Wagners Holding Company Limited (WGN.AX) Earnings Call Transcript & Summary

Welcome to the 2025 Annual General Meeting of Wagners Holding Company Limited. My name is Denis Wagner, and I'm the Chairman of Wagners Holding Company Limited. On behalf of the Board and staff of the company, it is my absolute pleasure to welcome all our shareholders attending the meeting today. Both those who are here in person, thank you for joining us, those attending through the Computershare online platform. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can watch a live webcast of this meeting and the shareholders and proxies have the ability to ask questions and submit votes. Pursuant to Rule 16.7B of the company's constitution, I'm advised that a quorum for a general meeting is present. And so I now declare the Annual General Meeting open at 10:00 a.m. Let me begin by introducing my fellow Nonexecutive Directors, John Wagner, Ross Walker, and Allan Brackin is joining us online. Allan had good intentions of being here today. However, a private matter has come up in the last 24 hours and has meant he has not been -- this has not been possible. I would also like to introduce Cameron Coleman, our Managing Director; Fergus Hume, our Chief Financial Officer; and Karen Brown, our Company Secretary and General Counsel. Also joining us online today is BDO, the company's auditor, represented by Matt Renouf. And McCulloch Robertson, the company's legal advisers represented by Reece Walker. Representatives from Computershare are also here to assist any voting or registration requirements. Before Cameron and I take you through a review of the financial year and provide an update on our outlook. I'll take you through some of the procedural aspects of today's meeting. Following the addresses, we'll take questions on each resolution, allowing shareholders an opportunity to consider responses to those questions before voting. Today's meeting is being held online via the Computershare meeting 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 ask questions and submit votes. Online attendees can submit questions at any time. To ask a question, select the Q&A icon. Type your question into the text box and once you're finished typing, please hit the send button. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or if we receive multiple questions on one topic, amalgamated together. To ask a question in person, please follow the instructions below the broadcast. As indicated earlier, questions will be addressed during consideration of each resolution. These questions will be moderated to avoid repetition. And if questions are particularly lengthy, we may need to summarize them in the interest of time. In the event that we run out of time to answer all the questions, we will respond to you separately after this meeting. For those of you joining us online, I encourage you to submit your questions as soon as possible. Voting today will be conducted by way of a poll on all items of business. I will shortly open voting for all resolutions. If you are eligible to vote, once voting opens, press the vote icon and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. If there is any person here at the meeting in person, who believes they are entitled to vote, but is not registered to vote or is unable to vote through the online platform. Please step outside to the registration desk and Computershare will be able to assist you. We have hard copy voting cards available for those shareholders who are unable to vote online. I now declare voting open on all items of business. Would anyone need a voting card? Proxies have been received from 85 shareholders representing 62,303,074 ordinary shares being 31.19% of the company's issued share capital. I will advise you of the proxy votes for each resolution as each individual resolution is being discussed. If you appointed me as your proxy, I will vote the proxy according to the directions on the proxy form. As the Chairman of the meeting, I will vote all undirected proxies in favor of each resolution. If I could once again welcome shareholders and guests, both here and via video link. We are pleased to report a successful year for Wagners Holding Company Limited. The business delivered improved earnings on previous years and is positioning to maximize the value for all shareholders of Wagners. We see a backdrop of a strong construction industry into the foreseeable future, particularly in Southeast Queensland. The company has delivered strong financial results for FY '25, which Cameron will go further into in his address. Our construction materials business is benefiting from a high level of construction activity across Southeast Queensland, both in residential housing, industrial and commercial building as well as infrastructure. The resources sector has continued to provide opportunities for our project services business. Whilst this division can be cyclical, our view on the opportunities moving forward is very positive. More pleasing, however, has been the performance from our composites business. We are seeing more asset owners move to our composite products as they understand the benefits it provides to their networks and the long-term viability and reliability of their assets. Utility networks continue to increase their requirements for our crossarms and power poles. We are now seeing the rewards of a significant R&D program, a program that is striving to develop products that will provide beneficial results for our future infrastructure. Going forward, we intend to build our -- build on our capacity. Our strategic objective is to expand our production facilities across construction materials, and composite fiber technologies to service the growing markets well into the future. To help with this expansion, the company carried out a successful placement in September, securing $30 million in funding from both existing and new institutional investors. This capital will be deployed on the expansion of the company's fixed concrete plant network and the growth of our composites business, both here in Australia and the United States of America. We are continuing to invest in the future, and we'll endeavor to spend your money well. Our capital spend will enhance the future growth and prosperity of Wagners, both in Australia and offshore. We've built a strong platform to leverage growth. Every division performed well which shows in the FY '25 results. Our expectation is this will continue to improve in FY '26. I would like to take this opportunity to acknowledge our staff. We have people in Australia, the United States, Malaysia, New Zealand and the United Kingdom, who have all contributed to a successful year for Wagners. Safety, as always, has been a big focus during the year, and we remain committed to improving our safety performance and our sustainability practices as we move forward. We will be subject to climate-related disclosures in the near future, but we are really unsure of what benefits this disclosure regime will bring. Our focus for many years has been to actually develop products that not only provide enhanced performance, but provide better environmental outcomes. Our efforts in the fullness of time will show a return to shareholders, a return to the community and a return to the environment. If we, as a company and also as a nation, only look for short-term outcomes, we will fail in our objectives of building sustainable, profitable, resilient and successful enterprises. Finally, I would like to thank all those who supported Wagners throughout 2025 and for your continued support of our business. We are very confident that we will be able to deliver good results, hopefully meeting your expectations in what we see as an exciting period for Wagners. I'll now hand over to Cameron to take you through the FY '25 results. Thanks, Cameron.

