Marlowe plc (MRL) Earnings Call Transcript & Summary

Good morning, and welcome to the Marlowe plc FY '22 Results Presentation. My name is Katie, and I'll be coordinating your call today. [Operator Instructions] I will now hand over to Alex Dacre, Chief Executive, to begin. Alex?

Good morning. I'll kick off this morning with a summary of another strong full year performance from Marlowe. I want to give a quick recap of the end-to-end compliance platform that we've been building and the ongoing market opportunity we're seizing before Adam talks you through the numbers and divisional performance. I'll then take you through how we've delivered major progress on each of the 4 key strands of our growth strategy with strong organic growth and 20 acquisitions during the year, deepening and broadening our platform, whilst strengthening our operations by our effective integration and margin expansion. And we delivered major digital progress to become the market leader in compliance software. And finally, I'd like to update you on the progress we've made in implementing our sustainability strategy. This year has been a year of disciplined and fast-paced execution of our growth strategy, overachieving against the financial targets we set. And it's in the context of our sharply-focused compliance strategy that we're very pleased to have delivered such strong financial progress. Group revenue grew 65% to GBP 315.9 million, and we now have a current annualized run rate revenue of over GBP 434 million. Adjusted EPS grew 51%, thanks to strong organic and significant acquisition-led growth. EBITDA has increased by 90% to GBP 54.4 million; PBT was up 123%; current EBITDA is now around GBP 77 million, already 40% higher than our FY '22 results. And the benefits of our increased scale, operational and technological improvements and the success of our integration programs can be clearly seen in the continued strong margin accretion we're delivering. Divisional EBITDA grew 250 basis points to 18.7%, and our current run rate is just shy of our FY '24 20% target. This is one of the clearest indicators of our ability to integrate businesses and to create value through unlocking synergies and operational efficiencies, and it also reflects the rapid growth of our higher-margin GRC activities. Organic revenue growth was 11%, and we estimate the underlying organic growth when adjusting to COVID in the prior year was 9%, which is a continued acceleration, reflecting strong levels of new business and cross sales success, higher standards of service, reducing attrition and the structural drivers that are supporting growth across our markets, such as increasing corporate and societal focus on employee health and well-being, and we're benefiting from the fast growth of our digital activities. We have compounded this organic growth via 20 acquisitions, deploying GBP 314 million during the year. And looking forward, the cash we're generating with conversion of over 90% is enabling us to fund our bolt-on M&A program. We've made major progress building our software scale and delivering our digital strategy. We now generate around GBP 38 million of software annual recurring revenue and approximately 1/4 of group profit is derived from software. We deliver a one-stop approach to our clients' compliance needs from content, intelligence and consultancy through the software and assurance services. We provide regulatory data, information and practical guidance on digital platforms, enabling compliance decision-makers to understand which regulations are applicable to their organizations. This is our compliance intelligence capability. Our consultants then provide the advisory services to help apply these regulations to the specific context of their organizations. This is our compliance consulting capability. Then our software applications help to monitor and control all sorts of risk on an ongoing basis. This is our compliance software capability. And then we deliver field-based compliance to test and inspect your business premises across areas like fire safety and water hygiene. This is our compliance assurance capability, whether by resolving your organization's employment law, HR or occupational health regulatory obligations, delivering health and safety support, assuring the safety of your business premises or providing technology to train your staff and workplace laws and standards or software to automate and control compliance, our mission is to help companies succeed by delivering a one-stop shop of services and software to ensure businesses have what they need to be safe, efficient and compliant. And this cycle is not just strategically coherent, but financially compelling, too. As a result of the regulations that drive our models, such as the health and safety of Work Act or the Employment Rights Act, over 85% of our revenues are recurring. And our clients take our intelligence consulting, software and assurance services via long-term contracts of recurring services or subscriptions, resulting in very strong earnings visibility. Every one of our end markets is experiencing structural growth. Regulations are not just complex, they're ever evolving. For instance, the employment rights bill currently passing through parliament will be a major source of regulatory change. 5 years ago, fees to bring tribunal claims were abolished. These changes, on top of an already litigious landscape, have seen claims rise 30% annually for the last 5 years. It's this constant regulatory churn that increases the need for our services. Insurance requirements often dictate the need. The digitalization of compliance is accelerating growth across our markets and our clients' budgets continue to grow at attractive rates because of heightened focus on the environmental, the social and the governance issues inherent in business. And our end-to-end compliance model is bringing the market to us. If you're a compliance Director, responsible for many different areas of risk. It makes sense to have a single group addressing your requirements, it's easier having a centralized provider to ensure consistency. And it's all of these factors that are contributing to our accelerating organic growth and the growth of our addressable markets. As of today, we conservatively estimate that our current addressable market is around GBP 8.4 billion with attractive growth rates of between 3% and 10%. As we've broadened our offer into new compliance areas, the size of the market opportunity has increased, too.

