Hi, everyone. Good morning. My name is Jerre Stead . I'm the high yield services research analyst here at BofA. Thank you for joining us this morning. I'm pleased to be hosting Clarivate. I'm joined by Chairman and CEO, Jerre Stead , and Chief Financial Officer, Richard Hanks. Thank you guys so much for joining. With that, we'll get started. You guys have been working on your One Clarivate initiative for a few years now. You're expecting the strategy to be live starting January first. What are the key changes and opportunities that investors should be focused on as we, you know, head out into 2022 and One Clarivate is rolled out?
Great question, Ryan. Let me just give a little history to get everybody up to speed. It's only been 30 months since we went public. We didn't start One Clarivate until January of this year. I'll give you the background because it's a great question. When we took over with the reverse merger end of May 2019, we had seven standalone businesses. That was what Clarivate was, which was the spinoff from Thomson. We announced in September 2019 that we were moving to two groups, the IP Group and the Science Group, which we did. That was the first step of what we needed to accomplish. During that next year and a half, we did several things.
We made two major acquisitions that we had planned to do back before we even closed with Clarivate taking it public. Also we divested three businesses that didn't have the kind of growth potential from a revenue or an EBITDA standpoint. We went through all that. We moved, as I said, from seven groups, seven standalone businesses down to two groups. In January of this year, we announced to our company all in a worldwide kickoff meeting that we would go to One Clarivate. One Clarivate was the big step that we planned to take, and I'll explain that in just a second. In January, we kicked off in Asia Pacific implementing that particular strategy. We were very pleased to have it done and went live July 1.
What it is is very straightforward. This company has more potential than I've seen in my 42nd year as CEO of public companies. What we needed to do was move with a great set of products, highest customer delight I've ever seen, to where we could sell solutions into four major markets. That's where we're at today. That's all ready to go. We'll kick off live January 1, 2022. Feel very good about it. Couldn't feel better about the progress, but think about being able to take all the appropriate products outside in with solutions into those four global markets. We'll talk more about that, but they're large, very attractive markets for us. That's where we're at. Ready to go.
Great. You know, how's your technology platform, you know, evolved over the past couple of years? You know, what are the benefits that you're seeing as a result of the investments that you've made so far? You know, or what are the key areas of investment, you know, for you guys going forward? Where are you focused?
Yeah, I'll start. Richard will pick up. Richard deserves a great deal of the credit because when he arrived, almost five years ago, there was no product pipeline, period. In fact, I would say one of the great upsides for us was that it had been underinvested in. The platforms we're at today, and Richard will describe those in just a moment, give us the opportunity to provide our customers with perfect solutions for their internal needs as we build them, our products and platforms into their work streams. Richard?
Yeah. Ryan, almost all of our technology is now cloud-based. What we have really focused on is moving from providing point solutions to clients to real interoperability across the platform capabilities that we have. That's been a real focus for us in Academia & Government and Life Sciences, and now increasingly in IP as well. I'd also add that in terms of, you know, the core of Clarivate is content and data. It's been a complete re-architecting of our content ingestion capabilities, the introduction of artificial intelligence and machine learning, so we can really scale that capability. But also that re-architecting enables us to share content sets and data sets across our products much more dexterously than we were able to previously. That's been a really important deliverable for us.
Finally, we're now the third of our products able to release application development at will. The cycle times on new code and new functionality being released is much, much more rapid than it was previously. Significant re-architecting and we're, you know, as I said, substantially cloud-based.
The only thing I'd add. Thanks, Richard. Perfect. Ryan, a couple of things. We are spending and will continue to spend about 5.5% of CapEx each year. Of revenue, sorry, and CapEx for new products. You'll see that stream continue. We announced that in Q3, we had introduced 60 new products or improvements in 2021 alone, with many more to come in 2022. It's really fun to see the platforms that are in place that Richard describes so well and where we take this next.
That's great. Thank you both. You know, at your recent Investor Day, you guys laid out some pretty impressive customer retention expectations for 2022 and beyond. You know, can you remind us where you are now, you know, where you expect to be over the next couple of years and what the key drivers are that are going to get you there?
I'll start. Richard will pick up. Critical question. What we said is we expect to move to 92%-93% retention of annual subscription in 2022. We're at 91% this year. We've done a lot of cleanup, but most importantly is we now have full inside sales employees that carry about 24,000 of our customers. In other words, 80%+ of those. That's where we are and will continue to see significant improvement. It's pretty simple. What we've done now is shift to a point where our outside sales people on average will carry about 16 accounts. They were carrying over 60 a piece. That's the big shift we put in place.
