Prime Financial Group Limited (FRST) Earnings Call Transcript & Summary

Good morning, attendees. On behalf of my fellow directors, Mr. Tim Bennett, Mr. Matt Murphy; and Independent Director, Mr. Andrea Slingsby, it gives me great pleasure to welcome you to this hybrid 2025 Annual General Meeting of Prime Financial Group Limited. My name is Simon Madder, and I have the honor of being your Chairman. I'd also like to take the opportunity to welcome the members of our team who have joined us virtually and in person this morning as well as representatives from our auditors, EY and from our legal advisers, HFW as well. I'd also like to welcome representatives of Computershare, who will be counting votes on resolutions to be considered this morning. Under the company's constitution, a quorum for a meeting of members is 2. I have been advised that a quorum is present, and therefore, declare the meeting open. The agenda for the meeting is as follows: I will start with my address, followed by a presentation on the business and the results for the 2025 financial year. I will also provide an update for the current financial year. We will then allow time for questions. In order to ask a question for those of you who are present here in Prime's offices, please raise your hand or for those attending remotely, please use the raise hand function on Teams, or type your question into the Q&A at the bottom of the screen and we will address it. The formal business of the meeting will then be conducted, which will include the adoption of the 2025 annual financial statements. As this is a hybrid meeting with online voting, we will open the poll now to allow everyone time to access the Computershare meeting platform website. The resolutions will be highlighted after the results presentation and general questions. We will now open the polls for the resolutions numbered: one, remuneration report; two, reelection of Director, Mr. Tim Bennett; approval of issue of performance rights to Simon Madder being myself, Managing Director and Chief Executive Officer; approval of issue of performance rights to Mr. Tim Bennett, that's #4, Executive Director and Managing Director, Business Segment; five, approval of issue of performance rights to Mr. Matt Murphy, Executive Director; ratification #6 of prior issue of fully paid ordinary shares for acquisition of accounting clients from ELS Australia Proprietary Limited; number seven, approval of cap on aggregate nonexecutive remuneration. The poll will be open from now until the close of the meeting. I will, therefore, now go through the procedures for completing your voting online. Step one, visit the website now on screen from your desktop or mobile device. Step 2, register as a shareholder, select shareholder and enter your SRN or HIN and select your country. If Australia, also enter your post code. Step 3, to vote, select your voting direction, a tick will appear to confirm receipt of your vote. For shareholders, proxies and appointed corporate representatives here in person, you will have received a voting card on arrival from Computershare. If you haven't received a voting card and believe you are entitled to vote, please see Computershare at the registration desk. Resolutions will be put to the meeting shortly for shareholders to cast their vote. Proxies have been received and summarized by our registry managers, Computershare. I do not propose to read out the proxies and propose a summary be taken as read. A notice of meeting dated 29 October 2025 was sent to members. The notice includes an explanatory statement covering the proposed resolutions. I'll now turn my attention to the Chairman's address. My main message for this year's annual address is the 2025 financial year was another period of strong growth, delivering on our financial guidance and continuing to build scale in the business, both organically and via acquisition. Over the past year, Prime has made significant strides in positioning itself as a leader in financial mid-markets. Our success is driven by a distinctive blend of entrepreneurial mindset, ownership-driven culture and interconnected advisory, capital and asset management services. This unique combination has enabled us to deliver more than conventional financial services, responding to the increasing demands of clients who seek sophisticated total solutions. In FY '25, Prime achieved approximately $50 million in revenue with a run rate revenue exceeding $55 million from continuing operations. This marks a significant milestone, more than doubling our run rate revenue and surpassing the 3-year goal set in FY '22. We maintained a steady headcount in our centralized and shared services team, ensuring robust support for business growth. Our largest M&A transaction in the past 3 years, valued at approximately $10 million in revenue, Lincoln Indicators, underscores our strategic focus on expansion. In total, we have acquired $17 million in revenue over the last 3 years by 4 transactions, dedicating additional resources to M&A and integration activities to support this growth trajectory. To further bolster our financial capabilities, we also secured an upgraded funding facility of $41 million with Westpac. Our asset management capabilities saw a substantial increase in funds under management by approximately $600 million via Lincoln, which also contributed to an expanded high net worth client base by a factor of 10x, adding 3,300 new clients. This growth was supported by the acquisition of an investment platform capability in Lincoln, which also enhanced our scalability and service capacity. Prime's wealth offering expanded to include investment research, paid