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Good morning. My name is Julie, and I will be your conference operator today. At this time, I would like to welcome everyone to the TMX Group Q2 2019 Financial Results Conference Call. [Operator Instructions] Thank you.Paul Malcolmson, you may begin your conference.
Thank you, Julie, and good morning, everyone. Thank you for joining us today for the second quarter 2019 conference call for TMX Group. As you know, we announced our second quarter results last evening. A copy of the press release is available on our website, tmx.com, under Investor Relations.This morning, we have with us Lou Eccleston, our Chief Executive Officer; and John McKenzie, our Chief Financial Officer. As Julie mentioned, following opening remarks from Lou and John, we will have a question-and-answer session.Before we start, I just want to remind you that certain statements made today on the call may be considered forward looking, and I refer you to the risk factors outlined in today's press release and reports filed by TMX Group with regulatory authorities.Now I'd like to turn the call over to Lou.
Thank you, Paul, and good morning, everyone. Thanks for dialing into the call this morning. As Paul mentioned, last night we reported results for the second quarter of 2019, which included record revenue and record earnings per share on an adjusted basis when compared with Q2 of last year.I think it's fair to say that our Q2 performance is the result of the work we have put in over the last 5 years, that work was to build a globally diversified business, designed to deliver profitable growth for our shareholders even in challenging markets. Despite the decrease in financing activity among Toronto Stock Exchange and TSX Venture Exchange issuers year-over-year, TMX reported a record quarter and a positive first 6 months of 2019.Our performance was driven by higher revenue from our Global Solutions, Insights and Analytics business, including Trayport, along with continued cost management discipline. Our overall performance in the first 6 months of 2019 serves as a strong indication that TMX's road map for profitable growth is indeed on course.John is here to take you through the Q2 numbers in detail. So my comments this morning are centered around some of the key operational highlights in the first half of this year and particularly on providing you an update on the progress TMX is making in our strategic growth initiatives.While results in our Capital Formation business were impacted by reduced levels of financing, our markets added a total of 11 new international listings across all sectors in the second quarter of 2019. Those 11, that number is tied with Hong Kong for the most of any exchange in the world according to the World Federation of Exchanges. And TMX continues to make meaningful and sustainable headway in establishing Canada as a global hub for cutting-edge innovation companies. Overall, the innovation sector continues to thrive with Canadian investors, as the S&P/TSX tech index was up 45% in the first 6 months of the year, outperforming the major North American benchmark indices.During the first half of 2019, we welcomed 24 new innovation companies. Among the 24 new innovation companies, 7 of those were international issuers to TSX and TSXV. That is as many new international innovation issuers as we listed in all of 2018. To date, 3 Israeli companies have listed on our markets this year and 2 more have been publicly announced. We even held our first ever market opening ceremony in Tel Aviv.Our teams continue to engage with a healthy pipeline of private companies as they navigate the next steps in their capital plans and growth strategies. We are confident that as conditions normalize, the next wave of innovation entrepreneurs will follow lead of Montreal's Lightspeed, whose IPO has been a major success story in 2019, and they will also pursue a public listing with TSX or TSXV. And this includes, of course, the cannabis sector. Despite the fact that many of the headlines are focused on U.S., cannabis is a global market. And TMX Exchanges are recognized leaders in preferred platforms for raising capital.In October, we will be cohosting the first ever U.K. Cannabis Investor Day in London with BMO, and this event will be -- will serve as an investor showcase for some of our biggest cannabis issuers. We work hard in Canada and all over the world to boost the profile of our issuers among investors and support their growth, which increases the value of a TSX or TSXV listing. And both private and public companies are taking notice of this.Over the last 3 months, 2 significant cannabis issuers have delisted from the Canadian Securities Exchange and joined our exchanges. In July, Valens GroWorks moved from CSE to TSXV. Their CEO was quoted saying that he believes that TSXV listing will provide the company and its shareholders with many advantages, including greater visibility and enhanced market access for Canadian and international investors.And on May 31, 2019, Charlotte's Web, a Colorado-based market leader in