Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38911 | |
Entity Registrant Name | CLARIVATE ANALYTICS PLC | |
Entity Incorporation, State or Country Code | Y9 | |
Entity Address, Address Line One | 160 Blackfriars Road | |
Entity Address, Address Line Two | Friars House | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | SE1 8EZ | |
Entity Address, Country | GB | |
Country Region | 44 | |
City Area Code | 207 | |
Local Phone Number | 4334000 | |
Title of 12(b) Security | Ordinary shares | |
Trading Symbol | CCC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 365,097,108 | |
Entity Central Index Key | 0001764046 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 308,021 | $ 76,130 |
Restricted cash | 2,850 | 9 |
Accounts receivable, net of allowance for doubtful accounts of $15,072 and $16,511 at March 31, 2020 and December 31, 2019, respectively | 343,177 | 333,858 |
Prepaid expenses | 52,101 | 40,710 |
Other current assets | 22,099 | 11,750 |
Asset held for sale | 0 | 30,619 |
Total current assets | 728,248 | 493,076 |
Computer hardware and other property, net | 22,953 | 18,042 |
Other intangible assets, net | 2,282,348 | 1,828,640 |
Goodwill | 1,823,084 | 1,328,045 |
Other non-current assets | 22,818 | 18,632 |
Deferred income taxes | 15,646 | 19,488 |
Operating lease right-of-use assets | 103,995 | 85,448 |
Total Assets | 4,999,092 | 3,791,371 |
Current liabilities: | ||
Accounts payable | 28,583 | 26,458 |
Accrued expenses and other current liabilities | 239,661 | 159,217 |
Current portion of deferred revenues | 472,101 | 407,325 |
Current portion of operating lease liabilities | 25,375 | 22,130 |
Current portion of long-term debt | 12,600 | 9,000 |
Liabilities held for sale | 0 | 26,868 |
Total current liabilities | 778,320 | 650,998 |
Long-term debt | 1,915,452 | 1,628,611 |
Non-current portion of deferred revenues | 18,774 | 19,723 |
Other non-current liabilities | 18,553 | 18,891 |
Deferred income taxes | 94,638 | 48,547 |
Operating lease liabilities | 80,229 | 64,189 |
Total liabilities | 2,905,966 | 2,430,959 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Ordinary Shares, no par value; unlimited shares authorized at March 31, 2020 and December 31, 2019; 364,938,052 and 306,874,115 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively; | 3,033,033 | 2,208,529 |
Accumulated other comprehensive income (loss) | (13,349) | (4,879) |
Accumulated deficit | (926,558) | (843,238) |
Total shareholders’ equity | 2,093,126 | 1,360,412 |
Total Liabilities and Shareholders’ equity | $ 4,999,092 | $ 3,791,371 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Unaudited) Interim Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
allowance for doubtful accounts | $ 15,072 | $ 16,511 |
Capital stock, par value (in dollar per share) | $ 0 | $ 0 |
Capital stock issued (in shares) | 364,938,052 | 306,874,115 |
Capital stock outstanding (in shares) | 364,938,052 | 306,874,115 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues, net | $ 240,592 | $ 234,025 |
Operating costs and expenses: | ||
Cost of revenues, excluding depreciation and amortization | (82,399) | (89,267) |
Selling, general and administrative costs, excluding depreciation and amortization | (86,948) | (92,296) |
Share-based compensation expense | (17,469) | (3,176) |
Depreciation | (2,329) | (2,051) |
Amortization | (49,112) | (56,106) |
Transaction expenses | (26,689) | (10,270) |
Transition, integration and other related expenses | (2,232) | (1,161) |
Restructuring | (7,754) | 0 |
Other operating income (expense), net | 6,032 | (5,617) |
Total operating expenses | (268,900) | (259,944) |
Loss from operations | (28,308) | (25,919) |
Interest expense, net | (30,940) | (33,101) |
Loss before income tax | (59,248) | (59,020) |
Provision for income taxes | (14,753) | (240) |
Net loss | $ (74,001) | $ (59,260) |
Per Share | ||
Basic and diluted (usd per share) | $ (0.22) | $ (0.27) |
Weighted-average shares outstanding | ||
Basic and diluted (in shares) | 343,129,833 | 217,526,426 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (74,001) | $ (59,260) |
Other comprehensive loss, net of tax: | ||
Interest rate swaps | (2,890) | (1,946) |
Actuarial gain (loss) | (67) | 19 |
Foreign currency translation adjustments | (5,513) | (1,824) |
Total other comprehensive loss, net of tax | (8,470) | (3,751) |
Comprehensive loss | $ (82,471) | $ (63,011) |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statement of Changes In Equity (Unaudited) - USD ($) $ in Thousands | Total | Ordinary Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Previously Reported | Previously ReportedOrdinary Shares | Previously ReportedAccumulated Other Comprehensive Income (Loss) | Previously ReportedAccumulated Deficit |
Balance at beginning of the period (in shares) at Dec. 31, 2018 | 217,526,425 | 1,646,223 | ||||||
Balance at beginning of the period at Dec. 31, 2018 | $ 1,050,607 | $ 1,677,510 | $ 5,358 | $ (632,261) | $ 1,050,607 | $ 1,677,510 | $ 5,358 | $ (632,261) |
Increase (Decrease) in Shareholders' Equity | ||||||||
Conversion of units of share capital (in shares) | 215,880,202 | |||||||
Issuance of ordinary shares, net (in shares) | 2 | |||||||
Share-based award activity | 3,176 | $ 3,176 | ||||||
Net loss | (59,260) | (59,260) | ||||||
Comprehensive loss | (3,751) | |||||||
Balance at end of the period (in shares) at Mar. 31, 2019 | 217,526,427 | |||||||
Balance at end of the period at Mar. 31, 2019 | 990,772 | $ 1,680,686 | 1,607 | (691,521) | ||||
Balance at beginning of the period (in shares) at Dec. 31, 2019 | 306,874,115 | |||||||
Balance at beginning of the period at Dec. 31, 2019 | 1,360,412 | $ 2,208,529 | (4,879) | (843,238) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Issuance of ordinary shares, net (in shares) | 58,063,937 | |||||||
Issuance of ordinary shares, net | 808,120 | $ 808,120 | ||||||
Share-based award activity | 16,384 | $ 16,384 | ||||||
Net loss | (74,001) | (74,001) | ||||||
Comprehensive loss | (8,470) | (8,470) | ||||||
Balance at end of the period (in shares) at Mar. 31, 2020 | 364,938,052 | |||||||
Balance at end of the period at Mar. 31, 2020 | $ 2,093,126 | $ 3,033,033 | $ (13,349) | $ (926,558) |
Interim Condensed Consolidate_6
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (74,001,000) | $ (59,260,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 51,441,000 | 58,157,000 |
Allowance for doubtful accounts and credit losses | 0 | 689,000 |
Deferred income tax expense (benefit) | 4,214,000 | (3,946,000) |
Share-based compensation | 16,502,000 | 3,176,000 |
Deferred finance charges | 1,008,000 | 2,099,000 |
Other operating activities | (7,015,000) | 5,440,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 29,279,000 | (13,362,000) |
Prepaid expenses | (7,349,000) | (9,813,000) |
Other assets | 54,644,000 | (1,507,000) |
Accounts payable | 758,000 | 4,942,000 |
Accrued expenses and other current liabilities | (12,035,000) | (9,049,000) |
Deferred revenue | 40,726,000 | 68,929,000 |
Operating lease right of use assets | 5,919,000 | 5,696,000 |
Operating lease liabilities | (5,876,000) | (5,750,000) |
Other liabilities | (52,109,000) | (3,988,000) |
Net cash provided by operating activities | 46,106,000 | 42,453,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (19,395,000) | (5,957,000) |
Acquisition, net of cash acquired | (885,323,000) | 0 |
Proceeds from sale of product line, net of restricted cash | 3,751,000 | 0 |
Net cash used in investing activities | (900,967,000) | (5,957,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of principal on long-term debt | (3,150,000) | (3,836,000) |
Repayment of revolving credit facility | (65,000,000) | (30,000,000) |
Contingent purchase price payment | (4,115,000) | 0 |
Payment of debt issuance costs | (5,014,000) | 0 |
Proceeds from issuance of debt | 360,000,000 | 0 |
Proceeds from issuance of ordinary shares | 540,597,000 | 0 |
Payments related to tax withholding for stock-based compensation | (10,420,000) | |
Issuance of ordinary shares, net | 278,708,000 | 0 |
Net cash provided by (used in) financing activities | 1,091,606,000 | (33,836,000) |
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | (2,013,000) | (190,000) |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 234,732,000 | 2,470,000 |
Cash Reconciliation [Roll Forward] | ||
Cash and cash equivalents | 308,021,000 | 28,045,000 |
Restricted cash | 2,850,000 | 9,000 |
Total cash and cash equivalents, and restricted cash, beginning of period | 76,139,000 | 25,584,000 |
Cash and cash equivalents, and restricted cash, end of period | 310,871,000 | 28,054,000 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 11,405,000 | 21,023,000 |
Cash paid for income tax | 4,797,000 | 7,789,000 |
Capital expenditures included in accounts payable | $ 9,528,000 | $ 6,836,000 |
Background and Nature of Operat
Background and Nature of Operations | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Nature of Operations | Background and Nature of Operations Clarivate Analytics Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), a public limited company organized under the laws of Jersey, Channel Islands, was incorporated as a Jersey limited company on January 7, 2019. Pursuant to the definitive agreement entered into to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”), the Company was formed for the purposes of completing the 2019 Transaction and related transitions and carrying on the business of Jersey, and its subsidiaries. The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and research and development (“R&D”) intensive corporations to discover, protect and commercialize their innovations. Our Science Product Group consists of our Web of Science and Life Science Product Lines. Both Product Lines provide curated, high-value, structured information that is delivered and embedded into the workflows of our customers, which include research intensive corporations, life science organizations and universities world-wide. Our Intellectual Property ("IP") Product Group consists of our Derwent, CompuMark and MarkMonitor Product Lines. These Product Lines help manage customer’s end-to-end portfolios of intellectual property from patents to trademarks to corporate website domains. In January 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, and Amendment No. 2 to the Agreement and Plan of Merger, dated March 29, 2019, collectively, the “Merger Agreement”) by and among Churchill, Jersey, CCC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Clarivate (“Delaware Merger Sub”), Camelot Merger Sub (Jersey) Limited, a private limited company organized under the laws of Jersey, Channel Islands and wholly owned subsidiary of Clarivate (“Jersey Merger Sub”), and the Company, which, among other things, provided for (i) Jersey Merger Sub to be merged with and into Jersey with Jersey being the surviving company in the merger (the “Jersey Merger”) and (ii) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the merger (the “Delaware Merger”), and together with the Jersey Merger, the “Mergers”. On May 13, 2019, the 2019 Transaction was consummated, and Clarivate became the sole managing member of Jersey, operating and controlling all of the business and affairs of Jersey, through Jersey and its subsidiaries. Following the consummation of the 2019 Transaction on May 13, 2019, the Company’s ordinary shares and warrants began trading on the New York Stock Exchange. The 2019 Transaction was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Under this method of accounting Churchill was treated as the "acquired" company for financial reporting purposes. This determination was primarily based on post 2019 Transaction relative voting rights, composition of the governing board, size of the two entities pre-merger, and intent of the 2019 Transaction. Accordingly, for accounting purposes, the 2019 Transaction was treated as the equivalent of the Company issuing stock for the net assets of Churchill. The net assets of Churchill, were stated at historical cost, with no goodwill or other intangible assets resulting from the 2019 Transaction. Reported amounts from operations included herein prior to the 2019 Transaction are those of Jersey. In February 2020, the Company consummated a public offering of 27,600,000 ordinary shares at $ 20.25 per share. After this offering, Onex Corporation and Baring Private Equity Asia Limited ("BPEA") continue to beneficially own approximately 38.3% of the Company’s ordinary shares, down from approximately 70.8% of the ordinary shares beneficially owned by Onex and BPEA immediately after the closing of our merger with Churchill Capital Corp in 2019. Risks and Uncertainties In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and the continuously evolving responses to combat it have had an increasingly negative impact on the global economy. In view of the rapidly changing business environment, market volatility and heightened degree of uncertainty resulting from COVID-19, we are currently unable to fully determine its future impact on our business. However, we continue to assess the potential effect on our financial position, results of operations, and cash flows. If the global pandemic continues to evolve into a prolonged crisis, the effects could have an adverse impact on the Company's results of operations, financial condition and cash flows. