UNITED CORPORATIONS LIMITED
ANNUAL REPORT
2024
THE FISCAL YEAR AT A GLANCE
Year ended March 31 | 2024 | 2023 | ||
Net equity value per Common Share1 | $ | 195.51 | $ | 164.13 |
Net investment income per Common Share 1 | $ | 1.60 | $ | 1.45 |
Net income per Common Share | $ | 30.78 | $ | 1.14 |
Cash dividends paid per Common Share | ||||
Quarterly | $ | 1.20 | $ | 1.20 |
Additional 2 | $ | 0.25 | $ | - |
Special | $ | - | $ | 4.50 |
Net assets 3 | $ | 2,208,506 | $ | 1,911,779 |
Net investment income 1,3 | $ | 18,816 | $ | 17,483 |
Number of Common Shares outstanding at period end | 11,256,465 | 11,600,648 |
- See Management's Discussion and Analysis for Use of Non-GAAP Measures.
- This additional dividend represents the annual distribution of the prior year's annual net investment income, after payment of Preferred Share dividends and quarterly Common Share dividends.
3 In thousands of Canadian dollars.
The accompanying financial statements have been prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").
ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders ("AGM") will be held Wednesday, June 19, 2024 at 10:00 a.m. (Toronto time). The AGM will be held as a virtual-only meeting. All shareholders are invited to attend.
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UNITED CORPORATIONS LIMITED
BOARD OF DIRECTORS
DUNCAN N. R. JACKMAN
Chairman and President
United Corporations Limited
CHRISTOPER A. ALEXANDER
Executive
Hakluyt & Company
DAVID J. DAWSON
Managing Director
Protiviti Canada
C.O. TRINITY JACKMAN
Instructor, History Department
York University
FAHAD KHAN
Vice-President and Chief Investment Officer
E-L Financial Corporation Limited
KIM SHANNON
Founder and Co-Chief Investment Officer
Sionna Investment Managers Inc.
DAVID R. WINGFIELD
Partner
Strosberg Sasso Sutts LLP
HONORARY DIRECTOR
THE HONOURABLE HENRY N. R. JACKMAN
Honorary Chairman
The Empire Life Insurance Company
OFFICERS
DUNCAN N. R. JACKMAN
Chairman and President
SCOTT F. EWERT
Vice-President
RICHARD B. CARTY
Corporate Secretary
FRANK J. GLOSNEK
Treasurer
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UNITED CORPORATIONS LIMITED
MANAGEMENT'S DISCUSSION & ANALYSIS
This document has been prepared for the purpose of providing Management's Discussion and Analysis ("MD&A") of the financial performance and financial condition of United Corporations Limited ("United" or the "Company") for the years ended March 31, 2024 and 2023. This MD&A should be read in conjunction with the March 31, 2024 year-end financial statements of United which form part of this Annual Report dated May 7, 2024. These financial statements have been prepared in compliance with International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). The reporting currency for the Company is the Canadian dollar, and all amounts in the following discussion are in Canadian dollars.
This MD&A may contain certain forward-looking statements that are subject to risks and uncertainties that may cause the results or events mentioned in this discussion to differ materially from actual results or events. No assurance can be given that results, performance or achievement expressed in, or implied by, any forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.
The Company
United is a closed-end investment corporation that trades on the Toronto Stock Exchange. United is an investment vehicle for long-term growth through investments in common equities, as management believes that over long periods of time, common equities, as an asset class, will outperform fixed-income instruments or balanced funds. From time to time, however, assets of the Company may be invested in interest-bearingshort-term securities pending the selection of suitable equity investments.
The Company has been a closed-end investment corporation since 1929. The Common Shares have persistently traded at a discount to their net asset value, ranging from approximately a 20% discount to a 42% discount over the past 10 years. Management believes that shareholders who have invested in the Common Shares of the Company recognize that the Common Shares of the Company usually trade at a discount to their net asset value.
Closed-end investment corporations have the following benefits: they often allow investors the opportunity to purchase assets at a discounted price; they have management expense ratios which are generally much lower than those for actively-managedopen-ended funds; and the management of a closed-end investment corporation's portfolio is not impacted by shareholder subscription or redemption activities.
United has no plans to become an open-ended investment fund.
The majority of the Company's investment portfolio is actively managed by Comgest Asset Management International Limited ("Comgest"), Causeway Capital Management LLC ("Causeway") and Neuberger Berman Canada ULC ("Neuberger Berman Canada"). Each of these managers has a global equity mandate. As of March 31, 2024, $565,456,000 (2023 - $500,649,000), $554,505,000 (2023 - $452,985,000), $497,279,000 (2023 - $399,637,000), and $559,856,000 (2023 - $nil) of equity investments were managed by Comgest, Causeway, Neuberger Berman Canada Global Equities which tracks the MSCI All Country World Index ("ACWI"), and Neuberger Berman Canada Global Equities Quality Strategy, respectively.
