Broadridge Financial Solutions Q4 2023 Earnings Call Transcript

Presentation

[Operator]

Good morning, and welcome to the Broadridge Fourth Quarter and Fiscal Year 2023 Earnings Conference Call. [Operator Instructions] Please also note, today's event is being recorded.

At this time, I'd like to turn the floor over to Edings Thibault, Head of Investor Relations. Please go ahead.

[Edings Thibault, Head of Investor Relations at Broadridge Financial Solutions]

Thank you, Jamie. Good morning, everybody, and welcome to Broadridge's fourth quarter and fiscal year 2023 earnings call. Our earnings release and the slides that accompany this call may be found on the Investor Relations section of broadridge.com.

Joining me on the call this morning are Tim Gokey, our CEO; and our CFO, Edmund Reese.

Before I turn the call over to Tim, a few standard reminders. One, we will be making forward-looking statements on today's call, regarding Broadridge that involve risks. A summary of these risks can be found on the second page of the slides and a more complete description on our Annual Report on Form 10-K.

Two, we'll also be referring to several non-GAAP measures, which we believe provide investors with a more complete understanding of Broadridge's underlying operating results. An explanation of these non-GAAP measures and reconciliations to the comparable GAAP measures can be found in the earnings release and presentation.

Let me now turn the call over to Tim Gokey. Tim?

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

Thank you, Edings, and good morning. It's great to be here this morning to review our strong fiscal '23 results. I'm particularly proud of what Broadridge has been able to accomplish over the past year and where we stand now as we look forward.

In fiscal '23, we finalized the rollout of our new Wealth Platform suite, completed the product integration of our front-office trading capabilities and brought new innovation and digitization for governance clients. At the same time, we delivered strong financial results and record free cash flow. We met our leverage target. And we delivered at or above the high end of our three-year financial objectives. The net result is that Broadridge is exiting 2023, poised to deliver another strong year in fiscal '24, and well-positioned for continued long-term growth.

I'm especially proud of our execution given the uncertain market environment. Our financial services clients are dealing with fallout from the steepest rate increases in decades, a sharp slowdown in investment banking activity, fund outflows, banking crises, and increased regulation. They are reducing headcount and delaying purchasing decisions. Those pressures have had an impact on our sales, as I will touch on later in this call.

On the other hand, recent data points suggest an economy that's proven to be more resilient than anticipated, contributing to the clear sense of urgency our clients feel around next-generation technology. They know they need to streamline their operations, increase their digital capabilities and drive innovation. They want partners who can help them accomplish these goals and they recognize that Broadridge is one and only a handful of scaled technology players investing to deliver new solutions built on modern technology. That's great for our business, and it's driving our record pipeline. So it is an uneven environment. But for Broadridge, it's a market that further highlights the resiliency of our business and the value of our investments for the future.

With that as background, let's look at the headlines on the quarter and the year. First, Broadridge delivered another strong quarter. Recurring revenue grew 8% with strong growth across both our segments. Earnings rose 21% driven by the combination of strong revenue growth and disciplined expense management.

Second, those results closed out a strong fiscal year. In 2023, recurring revenue and adjusted EPS both rose 9%, and free cash flow conversion improved to 90%. Importantly, Broadridge met or exceeded our three-year financial objectives.

Third, our ability to deliver strong results, despite an uneven market was driven by strong execution across Governance, Capital Markets, and Wealth, and by the long-term trends underpinning our growth.

Fourth, we expect to deliver another strong year in fiscal '24. Our guidance calls for 6% to 9% recurring revenue growth, all organic, and 8% to 12% adjusted EPS growth. We also expect free cash flow conversion of approximately 100%.

Finally, I'm delighted to announce a 10% increase in our annual dividend. Dividends are an important part of our long-term capital allocation. And we are proud of our track record of increasing dividends every year since we became a public company in 2007, including double-digit increases in 11 of the past 12 years. As a result of our strong free cash flow, we expect to resume share repurchases in fiscal '24 and to also have the flexibility to fund tuck-in M&A, if the right opportunity arises. As I noted earlier, 2023 was the final year of our latest set of three-year objectives.

So let's turn to Slide 5 to highlight our performance against those goals. In fiscal '20, we reported recurring revenues of $2.9 billion and adjusted EPS of just over $5. Three years later, we've grown our recurring revenues nearly 40% to $4 billion and reported adjusted EPS just above $7. We met or exceeded the high-end of our objectives for recurring revenue growth, adjusted operating income margin, and adjusted EPS growth. Our ability to deliver on those goals become even more meaningful here [Phonetic] in the context of a longer length.

The fiscal '20 to '23 period marks the fourth consecutive three-year cycle in which we have delivered against a similar set of objectives. That track record underscores the long-term trends driving demand for what we do. Broadridge is focused on driving profitable growth and the strength of our recurring revenue business model.

Next, let's review our business performance, starting with our Governance franchise on Slide 5. Our ICS business delivered another very strong year, as recurring revenue growth of 9% was powered by combination of revenue from new sales, increased investor participation, and higher interest income. All four product lines reported strong growth. The biggest growth driver remained new sales. Our business benefited from new digital and print wins in our customer communications business, and by increasing our relationships with fast-growing digital brokers.

Our regulatory business also benefited from increased investor participation which continued to grow at a healthy pace. We saw balanced position growth across both equities and funds, despite the headwinds from the equity market that for much of the year is lower. After two very strong years, equity position growth of 9% returned to more normalized mid-to-high single digits, driven by double-digit growth in managed accounts and single-digit growth in self-directed accounts.

