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[Abrupt Start] Reports and on Form 10-K and other filings with the SEC.
Further, we will discuss non-GAAP financial information. We believe the presentation of non-GAAP results provides you with useful supplementary information concerning the company's ongoing operations and is an appropriate way for you to evaluate the company's performance. They are, however, provided for informational purposes only. Please refer to the press release and related footnotes for GAAP information and a reconciliation of GAAP to non-GAAP information.
I'm joined this morning by Dan Leib; Tom Juhase; and Kami Turner. Before reviewing our results in detail I'll turn the call over to Dan for his opening remarks. Dan?
Thank you, Dave, and good morning, everyone. Last year at this time I communicated that we were taking steps to set up the company as a standalone business. The priorities included exciting the spin related transition service agreements implementing plan to right size the cost structure in parts to fund additional investment back into the business, brining additional talent into the organization identifying new market opportunities and prioritizing our investment needs. We took a thought forward yet aggressive approach in our actions all intended to reshape our company to become more agile and responses and to position the company for continued long-term success.
As I look back at 2017 we have made good progress. the steps we've taken and those we will take going forward will further strengthen our position in our core offerings and help propel it down the path toward bringing the wider array of compliance and risk base dilutions to market.
Regarding our 2017 financial performance I'm pleased with our results. We reported revenue growth of 2.2% non-GAAP adjusted EBITDA of 12 million or 7.4% and margin expansion of 80 basis points. I should also note that we had a cost headwind of 13.3 million in 2017 related to the combination of standalone cost and allocations included within our pre-spin 2016 results. Our year-over-year EBITDA improvements of $12 million is after covering this headwind.
In addition, in 2017, we generated $63.6 million of free cash flow reduced our debt by nearly $130 million and ended the year within our targeted leverage range. I'm equally pleased with our fourth quarter results which Dave will review in more detail shortly.
Before we go there I'd like to highlight some of our 2017 successes. In aggregate our SaaS based offerings grew by 15.1% in 2017 and now represent 13.6% of our total revenue, excluding any of the service related revenue that is tied to these offerings. We drove strong growth in all of our SaaS offerings after the disclosure, Venue and FundSuiteArc.
Total revenue from our Venue data room offering grew by $9.4 million or 16.9%. For the second quarter consecutive year Venue was recognized in 2017 as the top M&A technology by the global M&A network. In our investment markets offering we experienced continued revenue growth and content management as clients continue to look for efficiencies and content production and work flow solutions to help reduce their cost.
In addition, we successfully on boarded many of our clients and added new clients to FundSuiteArc in anticipation of the SEC's filing requirements performs N-CEN and N-PORT which is now being delayed to 2019. Following the rollout of the client migration to active disclosure three late last year we received very good client feedback and interest.
Our worldwide language solutions business grew 4.7% in 2017, continuing a multiyear trend of strong revenue growth. We are pleased with the progress we are making these recurring revenue streams. Our opportunity is in evolving the company to leverage our domain expertise, service and process knowledge to support our customers the way they want to work as they migrate further into the digital world. With respect to our operating plans going forward I would like to reiterate our key priorities. We will continue to build on the sales momentum that we have created in the areas where we have significant growth in our recurring revenue offerings such as our Venue Data Room, active disclosure and our content management solutions.
We will continue to invest in and make enhancements to our software-as-a-service solutions. We expect such enhancements to be the result of a combination of organic investment, M&A and expansion of our relationships with strategic partners. We will continue to aggressively pursue transactional and compliant activity within global capital markets. Within the transactional market we are well positioned to capture additional revenue as market activity improves.
Last, driven by the market opportunities that we see and our strengthened financial position we are looking to accelerate our investments in terms of both operating expense and CapEx, targeting opportunities that can drive long term profitable growth. Dave will go into more detail on our 2018 guidance that incorporates this incremental investment.
At the same time, we will maintain a disciplined approach to managing our cost structure and deploying capital. In 2018 we will continue to drive growth through product development and sales and marketing effectiveness in our current offerings. We have embraced design thinking and are utilizing these techniques to create more intuitive and power solutions that enhance the customer journey.
In addition to our work on the user experience, we are accelerating our innovation efforts, infusing our platform with powerful emerging technologies, we are making investments in data analytics and machine learning to provide our clients with insights and to maximize efficiencies.