Comgest is part of the Comgest group which is an independent, international asset management group, with headquarters in Paris and offices in Amsterdam, Boston, Brussels, Dublin, Düsseldorf, Hong Kong, Milan, Singapore, Tokyo and a representative office in London. Since inception in 1985, Comgest has pursued a long-term 'Quality Growth' investment style. The portfolio will generally hold between 30 - 40 companies.
Causeway Capital is a global investment manager and is based out of Los Angeles, California, USA. The investment philosophy emphasizes the merits of value investing and combines both fundamental and
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UNITED CORPORATIONS LIMITED
MANAGEMENT'S DISCUSSION & ANALYSIS
quantitative research to identify investment opportunities in equity markets around the world. The portfolio will generally hold between 35 - 55 companies.
Neuberger Berman Canada is an investment management firm headquartered in Toronto. Neuberger Berman Canada manages its portfolio in two separate mandates. The first mandate invests in global equities, with low tracking risk to the MSCI All Country World Index, which expects to hold 600 - 1,000 companies. The new and now second mandate invests in global equities with a quality strategy, which expects to hold 200 - 400 companies. Neuberger Berman Canada is a business of Neuberger Berman. Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager headquartered in New York. The firm manages a range of strategies including equity, fixed income, quantitative and multi-asset class, private equity, real estate and hedge funds on behalf of institutions, advisors and individual investors globally. With offices in 26 countries, Neuberger Berman's diverse team has over 2,800 professionals.
The Company also has a long-term investment in Algoma Central Corporation ("Algoma"), a public shipping company. Algoma is a related party and is a reporting issuer which trades on the Toronto Stock Exchange with a profile on SEDAR+. The investment in Algoma is consistent with the Company's investment strategy and contributes to achieving the investment objective of the Company.
Investment Management Change
On September 21, 2023, the Company announced that it had appointed Neuberger Berman Canada to provide portfolio management services for a greater portion of its assets, replacing Harding Loevner LP which managed $450,851,000 of equity investments at the prior year end.
Investment Strategy
The objective of the Company is to earn an above-average rate of return, primarily through long-term capital appreciation and dividend income. Short-term volatility is expected and tolerated. Management remains confident that the Company's investment strategy will reward shareholders over the long term.
The investment portfolio of the Company comprises primarily foreign equities. Net equity value and net investment income may vary significantly from period to period depending on the economic environment and market conditions.
Use of Non-GAAP Measures
This MD&A contains references to "net equity value per Common Share", "growth in net equity value per Common Share", "net investment income", and "net investment income per Common Share". These terms do not have any standardized meanings in GAAP (generally accepted accounting principles) and therefore may not be comparable to similar measures presented by other companies. The Company believes that these measures provide information useful to our shareholders in evaluating the Company's financial results.
Net equity value per Common Share is used by investors and management as a comparison to the market price of its Common Shares to determine the discount or premium at which the Company's Common Shares are trading, relative to the net equity value per Common Share. In order to determine its net equity value per Common Share, the Company deducts the cost of redemption of its Preferred Shares from its net assets.
Net investment income per Common Share is used by both investors and management to assess the approximate amount of dividends to be distributed on Common Shares. In order to determine its net investment income per Common Share, the Company deducts the dividends paid and accrued on its Preferred Shares from net investment income.
