Wolters Kluwer N.V.

Wolters Kluwer N.V.

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Q2 2013 · Earnings Call Transcript

Jul 31, 2013

APIChat

Executives

Nancy McKinstry – Chairman and CEO Kevin Entricken – CFO

Analysts

Hans Slob – Rabobank Andrea Beneventi – Kepler Margo Joris – KBC Securities Mark Braley – Deutsche Bank Sami Kassab – Exane BNP Paribas Pavel Govciyan – Natixis

Operator

Wolters Kluwer’s Half Year 2013 Results presentation. Thank you for joining us here in Amsterdam.

And thank you also to those of you who have (Audio Gap) dwelled in or have joined us on the live webcast. Today’s presentation contains forward-looking statements and of course we caution that actual results may differ materially from what’s contemplated in these statements.

Please refer to our Annual Report and also slide 2 for a list of the risks that would we apply. I will now give the word to our Chief Executive and Chairman of Wolters Kluwer, Nancy McKinstry.

Nancy McKinstry

Thank you (Meg). Good morning everybody.

Thanks very much for joining us for the presentation of Wolters Kluwer’s half year 2013 results. As per usual I will start with a brief summary of our results and then turn it over to Kevin Entricken our CFO to talk about out our financial results in more detail, then I’ll come back and give you and update on the progress we’re making against our strategy, talk a little bit about the outlook for 2013 and then of course have plenty of time for Q&A.

We are pleased with our half year 2013 results as despite some tough comparables and continued economic challenges in Europe we achieved positive organic growth of 1% in line with our strategy our electronic & service subscription revenue saw 4% organic growth. And our leading high growth position saw organic growth of 5% or better further extending our market positions in these keys areas.

Our first half year ordinary EBITDA margin declined slightly due to investments due to the impact of dilutive disposals as well as the timing of restructuring expenses. We expect that our improvement in the margin in the second half and we are confident in our ability to achieve our full year guidance.

So with that as a summary I’ll now turn it over to Kevin Entricken to talk about our results in more detail.

Kevin Entricken

Thank you Nancy. And welcome everyone.

I’m very pleased to be here to deliver our financial results for the first half of 2013. Let’s start with the highlights.

First half revenues were largely stable as compared to the prior year, this included a slightly negative effect from the weaker U.S. dollar.

However, in constant currencies revenue grew by 1%. Organic revenue growth was also 1% and this reflects a significant improvement in performance in the second quarter as compared to the first quarter.

Ordinary EBITDA was slightly down on a reported basis reflecting the weaker dollar but stable at constant currencies. Diluted ordinary earning per share of €0.66 was 1% off in constant currencies.

However, we are still on track to deliver low single digit growth in the EPS at constant currencies for the full year. Our free cash flow was steady at a €140 million.

Well this performance was impacted by the weaker dollar it represents growth of 1% in constant currencies. Our net debt to EBITDA ratio stands at 2.6 times for the half year.

This follows our cash dividend paid in the second quarter our medium term target remains at 2.5 times. Now let’s take a look at the results in detail and I’d like to begin by looking at revenue by division.

Underlying revenues in our Legal & Regulatory division eased by 1% this marks an improvement over the prior year 2% decline. Tax & Accounting delivered 1% organic growth, this also represents an improvement over the prior year partially aided by facing.

Within the Health division after a muted first quarter performance we achieved strong growth in the second quarter. This 4% organic growth for the half year was driven by our Clinical Solutions unit.

As we mentioned in February, we did expect to face tough comparables in the finance in Compliance Services division. Underlying revenues declined 3% largely driven by declines in transactional volumes and a challenging environment in Transport Services.

Geographically, we’re seeing the trends in revenue developed very similar to the way they developed last year. Our North American businesses are seeing 2% organic growth well we see 2% organic decline in Europe due to challenging economic conditions.

The Asia Pacific and the rest of the world revenues are growing 8% organically and this part of the world now represents 7% of our entire portfolio. With that let’s take a look at revenues by type.

Electronic Service & Subscription revenues are a top source of revenue growth contributing 54% of total revenue. Organic growth in these product areas was 4% for the half year.

Print subscriptions as we anticipated declined. Well underlying revenues dropped 6% it’s worth noting that we have seen a slight abatement in this rate of decline as compared to the prior year.

Other non-cyclical revenue products grew organically by 3%. This growth was fueled by our Health and Financial & Compliance Services divisions.

