JTC PLC (2N9.F) Earnings Call Transcript & Summary

Good morning, everybody. Welcome to the presentation of JTC PLC's Full Year Results for 2019. I hope this virtual approach will be an adequate substitute for our usual face-to-face catch up. I'm Nigel Le Quesne, the Group's CEO; and presenting with me, and with the Scottish accent is Martin Fotheringham, our Group CFO. So let me turn to the agenda on Slide 3. The next half an hour, I'll take a look at the CEO highlights. Martin will run through the financial review, and I will follow-up with a business review of 2019 and the outlook for 2020, including a detailed look at the resilience in the business and addressing the impact of COVID-19 pandemic upon us. So on to the headlines for the year on Slide 5. On the left-hand side of the slide is a quick reminder of JTC's business fundamentals, which have delivered an outstanding results for everyone, of our 32 years. We'll return to these later and how these fundamentals have supported us to date in the face of COVID-19. Looking at the progress in 2019, we've delivered a strong set of results. In particular, we have seen good revenue and EBITDA growth within the target expectations we have indicated, with net organic growth of 8.4%, within our 8% to 10% range and EBITDA margin at 31.9%, delivered within our guidance of 30% to 35%. We've seen good contributions from both divisions with strong growth and record new business wins in each. And with Private Client Services performing particularly well in every respect. We've maintained our disciplined approach to M&A and had a relatively quiet period for completing deals in 2019. We acquired Exequtive Partners in the first half of the year and subsequently added small bolt-ons in Cayman and the Netherlands. Since the year-end, however, we've acquired the Jersey-based private client business of Sanne, established a presence in Dublin, Ireland, and added registrar services to our capabilities by absorbing the operations of Anson Registrars in the U.K. Most importantly, and more recently, we've acquired NES Financial in the United States, which I will elaborate on later. More generally, we've continued to invest in the business and improve each jurisdiction in which we operate, with 72% of our locations reporting improvements year-on-year. If we measure on our proprietary jurisdictional strength index or JSI. Of particular note, our significant premises upgrades in London, Amsterdam and Cayman, new senior hires in London, Geneva and New York and technological and process improvements in both divisions. JTC's unique approach to shared ownership received global recognition by featuring in the Harvard Business School MBA program. This accolade highlights JTC's a unique and innovative business. Differentiating us from our immediate and wider competitor base and is being well received by all stakeholders and potential new clients. So in essence, in 2019, we have once again enhanced and improved upon our financial performance, strengthened our teams across the board, widened our offering and improved our infrastructure in terms of process, technology and premises just as we said, we would. So let's turn to Slide 6 and on to the financial highlights, where we have achieved revenue increases of 28.5% to GBP 99.3 million, underlying EBITDA growth of 32.4% to GBP 31.7 million and seeing an improvement by 0.9 of a percentage point in our EBITDA margin from 31% to 31.9%. Our annualized value of net new business wins were up by 53.6% to GBP 14.9 million from GBP 9.7 million, with both divisions having their best ever year for new business. Our pipeline at the year-end was slightly lower at GBP 30.4 million, reflecting the efficiency brought by enhancements made through our onboarding processes and an improved win rate. Since the year-end, the pipeline has extended out again to GBP 33.4 million without any immediate evidence of a slowdown from the pandemic at this stage. We see future revenues from these new business efforts in 2019 of GBP 144 million. Finally, onto the dividend, where you'll recall, we aim to distribute 25% of our profits in dividends year-on-year on a 1/3, 2/3 basis. And as a result, we'll be proposing a final dividend of 3.6p, taking the full year to 5.3p, which we plan to pay on the 3rd of July. Before passing over to Martin for the financial review, I'd like to take this opportunity to extend my thanks to the excellent JTC team for their dedication and support in 2019, and in particular, in response to the challenges brought this year by the COVID-19 pandemic. Martin?

