WasteCo Group announces half year results
Results announcement
Results for announcement to the market
Name of issuer WasteCo Group Limited
Reporting Period 6 months to 30 September 2023
Previous Reporting Period 6 months to 30 September 2022
Currency NZD (New Zealand Dollars)
Amount (000s) Percentage change
Revenue from continuing
operations
$20,778 N / A
Total Revenue
$20,778
N / A
Net profit/(loss) from
continuing operations
$(1,097)
N / A
Total net profit/(loss)
$(1,097)
N / A
Interim/Final Dividend
Amount per Quoted Equity
Security
The Company does not propose to pay a dividend at this time.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.0127 $0.0142 as at 31 March 2023
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer to the market release and unaudited financial statements
for the 6 months to 30 September 2023 that accompany this
announcement.
Authority for this announcement
Name of person
authorised
to make this announcement
Shane Edmond
Contact person for this
announcement
Shane Edmond
Contact phone number 021 995 519
Contact email address shane@wasteco.co.nz
Date of release through MAP
29 November 2023
Unaudited financial statements accompany this announcement.
---
WasteCo Group Limited
Unaudited Condensed Interim
Consolidated Financial Statements
For the six months ended 30 September 2023
1
Table of Contents
Page
Consolidated Statement of Profit or Loss and Other Comprehensive Income 2
Consolidated Statement of Changes in Equity 3
Consolidated Statement of Financial Position 4
Consolidated Statement of Cash Flows 5
Condensed Notes to the Consolidated Financial Statements 6
Company Directory 21
WasteCo Group Limited
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
For the six months ended 30 September 2023
These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.
2
6 mths ended6 mths ended
Note30 Sept 202330 Sept 2022
(unaudited)(unaudited)
NZ$000NZ$000
Revenue320,77817,101
Other income42657
Gain on business acquisition141,691-
Expenses
Employee benefits expenses5.1(10,169)(6,638)
Collection, recycling and waste disposal expenses(4,448)(3,458)
Fleet operating expenses(2,422)(789)
Depreciation and amortisation expenses5(2,648)(1,831)
Property expenses(265)(202)
Other expenses5(3,442)(2,602)
(Loss)/profit from operations(899)1,638
Finance costs5.2(1,276)(931)
Reverse listing expenses-(101)
(Loss)/profit before income tax(2,175)606
Income tax benefit/(expense)1,078(190)
(Loss)/profit for the period
(1,097)416
Other comprehensive income
Other comprehensive income for the period--
Total comprehensive loss for the period
(1,097)416
Earnings/(loss) per share
Basic and diluted loss per share (NZ$)7(0.0015)0.0008
WasteCo Group Limited
Consolidated Statement of Changes in Equity
For the six months ended 30 September 2023
These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.
3
Note
Share
capital
Convertible
notes
reserve
Share based
payments
reserve
Retained
earnings
Total equity
NZ$000NZ$000NZ$000NZ$000NZ$000
Balance at 1 April 2022 (audited)64138-1,6042,283
Profit for the period---416416
Total comprehensive profit---416416
Transactions with owners in their capacity as owners
Equity component recognised in convertible notes
reserve
-50--50
Balance at 30 September 2022 (unaudited)64188-2,0202,749
Balance at 1 April 2023 (audited)9,871-304(316)9,859
Loss for the period---(1,097)(1,097)
Total comprehensive loss---(1,097)(1,097)
Transactions with owners in their capacity as owners
Shares issued during the period129,512---9,512
Less: share issue costs12(511)---(511)
Share options issued13--161-161
Share options forfeited13--(90)-(90)
Share options exercised12,1340-(15)-25
Balance at 30 September 2023 (unaudited)18,912-360(1,413)17,859
WasteCo Group Limited
Consolidated Statement of Financial Position
For the six months ended 30 September 2023
These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.
4
T
hese consolidated financial statements were approved by the Board on 29 November 2023.
Signed on behalf of the Board by:
S
hane Edmond Roger Gower
Director Director
30 Sep 202331 Mar 2023
Note(unaudited)(audited)
NZ$000NZ$000
ASSETS
Current assets
Cash and cash equivalents2,506873
Trade receivables and other current assets6,3755,038
Income tax receivable-100
Inventories225230
Total current assets9,1066,241
Non-current assets
Property, plant and equipment842,67930,853
Right-of-use assets9.19,5895,863
Intangible assets106,272157
Deferred tax assets992-
Total non-current assets59,53236,873
Total assets68,63843,114
LIABILITIES
Current liabilities
Trade and other payables6,4655,203
Lease liabilities9.21,052711
Borrowings115,9955,657
Payable for acquisition of business148,310115
Income tax payable25-
Total current liabilities21,84711,686
Non-current liabilities
Deferred tax liabilities-86
Lease liabilities9.29,4515,964
Borrowings1119,48115,519
Total non-current liabilities28,93221,569
Total liabilities50,77933,255
Net assets
17,8599,859
EQUITY
Share capital1218,9129,871
Share based payments reserve360304
Retained earnings(1,413)(316)
Total equity
17,8599,859
WasteCo Group Limited
Consolidated Statement of Cash Flows
For the six months ended 30 September 2023
These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.
