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Stock Focus
Sfg Australia (SFW)
1
HERE COMES THE BRIDE...ANALYSING A POTENTIAL SFW-WHG MERGER
RECOMMENDATION : POSITIVE
EAP remains Positive on SFW, with blended valuation of 52 cps
(note that this is our stand-alone valuation of SFW).
WHAT’s NEW?
 SFW-WHG merger talks. SFW has confirmed “media speculation
regarding a possible merger between SFG Australia Limited (SFW) and
WHK Group (WHG). SFW confirms that it has held discussions with WHK
in relation to a merger of equals and discussions are preliminary and
incomplete and there can be no assurance that a transaction will
eventuate”. Previous talks in 2010 did not result in a deal.
 We estimate 28% value accretion is achievable from 5% cost-
out of the combined WHG-SFW cost base. This is conservative, given
SFW extracted 11.7% cost-out from the Snowball-Shadforth merger.
 Revenue synergies and PE re-rating are possible additional upsides.
WHAT’s CHANGED? No change to our forecasts.
WHAT NOW? Post any merger, we expect investors will focus on:
 Synergy benefits: (i) We estimate achievable cost synergies are
at least 5% of the combined SFW-WHG cost base, creating ~31%
of total shareholder value. Table 1. (ii) Revenue synergies are
another potentially material benefit, but difficult to quantify.
While WHG is strong in accounting (78% revenue), SFW is weak in
accounting (2% revenue) but strong in financial planning and funds
management (84% revenue).
 Valuation re-rating potential: (i) High growth, high margin peers
trade on higher multiples than SFW and WHG eg. PTM’s
EBIT/revenue margin is 76% and its PE is 16.9x; PPT’s EBIT/revenue
margin is 23.6% and its PE is 17.9x. (ii) If MERGECO gains traction in
cross-sell, then margin expansion and up to ~15% valuation re-rating
could follow.
 Scale benefits include improved platform pricing. MERGECO’s total
$31bn FUMA exceeds PTM ($16bn FUM) and PPT ($27bn FUM as at
FY12), approaching BTT ($44bn), but behind sector leader HGG
($100bn).
 Acquisition potential. Comparable acquisitions PE multiples have
increased from 12.1x in 2009-10 to 17.7x in 2012.
Trading Data
Last Price $0.45
12 month range $0.32 - $0.47
Market Cap $328m
Free Float $167m (51%)
Avg. Daily Volume 0.3m
Avg. Daily Value $0.1m
12 month return (historical) 23.7%
Expected return improvement driven by both
structural (cost-out) and cyclical (markets
recovery) drivers.
Operating leverage to drive margin
expansion.
Earnings Forecasts
Yr to June 09A 10A 11A 12A 13E 14E
EBITDA ($m) 39.2 41.9 45.6 49.3
Rep NPAT ($m) 25.9 11.6 31.9 35.0
Adj NPAT ($m) 27.4 28.9 31.9 35.0
EPS (¢) 3.9 3.9 4.3 4.7
EPS Gth (%) (0.2) 10.3 9.6
PER (x) 11.6 11.7 10.6 9.6
PEG Ratio (x) 1.2 0.6 0.6 0.7
DPS (¢) 2.5 2.0 2.6 2.8
Yield (%) 5.6 4.4 5.7 6.2
Franking (%) 100% 100% 100% 100%
ROE (%) 17% 19% 19% 19%
EV/EBITDA (x) 7.9 7.4 6.4 5.7
Net Debt/EBITDA (x) (0.5) (0.4) (0.8) (0.9)
Int. Cover (x) (89.6) (94.6) (50.3) (29.0)
Valuation (blended) $0.52
George Gabriel, CFA
ggabriel@evansandpartners.com.au
October 29, 2012
+61 3 9631 9853
2
EAP VIEW
 The merger makes commercial sense and could be materially value accretive (subject to deal terms, equity
dilution, synergy capture etc.). Assuming 5% cost synergies results in 28% value creation. Table 2.
 5% cost synergies appears very conservative, given that SFW extracted 11.7% synergies ($10.5m cost out of
$90m combined cost base) from its Snowball-Shadforth merger (refer EAP Note, “Ready for Lift-Off”, Aug 12).
 Revenue synergies are a potentially significant source of value creation.
In the analysis below, our key conclusions are:
(i). Shareholder value could increase by ~28% from extraction of 5% cost-out of the combined
SFW-WHG cost base. This cost reduction appears achievable (and conservative even) based on SFW’s
targeted ~11% cost reduction from the merged Shadforth-Snowball. Table 1.
(ii). The businesses are complementary, and present both revenue and cost synergy opportunities. Table 2.
(iii). MERGECO would present an attractive investment proposition, with a steady revenue base, FUM
leverage, significant revenue cross-sell opportunities and M&A optionality.
(iv). MERGECO has reasonable prospects of up to ~15% PE multiple valuation re-rating if it can drive
cross-sell (of both accounting and funds management services) as well as margin expansion (through both
cost reduction and sales of higher margin and scalable funds management products).
(v). The average acquisition multiple of comparable businesses is 17.7x in 2012, which implies ~69%
total upside to SFW’s current trading multiple.
1. VALUE ACCRETION ANALYSIS
We estimate that a merged SFW-WHG (“MERGECO”) could reduce its combined pro-forma cost base by
5%. Our conclusion is based on the following:
 The integration of the Shadforth Financial Group (“Shadforth”) and Snowball Group is on track to extract
$10.5m in FY13F cost savings. These costs savings have been generated across 3 cost categories: (i)
portfolio administration supply contracts, (ii) property savings and (iii) duplicated functions.
 We expect that MERGECO will extract cost savings from these same 3 categories, given (i) increased
FUM is often a catalyst for improved pricing from platform providers; (ii) property savings could be material
given both have a national office footprint; and (iii) there are likely to be duplicated head office functions given
both groups are servicing a national footprint. Table 2.
 On a combined FY13F cost base of ~$96.5m (pre-cost reductions), this implies cost synergies of ~11%
across the total combined cost base is achievable in a merger of equals with comparable business
models. (Refer EAP Note, “Ready for Lift-Off”, dated 31 Aug 2012).
 Table 1 summarises our calculation of ~31% value accretion.
TABLE 1: VALUE ACCRETION ANALYSIS
A$M WHG SFW Calcuations MERGECO
FY13 revenue 430.0 135.0 565.0
FY13 operating costs 389.9 92.9 482.7
Assumed cost synergy 5%
Assumed synergy savings -24.1
FY13 operating costs post-synergies 458.6
Profit before tax 106.4
Tax rate 30%
Tax 31.9
NPAT 74.5
FY13 PE 11.2x 10.5x 10.5x
Mkt Cap ($m) 782
Total current market cap 281 328 609
Value accretion 28%
Source: EAP. Note that value accretion is subject to final deal terms, any potential equity dilution and realisation of synergies.
3
2. COMPARE AND CONTRAST
Table 2 summarises the comparison between WHG and SFW. Key conclusions are:
(i). Considerable property rationalisation scope exists, given both have national office footprints.
(ii). WHG’s New Zealand office network creates a new growth option for SFW, given SFW lacks a NZ
presence.
(iii). Approx. ~26% increased FUMA would provide a catalyst for renewed platform pricing discussions.
(iv). Material margin expansion opportunities, given WHG’s lower margin accounting franchise has
limited wealth management penetration. SFW is much higher margin, given its funds management
manufacturing capability and scalable platforms and financial advisory services. We believe that a
successful cross-sell of SFW’s funds management capabilities into WHG’s accounting client base would not
only drive margin and revenue growth, but also potentially a PE valuation re-rating of MERGECO.
TABLE 2: COMPARE AND CONTRAST OF SFW AND WHG
Comparison WHG SFW
Business Model
Wealth management focus Relatively weak revenue
contribution (~13% financial
planning revenue)
Strong financial planning/funds
management focus (86% revenue).
Mosaic brand white labels funds
managed by Dimensional; utilises
platforms of BT, Symetry and Colonial
Accounting and other
revenues
Strong accounting revenues
(~78% total FY12 revenue),
residual revenues from risk
and finance broking (~9%).