Thank you, Nigel. Every year, we set ourselves a target of improving our business. We achieved that in 2019, as shown on strong organic growth and the improvement we made in the underlying EBITDA margin. JTC is a very predictable and resilient business, but we're confident in our ability to continue to perform against our targets. If you could turn to Slide 9 in the deck, I'd like here just to have a quick run through the income statement. As Nigel has mentioned, revenue grew 28.5% in the period. And of that, 8.4% of that was net organic growth. The underlying EBITDA margin improved by 0.9 of a percentage point to 31.9%. Non-underlying costs were significantly down from 2018. You'll recall in that year, we had the impact of the IPO and the EBT capital distribution. We adopted IFRS 16 in the year, and that had the impact of increasing the reported EBITDA by GBP 3.7 million but reducing PBT by GBP 0.7 million. In 2019, our tax charge was positively impacted by deferred tax credits, associated with the amortization of customer relationships. We also updated our transfer pricing policy in the year. It remains OECD compliant and the work was again done by KPMG. The outlook was that there was no significant change to the previous policy. In 2019, our adjusted underlying EPS was 22.33p, a 16.1% improvement from 2018. As Nigel has said, the final dividend will be 3.6p. If we move to Slide 10, where we have the revenue bridge, which we've seen previously when we presented to you. The net growth of 28.5% in the year is built up 8.4% organic and 20.1% from acquisitions. Attrition in the year was lower at 7%, 97.4% of the non-end-of-life revenue was retained in the year. We had net new organic revenue of GBP 11.1 million, which was split GBP 4.5 million from existing clients and GBP 6.6 million from new clients. The new business pipeline at the end of 2019 was GBP 34.4 million. That was a drop from the same time in 2018, however, I would point out that, that measure is taken at a moment in time. The pipeline at the end of March 2020 is, in fact, now GBP 33 million. Moving to Slide 11, which is looking at the ICS division. You'll see in this slide that for the first time, we shared a revenue bridge, which shows the organic growth and buildup of the component parts of the -- of revenue. Before I look at that, I'd just like to point out, you can see an increase in revenue of 26.4% in the period and an improvement of 25.2% in EBITDA. Disappointingly, the underlying EBITDA did fall back year-on-year by 0.3%, but it did improve in the second half of the year. In half one, we were at 27.8%. For the full year, we moved up to 28.5%. Looking at the revenue bridge. The organic growth for the ICS division was 9.4%. And attrition was 6.8%. We won net new organic revenues of GBP 6.6 million, evenly split between existing clients and new clients. Turning to Slide 12, which looks at the PCS division. Again, we can see that the -- there was significant improvement in revenue in the year as well as EBITDA. The underlying EBITDA achieved for this division was 36.1%, that is an outstanding performance. In terms of the organic growth in the revenue bridge, organic growth itself was a 7.2%, and attrition 7.4%. New work won in the -- over the year, was GBP 4.5 million, which was GBP 1.1 million from existing clients and GBP 3.4 million from new clients. At the beginning of 2019, we had 36 mandates that were worth more than GBP 100,000 per year. By the end of the year, that had increased to 54 mandates. Turning to Slide 13, the Group balance sheet. Notable in the changes in the balance sheet in the year were increases in goodwill and other intangible assets as a result of the acquisitions of Exequtive Partners and Aufisco. We impaired the goodwill associated with NACT by GBP 0.5 million in the year. Property, plant and equipment and lease liability increases reflect the adoption of IFRS 16 in the period. Our net investment base fell by 1 day in the period from 117 days in 2018 to 116 days this year. Our loans and borrowings increased due to the funding drawn for acquisitions in the period. We have a borrowing facility of GBP 150 million. This was increased on the 9th of January, 2020. The banking facilities are in place until the 8th of March, 2023 and no repayment is required until that point. At the year-end, our underlying net debt was GBP 59.3 million, representing 1.9x the underlying EBITDA. Moving to the cash flow statement on Slide 14. In 2019, we generated cash of GBP 28.7 million. The cash balance we showed at the end of the year did include GBP 2.6 million of cash that belong to the EBT12, that has subsequently been distributed. We drew GBP 15.5 million of acquisition facilities during the year. We also advanced GBP 4.2 million just prior to the year-end, which secured us exclusivity on the NESF transaction. That will be settled as part of the purchase consideration. In 2019, we paid dividends amounting to GBP 4.1 million. The final dividend