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Acquisition of SRT Logistics 13 May 2025 For personal use only
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Disclaimer PG 2 This presentation has been prepared by Lindsay Australia Limited ACN 061 642 733 ("LAU") in relation to LAU's proposed acquisition of SRT Logistics Pty Ltd ACN 086 507 002 ("SRT"). Summary information This presentation is for information purposes only and is a summary only. It should be read in conjunction with LAU’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (”ASX”), which are available at www.asx.com.au. Statements made in this presentation are made only at the date of the presentation (unless otherwise stated). LAU is under no obligation to update this presentation. The information in this presentation remains subject to change by LAU without notice. Certain information in this presentation has been sourced from the sellers of SRT, their representatives or associates. No representation or warranty, expressed or implied, is made in this presentation as to the fairness, accuracy, correctness, completeness or adequacy of that information. Certain market and industry data used in this presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neiter LAU nor its representatives or advisers have independently verified any such market or industry data provided by third parties or industry or general publications. Not an offer This presentation is for information purposes only and is not a prospectus, product disclosure statement or other disclosure or offering document under Australian law (and will not be lodged with ASIC) or any other law. This presentation is not, and does not constitute, an offer to sell or the solicitation, invitation or recommendation to purchase any securities (including shares in LAU) or any other financial product and neither this presentation nor any of the information contained herein shall form the basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Financial data All dollar values are in Australian dollars ($) unless stated otherwise. This presentation includes pro forma financial information. The pro forma financial information is for illustrative purposes only and is not presented as being indicative of LAU's view on its, nor anyone else's, future financial position and/or performance. Any pro forma financial information has been prepared by LAU in accordance with the measurement and recognition principles, but not the disclosure requirements, prescribed by the Australian Accounting Standards (AAS) unless otherwise stated. Certain financial data included in this presentation including EBITDA, EBIT and EPS and measures described as “pro-forma”, are "non- IFRS financial information” under Regulatory Guide 230 (Disclosing non-IFRS financial information) published by ASIC or “non-GAAP financial measures” within the meaning of Regulation G of the US Securities Exchange Act of 1934. The disclosure of such non-GAAP financial measures in the manner included in the presentation may not be permissible in a registration statement under the US Securities Act. The non-IFRS financial information and these non-GAAP financial measures do not have a standardised meaning prescribed by AIFRS and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with AIFRS. Undue reliance should not be placed on any non-IFRS financial measures included in this presentation. Past performance Past performance information (including past share price performance of LAU and pro forma historical information) given in this presentation is given for illustrative purposes only and is not necessarily a guide to future performance and no representation or warranty is made by any person as to the likelihood of achievement or reasonableness of any forward looking statements, forecast financial information, future share price performance or other forecast. Nothing contained in this presentation nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee as to the past, present or the future performance of LAU. For personal use only