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UNITED CORPORATIONS LIMITED
MANAGEMENT'S DISCUSSION & ANALYSIS
Use of Non-GAAP Measures (continued)
Net equity value per Common Share is calculated as follows (in thousands of dollars, except number of Common Shares and per Common Share amounts):
March 31 | March 31 | ||||
2024 | 2023 | ||||
Net Assets | $ | 2,208,506 | $ | 1,911,779 | |
Deduct: | |||||
Cost of redemption | |||||
First Preferred Shares | 1,567 | 1,567 | |||
1959 and 1963 Series Second Preferred Shares | 6,180 | 6,180 | |||
7,747 | 7,747 | ||||
Net equity value | $ | 2,200,759 | $ | 1,904,032 | |
Common Shares outstanding | 11,256,465 | 11,600,648 | |||
Net Equity Value per Common Share | $ | 195.51 | $ | 164.13 |
Net investment income per Common Share is calculated as follows (in thousands of dollars, except number of Common Shares and per Common Share amounts):
Three months ended | Year ended March 31 | ||||||||||
March 31 | |||||||||||
2024 | 2023 | 2024 | 2023 | ||||||||
Net income | $ | 172,923 | $ 135,679 | $ | 354,247 | $ | 13,871 | ||||
Add (deduct): | |||||||||||
Other net fair value changes in investments | (193,936) | (146,829) | (386,664) | 4,167 | |||||||
Tax on other net fair value changes in | 25,697 | 19,455 | 51,233 | (555) | |||||||
investments | |||||||||||
Net investment income1 | 4,684 | 8,305 | 18,816 | 17,483 | |||||||
Deduct: | |||||||||||
Dividends paid on Preferred Shares | 94 | 94 | 378 | 378 | |||||||
Net investment income, net of dividends paid | $ | 4,590 | $ | 8,211 | $ | 18,438 | $ | 17,105 | |||
on Preferred Shares1 | |||||||||||
Weighted Average Common Shares | 11,256,465 | 11,602,016 | 11,496,133 | 11,828,202 | |||||||
Outstanding | |||||||||||
Net Investment income per Common Share1 | $ | 0.41 | $ | 0.70 | $ | 1.60 | $ | 1.45 |
- On an after-tax basis.
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UNITED CORPORATIONS LIMITED
MANAGEMENT'S DISCUSSION & ANALYSIS
Net Equity Value per Common Share
The Company's net equity value per Common Share increased to $195.51 at March 31, 2024 from $164.13 at the prior fiscal year end.
With dividends reinvested at month-end net equity values, the Company's net equity value return was 20.1% in fiscal 2024, compared to 2.5% in fiscal 2023.
During year-to-date fiscal 2024, investments managed by Comgest had a pre-tax total return of 26.4% (2023 - 2.3%), Causeway 21.8% (2023 - 14.6%), Neuberger Berman Canada Global Equities Quality Strategy 18.7% (since September 2023) and Neuberger Berman Canada Global Equities ACWI 24.5% (2023 - 0.8%).
As the Company is a taxable Canadian corporation, the Company's net equity value is net of a current income tax provision on net investment income and net realized gains (losses) on investments, and net of a deferred income tax provision on its unrealized appreciation of investments.
In Canadian dollar terms, total returns (capital gains (losses) plus dividends) for stock market indices, were as follows:
Year Ended | Year Ended | |
March 31, 2024 | March 31, 2023 | |
(%) | ||
MSCI All Country World Index | 23.3 | 0.8 |
S&P 500 Index | 30.0 | (0.1) |
S&P/TSX Composite Index | 14.0 | (5.2) |
MSCI Emerging Markets | 25.9 | (2.8) |
Growth in Net Equity Value ("NAV")
Set out below is a table that shows annual growth in NAV in each of the past 10 fiscal years:
Annual growth in NAV* | |||
NAV per Common Share $ | Annual Growth % | ||
2015 | 117.86 | 20.2 | |
2016 | 120.66 | 4.0 | |
2017 | 132.32 | 11.6 | |
2018 | 138.40 | 6.4 | |
2019 | 146.99 | 7.7 | |
2020 | 137.95 | (4.7) | |
2021 | 170.66 | 25.5 | |
2022 | 166.49 | (1.2) | |
2023 | 164.13 | 2.5 | |
2024 | 195.51 | 20.1 | |
Compound annual growth* | |||
2015 - 2024 - 10 years | 8.8 |
*Growth in NAV is determined by the percentage change in NAVs for the period with dividends paid by the Company reinvested at month-end NAVs.
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UNITED CORPORATIONS LIMITED
MANAGEMENT'S DISCUSSION & ANALYSIS
Operating Results - Fiscal 2024
Net income
The Company's net income for fiscal 2024 was $354,247,000 compared to $13,871,000 in the prior year. On a per Common Share basis, net income increased to $30.78 from $1.14 in the prior year.
Other net fair value changes in investments for the portfolio was a net gain of $386,664,000 for the current fiscal year compared to a net loss of $4,167,000 for the prior year. Other net fair value gains in North America of $278,122,000, Europe $40,138,000, United Kingdom $33,406,000, Emerging Markets $17,687,000, Japan $16,204,000 and Australia $1,107,000.
The net realized gain was $64,985,000 for the current fiscal year compared to a net loss of $74,220,000 for the prior year. The largest contributors to the net realized gain in fiscal 2024 were from sales of securities in North America for a gain of $78,971,000, United Kingdom $8,620,000 and Europe $4,373,000 offset by net realized losses in Emerging Markets of $20,073,000 and $6,476,000 in Japan. The largest individual contributors to the net realized gain during the fiscal year were Vertex Pharmaceuticals Inc. for $8,434,000, Schlumberger Ltd. for $5,199,000, and Deere & Company for $5,146,000.
