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

Good morning, ladies and gentlemen. Welcome to the 2022 Annual General Meeting of Wagners Holding Company Limited. My name is Denis Wagner, and I am the Chairman of Wagners Holding Company Limited. If I could please ask everyone just to turn their phones either off or on silent, so it's not disruptive to the meeting. On behalf of the Board and staff of the company, it is my absolute pleasure to welcome all of our shareholders attending the meeting today, both those who are here in person and those who are taking advantage of the technology and joining online through the Computershare online platform. This allows shareholders, proxies and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting, and shareholders and proxies have the ability to ask questions and submit votes. Pursuant to Rule 16.7(b) of the company constitution, I'm advised that a quorum for a general meeting is present, and so I now to declare the Annual General Meeting open at 10:00 a.m. Let me begin by introducing my fellow directors: John Wagner, Ross Walker and Lynda O'Grady. John, Ross and Lynda are Non-Executive Directors, and it is great to have them with us today. 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, are also in attendance, along with the rest of the Wagners management team. Also joining us today is BDO, the company auditor, represented by Cameron Henry; and McCullough Robertson, the company's legal advisers, represented by Reece Walker. Representatives from Computershare are also here to assist with any voting or registration requirements. Before both myself and Cameron take you through a review of the financial year and provide an update on the outlook, I'll take you through some of the procedural aspects of today's meeting. Following the addresses, we'll take questions on each of the resolutions, 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. Online attendees can submit questions at any time. [Operator Instructions] Please note that while you can submit questions from now on, I will not address them until a relevant time in the meeting. Please also note that your questions may be moderated or, if we receive multiple questions under one topic, amalgamated together. If joining online and you wish to ask a verbal question, please follow the instructions written below the broadcast. As indicated earlier, questions will be addressed during consideration of each resolution. These questions will be moderated. To avoid repetition 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 questions, we will respond to you separately after this meeting. For those of you joining us online, I encourage you to submit your question as soon as you can. 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. There is no need to hit a submit or enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You can change your vote up until the time I declare voting closed. If there is any person here at the meeting who believes they are entitled to vote but has not registered to vote or is unable to vote through the online platform, please raise your hand now and a member of Computershare will assist you. We have hard copy voting cards available for those shareholders that are unable to vote online. I now declare voting open on all items of business and will provide advice before I move to close voting. Proxies have been received from 181 shareholders representing 86,432,150 ordinary shares, being 46% 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 your proxy form. As the Chairman of the meeting, I will vote all undirected proxies in favor of each resolution. As I mentioned, Cameron will be speaking to you in a moment. However, first, I wanted to provide a short address. My fellow shareholders of Wagners Holding Company Limited, FY '22 has presented many challenges not only for us as a company but also for the construction materials sector. While the group has delivered an increase in revenue over -- to FY '21, it has not shown the growth in earnings that some may have expected. Cameron will take you through the financial performance in more detail. Our construction materials business has achieved an increase in revenue, and we will see this into the coming year. Our cement business continues to see volume growth. However, the concrete market in Southeast Queensland has been plagued with unfortunate industry behavior for some time. We are now seeing pricing that is starting to reflect the true value of our products, and we expect this upward trend to continue going forward. The mining services business has a significant forward order book. The challenge for us is to deliver our transport and contract crushing services efficiently and profitably. We have continued to invest in the new technology businesses. With Composite Fibre Technologies, we will see new products come online throughout the coming year, and we will also realize the benefits of increased production capacity, both in the U.S.A. with the opening of our U.S.-based manufacturing facility in Cresson, Texas and our facilities in Australia, along with the investment in automation we have made here in Toowoomba. We have delivered many signature projects throughout the year internationally, and the reputation and acceptance of our products for use in infrastructure sets a very good prospect for our growth going forward. Adding to our global expansion, our EFC activator manufacturing facility in Romford, just outside of London in the United Kingdom, is in the final stages of commissioning. Our capability at Romford will continue to grow over the ensuing 12 months, which will give us a significant production capacity of chemical activator for use in EFC to service the increasing market in the U.K. This business is primarily structured to produce and sell the chemicals that our customers, who are premix concrete and precast concrete producers, use to make zero-cement concrete. Our model also includes working with customers to develop and deliver a low-carbon concrete solution with superior features to that of normal concrete. After attending a number of meetings and discussions with concrete producers, engineers and asset owners in London and throughout Germany, it is widely recognized that our technology in EFC is more advanced technically with proven field results than any other zero-cement technology in the world. The U.K. and the European market is very focused on carbon reduction and specifically zero-cement concrete, which puts our EFC technology at the forefront in this space. As we have previously announced, we ran a process to seek an equity partner in our EFC business. We were unable to agree terms with any prospective investor. However, we do reaffirm our commitment to this business, particularly in the United Kingdom and will consider future opportunities to realize true value for this business. I am confident the investment we have made in both our CFT and EFC businesses throughout FY '22 will return shareholders value in the future. There is an expectation that the business delivers much stronger results going forward. The Board has insisted on management and all operational staff having a renewed focus on efficiency, productivity and profitability. We will drive asset utilization and accountability for all facets of the business to improve -- to achieve an improved result. This morning, we released a market update regarding our first half performance for FY '23. And I'm happy -- we'll be happy to take questions in relation to that later in this meeting after we have completed each of the resolutions. I would now like to hand over to Cameron, Wagner's Managing Director.

