Marlowe plc / Earnings Calls / November 28, 2023

    Alex Dacre

    Good morning. I'll start this morning with a run through some of the key results during the first half. I'll then provide a quick review of the strategic progress we've delivered and the shape of the group today before Adam takes you through the financials in detail. I'll then focus in on the major progress that's been delivered and the very significant investment that's gone into the extensive integration programs we've been undertaking. I'll walk you through our recent key strategic acquisition of IMSM, which broadens our capabilities into the attractive ISO certification and audit space. I'll also introduce and provide some color on the strategic review that the group began in the first half, which we expect to position us to generate significant shareholder value in the future. We're pleased to report a good set of numbers in the half as Marlowe continues on its journey to build leading positions across our GRC and TIC compliance markets. Revenue was up 13% to £251 million with good organic growth of 6% supported by additional growth and recent acquisitions. Our defensive compliance services and software markets and our group's growth in these markets are proving resilient. EBITDA was up 10% at £43 million with a margin of 17.1%. This was 0.5% lower than the last year, which effects of diluted bolt-on M&A with some temporary cost pressure in TIC, which we're seeing reverting in H2. Net cash generated from operations was up 22% or 26% after leases with good progress on the prior year. Our cash flow conversion during the year is heavily second half weighted and we expect a strong second half. And free cash flow will continue to improve as remaining integration programs conclude across the second half. In the first half, we've continued to selectively execute on M&A across both TIC and GRC. A particular highlight was achieving our long-held objective of broadening our capabilities into the ISO certification market in our GRC division, which is a crucial part of our clients' compliance needs, particularly for SME customers across WorkNest, our HR and safety platform. This deal also presents an exciting opportunity for digital evolution. In total, we allocated £37 million of capital into five acquisitions in the first half, which saw net debt increase to £193 million. We expect leverage to reduce back to around 2 times by the full year. Our priority in H2 will be using free cash flow to deleverage. In the context of having deployed £426 million into 36 acquisitions since April 2021, the first half has been a period of intensive integration activity to ensure our compliance propositions and platforms as cohesive as possible. We're delivering synergies and investing in the group for the long term. This activity is continuing into the second half and we expect the majority of our integration programs and investment on this front to be complete by the full year. Marlowe operates as two divisions with seven business lines, stretching from our advisory compliance services and software lines in GRC across the route-based property compliance offering in TIC. Whilst operationally distinct, both divisions are connected by a strong focus on helping companies deal with their regulatory burdens via our software or service products. In GRC, we specialize in areas like health and safety, quality standards, risk management, employment law, e-learning for our clients workforces and workplaces. In TIC, we focus on fire safety, water and air hygiene regulations across our clients business premises. Looking across the group then, where are we up to? Our TIC division has now reached unique scale in the UK. We've successfully delivered our inorganic growth aspirations and are now focused on organic initiatives, whilst completing integration programs and driving the margin accretion that is possible with the scale that we've achieved over the last seven years. In the future, they remain significant M&A opportunity, but for the near to medium term, our focus is an organic one. Across our GRC regulated technology and services, we've been building positions in regulatory data, enterprise risk management, Compliance eLearning, workforce and workplace compliance for HR, employment law, health and safety and ISO. Our services and software are a highly complementary bundle, are often successfully cross sold and target our clients' regulatory compliance and governance needs. In occupational health, our key focus is completing the Optima integration, which has made major progress in the half and is in its final stages and taking advantage of the regulatory and market tailwinds that benefit this market.

