RF Capital Group Inc. (RCG) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen and fellow shareholders. I would like to welcome you all to this Annual Meeting of the Common Shareholders of RF Capital Group, Inc. My name is Don Wright. I am the Chair of the Board of Directors of RF Capital and in accordance with RF Capital's bylaws, I will be chairing this meeting. In the event I am disconnected from the meeting as a result of a technical malfunction, Krista Coburn, our General Counsel and Corporate Secretary, will step in and assume the role of Chair of the meeting. On behalf of the Board, I wish to express my sincere thanks to all of you who are joining us today and as well to those who have submitted their proxies in advance. With our first year operating as Richardson Wealth now behind us, I and the entire Board are gratified that we accomplished what we said we would. We are inspiring and empowering our adviser partners and their team. We execute our key strategic initiatives. Following the formal items on the agenda today, there will be a presentation by Kish Kapoor, providing an update regarding the company's bold and ambitious growth strategy, after which we'll be pleased to respond to your questions. With respect to the proxies received before the meeting, more than 96% of shares voted by proxy would be voted in favor of each of the matters, sufficient to ensure that all motions before the meeting will pass. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. First, questions in respect of a motion can be submitted by a registered common shareholder or duly appointed proxy holder using the instant messaging service on the Lumi platform. Second, Questions will only be addressed during the question period at the end of the meeting, provided the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. If during the course of the meeting, we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as practical. We will now proceed with the formal portion of today's meeting. The meeting will now come to order. With the consent of the meeting, I will ask Krista Coburn, our General Counsel and Corporate Secretary, to act as Secretary of the meeting. With the consent of the meeting, I would also ask that Helen Kim and Jordan [ Steffy ] of TSX Trust Company, our transfer agent, act as scrutineers of this meeting to report on the number of common shareholders present in person and the number of common shareholders present by proxy, to tabulate the votes on any poll taken and to report to me as Chair of the meeting. We have received confirmation from our transfer agent indicating that the notice of availability of our proxy materials for this meeting, which materials included the notice of meeting, form of proxy and Management Information Circular was properly made available to the common shareholders of RF Capital. The scrutineer also has provided me with their report on attendance, which confirms the requisite quorum is present at today's meeting. Unless there is an objection, I will dispense with the reading of the notice of the meeting. I will also direct that a copy of the notice of meeting, form of proxy and circular and proof of the delivery of the notice of availability together with a copy of the scrutineers' report on attendance at the meeting be annexed by the Secretary to the minutes of this meeting. Notice of the meeting having been given in accordance with RF Capital's bylaws and a quorum being present, I now declare that this meeting has been duly convened and constituted for the transaction of the business for which it has been called. To make the best use of our time today, I will move each item, and I have been advised by Tim Wilson and Rocco Colella, both shareholders in attendance today, that they would be prepared to second each of the motions that I so move. Accordingly, unless there are any objections, I will take such motions as seconded with no further action needed. Only holders of common shares as of the close of business on March 21, 2022, or their proxies are entitled to vote today. Voting on the items of business that come before today's meeting is being conducted by electronic ballot that is now available on the Lumi interface. You will be able to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. Voting will close approximately 1 minute following the conclusion of the formal discussion and Q&A session. You are encouraged to submit any comments or questions and complete your ballot in advance of the Q&A session. Once voting closes, the scrutineer will tabulate the results of the vote for each matter. The first item of business is the presentation of RF Capital's audited consolidated financial statements, the auditor's report thereon and the related management's discussion and analysis. These documents were made available to registered common shareholders of RF Capital and are also now available for viewing on the Lumi interface. I would ask the Secretary to note these as having been presented as such to the meeting. We will now proceed with the matters requiring shareholder action today. Please be reminded that your votes can be submitted by electronic ballot on the Lumi interface. The first item requiring shareholder action is the election of directors. The term of office of the directors will be from today until the next Annual Meeting of Common Shareholders or until such time as their successors have been duly elected or appointed. As set out in our management information circular, 10 directors are to be elected today. The following individuals have been nominated: Nathalie Bernier, David Brown, Marc Dalp? Vincent Duhamel, David Ferguson, Kish Kapoor, David Leith, Jane Mowat, Sandy Riley and myself. Information regarding each of the nominee directors is set out in the circular. I now move to elect these 10 persons as Directors of RF Capital to hold office until the next annual meeting of the common shareholders or until their successors are elected or appointed. As advised earlier, I would take such motions as seconded. Questions on each matter, if any, will be addressed once all items of business have been moved. The next item of business is the appointment of auditors and the authorization of the Board of Directors to fix their remuneration. As set out in our management information circular, I will now move that KPMG LLP be appointed auditors of RF Capital to hold office until the next Annual Meeting of Common Shareholders and that the Board of Directors on the recommendation of the Audit Committee be authorized to fix their remuneration. I take such motion as seconded. All motions having been tabled, the motions are now open for formal discussion and general shareholder questions will now be answered. Mr. Colella, please read any comments or questions to be addressed.

