Onex Corporation

Onex Corporation

ONEX.TO
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Q2 FY2015 · Earnings Call TranscriptAugust 13, 2015

APIChatGPT

Operator

Welcome to Onex’s Second Quarter 2015 Conference Call. During the presentation, all participants will be in listen-only mode.

Afterwards, we will conduct a question-and-answer session. [Operator Instructions] As a reminder, this conference is being recorded.

I’ll now turn the conference over to Ms. Emilie Blouin, Director of Investor Relations.

Please go ahead.

Emilie Blouin

Good morning, everyone, and thank you for joining us. We’re broadcasting this call live on our website.

With me are Gerry Schwartz, who is joining us remotely; Bobby Le Blanc; Chris Govan; and a number of our Managing Directors. The second quarter MD&A and consolidated financial statements are on our website and have also been filed on SEDAR.

Our press release and quarterly report include the How We Are Invested schedule. This is a good financial summary of our investments and includes Onex’s capital on a per share basis.

Schedules of fees and expenses have also been posted on our website which are provided quarterly with LTM information. As you will see, we have included a pro forma version this quarter which Chris will discuss later in the call.

They should give greater visibility into the revenue and expenses in our asset management platforms and the parent company. As a reminder, all references to dollar amounts on this call are in U.S.

unless otherwise stated. I also want to remind everyone of the usual forward-looking statements disclaimer and need to point out that all information relating to the fair value of our private companies is the view of Onex’s management.

In addition, we will refer later in this call to collateralized loan obligations or CLO offerings. We are required to remind you that these offerings are made solely to qualified institutional investors and to certain non-U.S.

investors in private transactions not requiring registration under U.S. Securities Laws.

The securities are not and will not be registered under U.S. Securities Laws and cannot be offered or sold in the U.S.

without registration or exemption. With that, I’ll now turn the call over to Bobby.

Bobby Le Blanc

Thanks, Emilie and good morning everyone. Since we last spoke with you in May, the acquisition environment remained about the same.

As a private equity investor, Onex is a market participant for both the purchase and sell of businesses. Given this, we are always cognizant of market condition.

But as a general rule, we don’t spend a lot of time trying to predict macroeconomic factors that are largely out of our control, instead we focus our efforts on controllable outcomes that can be largely achieved independent of market conditions and try not to rely on timing, multiple expansion or overly permissive leverage to generate appropriate risk adjusted returns. In the last several months, we’ve invested or committed more than $900 million in six businesses.

Our investment in Jack’s Family Restaurants is noteworthy as it’s direct result of years of homework, building, relationships and planting seeds in a new sector. As a reminder, Jack’s is a leading regional, quick service restaurant operator.

From nearly three years, Onex Partners has been conducting diligence in the retail and restaurant sector, meeting with business owners and executives to find opportunities that fit our investment philosophy. The Onex Partners team has benefited from ONCAP’s years of experience in this industry, which include our existing investment in CiCi’s Pizza.

Our investment thesis for Jack’s will sound familiar to you. The business has a defensible regional position, attractive free cash flow and a tenured management team who invested meaningfully alongside of us.

We’ll be working with management on an operational improvement plan to enhance the company’s capabilities across several functional areas. There is also an opportunity to expand Jack’s geographic footprint in the southeast U.S.

through new store openings. We’ve also recently announced two healthcare investments.

At the end of July, we acquired the Schumacher Group, the third largest provider of outsourced emergency room and hospitalist staffing services in the U.S. And just last week, we announced our investment in Hospital Physician Partners, the number four player in the same space.

These investments will create a market leader with a diversified customer base and complementary geographies. Not only do we have considerable experience in healthcare generally but we know the Schumacher and HPP business models well through our prior ownership of emergency medical services.

As was the case with BMS, our thesis is to grow organically and through add-on acquisitions. We also expect to achieve meaningful synergies through the combination of these two businesses.

We are always working with the management teams at our existing companies to create value. Last week we invested in Somerset Tire Service, a meaningful add-on for Mavis Discount Tire.

The acquisition of STS enhances Mavis’ position in the northeast by expanding into neighboring states where it has a smaller footprint. In addition, it provides the company with greater scale and improves Mavis’ purchasing power.

Last month, we once again took advantage of the strong credit markets working JELD-WEN’s management team to raise an incremental term loan to fund distribution and to provide the company with additional capital for potential acquisitions. Onex’s portion of the $432 million distribution was $89 million.

Including prior distributions, we’ve now realized almost 50% of our original investment and the business remains considerably levered at 4.3 times. Moving onto our credit business, we continue to build our CLO platform.

