Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Jan. 29, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-38911 | ||
Entity Registrant Name | CLARIVATE PLC | ||
Entity Incorporation, State or Country Code | Y9 | ||
Entity Address, Address Line One | 70 St. Mary Axe | ||
Entity Address, City or Town | London | ||
Entity Address, Postal Zip Code | EC3A 8BE | ||
Entity Address, Country | GB | ||
Country Region | 44 | ||
City Area Code | 207 | ||
Local Phone Number | 4334000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6 | ||
Entity Common Stock, Shares Outstanding | 607,980,173 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Tax Identification Number | 00-0000000 | ||
Amendment Flag | true | ||
Entity Central Index Key | 0001764046 | ||
Current Fiscal Year End Date | --12-31 | ||
Documents Incorporated by Reference | Portions of Registrant's Definitive Proxy Statement for the 2021 Annual Shareholders Meeting are incorporated by reference into Part III of this Form 10-K/A. | ||
Amendment Description | On December 22, 2021, the Company concluded, with concurrence from the Audit Committee, that the consolidated financial statements previously issued as of and for the year ended December 31, 2020 and the quarterly period ended December 31, 2020 should no longer be relied upon because of errors in such financial statements, as addressed in FASB ASC Topic 250. In addition, it was concluded that the financial statements for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 should also no longer be relied upon. Accordingly, the Company is filing with the SEC amendments to its previously issued Form 10-Q filings for the quarterly periods ended March 31, 2021, June 30, 2021, and September 30, 2021.The errors corrected in Amendment No. 2 and such amended Form 10-Q filings relate to the treatment under GAAP of an equity plan included in the CPA Global business combination (the "CPA Global Equity Plan") which was consummated on October 1, 2020 (the "CPA Global Transaction”). In the affected financial statements, certain awards made by CPA Global under such equity plan and a related trust were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. The Company concluded that the majority of the expenses associated with such equity plan should have been recognized as share-based compensation charges ranging primarily from the vesting period of October 1, 2020 to October 1, 2021, with only a portion of the liability recorded as part of acquisition accounting. In addition, ordinary shares that were transferred to an Employee Benefit Trust established for the CPA Global Equity Plan should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. The shares distributed to the trust are being disregarded and accordingly are not treated as outstanding for EPS purposes. | ||
Document Information [Line Items] | |||
Amendment Description | On December 22, 2021, the Company concluded, with concurrence from the Audit Committee, that the consolidated financial statements previously issued as of and for the year ended December 31, 2020 and the quarterly period ended December 31, 2020 should no longer be relied upon because of errors in such financial statements, as addressed in FASB ASC Topic 250. In addition, it was concluded that the financial statements for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 should also no longer be relied upon. Accordingly, the Company is filing with the SEC amendments to its previously issued Form 10-Q filings for the quarterly periods ended March 31, 2021, June 30, 2021, and September 30, 2021.The errors corrected in Amendment No. 2 and such amended Form 10-Q filings relate to the treatment under GAAP of an equity plan included in the CPA Global business combination (the "CPA Global Equity Plan") which was consummated on October 1, 2020 (the "CPA Global Transaction”). In the affected financial statements, certain awards made by CPA Global under such equity plan and a related trust were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. The Company concluded that the majority of the expenses associated with such equity plan should have been recognized as share-based compensation charges ranging primarily from the vesting period of October 1, 2020 to October 1, 2021, with only a portion of the liability recorded as part of acquisition accounting. In addition, ordinary shares that were transferred to an Employee Benefit Trust established for the CPA Global Equity Plan should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. The shares distributed to the trust are being disregarded and accordingly are not treated as outstanding for EPS purposes. | ||
Ordinary Shares | |||
Cover [Abstract] | |||
Title of 12(b) Security | Ordinary Shares, no par value | ||
Trading Symbol | CLVT | ||
Security Exchange Name | NYSE | ||
Document Information [Line Items] | |||
Title of 12(b) Security | Ordinary Shares, no par value | ||
Trading Symbol | CLVT | ||
Security Exchange Name | NYSE | ||
Series A Preferred Stock | |||
Cover [Abstract] | |||
Title of 12(b) Security | 5.25% Series A Mandatory Convertible Preferred Shares, no par value | ||
Trading Symbol | CLVT PR A | ||
Security Exchange Name | NYSE | ||
Document Information [Line Items] | |||
Title of 12(b) Security | 5.25% Series A Mandatory Convertible Preferred Shares, no par value | ||
Trading Symbol | CLVT PR A | ||
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 257,730 | $ 76,130 |
Restricted cash | 14,678 | 9 |
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | 737,733 | 333,858 |
Prepaid expenses | 58,273 | 40,710 |
Other current assets | 79,150 | 11,750 |
Assets held for sale | 0 | 30,619 |
Total current assets | 1,147,564 | 493,076 |
Property and equipment, net | 36,267 | 18,042 |
Other intangible assets, net | 7,370,350 | 1,828,640 |
Goodwill | 6,042,964 | 1,328,045 |
Other non-current assets | 31,334 | 18,632 |
Deferred income taxes | 29,863 | 19,488 |
Operating lease right-of-use assets | 132,356 | 85,448 |
Total Assets | 14,790,698 | 3,791,371 |
Current liabilities: | ||
Accounts payable | 82,038 | 26,458 |
Accrued expenses and other current liabilities | 569,682 | 159,217 |
Current portion of deferred revenues | 707,318 | 407,325 |
Current portion of operating lease liability | 35,455 | 22,130 |
Current portion of long-term debt | 28,600 | 9,000 |
Liabilities held for sale | 0 | 26,868 |
Total current liabilities | 1,423,093 | 650,998 |
Long-term debt | 3,457,900 | 1,628,611 |
Warrants and Rights Outstanding | 312,751 | 111,813 |
Non-current portion of deferred revenues | 41,399 | 19,723 |
Other non-current liabilities | 49,445 | 18,891 |
Deferred income taxes | 366,996 | 48,547 |
Operating lease liabilities | 104,324 | 64,189 |
Liabilities | 5,755,908 | 2,542,772 |
Commitments and contingencies | ||
Capital stock, issued (in shares) | 606,329,598 | 306,874,115 |
Capital stock, par value (in dollars per share) | $ 0 | $ 0 |
Shareholders’ equity: | ||
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | $ 9,989,284 | $ 2,144,372 |
Accumulated other comprehensive income (loss) | 492,382 | (4,879) |
Accumulated deficit | (1,250,838) | (890,894) |
Total shareholders’ equity | 9,034,790 | 1,248,599 |
Total Liabilities and Shareholders’ Equity | $ 14,790,698 | $ 3,791,371 |
Capital stock, outstanding (in shares) | 606,329,598 | 306,874,115 |
Treasury Stock, Common, Value | $ 196,038 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||||||||
Balance at beginning of year | $ 8,745 | $ 9,744 | $ 11,074 | $ 15,072 | $ 16,511 | $ 16,392 | $ 17,192 | $ 14,076 | $ 8,495 |
Capital stock, par value (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Capital stock, issued (in shares) | 606,329,598 | 306,874,115 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||||||||||||||
Revenues, net | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 255,013 | $ 242,998 | $ 242,309 | $ 234,025 | $ 514,092 | $ 476,334 | $ 798,452 | $ 719,332 | $ 1,254,047 | $ 974,345 | $ 968,468 |
Operating expenses: | |||||||||||||||
Cost of revenues | (93,554) | (92,379) | (82,682) | (89,158) | (88,287) | (175,060) | (177,508) | (268,614) | (266,666) | (438,787) | (352,000) | (430,326) | |||
Selling, general and administrative costs | (131,526) | (103,665) | (133,055) | (115,515) | (154,147) | (236,721) | (261,096) | (368,247) | (376,611) | (544,700) | (475,014) | (413,004) | |||
Depreciation | (2,918) | (2,904) | (2,329) | (2,281) | (2,131) | (5,233) | (4,182) | (8,151) | (6,463) | (12,709) | (9,181) | (9,422) | |||
Amortization | (65,696) | (53,241) | (49,112) | (41,656) | (40,932) | (102,353) | (97,038) | (168,049) | (138,694) | (290,441) | (191,361) | (227,803) | |||
Impairment on assets held for sale | 0 | (18,431) | 0 | ||||||||||||
Restructuring and impairment | 3,192 | 15,846 | 7,754 | 23,600 | 26,792 | 56,138 | 15,670 | 0 | |||||||
Transaction Expenses | 0 | ||||||||||||||
Transition Integration And Other Expenses | 0 | ||||||||||||||
Mark to market adjustment on financial instruments | (144,753) | (23,790) | (55,632) | (21,836) | (26,187) | (79,422) | (26,187) | (224,175) | (48,022) | (205,062) | (47,656) | 0 | |||
Legal settlement | 39,399 | 0 | 0 | 39,399 | 0 | 39,399 | 0 | ||||||||
Income (Loss) from Continuing Operations before Interest Expense, Interest Income, Income Taxes, Noncontrolling Interests, Net | (241,409) | (90,743) | (105,708) | ||||||||||||
Other operating income, net | (138) | 8,781 | 6,032 | 2,057 | 6,607 | 14,813 | 990 | 14,675 | 3,047 | 52,381 | 4,826 | 6,379 | |||
Total operating expenses | (297,024) | (259,254) | (268,900) | (246,553) | (278,890) | (528,154) | (538,834) | (825,178) | (785,387) | (1,290,394) | (1,056,831) | (1,074,176) | |||
Income (loss) from operations | (9,621) | (12,664) | 14,246 | (28,308) | (16,431) | (3,555) | (36,581) | (25,920) | (14,062) | (62,500) | (26,726) | (66,055) | (36,347) | (82,486) | (105,708) |
Interest expense and amortization of debt discount, net | (20,244) | (21,122) | (30,940) | (23,369) | (37,468) | (52,062) | (70,569) | (72,306) | (93,938) | (111,914) | (157,689) | (130,805) | |||
Loss before income tax | (177,661) | (30,666) | (114,880) | (9,361) | (100,236) | (145,546) | (159,256) | (323,207) | (168,616) | (353,323) | (248,432) | (236,513) | |||
Benefit (provision) for income taxes | (4,325) | 5,385 | (14,753) | (1,644) | (3,712) | (9,368) | (3,952) | (13,693) | (5,596) | 2,698 | (10,201) | (5,649) | |||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | $ (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) |
Per share: | |||||||||||||||
Basic and diluted (usd per share) | $ (0.02) | $ (0.47) | $ (0.07) | $ (0.38) | $ (0.39) | $ (0.43) | $ (0.68) | $ (0.91) | $ (0.66) | $ (0.82) | $ (0.94) | $ (1.11) | |||
Weighted-average shares outstanding: | |||||||||||||||
Basic and diluted (in shares) | 387,845,438 | 375,877,260 | 343,129,833 | 264,762,720 | 359,503,556 | 241,275,061 | 369,019,802 | 262,894,388 | 427,023,558 | 273,883,342 | 217,472,870 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||||||||||||||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | $ (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) |
Other comprehensive income, net of tax: | |||||||||||||||
Interest rate swaps, net of $0 tax in all periods | 1,092 | (254) | (2,890) | (1,061) | (3,845) | (3,144) | (5,791) | (2,052) | (6,852) | (978) | (6,422) | 2,537 | |||
Defined benefit pension plans, net of tax (benefit) provision of $(65), $683 and $(91), respectively | (15) | 25 | (67) | 19 | 11 | (42) | 30 | (57) | 49 | (659) | (1,041) | (17) | |||
Foreign currency translation adjustment | 9,359 | (2,051) | (5,513) | (3,682) | (8) | (7,564) | (1,832) | 1,795 | (5,514) | 498,898 | (2,774) | (11,146) | |||
Total other comprehensive income (loss), net of tax | $ 497,575 | 10,436 | (2,280) | (8,470) | $ 2,080 | (4,724) | (3,842) | $ (3,751) | (10,750) | (7,593) | (314) | (12,317) | 497,261 | (10,237) | (8,626) |
Comprehensive income (loss) | $ (171,550) | $ (27,561) | $ (138,103) | $ (15,729) | $ (107,790) | $ (165,664) | $ (170,801) | $ (337,214) | $ (186,529) | $ 146,636 | $ (268,870) | $ (250,788) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Interest rate swaps, tax | $ 0 | $ 0 | $ 0 |
Defined benefit pension plans, tax (benefit) provision | $ (65) | $ 683 | $ (91) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Ordinary Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock | Previously Reported | Previously ReportedOrdinary Shares | Previously ReportedAccumulated Other Comprehensive Income (Loss) | Previously ReportedAccumulated Deficit | Revision of Prior Period, Accounting Standards Update, Adjustment | Revision of Prior Period, Accounting Standards Update, AdjustmentAccumulated Deficit |
Balance at beginning of the period (in shares) at Dec. 31, 2017 | 217,327,823 | 1,644,720 | |||||||||
Balance at beginning of the period at Dec. 31, 2017 | $ 1,286,106 | $ 1,662,221 | $ 13,984 | $ (390,099) | $ 1,286,106 | $ 1,662,221 | $ 13,984 | $ (390,099) | |||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Conversion of units of share capital (in shares) | 215,880,202 | ||||||||||
Issuance of common stock, net (in shares) | 198,602 | ||||||||||
Issuance of ordinary shares, net | 1,574 | $ 1,574 | |||||||||
Share-based award activity | 13,715 | $ 13,715 | |||||||||
Balance at end of the period (in shares) at Dec. 31, 2018 | 217,526,425 | 1,646,223 | |||||||||
Balance at end 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 | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (8,626) | (8,626) | 0 | ||||||||
Net loss | (242,162) | (242,162) | |||||||||
Net loss | (242,162) | (242,162) | |||||||||
Issuance of common stock, net (in shares) | 2 | ||||||||||
Share-based award activity | 3,176 | $ 3,176 | |||||||||
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) | |||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (3,751) | (3,751) | |||||||||
Net loss | (59,260) | (59,260) | |||||||||
Net loss | (59,260) | (59,260) | |||||||||
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) | |||
Balance at end of the period (in shares) at Jun. 30, 2019 | 305,268,497 | ||||||||||
Balance at end of the period at Jun. 30, 2019 | 1,266,949 | $ 2,064,652 | (2,235) | (795,469) | 1,357,292 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (7,593) | ||||||||||
Net loss | (163,208) | (137,021) | |||||||||
Net loss | (163,208) | (137,021) | |||||||||
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) | |||
Balance at end of the period (in shares) at Sep. 30, 2019 | 306,050,763 | ||||||||||
Balance at end of the period at Sep. 30, 2019 | 1,260,928 | $ 2,074,360 | (6,959) | (806,473) | 1,373,107 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (12,317) | ||||||||||
Net loss | (174,212) | (126,190) | |||||||||
Net loss | (174,212) | (126,190) | |||||||||
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 | |||||||||||
Issuance of common stock, net (in shares) | 1,597,691 | ||||||||||
Issuance of ordinary shares, net | 1,582 | $ 1,582 | |||||||||
Merger recapitalization (in shares) | 87,749,999 | ||||||||||
Stock Issued During Period, Value, Merger Recapitalization | 678,054 | $ 678,054 | |||||||||
Share-based award activity | 51,383 | $ 51,383 | |||||||||
Balance at end of the period (in shares) at Dec. 31, 2019 | 306,874,115 | ||||||||||
Balance at end of the period at Dec. 31, 2019 | 1,248,599 | $ 2,144,372 | (4,879) | (890,894) | 1,360,412 | $ (9,319) | $ (9,319) | ||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (10,237) | (10,237) | 0 | (10,237) | |||||||
Shares Issued During Period Value Tax Receivable Agreement | (264,000) | (264,000) | |||||||||
Shares Issued During Period Value Settlement Of Tax Receivable Agreement - Settlement | 64,000 | 64,000 | |||||||||
Net loss | $ (258,633) | (258,633) | (210,977) | ||||||||
Stock Issued During Period, Shares, Private Warrants Exercised | 0 | ||||||||||
Shares subject to Redemption | $ (64,157) | $ (64,157) | |||||||||
Net loss | (258,633) | (258,633) | (210,977) | ||||||||
Balance at beginning of the period (in shares) at Mar. 31, 2019 | 217,526,427 | ||||||||||
Balance at beginning of the period at Mar. 31, 2019 | 990,772 | $ 1,680,686 | 1,607 | (691,521) | |||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Issuance of common stock, net (in shares) | 7,929 | ||||||||||
Issuance of ordinary shares, net | $ 137 | ||||||||||
Share-based award activity | 33,932 | $ 33,932 | |||||||||
Balance at end of the period (in shares) at Jun. 30, 2019 | 305,268,497 | ||||||||||
Balance at end of the period at Jun. 30, 2019 | 1,266,949 | $ 2,064,652 | (2,235) | (795,469) | 1,357,292 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (3,842) | (3,842) | |||||||||
Shares Issued During Period Value Tax Receivable Agreement | 264,000 | ||||||||||
Net loss | (103,948) | (103,948) | (77,761) | ||||||||
Shares subject to Redemption | (64,157) | (64,157) | |||||||||
Net loss | (103,948) | (103,948) | (77,761) | ||||||||
Share-based award activity | 9,567 | $ 9,567 | |||||||||
Balance at end of the period (in shares) at Sep. 30, 2019 | 306,050,763 | ||||||||||
Balance at end of the period at Sep. 30, 2019 | 1,260,928 | $ 2,074,360 | (6,959) | (806,473) | 1,373,107 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (4,724) | (4,724) | 0 | ||||||||
Net loss | (11,005) | (11,005) | 10,831 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,254,662 | ||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 141 | $ 141 | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (472,396) | ||||||||||
Net loss | (11,005) | (11,005) | 10,831 | ||||||||
Issuance of common stock, net (in shares) | (823,352) | ||||||||||
Issuance of ordinary shares, net | $ 1,304 | ||||||||||
Share-based award activity | 4,708 | $ 4,708 | |||||||||
Balance at end of the period (in shares) at Dec. 31, 2019 | 306,874,115 | ||||||||||
Balance at end of the period at Dec. 31, 2019 | 1,248,599 | $ 2,144,372 | (4,879) | (890,894) | 1,360,412 | (9,319) | (9,319) | ||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | 2,080 | 2,080 | 0 | ||||||||
Net loss | (84,421) | (84,421) | |||||||||
Net loss | (84,421) | (84,421) | |||||||||
Issuance of common stock, net (in shares) | 27,600,000 | ||||||||||
Issuance of ordinary shares, net | 539,714 | $ 539,714 | |||||||||
Share-based award activity | 16,384 | $ 16,384 | |||||||||
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 | 1,925,681 | $ 2,968,876 | (13,349) | (1,029,846) | 2,093,126 | (9,319) | (9,319) | ||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (8,470) | (8,470) | 0 | ||||||||
Net loss | (129,633) | (129,633) | (74,001) | ||||||||
Stock Issued During Period, Shares, Warrants Exercised | 28,880,098 | ||||||||||
Stock Issued During Period, Value, Warrants Exercised | 277,526 | $ 277,526 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,715,455 | ||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 1,182 | $ 1,182 | |||||||||
Vesting of Restricted Stock Units | 169,842 | ||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (2,301,458) | ||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (10,302) | $ (10,302) | |||||||||
Net loss | (129,633) | (129,633) | (74,001) | ||||||||
Stock Issued During Period, Shares, Warrants Exercised | 28,880,098 | ||||||||||
Stock Issued During Period, Value, Warrants Exercised | 277,526 | $ 277,526 | |||||||||
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 | 1,248,599 | $ 2,144,372 | (4,879) | (890,894) | 1,360,412 | (9,319) | (9,319) | ||||
Balance at end of the period (in shares) at Jun. 30, 2020 | 387,335,119 | ||||||||||
Balance at end of the period at Jun. 30, 2020 | 2,191,354 | $ 3,262,110 | (15,629) | (1,055,127) | 2,382,589 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (10,750) | ||||||||||
Net loss | (154,914) | (75,492) | |||||||||
Net loss | (154,914) | (75,492) | |||||||||
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 | 1,248,599 | $ 2,144,372 | (4,879) | (890,894) | 1,360,412 | (9,319) | (9,319) | ||||
Balance at end of the period (in shares) at Sep. 30, 2020 | 389,220,967 | ||||||||||
Balance at end of the period at Sep. 30, 2020 | 2,022,313 | $ 3,264,619 | (5,193) | (1,237,113) | 2,358,301 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (314) | ||||||||||
Net loss | (336,900) | (112,725) | |||||||||
Net loss | (336,900) | (112,725) | |||||||||
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 | 1,248,599 | $ 2,144,372 | (4,879) | (890,894) | 1,360,412 | (9,319) | (9,319) | ||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Issuance of common stock, net (in shares) | 265,266,278 | ||||||||||
Issuance of ordinary shares, net | 7,558,774 | $ 7,558,774 | |||||||||
Share-based award activity | 35,422 | $ 35,422 | |||||||||
Treasury Stock, Shares, Acquired | 6,325,860 | ||||||||||
Balance at end of the period (in shares) at Dec. 31, 2020 | 606,329,598 | ||||||||||
Balance at end of the period at Dec. 31, 2020 | 9,034,790 | $ 9,989,284 | 492,382 | (1,250,838) | 9,593,971 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | 497,261 | 497,261 | 0 | 508,400 | |||||||
Shares Issued During Period Value Tax Receivable Agreement | 264,600 | ||||||||||
Net loss | (350,625) | (350,625) | (106,310) | ||||||||
Stock Issued During Period, Shares, Warrants Exercised | 28,880,098 | ||||||||||
Stock Issued During Period, Value, Warrants Exercised | 277,526 | $ 277,526 | |||||||||
Stock Issued During Period, Value, Private Warrants Exercised | $ 4,124 | ||||||||||
Stock Issued During Period, Shares, Private Warrants Exercised | 274,000 | 274,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 12,042,862 | ||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 2,122 | $ 2,122 | |||||||||
Vesting of Restricted Stock Units | 289,641 | ||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (7,297,396) | ||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (33,056) | $ (33,056) | |||||||||
Treasury Stock, Value, Acquired, Cost Method | (196,038) | $ (196,038) | |||||||||
Net loss | (350,625) | (350,625) | (106,310) | ||||||||
Stock Issued During Period, Shares, Warrants Exercised | 28,880,098 | ||||||||||
Stock Issued During Period, Value, Warrants Exercised | 277,526 | $ 277,526 | |||||||||
Balance at beginning of the period (in shares) at Mar. 31, 2020 | 364,938,052 | ||||||||||
Balance at beginning of the period at Mar. 31, 2020 | 1,925,681 | $ 2,968,876 | (13,349) | (1,029,846) | 2,093,126 | $ (9,319) | $ (9,319) | ||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Issuance of common stock, net (in shares) | 20,982,500 | ||||||||||
Issuance of ordinary shares, net | 304,030 | $ 304,030 | |||||||||
Share-based award activity | 4,322 | $ 4,322 | |||||||||
Balance at end of the period (in shares) at Jun. 30, 2020 | 387,335,119 | ||||||||||
Balance at end of the period at Jun. 30, 2020 | 2,191,354 | $ 3,262,110 | (15,629) | (1,055,127) | 2,382,589 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (2,280) | (2,280) | 0 | ||||||||
Net loss | (25,281) | (25,281) | (1,491) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,723,332 | ||||||||||
Vesting of Restricted Stock Units | 2,528 | ||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (2,311,293) | ||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (15,118) | $ (15,118) | |||||||||
Net loss | (25,281) | (25,281) | (1,491) | ||||||||
Issuance of common stock, net (in shares) | 0 | ||||||||||
Share-based award activity | 5,520 | $ 5,520 | |||||||||
Balance at end of the period (in shares) at Sep. 30, 2020 | 389,220,967 | ||||||||||
Balance at end of the period at Sep. 30, 2020 | 2,022,313 | $ 3,264,619 | (5,193) | (1,237,113) | 2,358,301 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | 10,436 | 10,436 | |||||||||
Net loss | (181,986) | (181,986) | (37,233) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 4,068,307 | ||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 125 | $ 125 | |||||||||
Vesting of Restricted Stock Units | 2,459 | ||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (2,184,918) | ||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (3,136) | $ (3,136) | |||||||||
Net loss | (181,986) | (181,986) | (37,233) | ||||||||
Issuance of common stock, net (in shares) | 216,683,778 | ||||||||||
Issuance of ordinary shares, net | 6,715,030 | $ 6,715,030 | |||||||||
Share-based award activity | 9,196 | $ 9,196 | |||||||||
Balance at end of the period (in shares) at Dec. 31, 2020 | 606,329,598 | ||||||||||
Balance at end of the period at Dec. 31, 2020 | 9,034,790 | $ 9,989,284 | 492,382 | (1,250,838) | $ 9,593,971 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | 497,575 | $ 497,575 | |||||||||
Net loss | (13,725) | (13,725) | |||||||||
Stock Issued During Period, Value, Private Warrants Exercised | 4,124 | ||||||||||
Stock Issued During Period, Shares, Private Warrants Exercised | 274,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 535,768 | ||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 815 | $ 815 | |||||||||
Vesting of Restricted Stock Units | 114,812 | ||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (499,727) | ||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (4,500) | $ (4,500) | |||||||||
Net loss | (13,725) | $ (13,725) | |||||||||
Treasury Stock, Common, Value | $ 196,038 | $ (196,038) | |||||||||
Treasury Stock, Common, Shares | 6,325,860 | 6,325,860 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities | ||||||||
Net loss | $ (129,633) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 51,441 | 107,586 | 101,220 | 176,200 | 145,157 | 303,150 | 200,542 | 237,225 |
Bad debt expense | 0 | 787 | 2,478 | 1,830 | 1,869 | 3,332 | 1,331 | 6,507 |
Deferred income tax benefit | 4,214 | (6,641) | (4,603) | (7,420) | (8,222) | (45,509) | 357 | (14,103) |
Share-based compensation | 16,502 | 20,824 | 37,108 | 26,344 | 46,675 | 34,158 | 51,383 | 13,715 |
Restructuring and impairment | 0 | 4,771 | 4,880 | 5,212 | 0 | 0 | ||
Loss on extinguishment of debt | 0 | 50,676 | 0 | |||||
Gain on disposal of business | 0 | (395) | (1,052) | (29,192) | 0 | (39,104) | ||
Impairment on assets held for sale | 0 | 18,431 | 0 | |||||
Deferred finance charges | 1,008 | 2,072 | 13,144 | 3,140 | 14,678 | 5,752 | 2,496 | 9,182 |
Tax indemnity write-off | 0 | 0 | 33,819 | |||||
Other operating activities | (7,015) | (8,568) | (1,492) | (3,902) | (1,708) | 2,611 | (374) | (3,979) |
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 29,279 | 93,036 | 57,607 | 129,398 | 99,470 | 29,947 | (593) | (50,906) |
Prepaid expenses | (7,349) | (6,693) | (7,125) | (13,335) | (3,010) | 5,742 | (10,224) | (2,936) |
Other assets | 54,644 | 58,218 | 3,919 | 62,818 | 7,977 | 45,678 | (975) | 578 |
Accounts payable | 758 | (5,851) | (8,018) | (8,394) | (9,662) | (2,851) | (13,838) | (18,091) |
Accrued expenses and other current liabilities | (13,222) | (21,142) | (28,827) | (65,062) | 3,388 | (54,794) | 1,095 | 9,842 |
Deferred revenues | 40,726 | (6,073) | 19,404 | (93,926) | (51,100) | 80,683 | 33,480 | 33,539 |
Operating lease right of use assets | 5,919 | 4,698 | 6,297 | 5,826 | 9,438 | 5,329 | 11,365 | 0 |
Operating lease liabilities | (5,876) | (5,439) | (6,434) | (6,611) | (9,934) | (6,064) | (11,251) | 0 |
Other liabilities | (52,109) | (53,899) | (4,770) | 2,077 | (6,338) | 3,570 | (5,344) | 774 |
Net cash provided by operating activities | 46,106 | 107,562 | 42,887 | 128,022 | 112,488 | 263,500 | 117,580 | (26,100) |
Cash Flows From Investing Activities | ||||||||
Capital expenditures | (19,395) | (52,651) | (24,871) | (78,597) | (43,681) | (107,713) | (69,836) | (45,410) |
Acquisitions, net of cash acquired | (885,323) | (885,323) | (885,323) | (2,916,471) | (68,424) | (23,539) | ||
Acquisition of intangible assets | 0 | (5,982) | 0 | (5,982) | (2,625) | (5,982) | (2,625) | 0 |
Proceeds from sale of product line, net of restricted cash | 3,751 | 3,751 | 3,751 | 41,398 | 0 | 80,883 | ||
Net cash used in investing activities | (900,967) | (940,205) | (24,871) | (966,151) | (46,306) | (2,988,768) | (140,885) | 11,934 |
Cash Flows From Financing Activities | ||||||||
Proceeds from revolving credit facility | 5,000 | 5,000 | 60,000 | 70,000 | 45,000 | |||
Principal payments on term loan | (3,150) | (6,300) | (637,672) | (9,450) | (641,508) | (12,600) | (641,509) | (46,709) |
Repayments of revolving credit facility | (65,000) | (65,000) | (50,000) | (65,000) | (50,000) | (125,000) | (50,000) | (30,000) |
Payment of debt issuance costs | (5,014) | (5,267) | (5,267) | (38,340) | (41,923) | 0 | ||
Contingent purchase price payment | (4,115) | (4,115) | (4,115) | (7,816) | (2,371) | (2,470) | ||
Proceeds from reverse recapitalization | 682,087 | 682,087 | 0 | 682,087 | 0 | |||
Proceeds from issuance of debt | 360,000 | 360,000 | 360,000 | 1,960,000 | 1,600,000 | 0 | ||
Extinguishment of debt | 0 | (1,342,651) | 0 | |||||
Tax receivable agreement payout | 0 | (200,000) | 0 | |||||
Proceeds from issuance of ordinary shares | 540,597 | 843,766 | 137 | 843,752 | 278 | 843,744 | 0 | |
Proceeds from warrant exercises | 277,526 | 277,526 | 277,526 | 277,526 | 0 | 0 | ||
Proceeds from stock options exercised | 1,182 | 1,182 | 1,307 | 2,122 | 1,582 | 1,574 | ||
Payments related to tax withholding for stock-based compensation | (10,420) | (25,538) | (28,674) | (33,056) | 0 | 0 | ||
Net cash provided by (used in) financing activities | 1,091,606 | 1,376,254 | (448) | 1,370,079 | (4,143) | 2,926,580 | 75,215 | (32,605) |
Effects of exchange rates | (2,013) | (9,218) | (80) | (6,447) | 1,198 | (5,043) | (971) | (5,193) |
Net increase in cash and cash equivalents, and restricted cash | 234,732 | 534,393 | 17,488 | 525,503 | 63,237 | 196,269 | 50,939 | (51,964) |
Cash: | ||||||||
Cash and cash equivalents | 308,021 | 608,522 | 43,063 | 601,075 | 88,812 | 257,730 | 76,130 | 25,575 |
Restricted cash | 2,850 | 2,010 | 9 | 567 | 9 | 14,678 | 9 | 9 |
Less: Cash included in assets held for sale, end of period | 0 | (384) | 0 | |||||
Total cash and cash equivalents, and restricted cash | 310,871 | 610,532 | 43,072 | 601,642 | 88,821 | 272,408 | 76,139 | 25,584 |
Supplemental Cash Flow Information | ||||||||
Cash paid for interest | 11,405 | 42,187 | 57,551 | 61,796 | 69,711 | 97,510 | 101,164 | 121,916 |
Cash paid for income tax | 4,797 | 8,028 | 14,573 | 20,147 | 21,128 | 27,621 | 29,204 | 13,210 |
Capital expenditures included in accounts payable | 9,528 | 1,819 | 7,697 | 922 | 9,759 | 7,783 | 8,762 | 5,166 |
Assets received as reverse recapitalization capital | 1,877 | 1,877 | 0 | 1,877 | 0 | |||
Liabilities assumed as reduction of reverse recapitalization capital | 5,910 | 5,910 | 0 | 5,910 | 0 | |||
Transaction & Prior Period Expense | ||||||||
Gain (Loss) on Foreign Currency Forward Contracts | 0 | 0 | (2,903) | (2,903) | 0 | |||
Mark to Market Loss on Contingent Shares | 1,187 | 5,763 | 30,839 | 25,212 | 0 | |||
Mark to market adjustment on financial instruments | $ 55,632 | $ 79,422 | $ 26,187 | $ 224,175 | $ 48,022 | $ 205,062 | $ 47,656 | $ 0 |
Background and Nature of Operat
Background and Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Nature of Operations | Background and Nature of Operations Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company organized under the laws of Jersey, Channel Islands. We were initially registered on January 7, 2019, and at our 2020 annual general meeting, our shareholders approved a change of our corporate name from “Clarivate Analytics Plc” to “Clarivate Plc”. 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. Clarivate has two reportable segments: Science and Intellectual Property ("IP"). Our segment structure is organized to address customer needs by product group. Our Science segment consists of our Web of Science and Life Science Product Lines. This segment provides 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 IP segment consists of our Derwent, CompuMark, MarkMonitor and CPA Global Product Lines. This segment helps manage customers' end-to-end portfolios of intellectual property from patents to trademarks to corporate website domains. See Note 22 - Segment Information, for additional information on the Company's reportable segments. 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. All of the Company’s public warrants have subsequently been redeemed. See Note 16 - Shareholders’ Equity for further information regarding the redemption of the Company’s public warrants. 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") continued 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 Corporation and BPEA immediately after the closing of our merger with Churchill Capital Corp in 2019. In June 2020, the Company consummated a public offering of 50,400,000 of our ordinary shares at a share price of $22.50 per share. Of the 50,400,000 ordinary shares, 14,000,000 were ordinary shares offered by Clarivate and 36,400,000 were ordinary shares offered by selling shareholders. The Company received approximately $304,030 in net proceeds from the sale of its ordinary shares, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds, in conjunction with the new $1,600,000 incremental term loan facility available to Clarivate on October 1, 2020, and cash on the balance sheet to fund the repayment of CPA Global's parent company outstanding debt $2,055,822 of outstanding debt. The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. Immediately after the offering, Onex Corporation and Baring owned approximately 18.4% and 7.2%, respectively, of the Company's ordinary shares, down from an aggregate of 38.3% owned subsequent to the February 2020 offering. Additionally in connection with the acquisition of CPA Global, on October 1, 2020, the Company issued 210,357,918 shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P. representing approximately 35% ownership of Clarivate. In addition, 6,325,860 shares that were transferred from Leonard Green & Partners, L.P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038. 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 | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements for the years ended December 31, 2020, 2019 and 2018 were prepared in conformity with U.S. GAAP. The 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. The U.S. dollar is the Company's reporting currency. As such, the financial statements are reported on a U.S. dollar basis. Certain reclassifications of prior year's data have been made to conform to the current year's presentation. The Company had filed Amendment No. 1 of the Form 10-K/A on May 10, 2021 to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (“SEC”) on February 26, 2021 (the “Original Filing Date" and "Original Form 10-K”), to restate our Consolidated Financial Statements and related footnote disclosures as of and for the years ended December 31, 2020 and 2019, our Condensed Consolidated Financial Statements for the quarters ended September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019, and our quarterly results of operations for the quarters ended December 31, 2020 and 2019. The Company, is filing this Amendment No. 2 of the Form 10-K/A to amend our Annual Report on Form 10-K for the year ended December 31, 2020, refiled with the SEC on May 10, 2021 (the “Amendment No. 1 Filing Date" and "Form 10-K/A Amendment No. 1”), to restate our Consolidated Financial Statements and related footnote disclosures as of and for the years ended December 31, 2020 and our quarterly results of operations for the quarter ended December 31, 2020. See Note 28 - Restatement of Previously Issued Financial Statements. Amendment No. 1 On April 26, 2021, the Company concluded, with concurrence from the Audit Committee of our Board of Directors (the “Audit Committee”), that the consolidated financial statements previously issued as of and for the years ended December 31, 2020 and 2019, the quarterly periods ended September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019, and our quarterly results of operations for the quarters ended December 31, 2020 and 2019, should no longer be relied upon because of errors in such financial statements addressed in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 250, Accounting Changes and Error Corrections . The errors relate to the treatment under U.S. GAAP of certain Private Placement Warrants for the purchase of the Company’s ordinary shares, issued to the founders of Churchill Capital Corp, a special purpose acquisition company or “SPAC” with which the Company consummated a business combination transaction in May 2019, which Private Placement Warrants were initially issued by the SPAC. In the affected financial statements, the Private Placement Warrants are incorrectly classified as equity of the Company. As previously disclosed in the Current Report on Form 8-K filed with the SEC on April 29, 2021, on April 12, 2021, the staff of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations that are broadly applicable to warrants issued by SPACs, which are similar in nature to certain Private Placement Warrants originally issued by the SPAC the Company merged with in 2019. In light of consideration of the impacts of the accounting interpretation to previously issued financial statements, on April 26, 2021, the Company, with concurrence from the Audit Committee, after discussion with management, determined that the following financial statements previously filed with the SEC should no longer be relied upon (the "Restatement"): (1) the Consolidated Financial Statements included in the Original Form 10-K, (2) the Condensed Consolidated Financial Statements included in our Quarterly Reports on Form 10-Q ("Form 10-Q") for the three and six month periods ended June 30, 2020 and 2019, (3) the Condensed Consolidated Financial Statements included in our Form 10-Q for the three and nine month periods ended September 30, 2020 and 2019, and (4) the Condensed Consolidated Financial Statements in our Form 10-Q for the three month period ended March 31, 2020, (the “Affected Periods”). In addition, and separate from the SEC guidance issued on April 12, 2021, the Company has corrected the classification of $30,175 from the Selling, general and administrative cost line as a decrease on the Consolidated Statement of Operations to the Cost of revenues line as an increase for the three and twelve months ended December 31, 2020. The Company has also corrected the classification of certain current assets on the Consolidated Balance Sheet as of December 31, 2020 by decreasing accounts receivable of $13,713 and increasing other current assets by $13,713. Amendment No. 2 The Company is filing this Amendment No. 2 to our Annual Report on Form 10-K for the year ended December 31, 2020, to restate our Consolidated Financial Statements and related footnote disclosures as of and for the year ended December 31, 2020 and our quarterly results of operations for the quarter ended December 31, 2020. On December 22, 2021, the Company concluded that the financial statements previously issued as of and for the year ended December 31, 2020, and the quarterly periods ended March 31, 2021, June 30, 2021, and September 30, 2021, should no longer be relied upon because of an error in such financial statements, as addressed in FASB ASC Topic 250. The error corrected in Amendment No. 2 and such amended Form 10-Q filings relate to the treatment under U.S. GAAP of an equity plan included in the CPA Global business combination which was consummated on October 1, 2020 (the “CPA Global Transaction”). In the affected financial statements, certain awards made by CPA Global under such equity plan ("CPA Global Equity Plan") and related trust were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. The Company concluded that the expenses associated with such equity plan should have been recognized as share-based compensation charges over the vesting period from October 1, 2020 to October 1, 2021, with only a portion of the liability recorded as part of acquisition accounting. Additionally, ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. See Note 28 - Restatement of Previously Issued Financial Statements, for additional information related to the restatements, including descriptions of the misstatements and the impacts on our consolidated financial statements. In addition, and separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company has corrected for the understatement of deferred tax liabilities of $3,328 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet on October 1, 2020. The Company has also corrected for the understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet on February 28, 2020. During the fourth quarter of 2020, the Company realigned its reporting structure and changed the manner in which performance is assessed. The two operating segments created include the Science Group and the Intellectual Property Group. The segment reporting changes were retrospectively applied to all periods presented. Certain reclassifications of |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Business Combinations The Company determines whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the set is not a business. If it is not met, the Company then evaluates whether the set meets the requirement that a business include, at a minimum, an input and as substantive process that together significantly contribute to the ability to create outputs. Business combinations are accounted for using the acquisition method at the acquisition date, which is when control is obtained. The consideration transferred is generally measured at fair value, as are the identifiable assets acquired and liabilities assumed. During the one-year period following the acquisition date, if an adjustment is identified based on new information about facts and circumstances that existed as of the acquisition date, the Company will record measurement-period adjustments related to the acquisitions in the period in which the adjustment is identified. Goodwill is measured at the acquisition date as the fair value of the consideration transferred (including, if applicable, the fair value of any previously held equity interest and any non-controlling interests) less the net recognized amount (which is generally the fair value) of the identifiable assets acquired and liabilities assumed. Transaction costs, other than those associated with the issuance of debt or equity securities incurred in connection with a business combination, are expensed as incurred and included in either Cost of revenues or Selling, general and administrative costs in the Consolidated Statements of Operations. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts and operations of the Company, and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most important of these relate to share-based compensation expenses, revenue recognition, the allowance for doubtful accounts, internally developed computer software, valuation of goodwill and other identifiable intangible assets, determination of the projected benefit obligations of the defined benefit plans, income taxes, fair value of stock options, derivatives and financial instruments, contingent earn-out, and the tax related valuation allowances. On an ongoing basis, management evaluates these estimates, assumptions and judgments, in reference to historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Cash and Cash Equivalents Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of purchase of three months or less. Restricted Cash The Company held $14,678 and $9 of restricted cash as of December 31, 2020 and 2019, respectively. Restricted cash of $6,498 was primarily related to funds from the Company’s IncoPat transaction as of December 31, 2020. Restricted cash of $4,779 was primarily related to deposits held with patent offices and on behalf of certain customers to make payment to their vendors as of December 31, 2020. Restricted cash also includes the in-substance consolidation of a trust held to fund the CPA Global Equity Plans and represents cash earmarked to fund fixed cash awards and certain taxes in the amount of $3,400. As of December 31, 2019, the Company held $9 of restricted cash primarily related to funds from the Company’s Publons transaction. Accounts Receivable Through the adoption of ASU 2016-13 and the related standards, the Company revised its policy regarding the recognition of expected credit losses and for its accounts receivable portfolio. 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, 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 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. Concentration of Credit Risk Accounts receivable are the primary financial instrument that potentially subjects the Company to significant concentrations of credit risk. Accounts receivable represents arrangements in which services were transferred to a customer before the customer pays consideration or before payment is due. Contracts with payment in arrears are recognized as receivables after the Company considers whether a significant financing component exists. The Company does not require collateral or other securities to support customer receivables. Management performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed appropriate. Credit losses have been immaterial and reasonable within management’s expectations. No single customer accounted for more than 1% of revenues and our ten largest customers represented only 6% of revenues for the year ended December 31, 2020. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and consequently, the Company believes that such funds are subject to minimal credit risk. Prepaid Expenses Prepaid expenses represent amounts that the Company has paid in advance of receiving benefits or services. Prepaid expenses include amounts for system and service contracts, sales commissions, deposits, prepaid royalties and insurance and are recognized as an expense over the general contractual period that the Company expects to benefit from the underlying asset or service. Property and Equipment, net Generally, property and equipment are recorded at cost and are depreciated over the respective estimated useful lives. Depreciation is computed using the straight‑line method. Repair and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of sold or retired assets are removed from the accounts and any gain or loss is included within Loss from operations in the Consolidated Statements of Operations. The estimated useful lives are as follows: Computer hardware 3 years Furniture, fixtures and equipment 5-7 years Leasehold improvements Lesser of lease term or estimated useful life Computer Software Development costs related to internally generated software are capitalized once a project has progressed beyond a conceptual, preliminary stage to that of the application development stage. Costs of significant improvements on existing software for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage, data conversion and post-implementation/operation stage of an internal use software development project are expensed as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software. Purchased software is amortized over three years, which is the estimated useful life of the related software. The capitalized amounts, net of accumulated amortization, are included in Other intangible assets, net in the Consolidated Balance Sheets. The cost and related accumulated amortization of sold or retired assets are removed from the accounts and any gain or loss is included within Loss from operations in the Consolidated Statements of Operations. Computer software is evaluated for impairment whenever circumstances indicate the carrying amount may not be recoverable. The test for impairment compares the carrying amounts with the sum of undiscounted cash flows related to the asset. If the carrying value is greater than the undiscounted cash flows of the asset, the asset is written down to its estimated fair value. Identifiable Intangible Assets, net Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization or accumulated impairment for indefinite-lived intangible assets. Useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully amortized assets are retained at cost and accumulated amortization accounts until such assets are derecognized. Customer Relationships — Customer relationships primarily consist of customer contracts and customer relationships arising from such contracts. Databases and Content — Databases and content primarily consists of repositories of the Company’s specific financial and customer information and intellectual content. Developed Technology — Developed technology primarily consists of proprietary technology used for healthcare data, analytics, and insights products and services. Backlog — Backlog primarily consists of orders and contracts received for which performance has not occurred prior to being acquired by the Company. Non-compete agreements — Non-compete agreements primarily consist of agreements with employees of acquired entities to ensure that if they cease employment with the Company, they will not involve themselves with competition of the business for a given duration. Trade Names — Trade names consist of purchased brand names that the Company continues to use. Where applicable, intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 2 – 23 years Databases and content 2 – 20 years Developed technology 3 – 14 years Computer software 5 years Finite-lived trade names 2 - 18 years Non-compete agreements 5 years Backlog 4 years Indefinite-lived trade names Indefinite Impairment of Long-Lived Assets Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. The Company evaluates its long-lived assets, including computer hardware and other property, computer software, and finite-lived intangible assets for impairment whenever circumstances indicate that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. An asset is assessed for impairment at the lowest level that the asset generates cash inflows that are largely independent of cash inflows from other assets. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Management identified an impairment loss in connection with the divestiture of certain assets and liabilities of its MarkMonitor Product Line within its IP segment in the year ended December 31, 2019. As a result of restructuring initiatives, the Company recorded non-cash impairment for leases in the year ended December 31, 2020. See Note 25 - Restructuring and Impairment for further information. Goodwill and Indefinite-Lived Intangible Assets 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 Accounting Standards Codification ("ASC") Topic 350. The Company identified six reporting units due to a change in the Company’s reporting structure for the year ended December 31, 2020 and five reporting unit for the years ended December 31, 2019 and 2018. The Company evaluates the recoverability of goodwill at the reporting unit level. The Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made that, based on the qualitative factors, an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be determined and compared to its carrying value including goodwill. In determining the fair value of a reporting unit, the Company estimates the fair value of a reporting unit using the fair value derived from the income approach. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit; whereas, the income approach uses a discounted cash flow (“DCF”) model. The DCF model determines the fair value of our reporting units based on projected future discounted cash flows, which include significant assumptions related to revenue growth rates, operating margins, anticipated future economic conditions, and the appropriate discount rates relative to risk and estimates of residual values. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired, and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company will recognize the difference as an impairment charge. Management concluded that no goodwill impairment existed for any of the periods presented. The Company also has indefinite-lived intangible assets related to trade names. Indefinite-lived intangible assets are subject to impairment testing annually or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. For purposes of impairment testing, the fair value of trade names is determined using an income approach, specifically the relief from royalties method. Management concluded that no indefinite-lived intangible impairment existed for any of the periods presented. Other Current and Non-Current Assets and Liabilities The Company defines current assets and liabilities as those from which it will benefit from or which it has an obligation for within one year that do not otherwise classify as assets or liabilities separately reported on the Consolidated Balance Sheets. Other non-current assets and liabilities are expected to benefit the Company or cause its obligation beyond one year. The Company classifies the current portion of long-term assets and liabilities as current assets or liabilities. Leases We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Accounts Payable and Accruals Accounts payable and accruals are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable and accruals are recognized initially at their settlement value, and are classified as current liabilities if payment is due within one year or less. Warrant Liabilities The Company accounts for Private Placement Warrants for shares of the Company's ordinary stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of Mark to market adjustment on financial instruments on the Consolidated Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary stock warrants. At that time, the portion of the warrant liabilities related to the ordinary stock warrants will be reclassified to additional paid-in capital. The amount of expense recorded within the Consolidated Statement of Operations for each period as a result of the changes in fair value was $205,062 and $47,656 for the fiscal year end December 31, 2020 and 2019, respectively. Debt Debt is recognized initially at par value, net of any applicable discounts or financing costs. Debt is subsequently stated at amortized cost with any difference between the proceeds (net of transactions costs) and the redemption value recognized in the Consolidated Statements of Operations over the term of the debt using the effective interest method. Interest on indebtedness is expensed as incurred. Debt is classified as a current liability when due within 12 months after the end of the reporting period. Tax Receivable Agreement (“TRA”) Concurrent with the completion of the 2019 Transaction, in May 2019 we became a party to a TRA with our pre-business combination equity holders. Under the TRA, we are generally required to pay to certain pre-business combination equity holders approximately 85% of the amount of calculated tax savings, if any, we are deemed to realize (using the actual applicable U.S. federal income tax rate and an assumed combined state and local income tax rate) as a result of (1) any existing tax attributes associated with Covered Tax Assets acquired in the pre-business combination organizational transactions, the benefit of which is allocable to us as a result of such transactions, (2) net operating loss (NOL) carryforwards available as a result of such transactions and (3) tax benefits related to imputed interest. Further, there may be significant changes, to the estimate of the TRA liability due to various reasons including changes in corporate tax law, changes in estimates of the amount or timing of future taxable income, and other items. Changes in those estimates are recognized as adjustments to the related TRA liability, with offsetting impacts recorded in the Consolidated Statements of Operations as Other operating income (expense), net. On August 21, 2019 the Company entered into a TRA Buyout Agreement to settle the outstanding liability. The settlement of the original TRA liability pursuant to the TRA Buyout Agreement was accounted for as an adjustment to Shareholders' equity. Derivative Financial Instruments Foreign Exchange Forward Contracts The Company periodically enters into foreign currency contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks. These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. These contracts generally do not exceed 180 days in duration, and these instruments are carried as assets when the fair value is positive (Other current assets on the Consolidated Balance Sheets), and as liabilities when the fair value is negative (Other current liabilities on the Consolidated Balance Sheets). The resulting gain or loss is recognized in profit or loss (other operating income (expense), net) immediately. Interest Rate Swaps The Company has interest rate swaps with counterparties to reduce its exposure to variability in cash flows relating to interest payments on a portion of its outstanding first lien senior secured term loan facility in an aggregate principal amount of $2,847,400 (“Term Loan Facility”). The Company applies hedge accounting and has designated these instruments as cash flow hedges of the risk associated with floating interest rates on designated future quarterly interest payments. Management assumes the hedge is highly effective and therefore changes in the value of the hedging instrument are recorded in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Any ineffectiveness is recorded in earnings. Amounts in Accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged transactions affect earnings, or upon termination of the hedging relationship. Fair Value of Financial Instruments In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s interest rate swap derivative instruments are classified as Level 2. Earn-out liabilities and defined benefit plan assets are classified as Level 3. The Company assesses the fair value of the foreign exchange forward contracts, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. The Company also receives and reviews third party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs. Contingent Considerations The Company records liabilities for the estimated cost of such contingencies when expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the potential liability in these matters. We engage outside experts as deemed necessary or appropriate to assist in the calculation of the liability, however management is responsible for evaluating the estimate. As information becomes available regarding changes in circumstances for ongoing contingent considerations, our potential liability is reassessed and adjusted as necessary. See Note 23 - Commitments and Contingencies for further information on contingencies. Pension and Other Post-Retirement Benefits The Company may be required to sponsor pension benefit plans, for certain international markets, which are unfunded and are not material for the Company. The net periodic pension expense is actuarially determined on an annual basis by independent actuaries using the projected unit credit method. The determination of benefit expense requires assumptions such as the discount rate, which is used to measure service cost, benefit plan obligations and the interest expense on the plan obligations. Other significant assumptions include expected mortality, the expected rate of increase with respect to future compensation and pension. Because the determination of the cost and obligations associated with employee future benefits requires the use of various assumptions, there is measurement uncertainty inherent in the actuarial valuation process. Actual results will differ from results which are estimated based on assumptions. The liability recognized in the Consolidated Balance Sheets is the present value of the defined benefit obligation at the end of the reporting period. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The defined benefit obligation is included in Other non-current liabilities in the Consolidated Balance Sheets. All actuarial gains and losses that arise in calculating the present value of the defined benefit obligation are recognized immediately in Accumulated deficit and included in the Consolidated Statements of Comprehensive Income (Loss). See Note 13 - Pension and Other Post‑Retirement Benefits for balances and further details including an estimate of the impact on the Consolidated Financial Statements from changes in the most critical assumptions. Employer contributions to defined contribution plans are expensed as incurred, which is as the related employee service is rendered. Taxation The Company recognizes income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining the consolidated Income tax expense for financial statement purposes. