ROP - NASDAQ

Good morning. The Roper Technologies Conference Call will now begin. Today's call is being recorded. All participants will be in a listen-only mode. [Operator Instructions] I would now like to turn the call over to

Good morning, and thank you all for joining us as we discuss the fourth quarter and full year 2024 financial results for Roper Technologies. Joining me on the call this morning are Neil Hunn, President and Chief Executive Officer; Jason Conley, Executive Vice President and Chief Financial Officer; Brandon Cross, Vice President and Principal Accounting Officer; and Shannon O'Callaghan, Senior Vice President of Finance. Earlier this morning, we issued a press release announcing our financial results. The press release also includes replay information for today's call. We have prepared slides to accompany today's call, which are available through the webcast and are also available on our website. And now if you please turn to Page 2. We begin with our safe harbor statement. During the course of today's call, we will make forward-looking statements, which are subject to risks and uncertainties as described on this page in our press release and in our SEC filings. You should listen to today's call in the context of that information. And now please turn to Page 3. Today, we will discuss our results primarily on an adjusted non-GAAP and continuing operations basis. For the fourth quarter, the difference between our GAAP results and adjusted results consists of the following items, amortization of acquisition-related intangible assets, transaction-related expenses associated with completed acquisitions, a charge related to the settlement of the PowerPlan 2020 litigation matter, and lastly, financial impacts associated with our minority investments. Reconciliations can be found in our press release and in the appendix of this presentation on our website. Now if you please turn to Page 4, I'll hand the call over to Neil. After our prepared remarks, we'll take questions from our telephone participants. Neil?

Thank you,

Thanks, Neil. Let's turn to page 7. We had an excellent finish to 2024 with Q4 being our highest revenue quarter of the year at 16%, bringing us just -- to just under $1.9 billion. Acquisitions contributed a solid 9% as a full quarter of Transact is flowing through, along with sequential gains realized at Procare. Organic revenue grew 7%, with our software segments coming in line with expectations and our tech segment slightly outperforming as I'll discuss shortly. EBITDA of $744 million was 13% over prior year and represented 39.6% of revenue. Core EBITDA margin, which excludes the impact from our 2024 acquisitions, was down 30 basis points compared to prior year. Of note, some of our software businesses, mainly within our AS segment took $9 million of targeted and opportunistic restructuring actions, which they absorbed in the fourth quarter and which will better position these businesses going forward. DEPS of $4.81 was above our guidance range of $4.70 to $4.74 despite the costs associated with the restructuring. So, all in, a very good quarter. Now, we'll flip to Page 8, where I'll briefly cover our Q4 segment performance. Application Software posted 24% revenue growth with an 18% contribution from acquisitions and 6% from organic growth. Importantly, organic recurring and reoccurring revenue grew 8% in the quarter and the year, led by double-digit SaaS growth as customers move from on-premise to the cloud. EBITDA margin of 41.5% includes our 2024 acquisitions that come into Roper at lower margin, but provide greater opportunity for margin expansion over time. Core margin is 30 basis points over prior year on a comparative basis. Turning to Network Software, revenue growth of 3% was in line with expectations and an improvement over the last couple of quarters as our freight match business returned to growth. Neil will unpack the dynamics of 2025, but we expect the segment to post mid-single-digit growth in the year with exit velocity above that range. EBITDA margin here was a spectacular 57.4% in the quarter. DEPS finished strong with 12% revenue growth in the quarter. Verathon capped off a terrific year with record revenue, EBITDA and cash flow. Also, Neptune had outstanding operational execution across both mechanical and ultrasonic product lines. And EBITDA margin here was 20 -- 120 basis points over prior year at 34.8%. All right. Now, we'll turn to Page 9, where we'll look at the full year results. All in all, this was a great year for Roper. We delivered on our long-term growth algorithm with mid-teens revenue and free cash flow growth. This is underpinned by a balanced contribution of acquisition and organic revenue growth, which combined came in at 14% to print at just over $7 billion of revenue, a new milestone for Roper. Our disciplined capital deployment strategy generates consistent and repeatable performance, which has been demonstrated over time and is what our investors can expect going forward. Organic growth is also repeatable and fortified and we're well positioned for further improvement. As Neil mentioned, we ended the year with $4.6 billion of software recurring and reoccurring revenue that we expect to organically grow in the high single-digit range in 2025. Further, it's a good time to remind everyone that over 85% of our revenue is in the US, which limits currency and potential tariff risk, while capturing domestic opportunities that lie ahead. EBITDA of over $2.8 billion was 13% versus prior year with EBITDA core margin consistent with the prior year. So, clicking into margins and operating leverage a bit. Core segment operating leverage was strong at 49% and including corporate G&A was 41%. We made significant progress in 2024 to build out expanded capital deployment and growth capabilities. So, we see that continuing in 2025, but then moderating in 2026 and beyond with a return to leverage on corporate G&A. Most importantly, free cash flow was outstanding in 2024, as Neil had mentioned, coming in at nearly $2.3 billion and up 16% or $320 million over prior year with 32% free cash flow margins. We finished the year above expectations, which positions us quite well going into 2025. And just looking back since 2021, our free cash flow has compounded 14% if adjusted for Section 174 that went into effect in 2022. We are really pleased with the steady and consistent growth in cash flow. And as we move forward, we expect free cash flow margins of 30% or more. So, beyond the numbers you see here, we see great things happening within Roper. We have significantly enhanced and expanded our capital deployment team and processes. Additionally, our multi-year focus on talent is really taking shape as we're feeling the best business leaders in our history. And now we're starting to see those leaders hire great leaders. This is resulting in more data-driven strategies and more deeply connected operating plans that give us confidence and long-term acceleration of organic growth. Reflecting on my 18 years with Roper, I can say this is a banner year for both strategic and operating progress. Now, let's turn to Slide 10 to discuss our balance sheet. As I mentioned earlier, Q4 free cash flow was better than expected with 15% growth over prior year. Additionally, we exited our minority position in Certinia this quarter. As a reminder, Certinia is a professional services automation software company. We partnered with PE firm [Haveli] (ph) to execute on a successful first chapter of a value creation plan. And in exiting our position, we received $246 million of proceeds, which is a 2x multiple of our invested capital over a 14-month period. So, a terrific financial outcome and a great learning opportunity to apply as we look at businesses that have higher growth profiles and profitability improvement potential. Thank you to the team at Haveli for the opportunity to partner and learn. At quarter-end, our net leverage was 2.6 times and as of today, we have near full access to our $3.5 billion revolver. So, this plus our strong projected cash flow provides us with over $5 billion that we can deploy toward high-quality acquisition opportunities this year. And just to note, 2024 market activity was a little quieter than we originally expected. Despite this, we were able to deploy $3.6 billion for some great vertical market software businesses, highlighted by Procare and Transact. In 2025, we believe the logjam should break free from our direct conversations with PE sponsors and from what many are stating publicly, there is a pressing need to provide liquidity to limited partners. Therefore, we anticipate being very busy this year on the deal front. So, with that, I'll turn it back over to Neil. Neil?