5
6 mths ended6 mths ended
30 Sep 202330 Sep 2022
Note(unaudited)(unaudited)
NZ$000NZ$000
Cash flows from operating activities
Receipts from customers
19,70416,098
Government grants received
-100
Payments to suppliers and employees
(20,079)(13,882)
Income tax paid
126(41)
Net cash (used in)/from operating activities
15
(249)2,275
Cash flows from investing activities
Payments for property, plant and equipment
(2,211)(3,221)
Acquisition of businesses
(5,148)(3,563)
Payments for intangible assets
(3)-
Net cash used in investing activities
(7,362)(6,784)
Cash flows from financing activities
Proceeds from issue of share capital
6,836-
Proceeds from borrowings
7,2448,726
Principal repayment of borrowings
(2,944)(2,560)
Interest paid on borrowings
(918)(682)
Principal repayment of lease liabilities
(616)(339)
Interest paid on lease liabilities
(358)(199)
Net cash from financing activities
9,2444,946
Net increase in cash and cash equivalents1,633437
Cash and cash equivalents at the beginning of the period873698
Cash and cash equivalents at the end of the period
2,5061,135
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
6
1. General information
WasteCo Group Limited (‘WasteCo’ or ‘the Company’) and its subsidiaries (together ‘the Group’) are
limited liability companies, incorporated under the Companies Act 1993 and domiciled in New Zealand.
WasteCo is an FMC reporting entity under the Financial Markets Conduct Act 2013. The Company is
listed on the NZX Main Board.
The Group was formed by a reverse acquisition on 5 December 2022 of all of the shares in WasteCo
Holdings NZ Limited (‘WasteCo Holdings’) by the Company (previously Goodwood Capital Limited).
The Group provides solutions in the collection of waste and recycling, sweeping services and industrial
cleaning services.
The address of the Company’s registered office is 421 Blenheim Road, Christchurch.
2. Basis of preparation
These unaudited condensed interim consolidated financial statements for the Group for the 6 months
ended 30 September 2023 have been prepared in accordance with New Zealand Generally Accepted
Accounting Practice (‘NZ GAAP’), with New Zealand Equivalent to International Accounting Standard 34:
Interim Financial Reporting (‘NZ IAS 34’), with International Accounting Standard 34: Interim Financial
Reporting (‘IAS 34’), and with the requirements on the NZX Listing Rules.
The condensed interim consolidated financial statements do not include all of the notes of the type
normally included in an annual financial report. Accordingly, this report should be read in conjunction
with the financial statements included in the annual report for the year ended 31 March 2023 which
have been prepared in accordance with New Zealand equivalents to International Financial Reporting
Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).
The condensed interim consolidated financial statements are presented in New Zealand dollars which is
the Company’s functional and presentation currency, rounded to the nearest thousand dollars.
This is the first time the Group has reported interim results for the 6 months to 30 September following
the reverse acquisition on 5 December 2022. As a result, this is also the first time the Group has reported
the financial results for the 6 months to 30 September 2022 as shown in the comparatives. The
comparative information shown within these condensed interim consolidated financial statements is
that of WasteCo Holdings, the primary subsidiary, for the period 1 April 2022 to 30 September 2022 as
WasteCo Holdings was determined to be the accounting acquirer in the reverse acquisition on
5 December 2022.
The condensed interim consolidated financial statements, including the financial results for the 6 months
to 30 September 2023 and 2022, are unaudited. The comparative information as at 31 March 2023 is
audited.
2.1 Basis of preparation
The condensed interim consolidated financial statements have been prepared on a historical cost basis.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and
services.
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
7
2.2 Going concern
The Directors have, at the time of approving the condensed interim consolidated financial statements, a
reasonable expectation that the Group has adequate resources to continue in operational existence for
the foreseeable future. They have therefore continued to adopt the going concern basis of accounting in
preparing the condensed interim consolidated financial statements.
2.3 Changes in Significant Accounting Policies
There have been no changes in the accounting policies and methods of computation used in preparing
the condensed interim consolidated financial statements compared to those used in preparing the
audited consolidated financial statements for the 12 months ended 31 March 2023. For details of the
accounting policies for the 12 months ended 31 March 2023 please refer to the 2023 Annual Report.
3.Revenue
The details above disaggregate the Group's revenue from contracts with customers into primary markets
and major service lines. All revenue is generated in New Zealand.
