Canaccord Genuity Group Inc.

Alright. Thank you, operator and thanks again everyone for participating in our conference call.

As always I am joined by Don MacFayden, our Chief Financial Officer. Also today, Jeff Barlow, who is President of our US business sitting in a room with us.

Following the overview of our fiscal fourth quarter and yearend results, both Don, Jeff and I will be pleased to answer questions from analysts and institutional investors. A reminder that our remarks and responses during today's call may contain forward-looking statements that involve risks and uncertainties related to the financial and operating results of Canaccord Genuity Group, Inc.

The Company's actual results may differ materially from management's expectations for various reasons that are outlined in our cautionary statement and in the discussion of risks in our MD&A. Our discussion today may also include certain non-IFRS financial measures.

A description of these non-IFRS financial measures and the reconciliation to comparable IFRS measures are contained in our earnings release and the MD&A for the fiscal quarter. By now, you've all had a chance to likely review the documents and our supplementary financial information, which were made available yesterday evening.

They are available for download on SEDAR or the Investor Relations section of our website at canaccordgenuitygroup.com. So now let's review the highlights of our fourth quarter and the fiscal year performance.

Canaccord Genuity Group earned record revenue of $1.2 billion for 2019 fiscal year, surpassing $1 billion mark for our second consecutive year. Our four fiscal quarter revenues were $285 million, lower than the recent comparable period but still within a solid range for the quarter.

Market dynamics resulted in mixed client activity during the three months period. Despite ongoing uncertainty in the UK and the US federal government shutdown, we still delivered solid quarterly results.

We experienced steady activity levels in both our primary wealth management business as well as our North American Capital Markets business. And this was offset by market driven declines in Australia and the UK capital markets business.

I also want to note that our fourth quarter results are being compared with two of the strongest quarters in our recent history, which occurred in the fourth quarter of fiscal 2018 and more recently in the third quarter of fiscal 2019. Our pre-tax income for the fiscal year was a $136 million, an increase of 23% compared to a year ago.

This translated to earnings per share of $0.80 for the fiscal year, a year-over-year improvement of 36%. And our fourth fiscal quarter contributed $0.12 of this amount.

Looking at our earnings per share by business segment, for fiscal 2019, we estimate that our wholly owned global wealth management business contributed $0.43 or about 53% of our total EPS. With the remainder contributed by our global capital markets business.

I'll note that this result is in line with our stated goal of having our wealth business contribute at least 50% of our earnings even during stronger periods for our capital markets activities. Throughout the fiscal year, we continue to deliver on our objective of strengthening our existing businesses and expanding into verticals that we know best.

As a result, our company is demonstrating the resilience and sustainability that we've been working to achieve over the past few years. In keeping with our strategic priorities, late in the fiscal year, we announced two acquisitions that will strengthen our global franchise.

As we strive to increase our profit margins and drives stronger returns from less cyclical businesses and verticals. The addition of Miller Thomas' private client business in the UK and the Isle of Man contributes growth to our asset base and further expands our wealth footprint in the UK.

This development also enhances our financial planning capabilities as we look to meet the future planning needs of our growing client base in that region. In our capital markets business, the acquisition of mid-market advisory firm Petsky Prunier adds scale to our U.S.

business and creates an exceptional opportunity to diversify our revenue streams and improve our earnings power through various market cycles. The revenue growth and profitability impact of these developments will be more wholly reflected in our upcoming fiscal year.

We continue to watch our expenses closely and our total expenses as a percentage of revenue have decreased modestly on a year-over-year basis. Despite higher compensation costs associated with increased activity in our capital markets business, the expanded headcount in our Canada and UK capital markets operations, our compensation ratio for the fiscal year was 60%, within our targeted range.

And with that I'll briefly review the performance of our operating businesses. Our wholly owned wealth management businesses are delivering stable revenues and a greater share of our overall profitability as I mentioned.

Excluding significant items, our combined wealth management businesses contributed record pre-tax net income of $75.4 million for the fiscal year, an improvement of 31% compared to our previous fiscal year. This was achieved on revenue of $462 million, up 25% from a year ago.

We ended the year with client assets of $65.7 billion, a year-over-year improvement of 7% over the previous fiscal year. With 73% of our revenue derived from reoccurring fee based activities, our UK and European Wealth business is an important driver to our overall firm-wide earning stability.

