Ronald Kruszewski
Analyst · Credit Suisse. Your line is open
Thanks, Jim. A challenging market environment contributed to a generally slow quarter for investment banking services and fixed income trading, which frankly, negatively impacted our results. Our recent acquisitions mitigated the revenue decline in our legacy businesses, but also added to our operating expenses. As a result, compared to the second quarter of 2015, revenues declined by $6.1 million while non-compensation operating expenses increased $13 million, resulting in a decline in pre-tax operating margin from 15.5% to 12.2%. In the quarter, Stifel continued to build a premier balanced wealth management and institutional services company. Our operating model provides us tremendous leverage to invest in the future while at the same time providing shareholders a strong return. We are well-positioned to take advantage of opportunities as they arise and offer clients excellent advice and services. We expect the Barclays transaction announced on June 8, 2015 to close on December 4, 2015. We are excited to welcome these highly talented associates to Stifel. I'd like to start this with looking at the operating environment during the third quarter, which, as I've said, was challenging. The S&P and Dow were down 7% and 8% respectively. The decline in the S&P 500 and increased volatility negatively impacted the equity capital markets, which you can see in our investment banking results. Equity average daily volumes increased 15% in the quarter to 7.3 billion shares while the VIX increased 34%. Corporate bond volumes declined 9% sequentially, pressuring fixed income, both on the Street and at Stifel. The 10-year yield dropped by 32 basis points to close the quarter at 2.04%. Today the yield is 2.22%. Equity capital raising was challenging down 50% from both comparable periods, and debt capital raising declined 24% from June. And here, again, I'm talking about industry numbers. U.S. M&A announcements were up 16% and completions followed, which were up 47%. However, the number of deals announced and completed were below historical trends, down 3% and 9% year-over-year respectively. Our M&A business is more closely correlated with the number of deals versus deal value, as we tend to be more middle market oriented. In terms of equity flows, the trends to international funds and into passive funds continue. If you look at combining mutual funds and ETFs, active domestic funds experienced continued outflows of $41 billion and passive domestic funds had inflows of $9 billion. Taken altogether, the market environment was challenging, impacting Stifel's investment banking and fixed income businesses. Turning to the results for the quarter, net revenues were $592 million, an increase of 12.8% over the prior year, and a decline of 1% sequentially. On a non-GAAP basis, net income was $48 million and diluted EPS was $0.60, which compares to non-GAAP EPS of $0.64 since last year. Comp to revenue came in at 62.9%, which was up approximately 100 basis points over both last year and last quarter. Non-comp operating expenses increased 20% over the prior-year quarter and approximately 10% sequentially. More on this in a second. The combination of increased comp to revenue and increased operating expenses resulted in a decline of our pre-tax margin to 12.2% from our goal of 15%. As evidenced by our numbers, it was a difficult operating environment, but what we've done with our acquisitions is we've invested and prepared ourselves to be levered to both equity and debt markets overall. Over the past number of years, our goal has been to build the capabilities of this firm, and I'm excited about what we are building. That said, our investments have resulted in a revenue picture which does not reflect the difficult market, but also causes non-comp operating expenses to increase markedly. Said another way, revenues from new businesses, which is shown on this slide, have muted the total revenue decline while fixed expenses are up. Revenue from our legacy businesses, which we define as businesses excluding revenue from Oriel, Sterne, 1919 and Merchant, which are acquisitions; these revenues declined 3% compared with the third quarter last year and are down 7% or nearly $43 million from the second quarter of 2015. This revenue decline was offset by revenues from our new businesses. So while revenue declined $43 million sequentially, new business revenue contributed $37 million, and that was primarily the revenue from Sterne. So hence, the revenues appear to be relatively muted. However, there is a noticeable impact on non-comp operating expenses, which unfortunately, are generally immune to market conditions. Expenses are expenses. So our operating expenses on a comparative basis compared to third quarter of last year are up approximately $25 million. $7 million of that is our investments in infrastructure, which is related to building out our infrastructure. It crossed the $10 billion mark, as I've