Clarivate Plc (CLVT) Earnings Call Transcript & Summary

Right. Good afternoon from the U.S. and good evening to our U.K. and European clients. My name is Manav Patnaik. I'm Barclays' Business and Information Services Analyst. Thank you all for joining our Americas Select Conference again. Unfortunately, it is virtual for the second year in a row, but fingers crossed and hopefully next year, will be in person. But either way, we've had a lot of interest both from investors and our companies and especially pleased to have with us today Jerre Stead, who's the CEO at Clarivate and Richard Hanks, who's the CFO. So firstly, Richard and Jerre, thank you so much for your time.

Thank you.

So Jerre I tried to do a lot of prep in terms of what questions to ask you in this session, but you made the job really easy on Monday, I guess. So let's start with the ProQuest acquisition, $5.3 billion. Maybe you can just set us up with the high-level reasoning or the strategy behind making that deal.

Yes. Thanks, Manav. A quick comment. If you remember, on this event in 2016, you and Lance and I sat together because we had just announced [ that one ]. And coincidentally, we were $2 billion, they were $900 million. Happens to be about the same as this one. So 5 years later, I'm glad to be back and talk about it. Quick background, when -- 2 years ago, last week, we started public -- turned public. And what we did was lay out a series of steps, Manav, of what we wanted to do to get scale and be the world leaders. We actually had identified 5 global markets and one of them being the second largest one was academics and government, $26 billion to $30 billion. And we laid out a series of acquisitions that would get us there. We were able -- as you remember, we don't do any auctions. We make sure that we have exclusive agreements. We were able to get DRG, which was a big step last year in February. Then we closed on CPA in October of last year. So that gave us a big step-up with the ability to have scale, $1 billion business in intellectual property. And that's very significant step-up with the life science. This was the next logical step because this now puts us where we've got the scale, I hope to have. I had wanted to make sure that we were on track to be a $3 billion business, if possible in 2022. EBITDA business of 44% to 47% in 2022 exiting and $1 billion free cash flow, and we're on point to do this. This one was very interesting because I had actually looked at it in 2014 at IHS as to whether that would be a good leg of the stool. That was before ProQuest had acquired the software company, and that was a huge change for us. So we make that all happen. We actually started discussions with Andy Snyder the Chairman of ProQuest and Executive CEO of the family company in January. We reached a conclusion of pricing at value, et cetera, in the second week of April. We did all the due diligence a week ago. On Monday, we had our due diligence meeting, got good thumbs up. It was everything we hoped it would be. And then last Friday, we got approval from our Board to move forward. We closed the signatures late Saturday evening, announced it Monday morning. And what it does is -- I've never had one quite like this. Two things -- it, like the rest of Clarivate, it's immune to downturns so that's a great thing for us. They were down worse case, 1% in 2010. Two, they provide us, together with them, the best total one-stop shop for -- as we move to those 5 global markets in academic and government, couldn't feel better. Their software is becoming the plumbing, if you will, sort of all of the academic world. They've got great software, they're in with 2,200 customers now. We see the opportunity to grow that very significantly. And as we bring our piece of Web of Science together, it lets us touch literally every class from kindergarten through doctor's degrees in every university and academic area in the world by country. It also gives us a chance to continue to tailor of what we want to provide, what the customers want us to provide from a research standpoint, where we -- in our purpose, we set out to change the world at Clarivate through research and that's what this one does. So it met all the criteria, including the scale, we wanted the ability to get us to significant year in, year out organic growth and to get through after the cost takeout. You can pick your number, but as we exit 2023, you should expect this to be 47%, 48%, maybe 50% adjusted EBITDA. So that's the logic behind all of that.

Got it. Richard, maybe I can just have you go over the financials and kind of the synergy targets and how you're seeing that being accretive to Clarivate?

