FINEOS Corporation Holdings plc (FCL) Earnings Call Transcript & Summary

Good morning or good evening, depending on where you are listening to us today, and welcome to the Annual General Meeting of FINEOS Corporation Holdings PLC. I'm Anne O'Driscoll, the Chairman of the company and pleased to chair this meeting today. Its just 8 a.m. here in Dublin, the nominated time for the meeting. I've been informed that a quorum is present, and I'm pleased to declare the meeting open. So the format of the meeting as usual will include a brief update by myself and some key aspects of the business, followed by an overview of the company's performance. In FY '23, the year ended 30th of June '23, and outlook for the year presented by our CEO, Michael Kelly, who is here with me today. Then we will progress to the formal business of the meeting. We will allow time for questions regarding the resolutions before proceeding to the vote on the resolutions. Also present with us today are Natalie Climo and John McKnight, joint Company Secretaries; Ian Lynagh, our CFO; Orla Keegan, our Head of Investor Relations; and representatives of the company's own external auditors; Mazars, including the signing partner, Lorcan Colclough. So in June this year, FINEOS celebrated 30 years in business and in August marked 4 years as a publicly listed company. Over this time as a listed entity on ASX, the profile of FINEOS has evolved towards becoming a truly SaaS-oriented business. The largest market went from being Australia and New Zealand to North America, and where revenue in the region represented 78% of total revenue in FY '23. So very much our dominant market these days. Pleasingly, this past year sole subscription revenue overtake services revenue for the first time. This is a very important inflection point and achievement of the company and is a credit to the focus of the management team in driving this very valuable product revenue growth through new reels, both cross-selling and upselling to existing clients. Michael will expand further on what this means for the company and on the numbers shortly. At year-end, 30th of June, FINEOS carried no debt and had EUR 25.5 million in cash of the bank. After careful consideration, we decided to raise capital in August this year to strengthen the capital position. As a result of this, at the end of September, FINEOS had EUR 34.9 million in the bank, and we're very grateful for our security holders participation in the fund raising. We're amply capitalized, providing the financial flexibility to continue to drive the company's growth strategy. In addition, subject to approval at today's meeting, Michael will be investing a further $5 million in the company at the same -- on the same terms as the security holders who participated in the placement. And we have to wait for security holder approval as we understand, as a related party participating in place. So FY '23 saw FINEOS published its second and most extensive ESG report to date. As a Board, we recognize the importance of a need for more attention to be placed on all environmental, social and governance matters. We've employed a number of new initiatives and have objectives in place to ensure it is fully supported by us as a Board and engrained in the culture of the company as outlined in the Annual Report. The FINEOS ESG council, which is an internal counsel, is focused on reporting and measurement as the regulation of this area becomes more demanding in 2024 and beyond. We have both the Australian and the international emerging things that Australia is involved in, but we also have, in effect, sooner, compliance with some EU regulations to deal with. So we're very focused on that. The updated diversity, equality and inclusion program called Embrace, that was rolled out in 2022, continues to evolve, and it's positive impact is being measured by the company on an ongoing basis. As a program, it has actually been recognized through a number of industry awards and is a testament to the dedication of all involved in the positive and progressive culture that FINEOS promotes. I'd like to commend and congratulate all our people for their efforts this past year in achieving the successes that we have. I'll now pass over to Michael to delve into some more of the financial and operational highlights from the year over to you.