Limited accounting focus (~2% FY12
revenue). Some stockbroking (~2% total
revenue), insurance and mortgage
broking (~12%).
FUA $6.3bn FUA $24.5bn FUMA
Profitability
Revenue (A$M) $413m $118m
EBIT (A$M) $40m $42m
EBIT/revenue margin 9% 27%
FY13F cost/income ratio 90% 70%
National reach
Office footprint
19 offices across 5 Australia
States; 6 in New Zealand
14 offices in 6 States
Staff numbers 179 salaried advisers 120 salaried advisers
Valuation
FY13F PE multiple 11.2x 10.5x
FY13F EV/EBIT multiple 7.8x 7.0x
Source: EAP, company reports
4
3. WHAT WOULD MERGECO LOOK LIKE?
We believe MERGECO would present an attractive investment proposition, given its steady revenue
base (accounting fees), with FUM leverage (both cyclical recovery and long-term structural growth),
revenue cross-sell and margin expansion opportunities (selling accounting services into SFW’s client
base and funds management services into WHG’s client base) and M&A optionality (both as a target
and acquirer). Key characteristics of MERGECO would be:
 Defensive earnings base with FUM growth leverage.
o WHG’s $322m accounting revenue would provide relatively defensive earnings, comprising
~61% of MERGECO’s pro-forma revenue of $531m, and base. We would expect this defensive
earnings base to grow at GDP each year (the average of Australian Business Services revenue growth
from FY10-FY12 is 2.7% p.a.).
o SFW provides market leverage, with every 1% increase in the Australian equity index translating to
0.5% NPAT increase (refer EAP report, “Ready for Lift-Off”, dated 31 August 2012). At this stage, it is
not clear what MERGECO’s market leverage multiple would be.
 Margin outlook.
o MERGECO has a medium-term margin expansion opportunity as it reduces costs (property and staff
duplication; platform cost reduction) and cross-sold products into the respective client bases.
 Significant scale.
o MERGECO would be the 6th
largest listed diversified financial within its peer group. Chart 1.
o MERGECO’s FUMA would be ~$31bn. This would exceed PPT ($27bn as at FY12) and be
approaching BTT’s $44bn, but be well behind market leader HGG’s $100bn FUM.
 Increased operational risk. The key unknowns are: (i) who would manage the combined entity; and (ii) the
degree of operational complexity in combining (presumably differing to various degrees) different IT systems,
remuneration models and cultures.
 Equity dilution is possible.
o Prior to the announcement of merger talks, SFW traded on 11.3x FY13F PE, WHG on 10.7x FY13F PE.
However, WHG has re-rated to 11.2x FY13F PE whilst SFW has de-rated to 10.5x.
o We believe this is because WHG’s public commentary indicates that it was approached by SFW and that
WHG has engaged advisors to assist, suggesting SFW may be compelled to offer a valuation premium
to WHG shareholders, despite SFW’s pursuit of a “merger of equals between the parties”.
 MERGECO could trade on higher PE multiples if cross-sell gains traction.
o Higher margin financial services businesses trade on much higher multiples – eg. PTM’s EBIT/revenue
margin is 76% and its PE is 16.9x. Likewise, PPT’s EBIT/revenue margin is 23.6% and its PE is 17.9x.
o If MERGECO’s cross-sell of SFW’s higher margin funds management products into WHG’s lower margin
accounting client base gains traction, a valuation re-rating is likely to ensue.
CHART 1: MERGECO RELATIVE SCALE
23
47
101
103
130
156
210
281
328
586
609
632
1,134
1,286
1,381
1,998
0
500
1,000
1,500
2,000
2,500
WIG
PLB
TRG
BFG
EQT
TRU
MOC
WHG
SFW
MFG
MERGECO
BTT
PPT
HGG
IFL
PTM
$m
Source: EAP, IRESS
5
4. WILL MERGECO’s VALUATION MULTIPLE RE-RATE?
We analyse comparable company trading multiples and conclude that (i) size per se is not the
determinant of PE valuation multiples; (ii) instead, higher margin and higher growth outlooks are the
key drivers of valuation multiples. Accordingly, we believe that MERGECO has reasonable prospects of
up to ~15% PE multiple valuation re-rating if it can drive cross-sell (of both accounting and funds
management services) as well as margin expansion (through both cost reduction and sales of higher
margin and scalable funds management products).
 Both WHG’s PE of 11.2x and SFW’s 10.5x are lower PE multiples than sector peers. Table 3. Excluding the
sector’s highest rated players by PE multiple (MFG, PPT, PTM), the sector average FY13F PE is 12.0x.
 Therefore, the key analytical question is - will MERGECO trade on a higher PE?
 There is NOT clear evidence that larger financial services businesses trade on higher multiples. eg,
AMP is the largest in the peer group (mkt cap $13.7bn, FY13 revenue of $13.9bn) but its PE is only 13.6x.
 However, higher margin businesses trade on higher valuation multiples – eg. PTM’s 78% EBIT/revenue
margin with 16.6x FY13F PE and PPT’s 17.8x multiple with 26% EBIT/revenue margin.
 Also, the higher growth businesses trade on much higher multiples – MFG trades on 50.1x FY13F PE
given its very high FUM flows.
TABLE 3: COMPARABLE COMPANIES TRADING MULTIPLES
6
5. ACQUISITION POTENTIAL
Comparable acquisition multiple analysis provides a useful cross-check against our MERGECO upside analysis. Our
analysis above concludes that MERGECO could achieve ~43% share price upside given:
(i). ~28% value accretion from cost synergies.
(ii). ~15% PE re-rating if the market recognises MERGECO’s outlook for higher margins.
We have not attempted to quantify any valuation upside from revenue synergies, however comparable
companies acquisitions trading multiples provide a useful benchmark of the potential upside. We note
that the average acquisition multiple of comparable businesses has steadily increased since April 2009 (the bottom
of the GFC) to ~17.7x in 2012, which implies ~69% total upside to SFW’s current trading multiple.
TABLE 4: COMPARABLE ACQUISITIONS TRADING MULTIPLES
Target Acquirer FUMA $m
Trailing
PER (x)
Apr-09 Australian Wealth Management Ltd IOOF Holdings Ltd 67,600 8.4
Sep-09 Aviva Australia Holdings National Australia Bank Ltd 15,700 13.6
Dec-09
One Path Australia Ltd, ING New
Zealand Ltd
ANZ Banking Group Ltd 45,000 11.0
Mar-10 Officium Capital Ltd Snowball Group ltd 11.8
Jun-10
Bupa, MBF Life, and ClearView
Retirement Solutions
MMC Contrarian Ltd 2,150 14.9
Nov-10
Tyndall Investment Management
(Australia) Ltd, Tyndall Investment
Management New Zealand (Ltd)
Nikko Asset Management Co Ltd 25,000 12.6
2009-10 AVERAGE 12.1
Mar-11 AXA Asia Pacific Holdings Ltd AMP Ltd 77,000 19.6
Apr-11 Tower Australia Group Ltd The Dai-ichi Life Insurance Company 2,750 19.2
Jul-11 Shadforth Financial Group Snowball Group ltd 8,600 10.3
Oct-11 DKN Financial Group Ltd IOOF Holdings Ltd 8,020 14.8
Dec-11 Count Financial CBA 6,200 14.6
2011 AVERAGE 15.7
Jul-12 Clearview Wealth Ltd Crescent Capital Partners 2,800 25.3
Oct-12 Plan B Holdings Ltd IOOF Holdings Ltd 2,200 15.3
2012 AVERAGE 17.7
Source: EAP, press reports, company announcements
7
6. BUSINESS OVERVIEWS
WHK GROUP OVERVIEW
WHG is Australia’s 5th largest accounting firm and provides accounting and related services to small medium
enterprises (SME) and high net worth clients through its network of 19 member firms across Australia and New
Zealand.
 The Business Services Division provides a full range of traditional accounting and specialist services
including accounting, taxation, audit and assurance, estate planning, business advisory and corporate advisory
services. This Division remains the Group’s core business activity and provides a relatively stable income and
client base, as well as offering a large client referral platform for the Financial Services divisions of member
firms
 The Financial Services Division provides financial planning, risk insurance, self managed superannuation and
finance broking services. The Group collectively services in excess of 200,000 clients through its network of 100
offices.