talked about in the past. About $2 million of it is an increase in loan loss provisions from increased activity in the bank and $16 million of this relates to new acquisition. This, in a difficult revenue environment, pressures margins. That said, I'm optimistic that we are in a good position with our core businesses and we're now in a position to grow the Bank. In addition to pointing out the impact of acquisitions on our reported results, I want to provide additional context impacting the quarter. As I said, non-GAAP net revenues decreased $6 million from June 30, the June quarter, due to the challenging market environment. As I mentioned, our legacy business was down 8% while new business almost offset that from Oriel, Sterne, Merchant and 1919. Additional items of note is that net revenues include a gain of $14.7 million in Stifel Bank relating to a gain on sale of Acacia loans, offset by a mark-to-market loss on investments of $7.4 million. These items, net of compensation, added approximately $0.02 to our reported EPS. On the expense side, new business comp expenses for the quarter were up $9.3 million. New Global Wealth Management added about $5 million, again, mostly Sterne, Agee, while fixed income added $4.2 million, again, primarily related to Sterne, Agee. Our legacy business increased non-comp expenses by $3.8 million, as I said. That was our investments in IT, compliance, ERM, audit and operations, and a little over $2 million due to provisional loan losses. We had a benefit in our tax line. We had a FIN 48 adjustment, which reduced our tax rate, so that that benefit took us down by about 34%. Except going forward, we expect our tax rate to return to a more normalized rate of approximately 38.5% to 39%. During this time period, we took the opportunity to repurchase 1.8 million shares at an average price of $44.66 per share. Of that 1.8 million, 1.5 million was repurchased in the quarter, and 300,000 shares at subsequent quarter-end. We will continue to opportunistically repurchase shares. In addition, our board authorized an additional 5 million shares for repurchase under the current buyback plan. With all of that, I'll turn to the next slide to provide some context around our results versus Street expectations. We missed revenues by $12 million, mainly driven by lower investment banking and fixed income, and the comp ratio was 100 basis points higher than expected out on the Street. Taken together, this accounted for an $0.08 decline or miss on those two line items. I've talked about our non-comp operating expenses, which came in $6 million higher than expectations. This added $0.05 to the difference between our results and the Street's expectation. Offsetting this was our tax rate, which came in at, as I said, at 33.8% versus an expectation of 38.5%. Taken all together, these items, we missed expectations by $0.09 a share. Turning to our financial results for the first nine months of the year, net revenues were a record $1.75 billion, up 7.2% over the prior year. Non-GAAP net income was $153 million and diluted EPS was $1.95 versus $1.96 for the first nine months of 2014. Our non-GAAP pre-tax margin was 14.1%. Looking at brokerage revenues, they were up 10% to $290 million and up 7% sequentially. Investment banking revenues were flat compared to last year and down 25% sequentially. While down 25%, which is reflective of the market during the summer, I would note that $120 million in investment banking revenues is a decent quarter. I've said in the past and I will continue to say that as we build this business out, it will continue to be lumpy. And while it is down 25%, I still want to note that I believe $120 million in investment banking is a decent quarter. Asset management and service fee revenues were a bright spot, posting a record $131 million. This increase is due to market appreciation, inflows, and Sterne, Agee's contribution. Other revenues increased primarily to the net $7 million gain, which I talked about previously. I will now discuss brokerage and investment banking revenues. Total brokerage revenues increased 10% from the prior-year quarter to $290 million. Global Wealth brokerage revenues increased 7.5% year-over-year. Equity brokerage increased 4%. Institutional equity brokerage increased 4% and institutional fixed income increased 28%. Total investment banking revenues, as I said, were $120 million, a good quarter. We've done $400 million in the first nine months, which exceeds our record pace of last year. Looking at capital raising, equity capital raising declined approximately 30% versus the prior year. Fixed Income capital raising which is primarily our public finance group totaled $33 million. Our public finance team, through September ranked sixth on par value underwritten and first in number of issues in the country. Equity capital raising decreased 29% to $37 million in the third quarter compared to last year and down 31% from the second quarter. Third quarter activity is off of a