024
NO. ’000
30 JUN 2023
NO. ’000
Weighted average number of ordinary shares used in calculating basic earnings per share
187,618,665
187,618,665
Adjustment for calculation of diluted EPS:
– Performance rights on issue
3,975,671
4,254,218
Weighted average number of ordinary and potential ordinary shares used in
calculating diluted earnings per share
191,594,336
191,872,883
BASIC & DILUTED EARNINGS PER SHARE
30 JUN 2024
CENTS
30 JUN 2023
CENTS
Basic earnings per share
5.5
1.7
Diluted earnings per share
5.4
1.6
WAGNERS ANNUAL REPORT 2024
69
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
22 CASH FLOW INFORMATION
(a) Reconciliation of cash flow from operation with profit/(loss) after income tax
30 JUN 2024
$’000
30 JUN 2023
$’000
Profit after income tax
10,282
3,123
NON-CASH FLOWS IN PROFIT
– Depreciation of property, plant & equipment
19,503
20,129
– Depreciation of right-of-use assets
7,534
8,021
– Amortisation of intangible assets
119
119
– Fair value adjustment on derivative instruments
439
744
– Net (gain)/loss on disposal of non-current assets
(2,383)
(913)
– Performance rights expense
924
(102)
– Net exchange differences
8,967
–
CHANGES IN OPERATING ASSETS AND LIABILITIES
– (Increase)/decrease in trade and other receivables
26,630
(30,139)
– (Increase)/decrease in other assets
(846)
(479)
– (Increase)/decrease in inventories
3,811
9,085
– Increase/(decrease) in trade and other payables
(9,343)
5,213
– Increase/(decrease) in income taxes payable
6,555
(1,970)
– Increase/(decrease) in deferred taxes payables
(514)
2,398
– Increase/(decrease) in provisions
918
1,566
Net cash provided by operating activities
72,596
16,795
WAGNERS ANNUAL REPORT 2024
70
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
22 CASH FLOW INFORMATION (CONTINUED)
(b) Reconciliation of financial liabilities to cash flows from financing activities
YEAR ENDED 30 JUNE 2024
$’000
LEASE LIABILITIES
CHATTEL
MORTGAGES
FINANCE FACILITY
DERIVATIVES
HELD TO HEDGE
BORROWINGS
TOTAL
Opening balance
144,116
14,044
90,694
2,643
251,497
Cash inflows
–
9,175
–
–
9,175
Cash outflows
(5,811)
(9,435)
(38,194)
–
(53,440)
Non-cash flows in financial liabilities
Fair value change in derivatives
–
–
–
(168)
(168)
Lease liability changes
(1,688)
–
–
–
(1,688)
Closing balance
136,617
13,784
52,500
2,475
205,376
YEAR ENDED 30 JUNE 2023
$’000
LEASE LIABILITIES
CHATTEL
MORTGAGES
FINANCE FACILITY
DERIVATIVES
HELD TO HEDGE
BORROWINGS
TOTAL
Opening balance
110,091
14,497
79,800
684
205,072
Cash inflows
–
–
10,961
–
10,961
Cash outflows
(3,890)
(10,679)
(67)
–
(14,636)
Non-cash flows in financial liabilities
Chattel mortgage contracts
–
10,226
–
–
10,226
Fair value change in derivatives
–
–
–
1,959
1,959
Lease liability changes
37,915
–
–
–
37,915
Closing balance
144,116
14,044
90,694
2,643
251,497
WAGNERS ANNUAL REPORT 2024
71
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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
NOTE
VALUATION TECHNIQUE & INPUTS
Derivative
instruments
Level 2
16
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 2024
NOTE
LEVEL1
$’000
LEVEL 2
$’000
LEVEL 3
$’000
TOTAL
$’000
Foreign exchange forward contracts
16
–
(1,825)
–
(1,825)
–
(1,825)
–
(1,825)
AS AT 30 JUNE 2023
Foreign exchange forward contracts
16
–
(1,386)
–
(1,386)
–
(1,386)
–
(1,386)
There were no transfers between fair value hierarchies during the current and previous financial years.
WAGNERS ANNUAL REPORT 2024
72
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
24 FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk consisting of interest rate risk,
foreign currency risk and other price risk (commodity and equity price risk). The Group’s overall risk management program focuses on
the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.
The Group uses different methods to measure different types of risk to which it is exposed.
Risk management is carried out by a central finance department. Finance identifies, evaluates and hedges financial risks in close
co-operation with the Group’s operating units. Finance provides overall risk management, covering specific areas, such as foreign
exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments in
accordance with the Group’s facilities agreement and company policies.