4.Other income
6 mths ended 6 mths ended
30 Sept 202330 Sept 2022
(unaudited)(unaudited)
NZ$000NZ$000
Revenue from waste collection, recycling and disposal services 10,05710,226
Revenue from sweeping services5,4613,560
Revenue from industrial cleaning services 5,2603,315
Total revenue from contracts with customers20,77817,101
6 mths ended 6 mths ended
30 Sept 202330 Sept 2022
(unaudited)(unaudited)
NZ$000NZ$000
Covid-19 wage subsidy149
Interest income25-
Outsourced labour income-8
2657
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
8
5. Expenses
The profit or loss for the year includes the following expenses:
5.1 Employee benefit expenses
5.2 Finance costs
6. Segment information
The Group provides solutions in the collection of waste and recycling, sweeping services and industrial
cleaning services. All of these collection and disposal services are provided in New Zealand.
The Group has identified its operating segments based on the internal reports reviewed and used by the
Chief Operating Decision Maker (‘CODM’), being the Board of Directors, in assessing the Group’s
performance and in determining the allocation of resources.
The Group has provided only a measure of profit and loss for each reportable segment as the CODM is
not provided with total assets and liabilities for each segment when assessing the Group’s performance
and allocating resources.
30 Sept 202330 Sept 2022
(unaudited)(unaudited)
NZ$000NZ$000
Expenses relating to short term leases(87)(74)
Net foreign currency gains/(losses)(1)-
Depreciation and amortisation expenses
Depreciation of property, plant and equipment (note 8)(1,923)(1,435)
Depreciation of right of use assets (note 9.1)(720)(393)
Amortisation of intangible assets (note 10)(5)(3)
(2,648)(1,831)
6 mths ended 6 mths ended
30 Sept 202330 Sept 2022
(unaudited)(unaudited)
NZ$000NZ$000
Salary and wages(9,857)(6,473)
Employer Kiwisaver contributions(256)(165)
Share based payments(56)-
(10,169)(6,638)
6 mths ended 6 mths ended
30 Sept 202330 Sept 2022
(unaudited)(unaudited)
NZ$000NZ$000
Interest on asset finance borrowings(903)(576)
Interest on lease liabilities(358)(199)
Interest on convertible notes-(119)
Interest on shareholder loans-(23)
Interest charged by suppliers(15)(14)
(1,276)(931)
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
9
6.1 Seasonal and cyclical influences
There are no seasonal or cyclical influences on these interim results. The business acquisitions in the first
6 months of the financial year (refer note 14) are expected to add to the trading results over the second
half of the financial year.
WasteSweepingIndustrialCorporate / To
tal
collectionservicescleaningunallocated
NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue10,0575,4615,260-20,778
Operating EBITDA2,5252,5711,769(5,141)1,724
Depreciation and amortisation(996)(427)(741)(484)(2,648)
Finance income---2525
Finance costs---(1,276)(1,276)
Net profit/(loss) before taxation1,5292,1441,028(6,876)(2,175)
Income tax benefit---1,0781,078
Net profit/(loss) for the period1,5292,1441,028(5,798)(1,097)
For the 6 months to 30 September 2023
WasteSweepingIndustrialCorporate / Total
collectionservicescleaningunallocated
NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue10,2263,5603,315-17,101
Operating EBITDA3,4851,8101,661(3,487)3,469
Depreciation and amortisation(811)(237)(373)(410)(1,831)
Finance costs---(931)(931)
Reverse listing expenses---(101)(101)
Net profit/(loss) before taxation2,6741,5731,288(4,929)606
Income tax benefit---(190)(190)
Net profit/(loss) for the period2,6741,5731,288(5,119)416
For the 6 months to 30 September 2022
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
10
7. Earnings/(loss) per share
The loss and weighted average number of ordinary shares used in the calculation of earnings per share
are as follows:
The 19.8 million share options on issue at the reporting date were not considered to be dilutive due to
the Group’s net loss for the period (2022: none).
During the period from March 2022 to November 2022 the Group issued $4 million in mandatory
convertible notes. The convertible notes on issue at 30 September 2022 were not considered to be
dilutive at that date as their share price for conversion of $0.05 was higher than the average market
price of the Company’s shares during the period from their issue to the reporting date.