Thanks, Don. There are no comments or questions to be addressed at this time. Over to you.

Okay. Thank you. So discussion of the items of business and the Q&A are now closed. You will now have 1 more minute to complete your ballot. As a reminder, you can vote for or withhold in respect of each director nominee and the appointment of KPMG LLP. In 1 minute's time, your ballot will be automatically submitted. We're just waiting a couple more seconds to get the final tally. So bear with us. [Voting]

The scrutineer has now reported to me regarding the matters voted on. With respect to the resolution regarding election of each of the individuals nominated as directors, I declare that each of the 10 nominees is elected as a Director of RF Capital. With respect to the resolution appointing KPMG LLP as auditors of RF Capital, I declare this resolution carried. I would ask that the scrutineer compile the report regarding the results of voting on all business matters and final results will be published on SEDAR and by press release. I am unaware of any further business to be brought before the meeting. And subject to any such business being properly brought, I move to terminate the formal portion of the meeting and take such motion as seconded. I declare the motion carried and the formal portion of the meeting terminated. We will now hear from our President and Chief Executive Officer, Kish Kapoor, who will provide an update on the company's strategic progress and priorities and discuss the company's financial results.

Good morning, everyone. Thanks, Don. Thanks for all your support throughout the year. And thanks to all our Board members for their engagement, mentorship and contribution to our success this past year and even now as we navigate these difficult times. Looking back, 2021, our first full year as a pure-play wealth management firm was a year of transformation and change for the better, a year when we worked tirelessly to position ourselves for long-term success in a highly competitive and fast-growing industry, a year when we led with our head, our heart and our hands. Our head to create an aspirational vision and set ambitious yet achievable goals; our heart to look back in time for inspiration, yet imagine a future with infinite possibilities; and our hands to live up to the promise of the rich history of our powerful brand, the name on our door and the example of our visionary founders. It was also a year when we capture the imagination of our audience by telling a remarkably unique story, more boldly and more broadly in the media and at an exclusive events across the country. Let's take a moment to watch a brief video with Hartley Richardson and Sandy Riley, speaking about the idea on a napkin that is now a $36 billion business one that is -- the one that was conceived on a dock in the lake of the woods. [Presentation]

What I remember was the biggest decision we had to make originally, we had a set of principles. One was, of course, the centricity of the adviser and their clients. That was the most important part of the whole...

This is foundation on which we discussed everything else.

Yes, every [indiscernible] then we said we want people who will be our partners. In other words, we want people who are thinking the same way we do, not totally the same way, but very similar value systems who would want to help us support the business. I mean because one of the problems we noticed was because of the attitude of the institutions that advisers worked for, there was almost an adversarial relationship. And we didn't want that. We wanted to have an honest, open relationship and a dialogue where the advisers would feel a vested interest in making the business better. And I remember that was another pick and that's why we always want to make sure we had partners, shareholders. Not because we wanted -- we did need the money. We wanted them to be thinking one part of their brain, not the largest part. The most important part for an adviser has always been their clients. And then there's their own situation, what works for them. And then we wanted them to be thinking a little bit about the business they work for and how to make it better and that's why we came up with that idea.

Yes, we were looking for and talking to people who we [indiscernible] all were entrepreneurs. We wanted them to help. And remember, we asked ones we met with them sitting down with their children and grandchildren saying they were a part of building this firm from the ground up and if they weren't interested in that, quite frankly, we weren't that interested in them because they -- it was too one sided. But if they had a strong entrepreneurship [indiscernible] and wanted to help build the company with us.

That's that was fundamental. And then the other thing we -- the other decision we had to make was whether we were going to buy an existing business or start from scratch. Do you remember that?

Yes.

And we had.

Short-term gain for long-term pain. I think it's what.