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In assessing the realizability of deferred tax assets, we consider future taxable income by tax jurisdiction and tax planning strategies. The Company records a valuation allowance to reduce our deferred tax assets to equal an amount that is more likely than not to be realized. Changes in tax laws and tax rates could also affect recorded deferred tax assets and liabilities in the future. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC Topic 740, Income Taxes , states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company first records unrecognized tax benefits as liabilities in accordance with ASC 740 and then adjusts these liabilities when our judgment changes as a result of the evaluation of new information not previously available at the time of establishing the liability. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. Interest accrued related to unrecognized tax benefits and income tax related penalties are included in the Benefit (provision) for income taxes. Deferred tax is provided on taxable temporary differences arising on investments in foreign subsidiaries, except where we intend, and are able, to reinvest such amounts on a permanent basis. Revenue Recognition The Company derives revenue by selling information on a subscription and single transaction basis as well as from performing professional services. The Company recognizes revenue when control of these services are transferred to the customer for an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. Revenue is recognized net of discounts and rebates, as well as value added and other sales taxes. Cash received or receivable in advance of the delivery of the services or publications is included in deferred revenues. The Company disaggregates revenue based on revenue recognition pattern. Subscription based revenues recognize revenue over time, whereas our transactional and re-occurring revenues recognize revenue at a point in time. The Company believes subscription, transaction and re-occurring is reflective of how the Company manages the business. The revenue recognition policies for the Company’s revenue streams are discussed below. Subscription Revenues Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers. Revenues from the sale of subscription data and analytics solutions are typically invoiced annually in advance and recognized ratably over the year as revenues are earned. Subscription revenues are typically generated either on (i) an enterprise basis, meaning that the organization has a license for the particular product or service offering and then anyone within the organization can use it at no additional cost, (ii) a seat basis, meaning each individual that uses the particular product or service offering has to have his or her own license, or (iii) a unit basis, meaning that incremental revenues are generated on an existing subscription each time the product is used (e.g., a trademark or brand is searched or assessed). Transactional Revenues Transactional revenues are revenues that are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Revenues from the sale of transactional products and services are invoiced according to the terms of the contract, typically in arrears. Transactional content sales are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. In the case of professional services, these contracts vary in length from several months to years for multi-year projects and customers and typically invoiced based on the achievement of milestones. Transactional revenues are typically generated on a unit basis, although for certain product and service offerings transactional revenues are generated on a seat basis. Transactional revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order. Re-occurring Revenues Re-occurring revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or the contract is for multiple years. Re-occurring revenues are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. The most significant components of our re-occurring revenues is our 'renewal' business within CPA G |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 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 16 - Shareholders’ Equity for further information. Upon consummation of the 2019 Transaction, each outstanding share of ordinary 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 17 - 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 16 - 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. For the year ended December 31, 2020, the fair value of the contingent stock consideration increased by $27,132, which was recorded to selling, general and administrative costs in the Consolidated Statements of Operations. The corresponding liability increased to $86,029 as of December 31, 2020 which was recorded to Accrued expenses and other current liabilities in the Consolidated Balance Sheets. See Note 23 - 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 was $47,068 for the year ended December 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 Consolidated Statements of Operations and Comprehensive Loss were as follows: Year ended December 31, 2020 Revenues, net (1) $ 186,428 Net income attributable to the Company's stockholders $ 4,999 (1) Includes $7,157 of a deferred revenue haircut recognized during the year ended December 31, 2020. The purchase price allocation for the DRG acquisition as of the close date of February 28, 2020 is final. The following table summarizes the preliminary purchase price allocation for this acquisition: As Originally Reported Adjustments (1) As Restated Amendment No. 2 Accounts receivable $ 52,193 $ — $ 52,193 Prepaid expenses 4,295 — 4,295 Other current assets 68,001 — 68,001 Property and equipment, net 4,136 — 4,136 Other intangible assets (1) 491,366 — 491,366 Other non-current assets 2,960 — 2,960 Operating lease right-of-use assets 25,099 — 25,099 Total assets $ 648,050 $ — $ 648,050 Accounts payable 3,474 — 3,474 Accrued expenses and other current liabilities 88,561 — 88,561 Current portion of deferred revenue 35,126 — 35,126 Current portion of operating lease liabilities 5,188 — 5,188 Deferred income taxes (2) 47,467 1,936 49,403 Non-current portion of deferred revenue 936 — 936 Operating lease liabilities 20,341 — 20,341 Total liabilities 201,093 1,936 203,029 Fair value of acquired identifiable assets and liabilities $ 446,957 $ (1,936) $ 445,021 Purchase price, net of cash (3) 944,220 — 944,220 Less: Fair value of acquired identifiable assets and liabilities 446,957 (1,936) 445,021 Goodwill $ 497,263 $ 1,936 $ 499,199 (1) Includes $3,966 of internally developed software in progress acquired. (2) The Company has corrected for the understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet in February 28, 2020. (3) 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 amortization period (in years): Fair Value as of February 28, 2020 Remaining Customer relationships $ 381,000 10-21 Database and content 50,200 2-7 Trade names 5,200 4-7 Purchased software 23,000 3-8 Backlog 28,000 4 Total identifiable intangible assets $ 487,400 During the year ended December 31, 2020, there were additional purchase accounting adjustments of $314 related to fixed assets, deferred revenue and legal accrual with a corresponding increase to goodwill and $1,804 related to the aforementioned items and a reduction in the valuation of assumed lease liabilities and a corresponding reduction in goodwill, respectively. Restated unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows: As Restated Year ended December 31, 2020 2019 Pro forma revenues, net $ 1,284,419 $ 1,174,295 Pro forma net loss attributable to the Company's stockholders - (As Restated) (303,457) (304,846) 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 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 $26,348 for the year ended December 31, 2020 and reduced expenses by $439 for the year ended December 31, 2019. Acquisition of CPA Global On October 1, 2020, we acquired 100% of the assets, liabilities and equity interests of CPA Global, a global leader in intellectual property software and tech-enabled services from Redtop Holdings Limited ("Redtop"). The acquisition helps Clarivate create a true end-to-end platform supporting the full IP lifecycle from idea generation to commercialization and protection. Clarivate acquired all of the outstanding shares of CPA Global in a cash and stock transaction. The aggregate consideration in connection with the closing of the CPA Global acquisition was $8,541,551, net of $102,010 cash acquired and including an equity holdback consideration of $46,485. The aggregate consideration was composed of (i) $6,565,477 from the issuance of up to 218,183,778 ordinary shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P., representing approximately 35% pro forma fully diluted ownership of Clarivate and (ii) approximately $2,078,084 in cash to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822 and related interest swap termination fee of $22,262. Of the 218,306,663 ordinary shares issuable in the acquisition, Clarivate issued 210,357,918 ordinary shares as of October 1, 2020. There were 6,325,860 shares that were issued to Leonard Green & Partners, L.P. that were returned to Clarivate to fund an Employee Benefit Trust established for the CPA Global Equity Plan. Accordingly, these shares were excluded from purchase price consideration. As Originally Reported Adjustments (1) As Restated Amendment No. 2 Issuance of 210,357,918 shares (1) $ 6,761,515 $ (196,038) $ 6,565,477 Cash paid for repayment of CPA Global's parent company debt and related interest rate swap termination charge 2,078,084 — 2,078,084 Total purchase price 8,839,599 (196,038) 8,643,561 Cash acquired (2) (98,610) (3,400) (102,010) Total purchase price, net of cash acquired $ 8,740,989 $ (199,438) $ 8,541,551 (1) Represents the adjustment to ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038, or 6,325,860 ordinary shares. (2) The adjustment r epresents restricted cash acquired to fund fixed cash awards and certain taxes related to the CPA Global Equity Plan. 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 CPA was $37,164 for the year ended December 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 Consolidated Statements of Operations and Comprehensive Loss since October 1, 2020 were as follows: Year ended December 31, 2020 Revenues, net (1) $ 157,504 Net loss attributable to the Company's stockholders $ (39,985) (1) Includes $15,297 of a deferred revenue haircut recognized during the year ended December 31, 2020. The purchase price allocation for the CPA Global acquisition as of the close date of October 1, 2020 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition: As Originally Reported Adjustments (3) As Restated Amendment No. 2 Accounts receivable $ 373,124 $ — $ 373,124 Prepaid expenses 27,595 — 27,595 Other current assets 215,364 (176,950) 38,414 Property and equipment, net 12,288 — 12,288 Other intangible assets 4,920,317 — 4,920,317 Deferred income taxes 19,310 — 19,310 Other non-current assets 24,613 (17,333) 7,280 Operating lease right-of-use assets 30,649 — 30,649 Total assets $ 5,623,260 $ (194,283) $ 5,428,977 Accounts payable 53,501 — 53,501 Accrued expenses and other current liabilities 414,063 (178,874) 235,189 Current portion of deferred revenue 180,376 — 180,376 Current portion of operating lease liabilities 7,738 — 7,738 Non-current portion of deferred revenue 16,786 — 16,786 Deferred income taxes (1) 301,946 3,328 305,274 Other non-current liabilities 43,785 (19,478) 24,307 Operating lease liabilities 23,615 — 23,615 Total liabilities 1,041,810 (195,024) 846,786 Fair value of acquired identifiable assets and liabilities $ 4,581,450 $ 741 $ 4,582,191 Purchase price, net of cash (2)(3)(4) $ 8,740,989 $ (199,438) $ 8,541,551 Less: Fair value of acquired identifiable assets and liabilities 4,581,450 741 4,582,191 Goodwill $ 4,159,539 $ (200,179) $ 3,959,360 (1) Separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company has corrected the understatement of deferred tax liabilities of $3,328 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet in October 1, 2020. (2) The Company acquired cash and cash equivalents and restricted cash of $102,010. (3) Certain awards made by CPA Global under their equity plan and trust were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. The Company concluded that expenses should have been recognized as share-based compensation charges over the vesting period from October 1, 2020 to October 1, 2021, with only a portion of the liability recorded as part of acquisition accounting. In connection with the purchase accounting, and in accordance with ASC 805, the Company performed an analysis by grant date to attribute the liability between the pre-and-post combination periods. This resulted in an adjustment to Accrued expenses and other current liabilities of $178,874 and Other non-current liabilities of $19,478. See Note 17 - Employment and Compensation Arrangements for further details regarding the post combination treatment of the equity plan. (4) In addition, ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan, should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. 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 CPA Global’s identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of October 1, 2020 Remaining Customer relationships $ 4,643,306 17-23 Technology 266,224 6-14 Trademarks 10,787 2-17 Total identifiable intangible assets $ 4,920,317 Restated unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows: As Restated Year ended December 31, 2020 2019 Pro forma revenues, net $ 1,709,312 $ 1,498,485 Pro forma net loss attributable to the Company's stockholders - (As Restated) (349,913) (403,653) 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 consolidated financial statements of the Company and from the historical accounting records of CPA Global. 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 CPA Global debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs and other one-time non-recurring costs which increased expenses by $70,531 for the year ended December 31, 2020. Acquisition of Beijing IncoPat On October 26, 2020, the Company acquired 100% of the equity voting interest in Beijing IncoPat Technology Co., Ltd. (“IncoPat”). IncoPat is a leading patent information service provider in China via cash on hand. IncoPat is complementary to Clarivate’s intellectual property portfolio. The Company paid $52,133 in cash to acquire IncoPat. As of December 31, 2020, $6,313 of the consideration is held in escrow and will be paid in a future period. Until this balance is paid it will be held in restricted cash with the offsetting liability within accrued expenses and other current liabilities. 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 IncoPat was $1,706 for the year ended December 31, 2020. These costs are included in selling general and administrative expense. IncoPat contributed revenues of $1,408 and a net loss of $455 to the Company's 2020 results. In connection with this acquisition, a legal entity was created in which the Company has a variable interest. See Note 3 - Summary of Significant Accounting Policies for consideration of accounting treatment for the variable interest entity. The purchase price allocation for the IncoPat acquisition as of the close date of October 26, 2020 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for the acquisition: Total Accounts receivable $ 1,132 Prepaid expenses 168 Other current assets 100 Property and equipment, net 354 Other intangible assets 21,957 Other non-current assets 283 Total assets $ 23,994 Accounts payable 73 Accrued expenses and other current liabilities 843 Current portion of deferred revenue 6,334 Deferred income taxes 4,802 Other non-current liabilities 283 Total liabilities $12,335 Fair value of acquired identifiable assets and liabilities $ 11,659 Purchase price, net of cash (1) 52,133 Less: Fair value of acquired identifiable assets and liabilities 11,659 Goodwill $ 40,474 (1) The Company acquired cash of $844. 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 Beijing IncoPat’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years): Fair Value as of October 26, 2020 Remaining Customer relationships $ 19,989 11 Existing technology $ 1,892 6 Trade names $ 76 2 Total identifiable intangible assets $ 21,957 Acquisition of Hanlim IPS Co., LTC On November 23, 2020, the Company acquired 100% of the equity voting interest in Hanlim IPS Co., LTC ("Hanlim IPS") Hanlim IPS is a patent research and consulting services provider in South Korea. The acquisitions purpose is to accelerate innovation in South Korea by offering a more comprehensive range of IP information and insights solutions. The Company paid $9,254 in cash to acquire Hanlim IPS. 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 Hanlim IPS was $473 for the year ended December 31, 2020. Hanlim IPS contributed revenue of $145 and net income of $90 to the Company's 2020 results. The purchase price allocation for the Hanlim IPS acquisition as of the close date of November 23, 2020 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition: Total Accounts receivable $ 44 Prepaid expenses 7 Other current assets 844 Property and equipment, net 75 Other intangible assets 8,805 Other non-current assets 94 Total assets $ 9,869 Accounts payable 27 Accrued expenses and other current liabilities 1,512 Deferred income taxes 1,937 Total liabilities 3,476 Fair value of acquired identifiable assets and liabilities $ 6,393 Purchase price, net of cash (1) 9,254 Less: Fair value of acquired identifiable assets and liabilities 6,393 Goodwill $ 2,861 (1) The Company acquired cash of $2,191. 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 Hanlim’s identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of November 23, 2020 Remaining Customer relationships $ 7,832 11-13 Trade name 15 2 Non-compete agreements 958 5 Total identifiable intangible assets $ 8,805 Acquisition of SequenceBase In September 2019, the Company purchased the key business assets of SequenceBase, an international patent sequence information provider. The SequenceBase acquisition was accounted for as an asset acquisition. As a result of the SequenceBase acquisition, SequenceBase’s identifiable assets were adjusted to their fair market values as of the closing date, which included customer relations intangibles of $1,000 and computer software intangibles of $2,500. The Consolidated Financial Statements include the results of the acquisition subsequent to the closing date. Acquistion of Darts-ip On November 27, 2019, the Company closed on the acquisition of Darts-ip, (“Darts”), a provider of global IP case law data and analytics headquartered in Brussels, Belgium. The Company acquired 100% of the voting equity interest of Darts for cash consideration. The Darts acquisition was accounted for using the acquisition method of accounting. As a result of the Darts acquisition and the application of purchase accounting, Darts' identifiable assets and liabilities were adjusted to their fair market values as of the closing date, which included database intangible assets of $22,012, computer software intangible assets of $9,025, customer relationships intangible assets of $2,641 and finite-lived trade names intangible assets of $1,541. The Consolidated Financial Statements include the results of the acquisition subsequent to the closing date. 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. The weighted-average amortization period for total acquired finite-lived intangible assets is 11.5 years and the weighted-average amortization period by major class of intangible asset is 14.0 years for database and content, 6.0 years for computer software, 18.0 years for trade names, and 5.0 years for customer relationships. Acquisition of TrademarkVision On October 25, 2018, Clarivate closed on the acquisition of TrademarkVision USA, LLC (“TrademarkVision”), an artificial intelligence technology start-up organization headquartered in Brisbane, Australia. The total purchase price for the acquisition consisted of $20,042 in closing date net cash consideration, subject to subsequent working capital adjustments, plus potential earn-out cash payments dependent upon achievement of certain milestones and financial performance metrics. The fair market value of the liability associated with the earn-out was $4,115 on the date of acquisition. Additionally, the excess value of the total purchase price over the fair value of our identifiable assets and liabilities upon the closing of the acquisition of $19,205 was allocated to goodwill. The Consolidated Financial Statements include the results of the acquisition subsequent to the closing date. TrademarkVision and its revolutionary image recognition software search tool for trademarks joined the trademark clearance and protection partner CompuMark. The fair value of the earn-out liability was $8,000 and $4,115 at December 31, 2019 and 2018. Acquistion of Kopernio On March 15, 2018, the Company acquired all of the outstanding stock of Kopernio (“Kopernio”), an artificial-intelligence technology startup, for $3,497. The Kopernio acquisition was accounted for using the acquisition method of accounting. As a result of the Kopernio acquisition and the application of purchase accounting, Kopernio’s identifiable assets and liabilities were adjusted to their fair market values as of the closing date, which included a finite life intangible of $1,258 relating to computer software. Additionally, the excess value of the total purchase price over the fair value of our identifiable assets and liabilities upon the closing of the acquisition of $2,322 was allocated to goodwill. The Consolidated Financial Statements include the results of the acquisition subsequent to the closing date. 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. Acquistion of Publons Limited On June 1, 2017, the Company acquired all assets, liabilities and equity interests of Publons Limited and its wholly-owned subsidiary (“Publons”). Total net cash consideration for the acquisition was $7,401, plus potential future cash payments of up to $9,500 contingent upon Publons achieving certain milestones or financial and non-financial performance targets through 2020, including platform users and reviews. The fair market value of the liability associated with the earn-out was $5,900 on the date of acquisition. Publons is a researcher-facing peer-review data and recognition platform. The acquisition of Publons, its platform and data, is believed to increase the value of multiple existing Company products, while supporting researchers in the process. The Consolidated Financial Statements include the results of the acquisitions subsequent to the closing date. The fair value of the Publons earn-out liability was $0, $3,100, and $2,960 at December 31, 2020, 2019, and 2018, respectively. The fair value of identifiable assets acquired and liabilities assumed for all acquisitions at closing during 2020, 2019, and 2018 respectively, net of cash acquired, and contingent consideration liabilities incurred in relation to the acquisitions are summarized below: 2020 2019 (1) 2018 Current assets $ 742,867 $ 2,137 $ 706 Property and equipment, net 16,853 86 — Finite-lived intangible assets 5,442,445 38,719 7,928 Goodwill 4,700,137 44,779 21,527 Other non-current assets 103,008 2 38 Total assets $ 11,005,310 $ 85,723 $ 30,199 Current liabilities 798,753 4,366 491 Non-current liabilities 459,961 8,920 2,054 Total liabilities 1,258,714 13,286 2,545 Net assets acquired $ 9,746,596 $ 72,437 $ 27,654 (1) Net assets acquired includes $3,500 related to the SequenceBase acquisition. None of the goodwill associated with any of the business combinations above will be deductible for income tax purposes. Pro forma information is not presented for these acquisitions as the aggregate operations of the acquired acquisitions were not significant to the overall operations of the Company. |
Assets Held for Sale and Divest
Assets Held for Sale and Divested Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale and Divested Operations | Assets Held for Sale and Divested Operations On November 6, 2020, the Company completed the sale of certain assets and liabilities of the Techstreet business to The International Society of Interdisciplinary Engineers LLC for a total purchase price of $42,832, of which $4,300 will be held in escrow and paid to the Company in a future period. As a result of the sale, the Company recorded a net gain on sale of $28,140, inclusive of incurred transaction costs of $115 in connection with the divestiture. The gain on sale is included in Other operating income, net within the Consolidated Statements of Operations during the year ended December 31, 2020. As a result of the sale, the Company wrote off balances associated with Techstreet including intangible assets of $10,179 and Goodwill in the amount of $9,129. The Company used the proceeds for general business purposes. 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 Consolidated Statements of Operations during the year ended December 31, 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 operating income (expense), net during the year ended December 31, 2020. The Company used the proceeds for general business purposes. After impairment, Current Assets of $2,274 and Long Term Assets of $28,345 were reclassified to Current Assets Held for Sale as of December 31, 2019, while Current Liabilities of $21,170 and Long Term Liabilities of $5,698 were reclassified to Current Liabilities Held For Sale as of December 31, 2019. The carrying amount of major classes of assets and liabilities that are included in Assets held for sale and Liabilities held for sale at December 31, 2019 related to certain assets and liabilities of its MarkMonitor Product Line consist of the following: As of December 31, 2019 Assets: Current assets: Cash and cash equivalents $ 384 Prepaid expenses 1,692 Other current assets 198 Total current assets 2,274 Computer hardware and other property, net 2,961 Other intangible assets, net 18,957 Other non-current assets 1,993 Operating lease right-of-use assets 4,434 Total Assets held for sale $ 30,619 Liabilities: Current liabilities: Accounts payable $ 25 Accrued expenses and other current liabilities 1,764 Current portion of deferred revenues 18,067 Current portion of operating lease liabilities 1,314 Total current liabilities 21,170 Non-current portion of deferred revenues 834 Other non-current liabilities 163 Operating lease liabilities 4,701 Total Liabilities held for sale $ 26,868 On October 1, 2018, all assets, liabilities and equity interest of the IP Management ("IPM") Product Line and related assets were sold to CPA Global for a total purchase price of $100,130. As a result of the sale, the Company recorded a net gain on sale of $36,072, inclusive of incurred transaction costs of $3,032 in connection with the divestiture. The gain on sale is included in Other operating income, net within the Consolidated Statements of Operations for the year ended December 31, 2018. As a result of the sale, the Company wrote off Goodwill in the amount of $49,349. The Company used $31,378 of the proceeds to pay down the Term Loan Facility on October 31, 2018. The divestitures of Techstreet, certain assets and liabilities of MarkMonitor and IPM Product Line do not represent a strategic shift and are not expected to have a major effect on the Company’s operations or financial results, as defined by ASC 205-20, Discontinued Operations ; as a result, these divestitures do not meet the criteria to be classified as discontinued operations. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable O ur accounts receivable balance consists of the following as of December 31, 2020 and 2019 : Year ended December 31, 2020 2019 Accounts receivable $ 746,478 $ 350,369 Less: Accounts receivable allowance (8,745) (16,511) Accounts receivable, net $ 737,733 $ 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 years ended December 31, 2020, 2019, and 2018, respectively: Year ended December 31, 2020 2019 2018 Balance at beginning of year $ 16,511 $ 14,076 $ 8,495 Additional provisions 4,339 4,662 6,469 Write-offs (22,205) (2,321) (870) Opening balance sheet adjustment- ASU 2016 -13 adoption 10,097 — — Exchange differences 3 94 (18) Balance at the end of year $ 8,745 $ 16,511 $ 14,076 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 $22,205, $2,321 and $870 for the years ended December 31, 2020, 2019, and 2018, respectively . We are monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. During the year ended December 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 considered material. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases As the lessee, we currently lease real estate space, automobiles, and certain equipment under non-cancelable operating lease agreements. Some of the leases include options to extend the leases for up to an additional 10 years. We do not include any of our renewal options in our lease terms for calculating our lease liability as the renewal options allow us to maintain operational flexibility, and we are not reasonably certain we will exercise these renewal options at this time. We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, Current portion of operating lease liabilities, and Operating lease liabilities on our Consolidated Balance Sheets. The Company assesses its ROU asset and other lease-related assets for impairment consistent with other long-lived assets. As of December 31, 2020, we did not record an impairment related to these assets beyond the impairments recorded due to restructuring activity recorded within Note 25 - Restructuring and Impairment. Refer to Note 27 - Subsequent Events. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. As such, the Company used judgment to determine an appropriate incremental borrowing rate. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our variable lease payments consist of non-lease services related to the lease and lease payments that are based on annual changes to an index. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. The following illustrates the lease costs for the years ended December 31, 2020 and 2019: December 31, 2020 2019 Operating lease cost $ 24,438 $ 27,812 Short-term lease cost 701 296 Variable lease cost 1,317 1,213 Total lease cost $ 26,456 $ 29,321 December 31, 2020 2019 Other information Cash Paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $31,841 $24,303 Right-of-use assets obtained in exchange for lease obligations Operating leases $8,542 $6,386 Weighted-average remaining lease term - operating leases 6 6 Weighted-average discount rate - operating leases 5.2 % 5.8 % The future aggregate minimum lease payments as of December 31, 2020 under all non-cancelable operating leases for the years noted are as follows: Year ending December 31, 2021 $ 35,963 2022 30,808 2023 26,960 2024 21,976 2025 15,048 2026 & Thereafter 29,142 Total operating lease commitments 159,897 Less imputed interest (21,624) Total $ 138,273 In connection with certain leases, the Company guarantees the restoration of the leased property to a specified condition after completion of the lease period. As of December 31, 2020 and December 31, 2019, the liability of $4,396 and $3,455, respectively, associated with these restorations is recorded within Other non-current liabilities. There were no material future minimum sublease payments to be received under non-cancelable subleases at December 31, 2020. There was no material sublease income for the years ended December 31, 2020, 2019 and 2018 respectively. Disclosures related to periods prior to adoption of Topic 842 As discussed above, the Company adopted Topic 842 effective January 1, 2019 using a modified retrospective approach. For comparability purposes, and as required, the following disclosure is provided for periods prior to adoption. The Company’s total future minimum annual rental payments in effect at December 31, 2018 for noncancellable operating leases, which were accounted for under the previous leasing standard, Accounting Standards Codification 840, were as follows: Year ended December 31, 2019 $ 22,140 2020 19,531 2021 17,240 2022 15,333 2023 14,944 Thereafter 40,367 Total operating lease commitments $ 129,555 |
Computer Hardware and Other Pro
Computer Hardware and Other Property, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Computer Hardware and Other Property, Net | Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2020 2019 Computer hardware $ 38,253 $ 24,620 Leasehold improvements 21,614 12,496 Furniture, fixtures and equipment 13,201 4,412 Total property and equipment, gross 73,068 41,528 Accumulated depreciation (36,801) (23,486) Total property and equipment, net $ 36,267 $ 18,042 Depreciation amounted to $12,709, $9,181, and $9,422 for the years ended December 31, 2020, 2019, and 2018 respectively. |
Other Intangible Assets, net an
Other Intangible Assets, net and Goodwill | 12 Months Ended |
Dec. 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: December 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 5,598,175 $ (261,350) $ 5,336,825 $ 280,493 $ (180,571) $ 99,922 Databases and content 1,848,041 (464,683) 1,383,358 1,755,323 (342,385) 1,412,938 Computer software 658,976 (209,611) 449,365 285,701 (135,919) 149,782 Trade names 18,606 (2,360) 16,246 1,570 — 1,570 Backlog 29,216 (5,905) 23,311 — — — Finite-lived intangible assets 8,153,014 (943,909) 7,209,105 2,323,087 (658,875) 1,664,212 Indefinite-lived intangible assets Trade names 161,245 — 161,245 164,428 — 164,428 Total intangible assets $ 8,314,259 $ (943,909) $ 7,370,350 $ 2,487,515 $ (658,875) $ 1,828,640 The Company performed the indefinite-lived impairment test as of October 1, 2020 and 2019. Additionally, the Company reviewed goodwill for indicators of impairment at December 31, 2020 and 2019. As part of this analysis, the Company determined that its trade name, with a carrying value of $161,245, and $164,428 as of December 31, 2020 and 2019, respectively, was not impaired and will continue to be reported as indefinite-lived intangible assets. In September and November 2019, the Company purchased the key business assets of SequenceBase and Darts-ip. As a result of the purchase, customer relations balance increased $3,641, computer software increased $11,525, databases and content increased $22,012 and finite-lived trade names increased $1,541. See Note 4 - Business Combinations for further details. On January 1, 2020, all assets, liabilities, and equity interest of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor Product Line were sold to OpSec Security for a purchase price of $3,751, which was determined to be the approximation of the fair value. At December 31, 2019, the assets and liabilities related to the divestment met the criteria for classification as Assets held for sale on the Company’s balance sheet, which included $36,924 of intangible assets. In addition, the Company compared the book value of the assets and liabilities to the purchase price and recorded a total impairment charge during the year ended December 31, 2019 of $18,431, which included the write down of the $17,967 intangible assets classified as Assets held for sale. See Note 5 - Assets Held for Sale and Divested Operations for further details. In June 2020, the Company acquired the assets of CustomersFirst Now for a purchase price of $6,446, which was accounted for as an asset acquisition. As a result, the Company's identifiable intangible assets increased by $6,446, which consisted of $5,446 of databases and content and $1,000 of computer software. The databases and process methodology and the computer software have a remaining weighted average amortization period of 5.0 years and 3.0 years, respectively. The total remaining weighted average amortization period is 4.7 years. The weighted-average amortization period for each class of finite-lived intangible assets and for total finite-lived intangible assets, which range between 2 and 20 years, is as follows: Remaining Weighted - Average Amortization Period (in years) Customer relationships 22.22 Databases and content 13.68 Computer software 9.62 Trade names 5.39 Backlog 4.04 Total 19.73 Amortization amounted to $290,441, $191,361, and $227,803 for the years ended December 31, 2020, 2019, and 2018, respectively. Estimated amortization for each of the five succeeding years as of December 31, 2020 is as follows: 2021 $ 503,174 2022 466,526 2023 422,536 2024 400,836 2025 392,076 Thereafter 5,002,280 Subtotal finite-lived intangible assets 7,187,428 Internally developed software projects in process 21,677 Total finite-lived intangible assets 7,209,105 Intangibles with indefinite lives 161,245 Total intangible assets $ 7,370,350 Goodwill The change in the carrying amount of goodwill is shown below: Science Segment Intellectual Property Segment Consolidated Total Balance as of December 31, 2018 $ 908,406 $ 374,513 $ 1,282,919 Acquisition — 44,779 44,779 Transferred to Assets held for sale — (468) (468) Impact of foreign currency fluctuations and other 1,531 (716) 815 Balance as of December 31, 2019 $ 909,937 $ 418,108 $ 1,328,045 Acquisition 499,199 4,002,695 4,501,894 Divestiture — (9,129) (9,129) Impact of foreign currency fluctuations and other 607 221,547 222,154 Balance as of December 31, 2020 $ 1,409,743 $ 4,633,221 $ 6,042,964 The Company performed the goodwill impairment test as of October 1, 2020 and 2019. Additionally, the Company reviewed goodwill for indicators of impairment at December 31, 2020 and 2019. As of December 31, 2020, 2019 and 2018, the accumulated goodwill impairment was $0. Goodwill represents the purchase price in excess of the fair value of the net assets acquired in a business combination. If the carrying value of a reporting unit exceeds the implied fair value of that reporting unit, an impairment charge to goodwill is recognized for the excess. The Company’s reporting units are one level below the operating segment, as determined in accordance with ASC 350. For the years ended December 31, 2020 and 2019, the Company had six and five reporting units, respectively. The Company estimates the fair value of its reporting units using the income approach. Under the income approach, the fair value of a reporting unit is calculated based on the present value of estimated cash flows. No indicators of impairment existed as a result of the Company’s assessments, except for the sale of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor Product Line. On January 1, 2020, all assets, liabilities, and equity interest of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor Product Line were sold to OpSec Security for a purchase price of $3,751, which was determined to be the approximation of the fair value. At December 31, 2019, the assets and liabilities related to the divestment met the criteria for classification as Assets held for sale on the Company’s balance sheet, which included $468 of goodwill. In addition, the Company compared the book value of the assets and liabilities to the purchase price and recorded a total impairment charge during the year ended December 31, 2019 of $18,431, which included the write down of the $468 goodwill classified as Assets held for sale. See Note 5 - Assets Held for Sale and Divested Operations for further details. On November 23, 2020, the Company acquired Hanlim IPS. Co., Ltd. (Hanlim), which included $2,861 of goodwill. See Note 4 - Business Combinations for further details. This goodwill balance is allocated to the Intellectual Property segment. On October 26, 2020, the Company acquired Beijing IncoPat Technology Co. Ltd., which included $40,474 of goodwill. See Note 4 - Business Combinations for further details. This goodwill balance is allocated to the Intellectual Property segment. On October 1, 2020, the Company acquired CPA Global, which included $3,959,360 (restated) of goodwill. See Note 4 - Business Combinations and Note 28 - Restatements of Previously Issued Financial Statements for further details. This goodwill balance is allocated to the Intellectual Property segment. On February 28, 2020, the Company acquired DRG, which included $499,199 of goodwill. See Note 4 - Business Combinations and Note 28 - Restatements of Previously Issued Financial Statements for further details. This goodwill balance is allocated to the Science segment. On November 27, 2019, the Company acquired Darts-ip, which included $44,779 of goodwill. See Note 4 - Business Combinations for further details. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 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. 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 current assets or Accrued expenses and other current liabilities and 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 $5,159 as of December 31, 2020 and a liability of $2,778 as of 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. The Company collected $1,737 in the year ended December 31, 2020, for the amendments of these derivatives. 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. The Company had a period of ineffectiveness related to the cash flow hedges in the three months ended March 31, 2020. The ineffectiveness was due to a drop in LIBOR rates below the LIBOR floor defined per the credit facilities, which were amended on March 31, 2020, resulting in a highly effective hedge. As a result of the ineffectiveness, the Company recognized a loss of $978 for the year ended December 31, 2020, which was recorded to Interest expense, net on the Consolidated Statements of Operations. As of December 31, 2020, there was no hedge ineffectiveness associated with the Company’s interest rate swaps. The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the year ended December 31, 2020, 2019, and 2018: AOCI Balance at December 31, 2017 $ 1,107 Derivative gains recognized in Other comprehensive loss 2,313 Amount reclassified out of Other comprehensive loss to Net loss 224 AOCI Balance at December 31, 2018 $ 3,644 Derivative losses recognized in Other comprehensive loss (7,107) Amount reclassified out of Other comprehensive loss to Net loss 685 AOCI Balance at December 31, 2019 $ (2,778) Derivative losses recognized in Other comprehensive loss (4,432) Amount reclassified out of Other comprehensive loss to Net loss 3,454 AOCI Balance at December 31, 2020 $ (3,756) Foreign Currency Forward Contracts The IPM Product Line and related assets, which were divested on October 1, 2018, had forward contracts with notional values of $0 as of December 31, 2020 and December 31, 2019. Gains on the forward contracts amounted to $0, $0 and $240 for the years ended December 31, 2020, 2019 and 2018, respectively. These amounts were recorded in Revenues, net in the Consolidated Statements of Operations. In September 2020, the Company entered into two foreign exchange forward contracts to reduce its exposure to variability in cash flows relating to funding of the repayment of CPA Global's parent company outstanding debt on October 1, 2020. This contract was settled as of October 1, 2020. The Company recognized a gain from the mark to market adjustment of $2,903, in Other operating income, net on the Consolidated Statements of Operations for the year ended December 31, 2020. The nominal amount of outstanding foreign currency contracts was $0 and $0 as of December 31, 2020 and December 31, 2019. The Company periodically enters into foreign currency contracts. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks within the acquired CPA Global business. These contracts generally do not exceed 180 days in duration. The Company recognized a gain from the mark to market adjustment of $17,902, in Other operating income, net on the Consolidated Statements of Operations for the year ended December 31, 2020. The nominal amount of outstanding foreign currency contracts was $354,751 and $0 as of December 31, 2020 and December 31, 2019, respectively. The Company accounts for these forward contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating income, net in the Consolidated Statements of Operations, as the contracts are not designated as accounting hedges under the applicable sections of ASC Topic 815. The total fair value of the forward contracts represented an asset balance of $8,574 and $0 and a liability balance of $106 and $0 as of December 31, 2020 and December 31, 2019, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities ,respectively, on the Consolidated Balance Sheets. The Company recognized gains from the mark to market adjustment of $20,805, $0, and $0 in Other operating income, net on the Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018, respectively. See Note 11 - Fair Value Measurements for additional information on derivative instruments. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 included 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 supported 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 foreign exchange contracts and interest rate swaps. The fair value of foreign exchange contracts is based on observable market inputs of spot and forward rates or using other observable rates. 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 10 - 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. The carrying value of the Company's variable interest rate debt, excluding unamortized debt issuance costs and original issue discount, approximates fair value due to the short-term nature of the interest rate benchmark 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 $3,574,282 and $1,692,750 at December 31, 2020 and 2019, respectively. The fair value is considered Level 2 under the fair value hierarchy. Private Placement Warrants - The Company has determined that the Private Placement Warrants are subject to accounting treatment as a liability. The Company determined the fair value of each Private Placement Warrant at issuance and subsequent measurement periods using a Monte Carlo simulation approach for valuations performed through the August 14, 2019 modification described in Note 17 - Employment and Compensation Arrangements and a Black-Scholes option valuation model thereafter. Accordingly, the Private Placement Warrants issued are classified as Level 3 financial instruments. The assumptions in the models include, but are not limited to, risk-free interest rate, expected volatility of the Company’s and the peer group’s stock prices, dividend yield, and a discount for lack of marketability (“DLOM”) was applied to shares that are subject to remaining post vesting lock up restrictions. Assets and Liabilities Recorded at Fair Value on a Recurring Basis The Company has determined that its forward contracts, included in other current assets, along with 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. The amount of the earn-outs approximate fair value due to the short term nature of their remaining payments as of December 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 December 31, 2020, the Company paid the remaining earn-out liabilities related to Publons and TrademarkVision. These acquisitions occurred in 2017 and 2018, respectively. The amounts payable were contingent upon the achievement of certain company specific milestones and performance metrics including number of cumulative users, cumulative reviews and annual revenue over a 1-year and 3-year period. Changes in the earn-out are recorded to Selling, general and administrative costs in the Consolidated Statements of Operations. As of December 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 Selling, general and administrative costs in the Consolidated Statements of Operations. The contingent stock liability is recorded in Accrued expenses and other current liabilities 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 on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820. As of December 31, 2020, the Company maintains a contingent stock liability based on observable market data relating to the CPA Global acquisition that occurred on October 1, 2020. Changes in the contingent stock liability are recorded to Selling, general and administrative costs in the Consolidated Statements of Operations. The contingent stock liability is recorded in Accrued expenses and other current liabilities and is classified as Level 2 in the fair value hierarchy. The amount is payable 110 days after 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 on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820. As of December 31, 2020, the Company maintains a liability associated with the CPA Global Equity Plan, a portion of which was recorded in connection with the acquisition opening balance sheet. Changes in the liability are recorded to Selling, general and administrative costs and Cost of revenues in the Consolidated Statements of Operations. The current and non-current portions of the liability are recorded in Accrued expenses and other current liabilities and Other non-current liabilities, respectively. The current and non-current portions of the receivable asset is recorded in Other current assets and Other non-current assets, respectively. The balances are classified as Level 2 in the fair value hierarchy. This fair value measurement is based on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820. The Company enters into foreign currency contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivatives instruments is to help manage the Company's exposure to foreign exchange rate risks. These contracts are initially recognized at fair value at the date of the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. These contracts generally do not exceed 180 days in duration, and these instruments are carried as assets when the fair value is positive (Other current assets on the Consolidated Balance Sheets), and as liabilities when the fair value is negative (Other current liabilities on the Consolidated Balance Sheets) The resulting gain or loss is recognized in profit or loss (other operating income (expense), net) immediately. The Company assesses the fair value of these instruments, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. The Company receives third party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs. The following table summarizes the changes in Private Placement Warrant Liability as of December 31, 2020 and 2019. Balance at December 31, 2018 $ — Merger recapitalization 64,157 Mark to market adjustment on financial instruments 47,656 Exercise of Private Placement Warrants — Balance at December 31, 2019 $ 111,813 Mark to market adjustment on financial instruments 205,062 Exercise of Private Placement Warrants (4,124) Balance at December 31, 2020 $ 312,751 There were no transfers of assets or liabilities between levels during the years ended December 31, 2020 and 2019. The following table presents the changes in the earn-out for the years ended December 31, 2020 and 2019: Balance at December 31, 2018 $ 7,075 Payment of earn-out liability (1) (2,371) Revaluations included in earnings 6,396 Balance at December 31, 2019 $ 11,100 Payment of earn-out liability (1) (11,701) Revaluations included in earnings 601 Balance at December 31, 2020 $ — (1) See Note 23 - 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 December 31, 2020 and 2019: As Restated December 31, 2020 Level 1 Level 2 Level 3 Total Fair Value Assets Forward contracts asset $ — $ 8,574 $ — $ 8,574 Total — 8,574 — 8,574 Liabilities Warrant liability (As Restated) — — 312,751 312,751 Employee phantom share liability - current — 57,752 — 57,752 Employee phantom share liability - non-current — 393 — 393 Forward contracts liability — 106 — 106 Interest rate swap liability — 5,159 — 5,159 Earn-out liability — — — — Contingent stock liability — 130,594 — 130,594 Total $ — $ 194,004 $ 312,751 $ 506,755 As Restated December 31, 2019 Level 1 Level 2 Level 3 Total Fair Value Liabilities Interest rate swap liability $ — $ 2,778 $ — $ 2,778 Warrant liability (As Restated) — — 111,813 111,813 Earn-out liability — — 11,100 11,100 Total $ — $ 2,778 $ 122,913 $ 125,691 Non-Financial Assets Valued on a Non-Recurring Basis The Company’s long-lived assets, including goodwill, indefinite-lived intangible 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. Effective January 1, 2020, all assets, liabilities, and equity interest of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor Product Line were sold to OpSec Security for a purchase price of $3,751, which approximates fair value of the assets as of December 31, 2019. To measure the amount of impairment related to the divestiture, the Company compared the fair values of assets and liabilities at the evaluation date to the carrying amounts as of December 31, 2019. The loss on impairment was $18,431 as of December 31, 2019. The sale of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor Product Line assets and liabilities are categorized as Level 2 within the fair value hierarchy. The key assumption included the negotiated sales price of the assets and the assumptions of the liabilities. See Note 5 - Assets Held for Sale and Divested Operations for additional information. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities, consisted of the following as of December 31, 2020 and December 31, 2019: December 31, 2020 2019 Employee phantom share plan liability (1) $ 57,752 $ — Contingent stock liability (2) 130,594 — Employee related accruals (3) 98,481 55,155 Accrued professional fees (4) 67,628 46,161 Tax related accruals (5) 45,127 6,994 Other accrued expenses and other current liabilities (6) 170,100 50,907 Total accrued expenses and other current liabilities $ 569,682 $ 159,217 (1) See Note 4 - Business Combinations, Note 11 - Fair Value Measurements, Note 17 - Employment and Compensation Arrangements, Note 25 - Restructuring and Impairment for further information with respect to the employee phantom share plan liabilities. (2) Contingent stock consideration associated with the CPA Global and DRG acquisitions. See Note 4 - Business Combinations and Note 23 - Commitments and Contingencies for further information. (3) Employee related accruals include accrued payroll, bonus and employee commissions. (4) Professional fee related accruals include accrued legal fees, audit fees and contractor fees. (5) Tax related accruals include value-added tax payable and other current taxes payable. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Pension and Other Post-Retirement Benefits | Pension and Other Post‑Retirement Benefits Retirement Benefits Defined contribution plans Employees participate in various defined contribution savings plans that provide for Company-matching contributions. Costs for future employee benefits are accrued over the periods in which employees earn the benefits. Total expense related to defined contribution plans was $13,262, $12,143 and $13,170 for the years ended December 31, 2020, 2019 and 2018, respectively, which approximates the cash outlays related to the plans. Defined benefit plans A limited number of employees participate in noncontributory defined benefit pension plans that are maintained in certain international markets. The plans are managed and funded to provide pension benefits to covered employees in accordance with local regulations and practices. The Company’s obligations related to the defined benefit pension plans is in Accrued expenses and other current liabilities and Other non-current liabilities. The following table presents the changes in projected benefit obligations, the plan assets, and the funded status of the defined benefit pension plans: December 31, 2020 2019 Obligation and funded status: Change in benefit obligation Projected benefit obligation at beginning of year $ 16,563 $ 14,486 Service costs 1,136 870 Interest cost 292 311 Plan participant contributions 124 114 Actuarial losses 695 1,492 Acquisition/Business Combination/Divestiture 2,393 — Benefit payments (357) (312) Expenses paid from assets (40) (36) Settlements — (89) Curtailment (510) — Effect of foreign currency translation 1,319 (273) Projected benefit obligation at end of year $ 21,615 $ 16,563 Change in plan assets Fair value of plan assets at beginning of year $ 5,487 $ 5,184 Actual return on plan assets 213 198 Settlements — (89) Plan participant contributions 124 113 Acquisition/Business Combination/Divestiture 99 — Employer contributions 583 533 Benefit payments (357) (312) Expenses paid from assets (40) (36) Effect of foreign currency translation 556 (104) Fair value of plan assets at end of year 6,665 5,487 Unfunded status $ (14,950) $ (11,076) The following table summarizes the amounts recognized in the Consolidated Balance Sheets related to the defined benefit pension plans: December 31, 2020 2019 Current liabilities $ (902) $ (635) Non-current liabilities $ (14,048) $ (10,441) AOCI $ 1,195 $ 470 The following table provides information for those pension plans with an accumulated benefit obligation in excess of plan assets and projected benefit obligations in excess of plan assets: December 31, 2020 2019 Plans with accumulated benefit obligation in excess of plan assets: Accumulated benefit obligation $ 18,991 $ 15,465 Fair value of plan assets $ 6,665 $ 5,487 Plans with projected benefit obligation in excess of plan assets: Projected benefit obligation $ 21,615 $ 16,563 Fair value of plan assets $ 6,665 $ 5,487 The components of net periodic benefit cost changes in plan assets and benefit obligations recognized as follows: December 31, 2020 2019 2018 Service cost $ 1,136 $ 870 $ 888 Interest cost 292 311 283 Expected return on plan assets (178) (157) (150) Amortization of actuarial gains (46) (76) (78) Settlement/(Curtailment) (499) 7 — Net periodic benefit cost $705 $ 955 $ 943 The following table presents the weighted-average assumptions used to determine the net periodic benefit cost as of: December 31, 2020 2019 Discount rate 1.60 % 2.26 % Expected return on plan assets 3.00 % 3.00 % Rate of compensation increase 3.78 % 3.68 % Social Security increase rate 2.50 % 2.50 % Pension increase rate 1.80 % 1.80 % The following table presents the weighted-average assumptions used to determine the benefit obligations as of: December 31, 2020 2019 Discount rate 1.66 % 1.60 % Rate of compensation increase 5.18 % 3.77 % Social Security increase rate 2.50 % 2.50 % Pension increase rate 1.80 % 1.80 % The Company determines the assumptions used to measure plan liabilities as of the December 31 measurement date. The discount rate represents the interest rate used to determine the present value of the future cash flows currently expected to be required to settle the Company’s defined benefit pension plan obligations. The discount rates are derived using weighted average yield curves on corporate bonds. The cash flows from the Company’s expected benefit obligation payments are then matched to the yield curve to derive the discount rates. At December 31, 2020, the discount rates ranged from 0.35% to 5.20% for the Company’s pension plan and postretirement benefit plan. At December 31, 2019, the discount rates ranged from 0.45% to 6.45% for the Company’s pension plan and postretirement benefit plan. Plan Assets The general investment objective for our plan assets is to obtain a rate of investment return consistent with the level of risk being taken and to earn performance rates of return as required by local regulations for our defined benefit plans. For such plans, the strategy is to invest primarily 100% in insurance contracts. Plan assets held in insurance contracts do not have target asset allocation ranges. The expected long-term return on plan assets is estimated based off of historical and expected returns. As of December 31, 2020, the expected weighted-average long-term rate of return on plan assets was 3%. The fair value of our plan assets and the respective level in the far value hierarchy by asset category is as follows: December 31, 2020 December 31, 2019 Fair value measurement of pension plan assets: Level 1 Level 2 Level 3 Total Assets Level 1 Level 2 Level 3 Total Assets Insurance contract $ — — 6,665 $ 6,665 $ — — 5,487 $ 5,487 The fair value of the insurance contracts is an estimate of the amount that would be received in an orderly sale to a market participant at the measurement date. The amount the plan would receive from the contract holder if the contracts were terminated is the primary input and is unobservable. The insurance contracts are therefore classified as Level 3 investments. The following table provides the estimated pension benefit payments that are payable from the plans to participants as of December 31, 2020 for the following years: 2021 $ 1,005 2022 1,284 2023 1,240 2024 1,397 2025 1,510 2026 to 2030 6,985 Total $ 13,421 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of the Company’s debt: December 31, 2020 December 31, 2019 Type Maturity Effective Carrying Effective Carrying Senior Secured Notes (2026) 2026 4.500 % $ 700,000 4.500 % $ 700,000 Term Loan Facility (2026) 2026 3.626 % 2,847,400 5.049 % 900,000 The Revolving Credit Facility 2024 — % — 5.049 % 65,000 Total debt outstanding 3,547,400 1,665,000 Debt issuance costs (51,309) (25,205) Term Loan Facility, discount (9,591) (2,184) Short-term debt, including current portion of long-term debt (28,600) (9,000) Long-term debt, net of current portion and debt issuance costs $ 3,457,900 $ 1,628,611 The loans were priced at market terms and collectively have a weighted average interest rate and term of 3.799% and 4.818% for the year ended December 31, 2020 and 2019, respectively. Financing Transactions Senior Secured Notes due 2026 On October 31, 2019, we closed a private placement offering of $700,000 in aggregate principal amount of Senior Secured Notes ("Notes") due 2026 bearing interest at 4.50% per annum, payable semi-annually to holders of record in May and November. The first interest payment was paid in May 2020. The Notes due 2026 were issued by Camelot Finance S.A., an indirect wholly-owned subsidiary of Clarivate, and are secured on a first-lien pari passu basis with borrowings under the Credit Facilities. These Notes are guaranteed on a joint and several basis by certain Clarivate subsidiaries. The Notes will be general senior secured obligations of the Issuer and will be secured on a first-priority basis by the collateral now owned or hereafter acquired by the Issuer and each of the Guarantors that secures the Issuer’s and such Guarantor’s obligations under the New Senior Credit Facility (subject to permitted liens and other exceptions). We used the net proceeds from the offering of the Notes due 2026, together with proceeds from the $900,000 Term Loan Facility and a $250,000 Revolving Credit Facility with a $40,000 letter of credit sub-limit, collectively the "Credit Facilities" discussed below to, among other things, redeem the 7.875% senior notes due 2024 issued by Camelot Finance S.A. ("Prior Notes") in full, refinance all amounts outstanding under the $175,000 revolving credit facility which was governed by the credit agreement dated as of October 3, 2016 ("Prior Revolving Credit Facility") and the $1,550,000 term loan facility ("Prior Term Loan Facility"), collectively the "Prior Credit Facilities", fund in full the TRA Termination Payment pursuant to the TRA Buyout Agreement and pay fees and expenses related to the foregoing. We redeemed the Prior Notes at a fixed price of 103.938%, plus accrued and unpaid interest to the date of the purchase. The total loss on the extinguishment of debt, including the transactions noted below, was $3,179. 