subscriptions and additional equity managed funds and solutions. This diversification strengthens our ability to meet the evolving needs of our clients. We also continue to deepen our professional services support for business owners across financing, funding, growth, succession and accounting needs. Our leadership in advising innovative businesses was further solidified, and we built a unique advisory and asset management capability in the emerging business of sport and entertainment. A comprehensive technology review was undertaken, leading to initiatives focused on data consolidation, CRM enhancements and efficiency improvements, including piloting AI tools. We expanded our team ownership model to include overseas team members, fostering a more inclusive and engaged workforce, and our staff engagement scores reflect a positive and stable work environment. Structured mentoring and leadership programs were rolled out alongside improved parental leave support, reinforcing our commitment to employee development and well-being. Additionally, for the second consecutive year, we have been recognized in the GoodCompany Awards 2025, this time in the top 30. Client engagement remained a high priority with over 60 client-focused events hosted or participated in throughout the year. These events played a crucial role in strengthening relationships and enhancing our brand presence. We continue to build the Prime brand and marketing capability across both digital and physical platforms. This past year has been about positioning Prime as a leading provider of services, insights and investments, including in private markets across advice, capital and asset management for business owners and high net worth investors. Our strategic positioning enables us to deliver more comprehensive and connected solutions for clients and intermediaries, making Prime an even more compelling partner for professional services advisers and businesses seeking to join our ambitious and focused group. More recently, Prime has added new partners to its business and wealth segments with combined additional client revenue of $1.7 million per annum. We've also signed a nonbinding indicative offer for a company in the wealth segment that provides investment research and asset management services and generates over $4 million per annum in revenue. We're also very pleased to welcome to our team Sharon Papworth as Chief Financial Officer. Sharon brings significant experience across private equity-backed and ASX-listed organizations in areas of leadership, strategic planning, financial control and governance. As we look ahead, we remain committed to our client-centric ethos, integrating advanced technology and digital tools while preserving the personal touch and trusted relationships that set us apart. The current market environment characterized by rapid change, technological innovation and regulatory developments presents both opportunities and challenges. Finally, Prime remains focused on its growth agenda and delivering shareholder value and expects to continue to grow revenue in FY '26 by 15% to 20%, increasing also underlying EBITDA by 20% to 25% and operating cash flow by 125% to 150%. This is all whilst remaining on track to generate $100 million in revenue and a 30% underlying EBITDA margin between FY '28 and '30. Our growth agenda cannot be achieved without the collective effort and contribution of our Board, management and the entire team. I would like to thank everyone for their hard work and commitment in another successful year. Our vision is not possible without the support of this group, our shareholders, partners and broader network. We appreciate this continued support. Now I'm going to turn my attention to a little bit more detail on the FY '25 results and also some of the commentary -- additional commentary around the outlook for FY '26. So some of these items I'm not going to spend an egregious amount of time on because I've covered some of it off from a Chairman perspective. But we are very much focused on that core client of emerging businesses, often founder-led and high net worth investors. We are working very hard to connect those experiences, and we are very much looking for the 1 and 1 equaling 3 methodology, where we can continue to grow our business and deliver on the expectation of our clients. $1.9 billion in FUM is a significant increase for us, as I said before, up $600 million. And we have an amazing team, 225 team members, 14 of which have also just been added to our ownership program by virtue of the last 12 months. We are a global business. We do have global ambitions, and we have a global footprint. This is our 27th year in business, and we're very proud of the legacy that we're building together. So how do we go about doing this? And I've mentioned this a number of times, but our growth model is around about 75% driven by acquisition and 25% by organic growth. And we are focused on continuing to build our pipeline of partners that fit our culture, can add to our culture and help deliver more services for our customer base. We are lifting the size of customer that we deal with. They're increasingly getting larger and increasingly doing more with us. And this slide represents how we try to get our ecosystem to work better together across both business and wealth. Next slide, please. Some of the key details I didn't touch on before that are worthwhile mentioning. Revenue up 21%, about 1/3 of that was organic and the remainder was from acquisition. We've increased revenue per FTE by 6%. Our labor cost as a percentage of turnover has remained pretty equivalent with the previous year. The underlying