Navigator Global Investments Limited (NGI) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to Navigator Global Investments Limited Annual General Meeting. I would now like to hand the conference over to your first speaker today, Chairman, Michael Shepherd. Thank you. Please go ahead.

Thank you very much. And just before I start, can you give us an idea of who -- how many people are in the room because we on video, can't see.

Of course. So we have 3 shareholders or visitors in the room. We also have [indiscernible].

Thanks very much for that. Well, good morning, ladies and gentlemen. I'll begin today by acknowledging the traditional custodians of the land on which we meet today and pay my respect to their elders, past and present. I extend that respect to Aboriginal and Torres Strait Islanders people here today. As you've just heard, my name is Michael Shepherd, and I'm Chair of Navigator Global Investments and the Chair of today's meeting. I'm very pleased to welcome you to Navigator Global Investments Limited 2002 Annual General Meeting. The safety, health and well-being of all our staff and all our stakeholders is paramount, particularly considering the new wave of COVID infections impacting the community. And therefore, this year's AGM is being conducted as a hybrid AGM. Regretfully, I'm not able to join you [indiscernible]. Unfortunately, I've contracted COVID. So I am pleased, however, to be able to Chair this meeting by video. Shareholders can participate online via webcast, which allows shareholders to watch and listen to the meeting and to ask questions online. For those online who have a question that you would like to put to the meeting today, we suggest that you enter your questions now, and we'll use our best endeavors to address them at the appropriate time during the meeting. Finally, due to time constraints, we may not be able to get to every question. If this happens, we'll be in touch as soon as possible in person to answer your questions after the meeting. A recording of this meeting will be available via our website shortly after the meeting has concluded. This year, shareholders will also be able to join via teleconference and ask questions by voice, i.e., speak. To utilize this teleconference facility, holders must have contacted Link Market Services at least 48 hours prior to the meeting to be provided with the unique pin. When you dial into the conference -- teleconference facility, you'll be asked to mute your computer or devices and listen to the meeting by phone. [Operator Instructions] If we experience any technical issues today, a short access -- sorry, a short recess or adjournment may be required depending on the number of shareholders been affected. If this occurs, I will advise you accordingly. It's now after 10:00 a.m., and I welcome you to the 2002 Annual General Meeting of the company. As we have a quorum, I declare the meeting open. I'd like to introduce you to the other directors and executives here with us today. Those in person in the meeting room are Mr. [indiscernible], an Independent Nonexecutive Director who joined the Board in September 2021, and who is Chair of the Audit and Risk Committee; Ms. Cathy Hales, an Independent Nonexecutive Director, who joined the Board in March 2022, and is also a member of the Remuneration and Nominations Committee and recently joined the Audit and Risk Committee; and also Ms. Amber Stoney, our Chief Financial Officer and Company Secretary. Also participating by Video Link are Mr. Sean McGould, our Executive -- Chief Executive Officer and an Executive Director; Mr. Nicola Meaden Grenham, an independent Nonexecutive Director and member of the Remuneration and Nominations Committee; and Mr. Ross Zachary, Managing Director of Strategic Corporate Development. Unable to attend today is Non-Executive Director, Mr. Andy Bloom, who is retiring at the end of this meeting after 10 years of service as a director. I will have more to say about Andy later on. Also attending in person today is Ms. Rebecca Burrows, a partner from our auditor, Ernst & Young. After 5 years as audit partner, this is Mrs. -- sorry, Ms Burrows' final year of attending the AGM as audit partner for the NGI Group. We extend our sincere thanks to Ms. Burrows for leading an excellent audit team over her time as lead audit partner. Now for some meeting formalities. The notice of the meeting was duly given and the meeting has been properly convened. We will turn to resolutions later in the meeting. Please note that only shareholders, proxy holders or shareholder company representatives may vote. The agenda for the meeting will be as follows: my Chairman's address followed by an address from our CEO, Sean McGould, then the formal business of the meeting, which includes the resolutions of the meeting; and finally, an opportunity for participants to ask any questions that they may have. And [indiscernible] has frozen. Sorry, bear with me. Voting on resolutions will be conducted by way of poll. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated. Please refer to the virtual meeting online portal guide or use the help line specified. Following the voting, general business questions will be taken. Those watching online today will be able to ask questions in written format by the online portal or by voice using the teleconference facility during the meeting. I'll provide sufficient notice for shareholders to ask questions in these formats. Shareholders and proxy holders attending the meeting online and wish to ask a question through the virtual meeting website, please click the Ask Question button, type your question and then click submit. If you have any issues being able to ask a question, please refer to the virtual AGM guide or call the helpline number that is on your screen. I encourage shareholders who are attending the AGM online and have questions to submit those as soon as possible. In the event we received multiple questions on a similar topic, questions will be conveyed to us to be able to answer as many questions as possible. I will endeavor to answer all relevant questions from shareholders during today's meeting. However, I reserve the right as Chair to rule questions as not pertaining to the AGM is out of order and to take questions on notice. I propose that the order of taking questions will be as follows: firstly, from any shareholders in attendance at -- in the main meeting room; secondly, from shareholders using the teleconference facility by voice; and finally, from any shareholders who have asked a question online via written text. There have been no shareholder questions received prior to the meeting. That brings us to my address. I want to begin by taking -- talking about where Navigator stands today. Navigator now has partnerships with 11 specialized alternative asset management firms across hedge funds, private and public credit strategies and real estate credit solutions. These managements represent a combined USD 65.2 billion in assets under management as at the 30th of September 2022 and pursue more than 30 investment strategies across more than 150 product offerings. I will say that rather than repeat U.S. dollars every time, all the amounts of money I mention today are in U.S. dollars. Taking to account our relevant level of ownership in each member. Navigator had $23.8 billion of assets under management as of the 30th September 2022, and our investments in operations generated $46.5 million of adjusted EBITDA for the 2022 financial year. Up until 2021, Navigator was represented by a single wholly owned operating subsidiary, Lighthouse Investment Partners. Lighthouse is a global diversified alternative asset management firm with more than 2 decades of experience in delivering competitive risk-adjusted returns and innovative solutions to investors. It has long been a strategic goal of the Navigator Group to implement a growth strategy which incorporated diversification into