    Adam Councell

    Thanks, Alex. In the first half, we delivered revenue growth of 13%, reflecting good organic growth of 6% and contribution from acquisitions completed during both the current and prior year. Adjusted EBITDA grew 10% in a period where the wider macroeconomic environment was challenging, reflecting the resilience of our business model and relative strength of our compliance markets. This resulted in adjusted EBITDA margins of 17.1% We continue to implement price increases to offset wage inflation, which is our primary cost line. This is done through either inflation linked contracts or on the anniversary of annual contract negotiations which are implemented throughout the year. The remainder of organic growth comes from net new business, upsell and cross sell. In the half, margins were down slightly as a result of acquired margin on TIC M&A and revenue mix, which resulted in increased use of subcontractors within our fire and safety division. Net finance costs increased to £8.9 million in the period, reflecting increased borrowing costs followed the elevated base rates and high utilization of our debt facility. This resulted in adjusted PBT of £24.1 million. Adjusted EPS was £18.8 million on the back of higher finance costs and an increase in the corporation tax rate to 25% from 19% in the previous year. In GRC, we've continued to make good operational and financial progress. We're coming to the end of some major integration projects in this division, particularly within our occupational health business, which I'll touch on later. We've completed the acquisition of IMSM for £17 million in the half, broadening activities into the highly complementary ISO certification and audit market. Revenue increased by 11% to £102 million, organic growth was 5%, driven by high single-digit compliance software growth and low to mid-single digit growth within our retained subscription business. Occupational health organic growth in the second half is likely to be impacted by the expected loss of a large client who insourced a significant portion of their corporate health and wellbeing requirements towards the end of the first half. Adjusted EBITDA was up 12%, margins increased by 40 basis points, with weaker margins in occupational health, offset by wider GRC margins increasing by 150 basis points, driven by strong operational delivery and efficiencies across the wider division, which have been enabled by our commitment to investment in the integration of acquired businesses. In TIC, we saw continued good organic growth of 6% on the back of an impressive performance in FY 2023. Overall revenue, combining both organic growth and acquisitions, grew 14% to £149.3 million. We are continuing to benefit from the scale we have created and our ability to service complex and multi-site customers. Adjusted EBITDA was up 7% to £19.3 million. TIC margins were 12.9%,3 which are impacted by margins and acquired businesses and revenue mix which resulted in increased subcontracts use within our fire and safety division. As previously reported, we deployed £17 million on four bolt-on acquisitions in the first half of the year, deepening our presence in the fire safety and security market. Cash from operations increased to £27.5 million, a 22% increase on the prior year. Once lease payments are taken into account, operating cash flows increased by 26% to £21.8 million despite the additional costs of the strategic review. Working capital outflow of £10.1 million was a £6.5 million improvement on the prior year, reflecting continued focus on operational cash delivery. The outflow was marginally higher than expected due to a contractual delay resulting in slower-than-expected billing to a single customer, having a negative impact around £2 million. This has now been resolved. The business is naturally weighted to a working capital inflow in the second half, and this will drive stronger cash generation in H2. We continue to target the businesses on cash generation and to further demonstrate the positive cash characteristics of our business model. Net CapEx was £6.9 million, reflecting our continued investment in the business and particularly our software products. CapEx is roughly split two-thirds software related capex and one-third of what I call typical maintenance CapEx. Examples of this continued investment include the replatform of our regulatory data business, Barbour, and more recently the process of digitalizing our IMSM proposition by the creation of a cloud-based ISO compliance platform. The continued investment in integration programs has had an impact on free cash flow as expected. The £9.4 million investment in H1 is a reduction on both the prior year and the second half of FY 2023. We expect these to continue to reduce as we move through the second half. There is more detail on this in the next slide. In terms of net debt and leverage, net debt excluding leases was £192.7 million, with leverage at 2.3 times following the strategically important acquisition of IMSM. We expect leverage to be around 2 times at year-end as we prioritize deleveraging through strong cash conversion in the second half. In the medium term, our focus is to drive leverage below 2 times. As mentioned, I'd like to go into some detail around current integration projects and associated restructuring costs. Integration has been a key objective for the board and senior management teams as we have consistently indicated we see restructuring costs associated with integration as part of the cost of investment equation. During the life of Marlowe, we've invested over £600 million of consideration over 85 acquisitions, of which over £400 million is deployed since April 1, 2021. There have been several large projects undertaken over the last 24 months, which have now been completed or are being finalized. I'd like to walk you through the costs incurred in the half and remind that the five distinct buckets we track within restructuring costs are staff restructuring; placement, software and system upgrades; integration teams; property costs, and other. The largest of these in half was staff restructuring. This primarily relates to cost incurred in redundancies or duplicated roles identified during the integration process. Within our water and air divisions, we identified a further 23 roles that are no longer required in the business, taking out over £1 million of costs. Similarly, the occupational health, 67 roles were identified in the half, which is set to leave the business within the next six months to name a couple of key examples. The cost in this area is reduced compared to the same period in the prior year. Next, replacement software and system upgrades. An example of this can be seen within our employment law and HR business, WorkNest, where we are displacing a third party provider for e-learning to VinciWorks, our inhouse Compliance eLearning proposition. This cost relates to run off for the contract with a former e-learning provider. Again, this category has reduced by about half from the same period last year. Our integration resource is scalable and allocated appropriately across each of the six business lines, dependent on the extent of integration ongoing. This was the second largest cost in the period, with a large proportion of this relating to occupational health, following the combination of 11 occupational health businesses into one, Optima. We expect the individuals related to this project to leave in the next 6 to 12 months as it is finalized. Two smaller buckets, property costs and other. Property costs are duplicated office costs which we expect to vacate within the next 12 months. That includes rebranding, legal or other small costs associated with the restructuring. Overall, we expect to show continued progress in the reduction of these costs despite an element of new restructuring costs associated with the recent M&A. With no new M&A currently in the short term pipeline, we look forward to demonstrating the temporary nature of these costs and expect them to reduce further in H2 and very substantially in the new financial year. In terms of guidance, we expect to focus on reducing leverage in the second half assisted by lower M&A activity, reduced restructuring costs, and the natural H2 working capital improvement. Total investment in restructuring in the year is expected around £16 million. These include restructuring costs associated with recent acquisitions and up to date views of additional cost savings resulting from the occupational health integration. CapEx is expected to continue at the current level, to result in full year investment of £15 million. As highlighted, working capital improvement in H2 with a net outflow for the year of around £5 million, largely resulting from continued organic growth. Interest costs will rise to between £18 million and £19 million based on the current levels of base rate. Amortization of acquired intangible assets will be around £26 million for the full year. The current effective tax rate of 25% will continue to have an impact on both tax paid and EPS, following its increase from 19% in the prior year. In terms of summary for the financial performance for the first half, I'd like to finish with the following key points. Organic growth of 6% reflects a good performance after a particularly strong prior year. Operational execution has also been robust, given the tough economic environment, with revenue up 13% to just over £250 million and adjusted EBITDA up 10% to £43 million. EBITDA margins of 17.1% reflect both the quality of our business model and the opportunity to drive margins up in the medium term. Operational cash delivery after lease costs increased by 26% to £22 million and free cash flow was helped by lower restructuring costs, which helped offset higher finance costs, which have increased significantly due to higher base rates and increased utilization of the debt facility. As with prior year, cash generation will be significantly higher in H2 and we continue to target 90% cash conversion at the full year, which will enable leverage to reduce in the second half. And I'll hand back to Alex.