Thanks, Alex. Starting with the financial summary. Revenue for the year increased by 65% to GBP 316 million, reflecting both the contribution of acquisitions and strong organic growth of 9%. This is after we adjusted for COVID effects. Without this, organic growth stood at 11%. There is an appendix slide providing more detail on how we calculate organic growth. Adjusted EBITDA increased by 90% to GBP 54.4 million. This translates into a 250 basis point improvement in divisional EBITDA margin, which is a result of both increased scale of our higher-margin GRC division and strong operational performance in the form of efficiencies and successful integration of bolt-on acquisitions. Net finance costs increased by 50% to GBP 3.9 million due to higher levels of utilization of our debt facilities compared to the prior year. This is off the back of the successful execution of the growth strategy. The net result of all this is that adjusted PBT increased by 123% to $38.1 million, and adjusted EPS increased by 51% to 37.7p. The latter reflecting this dilutive effect of equity raised during the year. In terms of cash flow, the business experienced a normalization of working capital following the COVID affected prior year. This is primarily comprised of deferred VAT and PAYE payments, but also included a temporary reduction in TIC working capital, which has now increased back to normal levels. In order to eliminate much of these, it is beneficial to look at cash conversion over the 24-month period covering FY '21 and FY '22. Adjusted net cash from operating activities was GBP 56 million, which reflects a 91% cash conversion to operating profit, slightly above our medium-term target. CapEx during the year increased to GBP 9.1 million as a result of continued investment in the business and enhanced levels of internal software development. Net debt, excluding IFRS 16 leases, was just over GBP 110 million at the end of the year. This reflects a pro forma net debt-to-EBITDA ratio of 1.6x. Towards the end of the year, we renewed our debt facilities and increased the overall commitment to GBP 180 million with an optional GBP 60 million available. These, combined with a strong balance sheet, will provide further resources to execute our growth strategy. Our current run rate revenue and adjusted EBITDA are GBP 434 million and GBP 77 million, respectively. These charts help illustrate the key items that bridge from our reported results to the current run rates. The largest acquisition is, of course, Optima Health, which completed in January 2022, so only contributed 2 to 4 months of the current year. The other large acquisition was Hydro-X, which completed at the beginning of the second half of the financial year and was a material addition to the water and air business. In terms of the other acquisitions completed during the year, their current run rates indicated that they would add a further GBP 21 million of revenue and GBP 6 million of EBITDA as part of the group for a full year. These include VinciWorks, Barbour, Corestream, Essential Skills and Skill Boosters. In addition, the acquisitions were completed since the year-end at a further GBP 26 million of annualized revenue and GBP 3 million of annualized EBITDA, which results in our current run rate. I should also note that this bridge is inherently conservative as it does not include the impact of organic growth, which will increase these overall run rates. FY '22 saw our growth strategy deliver a transformational year for our GRC division. Through a combination of targeted acquisitions and organic growth, we've built out the scale and breadth of our services in this space. Revenue increased 172% to GBP 94.2 million driven in large part by acquisitions such as Optima, Barbour, Corestream and VinciWorks. Organic growth is estimated to be 7% once you factor in the impact of additional COVID work completed in the prior year. Adjusted EBITDA and operating profit increased by 151% and 147%, respectively On a run rate basis, GRC now contributes 60% of overall group profitability. In terms of EBITDA margin, GRC has a higher margin of our 2 divisions at 30%. The slight drop in margin, during the year, was driven by mix as occupational health has increased its over share of the overall revenue in the division and it operates on a slightly lower margin profile. Our TIC division has had an excellent year. Revenue grew 41% to GBP 221.7 million. Organic growth was 14%, which does reflect a bounce back from the COVID affected prior year. Once we adjust for this, we estimate organic growth was 9%. In addition, acquisitions such as Hydro-X also driven the top line. Adjusted EBITDA for the year was GBP 30.6 million, an increase of 54%. adjusted EBITDA margin has increased by 120 basis points to 13.8%, driven by operational efficiencies and the successful integration of bolt-on acquisitions. Adjusted operating profit for the year was GBP 21.4 million, an increase of 77%. We will continue to see further improvements