The Group uses derivative financial instruments such as foreign exchange forward contracts and interest rate swaps to hedge certain
risk exposures. Derivatives are exclusively used for economic hedging purposes and not as trading or speculative instruments. These
derivatives are not designated hedges and the Group has therefore not applied hedge accounting. The Group uses different methods
to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign
exchange and other price risks, and aging analysis for credit risk.
(a) Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations
that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures such as the utilisation of systems for the approval, granting and
renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant
customers and counterparties; ensuring to the extent possible that customers and counterparties to transactions are of sound credit
worthiness. Such monitoring is used in assessing receivables for impairment.
Where the Group is unable to ascertain a satisfactory credit risk profile in relation to a customer or counterparty, these customers
may be required to pay upfront, or the risk may be further managed through obtaining security by way of personal or commercial
guarantees over assets of sufficient value which can be claimed against in the event of any default.
Credit risk exposures
The maximum exposure to credit risk at the end of the reporting period is equivalent to the carrying amount of trade receivables
and cash and cash equivalents. The Group does not consider there to be any significant concentration of credit risk with any single/
or group of customers. The Group derives revenue from two key customer (2023: one), which accounted for 28% of revenue for the
financial year ended 30 June 2024 (2023: 12%). 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.
WAGNERS ANNUAL REPORT 2024
73
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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 2024
WITHIN 1 YEAR
$’000
1 TO 5 YEARS
$’000
OVER 5 YEARS
$’000
TOTAL
$’000
Trade and other payables
55,080
–
–
55,080
Derivative financial liabilities
2,475
–
–
2,475
Chattel mortgages
8,928
5,744
–
14,672
Finance facility
891
54,283
–
55,174
Lease liabilities
10,253
34,939
188,186
233,378
77,627
94,966
188,186
360,779
AS AT 30 JUNE 2023
WITHIN 1 YEAR
$’000
1 TO 5 YEARS
$’000
OVER 5 YEARS
$’000
TOTAL
$’000
Trade and other payables
64,523
–
–
64,523
Derivative financial liabilities
2,643
–
–
2,643
Chattel mortgages
7,819
6,970
–
14,789
Finance facility
15,694
75,000
–
90,694
Lease liabilities
10,606
41,642
193,075
245,323
101,285
123,612
193,075
417,972
At the end of each reporting period the Group had access to the following undrawn borrowing facilities:
AS AT 30 JUNE 2024
AS AT 30 JUNE 2023
DRAWN
$’000
AVAILABLE
$’000
DRAWN
$’000
AVAILABLE
$’000
Expiring within one year
–
–
15,694
–
Expiring beyond one year
52,500
92,500
75,000
29,306
52,500
92,500
90,694
29,306
WAGNERS ANNUAL REPORT 2024
74
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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 2024 0% (2023: 0%) 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 no outstanding interest rate swap contracts.
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 2024
$’000
30 JUN 2023
$’000
+100bp variability in interest rate
(338)
(505)
-100bp variability in interest rate
338
505
(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).
WAGNERS ANNUAL REPORT 2024
75
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
24 FINANCIAL RISK MANAGEMENT (CONTINUED)
(c) Market risk (continued)
(ii) Foreign exchange risk (continued)
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.
NOTIONAL AMOUNT
AVERAGE EXCHANGE RATES
30 JUN 2024
$’000
30 JUN 2023
$’000
30 JUN 2024
$’000
30 JUN 2023
$’000
BUY USD / SELL AUD
Settlement within six months
23,435
12,906
0.6774
0.7032
Settlement between six and twelve months
10,425
1,500
0.6698
0.7000
33,860
14,406
0.6750
0.7029
NOTIONAL AMOUNT
AVERAGE EXCHANGE RATES
30 JUN 2024
$’000
30 JUN 2023
$’000
30 JUN 2024
$’000
30 JUN 2023
$’000
SELL USD / SELL AUD
Settlement within six months
6,825
18,405
0.7369
0.7322
Settlement between six and twelve months
8,175
–
0.7578
15,000
18,405
0.7481
0.7322
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).
IMPACT ON POST TAX PROFIT
30 JUN 2024
$’000
30 JUN 2023
$’000
+10% AUD/USD exchange rate
3,896
1,673
-10% AUD/USD exchange rate
(4,748)
(2,056)
WAGNERS ANNUAL REPORT 2024
76
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
24 FINANCIAL RISK MANAGEMENT (CONTINUED)
(c) Market risk (continued)
(iii) Other price risk
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 2024.