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. 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 its expiration on closing of the acquisition. On October 1, 2020, in connection with the CPA Global acquisition, the Company incurred an incremental $1,600,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822 of outstanding debt. Previously, the Company had secured the backstop of a $1,500,000 fully committed bridge facility. However, the Company obtained all required financing with proceeds from the additional term loan borrowings and the bridge facility remained undrawn through its expiration on closing of the acquisition. The Notes are subject to redemption as a result of certain changes in tax laws or treaties of (or their interpretation by) a relevant taxing jurisdiction at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption, and upon certain changes in control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. Additionally, at the Company’s election the Notes may be redeemed (i) prior to November 1, 2022 at a redemption price equal to 100% of the aggregate principal amount of Notes being redeemed plus a “make-whole” premium, plus accrued and unpaid interest to the date of redemption or (ii) prior to November 1, 2022, the Company may use funds in an aggregate amount not exceeding the net cash proceeds of one or more specified equity offerings to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 104.500% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest and additional amounts to the date of redemption provided that at least 50% of the original aggregate principal amount of the Notes issued on the Closing Date remains outstanding after the redemption (or all Notes are redeemed substantially concurrently) and the redemption occurs within 120 days of the date of the closing of such equity offering or (iii) on November 1, 2022 of each of the years referenced below based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption. Period Redemption Price 2022 102.250 % 2023 101.125 % 2024 and thereafter 100.000 % The Indenture governing the senior secured notes due 2026 contains covenants which, among other things, limit the incurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the transfer or sale of assets, and the creation of certain liens. As of December 31, 2020, we were in compliance with the indenture covenants. Credit Facilities On October 31, 2019, we entered into the Credit Facilities. The Credit Facilities consist of a $900,000 Term Loan Facility, which was fully drawn at closing, and a $250,000 Revolving Credit Facility with a $40,000 letter of credit sublimit, which was undrawn at closing. The Revolving Credit Facility carries an interest rate at LIBOR plus 3.25% per annum or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing, and matures on October 31, 2024. The Revolving Credit Facility interest rate margins will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement). The Term Loan Facility matures on October 31, 2026. Principal repayments under the Term Loan Facility are due quarterly in an amount equal to 0.25% of the aggregate outstanding principal amount borrowed under the Term Loan Facility on October 31, 2019 and on the maturity date, in an amount equal to the aggregate outstanding principal amount on such date, together in each case, with accrued and unpaid interest. The Prior Credit facility and Prior Notes were replaced by the Credit Facility and Notes. $41,980 of old unamortized discount and fees were written off as part of the restructuring, and of the new costs incurred under the Credit Facility and the Notes, $17 was expensed and $25,818 was deferred. On October 1, 2020, the Company borrowed $60,000 on the existing Revolving Credit Facility and used the net proceeds from such borrowings to fund the debt extinguishment costs in connection with funding of the repayment of CPA Global's parent company outstanding debt. During the year ended December 31, 2020, the Company paid down $125,000 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 0.375% per annum. Borrowings under the Credit Facility bear interest at a floating rate which can be, at our option, either (i) a Eurocurrency rate plus an applicable margin or (ii) an alternate base rate (equal to the highest of (i) the rate which Bank of America, N.A. announces as its prime lending rate, (ii) the Federal Funds Effective Rate plus one-half of 1.00% and (iii) the Eurocurrency rate for an interest period of one month for loans denominated in dollars plus 1.00% plus an applicable margin, in either case, subject to a Eurocurrency rate floor of 0.00%. Commencing with the last day of the first full quarter ending after the closing date of the Credit Facilities, the Term Loan Facility will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the original par principal amount thereof, with the remaining balance due at final maturity. The Credit Facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities, subject to customary exceptions. The Credit Agreement governing the Credit Facilities contains customary events of default and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate transactions or incurring certain liens. The Credit Facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the senior secured notes due 2026), voluntary and involuntary bankruptcy proceedings, material money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change of control events and other customary events of default, in each case subject to threshold, notice and grace period provisions. The Revolving Credit Facility provides for revolving loans, same-day borrowings and letters of credit pursuant to commitments in an aggregate principal amount of $250,000 with a letter of credit sublimit of $40,000. Proceeds of loans made under the Revolving Credit Facility may be borrowed, repaid and reborrowed prior to the maturity of the Revolving Credit Facility. Our ability to draw under the Revolving Credit Facility or issue letters of credit thereunder will be conditioned upon, among other things, delivery of required notices, accuracy of the representations and warranties contained in the Credit Agreement and the absence of any default or event of default under the Credit Agreement. With respect to the Credit Facilities, the Company may be subject to certain negative covenants, including either a fixed charge coverage ratio, total first lien net leverage ratio, or total net leverage ratio if certain conditions are met. These conditions were not met and the Company was not required to perform these covenants as of December 31, 2020 . The obligations of the borrowers under the Credit Agreement are guaranteed by UK Holdco and certain of its restricted subsidiaries and are collateralized by substantially all of UK Holdco’s and certain of its restricted subsidiaries’ assets (with customary exceptions described in the Credit Agreement). 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 December 31, 2020, letters of credit totaling $5,262 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, as of December 31, 2020 the Company had an unsecured corporate guarantee outstanding for $11,466 and cash collateralized letters of credit totaling $38, all of which were not collateralized by the Revolving Credit Facility. The Company borrowed $0 and $65,000 against the Revolving Credit Facility as of December 31, 2020 and 2019, respectively, to support current operations. Amounts due under all of the outstanding borrowings as of December 31, 2020 for the next five years are as follows: 2021 $ 28,600 2022 28,600 2023 28,600 2024 28,600 2025 28,600 Thereafter 3,404,400 Total maturities 3,547,400 Less: capitalized debt issuance costs and original issue discount (60,900) Total debt outstanding as of December 31, 2020 $ 3,486,500 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregated Revenues The tables below show the Company’s disaggregated revenue for the periods presented: Year ended December 31, 2020 2019 2018 Subscription revenues $ 867,731 $ 805,518 $ 794,097 Transactional revenues 294,889 169,265 177,523 Re-occurring revenues 114,528 — — Total revenues, gross 1,277,148 974,783 971,620 Deferred revenues adjustment (1) (23,101) (438) (3,152) Total revenues, net $ 1,254,047 $ 974,345 $ 968,468 (1) Reflects the deferred revenue adjustment as a result of purchase accounting. Cost to Obtain a Contract The Company has prepaid sales commissions included in both Prepaid expenses and Other non-current assets on the balance sheets. The amount of prepaid sales commissions included in Prepaid expenses was $13,970 and $12,387 as of December 31, 2020 and 2019, respectively. The amount of prepaid sales commissions included in Other non-current assets was $14,102 and $11,620 as of December 31, 2020 and 2019, respectively. The Company has not recorded any impairments against these prepaid sales commissions. 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 (12/31/2020) 737,733 707,318 41,399 (Increase)/decrease $ (403,875) $ (299,993) $ (21,676) Opening (1/1/2019) $ 331,295 $ 391,102 $ 17,112 Closing (12/31/2019) 333,858 407,325 19,723 (Increase)/decrease $ (2,563) $ (16,223) $ (2,611) Opening (1/1/2018) $ 317,808 $ 361,260 $ 15,796 Closing (12/31/2018) 331,295 391,102 17,112 (Increase)/decrease $ (13,487) $ (29,842) $ (1,316) The amounts of revenues recognized in the period that were included in the opening deferred revenues balances $400,656, $391,102 and $361,260 for years ended 2020, 2019, and 2018, respectively. This revenue consists primarily of subscription revenue. Transaction Price Allocated to the Remaining Performance Obligation As of December 31, 2020, approximately $70,576 of revenues is expected to be recognized in the future from remaining performance obligations, excluding contracts with a remaining duration of one year or less. The Company expects to recognize revenue on approximately 48.8% of these performance obligations over the next 12 months. Of the remaining |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 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 years vesting. See Note 17 - Employment and Compensation Arrangements for additional detail related to the options. There were no share subscriptions received prior to or following the close of the 2019 Transaction as of December 31, 2020. Post-2019 Transaction Immediately prior to the closing of the 2019 Transaction, there were 87,749,999 shares of Churchill ordinary stock issued and outstanding, consisting of (i) 68,999,999 public shares (Class A) and (ii) 18,750,000 founder shares (Class B). On May 13, 2019, in connection with the 2019 Transaction, all of the Class B ordinary stock converted into Class A ordinary stock of the post-combination company on a one-for-one basis, and effected the reclassification and conversion of all of the Class A ordinary stock and Class B ordinary stock into a single class of ordinary stock of Clarivate Plc. One stockholder elected to have one share redeemed in connection with the 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 17 - 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 December 31, 2020 there were unlimited shares of ordinary stock authorized, and 606,329,598 shares issued and outstanding, with a par value of $0.00. The Company held 6,325,860 and 0 shares as treasury shares as of December 31, 2020 and December 31, 2019, respectively. The Company’s ordinary stockholders are entitled to one vote per share. Warrants Upon consummation of the 2019 Transaction, the Company had warrants outstanding to purchase an aggregate of 52,800,000 ordinary shares. Each outstanding whole warrant of Churchill represents the right to purchase one ordinary share of the Company in lieu of one share of Churchill ordinary stock upon closing of the 2019 Transaction at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing upon the later of (i) 30 days after the completion of the 2019 Transaction and (ii) September 11, 2019. The holder does not have the right to exercise the Warrants to the extent that they would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the shares of ordinary stock outstanding immediately after giving effect to such exercise. As of December 31, 2019, 100,114 warrants had been exercised. 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 that remained 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 December 31, 2020, no public warrants were outstanding. Merger Shares Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate that are issuable to persons designated by Messrs. Stead and Klein, including themselves, 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 all performance vesting conditions associated with the Merger Shares (as defined below). The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. See Note 17 - Employment and Compensation Arrangements for additional detail related to the Merger Shares. 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 the closing, which will take place on February 28, 2021. See Note 4 - Business Combinations for additional details. CPA Global Acquisition Shares In connection with the CPA Global acquisition, on October 1, 2020, the Company issued as part of the purchase consideration, 210,357,918 ordinary shares of the Company. See Note 4 - Business Combinations for additional details and see also Note 27 - Subsequent Events. |
Employment and Compensation Arr
Employment and Compensation Arrangements | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Employment and Compensation Arrangements | Employment and Compensation Arrangements Employee Incentive Plans Prior to the 2019 Transaction, the Company operated under its 2016 Equity Incentive Plan, which provided for certain employees of the Company to be eligible to participate in equity ownership in the Company. On May 8, 2019, in anticipation of the 2019 Transaction, the Board adopted the 2019 Incentive Award Plan, which was an amendment, restatement and continuation of the 2016 Equity Incentive Plan. Upon closing of the 2019 Transaction, awards under the 2016 Equity Incentive Plan were converted using the exchange ratio established during the 2019 Transaction and assumed into the 2019 Incentive Award Plan (See Note 4 - Business Combinations). 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 share-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 16 - 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 December 31, 2020 and 2019, 42,785,926 and 37,302,599, respectively, awards have not been granted. The 2020 figure includes PSU awards at grant. Refer to the PSU section below for specifications of payout of these awards deemed probable. Total share-based compensation expense included in the Consolidated Statements of Operations amounted to $70,472, $51,383, and $13,715 for the years ended December 31, 2020, 2019, and 2018, respectively. The total associated tax benefits recognized amounted to $30,620, $751, and $2,740 for the years ended December 31, 2020, 2019, and 2018, respectively. The Company’s Management Incentive Plan provides for certain employees of the Company to be eligible to purchase shares of the Company. See Note 16 - Shareholders’ Equity for additional information. Along with each subscription, employees may receive a corresponding number of options to acquire additional ordinary shares subject to five years vesting. As of December 31, 2020 and 2019, there was $0 and $6,873, respectively, of total unrecognized compensation cost related to outstanding stock options. Stock Options The Company’s stock option activity is summarized below: Number of Weighted Weighted-Average Aggregate Balance at December 31, 2019 20,880,225 $ 12.18 7.3 $ 105,119 Granted — — 0 — Expired (3,964) 29.33 0 — Forfeited (972,781) 12.07 0 — Exercised (12,042,862) 11.67 0 — Outstanding as of December 31, 2020 7,860,618 $ 12.95 6.2 $ 131,956 Vested and exercisable at December 31, 2020 7,860,618 $ 12.95 6.2 $ 131,956 The aggregate intrinsic value in the table above represents the difference between the Company’s most recent valuation and the exercise price of each in-the-money option on the last day of the period presented. 12,042,862 and 2,416,534 stock options were exercised as of December 31, 2020 and 2019, respectively. The total intrinsic value of stock options exercised was approximately $150,381 and $25,123 during the years ended December 31, 2020 and 2019, respectively. 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 weighted-average fair value of options granted per share was $0 and $2.94 as of December 31, 2020 and 2019, respectively. In connection with the sale and divestiture of non-core assets and liabilities within the IP segment on November 6, 2020, the Company accelerated 43,605 unvested stock options, which resulted in recognition of $791 of compensation expense during the year ended December 31, 2020. On November 30, 2020, the Company accelerated the vesting of approximately 3,530,000 remaining unvested stock options of the original 28,400,000 issued pursuant to the private company equity plan adopted in 2016 at the time of the formation of Clarivate as a standalone business after its divestiture from Thomson Reuters, including the previously disclosed unvested options held by key officers of the Company. The Company views this as an appropriate step to take at this time to streamline the Company’s equity compensation program by easing the administration of the plan and by allowing the Company to better manage the logistics and vesting of these options. The accelerated vesting resulted in the recognition of approximately $2,007 of compensation expense during the year ended December 31, 2020. 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 The assumptions used to value the Company’s options granted during the period presented and their expected lives were as follows: December 31, 2020 2019 2018 Weighted-average expected dividend yield — — — % Expected volatility 34.05% - 39.43% 19.52% - 20.26% 21.00% - 23.05% Weighted-average expected volatility 34.79 % 19.87 % 21.86 % Weighted-average risk-free interest rate 0.14 % 2.43 % 3.02 % Expected life (in years) 1 7.3 8.5 Restricted Stock Units (“RSUs”) RSUs typically vest from one Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 293,182 $ 16.75 Granted 1,918,288 22.12 Vested (289,641) 17.17 Forfeited (111,283) 21.19 Outstanding as of December 31, 2020 1,810,546 $ 19.30 During the fourth quarter, as a result of divestitures and restructuring activities, there was an acceleration of 5,846 unvested RSUs, which resulted in recognition of $121 of compensation expense during the year ended December 31, 2020. On November 12, 2020, 354,096 RSU awards were granted with a one year vesting period, which resulted in recognition of $1,300 of compensation expense during the year ended December 31, 2020. The total fair value of RSUs that vested during the year ended December 31, 2020 and 2019 was $4,972 an d $544, respectively. Performance Stock Units (“PSUs”) The Company began granting PSUs (the "Original PSUs") to certain members of management on April 1, 2020 under the 2019 Incentive Award Plan. The Original PSUs typically vest over three years and are subject to performance condition with a modifier of relative TSR as compared to the S&P 500 for vesting. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. In years one and two of the three year vesting period, it was not possible to predict the likelihood of achieving the target and therefore, the performance condition was deemed not probable as of December 31, 2020. Accordingly, no compensation expense was recognized for the year ended December 31, 2020. During December of 2020, the Human Resources and Compensation Committee (the “HRCC”) considered the need to continue to align the interests of our named executive officers with those of Clarivate’s shareholders and to compensate our named executive officers for the significant value created for shareholders in 2020. In addition, the HRCC considered the effects of the Covid-19 pandemic on the value of the Original PSUs granted to our named executive officers earlier in 2020, which are eligible to vest based on the achievement of certain three-year financial performance metrics. In choosing the primary performance goals for the Original PSUs, the HRCC had not anticipated the Covid-19 pandemic and its impact on certain elements of performance, which significantly reduced the anticipated value of the Original PSUs. The Company made a one-time grant of additional PSUs to certain key employees, including its named executive officers on December 17, 2020 under the 2019 Incentive Award Plan. The PSUs are eligible to vest based upon Clarivate’s three-year total shareholder return (“TSR”) as compared to the TSR of the S&P 500 for the same period (the “TSR PSUs”). The TSR PSUs cover the period from January 1, 2020 to December 31, 2022 and have a payout range of 0% to 120% of target. The TSR PSU grants vest over three years and are subject to market conditions for vesting. The probability of achieving the market conditions are incorporated into the fair value of the award, and related expense is recognized over the vesting period. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. Accordingly, the Company recognized $178 of compensation expense for the year ended December 31, 2020. In the event that the Original PSUs vest, the TSR PSUs will be forfeited. Number of Shares (1) Weighted Outstanding as of December 31, 2019 — $ — Granted - Original PSUs 582,217 22.51 Granted - TSR PSUs 291,108 $ 30.46 Outstanding as of December 31, 2020 873,325 $ 25.16 (1) The PSUs number of shares are at grant amount and are not reflective of the maximum shares that may ultimately be issued, if any. Warrants In connection with the acquisition of Churchill Capital Corp consummated on May 13, 2019, the Company had warrants outstanding for certain individuals to purchase an aggregate of 52,800,000 ordinary shares with an exercise price of $11.50 per share, consisting of 34,500,000 public warrants and 18,300,000 Private Placement Warrants. As of December 31, 2020, no public warrants were outstanding. On November 23, 2020, one individual exercised warrants for 274,000 ordinary shares through a cashless redemption in which 110,484 shares were withheld to cover the exercise price. The net impact of the redemption was an issuance of 163,516 shares. As of December 31, 2020, there were 18,026,000 ordinary shares outstanding for Private Placement Warrants. The following table summarizes the changes in Private Placement Warrant shares outstanding as of December 31, 2020 and December 31, 2019. Number of Shares Weighted Average Fair Value per Share Outstanding at December 31, 2018 — $ — Merger Recapitalization 18,300,000 3.51 Exercise of Private Placement Warrants — — Outstanding at December 31, 2019 18,300,000 $ 6.11 Exercise of Private Placement Warrants (274,000) 15.05 Outstanding at December 31, 2020 18,026,000 $ 17.35 2019 Transaction Related Awards Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate (the "Merger Shares") 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. In accordance with the terms of the Sponsor Agreement and in connection with our merger with Churchill in 2019, the Merger Shares were issued to persons designated by Messrs. Stead and Klein. On January 31, 2020, our Board agreed to waive the performance vesting condition, and the Merger Shares became issuable on or prior to December 31, 2020 to persons designated by Messrs. Stead and Klein. We engaged a third party specialist to fair value the awards at the modification date using the Monte Carlo simulation approach. The assumptions in the model included, but were not limited to, risk-free interest rate, 1.33%; expected volatility of the Company's and its peer group's stock prices, 20.00%; and dividend yield, 0.00%. The Company has evaluated and recorded additional stock compensation expense as required upon the assignment of Merger Shares as applicable. The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. The Company recognized $13,720 of exp ense during the year ended December 31, 2020, in Share-based compensation expense as a result of the waived performance vesting conditions. The Sponsor Agreement provided that certain ordinary shares of Clarivate available for distribution to persons designated in the Sponsor Agreement in connection with the Transactions, and certain Clarivate warrants available for distribution to such persons, in each case, were subject to certain time and performance-based vesting provisions described below. The vesting conditions added to certain ordinary shares include the following: 5,309,713 ordinary shares of Clarivate held by persons designated in the Sponsor Agreement, will vest in three 2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate’s ordinary shares is at least $15.25 on or before the date that is 42 months after the closing of the 2019 Transaction; provided that none of such Clarivate ordinary shares will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company. 2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate’s ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the 2019 Transaction; provided that none of such Clarivate ordinary shares will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company. The vesting conditions added to certain warrants include the following: 17,265,826 of certain warrants held by persons designated in the Sponsor Agreement, will vest at such time as the last sale price of Clarivate’s ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the 2019 Transaction; provided that none of such Clarivate warrants will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company. In considering the terms of the transaction related awards, the Company notes that the time based vesting restrictions were not conditioned on any continuing or future service of the holders to the Company, and reflect “lock-up” periods of the issuable shares. Further, the above mentioned performance-based restrictions were considered market conditions pursuant to ASC 718, and are contemplated in the value of the awards. As such vesting restrictions were contemplated in conjunction with the granting of the merger shares (See Note 16 - Shareholders’ Equity), the Company considered such terms of the total basket of transaction awards in determination of the fair value of the awards. As no continued or future service was required by the holders of such awards, the Company recognized compensation expense in the second quarter of 2019 based on the fair value of such awards upon closing of the 2019 Transaction. The Company recognized $25,013 expense, net in Share-based compensation expense as of the date of the 2019 Transaction in accordance with the issuance of the merger shares offset by the addition of vesting terms to certain ordinary shares and warrants, as described above. The expense included the increases in value of $48,102 for the granting of merger shares, the increase in value of $1,193 for ordinary shares with only time vesting conditions, and the increase in value of shares purchased by the Founders immediately prior to the transaction of $4,411, all offset by the reduction in value of $9,396 for ordinary shares with performance vesting condition of $15.25, the reduction in value of $13,101 for ordinary shares with performance vesting condition of $17.50 and the reduction in value of $6,297 related to warrants. Pursuant to the Sponsor Agreement, certain founders of Churchill Capital Corp purchased an aggregate of 1,500,000 shares of Class B ordinary stock of Churchill immediately prior to the closing of the 2019 Transaction for an aggregate purchase price of $15,000. We used a third-party specialist to fair value the awards at the 2019 Transaction close date of May 13, 2019 using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, 2.20%; expected volatility of the Company’s and the peer group’s stock prices, 20.00%; and dividend yield, 0.00%. A discount for lack of marketability (“DLOM”) was applied to shares that are subject to remaining post vesting lock up restrictions. The DLOM was between 3% - 7% dependent on the length of the post vesting restriction period. On August 14, 2019, Clarivate (on its behalf and on behalf of its subsidiaries) agreed to waive the performance and time vesting conditions, described above, subject to the consummation of the secondary offering. These shares and warrants nevertheless remain subject to a lock-up for a period ranging from two CPA Global Equity Plan The acquired CPA Global business had a legacy phantom equity compensation plan. Under the CPA Global Equity Plan, there are two groups of employee participants, including a non-management employee participant group and a management participant group. The vesting period for the management participant group plan includes both a lock up period vesting date of October 1, 2021, and, for certain grants that were issued, an extended lock up period vesting date of October 1, 2022. The non-management employee participant group included a lock up period vesting period of October 1, 2021. Under the plan, participants who cease to be employed prior to vesting would forfeit their awards. Additionally, the vesting of awards for severed participants will accelerate and be expensed upon termination. Given that the awards will be settled in cash, they are accounted for as a liability award in accordance with ASC 718. The liability balance is marked to market at the end of each reporting period. Expenses include the acceleration of equity based awards for severed individuals under the CPA Global Equity Plan. In connection with the purchase accounting in accordance with ASC 805, the Company performed an analysis by grant date to attribute the liability between the pre-and-post combination periods. Accordingly, the Company recorded a pre- combination liability of $19,478 which was offset to goodwill in acquisition accounting. The post-combination liability is accreted over the remaining service periods and the related share-based compensation charge is recorded within the Consolidated Statement of Operations. Given the nature of the lock up periods and the retentive element to the awards for the benefit of Clarivate, post acquisition share-based compensation charges of $29,924 were recorded within the Cost of revenues and Selling, general and administrative costs line items of the Consolidated Statement of Operations. To the extent vesting of awards were accelerated for colleagues, the Company accounted for these as a modification and acceleration of share-based compensation charges of $8,543 within the Restructuring and impairment line item of the Consolidated Statement of Operations. Additionally, there was a related adjustment to ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038, or 6,325,860 ordinary shares. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax (benefit)/expense on income/(loss) analyzed by jurisdiction is as follows: Year ended December 31, 2020 (As Restated) 2019 2018 Current U.K. $ 1,288 $ 677 $ 1,014 U.S. Federal 17,540 6,917 6,395 U.S. State 2,861 988 2,146 Other 15,855 9,959 11,061 Total current 37,544 18,541 20,616 Deferred U.K. (15,932) — 85 U.S. Federal (15,020) (824) (5,465) U.S. State (1,013) (223) (227) Other (8,277) (7,293) (9,360) Total deferred (40,242) (8,340) (14,967) Total provision (benefit) for income taxes $ (2,698) $ 10,201 $ 5,649 The components of pre-tax loss are as follows: Year ended December 31, 2020 2019 (As Restated) 2018 U.K. loss $ (347,158) $ (246,688) $ (222,043) U.S. income (loss) (47,198) 3,733 (11,880) Other loss 41,033 (5,477) (2,590) Pre-tax loss $ (353,323) $ (248,432) $ (236,513) A reconciliation of the statutory U.K. income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2020 2019 As Restated 2018 Loss before tax: $ (353,323) $ (248,432) $ (236,513) Income tax (benefit) provision (2,698) 10,201 5,649 Statutory rate 19.0 % 19.0 % 19.0 % Effect of different tax rates 1.8 % (4.0) % (1.2) % BEAT (1.9) % (0.9) % — % Valuation Allowances (21.1) % (17.6) % (18.0) % Share-based compensation 6.6 % (0.2) % (0.3) % Other permanent differences (1.9) % (0.9) % (0.4) % Non-deductible transaction costs (1.4) % (1.7) % — % Withholding tax (0.2) % (0.5) % (0.2) % Tax indemnity — % 3.0 % (2.7) % Sale of Subsidiary — % — % 2.2 % Other (0.1) % (0.2) % (0.8) % Effective rate 0.8 % (4.1) % (2.4) % The tax effects of the significant components of temporary differences giving rise to the Company’s deferred income tax assets and liabilities are as follows: Year ended December 31, 2020 2019 As Originally Reported Adjustment Amendment No. 1 Adjustment Amendment No. 2 As Restated As Originally Reported Adjustment Amendment No. 1 As Restated Accounts receivable $ 1,564 $ — $ (14) $ 1,550 $ 1,346 $ — $ 1,346 Accrued expenses 4,271 — (193) 4,078 4,461 — 4,461 Deferred revenue 12,020 — (64) 11,956 2,679 — 2,679 Other assets 11,230 — 3,331 14,561 5,721 — 5,721 Unrealized gain/loss 208 — — 208 94 — 94 Fixed assets, net 6,298 — (62) 6,237 — — — Debt issuance costs 14,879 — — 14,879 3,176 — 3,176 Goodwill 125,880 — (2,705) 123,175 — — — Operating losses and tax attributes 355,334 4,946 8,390 368,670 177,853 8,102 185,955 Total deferred tax assets 531,684 4,946 8,684 545,314 195,330 8,102 203,432 Valuation allowances (354,409) (4,946) (8,607) (367,962) (165,157) (8,102) (173,259) Net deferred tax assets 177,275 — 77 177,352 30,173 — 30,173 Other identifiable intangible assets, net (437,540) — (4,735) (442,275) (32,834) — (32,834) Other liabilities (72,210) — — (72,210) (21,012) — (21,012) Goodwill — — — — (4,233) — (4,233) Fixed assets, net — — — — (1,153) — (1,153) Total deferred tax liabilities (509,750) — (4,735) (514,485) (59,232) — (59,232) Net deferred tax liabilities $ (332,475) $ — $ (4,658) $ (337,133) $ (29,059) $ — $ (29,059) In the Consolidated Balance Sheets, deferred tax assets and liabilities are shown net if they are in the same jurisdiction. The components of the net deferred tax liabilities as reported on the Consolidated Balance Sheets are as follows: December 31, 2020 2019 Deferred tax asset $ 29,863 $ 19,488 Deferred tax liability (366,996) (48,547) Net deferred tax liability $ (337,133) $ (29,059) The Tax Cuts and Jobs Act (the Act) was enacted in the US on December 22, 2017. Of most relevance to the Company, the Act reduced the US federal corporate income tax rate to 21% from 35%, established a Base Erosion Anti-Abuse Tax (“BEAT”) regime and changed the provisions limiting current interest deductions and use of NOL carryforwards. Certain new provisions are effective for the Company beginning December 1, 2018 and did not have a material impact to the 2018 financial statements. Deferred Tax Assets and Liabilities As of December 31, 2017, we remeasured certain deferred tax assets and liabilities based on the rates at which they were expected to reverse in the future (which was generally 21% for the US and 25% for Belgium), by recording a tax benefit amount of $2,237 (provisional) related to the US and $14,290 related to Belgium. Upon further analysis and refinement of our calculations during the 12 months ended December 31, 2018, it was determined that no adjustment to these amounts was necessary. The Company is required to assess the realization of its deferred tax assets and the need for a valuation allowance. The assessment requires judgment on the part of management with respect to benefits that could be realized from future taxable income. The valuation allowance is $367,962 and $173,259 at December 31, 2020 and 2019, respectively against certain deferred tax assets, as it more likely than not that such amounts will not be fully realized. During the years ended December 31, 2020 and 2019, the valuation allowance increased by $194,703 and $39,403, respectively. At December 31, 2020, the Company had U.S. federal tax loss carryforwards of $609,603, U.K. tax loss carryforwards of $519,968, U.S. state tax loss carryforwards of $450,522, Japan tax loss carryforwards of $67,281, and tax loss carryforwards in other foreign jurisdictions of $132,983, respectively. The majority of the unrecognized tax loss carryforwards relate to UK and U.S. The carryforward period for US federal tax losses is twenty years for losses generated in tax years ended prior to December 31, 2017. The expiration period for these losses begins in 2036. For US losses generated in tax years beginning after January 1, 2018, the carryforward period is indefinite. The carryforward period for the U.K. tax losses is indefinite. The carryforward period for US state losses varies, and the expiration period is between 2020 and 2039. The carryforward period for the Japan tax losses is nine years, and the expiration period begins in 2025. The carryforward period of other losses varies by jurisdiction. The Company has not provided income taxes and withholding taxes on the undistributed earnings of foreign subsidiaries as of December 31, 2020 because the Company has determined that the amount of such taxes would not be significant. The Company is not permanently reinvesting its foreign earnings offshore. Deferred Tax Valuation Allowance The following table shows the change in the deferred tax valuation as follows: December 31, 2020 2019 As Originally Reported Restatement Impact Amendment No 1. Restatement Impact Amendment No. 2 As Restated As Originally Reported Restatement Impact As Restated 2018 Beginning Balance, January 1 $ 165,157 $ 8,102 $ — $ 173,259 $ 133,856 $ — $ 133,856 $ 92,944 Change Charged to Expense/(Income) 49,984 (3,156) 5,283 52,111 30,854 8,102 38,956 41,629 Change Charged to CTA 1,667 — 120 1,787 447 — 447 381 Change Charged to OCI — — — — — — — (1,098) Change Charged to Goodwill 137,601 — 3,204 140,805 — — — — Ending Balance, December 31 $ 354,409 $ 4,946 $ 8,607 $ 367,962 $ 165,157 $ 8,102 $ 173,259 $ 133,856 Uncertain Tax Positions Unrecognized tax benefits represent the difference between the tax benefits that the Company is able to recognize for financial reporting purposes and the tax benefits that have been recognized or expect to be recognized in filed tax returns. The total amount of net unrecognized tax benefits that, if recognized, would impact the Company's effective tax rate were $13,721 and $1,145 as of December 31, 2020 and 2019, respectively. As a result of the acquisition of CPA Global, a reserve of $12,098 has been recorded as part of the acquisition accounting related to positions taken in prior tax years by CPA Global. The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of December 31, 2020, the interest and penalties are $5,454 and, as of December 31, 2019, the interest and penalties are $354. It is reasonably possible that the amount of unrecognized tax benefits will change during the next 12 months by approximately $16,500. The Company files income tax returns in the United Kingdom, the United States and various other jurisdictions. As of December 31, 2020, the Company’s open tax years subject to examination were 2015 through 2020, which includes the Company’s major jurisdictions in the United Kingdom and the United States. The following table summarizes the Company’s unrecognized tax benefits, excluding interest and penalties: December 31, 2020 2019 2018 Balance at the Beginning of the year $ 1,145 $ 1,450 $ 91 Increases for tax positions taken in prior years 12,098 — 1,339 Increases for tax positions taken in the current year 518 412 72 Decreases due to statute expirations (40) — (52) Decrease due to payment — (717) — Balance at the End of the year $ 13,721 $ 1,145 $ 1,450 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings Per Share Potential ordinary shares of 32,966,127, 80,873,293, and 24,524,698 of Private Placement Warrants, DRG Transaction Shares, options, RSUs, and PSUs related to the 2019 Incentive Award Plan were excluded from diluted EPS for the year ended December 31, 2020, 2019 and 2018, respectively, as the Company had a net loss and their inclusion would have been anti-dilutive or their performance metric was not met. Potential ordinary shares of 32,966,127 related to Private Placement Warrants, Public Warrants, Merger Shares and options related to the 2019 Incentive Award Plan were excluded from diluted EPS for the year ended December 31, 2020, as the Company had a net loss and their inclusion would have been anti-dilutive or their performance metric was not met. See Note 16 - Shareholders’ Equity and Note 17 - 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 4 - Business Combinations. 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, as restated, for our ordinary stock are calculated as follows (in thousands, except share and per share amounts): Year ended December 31, As Restated 2020 2019 2018 Basic/Diluted EPS Income (loss) available to ordinary stockholders $ (350,625) $ (258,633) $ (242,162) Basic and diluted weighted-average number of ordinary shares outstanding 427,023,558 273,883,342 217,472,870 Basic and diluted EPS $ (0.82) $ (0.94) $ (1.11) |
Other Operating Income, Net
Other Operating Income, Net | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other Operating Income, Net | Other Operating Income, Net Other operating income, net, consisted of the following for the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Net gain on sale of business and other assets (1) $ 28,140 $ — $ 36,072 Tax indemnity asset (2) — — (33,819) Net foreign exchange gain (loss) 19,771 (191) 3,574 Miscellaneous income, net 4,470 5,017 552 Other operating income, net $ 52,381 $ 4,826 $ 6,379 (1) Includes the net gain on sale of Techstreet in 2020 and gain on sale of IPM Product Line in 2018. (2) Reflects the write down of a tax indemnity asset. |
Tax Receivable Agreement (Notes
Tax Receivable Agreement (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Tax Receivable Agreement [Text Block] | At the completion of the 2019 Transaction, we recorded an initial liability of $264,600 payable to the pre-business combination equity holders under the TRA, representing approximately 85% of the calculated tax savings based on the portion of the Covered Tax Assets we anticipate being able to utilize in future years. Based on current projections of taxable income, and before deduction of any specially allocated depreciation and amortization, we anticipated having enough taxable income to utilize a significant portion of these specially allocated deductions related to the original Covered Tax Assets (as defined in the TRA). Total payments related to the TRA could be up to a maximum of $507,326 if all Covered Tax Assets are utilized. TRA payments were expected to commence in 2021 (with respect to taxable periods ending in 2019) and would have been subject to deferral, at the Company’s election, for payment amounts in excess of $30,000 for payments to be made in 2021 and 2022, but would not be subject to deferral thereafter. The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact the liability under the TRA. We have determined it is more-likely-than-not we will be unable to utilize all of our deferred tax assets (“DTAs”) subject to the TRA; therefore, we have not recorded a liability under the TRA related to the tax savings we may realize from the utilization of NOL carryforwards and the amortization related to basis adjustments created by the Transaction. If utilization of these DTAs becomes more-likely-than-not in the future, at such time, we will record liabilities under the TRA of up to an additional $134,377 as a result of basis adjustments under the Internal Revenue Code and up to an additional $108,350 related to the utilization of NOL and credit carryforwards, which will be recorded through charges to our statements of operations. However, if the tax attributes are not utilized in future years, it is possible no amounts would be paid under the TRA. In this scenario, the reduction of the liability under the TRA would result in a benefit to our statements of operations. |
Product and Geographic Sales In
Product and Geographic Sales Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Product and Geographic Sales Information | Segment Information The Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). Prior to the fourth quarter of 2020, the Company’s CODM previously assessed the Company-wide performance and allocated resources based on consolidated financial information. During the four quarter of 2020, in connection with the CPA Global combination, the company realigned its reporting structure and changed the manner in which the CODM allocates resources and assesses performance. The CODM organizes the Company within products lines and, as a result, two new operating segments were created including the Science Group and Intellectual Property Group. The segment reporting changes were retrospectively applied to all periods presented. The CODM evaluates segment performance based primarily on revenue and segment Adjusted EBITDA, as described below. The CODM does not review assets by operating segment for the purposes of assessing performance or allocated resources. Each of the Company’s reportable segments, Science Group and Intellectual Property Group, recognizes revenue in accordance with the revenue recognition policy within Note 3 - Summary of Significant Accounting Policies. No single customer accounted for more than 1% of revenues and our ten largest customers represented only 6%, 5%, and 6% of revenues for the years ended December 31, 2020, 2019, and 2018, respectively. Below is the overview of the solutions offered within each reportable segment. Science: The Science segment consists of the Web of Science and Life Science Product Lines. Both 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. Intellectual Property: The Intellectual Property segment consists of the Derwent, CompuMark, MarkMonitor and CPA Global Product Lines. These Product Lines help manage customer’s end-to-end portfolio of intellectual property from patents to trademarks to corporate website domains. Each of the two operating segments represent the segments for which discrete financial information is available and upon which operation results are regularly evaluated by the CODM in order to assess performance and allocate resources. The CODM evaluates performance based primarily on revenue and segment Adjusted EBITDA. Adjusted EBITDA represents net (loss) income before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), losses on extinguishment of debt, share-based compensation, unrealized foreign currency gains/(losses), costs associated with the transition services agreement with Thomson Reuters, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, costs related to our merger with Churchill Capital Corp in 2019, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. The following table summarizes revenue by reportable segment for the periods indicated: Year ended December 31, 2020 2019 2018 Science Segment $ 736,765 $ 547,542 $ 526,164 Intellectual Property Segment (1) 517,282 426,803 442,304 Total Revenues $ 1,254,047 $ 974,345 $ 968,468 (1) The year ended December 31, 2018 includes revenue of $20,450 generated by the IPM Product Line. We sold the IPM Product Line in October 2018. Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to net income for the periods indicated: As Restated Year Ended December 31, 2020 2019 2018 Science Segment Adjusted EBITDA $ 344,000 $ 240,602 $ 227,709 Intellectual Property Segment Adjusted EBITDA 142,600 53,463 45,152 Total Adjusted EBITDA $ 486,600 $ 294,065 $ 272,861 Benefit (provision) for income taxes 2,698 (10,201) (5,649) Depreciation and amortization (303,150) (200,542) (237,225) Interest, net (111,914) (157,689) (130,805) Transition services agreement costs (650) (10,481) (55,764) Mark to market on financial instruments (205,062) (47,656) — Transition, transformation and integration expense (3,440) (24,372) (69,185) Deferred revenues adjustment (23,101) (438) (3,152) Transaction related costs (99,286) (46,214) (2,457) Share-based compensation expense (70,472) (51,383) (13,715) Gain on sale of assets 1 28,140 — 36,072 Tax indemnity asset — — (33,819) IPM adjusted operating margin — — 5,897 Restructuring (56,138) (15,670) — Legal Settlement — 39,399 — Impairment on assets held for sale — (18,431) — Other 5,150 (9,020) (5,221) Net income attributable to Clarivate $ (350,625) $ (258,633) $ (242,162) (1) Represents a gain on the sale of the Techstreet for the year ended December 31, 2020. Represents a gain on the sale of the IPM Product Line for the year ended December 31, 2018. Consolidated Revenue and Long-Lived Assets Information by Geographic Area Revenues recognized in the U.S. represented 45%, 43%, and 37% of revenues for the years ended December 31, 2020, 2019, and 2018, respectively and no other country accounted for more than 10% of revenues. Revenue by Geography The following table summarizes revenue from external customers by geography, which is based on the location of the customer: Year ended December 31, Revenue: 2020 2019 2018 Americas $ 631,222 $ 463,041 $ 475,897 Europe/Middle East/Africa 365,599 278,738 273,744 APAC 280,327 233,004 221,979 Deferred revenues adjustment (23,101) (438) (3,152) Total $ 1,254,047 $ 974,345 $ 968,468 Assets by Geography Assets are allocated based on operations and physical location. The following table summarizes non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets by geography: Year ended December 31, Assets: 2020 2019 Americas $ 3,238,734 $ 992,469 Europe/Middle East/Africa 10,859,341 2,099,777 APAC 692,623 101,113 Total Assets $ 14,790,698 $ 3,193,359 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 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. Contingencies 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 may include among others, 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. Warrant Liabilities Under Accounting Standards Codification 815, Derivatives and Hedging , ("ASC 815"), warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 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 $3,701 and $2,371 of the contingent purchase price in the year ended December 31, 2020 and 2019, respectively, as a result of Publons achieving the first tier of milestones and performance metrics. The Company had an outstanding liability for $0 and $3,100 related to the estimated fair value of this contingent consideration as of December 31, 2020 and 2019, respectively. The outstanding liability balance is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. In conjunction with the acquisition of Kopernio, the Company paid former shareholders $2,184 during the year ended December 31, 2020, due to the achievement of certain milestones and performance metrics. As a result of the payment, no further obligations exist as of December 31, 2020. 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 year ended December 31, 2020, the Company paid $8,000 of the contingent purchase price to complete the earn-out. As of December 31, 2020 and 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 $27,132 during the year ended December 31, 2020, due to an increase in the estimated fair value of this contingent stock consideration, which resulted in a liability of $86,029 as of December 31, 2020. The outstanding balance was included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets as of December 31, 2020. In conjunction with the acquisition of CPA Global, the Company agreed to pay up to 1,500,000 shares as contingent stock consideration, valued at $46,485 on the closing date of the acquisition. See Note 4 - Business Combinations for more information on the contingent stock consideration. The amount is payable 110 days after the acquisition date and is contingent upon any indemnity losses or claims for indemnity losses as defined in the purchase agreement. The liability decreased by $1,920 during the year ended December 31, 2020, due to an decrease in the estimated fair value of this contingent stock consideration, which resulted in a liability $44,565 as of December 31, 2020. The outstanding balance was included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets as of December 31, 2020. The Company is engaged in various legal proceedings and has been notified of certain purported claims that have arisen in the ordinary course of business. Clarivate does not believe any of these legal proceedings and claims have merit and will vigorously defend against such proceedings and claims. Clarivate has taken what it believes to be adequate reserves related to its litigation and threatened claims. Tax Indemnity In connection with the 2016 Transaction, the Company recorded certain tax indemnification assets pursuant to the terms of the separation and indemnified liabilities identified therein. As a result of counterparty dispute related to certain of the indemnification claims, the Company wrote off $33,819 during the 4th quarter of 2018, which represented a portion of the amount originally recorded, plus accumulated foreign currency impacts. Management continues to interpret the contractual obligation due from Former Parent and its controlled entities (“Thomson Reuters”) as due in full. The asset write down was recorded within Other operating income (expense), net within the Consolidated Statement of Operations. Legal Settlement In September 2019, the Company settled a confidential claim that resulted in a gain. The net gain was recorded in Legal settlement within the Consolidated Statements of Operations during the year ended December 31, 2019. Commitments Unconditional purchase obligations Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions. The Company has various purchase obligations for materials, supplies, outsourcing and other services contracted in the ordinary course of business. These items are not recognized as liabilities in our Consolidated Financial Statements but are required to be disclosed. The contractual terms of these purchase obligations extend through 2025. The Company paid $39,779 towards these purchase obligations during the year ended December 31, 2020. The future unconditional purchase obligations as of December 31, 2020 are as follows: Year ending December 31, 2021 58,061 2022 36,018 2023 26,144 2024 24,367 Thereafter 14,093 Total $ 158,683 |
Related Party and Former Parent
Related Party and Former Parent Transactions | 12 Months Ended |
