Earnings Transcript for WTKWY - Q2 Fiscal Year 2024

Meg Geldens: Thank you, Melanie. Hello everyone and welcome to our Wolters Kluwer's Half Year 2024 Results Presentation. Today's earnings release and the presentation are available on our website for download, wolterskluwer.com. On the call with me today are Nancy McKinstry, our CEO, and Kevin Entricken, our CFO. We're dialing in to this call from various locations, so thank you in advance and understanding in case we experience any delays. Nancy and Kevin will shortly discuss the important features of our first half results. Following their comments, we'll open the call to your questions. Before we start, I'll remind you that some statements we make today may be forward-looking. We caution that these statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in these statements. Factors that could affect our future financial results are discussed in Note 2 of today's release and in our 2023 annual report. As usual, in the presentation today, we will refer to adjusted profits, which excludes nonbenchmark items. We refer to growth in constant currency, which excludes the effect of exchange rate movements. And we refer to organic growth, which excludes both the effect of currency and the effect of acquisitions and disposals. Reconciliations to IFRS can be found in Note 4 of today's release. At this time, I would like to hand the call over to our CEO, Nancy McKinstry.

Nancy McKinstry: Thank you, Meg, and hello everyone, and thank you for joining us on this call. In keeping with the usual practice, I will start with the highlights of the first half and then turn it over to Kevin, who will discuss the financial results in more detail. After that, I'll come back and discuss our divisional developments and the progress that we're making against our strategic goals. And then following this, I'll conclude with an outlook for the remainder of the year. So let's get started with the highlights on Slide 4. I'm pleased to say that we had a good start to the year, and we are on track to meet our full year guidance. In the first half, we sustained organic growth of 6% and improved our adjusted operating profit margin. Diluted adjusted EPS increased 11% in constant currencies. Adjusted free cash flow declined, but this was largely due to timing. Return on invested capital increased to 17.5%. Our balance sheet remains strong and we've made significant returns to shareholders. We've also made good progress in advancing towards our strategic and ESG goals. Expert solutions grew 8% organically and now make up 59% of total Wolters Kluwer revenues. Across the group, recurring cloud-based software grew 16% organically. We sustained high levels of innovation spend, and we have now integrated Gen AI features into a number of our platforms. This week's acquisition of European software solutions, will further advance our cloud capabilities in Tax & Accounting Europe. Over the past two years, we have centralized core functions and we are now focused on driving scale economies and operational excellence. At the same time, we continue to focus on advancing our sustainability performance. With that, I'd now like to hand it over to Kevin, who will take you through the financials.