Good morning, ladies and gentlemen, and welcome to Wagner's AGM for 2022. As we've previously highlighted, the last 12 months have certainly presented many challenges for the business and the industry despite the high demand for construction materials and services over the period. From a financial perspective, on a consolidated basis, we've been able to deliver revenue growth. Our reported revenue result was $338 million. However, increased costs in shipping, raw materials and fuel have impacted the group's earnings with an inability to recover all of those additional costs. We have also had to address the challenges associated with labor shortages and significant rainfall. Our resulting operating EBIT for FY '22 was $21.4 million with a net profit after tax of $7.6 million. The main revenue growth came from our Construction Materials and Services area, particularly in our cement, concrete and steel businesses. However, this increase in revenue was impacted by a reduction in higher-yielding work in our precast business, along with increased costs the business was faced with. This resulted in a reduced EBIT for Construction Materials and Services compared to FY '21 at $31.9 million. I just wanted to highlight some of the achievements made in our construction and materials -- Construction Materials and Services business. Cement delivered record volumes from the Pinkenba manufacturing facility and increased revenue by 11%. There was an 18% increase in concrete volumes, an expansion of the number of fixed plants in the network, and we also secured and executed mobile concrete projects in the renewable sector. We invested in the expansion of our steel business and opened a second facility in Brisbane. Revenue more than doubled over the 12 months, and this business now provides a significant contribution to the overall group's performance. Our bulk haulage business maintained the strong growth achieved over the previous years with new projects secured to replace projects that were completed, allowing us to maintain the solid revenue growth from prior periods. We secured the supply of over 67,000 precast tunnel segments to the Sydney Metro project. This will deliver in excess of $140 million in revenue to the group over a 2-year period. In addition, given the vertically integrated nature of our business, it also provides significant value to our cement, concrete, flyash and steel businesses. Our Composite Fibre Technologies area increased revenue by 33% to $40.1 million. We continued to invest in expanding our manufacturing facilities with a 50% increase in production capacity in Australia and our first pultrusion machine commissioned in the U.S. Unfortunately, margins achieved were reduced compared to FY '21 due to material cost increases not being able to pass on to our customers that had fixed price contracts with us. A significant contribution was made from the U.S. CFT business, generating 10% of our overall CFT sales. Following the investment of over $5 million, our U.S. CFT manufacturing facility became operational with the building complete and our first pultrusion machine commissioned. We expanded our team in the U.S. to ensure we remain adequately resourced to service this market. Our Earth Friendly Concrete technology was deployed in projects throughout Australia, U.K., Europe; and strong partnerships were established with consumers of EFC and suppliers of raw materials, securing long-term offtake arrangements and supply chain reliability for our product. During the period, we also built a manufacturing facility in London and significantly increased our staffing resources in this region. We have invested in excess of $30 million worth of capital across the