Dec. 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 2016 Transaction, 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, $470 and $920 in operating expenses related to this agreement for the year ended December 31, 2020, 2019, and 2018, respectively. The Company pays 0.1% interest per annum to Onex for the Credit Agreement. For the year ended December 31, 2020, 2019 and 2018, the Company recognized interest expense, for Onex related interest, of $0, $327 and $905, respectively. The Company had an outstanding liability of $4, $3 and $450 to Onex as of December 31, 2020, 2019 and 2018, 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, $246 and $669, in operating expenses related to this agreement for the years ended December 31, 2020, 2019 and 2018, respectively. The Company had an outstanding liability of $0 and $0 to Baring as of December 31, 2020, and 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. Two controlled affiliate of Baring are vendors of ours. Total payments to these vendors were $830, $765 and $691 for the years ended December 31, 2020, 2019 and 2018, respectively. The Company had an outstanding liability of $237, $160 and $158 as of December 31, 2020, 2019 and 2018, respectively. Three controlled affiliate of Leonard Green & Partners, L.P. are customers of ours. Total revenue with this customer during the period they were a related party was $129, $10,857 and $136 for the year ended December 31, 2020. The Company had an outstanding receivable of $31, $54,656 and $264 as of December 31, 2020. These customers were not a related party in 2019 and 2018. Three controlled affiliate of Leonard Green is a vendor of ours. Total payments to this vendor were $295, $6,934 and $1,817 for the year ended December 31, 2020. The Company had an outstanding liability of $0, $0 and $1,995 as of December 31, 2020. These vendors were not a related party in 2019 and 2018. Jerre Stead, Chief Executive Officer of the Company, is the Co-founder of a vendor of ours. Total payments to this vendor were $0 and $756 for the year ended December 31, 2020 and 2019 the Company had an outstanding liability of $0 and $10 as of December 31, 2020 and 2019. This vendor was not a related party in 2018 or 2020. A former member of our key management is the co-founder of a vendor of ours. Total payments to this vendor were $0, $278 and $865 for the year ended December 31, 2020, 2019 and 2018, respectively. The Company had an outstanding liability of $0, $0 and $332 as of December 31, 2020, and 2019 and 2018, respectively. One of our independent directors has an immediate family member who is a member of management within one of Clarivate’s customers. Total revenue from the Customer was $1,497 and $33 for the years ended December 31, 2020 and 2019, respectively. The Company had $100 and $4 outstanding receivables as of December 31, 2020 and 2019, respectively. This vendor was not a related party in 2018. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring and Impairment During both 2020 and 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we have implemented several cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation, Simplification and Optimization Program, the DRG Acquisition Integration Program and the CPA Global Acquisition, Integration and Optimization Program. Operation Simplification and Optimization Program During the fourth quarter of 2019, the Company approved restructuring actions designed to streamline our operations by simplifying our organization and focusing on two segments in planned phases. The following table summarizes the activity related to the restructuring reserves for the Operation, Simplification and Optimization Program: Operation Simplification and Optimization Program Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2019 $ 9,506 $ — $ 9,506 Expenses recorded 16,069 10,578 26,647 Payments made (20,435) (4,241) (24,676) Noncash items and other adjustments (2) 228 (5,744) (5,516) Reserve Balance as of December 31, 2020 $ 5,368 $ 593 $ 5,961 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Includes $5,025 of impairment charges, $326 of other noncash lease-exit charges, and $393 of other immaterial noncash items relating to contract exits, offset by noncash severance and related benefit costs of $228. Restructuring charges incurred during 2019 included actions to reduce operational costs. Components of the pre-tax charges include $15,424 in severance costs and $246 in other costs incurred during the year ended December 31, 2019. The Science and IP segments incurred $6,924 and $8,746 of the 2019 expense, respectively. The following table is a summary of charges incurred related to the Operation, Simplification and Optimization Program in the year ended December 31, 2020. Year ended December 31, 2020 2019 Severance and related benefit costs $ 16,069 $ 15,424 Costs associated with exit and disposal activities (1) 4,567 246 Costs associated with lease exit costs including impairment (2) 6,011 — Total $ 26,647 $ 15,670 (1) Relates primarily to contract exit costs, legal and advisory fees. (2) Includes $5,025 of charges related to impairment of leases and $986 of lease exit costs. The Science and IP segments incurred $13,559 and $13,087 of the 2020 expense, respectively. The Company does not expect to incur any material expenses after December 31, 2020 with these restructuring efforts. DRG Acquisition Integration Program During the second quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of DRG in planned phases. The following table summarizes the activity related to the restructuring reserves for the DRG Acquisition Integration: DRG Acquisition Integration Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2019 $ — $ — $ — Expenses recorded 5,133 1,464 6,597 Payments made (4,392) (850) (5,242) Noncash items and other adjustments (2) $ — $ (374) $ (374) Reserve Balance as of December 31, 2020 $ 741 $ 240 $ 981 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Relates to a write-off of prepaid rent resulting from restructuring activities. The following table is a summary of charges incurred related to the DRG Acquisition Integration in the year ended December 31, 2020. Year ended December 31, 2020 Severance and related benefit costs $ 5,133 Costs associated with exit and disposal activities (1) 487 Costs associated with lease exit costs including impairment (2) 977 Total $ 6,597 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Includes $977 of lease exit costs. The Science and IP segments incurred $3,286 and $3,311 of the 2020 expense, respectively. The Company does not expect to incur any material expenses after December 31, 2020 with these restructuring efforts. CPA Global Acquisition Integration and Optimization Program During the fourth quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of CPA Global and to streamline our operations simplifying our organization and reducing our leasing portfolio. The following table summarizes the activity related to the restructuring reserves for the CPA Global Acquisition, Integration and Optimization Program : CPA Global Acquisition Integration and Optimization Program Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2019 $ — $ — $ — Expenses recorded (2) 18,716 4,179 22,895 Payments made (591) (251) (842) Noncash items and other adjustments (3) 1,478 (286) 1,192 Reserve Balance as of December 31, 2020 $ 19,603 $ 3,642 $ 23,245 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Expenses include the acceleration of equity based awards for severed individuals under the CPA Global Equity Plan. These expenses will be paid in cash and is accounted for as a liability award. (3) Includes a $1,200 bonus accrual for severed employees and $278 immaterial noncash items, offset by a $286 lease impairment charge. The following table is a summary of charges incurred related to the CPA Global Acquisition Integration in the year ended December 31, 2020. Year ended December 31, 2020 Severance and related benefit costs $ 18,716 Costs associated with exit and disposal activities (1) 3,472 Costs associated with lease exit costs including impairment (2) 707 Total $ 22,895 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Includes $286 of charges related to impairment of leases and $421 of lease exit costs. The Science and IP segments incurred $7,414 and $6,938 of the December 31, 2020 expense, respectively. The Company expects to incur $82,415 of expense after December 31, 2020 with these restructuring efforts expected to conclude in 2022. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following table summarizes certain quarterly results of operations (in thousands except per share data): (As Restated) 2020 First Second Quarter Third Quarter Fourth Quarter (1) Revenues $ 240,592 $ 273,500 $ 284,360 $ 455,595 Income (loss) from operations - (As Restated) $ (28,308) $ 14,246 $ (12,664) $ (9,621) Net income (loss) - (As Restated) $ (129,633) $ (25,281) $ (181,986) $ (13,725) Earnings per share: Basic - (As Restated) $ (0.38) $ (0.07) $ (0.47) $ (0.02) Diluted - (As Restated) $ (0.38) $ (0.07) $ (0.47) $ (0.02) (1) Includes adjustments as part of this Amendment No. 2 relating to errors in the equity plan of CPA Global that were incorrectly included as part of the purchase accounting. Adjustments reflect the impact of share-based compensation charges to Income (loss from operations) and Basic and Diluted Earnings per share. (As Restated) 2019 First Quarter (2) Second Quarter Third Quarter (1) Fourth Quarter Revenues $ 234,025 $ 242,309 $ 242,998 $ 255,013 Loss from operations $ (25,920) $ (36,581) $ (3,555) $ (16,431) Net loss - (As Restated) $ (59,260) $ (103,948) $ (11,005) $ (84,421) Earnings per share: Basic - (As Restated) $ (0.27) $ (0.39) $ (0.04) $ (0.28) Diluted - (As Restated) $ (0.27) $ (0.39) $ (0.04) $ (0.28) (1) In September 2019, the Company settled a confidential claim that resulted in a gain of $39,399. The net gain was recorded in Legal settlement within the Interim Condensed Consolidated Statement of Operations during the three months ended September 30, 2019 and the year ended December 31, 2019. (2) The first quarter of 2019 is as reported without any changes as a result of the restatement given the consummation of the Churchill transaction in May of 2019. R estatement of Previously Issued Unaudited Condensed Consolidated Financial Statements We have restated herein our previously issued unaudited condensed consolidated financial statements for each interim period within the fiscal years ended December 31, 2020 and 2019, see Note 28 - Restatement of Previously Issued Financial Statements for additional information. The following tables represent our restated unaudited condensed consolidated financial statements for each quarter-to-date and year-to-date interim period within the fiscal years ended December 31, 2020 and 2019. The 2020 quarterly restatements will be effective with the filing of our future 2021 unaudited interim condensed consolidated financial statement filings in Quarterly Reports on Form 10-Q. The values as previously reported for the fiscal quarters ended September 30, 2020, June 30, 2020, and March 31, 2020 were derived from our Quarterly Reports on Form 10-Q filed on October 29, 2020, July 30, 2020 and May 4, 2020, respectively. The values as previously reported for the fiscal quarters ended September 30, 2019 and June 30, 2019 were derived from our Quarterly Reports on Form F-1 filed on December 2, 2019 and September 3, 2019 , respectively. The values as previously reported for the fiscal quarter ended March 31, 2019 were derived from our Quarterly Report on Form 6-K filed on May 15, 2019. See Note 28 - Restatement of Previously Issued Financial Statements, for a description of the misstatements in each category of restatements referenced by (1) and (2). Condensed Consolidated Balance Sheets (unaudited) As Restated As of September 30, 2020 As of June 30, 2020 As of March 31, 2020 As of September 30, 2019 As of June 30, 2019 Assets Current assets: Cash and cash equivalents $ 601,075 $ 608,522 $ 308,021 $ 88,812 $ 43,063 Restricted cash 567 2,010 2,850 9 9 Accounts receivable, net of allowance for doubtful accounts of $9,744, $11,074, $15,072, $16,392, $17,192 at September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019, respectively 238,638 279,160 343,177 226,997 270,584 Prepaid expenses 49,240 51,440 52,101 34,927 39,238 Other current assets 18,672 18,960 22,099 10,528 12,577 Assets held for sale 36,059 — — — — Total current assets 944,251 960,092 728,248 361,273 365,471 Computer hardware and other property, net 23,618 24,324 22,953 20,185 18,490 Other intangible assets, net 2,217,227 2,261,549 2,282,348 1,856,346 1,884,521 Goodwill 1,818,354 1,824,258 1,823,084 1,281,504 1,282,842 Other non-current assets 21,836 22,178 22,818 19,368 23,890 Deferred income taxes 25,520 17,161 15,646 19,808 18,072 Operating lease right-of-use assets 99,908 100,622 103,995 91,809 94,950 Total Assets $ 5,150,714 $ 5,210,184 $ 4,999,092 $ 3,650,293 $ 3,688,236 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 19,898 $ 22,068 $ 28,583 $ 27,908 $ 30,396 Accrued expenses and other current liabilities 253,341 228,474 239,661 162,303 126,843 Current portion of deferred revenues 326,098 424,187 472,101 330,786 404,753 Current portion of operating lease liabilities 25,691 24,067 25,375 23,953 24,980 Current portion of long-term debt 12,600 12,600 12,600 15,345 15,345 Liabilities held for sale 25,048 — — — — Total current liabilities 662,676 711,396 778,320 560,295 602,317 Long-term debt 1,910,993 1,913,214 1,915,452 1,305,364 1,307,919 Warrant liabilities 335,988 191,235 167,445 112,179 90,343 Tax receivable agreement — — — 264,000 264,000 Non-current portion of deferred revenues 24,080 19,116 18,774 21,299 22,236 Other non-current liabilities 19,990 16,959 18,553 17,278 19,719 Deferred income taxes 95,527 86,247 94,638 39,256 42,582 Operating lease liabilities 79,147 80,663 80,229 69,694 72,171 Total liabilities 3,128,401 3,018,830 3,073,411 2,389,365 2,421,287 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019; 389,220,967, 387,335,119, 364,938,052, 306,050,763 and 305,268,497 shares issued and outstanding at September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019, respectively 3,264,619 3,262,110 2,968,876 2,074,360 2,064,652 Accumulated other comprehensive income (loss) (5,193) (15,629) (13,349) (6,959) (2,235) Accumulated deficit (1,237,113) (1,055,127) (1,029,846) (806,473) (795,469) Total shareholders' equity 2,022,313 2,191,354 1,925,681 1,260,928 1,266,949 Total Liabilities and Shareholders' Equity $ 5,150,714 $ 5,210,184 $ 4,999,092 $ 3,650,293 $ 3,688,236 Condensed Consolidated Statements of Operations (unaudited) As Restated As Restated As Restated September 30, 2020 June 30, 2020 March 31, 2020 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Three Months Ended Revenues, net $ 284,360 $ 798,452 $ 273,500 $ 514,092 $ 240,592 Operating expenses: Cost of revenues, excluding depreciation and amortization (93,554) (268,614) (92,379) (175,060) (82,682) Selling, general and administrative costs, excluding depreciation and amortization (131,526) (368,247) (103,665) (236,721) (133,055) Depreciation (2,918) (8,151) (2,904) (5,233) (2,329) Amortization (65,696) (168,049) (53,241) (102,353) (49,112) Restructuring and impairment (3,192) (26,792) (15,846) (23,600) (7,754) Other operating income, net (138) 14,675 8,781 14,813 6,032 Total operating expenses (297,024) (825,178) (259,254) (528,154) (268,900) Loss from operations (12,664) (26,726) 14,246 (14,062) (28,308) Mark to market on financial instruments (144,753) (224,175) (23,790) (79,422) (55,632) Interest expense, net (20,244) (72,306) (21,122) (52,062) (30,940) Loss before income tax (177,661) (323,207) (30,666) (145,546) (114,880) Provision for income taxes (4,325) (13,693) 5,385 (9,368) (14,753) Net loss $ (181,986) $ (336,900) $ (25,281) $ (154,914) $ (129,633) Per share: Basic and diluted $ (0.47) $ (0.91) $ (0.07) $ (0.43) $ (0.38) Weighted average shares used to compute earnings per share: Basic and diluted 387,845,438 369,019,802 375,877,260 359,503,556 343,129,833 Condensed Consolidated Statements of Operations (unaudited) As Restated As Restated September 30, 2019 June 30, 2019 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Revenues, net $ 242,998 $ 719,332 $ 242,309 $ 476,334 Operating expenses: Cost of revenues, excluding depreciation and amortization (89,158) (266,666) (88,287) (177,508) Selling, general and administrative costs, excluding depreciation and amortization (115,515) (376,611) (154,147) (261,096) Depreciation (2,281) (6,463) (2,131) (4,182) Amortization (41,656) (138,694) (40,932) (97,038) Other operating income, net 2,057 3,047 6,607 990 Total operating expenses (246,553) (785,387) (278,890) (538,834) Income (loss) from operations (3,555) (66,055) (36,581) (62,500) Mark to market on financial instruments (21,836) (48,022) (26,187) (26,187) Legal settlement 39,399 39,399 — — Interest expense, net (23,369) (93,938) (37,468) (70,569) Loss before income tax (9,361) (168,616) (100,236) (159,256) Provision for income taxes (1,644) (5,596) (3,712) (3,952) Net loss $ (11,005) $ (174,212) $ (103,948) $ (163,208) Per share: Basic $ (0.04) $ (0.66) $ (0.39) $ (0.68) Diluted $ (0.04) $ (0.66) $ (0.39) $ (0.68) Weighted average shares used to compute earnings per share: Basic 305,428,062 262,894,388 264,762,720 241,275,061 Diluted 328,854,063 262,894,388 264,762,720 241,275,061 Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) As Restated As Restated As Restated September 30, 2020 June 30, 2020 March 31, 2020 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Three Months Ended Net loss $ (181,986) $ (336,900) $ (25,281) $ (154,914) $ (129,633) Other comprehensive income (loss), net of tax: Interest rate swaps 1,092 (2,052) (254) (3,144) (2,890) Actuarial gain (loss) (15) (57) 25 (42) (67) Foreign currency translation adjustments 9,359 1,795 (2,051) (7,564) (5,513) Total other comprehensive income (loss), net of tax 10,436 (314) (2,280) (10,750) (8,470) Comprehensive loss $ (171,550) $ (337,214) $ (27,561) $ (165,664) $ (138,103) As Restated As Restated September 30, 2019 June 30, 2019 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Net loss $ (11,005) $ (174,212) $ (103,948) $ (163,208) Other comprehensive income (loss), net of tax: Interest rate swaps (1,061) (6,852) (3,845) (5,791) Actuarial gain 19 49 11 30 Foreign currency translation adjustments (3,682) (5,514) (8) (1,832) Total other comprehensive loss, net of tax (4,724) (12,317) (3,842) (7,593) Comprehensive loss $ (15,729) $ (186,529) $ (107,790) $ (170,801) Condensed Consolidated Statements of Cash Flows (unaudited) As Restated As Restated As Restated Nine Months Ended September 30, 2020 Six Months Ended June 30, 2020 Three Months Ended March 31, 2020 Cash Flows From Operating Activities Net Loss $ (336,900) $ (154,914) $ (129,633) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 176,200 107,586 51,441 Bad debt expense 1,830 787 — Gain on sale of line of business — (395) — Deferred income tax benefit (7,420) (6,641) 4,214 Share-based compensation 26,344 20,824 16,502 Restructuring and impairment 4,880 4,771 — Gain on foreign currency forward contracts (2,903) — — Mark to market adjustment on contingent and phantom shares (1) 30,839 5,763 1,187 Mark to market adjustment on warrant shares (As Restated) 224,175 79,422 55,632 Gain on disposal of business (1,052) — — Deferred finance charges 3,140 2,072 1,008 Other operating activities (3,902) (8,568) (7,015) Changes in operating assets and liabilities: Accounts receivable 129,398 93,036 29,279 Prepaid expenses (13,335) (6,693) (7,349) Other assets 62,818 58,218 54,644 Accounts payable (8,394) (5,851) 758 Accrued expenses and other current liabilities (1) (65,062) (21,142) (13,222) Deferred revenues (93,926) (6,073) 40,726 Operating lease right of use assets 5,826 4,698 5,919 Operating lease liabilities (6,611) (5,439) (5,876) Other liabilities 2,077 (53,899) (52,109) Net cash provided by operating activities 128,022 107,562 46,106 Cash Flows From Investing Activities Capital expenditures (78,597) (52,651) (19,395) Acquisitions, net of cash acquired (885,323) (885,323) (885,323) Acquisition of intangible assets (5,982) (5,982) — Proceeds from sale of product line, net of restricted cash 3,751 3,751 3,751 Net cash used in investing activities (966,151) (940,205) (900,967) Cash Flows From Financing Activities Principal payments on term loan (9,450) (6,300) (3,150) Repayments of revolving credit facility (65,000) (65,000) (65,000) Payment of debt issuance costs (5,267) (5,267) (5,014) Contingent purchase price payment (4,115) (4,115) (4,115) Proceeds from issuance of debt 360,000 360,000 360,000 Proceeds from issuance of ordinary shares 843,752 843,766 540,597 Condensed Consolidated Statements of Cash Flows (unaudited) As Restated As Restated As Restated Nine Months Ended September 30, 2020 Six Months Ended June 30, 2020 Three Months Ended March 31, 2020 Proceeds from warrant exercises (As Restated) 277,526 277,526 277,526 Proceeds from stock options exercised 1,307 1,182 1,182 Payments related to tax withholding for stock-based compensation (28,674) (25,538) (10,420) Net cash provided by (used in) financing activities 1,370,079 1,376,254 1,091,606 Effects of exchange rates (6,447) (9,218) (2,013) Net increase in cash and cash equivalents, and restricted cash 525,503 534,393 234,732 Beginning of period: Cash and cash equivalents 76,130 76,130 76,130 Restricted cash 9 9 9 Total cash and cash equivalents, and restricted cash, beginning of period 76,139 76,139 76,139 Cash and cash equivalents, and restricted cash, end of period 601,642 610,532 310,871 End of period: Cash and cash equivalents 601,075 608,522 308,021 Restricted cash 567 2,010 2,850 Total cash and cash equivalents, and restricted cash, end of period $ 601,642 $ 610,532 $ 310,871 Supplemental Cash Flow Information Cash paid for interest $ 61,796 $ 42,187 $ 11,405 Cash paid for income tax $ 20,147 $ 8,028 $ 4,797 Capital expenditures included in accounts payable $ 922 $ 1,819 $ 9,528 (1) Includes change in the presentation of DRG contingent stock of $5,763 for the six months ended June 30, 2020, and $1,187 for the three months ended March 31, 2020. Condensed Consolidated Statements of Cash Flows (unaudited) As Restated As Restated Nine Months Ended September 30, 2019 Six Months Ended June 30, 2019 Cash Flows From Operating Activities Net Loss $ (174,212) $ (163,208) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 145,157 101,220 Bad debt expense 1,869 2,478 Deferred income tax benefit (8,222) (4,603) Share-based compensation 46,675 37,108 Mark to market adjustment on warrant shares (As Restated) 48,022 26,187 Deferred finance charges 14,678 13,144 Other operating activities (1,708) (1,492) Changes in operating assets and liabilities: Accounts receivable 99,470 57,607 Prepaid expenses (3,010) (7,125) Other assets 7,977 3,919 Accounts payable (9,662) (8,018) Accrued expenses and other current liabilities 3,388 (28,827) Deferred revenues (51,100) 19,404 Operating lease right of use assets 9,438 6,297 Operating lease liabilities (9,934) (6,434) Other liabilities (6,338) (4,770) Net cash provided by operating activities 112,488 42,887 Cash Flows From Investing Activities Capital expenditures (43,681) (24,871) Acquisition of intangible assets (2,625) — Net cash used in investing activities (46,306) (24,871) Cash Flows From Financing Activities Proceeds from revolving credit facility 5,000 5,000 Principal payments on term loan (641,508) (637,672) Repayments of revolving credit facility (50,000) (50,000) Proceeds from reverse recapitalization 682,087 682,087 278 137 Net cash used in financing activities (4,143) (448) Effects of exchange rates 1,198 (80) Condensed Consolidated Statements of Cash Flows (unaudited) As Restated As Restated Nine Months Ended September 30, 2019 Six Months Ended June 30, 2019 Net increase in cash and cash equivalents, and restricted cash 63,237 17,488 Beginning of period: Cash and cash equivalents 25,575 25,575 Restricted cash 9 9 Total cash and cash equivalents, and restricted cash, beginning of period 25,584 25,584 Cash and cash equivalents, and restricted cash, end of period 88,821 43,072 End of period: Cash and cash equivalents 88,812 43,063 Restricted cash 9 9 Total cash and cash equivalents, and restricted cash, end of period $ 88,821 $ 43,072 Supplemental Cash Flow Information Cash paid for interest $ 69,711 $ 57,551 Cash paid for income tax $ 21,128 $ 14,573 Capital expenditures included in accounts payable $ 9,759 $ 7,697 Tax receivable agreement included in liabilities $ 264,000 $ 264,000 Assets received as reverse recapitalization capital $ 1,877 $ 1,877 Liabilities assumed as reduction of reverse recapitalization capital $ 5,910 $ 5,910 Condensed Consolidated Balance Sheets (unaudited) As of September 30, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 601,075 $ — $ 601,075 Restricted cash 567 — 567 Accounts receivable, net of allowance for doubtful accounts of $9,744 at September 30, 2020 238,638 — 238,638 Prepaid expenses 49,240 — 49,240 Other current assets 18,672 — 18,672 Assets held for sale 36,059 — 36,059 Total current assets 944,251 — 944,251 Computer hardware and other property, net 23,618 — 23,618 Other intangible assets, net 2,217,227 — 2,217,227 Goodwill 1,818,354 — 1,818,354 Other non-current assets 21,836 — 21,836 Deferred income taxes 25,520 — 25,520 Operating lease right-of-use assets 99,908 — 99,908 Total Assets $ 5,150,714 $ — $ 5,150,714 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 19,898 $ — $ 19,898 Accrued expenses and other current liabilities 253,341 — 253,341 Current portion of deferred revenues 326,098 — 326,098 Current portion of operating lease liabilities 25,691 — 25,691 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale 25,048 — 25,048 Total current liabilities 662,676 — 662,676 Long-term debt 1,910,993 — 1,910,993 Warrant liabilities — 335,988 (a) 335,988 Non-current portion of deferred revenues 24,080 — 24,080 Other non-current liabilities 19,990 — 19,990 Deferred income taxes 95,527 — 95,527 Operating lease liabilities 79,147 — 79,147 Total liabilities 2,792,413 335,988 3,128,401 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2020; 389,220,967 shares issued and outstanding at September 30, 2020 3,328,776 (64,157) (a) 3,264,619 Accumulated other comprehensive income (loss) (5,193) — (5,193) Accumulated deficit (965,282) (271,831) (a) (1,237,113) Total shareholders' equity 2,358,301 (335,988) 2,022,313 Total Liabilities and Shareholders' Equity $ 5,150,714 $ — $ 5,150,714 (a) Warrant liabilities—The correction of the misstatements resulted in an increase to warrant share liabilities in the amount of $335,988, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $271,831. Condensed Consolidated Balance Sheets (unaudited) As of June 30, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 608,522 $ — $ 608,522 Restricted cash 2,010 — 2,010 Accounts receivable, net of allowance for doubtful accounts of $11,074 at June 30, 2020 279,160 — 279,160 Prepaid expenses 51,440 — 51,440 Other current assets 18,960 — 18,960 Assets held for sale — — — Total current assets 960,092 — 960,092 Computer hardware and other property, net 24,324 — 24,324 Other intangible assets, net 2,261,549 — 2,261,549 Goodwill 1,824,258 — 1,824,258 Other non-current assets 22,178 — 22,178 Deferred income taxes 17,161 — 17,161 Operating lease right-of-use assets 100,622 — 100,622 Total Assets $ 5,210,184 $ — $ 5,210,184 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 22,068 $ — $ 22,068 Accrued expenses and other current liabilities 228,474 — 228,474 Current portion of deferred revenues 424,187 — 424,187 Current portion of operating lease liabilities 24,067 — 24,067 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale — — — Total current liabilities 711,396 — 711,396 Long-term debt 1,913,214 — 1,913,214 Warrant liabilities — 191,235 (a) 191,235 Non-current portion of deferred revenues 19,116 — 19,116 Other non-current liabilities 16,959 — 16,959 Deferred income taxes 86,247 — 86,247 Operating lease liabilities 80,663 — 80,663 Total liabilities 2,827,595 191,235 3,018,830 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at June 30, 2020; 387,335,119 shares issued and outstanding at June 30, 2020, respectively; 3,326,267 (64,157) (a) 3,262,110 Accumulated other comprehensive income (loss) (15,629) — (15,629) Accumulated deficit (928,049) (127,078) (a) (1,055,127) Total shareholders' equity 2,382,589 (191,235) 2,191,354 Total Liabilities and Shareholders' Equity $ 5,210,184 $ — $ 5,210,184 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $191,235, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $127,078. Condensed Consolidated Balance Sheets (unaudited) As of March 31, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 308,021 $ — $ 308,021 Restricted cash 2,850 — 2,850 Accounts receivable, net of allowance for doubtful accounts of $15,072 at March 31, 2020 343,177 — 343,177 Prepaid expenses 52,101 — 52,101 Other current assets 22,099 — 22,099 Assets held for sale — — — Total current assets 728,248 — 728,248 Computer hardware and other property, net 22,953 — 22,953 Other intangible assets, net 2,282,348 — 2,282,348 Goodwill 1,823,084 — 1,823,084 Other non-current assets 22,818 — 22,818 Deferred income taxes 15,646 — 15,646 Operating lease right-of-use assets 103,995 — 103,995 Total Assets $ 4,999,092 $ — $ 4,999,092 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 28,583 $ — $ 28,583 Accrued expenses and other current liabilities 239,661 — 239,661 Current portion of deferred revenues 472,101 — 472,101 Current portion of operating lease liabilities 25,375 — 25,375 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale — — — Total current liabilities 778,320 — 778,320 Long-term debt 1,915,452 — 1,915,452 Warrant liabilities — 167,445 (a) 167,445 Non-current portion of deferred revenues 18,774 — 18,774 Other non-current liabilities 18,553 — 18,553 Deferred income taxes 94,638 — 94,638 Operating lease liabilities 80,229 — 80,229 Total liabilities 2,905,966 167,445 3,073,411 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at March 31, 2020; 364,938,052 shares issued and outstanding at March 31, 2020 3,033,033 (64,157) (a) 2,968,876 Accumulated other comprehensive income (loss) (13,349) — (13,349) Accumulated deficit (926,558) (103,288) (a) (1,029,846) Total shareholders' equity 2,093,126 (167,445) 1,925,681 Total Liabilities and Shareholders' Equity $ 4,999,092 $ — $ 4,999,092 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $167,445, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $103,288. Condensed Consolidated Balance Sheets (unaudited) As of September 30, 2019 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 88,812 $ — $ 88,812 Restricted cash 9 — 9 Accounts receivable, less allowance for doubtful accounts of $16,392 at September 30, 2019 226,997 — 226,997 Prepaid expenses 34,927 — 34,927 Other current assets 10,528 — 10,528 Total current assets 361,273 — 361,273 Computer hardware and other property, net 20,185 — 20,185 Other intangible assets, net 1,856,346 — 1,856,346 Goodwill 1,281,504 — 1,281,504 Other non-current assets 19,368 — 19,368 Deferred income taxes 19,808 — 19,808 Operating lease right-of-use assets 91,809 — 91,809 Total Assets $ 3,650,293 $ — $ 3,650,293 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 27,908 $ — $ 27,908 Accrued expenses and other current liabilities 162,303 — 162,303 Current portion of deferred revenues 330,786 — 330,786 Current portion of operating lease liabilities 23,953 — 23,953 Current portion of long-term debt 15,345 — 15,345 Total current liabilities 560,295 — 560,295 Long-term debt 1,305,364 — 1,305,364 Tax receivable agreement 264,000 — 264,000 Warrant liabilities — 112,179 (a) 112,179 Non-current portion of deferred revenues 21,299 — 21,299 Other non-current liabilities 17,278 — 17,278 Deferred income taxes 39,256 — 39,256 Operating lease liabilities 69,694 — 69,694 Total liabilities 2,277,186 112,179 2,389,365 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2019; 306,050,763 shares issued and outstanding at September 30, 2019 2,138,517 (64,157) (a) 2,074,360 Accumulated other comprehensive income (loss) (6,959) — (6,959) Accumulated deficit (758,451) (48,022) (a) (806,473) Total shareholders' equity 1,373,107 (112,179) 1,260,928 Total Liabilities and Shareholders' Equity $ 3,650,293 $ — $ 3,650,293 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $112,179, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $48,022. Condensed Consolidated Balance Sheets (unaudited) As of June 30, 2019 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 43,063 $ — $ 43,063 Restricted cash 9 — 9 Accounts receivable, less allowance for doubtful accounts of $17,192 at June 30, 2019 270,584 — 270,584 Prepaid expenses 39,238 — 39,238 Other current assets 12,577 — 12,577 Total current assets 365,471 — 365,471 Computer hardware and other property, net 18,490 — 18,490 Other intangible assets, net 1,884,521 — 1,884,521 Goodwill 1,282,842 — 1,282,842 Other non-current assets 23,890 — 23,890 Deferred income taxes 18,072 — 18,072 Operating lease right-of-use assets 94,950 — 94,950 Total Assets $ 3,688,236 $ — $ 3,688,236 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 30,396 $ — $ 30,396 Accrued expenses and other current liabilities 126,843 — 126,843 Current portion of deferred revenues 404,753 — 404,753 Current portion of operating lease liabilities 24,980 — 24,980 Current portion of long-term debt 15,345 — 15,345 Total current liabilities 602,317 — 602,317 Long-term debt 1,307,919 — 1,307,919 Tax receivable agreement 264,000 — 264,000 Warrant liabilities — 90,343 (a) 90,343 Non-current portion of deferred revenues 22,236 — 22,236 Other non-current liabilities 19,719 — 19,719 Deferred income taxes 42,582 — 42,582 Operating lease liabilities 72,171 — 72,171 Total liabilities 2,330,944 90,343 2,421,287 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at June 30, 2019; 305,268,497 shares issued and outstanding at June 30, 2019 2,128,809 (64,157) (a) 2,064,652 Accumulated other comprehensive income (loss) (2,235) — (2,235) Accumulated deficit (769,282) (26,187) (a) (795,469) Total shareholders' equity 1,357,292 (90,343) 1,266,949 Total Liabilities and Shareholders' Equity $ 3,688,236 $ — $ 3,688,236 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $90,343, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $26,187. Condensed Consolidated Statements of Operations (unaudited) Nine Months Ended September 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 798,452 $ — $ — $ 798,452 Operating expenses: Cost of revenues, excluding depreciation and amortization (265,063) (3,551) — (268,614) Selling, general and administrative costs, excluding depreciation and amortization (266,749) (101,498) — (368,247) Share-based compensation expense (31,121) 31,121 — — Depreciation (8,151) — — (8,151) Amortization (168,049) — — (168,049) Transaction expenses (70,154) 70,154 — — Transition, integration and other related expenses (3,774) 3,774 — — Restructuring and impairment (26,792) — — (26,792) Other operating income, net 14,675 — — 14,675 Total operating expenses (825,178) — — (825,178) Loss from operations (26,726) — — (26,726) Mark to market adjustment on financial instruments — — (224,175) (b) (224,175) Interest expense, net (72,306) — — (72,306) Loss before income tax (99,032) — (224,175) (b) (323,207) Provision for income taxes (13,693) — — (13,693) Net (loss) $ (112,725) $ — $ (224,175) (b) $ (336,900) Per share: Basic and diluted $ (0.31) $ (0.61) $ (0.91) Weighted average shares used to compute earnings per share: Basic and diluted 369,019,802 369,019,802 369,019,802 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $224,175 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Three Months Ended September 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 284,360 $ — $ — $ 284,360 Operating expenses: Cost of revenues, excluding depreciation and amortization (91,805) (1,749) — (93,554) Selling, general and administrative costs, excluding depreciation and amortization (91,319) (40,207) — (131,526) Share-based compensation expense (6,796) 6,796 — — Depreciation (2,918) — — (2,918) Amortization (65,696) — — (65,696) Transaction expenses (34,938) 34,938 — — Transition, integration and other related expenses (222) 222 — — Restructuring and impairment (3,192) — — (3,192) Other operating income, net (138) — — (138) Total operating expenses (297,024) — — (297,024) Loss from operations (12,664) — — (12,664) Mark to market adjustment on financial instruments — — (144,753) (b) (144,753) Interest expense, net (20,244) — — (20,244) Loss before income tax (32,908) — (144,753) (b) (177,661) Provision for income taxes (4,325) — — (4,325) Net (loss) $ (37,233) $ — $ (144,753) (b) $ (181,986) Per share: Basic and diluted $ (0.10) $ (0.37) $ (0.47) Weighted average shares used to compute earnings per share: Basic and diluted 387,845,438 387,845,438 387,845,438 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $144,753 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Six Months Ended June 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 514,092 $ — $ — $ 514,092 Operating expenses: Cost of revenues, excluding depreciation and amortization (173,258) (1,802) — (175,060) Selling, general and administrative costs, excluding depreciation and amortization (175,430) (61,291) — (236,721) Share-based compensation expense (24,325) 24,325 — — Depreciation (5,233) — — (5,233) Amortization (102,353) — — (102,353) Transaction expenses (35,216) 35,216 — — Transition, integration and other related expenses (3,552) 3,552 — — Restructuring and impairment (23,600) — — (23,600) Other operating income, net 14,813 — — 14,813 Total operating expenses (528,154) — — (528,154) Loss from operations (14,062) — — (14,062) Mark to market on financial instruments — (79,422) (b) (79,422) Interest expense, net (52,062) — — (52,062) Loss before income tax (66,124) — (79,422) (b) (145,546) Provision for income taxes (9,368) — — (9,368) Net loss $ (75,492) $ — $ (79,422) (b) $ (154,914) Per share: Basic and diluted $ (0.21) $ (0.22) $ (0.43) Weighted average shares used to compute earnings per share: Basic and diluted 359,503,556 359,5 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Management has evaluated the impact of events that have occurred subsequent to December 31, 2020. During January 2021, the Company issued 1,500,000 shares as per the purchase agreement for the acquisition of CPA Global related to a hold-back clause for a total of $43,890 which was satisfied. The Company exited multiple leased sites on January 31, 2021, resulting in impairment charges of $7,180 to the respective right-of-use assets upon the cease-use date of each site. Except as discussed above and as further described in Note 28 to the consolidated financial statements, the Company has not modified or updated disclosures presented in this Amendment No. 2. Accordingly, Amendment No. 2 does not reflect events occurring after the Original Form 10-K and Amendment No. 1 or modify or update those disclosures affected by subsequent events. Information not affected by the restatements is unchanged and reflects disclosures made at the time of the filing of the Original Form 10-K. |
Restatement of Prior Period Fin
Restatement of Prior Period Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Error Correction | Restatements of Previously Issued Financial Statements Subsequent to the original issuance of its Consolidated Financial Statements, the Company identified certain errors in its historical annual Consolidated Financial Statements, related to the accounting treatment of Private Placement Warrants and the accounting treatment of certain awards made by CPA Global under its equity plan were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. The restatement reflected in Amendment No. 1 is the result of our application of the guidance on accounting for certain Private Placement Warrants. We evaluated the impact to us and the Company concluded that certain of its Private Placement Warrants, issued to the founders of Churchill Capital Corp, a special purpose acquisition company or “SPAC” with which the Company consummated a business combination transaction in May 2019, should be classified as liabilities with mark to market accounting through earnings. Under Accounting Standards Codification 815, Derivatives and Hedging , ("ASC 815"), warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. The restatement reflected in Amendment No. 2 relates to certain errors identified by the Company in its historical annual Consolidated Financial Statements, related to the accounting treatment of certain awards made by CPA Global under its equity plan that were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. In addition, ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. Clarivate will consolidate the substance of the CPA Global Equity Plan trust asset, comprised of cash that already existed in the trust as of the acquisition date, and the ordinary shares classified as treasury shares, to fund the payout. The Company concluded that the financial statements previously issued as of and for the year ended December 31, 2020 were misstated. In addition, and separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company has corrected for the understatement of deferred tax liabilities of $3,238 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet on October 1, 2020. The Company has also corrected for the understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet on February 28, 2020. We also concluded that the impacts were material to the Company’s financial statements prepared according to U.S. generally accepted accounting principles ("U.S. GAAP"). As such the restated audited Consolidated Financial Statements for the years ended December 31, 2020 and 2019 are defined as the “Restated Periods." This Note 28 to the Company’s Consolidated Financial Statements discloses the restatement impacts on the originally reported financial statements for the years ended December 31, 2020 and 2019 and the nature of the associated adjustments. The corrections included in the Consolidated Financial Statements contained herein are further described below. The Restatement included in these Consolidated Financial Statements were prepared following an independent review by the Audit Committee of the Company’s Board of Directors. Consolidated Balance Sheets As of December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As Restated Assets Current assets: Cash and cash equivalents $ 257,730 $ — $ — $ 257,730 $ 76,130 $ — $ 76,130 Restricted cash (4) 11,278 — 3,400 14,678 9 — 9 Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively (1) 751,446 (13,713) — 737,733 333,858 — 333,858 Prepaid expenses (2) 58,770 (497) — 58,273 40,710 — 40,710 Other current assets (1)(3)(5) 248,781 13,713 (183,344) 79,150 11,750 — 11,750 Assets held for sale — — — — 30,619 — 30,619 Total current assets 1,328,005 (497) (179,944) 1,147,564 493,076 — 493,076 Property and equipment, net 36,267 — — 36,267 18,042 — 18,042 Other intangible assets, net 7,370,350 — — 7,370,350 1,828,640 — 1,828,640 Goodwill (3) 6,252,636 — (209,672) 6,042,964 1,328,045 — 1,328,045 Other non-current assets (3) 47,944 — (16,610) 31,334 18,632 — 18,632 Deferred income taxes 29,786 — 77 29,863 19,488 — 19,488 Operating lease right-of-use assets 132,356 — — 132,356 85,448 — 85,448 Total Assets $ 15,197,344 $ (497) $ (406,149) $ 14,790,698 $ 3,791,371 $ — $ 3,791,371 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 82,038 $ — $ — $ 82,038 $ 26,458 $ — $ 26,458 Accrued expenses and other current liabilities (3) 716,356 — (146,674) 569,682 159,217 — 159,217 Current portion of deferred revenues 707,318 — — 707,318 407,325 — 407,325 Current portion of long-term debt 28,600 — — 28,600 9,000 — 9,000 Current portion of operating lease liability 35,455 — — 35,455 22,130 — 22,130 Liabilities held for sale — — — — 26,868 — 26,868 Total current liabilities 1,569,767 — (146,674) 1,423,093 650,998 — 650,998 Long-term debt 3,457,900 — — 3,457,900 1,628,611 — 1,628,611 Warrant liabilities (2) — 312,751 — 312,751 — 111,813 111,813 Non-current portion of deferred revenues 41,399 — — 41,399 19,723 — 19,723 Other non-current liabilities (3) 67,722 — (18,277) 49,445 18,891 — 18,891 Deferred income taxes (3) 362,261 — 4,735 366,996 48,547 — 48,547 Operating lease liabilities 104,324 — — 104,324 64,189 — 64,189 Total liabilities 5,603,373 312,751 (160,216) 5,755,908 2,430,959 111,813 2,542,772 Commitments and contingencies Shareholders’ equity: Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively (2) 10,049,317 (60,033) — 9,989,284 2,208,529 (64,157) 2,144,372 Treasury Shares, at cost; 6,325,860 and 0 shares at December 31, 2020 and December 31, 2019, respectively (5) — — (196,038) (196,038) — — — Accumulated other comprehensive income (loss) 503,521 — (11,139) 492,382 (4,879) — (4,879) Accumulated deficit (2)(3) (958,867) (253,215) (38,756) (1,250,838) (843,238) (47,656) (890,894) Total shareholders’ equity 9,593,971 (313,248) (245,933) 9,034,790 1,360,412 (111,813) 1,248,599 Total Liabilities and Shareholders’ Equity $ 15,197,344 $ (497) $ (406,149) $ 14,790,698 $ 3,791,371 $ — $ 3,791,371 (1) Includes correction of the classification of certain current assets on the Consolidated Balance Sheet as of December 31, 2020 as described in Note 2 - Basis of Presentation. (2) Warrant liabilities—The correction of these misstatements resulted in 1) the recording of a warrant liability from ordinary shares, 2) increase to ordinary shares for exercises and redemptions, and 3) accumulated deficit and warrant liability adjusted for the mark to market change in fair value. (3) Includes correction of only a portion of the phantom equity compensation plan as part of acquisition accounting on the Consolidated Balance Sheet as of December 31, 2020 as described in Note 2 - Basis of Presentation. Additionally, and separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company has corrected the acquisition accounting understatement of deferred tax liabilities of $3,328 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet on October 1, 2020, as well as an understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet on February 28, 2020. (4) Represents restricted cash acquired to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting. (5) Includes correction of 6,325,860 shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038. Consolidated Statements of Operations Year ended December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As Restated Revenues, net $ 1,254,047 $ — $ — $ 1,254,047 $ 974,345 $ — $ 974,345 Operating expenses: Cost of revenues (1)(3) (399,122) (30,175) (9,490) (438,787) (352,000) — (352,000) Selling, general and administrative costs (1)(3) (553,756) 30,175 (21,119) (544,700) (475,014) — (475,014) Depreciation (12,709) — — (12,709) (9,181) — (9,181) Amortization (290,441) — — (290,441) (191,361) — (191,361) Impairment on assets held for sale — — — — (18,431) — (18,431) Restructuring and impairment (3) (47,595) — (8,543) (56,138) (15,670) — (15,670) Other operating income, net 52,381 — — 52,381 4,826 — 4,826 Total operating expenses (1,251,242) — (39,152) (1,290,394) (1,056,831) — (1,056,831) Income (loss) from operations 2,805 — (39,152) (36,347) (82,486) — (82,486) Mark to market adjustment on financial instruments (2) — (205,062) — (205,062) — (47,656) (47,656) Legal settlement — — — — 39,399 — 39,399 Income (loss) before interest expense and income tax 2,805 (205,062) (39,152) (241,409) (43,087) (47,656) (90,743) Interest expense and amortization of debt discount, net (111,914) — — (111,914) (157,689) — (157,689) Loss before income tax (109,109) (205,062) (39,152) (353,323) (200,776) (47,656) (248,432) Benefit (provision) for income taxes (2)(3) 2,799 (497) 396 2,698 (10,201) — (10,201) Net loss $ (106,310) $ (205,559) $ (38,756) $ (350,625) $ (210,977) $ (47,656) $ (258,633) Per share: Basic and diluted $ (0.25) $ (0.48) $ (0.09) $ (0.82) $ (0.77) $ (0.17) $ (0.94) Weighted average shares used to compute earnings per share: Basic and diluted 428,600,690 428,600,690 427,023,558 427,023,558 273,883,342 273,883,342 273,883,342 (1) Includes correction of the classification of certain expenses from the Selling, general and administrative to Cost of revenues as described in Note 2 - Basis of Presentation. (2) Mark to market adjustment on financial instruments - The correction of the misstatements reflected in Amendment No. 1 resulted in the recording of a mark to market adjustment, impacting Income (loss) before interest expense and income tax, Loss before income tax, and Net loss. (3) Includes correction and recording of share-based compensation charges over the vesting period within the Selling, general and administrative and Cost of revenues line items as well as accelerated charges for involuntarily terminated participants within the Restructuring and impairment line item as described in Note 2 - Basis of Presentation. Consolidated Statements of Comprehensive Income (Loss) Year ended December 31, 2020 2019 As Originally Reported First Restatement Adjustments Second Restatement Adjustments As Restated As Originally Reported First Restatement Adjustments As Restated Net loss (1)(2) $ (106,310) $ (205,559) $ (38,756) $ (350,625) $ (210,977) $ (47,656) $ (258,633) Other comprehensive income (loss), net of tax: Interest rate swaps, net of $0 tax in all periods (978) — — (978) (6,422) — (6,422) Defined benefit pension plans, net of tax (benefit) provision of $(65), $683 and $(91), respectively (659) — — (659) (1,041) — (1,041) Foreign currency translation adjustment 510,037 — (11,139) 498,898 (2,774) — (2,774) Total other comprehensive income (loss), net of tax 508,400 — (11,139) 497,261 (10,237) — (10,237) Comprehensive income (loss) $ 402,090 $ (205,559) $ (49,895) $ 146,636 $ (221,214) $ (47,656) $ (268,870) (1) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in the recording of a mark to market adjustment, impacting Net loss. (2) The correction of these misstatements resulted in the recording of a share-based compensation charges, impacting Net loss. Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Balance at December 31, 2017 as originally reported 1,644,720 $ 1,662,221 — $ — $ 13,984 $ (390,099) $ 1,286,106 Conversion of units of share capital 215,683,103 — — — — — — Balance at December 31, 2017, as recasted 217,327,823 1,662,221 — — 13,984 (390,099) 1,286,106 Issuance of ordinary shares, net 198,602 1,574 — — — — 1,574 Share-based award activity — 13,715 — — — — 13,715 Net loss — — — — — (242,162) (242,162) Other comprehensive income (loss) — — — — (8,626) — (8,626) Balance at December 31, 2018 217,526,425 $ 1,677,510 — $ — $ 5,358 $ (632,261) $ 1,050,607 Balance at December 31, 2018, as originally reported 1,646,223 $ 1,677,510 — $ — $ 5,358 $ (632,261) $ 1,050,607 Conversion of units of share capital 215,880,202 — — — — — — Balance at December 31, 2018, as recasted 217,526,425 1,677,510 — — 5,358 (632,261) 1,050,607 Tax Receivable Agreement — (264,000) — — — (264,000) Settlement of Tax Receivable Agreement — 64,000 — — — 64,000 Shares subject to redemption (As Restated) (1) — (64,157) — — — — (64,157) Issuance of ordinary shares, net 1,597,691 1,582 — — — — 1,582 Merger recapitalization 87,749,999 678,054 — — — — 678,054 Share-based award activity — 51,383 — — — — 51,383 Net loss (As Restated) (2) — — — — — (258,633) (258,633) Other comprehensive income (loss) — — — — (10,237) — (10,237) Balance at December 31, 2019 (As Restated) (1)(2) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Balance at December 31, 2019 (As Restated) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326 — — — — — (9,319) (9,319) Exercise of public warrants 28,880,098 277,526 — — — — 277,526 Exercise of Private Placement Warrants (As Restated) (1) 274,000 4,124 — — — — 4,124 Exercise of stock options 12,042,862 2,122 — — — — 2,122 Vesting of restricted stock units 289,641 — — — — — — Shares returned to the Company for net share settlements (7,297,396) (33,056) — — — — (33,056) Issuance of ordinary shares, net 265,266,278 7,558,774 — — — — 7,558,774 Treasury shares (as restated) (3) — — 6,325,860 (196,038) — — (196,038) Share-based award activity — 35,422 — — — — 35,422 Net loss (As Restated) (2)(3) — — — — — (350,625) (350,625) Other comprehensive income (loss) — — — — 497,261 — 497,261 Balance at December 31, 2020 (As Restated) (1)(2)(3) 606,329,598 $ 9,989,284 6,325,860 $ — $ (196,038) $ 492,382 $ (1,250,838) $ 9,034,790 (1) Warrant liabilities—The correction of the misstatements reflected in Amendment No. 1 resulted in an increase to warrant share liabilities, a decrease to ordinary shares, an increase to ordinary shares upon exercise, and a decrease to accumulated deficit. (2) Mark to market adjustment on financial instruments - The correction of the misstatements reflected in Amendment No. 1 resulted in an adjustment that was recorded through the Statement of Operations. The change reflects a mark to market adjustment as a result of the restatement. (3) CPA Global Equity Plan - Ordinary shares that were transferred from Leonard Green & Partners, L. P. to a trust established to fund the equity plan, should have been excluded from the purchase price consideration. The correction of this Amendment No. 2 also included share-based compensation charge adjustments recorded through the Statement of Operations. Consolidated Statements of Cash Flows Year Ended December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As Restated Cash Flows From Operating Activities Net loss (2)(3) $ (106,310) $ (205,559) $ (38,756) $ (350,625) $ (210,977) $ (47,656) $ (258,633) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 303,150 — — 303,150 200,542 — 200,542 Bad debt expense 3,332 — — 3,332 1,331 — 1,331 Deferred income tax benefit (45,105) — (404) (45,509) 357 — 357 Share-based compensation 35,422 — (1,264) 34,158 51,383 — 51,383 Restructuring and impairment 5,288 — (76) 5,212 — — — Gain on foreign currency forward contracts (2,903) — — (2,903) — — — Mark to market adjustment on contingent and phantom shares (3) 24,218 — 994 25,212 — — — Mark to market adjustment on financial instruments (As Restated) (2) — 205,062 — 205,062 — 47,656 47,656 Loss on extinguishment of debt — — — — 50,676 — 50,676 Gain on disposal of business (29,192) — — (29,192) — — — Impairment on assets held for sale — — — — 18,431 — 18,431 Deferred finance charges 5,752 — — 5,752 2,496 — 2,496 Tax indemnity write-off — — — — — — — Other operating activities 2,611 — — 2,611 (374) — (374) Changes in operating assets and liabilities: Accounts receivable (1) 16,234 13,713 — 29,947 (593) — (593) Prepaid expenses 5,245 497 — 5,742 (10,224) — (10,224) Other assets (1) 56,771 (13,713) 2,620 45,678 (975) — (975) Accounts payable (2,851) — — (2,851) (13,838) — (13,838) Accrued expenses and other current liabilities (3) (90,568) — 35,774 (54,794) 1,095 — 1,095 Deferred revenues 80,683 — — 80,683 33,480 — 33,480 Operating lease right of use assets 5,329 — — 5,329 11,365 — 11,365 Operating lease liabilities (6,064) — — (6,064) (11,251) — (11,251) Other liabilities 2,458 — 1,112 3,570 (5,344) — (5,344) Net cash provided by operating activities 263,500 — — 263,500 117,580 — 117,580 Cash Flows From Investing Activities Capital expenditures (107,713) — — (107,713) (69,836) — (69,836) Acquisitions, net of cash acquired (4) (2,919,871) — 3,400 (2,916,471) (68,424) — (68,424) Acquisition of intangible assets (5,982) — — (5,982) (2,625) — (2,625) Proceeds from sale of product line, net of restricted cash 41,398 — — 41,398 — — — Net cash used in investing activities (2,992,168) — 3,400 (2,988,768) (140,885) — (140,885) Cash Flows From Financing Activities Proceeds from revolving credit facility 60,000 — — 60,000 70,000 — 70,000 Principal payments on term loan (12,600) — — (12,600) (641,509) — (641,509) Repayments of revolving credit facility (125,000) — — (125,000) (50,000) — (50,000) Payment of debt issuance costs (38,340) — — (38,340) (41,923) — (41,923) Contingent purchase price payment (7,816) — — (7,816) (2,371) — (2,371) Consolidated Statements of Cash Flows Year Ended December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As Restated Proceeds from reverse recapitalization — — — — 682,087 — 682,087 Proceeds from issuance of debt 1,960,000 — — 1,960,000 1,600,000 — 1,600,000 Extinguishment of debt — — — — (1,342,651) — (1,342,651) Tax receivable agreement payout — — — — (200,000) — (200,000) Proceeds from issuance of ordinary shares 843,744 — — 843,744 — — — Proceeds from warrant exercises 277,526 — — 277,526 — — — Proceeds from stock options exercised 2,122 — — 2,122 1,582 — 1,582 Payments related to tax withholding for stock-based compensation (33,056) — — (33,056) — — — Net cash provided by financing activities 2,926,580 — — 2,926,580 75,215 — 75,215 Effects of exchange rates (5,043) — — (5,043) (971) — (971) Net increase in cash and cash equivalents, and restricted cash 192,869 — 3,400 196,269 50,939 — 50,939 Beginning of period: Cash and cash equivalents 76,130 — — 76,130 25,575 — 25,575 Restricted cash 9 — — 9 9 — 9 Total cash and cash equivalents, and restricted cash, beginning of period 76,139 — — 76,139 25,584 — 25,584 Less: Cash included in assets held for sale, end of period — — — — (384) — (384) Cash and cash equivalents, and restricted cash, end of period 269,008 — 3,400 272,408 76,139 — 76,139 End of period: Cash and cash equivalents 257,730 — — 257,730 76,130 — 76,130 Restricted cash 11,278 — 3,400 14,678 9 — 9 Total cash and cash equivalents, and restricted cash, end of period $ 269,008 $ — $ 3,400 $ 272,408 $ 76,139 $ — $ 76,139 Supplemental Cash Flow Information Cash paid for interest $ 97,510 $ — $ — $ 97,510 $ 101,164 $ — $ 101,164 Cash paid for income tax $ 27,621 $ — $ — $ 27,621 $ 29,204 $ — $ 29,204 Capital expenditures included in accounts payable $ 7,783 $ — $ — $ 7,783 $ 8,762 $ — $ 8,762 Assets received as reverse recapitalization capital $ — $ — $ — $ — $ 1,877 $ — $ 1,877 Liabilities assumed as reduction of reverse recapitalization capital $ — $ — $ — $ — $ 5,910 $ — $ 5,910 Non-cash investing activities: Shares issued and returned for funding of CPA Global Equity Plan $ — $ — $ (196,038) $ (196,038) $ — $ — $ — (1) Includes restatement of the classification of certain current assets on the Consolidated Balance Sheet as of December 31, 2020 as described in Note 2 - Basis of Presentation. (2) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in the recording of a mark to market adjustment, impacting Net loss. (3) Share-based compensation charges - The correction of these misstatements resulted in the recording of share-based compensation charges, impacting Net loss. (4) Represents restricted cash acquired to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting. |
Accounting Changes and Error Co