Well, good morning, ladies and gentlemen, and welcome to Toowoomba for this year's AGM. As Denis has already highlighted, the business did perform well in FY '25 among a backdrop strong construction activity in Southeast Queensland and an increasing demand for our composite products. I'm pleased to be able to say that this level of activity has certainly continued into FY '26. However, before I provide further detail on that, I'll quickly recap on the FY '25 results. So on a consolidated basis, the group delivered a revenue of $431 million, an operating EBIT of $41.8 million and a net profit after tax of $22.7 million, which was more than double that of last year's NPAT. This result was driven by improved market conditions, both pricing and volume, together with operational efficiencies and increased utilization of assets across the Construction Materials and CFT businesses. Our Construction Materials business delivered significant improvement with a 19% increase in revenue and a 25% increase in EBIT on the prior year. Cement volumes remained stable for the year, however, achieved EBIT growth through pricing improvements and operational efficiencies. Concrete had a meaningful improvement in both revenue and EBIT due to an increase in volumes with the opening of the new Yatala plant, along with strong market conditions. The quarries business also delivered improved performance with both revenue and EBIT growth with the investment in plant upgrades at our Wellcamp quarry here in Toowoomba, making a significant contribution. In our project services segment, the bulk haulage revenue reduced compared to the prior year with the completion of 2 projects. However, EBIT was consistent with the prior year. There was a slight improvement in concrete projects with one project completed during the period, and precast revenue reduced significantly following the completion of the Sydney Metro precast tunnel project. Revenue and earnings from the Project Services segment of our business can and will fluctuate each year depending on the size and timing of large projects. The CFT business delivered a very strong result for the year with the business now starting to deliver on our expectations. The revenue increased by 15% to $68.4 million, delivering an EBIT result of $9.8 million compared to only $400,000 in the prior year. The key drivers for this result were an increase in crossarms volumes and increasing demand for our power poles, margin improvement, particularly in the power pole business due to manufacturing efficiencies and pricing discipline, targeted project selection and operational efficiencies in the pedestrian infrastructure and road bridge markets. The improved business performance allowed us to reduce our net debt by $13.6 million, down to $34 million and the completion of the placement in September this year has subsequently led to further reduction in our net debt. The Board was pleased to be able to declare a full year dividend of $0.032 per share. The last 3 months of FY '25 were particularly strong, and I'm pleased to be able to advise that this run rate has continued on into FY '26. In the Construction Materials business, the demand for our products and services has been particularly strong. Cement volumes have increased compared to the same period last year, largely driven by the cement requirements from the Wagners concrete plants. Margin improvement has continued due to operational efficiencies gained as a result of the volume growth. Concrete volumes have continued to increase, with October delivering record volumes from our plant network. With the new Slacks Creek plant opening, November's volumes should see further improvement, weather permitting. Market conditions have remained stable with good utilization of the plants, giving strong volumes. Margins have continued to improve. The capital investment made at our Wellcamp quarry has allowed us to service additional markets, meaning there's been significant improvement on the volumes and margins compared to last year. We've also continued to progress the approvals required to commence development of our [ Fraser View ] quarry west of Brisbane. In project services, there has been some improvement in the bulk haulage business with scheduled price increases and lower repairs and maintenance costs, delivering an improvement compared to the same period last year. Concrete and quarry projects have continued in line with FY '25. However, we've not