AGF Management Limited

Hello, and thank you for standing by. And welcome to the Q2 2024 AGF Management Limited Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask the question during this session, you will need to press star 1-1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 1-1 again. As a reminder, this call is being recorded. I would now like to introduce your host for today's conference, Mr. Ken Tsang. You may begin.

Thank you, operator, and good morning, everyone. I'm Ken Tsang, Chief Financial Officer of AGF Management Limited. Today, we will be discussing the financial results for the second quarter of fiscal 2024. Slides supporting today's call and webcast can be found in the investor relations section of AJF.com. Also speaking on the call today will be Kevin McCready, Chief Executive Officer and Chief Investment Officer. For the Q&A period following the presentation, Judy Goldring, President and Head of Global Distribution, and Ash Lawrence, Head of AJF Capital Partners, will also be available to address questions. Slide 4 provides the agenda for today's call. After the prepared remarks, we will be happy to take questions. With that, I will now turn the call over to Kevin.

Thank you, Ken, and thank you, everyone, for joining us today. At the end of the second quarter, our AUM and fee-earning assets reached $47.8 billion, up 16% from a year ago. Adjusted diluted EPS was $0.35 in the quarter. In addition, we have $329 million in short and long-term investments on our balance sheet, with net debt of $36 million. Our financial position remains strong, which provides us with flexibility in our capital allocation strategy. Our investment performance strengthened in the quarter. One-year performance improved to the 45th percentile in the current quarter, while three-year performance improved to the 44th percentile. On March 8th, we closed our transaction to acquire 51% of Kensington Capital Partners, and we've consolidated their results starting this quarter. Ken will speak more to this later on. Finally, the board declared an 11.5 cents per share dividend for Q2 of 2024. Starting on slide six, we will provide an update on our business performance. On this slide, we break down our total AUM and fee-earning assets in the categories disclosed in our MD&A and show comparisons to the prior year. Our mutual fund AUM increased 14% year-over-year, outpacing the industry, which increased by 10%. Our ETF and SMA AUM increased 29% year over year. I'll provide more color on our mutual fund business and ETFs and SMA AUM in a moment. Segregated accounts and sub-advisory AUM decreased by 8% compared to the prior year. As we had previously disclosed in the last quarter, we had redemptions of approximately $900 million, mostly coming from one institutional client. The redemption was driven by the client's shift towards passive management. Our private wealth AUM increased by 12% compared to the prior year to $8 billion. And our AGF Capital Partners AUM and fee-earning assets were $4.7 billion at the end of the quarter, up $2.6 billion from the prior year due to the closing of the Kensington transaction. As a reminder, New Holland Capital's AUM of $7.4 billion is not consolidated into AGF's total AUM and fee-earning assets. Turning to slide 7, I'll provide some details on the mutual fund business. Canadian mutual fund industry experienced net redemptions of about approximately 4 billion in the quarter, which is about flat to the prior quarter. This is the industry's ninth consecutive quarter of net outflows since interest rates started increasing in Q2 of 2022, which resulted in net outflows of over 140 billion for the industry. Over the same period, our retail mutual fund net flows have been about flat. AGF mutual fund net redemptions were $112 million in the quarter, which is an improvement of 10% quarter over quarter, mainly driven by an increase in gross sales. Looking forward, we continue to take a long-term approach to increasing our penetration and high growth distribution channels by diversifying our capabilities and offerings. I want to now give a quick update on our investment performance. AGF measures mutual fund performance by comparing gross returns before fees relative to peers within the same category, with the first percentile being the best possible performance. Our one-year performance was in the 45th percentile, a market improvement from the 68th percentile in the first quarter. As referenced in prior calls, our one-year performance has been benefited as the weaker performance experienced in the spring of 2023, driven by extreme market narrowness, has rolled off. Our long-term performance remains solid and strengthened further in the quarter. At the end of the second quarter, three-year performance is in the 44th percentile, and approximately 60% of our strategies are outperforming our peers on a three- and five-year basis. Now, turning to slide eight, it shows our ETF and SMA AUM. The AUM in this category has grown 49% on a compound basis over the last two years. Included in this number are Canadian and U.S.-listed ETFs, and SMA platforms globally. We have seen consistent growth and momentum in the SMA business, both in the US, Canada, and in Asia, where a number of our strategies are available on a leading SMA and wealth management platforms. Notably, the AGF Global Select ADR Constrain strategy was recently named the winner in the global category at the SmartX 2024x Awards. And the AJF U.S. Large Cap Growth Equity Strategy was named a finalist in the large cap category. With that, I'll turn the call back over to Ken.