hemp or CBD extract products began trading on Toronto Stock Exchange. These are significant wins for our Capital Formation business and indicative of the attractive value proposition TMX Exchanges represent in this space.Due to changes in U.S. federal law relating to industrial hemp businesses, TSX and TSXV can now list companies in the burgeoning CBD industry. And the opportunity in this industry also extends well beyond the U.S. CBD has become a global story, and our teams are in active discussions with potential issuers all over the world, including in Europe, Latin America, Israel and Africa. And while we've done a significant amount of work over the last few years to help establish TMX as a global leader in emerging industries and to define Canada's Capital Markets as a home to innovation, TMX remains steadfast in our commitment to the resource sector.TSX and TSXV remain #1 in the world in resources. And despite the recent challenges in the sector, we added 9 new mining listings in the first half of the year. For context, those 9 new mining listings equal the same number as the Australian Securities Exchange, the London Stock Exchange and the New York Stock Exchange combined. And we'll continue to promote the benefits of listing on TSX and TSXV to mining and energy companies all around the world.Turning now to derivatives. With the success of the initial phases of our extended hours initiative, Montreal Exchange has evolved into a truly global story this year as well. Trading on U.K. time has served the boost activity and expand global participation in some of our core products.In Q2, early hours volume accounted for about 4% of the total volume in the products traded during these hours. We have begun to work towards implementing the next phase of this initiative, which is to further extend trading hours to sync with Asian markets, thus creating nearly a 24-hour market. Our goal is to launch this next phase in early 2021.Overall, MX volume was up 9% in the first half of 2019 compared to 2018 with significant growth across our signature products, which includes the BAX, the CGB and the SXF. We're also encouraged by the performance of the reinvigorated 5-year government accounted bond futures contract, or CGF. In partnership with our clients at RBC Capital Markets and TD Securities, we have successfully rebooted this contract and the market has responded. Average daily volume in the CGF has tripled since its initial launch in last December. So great progress in derivatives, but you will note in the results that the growth in derivatives trading revenue was somewhat offset by the impact of higher rebates paid to participants and a decrease in revenue from BOX following the expiration of our agreement to provide them solar technology and services, which as I think you all know is a planned exit from that business.Turning now to Trayport, our London-based connectivity platform for European wholesale energy markets. Revenue from the core subscriber business, including the recently acquired VisoTech was up 15% in the first half of 2019 compared to last year, and that included a 7% increase in the average revenue per user. Trayport is making good progress in executing the growth strategy, focused on capitalizing on emerging global energy trends, including the globalization of liquid natural gas and a shift to renewable generation. Coming off a record-setting first quarter of the year, volumes remained strong for the European and the Asian benchmark gas contracts in Q2. TTF volumes were up 56% compared with Q2 of '18 and JKM saw a record monthly volumes in June 2019.As we said, as these markets continue to gain momentum, the growth in volumes will serve to expand the number of market participants and Trayport subscribers. The acquisition of Vienna-based VisoTech, a leading European short-term energy trading platform, enhances our ability to capitalize on further opportunities resulting from increased volatility in the short-term power and gas markets. VisoTech offers customers advanced algorithmic trading solutions, enabling clients to code their own algorithms or use VisoTech's custom algorithms to respond to heightened volatility in the European energy markets. The integration of VisoTech sales, product and technology teams is progressing quickly, and we look forward to updating you on our progress as these new capabilities are integrated into Joule Trayport's core trading screen.So in closing, to summarize, TMX's progress thus far in 2019, we are making significant advances in all 3 of our priority growth areas. And our diverse and global business model, a model that we have worked hard to build, has enabled us to achieve record results in a quarter where some key revenue drivers and market indicators were down. As we look to the future, TMX has demonstrated foundational strength, coupled with a consistent strategic approach to investments and disciplined expense management, provide a strong platform for long-term growth.Thank you for your attention. I look forward to your questions. And with that, I'm going to turn the call over to John.
