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

Good morning, everybody, or good evening, if you're in Australia or other parts of the world. Welcome to the Annual General Meeting of FINEOS Corporation Holdings plc. I'm Anne O’Driscoll, I'm the Chairman of the company. I'm pleased to chair our meeting today. It's just passed 9:00 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. The format of the meeting will include a brief update by myself on some key aspects of the business. And I'll then pass over to our CEO, Michael Kelly, who, as we know, is the founder of the business and who's here with me today to provide an overview of the company's performance for the 6-month period that the meeting is addressing, followed by an update on the current year-to-date performance and outlook. Then we'll progress to the formal business of the meeting. We will allow time for questions regarding the resolutions before proceeding to vote on them. Now also present here today are the Board members, so our whole Board is here with us in Dublin. So we've got William Mullaney or Bill Mullaney who chairs our Remuneration and Nominations Committee. As one of the items on the agenda today is my reelection, Bill will chair that section of the meeting. So you'll get to see Bill on screen. Dave Hollander, who chairs our Audit and Risk Committee and our most recent member of the Board to join the Board, Terri Rhodes. So Shelby Coleman, our Company Secretary; and John Knight (sic) [ John McKnight ], our other Company Secretary, one based in Australia, one based in Ireland are here, as well as Ian Lynagh, our CFO, who's known to many of our investors as well, as is Orla Keegan, our Head of Investor Relations. And online, we also have representatives of our external auditors, Forvis Mazars and our lawyers, William Fry. So I'd like to begin by clarifying what's going on at this meeting in terms of periods. We last had an AGM covering the year to June in early December, and this period is, in fact, covering a 6-month period to 31 December 2023 as the company made the decision last year to move to align our financial year-end with the calendar year. This 6-month period has been referred to in our documents as FY23X, so to stop period at the end of '23. The move has helped the business in several ways, including being able to align with most clients' fiscal years in North America, which in turn assist management with revenue forecasting, pipeline management, resource allocation and associated cost drivers. FINEOS has been a listed company now for 5 years, we listed in August '19 and over that period, has experienced excellent growth in its target market of employee benefits carriers in North America. At the time of IPO in August '19, subscription revenue represented 28% of total revenue for FY '18. So then, through point of focus on growth, this subscription revenue has grown to currently sit at 54% of total revenue, reflecting the expansion of FINEOS products with existing clients, the upsell and cross-sell in addition to a number of top-tier insurance carriers that have been added to our very impressive list of clients, making FINEOS a dominant and clear leader in its market. So following the period of FY23X, the company completed a AUD 40 million capital raise. That's approximately, EUR 23.6 million net of costs. that was to provide financial flexibility for driving the company's growth strategy. And Michael also participated in that raising. So he was $5 million invested back into the company supporting that capital raise. The capital raise a substantial infusion of funds that not only underscored the confidence investors had in FINEOS' vision and strategy, but also provided the company with the financial flexibility to pursue attractive business opportunities and ultimately drive revenue growth. We are using these funds very judiciously with cash balances of EUR 34.2 million at 30th of June 2024. i.e., we haven't -- on a net basis, we have not used any of those funds raised, and we are being careful, but it is providing us with flexibility as we go through the year. I'll now pass over to Michael to update you on the financial and operation highlights for the 6-month period to 31 December, reflected in the annual report before this meeting as well as 2024 to date. We will be brief on the financial performance as the market has been brought up to date when we announced the results for the 6 months to June 2024 only 2 weeks ago, but Michael will speak to the key focus areas and achievements. Over to you, Michael.