In total recurring revenues now represent over 75% of our entire portfolio and they grew 2% organically in the first half. Now, looking at our cyclical revenue streams.

Books revenue the majority of which are still print declined 8% organically. Print markets remain challenging however this performance also reflects our decisions to prove in some of the front list titles and timing of orders.

Corporate Legal Services transaction volumes grew organically at 8% despite volatile market conditions. Financial Services transaction revenue were treated from the prior year high as mentioned in this area we did anticipate tough comparables in the first half of the year.

Other cyclical revenues include advertising, training and Transport Service transactional revenues. Underlying revenue declined 8% in this area largely in our European markets.

With that let’s turn our attention to EBITDA. Our underlying EBITDA of €334 million was 1% off the prior period.

The EBITDA margin contracted modestly to 19.2%. As expected we saw contraction in the legal and regulatory EBITDA margin.

This reflects lower revenue the dilutive impact of disposals and investments we’ve made in higher growth rate areas. We continue to expect the legal and regulatory margin to contract for the full year.

The Tax & Accounting EBITDA margin improved modestly. EBITDA margins in all regions benefited from revenue facing.

For the full year we continue to expect the Tax & Accounting EBITDA margin to be broadly in line with the prior year. The Health EBITDA margin developed nicely.

The impact in profitable growth in Clinical Solutions was enough to outpace more challenging markets in book and print journals. Financial & Compliance Services division EBITDA declined.

Operational revenue gearing played a role here as did restructuring initiatives. In addition, we’ve made investments in new products and developments and in global expansion in this division.

We expect improvement both in organic growth and in EBITDA margin in the second half. Now let’s go on to ordinary income.

Ordinary net income of €197 million was modestly below the last year. Our ordinary net finance results was an expense of €61 million.

As a reminder this benchmark or ordinary figure excludes pension financing expenses. We do expect for the full year our ordinary net financing results to be broadly in line with the guidance we gave you in February of €130 million at constant currencies.

Our effective benchmark tax rate rose to 27.7% as compared to a year ago. The increase reflects a rising portion of our profits coming from higher tax rate jurisdictions namely the United States.

For the full year we continue to expect the effective benchmark tax rate to be in line with the last year. Ordinary net income and ordinary diluted earnings per share of €0.66 were down 1% in constant currencies.

The diluted weighted average number of shares was stable. Our share buybacks offset the dilution caused by our performance shares.

Now a few words on IFRS figures. Operating profit grew 15% to €285 million.

As you can see this was driven by a €50 million gain as a result of the disposal of Best Case Solutions. Additionally, amortization of intangibles increased to €93 million due to acquisitions.

Net finance results was €51 million, this result includes a €12 million of the sale of our minority stake in AccessData. The disposal gains help drive profit before-tax up 28% to €234 million.

Our reported net tax rate increased as the gain on these two divestitures were realized in a higher tax rate region. Profit for the period grew 37% to €164 million much reduced net loss on discontinued operations drove this result.

Discontinued operations currently is the remaining form of business which is currently advancing through the divestiture process. Diluted EPS increased 38% to €0.55 reflecting the impact of gains on divestments and the reduced loss on discontinued operation.

Let’s look at cash flow. Ordinary free cash flow was largely in line with the prior year at €140 million.

Let’s look at the components. Ordinary operating cash flow declined 8% to €282 million.

This reflects a cash conversion rate of 85% down from 92% a year ago. This was due to timing of payments and collections.

For the full year we continue to expect our cash conversion ratio to return to more normalized levels however probably below the prior year record high. Paid income taxes decreased to €40 million due to the timing of tax payments this largely compensated for the working capital movement.

Paid finance costs and appropriation of restructuring provisions were largely in line with the prior year. With that let’s take a look at net debt.

In total, net debt increased a €190 million at the half year. In addition to our ordinary free cash flow of a €140 million we received €74 million as a result of our divestiture activity.

The uses of our cash include a €172 million on acquisitions this include Health Language, Prosoft, Avantiq and iSentry. Additionally, we also paid €250 million in an all cash dividend.

The increase in the dividend over the prior year is a result of our decision to abolish the stock dividend. Finally we spent €14 million on share repurchases.

Our current share repurchase program of €20 million was subsequently completed on July 9th. Net debt ended the period just under €2.3 billion.

And with that I’d like to take a closer look at our leverage. As I mentioned our 12-month rolling net debt to EBITDA ratio was 2.6 times significantly improved from the three times we saw on the prior year.