had the opportunity to replace the Sydney Metro precast job, which was completed in early FY '25. CFT has had an excellent start to FY '26. Crossarms demand has remained strong. Pole sales have increased significantly with poles now sold into New South Wales, Queensland and New Zealand with improved margins given the good plant utilization. Pole sales for the year are now expected to double compared to FY '25. The custom build projects completed during the quarter were well executed, delivering margins above our expectations. And the U.S. business has had a slow start to the quarter, however, has secured a number of projects during the period, ready for delivery throughout the rest of FY '26. So in summary, it's been a strong start to the year with similar results expected in November. Looking at the full year, a buoyant construction sector across Southeast Queensland will provide strong demand for our construction materials. With the opening of at least 2 new plants in FY '26, concrete volumes are expected to improve on the prior year, which drives volumes through our cement, fly ash and quarry businesses. Market conditions are expected to improve, resulting in margin expansion. In CFT, as I mentioned, anticipated pole orders should double the prior year sales. Crossarms sales should be consistent with FY '25, and we expect a better result in the custom build business. The CFT USA business is targeting to breakeven in FY '26 compared to a $1 million loss last year. Given this, we are now forecasting a half year EBIT result in the range of $31 million to $33 million and a full year EBIT result between $52 million and $56 million. By way of comparison, our FY '25 half year operating EBIT was $20.3 million, and it was $41.8 million for the full year. The second half's forecast takes into consideration lower volumes in January, increases in clinker and shipping costs, which will impact margins in the cement business, the completion of 2 bulk haulage projects and reduced volumes in CFT compared to the first half. Our capital expenditure will increase in FY '26 as we expand the business in preparation for the expected increase in demand for our products and services. As Denis has mentioned, we did complete a placement, raising $30 million in September this year. While the funds have initially been used to reduce debt, it provides us with the access to capital to fund the expansion of our fixed concrete plant network and production capacity in our CFT business. The rewards from the current capital investment program are not expected to have a positive impact on earnings until FY '27 and beyond. The residential housing market in Southeast Queensland, coupled with the infrastructure demand for the Brisbane '32 Olympics is anticipated to draw off business growth. Wagners remains well placed to build on the momentum that is expected. Targeted capital investments will expand capacity, improve our operational efficiency and position the group for long-term success. We remain committed to growing our Southeast Queensland concrete business with the opening of Slacks Creek plant south of Brisbane and the Wulkuraka concrete plant near Ipswich in the coming weeks. We also have another 2 sites working through the development approval process at [ Rockley ] and at Caboolture and another site under contract at Ripley. These batch plants provide a critical path to market for our vertically integrated business. We expect demand for our composite products to continue to increase, particularly our utility poles. The commitment to increasing the capacity at our production facility at Wellcamp will ensure we are well placed to service these requirements into the future. This planned production capacity expansion, along with further automation in production, will improve margins with long-term prospects in the U.S. also remaining strong. The results that we're delivering are ultimately due to the people in our organization. We're extremely proud of the culture we've developed at Wagners, underpinned by our steadfast commitment to safety. I would like to take this opportunity to thank the entire Wagners team for their efforts throughout FY '25 and I look forward to continuing to grow this business together. Thanks also to the Board of Directors who provide valued guidance and remain committed to delivering value to our stakeholders. I'll now pass you back to Denis to work through the formal aspects of the meeting. Thank you.