8. Property, plant and equipment
6 mths ended6 mths ended
30 Sept 202330 Sept 2022
(unaudited)(unaudited)
Basic and diluted earnings/(loss) per share (NZ$)(0.0015)0.0008
(1,097)416
756,387504,000
Weighted average number of ordinary shares used in the calculation of
basic and basic loss per share ('000)
Loss from continuing operations (NZ$000)
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Cost:
At 1 April 202213,041 15,731 253 110 - 29,135
Additions
2,006 1,149 38 27 - 3,220
At 30 September 2022
15,047 16,880 291 137 - 32,355
Additions
2,372 2,827 70 40 - 5,309
Business acquisitions
- 1,000 - - - 1,000
At 31 March 202317,419 20,707 361 177 - 38,664
Additions
550 1,543 157 139 295 2,684
Business acquisitions (note 14)
785 10,762 12 - - 11,559
Disposals
(250) (277) - - - (527)
At 30 September 202318,50432,73553031629552,380
Vehicles
Office
equipment
Plant and
equipment
Total
Leasehold
improvements
Assets under
construction
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
11
9. Leases
The Group leases vehicles, and premises for waste sorting, vehicle storage and administration.
9.1 Right-of-use asset
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Accumulated depreciation:
At 1 April 2022(1,925) (2,542) (118) (18) -
(4,603)
Depreciation expense
(806) (592) (28) (9) -
(1,435)
At 30 September 2022(2,731) (3,134) (146) (27) - (6,038)
Depreciation expense(817) (871) (71) (14) - (1,773)
At 31 March 2023(3,548) (4,005) (217) (41) - (7,811)
Depreciation expense(864) (985) (59) (15) - (1,923)
Disposals28 5 - - - 33
At 30 September 2023(4,384)(4,985)(276)(56)-(9,701)
Assets under
construction
Total
Plant and
equipment
Vehicles
Office
equipment
Leasehold
improvements
Carrying amount:
At 30 September 202314,120 27,750 254 260 295 42,679
At 31 March 202313,871 16,
702 144 136 - 30,853
At 30 September 202212,316 13,746 145 110 - 26,317
At 1 April 202211,116 13,189 135 92 - 24,532
VehiclesPremisesTotal
NZ$000NZ$000NZ$000
Cost:
At 1 April 2022518 5,909 6,427
Additions
809 - 809
Lease modifications
- 106 106
At 30 September 20221,327 6,015 7,342
Additions
200 179 379
Lease modifications
- 108 108
At 31 March 20231,527 6,302 7,829
Additions
1,363 1,376 2,739
Lease modifications
(13) 73 60
Business acquisition (note 14)
- 1,647 1,647
At 30 September 20232,877 9,398 12,275
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
12
9.2 Lease liabilities
VehiclesPremisesTotal
NZ$000NZ$000NZ$000
Accumulated depreciation:
At 1 April 2022(136) (992) (1,128)
Depreciation expense
(154) (239)
(393)
At 30 September 2022
(290) (1,231) (1,521)
Depreciation expense
(194) (251)
(445)
At 31 March 2023
(484) (1,482) (1,966)
Depreciation expense
(336) (384)
(720)
At 30 September 2023(820) (1,866) (2,686)
Carrying amount:
At 30 September 20232,057 7,532 9,589
At 31 March 20231,043 4,820 5,863
At 30 September 20221,037 4,784 5,821
At 1 April 2022382 4,917 5,299
30 Sep 202331 Mar 2023
(unaudited)(audited)
NZ$000NZ$000
Maturity analysis - contractual undiscounted cash flows
U
p to one year1,9091,123
One to two years1,656993
Two to five years4,8352,942
More than five years6,3003,732
Total undiscounted lease liabilities at reporting date14,7008,790
Less: future finance charges(4,197)(2,115)
Total discounted lease liabilities at reporting date10,5036,675
Lease liabilities included in the Consolidated Statement of Financial Position at reporting date
Current1,052711
N
on-current9,4515,964
10,5036,675
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
13
10. Intangible assets
The goodwill relates to expected synergies, and the capability and expertise developed within the
acquired businesses.
Goodwill Customer
Contracts
Computer
software
Total
NZ$000NZ$000NZ$000NZ$000
Cost:
At 1 April 2022137 - 77 214
Additions
- - 1 1
At 30 September 2022137 - 78 215
Additions
- - 18 18
At 31 March 2023137 - 96 233
Additions
- - 3 3
Business acquisition (note 14)
1,276 4,841 - 6,117
At 30 September 20231,413 4,841 99 6,353
Accumulated amortisation:
At 1 April 2022- -
(67) (67)
Amortisation expense- - (3) (3)
At 30 September 2022- - (70) (70)
Amortisation expense- - (6) (6)
At 31 March 2023- - (76) (76)
Amortisation expense- - (5) (5)
At 30 September 2023- - (81) (81)
Carrying amount:
At 30 September 20231,413 4,841 18 6,272
At 31 March 2023137 - 20 157
At 30 September 2022137 - 8 145
At 1 April 2022- - 10 10
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
14
11. Borrowings
11.1 Asset finance
Borrowings included in the Consolidated Statement of Financial Position at the reporting date:
The weighted average interest rates on asset finance loans during the period was 7.288% (6 months to
30 September 2022: 6.0
%).