Mutual fund and ETF position growth was also strong at 8%, with balanced mid-single digit growth across both equity and fixed-income funds. And while we saw a growth of passive funds, demand for active funds also continue to be positive. One reason clients are choosing to do more with Broadridge is our commitment to innovation, including our work on driving digitization and shareholder engagement. For example, we are driving the digitization of wealth management communications with our omnichannel wealth and focused product. Our ability to consolidate information simplifies the investor experience while lowering costs for our clients.

Thanks to our investments in digital, Broadridge has become the leading omnichannel communications hub. We are enabling a new frontier in investor engagement for funds with our work behind the scenes on voting choice. Over the course of 2023, we've rolled out pilot programs for four of the five largest ETF managers in the United States. We are enabling these fund managers to capture the voting preferences of millions of ETF shareholders, giving them an even stronger voice in the governance of the underlying companies they own.

We're also helping funds adapt to the new tailored shareholder report regulations by applying our unique digital and in-line print capabilities to create a better investor experience at lower cost to fund companies. Those are just some of the examples of the innovative solutions that are differentiating Broadridge, driving high client retention and engagement, and enabling strong revenue growth for our Governance franchise.

Now let's move to our Capital Markets franchise, where our BTCS business continues to drive growth. Capital Markets revenues rose 11% to $965 million, driven by strong growth in BTCS, and by the onboarding of new global post-trade clients. Our clients continue to look for ways to simplify their operating model, whether by bringing together disparate platforms at the front office, pursuing global multi-asset solutions in the back office or connecting front-to-back. We're meeting that demand with a standardized global multi-asset trading platform, componentized solutions to deliver a unified global book, and the front-to-back integration that enables clients to improve controls and reduce cost and risk by implementing straight through processing.

We're also delivering leading-edge solutions like Distributed Ledger Repo. Earlier this Spring, we saw our clients execute intraday repo transactions on our DLR network. These new capabilities match distributed ledger technology with existing market settlement infrastructure, to give our clients added flexibility to manage liquidity. We're also developing new AI applications, including an AI-enabled interface for a bond trading platform, reducing the friction around pre-trade analysis by making it easier to identify bonds with similar characteristics.

Let's turn to Wealth & Investment Management on Slide 7. Wealth & Investment Management revenues rose 4% to $560 million in fiscal '23. Our growth was paced by revenues from new sales, driven by demand for modular solutions, especially advisor tools like our digital marketing platform, which more than offset the impact of a significant license sale in the prior year.

During the fourth quarter, we finalized our rollout plan with UBS, which enabled us to begin to recognize revenue on July 1st as planned. We have built the a suite of solutions that can drive advisor productivity, enhance the client experience, and reduce cost and risk by digitizing operations. It can help wealth firms better acquire, manage, and grow client accounts. It's a fully modular suite of components linked by common data layer and common APIs.

With the new UBS contract in place, we are now focused on our goal of $20 million to $30 million of annualized wealth platform sales. Over the past few months, we developed a targeted marketing plan to expand our outreach efforts and build on early demand. We're seeing strong near-term demand for advisor experience suite, our corporate actions platform, and our alternatives product. Deeper in the pipeline, we're seeing significant interest in other modular solutions from wealth managers who want to enhance their client experience, as well as those considering more fundamental changes in how we serve clients.

I'll wrap up my business review with a discussion of closed sales, where we continue to feel the impact of market uncertainty and longer sales cycles. After 11 years of record sales, closed sales of $246 million were down 12% from fiscal '22. While U.S. sales were largely on track, we saw many delayed decisions in Europe. The good news is, that we believe these are delays and that they will have little impact on our long-term growth trajectory. We have not seen projects drop or experience competitive losses. As a result, our pipeline is at an all-time record and we expect strong sales growth in fiscal '24.

Let's wrap up on Slide 8 with some closing call out. First, Broadridge had another strong year in fiscal 2023, financially and operationally. We delivered strong financial results, including record free cash flow and achieved critical growth and leverage milestones. We also finalized the delivery of our Wealth Platform and continued to enhance our Governance and Capital Markets Solutions.

Second, the same long-term trends that have propelled our growth showed no signs of easing.

Third, we expect to deliver another strong year in fiscal '24, with continued top and bottom line growth, as well as record closed sales and higher free cash flow conversion. With return to more balanced capital allocation in '24, we expect to make further progress in raising our ROIC to the mid-to-high teens over the next three years.

Finally, I've never been more confident in the outlook for our company. As I look across Broadridge, our Governance business has a differentiated core offer and innovative new solutions like pass-through voting, digital communications, and tailored shareholder reports. Our Capital Markets business is driving simplification and innovation in the front and back office. And our Wealth business is now bringing the platform of tomorrow to clients today. We've never been better positioned for sustainable differentiation and innovation-driven growth. And with the end of our investment phase, return to historic free cash flow conversion, balanced capital allocation, and increasing ROIC to go with that growth, we are well-positioned to drive strong returns for our shareholders.

I'll wrap up on that note. But before I turn over to Edmund, let me thank our almost 15,000 associates. To those listening on this call, thank you for your focus on our clients. Your work is helping us enable better financial lives for millions.

Edmund, over to you.

