Kelsian Group Limited

Kelsian Group Limited

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Q2 FY2026 · Earnings Call TranscriptFebruary 23, 2026

Operator

Finally, I would like to advise all participants that this call is being recorded. I'd now like to welcome Graeme Leishman, Group CEO, to begin the presentation.

Graeme Legh

Thank you, Paulie, and good morning again everyone. Firstly, I would like to again apologize for the delay in commencing this morning, but also like to welcome you to the belated half year results presentation for the six-month period ending 31 December 2025.

Today, I will provide an overview of the results and also talk to this morning in relation to our tourism portfolio, which was identified for divestment last year. CFO, Andrew Muir, who I'll hand to shortly to run through the details of the financial performance for the half, before I conclude with an update on our outlook for the remainder of the year.

If we move into the presentation, and the next slide. I'm delighted to be delivering a record result today for the six-month period to 31 December, upgrade to our earnings guidance for FY26.

Pleasingly, the record result was delivered through revenue and earnings growth from all for the group. Revenue was up 10.6% to $1.186 billion, was driven by the expansion of key contracts.

On top of the revenue indexation mechanisms in these mechanisms provide a natural hedge against inflationary pressures and reinforce the defensive characteristics of our contracted earnings. The group delivered improved earnings margins, 16.4% to $153.8 million, EBIT up by an impressive 26.5% to $75.3 million.

Tax and before amortization up 32.2% to $52.5 million. This earnings result and the group's margin expansion was driven by employee shuttle contracts in the US, the ongoing contribution of the Bankstown rail replacement bus services in Sydney, and strong trading from across the Marine & Tourism portfolio.

Operating cash flows with net operating cash flow increasing by 26.1% to $83.1 million during the period. Leverage at the end of the period was 2.7 times, and we remain on track to reach our target leverage range by the end of the year.

The result this period demonstrates the defensive nature of our business with a diversified portfolio of long-term transport services, earnings, and cash flows. On the back of the trading performance in the first half, we are upgrading our earnings guidance for the full year.

Underlying EBITDA for FY26 is now expected to be between $303 and $312 million, $287 to $310 million range set at our full year I'll come back to discuss outlook in more detail later in the presentation. Turning to slide 4, operational highlights for the period set out on slide 4.

Alongside our half-year results, we've also today announced that we have entered binding agreements for the sale of our tourism portfolio for total cash consideration of $161 million. We first announced the intention to divest the portfolio of tourism assets in April 2025, soliciting interest from multiple domestic and international parties.

Today's announcement is the culmination of this process and we'll now work through the required regulatory approvals in the first half of FY27. I'll provide further details about the divestment announcement.

From a strategic perspective, several other notable Within the Australian Bus division, we continue to work towards finalizing the 2-year contract extension for our Sydney Region 6 contract from 1 July 2026, and will be characterized by revised contract terms alongside a step change in the shift towards a zero-emission bus public transport network in Sydney with transport new electric vehicles to the Region 6 fleet. Another highlight was the contract to deliver new bus services in the Ipswich and Logan areas, our first Services commenced in November 2025 and are expected to expand over time.

Buses to be operated from a new state-owned depot. Queensland remains a key long-term growth market for the division and our position in the state.

In the UK, we completed the acquisition of South Wales Transport. Founded in 2004, the business has a strong reputation for service reliability and deep regional expertise We intend to leverage Kelsian's global best practice in bus business for the upcoming contract opportunities in Wales.

The Marine & Tourism division was successfully re-awarded the Mobil and Southern Moreton Bay other processes, reflecting the strength of our operation performance and long-standing partnerships in the region. Off momentum and service growth across our employee shuttle contracts in the US.

We are investing further in the Gulf Coast region and have leased two new depots to support our operations, including associated facilities and work We continue to deploy new growth capital to increase the fleet size in this region. This investment will support our expanding footprint safe and reliable services as the scale of our operation increases.

A highlight of the half was the operation performance from across the Marine & Tourism portfolio. This improved performance was driven by several and the ongoing enhancement of our yield management solutions.

Services were operated successfully throughout the period, and will now continue at least until the end of the financial year. With our government clients in leasing the 60 buses that were acquired for this project when the Bankstown services come to an end.

National challenges across our Sydney bus operations. These relate to delays in the electrification of depots as maintenance costs as we continue to run ageing diesel fleets.