Our medium term target levels remain at 2.5 times. As we generate most of our cash in the second half of the year we expect to be inline or better than our target by year end.

Now let’s take a look at the balance sheet. The majority of our working capital employed is goodwill and intangibles.

The increase in goodwill and intangibles is a direct result of our acquisition and investments in information systems partially offset by amortization and depreciation. Investments in equity accounted investees declined related to the divestiture of our minority stake in AccessData.

Our non-current assets include property, plant and equipment, fixed assets and deferred tax assets, these are largely unchanged from the prior half year. Non-current liabilities increased as a result of the increases in deferred tax liabilities, deferred tax liabilities increased as a result of our acquisition of Health Language and Prosoft.

Long-term debt is broadly flat although we did refinance part of this with our new bond issued in March. To wrap-up our financial review I’d like to provide an update on our debt financing.

In March we successfully issued a €70 million bond with a coupon rate of 2.875%. In doing so we took advantage of current low interest rates to refinance our existing outstanding debt.

In May we redeemed our perpetual bond at $225 million. The remaining funds together with our free cash flow will be used to redeem our senior bond in January of next year.

This effect will reduce our interest rate beginning in 2014. So in summary, we are pleased with our financial results for the half year.

Organic growth was 1% reflecting an improvement in second quarter performance. We expect margins to improve in the second half of the year and free cash flow was strong and largely in line with the prior year.

Now as Nancy will discuss in greater detail we are reiterating our guidance in the full year. With that I’d to welcome Nancy back to the podium.

Nancy McKinstry

Thank you Kevin. I’d like to begin by recapping our strategy for the next few years in giving you a progress report on the how we’re progressing against our objectives.

Our strategy is focused on accelerating profitable organic growth and we have three priorities, the first is to expand our leading high growth positions through organic investments in bolt-on acquisitions well at the same time divesting non-core assets. The second priority is to deliver solutions and insights to our customers we will continue to reinvest 8% to 10% of our revenues back in building new and enhanced products, we are significantly investing in mobile and cloud-based applications as well as in tailored solutions and close collaboration with our customers.

And then the third priority is to deliver efficiencies through cost reductions in select areas such as technology. The near-term realized savings that we will get in 2013 against these programs will go to support our restructuring wage inflation as well as our growth investments.

So now let me give you an update on how we’ve progressed against each one of these priorities through the first half. Our leading growing positions now represent 45% of our revenues today, those are the areas in the shaded areas and these are businesses have been growing through the first half had an organic growth rate of 5% or higher.

They include finance audit risking compliance which together achieved a 5% organic growth rate. Clinical Solutions which once again grew organically at double-digit levels, Tax & Accounting software which grew at 6% globally and Corporate Legal Services which also grew at 6% organically despite volatile market conditions as well as tough comparables from 2012.

We continue to make significant investments in organic growth activities in these four areas and some examples include UpToDate within clinical solutions we’ve added our 21st specialty area in dermatology, we’ve introduced a foreign language search capability. And we’ve embarked on building out a Chinese language version of UpToDate.

In Audit, Tax & Accounting we are investing to build out our next generation platforms across the product portfolio. In addition, the acquisitions that we’ve made in the first half fall very much into these targeted areas, they include Health Language and Clinical Solutions, Prosoft and Tax & Accounting and Avantiq and Corporate Legal Services.

We’ve made a lot of progress on our second area of focus which is on delivering solutions that drive our customer’s productivity and I wanted to just to highlight an example in each one of these areas. UpToDate in clinical solutions as offered a mobile app for individual users for some years now, we did however launch in the first half UpToDate Anywhere which makes it easier for hospital and school customers who are enterprise users to get access to up UpToDate not just 24/7 but whether or not they’re onsite or offsite.

A good example of a productivity tool that drives decisions and outcomes is our new TyMetrix 360 user interface which has increased functionality that allows our Corporate Legal Department customers to be able to make better decisions about their legal spend it also improves the collaboration between the Corporate Legal Departments and the law firms. And finally a recently launched product that is tailored to specific customer needs is our TeamMate Express product line which is essentially a trend down version of our core TeamMate Audit Management Solution and it’s designed specifically for smaller audit departments that have less complicated requirements and of course smaller budgets and it’s a fully cloud-based solution.

So these are just three examples of how we’re allocating our capital across the portfolio to drive innovation and growth. The third pillar of our strategy is to continue to drive efficiencies across the business.