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Thank you, Tim, and good morning, everyone. I'm pleased to be here to discuss the results from yet another strong quarter and the strong full year fiscal '23. Today, I will also provide you with some additional color into our guidance for fiscal '24, which continues to be in line with our historical three-year financial objectives.

Before jumping into a review of our strong results and guidance, I want to emphasize some of the significance of some key milestones that we achieved in fiscal '23. First, we completed the investment in our wealth management platform, reduced our client platform spend, and are now going live with our anchor client, recognizing revenue in July. Second, free cash flow conversion improved to 90%. Third, we paid down debt and reached our leverage objective, in line with our commitment during the Itiviti acquisition. And fourth, we positioned ourselves to return more capital to shareholders via higher dividend and the resumption of share repurchases in fiscal '24. And finally, as Tim noted, we capped our current three-year cycle, where we delivered at or above the high end of our three-year objectives. Those milestones were direct outcome of our strong fiscal '23 results.

And as you can see from the financial summary on Slide 9, Broadridge's full year recurring revenue growth was at the higher end of our fiscal '23 guidance. And with operating leverage in our business and continued disciplined expense management, high single digit adjusted EPS growth was right in line with our full year guidance, despite the lower event-driven revenue. On a full year basis, recurring revenue rose to approximately $4 billion, up 9% year-over-year on a constant currency basis, all organic. Adjusted operating income increased 12% and margin expanded 110 basis points to 19.8%, outpacing our annual margin expansion objective, despite the drag from increased low to no margin distribution revenue. And I'll remind you that while higher interest rate expenses partially offset operating income growth, the interest rate impact at the Broadridge level is fully offset by higher float income in our ICS segment. Adjusted EPS rose 9% to $7.01. And finally, we delivered closed sales of $246 million.

Turning to the fourth quarter, recurring revenue grew 8% on a constant currency basis to $1.3 billion, again the growth was all organic. Adjusted operating income grew 22%, right in line with our expectations, and AOI margins expanded 360 basis points. Adjusted EPS increased 21% to $3.21 and closed sales were 19% lower at $90 million.

Let's get into the detail of these results, starting with recurring revenue on Slide 10. Recurring revenue grew 8% to $1.3 billion in Q4 '23. Our recurring revenue growth was all organic, driven by a combination of converting sales to revenue in mid-single digit position in trade growth. For the full year, 9% recurring revenue growth was at the higher end of our full year guidance range of 6% to 9%. This 9% growth exceeds our 5% to 7% organic growth objective and marks three consecutive years of organic growth of at least 8%.

In addition to our strong organic growth, the acquisition of BTCS contributed 2.6 points of growth to our fiscal year '20 to fiscal '23 recurring revenue CAGR, right in line with what we communicated at the time of acquisition. As a result, we also exceeded our total recurring revenue growth objective of 7% to 9% with a three-year constant currency CAGR of 11%.

Let's turn now to Slide 11 to look at the growth across our ICS and GTO segments. We continue to see strong growth in both ICS and GTO. In Q4, ICS recurring revenue grew 7%, all organic, to $858 million, with solid growth across all four product lines. Regulatory revenue grew 5% to $444 million on the back of continued growth in U.S. equity and fund positions, partially offset by lower growth in international proxy. Data-driven fund solutions revenue increased 12% to $113 million, primarily due to higher float revenue in our mutual fund trade processing units. And issuer revenue grew 7% to $134 million, led by growth in our registered shareholder and disclosure solutions. Our customer communications recurring revenue was up 7% to $166 million, led by new client wins, higher print volumes, and very strong double-digit growth in our digital business. Our digital customer communications business has now surpassed $100 million in recurring revenue, which is a sign that our print, the higher margin digital strategy is working. Before the year, ICS grew recurring revenue at 9% with regulatory at 7% and double-digit growth across all other product lines.

Turning to GTO on Slide 12, Q4 recurring revenue grew by 9% to $401 million. Capital Markets revenue grew 12%, $257 million propelled by higher license revenue in BTCS, continued fixed-income trading volume growth, and new sales growth. Wealth & Investment Management revenue increased 4% to $143 million, driven by healthy growth from new sales, offset by lower trading volumes and the grow-over impact of higher license revenue in Q4 '22. For the year, GTO grew recurring revenue at 8%, ahead of our 5% to 7% growth objective, driven primarily by double-digit growth in our Capital Markets business.

Now let's turn to Slide 13 for a closer look at the volume trends. We had healthy position growth for both equities and funds in the fourth quarter, consistent with our testing results. Equity position growth was at [Phonetic] high-teen growth in Q4 '22 and was 6% in the quarter and 9% for the full year, with continued double-digit growth in managed accounts. Mutual fund position growth in the quarter ticked up to 8% and full year growth was also 8% with continued strong flows in the money market funds. Looking ahead to the first half of fiscal '24, our current testing for equity positions is showing mid-single-digit growth, which supports our full year outlook of mid-to-high single-digit growth.

Turning now to trade volumes on the bottom of that slide. Trade volumes grew 3% on a blended basis in Q4, driven by another quarter of double-digit fixed-income volume growth, which benefited our capital markets business and modest declines in equity volumes, impacting our retail wealth business. For the full year, trading volume was up 4%.

