Karnov Group AB (publ)

STO:KAR

Earnings Call Transcript 2021-Q4

[Operator]

Ladies and gentlemen, welcome to the Karnov Group Audiocast Teleconference Q4 2021. [Operator Instructions] Today, I am pleased to present CEO, Pontus Bodelsson; and CFO, Dora Brink Clausen. Please begin your meeting.

[Pontus Bodelsson, CEO & President]

Thank you. Welcome, everyone, to this earnings conference for Karnov Group, where we're going to present the outcome of the fourth quarter and close the books for 2021.Next slide, please. I am Pontus Bodelsson, President and CEO of the company. With me, I have our CFO, Dora Brink Clausen; and our IR specialist, Erik Berggren.Dora and I will present the outcome of the fourth quarter using a few slides, and then we'll open up for questions. With that said, let's get started with the presentation of Q4.Please go to the next slide. We are pleased that we have delivered solid results and delivered on our strategy in the fourth quarter, with 3 closed acquisitions as well as an announcement of the intention to acquire legal information-based businesses in Spain and France.Net sales grew by 17% in the fourth quarter and organic growth was 7%. The drivers were in line with previous quarters, an increase in demand for our new and existing offerings from both new and existing customers. The adjusted EBITA margin was 33%, a strong result following our dedicated efforts in the quarter. We are currently preparing the intended acquisition in Spain and France, and therefore, had an extraordinary low leverage of one client at the end of the quarter, giving us a strong financial position for 2022.Next slide, please. I will now comment a little on our segments, starting first with Sweden/Norway. We are satisfied with the performance of the Sweden/Norway segment. We see a clear trend in Sweden/Norway, where our offerings for the public sectors, municipalities and our EHS vertical continue to grow well. This has also been the case in the fourth quarter. We have released a public news service inspired by the appreciated K-News service in Denmark.In the fourth quarter, the organic growth was 12.2%, coming from those sales to new customers and upselling to existing customers. Our acquired businesses have performed well in the fourth quarter, in line with our expectations. At the end of the fourth quarter, DIBkunnskap launched their IFRS service in Sweden, and we hope to see the company perform as well in Sweden as they are in Norway.Turning the page. We have delivered strong results in Denmark throughout the year. In the fourth quarter, we have continued developing our offering, launching new features to our new appreciated online library. We will continue growing the online library universe. We are also happy to announce our first sales of our newly launched municipality solution in Denmark.In the fourth quarter, the Danish segment had an organic growth of 3%. The growth is driven by a combination of increase in demand for our new and existing offerings from both new and existing customers.Turning the page. Karnov Group has a solid growth strategy, and our ambition is to grow both organically and through selected value-adding acquisitions. Our acquisition strategy is based on technology bolt-ons, acquisitions in closely related verticals and pursuing geographical expansion. I am pleased with how we have been able to execute on our growth strategy during the year.We have completed 5 acquisitions, expanding the business in new verticals, technology bolt-ons as well as through geographic expansion. The acquisitions strengthen the customer value and generate new growth opportunities for Karnov Group, with new technologies that we can integrate into our core legal platforms, helping our customers in making better decisions faster. We have also announced our intention to enter Southern Europe via a very exciting acquisition opportunity.Next slide, please. In December, we announced that we have signed a binding offer to acquire carved out legal information-based businesses in Spain and France. This is a great growth opportunity for Karnov Group that we haven't been able to see in the Nordics. When we acquired Norstedts Juridik in 2018, we generated solid growth. And through the successful integration we enhanced our offering which resulted in organic growth in Sweden and Denmark.Building on this experience, we are encouraged to continue to grow in other geographical markets within the legal core business. What we intend to acquire in one transaction is the carved out legal information-based businesses of both Thomson Reuters in Spain and Wolters Kluwer in Spain and France. The businesses consist of some of the best-known brands within the segments of legal information services, including legal information and reference, workflow and analytics and training spaces in Spain and France.Through the intended transaction, we would enter 2 interesting markets and establish a great footprint in Southern Europe, becoming the largest legal information-based business in Spain and one of the largest in France. Since the announcement, we have filed regulatory documentation in Spain and completed consultations with the French and European works councils. We'll proceed in line with the transaction process and the transaction is anticipated to be closed during 2022, giving clearance from the Spanish Antitrust Authority.Next slide, please. I will now hand over to Dora, who will tell us more about the financial results in the fourth quarter.

