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WasteCo Group announces half year results

Half Year Results28 November 2023WCOIndustrials

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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