FinTech Group — Online brokerage leader

Frankfurt-based FinTech Group (FTG) is a leading online brokerage business (Flatex) active in Germany (20%+ market share) and Austria (40%+ market share). FTG also has other assets in the value chain including a technology business that builds bespoke software platforms for customers, and a bank. The group’s brokerage business is the nucleus of the company and generates c 70% of revenue. The balance of the business is technology & banking services to third parties (25-30%). This breakdown differs from the reported divisional breakdown as is explained elsewhere in this report (see Exhibits 2 and 3). FTG is the fastest growing major broking business in Europe, with the most active client pool in Germany (c 180k clients executing c 9m transactions which equates to more than 40 trades per client per annum). XCOM provides Flatex with all IT services expertise along with front-end trading software. biw, the group’s bank, provides all regulatory service to Flatex, such as transaction processing and settlement, along with new account opening.

The company entered the online broker market in 2006 as Flatex which was floated in 2009. Flatex was the first flat fee brokerages in Germany, charging €5.90/OTC trade, no matter what the trade size. This rate has remained unchanged for 11 years. Flatex changed its name to FinTech Group in 2014 after the new management team joined, which reflected its ambition to be more than a traditional online brokerage. The group acquired a majority stake in XCOM, a technology business that also acts as Flatex’s service provider, in FY15. In addition, the acquisition gave FTG control of a bank, biw (Bank for Investments and Securities). As from 12 June, biw has been renamed FinTech Group Bank AG (FTG Bank).

The group has more than 450 employees, split approximately as follows:

While FTG is currently listed on Scale, the goal is to move to the Prime Standard of the Frankfurt Stock Exchange over the next 12 months to increase transparency and trading volume.

It is important to note that FTG does not offer its own CFDs (contracts for differences), though it does offer CFDs via partners. While CFDs and spread bets are made unattractive to providers in the German retail market by BaFin regulations, the German derivative market is certainly very active and around a quarter of the group’s transactions are in options and warrants. BaFin regards options and warrants as more suitable for retail investors, as they have limited risk and investors only stand to lose what they initially invest.

The new management brought on board in 2014 sought to:

FTG agreed to acquire XCOM and its biw subsidiary in 2015 to bring technological expertise in house and give management flexibility including full control over costs. The acquisition brought the entire brokerage value chain (broking, banking and related technology) under a single roof. In addition, it enabled management to achieve considerable efficiency gains eg 16 management roles were removed, and the group is now managed by a team of six executives (the executive committee).

In March, FTG said it plans to leverage further synergies by merging its five operating companies (Fintech Group AG, flatex GmbH, biw AG, XCOM AG, and ViTrade GmbH) into just two companies - a tech entity (FinTech Group AG) and a financial services entity (FinTech Group Bank AG). The purpose was to simplify the group structure, improve transparency and to save costs (amounting to a seven-digit euro sum), mainly by simplifying the management and organisational structure.

The current focus remains on the DACH countries and the brokerage business moved into Austria two years ago. Plans are in place to target the Swiss market. The group is also looking at potential acquisitions to break into broking markets across Europe (initial target markets are France, The Netherlands, Benelux and Italy). Any acquisitions are likely to require some of the following characteristics:

Management’s goal is to grow the business both organically and through acquisitions so that it generates €150m of annual revenues within the mid-term along with EBITDA of €50m and net profit of €30m. Management’s medium-term goal is to grow revenue by c 25% and EBITDA by 40%. Across business lines, the goal for B2C is 15-20% revenue growth and >50% EBITDA margins and for B2B the goal is for 15-20% revenue growth and >20% EBITDA margins.

The group’s retail brokerage business, Flatex, has been growing strongly in terms of numbers of customers, transactions and assets under custody. The business rates favourably in customer surveys, and it is regarded as very transparent on its charges.

The order charge is €5.90 per OTC (over-the counter instrument, eg, options or warrants) or €5 to transact on German exchanges (plus exchange fees). The group’s platform for professional traders, ViTrade, is much smaller with c 2.5k users. A major focus has been on minimising cost per trade settlement (CPT) and cost per client acquisition (CPA). CPT currently stands at €1.45 and doubling the number of transactions will reduce CPT by more than 40% to c €0.80. The company focuses on high quality customers who generate more than 40 trades per annum, and CPA current stands at c €100 compared with €300-500 at its competitors.

