SGH Limited (SGH) Earnings Call Transcript & Summary

Well, good morning, all. My name is Terry Davis, I'm the Chairman of SGH. And on behalf of the group, I'd like to welcome you all to the 2024 AGM. There is a quorum present, and I'm pleased to declare this meeting open. First of all, SGH is one of Australia's leading diversified operating businesses with a market capitalization of over $17 billion. We're an ASX 100 company with free float capitalization approaching ASX 50 levels, reflecting SGH's prominent position in the Australian industrial energy landscape. Our wholly-owned market-leading industrials, WesTrac, Boral and Coates have leadership positions in their respective sectors and privileged assets that serve as a defendable competitive advantage for us. SGH's disciplined operating model is centered around efficiently allocating capital, disciplined execution and above all, accountability. The efficiency of the model is highlighted by our 18% compound annual EBIT growth and top decile total shareholder returns over the past decade. That is a fantastic performance. It has also supported SGH to deliver over 14 years of stable and growing dividends, which were increased by 30% to $0.30 per share in the second half of FY '24. This increase brought our full year dividends to $0.53 fully franked, and we have sufficient franking credits to ensure dividends will be fully franked for some time to come. SGH has focused our incremental capital allocation into mining production, infrastructure and construction and energy. The demand tailwinds in these sectors have supported our outperformance and core plus earnings profile. We've recently reviewed and evolved these thematics to ensure they continue to deliver effectively, which Ryan will speak to you shortly. As to our Board of Directors, we have a very strong Board of committed nonexecutive directors. Their diverse and extensive professional experience and deep understanding of our business has helped underpinned our governance and strategic direction. On the stage, I'm joined by MD and CEO, Ryan Stokes; Non-executive Directors, Rachel Argaman; Annabelle Chaplain, Kate Farrar, Mark Johnson, Chris Mackay and David McEvoy. Richard Uechtritz and Warwick Smith. Also joining us is Warren Coatsworth, our Company Secretary; and representatives from our auditors, Deloitte. I want to take this opportunity to thank my Board colleagues for their support, their guidance and commitment over the past year. But now I'd like to particularly recognize Richard Uechtritz's outstanding service to our Board and company.. Richard has decided to retire from the Board at the end of this meeting, having completed 3 years since his last reelection. He has been a valuable member of the SGH Board for more than 14 years since the formation of SGH in 2010. He's former Chairman of the Rem and Nominations Committee and is Chairman of the Independent Related Party Committee. He's brought over 30 years' experience in retailing and building businesses. His success as an entrepreneur, coupled with his proven ability to work with private equity and lead strategic pivots provided him a unique skill set to support the establishment and the ongoing evolution of SGH. So we wish Richard very well. and look forward in his future endeavors to following the Social Ventures fund supported by his foundation. On behalf of our Board and all our staff, I thank Richard for his exceptional contribution to the company. Now with Richard leaving us, we have appointed Mark Johnson to the board, and he offers himself for election for -- by vote today. Welcome, Mark. Having previously served on the Board of Boral, Mark is a highly credentialed company Director and corporate executive with deep sector experience across resources, industrial products, engineering and construction and property. He brings to the Board a strong knowledge and business acumen in the areas of strategy development and execution, change management, operational excellence and corporate governance. He is a trained accountant and has served as a Director of SGH since September '24, where he is a member of the Audit and Risk Committee and the independent related Party Committee. He is also a Non-Executive Director of the Goodman Group, Aurecon, Metcash and Sydney Airport Limited. Since our formation in 2010, SGH has undergone a strategic evolution from the formation of SGH Energy in 2014 to the staged acquisition that led to full ownership in Coates and Boral, SGH is now one of Australia's most prominent diversified operating businesses. Our diversity, combined with our disciplined operating and capital allocation models has helped us deliver outperformance over the past decade. So continuing this evolution, we will vote today to formally change our company name from Seven Group Holdings to SGH. The proposed change aligns our company name with the evolved nature of our core operations. It also maintains a strong connection to our heritage while orienting us towards an industrial-focused future. Aligned with the name change, our website will be updated to sghl.com.au and our ASX ticker will change from SVW to SGH. We expect the ticker change to become effective next week, and we will notify the market when it occurs. Turning to decarbonization. The acquisition of Boral has warranted a review and alignment of our decarbonization targets. This review was necessary to ensure our targets remain appropriate and in the best interest of all our stakeholders. At Boral, we have updated our plan to target a 30% emission intensity reduction by FY '30 relative to our FY '20 base year. At WesTrac and Coates, we have updated to target a 40% reduction in that same metric. For SGH, our ambition is still to achieve net zero by 2050. But it is important to note that decarbonization isn't the sole metric of the good a company can do in terms of sustainability. And SGH plays a vital role in the circular economy and our customers' decarbonization efforts, which Ryan will elaborate on. And with that, I'll now hand you over to Ryan. Thank you.

