EROAD Limited (ERD) Earnings Call Transcript & Summary

July 28, 2023

New Zealand Exchange NZ Information Technology Electronic Equipment, Instruments and Components shareholder_meeting 84 min

Earnings Call Speaker Segments

Susan Paterson

executive
#1

[Foreign Language], which in English translates hello, everyone, and welcome to this annual meeting. On behalf of the rest of the Board and management team at EROAD, welcome to the EROAD Annual Shareholders Meeting for 2023. My name is Susan Paterson, and I recently assumed the role of Chair of EROAD having been a Director since 2019. I'm joined on stage by fellow directors, Graham Stuart, who has led us capably as Chair passed 5 years; Tony Gibson, who joins us for his last meeting; and Selwyn Pellet, who is the former CEO of Coretex. We are joined online by Barry Einsig and Sara Gifford from the U.S.A. Barry and Sara joined us in-person last month for several days of important meetings and are able to join virtually today, helping to reduce our carbon footprint. We are also joined by Aaron Woolsey, from our audit partners, KPMG. And I'd like to acknowledge, we have Troy representative of Volaris here today, our new substantial shareholder. Before we begin, a friendly reminder, to put your phone on silent. And in case of emergency, please follow the instructions of our event facilitator. Please follow the emergency exit doors out of the meeting room and to the nearest assembly point, which the team can direct you to. For this year's annual meeting to run smoothly, I would also like to go over how questions and answers and voting will work. Today's meeting is being held both in person and online through Computershare's online meeting platform. [Operator Instructions] The Q&A is always open. So please feel free to submit questions throughout the meeting. These will be addressed at the end of the meeting. Questions may be moderated if we receive multiple questions on 1 topic or amalgamated together. Any questions not answered in time will receive an e-mail response after the meeting. Voting today will be conducted by way of poll on all items of business. I will shortly open the voting online for all resolutions to allow plenty of time for voting. If you are eligible to vote at this meeting, you will be able to cast your vote under the Vote tab and select your voting direction from the options shown on the screen. Once the voting has opened, the resolutions will allow votes to be submitted. You can vote for all resolutions at once or by each resolution. Once your vote has been cast, a tick will appear. You can change your vote up until the time I declare the voting closed. Prior to the vote poll closing, simply select change your vote and choose another voting choice. The Q&A tab can also be used for help. If you need assistance, please submit a question asking for help, explaining what you need help with and a Computershare representative will respond to you directly. I now declare voting open on all items of business. I will give you a warning before I move to close the voting. Today, I will be speaking to EROAD's core purpose, key developments from the Board's perspective over the past 12 months and key focus areas for the current financial year. I will then hand over to Mark and Margaret for a discussion of EROAD's financial and operating performance over the past financial year, alongside an overview of our core strategic priorities and how, as a business, we are executing against these. We will then move to the formal part of the meeting and take questions. Towards the end of 2023 financial year, we consulted a number of key stakeholders in order to define a new purpose for the company, which you can see on the slide, Delivering Intelligence You Can Trust, For A Better World Tomorrow. This represents a progression of our previous purpose, Creating Safer And More Sustainable Roads, and speaks to the ongoing integration of the Coretex business. It also aligns with our public tagline, Empowering Transformation. As a hardware-enabled SaaS business, we see this purpose as reinforcing our commitment to delivering innovative solutions with a strong ESG focus, a core part of our value proposition for our customers. The benefits from a compliance, safety and operational efficiency standpoint is what ensures our customers stay with us, and we are able to win market share. It is the exceptional value we add to our customers and indeed, society that makes EROAD such an attractive place to work. I would like to outline some of this value upfront. Firstly, road user charges. EROAD produced the first electronic distance recorder approved by Waka Kotahi, the New Zealand Transport Agency, for road user charges, and offers 4 of the 7 electronic distance recorders currently approved by the NZTA. EROAD's electronic RUC solutions overcome the shortcomings of mechanical hubodometer, supporting customers in meeting and not exceeding their RUC obligations, delivering a streamlined compliance, reducing administrative burdens and providing visibility around RUC status and charges. Road user charges are critical in funding the building of infrastructure and roads. And as government revenue decreases from fuel taxes and more electric vehicles are on the road, they're going to become even more important. Health and safety. Road safety and creating a safe workplace is a key for EROAD and each customer that we serve. EROAD takes pride in delivering driver-friendly tools, insights and reports that can improve road safety in real time when it matters. By delivering solutions and analytics that can track vehicle performance, operator behaviors, driving patterns and potential safety hazards, EROAD is empowering our customers to proactively address and mitigate road-related risks for customers, their people and all road users. Environmental footprint. EROAD places sustainability at the heart of its operations. We voluntarily report on our sustainability journey annually, which you can see in our second annual sustainability report, partnering with Toitu Envirocare to capture EROAD's full emissions profile. EROAD's platform supports customers in their understanding of their environmental footprint, informing strategies and plans for reducing their emissions. Later this year, we will introduce EROAD's innovative decarbonization tool. This has been developed and working with New Zealand's Energy Efficiency and Conservation Authority. EROAD's solution is capable of identifying areas where fleets are producing excess emissions and opportunities for change. Exoneration. EROAD recognizes the vital role drivers play in our customers' operations and the challenges drivers face as eye witnesses to incidents and accidents. EROAD's dashcams and telematic data offer a dependable and verifiable means to safeguard customers' drivers and assets from incidents and complaints. High-definition video quality captures important details like registration plates and clear views of the road and the driver, while the telematic data offers insights into speed, driving behavior, conditions and reactions, enabling an objective, verifiable record of events. And lastly, cold chain. EROAD solutions enables customers to measure what matters in cold chain delivery, with remote management of trailers and detailed trip-based temperature reporting, supporting compliance with food safety rules. CoreTemps algorithms predict with accuracy the core temperature of EROAD's customers' products in real time, mitigating the need for time-consuming manual temperature probing. These solutions, coupled with predictive maintenance powered by AI, support fewer failed loads and improved traceability, saving customers time, money and fuel. Board renewal. Secondly, EROAD is all about our people. At the governance level, we have an outstanding group of people to take us forward, and I want to highlight their diverse backgrounds and unique contributions. Graham Stuart has excellent capital markets experience but also in international markets. As you are aware, he recently handed over the Chair role and will remain a nonexecutive Director of EROAD, also taking over as Chairman of our Finance, Risk and Audit Committee until his retirement at an appropriate time in the future. He has contributed enormously to EROAD during his 5 years as Chair, a period that included the acquisition of Coretex, a recent strategic refresh and of course, the COVID-19 pandemic. I'm honored to be taking the reins and look forward to continuing to support the business as it delivers on its core purpose and value proposition for our customers and our communities. Barry Einsig is one of our North American-based directors and has very strong transportation and technology experience, including with Cisco. He knows the U.S. transport operators well, having worked both for them and as a service provider, and has expertise in hardware and software. Sara Gifford is our other the North American-based Director, who has decades of experience in SaaS businesses across sales and technical operations, including in the transport and logistics sector. Selwyn Pellet is the former founding CEO of Coretex and has strong supply chain and telematics experience in Asia, North America, Europe and Australia, along with excellent sales and marketing experience. David Green, as we recently announced, will join the Board on the 1st of August as an independent nonexecutive Director and stand for election at the ASM in 2024. He brings significant experience, both as a Board Director and as a former senior executive of ANZ and Deutsche Bank. We will no doubt benefit from his wealth of expertise in finance, governance and strategy as well as his experience in overseeing large change management projects. David replaces Tony Gibson, who in March this year, advised the Board he would not be offering himself for reelection at today's meeting. Noting the EROAD Board guidelines on Director rotation, Tony