Thanks, Jason. As we turn to Page 12, let's review our Application Software segment. Revenue for the year grew by 21% in total and organic revenue grew by 6%. EBITDA margins were 43% and core margins improved 40 basis points in the year. We like what we're seeing across the businesses and the segment. From a market perspective, we exit '24 in a much improved state and enter '25 with momentum, which is highlighted by our second half organic bookings growing solidly in the double-digit area. In addition, the recurring revenue base and retention levels remain quite healthy here. Another thing we like across this segment is the amount of business and talent building that occurred throughout the year. For example, Deltek made meaningful investments in their cloud tech stack, specifically with GenAI investments and saw meaningful improvement in enterprise bookings during the second half of the year. Importantly, this all occurred during our planned and scheduled CEO succession from Mike Corkery to Bob Hughes. Similarly, Aderant was super good throughout 2024, while furthering their product lead with meaningful GenAI deployments and cloud migration activity. In 2024, Aderant was our leading net retention business, reflecting their strong market position, innovation capabilities and strong customer intimacy. Vertafore was superb in delivering their enterprise capabilities to the largest customers in the market while seeing compelling and steady bookings throughout the year, leading to consistently strong ARR growth. As it relates to PowerPlan, Joe and the team there did an excellent job deploying their first cloud-native product and migrating several critical industry-leading customers to this product. As a result, PowerPlan's ARR growth was the best in its history as the market continues to respond to PowerPlan's innovation. As discussed at the onset of the call, we successfully deployed $3.6 billion towards vertical market software acquisitions with the largest two being Procare and Transact Campus, both rolling up into this segment. Both are off to a solid start and we look forward to their meaningful contributions to the segment and the enterprise in the many years to come. Remaining businesses in this segment posted solid organic gains. Great job by our leaders and teams in this group throughout '24. We're proud of you and your accomplishments. Now turning to the outlook for '25, we expect to see consistent levels of organic growth towards the higher end of the mid-singles range. For the first quarter, we expect margins for this segment to be down year-over-year on a reported basis, similar to Q4 as Transact Campus acquisition revenues come in at a seasonally lower rate. Please turn with us to Page 13. Organic revenue in our Network Software segment grew 3% for 2024. As we've discussed all year, our network growth rate was impacted by the market in our freight matching businesses and the riders and actor strikes related to Foundry. Excluding these businesses, the segment grew in the mid-singles area, which demonstrates the underlying quality of this group. EBITDA margins continued to be strong at 56.1%. Similar to that of our Application Software segment, we're excited by the progress made across this group of businesses. For example, while DAT navigated difficult freight market conditions, Jeff Clementz, our new DAT leader, did a tremendous job advancing the tech stack and market position of DAT. Of note, our network has never been more resilient and the threat from fraudulent actors has been meaningfully mitigated. During the fourth quarter, we completed the DAT bolt-on acquisition Trucker Tools. Trucker Tools is a perfect complement to DAT's offering, providing real-time visibility to the DAT network participants. As a reminder, DAT's strategy is to capitalize on its market leadership, providing continually increasing value to both sides of the freight network, helping to drive higher retention and enhanced network monetization. Very similar story at Foundry. While a difficult financial year due to the market conditions related to the strikes, Foundry continued to innovate at an accelerated pace with particular focus on GenAI and computational AI based features. This is one of the significant benefits of the Roper operating model. When one of our businesses hits a market issue, we continue to invest, if not accelerate investment, so we can be the primary market share benefactors when the market recovers, and this was certainly the case with DAT and Foundry in 2024. We like what we saw across the balance of the companies here. By pipeline, aggressively upgraded their talent, better aligned their organizational structure with their customers' needs and had very solid ARR growth in 2024. ConstructConnect, where we executed another planned succession to Buck Brody as Matt Strazza took the reins at Frontline was super in the year. This organization continues to be a learning organization, improving lead-generation quality and conversions, which led to solid revenue and ARR growth. Importantly, ConstructConnect is building a set of potentially transformative products leveraging AI technologies. Finally, the alternate site healthcare software businesses were once again solid in the year. As we turn to the outlook, we expect to see revenue growth improve to be in the mid-singles range for the full year, benefited by DAT’s network value capture and consistent performance across the remainder of this group. Given improvement throughout the year, we expect our 2025 organic exit run rate to be north of the mid-singles area. Organic revenue growth in the first quarter will be a bit lower than the full-year in the low-singles range given the Q1 comp created by MHA a year ago. Prior to turning to our tech segment, we'd like to spend a moment talking about the significant strides we made with our GenAI development and deployment over the last year. As you know, each of our businesses primarily competes on the notion of customer intimacy. This intimacy or super deep knowledge of our customers' businesses, needs, and workflows is the unique and competitively