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Disclaimer (cont.) PG 3 Future performance This presentation contains certain forward looking statements and comments about future events, including statements about LAU’s expectations about the financial and operating performance of its business. Forward looking statements can generally be identified by the use of forward looking words such as, “expect”, “anticipate”, “likely”, “intend”, “should”, “could”, “may”, “predict”, “plan”, “propose”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. Forward looking statements involve inherent risks and uncertainties, both general and specific, and there is a risk that such predictions, forecasts, projections and other forward looking statements will not be achieved. A number of important factors could cause LAU’s actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements, and many of these factors are beyond LAU's control. Forward looking statements are provided as a general guide only, and should not be relied on as an indication or guarantee of future performance and involve known and unk nown risks, uncertainty and other factors, many of which are outside the control of LAU. As such, undue reliance should not be placed on any forward looking statement. Effect of Rounding A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation. Disclaimer No representation or warranty, express or implied, is made as to the accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, neither LAU, its related bodies corporate, shareholders or affiliates, nor any of their respective officers, directors, employees, affiliates, agents or advisers (each a "Limited Party") guarantees or makes any representations or warranties, express or implied, as to or takes responsibility for, the accuracy, reliability, completeness, currency or fairness of the information, opinions and conclusions contained in this presentation. LAU does not represent or warrant that this presentation is complete or that it contains all material information about LAU or which a prospective investor or purchaser may require in evaluating a possible investment in LAU or an acquisition or other dealing in LAU shares. To the maximum extent permitted by law, each Limited Party expressly disclaims any and all liability, including, without limitation, any liability arising out of fault or negligence, for any direct, indirect, consequential or contingent loss or damage arising from the use of information contained in this presentation including representations or warranties or in relation to the accuracy or completeness of the information, statements, opinions or matters, express or implied, contained in, arising out of or derived from, or for omissions from, this presentation including, without limitation, any financial information, any estimates or projections and any other financial information derived therefrom. For personal use only
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PG 4 Lindsay Australia Limited (Lindsay) has entered a binding agreement to acquire 100% of SRT Logistics Pty Ltd (SRT or SRT Logistics) (the Acquisition), which will continue to operate as a wholly owned subsidiary of Lindsay. The Acquisition is expected to complete on 30 June 2025 subject to satisfaction of customary conditions precedent SRT Logistics is Tasmania’s largest provider of refrigerated supply chain solutions, with the Acquisition extending and connecting Lindsay’s network into a high growth region, providing greater earnings diversification and resilience SRT acquired for an enterprise value of ~$108.2 million on a cash free debt free basis1, to be funded via: ▪ ~$30.2 million in scrip consideration2 with SRT vendors to collectively hold ~12.8% of ordinary shares outstanding in Lindsay post-completion ▪ ~$57.2 million in cash (funded through Lindsay’s debt facilities)3 following the assumption of SRT’s debt Implied transaction multiple of upfront enterprise value at ~7.4x FY25F pre-AASB 16 normalised EBIT4 with transaction expected to be ~15% EPS accretive pre-synergies5 on a FY25F pro forma basis SRT CEO and major shareholder, Robert Miller, to join the Lindsay Australia board as an Executive Director adding further operational and strategic expertise to Lindsay’s board 1 2 3 5 Notes (1) Subject to customary completion adjustments, including for SRT’s net working capital, debt, outstanding related party loan receivables and cash balance at completion of the Acquisition. (2) 46.5 million shares issued at a price of $0.65 based on last close share price as at 15 April 2025. (3) Lindsay intends to draw down ~$57.2 million via an extension to the existing debt facility. (4) Exclusive of interest income consistent with Lindsay Australia’s treatment of pre-AASB 16 EBIT. (5) EPS accretion on an NPAT basis excludes integration costs and amortisation of acquired identifiable intangibles. The impact of purchase price accounting has not been completed. Executive Summary 4 For personal use only
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SRT Logistics Overview For personal use only