Employee talent is critical to our success and the success of our clients, as such we will continue to invest in our employee base in order to ensure we deliver these capabilities in a comprehensive and cohesive platform. Let me turn it over to Dave before he opens up the lines for Q&A. Dave?
Thanks, Dan. As Dan mentioned earlier we are generally pleased with our fourth quarter results. We saw revenue growth of 1.7%, mostly driven by improving activity within our U.S. capital market offering. In addition, non-GAAP adjusted EBITDA of $32.9 million improved $5.2 million or almost 19% from the fourth quarter of 2016. And our non-GAAP adjusted EBITDA margin expanded by 210 basis points versus the fourth quarter of 2016 primarily driven by cost reduction initiatives we implemented in late 2016 and early 2017.
We also generated strong free cash flow in the quarter finishing with $63.6 million of free cash flow for the full year. On consolidated basis net sales for the fourth quarter were $224.8 million, an increase of $3.8 million or 1.7% from the fourth quarter of 2016. After adjusting for changes in foreign exchange rates, organic sales increased 1% driven by the growth in our U.S. capital markets offering which was partially offset by declines in our international segment and U.S. investment markets. The revenue growth in capital markets was driven by growth in each of our transactional, compliance and Venue Data Room offerings. The international segment revenue decline was primarily due to lower transactional revenue partially offset by growth in our language solutions offering. Fourth quarter gross margin was 38.3% or 460 basis points higher than the fourth quarter of 2016 primarily driven by cost reductions we began to implement late last year.
Non-GAAP SG&A expense in the quarter was $53.2 million, $6.4 million higher than the fourth quarter of 2016, primarily driven by performance-based compensation expenses. As the percentage of revenue, SG&A was 23.7% or 250 basis points higher than the fourth quarter of 2016.
Our fourth quarter non-GAAP adjusted EBITDA was $32.9 million, an increase of $5.2 million from the fourth quarter of 2016. Non-GAAP adjusted EBITDA margin in the quarter of 14.6% was 210 basis points higher than the fourth quarter of last year, primarily driven by our cost reduction actions.
Turning now to our segment results. Revenue in our U.S. segment was $189.7 million in the fourth quarter of 2017, an increase of 3.8% from last year’s fourth quarter. Revenue in our capital markets reporting unit increased 9.3% driven by growth across our transactional, compliance and Venue Data Room offerings. Language solutions and other reported revenue growth of 6.5% and investment markets revenue declined 4.1% compared to the fourth quarter of last year primarily due to lower prick [ph] related mutual fund and healthcare volume which was partially offset by growth in content management services revenue.
Non-GAAP adjusted EBITDA margin for the segment of 19.1% increased 350 basis points from the fourth quarter of 2016. The improvement in EBITDA margin was mainly driven by our cost saving actions as well as an improved mix of revenue achieving growth in the capital markets offering and content management and revenue declines coming in the lower margin primarily print based offerings.
Revenue in our international segment was $35.1 million in the fourth quarter of 2017, a decrease of 8.1% from the fourth quarter of last year. On an organic basis, excluding the favorable impact of changes in foreign exchange rates, revenue in the fourth quarter declined 12.3% primarily due to lower transactional activity which was partially offset by growth in translation services within the segment.
Non-GAAP adjusted EBITDA margin for the segment of 7.4% decreased 280 basis points from the fourth quarter of 2016, primarily due to the decline in transitional activity. Our third quarter 2017 non-GAAP unallocated corporate expenses excluding depreciation and amortization were $6 million; an increase of $1.2 million from the fourth quarter of 2016, primarily due to higher performance base compensation expenses which were partially offset by a reduction in bad debt expense and cost savings initiatives.
Consolidated free cash flow in the quarter was $49.9 million, an increase of $12.9 million from the fourth quarter of 2016, the improvement in free cash flow was driven by improved working capital management, higher EBITDA and lower capital spending partially offset by an interest payment that we did not have in the fourth quarter of 2016 as well as higher cash taxes in the fourth quarter of 2017.
We ended the year with $458.3 million of total debt, $52 million of cash and gross leverage of 2.6 times which is within our targeted leverage range of 2.25 times to 2.75 times and a full turn lower than the 3.6 times gross leverage we reported at year end 2016. Since the spin off from R.R. Donnelley, we have reduced our total debt by $178.2 million.