Thank you, Terry. I'd like to extend my welcome to shareholders both in the room and joining us via webcast. SGH has over 14,000 team members across 3 operated and 2 non-operated businesses. Our company is led by detailed-orientated executives that personify the owner's mindset and the accountable performance culture it demands. SGH's consistent outperformance has been supported by our focus on disciplined execution and capital allocation into 3 strategic growth sectors: mining production, infrastructure and construction and transitional energy. This is where we have identified long-term demand tailwinds and chosen to deploy incremental capital. In mining production, commodity export volumes continued to grow in FY '24 and are expected to remain strong in our core bulk commodities through this decade and beyond. This positive production outlook is echoed in the committed resource project pipeline of $77 billion, the majority of which sits within WesTrac territories. The $1.7 trillion infrastructure and construction outlook is robust. In residential, the medium- to long-term outlook is supported by a positive macro thematics such as population growth and the circa 50% increase from the current dwelling commencement levels required to meet the government's national housing accord. In transitional energy, gas is positioned as a key component of Australia's energy mix. Gas will play an increasingly critical role in stabilizing the energy grid as variable renewable energy penetration increases. With growing demand and tightening supply, Beach and SGH Energy have an important role to play in supplying gas through strategically located assets connected to East and West Coast markets. Our investment into these 3 sectors has been consistent for over 7 years and has underpinned our 18% EBIT CAGR over the past decade. While these thematics do continue to present opportunities and long-term demand tailwinds, we are evolving and simplifying these themes in FY '25 to industrial and energy. This change better reflects our long-term sectoral demand outlook and where we will look to deploy incremental capital going forward to maximize growth and returns to stakeholders. Through FY '25, our focus is to continue to deleverage through the strong operating cash flow of our Industrial Services businesses. The evolution of SGH has been underpinned by our purpose, objective and values and delivered through our disciplined operating model. Our purpose remains a consistent driving force to recognize and serve exceptional businesses while meeting our objective of maximizing returns to stakeholders through long-term sustainable value creation. We support this objective of our 4 values: respect, owner's mindset, courage and agility. Of those, owner's mindset is seminal for SGH, and it features heavily in our disciplined operating model. The operating model is centered on accountability and scalability and has 4 core characteristics. First, each of our businesses has a dedicated Board structure, ensuring accountability for the delivery of results. Second, decision-making is pushed towards a frontline wherever possible, fostering a lean, empowered workforce with accountability at all levels. Third, we focus on execution and growth, integrating the owner's mindset into our operating cadence. And fourth, our lean operating structure and focus on accountability make SGH inherently scalable. These characteristics underpin our success and drive a culture of performance where every member of the team understands their role in delivering results. Disciplined capital allocation is an enabler of how SGH delivers value. This slide outlines our approach to capital allocation in action. For SGH, it is all focused on how we effectively use our capital base to deliver superior returns over the long term. Our structure allows us to preferentially invest across our portfolio of businesses or into new opportunities where we see the strongest opportunity for risk-adjusted weighted return. Our incremental capital allocation is focused on Australia and is governed by the thematic exposures mentioned earlier, where we have identified high-quality businesses with long-term structural demand tailwinds. SGH's highly cash-generative industrial businesses give us the ability to take on leverage and delever quickly through operating cash flow. And we can do that at investment-grade pricing given our core plus earnings profile. The cost of that leverage is well below our long-run EPS growth, so it can be utilized to amplify return on equity. We complement that financial leverage with operating leverage and our focus on disciplined execution and continuous improvement supports our businesses to consistently outperform. This financial and operating leverage and growth optionality have supported the delivery of consistent top decile shareholder returns over the past decade. We achieved a 26% improvement in both LTIFR and TRIFR in FY '24. We accomplished this through a focus on visible safety leadership, accountability and enhanced safety practices. In sustainability, WesTrac is working to commission the first battery electric large mining truck in Western Australia to be deployed into pilot operations with BHP and Rio Tinto in the Pilbara. Boral has made significant progress, increasing the use of alternate fuels at our Berrima facility to 30% following the completion of the Berrima chlorine bypass. At Beach, we achieved an important milestone with the first CO2 injection at the Moomba CCS project, which will be a globally significant development once fully operational by the end of this year. SGH's operations are inherently circular with WesTrac providing machine and component rebuilds, Boral increasing construction and demolition waste recycling and Coats enabling circularity through equipment rental solutions. These initiatives