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Interim Condensed Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Interim Condensed Consolidated Financial Statements do not include all of the information or notes necessary for a complete presentation in accordance with U.S. GAAP. Accordingly, these Interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2019. The results of operations for the three months ended March 31, 2020 and 2019 are not necessarily indicative of the operating results for the full year. In the opinion of management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The Interim Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50 % of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation. The U.S. dollar is the Company's reporting currency. As such, the financial statements are reported on a U.S. dollar basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 2, 2020 (the "Annual Report"), except as noted below. Accounts Receivable Through the adoption of ASU 2016-13 and the related standards, the Company revised the policy regarding the recognition of expected credit losses and for our accounts receivables portfolio as follows. Accounts receivable are recorded at the amount invoiced to customers and do not bear interest. The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. Newly Adopted Accounting Standards FASB issued new guidance, ASU 2016-13 and various other related issuances, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance will primarily affect our trade receivables. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard had an impact of $9,319 on the beginning Accumulated deficit balance in the Interim Condensed Consolidated Balance Sheet as of January 1, 2020. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The company prospective adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract. Recently Issued Accounting Standards Except as noted below, there have been no material changes from the recently issued accounting standards previously disclosed in the Annual Report. Please refer to “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” section of the Annual Report on Form 10-K for a discussion of the recently issued accounting standards that relate to the Company. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities during the period March 12, 2020 through December 31, 2022. The Company is currently in the process of evaluating the potential impact of the adoption of this standard on its Interim Condensed Consolidated Financial Statements. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On May 13, 2019, the Company completed the 2019 Transaction. Jersey began operations in 2016 as a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and R&D intensive corporations to discover, protect and commercialize their innovations. Churchill was a special purpose acquisition company whose business was to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination. The shares and earnings per share available to holders of the Company’s ordinary shares, prior to the 2019 Transaction, have been recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares). Pursuant to the Merger Agreement, the aggregate stock consideration issued by the Company in the 2019 Transaction was $ 3,052,500 , consisting of 305,250,000 newly issued ordinary shares of the Company valued at $ 10.00 per share, subject to certain adjustments described below. Of the $ 3,052,500 , the shareholders of Jersey prior to the closing of the 2019 Transaction (the “Company Owners”) received $2,175,000 in the form of 217,500,000 newly issued ordinary shares of the Company. In addition, of the $ 3,052,500 , Churchill public shareholders received $ 690,000 in the form of 68,999,999 newly issued ordinary shares of the Company. In addition, Churchill Sponsor LLC (the “sponsor”) received $187,500 in the form of 17,250,000 ordinary shares of the Company issued to the sponsor, and 1,500,000 additional ordinary shares of the Company were issued to certain investors. See Note 14 — "Shareholders' Equity" for further information. Upon consummation of the 2019 Transaction, each outstanding share of common stock of Churchill was converted into one ordinary share of the Company. At the closing of the 2019 Transaction, the Company Owners held approximately 74% of the issued and outstanding ordinary shares of the Company and stockholders of Churchill held approximately 26% of the issued and outstanding shares of the Company excluding the impact of (i) 52,800,000 warrants, (ii) approximately 24,806,793 compensatory options issued to the Company's management (based on number of options to purchase Jersey ordinary shares outstanding immediately prior to the 2019 Transaction, after giving effect to the exchange ratio described above) and (iii) 10,600,000 ordinary shares of Clarivate owned of record by the sponsor and available for distribution to certain individuals following the applicable lock-up and vesting restrictions. Certain restrictions were removed following the Secondary Offering on August 14, 2019. See Note 15 — "Employment and Compensation Arrangements" for further information. After giving effect to the satisfaction of the vesting restrictions, the Company Owners held approximately 60% of the issued and outstanding shares of the Company at the close of the 2019 Transaction. See Note 14 — "Shareholders' Equity" for further information on equity instruments. Acquisition of Decision Resources Group On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ("DRG"), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited ("PEL"), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line. The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997 , comprised of $900,000 of base cash plus $6,100 of adjusted closing cash paid on the closing date and up to 2,895,638 of the Company's ordinary shares to be issued to PEL following the one-year anniversary of closing. The contingent stock consideration was valued at $58,897 on the closing date and will be revalued at each period end. As of March 31, 2020, the fair value of the contingent stock consideration increased by $1,187 which was recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations and increased the corresponding liability to $60,084 which was recorded to Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheet. See Note 18 — "Commitments and Contingencies” for more information. The DRG acquisition was accounted for using the acquisition method of accounting. The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. Goodwill is not deductible for tax purposes. Total transaction costs incurred in connection with the acquisition of DRG were $19,762 for the three months ended March 31, 2020. The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Income during the three months ended March 31, 2020 were as follows: Revenues, net (1) $ 17,044 Net loss attributable to the Company's stockholders $ (606 ) (1) Includes $1,534 of a deferred revenue haircut recognized during the quarter ended March 31, 2020. The purchase price allocation for this acquisition as of the close date of February 28, 2020 is preliminary and may change upon completion of the determination of fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition: Total Current assets $ 124,489 Computer hardware and other property 4,302 Other intangible assets (1) 491,366 Other non-current assets 2,960 Operating lease right-of-use assets 25,099 Total assets $ 648,216 Current liabilities 3,474 Accrued expenses and other current liabilities 37,930 Current portion of deferred revenue 35,126 Deferred income taxes 47,467 Non-current portion of deferred revenue 628 Other non-current liabilities 52,908 Operating lease liabilities 25,529 Total liabilities 203,062 Fair value of acquired identifiable assets and liabilities $ 445,154 (1)Includes $3,966 of internally developed software in progress acquired. Purchase price, net of cash (2) 944,220 Less: Fair value of acquired identifiable assets and liabilities 445,154 Goodwill $ 499,066 (2)The Company acquired cash of $20,777. The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years): Fair Value as of February 28, 2020 Remaining Weighted - Average Amortization Period (in years) Customer Relationships $ 381,000 17.6 Database and Content 50,200 4.7 Trade names 5,200 4.0 Purchased Software 23,000 6.4 Backlog 28,000 4.0 Total identifiable intangible assets $ 487,400 Unaudited pro forma information for the Company for the three months ended March 31, 2020 and 2019 as if the acquisition had occurred January 1, 2019 is as follows: Three Months Ended March 31, 2020 2019 Pro forma revenues, net 265,341 267,800 Pro forma net loss attributable to the Company's stockholders (64,438 ) (100,501 ) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical condensed consolidated financial statements of the Company and from the historical accounting records of DRG. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of DRG debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs and other one-time non-recurring costs which reduced expenses by $24,926 for the three months ended March 31, 2020 and increased expenses by $25,365 for the three months ended March 31, 2019. |
Divested Operations Divested Op
Divested Operations Divested Operations | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divested Operations | Divested Operations On November 3, 2019, the Company entered into an agreement with OpSec Security for the sale of certain assets and liabilities of its MarkMonitor Product Line within its IP Group. The divestiture closed on January 1, 2020 for a total purchase price of $3,751 . An impairment charge of $18,431 was recognized in the Statement of Operations during the fourth quarter 2019 to write down the Assets and Liabilities of the disposal group to fair value. Of the total impairment charge, $17,967 related to the write down of intangible assets and $468 to the write down of goodwill. There was an immaterial loss on the divestiture recorded to Other income (expense), net during the three months ended March 31, 2020 . The Company used the proceeds for general business purposes. The divestiture does not represent a strategic shift and did not have a major effect on the Company’s operations or financial results, as defined by ASC 205-20, Discontinued Operations; as a result, the divestitures did not meet the criteria to be classified as discontinued operations. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable O ur accounts receivable balance consists of the following as of March 31, 2020 and December 31, 2019 : March 31, December 31, 2020 2019 Accounts receivable 358,249 350,369 Less: Accounts receivable allowance (15,072 ) (16,511 ) Accounts receivable, net $ 343,177 $ 333,858 The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. The activity in our accounts receivable allowance consists of the following for the three months ended March 31, 2020 , and the year ended 2019 , respectively. March 31, 2020 Balance at beginning of year 16,511 Additional provisions — Write-offs (11,043 ) Opening balance sheet adjustment related to ASU 2016 -13 adoption 10,097 Exchange differences (493 ) Balance at the end of year $ 15,072 The potential for credit losses is mitigated because customer creditworthiness is evaluated before credit is extended. The Company recorded write-offs against the reserve of $ 11,043 and $ 2,321 for the three months ended March 31, 2020 and the year ended 2019 , respectively. We are monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. During the three months ended March 31, 2020, the Company’s allowance for doubtful accounts and credit losses considered additional risk related to the pandemic. However, this risk to-date was not material. |