Sure. So, approximately, it's a $900 million top line revenue stream, 30 -- just over 1/3 of that is software and services and 60% is content. And the fastest-growing segment of the market is ed tech. So it's that software and services piece that, we're interested in the whole business, but that's really attractive to us. Margins at 30%, trailing. We will get the margins over the course of the next 18 months up to the 45% marker, which is the Clarivate guidance for this year, excluding ProQuest. So we're looking at $100 million of expense synergies that we will execute over that 18-month time frame post close. That's going to be a combination of back office savings, a natural expense duplication that we see across the portfolio that we will execute against over the next 1.5 years. Coming out of 2022, we'll have basically the integration completed.

Got it. And you both talked or referred to the software fees being critical and very attractive. Can you maybe get a sense of what does that software do? And why it's so critical for you?

Great. You start, Richard, I'll pick up because it's really exciting.

Yes. So the strategy here is to unify the platform applications which higher education institution is using with the provisioning of content and services. And so ProQuest brings to us that library management platform that is used to collect, collate and distribute information around the university or college. And so that's 1/3 of the business. It's the fastest-growing segment of the market. And there are other ancillary software platforms that have been built around their core Alma and Vega knowledge management applications. So we see plenty of -- lots of room for growth just selling more of what we already have, but there are a lot of exciting new products that progress and brought to market and more products that we'll continue to build in the future. So it's a fantastic opportunity for us in that regard.

In a lot of the places around the world, China as an example, where we've got large scale in Web of Science, that's just great opportunity for us to place that software in place as well as the rest of ProQuest. So it's really very exciting, very complementary. And the way they've laid this out is, right, as you may remember, Manav, I've read -- led a couple of pretty large software companies over the years. This is as well laid out as anything I've ever seen and changes the game from a cost efficiency standpoint for universities at provost level or higher.

Got it. So software is, I think, 35%, 40% of the mix. Can we do the same thing to just appreciate what the content side brings to the table?

You start, Richard, that's great.

Absolutely. So they have a very broad content set within the ProQuest -- within the ProQuest One Cloud. That comprises, just for some factual context in higher rate, it's 1.8 million eBooks. It's 824 million, call it, 900 million issues of newspapers and general business information, 285 million journal articles, data of 40 million books, 5 million dissertations so they have a very broad corpus of content that is used across the higher educational space. And what's really terrific is with the ERP platform that we have and the solutions we have from ProQuest alone, the piping through which this content is distributed. So that's where the synergistic opportunity for us exists and will further enable us to increase our retention rates of the clients we serve today.

It makes it that as we said -- I said a few minutes ago, Manav, our whole goal is to provide the best total offering in the world to help researchers in all businesses, by the way, not just academic, be able to do better research than ever before. And that, as Richard just described and adding our Web of Science information to that gives it a place that nobody in the world has ever had the ability to go in and stay there and learn what they need to.

Got it. So Jerre, it's obviously $900 million of revenue. You get it to 45% margins. That gets you fairly close to your 2023 personal goals that you had set out. So does that mean the M&A pipeline is shortened? Or does that mean we need another personal goal from you?

Yes. No, no. It's a great question. It gives us the scale that we wanted to have for sure. We'll continue to do pipelines full and fuller yet this week after the announcement of ProQuest, of tuck-ins that will add both regional as well as customer base, and we'll continue to do that. This does get us to a point that we'll be -- $3 billion worth of that, Manav, will be $1 billion plus. That's the beauty of the model, as you know, our free cash flow. We'll spend, just to put it simple, 5% on CapEx of revenue. So let's just say that's $150 million a year. Our all-in tax, all-in, including ProQuest will be $50 million, $55 million a year. So think of $1.4 billion EBITDA and $200 million plus any interest we have all free cash flow to do 2 things. One, allow us to continue acquisitions. We now have the core nucleus in place, and that's what's so exciting. We'll be always looking for proprietary data and other data. We'll always be looking to fill in. So just like the acquisition we made last year in China, the small one this year in Korea that complement geographic areas. Both of those were great ones because they strengthened our patent, part of the business in our CPA business significantly. So I couldn't feel better about where we're at. And it is a year ahead that I gave that guidance, last November 10, I think it was. And so what we'll be focused on is getting ourselves at, I believe we have all the things in place today to be able to operate consistently at that 8% to 10%, maybe higher organic growth complemented by tuck-ins for years to come. You know the model so well, which is you get north of 5%, 5.5% of organic growth and we'll drop 150, 160 basis points to the bottom line of EBITDA every year, and it gives us great flexibility. We'll take the debt down. This will be 4.5x when we close. Next year, when we exit 2022, we'll be down under 3.5%. And of course, just an order of magnitude of free cash flow, that will let us continue. We have $400 million in cash on the balance sheet in Q1, so we can continue to do the tuck-ins and we will. We'll take the debt down. We'll look to see if there are larger tuck-ins. And if there are, we'll make those happen. And then we'll look at what we can do to give the best single return to shareowners, including looking at share buyback if that gave a better return than any acquisitions we could make. But I'm very excited about the fact that we're at the scale that we hope to be.

