Bell Financial Group Limited (ASX:BFG)
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AGM 2022

Mar 31, 2022

Alastair Provan
Chairman, Bell Financial Group

Morning, everyone, and welcome to the Bell Financial Group 2022 Annual General Meeting. My name is Alastair Provan, I'm your chairman. We have a quorum, and I'm pleased to declare the meeting open. Today's meeting is being held online via the Computershare meeting platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Attending online today are my fellow directors, Graham Cubbin, who's standing for re-election, Brian Wilson AO, and Christine Feldmanis. In addition, attending online are Cindy-Jane Lee, our Group General Counsel and Company Secretary, Dean Davenport, who's the Group CFO, Brendan Goff, Group Head of Compliance, and Chris Wooden, our auditor from KPMG.

The notice of meeting was made available to all shareholders, and copies are available from our ASX announcement on the eighteenth of February. I'll take the notice of meeting as read. We'll begin the meeting today with a presentation, then go through the formal proceedings, which this year include three resolutions. Voting will be conducted by a poll on all items of business, and voting is now open. If you're eligible to vote, press the Vote icon. The resolutions will appear on your screen, along with for, against, and abstain voting options. Simply select one of these options to cast your vote. You will receive a vote confirmation notification on your screen. You can vote at any time throughout the proceedings, and you can change your vote up until the time I declare the voting closed.

I will give you a clear prompt later in the meeting to warn you of the close of voting. Online attendees can submit questions at any time. To ask a question, select the Q&A icon, type your question into the text box, and once you've finished type, typing, please hit the Send button. To ask a verbal question, please follow the instructions written below the broadcast. Please note that while you can submit questions from now on, I will not address them until the time for questions towards the end of the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, combined together. We'll now run through the presentation. This first slide summarizes some of the key highlights achieved by the group throughout 2021.

They're all the obvious metrics: revenue, profit after tax, EPS, dividends per share, gross dividend yield, return on equity, price earnings multiple, technology and platforms revenue, and funds under advice, all of which I intend to expand on as we go through the presentation. I think it's worth noting that in many ways, 2021 was a repeat of 2022. We had ongoing uncertainty with rolling lockdowns, border closures, working from home, travel restrictions, record lower interest rates, and ongoing fiscal stimulus. Against that backdrop, it's pleasing to report the group recorded another outstanding result, which was just shy of the record result we achieved in 2020. Revenue for 2021 was AUD 210, twenty. Sorry, AUD 292 million, which was down marginally on 2020, and that was due mainly to a reduction in year-on-year equity capital market revenue.

We had a five-year CAGR of 9.2%. 2021 EPS of 13.8% was slightly down. It was down 5.5% on 2020, and that produced a five-year CAGR of 15.3%. Our profit after tax of AUD 44.1 million was also down 5.5% on the previous year. The reduction resulted from marginally lower revenue and an increase in our overheads reflecting our ongoing investment in technology. 5-year CAGR of 20.9%.

We paid AUD 35.3 million in fully franked dividends in 2021, and that was up 4.8% on the 2020 dividend payout, and there's a five-year CAGR of 15.4%. A 22.6% EBITDA margin in 2021 produced a five-year CAGR of 8.9%. BFG has consistently outperformed the S&P/ASX 200 Accumulation Index on total shareholder return over an extended period. A 26.4% return on equity in 2021 resulted in a five-year CAGR of 15.5%.

We have a strong cash-backed balance sheet with no core operating debt, and I think it's important to understand and to know that the only debt that appears on the balance sheet relates to the funding of the Bell Potter Capital Margin Lending book, which is conservatively geared and secured against client-listed cash equities and managed funds. Based on the BFG closing price on the 31st December 2021 of AUD 1.865, we had a market capitalization of AUD 598 million. We had an EV to EBITDA ratio of 7.1x. We had a gross dividend yield of 8.4%, and our price-earnings ratio was 13.6 x. The next slide, I think, is a strong growth slide. In 2021, our funds under advice grew by 19% to AUD 75.9 billion. Our CHESS-sponsored holdings increased by 20% to AUD 69 billion.