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:
30 JUN 2024
$’000
30 JUN 2023
$’000
Short-term employee benefits
1,900,624
1,590,518
Post-employment benefits
55,000
55,000
Long-term employee benefits
34,866
74,094
Termination benefits
–
–
Share based payments
344,765
(28,395)
2,335,255
1,691,217
Further disclosures relating to key management personnel compensation are set out in the Remuneration report, which can be found
on pages 23 to 33 of the Directors’ Report.
No loans have been provided to key management personnel by the Group throughout the financial year.
WAGNERS ANNUAL REPORT 2024
77
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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
2024 REVENUE/
(COSTS)
$
2024 OWED/
(OWING)1
$
2023 REVENUE/
(COSTS)
$
2023 OWED/
(OWING)
$
Sale of materials and services
1,324,049
332,504
3,634,884
425,178
Payments for rent of property and plant2
(7,770,610)
–
(7,071,498)
–
Payments for material royalties, wharfage & other
(3,203,859)
(77,466)
(2,343,526)
(91,328)
Totals
(9,650,420)
255,038
(5,780,140)
333,850
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 2024
$
30 JUN 2023
$
Right-of-use asset
117,201,544
119,827,585
Lease liability
(133,957,196)
(133,283,427)
All lease liabilities relates to existing leases with related parties and no new lease transactions were entered into with related parties in
the period 1 July 2023 to 30 June 2024.
WAGNERS ANNUAL REPORT 2024
78
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
26 SHARE BASED PAYMENTS
The Company adopted a 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 2024 was an expense of
$912,559 (2023: $102,699 credit). The expense was calculated based on the probability of vesting conditions being met and the fair
value of options granted. There were vesting conditions met this financial year.
(b) Overall performance rights movements
Details of performance rights issued, exercised and expired during the financial year are set out below:
MOVEMENTS
CALENDAR
YEAR
ISSUED
TRANCHE
VESTING DATE
EXPIRY DATE
PERFORMANCE
PERIOD1
1 JULY 2023
ISSUED
EXERCISED
EXPIRED/
FORFEITED2
30 JUNE 2024
2023
1
30 Sep 2026
Sep 2028
1 year
–
528,856
–
–
528,856
2023
2
30 Sep 2026
Sep 2028
2 years
–
528,856
–
–
528,856
2023
3
30 Sep 2026
Sep 2028
3 years
–
528,856
–
–
528,856
2022
1
30 Sep 2025
Sep 2027
1 year
640,408
–
–
(640,408)
–
2022
2
30 Sep 2025
Sep 2027
2 years
640,408
–
–
(69,784)
570,624
2022
3
30 Sep 2025
Sep 2027
3 years
640,408
–
–
(69,784)
570,624
2021
1
31 Aug 2022
Nov 2026
1 year
230,737
–
–
(27,918)
202,819
2021
2
31 Aug 2023
Nov 2026
2 years
230,737
–
–
(27,918)
202,819
2021
3
31 Aug 2024
Nov 2026
3 years
230,737
–
–
(27,918)
202,819
2021
1B
31 Aug 2022
Nov 2024
1 year
328,158
–
–
(328,158)
–
2021
2A
31 Aug 2023
Nov 2024
2 years
492,234
–
–
(492,234)
–
2020
1
31 Aug 2021
Nov 2025
1 year
164,075
–
–
(164,075)
–
2020
2
31 Aug 2022
Nov 2025
2 years
328,158
–
–
(328,158)
–
2020
3
31 Aug 2023
Nov 2025
3 years
328,158
–
–
(328,158)
–
4,254,218
1,586,568
– (2,504,513)
3,336,273
1
Represents the relevant period of time to which both the performance vesting condition is measured and the period of time the recipient must remain
employed with the Group.
2
Where performance rights 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 performance rights 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.
WAGNERS ANNUAL REPORT 2024
79
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
26 SHARE BASED PAYMENTS (CONTINUED)
(c) Performance rights granted vesting conditions and fair values
2023 ISSUED PERFORMANCE RIGHTS
1
VESTING DATES
30 September 2026
2
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 2024, must be equal to or exceed $1.20
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 2025, must be equal to or exceed $1.80
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 2026, must be equal to or exceed $2.70
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.
