BTG Consulting plc (BTA.F) Earnings Call Transcript & Summary

Thank you, everybody, for joining us today. We're very pleased to announce a very strong performance ahead of our original expectations, the highlights of which are a further successful and a record year for the group, with financial performance comfortably ahead of original expectations. And these results reflect the material increase in scale and service offering, our organic and acquisitive growth strategy. All areas of the group have contributed to that growth. That's insolvency advisory and property. We've seen a further improvement in operating margins. We've continued to generate substantial free cash flow. We've recommended a 17% increase in the dividend to 3.5p for the year, and the group is in a strong position as we start the new financial year. I'll now hand over to Nick Taylor, who will take us through the details of the numbers. Nick?

Great. Thank you, Ric. Good morning, everybody. Revenue growth of 31% in the year, taking revenues of GBP 110 million from GBP 83.8 million last year. 24% of that growth coming from the acquisitions, 7% being organic. We have improved our operating margins in the year by 2.1%, margins of 16.9%. And that's come through from profit growth and margin enhancements in both of our divisions. And also central cost continues to reduce as a percentage of revenue to 6.5% in the year from 7.4% last year. Our adjusted pretax profits are up by 55% to GBP 17.8 million. Our adjusted tax rate in line with the prior year, 20%, giving adjusted basic EPS growth of 32%, that's following a 16% increase in issued shares following the placing in March '21 towards the end of the comparative period. As Ric said, we're proposing to increase the dividend by 17% to 3.5p from 3p last year. That gives an improved cover at that level, 2.6x compared to 2.3x last year. Net cash at the year-end of GBP 4.7 million, up from GBP 3 million at the start of the year. Looking a bit more detail of performance by the 2 operating segments, starting with the larger of the 2, business recovery and financial advisory, where we've seen revenue growth of 36%, revenue of GBP 81.4 million for the 12 months, up from GBP 59.7 million, principally coming as a benefit from recent acquisitions, and we've also seen an increase in activity levels. Our margins are up to 25.8%, and that's given a significant increase in profits of 43% to GBP 21 million for the year, up from GBP 14.7 million last year. Within business recovery, a significant increase in the scale of our activities, the acquisition of 2 GBP 10 million turnover businesses, CVR whom David Rubin & Partners came in at the back end of the prior year. Those teams have integrated well and delivered strong results in the year. In the wider marketplace, we've seen an increase in the corporate appointments nationally over the course of the year for the 12 months to March 2022. That was 16,648, up from a low point during the pandemic period of 11,134. And Ric will talk about the deep sale of the market on a later slide. Our order book with insolvency, this is noncontingent income, is up by 4% to GBP 29.5 million, which puts us in a good position as we start the new financial year. Within financial advisory, we continue to invest through acquisition. The finance brokerage, MAF Finance Group came in at the start of the year. It's traded well in its first year and grown in line with its earn-out targets of our core finance team had another busy year in what was an active M&A market. And the year-end headcount in this division is up to 590, and that's following the MAF acquisition. Looking at property advisory and transactional services, revenue growth of 19% to GBP 28.6 million, 10% being organic of growth of key service lines and the recovery of the activity levels compared to the lockdown impacted comparative period that we flagged at the half year, and we've also seen the first time contribution from acquisitions. Margins were up to 16.8%, and profits up to GBP 4.8 million. Those service lines where we saw growth within professional services, we had a strong year. This is providing real estate valuations for a broad range of secured lenders. That's clearing banks and specialist lenders, and that's operating from panel positions that Eddisons benefits from. We've invested in the team in recent years, and