ProSoft Technology specializes in the development of communication solutions compatible with the large automation suppliers' controllers such as Rockwell Automation and Schneider Electric. The primary focus is to provide connectivity solutions that link dissimilar automation products.
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Latest ProSoft News
Aug 3, 2022
Alphen aan den Rijn, August 3, 2022 – Wolters Kluwer, a global leader in professional information, software solutions and services, today releases its half-year 2022 results. Highlights Recurring revenues (81% of total revenues) up 7% organically; non-recurring up 6% organically. Digital & services revenues (93% of total revenues) grew 8% organically. Expert solutions (56% of total revenues) grew 9% organically. Adjusted operating profit €734 million, up 10% in constant currencies. Adjusted operating profit margin up 130 basis points to 28.2%. Margin benefitted from operational gearing and favorable currency mix. Slower than expected ramp-up in spending and hiring. Diluted adjusted EPS €2.04, up 23% overall and up 11% in constant currencies. Adjusted free cash flow €497 million, down 4% in constant currencies. Cash conversion declined and tax paid increased, as expected. Balance sheet remains strong with net-debt-to-EBITDA of 1.3x. Interim dividend €0.63 per share, set at 40% of prior year total dividend. Share buyback program for 2022 increased to €1 billion of which €356 million completed to date. Guidance for 2022 increased. (See page 2). Half-Year Report of the Executive Board Nancy McKinstry, CEO and Chair of the Executive Board, commented: “The first half of the year saw strong, better-than-anticipated organic growth which, along with currency movements, benefitted our margins. Growth in expert solutions and strong customer retention was delivered across all divisions. We have upgraded our outlook for the full year and are confident we are well-positioned to address the challenges associated with growing economic and geopolitical headwinds.” Key Figures – Six months ended June 30 € million (unless otherwise stated) ∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth. Benchmark figures are performance measures used by management. ROIC is based on twelve-months rolling figures. See Note 4 for a reconciliation from IFRS to benchmark figures. Full-Year 2022 Outlook We are increasing our guidance for adjusted operating profit margin and ROIC in reporting currency and for adjusted EPS growth in constant currencies. We reaffirm our outlook for adjusted free cash flow in constant currencies. While first half organic growth was better than expected, we expect organic momentum to slow in the remainder of the year, largely due to challenging comparables. We expect second half margins to reflect increased hiring and investments. Growth in diluted adjusted EPS will be dampened by a return to our historical tax rate. Revenues from Russia, Belarus, and Ukraine (mainly in Governance, Risk & Compliance) represented less than 0.5% of group revenues in 2021 and HY 2022. Full-Year 2022 Outlook €3.38 *Guidance for adjusted operating profit margin and ROIC is in reporting currency and assumes an average EUR/USD rate in 2022 of €/$1.07. Guidance for adjusted free cash flow and diluted adjusted EPS is in constant currencies (€/$ 1.18). Guidance reflects share repurchases of €1 billion in 2022. If current exchange rates persist, the U.S. dollar rate will have a positive effect on 2022 results reported in euros. In 2021, Wolters Kluwer generated more than 60% of its revenues and adjusted operating profit in North America. As a rule of thumb, based on our 2021 currency profile, each 1 U.S. cent move in the average €/$ exchange rate for the year causes an opposite change of approximately 2 euro cents in diluted adjusted EPS1. Also, if current rates persist, we expect to incur a (non-cash) foreign exchange loss on intercompany balances at year-end. We include restructuring costs in adjusted operating profit. We currently expect that restructuring costs will increase to within our normal range of €10-€15 million (FY 2021: €6 million). Due to higher interest rates on cash balances, we now expect adjusted net financing costs2 in constant currencies to be approximately €55 million. We expect the benchmark tax rate on adjusted pre-tax profits to be in the range of 23.0%-24.0% (FY 2021: 21.5%). Capital expenditure is expected to increase but to remain within our normal range of 5.0%-6.0% of total revenues (FY 2021: 5.0%). We continue to expect the full-year cash conversion ratio to be in the range of 100%-105% (FY 2021: 112%). Our guidance assumes no additional significant change to the scope of operations. We may make further acquisitions or disposals which can be dilutive to margins, earnings, and ROIC in the near term. 2022 Outlook by Division Health: we continue to expect organic growth to slow from 2021 levels (mainly due to the absence of a contract win of the size of the 2021 ASCO deal) and the adjusted operating profit margin to improve. Tax & Accounting: we expect organic growth to accelerate from 2021 levels and the adjusted operating profit margin to improve. Governance, Risk & Compliance: we continue to expect organic growth to slow from 2021 levels, mainly due to an expected decline in transactional revenues in the second half. We expect the adjusted operating profit margin to improve for the full year. Legal & Regulatory: we now expect organic growth to improve on 2021 levels. We expect the adjusted operating profit margin to decline modestly for the full year due to the absence of a one-off pension amendment recorded in 2021. Our Mission, Business Model and Strategy Our mission is to empower our professional customers with the information, software solutions, and services they need to make critical decisions, achieve successful outcomes, and save time. We support professionals across four main customer segments: health; tax & accounting; governance, risk & compliance; and legal & regulatory. Every day, our customers face the challenge of increasing proliferation and complexity of information and the pressure to deliver better outcomes at a lower cost. Many of our customers are looking for mobility, flexibility, intuitive interfaces, and integrated open architecture technology to support their decision-making. We aim to solve their problems and add value to their workflow with our range of digital solutions and services, which we continuously evolve to meet their changing needs. Our expert solutions combine deep domain knowledge with technology to deliver both content and workflow automation to drive improved outcomes and productivity for our customers. Expert solutions, which include our software products and certain advanced information solutions, accounted for 56% of total revenues in the first half of 2022 (FY 2021: 55%) and grew 9% organically. Software revenues accounted for 44% of total revenues (FY 2021: 42%) and grew 9% organically, with