Let's now move to Slide 14 for the drivers of recurring revenue growth. For the quarter, recurring revenue growth of 8% was all organic and balanced between net new business and internal growth. Revenue from closed sales in our continued high retention from existing customers provided four points of growth. Our recurring revenue retention rate was 99% in the quarter and 98% for the full year. And internal growth primarily higher positions, trading volumes and float income also contributed 4 points. Foreign exchange impacted recurring revenue by 1 point with most of that coming in our GTO business as you can see in the table on the bottom of the slide.

I'll finish the discussion on revenue on Slide 15. Total revenue grew 7% in Q4 to $1.8 billion. Recurring revenue was the largest contributor with 5 points of growth. Event-driven revenue was $59 million and a 1 point headwind to Q4 growth. Event-driven revenue increased sequentially and was in line with our seven-year average as mutual fund proxy activity improved. While we're not forecasting any large fund proxy campaigns, we do expect some of the delayed mutual fund proxy activity in fiscal '23 to come through in fiscal '24, as event-driven revenue returns to more historical levels. Low to no margin distribution revenues contributed 3 points to total revenue growth. Distribution revenue increased 9% with postal rate increases contributing 8 points of that growth. Given that postal rate increases are pass through, elevated distribution revenue have a dilutive impact on our adjusted operating income margin.

Turning now to margins on Slide 16. Adjusted operating income margin for Q4 was 28.9%, a 360 basis point improvement over the prior year, driven by a combination of our operating leverage in our business, higher float income, and continued disciplined expense management. On a full year basis, we delivered a 110 basis points of margin expansion. The impact of interest income more than offset a 30 basis point headwind from the growth of low to no margin distribution revenue. Excluding both, margins expanded 60 basis points, which is above our 50 basis point long-term objective.

As I mentioned earlier, we have a track record of disciplined expense management. This discipline along with the operating leverage inherent in our business model, allows us to invest in our long-term growth investments and meet our earnings objectives. As we exit fiscal '23, we are undergoing a modest restructuring that will realign some of our businesses, streamline our management structure and impact approximately 2% of our 14,700 associates.

As a result, we incurred a $20 million restructuring charge in Q4 '23, and we anticipate that these actions will generate approximately $50 million in annualized savings, again allowing us to continue to fund growth investments and deliver earnings growth. Looking ahead, we expect another $15 million to $30 million charge in Q3 '24, as we complete this restructuring initiative and seek to create further room to invest. These restructuring charges are excluded from our calculation of adjusted operating income and adjusted EPS.

Let's move ahead to closed sales on Slide 17. We ended our fiscal year, closing $90 million in closed sales for the fourth quarter. For the full year, sales were down 12%, off a record fiscal '22 to $246 million. Closed sales were below our full year guidance, driven by lower international sales. Strong U.S. sales were driven by customer communications, digital solutions, and retirement solutions. Our pipeline entering fiscal '24 is at a record high, and the demand for our technology solutions remains strong. Importantly, the slowdown in sales we experienced in Q4 '23 is fully incorporated into our fiscal '24 guidance. Our $400 million backlog equal to 10% of our fiscal '23 recurring revenue, provides strong visibility into the revenue conversion from closed sales that will drive fiscal '24 revenue growth.

I'll now turn to cash flow on Slide 18. In fiscal year '23, we generated $748 million in free cash flow, doubling fiscal '22 levels. As a result, free cash flow conversion calculated as free cash flow over adjusted net earnings improved to 90% in fiscal '23. This improvement was the product of reduced client platform spend and payments from UBS, as we finalize the rollout and go-live plan, along with strong working capital management. Looking ahead to fiscal '24, we estimate free cash flow conversion of approximately 100%.

Let me make a note here before we move on to capital allocation. With a new contract with UBS in place, we have now moved our focus to marketing and driving $20 million to $30 million in sales of the wealth management platform components. As a result, we have moved approximately $600 million of software investment from the deferred client conversion line to intangible assets. This is consistent with balance sheet classification of platform technology that will be marketed to multiple clients. We continue to expect to recognize $57 million of annualized amortization expense in fiscal '24, resulting from our wealth platform investment and this change will have no impact on the free cash flow or the income statement.

Let's now discuss capital allocation on Slide 19. We spent $369 million on investments for growth, primarily our wealth platform and returned a net of $312 million to shareholders in fiscal '23. In addition, we repaid $385 million of debt. The combination of strong earnings growth and lower debt moves our leverage ratio at the end of fiscal '23 to 2.6 times. This level is consistent with the leverage objective we set when we announced the Itiviti acquisition and is in line with our goal of maintaining an investment grade credit rating.

As a result, we expect to return to more balanced capital allocation in fiscal '24. To that end, we are pleased that our Board has approved a 10% annual dividend increase to $3.20 per share in fiscal '24, in line with our targeted dividend payout ratio of 45% of adjusted earnings. We have capacity from other strategic tuck-in M&A and we are also in a position to resume share repurchases for the first time since fiscal '19.

I'll close my prepared remarks this morning with some detail on our fiscal '24 guidance, which is on Slide 20. Our fiscal '24 guidance calls for mid-to-high single-digit recurring revenue growth, margin expansion, strong adjusted EPS growth, and the recovery in closed sales.

Let's break down the relevant components and drivers of each guidance point starting first with revenue. We expect fiscal '24 recurring revenue growth constant currency of 6% to 9%, all organic, driven by new sales as we work to onboard our $400 million backlog. For modeling purposes, we expect GTO growth to be in line with our historical 5% to 7% organic range. In our wealth business, we anticipate that we will recognize approximately $75 million in incremental revenues from wealth platform clients. This growth will be significantly offset by the loss of revenue transitioning E-Trade to the Morgan Stanley platform. We are assuming flat trading volumes.

