Service Stream Limited (SSM) Earnings Call Transcript & Summary
October 19, 2021
Earnings Call Speaker Segments
Brett Gallagher
executiveGood morning, ladies and gentlemen. I'm Brett Gallagher, the Chairman of Service Stream Limited, and it's my pleasure to welcome you to Service Stream's 2021 Annual General Meeting. I confirm that a quorum is present, and it's a pleasure that I declare the meeting open and formally welcome you to the Annual General Meeting of Service Stream Limited. Our agenda today, prior to the formal aspects of today's meeting, I'll take the opportunity to make some general remarks on the 2021 financial year. Following my remarks, the Managing Director, Leigh Mackender, will provide some further insights into the company's performance and the outlook. My address and Leigh's address were released on the ASX earlier today. After the Managing Director's presentation, we will move into the formal aspects of the meeting and respond to questions that have been raised through the Lumi platform, all received prior to the meeting. Attending today's AGM, with me in Melbourne head office today is the Managing Director, Leigh Mackender; our Chief Financial Officer, Linda Kow; Company Secretaries, Chris Chapman and Jamie O'Brien. Also joining us through the Zoom live webcast and available to answer your questions are my fellow directors. They are: Peter Dempsey, Independent Non-Executive Director and Chairman of the Remuneration and Nomination Committee; Deborah Page, Independent Non-Executive Director and Chairman of the Audit and Risk Committee; Greg Adcock, Independent Non-Executive Director and Chairman of the Sustainability Safety, Health and Environment Committee; Tom Coen, Non-Executive Director; Elizabeth Ward, Non-Executive Director. They're also joined on a Zoom live webcast by Trevor Johnson from our auditors, PricewaterhouseCoopers. Trevor will be able to answer questions during this meeting. Additionally, all the members of our Service Stream executive team are also online. Apologies, the company secretary has advised that no apologies have been received. The meeting overview. As advised in the Notice of Meeting, circumstances have dictated that we need to hold this meeting as a virtual meeting. So I thank you all for logging on and joining us today. As stated, today's meeting is being held online via by the Lumi platform. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to actively participate in the meeting and ask questions and submit votes. Whilst every effort has been made to ensure that today's AGM runs smoothly for our shareholders, if any technology issues do arise, a recording or a transcript of the meeting will be available on our website. As we have advised in recent ASX releases, the opportunity to ask questions is still available to shareholders and proxies. Questions can be submitted at any time, and I would encourage shareholders to submit their questions now. [Operator Instructions] For those shareholders who wish to ask a verbal question, an audio facility is available during this meeting. [Operator Instructions] You will listen to the meeting on this page while waiting to ask your question. If you have any issues in the system, please return to the Lumi platform. As our time is limited, each shareholder should restrict themselves to no more than 2 questions. If you have any difficulties voting or submitting questions, please consult the Lumi user guide, which can be accessed from the platform or linked to within our Notice of Meeting. Please note that while you can submit questions from now on, I will not address them until after the formal business of the meeting. Please also note that your questions may be moderated or, if we receive multiple questions on 1 topic, amalgamated together. Finally, due to time constraints, we may run out of time to answer all your questions. If there are unanswered questions on matters not substantially covered in today's meeting, including the Managing Director's presentation, we will publish responses in relation to those matters on our website. Just moving on to the voting process. Voting today will be conducted via way of poll on all of business, which, this year, comprise of 7 resolutions. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. At that time, you are eligible to vote at this meeting, a new voting tab will appear. Select this tab will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. I now declare voting open on all items of business. The polling icon will soon appear. Please submit your votes at any time. I'll give you a warning before I move to close the voting. I will now move to my address. Fellow shareholders. on behalf of the Board, I'd like to acknowledge the hard work and dedication of all Service Stream people, led by our Managing Director, Leigh Mackender, to achieve a solid -- sorry, to receive a solid financial result in 2021, particularly against the backdrop of the state government's snap lockdowns or border closures due to the COVID-19 pandemic. The Board is very pleased with the way in which management continues to navigate the business through uncertainties and the challenges posed by COVID-19. As always, the health and safety of our workforce and the communities in which we operate remains the #1 priority for the Board and management. The business continues to maintain industry-leading health and safety performance, and the Board remains committed to supporting management to uphold and drive the highest levels of safety performance. The welfare of our people, our community, our financial strength and the continuing operations of Service Stream are of paramount importance to the Board. Pleasingly, demand for our services has generally remained strong in FY '21. Service Stream continues to hold a healthy contracted pipeline of ongoing work across a blue chip client base. Management continues to work closely with our valued clients to ensure that we are able to continue to support their critical network infrastructure and provide certainty and continuity of our workforce, especially during the challenging COVID period. The recent announcement of Service Stream's acquisition of Lendlease Services Pty Limited is an expansion opportunity that aligns with the business strategy of diversifying revenues and expanding our delivery capabilities. On the completion of the acquisition, the business will diversify its operations into transport, industrial and parallel operations and maintenance activities while further bolstering its water, gas and telecommunications capabilities. The Board is excited by the opportunities the acquisition is expected to deliver the business, our clients and of course, our valued shareholders. Leigh will provide a further update on the status of the acquisition along with the business' current performance later in the meeting. Turning to our financial performance. Despite the challenges of COVID-19, a decline in NBN Co activations and the business coming off a record FY '20 result, the business delivered its third highest EBITDA from operations, record -- result on record. The result was underpinned by 11% increase in Comdain Infrastructure revenue, strong operating cash flows and the telecommunications division, renewing all 3 of its major telecommunications contracts during FY '21. The