Kevin Entricken: Thank you, Nancy. Let's start with the highlights on Slide 6. First half revenues were €2.891 billion, an increase of 6% in constant currencies. Organic growth was 6% in line with the prior period. Adjusted operating profit was €765 million, an increase of 8% in constant currencies. As a result, the margin improved by 40 basis points to 26.5%. The higher adjusted operating profit helped drive an 11% increase in diluted adjusted earnings per share in constant currencies. Adjusted free cash flow was €445 million. The decrease was largely due to timing of large vendor payments. Net debt to EBITDA was 1.6 times, slightly higher than a year ago. And lastly, we drove a further improvement in return on invested capital to 17.5%. Let's look at revenues more closely on the next few slides, beginning with divisional trends. Overall organic growth was 6% with growth across all divisions. Health grew 6% organically in line with the prior period, with recurring revenues up 7% organically. Tax & Accounting grew 7% organically, slowing modestly as expected. Growth continued to be driven by double-digit organic growth in our cloud and hybrid cloud solutions in North America and Europe. Financial & Corporate Compliance delivered 4% organic growth, compared to 1% a year ago. Recurring revenues sustained 5% organic growth, while transactional revenues started to stabilize, after declining last year. Legal & Regulatory achieved 5% organic growth, compared to 4% in the prior period. Growth benefited from a pickup in our legal software businesses. And finally, corporate performance in ESG grew 7% organically, compared to 10% a year ago. Recurring cloud-based software revenues, grew 21% organically, but non-recurring on-premise software and services had more mixed results. Let's take a look at revenues by type on Slide 8. The chart on the left of this slide shows organic growth for our recurring revenue streams. These make up 82% of total revenues. The most important component, digital and service subscriptions, shown by the blue line, sustained a steady 8% organic growth. Trends in print subscriptions and other recurring revenues were broadly in line with where they were a year ago. The chart on the right hand, shows organic growth for our non-recurring revenue streams. These make up 18% of total revenue. In aggregate, non-recurring revenues increased 2% organically, compared to a decline of 1% in the prior year. Transactional revenues in our Financial & Corporate Compliance division, the dotted line that shows the swing downwards, increased 3% organically, showing signs of stabilization after a drop of 7% a year ago. These transactions are linked to M&A and IPO activity, mortgage originations, and other lending activity, all of which are still volatile month-to-month and still subdued in the environment of higher interest rates. Transactional revenues in our Legal & Regulatory division, which relate to ELM solutions legal invoice volumes, grew 11% organically, reflecting recent onboarding and up-ramping of new clients. Print book revenues, which make up only 2% of revenues, grew 2% organically. Other non-recurring revenues, which represent just under 10% of revenues and is primarily made up of software licenses and implementation fees, grew 1% organically, in line with a year ago, but with divergent trends by division. Let's turn to margins on Slide 9. As noted, the adjusted operating profit margin increased by 40 basis points to 26.5%. This margin improvement was driven by Financial & Corporate Compliance and Legal & Regulatory. We continue to guide to an increase in our full year margin in the range of 26.4% to 26.8%. Now, moving to the next slide. Adjusted net finance costs increased to €25 million. The increase was due to a higher level of debt, and a higher effective cost of debt. In addition, we recorded €6 million non-cash net foreign exchange lost on the translation of intercompany balances. A year ago, we had a foreign exchange gain of €5 million. Adjusted pre-tax profits was €741 million, up 7% in constant currencies. The benchmark tax rate on adjusted pre-tax profit increased to 23.6% as guided. This reflects higher limitations on finance costs in the Netherlands and the application of the Global Minimum Tax Code. After tax, adjusted net profit was €566 million, up 7% in constant currencies. Due to the ongoing share buyback, the weighted average shares outstanding reduced by 3%. As a result, diluted adjusted EPS increased 11% in constant currencies to €2.36. Let's turn to cash flow on Slide 11. Adjusted operating cash flow declined 7% in constant currencies and the cash conversion ratio thereby decreased to 82% from 95% a year ago. This was directionally as expected and includes the timing of large vendor payments. Net working capital outflows were €117 million, compared to €11 million inflow in the comparable period. We fully expect this to reverse in the second half, and to reach our full year guidance of around 95% cash conversion for the full year. CapEx declined modestly. This is temporary due to the timing of various projects. We continue to expect CapEx to be closer to the top end of our range of 5% to 6% of revenues for the full year. Net interest paid of €23 million was slightly higher than a year ago, while taxes paid were €171 million, slightly lower than a year ago. Adjusted free cash flow of €445 million was down 10% in constant currencies and as noted, largely due to the timing of a few large vendor payments. Now a few comments on the uses of cash on Slide 12. Acquisition spending was €2 million. Dividends paid amounted to €276 million. Cash deployed for share buybacks totaled €516 million in the first half. All in all, net debt increased by €320 million, compared to year-end 2023, increasing to €2.9 billion. We remain in a robust financial position, with a leverage ratio of 1.6 times. We continue to have ample room to pursue our strategic investments, while continuing to deliver cash returns to shareholders. Let me now touch on the interim dividend, and update you on our progress with this year's share buyback on Slide 13. As a matter of policy, the interim dividend for 2024 was set at 40% of the prior year total dividend. This means we will pay out €0.83 per share to shareholders in September. As of this week, we've completed just over half of our share buyback of €1 billion, having spent €603 million to-date. For the remainder of this year, we have third-party mandates in place, to execute the remaining €397 million in share buybacks on our behalf. Now let me sum up before I hand it back to Nancy, turning to Slide 14. We are on track to meet our guidance for the year. Organic growth was 6% with growth across all divisions. We delivered an increase in the margin to 26.5%. Diluted adjusted EPS increased 11% in constant currencies. The decline in adjusted free cash flow reflects timing of large vendor payments. Return on invested capital reached 17.5%. Our balance sheet remains robust with a net debt to EBITDA of 1.6 times. Now I'd like to hand it back to Nancy, to cover the divisional developments.