Well, thank you, Lou, and good morning, everyone. As you can imagine, we are very pleased to report another record quarter last evening. Our revenue was up 6% sequentially, and operating expenses were down 1% over the first quarter of this year. This led to a 26% increase in diluted earnings per share and a 12% increase in adjusted diluted earnings per share when compared with Q1. Our strength and our revenue and our continued focus on managing costs also resulted in record income from operations in the second quarter.Year-over-year, quarterly revenue was up to a record $210.3 million. Our reported diluted EPS was $1.37 versus $1.71 in Q2 of 2018, which included $0.48 per share on a gain of our sale of our interest in TMX FTSE last year. We reported record quarterly adjusted diluted earnings per share this quarter of $1.45 compared with $1.34 in Q2 of last year. The higher revenue in Q2 was largely due to an increase in Global Solutions, Insights and Analytics revenue as well as higher CDS revenue. And these increases were offset by a decrease in Capital Formation revenue, reflecting reduced additional listing fee revenues.Trayport, part of the GSIA segment, continued to deliver strong results in the core business. Year-over-year, revenue at Trayport was up 9%, which included about 6 weeks of revenue from VisoTech. The increase was somewhat mitigated by an unfavorable impact of a stronger Canadian dollar relative to sterling.Revenue in the core subscriber business, excluding Contigo, which was sold in 2018 and including VisoTech, grew by 16%. Trayport's other key stats continue to be strong. Year-over-year trader subscriptions were up 12%, total subs increased by 8% and the revenue per user also grew by 8%. Revenue in the balance of our GSI business was up 6% over last year. There were increased revenues from benchmarks and indices, usage-based quotes, data feeds, co-location and recoveries related to underreported usage of real-time quotes in prior periods. There was also a favorable impact from a weaker Canadian dollar relative to the U.S. dollar in Q2 compared with last year. CDS also reported a strong quarter with a 10% increase in revenue, reflecting revisions to the fee schedule for issuer services, increased international revenues as well as higher revenue from securities eligibility.In Derivatives Trading and Clearing, we experienced a 2% increase in revenue. The revenue increase for MX and CDCC, including repos, was essentially in line with the 6% increase in volumes for MX, but somewhat offset by a decrease in the revenue from BOX following the expiry of our agreement to provide solar technology. As I mentioned, these revenue increases were largely offset by decreases in Capital Formation revenues, largely driven by a 15% decline in additional listing fee revenue, reflecting a 19% decrease in the number of transactions built on TSX and a decrease in the total financing dollars raised on TSX Venture. TSX Trust was down 3%, reflecting reduced revenues from transfer agent activity and corporate trust fees as well as lower margin income, largely attributed to the reduced capital markets activity and lower client balances in the period.Operating expenses in Q2 were $106.2 million, down 11% from $119.7 million last year. This decrease in cost was largely related to a commodity tax provision of $7.6 million and a lease termination charge of $4.5 million recorded in Q2 2018. There were also lower severance costs, and these decreases were partially offset by strategic realignment cost of $1.3 million this past quarter related to onerous contracts in our post-trade business, also related to the changes that we made in the modernization program in Q2.Looking at our results compared with Q1. Revenue was up sequentially in all major parts of our business with the exception of equities trading, reflecting lower volatility. Operating expenses were down in Q2 compared with Q1, reflecting lower strategic realignment costs, reduced payroll taxes and pension adjustments as well as lower depreciation and amortization costs. The decreases were largely offset by higher severance costs, project spending and long-term employee performance incentive plan costs as well as expenses and transaction costs related to the acquisition. Income from operations increased from Q1 to Q2, largely reflecting the higher revenue and lower operating expenses.Now to comment on the balance sheet. We reduced our commercial paper by about $16 million from the end of 2018. Our leverage as defined by our debt-to-adjusted EBITDA ratio remained at 2.3x as of June 30, and we held about $219 million in cash and marketable securities as of June 30. $49 million in excess of the $170 million we target to retain for regulatory and credit facility purposes. In addition, we utilized approximately $20 million in cash to fund acquisitions net of disposals in the quarter.Last night, our Board declared a quarterly dividend of $0.62 per common share to be paid on September 6 to shareholders of record on August 23. At 43%, this payout ratio based on adjusted EPS is within our targeted range and consistent with the dividend payout ratio of our peers.At this point, I will now turn the call back to Paul for the question-and-answer period.
