Intelligent Monitoring Group Limited (IMB.AX) Earnings Call Transcript & Summary

Right. Hi, everyone. Thanks for your time. Apologies for the delay. Just had a few tech issues just getting up and running this morning. Welcome this morning to IMG's announcement of the acquisition of essentially one entity, but two businesses under the title Project FPHLS, Fire Protection and High-Level Security acquisition. Well, the agenda today is to just go fairly quickly through the presentation, which has been released to the market, probably about 20 minutes I'll try and get through it, recognize the time for everyone, and then throw to Q&A. As we've been doing, what we'll do for Q&A is if you've got a question, just put your hand up and [Audio Gap] questions and make sure we get through them all as efficiently as possible. Kicking off into the preso again, which is public, IMG today prior to this acquisition has got itself into some pretty decent shape. It's a decent-sized business. It's over $200 million market cap, 600 employees, over 200,000 customers with a highly recurrent and cash flow generative business. Post last financial year too, which is a feature of this particular announcement, we refinanced to NAB, who have been a fantastic partner to us with a senior banking facility and an acquisition facility, which we will draw down today. The drivers of what we've been doing have been multiple fold, but effectively, what we're really trying to do is apply best-of-breed modern technology at scale across a large customer base. And as much as that doesn't sound like it's particularly special, it is unique. It's unique not just in Australasia, but also globally into what was and has been traditionally a very fragmented industry in both security and also in our fire, fragmented and also probably underinvested and underloved industry. The acquisition today really is about -- the key feature of the acquisition, which we're really delighted to have achieved is about scale, and scale and reach into the commercial market in New Zealand, which is where these acquisitions are, which really mirrors what we've done and been successful in doing in Australia, where we have really attacked and grown the enterprise commercial footprint of the business, which has allowed us to unlock increasing and larger growth projects and customer relationships. So turning to the acquisition details, the acquisition itself. So as stated publicly, we're buying -- effectively we're buying 100% of an entity called Bluesky Holdco. It is a JCI entity, Johnson Controls, Fortune 300, I believe, U.S.-based company, which itself holds two assets, Tyco New Zealand Limited, which has the license to the Wormald name in New Zealand, and Red Wolf Security, which is a high-level security -- last piece of that security operation for JCI in New Zealand, which is based out of Wellington. So looking at those businesses, so Tyco effectively represented by the Wormald brand on the ground has been around since 1899. It's historically been the leading fire services business. Fire services is a highly recurring, contracted, legally required service, operates under certification in New Zealand, the Building Warrant of Fitness program and regime, which is also increasingly being tightened, which we think is a benefit to this business. The Tyco being operation itself is, again, highly recurring with 75% of its revenue recurring every year based on over 7,000 commercial contracts. The Red Wolf business, which we'll identify as ADT Red Wolf moving forward, so a subsidiary, a little like what we have done in Australia, we've successfully bought and worked with and brought in a number of highly credentialed security operations over the last 2 years, is effectively based out of Wellington, and it's backed by a number of customers, but its single largest customer is the Ministry of Foreign Affairs in New Zealand, where it's really signed a 10-year contract to provide high-level security, which is the highest certification environment across all of essentially, what, 60 of the embassies of New Zealand government around the world. Tyco, a little bit about Tyco effectively, again, gives us reach and depth, over 7,000 sites being served, 12 branches, really does cement our reach in New Zealand at a regional and national level with a diversified customer base. And having been around so long and being so identifiable, is virtually part of the DNA, was only but in the same century that the Treaty of Waitangi was signed. So a very historic business that's based out of Dunedin, New Zealand. Again, Red Wolf, Wellington primarily, but with an Auckland branch, that will really, really be a proud addition to work alongside the ADT team where in particular in that really key Wellington market where ADT has a presence, but it is not as strong as Red Wolf has been in and will be and is. Again, also just highly recurrent revenue. So the rationale, and I'll probably just talk a little bit more at length here. Look, effectively, again, what we have done and are achieving is using edge AI security solutions, which are unique and leading and being -- we are exercising now at scale in a way that is unique globally currently. What we've been doing is really wanting to identify and be identified as the finest and leading service provider, particularly in security in our markets. Having these customers and the depth and importance of the customer relationships we are now getting with both of these businesses will allow us to accelerate effectively the rollout, I believe, of these really highly