in margin through operational improvements as we gain the benefits of further integration. We also plan to overlay this with the bolt-on acquisitions as seen by the execution of 4 bolt-on acquisitions in the barn security business in the new financial year. So in terms of financial roundup from me, we have seen another successful year of M&A activity, completing 20 acquisitions and deploying over GBP 300 million of capital. We have a strong balance sheet, complemented by a new and large GBP 180 million bank facility with a GBP 60 million option to support future growth. We've made a good start to the year, completing 6 bolt-on acquisitions with a total initial consideration of GBP 26 million. This has taken our run rate leverage to around 1.8x pro forma adjusted EBITDA. Our run rate revenue and EBITDA continued to increase rapidly, currently GBP 434 million and GBP 77 million, respectively. In terms of guidance, we continue to successfully manage inflationary pressures. Our largest cost across the group is staff costs, and these are being managed well, whilst ensuring we keep up with market rates and manage any vacancies. We are successfully ensuring that we reflect any increase in our costs within our pricing, so we do not expect any negative impact on our bottom line from inflation. We do, however, expect finance costs to increase to just over GBP 6 million for the current financial year to reflect the increased base rate and our enlarged debt facilities. And finally, the new financial year has started well, and we look forward to another successful year. On that note, I'll hand back to Alex.

We set out a clear and focused growth strategy of our CMD in February 2021, this slide shows how we're on a trajectory to materially exceed the objectives that we set. Deepen is all about deepening our presence across our fragmented markets. Then we plan to continue broadening our capabilities and coverage across the compliance landscape, expanding our coverage into new areas to meet customer demands. Digitalize is focused on building the market leader in compliance and EHS software responding to our customers' demand for digital solutions. And finally, probably the key strength strengthened, is about ensuring that we're building a world-class business, making the investments in new products to drive growth, driving integration programs to realize synergies, and you can see on the page that we said we've doubled group revenues to GBP 500 million and triple EBITDA to GBP 100 million, while delivering in excess of 90% cash conversion. And we were targeting a software ARR of at least 10% of overall group revenue. In the 16 months since the CMD, we've made major progress on each of these fronts. Run rate revenues are over GBP 430 million, run rate profit, GBP 77 million and SaaS, as a percentage of run rate revenue, is 9%. We expect to achieve our end of FY '24 target significantly ahead of this original plan, probably within the next year. You can see on Slide 15, our digitalized strategy has been a principal focus in the last year, significantly advanced by the acquisition of some key GRC software platforms. Let me take you through a few examples of our acquisition and integration activity. The acquisition of VinciWorks and Essential Skills represents major progress. A key focus of our digital strategy has been to develop the scale and capabilities of the group e-learning offering as clients' compliance training requirements become ever more complex in response to new legislation and new workplace standards the combination of Vinci, Essential and the bolt-on acquisitions of Skill Boosters and Silex make us the U.K. leader in this highly attractive and fast-growth SaaS market of compliance e-learning. The integration of Vinci and Skill Boosters is progressing to plan and Essential Skills, Silex and DeltaNet have now merged to form the WorkNest e-learning business line. The acquisition of Barbour, the Health and Safety compliance intelligence platform, made us a leader in the highly attractive subscription-based segments of business intelligence. After this successful carve-out from Informa plc, Barbour has integrated into our GRC division. And since the start of the new financial year, we've completed a further bolt-on in this space, acquiring CEDRIG, an environmental information provider to add further scale to Barbour. Trading is well ahead of expectations, and we're now working on various strategic initiatives to integrate the product into our software environment. We're adding new functionality and ensuring that we're selling Barbour across our client base, providing Marlowe clients with the intelligence that they need to succeed in these complex regulatory fields. The acquisition of CoreStream during the year gave us the leading governance risk and compliance SaaS platform. The platform enables us to offer clients a complete GRC risk management solution. It strengthens our ability to support clients with their ESG objectives and support