Karnov Group AB (publ)

Welcome everyone to Carno Group's earnings conference, where we will present the outcome of the second quarter of 2024. Please go to slide two. I'm Pontus Bulusson, president and CEO of the company. With me, I have our CFO, Magnus Hansson, and our head of investor relations, Eik Berggren. Magnus and I will present the outcome of the quarter using a few slides, and then we'll open up for questions. With that said, let's get started with the presentation of the second quarter. Please go to slide three. We deliver on our promises in the second quarter, with solid net sales growth and strong margins improvements. We have expanded our mission critical legal information solutions for our customers, completing acquisitions in Denmark and France for further profitable growth. We have a strong focus on harvesting synergies from our initiatives, while at the same time preparing the launch of new AI innovations. Net sales grew to 623 million SEC in the quarter. The organic growth was 3%, with Region North driving organic growth in the quarter. Sales in Region South were stable in line with previous year. The adjusted EBITDA margin was 21% in the second quarter, a significant improvement. Synergies from our initiatives are coming through as expected. By the end of the second quarter, we have harvested synergies on an annual run rate basis of 7 million euro. I'll dig deeper into the synergies in coming slides. At the end of June, our leverage was at 3.0 times EBITDA last 12 months, a slight increase compared to March as we have completed acquisitions in Denmark and France for further customer value and profitable growth. Let's move over to slide four. Two tailwinds are driving growth opportunities for Carnot Group. The first tailwind is a rising number of laws and regulations, which are also increasingly complex to comprehend. The second tailwind is generative AI, which transforms how professionals work with legal information. Sales growth in the second quarter was driven by two customer segments, the public sector and corporates. We experienced a strong demand from our customers for new AI-driven features and tools across all local markets. And we are preparing the launch of our generative AI platform, which will take place this autumn. Since the last earnings report, we have closed two acquisitions, Schulz Legal Information Business in Denmark and BATIR Technologies in France. The acquisition of Schulz is a business carve out, which provides Carnot Group additional proprietary content, as well as new customers on the Danish municipality markets. The acquisition of BATIR Technologies is another step on our journey to deliver stronger customer value on the French market. The company provides a market leading local tax calculation tool for the French real estate markets. Next slide, please. Our competitive advantage is our extensive proprietary legal content and our long customer relationships. We will create strong customer value with our legal research AI assistance, which we will launch during this year. Next year, we intend to launch workflow features combining our content with our customers' content. This will create even greater customer value. Next slide, please. We have a strong focus on harvesting synergies from our initiatives. The synergies from the region's south integration come progressively over the period. And at the end of the second quarter, the annual run rate synergies amounted to 4 million euro. During the quarter, we have continued harmonizing the organizations. We reiterate our ambition to generate synergies of 7.5 million euro on an annual run rate basis by the end of 2024 and 10 million euro by the end of 2026. Next slide, please. In February this year, we launched our group-wide Acceleration Initiative. The synergies are being harvested in region north and group in the first phase, while synergies in region south are part of the second phase. Our ambition is to generate cost efficiencies of 10 million euro with full effect on run rate basis at the end of 2026. At the end of the second quarter, the annual run rate synergies amounted to 3 million euro. We are currently preparing a rationalization of our business portfolio, which will be completed during the autumn. Next slide, please. In this slide, you can see our two cost efficiency initiatives running until the end of 2026 with the ambition of harvesting efficiencies of 20 million euro in total. And that we now, by the end of the second quarter 2024, have harvested annual run rate synergies of 7 million euro. Next slide, please. I will now comment a little on our segment performance, starting with region south. We continue to progress ahead of plan with the region south integration and the financial performance is in line with our short-term expectations. Net sales are stable compared to Q2 last year, following a progress with product rationalization and optimization of the Spanish sales force. The adjusted beta is improving to our baseline as synergies are coming through as expected. 100% of the Aranzati content is now merged onto the Common Content Platform and we are preparing the launch of the new Joint Product Suite in Spain during the autumn. That launch will also include new AI solutions for our customers in region south. As mentioned earlier, we have acquired the minor business Batyr Technologies to strengthen our customer offering in France. Batyr Technologies will be an integrated part of the Emilia Sans product suite and targets the customer needs within the public sector as well as the corporate market. The solution is sold with a software as a service business model with a very high retention rate. Next slide, please. Region north continues to deliver profitable growth. The growth is driven by increased subscription based online sales, especially within the public sector. While the improved margin is mainly due to synergies coming through from our acceleration initiative and operational leverage. During the quarter, we acquired the carved out Shulz Legal Information business. The acquisition included the IP rights, including customer contracts and content from Shulz. The acquisition has great strategic value as it supports Carnov's development of best in class generative AI solutions. Moreover, the acquisition provides Carnov Group new customers and the Danish municipality markets. So new customers on the Danish market. I'll dig deeper into the strategic rationale on the next slide. In late September, we will launch our legal AI assistant in region north. It has significant interest from customers who are eager to try it out. We are pleased to report that more than 4,000 unique webinar participants across Denmark and Sweden has been with us the latest month. Next slide, please. Our promise to our customers is to be an indispensable partner for all legal, tax and accounting professionals. We shall deliver the highest quality of content, provide a state of the art user experience and support efficient workflows. Acquisition of Shulz is a perfect example of the Carnov playbook to generate greater customer value as well as value for our shareholders. For many years, Shulz has delivered online legal information solutions to Danish municipalities while also addressing the law firm segment. Integrating the business with Carnov Denmark enable us to create even stronger customer offerings and value creation for our shareholders. We acquired Shulz for a cash consideration of up to 481 million SEK, financed by Credit Lines. We expect that the Shulz acquisition will contribute with annual net sales of approximately 83 million SEK and an adjusted EBITDA of approximately 50 million SEK. We believe that the transaction consideration has an attractive multiple of 9.6 times EBITDA. To ensure a smooth integration and customer experience, Carnov and Shulz have agreed on a 24-month transitional service agreement. Our intention is to complete integration sooner than that. Next slide, please. With that said, I will now hand over to our CFO Magnus Hansson. He will tell us more about the financial results in the second quarter. The floor is yours, Magnus. Thank you Pontus.