not only reduce the environmental impact of our businesses, but also create long-term value for our stakeholders and the communities where we operate. WesTrac has continued its strong performance into FY '25, driven by robust demand for both capital sales and services. Over the past 10 years, the business has delivered 11% compound annual growth in services revenue, 15% in capital sales revenue and 16% in EBIT, highlighting how resilient the business is and our ability to deliver through commodity price cycles. Production at WesTrac's core bulk commodity exposures is expected to increase over the next 2 years and the strong level of rebuild activity and parts demand reflect this positive volume outlook. The activity levels are also reflected in our most recent FY '24 results with revenue growth of 23%, significantly ahead of the 10-year CAGR of 11%. The capital sales pipeline remains robust and is supported by the positive production outlook, commodity committed resource projects and Cat's technology leadership position. Boral continues to deliver results on the performance journey in FY '25. The performance journey has delivered over 500 basis points of EBIT margin improvement since SGH acquired Control in FY '22, and we expect to continue to build on that momentum. Boral's future performance will be enhanced by ongoing investment in heavy mobile equipment to improve R&M efficiency, SG&A rationalization and investment into quarries to extend asset lives and strengthen the integrated network. Market conditions have been balanced for Boral this year, and concrete volumes are largely consistent with the second half of last year. Pricing traction has been maintained and supported by an improvement in the go-to-market strategy and better customer service outcomes. Customer service is key to maintaining and growing market share. In FY '25, borrowers focus on ease of doing business from call to cash and improving the concrete delivery time DIFOT, delivery in full on time, which we've achieved going from 60% to 80% with further improvement required. Coates has continued to successfully drive operating discipline and leverage. In FY '24, the business delivered an EBIT margin of 29%, now the eighth consecutive year of margin expansion. The recent gains have been further supported by the ongoing rollout of the hub-and-spoke model. This model has generated significant efficiency gains through centralization and specialization highlighted by the reduction in R&M as a percentage of rental revenue from 22% to 17% since that program began. In addition, the focus on R&M effectiveness has increased fleet availability, supporting Coates to maintain time utilization at 60%, in line with global best practice. The focus on operating leverage has helped Coates reduce nonoperational headcount to support the strong margin results. Regional demand is mixed with strong performance in the West and North, helping to offset project delays in East and South. Coates' market-leading position and national presence increases our resilience and positions us to capture the market opportunity. Over the long term, we're also seeing an increase in rental penetration as a percentage of work done. In these market conditions, maintaining discipline in our fleet investment is crucial, and we are managing both the size and the age of our hire fleet to promote a through-the-cycle return on capital. Beach has refreshed its strategy to focus on 3 central themes to deliver returns as core hubs, high margins and sustainable growth. This strategy will be supported with disciplined execution. Beach has had a solid start to the year with the first quarter production up 10%. In Perth Basin, Beach has taken a more active role in managing specific project commissioning scopes of work to accelerate project execution. Guidance from the first gas from the project remains unchanged at early 2025. As part of our transition to low-cost mid-cap E&P company, Beach has reduced headcount by 27% and is on track to achieve 30% by the second quarter. At SGH Energy, drilling and construction at the Crux LNG backfill project is ongoing, and we expect to produce our first cargo of LNG from Crux in 2027. Resource volumes at SGH Energy's Longtom gas field in the Gippsland Basin were independently verified in FY '24 and an MOU has been signed with Cooper Energy to explore infrastructure access for long-term production. At Seven West Media, they have completed a comprehensive organizational restructure aimed at sharpening focus on commerciality and fostering a performance culture. They will also progress a significant cost efficiency program to position the business for growth in the medium term. Looking ahead, Seven West Digital platform continues to grow audiences and reach with a focus on capturing growing digital revenue opportunities. In relation to other activity, we executed the sales of Sykes and Coates Indonesia in FY '24, aligned with our focus on Australian industrial and energy. We also simplified our capital structure significantly with the Boral acquisition largely eliminating noncontrolling interest and also allowing us to close the exchangeable and convertible bonds and increase our retail register by approximately 40,000 shareholders. In terms of growth avenues, we continue to explore adjacent opportunities in construction and demolition waste, recycling and surplus property development as well as inorganic opportunities that align with our Australian industrials and energy focus. SGH has consistently outperformed on a total shareholder return basis, driven by a combination of share price appreciation and 30 years of stable and growing fully franked dividends. Over the past 10 years, we have outperformed the ASX 100 by more than 600%, placing us in the top decile for TSR across 1-, 3-, 5- and 10-year horizons. Despite