2007 | 2008 | ||||||
Price: | 463.00 | EPS | |||||
Shares Out. (in M): | 0 | P/E | |||||
Market Cap (in $M): | 3,000 | P/FCF | |||||
Net Debt (in $M): | 0 | EBIT | 0 | 0 | |||
TEV (in $M): | 0 | TEV/EBIT |
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Icap
PLC (IAP:
Market
cap: GBP 3.0bb
Like
Tullett Prebon (
Similarly,
derivatives brokers/exchanges Tullett Prebon, Man Financial (MF), NYSE Euronext
(NYX), Tradition (CFT SW), Deutsche Bourse (DHE LN) and GFI Group (GFIG) have
all formally or informally reported record derivatives trading volume and
revenue in the last few weeks.
Further,
price competition with eSpeed in Icap’s core electronic
Icap
has a high-quality voice broking business and the biggest market share of
high-margin, high-growth electronic interdealer broking. Icap is run by its well-regarded, very
incentivized founder-CEO Michael Spencer, who owns about USD750mm of Icap
shares. The market is undervaluing
Icap’s dominant voice broking business, and is also undervaluing the “moat”
that Icap is building in its high-margin electronic trading network. Both voice and electronic derivatives
broking are benefitting not only from current volatility in derivatives, but also
long-term secular market- and regulatory-driven growth in derivatives usage
that should continue for years (from the market’s ongoing multi-year transfer
of risk from risk-averse banks and insurance companies to risk-taking trading
entities, and from the regulatory conclaves of Basel II and Solvency II that
are formalizing this risk transfer into government policy). The market is effectively putting little or
no value on the implicit call option on Icap’s much more significant,
fast-growing and market-leading electronic transaction network.
The
successful electronic platforms in high-volume institutional products appear to
be franchises that will be extremely difficult to displace (“Liquidity begets
liquidity” is a phrase I’ve heard used several times in this context). This is somewhat in contrast to the
fragmented
The
interdealer broker industry
Inter-dealer brokers are a small club of specialized voice and electronic brokers who act as an intermediary between institutional participants in wholesale financial markets, for complex and/or large transactions in equity and credit derivatives, fixed income, money market, foreign exchange, and energy. They operate primarily in the “over-the-counter” market for these products (instruments not traded on an exchange). The biggest interdealer brokers by market share are Icap (25%+), Tullett (18%), Tradition (14%), BGC/Cantor (14%), GFI (11%), E-Speed/Cantor (2%).
These OTC wholesale markets are growing rapidly, as the instruments traded are used to manage and profit from volatility in interest rates, equity and debt markets, commodities and energy, which have all become much more actively traded markets due to proprietary trading from investment banks and hedge funds. Also, market volatility creates more demand for the products that Icap and the other IDBs trade.
The electronic interdealer business is less risky in some ways than the voice business (voice brokers can be poached, electronic liquidity is much harder for a competitor to lure away) but requires much more capital investment and is a less-established business, so in some ways it is riskier.
For more background on the industry, including electronicization of various trading markets and on industry consolidation opportunities, please see my Tullett Prebon writeup.
Overview of Icap
plc
Icap’s
businesses are distributed across 29 countries worldwide and with over 3,500
staff; with Europe and the
Icap’s
revenue breakdown by product is as follows (including both electronic and
voice):
Interest rates 42%
(includes interest rate swaps, options, govt and agency bonds, mortgages)
Foreign Exchange 15%
(includes spot, forwards and options)
Credit 11%
(includes corporate bonds, convertibles, credit derivatives)
Emerging markets 10%
(all markets outside US, North America, and
Energy 9%
(Oil, gas, coal, electricity, emissions, weather, freight)
Equities 9%
(equity derivatives and structured products)
Information 4%
(market data and analysis)
History of Icap
plc
Michael Spencer set up
Intercapital plc in May 1986 initially to concentrate on the new interest rate
swaps market. As a specialist financial
derivatives broking firm, Intercapital grew from the original four people to
over three hundred world-wide, with offices in
Icap was formed
by the merger of Garban plc (a fixed income and FX broker) and Intercapital plc
in September 1999 and was previously named Garban-Intercapital plc. The Garban-Intercapital merger brought
together Garban's traditional strength in government and corporate bonds,
interest rate products and money market instruments with Intercapital's
strengths in interest rate swaps and options, commodity swaps, illiquid
securities and foreign exchange options. Garban-Intercapital plc’s name was
changed to Icap plc in July 2001. Icap
plc subsequently acquired Brokertec and EBS in the
Icap recently
received a waiver from
Icap’s voice business
Icap’s traditional voice business is still its biggest revenue and profit driver, accounting for GBP867mm of revenue in the 2006 fiscal year (ended March 2007), and contributed GBP170mm of EBIT (69%) at an EBIT margin of 19.6%. The voice business is focused on energy, credit derivatives, and interest rate swaps, and includes about 1900 people, including brokers and trainees. Icap says its most important measure of the efficiency of the voice broking business is voice revenue per voice broker, which grew from GBP413,000 in fiscal 2005 to GBP454,000 in fiscal 2006 (by contrast, Tullett’s voice revenue per broker as of year-end 2005 was GBP377,000 and for year-end 2006 was GBP413,000).
