Good day, and welcome to the Clarivate Q2 2020 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Mark Donohue, Head of Global Investor Relations. Please go ahead, sir.

Thank you, Sarah, and good morning, everyone. Thank you for joining us for the Clarivate second quarter 2020 earnings conference call. With me today are Jerre Stead, Executive Chairman and Chief Executive Officer; Richard Hanks, Chief Financial Officer; Mukhtar Ahmed, President, Science Group; and Jeff Roy, President, IP Group. All will be available to take your questions at the conclusion of the 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. This morning, Clarivate issued a press release announcing our financial results for the period ended June 30, 2020. The release as well as an accompanying supplemental 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's filings with the SEC and on the company's website. Our discussion will include non-GAAP measures or adjusted numbers, including adjusted revenue and adjusted EBITDA. Clarivate believes non-GAAP results are useful in order to enhance an 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 in our earnings release and supplemental presentation on our website. 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, and thanks to all of you for joining us this morning. 2020 has been a very productive year for Clarivate, and we still have five months left to go. What the teams accomplished in seven months is simply incredible, including our announcement this morning of a very, very solid second quarter results. Amazingly, we've been able to accomplish so much while close to 100% of our people are working from home. This is a great credit to all colleagues and their ongoing commitment to exceed productivity and service levels while continuing to execute on our strategic initiatives to drive profitable growth and long-term shareholder value. The improved results from our recent colleague engagement and customer service -- Customer Delight Surveys validate the outstanding performance of our more than 5,300 colleagues that are in the great work they're doing every day. I'll cover those results in a moment. Yesterday, we took another big step forward in enhancing our product offerings with the announced proposed strategic combination with CPA Global, creating a world leader in intellectual property information and services. This transformative combination creates a full-service IP organization, which will provide customers with numerous products and services to meet their ever-increasing needs. Once the combination is completed, we will form a true end-to-end global solution covering the innovation and intellectual property life cycle. Earlier this year, we acquired DRG, creating one of the largest and most complete providers of life science information in the world with offerings across the entire life science values chain. Integration of DRG is well advanced. We are delivering on cost synergies and have initiated revenue synergy opportunities. The growth strategy we outlined at our Investor Day last November 12 is coming to life ahead of schedule, and we're just getting started. For the second…

Thank you, Jerre. Our second quarter results demonstrate that the actions we are taking to drive improved business performance are working. We reported adjusted revenues of $277 million, an increase of $35 million or 16% at constant currency. The quarter includes a full contribution from the acquisition of DRG and Darts-ip, which together added 20% to revenue growth. This was offset by the MarkMonitor brand protection divested products, which were sold on January 1 of this year and which reduced revenue by 6% compared to last year's second quarter. Excluding the divested product lines, total revenue increased 21% at constant currency in the second quarter. The foreign exchange impact in the second quarter was a negative drag of just under 1% due to dollar strength as compared to last year's second quarter. Organic business revenue, excluding acquisitions, divestitures and foreign exchange, increased 1% as higher subscription revenue was partially offset by lower transactional revenue. On a reported basis, total subscription revenue was $217 million, an increase of 8% at constant currency. Recent acquisitions added 11% of subscription revenue growth, which was partially offset by the divested product lines, which decreased revenues by 7%. Excluding the divested businesses, subscription revenue increased 15% at constant currency. Organic business subscription revenue growth was almost 4%, driven by new business, including several large contract renewals entered into during the quarter as well as annual price increases. Subscription revenue renewal rates increased to 93% for the first six months of 2020 compared to 92% for the prior year. This is an important metric as we are enjoying the benefits of the product renovations flowing through to even higher renewal rates. Transactional revenue increased to $60 million, up $21 million or 53% year-over-year on a constant currency basis, driven by the acquisitions. Recent acquisitions added 66%…

Thank you, Richard. Before we open the line for questions, let me reiterate how excited we are with the progress we're making towards our long-term profitable growth objective. The proposed combination with CPA Global will play a big role in getting us there even quicker. I want to thank all colleagues at Clarivate for continuing to go above and beyond in the face of the pandemic. Not only did we deliver solid results for the first half of the year, we continued to make significant progress on many of our strategic initiatives, including two transformative acquisitions, and we improved our colleague engagement, customer delight scores. Lastly, while we moved our Investor Day once this year due to the health crisis, we've decided to move it again to November, when we hope to have completed the proposed combination with CPA Global. This means that we'll be in a better position to further discuss the benefits of the combination, our integration plans and provide a combined company outlook for 2020. We're now ready to take your questions. As a reminder, please limit yourself to one question, then return to the queue. Operator?