Computer Hardware and Other Pro
Computer Hardware and Other Property, Net | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Computer Hardware and Other Property, Net | Computer Hardware and Other Property, net Computer hardware and other property, net consisted of the following: March 31, 2020 December 31, 2019 Computer hardware $ 26,982 $ 24,620 Leasehold improvements 15,352 12,496 Furniture, fixtures and equipment 6,175 4,412 Total computer hardware and other property 48,509 41,528 Accumulated depreciation (25,556 ) (23,486 ) Total computer hardware and other property, net $ 22,953 $ 18,042 Depreciation expense amounted to $ 2,329 and $ 2,051 for the three months ended March 31, 2020 and 2019 , respectively. |
Other Intangible Assets, net an
Other Intangible Assets, net and Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, net and Goodwill | Other Intangible Assets, net and Goodwill Other Intangible Assets, net The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: March 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 656,500 $ (182,765 ) $ 473,735 $ 280,493 $ (180,571 ) $ 99,922 Databases and content 1,802,169 (370,220 ) 1,431,949 1,755,323 (342,385 ) 1,412,938 Computer software 330,318 (152,114 ) 178,204 285,701 (135,919 ) 149,782 Trade names 6,770 — 6,770 1,570 — 1,570 Backlog 27,999 (584 ) 27,415 — — — Finite-lived intangible assets 2,823,756 (705,683 ) 2,118,073 2,323,087 (658,875 ) 1,664,212 Indefinite-lived intangible assets Trade names 164,275 — 164,275 164,428 — 164,428 Total intangible assets $ 2,988,031 $ (705,683 ) $ 2,282,348 $ 2,487,515 $ (658,875 ) $ 1,828,640 Amortization expense amounted to $ 49,112 and $ 56,106 for the three months ended March 31, 2020 , and 2019 , respectively. Goodwill The following table summarizes changes in the carrying amount of goodwill for the three months ended March 31, 2020 : Total Balance as of December 31, 2019 $ 1,328,045 Acquisitions 499,067 Changes due to foreign currency fluctuations (4,028 ) Balance as of March 31, 2020 $ 1,823,084 |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Effective March 31, 2017, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $ 300,000 of its outstanding Term Loan arrangements. Additionally, effective February 28, 2018, the Company entered into another interest rate swap relating to interest payments on $ 50,000 of its outstanding Term Loan arrangements. These hedging instruments mature on March 31, 2021. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments. In April 2019, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $50,000 of its term loans, effective April 30, 2021. Additionally, in May 2019, the Company entered into additional interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $ 100,000 of its term loan, effective March 2021. Both of these derivatives have notional amounts that amortize downward, and both have a maturity of September 2023. The Company will apply hedge accounting by designating the interest rate swaps as a hedge in applicable future quarterly interest payments. The Company will apply hedge accounting by designating the interest rate swaps as a hedge in applicable future quarterly interest payments. Changes in the fair value are recorded in Accumulated other comprehensive income (loss) ("AOCI") and the amounts reclassified out of AOCI are recorded to Interest expense, net. The fair value of the interest rate swaps is recorded in Other non-current assets or liabilities according to the duration of related cash flows. The total fair value of the interest rate swaps was a liability of $8,372 at March 31, 2020 and a liability of $2,778 at December 31, 2019 . In March 2020, the Company amended all of its interest rate derivatives to reduce the 1% LIBOR floor to a 0% LIBOR floor. For the current derivatives, all other terms and conditions remain unchanged. In total, the company collected $1,737 for the amendments of these derivatives, $533 of which was collected in April 2020. For the two forward starting swaps, an adjustment was made to reduce the weighted average fixed rate from 2.183% at December 31, 2019 to 1.695% at the amendment date. For the three months ended March 31, 2020 , the Company had a period of ineffectiveness related to the cash flow hedges. The ineffectiveness was due to a drop in LIBOR rates below the LIBOR floor defined per the credit facilities, which were amended as of March 31, 2020 resulting in a highly effective hedge. As a result of the ineffectiveness, the Company recognized a loss of $979 which was recorded to Interest expense, net on the Statement of Operations. As of March 31, 2020 there was no hedge ineffectiveness associated with the Company’s interest rate swaps. See Note 10 — "Fair Value Measurements" for additional information on derivative instruments. The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three months ended March 31, 2020 : AOCI balance at December 31, 2019 $ (2,778 ) Derivative gains (losses) recognized in other comprehensive income (loss) (3,160 ) Amount reclassified out of other comprehensive income (loss) to net loss 270 AOCI balance at March 31, 2020 $ (5,668 ) The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three months ended March 31, 2019 : AOCI balance at December 31, 2018 $ 3,644 Derivative gains (losses) recognized in other comprehensive income (loss) (2,376 ) Amount reclassified out of other comprehensive income (loss) to net loss 430 AOCI balance at March 31, 2019 $ 1,698 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices include in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are support by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Below is a summary of the valuation techniques used in determining fair value: Derivatives - Derivatives consist of interest rate swaps. The fair value of the interest rate swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. See Note 9 — "Derivative Instruments" for additional information. Contingent consideration - The Company values contingent cash consideration related to business combinations using a weighted probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Key assumptions used to estimate the fair value of contingent consideration include revenue, net new business and operating forecasts and the probability of achieving the specific targets. The Company values contingent stock consideration related to business combinations using observable market data, adjusted for indemnity losses and claims for indemnity losses valued using other indirect market inputs observable in the marketplace. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments. Assets and Liabilities Recorded at Fair Value on a Recurring Basis The Company has determined that its interest rate swaps, included in Accrued expenses and other current liabilities and Other non-current liabilities according to the duration of related cash flows, reside within Level 2 of the fair value hierarchy. In accordance with ASC 805, we estimated the fair value of the earn-outs using a Monte Carlo simulation for the year ended December 31, 2018 . The amount of the earn-outs approximate fair value due to their short term nature of their remaining payments as of March 31, 2020 and December 31, 2019 . This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of March 31, 2020 , the Company increased the earn out liabilities related to Publons based on current period performance and paid the remaining earn out liabilities related to TrademarkVision. These acquisitions occurred in 2017 and 2018, respectively. The amount payable is contingent upon the achievement of certain company specific milestones and performance metrics over a 1-year and 3-year period, respectively, including number of cumulative users, cumulative reviews and annual revenue. Changes in the earn out are recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. There were no transfers of assets or liabilities between levels during the periods ended March 31, 2020 and December 31, 2019 . The earn-out liability is recorded in Accrued expenses and other current liabilities and Other non-current liabilities and is classified as Level 3 in the fair value hierarchy. As of March 31, 2020, the Company maintains a contingent stock liability based on observable market data relating to the DRG acquisition that occurred on February 28, 2020. Changes in the contingent stock liability are recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. There were no transfers of assets or liabilities between levels during the periods ended March 31, 2020 and December 31, 2019 . The contingent stock liability is recorded in Accrued expenses and other current liability and is classified as Level 2 in the fair value hierarchy. The amount is payable on the one year anniversary of the acquisition date and is contingent upon any indemnity losses or claims for indemnity losses as defined in the purchase agreement. This fair value measurement is based observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820. The following table presents the changes in the earn-out, the only Level 3 item, for the three months ended March 31, 2020 and 2019, respectively: December 31, 2019 $ 11,100 Payment of Earn-out liability (1) (8,000 ) Revaluations included in earnings 380 March 31, 2020 $ 3,480 The following table presents the changes in the earn-out, the only Level 3 item, for the three months ended March 31, 2019: December 31, 2018 $ 7,075 Payment of Earn-out liability — Revaluations included in earnings — March 31, 2019 $ 7,075 (1) See Note 18 - “Commitments and Contingencies” for further details The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as at March 31, 2020 and December 31, 2019 : Level 1 Level 2 Level 3 Total Fair Value March 31, 2020 Liabilities Interest rate swap liability $ — $ 8,372 $ — $ 8,372 Earn-out liability — — 3,480 3,480 Contingent stock liability — 60,084 $ — 60,084 Total $ — $ 68,456 $ 3,480 $ 71,936 Level 1 Level 2 Level 3 Total Fair Value December 31, 2019 Liabilities Interest rate swap liability $ — $ 2,778 $ — $ 2,778 Earn-out liability — — 11,100 11,100 Total $ — $ 2,778 $ 11,100 $ 13,878 Non-Financial Assets Valued on a Non-Recurring Basis The Company’s long-lived assets, including goodwill, indefinite-lived intangibles and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment. Finite-lived Intangible Assets - If a triggering event occurs, the Company determines the estimated fair value of finite-lived intangible assets by determining the present value of the expected cash flows. Indefinite-lived Intangible Asset - If a qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value of an indefinite-lived intangible asset, the Company determines the estimated fair value of the indefinite-lived intangible asset (trade name) by determining the present value of the estimated royalty payments on an after-tax basis that it would be required to pay the owner for the right to use such trade name. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to the excess. Goodwill - Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets resulting from business combinations. The Company evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of October 1 or more frequently if impairment indicators arise in accordance with ASC Topic 350. The Company performs qualitative analysis of macroeconomic conditions, industry and market considerations, internal cost factors, financial performance, fair value history and other company specific events. If this qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the book value for the respective reporting unit, the Company applies a two-step impairment test in which the Company determines whether the estimated fair value of the reporting unit is in excess of its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the estimated fair value of the reporting unit, the Company performs the second step of the impairment test to determine the implied estimated fair value of the reporting unit’s goodwill. The Company determines the implied estimated fair value of goodwill by determining the present value of the estimated future cash flows for each reporting unit and comparing the reporting unit’s risk profile and growth prospects to selected, reasonably similar publicly traded companies. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits The components of net periodic benefit cost recognized in other comprehensive loss were as follows: Three Months Ended March 31, 2020 2019 Service cost $ 226 $ 221 Interest cost 79 78 Expected return on plan assets (40 ) (40 ) Amortization of actuarial gains (19 ) (18 ) Net periodic benefit cost $ 246 $ 241 Interest cost and expected return on plan assets are recorded in Interest expense, net on the accompanying Interim Condensed Consolidated Statements of Operations. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of the Company’s debt: March 31, 2020 December 31, 2019 Type Maturity Interest Rate Carrying Value Interest Rate Carrying Value Senior secured notes 2026 4.500 % 700,000 4.500 % 700,000 Term loan facility 2026 4.360 % 1,256,850 5.049 % 900,000 Revolving credit facility 2024 — % 0 5.049 % 65,000 Total debt outstanding 1,956,850 1,665,000 Deferred financing charges (26,670 ) (25,205 ) Term loan facility, discount (2,128 ) (2,184 ) Short-term debt, including current portion of long-term debt (12,600 ) (9,000 ) Long-term debt, net of current portion and deferred financing charges $ 1,915,452 $ 1,628,611 In connection with the DRG acquisition, the Company incurred an incremental $360,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund a portion of the DRG acquisition and to pay related fees and expenses. The additional term loan borrowings are covered by the same terms and covenant requirements of the existing term loan facility as described in the annual form 10-K as of December 31, 2019. In addition, the Company secured the backstop of a $950,000 fully committed bridge facility in connection with the DRG acquisition. However, the Company obtained all required financing with proceeds from the additional term loan borrowings and through a primary equity offering in February, 2020. As such, the bridge facility remained undrawn through it's expiration on closing of the acquisition. During the three months ended March 31, 2020 , the Company paid down $65,000 on the revolving credit facility. The revolving credit facility has remained undrawn in the period subsequent to the pay down. The revolving credit facility is subject to a commitment fee of 0.50% per annum. With respect to the credit facilities, the Company may be subject to certain negative covenants, including compliance with total first lien net leverage ratio, if certain conditions are met. These conditions were not met and the Company was not required to test compliance with these covenants as of March 31, 2020 . The obligations of the Borrowers under the credit facilities are guaranteed by UK Holdco and certain of its restricted subsidiaries and are secured by substantially all of UK Holdco's and certain of its restricted subsidiaries’ assets (with customary exceptions described in the credit facilities). UK Holdco and its restricted subsidiaries are subject to certain covenants including restrictions on UK Holdco’s ability to pay dividends, incur indebtedness, grant a lien over its assets, merge or consolidate, make investments, or make payments to affiliates. As of March 31, 2020 , letters of credit totaling $4,929 were collateralized by the revolving credit facility. Notwithstanding the revolving credit facility, as of March 31, 2020 , the Company had an unsecured corporate guarantee outstanding for $9,646 and cash collateralized letters of credit totaling $36 , all of which were not collateralized by the revolving credit facility. The Company’s cash from operations is expected to meet repayment needs on outstanding borrowings for a period of 12 months after the financial statement issuance date. The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate bench mark rates. The fair value of the fixed rate debt is estimated based on market observable data for debt with similar prepayment features. The fair value of the Company’s debt was $1,872,292 and $1,692,750 at March 31, 2020 and December 31, 2019 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The tables below show the Company's disaggregated revenues for the periods presented: Three Months Ended March 31, 2020 2019 Subscription revenues $ 193,235 $ 192,492 Transactional revenues 49,239 41,697 Total revenues, gross 242,474 234,189 Deferred revenues adjustment (1) (1,882 ) (164 ) Total revenues, net $ 240,592 $ 234,025 (1) Reflects the deferred revenues adjustment as a result of purchase accounting. Contract Balances Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (1/1/2020) $ 333,858 $ 407,325 $ 19,723 Closing (3/31/2020) 343,177 472,101 18,774 (Increase)/decrease $ (9,319 ) $ (64,776 ) $ 949 Opening (1/1/2019) $ 331,295 $ 391,102 $ 17,112 Closing (3/31/2019) 343,113 461,928 17,987 (Increase)/decrease $ (11,818 ) $ (70,826 ) $ (875 ) The amount of revenue recognized in the period that were included in the opening deferred revenues current and long-term balances were $105,150 . This revenue consists primarily of subscription revenue. Transaction Price Allocated to the Remaining Performance Obligation As of March 31, 2020 , approximately $62,328 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with durations of one year or less. The Company expects to recognize revenue on approximately 65% of these performance obligations over the next 12 months . Of the remaining 35% , 21% is expected to be recognized within the following year, with the final 14% expected to be recognized within years 3 to 10 . |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Pre-2019 Transaction In March 2017, the Company formed the Management Incentive Plan under which certain employees of the Company may be eligible to purchase shares of the Company. In exchange for each share purchase subscription, the purchaser is entitled to a fully vested right to an ordinary share. Additionally, along with a subscription, employees receive a corresponding number of options to acquire additional ordinary shares subject to five year vesting. See Note 15 — “Employment and Compensation Arrangements” for additional detail related to the options. The Company received no net subscriptions for the three months ended March 31, 2019 . Post-2019 Transaction In June 2019, the Company formed the 2019 Incentive Award Plan under which employees of the Company may be eligible to purchase shares of the Company. See Note 15 — “Employment and Compensation Arrangements” for additional detail related to the 2019 Incentive Award Plan. In exchange for each share subscription purchased, the purchaser is entitled to a fully vested right to an ordinary share. At March 31, 2020 there were unlimited ordinary shares authorized, and 364,938,052 shares issued and outstanding, with a par value of $0.00 . The Company did not hold any shares as treasury shares as of March 31, 2020 or December 31, 2019 . The Company’s ordinary stockholders are entitled to one vote per share. Warrants During the period January 1, 2020 through February 21, 2020, 24,132,666 of the Company’s outstanding public warrants were exercised for one ordinary share per whole public warrant at a price of $11.50 per share. On February 20, 2020, we announced the redemption of all of our outstanding public warrants to purchase our ordinary shares that were issued as part of the units sold in the Churchill Capital Corp initial public offering and remain outstanding at 5:00 p.m. New York City time on March 23, 2020, for a redemption price of $0.01 per public warrant. In addition, our board of directors elected that, upon delivery of the notice of the redemption on February 20, 2020, all public warrants were to be exercised only on a “cashless basis.” Accordingly, by virtue of the cashless exercise of public warrants, exercising public warrant holders received 0.4626 of an ordinary share for each public warrant, and 4,747,432 ordinary shares were issued for public warrants exercised on a cashless basis and 4,649 public warrants were redeemed for $0.01 per public warrant. As of March 31, 2020 no public warrants were outstanding. Merger Shares On January 31, 2020, our Board agreed to waive all performance vesting conditions associated with the merger shares. All such Merger Shares are expected to be issued to persons designated by Jerre Stead and Michael Klein prior to December 31, 2020. DRG Acquisition Shares In connection with the DRG acquisition up to 2,895,638 ordinary shares of the Company are issuable to PEL following the one-year anniversary of closing. See Note 4 — “Business Combinations” for additional details. |
Employment and Compensation Arr
Employment and Compensation Arrangements | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Employment and Compensation Arrangements | Employment and Compensation Arrangements Employee Incentive Plans The 2019 Incentive Award Plan permits the granting of awards in the form of incentive stock options, non-qualified stock options, share appreciation rights, restricted shares, restricted share units and other stock-based or cash based awards. Equity awards may be issued in the form of restricted shares or restricted share units with dividend rights or dividend equivalent rights subject to vesting terms and conditions specified in individual award agreements. The Company’s Management Incentive Plan provides for employees of the Company to be eligible to purchase shares of the Company. See Note 14 — “Shareholders’ Equity” for additional information. A maximum aggregate amount of 60,000,000 ordinary shares are reserved for issuance under the 2019 Incentive Award Plan. Equity awards under the 2019 Incentive Award Plan may be issued in the form of options to purchase shares of the Company which are exercisable upon the occurrence of conditions specified within individual award agreements. As of March 31, 2020 37,302,599 awards had been granted. A summary of the Company’s share-based compensation is as follows: Three Months Ended March 31, 2020 2019 Share-based compensation expense $ 17,469 $ 3,176 Tax benefit recognized $ (2 ) $ 78 In the three months ended March 31, 2020 , the Company recognized additional Share-based compensation expense related to the modification of certain awards under the 2019 Incentive Award Plan. As of March 31, 2020 , there was $4,909 of total unrecognized compensation cost, related to outstanding stock options, which is expected to be recognized through 2024 with a remaining weighted-average service period of 2.1 years . Stock Options The Company’s stock option activity is summarized below: Number of Options Weighted Average Exercise Price per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance at December 31, 2019 20,880,225 $ 12.18 7.3 $ 105,119 Forfeited (334,295 ) 13.95 0 — Exercised (3,715,455 ) 9.53 0 — Outstanding as of March 31, 2020 16,830,475 $ 12.73 6.9 $ 137,329 Vested and exercisable at March 31, 2020 11,605,933 $ 12.79 6.5 $ 92,785 The aggregate intrinsic value in the