We are pursuing initiatives in these five areas through the first half of this year we developed specific initiatives and plans to reduce cost in these areas and we’ve begun our implementation. We expect to realize some savings in the second half of 2013 and those savings will help support our restructuring efforts as well as continue to support the growth investments that we’re making across the business.

Now I’d like to just highlight our acquisitions in the first half. Our acquisitions reflect our strategy to augment organic growth with bolton acquisitions and they are designed to really extend our leading market positions in specific areas.

The most significant acquisitions we made are Health Language in the Clinical Solutions area, Health Language is a leader in Medical Terminology Management its products allow systems that used different terms for the same medical condition to be able to communicate with each other, this is extremely important and it’s a very rapid growth area in medicine because all hospitals are moving towards electronic medical records and they need these systems need to be able to communicate with legacy systems that exist within hospitals. In addition, this area is supported by the meaningful used legislation that was passed in the U.S.

Second acquisition I want to talk about is Prosoft, Prosoft provides us now with a strong foothold in the Brazilian tax market which is one of the faster growing markets in tax in the world and this product line is one of the leaders and operates in 27 states of Brazil. And finally we acquired Avantiq which expands our Corporate Legal Services Trademark business.

In addition to those acquisitions we’ve also made a number of smaller software acquisitions most notably iSentry which is a company based in the UK that fits nicely within our Finance and Compliance Service portfolio. So with those remarks about our strategy I’d now like to move to talk about the operating results within each of our divisions beginning with Legal & Regulatory.

Legal & Regulatory experienced 1% organic revenue decline which was a modest improvement over last year’s results both in North America and in Europe. Corporate Legal Services grew 6% organically, CLS’s transaction revenues grew 8% despite the volatile market conditions in the M&A market, this was largely driven by strong growth in our UCC Search and Mean business which is more closely tied to the commercial lending markets.

Law business which is our U.S. legal information business continues to see good growth in online and software products which was offset by declines in print subscriptions in books.

Our European legal operations decline 4% this marked a slight improvement over the first half of last year, online and software solutions held up well but this was offset by declines in print subscriptions and books as well as other cyclical product lines like training. Through the balance of 2013, we remain cautious on the outlook for Europe particularly within the southern countries.

The EBITDA margin contracted as we expected due to the revenue decline, the timing of restructuring charges and the impact from dilutive disposals. Tax & Accounting saw 1% organic growth driven by 6% organic growth in software which now accounts for 59% of the total revenues in this division.

In North America growth in software was partially offset by the expected decline in bank products as well as softness in the publishing markets. Europe saw modest improvement in organic growth with software growth beginning to our way the decline in print products.

And Asia Pacific also saw good growth in software. We extended the division’s global footprint through our acquisition of Prosoft in Brazil and around the world we continue to invest in cloud solutions, in the U.S.

our cloud-based product called CCH Axcess is being well received by customers and customer feedback suggest that the product is delivering on the productivity benefits that we have expected. In Europe, we are introducing Twinfield into the UK market to further extend the leading position that, that company has within the SaaS-based accounting solution world.

Health, Health achieved 4% organic growth following a strong second quarter. Clinical Solutions which accounts for 43% of the division’s revenues maintained double-digit organic growth where we’ve seen across the product line within Clinical Solutions with particularly strong growth at provision and UpToDate.

Health Language which was acquired in January is on track to deliver double-digit growth for 2013. Medical researches revenues were broadly stable as online growth that audit was offset by continued weakness in print subscriptions the unit continues to win society contracts and we continue to build out our Open Access platform through Medknow which is our organization in India.

Professional & Education book sales declined due to weaknesses in certain market segments as well as product pruning. The growth in revenues as well as the mix shift towards clinical solutions drove a further improvement in our EBITDA margins to 19.9%.

And now finishing up with Financial and Compliance Services, as we indicated in February, FCS faced tough comparables and was expected to see some revenue attrition as it streamlines its product line. And all the divisions saw a 3% organic revenue decline due to lower transaction volumes and implementation revenues within its origination unit which face particularly strong comparables from 2012.

This was in part due to the slowdown in mortgage refinancing in the U.S. Within Audit, TeamMate delivered 5% organic growth as it continues to expand its global customer base.

This growth was offset by the expected impact of migrating Axentis customers to TeamMate and other platforms. Finance Risk & Compliance enjoyed high single-digit organic growth driven by new customers to our Enterprise Risk Management solutions as well as by the good progress at integrating FRSGlobal and FinArch.