Nancy McKinstry: Oh, my apologies. A rookie mistake there, everyone. Okay, thank you, Kevin. I'll start with a review of the performance and the key developments for the divisions. Let's begin with Slide 16 on our Health division. Health achieved 6% organic growth, which was led by strong performance in Clinical Solutions. The operating margin declined as the benefits of operational gearing and continued mix shift were offset by one-time write-offs. Clinical Solutions delivered 8% organic growth with continued strong renewal rates for our clinical decision support tool UpToDate. In March, we introduced UpToDate Enterprise for larger healthcare organizations and UpToDate Pro for individual clinicians. And we expanded our UpToDate AI labs beta test to 100 hospitals. Our drug databases also saw strong organic growth. Learning, research and practice sustained 4% organic growth. In medical research, Ovid recorded good growth, partly supported by new titles and growth in open access revenues. In education and practice, we saw good growth in our nursing solutions. We took steps to streamline parts of the health portfolio, leading to one-time write-offs recorded in the first half of 2024. We signed an agreement to divest our continuing medical education unit, Learner's Digest, and we made a decision to sunset our Sepsis monitor solution. These steps will allow us to focus on the best growth opportunities in the medical and nursing markets. Now let's turn to Tax & Accounting on Slide 17. In Tax & Accounting, organic growth was 7%, with recurring cloud software up 17%. The operating margin was stable, despite a step up in product investment. North America achieved 7% organic growth, with continued double-digit growth in our cloud software suite, CCH Axcess. Our professional services business delivered better than expected double-digit organic growth. Our U.S. publishing unit faced a challenging comparable. Europe delivered sustained 7% organic growth, driven by strong growth in cloud and hybrid cloud solutions. We saw a slight moderation in Spain and Germany, but that was offset by a pickup elsewhere in Europe. Asia-Pacific and rest of world revenues recorded a 1% organic decline. Absolute revenues in Asia were reduced, because we transferred our Chinese legal solution, BOLD to the Legal & Regulatory. Now let's turn to FCC on Slide 18. Financial & Corporate Compliance delivered 4% organic growth, driven by 5% growth in recurring revenues. The operating margin increased 150 basis points, reflecting operational gearing and favorable timing of expenses. Legal services recorded 6% organic growth, supported by 6% growth in recurring service subscriptions. Despite the delays in the U.S. interest rate cuts, transactional revenues grew 5% organically, against a decline of 9% a year ago. CT launched its beneficial ownership platform at the start of the year, and we have so far recorded a small initial amount of subscription revenues across the FCC and Tax & Accounting divisions. Financial services grew 2% organically, supported by steady 4% organic growth in recurring revenues. Transactional revenues were up 1%, compared to a 5% decline a year ago, as mortgage volumes started to stabilize and lien transactions turned up slightly. Moving now to Legal & Regulatory on Slide 19. Legal & Regulatory posted 5% organic growth, led by 7% organic growth in digital subscription revenues, which make up over 70% of the division's revenues. Adjusted operating margin increased 270 basis points to nearly 17%, mainly reflecting operational gearing and efficiency programs. Legal & Regulatory information solutions delivered 5% organic growth, driven by good digital subscription renewals and double-digit growth for BOLD in China. Legal & Regulatory software posted improved organic growth of 7%. Legal practice management software recorded double-digit organic growth, while ELM Solutions saw improved momentum reflecting the onboarding of new customers. Turning now to Corporate Performance & ESG. Corporate performance in ESG revenues grew 7% organically, with recurring cloud software revenues up 21% organically. The adjusted operating margin was stable, reflecting increased investments in product development. In EHS and ORM, the Enablon platform grew 12% organically, with particularly strong performance in Asia Pacific. Enablon's recurring cloud software grew 23%, while on-premise license revenues declined. Across corporate performance, internal audit, and finance risk and reporting, organic growth was 6%, with recurring cloud software revenues up 19%. The CCH Tagetik Corporate Performance Management platform posted 11% organic growth, driven by new customer wins and uptakes of new modules by existing customers. Our internal audit and finance risk and reporting units delivered single-digit organic growth. Now let me update you on the strategic progress that we are making on Slide 21. We continue to execute on the priorities of our current strategic plan. Expert solutions grew 8% organically and now make up 59% of group revenues. Cloud-based software grew 16% organically across the group. We made significant progress enhancing our solutions with Gen AI-enabled features. We've also expanded our market reach in several areas, and I'd like to mention just two examples. In health, we built on our entry into the nursing test preparation market, with the launch of Lippincott Ready for NCLEX. In corporate performance in ESG, we further strengthened CCH Tagetik's ESG reporting module, with the addition of Scope 3 carbon admissions. And we continue to evolve our core capabilities. We've centralized key functions such as product development, finance, branding, and communication, and we are now focused on driving operational excellence in these areas. And finally, we remain focused on attracting, retaining, and developing talent and continuing to work towards delivering our SBTi validation admissions reduction targets. Let me briefly update you on the progress we've made in embedding Gen AI on the next slide. I'm pleased to say all five divisions now have Gen AI-enabled features in the market. We're focusing our efforts on use cases in several areas, including summarization, enhanced and voice-activated Q&A, and AI assistance. Most of these use cases are embedded in the customer's workflow. We've spoken in recent months about UpToDate AI Labs, so I'll highlight a few examples from the other divisions. Tax & Accounting has added Gen AI enhanced search to its U.S. tax research solution CCH AnswerConnect and has rolled out a Gen AI-enabled virtual agent to solutions in 10 countries in six languages. This advanced agent responds to text and voice queries, with targeted answers derived from our trusted, continuously updated content. Legal & Regulatory is currently testing a General AI-enabled Q&A feature for its U.S. research platform, VitalLaw, and for our legal practice management platform, Legisway. And corporate performance in ESG recently launched its new CCH Tagetik intelligent platform, which leverages AI and Gen AI across the entire finance workflow. The new platform can perform financial close, and planning cycles up to 15 times faster than current practice. It will also allow the CFO to get real-time visual responses to text and voice queries. Commercial models for these features and products, are still emerging. The opportunities with AI remain very exciting, and they underscore the importance of our continued transition to the cloud and our investments in innovation, which brings me to the acquisition that we announced earlier this week. On July 29th, we announced the agreement to acquire a portfolio of cloud-based financial workflow and data exchange solutions from the Isabel Group for €325 million. These native cloud solutions generated gross revenues of €34 million in 2023 that are about 90% recurring, and the revenues are growing at a double-digit rate. Combining these assets with our existing European Tax & Accounting business will accelerate our cloud transition, and enable us to provide end-to-end coverage of the accounting workflow from pre-accounting to post-accounting, including e-invoicing. Before I turn to the outlook, I'd like to share our current thoughts on the opportunity around the U.S. Corporate Transparency Act. In January 2024, we were the first to launch a BOI compliance solution to support our customers with the new U.S. Corporate Transparency Act, or CTA. The CTA went into effect this year and requires an estimated 32 million companies doing business in the U.S., to file a beneficial ownership information report with FinCEN, which is the Financial Crimes Enforcement Network, which is part of the U.S. Treasury. The filing deadline is midnight on January 1, 2025, for companies formed prior to 2024. Our award-winning BOI solution streamlines the reporting and filing process from beginning to end. Our platform allows secure data storage, with bulk upload and editing capabilities and supports automation of updates. This makes our platform ideally suited for parties with a large number of filings, such as law and accounting firms, with many clients, or for businesses with multiple legal entities. We've been marketing our platform to professional customers across both Financial & Corporate Compliance and Tax & Accounting, offering a wide range of subscription and transaction options. We've recognized a modest amount of subscription revenues in the first half of 2024, and our guidance includes around €10 million for the full year. Now let's move to the outlook for the remainder of this year. As indicated in today's release, our group-level guidance for 2024 is unchanged. We continue to expect year-on-year improvement in the full year adjusted operating profit margin to be between 26.4% and 26.8%. We continue to expect adjusted free cash flow to be between €1.15 billion and €1.2 billion in constant currencies. We continue to expect ROIC to improve year-on-year between 17% and 18%, and lastly, we continue to expect mid to high-single-digit growth in diluted adjusted EPS in constant currencies. As indicated in the release, we have fine-tuned our guidance for each of our divisions. For health, we continue to expect organic growth to be in line, with the prior year. Margin improvement is now expected to be largely absorbed by the one-time write-offs. For Tax & Accounting, we continue to expect organic growth to be slightly below the prior year, due to slower growth in non-recurring revenues and the absence of one-time favorable events in euro. The margin is expected to decline slightly, due to increased product investments. For Financial & Corporate Compliance, we now expect organic growth to be higher than the prior year, as transactional revenue trends continue to stabilize. In Legal & Regulatory, we continue to expect organic growth to be in line with the prior year. And lastly, for corporate performance in ESG, we now expect organic growth to be in line with, or slightly than the prior year as finance risk and reporting revenues stabilize. Thank you very much for your attention. I'm now happy to take questions. Operator, if you could please open the line.