Also, we put in place three Centers of Excellence worldwide that covers our inside sales and equally important, our customer service on a worldwide basis. I couldn't feel better about that. The results improved significantly in 2021. We announced, actually at Investor Day, that our customer delight was 78, up significantly in 2021. Most other companies were flat or down, so that felt really good. I couldn't have felt better about that. Richard.
When we think about the categories of revenue at Clarivate, 55% of our revenues are subscription revenues, 25% is associated with what we classify as recurring revenues, which is our patents and trademark renewal business. 20% is purely transactional. As Jerre said, in the case of subscription revenues, 92%-93% is our expectation for 2022. We consider best in class to be upwards of 95% retention rates. Some of our products, particularly in Academia & Government, are already exceeding that level. We need all the boats to rise through all the product improvements we've made and of course, the migration to inside sales, which is such an important lever for us as we improve our market interface through that capability.
We need all the boats to rise to 95% through all of the apparatus that we put in place over the last two-three years. In the case of recurring revenue, that patents and trademark renewal business, you know, our customer retention rates are over 99%, so we have extremely sticky capabilities in that space. But in the case of subscription revenues, as you said, Ryan, we're measuring revenue retention rate there, pre-price, pre-upgrade. It's a very clean, very pure measure.
Great. Thank you. Two quick follow-ups. One, Richard, the breakout that you just provided, is that, you know, just for standalone Clarivate or is that pro forma with ProQuest included? And then, you know, how are you guys monitoring progress, and, you know, on retention kind of ahead of renewals early next year? I know, you know, the beginning of the calendar year is a big time for you guys there.
Yeah, that's a great question. Those numbers are existing Clarivate, excluding the ProQuest transaction, which we hope to complete in this quarter, of course. ProQuest has a significant corpus of revenue associated with subscription agreements. The weighting would improve in favor of annual recurring revenue once we complete that transaction. As to your point, we're obviously monitoring renewals going into 2022 now because we're obviously in negotiations with clients who have, you know, Q1 renewal dates. 50% of the book, the legacy Clarivate renews in the first quarter. As I said, we're very confident that we will achieve that 92%-93% retention rate on a full year basis next year.
Okay, great. Maybe if we shift over towards M&A. You know, when you guys look at your pipeline, are there any areas of the business that you're particularly focused on? Can you also talk a little bit about how the One Clarivate initiative is changing the way that you think about M&A opportunities going forward?
Yeah, I'll start. Richard will pick up. Several things. We continue to do tuck-ins, and we will. Our investors should think about us doing four-six a year. Those are very high accretive. Or we wouldn't do them. A couple reminders. We don't do auctions. What we do is what I've always said is we want to be the preferred acquirer, and that's critical for us. Patient, persistent, preferred. We see those, they're good. We'll continue to do those with very, very high incremental margins and revenue growth that's equal to or above the targets that we've had. Larger ones we'll look at as we introduce those four global markets that are a very important part of the way our sales force is organized as of January first.
Those do open up other potential markets for us. We'll look at those as we move forward. Most important to us, again, we do not participate in auctions. With the larger ones, two rules of the road for us always has been, we must have at the end of the first year of the acquisition at least 10% all-in accretive adjusted EPS for the entire company with the larger ones, and 15% or better in the second year. If you look at the guidance we gave including ProQuest on Investor Day, you'll see there's almost a 30% increase in adjusted EPS 2022 over 2021. That's critical.
The other side of the coin, and Richard just talk about that a bit, if you would please, is the debt we'll carry as part of what we have to accomplish with large acquisitions. Richard?
Yeah. I mean, listen, you may cover this later, Ryan, but we've stated very consistently that our net debt leverage targets are in the low threes, and that we would be prepared to increase leverage into the fours, as we've done with CPA Global, for example, which is a major transformational acquisition for us. So that's the dexterity. That's the sort of the boundaries that we're operating within. First up into the fours for a transformational transaction, and then, of course, using our high levels of adjusted free cash flow, bring leverage down into the threes over a quick period of time.
When we look at 2022 and the guidance we gave at Investor Day, levered free cash flow of between 700 million and 750 million, that will get us into the threes during 2022 once we've completed the ProQuest transaction. In the case of M&A, when we think about the four customer segments for One Clarivate, once we complete the ProQuest transaction, we'll have real scale in Academia & Government. If we think about the combined business being approximately $3 billion in total revenue, 1.3 plus of that will be in the Academia & Government segment. We've got some really attractive end-to-end capabilities serving our clients in that space. Life Sciences & Healthcare is a very attractive segment market for Clarivate. We remain very focused on that space.