differentiated advantage of Roper and our businesses. Now that GenAI LLMs are improving in fidelity and becoming increasingly more commoditized and cost effective, we are laser focused on combining our intimacy, deep reservoir of data and these GenAI technologies to innovate and deliver compelling solutions and we made meaningful steps in this direction in 2024. To name some, GenAI product assistance at Deltek and Aderant. The beginning of automated and specific client compliant time series -- time entries at Aderant, real-time fraud detection at DAT, post-production content creation automation at Foundry, automated construction takeoff at ConstructConnect, insurance forms automation at Vertafore and many more exciting GenAI technology deployments throughout 2025. The future is exciting in this regard, for sure. Now, please turn to Page 14 and let's review our tech segment's full-year results. Revenues here grew 9% on a total and organic basis and EBITDA margins came in at 35.2%, just great results here. We'll start with Verathon, which was simply awesome in '24. Verathon's strength is driven by the team's exceptional level of discipline, discernment, and tenacity. Throughout 2024, Verathon just won in the marketplace, becoming the market share leader in the US for single-use bronchoscopes and extending their global market share lead in video laryngoscopy. Obviously, we continue to be bullish about Verathon and their future. For the full year, Neptune was very, very good. They continued to see strong ultrasonic static meter demand and increasing adoption of their meter data management software offerings. And from an operational and market momentum view, they're exiting the year stronger than ever. Great job by the Neptune team. NDI or Northern Digital returned to growth in Q4 following a very challenging year due to the difficult comparable that resulted from a large customer product launch in 2023. Good things in the future for NDI. Finally, CIVCO and IPA ended the year with very good, if not great, financial results. Congrats. As we look to 2025, we expect to see high single-digit revenue growth for this segment. So, with that, please turn with us to Page 16. Let's turn to our Q1 and full year 2025 guidance. Based on what we previously discussed in the segment overviews, we're initiating our 2025 financial guidance to grow total revenue north of 10%, which excludes any future capital deployment benefits. Embedded in this guide is organic revenue growth in the 6% to 7% range. Finally, we expect full-year adjusted DEPS to be in the range of $19.75 and $20. Our guide continues to assume a full-year effective tax rate in the 21% to 22% area. For the first quarter, we expect adjusted DEPS to be between $4.70 and $4.74 as we absorb lower acquired margins in Application Software and a tougher comp in our Network segment. Now, please turn with us to Page 17 and then we'll open it up for your questions. We'll conclude with the same three key takeaways with which we started. First, our cash flow growth was strong, once again demonstrating our consistent and durable compounding capability. Second, we entered 2025 with improving momentum. And third, we now have over $5 billion of acquisition firepower at a time when the M&A markets are becoming increasingly more attractive. As it relates to our cash flow compounding model, we grew free cash flow 16% on the back of 14% total revenue and 6% organic revenue growth. Our M&A capability deployed $3.6 billion towards vertical market leaders, which helped drive our compounding flywheel but also improved the quality of our portfolio. Importantly, our fundamentals are strong and we exit the year with quite positive momentum. We saw a reacceleration of our fourth quarter organic revenue growth to 7%, also on a full-year basis, we grew our enterprise software bookings in the double-digit area, better in the second half, and continue to see high single-digit growth in our $4.6 billion recurring and reoccurring revenue base. Importantly, our enterprise continues to get better as we grow. In 2024, we upgraded key leadership talent, a few of which we highlighted earlier, we expanded our capital deployment capabilities and capacity, advanced our operating model and made meaningful strides developing and deploying GenAI-based solutions. Finally, we are very well positioned with more than $5 billion of available M&A firepower to deploy capital towards leading vertical market software businesses. The M&A markets are very active and appear to be accelerating pace given the increasing pressure limited partners are placing on their private equity GPs for liquidity. Our M&A team is very busy cultivating and building our robust pipeline of attractive acquisition opportunities. As usual, we're excited to pursue these opportunities with our unbiased and disciplined approach. Now as we turn to your questions and if you could flip to the final slide, our strategic compounding flywheel, we'd like to remind everyone that what we do at Roper is simple. We compound cash flow over a long arc of time by executing a low-risk strategy and running our dual threat offense. First, we have a proven powerful business model that begins with operating a portfolio of market leading, application specific and vertically oriented businesses. Once the company is part of Roper, we operate a decentralized environment so our businesses can compete and win based on customer intimacy. We coach our businesses on how to structurally improve their long-term and sustainable organic growth rates and underlying business quality. Second, we run a centralized process-driven capital deployment strategy that focuses in a deliberate and disciplined manner on cultivating, curating, and acquiring the next great vertical market-leading businesses to add to our cash flow compounding flywheel. Taken together, we compound our cash flow over the long arc of time in the mid-teens area, meaning we double our cash flow every five years or so. So, with that, we'd like to thank you for your continued interest and support and open the floor to your questions. Operator, please go ahead.