we're now operating as a national practice with a team of 70 people across the country. And we've seen an increase in instructions and also an increase in average fee, reflecting the increase in size of appointments and instructions that we're getting from the banks. Within building consultancy, we continue to grow our national offering. We've talked in previous presentations about our work for the education sectors, schools and academies managing their capital budgets. We also have a growing range of corporate clients, that's both property earners and tenants. We've now got a national team, got a really good reputation. And I think that gives us strong foundations for continuing growth in that area. The 3 acquisitions in the year to enhance and broaden both our service and geographical coverage. Daniells Harrison and Fernie Greaves came in during the financial year and Budworth Hardcastle at the start of the new year. And by year-end, headcount up to 326, that is following the acquisitions, which we've completed. We remain in a strong position with significant liquidity with strongly cash generative. Our free cash flow has increased from the operating profit increase to GBP 14 million. And our free cash flow has funded acquisition payments of GBP 8.2 million. That's GBP 2.9 million in relation to current year acquisitions and GBP 5.3 million of prior year deferred and earn-out payments. And it's also from the dividends of GBP 4.6 million in the year, and thus leaving an increase in net cash of GBP 1.7 million given the closing position, as I said previously of GBP 4.7 million up from GBP 3 million. I remind of our borrowing facilities where we have significant levels of liquidity, GBP 25 million unsecured committed RCF. We're using GBP 5 million with that at the balance sheet date and a further GBP 5 million unsecured acquisition growth facility. And we've extended those facilities by 12 months during the year, and they now mature in August 2024. We see a material increase in the scale of the group and our service offerings from acquisitions over the last 18 months. Within business recovery, CVR and DRP in the previous financial year to 10 million practices. It significantly increased the scale of the insolvency business, as I've shown in this year's results, and that's notably in the key London marketplace. And the integration of both of those practices was completed on target, and the local teams are working together in shared offices. Within advisory, we had a finance broking as a new service line in May. That complements our existing services, and I believe there are acquisitive and organic growth opportunities to develop that service line further. Now in property services, we've done a number of acquisitions to enhance our national coverage. HNG in London, Fernie Greaves in Sheffield, Budworth Hardcastle in the New Year in Eastern England have all built on an existing local presence we have within Eddisons. And Daniells Harrison across the South Coast is a new area for Eddisons, but it's narrowing where we already have a number of Begbies Traynor offices doing insolvency services. We've acquired about GBP 30 million of revenue, circa GBP 7.5 million of profits in the 18-month since January '21 driving the growth in the business forwards. In terms of our outlook, we start the new financial year in a strong position. We are confident of delivering plans for further growth. In this early stage of the year, we anticipate our results will be towards the top end of current market expectations. And we anticipate that cost inflation within the business will be more than offset by revenue growth. Our business recovery team is well placed to continue its track record of growth. Our order book is up, and we anticipate an increase in market activity. Our advisory team has an encouraging pipeline of organic growth and acquisition opportunities. And we anticipate further expansion within property services both organically and through these recent acquisitions. Our healthy balance sheet and our cash generation underpins our capacity to progress our pipeline of acquisitions to deliver our organic growth initiatives whilst funding dividends and deferred consideration payments. I will give a further update on the New Year at our AGM in September. I'll now hand back to Ric for the operating and strategic review.