value-adding services. And so at its most blunt, we are talking about ADT Guard. If you do follow us and you have seen the success we are having at deterring crime and catching criminals with the police now using edge AI in cameras, having the customer base that we are now getting, which we don't currently have in New Zealand and being able to cross-sell and discuss this with them will fast track that growth, which is what we've seen happen in Australia. And so that's really strategically what trying to do. Of course, what we're getting is a really great business with a lot of recurring income at a fabulous price, which makes it a really attractive financial deal. Talking to that. So we're paying NZD 45 million and we're effectively getting just under NZD 11 million EBITDA, around $10 million around current currency values on a pro forma basis. This is a really unique opportunity to acquire a business of this quality at this time, which is why we've worked very, very hard over the last few months to get ourselves in the position to do this, which also includes getting the refinance done earlier this year as well. And so without finishing the point, I would call out that the transaction price we have paid is -- the other Wormald transaction that has occurred was Wormald in Australia was sold by JCI in 2016 to a private equity party, and that transaction happened at a significantly different multiple to the one we've paid. Why is that? That just reflects a willing buyer and seller and really strategic considerations from JCI who are -- who've been fantastic to us and have a fantastic partner to us and have a global opportunity in a global world which they are operating in. For us, we are using cash and debt. So it does have the effect of pushing our leverage up a little bit. We're still under 2x net debt to EBITDA, which on a comparative basis for our industry is very modest leverage. It sits well with inside our Board's strategic comfort range of 1x to 3x EBITDA. And the net effect of all of that is that it's giving us effectively an EPS accretion of 28% to the bottom end of our EPS guidance. A notable thing today also that is occurring is that for the first time, we're providing EPS guidance. Traditionally, we've been focused on the EBITDA level, firstly, run rates and then actuals. And then now we are for the first time guiding to EPS. A couple of things to note in that. One is in that EPS guidance, we are assuming full tax in this period for that. We do still have discussions ongoing around our tax losses and the effect that they may have this year. The reality is they're becoming increasingly small proportionate to the size of our earnings. And so whilst they may exist, the work is still ongoing and they're not that material. And so from a guidance point of view, we're just going to assume that we don't have any benefit and that we will give you essentially what we hope is a worst case EPS on that basis. The other thing I would just call out is that the depreciation expense that we are putting into this is very much the same business as usual depreciation because we've acquired through our journey and the way the global accounting standards work, we have a big amortization line, it's customer amortization, which is not economic but more accounting. It is not a tax shield at all, it is not considered for true economics of the business and so we have adjusted that. So effectively, it is an NPAT ark or an EPS ark that we're actually using, but we think that's totally defensible, fine and consistent with the actual economics of the business. And so again, on that basis, we're looking at an EPS guidance range pro forma now with this business of $0.066 to $0.074 based on the prior guidance only about 2 months ago at the AGM. And from a balance sheet point of view, our debt does go up, gross debt to $120 million, drawing on the $35 million from the acquisition facility and pro forma net debt at just over $100 million. Again, leverage ratio, though is, frankly, nothing that worries us. I think I have a question about that I think we worry about a bit [Audio Gap] line businesses. I also think -- sorry, I may have timed out there for a second. I'm just discussing the debt. I think the debt ratios relative to our industry remain modest. Debt relative to our history is very low and then debt relative to our cash flow is also very low. We have a financial partner with NAB, who have both been fabulous, but are also very comfortable with our current now new level of debt and continue to indicate strong support for our business both today and strategically as well. So no, we are not worried about the debt. Post acquisition, so stronger earnings base, higher-quality recurring revenue. So it is more service revenue, but adding to our monitoring base as well. So it's a 56% actual increase in the underlying recurring revenue post this deal. So $16 million a month now of recurring revenue. It really does give us increasing scale again, particularly in New Zealand. And New Zealand with ADT New Zealand, our prior only asset there or business, sorry, this will allow us to have a properly scaled operation in New Zealand. The workforce expansion, a lot of highly long-serving, technically capable, well meaning, high-quality, good working employees. So really delighted to have the Tyco and Red Wolf team joining our organization and looking forward to bringing them into our wider ecosystem and a bigger financial markets profile. And I think we are still at the scale as a business with a market cap through $200 million where scale is