Got it. Well it doesn't look like share buybacks will be anytime soon because it sounds like your pipeline is full. But the 1 question I had was, after CPA, the mix of revenues skew towards IP. Now after ProQuest, it's skewed back towards science. In a steady state, which is going to be the biggest segment if you had to -- if you have the ability to execute on your entire pipeline?

Yes. Great question. The 5 global markets we're moving to, as we said, with one Clarivate. We took the intermediate step. And when I first got involved in May of 2019, there was 7 businesses they run independently. We put those into science, 2 of them, 5 of them into IP. We divested 2 of the 5 in IP, acquired CPA and also DRG. So that gave us the scale. So we're now moving. July 1, we'll have Asia focused in the sales organization in those 5 global markets. This will allow us to sell all of our products, whether it's been historically in IP or in science into those global markets. So for example, like I said, this one is the second largest market, $26 billion. We'll be selling all of Web of Science, we'll be selling all of ProQuest and complementing that with life science products that we'll sell into research and academic, medical universities, IP to manage governments and universities, their intellectual property and their patents. So when we look forward, it's a great question. When we do our Investor Day in November this year, we'll show you that opportunities we see in each of those 5 global markets, and that would be a better way to think about it and where we are in science and IP because we'll -- there are places that we can grow in those markets that we have good strength but can get better strength. But that's what we'll lay out in some detail.

Okay. That's helpful. And maybe shifting a little bit to the organic growth side of the equation. Just the first question I had was, I think you talked about ProQuest will grow 6% organic. And then on top of that, you will have revenue synergies. So just help me appreciate what those revenue synergies are and how meaningful could they be.

Yes. Just great question, Manav. Thanks. Two things. As you remember, we don't -- when we do revenue synergies, we don't put value on that. We gain the value when we deliver. This 1 has 3 areas I would talk about. One, I mentioned a couple of minutes ago, our strength in Asia will let us provide a big, big platform for ProQuest products, software and all the other great data they provide. So that's a big step forward. For example, we're in every one of the Level 1 and 2 universities in China. That will be a big step forward for us. Secondly, we will put a lot of -- they've got 25,000 customers today, ProQuest does. We'll put a lot of our Web of Science onto the platforms they currently have. They have very high retention rate, 98%, 99% into some of those smaller upside universities around the world. Then the third bucket is where we'll bring together with their software, which is really outstanding, we'll bring together our offerings and their offerings for packages, we'll sell in academia and government, certainly at the provost level in academia. And I think if you think about the 3 of those, short term, the biggest one is geographic. Second is our ability to sell-through Web of Science into their existing customer base. Third is we'll move --they have 25,000 customers -- we'll move in at least 70%, 80% of those customers in the following years to inside sales. And that will allow us to give more penetration with the smaller ones that we have not been in, we meaning Clarivate. So those are the 3 buckets. There is -- I would say it this way and let's talk next year to see if I'm right, this is the single biggest opportunity I've had at Clarivate to be able to gain the synergies, my words, at cross-selling, but it will be going into that academic market.

Okay. Got it. Well, maybe somewhat tied to that, right? I mean, 6% to 8% is your kind of exit rate this year. And that's I think the range that most investors are looking at. Earlier in the call, you talked about consistently doing 8% to 10%. What is the gap in those 2 ranges? Like what do you need to get done at Clarivate to be able to successfully do 8% to 10% because that's quite ambitious?