And finally, Transport Services continues to face challenging market conditions in Europe which drove transaction volumes down. The margin decline in the division reflects the impact of the revenue decline, the timing of restructuring and investments that we’re making in global expansion.

So with those remarks I’d now like to make a few comments on the outlook for 2013 beginning with the divisions. For Legal & Regulatory we expect conditions to remain challenging in Europe however we do expect to continue our growth in North America and rest of world.

And Tax & Accounting we anticipate a fairly steady year with growth in margin similar to 2012. We expect Health to see good organic growth and there is scope for some margin improvement in this division despite the continued investments that we will be making.

And in Financial and Compliance Services we expect to see good growth in Finance Risk and Compliance product lines offsetting some of the challenges that we will see elsewhere in the division. And we also expect margins to see improvements in the second half of this year.

So in all we are reiterating our guidance for the full year. We expect ordinary EBITDA margins between 21.5% and 22% we expect ordinary free cash flow to be at or above €475 million.

We expect a return on invested capital to be equal or above our rack and we expect ordinary EPS growth to be in the low single-digits. So thank you very much for your attention.

And now of course we’ll open it up for Q&A.

Unidentified Analyst

(inaudible). Three questions if I may here please.

First one can you comment on the acceleration organic revenue growth you’ve seen in Q2, was that due to facing, was it due to underlying markets improving was it due to your launching new products maybe a mix of all of these. Can you comment on that please?

Secondly, can you discuss the new sales trend in legal and regulatory Europe, revenues tend to lag the sales by division, have you seen improvement in the net sales activity. And lastly can you remind me whether you expect the comparable base for the financial services transaction revenues to improve or to worsen in the second half of this year, please…

Nancy McKinstry

So why don’t I will take the last two and ask Kevin you to comment on phasing.

Kevin Entricken

Yeah the second quarter results we did see improvement over the first quarter so I think we guided to or told you in our interim statement we saw organic revenue growth decline 1% in the first quarter and improved to 3% in the second quarter. That improvement was seen across all of our divisions with the exception of Financial & Compliance Services.

There was some timing impact in the Health Group and in the Tax & Accounting Group.

Unidentified Analyst

And excluding this timing impact would you have seen the improvement as well?

Kevin Entricken

Would have seen improvement excluding that impact, yes.

Nancy McKinstry

So as it looks as then the second question was about new sales trends in Europe. As you know we don’t give revenue guidance but what I can tell you is that we saw improved trend in Northern Europe relative to 2012, but Southern Europe still remains challenging, now that’s overall for revenues both renewals and new sales.

I would say we are not seeing any major shift in new selling activity still remains challenging throughout Europe but the good news is our online and software solutions continue to grow 3% organically. So where we’re targeted obviously for future business and where we’re focused on from a transformational perspective those areas are still growing and we’re seeing the weakness it’s really in the traditional print product lines.

And then on transactional revenue as you – as we have indicated we have two major transactional lines one is in our Corporate Legal Services Group and the other is in Financial Services. Financial Services had very tough comparables from last year.

Those transactional revenues grew 25% last year and they declined 4% this year largely because of the decline in mortgage refinancing activities. We clearly have a lower comparable to meet in the second half for financial services so that will become part of the equation as we look within that division, however we expect no improvement in the refinancing activity.

So refinancing will stay low throughout 2013 but will have less of a steep comparable to make in the second half within Financial & Compliance Services. So we expect for the whole division of FCS as Kevin indicated improved growth in margin in that division.

And then within CLS it’s kind of we don’t have a prediction necessarily on the transaction volume, it will very much depend on what happens with M&A and corporate lending.

Unidentified Analyst

The improvement in FCS for the second half is versus the margin of the first half or the second half of last year?

Nancy McKinstry

Yeah we are not guiding to a specific number but you will certainly see improvement in the second half.

Unidentified Analyst

Improvement versus what, last year?

Nancy McKinstry

Versus the first half.

Unidentified Analyst

Versus the first half..

Nancy McKinstry

Yeah, yeah. Okay, Hans, yeah..

Hans Slob – Rabobank

Yes, Hans Slob, Rabobank. Couple of questions first of all could you update us on your restructuring initiatives especially in Europe and also what your restructuring expenses were in terms of drag on the margin in H1 and do you expect more restructuring in H2 or should we expect restructuring to come down in the second half maybe helping the margins a little bit?

And also on Europe maybe could you guide us through the portfolio transformation and possible disposals there in order to think (H3 manual) portfolio further? And second question is on the audit business because you say audit was at 5% but I think you’re doing a migration but I think the overall picture is that the business is down or am I not correct there and what’s really happening there with this transformation to this new product?