cloud software revenues up 20% organically. Based on revenues, our largest expert solutions by division are: Health: global clinical decision support tool UpToDate; clinical drug databases Medi-Span and Lexicomp; and Lippincott nursing solutions for practice and learning. Tax & Accounting: global corporate performance solution CCH Tagetik; global corporate internal audit platform TeamMate; professional tax and accounting software, including CCH Axcess and CCH ProSystem fx in North America and similar software for professionals across Europe. Governance, Risk & Compliance: finance, risk, and regulatory reporting suite OneSumX; banking compliance solutions ComplianceOne, Expere, eOriginal, and Gainskeeper; and enterprise legal management software Passport and TyMetrix. Legal & Regulatory: global EHS/ORM3 suite Enablon; legal workflow solutions Kleos and Legisway; and other software tools for European legal professionals. Our business model is primarily based on subscriptions, software maintenance, and other recurring revenues (80% of total revenues in FY 2021 and 81% in HY 2021), augmented by implementation services and license fees as well as volume-based transactional or other non-recurring revenues. Renewal rates for our recurring digital information, software, and service revenues are high and are one of the key indicators by which we measure our success. Product innovation is a key driver of growth. More than half of our operating costs relate to our employees, who create, develop, maintain, sell, implement, and support our solutions on behalf of our customers. Our technology architecture is increasingly based on globally scalable platforms that use standardized components. An increasing proportion of our solutions is built cloud-first. Many of our solutions incorporate advanced technologies such as artificial intelligence, natural language processing, robotic process automation, and predictive analytics. Our development teams use customer-centric, contextual design and develop solutions based on the scaled agile framework. Our solutions are sold by our own sales teams or through selected distribution partners. Strategic priorities 2022-2024 At the start of this year, we rolled out our new three-year strategic plan, which has three strategic priorities: Accelerate Expert Solutions: we intend to focus our investments on cloud-based expert solutions while continuing to transform selected digital information products into expert solutions. We will invest to enrich the customer experience of our products by leveraging advanced data analytics. Expand Our Reach: we will seek to extend organically into high-growth adjacencies along our customer workflows and adapt our existing products for new customer segments. We plan to further develop partnerships and ecosystems for our key software platforms. Evolve Core Capabilities: we intend to enhance our central functions to drive excellence and scale economies, mainly in sales and marketing (go-to-market) and in technology. We plan to advance our environmental, social, and governance (ESG) performance and capabilities and to continue investing in diverse and engaged talent to support innovation and growth. We expect this strategy to support good organic growth and improved margins and returns over the coming three years. While the strategy remains centered on organic growth, we may make selected acquisitions and non-core disposals to enhance our value and market positions. Acquisitions must fit our strategy, strengthen or extend our existing business, be accretive to diluted adjusted EPS in their first full year and, when integrated, deliver a return on invested capital above our weighted average cost of capital (8%) within three to five years. We expect that group-wide product development spend will remain at approximately 10% of total revenues in the next three years. Our strategy aims to achieve high levels of customer satisfaction and an engaged, talented, and diverse workforce, to maintain strong corporate governance and secure systems, and to drive efficient operations that meet environmentally-sound practices. Two key strategic ESG goals for the coming three years are to drive an improvement in our belonging score4 and to start aligning our reporting with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). Financial Policy, Capital Allocation, Net Debt, and Liquidity Wolters Kluwer uses its free cash flow to invest in the business organically and through acquisitions, to maintain optimal leverage, and to provide returns to shareholders. We regularly assess our financial position and evaluate the appropriate level of debt in view of our expectations for cash flow, investment plans, interest rates, and capital market conditions. While we may temporarily deviate from our leverage target, we continue to believe that, in the longer run, a net-debt-to-EBITDA ratio of around 2.5x remains appropriate for our business given the high proportion of recurring revenues and resilient cash flows. Dividend Policy and Interim Dividend 2022 Wolters Kluwer remains committed to a progressive dividend policy, under which we aim to increase the dividend per share in euros each year, independent of currency fluctuations. The payout ratio5 can vary from year to year. Proposed annual increases in the dividend per share take into account our ﬁnancial performance, market conditions, and our need for ﬁnancial ﬂexibility. The policy takes into consideration the characteristics of our business, our expectations for future cash ﬂows, and our plans for organic investment in innovation and productivity, or for acquisitions. We balance these factors with the objective of maintaining a strong balance sheet. As announced on February 23, 2022, the interim dividend for 2022 was set at 40% of the prior year total dividend. This results in an interim dividend of €0.63 per share, to be distributed on September 22, 2022, to holders of ordinary shares, or September 29, 2022, to holders of Wolters Kluwer ADRs. Shareholders can choose to reinvest both interim and ﬁnal dividends by purchasing additional Wolters Kluwer shares through the Dividend Reinvestment Plan (DRIP) administered by ABN AMRO Bank N.V. Share Buyback 2022 Expanded As a matter of policy since 2012, Wolters Kluwer will offset the dilution caused by our annual incentive share issuance with share repurchases (Anti-Dilution Policy). In addition, from time to time when appropriate, we return capital to shareholders through share buyback programs. Shares repurchased by the company are added to and held as treasury shares and are either cancelled or utilized to meet future obligations arising from share-based incentive plans. On February 23, 2022, we announced our intention to repurchase shares for up to €600 million during 2022. Today, we are announcing an increase in this program to €1 billion. Assuming global economic conditions do not deteriorate substantially, we believe this level of share buybacks leaves us with