Operator: Thank you. [Operator Instructions] Our first question comes from the line of Nick Dempsey from Barclays. Please go ahead. Your line is open.

Nick Dempsey: Yes, good afternoon. So I've got three questions. Just first of all, your organic revenue growth is 50 basis points higher in first half '24 than first half '23. But I think that pretty much exactly explained by the FCC transactional volumes flipping from negative to positive. So do you remain confident big picture that you can keep on modestly improving group organic revenue growth from here, leaving aside the variations in those transaction driven revenues? That's the first question. Second one, just on the acquisition of the accountancy portfolio of Isabel Group, how much can you enhance that business? Can you take their offerings into new geographic markets? Is your sales force well positioned to accelerate that growth by selling in new places? And the third question, just on the CTA, as I understand it, customers do not face any penalties as yet if they don't comply with the CTA. So I understand, do you need a change in that to achieve even the €10 million you've budgeted for? Or if there were a change, would that give you an extra boost maybe towards the end of the year?

Nancy McKinstry: Great. Thank you, Nick. So I'll start. So on the growth, yes, we remain confident in being able to sustain our organic growth levels. Part of that, if you look at the underlying trends in the divisions, they remain strong, both in terms of renewals as well as new sales. So clearly, the stabilization of the transaction volumes in FCC have helped, but we remain confident in the long-term prospects of the growth. I would support that by having you look at both the recurring revenues, which are over 80% of the total revenues, we're up 7%, expert solutions up 8%. That is, of course, the future of the business, as you know. So we feel quite confident in the long-term growth prospects. On the new acquisition from the Isabel Group, its five accounting solutions, which are really what we call pre-accounting. And what that does, is really help small businesses deal with both e-invoicing, but also, very importantly, secure data exchange between bank information, and their accountant to obviously do all of the bookkeeping and ultimately the tax filing. So that's what the company, or the product lines that we bought does. We have a partnership already with these folks, and so we are familiar - quite familiar with both them as an organization, but very importantly, with selling the products. So we are confident that we can both get more upselling, of the existing solutions in the Belgium market and importantly, then take this e-invoicing solution, which is becoming a mandatory requirement across Europe. We believe we can take this technology that they've built, and move it with some modifications to reflect the local regulations, but to move that into the other countries. And so, we're quite excited about this acquisition and do believe that we can accelerate their already good growth from the upselling that we can do and the expansion of the e-invoicing solution. And then on CTA, there are penalties associated with lack of filing, but in the early days, FinCEN was not clear how they were going to enforce those penalties. So there will be, you know, down the road if companies do not comply, there will be adverse consequences for that. So what we see is that it's still early days. When we launched our solution in January, much of the market was not fully aware that this was, coming into force. And so, we've spent an enormous amount of energy and time educating our customers. Awareness has built pretty rapidly, and now we're deploying both subscription solutions and transaction solutions in the marketplace. So demand is building. And as we get closer to the filing deadline, we believe that demand will continue to grow. And because that, and the last thing I'll say about CTA is, because you have to refile with modest changes, like let's say your address changes, or some ownership element changes, you have to refile. So there's, this means that this is an ongoing activity that corporations are going to have to continue to work on. So that's why we're excited about this, because we see it as not just a one-time opportunity, but an ongoing product line.

