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

Good afternoon, fellow shareholders, and guests. I'd like to welcome you all to this Annual Meeting of Common Shareholders of RF Capital Group. Welcome also to those of you who are joining us via auto webcast. 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 today's meeting. I will begin by introducing the people joining me at the head table. Kish Kapoor, a Director and the President and Chief Executive Officer of RF Capital; David Kelly, the Chief Operating Officer of Richardson Wealth; and Tim Wilson, the Chief Financial Officer of RF Capital. We're also pleased to have members of our Board in attendance today, and I ask them to stand as I introduce them. David Leith, Jane Mowat and David Porter. 2023 marked the completion of our 3-year journey to transform our business and position ourselves to seize the opportunity in front of us as our industry rapidly evolves. It was a transformation that included many milestones, one of the biggest being the transition of our back office to Fidelity. We are proud of our adviser teams and all those who support them, who worked so very hard to adapt to this change and helped us build a highly scalable platform for the future. On behalf of the Board, I'd like to extend sincere gratitude to our adviser teams and our employees and shareholders. We are building to be the best and are steadily showing our true potential. In 2024, we continue to focus on delivering on our organic recruiting and inorganic growth ambitions and thank all of you for contributing to the company and our journey. I also wish to thank all of you who are joining us today and those who have submitted their proxies in advance. After we address the formal matters on today's agenda, there will be a presentation by Kish providing further details on the company's 2023 financial and strategic results and provide an update on the company's progress against its 3-pillar strategy, after which we'll be pleased to answer and respond to any of your questions. With respect to the proxies received before the meeting, more than 95% of our 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. Accordingly, voting will be conducted by a show of hands today. I will now proceed with the formal portion of today's meeting and call this meeting 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 [ Meghan Roach ] and Kareeshma Aliar of TSX Trust Company, our transfer agent, act as scrutineers of this meeting to report on the number of common shareholders present in person, the number of common shareholders present by proxy, to tabulate the votes on any poll taken, and to report to me as the Chair of this meeting. We have received confirmation from our transfer agent indicating that the notice of availability of our proxy materials for this meeting, which included the Notice of the Meeting, former proxy and Management Information Circular was properly made available to common shareholders of RF Capital. The scrutineer has also provided me with their report on attendance, confirming that the requisite quorum is present at today's meeting. Unless there is any rejection, I will dispense with the reading of the notice of the meeting. I will also direct that a copy of the Notice of the 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. With respect to the matters of business, to make the best use of our time today, certain shareholders in attendance have confirmed that they're prepared to move and second each of the motions. For the purposes of voting on the matters of business, only holders of common shares as of the close of business on April 15, 2024, or their proxies, are entitled to vote today. The first item of business today is the presentation of RF Capital's audited consolidated financial statements, the auditor's report thereon, and the related management discussion and analysis. These documents were made available to registered common shareholders of RF Capital. We will now proceed with the matters requiring shareholder action today, the first of which 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, Dave Brown, Vincent Duhamel, David Ferguson, Kish Kapoor, David Leith, Jane Mowat, David Porter, Sandy Riley and myself. Information regarding each of the nominee directors is set out in your circulars. May I have a motion for the election of each of these 10 persons nominated as directors of RF Capital?

I move that the 10 persons nominated be elected as directors of RF Capital, to hold office until the next Annual Meeting of Common Shareholders or until their successors are elected or appointed.

Thank you, Anne. Could I have a seconder?

I second the motion.

Thank you, George. Are there any further nominations? Okay. If there are no further nominations, I declare the nominations now closed. If any shareholder or proxy holder has questions relating to the election of directors, I request that they ask it at this time. It is now in order to vote on the motion. The vote for this resolution will take place by a show of hands. All in favor, please raise your hand. [Voting] Okay. Contrary, if any. [Voting]

That's passed unanimously. Thank you. I declare the motion carried, and each of Nathalie Bernier, David Brown, Vicente Duhamel, David Ferguson, Kish Kapoor, David Leith, Jane Mowat, David Porter, Sandy Riley, and myself, Don Wright, are duly elected as Directors of RF Capital until the next meeting of annual shareholders or until his or her successor is elected or appointed. 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, the resolution for approval is the appointment of KPMG LLP as 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 the remuneration. May I have a motion on this matter, please?

I 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.

Thank you, George. Can I have a seconder?

I second the motion.

Thank you, [ Anne ] If any shareholder or proxy will ask questions relating to the appointment of auditors, I request they be asked at this time. Okay. I don't see any. The vote for resolution will take place by a show of hands. All in favor, please raise your hand. [Voting]

Anyone opposed? [Voting]

Okay. I declare the motion carried. With voting on all business matters now complete, I would ask that the scrutineer compile the report regarding the final results, which will be published on SEDAR and by press release. Is there any other formal business that may be properly brought before this meeting? Okay. Seeing none, ladies and gentlemen, that concludes the formal portion of this meeting. So I may have a motion to conclude the meeting?