[Operator Instructions] And our first question comes from the line of Ken Wong of Oppenheimer. Your line is now open.

Fantastic. Thank you for taking my question. I just wanted to ask about that 6% to 7% organic growth outlook. How clean is that number? Are there any notable one-off headwinds, tailwinds that we should be thinking about that's impacting that from getting to the steady state?

Hey, Ken, this is Jason. Thanks for the question. No, nothing one-time in nature. We did talk about just in the first quarter in our NS segment, we talked about this last quarter, our MHA business had a one-time thing that sort of popped through. So little bit lower organic growth in the first quarter at AS and NS. But then that will start to pick up as we talked about high single-digit recurring revenue. That will be more in Q2 through Q4. So, as you think about Procare coming in organic in the second quarter and then just some of the bookings we talked about in the second half converting into revenue sort of more in the late first quarter, early second, that -- you'll start to see that inflect up. Nothing really unusual in our tech segment. We still expect strong growth across the enterprise. And I think we've said this before, this 2024 is kind of our cleanest baseline year since 2019 with just all of the COVID and supply chain noise that we experienced. So we feel good about the setup for this year.

Okay, fantastic, Jason. And then just a quick follow-up. As far as unclogging the M&A logjam in '25, as you look at the pipeline of potential deals, any preference for growth bolt-ons or looking more standalone category leader types?

Yeah, Ken, it's Neil. I'll take that one. So, our team and we talked on the prepared remarks, we added a fair amount of capacity and capability in our M&A group this past year and they've done a lot of state work, building a lot of relationships with sponsors, with companies directly, both on the platform side and on the bolt-on side. Now when you got $5 billion to deploy, we'll be able to do everything that makes sense from a bolt-on point of view and then hopefully find one or two platforms. Sort of, is very situation dependent, but yeah, it will be a balance between the two.

Perfect. Thanks a lot.

Thank you so much. And our next question comes from the line of Joe Giordano of TD Cowen. Your line is now open.

Hey guys, good morning.

Good morning, Joe.

So like coincidentally, the water companies at my house literally right now putting in a new Neptune meter. So I hope that's factored into the next quarter guidance there for you guys.

Static or mechanical?

That’s right.

I'll see what it looks like when she's gone. Great. So it was good to hear some of the AI tools you guys are deploying here. I was wondering if there's a way to quantify either in terms of ability to price differently and charge for new capabilities and what it's done there or what it's done internally for you guys in terms of margins and making your businesses more profitable and more efficient.