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>170 Vehicles >110 Containers >220 Trailers 6 Distribution Centres1 ~12% 3yr Rev CAGR ~$137.6m FY25F Revenue ~$14.6m FY25F EBIT2 >25% ROIC3 PG 6 Notes (1) Distribution centres utilised under lease agreements with third parties. (2) EBIT displayed on a normalised pre-AASB 16 basis consistent with Lindsay’s reporting methodology excluding one-off or non-recurring cost items. (3) ROIC = Underlying EBIT / Invested Capital. Invested Capital = Net debt + equity. Introduction to SRT Logistics Overview ▪ Founded in 1996, SRT Logistics is Tasmania’s largest provider of refrigerated supply chain solutions ▪ Majority of revenue derived from on -island refrigerated transport and distribution services across Bass Strait, connecting Tasmania and mainland Australia ▪ Blue-chip customer base primarily consists of leading food manufacturers, producers and retailers, a majority of which have held long -term relationships with SRT ▪ Four distribution centres and two satellite locations 1 across Tasmania, Victoria, New South Wales and Queensland enabling provision of integrated supply chain solutions ▪ SRT Logistics is forecast to achieve FY25F EBIT of ~$14.6 million 2 Service Offerings Key Metrics Chief Executive Officer Profile Multi-modal Refrigerated Transport Servicing key markets in TAS, VIC, NSW and QLD with multi-modal (road, rail and shipping) logistic and warehousing solutions Cross Docking and Warehousing Dedicated refrigerated storage and cross-docking environments for one carton to full loads Trans Bass Strait Shipping Refrigerated transport and distribution across Bass Strait utilising third-party shipping partners ✓ ✓ ✓ Robert Miller SRT Logistics Chief Executive Officer ✓ Joining Lindsay Australia board as an Executive Director ✓ 28 year tenure at SRT Logistics ✓ Overseen growth from a small Hobart-based trucking business to Tasmania’s largest provider of refrigerated supply chain solutions ✓ Strong industry connectivity and broad customer relationships For personal use only
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PG 7 SRT Logistics Investment Highlights Market leading multi- modal transport service provider ✓ Clear market leader in Tasmania refrigerated road transport and Trans Bass Strait shipping markets ✓ Comprehensive integrated supply chain solution with 24 hour operation capabilities connecting Tasmania and the mainland Scaled operating platform ✓ Mature operating platform with a modern fleet of prime movers and equipment and six distribution centres1 spanning the east coast ✓ Clear scale advantage on mainland Tasmania, being the only provider which can deliver to every town without the use of on-forwarders Growing Tasmanian agri-food industry ✓ Key beneficiary of growing Tasmanian agricultural sector which has seen a five year CAGR of ~8% as at June 20232 ✓ Agriculture remains a core component of the Tasmanian economy and a key focus for private and public investment Platform to drive long- term revenue and earnings growth ✓ Longstanding track record of revenue and earnings growth underpinned by growing freight volumes and market share expansion ✓ Well-invested asset base, providing sufficient capacity to pursue further growth opportunities with existing and new customers 1 2 3 4 Notes (1) Four distribution centres and two satellite locations utilised under lease agreements with third parties. (2) Department of Natural Resources and Environment Tasmania. Latest data available. For personal use only
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PG 8 Notes (1) LCL – Less-than-Container Load. (2) FCL – Full-Container Load. (3) Excludes other income. Market Leading Multi-modal Transport Player1 Multi-modal Refrigerated Transport Trans Bass Strait Shipping Cross Docking and Warehousing Description ▪ Comprehensive road haul and rail linehaul refrigerated transport and distribution ▪ Sizeable and modern fleet with refrigerated and dry grocery equipment ▪ Servicing key markets in TAS, VIC, NSW, QLD ▪ Extensive coverage in Tasmania, being only freight service provider servicing all towns in Tasmania ▪ Refrigerated transport services across Bass Strait via key shipping partners ▪ Key relationships with all major shipping partners enhancing capacity ▪ Access to two key ports, safeguarding against potential operational disruptions ▪ Shipping fleet consists of over 200 units equipped with Cooltrax live monitoring system ▪ Dedicated refrigerated storage and refrigerated cross-docking environments ▪ Sealed loading docks to maintain the temperature integrity of perishable goods ▪ All distribution centres offer chilled, frozen and dry storage options ▪ SRT offers storage, pick and pack, cross- docking and deconsolidation in LCL1 and FCL2 % of LTM Logistics Revenue as at Feb 20253 Key Customers / Industries Major retail chains, agriculture and horticulture, food and beverage manufacturers and local Tasmanian producers Current Lindsay Service Offering ✓ Market Entry ✓ 39% 58% 3% For personal use only
