oOh!media Limited (OML) Earnings Call Transcript & Summary

Good morning, everyone. I'm Tony Faure, Chair of the Board of Directors of oOh!media Limited. It is now the scheduled time for the Annual General Meeting, and I am advised the necessary quorum is present. I, therefore, have great pleasure in declaring the 2022 oOh!media Annual General Meeting open. Much has changed that over the 8 years I've been fortunate enough to serve on the Board of Directors. We've had many challenges and opportunities, which come at us from both local and global markets that nobody would have dreamed of predicting. And yet here today, in North Sydney, on the land of the Cammeraygal people, on the Guringai tribe of the Eora nation, I am struck by the history of this area and the resilience and fortitude of their enduring custodianship. With our launching our first reconciliation action plan in 2022, we are committed to articulating our vision for future partnerships with Aboriginal and Torres Strait Island people throughout Australia, and to exploring tangible ways that we can make a difference. Today, I acknowledge the Cammeraygal people and all First Peoples of this country, and I celebrate their knowledge and their enduring relationships to the land. Today, we are joined by shareholders in person here at oOh!'s North Sydney office and virtually through the online platform. We have worked hard to ensure shareholders can fully participate in the meeting today, whether attending in person or virtually. If you are attending the meeting through the online platform, I recommend keeping the online meeting guide nearby in case you have any difficulties. This guide covers how to vote and how to ask questions. I'm also delighted, for the first time in a while, to have many of my fellow directors join me in person at this meeting rather than virtually. Today, we have our CEO and Managing Director, Cathy O'Connor; our Nonexecutive Directors, Philippa Kelly, Tim Miles, Joe Pollard and Andrew Stevens; and somewhere in the ether via telecommunications from the U.S., we have David Wiadrowski, who is joining us as well. Also here with us today in person is our -- Sheila Lines, our Chief Financial Officer; Maria Polczynski, our Company Secretary and General Counsel; and oOh!media's external auditor, KPMG, represented by Audit Partner, Trent Duvall. In my address today, I'm pleased to provide an overview of our financial results in 2021, an update on the Board's continuing focus on capital management and some brief commentary on changes to our Board. First, a brief recap on our 2021 financial results. Out-of-home audiences started to recover strongly across key formats following periods of significant disruption caused by COVID-19 pandemic. We were able to successfully leverage these improving conditions to deliver a solid financial result in 2021. Total revenue increased by 18% to $504 million. Lockdown restrictions in New South Wales and Victoria impacted revenue growth in the first and third quarters. However, the return of audiences in quarter 4 as these were removed resulted in a strong rebound in revenue, particularly in November and December. The 18% increase in revenue translated to a pre-AASB 16 gross profit of $222 million, which was up 23% on the prior year. Underlying EBITDA pre-AASB 16 increased by 24% to $78 million, reflecting our continued operating leverage to audience growth. And net profit after tax, again, pre-AASB 16 was $0.8 million compared to a net loss after tax for the prior year of $24.3 million. Cathy will discuss these financial results and also provide an update on trading for the current year in her address. Our financial position continued to strengthen during 2021, with the company's gearing ratio reduced to 0.8x as at 31st of December 2021, with a corresponding 43% reduction in net debt to $64 million. This ensures oOh! is well-equipped to manage through any short-term uncertainty whilst remaining in a strong competitive position for the medium term. Shareholders will recall that the Board suspended the company's dividend policy in 2020 at the start of COVID-19 pandemic. This policy is to pay 40% to 60% of underlying net profit after tax pre-AASB 16 before amortization of acquired intangibles, NPATA. For FY '21, underlying NPATA pre-AASB 16 was $12.7 million compared to a loss of $8.5 million for the prior year. Given this return to profitability, the Board resumed the dividend policy, and as a result, declared a final dividend of $0.01 per share fully franked. Your Board will continue to assess capital management options with a focus on striking the appropriate balance between maintaining the group's strong financial position and investing in growth initiatives with returns to shareholders. I'll also make some comments on changes to the Board during the year, and also more recently, Joanne Crewes and Darren Smorgon both retired from our Board in May and August of 2021, respectively. Both these people made very significant contributions to the Board over a long period. And on behalf of the company, I want to thank them for their commitment to the business and wish them continued success in the future. Joe Pollard joined the Board in August. Joe is an experienced executive and director, with over 30 years' experience in senior leadership roles across media, marketing, technology and customer management. She is standing for election to the Board today and, subject to shareholder support, we look forward to her continued contribution to the Board. More recently, Mick Hellman resigned from the Board in April. Mick is the Founder and Managing Partner of HMI Capital Management, which until recently was the largest shareholder in oOh!. Following the sale of their shareholding in April, Mick resigned his position. Our Board now comprises 7 directors, which we think is appropriate, both in terms of size, but also in relation to the mix of skills and experience each director brings to the Board and the company. And I want to thank Mick for being an outstanding director for the company as well. In closing, I'd just like to acknowledge and thank the people at oOh! for their focus and dedication over the past year. Our strong revenue and earnings growth in 2021 demonstrates our capacity to leverage the return of Out of Home audiences. While some of our formats, such as Fly and Office continue to be impacted by the pandemic, we remain confident in the medium- to longer-term outlook for the Out of Home advertising sector. As the market leader across Australia and New Zealand, oOh! remains exceptionally well positioned to leverage the ongoing recovery in audience growth and advertiser sentiment. We have a growth strategy focused on generating enhanced leverage from our existing network and disciplined investing in building our assets and capability to deliver improved returns to shareholders. So again, I'd like to acknowledge and thank all of the people at oOh! for their focus and dedication during the year and in continuing to support both each other and our clients and partners. And let me conclude with thanking our shareholders for your continued support of the company. I'll now hand over to our CEO, Cathy O'Connor.