Sponsored assets in our Portfolio Administration Service, which we refer to as PAS, grew to AUD 3.8 billion, which is up 6% year-on-year. Total client cash at the end of the year was AUD 1.63 billion. AUD 481 million of that was held by Bell Potter Capital, which is a 10% increase on 2020. The Bell Potter Capital loan book increased by 11% over the course of the year to AUD 534 million, and we had superannuation solution assets of AUD 952 million, and that was up 12% on the previous year. Our corporate structure remains very simple. We have three very distinct and complementary business units. They are all fully owned subsidiaries. Bell Potter Securities is our retail and institutional broking business, and that encompasses retail equities, both domestic and international. Institutional equities. Our equity research team, which now has 17 in-house publishing analysts.

We have a 24-hour futures and foreign exchange desk. We have a fixed income desk. Obviously, we're active in equity capital markets, and we have a syndication desk. Third-party platform, that's our technology and platforms business, and that has six distinct business units. Bell Direct, probably the best-known name, is our proprietary online retail broking platform. Over the years, it's won many industry awards, and in recent years and currently services more than 59,000 trading retail clients. Bell Direct Advantage is a newer service, and that provides general advice to high-net-worth clients. Desktop Broker provides execution and clearing services to the financial planning industry, and currently has agreements with over 3,700 financial planners servicing more than 47,000 trading clients. We provide a white label online broking service. That's a turnkey online broking solution, and the current clients include Bell Potter Online, Macquarie, and HSBC. Third-party clearing.

TPP is an ASX general participant that provides third-party clearing services to Bell Potter Securities Limited and has commenced providing clearing services for Macquarie Equities Limited. We have a continuous development program of proprietary platforms and software applications for our dedicated TPP and BPS development teams, from our TPP and BPS development teams, both in Sydney, Melbourne, Perth, and Kuala Lumpur. Most recently, we appointed a new technology officer, Chief Technology Officer, who did this in November. This is a new and key appointment for us. Our CTO is assisting with the implementation of our technology strategy and roadmap and is in the process of consolidating and integrating our various technology teams into a single cohesive unit.

Across the TPP and BPS, across the group, we have a dedicated team of 102 IT systems and software development specialists, and they're located in four offices in Australia and Malaysia. Bell Potter Capital has a number of products and services, which include our Portfolio Administration Service, which we refer to as PAS. Bell Potter Super Solutions. We have the Bell Financial Trust, which is client funds at call. We have the Bell Potter Portfolio Lending. We have Bell Geared Equities Investment, which is a structured loan product, and we have the Bell Equity Lever product, which is another structured loan product. Bell Potter is essentially our retail institutional equity capital markets business. Brokerage from our institutional and retail desk was AUD 104.4 million for the year, consistent with 2020.

Coincidentally, business brokerage or fee income from our equity capital markets desk was also AUD 104.4 million, which was down slightly 4.2% on a PCP basis. AUD 28.8 million after tax was down 13% on a PCP basis, but it also retains a 27.9% five-year compound annual growth rate. During the course of the year, we executed successfully 101 transactions, equity capital market transactions. We raised in excess of AUD 2.6 billion in new equity capital, and our ECM team continues to be a market leader in the small and midcap segment in the Australian market.

The next three slides are simply examples of some of the corporate transactions that we successfully completed in 2001, and you can view them at your leisure. Technology and platforms. That's third-party platform. We've had consistent growth in revenue, profit, sponsored holdings and client accounts over an extended period. With strong revenue growth across 2021, which continues to validate our ongoing investment in this space. Revenue of AUD 27.8 million was up 14% on the previous year and produced a five-year CAGR of 18.2% with a AUD 4.8 million profit after tax and a AUD 32.4 billion in sponsored holdings. We have 234,000 client accounts, and that's up 13% on the previous year.

TPP is now clearing 1/3 of Bell Potter Securities trades, with the remainder expected to be cleared from mid-2022. The result will be a AUD 2 million plus release in cost synergies. In 2021, we also signed our first external third-party clearing client, which is Macquarie Equities Limited. We ran a successful pilot program in the third quarter of 2021 and migration commenced clearing first tranche of clients in late November. The remainder of the clients, which we will anticipate with doubling the volume, are expected to transfer by the thirtieth of June this year. Third-party clearing will obviously continue to be a key business strategy for TPP. Bell Potter Capital, which is our products and service business.

