Stephane Bello
Analyst · Vince Valentini with TD Securities
Thank you, Jim. Before reviewing the first quarter results, I want to discuss our new organization structure and highlight 2 particular changes. First, we reorganized the business around our customers rather than products. Now when we go to market in Financial & Risk, we're going out to serve traders and investors, not to sell desktops or feeds. Similarly, our US Law Firm segment includes both our core legal research platform, WestlawNext, as well as software and services offerings such as Elite in large law firms, or FindLaw for small and solo law firms. This new market approach is better aligned with what our customers expect from us: a more integrated approach to deliver all the capabilities and assets we have. The second change I would like to remind you of is that we moved our Governance, Risk & Compliance unit, which was part of Legal, to Financial & Risk. The intersection of regulation and finance is one of our fastest-growing opportunities. Our strong market position in financial services, combined with our deep regulatory content, are unique franchise strengths that we can leverage to expand our position in these growing markets. There is also an opportunity to integrate our Risk & Compliance capabilities into our financial services products, and we expect that this will further improve growth across the Financial & Risk business. Looking at the organization through this lens, you can see that all of our market segments grew last year but for investors, with the strongest growth coming from our Tax & Accounting, IP & Science and Legal businesses. And as Jim mentioned earlier, we are now focused on improving the growth profile of our Financial & Risk business. With that, let me turn to some of the details of our first quarter results. Throughout today's presentation, I will speak to revenue growth before currency. Reported revenues are also highlighted on each slide. In aggregate, our first quarter revenues were up 4%, with acquisitions contributing 3%. Adjusted EBITDA was up 15% and the related margin expanded to 260 basis points, reflecting the elimination of integration expenses and the flow-through from higher revenues. As you may recall, our first quarter results last year included $40 million of reorganization costs, which impacted primarily the Legacy Markets division. This year, we incurred approximately $30 million of reorganization costs, representing the tail end of the actions we announced in connection with our Q4 results. As Jim and I stated on our year-end call, we are no longer carving out those severance costs separately from our results, but we want to provide you with the visibility on these expenses when we incur them. So the year-over-year EBITDA performance is relatively comparable as the reorganization costs were roughly similar in each period. The major difference is the conclusion of the integration program at the end of last year. Underlying operating profit rose 2% and the underlying operating profit margin decreased 30 basis points to 17.1%, reflecting higher depreciation and amortization expense from new product launches. Finally, foreign exchange had no impact on either revenues or operating margin in the quarter. Now turning to the first quarter results for our Legal segment. Conditions in the U.S. legal market improved modestly in the first quarter. Overall demand for legal services was up slightly after being down in the fourth quarter. In particular, demand for litigation services, which is the largest segment in the market, was up from the fourth quarter. Legal's revenue were up 3%, 2% on an organic basis. And as Jim indicated earlier, this represents a modest sequential increase from Q4 2011 when the organic growth rate was 1%. If you break down the first quarter growth rate by revenue type, subscription revenues were up 4%, transactions revenues were up 7%, while U.S. print revenues were down 3%. Now looking at the performance of our 3 subsegments in the Legal business. U.S. Law Firm Solutions is the largest subsegment, representing about 55% of the total, and revenues for U.S. Law Firm Solutions grew 2% in the quarter. This was driven by a 12% increase in Business of Law, while research-related revenues were flat versus the prior year period. In Corporate, Government & Academic, which is about 25% of the Legal business, revenues grew 4%, all organic, driven primarily by the performance of our Legal process outsourcing business. And finally, revenues in our Global Legal segment, which is 20% of the total, were up 7%, of which 4% was organic. This was once again driven by strong growth in Latin America. And as a reminder, our Global Legal segment includes both our more mature businesses outside of the U.S. such as the U.K., Canada, Australia and New Zealand, as well as businesses in fast-growing geographies such as Latin America and Asia. Now turning to the profitability performance in our Legal business, EBITDA increased 5% and the corresponding margin was up 60 basis point, helped by a favorable year-over-year comparison. Operating profit increased 5% and the