The need has been recognized by the New South Wales government, and a program of improvements is now being implemented. The initial stage of these improvements was successfully delivered in September.

I will now hand to Andrew, who will provide a detailed run-through of the financial results. Thank you, Graham, and

Andrew Muir

good morning, everyone. Kelsian has delivered a record financial result for the six-month period ended 31 December 2025, and margin improvement across the group.

Underlying EBITDA increased by 16.4%, and underlying EBIT increased by 26.5% compared to the prior year. Taken together, these results demonstrate the resilient protected revenue base, and the operating scale benefits coming through the portfolio.

Let me now walk through Slide 6 provides a high-level comparison of the consolidated first half results for FY26 compared with the six months to December 2024. The revenue increase of just over 10% was of contract indexation mechanisms we have in the majority of our Australian bus contracts, a full in Sydney, which began in September 2024, the ramp-up of a number of existing and new contracts in the USA, and good growth in the Marine & Tourism business.

Overall, and the group delivered an additional 21.6 in EBITDA compared to the same half last year. Is at the lower end of guidance, reflecting the geographic earnings mix and ongoing marine training incentives consistent with prior periods.

After tax and before amortization for the half was up 32.2% to $52.5 million. Earnings per share before amortization of 19.3 cents increased by 31.9% compared to the prior year, operating discipline.

We've maintained a fully franked interim dividend of 8 cents per share, which is the same as last year, and we continue to offer a dividend discount. Statutory net profit after tax for the period increased by 62% to $32.4 million.

Period, totaling $3.4 million on a post-tax basis. These are primarily associated with the implementation of our global finance To the cash flow on slide 7.

The quality of earnings remains strong, under revenues across the portfolio. With a cash conversion of nearly 95%, translating to gross operating cash flow of over $100 million.

During the half, we invested $78.3 million in new and replacement assets, including vessels, buses, motor coaches, Expenditure remains in line with our previously announced capital programs and guidance. We finished with a healthy cash reserves of $141.9 million.

Turning to the At period end, we had net debt of $664.9 million. This excludes the financing of $83.8 million relating to government shortly.

From a leverage perspective, we finished the period with pro forma leverage at 2.7 times, down from 3.2 times at December 2024. SPV government-backed contracted assets, and all bank covenants are comfortably met.

The main changes to the balance sheet during the period relate to assets acquired as part of the capital program, right-of-use asset and liability associated with leasehold properties in the USA and WA, and operating leases for motor coaches We continue to hold approximately $33.5 million in government-backed contracted assets on our balance sheet, which haven't yet moved into a ring-fenced SPV structure. SPV structure at the next contract renewal date.

Excluding these from our leverage calculation, leads to 2.5 times. Finally, we remain on track to be within our target leverage range by 30 June 2026.

Turning briefly to the special-purpose limited-recourse arrangements on the next slide. Since July 2023, it's financing arrangements whereby Kelsian warehouses government-backed contracted bus assets on balance sheet for the duration of the relevant government contract.

These SPV facilities effectively enable unlimited scalability for governments across the globe seeking to improve and upgrade public transport buses and infrastructure. Limited-recourse financing facilities are excluded when we calculate our bank covenants.

Structurally, the asset values over the contract term, and if the contract is not renewed, the assets and corresponding debt revert to government. There is no residual risk or financial exposure from a Kelsian Group perspective.

At 31 December, contracted assets totaled $117.3 million, of which $83.8 million are in the Turning now to capital expenditure on slide 10. Net capital expenditure during the period totaled $76 million.

This comprised gross capex of $78.3 million offset by proceeds of $2.3 million from routine asset sales and disposals. This was in line with expectations.

It included ongoing expenditure on new vessels and landside infrastructure for our Kangaroo Island ferry service, the final payment for the second Southeast Queensland vessel, which was delivered and commenced services during the half, for the purchase of new motor coaches for the two LNG contract wins in the USA. Full-year FY26 capex is now expected to be $135 million.

This includes from FY25 that we flagged at the full year results in August and an additional $7 million of growth capex to meet the demand and increased scope of services we are experiencing and providing to clients in the USA. Turning now to a brief overview of divisional performance, starting with the Australian Bus division on slide 12.