Accounting Changes and Error Corrections | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Error Correction | Restatements of Previously Issued Financial Statements Subsequent to the original issuance of its Consolidated Financial Statements, the Company identified certain errors in its historical annual Consolidated Financial Statements, related to the accounting treatment of Private Placement Warrants and the accounting treatment of certain awards made by CPA Global under its equity plan were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. The restatement reflected in Amendment No. 1 is the result of our application of the guidance on accounting for certain Private Placement Warrants. We evaluated the impact to us and the Company concluded that certain of its Private Placement Warrants, issued to the founders of Churchill Capital Corp, a special purpose acquisition company or “SPAC” with which the Company consummated a business combination transaction in May 2019, should be classified as liabilities with mark to market accounting through earnings. Under Accounting Standards Codification 815, Derivatives and Hedging , ("ASC 815"), warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. The restatement reflected in Amendment No. 2 relates to certain errors identified by the Company in its historical annual Consolidated Financial Statements, related to the accounting treatment of certain awards made by CPA Global under its equity plan that were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. In addition, ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. Clarivate will consolidate the substance of the CPA Global Equity Plan trust asset, comprised of cash that already existed in the trust as of the acquisition date, and the ordinary shares classified as treasury shares, to fund the payout. The Company concluded that the financial statements previously issued as of and for the year ended December 31, 2020 were misstated. In addition, and separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company has corrected for the understatement of deferred tax liabilities of $3,238 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet on October 1, 2020. The Company has also corrected for the understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet on February 28, 2020. We also concluded that the impacts were material to the Company’s financial statements prepared according to U.S. generally accepted accounting principles ("U.S. GAAP"). As such the restated audited Consolidated Financial Statements for the years ended December 31, 2020 and 2019 are defined as the “Restated Periods." This Note 28 to the Company’s Consolidated Financial Statements discloses the restatement impacts on the originally reported financial statements for the years ended December 31, 2020 and 2019 and the nature of the associated adjustments. The corrections included in the Consolidated Financial Statements contained herein are further described below. The Restatement included in these Consolidated Financial Statements were prepared following an independent review by the Audit Committee of the Company’s Board of Directors. Consolidated Balance Sheets As of December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As Restated Assets Current assets: Cash and cash equivalents $ 257,730 $ — $ — $ 257,730 $ 76,130 $ — $ 76,130 Restricted cash (4) 11,278 — 3,400 14,678 9 — 9 Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively (1) 751,446 (13,713) — 737,733 333,858 — 333,858 Prepaid expenses (2) 58,770 (497) — 58,273 40,710 — 40,710 Other current assets (1)(3)(5) 248,781 13,713 (183,344) 79,150 11,750 — 11,750 Assets held for sale — — — — 30,619 — 30,619 Total current assets 1,328,005 (497) (179,944) 1,147,564 493,076 — 493,076 Property and equipment, net 36,267 — — 36,267 18,042 — 18,042 Other intangible assets, net 7,370,350 — — 7,370,350 1,828,640 — 1,828,640 Goodwill (3) 6,252,636 — (209,672) 6,042,964 1,328,045 — 1,328,045 Other non-current assets (3) 47,944 — (16,610) 31,334 18,632 — 18,632 Deferred income taxes 29,786 — 77 29,863 19,488 — 19,488 Operating lease right-of-use assets 132,356 — — 132,356 85,448 — 85,448 Total Assets $ 15,197,344 $ (497) $ (406,149) $ 14,790,698 $ 3,791,371 $ — $ 3,791,371 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 82,038 $ — $ — $ 82,038 $ 26,458 $ — $ 26,458 Accrued expenses and other current liabilities (3) 716,356 — (146,674) 569,682 159,217 — 159,217 Current portion of deferred revenues 707,318 — — 707,318 407,325 — 407,325 Current portion of long-term debt 28,600 — — 28,600 9,000 — 9,000 Current portion of operating lease liability 35,455 — — 35,455 22,130 — 22,130 Liabilities held for sale — — — — 26,868 — 26,868 Total current liabilities 1,569,767 — (146,674) 1,423,093 650,998 — 650,998 Long-term debt 3,457,900 — — 3,457,900 1,628,611 — 1,628,611 Warrant liabilities (2) — 312,751 — 312,751 — 111,813 111,813 Non-current portion of deferred revenues 41,399 — — 41,399 19,723 — 19,723 Other non-current liabilities (3) 67,722 — (18,277) 49,445 18,891 — 18,891 Deferred income taxes (3) 362,261 — 4,735 366,996 48,547 — 48,547 Operating lease liabilities 104,324 — — 104,324 64,189 — 64,189 Total liabilities 5,603,373 312,751 (160,216) 5,755,908 2,430,959 111,813 2,542,772 Commitments and contingencies Shareholders’ equity: Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively (2) 10,049,317 (60,033) — 9,989,284 2,208,529 (64,157) 2,144,372 Treasury Shares, at cost; 6,325,860 and 0 shares at December 31, 2020 and December 31, 2019, respectively (5) — — (196,038) (196,038) — — — Accumulated other comprehensive income (loss) 503,521 — (11,139) 492,382 (4,879) — (4,879) Accumulated deficit (2)(3) (958,867) (253,215) (38,756) (1,250,838) (843,238) (47,656) (890,894) Total shareholders’ equity 9,593,971 (313,248) (245,933) 9,034,790 1,360,412 (111,813) 1,248,599 Total Liabilities and Shareholders’ Equity $ 15,197,344 $ (497) $ (406,149) $ 14,790,698 $ 3,791,371 $ — $ 3,791,371 (1) Includes correction of the classification of certain current assets on the Consolidated Balance Sheet as of December 31, 2020 as described in Note 2 - Basis of Presentation. (2) Warrant liabilities—The correction of these misstatements resulted in 1) the recording of a warrant liability from ordinary shares, 2) increase to ordinary shares for exercises and redemptions, and 3) accumulated deficit and warrant liability adjusted for the mark to market change in fair value. (3) Includes correction of only a portion of the phantom equity compensation plan as part of acquisition accounting on the Consolidated Balance Sheet as of December 31, 2020 as described in Note 2 - Basis of Presentation. Additionally, and separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company has corrected the acquisition accounting understatement of deferred tax liabilities of $3,328 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet on October 1, 2020, as well as an understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet on February 28, 2020. (4) Represents restricted cash acquired to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting. (5) Includes correction of 6,325,860 shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038. Consolidated Statements of Operations Year ended December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As Restated Revenues, net $ 1,254,047 $ — $ — $ 1,254,047 $ 974,345 $ — $ 974,345 Operating expenses: Cost of revenues (1)(3) (399,122) (30,175) (9,490) (438,787) (352,000) — (352,000) Selling, general and administrative costs (1)(3) (553,756) 30,175 (21,119) (544,700) (475,014) — (475,014) Depreciation (12,709) — — (12,709) (9,181) — (9,181) Amortization (290,441) — — (290,441) (191,361) — (191,361) Impairment on assets held for sale — — — — (18,431) — (18,431) Restructuring and impairment (3) (47,595) — (8,543) (56,138) (15,670) — (15,670) Other operating income, net 52,381 — — 52,381 4,826 — 4,826 Total operating expenses (1,251,242) — (39,152) (1,290,394) (1,056,831) — (1,056,831) Income (loss) from operations 2,805 — (39,152) (36,347) (82,486) — (82,486) Mark to market adjustment on financial instruments (2) — (205,062) — (205,062) — (47,656) (47,656) Legal settlement — — — — 39,399 — 39,399 Income (loss) before interest expense and income tax 2,805 (205,062) (39,152) (241,409) (43,087) (47,656) (90,743) Interest expense and amortization of debt discount, net (111,914) — — (111,914) (157,689) — (157,689) Loss before income tax (109,109) (205,062) (39,152) (353,323) (200,776) (47,656) (248,432) Benefit (provision) for income taxes (2)(3) 2,799 (497) 396 2,698 (10,201) — (10,201) Net loss $ (106,310) $ (205,559) $ (38,756) $ (350,625) $ (210,977) $ (47,656) $ (258,633) Per share: Basic and diluted $ (0.25) $ (0.48) $ (0.09) $ (0.82) $ (0.77) $ (0.17) $ (0.94) Weighted average shares used to compute earnings per share: Basic and diluted 428,600,690 428,600,690 427,023,558 427,023,558 273,883,342 273,883,342 273,883,342 (1) Includes correction of the classification of certain expenses from the Selling, general and administrative to Cost of revenues as described in Note 2 - Basis of Presentation. (2) Mark to market adjustment on financial instruments - The correction of the misstatements reflected in Amendment No. 1 resulted in the recording of a mark to market adjustment, impacting Income (loss) before interest expense and income tax, Loss before income tax, and Net loss. (3) Includes correction and recording of share-based compensation charges over the vesting period within the Selling, general and administrative and Cost of revenues line items as well as accelerated charges for involuntarily terminated participants within the Restructuring and impairment line item as described in Note 2 - Basis of Presentation. Consolidated Statements of Comprehensive Income (Loss) Year ended December 31, 2020 2019 As Originally Reported First Restatement Adjustments Second Restatement Adjustments As Restated As Originally Reported First Restatement Adjustments As Restated Net loss (1)(2) $ (106,310) $ (205,559) $ (38,756) $ (350,625) $ (210,977) $ (47,656) $ (258,633) Other comprehensive income (loss), net of tax: Interest rate swaps, net of $0 tax in all periods (978) — — (978) (6,422) — (6,422) Defined benefit pension plans, net of tax (benefit) provision of $(65), $683 and $(91), respectively (659) — — (659) (1,041) — (1,041) Foreign currency translation adjustment 510,037 — (11,139) 498,898 (2,774) — (2,774) Total other comprehensive income (loss), net of tax 508,400 — (11,139) 497,261 (10,237) — (10,237) Comprehensive income (loss) $ 402,090 $ (205,559) $ (49,895) $ 146,636 $ (221,214) $ (47,656) $ (268,870) (1) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in the recording of a mark to market adjustment, impacting Net loss. (2) The correction of these misstatements resulted in the recording of a share-based compensation charges, impacting Net loss. Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Balance at December 31, 2017 as originally reported 1,644,720 $ 1,662,221 — $ — $ 13,984 $ (390,099) $ 1,286,106 Conversion of units of share capital 215,683,103 — — — — — — Balance at December 31, 2017, as recasted 217,327,823 1,662,221 — — 13,984 (390,099) 1,286,106 Issuance of ordinary shares, net 198,602 1,574 — — — — 1,574 Share-based award activity — 13,715 — — — — 13,715 Net loss — — — — — (242,162) (242,162) Other comprehensive income (loss) — — — — (8,626) — (8,626) Balance at December 31, 2018 217,526,425 $ 1,677,510 — $ — $ 5,358 $ (632,261) $ 1,050,607 Balance at December 31, 2018, as originally reported 1,646,223 $ 1,677,510 — $ — $ 5,358 $ (632,261) $ 1,050,607 Conversion of units of share capital 215,880,202 — — — — — — Balance at December 31, 2018, as recasted 217,526,425 1,677,510 — — 5,358 (632,261) 1,050,607 Tax Receivable Agreement — (264,000) — — — (264,000) Settlement of Tax Receivable Agreement — 64,000 — — — 64,000 Shares subject to redemption (As Restated) (1) — (64,157) — — — — (64,157) Issuance of ordinary shares, net 1,597,691 1,582 — — — — 1,582 Merger recapitalization 87,749,999 678,054 — — — — 678,054 Share-based award activity — 51,383 — — — — 51,383 Net loss (As Restated) (2) — — — — — (258,633) (258,633) Other comprehensive income (loss) — — — — (10,237) — (10,237) Balance at December 31, 2019 (As Restated) (1)(2) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Balance at December 31, 2019 (As Restated) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326 — — — — — (9,319) (9,319) Exercise of public warrants 28,880,098 277,526 — — — — 277,526 Exercise of Private Placement Warrants (As Restated) (1) 274,000 4,124 — — — — 4,124 Exercise of stock options 12,042,862 2,122 — — — — 2,122 Vesting of restricted stock units 289,641 — — — — — — Shares returned to the Company for net share settlements (7,297,396) (33,056) — — — — (33,056) Issuance of ordinary shares, net 265,266,278 7,558,774 — — — — 7,558,774 Treasury shares (as restated) (3) — — 6,325,860 (196,038) — — (196,038) Share-based award activity — 35,422 — — — — 35,422 Net loss (As Restated) (2)(3) — — — — — (350,625) (350,625) Other comprehensive income (loss) — — — — 497,261 — 497,261 Balance at December 31, 2020 (As Restated) (1)(2)(3) 606,329,598 $ 9,989,284 6,325,860 $ — $ (196,038) $ 492,382 $ (1,250,838) $ 9,034,790 (1) Warrant liabilities—The correction of the misstatements reflected in Amendment No. 1 resulted in an increase to warrant share liabilities, a decrease to ordinary shares, an increase to ordinary shares upon exercise, and a decrease to accumulated deficit. (2) Mark to market adjustment on financial instruments - The correction of the misstatements reflected in Amendment No. 1 resulted in an adjustment that was recorded through the Statement of Operations. The change reflects a mark to market adjustment as a result of the restatement. (3) CPA Global Equity Plan - Ordinary shares that were transferred from Leonard Green & Partners, L. P. to a trust established to fund the equity plan, should have been excluded from the purchase price consideration. The correction of this Amendment No. 2 also included share-based compensation charge adjustments recorded through the Statement of Operations. Consolidated Statements of Cash Flows Year Ended December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As Restated Cash Flows From Operating Activities Net loss (2)(3) $ (106,310) $ (205,559) $ (38,756) $ (350,625) $ (210,977) $ (47,656) $ (258,633) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 303,150 — — 303,150 200,542 — 200,542 Bad debt expense 3,332 — — 3,332 1,331 — 1,331 Deferred income tax benefit (45,105) — (404) (45,509) 357 — 357 Share-based compensation 35,422 — (1,264) 34,158 51,383 — 51,383 Restructuring and impairment 5,288 — (76) 5,212 — — — Gain on foreign currency forward contracts (2,903) — — (2,903) — — — Mark to market adjustment on contingent and phantom shares (3) 24,218 — 994 25,212 — — — Mark to market adjustment on financial instruments (As Restated) (2) — 205,062 — 205,062 — 47,656 47,656 Loss on extinguishment of debt — — — — 50,676 — 50,676 Gain on disposal of business (29,192) — — (29,192) — — — Impairment on assets held for sale — — — — 18,431 — 18,431 Deferred finance charges 5,752 — — 5,752 2,496 — 2,496 Tax indemnity write-off — — — — — — — Other operating activities 2,611 — — 2,611 (374) — (374) Changes in operating assets and liabilities: Accounts receivable (1) 16,234 13,713 — 29,947 (593) — (593) Prepaid expenses 5,245 497 — 5,742 (10,224) — (10,224) Other assets (1) 56,771 (13,713) 2,620 45,678 (975) — (975) Accounts payable (2,851) — — (2,851) (13,838) — (13,838) Accrued expenses and other current liabilities (3) (90,568) — 35,774 (54,794) 1,095 — 1,095 Deferred revenues 80,683 — — 80,683 33,480 — 33,480 Operating lease right of use assets 5,329 — — 5,329 11,365 — 11,365 Operating lease liabilities (6,064) — — (6,064) (11,251) — (11,251) Other liabilities 2,458 — 1,112 3,570 (5,344) — (5,344) Net cash provided by operating activities 263,500 — — 263,500 117,580 — 117,580 Cash Flows From Investing Activities Capital expenditures (107,713) — — (107,713) (69,836) — (69,836) Acquisitions, net of cash acquired (4) (2,919,871) — 3,400 (2,916,471) (68,424) — (68,424) Acquisition of intangible assets (5,982) — — (5,982) (2,625) — (2,625) Proceeds from sale of product line, net of restricted cash 41,398 — — 41,398 — — — Net cash used in investing activities (2,992,168) — 3,400 (2,988,768) (140,885) — (140,885) Cash Flows From Financing Activities Proceeds from revolving credit facility 60,000 — — 60,000 70,000 — 70,000 Principal payments on term loan (12,600) — — (12,600) (641,509) — (641,509) Repayments of revolving credit facility (125,000) — — (125,000) (50,000) — (50,000) Payment of debt issuance costs (38,340) — — (38,340) (41,923) — (41,923) Contingent purchase price payment (7,816) — — (7,816) (2,371) — (2,371) Consolidated Statements of Cash Flows Year Ended December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As Restated Proceeds from reverse recapitalization — — — — 682,087 — 682,087 Proceeds from issuance of debt 1,960,000 — — 1,960,000 1,600,000 — 1,600,000 Extinguishment of debt — — — — (1,342,651) — (1,342,651) Tax receivable agreement payout — — — — (200,000) — (200,000) Proceeds from issuance of ordinary shares 843,744 — — 843,744 — — — Proceeds from warrant exercises 277,526 — — 277,526 — — — Proceeds from stock options exercised 2,122 — — 2,122 1,582 — 1,582 Payments related to tax withholding for stock-based compensation (33,056) — — (33,056) — — — Net cash provided by financing activities 2,926,580 — — 2,926,580 75,215 — 75,215 Effects of exchange rates (5,043) — — (5,043) (971) — (971) Net increase in cash and cash equivalents, and restricted cash 192,869 — 3,400 196,269 50,939 — 50,939 Beginning of period: Cash and cash equivalents 76,130 — — 76,130 25,575 — 25,575 Restricted cash 9 — — 9 9 — 9 Total cash and cash equivalents, and restricted cash, beginning of period 76,139 — — 76,139 25,584 — 25,584 Less: Cash included in assets held for sale, end of period — — — — (384) — (384) Cash and cash equivalents, and restricted cash, end of period 269,008 — 3,400 272,408 76,139 — 76,139 End of period: Cash and cash equivalents 257,730 — — 257,730 76,130 — 76,130 Restricted cash 11,278 — 3,400 14,678 9 — 9 Total cash and cash equivalents, and restricted cash, end of period $ 269,008 $ — $ 3,400 $ 272,408 $ 76,139 $ — $ 76,139 Supplemental Cash Flow Information Cash paid for interest $ 97,510 $ — $ — $ 97,510 $ 101,164 $ — $ 101,164 Cash paid for income tax $ 27,621 $ — $ — $ 27,621 $ 29,204 $ — $ 29,204 Capital expenditures included in accounts payable $ 7,783 $ — $ — $ 7,783 $ 8,762 $ — $ 8,762 Assets received as reverse recapitalization capital $ — $ — $ — $ — $ 1,877 $ — $ 1,877 Liabilities assumed as reduction of reverse recapitalization capital $ — $ — $ — $ — $ 5,910 $ — $ 5,910 Non-cash investing activities: Shares issued and returned for funding of CPA Global Equity Plan $ — $ — $ (196,038) $ (196,038) $ — $ — $ — (1) Includes restatement of the classification of certain current assets on the Consolidated Balance Sheet as of December 31, 2020 as described in Note 2 - Basis of Presentation. (2) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in the recording of a mark to market adjustment, impacting Net loss. (3) Share-based compensation charges - The correction of these misstatements resulted in the recording of share-based compensation charges, impacting Net loss. (4) Represents restricted cash acquired to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Combinations | Business Combinations The Company determines whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the set is not a business. If it is not met, the Company then evaluates whether the set meets the requirement that a business include, at a minimum, an input and as substantive process that together significantly contribute to the ability to create outputs. Business combinations are accounted for using the acquisition method at the acquisition date, which is when control is obtained. The consideration transferred is generally measured at fair value, as are the identifiable assets acquired and liabilities assumed. During the one-year period following the acquisition date, if an adjustment is identified based on new information about facts and circumstances that existed as of the acquisition date, the Company will record measurement-period adjustments related to the acquisitions in the period in which the adjustment is identified. Goodwill is measured at the acquisition date as the fair value of the consideration transferred (including, if applicable, the fair value of any previously held equity interest and any non-controlling interests) less the net recognized amount (which is generally the fair value) of the identifiable assets acquired and liabilities assumed. |
Principles of Consolidation | Principles of ConsolidationThe accompanying Consolidated Financial Statements include the accounts and operations of the Company, and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most important of these relate to share-based compensation expenses, revenue recognition, the allowance for doubtful accounts, internally developed computer software, valuation of goodwill and other identifiable intangible assets, determination of the projected benefit obligations of the defined benefit plans, income taxes, fair value of stock options, derivatives and financial instruments, contingent earn-out, and the tax related valuation allowances. On an ongoing basis, management evaluates these estimates, assumptions and judgments, in reference to historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of purchase of three months or less. |
Accounts Receivable | Accounts Receivable Through the adoption of ASU 2016-13 and the related standards, the Company revised its policy regarding the recognition of expected credit losses and for its accounts receivable portfolio. 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, 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 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. |
Concentration of Credit Risk | Concentration of Credit Risk Accounts receivable are the primary financial instrument that potentially subjects the Company to significant concentrations of credit risk. Accounts receivable represents arrangements in which services were transferred to a customer before the customer pays consideration or before payment is due. Contracts with payment in arrears are recognized as receivables after the Company considers whether a significant financing component exists. The Company does not require collateral or other securities to support customer receivables. Management performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed appropriate. Credit losses have been immaterial and reasonable within management’s expectations. No single customer accounted for more than 1% of revenues and our ten largest customers represented only 6% of revenues for the year ended December 31, 2020. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and consequently, the Company believes that such funds are subject to minimal credit risk. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses represent amounts that the Company has paid in advance of receiving benefits or services. Prepaid expenses include amounts for system and service contracts, sales commissions, deposits, prepaid royalties and insurance and are recognized as an expense over the general contractual period that the Company expects to benefit from the underlying asset or service. |
Property and Equipment, net | Property and Equipment, netGenerally, property and equipment are recorded at cost and are depreciated over the respective estimated useful lives. Depreciation is computed using the straight‑line method. Repair and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of sold or retired assets are removed from the accounts and any gain or loss is included within Loss from operations in the Consolidated Statements of Operations. |
Computer Software and Identifiable Intangible Assets, net | Computer Software Development costs related to internally generated software are capitalized once a project has progressed beyond a conceptual, preliminary stage to that of the application development stage. Costs of significant improvements on existing software for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage, data conversion and post-implementation/operation stage of an internal use software development project are expensed as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software. Purchased software is amortized over three years, which is the estimated useful life of the related software. The capitalized amounts, net of accumulated amortization, are included in Other intangible assets, net in the Consolidated Balance Sheets. The cost and related accumulated amortization of sold or retired assets are removed from the accounts and any gain or loss is included within Loss from operations in the Consolidated Statements of Operations. Computer software is evaluated for impairment whenever circumstances indicate the carrying amount may not be recoverable. The test for impairment compares the carrying amounts with the sum of undiscounted cash flows related to the asset. If the carrying value is greater than the undiscounted cash flows of the asset, the asset is written down to its estimated fair value. Identifiable Intangible Assets, net Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization or accumulated impairment for indefinite-lived intangible assets. Useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully amortized assets are retained at cost and accumulated amortization accounts until such assets are derecognized. Customer Relationships — Customer relationships primarily consist of customer contracts and customer relationships arising from such contracts. Databases and Content — Databases and content primarily consists of repositories of the Company’s specific financial and customer information and intellectual content. Developed Technology — Developed technology primarily consists of proprietary technology used for healthcare data, analytics, and insights products and services. Backlog — Backlog primarily consists of orders and contracts received for which performance has not occurred prior to being acquired by the Company. Non-compete agreements — Non-compete agreements primarily consist of agreements with employees of acquired entities to ensure that if they cease employment with the Company, they will not involve themselves with competition of the business for a given duration. Trade Names — Trade names consist of purchased brand names that the Company continues to use. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. The Company evaluates its long-lived assets, including computer hardware and other property, computer software, and finite-lived intangible assets for impairment whenever circumstances indicate that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. An asset is assessed for impairment at the lowest level that the asset generates cash inflows that are largely independent of cash inflows from other assets. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Management identified an impairment loss in connection with the divestiture of certain assets and liabilities of its MarkMonitor Product Line within its IP segment in the year ended December 31, 2019. As a result of restructuring initiatives, the Company recorded non-cash impairment for leases in the year ended December 31, 2020. See Note 25 - Restructuring and Impairment for further information. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets 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 Accounting Standards Codification ("ASC") Topic 350. The Company identified six reporting units due to a change in the Company’s reporting structure for the year ended December 31, 2020 and five reporting unit for the years ended December 31, 2019 and 2018. The Company evaluates the recoverability of goodwill at the reporting unit level. The Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made that, based on the qualitative factors, an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be determined and compared to its carrying value including goodwill. In determining the fair value of a reporting unit, the Company estimates the fair value of a reporting unit using the fair value derived from the income approach. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit; whereas, the income approach uses a discounted cash flow (“DCF”) model. The DCF model determines the fair value of our reporting units based on projected future discounted cash flows, which include significant assumptions related to revenue growth rates, operating margins, anticipated future economic conditions, and the appropriate discount rates relative to risk and estimates of residual values. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired, and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company will recognize the difference as an impairment charge. Management concluded that no goodwill impairment existed for any of the periods presented. |
Other Current and Non-Current Assets and Liabilities | Other Current and Non-Current Assets and Liabilities The Company defines current assets and liabilities as those from which it will benefit from or which it has an obligation for within one year that do not otherwise classify as assets or liabilities separately reported on the Consolidated Balance Sheets. Other non-current assets and liabilities are expected to benefit the Company or cause its obligation beyond one year. The Company classifies the current portion of long-term assets and liabilities as current assets or liabilities. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. |
Accounts Payable and Accruals | Accounts Payable and Accruals Accounts payable and accruals are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable and accruals are recognized initially at their settlement value, and are classified as current liabilities if payment is due within one year or less. |
Warrant Liability | Warrant Liabilities The Company accounts for Private Placement Warrants for shares of the Company's ordinary stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of Mark to market adjustment on financial instruments on the Consolidated Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary stock warrants. At that time, the portion of the warrant liabilities related to the ordinary stock warrants will be reclassified to additional paid-in capital. The amount of expense recorded within the Consolidated Statement of Operations for each period as a result of the changes in fair value was $205,062 and $47,656 for the fiscal year end December 31, 2020 and 2019, respectively. |
Debt | Debt Debt is recognized initially at par value, net of any applicable discounts or financing costs. Debt is subsequently stated at amortized cost with any difference between the proceeds (net of transactions costs) and the redemption value recognized in the Consolidated Statements of Operations over the term of the debt using the effective interest method. Interest on indebtedness is expensed as incurred. Debt is classified as a current liability when due within 12 months after the end of the reporting period. |
Tax Receivable Agreement and Taxation | Tax Receivable Agreement (“TRA”) Concurrent with the completion of the 2019 Transaction, in May 2019 we became a party to a TRA with our pre-business combination equity holders. Under the TRA, we are generally required to pay to certain pre-business combination equity holders approximately 85% of the amount of calculated tax savings, if any, we are deemed to realize (using the actual applicable U.S. federal income tax rate and an assumed combined state and local income tax rate) as a result of (1) any existing tax attributes associated with Covered Tax Assets acquired in the pre-business combination organizational transactions, the benefit of which is allocable to us as a result of such transactions, (2) net operating loss (NOL) carryforwards available as a result of such transactions and (3) tax benefits related to imputed interest. Further, there may be significant changes, to the estimate of the TRA liability due to various reasons including changes in corporate tax law, changes in estimates of the amount or timing of future taxable income, and other items. Changes in those estimates are recognized as adjustments to the related TRA liability, with offsetting impacts recorded in the Consolidated Statements of Operations as Other operating income (expense), net. On August 21, 2019 the Company entered into a TRA Buyout Agreement to settle the outstanding liability. The settlement of the original TRA liability pursuant to the TRA Buyout Agreement was accounted for as an adjustment to Shareholders' equity. Taxation The Company recognizes income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining the consolidated Income tax expense for financial statement purposes. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In assessing the realizability of deferred tax assets, we consider future taxable income by tax jurisdiction and tax planning strategies. The Company records a valuation allowance to reduce our deferred tax assets to equal an amount that is more likely than not to be realized. Changes in tax laws and tax rates could also affect recorded deferred tax assets and liabilities in the future. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC Topic 740, Income Taxes , states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company first records unrecognized tax benefits as liabilities in accordance with ASC 740 and then adjusts these liabilities when our judgment changes as a result of the evaluation of new information not previously available at the time of establishing the liability. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. Interest accrued related to unrecognized tax benefits and income tax related penalties are included in the Benefit (provision) for income taxes. |
Derivative Financial Instruments | Derivative Financial Instruments Foreign Exchange Forward Contracts The Company periodically enters into foreign currency contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks. These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. These contracts generally do not exceed 180 days in duration, and these instruments are carried as assets when the fair value is positive (Other current assets on the Consolidated Balance Sheets), and as liabilities when the fair value is negative (Other current liabilities on the Consolidated Balance Sheets). The resulting gain or loss is recognized in profit or loss (other operating income (expense), net) immediately. Interest Rate Swaps The Company has interest rate swaps with counterparties to reduce its exposure to variability in cash flows relating to interest payments on a portion of its outstanding first lien senior secured term loan facility in an aggregate principal amount of $2,847,400 (“Term Loan Facility”). The Company applies hedge accounting and has designated these instruments as cash flow hedges of the risk associated with floating interest rates on designated future quarterly interest payments. Management assumes the hedge is highly effective and therefore changes in the value of the hedging instrument are recorded in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Any ineffectiveness is recorded in earnings. Amounts in Accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged transactions affect earnings, or upon termination of the hedging relationship. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s interest rate swap derivative instruments are classified as Level 2. Earn-out liabilities and defined benefit plan assets are classified as Level 3. The Company assesses the fair value of the foreign exchange forward contracts, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. The Company also receives and reviews third party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs. |
Contingent Considerations | Contingent Considerations The Company records liabilities for the estimated cost of such contingencies when expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the potential liability in these matters. We engage outside experts as deemed necessary or appropriate to assist in the calculation of the liability, however management is responsible for evaluating the estimate. As information becomes available regarding changes in circumstances for ongoing contingent considerations, our potential liability is reassessed and adjusted as necessary. See Note 23 - Commitments and Contingencies for further information on contingencies. |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits The Company may be required to sponsor pension benefit plans, for certain international markets, which are unfunded and are not material for the Company. The net periodic pension expense is actuarially determined on an annual basis by independent actuaries using the projected unit credit method. The determination of benefit expense requires assumptions such as the discount rate, which is used to measure service cost, benefit plan obligations and the interest expense on the plan obligations. Other significant assumptions include expected mortality, the expected rate of increase with respect to future compensation and pension. Because the determination of the cost and obligations associated with employee future benefits requires the use of various assumptions, there is measurement uncertainty inherent in the actuarial valuation process. Actual results will differ from results which are estimated based on assumptions. The liability recognized in the Consolidated Balance Sheets is the present value of the defined benefit obligation at the end of the reporting period. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The defined benefit obligation is included in Other non-current liabilities in the Consolidated Balance Sheets. All actuarial gains and losses that arise in calculating the present value of the defined benefit obligation are recognized immediately in Accumulated deficit and included in the Consolidated Statements of Comprehensive Income (Loss). See Note 13 - Pension and Other Post‑Retirement Benefits for balances and further details including an estimate of the impact on the Consolidated Financial Statements from changes in the most critical assumptions. Employer contributions to defined contribution plans are expensed as incurred, which is as the related employee service is rendered. |
Revenue Recognition and Deferred Revenues | Revenue Recognition The Company derives revenue by selling information on a subscription and single transaction basis as well as from performing professional services. The Company recognizes revenue when control of these services are transferred to the customer for an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. Revenue is recognized net of discounts and rebates, as well as value added and other sales taxes. Cash received or receivable in advance of the delivery of the services or publications is included in deferred revenues. The Company disaggregates revenue based on revenue recognition pattern. Subscription based revenues recognize revenue over time, whereas our transactional and re-occurring revenues recognize revenue at a point in time. The Company believes subscription, transaction and re-occurring is reflective of how the Company manages the business. The revenue recognition policies for the Company’s revenue streams are discussed below. Subscription Revenues Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers. Revenues from the sale of subscription data and analytics solutions are typically invoiced annually in advance and recognized ratably over the year as revenues are earned. Subscription revenues are typically generated either on (i) an enterprise basis, meaning that the organization has a license for the particular product or service offering and then anyone within the organization can use it at no additional cost, (ii) a seat basis, meaning each individual that uses the particular product or service offering has to have his or her own license, or (iii) a unit basis, meaning that incremental revenues are generated on an existing subscription each time the product is used (e.g., a trademark or brand is searched or assessed). Transactional Revenues Transactional revenues are revenues that are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Revenues from the sale of transactional products and services are invoiced according to the terms of the contract, typically in arrears. Transactional content sales are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. In the case of professional services, these contracts vary in length from several months to years for multi-year projects and customers and typically invoiced based on the achievement of milestones. Transactional revenues are typically generated on a unit basis, although for certain product and service offerings transactional revenues are generated on a seat basis. Transactional revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order. Re-occurring Revenues Re-occurring revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or the contract is for multiple years. Re-occurring revenues are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. The most significant components of our re-occurring revenues is our 'renewal' business within CPA Global. |
Performance Obligations | Performance Obligations Content Subscription: Content subscription performance obligations are most prevalent in the Web of Science, Derwent, and Life Sciences Product Lines. Content subscriptions are subscriptions that can only be accessed through the Company’s online platform for a specified period of time through downloads or access codes. In addition to the primary content subscription, these types of performance obligations can often include other performance obligations, such as training subscriptions, access to historical content, software licenses, professional services, maintenance and other optional content. Revenue for these performance obligations are primarily recognized over the length of the contract (i.e. subscription revenue). Within the Life Sciences Product Line and resulting from the DRG acquisition, the Company provides analytics and syndicated research and syndicated databases through subscription and membership contracts and through the sale of single reports from the syndicated series. Subscription based revenues are recognized ratably over the period that the service is being provided, generally one year. There are instances where Content Subscription revenue could be recognized upon delivery (i.e. transactional revenue). Historical content and some optional content can be purchased via a perpetual license, which would be recognized upon delivery. Fees are typically paid annually at the beginning of each term. Additionally, within the Life Sciences Product Line and resulting from the DRG acquisition, the Company sells certain studies and reports on a single requisition basis to customers. Revenue from the sale of single reports is recognized at a point in time of delivery if all other revenue recognition criteria are met. Packages of select single reports are recognized pro rata as the individual reports are delivered if all other revenue recognition criteria are met based on estimated selling price. IP Software Subscription: This performance obligation relates to the CPA Global Product Line. The Company provides a suite of software packages and solutions designed for customers to manage their own IP, using a single IP Management Software (“IPMS”) platform. All software products are delivered to the customers in one of two ways (i) On-premise the software is purchased by the customer and installed directly onto the customer’s own operating systems and (ii) Software- as-a-Service (“SaaS”) software is hosted centrally on a cloud-based system and usage is licensed on an annual subscription fee basis. IP software contracts with customers often include a number of other services such as implementation support, installation, data migration, training to help customers deploy and use products more efficiently, upgrades released over the contract period and after sales support. On-premise licenses are considered distinct performance obligations when sold with other services in the contract and revenue is recognized upfront at the point in time when the software is made available to the customer. In case of software sold as a subscription, the cloud based hosted services and post-sales support and maintenance are considered as one performance obligation distinct from other services in the contract. Revenue is recognized on a straight-line basis over the period of contract as customers simultaneously consume and receive benefits, given that distinct performance obligations are satisfied over time. Domain Registration Services: This performance obligation relates to the MarkMonitor Product Line. This is a service to register domain names with the applicable registries, with the Company being responsible for monitoring the domain name expiration and paying the registry before expiration. In addition, the Company has an ongoing responsibility to ensure the domain name is maintained at the registry. Customers typically sign a one Search Services: This performance obligation relates to the CompuMark Product Line. It is a comprehensive search report across multiple databases for a proposed trademark. The report is compiled by Clarivate’s analysts and sent to customers. Revenue is recognized upon delivery of the report. Fees are typically paid upon delivery. Trademark Watch: This performance obligation relates to the CompuMark Product Line. Trademark watch service is an annual subscription that allows customers to protect their trademarks from infringement by providing timely notification of newly filed or published trademarks. Revenue is recognized over the term of the contract, with fees paid annually at the beginning of each contract term. IP Services: This performance obligation relates to the CPA Global Product Line. This includes services related to (i) on-premise software installation, (ii) post-sales software support services,(iii) keeping software updated for any changes in laws (i.e., law update service), (iv) docketing, (v) search and examination services provided to various PTOs. Revenue from IP services is recognized over the period of the contract as and when the service is provided. Validation Services: This performance obligation relates to the CPA Global Product Line. This involves services related to:(i) registration of a patent granted in Europe, to various individual countries where it will ultimately been enforceable; (ii) translation of documents to be submitted to a PTO in local language; (iii) registration of address with PTO, for all future notifications to be received on behalf of the IP holder; and (iv) management of notifications on behalf of IP holder over the lifetime of the patent. The Company has determined each of the above services performed represent separate performance obligations. Revenue is recognized once the provision of the service is complete and this point is reached when a purchase invoice is received from the agent for (i) and (ii) above, when registration with the PTO gets completed for (iii) above. With respect to management of notifications, revenue is recognized over the lifetime of the patent on a straight-line basis. Revenue from Validation Services is recognized net of official fees collected from customers for remittance to the PTO and any taxes collected from customers, which are subsequently remitted to governmental authorities. IP Transaction Processing: This performance obligation related to the IPM Product Line that was disposed of in October of 2018 and reacquired as part of the acquisition of the CPA Global business and Product Line in October of 2020. These services consist of gathering all necessary data and information, preparing the renewal applications, and submitting payment to the patent and trademark office (“PTO”) in the relevant country on behalf of the IP holders and the Company could have potential liability for the successful completion of the renewal application process, for which we carry insurance. The Company has determined there is one performance obligation relating to the provision of the service, which includes compiling the necessary data and submitting the renewal application, as well as facilitating the payment from the customer to the PTO. Revenue is recognized once the provision of the service is complete and this point is reached when the PTO receives the payment and documentation to renew the patent or trademark. The PTO fees and any taxes collected from customers are deemed fees collected on behalf of third parties, and therefore revenue from renewals services is recognized net of these fees. Revenue is recognized upon transfer of control of the promised service to customers (i.e., at the time the renewal paperwork and payment are submitted to the PTO) because at that point the Company has a right to payment and the risks and rewards associated with the Renewal Preparation service are transferred to the customer, coupled with the fact customer acceptance is deemed a formality that does not impact the timing of transfer of control. Principal Versus Agent For revenue generated from contracts with customers involving another party, the Company considers if we maintain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, collection risk, and discretion in establishing price. The assessment of whether we are considered the Principal or the Agent in a transaction could impact our revenues and cost of revenues recognized on the consolidated statements of operations. The Company evaluated whether contracts with customers involving another party related to the Content Subscription performance obligation have been provided in the capacity as principal or agent and concluded that the Company acts as a Principal based on our responsibility for fulfilling the contract and latitude in establishing the price. Therefore, the Company reports the revenues from these transactions on a gross basis and records the related third-party commission fees as cost of revenues. The Company evaluated whether the IP Transaction Processing performance obligation and services, as well as the Validation Services performance obligation, have been provided in the capacity as principal or agent, and on the basis of the following factors concluded the Company is acting as a Principal: (a) The Company is responsible for compiling the necessary data and submitting the renewal application, as well as facilitating the payment from the customer to the PTO. In doing this, the Company’s performance obligation does not include legally renewing the IP, but instead facilitating that process, but the ultimate responsibility for legally renewing the IP rests with PTO; (b) The Company has latitude in establishing pricing for its services. |
Variable Consideration | Variable ConsiderationIn some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events, such as retroactive discounts provided to the customers, indexed or volume-based discounts, and revenue between contract expiration and renewal. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current, and forecasted) that is reasonably available to the Company. |
Significant Judgments | Significant Judgments Significant judgments and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Determining a standalone selling price that may not be directly observable amongst all the products and performance obligations requires judgment. Specifically, many Web of Science, DRG, and CPA Global Product Line contracts include multiple product offerings, which may have both subscription and transactional revenues. Judgment is also required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the subscription service and recognized over time for other products. The Company allocates value to primary content subscriptions or licenses and accompanying performance obligations, such as training subscriptions, access to historical content, maintenance and other optional content. When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. The Company utilizes its standard price lists to determine the standalone selling price based on the product and country. |
Cost to Obtain a Contract and Cost of Revenues | Cost to Obtain a ContractCommission costs represent costs to obtain a contract and are considered contract assets. The Company pays commissions to the sales managers and support teams for earning new customers and renewing contracts with existing customers. These commission costs are capitalized within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets. The costs are amortized to Selling, general and administrative expenses within the Consolidated Statements of Operations. The amortization period is between one |
Selling, General and Administrative | Selling, General and Administrative Selling, general and administrative includes compensation for support and administrative functions in addition to rent, office expenses, professional fees and other miscellaneous expenses. In addition, it includes selling and marketing costs associated with acquiring new customers or selling new products or product renewals to existing customers. Such costs primarily relate to wages and commissions for sales and marketing personnel. |
Depreciation | Depreciation Depreciation expense relates to the Company’s fixed assets including furniture & fixtures, hardware, and leasehold improvements. These assets are depreciated over their expected useful lives, and in the case of leasehold improvements over the shorter of their useful life or the term of the related lease. |
Amortization | Amortization Amortization expense relates to the Company’s finite-lived intangible assets including databases and content, customer relationships, computer software, and trade names. These assets are being amortized over periods of 2 to 23 years. |
Impairment on Assets Held for Sale | Impairment on Assets Held for Sale Impairment on assets held for sale represents an impairment charge recorded for certain assets classified as assets held for sale. |
Share-Based Compensation | Share-based Compensation Share-based compensation expense includes cost associated with stock options, restricted share units (“RSUs”), performance share units ("PSUs"), 2019 Transaction related shares granted to certain members of key management and equity compensation plans of the acquired CPA Global business. Share-based awards are recognized in the Consolidated Statements of Operations based on their grant date fair values. We amortize the value of share-based awards to expense over the vesting period on a graded-scale basis. The incremental fair value of modifications to stock awards is estimated at the date of modification. We recognize any additional estimated expense in the period of modification for vested awards and over the remaining vesting period for un-vested awards. The Company elects to recognize forfeitures as they occur. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. The expected term represents the amount of time that options granted are expected to be outstanding, based on forecasted exercise behavior. The risk-free rate is based on the rate at grant date of zero-coupon U.S. treasury notes with a term comparable to the expected term of the option. Expected volatility is estimated based on the historical volatility of comparable public entities' stock price from the same industry. The Company’s dividend yield is based on forecasted expected payments, which are expected to be zero for current plan. The Company recognizes compensation expense over the vesting period of the award on a graded-scale basis. The share-based compensation cost of time-based RSU and PSU grants is calculate by multiplying the grant date fair market value by the number of shares granted. We recognize compensation expense over the vesting period of the award. Equity compensation plans of the acquired CPA Global business are accounted for as a liability as they will be paid in cash. Changes in the fair value of the award are marked to market at the end of each reporting period. In connection with the CPA Global Equity Plan, a related trust was established by Leonard Green & Partners, L. P. to fund the plan. Clarivate will consolidate the substance of the CPA Global Equity Plan trust asset, comprised of cash that already existed in the trust as of the acquisition date, and the ordinary shares classified as treasury shares, to fund the payout. |
Restructuring | RestructuringRestructuring expense includes costs associated with involuntary termination benefits provided to employees, certain contract termination costs, and other costs associated with an exit or disposal activity. The involuntary termination benefits included within restructuring charges are recognized in accordance with ASC 420, Exit or Disposal Cost Obligations or ASC 712, Compensation – Nonretirement Postemployment Benefits, as applicable. Liabilities are recognized in accordance with ASC 420 when the programs were approved, the employees to be terminated were identified, the terms of the arrangement were established, it was determined changes to the plan were unlikely to occur and the arrangements were communicated to employees. Liabilities for nonretirement postemployment benefits that fall under ASC 712 are recognized when the severance liability was determined to be probable of being paid and reasonably estimable. The liabilities are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The corresponding expenses are recorded within Restructuring and impairment in the Consolidated Statements of Operations. See Note 25 - Restructuring and Impairment for further details. |
Other Operating Income (Expense), Net | Other Operating Income (Expense), NetOther operating income (expense) consists of gains or losses related to the disposal of our assets, asset impairments or write-downs and the consolidated impact of re-measurement of the assets and liabilities of our company and our subsidiaries that are denominated in currencies other than each relevant entity’s functional currency. Other operating income (expense), net includes a tax indemnification write down related to the 2016 Transaction for the year ended December 31, 2018. See Note 23 - Commitments and Contingencies - Tax Indemnity section for further details. The gain on sale of the divested IPM Product Line and related assets is also included in the year ended December 31, 2018. The gain and loss of certain divested non-core assets and liabilities of the IP segment and MarkMonitor Product Line of the IP segment are included in the year ended December 31, 2020. |
Interest Expense, Net | Interest Expense, NetInterest expense, net consists of interest expense related to our borrowings under the Term Loan Facility and the Notes as well as the amortization of debt issuance costs and interest related to certain derivative instruments. |
Foreign Currency Translation | Foreign Currency Translation The operations of each of the Company’s entities are measured using the currency of the primary economic environment in which the subsidiary operates (“functional currency”). Nonfunctional currency monetary balances are re-measured into the functional currency of the operation with any related gain or loss recorded in Selling, general and administrative costs, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations. Assets and liabilities of operations outside the U.S., for which the functional currency is the local currency, are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect during each fiscal |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from Net loss, transactions and other events or circumstances from non-owner sources. |
Advertising and Promotion Costs | Advertising and Promotion Costs Advertising and promotion costs are expensed as of the first date that the advertisements take place. Advertising expense was approximately $7,090, $9,574 and $12,150 for the years ended December 31, 2020, 2019, and 2018, respectively. |
Legal Costs | Legal Costs Legal costs are expensed and accrued for expected legal costs to be incurred for legal matters. |
Debt Issuance Costs | Debt Issuance CostsFees incurred to issue debt are generally deferred and amortized as a component of interest expense over the estimated term of the related debt using the effective interest rate method. |
Earnings Per Share | Earnings Per Share The calculation of earnings per share is based on the weighted average number of ordinary shares or ordinary stock equivalents outstanding during the applicable period. The dilutive effect of ordinary stock equivalents is excluded from basic earnings per share and is included in the calculation of diluted earnings per share. Potentially dilutive securities include outstanding stock options. Employee equity share options and similar equity instruments granted by the Company are treated as potential ordinary shares outstanding in computing diluted earnings per share. Diluted shares outstanding are calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in Ordinary shares when the award becomes deductible for tax purposes are assumed to be used to repurchase shares. |