EBITDA margin is 24%. And as mentioned before, our goal is to get that to 30% by FY '28 to '30. Underlying EBITDA was up an impressive 17%, only dwarfed by the reported EBITDA increase up 39%. EPS up an impressive 37% as well to $0.087 per share and NPAT up 42%, an impressive set of results, all whilst maintaining a modest debt profile. We believe it's important to continue to reward our shareholders with dividends, and we were pleased to increase the overall dividend this year by 4%. I've mentioned the FUM, but that key client, that 3,300 additional clients that we have this year, high net worth clients is a really important part of where we see the future, being able to deliver more services, investments and insights to that client base, and that has come by virtue of the Lincoln acquisition. These are the themes that are driving our business and will continue to drive our business. Intergenerational wealth and business transfer is a big topic. It is happening in real time. We are advising our clients and seeking to continue to find ways to do that at scale. Private markets, alternative assets and property, key themes that have good tailwinds, M&A and business succession. So M&A, not just in our own business, but in fact, supporting other businesses that might want to grow by acquisition as well. This fourth one probably goes without saying, but technology, AI platforms and digital engagement are essential components to how we scale as more of a platform-orientated business, but never losing that personal touch that we offer our clients. We believe the mid-market opportunity is not really occupied by anyone at the moment, and we can carve that out as our niche for emerging businesses and high net worth investors, where there is often a common connection between the 2. I'm not going to press too many points on this particular slide, but I will just highlight that the revenue in the wealth segment, up 38% was impressive, and the business segment continued to grow as well. This is the history of our revenue growth over the last 5 years. And impressively, you see that, that has been anywhere between 18% and 28% over that 5-year period of time. Importantly, approximately 70% of our revenue is recurring in nature. That makes our business more predictable. This year, we're expecting our recurring revenue to be closer to 80%. That is the profile that we are seeking to continue to increase. At the bottom there, you can see all 4 of our divisions that make up the 2 segments. And there's really not an area there over the past 12 months that hasn't grown. And we did set ourselves that goal back in FY '22 to double our revenue by FY '25, and I was very pleased to see the team deliver that. We will remain focused on growth. That $100 million revenue is important to us, but we are very focused on earnings improvement. It's not just about the revenue. Next slide, please. Acquisitions, as I mentioned, have continued to increase in scale and cadence. We've acquired $17 million in revenue over the last 3 years, including $10 million in the past 12 months. Dividends, as I said before, are important. The final dividend, again was up, and we paid $0.066 per share over the course of the 12 months. So the important stuff now, the focus and the outlook for FY '26. We continue to be very optimistic about the opportunities ahead of us. We are in the right space at the right time. Organic growth will continue within our business across those 4 key areas that I just spoke to. We will continue to accelerate the development of our One Connected strategy of One Connected as our team connects better together for the benefit of our clients and to also grow our revenue. We'll continue to look for EPS accretive acquisitions. We'll continue to integrate Lincoln deeply into our business. That is very well progressed now. We're excited by the prospect of the NBIO we have signed in the wealth segment for a business very similar to Lincoln Indicators, so we understand the space. It's around research and asset management. The pipeline continues to grow. We have got dedicated resources to M&A and integration, and we are very selective about who we choose to transact with. If you get the people piece right, most of what else we need to do works out. Scale and technology efficiencies. This is a constant topic of discussion within our firm as it is in the financial press, and I believe, obviously, in all professional services firms. But we are investing in IT and infrastructure. We're consolidating our capability. Our CRM enhancements are essential. That is a key project for delivery this financial year. And we are focusing on efficiency improvements, including piloting AI tools. We have working groups within our firm targeted on particular projects. We are trying to have that as a core consideration for both leadership and within the business. In terms of our outlook, I've touched on this already in a little bit of detail, but I do want to reinforce this. we are very optimistic about what lies ahead of us. Our revenue will be up at least 15% to 20% over this coming 12-month period of time, underlying EBITDA up at least 20% to 25% and a significant improvement in operating cash flow, up 125% to 150%. Dividends will continue to increase, up circa 3% to 5%, but we are retaining more capital for our growth agenda. So in closing, I'd like to thank our shareholders for their continued support of Prime and particularly those shareholders who have been able to join our hybrid meeting today. None of what I've spoken about there is achievable without that support. Are there any general questions before we move to the business of the meeting?