That's exactly right. And I said if we do it right, if we buy a business, the problem with buying a business, the good thing of buying business is it has a stream of income, and we'll be able to make it a point to it and say, we pay this for that business, and we got this income stream. But the bad thing was we would get a culture that wouldn't fit. I mean our business culture is everything. So then we said, so what happens if we start a business from scratch. And I said to you, well, we're going to have the whole team because we're talking about the best advisers. So we have to have the CEO, Chief Financial Officer, products, offices, technology, everything has got to be ready to go. And if -- and we'll do all that -- spend all that money, get everybody in place. And then we're going to see whether or not people would join us. And I think I said, we look really stupid and lose a bunch of money if they don't join us. [Presentation]

This is the story we're telling in different ways to different audiences, the story that makes us so unique. On our website, you can hear another incredible conversation between Hartley, Sandy and Greg [ Beaver ], the very first adviser who took the risk of joining us in 2003 when we had no offices, no clients, no advisers and indeed no employees. This risk-taking, entrepreneurial attitude is deeply ingrained in our culture. This is what drives us every day and what led us to declare unapologetically and emphatically advisers are our clients. The future of wealth is female and that we intend to triple our business by 2025. And we're on track. This past year, we posted record results, recruited more advisers than in any year since 2016, made investments to enhance our digital and operating platforms, attracted talented women and men with deep industry experience to our Board and management team and secured a $200 million credit facility, providing us ample capital to fund our strategy. You will recall, we unveiled that strategy less than a year ago at this AGM. It was developed in consultation with our advisers, our Board, our people and Boston Consulting Group. This bold strategy was designed to capitalize on a deep desire among advisers and their clients for a renaissance of a bygone era, an era of deep trust and relationships, an era of high-touch experience and service, an era when the name on the door mattered. In other words, a desire for what we are creating today at Richardson Wealth. The renaissance has captured and continues to capture the imagination of a growing number of advisers who were increasingly opting to join Richardson Wealth. Take a listen to Tim Conlon and Maria Miletic tell you why they chose Richardson Wealth over a growing number of highly successful independent boutiques and banks in this country. [Presentation]

I love Tim and Maria story, especially since they were drawn to our strategy, after Tim worked 27 years at a bank-owned firm. In the time since we've unveiled that strategy, our results and accomplishments have made it very clear that it is the right one. Even if we're not yet seeing that translate into appreciation in our stock. That is something we're very conscious of. We're connecting regularly with shareholders, prospective investors and others to gather feedback and to help broaden interest in our story through a variety of means, including expanding analyst coverage, sharing a dynamic game changers annual report as widely as possible and implementing the share consolidation and buyback initiatives we announced recently. Having said that, we know that the best way to create value is to keep pushing ahead and focusing on what we do best, and that is building a great business for the long-term. To do that, we're motivating an entire organization to believe in our vision to become the brand of choice for Canada's top advisers and their high net worth clients. And we define [ dramatic plays ] to make it happen with our 3-pillar strategy: one, double down on support for our advisers; two, supercharge advisory recruiting; and three, acquire or partner with like-minded firms. With the disruptive playbook, we've been working at an unrelenting pace to lay the foundation to compete and win in a multitrillion dollar market that is expected to double in the next decade and create a culture of game changers. We're not content to merely play the game, but instead change it. A culture where people believe game-changing takes courage, bravery and risk. And that game changing is not a gamble but a strategic mindset and understanding that no matter how daunting the challenge, it is possible, a culture where people believe that Mighty is not size, its behavior. And that when you step up and step forward with accelerated pace, people take notice inside and outside the organization. For our advisers, we double down and move quickly to make game-changing technology investments with best-of-breed providers, including industry giants, Fidelity and Envestnet. Fidelity manages $14 trillion globally and custodies over $4 trillion of assets on its industry-leading unified platform. With our arrangement, we will become Fidelity's largest Canadian client. Envestnet is a state-of-the-art portfolio management software, is used by over 100,000 advisers who manage $5 trillion of assets. In addition, we made investments to allow advisers to do better here than anywhere else. This included launching Richardson [ MasterClass ], a practice management program to drive organic growth. An adviser concierge service to provide that boutique experience to our advisers and action desk as a single point of contact to address complex investment needs and expanded tax and estate planning team and a succession planning strategy. We also added significant executive talent to our team to help deliver all of these initiatives, including Tim Wilson, Jan Sampson, Christina Clement, Julie Burnham, Mike Fiorelli, and Sascha Isaacs. Together with the talented team members who were here before them, our incredible leaders are beginning to make a profound impact in almost every area of our business. Additionally, we hosted our first ever game changers virtual conference. We had an unprecedented audience of 800 featuring dozens of advisers who shared their trailblazing ideas. And we had an exclusive evening with Masai Ujiri, the President and Vice Chair of the Toronto Raptors. Masai shared his insights on what it takes to unite a team and community and make a lasting impact. With the strong internal momentum, we began to tell the story of our new name and new beginning externally by investing in a 4-person corporate development team to supercharge recruiting, led by Natalie Bisset; the legendary, JP Jansen, who seems to have worked with everyone in the industry for the last 40 years or so; Paul Landry and [indiscernible]. This team has done outstanding work in attracting advisers to our firm and building a recruiting pipeline that today stands at $18 billion. In addition to Tim and Maria, we welcome Susan O'Brien, Danny Montesi, Paul Borisoff, Susan Carson, Rick Morson, Lee Jihyung, Bashar Kamel, and Lynn Sawaya to our firm. If you don't recognize these names, here's what you need to know. There are simply some of the finest advisers in Canada, game changers, every one of them. We heard from Tim and Maria earlier, now let's listen to Susan O'Brien and her team on why they chose Richardson Wealth. [Presentation]