Yeah. So, I'll say in '24, it was a great year of learning, early momentum. We went through seven or eight examples of things we're in the market with from a product point of view. But the momentum is just -- is just -- is just building from here. Very encouraging breakthroughs, obviously that the world is focused on this last week, which makes the models even cheaper, more commoditized, which means you can deploy them in more specific use cases for lower costs. So it's got our teams thinking we're just on a call with several of our CTOs yesterday on what their early thoughts are there. So it's super encouraging about the future. I will tell you in terms of the specific mathematical, can we point to it in '24, it's very hard to point to. We got this many millions of revenue or we saved that many millions of costs, but there is definitively a halo effect where we've seen bookings increase, for instance, at Amazon, that's funny, at Aderant and because they're the leader on this, we've seen bookings pick up at Deltek because of the Dela assistant that they have. And on the productivity side, real breakthrough gains on customer support, starting to see gains on the R&D side, but we're not looking at it initially from a -- how do we take cost out of the enterprise, we look at it about how can we serve our customers more efficiently and how can we chew up more of a roadmap, right? How can we have -- take the productivity to be offensive is how we're thinking about it.

Yeah, that all makes sense. And then follow-up, the one business that I guess people are a little concerned there might be some sort of headwinds just from a US policy standpoint could be like the GovCon piece of Deltek. Just curious what you've seen there and if that's a valid concern or if it is like how does that play out?

Yeah. So, Deltek and their customers, which are federal government contractors, US contractors and DOGE and all the policy, it's super early to know really how it's going to shake out. And I'll tell you, the guiding principles of DOGE, a couple that are important is the accountability for contractors are going to increase. Pricing models may change to be more performance based, they may have to modernize their systems. All that plays into the strengths of Deltek because with more accountability, it's going to be more audits compliance. We just acquired a wonderful company called ProPricer, which is about how do you manage more performance-based pricing. So that feels pretty good. But it's very early to know at the end of the day how this will flow. Importantly, bookings and government contracting in Q3 and Q4 and activity through the first part of Q1, at Deltek, [government] (ph) contracting have been quite robust. So the customers speaking with their wallets at least through this have seemed relatively bullish about the opportunity.

Okay. Thanks, guys. Appreciate the color.

Thanks.

Thank you so much. Your next question comes from the line of Joe Vruwink with Baird. Your line is now open.

Great. Hi, everyone. Thanks for taking my questions. Neil, just following up on your AI comments, so we've heard recently from some of the large enterprise vendors, horizontal vendors that this ends up being quite positive thinking about what we've seen from small language models, you commoditize the model, you're able to differentiate at the business process later. I would say in Roper's case, you're typically dealing with, I would say, more unique and regulatory burdensome business processes. Does AI make it easier for others to come in and tackle those or do you think because you're the incumbent, you have the starting product focus, you have the distribution that you would expect you end up deepening your moats because of the progress that's happening in the model space?

So, we're super paranoid on this question and engaged with our companies all through '24, through the AOP process, through the strategy process precisely on this question. Where we land on it is that we're in a very good position to be the winner. And it's really -- I tried to comment it in the prepared remarks for a couple of reasons. One is, we are really intimate with our customers. I mean, this is not, for instance, I'll use the Aderant example. We're not about how do you create a project-based professional services bill. We're about how does a specific law firm create a specific bill for a specific client that's compliant to that client's billing requirements. It's a very nuanced, specific thing. And as we talk about intimacy, that's what we talk about. So at the intersection of the intimacy, the intersection of the data we have and now with the new enabling tools, we believe that we're uniquely advantaged to be able to solve problems that here before haven't been able to solve -- be solvable with the technologies available at the time. The other thing that's important to note, at least in our verticals we participate, we are in every one of our companies, we are the market share leader. We have relevant market share advantage of, in some cases 1.2, in other cases, we're twice or 2.5 times the size of next largest competitor. So we have scale advantage in these small niches to be able to make these investments. And so we like the course of travel, but we're going to remain vigilant and paranoid and encourage and press our companies to make the investments at the -- at a pace that makes sense to be able to compete and win.

Okay. That's great color. On the outlook for next year, I would imagine you are run rating high-teens bookings going forward, but the last few quarters now have been pretty impressive. I think if you just run rate double-digits, it probably gets to something better than a mid-single-digit outcome for AS organic. I guess, are you starting the year baking in any sort of hedge? I know you just addressed Deltek, but maybe any risk points that are a consideration and if the risks aren't borne out, you maybe get raises later on.

Yeah, Joe, it's Jason. I think we finished 2024 at 5.6% to be exact on AS. And I think we had strong gross revenue retention in the year, we had good bookings in the second half of the year. So that's all part of the growth equation. So, we think we're going to be better than that. And I think it's just we're going to want to see how the first half plays out. I mean, obviously, I think if you think about the year, again, Procare is going to roll organic in the second quarter, so that will help the growth rate. But yeah, I think if we continue to see the momentum we saw in the second half, there could be some chance for upside. But how that converts to revenue is a little slower than just immediate impact unless it's perpetual. The one upside I would say in the year is if GovCon Enterprise remains strong and there's a bias to perpetual, which candidly, we hope there isn't just over a long term. But if there is, then we could have some upside there for the year.

Thank you.

Thank you so much. Our next question comes from the line of Terry Tillman of Truist Securities. Your line is now open.