table above represents the difference between the closing price of the Company's common shares on March 31, 2020 and the exercise price of each in-the-money option. There were 3,715,455 stock options exercised in the three months ended March 31, 2020 . The tax benefit from the exercised options was $1,372 . The Company accounts for awards issued under the 2019 Incentive Award Plan as additional contributions to equity. Share-based compensation includes expense associated with stock option grants which is estimated based on the grant date fair value of the award issued. Share-based compensation expense related to stock options is recognized over the vesting period of the award which is generally five years , on a graded-scale basis. The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted. The Black-Scholes model takes into account the fair value of an ordinary share and the contractual and expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. Prior to becoming a public company, the fair value of the Company’s ordinary shares were determined utilizing an external third-party pricing specialist. The contractual term of the option ranges from the one year to 10 years . Expected volatility is the average volatility over the expected terms of comparable public entities from the same industry. The risk-free interest rate is based on a treasury rate with a remaining term similar to the contractual term of the option. The Company is recently formed and at this time does not expect to distribute any dividends. The Company recognizes forfeitures as they occur. Restricted Stock Units (“RSUs”) RSUs typically vest from one to three years and are generally subject to either cliff vesting or graded vesting. RSUs do not have nonforfeitable rights to dividends or dividend equivalents. The fair value of RSUs is typically based on the fair value of our common shares on the date of grant. We amortize the value of these awards to expense over the vesting period on a graded-scale basis. The Company recognizes forfeitures as they occur. Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 293,182 $ 16.75 Vested (169,842 ) 16.86 Outstanding as of March 31, 2020 123,340 $ 16.60 The total fair value of RSUs that vested during the three months ended March 31, 2020 was $2,863 . 2019 Transaction Related Awards Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate that are issuable if the last sale price of Clarivate’s ordinary shares is at least $20.00 for 40 days over a 60 consecutive trading day period on or before the sixth anniversary of the closing of the 2019 Transaction. On January 31, 2020, our Board agreed to waive this performance vesting condition, and all such merger shares are expected to be issued to persons designated by Messrs. Stead and Klein on or prior to December 31, 2020. We used a third-party specialist to fair value the awards at the modification date using the Monte Carlo simulation approach. The assumptions in the model include, but are not limited to, risk-free interest rate, 1.33% ; expected volatility of the Company's and the peer group's stock prices, 20.00% ; and dividend yield, 0.00% . The Company recognized $13,720 expense in Share-based compensation expense as a result of the waived performance vesting conditions. In accordance with the terms of the sponsor agreement and in connection with our merger with Churchill in 2019, the merger shares are issued to persons designated by Messrs Stead and Klein. The Company has evaluated and recorded additional stock compensation expense as required upon the assignment of merger shares as applicable. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the three months ended March 31, 2020 and 2019 , the Company recognized an income tax provision of $14,753 on loss before income tax of $59,248 and $240 , on loss before income tax of $59,020 , respectively. The tax provision in each period three months ended March 31, 2020 , and March 31, 2019 , respectively, reflects the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Potential common shares of 38,149,453 of Private Placement Warrants, DRG Transaction Shares, options and RSUs related to the Incentive Award Plan were excluded from diluted EPS for the three months ended March 31, 2020 and potential common shares of 24,323,190 of options were excluded from diluted EPS for the three months ended March 31, 2019 as the Company had net losses in both periods and their inclusion would be anti-dilutive. See Note 14 — "Shareholders' Equity" and Note 15 — "Employment and Compensation Arrangements” for a description. The 2019 Transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP. See Note 1 — "Background and Nature of Operations". Accordingly, weighted-average shares outstanding for purposes of the EPS calculation have been retroactively recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares). The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2020 2019 Basic/Diluted EPS Net loss available to common stockholders $ (74,001 ) $ (59,260 ) Basic and diluted weighted-average number of ordinary shares outstanding 343,129,833 217,526,426 Basic and diluted EPS $ (0.22 ) $ (0.27 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company does not have any recorded or unrecorded guarantees of the indebtedness of others. Lawsuits and Legal Claims The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, antitrust/competition claims, intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material impact on the Company’s financial condition taken as a whole. Contingent Liabilities In conjunction with the acquisition of Publons, the Company agreed to pay former shareholders up to an additional $ 9,500 through 2020. Amounts payable are contingent upon Publons' achievement of certain milestones and performance metrics. The Company paid $0 and $2,371 of the contingent purchase price in the quarter ended March 31, 2020 and year ended December 31, 2019 , respectively. The Company had an outstanding liability for $3,480 and $3,100 related to the estimated fair value of this contingent consideration included in Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 , respectively. In conjunction with the acquisition of Kopernio, the Company agreed to pay former shareholders up to an additional $ 3,500 through 2021. Amounts payable are contingent upon Kopernio’s achievement of certain milestones and performance metrics and will be recognized over the concurrent service period. In conjunction with the acquisition of TrademarkVision, the Company agreed to pay former shareholders a potential earn-out dependent upon achievement of certain milestones and financial performance metrics through 2020. Amounts payable are contingent upon TrademarkVision’s achievement of certain milestones and performance metrics. During the quarter ended March 31, 2020 , the Company paid $8,000 of the contingent purchase price to complete the earn-out. As of March 31, 2020 and December 31, 2019 , the Company had an outstanding liability for $0 and $8,000 respectively, related to the estimated fair value of this contingent consideration. The outstanding balance was included in Accrued expenses and other current liabilities as of December 31, 2019 , in the Consolidated Balance Sheets. In conjunction with the acquisition of DRG, the Company agreed to pay up to 2,895,638 shares as contingent stock consideration, valued at $58,897 on the closing date of the acquisition. See Note 4: "Business Combinations" for more information on the contingent stock consideration. Amounts payable are contingent upon any indemnity losses or claims to indemnity losses occurring within that one year period. The liability increased by $1,187 since the acquisition date due to an increase in the estimated fair value of this contingent stock consideration, which resulted in a liability of $60,084 as of March 31, 2020 . The outstanding balance was included in Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets as of March 31, 2020 . |
Related Party and Former Parent
Related Party and Former Parent Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party and Former Parent Transactions | Related Party and Former Parent Transactions Onex Partners Advisor LP (“Onex”), an affiliate of the Company, is considered a related party. Concurrent with the Acquisition, the Company entered into a Consulting Services Agreement with Onex, pursuant to which the Company is provided certain ongoing strategic and financing consulting services in exchange for a quarterly management fee. In connection with this agreement, the Company recognized $0 and $231 for the three months ended March 31, 2020 , and 2019 . The Company pays 0.1% interest per annum to Onex for the Credit Agreement. The Company recognized $0 and $215 for the three months ended March 31, 2020 and 2019 , respectively, in interest expense for the Onex related interest. The Company had an outstanding liability of $20 and $3 to Onex as of March 31, 2020 , and December 31, 2019 , respectively. In addition, the Company paid Onex a management fee of $ 5,400 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information. BPEA, an affiliate of the Company, is considered a related party. Concurrently with the 2016 Transaction, the Company entered into a Management Services Agreement with Baring, pursuant to which the Company is provided certain ongoing strategic and financing consulting services. In connection with this agreement, the Company recognized $0 and $167 for the three months ended March 31, 2020 , and 2019 , respectively, in operating expenses related to this agreement. The Company had an outstanding liability of $0 and $0 to Baring as of March 31, 2020 , and December 31, 2019 , respectively. In addition, the Company paid BPEA a management fee of $ 2,100 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information. In connection with the 2016 Transaction, Bidco and a subsidiary of the Former Parent entered into the Transition Service Agreement, which became effective on October 3, 2016, pursuant to which such subsidiary of the Former Parent will, or will cause its affiliates and/or third-party service providers to, provide Bidco, its affiliates and/or third-party service providers with certain technology, facilities management, human resources, sourcing, financial, accounting, data management, marketing and other services to support the operation of the IP&S business as an independent company. Such services are provided by such subsidiary of the Former Parent or its affiliates and/or third-party service providers for various time periods and at various costs based upon the terms set forth in the Transition Service Agreement. A controlled affiliate of Baring is a vendor of ours. Total payments to this vendor were $18 and $240 for the three months ended March 31, 2020 and 2019 respectively. The Company had an outstanding liability of $173 and $160 as of March 31, 2020 and December 31, 2019 , respectively. Jerre Stead, Chief Executive Officer of the Company, is the Co-founder of a vendor of ours. Total payments to this vendor were $0 for the three months ended March 31, 2020 . The Company had an outstanding liability of $0 and $10 as of March 31, 2020 and December 31, 2019 , respectively. This vendor was not a related party during the three months ended March 31, 2020 or 2019. A former member of our key management is the Co-founder of a vendor of ours. Total payments to this vendor were $0 and $78 for the three months ended March 31, 2020 and 2019 , and the Company had no outstanding liability as of March 31, 2020 and December 31, 2019 . This vendor was not a related party during the three months ended March 31, 2019 . |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In accordance with the applicable guidance for ASC 420, Exit or Disposal Cost Obligations , we accounted for termination benefits and recognized liabilities when the loss was considered probable, employees were entitled to benefits and the amounts could be reasonably estimated. We have incurred costs in connection with involuntary termination benefits associated with our corporate-related initiatives and cost-saving opportunities. These amounts are recorded within Restructuring in the Consolidated Statements of Operations. The payments associated with these actions are expected to be completed within 12 months from the balance sheet date. The following table summarizes the activity related to the restructuring reserves and expenses for the three months ended March 31, 2020 . Balance as of December 31, 2019 $ 9,506 Expenses recorded 7,754 Payments made (6,647 ) Balance as of March 31, 2020 $ 10,613 Restructuring charges incurred in the three months ended March 31, 2020 included actions to reduce operational costs. Components of the pre-tax charges include $6,574 in severance costs, $508 in exit costs, and $666 in legal and advisory costs incurred during the three months ended March 31, 2020 . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Management has evaluated the impact of events that have occurred subsequent to March 31, 2020 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Accounts Receivable | Accounts Receivable Through the adoption of ASU 2016-13 and the related standards, the Company revised the policy regarding the recognition of expected credit losses and for our accounts receivables portfolio as follows. | |