Powerful testimonials don't you think? These as well as significant enhancements we made to our platform are opening new doors for us with recruits and with a growing number of high-quality providers of products and solutions for our advisers and their clients. These are truly exciting times at Richardson Wealth. Soon, we will build on this momentum and success by pursuing mergers and acquisitions of like-minded firms. We expect the third pillar of our strategy to contribute 50% of our growth by 2025. And we've started laying the groundwork for our ESG strategy. While we're still in the early stages of developing that framework, we took steps to invest in our community by taking equity, diversity and inclusion to another level. We launched an initiative called WATTage, Women At The Table, to help us achieve our goal of a 50% female adviser population by 2027. And we also partnered with women's executive network by sponsoring the Women of Courage Award. We proudly supported the Black Opportunity Fund and Private Work Canada, the Million Reasons campaign for Children's Hospitals and the partners and community gifting program that raised funds for causes such as Ukraine. We also announced an award of excellence honoring the life and legacy of Royden Richardson. 5 extraordinary employees who appear nominated received this prestigious award this year because they exhibit the same values Royden did, community builder, collaborator, connector, humanitarian and leader. We also proudly celebrated many exceptional advisers that have been recognized by industry-leading publications for their demonstrated excellence in wealth management, including Kathy McMillan, Jonathan Ross, [ Rosemary Horwood], Rory O'Connor, Alexandra Horwood, Joseph Bakish, [indiscernible], Marc Dalp? Benji Miles and Francis Sabourin. These professionals are representative of the quality of adviser we attract to Richardson Wealth. This recognition is the result of incredible work they're doing for their clients and their communities. Their collective efforts translated into our record results. AUA reached an all-time high of $36.8 billion, up $6 billion or 19% from a year ago, with net new and recruited assets accounting for roughly half that increase. Recurring fee-based revenue was $243 million, up $34 million or 17% from 2020. Commission revenue increased 28%. Our partnership with Cormark and strong industry-wide origination activity drove a 70% increase in new issue commissions. Our operating margins grew to 17.8% from 14.7% in 2020. Our adjusted operating expense ratio declined from 74% to 68% helped by our focus on cost control and 94%. Yes, 94% of our teams posted personal best in 2021. These strong results contributed to a noteworthy 44% increase in our adjusted EBITDA at Richardson Wealth in 2021. As you may have read in our earnings release this morning, we ended Q1 with a record AUA of $37 billion and a record $68 million in fee revenue this quarter, up significantly from $33 billion and $58 million a year ago. These strong results were offset by a $6 million decline in transaction-based and corporate finance revenues due primarily to an industry-wide decline in financing activities caused by market volatility. The combined impact of these changes saw our adjusted EBITDA dropped $1 million from the same quarter last year. Like other industry players, our AUA dropped in April due to declines in the TSX and S&P 500 of 5.2% and 8.8%, respectively. When markets stabilize, we expect a strong recurring fee revenue business to be supported by improvements in our corporate finance and transaction fee business. We also expect to build on record results in our insurance business in the second quarter. Interest revenue also began to rise in Q1 along with benchmark rates with rates continuing to rise more quickly and steeply than anticipated a few months ago. Interest revenues are expected to double from 2021. This will -- this increase -- this will increase our EBITDA by an equal amount. In Q1, we also completed the consolidation of our shares on a 10-for-1 basis and implemented a normal course issuer bid to buy back up to 10% of our public float. We believe the consolidation may help broaden the pool of investors, including those whose internal investment policies prohibit or discourage them from taking an equity position in any company whose shares are trading below a certain price. The NCIB allows us to return capital to shareholders by buying back our shares during periods where we believe the market price may not fully reflect their value. And it is worth stressing that we will be -- that we still be able to sufficiently fund and pursue our growth ambitions if we deploy capital for the NCIB. In addition, we will do everything we can to further broaden our pool of public shareholders by continuing to tell our incredible story everywhere. As I look to the future, I'm bullish about our prospects. I'm filled with passion and energy. We have demonstrated we can drive results, take measured risks and attract a talent and industry giants to help us build a platform to compete. With our adviser is our client culture, we're changing the game. Let me close by saying that no matter what is happening in the world around us, the value of calm, thoughtful and expert face-to-face advice has never been more important. I'm immensely proud of our advisers and those who support them and how they work diligently to help clients navigate these difficult times. It is this commitment that makes us a great place to work. To our shareholders, thank you for the trust you place in us while we build this great firm for you. I believe the record results and progress we have highlighted today should instill confidence. My commitment to you is to deliver on our promises and drive results. We will continue to be mighty, change the game and play to win. With that, Don and I, along with our CFO, Tim Wilson, will be happy to take any questions.