The existing electronic business – US treasuries
and spot FX
Icap made two important acquisitions to build its electronic brokerage business. The first was the acquisition of Brokertec in 2003. Brokertec was created in 1999 by an industry consortium and is the leading electronic interdealer derivatives trading platform, primarily in US treasuries (its main competition is BGC/Cantor Fitzgerald’s eSpeed subsidiary, which trades publicly under the ticker ESPD). The second was EBS, acquired in 2006. EBS is a leading electronic platform for FX trading. Icap believes that cost savings from combining EBS’ operations into Brokertec should result in USD58mm of annual cost savings, much of it from redundant technology infrastructure and IT service contracts, which seems plausible.
Icap’s electronic division generated GBP199mm of revenue in fiscal 2006, and GBP55mm of EBIT for a 27.8% margin. Margins are higher in electronic trading because lower commissions are offset by much higher volume, and there are no voice brokers to compensate, although voice brokers get some incentive compensation for moving voice trading to electronic (overall, the shift in mix top electronic led to an overall decline in Icap’s staffing costs from 60% of revenue in 2005 to 57% in 2006).
Brokertec’s historical strength has been US treasuries, and EBS has been strongest in spot FX. Icap has managed to move these two enormous markets from a fragmented voice state to an electronic duopoly, essentially sidelining voice trading and almost all of the original competitors.
Icap’s biggest electronic market has been highly liquid “on the run” US treasuries (less liquid “off the run” treasuries are still traded in large part on the voice market). For many years, Icap’s biggest competitor in this area has been eSpeed, which has for years engaged in destructive price competition on commissions, including giving large traders fixed fee commissions instead of per-trade commissions (if you were a big enough trader on eSpeed, you could pay a fixed fee, no matter how much volume you did, which was eSpeed essentially giving away margin to attract volume).
However, in the last half of 2006, eSpeed essentially ended the destructive price competition with Brokertec. eSpeed had been experimenting beyond flat fees with a variety of pricing offers to large electronic traders, an experiment which appears to have ended. In conversations with traders, it became clear eSpeed’s pricing offers were viewed as “gimmicks” which added little value even though eSpeed was cutting commissions significantly. Algorithmic traders go to where the volume is, as that is how they make their money, thru high-frequency transactions which earn extremely small profits per trade. While lower commissions are attractive to a point, lower commissions are meaningless to an algorithmic trader if the underlying volume is not there.
Instead, the value of Brokertec’s 50% greater market share is in and of itself a moat that is allowing Icap to exercise pricing power now that eSpeed has stopped giving away money. We have heard that Brokertec is already beginning to raise rates for new customers and they are gearing up to renegotiate old deals that allowed high-volume algorithmic traders to trade US treasuries at extremely low rates. Brokertec appears to feel comfortable raising prices substantially in the current environment.
Liquidity does not automatically flow to whoever has the lowest commissions. “Commercial” traders, i.e. users of electronic markets who are simply trying to execute transactions, not make markets as algorithmic traders do, are much more sensitive to being able to execute their volume quickly and at a good price; commission costs are simply too small a portion of the overall transaction value to move them to an illiquid market. “Proprietary” algorithmic traders, who are essentially making markets, are much more commission sensitive, as swings in commission rates can have a much more significant impact on their P&L. However, their core P&L depends on being able to trade in large volume, with commissions as a secondary concern.
Thus, “liquidity begets liquidity” and tends towards a winner-take-all outcome in electronic markets, as everyone ultimately needs to be where the liquidity is. However, users of electronic markets are well aware that a duopoly suits their needs much more than a monopoly, and will generally act to maintain a weaker competitor such as eSpeed (or even start their own) so as to act as a check on unlimited pricing power by the market leader. But, only one other competitor needs to survive in order to check the pricing power of the leader. Therefore, electronic markets over time do and should tend to coalesce around two main market centers.