Thank you, Anne, and welcome everyone present on the webcast today. Turning to Slide 4 of the presentation. You can see a snapshot of the key highlights from the year. The one I'd like to call out that we achieved this year was growth in, and dominance of our product subscription revenue over services revenue. Subscription revenue represent just over 50% of total revenue overtaking services revenue for the first time in our company's history. This split in favour of product subscription revenue has long been a target for FINEOS in our journey towards the true SaaS product company model. It is an important focus for us because it produces the higher margins on recurring sticky revenue and the split this year is a true marker of success for FINEOS. It's a metric we are very pleased with, and we will continue to drive. We will also continue to improve the operational efficiencies within our SaaS model. The subscription revenue growth has been largely attributable to the success of our North American market penetration over the past 4 years. In a period where the world, the insurance industry and technology companies globally suffered a number of setbacks and macroeconomic challenges, this has been a superb achievement for the company. By targeting this market in particular, we believe we are on the right path to build on our growing leadership in the North American employee benefits market with many of our clients heavily focused on scaling their operations away from legacy systems and onto the FINEOS platform. Services revenue will always form part of the company's revenue make up as the nature of the products will always necessitate it. But as we partner with system integrators and focus upon product revenue growth, we expect subscription revenue to continually grow as our dominant -- or sorry, subscription to continually grow as our dominant revenue line. Another highlight for FY '23 was an increase in our gross profit margin to a healthy 68.5%. As our mix of revenue continues to be more heavily weighted to product revenue, we expect to be able to strengthen this margin further over time. EBITDA margin fell to 1.6%, however, and this was largely due to a strategic reduction in services revenue, coupled with the increased R&D investment in FINEOS AdminSuite and our FINEOS platform. This investment is key for us to expand sales, and we will continue to focus on the opportunities that will grow this revenue line as we believe it will bring most value to the company and its security holders. Moving on to the operational highlights. Slide 5 reflects the selection -- Slide 5, a selection from the year. We had a number of important new client wins. Firstly, a very significant sale of the FINEOS AdminSuite to Guardian Life, a top 10 group insurer in the U.S. The deal for FINEOS AdminSuite incorporates policy administration, billing, claims and absence management. We are delighted to have another leading group insurer come on board and we are heavily focused on ensuring they go live successfully, so they can grow their new business and migrate from their legacy systems over to the FINEOS platform. Secondly, in the latter half of FY '23, we entered the direct-to-employer market with our absence management product and had our first new client win. This is an exciting and natural space to expand our product into, and we will invest as necessary to capitalize on the opportunities in this market, too. Another highlight from last year worthy of mention whilst the case studies published in conjunction with a number of our clients. In these, our clients strongly advocated for the FINEOS platform and our products. These are extremely valuable references for FINEOS in the marketplace and for generating new sales. They are a reflection of the success of the FINEOS platform and a credit to our team and teams involved. As Anne mentioned, North America has continued to dominate in terms of revenue contribution, trending towards 80% and remains a key focus and source of growth for us. Engagement with our North American client base is a very strong and in recent months, we have had 5 separate visits from some of the largest insurance carriers in the U.S. to our head office here in Dublin, discussing road maps, engaging with our teams across the product management, product consulting and product engineering. As the majority of the company continues to work remotely, this type of engagement is great to have and has actively participated and the benefits of this are vast. During FY '23, we intentionally held head count pretty flat and kept attrition levels low as reflected by the strong employee retention rate of over 90%. We continue to focus on hiring in the lower-cost regions where possible. And we've seen the results of this whole -- of all this play out in our cost reduction program. In summary, the fundamentals of the business remain strong. We expect the employee marketplace to remain demanding and full of opportunities for the FINEOS platform as digital transformation and product innovation evolves. We're continually investing in capabilities that are necessary to drive innovation and support digital transformation in order to deliver compelling solutions to our customers. We are also focused in the progression -- on the progression of machine learning and artificial intelligence across our suite. Insurance carriers are making significant investments to support the competitive and highly regulated market in which they operate. And we expect the investments made by FINEOS and R&D to date will pay off as we move further along the product road map to serve the needs of existing and prospective clients. Success along our road map requires a talented and dedicated team. It's our people who innovate and find creative solutions for our clients. It is our people who design our digital customer experience and develop our market-leading products on the FINEOS platform. On behalf of the Board and the leadership team, I would like to thank them for their continued dedication and tireless work ethic. Turning to Slide 6. We reaffirm the existing guidance in respect of revenue, cost savings and cash flow as provided into the market last August. In respect of the revenue guidance of EUR 131 million to EUR 135 million, current estimates indicate a heavier contribution from subscription revenue than anticipated when we first issued the guidance. Moving to Slide 7. We intend to change our financial year as announced earlier today to a calendar year. We see the change in financial year as a positive for the business and it removes the frustration experience in the past of not lining up the majority of our clients' financial year ends and budgetary cutoffs as they run into the calendar year in the main. We anticipate this will provide us with a better line of sight for workforce and financial plans, allowing us to run the business in a more efficient and effectively. In turn, this should ultimately provide improved returns for our security holders. In closing, I would like to thank my fellow directors and all of our security holders for your continued support. We look forward to another progressive and successful year, for FINEOS in 2024. And this concludes my address. I'll now pass back to Anne to commence the formal business section of the meeting. Thank you.

