Bravura Solutions Limited (BVS) Earnings Call Transcript & Summary

Good afternoon. And on behalf of the Board, I would like to welcome you to the 2023 Annual General Meeting of Shareholders of Bravura Solutions Limited. This year's meeting is also being held online through a virtual meeting platform, provided by Link Market Services, and all attendees are able to watch a live webcast of the meeting. Members and proxies will have the ability to ask questions in person, online or through a conference call and submit votes either in person or online. It now being 2:00 p.m., and there being a quorum present, I declare the 2023 AGM of Bravura Solutions open. My name is Matthew Quinn, the Chair of Bravura and with me is the Group CEO, Andrew Russell; and our company Secretary, Melissa Jones. Our other Directors, Russell Baskerville, Charles Crouchman, Sarah Gedge, Damien Leonard, Peter Mann and Shezad Okhai, have all joined us online. Graham Leonard from our auditor, Ernst & Young, is also in attendance. I'll start today's proceedings by making some brief remarks, and we'll then invite CEO and Managing Director, Andrew Russell, to address the meeting before we move on to the formal business. FY '23 was a year of underperformance and great disappointment for our shareholders, leading to major changes to the Board, including my appointment as Chairman in June and subsequently to challenges in the management team with the appointment of Andrew as our new CEO. The company has already taken swift and decisive action to stem the losses and get back to profitability. Bravura is fundamentally a good business with a very strong base of blue-chip customers, great technology and talented employees, giving us a strong foundation from which to do this. The changes to the Board are essential to ensure we have the right mix of skills and experience necessary to successfully take the company forward, and we encourage you to support these changes by voting in favor of the election of the new directors today. I will now invite our CEO, Andrew Russell, to provide an overview of our plans to improve financial performance and build value for shareholders.