entire group this year. This will position the business well to deliver growth in service offerings and markets and increase production capacity and efficiencies. This investment will ultimately deliver improved performance across all segments. At Wagners, we regularly talk about our commitment to innovation. In FY '22, we continued to invest in research and development to ensure we remain able to deliver the most innovative and efficient solutions for our clients and consumers. New product lines were developed in CFT, providing opportunities to expand into new markets. Investment has also continued in research and development in our Earth Friendly Concrete business to further advance the technology, broadening the number of applications in which EFC can be utilized. We have invested in trials of the technology in multiple applications throughout Europe, providing significant opportunities in markets that value the reduction of carbon emissions in the built environment, something that Wagners remain committed to. Turning now to the first quarter of FY '23. The level of activity in the construction materials and services sector has remained strong. Despite some delays on the Sydney Metro tunnel project, we are now manufacturing on a 24-hour, 6-day per week cycle. The delay in commencement will impact our half year results with production unlikely to be at full capacity until later this year. The increased level of activity has not come without its challenges. Wet weather, unfavorable foreign exchange rates, increased supply chain costs and labor shortages have all been challenges we have had to navigate throughout the quarter. We expect these will be challenges the business will have to continue to address throughout the year. During the quarter, we commenced the production of pultrusion from our Cresson facility in the U.S. and are now delivering U.S. projects from that facility. We are excited by the opportunity the U.S. market presents the CFT business with a number of projects already secured to be delivered throughout this financial year. Our CFT business in Australia and New Zealand also has a strong pipeline of work to be delivered over the course of the financial year. Earth Friendly Concrete has dedicated most of its effort over the quarter to our U.K. operations, readying the site in Romford to commence the manufacture of EFC activator and developing a market for and supplying EFC into a number of U.K. projects. There continues to remain a strong level of interest in our technology, given the carbon saving it achieves in the built environment. Earlier, I referred to some challenges the business is currently faced with. These operational challenges are going to affect our half year EBIT, and we anticipate a result in the range of $8.5 million to $9.2 million, which is lower than the first half of last year. Assuming a continuation of the current unfavorable U.S. exchange rate, we anticipate that the full year EBIT result for FY '23 will be in line with last year's result. I would like to thank the entire Wagners team, which is now over 850 personnel, for their commitment to this business throughout the period. However, more importantly, I would like to acknowledge their commitment to working safely. The safety of everyone associated with our business is a priority, and I'm proud of the way all our staff embrace the tools and systems we have in place to ensure everyone goes home safely each day. Thanks also to the Board of Directors who, as always, provide valued guidance and advice with a commitment to delivering on the overall group strategy and value to our stakeholders. I'll now hand back to Denis to take us through the formal aspects of the meeting.