Thanks, John. Julie, could you please outline the process for the question-and-answer session.
[Operator Instructions] Your first question comes from the line of Geoff Kwan from RBC Capital Markets.
My first question I had was on the derivative side of the business because my recollection was the solar revenues fell off at the end of 2018, and you would have been kind of clear of that in Q1, but just trying to take a look at the revenues in derivatives, it was a bit higher than what I would have expected. And I know you talked about the rebate as the offset that maybe would have explained the other way. But is there something else that Q1 versus Q2 explained, why the revenues, say, relative to what the volumes were would have been there?
Yes. The other piece that was going on in Q2 is we had stronger revenues in the repo business. So this you don't see reflected in the actual on exchange trades, but this is transactions that go straight to clearing and it was improvement in Q2 versus Q1.
Okay. And I guess just in prior quarters, I think you hadn't seen this magnitude of improvement. And just if there's any sense that we should expect these volumes to kind of be sustainable going forward?
Yes. You want to keep in mind, this is actually a business that's got growth potential for us, not -- in the past year, we added a number of new participants to the repo service when we added buy-side participants in addition to it. So a lot of those participants came on in the second half of last year. So you're starting to see the flow-through of that activity in 2019.
Okay. And is there any seasonality around that line item specifically?
Not that I can predict for you, Geoff.
Okay. Okay. And just the other question at a high level, just on the listing side. Obviously, we're in the summer months, so we don't tend to see as much activity. But in terms of the pipeline, how you kind of feel of it? I know, Lou, you talked a little bit about stuff with the CBD and what not?
Yes. The pipeline continues to grow. We feel very good about the pipeline. We watch it very closely, Geoff. And the international components, as I've referred to, continue to grow, particularly in places like Latin America where that part of the pipeline is growing probably faster than anywhere else. But very strong, continued strength in the pipeline, including later stage. So that's continued.
Your next question comes from the line of Jaeme Gloyn from National Bank Financial.
First question is related to VisoTech. I was wondering if you're able to quantify the contribution of VisoTech in the quarter?
Yes. We're not going to be able to provide a lot of disclosure in the quarter, but the key metrics, if you go through the financials, you'll see that what we spent in terms of cash to acquire 6 weeks into the quarter, it's not a large business at the start. Total revenue impact under $1 million about breakeven if you exclude the acquisition costs. And it really was to acquire the technology than expand and integrate it across the platform. So that's your impact in the quarter, a little bit less than $1 million breakeven excluding acquisition costs.
Great. And sorry, that was $1 million EBITDA?
Top line, revenue. EBITDA would be about breakeven.
Right. Okay. In terms of leverage, now sitting sort of around 1.8x net debt-to-adjusted EBITDA, debt-to-EBITDA kind of at 2, 3, that's trending down towards the lower end of your 2 to 3x target. How are you thinking about leverage as it relates to capital deployment strategies later in the second half of this year?
I mean the focus is shareholder growth and shareholder value. So the leverage profile, we're very happy with where it's going because it gives us tremendous flexibility. And things like VisoTech that you just talked about, we're actively looking for other opportunities to expand the business by bolting on, by acquiring, by investing in the growth areas. So look for us to continue to do that, we will obviously continue to look at what are the other strategies for shareholder return. And that's something that we're constantly looking at both this year and into next year.
