Christopher Bogart
Analyst · B. Riley Securities
Thanks very much, Josh, and thanks to all of you for joining us today. We're going to do things a little bit differently than our usual quarterly earnings calls today. And I'm starting on Slide 8. First of all, we're going to talk about YPF, give you a full update there. And then I'm going to take you through an update on the core business. We're going to talk about liquidity and debt and give you some thoughts about what lies ahead. John and Jordan will then go on and talk about the quarter. We may go a little longer than usual in our remarks, but we can reserve lots of time for questions, and we're able to go beyond an hour if people would like us to do that. Let me start, though, by framing just the key message that I think it's important that everyone take away from today and this presentation and this set of results. Burford is the clear acknowledged market leader in a growing, high-return, uncorrelated industry. We have a very large portfolio that is generating meaningful cash. The YPF loss is disappointing and it's something that we expect to turn around, but it is an entirely noncash event. And in fact, we have made a nice cash profit from it. So let's start by talking about YPF on Slide 9. So as I said, YPF was obviously disappointing, and it was very frustrating to us. Judge Preska, the trial judge in the Southern District of New York, who wrote the judgment a couple of years ago, is a very fine judge and has a 4% reversal rate at the Court of Appeals. And we should have been in that 4%. Unfortunately, we had a divided panel, the 3 judges split 2:1 against us with what we believe is quite a weak decision with poor reasoning. Later today, we're going to be filing our en banc petition, which asks the entire court to take a look at the case again. And in our briefing later today, which will be public when it's filed, we go on what we call that decision egregiously wrong and indefensible. But the reality is that that's litigation. Every case, every lawyer has one case that he or she should have lost. And every lawyer has lost cases that he or she should have won. And frankly, it's that idiosyncratic risk of litigation that lets us generate high returns, and that creates barriers to entry against potential entrants who don't have tolerance for that kind of risk. And look, our process does a very good job of screening in bad cases, but that doesn't mean that we can forever forgo that level of unpredictable risk. That's simply the way that litigation works. And while we will try hard to get a different result in the U.S. courts, statistically, that's something that is realistically difficult to obtain. So that takes us to arbitration. Arbitration here is a process that will let us advance essentially the same claims for the same damages. And the case is very well set up for arbitration. We are experts in doing this. We believe that we're the largest provider of finance to international arbitration in the world. We have, in fact, arbitrated successfully against Argentina before in a case involving the expropriation of two of Argentina's flag carrier airlines. Argentina loses very regularly when it goes to arbitration. 86% of the more than 50 cases brought against it have been -- have resulted in a pro investor outcome. And once there is an arbitration award, the vast, vast majority of arbitration awards are satisfied. So this is not something that is pie in the sky. This is a very real alternative. And for those of you who have been following this case since its beginning, we will always go back to 2015 when we first started this litigation. We said at the time that keeping the case in the U.S. courts is a significant risk and that if we were unsuccessful in doing that, then we had this arbitration avenue available to us. It's just disappointing that we had to go all the way through this U.S. court process before turning and going to arbitration because this is also going to be a process that will take some amount of time. We've had a fair number of questions about the process here. And so in addition to this one slide that you see on the screen, there are several slides in the appendix that have more granular detail about the process and how this works. And the other question we get a fair bit is around cost. A bunch of the costs that you have seen us invest in the YPF case were structural, in other words, costs to obtain the interest in the first place. It wasn't litigation cost. Those structural costs don't need to be repeated. And so going forward, the cost of this case will be consistent with any other complex arbitration case. There's nothing close to $100 million to spend here. Historically, we've spent in the $10 million to $20 million range on arbitration matters. But that's really where we sit with respect to the next steps on YPF and its litigation. And they're going to be kind of quiet because arbitration is an inherently confidential process, and there's not a lot of updating that goes on during it. So let's turn to Slide 10 and talk a little bit about YPF and money. So as you've all seen, and as you were expecting, given the guidance that we gave right after the decision came out, we have applied our valuation policy, and