RWS Holdings plc (AIM:RWS)
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Earnings Call: H2 2021

Dec 14, 2021

Andrew Brode
Chairman, RWS

Good morning, everybody, and welcome to the 2021 RWS results presentation. I'm more than delighted to inform you that after 18 years of fronting these presentations, I'll be enjoying something of a back seat, and we'll be reverting today to the more normal CEO, CFO presentational format. 2021 has been a significant year for us when RWS has successfully integrated SDL into the RWS group, our largest ever acquisition, doubling the size of the business. More of that to come during the presentation. 2021 has also been the year when we parted company with Richard Thompson, our former CEO, who left in late July. He had, in fact, served a six-month notice period, during which I was fortunately able to conduct a full search with headhunters for his replacement.

Ian El-Mokadem, our new CEO, joined us in late July, and I have very deliberately kept him under wraps as far as investors are concerned to give him, time and space to be able to familiarize himself with the group's operations. RWS is quite a complex business, and I can now wholeheartedly inform you that Ian has put these first five months to excellent use. We've had a significant year with profits ahead of our expectations. Without further ado, it is my pleasure to introduce our new CEO, Ian El-Mokadem.

Ian El-Mokadem
CEO, RWS

Thank you very much, Andrew, and good morning, everybody. It's a pleasure to be here for my first RWS results presentation. I'm gonna start by making a few initial observations on the group. I'll then take you through the financial headlines before handing over to Des, our CFO, who will dive into the numbers in more detail. I'll then come back at the end to dive a little bit more deeply into our divisional performance, to talk about ESG and to touch on the outlook before we turn to questions. In terms of some initial observations, I think the most important thing for me to say is that the reasons I joined are very much the reasons that I am today very optimistic about the future for RWS Group.

We have an outstanding client list who trust us to deliver very important services for them, and those are largely very long-term relationships which demonstrate the service culture in the group. That wouldn't be possible without our very talented team of people, and that is both our new combined executive team, which brings together talent from both the former RWS and former SDL businesses and one or two people like me who've joined from outside and our very global team of experts across a range of disciplines that enable the day-to-day delivery of our business. You know, more importantly perhaps, looking ahead is the technology backbone that we now have enabling the group.

You know, both in terms of enabling the solutions that we deliver to our clients, but also in terms of underpinning our operating efficiency, that technology backbone is very key to our future success. Put together, we have a strong platform for future growth. Just that customer base, as you can see here, it spans a range of different industries. 90 of the world's top 100 brands, all of the top pharma companies, large majority of the top law firms. You can read the rest. This both demonstrates the diversity of the business, but also our ability to deliver to very high standards and to partner closely with these accounts to understand their changing needs and adapt our service delivery accordingly. A quick snapshot of the Group today.

We are organized in four divisions, which I'll talk about more later on. Language Services is 46% of the group. Regulated Industries, 23%. IP Services, 16%. Language and Content Technology at 15%. Our team is now some 7,600 strong, located truly globally, again, giving us that ability to serve our global customer base and to, you know, tap into different labor markets across the world, giving us both resilience and the ability to manage our cost base. We have a strong financial profile from which to invest and continue to grow the group. Turning to the headline financial performance, we've delivered revenues of GBP 694.5 million. That's 4% organic growth at constant currency, obviously significantly affected by the SDL merger.

We've delivered profits ahead of expectations at GBP 116.4 million. That includes synergies in excess of GBP 16 million delivered in the year resulting from the merger with SDL. Gross margin at 45.1% is up 590 basis points on the previous year, reflecting the changed mix in the business post the merger. In terms of earnings per share, we're reporting GBP 0.238 earnings per share. On an adjusted basis, that's 20% up on the previous year. The group now has a net cash position of GBP 45.3 million at the year-end, up from a net debt of GBP 15.1 million at the end of the previous year.

We are proposing a final dividend of GBP 0.085 , which will take the total for the year to GBP 0.105 . That is up from GBP 0.9 in the previous year. I'll now hand you over to Des to take you through the financial results.