    Alex Dacre

    Thanks, Adam. Building a large cohesive national business that has mainly been constructed via acquisition requires major investment. And since April 2021, we've completed 36 acquisitions for total EV of £426 million. And since then, we've been in the process of integrating these businesses. Proper integration leads to a business fit for future scalability and growth. We invest significantly into integration because acquiring as many businesses as we have requires investment in shared systems, shared back offices and integrated approaches to operational delivery in order to drive synergies. This half, we spent approximately £9 million in advancing our integration workstreams. Most of the hard yards are now done and these investments are reducing. And crucially, it's been worth the investment and time. The integration of Compliance eLearning, the Essential Skillz, Deltanet, SkillBoosters, Cylix acquisitions into VinciWorks is now complete with major synergies delivered across the group's proprietary Astute platform and tech stack, back office and client support costs, office closures and various other areas of staff duplication. Now integrated, VinciWorks is able to focus on accelerating the organic growth of its unified SaaS platform, with a significantly expanded portfolio of compliance topics and modules to offer its client base. This complex integration program has been delivered within approximately 12 months of commencement. Integration of Cedrec into Barbour EHS, the group's regulatory intelligence SaaS platform, is nearing completion with the Barbour software platform upgrade program progressing well. The re-launch is planned for the first quarter in FY 2025 and the Cedrec brand is now being retired. The breadth of regulatory areas covered as a result of integration of the platforms is significantly expanded, with a significantly enhanced client proposition. Integration of the 11 businesses we acquired in occupational health has been ongoing for 14 months and is well progressed with integration activities expected to wind down during the next six months. The business now trades as Optima, with a single integrated operating and digital platform, the My OH portal, and single integrated service delivery consolidated systems and processes and an optimized organizational structure. Significant further synergies are planned during the second half now that the business operates under this single national operating platform. Integration of Business HR Solutions, Vista, Care4Quality, ESP and CLM into WorkNest is now well progressed. Third-party legacy software costs in WorkNest have now been largely replaced with the group proprietary EHS and eLearning software platforms delivering enhanced client experience and major cost synergies. There has been further investment in the redevelopment of the YouManage HR SaaS platform and implementation of AI technology within our employment law and HR business. CaseNest, WorkNest's proprietary case management platform, and sales force are now in place across the majority of the business. Within TIC, integration of Clymac, Victory Fire, Merryweather, MRFS, MJ Fire and JCR into Marlowe Fire & Security is proceeding as planned with extensive further activity taking place during H2 FY 2024. Integration of Phase Technology and PCS into WCS Group and the implementation of the water and air target operating model is expected to substantively complete during the remainder of the financial year. We expect the majority of these programs to be largely complete as we enter FY 2025, with the requirement for integration investment significantly reducing. While the integration workstreams continued, we were also able to execute our long term strategic goal of expanding into the ISO certification market. ISO certification is a highly complementary GRC market. Companies seek ISO certification across an array of international standards, such as environmental management, health and safety, quality management and information security to ensure optimal risk management and effective business processes. Often, companies are required to prove certification of these standards for business tenders. Other than that, it's part of a good compliant corporate housekeeping that business has maintained these standards. IMSM provides recurring services to companies seeking ISO certification and serves around 6,000 customers annually by implementing an auditing and ISO certification program. IMSM will integrate into our GRC services segment where it will cross sell with the large SME customer base already served by WorkNest. We have a strong software development capability in GRC and CoreStream, our enterprise risk management product, as part of our integration plans, is working with IMSM to evolve its advisory service into a SaaS revenue stream, which would see clients able to monitor and track their ISO compliance via a cloud-based solution. We plan to enter this attractive adjacent market since 2021, and this move marks an important strategic development for the group. Looking more broadly, we built a GRC division of services and software in areas which are all in demand in markets undergoing structural growth. While there's a more uncertain economic environment with longer sales cycles in some areas, the long term trends are very favorable and we continue to grow pleasingly. This slide explains what the practical drivers behind our business lines are. Our GRC service lines are focused on ISO, health, safety and employment law. They're driven by bodies like the Health and Safety Executive enforcing regulations and fining companies for avoidable workplace incidents and injuries. There is a significantly increased enforcement burden in these areas with an increased need for corporate compliance to avoid investigations or fines. Our employment law division is still a largely unvendored