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PG 9 Notes (1) Four distribution centres and two satellite locations utilised under lease agreements with third parties. (2) Fleet statistics as at 31 March 2025. Scaled Operating Platform2 Operating Footprint Modern, sizeable and well -maintained fleet 2... .. supported by sophisticated digital infrastructure >170 Vehicles >220 Trailers >110 Containers SRT Logistics Distribution Centre Real-time visibility and oversight of loading and dock processes Safety and compliance assisted by real-time vehicle monitoring Continuous temperature monitoring through goods journey Streamlined pick up and delivery process via digital proof-of-delivery Real-time performance monitoring via data analytics and reporting ✓ ✓ ✓ ✓ ✓ Brisbane Sydney Devonport Launceston Hobart QLD NSW VIC TAS ✓ Six1 distribution centres located across four states on the east coast of Australia ✓ Strategically located Tasmanian distribution centres enables whole of island coverage ✓ Hobart facility includes custom built pick and pack operations for a blue- chip customer ✓ Satellite distribution centres in Sydney and Brisbane enhancing distribution capabilities and optimising transportation costs Melbourne For personal use only
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1.6 2.5 0.0 0.5 1.0 1.5 2.0 2.5 3.0 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 PG 10 Notes (1) Department of Natural Resources and Environment Tasmania. (2) CAGR – Compound Annual Growth Rate. (3) Department of State Growth Tasmania. (4) Department of Treasury and Finance Tasmania. Growing Tasmanian Agri-food Industry3 Access to water for irrigation, increasing market access and on-farm productivity improvements have supported performance1 Temperate maritime climate, provides regular rainfall and a lower risk of extreme weather that affect other agricultural regions3 Tasmania’s agri-food industry represents a core contributor to the state’s Gross State Product and an ongoing focus of public and private investment3,4 Tasmanian Government and the State’s agricultural industries have a target to grow farmgate value of agriculture to $10 billion by 20501 ✓ Strong Industry Growth Gross Farm Gate Value of Tasmania’s Food and Non Food Agriculture ($bn )1 Major Component of the Tasmanian Economy Gross Value of Primary Production at the Farm Gate or Beach ($bn )1 Food & agriculture $2.2bn Non-food agriculture $0.3bn Seafood $1.6bn Dairy, Beef, Chicken, Potatoes, Vegetables, Lamb and Mutton, Other Livestock, Berries, Cherries Salmonoids, Abalone, Rock Lobster, Other Seafood Non-food Field Crops, Wool, Other non-food items Food & Agriculture Seafood Non-food agriculture ~$4bn ✓ ✓ ✓ For personal use only
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Strong Revenue Growth ▪ Strong organic revenue growth across Trans Bass and local distribution with expansion underway into mainland markets Resilient Revenue Streams ▪ Consistent revenue growth through economic cycles, underpinned by a diversified customer and product mix with exposure to low-discretionary freight Further Growth Opportunity ▪ Additional near-term growth available via increasing transport volumes from existing customer base and further expansion in service capacity and network Well-invested Asset Base ▪ SRT has invested in the asset base and internal capability to position the business for the next phase of growth Operating Leverage Materialising ▪ Underlying EBITDA growth and margin expansion highlights operating leverage as SRT continues to scale operations PG 11 Strong Financial Performance and Growth Platform4 Revenue ($m) 1,2 Normalised Pre -AASB 16 EBITDA ($m) 1,2,3 Commentary Notes (1) SRT Management Accounts. (2) CAGR – Compound Annual Growth Rate. (3) EBITDA and EBIT displayed on a normalised pre-AASB 16 basis consistent with Lindsay’s reporting methodology excluding one-off or non-recurring cost items. Normalisations defined as per financial due diligence report. ✓ ✓ ✓ ✓ ✓ 98.3 112.5 125.5 134.0 137.6 FY22A FY23A FY24A LTM Mar25A FY25F 5.4 8.8 7.7 12.1 14.6 FY22A FY23A FY24A LTM Mar25A FY25F 9.1 12.2 11.9 17.2 19.8 FY22A FY23A FY24A LTM Mar25A FY25F Normalised Pre -AASB 16 EBIT ($m) 1,2,3 For personal use only
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Acquisition Terms For personal use only