Key recent events include:
 Recently appointed CEO, John Lombard, has taken the focus of WHG away from an acquisition-driven model to
a focus on improving operational efficiency. He recently instituted a new staff remuneration model (to align
more with an individual’s contribution to firm profitability overall) and a shared services project to reduce costs.
 However, this has created uncertainty with more than 20 senior executives reported to have left the firm in the
last 12 months. In July 2012, almost one-third of WHG’s Sydney principals departed, apparently in protest at a
the new remuneration model, including two of the firm’s top earners.
 The question is whether this is: (i) an indication that a new staff remuneration model has not been well
received, and hence an omen of future staff instability; or (ii) a positive attempt to reward and retain
outperformers, with the loss of departed staff unlikely to impact the firm’s earnings power.
 Low organic revenue growth, with only 1.4% revenue growth in FY11 and 4.0% in FY12.
TABLE 5: WHG REVENUE COMPOSITION
A$M FY10 FY11 FY12
% change
FY11-FY10
% change
FY12-FY11
% FY10
total
% FY12
total
Business Services - Australia 249 252.5 262.7 1.4% 4.0% 60.3% 63.6%
Business Services - New Zealand 63.3 56.2 59.1 -11.2% 5.2% 15.3% 14.3%
Financial planning - Ongoing 52.2 51.4 45.7 -1.5% -11.1% 12.6% 11.1%
Financial planning - Upfront 8.4 6.8 6.5 -19.0% -4.4% 2.0% 1.6%
Risk insurance 7.2 7.5 7.7 4.2% 2.7% 1.7% 1.9%
General insurance 2 2.4 2.9 20.0% 20.8% 0.5% 0.7%
Finance broking 8.7 7.8 7.1 -10.3% -9.0% 2.1% 1.7%
SMSF administration 22.1 21.4 21.6 -3.2% 0.9% 5.4% 5.2%
Total revenue 412.9 406.0 413.3 -1.7% 1.8% 100.0% 100.0%
Source: Company Reports
8
SFW GROUP OVERVIEW
SFW provides a full range of wealth management services to high net worth and affluent clients,
including strategic financial advice, portfolio administration solutions, portfolio construction and
management services, insurance (both general and risk) solution, finance broking, stockbroking and
corporate superannuation services. SFW is far more vertically up and down the value chain than WHG.
TABLE 6: SFW REVENUE COMPOSITION
CHART 2: SFW BUSINESS MODEL OVERVIEW
Source: SFW
9
Financial Advice Providers (51% Net Operating Revenue)
 Shadforth Financial Group (End-to-end)
o SFG derives financial advice revenue through SFG’s end-to-end model. SFG deals mainly with HNW
individuals, and employs ~120 advisers and accountants from recent acquisitions.
 Outlook (End-to-end)
o Outlook Financial Solutions offers scaled corporate super solutions and operates under an end-to-end
model. It employs seven relationship managers.
 Western Pacific (Affiliate)
o Western Pacific is a financial planning dealer group operating under SFG’s affiliate advice model. With
adviser principals retaining ownership of their own practices, SFG provides AFSL licensing, dealer
services, and portfolio administration and management solutions to the practices.
o Advisers have signed dealer contracts that are 50 years from date of acquisition under which SFG is
entitled to 20% of the dealer’s advice and insurance revenue and 100% of any portfolio administration
and portfolio management revenue received.
o SFG recently implemented an incentive scheme whereby SFG only earns 10% (as opposed to 20%) on
revenue above a certain growth hurdle threshold. Whilst this results in a relatively lower reported
advice revenue figure than the end-to-end model, it is offset by what would be a relatively lower
cost/income ratio.
 Actuate (B2B)
o Actuate is SFG’s third party/B2B services business which provides portfolio administration (platform)
and portfolio management solutions to third parties. SFG may provide AFSL licensing services where it
earns licensing fees (i.e. QT Financial Planning).
o B2B FUA is derived from the Actuate business, where SFG licenses third parties/associates and is
largely QT Financial Planning (a JV between SFGA and Queensland’s Mutual Bank).
Group Advice Support and Implementation Services (~36% Net Operating Revenue)
 Mosaic Portfolio Advisers
o Mosaic generates portfolio management revenue from portfolio construction and specialising as a
manage-the-manager. It is also the Responsible Entity (RE) for its managed funds.
o Fees are structured as a management fee (which covers expense recoveries related to each fund) and a
performance fee on some funds.
o As Mosaic acts as a manage-the-manager, it pays away investment management costs and retains fees
for RE/fund compliance/packaging costs (which cover the custodian and fund administration costs that
are outsourced), so essentially it earns a packaging margin on the FUM.
 finHQ
o SFG derives revenues from portfolio administration via its platform packaging business, being
aggregated under the new “finHQ” brand.
o finHQ is intended to be a web-based portal for consolidating client portfolio reporting, and will front the
development of the group’s platform strategy.
o This includes the group’s platform relationships with BT, Asgard and Colonial/Symetry, having
appointed Symetry as the administration provider for enhanced Group portfolio services (MPS&DPU –
managed accounts). BT and Symetry are being rebranded to finHQ by November 2012.
o SFG intends for finHQ to progressively become a consolidated view of a client’s portfolio and effectively
an online marketplace for other financial products and services.
Cortex
o Cortex is a non-revenue generating internal advisory service assisting Shadforth, Outlook and Western
Pacific to retain quality and grow.
o It provides online investment research, technical, tax and strategy support to SFG businesses and
clients and aims to continuously improve advice and advice processes.
o It implements new initiatives (such as the new MDA offering) and generally ensures consistency across
the brand family and marketing.
10
Client Fees
The fees that a private client pays depends on both the types of services it receives as well as the provider of the
advice – i.e. whether it is directly (end-to-end) via Shadforth/Outlook or through an affiliate (Western Pacific). The
fee a private client is paying for advice will be at a high level broadly similar between Shadforth, Outlook, Western
Pacific and the rest of the industry, but SFG receives different proportions of the client fee paid for advice. (I.e. SFG
receives 100% of the advice fee from Shadforth and Outlook, but 20% of the advice fee from Western Pacific).
End-to-end
Assuming a client pays for funds management, platform administration and financial advice through the end-to-end
model, the client would be paying between 150-200 bps, consistent with industry pricing. SFG earns 100% of the
advice fee (generally between 70-100 bps for private clients), a margin on the portfolio administration/platform
fee, and a margin on the portfolio management/funds management fee.
Total margin earned by SFG is 111bps:
o FUM average margin: 11 bps.
o FUAdmin average margin: 37 bps.
o FUA average margin: 63 bps (margin is somewhat diluted by Corporate Super fees which are materially
lower than private client fees).
Affiliate
Clients could expect to pay broadly the same in the Western Pacific model to the end-to-end model, although SFG
earns only 20% of the advice fee (as opposed to 100%). The client could expect to pay close to 150 bps as the
bulk of the fees are paid out in advice (~80 bps). SFG generates margins of ~15 bps on this advice, being roughly
20%.
B2B
Clients again will pay similar fees to industry averages and SFG earns similar margins on its end-to-end and
affiliate models on its portfolio platform and funds solutions provided to third parties.