Thanks, Kish. We have a few questions from shareholders. The first 1 relates to our NCIB, and maybe I will turn that over to our CFO, Tim Wilson. The question is, do you have an NCIB in place. Do you intend to utilize it?

Thanks, Rocco. Under our NCIB, we're authorized to repurchase up to 10% of our public float, which represents 550,000 shares or today's price is about $8.6 million, and we intend to be active under that NCIB. Of course, the level of activity will depend on the degree and the length of any undervaluation that the Board and management determines that we see in the market and, of course, any competing uses of capital that may come up over the year.

Perfect. The next question, I will direct to our CEO, Kish Kapoor. Can you describe the general mood of the existing adviser base? Are they pleased with the pace of change?

That's a great question, Rocco. Thanks. I'm not sure who asked that question, but I will say to you that our advisers are deeply engaged, one, of course, with their clients, both during the tax season and of course, talking about the market volatility. But as I go across the country, we've been to the offices now because everybody is back in the offices in Montreal, Ottawa, Toronto, the GTA, Vancouver, Sydney, and other markets, soon in Winnipeg and Calgary and Edmonton. What we're hearing loud and clear is that people are engaged, are pleased, they are excited by the pace of change, but are expressing concern and caution to make sure that we properly transition and make the process of transitioning clients seamless and we're doing all of that. And I think the best evidence of how well people are feeling by the progress we're making in a Great Place to Work survey that was just announced, 93% of our advisers are delighted at being here and delighted in telling people how excited they are by the firm and its promise.

Perfect. The next question is, can you please describe the opportunity in insurance. Your commentary suggests it could be a much larger contributor.

Well, insurance is definitely starting to track in the right direction. We're producing some record results. We had a fantastic quarter with doing almost more insurance we did in the first quarter than we did in all of last year. And I would say to you that based on what we're seeing in our pipeline for insurance activity and certainly the broadening of interest in insurance amongst our advisers, we think we can have a record quarter in the second quarter alone. One of the reasons for this is we've invested very heavily last year in one, first of all, building our own MGA here at Richardson and built a team of people who are specialized in insurance, including consultants who assist our advisers in introducing complex insurance strategies to our clients. So it's really as a result of investing in the insurance platform, expertise and the ability to communicate those ideas and share those ideas broadly to our advisers who are starting to increasingly use it. And frankly, we're also attracting advisers joining our firms that have deep experience in introducing insurance strategies alongside financial plans and wealth management plans to their clients.

Perfect. Thanks, Kish. At this time, there are no further questions. I'd like to turn the call back over to Don Wright.

Thank you, Rocco. So thank you, everyone, for your participation today, and I look forward to the day when we can all meet again in person. And until then, please stay safe and stay well.