market where a good number of the UK's 249,000 SMEs do not yet take an outsourced HR compliance product, and so risk employment tribunals, poor governance and poor employee relations. Without proper assistance, this can prove costly. WorkNest provides that subscription advice product to help steer companies through legally sensitive workforce matters. Across the board, then health and safety fines are up, employment tribunals are up, the need for employers to manage compliance in these areas continues to grow. In occupational health, the increased corporate focus on health and wellbeing is pushing enterprises to roll out employee assistance and mental health programs, health surveillance for their employees, and to conduct recurring health assessments. Not only is this mandatory in certain sectors, but it's cost effective for companies across all sectors because it minimizes employee absence and improves productivity. The UK loses approximately £42 billion each year to employ absence. It pays for companies to actively manage the health and wellbeing of their workforce delivered by a business like Marlowe's market leader, Optima. ISO certification is still an unvendored global market, which has been driven by cross border business and supply chain complexity. The UK market is reasonably well established, most companies know they should have their ISO standards audited each year, but their importance is growing as new standards are released and more and more companies demand these standards across their supply chains. In our software lines, Compliance eLearning is becoming a well understood purchase. We all have to complete our mandatory anti-bribery training or ensure our staff are trained in anti-money laundering or health and safety. And the market is growing at attractive rates as clients move their training requirements on to software platforms like our VinciWorks and as new regulations continue to take hold. Our regulatory data and enterprise risk management platforms, Barbour and CoreStream share similar drivers. Barbour is benefiting from clients looking for software which can host all their relevant regulatory information, what laws and regulations they need to abide by in areas where they may do significant levels of business, but where deciphering regulations can be very difficult. CoreStream is benefiting from large clients' risk teams seeking cloud based risk management products in areas like cyber, audit, ESG or health and safety. So as you can see, Marlowe's made a significant transition from field based compliance towards technology led services. It is in this context that, during the first half, we commenced a strategic review of the group's organizational and capital structure, with a view to positioning us to continue both the successful delivery of the group strategy and to maximize shareholder value. The review was focused on the group structure, markets and future strategy. Today, Marlowe consists of a portfolio of compliance service and SaaS businesses, which each have benefited from significant investment and have strong growth prospects in sizeable markets with strong competitive positioning. We have been evaluating the merits of a potential separation of certain group assets as a route to maximizing shareholder value and creating a more suitable organizational structure for future growth. Since 2016, when the company was first formed, Marlowe has evolved from a pure play company service business focused on the route-based fire safety, water and air testing and inspection sectors to a much broader SaaS and service provider, addressing both software and service markets across governance risk and compliance and testing, inspection and certification. Whilst all our markets are regulated compliance markets, our operational activities have diversified into sectors with varying operational and financial characteristics. As shareholders are aware, our focus has pivoted increasingly into higher margin GRC services and technology in the last three years. The separate sides of our business have varying operating models, financial profiles and capital requirements. Software as a service currently accounts for approximately 25% of group profitability. Software and remotely delivered GRC services present very different characteristics to field based compliance services. It is in the context of this growth strategy and the continuing pivot towards GRC regulated technology and services that the board is undertaking this review and considering splitting up via a potential demerger or divestment of certain group businesses. Such a managed separation would look to effect a separation of our GRC regulated technology and service activities to provide both the separated businesses with an optimized organizational and capital structure. The process of evaluating this option is well underway and we will undertake an open and transparent engagement with all stakeholders and communicate further as appropriate. To wrap up then, some key highlights. We're pleased with our strong revenue growth of 13%, with organic growth of 6% and double-digit EBITDA growth demonstrating the resilience of the business and our markets. This continued growth is in the context of a more uncertain economic backdrop. We've delivered major progress on integration programs across multiple businesses and expect this activity to be largely concluded by the end of the financial year. This investment is creating long term shareholder value. We're particularly pleased with our expansion into the ISO market. And following the deployment of £37 million into M&A in the first half, we are prioritizing deleveraging in the second half of the year and targeting leverage of around 2 times at the year-end. And we look forward to reporting further detail as appropriate in the context of the strategic review in future. Many thanks for your time.