Desmond Glass
CFO, RWS

First thing here to mention, and it's very clear, is the impact of the SDL acquisition across our numbers this year. Reported revenues are up by 95%, GBP 694.5 million. After we adjust for the 11-month contribution of SDL and the weaker dollar this year, we get an organic constant currency increase of 4%. We'll unpack the division by division picture on the next slide. Gross margins increased from 31.2% last year to 45.1% this year. Again, this mainly reflects the SDL acquisition, more specifically the higher gross margin profile of the technology side of that business. Once you adjust for this acquisition, you can see that on a like-for-like organic constant currency basis, gross margin is essentially in line with a small 10 basis point increase on the prior year.

Admin expenses as a percentage of revenue increased significantly from 18% last year to 28% in the current fiscal year. That reflects the much higher administrative cost base of SDL, which historically has actually been in excess of 40% of revenues. As we previously reported, we've worked hard to find potential synergies across the combined business, and we're pleased to report we've identified in excess of GBP 33 million of cost synergies, of which we've realized GBP 16 million in the current financial year. The achievement of this high level of synergies has been the main driver behind our 25% increase in organic constant currency adjusted PBT and a 170 basis points increase in organic adjusted PBT margin, which has increased from 15.1%-16.8% on a like-for-like basis.

It's important also to point out that we've seen improving margins across all four divisions on that basis. Below adjusted PBT, you can see we had a large level of adjusting items this year, unsurprisingly, given the SDL acquisition. The major items to point out here are acquired intangible amortization, which is now up to GBP 34.4 million, more than doubling. Exceptional items of GBP 14.1 million, including GBP 10.5 million in restructuring costs that helped secure those synergy savings we talked about earlier. Acquisition costs of GBP 11.1 million, again predominantly to do with the SDL acquisition. Finally, just worth pointing out, our headline adjusted basic EPS has increased by 20% to 23.8 pence per share. That's up from the 19.9 pence we reported at this time last year.

We can move on to the next slide, the organic constant currency bridge. This slide provides a bridge between the headline reported revenues and the organic constant currency revenue increase of 4%. Starting at left-hand side, moving across, we have the impact of acquisitions, of which the 11-month contribution of SDL accounts for GBP 339 million of the GBP 348 million posted here. We then show the organic constant currency growth by division. Language Services increased by 4%. In H1 this was up by 1%, so a very strong H2 increase of 7% in the period. Similarly, Regulated Industries is up by 8%, making it our strongest performer year-on-year.

IP Services also up 2% for the full year, again reflecting a stronger H2, where revenue is up by 6% H2 to H2. Finally, Language and Content Technology is up by 1% over the prior year. Overall, the Group's up by 4%. If you remember, we were 3% ahead when we reported at H1. H2 revenue growth has increased overall across the divisions by about 5%. The next column isolates the impact of FX on our numbers. The bulk of this headwind of GBP 35 million is due to the dollar falling by about 7% against sterling year-on-year. When we subtract this FX impact, we get back to our original 2021 reported revenues that we saw in the last slide of GBP 694.5 million.

On the next slide, which is our balance sheet, I'm just going to draw your attention to a couple of the relevant points here. Clearly the main reason for the increase in non-current assets is the acquisition of SDL. Goodwill has increased by GBP 359 million and intangible assets by GBP 210 million. That accounts for 569 of the total increase of GBP 601 million year-over-year. In terms of working capital, there is a net investment in working capital of GBP 23.5 million this year. We need to unpick this slightly to get to the underlying position as a significant portion of this increase is timing related and will unwind over the coming year.

There is an investment of about GBP 5 million, which is related to the growth in the underlying combined business, and in particular, a strong finish to the year. In addition to this, there are two outflows which relate primarily to the timing of the SDL acquisition one month into RWS's financial year. There was circa GBP 60 mil of cash costs related to the post-acquisition payments of pre-acquisition SDL costs, which included acquisition fees and the 10-month SDL bonus accrual, which was subsequently paid post-acquisition in March earlier this year. The second item relates to the fact that we're measuring the growth in receivables at the end of September this year against a comparator figure that includes the SDL October receivables figure, which already net of payments received against our strong quarter-end September 2020 billings. That accounts, once you adjust for that, for an outflow of about GBP 10 million.