of 3.6p per share, which we are proposing for this year will amount to a payment of GBP 4.4 million in July of this year. Moving to Slide 15. I wanted to give a little bit more color around the cash conversion and the reconciliation from the reported cash conversion to the underlying cash conversion. Principally, in 2019, this has to do with the 2 acquisitions that we made in the year. Firstly, Exequtive Partners as a business whereby, much like JTC, they have a significant amount of annual invoices, that are raised in the first month or 2 of the year and are collected in the first quarter. This was done by Exequtive last year, and this was done before JTC's ownership. Effectively, we had 9 months' worth of revenue, but the cash had already been collected by Exequtive and taken into account in that acquisition. The impact of that will not be continuing in future years because JTC will obviously collect and keep the cash, which we have done this year. With regard to Aufisco, we acquired that business in 2019, and we recorded revenue in 2019. However, the cash associated with that revenue was collected in early 2020, and that was in line with the acquisition agreement and the customer billing arrangements. Again, like Exequtive, that will not be repeated going forward. So there will be no bridge from the reported to the underlying for the cash conversion going forward. The final slide in this section is Slide 16, where we look at net debt. As can be seen from the chart, the net debt level for JTC fell slightly from 2018 to 2019. The leverage target we set ourselves is 2x underlying EBITDA, but we maintain that target going forward. Our bank covenants at the end of 2019 was 3.5x pro forma underlying EBITDA. Our test changes to 3.25x at the end of March and will move down to 3x at the end of March 2021. The 2 deals that we've announced post year-end, the Sanne Private Client business, that will bring us GBP 5.3 million of revenue, and we expect at least GBP 2 million of EBITDA. We will finance that with our existing facilities. That will be an all-cash deal. NESF, on the other hand, is an all-share deal. There will be no additional cash outlay, and we anticipate an EBITDA contribution of $3.2 million from that business this year. And with the finance section covered, I'll pass back to Nigel, now. Thank you.

Thank you, Martin. Now I'll take you through the business review for 2019, including the methodology we bring in considering acquisitions, and incorporating a review of the latest 2 of these, NES Financial in the U.S. and Sanne Private Client Services in Jersey. Finally, I'll elaborate on the resilience of the business and how it can serve in the face of COVID-19 and finish with a view of the 2020 outlook. So if you turn to Slide 18 in the Group overview. Of interest at Group levels, a shift in the balance of revenue received by each division with Private Client Services or trust company businesses, I prefer to call it, having a slightly larger proportion of the revenue than in 2018. It was also more profitable than Institutional Client Services in 2019, for the first time, since we reorganized into a 2 division business, 5 years ago. The service line revenue split has been recast and now demonstrates the funds, corporate and private wealth related services more accurately, with 70% of our services relating to fund and corporate services. As a Group, we remain fully committed to both the Institutional and Private client markets. And we're very comfortable with how we are positioned in each, with our aim to be a significant business and a leader in both the fund and trust company disciplines. On the top right-hand side of the slide, we identify why this is, and we can return to this in the Q&A session, if this speaks of interest. During the rest of this year, we'll focus on dealing with the challenges and opportunities presented by COVID-19, integrating the NESF and Sanne businesses and capitalizing on the wider opportunities they bring. We also keep an active eye out for any other potential acquisition targets and place real emphasis on technological development to deliver both efficiencies across the Group and improve the client experience and interface. So now on to Slide 19, and Institutional Client Services. As Martin said, we're seeing a good top line growth of 26.4% to GBP 54.8 million, and an increase in profitability of 25.2% to GBP 15.6 million. As you also said, our underlying EBITDA margin was a slight disappointment, having reduced by 0.3 of a percentage point over the year, which is an area of focus, we should benefit from some of the process and technological changes we are introducing incrementally and will -- and which will be accelerated by the NESF acquisition. Division recorded an increase of 48% in new business wins by value and as a pipeline of GBP 20 million at the end of the first quarter of 2020. In general, we see the size of the mandate through our landing becoming greater and with the