Thank you very much, Nick. If we look at the next slide, which gives us some insight into the insolvency markets, which, as Nick said, from the statistics is quoted, has started to improve from that low of just over 11,000 last year. The background for this, of course, is the government support measures. The final ones of which were removed in March of this year. So just effectively at the end of the financial year we're reporting on. Some fell away in October, and we've started to see the impact of that. Again, as Nick says, the numbers have got to a level where they are probably commensurate with 2019 now, but we're seeing those numbers increase on a quarterly basis. So the quarter at the end of June has seen further increases in insolvencies, particularly in terms of the smaller cases. So liquidation volumes have now moved ahead of the pre-pandemic levels. And administrations, which are the larger cases, are yet to return to pre-pandemic levels. So we're running currently about half of the level we saw in 2019, but the trajectory is definitely upwards there, and we'd anticipate seeing more of those as the year develops. As far as we can see, the growth in insolvencies is likely to continue, and there are many reasons for this. At the end of the support measures I've mentioned, increasing credits or pressure, inflation and supply chain issues that we're all very much aware of, the significant increase in corporate debt over the pandemic period, particularly, and working capital funding pressures. We could add to that, of course, interest rate rises and the impacts of the restrictions on energy supplies and the cost impact of us as well. So we expect to see an increase in activity across all areas, both liquidations and the higher administration costs. That greater activity is spread across most sectors, but particularly construction, retail and hospitality are impacted and anything that involves discretionary spending. If we move to the next slide and look at our own experience over the course of last year in business recovery. I'm pleased to say that we've seen increased activity across all areas, so both smaller cases and the mid-market. And the reason for that is for smaller cases, it is our network of regional offices and our digital marketing expertise, which, of course, has been affected by the general increase in the market. So we've seen the benefits of that, but we've also taken market share as well. In terms of those larger cases, we benefited from the acquisitions we did in the prior year, which has supercharged our London office and made us a much more committed force to winning those sorts of cases in the mid-market both through our London office and the offshore market that came with the CVR acquisition. It's worth just pointing out that those larger cases not only larger in terms of fees, but they also tend to be larger in terms of margin as well. That increase in market share that I talked about, if we go back to the calendar year '19, we have 10% of the market, and that's grown steadily to 14% that we've seen in the year we just reported on. About half of that increase has come from organic growth and the other half has come from the acquisitions that we've made. And our insolvency order book is now almost GBP 30 million, and that excludes contingent fees, which we'd expect to come in on top of that and also the increasing pipeline of inquiries. Moving on to financial advisory, where we broadened our service offering. Financial advisory, of course, includes corporate finance, turnaround, forensic and transaction support, they're established services for us. But in addition to that, now we've added finance broking. So the MAF business that we bought in May 2021, which arranges finance for the clients for specific assets, that is property, plant machinery cars, office kit IT, et cetera, so any specific assets that our client is looking to raise finance on, but also they're heavily involved in refinancing and restructuring of existing facilities, which is very helpful for us, particularly on the turnaround side. So it complements our advisory and transactional services, as I say, on the turnaround side, looking at finding ways to raise cash from specific assets to help cash flow, and in terms of assisting our property business, being able to find funding for potential buyers of properties and plant machinery. It also deepens our relationships with banks and the lenders, making it a 2-way process. And we have some great organic growth opportunities in the recruitment of experienced employees, marketing direct to the corporate community and through the group's already established professional network and supporting on group client assignments, as I mentioned. We have a pipeline of acquisition opportunities in finance broking to help us build a national coverage. And the business traded well in its first year, more than doubling profits and arranging lending for its clients of GBP 330 million compared with GBP 150 million in the prior year. So more than double the amount of lending that we did. There are great opportunities for both organic growth and acquired growth not only in MAF, but across all of our financial advisory service lines. Moving on to property services. We've substantially increased the scale of this business since 2014. So we've gone from GBP 13 million to GBP 30 million as a mix of acquisition and organic growth. And we've seen strong and growing profitability. We have many service lines and sources of