So thank you, Anne, and welcome, everyone, to our AGM. Over the 6 months to the 31st of December 2023, we navigated through a very busy period and achieved some notable milestones that I will share with you today. Turning to Slide 4 of the presentation. You can see several of the key highlights from the FY23X period, most notably the 10.5% growth in subscription revenue. We have since reported our first half year period for FY '24, and we continue to report further revenue growth and margin expansion, the details of which you can see on Slide 6. The capital raise that Anne mentioned has allowed us to focus on running our business while continuing to make the FINEOS platform a compelling core platform for the employee benefits industry. We have re-architected our New Business and Underwriting product to remove end-of-life technologies and make the product a cloud-native SaaS product. Another expansion opportunity we undertook was the development of our FINEOS Absence product for the U.S. employer market, adding the additional out-of-the-box features and capabilities required by employers who manage their employee absence in-house. I'm delighted to report we have just recently gone into live production with FINEOS Absence for our first North American employer. This opens an adjacent market for FINEOS and gives us the product and crucially the customer reference we require to pursue this self-managed employer segment of the U.S. absence management market. In addition, we continue to invest in our FINEOS platform for employee benefits for insurance carriers including FINEOS Claims, FINEOS Absence and FINEOS IDAM, that is the combination of our claims and options products to deliver a single customer experience for Integrated Disability and Absence Management. This work means our clients can implement FINEOS rapidly, enabling them to use our platform to improve their operations and remove their reliance on outdated legacy systems. Finally, we have been investing to ensure Guardian Life will go into live production on time with FINEOS AdminSuite in a few weeks' time. At the end of FX23 (sic) [ FY23X ], we had EUR 28.1 million in cash and 6 months later, as reported in our first half of FY '24 interim results announcement we held EUR 34.2 million in cash at bank, reflecting our disciplined cost out and cash management focus. Having a robust financial balance sheet and achieving sustained cash flow positivity is one of our top priorities for this year and next year. Some of the other notable milestones we achieved during FY23X period can be seen on Slide 5. In terms of our cost-out program, we have clear strategies [Audio Gap] free cash flow while also focusing on growth, as can be seen in our results. This year, our employee retention has remained high, which is a testament to our strong culture and engaging work environment here at FINEOS. For all new employees, we continue to focus on hiring in our lower cost regional operations. Slides 6 and 7 cover the latest updates from the business and demonstrate our strong focus on customer success is paying off, as reflected by our product sales and improved operating margins. Turning to Slide 8. We remain focused on several initiatives and goals in the current financial year. And so far, we are on track with all of these. In terms of the outlook for FY '24, we recently reaffirmed the existing guidance range for total revenue to between EUR 130 million and EUR 135 million, albeit to the lower end of the range. We still expect subscription revenue to be higher than our services revenue as we focus on this reoccurring and higher margin revenue growth. Strict cost management and cash flow generation, as I have already touched on, is a key part of our outlook and as I look forward to updating you on our progress at next year's AGM. In closing, I would like to thank our employees, our customers, my fellow directors and all of our security holders for your continued support. We are committed to delivering another successful year for 2024 and beyond. This concludes my address. I will now pass back to Anne to commence the formal business section of the meeting. Thank you.

Thank you, Michael. And I'd now like to open the floor to general questions for the Board and management. You will have the opportunity to ask questions concerning each resolution when we get to the formal business of the meeting. If you want to ask questions at any point, please type your question into the system and the moderator will process these and queue them to be addressed. Should you be on the phone, there is the opportunity to alert the moderator that you have a question, and we will deal with that, but it would be far simpler if you could type them into the system. This is also a reminder that only security holders i.e. the sole shareholder and holders of Chess Depository Interests are entitled to ask questions. So you may find that -- we may take other questions, but they are very much at our discretion, and it is only the security holders and shareholders that are entitled to ask questions. So turning to slide -- the next slide, we are dealing with Item 1. Item 1 is formal Notice of Meeting. The Notice of Meeting was sent to all registered security holders within the notice period required. And while we'll now table that Notice of Meeting and take it as read, and you would not like me to read the Notice of Meeting. So voting on the resolutions. 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 for questions on each resolution, as I've said, I will endeavor to give all security holders who wish to pose a question or make a comment, a reasonable opportunity to do so through the port or moderation. I ask that you keep your questions related to the matter at hand and as succinct as possible. Voting at the meeting will be decided on a poll, which I now declare open. This means that each shareholder present in person or by proxy has one vote for each share they hold. This is -- there is technically only one shareholder, Chess Depository nominees, and I hold the proxy for that shareholder. The poll will be taken at the end of the meeting and the results announced to the ASX shortly after the close of the meeting. I've also 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. These figures will be as at the closing time for receipt of proxies, which was 6:00 p.m. Australian Eastern Standard Time on Monday, the 2nd of September. The voting exclusions that apply to certain resolutions being put to today's meeting were outlined in the Notice of Meeting. So the first item of the business is the financial statements and reports. So consider and receive the transitional financial statements, the directors' report and the auditors' report of the company for the year ended 31 December 2023. There's no formal resolution required for this item, but I invite questions and comments. Now for these items and all those that follow, I do request that you identify yourself when typing in your question. Are there any questions at the moment? No. And so the moderator, there's no questions coming through there, either that we could see. Okay. If there are no questions for me or for management in respect to those, are there any questions for the auditor? Noting on those questions could only relate to the conduct of the audit, the preparation and content of the auditors' report the accounting policies adopted by FINEOS concerning the preparation of the financial statements or the independence of the auditor concerning the conduct of the audit. Okay. No sign of any questions. And look, if you were trying to put in a question and later, we can deal with this later in the meeting, if necessary. The second item -- sorry, I have -- there's no vote. Second item is auditor remuneration. So this is a standard resolution for Irish companies and annual one. So I will now move to vote on the auditor remuneration and put the resolution to the meeting. So it essentially allows the directors to set the remuneration of the auditors. So I now open this item to discussion. Are there any questions? Well, our auditor has got off without any questions on the accounts or any one challenging our ability to set the remuneration. So we've got the voting statistics coming up on that on the screen. And you could see that the 99.9% of the proxies were cast in favor of that resolution. And open proxies, so if open proxies have been directed to the chair of the meeting or the shareholder, I confirm that I will be voting those as set out in the Notice of Meeting in favor of the resolution. So no questions on that item. We'll move on to Item 3, which is my reelection. And as indicated at the beginning, I welcome Bill Mullaney to chair this part of the meeting. Thanks.