will be retiring from the Board today. He was a member of the Board for over 13 years, and has included time as Chair of the Board and also Chair of the Remuneration, Talent and Nomination Committee. I'd like to thank Tony for all the valuable contribution he has made to the company over that period, and wish him all the best for the future. And finally, myself, I have 25 years of governance experience in NZX and ASX company boards, but also globally as a former management consultant to numerous international and domestic companies. I have a particular passion for the positive impact technology can have on businesses, especially from a sustainability point of view and continue to champion these efforts at EROAD. These recent changes to the Board are part of our longstanding and ongoing renewal process. We seek people that have the right combination of governance, technology, industry and finance experience to ensure the interest of our shareholders are protected and enhanced at all times. Lastly, I would also like to mention that as we recently announced, after taking some time out of the business Steven Newman has rejoined EROAD as an independent consultant to our Technology Board Committee. Technology is at the heart of EROAD's business, and ongoing investment in its enhancements will be an important part of our strategy. Steven's skills and experience will help guide that strategic investment and ensure it delivers. I know I speak on behalf of many of us at EROAD in welcoming him back. Turning now to management. Let me assure you, we have a real leader in Mark Heine, our CEO. After stepping up as acting CEO, Mark was appointed CEO last year. He clearly demonstrated how well he could inspire and motivate our team. Mark brings his 8 years of knowledge working within the EROAD business to the fore, while working with customers and external parties to understand the environment and galvanize the Board, management and all EROADers around a shared compelling and doable strategy going forward. Mark will take you through the leadership team he has assembled later. However, I can assure you the Board is delighted with the talent and structure Mark has pulled together. It is a real mix of domain expertise alongside dedication and teamwork. The team has come from internal succession, reflecting our talent development program. The return of people who have left for other opportunities, but returned to EROAD as a great place to work and the new talent we've been able to attract based on our purpose and culture. The progress they are making is tangible. This leads me to the key developments over the past year. Towards the end of 2022, EROAD undertook an in-depth strategic review of the business, with the support of McKinsey & Company. As a result of this review, we settled on a clear plan to prioritize our business, which was built around the identification of 4 key opportunities for improvement: Firstly, optimizing our segmented service model, given our current customer mix; enhancing research and development payback via faster speed to market and project prioritization; better capturing large enterprise clients in North America with our differentiated profit offering; and improving our unit economics as cost-out initiatives are realized and customer growth occurs. The resulting strategic plan, which is now being implemented, will see EROAD return to being cash flow positive and drive further growth via 2 programs. The first of these is turning around the core and the second growing North America. Turning around the core is built around embedding a deep focus on cash and efficiency across the entire EROAD business. In practice, this means tailoring service levels appropriately to drive profitable performance relative to the clients we service in each geography and vertical, streamlining research and development functions and focusing research and development spend to ensure maximum return on investment, as we are acutely aware of the need to be judicious when investing shareholder capital, and creating operating efficiencies we have possible to rightsize the cost base and generate operating leverage as we win new business. As part of these efforts, total cost out of $10 million was achieved in financial year 2023, and a further $10 million is targeted for this financial year. The second part was growing North America, which is built around the need to better realize the value of our assets in what is a key growth market for EROAD. This means increasing revenue growth from large enterprise customers including the provision of whole-of-fleet solutions alongside greater integration, targeting the transportation vertical with whole-of-fleet solutions, completing our scalable and competitive product offering for enterprises, and scaling up our North American-focused enterprise sales team. In parallel with the focus on growing our presence in North America, in recent months, we have also been working with our advisers, Goldman Sachs, to identify partnership options to contribute expertise, additional market access for EROAD to gain further growth in the North American market and potentially also contribute fresh capital. Discussions with various parties are ongoing related to different opportunities. Our aim was to have something finalized in time for today's meeting. However, by their nature, these opportunities take time to consummate, and we continue to prioritize those discussions, which the Board considers will deliver the best outcomes for shareholders over the long term. We remain committed to each of our geographies. Management is executing well, as evidenced by the renewal of key contracts and winning new business within our markets where we see highly complementary opportunities. Mark will talk more about this later. Our New Zealand business is cash generative with a focus on multiproduct adoption, and there are increasingly ways we can leverage our market leadership and client relationships to grow in Australia, while our ability to service large enterprise clients is providing good momentum in North America. This momentum in North America is largely down to the acquisition of Coretex, which we completed in December 2021. From a strategic standpoint, this was absolutely the right thing to do as it accelerated our product road map by at least 2 years and form the basis of our strong product market fit in the region. It gave us access to new verticals, particularly refrigeration and construction, and considerably bolstered our pipeline of opportunities as well as our U.S. leadership team. While the integration process took longer than anticipated, the process was hampered by COVID, our ability to travel, but also by inventory issues, such as global supply chains, which were disrupted. We also had some challenges in bringing the 2 technologies together, but as Mark will talk to, we have now integrated functionality between our 2 platforms and this is resonating extremely well with customers. This leads me to the Board focus for our current financial year, most importantly, ensuring the execution of the strategic plan. As a Board, we have set our management team clear targets for delivering against these goals, and we are pleased with the performance to date. These include the guidance we have provided to the market, which will see the business deliver revenue growth of between 6% and 9%; positive EBIT of up to $5 million that's normalized for the accelerated 3G replacement program; continued cost out with an additional $10 million targeted as cost-outs for this financial year; and focused R&D spend of $30 million. Achieving this guidance will, in turn, put EROAD on the path to free cash flow by FY '25 and positive cash flow by FY '26. These have been set within EROAD's funding capability, and the management team continues to exercise strong financial discipline to ensure that this remains the case. We are continually looking to optimize our capital structure to ensure we have both right balance and flexibility for growth. We are still exploring a range of options, including our approach to strategic and technological partnerships in North America, as previously mentioned. These milestones, and related metrics that Mark and Margaret will speak to shortly, represent measurable targets for investors to judge EROAD's performance against. And we believe that achieving these targets will maximize value for shareholders as a stand-alone business. It's important to acknowledge that EROAD's share price performance has been unsatisfactory for the past year for reasons related to the market, but also of our own making. The Board has been acutely aware of this, but firmly believes that with the hard work largely done, our strategic plan in place, and given where we are along our path towards achieving positive cash flow, we are now at a point where shareholders will start to reap the rewards. Against that backdrop, on the 22nd of June, Volaris submitted a nonbinding indicative offer for all EROAD shares outstanding at a price of $1.30 per share. As the Board disclosed to the market earlier this month, we undertook a thorough process alongside our advisers, Goldman Sachs and Chapman Tripp, with that review concluding that the NBIO materially undervalues our business. We have taken this process very seriously and taking our time to assess under of measures in determining this outcome, including our own expectations of future performance of the business, based on execution against the strategy I have outlined. I can assure all shareholders that going about this in the proper way has been our first priority. Ultimately, the Board remains deeply committed to maximizing value for our shareholders. We believe we have the vision, plan and people in place to do so. Thank you so much for attending today's meeting, either in person or online. And I'd now like to hand over to Mark Heine and Margaret Warrington for the CEO and CFO address.