Period was underpinned by the contract indexation mechanisms we have in our government contracts. We continue our rail project, which we anticipate will continue to operate at least for the remainder of FY26.

Crossing replacement work in Perth. This was in part replaced by a tram replacement project in Adelaide.

The Adelaide tram project commenced in August and ended in July this year. The Bus division's margin was impacted by a small number of largely temporary Australia and New South Wales.

These included delays in service change and maintenance costs associated with an ageing diesel fleet delivery of government-funded electric replacement buses. Importantly, stable and we expect a progressive improvement in the second half.

Reliability and drive performance penalties. These issues are expected implemented.

Margins were also affected by the non-cash accounting impact arising from depot sale and leaseback arrangements we had in WA. We're on track to commence a two-year extension of our Region 6 contract effective 1 July 2026.

This is our largest contract and historically delivered lower margins The extension provides improved pricing certainty and operational stability and something we are really looking forward to. We're awarded a new contract to operate bus services in the Ipswich-Logan area.

This is our first contestable where buses and depots are provided by government. This contract commenced in November 2025 and, although small, in foothold from which to expand.

Finally, our natural resources and charter team was awarded to operate zero-emission buses for South32 in the Pilbara. Overall, turning now to slide 13, the International Bus segment with operations in the USA, Singapore, and the UK.

Overall, the International segment delivered very strong revenue growth, costs were well managed, margins improved, and underlying EBIT increased by more than 130%. The AHI business performed very well.

The performance reflects our ability to scale rapidly in complex project environments cost controls. Throughout the period, we saw good levels of support after LNG projects, along with the commencement and ramp-up LNG contracts, which we announced in June, with potential extension options.

To support this growth, we acquired a combination of new on these new contracts. To further support our position in the region, we procured two new leasehold depot locations, one in Texas and one in Louisiana, the expanded fleet and improved motor coach availability.

In the corporate and tech shuttle space, business activity levels and volumes have also increased. In Singapore, we commenced operating the new capital-light contract with the Sentosa to provide bus services on the island of Sentosa.

This contract is for 5 years and commenced in September. Operationally, the business continues to receive performance incentives, albeit at low levels.

In the UK, we completed a regional bus operator in Swansea, Wales. South Wales Transport provides us with access to buses.

We're confident this acquisition will further strengthen our relationship from a tendering perspective. The priority and focus of the UK team is on the upcoming tenders were unsuccessful in tranche 1 of the Liverpool tender, we remain competitively positioned for a number of upcoming school bus contracts and Liverpool tranche 2.

Marine & Tourism on slide 14. We are delighted with the results from the Marine & Tourism division.

The division delivered very good top-line growth and efficient EBIT. The strong operating performance supported the value case as the divestment process quality and earnings potential of these assets.

All business units performed in line with and it was pleasing to see the improved performance from our Sydney, K'gari, and Northern Territory businesses. Increases were implemented throughout the half, and the dynamic pricing initiatives we have in place contributed to improving returns.

During the period, we had a number of our larger fleet go through their scheduled out-of-water maintenance, and as a result, was for additional repairs and maintenance costs compared with the previous period. Two new Kangaroo Island vessels and work to upgrade the landing infrastructure, and we are focused on preparations for the revised mobilization plan and service commencement Finally, we took delivery of the second of two South Moreton Bay island vessels in November, and this and improved operational performance to the region.

The corporate costs on slide 15 reflect several factors, a number of which First, the underperformance of our captive insurance structure has seen us recognize approximately $2.5 million due to claims performance and elevated claims activity generally. We've continued to across the group, and we also recognized a higher non-cash expense incentive program.

Finally, there were implementation costs associated with HR platform. While the Workday implementation costs impact short-term earnings, the to support margin stability and cost discipline over time through efficiency, governance, and control benefits, process standard legacy platforms across the group.

I'll now hand back to Graeme to talk about growth, strategy, and outlook.

Graeme Legh

Thanks, Andrew. Before we look at the specific outlook for the group, I would like to provide some further details on the important announcement we made today agreements with Journey Beyond to divest the tourism portfolio.

As detailed on slide 17, we are happy to announce that all operating businesses earlier last year will be sold to Journey Beyond for total cash million dollars. After running an extensive sale process, it is pleasing to reach this significant milestone today, and we approval including from the ACCC and FIRB.