Thanks, Cameron. We now move to the formal business of the meeting. As the Notice of Meeting and the explanatory memorandum have been circulated previously, and unless there is any objection, I propose to take them as read. The Notice of Meeting also sets out the voting restrictions on each resolution. To 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 23rd of August 2022. Neither the Corporations Act nor the company's constitution requires a vote of shareholders at the AGM on the financial statements and reports. I now invite shareholders to comment or 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, and 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 reports or the report of the directors and auditors from the floor? Karen, are there any comments or questions from shareholders online?

Not at this stage, Denis.

I will now move to the next item of business, resolution 1, 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 2022 annual report, which was released to the market on the 23rd of August 2022. Resolution 1 asks shareholders to consider and, if in favor, to pass the resolution under section 250R(2) of the Corporations Act that the remuneration report be adopted. This resolution is a requirement of the Corporations Act and requires the company's members to vote on whether or not the remuneration report should be adopted. However, this vote is advisory only and not binding on the directors or the company. Proxies received in relation to this item are displayed on the screen. I'll 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 the remuneration report. Are there any comments or questions in relation to this resolution from the floor? Karen, are there any comments or questions in relation to this resolution from the shareholders online?

No, Denis, nothing online.

We will now move to resolution 2. I will now ask Ross Walker to assume the role of Chairman of this meeting to address resolution 2.

Good morning, ladies and gentlemen. Resolution 2 seeks approval that Mr. Denis Wagner, who retires in accordance with Listing Rule 14.4 and Rule 19.3(b) of the company's constitution and, being eligible, be reelected as a Director of the company. Rule 19.3 of the constitution provides that no director, who is not a Managing Director, may hold office without reelection beyond the third AGM following the meeting at which the director was last elected or reelected. Listing Rule 14.4 also provides that a director, other than the Managing Director, must not hold office past the third Annual General Meeting following the director's appointment of 3 years, whichever is longer. Mr. Denis Wagner stood -- last stood for reelection at the company's 2019 Annual General Meeting. Accordingly, he will retire from office under Listing Rule 14.4 and Rule 19.3 of the constitution and stands for reelection. Denis was first appointed as a Director of Wagners Holding Company Limited in December 2017. He's one of the co-founders of Wagners and has been involved in the business since its inception and has been instrumental in developing Wagners into one of the leading construction materials producers in Southeast Queensland. Denis brings over 30 years' experience in the construction materials industry and is a fellow of the Australian Institute of Company Directors. The proxies received in relation to this item are displayed on the screen. As set out in the Notice of Meeting, the directors, other than Denis, who will abstain from making a recommendation on this resolution, recommend that you vote in favor of resolution 2. Are there any comments or questions on this resolution from the floor? Karen, are there any comments or questions in relation to this resolution from shareholders?

No, Ross, nothing online.

Thank you, ladies and gentlemen. I'll now hand back to Denis.

Thanks, Ross, and thanks, shareholders, for your confidence in me. Approval of participation in long-term incentive plan, grant of options to a related party, Mr. Cameron Coleman. Resolution 3 seeks approval that, for the purposes of Section 208 of the Corporations Act, Listing Rule 10.14 and all other purposes, approval be given to the issue of not more than 420,366 options to Mr. Cameron Coleman, a related party of the company by virtue of him being Managing Director of the company on the terms described in the explanatory memorandum accompanying the Notice of Meeting. Listing Rule 10.14 provides that a listed company must not permit a director of the company, an associate of the director or a person whose relationship with the company, the director or that of the director's associated is such that, in ASX' opinion, the acquisition should be approved by security holders, to acquire securities in the company and under an employee incentive scheme, unless it obtains approval of its shareholders. Since the Notice of Meeting was issued, the number of options proposed to be issued to Mr. Cameron Coleman has been able to be calculated given the 10-day -- 10-working-day volume weighted average price is not known. Based on the volume weighted average price of $0.8166, the number of options proposed to be issued to Cameron is 360,342. Proxies received in relation to this item are displayed on the screen. As set out in the Notice of Meeting, the directors recommend that you vote in favor of resolution 3. Are there any comments or questions on this resolution? And just a reminder that I will close the poll at the end of the questions for this resolution. Karen, are there any comments or questions on this resolution from shareholders online?

No, Denis, nothing online.

Given that this is our last resolution to be considered, I will shortly close the poll. If you have not yet voted or wish to change your vote, having had the opportunity to hear questions, which there were none, and the response, please do so now. I will pause the meeting for 30 seconds to allow shareholders to finalize their votes. [Voting]

That concludes the formal business of the meeting, and I now declare the poll has closed. I will now open the floor to any general questions about the business. [ Richard ]?