We recorded additional income tax expense of $22.4 million in the fourth quarter related to the impact of the U.S. Tax Cuts and Jobs Act representing our initial estimate of the transition tax on accumulated foreign earnings and the re-measurement of net deferred tax assets. Going forward we have the ability to move cash freely from foreign jurisdictions to the U.S. without additional tax implications. From an operational perspective we estimate needing on average a total daily cash balance of approximately $10 million roughly $5 million in the U.S. and $5 million internationally. As I mentioned earlier, we had $52 million of cash on the balance sheet at year end.
Before I turn it back to Dan let me share more detail on our full year 2018 guidance that was summarized in this morning’s press release. Our guidance assumes a flat capital market’s transactional environment and as noted in our press release includes an increased level of investment in both operating expense and CapEx targeted towards driving long term revenue growth.
We expect 2018 revenue of approximately $1 billion representing organic growth in the range of 1% to 2%. We expect our non-GAAP adjusted EBITDA to be in the range of $165 million to $175 million. I should note that beginning in 2018 pension income will be recorded in the P&L on the investment and other income line instead of SG&A and will be excluded from our calculation of non-GAAP adjusted EBITDA.
For reference 2017 SG&A and non-GAAP adjusted EBITDA included pension income of $3.3 million. Depreciation and amortization is expected to be approximately $50 million. We expect interest expense of approximately $37 million. Our full year non-GAAP tax rate is expected to be in the range of 29% to 31%.
We project the full year fully diluted weighted average share count to be approximately 34 million shares and lastly, we expect capital expenditures in the range of $40 million to $45 million and free cash flow in the range of $55 million to $60 million. Our total 2018 free cash flow guidance assumes approximately $15 million of outflows, for spin off related costs primarily related to systems replacements that will continue throughout 2018 and taper off in 2019.
As I noted earlier the CapEx increase is primarily targeted towards areas where we are looking to accelerate long term growth. Regarding timing and seasonality, we expect the first quarter to have a difficult year-over-year comparison primarily in the investment markets reporting unit as the first quarter of 2017 included outsized revenue from two mutual funds special proxies which will not repeat this year.
And with that I'll turn it back to Dan.
Thank you, Dave. Before we open up the line for Q&A, I want to reiterate the progress we've made in our first full-year as a standalone company. We've identified potential growth opportunities where we can leverage our core capabilities and relationships to serve new markets and planned to accelerate our investments to capitalize on these opportunities. We are planning to host an Investor Day in New York late in the second quarter during which we will discuss these opportunities in more detail. Additional details on that event will be available in the coming weeks and we hope to see you there.
And with that let's open up the line for Q&A.
[Operator Instructions] And our first question comes from Charles Strauzer from CJS Securities.
Couple of questions let's start up with Q4 on the industrial markets you've mentioned that the lower print related mutual fund healthcare revenue was kind of the why the that segment was down 4% plus there. If you kind of strip out the print from the kind of recurring revenue portion, can you give us little more color on how that portion that the recurring portion grew excluding prints?
Yes, so I think the thanks for the question Charlie. As we've said a lot of that was the print driven mostly on the healthcare side. I think when you look at some of the content management services, was about I think 8% for the quarter and which is pretty similar to the growth that we had for the year I think it was on 8% or 9%.
And then if you look at the kind of the increased CapEx and other things, can you just quantify what the result [ph] is there and it looks like you kind of taking the tax into the decline and we're talking to the investments in the company. is that correct?
Yes, that's correct. So, taking that opportunity to invest and it's mostly around our external phasing products to drive additional growth and then we also mentioned some of the innovation areas that we are looking to start to fund and all of these things ultimately end up in a ROI type of model prior to getting extensive funding but we are seeding a few different initiatives but the majority of the funding is related to the external facing products, the SaaS based offerings.
And should we think about the 40 million or 45 million numbers to be kind of a new kind of constant maintenance number going forward or is this some [more trend things] and the other thing in there.
Yes, Charlie good question. I think so as we've done work over the last year looking at the opportunities ahead and we're some of the growth avenues might lie. we did identify these and has specific projects lined up I think look to the extent that we can continue to do some of that work and find incremental opportunities, we will continue to reinvest back into business to try and drive growth to the extent that some of those opportunities may not be there or may not be there in terms of that magnitude. As Dan said each one of these projects kind of stands on their own. So, we will have a better view in the second quarter Investor Day in terms of kind of long-term guidance on CapEx but nothing specific at this point.
Next, we have David Ridley Lane from Bank of America Merrill Lynch.