Thanks, Michael. So we are now going to move into that section. And -- there are -- we're going to open a Q&A line. And so that's on screens, if you like, for you guys and for me. We will also be able to take questions orally at the end of each section. So as we go to -- go on each resolution. So I would like to open the floor formally to general questions to the Board and management. You'll have the opportunities, as I said, to ask questions concerning each resolution when we get to the formal business of the meeting. [Operator Instructions] This is also a reminder that only security holders, i.e., the shareholder and holders of Chess Depository Interests are entitled to ask questions. So now the formal meeting -- formal business of the meeting rather. I've been informed that the Notice of Meeting was sent to all registered security holders within the notice period required. I now table the notice of meeting as the notice convening the meeting and take it as read. And I don't think anybody wants us to go through that process of reading it. During the meeting, I will put various resolutions to the meeting, and where appropriate, I'll provide an opportunity for discussion. There will be an opportunity, as I've said for questions, I would endeavor to give all security holders who wish to pose a question or make a comment a reasonable opportunity to do so, through the portal moderator. I ask that you keep your questions related to the matter at hand and as succinct as possible. Voting on the meeting will be decided on a poll, which I now declare open. As you're aware, that's the kind of unusual circumstance for us because of CDI, an issuer of CDIs, there is actually technically one shareholder. And I am the representative -- authorized representative of that shareholder, Chess Depository Interests [indiscernible] at this meeting. But we treat all your voting, your proxies that have been issued as if they were votes for normal shares, and that's how we present the information today. But technically, I'm here and I am a shareholder, representing the shareholders. So the voting of the meeting will be decided on the poll, how to clear that open. This means that each shareholder present in Present in person or by proxy has 1 vote for each share they hold -- for CDI they hold. This is technically only 1 shareholder. As we've said, the poll will be taken at the end of the meeting and the results announced to ASX shortly after the close of the meeting. I've been advised that all proxies received have been checked, and I declare them valid for voting at this meeting. The number of proxy votes received for each resolution will be displayed on the screen before the vote is taken free to item. These figures will be as at the closing time for the receipt of proxies, which was 8 a.m., Greenwich Mean Time on Sunday, the third of December 2023. The voting exclusions that apply to certain resolutions being put to today's meeting were outlined in the notice of meeting, and you'll see those exclusions have been applied. The first item of notified business is to receive and consider the financial report, the directors' report, the auditor's report to the company for the year ended 30th of June 2023. There is no formal resolution required for this item, but I invite questions and comments.

Okay. We have one question from [indiscernible], a security holder and former Director. And so [indiscernible] has requested that we give an idea of the direction of your R&D investments over this year. Which geography and which lines of business were key? Michael, you might like to answer that question.

Yes. Certainly. I mean, for us, our strategy hasn't changed. We still look at North America as the largest market in the world. But therefore, we will continue to focus on North America as our main line of business. And indeed, the actual area that is hottest at the moment for us is that absence and disability, integrated absence and disability. So that continues to be our kind of #1 focus. But now that we've also sold our policy and billing systems, we have our AdminSuite in play as well. Hopefully, that answers your question. We have hired somebody in the EMEA region as well to start looking at the different markets but they will focus initially on kind of markets which are English-speaking and then more expansive into the kind of wider continental market through the use of SIs and partnerships that we're building at the moment. So we do see the future in terms of expansion into other countries outside of English-speaking countries as something that we want to do. But the primary focus for the moment is North America.