11
FINANCIAL SUMMARY
Sfg Australia SFW
As at: 29/10/2012 Recommendation: Positive Share Price $0.45
Year end June 2011A 2012A 2013E 2014E
INCOME STATEMENT
Sales Revenue $m 127 132 132 137
Consolidated EBITDA $m 39 42 46 49
D&A $m (1) (1) (1) (1)
Consolidated EBIT $m 38 41 44 48
Net Interest $m 0 0 1 2
Tax Expense $m (12) (12) (14) (15)
Associates/Minorities $m 0 0 0 0
Adj NPAT $m 27 29 32 35
NRIs $m (1) (17) 0 0
Reported NPAT $m 26 12 32 35
Shares on Issue (end period) m 727 730 730 730
EFPOWA m 708 749 749 749
EPS ¢ 3.9 3.9 4.3 4.7
DPS ¢ 2.5 2.0 2.6 2.8
Franking % 100% 100% 100% 100%
GROWTH/PROFITABILITY RATIOS
Sales Growth % % 4.2% (0.2)% 4.1%
EBITDA Growth % % 6.8% 8.9% 8.1%
EBIT Growth % % 6.6% 9.1% 8.1%
EPS Growth % % (0.2)% 10.3% 9.6%
EBITDA/Sales % 30.9% 31.7% 34.5% 35.9%
EBIT/Sales % 30.0% 30.7% 33.5% 34.8%
EBIT Interest Cover x (89.6) (94.6) (50.3) (29.0)
Tax Rate % 30.1% 30.2% 30.0% 30.0%
ROE % 17.5% 18.8% 19.1% 19.3%
ROFE % 43.4% 30.0% 33.5% 36.3%
CASH FLOW
EBITDA $m 39 42 46 49
Change in Working Capital $m 4 (4) 2 0
Other $m (19) (3) 0 0
Gross Operating Cash Flow $m 24 35 47 49
Net Interest Paid $m 1 1 1 2
Tax Paid $m (8) (13) (12) (13)
Net Operating Cash Flow $m 17 23 36 38
Maintenance Capex $m (3) (2) (2) (2)
Free Cash Flow $m 14 21 34 35
Dividends Paid $m (13) (15) (17) (22)
Expansionary Capex $m 0 0 0 0
Acquisitions $m 9 (8) 0 (3)
Asset Sales $m 0 1 0 0
Dividends Received $m 0 0 0 0
Shares Issues/Buybacks $m (12) 0 0 0
Other $m 1 0 0 0
Increase in Net Cash/(Debt) $m 0 0 18 11
GOCF/EBITDA % 62% 85% 104% 100%
Total Capex/Sales % 2.1% 1.4% 1.6% 1.6%
Total Capex/Depreciation x 2.4 1.5 1.6 1.5
Year end June 2011A 2012A 2013E 2014E
VALUATION METRICS
PER x 11.6 11.7 10.6 9.6
P/EG (2YR) x 1.2 0.6 0.6 0.7
Dividend Yield % 5.6% 4.4% 5.7% 6.2%
EV/EBITDA x 7.9 7.4 6.4 5.7
EV/EBIT x 8.1 7.7 6.6 5.9
P/FCF x 22.8 15.7 9.6 9.3
P/BV x 2.6 2.2 2.0 1.8
BALANCE SHEET
Assets
Cash $m 33 19 37 48
Working Capital $m 15 16 15 16
PP&E $m 6 5 6 10
Intangibles $m 144 155 146 146
Investments $m 6 5 6 6
Other $m 7 5 4 2
Total Assets $m 211 207 214 228
Liabilities
Debt $m 15 2 2 2
Working Capital $m 25 27 21 21
Other $m 17 26 26 26
Total Liabilities $m 57 55 49 48
Equity $m 154 152 165 180
Capital Employed $m 136 134 130 134
Net Debt/(Cash) $m (18) (18) (35) (46)
Net Debt/Equity % (12.0%) (11.6%) (21.3%) (25.7%)
Net Debt/Debt+Equity % (13.6)% (13.1)% (27.1)% (34.6)%
Net Debt/EBITDA x (0.5) (0.4) (0.8) (0.9)
Working Capital/Sales % (7.7%) (7.9%) (4.4%) (3.5%)
D&A/PP&E % 19.0% 23.2% 21.2% 14.0%
DCF VALUATION $m $/share
Risk Free Rate 6.5% Equity Value 352 $0.48
Market Risk Premium 6.0% (Net Debt)/Cash 18 $0.02
Beta 1.30 Franking Credits $0.07
WACC 13.5% DCF Valuation $0.54
Group Revenue $m 127 132 132 137
Group EBITDA $m 0 0 0 0
Group EBITDA/Sales % 0.0% 0.0% 0.0% 0.0%
DIVISIONAL SUMMARY
27%
29%
31%
33%
35%
37%
39%
2011 2012 2013 2014
Margin Trends
EBITDA/Sales EBIT/Sales
-105
-90
-75
-60
-45
-30
-15
-36%
-32%
-28%
-24%
-20%
-16%
-12%
2011 2012 2013 2014
Gearing & Interest Cover
Net Debt/Net Debt+Equity (%) EBIT Interest Cover (x)
15%
20%
25%
30%
35%
40%
45%
2011 2012 2013 2014
Return Trends
ROE ROA ROFE - Reported
12
RESEARCH RECOMMENDATION DEFINITIONS
Positive Stock is expected to outperform the S&P/ASX 200 over the coming 24 months
Neutral Stock expected to perform in line with the S&P/ASX 200 over the coming 24 months
Negative Stock is expected to underperform the S&P/ASX 200 over the coming 24 months
Speculative Stock has limited history from which to derive a fundamental investment view or its prospects
are highly dependent on event risk, eg. Successful exploration, scientific breakthrough, high
commodity prices, regulatory change, etc.
Suspended Stock is temporarily suspended due to compliance with applicable regulatory and/or Evans &
Partners policies in circumstances where Evans & Partners is acting in an advisory capacity.
Not Rated Stock is not included in our investment research universe.
Research Criteria Definitions
Recommendations are primarily determined with reference to how a stock ranks relative to the S&P/ASX 200 on
the following criteria:
Valuation Rolling 12 month prospective multiples (composite of Price-to-Earnings Ratio, Dividend
Yield and EV/EBITDA), or long-term NPV for resource stocks.
Earnings Outlook Forecast 2 year EPS growth.
Earnings Momentum Percentage change in the current consensus EPS estimate for the stock (rolling 1 year
forward basis) over the consensus EPS estimate for the stock 3 months ago.
Shareholder Returns Composite of forecast ROE (rolling 1 year forward basis) and the percentage change in
ROE over 2 years.
Debt Servicing Capacity Rolling 12 month EBIT Interest Cover ratio.
Cyclical Risk Qualitative assessment of the 2 year outlook for a stock/industry’s profit cycle.
Industry Quality Qualitative assessment of an industry’s growth/returns potential and company specific
management capability.
Financial Transparency If we don’t understand it, we won’t recommend it.
For stocks where Evans & Partners does not generate its own forecasts, Bloomberg consensus data is used.
Analysts can introduce other factors when determining their recommendation, with any material factors stated in
the written research where appropriate.
13
GENERAL RESEARCH DISCLAIMER, WARNING & DISCLOSURES
This document is provided by Evans and Partners ABN 85 125 338 785, holder of AFSL 318075.
The information is general advice only and does not take into consideration an investor’s objectives, financial situation or needs. Before acting on
the advice, investors should consider the appropriateness of the advice, having regard to the investor’s objectives, financial situation and needs. If
the advice relates to a financial product that is the subject of a Product Disclosure Statement (e.g. unlisted managed funds) investors should obtain
the PDS and consider it before making any decision about whether to acquire the product.
The material contained in this document is for information purposes only and does not constitute an offer, solicitation or recommendation with
respect to the purchase or sale of securities. It should not be regarded by recipients as a substitute for the exercise of their own judgment.
Investors should be aware that past performance is not an infallible indicator of future performance and future returns are not guaranteed.
Any opinions and/or recommendations expressed in this material are subject to change without notice and Evans and Partners is not under any
obligation to update or keep current the information contained herein. References made to third parties are based on information believed to be
reliable but are not guaranteed as being accurate.
This document is provided to the recipient only and is not to be distributed to third parties without the prior consent of Evans and Partners.
EVANS AND PARTNERS DISCLOSURE OF INTERESTS
Evans and Partners and its respective officers and associates may have an interest in the securities or derivatives of any entities referred to in this
material.
Evans and Partners does, and seeks to do, business with companies that are the subject of its research reports.
EVANS AND PARTNERS CORPORATE RELATIONSHIP DISCLOSURE
AFI: Evans and Partners have arranged, managed or co-managed a public offering of the company or its affiliates in the past 12 months.
AQHHA: Evans and Partners have arranged, managed or co-managed a public offering of the company or its affiliates in the past 12 months.
BENPD: Evans and Partners managed or co-managed a public offering of securities of the company or its affiliates in the past 12 months.
BHP: A director of Evans and Partners Pty Ltd Advisory Board is a director of BHP Billiton Ltd.