Number of products which you mentioned briefly, margin lending, structured products, client funds at call and PAS and Super Solutions. We remain the only non-bank margin lender in the Australian marketplace. AUD 39.9 million in revenue, AUD 10.5 million in profit after tax. We have a AUD 455 million loan book at 31 December. AUD 481 million client funds at call, and we have AUD 4.5 billion in client funds under our portfolio, AUD 4.4 billion of client funds under our portfolio administration and superannuation platforms. Our strategy remains simple. Our business strategy is one for growth, and it's growth through our full-service broking businesses augmented by continuous investment in leading-edge proprietary technology.

Our systems and platforms include Fusion, which is an in-house desktop application covering all aspects of the advisor's day-to-day function. IQ, which is a price discovery and trade execution platform, and third-party platform, which I've also recently mentioned, and market-leading integrated online trading platform. Our products and services, which I've just also mentioned, include Bell Potter Portfolio Administration, our personal superannuation solution, the Bell Financial Trust, Bell Potter Portfolio Lending, which is our margin lending business, Bell Potter Super Lending, and our two structured loan products. Third-party platform and Bell Potter Capital. This is our strategy, which is our investment in proprietary technology platforms and our products and services business. It's key to our ongoing business development. The result is more efficient and better outcomes for our staff and for our clients.

Combined revenues in 2021 of AUD 67.7 million was a 10.1% increase on the previous year, representing 23% of total group revenue and has a current five-year CAGR of 11.8%. Our profit after tax of AUD 15.3 million was a 12% increase on the previous year, and that's now representing 34.7% of total group profit and has a five-year CAGR of 13.6%. We now have approximately 9% of our funds under advice, i.e., AUD 7 billion, currently using our various products and service, and that number is growing. I'll give you a very early update on where we are in the first quarter. It's fair to say we have a quieter start to 2022 than we've had in recent years.

Investors have taken a more cautious approach to the markets while analyzing the impact of the Ukrainian-Russian conflict and the Chinese position, and that's against a backdrop of ongoing supply chain issues, rising interest rates, inflation concerns, and increased energy prices. We estimate group revenue of approximately AUD 57 million for the first quarter, and that's a 13% decrease in the previous corresponding period. We estimate group profit before tax of about AUD 8.3 million, and that is actually a 30% decrease on the previous corresponding period. Interestingly enough, both January and March numbers for this year were broadly in line with the previous year, while February was a particularly strong month in 2021, and that accounts for most of the difference.

Predictably, ECM has experienced a downturn in revenue over the first quarter. However, we have an extremely strong pipeline of work in progress, which we'll look to execute successfully over the coming months. Our funds under advice at AUD 77 billion, we're up 1.4% from 31st December. Our share price has come under pressure recently, which is obviously disappointing, I think, given our performance over a long period and our growth strategy, which is based on our ongoing investment in proprietary technology, and I think the success of which can be measured by its increasingly meaningful contribution to our numbers, and one which we remain committed to.

Revenue in this area was up 5% to AUD 17.4 million for the quarter, and profit before tax was up 6% to AUD 5.7 million. I also think it's important that while we've had quite a start to the year, all our businesses or business units remain profitable for the first quarter. As you'd be aware, three entities in the BFG group were issued notices by AUSTRAC on the sixteenth of February, 2022, requiring the appointment of an external auditor to examine and report on certain aspects of their compliance with the AML/CTF Act. An external auditor has not yet been engaged, and once they are engaged, they will have 180 days to prepare and finalize their report.

There is no requirement that AUSTRAC take further action at the end of that audit process, and it's too early to speculate on what the audit findings might be. We will obviously work constructively with AUSTRAC and the external auditor to ensure our AML/CTF compliance is both robust and appropriate. Just to finish up on that presentation. On a sad note, our founder, Colin Bell, passed away after a long and debilitating illness on the fourteenth of February this year. Colin was an extraordinary, larger than life character whose drive and enthusiasm has been fundamental to the growth and success of our company since he started what was then Option Investments in 1970. Colin is greatly missed by everyone at Bell, and we send our condolences to his family. I'll now move to the formal business of the meeting.