new alternative asset segments. And we consider the best way to do this was to take minority stakes in high-quality, well-established asset managers who operate across a range of strategies, products and asset classes. In February 2021, Navigator completed the transformational acquisition of stakes in 6 alternative investment management firms. Continuing its strategy for diversification, Navigator completed the additional 4 investments between September 2021 and August 2022. Representing clear achievements in the Navigator Group over the 2022 financial year. The first transaction was a relatively small investment in our start-up manager Grow Investment Group. Grow is a China-based multi-strategy asset management business, founded by a highly experienced Chief Investment Officer, William Ma. Grow's goal is to capitalize on opportunities in the Chinese asset management industry and the continued evolution of China's markets. Despite having a small ownership stake, Navigator has a seat at the Grow Board and will be a strategic partner in this early stage of its development. We see some excellent potential growth where both Lighthouse and Grow leverage this strategic relationship for mutual benefit. At the same time, Navigator completed a $10 million investment in Longreach Alternatives, an Australian-based investment management firm that provides support and infrastructure [indiscernible] of leading alternative investment managers. Longreach identifies, builds and invests into growing world-class alternative investment management teams in strategies such as private credit, energy, market-neutral equity and sustainable seafood. Similar to Grow, we expect Longreach to work with Lighthouse across several strategic initiatives over time. In May 2022, Lighthouse announced an $85 million investment into Marble Capital, adding a 16.8% minority stake in the U.S.-based private equity [indiscernible] NGI strategic investment portfolios. Established in 2016, Marble Capital currently manages a series of closed-end private equity funds. It is managed by a group of accomplished real estate professionals with 150 years of combined experience in real estate finance, capital markets, development and operations. Marvel Capital provides flexible capital solutions for real estate developers to specialize in multifamily developments. Its strategy focused on making defensive investments generating equity-like returns while taking on debt like risk historically low volatility asset classes. Subsequent to year-end, Navigator also announced the acquisition of an 18.2% stake in U.S.-based Invictus Capital Partners for a total consideration of $100 million payable over 3 years. Invictus is a real estate credit-focused alternative asset management, a manager of private funds and are separately managed investment accounts -- managed accounts. [indiscernible] attractive risk-adjusted returns by sourcing undervalued high-quality mortgage loans and financing efficiently through term credit facilities and the securitization market. Funding of the transaction was supported by a successful institutional placement and share purchase plan undertaken in April and May, respectively. This resulted in an additional 33 million shares been issued under the combined capital raising for aggregate proceeds of AUD 51 million. We're also very pleased to welcome some new quality institutional investors onto our register through this process. It was also an excellent opportunity for us to present the Navigator business to arrive a wide range of shareholders to raise awareness of the company and its strategic direction. This exceptional 2 years of activity supported a record adjusted EBITDA of USD 46.5 million. This was 68% growth on the prior year result and in particular, reflects a strong contribution from the 6 management -- manager stakes acquired in February of 2021. We are pleased that the past few years, aside from producing such a strong adjusted EBITDA result for the 2022 financial year have also resulted in a number of key benefits for Navigator, which will support the group's continued success, namely a well diversified and scaled portfolio of cash flow generating assets and a deepening of investment and operating expertise across a broad range of alternative investment sectors. Focusing now on the company's dividend policy. The directors determine an unfranked dividend of USD 0.03 per share was paid on the 9th of -- which was paid on the 9th of December -- 9th of September 2022. Added to the interim dividend of USD 0.055, this brings the total for the year to $0.085 per share. The 2022 financial year combined interim and final dividends and equates to a payout ratio of 52% of adjusted EBITDA. With the significant investments made by the company this calendar year, the Board has revised Navigator's dividend policy so that more operating cash flows are allocated towards the payment of deferred consideration associated with these investments over time. As a result, effective from the 2023 financial year, Navigator will have a dividend policy of paying a single targeted annual dividend in September of each year of between USD 0.03 and USD 0.04. We are continuing to undertake positive steps towards renewal of the company's board since the last Annual General Meeting. This meeting marks the resignation of long-term Board member, Mr. Andy Bloom. Andy has been a Director of Navigator since October 2012. And during his tenure has contributed enormously to the company's evolution and growth. You've seen the organization through many changes in the past 10 years, and we particularly thank Andy for his service as a member of the Audit and Risk Committee. Andy continues to represent a key shareholder of the company, and we look forward to continued long association with him, despite him retiring from his board position. And we'd like to thank Andy very much for his contribution again. We also welcomed our new independent Non-Executive Director of the Board in March of this year, Cathy Hales. Cathy comes to us with extensive experience having spent over 25 years in leading development and investment management business. She was previously global head of Fidante Partners. This is a multi-boutique asset management arm of Challenger Group, and also followed senior roles in Deutsche Asset Management, Colonial First State and BT Funds Management. Cathy joins the Board an exciting time. And we look forward to the leadership and insight she can bring to Navigator with her knowledge and experience. I also note that under the terms of the Dyal's transaction, Dyal has the right to nominate a director to the Navigator Board. Dyal has not yet exercise its right but it remains at the discretion to do so. Aside from the usual business to consider the 2022 annual report and the reelection of directors, the business of this year's meeting includes some important resolutions relating to remuneration. The group's remuneration structure includes a combination of fixed remuneration and variable or at-risk remuneration. The branding of performance rights to eligible staff, including the CEO, introduces a long-term incentive component to this structure. The Board is satisfied that the proposed grant of performance rights will enhance the existing remuneration structure in a way which is aligned with the interest of shareholders and prospective shareholders and is consistent with market practice. The performance metrics for grants will be based on achieving targets of total shareholder return and Navigator Group EBITDA per share weighted equally as the Board believes that these metrics most closely are aligned delivering to the value of shareholders. Details of the proposed grant to the CEO are set out in the Notice of Meeting. That concludes my remarks on what has been a strong year of growth and change for Navigator. I'll now hand over to our CEO, Sean McGould, for his address. Thank you. Sean, you are on mute.

