Jtc Plc

Hello and welcome to the JTC PLC interim results presentation. My name is David and I'll be your host for today's event. Please note that this conference is being recorded and for the duration of the presentation your lines will be on listen only. However, you will have the opportunity to ask questions at the end of the presentation. This can be done using the raise hand feature in the control panel on your screen. We will address as many questions as possible. When we come to answering your question, we will invite you to unmute and speak live to address our panellists. I will now hand you over to your presenters for today.

Good morning, everyone. Welcome to the presentation of JTC PLC's interim results for the period ended 30 June 2024. I'm Nigel O'Kane, the Group CEO, and presenting with me, as usual, is Martin Fotheringham, our Group CFO. Let's start with slide one and the agenda. In the next 30 minutes or so, I will present my CEO highlights for the period, and Martin will take us through the financial review. We'll follow up with a more detailed business review covering the macro environment, the regulatory landscape, the Group, and the two divisions. We'll then provide insights into our approach to M&A and to some of the activity to date in the Cosmos era. Finally, we'll summarize our key takeaways for the first half of 2024 and provide an indication of how we expect to close out the year. We'll have time for questions at the end of the presentation. We've carried our momentum through from an excellent 2023 and are delighted with the first half of 2024, which marks the first period in our new Cosmos era, where once again, we aim to double the size of the group within a three to four year time period. For H1, our group revenue was up 21.1% to £147.1 million, and EBITDA was up 22.3% to £49.1 million, period on period, delivered at an EBITDA margin of 33.4%, up from 33.1% in H1 2023, and within our guidance range. Our net organic revenue growth for the period was 12.5%, ahead of our updated Cosmos-era guidance of 10% plus per annum, with our US growth strong at 25.7%. This was driven in part by record new business wins of £18.8 million, up 28.8% period on period. The highlight, however, has been our M&A activity since the beginning of the year, where we have taken the opportunity to add six further businesses to our platform, balance between the divisions and add an excellent average estimated acquisition multiple of 6.8 times EBITDA. In particular, post period end, we were delighted to announce the acquisition Citi Group of Citi Trust, its global trust company business. This is a significant and transformational deal for the group and makes JTC the world's largest global independent trust company. Taken together, the half year reflects great strategic impetus from M&A and strong stewardship in the underlying business with good growth balanced by appropriate investment in our infrastructure with the division supported as always by contributions from our group commercial office and integration teams. This has generated an accelerated start to the Cosmos era, not dissimilar to the start of Galaxy in 2021. Turning to the divisions, the Institutional Client Services division had a solid H1, where it delivered revenue of £87.5 million up 8.5% and EBITDA of £26.9 million up 5.5% at a margin of 30.7%. We delivered organic growth of 11.9% above guidance, together with new business wins of £10.7 million in our established JTC markets. After a quiet period on the M&A front, with no acquisitions prior to Blackheath since 2021, four of the acquisitions during the year formed part of the ICS division, with FFP being a significant addition and core pillar to the group's strategic initiative to establish a new governance services practice, which is being developed for the division in conjunction with the group commercial office. The additions of Blackheath and Hanway have brought Manco and additional company secretarial and regulatory oversight services to our UK client base. And post-period end, we also acquired the Buck Share Plan Administration business, accelerating the development of our own share plan ambitions, together with enhancing our trustee teams in the UK, Guernsey and Germany. Our Private Client Services division continues to enjoy an excellent period of growth and success, with revenues up 46.1% at £59.6 million and EBITDA up 51.7% at £22.3 million. at an excellent margin of 37.4% and with sector-beating net organic growth of 13.9%. The division secured some significant new mandates across the board, resulting in record new business wins of £8.1 million. In particular, the performance of our US business has been strong, with the addition of SDTC to our existing platform and the recent addition of First Republic Trust Company in Delaware, all providing additional scale and delivering performance in the high-growth US market, where we are now the largest independent provider of private trust company services. As mentioned, post-period end, we were delighted to announce the acquisition of Citigroup's global trust company, Cititrust. The transaction is a significant one and to be selected as the right home for the world's oldest trust company dating from 1822 is indicative of the reputation that JTC has garnered with top institutions as a trusted partner for deals of this nature. This is now our sixth bank Carvel and is a transformational addition to the group. business will add a high quality portfolio of ultra high net worth clients with over 70 billion dollars of assets under administration and employees spanning seven trust