group's strong balance sheet, cash flow, liquidity provided the Board with the confidence to undertake the strategic acquisition of Lendlease Services. The transaction will support the growth and expansion of the business, diversify revenues, enhance current capabilities and expand the combined group's revenue opportunities. Importantly, the transaction will assist in attracting and retaining new and existing employee talent by offering broader career opportunities. Pleasingly, the placement and institutional entitlement offer and the retail offer undertaken to support the funding of the acquisition were strongly supported by new and existing retail, institutional and sophisticated investors from Australia and overseas. The placement and the institutional entitlement offer was oversubscribed by nearly 2.5x, while the total take-up rate from eligible shareholders, when including the oversubscription facility, were approximately 51%. This response confirms that investors recognize Service Stream's diversification as a necessary strategic shift and the essential nature of diversified revenues. We acknowledge that shareholders are now looking to see strong execution on integration of this acquisition. The Board is acutely aware of the fall in our share price over the past 12 months and the disappointment of some retail shareholders in the Board's decision to not declare a full year dividend. Consistent with our strategic plan and previous messages to shareholders, the Board and management remained focused on continuing to deliver strong, sustainable results for our shareholders. The Board remains of the view that this focus, along with the successful integration of Lendlease Services into the Service Group (sic) [ Service Stream ] group, will assist in delivering long-term growth and value to our shareholders. The Board is aware that many of our retail shareholders invest in Service Stream on the expectation that the company will return some of its earnings to shareholders via dividends. It was the Board's view to suspend the full year dividend in favor of supporting the capital raise and acquisition. Subject to business performance, the Board anticipates the resumption of dividends in FY '22. Board renewal. As I acknowledged at last year's AGM, with 3 long-standing directors on the Board, appropriate succession planning was, and remains, a key consideration for the Board. While the COVID-19 lockdowns have made succession planning process challenging, I'm delighted that Elizabeth Ward has agreed to join the Board in September of this year as a Non-Executive Director. Elizabeth brings to the Board extensive operational, contracting and commercial expertise gained across a diverse range of industries, including large-scale infrastructure, transport and telecommunications in both Australia and New Zealand. I, along with the rest of the directors, strongly support her election today. The appointment of Elizabeth as a Director of the company accords with our commitment to improve the composition of the Board to have at least 30% female representation. While further female representation on the Board will remain a key consideration in the implementation of our succession plan, I'm also aware of the importance in having the right skills, experience and sector knowledge among the directors to effectively govern the company and discharge its strategic objectives. This is of particular importance as the company seeks to integrate Lendlease Services into the group and expand its operations into new fields, such as transport and power lines. In FY '22, the Board will review its skills matrix to identify the necessary skills, experience required of the directors for Service Stream group having doubled in size. The review will also focus on the skills and experience required to ultimately succeed the 3 longstanding directors of Peter Dempsey, Deborah Page and me. I anticipate being in a position in 2022 to make further announcements in this regard to an orderly Board transition. At the 2020 AGM, the Board made the commitment to address some of the concerns raised by proxy advisers and shareholders in relation to the company's incentive plans, being, the long-term and short-term incentive plans. During the year, the Board proactively engaged with a selection of proxy advisers and shareholders to obtain feedback on proposed amendments to the incentive plans. The resulting changes to the incentive plans are detailed in our annual report and have been well received with all proxy advisers recommending a vote for the adoption of the remuneration report. In addition to the scheme changes, the Board has bolstered the disclosure of the company's remuneration structure and related performance in the annual report. The increased disclosure ensures that our shareholders have transparency in the determination and a reward at any of our incentive plans. The Board will continue to review the structure of the company's incentive plans to ensure they remain market competitive, encourage and reward management to take longer-term views of the business and drive the behaviors which ultimately deliver long-term sustainable value to our shareholders. Noting the challenges introduced by COVID-19 and the company's performance, the Board determined that other than the changes due to the superannuation guarantee, Board fees, executive management remuneration would remain unchanged for the second year in a row. With the advent of the Lendlease Services acquisition and the tightening of the available resources in the employment market, particularly in the infrastructure industry, in FY '22, the Board will engage external advisers to undertake a remuneration review to ensure that the company's remuneration structure remains competitive and can attract and retain key staff. Looking ahead, with the completion of the Lendlease Services acquisition imminent and the current state lockdowns to be lifted, the next 12 months will prove to be an exciting time for the company. The Board has every confidence in the executive team led by Leigh to successfully integrate Lendlease Services into the business, deliver the anticipated synergies and ensure we remain the essential services provider of choice by our valued clients. The business remains in a strong position to continue to grow its operations and diversify its revenue streams in the years ahead with the consolidated business offering broader capabilities to existing and new clients in current and adjacent markets. I would like to close by thanking my fellow directors and members of the Board for their contribution and commitment over the course of the challenging but successful year. Their dedication to continuing the growth and success of the company is considerable and greatly appreciated. I note that Deborah Page is seeking reelection today. I, along with the rest of the directors strongly value Deborah's contribution to the Board and unanimously support her reelection today. Finally, I'd also like to thank Leigh, his executive team and all our valued staff and contractors for their hard work and dedication during the year. Thank you. I'll now hand over to Leigh Mackender, Managing Director, to present to you a review of operations in the past 12 months and also a look into the future of Service Stream. Thanks, Leigh.