This
is what has happened to date in the electronic
eSpeed,
by way of background, is run by Howard Lutnick (who also runs eSpeed’s private
parent company, voice bond and interdealer broker BGC/Cantor Fitzgerald), who
is often criticized in the IDB industry for overspending to “poach” voice
brokers. Lutnick has also been attacked
by activist shareholders for allegedly running eSpeed (which is a public
company with 60% outside shareholders) essentially at breakeven or a loss in
order to provide lower commissions for electronic trading to his private
partnership BGC/Cantor, which is the primary source of eSpeed’s order
flow. eSpeed also loans its balance
sheet cash to BGC/Cantor on terms that activist shareholders argue are
disadvantageous to eSpeed. However, BGC
attempted to go public earlier this year and was apparently not able to raise
sufficient interest in its offering, and is now engaging in a reverse merger
with eSpeed which should make BGC/eSpeed a combined public company.
This
has two implications for Icap: first,
eSpeed’s valuation should not be used as a comp to Icap’s electronic broking
business, as we cannot assume eSpeed has been operated so as to maximize its
own profit (which is reflected in its low market valuation); and second, the race-to-the-bottom
pricing in the electronic US treasuries market has probably come to an end for
good, as eSpeed’s arrangements with BGC will be under much closer scrutiny when
they are operating as a unified public company, and BGC/eSpeed management will
be incentivized to increase profitability of the new combined public company.
The electronic opportunity
beyond treasuries and FX
There is no brand loyalty among
traders, so just the fact of being
Icap does not give Icap any advantage in any new market, they need to get the
critical mass of liquidity in any new market.
However, Icap is building two valuable assets that will give them at
least the ability make big entrances into new markets.
First,
Icap’s existing electronic brokerage businesses create physical electronic and
software links to a huge installed customer base, both in the front end for
trade execution, and in the middle and back offices for trade processing and
clearing. Icap has 1600 customer
installations in 45 countries for its electronic trading network, plus another
550 internet-based users.
A
competitor of course can in theory invest the time and money to replicate such
a network (much as anyone could come along and replicate Coke or Anheuser
Busch’s distribution network, if they were willing to invest sufficient time
and money), but it becomes less and less economically plausible for someone to
do as Icap becomes more and more dominant in electronic trading.
Second,
Icap has invested in electronic clearing, settlement and netting businesses for
OTC derivatives (a weak link in the OTC markets), which serves to tie its
customers further to Icap through back-office processes.
Third,
unlike a traditional voice brokerage network which is a “hub and spoke” network
between the interdealer broker and its customers, where the interdealer broker
essentially broadcasts prices on request to voice customers, the electronic
networks are more valuable exchange-type networks where participants can
interact directly to conduct transactions (with Icap as the operator of the
exchange taking a fee for all transactions), which can substantially increase
the number of transactions and the value of the network to its
participants. This raisies switching
costs and stickiness significantly beyond those of a hub and spoke network.
Another
key characteristic making Icap “call option” more valuable is the fact
that markets which go electronic tend to see huge upside growth in trading, in
part because the ability to trade electronically, anonymously, and at low cost
inevitably attracts algorthmic traders, who can generate huge volumes of
activity with a surprisingly low capital base and on extremely low profit
margins per trade. So not only do
existing institutions trade more, as there is less friction and more trading
opportunities, but new groups of high-volume algorithmic traders (who need very
little initial financial capital) come into the market.
Market data
Valuation
These are
historical adjusted summary financials and my projections for Icap as a whole:
Segments, GBP
March 2007A March 2008E March 2009E
Revenue EBIT margin
Revenue EBIT margin Revenue EBIT
margin
Voice |
867.4 |
170.0 |
19.6% |
945 |
189 |
20.0% |
1012 |
205 |
20.3% |
Electronic |
199.1 |
55.4 |
27.8% |
224 |
64 |
28.6% |
255 |
75 |
29.4% |
Information |
39.8 |
22.4 |
56.3% |
48 |
30 |
62.5% |
56 |
36 |
64.3% |
total |
1106.3 |
247.8 |
22.4% |
1217 |
283 |
23.2% |
1323 |
316 |
23.9% |
Summary
financials, GBP
|
2007A |
2008E |
2009E |
Revenue |
1106.3 |
1217 |
1323 |
EBITDA |
277.8 |
325 |
357 |
EBIT |
247.8 |
283 |
316 |
NI |
155.1 |
181 |
203 |
shares |
649 |
649 |
649 |
EPS |
0.24 |
0.28 |
0.31 |
|
|
|
|
Margins |
|
|
|
EBITDA |
25.1% |
26.7% |
27.0% |
EBIT |
22.4% |
23.2% |
23.9% |
|
|
|
|
Growth |
|
|
|
Revenue |
|
10.0% |
8.7% |
EBITDA |
|
17.0% |
9.8% |
EBIT |
|
14.2% |
11.7% |
NI |
|
16.8% |
11.8% |
Icap plc |
Mar 2007A |
Mar 2008E |
Mar 2009E |
TEV/Revenue |
2.7x |
2.5x |
2.3x |
TEV/EBITDA |
10.7x |
9.2x |
8.4x |
TEV/EBIT |
12.0x |
10.6x |
9.4x |
P/E |
19.4 |
16.6 |
14.8 |
Earnings Yield |
5.2% |
6.0% |
6.7% |
Net debt/EBITDA |
NA |
NA |
NA |
Icap valued as a
whole:
First,
if we look at Icap in its entirety, its electronic trading operations (both
from improving margins and volume growth) should give it a higher long-term
growth rate than Tullett, justifying a higher multiple. For the reasons outline above, I think it is
reasonable to assume that Icap’s growth rate should be higher, and that over
time Icap’s capital expenditures should trend down, as it is heavily investing
in technology now. So 10.6x March 2008
EBIT and 9.4x March 2009 EBIT is relatively inexpensive for a growth
business. Also, keep in mind between now
and March 2009 Icap should generate at least GBP400mm in free cash flow, which I
am not factoring into the TEV here. And
if I am wrong about the growth, we are paying around the market multiple (18x)
on next year’s earnings.