A few questions if I may. We've heard a number of years now the advanced technology that Wagners had been able to pioneer. I'm just wondering if there's the possibility of diversifying the company's earning capacity by considering licensing some of those in overseas countries where perhaps the personnel resources of WGN in Australia is not sufficient to go across and establish in themselves. The company needs, in my view, to diversify from this difficult environment in which it's found itself over recent years, and it looks as though that's going to continue for a while. So shareholders perhaps are not necessarily going to be seeing some dividends in the short term. That's one of my questions. I have others if you might be kind of answer that first.

[ Richard ], yes, I'll give you my perspective on that, and I'll ask Cameron to comment on it as well. We are certainly looking at those options for our zero-cement concrete or EFC technology. We haven't considered that for our composite technology. The reason for that is the composite technology is about our manufacturing process, and I've spent a fair bit of time in the U.S. looking at our competitors' products, our products and talking to potential customers. And we're getting significantly better results, and I'm talking in a structural capacity than other pultruders in the U.S.A. So I think with our production facilities and particularly in the U.S.A, we really want to ramp up production capacity. Our Earth Friendly Concrete technology is vastly different. We don't batch concrete in areas other than Southeast Queensland and regional parts of Australia unless it's on a very specific project. But I'll hand over to Cameron to talk about some of the things that we have or are doing with that EFC technology through Europe.

Thanks, Denis, and I concur with the composites business. We have a very different product there than our competitors. So I'll just address that, in my opinion, first. When we look at the strength and the quality of product we manufacture and the use cases we've identified for it, I absolutely believe we're on the right track manufacturing ourselves and distributing throughout the U.S. And the investment we've made, both in Australia and the U.S., over the last 12 months really gives us a great platform to significantly increase not only our sales but improve our margins in that business. With our Earth Friendly Concrete technology, though, it is absolutely a product that we need to partner with others on. And if you look at what the team that are over in the U.K. have achieved over the last 12 months, we have now got regular sales on a daily basis. And we're not over there batching the product. We have a team of staff over there that are led by Michael Kemp, who's here with us today. But one of our key operational people and technical people over there has relocated and is now living in London and heads that up for us and is making sort of real, strong inroads in partnering with others to deliver the technology. So we are just a chemical manufacturer there now, and we deliver that product to the batch plants where the batch plants manufacture concrete and serve their customers that are looking for a zero-cement technology. So as we roll that around out around the world, we're not in a position where we need to be investing in batch plants and trucks and a lot of resources. We're partnering with people that want to adopt the technology and take it forward.

Sorry. With our composite technology, the key to it is protecting our IP, and it's very difficult to license that sort of technology to other companies because we'll have to disclose our IP, and our real IP is in our manufacturing process where the EFC is sort of somewhat different. So the IP is critical to us.

I guess just back to the Earth Friendly Concrete as well. I mentioned in my address that we'd partnered with key suppliers. And an example of that is we've got an arrangement now with Holcim in Germany where we're currently having their flyash and slag materials approved on our -- what's known as our DIBt approval, which is our standards approval to operate across Europe. And once we get that approval through, which is imminent, we will then be able to allow the use of their binders, their flyash and slag products, in our Earth Friendly Concrete technology. But more importantly, what it allows us to do is collect a royalty on every tonne of product that they sell into the Earth Friendly Concrete market. So that's just another example of another revenue stream we've been able to identify through our Earth Friendly Concrete business.

I think the answer to my second question you've already partly given in the sense that there's going to be why a joint venture for the EFC that I -- from a resources point of view and I presume that the connections of the joint venture partner, of course, is going to provide an opportunity to get into that market more quickly and more effectively. But just going back to John's comment on the -- and I appreciate it that if you start licensing, particularly a good technology, it's difficult. But how then can you see the possibility of expanding -- commercializing the value of that very specific CFC technology to start bringing more dollars in?