ample headroom to support our dividend plans, to sustain organic investment, and to make selective acquisitions. The share repurchases may be suspended, discontinued, or modified at any time. In the year to date, through August 2, 2022, we have repurchased €356 million in shares (3.8 million shares at an average price of €92.89). Included in these amounts was a block trade of 522,954 shares purchased for €46.1 million on February 24, 2022, to offset the issuance of incentive shares. See Note 10 for further information on issued share capital. For the period starting August 4, 2022, up to and including October 31, 2022, we have mandated third parties to execute €400 million in share buybacks on our behalf while for the period starting November 3, 2022, up to and including December 28, 2022, we have mandated another third party to execute €244 million in share buybacks on our behalf, within the limits of relevant laws and regulations (in particular Regulation (EU) 596/2014) and the company’s Articles of Association. The maximum number of shares which may be acquired will not exceed the authorization granted by the General Meeting of Shareholders. Repurchased shares are added to and held as treasury shares and will be used for capital reduction purposes or to meet future obligations arising from share-based incentive plans. Share Cancellation 2022 At the 2022 Annual General Meeting of April 21, 2022, shareholders approved a resolution to cancel for capital reduction purposes any or all ordinary shares held in treasury or to be acquired by the company, up to a maximum of 10% of issued share capital. As of August 2, 2022, Wolters Kluwer held 7.5 million shares in treasury. As authorized by shareholders, the Executive Board has determined the number of ordinary shares to be cancelled this year is 5.0 million. Wolters Kluwer intends to cancel these shares in the second half of 2022. The remaining treasury shares will be retained in order to meet future obligations under share-based incentive plans. Net Debt, Leverage, Sustainability-Linked Credit Facility, and Liquidity Position Net debt on June 30, 2022, was €2,203 million, compared to €2,131 million on December 31, 2021. The net-debt-to-EBITDA ratio was 1.3x (FY 2021: 1.4x; HY 2021: 1.7x). Our multi-currency credit facility remains fully undrawn. Effective July 2022, we agreed to the final one-year extension of this €600 million multi-currency credit facility, such that the facility will now mature in 2025. The facility is sustainability-linked, with pricing tied to four ESG key performance indicators. Our liquidity position remains strong with, as of June 30, 2022, net cash available of €1,019 million6, partly offset by outstanding Euro Commercial Paper (ECP) of €100 million. Half-Year 2022 Results Benchmark Figures Group revenues were €2,600 million, up 14% overall benefitting from the appreciation of the U.S. dollar against the euro. Excluding the effect of exchange rate movements, revenues increased 7% in constant currencies. Excluding also the net effect of acquisitions and divestments, organic revenue growth was 7% (HY 2021: 5%). Revenues from North America accounted for 64% of total group revenues and grew 7% organically (HY 2021: 5%). Revenues from Europe, 29% of total revenues, grew 6% organically (HY 2021: 5%). Revenues from Asia Pacific and Rest of World, 7% of total revenues, grew 11% organically (HY 2021: 3%). Adjusted operating profit was €734 million (HY 2021: €613 million), an increase of 10% in constant currencies. The adjusted operating profit margin increased 130 basis points to 28.2% (HY 2021: 26.9%). The increase in adjusted operating profit margin mainly reflects strong operational gearing and favorable currency mix. Margins were higher than expected due to a slower than expected post-COVID ramp-up in spending (such as travel) and hiring. Product development (including CAPEX) increased to 10% of revenues (HY 2021: 9%). Included in adjusted operating profit were restructuring expenses of €3 million (HY 2021: €2 million). Adjusted net financing costs were stable at €42 million (HY 2021: €42 million). Included in adjusted net financing costs was a €13 million net foreign exchange loss (HY 2021: €11 million net foreign exchange loss) due to the translation of intercompany balances. Interest income on cash balances increased. Adjusted profit before tax was €692 million (HY 2021: €571 million), up 21% overall and up 11% in constant currencies. The benchmark tax rate on adjusted profit before tax increased to 23.8% (HY 2021: 23.5%), due to a change in our deferred tax position. Adjusted net profit was €527 million (HY 2021: €437 million), an increase of 21% overall and 10% in constant currencies. Diluted adjusted EPS was €2.04 (HY 2021: €1.66), up 23% overall and up 11% in constant currencies, reflecting the increase in adjusted net profit and a 1.7% reduction in the diluted weighted average number of shares outstanding to 258.2 million (HY 2021: 262.7 million). IFRS Reported Figures Reported operating profit increased 23% to €640 million (HY 2021: €519 million). The increase reflects the increase in adjusted operating profit and lower divestment-related losses, partly offset by an impairment of certain Health assets. Reported financing results amounted to a net cost of €43 million (HY 2021: €43 million cost). The reported effective tax rate decreased to 23.7% (HY 2021: 24.4%); the prior period reflected a divestment-related loss that was not tax-deductible. Net profit for the first half increased 26% overall to €455 million (HY 2021: €360 million) and diluted earnings per share increased 29% to €1.76 (HY 2021: €1.37). Cash Flow Adjusted operating cash flow was €703 million (HY 2021: €659 million), down 1% in constant currencies. The cash conversion ratio decreased to 96% (HY 2021: 108%) due to lower working capital inflows and higher capital expenditure compared to the prior period, as expected. Capital expenditures were €139 million (HY 2021: €107 million), representing 5.4% of revenues (HY 2021: 4.7%). Cash payments related to leases, including lease interest paid, were €39 million (HY 2021: €38 million). Depreciation of physical assets, amortization and impairment of internally developed software, and depreciation of right-of-use assets totaled €143 million (HY 2021: €137 million), broadly in line with the prior period. Net interest paid, excluding lease interest paid, was €42 million, broadly in line with the prior period (HY 2021: €44 million). Income tax paid increased to €175 million (HY 2021: €127 million), as expected. The net cash outflow related to restructuring was lower than a year ago at €4 million (HY 2021: outflow of €20 million). Consequently, adjusted free cash flow was €497 million (HY 2021: €476 million), up 4% overall but down 4% in constant currencies. Total acquisition spending, net of cash acquired and including transaction costs, was €71 million (HY 2021: €99 million), primarily relating to the acquisition of