Yeah. Hey, Neil, Jason and

Okay. So, Terry, we'll do our -- I'll do my best to hit all the points you just raised there. So, first, I would say from a macro point of view, compared to where we were this time last year versus now, we certainly feel it's a more stable outlook for the macro, which is positive for sure. Jason mentioned -- I mentioned in the prepared remarks, we think -- we attribute a lot of the success we're having to having better leaders with more precise choice-based, right-to-win-based strategies and an execution model to be able to deliver. And so where we've been able to mature this and have these methods and means be in place the longest, we are seeing the benefits. And it's clear and obvious. It's a great part of Roper. It takes a little bit of time for all this to work because there's no fast way to build enduring sustainable improved organic growth rate, but it happens methodically over time and we continue to turn that crank. The examples in that would be certainly what we're seeing at Deltek, Aderant, PowerPlan, DAT, ConstructConnect, to name a few. I mean, there's other -- Verathon for sure, NDI, there's -- I mean, you can go through the list and every company is getting better, but those are some of the highlights in terms of where the -- all this is really starting to sort of click and we're seeing over the long -- a medium arc sort of acceleration organic. And then I think there was a question -- I don't know if it's just a general question about SaaS conversions, we continue, that's a longer-term growth driver for us. There's still north of $900 million of on-premise maintenance that we're in the process of productizing and moving to the cloud at north of 2 times clip in terms of ARR. And so that's a nice tailwind. The amount of perpetual has been going down over time. So, to the extent there's a J-curve, we've sort of just -- it's embedded in our results over the last few years. And so it's a nice longer-term tailwind.

Yeah, thanks for that. And then just Jason, as it relates to DAT, I don't know if this is -- maybe this is a hard question, but pricing and packaging and value kind of monetization with some of the initiatives, when would that actually start hitting and how impactful? Thank you.

Sure. Yeah. So I think in the fourth quarter, they had an action on half of the market or half of the side of the network and then there'll be another one sometime in the first half of this year probably and then a little bit more at the end of this year as well. So, and it all relates to what Neil talked about, which is just increasing the sort of the safety and the reliability of the trading partners on the network, just what we're doing from a fraud perspective and performance perspective on the load board. So just continuing to innovate. There's more innovations coming. A lot of releases they're going to have this year. So we're really excited about what's happening at DAT.

While we're just on DAT, I'll put a plug in for this small bolt-on we did in the quarter, Trucker Tools. We think this one has the potential to just be a terrific adder to the network, real-time visibility to all the network participants. We have the concept of having the customer base we have on the carrier and the broker side and then delivering more value to both sides in which of the network with Trucker Tool does and being able to monetize it from there, really exciting potential with this bolt-on.

Thank you.

Thank you. Our next question is from the line of Brent Thill of Jefferies. Please ask your question.

Good morning. Neil, when you think about AI, it just seems like there's a distracting light among some of the software buyers and trying to figure out what to do with that. Are you seeing any of that distraction in your engagements, and the sales engagements or is this year verticals more insulated, they're more focused on the business value, the AI piece is more back-burner. How -- what are you seeing from that -- the CIO behaviors?

Yeah, we've also been asking that question quite a bit and we've not seen a distracted, I mean, maybe in the first half of last year when this was all new and everybody was just canvassing like hold on what's going on. That was part of the first half macro that was going on as part of that interest rates, economic inflation, all that. But as of late, there's been none of that. And I would attribute the root cause of that to be, we are the system of record for the vast majority of what our customers do and they're looking to us to enable -- take the enabling technology of GenAI and then apply it to very specific settings. They don't have a competing large SAP or large whatever that we [indiscernible] next to, we are the system of record or we are the system that they need to operate the network or get their lead generation or whatever it might be.

Okay. And I appreciate kind of your comments on M&A and the magnitude of things that can unlock this year. I guess that this kind of the area around focus and what you're focused on, I know you can't tell us the lanes you're going, but should we expect kind of similar lanes? Are you open to doing something different than you've done in the past? How do you think about kind of the direction given the magnitude of the M&A cleanup that seems to happen in the industry this year?

No, we're always have been and we'll continue to be like wildly focused on what it is that we do, right? So for platforms, it is small market, vertical market leaders that have enduring competitive advantage. You can understand and observe the competitive forces that is the leader that has growth that is compelling to us where we can and potentially add more capital to bolt-ons. I mean, that is what we do and we will continue to be business pickers first and foremost and not sort of be thematic vertical investors like we want to put X dollars into this theme, we're just going to always be business pickers. Now where that ultimately takes us, it's to be determined based on how the deals manifest over the course of the next year or two.

Great. Thanks.

Thank you. Our next question comes from the line of Deane Dray of RBC Capital Markets. Please ask your question.

Thank you. Good morning, everyone.

Hey, Dean. Good morning.

Good morning.

Hey, I know it's not a big dollar amount, but you did call out that $9 million of restructuring. Could you expand on that, like how many businesses, what's the payback? And I'm really interested in the genesis of this. I'm guessing this had nothing to do with headquarters. This was all bottom-up, but just be interested in how it was initiated.