Newly Adopted Accounting Standards and Recently Issued Accounting Standards | Newly Adopted Accounting Standards In February 2016, the FASB issued new guidance, Accounting Standard Update (“ASU”) 2016-02, related to leases in which lessees are required to recognize assets and liabilities on the balance sheet for leases having a term of more than 12 months. Recognition of these lease assets and lease liabilities represents a change from previous U.S. GAAP, which did not require lease assets and lease liabilities to be recognized for operating leases. Qualitative disclosures along with specific quantitative disclosures are required to provide enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. The Company adopted the standard, using a modified retrospective approach, on January 1, 2019. The provisions of ASU 2016-02 are effective for the Company’s fiscal year beginning January 1, 2019, including interim periods within that fiscal year. The Company elected the package of practical expedients included in this guidance, which allows it to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases, and the initial direct costs for existing leases. The Company does not recognize short-term leases on its Consolidated Balance Sheets, and recognizes those lease payments in Selling, general and administrative costs, excluding depreciation and amortization on the Consolidated Statements of Operations on a straight-line basis over the lease term. In June 2016, the FASB issued new guidance, ASU 2016-13, 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 $10,097 on the beginning Accumulated deficit balance in the Consolidated Balance Sheets as of January 1, 2020. In April 2019 and November 2019, the FASB issued ASU 2019-05 and ASU 2019-11, respectively, effective for the same period as ASU 2016-03. These updates offered options to entities intended to bring transition relief and offered clarification on the previously issued standard, respectively. The Company's accounting for credit losses did not change as a result of these two updates. In January 2017, the FASB issued new guidance, ASU 2017-04, which simplifies testing goodwill for impairment by eliminating Step 2 from the goodwill impairment test as described in previously issued guidance. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company elected to adopt this standard on January 1, 2019. This standard did not have a material impact on the Company’s Consolidated Financial Statements. In July 2018, the FASB issued ASU 2018-11, Leases — Targeted Improvements, as an update to the previously-issued guidance. This update added a transition option which allows for the recognition of a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption without recasting the financial statements in periods prior to adoption. The Company elected this transition option. In March 2019, the FASB issued ASU 2019-01, Leases, as an update to the previously-issued guidance. This update added a transition option which clarified the interim disclosure requirements as defined in ASC 250-10-50-3. The Company elected to provide the ASU 2016-02 transition disclosures as of the beginning of the period of adoption rather than the beginning of the earliest period presented. The guidance is effective for all entities during the same period that ASU 2016-02 is adopted. The standard had a material impact on our Consolidated Balance Sheets and Consolidated Statements of Cash Flows, but did not have an impact on our Consolidated Statements of Operations. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. In June 2018, the FASB issued guidance, ASU 2018-07, Compensation - Stock Compensation, which simplifies the accounting for nonemployee share-based payment transactions. The guidance is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. This standard did not have a material impact on the Company’s Consolidated Financial Statements. In July 2018, the FASB issued guidance, ASU 2018-09, Codification Improvements, which clarifies guidance that may have been incorrectly or inconsistently applied by certain entities. The guidance is effective for all entities for fiscal years beginning after December 15, 2018. This standard did not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued guidance, ASU 2018-13, Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. The guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 with early adoption permitted upon issuance of this update. The Company adopted this standard on January 1, 2019. This standard did not have a material impact on the Company’s Consolidated Financial Statements. 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 prospectively adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Consolidated Financial Statements. In November 2019, the FASB issued ASU 2019-10, Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which provides improvements or clarification and correction to the ASU 2016-02 Leases, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging, accounting standards updates. The guidance is effective upon adoption of the three ASUs, all of which the Company had already adopted. This standard did not have a material impact on the Company’s 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 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. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides 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 from the period March 12, 2020 through December 31, 2022. The Company has elected the optional expedients for its interest rate swap agreements and debt agreements with reference to LIBOR. Upon meeting the specified criteria in the guidance, the Company will continue to account for its interest rate swaps in accordance with hedge accounting and will not apply modification accounting to its debt agreements. In January 2021, the FASB issued ASU 2021-01, which made clarifications relating to the previously issued Reference Rate Reform guidance effective for the same period as ASU 2020-04. This clarification did have an effect on how the Company accounts for its interest rate swaps and debt agreements. Recently Issued Accounting Standards In August 2018, the FASB issued guidance, ASU 2018-14, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The guidance is effective for all entities for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this standard on its Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The guidance is effective for all entities for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company will adopt ASU 2019-12 in Q1 of 2021, and it is expected that the adoption will not have a material impact to the Consolidated Financial Statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity and amends the scope guidance for contracts in an entity's own equity and certain aspects of the EPS guidance. The guidance is effective for all entities for fiscal years beginning after December 15, 2021, albeit early adoption is permitted no earlier than fiscal years beginning after December 15, 2020. The Company evaluated the initial impact of the adoption of this standard and determined that there is no impact on its Consolidated Financial Statements as of December 31, 2020. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Property and Equipment | The estimated useful lives are as follows: Computer hardware 3 years Furniture, fixtures and equipment 5-7 years Leasehold improvements Lesser of lease term or estimated useful life Property and equipment, net consisted of the following: December 31, 2020 2019 Computer hardware $ 38,253 $ 24,620 Leasehold improvements 21,614 12,496 Furniture, fixtures and equipment 13,201 4,412 Total property and equipment, gross 73,068 41,528 Accumulated depreciation (36,801) (23,486) Total property and equipment, net $ 36,267 $ 18,042 |
Schedule of Finite-Lived Intangible Assets | Where applicable, intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 2 – 23 years Databases and content 2 – 20 years Developed technology 3 – 14 years Computer software 5 years Finite-lived trade names 2 - 18 years Non-compete agreements 5 years Backlog 4 years Indefinite-lived trade names Indefinite |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Revenue, Net Loss and Unaudited Pro Forma Information | The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss were as follows: Year ended December 31, 2020 Revenues, net (1) $ 186,428 Net income attributable to the Company's stockholders $ 4,999 (1) Includes $7,157 of a deferred revenue haircut recognized during the year ended December 31, 2020. Restated unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows: As Restated Year ended December 31, 2020 2019 Pro forma revenues, net $ 1,284,419 $ 1,174,295 Pro forma net loss attributable to the Company's stockholders - (As Restated) (303,457) (304,846) The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss since October 1, 2020 were as follows: Year ended December 31, 2020 Revenues, net (1) $ 157,504 Net loss attributable to the Company's stockholders $ (39,985) (1) Includes $15,297 of a deferred revenue haircut recognized during the year ended December 31, 2020. Restated unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows: As Restated Year ended December 31, 2020 2019 Pro forma revenues, net $ 1,709,312 $ 1,498,485 Pro forma net loss attributable to the Company's stockholders - (As Restated) (349,913) (403,653) |
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: As Originally Reported Adjustments (1) As Restated Amendment No. 2 Accounts receivable $ 52,193 $ — $ 52,193 Prepaid expenses 4,295 — 4,295 Other current assets 68,001 — 68,001 Property and equipment, net 4,136 — 4,136 Other intangible assets (1) 491,366 — 491,366 Other non-current assets 2,960 — 2,960 Operating lease right-of-use assets 25,099 — 25,099 Total assets $ 648,050 $ — $ 648,050 Accounts payable 3,474 — 3,474 Accrued expenses and other current liabilities 88,561 — 88,561 Current portion of deferred revenue 35,126 — 35,126 Current portion of operating lease liabilities 5,188 — 5,188 Deferred income taxes (2) 47,467 1,936 49,403 Non-current portion of deferred revenue 936 — 936 Operating lease liabilities 20,341 — 20,341 Total liabilities 201,093 1,936 203,029 Fair value of acquired identifiable assets and liabilities $ 446,957 $ (1,936) $ 445,021 Purchase price, net of cash (3) 944,220 — 944,220 Less: Fair value of acquired identifiable assets and liabilities 446,957 (1,936) 445,021 Goodwill $ 497,263 $ 1,936 $ 499,199 (1) Includes $3,966 of internally developed software in progress acquired. (2) The Company has corrected for the understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet in February 28, 2020. (3) The Company acquired cash of $20,777. As Originally Reported Adjustments (3) As Restated Amendment No. 2 Accounts receivable $ 373,124 $ — $ 373,124 Prepaid expenses 27,595 — 27,595 Other current assets 215,364 (176,950) 38,414 Property and equipment, net 12,288 — 12,288 Other intangible assets 4,920,317 — 4,920,317 Deferred income taxes 19,310 — 19,310 Other non-current assets 24,613 (17,333) 7,280 Operating lease right-of-use assets 30,649 — 30,649 Total assets $ 5,623,260 $ (194,283) $ 5,428,977 Accounts payable 53,501 — 53,501 Accrued expenses and other current liabilities 414,063 (178,874) 235,189 Current portion of deferred revenue 180,376 — 180,376 Current portion of operating lease liabilities 7,738 — 7,738 Non-current portion of deferred revenue 16,786 — 16,786 Deferred income taxes (1) 301,946 3,328 305,274 Other non-current liabilities 43,785 (19,478) 24,307 Operating lease liabilities 23,615 — 23,615 Total liabilities 1,041,810 (195,024) 846,786 Fair value of acquired identifiable assets and liabilities $ 4,581,450 $ 741 $ 4,582,191 Purchase price, net of cash (2)(3)(4) $ 8,740,989 $ (199,438) $ 8,541,551 Less: Fair value of acquired identifiable assets and liabilities 4,581,450 741 4,582,191 Goodwill $ 4,159,539 $ (200,179) $ 3,959,360 (1) Separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company has corrected the understatement of deferred tax liabilities of $3,328 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet in October 1, 2020. (2) The Company acquired cash and cash equivalents and restricted cash of $102,010. (3) Certain awards made by CPA Global under their equity plan and trust were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. The Company concluded that expenses should have been recognized as share-based compensation charges over the vesting period from October 1, 2020 to October 1, 2021, with only a portion of the liability recorded as part of acquisition accounting. In connection with the purchase accounting, and in accordance with ASC 805, the Company performed an analysis by grant date to attribute the liability between the pre-and-post combination periods. This resulted in an adjustment to Accrued expenses and other current liabilities of $178,874 and Other non-current liabilities of $19,478. See Note 17 - Employment and Compensation Arrangements for further details regarding the post combination treatment of the equity plan. (4) In addition, ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan, should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. Total Accounts receivable $ 1,132 Prepaid expenses 168 Other current assets 100 Property and equipment, net 354 Other intangible assets 21,957 Other non-current assets 283 Total assets $ 23,994 Accounts payable 73 Accrued expenses and other current liabilities 843 Current portion of deferred revenue 6,334 Deferred income taxes 4,802 Other non-current liabilities 283 Total liabilities $12,335 Fair value of acquired identifiable assets and liabilities $ 11,659 Purchase price, net of cash (1) 52,133 Less: Fair value of acquired identifiable assets and liabilities 11,659 Goodwill $ 40,474 (1) The Company acquired cash of $844. Total Accounts receivable $ 44 Prepaid expenses 7 Other current assets 844 Property and equipment, net 75 Other intangible assets 8,805 Other non-current assets 94 Total assets $ 9,869 Accounts payable 27 Accrued expenses and other current liabilities 1,512 Deferred income taxes 1,937 Total liabilities 3,476 Fair value of acquired identifiable assets and liabilities $ 6,393 Purchase price, net of cash (1) 9,254 Less: Fair value of acquired identifiable assets and liabilities 6,393 Goodwill $ 2,861 (1) The Company acquired cash of $2,191. The fair value of identifiable assets acquired and liabilities assumed for all acquisitions at closing during 2020, 2019, and 2018 respectively, net of cash acquired, and contingent consideration liabilities incurred in relation to the acquisitions are summarized below: 2020 2019 (1) 2018 Current assets $ 742,867 $ 2,137 $ 706 Property and equipment, net 16,853 86 — Finite-lived intangible assets 5,442,445 38,719 7,928 Goodwill 4,700,137 44,779 21,527 Other non-current assets 103,008 2 38 Total assets $ 11,005,310 $ 85,723 $ 30,199 Current liabilities 798,753 4,366 491 Non-current liabilities 459,961 8,920 2,054 Total liabilities 1,258,714 13,286 2,545 Net assets acquired $ 9,746,596 $ 72,437 $ 27,654 (1) Net assets acquired includes $3,500 related to the SequenceBase acquisition. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | 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 amortization period (in years): Fair Value as of February 28, 2020 Remaining Customer relationships $ 381,000 10-21 Database and content 50,200 2-7 Trade names 5,200 4-7 Purchased software 23,000 3-8 Backlog 28,000 4 Total identifiable intangible assets $ 487,400 Fair Value as of October 1, 2020 Remaining Customer relationships $ 4,643,306 17-23 Technology 266,224 6-14 Trademarks 10,787 2-17 Total identifiable intangible assets $ 4,920,317 Fair Value as of October 26, 2020 Remaining Customer relationships $ 19,989 11 Existing technology $ 1,892 6 Trade names $ 76 2 Total identifiable intangible assets $ 21,957 |
Schedule of business acquisitions, by acquisition | As Originally Reported Adjustments (1) As Restated Amendment No. 2 Issuance of 210,357,918 shares (1) $ 6,761,515 $ (196,038) $ 6,565,477 Cash paid for repayment of CPA Global's parent company debt and related interest rate swap termination charge 2,078,084 — 2,078,084 Total purchase price 8,839,599 (196,038) 8,643,561 Cash acquired (2) (98,610) (3,400) (102,010) Total purchase price, net of cash acquired $ 8,740,989 $ (199,438) $ 8,541,551 (1) Represents the adjustment to ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038, or 6,325,860 ordinary shares. (2) The adjustment r epresents restricted cash acquired to fund fixed cash awards and certain taxes related to the CPA Global Equity Plan. |
Assets Held for Sale and Dive_2
Assets Held for Sale and Divested Operations Assets Held for Sale and Divested Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities Held for Sale Related to Divestment | The carrying amount of major classes of assets and liabilities that are included in Assets held for sale and Liabilities held for sale at December 31, 2019 related to certain assets and liabilities of its MarkMonitor Product Line consist of the following: As of December 31, 2019 Assets: Current assets: Cash and cash equivalents $ 384 Prepaid expenses 1,692 Other current assets 198 Total current assets 2,274 Computer hardware and other property, net 2,961 Other intangible assets, net 18,957 Other non-current assets 1,993 Operating lease right-of-use assets 4,434 Total Assets held for sale $ 30,619 Liabilities: Current liabilities: Accounts payable $ 25 Accrued expenses and other current liabilities 1,764 Current portion of deferred revenues 18,067 Current portion of operating lease liabilities 1,314 Total current liabilities 21,170 Non-current portion of deferred revenues 834 Other non-current liabilities 163 Operating lease liabilities 4,701 Total Liabilities held for sale $ 26,868 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Receivables [Abstract] | |||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | O ur accounts receivable balance consists of the following as of December 31, 2020 and 2019 : Year ended December 31, 2020 2019 Accounts receivable $ 746,478 $ 350,369 Less: Accounts receivable allowance (8,745) (16,511) Accounts receivable, net $ 737,733 $ 333,858 | ||||||||
Accounts Receivable, before Allowance for Credit Loss, Current | $ 746,478 | $ 350,369 | |||||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | $ 737,733 | $ 238,638 | $ 279,160 | $ 343,177 | $ 333,858 | $ 226,997 | $ 270,584 | $ 331,295 | $ 317,808 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost | The following illustrates the lease costs for the years ended December 31, 2020 and 2019: December 31, 2020 2019 Operating lease cost $ 24,438 $ 27,812 Short-term lease cost 701 296 Variable lease cost 1,317 1,213 Total lease cost $ 26,456 $ 29,321 December 31, 2020 2019 Other information Cash Paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $31,841 $24,303 Right-of-use assets obtained in exchange for lease obligations Operating leases $8,542 $6,386 Weighted-average remaining lease term - operating leases 6 6 Weighted-average discount rate - operating leases 5.2 % 5.8 % |
Operating Lease Maturity | The future aggregate minimum lease payments as of December 31, 2020 under all non-cancelable operating leases for the years noted are as follows: Year ending December 31, 2021 $ 35,963 2022 30,808 2023 26,960 2024 21,976 2025 15,048 2026 & Thereafter 29,142 Total operating lease commitments 159,897 Less imputed interest (21,624) Total $ 138,273 Year ended December 31, 2019 $ 22,140 2020 19,531 2021 17,240 2022 15,333 2023 14,944 Thereafter 40,367 Total operating lease commitments $ 129,555 |
Computer Hardware and Other P_2
Computer Hardware and Other Property, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of computer hardware and other property, net | The estimated useful lives are as follows: Computer hardware 3 years Furniture, fixtures and equipment 5-7 years Leasehold improvements Lesser of lease term or estimated useful life Property and equipment, net consisted of the following: December 31, 2020 2019 Computer hardware $ 38,253 $ 24,620 Leasehold improvements 21,614 12,496 Furniture, fixtures and equipment 13,201 4,412 Total property and equipment, gross 73,068 41,528 Accumulated depreciation (36,801) (23,486) Total property and equipment, net $ 36,267 $ 18,042 |
Other Intangible Assets, net _2
Other Intangible Assets, net and Goodwill (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of identifiable intangible assets | December 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 5,598,175 $ (261,350) $ 5,336,825 $ 280,493 $ (180,571) $ 99,922 Databases and content 1,848,041 (464,683) 1,383,358 1,755,323 (342,385) 1,412,938 Computer software 658,976 (209,611) 449,365 285,701 (135,919) 149,782 Trade names 18,606 (2,360) 16,246 1,570 — 1,570 Backlog 29,216 (5,905) 23,311 — — — Finite-lived intangible assets 8,153,014 (943,909) 7,209,105 2,323,087 (658,875) 1,664,212 Indefinite-lived intangible assets Trade names 161,245 — 161,245 164,428 — 164,428 Total intangible assets $ 8,314,259 $ (943,909) $ 7,370,350 $ 2,487,515 $ (658,875) $ 1,828,640 | |
Schedule of weighted-average amortization period for finite-lived intangible assets | The weighted-average amortization period for each class of finite-lived intangible assets and for total finite-lived intangible assets, which range between 2 and 20 years, is as follows: Remaining Weighted - Average Amortization Period (in years) Customer relationships 22.22 Databases and content 13.68 Computer software 9.62 Trade names 5.39 Backlog 4.04 Total 19.73 | |
Schedule of estimated amortization for five succeeding years | Estimated amortization for each of the five succeeding years as of December 31, 2020 is as follows: 2021 $ 503,174 2022 466,526 2023 422,536 2024 400,836 2025 392,076 Thereafter 5,002,280 Subtotal finite-lived intangible assets 7,187,428 Internally developed software projects in process 21,677 Total finite-lived intangible assets 7,209,105 Intangibles with indefinite lives 161,245 Total intangible assets $ 7,370,350 | |
Schedule of change in the carrying amount of goodwill | The change in the carrying amount of goodwill is shown below: Science Segment Intellectual Property Segment Consolidated Total Balance as of December 31, 2018 $ 908,406 $ 374,513 $ 1,282,919 Acquisition — 44,779 44,779 Transferred to Assets held for sale — (468) (468) Impact of foreign currency fluctuations and other 1,531 (716) 815 Balance as of December 31, 2019 $ 909,937 $ 418,108 $ 1,328,045 Acquisition 499,199 4,002,695 4,501,894 Divestiture — (9,129) (9,129) Impact of foreign currency fluctuations and other 607 221,547 222,154 Balance as of December 31, 2020 $ 1,409,743 $ 4,633,221 $ 6,042,964 |
Derivative Instruments Derivati
Derivative Instruments Derivative Instruments (Tables) | 12 Months Ended |
Dec. 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 year ended December 31, 2020, 2019, and 2018: AOCI Balance at December 31, 2017 $ 1,107 Derivative gains recognized in Other comprehensive loss 2,313 Amount reclassified out of Other comprehensive loss to Net loss 224 AOCI Balance at December 31, 2018 $ 3,644 Derivative losses recognized in Other comprehensive loss (7,107) Amount reclassified out of Other comprehensive loss to Net loss 685 AOCI Balance at December 31, 2019 $ (2,778) Derivative losses recognized in Other comprehensive loss (4,432) Amount reclassified out of Other comprehensive loss to Net loss 3,454 AOCI Balance at December 31, 2020 $ (3,756) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in the earn-out, Level 3 | The following table summarizes the changes in Private Placement Warrant Liability as of December 31, 2020 and 2019. Balance at December 31, 2018 $ — Merger recapitalization 64,157 Mark to market adjustment on financial instruments 47,656 Exercise of Private Placement Warrants — Balance at December 31, 2019 $ 111,813 Mark to market adjustment on financial instruments 205,062 Exercise of Private Placement Warrants (4,124) Balance at December 31, 2020 $ 312,751 The following table presents the changes in the earn-out for the years ended December 31, 2020 and 2019: Balance at December 31, 2018 $ 7,075 Payment of earn-out liability (1) (2,371) Revaluations included in earnings 6,396 Balance at December 31, 2019 $ 11,100 Payment of earn-out liability (1) (11,701) Revaluations included in earnings 601 Balance at December 31, 2020 $ — (1) See Note 23 - 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 December 31, 2020 and 2019: As Restated December 31, 2020 Level 1 Level 2 Level 3 Total Fair Value Assets Forward contracts asset $ — $ 8,574 $ — $ 8,574 Total — 8,574 — 8,574 Liabilities Warrant liability (As Restated) — — 312,751 312,751 Employee phantom share liability - current — 57,752 — 57,752 Employee phantom share liability - non-current — 393 — 393 Forward contracts liability — 106 — 106 Interest rate swap liability — 5,159 — 5,159 Earn-out liability — — — — Contingent stock liability — 130,594 — 130,594 Total $ — $ 194,004 $ 312,751 $ 506,755 As Restated December 31, 2019 Level 1 Level 2 Level 3 Total Fair Value Liabilities Interest rate swap liability $ — $ 2,778 $ — $ 2,778 Warrant liability (As Restated) — — 111,813 111,813 Earn-out liability — — 11,100 11,100 Total $ — $ 2,778 $ 122,913 $ 125,691 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities, consisted of the following as of December 31, 2020 and December 31, 2019: December 31, 2020 2019 Employee phantom share plan liability (1) $ 57,752 $ — Contingent stock liability (2) 130,594 — Employee related accruals (3) 98,481 55,155 Accrued professional fees (4) 67,628 46,161 Tax related accruals (5) 45,127 6,994 Other accrued expenses and other current liabilities (6) 170,100 50,907 Total accrued expenses and other current liabilities $ 569,682 $ 159,217 (1) See Note 4 - Business Combinations, Note 11 - Fair Value Measurements, Note 17 - Employment and Compensation Arrangements, Note 25 - Restructuring and Impairment for further information with respect to the employee phantom share plan liabilities. (2) Contingent stock consideration associated with the CPA Global and DRG acquisitions. See Note 4 - Business Combinations and Note 23 - Commitments and Contingencies for further information. (3) Employee related accruals include accrued payroll, bonus and employee commissions. (4) Professional fee related accruals include accrued legal fees, audit fees and contractor fees. (5) Tax related accruals include value-added tax payable and other current taxes payable. |
Pension and Other Post-Retire_2
Pension and Other Post-Retirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of changes in projected benefit obligations, the plan assets, and the funded | The following table presents the changes in projected benefit obligations, the plan assets, and the funded status of the defined benefit pension plans: December 31, 2020 2019 Obligation and funded status: Change in benefit obligation Projected benefit obligation at beginning of year $ 16,563 $ 14,486 Service costs 1,136 870 Interest cost 292 311 Plan participant contributions 124 114 Actuarial losses 695 1,492 Acquisition/Business Combination/Divestiture 2,393 — Benefit payments (357) (312) Expenses paid from assets (40) (36) Settlements — (89) Curtailment (510) — Effect of foreign currency translation 1,319 (273) Projected benefit obligation at end of year $ 21,615 $ 16,563 Change in plan assets Fair value of plan assets at beginning of year $ 5,487 $ 5,184 Actual return on plan assets 213 198 Settlements — (89) Plan participant contributions 124 113 Acquisition/Business Combination/Divestiture 99 — Employer contributions 583 533 Benefit payments (357) (312) Expenses paid from assets (40) (36) Effect of foreign currency translation 556 (104) Fair value of plan assets at end of year 6,665 5,487 Unfunded status $ (14,950) $ (11,076) |
Summary of the amounts recognized in the consolidated balance sheets | The following table summarizes the amounts recognized in the Consolidated Balance Sheets related to the defined benefit pension plans: December 31, 2020 2019 Current liabilities $ (902) $ (635) Non-current liabilities $ (14,048) $ (10,441) AOCI $ 1,195 $ 470 |
Schedule of accumulated benefit obligation in excess of plan assets and projected benefit obligations in excess of plan assets | The following table provides information for those pension plans with an accumulated benefit obligation in excess of plan assets and projected benefit obligations in excess of plan assets: December 31, 2020 2019 Plans with accumulated benefit obligation in excess of plan assets: Accumulated benefit obligation $ 18,991 $ 15,465 Fair value of plan assets $ 6,665 $ 5,487 Plans with projected benefit obligation in excess of plan assets: Projected benefit obligation $ 21,615 $ 16,563 Fair value of plan assets $ 6,665 $ 5,487 |
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 changes in plan assets and benefit obligations recognized as follows: December 31, 2020 2019 2018 Service cost $ 1,136 $ 870 $ 888 Interest cost 292 311 283 Expected return on plan assets (178) (157) (150) Amortization of actuarial gains (46) (76) (78) Settlement/(Curtailment) (499) 7 — Net periodic benefit cost $705 $ 955 $ 943 |
Summary of weighted-average assumptions used to determine the benefit obligations | The following table presents the weighted-average assumptions used to determine the net periodic benefit cost as of: December 31, 2020 2019 Discount rate 1.60 % 2.26 % Expected return on plan assets 3.00 % 3.00 % Rate of compensation increase 3.78 % 3.68 % Social Security increase rate 2.50 % 2.50 % Pension increase rate 1.80 % 1.80 % The following table presents the weighted-average assumptions used to determine the benefit obligations as of: December 31, 2020 2019 Discount rate 1.66 % 1.60 % Rate of compensation increase 5.18 % 3.77 % Social Security increase rate 2.50 % 2.50 % Pension increase rate 1.80 % 1.80 % |
Schedule of fair value of our plan assets and the respective level in the far value hierarchy by asset category | The fair value of our plan assets and the respective level in the far value hierarchy by asset category is as follows: December 31, 2020 December 31, 2019 Fair value measurement of pension plan assets: Level 1 Level 2 Level 3 Total Assets Level 1 Level 2 Level 3 Total Assets Insurance contract $ — — 6,665 $ 6,665 $ — — 5,487 $ 5,487 |
Schedule of estimated pension benefit payments | The following table provides the estimated pension benefit payments that are payable from the plans to participants as of December 31, 2020 for the following years: 2021 $ 1,005 2022 1,284 2023 1,240 2024 1,397 2025 1,510 2026 to 2030 6,985 Total $ 13,421 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of debt | The following is a summary of the Company’s debt: December 31, 2020 December 31, 2019 Type Maturity Effective Carrying Effective Carrying Senior Secured Notes (2026) 2026 4.500 % $ 700,000 4.500 % $ 700,000 Term Loan Facility (2026) 2026 3.626 % 2,847,400 5.049 % 900,000 The Revolving Credit Facility 2024 — % — 5.049 % 65,000 Total debt outstanding 3,547,400 1,665,000 Debt issuance costs (51,309) (25,205) Term Loan Facility, discount (9,591) (2,184) Short-term debt, including current portion of long-term debt (28,600) (9,000) Long-term debt, net of current portion and debt issuance costs $ 3,457,900 $ 1,628,611 |
Schedule of Senior Unsecured Notes redemption price as a percentage of principal | Period Redemption Price 2022 102.250 % 2023 101.125 % 2024 and thereafter 100.000 % |
Schedule of maturities of outstanding borrowings | Amounts due under all of the outstanding borrowings as of December 31, 2020 for the next five years are as follows: 2021 $ 28,600 2022 28,600 2023 28,600 2024 28,600 2025 28,600 Thereafter 3,404,400 Total maturities 3,547,400 Less: capitalized debt issuance costs and original issue discount (60,900) Total debt outstanding as of December 31, 2020 $ 3,486,500 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | The tables below show the Company’s disaggregated revenue for the periods presented: Year ended December 31, 2020 2019 2018 Subscription revenues $ 867,731 $ 805,518 $ 794,097 Transactional revenues 294,889 169,265 177,523 Re-occurring revenues 114,528 — — Total revenues, gross 1,277,148 974,783 971,620 Deferred revenues adjustment (1) (23,101) (438) (3,152) Total revenues, net $ 1,254,047 $ 974,345 $ 968,468 (1) Reflects the deferred revenue adjustment as a result of purchase accounting. The following table summarizes revenue by reportable segment for the periods indicated: Year ended December 31, 2020 2019 2018 Science Segment $ 736,765 $ 547,542 $ 526,164 Intellectual Property Segment (1) 517,282 426,803 442,304 Total Revenues $ 1,254,047 $ 974,345 $ 968,468 |
Schedule of 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 (12/31/2020) 737,733 707,318 41,399 (Increase)/decrease $ (403,875) $ (299,993) $ (21,676) Opening (1/1/2019) $ 331,295 $ 391,102 $ 17,112 Closing (12/31/2019) 333,858 407,325 19,723 (Increase)/decrease $ (2,563) $ (16,223) $ (2,611) Opening (1/1/2018) $ 317,808 $ 361,260 $ 15,796 Closing (12/31/2018) 331,295 391,102 17,112 (Increase)/decrease $ (13,487) $ (29,842) $ (1,316) |
Employment and Compensation A_2
Employment and Compensation Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | The Company’s stock option activity is summarized below: Number of Weighted Weighted-Average Aggregate Balance at December 31, 2019 20,880,225 $ 12.18 7.3 $ 105,119 Granted — — 0 — Expired (3,964) 29.33 0 — Forfeited (972,781) 12.07 0 — Exercised (12,042,862) 11.67 0 — Outstanding as of December 31, 2020 7,860,618 $ 12.95 6.2 $ 131,956 Vested and exercisable at December 31, 2020 7,860,618 $ 12.95 6.2 $ 131,956 |
Summary of assumption used to value options granted during the period presented and their expected lives | The assumptions used to value the Company’s options granted during the period presented and their expected lives were as follows: December 31, 2020 2019 2018 Weighted-average expected dividend yield — — — % Expected volatility 34.05% - 39.43% 19.52% - 20.26% 21.00% - 23.05% Weighted-average expected volatility 34.79 % 19.87 % 21.86 % Weighted-average risk-free interest rate 0.14 % 2.43 % 3.02 % Expected life (in years) 1 7.3 8.5 |
Share-based Payment Arrangement, Restricted Stock and 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 Granted 1,918,288 22.12 Vested (289,641) 17.17 Forfeited (111,283) 21.19 Outstanding as of December 31, 2020 1,810,546 $ 19.30 |
Schedule of Nonvested Performance-based Units Activity | Number of Shares (1) Weighted Outstanding as of December 31, 2019 — $ — Granted - Original PSUs 582,217 22.51 Granted - TSR PSUs 291,108 $ 30.46 Outstanding as of December 31, 2020 873,325 $ 25.16 (1) The PSUs number of shares are at grant amount and are not reflective of the maximum shares that may ultimately be issued, if any. |
Schedule Of Private Placement Warrant Activity | The following table summarizes the changes in Private Placement Warrant shares outstanding as of December 31, 2020 and December 31, 2019. Number of Shares Weighted Average Fair Value per Share Outstanding at December 31, 2018 — $ — Merger Recapitalization 18,300,000 3.51 Exercise of Private Placement Warrants — — Outstanding at December 31, 2019 18,300,000 $ 6.11 Exercise of Private Placement Warrants (274,000) 15.05 Outstanding at December 31, 2020 18,026,000 $ 17.35 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax (benefit)/expense on income/(loss) | Income tax (benefit)/expense on income/(loss) analyzed by jurisdiction is as follows: Year ended December 31, 2020 (As Restated) 2019 2018 Current U.K. $ 1,288 $ 677 $ 1,014 U.S. Federal 17,540 6,917 6,395 U.S. State 2,861 988 2,146 Other 15,855 9,959 11,061 Total current 37,544 18,541 20,616 Deferred U.K. (15,932) — 85 U.S. Federal (15,020) (824) (5,465) U.S. State (1,013) (223) (227) Other (8,277) (7,293) (9,360) Total deferred (40,242) (8,340) (14,967) Total provision (benefit) for income taxes $ (2,698) $ 10,201 $ 5,649 |
Schedule of components of pre-tax loss | The components of pre-tax loss are as follows: Year ended December 31, 2020 2019 (As Restated) 2018 U.K. loss $ (347,158) $ (246,688) $ (222,043) U.S. income (loss) (47,198) 3,733 (11,880) Other loss 41,033 (5,477) (2,590) Pre-tax loss $ (353,323) $ (248,432) $ (236,513) |
Schedule of reconciliation of the statutory income tax rate to effective tax rate | A reconciliation of the statutory U.K. income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2020 2019 As Restated 2018 Loss before tax: $ (353,323) $ (248,432) $ (236,513) Income tax (benefit) provision (2,698) 10,201 5,649 Statutory rate 19.0 % 19.0 % 19.0 % Effect of different tax rates 1.8 % (4.0) % (1.2) % BEAT (1.9) % (0.9) % — % Valuation Allowances (21.1) % (17.6) % (18.0) % Share-based compensation 6.6 % (0.2) % (0.3) % Other permanent differences (1.9) % (0.9) % (0.4) % Non-deductible transaction costs (1.4) % (1.7) % — % Withholding tax (0.2) % (0.5) % (0.2) % Tax indemnity — % 3.0 % (2.7) % Sale of Subsidiary — % — % 2.2 % Other (0.1) % (0.2) % (0.8) % Effective rate 0.8 % (4.1) % (2.4) % |
Schedule of deferred income tax assets and liabilities | The tax effects of the significant components of temporary differences giving rise to the Company’s deferred income tax assets and liabilities are as follows: Year ended December 31, 2020 2019 As Originally Reported Adjustment Amendment No. 1 Adjustment Amendment No. 2 As Restated As Originally Reported Adjustment Amendment No. 1 As Restated Accounts receivable $ 1,564 $ — $ (14) $ 1,550 $ 1,346 $ — $ 1,346 Accrued expenses 4,271 — (193) 4,078 4,461 — 4,461 Deferred revenue 12,020 — (64) 11,956 2,679 — 2,679 Other assets 11,230 — 3,331 14,561 5,721 — 5,721 Unrealized gain/loss 208 — — 208 94 — 94 Fixed assets, net 6,298 — (62) 6,237 — — — Debt issuance costs 14,879 — — 14,879 3,176 — 3,176 Goodwill 125,880 — (2,705) 123,175 — — — Operating losses and tax attributes 355,334 4,946 8,390 368,670 177,853 8,102 185,955 Total deferred tax assets 531,684 4,946 8,684 545,314 195,330 8,102 203,432 Valuation allowances (354,409) (4,946) (8,607) (367,962) (165,157) (8,102) (173,259) Net deferred tax assets 177,275 — 77 177,352 30,173 — 30,173 Other identifiable intangible assets, net (437,540) — (4,735) (442,275) (32,834) — (32,834) Other liabilities (72,210) — — (72,210) (21,012) — (21,012) Goodwill — — — — (4,233) — (4,233) Fixed assets, net — — — — (1,153) — (1,153) Total deferred tax liabilities (509,750) — (4,735) (514,485) (59,232) — (59,232) Net deferred tax liabilities $ (332,475) $ — $ (4,658) $ (337,133) $ (29,059) $ — $ (29,059) In the Consolidated Balance Sheets, deferred tax assets and liabilities are shown net if they are in the same jurisdiction. The components of the net deferred tax liabilities as reported on the Consolidated Balance Sheets are as follows: December 31, 2020 2019 Deferred tax asset $ 29,863 $ 19,488 Deferred tax liability (366,996) (48,547) Net deferred tax liability $ (337,133) $ (29,059) |
Summary of Valuation Allowance | The following table shows the change in the deferred tax valuation as follows: December 31, 2020 2019 As Originally Reported Restatement Impact Amendment No 1. Restatement Impact Amendment No. 2 As Restated As Originally Reported Restatement Impact As Restated 2018 Beginning Balance, January 1 $ 165,157 $ 8,102 $ — $ 173,259 $ 133,856 $ — $ 133,856 $ 92,944 Change Charged to Expense/(Income) 49,984 (3,156) 5,283 52,111 30,854 8,102 38,956 41,629 Change Charged to CTA 1,667 — 120 1,787 447 — 447 381 Change Charged to OCI — — — — — — — (1,098) Change Charged to Goodwill 137,601 — 3,204 140,805 — — — — Ending Balance, December 31 $ 354,409 $ 4,946 $ 8,607 $ 367,962 $ 165,157 $ 8,102 $ 173,259 $ 133,856 |
Summary of unrecognized tax benefits, excluding interest and penalties: | The following table summarizes the Company’s unrecognized tax benefits, excluding interest and penalties: December 31, 2020 2019 2018 Balance at the Beginning of the year $ 1,145 $ 1,450 $ 91 Increases for tax positions taken in prior years 12,098 — 1,339 Increases for tax positions taken in the current year 518 412 72 Decreases due to statute expirations (40) — (52) Decrease due to payment — (717) — Balance at the End of the year $ 13,721 $ 1,145 $ 1,450 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS computations for our common stock | The basic and diluted EPS computations, as restated, for our ordinary stock are calculated as follows (in thousands, except share and per share amounts): Year ended December 31, As Restated 2020 2019 2018 Basic/Diluted EPS Income (loss) available to ordinary stockholders $ (350,625) $ (258,633) $ (242,162) Basic and diluted weighted-average number of ordinary shares outstanding 427,023,558 273,883,342 217,472,870 Basic and diluted EPS $ (0.82) $ (0.94) $ (1.11) |
Other Operating Income, Net (Ta
Other Operating Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of other operating income, net | Other operating income, net, consisted of the following for the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Net gain on sale of business and other assets (1) $ 28,140 $ — $ 36,072 Tax indemnity asset (2) — — (33,819) Net foreign exchange gain (loss) 19,771 (191) 3,574 Miscellaneous income, net 4,470 5,017 552 Other operating income, net $ 52,381 $ 4,826 $ 6,379 (1) Includes the net gain on sale of Techstreet in 2020 and gain on sale of IPM Product Line in 2018. |
Product and Geographic Sales _2
Product and Geographic Sales Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by reportable segment | The tables below show the Company’s disaggregated revenue for the periods presented: Year ended December 31, 2020 2019 2018 Subscription revenues $ 867,731 $ 805,518 $ 794,097 Transactional revenues 294,889 169,265 177,523 Re-occurring revenues 114,528 — — Total revenues, gross 1,277,148 974,783 971,620 Deferred revenues adjustment (1) (23,101) (438) (3,152) Total revenues, net $ 1,254,047 $ 974,345 $ 968,468 (1) Reflects the deferred revenue adjustment as a result of purchase accounting. The following table summarizes revenue by reportable segment for the periods indicated: Year ended December 31, 2020 2019 2018 Science Segment $ 736,765 $ 547,542 $ 526,164 Intellectual Property Segment (1) 517,282 426,803 442,304 Total Revenues $ 1,254,047 $ 974,345 $ 968,468 |
Schedule of summarizes revenues from external customers by geography | The following table summarizes revenue from external customers by geography, which is based on the location of the customer: Year ended December 31, Revenue: 2020 2019 2018 Americas $ 631,222 $ 463,041 $ 475,897 Europe/Middle East/Africa 365,599 278,738 273,744 APAC 280,327 233,004 221,979 Deferred revenues adjustment (23,101) (438) (3,152) Total $ 1,254,047 $ 974,345 $ 968,468 |
Schedule of summarizes non-current assets other than financial instruments and deferred tax assets by geography | Assets are allocated based on operations and physical location. The following table summarizes non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets by geography: Year ended December 31, Assets: 2020 2019 Americas $ 3,238,734 $ 992,469 Europe/Middle East/Africa 10,859,341 2,099,777 APAC 692,623 101,113 Total Assets $ 14,790,698 $ 3,193,359 |
Schedule of Segment Reporting Information, by Segment | Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to net income for the periods indicated: As Restated Year Ended December 31, 2020 2019 2018 Science Segment Adjusted EBITDA $ 344,000 $ 240,602 $ 227,709 Intellectual Property Segment Adjusted EBITDA 142,600 53,463 45,152 Total Adjusted EBITDA $ 486,600 $ 294,065 $ 272,861 Benefit (provision) for income taxes 2,698 (10,201) (5,649) Depreciation and amortization (303,150) (200,542) (237,225) Interest, net (111,914) (157,689) (130,805) Transition services agreement costs (650) (10,481) (55,764) Mark to market on financial instruments (205,062) (47,656) — Transition, transformation and integration expense (3,440) (24,372) (69,185) Deferred revenues adjustment (23,101) (438) (3,152) Transaction related costs (99,286) (46,214) (2,457) Share-based compensation expense (70,472) (51,383) (13,715) Gain on sale of assets 1 28,140 — 36,072 Tax indemnity asset — — (33,819) IPM adjusted operating margin — — 5,897 Restructuring (56,138) (15,670) — Legal Settlement — 39,399 — Impairment on assets held for sale — (18,431) — Other 5,150 (9,020) (5,221) Net income attributable to Clarivate $ (350,625) $ (258,633) $ (242,162) (1) Represents a gain on the sale of the Techstreet for the year ended December 31, 2020. Represents a gain on the sale of the IPM Product Line for the year ended December 31, 2018. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of future unconditional purchase obligations | The future unconditional purchase obligations as of December 31, 2020 are as follows: Year ending December 31, 2021 58,061 2022 36,018 2023 26,144 2024 24,367 Thereafter 14,093 Total $ 158,683 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the activity related to the restructuring reserves for the Operation, Simplification and Optimization Program: Operation Simplification and Optimization Program Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2019 $ 9,506 $ — $ 9,506 Expenses recorded 16,069 10,578 26,647 Payments made (20,435) (4,241) (24,676) Noncash items and other adjustments (2) 228 (5,744) (5,516) Reserve Balance as of December 31, 2020 $ 5,368 $ 593 $ 5,961 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Includes $5,025 of impairment charges, $326 of other noncash lease-exit charges, and $393 of other immaterial noncash items relating to contract exits, offset by noncash severance and related benefit costs of $228. The following table is a summary of charges incurred related to the Operation, Simplification and Optimization Program in the year ended December 31, 2020. Year ended December 31, 2020 2019 Severance and related benefit costs $ 16,069 $ 15,424 Costs associated with exit and disposal activities (1) 4,567 246 Costs associated with lease exit costs including impairment (2) 6,011 — Total $ 26,647 $ 15,670 (1) Relates primarily to contract exit costs, legal and advisory fees. (2) Includes $5,025 of charges related to impairment of leases and $986 of lease exit costs. DRG Acquisition Integration Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2019 $ — $ — $ — Expenses recorded 5,133 1,464 6,597 Payments made (4,392) (850) (5,242) Noncash items and other adjustments (2) $ — $ (374) $ (374) Reserve Balance as of December 31, 2020 $ 741 $ 240 $ 981 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Relates to a write-off of prepaid rent resulting from restructuring activities. The following table is a summary of charges incurred related to the DRG Acquisition Integration in the year ended December 31, 2020. Year ended December 31, 2020 Severance and related benefit costs $ 5,133 Costs associated with exit and disposal activities (1) 487 Costs associated with lease exit costs including impairment (2) 977 Total $ 6,597 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Includes $977 of lease exit costs. The following table summarizes the activity related to the restructuring reserves for the CPA Global Acquisition, Integration and Optimization Program : CPA Global Acquisition Integration and Optimization Program Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2019 $ — $ — $ — Expenses recorded (2) 18,716 4,179 22,895 Payments made (591) (251) (842) Noncash items and other adjustments (3) 1,478 (286) 1,192 Reserve Balance as of December 31, 2020 $ 19,603 $ 3,642 $ 23,245 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Expenses include the acceleration of equity based awards for severed individuals under the CPA Global Equity Plan. These expenses will be paid in cash and is accounted for as a liability award. (3) Includes a $1,200 bonus accrual for severed employees and $278 immaterial noncash items, offset by a $286 lease impairment charge. The following table is a summary of charges incurred related to the CPA Global Acquisition Integration in the year ended December 31, 2020. Year ended December 31, 2020 Severance and related benefit costs $ 18,716 Costs associated with exit and disposal activities (1) 3,472 Costs associated with lease exit costs including impairment (2) 707 Total $ 22,895 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Includes $286 of charges related to impairment of leases and $421 of lease exit costs. |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following table summarizes certain quarterly results of operations (in thousands except per share data): (As Restated) 2020 First Second Quarter Third Quarter Fourth Quarter (1) Revenues $ 240,592 $ 273,500 $ 284,360 $ 455,595 Income (loss) from operations - (As Restated) $ (28,308) $ 14,246 $ (12,664) $ (9,621) Net income (loss) - (As Restated) $ (129,633) $ (25,281) $ (181,986) $ (13,725) Earnings per share: Basic - (As Restated) $ (0.38) $ (0.07) $ (0.47) $ (0.02) Diluted - (As Restated) $ (0.38) $ (0.07) $ (0.47) $ (0.02) (1) Includes adjustments as part of this Amendment No. 2 relating to errors in the equity plan of CPA Global that were incorrectly included as part of the purchase accounting. Adjustments reflect the impact of share-based compensation charges to Income (loss from operations) and Basic and Diluted Earnings per share. (As Restated) 2019 First Quarter (2) Second Quarter Third Quarter (1) Fourth Quarter Revenues $ 234,025 $ 242,309 $ 242,998 $ 255,013 Loss from operations $ (25,920) $ (36,581) $ (3,555) $ (16,431) Net loss - (As Restated) $ (59,260) $ (103,948) $ (11,005) $ (84,421) Earnings per share: Basic - (As Restated) $ (0.27) $ (0.39) $ (0.04) $ (0.28) Diluted - (As Restated) $ (0.27) $ (0.39) $ (0.04) $ (0.28) (1) In September 2019, the Company settled a confidential claim that resulted in a gain of $39,399. The net gain was recorded in Legal settlement within the Interim Condensed Consolidated Statement of Operations during the three months ended September 30, 2019 and the year ended December 31, 2019. (2) The first quarter of 2019 is as reported without any changes as a result of the restatement given the consummation of the Churchill transaction in May of 2019. Condensed Consolidated Balance Sheets (unaudited) As Restated As of September 30, 2020 As of June 30, 2020 As of March 31, 2020 As of September 30, 2019 As of June 30, 2019 Assets Current assets: Cash and cash equivalents $ 601,075 $ 608,522 $ 308,021 $ 88,812 $ 43,063 Restricted cash 567 2,010 2,850 9 9 Accounts receivable, net of allowance for doubtful accounts of $9,744, $11,074, $15,072, $16,392, $17,192 at September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019, respectively 238,638 279,160 343,177 226,997 270,584 Prepaid expenses 49,240 51,440 52,101 34,927 39,238 Other current assets 18,672 18,960 22,099 10,528 12,577 Assets held for sale 36,059 — — — — Total current assets 944,251 960,092 728,248 361,273 365,471 Computer hardware and other property, net 23,618 24,324 22,953 20,185 18,490 Other intangible assets, net 2,217,227 2,261,549 2,282,348 1,856,346 1,884,521 Goodwill 1,818,354 1,824,258 1,823,084 1,281,504 1,282,842 Other non-current assets 21,836 22,178 22,818 19,368 23,890 Deferred income taxes 25,520 17,161 15,646 19,808 18,072 Operating lease right-of-use assets 99,908 100,622 103,995 91,809 94,950 Total Assets $ 5,150,714 $ 5,210,184 $ 4,999,092 $ 3,650,293 $ 3,688,236 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 19,898 $ 22,068 $ 28,583 $ 27,908 $ 30,396 Accrued expenses and other current liabilities 253,341 228,474 239,661 162,303 126,843 Current portion of deferred revenues 326,098 424,187 472,101 330,786 404,753 Current portion of operating lease liabilities 25,691 24,067 25,375 23,953 24,980 Current portion of long-term debt 12,600 12,600 12,600 15,345 15,345 Liabilities held for sale 25,048 — — — — Total current liabilities 662,676 711,396 778,320 560,295 602,317 Long-term debt 1,910,993 1,913,214 1,915,452 1,305,364 1,307,919 Warrant liabilities 335,988 191,235 167,445 112,179 90,343 Tax receivable agreement — — — 264,000 264,000 Non-current portion of deferred revenues 24,080 19,116 18,774 21,299 22,236 Other non-current liabilities 19,990 16,959 18,553 17,278 19,719 Deferred income taxes 95,527 86,247 94,638 39,256 42,582 Operating lease liabilities 79,147 80,663 80,229 69,694 72,171 Total liabilities 3,128,401 3,018,830 3,073,411 2,389,365 2,421,287 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019; 389,220,967, 387,335,119, 364,938,052, 306,050,763 and 305,268,497 shares issued and outstanding at September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019, respectively 3,264,619 3,262,110 2,968,876 2,074,360 2,064,652 Accumulated other comprehensive income (loss) (5,193) (15,629) (13,349) (6,959) (2,235) Accumulated deficit (1,237,113) (1,055,127) (1,029,846) (806,473) (795,469) Total shareholders' equity 2,022,313 2,191,354 1,925,681 1,260,928 1,266,949 Total Liabilities and Shareholders' Equity $ 5,150,714 $ 5,210,184 $ 4,999,092 $ 3,650,293 $ 3,688,236 Condensed Consolidated Statements of Operations (unaudited) As Restated As Restated As Restated September 30, 2020 June 30, 2020 March 31, 2020 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Three Months Ended Revenues, net $ 284,360 $ 798,452 $ 273,500 $ 514,092 $ 240,592 Operating expenses: Cost of revenues, excluding depreciation and amortization (93,554) (268,614) (92,379) (175,060) (82,682) Selling, general and administrative costs, excluding depreciation and amortization (131,526) (368,247) (103,665) (236,721) (133,055) Depreciation (2,918) (8,151) (2,904) (5,233) (2,329) Amortization (65,696) (168,049) (53,241) (102,353) (49,112) Restructuring and impairment (3,192) (26,792) (15,846) (23,600) (7,754) Other operating income, net (138) 14,675 8,781 14,813 6,032 Total operating expenses (297,024) (825,178) (259,254) (528,154) (268,900) Loss from operations (12,664) (26,726) 14,246 (14,062) (28,308) Mark to market on financial instruments (144,753) (224,175) (23,790) (79,422) (55,632) Interest expense, net (20,244) (72,306) (21,122) (52,062) (30,940) Loss before income tax (177,661) (323,207) (30,666) (145,546) (114,880) Provision for income taxes (4,325) (13,693) 5,385 (9,368) (14,753) Net loss $ (181,986) $ (336,900) $ (25,281) $ (154,914) $ (129,633) Per share: Basic and diluted $ (0.47) $ (0.91) $ (0.07) $ (0.43) $ (0.38) Weighted average shares used to compute earnings per share: Basic and diluted 387,845,438 369,019,802 375,877,260 359,503,556 343,129,833 Condensed Consolidated Statements of Operations (unaudited) As Restated As Restated September 30, 2019 June 30, 2019 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Revenues, net $ 242,998 $ 719,332 $ 242,309 $ 476,334 Operating expenses: Cost of revenues, excluding depreciation and amortization (89,158) (266,666) (88,287) (177,508) Selling, general and administrative costs, excluding depreciation and amortization (115,515) (376,611) (154,147) (261,096) Depreciation (2,281) (6,463) (2,131) (4,182) Amortization (41,656) (138,694) (40,932) (97,038) Other operating income, net 2,057 3,047 6,607 990 Total operating expenses (246,553) (785,387) (278,890) (538,834) Income (loss) from operations (3,555) (66,055) (36,581) (62,500) Mark to market on financial instruments (21,836) (48,022) (26,187) (26,187) Legal settlement 39,399 39,399 — — Interest expense, net (23,369) (93,938) (37,468) (70,569) Loss before income tax (9,361) (168,616) (100,236) (159,256) Provision for income taxes (1,644) (5,596) (3,712) (3,952) Net loss $ (11,005) $ (174,212) $ (103,948) $ (163,208) Per share: Basic $ (0.04) $ (0.66) $ (0.39) $ (0.68) Diluted $ (0.04) $ (0.66) $ (0.39) $ (0.68) Weighted average shares used to compute earnings per share: Basic 305,428,062 262,894,388 264,762,720 241,275,061 Diluted 328,854,063 262,894,388 264,762,720 241,275,061 Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) As Restated As Restated As Restated September 30, 2020 June 30, 2020 March 31, 2020 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Three Months Ended Net loss $ (181,986) $ (336,900) $ (25,281) $ (154,914) $ (129,633) Other comprehensive income (loss), net of tax: Interest rate swaps 1,092 (2,052) (254) (3,144) (2,890) Actuarial gain (loss) (15) (57) 25 (42) (67) Foreign currency translation adjustments 9,359 1,795 (2,051) (7,564) (5,513) Total other comprehensive income (loss), net of tax 10,436 (314) (2,280) (10,750) (8,470) Comprehensive loss $ (171,550) $ (337,214) $ (27,561) $ (165,664) $ (138,103) As Restated As Restated September 30, 2019 June 30, 2019 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Net loss $ (11,005) $ (174,212) $ (103,948) $ (163,208) Other comprehensive income (loss), net of tax: Interest rate swaps (1,061) (6,852) (3,845) (5,791) Actuarial gain 19 49 11 30 Foreign currency translation adjustments (3,682) (5,514) (8) (1,832) Total other comprehensive loss, net of tax (4,724) (12,317) (3,842) (7,593) Comprehensive loss $ (15,729) $ (186,529) $ (107,790) $ (170,801) Condensed Consolidated Statements of Cash Flows (unaudited) As Restated As Restated As Restated Nine Months Ended September 30, 2020 Six Months Ended June 30, 2020 Three Months Ended March 31, 2020 Cash Flows From Operating Activities Net Loss $ (336,900) $ (154,914) $ (129,633) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 176,200 107,586 51,441 Bad debt expense 1,830 787 — Gain on sale of line of business — (395) — Deferred income tax benefit (7,420) (6,641) 4,214 Share-based compensation 26,344 20,824 16,502 Restructuring and impairment 4,880 4,771 — Gain on foreign currency forward contracts (2,903) — — Mark to market adjustment on contingent and phantom shares (1) 30,839 5,763 1,187 Mark to market adjustment on warrant shares (As Restated) 224,175 79,422 55,632 Gain on disposal of business (1,052) — — Deferred finance charges 3,140 2,072 1,008 Other operating activities (3,902) (8,568) (7,015) Changes in operating assets and liabilities: Accounts receivable 129,398 93,036 29,279 Prepaid expenses (13,335) (6,693) (7,349) Other assets 62,818 58,218 54,644 Accounts payable (8,394) (5,851) 758 Accrued expenses and other current liabilities (1) (65,062) (21,142) (13,222) Deferred revenues (93,926) (6,073) 40,726 Operating lease right of use assets 5,826 4,698 5,919 Operating lease liabilities (6,611) (5,439) (5,876) Other liabilities 2,077 (53,899) (52,109) Net cash provided by operating activities 128,022 107,562 46,106 Cash Flows From Investing Activities Capital expenditures (78,597) (52,651) (19,395) Acquisitions, net of cash acquired (885,323) (885,323) (885,323) Acquisition of intangible assets (5,982) (5,982) — Proceeds from sale of product line, net of restricted cash 3,751 3,751 3,751 Net cash used in investing activities (966,151) (940,205) (900,967) Cash Flows From Financing Activities Principal payments on term loan (9,450) (6,300) (3,150) Repayments of revolving credit facility (65,000) (65,000) (65,000) Payment of debt issuance costs (5,267) (5,267) (5,014) Contingent purchase price payment (4,115) (4,115) (4,115) Proceeds from issuance of debt 360,000 360,000 360,000 Proceeds from issuance of ordinary shares 843,752 843,766 540,597 Condensed Consolidated Statements of Cash Flows (unaudited) As Restated As Restated As Restated Nine Months Ended September 30, 2020 Six Months Ended June 30, 2020 Three Months Ended March 31, 2020 Proceeds from warrant exercises (As Restated) 277,526 277,526 277,526 Proceeds from stock options exercised 1,307 1,182 1,182 Payments related to tax withholding for stock-based compensation (28,674) (25,538) (10,420) Net cash provided by (used in) financing activities 1,370,079 1,376,254 1,091,606 Effects of exchange rates (6,447) (9,218) (2,013) Net increase in cash and cash equivalents, and restricted cash 525,503 534,393 234,732 Beginning of period: Cash and cash equivalents 76,130 76,130 76,130 Restricted cash 9 9 9 Total cash and cash equivalents, and restricted cash, beginning of period 76,139 76,139 76,139 Cash and cash equivalents, and restricted cash, end of period 601,642 610,532 310,871 End of period: Cash and cash equivalents 601,075 608,522 308,021 Restricted cash 567 2,010 2,850 Total cash and cash equivalents, and restricted cash, end of period $ 601,642 $ 610,532 $ 310,871 Supplemental Cash Flow Information Cash paid for interest $ 61,796 $ 42,187 $ 11,405 Cash paid for income tax $ 20,147 $ 8,028 $ 4,797 Capital expenditures included in accounts payable $ 922 $ 1,819 $ 9,528 (1) Includes change in the presentation of DRG contingent stock of $5,763 for the six months ended June 30, 2020, and $1,187 for the three months ended March 31, 2020. Condensed Consolidated Statements of Cash Flows (unaudited) As Restated As Restated Nine Months Ended September 30, 2019 Six Months Ended June 30, 2019 Cash Flows From Operating Activities Net Loss $ (174,212) $ (163,208) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 145,157 101,220 Bad debt expense 1,869 2,478 Deferred income tax benefit (8,222) (4,603) Share-based compensation 46,675 37,108 Mark to market adjustment on warrant shares (As Restated) 48,022 26,187 Deferred finance charges 14,678 13,144 Other operating activities (1,708) (1,492) Changes in operating assets and liabilities: Accounts receivable 99,470 57,607 Prepaid expenses (3,010) (7,125) Other assets 7,977 3,919 Accounts payable (9,662) (8,018) Accrued expenses and other current liabilities 3,388 (28,827) Deferred revenues (51,100) 19,404 Operating lease right of use assets 9,438 6,297 Operating lease liabilities (9,934) (6,434) Other liabilities (6,338) (4,770) Net cash provided by operating activities 112,488 42,887 Cash Flows From Investing Activities Capital expenditures (43,681) (24,871) Acquisition of intangible assets (2,625) — Net cash used in investing activities (46,306) (24,871) Cash Flows From Financing Activities Proceeds from revolving credit facility 5,000 5,000 Principal payments on term loan (641,508) (637,672) Repayments of revolving credit facility (50,000) (50,000) Proceeds from reverse recapitalization 682,087 682,087 278 137 Net cash used in financing activities (4,143) (448) Effects of exchange rates 1,198 (80) Condensed Consolidated Statements of Cash Flows (unaudited) As Restated As Restated Nine Months Ended September 30, 2019 Six Months Ended June 30, 2019 Net increase in cash and cash equivalents, and restricted cash 63,237 17,488 Beginning of period: Cash and cash equivalents 25,575 25,575 Restricted cash 9 9 Total cash and cash equivalents, and restricted cash, beginning of period 25,584 25,584 Cash and cash equivalents, and restricted cash, end of period 88,821 43,072 End of period: Cash and cash equivalents 88,812 43,063 Restricted cash 9 9 Total cash and cash equivalents, and restricted cash, end of period $ 88,821 $ 43,072 Supplemental Cash Flow Information Cash paid for interest $ 69,711 $ 57,551 Cash paid for income tax $ 21,128 $ 14,573 Capital expenditures included in accounts payable $ 9,759 $ 7,697 Tax receivable agreement included in liabilities $ 264,000 $ 264,000 Assets received as reverse recapitalization capital $ 1,877 $ 1,877 Liabilities assumed as reduction of reverse recapitalization capital $ 5,910 $ 5,910 |