Thanks, Kevin. As Kevin alluded to earlier, we acquired a 51% interest in Kensington on March 8th, and we have consolidated their partial quarter results into our financials on page nine. The results shown here represents 100% of Kensington's revenues and expenses. The 49% non-controlling interest would be subtracted out at the net income level. As you can see, Kensington will start to meaningfully contribute to AGF Capital Partners' results. On slide 10, we've provided details on some adjustments that we'll be making to our EBITDA as a result of the Kensington acquisitions. These adjustments should allow us to more easily compare quarterly results and provide more visibility to you as you model out the AGF Capital Partners business. The Kensington transaction gives rise to various contingent considerations and put obligations. These liabilities are fair valued each quarter with the difference flowing through the P&L. We have also created a long-term incentive bonus program for certain Kensington employees associated with performance fees to be received on prior legacy investments. During the quarter, we recorded a $6.5 million accrual for this LTIP expense. These accruals and fair value adjustments have no immediate cash impact and create noise or EBITDA quarter to quarter. As a result, we have adjusted for these items in addition to severance, corporate development, and other acquisition-related expenses in arriving at our adjusted EBITDA figure. Slide 11 reflects a summary of our financial results with sequential quarter and year-over-year comparisons. Adjusted net income attributable to equity owners for the current quarter was $23.6 million, which is $10.1 million lower than Q1 and $7.6 million lower than the prior year. The lower net income is mainly attributable to outsized fair value adjustments on our long-term investments in the comparative prior periods, which I can speak to in a minute. Adjusted SG&A expenses increased by $6 million from Q1 to Q2, mainly as a result of consolidating Kensington's results. You'll recall in Q1 we increased our SG&A guidance by $18 million for 2024, or roughly $6 million per quarter, to account for our acquisitions. We are on track to meet our full-year adjusted SG&A target. Our expense guidance does not include any expenses related to performance fees and carried interest earned by our partners, such as any LTIP accruals. It also does not include severance and corporate development expenses. Finally, it assumes investment performance and fund sales and the AGF stock price trades within a certain level. With the growth of the AGF Capital Partners business, we'll be splitting out these financial results to provide more clarity on the growth of the respective businesses. Within our traditional asset and wealth management business, net revenues for the quarter were $85 million, which is $6 million higher than Q1 and $7 million higher than a prior year. This is mainly due to higher AUM. Within our AGF Capital Partners business, revenue was 12 million in the quarter, which is approximately 12 million lower than Q1 and 6 million lower than the prior year. Recurring manager earnings this quarter was 7.3 million, up mainly because of the Kensington acquisition. Revenues from long-term investments were 4.7 million this quarter, compared to 23.4 million in Q1 and $16.3 million in the prior year. The decrease is due to a large fair value adjustment reported in both the prior quarter and Q2 of last year. As a reminder, AGF participates as an investor in some of our partners' funds, benefiting from valuation increases and distributions from those funds. While fair value adjustments on the investments can be lumpy quarter to quarter, we remain conservative in our guidance and target annual returns of roughly 8% to 10%. Since inception, our investments have returned an IRR in excess of 12% on a net basis. Turning to slide 13, I will walk through the yield on our business in terms of basis points. This slide shows our average AUM, net management fees, adjusted SG&A, and EBITDA as basis points on our average AUM in the current quarter previous quarter and trailing 12 months. This view excludes AUM and related results from capital partners as well as DSC revenues, other income, severance, corporate development, and acquisition-related expenses. The Q2 2024 net management fee yield was 75 basis points, which is two basis points and one basis point higher than the previous quarter and the trailing 12 months. The increase was mainly due to a performance fee we received from an institutional client. Adjusted SG&A as a percentage of AUM was 51 basis points this quarter, which is one basis point lower than a prior quarter and flat to the trailing 12 months. This resulted in an EBITDA yield of 24 basis points this quarter, which was three basis points and two basis points higher than the previous quarter in a trailing 12 months. Turning to slide 14, I will discuss the free cash flows and capital uses. This slide represents the last five quarters of consolidated free cash flows on a trailing 12-month basis, as shown by the orange bars on the chart. The black line represents the percentage of free cash flows that was paid out as dividends. Our trailing 12-month free cash flows was $76 million, and our dividend as a percentage of free cash flows was 37%. In the same period, we returned 42 million to shareholders in the form of dividends and share repurchases under our NCIB. Our cash balance at the end of May was 44 million, and we have 329 million in short-term and long-term investments. We have 80 million in long-term debt and 70 million remaining on our credit facility, which provides credit to a maximum of $150 million. Our remaining capital commitment to our existing Capital Partners LPs is about $16 million. Taking all of that into account, we have ample capital to deploy even after considering our 51% acquisition of Kensington and our strategic investment in New Holland Capital. Our future capital allocation will be balanced and includes returning capital to shareholders in the form of dividends and share buybacks, as well as investing in areas of growth. redeploying our remaining excess capital to drive growth and generate recurring earnings remains a key strategic priority. Before I pass it back to Kevin, let me take a minute on slide 15 to look at our market valuation. AGF's current share price is approximately $8.50, and our enterprise value is approximately $590 million. Taking our $329 million of short-term and long-term investments into account, our remaining enterprise value is about $260 million. This implies a 2.4x EV to EBITDA multiple on our 2023 adjusted EBITDA, excluding income from our long-term investments. Comparing this multiple to those of other traditional and alternative asset managers would suggest potential upside to our valuation. I will now pass it back to Kevin to close out the presentation.