So great question. You'll see us when we deliver, we don't, as you know, do quarterly forecasting our guidance. But just remember, 48%, 52% this year split on revenue, 42%, 58% split on EBITDA because Q4 is the largest we have for traditional Clarivate, for DRG and for CPA. ProQuest is 49%, 51%. What you'll see though is once you get scale, the number somewhere above, let's just say it this way, a significant portion of the second half, 52% revenue is in Q4. So you're going to see great drop-through. You'll see EBITDA, 48% to 50% there. And you'll also see what we're able to do on an annual subscription base going forward. So the 8% to 10%, think about the targets we've got. Inside sales will add 1.5% to 2%, our organic growth as we focus and harvest those smaller customers. Price realization all-in consistently will be, I'll be conservative and say, 4%. So I get to 6%. New product offerings between the 2 businesses, ours and ProQuest is at least worth 2%. We'll have continued to increase our renewal rates. We expect to get north of 95%. We will also complement that as we continue to grow our professional services, which has become a great business because what that gives us is, for every dollar we spend about 2 years later, we'll get $20 of pull-through, almost for sure, of annual subscription base. So that's another 2%. And that -- then the new names that we go after is probably another 1%, 1.5%. So I just gave you 12% of what is there for us to execute. We have to execute it, of course. But that's why I think the 8% to 10% is the realistic number, and our team has signed up for that.

Okay. That's super helpful. One area I wanted to talk about, you had brought it up as kind of an opportunity that you bring to ProQuest, which is your APAC, China presence. Can you just talk to us about the importance of APAC, China in both your segments? And I believe APAC is at 25% of revenues perhaps today. So what could that be?

Yes. So when we close this acquisition for ProQuest, we'll be just about -- just over 20%, Manav, in 2020 going into 2022. The -- you're right, we believe there's 4% to 5% of growth in the next 5 years, meaning we'll grow that part of the world faster than the rest. It won't be -- we don't grow, but grow faster. Life science is the fastest-growing in the world, as you know, 12% to 14% new, by far, the fastest in Asia. Academically, the fastest increase in spending has been a continuous debate in Asia. And the IP business, about 6% to 7% is growing of new patents every year. 70% of those, 65% of the trademarks come out of Asia. So that's the portfolio. We thought about it intentionally. It's a great question of how do we make sure that we take -- because we've got the scale there now, how do we make sure and take advantage of that? So that's the -- if you will, if we can accomplish that in the next 4 to 5 years, that will give us a big leg up on the organic growth.

Okay. That's super helpful. Maybe we can shift gears to CPA Global. Just a quick update on where we are in the integration there. And also just in terms of what the growth rate at CPA Global looks like now. I think they did get impacted by the pandemic. So just curious if you're back to those levels.

Yes, great. I'll start, Richard, you pick up. We're about 5 months ahead of our original plan on integration with CPA. I couldn't be more pleased. Give Manav the color, Richard, if you would.

Sure. So with the commitment we gave to the market, was exiting 2021 with run rate savings of $75 million. We're ahead of plan in terms of timing and ahead of plan in terms of quantum. So we'll exceed the $75 million with some margin. And in terms of growth, CPA will come into -- will anniversary into our organic growth rates in 1st of October. So we'll have a full quarter this year for CPA. As Jerre said, the global patent market is growing 5% to 6% a year. That's in terms of the universe of patents. And CPA manages 15% of all active patents. So it's got a nice market share, but plenty of room for growth either organically or through tuck-ins. And we expect the business to grow in 6% to 7% year in, year out with further revenue growth opportunities on top of that. It's a very, very predictable, high level of recurring, reoccurring revenue. And great margins, terrific margins.

Got it. Just again to that question on revenue synergies on top of that. Typically, Jerre, how long does it take to start showing that post integration? And yes, I mean, just how meaningful do they end up being?