[Operator Instructions] Our first question comes from Manav Patnaik with Barclays.

I think the results are fairly straightforward. I guess my question, Jerre, is more you've got all these moving pieces thanks to COVID. You've got DRG on the science side. You just added CPA Global to the IP side. My question is, working from home, like how are you able to handle all this? Can you just give us a flavor of how the DRG acquisition has been going maybe as an example to your kind of the capacity to handle all this?

Yes. Great question, Manav. I'll start, have Mukhtar at. That's a great example. To put that in perspective, we announced the closing of that, as you'll remember, on February 29. And two weeks later, everybody was working from home. The integration is ahead of plan. I'm very proud of Mukhtar, his team and the entire DRG team. Our cost savings are above target, continue to be. The revenues, I just couldn't be happier with. And we've done it, I think, with a great integration team that Mukhtar will give you a couple of points on in just a minute. And then we stay really close on top of things as we are doing and we'll continue to. Our productivity is the highest that I've ever seen it. I could tell you why it is for me, but let's focus on what Mukhtar can say with the progress on DRG. Great question.

Sure. Thank you, Jerre. Yes, the integration went very smoothly. We had a very experienced team here managing that program. And as Jerre says, it's been very smooth. We've realized not only our cost synergies, but also our revenue synergies. A fair amount of cross-selling has also occurred, and we've reaped benefit from the initiatives associated with that, including, obviously, bringing various products to market. So overall, it's gone very well. And I think the unique aspect of what we do, which is we provide information and data, in fact, with the COVID situation, there's actually been a greater demand here for digital engagement, online engagement, data resources. And so that has certainly helped us to stay on the course here.

Our next question comes from Seth Weber with RBC Capital Markets.

Appreciate the commentary about some of the new extensions, contract extensions and things we got here in the quarter. I was wondering if you could just give us some more color on what you're seeing from -- specifically on the universities and the government side. Because I think there's some concerns out there that those end markets could be relatively softer here just in the current dynamics.

Yes. No, great question. I'll start, Mukhtar will pick up, and Richard will close this one off. We're really pleased with where we are operating. For sure, there are pressures on universities and government from a cost standpoint. Our renewal rates are actually slightly improved over last year at this point in that part of the world. And just a reminder for everybody, about 70% of our annual subscription-based renewals occur in the first half. So we've got a pretty good view of that. Mukhtar and his team have stayed on top of that great work and we put in place about -- actually, I guess three months ago, a team that Richard chairs to make sure any changes on pricing requests or terms, etcetera, out of that particular global market segment come up. So I'll have him comment after Mukhtar.

Sure. Thanks, Jerre. I mean, what we've seen in 2020, particularly from the academic sector here, is pretty much continuity here, primarily because a lot of the funding is already in place. And much of the academic sector, particularly the upper tier universities and academic centers, they have pretty sound funding structures and endowments and so forth. And of course, we've got a view towards 2021. And on a case-by-case basis, as Jerre said, we're certainly looking at where we can potentially lend flexibility to certain universities in terms of adjusting to COVID and also the post-COVID potential scenarios where certainly more online engagement may occur from students, more distance learning, use of digital resources and so forth. So with -- obviously, with the products and the data that we have, we'll obviously continue to serve that market post COVID. But for now, we haven't really seen an impact.

Thanks, Mukhtar. Richard, just cover the term side, etcetera. Thanks.