Yeah, I can take that, Dean. So yeah, it was a couple of businesses. It was mostly in our AS segment and the largest was at Deltek. And I think just this coincides with Bob Hughes coming in, taking a look at where they want to make some reinvestments back in the business. So obviously, going to get some flow-through in 2025, but we'll have some reinvestment back into things like product, things like growth. And so that was just an opportunistic opportunity to do that. And then we had a couple -- I guess had a couple of smaller ones too, where it was again just having a good finish to the year and wanted to just make sure that they could take some actions rolling into '25.

I would just characterize it as good healthy belt tightening.

Good to hear. And just separately, could you give us an update with any kind of specifics regarding the Transact integration with Seaboard. Just what kind of initiatives, where and how might that play out during the course of this year?

Sure. So, so far, it's going really well. We've identified the $20 million of cost synergies and those will mainly start rolling through in the first quarter of this year. So that's going well. The team has been set and they've actually added some new capabilities, the executive team, they've got a new Head of Services that just joined -- that's part of the value creation plan is sort of creating a -- as they're moving a lot more customers to the cloud with their campus ID solution, having a professional services organization that can manage that in a accretive way. And then just really, I think overall, making a lot of progress on the integration, we've underwritten an ERP that's going to cut across the business and that should create efficiencies over time, not immediately, but over time. And so yeah, we're excited about. I think the feedback from the market has been really positive around whether they're going from a product roadmap perspective, showing what the cloud native solution can do from Transact. And so I think it's not only the Transact customer base that's on-prem is excited, but now you're increasingly seeing the Seaboard customers saying, hey, this is the right way to go. And so we think that's just going to create some great cross-sell tailwinds in the next couple of years here.

Great. Thank you.

Thank you. Our next question comes from the line of Scott Davis of Melius Research. Your line is now open.

Hey, good morning, guys.

Good morning, Scott.

Hi, the last few quarters kind of sequentially, you've gotten increasingly more positive on M&A and the outlook and such and you certainly were active over the last year as well. But would -- this is kind of a unique situation, it feels like in '25. Would you consider issuing equity, Neil, if the opportunity set were wide enough, where it would make sense?

So, obviously, the first source of capital is going to be the $5 billion in our balance sheet and our debt capacity. If the market then at that point continue to present very compelling deals to us, then certainly we would consider the use of equity, but the bar is higher, the return bar is higher, the asset quality is even higher because the cost-of-capital is higher. So that all goes into the decision-making process. But let's be clear, we will be delighted to be able to deploy the $5 billion that we have we have. That drives the compounding machine for us. I mean even in difficult years, let's just let's make this clear for the record. I mean, in the years where there wasn't a lot going on in the last couple of years, we got our work done as well. So that's where our relationship sort of always being in the market sort of benefits us maybe even the most is when the times are not as good. And so we'll just be steady deployers of capital through good times and bad.

That's right. And I'd also just say that the metabolism of all these assets in private equity is not going to be immediate. It's going to take more than a year for that to happen. So, I don't think it's going to be all at once.

This will not clear in '25. It will be a '25 and '26 clearing for sure.

Okay. So, there's no sense of panic on the other side. Okay. I got you. All right. And just kind of a -- you guys have been talking about talent upgrades, I don't know, for maybe more than a year or so, but when you think about talent and what do you think about kind of a ratio of internal -- when you're filling jobs, external versus internal, do you feel like you're building enough internal talent? You kind of mentioned that the winners hire winners and I certainly believe in that. But do you guys think about that, like how that fill rate should be internal versus external or if there's some optimal or mostly external just given your business mix? Just kind of curious how you think about that.

No, we're for five or six years, been really deploying aggressively what we call our talent offense that's focused on selection of talent, development talent, and the engagement of talent. And we have, as we've talked about widely and often, we have the attributes, the behavioral attributes of our field leaders that need to be competitive, curious learners that can think long-term and make that long-term actionable today and then be completely geeked up and excited to build the underlying capabilities of the business or behavioral attributes we look for. So we started this, we had to go outside, right? But then the development part of this talent offense has been -- its early signs are encouraging, right? So we have Strasa that moved to frontline. We got Brody that that's now leading ConstructConnect. By the way, Brody started in the Roper office with the CFO in Antibiotics and DAT, then ConstructConnect and now is the CEO of ConstructConnect. And so it would not surprise me if there were other leadership moves within the portfolio as the bench, if you will, gets deeper and broader and better and that's always going to be our first-call. If you think about it just from a risk management point-of-view, Scott, when we were needed to sort of replace the -- upgraded talent at Frontline, we're able to move Stras into frontline, the CFO, Brody to the CEO of ConstructConnect, the Head of FP&A to the CFO, and then we go out to the market to hire an FP&A leader versus a CEO of one of our larger businesses, right. So, risk management point of view, it works all-around.