Some of the second quarter, we continue to make great progress against a number of our strategic objectives. Our investment performance is strong. Our AUM and fee-earning assets continue to climb, reaching $48 billion. And we are delivering against our AGF capital partner strategy through our investments into Kensington and New Holland. We continue to tightly manage our cost base while investing for growth. I want to thank everyone on the AGF team for all their hard work, and we will now take your questions.

Thank you. Ladies and gentlemen, as a reminder to ask the question, please press star 11 on your telephone and then wait to hear your name announced. To withdraw your question, please press star 11 again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Gary Ho with Desert Jones Capital Markets. Your line is open.

Thanks for the morning. Any first questions for Kevin? Sounds like a good rebound in your fund performance side. Can you maybe provide a bit more color where you're seeing opportunities and how are you positioning your strategies? Or is it just really just lapsing the tougher kind of year-over-year number in Q1? And maybe elaborate on your thoughts on rate cuts and how you're positioning your funds that way.

Yeah, thanks, Kerry. Good morning. Yeah, as we had talked previously, a couple of things going into this. One is you identified rolling off that patch from last spring of 2023 when we saw that real narrowness of the market. If you recall, this was the convergence of that Silicon Valley bank issue, which I think scared people into thinking this was the OA crisis again. At the same time, the AI phenomenon was emerging. And so you think about March, April, May, basically the only things working were a few Megacab names. Obviously, as you know, we have a pretty diversified mix of things that we do. So uncharacteristic quarter for us last year. We had a really strong April and May for us. So think on the complex things that are in the 30s kind of percentile, with, again, one being best. So as we lapped off those very difficult ones and put those on, that puts us right back, as we thought, to track. Going forward, I think the market is going to struggle with this idea of a lot or success of rate cuts. Until you actually see a series of them in the U.S., I think that's where you're going to finally see the broadening out. And we've been able to plow through that, again, in a difficult part of this first half of the year as well. Going forward, I think rate cuts do materialize. From a positioning standpoint, we have not changed much. We're pretty close to being neutral. In our balance portfolio, in terms of that mix of fixed income and equities, a little bit of cash, and we still have a pretty good hedge on in terms of market probabilities with kind of an anti-beta ETF in there. But net-net, I think performance is that, you know, we do a bunch of different things. Our growth mandates have hung in there well, despite this being a supercharged growth market. And across the board, again, we have a pretty good mix of things working for us right now. So it's not one thing in specific, I would say, Gary.