margin rose 50 basis points. Tax & Accounting had another terrific quarter. Revenues were 31%, out of which 9% was organic. This was driven by acquisitions and strong performance across the business, in particular, software sales to professional accounting firms and revenues derived from our ONESOURCE platform. This strong organic revenue growth performance reflects a healthy U.S. accounting market, as hiring is picking up at accounting firms, as well as good adoption of some of our new products. In particular, we are very pleased with the success of the ONESOURCE corporate tax platform, which was built over the last few years both organically and through acquisitions. It's a great example of how we have developed a truly unique and integrated solution to better serve our customers, in this case, corporate tax departments, by successfully integrating a number of small to mid-sized acquisitions. This approach temporarily depressed operating margins, but it is now generating significant profit and value. And in fact, in the quarter, EBITDA grew 50%, the seventh consecutive quarter of double-digit EBITDA growth, and operating profit increased 58%, with the related margin up 380 basis points to 21.9%. Now please remember that Tax & Accounting is a seasonal business with a significant proportion of its operating profit traditionally generated in the fourth quarter. Also, I'd like to point out that we believe that the first quarter is likely to be the high watermark for organic revenue growth, as well as margin improvement this year. We do expect growth in the next 3 quarters to remain strong, but probably not as strong as this quarter. Now over in IP & Science, revenues grew 4%, of which 3% was organic. Growth was driven by a 7% increase in IP Solutions and a 4% increase in Scientific & Scholarly Research. Life Sciences revenues declined 1%, due entirely to the timing of renewals and a difficult comparison from Q1 2011. Again, let me remind you that quarterly revenue growth for IP & Science can be uneven due to the impact of large sales in the Scientific & Scholarly Research business, namely Web of Knowledge and Web of Science. EBITDA increased 9%, with the margin expanding 160 basis points to 34.4%, and operating profit was up 6% with the margin expanding 40 basis points to 26.3%. Financial & Risk revenues were up 1%, with 2% contribution from acquisitions, so organic revenue growth was down 1% this quarter. Recurring revenues which represent about 76% of F&R's revenues grew 1% due to acquisitions and the benefit of a price increase. Excluding acquisitions, recurring revenues were down 1%, reflecting the negative net sales performance of the last several quarters. Transaction revenues, which represent 11% of the total, were up 4%, due to higher fixed income volumes at Tradeweb. Recovery revenues, also 11% of the total, grew 2% as a result of a price increase on third-party exchange fees. And finally, Outright revenues which is 2% of the total and are essentially onetime software sales grew 9% driven by GRC. EBITDA declined by 1% and the margin was down 50 basis points. Excluding currency, EBITDA actually increased 1% and the margin wasn't changed from the prior year. Operating profit declined 8% and the margin declined 140 basis points to 16.7% due to higher depreciation and amortization from the new product investments. Excluding currency, operating profit declined 4% and the margin declined 100 basis points. Now I'll briefly review the results for the individual segments within Financial & Risk. Trading revenues declined 2%. Growth in Commodities & Energy and foreign exchange was offset by desktop cancellations in Exchange Traded Instruments and Fixed Income. Investors revenue declined 3%. Within that business unit, Enterprise Content revenues increased 16% while Wealth Management revenues declined 3% and Investment Management revenues declined 10%. Now while this represented a decline in Investment Management revenues from the fourth quarter, it is important to note that we saw a sequential improvement in net sales in the Investment Management segment from Q4 to Q1, thanks to a marked improvement in the Americas. However, market conditions in Europe remain challenging. Revenues in Corporates were at 1% and Investment Banking revenues were flat. Turning to marketplaces, their revenues increased 10%, driven by acquisitions and by Tradeweb, which grew 11% organically. And finally, GRC revenues increased 16% organically. There has been a strong interest in our new Accelus Compliance Manager product, which we just launched during the quarter. Let me now turn back to our consolidated results. Our first quarter adjusted EPS was $0.44 per share, which represented an increase of $0.07 versus the year ago period. This $0.07 increase, was attributable primarily to lower integration expenses, which accounted for about $0.06 of the increase and to higher underlying EBITDA, which accounted for about $0.04. These increases were partially offset by higher depreciation and amortization of $0.03. Finally, interest and taxes had no impact in aggregate on the year-over-year increase