It's worth stressing again that both of these adjustments will unwind against normalized FY 2022 comparators going forward, and that our underlying working capital position is stable, evidenced by our average DSO measure being in line with prior year. Finally, it's worth pointing out that we've returned to a net cash position at year-end. We closed the year with net cash of GBP 45.3 million, compared to net debt at the beginning of the period of GBP 15.1 million. We finished the fiscal year with cash and cash equivalents of GBP 92.5 million. That's a jump of 80% from last year's comp of GBP 51.4 million. Loans outstanding of GBP 47.2 million, which have reduced by GBP 19 million over the period. On the next slide, we have our net debt bridge.

This slide is effectively a proxy for our cash flow for the year, and bridges our opening net debt position of GBP 15.1 to a closing net cash of GBP 45.3. Pointing out a couple of major items as we move left to right across this slide. Profit before tax of GBP 55 million, that's taken straight from the face of the P&L. We add to that GBP 17.5 million of non-cash adjustments, which the main components are GBP 34 million of acquired intangible amortization, exceptional items of GBP 14.1 million, and acquisition costs of GBP 11.2 million. We already covered the GBP 23.5 million working capital investment. That sum is deducted here with any cash acquired and acquisitions net of the cash acquisition costs for Horn & Uchida of GBP 53.5 million. CapEx of GBP 23.2 million.

That breaks down into GBP 19 million of capitalized internally generated software and just under GBP 3 million of property, plant, and equipment requirements across the combined group. That's remained stable. Tax paid in the year was GBP 17.1 million. Dividends paid this year of GBP 36 million. That increase reflects the share for share nature of the SDL acquisition. Lease payments of GBP 12.6 illustrate effectively the rent paid across the combined group. The final point worth mentioning here is the GBP 6.4 million, which is the tax withheld and the net settlements of employee share options that vest at the time of the SDL acquisition. Onto the final slide in the financial section. This is a reminder of our capital allocation policy. As you expect, we continue to be a highly cash generative, low CapEx business. We generate adjusted cash conversion of 96.7%.

That measures cash conversion of the underlying business, and that provides us with substantial organic resources to reinvest back into the underlying business. CapEx of the combined group has increased from 2%-3% of group revenues following the SDL acquisitions, resulting in CapEx in the year of GBP 23.2 million, and we do expect this to increase slightly in the current fiscal year. You'll be pleased to know we've continued our progressive dividend policy, and we announced a 17% per share increase in our full-year dividend to GBP 0.105 per share. This translates to a 24% increase in cash dividend cost, given the share for share nature of the SDL transaction. Finally, our balance sheet remains strong.

We're now in a net cash position with multiple financing options available to help fund both organic and potentially inorganic growth now that the SDL integration is substantially complete. We have the appetite to increase net debt to 2x-2.5x the enlarged group EBITDA. Plenty of firepower if needed. On that note, I'll hand you back over to Ian, who will take you through this year's operational review.

Ian El-Mokadem
CEO, RWS

Many thanks, Des. If we could turn to the next slide, please. Given the changes in the group, we thought it was just helpful to help you navigate to the four divisions that we report on today. The IP Services division is made up of the IP Services division from the original RWS and the Horn & Uchida acquisition in Japan that we made in 2021. What we today call Language Services is made up of the former Moravia business from RWS and the Commercial Enterprises division from SDL, plus the Webdunia acquisition that was made in 2020. Regulated Industries is basically the two similar businesses from former RWS and former SDL.

The Language and Content Technology business, mostly from SDL, plus the Iconic acquisition that RWS made, in the machine translation arena in 2020. If we turn to the next slide, a quick reminder on what each of those divisions does before I go into the performance of each one. Language Services focuses on working with the world's leading brands, and helps them with their localization needs, and thereby helps them connect with the audiences that they're trying to reach. It is enabled by a unique network of expertise at covering some 260 languages. It's also been evolving its service mix, which I'll talk a bit more about in the coming slides. Regulated Industries serves the life sciences, financial services, and legal verticals.