Okay, that's great. Maybe next question, perhaps for Judy, just against that backdrop that Kevin just mentioned. How are you envisioning your flows in the back half of the year? Any updates from a quarter of the day standpoint?

Well, I guess what I would say is that we are pretty confident with the strong performance around positioning our platform predominantly in the growth area. We've got strong performance across the U.S. growth and the global growth mandates as well, have very good performance on the fixed income. We think as investors start to move out of the HESAs and the money market funds, they'll be looking to come back into market. And I think our platform being diversified and well, good performing mandates that we're just positioned to capture. capture the flows. Kevin, did you want to add anything?

Yeah, I think, Gary, as we've talked about, we're in a period where flows in the industry are starting to flatten out and stabilize. We thought that that would look like this in the first two quarters. The first move out will be people, once you hear that rates or think that rates have stopped rising, you're going to move out of cash and go into the bond account or the fixed income world to pick up duration. So when they start to cut rates, you can see some, not just the coupon, but get that return kicker. And that's what we're seeing. If you look at flows, on the industry level, heavily out of balance funds right now, but positive on the fixed side. So while the industry looks negative, it's flattened out. To Judy's point, once you actually start, and going back to my prior comments, once you start to see rates being cut fairly aggressively, GIC rates will drop even faster. That will move money out and back into the industry. So our backdrop is really still what we said last quarter, kind of a late half story to see the industry turn. But quarter over quarter, with a seasonally obviously strong Q1 because of the retirement funding season RSPs, Q2 for us actually came in on a gross basis even stronger. So that's a pretty good indicator and a combination of, again, performance, but flow is probably picking up for the industry later in the year. But tracking kind of where we thought.

Okay. Great. And maybe a question for Ash as well. I think he's online. Just wanted to see what you're seeing in the M&A pipeline. looking on the private side, now that you've got two under your belt, are you seeing more activity or are you kind of more focused on integrating the two that you've done, Kensington, New Holland Capital, first before reengaging in additional platforms here?

Thanks, Gary. So I'd say a few things on the pipeline. I think the activity in terms of closing those two transactions in the first part of this year has certainly caught some awareness out there, and part of our pipeline is now inbound-based as managers see the activity and are starting to see the vision that we see for AJF Capital Partners. But you are 100% correct on your latter point in that we do want to make sure we get off on the right foot with our partnerships with Kensington and New Holland, and so some of our time and resources is dedicated to that onboarding. I'd say the other factor is now that we do have those two deals on the books, we are being a little more precise or refined in terms of our target profile for future managers that we'd like to bring on board. That's both in terms of the obvious one sector, as we've now knocked a couple of sectors off the table with our current partners, but also a little bit in terms of geography and manager population in the U.S. versus Canada. as well as some of the evolution we've seen in certain sectors. As an example, you know, private credit in the U.S., where certain parts of private credit have become a little saturated, and we're conscious of that as we look at managers as well. The other one we're thinking about is, you know, real estate being at or maybe near bottom, and given the deal timeframes and our manager conversations, We might be in a pretty good time in 25 from a deployment perspective, and perhaps more importantly, we're in a much better place today in terms of being able to diligence those managers and their track records versus 12 months ago in real estate where it was still a little opaque as to what was going on. So maybe the quick summary is our pipeline is active, but we are balancing that with making sure that our existing partnerships, we pay enough attention to those, especially in these early days.

Okay, that makes sense. Thanks for your comments. And those are my questions. Thank you.

Thank you. Please stand by for our next question. Our next question comes from the line of Nick Pree with CIBT Capital Markets. Your line is open.