Nick Dempsey: Thank you, Nancy.

Operator: Thank you. We'll now move on to our next question. Our next question comes from the line of George Webb from Morgan Stanley. Please go ahead. Your line is open.

George Webb: Hi, Nancy and Kevin. I've got a couple of questions, please. Firstly, just on your more software businesses, if we look more broadly across the software space in recent months, clearly there's been a few weaker results. If I look at your numbers, you're still tracking in the cloud at 16%. But some of those kind of CP&E businesses, in particular, slowed, mainly in the perpetual and services revenue. So curious how you'd kind of characterize the overall software demand you saw in the first half and how you're seeing your deal pipeline shaping up into the second half. And then just secondly, back on FCC, the 4% organic in the first half, I guess, gave you the comfort to up the growth guidance. Are you expecting that to potentially improve further in the second half as the BOI platform ramps up, or perhaps not given the slightly tougher base comparator? Thank you.

Nancy McKinstry: Okay, I'll take software and then Kevin, if you would take the transaction and CTA question and Financial & Corporate Compliance. So - broadly on sales trends, our pipelines remain robust. We are closing deals very much in line with our traditional close rates in each of the various segments. Software remains quite robust, as you point out, particularly clients choosing. As we sell two flavors, right? We sell on-premise or hosted, and then we sell cloud for most of our solutions. And demand clearly has been shifting to cloud on the part of our clients. That trend continues as well. So we remain confident that we will meet our, in the broad across all of Wolters' Kluwer, in our software targets for the year. And part of that is very much driven by the kind of activities that our software supports, which are largely, again, very compliance-driven type of activities in the corporate performance space. It's not necessarily compliance, but it's really being driven by people having end-of-life ERP systems that they need to migrate. And we play well in that transition, as well as the whole movement around global minimum tax, around ESG reporting. All of that we have robust solutions for. So that's, you know, so we feel that the market for our software solutions demand remains strong. Kevin?

Kevin Entricken: Sure. On the FCC 4% organic growth in the first half of the year, we're quite pleased with the performance there. The recurring part of that portfolio, which makes up approximately two-thirds of revenue, we did see some consistent growth there around the 5% organic growth area. It's on the non-recurring revenues where we did see a bit of stabilization. Just to remind you, last year we saw a decline of about 7% organically. This year, growth of about 2%. So that did help inform us as we gave you an update to our guidance for the second half of the year. We were pleased with the performance of those transactional-type products.

Nancy McKinstry: And then, specifically on CTA, George, we've given you guidance of €10 million as a revenue figure for the full year. That is baked into the guidance Kevin just articulated. It's early days, right? And I think that we will not fully understand this particular product line, until we get closer to the fourth quarter and as customers really face that filing deadline. So we'll see how it goes, right? But we clearly feel confident in the €10 million figure that we've given you.

George Webb: That's great. Thank you very much.

Operator: Thank you. We'll now move on to our next question. Our next question comes from the line of Adam Berlin from UBS. Please go ahead. Your line is open.

Adam Berlin: Yes. Hi. Thanks for taking the questions. I got one question on Tagetik. And one question on the CTA as well. So on Tagetik. Obviously that did slowdown versus this time last year. And you talked about declining services revenues. I assume that means that you're not winning. Like you said in the Q4 results, the integration revenues alongside the software itself. Can you talk about what's your plans to fix that? Are you just going to give up on those integration revenues, or is that something you can do to make sure you're still in the game for those revenues? Do you need to make an acquisition? Do you need to hire some additional skills? How can you fix that Tagetik can return to 20% growth we've seen in the past? So that's the first question. And then just on the CTA, a couple of questions. One is, can you update us on the legal situation? Last I heard, there was going to be a challenge in the - there was already a legal challenge. Now the District Court of Appeals was going to hear the government side and make a decision on whether to strike down the law or not. But it's all gone quiet last couple of months. I wonder if you had any idea what was happening on the legal side. And also, if you do €10 million of revenue this year in CTA, should we think that should ramp up quite aggressively in 2025? Because it's mostly subscription products. So if you're signing up customers now, you're just getting a few months of revenue this year. But by next year, you have 12 months of revenue for those customers. And so it will build quite quickly into something substantial if the law remains in place throughout 2025?