Wondering about, in the recent bout of volatility in the stock market what did you see in terms of IPOs getting postponed, how does that influence your view of first quarter ’18 in the capital markets business?
We saw a lot of volatility that followed the market volatility in the underlying M&A activity, we did see obviously the tax change being quite positive to the overall M&A environment in part due to lower rates but also in part in part to the free-flowing notes of capital, between borders. That said there’s still a lot of activity that’s taking place in the private markets. And so, for us that results in a good opportunity within our Venue business, when those end up in the public markets and ends up in an additional opportunity for us relative to our transactional business. And do you have any additional numbers to add to in it?
We did obviously see some market growth in IPOs in 2017, and I think it started out pretty well and then tapered off a little bit in the middle of the year and then started to pick back up and so I think pretty similar to what we have said on previous calls. The visibility certainly from a long-term perspective remains fairly limited.
And I guess on your view around IPO activity, for the full year I heard the guidance implies kind of flat transactional activity levels. Are you more optimistic on IPOs or M&A or debt issuance?
So, a good question. I think when we look at in the intent of that assumption, was just to kind of set a framework for you to understand kind of how we are thinking on the guidance. Again, from a visibility perspective, as we saw in ’17, I think I mentioned the IPO volume up and down and picking back up again, we saw some kind of choppiness within M&A throughout the year as well. And so, in aggregate we would just look at those big buckets of transactions being relatively flat. Obviously if that changes and it picks up that should point you one way relative to our guidance or if it declines potentially towards the lower end.
And just a clarification question really quickly. The pension income that was -- is that now running through investment and other income? Would you expect that to be of a similar magnitude to 2017?
Yes. Yes, like a $100,000 different.
Thank you and next we have Pete Christiansen from Citi.
Good morning guys I have two questions, so I think earlier in the year you were talking about this new cross selling effort with [indiscernible] on the compliance side in GCM and then also you had the upgrade to Office 365, can you give us a sense of how that has affected from sales, are you seeing better retention or improved market share?
So, on the ActiveDisclosure front we did see improved as the year went on net wins and so if you go back several years we were in a net deficit in terms of customer experience or customer retention and we did see that turnaround into a net win and some of that driven by an increase in IPOs etcetera but still a positive development for us.
As it relates specifically to [stocks up] which has now been rebranded to audit board is the new name so you may hear us refer new both company names that's been going very well. We see a tremendous amount of market opportunity, there is faster cycle time in transacting with [stocks up] and so we are excited about the investments that we've made and that has been going well.
And then it looks like we had a bit of the mix shift this year with the products going down 2% or mostly print there. Do you expect the similar dynamic in the guidance there?
Yes, I think from a print perspective we've seen that secular decline of about 4% annually, it's been pretty consistent, obviously some of those numbers jump around with some of the onetime transactions or compliance pieces but from a secular perspective pretty constant at about 4% decline and no different expectations as we look at 2018.
Okay, and then I think earlier this year you were expecting 5 million to 10 million of transition CapEx, it looks like CapEx came in a little bit lower this year, was some of that pushed into next year?
Yes, so there were some as we worked through some of the product development just from a timing perspective. We were looking at originally CapEx kind of in the 30 million to 35 million range, it came in just under 28 million. So, I think what you are seeing in the 2018 guidance is as we kind of lock down some of those plans some of which it's shifting as well as some of the additional opportunities that Dan noted earlier.
Yes, and as we've mentioned in the past roughly 75% of our capital relates to product development.
Last one from me, any pending regulatory issues or initiatives that we should be mindful of this year?
Yes, so we referenced it the N-CEN and N-PORT was pushed from what was originally a July 1st date in 2018 and pushed back about 9 months to April 1st of '19. Other than that, it continued to be some proposals around 33 which is the opt-in versus opt-out on mutual fund reporting, we've seen some activity around there and cup [ph] the call where that lands ultimately long-term we do see some shorter form documents being proposed and some interest in that, [I'd talk] [ph] to the call the timing on when that takes place.
Next, we have Andrew Simon from JPMorgan.
The first one exited the price here of your quantified what are incremental investments or just the incremental investments part for 2018 is stuff you accelerated it?
The second question is could you also make some comments in terms of the assumptions about other segments when framing that 2018 organic revenue guide of 1% to 2% besides for [indiscernible] for the capital market segment.