Thank you, Cameron. We now move to the formal business of the meeting. As the notice of meeting and explanatory memorandum have been circulated previously and unless there is any objection, I will propose to take them as read. The notice of meeting also sets out the voting restrictions for each resolution. The consideration of financial statements and reports, the Corporations Act requires that the annual report of the directors, the auditor's report and the financial report be laid before the AGM. Those reports were circulated and dated 26th of August 2025. Neither the Corporations Act nor the company's constitution requires a vote of shareholders at the AGM on the financial statements and reports. I do, however, now invite shareholders to comment or to ask questions on the reports or the business of the company. Questions may also be asked of the auditors about the conduct of the audit, the content of the audit report, accounting policies adopted by the company and the independence of the auditor in carrying out the audit. Are there any comments or questions on the financial report or the report of the directors and auditors from the floor?

The Board and Directors all have to be congratulated for an excellent job. Two years ago, I said patience obtains all things. Well, I suppose, you've done an excellent job. Shareholders, these people work very hard, extremely hard, but I do question Resolution 3 that retail investors, again, don't get an offer on the placement. I know you need fresh blood with good money and other interests. But in future, please consider the retail investors, especially those that paid $5 for their share on the market. That was some time back. But I will not be voting against Resolution 3, hoping that you will consider retail investors and future placements. I also have to say, I wish to know what our debt is? Ballpark figure would be sufficient. But I just can't believe how well the shares have risen, and I expect them to rise further and further that the people that paid $5 get a return of 4.5% in the very near future. Thank you, Denis. Thank you, Board. Thank you all. You've done an excellent, excellent job. Thank you.

Thanks, [ Eunice ], and thanks for your comments. We might address the placement when we're talking about that resolution. We'll put some more light on it at that point in time. Another one of your questions is net debt. The net debt at the end of the financial year was $34 million. Fergus, are we in a position to quote on what that is now? Fergus?

Most of the proceeds that we got from the raise have gone against debt at this point in time. We haven't had to draw down on our term debt. So we're actually carrying a gross term debt of $14 million. And we've got other debt. So gross debt of probably about another $12 million based on channel mortgages and things. So our net debt would be closer to 10.

And if I could just sort of add to that, we do have a large capital spend impending. So that is going to go up, but it's still a conservative debt level for a company of our size. [ Eunice ], I think I covered everything. We'll come back to the placement when we're talking about that resolution. Thanks for your comments. Is there any other questions or comments?

Yes. Look, I also as a shareholder concur with those comments. Congratulations on the result. Just a standout in terms of the result, looking at it from my perspective, was the CFT growth momentum. The CFT division delivered a step change in EBIT, so congratulations on that. Certainly surprised me pleasantly. I'm just sort of interested to see what opportunities the Board are most excited about in terms of the power pole and the crossarms markets, particularly in Australia, New Zealand and the U.S. and congratulations once again.

I might just give the board perspective, Cameron, I will pass to you. The Board perspective on CFT and Cameron mentioned it in his address is that it is now starting to deliver the results that we have expected or expected that business to do. We have, for many, many years, had a large research and development program and developing new product, and when we develop products, such as the power poles, they do take a couple of years to come online. The other challenge that we've got is cracking into the U.S. market. We're making progress there. We would love to be further ahead of where we are. There's no risk about that. But we are quite excited by the opportunities in the U.S.A., particularly in the utility space. I quite often refer back to when Wagners first started our composite business in 2000 -- well, in the year 2000 and it took us many years to -- and it was a great product. It had all the right attributes and it was better than our competitive products being timber on steel, but it still took us years to get into the market. And that's the space that we're currently in the U.S.A. We're working through it. We've almost turned the corner there, we believe, and we're quite excited by the opportunities as that's going to create. I'll pass it over to Cameron to talk in more detail about some of those utility opportunities.