type of outsourced service required, no longer limited to delegation of third-party fund administration, annually. On Slide 20, we can see that the Private Client Services division has had an excellent year, with revenue up to GBP 44.5 million, an increase of 31.2% and profitability up 40.3% to GBP 16.1 million at an excellent margin of 36.1%, 2.3 percentage point rise over the year. They too have achieved a record year for new business wins at GBP 6 million, an increase of 62% by value. In particular, the division's number of clients, which annualized fees are greater than GBP 100,000, have increased from 36 at the beginning of 2019 to over 60 today, with an average annualized fee across these clients of GBP 215,000. This is indicative of the emphasis we have placed on family and private office services over the past 2 years, culminating in the prestigious and important STEP Large Trust Company of the Year award in 2019 and the technology and innovation awards received in a year for our proprietary Edge consolidation platform. The Minerva business integrated seamlessly in 2019, and we have the capacity, expertise and capability to make a success of the recently announced Sanne acquisition, where we anticipate the delivery of similar margins to the rest of the division. So we now feel in every respect, that we are clearly acknowledged as one of the market leaders in the global trust company industry. I could turn to Slide 21 now, which moves us on to Group acquisition strategy. The JTC has now completed 18 deals, since our first in 2010. The amount of potential acquisitions we have present with on an annual basis is still running at over 50, with 20 to 25 active at any one time, as the industry continues to consolidate. We take a very disciplined approach to the process, have a preference for taking our time and getting to know the market for each, the incumbent management and their motivation for sale. The key is knowing when to say no. To achieve this, we apply a core acquisition criteria for the Group, which takes account to the number of factors, including what are our current strengths and weaknesses of the business. And where are we focusing our efforts in the near term. Our jurisdictional strength index provides us a rating of the relative strengths and weaknesses that JTC has in any given jurisdiction, measured in terms of scale, financial performance, maturity, management capability and stability, combined with a view of the overall market attractiveness or desirability for the jurisdiction concerned. This analysis, together with our core acquisition criteria, which includes does it add scale, bringing new territory, strengthening our offering or provide cross selling or cost synergy opportunities, all help to educate our current and medium-term focus, whilst remaining nimble and opportunistic at all times. Since early 2019 and over the past 12 to 18 months, this has been primarily to look for alternative assets administration businesses for our ICS division, ideally located in the United States and/or Luxembourg. We acquired Exequtive Partners in Luxembourg in the first quarter of 2019, and have followed this up with the important and recently announced acquisition of NES Financial in the United States. We've been aware of NES Financial and been in regular contact with them, since early 2019. And we have had conversations, initially, about establishing a strategic working relationship. As a result, we have the opportunity to understand the team, the culture and the business' capabilities. And it became clear towards the end of the year, that we should consider focusing on an acquisition of NESF, although it was a complicated process. The acquisition itself has a number of benefits for the Group, it creates our platform, fund services, institutional practice for United States. It opens up a new market, strengthens our offering, and it brings market-leading fund technology capabilities from an experienced management team, based on the East and West Coast of the United States. In addition, we can see extensive cross-selling opportunities, given our shared real estate focus and technology capabilities, which we can leverage across the Group. Sanne acquisition is more opportunistic, it is an accretive deal, relatively easy to execute, bringing more strength to the Jersey practice with some excellent clients and providing some cost synergies. So if we can turn our attention now to Slide 22 and our business resilience. The outlook for 2020 is, of course, now colored for all of us by the COVID-19 pandemic, the duration and the short, medium and long-term effect that it will have on the world economy remains difficult to predict. More pertinent for today is for me to demonstrate what we believe are knock-on effect maybe on JTC and its business community. I mentioned earlier, the feature of the business that make us resilient and robust and how this positions us to do with the macro market challenges, as they arise. Our