Nancy McKinstry

Okay. So why don’t I – you want to take restructuring and I will take the other two, okay.

Kevin Entricken

Sure, okay. Yes in fact we did see some restructuring in the first half of the year and I’ll remind you modest restructuring nothing compared to our Springboard programs in the past and I’ll also remind you all our restructuring charges are in our EBITDA numbers.

We expect to fund those restructuring efforts by cost savings and operational excellence going forward. As far as where we saw this restructuring we did see restructuring in our Transport Service business in Europe, some in Tax & Accounting North America and some in Medical Research.

We do expect to see restructuring in the second half of the year continue but again at very modest levels.

Hans Slob – Rabobank

So it’s relatively steady state that’s not a…

Kevin Entricken

Yes, if I would add.

Hans Slob – Rabobank

You need to do more (inaudible)?

Kevin Entricken

And we will constantly look at our portfolio through operational excellence, look to improve upon the business where we see that.

Nancy McKinstry

Yes, so you should expect that we will do more restructuring in Europe both this year and next year just as we continue to change the portfolio which I will talk about and right-size the cost base. But as Kevin indicated that will all flow through the normal P&L that we have.

On the portfolio we are in the process of rebalancing our footprint in Europe so what does that mean, that means that we are focused on core online and software products in the legal and tax segments and then we are de-emphasizing or exiting the regulatory markets and some of the even business media markets that we’ve been in historically. We’re also continuing to extend our business in Corporate Legal Services and Financial Services within Europe which has been a growing area for us.

So we’re putting capital in the growing areas of Europe and either harvesting or exiting the non-growing or the traditional assets. So what that means is that as you know Hans you’ve been with us watching us for a long time that we – over the last decade we divested about €800 million of assets.

So every year we’re looking at our portfolio for where do we want to continue to invest, where might we want to dispose. So we will continue that process and we will continue to dispose the things that don’t fit the portfolio.

Hans Slob – Rabobank

So I really would like to dispose all of your regulatory businesses in Europe, how large is that business in total?

Nancy McKinstry

Yeah no it’s really a country-by-country assessment and its more product lines but they’ve typically fallen to non-legal areas. So in country it might be something in that service the public administration, in other area it might be something that’s been targeted at financial professionals for example.

So we have a lot of different product portfolios in the countries but those tend to be the regulatory areas where they tend to fall. And then the last question was on audit.

What we indicated was the core product in the audit area is TeamMate which has been growing very well for many years now. It grew 5% organically through the first half, that growth was offset by the migration of the Axentis customer base.

We are basically exiting the Axentis product line through a series of activities whether we migrate them to another product within our portfolio or even a third-party offering. And as a result of that its virtually flat and so that’s what you will see in the first half of this year.

Hans Slob – Rabobank

Okay. Thanks.

Nancy McKinstry

Yes, please.

Andrea Beneventi – Kepler

Thank you. Good morning.

It’s Andrea Beneventi from Kepler. My first question is to come back to FCS.

Can we expect better trends already in the third quarter of the year or will we have to wait until the last quarter? And secondly on print do you see revenue decline abating in the second half?

And finally on the working capital absorption that we’ve seen in the first half, is it related in any way to payment delays from customers please?

Nancy McKinstry

You want to do working capital and then I’ll come back on the other two.

Kevin Entricken

Sure, sure. On the working capital as I said the changes in working capital are largely due to the timing of payments and collections more so on the payment side where we saw the timing of some of our vendor payments that in the prior year were in the third quarter changes in contracts when we moved into the second quarter, so it’s largely in that area.

Nancy McKinstry

And then in terms of FCS we do expect that we will see improved performance on the growth side both in the third and the fourth quarter. And of course some of that depends on the timing of the larger contracts but that’s clearly what our expectations are.

And then on the print decline, print falls into two product lines, right, print subscriptions where the rate of decline in the first half of this year was lower than the prior year rate. So we are seeing some return to kind of what I would call is the normal structural decline on the subscription side, on books that actually went in the other direction both because of soft markets but also because of deliberate pruning activities that we are undertaking as it relates to some of our frontless.

So we would expect that these trends will likely continue through the second half although I would just tell you that books always gets stronger in the second half of the year than the first half of the year based on just the normal patterns that we have.

Andrea Beneventi – Kepler

On books could you highlight how much of this 8% decline came from pruning?