The first item of the formal business is the tabling of the report. I now lay before the meeting the financial report, directors' report, and auditors' report for the company for the year ending 31 December 2021. Next, we have the resolutions. The first resolution relates to the reelection of Graham Cubbin. Graham is due to retire from office and being eligible offers himself for reelection. The board, in the absence of Graham Cubbin, unanimously supports his reelection, and I move that Graham be reelected as a director of the Bell Financial Group Limited. The summary of votes received before the meeting is now shown on the screen. We now move to consider the second resolution, which is the adoption of the company remuneration report for the year ending 31 December 2021.

The remuneration report is contained in the directors' report section of the annual report and sets out the policy for the remuneration of key management personnel of the company. The Corporations Act requires that resolution be put to the vote at the AGM that the remuneration report be adopted. The resolution is advisory only and will not bind the company or the directors. There are restrictions on voting on this item by members of the company's key management personnel and their closely related parties. Details of these restrictions are set out in the notice of meeting. I move that the remuneration report be adopted and the summary of votes received before the meeting is now shown on the screen. We'll now move to consider the third resolution, which is the amendment to the company's constitution.

The proposed amendment is the addition of a new article, 8.2A, which is now shown on the screen. The purpose of this amendment is to provide greater flexibility and clarity around the company holding general meetings, including AGMs, using technology, including virtual meeting technology only. Under the Corporations Act, the company may amend its constitution if the amendments are approved by a special resolution. This means that the resolution must be passed by at least 75% of the votes cast by shareholders. The board unanimously supports this special resolution, and I move that the constitution of the company is amended with immediate effect by adding the proposed new article 8.2A. The summary of votes received before the meeting is now shown on the screen. We will now take questions from shareholders if we have any questions. Are there any questions?

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Oh, this is Cindy-Jane Lee, the General Counsel and Company Secretary. We've received a couple of questions about the AUSTRAC requirement to appoint an external auditor. Do you have any further update, please?

Alastair Provan
Chairman, Bell Financial Group

Thanks, Cindy. I don't really have any further update. All I can do is reiterate what I said earlier in our report. I'm just unable to add any at this stage, except to reiterate, as I said, once the external auditor has been engaged, they will have 180 days to prepare and finalize the report. There is no requirement that AUSTRAC takes further action at the end of the audit process, but it's obviously too early to speculate on what the audit findings might be. Clearly, we'll work constructively with AUSTRAC and the external auditor to ensure our AML/CTF compliance is both robust and appropriate. Thanks, Cindy.

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

Alastair, we've received a question for the auditor, Chris Wooden of KPMG, from shareholder Robert Sloniker. The question is: Does KPMG offer any services in KYC, AML, CTF compliance? Does the KPMG BFG audit services agreement include any KYC, AML compliance services? Chris, would you please respond?

Chris Wooden
Auditor, KPMG

Thank you, Cindy, and thank you, Robert, for your question. Robert, as a firm, KPMG do provide a range of AML and KYC services such as advisory, internal audit, and investigation services, as examples. However, it is important to note that our work with Bell Financial Group is governed by independence requirements, which would restrict a number of these services. Our audit, currently is on the financial statements as a whole. As part of our audit of the financial statements, Robert, I can confirm there are no specific AML or CTF compliance obligations on our role as auditor. Thanks, Cindy.

Alastair Provan
Chairman, Bell Financial Group

Do you have any further questions, Cindy?

Cindy-Jane Lee
Group General Counsel and Company Secretary, Bell Financial Group

We have no further questions, Alastair.

Alastair Provan
Chairman, Bell Financial Group

Okay, we'll move on. I'd like to advise that shortly the voting on the resolutions will close, and we'll take a few moments to allow you to finish voting. Please complete your voting now. Okay, thank you. Voting is now closed. Please note that the final results will be advised to ASX and also made available on Bell Financial Group's website after the meeting. Thank you for your attendance today. As the business of the meeting is now completed, I declare the meeting closed. Thank you very much, everyone.

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