Mark Heine

executive
#2

Thank you, Susan. Good afternoon, everyone. My name is Mark Heine, and I'm EROAD's Chief Executive Officer. This is my second year presenting at the Annual Shareholders' Meeting as CEO. I'm joined by Margaret Warrington today, who will also address the meeting. As Susan has said, in many ways, it was a challenging year. It has also been a very fruitful one in terms of direction that we are taking and the strengthened team that we now have in place. We've also done a lot of great work in reimagining our purpose, as Susan talked to, which really helped define who we are and what we stand for. So I want to start today by thanking everyone across the business for your efforts and ongoing commitment as we deliver the outcomes for our clients in a truly sustainable way. Now before going into an overview of FY '23 and our strategy and outlook for FY '24, for the benefit of investors who are least familiar with EROAD, I want to give a quick overview of the business. As you can see, we are far more than just a road user charging company. We are truly a data creator and aggregator business, which empowers the customers to transform their businesses. Our numbers are immense. We have over 10,000 customers with over 0.25 million drivers, driving over 227,000 units being monitored by us. And these units travel over 9.2 billion kilometers annually. For some context, that's more than a distance between sun and Neptune and back again. Daily over 116,000 persons are using the platform to ensure that their drivers are compliant, that loads are being delivered and driving efficiency and obtaining insight through their operations. This leads to safer vehicle has been on the road each day, less fuel being used, goods being delivered in a more efficient manner, and real money being saved by our customers in their businesses. We are truly delivering intelligence our customers can trust for a better world tomorrow. This week, we achieved a major milestone for EROAD. For the first time, we exceeded 100,000 units in North America. This significant milestone ensures we are a credible player in the North American market and validates the strength of our offering, together with the ability of our team to market, to sell, to install and to support our customers in our offerings. During FY '23, we made great progress in stabilizing the foundations of the business as we sit and began delivering against our new strategy. If you recall at the last Annual Shareholders' Meeting, I laid out 3 key priorities for EROAD in FY '23. These were to build growth momentum in North America and New Zealand; build and maintain an engaged culture aligned to the vision of merged EROAD; and to deliver on our product and platform integration. I will first detail how EROAD has performed against each of these priorities and then discuss how we win businesses in North American market. I'll then hand over to Margaret Warrington, our CFO, who will talk to our financial highlights for the past year and touch on the first part of our strategy that Susan talked to of turning around the core. I'll then talk to our progress around growth in North America and update you on our platform integration of the Coretex, and finish with an update on our current trading and how we're tracking against our long-term targets. As mentioned, the first priority from last year's ASM was to build on the growth momentum in North America and New Zealand and in particular, build on the growth acceleration provided by the merger with Coretex. In New Zealand, we added over 9,500 net units, up almost 9% year-on-year. Over 1,000 customers renewed their plans with us, which represented over 28,000 units being renewed for another term. Key enterprise customers, such as Bidfood and Higgins, renewed their contracts, representing 1,200 units between them. As you can see, more than 2/3 of our new revenue came from existing customers, which reflects our strong market presence and our ability to continue to add value to these customers. With that said, there is still plenty of opportunity to grow through new customers. And a key highlight for this year was winning the whole-of-fleet contract with Fonterra for a total of more than 500 units with 50 units being installed in FY '23. We have worked very hard over the years to build a strong market presence in New Zealand. However, we do not take this position nor our customers for granted, and we're proud to maintain ongoing continuous improvement across our operations. As part of this focus, as Susan mentioned, EROAD has been busy developing a decarbonization tool that we made available in New Zealand later this year. This solution is designed to help our customers to operate in a more sustainable and cost-effective manner for the heavy vehicles. Inspired by EROAD's 2022 Sustainability Survey, this solution emerged from customer feedback, which notes the continued challenges that customers have in tracking and measuring sustainability performance, which hampers the successful pursuit of the environmental priorities. EROAD's innovative decarbonization tool will bring new visibility and transparency for customers into their carbon emissions, highlighting areas where fleets may be producing excess emissions and opportunities for change through a range of reports supporting data-driven decision-making. This project has been co-funded by New Zealand's Energy Efficiency and Conservation Authority, and EROAD is proud of this relationship and EECA's continued support for us. This week, we once again held our fleet day in Hamilton in conjunction with the Waikato Regional Council, with over 800 current and potential customers and more than 50 exhibitors in attendance. True to our renewed purpose, this year's theme was centered on road safety, sustainability and fleet efficiency, all underpinned by data and technology. The fact this event had become one of the largest annual transport industry events in New Zealand is a testament to the scale and support that EROAD has been able to achieve in this market. Overall, New Zealand remains cash-generative market for us, and we continue to focus on multiproduct adoption and broadening how we support our current customer fleets as well as winning new customers. There remains scope for further opportunities, and we expect to maintain good growth here in FY '24. We also launched our 3G replacement program in New Zealand, which Margaret will talk to, which presents further opportunities for us for product upgrades. Turning to North America. We added over 7,300 net units, up 8% year-on-year. 110 customers renewed their plans for EROAD, representing 7,200 units being renewed for another term. This was driven by one of our major enterprise customers, ABC, which renewed their contract with us for a further 1,000 units. But a real highlight was that during the year, as we've announced previously, we won a contract with a leading North American food services company, Sysco, for over 9,000 units. Winning an enterprise customer of this caliber is an incredibly important touch point that speaks to EROAD's ability to win flagship customers in the crucial North American market. Even without this customer, we sold approximately 14,000 units in North America in FY '23. We are focused on ensuring we have the products and competitive advantages in the verticals we are targeting. And as you can see, more than 50% of our new revenue comes for new customers as we're still relatively early in our growth journey in this market. The total addressable market in North America exceeds $10 billion, and has expected to more than double by 2030. Following the Coretex acquisition, with our unique IP and local market knowledge, we believe we are well placed to grow our customer base, while the wealth of the data we collect helps provide targeted solutions for customers and maintains a competitive advantage. I thought it would be useful to provide a little bit more color today around how we go about winning key enterprise customers, especially in North America, given how important