(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:
2023 ISSUED PERFORMANCE RIGHTS
INPUTS INTO PRICING MODEL
TRANCHE 1
TRANCHE 2
TRANCHE 3
Grant Date
28 November 2023
28 November 2023
28 November 2023
Exercise Price
$0.00
$0.00
$0.00
Vesting Conditions
Refer above
Refer above
Refer above
Share price at grant date
$0.88
$0.88
$0.88
Expiry date
30 November 2028
30 November 2028
30 November 2028
Life of the instruments
5 years
5 years
5 years
Underlying share price volatility
50%
50%
50%
Expected dividends
2.83%
2.83%
2.83%
Risk free interest rate
4.168%
4.168%
4.168%
Pricing model
Monte Carlo
Monte Carlo
Monte Carlo
WAGNERS ANNUAL REPORT 2024
80
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
26 SHARE BASED PAYMENTS (CONTINUED)
(c) Performance rights granted vesting conditions and fair values (continued)
2022 ISSUED PERFORMANCE RIGHTS
1
GRANT DATES
20 September 2022
2
VESTING DATE
30 September 2025
3
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.
4
EXPIRY DATE
5 years from the date the Performance rights were issued.
WAGNERS ANNUAL REPORT 2024
81
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
26 SHARE BASED PAYMENTS (CONTINUED)
(c) Performance rights granted vesting conditions and fair values (continued)
2021 ISSUED PERFORMANCE RIGHTS
1
GRANT DATE
26 November 2021
1
VESTING DATES
Tranche 1 — 31 August 2022
Tranche 2 — 31 August 2023
Tranche 3 and Remainder Performance rights — 31 August 2024
3
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.84C, BASED ON EARNINGS EXCLUDING THE EFC® INVESTMENT (OPERATING EPS)
TRANCHE 2 TARGET EPS – 6.38C OPERATING 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.
4
EXPIRY DATE
5 years from the date the Performance rights were issued.
WAGNERS ANNUAL REPORT 2024
82
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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
VESTING DATES
26 November 2021
2
VESTING DATES
Tranche 1 and Remainder Performance rights — 31 August 2022
3
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.
4
EXPIRY DATE
3 years from the date the Performance rights were issued.
WAGNERS ANNUAL REPORT 2024
83
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
26 SHARE BASED PAYMENTS (CONTINUED)
(c) Performance rights granted vesting conditions and fair values (continued)
2021 ISSUED PERFORMANCE RIGHTS — ADDITIONAL 2
1
GRANT DATE
26 November 2021
2
VESTING DATES
Tranche 1 — 31 August 2022
Tranche 2 and Remainder Performance rights — 31 August 2023
3
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.
4
EXPIRY DATE
4 years from the date the Performance rights were issued.
WAGNERS ANNUAL REPORT 2024
84
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
26 SHARE BASED PAYMENTS (CONTINUED)
(c) Performance rights granted vesting conditions and fair values (continued)
2020 ISSUED PERFORMANCE RIGHTS
1
VESTING DATES
Tranche 1 — 31 August 2021
Tranche 2 — 31 August 2022
Tranche 3 and Remainder Performance rights — 31 August 2023
2
VESTING CONDITIONS
OFFER EARNINGS PER SHARE (OFFER EPS) OF 4.9C
TRANCHE 2 TARGET EPS — 10% INCREASE ON OFFER EPS
TRANCHE 3 TARGET EPS — 10% INCREASE ON TRANCHE 2 TARGET EPS
TRANCHE 1
On the Tranche 1 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2021
(Tranche 1 EPS) is:
(a)
at least 5% (but less than 10%) higher than the Offer EPS, 50% of the Tranche 1 Performance
rights shall vest; or
(b)
at least 10% (but less than 15%) higher than the Offer EPS, 75% of the Tranche 1 Performance
rights shall vest; or
(c)
at least 15% higher than the Offer EPS, 100% of the Tranche 1 Performance rights shall vest.
TRANCHE 2
On the Tranche 2 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2022
(Tranche 2 EPS) is:
(a)
at least 5% (but less than 10%) higher than the Tranche 2 Target EPS, 50% of the Tranche
2 Performance rights shall Vest; or
(b)
at least 10% (but less than 15%) higher than the Tranche 2 Target EPS, 75% of the Tranche
2 Performance rights shall Vest; or
(c)
at least 15% higher than the Tranche 2 Target EPS, 100% of the Tranche 2 Performance rights
shall Vest.
TRANCHE 3
On the Tranche 3 Vesting Date, if the earnings per share (EPS) of the Company as at 30 June 2023
(Tranche 3 EPS) is:
(a)
at least 5% (but less than 10%) higher than Tranche 3 Target EPS, 50% of the Tranche
3 Performance rights shall Vest; or
(b)
at least 10% (but less than 15%) higher than the Tranche 3 Target EPS, 75% of the Tranche
3 Performance rights shall Vest; or
(c)
at least 15% higher than the Tranche 3 Target EPS, 100% of the Tranche 3 Performance rights
shall Vest.