Leigh MacKender
executiveThank you, Chairman. Good morning, ladies and gentlemen. Firstly, I too wish to welcome and thank you all for joining us here today for the company's 2021 Annual General Meeting. As for the Chairman's introduction, I'll now run through a brief presentation. The content largely reflects the FY '21 full year results presentation that was released in August, but also includes an update with regards to the business' operations and most notably, the acquisition of Lendlease Services and the progress made over the last quarter. Following the formal business of the meeting, we've allocated time with a channel wide in the forum for questions. And during this time, I'll be happy to take any questions on the presentation content or wider business operations. So turning to key messages slide. FY '21 presented the business with a number of distinct challenges, but it was also a year in which Service Stream achieved several significant milestones. In terms of challenges, the first to note was certainly in relation to the unfolding COVID-19 pandemic and the unpredictable and constantly evolving landscape the business has needed to quickly respond and adapt to. In line with the Chairman's comments, I'd be proud of how the business has responded to that changing landscape. We've continued to support our clients' operations, and I'll provide further update on COVID-19 specifically later in the presentation. The second challenge is in relation to the reduced expenditure across our telecommunications sector. Revenue across our telecommunications operations reduced, particularly as a result of the initial phase of construction works with NBN's deployment winding down from historical peaks in FY '20 and activation or connection volumes, reducing in line with NBN's corporate plan. But despite these challenges, it's very pleasing that the year included several positive and significant milestones. I specifically call out the business successfully resecuring all major agreements with our clients that came to a natural term of going out to the market. These agreements provide a strong core earnings base across our telecommunications and utility divisions into the future. The group met the FY '21 guidance provided at the half year, and that was aligned to both consensus from a trading update provided by the business in June. As the nature of the revenues, particularly associated with telecommunications operations decline, the business was quick to react, adjust our cost base where possible, but also continue to ensure that we made measured investments in core systems to support operational delivery. And finally, we're excited to announce the acquisition of Lendlease Services from the Lendlease Group on 21 July. This marks what I believe is one of the most significant and exciting milestones in the company's history. As per the Chairman's introduction, the acquisition is certainly supported by a compelling strategic rationale and strongly aligns with the strategy that we've previously communicated to the market over recent years. So looking forward, I can say with confidence the future for Service Stream is very bright. The core markets we operate across utilities, telecommunications and shortly transportation, each hold very attractive attributes. The markets are all associated with a central infrastructure, which is utilized by millions of Australians each day and each of these markets are enhanced by significant private and public investment. The business supports a strong portfolio of blue-chip industrial clients and they reflect major asset owners, operators, government and government entities across the country. And the acquisition of Lendlease will certainly support the continued diversification of our group revenues, will enhance our capabilities and service offerings and assist in transforming Service Stream into a multi-network service provider. So overall, very pleased that despite some short-term challenges, the business has maintained a strong focus on the delivery and execution. We continue to partner and support our valued clients across the country. We've made solid progress in executing the business' strategy to support Service Stream's evolution and enhance future growth. Moving to the next slide now, group highlights. We have an overview of highlights in relation to our financial, operational and strategic performance. First, with regards to financial performance, the business reported EBITDA from operations of $80.1 million, which as stated earlier was in line with guidance provided at the half year. Strong cash flow generation was a particular standout during FY '21 period. The group generated operating cash flow before interest and taxation of $74.4 million, and that equated to an EBITDA of OCFBIT conversion rate of 99%. Our working capital continued to remain low at circa 2% of revenue, and those factors assisted the group's balance sheet to remain in a robust position and our ability to support the Lendlease Services transaction. Operational highlights over the period. The strong performance certainly needs to be noted around our workplace health and safety. We've seen improvements delivered across several key metrics, and I'll touch further on that as we go through the presentation in a few moments. Utility operations associated with Comdain Infrastructure business, which operates predominantly across the water and gas markets, experienced a strong period of growth. That was largely associated with the refresh of aging infrastructure and urban growth across the country. As stated earlier, the business successfully resecured all major telecommunication agreements that went out to market by our key clients. These included agreements with NBN, Telstra and Vodafone. And then as we commenced FY '22 financial year with a strong foundation of future contracted revenues across our portfolio, they exceeded $2 billion over their initial contract terms, and that excludes the extension options, which are available to our clients and often executed under each of the agreements. So as stated in my opening remarks. I'm very pleased that during FY '21, the business maintained our focus on executing our group strategy. Lendlease acquisition, which, as I mentioned, will significantly transform the business into the future. We kept our shareholders and stakeholders updated during the course of the last 18 months, [ advised ] that the business is assessing several promising opportunities, but would continue to take a measured and balanced approach to assessing what we believe represented the best fit aligned to our growth strategy and will provide benefit to Service Stream and our shareholders. I'll provide an update on the acquisition during the latter part of the presentation. We're very pleased with the progress that's been made over the last 3 months, and we anticipate completion occurring in November. And important to note, the group has also made significant advances in the areas of sustainability. We're very proud to release our third independent sustainability report, and that includes improved disclosure and details across a range of initiatives to support the business' continual improvement. Turning to the next slide, I'll briefly work through some of the key financial headlines relevant to FY '21. So as you can see here, group revenue for FY '21 was $804.2 million, representing a decrease of $124.9 million or 13.5% on FY '20. Again, FY '20 represented that peak year in terms of telecommunication revenues driven by the initial NBN construction project works and peak activation or connection volumes. We, of course, know that NBN is one of the major operators in the telecommunications market and a key customer to Service Stream are commencing a major network upgrade as they announced in September last year. We're very pleased that Lendlease Services have secured a large component of this initial deployment, which will add contribution