IDS in Governance, Risk & Compliance on April 8, 2022. Dividends paid to shareholders amounted to €264 million (HY 2021: €233 million), representing the final dividend of financial year 2021. Through June 30, 2022, cash deployed towards the 2022 share repurchase program totaled €302 million (HY 2021: €201 million). ESG7 Developments Advancing our ESG performance and capabilities is core to our strategy. We are focused on delivering high levels of customer satisfaction and innovative, impactful solutions and services; we are nurturing an engaged, talented, and diverse workforce; we are supporting strong ethics, compliance and governance, investing in highly secure systems, and striving to reduce our carbon footprint. In the first half of 2022, we made progress in several areas. We further expanded initiatives designed to attract and retain talent amid tightened global markets for technology and other skilled professionals. To drive recruitment, we expanded talent acquisition capabilities and invested in partnerships and tools to enlarge candidate sourcing, be more visible, and increase our diversity outreach. To support both recruitment and retention, we expanded our career development work and other initiatives designed to support continued high levels of employee engagement and improve belonging. In February 2022, we committed to aligning our practices and reporting to the recommendations of the Task Force on Climate-related Disclosures (TCFD) and to setting science-based targets. With regard to this commitment, we have this year made improvements to our existing procedures for scope 1 and scope 2 data collection in order to expand coverage and establish a more accurate baseline. With external advisors, we have developed a roadmap to implement the TCFD recommendations and have made progress on identifying and assessing material scope 3 emissions categories. In the meantime, we continue to drive forward existing programs that reduce our emissions: in the first half, our real estate rationalization program delivered a further 3% organic reduction in office footprint (m2) around the world, following a 7% organic reduction in 2021. Our cloud migration and on-premise server decommissioning program is making steady progress: as of June 30, 2022, the number of on-premise servers decommissioned this year exceeds 450 as we migrate customers and applications to more energy-efficient cloud infrastructure. Divisional Review Total recurring revenues, which include subscriptions and other renewing revenue streams, accounted for 81% of total revenues in HY 2022 (HY 2021: 81%) and grew 7% organically (HY 2021: 5%). Digital and service subscriptions grew 8% organically (HY 2021: 6%) while print subscriptions declined 8% organically (HY 2021: 4% decline). Among non-recurring revenue streams, print books posted 13% organic growth (HY 2021: 16%) with growth in Health and Tax & Accounting books outweighed by a decline in Legal & Regulatory books. GRC transactional revenues slowed modestly to 2% organic growth (HY 2021: 3%), with mixed trends. Other non-recurring revenues, mostly software licenses and related services, increased 8% organically (HY 2021: 3% growth). Revenues by Type – Six months ended June 30 € million (unless otherwise stated) ∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth. Wolters Kluwer Health revenues increased 6% in constant currencies and 6% organically (HY 2021: 8%). Adjusted operating profit increased 8% in constant currencies and 8% on an organic basis, mainly reflecting operational gearing and the mix shift towards Clinical Solutions. IFRS operating profit included a €20 million impairment on the acquired identifiable intangible assets of Learner’s Digest. Clinical Solutions (55% of divisional revenues) delivered 8% organic revenue growth (HY 2021: 6%). UpToDate (clinical decision support) and our drug information solutions posted high single-digit organic growth, supported by renewals and new customer wins. At UpToDate, the U.S. and international business continue to achieve similar organic growth rates. Emmi, our patient engagement solution, achieved high single-digit organic revenue growth driven by new customer wins and upselling. Revenues in surveillance and compliance software and medical terminology solutions were soft on an underlying basis. Health Learning, Research & Practice (45% of divisional revenues) posted 4% organic revenue growth despite a challenging comparable (HY 2021: 11%). Print book revenues were better than expected, up 42% organically, driven by a combination of restocking by and favorable timing of orders from book distributors (HY 2021: 41% increase). We expect print book trends to decline in the second half. Ovid, our online medical research platform, achieved good organic growth driven by subscription renewals globally. The recently launched Ovid Synthesis Clinical Evidence Manager, which helps improve patient outcomes, has generated good interest in the hospital market. Digital learning solutions for nursing schools and students, such as Lippincott CoursePoint+, performed well against a challenging comparable. Revenues from our continuing medical education solutions for physicians (Learner’s Digest) declined further. Tax & Accounting ∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth. Wolters Kluwer Tax & Accounting revenues increased 9% in constant currencies. The impact of the deconsolidation of ProSoft (Brazil) on June 1, 2021, was offset by the impact of the acquisition of Vanguard Software on May 14, 2021, and a small product transfer8. Organic revenue growth was 9% (HY 2021: 6%). Adjusted operating profit rose 10% in constant currencies, as strong operational gearing more than offset increased investment. IFRS operating profit increased 35%, reflecting the absence of last year’s divestment-related loss on the ProSoft transaction. Corporate Performance9 (15% of divisional revenues) grew 9% organically (HY 2021: 11%), led by CCH Tagetik, our global performance management platform. CCH Tagetik sustained double-digit organic growth, driven by subscription revenues for the cloud version and by implementation services. The integration of Vanguard with CCH Tagetik is progressing well. Our U.S. Corporate Tax unit (including SureTax) has been brought together with CCH Tagetik and Vanguard to develop synergies in the North American market. North America Professional Tax & Accounting9 (53% of divisional revenues) recorded organic growth of 10% (HY 2021: 5%) benefitting from a few timing and non-recurring factors: higher than expected transactional fee revenue during the U.S. tax filing season, a surge in demand for outsourced professional services, and early print book orders. CCH Axcess, our cloud-based platform for U.S. professional firms, enjoyed accelerated growth in subscription revenues driven by renewals, new sales, and strong uptake of its Document, Practice, and Workstream modules. The audit solution, Engagement, also performed strongly. Our