[ Richard ], the -- one of the advantage of this product is it's very light and it is relatively easy to move it around the world. So for a number of years, we've been manufacturing here in Toowoomba and selling this product in the U.S.A., so a fairly significant logistical exercise, but we are competitive in that market when we're manufacturing in Australia and selling into the U.S.A. Now that we're manufacturing in the U.S.A, it allows us to sort of take advantage of a higher margin. But we've produced composite products here in Toowoomba and installed that in the U.K. We've produced it here in Toowoomba and installed it in the U.A.E. and as I said also, the U.S.A. So composites -- the composite business, it's not necessary to have a manufacturing facility in every geographical location. Earth Friendly Concrete, now low-carbon or zero-cement concrete technology, is a very local business, so we need partners. And one of our partners in London is a company called Capital Concrete. And to put some perspective around what's sort of happening there, in September and October, they have delivered over 500 cubic meters into the local market each month. Since the start of this calendar year, they've put about 3,500 cubic meters into that market. So whilst it's only small now, we can see it sort of growing not as much as we would like, but it is actually sort of growing and getting some traction. And as I said in my address, I've spent some time there talking to asset owners, engineers, and there is a real push for zero-cement concrete in the U.K. So that is why we need to partner in the EFC business and as Cameron mentioned, our association with Holcim in Germany, Capital Concrete and there is a number of other enterprises through the U.K. that we're in discussions with about using this technology.

I have some more questions if that's possible.

Yes.

First of all, I must say, right from the very beginning, I've had a very strong belief in the technology of Wagners that got me excited to certainly frustrated that it can't be materialized more quickly and commercially. But given the circumstances that we face, I understand that. Looking forward, when and if things get back to some degree of normality, not just in Australia but the world economy, how does Wagners see -- WGN, in particular, see the ratio of foreign earnings compared with earnings in the Australian operations?

I'll start by saying we, as a Board, and myself, as Chairman also, share that frustration about the timing of bringing this new technology to fruition. Unfortunately, when you bring a new product to market, it is really, really difficult, and we are experiencing that as we speak. Ultimately, I see that our U.S. business -- for our composites business, our U.S. business will be far more significant as far as revenue and earnings than our Australian business. And the reason for that, it's a much bigger market. And the infrastructure is significantly bigger over there. If we do a project here, a boardwalk here 250 or 300 meters long, that is a big project for Australia. In Texas, we're in discussions on a project that's 5 miles long. We haven't won it. And these projects sort of take a while to come to fruition, but the projects are much bigger. And we hope to sort of capitalize on that in the future. Since listing, we haven't done a large offshore construction materials project. And we've certainly looked at a few. We've got people sort of working on potential opportunities now. But when those large international projects do come along, they are few and far between. But when they do come along, they do give us a boost in earnings. So ultimately, I can see that our offshore earnings will grow, but it will take time. And it's in the construction materials sector. It is a bit -- it is very opportunistic. So Cam, do you want to add to that?

No, Denis, I think it's difficult to predict what the international earnings may be if we consider the large projects that we have historically undertaken, particularly in the construction materials sector. But if you look at the composites business in the U.S., for example, I would be very disappointed if we're not at least the same revenue out of there over the next couple of years that we achieve out of Australia. The opportunity there is fantastic. The sales that we should be able to achieve should be much bigger than what we achieve here in Australia. But it's a big driver for us. It creates a natural hedge, particularly in the U.S., with U.S. sales and coming into the business. So -- but with that international construction materials business, it's difficult to predict what international revenue we will achieve in the next couple of years.

This gentleman. Can we just give this -- can we get the speaker off you? We do like listening to you, [ Richard ], but you got to share it around.

Yes. Name's [ Clive ]. I became interested in your product when we went to a small presentation that John had on it several years ago. Two short questions. Is there any emphasis being played when you're marketing it on workers' safety, like when you look at the number of eye injuries that workers sustain through cement -- getting cement in their eyes? And also what sort of volumes are you doing at your plant?