this is to our strategic plan. While specific details of our customer contracts and relationships are confidential, we can share with you insights about our experience of the complexities involved in winning new customers and our ways of working to demonstrate to prospective customers why EROAD is the right choice for them. In November last year, we publicly announced a new 5-year agreement with initial order to supply our fully integrated CoreHub technology and SaaS solution to over 9,000 Sysco's trucks. That is to say that EROAD's technology supports supply chain assurance for Sysco, one of the largest food service distributors in North America. Winning customers like this relies on robust, rigorous procurement processes, focusing on understanding customer needs and enabling confidence in the EROAD's solution. We typically operate with a small EROAD technical team, working collaboratively with our customers. Engaging in a relatable way delivers the results and getting new customer contracts across the line. We recognize and identify very early on in our pipeline processes that winning customers comes down to a technological and innovation evaluation of our capabilities by our customers' key stakeholders. Our multi-disciplinary team typically involves our Director of Technology, our CFO, our EVP of Sales, a Senior Product Manager, engineering resources and, of course, our legal team. We collaborate with customers on any operational issues with our current providers through multiple discovery sessions, and can rapidly respond with working prototypes of how EROAD could work with our customers in addressing their issues. This collaboration and targeted engagement style brings trust, encourages enhanced stakeholder engagement and based on our experience in North America and the sales that we have won. In working with our customers, we're finding that enterprise organizations are typically on a journey to unlock new creative solutions by leveraging near realtime data across the operations. And EROAD's Core360 platform provides the technology to achieve a continuous contextualized data stream from enterprise customer fleets, their drivers and also their loads. Throughout the entire procurement process, EROAD operates from the premise that large enterprise customers are typically not just looking to a telematics vendor and instead a trusted innovation partner. By applying this mindset, we tend to win the hearts and minds of enterprise customers, with feedback demonstrating that our ability to collaborate, undertake fast iterations, communicate clearly and take a customer-centric approach are critical factors for securing a win and executing on successful rollouts. For EROAD, winning successful enterprise customers provides a massive tailwind, through providing us with referenceable customers, engendering credibility and trust with those we're delivering for and the industry as a whole. Turning to Australia. We added over 1,500 net units, up almost 11% year-on-year. 51 customers renewed their plans with EROAD, representing over 1,100 units being renewed. Around half of this was attributable to a key enterprise customer, Jim Pearson Transport, who renewed their contract representing more than 600 units. While Australia is our smallest of our markets, it remains an important part of our growth outlook, given the significant opportunities in servicing trans-Tasman fleets, reflecting the high percentage of new revenue that we are winning from existing customers. We are excited about our prospects for building quickly off a small base, with New Zealand customers realizing the significant value-add EROAD makes to their organizations and wanting the same advantages in the Australian market. Overall, we continue to win business across each of the geographies we operate in, despite challenging market conditions as we and our customers continue to emerge from COVID-19 and deal with elevated cost pressures. However, these cost pressures help accelerate the adoption of systems that deliver improved efficiencies and better fleet utilization, especially for larger enterprise customers that we are targeting. We are very proud of the work our people have done to continue to win and retain these high-quality customers. The second priority that I flagged at last year's ASM was to build and maintain and engaged culture, aligned to the vision of EROAD following the merger with Coretex, which we previously referred to as EROAD 2.0. Our people, of course, are at the very heart of what we do. And while COVID-19 has been a challenging time for us, I believe we've assembled an incredible team that's right behind our purpose and our strategy. The vast majority of the team is now in place. And while I won't speak to each of the team members in turn, I would like to call out a few important areas where we have strengthened our capability. Firstly, AK joined the business through the acquisition of Coretex as our President of North America and as our Chief Innovation Officer. He has more than 10 years industry experience and understands how to take technology solutions to customers to enable greater efficiency and productivity, which considerably enhances our sales proposition. Secondly, Steen Anderson joined us during the year in the newly created role of Chief Transformation Officer. He has more than 20 years' experience in working with SaaS businesses with a focus on customers and execution. Steen oversees our transformation program to ensure we are building stronger operational execution so we can deliver sustainable and profitable growth. And lastly, demonstrating our commitment to sustainability, we've appointed Craig Marris as our Chief Sustainability Officer. Craig helps to advise solutions to customers as they look to decarbonize their fleet and adopt technology as part of their commitment to enhance safety, driving better operational efficiency and reducing their carbon footprint. This is a team that I back to deliver the results we know that our shareholders want us to deliver on. As CEO, a core part of my role is empowering this team to ensure they can deliver for our customers. And as such, we continue to remove silos, optimize resource alignment, devolve decision making where appropriate and empower our product managers and our engineers. I'm excited to see how this team performs in the years ahead. Many of our EROAD team are here today, and I encourage you to talk to them at the conclusion of today's formal business. The third priority I flagged at last year's ASM was to deliver on our key product and platform integration. The acquisition of Coretex in 2021 was a step-change for our business, accelerating our strategic growth and providing an immediate scale in North America. In addition, the acquisition provided us with significant scope to offer key customers a fully integrated service. We have made significant progress in building out our integration platform that enables data and product features to be sent across both the EROAD and Coretex platforms. We now have integrated functionality between our 2 platforms, enabling testing, which is in progress. We will start beta testing with customers in the upcoming weeks. Once fully launched, this will have several near-term benefits. The first, the ability to sell and share test functionality in our Core360 platform across North America using EROAD's test products. Second, integrating our EROAD Clarity Dashcam with our SaaS Clarity Replay solution for our Core360 customers. This enables users to review and retrieve footage within Core360 and opens up our addressable market to Coretex customers that have long been asking for a connected camera. Third, the ability to leverage CoreHub technology to deliver a new generation of RUC-certified products right here in New Zealand. On the whole, I'm very proud of what we've achieved over the past year, which has resulted in a solid financial results for FY '23, including meeting our guidance. I'll now hand over to Margaret to talk about FY '23 guidance, along with our turnaround plan.