Okay, thanks. I just wanted to drill into some of the accounting noise this quarter with the Kensington transaction. Just a few points I wanted a bit of clarification on. The $6.5 million of SG&A that was related to the long-term incentive program at Kensington, as I understand it, the value of Kensington's investments will be mark-to-market quarterly, and so there will be a corresponding fluctuation in the level of unrealized carried interest. Now, there's a portion of unrealized carry on investments that were made prior to the acquisition that would accrue to the team, the Kensington team. Is that the $6.5 million recorded in SG&A. Am I thinking about the interpretation of that correctly in the sense that it's really just some accounting noise that we should be looking through here?

Hey Nick, it's Ash. Maybe I'll just quickly start with some background on the program and then hand it over to Ken. But earlier this year, so as you can tell from looking at the financials, Kensington implemented a new compensation plan, and that included a long-term incentive component tied to the performance fees and carried interest that their funds generate. This is a pretty typical, as you may be aware, a pretty typical structure for compensation plans in the private equity or private capital world and aligns deal team members with achievement of performance. Typically, you would see firms pay out somewhere between the 40% and 60% of carried interest or performance fees through these long-term incentive plans to employees. If I were to say that another way, if there was $10 of performance fees generated in any given year, on average, $5 of that will be paid out through the long-term incentive bonus plan, and the balance of that being retained by the firm. Now, there's a little bit of a disconnect between what I just described, which I'll just call the actual cash occurrence in a given year versus the accounting treatment. So maybe I'll hand it to Ken to tackle that.

Yeah, thanks, Ash. Nick, you're right. From an accounting perspective, the cumulative amounts of the future LTIP payments are recognized up front before any of the fee revenues are actually earned. And given that this is a new plan, most of this expense is front-loaded, I would say, over the course of the next two years or so. As Ash had alluded to earlier, on a cash basis, though, you should recall that revenues will far exceed the actual LTIP expense that's actually paid.

Got it. Okay. And on the adjusted earnings, I think there was only $2.5 million that was added back to arrive at the adjusted earnings. How do you get from the $6.5 to $2.5 there? Okay.

Oh, yes. There were a couple of components from the adjusted earnings perspective, Nick. There were three components. There was a six and a half that was added back. 1.7 million of that was just our typical severance and corporate development expenses. And the remaining sort of 2.2 million are other sort of fair value adjustments on other contingent considerations and put option obligations. This last component relates to some of the acquisition related liabilities that arose as a result of the transaction. And these liabilities fluctuate quarter to quarter, and the difference of that is added to the P&L. They're non-cash based, and as a result, we felt it was appropriate to add that back to adjusted earnings as well.

Got it. Okay. Maybe just last one for me. I noticed that the average net management fee rate had ticked up sequentially from 73 to 75 basis points in the quarter. Is there anything specific that you'd attribute that to? Is that just asset mix?

Yeah, mostly asset mix, and we have one institutional client that we have a performance calculation on in our loan-only business that actually generated a performance fee there that just kind of helped flatten that line out. But a little bit was mixed as well, Nick.

Got it. Okay, I'll pass the line. Thank you.

Thank you. Please stand by for our next question. Our next question comes from the line of Jeff Kwan with RBC Capital Markets. Your line is open.

Hi, good morning. I just wanted to follow up. I don't know if I missed it, but was there a specific Q3 to date retail net sales number? But just more broadly, it sounds like you are maintaining kind of the comments you made last quarter around seeing some flows going into the fixed income funds in the context of where rates and where they may be moving. Is that correct? Just want to take a look at the industry flows post our species and it didn't look entirely obvious. And are you seeing that delta kind of pick up whether or not it's through Q2 or what you're seeing into Q3?

Let me start. So month to date, Q3 I guess to date, we're at about 43.5 million as of yesterday end of day in terms of redemptions. So that's the current number. In terms of our flows, our strongest flows really are going into our global growth and U.S. growth mandates. We are seeing some flows into our fixed income, but I think proportionally more so into the equity side from our end. That's largely because we are an active manager, obviously, and most of our assets are obviously in the equity space. Kevin, I think, wants to add another comment.