still actually being positive to us, both from an investor recognition point of view, but also actually just from a customer point of view, we are really the only listed counterparty in our markets. And so again, working with high-end commercial enterprise, a feature of differentiation for us is actually the fact we are listed, which is very positive. Post this acquisition, what changes? Well, actually, in reality, they are stand-alone businesses. So on the ADT Red Wolf side, there will be some coming together in terms of opportunities to work together to grow and share and optimize work streams potentially, which I put in a positive way rather than the sort of negative connotations that they can have. The other -- the real reality though is effectively, I'll inherit another new director report. And so Tyco New Zealand will -- General Manager will report on to me. Other than that, it is essentially a completely stand-alone operation, and we will have the opportunity over time to work together. I would point out that whilst I say they're stand-alone because of the history of these businesses and a point that I would make is that the operations center for ADT New Zealand is in Onehunga near Auckland. The operations center effectively for Tyco New Zealand is also in Onehunga near Auckland. And both of them are in a 2-story building. One of the floors is ADT currently and one of the floors is Tyco New Zealand. So even from a practical footprint point of view, there really is little change to occur here. And if it is going -- if there will be change, it will be positive change both financially but also just operationally. So very straightforward situation for us to manage. Again, this point of coverage is an advantage for us. We truly are really the only scaled Australasian enterprise. There are very few competitors now who can offer the services and breadth and width of services that we offer, including with the latest technology being the key differential point. So moving forward, as it has been for the last years, nothing really changes. What we're trying to do in our engines are growing these enterprise and commercial relationships that has been the workhorse, the growth -- the growing pipeline that IMG has had over this last 2 years since we bought ADT and then increasingly looking for that engine to ramp up in the security monitoring space around live camera, security monitoring and really excited about what that can do and mean for society and the sense of safety and security that all of us are increasingly looking for. This is really talking to our competitive advantages. I see clearly over time -- we've got a lot of advantages at the moment. But fundamentally, over time, our advantages are our reach, our coverage, our one-stop shop sort of nature for the really high-end technical skilled part of the services that we provide. I think trust is increasingly and will increasingly only but become more and more important. We deal with a lot of imagery, a lot of sensitive data, a lot of sensitive customers. We need to be absolutely the quality and trusted counterparty. And I think scale and the ability to invest in this area, and I look at the certifications that we seek, have and maintain, we really do stand apart if you're a serious counterparty that wants a proper counterparty to deal with. And then the final bit is that bit that we started with 5 years ago and then sort of really 3.5 years ago where we invested in our monitoring platforms and capability so that we can be a modern player. We can monitor and connect essentially IoT to any device that really has a signal. And that stands us very much again apart from our peer group today and probably still for some time, which we're looking to really exercise upon. Quickly, our model is, again, highly recurrent. The customer life cycle is really just displayed through that. We can come back to this later if people want to talk about it and want to dig more into who we are. And our strategy is really to invest, and we've been investing since we started this journey for me 5 years ago, then 3.5 years ago as MD into our platform and increasingly want to invest into our people to get scale, to use the scale to be able to attract better and more interesting and scaled customers to allow us to just improve and improve and improve. And so we are -- I make no bones about it. We are looking to develop the leading service provider in the areas we are, and we've come a long way. There are elements to which this will be true today, but there's also areas where we still have strong focus and want to improve. So just wrapping up and we'll move to questions. Probably in a wider context than just this announcement, we've come a long way. Mark back to when I took over as MD at an overlevered business and essentially still in parts technology we were just looking to implement to today being really proud of being able to make a highly accretive acquisition of a really high-quality business that will allow us to continue to extend and build upon the really hard and dedicated work of what was a 600-member team, now nearly 1,000 member team of people that are doing good work and serving customers and the community really well. So I'll pause there, and we'll just ask if there's questions, happy to take them. I'd note also my mobile and our details are all public. If you do have questions, we're happy to take them, I'm happy to take them variously through the day as I can and/or over the next couple of days. I'll just pause for a second. We'll just see if there's any questions.