Nancy McKinstry: Yes. So thanks for your questions. First on Tagetik. Just to sort of give you context, when we bought Tagetik several years ago now, it had more services revenue. Right. And we see services as a necessary activity to support our software. We don't make the kind of margins on services that you make on software, particularly software at scale. So we actually like to contain, kind of the capacity that we build out on services, because it's not our core business. So with Tagetik, we've been sort of transitioning that business to be much more of a software business. It's on - it's well on its way. Services is about 25% of Tagetik's total revenues. And what you see happening both last year and in the first half of this year is we're selling bigger deals. And as clients, are implementing these, these very large installations of Tagetik, they tend to use larger service partners. So they're going to the big four. They're going to other large service implementation players. And therefore, we're - that that's where a lot of the service revenue goes. And we are we support that, 100% from a client perspective. So - what we're experiencing is just that services is lumpy right now, because we're in this both we're in this transition. But also, more importantly, it's that we don't make these decisions, right. The client really decides, do they want to use us and our services, or do they go with a third-party? And obviously, the bigger the deal size, they tend to go with a third-party. So that's what's going on with services. On CTA, the legal situation was a challenge, by the way, in Alabama. So a state challenge. It's at the appeal level. There's been no new developments. I will remind you that this this regulation got passed with bipartisan support in the U.S. And it's really designed to, combat money laundering and terrorist activities, et cetera. So it's really - supporting sort of, criminal enforcement. So, I don't think you're going to see this is speculation on my part, but I don't think you're going to see a massive amount of changes in the law. But let's see how it goes. But customers are complying, knowing that the deadline is there. And then in terms of long-term, let us see where it goes. We clearly are very pleased that we are selling a lot of our platform. So a lot of the subscription product lines, because that builds an annuity, a long-term business. And how it - will know more, frankly, with our trading update. And we'll certainly know more when we finish out this year to be able to give you guidance in '25. It's just early, still early days here.

Adam Berlin: Thank you very much.

Operator: Thank you. [Operator Instructions] We'll now move on to our next question. Our next question comes from the line of Sami Kassab from BNP Paribas. Please go ahead. Your line is open.

Sami Kassab: Thank you and good afternoon, everyone. I have three questions as well please. The first one. Can you come back on the trends within the CP & ESG division, please, Nancy? I heard what you said on the installation feed, but it's a little bit the same as what you said in February. And yet between February and now, something's happened that had you take the outlook down. What was it? And how should we think about the mid-term growth trajectory for this division? Is it kind of longer term, somewhat slower growth than we might have seen before? Or can we go back into the low teens? Secondly, the legal division has seen strong, surprisingly strong margin expansion in H1. Historically, H2 had higher margins than H1 in that division. So shall we expect the same pattern this year? And more generally, what are the mid-term margin outlook for this division? Can it go into the low 20s? And lastly, you told us that you had started sunsetting the Sepsis monitor product within health. Shall we expect some growth and margin headwinds in H2 and perhaps next year from the sunsetting of Sepsis monitor? Or is that now in the numbers? Thank you very much.

Nancy McKinstry: So, Kevin, why don't you take Legal & Regulatory and sunset, the impact of sunsetting Sepsis monitor, and I'll come back on the trends in CP & ESG. Kevin, you're on mute.

Kevin Entricken: Sorry about that. We are very pleased with the progress on the margins in Legal & Regulatory. Some of that has to do with realizing the full effect of some cost savings programs in years gone by. I do think that they're managing their cost base well, through the first half of the year. There's a slight pickup in the margin from the transfer of BOLD from the Tax & Accounting group, over to Legal & Regulatory as well. But all in all, I do think that, they're doing a very good job of managing their cost base there. I would say, we're not giving you guidance over the mid-term, but I do think that as we can see, revenue improving, there should be opportunity to prove margins, not just in Legal & Regulatory, but across business. Secondly, with sunsetting of Sepsis, we did make the decision to do that. One of the things that prompted that decision was we were looking at FDA requirements, and the FDA may have had us register as a medical device manufacturer, which brings with it a lot of costs in complying, with the regulatory parameters there. So, we decided that sunsetting Sepsis right now for us is the best course. And we will focus on growing other parts of our health business, which we are very, very excited about. I would say that, overall, we don't expect there to be, that much disruption at all to either revenues, or margins going forward.

Nancy McKinstry: You shouldn't expect, Sami, a major lift in margin from the decision to sunset. It was a relatively small product line. And then on the trends in CP & ESG, what we see in the division, first to put it in context, we formed the division, because we see a tremendous opportunity to integrate across the four platforms that we have to help customers in their ESG, not just reporting, but in the operational side of ESG. In addition to the individual activities that they have to perform around financial consolidation and environmental health and safety, et cetera. So the premise of forming the divisions remains very strong. We continue to be very well positioned in the marketplace. We're often the number one solution. Anytime someone is looking at a solution, to help them with these kinds of activities. So we remain bullish on the long-term, opportunities here. So what's going on in the short-term? What's really happening is demand remains strong, right. So but what's happening both in Enablon and Tagetik, which are the larger solutions that we have in the portfolio, but also true of TeamMate is that clients are selecting cloud-based alternatives, right. And that is up to the client. We sell into, as I said, we sell into flavors, but clients are pushing in that. And so, as a result of that, particularly in Tagetik, where we had more one-time licenses in the past that we recognize as we sell them, we're moving more to that SaaS revenue recognition. So that clearly makes it a bit lumpy to frankly forecast exactly, what the revenues will look like, because the client is ultimately making the choice. That's one. And then, as I commented earlier services is lumpy, because we're selling bigger deals and we're often - we're definitely seeing a shift towards clients using third-parties. As I mentioned, we are very supportive of that, but it does create some volatility in the revenues. I hope that helps.