to the group's revenues over the latter parts of FY '22, '23 and into '24. Below the line there, EBITDA from operations was $80.1 million, again, in line with guidance, but reflecting a corresponding decline from FY '20 equating to 25%. It's important to note that EBITDA from operations excludes M&A expenses and onetime restructuring costs, again, aligned to my prior comments. But again, this is in line with the announcement we released on 21 July. Adjusted NPAT was $38.9 million for the year, down in FY '20 by 33% or $19.8 million. But the group finished the year with a net cash position of $15.6 million, slightly down FY '20 of the $19.5 million in that prior period. And with respect to dividends as the company's announcement on 21 July, the Board did not declare a final dividend for FY '21, and that was to assist in funding the Lendlease Services acquisition. The Board do expect that dividends will resume post completion for the full year, and this is, of course, subject to continued business performance. Shifting gears now to the next slide, and we'll just review the group's safety performance. As for the company -- sorry, as for the Chairman's opening comments, Service Stream is very proud of the strong safety culture and the industry-leading performance, which has been delivered by the organization. Safety truly is one of Service Stream's core values and all that stuff across the business are incredibly proud of the strong safety culture and the leading performance being delivered by the organization. As you can see from the [ lag ] -- indicated performance graphs on the right-hand side of that page, FY '21 has ended another year of very strong performance, noting total recordable injury frequency rates continue to decrease and reach an all-new time low of 1.53. And the group's lost time injury rates also continue to maintain at very low levels. I'm extremely proud that this represents now 6 years of maintaining performance at or below 1x. But there's still more to do, and we continue to maintain a steadfast focus on driving continuing improvement across HSE performance. There are a range of activities and initiatives planned for the year ahead and particularly associated with the business' higher risk work activities. Turning now to Slide 14. I'm sure many have grown weary of the general COVID news flows that we're all exposed to. However, I believe it's really important to provide appropriate context of the areas we're seeing the business impacted. Many of these are due to the nature of operations for a national service provider with a significant field workforce, which consists of thousands of people operating across each state and territory. In line with prior business updates, our exposure to and the critical role of the business plays in supporting essential infrastructure networks has positioned us well to continue operating throughout the pandemic, and it has limited the impact of COVID and the lockdowns and restrictions across the business. Throughout FY '21, we did, however, continue to see the business impacted and that was most notably associated with restrictions on movement, both within individual states, but also travel across borders, the state governments entered and exited sporadic lockdowns. And also our proactive maintenance programs were pared back and they include work such as network upgrades, asset exchanges and inspection work as well as some construction works being delayed by our clients. While some of the programs have been impacted, the reactive or fault-based works has largely continued. Again, I'm incredibly proud of how the business has responded during what's been significantly challenging times. In particular, how we've been able to continue supporting our clients' operations through a large field workforce, which is operated in a safe manner with additional protocols and safety measures in place. In terms of the current Delta strain, which has largely impacted New South Wales and Victoria over the recent months, it's also important to note that, that does bear on other states as they, too, lockdown entry and restrict movement in and out of their jurisdictions. But as stated earlier, we continue to monitor the changing landscape and circumstances. We have experienced interruptions across those 2 states, in particular, associated with our utility operations as construction operations were stood down for several weeks. However, we've not seen a material financial impact to the group as the business was able to mitigate these across the broader business to date. We expect lockdown should diminish over the coming weeks and months. I'm very pleased to see that the increasing vaccination rates as well as several states now discussing the relaxation of border controls and restrictions over the near term. Moving now on to Slide 15, and I thought it was important to briefly touch on our ESG journey, our approach to sustainability as well as some of the recent milestones and achievements over the next 2 slides. I think we all appreciate that the focus on environmental, social and corporate governance is becoming an area of increased focus for all businesses, with shareholders and broader stakeholders assessing the company's performance and expecting improvements are driven across a wider area than just its financial results. This area, we're very pleased to release an updated report, outlined the business' sustainability-related performance over the last financial year. And that largely focuses around our 5 core columns or areas being health and safety, people, environment, community and governance. This year's report provides additional information and disclosure on each of these areas and is now being bolstered with a linkage between our corporate strategy and ESG approach. We undertook a detailed materiality assessment across Service Stream's major stakeholders to gain feedback on key ESG topics and priorities that are most relevant to this group in relation to the relationship with our business, and that really assists us to prioritize and refine our areas of focus as we move forward. The Board also outlines additional targets to support our commitment of continued improvement across each of those core pillars. Turning to the next slide. Service Stream is committed to implementing and maintaining long-term sustainable practices, continue to engage with stakeholders and we have a number of initiatives underway across the business, which I'm very confident will support further improvement in the year ahead. Whilst there've been many achievements worth noting over the last 12 months, I'm particularly proud of the group's HSE performance improvements, again, supported by our internal and external stakeholder feedback as one of the key material areas of focus for the business. The commencement of our battery hybrid vehicle trials, which the business is now working to expand across a larger portion of our fleet during the next year. Service Stream employees represent one of the business' greatest assets and, despite what's been a very challenging period in terms of COVID and the changing landscape, really pleased that our employment engagement was strong and showed positive improvement over the last period. The business has a number of improvement initiatives related to employee nonfinancial benefits, which will be launched throughout the year as we work to position Service Stream as an employer of choice and ensure we're able to attract and maintain key talent whilst also improving diversity. I'd encourage our investors to visit Service Stream's website where you can find a copy of the latest sustainability report, and it can be downloaded. Moving now to the next slide, and I'll provide an update in relation to the Lendlease Services acquisition, we'll direct you to Slide 18. As previously outlined, the acquisition is supported by a compelling strategic rationale and strongly aligns with Service Stream's