Thank you, Michael. And thank you, [indiscernible], for that question. Are there any other questions? And we have no questions visible to me. And so with that, we will actually move forward because there is no vote on that particular resolution. So -- and that does include opportunities to ask the auditor relevant questions on the conduct of the audit, the preparation and content of the auditor's report. It's pretty formal standard, the accounting policies adopted by the company and the independence of the auditor. But no sign of any questions on that.

The next resolutions. We will move forward to Resolution 2, which also affects the auditors. This is a resolution acquired here in Ireland each year, and it is to seek to provide the Board with the authority to set the remuneration of the auditors. So that is formally that the company's Board of Directors be authorized to fix the remuneration of the auditors. I now open this for discussion. Are there any questions? We do actually have another question back on the -- sorry, on the results on Resolution 1. Do you have an objective for EBITDA and FY '24? Actually, I'll answer that question. We don't actually publish our objectives on EBITDA. And so we're not actually providing that information. We don't provide it and won't be providing it at this meeting. But there are no questions on Resolution 2. So I'll move forward to show you the voting statistics on Resolution 2. And as you can see there, there were 0.02 against, 99.95 for the resolution and 88 072 open. And as indicated in the notice of meeting, I will be voting the open shares in accordance with the recommendations of the Board in each of these items. And therefore, that 0.03% will be added to the for, and we will regard that resolution has passed. But the poll will actually take place at the end of the meeting. So that's item 2. Thank you, and we will move on to Item 3. This is the reelection of Dave Hollander. Dave has served on the Board and joined the Board a few months after listing. A summary of his CV is set out in the notice of meeting. And obviously, as the -- Directors, Michael, myself and Bill, the other directors at the moment and absolutely support the reelection of David as a Director and value his contributed -- ongoing contributions. So the formal resolution is that Mr. David Hollander, being a director who is retiring by rotation in accordance with Article 104 of the company's articles and Listing Rule 14.5 and being eligible offers himself for reelection, be reelected as a Director of the company. Are there any questions on this resolution to reelecting Dave Hollander? Well, no questions are coming in, and we will move forward to the proxy votes in favor of that. And again, you can see on this slide, assuming you can see the slides, that we have a very strong vote in favor of Dave being reelected, adding the open votes, we will end up with 99.93% in favor of Dave's reelection. There's a small abstention and this small against holdings. So thank you very much to our security holders who voted in favor for Dave's reelection and subject to filling in the foot poll form, and we will actually be reelecting Dave to the Board. So welcome back, Dave. Thank you. So the next one is the election of a new director, Ms. Terri Rhodes. So I'm putting that resolution to the meeting, which is in accordance with Article 107 of the articles, Ms. Terri Rhodes being eligible, offers herself for election as a director of the company effective 1 January 2024. So I'll open this item for discussion. It's great to have Terri joining the Board. Terri has got depth of experience, particularly in this employee benefits market, which is such a focus for us at the moment in the U.S. And Terri will be joining us effective the 1 of January. And we've all met her in this process largely virtually as is the way of the company. But we have met Terri and she's known to management for quite a long time, and we're looking forward very much to working with Terri. So -- and as I noticed that she is U.S.-based, which is really where, as Michael has been talking about so much of our revenue and our focus is. So if we allude to questions on that and again, there don't seem to be any questions coming up on Terri's election. And here, we have -- we're going to end up with 99.96% in favor plus the open ones being 99.99% and we will be looking to declare Terri elected, and I look forward, as I said, to working with Terri and we're excited to have her experience and knowledge coming to the Board as well. So thank you for that. Now the next one is the approval of issues such as Item 4 on the agenda, approval of issue of securities to a related party, which sounds very objective and strange, which really is the approval of securities to Michael. Mr. Michael Kelly, and I put the resolution to the meeting. But for the purposes of ASX Listing Rule 10.11.1 and for all other purposes, shareholders approve the allotment and issue of 2,222,222 fully paid ordinary shares represented by CDIs to Michael Kelly as further detailed in the explanatory notes to this notice of meeting. I now will open this item for discussion. And as we're pulling up the screens to see if there are any questions on this matter. A reminder that when we did the issue of capital in August, and part of that was a commitment from Michael to participate in that capital raising on the same terms as the other security holders. So basically a [ 220 ]. And he couldn't do that, couldn't fulfill that until he had shareholder approval to do so. So that is the process of doing that. And Michael is lined up to inject that AUD 5 million into the company, [ fourth ] with subject to approval today. So we will look to see if there are no questions coming through. Voting in favor of this is actually very strong. You'll see that there are fewer votes cast on some of this that will be counted because Michael actually can't -- is excluded from voting on this. These shares are quite noticeable when we are doing these things. So given that there are no questions coming up on that, we will declare that resolution passed once we get to the formalities of the poll, and Michael will be, as I said, injecting the money. So thank you, Michael. And the next one, 5.1. 5.1 relates to the approval to issue and allot Securities. This item of business relates to the authorization of the directors to issue and allot Securities until the next AGM. There's a very long formed resolution for this, and I put the resolution, which is set out in the notice of meeting to the meeting. I don't propose to read it out in full. If anyone wants to torture me, they can do so. But I don't regard that is helpful to the meeting. So we will move forward at this. And this is an annual resolution that we do every year, essentially, because under Irish law, we have no authority as directors to issue shares without shareholder approval. And this is quite a standard process to give the directors some capacity to issue shares. So it's basically enable us to do it. Now in terms of issuing shares, it doesn't mean we can go off willy-nilly and issue shares. I need to share issue that we do is still subject to the ASX Listing Rules, restrictions as well as dealing with [ corp's law ] in Ireland. So we've got the 2 of them there. I recommend that we open this item for discussion. Are there any questions on this one? No, thank you. So again, we've put the voting restrictions proxy -- voting proxy statistics on the screen for you now. As advised, we'll actually formalize it through the poll. But again, you can see that this passes with a very healthy margins. So thank you for that. The second one, which is Item 5.2 is a related thing. So again, another standard resolution that we do every year. And this one is to -- first one was about [ corp's law ] in Ireland. The second one now is about tying us into the listing rules and to give us the capacity to approval to apply -- disapply preemption rights under the company's articles association to harmonize with the 15% issuing capacity allowed for under ASX Listing Rules. I put the resolution, which is set out in the notice of meeting, even the length of the resolution, I do not propose to read it as both. So are there any questions coming through on that one?