[Dora Brink Clausen, Group CFO]

Thank you, Pontus. And as you said, we are pleased -- very pleased with our performance in the fourth quarter and during 2021. So let's start with an overview, switching to Slide #9.In the fourth quarter, we had a top line growth of 17%. This was due to us being able to continue growing our online customer base with both sales to new customers and upselling to existing customers. For the full year, the growth was 14%. Net sales in the fourth quarter was SEK 221 million, and the net sales for the full year was SEK 878 million.Next slide, please. We are also pleased with the margin in the fourth quarter, and we believe they are a result of our dedicated efforts to grow our business. The adjusted EBITA margin was 33.3% in the fourth quarter, and we ended the financial year with an adjusted EBITA margin of 37.2%, which is in line with previous year despite a dilution from the acquired business, DIBkunnskap, of approximately 1 percentage point.Next slide, please. If we look into the sales growth in details, the organic growth was 7.4% in the quarter, while currency effects had a negative impact of minus 0.3%. The acquired businesses contributed with 10.0%. Echoline, Ante and BELLA intelligence have all been consolidated in the quarter.The online business continued to grow. The drivers are in line with previous quarters in the public sector, municipalities and our EHS vertical, and our acquired business has also performed well in the fourth quarter.Next slide, please. We believe our margins are on a satisfactory level in the fourth quarter. Adjusted EBITA increased by 23% and the adjusted EBITA margin was 33.3%, which is an improvement of 160 basis points compared to the comparing quarter last year. The increased net sales, predominantly from online sales and better product mix, had a positive impact on our margin. In the fourth quarter, we have items affecting comparability of SEK 42 million, which are related to the intended acquisition in Spain and France.Next slide, please. On Slide 13, you see the net sales development with 2 different views. And you can see that also in the fourth quarter, the online and subscription-based sales grew. First, to the left, you see that the online business increased its share of our group sales by 2 percentage points to 86%. The share of subscription in our sales increased to 90% in Q4 2021, which is 2 percentage points higher than last year.Move on to the next slide, where we have 1 of the 2 segments. In Denmark, we are content with the performance in Q4. Organic growth was 3.1%, but currency effect had a negative impact of minus 1.4% on the net sales.Organic growth was driven by strong online sales with our products launched during 2020 and 2021, appreciated among our customers. And we, therefore, have been able to increase upselling to existing customers as well as attract new customers. The adjusted EBITA improved by 2 percentage points and adjusted EBITA margin was 34.7% in the fourth quarter. For the full year, the organic growth was 3.8% and the adjusted EBITA margin was 40.7%.On to the next slide, which is the Swedish and Norwegian segment. We have been able to grow well in the Sweden/Norway segment during the year, and we have ended the year on a strong note with good performance in Q4.Net sales increased by 33.8%, organic growth was 12.2%, acquired growth accounted for 20.6%, while currency effect had a positive impact of 1%. The organic growth comes from good online sales to new customers as well as upselling to existing. We are proud to say that we are gaining market shares in the public sector, municipalities and our EHS vertical.DIBkunnskap launched their IFRS service in Sweden at the end of the quarter, and the launch has had no impact on the net sales for the quarter. Adjusted EBITA margin improved by 160 basis points to 32.1% despite the dilution from the acquisition of DIBkunnskap. For the full year, the organic growth was 10% and the adjusted EBITA margin was 34.0%.Next slide, please. Here, we have our cash flow slide. As expected, our adjusted operating cash flow and our cash conversion reached high levels in the fourth quarter. This is due to our invoicing seasonality for the fourth and the first quarters generate strong cash flow.Our leverage was 1.0x at the end of the period. This is due to strong cash flow from the operating business as well as the net proceeds from the directed share issue we carried out in December. We have secured bridge financing for the intended acquisition in Spain and France. And with the share issue done, we are ready to execute. We also have financial power to make additional investments if the opportunity arise. As we currently are preparing to complete the intended acquisition in Spain and France and recently raised capital to partly finance the acquisition, the Board of Directors proposed no dividend for the AGM on 10th of May 2022.I'm now handing over to Pontus again, who will present our last slides.