Sami Kassab: Thank you very much.

Nancy McKinstry: Yes.

Operator: Thank you. We now move on to our next question. Our next question comes from the line of Thymen Rundberg from ING. Please go ahead. Your line is open.

Thymen Rundberg: Yes. Thanks for taking my questions. I have one on the operating margins and two on the Gen AI. So the first one, first quarter 2024 results, you mentioned that the adjusting operating margin improvement was expected to be modest in the first half, and then growing a bit into the second half. And now that we've seen quite a good 40 basis point increase in the first half of the year, do you still expect year-over-year margin improvements to be better in the second half? And then on Gen AI, a bit of a broad question. You've been launching some new Gen AI projects recently across all divisions. You opened your AI center. In what part of your business do you see the most willingness of customers to adopt these new AI tools? And to what extent are these new AI tools expanding your share of wallets? And then last one in Legal & Regulatory, Lexis, VitalLaw are developing AI tools. How do you compare your legal AI offering to those? Legal AI tools are quickly growing, not only at those big players, but also at startups. So how do you look at the competitive environment developing? Thanks.

Nancy McKinstry: Okay. Thank you, Thymen. So, Kevin, you want to take the question on second half margin developments and I will talk about Gen AI.

Kevin Entricken: Absolutely. We were pleased with the margin development in the first half. The 40 basis point improvement was actually a little bit better, than we originally expected. Some of that has to do with timing of investment opportunities, which I do believe will also pick up in the second half, as well as some other just good cost management on parts of our business. For the second half of the year, we continue to expect good margins. We are reiterating our guidance on margins of 26.4% to 26.8%. So, we feel very comfortable that we will be in that range.

Nancy McKinstry: And then on Gen AI, what we're clearly seeing is a tremendous amount of customer engagement across every one of our divisions, right. So customers are experimenting with use cases in their own organizations. We are working closely with them and all of the product development that we're doing. So, we clearly see that, people are excited about this. On the other hand, they're also a little bit cautious in terms of widespread adoption. They really need to see these solutions prove out, and their overall concerns around sort of, you know, privacy and things like that and data ownership are there. So one of the things that, again, helps us a great deal is our positioning in the marketplace where we have trusted content. They know that they will not get any hallucinations, and that the answers they get from our solutions will be accurate. And so the willingness to work with us is very, very high. And we're doing some exciting things with clients. So, I think once these solutions that they are adopting often, frankly, first as beta with us and then broadly they will adopt them. But it is we're still in that early stage of the adoption curve. I do believe that on the monetization front, some activities that we're doing. So for example, summarization, I believe that will be table stakes across all of our markets. And so building in that capability will support retention, support price increases, but unlikely to lead to, brand new revenue streams. However, other things will lead to customers willing to pay more as they see productivity benefits improve substantially. So a big part of our focus is really embedding our Gen AI capabilities deep within the workflow of the client, because we know that's where they would see a greater productivity. So again, early days, but we are optimistic that some of the solutions that we're building with our clients will, in fact, increase our wallet share over time. We don't have anything baked in to 2024 numbers specifically around Gen AI at this point because we do want to see it through. And then as it relates to competitors, everybody is, of course, working on Gen AI solutions. And there's lots of, as you point out, startups in the markets. We are tracking very well competitively in some markets we're leading. Other markets were more of a fast follower. But again, a lot of this requires deep engagement with clients, to really work and get the solutions right. And so I believe, given our overall market position, we are very advantaged relative to sort of smaller players, or players that are just trying to come into the market, because all of our clients have limited time, to work with their suppliers. And so as a market leader, you have that advantage.

Thymen Rundberg: Perfect. Thank you.

Operator: Thank you. [Operator Instructions] We'll now go on to our next question. Our next question comes from the line of Silvia Cuneo from Deutsche Bank. Please go ahead. Your line is open.

Silvia Cuneo: Good afternoon. Just a couple of questions left for my side. The first one is on the acquisition of Tax & Accounting solutions from Isabel Group. You talked about the revenue profile of the business. And I wanted to ask if you could provide any color on the profitability assumptions that you made to provide the guidance on the acquisition ROIC above WACC in the fifth full year following the acquisition. And also what impact this could have to group leverage in H2. And then the second question is - on your recent entry into the nursing test preparation market. Can you please provide some more color about the potential customer base and revenue model, for this addition and how this fits with the other nursing solutions within education and practice? Thank you.

Nancy McKinstry: Thank you. So I'll take the NCLEX question, Kevin. Do you want to answer around Isabel in terms of the margin profile and what we expect?

Kevin Entricken: Sure. As we did say that the business is last year had revenues about €34 million. It's growing quite well. Most of that revenue is recurring. It is a profitable business and we do expect as that product ramps to expand the margin over time. I would say, though, for the second half of this year, I would not expect any real change, or dramatic changes in the overall margin of the business, because we've signed the business. We have to get through closing, and that'll take a couple of months or so. So, I wouldn't pencil in much of a change on assumptions around margin in the second half for this acquisition.