in EPS, as the increase in interest expense was offset by a slightly lower tax rate in the quarter. Lower interest expense in Q1 was higher than in the prior period due to an accrual of interest related to tax liabilities. So for the full year, we remain comfortable with our guidance of $400 million to $425 million for interest expense as the higher accrual we took in Q1 should be offset by higher interest income we expect to receive on the proceeds from the Healthcare disposal. Turning to free cash flow, the first quarter is usually our weakest quarter from a cash generation perspective and this year was no exception. It is not at all reflective of what we expect for the full year performance. Nevertheless, we are encouraged by the $54 million improvement in reported free cash flow, and more importantly, free cash flow from ongoing businesses, which excludes cash flow from businesses which have either been sold or put up for sale over the last 12 months, was at $100 million better than a year ago. Half of the improvement is from low integration spending with the balance coming from an improvement in EBITDA. As I discussed last quarter, we have placed an increased focus on free cash flow across the organization. And to emphasize this, we have made a slight but important modification to the performance metrics we use in our annual bonus plan for managers. 45% of the bonus payout is now based on cash OI rather than operating profit. And we define cash OI simply as current year EBITDA minus current year CapEx. We believe that this change will drive an even greater focus on our capital allocation process going forward. The other 2 components of our management intensive plan remain unchanged. 45% is based on revenue growth, with the remaining 10% based on total free cash flow improvement. Let me now briefly discuss our capital position, because I think it is important to reinforce our commitment to a strong balance sheet and disciplined investment process. Overall, we ended up the first quarter with $6.8 billion in net debt and a net debt to EBITDA ratio of 1.8. Having a strong balance sheet and a solid capital structure is of paramount importance to us. It gives us the flexibility to execute our business strategy and the ability to generate a consistent and attractive return of capital to our shareholders. As Jim indicated earlier, last week, we signed a definitive agreement to sell our Healthcare business to Veritas for a total purchase price of $1.25 billion. We expect this transaction to close by the end of the second quarter or early in the third quarter and to generate about $1 billion in after-tax proceeds, bringing the total net proceeds from disposals completed this year to $1.8 billion. Now we will not let this cash burn a hole in our pocket. However, we do see a number of very attractive opportunities to reinvest a majority of these proceeds across the key growth areas we have in our portfolio. These opportunities would primarily be in the form of small to mid-sized acquisitions, which we will consider over the next 12 to 18 months and which would help us support our goal to improve the organic revenue growth trajectory across our business. This is essentially what we did across the Legacy Professional division between 2009 and 2011. Over this period of time, we spent over $2 billion in capital across the various Professional businesses. In aggregate, this capital redeployment strategy delivered solid results as demonstrated by the fact that the Professional businesses grew both revenues and EBITDA by 9% in 2011, while maintaining pretax ROIC in the mid-teens. So in summary, we will seek to redeploy the proceeds of our recent disposals in the highest areas of growth across our business, and we will continue to focus on driving long-term value creation for our shareholders within the parameters of a strong capital structure. As always, we will also consider returning cash to shareholders by way of share buybacks. And let me remind you that we have repurchased just under 12 million shares under our existing NCIB program and that, therefore, you should expect us to seek board approval to renew this program in May as we do every year. This brings us to our 2012 outlook, which we reaffirmed today. For the full year, we continue to expect revenues to grow low-single digits. We also expect our EBITDA margin to range between 27% and 28% and our underlying operating profit margin to range between 18% and 19%. Let me point out that we expect a more pronounced improvement in margins in the fourth quarter due to easier comparisons resulting from the elimination of reorganization costs and integration expenses, which we incurred in the fourth quarter last year. Our reported free cash flow is expected to be up 5% to 10%, while free cash flow from ongoing businesses is expected to increase between 15% and 20%. As Jim has said, we have just embarked on a multi-quarter journey to transform this business, and after one quarter, we are on track. We understand the challenges ahead, but we remain confident that we can meet them. And now let me now turn it back over to Frank.