[Pontus Bodelsson, CEO & President]

Thank you, Dora. Please switch to the next slide. I just want to conclude this presentation by presenting a summary of the highlights during the year. We are satisfied with our performance this year with an organic growth of 7%, adjusted EBITA margin of 37.2% and the leverage at 1.0x.We have delivered on our strategy during the year, closing 5 new acquisitions. We have closed the acquisition of Echoline, Ante and BELLA Intelligence in the fourth quarter. DIBkunnskap has also launched their IFRS service in Sweden, in line with our strategy.We are happy about the performance in both our legal core and our closely related verticals, the strong online sales to both new customers and upselling to existing customers. We have announced our intention to acquire solid businesses in Spain and France and further strengthen our customer offering with strong presence in Southern Europe.Next slide, please. Karnov Group has a strong basis to grow from the coming years. Jonas Olin will assume the position as CFO from the 28th of February. He has solid experience as CFO in listed companies and extensive experience in M&A activities. Jonas started on the 1st of December, and Dora has made a great job helping Jonas to get warmed up and ready to continue the good journey we have started. Thank you, Dora. Thank you very much for your great contributions to Karnov Group over the past 8 years. Thank you very much.And by this, I'll end our presentation, and we are now ready to take questions. So I'll hand over the conference again to our host.

[Operator]

[Operator Instructions] We have first question from Daniel Ovin from Nordea.

[Daniel Ovin, Senior Analyst]

First question on the dividend here. So I realized that you decided not to pay any dividends and that's in relation to this acquisition you're doing. Just a question on how do you think about this in the future? You think it's one-time event? Or do you foresee any few -- any changes in your remuneration policy over the next few years? That's the first question.

[Dora Brink Clausen, Group CFO]

Yes, it's correct, Daniel, that for this year, we have decided or the Board will propose that we will not pay any dividend for this year. But I think that also that we have to emphasize that we are sticking to our dividend policy, and we haven't changed that. So I will not say that this is changing for the future. But for now, we still have the dividend policy. And for 2022 AGM, Board has decided that the proposal will be no dividend.

[Daniel Ovin, Senior Analyst]

Okay. And then when it comes to the progression of the -- or approval process of acquiring this French and Spanish businesses, is there anything new here? Is there anything you can comment on the progression? How is it developing? Can you share any thoughts?

[Pontus Bodelsson, CEO & President]

Yes. Thank you for the question. We have been working hard on this, and there are, I could say, 2 parts of it at the moment. There is one part regarding communication and discussions with the works council in France and in Europe, the European Works Council. And I'm happy to announce that we have had really good discussions, and we have also been passing, so to say, those discussions. So both from the French perspective and the European's perspective, they are positive to kind of acquiring these companies. So that's really a good step for us.The second part is the antitrust authority in Spain, and we have filed for it. And it's difficult to say how long time it will take. But we are still saying the same as earlier, and that means that we anticipate to be able to finalize this acquisition during 2022. It's difficult to say whether it's in the summer or in the autumn. But at least, we have started the process and so far so good. Apart from that, of course, these are the formalities, you could say, that has to be respected. But apart from that, we have obviously started to plan for the post-merger integration. So we are definitely still believing very much that this will come true, and we are working hard to be able to be up and running from day 1...

[Daniel Ovin, Senior Analyst]

Okay. Great. Sounds promising. And then final question also, if I look at the results, one thing that came a bit stronger than I had expected was on the margin side and that was posed in Sweden despite the DIBkunnskap dilution, but also in Denmark. So is there any single or perhaps the most important reasons for the pretty good margin development? And is that something that you think you say also a good outlook that, that's going to continue also in 2022?

[Pontus Bodelsson, CEO & President]

Well, I can only speak in general trend so to say about the question on the future. But we can see that there is a general trend from off-line products, as you know, going to online products. And that shifting marketing mix of ours is also contributing to a higher margin. And that trend is the same in Sweden, Denmark and also, by the way, in France and Spain. So that's still an important trend for us.

[Operator]

[Operator Instructions] There are no further questions.

[Pontus Bodelsson, CEO & President]

Okay. Thank you very much for listening and for the questions. So we will disclose our Q1 report on the 10th of May, and we hope to hear from you then, if not earlier. Thank you very much for today. Thanks.

[Operator]

Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you all for your participation. You may now disconnect.