Thank you, Dennison. I've got a couple of people here with their hands up for questions. So I'll go through straight from the top of the list. I've got Richard Harrisberg. So Richard, I'm going to unmute you. Can you please ask your questions?

Can you hear me okay?

Got you, Richard. Thanks.

Great. Well, congrats on the transaction this morning. It looks like a great quality business you've purchased. Just a quick question. How was the business growing pre the acquisition in the last few years? What's the growth rate sort of been for the Wormald business?

Yes. Look, it's -- I won't shy away. So it's -- the way I'd characterize it, it's obviously been a long-standing high-quality business that's well regarded. I think the last few years, it's been through -- effectively post COVID, and I need to be a little careful about how I characterize this and I'd ask for people to be a little bit sensitive about it, too. But they effectively post-COVID went on to a project-focused growth strategy. Now this is really a services business, recurring revenue business that you grow contract by contract and extend and get the benefit of the network. The problem with project focus, and it's why we don't do it in ADT, particularly, we're focused on long-term relationships, not short-term building new things typically is they tend to be highly -- more competitive, lower margin, and you can have more issues. And so underlying, it was probably growing around sort of GDP CPI, but it had a period of sort of ramp in revenue. So if you looked at revenue, it grew strongly, but it also then corresponded to a period of weak earnings as they essentially, for want of the better term, brought on a next generation of management. And really, what it did is it triggered JCI's focus on this business. And that had two impacts. One was we need to improve it, which they got to work doing. And I think they would feel they've sold this business a little bit early because it is still improving today, and I think we'll get the benefit of that in the coming periods. They changed management. They washed those projects out and the profitability returned to a level. So it actually grew quite strong. It'll have to come back. It was double digit, call it, over the last 3 years. But again, that didn't necessarily reflect the journey on profit. Now it has gone -- returned back to a really service focused, optimized business, and it's growing more modestly at a revenue level, but very profitably with good cash flow. And so I don't think this business will be a -- this will be a GDP plus CPI type grower, hopefully a little bit better, but it will generate strong recurrent growth, cash flow profitability with long-term customers. So a really good foundation for us. And then, of course, what we look to do is leverage our security technology and other technologies, including the fire monitoring space, too, using more of the AI type world that we live in, info based world, to try and speed that growth up past that, which is what we're seeing in Australia.

That's really helpful. I appreciate that. Yes, I guess on that sort of long-term client relationships, what's the typical sort of customer length be in this business? Has there been sort of any churn?

Look, there is a little bit of churn. It's like 3% type of churn historically. So relatively low. I mean you're dealing with building life really now is essentially like now in ADT Security -- sorry, in residential, you're dealing with length of tenure. When you get into enterprise and commercial, you're really more almost dealing with length of building or business. That's why I personally think enterprise and commercial is more attractive long term actually than, say, residential because you do get longer relationships that are now reliable, but the typical contract is about 5 years, and they do get reviewed. There's -- I think the timing for this acquisition is good because you do get a little bit more churn in tough times. The reason for that is that when you take project work out of the market, which you do in a recession, hard for people in Australia to understand a recession, I'm an Australian citizen, I should point out, though I've got a Kiwi accent. What does happen though in a recession is when the projects come out, people do tend to compete more aggressively for service contract in that period. And then when the economy picks up, project work comes back, people tend to navigate away. And these are the local operators more than, say, there's only a couple of regional -- national operators in New Zealand, and Wormald is one of essentially three collectively with about 60% market share. So we bought at sort of time where we're optimistic that the New Zealand economy is starting to slowly turn the corner. It has been tough for the last year or 2 and competition will die. Churn to the extent there is churn will lessen and/or price -- any pricing pressure starts to abate, and that will allow us to go into probably a modestly accelerating sort of situation for the next year or 2 or 3.

And then maybe just a last one for me before I let anyone else jump on. But so I guess, obviously, this really opens up a lot of the video guard opportunities in terms of selling that product into the New Zealand market as well on those existing clients. Is there anything on the fire side of the equation that this company has sort of been doing in New Zealand that you guys haven't been doing in Australia that you can sort of bring to this side as well?