We have one question. I love the goal of $100 million of revenue with a focus on earnings. What do you see is the biggest challenge of hitting this target?

If I look at the cadence of what we've done so far over the last 3 years, I'm not concerned about the opportunities that are ahead of us. What I get most concerned, we spend most of our time on is the right fit from an acquisition point of view. 75% of the growth that we're targeting is obviously via acquisition. So if you don't get that right fit and you're not very clear about exactly how the client base works together and you don't have the technology base to integrate well, then that is something you have to be very careful about. And we've been very fortunate so far that all the businesses that we've been involved with over the course of the last 3 to 4 years and even further back 10 years ago, all of those businesses are generating additional revenue that we've got involved with them. So I think being really precise around the people that join the group that are additive to our culture, but have the same beliefs in terms of client service. That's really the key mechanism for us. We continue to drive the organic growth piece. As I said before, that was 1/3 of the total of our revenue growth in the last 12 months. And we continue to devote more attention to that via CRM events. We held 60 events for the year. So again, we continue to drive that. But I think just getting the right combination and balance between organic growth and acquisition and still being very much a people-led business that is enabled by technology.

Thank you. We have one more question that has come through, and that is why have some directors been selling their shares on market?

Yes. So part of that has been already disclosed. So I think for one director that has been to pay tax. But I'm very happy to throw, which I'm sure they'll be very happy to answer any part of this question, to both Tim and also to Matt. So Tim, is there anything else you'd like to add from your perspective?

No, other than -- I mean I've been fortunate to be on the journey with Prime now for over 10 years, and it's been beneficial program, a great bulk of my performance rights come into vesting in one particular year, which unfortunately has resulted in me having to sell down some of those shares for tax payment, which I would have preferred not to do, but it's just a reality of the way that's [indiscernible]

Thanks, Tim. Matt, do you want to...?

Just in terms of my situation, obviously, I've been part of Prime for the last decade, which has been a fabulous journey for me and also reluctantly selling a few shares at the moment due to our cash flow issues around family relocation. So predominantly -- but still a massive supporter of the journey that we're going on.

And still a very significant shareholder [indiscernible] less than 6% of the company...

Yes. So it's only a small amount in total quantum at the moment. At the moment, it's about 5% or something like that, that I've sold in my total shareholding. So...