seasonally slower than the second quarter given the summer break, but the overall market experienced a pull-back in the quarter, driven by global growth concerns, i.e., China which led to slower third quarter capital raising in terms of both the number of transactions, which were down 28%, and dollars raised down over 50% versus last year. I would note the dollar comparison was exasperated by the difficult comparison in that the third quarter of 2014 included the Alibaba IPO. Furthermore, the healthcare sector, where we have been active, witnessed a correction in September, which affected and continues to affect our activity levels. Year-to-date, overall equity new issuant levels have turned negative in terms of both number of transactions, down 14%, and dollars raised, down 15%. However, our equity pipeline levels remain very solid and we continue to be active in obtaining new mandates. Our activity will always be dictated by current market conditions and will vary from sector to sector. Advisory revenues decreased 2% year-over-year to $50 million and decreased 22% from the second quarter. Our Q3 results are lower than Q2 because Q2 had an unusually high number of large transactions, larger deals, and therefore, fees make M&A lumpy quarter-to-quarter. We did have a success with some larger transactions, including the Susquehanna transaction, which did close in the third quarter. The fundamental drivers remain in place and I expect M&A activity will continue at a strong pace across our industry groups into 2016. We continue to be engaged in a good number of unannounced transactions. The next slide reviews our core non-interest expenses for the quarter. Non-GAAP comp and benefits, as I said, which came in at 62.9% versus 61.8% year-ago quarter, transition pay came in at 3.7%, non-GAAP OpEx were $148 million or 24.9% of revenues. I've explained that increase and the impact of acquisitions on that in a muted revenue environment, as previously stated, the increase in non-comp OpEx, approximately $7 million in investment and infrastructure, $2 million in loan losses and $16 million related to new businesses. If you look at the non-GAAP expenses for the first nine months of 2015, comp and benefits came in at 62.4% at the low end of our range, and non-GAAP, non-comp operating expenses came in at 23.5% of net revenues. The next slide shows the results of reporting segments. Global Wealth Management revenues increased 13% from the year-ago quarter and 4% from the first quarter to a record $357 million. The operating contribution increased 3.5% year-over-year to $97 million. Margins in this segment declined to 27.2%. The margins were lower than last year due to the independent contractors from Sterne, Agee who operate at lower margins than our traditional Wealth Management business. The Institutional Group posted net revenues of $232 million, and the operating contribution declined 12% from last year. Turning to Global Wealth Management in more detail. As I said, in our segments, the difficult environment led to a decline of legacy businesses, and in Global Wealth Management, it was down $20 million, so sort of same-store sales were down $20 million, which reflects the market. But the increase in revenue is obviously entirely attributable to contributions from Sterne and 1919, which were up $47 million. Comp and benefits was 57.1%, non-comp 15.7%, all resulting in pre-tax margins of 27.2%. A very good performance in Global Wealth Management. Looking at Stifel Bank, loan balances were $2.7 billion in the third quarter of 2015, up 36% year-over-year. The loans-to-total assets ratio grew to 59% from 40%. Net interest margin was stable at 2.53% as compared to 2.52% in the prior quarter. Though our NIM is lower than many traditional banks, our after-tax ROA in the Bank is 183 basis points. This benefits from the efficiencies of being funded by brokerage sweep deposits instead of a branch network. So we're pleased with our strategy in the Bank. The Bank continues to be positively exposed to rising interest rates, given the generally short effective duration of our bonds and loans. Asset quality remains very strong. NPLs and NPAs were 5 basis points and 3 basis points respectively. Past-due loans, as a percentage of the total loans, at the end of the third quarter were 9 basis points. Commercial loans increased 10% in the quarter and 34% year-over-year to approximately $1.1 billion. Security based loan portfolio increased 4% in the quarter and 59% year-over-year. It now stands at $1 billion. Our security based loans are floating rate with an attractive spread and they carry a zero percent risk rating. Less than 3% of our client AUM is currently utilizing. Again, as I've said, we're optimistic that we have a lot of runway in this asset class. The Bank also sold $184 million in unpaid principal balance residential mortgages, which caused the gain that I previously talked about. The next slide looks at our Institutional Group results. For the