U.S. publishing unit recorded 7% organic growth with print books up 15%. TeamMate posted single-digit organic growth and is being aligned with our external audit solutions. Europe Professional Tax & Accounting8 (27% of divisional revenues) posted 6% organic growth (HY 2021: 5%) with strong performances across all countries. Recurring software maintenance and cloud subscription revenues sustained robust organic growth. The European business continues to invest in building cloud and hybrid-cloud solutions to support European tax advisors and their clients. Asia Pacific & Rest of World Professional Tax & Accounting (5% of divisional revenues) revenues were up 6% organically with by double-digit organic growth in China partly offset by weakness in other parts of Asia Pacific. Governance, Risk & Compliance ∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth. Wolters Kluwer Governance, Risk & Compliance (GRC) revenues increased 7% in constant currencies, including the acquisitions of LicenseLogix on October 29, 2021, and IDS on April 8, 2022. Organic growth was 6% (HY 2021: 2%). The adjusted operating profit margin was broadly stable, with strong operational gearing offset by increased investment and the absence of last year’s revenues and margin related to the PPP10. IFRS operating profit rose 19% largely reflecting the increase in adjusted operating profit. Legal Services (56% of divisional revenues) posted 6% organic growth (HY 2021: 9%). CT Corporation recorded good but slower organic growth, with transactional volumes facing a challenging comparable. CT’s recurring service subscriptions saw an improvement in organic growth. The integration of LicenseLogix, provider of business licenses and permitting services, is on track. Enterprise Legal Management (ELM) recorded significantly improved organic growth driven by growth in services and higher transactional volumes. Financial Services (44% of divisional revenues) achieved 7% organic growth (HY 2021: decline of 6%). Compliance Solutions, which provides lending software and services to banks, posted 4% organic growth, as strong organic growth in eOriginal subscription revenues was partly offset by an expected decline in transaction revenues due to the completion of the PPP program and slower growth in mortgage volumes. The integration of recently acquired IDS is underway and on track. Lien Solutions, now part of Compliance Solutions, posted 19% organic revenue growth driven by a recovery in UCC search and filing volumes and continued strong growth in motor vehicle title and registration services. Finance, Risk & Reporting, which provides regulatory reporting and risk solutions to banks, posted robust organic growth, compared to a modest decline a year ago, driven by professional services and new sales. Finance, Risk & Reporting suspended business in Russia and Belarus. These countries represented less than 0.5% of group revenues in 2021 and HY 2022. Legal & Regulatory ∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth. Legal & Regulatory revenues increased 3% in constant currencies, including the effect of the disposal of the U.S. legal education business on December 1, 2021. On an organic basis, revenues grew 6% (HY 2021: 4%). Adjusted operating profit increased 27% in constant currencies, due to operational gearing and underlying cost savings. Reported IFRS operating profit increased 36%, reflecting the increase in adjusted operating profit, partly offset by a slight increase in amortization of acquired identifiable intangible assets. EHS/ORM & Legal Software (21% of divisional revenues) organic growth was 20% (HY 2021: 4%), led by Enablon in environmental, health & safety and operational risk management (EHS/ORM). Enablon recorded double-digit organic growth driven by higher on-premise software license and implementation fees and continued strong growth in cloud-based recurring revenues. Legal Software tools, mainly Kleos and Legisway, delivered steady double-digit organic growth. On June 28, 2022, we acquired Level Programs, a provider of legal practice management software in Spain. Legal & Regulatory Information Solutions (79% of divisional revenues) saw revenues decline 1% in constant currencies due to the impact of the disposal of U.S. legal education business on December 1, 2021. On an organic basis, Information Solutions recorded 3% growth (HY 2021: 4%), with digital products up 7% (HY 2021: 6%). Trends in print revenues returned to historical rates of decline. Corporate Net corporate expenses increased 8% in constant currencies and 8% on an organic basis, largely due to increased spending on third party services relating to market research and various projects. Corporate – Six months ended June 30 € million (unless otherwise stated) Risk Management In our 2021 Annual Report, the company described certain risk categories that could have a material adverse effect on its operations and financial position. Those risk categories are deemed to be incorporated and repeated in this report by reference. In the company’s view, the nature and potential impact of these risk categories on the business are not materially different for the second half of 2022. Statement by the Executive Board The Executive Board is responsible for the preparation of the 2022 Half-Year Report, which includes the Interim Report of the Executive Board and the condensed consolidated interim financial statements for the six months ended June 30, 2022. The condensed consolidated interim financial statements for the six months ended June 30, 2022, are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The responsibility of the Executive Board includes selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. The Interim Report of the Executive Board endeavors to present a fair review of the situation of the business at the balance sheet date and of the state of affairs in the half-year under review. Such an overview contains a selection of some of the main developments in the first six months of the financial year and can never be exhaustive. This Interim Report also contains the current expectations of the Executive Board for the second half of the financial year. With respect to these expectations, reference is made to the disclaimer about forward-looking statements on page 35 of this half-year report. As required by provision 5:25d (2)(c) of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and on the basis of the foregoing, the Executive Board confirms that to its knowledge: The condensed consolidated interim financial statements for the six months ended June 30, 2022, give a true and fair view of the assets, liabilities, financial position, and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and The Interim Report of the Executive Board includes a fair overview of the situation at the balance sheet date, the course of affairs during the first six months of the financial year of the company and the undertakings included in the consolidation taken as a whole, and the reasonably to be expected course of affairs for the second half of 2022 as well as an indication of important events that have occurred during the six months ended June 30, 2022, and their impact on the condensed consolidated interim financial statements, together with a description of the principal risks and uncertainties for the second half of 2022, and also includes the major related parties transactions entered into during the six months ended June 30, 2022. Alphen aan den Rijn, August 2, 2022 Executive Board K. B. Entricken, CFO and Member of the Executive Board The content of this Half-Year Report has not been audited or reviewed by an independent external auditor. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Unaudited Condensed Consolidated Interim Financial Statements for the six months ended June 30, 2022, and 2021 Unaudited Condensed Consolidated Interim Statement of Profit or Loss Unaudited Condensed Consolidated Interim Statement of Comprehensive Income Unaudited Condensed Consolidated Interim Statement of Cash Flows Unaudited Condensed Consolidated Interim Statement of Financial Position Unaudited Condensed Consolidated Interim Statement of the Changes in Total Equity Notes to the Unaudited Condensed Consolidated Interim Financial Statements Unaudited Condensed Consolidated Interim Statement of Profit or Loss (in millions of euros, unless otherwise stated) Note Note 1 Reporting entity Wolters Kluwer N.V. (the company) with its subsidiaries (together referred to as 'the group', and individually as ‘group entities’) is a global provider of professional information, software solutions, and services for clinicians, nurses, accountants, lawyers, and tax, finance, audit, risk, compliance, and regulatory sectors. Our expert solutions combine deep domain knowledge with technology to deliver both content and workflow automation to drive improved outcomes and productivity for our customers. These unaudited condensed consolidated interim financial statements (interim financial statements) for the six months ended June 30, 2022, comprise the group and the group’s interests in associates. Note 2 Basis of preparation Statement of compliance These interim financial statements have been prepared in accordance with International Accounting Standards (IAS) 34 Interim Financial Reporting, as adopted by the European Union. As such, the financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to get an understanding of the changes in the group’s financial position and performance since the last annual consolidated financial statements for the year ended December 31, 2021. The interim financial statements for the six months period ended June 30, 2022, have been abridged from Wolters Kluwer’s 2021 Financial Statements as part of the 2021 Annual Report. These interim financial statements have not been audited or reviewed by the external auditor. The interim financial statements were authorized for issue by the Executive Board and Supervisory Board on August 2, 2022. Accounting policies The accounting policies applied in these interim financial statements are the same as those applied in the 2021 Financial Statements, apart from the effect of the following new accounting standards and amendments which became effective as of January 1, 2022: References to the Conceptual Framework (Amendments to IFRS 3); Property, Plant, and Equipment – Proceeds before intended use (Amendments to IAS 16); and Onerous contracts – Cost of Fulfilling a Contract (Amendments to IAS 37). These amendments did not have any impact on the amounts recognized in the current or prior periods and are not expected to significantly affect future periods. Effect of forthcoming accounting standards A number of new standards and amendments are not yet effective for the year ending December 31, 2022, and have not been early adopted in these interim financial statements. The group expects no significant changes as a result of these new standards and amendments. Functional and presentation currency The interim financial statements are presented in euros, which is the company’s functional and presentation currency. Unless otherwise indicated, the financial information in these interim financial statements is in euros and has been rounded to the nearest million. Exchange rates to the euro 2022 Judgments and estimates The preparation of the interim financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, and expense. In preparing these interim financial statements, the significant judgments made by management in applying the group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied to the 2021 Financial Statements (reference is made to Note 3 – Accounting Estimates and Judgments of the 2021 Financial Statements). The estimates and underlying assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not clear from other sources. Actual results may differ from those estimates and may result in material adjustments in the next financial period(s). Reference is also made to Note 30 - Financial Risk Management of the 2021 Financial Statements, which outlines Wolters Kluwer’s exposure to a variety of risks, including market risk, currency risk, interest rate risk, liquidity risk, and credit risk. These risks have not substantially changed since the issuance of our 2021 Annual Report. Impact of Russian-Ukrainian war In February 2022, global geopolitical tension began to worsen following the start of the Russian-Ukrainian war. The repercussions on the global macroeconomic scenario, already characterized by difficulties in global supply chains and high inflation rates, are currently highly uncertain. It is likely that the war between Russia and Ukraine could have consequences on global economic activities and spending patterns in current and future periods. Some suppliers of Wolters Kluwer have operations in Ukraine, predominantly in technology support services. Wolters Kluwer has been working closely together with these suppliers to ensure a minimal impact on our products and services. Wolters Kluwer has been carefully considering the future of our customer relationships in Russia and Belarus, where we have a limited footprint, and, above all, what our actions would mean for people in the region. We have discontinued doing business in Russia and Belarus except for certain health products where there are compelling humanitarian reasons. Revenues generated in Russia, Belarus, and Ukraine represented less than 0.5% of group revenues in the first half of 2022 and in full year 2021. At June 30, 2022, trade receivables regarding customers based in Russia, Belarus, and Ukraine were neglectable. The Russian-Ukrainian war did not result in an impairment trigger on the group’s non-current assets. Note 3 Seasonality The overall impact of seasonality on group revenues and costs is limited. Revenue recognition does not always follow the pattern of cash flows as the revenues for certain license contracts are deferred. Note 4 Benchmark Figures