Schedule of Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements | Condensed Consolidated Balance Sheets (unaudited) As of September 30, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 601,075 $ — $ 601,075 Restricted cash 567 — 567 Accounts receivable, net of allowance for doubtful accounts of $9,744 at September 30, 2020 238,638 — 238,638 Prepaid expenses 49,240 — 49,240 Other current assets 18,672 — 18,672 Assets held for sale 36,059 — 36,059 Total current assets 944,251 — 944,251 Computer hardware and other property, net 23,618 — 23,618 Other intangible assets, net 2,217,227 — 2,217,227 Goodwill 1,818,354 — 1,818,354 Other non-current assets 21,836 — 21,836 Deferred income taxes 25,520 — 25,520 Operating lease right-of-use assets 99,908 — 99,908 Total Assets $ 5,150,714 $ — $ 5,150,714 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 19,898 $ — $ 19,898 Accrued expenses and other current liabilities 253,341 — 253,341 Current portion of deferred revenues 326,098 — 326,098 Current portion of operating lease liabilities 25,691 — 25,691 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale 25,048 — 25,048 Total current liabilities 662,676 — 662,676 Long-term debt 1,910,993 — 1,910,993 Warrant liabilities — 335,988 (a) 335,988 Non-current portion of deferred revenues 24,080 — 24,080 Other non-current liabilities 19,990 — 19,990 Deferred income taxes 95,527 — 95,527 Operating lease liabilities 79,147 — 79,147 Total liabilities 2,792,413 335,988 3,128,401 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2020; 389,220,967 shares issued and outstanding at September 30, 2020 3,328,776 (64,157) (a) 3,264,619 Accumulated other comprehensive income (loss) (5,193) — (5,193) Accumulated deficit (965,282) (271,831) (a) (1,237,113) Total shareholders' equity 2,358,301 (335,988) 2,022,313 Total Liabilities and Shareholders' Equity $ 5,150,714 $ — $ 5,150,714 (a) Warrant liabilities—The correction of the misstatements resulted in an increase to warrant share liabilities in the amount of $335,988, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $271,831. Condensed Consolidated Balance Sheets (unaudited) As of June 30, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 608,522 $ — $ 608,522 Restricted cash 2,010 — 2,010 Accounts receivable, net of allowance for doubtful accounts of $11,074 at June 30, 2020 279,160 — 279,160 Prepaid expenses 51,440 — 51,440 Other current assets 18,960 — 18,960 Assets held for sale — — — Total current assets 960,092 — 960,092 Computer hardware and other property, net 24,324 — 24,324 Other intangible assets, net 2,261,549 — 2,261,549 Goodwill 1,824,258 — 1,824,258 Other non-current assets 22,178 — 22,178 Deferred income taxes 17,161 — 17,161 Operating lease right-of-use assets 100,622 — 100,622 Total Assets $ 5,210,184 $ — $ 5,210,184 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 22,068 $ — $ 22,068 Accrued expenses and other current liabilities 228,474 — 228,474 Current portion of deferred revenues 424,187 — 424,187 Current portion of operating lease liabilities 24,067 — 24,067 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale — — — Total current liabilities 711,396 — 711,396 Long-term debt 1,913,214 — 1,913,214 Warrant liabilities — 191,235 (a) 191,235 Non-current portion of deferred revenues 19,116 — 19,116 Other non-current liabilities 16,959 — 16,959 Deferred income taxes 86,247 — 86,247 Operating lease liabilities 80,663 — 80,663 Total liabilities 2,827,595 191,235 3,018,830 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at June 30, 2020; 387,335,119 shares issued and outstanding at June 30, 2020, respectively; 3,326,267 (64,157) (a) 3,262,110 Accumulated other comprehensive income (loss) (15,629) — (15,629) Accumulated deficit (928,049) (127,078) (a) (1,055,127) Total shareholders' equity 2,382,589 (191,235) 2,191,354 Total Liabilities and Shareholders' Equity $ 5,210,184 $ — $ 5,210,184 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $191,235, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $127,078. Condensed Consolidated Balance Sheets (unaudited) As of March 31, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 308,021 $ — $ 308,021 Restricted cash 2,850 — 2,850 Accounts receivable, net of allowance for doubtful accounts of $15,072 at March 31, 2020 343,177 — 343,177 Prepaid expenses 52,101 — 52,101 Other current assets 22,099 — 22,099 Assets held for sale — — — Total current assets 728,248 — 728,248 Computer hardware and other property, net 22,953 — 22,953 Other intangible assets, net 2,282,348 — 2,282,348 Goodwill 1,823,084 — 1,823,084 Other non-current assets 22,818 — 22,818 Deferred income taxes 15,646 — 15,646 Operating lease right-of-use assets 103,995 — 103,995 Total Assets $ 4,999,092 $ — $ 4,999,092 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 28,583 $ — $ 28,583 Accrued expenses and other current liabilities 239,661 — 239,661 Current portion of deferred revenues 472,101 — 472,101 Current portion of operating lease liabilities 25,375 — 25,375 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale — — — Total current liabilities 778,320 — 778,320 Long-term debt 1,915,452 — 1,915,452 Warrant liabilities — 167,445 (a) 167,445 Non-current portion of deferred revenues 18,774 — 18,774 Other non-current liabilities 18,553 — 18,553 Deferred income taxes 94,638 — 94,638 Operating lease liabilities 80,229 — 80,229 Total liabilities 2,905,966 167,445 3,073,411 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at March 31, 2020; 364,938,052 shares issued and outstanding at March 31, 2020 3,033,033 (64,157) (a) 2,968,876 Accumulated other comprehensive income (loss) (13,349) — (13,349) Accumulated deficit (926,558) (103,288) (a) (1,029,846) Total shareholders' equity 2,093,126 (167,445) 1,925,681 Total Liabilities and Shareholders' Equity $ 4,999,092 $ — $ 4,999,092 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $167,445, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $103,288. Condensed Consolidated Balance Sheets (unaudited) As of September 30, 2019 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 88,812 $ — $ 88,812 Restricted cash 9 — 9 Accounts receivable, less allowance for doubtful accounts of $16,392 at September 30, 2019 226,997 — 226,997 Prepaid expenses 34,927 — 34,927 Other current assets 10,528 — 10,528 Total current assets 361,273 — 361,273 Computer hardware and other property, net 20,185 — 20,185 Other intangible assets, net 1,856,346 — 1,856,346 Goodwill 1,281,504 — 1,281,504 Other non-current assets 19,368 — 19,368 Deferred income taxes 19,808 — 19,808 Operating lease right-of-use assets 91,809 — 91,809 Total Assets $ 3,650,293 $ — $ 3,650,293 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 27,908 $ — $ 27,908 Accrued expenses and other current liabilities 162,303 — 162,303 Current portion of deferred revenues 330,786 — 330,786 Current portion of operating lease liabilities 23,953 — 23,953 Current portion of long-term debt 15,345 — 15,345 Total current liabilities 560,295 — 560,295 Long-term debt 1,305,364 — 1,305,364 Tax receivable agreement 264,000 — 264,000 Warrant liabilities — 112,179 (a) 112,179 Non-current portion of deferred revenues 21,299 — 21,299 Other non-current liabilities 17,278 — 17,278 Deferred income taxes 39,256 — 39,256 Operating lease liabilities 69,694 — 69,694 Total liabilities 2,277,186 112,179 2,389,365 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2019; 306,050,763 shares issued and outstanding at September 30, 2019 2,138,517 (64,157) (a) 2,074,360 Accumulated other comprehensive income (loss) (6,959) — (6,959) Accumulated deficit (758,451) (48,022) (a) (806,473) Total shareholders' equity 1,373,107 (112,179) 1,260,928 Total Liabilities and Shareholders' Equity $ 3,650,293 $ — $ 3,650,293 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $112,179, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $48,022. Condensed Consolidated Balance Sheets (unaudited) As of June 30, 2019 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 43,063 $ — $ 43,063 Restricted cash 9 — 9 Accounts receivable, less allowance for doubtful accounts of $17,192 at June 30, 2019 270,584 — 270,584 Prepaid expenses 39,238 — 39,238 Other current assets 12,577 — 12,577 Total current assets 365,471 — 365,471 Computer hardware and other property, net 18,490 — 18,490 Other intangible assets, net 1,884,521 — 1,884,521 Goodwill 1,282,842 — 1,282,842 Other non-current assets 23,890 — 23,890 Deferred income taxes 18,072 — 18,072 Operating lease right-of-use assets 94,950 — 94,950 Total Assets $ 3,688,236 $ — $ 3,688,236 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 30,396 $ — $ 30,396 Accrued expenses and other current liabilities 126,843 — 126,843 Current portion of deferred revenues 404,753 — 404,753 Current portion of operating lease liabilities 24,980 — 24,980 Current portion of long-term debt 15,345 — 15,345 Total current liabilities 602,317 — 602,317 Long-term debt 1,307,919 — 1,307,919 Tax receivable agreement 264,000 — 264,000 Warrant liabilities — 90,343 (a) 90,343 Non-current portion of deferred revenues 22,236 — 22,236 Other non-current liabilities 19,719 — 19,719 Deferred income taxes 42,582 — 42,582 Operating lease liabilities 72,171 — 72,171 Total liabilities 2,330,944 90,343 2,421,287 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at June 30, 2019; 305,268,497 shares issued and outstanding at June 30, 2019 2,128,809 (64,157) (a) 2,064,652 Accumulated other comprehensive income (loss) (2,235) — (2,235) Accumulated deficit (769,282) (26,187) (a) (795,469) Total shareholders' equity 1,357,292 (90,343) 1,266,949 Total Liabilities and Shareholders' Equity $ 3,688,236 $ — $ 3,688,236 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $90,343, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $26,187. Condensed Consolidated Statements of Operations (unaudited) Nine Months Ended September 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 798,452 $ — $ — $ 798,452 Operating expenses: Cost of revenues, excluding depreciation and amortization (265,063) (3,551) — (268,614) Selling, general and administrative costs, excluding depreciation and amortization (266,749) (101,498) — (368,247) Share-based compensation expense (31,121) 31,121 — — Depreciation (8,151) — — (8,151) Amortization (168,049) — — (168,049) Transaction expenses (70,154) 70,154 — — Transition, integration and other related expenses (3,774) 3,774 — — Restructuring and impairment (26,792) — — (26,792) Other operating income, net 14,675 — — 14,675 Total operating expenses (825,178) — — (825,178) Loss from operations (26,726) — — (26,726) Mark to market adjustment on financial instruments — — (224,175) (b) (224,175) Interest expense, net (72,306) — — (72,306) Loss before income tax (99,032) — (224,175) (b) (323,207) Provision for income taxes (13,693) — — (13,693) Net (loss) $ (112,725) $ — $ (224,175) (b) $ (336,900) Per share: Basic and diluted $ (0.31) $ (0.61) $ (0.91) Weighted average shares used to compute earnings per share: Basic and diluted 369,019,802 369,019,802 369,019,802 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $224,175 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Three Months Ended September 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 284,360 $ — $ — $ 284,360 Operating expenses: Cost of revenues, excluding depreciation and amortization (91,805) (1,749) — (93,554) Selling, general and administrative costs, excluding depreciation and amortization (91,319) (40,207) — (131,526) Share-based compensation expense (6,796) 6,796 — — Depreciation (2,918) — — (2,918) Amortization (65,696) — — (65,696) Transaction expenses (34,938) 34,938 — — Transition, integration and other related expenses (222) 222 — — Restructuring and impairment (3,192) — — (3,192) Other operating income, net (138) — — (138) Total operating expenses (297,024) — — (297,024) Loss from operations (12,664) — — (12,664) Mark to market adjustment on financial instruments — — (144,753) (b) (144,753) Interest expense, net (20,244) — — (20,244) Loss before income tax (32,908) — (144,753) (b) (177,661) Provision for income taxes (4,325) — — (4,325) Net (loss) $ (37,233) $ — $ (144,753) (b) $ (181,986) Per share: Basic and diluted $ (0.10) $ (0.37) $ (0.47) Weighted average shares used to compute earnings per share: Basic and diluted 387,845,438 387,845,438 387,845,438 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $144,753 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Six Months Ended June 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 514,092 $ — $ — $ 514,092 Operating expenses: Cost of revenues, excluding depreciation and amortization (173,258) (1,802) — (175,060) Selling, general and administrative costs, excluding depreciation and amortization (175,430) (61,291) — (236,721) Share-based compensation expense (24,325) 24,325 — — Depreciation (5,233) — — (5,233) Amortization (102,353) — — (102,353) Transaction expenses (35,216) 35,216 — — Transition, integration and other related expenses (3,552) 3,552 — — Restructuring and impairment (23,600) — — (23,600) Other operating income, net 14,813 — — 14,813 Total operating expenses (528,154) — — (528,154) Loss from operations (14,062) — — (14,062) Mark to market on financial instruments — (79,422) (b) (79,422) Interest expense, net (52,062) — — (52,062) Loss before income tax (66,124) — (79,422) (b) (145,546) Provision for income taxes (9,368) — — (9,368) Net loss $ (75,492) $ — $ (79,422) (b) $ (154,914) Per share: Basic and diluted $ (0.21) $ (0.22) $ (0.43) Weighted average shares used to compute earnings per share: Basic and diluted 359,503,556 359,503,556 359,503,556 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $79,422 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended June 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 273,500 $ — $ — $ 273,500 Operating expenses: Cost of revenues, excluding depreciation and amortization (90,859) (1,520) — (92,379) Selling, general and administrative costs, excluding depreciation and amortization (88,482) (15,183) — (103,665) Share-based compensation expense (6,856) 6,856 — — Depreciation (2,904) — — (2,904) Amortization (53,241) — — (53,241) Transaction expenses (8,527) 8,527 — — Transition, integration and other related expenses (1,320) 1,320 — — Restructuring and impairment (15,846) — — (15,846) Other operating income, net 8,781 — — 8,781 Total operating expenses (259,254) — — (259,254) Income (loss) from operations 14,246 — — 14,246 Mark to market on financial instruments — — (23,790) (b) (23,790) Interest expense, net (21,122) — — (21,122) Loss before income tax (6,876) — (23,790) (b) (30,666) Benefit for income taxes 5,385 — — 5,385 Net loss $ (1,491) $ — $ (23,790) (b) $ (25,281) Per share: Basic and diluted $ — $ (0.06) $ (0.07) Weighted average shares used to compute earnings per share: Basic and diluted 375,877,260 375,877,260 375,877,260 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $23,790 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 240,592 $ — $ — $ 240,592 Operating expenses: Cost of revenues, excluding depreciation and amortization (82,399) (283) — (82,682) Selling, general and administrative costs, excluding depreciation and amortization (86,948) (46,107) — (133,055) Share-based compensation expense (17,469) 17,469 — — Depreciation (2,329) — (2,329) Amortization (49,112) — (49,112) Transaction expenses (26,689) 26,689 — — Transition, integration and other related expenses (2,232) 2,232 — — Restructuring and impairment (7,754) — (7,754) Other operating income, net 6,032 — 6,032 Total operating expenses (268,900) — — (268,900) Loss from operations (28,308) — — (28,308) Mark to market on financial instruments — — (55,632) (b) (55,632) Interest expense, net (30,940) — — (30,940) Loss before income tax (59,248) — (55,632) (b) (114,880) Provision for income taxes (14,753) — — (14,753) Net loss $ (74,001) $ — $ (55,632) (b) $ (129,633) Per share: Basic and diluted $ (0.22) $ (0.16) $ (0.38) Weighted average shares used to compute earnings per share: Basic and diluted 343,129,833 343,129,833 343,129,833 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $55,632 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Nine Months Ended September 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 719,332 $ — $ — $ 719,332 Operating expenses: Cost of revenues, excluding depreciation and amortization (264,013) (2,653) — (266,666) Selling, general and administrative costs, excluding depreciation and amortization (280,766) (95,845) — (376,611) Share-based compensation expense (46,675) 46,675 — — Depreciation (6,463) — — (6,463) Amortization (138,694) — — (138,694) Transaction expenses (42,073) 42,073 — — Transition, integration and other related expenses (9,750) 9,750 — — Legal settlement 39,399 (39,399) — — Other operating income, net 3,047 — — 3,047 Total operating expenses (745,988) (39,399) — (785,387) Loss from operations (26,656) (39,399) — (66,055) Mark to market on financial instruments — — (48,022) (b) (48,022) Legal settlement — 39,399 — 39,399 Interest expense, net (93,938) — — (93,938) Loss before income tax (120,594) — (48,022) (b) (168,616) Provision for income taxes (5,596) — — (5,596) Net (loss) $ (126,190) $ — $ (48,022) (b) $ (174,212) Per share: Basic and diluted $ (0.48) $ (0.18) $ (0.66) Weighted average shares used to compute earnings per share: Basic and diluted 262,894,388 262,894,388 262,894,388 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $48,022 that was recorded through the Statement of Operations, increasing the Net (loss) . Condensed Consolidated Statements of Operations (unaudited) Three Months Ended September 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 242,998 $ — $ — $ 242,998 Operating expenses: Cost of revenues, excluding depreciation and amortization (87,117) (2,041) — (89,158) Selling, general and administrative costs, excluding depreciation and amortization (96,017) (19,498) — (115,515) Share-based compensation expense (9,567) 9,567 — — Depreciation (2,281) — — (2,281) Amortization (41,656) — — (41,656) Transaction expenses (8,645) 8,645 — — Transition, integration and other related expenses (3,327) 3,327 — — Legal settlement 39,399 (39,399) — — Other operating income (expense), net 2,057 — — 2,057 Total operating expenses (207,154) (39,399) — (246,553) Income (loss) from operations 35,844 (39,399) — (3,555) Mark to market adjustment on financial instruments — — (21,836) (b) (21,836) Legal settlement — 39,399 — 39,399 Interest expense, net (23,369) — — (23,369) Income (loss) before income tax 12,475 — (21,836) (b) (9,361) Provision for income taxes (1,644) — — (1,644) Net income (loss) $ 10,831 $ — $ (21,836) (b) $ (11,005) Per share: Basic $ 0.04 $ (0.07) $ (0.04) Diluted $ 0.03 $ (0.07) $ (0.04) Weighted average shares used to compute earnings per share: Basic 305,428,062 305,428,062 305,428,062 Diluted 328,854,063 328,854,063 328,854,063 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $21,836 that was recorded through the Statement of Operations, resulting in a Net (loss). Condensed Consolidated Statements of Operations (unaudited) Six Months Ended June 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 476,334 $ — $ — $ 476,334 Operating expenses: Cost of revenues, excluding depreciation and amortization (176,896) (612) — (177,508) Selling, general and administrative costs, excluding depreciation and amortization (184,749) (76,347) — (261,096) Share-based compensation expense (37,108) 37,108 — — Depreciation (4,182) — — (4,182) Amortization (97,038) — — (97,038) Transaction expenses (33,428) 33,428 — — Transition, integration and other related expenses (6,423) 6,423 — — Other operating income, net 990 — — 990 Total operating expenses (538,834) — — (538,834) Loss from operations (62,500) — — (62,500) Mark to market adjustment on financial instruments — — (26,187) (b) (26,187) Interest expense, net (70,569) — — (70,569) Loss before income tax (133,069) — (26,187) (b) (159,256) Provision for income taxes (3,952) — — (3,952) Net loss $ (137,021) $ — $ (26,187) (b) $ (163,208) Per share: Basic and diluted $ (0.57) $ (0.11) $ (0.68) Weighted average shares used to compute earnings per share: Basic and diluted 241,275,061 241,275,061 241,275,061 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $26,187 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Three Months Ended June 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 242,309 $ — $ — $ 242,309 Operating expenses: Cost of revenues, excluding depreciation and amortization (87,629) (658) — (88,287) Selling, general and administrative costs, excluding depreciation and amortization (92,453) (61,694) — (154,147) Share-based compensation expense (33,932) 33,932 — — Depreciation (2,131) — — (2,131) Amortization (40,932) — — (40,932) Transaction expenses (23,158) 23,158 — — Transition, integration, and other related expenses (5,262) 5,262 — — Other operating income, net 6,607 — — 6,607 Total operating expenses (278,890) — — (278,890) Income (loss) from operations (36,581) — — (36,581) Mark to market adjustment on financial instruments — — (26,187) (b) (26,187) Interest expense, net (37,468) — — (37,468) Loss before income tax (74,049) — (26,187) (b) (100,236) Provision for income taxes (3,712) — — (3,712) Net loss $ (77,761) $ — $ (26,187) (b) $ (103,948) Per share: Basic and diluted $ (0.29) $ (0.10) $ (0.39) Weighted average shares used to compute earnings per share: Basic and diluted 264,762,720 264,762,720 264,762,720 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $26,187 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Balance at December 31, 2018, as originally reported 1,646,223 $ 1,677,510 — $ — $ 5,358 $ (632,261) $ 1,050,607 Conversion of units of share capital 215,880,202 — — — — — — Balance at December 31, 2018, as recasted 217,526,425 1,677,510 — — 5,358 (632,261) 1,050,607 Issuance of ordinary shares, net 2 — — — — — — Share-based award activity — 3,176 — — — — 3,176 Net loss — — — — — (59,260) (59,260) Other comprehensive income (loss) — — — — (3,751) — (3,751) Balance at March 31, 2019 217,526,427 1,680,686 — — 1,607 (691,521) 990,772 Shares subject to redemption (As Restated) (a) — (64,157) — — — — (64,157) Tax Receivable Agreement — (264,000) — — — — (264,000) Issuance of ordinary stock, net (7,929) 137 — — — — 137 Merger recapitalization 87,749,999 678,054 — — — — 678,054 Share-based award activity — 33,932 — — — — 33,932 Net loss (As Restated) (b) — — — — — (103,948) (103,948) Other comprehensive income (loss) — — — — (3,842) — (3,842) Balance at June 30, 2019 (As Restated) (a) (b) 305,268,497 2,064,652 — — (2,235) (795,469) 1,266,949 Exercise of stock options 1,254,662 141 — — — — 141 Shares returned to the Company for net share settlements (472,396) — — — — — — Share-based award activity — 9,567 — — — — 9,567 Net income (As Restated) (b) — — — — — (11,005) (11,005) Other comprehensive income (loss) — — — — (4,724) — (4,724) Balance at September 30, 2019 (As Restated) (a) (b) 306,050,763 2,074,360 — — (6,959) (806,473) 1,260,928 Settlement of Tax Receivable Agreement — 64,000 — — — — 64,000 Issuance of ordinary stock, net 823,352 1,304 — — — — 1,304 Share-based award activity — 4,708 — — — — 4,708 Net loss (As Restated) (b) — — — — — (84,421) (84,421) Other comprehensive income (loss) — — — — 2,080 — 2,080 Balance at December 31, 2019 (As Restated) (a) (b) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Balance at December 31, 2019 (As Restated) (b) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326 — — — — — (9,319) (9,319) Exercise of public warrants 28,880,098 277,526 — — — — 277,526 Condensed Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Exercise of stock options 3,715,455 1,182 — — — — 1,182 Vesting of restricted stock units 169,842 — — — — — — Shares returned to the Company for net share settlements (2,301,458) (10,302) — — — — (10,302) Issuance of ordinary shares, net 27,600,000 539,714 — — — — 539,714 Share-based award activity — 16,384 — — — — 16,384 Net loss (As Restated) (b) — — — — — (129,633) (129,633) Other comprehensive income (loss) — — — — (8,470) — (8,470) Balance at March 31, 2020 (As Restated) (a) (b) 364,938,052 2,968,876 — — (13,349) (1,029,846) 1,925,681 Exercise of stock options 3,723,332 — — — — — — Vesting of restricted stock units 2,528 — — — — — — Shares returned to the Company for net share settlements (2,311,293) (15,118) — — — — (15,118) Issuance of ordinary shares, net 20,982,500 304,030 — — — — 304,030 Share-based award activity — 4,322 — — — — 4,322 Net loss (As Restated) (b) — — — — — (25,281) (25,281) Other comprehensive income (loss) — — — — (2,280) — (2,280) Balance at June 30, 2020 (As Restated) (a) (b) 387,335,119 3,262,110 — — (15,629) (1,055,127) 2,191,354 Exercise of stock options 4,068,307 125 — — — — 125 Vesting of restricted stock units 2,459 — — — — — — Shares returned to the Company for net share settlements (2,184,918) (3,136) — — — — (3,136) Share-based award activity — 5,520 — — — — 5,520 Net loss (As Restated) (b) — — — — — (181,986) (181,986) Other comprehensive income (loss) — — — — 10,436 — 10,436 Balance at September 30, 2020 (As Restated) (a) (b) 389,220,967 3,264,619 — — (5,193) (1,237,113) 2,022,313 Exercise of Private Placement Warrants (As Restated) (a) 274,000 4,124 — — — — 4,124 Exercise of stock options 535,768 815 — — — — 815 Vesting of restricted stock units 114,812 — — — — — — Shares returned to the Company for net share settlements (499,727) (4,500) — — — — (4,500) Issuance of ordinary shares, net (c) 216,683,778 6,715,030 — — — — 6,715,030 Treasury shares (as restated) (c) — — 6,325,860 (196,038) — — (196,038) Share-based award activity — 9,196 — — — — 9,196 Net loss (As Restated) (b) (c) — — — — — (13,725) (13,725) Condensed Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Other comprehensive income (loss) — — — — 497,575 — 497,575 Balance at December 31, 2020 (As Restated) (a) (b) (c) 606,329,598 $ 9,989,284 6,325,860 $ (196,038) $ 492,382 $ (1,250,838) $ 9,034,790 a) Warrant liabilities - The correction of the misstatements reflected in Amendment No. 1 resulted in an increase to warrant share liabilities, a decrease to ordinary shares, an increase to ordinary shares upon exercise, and an increase to accumulated deficit. b) Mark to market adjustment on financial instruments - The correction of the misstatements reflected in Amendment No. 1 resulted in an adjustment that was recorded through the Statement of Operations. The change reflects a mark to market adjustment as a result of the restatement. c) CPA Global Equity Plan - Ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. The correction of this Amendment No. 2 also included share-based compensation charge adjustments recorded through the Statement of Operations. Consolidated Balance Sheets As of December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As R |
Restatement of Prior Period F_2
Restatement of Prior Period Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement of Prior Period Financial Statements | Condensed Consolidated Balance Sheets (unaudited) As of September 30, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 601,075 $ — $ 601,075 Restricted cash 567 — 567 Accounts receivable, net of allowance for doubtful accounts of $9,744 at September 30, 2020 238,638 — 238,638 Prepaid expenses 49,240 — 49,240 Other current assets 18,672 — 18,672 Assets held for sale 36,059 — 36,059 Total current assets 944,251 — 944,251 Computer hardware and other property, net 23,618 — 23,618 Other intangible assets, net 2,217,227 — 2,217,227 Goodwill 1,818,354 — 1,818,354 Other non-current assets 21,836 — 21,836 Deferred income taxes 25,520 — 25,520 Operating lease right-of-use assets 99,908 — 99,908 Total Assets $ 5,150,714 $ — $ 5,150,714 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 19,898 $ — $ 19,898 Accrued expenses and other current liabilities 253,341 — 253,341 Current portion of deferred revenues 326,098 — 326,098 Current portion of operating lease liabilities 25,691 — 25,691 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale 25,048 — 25,048 Total current liabilities 662,676 — 662,676 Long-term debt 1,910,993 — 1,910,993 Warrant liabilities — 335,988 (a) 335,988 Non-current portion of deferred revenues 24,080 — 24,080 Other non-current liabilities 19,990 — 19,990 Deferred income taxes 95,527 — 95,527 Operating lease liabilities 79,147 — 79,147 Total liabilities 2,792,413 335,988 3,128,401 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2020; 389,220,967 shares issued and outstanding at September 30, 2020 3,328,776 (64,157) (a) 3,264,619 Accumulated other comprehensive income (loss) (5,193) — (5,193) Accumulated deficit (965,282) (271,831) (a) (1,237,113) Total shareholders' equity 2,358,301 (335,988) 2,022,313 Total Liabilities and Shareholders' Equity $ 5,150,714 $ — $ 5,150,714 (a) Warrant liabilities—The correction of the misstatements resulted in an increase to warrant share liabilities in the amount of $335,988, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $271,831. Condensed Consolidated Balance Sheets (unaudited) As of June 30, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 608,522 $ — $ 608,522 Restricted cash 2,010 — 2,010 Accounts receivable, net of allowance for doubtful accounts of $11,074 at June 30, 2020 279,160 — 279,160 Prepaid expenses 51,440 — 51,440 Other current assets 18,960 — 18,960 Assets held for sale — — — Total current assets 960,092 — 960,092 Computer hardware and other property, net 24,324 — 24,324 Other intangible assets, net 2,261,549 — 2,261,549 Goodwill 1,824,258 — 1,824,258 Other non-current assets 22,178 — 22,178 Deferred income taxes 17,161 — 17,161 Operating lease right-of-use assets 100,622 — 100,622 Total Assets $ 5,210,184 $ — $ 5,210,184 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 22,068 $ — $ 22,068 Accrued expenses and other current liabilities 228,474 — 228,474 Current portion of deferred revenues 424,187 — 424,187 Current portion of operating lease liabilities 24,067 — 24,067 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale — — — Total current liabilities 711,396 — 711,396 Long-term debt 1,913,214 — 1,913,214 Warrant liabilities — 191,235 (a) 191,235 Non-current portion of deferred revenues 19,116 — 19,116 Other non-current liabilities 16,959 — 16,959 Deferred income taxes 86,247 — 86,247 Operating lease liabilities 80,663 — 80,663 Total liabilities 2,827,595 191,235 3,018,830 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at June 30, 2020; 387,335,119 shares issued and outstanding at June 30, 2020, respectively; 3,326,267 (64,157) (a) 3,262,110 Accumulated other comprehensive income (loss) (15,629) — (15,629) Accumulated deficit (928,049) (127,078) (a) (1,055,127) Total shareholders' equity 2,382,589 (191,235) 2,191,354 Total Liabilities and Shareholders' Equity $ 5,210,184 $ — $ 5,210,184 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $191,235, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $127,078. Condensed Consolidated Balance Sheets (unaudited) As of March 31, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 308,021 $ — $ 308,021 Restricted cash 2,850 — 2,850 Accounts receivable, net of allowance for doubtful accounts of $15,072 at March 31, 2020 343,177 — 343,177 Prepaid expenses 52,101 — 52,101 Other current assets 22,099 — 22,099 Assets held for sale — — — Total current assets 728,248 — 728,248 Computer hardware and other property, net 22,953 — 22,953 Other intangible assets, net 2,282,348 — 2,282,348 Goodwill 1,823,084 — 1,823,084 Other non-current assets 22,818 — 22,818 Deferred income taxes 15,646 — 15,646 Operating lease right-of-use assets 103,995 — 103,995 Total Assets $ 4,999,092 $ — $ 4,999,092 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 28,583 $ — $ 28,583 Accrued expenses and other current liabilities 239,661 — 239,661 Current portion of deferred revenues 472,101 — 472,101 Current portion of operating lease liabilities 25,375 — 25,375 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale — — — Total current liabilities 778,320 — 778,320 Long-term debt 1,915,452 — 1,915,452 Warrant liabilities — 167,445 (a) 167,445 Non-current portion of deferred revenues 18,774 — 18,774 Other non-current liabilities 18,553 — 18,553 Deferred income taxes 94,638 — 94,638 Operating lease liabilities 80,229 — 80,229 Total liabilities 2,905,966 167,445 3,073,411 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at March 31, 2020; 364,938,052 shares issued and outstanding at March 31, 2020 3,033,033 (64,157) (a) 2,968,876 Accumulated other comprehensive income (loss) (13,349) — (13,349) Accumulated deficit (926,558) (103,288) (a) (1,029,846) Total shareholders' equity 2,093,126 (167,445) 1,925,681 Total Liabilities and Shareholders' Equity $ 4,999,092 $ — $ 4,999,092 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $167,445, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $103,288. Condensed Consolidated Balance Sheets (unaudited) As of September 30, 2019 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 88,812 $ — $ 88,812 Restricted cash 9 — 9 Accounts receivable, less allowance for doubtful accounts of $16,392 at September 30, 2019 226,997 — 226,997 Prepaid expenses 34,927 — 34,927 Other current assets 10,528 — 10,528 Total current assets 361,273 — 361,273 Computer hardware and other property, net 20,185 — 20,185 Other intangible assets, net 1,856,346 — 1,856,346 Goodwill 1,281,504 — 1,281,504 Other non-current assets 19,368 — 19,368 Deferred income taxes 19,808 — 19,808 Operating lease right-of-use assets 91,809 — 91,809 Total Assets $ 3,650,293 $ — $ 3,650,293 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 27,908 $ — $ 27,908 Accrued expenses and other current liabilities 162,303 — 162,303 Current portion of deferred revenues 330,786 — 330,786 Current portion of operating lease liabilities 23,953 — 23,953 Current portion of long-term debt 15,345 — 15,345 Total current liabilities 560,295 — 560,295 Long-term debt 1,305,364 — 1,305,364 Tax receivable agreement 264,000 — 264,000 Warrant liabilities — 112,179 (a) 112,179 Non-current portion of deferred revenues 21,299 — 21,299 Other non-current liabilities 17,278 — 17,278 Deferred income taxes 39,256 — 39,256 Operating lease liabilities 69,694 — 69,694 Total liabilities 2,277,186 112,179 2,389,365 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2019; 306,050,763 shares issued and outstanding at September 30, 2019 2,138,517 (64,157) (a) 2,074,360 Accumulated other comprehensive income (loss) (6,959) — (6,959) Accumulated deficit (758,451) (48,022) (a) (806,473) Total shareholders' equity 1,373,107 (112,179) 1,260,928 Total Liabilities and Shareholders' Equity $ 3,650,293 $ — $ 3,650,293 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $112,179, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $48,022. Condensed Consolidated Balance Sheets (unaudited) As of June 30, 2019 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 43,063 $ — $ 43,063 Restricted cash 9 — 9 Accounts receivable, less allowance for doubtful accounts of $17,192 at June 30, 2019 270,584 — 270,584 Prepaid expenses 39,238 — 39,238 Other current assets 12,577 — 12,577 Total current assets 365,471 — 365,471 Computer hardware and other property, net 18,490 — 18,490 Other intangible assets, net 1,884,521 — 1,884,521 Goodwill 1,282,842 — 1,282,842 Other non-current assets 23,890 — 23,890 Deferred income taxes 18,072 — 18,072 Operating lease right-of-use assets 94,950 — 94,950 Total Assets $ 3,688,236 $ — $ 3,688,236 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 30,396 $ — $ 30,396 Accrued expenses and other current liabilities 126,843 — 126,843 Current portion of deferred revenues 404,753 — 404,753 Current portion of operating lease liabilities 24,980 — 24,980 Current portion of long-term debt 15,345 — 15,345 Total current liabilities 602,317 — 602,317 Long-term debt 1,307,919 — 1,307,919 Tax receivable agreement 264,000 — 264,000 Warrant liabilities — 90,343 (a) 90,343 Non-current portion of deferred revenues 22,236 — 22,236 Other non-current liabilities 19,719 — 19,719 Deferred income taxes 42,582 — 42,582 Operating lease liabilities 72,171 — 72,171 Total liabilities 2,330,944 90,343 2,421,287 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at June 30, 2019; 305,268,497 shares issued and outstanding at June 30, 2019 2,128,809 (64,157) (a) 2,064,652 Accumulated other comprehensive income (loss) (2,235) — (2,235) Accumulated deficit (769,282) (26,187) (a) (795,469) Total shareholders' equity 1,357,292 (90,343) 1,266,949 Total Liabilities and Shareholders' Equity $ 3,688,236 $ — $ 3,688,236 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $90,343, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $26,187. Condensed Consolidated Statements of Operations (unaudited) Nine Months Ended September 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 798,452 $ — $ — $ 798,452 Operating expenses: Cost of revenues, excluding depreciation and amortization (265,063) (3,551) — (268,614) Selling, general and administrative costs, excluding depreciation and amortization (266,749) (101,498) — (368,247) Share-based compensation expense (31,121) 31,121 — — Depreciation (8,151) — — (8,151) Amortization (168,049) — — (168,049) Transaction expenses (70,154) 70,154 — — Transition, integration and other related expenses (3,774) 3,774 — — Restructuring and impairment (26,792) — — (26,792) Other operating income, net 14,675 — — 14,675 Total operating expenses (825,178) — — (825,178) Loss from operations (26,726) — — (26,726) Mark to market adjustment on financial instruments — — (224,175) (b) (224,175) Interest expense, net (72,306) — — (72,306) Loss before income tax (99,032) — (224,175) (b) (323,207) Provision for income taxes (13,693) — — (13,693) Net (loss) $ (112,725) $ — $ (224,175) (b) $ (336,900) Per share: Basic and diluted $ (0.31) $ (0.61) $ (0.91) Weighted average shares used to compute earnings per share: Basic and diluted 369,019,802 369,019,802 369,019,802 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $224,175 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Three Months Ended September 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 284,360 $ — $ — $ 284,360 Operating expenses: Cost of revenues, excluding depreciation and amortization (91,805) (1,749) — (93,554) Selling, general and administrative costs, excluding depreciation and amortization (91,319) (40,207) — (131,526) Share-based compensation expense (6,796) 6,796 — — Depreciation (2,918) — — (2,918) Amortization (65,696) — — (65,696) Transaction expenses (34,938) 34,938 — — Transition, integration and other related expenses (222) 222 — — Restructuring and impairment (3,192) — — (3,192) Other operating income, net (138) — — (138) Total operating expenses (297,024) — — (297,024) Loss from operations (12,664) — — (12,664) Mark to market adjustment on financial instruments — — (144,753) (b) (144,753) Interest expense, net (20,244) — — (20,244) Loss before income tax (32,908) — (144,753) (b) (177,661) Provision for income taxes (4,325) — — (4,325) Net (loss) $ (37,233) $ — $ (144,753) (b) $ (181,986) Per share: Basic and diluted $ (0.10) $ (0.37) $ (0.47) Weighted average shares used to compute earnings per share: Basic and diluted 387,845,438 387,845,438 387,845,438 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $144,753 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Six Months Ended June 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 514,092 $ — $ — $ 514,092 Operating expenses: Cost of revenues, excluding depreciation and amortization (173,258) (1,802) — (175,060) Selling, general and administrative costs, excluding depreciation and amortization (175,430) (61,291) — (236,721) Share-based compensation expense (24,325) 24,325 — — Depreciation (5,233) — — (5,233) Amortization (102,353) — — (102,353) Transaction expenses (35,216) 35,216 — — Transition, integration and other related expenses (3,552) 3,552 — — Restructuring and impairment (23,600) — — (23,600) Other operating income, net 14,813 — — 14,813 Total operating expenses (528,154) — — (528,154) Loss from operations (14,062) — — (14,062) Mark to market on financial instruments — (79,422) (b) (79,422) Interest expense, net (52,062) — — (52,062) Loss before income tax (66,124) — (79,422) (b) (145,546) Provision for income taxes (9,368) — — (9,368) Net loss $ (75,492) $ — $ (79,422) (b) $ (154,914) Per share: Basic and diluted $ (0.21) $ (0.22) $ (0.43) Weighted average shares used to compute earnings per share: Basic and diluted 359,503,556 359,503,556 359,503,556 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $79,422 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended June 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 273,500 $ — $ — $ 273,500 Operating expenses: Cost of revenues, excluding depreciation and amortization (90,859) (1,520) — (92,379) Selling, general and administrative costs, excluding depreciation and amortization (88,482) (15,183) — (103,665) Share-based compensation expense (6,856) 6,856 — — Depreciation (2,904) — — (2,904) Amortization (53,241) — — (53,241) Transaction expenses (8,527) 8,527 — — Transition, integration and other related expenses (1,320) 1,320 — — Restructuring and impairment (15,846) — — (15,846) Other operating income, net 8,781 — — 8,781 Total operating expenses (259,254) — — (259,254) Income (loss) from operations 14,246 — — 14,246 Mark to market on financial instruments — — (23,790) (b) (23,790) Interest expense, net (21,122) — — (21,122) Loss before income tax (6,876) — (23,790) (b) (30,666) Benefit for income taxes 5,385 — — 5,385 Net loss $ (1,491) $ — $ (23,790) (b) $ (25,281) Per share: Basic and diluted $ — $ (0.06) $ (0.07) Weighted average shares used to compute earnings per share: Basic and diluted 375,877,260 375,877,260 375,877,260 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $23,790 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 240,592 $ — $ — $ 240,592 Operating expenses: Cost of revenues, excluding depreciation and amortization (82,399) (283) — (82,682) Selling, general and administrative costs, excluding depreciation and amortization (86,948) (46,107) — (133,055) Share-based compensation expense (17,469) 17,469 — — Depreciation (2,329) — (2,329) Amortization (49,112) — (49,112) Transaction expenses (26,689) 26,689 — — Transition, integration and other related expenses (2,232) 2,232 — — Restructuring and impairment (7,754) — (7,754) Other operating income, net 6,032 — 6,032 Total operating expenses (268,900) — — (268,900) Loss from operations (28,308) — — (28,308) Mark to market on financial instruments — — (55,632) (b) (55,632) Interest expense, net (30,940) — — (30,940) Loss before income tax (59,248) — (55,632) (b) (114,880) Provision for income taxes (14,753) — — (14,753) Net loss $ (74,001) $ — $ (55,632) (b) $ (129,633) Per share: Basic and diluted $ (0.22) $ (0.16) $ (0.38) Weighted average shares used to compute earnings per share: Basic and diluted 343,129,833 343,129,833 343,129,833 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $55,632 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Nine Months Ended September 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 719,332 $ — $ — $ 719,332 Operating expenses: Cost of revenues, excluding depreciation and amortization (264,013) (2,653) — (266,666) Selling, general and administrative costs, excluding depreciation and amortization (280,766) (95,845) — (376,611) Share-based compensation expense (46,675) 46,675 — — Depreciation (6,463) — — (6,463) Amortization (138,694) — — (138,694) Transaction expenses (42,073) 42,073 — — Transition, integration and other related expenses (9,750) 9,750 — — Legal settlement 39,399 (39,399) — — Other operating income, net 3,047 — — 3,047 Total operating expenses (745,988) (39,399) — (785,387) Loss from operations (26,656) (39,399) — (66,055) Mark to market on financial instruments — — (48,022) (b) (48,022) Legal settlement — 39,399 — 39,399 Interest expense, net (93,938) — — (93,938) Loss before income tax (120,594) — (48,022) (b) (168,616) Provision for income taxes (5,596) — — (5,596) Net (loss) $ (126,190) $ — $ (48,022) (b) $ (174,212) Per share: Basic and diluted $ (0.48) $ (0.18) $ (0.66) Weighted average shares used to compute earnings per share: Basic and diluted 262,894,388 262,894,388 262,894,388 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $48,022 that was recorded through the Statement of Operations, increasing the Net (loss) . Condensed Consolidated Statements of Operations (unaudited) Three Months Ended September 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 242,998 $ — $ — $ 242,998 Operating expenses: Cost of revenues, excluding depreciation and amortization (87,117) (2,041) — (89,158) Selling, general and administrative costs, excluding depreciation and amortization (96,017) (19,498) — (115,515) Share-based compensation expense (9,567) 9,567 — — Depreciation (2,281) — — (2,281) Amortization (41,656) — — (41,656) Transaction expenses (8,645) 8,645 — — Transition, integration and other related expenses (3,327) 3,327 — — Legal settlement 39,399 (39,399) — — Other operating income (expense), net 2,057 — — 2,057 Total operating expenses (207,154) (39,399) — (246,553) Income (loss) from operations 35,844 (39,399) — (3,555) Mark to market adjustment on financial instruments — — (21,836) (b) (21,836) Legal settlement — 39,399 — 39,399 Interest expense, net (23,369) — — (23,369) Income (loss) before income tax 12,475 — (21,836) (b) (9,361) Provision for income taxes (1,644) — — (1,644) Net income (loss) $ 10,831 $ — $ (21,836) (b) $ (11,005) Per share: Basic $ 0.04 $ (0.07) $ (0.04) Diluted $ 0.03 $ (0.07) $ (0.04) Weighted average shares used to compute earnings per share: Basic 305,428,062 305,428,062 305,428,062 Diluted 328,854,063 328,854,063 328,854,063 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $21,836 that was recorded through the Statement of Operations, resulting in a Net (loss). Condensed Consolidated Statements of Operations (unaudited) Six Months Ended June 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 476,334 $ — $ — $ 476,334 Operating expenses: Cost of revenues, excluding depreciation and amortization (176,896) (612) — (177,508) Selling, general and administrative costs, excluding depreciation and amortization (184,749) (76,347) — (261,096) Share-based compensation expense (37,108) 37,108 — — Depreciation (4,182) — — (4,182) Amortization (97,038) — — (97,038) Transaction expenses (33,428) 33,428 — — Transition, integration and other related expenses (6,423) 6,423 — — Other operating income, net 990 — — 990 Total operating expenses (538,834) — — (538,834) Loss from operations (62,500) — — (62,500) Mark to market adjustment on financial instruments — — (26,187) (b) (26,187) Interest expense, net (70,569) — — (70,569) Loss before income tax (133,069) — (26,187) (b) (159,256) Provision for income taxes (3,952) — — (3,952) Net loss $ (137,021) $ — $ (26,187) (b) $ (163,208) Per share: Basic and diluted $ (0.57) $ (0.11) $ (0.68) Weighted average shares used to compute earnings per share: Basic and diluted 241,275,061 241,275,061 241,275,061 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $26,187 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Three Months Ended June 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 242,309 $ — $ — $ 242,309 Operating expenses: Cost of revenues, excluding depreciation and amortization (87,629) (658) — (88,287) Selling, general and administrative costs, excluding depreciation and amortization (92,453) (61,694) — (154,147) Share-based compensation expense (33,932) 33,932 — — Depreciation (2,131) — — (2,131) Amortization (40,932) — — (40,932) Transaction expenses (23,158) 23,158 — — Transition, integration, and other related expenses (5,262) 5,262 — — Other operating income, net 6,607 — — 6,607 Total operating expenses (278,890) — — (278,890) Income (loss) from operations (36,581) — — (36,581) Mark to market adjustment on financial instruments — — (26,187) (b) (26,187) Interest expense, net (37,468) — — (37,468) Loss before income tax (74,049) — (26,187) (b) (100,236) Provision for income taxes (3,712) — — (3,712) Net loss $ (77,761) $ — $ (26,187) (b) $ (103,948) Per share: Basic and diluted $ (0.29) $ (0.10) $ (0.39) Weighted average shares used to compute earnings per share: Basic and diluted 264,762,720 264,762,720 264,762,720 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $26,187 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Balance at December 31, 2018, as originally reported 1,646,223 $ 1,677,510 — $ — $ 5,358 $ (632,261) $ 1,050,607 Conversion of units of share capital 215,880,202 — — — — — — Balance at December 31, 2018, as recasted 217,526,425 1,677,510 — — 5,358 (632,261) 1,050,607 Issuance of ordinary shares, net 2 — — — — — — Share-based award activity — 3,176 — — — — 3,176 Net loss — — — — — (59,260) (59,260) Other comprehensive income (loss) — — — — (3,751) — (3,751) Balance at March 31, 2019 217,526,427 1,680,686 — — 1,607 (691,521) 990,772 Shares subject to redemption (As Restated) (a) — (64,157) — — — — (64,157) Tax Receivable Agreement — (264,000) — — — — (264,000) Issuance of ordinary stock, net (7,929) 137 — — — — 137 Merger recapitalization 87,749,999 678,054 — — — — 678,054 Share-based award activity — 33,932 — — — — 33,932 Net loss (As Restated) (b) — — — — — (103,948) (103,948) Other comprehensive income (loss) — — — — (3,842) — (3,842) Balance at June 30, 2019 (As Restated) (a) (b) 305,268,497 2,064,652 — — (2,235) (795,469) 1,266,949 Exercise of stock options 1,254,662 141 — — — — 141 Shares returned to the Company for net share settlements (472,396) — — — — — — Share-based award activity — 9,567 — — — — 9,567 Net income (As Restated) (b) — — — — — (11,005) (11,005) Other comprehensive income (loss) — — — — (4,724) — (4,724) Balance at September 30, 2019 (As Restated) (a) (b) 306,050,763 2,074,360 — — (6,959) (806,473) 1,260,928 Settlement of Tax Receivable Agreement — 64,000 — — — — 64,000 Issuance of ordinary stock, net 823,352 1,304 — — — — 1,304 Share-based award activity — 4,708 — — — — 4,708 Net loss (As Restated) (b) — — — — — (84,421) (84,421) Other comprehensive income (loss) — — — — 2,080 — 2,080 Balance at December 31, 2019 (As Restated) (a) (b) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Balance at December 31, 2019 (As Restated) (b) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326 — — — — — (9,319) (9,319) Exercise of public warrants 28,880,098 277,526 — — — — 277,526 Condensed Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Exercise of stock options 3,715,455 1,182 — — — — 1,182 Vesting of restricted stock units 169,842 — — — — — — Shares returned to the Company for net share settlements (2,301,458) (10,302) — — — — (10,302) Issuance of ordinary shares, net 27,600,000 539,714 — — — — 539,714 Share-based award activity — 16,384 — — — — 16,384 Net loss (As Restated) (b) — — — — — (129,633) (129,633) Other comprehensive income (loss) — — — — (8,470) — (8,470) Balance at March 31, 2020 (As Restated) (a) (b) 364,938,052 2,968,876 — — (13,349) (1,029,846) 1,925,681 Exercise of stock options 3,723,332 — — — — — — Vesting of restricted stock units 2,528 — — — — — — Shares returned to the Company for net share settlements (2,311,293) (15,118) — — — — (15,118) Issuance of ordinary shares, net 20,982,500 304,030 — — — — 304,030 Share-based award activity — 4,322 — — — — 4,322 Net loss (As Restated) (b) — — — — — (25,281) (25,281) Other comprehensive income (loss) — — — — (2,280) — (2,280) Balance at June 30, 2020 (As Restated) (a) (b) 387,335,119 3,262,110 — — (15,629) (1,055,127) 2,191,354 Exercise of stock options 4,068,307 125 — — — — 125 Vesting of restricted stock units 2,459 — — — — — — Shares returned to the Company for net share settlements (2,184,918) (3,136) — — — — (3,136) Share-based award activity — 5,520 — — — — 5,520 Net loss (As Restated) (b) — — — — — (181,986) (181,986) Other comprehensive income (loss) — — — — 10,436 — 10,436 Balance at September 30, 2020 (As Restated) (a) (b) 389,220,967 3,264,619 — — (5,193) (1,237,113) 2,022,313 Exercise of Private Placement Warrants (As Restated) (a) 274,000 4,124 — — — — 4,124 Exercise of stock options 535,768 815 — — — — 815 Vesting of restricted stock units 114,812 — — — — — — Shares returned to the Company for net share settlements (499,727) (4,500) — — — — (4,500) Issuance of ordinary shares, net (c) 216,683,778 6,715,030 — — — — 6,715,030 Treasury shares (as restated) (c) — — 6,325,860 (196,038) — — (196,038) Share-based award activity — 9,196 — — — — 9,196 Net loss (As Restated) (b) (c) — — — — — (13,725) (13,725) Condensed Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Other comprehensive income (loss) — — — — 497,575 — 497,575 Balance at December 31, 2020 (As Restated) (a) (b) (c) 606,329,598 $ 9,989,284 6,325,860 $ (196,038) $ 492,382 $ (1,250,838) $ 9,034,790 a) Warrant liabilities - The correction of the misstatements reflected in Amendment No. 1 resulted in an increase to warrant share liabilities, a decrease to ordinary shares, an increase to ordinary shares upon exercise, and an increase to accumulated deficit. b) Mark to market adjustment on financial instruments - The correction of the misstatements reflected in Amendment No. 1 resulted in an adjustment that was recorded through the Statement of Operations. The change reflects a mark to market adjustment as a result of the restatement. c) CPA Global Equity Plan - Ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. The correction of this Amendment No. 2 also included share-based compensation charge adjustments recorded through the Statement of Operations. Consolidated Balance Sheets As of December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As R |
Accounting Changes and Error _2