Thank you, Tony, and good morning, and welcome, everyone. Thank you for attending in person or thank you if you are online. I'm very pleased to present my CEO address to you, shareholders, today. It's a privilege to serve as MD and CEO of this wonderful company. Having now been in the role for nearly 18 months, it has reinforced my view that as the largest player in the industry, with the most diverse asset network, backed by a passionate and dedicated team, that we have significant capacity for growth. Our results last year demonstrated that as we emerge from the pandemic and as audiences return, that oOh! is exceptionally well-placed to leverage these improved conditions. And today, I will talk about our growth, our prospects for further growth and our prospects to deliver value for shareholders. In terms of an agenda, I will first present a summary of our financial results for FY '21. I'll then discuss the Out of Home industry, an industry that is growing. It's an industry with a strong place in the future media landscape. And I'll then review our strategy at oOh!media, specifically about how we will harness significant opportunities in Out of Home, and also how our growth strategy will generate further shareholder value over time. And I'll conclude with an update on our trading for the first quarter and for April. Firstly, an overview of our FY '21 results. And as Tony said, we had a strong result for the year. Our revenue grew by 18% on the prior year and underlying EBITDA grew by 24%. It's pleasing that Road, Retail, Street Furniture and our New Zealand business performed above pre-COVID 2019 levels in aggregate across November and December. We continue to digitize in key locations and are well-placed to participate in this strong return to growth for the sector. The improved earnings performance and strong balance sheet resulted in the Board declaring a $0.01 fully franked final dividend payable in March this year. Looking into the results in a little more detail. This slide provides a summary of our key financial metrics. Underlying EBITDA was $77.6 million, which was 24% above the prior year on a pre-AASB 16 basis. Revenue was up 18% with COGS and OpEx growth at 17% above the prior year. Free cash flows returned to more normalized levels relative to EBITDA. And the balance sheet is in a strong position, gearing at 0.8x and the declaration of a dividend, which I mentioned earlier. It's the diversity and breadth of our assets across a range of formats which ensured that oOh!media was able to deliver this improved performance despite some formats, being Fly, Office and Rail, continuing to be impacted by the pandemic. I'd now like to turn to the key fundamentals of our industry. As business and ways of living return to normal, we are seeing a return to structural growth for the Out of Home sector. I'll spend a couple of minutes highlighting how Out of Home has recovered pandemic and how the industry is now positioned for growth. Out of Home grew significantly from 2014, which is when oOh! listed, through to 2019. This was all about the initial digitization of screens, and it was against a backdrop where media and fragmentation was accelerating with other forms of media. And over that 2014 to 2019 period, the share growth of major agency spend increased by nearly 50%. As we know in 2020, COVID-19 had a disproportionate impact on Out of Home, and this was due to the significant restriction of audience movements in most environments. However, by the end of 2021, with a largely vaccinated population and a lifting of government restrictions, we saw an immediate audience and revenue rebound, and this was in the key formats of Road, Retail and Street Furniture. This, in turn, led to an acceleration of media spend and sector share gain in Q1 this year. And as we stand here today in Q2, the Out of Home industry is continuing to go from strength to strength. The sector's industry body, the OMA, now encompasses all of the key industry players. This demonstrates an intent to work together to advance the sector, and it leads to a consistency of approach to the planning, effectiveness and building of Out of Home such that has not existed in the recent past. So to summarize, the Out of Home media sector is returning to growth, and we can be very confident that Out of Home will continue to gain share of the overall media pie into the future. Let me now share some detail on our strategy and how we will harness this sector growth. Our strategy is focused on growth in 3 areas: growth in revenue, growth in margin and in delivering ROI. So in our first column on the left of this slide, we focus on delivering revenue growth. We continue to invest in our digital asset footprint and our investments in measurement at an industry level will continue. We recently launched MOVE 1.5 and are currently formulating MOVE 2.0, which will come online in 2024. And this is all about demonstrating the benefits of digital Out of Home and the absolute scale of the Out of Home sector against other media. The SME segment represents a significant and largely untapped opportunity for oOh!media. We are seeing strong growth within this category, which grew by 7% since 2019 Q1, and