So, and we didn’t specifically quantify the incremental investment on the operating expense but I think if you kind of walk through the EBITDA, so we did a 174 million this year as we mentioned that included 3 million of pension income, so kind of an apples-to-apples basis you are at 171 and if I just take the -- we said 1% to 2% organic revenue growth, so take the midpoint, call it roughly $15 million and from an incremental profit perspective it’s a few million bucks, so say $4 million to $5 million so the 171 would otherwise go to 175 or so, and then our guide is 165 to 175.
And then segment comments around the 1% to 2% framework?
Yes, so, I think we would expect to continue to see more of the same the areas where we have seen growth is as Dan alluded to primarily in the software offerings, so Venue, ActiveDisclosure which both sit within capital markets.
And then on the investment market side, growth in content management, and that’s why markets is more heavily weighted with some of the print revenue and so over the longer term that reporting unit has been relatively flat, so probably more of the same there and then on the international side, language solutions, has been growing kind of mid to high single digits, would expect more of the same for that offering and then the rest of international is the transactional market and as you know that we are just assuming flat there.
Thank you and next we have John Kim from [indiscernible] Capital.
Taking a look at the balance sheet here you guys have made tremendous progress on the debt reduction front, flat leverage at 2.3 times and secured leverage [south of a turn] looks like there’s an opportunity to reduce the cost of debt further at bank loan level. is that something that you are going to evaluate as the soft call protection rolls off in April?
I think John as you know we repriced that just a little while ago and chased up a 100 basis points, there is the six-month soft call, so we are obviously always looking at opportunities to reduce that cost. And then I think also on the bond side right there is the five-year restructuring on calling that, so a little bit tougher on the bonds but certainly from a bank loan perspective there maybe opportunity there.
Thank you and we have a follow-up question from Charles Strauzer. Your line is open.
Just wanted to go back to Q1 commentary, just on the tough year-over-year comps for the two large proxies you mentioned, can we get a little bit more discussion about how to think about Q1 from what the top line and EBITDA and perspective and also maybe be just a little bit more commentary around how to think about the various segments?
Yes, Charlie so there were a couple of large mutual funds special proxies and again mostly that was print related so we are calling for the year organic revenue growth in that 1% to 2% range we would expect Q1 from a revenue perspective to be down slightly. From an EBITDA perspective there is a lot of puts and takes there but I think if you look at kind of the full-year guidance and spread that over the year should get to pretty close.
Just in terms of Q1 EBITDA year-over-year do you expect that to be down slightly because I mean as to the print your revenues lower margin and each other offerings.
Yes, so I think it's down slightly is not a bad assumption.
[Operator Instructions]. Next, we have Jake Williams from Wells Fargo Securities.
I was hoping if you could expand on the products that you are investing in. Is that more in line with developing existing products are you looking at a creating new products as well?
If each of our customer facing products, so ActiveDisclosure we rolled out 83 late last year or late 2017. We are making incremental investments there and we are adding functionality to that tool, adding some integration with some other products that we currently partner with, and that's been going very well. When you go to FundSuiteArc we made reference last year during 2017 as well as touched down a bit on this call but in preparation for the N-PORT and N-CEN rollout and we've been in market selling that with good success. We have substantially added to that product. And the final product on Venue again with the success we've had there we are investing both in the technology as well as incrementally in sales and marketing.
So those would be the three-main customer facing pieces of software and then we are also adding some additional investment both capital and operating expenses as we talk through on some of the AI and Data Analytics capabilities.
And we have follow-up question from Pete Christiansen.
Just a quick one. I realize there is a kind of counting changes going into effect for next year in terms of reporting operating leases on the balance sheet broadly for public companies. is that something that could be beneficial for your offering or have seen any opportunity with things like that?
So typically, with accounting changes like that and we saw with the 606 adoption we do see some ability both from thought leadership as well as some of our partners that offer solutions and then as well as in our base product to support customers. I wouldn’t point to the lease accounting in isolation and point to that as a major tailwind for us but all of those regulatory changes as we see over time some cut against some cut for us, that’s the one that marginally could have some benefit.
Okay and it appears we have no further questions.
Okay so with that I’d like to thank everyone for joining us. Look forward to catching up in May with the first quarter results and then as we mentioned we will be coming out shortly with an Investor Day details and look forward to seeing you all there. So, thank you, bye.
Thank you, ladies and gentlemen, this concludes today’s conference. Thank you for participating and you may now disconnect.