ADDITIONAL VESTING TERMS
Any Tranche 1 or 2 Performance rights which did not vest on the Tranche 1 Vesting Date or Tranche
2 Vesting Date respectively (Remainder Performance rights) will vest on the Tranche 3 Vesting
Date if the Tranche 3 EPS is at least 20% higher than the Tranche 3 Target EPS.
3
EXPIRY DATE
5 years from the date the Performance rights were issued.
WAGNERS ANNUAL REPORT 2024
85
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
27 SUBSIDIARIES AND CONTROLLED ENTITIES
The consolidated financial statements include the financial statements of Wagners Holding Company Limited and the
following subsidiaries:
EQUITY HOLDING
NAME OF ENTITY
COUNTRY OF
INCORPORATION
30 JUNE 2024
%
30 JUNE 2023
%
Wagners Queensland Pty Ltd
Australia
100%
100%
Wagner Investments Pty Ltd
Australia
100%
100%
Wagners Flyash Pty Ltd
Australia
100%
100%
Wagners Australian Operations Pty Ltd
Australia
100%
100%
Wagners Concrete Pty Ltd
Australia
100%
100%
Wagners Quarries Pty Ltd
Australia
100%
100%
Wagners Transport Pty Ltd
Australia
100%
100%
Wagners Industrial Services Pty Ltd
Australia
100%
100%
Wagners Cement Pty Ltd
Australia
100%
100%
Wagners Charter Pty Ltd
Australia
100%
100%
Wagners International Operations Pty Ltd
Australia
100%
100%
Wagners Global Projects Sdn Bhd
Malaysia
100%
100%
Wagners Global Services (Malaysia) Sdn Bhd
Malaysia
100%
100%
Wagners Services Mozambique Limiteda
Mozambique
98.75%
98.75%
Wagners Global Ventures Sdn Bhd
Malaysia
100%
100%
Wagners Global Services Mongolia LLC
Mongolia
100%
100%
Wagners Concrete Mongolia LLC
Mongolia
100%
100%
Wagners Composites Malaysia Sdn Bhd
Malaysia
100%
100%
Wagners Composite Fibre Technologies Pty Ltd
Australia
100%
100%
Wagners CFT Manufacturing Pty Ltd
Australia
100%
100%
Wagners EFC Pty Ltd
Australia
100%
100%
Wagner USA Holding Company
United States
100%
100%
Wagners CFT LLC
United States
100%
100%
Wagners Manufacturing LLC
United States
100%
100%
Wagners Property Holdings LLC
United States
100%
100%
Wagners Holding NZ Limited
New Zealand
100%
100%
Wagners Holding Company UK Ltd
United Kingdom
100%
100%
EFC Green Concrete Technology UK Ltd
United Kingdom
100%
100%
East Coast Chemicals Pty Ltd
Australia
100%
100%
WAGNERS ANNUAL REPORT 2024
86
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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:
30 JUN 2024
$’000
30 JUN 2023
$’000
Within twelve months
49
641
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
30 JUN 2024
$
30 JUN 2023
$
AUDIT SERVICES
Audit and review of financial statements — BDO Audit Pty Ltd
248,077
254,770
Total audit services
248,077
254,770
NON-AUDIT SERVICES
Taxation services — BDO Services Pty Ltd
1,500
2,725
Total non-audit services
1,500
2,725
Total amount paid or payable to auditor
249,577
257,495
31 DEED OF CROSS GUARANTEE
Wagners Holding Company Limited, Wagners Australian Operations Pty Ltd, Wagners Cement Pty Ltd, Wagners CFT Manufacturing Pty
Ltd, Wagners Concrete Pty Ltd, Wagners Industrial Services Pty Ltd, Wagner Investments Pty Ltd, Wagners Quarries Pty Ltd, Wagners
Queensland Pty Ltd and Wagners Transport Pty Ltd are parties to a deed of cross guarantee under which each company guarantees
the debts of the others. By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a
financial report and directors’ report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
WAGNERS ANNUAL REPORT 2024
87
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
31 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 2024 of the closed group consisting of the Companies listed above.