the strong growth, our valuation remains compelling as SGH's share price appreciation has been driven largely by earnings growth rather than multiple expansion. Our price to earnings multiple has increased from 10 to 18x over the past 2 years. SGH still trails the average of ASX industrial peers at 20x. This continues to represent a value opportunity as we believe our Core plus characteristics should command a premium to relevant peers and the wider ASX. SGH continues to execute on our capital allocation and operating models with discipline and accountability. We have consistently delivered earnings growth and TSR outperformance over the past decade, and our investment into our core industrial businesses positions us to continue delivering results for our stakeholders in years to come. Our FY '25 guidance remains unchanged. We are seeing strong service activity at WesTrac, particularly offset by low single-digit parts price reduction, supporting improved total cost of ownership for our customers. At Boral & Coates, customer activity has remained resilient with the volumes largely consistent with second half FY '24, and Beach's first quarter results support their FY '25 production guidance. Our year-to-date performance outlook for our core sector exposures and ongoing investment in working capital supports SGH's earnings guidance of high single-digit EBIT growth expectations in FY '25. We are confident in the opportunity for SGH in the future and proud of the results delivered in FY '24. The results are testament to the dedication and hard work of the SGH and our business unit leadership teams and the 14,000 people across SGH. I'd like to thank everyone for their commitment to our businesses and relentless focus on serving and supporting our customers. Let me also thank our customers for your ongoing support and commitment to our businesses. It is a privilege to serve you and deliver valued products and services to support the success of your activities. I would also like to thank you, our shareholders, for your continued support of SGH. Finally, I look forward to welcoming our new name and ASX listing code next week. With that, I'll hand you back to Terry. Thank you.

Thank you, Ryan, for that incredibly profound business update. We will now attend to the business of today's meeting. The notices convening the meeting have been sent to you and have been in your hands for some time. I'll take the notice as read unless there is an objection. If as a holder of ordinary shares or a proxy of authorized representative, you'd like to ask any question or address the meeting, I will take the questions during the course of the meeting, which relate to the resolutions being put. Questions relating to general business will be taken at the end of the meeting. I ask that you direct all questions to me. Please wait for a microphone before you speak, show the red or yellow card you were given when you registered and give your name, please. Before each resolution is put to the meeting, we will display on the screen the count of proxies as directed on the proxy form. As Chairman, I propose to cast all available undirected proxies in favor of each resolution. As you'll see from the screen displays, a significant number of our shareholders vote by proxy. Accordingly, in my capacity as Chairman and in accordance with the constitution, I demand that a poll be taken on Item 2 through to 7. These items will be put to a poll at the end of the meeting. And the first item of business is to lay before the meeting the financial statements and reports of the directors and auditors for the year to 30 June 2024. There is no requirement for a formal resolution on this item. So this item is excluded from the proxy form and will not be voted on. Are there any questions on the annual accounts for the year under review? Are there any questions for the company's auditor of the company's financial statements for the year ending 30th of June 2024. Again, I ask that you direct those questions through me. Thank you. The next 2 items of business relate to the reelection and election of directors. No nominations were received from other persons. The first director offering himself for reelection is David McEvoy, who retires by rotation and being eligible, offers himself for reelection as a director of the company. Mr. McEvoy brings invaluable senior executive and director experience in the oil and gas industries to the Board and the Audit and Risk Committee, including extensive expertise in accounting and regulatory matters as well as operational and strategic risk management. He is a member of the Audit and Risk Committee and a member of the Independent Related Party Committee. Are there any questions on this matter? The proxies lodged for this resolution appear on the screen. Thank you. A poll will be taken on this resolution at the end of the meeting. Next one is the next director standing for election is Mark Johnson, who having been appointed as a director since the last Annual General Meeting, retires by rotation and being eligible, offers himself for reelection -- for election, sorry. Mr. Johnson is a highly experienced company director and executive with broad sector experience. He possesses extensive technical expertise across a range of valuable disciplines, including finance, strategy, transformation, operational excellence, human resources, risk management and corporate governance. Mr. Johnson's deep corporate experience and his financial and accounting skills will be an asset to the Board and our Audit and Risk Committee. He is a member of the Audit and Risk Committee and a member of the Independent Related Party Committee. Are there any questions on this matter? The proxies lodged for this resolution will appear on the screen. Thank you. A poll will be taken on this resolution at the end of the