Good day and welcome to the Clarivate Fourth Quarter and Full Year 2021 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please also note, this event is being recorded. And I would now like to turn the conference over to Mark Donohue, Head of Investor Relations. Please go ahead.

Thank you, Tom and good morning, everyone. Thank you for joining us for the Clarivate fourth quarter and full year 2021 earnings conference call. With me today are Jerre Stead, Executive Chair and Chief Executive Officer; Jonathan Collins, Chief Financial Officer; Gordon Samson, President, IP Group; and Steen Lomholt-Thomsen, Chief Revenue Officer. All will be available to take your questions at the conclusion of prepared remarks. As a reminder, this conference call is being recorded and webcast and is copyrighted property of Clarivate. Any rebroadcast of this information in whole or in part without prior written consent of Clarivate is prohibited. And the company earnings call presentation is available in the Investor Relations section of the company's website, clarivate.com, under Events and Presentations. During our call, we may make certain forward-looking statements within the meaning of the applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the business or developments in Clarivate's industry to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Information about the factors that could cause actual results to differ materially from anticipated results or performance can be found in Clarivate filings with the SEC and the company's website. Our discussion will include non-GAAP measures or adjusted numbers, including adjusted revenue, adjusted EBITDA. Clarivate believes non-GAAP results are useful in order to enhance our understanding of our ongoing operating performance but they are supplement to and should not be considered in isolation from or as a substitute for GAAP financial measures. Reconciliations of these measures to GAAP measures are available on our earnings release and presentation on our website. And after our prepared remarks, we'll open the call to your questions. And with that, it's a pleasure to turn the call over to Jerre.

Thank you, Mark. Thanks to all of you for joining us today. First, let me welcome Jonathan to his first earnings conference call. He's been with us for three months and his contributions are having a very, very positive impact on our company. We are happy to have him and look forward to working closely with him in the months and years to come. Since we went public in May of 2019, we've transformed and improved our company. While the journey has not always been linear, we've accomplished so much in a short period of time. We're in a far better position operationally and financially than ever before. We will continue to evolve and embrace change. We are much more responsive in our improved colleague engagement and customer light scores confirm we're moving at the right traction. We still have lots to do to take advantage of the many opportunities that lie in front of us. My colleagues and I are 100% committed every day to meet or exceed our very achievable goals. Just three years, we've grown Clarivate from -- in fact, less than three years, we've grown Clarivate from a company producing less than $1 billion of annual revenue to the point we hope to exit 2022 on a $3 billion run rate. Our adjusted EBITDA margins have expanded more than 1,000 basis points and our free cash flow continues to deliver significant increases each year. As we achieve and maintain a sustainable growth rate, the rewards for all of our stakeholders will be ever greater. 2021 was certainly a productive and yet challenging year for us. We made significant progress on transforming our business with value-enhancing acquisitions through an improved product offerings and a new customer-focused go-to-market strategy. We also made progress across many ESG initiatives and…

Thank you, Jerre. Good morning, everyone. Slide 15 is an overview of our 2021 fourth quarter and full year results compared with the same periods in 2020. Fourth quarter revenue topped $560 million, an increase of more than $100 million compared to the same period in 2020, driven primarily by inorganic growth as the ProQuest acquisition closed on December 1 as well as 4% organic growth which was below expectations caused by the factors Jerre just highlighted on the previous slide. Adjusted EBITDA for the quarter was $257 million for a profit margin that approached 46% and represented a more than 300 basis point increase from the same period in the prior year. Net loss attributable to ordinary shares was $130 million in the quarter and increased as a result of substantially higher mark-to-market expense on the private warrants and higher interest expense. Adjusted diluted EPS for Q4 was $0.23 and represented a $0.01 increase over Q4 of 2020. For the full year, revenues approached $1.180 billion, growth of more than $600 million compared to 2020 on strong inorganic growth and solid organic growth of 4.5%. Adjusted EBITDA for the quarter was $800 million, a more than $300 million increase over the prior year, leading to a margin expansion of 450 basis points as a result of strong conversion on the sales growth and delivery of $70 million of cost synergies, primarily from the CPA acquisition. The full year net loss attributable to ordinary shares was $312 million, an improvement of nearly $40 million compared with 2020 on a dramatically lower mark-to-market expense on the private warrants which was partially offset by higher interest and preferred dividend expenses. Adjusted diluted EPS for the full year was $0.72, an increase of $0.08 compared to 2020. And finally, we generated $459 million…

[Operator Instructions] And our first question comes from Toni Kaplan with Morgan Stanley. Please go ahead.