30 JUN 2024
$’000
30 JUN 2023
$’000
Revenue from contracts with customers
474,738
464,170
Other income
3,368
1,166
Costs of goods sold
(221,262)
(219,870)
Employee benefits expense
(94,300)
(91,542)
Depreciation – right-of-use assets
(7,815)
(7,796)
Depreciation and amortisation expense - other
(18,867)
(19,947)
Finance costs – lease liabilities
(5,955)
(5,580)
Net finance cost – other
(6,775)
(5,690)
Fuel
(9,835)
(12,323)
Contract work and purchased services
(7,233)
(15,667)
Freight and postal
(1,480)
(3,151)
Legal and professional
(3,316)
(582)
Rent and hire
(9,398)
(11,931)
Repairs and maintenance
(44,378)
(40,880)
Travel and accommodation
(6,059)
(7,585)
Utilities
(4,892)
(5,873)
Impairment loss
(3,657)
–
Fair value adjustment on derivative instruments
(438)
(744)
Impairment of trade receivables – gain/(loss)
(567)
(47)
Other expenses
(3,019)
(5,371)
Profit before income tax
28,860
10,757
Income tax expense
(7,828)
(3,254)
Profit for the period
21,032
7,503
Other comprehensive income (net of tax)
Items that may be reclassified to profit or loss
None
–
–
Total comprehensive income for the period
21,032
7,503
Summary of movement in consolidated retained earnings
Retained earnings at the beginning of the financial year
74,633
67,130
Profit for the year
21,032
7,503
Transfer exercised performance rights balance to retained earnings
–
–
Retained earnings at the end of the financial year
95,665
74,633
WAGNERS ANNUAL REPORT 2024
88
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
31 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 2024 of the closed group consisting of the Companies as
previously mentioned.
30 JUN 2024
$’000
30 JUN 2023
$’000
CURRENT ASSETS
Cash and cash equivalents
16,823
10,215
Trade and other receivables
113,929
128,220
Inventories
33,824
39,244
Derivative instruments
650
1,257
Current tax assets
–
1,859
Other assets
2,226
1,425
Total Current Assets
167,452
182,220
NON-CURRENT ASSETS
Property, plant and equipment
133,325
137,342
Right-of-use assets
117,997
130,439
Intangible assets
2,045
2,164
Deferred tax assets
2,882
2,365
Total Non-current Assets
256,249
272,310
Total Assets
423,701
454,530
CURRENT LIABILITIES
Trade and other payables
53,079
66,094
Borrowings
7,067
23,026
Lease liabilities
9,827
10,409
Derivative instruments
2,475
2,643
Current tax liabilities
4,696
-
Provisions
10,014
9,940
Total Current Liabilities
87,158
112,112
NON-CURRENT LIABILITIES
Borrowings
59,212
81,712
Lease liabilities
126,714
133,712
Derivative instruments
–
–
Provisions
2,813
610
Total Non-current Liabilities
188,739
216,034
Total Liabilities
275,897
328,146
Net Assets
147,804
126,384
EQUITY
Issued capital
411,564
411,564
Pre IPO distributions to related entities
(360,448)
(360,448)
Reserves
1,023
635
Retained earnings
95,665
74,633
Total Equity
147,804
126,384
WAGNERS ANNUAL REPORT 2024
89
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
32 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
30 JUN 2024
$’000
30 JUN 2023
$’000
ASSETS
Current assets
197
42
Non-current assets
138,058
129,951
Total assets
138,225
129,993
LIABILITIES
Current liabilities
24,981
16,923
Non-current liabilities
8,824
10,854
Total liabilities
33,805
27,777
EQUITY
Issued capital
411,564
411,564
Distribution to related entities
(355,010)
(355,010)
Reserves
573
184
Retained earnings
47,323
45,479
Total equity
104,450
102,217
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Total profit for the financial year
1,845
(28)
Total comprehensive income for the financial year
1,845
(28)
(a) Contingent assets and liabilities
The parent entity does not have any contingent assets or liabilities as at 30 June 2024.
(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 $26 thousand of contractual commitments for the acquisition of property, plant or equipment (2023: $425
thousand).
33 EVENTS OCCURRING AFTER THE REPORTING PERIOD
To the Directors’ best knowledge, there has not arisen in the interval between 30 June 2024 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.