Revenue in this business increased by 26% year-over-year and excluding significant items, the pre-tax net income contribution from this business increased by 30% to $49 million. Despite increased development cost in connection with our growth initiatives, the adjusted pre-tax margin in this business was 19% for the fiscal year.

Our Canadian wealth business delivered another year of impressive growth, with year-over-year revenue increase of 23% to $207 million. This business contributed pre-tax net income of $27 million for the fiscal year.

Client assets increased by 33% to $21 billion in the average book size per IA team increased by 23% compared to a year ago. Since we began our recruiting efforts in 2016, we've added advisory teams and new clients representing over $9 billion in assets.

And we have strengthened our competitive position as the leading independent wealth management business in Canada. Our investment in this growing business and improved reputation is making our platform increasingly attractive to establish advisors and our recruiting momentum has remained strong.

We begin the 2019 fiscal year with a positive outlook for continued growth in our Global Wealth businesses. As we unlock synergies and expand our share of wallet from our existing clients.

We will continue to focus on asset and revenue growth but with a greater emphasis on margin improvement. We are steadily improving our pre-tax profit margin as we move towards our fiscal 2022 goal of 20% of our combined Global Wealth businesses, a material increase from 16% this year.

We also anticipate that Australia will contribute a greater share of growth for our wealth management operations. Our increased investment in our Australian operation early in the fiscal year has given us a greater foothold in the region from which we've been actively exploring opportunities to increase contributions from this segment.

Although, we've placed a strong focus on adding scale in our wealth management business through acquisitions and recruiting, a key element of our strategy also involves organic growth through innovation, product development and expansion of our client relationships, as we strive to increase allocations towards advice based services. Moving to our global capital markets business, for the 12-months period, our global capital markets division participated in 344 transactions to raise proceeds of $31 billion for global growth companies.

Without question, our industry was impacted by significant market headwinds during the fiscal year, largely driven by ongoing political uncertainty in the UK, a U.S. federal government shutdown during our second half, and a rotation away from small-cap equities in Australia.

Despite these challenges, our global capital markets operations earned annual revenue of $704 million and adjusted pre-tax net income of $80 million, a year-over-year increases of 11% and 29% respectively. On a regional basis, our U.S.

operation was the most significant contributor of revenue for this segment has $304 million for the fiscal year. This business also achieves significant profitability for the fiscal year with adjusted pre-tax net income of $28 million, up $5 million from the previous year.

We expect that profitability in this operation will continue to strengthen as we realize the benefits of the expanded advisory capabilities that has been driven both organically and through the acquisition of the mid market advisory firm Petsky Prunier. The integration of this business is progressing very well and the teams have already won several new joint mandates.

Our Canadian business was definitely the strongest contributor to profitability in this segment, delivering an adjusted pre-tax net income of $63 million, reflecting increased activity levels and our active involvement with numerous transactions in the cannabis sector. Commissions and fees revenues in this business also increased in each quarter since we completed our acquisition of Jitneytrade in our first fiscal quarter.

As I've said before, it is widely known that Canaccord Genuity has established leadership in the cannabis sector and that lead is now extending into our advisory business in Canada, where we are currently engaged on several transformative engagements. Our Australian business experienced a difficult period for small cap equities in addition to the impact of mark-to-market losses on certain fee based inventory positions.

That said capital raising activity in the region has recently gained momentum and the outcome of the recent federal election in Australia gives us optimism that this business will recover as activity levels improve. And finally, despite a strong third quarter in the UK, the three-month period most recently from January to March 2019 experienced an eight-year low for listings in both the LSE and AIM markets, a result of prolonged Brexit uncertainty, further compounded by fears of a global economic slowdown.

As you know, we took steps to restructure this operation in the fourth quarter to reduce exposure to the volatility historical losses with that we have experienced with our capital markets activities in the region. As a result, a restructuring charge of $12 million was recorded in the fourth quarter.

Looking ahead, we anticipate operating a more focused UK Capital Markets business which can deliver excellence for its clients across a smaller group of core focused areas. Our strategic focus for global capital markets business has centered on establishing mid market leadership in core focus sectors, while making disciplined investments to deepen our client offering and enhance earning stability through market cycles.