As we come across into consumer product manufacturing and technology, gaining greater scale there and eventually going from four segments to five would be an ambition of the company as well.
Okay, great. You know, kind of post ProQuest, you know, you'll have completed three larger acquisitions. You guys just talked about the tuck-in strategy, you know, but kind of what are your thoughts on another, you know, larger acquisition in the near term? Is there any appetite for that or are you guys going to, you know, kind of press pause on those for a little while and focus on, you know, integrating ProQuest and CPA and DRG?
No, that's a great question. CPA integration is for all practical purposes done. Very proud of the team that did everything. Of course, we lapped the close of that on October first of this year, so that's in great shape. It's important, though, let me just step back for a minute. We had our eyes on DRG and CPA when we actually did the reverse merger. In fact, with DRG, we worked on that starting three months after we went public, and we closed on February twenty-ninth, 2020. Interestingly enough, we ended up shutting down our company from working in the office to working at home two weeks later. Just couldn't have been more pleased. We then had our eyes, as I said, on CPA.
I actually met with the owners, the Leonard Green & Partners, in February 2020. We worked through that and closed, as I said, in October of last year. We always had looked, just so you know, I looked at those two all the way back in 2012 when I was leaving IHS Markit, and we were looking at acquiring Clarivate. We knew those, looked at them, saw what they could do for us and us for them. Always had looked, including back in 2016, hard at ProQuest. Huge respect for what they were doing. 51-year-old private company, amazing results.
I had hoped, I guess, is the way I'd say it, that we would do that acquisition in 2022. We made a decision very much with the Snyder family to bring that forward. Couldn't be happier we did it. They, the family had a decision to make, which was take it public or do what we reached agreement on. That was sooner than we expected, and I couldn't feel better about it. We'll spend 2022 getting all the consolidation done, getting all the integration done, so that'll keep us more than occupied with large ones in 2022 and in early 2023. In the meantime, we, as to your point, we will do more tuck-ins that are, as I said, highly accretive.
We will look, as we said, at the four global markets that Richard described so well to see if there are things with larger acquisitions that will complement down the road.
Great. Thank you. Then, you know, one more on the M&A topic. You guys have done a really great job of managing, you know, M&A driven fluctuations and leverage through, you know, pretty equity issuance over the last couple years. You know, can you talk about your framework for debt versus equity funding when you're looking at a potential acquisition? You know, Richard, you kind of mentioned the, you know, kind of willingness to go up into the 4s, and then down into the 3s, but maybe just kind of touch on that equity component a little bit.
You start, Richard. Great question.
Yeah. As Jerre mentioned, for transformational acquisitions, the guardrails we operate within are, when we're using equity, is to ensure that we have double-digit EPS accretion after 12 months on a run rate basis, and then, of course, into the mid-teens after 18 months, two years. That's the metric that we apply. In the case of the debt markets, obviously, they're highly liquid currently, and so we've tapped those. You know, obviously, we entered into a secured and unsecured set of notes, as we raised capital in June for the ProQuest transaction. We are very attracted to the debt markets currently, but of course, always operating within the leverage ratios that we've consistently applied over the last three years since we've been a public company.
As I said, low 3s is where we expect to operate on a steady state, equilibrium basis and going up into the 4s for the right transaction. Those are the parameters we apply.
What I'd add to that is that, as Richard said earlier, we now have the scale we wanted. Before debt payments, we're now $1 billion free cash flow. It's a wonderful business, so strong, very tax efficient. That gives us the flexibility to make the best decision for share owners, where we match out the trailing debt ratio, we match out the overhang of the companies that like Leonard Green and others, and acquisitions. We'll make a combination of those that meet the goals Richard just talked about and give the best return to share owners. Having a billion-dollar capability, and of course, that's going to grow significantly each year, makes us able to be very flexible as we move forward. Great question.
Great. Sticking with the leverage theme, you know, you guys talked about getting into the three times next year, and you have the 3.5 times net leverage target for 2022, as well as at Investor Day, you talked about three times over the, you know, the medium term. Can you just kind of frame, you know, what you guys are thinking, you know, when you talk about the medium term in this context? You know, relative to other capital allocation priorities, you know, how important is it to you guys to hit these targets?
That's great. Richard?