jurisdictions with stable and sticky annuity revenues. The total consideration of 80 million dollars will be funded from our existing facilities making this another excellent purchase for the group on a non-dilutive basis. The addition of City Trust run rate revenues for the Private Client Services Division will be around £200 million, with completion post-regulatory permissions expected in the first half of 2025. One geographical point of note is our success in establishing our US platform, which is a relatively underdeveloped market for our sector given its size, presenting an enormous opportunity. Post the City Trust completion, it will be JTC's largest market by revenue. This has been achieved by good historic organic growth and more recently by acquisition, which has been delivered at an average acquisition multiple of 12.2 times EBITDA in a market where deals typically transact at 20 times multiples or more. Finally, I must conclude my CEO highlights with a recognition of our outstanding global team and a celebration of our shared ownership culture. During the Galaxy era from 2021 to the end of 2023, we once again doubled the size of the Group, the second time we have done so since IPO, and two years ahead of original expectations. As a result of that tremendous success, post-period end, we were delighted to award £50 million of warehouse shares from our employee benefit trust to our entire global workforce of JTC employee owners. The Galaxy Year Award was the fourth in our history and we are proud to have now created over £400 million of value for our employees. This characteristic of the group is unique and a key differentiator. I have no doubt that our commitment to shared ownership and the benefits it brings is responsible for our uninterrupted history of success. The Galaxy Award is well deserved and has energised the whole team to succeed in the Cosmos era and beyond. So now on to the financial highlights. Our revenues period on period grew to £147.1 million and underlying EBITDA was £49.1 million. delivered an underlying group EBITDA margin of 33.4%, up 0.3 percentage points period on period. As already highlighted, our net organic growth was 12.5% above our updated Cosmos-era guidance of 10% plus per annum, although lower than our unprecedented purple patch of growth in 2023. As also noted earlier, our new business wins were a record £18.8 million, up 28.8% period on period. Our rolling LTM win rate at the period end stood at 59.9%, remaining significantly ahead of the top end of our normal target range of 35 to 40%, and implying that we continue to win well above half the business we pitched for. This has been a consistent overperformance for some time now. The new business pipeline remains strong and stood at 51 million pounds at period end. The lifetime value of work 1 in H1 was a record £267.6 million, based upon the estimated average 14.8 year lifetime of our client book. This is an increase of 37.2% on the H1-23 figure of £195.1 million. and gives us visibility of over 2.1 billion of forward revenues from our existing clients without the addition of any new mandates or further M&A, reflecting the long-term enhanced and compounding value of the entire book of business. And finally onto the interim dividend, which we have declared at 4.3 pence per share, up from 3.5 pence in H123. Now over to Martin for a deeper look at the financials.

Thank you, Nigel. We're once again delighted to present an excellent and consistent set of results, where we've continued to deliver against our guidance. Our financial highlights are set out on slide seven, where you can see continued strong performance across all our key metrics. This includes revenue growth of 21.1%, driven by LTM net organic growth of 12.5%, which is above our medium term guidance range of 10% or higher. Our other highlights include a 0.3 percentage point increase to our underlying EBITDA margin from H123 that now reports at 33.4%. Earnings per share increased by 9.4%. Strong and consistent cash conversion of 104%. Net debt increased by 103.9 million pounds driven by the 2023 drawdown to fund the SDTC acquisition. leverage has remained below our guidance range at 1.39 times underlying EBITDA. And finally, return on invested capital for the last 12 months was 13%, a significant improvement from 12.3% in 2023, and there's more on this later. Let's now look at our results in more detail, starting with revenue growth over the last 12 months. Gross new organic revenue was £38.3 million, a decrease from £44.1 million in the last 12 months to June 23. The decrease was driven by the launch in the prior period of our commercial office offering, particularly in our treasury and banking services. As we explained last year, these new organic revenues are now embedded in the business. Gross attrition was 10.6 million pounds, which is 4.8% of annual revenues and is down from 5.7% reported in the prior year. 6.7 million pounds of this is attrition and was end of life and therefore 98.2% of non-end of life revenue has been retained. Revenue recognised so far on new business wins was 51% and in line with expectations. Our pipeline at the period end was a healthy 51 million pounds, a decrease from the 31st of December, which is driven by record new business wins in the latter part of the year. Let's now move on to slide nine and look at our net organic growth with a focus upon the divisions. In the 2023 results we updated our medium term guidance range to be at least 10% net organic growth per year and we're delighted to have recorded LTM net organic growth of 12.5% with our three year average