work, and you can see from the chart there that we're not reliant on any particular area to keep the business at these sorts of levels of activity, but it's worth focusing on those areas that we think they're going to see significant positive growth over the course of the next year. We have a significant insolvency capability, which obviously should benefit from the increase in insolvency activity. So that's plant and machinery valuation and disposal. For property, it's receivership, auctions and agency. We have a specialist insurance broker, which insures assets in insolvent situations. And we have a vacant property risk management service. In terms of the public sector, we've seen very strong organic growth we expect to continue. We've continued the focus in the education sector, and there are further opportunities for growth for things like the NHS contract, the lease advisory that we won last year. That's a 3-year contract. And there are many other local and national agency opportunities to grow our public sector work. With banks and financial institutions, we've got a strong relationship embedded through our position on panels, which provides valuation and recovery work. The recent acquisitions provide a platform for ongoing growth. That's both in terms of the new acquisitions being used to extend the service lines they're selling to our clients through the additional specialist services that we offer. And also, when we move into a new location, using that location as a hub to identify senior recruits and further acquisitions in that particular geography. And there are multiple acquisition opportunities in the fragmented marketplace. We have a very strong pipeline to extend our geographical coverage and service offerings for property. Moving on to strategy. We've continued with our successful strategy, delivering growth through acquisition and organic growth. In terms of organic growth, it's retention and development of our existing partners employees and recruitment of new talent. And in this respect, we've recently invested in an experienced forward-looking HR team to come and join us to ensure that we are looking after both our existing people and maximizing the opportunity to attract people into the group. We've enhanced our cross-selling of service lines by recruiting a dedicated sales team to assist the professionals in identifying opportunities and the methods of cross-selling between service lines. So that's looking at our substantial network of referrers and ensuring that we are maximizing the opportunities to win work for our various service lines from a particular source. And we've invested in technology to improve our systems both in terms of front-end work winning and back-end processing. We've recruited a new head of IT, and we're expanding the team to support this strategy. In terms of acquisitions, we're looking for value-accretive acquisitions in any of the following market segments: in solvency, of course, to increase market share; for property services to enhance our expertise or geographical coverage; and complementary professional service businesses to continue the development of the group and its service offering, for example, the MAF asset broking business. We have a good pipeline of opportunities in all areas. Looking at acquisitions so far, an impact on growth. We're delighted that we've seen a 20% revenue growth, cumulative average revenue growth rate over the last 5 years. If we can look at that chart there, we can see we've grown from over GBP 50 million to GBP 110 million. Of that, GBP 37 million has come from acquired growth and over GBP 20 million has been organic growth. The chart on the right just indicates the acquisitions we've done across the last 4 years where we've completed 13 acquisitions, 5 in insolvency, 6 in property and 2 in advisory. And we have a very well-defined process for identifying, valuing, negotiating and acquiring and then, importantly, integrating those businesses into the group. And we have a healthy balance sheet and cash generation, which underpins our ability to continue with these acquisitions. On this slide, just a little bit more detail on our track record over the last 5 years, which we are very proud of. We've seen revenue double. We've seen adjusted profit before tax treble. We've seen operating margins increase by more than 45%. We've seen EPS more than double, dividends more than 45% increase on that 2.4p in '18. And we've seen our cash position go from net debt of GBP 7.5 million to a balance of GBP 4.7 million cash at the end of the reporting period. And finally, moving on to the summary. We're in a strong position and confident of delivering further growth. We've seen a material increase in the scale of the group and service offering as a result of the organic and acquisitive growth strategy, a strong financial track record. And we're confident of delivering plans for further growth towards the top end of current market expectations. A healthy balance sheet and cash generation underpins the capacity for further acquisitions and organic growth opportunities. We have organic growth opportunities across the group and a good pipeline of acquisition opportunities in all areas. And we're well positioned to respond to the challenges of the economic backdrop. 70% of our activities are still countercyclical. Hopefully, that will give you a flavor of our results for the year to the end of April '22. And if there are any questions, we'd be delighted to take them now.