Margaret Warrington

executive
#3

Thanks, Mark, and welcome to our shareholders. As you can see, we met our FY '23 guidance and made excellent progress in managing the cost base, as both Susan and Mark have referred to. We delivered revenue growth across all our markets with normalized revenue slightly ahead of expectation, while future contracted revenue is at nearly $220 million. We delivered normalized EBIT of negative $4.5 million at the midpoint of our guidance range. The increase in operating costs reflects the full year of the combined Coretex and EROAD, and we've made great strides in reducing our cash burn from $4.2 million per month in the first half of FY '23 to $1.8 million per month in the second half of '23. We've taken $10 million of cost out on an annualized basis in FY '23, and we're on track to achieve a target of an additional $10 million in FY '24. This has resulted in our free cash flow improving considerably throughout the year, while our available liquidity, including our debt facility headroom and cash balance was $27.5 million at the end of March 2023. As Susan emphasized earlier, this gives us the requisite funding support to return to a positive and sustainable cash flows, and we continue to manage this across the business with rigor. Importantly, this positive trend has continued into FY '24. We have further reduced our monthly cash burn at $1.5 million per month for Q1, '24, down 16% from the second half of FY '23. We have also not had to draw down on our debt facility during the first quarter and yet have grown our net units by nearly 8,000. It's worth noting that if it were not for the additional operating and hardware expenditure to support the accelerated 4G rollout program in Australia and New Zealand, we would have been free cash flow positive much sooner. While we had naturally planned for this, COVID disruptions to global supply chains meant that the switch program needed to be more concentrated once the hardware assets were available. What is pleasing is that we're able to support the accelerated program from within existing funding while it has given us the opportunity to implement new hardware with several customers, and we will continue to drive new adoptions over the coming years. To date, 40% of all units across New Zealand and Australia are now 4G compatible. And from August, mid-contract upgrades will commence at volume, so there's excellent progress with the rollout. Moving on to how we are executing against the first part of our strategy that Susan talked to, turning around the core. During FY '23, we reduced our cost base largely via lowering head count and through property portfolio changes. This year, we are focused on the accelerated 3G replacement program, further reducing our SaaS costs, better supply negotiations and overall expense reduction, including the launch of our customer self-help portal. I'm pleased to report that in the financial -- in the current financial year, we have already identified approximately $7.5 million of the targeted $10 million of savings. All of this has been achieved while ensuring we have the right infrastructure in place to support the growth of the business, a testament to the team's efforts in managing cost and driving efficiency improvements. And with that, I'm going to hand back to Mark to talk about the focus areas for FY '24, to discuss further progress in quarter 1 and the outlook for the rest of '24.

Mark Heine

executive
#4

Thank you, Margaret. Alongside the cost initiatives that Margaret has just talked to, one of the areas that we are focused on this year is customer service segmentation. For example, 51% of our revenue comes from our top 160 customers, while our smaller 7,600 customers account for only 13% of revenue. So getting the segmentation right will help us focus investment on the right areas. We're also continuing to stabilize and simplify our product offering through our integrated platform and are focused on rolling out our integrated CoreHub SaaS solutions in North America for key enterprise customers during the first half of FY '24. In the longer term, our growth horizon is in North America, which is centered around our strategy of expanding our enterprise customer base based on our target verticals, and we continue to invest in our capability there as we scale. As Susan referred to, we are progressing discussions with various parties through our advisers, Goldman Sachs, which has the potential to accelerate our progress in this market. I look forward to reporting on our progress as we continue through this journey. It is very pleasing to be able to deliver on a number of strong proof points for the first quarter of FY '24, which demonstrates the progress we're making on delivering against our strategy. Firstly, we've made solid progress across 6 key enterprise customers during the quarter. We sold 5,300 new units and renewed a similar number with over 4,600 units installed in that quarter. Our enterprise customer rollouts are progressing well. And as Margaret mentioned earlier, we grew net units in the quarter by over 8,000. We won a 1,950 unit upgrade with GoBus as well as another 1,000 new units that will be implemented over the course of the next 60 months. We've secured a preferred supply agreement for a new key customer operating vehicles in Australia, New Zealand, are in the process of renewing and expanding contracts with key existing customers, including 1 after a rigorous RFP process for an Australian-headquartered organization, which tested our products against 9 competitors. I'd also like to call out that for the first time in 10 years that we're aware of, we've implemented a price increase with CPI for most of the customers in Australia and New Zealand and have started a global pricing review. This reflects the added value enhanced products have in a service that we are providing to customers, which is reflected in our growing AMRR. As Margaret mentioned, we are 40% through our 3G replacement program. We've also continued to improve our cash position without the need to further draw down on our debt, while we've already achieved another $7.5 million in annualized cost savings in this financial year. All in all, an outstanding first quarter, and I look forward to updating you further on our first half results in November. And lastly, as I mentioned, this week, we exceeded 100,000 connections in North America, which is a major milestone for this business. Turning to our outlook. I am pleased to reiterate our outlook for FY '24, including our revenue of $175 million to $180 million, reflecting continued growth across all 3 of our geographies. We're targeting EBIT of up to $5 million, normalized for our 3G replacement program, and we're targeting R&D spend of $30 million. Heading these milestones will put EROAD firmly back on track to be free cash flow neutral by FY '25 and positive by FY '26. Finally, I want to remind everyone of the targets that we have set for us for FY '26. We introduced these targets at our Investor Day in March as they underpin the outcomes of all the strategic work that we are doing. While it is early days, we saw good progress against these in FY '23, and this has continued in our current financial year. Achieving these metrics will deliver significant returns from our assets and from our ongoing investment. With some metrics such as customer churn, we are already in line with where we want to be with the asset retention rate remain at a very high at 95%. Most of new business we win in New Zealand is from our competitors. While in Australia, we see our customers look to move to our competitive products only to return. This gives us a lot of confidence in our offering. Our customers are generally sticky to us due to the hardware component that we supply. But increasingly, however, the integrated nature of what we do and bring to the business further entrenches us into the organizations. As our customers grow, we tend to grow with them. However, we need to ensure we're continually evolving our customer solution to remain at the forefront of the industry, especially in New Zealand, where we are the market leader and are focused on further growing our strong service culture. Our R&D programs are more targeted with this in mind. And we'll continue to invest in R&D, but we'll keep the spend at around $30 million for the foreseeable future. Average lease duration will extend out to as we build out our enterprise customer base that typically have longer contract durations. While there remains a lot of work to be done, our team is well prepared to tackle the challenges ahead and continue executing against our strategic plan. I look forward to reporting further progress in delivering on our strategy on sustainable and profitable growth in the future. I'll now hand back to Susan.