WAGNERS ANNUAL REPORT 2024
90
AS AT 30 JUNE 2024
CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
NAME OF ENTITY
TYPE OF ENTITY
TRUSTEE,
PARTNER OR
PARTICIPANT IN
JOINT VENTURE**
% OF SHARE
CAPITAL HELD
COUNTRY OF
INCORPORATION
AUSTRALIAN
RESIDENT OR
FOREIGN RESIDENT
(FOR TAX PURPOSES)
FOREIGN TAX
JURISDICTION(S)
OF FOREIGN
RESIDENTS
Wagners Holding Company Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Queensland Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagner Investments Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Flyash Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Australian
Operations Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Concrete Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Quarries Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Transport Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Industrial Services Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Cement Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Charter Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners International
Operations Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners Global Projects Sdn Bhd
Body corporate
N/A
100%
Malaysia
Foreign
Malaysia
Wagners Global Services
(Malaysia) Sdn Bhd
Body corporate
N/A
100%
Malaysia
Foreign
Malaysia
Wagners Services
Mozambique Limited
Body corporate
N/A
98.75%
Mozambique
Foreign
Mozambique
Wagners Global Ventures Sdn Bhd
Body corporate
N/A
100%
Malaysia
Foreign
Malaysia
Wagners Global Services
Mongolia LLC
Body corporate
N/A
100%
Mongolia
Foreign
Mongolia
Wagners Concrete Mongolia LLC
Body corporate
N/A
100%
Mongolia
Foreign
Mongolia
Wagners Composites
Malaysia Sdn Bhd
Body corporate
N/A
100%
Malaysia
Foreign
Malaysia
Wagners Composite Fibre
Technologies Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners CFT Manufacturing
Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagners EFC Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
Wagner USA Holding Company
Body corporate
N/A
100%
United States
Foreign
United States
Wagners CFT LLC
Body corporate
N/A
100%
United States
Foreign
United States
Wagners Manufacturing LLC
Body corporate
N/A
100%
United States
Foreign
United States
Wagners Property Holdings LLC
Body corporate
N/A
100%
United States
Foreign
United States
Wagners Holding NZ Limited
Body corporate
N/A
100%
New Zealand
Foreign
New Zealand
Wagners Holding Company
UK Ltd
Body corporate
100%
United Kingdom Foreign
United
Kingdom
EFC Green Concrete
Technology UK Ltd
Body corporate
N/A
100%
United Kingdom Foreign
United
Kingdom
East Coast Chemicals Pty Ltd
Body corporate
N/A
100%
Australia
Australia
Australia
WAGNERS ANNUAL REPORT 2024
91
Basis of Preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It includes
certain information for each entity that was part of the consolidated entity at the end of the financial year.
Determination of Tax Residency
Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997.
The determination of tax residency involves judgment as there are currently several different interpretations that could be adopted,
and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australia tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner’s
public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining tax
residency and ensure compliance with applicable foreign tax legislation.
Partnerships and Trusts
Australian tax law does not contain specific residency tests for partnerships and trusts. Generally, these entities are taxed on a flow-
through basis, so there is no need for a general residence test. Some provisions treat trusts as residents for certain purposes, but this
does not mean the trust itself is an entity that is subject to tax.
Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.
AS AT 30 JUNE 2024
CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
WAGNERS ANNUAL REPORT 2024
92
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 35 to 92, 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 2024 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 information disclosed in the attached consolidated entity disclosure statement is true and correct; and
(d)
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 2024.
MR DENIS WAGNER
Chairman
Dated at Toowoomba, Queensland
on 21 August 2024.
WAGNERS ANNUAL REPORT 2024
93
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
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.
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 2024, 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 material accounting policy information, the
consolidated entity disclosure statement 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 2024 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.
WAGNERS ANNUAL REPORT 2024
94
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.
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.
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 2024.
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, which completed
in the current year. 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, and reconciling
amounts recognised as revenue and contract assets
or liabilities; and
•
Assessing the adequacy of the Group's disclosures
within the financial statements.
WAGNERS ANNUAL REPORT 2024
95
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.
Impairment loss
Key audit matter
How the matter was addressed in our audit
A material impairment loss is included within the
Consolidated Statement of Profit or Loss and
Other Comprehensive Income for the year ended
30 June 2024.
As disclosed in note 4(e), this balance is made up
of the early termination of a lease and the
impairment of the EFC segment.
The assessment of impairment workings was
significant to our audit given the complex and
judgemental manner in which impairment
assessments are completed. Further, the total
impairment expense recognised was material,
and required significant auditor effort.
Our procedures included, but were not limited to:
•
Obtaining management’s impairment position paper
relating to the EFC segment;
•
Obtaining balance sheet data on the EFC segment at
date of impairment, reconciling the impairment expense
recognised;
•
Reconciling impairment expense recognised to the ASX
announcement made on 28 November 2023;
•
Obtaining management’s impairment position paper
relating to the early lease termination;
•
Obtaining the underlying lease schedule for this facility
from the Group’s leasing software;
•
Reconciling inputs, and the balance of right-of-use
assets and lease liabilities on termination date in order
to validate the impairment expense recognised; 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 in the Group’s annual report for the year ended 30 June 2024, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, 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.
WAGNERS ANNUAL REPORT 2024
96
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.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a) the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i)
the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error; and
ii)
the consolidated entity disclosure statement that is true and correct and is free of 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.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 19 to 30 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Wagners Holding Company Limited, for the year ended 30
June 2024, complies with section 300A of the Corporations Act 2001.