    Operator

    [Operator Instructions]. Our first question today comes from a line of Sam Dindol from Stifel.

    Samuel Dindol

    Three questions for me, please. Firstly, on occupational health, on the insourcing. Can you give us a sense of the scale of that insourcing, whether that's an unusual contract in that portfolio? Secondly, also on occupational health, can you give us a sense of the revenue and margin progression you expect over the coming years? So, I appreciate some synergies [Technical Difficulty].

    Alex Dacre

    In terms of the insourced client, this is a client that planned to insource significant portion of their corporate health and wellbeing requirements about two years ago. So it's been expected. It's a public sector customer. And I think the revenues are about sort of £4 million or £5 million in total, and that's a phased insource. From time to time, customers do make decisions to insource a portion of their work, but the general trend in the market is towards outsourcing. Outsourcing corporate health and wellbeing requirements enables more efficiency, enables much broader clinical capabilities and the use of applications like the My OH portal, which is the Optima digital application. So we see a medium and long term trend of continued outsourcing. But as I say, from time to time, we do experience some churn as a result of customers going in the other direction. In terms of the sort of medium term targets for occupational health, we do see this as a mid-to-high single-digit organic growth play. And if you look at the long term trends that Optima has delivered, it's in that range organically. And over time, we do see getting the margins to around 20%. So, slightly lower than other GRC activities, but very strong for the sector. In the second half of this financial year, we're in the final stages of a major integration program within occupational health. We've essentially brought 10 businesses together over the course of the last 14 months, the Healthwork business, the TP Health business integrating into Optima, and that's been a very successful program. We now have one brand, the Optima brand. We have one operating platform, we have one digital platform. And we have largely integrated service delivery, consolidated systems, and a single optimized organizational structure. As a result of that single structure, we're now at the stage where we're able to realize further synergies via the removal of a significant number of duplicated roles in the coming months. And going into FY 2025, that program will be complete and the focus will shift from integration to organic initiatives.

    Samuel Dindol

    Finally for me on the strategic review. Is there any timeline on that? And from your early work on it, is there any thoughts you can give?