Yeah. Medium term, for us would be getting into the low 3s, 2023. The reason why I say that is that 2022 is a year of integration for the company as we absorb ProQuest and execute that transaction. We will be obviously in the 3s during the course of 2022, but getting to the low 3s in 2023. That's our objective. Obviously, we've got to expend dollars on M&A is so important. We've got a honed repeatable playbook in terms of managing these large transactions. ProQuest will be the third transaction in approximately two years, a little under two years, actually, as we completed the DRG transaction in February of 2020, the CPA transaction in October, and hope to complete the ProQuest transaction, of course, in this quarter.
In under two years, we've completed, you know, three transformational deals, and we've executed those integrations extremely well. The cost-saving goals that we set for both DRG and CPA were exceeded, both in terms of quantum and timing. We've obviously set the cost-saving targets and given that guidance to the market for the ProQuest transaction as well. We'll be working extremely diligently in 2022 to integrate that acquisition and to get the synergistic benefits both in earnings and cash flow back to our investors.
Great. That kind of leads right into my next question. As you said, the integration efforts and the cost savings that you guys have achieved over the last years have been pretty impressive. Can you just talk about the playbook broadly? Then you also recently mentioned an additional 35 million-40 million of internal savings that you guys were working on. Can you provide some color on where those are coming from?
Yeah, you start, Richard, I'll wrap up 'cause it's, I'm very, very proud of what everybody has accomplished, and just giving the facts as our friends and where we expect to be when we exit 2022. Right?
Sure. I mean, we have real scale now in best cost locations, which serve a number of our functional areas, technology, content in particular. It's leveraging those scaled platform capabilities where a lot of our synergies now come from. In the case of the project management office, obviously, we've got an experienced team now that both organizationally and from a systems and process perspective, are able to concentrate and focus and provide the metrics that we require each week to understand the direction of travel as we complete these integrations. That's working extremely well. In the case of the incremental savings that you've referenced, that is principally from the One Clarivate organizational simplification. We started that process July 1 in Asia, where we moved to that customer segment model.
Obviously, we're rolling that structure out into the rest of Clarivate with effect from the first of January. It'll all be in place January the first. It's some of the simplification of the matrix, which is enabling us to deliver additional savings that you referenced, Ryan.
If you think about it, this company will operate in the high 40s-low 50s% adjusted EBITDA margins. We're right on track for that. Couldn't be prouder of everything we've done, and when we exit 2022, it's way north of 320 million-330 million of savings from the time we started in June of 2019. Very proud of everybody. I think it's important to know, this is never ending. Every company I've led over the years, we continue to expect through technology and training and development to increase productivity. As Richard said, he's led this. He's done a great job of best cost locations.
There's a lot more that we'll continue to accomplish, but I'm very proud of what we've accomplished at this point. As I said, we are thinking about high 40s-low 50s% EBITDA margin. The wonderful thing about that is because of our tax efficiency, we're able to generate about 80% free cash flow before debt payments.
Great. Thank you so much. You know, how are you guys thinking about your credit rating, you know, over the next few years as well as on a longer term basis? Do you have any investment grade aspirations? Is there a level within high yield that you're targeting? Any, you know, conversations of interest as of late with the rating agencies?
Great question. Richard?
Yeah. I mean, high single, low double B is our stated policy. We're not focused on investment grade at this stage. I think that, you know, we're very, very comfortable in terms of our current rating levels and probably moving this up a notch as we complete the ProQuest transaction and then integrate that business into the Clarivate structure next year. In terms of your reference to the rating agencies, as we obviously raised capital to fund the ProQuest transaction, they were focused on, you know, pro forma organic revenue growth, our cost saving goals, our margin goals, which we've done extremely well with, and then, of course, free cash flow. Those are the standard metrics that they looked at, and there was nothing, you know, nothing unusual out of the conversations we obviously had.
Okay, great. Yeah, we're just about out of time, so I just want to, you know, give you guys an opportunity. If there's anything else that you'd like to comment on or highlight, you know, before we wrap up?
I'd just add two things. One, I'm very proud of what we've accomplished, and it's been fun to partner with Richard and the rest of the team as we've done this. It's important to know, in 2018, we were, if you take out the divestitures, we were 830 million of revenue and a little over 25% EBITDA, 26%. As we go in with the guidance we've given for 2022, it's approximately 3 billion, and we've done that with amazing results and with much more to come. I had set that target, my own personal target of 3 billion in 2021, to hopefully accomplish it as we exited 2022 into 2023.
We're ahead of that schedule, and now, as Richard said so well, the scale we've got, the next target, personal target, will be to double that business and therefore the return of cash per share in the next three-four years. Really proud of the team. Thanks, Ryan.
Great. Thank you so much, Jerre and Richard, for the time. Really appreciate you joining us today. Thank you.