Susan Paterson

executive
#5

Thank you, Mark and Margaret. We will now move to the resolutions take questions with regards to each resolution before opening the floor to general questions. Voting for the resolutions will be conducted by poll to be carried out by EROAD's share registrar, Computershare. The procedure for the conduct of the poll and for in-person attendees will be as follows: Voting papers have been provided with the Notice of Meeting. Pens where required will be distributed. If you do not have a voting paper, please see a Computershare representative at the registration desk, who will provide you with a voting paper. Indicate your vote for, against or abstain by placing a tick in the appropriate box. If you are here as a proxy for a shareholder who has not marked proxy discretion on their proxy form, your vote will be automatically counted in accordance with the voting directions given by your appointer, but please sign the voting paper provided when you arrived at the meeting. If you are a proxy holder and you have been granted a discretion on how to vote the resolution, please use the voting paper provided when you arrived at the meeting. After recording your vote, please remember to sign your voting paper, then place the paper in the boxes provided, which will be circulated by Computershare staff and also available at the back of the room. Having collected the votes, they will be taken for counting. The results of the poll will be announced via the NZX and ASX as soon as they are available. Please note that the Board recommends that you vote in favor of each of the 3 resolutions. Resolution #1 is the reelection of Barry Einsig. The first resolution relates to the reelection of Barry as a Director. The Board considers Barry will be an Independent Director, if elected, and supports his election. Barry joined EROAD's Board in January 2020. Barry brings considerable knowledge of the North American transport market as well as global automated and connected vehicle expertise. There is a profile of Barry in the notice of meeting. Barry, thank you for joining us from Pennsylvania. We would now like you to say a few words to the meeting. You're on mute.

Barry Einsig

executive
#6

Yes, I'm unmuted on my end.

Susan Paterson

executive
#7

You've got to say now. Thank you, Barry.

Barry Einsig

executive
#8

Okay. Thank you. As you see on the Board back, my bio is in there. I've got 30 years of experience in transportation technology systems globally. As you heard from Mark and Susan, last year was a turnaround year in taking cost out of the business. Our go-forward focus is free cash flow and profitability. We have a good engaged team with refreshed leadership. My lens on North America is that freight and logistics had a down year last year, in part because of the pull forward of so much supply chaining during the quarantine years. We sort of saw a bubble in those years, and now we kind of flatten back out. We continue to see safety and regulatory constraints continue to be a major focus of our customers. There continues to be a driver shortage in North America. And the federal government is moving closer to a national pilot for what we call vehicle miles traveled or mileage-based user fees, which, of course, there in New Zealand, you call the RUC. Especially proud this year of setting up the tech committee and excited to welcome Steven back into the business to participate leveraging his strengths of strategy and knowledge and tech background. I think it's important to remember that part of the reason for setting up the tech committee is that technology is not only strategic to our business, but it is our business. And digital transformation and technologies are moving faster now than they ever had and they're more important to make sure they're prioritized appropriately, and that's part of the function of the committee. It's shown that up to 12% of global Fortune 500 companies have technology committees and the ones that have a higher percentage are in the tech space. And last year, McKinsey's research indicated that operating margins are 100 to 600 basis points higher for companies that have technology committees over their peers. And finally, supporting some of the most significant technology decisions the business is making. We have a remarkable group in Selwyn and Sara already on board, and of course, bringing in Steven, I think we'll have an excellent contributory group. Thank you, Susan.

Susan Paterson

executive
#9

Thank you, Barry. Is there any discussion or questions from the floor? Calande, do we have any online questions on the online platform? No, we don't. There being no further discussion, I now put the first resolution to the meeting that Barry Einsig, having retired in accordance with NZX Listing Rule 2.7.1, be reelected as a Director of EROAD. Please mark your voting papers for Resolution 1 or for virtual attendees, select your voting choice from the options shown under the Vote tab on your screen. [Voting]

Susan Paterson

executive
#10

Resolution 2, the second resolution relates to the auditors' fees and expenses. Is there any discussion from the floor or Calande, do we have any online questions regarding that? There being no further discussion, I now put the second resolution to the meeting that the directors be authorized to fix the fees and expenses of KPMG as the auditor of EROAD. Please mark your voting papers for Resolution 2 or for virtual attendees select your voting choice from the options shown under the Vote tab on your screen. [Voting]

Susan Paterson

executive
#11

Resolution 3, nonbinding say-on-pay vote. The third and final resolution relates to EROAD's remuneration report. EROAD has presented a remuneration report to shareholders for the year ended 31st March 2023 in the financial year annual report, which you can find on Pages 124 to 143 of our annual report. Consistent with the Australian say-on-pay regime, EROAD's shareholders now have the opportunity to vote to adopt EROAD's remuneration report. This resolution is a special resolution and will be passed if more than 75% of those shareholders entitled to vote and voting on the resolution in person or by proxy vote in favor. The outcome of the vote regarding the adoption of EROAD's remuneration report will be nonbinding. However, as outlined in the notice of meeting, if EROAD's shareholders do not adopt the remuneration report today, then at next year's Annual Shareholders' Meeting, shareholders will be presented with a spill resolution that will only be voted on after a remuneration report is also not adopted at next year's Annual Shareholder Meeting. Consistent with the Australian say-on-pay regime, no vote may be cast on the resolution by individuals whose remuneration is detailed in the remuneration report or closely related party as defined by the Corporations Act of them. Provided that directed proxy votes may be cast by those persons and undirected proxy votes may be cast by me as Chair's meeting. In either case, we are appointed as proxy on behalf of any shareholder who is not prohibited from voting. Is there any discussion? Calande, no discussion online either? There being no further discussion, I now put the third resolution to the meeting that EROAD's remuneration report for the year ended 31 March 2023 as set out in the financial year '23 annual report be adopted. Please mark your voting papers for Resolution 3 or for virtual attendees, select your voting choice from the options shown under the Vote tab on your screen. [Voting]

Susan Paterson

executive
#12

Ladies and gentlemen, that concludes our resolutions, and I will close the voting shortly. Thank you. Voting is now closed. The results of these votes will be released to the NZX and ASX as soon as they are available. Computershare will now collect any other outstanding voting papers in the room. Thank you, everybody. We will now open up to questions from shareholders or proxies in the room and online. [Operator Instructions] As mentioned earlier, we'll try and get through as many questions as possible, but if not all the questions are able to be answered, we will follow up after the meeting. Are there any discussions or questions from the floor firstly?

Unknown Shareholder

shareholder
#13

Thanks. Alex Ball, shareholder. It's gratifying that the Board is confident in the strategy going forward in the growth that's going to come. It's gratifying that it's pleased with management's performance and what's been recorded. But unfortunately, the market doesn't share that confidence. There's been a sustained share price collapse, and that's probably the only word for it. Over the last year, down to a lot of $0.52 in May. There's been a sellout of long-term institutional investors to be enabling Volaris to build up its over 18% shareholding. So I noticed that we mentioned the word we believe that what we're looking to do going forward will address the concerns of the negative market sentiment that does hang around EROAD at the moment. And it is specific. Other tech companies have recovered in their share prices like Serco, Xero and [ Vesta ], EROAD does not. So I'd really be interested in some comment from the Chair on what specifically the Board has done to talk to the market to understand where the sentiment is coming from, and confirm that it's strategy going forward will address that negative sentiment, and the people in this room will see a recovery of share price from $1.40 to where it used to be.