All borrowings are denominated in NZD.
12. Share Capital
On 1 June 2023 the Company issued 31,850,353 fully paid ordinary shares issued at $0.06923 per share
with a total value of $2.205 million, as part consideration for the Cleanways acquisition (refer note 14).
NZ$000
At 1 April 2022 (audited)15,578
Proceeds from asset finance10,953
Repayment of loans(5,355)
At 31 March 2023 (audited)21,176
Proceeds from asset finance7,244
Repayment of loans(2,944)
At 30 September 2023 (unaudited)25,476
30 Sep 202331 Mar 2023
(unaudited)(audited)
NZ$000NZ$000
Cur
rent5,9955,657
Non-current19,48115,519
25,47621,176
Value of
shares
No of shares
NZ$000'000
At 1 April 2022 (audited)641 33,
410
2.5 for 1 share consolidation- (20,046)
At 30 September 2022 (unaudited)641 13,364
Ordinary shares issued pre reverse acquisition- 10,636
Shares issued on reverse acquisition1,153 504,000
Shares issued for convertible notes4,077 80,000
Shares issued during the year4,000 80,000
At 31 March 2023 (audited)9,871 688,000
Shares issued during the period9,512 144,488
Less: capital raise costs(511) -
Shares issued on exercising share options (note 13)40 500
At 30 September 2023 (unaudited)18,912 832,988
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
15
On 15 June 2023 the Company issued 66,484,000 fully paid ordinary shares at $0.065 per share under a
private placement to certain wholesale investors.
On 26 June 2023 the Company issued 500,000 fully paid ordinary shares at an exercise price of $0.05 per
share following the exercise of 500,000 share options under the Company’s share option plan.
On 30 August 2023 the Company issued 38,461,490 fully paid ordinary shares at $0.065 per share under
a share purchase plan. On the same day, a further 7,692,307 fully paid ordinary shares were issued at
$0.065 per share under a private placement.
All ordinary shares on issue are fully paid, have equal voting rights, and share equally in dividends and
any surplus on winding up.
13. Share options
The Company has a share option scheme for non-executive directors and selected employees of the
Company and its subsidiaries to purchase ordinary shares in the Company.
Each share options converts into one ordinary share of the Company on exercise. No amounts are paid or
payable by the recipient on receipt of the option. The options carry no rights to dividends and no voting
rights. Options may be exercised at any time from the date of vesting to the date of their expiry.
On 3 May 2023 the Company issued a further 6,000,000 options to certain employees and non-executive
directors at an exercise price of $0.05 payable on exercise of the underlying option.
The options vest in 3 equal tranches: one third on the grant date, one third on the first anniversary of the
grant date and the final third on second anniversary of the grant date. Each tranche can be exercised at
any time within 3 years from the vesting date.
13.1 Fair value of share options granted in the period
The fair values of the share options granted during the period are:
Options were valued using the Black-Scholes option pricing model. The key inputs used in valuing the
options are detailed in the table below.
Balance as at 1 April
21,300,000$0.05--
Granted during the period6,000,000$0.05--
Forfeited during the period(7,000,000)$0.05--
Exercised during the period(500,000)$0.05--
Balance as at 30 September 19,800,000$0.05--
Exercisable (vested) at 30 September 6,600,000$0.05--
30 September 2023
30 September 2022
Number of
Options
Weighted
average
exercise price
Number of
Options
Weighted
average
exercise price
Vesting
date
Fair value
per option
$
Tranche 13 May 230.0285
Tranche 23 May 240.031
Tranche 33 May 250.0331
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
16
The expected volatility in the measurement of fair value at grant date has been based on the volatility of
the Company’s share price from 5 December 2022 up to 17 May 2023 and for overseas comparable
companies, as a proxy of the Company’s future volatility.
The Black-Scholes formula assumes that the options being valued can be sold on a secondary market.
The terms of the options forbid their trading. Accordingly, a 20% discount to the values derived from the
Black-Scholes formula was applied to reflect the restrictive terms.