BSL: A director of Evans and Partners Pty Ltd Advisory Board is a director of BlueScope Steel Ltd.
BOQ, BOQPA, BOQPC: A director of Evans and Partners Pty Ltd Advisory Board is a director of Bank of Queensland.
CNGHA: Evans and Partners managed or co-managed a public offering of securities of the company or its affiliates in the past 12 months.
HBSHB: Evans and Partners managed or co-managed a public offering of securities of the company or its affiliates in the past 12 months.
HHY: Evans and Partners has been appointed by the Issuer as Broker to an on-market buy-back. Accordingly, Evans and Partners is unable to give
Sellers advice in respect to a sale of this security.
LLC: A director of Evans and Partners Pty Ltd Advisory Board is a director of Lend Lease Corporation Ltd.
MQG: MQCPA: A director of Evans and Partners Pty Ltd Advisory Board is a director of Macquarie Group Ltd.
MGR: A director of Evans and Partners Pty Ltd Advisory Board is a director of Mirvac Group.
NXT: Evans and Partners has been appointed as Lead Manager to the proposed IPO of the Asia Pacific Data Centre Trust by NXT and expects to
receive fees for acting in this capacity.
ORG: A director of Evans and Partners Pty Ltd Advisory Board is a director of Origin Energy Ltd.
OOH: Evans and Partners have arranged, managed or co-managed a public offering of the company or its affiliates in the past 12 months.
SAR: Evans and Partners managed or co-managed a public offering of securities of the company or its affiliates in the past 12 months.
SPT: Evans and Partners acted in an advisory capacity for the bidder in relation to the proposed offer made to Spotless Group as announced 9 May
2011.
SWM: A director of Evans and Partners Pty Ltd Board is a director of Seven West Media Ltd.
TTSHA: Evans and Partners managed or co-managed a public offering of securities of the company or its affiliates in the past 12 months.
TOX: Evans and Partners managed or co-managed a public offering of securities of the company or its affiliates in the past 12 months.
WHF: Evans and Partners managed or co-managed a public offering of securities of the company or its affiliates in the past 12 months.
RESEARCH ANALYST CERTIFICATION
I, George Gabriel, CFA, hereby certify that all the views expressed in this report accurately reflect my personal views about the subject investment
theme &/or company securities. I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific
recommendations or views expressed in this report.
RESEARCH ANALYST DISCLOSURE OF INTEREST
I, George Gabriel, CFA, &/or entities in which I have a pecuniary interest, have an exposure to the following securities &/or managed products: TGA.
DISCLAIMER
Except for any liability which cannot be excluded, Evans & Partners, its directors, employees & agents accept no liability or responsibility whatsoever
for any loss or damage of any kind, direct or indirect, arising out of the use of all or any part of this material. All information is correct at the time
of publication; additional information may be available upon request.

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SFW - analysing a potential sfw-whg merger

  • 1. Stock Focus Sfg Australia (SFW) 1 HERE COMES THE BRIDE...ANALYSING A POTENTIAL SFW-WHG MERGER RECOMMENDATION : POSITIVE EAP remains Positive on SFW, with blended valuation of 52 cps (note that this is our stand-alone valuation of SFW). WHAT’s NEW?  SFW-WHG merger talks. SFW has confirmed “media speculation regarding a possible merger between SFG Australia Limited (SFW) and WHK Group (WHG). SFW confirms that it has held discussions with WHK in relation to a merger of equals and discussions are preliminary and incomplete and there can be no assurance that a transaction will eventuate”. Previous talks in 2010 did not result in a deal.  We estimate 28% value accretion is achievable from 5% cost- out of the combined WHG-SFW cost base. This is conservative, given SFW extracted 11.7% cost-out from the Snowball-Shadforth merger.  Revenue synergies and PE re-rating are possible additional upsides. WHAT’s CHANGED? No change to our forecasts. WHAT NOW? Post any merger, we expect investors will focus on:  Synergy benefits: (i) We estimate achievable cost synergies are at least 5% of the combined SFW-WHG cost base, creating ~31% of total shareholder value. Table 1. (ii) Revenue synergies are another potentially material benefit, but difficult to quantify. While WHG is strong in accounting (78% revenue), SFW is weak in accounting (2% revenue) but strong in financial planning and funds management (84% revenue).  Valuation re-rating potential: (i) High growth, high margin peers trade on higher multiples than SFW and WHG eg. PTM’s EBIT/revenue margin is 76% and its PE is 16.9x; PPT’s EBIT/revenue margin is 23.6% and its PE is 17.9x. (ii) If MERGECO gains traction in cross-sell, then margin expansion and up to ~15% valuation re-rating could follow.  Scale benefits include improved platform pricing. MERGECO’s total $31bn FUMA exceeds PTM ($16bn FUM) and PPT ($27bn FUM as at FY12), approaching BTT ($44bn), but behind sector leader HGG ($100bn).  Acquisition potential. Comparable acquisitions PE multiples have increased from 12.1x in 2009-10 to 17.7x in 2012. Trading Data Last Price $0.45 12 month range $0.32 - $0.47 Market Cap $328m Free Float $167m (51%) Avg. Daily Volume 0.3m Avg. Daily Value $0.1m 12 month return (historical) 23.7% Expected return improvement driven by both structural (cost-out) and cyclical (markets recovery) drivers. Operating leverage to drive margin expansion. Earnings Forecasts Yr to June 09A 10A 11A 12A 13E 14E EBITDA ($m) 39.2 41.9 45.6 49.3 Rep NPAT ($m) 25.9 11.6 31.9 35.0 Adj NPAT ($m) 27.4 28.9 31.9 35.0 EPS (¢) 3.9 3.9 4.3 4.7 EPS Gth (%) (0.2) 10.3 9.6 PER (x) 11.6 11.7 10.6 9.6 PEG Ratio (x) 1.2 0.6 0.6 0.7 DPS (¢) 2.5 2.0 2.6 2.8 Yield (%) 5.6 4.4 5.7 6.2 Franking (%) 100% 100% 100% 100% ROE (%) 17% 19% 19% 19% EV/EBITDA (x) 7.9 7.4 6.4 5.7 Net Debt/EBITDA (x) (0.5) (0.4) (0.8) (0.9) Int. Cover (x) (89.6) (94.6) (50.3) (29.0) Valuation (blended) $0.52 George Gabriel, CFA ggabriel@evansandpartners.com.au October 29, 2012 +61 3 9631 9853
  • 2. 2 EAP VIEW  The merger makes commercial sense and could be materially value accretive (subject to deal terms, equity dilution, synergy capture etc.). Assuming 5% cost synergies results in 28% value creation. Table 2.  5% cost synergies appears very conservative, given that SFW extracted 11.7% synergies ($10.5m cost out of $90m combined cost base) from its Snowball-Shadforth merger (refer EAP Note, “Ready for Lift-Off”, Aug 12).  Revenue synergies are a potentially significant source of value creation. In the analysis below, our key conclusions are: (i). Shareholder value could increase by ~28% from extraction of 5% cost-out of the combined SFW-WHG cost base. This cost reduction appears achievable (and conservative even) based on SFW’s targeted ~11% cost reduction from the merged Shadforth-Snowball. Table 1. (ii). The businesses are complementary, and present both revenue and cost synergy opportunities. Table 2. (iii). MERGECO would present an attractive investment proposition, with a steady revenue base, FUM leverage, significant revenue cross-sell opportunities and M&A optionality. (iv). MERGECO has reasonable prospects of up to ~15% PE multiple valuation re-rating if it can drive cross-sell (of both accounting and funds management services) as well as margin expansion (through both cost reduction and sales of higher margin and scalable funds management products). (v). The average acquisition multiple of comparable businesses is 17.7x in 2012, which implies ~69% total upside to SFW’s current trading multiple. 1. VALUE ACCRETION ANALYSIS We estimate that a merged SFW-WHG (“MERGECO”) could reduce its combined pro-forma cost base by 5%. Our conclusion is based on the following:  The integration of the Shadforth Financial Group (“Shadforth”) and Snowball Group is on track to extract $10.5m in FY13F cost savings. These costs savings have been generated across 3 cost categories: (i) portfolio administration supply contracts, (ii) property savings and (iii) duplicated functions.  We expect that MERGECO will extract cost savings from these same 3 categories, given (i) increased FUM is often a catalyst for improved pricing from platform providers; (ii) property savings could be material given both have a national office footprint; and (iii) there are likely to be duplicated head office functions given both groups are servicing a national footprint. Table 2.  On a combined FY13F cost base of ~$96.5m (pre-cost reductions), this implies cost synergies of ~11% across the total combined cost base is achievable in a merger of equals with comparable business models. (Refer EAP Note, “Ready for Lift-Off”, dated 31 Aug 2012).  Table 1 summarises our calculation of ~31% value accretion. TABLE 1: VALUE ACCRETION ANALYSIS A$M WHG SFW Calcuations MERGECO FY13 revenue 430.0 135.0 565.0 FY13 operating costs 389.9 92.9 482.7 Assumed cost synergy 5% Assumed synergy savings -24.1 FY13 operating costs post-synergies 458.6 Profit before tax 106.4 Tax rate 30% Tax 31.9 NPAT 74.5 FY13 PE 11.2x 10.5x 10.5x Mkt Cap ($m) 782 Total current market cap 281 328 609 Value accretion 28% Source: EAP. Note that value accretion is subject to final deal terms, any potential equity dilution and realisation of synergies.