Thank you, Matthew. Good afternoon. Thank you for joining the 2023 AGM. My name is Andrew Russell and I am the Group CEO of Bravura Solutions. Today, I will present to the following agenda: presentation headlines, FY '24 key priorities and strategy update, FY '24 guidance and key takeaways. I will begin with our presentation headlines. The key messages to our shareholders from today's presentation are these. Bravura Solutions is a strong business with market lead technology, world-class clients and talented employees. With the new Board and management in place, we are in the process of rebuilding shareholder value using the solid product and client base. The upheavals earlier in the year created uncertainty and concern for our people and clients. Over the past few months, since I have joined, the business we have communicated frequently and openly with all our stakeholders to update them on the immediate priorities as we transform the company and restore profitability. We are in the early stages of transformation with $25 million of annualized cost savings already achieved, and we have identified a further $22 million in savings in FY '24, which are in the process of being executed on. We are now making progress on resetting the business, rightsizing our cost base and positioning Bravura to return to run rate profitability, measured by cash EBITDA, our principal performance metric by the end of FY '24. And given the importance of remaining focused on delivering the fast paced transformation in FY '24, we have prudently agreed the FY '24 priorities the management and are steadfastly focused on delivering to them. This year is about resetting and energizing the business. At the same time, we are continuing to build and evolve our strategic thinking for FY '25 and '26 and beyond. We are in the process of rebuilding the foundations of a quality business, which will then allow us to accelerate our financial performance in the years ahead. We look forward to sharing our strategic thinking later this financial year following management delivering the gross cost-out foundations that allow Bravura Solutions to achieve our FY '24 guidance. Turning now to our FY '24 priorities. To deliver our strategic vision in FY '24, we are focusing on the following 4 strategic pillars. Firstly, realigning the business around our core and creating an efficient, accountable and client-centric organization. The action for this has started with realigning the business around our core markets of APAC Wealth, EMEA Wealth and EMEA TA. We are deep in the process of resetting our business based on the region and product alignment strategy. We will be appointing CEOs for these regions to have end-to-end P&L accountability. Our second priority is leveraging our market-leading technology and proving we must be the preferred solution for core platforms in integrated and [indiscernible]. The Bravura product suite remains market-leading and mission critical to the operational success of our clients. We will ensure that we capitalize on this strategic advantage and proactively industrialize our core offerings while at the same time, growing our lifetime client value. Prime examples of what can be achieved when we get it right, are illustrated by our recent success of migrating Aware's 1.1 million members to the Sonata Alta platform and our recent in parallel success migrating in over 500,000 members onto our existing Sonata platforms. Additionally, our FY '24 priority is to increase the share of revenue from our enablement product capabilities such as orchestrator, digital and Midwinter. Our third strategic priority is to ensure that we grow with our existing clients through additional products and services. This will be achieved through building our existing relationships via our product lead strategy and road maps. Our FY '24 priority is to ensure our client contracts deliver value for both of us. In parallel, we must build a quality business that is world-class software provider and it is a great place to work for our talented employees. Our immediate priorities are to rebuild our employee value proposition and to focus our client engagement on solving client's pain points with our software and professional services offerings. So our strategy on a page. Our strategy in FY '24 is focused on delivering a fundamental back to basics business strategy, client focus, margin improvement and employee engagement. It all starts with our purpose, which is together we create technology that reshapes how organizations and people prosper.” Our strategic ambition which is the foundation of our strategy is our market leading platforms power the core for wealth providers and fund managers and enables them to secure their customers’ financial future.” We have four strategic building blocks for execution. This first year is all about “reset and energize”. We'’ve gone through a difficult time and we need to realign around the core regions, products and clients. Given that we have market leading technology, which is mission critical to our clients' operations, we can accelerate our financial performance and grow by aligning with our existing clients as they execute to their strategic growth pathways. And at that same time, we must build a quality software business. This means that we are data driven and make good investment decisions to transition back to benchmarked enterprise software product margins. The supporting building blocks of our strategic intent are simply to ‘re-engage the heart & minds of our people’. Our people are key. We need to rebuild a high performance and a great place to work culture. In concert with our global restructure, we need to ensure we get the required capabilities in the right regional and product focused roles to execute. We will recruit talent to extend our bench strength. Everything that we do from a strategy perspective has to be wrapped around our core values which are, do things right, work together, take charge and make a difference. I would like now to make some comments on our progress of our transformation. We are now making progress on resetting and energizing the business, rightsizing our cost base and driving Bravura to profitability in FY '24. Bravura’s cost base is way too high. Our transformation program has already generated $25 million in gross annualized expense reductions and management has identified a further $22 million in annual gross cost out savings in FY '24 which are being executed to. This is an additional $7 million to the $15 million forecast at our full year results in August. Consequently, in FY '25 there will be a full year realization of $47 million gross cost out savings, with total cost to achieve them at $22.6 million over FY '23 and '24. Turning to some guidance. Firstly, cash. Our cash balance at 31 October was $81.3 million, of which $15 million will be then utilized to fund the remainder of the cost-out program in FY '24. The Board will then evaluate the future capital requirements of the business and consider capital management initiatives if it deems the company to have cash surplus to its long-term requirements. Revenue. We are forecasting that our revenue will remain resilient and land around the same as last year of circa $250 million. Turning to profitability. We have outlined our priority for FY '24. And as we ensure the business we will return to profitability in FY '24. We forecast an EBITDA range of $10 million to $15 million. Please note we have changed our definition of EBITDA to align with the market practice and this is explained in the footnotes. Operating revenue minus operating costs, adding back capitalized development costs and depreciation on the right use of assets and interest on lease liabilities. So turning to our presentation takeaways. I would like to conclude my AGM update with the following: Bravura remains a strong business with market-leading technology, world-class clients and talented employees. The business is now well capitalized and has the strategic leadership capability with a clear focus to drive accelerated change required. We are focused on our FY '24 priorities and will deliver to our 4 strategic pillars. And we are on plan to achieve positive cash EBITDA run rate by the end of FY '24 and annual results of FY '24 of circa $250 million revenue and EBITDA in the range of $10 million to $15 million. It has been a difficult year for our team, and we thank them for their resilience, determination and ongoing commitment to deliver excellence and client-focused outcomes in a change heavy environment. I would like to take the opportunity now to thank the Chair and directors for their ongoing valuable guidance and counsel. I look forward to working with them closely as the business transforms and delivers to our priorities in FY '24. I would like to thank shareholders for your ongoing support and interest in Bravura Solutions. We have much to do, and I look forward to updating you on our progress at our first half '24 results in February 2024. Thank you. I will now pass back to Matthew Quinn.