Yes. We don't operate in fire in Australia. So fire services is just -- is not a market we're in. It's not one -- it doesn't appear -- we don't strategically need it as much in Australia. We've replicated the effect of what we're looking for with the commercial base organically or through M&A and also organically in the last couple of years. So it's not as imperative for us, but there's also no necessarily easy or logical pathway into that market for us. So I don't think this will necessarily be a situation where we'll follow the strategy from New Zealand to Australia, but I think it makes a lot of sense for what we have in New Zealand in terms of replicating what we've been able to do in Australia. The Guard product that I do -- we haven't factored, important to say in this transaction, any synergies or upside potential synergies either. I'm always cautious about -- my experience has been people tend to talk these things up hard at these sort of points, and they are harder to deliver than necessarily the models will indicate. That being said here, I am optimistic there is real value, though, because the service, the ADT Guard product, as we have experienced ourselves taking it out around Australia, seeing is believing, it's the word I've used regularly and including in these forums. And as we are now able to show it to a much bigger group of commercial operations, I think that will fast track our sale. And I think for the first time because these businesses have been related before, I mean, they were part of the JCI world. And so you could be cynical and say, well, this could have happened before. It is traditionally the case where historically globally companies are fire and security. I'd point out that Chubb is Chubb Fire & Security as a business. But I don't know they have leveraged much. And I think historically, the reason has been the fire guys are a bit cynical about selling security back in an old intrusion alarm world because from their world, it doesn't look very technical and it doesn't appear to really do much of a job. So I don't really want to be associated with it. I think the fire guys probably historically pooh-poohed security a little bit. I think now we've got the opportunity to go back essentially to the fire team and say, understood, totally agree with you. But by the way, if you've seen what we're doing and would you like to talk to your customers about it because I actually think they really would like this and you'll be proud to sell it. And I think here, we now have a new opportunity to have a new conversation in a way that will actually lift the organization as well and the feeling and feeling of success across the staff as well. So again, really exciting to get this, to get it at this price, but also now to actually get to work once we settle it, which will -- the settlement will occur early next year.

Thank you, Richard. I've got [ Tom ]. Tom, do you want to go next to your question, please?

Are you there, Tom?

While we wait for Tom, I might actually ask [ Stella ], you also have your hands up, do you want to go next, please?

Hi, Stella.

Sorry, Stella, you are unmuted but we're unable to hear you.

You have a go at typing the question, Stella, and if there's others, we'll move back. If you type your questions, Stella, we'll come back to you.

I think we'll go to Tom's question. Tom did type out his question, Dennison. So Tom is after how should revenue and margin unit economics in fire protection services, maintenance and monitoring compared to our core commercial unit business?