Newly Adopted Accounting Standards and Recently Issued Accounting Standards | Newly Adopted Accounting Standards FASB issued new guidance, ASU 2016-13 and various other related issuances, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance will primarily affect our trade receivables. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard had an impact of $9,319 on the beginning Accumulated deficit balance in the Interim Condensed Consolidated Balance Sheet as of January 1, 2020. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The company prospective adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract. Recently Issued Accounting Standards Except as noted below, there have been no material changes from the recently issued accounting standards previously disclosed in the Annual Report. Please refer to “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” section of the Annual Report on Form 10-K for a discussion of the recently issued accounting standards that relate to the Company. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities during the period March 12, 2020 through December 31, 2022. The Company is currently in the process of evaluating the potential impact of the adoption of this standard on its Interim Condensed Consolidated Financial Statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination, Separately Recognized Transactions | The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Income during the three months ended March 31, 2020 were as follows: Revenues, net (1) $ 17,044 Net loss attributable to the Company's stockholders $ (606 ) (1) Includes $1,534 of a deferred revenue haircut recognized during the quarter ended March 31, 2020. |
Schedule of fair value of identifiable assets acquired and liabilities assumed for all acquisitions | The following table summarizes the preliminary purchase price allocation for this acquisition: Total Current assets $ 124,489 Computer hardware and other property 4,302 Other intangible assets (1) 491,366 Other non-current assets 2,960 Operating lease right-of-use assets 25,099 Total assets $ 648,216 Current liabilities 3,474 Accrued expenses and other current liabilities 37,930 Current portion of deferred revenue 35,126 Deferred income taxes 47,467 Non-current portion of deferred revenue 628 Other non-current liabilities 52,908 Operating lease liabilities 25,529 Total liabilities 203,062 Fair value of acquired identifiable assets and liabilities $ 445,154 (1)Includes $3,966 of internally developed software in progress acquired. Purchase price, net of cash (2) 944,220 Less: Fair value of acquired identifiable assets and liabilities 445,154 Goodwill $ 499,066 (2)The Company acquired cash of $20,777. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years): Fair Value as of February 28, 2020 Remaining Weighted - Average Amortization Period (in years) Customer Relationships $ 381,000 17.6 Database and Content 50,200 4.7 Trade names 5,200 4.0 Purchased Software 23,000 6.4 Backlog 28,000 4.0 Total identifiable intangible assets $ 487,400 |
Business Acquisition, Pro Forma Information | Unaudited pro forma information for the Company for the three months ended March 31, 2020 and 2019 as if the acquisition had occurred January 1, 2019 is as follows: Three Months Ended March 31, 2020 2019 Pro forma revenues, net 265,341 267,800 Pro forma net loss attributable to the Company's stockholders (64,438 ) (100,501 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | O ur accounts receivable balance consists of the following as of March 31, 2020 and December 31, 2019 : March 31, December 31, 2020 2019 Accounts receivable 358,249 350,369 Less: Accounts receivable allowance (15,072 ) (16,511 ) Accounts receivable, net $ 343,177 $ 333,858 |
Accounts Receivable, Allowance for Credit Loss | The activity in our accounts receivable allowance consists of the following for the three months ended March 31, 2020 , and the year ended 2019 , respectively. March 31, 2020 Balance at beginning of year 16,511 Additional provisions — Write-offs (11,043 ) Opening balance sheet adjustment related to ASU 2016 -13 adoption 10,097 Exchange differences (493 ) Balance at the end of year $ 15,072 |
Computer Hardware and Other P_2
Computer Hardware and Other Property, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of computer hardware and other property, net | Computer hardware and other property, net consisted of the following: March 31, 2020 December 31, 2019 Computer hardware $ 26,982 $ 24,620 Leasehold improvements 15,352 12,496 Furniture, fixtures and equipment 6,175 4,412 Total computer hardware and other property 48,509 41,528 Accumulated depreciation (25,556 ) (23,486 ) Total computer hardware and other property, net $ 22,953 $ 18,042 |
Other Intangible Assets, net _2
Other Intangible Assets, net and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of identifiable intangible assets | The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: March 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 656,500 $ (182,765 ) $ 473,735 $ 280,493 $ (180,571 ) $ 99,922 Databases and content 1,802,169 (370,220 ) 1,431,949 1,755,323 (342,385 ) 1,412,938 Computer software 330,318 (152,114 ) 178,204 285,701 (135,919 ) 149,782 Trade names 6,770 — 6,770 1,570 — 1,570 Backlog 27,999 (584 ) 27,415 — — — Finite-lived intangible assets 2,823,756 (705,683 ) 2,118,073 2,323,087 (658,875 ) 1,664,212 Indefinite-lived intangible assets Trade names 164,275 — 164,275 164,428 — 164,428 Total intangible assets $ 2,988,031 $ (705,683 ) $ 2,282,348 $ 2,487,515 $ (658,875 ) $ 1,828,640 |
Schedule of Goodwill | The following table summarizes changes in the carrying amount of goodwill for the three months ended March 31, 2020 : Total Balance as of December 31, 2019 $ 1,328,045 Acquisitions 499,067 Changes due to foreign currency fluctuations (4,028 ) Balance as of March 31, 2020 $ 1,823,084 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three months ended March 31, 2020 : AOCI balance at December 31, 2019 $ (2,778 ) Derivative gains (losses) recognized in other comprehensive income (loss) (3,160 ) Amount reclassified out of other comprehensive income (loss) to net loss 270 AOCI balance at March 31, 2020 $ (5,668 ) The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three months ended March 31, 2019 : AOCI balance at December 31, 2018 $ 3,644 Derivative gains (losses) recognized in other comprehensive income (loss) (2,376 ) Amount reclassified out of other comprehensive income (loss) to net loss 430 AOCI balance at March 31, 2019 $ 1,698 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in the earn-out, Level 3 | The following table presents the changes in the earn-out, the only Level 3 item, for the three months ended March 31, 2020 and 2019, respectively: December 31, 2019 $ 11,100 Payment of Earn-out liability (1) (8,000 ) Revaluations included in earnings 380 March 31, 2020 $ 3,480 The following table presents the changes in the earn-out, the only Level 3 item, for the three months ended March 31, 2019: December 31, 2018 $ 7,075 Payment of Earn-out liability — Revaluations included in earnings — March 31, 2019 $ 7,075 (1) See Note 18 - “Commitments and Contingencies” for further details |
Summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis | The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as at March 31, 2020 and December 31, 2019 : Level 1 Level 2 Level 3 Total Fair Value March 31, 2020 Liabilities Interest rate swap liability $ — $ 8,372 $ — $ 8,372 Earn-out liability — — 3,480 3,480 Contingent stock liability — 60,084 $ — 60,084 Total $ — $ 68,456 $ 3,480 $ 71,936 Level 1 Level 2 Level 3 Total Fair Value December 31, 2019 Liabilities Interest rate swap liability $ — $ 2,778 $ — $ 2,778 Earn-out liability — — 11,100 11,100 Total $ — $ 2,778 $ 11,100 $ 13,878 |
Pension and Other Post-Retire_2
Pension and Other Post-Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic benefit cost changes in plan assets and benefit obligations recognized in other comprehensive loss | The components of net periodic benefit cost recognized in other comprehensive loss were as follows: Three Months Ended March 31, 2020 2019 Service cost $ 226 $ 221 Interest cost 79 78 Expected return on plan assets (40 ) (40 ) Amortization of actuarial gains (19 ) (18 ) Net periodic benefit cost $ 246 $ 241 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of debt | The following is a summary of the Company’s debt: March 31, 2020 December 31, 2019 Type Maturity Interest Rate Carrying Value Interest Rate Carrying Value Senior secured notes 2026 4.500 % 700,000 4.500 % 700,000 Term loan facility 2026 4.360 % 1,256,850 5.049 % 900,000 Revolving credit facility 2024 — % 0 5.049 % 65,000 Total debt outstanding 1,956,850 1,665,000 Deferred financing charges (26,670 ) (25,205 ) Term loan facility, discount (2,128 ) (2,184 ) Short-term debt, including current portion of long-term debt (12,600 ) (9,000 ) Long-term debt, net of current portion and deferred financing charges $ 1,915,452 $ 1,628,611 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | The tables below show the Company's disaggregated revenues for the periods presented: Three Months Ended March 31, 2020 2019 Subscription revenues $ 193,235 $ 192,492 Transactional revenues 49,239 41,697 Total revenues, gross 242,474 234,189 Deferred revenues adjustment (1) (1,882 ) (164 ) Total revenues, net $ 240,592 $ 234,025 (1) Reflects the deferred revenues adjustment as a result of purchase accounting. |
Schedule of contract balances | Contract Balances Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (1/1/2020) $ 333,858 $ 407,325 $ 19,723 Closing (3/31/2020) 343,177 472,101 18,774 (Increase)/decrease $ (9,319 ) $ (64,776 ) $ 949 Opening (1/1/2019) $ 331,295 $ 391,102 $ 17,112 Closing (3/31/2019) 343,113 461,928 17,987 (Increase)/decrease $ (11,818 ) $ (70,826 ) $ (875 ) |
Employment and Compensation A_2
Employment and Compensation Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | A summary of the Company’s share-based compensation is as follows: Three Months Ended March 31, 2020 2019 Share-based compensation expense $ 17,469 $ 3,176 Tax benefit recognized $ (2 ) $ 78 |