we've taken a very substantial write down of the YPF asset value. But I really would continue to emphasize that that's entirely a noncash matter. If you look purely at the cash side of YPF, this has been a very successful investment. We've made a cash profit of more than $100 million. But as you can see from our comments here about how going forward this affects our financial statements, there aren't many milestones in arbitration. And so you're not likely to see for the next several years much financial statement activity in the case. Let me give some details here that you can read for yourself, and Jordan will be happy to take questions on it. But that's sort of where we are. We're at the -- we have a high level of confidence that some time from now in the future, we're going to be coming back to you with good news from an arbitration award, good news from an arbitration tribunal. But it's something that's going to take a little bit of time and require some amount of patience. And so what that really does for us, while we're obviously unhappy about the YPF result, is it changes the narrative around Burford. For the last few years, YPF has really dominated the Burford story. Many of my meetings with investors would open with YPF, and lots of those meetings never really made it past the discussion of the case. And that was understandable. It was very public, it was very large, it was complicated, and it required a fair bit of effort to properly understand. But now, while we believe the case will resolve in our favor, as I said, it's going to take a number of years, and there's nothing really to discuss in the interim. So that lets us, I mean, close that chapter, to turn the page and start thinking more about Burford and its core business. And let's start doing that on Slide 11. So we're happy now to be able to focus you on the core business because we've got an amazing core business and it, quite frankly, has been neglected by the market for some time. So before we turn to quarterly results, I want to spend a little bit of time refocusing on that core business and trying to get you to understand and share our excitement about it. One of our largest shareholders wrote to us recently and they said the business ex YPF is performing really well, and we see the stock as wildly undervalued. And that's a sentiment that the management team agrees with. The core business that we have is a gigantic portfolio of litigation matters globally, hundreds and hundreds of them. They move along the litigation comparable to maturity fairly rapidly, and they generate substantial cash flow and strong returns. And because we have the market leading global origination engine, we add materially to that portfolio every year. So let's turn to Slide 12 and take a look inside it. We say that we have 237 active assets, but many of those are multicase arrangements. In actual fact, we have somewhere around 900 cases. And a case for us means a substantial complex piece of high value litigation. We're not counting plaintiffs. If we did, because some cases have many clients, we would be in the many thousands. So in short, this is an enormous collection of high value litigation, by far the largest in the world, we believe. And we expect that it's going to produce billions of dollars of cash over time. The cases are widely diversified across any metric you'd care to use, as you can see from the graphic here. I'd make a couple of important points on this slide. First of all, looking at the bar on the right, 35% of that portfolio is from 2015 to 2019. Those are old cases. But for the pandemic, we believe many of them would have resolved by now. But they will resolve over the next bit of time, and they will be a desired source of cash as they do. And let's also look on the left at those undrawn definitive commitments, more than $1 billion now. That's basically something approaching another $2 billion of future cash proceeds as that capital flows out in the cases and then returns at our historical rates of return. And we already have those cases. We don't need to do any work to find them. So it's a very interesting portfolio from a financial perspective. Speaking of returns, let's have a look at Slide 13. And let's just remind ourselves of what Burford has already been able to achieve. $3.8 billion of cash for the balance sheet, and in fact, more than $6 billion group wide, at high returns. So in short, we know how to do this. And we have been brought. We have a large portfolio, as shown on the right, and that translates into accelerating realizations, as shown on the left-hand graphic. So the all important question here is around cash. And let's have a look at Slide 14. So this year is going nicely. We have sight of $280 million of cash already this year. But let's step back from short term quarterly numbers, and let's look at the basic model. Most of you have heard me describe litigation before as a conveyor belt. What I mean by that is that it is a rules based process that doesn't permit cases simply to sit and gather dust. Once the case is filed, the system moves it forward through a set of consistent activities and ultimately gets it to a resolution. Every litigation case comes to an end. Unless they're abandoned, and we