large organizations with their corporate compliance and risk management needs. And the key highlight of our deepen and broaden strategy was the GBP 135 million acquisition of Optima, building the U.K. leader in the technology-enabled corporate health and well-being sector, which has been further complemented by the acquisition of TP Health this financial year. We now have around GBP 120 million of revenue in this space and Optima has become our leading platform into which we're integrating our existing occupational health capabilities. In this market, our specialists improve the physical and mental health and well-being of employees, minimizing workplace risk and maximizing corporate productivity whilst assuring regulatory compliance with legislation like the Health and Safety at Work Act. The market is about GBP 1 billion in size, with growth of around 4% to 5%. And there's a large amount of white space to go after with more and more onus being placed on corporates to invest in what is the critical compliance area. And once we execute our deepen, broaden and digitalize strategy at pace, our focus is always on ensuring that the whole is much more than the sum of the parts. With our track record and our scale, integration risk diminishes We have the structure and leadership, integrating resources, infrastructure, systems and strategy to take on more scale with increasingly attractive synergies. Our integration playbooks and management expertise continue to unlock operational improvements and efficiencies post acquisitions clearly seen in our 240 basis point margin enhancement, driven by effective integration programs, service delivery efficiency gains, increasing revenue per day per fee earner and the high-margin nature of our GRC and the software activities. Software has become a central part of our proposition, accounting for 1/4 of our profits and just over 9% of our revenues. Individually, our fast products are leading, but together, they span regulatory data and information, enterprise risk management, compliance e-learning and governance audit and workflow tools. As we've scaled, our investment in our product road map has increased, and we've these in-house expertise to bring our own SaaS products to market organically. This year, we launched Procure 360, a supplier verification tool, which allows our clients to vet and qualify their supply chain compliance. VinciWorks will shortly be launching a new ESG software product, which will help clients to design, assess, implement and manage their ESG strategies and goals. I know though only are our platforms growing at a faster rate, but they also benefit from highly attractive investment characteristics. We're able to add additional users with a low incremental cost to deliver, which leads to margin expansion. Revenues are locked into long-term subscriptions, and we achieved net retention rates comfortably over 100%. And we find that clients who take both software and service from our group achieved much higher standards of compliance. So software supports our service strategy, too. In compliance to e-learning, the increasing regulatory burden is resulting in businesses allocating large compliance budgets towards improving the compliance of their workforces in areas such as health and safety, diversity and inclusion, anti-money laundering, bribery and corruption, and cybersecurity. In compliance software, we're seeing major demand from customers who are responding to drivers such as ESG reporting and governance requirements or the threat of fines from regulators for noncompliance. Now SaaS applications become more and more closely integrated. We can share content modules and integrate functionality. Intelligence tools can be linked to GRC SaaS and e-learning can be linked to individual risks within our health and safety software prompting a user to engage with a particular e-learning cause. From a client perspective, the more integrated we become with their operation and the more integrated our capabilities are, the higher our pricing power and client retention rates. We expect SaaS revenue as a proportion of overall revenue to continue to grow as we benefit from the fast growth this market demonstrates. Our diversity of products and the organic growth benefits of our cross-sale strategy and large client database create. ESG is a key focus for our customers, investors and colleagues. And during FY '22, we reflected on the areas we can focus on and identified 3 core elements to a sustainable business. From a product and proposition perspective, all of Marlowe's software and services promote a safe and sustainable future. We manage workplace risks through regular audits and assessments, protect life and property from risks such as fire, safeguard employee legal rights, assure our clients' compliance, enhance corporate governance standards, test and improve water and air quality to meet environmental standards, improve and protect employee health, well-being, mental health, train people