Yes. Just a couple of other points on the university end markets. I mean, firstly, to Mukhtar's point, we sell to the top 7,000 research-intensive universities around the world. We monitor usage and usage has been very, very good during this pandemic period. Secondly, the dollars allocated to Clarivate products is a very small percentage of the overall university budgetary spend on the information resources. So we are not a significant part of the overall university spend. So we're not expecting there to be disruption consequently. And with respect to payment terms that Jerre was referencing, we put a task force in place at the start of the pandemic, which was really essentially an enabler to allow sales to maintain the client relationship and any payment issues to be handled by a corporate team. I have to say that the number of instances we've had to manage through that mechanism has been very low. And our front office sales organization has managed these relationships extremely well. So we've not seen, at this stage, disruption in that respect.

Our next question comes from Ashwin Shirvaikar with Citi.

Congratulations on the performance. Yes. I'm trying to primarily figure out how the environment changed through the quarter. So perhaps looking at it from two angles. One, you launched the Web of Science beta with the new UI. Have you had an opportunity through the quarter to get some kind of initial feedback? Does the pricing benefit, the pricing for value come through as you proceed? Sort of is it a separate process or is it synchronous? And then when you talk about large contracts entered in June, is that because the environment has returned to a semblance of normalcy in June compared to April? Just trying to get some feel for how the quarter itself progressed?

Great question. I'll start. I'll ask Jeff to comment on the new product introductions and user interface, etcetera, and IP. And then Mukhtar, absolutely because we introduced a tremendous amount of new products in life science in Q2. So we'll cover it. I would say two or three just as reminders for everybody. We said that we reduced our midpoint of our revenue guidance by $30 million. And just as a reminder, we said $1.130 billion to $1.150 billion. And I think it's important that you remember we also said that we thought about 47%, 48% of our revenue would be in the first half versus 52% in the second half. We normally run without the pandemic, about 49%, 51% on the base business. What I'm not sure, because I think it'll be helpful for you, that we made clear is that with the addition of DRG for one month and a day in the first quarter and then three months in the second quarter, the spike in the second half of revenue comes from them running 40% first half, 60% second half. So if you thought about it, I felt really good about where we ended up for the first half. And then, I'll give a little more color and then turn it over to Jeff. Different -- simple way to think about it is if we were annualizing, because I'm not sure we helped make it clear, if you annualized approximately a full year of DRG at $220 million of revenue, you would see that the second half of their revenue would be $130 million. So that, then you should subtract from what the guidance we've given you, that gives you a pretty good view of why we've got such high confidence in our core business in the second half. The subscription rate question that you asked, we feel really good about. We said at the time of the reduction that we would reduce the midpoint of our revenue guidance by $30 million. $25 million of that was on transactions. And that's turning out to be a reality, particularly, Jeff will comment on it in a minute. We think we'll see a bit of a pickup in the second half with that. But we only had $5 million. And frankly, it was a conservative estimate for Richard and I on the subscription base. And I would say, at this point, we couldn't be happier. The renewals are solid. And actually, on a year-to-date basis, the retention is up over 1%. So that feels good, Jeff?

Yes, sure. Thanks, Jerre. I mean, to comment on the environment first. As Jerre said, we expected to see some softness, particularly in the transactional part of the IP business as a result of COVID. And I would say there's a softness that we saw was right in line with our expectations. So no surprises there. We were really pleased in the first half with the underlying subscription strength. So we feel pretty confident that what we predicted at the end of the first quarter for the year is going to be exactly what's going to happen with the recovery starting in Q3 and hopefully accelerating beyond that. On the product side, I mean, with Q2, the work-from-home and the environment really hasn't slowed us down at all. We completed the Darts-ip integration with CompuMark right at the end of Q1. We completed the integration with Derwent at the end of Q2. We were able to make quite a bit of progress around adding data with the full text expansion into Derwent from 20 to 65 authorities. And of course, we also have added quite a bit of industrial design content to TM go. So we continue to focus on the user experience for our customers, and we'll continue to do that through the second half. And we continue to focus on our data initiatives to improve and expand the scope of our content across the product. So we feel pretty good.

Thanks. Mukhtar?