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PG 13 Acquisition Terms and Funding Notes (1) Purchase price is subject to customary completion adjustments, including for SRT’s net working capital, debt, outstanding related party loan receivables and cash balance at completion of the Acquisition. Lindsay intends to draw down ~$57.2 million via an extension to the existing debt facility. (2) Based on last close share price as at 15 April 2025 (3) Figures may not reconcile due to rounding. Item Description Acquisition ▪ Acquisition of 100% of SRT Logistics Pty Ltd ▪ SRT Logistics to operate as a wholly owned subsidiary of Lindsay Australia ▪ Completion expected on 30 June 2025 Consideration ▪ A total of $108.2 million payable on a cash-free debt-free basis1, subject to customary completion adjustments including for net working capital, debt and cash balance at completion of the Acquisition ▪ Scrip consideration of ~$30.2 million issued at a price of $0.652, equivalent to 46.5 million shares o SRT vendors will collectively hold ~12.8% of Lindsay Australia shares on issue post-completion ▪ The balance of ~$57.2 million to be paid in cash to all SRT vendors1 following the assumption of SRT’s debt Escrow ▪ The scrip consideration issued to SRT vendors will be subject to voluntary escrow and, in the absence of an extension in the circumstances outlined below, will be released in two tranches: o 25% of the total scrip consideration (~$7.6 million)3 will be released from escrow following the release of Lindsay’s FY26 full year results o 75% of the total scrip consideration (~$22.7 million)3 will be released from escrow following the release of Lindsay’s FY27 full year results ▪ The SRT vendors provide customary warranties and indemnities to Lindsay under the transaction documents. If the SRT vendors are required to pay an amount to Lindsay under the warranty and indemnity regime in the transaction documents and fail to do so, Lindsay may direct the SRT vendors to sell part or all of their scrip consideration and remit the proceeds to Lindsay in satisfaction of the outstanding amount. If a warranty and indemnity claim has been made but is unresolved at the end of an escrow period, the escrow period may be extended until such time as the claim has been resolved Management ▪ Key management of SRT, including the CEO and COO, will enter into agreements to remain with Lindsay following the Acquisition (subject to and with effect from Acquisition completion) Conditions Precedent ▪ Completion of the Acquisition is subject to satisfaction of customary conditions precedent Representations, Warranties and Indemnities ▪ The transaction documents include customary terms and conditions for transactions of a like nature, including regarding representations and warranties, indemnities and completion conditions Board Composition ▪ Robert Miller will join Lindsay’s Board of Directors following completion of the Acquisition Approvals ▪ Lindsay does not require shareholder approval for the Acquisition ▪ The Lindsay shares to be issued at Completion will be issued with Lindsay’s existing placement capacity under ASX Listing Rule 7.1 ▪ The cash component of the consideration will be satisfied by drawdown via an extension to Lindsay's existing debt faciltiies For personal use only
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Strategic Rationale For personal use only
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PG 15 Strategic Rationale for the Acquisition Extend and Connect Lindsay’s Network 1 Attractive Financial Outcomes2 Optimisation and Transformation Benefits3 ✓ Provides diversification of the operating base by state and customer type increasing earnings resilience ✓ Offers network multiplier opportunity across multiple lanes and return freight into Tasmania via existing Lindsay customers ✓ Complementary agricultural harvesting seasons provide year-round exposure to crop volumes and reduced cyclicality ✓ Expected to be ~15% EPS accretive on a FY25F pro forma basis (pre-synergies and post-transaction costs)1 ✓ Transaction multiple represents an enterprise value multiple of ~7.4x pre-AASB 16 normalised EBIT ✓ Post-acquisition net leverage2 to increase to ~1.9x FY25F pre-AASB 16 EBITDA and remain within target levels ✓ Integrate two high quality operating businesses to consolidate Lindsay’s market position and enhance customer value proposition ✓ New revenue stream for Lindsay through entry into the highly compelling Trans Bass Strait shipping market ✓ Opportunity to realise service and transformation benefits through the combination Delivering against strategic objective of being the first choice in refrigerated transport throughout Australia Notes (1) EPS accretion on an NPAT basis excludes integration costs and amortisation of acquired identifiable intangibles. The impact of purchase price accounting has not been completed. (2) Net leverage ratio = Net debt / underlying pre-AASB 16 FY25F EBITDA. For personal use only