I continue to be encouraged by the depth and quality of the people on our platform and the ability for us to form trusting relationships with leaders of some of the world's most compelling growth companies and investors. Our improved business mix has contributed to both earning stability and earnings growth.

We ended the year with another solid performance and increasingly constructive outlook for both our wealth management and capital markets businesses. Our efforts to increase stability in our business have delivered the added benefits of driving enhanced outcome for our clients and making us a stronger competitor.

In connection with our commitment to return a portion of our earnings to our shareholders, I'm pleased to confirm that Board of Directors has approved a supplementary dividend payment in the amount of $0.16 per common share in addition to our $0.01 base quarterly dividend bringing our total annual dividend to $0.20 which is within our stated objective. Given the stability in earnings growth that is being driven by our Global Wealth business, I'm also pleased to report that our Board of Directors has approved new dividend policy for the coming fiscal year.

Beginning in the first quarter of fiscal 2020 will eliminate the practice of paying variable supplemental dividends at the end of each fiscal year. Instead, we will adjust our quarterly dividend as appropriate to reflect the general business and financial conditions and other relevant factors determined by our Board of Directors in each quarterly reporting period.

We've stated that our first regular quarterly dividend is expected to be at least $0.05 per share. More information about these factors and the revised policy is available in our MD&A which was filed yesterday evening.

We have also allocated more capital to buyback shares. During the fiscal year, 1.4 million shares were repurchasing for cancellation and we expect to accelerate our share purchase program.

Looking ahead, we anticipate that our buyback programs will continue to be an important feature of providing returns to our shareholders, especially in periods where capital markets business delivers outsized returns and the appropriate consideration of the aforementioned factors. Our improved business mix has contributed to both earning stability and earnings growth.

We are excited about the opportunities ahead and more importantly, we are well-positioned to manage through the inevitable challenges that this dynamic industry presents. We begin our fiscal 2020 year with a robust pipeline and a constructive environment for activities in both our capital markets and wealth management businesses.

And, of course, underpinning our ability to deliver on our strategic priorities is a very strong culture. I believe that a significant market share opportunity exists for differentiating offerings of an independent investment bank in wealth management firm.

And I'm confident that Canaccord Genuity is best positioned to capture this share. While we can't predict the changes in the market environment, we can ensure that we have deep bench of talented and committed colleagues working together every day to deliver the very best outcomes for our clients and shareholders.

And with that Don and I and Jeff would be pleased to take your questions. Operator, if you can open the lines.

Hi, good morning, everybody. So why don't we start off in Canada and I guess maybe just thematically in the quarter, it looks like we're seeing expense creep a little bit on both sides of the business.

And I'm sure some of this is just investing for growth. Why don't we start in the wealth management unit?

They're obviously good growth in assets, but it was a pretty meaningful uptick in the G&A line there for the quarter. So what are some of the factors that are driving that?

And is that just an unusually high level or is this something we can expect to be continued?

Yes. We think it's an unusually high level.

And we don't think it's something that will necessarily drive forward. We had robust pipeline of hiring activity, sometimes legal costs and other costs associated with that hiring activity.

And there was a certainly a definite material one time expense associated with that. There's also when we hire advisors, we have to pay a lot of transferring fees and expenses associated with bringing in the advisors.

That's also expensive and sometimes that can get chunky in a certain quarter. Then I think the final point is just internally and that's affected both our capital markets and our wealth business is as we allocate cost to the division yearend tends to be a true uptime, Jeff, where we take a lot of our costs and get them fully allocated.

We may have not perfectly done it quarter-by-quarter and that created some additional charges in the quarter, but I'm looking over to Don to see if I got any of that right.

Yes. That's generally right and in addition there were some conference costs that just sort of enter into that quarter as we sort of do our --there's some yearend conferences and activity along those lines, which tends to build up the T&E part of the -- of the G&A for that particular quarter.

Yes. So I would argue that the T&E chunk, yes, maybe that is creep.

I'd say the other stuff is more one time-ish.

And good progress in continuing to bring in new adviser groups into the business. So what are you seeing out there in the market today in terms of pipeline and the composition of what you're seeing it there from a quality perspective to come and bring into your business?

Yes. I mean from a quality perspective excellent.

We continue to talk to the leading advisors on the street. We continue to actively recruit.

I don't think the pipeline's shrink. I don't think it's growing.