Action completion will occur in the first half of FY27. Portfolio contributed $23.7 million of EBITDA for the 2025, and on a pro forma basis, the expected net transaction proceeds would have target range of between 2 and 2.5 times underlying EBITDA.

I would like to take this chance to thank tourism teams. I acknowledge it has been a difficult period for you, your professionalism, and the dedication you have shown, you continuing to deliver this every day.

In addition to the transaction tourism assets, including two properties, will be sold to separate parties. The additional proceeds from these transactions is expected to be approximately $3 million.

Following the sale of the tourism portfolio as a streamlined, global commuter and contracted transport business, delivering essential passenger and marine operations. On slide 18 will mean for our retained marine operations.

The retained marine businesses have similar into our bus public transport contracts. Revenue from the division will be less sensitive to changes in economic conditions, and will be backed by long-term, high-quality service contracts, and the retained capital intensity.

Details of the business units that will are set out in a table on this slide. A solid foundation we now have to deliver sustainable, long-term growth.

The growth pipeline is significant, and we have positioned ourselves in each of our markets to capitalize on the opportunity in front of us. Our operational and provides the platform from which we plan to continue our long track record of delivering organic growth, service expansions, and new contract wins.

In Australian Bus, contract extensions and service growth opportunities we State government clients have acknowledged that patronage levels have grown, and congestion has making new investments into bus services and service quality that we have not seen since before the COVID pandemic. In addition, new contract opportunities will be pursued in existing markets, and in muscle contracts in New South Wales and bus contracts in Wellington, New Zealand.

Our International Bus division has material growth opportunities in each of our three markets. The oil and contracts in the US remain significant and historically elevated.

In the UK, we now own two small regional operators, which give to bid for the very significant part with some 10,000 buses to be contracted over the next 3 or 5 years. The management team the outcome of contracts we've bid for in Liverpool, and is actively working on the next round of franchise opportunities in Liverpool and in West Yorkshire.

A further LCA bus contract is in the market with bids due later this half for a 400 bus in 2027. Our Marine division continues to deliver improved performance from our in higher-capacity vessels, and we expect this to continue with the Island vessels later this year.

We are also actively pursuing the outcome of Auckland Transport's ferry service tender expected before the end of FY Looking forward, we will continue to focus on capital-light organic selectively pursuing investments that both meet target returns and bring a strategic advantage for our To the outlook for the remainder of FY26 and our guidance update, as set January 2026 trading was in line with expectations with continued strong performance delivered by the International Bus division. New trading months for the Marine & Tourism division and it performed in line with expectations.

Second half, in general, we expect the key trends and drivers of performance We'll continue to see expansion of our employee shuttle contracts in the US, and the Bankstown rail replacement bus services will now operate the financial year. The operational challenges across the albeit some improvement is expected as additional services are added to networks and more electric vehicles are introduced.

Approximately $4 million of mobilization costs as the new Kangaroo Island vessels come online. Contract opportunities in New Zealand and the UK are expected to be announced.

The separation of the divested tourism portfolio and as we work towards completion of this transaction in the first half of FY27. As for our earnings guidance, as flagged in the introduction, off the back of the strong first half results and the solid momentum heading into the second half, our guidance range has been revised upwards with full-year EBITDA expected to $312 million.

In conclusion, I'm very pleased to deliver the record result for the half today, alongside the update on the tourism portfolio divestment, set us up well as we look ahead for the remainder of the financial year and beyond. Before we take questions, I would like to say a few words about Neil Smith, who announced his retirement Neil was one of the founders of our transit systems and Tower Transit in Perth back in 1995.

Neil built the dominant and then took this success offshore, taking Tower Transit into the UK and Singapore. Neil's unrivaled passion for has driven the culture of our bus operations, and this passion the industry.

I've had the privilege of working with Neil for the last 16 years. Throughout that time, I've benefited enormously to public transport, his drive to solve the transport problems of our major cities, and his On behalf of the board and all of our employees, I would like to sincerely thank Neil for what he has done.

Andrew and I will now take your questions.

Operator

Thank you. As mentioned, we will now begin the Q&A in the queue, please press star one.

To withdraw your question, press star one again. From the line of James Wilson at Macquarie, please go ahead.

James, your line is open. I will return James to the queue.