meeting. The fourth item of business is to adopt the remuneration report for the company for the financial year ending 30th of June 2024. The 2024 financial year saw SGH deliver significant growth in earnings and an uplift in operating performance across all our operated businesses. Our key remuneration principles of market competitive, performance-linked rewards that are aligned with shareholder interests are reflected in our remuneration outcome for FY '24. The Board believes the reward outcomes are appropriate and fairly reflect the very strong performance by our executives against both financial and nonfinancial performance measures. I welcome questions on the remuneration report for this year under review. Are there any questions on this item? The proxies for this resolution appear on the screen, and I've been asked to advise you that the vote on this resolution is advisory only and does not bind the company -- bind the directors of the company. Directors of the company, its other key management personnel or their respective closely related parties cannot vote in relation to this item, except as proxy in limited circumstances. Thank you, and a poll will be taken on this resolution at the end of the meeting. The next item of business relates to the proposed grant of share rights to the MD and CEO, Mr. Ryan Stokes, under the company's short-term incentive plan. As a result of corporate and individual performance outcomes for FY '24, the MD and CEO was awarded an incentive under the SGH STI plan with 50% of the award to be deferred into share rights that vest after 1 year. As the term of Mr. Ryan Stokes' STI grants require that the securities to satisfy the STI award be purchased on market, shareholder approval is not required for the purposes of the ASX listing rules. However, in the interest of transparency and good governance, the Board has determined to seek shareholder approval for the grant of deferred share rights to Mr. Stokes and representing 50% of his FY '24 STI award. Are there any questions on this matter? And the proxies lodged for the resolution appear on the screen. Thank you. A poll will be taken on this resolution at the end of the meeting. The next item of business is seeking shareholder approval for the giving of benefits to the former Boral Chief Executive Officer and Managing Director in connection with the cessation of his employment. The reason for seeking shareholder approval and the elements of Mr. Todd Vecchio separate arrangements requiring shareholder approval being the 16.7% component of his FY '22 LTI award are set out in the detail in the explanatory memorandum of Notice of Meeting. The payment was previously approved by the Boral Board and recognized his contribution to Boral and his efforts towards ensuring a smooth transition of leadership to Mr. Vik Bansal. Are there any questions on this matter? And the proxies lodged for this resolution appear on the screen. Thank you. A poll will be taken on this resolution at the end of the meeting. The next item of business, Item 7 seeks the approval of shareholders for the company to change its name to SGH Limited and modify its constitution to reflect this change of name. Approval is sought by a special resolution, and the company's current name was adopted in 2010 and reflected the primary focus on media and nonoperated investments. Through disciplined capital allocation, SGH has evolved in one of Australia's leading industrial-focused diversified operating companies. The proposed rebranding to SGH Limited aims to align the company's name with the evolved nature of its core operation, and this proposed change maintains a strong connection to the company's heritage whilst also orienting it towards its industrial-focused future. The name change is proposed to occur concurrently with an ASX listing change from SVW to SGH, providing a stronger linkage between the business and the market and the existing combination. Are there any questions on this matter and the proxies lodged for this resolution appear on the screen. Thank you. Again, a poll will be taken on this resolution at the end of the meeting. So before we come to the end of the meeting and take a poll on items 2 through 5, I'd like to open up the meeting for general questions from holders of ordinary shares. Have any pre-submitted questions been received?

Chairman, we received a question from a shareholder.

Okay. Thank you, Warren. Although Seven West Media is a small investment, why are we -- can the Board -- this is the question, can the Board explain the rationale for remaining invested in the business despite the challenging nature of the sector? We still believe that there is value to unlock at Seven West, particularly following the leadership, organizational and strategic changes rolled out in FY '24. We will continue to support Seven West to execute on their refreshed strategy, although we have been very clear with the market that SGH will not deploy any further capital into the media business, media sector. Have any other pre-submitted questions been received, Warren?

Chairman, no further questions were received.

Is there any questions from holders of ordinary shares in the room? Again, please move to the nearest microphone, show your red or yellow card and give your name. Okay. The poll will now be taken on items 2 through 7. To vote, please use your red card, which you received on registration. Steven Hodkin from our share registry Boardroom Limited has been appointed returning officer and will conduct the poll after voting is closed. The results of the poll will be announced to the ASX later today, and this concludes the business of the meeting. I now declare this meeting closed for all purposes subject to the conduct and conclusion of the poll. And I'd sincerely like to thank you for attending the AGM of SGH. Thank you.