have never had a client abandon a case, they're simply too large, these cases that we do. The conveyor belt takes each case to trial unless the case settles along the way. Now of course, one of the possible outcomes in litigation is that you can lose. But our full business is designed to help us minimize losses and pick good cases. That is literally the thing we spend the most time on. And we do that with scores of experienced lawyers around the world, with a substantial data science and quantitative analytics function, with proprietary data, and applying our very considerable judgment and experience. And as you can see on the right hand graphic here, it works. Our loss rate, that blue line, is low and stable. So if you don't lose, you're going to make money from a case. There are just two how much and when. The how much question depends on whether you settle or whether you win at trial. When you settle, you make somewhat less money for obvious reasons because you're not taking trial risk anymore and a defendant expects a discount for derisking the case. So there is a direct correlation between settlement rates and returns, as you can see on the graphic in the middle of the page. As we've said before, we're not sure if the increase in our settlement rate is pandemic driven, with courts pushing cases to settle to try to reduce the pandemic backlog, or if it is more permanent because the cases we are doing are ever larger and thus present more trial risk for defendants. We'll see as time passes. But we're not complaining about that because settlements happen faster than trials and they derisk our positions. In short, this is a very good business, but it is not an easy business. We spent a lot of time building a high quality, unique moat, and we are now seeing the benefit of it. Turning to the when question, this is the vexing part to public investors who like predictable quarterly results and forecast models. And this business just can't provide them the way that we would like to. We can provide a lot of predictability around outcomes. But as to when the conveyor belt will do its thing, there are a number of variables at work, including today the question of how clogged up the road in front of us is. But our concluded weighted average lives, as you can see, have been pretty consistent and pretty short. And the weighted average life of our active capital is longer, as you can see in the bullet on the slide, over 3 years instead of in the middle of the 2 year range, but it too has been relatively stable. So there isn't really any question that a lot of cash is going to show up, and it's going to show up in a reasonably short period of time, but precisely when is harder to say. It would be easier for you and easier for us if that were different, but then commercial banks could do this business as well. Slide 15, you've seen before, and it tries to give you some insight into that important how much question. How much cash are we going to be able to generate? And our modeling says the answer to that question is more than $5 billion. And again, this is not including YPF. Now the obvious question is why we are modeling 110% ROIC when our historical ROIC is 82%. And the answer is in two parts. First, the mix of the current book is different than the mix of the historical book. We have learned some lessons along the way and we are better investors today than we used to be. As one example, we have learned not to do small cases. Our ROIC across a significant number of small cases turned out to be pretty weak and certainly dragged down our overall returns. And second, we don't yet know if the settlement rate changes we have seen in the last few years are permanent or transitory. But whatever the precise number will end up being, it still represents a massive amount of incoming cash in a world where we have only $1.7 billion in net debt. There really isn't any plausible scenario in which the portfolio's output isn't meaningfully greater than the debt. And if you then not only look at the freeze frame portfolio, the existing portfolio, which is what Slide 15 tells you, and we turn to Slide 16, this shows you the next level of this story because the portfolio isn't static. We've been growing the business significantly, as you can see on the left, a 17% 5 year CAGR. And new business generates yet more cash. So what we've done here on the right hand side of the slide, it was a quick and dirty calculation to illustrate the point. If we have sort of an $800 million of new commitments a year, and that's perfectly within range for us, ultimately we'll deploy somewhere around 80% of that commitment. And if you apply a ROIC to that, which is consistent with history or our modeling, you can see the outcome. In other words, every year, we're adding well over $1 billion of future cash flow to the mix. So we have the big static portfolio and then every single year, we're growing the incremental cash that we expect to get out of this. I will talk about leverage in a little bit, but the simple answer is that growth delevers this business pretty darn quickly. So turning to Slide 17. Everything that I have been talking about until now is cash. I run the business, and I'd like to talk to investors on a cash basis, not an