    Alex Dacre

    In terms of timeline, look, we will be consulting with shareholders and reporting as appropriate. But this is a process that's been underway for some months now, and really it's focused on evaluating the merits of potential separation – potential splitting up of parts of the business to recognize the fact that, over the last seven years, the group has evolved from primarily a compliance service business focused on field-based compliance services across fire, water, air through to a much broader compliance business with activities increasingly pivoting towards regulated GRC technology and services. And because of the different financial characteristics and operational characteristics of compliance services and compliance technology, the board sees this as a very interesting route to generating significant shareholder value by considering potential managed separation. But as I say, we will be consulting with shareholders in the coming weeks and expect to report a report further as appropriate.

    Operator

    The next question today comes from the line of Christopher Bamberry from Peel Hunt.

    Christopher Bamberry

    Three questions, if I may. We saw a slight slowing in organic revenue growth from the four months to the half year. Just your thoughts on growth in the second half organic growth, also taking into account that insourcing of the occupational health contract. Secondly, as we look at the margin in the second half of and into next year, what are the key positive/negative factors we should consider? And finally, obviously, you talked about prioritizing deleveraging. It sounds like no M&A. Are there circumstances under which you might consider buying something in the shorter term, perhaps, I don't know, like a new vertical like IMSM or something like that?

    Alex Dacre

    Why I don't I cover that and then Adam can add some color as well. Growth in the first half of 6%, we're reasonably pleased with 6% growth in the first half, which we think reflects a solid performance in the context of more uncertain macroeconomic backdrop. And our markets are all growing. Our markets are growing sort of low single-digits in the current environment. So the fact that we're able to deliver above-market organic growth is pleasing. We've seen probably slightly slower growth on the GRC side than would be ideal. And that's been impacted partly by low single-digit growth in the occupational health business, primarily as a result of – almost exclusively as a result of the reason we alluded to earlier. So slightly higher churn in the short term, but the new business pipeline within occupational health is strong and already secured new business is starting to come onstream. I think we're guiding towards a similar level of growth in the second half, but, hopefully, we can do slightly better. And I think our medium term range remains high single-digits. So sort of 6% to 9%, I think, is the sort of level that you should see Marlowe delivering in future periods. And in slightly better economic periods, I think it's towards the top end of that range. On the margin front, for the full year, we're expecting margins to be at similar levels to where they were last year. So we're expecting better margins in the second half than the first half. And that's primarily a result of finishing off integration programs, driving synergies associated to those integration programs, and seeing the temporary reduction in margin on the TIC side of the business in the first half revert as we increase the number of inhouse fee earners that we're using to deliver services rather than subcontracting out an element of that work. On the deleveraging piece, you're right that the focus in the second half is very much on bringing leverage back down to around 2 times. And we don't expect M&A in the second half. Very pleased to have got the strategic acquisition of IMSM complete in the first half. That was a long-held ambition to develop our capabilities into the ISO certification space, which is a high recurring revenue, high margin, fragmented market, which is a core part of the GRC technology and services arena. But in terms of circumstances that we would we would consider M&A, I think you're really looking towards next financial year now. And as I say, once we've got leverage back down to that 2 times level, then it makes sense to consider continuing the consolidation story that we've successfully delivered over the last seven years.

    Operator

    [Operator Instructions]. The next question today comes from the line of Andrew Blain from Investec.

    Andrew Blain

    A few for me. Firstly, how much upside do you think there is to the TIC margin beyond this year? And is that part of the thinking re divestment? And then I'll rattle off a couple more. Is there any more detail you can give around occupational health customer base and what the composition of contracts is there in terms of average size or length, et cetera? Finally, on the staff restructuring, £4.6 million in the first half, what should we expect for second half this year and then into 2025? Not the total restructuring cost, but that specific line of staff restructuring, which you highlight is the largest. And when you take your foot off the gas in terms of M&A, how quickly does that cost fall away?