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35.9% 18.7% 21.2% 5.8% 18.4% PG 16 Geographic Diversification1 Diversification in Revenue Streams Complementary Growing Seasons Australia Climate Zones Based on Temperature and Humidity 3 Further diversification in revenue reduces the impact of localised weather and economic disruptions Tasmania’s agricultural growing and harvesting seasons strongly complement Lindsay’s horticultural earnings profile Provides Lindsay with year round volumes of agricultural goods and backfill opportunities across key transport lanes ✓ ✓ ✓ Climate Zones Hot humid summer Warm humid summer Hot dry summer, mild winter Hot dry summer, cold winter Warm summer, cold winter Mild / warm summer, cold winter Lindsay Transport1,2 FY25F Pro Forma Revenue Transport MergeCo1,2 FY25F Pro Forma Revenue ~$600m ~$738m QLD NSW VIC WA TAS Notes (1) Forecast pro forma revenue for Lindsay Transport division only. (2) Inclusive of GJ Freight FY25 pro forma revenue on an annualised basis and FY25F pro forma revenue associated with expansion of Shepparton depot an annualised basis. (3) Bureau of Meteorology. 44.0% 23.0% 25.9% 7.1% For personal use only
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PG 17 Extend and Connect Lindsay’s Network1 Lindsay’s Transport and Rural Network (post -Completion) Extending and Connecting Lindsay’s Transport and Rural Networks ▪ SRT’s scaled platform provides a compelling entry point into the attractive Tasmanian road freight and Trans Bass Strait shipping markets ▪ Connecting SRT’s established Tasmania and Victorian footprint with the broader Lindsay transport network provides access to new regions and customer segments for both businesses, increasing revenue opportunities ▪ Lindsay increases its exposure to the southern produce markets which demonstrate greater resilience and have complementary growing seasons to northern states Building on Recent Acquisitions and Strategic Initiatives ▪ In March 2025, Lindsay completed the acquisition of GJ Freight, an integrated logistics and packaging business operating across six sites in south -west Western Australia ▪ Lindsay is in the process of establishing transport and packaging services in the Goulburn Valley leveraging the Hunter network to replicate Lindsay’s fruit loop model. Packaging sales and transport operations have commenced 1 +2 3 1 3 2 SRT Logistics (6) GJ Freight (6) Lindsay Fresh (1) WB Hunter (11) Lindsay Rural (22) Lindsay Transport (24) For personal use only
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PG 18 Attractive Financial Outcomes2 ~15% EPS accretive1 1.9x Pro forma Net Leverage ratio2 Upside via tangible synergy base Robust Balance Sheet Maintained ▪ Consideration funded via scrip consideration (ensuring alignment of SRT vendors) and drawdown of debt facilities 3 ▪ Post-acquisition net leverage2 expected to be 1.9x and remains below target levels ▪ Balance sheet flexibility maintained Strong and Immediate Pro Forma EPS Accretion ▪ SRT acquired on an enterprise value multiple of ~7.4x pre -AASB 16 normalised EBIT ▪ Expected to be ~15% EPS accretive on a FY25F pro forma basis (pre - synergies and post -transaction costs) 1 ▪ Further upside available via pursuit of tangible synergy opportunities following integration Sufficient headroom to pursue growth Notes (1) EPS accretion on an NPAT basis excludes integration costs and amortisation of acquired identifiable intangibles. The impact of purchase price accounting has not been completed. (2) Net leverage ratio = Net Debt / Underlying pre-AASB 16 FY25F EBITDA. (3) Lindsay intends to draw down ~$57.2 million via an extension to the existing debt facility. For personal use only
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PG 19 Optimisation and Transformation Benefits3 Optimisation Benefits Transformation Benefits Combined infrastructure expands geographic coverage and creates an integrated national refrigerated transport player Optimisation of Lindsay and SRT mainland operations Increased equipment utilisation through backfill opportunities Procurement benefits through enhanced scale Shared resources to improve efficiency and productivity ✓✓ ✓ ✓ ✓ Leveraging the complementary strengths and core competencies of both businesses to maximise value creation✓ Combination of management expertise, including Trans Bass Strait shipping experience and last mile delivery capabilities✓ Cross-pollinate industry relationships and connectivity improving Lindsay’s competitive positioning ✓ Once unlocked, optimisation and transformation benefits will deliver significant value in the combined business For personal use only