And really the first set of shares have been sold, I think, is probably the key point to make. I love the transparency. It's important to discuss these items. And yes, we appreciate the question. I believe that's the last general question, and thank you for those questions. All right. Let's move on now to the business of the meeting. So I'll now move to the resolutions and members will have the opportunity to ask questions in relation to the resolutions. At this time, I ask that if you have not already voted online, please do so via the Computershare meeting platform. Right. In terms of the business of the meeting, Firstly, to receive and consider the directors' report and financial report for the year ended 30 June 2025 and the auditor's report on the financial report and the consolidated financial report. For all resolutions being put to the meeting, Article 5.8 of the company's constitution states the resolution put to the vote of a meeting is decided on a show of hands unless a poll is demanded. As Chairman, I've elected that all resolutions will be put to vote as a poll today. Resolution 1. Remuneration report. To consider and, if thought fit, to pass the following as a nonbinding ordinary resolution. That the remuneration report for the year ended 30 June 2025 forming part of the Director' report be adopted by shareholders. Resolution 2. Reelection of Director, Mr. Tim Bennett. To consider and, if thought fit, to pass the following as an ordinary resolution that Mr. Tim Bennett, a Director retiring in accordance with the company's constitution and offering himself for reelection, be reelected as a director of the company. Resolution 3. Approval of issue of performance rights to Mr. Simon Madder being myself, Managing Director and Chief Executive Officer. To consider and, if thought fit, pass the following as an ordinary resolution. That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given to issue to Mr. Simon Madder as Managing Director and CEO of the company, 1,252,505 performance rights under the company's performance rights plan, to acquire fully paid ordinary shares in the capital of the company on the terms and conditions set out in the explanatory statement accompanying this notice of AGM. Resolution 4. Approval of issue of performance rights to Mr. Tim Bennett, Executive Director and Managing Director, Business segment. to consider and, if thought fit, pass the following as an ordinary resolution. That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given to issue to Mr. Tim Bennett as Executive Director of the company, 1,052,104 performance rights under the company's performance rights plan to acquire fully paid ordinary shares in the capital of the company on the terms and conditions set out in the explanatory statement accompanying this notice of AGM. Resolution 5. Approval of issue of performance rights to Mr. Matt Murphy, Executive Director to consider and if thought fit, pass the following as an ordinary resolution. That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given to issue to Mr. Matt Murphy as Executive Director of the company, 70,140 performance rights under the company's performance rights plan to acquire fully paid ordinary shares in the capital of the company on the terms and conditions set out in the explanatory statement accompanying this notice of AGM. Resolution 6. Ratification of prior issue of fully paid ordinary shares for acquisition of accounting clients from ELS Australia Proprietary Limited. To consider and if thought fit, pass the following as an ordinary resolution. That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 2,551,814 fully paid ordinary shares that are expected to be issued prior to the date of the AGM as part consideration for the purchase of accounting clients from ELS Australia Proprietary Limited on the terms and conditions set out in the explanatory statement accompanying this notice of AGM. Resolution 7, approval of cap on aggregate nonexecutive remuneration. To consider and, if thought fit, to pass the following as an ordinary resolution. To confirm that for the purposes of Article 6.3(a) of the company's constitution, the aggregate amount of remuneration payable by the company to nonexecutive directors will continue to be capped at $375,000 per financial year on the terms and conditions set out in the explanatory statement which accompanies and forms part of this notice of AGM. Having read out the proposed resolutions, I will now open the floor to members to ask questions or make comments in respect of the proposed resolutions or to speak for or against any of the proposed resolutions. Please note that the only persons who may speak and vote at this meeting are members and persons holding proxies for members or properly appointed representatives of members. Please state your name and if you are a proxy or representative of a member, the name of the member you represent. Are there any questions in respect of any of the proposed resolutions or does any member wish to speak to speak for or against any of the proposed resolutions? I propose that voting on each resolution will be by a poll without further discussion or questions on each resolution. As stated previously, please raise your hand or use the Q&A functionality on Teams in order to ask a question. There doesn't appear to be any questions. So that concludes the business of the meeting. I will shortly close voting for shareholders. So please finalize your vote in person and online. I will give another 30 seconds to finalize this while Computershare make their way around the room to collect voting cards in person. [Voting]

[indiscernible] cards in the room, Mr. Chairman.

Thank you. I now declare voting closed. The results of the poll will be announced by the ASX website when they are known to the company. I thank you all for your attendance and formally close the meeting. Thank you.