We completed our 9th CLO, raising about 750 million and established a warehouse for a 10th. We also called our first CLO which generated an 18% IRR on Onex’s $36 million investment.

Since launching our credit business in 2007, we’ve grown AUM to $6.2 billion. We expect our CLO platform to be an ongoing contributor to both our management fees and AUM growth and our focused on expanding our other credit strategies through various product lines and multiple distribution channels.

As has always been the case, we continue to build alignment with all of our investors through our team’s significant personal investments in everything we buy. Over the last four months, Onex management invested another$ 60 million, bringing the team’s total investment to more than $2 billion in our underlying operating businesses, credit funds, and Onex shares.

I’d now like to hand it over Chris.

Chris Govan

Thanks, Bobby, and good morning everyone. My comments this morning will focus on three supplementary schedules that Emilie mentioned earlier, How We Are Invested; the Schedule of Fees and Expenses and new this quarter, a Pro Forma Schedule of Fees and Expenses.

So, turning to the How We Are Invested Schedule, there are a quarter-over-quarter changes to highlight. The value of Onex Partners private companies closed the quarter at $2.4 billion, a $132 million change from the end of Q1.

This change reflects an aggregate value increase of $140 million or 6% in the quarter, net of $8 million of distributions from our operating companies. This increase in value also impacted Onex’s unrealized carried interest which closed the quarter at a $149 million, up $19 million in Q2.

The aggregate value of our ONCAP investments was also up by $39 million in the quarter, reflecting new capital invested in ITG and an $18 million or 6% value increase. In total and net of the markdown of Sitel, our private equity investments generated about $140 million of value for shareholders in Q2.

Moving down the schedule to credit, there was a $29 million increase in our investment there which was made up of two pieces: A $16 million net increase in capital allocated to CLOs as a result of the activities, Bobby mentioned earlier; and $13 million of mark-to-market income in Q2 from an Onex’s CLO and hedge fund investments. Overall, our capital per share increased 4% in the quarter to $54.72 or C$71 at yesterday’s exchange rate.

Looking at our longer term performance, for the five years ended June 30th, Onex’s capital per share has compounded at 13%, a little shy of our 15% goal. In thinking about the potential growth in our capital per share going forward, it’s important to note the meaningful change in the mix of our assets since year-end.

Our invested capital is now close to $4 billion, an increase of about $800 million or 25% since year-end, this provides Onex with a much larger foundation for generating value going forward. As you’d expect, we’ve seen a corresponding decrease in Onex’s cash and near cash which now stands at about 33% of hard assets, down from almost 50% at year-end.

However, with just over $2 billion of cash and near cash, we can comfortably fund our commitments, respond quickly to larger opportunities and where appropriate, invest capital to grow our existing businesses. While the How We Are Invested schedule and the changes in Onex’s capital per share are good measures of Onex’s investing activities, they do not reflect the enterprise value of our asset management activities.

These platform manage $16 billion of other investors’ capital, most of which is committed by long-term institutional investors. The schedule of fees and expenses is one measure of the contribution that Onex, the parent company makes over and above the return from its invested capital.

This schedule compares our asset management revenues and treasury income to the total cost of running Onex. If the net amount is positive that means the parent company’s operations have contributed to growth in NAV.

And this has been the case every year since we started publishing the schedule for 2010. In the schedule of fees and expenses for LTM June 30th, the calendar 2014, a few items merit discussion.

Private equity management fees of $97 million represents a 37% increase. This increase was driven by the inclusion of an additional two quarters of fees from Onex Partners IV.

As you’ll recall, we experienced a one-time decline in management fees last year when we extended the investment period for fund III and deferred calling fees for fund IV. This one-time decline will completely roll-off during Q3, when LTM PE fees -- private equity fees should approach our current run rate of 101 million.

The $26 million increase in fees was partially offset by the impact of fewer realizations so far this year. Both carried interest and variable compensation were effective and combined for a net $22 million increase compared to calendar ‘14.

I should note we expect this trend to continue next quarter when Q3 of 2014 drops out of the LTM period. Onex realized significant carry in that quarter from Gates, Warranty Group, Spirit, and Allison.

In total, our private equity asset management platforms contributed $87 million in the LTM period versus $83 million in 2014. At credit, the steady growth of the CLO platform and the associated management fees continued.

Credit ended the quarter with run rate management fees of $36 million. This growth allowed the credit manager to contribute $14 million in the last 12 months, compared to $9 million in calendar ‘14.

Stepping back and looking at the schedule as a whole, you’ll see that the total contribution from the parent company and our asset management platforms in the LTM period was $59 million. However, this number does not reflect the full scope and value of our asset management activities.