that compares to the overall business being back by 7%. And oOh!media commenced its programmatic revenue sales in both Australia and New Zealand in late 2021. Currently, this is a small but certainly growing new channel to market, which will add to our growth trajectory. On to the second column, and it's about margin expansion. Our fixed cost structure supports margin expansion as revenues grow. And the biggest single cost in our business is rent. 75% of our fixed rent base of $160 million is not directly linked to inflation. Our OpEx was $145 million in FY '21 and is subject to changes in inflation. Rate and occupancy management is a focus for the business, and we're building our capability in this area, again, another pillar for growth. We continue to apply a disciplined approach to commercial bids, ensuring that revenue growth delivers to the bottom line. Better workforce planning remains a strong focus so that we're able to continue to invest in the skills and capabilities to attract and retain the talent required to achieve our growth ambitions. And we're doing this through self-funding through efficiency measures or a reprioritization of resources wherever possible. And finally, on increasing ROI. Our capital investments are targeted to revenue growth and return on investment. The business has strong free cash flow generation. And as Tony mentioned, we reinstated the dividend in February in line with our dividend policy. And at the same time, we also indicated that the Board would continue to look at capital management strategies. As we know, an increasing share of the total advertising market is migrating to digital where Out of Home is incredibly well-placed. This digitization of Out of Home presents a far greater opportunity than just the conversion of a static image to a digital one. And this slide demonstrates the breadth of opportunity to engage advertisers in new ways using digital Out of Home. Digital brings the opportunity for superior targeting, for real-time messaging, for the delivery of content beyond advertisements, for interactivity through technology and a range of other benefits. And this makes digital Out of Home a high-impact experience for consumers, and therefore, for advertisers. This profound evolution of Out of Home is happening globally, and it's one of the reasons why Out of Home is so well-placed to increase its share of the overall media sector. oOh!media has led the industry with innovations, in particular, around data-led audience selling. And this remains a key part of our operating strategies. So in summary, our strategy is focused on oOh! being a more digital and a more digitized Out of Home business, generating enhanced leverage from our portfolio of existing assets and disciplined investments in building our assets and capability, and this will deliver our further growth. So let me conclude with an update on trading. Q1 revenue growth was 15%, up year-on-year, consistent with what was outlined in February. April paced slightly stronger at 18%. Although in May, we do expect some impact from the election as Out of Home generally does not benefit from elections versus other media, and that's due to landlord restrictions on some forms of political advertising. We had strong performances in Road, Street Furniture and Retail, pacing at 14% above 2019 as at April year-to-date. And we do continue to be impacted by some audience-led lags in Fly and Office portfolios, and these are performing at circa 35% of 2019 levels. On CapEx, like many businesses, we are impacted by some delays caused by freight and installation and severe weather along the East Coast and in addition to the timing of contract renewals and regulatory planning approvals. We currently anticipate CapEx to be at or below the low end of the $45 million to $55 million range for FY '22 that we provided in February. Before concluding my presentation, I would like to acknowledge and thank all of our team at oOh!media. We have a fantastic and dedicated team, which is fundamental, of course, to our business success. In particular, I want to acknowledge Sheila Lines and Noel Cook. After 4 years as our CFO, Sheila announced her intention to leave the business later this year. Sheila has made an outstanding contribution to oOh!. She was instrumental in steering us through the pandemic and strengthening our financial and competitive position. I've personally valued Sheila's counsel and her support since joining as CEO. And on behalf of everyone at oOh!, I wish Sheila every future success. Noel Cook, our Chief Commercial and Operations Officer, has announced his intention to depart the business after more than 30 years. And Noel is nothing short of an institution at oOh!. But after 3 decades, I do understand his desire to turn his considerable talents elsewhere. He has been instrumental in making oOh! what it is today, and I want to thank and congratulate Noel for such an outstanding tenure. I'm delighted that he will remain in the business until the end of June to support the transition to new leadership, and I wish him well with his future endeavors. Ladies and gentlemen, that concludes my address today. Thank you for your continuing support of oOh!media.