via e-learning in areas such as diversity inclusion, anti-money laundering or bribery and corruption. In terms of the environment and planet, we are committed to reducing the environmental impact of our own activities and that of our supply chain. As a result, we're developing a sustainability action plan to reach net zero carbon emissions by 2035. And from a people perspective, we're committed to being a responsible employer and creating a work environment where employees are actively engaged and part of our success. Our people strategy is driven by our belief that there's a direct correlation between engaged, motivated employees and a high-performance culture. As a group, our proposition is strongly aligned with the following UN sustainable development goals, good health and well-being, clean water and sanitation, decent work and economic growth, gender equality, sustainable cities and communities and peace, justice and strong institutions. Building on extensive existing ESG initiatives and policies within each of our divisions, Marlowe's group-wide ESG Committee was established during the year with group-wide representation to implement our ESG goals. We now have a framework in place to provide our investors with key data like energy consumption, carbon emissions and information how we're progressing towards our objectives, such as our plan to be carbon neutral by 2035. So Marlowe with a turnkey compliance platform, delivering services and software to help you manage all of your businesses regulatory obligations. We're delivering strong organic growth in defensive markets that are all undergoing long-term structural growth. We're compounding this growth through fast-paced M&A and effective integration. Effective integration and operational improvement is allowing us to expand margins year after year. Software has become a major part of our proposition, enhancing compliance standards for our clients and generating around 25% of our profits. Our clear strategy is delivering very strong financial results that are on a trajectory to significantly exceed the GBP 100 million EBITDA end of FY '24 target that we set. I would like to thank you for listening today. We'll now have a short pause as the operator opens the lines for the analyst Q&A session, which will begin imminently. If you could be patient for a few moments. Thank you very much.

[Operator Instructions] We take our first question from Calum Battersby from Berenberg.

Just 2 questions, please. Firstly, I just like to ask you about the strategy for key acquisitions from here, given what we've seen in terms of rising interest rates and foreign valuations in equity markets. Is there any change in how you're looking at future deals? And is it right to assume that we'll now see a slower period for M&A? And then secondly, are you seeing any signs that vendors are looking at lower valuations given these same factors?

Thanks, Calum. It's Alex here. I mean, we had a very, very active year from an M&A perspective in FY '22. We spent about GBP 320 million on 20 acquisitions. Really, really pleased with the progress that that's created in deepening and broadening and digitalizing our operations. And broadly, we expect that to continue going into the new financial year. We've already completed 5 acquisitions. We deployed about GBP 26 million on M&A. And the placing that we conducted in January, with a bit of a turning point for the group, in that it created a very strong balance sheet for the business, leverage at the year-end was 1.6x, well within our target range. And we're at the stage now where we're generating a significant amount of cash, which we can redeploy into bolt-on acquisitions. We always intended following the Optima deal. That was a GBP 135 million deal, a large deal for the group, the largest one we've completed so far to have a period of consolidation, focus on integration, focus on margin expansion and continue to deliver a smaller bolt-on M&A. So that's what you've seen over the past few months, and we expect that trend to continue. And as long as we can continue sourcing attractively priced deals that have significant synergy with both our strategy, below existing operations, then we will continue to compound our organic growth through targeted acquisitions. In terms of valuations, I mean these are very attractive sectors, and they're actually the sort of sectors that people tend to focus on during periods of economic uncertainty because almost everything we do is nondiscretionary, it's driven by regulation. So we haven't seen a significant change in terms of vendor's expectations. We're still able to source deals at attractive valuations, around sort of 6x to 7x typically. Sometimes we'll go a bit higher than that through a much larger deal or a deal in the software space. And sometimes for both smaller bolt-ons, it might be 4 to 5x EBITDA. And so we're achieving around about a 15% return on invested capital.

The next question comes from Sam Dindol from Stifel.