And are you able to provide any additional color around regular dividend increases or special dividends or -- obviously, we know that share buybacks are off the table. So just in terms of those 2 components of return of capital to shareholders?
Yes. I mean given the guidance that we've given around the target for dividend payout ratios and the growth in the business, you should expect those be continued indicators of what we're going to do there.
Okay, great. And you did talk about the M&A landscape a little bit and mostly focused on tuck-in. Is there anything that you would put on like a wish list if you're looking for something more transformational at this stage?
Not that I would share on a phone call, but thanks for asking.
But Jaeme, I mean, I'll add in that too. But we're going to -- we're constantly looking, as John said, and things like VisoTech aren't things that you find advertised in banker books, right? There are things that you find out through the marketplace, through clients, through networks and there are several things like that. The one point about VisoTech beyond initial revenues is that we got a tremendous team. You got a very large development team that we're going to leverage both for Trayport and by the way the integration, as I mentioned, is going, is going very quickly. I mean we expect by early fall to have that product out in customers' hands. And that's, I'd say, we've got a team of people that are developing algorithmic trading. And in my opinion, with the way the volumes are increasing in renewables and in liquid natural gas, it's a 24/7 market, and I think the demand for these kinds of trading tools is nothing less than what happened in equities on the onset of HFT. And that put us as a leader overnight. And those are the things that we're trying to do that are transformational as you grow. They're more organic, but they're transformational. So we continue to look, but we'll continue to stay disciplined. We are looking for things that we can see the impact and will drive organic growth or put us in clearly adjacent markets.
Okay. And maybe if you can just add a little bit of color around what you're seeing in terms of valuations of potential either tuck-ins or larger scale M&A right now?
Well, I think one of the reasons we look for things that we do is because the traditional things that everyone is looking at are valued unrealistically for the most part. And so we look for things that have value based, not just to spend cash. And so I think that the things that everyone is looking at are things that are probably extremely high priced right now in the market. On the other hand, we're happy to pay the right price for real value. So I think that's why we try to look for things that maybe are not on everybody else's radar.
Okay. And last one for me. Just in terms of some of those valuations of, let's say, like Refinitiv or Trade Web that have been sort of spun out recently, are you exploring any potential strategies to service the value of Trayport? Obviously, an incredible loss since acquisition, and just wanted to get some color around that.
Well, again, we think Trayport is early days in its growth potential and its profile. And that our goal right now is to grow Trayport as we are. We acquired that, and we said it was all about revenue synergies. And the historical growth rates were around 7%. We just finished the quarter at 15%. So it's working. So that's where we're going to focus on and we'll focus organically as well as if we find the opportunities. But John mentioned the uses of cash. There's a lot of organic growth in there and investments, whether it's in our development teams or sales teams, moving into new markets, new regions, new asset classes. So we'll be aggressive either way in terms of growing. But we think Trayport is all about growth and the plan that we got right now is what we're sticking to.
[Operator Instructions] Your next question comes from the line of Graham Ryding from TD Securities.
Just to be clear, what was the organic growth rate at Trayport in the quarter?
On [ maintenance ] of currency, about 16%, including that just under $1 million that came from VisoTech.
So you take VisoTech out, Graham, it's 15%.
15% is the organic growth rate, if you exclude FX, is that what you said?
Sorry, excluding VisoTech and FX, yes.
VisoTech and FX. Okay. 8% growth in your subscriber base at Trayport. Is that -- did I get that one right?
Yes, that was about 12%.
And 7%, Graham, was in revenue per user.
Okay, which is important. Okay. The -- I guess my first question is just the VisoTech. Is that -- is the plan there that, that's going to be an incremental product that you get -- that clients would pay for? Or is it embedded in Joule and it's -- the idea is that it just makes your clients -- it is value added, it just makes client experience stickier?
No, it will be a stand-alone application integrated into Joule that our clients will pay an additional fee for.
Okay. Got it. And the rollout is expected in the fall. Is that correct?