Thanks, Cathy. Our Notice of Meeting, the Notice of Meeting was duly given, and the meeting has been properly convened. So I will take the Notice of Meeting as read. In terms of voting, before moving on to the various resolutions to be considered today, for those here in person, I'd like to draw your attention to the voting and question procedures for today's meeting, which are shown on the screen. Please take a moment to read the slide. While shareholders attending in person read through the voting and question procedures here in North Sydney, I'll explain the procedure to those shareholders attending virtually. If you are joining virtually, please pay close attention to the slide currently on your screens. In order to vote or ask a question virtually during the meeting, you will have to register for a voting card. You can do this by clicking on the Get a Voting Card box. You will then need to enter your shareholder number and postcode or proxy number. Please note that only shareholders, proxy holders or shareholder company representatives may vote. Eligible shareholders will be able to cast their vote for, against or abstain for each resolution during the meeting. Once you finish voting on all resolutions you choose to vote on, you must submit your vote by clicking the Submit Vote or Submit Partial Vote button. You will be able to edit your votes by clicking the Edit Card until voting is closed at the end of the meeting. And you'll be given 5 minutes at the end of the meeting to finalize your voting. A countdown timer will appear so you know how much time is left to cast your vote. Once you have registered to vote, you will be able to ask a question during the meeting through the Ask a Question box. You'll be able to either select to ask a general question or ask a question on a specific resolution. You must select the Submit Question box to lodge your question. If you are asking multiple questions, please submit each question separately. I encourage shareholders attending virtually who have questions to send their questions through as soon as possible. If we answer your question during the meeting and you want to reply, please do so by asking a new question. We will attempt to answer all questions raised during the meeting, both in-person and through the online platform. But if the same or a similar question is received multiple times, we will only answer it once. Most of the questions received before the meeting have already been addressed in Cathy's CEO and my Chair addresses. Now is the time for shareholders to ask or submit any general questions. Questions relating to a specific resolution should be held until the relevant resolution. Are there any general questions? While we are addressing questions from those here in person, shareholders attending virtually should submit their questions now. Are there any questions? No?