strategy, which has been focused on diversifying revenues, enhancing our capabilities and service offerings and expanding our addressable markets. The acquisition is highly complementary and will support Service Stream's transition into a multi-network service provider with broad access to the maintenance of essential infrastructure across the country. Specifically, Lendlease Services will add a new transportation division, providing operations and maintenance services to major public and private road owners; will enhance our existing utility operations with electricity, water maintenance and industrial service capabilities; and will add depth and specialist design and construction capabilities to our existing telecommunications operations. The diversification of the group revenues will assist in Service Stream's exposure to any one particular market segment that aligns on individual client or a specific program of work into the future. Business will, of course, continue to support and partner with an expanded portfolio of blue-chip industrial clients and they reflect major asset owners, operators, government and government entities across the country. Finally, we have identified and are very confident of realizing what I believe is a measured yet meaningful level of synergies across the combined group. Moving to Slide 20. I'm very pleased with the progress that's being made, albeit over the last 3 months since announcing the transaction on 21 July. Each business has engaged with Lendlease Services' key clients and really pleased to see that we've received positive feedback on the transaction and strong support for the change of control requirements across key contracts. On the back of this, we are very pleased to announce that we do anticipate completion occurring in November. The business has steadily increased engagement with Lendlease Services' personnel to enjoy -- come together as a consolidated business, continue to support and maintain continuity from day 1 across all of our clients' operations, that really is our major focus. In terms of the integration synergy program, the integration team continues to appoint key resource, be further complemented with additional subject matter experts from across each of the businesses over the coming weeks as we mobilize our operations. Both teams have been able to further validate our estimated synergies program, in line of my earlier comments, and remain very confident that they will be delivered, and we expect benefits to ramp largely from half 2 next year -- or sorry, first half of calendar year '22 as we conclude the year-end break. Moving to the next slide, and we just provide some insight into the combined group's future state. A couple of points to note here. Service Stream's future markets will obviously expand from what is currently focused across telecommunications and utilities. And that will include a third division, which services transportation infrastructure. These markets will reflect the group's future state reporting segments. The services provided by the business will still certainly focus on the design, construction, operations and maintenance of critical infrastructure across those networks. And Lendlease particularly will increase the scale and depth of our operation and maintenance capabilities, which is aligned to their core skill sets and service offerings that will bolster our annuity-style revenues. [ Lendlease ] will leverage the combined skills and experience of a highly capable team, and we have an employee base of approximately 4,500 individuals as well as access to a broader pool of specialist subcontractors. And finally, Lendlease Services will provide additional client contracts and a strong pipeline of secured revenues with the combined group's current contract pipeline from FY '22 forward at approximately $5.8 billion in future works. As always, this is again, of course, subject to work volumes and mix, but is a particular position of strength and provides confidence over future years. The next slide provides some insight into the group's addressable markets as part of the growing Australian maintenance sector. I won't go into great detail here. But as we consider the enhanced capabilities and additional service offerings possessed by the business, we can gain insight into that broader sectors that the group will operate across into the future. Markets are very attractive in terms of their size, the blue-chip client base and the growing expenditure. We're, of course, excited about several aspects, including our increased exposure to the electricity sector. It's a market that we've operated across for many years, but have not held the required capabilities to support a broader distribution infrastructure, the poles and wires, et cetera, as Lendlease Services currently do. The transport sector is a significant market and provides a great opportunity for the business as it will continue to benefit from increased investment by government and private road owners and operators across the country. And the industrial sector is another new market for our business, which Lendlease Services have a whole long history of operating within. It provides support to major industry with a routine maintenance and shutdown and that reflects an attractive sector where the business can explore additional growth opportunities into the future. We generally see a steady increase in the rate of outsourcing across each of those sectors we're exposed to, and growth has been driven by several factors, but predominantly changes in technology, the aging asset base, coupled with urban growth. And finally, moving to the last slide in my presentation, which provides a trading update and group outlook for FY '22. Business is very pleased to report the year-to-date trading across Service Streams stand-alone business has been in line with our expectations. Businesses experienced slightly strong work volumes across our telecommunications operations, and that is assisted in offsetting lower contributions from utility operations, which has been impacted by those recent COVID-related events, and in particular, the construction-based lockdowns across New South Wales and Victoria, both which have now resumed, but are operating at reduced capacity. The group's guidance remains unchanged from our release on 21 July. We expect pro forma FY '22 EBITDA from operations that, being, pro forma as if the transaction had completed on 1 July, of $120 million to $125 million. However, it's important to note that, that is inclusive of the full run rate of the synergies of $17 million, which we identified, and that will be delivered over a 2-year program. Service Stream's FY '22 stand-alone earnings are expected to rebase below FY '21. Again, that's in line with the telecommunication contracts that have been secured over the prior 12 months and importantly in line with the guidance we've provided over the last 6 to 9 months. Lendlease Services has experienced a slight ramp up of some of the new projects during the first quarter, but importantly, our full year FY '22 earning expectations have been maintained. Finally, in relation to COVID-19, you can confirm in line with my prior comments that the Delta outbreak has interrupted some of the group's operations, most notably across the utility division. We expect lockdown should diminish over the coming weeks of this calendar year and encouraged by increasing vaccination rates across the country as well as recent discussions on the relaxation of some restrictions across states, which have been most impacted. I, too, wish to recognize the contribution of our employees across the country who have consistently delivered for our business over what has been a challenging 12 months. I'd also like to acknowledge the leadership and support from our Chairman and Board of Directors, which is greatly appreciated. And I'll now hand back to you, Chairman, to continue with the meeting.