now at a record 14.4%. PCS recorded 13.9% net organic growth down from the exceptional results recorded in 2023, where the division benefited from Project Amaro coming on at full speed, as well as the increase from banking and treasury services. ICS recorded net organic growth of 11.9%, continuing the trend of delivering double digit growth within the division. This was a decrease on prior periods due to the one-time impact from banking and treasury in 2023. We have seen delays in new business due to the macroeconomic environment where we've experienced a trend to longer onboarding times. Focusing on the drivers for organic growth as a largely time and materials business, our pricing growth is dependent on our ability to pass on increases in fee rates. And we're pleased to report that for time and material and fixed fee clients, pricing growth in the 12 months to the 30th of June 2024 was 7%. This has seen us recover the majority of our inflationary cost increases. To conclude on revenue, let's look at the geographical profile on slide 10. We saw all regions report period on period growth alongside strong LTM organic growth. The US continues to deliver impressive levels of organic growth and has established itself as a leading growth jurisdiction for us. As you can see from the trends chart, we've increased our US revenue base significantly over recent years, a product of strong organic growth, but also focused in strategic M&A activity. To recap on our journey, in 2018 when we IPO'd, our US region represented 4% of our revenue. This now stands at 32%. We now move on to the EBITDA margin on slide 11. The underlying margin was 33.4%, which is consistent with 2023, although a 0.3 percentage point increase when compared to H1 last year. This remains within our medium term guidance range and maintaining a consistent margin while delivering strong revenue growth is particularly pleasing. The PCS margin was 37.4% at the top end of our guidance range and is a 1.4 percentage point improvement from H1 2023. This impressive improvement was driven by the successful integration of NYPTC and SDTC alongside the margin momentum seen in 2023. The ICS margin decreased by 0.9 percentage points and this was the result of the continued investment in the business in order to capitalise on and maximise growth opportunities. division was also impacted by increased regulatory obligations and longer than usual onboarding times for new business. During this period of political and macroeconomic uncertainty there's been an undoubted slowdown in the launch of new funds. We remain committed to continued investment in the business, confident that this will bring improved long-term returns. Now focusing on cash conversion on slide 12, which reflects how well we're managing our working capital cycle. As you can see, cash conversion was 104%, a decrease from the exceptional 113% recorded last year. In the 2023 presentation, I noted that our business fundamental remained unchanged and we continued to maintain our medium term guidance range of annual cash conversion of 85 to 90%. As was therefore expected, the first half of this year falls within our normal H1 expectations and aligns with our guidance range. This was due to increased cash conversion in H1 from the billing and collection of annual invoices. Pro forma LTM net investment days were 59 at the period end, a significant drop from the prior year. Next to look at is net debt and leverage on slide 13. At the end of 2023, our reported net debt was 123.3 million pounds, and by the 30th of June, 24, it stood at 131.9 million pounds, an increase of 8.6 million pounds. This was driven in the main by the payout in full of the Sally earn out from our existing cash on the 10th of January, 2024. Excluding acquisition-related cash flows, net debt decreased by £13.1 million, continuing to evidence our capability to deleverage through strong cash conversion and effective working capital management. Our reported leverage now stands at 1.39 times underlying EBITDA and below our medium-term guidance range. Whilst the precise timing of the completion of the FFP and Citi acquisitions have to be determined, our intention is to finance both deals from existing debt facilities. Our leverage guidance at up to two times underlying pro forma EBITDA remains, but as with prior deals, we will go to 2.5 times where we can see rapid subsequent deleveraging. and therefore our intention is to finance these deals from existing facilities. As at 30th of June, the group had undrawn funds of £176.3 million. Let's now finish by looking at our return on capital in more detail. The return on invested capital for the 12 months to 30 June 24 was 13% and significantly above our cost of capital. Our current pro forma return whereby we extrapolate our interim figures shows a return on invested capital that is consistent with 2023 and is lying with our expectations given our M&A activity. As touched on in previous presentations, we've a resilient long-term business model, and we take a duration-adjusted approach to returns on capital where we consider the client duration, reduced attrition rates, and immediate and long-term returns on capital. Our average client lifetime is now 14.8 years compared to 13.9 years 12 months ago, with our rolling three-year average attrition at 5.7%, 4% of which is end of life. We expect both the Citi and FFP acquisitions to be immediately accretive to ROIC, and this, combined with the organic momentum in the business, should help drive continued improvements in return on capital. Thank you, and I'll now hand back over to Nigel.