FTG has 19 partners (the main partners are Deutsche Bank, Commerzbank and Morgan Stanley) that offer specialist derivative products that retail investors can trade, notably exchange-traded options and warrants (exchange traded products or ETPs). FTG acts as a distributor in the ETP market and its distribution market share in German ETP products exceeds 15%. Typically, the issuing banks took a 90% cut of revenue, leaving 10% for the distributors, but in a breakthrough deal with Morgan Stanley, FTG has extracted a 50% share of revenue. Flatex has a cooperation agreement with Zinspilot, which enables Flatex traders to access overnight and fixed term deposits of a wide range of banks all across Europe from their existing account at Flatex.

There has been a new focus to drive funds under management higher and the group now has c €1.3bn in customer deposits and €6bn in securities and assets under custody that are not shown on the balance sheet. Consequently the average account has €30k in assets and €6k in cash held with Flatex/FTG Bank. Of the c €1.3bn in customer deposits, 30-40% is typically untouched during the previous 12 months. FTG has never paid interest on customer deposits and c €800m of the €1.3bn is managed in a highly diversified treasury portfolio, that consists of sovereign, municipal and corporate bonds, and yields c 0.2%.

To generate a return from the c €1.3bn deposits, FTG has taken advantage of its position as a bank to establish a diversified and fully collateralised credit book. This is technically an overdraft facility at 3.9% that enables investors to borrow against (typically 25%) blue chip shares such as VW. This loan book is €80m+, generating interest income of c €3.3m. Additionally, FTG offers True Sale Factoring. The strategy here is to seek niche intermediaries who can source the business. The main focus is on the supermarkets and also some large corporations. The factoring book is approximately €40m generating 3.5% interest after fees. The total credit book is greater than €150m, generating c 4% interest, and FTG seeks to grow it to €250m by the end of the year.

FTG has c 250 technology experts. This includes 150 software developers who build and maintain the IT backbone of FinTech Group AG, which is also white labelled for third-party customers, and they work on projects for customers. Additionally there are c 80 infrastructure experts who look after the group’s datacentre hosting activities. We note the group is ISO 27001 accredited, which is a necessity for hosting activities.

The group has c 100 B2B customers of which the 20 largest generate c 80% of revenue. FTG is able to onboard three to five new customers per year each delivering €1m in new revenue with a client lifetime value of €5-10m.

The typical business model for a technology sale involves a one off set-up fee, ongoing licence fees and project fees to work on changes to the systems.

Success stories include the following:

FTG provides statutory segmental reporting according to the so-called management approach, as shown in Exhibit 3, which differs to the breakdown in Exhibit 2. We note that c 70-80% of broking revenues are back-office trade processing, which is reflected in the second, larger division. These trade processing revenues were not recorded in the consolidated accounts until after XCOM was consolidated from 31 March 2015.

There are two business segments.

Securities Trading & Financial Services: responsible for the provision of front-end online brokerage products and services and retail banking services. The revenues of this segment originate from the sale of the corresponding products and services.

Transaction Processing & White Label Banking Services: responsible for the company’s electronic securities settlement and deposit management activities, the provision of IT services, and research and development activities, with its revenues resulting from the provision of the corresponding services.

FTG acquired 51.12% of XCOM in FY15, partly funded by a €13.1m capital increase in December 2014. The direct shareholding was increased to 63.65% in December 2015 and to 73.77% in 2016. The shareholding has recently been increased to more than 99%.

In May, the German regulator, BaFin, announced significant restrictions to CFD trading in Germany. The new regulations had originally been outlined in December. This was very positive news for FTG since the group does not have its own CFD business (though it does offer CFDs through its partners). The move by BaFin to protect retail investors discourages competition from CFD players such as UK-based IG Index and CMC Markets which have been seeking to break into the German market. BaFin’s General Administrative Act restricts the marketing, distribution and sale of financial contracts for difference (CFDs). Contracts with an additional payments obligation (ie potential margin calls) can no longer be offered to retail clients. This could shift trades away from CFDs to exchange traded products (ETPs) and FinTech Group would significantly benefit from a shift to ETPs.