33
23
WAGNERS ANNUAL REPORT 2024
97
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.
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 2024
WAGNERS ANNUAL REPORT 2024
98
ADDITIONAL
INFORMATION
Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere
in this report is set out below.
The information is current as at 13 September 2024 unless stated otherwise.
DISTRIBUTION SCHEDULE
RANGE
TOTAL HOLDERS
UNITS
% OF ISSUED CAPITAL
1–1,000
1,009
532,968
0.28
1,001–5,000
1,483
3,993,173
2.13
5,001–10,000
587
4,411,048
2.35
10,001–100,000
731
20,433,721
10.89
100,001 and over
81
158,247,755
84.35
Rounding
0.00
Total
3,891
187,618,665
100.00
SHARES AND VOTING RIGHTS
All 187,618,665 shares in the Company are ordinary shares, held by 3,891 shareholders.
Voting rights for ordinary shares are:
`
On a show of hands, one vote for each shareholder
`
On a poll, one vote for each fully paid ordinary share.
Option holders have no rights until the options are exercised. There is no current on-market buy-back.
SUBSTANTIAL SHAREHOLDERS
The following information is extracted from the Company’s Register of Substantial Shareholders as at 31 August 2024
and as disclosed in substantial notices to the ASX and Company.
NAME
DATE OF LAST
NOTICE RECEIVED
NUMBER OF
ORDINARY SHARES
% OF ISSUED CAPITAL
Denis Wagner
15 December 2017
103,998,114
55%
John Wagner
15 December 2017
103,248,014
55%
Neill Wagner
15 December 2017
102,957,631
55%
Joe Wagner
15 December 2017
102,957,631
55%
Wagner Property Operations Pty Ltd
25 November 2019
14,201,056
7.6%
Paradice Investment Management Pty Ltd and David Paradice
18 November 2020
13,757,558
7.3%
UNMARKETABLE PARCELS
MINIMUM PARCEL SIZE
HOLDERS
UNITS
Minimum $ 500.00 parcel at $ 0.9000 per unit
556
553
152,648
WAGNERS ANNUAL REPORT 2024
99
ADDITIONAL
INFORMATION
TOP 20 SHAREHOLDERS
RANK
NAME
UNITS
% UNITS
1
DENIS PATRICK WAGNER
21,321,928
11.36
1
JOHN HENRY WAGNER
21,321,928
11.36
1
JOSEPH DOYLE WAGNER
21,321,928
11.36
1
NEILL THOMAS WAGNER
21,321,928
11.36
5
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
18,744,731
9.99
6
WAGNER PROPERTY OPERATIONS PTY LTD
14,201,056
7.57
7
CITICORP NOMINEES PTY LIMITED
9,243,536
4.93
8
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
3,372,255
1.80
9
ITA VERO PTY LTD
3,100,000
1.65
10
BRAZIL FARMING PTY LTD
1,597,623
0.85
11
NETWEALTH INVESTMENTS LIMITED
1,441,132
0.77
12
JOHN WAGNER INVESTMENTS PTY LTD
1,091,447
0.58
13
DWFT PTY LTD
1,040,483
0.55
14
ARCHERFIELD AIRPORT CORPORATION PTY LTD
998,337
0.53
15
NETWEALTH INVESTMENTS LIMITED
965,719
0.51
16
MR JOHN PATERSON
847,003
0.45
17
DENIS WAGNER INVESTMENTS PTY LTD
801,064
0.43
17
NEILL WAGNER INVESTMENTS PTY LTD
801,064
0.43
19
ACE PROPERTY HOLDINGS PTY LTD
800,000
0.43
20
MR KEVIN JOHN CAIRNS + MRS CATHERINE VALERIE CAIRNS
700,000
0.37
Total Top 20 holders of ORDINARY FULLY PAID SHARES
144,742,779
77.15
Total Remaining Holders Balance
42,875,886
22.85
UNQUOTED OPTIONS
There are 13 holders of 3,932,727 unvested unquoted options.
CORPORATE GOVERNANCE STATEMENT
The Company’s Corporate Governance Statement for the financial year ended 30 June 2024 is available to download and access from
investors.wagner.com.au/corporate-governance.
WAGNERS ANNUAL REPORT 2024
100
CORPORATE
DIRECTORY
DIRECTORS
Denis Wagner, Non-executive Chairman
Cameron Coleman, Managing Director
John Wagner, Non-executive Director
Lynda O’Grady, Non-executive Director
Ross Walker, Non-executive Director
COMPANY SECRETARY
Karen Brown
REGISTERED OFFICE
Level 10, 12 Creek Street,
Brisbane QLD 4000
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
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