Net Investment Income
The Company's net investment income for fiscal 2024 increased to $18,816,000 compared to $17,483,000 for the prior year. On a per Common Share basis, net investment income increased to $1.60 in fiscal 2024 compared to $1.45 in 2023.
During the year, foreign dividend income increased 30% to $33,511,000 from $25,785,000 in fiscal 2023. In general, foreign dividend income is impacted by changes in the composition of the investment portfolio, variability in foreign exchange rates and dividend yields.
Canadian dividend income decreased to $3,273,000 from $7,846,000 in fiscal 2023. During the fourth quarter of fiscal 2023, the Company recorded a special dividend of $4,895,000 from its investment in Algoma.
Interest and securities lending income increased to $2,516,000 compared to $1,879,000 in the prior year. The increase relates primarily to higher interest income.
Expenses of the Company for the year decreased to $12,440,000 compared to $13,247,000 in the prior year. The majority of the decrease relates to lower interest expense and a lower investment management expenses associated with the investment manager change completed during fiscal 2024. The Company's management expense ratio ("MER") decreased in fiscal 2024 to 0.61% of average net assets versus 0.73% in the prior year.
Operating Results - Fourth Quarter, Fiscal 2024
The Company's net equity value per Common Share increased to $195.51 at March 31, 2024 from $180.46 at December 31, 2023. With dividends reinvested at month-end net equity values, the Company's net equity value return was 8.5% in the fourth quarter of fiscal 2024.
Investments managed by Comgest had a pre-tax total return of 11.8% (2023 - negative 10.2%), Causeway 9.0% (2023 - 13.7%) and Neuberger Berman Canada Global Equities Quality Strategy 9.5%, and Neuberger Berman Canada Global Equities ACWI 11.4% (2023 - 7.2%), respectively for the fourth quarter of fiscal 2024. During the fourth quarter of fiscal 2024 there were net fair value gains of $123,010,000 in North America, $35,721,000 in Europe, $14,962,000 in the United Kingdom, $12,538,000 in Emerging Markets, and $8,788,000 in Japan.
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UNITED CORPORATIONS LIMITED
MANAGEMENT'S DISCUSSION & ANALYSIS
Operating Results - Fourth Quarter, Fiscal 2024 (continued)
In Canadian dollar terms, in the fourth quarter of fiscal 2024 total returns for stock market indices were MSCI All Country World Index 10.8%, S&P 500 Index 13.3%, S&P/TSX Composite Index 6.6% and MSCI Emerging Markets 5.0%.
Three-Year Results
A summary of various financial data for each of the last three fiscal years is as follows (in thousands of dollars, except per share amounts):
2024 | 2023 | 2022 | ||||
Other net fair value changes in investments 1 | $ | 335,431 | $ | (3,612) | $ | (27,081) |
Other net fair value changes in investments per Common | 29.18 | (0.13) | (2.24) | |||
Share 1 | ||||||
Total assets | 2,295,119 | 1,951,850 | 2,051,470 | |||
Net investment income 1 | 18,816 | 17,483 | 3,989 | |||
Net investment income per Common Share 2 | 1.60 | 1.45 | 0.30 | |||
Cash dividends paid per Common Share: | ||||||
Quarterly | 1.20 | 1.20 | 1.20 | |||
Additional | 0.25 | - | 1.11 | |||
Special | - | 4.50 | - | |||
Cash dividends paid per Preferred Share | 1.50 | 1.50 | 1.50 |
- On an after-tax basis.
- See Use of Non-GAAP Measures.
United's investment portfolio is affected by equity markets, stock selection and currency movements.
In fiscal year 2024, United's global investment portfolio experienced strong investment returns relative to fiscal 2023 and 2022.
In fiscal year 2023, returns partially recovered to pre-pandemic levels. In addition, the Company received a $4.9 million special dividend from its investment in Algoma Central Corporation.
In fiscal year 2022, returns earned throughout the year pulled back as a result of military hostilities in Ukraine and economic inflationary pressures.
The fluctuations in net investment income are due primarily to changes in dividend income that is earned by the Company, net of management fees, and due to the receipt of special dividends that occur from time to time. Dividend income in fiscal 2022 was impacted by changes in the global investment portfolio as a result of changes made to the investment portfolio managers completed during March of 2022 along with a special dividend received from Algoma. Dividend income is determined by the dividend policies of the corporations that are held as investments in the Company's total investment portfolio.
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United Corporations Limited published this content on 14 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2024 14:03:04 UTC.