Yeah, no, I'll just go back to my comments that maybe you were questioning, Chester. which is when I look at Q2 from the industry level, you know, the outflows look like balanced accounts are about 9.6. You had equity outflows were kind of flat. And then you had fixed income. It looked like when I looked at it, you know, about a $3 billion kind of in number. So while the industry was out, it was really being masked by the outflows on the balance side. And while down from Q1, fixed income is still positive, I think, on the industry level.

Okay. And just my second question was just – pipeline on the institutional side and just on the SMA business, are there other opportunities you have or are working on or opportunities just more broadly in terms of trying to expand the relationships you've got there?

Yeah, thanks for that question. So, two core areas that we're really focused on within the SMA space, internationally we've established a strong partnership with a group out in Asia. That started in October and we continue to add new mandates in different jurisdictions and regions in Asia. and that to date from about October we've seen about 100 million in flows, and that will just continue to grow over time. That's just almost a retail-like kind of situation in terms of where the flows are coming from. We have seen continued growth in our SMA across the board, about a 7% quarter-over-quarter increase and 30% year-over-year, and I think Kevin mentioned in the earlier call the 49% increase in the past two years. So that does continue to be an area of focus for us, In the U.S. in particular, we continue to focus on getting on large TAMP platforms. We just are in the process of onboarding on three more as we just continue to believe that the model marketplaces will be the future growth engines for U.S. wealth management businesses in the U.S., so that continues to be a focus.

Yeah, I'd add on that, Jeff, that, you know, Judy's right. The SMA and ETF business was about 7%, and SMAs alone were about 13% in the quarter. And you look at that year over year, the SMAs are tracking something like a 70% increase now. So we continue to see that acceleration on the SMA side. Pretty broad basis, Judy said, not just Canada but U.S. and now a newer relationship internationally.

And if you actually look at our Canadian SMA business, that growth rate would, again, you can't see the direct correlation with our mutual fund redemptions as against the SMA, but it probably would take our mutual fund redemptions down by about half.

Okay. Got it. Great. Thank you.

Thank you. As a reminder, ladies and gentlemen, that's star 1-1 to ask the question. Please stand by for our next question. Our next question comes from the line of Graham. Graham riding with TD Securities. Your line is open.

Hi. Good morning. Is it possible to actually give us like an organic growth number for your SMA ETF platform in the quarter?

Organic growth number?

Like flows?

Yeah, I mean stripping out market gram. Yeah, exactly.

Maybe something you can give us in the future, just in your disclosure. It seems like an important part of your business. It would be nice to see how it's actually growing organically.

Yeah, no, I hear you. We'll take that away. Thanks, Graham.

Okay, great. The other one I just wanted to touch on is just free cash flow. It seemed a little bit light in the quarter. Is there anything that you would sort of call out, or is there any timing that maybe was impacting free cash flow in the quarter?

Yeah, great question, Graham. I can take this. Free cash flow is really – it includes a lot of the non-adjusted – SG&A items, right? And so you recall in the last couple of quarters, because of the acquisitions, we've had a number of acquisition-related expenses which have been adjusted out of SG&A, but they're actually included in the free cash flows. As we sort of move back to a steady state from a business perspective, I would expect free cash flow to be back to normal levels of occurrence.

Okay. Okay, understood. And then just on Kensington, is there any sort of guidance you could give us on what you're expecting here in terms of like run rate management fees, EBITDA, and then maybe the performance fee potential that you expect from this business?

Yeah, I would say, Graham, the quarterly results that we provided provides generally a pretty good run rate, sort of steady state, if you will, from a management fee, revenue, and expense base perspective. I would say for the quarter, just a little bit of timing difference on the SG&A side as well as on the revenue side, but on a net basis overall, that's a pretty reasonable number to assume going forward.

Okay, that's it for me. Thank you.

Thank you. As a reminder, ladies and gentlemen, that's star 11 to ask the question. I'm showing no further questions in the queue. Thank you, ladies and gentlemen. This concludes today's conference call. Thank you for participating. AGF makes... Earnings call will take place on September 25, 2024. Ladies and gentlemen, you may now disconnect.