well-invested global platform was put to the test from the outset of the pandemic, with emphasis on the safety and security of our team and stakeholders, including advisers, clients and shareholders. Today, we have all 900-plus staff with a facility for remote working to support self-isolation and social distancing, whilst ensuring that data protection and client confidentiality is maintained at full-service levels. Engagement of the teams was absolute and a great validation of them as individuals and the behaviors underpinned by our ownership form model. We have an experienced and stable senior management team at JTC. I'm in my 29th year, in the business, and I've been in post during some seismic changes, including 9/11 in 2001, and the financial crisis of 2007, 2008. On an analysis of our audited results from the 3 years following these events, we've seen revenue and profits grow by 30% and 35%, respectively, in 2001 to 2003. And 58% and just short of 100% in 2007 to 2009. We do accept that this is a different type of world crisis, and we were a smaller business at those times, but our observations were consistent. The clients will typically require even greater retention in times of significant change, requesting more assistance to organize or reorganize their businesses or personal assets. We're already receiving feedback from the teams that this trend is once again a feature this time around. So we should expect more work from existing clients and extension to existing mandates, with assets being held for longer to be realized in better times and a possible slowdown in new mandates in the short to medium term. Experience of understanding will likely fall out also allows us to take a proactive approach to seeing issues before they arise and provide the ability to assist our clients defensively or opportunistically on what will follow. Looking to add value to these relationships at all times. From a financial perspective, we remain a cash-generative business with a strong balance sheet, operating well within our tech covenants and with facility headroom. As you've heard, we look to stay at around the 2x net debt ratio, and it will be our intention to remain in this range. Our revenue is recurring by nature, and typically, we retained 98% year-on-year. This has topped up annually at a rate of 8% to 10% by net organic growth with an average life span of 10 years and will further -- and with further growth added by acquisitions. This ensures that the book is constantly and naturally increasing in size by refreshing the vintage, introducing the relationships and gating a relatively low attrition rates. JTC's income, 85% is derived from fixed and activity fees based on a time spent basis. An analysis of the 15% of income linked to the value of underlying assets or AUM suggest that we will see a neutral effect due to the fixed elements of minimum fees and the opportunity to rent the out of scope fees in special circumstances. Our cash conversion is typically 85% to 90%, and we are well diversified with 2 growing successful fee-earning divisions, both of which are acknowledged as experts in their chosen disciplines, where we operate in 20 countries and access to several markets. Our top 10 clients group-wide account for 12.25% of revenue, with no one client at more than 3%, demonstrating the resilience in the book to any negative effects suffered by any single client losses. Ultimately, we believe the defensive features of the business means we are resilient, experienced, diversified, prepared and in control of what we can influence, but not in the slightest complacent as to the full effect of the pandemic. So finally, on to our key takeaways on Slide 23. So to wrap up 2019, we experienced excellent revenue and profit growth with record new business wins in both divisions and the Private Client Services division having a particularly successful year. We performed within guidance in terms of margin improvement and net organic growth. In addition, we have improved the business in terms of talent, premises and technology with a relatively quiet time for M&A with one acquisition and 2 small bolt on. And our unique approach to shared ownership received recognition from Harvard Business School as part of their MBA program. Looking forward to 2020, we will have to acknowledge that we are living in unprecedented times and remain in the eye of the storm of the pandemic. As a consequence, forecasting the effect of this globally, locally offer JTC, and its business community remains difficult. That said, the reasons we've presented, we do believe we have a very robust and defensive business, which should, in relative terms, be protected from the worst. As a result, we have not adjusted our target expectations. We'll continue to drive improvements into our jurisdictions, capitalize on recent M&A activity, whilst remaining aware of other potential targets that may arise. So thank you for listening and for your ongoing support.