accounting basis. And many of you have heard me say that for years, with, frankly, a somewhat critical view of accounting terminology at the same time. There are two reasons for my critical eye. One of them is, I suppose, that I've been in and around complex litigation for 35 years now. And that has taught me that accounting numbers are often disconnected from reality. But the second is more specific to Burford. There aren't yet comprehensive accounting standards for this asset class. And a number of the current accounting choices seem to me to be not very sensible or not very helpful to investors. So I focus on cash and not accounting. But here's an accounting slide for those of you who want to look at the accounting numbers. And this slide makes a very important point. Our balance sheet is only carrying our assets at a 22% return. That is 60 points less than our historical returns, almost 90 points less than our modeled future returns. So on an accounting basis, there is an enormous amount of runway here to generate P&L income that will grow shareholders' equity. So that's the portfolio. Let's turn to Slide 18 and touch very briefly on the origination engine. We have the leading origination platform in the industry. And we've just laid out a bunch of the data points here. I'm not going to go through them in detail. You've heard them from us before. We have lots of people. We have data. We have strong relationships. We have global presence, marketing and business development. And what all that translates into is the kind of growth that you see in the graphic on the right. Turning to Slide 19. It's not just that we have been successful doing this and that we're good at doing that. It's also that there is a structural dynamic going on with corporations that drives the acceleration of their adoption of our products. And so this data might be interesting to you. This is from The American Lawyer. So these are statistics about the very largest of the law firms, the Am Law 10, so the 10 largest law firms by revenue, and then the Am Law 25. And what you can see there is basically an explosion of revenue and profits. The chart on the right, just a lever on that. That is the millions of dollars per partner in law firm profit. So these big law firms have gone from sort of $3 million and $4 million of profit per partner to $6 million, $7 million of profit per partner. That's an average of every partner in the firm. And how have they been doing that? They've been doing that by being able to push through double digit increases in their billing rates to their corporate clients. Now that's great for the law firms, but what does it do for the corporate clients? Well, it has an extraordinary consequence because it means that corporate clients who want to use those law firms are having to divert more and more capital from their operating businesses, which generates for them a return and a multiple, to a collateral activity like litigation, which does neither of those things. It's, in fact, injurious to their business to do it. So they do it because they need to, but not because they particularly want to. We are the solution to that problem. And that is why our business has grown the way that it has over time. And this trend shows no signs of abating. And that is why every single year, we have more frustrated corporate clients come to us and use our capital for this very reason. Now let's turn to liquidity and leverage. I'm going to start on Slide 20. We've had lots of questions about the topics, and I want to lay out our position very clearly to dispel any market uncertainty. Our liquidity position is very strong. We consciously raised $500 million in January to buttress our position, and we sit today with more than $700 million of cash in the bank. We have historically brought in much more each year in cash than we need to cover our cash costs, including OpEx and interest. Moreover, as I've laid out in earlier slides, we believe our cash realizations are likely to increase over our historical levels. And by the way, not to keep beating the accounting dead horse, but our reported GAAP operating expenses are generally a good deal higher than our actual cash operating expenses. For example, compensation is our largest expense, and a significant portion of our compensation is through share based or carry based long term incentive programs. Those produce current levels of GAAP OpEx, but are largely noncash. Jordan will detail some other items on the P&L that don't have any cash impact on us in a few minutes. I would also underline that we have not been reliant on cash from the YPF case, nor was YPF included in any of our forward looking cash flow modeling. There was simply too much uncertainty around it. As you can see from the graphic in the center, the last time YPF produced any cash for us at all was in 2019, 7 years ago. We have, in the past, tapped the debt markets to fund gaps between new business opportunities and organically generated cash flow. But as we reported previously, we had already concluded before the YPF outcome that the business no longer needed to do that going forward. And the team has been operating on the basis that we need to fund new business organically. That does present the occasional