quarter, Institutional Group revenues were up 8% to $232 million, but declined from the second quarter of 2015. Again, one of the themes of this is legacy businesses versus new, particularly in fixed income. Legacy fixed income accounted for $21 million of the sequential decline, and investment banking accounted for $17 million. However, new [indiscernible], which is Sterne, accounted for $15 million of the increase. So, again, what I'm really trying to point out is the revenue potential that we have in this company in a better environment, because our legacy business has not historically been down on a comparative basis. In this segment, the non-comp expense ratio is high at 26.9%. This reflects the investments we've made in the segment. We continue to expect to bring this down over time and to increase our pre-tax margins. I want to provide a quick update on the integration of Sterne Agee. As indicated, our initial purchase price was $150 million inclusive of intangible book value of approximately $40 million. Retention, restructuring and duplicate expenses, we estimated would be $144 million. This was at the time of the deal. Of this amount, $126 million is non-GAAP operating expenses. I point this out because this illustrates how acquisitions impact our GAAP versus non-GAAP results. We look at duplicate operating expenses because even though we expense them to the income statement, the after-tax impact of these, we add to our economic investment in determining our cash on cash return. So you will see that our adjusted economic investment after tax is $196 million. We issued approximately 1.4 million shares in this transaction. I am pleased to report that fixed income integration is complete. Private client conversion and integration is complete. The Trust Company integration and Asset Management migration to our 1919 platform is well underway. And we've had success harmonizing the Stifel businesses with other Stifel businesses. I'd like to give an update next on the Barclays transaction. When we announced this transaction on June 8, we expected to model advisor attrition, which is why our purchase price adjusts with the ultimate revenue we achieved. Today we expect between 95 and 105 advisors will be joining Stifel with $25 billion in client assets, which translates into approximately $210 million to $230 million in revenues. Additionally, we will retain approximately $1.2 billion of on-balance sheet assets, $900 million of client loans held through Barclays' clearing firm, that's in addition, and $2 billion of client cash. The pre-tax contribution for this deal after amortization of our retention deals, will be in the range of $40 million to $60 million. Looking at consideration, we look at consideration primarily in four buckets. The first is stock we will issue to advisors. This will total approximately $75 million pre-tax, which as you know, as we do transaction, the amount of stock that we give to the people joining the firm, we expense and charge. And in this case, we'll charge this in the first quarter of 2015 and 2016. We view this as purchase price. The second is duplicate overhead and operating expenses, which we estimate at $15 million. The third is the amount of retention in the form of 10-year notes, 9-year to 10-year notes to advisors, which we are not disclosing, but are accounted for in the pre-tax margins above. The $40 million to $60 million is after amortizing these notes. And the fourth piece is the amount payable to Barclays, which is not disclosed, and we are not going to disclose, but is not material to our financial statements. We estimate we'll issue approximately 1.3 million shares net settle for taxes. This is primarily to the new advisors joining Stifel. And I could not be more positive about the quality and the business that each Barclays advisor will bring to Stifel. This is a fantastic transaction. We're excited about the value we will create. We are excited about the capabilities and improvements that we've made to our platform as a result of incorporating both the talented product, people and systems and processes from the Barclays investment process, so I am very excited about this transaction. The next five reviews are deal integration costs. As we've stated over numerous years, these adjustments consist primarily of acquisition-related expenses, which we believe are duplicate, will be eliminated and we account for in looking at our economic returns. In the quarter, we incurred $50 million pre-tax related to the duplicate expenses, of which Sterne Agee accounted for $28 million. And you'll see that the one item of note that is a geography concern is that we had estimated in our original analysis of the transaction that Sterne would write off $10 million of employment contracts on their books as part of purchase accounting. It turns out that we needed to write it off on our books. The net impact was zero to our economic analysis, whether or not we increased goodwill or expensed it. But you'll