Yes. Very similar to Jeff here. I think what we've enjoyed in Q2 is certainly an increase in end-user adoption right across our suite, particularly in Web of Science. And some of that, of course, is the move towards distance learning and a lot of the universities sending their students home. So that uptick was certainly noticeable for us. In line to our product releases, particularly in the Cortellis suite, we've seen an increase in not only adoption, but also in subscription. Our retention has increased in -- across the Cortellis suite in particular. We released a number of website improvements, including the UI. We had the 2020 version of the journal citation reports that we released. And so naturally, those will take more time to adopt. So we're expecting, obviously, a response to those in Q3 and beyond as our customers can enjoy the benefits from those particular releases. And then on the DRG side, we've also seen great success here in Q2, particularly with the analytics business and the various products that accompany that particular suite. And that's in line with, obviously, all of our integration efforts that we talked at the outset of this call with DRG as we brought that business fully in line to all of our product management and product launch practices.

Thanks, Mukhtar. Thanks, Jeff. Ashwin, great question. I hope that helps clarify why we've got such confidence in delivering the second half.

[Operator Instructions] Our next question comes from Andrew Nicholas with William Blair.

This is actually Trevor Romeo in for Andrew. Just wanted to ask one on the IT business, in light of the acquisition you announced yesterday, CPA. That business is becoming a bigger piece of the total pie. So I was just wondering how you think about the market growth for the IP business broadly. I think you've talked about potentially double digits for life sciences over time. I'm just wondering what might be a comparable type of growth outlook for the IP segment?

Great question. I'll have Jeff comment on that. That if you -- a couple of the key statistics is the growth in patents and the growth and trademark or inquiries. But the patent growth, Jeff, please comment on it because it's pretty remarkable.

Yes. So we like the underlying strength in the market. I mean you're seeing patents grow roughly 6% year-on-year. And you're seeing what, I guess, I would call a democratization of innovation where you're seeing a much larger spread of companies filing patents. So it's not dominated by just the larger players in each particular market. We think that creates an incredible amount of opportunity for us in the IP market and particularly with the new mix of products that we expect to enjoy by the fourth quarter. The other thing that's always important to note when we talk about the IP Group is the underlying data, and we've been doing a lot of work to decouple that data from the platform so that we can leverage the data in more of a data-as-a-service program to serve particular needs of particular vertical markets. The data has a lot of value within IP, that has a lot of value that we're not necessarily fully extracting yet. So we think we can get a pretty aggressive growth rate on the basis of all of those things.

Our next question comes from George Tong with Goldman Sachs.

I wanted to dive deeper into the potential growth impact of the acquisition of CPA. Following this acquisition, Jerre, can you provide an update on what your aspirational organic revenue growth target is exiting 2021 and by 2023?

Great question. So two things, in November, will give you really crisp guidance and look forward to that out into the future. Obviously, based on our expectation to close early fourth quarter or sooner with the addition of a great business, a couple of things. What we have said was that we expected -- Richard and I just for a reminder for everybody, actually, January 14, 2019, we said we expected to close 2020 between 4% to 6% organic revenue growth. We feel very good about that target. If anything, if you included the organic growth in DRG, which we won't. But if you included that, it would be even higher at the top end of that. We also said then last year at our Investor Day that we expected to close a run rate of 6% to 8% organic growth as we exit 2021, and we'll do that. I think what you should be thinking about is, as you heard us think, life science should be growing double digits. High degree of confidence that, as do all of us, that, that will happen. We'll give you much clearer guidance on what we expect with the addition of CPA in November. And we'll also lay out, to your question, George, a 2022 exit rate into 2023 on organic growth, free cash flow and for sure, an exciting number of EBITDA margins. So I think we'll do -- and I've got such great confidence in this team. I think we'll be at the upper end of the 6% to 8% organic growth as we exit 2021.

Our next question comes from Zach Cummins with B. Riley FBR.

Just talking about the pricing. Even in a difficult environment, it sounds like you were still able to actually increase prices here. So I was hoping you could just give a little more detail around kind of, I guess, the reception to the price increases and your ability to continue to see that move upward as the environment continues to improve from the tough conditions here in Q2?