  • 3. 3 2. COMPARE AND CONTRAST Table 2 summarises the comparison between WHG and SFW. Key conclusions are: (i). Considerable property rationalisation scope exists, given both have national office footprints. (ii). WHG’s New Zealand office network creates a new growth option for SFW, given SFW lacks a NZ presence. (iii). Approx. ~26% increased FUMA would provide a catalyst for renewed platform pricing discussions. (iv). Material margin expansion opportunities, given WHG’s lower margin accounting franchise has limited wealth management penetration. SFW is much higher margin, given its funds management manufacturing capability and scalable platforms and financial advisory services. We believe that a successful cross-sell of SFW’s funds management capabilities into WHG’s accounting client base would not only drive margin and revenue growth, but also potentially a PE valuation re-rating of MERGECO. TABLE 2: COMPARE AND CONTRAST OF SFW AND WHG Comparison WHG SFW Business Model Wealth management focus Relatively weak revenue contribution (~13% financial planning revenue) Strong financial planning/funds management focus (86% revenue). Mosaic brand white labels funds managed by Dimensional; utilises platforms of BT, Symetry and Colonial Accounting and other revenues Strong accounting revenues (~78% total FY12 revenue), residual revenues from risk and finance broking (~9%). Limited accounting focus (~2% FY12 revenue). Some stockbroking (~2% total revenue), insurance and mortgage broking (~12%). FUA $6.3bn FUA $24.5bn FUMA Profitability Revenue (A$M) $413m $118m EBIT (A$M) $40m $42m EBIT/revenue margin 9% 27% FY13F cost/income ratio 90% 70% National reach Office footprint 19 offices across 5 Australia States; 6 in New Zealand 14 offices in 6 States Staff numbers 179 salaried advisers 120 salaried advisers Valuation FY13F PE multiple 11.2x 10.5x FY13F EV/EBIT multiple 7.8x 7.0x Source: EAP, company reports
  • 4. 4 3. WHAT WOULD MERGECO LOOK LIKE? We believe MERGECO would present an attractive investment proposition, given its steady revenue base (accounting fees), with FUM leverage (both cyclical recovery and long-term structural growth), revenue cross-sell and margin expansion opportunities (selling accounting services into SFW’s client base and funds management services into WHG’s client base) and M&A optionality (both as a target and acquirer). Key characteristics of MERGECO would be:  Defensive earnings base with FUM growth leverage. o WHG’s $322m accounting revenue would provide relatively defensive earnings, comprising ~61% of MERGECO’s pro-forma revenue of $531m, and base. We would expect this defensive earnings base to grow at GDP each year (the average of Australian Business Services revenue growth from FY10-FY12 is 2.7% p.a.). o SFW provides market leverage, with every 1% increase in the Australian equity index translating to 0.5% NPAT increase (refer EAP report, “Ready for Lift-Off”, dated 31 August 2012). At this stage, it is not clear what MERGECO’s market leverage multiple would be.  Margin outlook. o MERGECO has a medium-term margin expansion opportunity as it reduces costs (property and staff duplication; platform cost reduction) and cross-sold products into the respective client bases.  Significant scale. o MERGECO would be the 6th largest listed diversified financial within its peer group. Chart 1. o MERGECO’s FUMA would be ~$31bn. This would exceed PPT ($27bn as at FY12) and be approaching BTT’s $44bn, but be well behind market leader HGG’s $100bn FUM.  Increased operational risk. The key unknowns are: (i) who would manage the combined entity; and (ii) the degree of operational complexity in combining (presumably differing to various degrees) different IT systems, remuneration models and cultures.  Equity dilution is possible. o Prior to the announcement of merger talks, SFW traded on 11.3x FY13F PE, WHG on 10.7x FY13F PE. However, WHG has re-rated to 11.2x FY13F PE whilst SFW has de-rated to 10.5x. o We believe this is because WHG’s public commentary indicates that it was approached by SFW and that WHG has engaged advisors to assist, suggesting SFW may be compelled to offer a valuation premium to WHG shareholders, despite SFW’s pursuit of a “merger of equals between the parties”.  MERGECO could trade on higher PE multiples if cross-sell gains traction. o Higher margin financial services businesses trade on much higher multiples – eg. PTM’s EBIT/revenue margin is 76% and its PE is 16.9x. Likewise, PPT’s EBIT/revenue margin is 23.6% and its PE is 17.9x. o If MERGECO’s cross-sell of SFW’s higher margin funds management products into WHG’s lower margin accounting client base gains traction, a valuation re-rating is likely to ensue. CHART 1: MERGECO RELATIVE SCALE 23 47 101 103 130 156 210 281 328 586 609 632 1,134 1,286 1,381 1,998 0 500 1,000 1,500 2,000 2,500 WIG PLB TRG BFG EQT TRU MOC WHG SFW MFG MERGECO BTT PPT HGG IFL PTM $m Source: EAP, IRESS
  • 5. 5 4. WILL MERGECO’s VALUATION MULTIPLE RE-RATE? We analyse comparable company trading multiples and conclude that (i) size per se is not the determinant of PE valuation multiples; (ii) instead, higher margin and higher growth outlooks are the key drivers of valuation multiples. Accordingly, we believe that MERGECO has reasonable prospects of up to ~15% PE multiple valuation re-rating if it can drive cross-sell (of both accounting and funds management services) as well as margin expansion (through both cost reduction and sales of higher margin and scalable funds management products).  Both WHG’s PE of 11.2x and SFW’s 10.5x are lower PE multiples than sector peers. Table 3. Excluding the sector’s highest rated players by PE multiple (MFG, PPT, PTM), the sector average FY13F PE is 12.0x.  Therefore, the key analytical question is - will MERGECO trade on a higher PE?  There is NOT clear evidence that larger financial services businesses trade on higher multiples. eg, AMP is the largest in the peer group (mkt cap $13.7bn, FY13 revenue of $13.9bn) but its PE is only 13.6x.  However, higher margin businesses trade on higher valuation multiples – eg. PTM’s 78% EBIT/revenue margin with 16.6x FY13F PE and PPT’s 17.8x multiple with 26% EBIT/revenue margin.  Also, the higher growth businesses trade on much higher multiples – MFG trades on 50.1x FY13F PE given its very high FUM flows. TABLE 3: COMPARABLE COMPANIES TRADING MULTIPLES
  • 6. 6 5. ACQUISITION POTENTIAL Comparable acquisition multiple analysis provides a useful cross-check against our MERGECO upside analysis. Our analysis above concludes that MERGECO could achieve ~43% share price upside given: (i). ~28% value accretion from cost synergies. (ii). ~15% PE re-rating if the market recognises MERGECO’s outlook for higher margins. We have not attempted to quantify any valuation upside from revenue synergies, however comparable companies acquisitions trading multiples provide a useful benchmark of the potential upside. We note that the average acquisition multiple of comparable businesses has steadily increased since April 2009 (the bottom of the GFC) to ~17.7x in 2012, which implies ~69% total upside to SFW’s current trading multiple. TABLE 4: COMPARABLE ACQUISITIONS TRADING MULTIPLES Target Acquirer FUMA $m Trailing PER (x) Apr-09 Australian Wealth Management Ltd IOOF Holdings Ltd 67,600 8.4 Sep-09 Aviva Australia Holdings National Australia Bank Ltd 15,700 13.6 Dec-09 One Path Australia Ltd, ING New Zealand Ltd ANZ Banking Group Ltd 45,000 11.0 Mar-10 Officium Capital Ltd Snowball Group ltd 11.8 Jun-10 Bupa, MBF Life, and ClearView Retirement Solutions MMC Contrarian Ltd 2,150 14.9 Nov-10 Tyndall Investment Management (Australia) Ltd, Tyndall Investment Management New Zealand (Ltd) Nikko Asset Management Co Ltd 25,000 12.6 2009-10 AVERAGE 12.1 Mar-11 AXA Asia Pacific Holdings Ltd AMP Ltd 77,000 19.6 Apr-11 Tower Australia Group Ltd The Dai-ichi Life Insurance Company 2,750 19.2 Jul-11 Shadforth Financial Group Snowball Group ltd 8,600 10.3 Oct-11 DKN Financial Group Ltd IOOF Holdings Ltd 8,020 14.8 Dec-11 Count Financial CBA 6,200 14.6 2011 AVERAGE 15.7 Jul-12 Clearview Wealth Ltd Crescent Capital Partners 2,800 25.3 Oct-12 Plan B Holdings Ltd IOOF Holdings Ltd 2,200 15.3 2012 AVERAGE 17.7 Source: EAP, press reports, company announcements