Hi, this is Greg Parrish on for Toni. Thanks for taking our question. I want to start with organic growth, your 200 basis points of acceleration. I guess sort of two parts. One, why you have better visibility this year than in 2020 and 2021. And then why is 200 basis points of acceleration the right guidance? It just -- it seems like a good time to sort of reset to a more conservative views or change the paradigm, if you can give us your thoughts there.

I'll start and Jonathan will pick up and then Steen will wrap up. You're assuming 6.5% is conservative, huh? Is it conservative? We'll see. But no, I'm teasing. Much more important is everything we laid out, we're executing. And I -- if you go back to when I first talked about what we would do from an organic standpoint, I got a great question which was what will stop us. And I said, "Nothing, except execution." We missed it on Q4 on one spot by $20 million in transactions. And we've taken, I think, all the right corrections to pick that up. But Jonathan, take him through the points of what we will deliver to that extra two points.

Absolutely. And just to echo Jerre's comments on the guidance and your point about conservatism, we have lowered the guidance already by $65 million. So last year's miss in Q4, we believe we've adequately reflected. And to his point, the inside sales motion that we started last year and really gained steam towards the end of the year to help with this year's renewal cycle is really going to help drive that incremental pricing and renewal rates, the first two items on the list that we've been talking about, being able to get another 100 bps of price yield on the renewal file, that's going to manifest itself in about 0.5 point of incremental growth. And then the renewal rates, focusing on those smaller customers around the world and making sure that they're pleased with the products and that they're continuing to renew at high rates is a great opportunity as well. The last two really come from the new One Clarivate model that's going to come out this year. And you have to remember for the first time in the company's history, every salesperson in the field is going to have access to every product that we sell for the customers that they're servicing. And we are convinced that that's going to drive additional new subscription growth, higher transactional sales as our products have high relevance for all four of the customer verticals and that should help to deliver those last two items. With that, I'll turn it to Steen to share some additional comments.

Thanks very much. And just to continue the reflection here. So on cross-sell which is obviously the new business engine that we are very focused on, clearly having account managers identifying opportunities in our account is already yielding lots of new opportunities that we are seeing as we are now having a far more strategic conversation, an end-to-end conversation, about how we can meet our customers' needs. So that is one engine of growth, just having an account manager, really representing Clarivate end-to-end. The second point that we highlighted also at the Capital Market Day in Q4 is that we put in place more than 100 new business sellers that's really supporting and enabling the account manager to drive new business and to drive strategic cross-sell by industry and by vertical. And through that collaboration between account managers and sales specialists, we have a dedicated engine to drive the growth that we're looking for, especially around cross-sell. And then finally, gen view on renewals. As Jerre said, we have significantly improved the operational governance and control. And we're already seeing, as we come into Q1, an improvement both in our retention rates and also improvement in our price realization. So some of the actions we took in the second half to improve operational control, especially around our renewal base, is trending positively as we head into 2022. Back to you, Jerre.

Thanks. Thanks, Steen and thanks for the question. Next question, please.

The next question comes from Hamzah Mazari with Jefferies. Please go ahead.

Yes, hi. Good morning. My question is about execution going forward. And specifically, I guess, the size of the company has more than tripled from a revenue perspective, a lot of management change, ProQuest integration, One Clarivate initiative, repositioning, et cetera. Has all that change been disruptive on the execution side, specifically on organic growth? And now going forward, more importantly, is that kind of behind you? Or how do investors get confidence execution gets better?