Yes, yes. The minimum part of product is already done and clients are testing it, and we expect the full rollout in the fall.
Okay. The Canadian Market Data business, it was pretty strong in the quarter. If you adjust for the FX tailwind and the market recoveries, what did the growth look like in that business line?
I mean, of the 6% total growth, and I'm not going to break down all the different pieces because it was a fairly broad-based contributor to a number of factors. So while those will contribute to a good chunk of that, the other pieces that came from the index revenues, the feed revenues were also important as well.
Okay. So there was decent growth there outside of the FX tailwind?
Yes. Benchmark revenue, usage-based quotes, data feeds, co-location services, so it was broad based in terms of what was contributing to that 6%.
Okay. The clearing and the settlement initiative with CDCC and CDS, I just -- you've obviously sort of revised the plan there a bit. Is that -- should we interpret that as it's going to be likely a lower CapEx spend because you're not going to integrate these platforms? But I guess the follow-on from that would be lower-margin expansion upside sort of once that initiative is complete.
No, I wouldn't assume that it would be a lower CapEx spend because the expectation is the full reform, and we talked about this last quarter of the core clearing and settlement system is going to take longer than we originally anticipated. And the CapEx is really around the development effort and licensing that you CapEx. So in that case, time means dollars. And that's something we would expect to update you on later in the year. The separation of the 2 components does allow us to close and put one piece to bed. And you'll see in the actual disclosures from yesterday that the risk management system for CDCC is actually now complete and live. So there's nothing further that with that one, but the CDS modernization project will continue. And later in the year, we should be able to have more guidance around the time frame that we look to go to market with that, and therefore, what the likely impact is on CapEx from there.
Okay. Excellent. And then the last one was just -- at your Investor Day, there was a couple of initiatives that you talked about TMX Matrix being one, focused on sort of connecting the smaller cap area to growth investors. Just wondering if there's any sort of update or any color on how that's progressing? And then also, just Sarah Ryerson was sort of new at that time and she was looking at sort of revisiting your sort of legacy market data business in terms of how you were going to approach that. Is there any sort of update or progress on that front?
Yes. I mean, I can give you an update on both counts. In terms of Matrix, we have -- we made progress. We've got all of our issuers now from the Venture market are on Matrix. We've added all the financings. So you can now look at any company that's considering doing the financing, that's available on Matrix. We've added a fair amount of investors on the other side of that equation. But in order to accelerate that whole process, what we're now doing, we had always thought about it, integrating TMX Money with Matrix at some point. We're actually moving that way forward now because one of the things we want to do is give more incentive for issuers to be on there. So Money has 1.5 million distinct visitors every month. So we're actually going to really push ahead the combination of those 2 and go to 1 platform. So we get a lot more eyeballs, right, on the platform, and hopefully, to even further encourage issuers to do more on the platform. So it's a good start, but it's a new -- it's a community building effort. But it's got a good start, and hopefully, we'll accelerate it by integrating it with Money.On the other side, the work that Sarah and her team are doing, what we're now engaged in is trying to come up with some really creative models around enterprise pricing that are responsive to the needs of the clients. I mean, as you guys all know, equity trading right now, for example, is a business that's got a lot of challenges to it, as we saw by Deutsche Bank's decision. And we're trying to look at ways to allow our clients to lock in the kinds of subscriptions they need on enterprise basis, get away from the old audit models and really look at longer-term enterprise contracts. They're actually right now in well down the road in discussions with all of our clients and some of the fine-tuning going on there. But I think by the time we get to the end of the year, we are hopeful that we'll have some benchmark enterprise clients with new pricing models.
There are no further question. At this time, I will turn the call back over to the presenters.
Thank you, Julie, and thank you, everyone, for listening today. The contact information for media as well as Investor Relations is in last night's press release, and we'd be happy to take further questions throughout the day. Thank you for joining us again, and have a great day.
This concludes today's conference call. You may now disconnect.