Jonathan Collins
Analyst · Toni Kaplan with Morgan Stanley
Thank you, Jonathan. Good morning, everyone. Slide 13 is an overview of our 2022 third quarter and year-to-date results compared with the same period in 2021. Third quarter revenue was $636 million, an increase of $194 million compared to the same period last year, driven primarily by inorganic growth from the ProQuest acquisition as well as 1.2% organic growth, both of which were partially offset by a substantial foreign exchange translation headwind as the U.S. dollar strengthened significantly against primarily the pound sterling and euro. This brings year-to-date revenue to nearly $2 billion for an increase of $668 million for growth of just over 50%. The third quarter operating and net loss of $4.4 billion is entirely attributed to the noncash goodwill impairment charges recorded primarily for the CPA Global and ProQuest acquisitions. The drivers of the impairment were deteriorating macroeconomic conditions, such as inflation and rising interest rates as well as the recent sustained decline in our share price. Adjusted diluted EPS for Q3, which excludes the impact of the impairment, was $0.20, a $0.04 increase over Q3 of last year, bringing the year-to-date to $0.63, a $0.14 increase over the first 9 months of last year. Operating cash flow was $208 million in the quarter, an increase of $164 million over Q3 of 2021, bringing it to $372 million for the first 9 months, which is an increase of $66 million over the same period last year. Please turn with me now to Page 14 for a closer look at the drivers of the third quarter top and bottom line growth over the same period last year on a consolidated basis. When we refined our expectations for the third quarter in early September, we indicated revenue would likely be in the range of $640 million to $650 million as a result of the relative strength of the U.S. dollar and that we expected organic growth of about 3%. As a result of the shortfall in transactional sales within our LS&H business in the month of September that Jonathan mentioned earlier, organic growth was about 180 bps light of our expectation and about $4 million below the low end of the range. Our recurring business, both subscriptions and reoccurring revenues, came in right in line with expectations at more than 4% and 2% organic growth, respectively. The shortfall was entirely in the transactional and products and services, which declined by more than 9%, when we expected them to be flat. When we look at the third quarter top and bottom line growth compared to the same period last year, it was driven by 4 key factors. First, organic growth of 1.2% added $5 million to the top line and $4 million to the bottom line for a profit conversion of more than 75%. Second, inorganic growth contributed $220 million to the top line and $68 million to the bottom line for a profit conversion of more than 30% on a pre-cost synergy basis. This growth is primarily attributed to the ProQuest acquisition. Third, cost synergies, net of certain operating expenses required to achieve them, contributed $17 million of incremental profit from carryover savings due to the momentum on the ProQuest cost actions. Finally, the translation impact of subsidiaries denominated in foreign currencies had a substantial impact in the quarter, reducing revenue by $31 million and profit by $8 million. The profit conversion is lower than normal as the translation impact was ameliorated by transaction gains. Page 15 illustrates the consolidating top and bottom line results for the 3 segments Jonathan outlined earlier for the past 7 quarters. This historical information was made available in a separate 8-K we filed this morning. The change effectively bifurcates the segment we previously referred to as Science into Academia & Government and Life Sciences & Healthcare. The A&G segment includes the legacy Thomson products, Web of Science, InCites, EndNote and ScholarOne as well as the ProQuest acquisition. The LS&H segment now includes the legacy Thomson product, Cortellis, along with the DRG acquisition. And the Intellectual Property segment remains essentially unchanged, including the legacy Thomson product, Derwent and the CPA Global acquisition. On the left of the page, you will note that the LS&H products have led organic growth at about 6% both last year and so far this year. However, this business is clearly more volatile with double-digit growth in quarters like Q1 of this year as well as quarters that are essentially flat like this past quarter. This is caused by the lumpiness of the transactional data sales, and we're making the investments to gradually move this business towards a more recurring revenue stream. The IP segment has consistently delivered organic growth around 3%. And A&G, which excludes ProQuest, has grown organically in the 2% to 4% range. While both of these businesses have a level of seasonality on transactional sales, they're much less variable than LS&H, and we expect further stability in A&G's organic growth as the ProQuest business is included in the metric next year. On the right of the page, you will note that A&G, prior to the ProQuest acquisition, delivered the highest profit margins. We do expect that