14. Business acquisitions
Options granted
Grant date3 M
ay 23
Options granted6,000,000
Grant date one month VWAP$0.068
Exercise price$0.05
Expected volatility0.4-0.5
Option life (from vesting date)36 months
Dividend yield0%
Average risk free interest rate5.00%
Nature of business acquired
Waste
collection
Industrial
services
Acquisition date30 Sept 20231 June 2023
NZ$000NZ$000NZ$000
Net assets / (liabilities) acquired:
Prepayments- 7 7
Property, plant and equipment
5,425 6,113 11,538
Right-of-use assets- 1,647 1,647
Customer contracts asset4,841 - 4,841
Employee liabilities(105) (158) (263)
Deferred Revenue(160) - (160)
Lease liabilities- (1,647) (1,647)
Net assets acquired10,001 5,962 15,963
Goodwill
- 1,276 1,276
Gain on acquisition
(1,691) - (1,691)
Total consideration
8,310 7,238 15,548
Satisfied by:
Cash
8,310 5,033 13,343
Issue of ordinary shares
- 2,205 2,205
Total consideration transferred
8,310 7,238 15,548
TotalBond
Contracts
Cleanways
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
17
The $8.31 million cash payable at 30 September 2023 for the acquisition of the Bond Contracts business
is disclosed as a payable for acquisition of business in the Consolidated Statement of Financial Position.
This payable was settled on 2 October 2023. The cash paid for the acquisition was funded by the capital
raised from the shares issued on 30 August 2023 under the share purchase plan and the private
placement (refer note 12), and additional asset finance.
The $115,000 payable at 31 March 2023 related to the 1 March 2023 acquisition of the Central Suction
Cleaners business.
The consolidated financial statements for the year ended 31 March 2023 noted that the initial
accounting for the acquisition of the Central Suction Cleaners business had only been provisionally
determined. The acquisition accounting for this business is still provisional and is expected to be finalised
by the year end reporting date and this may impact the fair value of net assets acquired. Potentially of
most impact is the recognition of identifiable intangible assets.
14.1 Acquisition of Cleanways business
On 1 June 2023 WasteCo NZ Limited purchased the combined assets and businesses of Cleanways (2003)
Limited (‘Cleanways’), Enviro South (2015) Limited (‘Enviro South’) and Wastech Services (Central Otago)
Limited (‘Wastech Services’), all of which were under common ownership.
The Cleanways and Enviro South businesses are based in Invercargill and specialise in the removal of bulk
liquid waste, providing a range of services across Southland. Wastech Services is based in Cromwell and
specialises in the removal of bulk liquid and solid waste, providing services throughout the Central Otago
region.
The acquisition supported WasteCo to expand its services in Southland and Otago.
The total purchase price for the acquisition was $7.238 million (after adjustments to the contracted
purchase price of $7.35 million). $2.205 million of the purchase price was satisfied by the issue to the
vendors of 31,850,353 fully paid ordinary shares in the Company, with the $5.033 million balance of the
purchase price paid in cash.
The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed
are as set out in the table above.
The fair value of the 31,850,353 ordinary shares issued at $0.06923 per share as part of the
consideration paid was determined on the basis of the agreement between the parties. The issue price of
$0.06923 per share is in line with the 5 trading day volume-weighted average price (VWAP) of WasteCo
shares prior to the announcement of the acquisition.
The initial accounting for the acquisition has only been provisionally determined at the date of approval
of these condensed interim consolidated financial statements. The acquisition accounting is expected to
be finalised by the next reporting date and this may impact the fair value of net assets acquired.
Potentially of most impact is the recognition of identifiable intangible assets and goodwill.
The provisional goodwill of $1.276 million arising from the acquisition consists of recurring revenue
streams and relationships, which at this time have not been fair valued and separately identified. The
goodwill also relates to expected synergies, and the capability and expertise developed within the
acquired business.
The cash paid for the acquisition was funded by additional asset finance.
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
18
14.2 Acquisition of Bond Contracts business
On 30 September 2023 WasteCo NZ Limited acquired the Southland waste collection business of Bond
Contracts Limited. Settlement was completed on 2 October 2023.
The business acquired provides waste collection services and operates transfer stations in Southland
under a contract with the Invercargill City Council, Southland District Council and Gore District Council
(together referred to as the 'WasteNet' Councils). This contract runs until 30 June 2027.
The acquisition expanded the Group’s footprint in the South Island as a leading waste management
company in the region.
The total purchase price for the acquisition was $8.31 million (after apportionments and adjustments to
the contracted purchase price of $8.775 million).
The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed
are as set out in the table above. The net assets acquired of $10.001 million result in a gain on acquisition
of $1.691 million compared to the consideration paid of $8.31 million.
The initial accounting for the acquisition has only been provisionally determined at the date of approval
of these condensed interim consolidated financial statements. The acquisition accounting is expected to
be finalised by the next reporting date and this may impact the fair value of net assets acquired.
Customer contracts asset
The $4.841 million value attributed to the customer contracts asset has been determined by an
independent valuation. The business holds the contracts for municipal waste collection and processing
for Invercargill City Council, Southland District Council and Gore District Council under a contract with
those councils (‘Wastenet Contract’).
The Wastenet Contract covers the collection and processing of both household solid waste and recycling
waste; with income being derived at a fixed rate per household served. Due to the nature of the
Wastenet Contract and the purpose of the service, there is expected to be little risk of a change to the
revenue from the contract.