I am sorry. I should know better by now on Zoom. So Thanks, Mike, and very pleased to be able to talk to you today about how Navigator has evolved over the past 2 years into a diversified alternative asset management company. We're dedicated to partnering with leading management teams who operate institutional quality businesses globally. Navigator operates a business which is broader and more diversified than ever before. Our performance is driven by high-quality earnings, diversified across product, client type, geography and positioned with the financial resources and capabilities to drive strong long-term growth. Our focus is on sectors of the asset management industry, experiencing strong growth and high barriers to entry. Navigator's comprised of partnerships with well-established scaled alternative asset managers, who operate businesses, which are diversified across investment style product type and client base, each represents a highly specialized business in their respective strategies. These partnerships are structured with a focus on ensuring there is alignment of interest between Navigator and the principles' founders of the business. The investments that we made this past year in Marble and Invictus fit this criteria. They are proven investors and operators who have strong track records, have demonstrated AUM growth and will generate attractive cash flows over time. Importantly, a significant portion of the capital we've invested will be used by both businesses to support their planned growth initiatives. As Mike mentioned, we are very pleased to deliver adjusted EBITDA of USD 46.5 million for the 2022 financial year with statutory EBITDA of USD 51.2 million. The 68% growth in adjusted EBITDA compared to the prior financial year was driven by the following: strong risk-adjusted performance across the Lighthouse portfolios, delivering AUM growth and performance fee revenue of $10.6 million. Second, exceptional performance across the NGI's strategic portfolio managers, which generated an aggregate of $70.8 million of distributions for the 2022 financial year. This compares to a historical average of approximately $35 million for the 5 years prior to our acquisition of this portfolio of 6 managers. Navigator share of the $70.8 million was $28.7 million, which was $10.2 million above the minimum preferred earnings, which applied for the 2022 financial year. Some of the highlights of the year. We are very pleased with the strong position from which we have commenced the 2023 financial year. We have the foundations for continued growth in our earnings, underpinned by 3 key factors: we have had strong investment performance and a positive growth outlook across all our partners with the strategies delivering strong investment returns over 2022 on both a relative and absolute basis. Despite what have been very challenging global market conditions, AUM grew to $22.9 billion as of 30 June 2022. We see increasing demand for well-established and proven alternative investment managers. We have a stable and diversified earnings base across 10 global businesses, which are operating at scale. This earnings base has embedded growth from the earnings we expect to generate off our most recent acquisitions as well as a defined plan to acquire the remaining earnings share from the NGI's strategic portfolio in 2025. Underpinning this is the strong alignment engagement with our long-term strategic shareholder, Dyal Capital. As the global leader in partnering with alternative asset managers, all of our partners are able to leverage this invaluable source of market knowledge to support their individual operating and growth objectives. That ends my remarks for today, and I'll turn it back over to Mike to conduct the formal business of the meeting.