Good color. Congrats on the quarter. Good luck this year, guys. Thank you.

Thanks so much.

Thank you. Our next question comes from the line of Steve Tusa of JPMorgan. Your line is now open.

Hey, good morning.

Hey, good morning, Steve. It's good to hear you -- hear from you.

Really strong cash in the quarter. Obviously, 32% is above 30%, but it's meaningfully above 30%. Are you at some point going to change that algorithm or is there something about the 32% that was a bit overdriven in the fourth quarter? And then how do we think about that? Should we think about that as kind of normal seasonality this year for you guys as we move into the first and the second quarter on cash?

So, yeah, I mean, this was a really strong renewal season for us. If I had to call out specific companies, I mean, Deltek and Aderant just drove down record DSO and even Strata emerging from the integration with Syntellis, they sort of got everything in line by the end of this year and had just a great finish to the year. Verathon and Neptune were all so spectacular. So, just great work here, a little bit better than we thought. So it may come a little -- might come out of Q1 just a little bit. So -- but nothing super unusual. I'd just say on the non-operating front, we did issue a couple of billion of new bonds and our first coupon payment will be due in like, I think, February and April of this year. So that's more of a '25 versus '24 item. But I mean, overall, it's just a really strong year.

Yeah. And then just one last one for you, Neil. You guys are clearly making some progress on integrating AI. Are there any businesses where I'm sure you're -- in your reviews, you've asked a lot to these questions. But is there any businesses where you see perhaps threats where at the margin, you guys are obviously on the watch for any incremental competition coming from this and disruption? And any signs of that whatsoever and obviously, you guys are reacting by investing. But what are you seeing from that perspective for businesses that have always been very strong and had relatively high market shares?

Yeah. So I would say, we spent a lot of time at the portfolio level worrying if there is an existential threat at the portfolio level. And last year, there was one company that we had on the watch list, did the work and they moved them off the watch list from a threats point of view. Actually think it's medium to long-term a tailwind now that we understand the landscape and the IP ownership landscape better than a year ago in that end market. And then I would say, hey, in certain of our verticals, are there teeny-tiny start-ups that are doing very bespoke small AI things, yes. But all the customers are actually want to consolidate vendors, not proliferate vendors. And so it just gives us an opportunity to sort of be the benefactor of the winner because of that trend.

Yeah, that makes a lot of sense. All right. Thanks for the answer. Appreciate it.

Thank you. The next question comes from the line of Julian Mitchell of Barclays. Your line is now open.

Hi, good morning. Maybe just wanted to start with any color on the EBITDA margin outlook. There's been a lot of revenue related questions, but in 2024, I think the core margin firmwide was flat, headline including acquisition down a touch. So as we're thinking about 2025, should we think about sort of core margins maybe up slightly and then the headline margin flat and that sort of back-half loaded with first half margin down year-on-year and then up in the back half. Is that the way to kind of think out EBITDA margins?

Yeah, I think you summarized it well. Core margins will be up a little bit. I talked, especially at the segment level, be up nicely and then acquisitions, especially like you said, especially in the first half with Transact coming. Transact's largest margin quarter is the third quarter or about 50% of their EBITDA comes in that quarter, so lower in the first, a little bit lower in the second. So yeah, I think the way you've described it is spot on.

That's great. And then my follow-up just on the TEP segment. We haven't had many questions on that yet. So, trying to understand, as you're thinking about kind of the revenue outlook here, maybe home in a little bit what you're expecting for Neptune. I think there's some noise around various kind of meters businesses and sort of customer inventory reduction. So how are you thinking about Neptune for 2025 revenue? And also maybe any color on how did the TEP backlog perform in Q4? I think it was down about 30-ish-percent year-on-year in Q3, but off a very elevated base. So just kind of how have orders or book-to-bill moved there?

Yeah, I'll take the first part and ask Jason to take the second part regarding the backlog. So hey, the -- is there is strength in the segment and Neptune is, I think something like 40% of the segment. And so we certainly expect them to be good in the year when we're guiding to where we're guiding in the HSD area. The other thing that's just -- there was some noise in the comps in the prior year. We talked about NDI, we talked about our products, all that sort of in the rearview mirror. So we just have a clean base to grow from. And it's pretty consistent growth across the group here.

Yeah. I mean, just on backlog, I think we've talked ad nauseam about the supply chain lead times and things that happened over the last few years and that's normalized out. We still have a little bit higher backlog there than, say, pre-COVID. So that's positive. And I would just say early signs in this year are that a lot of the distributors are restocking significantly and the sales kickoff that Don and his team had a few weeks ago indicates just continued strength in the market this year. So, it will kind of get us back to where we were pre-COVID, which is fine, right, which is that we work off a one to two-month backlog and just continue to see growth without working on off of a backlog.

That's great. Thank you.

You're welcome.

Thank you so much. And this concludes our question-and-answer session. We will now return back to

Thank you, everyone, for joining the call today. We look forward to speaking with you during our next earnings call.