I so move.

Thank you. And anyone would like to second the motion?

I second the motion.

ll those in favor, please raise your hand. [Voting]

Contrary, if any? [Voting]

Okay. I declare the motion carried and the Annual Meeting of Common Shareholders of RF Capital, Inc. is now concluded. Before we hear from our President and Chief Executive Officer, I want to thank you all for attending today. Following Kish's presentation, as I said earlier, I would be pleased to answer any questions that you might have about the company. Kish?

I like that Don's wearing a game changer pin. Thank you, Don, and good afternoon, everyone. [Foreign Language] As you can probably tell by my accent, while I speak a few languages, French isn't really one of them. But I'm doing my best because I want to make sure we acknowledge our team, our clients and other stakeholders in Quebec, a very important market for us. It's great to see such a good turnout today on the heels of Annual Richardson Wealth Advisor Conference, which we hosted yesterday and today in this very room. The conference agenda centered around practice management strategies for driving growth and enhancing adviser and client experience. This year, one of the highlights was a panel of experts who provided insight on how geopolitical events and the U.S. elections are shaping global markets. More than 300 people were in attendance. What a vote of confidence in our brand and our culture. The cost of this to shareholders? Nothing. This is a pay-your-own-way format, meaning advisers cover their own travel costs plus their accommodation. And the general support of vendors, partners and suppliers was exceptional this year. Now, before I go any further, I will ask you to please review the disclaimer on the screen about forward-looking statements. Is that good Krista, She's Dr. No. Now I want to talk about 2023, being a very significant year, and how we're turning our mind to growth in 2024. I will cover our 3-pillar growth strategy including our ongoing progress in our technology transformation, our financial performance in 2023, our culture, and what we anticipate in 2024. I'm also going to talk about our share price performance. As you know, we're a great company, but that has not translated into us being a great stock yet. Finally, I'll take your questions. But first, I'd like to acknowledge some of our attendees. Our directors, as you know, we are fortunate to have a Board of this caliber, as David Leith says to me, probably too good a Board for me, one that always keeps us on our game. Our senior executive team is also with us. Could they please stand up? Thank you. And members of our Senior Advisory Council are also with us. Could you also please stand up? Thank you. As well as our branch managers and many of the adviser teams are here. In fact, everybody should stand up. Shareholders, these are the people who are helping us build this business, who are driving the future growth of this great company. They are the ones who are making our vision a reality. Now I'd like to talk about where we are with our 3-pillar strategy. 3 years ago, we laid out our plan to change the game: to become the brand of choice for advisers and the high net worth clients for the long term. We saw an industry that was poised to double over the next decade and we knew we had to be ready to capitalize. We had to be scalable. So we set out to transform our business and execute on an ambitious 3-pillar strategy. First, double down on support for our advisers. Second, supercharge adviser recruiting. And third, grow by acquisition or partnering with like-minded firms. So how is it going? Well, in year 1, we ticked off -- or we kicked off a 3-year transformation journey and it's now substantially complete. In year 2, we built a strong recruiting pipeline. And then at the end of year 3, we wanted to turn our mind to acquisitions and partnerships, which we are now doing. On pillar one, double down on support for advisers, we now have the tools and technologies that will be, as Calgary-based adviser [ Tim Conlin ] says, far ahead of our competition -- sorry, I lost my page there. But transformation comes with a learning curve, which has been steeper and longer than we have perhaps expected. It took courage to rebuild, as Scott Stennett, our Head of our Digital Strategies and Advisor Services, noted in a recent Global and Mail interview, this is one of the largest financial technology transformations in Canada. As Scott pointed out, in a world where what's on the product shelf is often similar, it's a digital platform that will really differentiate the experience of being at Richardson Wealth. We're not there yet, but we will be in time. especially with the constructive feedback from our advisory teams and their infinite patience and resilience, as well as with the collaboration of technology partners, I'm certain we'll get there. And we are working hard to quickly enhance and solve both the expected and the unexpected teething pains that come with the new platform, processes and services. I can tell you that despite the disruption, we're beginning to see the benefits of investing in our advisory teams. We reported recently that existing advisers brought in $415 million of net new assets in Q1, the highest level in 7 quarters and a great start to the year. To further support our advisers, we now have Dave Kelly, who joined us at the start of 2024 as our Chief Operating Officer. Dave is one of the most seasoned and respected executives in wealth management. He will ensure our offering is always at the forefront of the industry and that advisers will have everything they need to continue to grow their business. Dave joined us because he sees the power of our platform and our culture and what the name on the door stands for. And he knows that our focus on being the best place to work, with the best adviser in Canada, is unwavering. On Pillar two, recruiting. After choosing to take a pause in 2022 and the first 9 months of 2023 to concentrate on transformation, we are back in business. Our recruiting pipeline now stands at $26 billion. That's a tremendous number. And we're converting that pipeline no matter how slowly. In Q1, we onboarded $0.5 billion of AUA from recent recruits, the most since Q4 2021 and the third highest level in the 14 quarters since our transformation. And if you go back to November, we've added 7 teams who brought about $1.7 billion of total assets. This includes the big wins in Vancouver Island where we attracted some of the area's best teams to our new office, and in Halifax where one of the biggest teams from a bank-owned firm joined us last month. That Halifax team was close to $0.5 billion. Now it is true that we've lost some teams. We never like to see that. But our focus is on teams that want to be here, that believe in our strategy and what we have built, that understand how we can help them grow. We're finding more and more of those teams every day. And on the third pillar, inorganic growth, that will be a big focus as we move through 2024. You will recall, this pillar represents 60% of our growth ambition. With Dave here as our Chief Operating Officer, I can spend much more time on this pillar. Since turning my attention to this more fully in late 2023, I've been having a lot of conversations, there is no shortage of interest from the firms that would like to join us, but we are very -- but we are at the very beginning stages of that. And also, we're very particular. The fit has to be there culturally, financially and strategically. To drive us forward, we have also further strengthened the leadership team. Following Dave's arrival in January, we welcomed his former colleague, both from TD and Gluskin Sheff, Kevin Shubley as VP, Business Strategy and Analysis. Kevin previously