Nancy McKinstry: And then on NCLEX, we this is really an adjacent market for us. We are very - we're a market leader in nursing education, very much with a focus around curriculum, and assessment of how students are learning. And then this allows us to really work with the student, to make sure that they are well prepared for NCLEX. So it really assesses their capabilities against the NCLEX questions, and the areas of focus. And so this is an adjacent market for us. We bought you'll remember we bought a very small company called NurseTim that accelerated our efforts a couple of years ago now to build out a solution. The rules or they changed the test for NCLEX, which again gave us an opportunity to build a solution here. So, we're very excited, because we now can do an end-to-end product offering to nursing schools. Both sort of from the content and the curriculum all the way to assessment, and then testing and preparing the student for NCLEX. I'll just remind everybody that you have to pass the NCLEX exam, as a as a nursing student in order to practice in the U.S. So it's a very key component and all of these schools are measured on their NCLEX success rate. So we're really excited. We're already seeing new sales. We have a sales force out there, of course, in the academic nursing schools. So they are selling this as part of the overall product portfolio that we have.

Silvia Cuneo: Thank you very much.

Operator: Thank you. We'll now move on to our next question. Our next question comes from the line of Henk Slotboom from The Idea. Please go ahead. Your line is open.

Henk Slotboom: Good morning to all. A quick question on the Belgium operation and the Belgium acquisition you announced yesterday. When I first had a look at the press release and looked at the sales multiple you were paying, I was a bit surprised to be quite honest. I'm used to seeing you paying five or six times sales and this was somewhere between nine and 10 times sales. Is it is it a reflection of the growth potential you see at the corporate pace opportunity you have rolling this out in Europe? Is it perhaps the fact that you already cooperated with them? And or is this the new normal? And can we expect more acquisitions with these kinds of multiples when we talk about cloud solutions?

Nancy McKinstry: So you've kind of hit a little bit on the highlights of the opportunity here. As I mentioned, there's five specific product lines that we've bought. The biggest one is this product line called Codabox, which does the secure platform, which allows for the data exchange between financial banks, information and accounting firms and small businesses. So it kind of it is a network, right to allow for the facilitation of transactions. We are a partner, so we know the company well. We believe that there is both. There's three growth opportunities for us, right. First of all, the company is growing well and it's profitable, right. And so it fits that SaaS kind of model at scale already. And now, we will take it to the next level, both because we can cross sell those solutions into our base. We can also take the invoice in solution, which is now a mandatory requirement across EU, across the EU. But then, of course, each of the member states kind of make their own adaptation. So for e-invoicing, that is a multi-jurisdictional opportunity. And we believe that that again, is something that we can take into the various jurisdictions where we have a strong market position that that Isabel, wasn't going to be able to do. So there's both in-country upselling opportunities, and then there's multi-jurisdictional opportunities on the e-invoicing side. So, we believe that we can accelerate over the medium term the growth potential of the business. And then in terms of the price, I don't know that I would call it, I wouldn't use your term the new normal. But I would say that this is not, it's not it's pretty typical to pay these kind of multiples for faster growing SaaS companies. And so it is you know, this is comparable to what is out there in the marketplace.

Henk Slotboom: Okay. That's quite clear. One follow-up, if I may. Who buys these products? Are these the traditional accounting firms, or is it typically the SME type of company? And if the latter is the case, can I assume that the margins are a bit higher than normal as well?

Nancy McKinstry: Yes, it's facilitated by the accountant, but it's purchased by the SME, right. And often, it's a banking relationship as well. So again, it's sort of this network between the banks who hold the data and have a lot of the documents that the SME needs, to provide to their accountant. And so, it creates this - kind of triangle of relationships. But the buyer is largely the SME, often in concert with the accountant. So the accountant will say we need to put in this solution, et cetera, to be able to support the business in terms of doing all the billing and the payroll, and all those kinds of activities. And so that's what it does. And the margins are at the level that you'd expect a software business to be at scale. They're already there. And then we can improve on that based on what I mentioned around upselling, et cetera.

Henk Slotboom: Okay. And the final question that's on health, just as clarification. Kevin mentioned the sunsetting and what we get that. Are there any other one-offs we should be aware of within health that are a little bit bigger than normal?

Kevin Entricken: We do have one-off in health related to our classification of LDI, as an asset held for sale. Once we made that decision, we did take a look at the assets and we took a €5 million write-down on some of the capitalized software in that business. So that plus Sepsis of the two one-offs, I would point to.

Henk Slotboom: Okay. That's very clear. Thank you very much. And I have a nice day.

Nancy McKinstry: Thank you.

Operator: Thank you. There are no further questions at this time. So I'll hand the call back to Nancy for closing remarks.

Nancy McKinstry: Thank you very much, all of you, for your attention and for your good questions. And Kevin and I and Meg wish you a very good rest of your day.

Operator: This concludes today's conference call. Thank you for participating. You may now disconnect.