The Wastenet Contract has a fixed lifetime with maturity being in June 2027. Beyond this WasteCo will
be required to tender for any renewal. Due to a level of uncertainty, the value of the renewal was not
considered when determining the values of the customer contracts asset.
The value of the customer contracts asset is determined by first assessing the enterprise value of the
acquired business. The enterprise value is first allocated to the tangible assets of the business (plant and
equipment and stock). Any residual value is likely to be attributed to the Wastenet contract given it
accounts for approximately 95% of the Bond Contracts business revenue streams.
The Discounted Cashflows model (“DCF”) has been used to obtain an enterprise value. This value
encapsulates the future cashflows along with the asset base required to achieve the cashflows.
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
19
15. Reconciliation of profit or loss after taxation with cash flow from operating
activities
16. Related parties
16.1 Directors
The directors of the Company are Shane Edmond, Carl Storm, James Redmayne, Roger Gower and Angus
Cooper.
16.2 Key management personnel compensation
Key management personnel are the Directors, the Chief Executive Officer and members of the executive
leadership team.
Key management personnel compensation is set out below.
6 mths ended6 mths ended
30 Sep 202330 Sep 2022
(unaudited)(unaudited)
NZ$000NZ$000
Net (loss)/profit after taxation(1,097)416
Adjustments for:
Depreciation on property, plant and equipment1,9231,439
Depreciation on right of use assets720400
Amortisation of intangible assets53
Share based payments56-
Income tax (benefit)/expense(1,078)190
Interest paid on borrowings918732
Interest paid on lease liabilities358199
Gain on business acquisition(1,691)-
Movements in working capital
(Increase) / decrease in trade and other receivables(1,342)(1,419)
Increase / (decrease) in trade payables and other liabilities1,264356
(Increase) / decrease in inventory5-
Increase / (decrease) in tax liabilities126(41)
Movement in working capital on business acquisition(416)-
Net cash (used in)/from operating activities
(249)2,275
6 mths ended6 mths ended
30 Sept 202330 Sept 2022
(unaudited)(unaudited)
NZ$000NZ$000
Short term benefits - WasteCo directors4856
Share based payments - WasteCo directors25-
Short-term benefits - key management employees219321
Share based payments - key management employees40-
33
2377
WasteCo Group Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2023
20
16.3 Shareholder loans
During the year ended 31 March 2022 the Group received $173,298 of loans from James and Samantha
Redmayne. The outstanding balance was fully repaid during the 2023 reporting period. Interest of
$20,361 accrued on this balance during the 6 months to 30 September 2022.
16.4 Bastre Properties NZ Limited
Bastre Properties NZ Limited (‘Bastre Properties ‘) owns premises that are leased by the Group. The
initial term of the lease is five years from November 2020 and the Group hold rights of renewal for two
further five-year terms. $62,920 was paid in rent to Bastre Properties in the reporting period ended 30
September 2023 (6 months to 30 September 2022: $56,815). As at 30 September 2023 the Group
recognised $1,023,372 of lease liabilities due to Bastre Properties (31 March 2023: $1,051,968).
44% of the share capital of Bastre Properties is owned by the Storm Commercial Trust, of which Carl and
Dawn Storm are trustees and 44% by the James & Sam Family Trust, of which James and Samantha
Redmayne are trustees.
On 28 November 2020 the Group sold Bastre Properties, which was a wholly owned subsidiary, to
entities associated with Carl Storm, James Redmayne and others for $6,000. This balance was included in
receivables at 31 March 2022.
16.5 Other transactions with related parties
Carl Storm’s wife, Dawn Storm, received total remuneration of $35,000 as an employee of the Group in
the 6 months to 30 September 2023 (6 months to 30 September 2022: $29,000).
James Redmayne’s wife, Samantha Redmayne, received remuneration of $53,894 as an employee of the
Group in the 6 months to 30 September 2023 (6 months to 30 September 2022: $44,000).
During the 6 months to 30 September 2022 the Group paid $5,000 sponsorship to Carl Storm’s motor
racing team.
17. Contingent liabilities
There are no contingent liabilities as at 30 September 2023 (31 March 2023: nil).
18. Commitments
There were no commitments for future capital expenditure as at 30 September 2023 (31 March 2023:
$131,000).
19. Events subsequent to reporting date
On 6 November 2023 the Company raised $1 million from a share placement of fully paid ordinary shares
to a wholesale investor in New Zealand. The wholesale investor subscribed for new shares in the
Company at a subscription price of 6.5 cents per share. The funds raised from the share placement will
be used to support the growth of the Company's existing businesses and to assist with future growth
opportunities.