oversaw our business line at TD that managed over $37 billion in AUM for high net worth and institutional clients. And we welcome Steve Hunter as branch manager for Southwestern Ontario. Steve has also joined us from TD and most recently led 2 branches that grew to over $7 billion in AUA in his time there. Finally, just last week, we announced the hiring of Derek Perritt, Derek Perrit as Vice President, Wealth Planning & Solutions. He will lead our insurance and tax estate planning teams, a huge value add for our advisers and their clients. Derek also came from TD. We've got a bit of a reverse takeover of the immense talent happening here. So as you've heard, we have the platform and leadership team to retain, attract -- and attract ambitious and motivated adviser teams. There will always be work to do, but I'm proud of our progress and excited about our future. We can see the impact in our financial results. In 2023, in a very difficult market, we held steady at the near record levels we achieved in 2022. Our revenue in 2023 of $351 million was in line with 2022's record, supported by a high proportion of recurring fee-based revenue. AUA was $35.2 billion, up $288 million from the prior year. Adjusted EBITDA was $59.5 million in 2023. In 2024, we're building momentum off of that higher base. In the first quarter alone, AUA jumped to $37 billion, up $1.8 billion from the end of Q4. As of May 31, the latest numbers, AUA now stands at $37.1 billion. That strong AUA growth drove a 5% year-over-year increase in the first quarter fee revenues and a 2% increase in total revenues. That, along with cost controls, generated a 4% increase in Q1 adjusted EBITDA to $13.5 million and generated $7.5 million of free cash flow available for growth. That's the financial story, but it's not nearly the whole story. When it comes to culture, we have something special here. We were recognized in the Great Place to Work awards for the sixth year in a row and named to the Best Workplaces in Financial Services and Insurance for the fifth consecutive year. We ranked 2nd of 14 firms in the Investment Executive Brokerage Report Card for 2023. We had a Net Promoter Score of 74, which is a terrific result. People not only like working with us, they tell others they should work with us. We continue to believe that the future of wealth is female, and that's represented in our firm. 52% of our senior management team is comprised of women. At the middle management level, it is 35%. Across the firm, fully 49% of all employees are women. We're working hard to recruit and nurture female advisers to meet our goal of 50% women in our advisory ranks. We currently stand at 17%. When we set out on this journey, we knew that reaching 50% was never going to be easy. We also knew we had to have an ambitious goal, but we also knew we had to have an ambitious goal to strive for. We launched the Diversity, Equity and Inclusion Council in summer of 2023. Our 3 employee resource groups: the Black African Caribbean Committee, the Pride Committee and the Illumination Committee for Women are actively engaged. We're giving back to the community through sponsorships and fundraising, supporting a long list of charities. One example is the Kidney Foundation's 100-Kilometer Walk, where we helped raise $1.1 million over a weekend last fall. [ Kurt Peterson ] in our Calgary office and his wife Elizabeth were the inspiration in getting us to be the national sponsor. But the real hero was [ Kurt's ] 82-year-old mother who walked 100 kilometers, all 100, with us. We also support Canadian athletes who are aligned with our brand and a cost-effective way to reach our target market. We sponsor -- excuse me -- we sponsor squash star Nicole Bunyan. Squash is very popular in the high net worth client market and very important to many of our advisers. As is golf. When you watch the only Canadian golf on the DP World Tour, Aaron Cockerill, you will see the Richardson Wealth name on his bag. We must bid good luck for Aaron. In his first tournament after our sponsorship, he almost won, lost in the playoff. Digital and Print media that included his name and our bag had a reach of more than 2.5 billion people. Just huge value for us. We are a culture of caring. We also care about delivering returns to you, our shareholders. And this has been clearly very deeply disappointing to you and to us. The business is getting better and stronger, with AUA, revenue and adjusted EBITDA all up significantly since we started our journey in 2020. But you wouldn't know it looking at our share price. Recently, we've seen private company valuations for comparable wealth managers up to 3% of AUA, compared to our quarter-end enterprise value to AUA of 0.7%. To really understand this disconnect, we've had investment bankers from many of Canada's leading firms: RBC, CIBC, BMO, National Bank and others, come and present to our Board. They've told us that there is a disconnect between private and public company valuations, particularly valuations of small-cap securities. Institutional investors just aren't interested in small caps, especially not in this volatile market. We understand that the top 225 or 33% of companies on the TSX represent approximately 96% of its total market capitalization. The other 444 TSX-listed companies, us included, are left to compete for the remaining 4% of capital. The disparity in price performance between large-cap and small-cap stocks remains at its widest margin over the last 5 years. And we're not just a small cap, we also have high employee and insider ownership. Our leaders and advisers and the Richardson family all have skin in the game. But that reduces liquidity and the ability to institutional investors to acquire a meaningful position. We're told this affects our valuation. We've heard this from most every investment bank on the Street. Nonetheless, we remain steadfast in our belief that consistent execution on our part will close this valuation gap over time. Fortunately, today we're in an excellent position to grow our business for the long term by focusing on the key levers that drive success. All we can do is keep controlling what we can, delivering on our organic, recruiting, and inorganic growth ambitions and producing solid financial performance. So that's what we're going to do. Now let's talk about what we foresee in 2024. AUA will be driven as always by equity market returns and recruiting activity. Equity markets are out of our hands, but we remain confident that our recruiting efforts will accelerate this year. And we expect our advisers will attract more assets, one of the key themes of our conference in the past 2 days. Interest revenue may decline along with benchmark interest rates. Corporate finance revenues are expected to be subdued yet again in the first half of the year, but our hope -- and that's, by the way, industry-wide. But our hope is that market activity will pick up later in 2024. In keeping with controlling what we can control, we're committed to holding operating expenses in check and delivering operating leverage. More broadly, I foresee us continuing to build on outstanding -- build an outstanding company, continuing to retain and attract amazing advisory teams and talent, continue to advance our strategy, and continue to increase the intrinsic value of Richardson Wealth. As we do, we will never lose sight of our goal of being the brand of choice for advisers nor will we let up in our resolve to build a better business each and every day. I'll close by saying thank you to our people, our advisers and clients, our Board of Directors, and to you, our shareholders, for your support. Now I'll be happy to take your questions. There are standing microphones to the left and right of the room for anyone who would like to ask me.