    Alex Dacre

    Why I don't take the TIC margin and occupational health client base. Look, the TIC market is a highly attractive one, partly because of the economies of scale that accrue as a result of both the scale we built in the market, but also the effective integration and operational improvements that we've implemented. The primary driver of margin is route density. So the larger number of fee earners we have delivering our services, the more efficient we can be with the delivery of those services. And as a result of the pretty well invested national infrastructure we've now got within the TIC business, we're seeing that, as we grow organically in the sort of high single-digit range that we've been delivering over the last couple of years, the opportunities to be cost focused in the overhead and control the costs in the overhead are becoming increasingly attractive. I've alluded to the fact that, in the first half, there was a slight compression on margin as a result of the increased outsourced subcontractor spend to support the significant organic growth that we've delivered in recent periods. That's a temporary point. So we don't need to outsource that spend going forward. And we're in the process of building up inhouse resources, which means we can then deliver work at more attractive margins. So over the medium term on a post IFRS 16 basis, we do see this as a high teens EBITDA business. And in very rough terms, half of that increase comes from efficiency and service delivery efficiencies out in the field. And the other half comes from the operational gearing that we're enjoying in the back office. So, your point on potential divestments, I'd just refer you back to the answer I gave on the strategic review and the group considering managed separation of our GRC regulated technology and service business and potentially the field-based compliance side of the business on the other hand. In terms of occupational health and the client base, so it's a broad mixture across the private and public sectors. We work with both enterprise customers and the mid-market. And we do work with some larger customers, and the customer we've alluded to earlier was a reasonably significant one. I think the average customer size in the business will probably be a couple of hundred thousand of revenue, or maybe slightly smaller than that. And then there'll be a long tail of SMEs. The largest customer in the division will be in the high single-digit millions. So sort of £7 million, £8 million. And really, any customer – any corporate across the UK has requirements for corporate health and wellbeing services, the strict regulations that enforce those requirements. But we tend to focus our sales and marketing and account management activities on the larger enterprise customers because, clearly, with those types of customers, the ability to move the dial is more significant.

    Adam Councell

    Just picking up on those restructuring costs, Andy, so the staff restructuring, as you say, was about half of our £9 million that we had in the first half. And we guided to sort of £16 million for the full year. So that clearly indicates sort of going to be a couple of million reduction in the overall restructuring costs. So in terms of that staff restructuring element, I'd expect about half of that reduction, so about £ 1 million, to be in the second half, maybe a bit more. So, £9.4 million going to £16 million is just sort of six and a bit in the second half, so up to sort of £3 million reduction, of which about half will be in that staff reduction. So into FY 2025, it will fall significantly. So I think in FY 2025, you'll be talking about a couple of million of staff restructuring. I think the numbers out there sort of suggest around £5 million of total restructuring cost next year. So it'll fall extremely quickly into next year, especially as we haven't gotten any short term M&A in the pipeline.

    Alex Dacre

    But the key point to stress here is that our restructuring programs are well progressed. And, yes, the first half has been a period of intensive restructuring and the second half will be a period of further integration activity. That is in the context of, over the last 18 months, couple of years, having spent £430 million on 36 acquisitions, and it does require investment and time to drive the synergies associated to those acquisitions. The key message is that integration activity is concluding and integration programs, for instance, the VinciWorks one, are now complete and restructuring costs are falling away completely. And going into next financial year, we expect both integration activity and the associated investment to be very significantly reduced on this year.

    Operator

    [Operator Instructions]. Our next question today comes from the line of Andy Smith from Panmure Gordon.

    Andy Smith

    Two questions, please. One in relation to the interest rate that you're charged. Is that all variable or is that some of that now fixed? And the second question is in relation to – earlier in the year, you referred to a capital reduction scheme to use the share premium account? Is that still going on? And as a result of that, is there a potential for dividends? And I know the priority is to pay down debt, but just want to just clear up that point, if I can.

    Adam Councell

    I'll pick up those, Andy. In terms of interest rate, yeah, our RCF structure is over a floating interest rate. Clearly, at this stage, the board is looking closely at, is there an appropriate amount of the debt to fix and is it the right thing to do? And the pricing of those suggests right now that it isn't. But, certainly, when a window of opportunity opens that there is an attractive fix, then that's something the board would certainly look at. In terms of the capital reduction, that is now complete, that process. So that took place earlier in the year. Obviously, prior to that, we couldn't pay any dividends. But now that we've done that capital reduction process, we can. But, clearly, at the moment, we're indicating that we'd probably use internally generated cash to reduce the leverage. But in due course, a dividend is an option, certainly, something that we'll consider.

    Operator

    [Operator Instructions].

    Operator

    There are no additional questions waiting at this time. So, this will close today's question-and-answer session and also close today's call. Thank you all for your participation. You may now disconnect your line.

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