Thank you, Martin. Later I'll give some insights into why we believe we have developed a competitive advantage in our approach to M&A. But before that, we will look at the wider macro and regulatory environment, M&A market trends, and the performance of the business from a group and divisional perspective. As we embarked on the Cosmos era, we anticipated a fresh round of consolidation in our private equity-dominated sector to ignite as a degree of stability returned to the financial markets, with easing inflation and greater clarity on borrowing costs after an extended period of uncertainty. Whilst there has been a definite improvement with global deal volume up 17%, with some noteworthy transactions, the anticipated rush in our space has not transpired. To some degree, this has been due to the historic European-based PE-backed acquirers remaining becalmed with mature holdings, whereas the more recent appetite from the United States private equity appear to be more bullish, particularly those looking for platform businesses. What is also evident is that there appears to be more caution with more discerning acquirers and as a result the quality threshold for deals has remained high with diligence lasting longer and with pricing remaining at a relatively sensible level. JTC has demonstrated, however, there still remain several deals to pursue, and in our particular case, we have the ability to find quality off-market opportunities, which is indicative of the JTC experience, market knowledge and reputation as a responsible home for businesses. This ability to be successful inorganically coupled with our relative success with Group Organic New Business Wins, demonstrated by our win rates, would suggest that some of the race-to-scale issues we have highlighted previously, created by indiscriminate buying, over-leveraging, poor integrations and arising regulatory issues, are still affecting some more mature market participants. This, coupled with a relatively slow reaction to the stability in financial markets, has led to general organic growth for all to be more challenging. The regulatory environment continues to feature as a significant factor in our markets. I will have spoken about the increasingly frequent and occasionally heavy-handed approaches that have been applied in recent years, driven by international standard-setters and the constant introduction of new regulations and regulatory powers. This remains a drag on margin for many market participants. At JTC we have 26 different regulators and in line with the wider market our regulatory engagements have increased in our case from 46 in 2022 to 58 in 2023 and on course for around 80 in 2024. This is a consequence to some degree of a global industry with local regulators and no concept of a lead regulator to avoid duplication of effort or any passporting arrangements. It is also reflective of a recognition of JTC as a large, impactful leading firm that has an excellent record of regulatory compliance. As a result, we actively and positively engage with all our regulators, horizon scan, consult and assist with observations and advice wherever possible. Increased regulation is of course a tailwind for our business too and does lead to our clients and potentially new clients requiring an increasing amount of expert assistance to remain compliant across the world and as a consequence drives demand for our services. It is with this in mind that we have taken the opportunity to launch Northpoint Governance to provide a range of services that are specific to these challenges, but will include wider specialist services, including governance architecture, strategic transformation services, operational due diligence, tax and regulatory reporting, and complex and solvency restructuring and soft wind-down services, which feature in the recently acquired FFP business. Turning to the divisions, both are performing well. The ICS division welcomed Kate Beecham as its new divisional head earlier this month, a former JTC PLC non-executive where she was head of Governance and Risk Committee. With the launch of North Point Governance and the additions of Blackheath FFP, Hamway and Buck, her extensive experience and knowledge gained from her time served at PLC level will allow seamless transition and usher in an exciting new era for the division. PCS has had an excellent period of growth and outperformance, with particularly pleasing delivery coming from our US operations, where our capabilities and ability to serve a wider client base reflect our status as the largest independent private trust company in the largest private client market. The opportunity presented by the City Trust's acquisition is significant for the Group and for our US plans. It also re-energises our Asian ambitions, whilst adding scale and substance to our well-established presence in Jersey, Switzerland and our Bahamas base. Finally, the Commercial Office has had an active six months, concentrating on three pillars of growth, performance, and innovation. In particular, providing assistance with the launch of Northpoint, maintaining and enhancing our banking revenues, and the delivery and implementation of our frameworks management reporting program. Turning now to M&A. There are a number of factors that continue to contribute to the success of the group that provide us with a strategic advantage. I've already highlighted the fundamental importance that our unique approach to shared ownership brings, but this is supplemented by other characteristics that contribute to our ongoing success, one of which we believe is our approach to M&A. We operate in a growth industry, estimated to generate in excess of £12bn in annual fees, which remains highly fragmented but is consolidating at a significant pace. It is