No.

So no one there, and we've put the proxy statistics up for you again. And again, that will be very strongly passed. So that is good. And we appreciate your support, as always, on these matters. And it's taken us a little while to get people to link all these and balance these resolutions that we have to do every year. But 4 years in, people seem to be getting used to it and we appreciate that. So Item 6 then is the ratification of issue of securities. This item of business relates to the ratification of the securities issued in connection with the institutional placement completed in September, and we're working in August, September. And that -- I put the resolution to the meeting that for the purposes of ASX Listing Rule 7.4, shareholders ratify the prior issue of allotment of 15,555,556 fully paid ordinary shares in the company represented by CDIs on the terms and as outlined in the explanatory notes accompanying the notice. I now open the slide for discussion. If there are any questions? Now again, this is just reinstating the 15% limit effectively following the issue. And there appear to be no items. No one raising questions on that. So given that, that's actually the last of the formal -- notice of formal resolutions before the meeting. And I will now turn to vote on the poll. I've got a poll card here to complete only and the shareholder proxies. We'll complete a voting card to hand to the company secretary. So I'm here doing that. Signing away my [indiscernible] and a signing away all your proxy votes actually. So Therefore, I now declare the poll closed. The results of the poll will be announced to ASX shortly. Well, ASX platform is closed, but you can see those poll results coming through. And so thank you all for your time. That concludes the formalities, and I now declare the meeting closed. I'd like to take this chance to thank my fellow directors -- sorry, before I go, [ Kaley ], is there any questions on the phone line that you've got to deal with?

No, there are no questions on the telephone.

Thank you. So I would now like to take this chance to thank my fellow directors, Michael and his management team for their diligence and commitment to this business. I'd also like to thank you, the security holders, old and new, for your continued support and for your time and interest today. And the meeting is formally closed. Thank you very much.