Summary of stock option activity | The Company’s stock option activity is summarized below: Number of Options Weighted Average Exercise Price per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance at December 31, 2019 20,880,225 $ 12.18 7.3 $ 105,119 Forfeited (334,295 ) 13.95 0 — Exercised (3,715,455 ) 9.53 0 — Outstanding as of March 31, 2020 16,830,475 $ 12.73 6.9 $ 137,329 Vested and exercisable at March 31, 2020 11,605,933 $ 12.79 6.5 $ 92,785 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 293,182 $ 16.75 Vested (169,842 ) 16.86 Outstanding as of March 31, 2020 123,340 $ 16.60 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS computations for our common stock | The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2020 2019 Basic/Diluted EPS Net loss available to common stockholders $ (74,001 ) $ (59,260 ) Basic and diluted weighted-average number of ordinary shares outstanding 343,129,833 217,526,426 Basic and diluted EPS $ (0.22 ) $ (0.27 ) |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the activity related to the restructuring reserves and expenses for the three months ended March 31, 2020 . Balance as of December 31, 2019 $ 9,506 Expenses recorded 7,754 Payments made (6,647 ) Balance as of March 31, 2020 $ 10,613 |
Background and Nature of Oper_2
Background and Nature of Operations - Sale of Stock (Details) - $ / shares | 1 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2020 | Dec. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued (in shares) | 27,600,000 | ||
Sale of stock, price per share (usd per share) | $ 20.25 | ||
Onex and Baring [Member] | Ordinary Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ownership by other party | 38.30% | 70.80% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326 | $ (9,319) | |
Cumulative Effect, Period Of Adoption, Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326 | $ 9,319 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | Feb. 28, 2020USD ($) | Aug. 15, 2019 | May 13, 2019USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Conversion ratio | 132.13667 | |||||
Newly issued ordinary shares (in shares) | shares | 2,895,638 | |||||
Percentage of ownership | 74.00% | |||||
Percentage of ownership after transaction | 60.00% | |||||
Pro forma, expense increase (decrease) | $ (24,926,000) | $ 25,365,000 | ||||
Churchill Sponsor LLC | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of ownership | 26.00% | |||||
Jersey | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 3,052,500,000 | |||||
Newly issued ordinary shares (in shares) | shares | 305,250,000 | |||||
Newly issued shares value (in dollars per share) | $ / shares | $ 10 | |||||
Warrants excluded from ownership calculation | shares | 52,800,000 | |||||
Compensatory options issued, excluded from ownership calculation (in shares) | shares | 24,806,793 | |||||
Ordinary shares owned by sponsor, excluded from ownership calculation (in shares) | shares | 10,600,000 | |||||
Jersey | Clarivate | ||||||
Business Acquisition [Line Items] | ||||||
Conversion ratio | 132.13667 | |||||
Decision Resources Group | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 964,997,000 | |||||
Value of Clarivate stock issued | $ 2,895,638,000 | |||||
Percentage of ownership after transaction | 100.00% | |||||
Purchase price, net of cash | $ 900,000,000 | |||||
Adjusted closing cash paid on the closing | 6,100,000 | |||||
Contingent consideration, liability | $ 58,897,000 | 60,084,000 | ||||
Estimated fair value of contingent consideration | 1,187,000 | |||||
Acquisition cost expensed | $ 19,762,000 | |||||
Company Owners | Jersey | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued ordinary shares (in shares) | shares | 217,500,000 | |||||
Value of Clarivate stock issued | $ 2,175,000,000 | |||||
Churchill Public Shareholders | Jersey | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued ordinary shares (in shares) | shares | 68,999,999 | |||||
Value of Clarivate stock issued | $ 690,000,000 | |||||
Churchill Sponsor LLC | Jersey | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 187,500,000 | |||||
Newly issued ordinary shares (in shares) | shares | 17,250,000 | |||||
Certain Investors | Jersey | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued ordinary shares (in shares) | shares | 1,500,000 |
Business Combinations - Sales a
Business Combinations - Sales and Net Earnings (Details) - Decision Resources Group Acquisition $ in Thousands | Feb. 28, 2020USD ($) |
Business Combination, Separately Recognized Transactions [Line Items] | |
Revenues, net | $ 17,044 |
Net loss attributable to the Company's stockholders | (606) |
Deferred revenue haircut | $ 1,534 |
Business Combinations - Acquire
Business Combinations - Acquired Assets and Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,823,084 | $ 1,328,045 | |
DRG Acquisition | |||
Business Acquisition [Line Items] | |||
Current assets | $ 124,489 | ||
Computer hardware and other property | 4,302 | ||
Other intangible assets | 491,366 | ||
Other non-current assets | 2,960 | ||
Operating lease right-of-use assets | 25,099 | ||
Total assets | 648,216 | ||
Current liabilities | 3,474 | ||
Accrued expenses and other current liabilities | 37,930 | ||
Current portion of deferred revenue | 35,126 | ||
Deferred income taxes | 47,467 | ||
Non-current portion of deferred revenue | 628 | ||
Other non-current liabilities | 52,908 | ||
Operating lease liabilities | 25,529 | ||
Total liabilities | 203,062 | ||
Fair value of acquired identifiable assets and liabilities | 445,154 | ||
Purchase price, net of cash | 944,220 | ||
Goodwill | 499,066 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 20,777 | ||
Database and Content | DRG Acquisition | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 3,966 |
Business Combinations - Intangi
Business Combinations - Intangible Assets (Details) - DRG Acquisition - USD ($) $ in Thousands | Feb. 28, 2020 | Mar. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | $ 487,400 | |
Customer Relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | 381,000 | |
Remaining Weighted - Average Amortization Period (in years) | 17 years 7 months 6 days | |
Database and Content | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | 50,200 | |
Remaining Weighted - Average Amortization Period (in years) | 4 years 8 months 12 days | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | 5,200 | |
Remaining Weighted - Average Amortization Period (in years) | 4 years | |
Purchased Software | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | 23,000 | |
Remaining Weighted - Average Amortization Period (in years) | 6 years 4 months 24 days | |
Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | $ 28,000 | |
Remaining Weighted - Average Amortization Period (in years) | 4 years |
Business Combinations - Proform
Business Combinations - Proforma Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Combinations [Abstract] | ||
Pro forma revenues, net | $ 265,341 | $ 267,800 |
Pro forma net loss attributable to the Company's stockholders | $ (64,438) | $ (100,501) |
Divested Operations (Details)
Divested Operations (Details) - Brand Protection, AntiPiracy, and AntiFraud Solutions - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Purchase price | $ 3,751 | |
Impairment of finite lived assets | $ 18,431 | |
Impairment of intangible assets | 17,967 | |
Goodwill, impairment loss | $ 468 |
Accounts Receivable - Accounts
Accounts Receivable - Accounts Receivable Balance (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||||
Accounts receivable | $ 358,249 | $ 350,369 | ||
Less: Accounts receivable allowance | (15,072) | (16,511) | ||
Accounts receivable, net | $ 343,177 | $ 333,858 | $ 343,113 | $ 331,295 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at beginning of year | $ 16,511 |
Additional provisions | 0 |
Write-offs | (11,043) |
Opening balance sheet adjustment related to ASU 2016 -13 adoption | 10,097 |
Exchange differences | (493) |
Balance at the end of year | $ 15,072 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Receivables [Abstract] | ||
Allowance for credit loss | $ (11,043) | $ (2,321) |
Computer Hardware and Other P_3
Computer Hardware and Other Property, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | $ 48,509 | $ 41,528 | |
Accumulated depreciation | (25,556) | (23,486) | |
Total computer hardware and other property, net | 22,953 | 18,042 | |
Depreciation | 2,329 | $ 2,051 | |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 26,982 | 24,620 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 15,352 | 12,496 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | $ 6,175 | $ 4,412 |
Other Intangible Assets, net _3
Other Intangible Assets, net and Goodwill - Other Intangible Assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived intangible assets, Gross | $ 2,823,756 | $ 2,323,087 | |
Finite-lived intangible assets, Accumulated Amortization | (705,683) | (658,875) | |
Total finite-lived intangible assets | 2,118,073 | 1,664,212 | |
Intangible assets, Gross | 2,988,031 | 2,487,515 | |
Total intangible assets | 2,282,348 | 1,828,640 | |
Amortization amounted | 49,112 | $ 56,106 | |
Trade names | |||
Goodwill And Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, gross | 164,275 | 164,428 | |
Customer relationships | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived intangible assets, Gross | 656,500 | 280,493 | |
Finite-lived intangible assets, Accumulated Amortization | (182,765) | (180,571) | |
Total finite-lived intangible assets | 473,735 | 99,922 | |
Databases and content | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived intangible assets, Gross | 1,802,169 | 1,755,323 | |
Finite-lived intangible assets, Accumulated Amortization | (370,220) | (342,385) | |
Total finite-lived intangible assets | 1,431,949 | 1,412,938 | |
Computer software | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived intangible assets, Gross | 330,318 | 285,701 | |
Finite-lived intangible assets, Accumulated Amortization | (152,114) | (135,919) | |
Total finite-lived intangible assets | 178,204 | 149,782 | |
Trade names | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived intangible assets, Gross | 6,770 | 1,570 | |
Finite-lived intangible assets, Accumulated Amortization | 0 | 0 | |
Total finite-lived intangible assets | 6,770 | $ 1,570 | |
Backlog | |||
Goodwill And Intangible Assets [Line Items] | |||
Finite-lived intangible assets, Gross | 27,999 | ||
Finite-lived intangible assets, Accumulated Amortization | (584) | ||
Total finite-lived intangible assets | $ 27,415 |
Other Intangible Assets, net _4
Other Intangible Assets, net and Goodwill - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $ 1,328,045 |
Acquisitions | 499,067 |
Changes due to foreign currency fluctuations | (4,028) |
Goodwill, ending balance | $ 1,823,084 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Thousands | Apr. 01, 2020 | Feb. 28, 2018 | Mar. 31, 2017 | Mar. 31, 2020 | May 31, 2019 | Apr. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments | ||||||||
Gain (loss) on derivative, net | $ 979 | |||||||
Gain on derivative | $ 533 | $ 1,737 | ||||||
Derivative, fixed interest rate | 1.695% | 1.695% | 2.183% | |||||
Interest rate swap asset | ||||||||
Derivative Instruments | ||||||||
Interest payments | $ 50,000 | $ 300,000 | $ 100,000 | $ 50,000 | ||||
Noncurrent assets | Interest rate swap asset | ||||||||
Derivative Instruments | ||||||||
Fair value, gross asset | $ 2,778 | |||||||
Recurring | Interest rate swap asset | ||||||||
Derivative Instruments | ||||||||
Derivative liability | $ 8,372 | $ 8,372 | 2,778 | |||||
Level 2 | Recurring | Interest rate swap asset | ||||||||
Derivative Instruments | ||||||||
Derivative liability | $ 8,372 | $ 8,372 | $ 2,778 | |||||
LIBOR | ||||||||
Derivative Instruments | ||||||||
Basis spread on variable | 1.00% | 1.00% | 0.00% |
Derivative Instruments - Change
Derivative Instruments - Changes in AOCI (net of tax) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of the period | $ 1,360,412 | $ 1,050,607 |
Comprehensive income | (8,470) | (3,751) |
Balance at end of the period | 2,093,126 | 990,772 |
Derivative gains (losses) recognized in other comprehensive income (loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of the period | (2,778) | 3,644 |
Comprehensive income | (3,160) | (2,376) |
Balance at end of the period | (5,668) | 1,698 |
Derivative gains (losses) recognized in other comprehensive income (loss) | Amount reclassified out of other comprehensive income (loss) to net loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Comprehensive income | $ 270 | $ 430 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the earn-out, Level 3 (Details) - Recurring - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | $ 11,100 | $ 7,075 |