Wherever used in these interim financial statements, the term ‘adjusted’ refers to figures adjusted for non-benchmark items and, where applicable, amortization and impairment of goodwill and acquired identifiable intangible assets. Adjusted figures are non-IFRS compliant financial figures, but are internally regarded as key performance indicators to measure the underlying performance of the business. These figures are presented as additional information and do not replace the information in the consolidated interim statement of profit or loss and in the consolidated interim statement of cash flows. The term ‘adjusted’ is not a defined term under IFRS. Reconciliation of benchmark figures Acquisitions Total acquisition spending in the first half of 2022, net of cash acquired, was €69 million (HY 2021: €96 million). On April 8, 2022, Wolters Kluwer Governance, Risk & Compliance completed the acquisition of 100% of the shares of International Document Services, Inc. (IDS), a leading U.S. provider of compliance and document generation software solutions for the mortgage and real estate industry, for €64 million in cash. The transaction had no deferred and contingent considerations. IDS serves over 450 clients, including U.S. mortgage lenders, banks and law firms. IDS’s services include initial disclosures, electronic signatures, closing documents, and document fulfillment. The IDS flagship document preparation solution, idsDoc, is a cloud-based platform that is recognized across the industry for its superior capabilities, customer service, and integrations with many of the leading loan origination systems and eClosing platforms. Revenues are based on transactional pricing linked to mortgage volumes. IDS is headquartered in Draper, Utah, and employs approximately 75 employees. The fair values of the identifiable assets and liabilities of IDS, as reported at June 30, 2022, are provisional. On June 28, 2022, Wolters Kluwer Legal & Regulatory completed the acquisition of 100% of the shares of Level Programs S.L. (Level Programs), a provider of legal practice management software in Spain, for €5 million in cash and deferred consideration of €1 million. Level Program’s principal product is Kmaleon, which is a platform used by mid-sized law firms in Spain to efficiently manage their cases and documents, billing, accounting, and time control. Level Programs is headquartered in Terrassa and employs approximately 25 employees. The fair values of the identifiable assets and liabilities of Level Programs, as reported at June 30, 2022, are provisional. In addition, other smaller acquisitions were completed, with a combined total consideration of €1 million. In the first half of 2022, acquisition-related costs were €2 million (HY 2021: €3 million). The acquisition spending in first half of 2021 was €96 million and included the acquisition of Vanguard Software Corporation and a few smaller acquisitions. Acquisition-related results 69 96 The fair value of the identifiable assets and liabilities will be revised if new information, obtained within one year from the acquisition date, about facts and circumstances that existed at the acquisition date, causes adjustments to the above amounts, or for any additional provisions that existed at the acquisition date. The goodwill relating to the 2022 acquisitions represents future economic beneﬁts speciﬁc to the group arising from assets that do not qualify for separate recognition as intangible assets. This includes expected new customers who generate revenue streams in the future, revenues generated because of new capabilities of the acquired product platforms, as well as expected synergies that will arise following the acquisitions. Of the goodwill recognized in 2022, none was deductible for income tax purposes (HY 2021: €70 million). Divestments Net disposal proceeds amounted to €(1) million in the first half of 2022 (HY 2021: €1 million) and included a working capital settlement paid to the buyer of Legal Education, which was divested in 2021. In the first half of 2021, net disposal proceeds amounted to €1 million and included a deferred divestment consideration received. In addition, certain Prosoft assets in Brazil were combined with those of Alterdata Tecnologia em Informática Ltda in exchange for an 11.8% non-controlling interest in the combined entity. Divestment-related results Note 8 Assets/Liabilities Classified as Held for Sale On December 9, 2021, Wolters Kluwer Legal & Regulatory announced that it has entered into exclusive discussions to sell its legal information businesses in France and Spain following receipt of a binding offer from Karnov Group. Signing of a final agreement is conditional upon completion of the consultation with the European and French works councils. Completion of the transaction would be conditional upon antitrust approval in Spain and is expected in the second half of 2022. The French and Spanish legal information units to be sold employ approximately 600 FTEs. Net assets classified as held for sale (in millions of euros) Effective July 2022, the group exercised the option to extend its €600 million multi-currency credit facility from July 2024 to July 2025. Note 10 Equity, LTIP, and Dividends The group made progress on the 2022 share buyback program of up to €600 million which was announced on February 23, 2022. In 2022, up to and including August 2, 2021, the group has completed repurchases of €356 million (3.8 million ordinary shares at an average share price of €92.89). This 2022 buyback program has now been expanded to €1 billion. For the period starting August 4, 2022, up to and including October 31, 2022, we have mandated third parties to execute €400 million in share buybacks on our behalf while for the period starting November 3, 2022, up to and including December 28, 2022, we have mandated another third party to execute €244 million in share buybacks on our behalf, within the limits of relevant laws and regulations (in particular Regulation (EU) 596/2014) and the company’s Articles of Association. The maximum number of shares which may be acquired will not exceed the authorization granted by the General Meeting of Shareholders. Shares repurchased are added to and held as treasury shares and will be used for capital reduction purposes and to meet obligations arising from share-based incentive plans. A total of 1.2 million shares were repurchased to offset the dilution caused by our annual incentive share issuance. In the first six months of 2022, treasury shares were used for the vesting of Long-Term Incentive Plan (LTIP) shares; no new shares were issued. The LTIP 2019-21 vested on December 31, 2021. Total Shareholder Return (TSR) ranked fourth relative to the peer group of 15 companies, resulting in a pay-out of 125% of the conditional base number of shares awarded to the Executive Board and Senior Management. The EPS-condition based shares resulted in a pay-out of 150%. A total of 649,774 shares were released on February 