Thank you, Andrew. Before we start our formal proceedings, I'd like to summarize the proxy and voting procedures for this meeting. If you are attending in person, you will have been given an attendance card when you registered on arrival. If you have a yellow voting card, you are a voting shareholder, proxy holder or corporate representative and have chosen to vote using a paper voting card. You're also entitled to speak at this meeting. If you have a blue card, you are a nonvoting shareholder, having already provided your proxy. You are entitled to ask questions, but you are entitled to vote at this meeting. If you have a red card, you're a visitor and are not entitled to speak or vote at the meeting. If anyone with a yellow or blue card wishes to speak, please make your way to the microphone at the appropriate time and identify yourself before asking me your questions. For those shareholders attending online, I ask that you familiarize yourself with the virtual meeting online guide by the link on your screen to register for a voting card and ask online via the ask a question box or ask questions verbally via the audio question option. You will only be able to speak -- only able to ask questions online once you have registered via the online platform, and I encourage shareholders online to send their questions through as soon as possible. We will now turn to the formal business of the meeting. The minutes of the previous AGM were approved by the Board and signed by the Chair. Copies are available should any member wish to see them. The notice of meeting dated 29 September 2023 has been made available to shareholders, and I propose that the notice of meeting be taken as read. The Board considers it appropriate to recognize the votes of those shareholders present today and those who have already voted by proxy by way of a poll. I will now open the poll and you can vote by completing the voting card and giving it to the Link representative in the room or casting your vote online. Proxy results will be displayed on the screen prior to the resolutions being put forward. The poll will close at the end of the consideration of the resolutions when all questions have been asked and answered. I will announce the imminent closing of the poll at that time. A representative of Link Market Services will act as the returning officer for the purposes of conducting and determining the results of the poll. The results of the poll will be released to the ASX and made available on the Bravura Solutions website as soon as they are available. On all items of business, where undirected proxies have been given in favor of the Chairman, I will be voting those proxies in favor of resolutions 1 to 9 and if required, against Resolution 10. Directors and executives identified as key management personnel will not be voting undirected proxies -- proxy votes given to them for Resolution 1. When it comes to asking questions, speakers from the floor holding a yellow or blue card are requested to make themselves known to the people in the room. For those who are participating via our online platform, please ask questions by selecting the ask a question tab or using the audio question option prompt. Any comments made or questions raised for discussion must be relevant to the business of the meeting. We will now move on to the items of business for this meeting as set out in the notice of meeting. Proxy results for all items of business are now displayed on the screen. The first item of formal business is to receive the Bravura Solutions financial report for the year ended 30 June 2023. Mr. Leonard from our auditor, Ernst & Young, is available to take questions relevant to the conduct of the audit and preparation and content of the independent audit report. Please direct any questions that you have of our auditor through me. Are there any questions on the Bravura Solutions financial statements, directors' report or the auditor's report?

I have one question received from a shareholder submitted to our registry in advance of the AGM. The question is from Lindsay Fraser. The share price has all but been decimated under the control of the present Board. If reelected, what plans are there to strengthen the share and improve the company's viability?