  • 7. 7 6. BUSINESS OVERVIEWS WHK GROUP OVERVIEW WHG is Australia’s 5th largest accounting firm and provides accounting and related services to small medium enterprises (SME) and high net worth clients through its network of 19 member firms across Australia and New Zealand.  The Business Services Division provides a full range of traditional accounting and specialist services including accounting, taxation, audit and assurance, estate planning, business advisory and corporate advisory services. This Division remains the Group’s core business activity and provides a relatively stable income and client base, as well as offering a large client referral platform for the Financial Services divisions of member firms  The Financial Services Division provides financial planning, risk insurance, self managed superannuation and finance broking services. The Group collectively services in excess of 200,000 clients through its network of 100 offices. Key recent events include:  Recently appointed CEO, John Lombard, has taken the focus of WHG away from an acquisition-driven model to a focus on improving operational efficiency. He recently instituted a new staff remuneration model (to align more with an individual’s contribution to firm profitability overall) and a shared services project to reduce costs.  However, this has created uncertainty with more than 20 senior executives reported to have left the firm in the last 12 months. In July 2012, almost one-third of WHG’s Sydney principals departed, apparently in protest at a the new remuneration model, including two of the firm’s top earners.  The question is whether this is: (i) an indication that a new staff remuneration model has not been well received, and hence an omen of future staff instability; or (ii) a positive attempt to reward and retain outperformers, with the loss of departed staff unlikely to impact the firm’s earnings power.  Low organic revenue growth, with only 1.4% revenue growth in FY11 and 4.0% in FY12. TABLE 5: WHG REVENUE COMPOSITION A$M FY10 FY11 FY12 % change FY11-FY10 % change FY12-FY11 % FY10 total % FY12 total Business Services - Australia 249 252.5 262.7 1.4% 4.0% 60.3% 63.6% Business Services - New Zealand 63.3 56.2 59.1 -11.2% 5.2% 15.3% 14.3% Financial planning - Ongoing 52.2 51.4 45.7 -1.5% -11.1% 12.6% 11.1% Financial planning - Upfront 8.4 6.8 6.5 -19.0% -4.4% 2.0% 1.6% Risk insurance 7.2 7.5 7.7 4.2% 2.7% 1.7% 1.9% General insurance 2 2.4 2.9 20.0% 20.8% 0.5% 0.7% Finance broking 8.7 7.8 7.1 -10.3% -9.0% 2.1% 1.7% SMSF administration 22.1 21.4 21.6 -3.2% 0.9% 5.4% 5.2% Total revenue 412.9 406.0 413.3 -1.7% 1.8% 100.0% 100.0% Source: Company Reports
  • 8. 8 SFW GROUP OVERVIEW SFW provides a full range of wealth management services to high net worth and affluent clients, including strategic financial advice, portfolio administration solutions, portfolio construction and management services, insurance (both general and risk) solution, finance broking, stockbroking and corporate superannuation services. SFW is far more vertically up and down the value chain than WHG. TABLE 6: SFW REVENUE COMPOSITION CHART 2: SFW BUSINESS MODEL OVERVIEW Source: SFW
  • 9. 9 Financial Advice Providers (51% Net Operating Revenue)  Shadforth Financial Group (End-to-end) o SFG derives financial advice revenue through SFG’s end-to-end model. SFG deals mainly with HNW individuals, and employs ~120 advisers and accountants from recent acquisitions.  Outlook (End-to-end) o Outlook Financial Solutions offers scaled corporate super solutions and operates under an end-to-end model. It employs seven relationship managers.  Western Pacific (Affiliate) o Western Pacific is a financial planning dealer group operating under SFG’s affiliate advice model. With adviser principals retaining ownership of their own practices, SFG provides AFSL licensing, dealer services, and portfolio administration and management solutions to the practices. o Advisers have signed dealer contracts that are 50 years from date of acquisition under which SFG is entitled to 20% of the dealer’s advice and insurance revenue and 100% of any portfolio administration and portfolio management revenue received. o SFG recently implemented an incentive scheme whereby SFG only earns 10% (as opposed to 20%) on revenue above a certain growth hurdle threshold. Whilst this results in a relatively lower reported advice revenue figure than the end-to-end model, it is offset by what would be a relatively lower cost/income ratio.  Actuate (B2B) o Actuate is SFG’s third party/B2B services business which provides portfolio administration (platform) and portfolio management solutions to third parties. SFG may provide AFSL licensing services where it earns licensing fees (i.e. QT Financial Planning). o B2B FUA is derived from the Actuate business, where SFG licenses third parties/associates and is largely QT Financial Planning (a JV between SFGA and Queensland’s Mutual Bank). Group Advice Support and Implementation Services (~36% Net Operating Revenue)  Mosaic Portfolio Advisers o Mosaic generates portfolio management revenue from portfolio construction and specialising as a manage-the-manager. It is also the Responsible Entity (RE) for its managed funds. o Fees are structured as a management fee (which covers expense recoveries related to each fund) and a performance fee on some funds. o As Mosaic acts as a manage-the-manager, it pays away investment management costs and retains fees for RE/fund compliance/packaging costs (which cover the custodian and fund administration costs that are outsourced), so essentially it earns a packaging margin on the FUM.  finHQ o SFG derives revenues from portfolio administration via its platform packaging business, being aggregated under the new “finHQ” brand. o finHQ is intended to be a web-based portal for consolidating client portfolio reporting, and will front the development of the group’s platform strategy. o This includes the group’s platform relationships with BT, Asgard and Colonial/Symetry, having appointed Symetry as the administration provider for enhanced Group portfolio services (MPS&DPU – managed accounts). BT and Symetry are being rebranded to finHQ by November 2012. o SFG intends for finHQ to progressively become a consolidated view of a client’s portfolio and effectively an online marketplace for other financial products and services. Cortex o Cortex is a non-revenue generating internal advisory service assisting Shadforth, Outlook and Western Pacific to retain quality and grow. o It provides online investment research, technical, tax and strategy support to SFG businesses and clients and aims to continuously improve advice and advice processes. o It implements new initiatives (such as the new MDA offering) and generally ensures consistency across the brand family and marketing.