Yes. Great question. I'll start. Actually, it's a critical question. I'll have Jonathan, Gordon and Steen pick up on it. We laid this all out when we went public, actually including the acquisitions privately because that's what we hoped to pull off. And in September of 2019, we laid out the One Clarivate effort. So it's been underway for a long time. A lot of it, I couldn't be more pleased with. There's no question in Q4, like I said, we didn't deliver -- we didn't close the pipeline on the transactions, specifically, as I've said, in DRG. And that really popped us hard. We've taken corrective action on that across the board, including two things that we're working on and we'll continue to. We're on spot on with the ProQuest integration. The only good thing about the second request that we had from -- on ProQuest when we actually finally closed December 1 was we were ready to run. We're delighted with that acquisition and them coming together with us, much more potential we've already seen than we expected. But it's really important that I feel better than I've ever felt with the leadership team. If you watched me historically, it's pretty consistent. We had great people here that were running an $800 million business when I arrived. Today, we have a team that I put up, as the very best I've had any place, running a $3 billion business focused on getting to $6 billion. So I feel really good about where we're at, at this point. And I do not think the changes we made over the last 2.5 years had an impact on being able to do what we said we're going to do. If you look, we delivered that almost 7% with our reoccurring and organic revenue subscription base in Q4. Our full mass, $20 million to put perspective, cost us the difference between doing what we said we'd do at 7.5%, 8% exit. And we blew it and we didn't get it. But I think we've made those corrective actions. Jonathan, please, then Gordon and Steen.

Yes. I'll just echo Jerre's comments on the acquisition integration and the success we've had there. As I've joined the business and taken a hard look at the plans and the execution, I've been pleasantly surprised with the very clear playbook, the transformation management, the change management that has to come with these types of things. So I think that's manifested really strong cost synergies or over-delivery on CPA. As Jerre mentioned, the additional time was a bit of a blessing in disguise at least from a planning standpoint on the ProQuest acquisition. So really feeling comfortable about the integration there. But I'd highlight it's that same change management that's really helping in the One Clarivate initiative. So this has been in the works for months. I've seen really strong evidence of that and I've been very encouraged by what we're seeing in January and February with a new go-to-market motion. And maybe Steen could add a bit more about that.

Let's go to Gordon first real quick and then Steen because it is the question that we talk about every day. Gordon?

Thanks, Jerre and Jonathan. Yes, thank you for the question as well. Thanks, Jerre. I think you've both covered all the key points. I would just add two things. The structure One Clarivate actually makes it easier for us to bring acquisitions in. And if I look at IMA CPA acquisition, so I know exactly how that feels and coming into a structured organized business with a good transformation playbook. And I think we learn every time we do this and we're absolutely on track with progress. So to my first point around disruption, it actually helps you to have the One Clarivate structure. Second thing is that we're operating the business at scale. So we have flexibility in our operating model to make sure that we can accommodate both growth and also changes in the marketplace. And that can only be done by putting the business structure in place that we have. So those are two big positives and the comments on Q4 have been mentioned by both Jerre and Jonathan. So back to, I think, Jerre or Steen now.

Steen, please. Thanks, Gordon.

Yes. Let me just pick up. I think another important data point, as Jerre mentioned, this is a journey that started more than two years ago and we've made incremental changes to the operating model over the last 24 months. So we implemented inside sales to be able to manage the smaller transaction on renewals. We made changes to our APAC go-to-market model as we came into 2021 and also to how we were serving clients in the IP space. So going to the One Clarivate and having our four industry verticals has been an evolution through the organization over the last two years. And we are now ready and fully implemented with the right supporting structure and management system to execute by the four verticals. Similar to Jerre, on the go-to-market side, we've been able to attract really, really top talent, people that understand to operate at scale. People understand how to lead in those industries with strong industry domain expertise and was really able to drive the growth that we are looking for across our four verticals. So it's been an evolution, not a revolution. And finally, I would say on the ProQuest side, some absolutely amazing talent that we're adding into our business. And as a good example, the leader that's going to run the A&D segment is actually the leader that is joining us from ProQuest. So we have a level of continuity, customer relationships and business insight that's really going to help us as we continue to grow and scale in the coming months, quarters and years. Back to you, Jerre.