Susan Paterson

executive
#14

Thank you, Alex. The Board and the management have spoken to a number of shareholders, and we believe that we have addressed that through both our strategic review and the resetting of our strategic plan and looking at refocusing our expenditure. As you'll be aware, we've taken a lot of the expense out of the company and balancing that with growth. So we believe actually putting out the numbers and what we expect from the company and then delivering on those numbers, as we did in FY '23, will build up the confidence of the market. We believe we've done a lot in restructuring and reshaping the management team, getting the right people in place in the business. And you will have seen that happen over the past year. We believe we're very, very focused on the market, focusing our investments in technology in the right areas that will deliver to those significant customers like the Syscos that we've brought on board. But fundamentally, it's about us getting on and delivering on our strategy and making sure we do that going forward. And everybody from the whole Board as well as the management team are completely focused on that. Mark, would you like to add anything else to that?

Mark Heine

executive
#15

Thank you, Chair. Just to add to that, too. I mean, we did an Investor Day back in March with over 70 attendees, where we launched our new strategy, which is well received, and good conversation we had with our investors at that time. We're also very much focused on sustaining profitable growth. And to achieve that we've had to look very long and hard at the cost base that we've had over historically, and we've refined that quite significantly as you would have seen. There's a clear pathway to hit cash flow neutral by FY '25 and FY '26, which will have a real impact on our share price in the long term. Because if you look at technology businesses, those who are strongly focused on cost base and growth, are being recognized with an elevated share price performance.

Susan Paterson

executive
#16

Thank you. Are there any other questions from the floor? Got a couple down the front here. Thank you.

Unknown Shareholder

shareholder
#17

My name is Clyde D'Souza, I'm a shareholder. I've got 3 broad areas that I want to ask. One is an endorsement, one is a question around the business model, and one is a recommendation. So let's go to the endorsement first. I just want to say publicly, I endorse the Board's response to the takeover. I see value a lot higher. To contextualize it, I used to be head of research for Citigroup. I used to be news overhead of IB for Citigroup. I can see why the sheet price went down, and I can see why the share price goes up. Only for Volaris' sake, I see value at around 2.25 in a take of an hour. So that's the first thing, that's the endorsement. So well done. Thank you. Secondly, the business model. One of the key things that the market has focused on, and I think they are -- is the capital structure and the capital capacity. The two things I'd say is, have you addressed looking at securitization because in one fell swoop, that would remove that potential overhang. The second thing is this. I'm actually an adviser to a SaaS company in this kind of a space. In fact, Volaris has approached me as well earlier on this year. And the observation I'd make is this. For the business model, they sell the hardware. So in actual fact, this huge capital demand on the change to 4G, they're making money from that. They make money from resale of the hardware and they make money from the installation. Their issue is the same as you. So in effect, getting it done in time because everyone wants to do it at the last minute. So both those questions would be interesting, given that you all used to do securitization as well.

Susan Paterson

executive
#18

Thank you. Graham, would you like to pick that up as Chair of tech?

Graham Stuart

executive
#19

Probably the better one would be Margaret, I think. She has been more correct in thinking about it.

Susan Paterson

executive
#20

Margaret?

Margaret Warrington

executive
#21

The short answer is, yes, we do think about it a lot. The longer answer is, we actually now have, with the acquisition of Coretex, all the commercial models in place. So what we're doing is trying to respond to our customer needs and customer wants in terms of how we deal with it. There is -- you would have seen, Clyde, because I know you and I have talked via e-mail, you would have seen that through the unit economics, we're trying to express what we do and when we get a return regardless of whether a unit is leased or sold out, right? So our focus really has been on removing the cost from the business. So we bring forward that return and ensuring we deliver the customer needs.

Unknown Shareholder

shareholder
#22

Yes, because I -- sorry, I see that as -- for capital, it's always a trade-off what you do in the stage of the cycle, you are an holder. I perceive you all as being in a growth phase and capital is more expensive, and the most expensive capital is obviously equity. And this whole perception out there that you all are pending a capital raise, which I personally don't think because there are several solutions along the way. Anyway, the last thing I want to say and that is my third point is a recommendation. So while -- and it's this. EROAD is a very small market cap stock. It gets poorly covered. The coverage tends to be more junior analysts to have more experience. Some of the coverage is lately naive in their understanding of stuff by my perception and given I've been around 40 years and been head of research, I find it disappointing. You will need to, if you can, be more timely, and be more fulsome in your interaction because when I do look at your shareholder register, it's mostly retail. And with no retail coverage or limited retail coverage or poor retail coverage, they are at a disadvantage. I am fine, but most people are not. So that's the recommendation.

Susan Paterson

executive
#23

Thank you, Clyde. We'll certainly take that on board and be a focus for us.

Unknown Shareholder

shareholder
#24

Thanks. I'm Bruce Parks. I'm a shareholder and proxyholder for the shareholders association. Your sustainability report is quite a good document. And this year, we hope to see some more hard numbers in there. Looking at your decarbonization tool, that should be fantastic in the current climate. Are there other providers with this stuff on the shelf? Or are you the only one in this area?

Susan Paterson

executive
#25

Mark, do you want to take on it?

Mark Heine

executive
#26

So in terms of others out there in New Zealand, we're not really aware of others in the vehicle space, who are focused on decarbonization as much as we are. We are certainly focused on that. And we believe we're going to have a market-leading product there. If you look more broadly into North America, there are other providers looking into the space as well. We do believe that we have a great tool that we can launch into that market as well. We're also working with Sysco around some EV solutions we can provide them too. So they're ordering about 800 electric vehicle trucks. We're supporting them on that deployment around understanding its data charge, helping them manage their compliance offering as well and helping them on the decarbonization journey in the area, too. So we do have some great tools coming up that we can launch, but we do believe we're the market leader here, but it's a bit more competitive in the North American market.

Unknown Shareholder

shareholder
#27

Thank you. You went to the Clean Transportation Expo in California this year. What sort of feedback did you get from there?