Thank you, Anne. I will now move to vote on the reelection of Ms. O’Driscoll. I'll put the resolution to the meeting that Ms. Anne O’Driscoll being a Director who is retiring by rotation in accordance with Article 104 and the company's articles and Listing Rule 14.5 and being eligible, offers herself for reelection be reelected as a Director of the company. I now open this item for discussion. Are there any questions? Hearing none. Voting proxy statistics on this resolution are shown on the screen. As you can see, this resolution has over 99% in favor of reelection. As advised, voting on this item will be via a poll at the end of this meeting. I will now hand back the chair to Anne.

Thank you, Bill, and thank you very much to all our security holders present who voted in favor of my reelection. So thank you very much. And we now move on to Item 4.1. Now this is a suite of resolutions that come up every year. They are very long resolutions. And as noted in the Notice of Meeting and explanatory notes, the aim of these is to allow FINEOS to be on an equal footing with other listed companies in Australia which have the capacity to issue up to 15% per annum -- 15% between approvals, 15% of shares without going back to a Special or Annual General Meeting to issue shares. They are long and complex resolutions. And so they are set out there for you. And I don't intend to read the full text of the resolutions because we will be here for quite some time. But the item of business relates to the authorization, the first one, authorization for directors to issue and allot securities until the next AGM. Our next AGM will be scheduled for some time in the first half of 2025, being the normal period after our December '24 financial year. So I put the resolution, which is set out in the Notice of Meeting to the meeting. And as I said, given the length of it, I don't intent to read it. And if there are any questions on this matter, could you please put them to the meeting now? And unsurprisingly at this stage because we have been passing these resolutions for 5 years, and there are no questions in this matter. So we'll now up the proxy results for this. So thankfully, we have 99.89% in favor of this resolution. And so as advised, voting on this item will be -- and all these items will be at a poll at the end of the meeting. So then we move on to 4.2, and this is the next item of business is related. So this relates to the approval to disapply preemption rights under the company's Articles of Association to harmonize that the 15% issuing capacity allowed by the listing rules. I put the resolution, which is set out in the Notice of Meeting to the meeting. And again, given the length of this resolution, I do not propose to read it in full. But if anyone has any questions on this, happy to take them. And I do have the lawyers online if it gets into levels of -- legal team is there and because it is a very legalistic resolution. Are there any questions? No. Okay. So the proxy statistics are up, 99.87% in favor. And as I noted earlier on, where there are open proxies and held by the chair, I will be voting in favor using -- exercising my right to vote those proxies in favor if they're undirected. So there are no questions on that matter. As advised again voting will be at the end. Now that is actually the final resolution that goes before the meeting. So I will now conduct a poll. It's a very onerous task, as you can imagine, with one shareholder and myself holding -- being the same person holding most of the proxies. Shareholder proxies will be -- complete voting card to hand to the company's Secretary and we've arranged for that to occur. [Voting]

And just a last chance for any questions, should anyone have them? Because otherwise, we are moving key -- we're moving to close the polls. The results of the polls will be announced to ASX as soon as they are available. Ladies and gentlemen, this concludes the formalities of our meeting, and I now declare the meeting closed. Thank you to all the security holders who have attended this meeting, who have voted in favor of the resolutions and who continue to support the company. And we look forward to talking to you again soon. Take care.