Brett Gallagher
executiveThank you, Leigh. I'll now move to the formal business of the meeting. At the conclusion of which, we'll respond to questions that have been submitted by the Lumi platform or received prior to the commencement of today's AGM. I reiterate that all directors, our Chief Financial Officer, and our auditor are available to answer your questions. Moving to the next slide. The Notice of Meeting was distributed to all shareholders on the 16th of September 2021, and copies are also available from our website. I take the Notice of Meeting as read. The minutes from the previous Annual General Meeting held on the 21st of October 2020 were approved by the Board and signed by me. [indiscernible] inspect those minutes, a copy is available from the registered office for that purpose. Now to the advertised business outlined in the Notice of Meeting. There are 7 items of general business as stated in the Notice of Meeting on the proxy form. I, as Chairman, will be voting all undirected proxies in favor of each item of business. Section 317 of the Corporations Act requires directors of a public company to lay before the Annual General Meeting, the financial report, the director's report and the auditor's report for the year ended 30 June 2021. So the company have received these documents, I'll now move on to the items of general business. The proxy position on all resolutions will be shown on the screen once I've put the resolutions to shareholders. Moving on to the resolution 1. Item 1 on the agenda is the adoption of the company's remuneration report. Under the Corporations Act, listed companies are required to include as part of their directors' report, our remuneration report, which includes specified information. The directors have prepared a remuneration report on Pages 15 to 33 of the 2021 annual report. The Act also requires companies to put to shareholders a nonbinding vote to adopt the report. I ask that members consider and, if thought fit, pass the following resolution as an ordinary resolution, that the remuneration report for the year ended 30 June 2021 be adopted. We will now show the proxy position in relation to resolution 1 on your screen. Okay. I'll now hand -- for resolution 2, I'll now hand over to Peter Dempsey, Chair of the Remuneration and Nomination Committee, to speak about that item. Peter?
Peter Dempsey
executiveThanks, Chairman. Welcome, everyone. Item 2 is the reelection of Brett Gallagher. As stated in the Notice of Meeting, the company's constitution requires that at each AGM of the company, no director holds a term for greater than 3 years without reelection. It has been 3 years since Brett Gallagher was last elected. Before I proceed to the resolution, I'll say a few words on Brett's reelection. Brett has been Chairman of the Board since 2015, is a significant shareholder who was invested in the company's continued growth in both revenue and profit. Brett is a valuable member of the Board and has been instrumental in the expansion and growth of the business. I note that all directors recommend the reelection of Brett. I ask that members consider and, if thought fit, pass the following resolution as an ordinary resolution that Brett Gallagher, who retires by rotation in accordance with rule 7.1(f) of the company's constitution and, being eligible, stands for reelection be reelected as a Director of the company. We'll now display the proxy position in relation to resolution 2. Back to you, Brett. Thank you.
Brett Gallagher
executiveThank you, Peter. We'll move now on to item 3 on the agenda, which is the reelection of Deborah Page AM. As stated in the Notice of Meeting, the company's constitution requires that at each AGM of the company, no director holds a term for greater than 3 years without reelection. It has been 3 years since Deborah Page was last elected. Before I proceed to the resolution, I'll just say a few words on Debbie's reelection. Debbie is a valued member of the Board and an excellent Chair of our Audit and Risk Committee, a significant corporate finance, accounting, audit and M&A and governance expertise is an asset to the Board and the company. Debbie has made and continues to make a valuable contribution to the Board, and I note that I, and all other directors, recommend the reelection of Debbie. I ask that members consider and, if thought fit, pass the following resolution as an ordinary resolution. Deborah Page who retires by rotation in accordance with rule 7.1(f) of the company's constitution and, being eligible, stands for reelection be reelected as a Director of the company. I'll now display the proxy position in relation to resolution 3. Okay. Moving on to item 4 on the agenda is the election of Elizabeth Ward. Also stated in the Notice of Meeting, the company's constitution requires that at each AGM of the company, a director of the company who has been appointed since the last AGM be elected as a director of the company. Before I proceed to the resolution, I'll say a few words on Elizabeth's appointment and election. I'm very pleased that Elizabeth's recent appointment to the Board, her knowledge of the contract environments in the sectors in which the company operates and extensive experience as CEO and senior executive across a diverse range of industries will enable her to make an excellent contribution to the Board. I, and all other directors recommend the election of Elizabeth. And I ask that members consider and, if thought fit, pass the following resolution as an ordinary resolution; that Elizabeth Ward who have been appointed as a Director of the company in accordance with Rule 7.1(d) of the company's constitution since the last Annual General Meeting be elected as a Director of the company in accordance with rule 7.1(c)(2) of the company's constitution. We'll now display the proxy position in relation to item 4. Okay. Moving now on to item 5. The acquisition -- item 5 on the agenda is the acquisition of securities by Leigh Mackender under the FY '22 tranche of the company's long-term incentive plan. Rule 10.14 of the ASX Listing Rules states that an entity must not permit a director to acquire securities under an employee incentive scheme without the shareholder approval. Subject to this approval, it is proposed that Leigh Mackender will acquire 793,618 performance rights under the terms of the FY '22 LTIP tranche. The Notice of Meeting contains extensive information about the long-term incentive plan. And importantly, Mr. Mackender will not receive any shares unless uncertain earnings per share and total shareholder return targets are met which benefit all shareholders. So I ask that members consider and, if thought fit, pass the following resolution as an ordinary resolution that: the acquisition by Leigh Mackender of 793,618 performance rights under the FY '22 tranche of the company's long-term incentive plan and up to 793,618 fully paid shares in the company underlying, and is issued in accordance with the terms of those performance rights on the terms summarized in the explanatory statement accompanying the Notice of this Meeting be approved for the purpose of rule 10.14 of the ASX Listing Rules and for all other purposes. I'll now display the proxy position in relation to resolution 5. Moving on to item 6 on the agenda is the refresh of placement capacity. Resolution 6. ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the number of fully paid ordinary securities it had on issue at the start of that period. The placement relating to the acquisition of Lendlease Services did not fit within any of the exceptions. As it has not been approved by the company's shareholders, the placement used up part of the company's 15% limit under the ASX Ruling 7.1. This reduces the company's capacity to issue further equity securities without shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the issue date. ASX Listing Rule 7.4 allows shareholders of a listed company to approve an issue of equity securities after it has been made. If they do so, the issue is taken to have been approved under Listing Rule 7.4 (sic) [ 7.1 ] and does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule. The company wishes to retain flexibility to issue additional equity securities in the 12-month period following the issue date without having to obtain shareholder approval within the 15% annual limit for such issues under the ASX Listing Rule 7.1. To this end, the resolution seeks shareholder approval for the placement under and for the purposes of ASX Listing Rule 7.4. If this resolution is passed, the placement will be excluded in calculating the company's 15% limit in the ASX Listing Rule 7.1 effectively, increasing the number of equities it can issue without shareholder approval over the next 12-month period following the issue date. So I ask that members consider and, if thought fit, pass the following resolution as an ordinary resolution that: the issue of 68,757,806 fully paid ordinary shares, which were issued by the company under the institutional placement announced to the ASX on the 21st of July 2021 be approved for the purposes of Rule 7.4 of the ASX Listing Rules and for all other purposes. I will now display the proxy position in relation to resolution 6. Moving on to resolution 7, our final resolution. Resolution 7 is in connection with the proposed resolution of the company to approve the giving of financial assistance by each of the Lendlease Services Pty Limited, Westlink (Services) Pty Limited and Enersafe Pty Limited within the meaning of section 260A of the Corporations Act. It is proposed that the giving by each entity of financial assistance in connection with the Lendlease Services transaction be approved by shareholders of the company passing the financial assistance resolutions pursuant to section 260B(2) of the Corporations Act. Shareholders of the company may vote either for or against the financial assistance resolution. The financial assistance resolution will be passed if at least 75% of shareholders of the company entitled to vote on the financial assistance resolution vote in favor of this resolution. So I ask that members consider and, if thought fit, pass the following resolution as a special resolution that: pursuant to and in accordance with section 260B(2) of the Corporations Act 2001 and for all other purposes, approval is given for each of the Lendlease Services Pty Limited, Westlink (Services) Pty Limited and Enersafe Pty Limited, each a Lendlease Services entity, to give financial assistance as described in Pages 18 to 21 of the explanatory statement; and each Lendlease Services entity may enter into and give effect to the documents required to implement the financial assistance as described in Page 22 of the explanatory statement. I will now display the proxy position in relation to the final resolution 7. Okay. We will now display the proxy positions on all resolutions. The provisional results of the voting for all resolutions indicate that all resolutions passed. I will now open the meeting to questions.
Brett Gallagher
executiveI'll start by reading out some questions that we received prior to the meeting by Christine Haydon representing Australian Shareholders' Association. The questions were -- questions and comments. Question one, "We congratulate the Board on the appointment of a female director, Elizabeth -- Ms. Elizabeth Ward. Please tell us what other initiatives Service Stream are implementing in regard to the low 21% female and climate rate?" I think as stated in our sustainability report, the company is committed to attracting and retaining and developing a gender diverse talent pool. Our management continue to develop and lead programs such as Aspire and Inspire internal programs, which attract a gender diverse and particularly female cohort in addition to internships. I'll hand over to Leigh over to -- Leigh maybe to answer the second question.
Leigh MacKender
executiveThank you, Mr. Chairman. The second question is, "Acknowledging the work that has been completed on the sustainability report. Net zero 2050 presents Service Stream with more business opportunities together with Lendlease Services acquisition. How is net zero being target and do KPIs flow right for the business?" Probably reference my comments earlier, I've covered quite a bit in terms of ESG. Service Stream doesn't currently have specific targets in relation to being net zero by 2050. As per the presentation and my comments, the business acknowledges the importance of improving ESG performance. That includes the impact on the environment and includes setting prudent goals and targets moving forward. At present, our report details targets in relation to 2025 and 2030. But in line with my comments, we'll continue to review and assess the appropriateness of these and consider what other targets may be relevant as we look towards 2050 and progresses to the future. Perversely, the move also -- sorry, conversely, it also provides opportunities for our business in terms of the installation and maintenance of critical infrastructure, particularly around aspects such as solar PV, battery storage, installation, et cetera, as we transition over to more of those technologies.