There are no further questions online, too.

Thank you. We now come to the matters for formal consideration at the meeting today. The first item is the receipt and consideration of the financial reports of oOh!media Limited. This is not a resolution. The 2021 annual report contains the financial report, directors' report and the independent auditor's report. A copy of the annual report was made available on the company's website, loaded to the ASX and was sent electronically or in hard copy to shareholders. The financial statements have been approved by the directors and audited by KPMG. I will take the financial reports as read. I would like to invite shareholders to ask the auditor questions relevant to the conduct of the audit and the preparation and content of the auditor's report. To ask a question, please raise your yellow or blue cards now or submit any questions through the online platform. Are there any questions?

Chair, there are no questions online.

No questions. Thank you. If there are no questions, we'll move to the resolutions of the meeting. All the resolutions being put to this meeting are either on your yellow voting card or your virtual voting card. You will be able to vote on the resolutions at any stage during the meeting, but I will prompt you to record your votes throughout the meeting. For those voting through the online platform, once you are finished voting on all resolutions, you must submit your vote. Once submitted, you may still edit your votes until voting closes by selecting the Edit Card, and then resubmitting your voting card. To record your vote on a particular resolution, please select the for, against or abstain box against the relevant resolution on the yellow voting card if you're here in person or the virtual voting card if you're attending virtually. We will discuss and vote on each of the 5 resolutions in turn. In accordance with the company's constitution and as set out in the Notice of Meeting, as Chair, I have determined that voting on each of the resolutions will be conducted by a poll. The result of these polls will be declared and released to the ASX as soon as possible after the conclusion of the business of this meeting. The ordinary resolutions, Resolutions 1 to 4, require a majority of votes cast by members entitled to vote in favor to be passed, and the special resolution, Resolution 5, requires 75% of votes in favor cast by members entitled to vote to be passed. I now declare the poll open. Where the Chair has been appointed as proxy, the relevant Chair for each resolution intends to vote all undirected proxies in favor of each resolution. So Resolution 1 is the adoption of the remuneration report. The remuneration report was contained within the 2021 directors' report, which is available as part of the 2021 annual report provided to shareholders. Further details about the resolution are included in the explanatory memorandum that accompanied the Notice of Meeting. This vote is advisory only and is not binding on the company or the directors. The resolution and proxy votes are set out on the current slide. Please note, we will exclude any votes cast on Resolution 1 by or on behalf of any key management personnel or a closely related party whose remuneration details are included in the report. We will pause briefly to allow for questions on Resolution 1. Are there any questions?

Chair, there are no questions submitted online.

As there are no questions, I'll now put Resolution 1 to the meeting. Please now record your vote for Resolution 1 on the yellow or virtual voting card. [Voting]

I'll now hand over to Philippa Kelly as Chair for the next resolution as it relates to my reelection.

Good morning, and thank you, Tony. Resolution 2 is that Mr. Tony Faure, who is retiring in accordance with the company's constitution and being eligible, is reelected a Director of the company. The resolution and proxy votes are set out on the screen in front of you. And I'd now ask Tony to address the meeting about his election.

Thanks, Philippa. Thanks for the opportunity to speak. Look, I have been privileged to serve on this Board since 2014 when the company listed, and since 2017 as the Chair of the company. I'm proud of what the company has been able to achieve in that time. We've continued to grow. We've negotiated our way through a pandemic that nobody saw coming. And recently, we've managed to transition from Brendan Cook, our inspirational founder and leader, to Cathy as a new CEO. So I feel like we've been able to achieve a lot. Our focus has always been on increasing shareholder value through returning to growth, and that certainly remains the priority of the Board and for me personally. I'm also Chair of a listed company called ReadyTech and 2 private companies. But I hope that I've shown over that period that I have the time and the capacity to be able to continue to chair oOh!, and I want to add at the end, I have the passion to continue to chair oOh! because I do believe in the company, its mission and its purpose and its ability to create value for shareholders, staff and partners. So thank you very much, and I look forward to your support.

Are there any questions in relation to Tony's election?

Chair, there are no online questions.