Thanks, Denis. And I guess the opportunity for the utility poles when you look at it every state in Australia and all of the -- a lot of the electrical networks in New Zealand currently buy our crossarms. And we're currently only selling poles to Northern New South Wales, Central Energy and to Energy Queensland here through Energex and Ergon and to one utility in New Zealand. So we've got a customer base out there today that are buying many, many crossarms in every state of Australia and all across New Zealand. And as our pole production comes online, using the proceeds of that placement that we completed in September, we will have the ability to double our current capacity on poles and expand the pole sales into many more markets. And as I said, these customers already use our crossarms. So they're very familiar with the composite product. and they are looking for a replacement to the standard timber pole. So that's quite exciting and a huge opportunity for the business. As Denis said, we also run an R&D facility at our composites business, and we've got 3 of our composite team with us here today. And some of the things that they're working on are very, very exciting as far as new products that we will launch in the future. We don't see ourselves just stopping as a product that's used in electrical infrastructure and boardwalks. This product can be used in many, many applications, and we're working through the R&D phase on a number of exciting opportunities there.

I wonder could you just explain, pardon my ignorance? What part of the market in America you're chasing, is it poles, is it crossarms? Is it something totally different bridges or whatever?

Currently, all of our revenue in the U.S. is made up from pedestrian and road bridge sales. We don't currently generate any revenue out of poles or crossarms in America. It's all pedestrian infrastructure pretty much over there at the moment. The big prize for us and the most immediate path to significant revenue is through the power poles. Our power pole specification is a direct replacement for the millions and millions of timber poles that they're replacing a year over there. So that's our target is the poles. And in the fullness of time, we will manufacture crossarms that suits the American market and push into the crossarms market as well. But our major focus is continuing on with the revenues that we're generating out of pedestrian infrastructure and cranking it up through the sale of power poles.

Any other questions or comments? Karen, is there any questions from the shareholders online.

No, not at this stage. Thanks, Denis.

I will now move to the next item of business, Resolution 1. The adoption of the directors' remuneration report. The purpose of Resolution 1 is to seek shareholder approval for the adoption of the remuneration report contained in the company's 2025 annual report, which was released to the market on 26th of August 2025. Resolution 1 asks shareholders to consider, and if in favor, to pass the resolution under Section 250R2 of the Corporations Act that the remuneration report be adopted. This resolution is a requirement of the Corporations Act and requires that the company's members vote on whether or not the remuneration report should be adopted. However, this vote is advisory only and is not binding on the directors of the company. The directors abstained in the interest of good corporate governance from making a recommendation in relation to this resolution. Proxies received in relation to this item are displayed on the screen. I remind shareholders that the company will disregard votes cast by key management personnel and their closely related parties, as set out in the notice of meeting and the explanatory memorandum. I now invite shareholders to comment or ask questions on remuneration report. Are there any -- there is some questions.

Good morning, Mr. Chairman. My name is [ Kelly Buchanan ], I'm from the Australian Shareholders' Association. Today, I hold proxies from 2 of your shareholders. First of all, congratulations on your very strong financial results for the last financial year, and it looks like it's continuing on this year. So well done. Very good. My question on the remuneration report is that our members find remuneration reports quite challenging to read, as I'm sure you can understand. We would -- a simple table of actual take-home pay would really help shareholders understand what the key management personnel actually received in a financial year. Would you consider including one in next year's report.

[ Kelly,] we will certainly have a look at it. I can't stand here today and commit to do it, but we'll take those comments on board and we will certainly consider it.

I've brought along a sample if it might make your life easier, if you can have a go.

Feel free to pass it on to the company secretary. I am sure she will take it up. Any other questions or comments from the floor? Karen, are there any comments or questions in relation to this resolution from our shareholders online.

No questions online, Denis.