Thanks, Steen. Great question. Next question, please.

The next question comes from Andrew Nicholas with William Blair. Please go ahead.

Hi, good morning. This is actually Trevor Romeo in for Andrew. Thanks for taking the questions. I just wanted to touch on the margin outlook. I think at Investor Day last year, you talked about kind of a near-term goal for 47% to 48% adjusted EBITDA margins, now the guidance for 41% to 42% in 2022. I know you also got some cost synergies from ProQuest fully kind of flowing through next year. So is high 40s kind of still your near-term outlook? And if so, over what time frame can you achieve that?

Great question. Jonathan will be happy to pick that up with fresh eyes.

Yes. I think the short answer is this year's outlook is based on ProQuest coming in largely on a pre-cost synergy basis. So you'll note, as that additional $50 million comes on next year, that will continue to drive us up into the mid-upper 40s. Combined with the fact of two years in a row of growth in the 6% to 7% range that we're effectively indicating here with a strong profit conversion of more than 50% really will drive those margins up from that 41% to 42% range to the mid- to upper 40s by next year.

Thank you. Next question?

The next question comes from George Tong with Goldman Sachs. Please go ahead.

Hi, thanks. Good morning.

Good morning.

You mentioned that transaction revenues were pressured by inflation, Omicron and a tight labor market. Omicron is getting better but inflation and tight labor market are still ongoing issues. How do you manage through these headwinds? And why do you believe transaction revenue performance will improve this year?

Yes. No, great question. And you're correct. We spent a lot of time on this. And Jonathan, refer him to the chart and pick it up, please. Good question, George. Thanks.

Yes. George, the bottom of Page 13 is really where we highlight the things that we think will be different in 2022. So I'll just start with inflation. The short answer is we know it's here. We know it's accelerating. Our customers have the ability to plan better for that. So we believe that we'll be able to work into those discussions and have better planning in their spending cycle to be able to address that. The second thing we're doing is focusing our sales force and retraining them and effectively working on retraining our customers in a sense to avoid waiting until the very end of the year to make these purchases. So bringing forward some of these sales, recognizing the value proposition that can be achieved by making decisions. I think you're right. Omicron and COVID seems to be getting better, so that should put some wind in our sails. And on the labor market, even though we don't see necessarily signs of that getting better right now, there are things that we can do to mitigate the impact that weren't in place last year. So we're taking some unprecedented actions. We are hiring for positions that aren't vacant yet, taking some different approaches to bringing people in to really get those staffing levels up. Because as Jerre touched on, that is a key element of getting those deals closed or converted from the pipeline to a real sale is having people that are building these relationships and driving these deals to closures. And we've got to have people in those positions. So...

Great. And I'd just add one quick thing. We don't talk about it a lot but Julie Wilson joined us in April of last year, almost a year ago. We're 50 miles ahead of where we were from an HR standpoint, including we were doing a lot of outside -- we were losing a lot -- we were using a lot of outside sources with our hiring. We've built a really great system internally now. So we're miles ahead on that. We all see at the leadership level, the number of openings, how old they are, where we're at, et cetera. So -- and you should know and I'm sure a lot of other companies are doing it but we're -- the day we anticipate two quarters ahead lead, we're out shopping and hiring today. The last piece of that, that gives us a bit of an edge, some of the costs, as you would expect out of the ProQuest and Clarivate cost savings are people. And we take every one of those people and run them through our opening [ph] system. So that, that gives us a bit of in-house hiring that will also help us. But if I -- I'll tell you, this is, what, now my 42nd year of being CEO. I've never seen a more competitive market. Flip side is, I feel really good about our colleague engagement and the view that we have with our colleagues when they get here. So that, at the end of the day, that's going to be the winning factor. Critical question. Thanks, George.