WasteCo Group Limited
Company Directory
21
COMPANY NUMBER
3202682
INCORPORATED
24 November 2010
REGISTERED OFFICE
421 Blenheim Road
Upper Riccarton
Christchurch 8041
WEBSITE
www.wasteco.co.nz
SHARE REGISTER
Link Market Services Limited
PO Box 91976
Auckland 1142
Phone: 09 375 5999
AUDITOR
Baker Tilly Staples Rodway Auckland
Tower Centre, 45 Queen Street
Auckland 1010
SOLICITORS
Anderson Lloyd
70 Gloucester Street
Christchurch 8013
BANKERS
Kiwibank Limited
Christchurch
BOARD OF DIRECTORS
Shane Edmond
Angus Cooper
Roger Gower
Carl Storm
James Redmayne
---
WasteCo Group announces half year results for the six months ended 30
September 2023
WasteCo Group Limited (NZX: WCO) (WasteCo or the Group) today announces its
results for the six months ended 30 September 2023 (HY24).
Revenue is up 22% to $20.8million compared to the same period last year (HY23).
Other income and business acquisition gains of $1.7million (an increase of $1.7
million on HY23) helped bring total income and revenue to $22.5million (HY23:
$17.2million).
This strong revenue growth contributed to EBITDA of $1.8million for the period.
However the Group recorded a net loss for the period after tax of $1.1million (HY23:
profit of $0.4million) due in large part to one off costs including capital raising
expenses, due diligence expenses related to business acquisitions during HY24, and
upgrade to the facilities and operations at 421 Blenheim Road, Christchurch. These
non-recurring costs are estimated to be $0.8million.
Despite the loss, WasteCo remains confident in the underlying strength of its
business. The Group has undertaken a comprehensive review of its costs and
revenues, and has implemented a number of changes to assist to improve
profitability. These changes, coupled with the contribution from new business
acquisitions and recent customer price increases, are expected to provide a return to
profitability for the second half of the financial year (FY24).
The condensed interim consolidated financial statements for HY24 that accompanies
this release are unaudited. As disclosed in the notes to the interim financial
statements, the comparative figures included for HY23 are those of WasteCo
Holdings NZ Limited, the Group's primary subsidiary given that HY24 is the first time
that the Group has reported half year results following the reverse listing transaction
in December 2022.
Key Highlights
• Costs in HY24 continued to reflect the transition from a private company to a
listed entity, with significant one-off costs from initial listing compliance, capital
raising, and due diligence and legal costs of new business acquisitions.
• The Group made two significant business acquisitions in Southland and Central
Otago during the period:
o Cleanways Group (1 June 2023), a substantial liquid waste management
business (with premises in both Invercargill and Central Otago).
o The environmental division of Bond Contracts (30 September 2023), which
has a significant waste collection and transfer station operation contract
with Invercargill City Council, Southland District Council and Gore District
Council (together referred to as the WasteNet Councils).
• These acquisitions are earnings-positive and provide WasteCo with a
significant presence in the Southland and Central Otago region, positioning the
company well for additional growth as services are added.
• These business acquisitions follow the purchase of the business and assets of
Central Suction Cleaners in Nelson in March 2023, which has been
successfully integrated into the Group and is performing well.
• During HY24, the Group commenced a substantial upgrade of its materials
handling facilities at 421 Blenheim Road, Christchurch, enabling a broader
range of industrial waste to be handled at lower costs. This upgrade is on track
for completion by March 2024.
• The economic environment remains challenging, with fuel price increases and
higher interest rates impacting profitability and demand as customers adjust
their own operations in response to slowing economic activity.
• The Group has undertaken a review of its organisation structure and
management team and is recruiting a new CEO following the decision by the
current CEO to transition to lead business development across the Group, as
announced at WasteCo's annual meeting on 8 September 2023.
• In addition to the signalled change of CEO, the Group has appointed:
o Nigel Franklin as Director-Finance to lead the finance function across the
Group.
o Chanelle Sefont as Head of People Safety and Wellbeing.
• The line management roles have been reorganised to regional managers
responsible for all operations.
• The Group has invested heavily in systems and successfully implemented
these, significantly improving our reporting ability.
• During HY24, the Group has secured additional contracted revenue, including:
o A substantial quarantine waste contract - $1.2 million annually (started
October 2023).
o Additional road sweeping contracts - $1.8 million annually (signed since
August 2023).
o A significant home builder contract - $625k annually.
o Sizeable one-off contracts - $600k annually.
Outlook
WasteCo is well-positioned for continued growth, with strong market positions in its
chosen sectors and the recent business acquisitions positively contributing to the
Group. In addition to the growth within existing businesses there continues to be
compelling acquisition opportunities in the South Island. The Group expects to
report an EBITDA result for the second half of FY24 in the range of $4.0million -
$4.5million on revenue in excess of $25million.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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