crucial, therefore, to have a successful approach to M&A driven by clear strategic plans, which we divide into business eras. In the current era, Cosmos, we anticipate 50% to 60% of our growth will be delivered by M&A in the next three to four years. Ever since our first acquisition in 2010, JC has gained a reputation of being straightforward and honest in negotiations, and ultimately a reliable home for acquired businesses. In particular, being able to listen and appreciate the motivation of the vendor in any transaction is a key attribute. With owner-managed businesses, gaining trust and finding cultural alignment is essential. Particularly where finding the right partner is the main motivation for the transaction, with price an important but secondary consideration. If there is no match, there is no deal. This approach allows us to operate off-market, as alluded to earlier, both effectively and very successfully. This ability to understand the vendor's goals has also allowed us to be successful in acquiring businesses from banks, which have included Merrill Lynch, Royal Bank of Canada, J.P. Morgan, S.G. Kleinwald-Hambrose and Now City in the past 10 years. These deals typically are as a result of a change of appetite for the business line or strategic change of direction at the financial institutions. What is paramount to the vendor is that the acquirer have equivalent standards of service, will be reliable and deliver seamlessly on undertakings made to protect both their clients and their brand. Having gained a track record and reputation for delivering in this regard, it is clear that JTC is now seen as a buyer of choice for these deals. They are not easy to deliver however, they often feature conflicting messaging, a lack of transparency and occasionally some institutional arrogance. With the benefit of several deals now, understanding these characteristics, pricing in the inevitable carve-out complications, and on occasion, relying on instinct, we have managed to navigate these challenges into successful outcomes for both parties, with the deals with Royal Bank of Canada and Merrill Lynch proving to be amongst our most successful. And we have every expectation that Cititrust will have a similar impact. It is worth noting that in both owner managed and bank owned scenarios, we generally manage to transact at lower multiples than in the advisor led open market. There are times, however, we will pay market prices. where we can see inherent quality in an opportunity and that the investment will unlock key growth markets for the group. Good examples are Sally and SDTC in the United States, providing platforms for the institutional client service and private client service divisions from which we have unlocked the high growth US market for funds and trust company clients. Both of these deals have proved to be very successful in establishing JTC's fast-growing US business. Every deal will have unique features, but there are four key characteristics which underpin the JTC approach. Our experience, exceptional market knowledge, and reputation combine to give us a deal craft which enables us to find opportunity where others fail to do so. Cultural fit is essential. The people you are transacting with will be your colleagues. So understanding motivation and personalities is the key. If there is no match, there is no deal. 2 plus 2 equals 5. Any acquisition you look at needs to bring an additional ingredient to the group, new location or an enhancement in an existing jurisdiction, improvements to the senior group talent or an addition to the services we offer. Integration is crucial to both short and long term success. We've developed a top class team who have designed sophisticated and repeatable processes to ensure smooth, tailored and timely integrations of our acquisitions. Ultimately, we always maintain our discipline. We know when to say no. On average, we complete one deal for every 10 deals we look at. We don't get drawn into price wars or seat scale for the sake of it. Our aim is to be the best, not the biggest. We are very excited about deals we have secured since the beginning of the Cosmos era, particularly the transformational acquisition of City Trust in the PCS division and the addition of FFP in ICS as the cornerstone of the new governance practice. Whilst they will take some time to develop and to integrate, we will continue to consider M&A opportunities from smaller bolt-ons to larger transformational deals and currently have a healthy pipeline in this regard. To close, JTC's M&A capabilities are another key strength fed by our experience and market knowledge and underpinned by our unique shared ownership culture and driven by our long-term approach to build the best business in our space. And finally, on to our key takeaways. A strong first half of 2024, with momentum from 2023 carried into this year, allowing us to deliver a robust performance and accelerated start to the Cosmos era. Demonstrated by record new business wins, strong net organic growth, particularly in the United States, and an improved EBITDA margin period on period. From an M&A perspective, we have made a fast start to Cosmos with four deals completed or announced in the period and two post-period end, including the significant acquisition of Cititrust. Cementing JTC is the world's leading independent provider of trust company services. And we continue to see opportunities for further M&A, but will remain disciplined in our approach. Looking forward, we are seeing a strong performance in the early part of H2 across the group and we are confident that we will deliver full year results in line with management guidance and market expectations. So thank you for listening and for your ongoing support. We'll now be happy to take your questions.