We don't see a big competitive environment in the pipeline. We tend to be getting who we are going after.

We're committing more resources to a recruiting effort. We've hired a national recruiter, a head of national recruiting recently.

So it can -- the math hasn't changed arguably came down a little bit in terms of the economics to us and recruiting is probably better than it used to be. And we continue to be pretty active but what I probably want Stuart to answer that question.

Stuart Raftus answer that question more accurately than I just did.

And okay why don't we move over to the capital market side here in Canada. I mean obviously a little quieter quarter to start the year.

We all felt that here G&A creeping a bit higher, also I did notice maybe Don can answer this one. The salary, the salary and benefit line was up pretty meaningful.

You've been running around $1.3 million - $1.4 million and then all of a sudden it was $2.3 million. So were there some true -ups there also to the end of the year from the expense perspective?

There are some true-ups but as well there is just some -- it's our fourth fiscal quarter but it's the first calendar quarter. So there's some natural increases associated with just, as you know, as in the first part of a calendar year things like benefit and so forth kind of get into the expense line and as they get capped out later in the year.

Do you understand that, Jeff?

That makes sense and then maybe for you, Dan, a little quieter quarter obviously from cannabis and just general capital raising activity going on. What's your view or your take on where we are in the mid market in capital markets in Canada?

I mean it certainly feels like that we continue to see a decline in the number of institutional clients that are out there. They're facing redemptions.

We're seeing fewer small cap managers on the street, but I think maybe I'm answering my own question. It feels like we're seeing a bit - maybe we're seeing a bit of a pivot towards M&A there also.

And what's your take on where we are and do you think activity is going to pick up here as we move through the year?

Yes. As we all know, it's an impossible to predict a capital markets business.

I think you've heard us use words like constructive environment, good environment, starting off the fiscal year well. We feel pretty confident on where we are right now and you've got really good visibility for three months and terrible visibility beyond that.

The only thing I'd say that could be different from what you would see in a traditional dealer is we do a lot of small cap financing, Jeff, like little stuff that comes out of our retail system or comes out of our origination group. And the pace of that activity continues to be pretty extraordinary.

So we're not really seeing that downturn at that really small end. And you're right that from an institutional, small cap institutional investor perspective that may be slowing down, but a lot of our stuff is going to family offices, rich people, and retail.

So we haven't seen that degree of a slowdown. And we are seeing the early stages and the early signs and I've said this before, so I'm really reluctant to say it of a bit of a mining recovery especially at the small cap side.

So that would fill a massive gap if that was true.

I think we're all hoping for that. Okay.

Why don't we pivot over to the UK? You made the changes there in the capital markets group.

How should we look at the run rate of that business now from an expense perspective? Are there going to be some expenses bleeding off here as soon as we go into this new fiscal year?

Any color you can offer from that perspective.

Well, we've definitely dropped the expense rate in the UK. So I think all the costs associated with the restructuring activity should have been captured in the provision that we took.

So going forward, we should sort of see a meaningful reduction in our run rate of regular expenses.

Right here and I guess maybe some of the commentary there on that portion of the business seems to suggest we might see more in the way of costs with respect to restructuring or write-downs. Is that accurate or you think you've now done the bulk if I assume?

I think we've done the bulk of it. I mean we'll --there's still -- the environment over there is still uncertain.

We've got a big --how the whole Brexit and what unfolds there is still an unknown. So it's impossible to say whether we have to do something more in response to the environment over there.

But we're not anticipating that.

Jeff. I'd pick even a probably a more definitive view than Don's taking and shouldn't surprise you.

But we think we've done what we need to do there. We have a very good plan in place to execute upon.

And a plan that will involve us not losing money there. That's the plan.

So and certainly taking out the volatility of the earnings as we've seen them in the past so and tying that business more closely and aligning that business more closely with our global franchise. So we feel pretty comfortable where we stand.

There's also the added benefit of being able to peel out a fair amount of the capital that we've had constrained in that business, and use it for other purposes as that business shrinks, which it has. There's a real opportunity to bring back capital and use that for other things like dividend and share repurchases and other strategic initiatives we're trying to do.

And then in UK wealth management, obviously, continuing to execute on the plan. They're strong margin in the quarter, some additive M&A occurring.

What's the thinking on the growth from here? And I guess maybe just in particular the prospect of organic AUA accumulation.