Nancy McKinstry

Yeah it’s we are not giving that specific number but I would tell you that it did have an effect on the overall rate of decline.

Andrea Beneventi – Kepler

Thank you.

Nancy McKinstry

Yes, please.

Margo Joris – KBC Securities

My first question is the 3% organic growth in the second quarter, do you see any reason why you cannot maintain this in the second half? And then on the Corporate Legal Services business I got the impression during the seminar (36%) growth post in last year could not be maintained because of all kind of trends.

Can you give me a little bit more flavor on what you saw in the second quarter and what do you expect for the second half? And then on the margin improvement in the Financial & Compliance business, you guides for some improvement and then on group level you see that the decline in legal will be offset by improvement in other divisions while you guide for flat margin in Tax & Accounting.

Is this coming from Financial & Compliance as well or do you expect a flat margin in this division or will it be lower. So my question Financial & Compliance margin what can we expect for the second half in terms of improvements?

Thank you.

Nancy McKinstry

Before I answer I’d like to remind we don’t give margin guidance by division but I’ll do my best to try and give you some color commentary and as per your help Kevin as well. Within – on the second quarter performance as Kevin indicated we had 3% organic growth in the second quarter and we had 1% decline in the first quarter.

So of course there is a lot of timing and phasing that goes on in that. So we don’t give revenue guidance for the full year but I would just remind folks that we typically have stronger performance in the second half of the year than in the first half of the year.

So I don’t think you should make too much of the change between first and second quarter but look at it more in totality. Second thing is on CLS, CLS did have tough comparables from 2012, we continue to see good performance in lending, which is in our UCC area.

I would say the activity level in M&A and IPO was less than prior year but good lending activity. So we don’t have a prediction for you on the second half of this year because it all depends on what happens with lending and with M&A activity.

So we are continuing to look at it on a month-to-month basis. And then on margins in FCS, you want to…

Kevin Entricken

Yeah I will say margin development as you know, margin development as usually on our business stronger in the second half of the year as compared to the first half of the year. We have told you that we do expect the challenging margin in the L&R business.

I will say that Tax & Accounting we expect that to be somewhat stable. We do expect Health and FCS as we guide to you to be strong in the second half of the year.

Margo Joris – KBC Securities

Okay. Thank you.

Nancy McKinstry

Do we have questions from the web…

Operator

We do have one question from a dial-in, do you want to put him through..

Operator

Mark Braley from Deutsche Bank is up next. Your line is open and please speak loud and clearly.

Mark Braley – Deutsche Bank

Yeah good morning. I apologize this is a bit like the lost customer, but just thinking about this in terms of the full year margin guidance.

You kept the 21.5 to 22 at last year on the (inaudible) at 21.5. Now if we take what you’re saying about the (tips) in turn in legal you’re going to be down, in Tax & Accounting you are sitting about flat, those are all your two biggest divisions.

And actually as the first half margins quite a long way down, you’re saying improvement in the second half but it sort of doesn’t sound as if we’re looking for improvement on a full year basis there. So we’re kind of left with sales which is up slightly in margin terms in the first half.

Do we have to achieve quite a lot of full year margin progress in Health for the top end of your overall margin guidance to be possible?

Nancy McKinstry

I have to be honest Mark, we heard about a third of what you asked come through. So but I that we got the basics which is about how will margins develop in the second half to reach our full year guidance.

So I’m going to just start and then turn it over to Kevin. Clearly we are reiterating our guidance for the full year so we have confidence in the margin guidance that we’ve given you and then Kevin you want to maybe explain the math a little bit…

Kevin Entricken

Yeah as I said we do expect to improvement in the Financial & Compliance Services business. We expect revenue to improve as well.

So the improved revenue in the second half will certainly support margins in that business. The Health business we always do see margin improvement in the second half of the year, that has a lot to do with revenue phasing as well.

As you know our selling seasons in the book business are largely the second half of the year as well as in our Clinical Solutions Software business. So those revenue developments will also support margins in the second half of the year.

As we’ve said before we do expect the margin contraction in L&R and we do expect the Tax & Accounting margins to be in line, but beyond that we – the first half performance based on our expectations give us the confidence to say that we will meet our guidance for the full year.

Nancy McKinstry

And then finally Mark just one last quick comment as of course we are getting some benefit from the restructuring that we are doing that we sort of are paying for in the first half but then if it comes in the second half and that helps to mitigate the impact of the restructuring charges that we’ve taken.