Great question. I'll have Richard add color in just a second. We just had our first half report and annual report on pricing for the year, felt very good about that. We had said last year that we hope to be north of 3% with price realization. We're very much on track with that. We had a great meeting in the last week or two with Mukhtar, Jeff, Richard, myself and others, and we'll be loading, as we've said consistently, our renewal information somewhere north of 4% expected growth. And I think I don't use the word price because I don't think of it that way. I use the word of value increase. And just for openers, if you think of everything we provide for annual subscription base, what you get at the beginning of the year versus what you continue to receive from us at the end of the year is a significant enhancement when we talk about all the new products, etcetera, we've done. So I feel very good. One other quick comment and then to Richard for color. Our feedback from the customer delight scores is very consistent. It's the highest scores I've ever seen. In the value that our customers place in their work streams on our product offerings. So we want to continue to earn that kind of return and value recognition. And we'll continue to make sure that we demonstrate with our sales force to increase value with the new products, enhanced timeliness, etcetera. Richard?

Yes. I think Jerre has covered it. And the items I would add is actually relating to currency, and that is that over 75% of our revenue streams are dollar denominated. And obviously dollar is relatively strong. And so when it comes to price increases, where we are invoicing in particular in emerging markets, where there's been currency devaluation against the dollar, that's the one area where we are ensuring that we're obviously selling on value. But as we think ahead, that would be one area where we would be a little bit more cautious, and we've factored that into our estimates for price increases for next year. Looking at the -- we're expecting a yield of at least 4% in 2021. And as we've said on previous calls, we expect equilibrium of price increases annually to be between 4% and 5%. But the one area that we, as I said, that we're focused on is emerging markets because of dollar strength.

Our next question comes from Shlomo Rosenbaum with Stifel.

A couple of questions on DRG. First, could you tell us specifically how much revenue DRG contributed in the quarter? And then also, can you comment on the progress of continuing to transition the revenue to more of a subscription base than the kind of transactional base that they have had beforehand that was ongoing before you guys bought them?

That's a great question. Let me help on the first part, and then Mukhtar and Richard gives our views on how that back in fourth quarter load will shift with time into more annual subscription base. Just take it this way. If we have them for a full year, they would have delivered between $210 million and $220 million of revenue. 60% of that is in the second half. So a simple way to think about it is make it easy, $130 million or thereabouts in the second half. Had they been with us all year, that means they would have been at $90 million in the first half. They weren't because we had them for four months, so you can do that math. But the big thing is 60% comes in the fourth -- in the second half with a big curve on the fourth quarter. Mukhtar, you start, Richard, please pick it up. Great question. Thanks.

Sure. Just a point of clarification here. I mean, we're talking about recurring revenue and not onetime transactional revenue. And there is a difference between the two. So reincurring revenue allows us to obviously engage in long-term relationships with customers and offer significant size as well. So as part of that shift, we started really taking a number of the assets, particularly that customers use, our analytical tools and software products in particular. And we're shifting those over to 100% cloud subscription. And we'll continue with that effort as we build out the products and we productize those various use cases. So over time, we'll see some of that recurring revenue shift over to cloud subscription. But certainly in Q3 and Q4, we certainly expect to continue with a real push here on bringing in a lot of the commitments around those recurring engagements.

Thanks, Mukhtar. Richard?

Yes. So in terms of the contribution from DRG, in the press, you can see that we bifurcate the revenue growth between acquisitions, divestitures and organic growth in FX. So you can see it in the supporting documentation in the Q.

Yes. I think the other thing I'd comment on the actual last year all-in for DRG was $207 million. The hypothetical I gave you is not a big growth. So there's room for that, too. But use the actuals and you'll see how it plays out. That's why we have such huge confidence in the second half delivery as we've given you the annual guidance. I think we are done with the questions at this point. And I would suggest that we look forward to any one-on-ones as we go forward. We're very, very pleased with the results. And as we said yesterday, really excited about having the good fortune to add DRG and then we hope as quickly as we can with CPA. These are two amazing assets that puts us as world leaders in two of the greatest businesses that there is, and the only one that tracks innovation from the beginning to the real result of reality with innovation. So very pleased, very excited. I'm very proud of our team and the amazing work they continue to do. And I thank you all for your interest and participation. Thanks, operator.

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