  • 10. 10 Client Fees The fees that a private client pays depends on both the types of services it receives as well as the provider of the advice – i.e. whether it is directly (end-to-end) via Shadforth/Outlook or through an affiliate (Western Pacific). The fee a private client is paying for advice will be at a high level broadly similar between Shadforth, Outlook, Western Pacific and the rest of the industry, but SFG receives different proportions of the client fee paid for advice. (I.e. SFG receives 100% of the advice fee from Shadforth and Outlook, but 20% of the advice fee from Western Pacific). End-to-end Assuming a client pays for funds management, platform administration and financial advice through the end-to-end model, the client would be paying between 150-200 bps, consistent with industry pricing. SFG earns 100% of the advice fee (generally between 70-100 bps for private clients), a margin on the portfolio administration/platform fee, and a margin on the portfolio management/funds management fee. Total margin earned by SFG is 111bps: o FUM average margin: 11 bps. o FUAdmin average margin: 37 bps. o FUA average margin: 63 bps (margin is somewhat diluted by Corporate Super fees which are materially lower than private client fees). Affiliate Clients could expect to pay broadly the same in the Western Pacific model to the end-to-end model, although SFG earns only 20% of the advice fee (as opposed to 100%). The client could expect to pay close to 150 bps as the bulk of the fees are paid out in advice (~80 bps). SFG generates margins of ~15 bps on this advice, being roughly 20%. B2B Clients again will pay similar fees to industry averages and SFG earns similar margins on its end-to-end and affiliate models on its portfolio platform and funds solutions provided to third parties.
  • 11. 11 FINANCIAL SUMMARY Sfg Australia SFW As at: 29/10/2012 Recommendation: Positive Share Price $0.45 Year end June 2011A 2012A 2013E 2014E INCOME STATEMENT Sales Revenue $m 127 132 132 137 Consolidated EBITDA $m 39 42 46 49 D&A $m (1) (1) (1) (1) Consolidated EBIT $m 38 41 44 48 Net Interest $m 0 0 1 2 Tax Expense $m (12) (12) (14) (15) Associates/Minorities $m 0 0 0 0 Adj NPAT $m 27 29 32 35 NRIs $m (1) (17) 0 0 Reported NPAT $m 26 12 32 35 Shares on Issue (end period) m 727 730 730 730 EFPOWA m 708 749 749 749 EPS ¢ 3.9 3.9 4.3 4.7 DPS ¢ 2.5 2.0 2.6 2.8 Franking % 100% 100% 100% 100% GROWTH/PROFITABILITY RATIOS Sales Growth % % 4.2% (0.2)% 4.1% EBITDA Growth % % 6.8% 8.9% 8.1% EBIT Growth % % 6.6% 9.1% 8.1% EPS Growth % % (0.2)% 10.3% 9.6% EBITDA/Sales % 30.9% 31.7% 34.5% 35.9% EBIT/Sales % 30.0% 30.7% 33.5% 34.8% EBIT Interest Cover x (89.6) (94.6) (50.3) (29.0) Tax Rate % 30.1% 30.2% 30.0% 30.0% ROE % 17.5% 18.8% 19.1% 19.3% ROFE % 43.4% 30.0% 33.5% 36.3% CASH FLOW EBITDA $m 39 42 46 49 Change in Working Capital $m 4 (4) 2 0 Other $m (19) (3) 0 0 Gross Operating Cash Flow $m 24 35 47 49 Net Interest Paid $m 1 1 1 2 Tax Paid $m (8) (13) (12) (13) Net Operating Cash Flow $m 17 23 36 38 Maintenance Capex $m (3) (2) (2) (2) Free Cash Flow $m 14 21 34 35 Dividends Paid $m (13) (15) (17) (22) Expansionary Capex $m 0 0 0 0 Acquisitions $m 9 (8) 0 (3) Asset Sales $m 0 1 0 0 Dividends Received $m 0 0 0 0 Shares Issues/Buybacks $m (12) 0 0 0 Other $m 1 0 0 0 Increase in Net Cash/(Debt) $m 0 0 18 11 GOCF/EBITDA % 62% 85% 104% 100% Total Capex/Sales % 2.1% 1.4% 1.6% 1.6% Total Capex/Depreciation x 2.4 1.5 1.6 1.5 Year end June 2011A 2012A 2013E 2014E VALUATION METRICS PER x 11.6 11.7 10.6 9.6 P/EG (2YR) x 1.2 0.6 0.6 0.7 Dividend Yield % 5.6% 4.4% 5.7% 6.2% EV/EBITDA x 7.9 7.4 6.4 5.7 EV/EBIT x 8.1 7.7 6.6 5.9 P/FCF x 22.8 15.7 9.6 9.3 P/BV x 2.6 2.2 2.0 1.8 BALANCE SHEET Assets Cash $m 33 19 37 48 Working Capital $m 15 16 15 16 PP&E $m 6 5 6 10 Intangibles $m 144 155 146 146 Investments $m 6 5 6 6 Other $m 7 5 4 2 Total Assets $m 211 207 214 228 Liabilities Debt $m 15 2 2 2 Working Capital $m 25 27 21 21 Other $m 17 26 26 26 Total Liabilities $m 57 55 49 48 Equity $m 154 152 165 180 Capital Employed $m 136 134 130 134 Net Debt/(Cash) $m (18) (18) (35) (46) Net Debt/Equity % (12.0%) (11.6%) (21.3%) (25.7%) Net Debt/Debt+Equity % (13.6)% (13.1)% (27.1)% (34.6)% Net Debt/EBITDA x (0.5) (0.4) (0.8) (0.9) Working Capital/Sales % (7.7%) (7.9%) (4.4%) (3.5%) D&A/PP&E % 19.0% 23.2% 21.2% 14.0% DCF VALUATION $m $/share Risk Free Rate 6.5% Equity Value 352 $0.48 Market Risk Premium 6.0% (Net Debt)/Cash 18 $0.02 Beta 1.30 Franking Credits $0.07 WACC 13.5% DCF Valuation $0.54 Group Revenue $m 127 132 132 137 Group EBITDA $m 0 0 0 0 Group EBITDA/Sales % 0.0% 0.0% 0.0% 0.0% DIVISIONAL SUMMARY 27% 29% 31% 33% 35% 37% 39% 2011 2012 2013 2014 Margin Trends EBITDA/Sales EBIT/Sales -105 -90 -75 -60 -45 -30 -15 -36% -32% -28% -24% -20% -16% -12% 2011 2012 2013 2014 Gearing & Interest Cover Net Debt/Net Debt+Equity (%) EBIT Interest Cover (x) 15% 20% 25% 30% 35% 40% 45% 2011 2012 2013 2014 Return Trends ROE ROA ROFE - Reported
  • 12. 12 RESEARCH RECOMMENDATION DEFINITIONS Positive Stock is expected to outperform the S&P/ASX 200 over the coming 24 months Neutral Stock expected to perform in line with the S&P/ASX 200 over the coming 24 months Negative Stock is expected to underperform the S&P/ASX 200 over the coming 24 months Speculative Stock has limited history from which to derive a fundamental investment view or its prospects are highly dependent on event risk, eg. Successful exploration, scientific breakthrough, high commodity prices, regulatory change, etc. Suspended Stock is temporarily suspended due to compliance with applicable regulatory and/or Evans & Partners policies in circumstances where Evans & Partners is acting in an advisory capacity. Not Rated Stock is not included in our investment research universe. Research Criteria Definitions Recommendations are primarily determined with reference to how a stock ranks relative to the S&P/ASX 200 on the following criteria: Valuation Rolling 12 month prospective multiples (composite of Price-to-Earnings Ratio, Dividend Yield and EV/EBITDA), or long-term NPV for resource stocks. Earnings Outlook Forecast 2 year EPS growth. Earnings Momentum Percentage change in the current consensus EPS estimate for the stock (rolling 1 year forward basis) over the consensus EPS estimate for the stock 3 months ago. Shareholder Returns Composite of forecast ROE (rolling 1 year forward basis) and the percentage change in ROE over 2 years. Debt Servicing Capacity Rolling 12 month EBIT Interest Cover ratio. Cyclical Risk Qualitative assessment of the 2 year outlook for a stock/industry’s profit cycle. Industry Quality Qualitative assessment of an industry’s growth/returns potential and company specific management capability. Financial Transparency If we don’t understand it, we won’t recommend it. For stocks where Evans & Partners does not generate its own forecasts, Bloomberg consensus data is used. Analysts can introduce other factors when determining their recommendation, with any material factors stated in the written research where appropriate.
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