It includes 100% of the cost of running Onex, but it includes no revenue from more than $4 billion of private equity capital managed on behalf of Onex shareholders. One way to account for this discrepancy would be through an adjustment to the values in the How We Are Invested schedule.

If institutional limited partners are using these marks for assets that are subject to full fees, Onex’s interest in those same assets arguably deserves some sort of premium, since it isn’t subject to fees. However, calculating such a premium would be pretty complicated and no doubt, subjective.

So instead of making adjustments to the How We Are Invested schedule, starting this quarter, we provided you with a pro forma schedule of fees and expenses, consistent with that presented at Investor Day in June. As a reminder, this schedule includes pro forma adjustments for fees and carry on Onex Corporation’s capital, assuming that this capital was subject to the same fee structure as our institutional limited partners.

This pro forma schedule is a better illustration of the scope of our asset management platforms and we think is more useful when trying to assess the value of those businesses. So, looking at this pro forma schedule, you’ll see that the changes in the LTM results as compared to calendar 2014 are consistent with my earlier comments, two additional quarters of feed from OP IV drove a $36 million increase in private equity management fees; lower realizations of affected both carried interest and variable compensation, resulting in a net $69 million decrease; and continued growth at credit provided a $5 million increase in its net contribution.

Overall, the total pro form contribution from the parent company and our asset management platforms in the LTM period was $188 million or about $1.70 for fully diluted share. Again, we think these pro forma numbers provide a more accurate picture of our asset management businesses.

That brings me to our second long-term goal: Grow fee generating capital by 10% per year. As we said before, we would advise against focusing on the short-term performance relative to this goal as fee generating capital is significantly impacted by private equity fund raising and realizations, both of which are episodic.

That was the case again in the 12 months ended June 30, with total fee generating capital decreasing by 4% due to significant realizations in the second half of ‘14. Two things to note there though: The realization driven decline in private equity AUM is masking strong performance of credit where fee generating capital increased by 18% over the prior year; and, our long-term performance remains strong with total fee generating capital growing at 13% per year over the last five years.

Finally and before we open it to take questions, an update on our stock buyback program where we continue to be active. In the four months ended July 31st, we repurchased 2.25 million shares for C$159 million that brings our total repurchases in the first seven months of 2015 to almost 2.9 million shares at an average cost of C$70.40 per share.

That completes my comments.

Operator

[Operator Instructions] Your first question comes from the line of Geoff Kwan.

Geoff Kwan

I had a question around the U.S. on the real estate side.

It’s something you guys have been talking about more for the last few quarters; and just wanted to see if there is anything changing from a strategy or a growth perspective from the standpoint. I recall that there’s some kind of U.S.

tax issues that might limit your appetite to be able to grow that business, but just wanted to get your updated thoughts on that.

Bobby Le Blanc

So, our existing real estate platform is really down the one major project in Queens. And in that project in Queens, there has been 363 million total invested of which 317 million with Onex.

We recently sold the retail portion of that project to Blackstone and are selling other smaller piece of retail to Blackstone in a couple of months. If you look at that, those proceeds and add other proceeds to-date, we’ve got about 53% of our money back on the projects.

And if all goes well from this point forward, we expect to get all of our money back and even generate a modest gain. We continue to look at real estate as an interesting asset class and are constantly looking for ways to perhaps raise third-party capital around that asset class over time, but we’re pretty much in the early stages of that analysis at this point.

Geoff Kwan

The second question I had was around JELD-WEN. You guys talked about the distribution that you had in the past month.

Can you maybe talk about how the industry environment is, maybe specifically in the doors business in the U.S. but also any other color on other products and geographies?

Anthony Munk

I’d say that the environment continues to be descent. Our view is that we’re in the early stages of a recovery, based on historical precedent periods where you had a sharper decline as we saw from sort of ‘08, I guess down to the trough in ‘09.

You would have expected a stronger, more buoyant environment. This recovery has been more muted.

And I would say that it’s probably being a little bit slower than people would have expected. Having said that, we think that we are in the early innings of a recovery.

We think everything is lined up in terms of a cycle that remains strong for quite a few years to come. Housing starts are roughly 60% of their historical long-term average and well, well below their peaks in 2007 I guess or 2008 when they approached 1.8 million single starts or close to 680 right now.

So, we’ve got long ways to go. And in some ways that’s been beneficial to us at JELD-WEN because I would say that we really weren’t in a position operationally to be where we wanted to be to take advantage of that recovery.

So, the market remains in good shape. We think it’s going to last for quite a while from here.