It is again enabled by a highly specialized team of technical translators and also offers very high value services such as linguistic validation which supports clinical studies all the way through their life cycle and has indeed through the pandemic played a small but meaningful role in supporting our clients to bring new treatments to market. IP Services is the world's premier provider of patent translation and filing, including search, retrieval, and monitoring services. The team aim to offer a seamless service to our clients, again enabled by a highly specialized team of in-house translators and a crowd capability to support patent research, which includes some 39,000+ researchers and underpinned by a technology platform called inovia.

Last, but by no means least, our Language and Content Technology business covers three areas of technology. Language technology supporting translation management and productivity, linguistic artificial intelligence and neural machine translation, and content technology covering the creation, translation, and delivery of content at scale. While we don't propose to present it, we have included in the appendix some further detail on the group's range of technology products, recognizing that they may be new to some of our investors. If we turn to the next slide, please, I'll start with the divisional overviews, commencing with our largest division, Language Services at 46% of group sales. Here, as Des has already mentioned, we saw 4% organic growth at constant currency, and delivered seventy basis points of margin improvement.

This has been underpinned by strong sales to our global technology clients and many of our large global commercial clients. This is, as I mentioned earlier, an area of the business where our service mix has been shifting to reflect the way consumers are changing their behaviors. We are seeing an increased focus on things like multimedia localization, increased demand for services such as data training and software testing, and a shift again, certainly driven by the pandemic, but likely we think to persist towards things such as e-learning. We've seen a resilient performance from our manufacturing clients, and as we've reported previously, a somewhat softer performance from our automotive and travel clients, due, we think, mostly to the impact of COVID-19.

I think organizationally, you know, we've completed now the consolidation of the two businesses from RWS and SDL, giving us a good platform to go to market in 2022, enabled by a very talented team of people. If we turn next please to Regulated Industries, our next biggest division at 23% of group sales. Here we've seen really strong growth of 8% organic at constant currency, driven in particular by our life sciences vertical. We've also delivered a meaningful margin improvement, 110 basis points, demonstrating good cost control and the realization of those acquisition synergies that we mentioned earlier. Underpinning this performance has been strong demand for linguistic validation services supporting clinical trials all the way through their life cycle.

We've also seen positive growth from our top 10 medical device clients, partly, we think, driven by the change in EU Medical Device Regulation, which required a lot of documentation to be translated and go through various approval processes. We've seen improved performance in our financial and legal verticals, underpinned there by a focus on ESG risk management and a range of compliance requirements. In the U.S., we've also seen good demand linked to the U.S. annual enrollment process for healthcare services. Overall, a really good performance from RI and a good run into the new year. If we turn next please to IP Services, 16% of group sales.

Here we've seen 2% organic growth at constant currency, underpinned by demand for IP search services and patent-based sales. We've also delivered 90 basis points of margin improvement, enabled by, you know, again, effective cost control and specifically in this division, some headcount reductions that we made at the beginning of the financial year when we saw that COVID-19 was impacting demand in this sector. We have continued to see tougher trading in patent translation and filing, and that's perhaps most easily referenced by looking at the European Patent Office, which has been granting fewer applications in FY 2021.

Offsetting that to a degree, we've seen strong sales growth in China and Japan, both from local clients, but also from our clients in Europe and North America who have been seeking patent protection in the Asia Pacific region. We're also pleased with the performance of Horn & Uchida, the acquisition we made in July, which brought with it a client base in Japan and a team of highly specialized in-house patent translators. If we move to our final division, Language and Content Technology, 15% of group sales. Here we've delivered 1% organic growth at constant currency.

What's going on here is partly a shift to SaaS software licenses, where you get less of an upfront, you know, payment for those licenses, but hopefully a more enduring, ongoing revenue stream. We have delivered 30 basis points of margin improvement. Here the focus of the year has been on, you know, strengthening our product portfolio. In translation productivity, you know, focusing on our cloud solutions for LSPs, corporations and enterprises. In translation management, we've been focused on feature development, and we've been putting quite a lot of effort into our AI and neural machine translation product, Language Weaver, and also integrating into that the Iconic capability they acquired prior to the SDL acquisition.