Susan Paterson

executive
#28

There's no doubt about it that sustainability and decarbonization is absolutely key for every transport operator in North America. We were mainly gathering information and seeing customers in context at that symposium. But I must say I've sort of been a little skeptical about how much difference we can make from here in New Zealand. Definitely, we all need to be absolutely doing our bit. But when you look at the scale of the investment in decarbonization in North America, it is so substantial. So nobody is really talking anymore about 2035, 2040. They're all accelerating the decarbonization back to 2030. So it's just accelerating at a rate, especially with the IRA Act. So we're in a very sweet spot, I think, going forward. Given the data and the insights that we can get, we can go to help people arrange their fleets and be able to decarbonize. And again, as I was saying at the beginning, with being able to have the road user charging functionality, as people stop buying fuel and paying fuel excise tax, the governments are going to have to collect revenue some other way to pay for their infrastructure. And it's not only roading infrastructure, but it's also charging infrastructure. So we are extremely well positioned to be able to assist users in that regard.

Unknown Shareholder

shareholder
#29

Thank you. Well, the 3G, 4G upgrade appear to be this year?

Susan Paterson

executive
#30

No. Our units roll back to 2G. So we actually are in a position where we can go at the pace our customers are driving in many situations. So we're working with customers to work out what their needs are and how we can swap them out within a profile that continues to keep the units operating for them, but also manages both cash flow and customer needs. So it will continue through beyond this financial year.

Unknown Shareholder

shareholder
#31

Thank you. Sorry for going on. Mainfreight yesterday reported a downturn in business. Do you see that reflected in your customers?

Susan Paterson

executive
#32

Mark, what's the latest on what -- you can see the little dots on the screen, so we can see it quite closely as to what the transportation profile is looking like?

Mark Heine

executive
#33

We gave an update today around the Q1 performance. We're still seeing good growth across all of our markets. We're not feeling it yet, anecdotally. Talking to customers, some of them are doing a bit harder right now as cost increases are really impacting on their business. But by and large, it's not having a much impact at all on ours. Indeed, we had 8,000 net new connections in Q1, which is a pretty strong start to the year.

Unknown Shareholder

shareholder
#34

Thank you. One last question or comment. The terminology in your reports and presentations are sometimes a bit hard for us older people. Please you have a glossary. However, in your end of the year result presentation, talking about integration, you mentioned a data ingestion engine, what is it?

Mark Heine

executive
#35

Happy to explain that. So when you have 2 platforms like we have in MyEROAD and also the 360 platform, what we built is sort of a middle layer between the two. So ingesting the hardware from each other platform to enable us to visualize that data on risk better platforms and also to allow us to launch new products. So as we mentioned today, Clarity Replay and Clarity Dashcam products, their visualization and integration platform enables us to take data from what's historically EROAD product and now show it on 360, which is historically a Coretex platform. So is it around enabling value for customers by using that product set on either side.

Susan Paterson

executive
#36

We'll try and be clearer going forward. Thank you, Bruce. Calande, do we have any online questions to address? We do, Thank you.

Unknown Attendee

attendee
#37

Cool. Given the huge amount of data you are aggregating and creating, how will the company embed AI technology into your product offering to enhance productivity and unlock more customer value?

Susan Paterson

executive
#38

Mark?

Mark Heine

executive
#39

All right. So anything to AI is always iterative process, which takes time. So already, we've been looking at using AI for our reefer solution. So looking at predicting where it might shut down or folk holds, which could happen on those as well. So we're looking at iterative over time what sort of solutions we can bring AI and to have the most value for our customers. That's one proof point. No doubt there'll be other opportunities as we further use the tool across the business to unlock new opportunities.

Susan Paterson

executive
#40

Any more questions?

Unknown Attendee

attendee
#41

One more question. What more can you tell us about the partnership discussions underway? Is there likely to be other takeover offers?

Susan Paterson

executive
#42

At the moment, as I signaled in my talk, we are in discussions with a number of parties, but those are all at this stage confidential. So we're moving ahead on those discussions. And actually, a number of them are actually complementary to each other. So we may progress with 1 or 2 more. So we're certainly underway in those and really looking at -- we're looking for strategic partnerships. Some of those may bring capital to the business. But otherwise, we're really looking at how we can partner with them to help accelerate our growth.

Unknown Attendee

attendee
#43

Are there any more questions from the floor?

Susan Paterson

executive
#44

There's one more at the front here, thank you.

Unknown Shareholder

shareholder
#45

Malcolm Stokes, I'm a shareholder. My question is regarding the scheme of arrangement. And clearly, the share price at around $0.80 prior to that offer of $1.30 was quite a lift. But I can't help thinking that it was an opportune position. And even at the share price of around $1.40, the prospects of them getting the full control, we have got 18-odd percent now. And I guarantee that those shareholders will have an increase in the price if they do increase their price. And it could go through. And when I think about shares, I had in Tilt Renewables, and we had an independent director. And my question really is going to be about the independent directors holding out to maintain this company as a New Zealand company rather than allowing a cheap shot to remove it. But going back to Tilt Renewables, it was Mercury and Infratil, who had the major shareholder in that. Mercury offered $2.50, they got together and they wouldn't increase the price. But the independent Director, Fiona Oliver, held fast and said this price is not acceptable. They own about 70-odd percent at the time. They increased that shareholding to about 83%, and they didn't budge. They extended the offer twice, I believe, and that was the maximum they could do, but they didn't get to the 90% required. They got to about 80-odd percent from memory. But then they call it quit and then they went and had a rights issue. And that was one of the things that they said, we need more money. We need more money. Sell your shares to us and you won't have to pay any money. The rights issue was offered at $1.75. So it was $0.60 less than the offer price. And in the end, Fiona Oliver allowed the shareholders who remained to get $8.10. That was the value that Infratil and Mercury paid for the remaining shares. $8.10. We had to put more money in, of course, but that was the result. And I'm just looking at this price of $1.30 and what the share price has been and where it has been, you had a rights issue at around $4. You raised a lot of money. And now it went down to $0.50, $0.60. And when the offer was made, it was $0.80 and now they're offering $1.30. Why didn't they offer $3 when the company was trading because they weren't interested. They're only interested in the value, and the value is seen as a bargain. So I would recommend that the independent directors here stand up and say, hell with that, let's get this company back on track, on road and make it work. Let them lift their offer. If they can convince enough shareholders, they will take control. That's fine. But all I'm saying is stand up and say, this offer is not strong enough. And why did they offer that sort of amount because it was seen as a bargain. That's all I have to say.

Susan Paterson

executive
#46

Thank you, Mr. Stokes. I think as the independent directors and the Board has demonstrated, we did take the offer seriously. We did a lot of work around it, but we do have a lot of belief in our future strategy and our management team to deliver it. And we decided that it didn't represent sufficient value to progress. So we have declined that offer at this stage. Thank you. Are there any other comments from the floor? If there's not, thank you, everybody, for your continued support of EROAD, your questions and for your attendance today. That ends the formal part of the meeting, and I now declare the meeting closed. I do invite those present. Sorry, we can't provide any refreshments to those people virtually, but I do invite those present in person to join us for refreshments and to chat with members of the Board and the management team. Thank you very much for your attendance.

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