And we've got a question from Samuel Dindol from Stifel.

A couple of questions from me, please. Firstly, on the insolvency market, obviously, very good tailwinds. Do you think there's any headwinds in terms of government could reintroduce support if things got too bad? Just thinking election in 2024, obviously, a tory leadership race. How could we see that progressing? And secondly, on M&A. Obviously, very good headroom versus your facilities. How much leverage would you be willing to take on? And how much cash would you need for work capital purposes? Just trying to get a sense of how much cash you could deploy over the next 12 months.

Sam, well, to answer your first question in terms of government support, there is a new loan scheme being proposed at the moment, but it is significantly less generous than ones in the past that we think will have marginal impact. It's likely to, a, be at commercial rates; b, involve personal guarantees from directors; and c, only be available to businesses, which are financially robust, enough to be able to borrow. So that effectively cuts out all the sorts of businesses, which we tend to look at and end up in a formal process. So I'd be very surprised if there's any material change in government support. I think they've thrown what they can at it, and they're accepting the fact that there now needs to be something of a clear out of those businesses that are not viable. In terms of our firepower for growth, we'd be comfortable with borrowings at somewhere with a onetime EBITDA. That would give us significant headroom in terms of working capital. Nick, would you like to comment on that?

Yes. In terms of leverage, that's right. The -- as we look forward, we've got plenty of cover in terms of dividends and the deferred payments from the free cash flow that we generate. And so it really is looking at using that headroom we've got from the net cash position to using some of our facility. And based on the pipeline that we've got and what we're looking at, confident that we've got plenty of headroom to do those deals.

And we'll go to Vivek Raja at Shore Cap.

A couple of questions. The first one was about administration employment. Just if you could talk through how those come about, are they sort of generally tendered? And how long do those cases typically turn to last? And then the second question I had was -- if you could answer that question, I'll just -- let me think about my second question, please.

Okay. Well, in terms of how they come about, it's normally not dissimilar to how we introduced to smaller liquidation cases. So the trusted adviser to the company will contact us when the company needs specialist advice. We'll give that advice. And if it looks like a form of insolvency is required, then it is more likely to be an administration route than a liquidation because we are always looking at the possibilities of saving some or all of the business. In terms of tendering for that work, that does happen on occasion, but not often. It's more a matter of convincing the directors and other stakeholders, which the larger cases includes the banks, that you have the necessary strategy and resource through that particular assignment. And of course, being on the bank's panels, that's a significant help for us in terms of ensuring those stakeholders are comfortable with using those and the strategy that we put forward. In terms of how long they last, typically, they will last 3 years for the big ones, possibly 5 years, although the vast majority of the work is done in the first year, particularly if it involves saving part of all the business. That's pretty [indiscernible] going to be the first 3 or 6 months until that's done. After that, there can be a lot of additional work, particularly if there's litigation involved, which can last for years. But I would say the vast majority of the value is dealt within the first 2 years of those assignments, although they can last significantly longer in some cases.

And second question I wanted to ask possibly better for Nick. Nick, in your guidance slide, you gave us a sense of what the working capital outflow might be this year. Is that all about the increase in insolvencies? And I just wondered if administration volumes do tick up, how that working capital might shake?

Yes. So that working capital guidance is based on the fact that insolvency has a lockup of 6 months. So if we see growth, then we'll see revenue coming through, but there's a lag in terms of the cash coming through from that. So with the increase in activity that's the consensus in the market, then there will be some working capital absorption of that. Obviously, if we see growth increase, then profits will increase, but there is a delay in all of that profit converting into cash.

Okay. And in terms of the sort of mid-market appointments, how does that the working capital on that differ with the liquidations?

There's not a lot of difference really to that. I mean the difference is on a job, which takes longer, you will typically be drawing fees throughout the appointment time.

And a question from Jamie Murray at Shore Cap. Congratulations on the results. Really good to hear that you're actively investing in cross-selling. Do you know what percentage of revenue is from cross-selling? And what are you targeting going forward?

Well, Jamie, it's a very good question to which we don't have a very definitive answer. We know that there's a significant amount as in it will run into the millions, but the low millions at the moment. In terms of what the potential is, we don't know, but we would expect to see a material increase on that over the course of the next 3 years. If we could get to a position where we are doing anywhere in excess of GBP 5 million in terms of identified cross-selling opportunities, I think we'd see that as a result.

And a question from Keith Hiscock from Hardman & Co. Can you talk about the motivations for sellers of businesses to you?