They might be on mute. We have Allan Franklin of Canaccord Genuity, please go ahead.

Allan Franklin

Good morning, all. Hope you're doing well.

Thank you for your time. Maybe just sort of in that vein on the asset sales, just when we're thinking about the remaining assets within Australian bus, how do we expect that moving forward?

Is there any sort of draw-outs? Is there any with those mobilization cost pressures?

Graeme Legh

Allan, it's not a lot of seasonality in the Kangaroo Island services sort of peaks over holiday periods, but the remaining portfolio is very stable. See

Allan Franklin

Just on KI, any sort of risk that gets pushed further out? Or do we think that that $4 million in the second half '26 and then we get clean operations thereafter?

Graeme Legh

That's what we're currently working towards, Allan, and that

Allan Franklin

Yep, following. Just on the US, just to sort of clarify, majority, if not all of that sort of uplift in EBITDA coming out of the US, is that from And then just looking into the second half in a heavy charter work period, are there any items you'd like to call out on the second half?

Costs for the depots, as an example, that might weigh on profitability?

Graeme Legh

Alan, that's correct in assuming the majority the uplift in International Bus is the US. Some positive trading in the half, but yes, the majority of the improvement is out of the US.

We're comfortable with how things are tracking in the US. Underlying charter businesses are performing well of the really busy months as we speak, and heading to the warmer months over there, and initial indications are everything is for the second half.

Allan Franklin

Yep. Is that a headwind into F'27 at all, or is it not material?

Graeme Legh

No, they are rolled into the guidance, but it's certainly not a material cost.

Allan Franklin

All fine. Thank you.

Operator

Before we move on to the next question, a reminder, if you would like to join the queue, to press star one. From the line of Aryan Norozi of Jardens, please go ahead.

Aryan Norozi

Hi, guys. Can you hear me?

Graeme Legh

Yep.

Aryan Norozi

First one, I think in fiscal '25, you guided to abnormal costs from the finance HR systems of $9 mil, and then in the pres today you said you incurred Taking that cost above the line versus below before?

Graeme Legh

Incurred in the half.

Aryan Norozi

Yes. Out of the $20 million of corporate costs, versus $6 million, about a $5 million step-up year-on-year, how do we think about how that steps down in the second half '26 and then moving forward?

Is that $4 by a $3, $4 million the cost you called out?

Graeme Legh

Million for the self-insurance costs. Driver of that, the performance of our captive in Singapore, which we don't expect to repeat.

There's some other costs we've invested in and around IT, which are one-off in nature. There's sort of $3.5 million between those.

Aryan Norozi

Color around how much of the $85 million of sustaining capex is now like the divested assets?

Graeme Legh

We'll provide a follow-up, but I don't have that number to hand at

Aryan Norozi

the

Graeme Legh

I think the key thing there is you look at the retained marine businesses that we set out on the slide, they are either businesses where we've recently invested significantly in the fleet, or businesses that are capital-light with the assets provided by will be a material step-down in the capital intensity of the Marine division moving forward.

Aryan Norozi

Last one, just on the US LNG part of the business, obviously CP2 and LA LNG this financial year. Assuming you can't recycle buses because Golden Pass potentially continues for longer, how much more capex do you need to incur to get you to the full manpower to deliver full run rate of earnings?

Graeme Legh

As we flagged in the presentation, there was the $23 last period, plus another $7 million that we expect to incur this period in growth capex. Now that gets us to what we need, based on what we know today.

Upside in those projects if they ramp up faster than expected, or the client puts on more people than they originally comfortable with what we've got in the contracted pipelines, but potential further upside with new things coming online in relation to those.

Aryan Norozi

These contracts do $30 mil plus revenue per annum at full run rate and good margins. Your is to deliver that $30 mil per annum revenue Aussie dollar terms in FY27 onwards, full run rate of earnings?

Graeme Legh

As we sit today, we're happy with the project, acknowledging that these projects do move pretty fast and we do think there's potential more upside dition to what we've allowed for in the capex at the moment.

Aryan Norozi

Great. Thanks, guys.

Operator

That does to hand back to Graeme for closing remarks.

Graeme Legh

Thank you everyone for joining us and for your time today. Again, I sincerely apologize for the delay.

I know it's day for everyone, but appreciate those of you who stuck around and got there. Thank you very much for joining us.

Thank you.