Specifically related to doors. The environment is good.

As you know it’s effectively a duopoly between ourselves and Masonite. There are some other competitors but they’re relatively small.

You can follow what Masonite is doing; they’re publically listed. You can listen to their quarterly reports that essentially they continue to talk about the fact that pricing is going to remain strong and they feel positive about the prospects for their business.

And I’d say that those comments echo our views as well.

Geoff Kwan

Okay, thanks Anthony. And the last question I had was Chris, you talked about the share buybacks on the last part on the call.

I think if I remember correctly, in prior calls, you guys have talked about sometimes having difficulty finding shares through sale. Just wondering if you find that’s still the case in terms of how active and your appetite on the share buyback?

Chris Govan

I am not sure I want to give away too much in terms of our strategy of share buyback. But I’d say that just given the amount of shares that we bought year-to-date and this quarter, we’ve been very successful in buying without elevating the pricing and we will continue to do that should the opportunity arise.

Operator

The next question comes from the line of Paul Holden.

Paul Holden

So, over the last few quarters, you’ve talked about how busy your team has been with looking at acquisition opportunities and then I guess as well as disposition opportunities. And clearly, we have seen that activity bear fruit from both sides of the equation.

So, wondering if the team remains quite active on both of those fronts.

Bobby Le Blanc

The team remains quite busy. When I think about the number of opportunities we’ve looked at so far this year compared to last, it’s about the same.

We did have a lot of dispositions last year, largely due to the markets being good, number one; and number two, we executed on our strategy for most of those businesses as well. But we constantly look at everything that we own and do buy, hold, sale analysis at appropriate times.

But we’re busy, no question about it.

Paul Holden

I’m wondering if you can just talk about Sitel specifically a bit, the business you’ve owned for I guess over 15 years now and if I am not mistaken have invested some additional capital more recently, but so to sell it a loss this year. So, wonder if there is any particular catalyst behind the decision to sell it now or what the thought process was?

Chris Govan

Paul, it’s Chris Govan. I think everything you just said is obviously correct.

I think with respect to Sitel, we feel that over the years, we actually did execute on lot of our investment thesis. But unfortunately, a lot of that did not bear fruit in terms of actual equity value creation.

Having said that, in terms of the timing of the sale, I think that’s an example of where the very strong sellers market that we’re in led us to the conclusion that now was the right time to maximize value on that asset for Onex shareholders. And we think we found a great partner and the buyer for that business and that management team going forward.

Paul Holden

And then maybe talk about positive the story in terms of BBAM seeing good, EBITDA growth there, so maybe any kind of color you can give us on how business develops and what’s going on that side of the business?

Chris Govan

Do you want to take that one?

Gerry Schwartz

Yes, I’m on. Can you hear me okay, Paul.

Paul Holden

Yes, we can hear you. Great.

Gerry Schwartz

Yes. BBAM is both at asset management and in origination business.

And similar to the way the IPO markets or the equity syndication markets for usual equity issues in the United States, although I believe ebb and flow and sometimes have stronger quarters than others, that’s effectively what happens to BBAM’s origination business in Japan where it has a fairly high market-share in Japanese tax lease market. And equity syndication there has been particularly strong this year and we expect that to continue in the back half for the year.

Paul Holden

And any particular drivers you can point to on why equity syndication volumes are high?

Gerry Schwartz

Yes, I think it’s largely consistent with our original investment thesis on BBAM a couple of years ago which is that aircrafts have really emerged, I should say leased commercial jet aircraft have really emerged as a bona fide asset class. And you’ve seen increased institutional interest in aircraft and investing in aircraft, both aircraft debt and aircraft equity.

And what’s happening in Japan is just another representation of that. You’ve seen it with more sovereigns, more insurance companies and other forms of institutional investors also moving into the space.

But Japan is at the forefront of that, in part because of its tax regulations and in part because it has a fairly large air travel industry and also a fairly large aerospace manufacturing base. So, there is a lot of mind share for aircraft and aircraft investing in general in Japan.

Paul Holden

And then final question with respect to ONCAP, in my numbers looks likes ONCAP III is roughly 80% invested now, suggesting that you’re in a position to start fund raising, some sensitivity around fund raising, but any kind of commentary you can provide would be helpful.

Emilie Blouin

I think you gave me my out, Paul. So, we are very close to 80% invested with ONCAP III.

When a fund gets to 75% invested or committed, we are able to go into the market and start fundraising. So, we can discuss timing or size of a successor fund.

Operator

[Operator Instructions] That concludes our question-and-answer session. I would now turn the conference back to Bobby Le Blanc.