Payment of Earn-out liability | 8,000 | 0 |
Revaluations included in earnings | 380 | 0 |
Balance at the end of the period | $ 3,480 | $ 7,075 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities that were recognized at fair value on a recurring basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Liabilities | ||
Total | $ 71,936 | $ 13,878 |
Earn-out | ||
Liabilities | ||
Earn-out liability | 3,480 | 11,100 |
Level 2 | ||
Liabilities | ||
Total | 68,456 | |
Level 3 | ||
Liabilities | ||
Total | 3,480 | 11,100 |
Level 3 | Earn-out | ||
Liabilities | ||
Earn-out liability | 3,480 | 11,100 |
Interest rate swap asset | ||
Liabilities | ||
Interest rate swap liability | 8,372 | 2,778 |
Interest rate swap asset | Level 2 | ||
Liabilities | ||
Interest rate swap liability | $ 8,372 | $ 2,778 |
Pension and Other Post-Retire_3
Pension and Other Post-Retirement Benefits - Benefit costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Service costs | $ 226 | $ 221 |
Interest cost | 79 | 78 |
Expected return on plan assets | (40) | (40) |
Amortization of actuarial gains | (19) | (18) |
Net periodic benefit cost | $ 246 | $ 241 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt, net of current portion and deferred financing charges | $ 1,915,452 | $ 1,628,611 |
Total debt outstanding | 1,956,850 | 1,665,000 |
Deferred financing charges | (26,670) | (25,205) |
Term loan facility, discount | (2,128) | (2,184) |
Short-term debt, including current portion of long-term debt | $ (12,600) | $ (9,000) |
Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.50% | 4.50% |
Total debt outstanding | $ 700,000 | $ 700,000 |
Term loan facility | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.36% | 5.049% |
Total debt outstanding | $ 1,256,850 | $ 900,000 |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Interest Rate | 0.00% | 5.049% |
Total debt outstanding | $ 0 | $ 65,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 1,956,850,000 | $ 1,665,000,000 | |
Term Loan - DRG Acquisition | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | 360,000,000 | ||
Bridge Facility - DRG Acquisition | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 950,000 | ||
Senior Unsecured Note | |||
Debt Instrument [Line Items] | |||
Collateralized amount | 9,646,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Repayments of lines of credit | $ 65,000,000 | ||
Commitment fee | 0.50% | ||
Collateralized amount | $ 4,929,000 | ||
Letter of credit | |||
Debt Instrument [Line Items] | |||
Collateralized amount | 36,000 | ||
Level 2 | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 1,872,292,000 | $ 1,692,750,000 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenues and Cost to Obtain a Contract (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of revenues | ||
Total revenues, gross | $ 242,474 | $ 234,189 |
Deferred revenues adjustment | (1,882) | (164) |
Revenues | 240,592 | 234,025 |
Subscription revenues | ||
Disaggregation of revenues | ||
Total revenues, gross | 193,235 | 192,492 |
Transaction revenues | ||
Disaggregation of revenues | ||
Total revenues, gross | $ 49,239 | $ 41,697 |
Revenue - Contract Balances and
Revenue - Contract Balances and Transaction Price Allocated to the Remaining Performance Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounts Receivable | ||
Accounts Receivables - Opening | $ 333,858 | $ 331,295 |
Accounts Receivables - Closing | 343,177 | 343,113 |
(Increase)/decrease | (9,319) | (11,818) |
Current portion of deferred revenues | ||
Current portion of deferred revenues - Opening | 407,325 | 391,102 |
Current portion of deferred revenues - Closing | 472,101 | 461,928 |
(Increase)/decrease | (64,776) | (70,826) |
Non-current portion of deferred revenues | ||
Non-current portion of deferred revenues - Opening | 19,723 | 17,112 |
Non-current portion of deferred revenues - Closing | 18,774 | 17,987 |
(Increase)/decrease | 949 | $ (875) |
Revenue recognized | $ 105,150 |
Revenue - Transaction Price All
Revenue - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 62,328 |
Remaining performance obligation, percentage | 35.00% |
Expected to be recognized within the following year | 21.00% |
Expected to be recognized in 3 to 10 years | 14.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Percentage of remaining performance obligation | 65.00% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Mar. 23, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Capital stock issued (in shares) | 364,938,052 | 306,874,115 | |
Capital stock, par value (in dollar per share) | $ / shares | $ 0 | $ 0 | |
Conversion ratio | 132.13667 | ||
Shares issuable (in shares) | 2,895,638 | ||
Warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Capital stock issued (in shares) | 4,747,432 | ||
Number of shares called per warrant | 24,132,666 | ||
Warrant exercise price (usd per share) | $ / shares | $ 11.50 | ||
Redemption price per share (usd per share) | $ / shares | $ 0.01 | $ 0.01 | |
Conversion ratio | 0.4626 | ||
Warrants redeemed (in shares) | 4,649 |
Employment and Compensation A_3
Employment and Compensation Arrangements (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 4,909,000 | |
Vesting period | 5 years | |
Incentive Award Plan 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized grants (in shares) | 60,000,000 | |
Stock options not granted (in shares) | 37,302,599 | |
Recognition period of unrecognized compensation cost | 2 years 1 month 6 days | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual term | 1 year | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual term | 10 years | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercises in period (in shares) | 3,715,455 | |
Tax benefit from the exercised options | $ 1,372 | |
Restricted Stock Units (RSUs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years |
Employment and Compensation A_4
Employment and Compensation Arrangements - Share-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Share-based compensation expense | $ 17,469 | $ 3,176 |
Tax benefit recognized | $ (2) | $ 78 |
Employment and Compensation A_5
Employment and Compensation Arrangements - Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||
Outstanding at beginning of year (in shares) | 20,880,225 | |
Forfeited (in shares) | (334,295) | |
Exercised (in shares) | (3,715,455) | |
Outstanding at end of year (in shares) | 16,830,475 | 20,880,225 |
Vested and exercisable (in shares) | 11,605,933 | |
Weighted Average Exercise Price per Share | ||
Outstanding at beginning of year (usd per share) | $ 12.18 | |
Forfeited (usd per share) | 13.95 | |
Exercised (usd per share) | 9.53 | |
Outstanding at end of year (usd per share) | 12.73 | $ 12.18 |
Vested and exercisable (usd per share) | $ 12.79 | |
Weighted Average Remaining Contractual Life | ||
Outstanding at beginning of year | 6 years 10 months 24 days | 7 years 3 months 18 days |
Outstanding at end of year | 6 years 10 months 24 days | 7 years 3 months 18 days |
Vested and exercisable | 6 years 6 months | |
Aggregate Intrinsic Value | ||
Outstanding at beginning of year | $ 105,119 | |
Outstanding at end of year | 137,329 | $ 105,119 |
Vested and exercisable | $ 92,785 |
Employment and Compensation A_6
Employment and Compensation Arrangements - Restricted Stock Units (RSUs) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Weighted Average Grant Date Fair Value per Share | |
Fair value of RSUs vested | $ | $ 2,863 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | shares | 293,182 |
Vested (in shares) | shares | (169,842) |
Ending balance (in shares) | shares | 123,340 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in USD per share) | $ / shares | $ 16.75 |
Vested (in USD per share) | $ / shares | 16.86 |
Ending balance (in USD per share) | $ / shares | $ 16.60 |
Employment and Compensation A_7
Employment and Compensation Arrangements - 2019 Transaction Related Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 14, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 17,469 | $ 3,176 | |
Transaction Related Awards 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuable shares (in shares) | 7,000,000 | ||
Share price (usd per share) | $ 20 | ||
Weighted-average risk-free interest rate | 1.33% | ||
Expected volatility rate | 20.00% | ||
Weighted-average expected dividend yield | 0.00% | ||
Share-based compensation expense | $ 13,720 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ (14,753) | $ (240) |
Income (loss) before taxes | $ (59,248) | $ (59,020) |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020shares | Mar. 31, 2019shares | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Antidilutive shares (in shares) | 38,149,453 | 24,323,190 | |
Conversion ratio | 132.13667 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Basic/Diluted EPS | ||
Loss available to common stockholders | $ (74,001) | $ (59,260) |
Basic and diluted weighted-average number of common shares outstanding (in shares) | 343,129,833 | 217,526,426 |
Basic and diluted (usd per share) | $ (0.22) | $ (0.27) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Feb. 28, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies | |||
Shares issuable (in shares) | 2,895,638 | ||
Publons | |||
Commitments and Contingencies | |||
Additional payments to acquire business | $ 9,500 | ||
Total purchase price | 0 | $ 2,371 | |
Kopernio | |||
Commitments and Contingencies | |||
Additional payments to acquire business | 3,500 | ||
TrademarkVision | |||
Commitments and Contingencies | |||
Total purchase price | 8,000 | ||
Estimated fair value of contingent consideration | $ 0 | 8,000 | |
DRG Acquisition | |||
Commitments and Contingencies | |||
Shares issuable (in shares) | 2,895,638 | ||
Decision Resources Group | |||
Commitments and Contingencies | |||
Additional payments to acquire business | $ 58,897 | $ 60,084 | |
Total purchase price | $ 964,997 | ||
Estimated fair value of contingent consideration | 1,187 | ||
Accrued expenses and other current liabilities | Publons | |||
Commitments and Contingencies | |||
Estimated fair value of contingent consideration | 3,480 | $ 3,100 | |
Accrued expenses and other current liabilities | DRG Acquisition | |||
Commitments and Contingencies | |||
Estimated fair value of contingent consideration | $ 60,084 |
Related Party and Former Pare_2
Related Party and Former Parent Transactions - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related Party and Former Parent Transactions | ||||
Consulting fee in operating expenses | $ 0 | $ 231,000 | ||
Onex Partners Advisor LP | ||||
Related Party and Former Parent Transactions | ||||
Consulting fee in operating expenses | $ 0 | 215,000 | ||
Interest per annum | 0.10% | |||
Outstanding liability | $ 20,000 | 3,000 | ||
Management fee | $ 5,400,000 | |||
Baring | ||||
Related Party and Former Parent Transactions | ||||
Consulting fee in operating expenses | 0 | 167,000 | ||
Outstanding liability | 0 | $ 0 | ||
Management fee | $ 2,100,000 | |||
Controlled Affiliate Of Baring | ||||
Related Party and Former Parent Transactions | ||||
Outstanding liability | 173,000 | 160,000 | ||
Payments to related party for supplies | 18,000 | 240,000 | ||
Chief Executive Officer [Member] | ||||
Related Party and Former Parent Transactions | ||||
Outstanding liability | 0 | $ 10,000 | ||
Payments to related party for supplies | 0 | |||
Member of key management | ||||
Related Party and Former Parent Transactions | ||||
Amounts of transaction | $ 0 | $ 78,000 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 9,506 | |
Expenses recorded | 7,754 | $ 0 |
Payments made | (6,647) | |
Ending balance | 10,613 | |
Severance costs | 6,574 | |
Business exit costs | 508 | |
Restructuring legal fees | $ 666 |
Uncategorized Items - ns202003c
Label | Element | Value |
Restricted Cash | us-gaap_RestrictedCash | $ 9,000 |
Restricted Cash | us-gaap_RestrictedCash | 9,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (9,319,000) |