We expect event-driven revenue to return to more historical levels in the range of $230 million to $250 million. Distribution revenue is anticipated to grow in the high-single to low-double digit range, driven by further increases in postal rates. This continued strong growth in low to no margin distribution revenue does create a margin headwind that I'll discuss in a moment. I'll also note that using the current forward curve for FX suggest the 0.5 point benefit in recurring revenue relative to fiscal '23.

Second, let's move on to margins. We expect our adjusted operating income margin will be up year-over-year to approximately 20%. We expect the net impact of higher distribution revenues and higher float income to be dilutive to our margins in fiscal '24. Excluding the headwind from distribution and float income, we expect that the operating leverage in our business and our disciplined expense management will allow us to absorb the amortization from our wealth platform and fund higher growth investments in our business while driving greater than 50 basis points of margin expansion, in line with our historical objectives.

Third, EPS. We expect adjusted EPS growth of 8% to 12%. Embedded in this outlook is an expected tax rate of 23%, a slight uptick driven by the lower impact of discrete items on higher earnings and the geographic earnings mix.

Finally, closed sales. We expect a strong year in sales with the fiscal '24 range of $280 million to $320 million, based on our strong pipeline. We expect balanced sales between ICS and GTO, and I want to reiterate that the delays in the timing of our sales have only a very modest impact on our medium-term revenue outlook, given our backlog.

Taken together, our fiscal '24 guidance demonstrates the strength of our financial model. We continue to be focused on driving sustainable recurring revenue growth, using the operating leverage in our business to create capacity for continued investments and continued margin expansion, while also delivering steady and consistent adjusted EPS growth, all while maintaining an investment grade balance sheet and a balanced capital allocation policy.

Before I move on from guidance, let me briefly discuss our Q1 and first half adjusted EPS outlook. Historically, Broadridge has generated a little less than a quarter of our earnings in the first half, and we anticipate this year to be no different, with earnings slightly more weighted towards Q1 versus Q2, driven in part by higher event-driven revenue in the first quarter.

With that final note, let me wrap up with a quick summary of my key messages. Broadridge delivered strong Q4 financial results to close up a strong fiscal '23. We delivered at or above the high end of our three-year financial objectives. And with our fiscal '24 guidance, we are positioned to deliver another strong set of financial results. Last, we expect to return to more balanced capital allocation in fiscal '24, including double-digit dividend growth, the resumption of stock repurchases, and potential tuck-in M&A.

With that, let's take your questions. Operator?

Questions and Answers

[Operator]

Ladies and gentlemen, at this time we'll begin the question-and-answer session. [Operator Instructions] And our first question today comes from Peter Heckmann from D.A. Davidson. Please go ahead with your question.

[Peter Heckmann, Analyst at D.A. Davidson]

Hey, good morning, everyone. Really complete call. You checked off a number of my questions as we went. I didn't hear -- I think I heard the equity position growth embedded in guidance was about mid-single digits. Would you assume funds would continue kind of mid-to-high?

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Yes, I'll start-off with that, Peter, and thanks for the question. Thanks for joining this morning. Yes, that is exactly what we're expecting for fiscal '24. We've continued to see strong growth in both equities and funds. They are at a more normalized level relative to fiscal '21 and fiscal '22. So in our testing in the first half, for the first half of this year is, as I said in my prepared remarks, showing mid-single digit growth, which gives us confidence in our outlook for mid-to-high single-digit growth in both equities and we expect the same thing in funds ending the year at 8% with continued growth in passive funds there, we expect mid-to-high single-digit growth.

[Peter Heckmann, Analyst at D.A. Davidson]

Okay. That's helpful. And then in terms of the -- so it sounds as if the first quarter might have a little bit more event-driven as well as a relatively easy comparison on the -- on margins. So first quarter looks like a little bit larger than historical, so certainly the current consensus appears to be appropriate, if not a little low on the adjusted EPS side?

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Well, look, we're certainly focused on our business and what's driving the economics here. I do think there was, as we've been talking about throughout last year, delayed mutual fund proxy activity. And I don't think that's a choice that the business has to come back at some point. As I said in my remarks, we're not predicting any major fund to go to proxy, but the early signs as we begin to look at the jobs that we have for Q1 suggests that we are seeing some of those delays come into Q1, so I do expect Q1 to be slightly higher than Q2. But overall, the first half in line with what we've historically seen, which is just under a quarter of our earnings in the first half.

[Peter Heckmann, Analyst at D.A. Davidson]

Okay. And if I could just sneak in one more, just on the bookings side in the second half of fiscal '23, any other characteristics that you would say in terms of U.S. being pretty much on target, Europe a little weaker. Anyway you can talk about maybe individual solution sets or any particular thing, big projects, small projects. Any other color in terms of the delays, that would be helpful?

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

Yes, Peter, it is Tim. I'll take that. And clearly, our sales ended lower than we expected even just three months ago. And as you said, that was really continued nice growth in the U.S. and then challenges in Europe. We are really in a complex environment, whether that be war, whether that be the failure of one of the largest European institutions, led to delayed decision-making. And as Edmund said, we just have to repeat it, that we think the impact of this is modest, it's included in our outlook, '24 is driven by the $400 million backlog.