Voice business
Market data business
Electronic business
Using
my valuations for the other businesses, that leaves Icap’s electronic brokering
business trading at around GBP731mm on a standalone basis at the moment. The electronic business did GBP200mm of
revenue and GBP55mm for year-end March 2007, and I am estimating 12% revenue
growth and 12% EBIT growth, for March 2008 sales of GBP224mm and EBIT of
GBP64mm.
ICE
(all-electronic futures exchange)
Current TEV: 11.35bb
Sales 07E: 569mm (19.9x)
EBIT 07E: 393mm (28.9x)
Operating margin: 69% (vs 28% for Icap’s electronic division)
NMX (Nymex, hybrid voice-electronic futures exchange)
Current TEV: 12.0bb
Sales 07E: 722mm (17.4x)
EBIT 07E: 434mm (27.6x)
Operating margin: 60%
CME (the merged CME and CBOT, hybrid voice-electronic futures exchange)
Current TEV: 20.4bb
Sales 07E: 1.65bb (12.3x)
EBIT 07E: 916mm (22.2x)
Operating margin: 55%
Traditional
futures exchanges tend to have almost all of the volume in the specific
contracts they trade, hence the higher margins.
The
above growth rates may seem high, but Icap is the leader in an industry that
has normal organic growth rates of 7-9% per annum (and 2007 so far has been a
year of higher growth), and Icap dominates the faster-growing electronic
portion of the industry. A recent SIFMA
(the merged Securities Industry Association and Bond Market Association) survey
of European fixed income buy-side traders predicts 15-25% volume growth in
electronic trading this year, along with a significant increase in ticket size
(and hence commission size) in many products.
Our estimates are in line with, or below, analyst consensus estimates.
Bear case:
Company-wide risks
Icap
has a large number of outstanding customer trades at all times, so like all
broker-dealers they face significant risk from a major settlement/counterparty
failure. However, the NY Fed in 2006
forced dealers to clean up a large derivatives settlement backlog and introduce
an electronic settlement system, and many recent efforts such as Swapswire have
helped accelerate settlement, so settlement risk should be somewhat diminished.
Voice
risks
Electronic risks
In
a perfectly rational world, it probably makes sense for groups of high-volume
traders to form their own essentially non-profit securities markets that
attempts to provide ultra-low cost trading but does not attempt to do anything
other than break even. However, it is
hard in practice for highly competitive, often secretive and idiosyncratic
groups of traders to successfully coordinate and manage actions even when such
actions are in their favor.
Trends favoring
growth in derivatives trading volume
Historically
there has been high growth in the volume and complexity of the global
derivatives market, including in new areas such as
securitization/derivativization of property and life insurance risks, and new
end users such as pension funds (it was recently reported that
Basel
II capital accords are expected to be an opportunity for the interdealer
brokers as commercial banks globally are expected to increase use of
derivatives to meet new capital requirements.
US regulators just approved the
Solvency
II standards for European Union insurance companies should boost derivatives
trading along similar lines.
A huge amount of global corporate debt is coming due in 2008 and will be refinanced, creating opportunities in bond trading and in credit-linked derivatives.
Catalyst
I
think Icap is cheap because it is misunderstood and underfollowed. When the profit and revenue growth of the
last few months becomes more widely understood, and as the global derivatives
and equities exchanges continue to be acquisitive, Icap is likely to be
revalued upwards significantly to reflect the true value of its electronic
trading network, either through market recognition or through acquisition.
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