as we realize the cost synergies in 2023, the margins in this segment will improve towards the 40s. IP has steadily improved margins over the past 2 years as the cost synergies from the CPA Global acquisition have been achieved. Our smallest segment is LS&H, and its margins are reflective of its relative size. We believe this change to our segment reporting will provide greater transparency into our operating results moving forward. Please turn with me now to Page 16 to see how the third quarter profit converted to cash flow. Free cash flow was $140 million in the third quarter, an increase of $120 million over last year's third quarter and $216 million in the first 9 months, which was essentially flat compared to the same period in 2021. Adjusted free cash flow, which excludes the impact of onetime costs, was up $100 million in the quarter and the first 9 months as the growth in adjusted EBITDA was partially offset by higher interest, taxes and capital spending, all of which are largely attributed to the ProQuest acquisition. Please move with me now to Slide 17 for a look at our revised full year guidance for this year. As a result of the increasing strength of the U.S. dollar, the divestiture of our MarkMonitor business that closed last week and the volatility in our LS&H transactional business, we revised our outlook for the balance of the year. We're lowering the midpoint of our revenue guidance by $100 million, and nearly half of this, about $45 million, is due to foreign exchange. We've assumed the U.S. dollar will strengthen another 5% sequentially against the pound and euro in the fourth quarter. The MarkMonitor sale lowers revenue by about $15 million as a result of excluding this business in November and December. Lowering the outlook for our organic growth rate by about 200 basis points accounts for about $40 million, and about 1/3 of this transpired in the third quarter, and we expect about 2/3 will occur in the fourth quarter. As Jonathan highlighted, nearly all of this variance in the transactional products and services we deliver within our Life Sciences & Healthcare segment. Given the volatility over the past few quarters, we've opted to provide a quite conservative outlook for this area of the business in the fourth quarter. We now expect our organic growth rate to be about 2.5% and revenue of $2.63 billion at the midpoint of the ranges. Through strong cost discipline, we expect to maintain our profit margin at the low end of the prior guidance range at about 41%, yielding an adjusted EBITDA of approximately $1.075 billion at the midpoint of the range. Adjusted free cash flow is now expected to be $525 million at the midpoint of the range for a conversion of nearly 50%. The $100 million decrease compared to the prior guidance is attributed to the lower profit and slightly higher capital requirements. Adjusted diluted earnings are now expected to add $0.80 per share at the midpoint of the range. Please turn with me now to Page 18 for the drivers of the expected revenue and profit growth for the full year compared to last year. As with the comparisons provided for the third quarter top and bottom line growth, we expect the full year will be driven by the same 4 factors. First, organic growth is now expected to deliver approximately $45 million of incremental revenue and about $20 million of added profit for a conversion of about 45%. Second, inorganic growth is expected to contribute an additional $830 million of sales and $250 million of profit at actual exchange rates for a profit conversion of approximately 30% as a result of the ProQuest acquisition on a pre-cost synergy basis. Third, cost synergies associated with the CPA and ProQuest transactions are expected to add $70 million to profit. And finally, as I just noted a moment ago, we've assumed the U.S. dollar continues to strengthen in the fourth quarter, causing $120 million headwind to revenue and a $70 million flow-through to profit for a conversion of about 55%. Please turn with me now to Page 19 for more detail on how we expect the full year adjusted EBITDA of nearly $1.075 billion will convert to free cash flow. Our full year outlook for adjusted free cash flow is now $525 million at the midpoint of the range and represents an increase of $65 million compared to last year. We anticipate the profit growth of approximately $275 million will be partially offset by higher interest to service the debt used to fund the ProQuest acquisition, higher cash taxes on the profit growth and higher capital requirements as increased capital spending will be partially offset by lower working capital This outlook contemplates that nearly $0.50 of every dollar of profit will convert to adjusted free cash flow. Please turn with me now to Page 20 for a look at how we plan to utilize this cash as well as the proceeds we received from the MarkMonitor sale to strengthen our balance sheet. In the upper left quadrant of the page, you can see that through a combination of more than $0.5 billion of adjusted free cash flow, more than $0.25 billion of cash proceeds from the MarkMonitor sale and about $100 million of cash on hand, we will pay down about $0.5 billion of debt between the term loans and the revolver, repurchase $175 million of our stock, integrate the ProQuest acquisition, service our preferred stock with a cash dividend and satisfy other minimal obligations. In the upper right, you will see that this will leave us with $5 billion of debt at year-end, and we expect to utilize a large portion of next year's free cash flow to continue to pay down debt as we prosecute our plan to reduce our leverage to less than 4 turns. In the lower left, you will note that during the quarter, we entered into an interest rate swap on about $0.75 billion of our floating rate term loan. This action, combined with the anticipated deleveraging in the fourth quarter, will result in a reduction of our floating rate debt from 45% to 25% of our annual coupon. And finally, in the lower right, you will note 2 important features about our debt stack. First, with the current interest rate projection via the forward curve, where base rates peak at about 5%, our total weighted average cost of debt will peak at about 5.5%, which remains very low by historical standards. And second, we have no debt maturities or mandatory prepayments for the next 4 years. Please turn with me now to Page 21 for some high-level comments on the major drivers of our top and bottom line trajectory as we approach 2023. In a few months, we plan to provide specific guidance for next year as well as the time line for accelerating our organic growth from the current levels to the market growth rates. However, at this point, we want to highlight a few major factors that have developed in the second half of this year that will have a material impact on our outlook for next year. First, if the dollar remains strong as it is today, we will have a significant top line headwind due to FX translation that will be most evident in the first half of 2023. Second, the sale of our MarkMonitor business will also lower our revenue in the first 3 quarters of next year. It's worth noting that neither of these factors will affect our organic growth. And finally, we do expect organic growth to improve next year as we execute the strategy Jonathan outlined earlier. However, we do not anticipate the dollar impact of the FX and divestiture headwinds will offset the impact of the organic growth, leaving our revenues relatively flat next year. As a result, our profit margin expansion will be relatively modest next year, aided by the completion of the ProQuest cost synergies, leaving EPS relatively flat as well. We do expect our free cash flow conversion to nearly double in 2023 as the onetime cash outflows associated with the CPA Equity Plan and the ProQuest integration cost will be behind us. Please turn with me now to Page 22 for a reminder of why we believe this is a great business that's positioned to generate value for shareholders even during times of economic uncertainty. I want to echo Jonathan's enthusiasm for the prospects of our business, and this page helps to highlight a half a dozen reasons for our sanguine outlook. Our 3 business segments, A&G, LS&H and IP are replete with mission-critical products full of enriched data, delivering analytics and insights to an expanding range of user personas. We enable our customers' workflows, and we also act as a trusted partner, providing value-added services across a broad range of industries around the globe. And these products and services are highly recurring in nature. So far this year, 78% of our revenues are subscription and reoccurring in nature and collectively have delivered organic growth of 4.5%. Our transactional business has been more variable than we would like over the last few quarters, but the investments we are making in new product innovation within our LS&H business will migrate more of the revenues towards recurring sales, providing additional stability and predictability. Because our products are mission-critical, our subscribers have renewed at 92% this year, which includes a headwind from our decision to suspend our operations in Russia. This demonstrates the sheer resilience of our subscription products. These commercial attributes provide a solid foundation to drive substantial operating leverage as evidenced in our profit margins, which are in excess of 40% so far this year. It's important to note that the content, technology and commercial channels that our 3 segments share have led to $0.25 billion of cost synergies over the course of the past few years as we've integrated the DRG, CPA and ProQuest acquisitions. This is a major contributor to the strong profit margins we're delivering. The onetime cost to integrate these businesses and deliver these cost synergies have created a significant drag on our free cash flow conversion. However, these are now largely behind us. As I mentioned just a moment ago, we expect our free cash flow conversion to double next year to about half of our adjusted EBITDA. Combining these factors highlight that our business is a scaled information services compounder poised to accelerate organic growth via our refined strategy and deliver outsized returns for our shareholders moving forward. Thank you all for listening in this morning. I'll now turn the call back over to Forum to take your questions. [Operator Instructions]. Forum, please go ahead.