Here we've seen good performance in North America, and with extensive product development, we see really good prospects for that product set moving forward. Last but by no means least, in content management, we have seen some delays to project awards, which we think again are linked to COVID-19. Nonetheless, we saw, you know, modest growth here, and we're seeing good demand for, you know, regulatory and compliance related content services where our Contenta product in particular is particularly well-placed to capitalize on those opportunities. If we turn next to ESG, please, and onto the next slide. ESG is a really important focus for us as a business.

Given the customer set that we work for, it won't surprise anybody to know that they have very high expectations of us as a market leader to set examples across our industry in terms of how we address ESG and sustainability. We know how much this matters to all of our stakeholders, having conducted extensive consultations with them through the last year. You know, to underpin the importance here, we now have full-time head of sustainability and ESG who reports directly to me and is driving a lot of this work, you know, through and across our business. Touching on a few, you know, key points on this slide.

In terms of sustainability, we signed up to the United Nations Global Compact in the previous year, and we submitted our first communication on progress in 2021. We've increased our engagement on materiality, and we have started reporting against the SASB standards which focus in particular on things like data security, diversity and engagement, and professional integrity. On environment, we are a supporter of TCFD, and have been focused on looking at the different climate risk scenarios. You know, we will, you know, continue to focus in this area, and I'll come back to some of our targets on the next slide. On the community, we have now, you know, largely completed the combination of the activities that the former SDL and RWS businesses were conducting here.

We've renamed the SDL Foundation to be the RWS Foundation, and we're continuing with a number of initiatives, including our sponsorship of language students at University of Manchester. On the social side, in terms of our people, we completed our first group wide employee engagement survey. We had an excellent response rate of 81%, and I'm very pleased to say that 80% of our colleagues said they would recommend RWS as an employer. As pleasingly, 90% of our colleagues recognize that we have a culture that welcomes diversity. I guess that shouldn't be a surprise given the very diverse nature of our workforce, but it is something we're incredibly proud of, and something we intend to build on.

We've also got a number of employee resource groups looking at everything from wellbeing, which has been particular focus for us through COVID-19, but also other areas of diversity, as well. In terms of governance, we've strengthened our board with the addition of three new non-executive directors. We are also remaining very focused on cybersecurity, again, given the importance of technology to our business and the importance of maintaining the integrity of the information that we work on for our clients. If we turn to the next slide, in terms of next steps on ESG, we will be moving forward to set science-based targets for environmental performance improvement.

We've set ourselves a carbon emissions reduction target of 55% by 2030, and net zero by 2050. In terms of people, we'll be refreshing our group-wide labor and human rights policies and setting more KPIs around progress around diversity and inclusion. In terms of engaging with our wider stakeholder groups, we'll be focused in particular on engaging more actively with our supply chain, with a focus on sustainability, and responsibility through the network of partners that we utilize. Finally, on governance, we'll be renewing our corporate values and our code of conduct, and rolling out training linked to that through the coming year.

We will be doing a capital markets day in March, which will give us an opportunity to talk in a little bit more detail about the future growth outlook for the business. In the short term, everyone should assume that our three kind of focus areas around driving organic growth, delivering ongoing efficiencies and margin improvement, and being very active at looking at how acquisitions can continue to extend the reach of the group and create value for our shareholders. You know, those three priorities remain very much in place. Turning finally then to the summary and outlook slide. Our outlook is as follows.

In terms of current trading is in line with our full year expectations, and those anticipate continued organic revenue growth at the constant currency level and significant further margin expansion as we realize the full year synergies of the SDL merger and continue to drive other efficiencies as well. As Des mentioned, we will continue to be strongly cash generative, putting us in a strong position to continue to invest both organically in our internal systems and services, and also to enable us to deliver further acquisitions where we see opportunities to do so. Summary from me is that we are a market leading business and highly technology enabled, well-placed to take advantage of the opportunities in our large and evolving structurally growing markets.

We have a very strong team of talented people in place to deliver on those opportunities. The two businesses and the cultures of RWS and SDL are coming together really nicely, and that continued focus on building a strong one RWS culture will remain into 2022. As I said, we'll be giving a further update at a capital markets day in March. Well, thank you very much everybody, for your attention today and for your continuing support of the group. We hope this has been a useful presentation. Thank you very much for your attention today.

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