The color on drilling down further, it's really across many of the solutions. We saw slowdowns, and remember, our international business has driven a bit more on the GTO side than the ICS side. And there was really just decisional weakness both in post-trade and on the Itiviti side. That is feeding in too because as we look at those opportunities, they haven't gone away, they haven't gone to a competitor, and that is what is leading to really a record pipeline as we enter the year. So we are -- that's why we feel good about the $280 million to $320 million guide for this year, which is obviously a strong recovery. We are anticipating continued nice growth in the U.S., and we're positioning ourselves in Europe so that as decision-making there unlocks, we can really let those things flow through.

[Operator]

And ladies and gentlemen, our next question comes from Dan Perlin from RBC Capital. Please go ahead with your question.

[Dan Perlin, Analyst at RBC Capital Markets]

Thanks. Good morning. I wanted to kind of follow back up on kind of backlog here a little bit. So the $400 million, is there -- is there a way to kind of talk about, I guess, the nature of the work that's embedded in that and timing expectations that you might have in terms of conversions into revenue? Is it any different than what you historically would have seen in patterns? Are there types of businesses that are embedded in that, that just could be prolonged for longer than you anticipate?

And then I did want to just revisit again the closed sales in the quarter. I mean it did kind of surprise us. And obviously, it was surprising to you guys how quickly it kind of turned down. So here again, I guess, the question is just really on visibility, which I guess is just kind of an extension of the way Peter asked the last question.

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Tim, let me maybe just start-off and give a little bit -- I'll talk about the -- first, Dan, thanks for the questions, and I'll talk a little bit about the backlog, but I want to put it in the context of our overall '24 guidance, and then maybe I'll turn it over to Tim to talk a little bit more about the closed sales.

When you think about our guidance for fiscal '24, there's a high level of confidence. And keep in mind, we're operating in this very volatile macroeconomic environment and continue to deliver the results that we just talked about for a moment. And as I think about our fiscal '24 guidance, your point on the backlog is the first thing that comes to mind, our continued conversion of the backlog to revenue. I don't think that there's anything in that backlog that's unique. We've said before that we see anywhere from a 12-month to 18-month conversion cycle. Clearly, we are going to have the wealth management revenue come across earlier in this year from the backlog, but continuing to execute on that is what we expect, and the cycle continues to be the same.

Further, I think about the position growth that we have, and as I said, the testing that we're seeing now suggests that our outlook for mid-to-high single-digit position growth continues to be in line. That continues to give us confidence in our recurring revenue guidance. And again, we have a six-month window insight upfront to look at that. And so, if something changes, we have the time to react on that. And then our continued execution on margin expansion in our business to be able to drive the guidance that we have and coming off of 77 basis points for the last three years, we continue to feel good about that guidance. So nothing specific about -- nothing specific that's different about the conversion to revenue cycle. And those are the factors that I take in mind as I think about the overall guidance.

And Tim, you might want to give some other comment on sales, if anything.

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

Yes. I just think, Dan, on sales visibility, these things are always hard to judge. It is -- and I'll reiterate that whether a sale finishes in June or it finishes in September or October for that matter, it really doesn't make much difference to our results. And I really go to the quality of the conversations, the need that our client institutions continue to express and their intent. And then beyond that, it just gets -- it gets bogged down in contracting in final -- lots of final details. And since the weakness was in Europe and Europe in the summer is not exactly a hotbed of activity, I'm not here promising that, oh, it's going to happen in the next few weeks either. But I do have good confidence that it will happen in this fiscal year.

[Dan Perlin, Analyst at RBC Capital Markets]

Okay. No, that's great. Thank you. And then just a quick follow-up on margins. A couple of just, I guess, moving parts here. I just want to make sure I heard everything right. So if we look at '23 kind of ex distribution in some of these things or traded revenues, I think you said it increased 60 basis points versus the 110 basis points. So that's kind of the pure number that we should be focused on. And I think embedded in your guidance, I think you also said as you kind of remove some of these [Indecipherable] things around higher distribution and then maybe flow going against it, plus absorbing amortization that you'd be able to do 50 basis points of margin expansion. So I guess one is that I characterize both those correctly. And then secondly, anything you call out in terms of underlying momentum that you have in the margin structure?

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Dan, you called it out exactly right. I mean, that's exactly right. Again, 77 basis points over the last three years, 110 basis points this year. You exclude distribution and to be very specific, the float income, and that was over 60 basis points in fiscal '23, which is what you called out. So those are the two items that really impact the reported margins, but had no impact on the overall earnings.

And when you think about fiscal '24, the same things are happening again. You have float income, which is a benefit to the reported margins, but have no impact to our earnings because we have the interest expense on the variable debt, then you have distribution that's growing primarily because of postal rates that is a negative on the margins, but again has no impact on earnings because it's pass-throughs. So let's put those two items aside, and what you focus on is in the core operations of our business.

Number one, we're absorbing the large amortization that's coming in for the wealth management platform, and that core business is again expanding by, we said at least 50 basis points right in line with our historical objectives and very much like what we saw in fiscal '23 as well. And just the final point to answer to your question, what's driving that. It is the scale, the operating leverage that we have in our business as we bring on new clients, we do it at very accretive margins. And then you also heard us talk both in '22 and again on this call about the continued disciplined expense management that allows us to create the capacity thus [Phonetic] and continue to deliver those earnings. So those are the right items, and I appreciate the opportunity to clarify that some.