Yes, of course. We see, to a larger extent, the vendors or the particular sale usually consists of one or more senior shareholders or partners in that business who are starting to plumb their retirements. Now it may well be they don't have success in the business or it may well be that the junior partners do not feel confident or wish to provide the capital to buy out the senior partners. So that usually is the thrust behind the negotiations on the part of the vendors. So we can put a package together, which gives some value to the exiting partners over time, and secures the more junior partners in our business for the long term gives them security of the -- of tenure as well and means that they're not having to buy capital to continue with their role in that business. In addition to that, we do find opportunities where businesses are very keen to grow. They see us as the opportunities to provide that additional working capital into their business to grow it. So while they clearly realize value in the short term, we also put together a structure where they can share in the upside on an earn-out and grow the business as part of Begbies Traynor, and they benefit from that as well.

And a question from Justin Bates at Canaccord.

I wonder if you could just help us understand a timing point if indeed there is one, and I'm referencing the strong growth we've seen in liquidations during the year. And if there's ordinarily a delay between that and then a follow-on increase in administrations.

Yes. So we started -- Justin, we started to see administrations increase. So that is happening now, but more slowly than the bounce back with the smaller jobs, which is understandable. With a small company, the only real opportunity for additional capital to pull it through is coming from the directors, either directly or giving personal guarantee. In terms of timing for the larger cases, which have more opportunities to try and save themselves, there are more stakeholders who have a material position in the business and often prepared to put some more money in to try a turnaround. We'd like -- it's likely to see that lag, meaning that those numbers are increasing more slowly, and we would anticipate that by the end of this year, we may well be approaching the sort of levels we saw in 2019. If we could move into next year, it's quite conceivable that numbers of those larger cases will be higher than we saw in 2019.

And we'll go to Andy Edmond at Equity Development.

Just a couple of questions. All of your acquisitions have basically been very successful, but it sounded listening to just now that you're particularly pleased with the MAF on the finance side and also the growth of London now. There's a lot of factors involved. But all things considered, would that be a priority within your pipeline of targets to particularly build up the Southeast, looking at those larger administrations down the line?

Yes. Well, in terms of the London office and the increased scale we now have, having supercharged it with those acquisitions of CVR and DRP, we feel that we're very well placed to win more of that mid-market work, but I would anticipate that the growth from our point of view will be more organic now moving forward in London than it would in terms of acquisitions. There are good acquisition opportunities in the routine stuff in the regions, and we'd anticipate doing some more of those. But I think in London, it focuses on really doubling down on the network of contacts we've already got and possibly the recruitment of more senior people into the team. As far as math is concerned, you're right, we're very pleased with that, and we see the opportunity to grow a national practice of finance brokers. It's a very fragmented marketplace. There's some very, very good, effective small businesses operating in that market, and we see the opportunity to bring them in-house.

Okay. Now thank you very much. Makes sense. And Nick, maybe for you, obviously, everybody recognizes that the noncyclical side is the largest part of the group where you're very well placed. Can you just say a little bit more about the cyclical businesses that you have, which performed very well in the last financial year, but more in terms of how they're seeing trading at the moment?

Well, the most cyclical businesses we have will be corporate finance, which will be doing mainstream M&A. Yes, they've had a good year last year. They've got a good pipeline. And at the moment, they're not seeing any changes within that, either an appetite or in deal progression. So at the moment, it's moving positively forward. If things were to change and for some reason, M&A did start to slow markedly, a lot of the skill sets that we've got within that CF team can be repositioned elsewhere in the group, looking at some advisory work or maybe on some of the model-driven corporate recovery work. So I think there's a good transferable skill base within that team. And the other more procyclical area will be the commercial property agency team, which is relatively small in the context of Eddisons GBP 30-odd million of turnover. And again, at the moment, we're still seeing good demands and that deals progressing through possibly a little bit slower than they were previously, but a lot of that is things getting held up just in the legal process as transactions progress.

And that's the end of questions. Ric, do you have any closing remarks?

Well, I'd just like to say thank you very much for joining us, everybody, for our record results and stay cool and enjoy the summer.