There are four major players in the German online brokerage market - Comdirect, ING DIBA, BNP Cortal Consors and FTG. Comdirect (c 81% owned by Commerzbank) has 1.4m customers who execute c 14m trades per annum. That equates to 10 trades per annum, compared to 40+ for FTG. The sector has undergone consolidation over the last three years. This includes the acquisition of DAB Bank by BNP Paribas in 2014 while Onvista was acquired by Comdirect in December.

On the international market, FTG’s main quoted peers are Avanza (STO:AZA) in Sweden, Swissquote (SWX:SQN) in Switzerland, Binckbank (AMS:BINCK) in the Netherlands and Interactive Brokers (NASDAQ:IBKR) in the US.

The executive board consists of Mr Frank Niehage as chair of the group and the bank and Mr Muhamad Said Chahrour as chief financial officer. The executive committee consists of the executive board and four divisional executives – head of IT, head of B2B, head of B2C and deputy CEO of FinTech Group Bank. The three-person supervisory board is chaired by Martin Korbmacher.

Frank Niehage, CEO

Frank Niehage was appointed CEO in September 2014. Prior to joining FTG, Mr Niehage was a managing director at Goldman Sachs where he oversaw the bank's German wealth management business. Previously he was with Bank Sarasin where he held the role of CEO in Germany. Before that he served in various senior positions at Commerzbank, Credit Suisse, UBS and international law firm Beiten Burkhardt, both in Germany and internationally, especially in Asia. Mr Niehage is an attorney at law in Germany and has received his Master of Law majoring in international economics from the University of Houston Law Center.

Muhamad Chahrour, CFO

Mr Chahrour joined FTG as head of finance in July 2015 and he joined the executive board as CFO on 1 January 2017. He was previously head of global finance at Lamudi, and prior to that he worked in Transactions - Corporate & Real Estate at PwC and M&A at UBS.

Martin Korbmacher, Chairman of the supervisory board

Mr Korbmacher was appointed chairman of the supervisory board in September 2014. He has extensive experience in traditional banking as well as in financial services technologies. After being global head of equities at Dresdner Kleinwort, he became investment banking head of Germany and Austria for Credit Suisse in 2005. In mid-2011 Mr Korbmacher decided to pursue entrepreneurial activities and started Event Horizon Capital & Advisory GmbH, an advisory and investment boutique focused on alternative asset management and VC investments in various sectors including financial services technologies.

FTG’s major shareholder GfBk is a vehicle of Flatex founder Bernd Förtsch. Heliad Equity Partners (Heliad) is a DACH-focused closed-ended fund investing in technology, e-commerce and lifestyle sectors. We recently initiated on Heliad.

The structure of the business changed significantly in FY15 after the group acquired XCOM, which included XCOM’s bank subsidiary, biw. Prior to FY15, the accounts were prepared under HGB accounting standards. From FY15 (including restated FY14 numbers), the group has reported under IFRS.

As shown in Exhibit 4, the group has reported strong profits growth over the last two years along with significant margin expansion. The company does not pay a dividend, and does not intend to in the foreseeable future, as the focus is on investing for growth.

The group balance sheet changed significantly due to the acquisition of XCOM, which included the biw bank. The group’s net debt position is difficult to calculate for two reasons: 1) the ownership of a bank which is consolidated in the accounts; and 2) the fiduciary client funds (and related liabilities) on the balance sheet. The cash flow statement has been rendered relatively meaningless since biw was consolidated, due to the volatile nature of banking cash flows.

We highlight the following risks:

The shares trade on 12.8x FY18 consensus earnings. This looks very attractive relative to peers, albeit for Binckbank which has been struggling, with weaker margins and a slower growth profile.

FTG is clearly an attractive takeover target as its business combines a traditional online brokerage with fintech elements. According to a recent survey by Simmons & Simmons, the international law firm, 31% of banks and asset managers expect to acquire a fintech firm within the next 12 to 18 months as a way to improve their digital innovation. An additional 31% said they are delaying acquisitions while they seek greater certainty about which firms to target.