Yes. Well, as I said at the start of my presentation, it was a year of vast disappointment for shareholders saying their value eroded. However, I would point out that all of the directors who are up for reelection today were actually appointed after those events had occurred -- after the capital raise in February this year in my case and in the case of other directors who joined around the same time in June at that time, the share price was $0.45. Today, it's 70% plus. So even though we haven't got it anywhere near back to where it should be or where we want it to be, or anything like what previous shareholders were experiencing before those events earlier this year, we can show that we're on the right path. But it is not up to the current Board as we joined after those events and none of the directors up for election today participated in those events and can only look backwards and not really make any comment on that. Thank you. Any other questions on the financial report or financial matters? Okay. Resolution 1 is the remuneration report. So Resolution 1 is adoption of the remuneration report contained on Pages 26 to 44 of the 2023 annual report. Are there any questions on this item? No questions. Resolution 2 is the ratification of the appointment of Mr. Russell Baskerville as a director. Are there any questions on this item? No questions. Resolution 3 is the ratification of Shezad Okhai as a director. Are there any questions on this item? No questions? Resolution 4 is about my election. So I'll now invite Andrew to take the Chair for the meeting for this item of business.

Resolution 4 is the ratification of the appointment of Matthew Quinn as a director. Are there any questions on this item? No questions. I will now return the Chair of the meeting to Matt Quinn.

Thanks, Andrew, and it's an honor to be elected. Thank you very much. Resolution 5 is the ratification of appointment of Ms. Sarah Adam-Gedge as a director. Are there any questions on this item? No questions. Resolution 6 is the ratification of appointment of Mr. Damien Leonard as a director. Are there any questions on this item? No questions. Resolution 7 is the ratification of the appointment of Mr. Charles Crouchman as a director. Are there any questions on this item? No questions. Resolution 8 is the approval of the Bravura Solutions Limited Employee Incentive Plan. Are there any questions on this item? No questions. Resolution 9 is the approval of the granting of options to Mr. Andrew Russell, the group CEO. Are there any questions on this item? No questions. The next item is Resolution 10, the spill resolution. As detailed in the notice of meeting, Resolution 10 is only required to be put to the meeting if at least 25% of the votes are cast against the adoption of the remuneration report, which based on the proxies is unlikely. As Resolution 1 is being considered on a poll, and the results still will not be known until after the meeting, depending on votes cast today, Resolution 10 is being put to the meeting and being considered on a poll regardless of the results of Resolution 1. Therefore, this poll is a contingent poll. The result of resolution will only be valid if resolution is not passed, or passes, but not by more than 75% of the votes cast. Conversely, if Resolution 1 passes on a majority of more than 75%, the spill resolution will be deemed withdrawn and any votes cast on this bill resolution prior to the withdrawal of the bill resolution will be treated as invalid. Are there any questions on this item? No questions. I will now allow shareholders to ask any questions that have not already been addressed, after which the poll will be closed. So if you haven't yet voted, please do so now either in the room, online or online. Are there any other questions?

There is one question that has been lodged online. The question is from Tristan Wayne. It was noted in the FY 2023 results that the AGM would contain a 3-year strategic plan. It appears to be absent in today's announcements. Could you please update shareholders on when we may expect this still being worked on?

Yes, it absolutely is being worked on by Andrew and the team and with the Board. and we have meetings in regard to that at the Board level in the next few weeks. We did announce that we expected to present that around time of the AGM and -- however, we've decided to just give a brief overview of that Andrew has given today and not an in-depth strategy review. The main reason being that we've had a number of directors who have joined us in the last 2 months, and we feel it's only fair, particularly with Damien and Charles' and Sarah's appointment to give them time to get to know the business better before they contribute to that strategic discussion. Nothing is stopping. In the meantime, the work is still being done as you can see from Andrew's presentation. When we present that strategy, it will start with product and customer and work back from there, not the other way around. And so for this company to be a product and customer-centric organization, first and foremost, and the strategy will be all around that. And I expect that work will be completed by Christmas, and it's likely that we'll be presenting that in the New Year, most likely at the half year with the results or shortly thereafter. Thank you. Are there any other questions?

No further questions online.

Thank you. As there are no further questions, the poll will now be closed, and I will declare this Annual General Meeting of Bravura Solutions closed. Thank you for your attendance and support.