Operator

We have a question, I’m sorry.

Mark Braley – Deutsche Bank

Okay, great. Thank you.

Nancy McKinstry

Yeah, okay.

Operator

We have a question that’s coming from the webcast from (Peter Wilson) of (inaudible) Capital.

Unidentified Analyst

Can you please provide some idea of the scale of the print infrastructure i.e. warehousing et cetera and how are you managing the diseconomies of scale in print as print volume declines?

Nancy McKinstry

Yeah, so, so if you look at our print business we have moved over many years to outsource the largest components of kind of the print production cost. So we outsource our printing, we’re also one of the larger on-demand printers in the U.S.

from a (inaudible) perspective. So if you look at the margins of our print subscription business they are relatively high as a result of having variable rates to a lot of those costs.

So we still have a couple of warehouses around the world but it’s not a significant cost for us so we are in a good position from a scale perspective around the decline in print because as you all know we’ve been managing that decline for several years now. So that is not a major issue for us from a cost standpoint.

Operator

So we should probably move back to the room.

Nancy McKinstry

Yeah, any other questions, yeah why don’t we go to the second row and then Sami will come back to you, yeah please.

Unidentified Analyst

Sander van Oort, Kempen two questions if I may. First of all on Transport Services I was wondering if you’ve seen the bottom already if you look at the volumes and the top-line performance in the second quarter, first quarter.

The second question is to do with restructuring, is it fair to assume that you took most of the course in the first half of the year and have seen relatively limited benefit so far or is it are there already any positive impacts from the restructuring visible in the first half results?

Nancy McKinstry

You want to do restructuring….

Kevin Entricken

Yeah on restructuring you are right to assume that usually with restructuring you spend ahead of the savings so we do expect to see some benefit of that in the second half of the year. I’d also point out that some of our operational excellence programs we will see some benefit of those in the second half of the year, so that also supports the underlying margin.

The restructuring in the second half of the year I do expect that there will be some small restructuring efforts that we kick off in the second half of the year probably in Europe as where I would point to. But given all of this I do say that what we are seeing right now we are confident that we can reiterate guidance of our margin improvement for the full year?

Nancy McKinstry

And on Transport Services we still are seeing kind of the same rate of decline in volumes as we saw in the prior year. So there is not yet any indication yet of a change in that trend line.

Yes, Sami.

Sami Kassab – Exane BNP Paribas

Thank you. You announced restructuring in the Medical Research and Tax & Accounting in North America.

Can you be more specific as to what part of these divisions are being restructured. Is it just the bank products within Tax & Accounting or is it something else and the same goes for Medical Research is it something going out all the way or is it more the print journal part?

Nancy McKinstry

Yeah.

Kevin Entricken

Well I would say in each of those businesses we’re constantly looking at what’s the most efficient way to go to market, what’s the most efficient way to bring our products to market as we have evolved in those two areas we’ve taken a look and made some changes to be much more efficient. So it’s not necessarily in print or just audit but the division as a whole, we are looking at the best optimal way.

Nancy McKinstry

So it’s been more sales force restructuring in Tax & Accounting and in MR.

Sami Kassab – Exane BNP Paribas

And can you quantify the amount of legal tax book revenue as you generate, how big is it in the low end business division, is it half of it?

Kevin Entricken

Yeah actually we don’t guide revenues at that level of granularity but we can say that the book markets in the legal and regulatory business did see pressure, some of it is due to enrollments being down in law schools and some of it is due to the pruning of some of the titles that we’ve executed.

Sami Kassab – Exane BNP Paribas

Thank you.

Nancy McKinstry

Also one of the things which I think we mentioned in February is that we had a particularly strong front-list in legal ad in 2012 and we obviously you can’t repeat that every single year. So that’s also a factor this year as well.

Operator

Any more questions from the room, otherwise I have one from the webcast. Okay.

WE have a question coming from Pavel Govciyan from Natixis in Paris.

Pavel Govciyan – Natixis

So regarding Wolters Kluwer on pay disposal health in France, can you give us an agenda and elaborate on the current procedures?

Kevin Entricken

Well certainly I can tell you that we are progressing through that process and beyond that we don’t comment on specifics as we are in the middle of a process, but we are progressing.

Operator

Any more questions from the room. And yeah that’s it, no questions from the room…

Nancy McKinstry

Thank you very much. We really appreciate you joining us this morning and we welcome you to attend our customer meeting and round table that will follow this and there is also some refreshments for you outside.

So thanks a lot.