risk to our ability to do as much new business as we would like, as if we are short on organic cash flow, there is a world in which we would have to constrain new business. But that is only a risk to our future growth rate. It is not a challenge to our liquidity, as the solution is simply not to do the new business if we don't have capital available to do it. To be sure, we would like not to face that issue, and we believe our accelerating cash generation will permit us to avoid it, but it is not a liquidity risk. Slide 21. In a few minutes, Jordan will spend some time on the nuts and bolts of our debt arrangements. But let me speak about leverage strategically. We believe strongly that balance sheet investing, including the use of debt, is the right way to engage in this business and that it is substantially preferable to the use of third party investment fund capital. We've described in detail in the past the reasons for that view. The exception to that view is our strategic relationship with our sovereign wealth fund partner, which has a different economic structure. And that is a relationship we expect to continue. With the sharp decline in the balance sheet carrying value of YPF, again, notwithstanding our long term confidence in the ability of the YPF case to produce a very substantial cash return, we now have a higher debt equity ratio than we would like, and we are going to work over time to address that. When we have spoken before about leverage, we have made the point that the management team are the largest shareholders of this business, and we are very conscious of the ability of some debt funds to behave badly if they obtain the ability to do so. We have always been very alive to trying to ensure that our--and thus your--equity value was not at risk that way through sensible levels of debt, laddered maturities, long dated issuances, and through the design and structure of the debt instruments themselves, all of which are unsecured and all of which are free of any meaningful maintenance covenants. We've previously spoken of having a comfort level of a debt equity ratio around 1.25x. However, that was in the context of more than 40% of our assets being in a single matter. With the effective elimination of that concentration, our asset base is now widely diversified, as I demonstrated earlier, and is capable of supporting a higher level of leverage. We have not yet settled on a precise leverage target, as we would today be above whatever that might be, but the fact that our incurrence covenant is at 2.0x is certainly a relevant criteria. But the bottom line message here is the following. We intend to delever over time, but we are not alarmed by the current posture of the business. And we'd remind investors that the rating agencies agree. Moody's did not alter our debt rating after the YPF event, keeping us at Ba1, and S&P lowered us in March to BB with a stable outlook. So how are we going to do that? Slide 22. The core answer is that we are going to continue to grow the business, and we're going to be even more focused on harvesting cash from the existing portfolio. I spent quite some time earlier demonstrating the cash generative power of the current portfolio. And while equity investors may find our quarterly volatility frustrating, any reasonable view of the timing of cash flows from the portfolio would be considerably faster than our debt maturities. And I also showed how significant the cash generative impact of even routine levels of new business can be. We will also look hard at cash conserving actions. We've been in discussions with shareholders for several years about the dividend. And while no decision needs to be taken today, there is a genuine market question about its benefit. We don't trade on its yield, and many investors do not particularly value us and do not run their portfolios for income. So while we appreciate that some investors do attach significance to a dividend, we would also note, as the slide shows, the delevering impact of not paying it. We also reiterate our longstanding position that share repurchases are not appropriate at this point. We also have in mind a number of ways to manage operating expenses. We have announced this morning the departure of Craig Arnott, our CIO International. That was his choice, not ours, as he seeks out an unrelated final chapter, but it nevertheless reduces our compensation expense. We have some other streamlining in mind as part of both a more streamlined structure and a demonstration of our deep bench. Travis Lenkner is going to become the Chief Operating Officer and work hand in hand with Jordan on those initiatives. Slide 23 talks about growth. As I've indicated, the best way to delever this business and to enhance its equity value is to continue to grow it. We have the people, we have the market position, we have the know how, and we have real demand for our offering. And we believe that we can make the financial construct work. So as we say internally, onwards. And while I've gone on for quite a long time, I will now turn it over to Jon and Jordan for some brief remarks about the quarter, after which we'd be happy to take your questions and happy to stay on past the hour if there's a desire for us to do so.