Is there -- what's the activity looking like in the market there from that perspective?

Yes. I mean over the last fiscal year, the organic activity, there were some quarters up some quarters down.

Let's just call it zero for a lack of a better term. Our public results are also impacted obviously by FX because we're converting pounds to dollars.

But that being said, our principal objective in that market over the next year is margin improvement. We've done a fair number of acquisitions as you know and it's big revenue like $250 million plus revenue last year.

And if we can improve the margin three or four or five points as we go forward that's a meaningful contributor to profitability. So we're not managing that business on a top-line basis as you'd expect, Jeff.

We're managing it on a bottom-line basis. And that's really where we see the added benefits coming in that business.

Sure. And then I'll try not to hog them like too much longer here but why don't we just go.

Why don't we go over and look at Australia, really pretty exceptional the pressure they felt on the revenue line there from capital markets perspective. And what are the prospects there?

Are we just seeing a real period of very unusually weak activity? And then does it normalize a bit from here?

What are your thoughts on that?

Yes -- the great question, you'll remember, Jeff that our Australia business tends to take a very partnership approach with its clients. That means it tends to take a lot of its fees in stock intentionally, well planned out, it's the strategy that we're deploying there.

When the market moves around those fees are booked as revenue or as a deduction from revenue. So even though the activity looks like it's very, very low, a lot of that decline is caused by mark-to-market on fee base securities.

So the activities down for sure but not down reflective of those numbers. So as the market recovers, your revenue goes up as well because you'll recapture some of those fees even though they're deeply discounted from a mark-to-market perspective, plus activity is a lot better in the UK right now -- sorry in Australia right now as well.

So we actually feel pretty confident in our Australia business going forward.

And you made some comments there about looking to expand the wealth management in that country also. What's the backdrop in the market looked like for that?

Are you able to -- do you readily pick up some advisors or is this something where you might need to make it a bit more of a platform investment?

Everything. I mean there's nothing that we are not looking at.

We've spent a lot of time in the market, both our Australian partners have spent a lot of time in the market, and our partners in North America and Europe have been there helping. We are certainly assessing the market.

We see an opportunity at Australia to build a business not too similar to the business that we have in Canada. And it's a very, very similar operating environment and we remain very convinced that that's the right thing to do.

We took up our ownership in Australia as you know from 50% to 80%. The primary objective of that increase in ownership was to grow our wealth business in Australia.

Hi, good morning. You mentioned some capital being released as you sort of pulled back from that UK market.

Is there anything you can quantify there that you'd be willing to share?

Yes. Capitals all amorphous.

Don, what do you want to say?

Well, I mean you don't, it's really how do we deploy the capital. So I think as trading books get reduced and that frees up inventory amounts, it frees up deposits and so forth.

So I think we purposely not explicitly quantified it, but it'll be an opportunity to redeploy capital from being invested in the US, in the UK business for redeployment for corporate activities.

Is it tens of millions or hundreds of millions?

Not hundreds, tens.

Okay.

That's exactly what I was going to say, Graham. Tens and tens not hundreds and hundreds.

Okay, that's helpful. Could you just give us a little bit of context of what you've actually done with that restructuring in the UK?

What sectors or areas are you remaining in and where have you pulled out us from pull back from?

Yes. We're -- for competitive reasons; we're being a little amorphous on that.

I'm giving you that type of clarity just because it's -- it's not our competitors business and where we're dedicating resources and we're not dedicating resources, but it's fair to say we've narrowed our focus and we're narrowing our focus where our global franchise can create a competitive differentiation for that business. And we spent a lot of time with our folks and professionals over there, understanding where things are at.

I think you've heard me say in the past that business wasn't necessarily as integrated with the balance of our operations as it needed to be or it should have been or was. I think that will change going forward.

So you'll see a more similar sectorial focus as we have in the rest of our businesses.

Okay. The Petsky Prunier acquisition I guess through five months now of 2019, I know it's only been integrated in your business for I think a couple months in this quarter.

But through five months of 2019 how does that compare to the run rate that they had established in 2018 I guess in terms of numbers of deals or revenue or both?

Well, Jeff in the room. I'll let him answer.

Yes. This is Geoff Barlow.

That's been a really good transition into the firm. We've had a number of very good transactions, some larger transactions.