Brett Gallagher
executiveThank you, Leigh. And I'll just finish the Australian Shareholders' Association's questions with question 3. "Service Stream has made a number of positive changes to its remuneration scheme in FY '22. Will you consider this 50% of the STI payment to the managing director remaining equity rather than cash and that the remuneration table is shown as actual amounts received rather than statutory?" Just in answering that question, we -- the Board continue to liaise with proxy advisers and experts in view of remuneration to make sure that we are in the market when it comes to incentive payments, particularly to our managing director and the executive team. I will note that in the previous past 5 years, all of our managing directors, STI payments have been in shares. So this year is really being the first year that -- or actually the second year that there's been a split. And we have, I guess, established that split in consultation with the market, proxy advisers and investors. I hope that answers those questions from the Australian Shareholders' Association. I'll now go through -- there's a number of other questions that we have received during our annual report -- AGM. First question from [ J&J Roger's Investments ], "How [indiscernible] is the addressable market for 5G rollout? And over what period do you anticipate the construction period to span? Is Service Stream adequately prepared to capture a good portion of this? And what are we doing to ensure this is?" I must pass this quick -- turn it over to our Managing Director.
Leigh MacKender
executiveThanks, Mr. Chairman. It's a question that Linda and I get often. Well, certainly, I think Service Stream is very well prepared to capture revenue associated with 5G, and we are capturing revenue today in our wireless areas associated with the deployment of 5G infrastructure. How we do that is through agreements. Those agreements are with Telstra. We have agreements with Vodafone. And as we come together with Lendlease Services, they have an agreement with Optus. And each of those supports the deployment and maintenance of that wise infrastructure. I'm always cautious in pointing out, though, but it remains very difficult for us to forecast work volumes in this area. Understandably, our clients don't always share with us their plans around the capital expenditure programs, the timing of those, et cetera, but we are well positioned with those contracts on foot. And historically, our business has played a major role. Over the last 12 months, as you would have seen from our accounts, we saw roughly $60 million wireless revenue, but it's a low watermark for us. But again, I think moving forward, we have certainly the contracts in place to allow that work to flow into the business if our clients continue to deploy or deploy it at a more rapid pace.
Brett Gallagher
executiveThank you, Leigh. Next question is from Mr. [ Ronald Alexander Slater ], "Would Service Stream consider the future by seeking possible expansion to overseas areas?" Leigh?
Leigh MacKender
executiveThanks, [ Ron ], for the question. Look, at this stage, no. We certainly, as you have seen from my presentation, I think we have a number of exciting opportunities in a growing infrastructure market in Australia. I'm conscious of how many businesses we see, believe that they can adopt what they do here and take it overseas and have a number of challenges. So I think, certainly, over the next short and medium term, I can see a lot of opportunities for us here domestically and don't think that we need to consider expanding overseas.
Brett Gallagher
executiveThanks, Leigh. [ Restol Proprietary Limited ], a question, "What is the split between full-time employees and contractors? Is there any pressure on the contracting model?"
Leigh MacKender
executiveWe probably have -- or as I said in my presentation here, and the numbers of course do [ fluctuate ]. We've got about 4,500 employees operating across the combined business when we cater to Service Stream and Lendlease coming together. Our contracted numbers also fluctuate, but off the top of my head at the moment, I think we've got about 3,500 to 4,000 contractors, which are registered with and able to undertake work with the business. They're not working each day, but they are reached and approved to undertake works across each of the 3 major divisions. In terms of pressure, we're not seeing significant pressure at the moment in terms of our contracting space. We've started to see some increased pressure in terms of wages probably over the last couple of months. That's been more associated with construction-based roles, I think in project managers, construction, supervisors, et cetera. And I think that's also been exacerbated by the fact that we've had state borders up and restrictions, we've not been able to fly resource in and out and move it around states. So I am expecting that will probably ease into the future, but that's probably the area we're seeing the most impact.
Brett Gallagher
executiveThanks, Leigh. Next question from [ Sam Trading Solutions Proprietary Limited ], "Do I understand you correctly, dividends will not be paid until FY '22, which means no interim dividend will be paid in April '22?" Look, the Board certainly understands the importance of dividends to our shareholders, particularly those retail shareholders. We don't take and we didn't take the freezing or pausing of the dividends lightly at the year-end. But in light of our acquisition and the capital management, we thought it was a prudent decision to take. As I indicated in my address to shareholders that, subject to the business' performance, we do look to reengage dividends in FY '22. One final question here, which is from CJL&ST Holdings Pty Limited. "To our CFO, accrued revenue at $88 million remains a significant item on the balance sheet. Could the CFO or auditor explain the nature of this item with particular focus on the recoverability and its likely trajectory over the next year or 2?"
Linda Kow
executiveNo problem. Thanks, Chair. Accrued revenue represents the value of work that's being performed by Service Stream that has yet -- not yet been invoiced to the client. This arises either due to, firstly, that the activity has not reached to billing point for the contract. Or secondly, we haven't quite yet received the necessary sign-offs and certifications from our customers through the provisions of items such as artifacts that enable the invoicing to proceed. It should be noted that we only recognize revenue in accordance with AASB 15, which is we recognize revenue when it's highly probable that it might be reversed. And if we take a step back and have a look at our balance of $88 million, it's actually $14 million lower than the year prior. And that really just reflects the movement in our work mix. So that reduction reflects, for example, the reduction in telco volumes and hence, the commensurate work in progress at a point in time. That has been offset by increased work in progress across our utilities business with the revenue growth in Comdain.
Brett Gallagher
executiveThank you, Linda. That looks like concludes all the questions that we have. So if there are no more questions, then, ladies and gentlemen, that concludes our discussion on the items of business. In a couple of minutes, I will close the voting system. Please ensure that you have cast all your votes on all resolutions. I will now pause to allow you time to finalize those votes. [Voting]
Brett Gallagher
executiveOkay. Ladies and gentlemen, voting is now closed. I thank you all for your attendance and have a nice day. Thank you.
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