Yes. I know, great question. Sorry. CPA, you should think about seeing the cross-selling, if you will, as we go into those markets that I talked about of getting that picked up at the end of '21 and significantly in the first half of 2022. We saw that, by the way, it was interesting with DRG, which had a great Q1 in 2021. Part of that was because of timing with pandemic that came out of Q4, which wasn't what it usually was. But we saw that happening, where we're now packaging really well Cortellis and DRG. And so you'll see that pick up because so much of our business is -- as you know, annual subscription based, and their's is 98% recurring. You see that happening heavier in the first half of next year than it was in the first half of this year. But that's why I feel good about going out of 2021 with the CPA cross-selling coming into 2022.

Got it. Jerre, in the 5 minutes or so we've got left, maybe let's start with DRG, right? I think that one is fully integrated. Maybe you're already starting to see some revenue synergies. Maybe it's a good case study to show us what CPA and ProQuest might bring to the table. So maybe if you could just talk about that asset.

Yes. It's turned out to be a great one. It's software. There's no question in Q4, which is historically, their biggest 35% of their revenue has been historically in Q4. And we're well on track. We brought in an outstanding executive. She's done a great job of doing that integration, which is finished and now selling in. I think you should think about very strong double digits in DRG in -- not think about it, I know it's going to happen in 2021 and you'll see that cross-selling as we move to those 5 global markets in the healthcare and life science. You'll see that growing equal to at least 11%, 12% to 14% global, and a big piece of that is because of DRG, Manav.

Got it. And so again, Jerre, maybe just to round up the conversation here. You bought DRG in life sciences. You bought CPA Global more on the IP management side of things, it looks like. And the ProQuest gives you kind of the software and content thing. Can you just help us visualize the white space or the areas where we'll see you guys do more deals in?

Yes. And again, I'll give you a great detail when we can map it out. But those 5 global markets that we set out actually before we even closed 2 years ago, are $102 billion in total of TAM, actually, total available market. Current available market of that is probably $40 billion for us. And if you think about us being $3 billion, let's just say it's 10%. And it is the ability to sell across every region. It's the ability to sell, as I said, bundles that nobody else in the world has. I'll just use one example in which is an exciting one. One of the universities I've been working with last year, which is a top research university in the United States. Last year, we did $540,000. We are operating with an opportunity to provide them with $3.5 million, which includes life science, which includes managing their patents for them. And I just learned this morning, I got the number, there's probably $1 million addition opportunity because they currently do not use any of the software that we'll pick up from ProQuest. So that's the kind of scale that we'll be looking towards growing. They're all not going to be 7x as big, but that's what we'll see happening. And I feel so good about this because we -- we're blessed to have the best total set of assets that we could be for those 5 global markets.

All right. Well, Jerre, I'm going to end with one last one, and that is in -- before you bought DRG, it felt like you guys were not ready for a large deal and you bought DRG. After DRG, we thought you'd have to wait it out at least a year, but you -- a few months later bought CPA Global. Then we were convinced you need time to digest both those assets before you did the next big one, but yet you did this on Monday. What's the secret behind like how do you guys can just -- I think, talk to us about the capacity and the capabilities there.

Great question. We felt the best team, and a lot of them have been with me before I've ever had for integration and I feel really good. Now the facts are, Manav, it's a great question because we were as far ahead as we were with CPA. I felt good. Richard felt Good. We all did, Mukhtar, everybody of our ability to -- assuming July 15 or thereabouts to start the integration of ProQuest. And these are big ones, including in the back room, but it's a world-class team. They've proven what they can do. And like I said, being 5 months of -- ahead of CPA integration gave me a great deal of comfort. So we feel good about it. By the way, we spent a lot of time, and question's a great one to end on, a lot of time making sure that we knew exactly the steps we needed to take if we were successful as we're delighted to hopefully adding ProQuest as soon as possible. So we felt really good, and we've actually started today internally, making sure we've got everything ready to go when we get the opportunity to have them join. Have wonderful colleagues, great customers. And we're on point to get that integration done, as Richard said earlier, by the end of 2022. So it's an exciting time for us. And one, I'm very thankful to be part of.

Got it. Well, it sounds like there's a lot going on, Jerre so looking forward to tracking your goals. Thank you, Richard, as well, for your time, really appreciate it.

Thank you.

Thank you. We're very appreciative of you.

All right. Take care, everybody.

Thank you.