[Operator]

Our next question comes from Puneet Jain from J.P. Morgan. Please go ahead with your question.

[Puneet Jain, Analyst at J.P. Morgan]

Hi. Thanks for taking my question. I also want to ask about closed sales. So given like the period of weakness near-term, should we expect fiscal '24 sales to be more back-end loaded? And it was good to know that you like fiscal '23 sales, the impact from that is included in this year's guidance. But can it impact growth beyond this year, beyond fiscal '24?

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

Yes, Puneet, thank you very much for that. So, first of all, just on the -- will it be back-end loaded. I think it is. As you know, our sales are always back-end loaded. It would certainly be my ambition that it might be a little less back-end loaded this coming year, but it's really no promise. It's very hard to judge these because there are large deals in there and the timing of those can just be -- be hard to judge. What we will always do is each call based on where we are, we'll give you an update on where we think we're going to end up for the year.

And then with respect to '24, but what about beyond, that's a great question. As I said, we feel very good about '24 based on the backlog we have and any -- everything is baked into our guidance. When we look beyond that, as we think about the recovery we anticipate in our sales this year, that really refills our backlog nicely. And we don't anticipate there will be any time where our onboarding teams would end up with sort of lack of work to do. So it's really about the pace of onboarding and we think we'll be in good shape for the mid-term.

[Puneet Jain, Analyst at J.P. Morgan]

Got it. And I guess, like you will share like your medium-term goals like in December this year. So maybe if you can preview like the margin drivers that you expect over next few years beyond like the near-term benefit from the restructuring?

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

Well, I think, Puneet, what you're going to see is a repeat of what I just said because I think it is -- I think you're going to continue -- I think we have a long runway for continued margin expansion. Let's put it in the context a little bit. I've now said 77 basis points over 50 basis points per year for the fiscal '20 to '23 time period. If you look back at the three-year cycle before that, it was over 80 basis points per year and '14 to '17 over 50 basis points, I think 53 basis points sort of '14 to '17 period. And look at what the drivers are of that margin expansion.

One is the operating leverage. So scale, bringing on new sales without adding new expenses to drive that. Our continued move to digital that is at a higher margin product. I talked on the call about the growth in the digital business and our customer communications business, and we continue to be more digital in our regulatory business as well and then the operating efficiencies.

And since I've come on board over the past three years, I can tell you that the focus from the company on continuing to have that disciplined expense management really setting ourselves up to have investment capacity is what we've been focused on. So I do think that there's a continued long runway for margin expansion to be able to drive earnings and create room for investment capacity. And I don't think that's going to change anytime soon.

[Operator]

And our next question comes from Darrin Peller from Wolfe Research. Please go ahead with your question.

[Darrin Peller, Analyst at Wolfe Research]

Guys, thanks. Let me just start-off with the components of margin. It looked like the gross margin improvement was fairly notable. I saw COGS changed quite a bit. I think it was over 300 basis points. Maybe, if you could just help us understand the dynamics there and maybe the sustainability or what's the recurring dynamics there for a moment would be helpful?

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Yes. So we talked earlier, Darrin, about the initiatives that we took at the end of Q4 '22. So we're seeing the impact of that in our Q4, right in line with what we expected in growing over some of the investments that we have in '22 as well. I think those were the two sort of unique items that right in line with our expectations drove up the margin expansion in Q4 '23, just as we expected.

[Darrin Peller, Analyst at Wolfe Research]

Yes. And that sounds like the new baseline should be reasonable.

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

I think full year -- sorry, full year baseline, I think, is what you want to focus on. And I think the guidance that we put against that with the components that I talked about a moment ago is off of that full year baseline. In any particular quarter, particularly when you look at our first quarter and second quarter, small dollar amounts can swing that margin. So I really don't look at the quarterly view of margin, but the overall full year number.

[Darrin Peller, Analyst at Wolfe Research]

Okay. And then just very quickly to follow-up on closed sales. I know there's been a couple of questions already, but I know the volatility can come timing-wise. So maybe just help us understand a little bit more over what was actually any type of surprise in the current quarter, just given again that it was a little below the initially or the recently lower number for the year for this quarter? But again, going back to the conviction, I understand you feel strongly about your confidence on bookings or closed sales for the year ahead. So, I guess, Tim, maybe just give us a sense of where you're seeing the strength that gives you that much conviction in terms of what business lines would be helpful?

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

Yes. Thanks, Darrin. We are -- we are seeing, first of all, everything largely, when you look at the ICS side of things, the communication side of things, the regulatory solutions, what we're doing with issuer, what we're doing with funds. Darrin, there's very, very good strength there in the U.S. We've seen that, and we have new things coming down the pike that will -- we think will add to that strength in '24. So that side really feels very solid.

And then on the European side, the business mix, as I said, is more around GTO. So it's more technology solutions. That is more susceptible to decisions that firms make about -- are they going to make this modernization now or they make it in the next quarter. It tends to be a little bit more driven by their budgets and their priorities. And those firms though are also under more stress, they have higher need, and that does create some volatility in terms of timing of decision-making. But we have, as I've said, a record pipeline, including the things that didn't get done in the last quarter of this year was just added to that pipeline. And so we feel very good about those conversations and the fact they will ultimately get done.

[Operator]

Our next question comes from David Togut from Evercore ISI. Please go ahead with your question.