see there is a $10 million item that we did not estimate that is running through non-core, and that in effect, is just something that they didn't expense on their books. On a go-forward basis, as it relates to Barclays, we believe the charge will be approximately $90 million, consisting of $75 million in stock based comp and $15 million in duplicate expenses. Next slide reviews our capital structure. Total assets as of September 30 were $9.36 billion. We will now begin to prudently grow the balance sheet with an emphasis on risk-adjusted returns. We anticipate being subject to the DFAST stress test by the end of 2016. Tier 1 leverage ratio was 16.4% and our Tier 1 risk-based capital ratio is high at 29.4%. At September 30, total stockholders' equity was $2.5 billion. Book value per share increased to $36.63. Our leverage ratio remains low at 3.1 times, Advisor head count stands at 2,846, and total clients' AUM is $208 billion, up 20.5% from last year, primarily as a result of Sterne. Turning now and to wrap this call, I'd like to review our key financial targets, but I want to reiterate that we're building a firm for long-term growth, not for one quarter. We are investing our businesses - we will continue to invest in our businesses, even in tough market environments. However, the capabilities we are creating today will position us well in the future. Today, we see three main levers for growth for Stifel. The first is the impact of integrating our recent and pending acquisitions, primarily Sterne and Barclays. Two additional key factors that Stifel will significantly benefit from are optimizing our current capital base and being positively exposed to a rising rate environment. So before I run the numbers, I guess what this chart shows is our targets and where we think we are on an optimized level and where we've been. And to summarize, the three that I've focused on and talked to investors many times, is that our pre-tax margin target is 15%. Our comp to revenue, we target 62% to 64%, and our return on equity we want to be 15%. And I would note that our pre-tax margins for year-to-date 2015 are 14% versus our target of 15%. Comp to revenue was 62.4%, within the range. And our return on average equity, year-to-date, was 8.5%. And that 8.5% is due to the fact that we have very high capital levels and we've muted our growth. What I will show you in the next few slides is the optimized level, which means what happens as we lever our balance sheet, which we have started. We are over $10 billion today and I'll come to that. And our optimized levels will have pre-tax margins of 15% to 19%. Our comp ratio will be more like 59% to 62% versus 62% to 64%. And our return on average equity, properly levered, will reach our target of 15%. The next slide just looks at the historical and projected asset growth. Stifel has resumed growing the bank's assets and has a potential to further leverage our existing capital base. Total asset growth expected to occur by December of 2015 is comprised of approximately $2 billion from the Barclays transaction and a little over $1 billion in organic growth. $18 billion that you see here represents the potential growth that could occur by leveraging the balance sheet to a 17.5% Tier 1 risk-based capital ratio. The next slide illustrates the projected increase in annual pre-tax earnings from a 100-basis point rise in short term rates. Pro forma net interest income at Stifel Bank plus Barclays was approximately $26 million. Fees, the waived fees is approximately $40 million, so that the total increase in pre-tax earnings of 100-basis point rise in increase rate is approximately $66 million. As I've always said, this analysis assumes current predictive behavior based on current market and competitive pricing. The next slide lays out the benefit of the earnings potential in the Stifel model. We estimate Barclays and fourth quarter asset growth will contribute to our base now of $0.35 to $0.45 annualized. Fully levered, 17.5% Tier 1 risk-based capital, we project, would add an incremental $0.55 to $0.65 annually. And a 100-basis point rise in rates would add between $0.35 and $0.45. And in summary, total potential leverage is in the range of $1.25 to $1.55, which is a significant amount of earnings power. In conclusion, the third quarter was a challenging quarter for the industry, and we were not exempt. That said, we had record revenues for the first nine months of 2015. We are investing in building a firm for future growth that best services the needs of our clients. We are on target to close the acquisition of Barclays U.S. Wealth Management franchise in early December, and this is going to have a significant positive impact on our company. We have work to do on our expense base, but it is also a function of revenues and integrating businesses. I am positive about Stifel's position in the market and our future growth prospects. And I will now open up the call for questions. Operator? [Operator Instructions]