Thanks very much, Sean. That brings us to, as Sean said, the formal business of the meeting. Management acquiring resolution, which are outlined in the Notice of Meeting. The notice of meeting was dispatched to all shareholders, and I propose that the notice of meeting be taken as read. The resolutions to consideration today may only be voted on by shareholders, proxy holders and shareholder company representatives. Shareholders online through the virtual meeting platform have the opportunity to ask questions on each matter being put to shareholders. Now moving to those resolutions, I propose to call -- a poll on each of them. After outlining each resolution, I will invite any questions and then pause to allow voting by electronic voting cards. Votes may, of course -- the votes may, of course, be submitted at any time during the meeting. The first item of ordinary business is the tabling of the financial report, the director support and the auditor support for the financial year ended 30th of June 2022. The reports are laid before the meeting as required by the Corporations Act 2001, but are not a subject of the resolution. The earlier addresses include a discussion of the company's performance for the 2022 year. I now invite you to submit any questions that you may have in relation to the reports. I'd ask that questions on any other items of business be deferred until we come to that particular item or general notice at the end of the meeting -- of general areas of the business that we can answer those at the end of the meeting. Questions may also be asked from our auditor, Rebecca Burrows, in relation to the conduct of the audit, the content -- the content of the audit report, the accounting policies adopted by the company and the independence of the audit carrying out results. Now Amber, are you handling the questions and putting [indiscernible]?

No. No one has a question in person.

Okay. Teleconference. Any questions on teleconference participants?

There are no questions from shareholders participating by teleconference.

Okay. Are there any further questions or questions from telephone participants?

No, there weren't any.

Are there any questions from online?

No, no questions online.