Thank you. And none from the floor. So as there are no questions, I'll now put the resolution formally. The directors, with Tony Faure abstaining, unanimously recommend that the shareholders vote in favor of this resolution. As Chair for this resolution, I confirm that I intend to vote all undirected proxies in favor of the resolution. For those who haven't voted, please record your vote for Resolution 2 on the yellow or virtual voting. [Voting]

Thank you, and I'll now pass back to Tony Faure.

Thank you, Philippa. So on to Resolution 3, which is the election of Director, Joe Pollard. The resolution is that Joanne Pollard, who retires in accordance with the company's constitution and being eligible, is elected a director company. The resolution and proxy votes are set out on the screen. Joe will now address the meeting about her election.

Thank you, Tony, and good morning, fellow shareholders. I'm delighted to offer myself for election to the oOh!media Board, the Board of Directors. I've spent the vast majority of my 35 years in media and marketing across various roles in Australia, the U.K., the U.S. and Japan. It has been a unique experience as I've spent time on all sides of the media and marketing field, within media agency ecosystems, on the media owner side and being Head of Marketing in various companies on the client side. I started my career in a media agency at Mindshare, where I spent the first 12 years of my career understanding the fundamentals of media planning and buying. I held senior client roles as Group Executive of Media and Marketing at Telstra, and Global Media Director of Media, Digital and Content at Nike, Inc. A key highlight of that period of my career was leading major transformations, digitization and innovation projects. I've also been the CEO of Ninemsn, Sales and Marketing Director for PBL Media, which is now known as Nine Entertainment Co. and CEO of Publicis Mojo. As a media owner, I understand the importance of building, engaging audiences, commercializing content through excellent yield management and using technology to provide excellent customer service. As a nonexecutive director, I was a member of the Nine Entertainment Board when we took the company onto the ASX in 2013. I'm currently Nonexecutive Director on 2 other public Boards and 2 private Boards, but continue to have the time to contribute to oOh!media. I'm extremely passionate about the media industry and growth opportunities ahead for oOh!media. I look forward to your support today and working with the rest of my fellow members on the oOh!media Board into the future. Thank you.

Thanks, Joe. Are there any questions on Resolution 3?

Chair, there are no questions submitted online.

So since there are no questions, I'll put Resolution 3 to the meeting. The directors, with Joanne Pollard abstaining, unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote for Resolution 3 on the yellow or virtual voting cards. [Voting]

We'll now move to Resolution 4, which relates to the approval of the Managing Director's participation in the oOh!media equity incentive plan. The approval of shareholders is sought to permit Catherine O'Connor, oOh!media's Managing Director and CEO, to participate in the company's equity incentive plan by being allocated performance rights in the financial year commencing first of January 2022. The plan forms part of oOh!media's remuneration strategy. The resolution and proxy votes are set out on the screen. Are there any questions on Resolution 4?

Chair, there are no questions submitted online.

Thanks, Maria. There are no questions on Resolution 4, the directors, with Catherine O'Connor abstaining, unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote for Resolution 4 on the yellow or virtual voting card. [Voting]

Resolution 5 relates to the renewal of the proportional takeover provisions in the company's constitution. The approval of shareholders is sought to renew the proportional takeover provisions in Rule 6 of the company's constitution for a period of 3 years from the date of approval of this resolution. This is a special resolution, and as noted earlier, requires 75% of votes in favor cast by members entitled to vote to be passed. The resolution and proxy votes are set out on the screen behind me. Do we have any questions on Resolution 5?

Chair, there are no questions submitted online.

Thank you, Maria. As there are no questions, I now put Resolution 5 to the meeting. The directors unanimously recommend that shareholders vote in favor of this resolution. Please now record your vote for Resolution 5 on the yellow or virtual voting card. [Voting]

Have all shareholders who wish to vote in person done so? A representative from Link Market Services will now collect the voting cards for those here in person. And once all the cards are collected, the votes will be counted. Shareholders attending the meeting virtually, I'll remind you that they have 5 minutes after the meeting closes to submit their votes online. The results of the poll will be announced to the ASX later today. That concludes the business of the meeting. On behalf of the Board, I'd like to thank you all for your support and your attendance and participation in this meeting. And I now declare the meeting closed.