Yes. No, good question, Tom. So the gross margin of fire, I think, is disclosed in the doc. And sorry, I should be able to tell you off top of my head, but I know it's about 24% gross margin. To be -- so the answer is sort of 24%. How does that compare? It is a little bit lower than the security side. And I'd have to say that's something I will want to understand. So it's a very profitable, strong recurring business. It is a little lower than what we do. Now I should say, I think -- and I would point this out in our con calls, I mean, IMG at a bottom line level does deliver good margins and on a global basis as well, we're at the top end of margins in security actually. And the reason for that is because we focus on long-term service work and actually adding value to the customers and then them ultimately paying for it. Here, the answer is -- calling at 24% is the answer. But what I'd just say is it actually surprises me that it's not higher and probably speaks to why I think there is upside in this business over the next couple of years. I suspect that -- and I won't comment before I've got too deeply into the business other than obviously the significant due diligence we've done is that this industry is probably a little guilty of underearning for the actual services that it offers. And so again, in a world where we're seeing actually certification tighten in this area in New Zealand and the legal requirements, I think that's all positive here. I think that will be positive for the big players, and I think that will ultimately potentially be positive to margin. So a little bit dilutive to margin. We will have a look at that and challenge why we can't sort of bring that up to what I've always targeted as a business -- businesses that can sort of generate between 20% and 25% EBITDA margin. I'll just have a look at Stella's question there, too. I'll just work through them. One-off expenses. So yes, good question and fair question given we've done M&A through this journey, and it has come with sort of costs and one-off costs. Here, we'll obviously have transaction costs. So there will be some due diligence expenses, et cetera, to come through. Not foreseeing significant redundancy costs or anything like that. Like again, we're not buying it on the basis of synergies or changes or what have you. We'll have to come back on the impact of working capital. So we've called out that sometimes depending on the exact timing of settlement and the working capital cycles of businesses, you can have a short term, call it, a couple of months depending on the business up to 6 months of impact where EBITDA is higher than cash flow and then they kind of catch up. But that's embedded in the price, the final settlement price you pay. So it's not a real economic effect. It's adjusted for cash, but it can come through that your operating cash looks slightly weaker for the first period. I don't know, though, because it won't -- you don't know that actually typically after settlement and where everything is washed up. And look, pretty clean. I think we may be -- we may look to improve the business over time. We may find opportunities, arguably probably a bit more in the course of things, and we are trying to move -- we're very cognizant of the last couple of years. We've had transition costs for ADT, which were a big number, the finance costs, which were a big number, and then an element of redundancies, which were big numbers, which were all taken as nonrecurring. We still very much see that the nonrecurring kind of costs that we will call out where we think they are now getting relatively very, very small compared to the size of the business. I'll move to the next one. EBITDA margin, yes, look, again, the thing I'd -- the wider point I'd make about margin is I could sit here and make a big comment about some ordained power that I had to control group-wide EBITDA margin. The reality is you don't. What you control is the inputs that ultimately get you to your profit, your costs, obviously, and then obviously, revenue through customers. When you have a business that has a couple of divisions and are growing at different speeds, it very much depends on what business line is growing fastest and what those settings are. And so whilst the point I make is as a leading business, we want to be able to show our value through having high margins, we are actually also focused on just growing and growing profitability. And so we're also -- where we can make really good money, we have some examples are not big in our business where we may do some work for customers that are quite big in dollar value revenue lines, but actually relatively small because they are sort of pass-through work. We're not going to not do that work because it sort of impacts the potential final EBITDA margin that I might present to you because ultimately, we want to deliver profit and cash so that we can all have Christmas every year. But I think the way I model the business and look at the business, again, I think that margin has largely unchanged. I think it sits in our business line targeted at between 20% and 25%, more at the 22% for the last financial year. This probably will bring it down a little bit in the first instance. So I haven't modeled that through fully. I can do that quite quickly and revert so if you want to take it offline. But we would expect that margin to improve over time. Certainly, as we get the security monitoring piece of the business growing too, which we expect to start to grow nicely and at a material level sort of into next year, that should start to pull margin up. And then I think it's a question of how high or long term would that margin go. I guess that's a problem and a question we can ask ourselves over time. Also just thirdly, the New Zealand -- the review, the [ statutory ] review of health care business in New Zealand. Look, this doesn't in and of itself mean anything, like we assess everything we do individually and then it has to make sense totally. That review though so far has led to a couple of changes. We've had a little bit of staff realignment. We had also -- I've also [Audio Gap] been in Wellington with him, and we've agreed moving forward for a higher return on capital for us for growth. We are in the process of putting that away though. It's not yet occurring or hitting our business and probably won't for a couple of months. So we've taken the review. And in the first instance, we think we've improved the business with some focus and rigor. We though still remain open to considering whether we would be prepared to do something with it, whether there might be a better owner, what do we do with it. It's not a prescriptive comment. I'm not trying to lead anybody anywhere. If anything, I think the point I'm trying to make is we do take returns seriously. We do go through the business and we do question our use of capital. If we have a better use of capital with faster, higher-quality growth, then we do actually go through the business very seriously to make sure that we are actually doing that well. And that's really just the process we're under. I think we'll have -- I'll be able to give you a much more definitive view of either closing the circle or outcome by the half year result in February next year. Cool. That's it. Excellent, easy. Look, thank you. We apologize for being a little bit late. We just had some tech issues. Shenin and I are actually in the same room if it looks like we're sort of looking at each other, we've had to navigate this a little bit difficultly. But thank you for everyone's support. Really, look, I'll wrap and just say this really does feel like a great moment for our business. We've had a successful year. The team has worked really hard. It's a great team. We're doing increasingly high-quality important work with customers that are really engaging with us. I think being able to acquire a similarly exceptional business, and I mean, Wormald historically is an exceptional business. We're happy to be able to have it join us, to have that team join us for the benefit of what that will bring us and also hopefully, what it will bring them. And so we're looking forward to having a nice finish to the year here. And I really do believe that 2026 and 2027 are going to be really exciting years for this business, and we expect to come back hard. So if I don't talk to people, merry Christmas to you. We're very open to take questions. Again, our numbers are public, our e-mails are public. If you want to come back later today, please do. We appreciate your support and interest. Thanks very much. Take care, and merry Christmas, everyone.