24, 2022. Under the 2022-24 LTIP grant, 297,358 shares were conditionally awarded to the Executive Board and other senior managers in the first six months of 2022. In the first six months of 2022, a total of 15,392 shares were forfeited under the long-term incentive plans. A final dividend of €1.03 per share was approved at the Annual General Meeting of Shareholders in April 2022 and was paid in the second quarter. The final dividend brings the total dividend over the 2021 financial year to €1.57 per share, an increase of 15% compared to the 2020 dividend. The 2021 dividend of €1.57 per share amounting to €404 million (2020 dividend: €356 million) was fully distributed in cash. This 2021 dividend was paid in two parts, an interim dividend of €140 million in the second half of 2021 and a final dividend of €264 million in the first half of 2022. For 2022, the interim dividend will be set at 40% of the prior year’s total dividend, equivalent to €0.63 per share. At June 30, 2022, the Executive Board jointly held 412,167 shares (December 31, 2021: 412,167 shares), of which 372,131 shares (December 31, 2021: 372,131 shares) were held by Ms. McKinstry and 40,036 shares (December 31, 2021: 40,036 shares) by Mr. Entricken. At June 30, 2022, Mrs. A.E. Ziegler, held 1,894 Wolters Kluwer ADRs (December 31, 2021: 1,894 Wolters Kluwer ADRs). None of the other members of the Supervisory Board held shares in Wolters Kluwer (December 31, 2021: none of the other members of the Supervisory Board held shares). Note 11 Related Party Transactions There were no major related party transactions entered into during the six months period ended June 30, 2022. Note 12 Events after Balance Sheet date Subsequent events were evaluated up to August 2, 2022, which is the date the condensed consolidated interim financial statements were authorized for issue by the Executive Board and Supervisory Board. No subsequent events were identified. Appendix 1 Divisional Supplemental Information – Six months ended June 30 +7% ∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth. Note: Other non-recurring revenues include license & implementation fees. About Wolters Kluwer Wolters Kluwer (EURONEXT: WKL) is a global leader in professional information, software solutions, and services for the healthcare; tax and accounting; governance, risk and compliance; and legal and regulatory sectors. We help our customers make critical decisions every day by providing expert solutions that combine deep domain knowledge with technology and services. Wolters Kluwer reported 2021 annual revenues of €4.8 billion. The group serves customers in over 180 countries, maintains operations in over 40 countries, and employs approximately 20,000 people worldwide. The company is headquartered in Alphen aan den Rijn, the Netherlands. Wolters Kluwer shares are listed on Euronext Amsterdam (WKL) and are included in the AEX and Euronext 100 indices. Wolters Kluwer has a sponsored Level 1 American Depositary Receipt (ADR) program. The ADRs are traded on the over-the-counter market in the U.S. (WTKWY). Financial Calendar August 31, 2022 Record date: 2022 interim dividend September 22, 2022 Payment date: 2022 interim dividend September 29, 2022 Payment date: 2022 interim dividend ADRs November 2, 2022 Nine-Month 2022 Trading Update February 22, 2023 Full-Year 2022 Results March 8, 2023 Publication of 2022 Annual Report and ESG Data Overview Media Investors/Analysts Global Branding & Communications Investor Relations t + 31 (0)172 641 230 t + 31 (0)172 641 407 email@example.com firstname.lastname@example.org Forward-looking Statements and Other Important Legal Information This report contains forward-looking statements. These statements may be identified by words such as “expect”, “should”, “could”, “shall” and similar expressions. Wolters Kluwer cautions that such forward-looking statements are qualified by certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors which could cause actual results to differ from these forward-looking statements may include, without limitation, general economic conditions; conditions in the markets in which Wolters Kluwer is engaged; conditions created by global pandemics, such as COVID-19; behavior of customers, suppliers, and competitors; technological developments; the implementation and execution of new ICT systems or outsourcing; and legal, tax, and regulatory rules affecting Wolters Kluwer’s businesses, as well as risks related to mergers, acquisitions, and divestments. In addition, financial risks such as currency movements, interest rate fluctuations, liquidity, and credit risks could influence future results. The foregoing list of factors should not be construed as exhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Elements of this press release contain or may contain inside information about Wolters Kluwer within the meaning of Article 7(1) of the Market Abuse Regulation (596/2014/EU). Trademarks referenced are owned by Wolters Kluwer N.V. and its subsidiaries and may be registered in various countries. 1 This rule of thumb excludes the impact of exchange rate movements on intercompany balances, which is accounted for in adjusted net financing costs in reported currencies and determined based on period-end spot rates and balances. 2 Adjusted net financing costs include lease interest charges. Guidance for adjusted net financing costs in constant currencies excludes the impact of exchange rate movements on currency hedging and intercompany balances. 3 EHS/ORM = environmental, health and safety and operational risk management. 4 Belonging measures the extent to which employees believe they can bring their authentic selves to work and be accepted for who they are. Belonging and engagement scores are currently measured by a third party (Microsoft GLINT). 5 Dividend payout ratio: dividend per share divided by adjusted earnings per share. 6 Net cash available consists of cash and cash equivalents of €1,098 million less overdrafts used for cash management purposes of €79 million. 7 ESG = environmental, social and governance. 8 A Netherlands tax software product was transferred from the Legal & Regulatory division into Europe Professional Tax & Accounting. Organic growth stated is pro forma for the new organization. 9 Renamed from Corporate Performance Solutions. As per January 1, 2022, TeamMate (internal audit solution) was transferred from Corporate Performance into North America Professional Tax & Accounting while our U.S. Corporate Tax unit was transferred into Corporate Performance from North America Professional Tax & Accounting. Organic growth rates stated are pro forma for the new organization. The HY 2022 organic growth rates under the previous reporting structure would have been 10% for Corporate Performance Solutions and 10% for North America Professional Tax & Accounting. 10 PPP = Paycheck Protection Program, a program of the U.S. Small Business Association (SBA)
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