So let's start with an overview. Switching to slide 13. The net sales grew by 3% in the second quarter reaching 623 million SEK. The growth is driven by increased online sales and legal training. The increased online sales were due to a mix of volume and annual price adjustments. Currency effects have had a slight positive impact on net sales in the quarter. Please go to slide 14. Breaking down net sales on segment level, we see continued strong organic growth in Region North and stable sales in Region South. Organic growth is driven by online sales within the public sector, supported by our EHS businesses and tax and accounting business. As we mentioned before, we expect continued flat sales in Region South throughout the first phase of the integration program. In the second quarter, we have managed to maintain net sales stable despite the significant number of sales reps in Spain made redundant and initiated product rationalizations. Next slide, please. On slide 15, you see the net sales development within online and offline, split into segments. In Region North, the online sales increased by 9% compared to Q2 the previous year and accounted for 95% of net sales in the quarter. In Region South, the online sales declined by 3% compared to Q2 last year and accounted for approximately 75% of net sales in the quarter. Please change to slide 16. Subscription-based sales increased during the second quarter and represent 89% of sales in the quarter. The subscription-based sales also generate a solid free cash flow. Please change to slide 17. The adjusted EBITDA amounted to 132 million SEC in the second quarter. This corresponds to an adjusted EBITDA margin of 21.1%, which is an improvement of a little more than 3% points. Synergies are coming through as expected, while cost of goods sold are decreasing due to increased online sales. Items affecting comparability amounted to 53 million SEC during the second quarter and are related to the integration of Region South as well as groupwide acceleration initiative. At the end of the second quarter, we have harvested synergies within the group of 7 million euros on an annual run rate basis. The effect in the quarter amounted to 1.8 million euros. As earlier announced, we are delivering on our plan to harvest synergies of 20 million euros with full effect on an annual run rate basis by the end of 2026. We deliver on our profitable growth strategy and prepare rationalizations of our business portfolio. Let's move to slide 18, please. Region North has a strong growth trajectory. In the second quarter, net sales amounted to 275 million SEC. Organic growth was 7%. The growth is driven by online sales and we continue to strengthen our market position in the public sector, EHS and tax and accounting. Adjusted EBITDA reached 120 million SEC in the second quarter. This is an increase of 17 million SEC compared to last year. The adjusted EBITDA margin amounted to 43.5%. The improvement is due to two main components. Efficiency from the acceleration initiative as well as operational leverage from increased net sales. The effect on EBITDA levels from the acceleration initiative amounted to 0.8 million euros in the quarter. Please move on to slide 19, which is the Region South segment. Net sales in Region South is flat compared to the second quarter last year. The underlying performance is stable in line with our expectations. We have defended the top line despite optimizing the sales force in spring. The adjusted EBITDA margin reached 10% in the second quarter. The effect on EBITDA levels from the Region South integration amounted to 1 million euros in the quarter. On an annual run rate basis, the harvested synergies amounted to 4 million euros by the end of the quarter. Moving to slide 20, which presents segment group functions. Group functions consist of the functions taking responsibility for group-wide tasks. Expenses in the second quarter was 22 million SEC compared to the 19 million SEC in the first quarter. Please move on to slide 21. The adjusted free cash flow reached 14 million SEC in the second quarter, which is an improvement of 29 million SEC compared to the second quarter last year. The lower free cash flow yet today compared to last year mainly relates to tax payments in the first quarter. The leverage was three times EBITDA last 12 months at the end of June, meaning we are in line with our financial targets. I am now handing over to Pontus again, who will present our last slides. Thank you Magnus.

Please switch to slide 22. Kano Group delivers on the profitable growth strategy in the second quarter. We continue to expand our mission-critical legal information solutions for our customers, creating value for all stakeholders. These are our highlights of the second quarter. We have an organic growth of 3%, driven by growing customer bases in the public sector and among corporates. Synergies are coming through as expected. We have decreased the cost base by 1.8 million euro compared to Q2 last year, and the annual run rate synergies amounted to 7 million euro by the end of the quarter. We continue to expand our mission-critical legal information solutions through value-accurate acquisitions in Denmark and France this quarter. Please go to slide 23. And by this I'll end our presentation and we are now ready to take your questions, so I'll hand over the conference again to our host.

If you wish to ask a question, please dial £key 5 on your telephone keypad to enter the queue. If you wish to withdraw your question, please dial £key 6 on your telephone keypad. There are no questions at this time, so I hand the conference back to the speakers for any closing comments.

Thank you and thank you everyone for listening. We will disclose our Q3 report on the 6th of November, and we hope to hear from you then if not earlier. Thank you and have a lovely day. Bye.