All right, for anyone at all. Mr. [ Gelman ] will always be the first to ask a question, and I'm honored by that. Always the first. Thank you, sir.

[indiscernible].

It's a great question. So you'll recall, as we highlighted in this presentation, our 3-pillar strategy to get to $100 billion, the first pillar, which is really organic growth, was always 20% over a 3- to 5-year period. Our recruiting growth contributed 20% towards that $100 billion goal, and that was also 3 to 5 years. And with respect to our third pillar, which is acquisitions, which was going to contribute 60% of our growth towards $100 billion, is still our third pillar. And we always said it was going to be 3 to 5 years, and now we're starting to turn our mind to acquisitions, which is really the key driver to get us to the $100 billion. So the 20% on organic growth, we believe, is well in hand. We needed to stabilize our platform, drive organic growth, attract people of the caliber of Dave Kelly to drive that growth. Recruiting, Natalie Bisset and her team are now responsible. We are starting to see $1.7 billion in assets in the last 6 months or so. And now we're starting to turn our mind towards acquisition. There are some people here that we're working with. I won't name the firm, but they're in the audience today. They're introducing us to acquisition targets. So we'll start turning our mind to that. So I don't think we changed our goal. It's still 3 to 5 years. We need, obviously, a little bit of tailwinds in our favor, and tailwinds could come in our stock price, tailwinds could be in the market, and certainly the opportunities. Anyone else? Fantastic. Well, hearing no further questions, thank you for joining us today, and we look forward to updating you on our progress throughout 2024. This concludes our meeting.