Okay. There being no questions, we'll now move to the second item of business, remuneration report. You will see on next of these items, there will be a slide showing the results of the proxies. I do not intend to read them out, but you can see them there on the screen, I believe. Under the Corporations Act 2001, listed companies are required to include as part of their directors' report a remuneration report, which includes specified information. The directors have prepared a remuneration report to 30th of June 2022, and it is included in the annual report on Pages 32 to 44, that has been made available to shareholders. That also requires companies to put to shareholders a nonbinding vote to enable shareholders to voice their opinion on matters included in the report. The Board will consider the outcome of the vote and the comments made by shareholders on the remuneration report at the meeting when reviewing the company's remuneration policies. I'll now put resolution 2 to the meeting being that the remuneration report for the financial year ended 30th of June 2022, be adopted by passing an ordinary resolution as set out in the Notice of the Meeting. Are there any questions from the floor there?

No questions from the floor.

Okay. Any from the teleconference?

There are no questions from shareholders participating by teleconference.

Are there any questions from telephone participants [indiscernible]?

I checked if there was any further ones, but no, there aren't and there are no online questions either, Mike.

Okay. There are no questions. [indiscernible] and then we'll move on to the next item of business. Okay. The next item on the agenda is the election and reelection of directors. As stated in the notice, 2 directors must retire at the AGM. And whilst both Andy Bloom and Nicola Grenham retire, only Nicola Grenham is offering herself for reelection. In addition, our new director was appointed under Rule 8.1C of the company's constitution. And in accordance with that rule, their appointment must be approved by shareholders at this meeting. The background experience of each director is set out in explanatory notes to the notice of meeting, so I'll not repeat those here. Separate resolutions are put for each director. Resolution 3A, you can see the results of the proxies. I now take questions. That result -- the Resolution 3A formally concerns the election of Cathy Hales as the Director of the company. This confirms Cathy's appointment as a Director by the Board on March 2022. I want to go through. Have we any questions from the floor, telephone or online?

No, none on the floor and none online.

Okay. Thank you. There being no questions, I'll pause briefly to allow you to finish voting, and then we'll move to the next item of business. Okay. I'll now move to Resolution 3B, reelection of Nicola Grenham. Are there any questions from any of the venues?

No, none on the floor and none online, Mike.

Okay. Thank you. There have been no questions, I'll pause briefly to allow you to finish voting and then we'll move on to the next item of business. Okay. Resolution 4 requests shareholders' approval -- approve a grant of up to 305,810 performance rights to Mr. Sean McGould on the terms and conditions as outlined in the explanatory notes to the notice of voting as required by ASX Listing Rule 10.14. Amber, have we any questions?

No questions.

Okay. With no questions, I'll pause briefly to allow voting to finish. Okay. That brings us to resolution 5. Resolution 5 requests that shareholders approve potential termination benefits as set out in the explanatory notes to the notice of meeting to eligible employees. This is a supplementary 2-year approval, i.e., to the inclusion of -- to the conclusion of the 2024 AGM, for certain potential termination benefits that may not already have been approved at the 2021 AGM. The approval is sought in accordance with sections 200B and 200E of the Corporations Act to allow the giving of benefits to each current and future eligible senior executives as described in the explanatory notes to this Notice of Meeting in connection with the retirement of that person from any office in the company or related body corporate referred to in Section 200B of the Corporations Act. Amber, we have any questions?

No, there are no questions.

Okay. Thank you very much. I'll now pause briefly to allow voting. [Voting]

Okay. Well, that brings us to finish the formal business. I'd now like to open the meeting for further questions from any of our meeting participants today.

No one's in the room...

Nothing online or on phone?

Nothing online. No questions on the phone.

That brings us to the end of business for the meeting. As I previously mentioned, shareholders are advised that they can submit their votes online until 5 minutes after the meeting closes. Ladies and gentlemen, on behalf of the board, I'd like to thank you for your support, and I now declare the meeting closed. The results of the poll will be advised on the ASX site later today, and they'll be on our site very soon [indiscernible].

ASX and also on our website.

Okay, on our website, yes. And also a record of video at this meeting is also available on our site. So I'd like to thank you all for your attendance, and we look forward to your support and interest in the coming year. Thanks very much.