[David Togut, Analyst at Evercore ISI]

Thank you. Good morning. Could you drill down a little deeper into the kind of underlying drivers of mid-single digit stock record growth expected for Q1 FY '24 and mid-to-high single-digit for the year?

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

Yes, Dave. So for the -- for Q1, we are -- what we see in our testing is, let me say, on the high side of mid-single-digit is what we're seeing right now, and that does tend to float up a little bit as time goes on because what the testing is we're making a pull right now. And so each week, it ticks up just a little bit. So it's really based on our testing. And as you know, it's a small portion of the year. And so it's hard to say it's fully predictive of the entire year, but it -- that certainly gives us nice confidence. I can't really drill down by sector or other things...

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Yes. The only thing I'd add, Tim, to what you just said is, a year ago, David, we were talking about broad-based growth when you look at this. I think when we look now, we're seeing, again, continued large issuers and midsize issuers showing the growth. We continue to see the strong growth on managed accounts, we continue to see the strong number of accounts increasing relative to -- versus the positions per account increasing. So, as Tim just said, it is in a small quarter, so it's hard to get any specific insight at this point. But the trends are very much in line with what we've seen over the past year.

[David Togut, Analyst at Evercore ISI]

Understood. Then just as a follow-up, could you kind of walk through the wealth management platform now that the UBS platform is completed and being marketed to a broader audience in terms of -- is the demand continuing to be mostly on modules or API -- and APIs? Or are you seeing it broaden out a little bit to transformational deals?

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

Yes. Thanks, Dave. And just as a reminder, which I know you know is that this is part of a very significant $16 billion market, which has continued to grow. And we're really excited that we have exited the build mode and that we're into the selling mode with a good targeted sales plan. And as I said and I go on to say is our competitors are talking about what they will have, and we have that now.

When we drill down into that specific nature when you look into our pipeline, we are seeing right now more demand on the component type side. It is -- and that can be part of a bigger transformation, but it is -- I think people are feeling much more step-by-step versus taking on large programs to work. And -- but that adds up across institutions. So we're seeing, as I said, good near-term demand around things related to advisor experience, corporate actions, alternatives. And then we are seeing longer-term demand on more foundational chunks that would be part of a longer-term transformation, but again, in a step-by-step kind of way.

[Operator]

And our next question comes from Michael Infante from Morgan Stanley. Please go ahead with your question.

[Michael Infante, Analyst at Morgan Stanley]

Hi, everyone, thanks for taking my questions. Apologies if this was asked already. I joined a couple of minutes late. But maybe just on the mutual fund and ETF position growth, interesting to see that divergence between equity position growth which accelerated and mutual fund position growth which decelerated. I was hoping you could provide some color on that dichotomy?

[Edmund Reese, Chief Financial Officer at Broadridge Financial Solutions]

Thanks, Michael. I'll start-off with a few comments. I think it's actually -- the equity positions decelerated down to 6%. And we've seen over the last 10 years, 6% to 8% growth in line with the outlook that we have now from mid-single-digits. So it was the equity positions that came down. Mutual funds continue -- they've been stable throughout the year, and they actually uptick in Q4 to 8% and ended for the full year at 8%. So again, I think all that just sort of boils down to the confidence that we have in the full year guidance in that mid-single-digit range for both equity positions and mutual funds.

[Operator]

And our next question comes from Patrick O'Shaughnessy from Raymond James. Please go ahead with your question.

[Patrick O'Shaughnessy, Analyst at Raymond James]

Hey, good morning. I apologize if I missed this, but did you provide an outlook for your [Technical Issues] capitalized software development in fiscal '24?

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

You've -- Patrick, you broke up a little bit.

[Patrick O'Shaughnessy, Analyst at Raymond James]

Sorry if I missed this earlier, but did you guys provide an outlook for your [Technical Issues] capitalized software development for fiscal '24?

[Tim Gokey, Chief Executive Officer at Broadridge Financial Solutions]

Hi, Patrick. I think what we said is that we expect our free cash flow conversion to be at approximately 100%. And that is -- we feel very good about that coming off of where we were in fiscal '22 when it was at 48% because the client platform spend was elevated primarily driven by Wealth Management and the GPT in our platforms in the Capital Markets space. We've now sort of completed that elevated investment level. So I think you're going to see more normalized client platform spend that allows us to get to that 100% free cash flow level, and we feel real good about that.

[Operator]

Ladies and gentlemen, this will conclude our question-and-answer session for this morning. I'd now like to turn the floor back over to management for any closing remarks.

[Edings Thibault, Head of Investor Relations at Broadridge Financial Solutions]

Thank you, operator. I hope you can tell how excited we are about our strong fiscal '23, our outlook for '24 and how well-positioned we are for long-term growth. Speaking of long-term growth, please save the date for our 2023 Investor Day, which will take place in New York City on December 7th. Thank you again for your interest in Broadridge, and we look forward to seeing you in December.

[Operator]

[Operator Closing Remarks]

Participants

Corporate Executives

• Edings Thibault, Head of Investor Relations
• Tim Gokey, Chief Executive Officer
• Edmund Reese, Chief Financial Officer

Analysts

• Peter Heckmann, D.A. Davidson
• Dan Perlin, RBC Capital Markets
• Puneet Jain, J.P. Morgan
• Darrin Peller, Wolfe Research
• David Togut, Evercore ISI
• Michael Infante, Morgan Stanley
• Patrick O'Shaughnessy, Raymond James