They're essentially right actually probably a little bit above where we have budgeted that business. And I think that's a real positive for the overall organization.

Yes, I mean, Graham, it's obviously early but early signs are all positive.

Okay and then just my last question would just be on the buybacks. If I look over the last four years, your share count has increased every year and I assume that's because of share based compensation is flowing through in some respect.

So how should we think about your sort of appetite for buybacks? Is the growth going to slow or are you actually going to offset the growth in insurance outstanding?

What's the expectation?

Yes. The increase in the share account, first of all, wasn't share based compensation.

I mean all of our LTIP and share based compensation plans. I say all but, Don, I'm sure will correct me, the vast majority of our share based compensation plans are shares that we buy in Treasury from the market.

So it hasn't been share based compensation. The only share based compensation plan is the performance based stock options that we announced last year, which you only get if the stock goes up only fully get if the stock goes up $4 from where we issue them at roughly $7.

So the rest of it we bought in the market. The increase in the share count is shares we issued to grow our wealth business.

I'm over generalizing but that's where the vast majority of the share count came from. It's what the convertible converts into 13 million shares I believe.

We are close to that and those are fully dilutive. So we include those in our share count.

The other shares that we've issued are relatively nominal. There are a couple of million shares here when we bought Petsky; there were a couple million shares when we bought Australia; there were a couple million shares, but you're right.

The short answer is the share count has gone up. You cannot avoid that.

We would see going forward not the pace of growth slowing, but a decline in the number of shares outstanding. If we don't have material accretive things to do, our plan is to use our capital and we make a lot of money is to use our capital and buyback our stock after paying our shareholders a reasonably good dividend based on the back of our wealth, our stable wealth earnings.

So for the last three years since I've been CEO, we've been taking our excess capital in our capital markets business and deploying it in wealth as well. I mean we've hired a lot of advisors.

We've done a fair number of acquisitions in that space. Going forward, we're going to use our excess capital and our capital markets business depending on share price and depending on circumstance at reducing that share count.

Okay Don, did I get that reasonably accurately?

Yes. That's pretty well, yes, it's not so much the share based programs.

It's the convertible instruments and acquisitions and things that have led to the creep in number of shares outstanding.

Good morning and thank you for taking my question. I got two questions if you would.

And they are both UK focused. You had noticed or you had noted the increased development expenses in the UK.

Could you perhaps give us a bit more color on what those develop expenses would be? Are they looking to decrease prospectively?

Does this mean platform related expenses? Those initiatives are done.

The second question would be more revenue related on the UK. And that would be with respect to Thompson Miller.

There was a reference to services within Thompson Miller that you might be rolling out more broadly. Thank you.

Don?

So your -- with your question on the development costs, you're referring to the UK wealth I assume right?

Yes, yes, both questions were.

Yes. I think the development cost there; it just has to do with some cost that were running through related to hard retail and some of the programs put into place for that.

So there was sort of some natural reduction taking place towards the end of the year as we sort of run through those costs.

But I think that Rob was asking a little bit was do we see those costs continuing next year.

Well, there'll be some continuing costs but I think we're sort of approaching a newer level on those costs.

Okay. So those would be part of the margin expansion that you're seeing.

Yes.

Okay, thank you. And with respect to Thompson Miller, could you perhaps talk to some of the services from within that unit that you might be looking to roll out more broadly?

Well, Thomas Miller was a-- is a financial planning business and we have a small financial planning business within our existing UK wealth platform. So I think bringing in that business and combining with ours leads to some natural synergies and some natural connections, plus bringing their investment management activity onto our platform as well is part of the synergistic benefit of the combination of that business with ours.

Yes. I mean the Hargreave Hale acquisition was a large acquisition for us.

We spent a lot of time intentionally, very slowly integrating it into our business and realizing the synergies associated with that. That's part of the reason we're pretty confident in our margin improvement.

The acquisitions we're doing now including Miller Thompson and other smaller ones, it's not a long lead time for integrating these businesses and realizing both the cost and revenue synergies and associated with the business, it's buy and integrate it and do it really quickly. So that's very intentional as well.

So we'd expect to see those benefits a little quicker than perhaps we intentionally took our time within Hargreave. End of Q&A

Okay. Well, thank you very, very much for the time today everybody.

And thanks for all your support over the year. With that I think we're done.