Next question?

[Operator Instructions] And the next question comes from Peter Christiansen with Citi. Please go ahead.

Thank you. Good morning, gentlemen. And Jonathan, welcome to the call. Jerre, please correct me if I'm wrong here. But I think my concern is U.S. dollar strength impacting retention, pricing realization for your U.S.-based -- U.S. dollar-based international revenue. I was just wondering and maybe Jonathan can help here, if you can remind us of that exposure broadly for the whole firm. And then, more importantly, how are you managing potential demand elasticity in this area, both in the transactional and the subscription base side?

Great question, Pete. Go ahead, Jonathan. We spent a lot of time talking about that.

Yes. I think our concern is with a few currencies. So there are some places around the world where there's meaningful change versus the dollar. In those markets, we're being very thoughtful about working with those customers and acknowledging the source of their funds is in local currency. I don't expect the impact of those to be significant. And I think across the more larger, more stable currencies, think euro, think pound, I think that we're very much going to be able to navigate through that. Probably one of the few benefits of the inflationary environment that we're in is a recognition for most people regardless of what currency they're purchasing in, that things are getting more expensive than that's being planned for. So, I would say we've got an eye on it. We're being careful and thoughtful about it. But I would say it's not a meaningful concern for us at this point.

Great question, Pete. Thanks. Next question?

The next question comes from Shlomo Rosenbaum with Stifel. Please go ahead.

Hi, this is Adam on for Shlomo. The bridge from the 2021 organic growth rate to the 2022 organic growth rate on Slide 19 includes about 50 basis points of improvement in each of the four areas. Can you provide more color on how you came to these estimates, top-down, bottom-up? Just kind of interesting that they're all contributing exactly the same amount.

Yes. Great question. Jonathan, again, have very fresh eyes on that one. And let her rip, Jonathan.

Yes. It's absolutely built from the bottoms-up. We spared the detail and didn't show the 47 bps, 54 bps, exactly. But in principle, it's about an approximate contribution. It's not exactly equal. But I think what we would highlight here is when we built up what we expect the benefit to be in price realization on the renewal file, this is what it comes out to. And it's consistent with what Jerre indicated late last year from largely the new inside sales force that was heavily focused on these things. Same with renewal rates; that's very much looked at on a product-by-product basis. Jerre talked about all these great new enhancements that we put into market, increasing the future functionality and the insights that the products provide and recognizing a greater value proposition for our customers is going to help to drive that. The cross-selling is very targeted. So the teams have done a spectacular job of building out high-level pipelines for this year, products that customers should very much be interested in but didn't have exposure to before the new go-to-market strategy. So that one is very much built up. And then on the transactional, this is one where we had to look back and take into account what happened in the fourth quarter, think about those transactions that were going to remain viable for this year that could close this year and also try to take into account the improvement of those three factors that we just talked about. So you'll note that we're not expecting it to fully recover everything that we lost in the fourth quarter but to make more product -- more progress over what we did towards end of the year. So short answer is, it's been a very thoughtful and detailed build up. We've got a very solid road map to deliver this year.

And I think with that, we'll end. I'll just add two things -- three things, actually. One, what Jonathan just said is critical. If you remember a couple of minutes ago when he talked about transactions which was our issue, period, that $20 million took us to what we delivered in Q4 versus what would have been 7.5% organic growth we bought. And what he said was we're retraining our salespeople. We're retraining our customers. That's a shame on me. I did not realize that we had trained them over the years to wait till the last minute. And that's being practiced very loud and clear, as Jonathan just said. So we'll keep doing all the things we said we've done. We'll get better every day. And we will report each quarter on those pieces that Jonathan just covered. So you'll see where we're at on each of those 200 basis points of improvement in organic growth as we move forward in 2022. I thank you all very much. As I said, I'm very proud of our colleagues around the world. And we look forward to a great progress in 2022 and 2023. Thank you.

The conference has now concluded. Thank you for attending today's presentation and you may now disconnect.