Accounting Changes and Error Corrections (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements | Condensed Consolidated Balance Sheets (unaudited) As of September 30, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 601,075 $ — $ 601,075 Restricted cash 567 — 567 Accounts receivable, net of allowance for doubtful accounts of $9,744 at September 30, 2020 238,638 — 238,638 Prepaid expenses 49,240 — 49,240 Other current assets 18,672 — 18,672 Assets held for sale 36,059 — 36,059 Total current assets 944,251 — 944,251 Computer hardware and other property, net 23,618 — 23,618 Other intangible assets, net 2,217,227 — 2,217,227 Goodwill 1,818,354 — 1,818,354 Other non-current assets 21,836 — 21,836 Deferred income taxes 25,520 — 25,520 Operating lease right-of-use assets 99,908 — 99,908 Total Assets $ 5,150,714 $ — $ 5,150,714 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 19,898 $ — $ 19,898 Accrued expenses and other current liabilities 253,341 — 253,341 Current portion of deferred revenues 326,098 — 326,098 Current portion of operating lease liabilities 25,691 — 25,691 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale 25,048 — 25,048 Total current liabilities 662,676 — 662,676 Long-term debt 1,910,993 — 1,910,993 Warrant liabilities — 335,988 (a) 335,988 Non-current portion of deferred revenues 24,080 — 24,080 Other non-current liabilities 19,990 — 19,990 Deferred income taxes 95,527 — 95,527 Operating lease liabilities 79,147 — 79,147 Total liabilities 2,792,413 335,988 3,128,401 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2020; 389,220,967 shares issued and outstanding at September 30, 2020 3,328,776 (64,157) (a) 3,264,619 Accumulated other comprehensive income (loss) (5,193) — (5,193) Accumulated deficit (965,282) (271,831) (a) (1,237,113) Total shareholders' equity 2,358,301 (335,988) 2,022,313 Total Liabilities and Shareholders' Equity $ 5,150,714 $ — $ 5,150,714 (a) Warrant liabilities—The correction of the misstatements resulted in an increase to warrant share liabilities in the amount of $335,988, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $271,831. Condensed Consolidated Balance Sheets (unaudited) As of June 30, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 608,522 $ — $ 608,522 Restricted cash 2,010 — 2,010 Accounts receivable, net of allowance for doubtful accounts of $11,074 at June 30, 2020 279,160 — 279,160 Prepaid expenses 51,440 — 51,440 Other current assets 18,960 — 18,960 Assets held for sale — — — Total current assets 960,092 — 960,092 Computer hardware and other property, net 24,324 — 24,324 Other intangible assets, net 2,261,549 — 2,261,549 Goodwill 1,824,258 — 1,824,258 Other non-current assets 22,178 — 22,178 Deferred income taxes 17,161 — 17,161 Operating lease right-of-use assets 100,622 — 100,622 Total Assets $ 5,210,184 $ — $ 5,210,184 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 22,068 $ — $ 22,068 Accrued expenses and other current liabilities 228,474 — 228,474 Current portion of deferred revenues 424,187 — 424,187 Current portion of operating lease liabilities 24,067 — 24,067 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale — — — Total current liabilities 711,396 — 711,396 Long-term debt 1,913,214 — 1,913,214 Warrant liabilities — 191,235 (a) 191,235 Non-current portion of deferred revenues 19,116 — 19,116 Other non-current liabilities 16,959 — 16,959 Deferred income taxes 86,247 — 86,247 Operating lease liabilities 80,663 — 80,663 Total liabilities 2,827,595 191,235 3,018,830 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at June 30, 2020; 387,335,119 shares issued and outstanding at June 30, 2020, respectively; 3,326,267 (64,157) (a) 3,262,110 Accumulated other comprehensive income (loss) (15,629) — (15,629) Accumulated deficit (928,049) (127,078) (a) (1,055,127) Total shareholders' equity 2,382,589 (191,235) 2,191,354 Total Liabilities and Shareholders' Equity $ 5,210,184 $ — $ 5,210,184 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $191,235, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $127,078. Condensed Consolidated Balance Sheets (unaudited) As of March 31, 2020 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 308,021 $ — $ 308,021 Restricted cash 2,850 — 2,850 Accounts receivable, net of allowance for doubtful accounts of $15,072 at March 31, 2020 343,177 — 343,177 Prepaid expenses 52,101 — 52,101 Other current assets 22,099 — 22,099 Assets held for sale — — — Total current assets 728,248 — 728,248 Computer hardware and other property, net 22,953 — 22,953 Other intangible assets, net 2,282,348 — 2,282,348 Goodwill 1,823,084 — 1,823,084 Other non-current assets 22,818 — 22,818 Deferred income taxes 15,646 — 15,646 Operating lease right-of-use assets 103,995 — 103,995 Total Assets $ 4,999,092 $ — $ 4,999,092 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 28,583 $ — $ 28,583 Accrued expenses and other current liabilities 239,661 — 239,661 Current portion of deferred revenues 472,101 — 472,101 Current portion of operating lease liabilities 25,375 — 25,375 Current portion of long-term debt 12,600 — 12,600 Liabilities held for sale — — — Total current liabilities 778,320 — 778,320 Long-term debt 1,915,452 — 1,915,452 Warrant liabilities — 167,445 (a) 167,445 Non-current portion of deferred revenues 18,774 — 18,774 Other non-current liabilities 18,553 — 18,553 Deferred income taxes 94,638 — 94,638 Operating lease liabilities 80,229 — 80,229 Total liabilities 2,905,966 167,445 3,073,411 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at March 31, 2020; 364,938,052 shares issued and outstanding at March 31, 2020 3,033,033 (64,157) (a) 2,968,876 Accumulated other comprehensive income (loss) (13,349) — (13,349) Accumulated deficit (926,558) (103,288) (a) (1,029,846) Total shareholders' equity 2,093,126 (167,445) 1,925,681 Total Liabilities and Shareholders' Equity $ 4,999,092 $ — $ 4,999,092 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $167,445, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $103,288. Condensed Consolidated Balance Sheets (unaudited) As of September 30, 2019 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 88,812 $ — $ 88,812 Restricted cash 9 — 9 Accounts receivable, less allowance for doubtful accounts of $16,392 at September 30, 2019 226,997 — 226,997 Prepaid expenses 34,927 — 34,927 Other current assets 10,528 — 10,528 Total current assets 361,273 — 361,273 Computer hardware and other property, net 20,185 — 20,185 Other intangible assets, net 1,856,346 — 1,856,346 Goodwill 1,281,504 — 1,281,504 Other non-current assets 19,368 — 19,368 Deferred income taxes 19,808 — 19,808 Operating lease right-of-use assets 91,809 — 91,809 Total Assets $ 3,650,293 $ — $ 3,650,293 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 27,908 $ — $ 27,908 Accrued expenses and other current liabilities 162,303 — 162,303 Current portion of deferred revenues 330,786 — 330,786 Current portion of operating lease liabilities 23,953 — 23,953 Current portion of long-term debt 15,345 — 15,345 Total current liabilities 560,295 — 560,295 Long-term debt 1,305,364 — 1,305,364 Tax receivable agreement 264,000 — 264,000 Warrant liabilities — 112,179 (a) 112,179 Non-current portion of deferred revenues 21,299 — 21,299 Other non-current liabilities 17,278 — 17,278 Deferred income taxes 39,256 — 39,256 Operating lease liabilities 69,694 — 69,694 Total liabilities 2,277,186 112,179 2,389,365 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at September 30, 2019; 306,050,763 shares issued and outstanding at September 30, 2019 2,138,517 (64,157) (a) 2,074,360 Accumulated other comprehensive income (loss) (6,959) — (6,959) Accumulated deficit (758,451) (48,022) (a) (806,473) Total shareholders' equity 1,373,107 (112,179) 1,260,928 Total Liabilities and Shareholders' Equity $ 3,650,293 $ — $ 3,650,293 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $112,179, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $48,022. Condensed Consolidated Balance Sheets (unaudited) As of June 30, 2019 As Originally Reported Restatement Impacts Restatement Reference As Restated Assets Current assets: Cash and cash equivalents $ 43,063 $ — $ 43,063 Restricted cash 9 — 9 Accounts receivable, less allowance for doubtful accounts of $17,192 at June 30, 2019 270,584 — 270,584 Prepaid expenses 39,238 — 39,238 Other current assets 12,577 — 12,577 Total current assets 365,471 — 365,471 Computer hardware and other property, net 18,490 — 18,490 Other intangible assets, net 1,884,521 — 1,884,521 Goodwill 1,282,842 — 1,282,842 Other non-current assets 23,890 — 23,890 Deferred income taxes 18,072 — 18,072 Operating lease right-of-use assets 94,950 — 94,950 Total Assets $ 3,688,236 $ — $ 3,688,236 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 30,396 $ — $ 30,396 Accrued expenses and other current liabilities 126,843 — 126,843 Current portion of deferred revenues 404,753 — 404,753 Current portion of operating lease liabilities 24,980 — 24,980 Current portion of long-term debt 15,345 — 15,345 Total current liabilities 602,317 — 602,317 Long-term debt 1,307,919 — 1,307,919 Tax receivable agreement 264,000 — 264,000 Warrant liabilities — 90,343 (a) 90,343 Non-current portion of deferred revenues 22,236 — 22,236 Other non-current liabilities 19,719 — 19,719 Deferred income taxes 42,582 — 42,582 Operating lease liabilities 72,171 — 72,171 Total liabilities 2,330,944 90,343 2,421,287 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized at June 30, 2019; 305,268,497 shares issued and outstanding at June 30, 2019 2,128,809 (64,157) (a) 2,064,652 Accumulated other comprehensive income (loss) (2,235) — (2,235) Accumulated deficit (769,282) (26,187) (a) (795,469) Total shareholders' equity 1,357,292 (90,343) 1,266,949 Total Liabilities and Shareholders' Equity $ 3,688,236 $ — $ 3,688,236 (a) Warrant liabilities—The correction of these misstatements resulted in an increase to warrant share liabilities in the amount of $90,343, a decrease to ordinary shares of $64,157, and an increase to accumulated deficit of $26,187. Condensed Consolidated Statements of Operations (unaudited) Nine Months Ended September 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 798,452 $ — $ — $ 798,452 Operating expenses: Cost of revenues, excluding depreciation and amortization (265,063) (3,551) — (268,614) Selling, general and administrative costs, excluding depreciation and amortization (266,749) (101,498) — (368,247) Share-based compensation expense (31,121) 31,121 — — Depreciation (8,151) — — (8,151) Amortization (168,049) — — (168,049) Transaction expenses (70,154) 70,154 — — Transition, integration and other related expenses (3,774) 3,774 — — Restructuring and impairment (26,792) — — (26,792) Other operating income, net 14,675 — — 14,675 Total operating expenses (825,178) — — (825,178) Loss from operations (26,726) — — (26,726) Mark to market adjustment on financial instruments — — (224,175) (b) (224,175) Interest expense, net (72,306) — — (72,306) Loss before income tax (99,032) — (224,175) (b) (323,207) Provision for income taxes (13,693) — — (13,693) Net (loss) $ (112,725) $ — $ (224,175) (b) $ (336,900) Per share: Basic and diluted $ (0.31) $ (0.61) $ (0.91) Weighted average shares used to compute earnings per share: Basic and diluted 369,019,802 369,019,802 369,019,802 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $224,175 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Three Months Ended September 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 284,360 $ — $ — $ 284,360 Operating expenses: Cost of revenues, excluding depreciation and amortization (91,805) (1,749) — (93,554) Selling, general and administrative costs, excluding depreciation and amortization (91,319) (40,207) — (131,526) Share-based compensation expense (6,796) 6,796 — — Depreciation (2,918) — — (2,918) Amortization (65,696) — — (65,696) Transaction expenses (34,938) 34,938 — — Transition, integration and other related expenses (222) 222 — — Restructuring and impairment (3,192) — — (3,192) Other operating income, net (138) — — (138) Total operating expenses (297,024) — — (297,024) Loss from operations (12,664) — — (12,664) Mark to market adjustment on financial instruments — — (144,753) (b) (144,753) Interest expense, net (20,244) — — (20,244) Loss before income tax (32,908) — (144,753) (b) (177,661) Provision for income taxes (4,325) — — (4,325) Net (loss) $ (37,233) $ — $ (144,753) (b) $ (181,986) Per share: Basic and diluted $ (0.10) $ (0.37) $ (0.47) Weighted average shares used to compute earnings per share: Basic and diluted 387,845,438 387,845,438 387,845,438 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $144,753 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Six Months Ended June 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 514,092 $ — $ — $ 514,092 Operating expenses: Cost of revenues, excluding depreciation and amortization (173,258) (1,802) — (175,060) Selling, general and administrative costs, excluding depreciation and amortization (175,430) (61,291) — (236,721) Share-based compensation expense (24,325) 24,325 — — Depreciation (5,233) — — (5,233) Amortization (102,353) — — (102,353) Transaction expenses (35,216) 35,216 — — Transition, integration and other related expenses (3,552) 3,552 — — Restructuring and impairment (23,600) — — (23,600) Other operating income, net 14,813 — — 14,813 Total operating expenses (528,154) — — (528,154) Loss from operations (14,062) — — (14,062) Mark to market on financial instruments — (79,422) (b) (79,422) Interest expense, net (52,062) — — (52,062) Loss before income tax (66,124) — (79,422) (b) (145,546) Provision for income taxes (9,368) — — (9,368) Net loss $ (75,492) $ — $ (79,422) (b) $ (154,914) Per share: Basic and diluted $ (0.21) $ (0.22) $ (0.43) Weighted average shares used to compute earnings per share: Basic and diluted 359,503,556 359,503,556 359,503,556 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $79,422 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended June 30, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 273,500 $ — $ — $ 273,500 Operating expenses: Cost of revenues, excluding depreciation and amortization (90,859) (1,520) — (92,379) Selling, general and administrative costs, excluding depreciation and amortization (88,482) (15,183) — (103,665) Share-based compensation expense (6,856) 6,856 — — Depreciation (2,904) — — (2,904) Amortization (53,241) — — (53,241) Transaction expenses (8,527) 8,527 — — Transition, integration and other related expenses (1,320) 1,320 — — Restructuring and impairment (15,846) — — (15,846) Other operating income, net 8,781 — — 8,781 Total operating expenses (259,254) — — (259,254) Income (loss) from operations 14,246 — — 14,246 Mark to market on financial instruments — — (23,790) (b) (23,790) Interest expense, net (21,122) — — (21,122) Loss before income tax (6,876) — (23,790) (b) (30,666) Benefit for income taxes 5,385 — — 5,385 Net loss $ (1,491) $ — $ (23,790) (b) $ (25,281) Per share: Basic and diluted $ — $ (0.06) $ (0.07) Weighted average shares used to compute earnings per share: Basic and diluted 375,877,260 375,877,260 375,877,260 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $23,790 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2020 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 240,592 $ — $ — $ 240,592 Operating expenses: Cost of revenues, excluding depreciation and amortization (82,399) (283) — (82,682) Selling, general and administrative costs, excluding depreciation and amortization (86,948) (46,107) — (133,055) Share-based compensation expense (17,469) 17,469 — — Depreciation (2,329) — (2,329) Amortization (49,112) — (49,112) Transaction expenses (26,689) 26,689 — — Transition, integration and other related expenses (2,232) 2,232 — — Restructuring and impairment (7,754) — (7,754) Other operating income, net 6,032 — 6,032 Total operating expenses (268,900) — — (268,900) Loss from operations (28,308) — — (28,308) Mark to market on financial instruments — — (55,632) (b) (55,632) Interest expense, net (30,940) — — (30,940) Loss before income tax (59,248) — (55,632) (b) (114,880) Provision for income taxes (14,753) — — (14,753) Net loss $ (74,001) $ — $ (55,632) (b) $ (129,633) Per share: Basic and diluted $ (0.22) $ (0.16) $ (0.38) Weighted average shares used to compute earnings per share: Basic and diluted 343,129,833 343,129,833 343,129,833 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $55,632 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Nine Months Ended September 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 719,332 $ — $ — $ 719,332 Operating expenses: Cost of revenues, excluding depreciation and amortization (264,013) (2,653) — (266,666) Selling, general and administrative costs, excluding depreciation and amortization (280,766) (95,845) — (376,611) Share-based compensation expense (46,675) 46,675 — — Depreciation (6,463) — — (6,463) Amortization (138,694) — — (138,694) Transaction expenses (42,073) 42,073 — — Transition, integration and other related expenses (9,750) 9,750 — — Legal settlement 39,399 (39,399) — — Other operating income, net 3,047 — — 3,047 Total operating expenses (745,988) (39,399) — (785,387) Loss from operations (26,656) (39,399) — (66,055) Mark to market on financial instruments — — (48,022) (b) (48,022) Legal settlement — 39,399 — 39,399 Interest expense, net (93,938) — — (93,938) Loss before income tax (120,594) — (48,022) (b) (168,616) Provision for income taxes (5,596) — — (5,596) Net (loss) $ (126,190) $ — $ (48,022) (b) $ (174,212) Per share: Basic and diluted $ (0.48) $ (0.18) $ (0.66) Weighted average shares used to compute earnings per share: Basic and diluted 262,894,388 262,894,388 262,894,388 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $48,022 that was recorded through the Statement of Operations, increasing the Net (loss) . Condensed Consolidated Statements of Operations (unaudited) Three Months Ended September 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 242,998 $ — $ — $ 242,998 Operating expenses: Cost of revenues, excluding depreciation and amortization (87,117) (2,041) — (89,158) Selling, general and administrative costs, excluding depreciation and amortization (96,017) (19,498) — (115,515) Share-based compensation expense (9,567) 9,567 — — Depreciation (2,281) — — (2,281) Amortization (41,656) — — (41,656) Transaction expenses (8,645) 8,645 — — Transition, integration and other related expenses (3,327) 3,327 — — Legal settlement 39,399 (39,399) — — Other operating income (expense), net 2,057 — — 2,057 Total operating expenses (207,154) (39,399) — (246,553) Income (loss) from operations 35,844 (39,399) — (3,555) Mark to market adjustment on financial instruments — — (21,836) (b) (21,836) Legal settlement — 39,399 — 39,399 Interest expense, net (23,369) — — (23,369) Income (loss) before income tax 12,475 — (21,836) (b) (9,361) Provision for income taxes (1,644) — — (1,644) Net income (loss) $ 10,831 $ — $ (21,836) (b) $ (11,005) Per share: Basic $ 0.04 $ (0.07) $ (0.04) Diluted $ 0.03 $ (0.07) $ (0.04) Weighted average shares used to compute earnings per share: Basic 305,428,062 305,428,062 305,428,062 Diluted 328,854,063 328,854,063 328,854,063 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $21,836 that was recorded through the Statement of Operations, resulting in a Net (loss). Condensed Consolidated Statements of Operations (unaudited) Six Months Ended June 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 476,334 $ — $ — $ 476,334 Operating expenses: Cost of revenues, excluding depreciation and amortization (176,896) (612) — (177,508) Selling, general and administrative costs, excluding depreciation and amortization (184,749) (76,347) — (261,096) Share-based compensation expense (37,108) 37,108 — — Depreciation (4,182) — — (4,182) Amortization (97,038) — — (97,038) Transaction expenses (33,428) 33,428 — — Transition, integration and other related expenses (6,423) 6,423 — — Other operating income, net 990 — — 990 Total operating expenses (538,834) — — (538,834) Loss from operations (62,500) — — (62,500) Mark to market adjustment on financial instruments — — (26,187) (b) (26,187) Interest expense, net (70,569) — — (70,569) Loss before income tax (133,069) — (26,187) (b) (159,256) Provision for income taxes (3,952) — — (3,952) Net loss $ (137,021) $ — $ (26,187) (b) $ (163,208) Per share: Basic and diluted $ (0.57) $ (0.11) $ (0.68) Weighted average shares used to compute earnings per share: Basic and diluted 241,275,061 241,275,061 241,275,061 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $26,187 that was recorded through the Statement of Operations, increasing the Net (loss). Condensed Consolidated Statements of Operations (unaudited) Three Months Ended June 30, 2019 As Originally Reported Reclassification (a) Restatement Impacts Restatement Reference As Reclassified and Restated Revenues, net $ 242,309 $ — $ — $ 242,309 Operating expenses: Cost of revenues, excluding depreciation and amortization (87,629) (658) — (88,287) Selling, general and administrative costs, excluding depreciation and amortization (92,453) (61,694) — (154,147) Share-based compensation expense (33,932) 33,932 — — Depreciation (2,131) — — (2,131) Amortization (40,932) — — (40,932) Transaction expenses (23,158) 23,158 — — Transition, integration, and other related expenses (5,262) 5,262 — — Other operating income, net 6,607 — — 6,607 Total operating expenses (278,890) — — (278,890) Income (loss) from operations (36,581) — — (36,581) Mark to market adjustment on financial instruments — — (26,187) (b) (26,187) Interest expense, net (37,468) — — (37,468) Loss before income tax (74,049) — (26,187) (b) (100,236) Provision for income taxes (3,712) — — (3,712) Net loss $ (77,761) $ — $ (26,187) (b) $ (103,948) Per share: Basic and diluted $ (0.29) $ (0.10) $ (0.39) Weighted average shares used to compute earnings per share: Basic and diluted 264,762,720 264,762,720 264,762,720 (a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations. (b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $26,187 that was recorded through the Statement of Operations, increasing the Net loss. Condensed Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Balance at December 31, 2018, as originally reported 1,646,223 $ 1,677,510 — $ — $ 5,358 $ (632,261) $ 1,050,607 Conversion of units of share capital 215,880,202 — — — — — — Balance at December 31, 2018, as recasted 217,526,425 1,677,510 — — 5,358 (632,261) 1,050,607 Issuance of ordinary shares, net 2 — — — — — — Share-based award activity — 3,176 — — — — 3,176 Net loss — — — — — (59,260) (59,260) Other comprehensive income (loss) — — — — (3,751) — (3,751) Balance at March 31, 2019 217,526,427 1,680,686 — — 1,607 (691,521) 990,772 Shares subject to redemption (As Restated) (a) — (64,157) — — — — (64,157) Tax Receivable Agreement — (264,000) — — — — (264,000) Issuance of ordinary stock, net (7,929) 137 — — — — 137 Merger recapitalization 87,749,999 678,054 — — — — 678,054 Share-based award activity — 33,932 — — — — 33,932 Net loss (As Restated) (b) — — — — — (103,948) (103,948) Other comprehensive income (loss) — — — — (3,842) — (3,842) Balance at June 30, 2019 (As Restated) (a) (b) 305,268,497 2,064,652 — — (2,235) (795,469) 1,266,949 Exercise of stock options 1,254,662 141 — — — — 141 Shares returned to the Company for net share settlements (472,396) — — — — — — Share-based award activity — 9,567 — — — — 9,567 Net income (As Restated) (b) — — — — — (11,005) (11,005) Other comprehensive income (loss) — — — — (4,724) — (4,724) Balance at September 30, 2019 (As Restated) (a) (b) 306,050,763 2,074,360 — — (6,959) (806,473) 1,260,928 Settlement of Tax Receivable Agreement — 64,000 — — — — 64,000 Issuance of ordinary stock, net 823,352 1,304 — — — — 1,304 Share-based award activity — 4,708 — — — — 4,708 Net loss (As Restated) (b) — — — — — (84,421) (84,421) Other comprehensive income (loss) — — — — 2,080 — 2,080 Balance at December 31, 2019 (As Restated) (a) (b) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Balance at December 31, 2019 (As Restated) (b) 306,874,115 $ 2,144,372 — $ — $ (4,879) $ (890,894) $ 1,248,599 Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326 — — — — — (9,319) (9,319) Exercise of public warrants 28,880,098 277,526 — — — — 277,526 Condensed Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Exercise of stock options 3,715,455 1,182 — — — — 1,182 Vesting of restricted stock units 169,842 — — — — — — Shares returned to the Company for net share settlements (2,301,458) (10,302) — — — — (10,302) Issuance of ordinary shares, net 27,600,000 539,714 — — — — 539,714 Share-based award activity — 16,384 — — — — 16,384 Net loss (As Restated) (b) — — — — — (129,633) (129,633) Other comprehensive income (loss) — — — — (8,470) — (8,470) Balance at March 31, 2020 (As Restated) (a) (b) 364,938,052 2,968,876 — — (13,349) (1,029,846) 1,925,681 Exercise of stock options 3,723,332 — — — — — — Vesting of restricted stock units 2,528 — — — — — — Shares returned to the Company for net share settlements (2,311,293) (15,118) — — — — (15,118) Issuance of ordinary shares, net 20,982,500 304,030 — — — — 304,030 Share-based award activity — 4,322 — — — — 4,322 Net loss (As Restated) (b) — — — — — (25,281) (25,281) Other comprehensive income (loss) — — — — (2,280) — (2,280) Balance at June 30, 2020 (As Restated) (a) (b) 387,335,119 3,262,110 — — (15,629) (1,055,127) 2,191,354 Exercise of stock options 4,068,307 125 — — — — 125 Vesting of restricted stock units 2,459 — — — — — — Shares returned to the Company for net share settlements (2,184,918) (3,136) — — — — (3,136) Share-based award activity — 5,520 — — — — 5,520 Net loss (As Restated) (b) — — — — — (181,986) (181,986) Other comprehensive income (loss) — — — — 10,436 — 10,436 Balance at September 30, 2020 (As Restated) (a) (b) 389,220,967 3,264,619 — — (5,193) (1,237,113) 2,022,313 Exercise of Private Placement Warrants (As Restated) (a) 274,000 4,124 — — — — 4,124 Exercise of stock options 535,768 815 — — — — 815 Vesting of restricted stock units 114,812 — — — — — — Shares returned to the Company for net share settlements (499,727) (4,500) — — — — (4,500) Issuance of ordinary shares, net (c) 216,683,778 6,715,030 — — — — 6,715,030 Treasury shares (as restated) (c) — — 6,325,860 (196,038) — — (196,038) Share-based award activity — 9,196 — — — — 9,196 Net loss (As Restated) (b) (c) — — — — — (13,725) (13,725) Condensed Consolidated Statements of Changes in Equity As Restated Ordinary Shares Treasury Shares Accumulated Accumulated Total Restatement Reference Shares Amount Shares Amount Other comprehensive income (loss) — — — — 497,575 — 497,575 Balance at December 31, 2020 (As Restated) (a) (b) (c) 606,329,598 $ 9,989,284 6,325,860 $ (196,038) $ 492,382 $ (1,250,838) $ 9,034,790 a) Warrant liabilities - The correction of the misstatements reflected in Amendment No. 1 resulted in an increase to warrant share liabilities, a decrease to ordinary shares, an increase to ordinary shares upon exercise, and an increase to accumulated deficit. b) Mark to market adjustment on financial instruments - The correction of the misstatements reflected in Amendment No. 1 resulted in an adjustment that was recorded through the Statement of Operations. The change reflects a mark to market adjustment as a result of the restatement. c) CPA Global Equity Plan - Ordinary shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Global Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038 or 6,325,860 ordinary shares. The correction of this Amendment No. 2 also included share-based compensation charge adjustments recorded through the Statement of Operations. Consolidated Balance Sheets As of December 31, 2020 2019 As Originally Reported Amendment No. 1 Restatement Impact Amendment No. 2 Restatement Impact As Restated As Originally Reported Amendment No. 1 Restatement Impact As R |
Background and Nature of Oper_2
Background and Nature of Operations - Sale of Stock (Details) - USD ($) | Nov. 23, 2020 | Oct. 01, 2020 | Jun. 30, 2020 | Feb. 29, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued (in shares) | 50,400,000 | 27,600,000 | |||||||||||||
Sale of stock, price per share (usd per share) | $ 20.25 | $ 22.50 | |||||||||||||
Net proceeds after fees | $ 304,030,000 | ||||||||||||||
Debt face amount | $ 1,600,000 | ||||||||||||||
Issuance of common stock, net (in shares) | 163,516 | ||||||||||||||
CPA Global | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Cash | $ 2,078,084,000 | ||||||||||||||
Shares Issued Percentage of Ownership | 35.00% | ||||||||||||||
Clarivate stock to be issued | $ 6,565,477,000 | ||||||||||||||
Clarivate | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued (in shares) | 14,000,000 | ||||||||||||||
Ordinary Shares | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Issuance of common stock, net (in shares) | 216,683,778 | 0 | 20,982,500 | 27,600,000 | (823,352) | 7,929 | 2 | 265,266,278 | 1,597,691 | 198,602 | |||||
Onex and Baring | Ordinary Shares | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Ownership after transaction by other party | 70.80% | 70.80% | 38.30% | ||||||||||||
Selling Shareholders | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Number of shares issued (in shares) | 36,400,000 | ||||||||||||||
Onex | Ordinary Shares | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Ownership after transaction by other party | 18.40% | ||||||||||||||
Baring | Ordinary Shares | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Ownership after transaction by other party | 7.20% |
Basis of Presentation (Details)
Basis of Presentation (Details) - CPA Global | Oct. 01, 2020shares |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Stock Issued During Period, Shares, Acquisitions | (210,357,918) |
Revision Of Prior Period, Revision Of Prior Period Error Correction Adjustment Amd No 2 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Stock Issued During Period, Shares, Acquisitions | 6,325,860 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash and Concentration of credit risk (Details) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2020USD ($)number_of_customer | Dec. 31, 2019USD ($) | Dec. 31, 2018 | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Summary of Significant Accounting Policies | ||||||||
Restricted cash | $ 14,678 | $ 9 | $ 567 | $ 2,010 | $ 2,850 | $ 9 | $ 9 | |
Number of largest customers | number_of_customer | 10 | |||||||
Held with patent office on behalf of customers | ||||||||
Summary of Significant Accounting Policies | ||||||||
Restricted cash | $ 4,779 | |||||||
IncoPat | ||||||||
Summary of Significant Accounting Policies | ||||||||
Restricted cash | $ 6,498 | |||||||
Publons | ||||||||
Summary of Significant Accounting Policies | ||||||||
Restricted cash | 9 | |||||||
CPA Global | ||||||||
Summary of Significant Accounting Policies | ||||||||
Restricted cash | $ 3,400 | |||||||
Revenue | Customer Concentration Risk | Largest Customers | ||||||||
Summary of Significant Accounting Policies | ||||||||
Revenue from contract with customer | 6.00% | 5.00% | 6.00% | |||||
Revenue | Maximum | Customer Concentration Risk | ||||||||
Summary of Significant Accounting Policies | ||||||||
Revenue from contract with customer | 1.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Other Information (Details) | Nov. 23, 2020USD ($) | Oct. 26, 2020USD ($) | Nov. 27, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($)segments | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($)reporting_unit | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)segments | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)reporting_unit | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jan. 01, 2020USD ($) | Oct. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2017USD ($) |
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Number of reporting units | 6 | 6 | 5 | 5 | ||||||||||||||||||
Percentage payment of calculated tax savings to pre-business combination equity holders | 85.00% | |||||||||||||||||||||
Aggregate principal amount | $ 3,547,400,000 | $ 3,547,400,000 | $ 3,547,400,000 | $ 3,547,400,000 | $ 3,547,400,000 | $ 1,665,000,000 | $ 1,665,000,000 | $ 1,665,000,000 | $ 1,665,000,000 | |||||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||||||||||
Advertising expense | 7,090,000 | 9,574,000 | $ 12,150,000 | |||||||||||||||||||
Impact of adoption of standard on Accumulated deficit | (9,034,790,000) | (9,034,790,000) | (9,034,790,000) | $ (9,034,790,000) | (9,034,790,000) | (1,248,599,000) | (1,248,599,000) | $ (1,248,599,000) | (1,248,599,000) | (1,050,607,000) | $ (2,022,313,000) | $ (2,191,354,000) | $ (1,925,681,000) | $ (1,260,928,000) | $ (1,266,949,000) | $ (990,772,000) | $ (1,286,106,000) | |||||
Acquisition | $ 2,861,000 | $ 40,474,000 | $ 44,779,000 | 4,501,894,000 | 44,779,000 | |||||||||||||||||
Science Segment | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Acquisition | 499,199,000 | 0 | ||||||||||||||||||||
Goodwill, Written off Related to Sale of Business Unit | 0 | 0 | ||||||||||||||||||||
Accumulated Deficit | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Impact of adoption of standard on Accumulated deficit | $ 1,250,838,000 | 1,250,838,000 | 1,250,838,000 | 1,250,838,000 | 1,250,838,000 | 890,894,000 | 890,894,000 | 890,894,000 | 890,894,000 | $ 632,261,000 | $ 1,237,113,000 | $ 1,055,127,000 | $ 1,029,846,000 | $ 806,473,000 | $ 795,469,000 | $ 691,521,000 | $ 390,099,000 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Impact of adoption of standard on Accumulated deficit | $ 10,097,000 | |||||||||||||||||||||
Subscription revenues | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Revenue, period of recognition | 1 year | |||||||||||||||||||||
Term Loan Facility | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Aggregate principal amount | $ 2,847,400,000 | $ 2,847,400,000 | $ 2,847,400,000 | $ 2,847,400,000 | $ 2,847,400,000 | $ 900,000,000 | $ 900,000,000 | $ 900,000,000 | $ 900,000,000 | $ 900,000 | ||||||||||||
Minimum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Domain registration period | 1 year | |||||||||||||||||||||
Remaining amortization period | 2 years | |||||||||||||||||||||
Maximum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Domain registration period | 2 years | |||||||||||||||||||||
Remaining amortization period | 23 years | |||||||||||||||||||||
Maximum | Foreign exchange forward | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Derivative, Term of Contract | 180 days | |||||||||||||||||||||
Software Development | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 5 years | |||||||||||||||||||||
Purchased software | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 3 years | |||||||||||||||||||||
Customer relationships | Minimum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 2 years | |||||||||||||||||||||
Customer relationships | Maximum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 23 years | |||||||||||||||||||||
Database and content | Minimum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 2 years | |||||||||||||||||||||
Commission fees amortization period | 1 year | |||||||||||||||||||||
Database and content | Maximum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 20 years | |||||||||||||||||||||
Commission fees amortization period | 5 years | |||||||||||||||||||||
Non-compete agreements | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 5 years | |||||||||||||||||||||
Backlog | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 4 years | |||||||||||||||||||||
Developed technology | Minimum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 3 years | |||||||||||||||||||||
Developed technology | Maximum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 14 years | |||||||||||||||||||||
Trade names | Minimum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 2 years | |||||||||||||||||||||
Trade names | Maximum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Intangible assets estimated useful lives | 18 years | |||||||||||||||||||||
Computer hardware | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Property, plant and equipment estimated useful lives | 3 years | |||||||||||||||||||||
Furniture, fixtures and equipment | Minimum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Property, plant and equipment estimated useful lives | 5 | |||||||||||||||||||||
Furniture, fixtures and equipment | Maximum | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Property, plant and equipment estimated useful lives | 7 |
Business Combinations - General
Business Combinations - General Narrative (Details) | Feb. 28, 2020USD ($)shares | May 13, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||
Conversion ratio | 132.13667 | 1 | ||
Pro forma expense increase (decrease) | $ | $ (70,531,000) | |||
Jersey | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $ | $ 3,052,500 | |||
Newly issued ordinary shares (in shares) | 305,250,000 | |||
Newly issued shares value (in dollars per share) | $ / shares | $ 10 | |||
Warrants excluded from ownership calculation | 52,800,000 | |||
Compensatory options issued, excluded from ownership calculation | 24,806,793 | |||
Ordinary shares owned by sponsor, excluded from ownership calculation | 10,600,000 | |||
Jersey | Company Owners | ||||
Business Acquisition [Line Items] | ||||
Newly issued ordinary shares (in shares) | 217,500,000 | |||
Clarivate stock to be issued | $ | $ 2,175,000 | |||
Jersey | Churchill Public Shareholders | ||||
Business Acquisition [Line Items] | ||||
Newly issued ordinary shares (in shares) | 68,999,999 | |||
Clarivate stock to be issued | $ | $ 690,000 | |||
Jersey | Churchill Sponsor LLC | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $ | $ 187,500 | |||
Newly issued ordinary shares (in shares) | 17,250,000 | |||
Jersey | Certain Investors | ||||
Business Acquisition [Line Items] | ||||
Newly issued ordinary shares (in shares) | 1,500,000 | |||
Jersey | Clarivate | ||||
Business Acquisition [Line Items] | ||||
Conversion ratio | 132.13667 | |||
Decision Resources Group | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $ | $ 964,997,000 | |||
Newly issued ordinary shares (in shares) | 2,895,638 | 2,895,638 | ||
Percentage of ownership | 100.00% | |||
Pro forma expense increase (decrease) | $ | $ 26,348,000 | $ 439,000 | ||
Churchill Sponsor LLC | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership | 26.00% | |||
Churchill Public Shareholders | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership | 74.00% |
Business Combinations - Decisio
Business Combinations - Decision Resource Group Narrative (Details) - USD ($) | Oct. 01, 2020 | Feb. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill purchase accounting adjustments | $ 1,804,000 | ||||
Pro forma expense increase (decrease) | 70,531,000 | ||||
Decision Resources Group | |||||
Business Acquisition [Line Items] | |||||
Percentage of ownership | 100.00% | ||||
Total consideration | $ 964,997,000 | ||||
Cash | 900,000,000 | ||||
Adjusted closing cash | 6,100,000 | ||||
Contingent consideration | $ 58,897,000 | $ 86,029,000 | 86,029,000 | ||
Increase in contingent consideration | 27,132,000 | ||||
Transaction costs | $ 47,068,000 | ||||
Newly issued ordinary shares (in shares) | 2,895,638 | 2,895,638 | |||
Goodwill purchase accounting adjustments | 314,000 | ||||
Pro forma expense increase (decrease) | $ (26,348,000) | $ (439,000) | |||
Goodwill deductible amount | $ 0 | ||||
CPA Global | |||||
Business Acquisition [Line Items] | |||||
Percentage of ownership | 100.00% | ||||
Total consideration | $ 8,643,561,000 | ||||
Cash | 2,078,084,000 | ||||
Contingent consideration | $ 44,565,000 | 44,565,000 | |||
Increase in contingent consideration | (1,920,000) | ||||
Transaction costs | $ 37,164,000 | ||||
Newly issued ordinary shares (in shares) | 1,500,000 | ||||
Goodwill deductible amount | $ 0 | ||||
CPA Global | Maximum | |||||
Business Acquisition [Line Items] | |||||
Newly issued ordinary shares (in shares) | 218,306,663 |
Business Combinations - Revenue
Business Combinations - Revenue and Net Loss Recognized (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Decision Resources Group | |
Business Acquisition [Line Items] | |
Revenues, net | $ 186,428 |
Net income attributable to the Company's stockholders | 4,999 |
Deferred revenue haircut | (7,157) |
CPA Global | |
Business Acquisition [Line Items] | |
Revenues, net | 157,504 |
Net income attributable to the Company's stockholders | (39,985) |
Deferred revenue haircut | $ (15,297) |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Nov. 23, 2020 | Oct. 26, 2020 | Oct. 01, 2020 | Feb. 28, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||||||||||||
Purchase price, net of cash | $ 885,323 | $ 885,323 | $ 885,323 | $ 2,916,471 | $ 68,424 | $ 23,539 | ||||||
Goodwill | $ (2,861) | (1,823,084) | (1,824,258) | (1,818,354) | (6,042,964) | (1,328,045) | $ (1,282,919) | $ (1,281,504) | $ (1,282,842) | |||
Previously Reported | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price, net of cash | 2,919,871 | 68,424 | ||||||||||
Goodwill | $ (1,823,084) | $ (1,824,258) | $ (1,818,354) | (6,252,636) | $ (1,328,045) | $ (1,281,504) | $ (1,282,842) | |||||
Revision Of Prior Period Error Correction Adjustment Amd No 1 | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price, net of cash | 0 | |||||||||||
Goodwill | 0 | |||||||||||
Revision Of Prior Period Error Correction Adjustment Amd No 2 | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price, net of cash | (3,400) | |||||||||||
Goodwill | $ 209,672 | |||||||||||
Decision Resources Group | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | $ 52,193 | |||||||||||
Prepaid expenses | 4,295 | |||||||||||
Other current assets | 68,001 | |||||||||||
Property and equipment, net | 4,136 | |||||||||||
Other intangible assets | 491,366 | |||||||||||
Other non-current assets | 2,960 | |||||||||||
Operating lease right-of-use assets | 25,099 | |||||||||||
Total assets | 648,050 | |||||||||||
Accounts payable | 3,474 | |||||||||||
Accrued expenses and other current liabilities | (88,561) | |||||||||||
Current portion of deferred revenue | 35,126 | |||||||||||
Current portion of operating lease liabilities | 5,188 | |||||||||||
Deferred income taxes(2) | (49,403) | |||||||||||
Non-current portion of deferred revenue | 936 | |||||||||||
Operating lease liabilities | 20,341 | |||||||||||
Total liabilities | 203,029 | |||||||||||
Fair value of acquired identifiable assets and liabilities | 445,021 | |||||||||||
Goodwill | (499,199) | |||||||||||
Cash acquired | 20,777 | |||||||||||
Business Combination, Consideration Transferred, Net of Cash Acquired | 944,220 | |||||||||||
Decision Resources Group | Previously Reported | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | 52,193 | |||||||||||
Prepaid expenses | 4,295 | |||||||||||
Other current assets | 68,001 | |||||||||||
Property and equipment, net | 4,136 | |||||||||||
Other intangible assets | 491,366 | |||||||||||
Other non-current assets | 2,960 | |||||||||||
Operating lease right-of-use assets | 25,099 | |||||||||||
Total assets | 648,050 | |||||||||||
Accounts payable | 3,474 | |||||||||||
Accrued expenses and other current liabilities | (88,561) | |||||||||||
Current portion of deferred revenue | 35,126 | |||||||||||
Current portion of operating lease liabilities | 5,188 | |||||||||||
Deferred income taxes(2) | (47,467) | |||||||||||
Non-current portion of deferred revenue | 936 | |||||||||||
Operating lease liabilities | 20,341 | |||||||||||
Total liabilities | 201,093 | |||||||||||
Fair value of acquired identifiable assets and liabilities | 446,957 | |||||||||||
Goodwill | (497,263) | |||||||||||
Business Combination, Consideration Transferred, Net of Cash Acquired | 944,220 | |||||||||||
Decision Resources Group | Revision Of Prior Period Error Correction Adjustment Amd No 2 | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | 0 | |||||||||||
Prepaid expenses | 0 | |||||||||||
Other current assets | 0 | |||||||||||
Property and equipment, net | 0 | |||||||||||
Other intangible assets | 0 | |||||||||||
Other non-current assets | 0 | |||||||||||
Operating lease right-of-use assets | 0 | |||||||||||
Total assets | 0 | |||||||||||
Accounts payable | 0 | |||||||||||
Accrued expenses and other current liabilities | 0 | |||||||||||
Current portion of deferred revenue | 0 | |||||||||||
Current portion of operating lease liabilities | 0 | |||||||||||
Deferred income taxes(2) | (1,936) | |||||||||||
Non-current portion of deferred revenue | 0 | |||||||||||
Operating lease liabilities | 0 | |||||||||||
Total liabilities | 1,936 | |||||||||||
Fair value of acquired identifiable assets and liabilities | (1,936) | |||||||||||
Goodwill | (1,936) | |||||||||||
Business Combination, Consideration Transferred, Net of Cash Acquired | 0 | |||||||||||
Decision Resources Group | Software Development | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Other intangible assets | $ 3,966 | |||||||||||
CPA Global | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | $ 373,124 | |||||||||||
Prepaid expenses | 27,595 | |||||||||||
Other current assets | 38,414 | |||||||||||
Property and equipment, net | 12,288 | |||||||||||
Other intangible assets | 4,920,317 | |||||||||||
Deferred income taxes | 19,310 | |||||||||||
Other non-current assets | 7,280 | |||||||||||
Operating lease right-of-use assets | 30,649 | |||||||||||
Total assets | 5,428,977 | |||||||||||
Accounts payable | 53,501 | |||||||||||
Accrued expenses and other current liabilities | (235,189) | |||||||||||
Current portion of deferred revenue | 180,376 | |||||||||||
Current portion of operating lease liabilities | 7,738 | |||||||||||
Deferred income taxes(2) | (305,274) | |||||||||||
Non-current portion of deferred revenue | 16,786 | |||||||||||
Other non-current liabilities | (24,307) | |||||||||||
Operating lease liabilities | 23,615 | |||||||||||
Total liabilities | 846,786 | |||||||||||
Fair value of acquired identifiable assets and liabilities | 4,582,191 | |||||||||||
Goodwill | (3,959,360) | |||||||||||
Cash acquired | 102,010 | |||||||||||
Business Combination, Consideration Transferred, Net of Cash Acquired | 8,541,551 | |||||||||||
CPA Global | Previously Reported | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | 373,124 | |||||||||||
Prepaid expenses | 27,595 | |||||||||||
Other current assets | 215,364 | |||||||||||
Property and equipment, net | 12,288 | |||||||||||
Other intangible assets | 4,920,317 | |||||||||||
Deferred income taxes | 19,310 | |||||||||||
Other non-current assets | 24,613 | |||||||||||
Operating lease right-of-use assets | 30,649 | |||||||||||
Total assets | 5,623,260 | |||||||||||
Accounts payable | 53,501 | |||||||||||
Accrued expenses and other current liabilities | (414,063) | |||||||||||
Current portion of deferred revenue | 180,376 | |||||||||||
Current portion of operating lease liabilities | 7,738 | |||||||||||
Deferred income taxes(2) | (301,946) | |||||||||||
Non-current portion of deferred revenue | 16,786 | |||||||||||
Other non-current liabilities | (43,785) | |||||||||||
Operating lease liabilities | 23,615 | |||||||||||
Total liabilities | 1,041,810 | |||||||||||
Fair value of acquired identifiable assets and liabilities | 4,581,450 | |||||||||||
Goodwill | (4,159,539) | |||||||||||
Cash acquired | 98,610 | |||||||||||
Business Combination, Consideration Transferred, Net of Cash Acquired | 8,740,989 | |||||||||||
CPA Global | Revision Of Prior Period Error Correction Adjustment Amd No 2 | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | 0 | |||||||||||
Prepaid expenses | 0 | |||||||||||
Other current assets | (176,950) | |||||||||||
Property and equipment, net | 0 | |||||||||||
Other intangible assets | 0 | |||||||||||
Deferred income taxes | (17,333) | |||||||||||
Other non-current assets | 0 | |||||||||||
Operating lease right-of-use assets | 0 | |||||||||||
Total assets | (194,283) | |||||||||||
Accounts payable | 0 | |||||||||||
Accrued expenses and other current liabilities | (178,874) | |||||||||||
Current portion of deferred revenue | 0 | |||||||||||
Current portion of operating lease liabilities | 0 | |||||||||||
Deferred income taxes(2) | (3,328) | |||||||||||
Non-current portion of deferred revenue | 0 | |||||||||||
Other non-current liabilities | (19,478) | |||||||||||
Operating lease liabilities | 0 | |||||||||||
Total liabilities | (195,024) | |||||||||||
Fair value of acquired identifiable assets and liabilities | 741 | |||||||||||
Goodwill | (200,179) | |||||||||||
Cash acquired | 3,400 | |||||||||||
Business Combination, Consideration Transferred, Net of Cash Acquired | $ (199,438) | |||||||||||
IncoPat | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | $ 1,132 | |||||||||||
Prepaid expenses | 168 | |||||||||||
Other current assets | 100 | |||||||||||
Property and equipment, net | 354 | |||||||||||
Other intangible assets | 21,957 | |||||||||||
Other non-current assets | 283 | |||||||||||
Total assets | 23,994 | |||||||||||
Accounts payable | 73 | |||||||||||
Accrued expenses and other current liabilities | (843) | |||||||||||
Current portion of deferred revenue | 6,334 | |||||||||||
Deferred income taxes(2) | (4,802) | |||||||||||
Other non-current liabilities | (283) | |||||||||||
Total liabilities | 12,335 | |||||||||||
Fair value of acquired identifiable assets and liabilities | 11,659 | |||||||||||
Purchase price, net of cash | 52,133 | |||||||||||
Goodwill | (40,474) | |||||||||||
Cash acquired | $ 844 | |||||||||||
Hanlim IPS | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | 44 | |||||||||||
Prepaid expenses | 7 | |||||||||||
Other current assets | 844 | |||||||||||
Property and equipment, net | 75 | |||||||||||
Other intangible assets | 8,805 | |||||||||||
Other non-current assets | 94 | |||||||||||
Total assets | 9,869 | |||||||||||
Accounts payable | 27 | |||||||||||
Accrued expenses and other current liabilities | (1,512) | |||||||||||
Deferred income taxes(2) | (1,937) | |||||||||||
Total liabilities | 3,476 | |||||||||||
Fair value of acquired identifiable assets and liabilities | 6,393 | |||||||||||
Purchase price, net of cash | 9,254 | |||||||||||
Cash acquired | $ 2,191 |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Nov. 23, 2020 | Oct. 26, 2020 | Oct. 01, 2020 | Feb. 28, 2020 | Dec. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 19 years 8 months 23 days | ||||
Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 2 years | ||||
Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 20 years | ||||
Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 22 years 2 months 19 days | ||||
Database and content | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 13 years 8 months 4 days | ||||
Trade names | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 5 years 4 months 20 days | ||||
Backlog | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 4 years 14 days | ||||
Decision Resources Group | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 487,400 | ||||
Decision Resources Group | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 381,000 | ||||
Decision Resources Group | Customer relationships | Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 10 years | ||||
Decision Resources Group | Customer relationships | Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 21 years | ||||
Decision Resources Group | Database and content | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 50,200 | ||||
Decision Resources Group | Database and content | Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 2 years | ||||
Decision Resources Group | Database and content | Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 7 years | ||||
Decision Resources Group | Trade names | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 5,200 | ||||
Decision Resources Group | Trade names | Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 4 years | ||||
Decision Resources Group | Trade names | Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 7 years | ||||
Decision Resources Group | Purchased software | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 23,000 | ||||
Decision Resources Group | Purchased software | Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 3 years | ||||
Decision Resources Group | Purchased software | Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 8 years | ||||
Decision Resources Group | Backlog | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 28,000 | ||||
Remaining Range of Years | 4 years | ||||
CPA Global | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 4,920,317 | ||||
CPA Global | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 4,643,306 | ||||
CPA Global | Customer relationships | Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 17 years | ||||
CPA Global | Customer relationships | Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 23 years | ||||
CPA Global | Technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 266,224 | ||||
CPA Global | Technology | Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 6 years | ||||
CPA Global | Technology | Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 14 years | ||||
CPA Global | Trademarks | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 10,787 | ||||
CPA Global | Trademarks | Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 2 years | ||||
CPA Global | Trademarks | Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 17 years | ||||
IncoPat | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 21,957 | ||||
IncoPat | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 19,989 | ||||
Remaining Range of Years | 11 years | ||||
IncoPat | Trade names | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 76 | ||||
Remaining Range of Years | 2 years | ||||
IncoPat | Technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 1,892 | ||||
Remaining Range of Years | 6 years | ||||
Hanlim IPS | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 8,805 | ||||
Hanlim IPS | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 7,832 | ||||
Hanlim IPS | Customer relationships | Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 11 years | ||||
Hanlim IPS | Customer relationships | Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Remaining Range of Years | 13 years | ||||
Hanlim IPS | Trade names | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 15 | ||||
Remaining Range of Years | 2 years | ||||
Hanlim IPS | Non-compete agreements | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total identifiable intangible assets | $ 958 | ||||
Remaining Range of Years | 5 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Decision Resources Group | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro forma revenues, net | $ 1,284,419 | $ 1,174,295 |
Pro forma net loss attributable to the Company's stockholders - (As Restated) | (303,457) | (304,846) |
CPA Global | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro forma revenues, net | 1,709,312 | 1,498,485 |
Pro forma net loss attributable to the Company's stockholders - (As Restated) | $ (349,913) | $ (403,653) |
Business Combinations - CPA Glo
Business Combinations - CPA Global Narrative (Details) - USD ($) | Nov. 23, 2020 | Oct. 01, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||
Purchase price, net of cash | $ 885,323,000 | $ 885,323,000 | $ 885,323,000 | $ 2,916,471,000 | $ 68,424,000 | $ 23,539,000 | ||
Issuance of common stock, net (in shares) | 163,516 | |||||||
Long-term Debt | 3,486,500,000 | |||||||
Pro forma expense increase (decrease) | 70,531,000 | |||||||
Previously Reported | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price, net of cash | 2,919,871,000 | $ 68,424,000 | ||||||
Revision Of Prior Period Error Correction Adjustment Amd No 2 | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price, net of cash | $ (3,400,000) | |||||||
CPA Global | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of ownership | 100.00% | |||||||
Cash acquired | $ 102,010,000 | |||||||
Equity Holdback Consideration | 46,485,000 | |||||||
Clarivate stock to be issued | $ 6,565,477,000 | |||||||
Shares Issued Percentage of Ownership | 35.00% | |||||||
Cash | $ 2,078,084,000 | |||||||
Newly issued ordinary shares (in shares) | 1,500,000 | |||||||
Stock issued | 210,357,918 | |||||||
Goodwill deductible amount | $ 0 | |||||||
Transaction costs | $ 37,164,000 | |||||||
Business Combination, Consideration Transferred, Net of Cash Acquired | 8,541,551,000 | |||||||
Total consideration | 8,643,561,000 | |||||||
CPA Global | Previously Reported | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash acquired | 98,610,000 | |||||||
Clarivate stock to be issued | 6,761,515,000 | |||||||
Cash | 2,078,084,000 | |||||||
Business Combination, Consideration Transferred, Net of Cash Acquired | 8,740,989,000 | |||||||
Total consideration | 8,839,599,000 | |||||||
CPA Global | Revision Of Prior Period Error Correction Adjustment Amd No 2 | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash acquired | 3,400,000 | |||||||
Clarivate stock to be issued | (196,038,000) | |||||||
Cash | 0 | |||||||
Business Combination, Consideration Transferred, Net of Cash Acquired | (199,438,000) | |||||||
Total consideration | (196,038,000) | |||||||
CPA Global | Interest rate swap | ||||||||
Business Acquisition [Line Items] | ||||||||
Loss on contract termination | 22,262,000 | |||||||
CPA Global | Revolving Credit Facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Long-term Debt | $ 2,055,822,000 | |||||||
CPA Global | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Issuance of common stock, net (in shares) | 218,183,778 | |||||||
Newly issued ordinary shares (in shares) | 218,306,663 |
Business Combinations - Purch_2
Business Combinations - Purchase Price Composition (Details) - USD ($) $ in Thousands | Oct. 01, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Total purchase price, net of cash acquired | $ 885,323 | $ 885,323 | $ 885,323 | $ 2,916,471 | $ 68,424 | $ 23,539 | |
CPA Global | |||||||
Business Acquisition [Line Items] | |||||||
Newly issued ordinary shares (in shares) | 1,500,000 | ||||||
Issuance of 218,183,778 shares | $ 6,565,477 | ||||||
Cash paid for repayment of CPA Global's parent company debt and related interest rate swap termination charge | 2,078,084 | ||||||
Total purchase price | 8,643,561 | ||||||
Cash Acquired from Acquisition | $ (102,010) |
Business Combinations - IncoPat
Business Combinations - IncoPat Narrative (Details) - USD ($) | Oct. 26, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||||||
Total purchase price, net of cash acquired | $ 885,323,000 | $ 885,323,000 | $ 885,323,000 | $ 2,916,471,000 | $ 68,424,000 | $ 23,539,000 | ||||
Restricted cash | $ 2,850,000 | $ 2,010,000 | $ 567,000 | 14,678,000 | $ 9,000 | $ 9,000 | $ 9,000 | $ 9,000 | $ 24,362,000 | |
IncoPat | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of ownership | 100.00% | |||||||||
Total purchase price, net of cash acquired | $ 52,133,000 | |||||||||
Restricted cash | 6,313,000 | |||||||||
Goodwill deductible amount | $ 0 | |||||||||
Transaction costs | 1,706,000 | |||||||||
Revenues, net | 1,408,000 | |||||||||
Net income attributable to the Company's stockholders | $ 455,000 |
Business Combinations - Hanlim
Business Combinations - Hanlim IPS Narrative (Details) - USD ($) | Nov. 23, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Total purchase price, net of cash acquired | $ 885,323,000 | $ 885,323,000 | $ 885,323,000 | $ 2,916,471,000 | $ 68,424,000 | $ 23,539,000 | |
Hanlim IPS | |||||||
Business Acquisition [Line Items] | |||||||
Net income attributable to the Company's stockholders | 90,000 | ||||||
Percentage of ownership | 100.00% | ||||||
Total purchase price, net of cash acquired | $ 9,254,000 | ||||||
Goodwill deductible amount | $ 0 | ||||||
Transaction costs | 473,000 | ||||||
Revenues, net | $ 145,000 |
Business Combinations - Prior Y
Business Combinations - Prior Year Acquisitions (Details) - USD ($) | Nov. 27, 2019 | Oct. 25, 2018 | Mar. 15, 2018 | Jun. 01, 2017 | Dec. 31, 2020 | Nov. 23, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||||
Remaining Range of Years | 19 years 8 months 23 days | ||||||||||||
Goodwill | $ 6,042,964,000 | $ 2,861,000 | $ 1,818,354,000 | $ 1,824,258,000 | $ 1,823,084,000 | $ 1,328,045,000 | $ 1,281,504,000 | $ 1,282,842,000 | $ 1,282,919,000 | ||||
Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Remaining Range of Years | 22 years 2 months 19 days | ||||||||||||
Computer software | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Remaining Range of Years | 9 years 7 months 13 days | ||||||||||||
Trade names | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Remaining Range of Years | 5 years 4 months 20 days | ||||||||||||
SequenceBase | |||||||||||||
Fair value of identifiable assets acquired and liabilities assumed for all acquisitions | |||||||||||||
Net assets acquired | $ 3,500,000 | ||||||||||||
SequenceBase | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-lived intangible assets acquired | 1,000 | ||||||||||||
SequenceBase | Computer software | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-lived intangible assets acquired | $ 2,500 | ||||||||||||
Darts | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Remaining Range of Years | 11 years 6 months | ||||||||||||
Darts | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-lived intangible assets acquired | $ 2,641,000 | ||||||||||||
Remaining Range of Years | 5 years | ||||||||||||
Darts | Computer software | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-lived intangible assets acquired | $ 9,025,000 | ||||||||||||
Remaining Range of Years | 6 years | ||||||||||||
Darts | Database Rights | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-lived intangible assets acquired | $ 22,012,000 | ||||||||||||
Percentage of ownership | 100.00% | ||||||||||||
Remaining Range of Years | 14 years | ||||||||||||
Darts | Trade names | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-lived intangible assets acquired | $ 1,541,000 | ||||||||||||
Remaining Range of Years | 18 years | ||||||||||||
TrademarkVision | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration | $ 20,042,000 | ||||||||||||
Fair market value of the liability associated with the earn-out | 4,115,000 | ||||||||||||
Goodwill | $ 19,205,000 | ||||||||||||
Contingent stock liability | 0 | 8,000,000 | 4,115,000 | ||||||||||
Kopernio | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-lived intangible assets acquired | $ 1,258,000 | ||||||||||||
Total consideration | 3,497,000 | ||||||||||||
Goodwill | 2,322,000 | ||||||||||||
Contingent consideration | $ 3,500,000 | 2,184,000 | |||||||||||
Publons | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration | $ 7,401,000 | ||||||||||||
Fair market value of the liability associated with the earn-out | 5,900,000 | ||||||||||||
Contingent stock liability | 0 | 3,100,000 | 2,960,000 | ||||||||||
Contingent consideration | $ 9,500,000 | ||||||||||||
All Acquisitions | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-lived intangible assets acquired | 5,442,445,000 | 38,719,000 | 7,928,000 | ||||||||||
Goodwill | 4,700,137,000 | 44,779,000 | 21,527,000 | ||||||||||
Fair value of identifiable assets acquired and liabilities assumed for all acquisitions | |||||||||||||
Other current assets | 742,867,000 | 2,137,000 | 706,000 | ||||||||||
Property and equipment, net | 16,853,000 | 86,000 | 0 | ||||||||||
Other non-current assets | 103,008,000 | 2,000 | 38,000 | ||||||||||
Total assets | 11,005,310,000 | 85,723,000 | 30,199,000 | ||||||||||
Current liabilities | 798,753,000 | 4,366,000 | 491,000 | ||||||||||
Non-current liabilities | 459,961,000 | 8,920,000 | 2,054,000 | ||||||||||
Total liabilities | 1,258,714,000 | 13,286,000 | 2,545,000 | ||||||||||
Net assets acquired | 9,746,596,000 | 72,437,000 | 27,654,000 | ||||||||||
Goodwill deductible amount | $ 0 | $ 0 | $ 0 |
Assets Held for Sale and Dive_3
Assets Held for Sale and Divested Operations (Details) - USD ($) | Nov. 06, 2020 | Oct. 31, 2018 | Oct. 01, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net proceeds received excluded Cash and cash equivalents and Restricted cash | $ 3,751,000 | $ 3,751,000 | $ 3,751,000 | $ 41,398,000 | $ 0 | $ 80,883,000 | |||||
Impairment on assets held for sale | 0 | (18,431,000) | 0 | ||||||||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ 384,000 | 0 | 384,000 | $ 0 | |||||||
IPM Product Line | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Purchase price | $ 100,130 | ||||||||||
Net gain on sale | (36,072) | ||||||||||
Transaction costs | 3,032 | ||||||||||
Goodwill | $ 49,349 | ||||||||||
Repayment of term loan | $ 31,378,000 | ||||||||||
Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Purchase price | $ 3,751,000 | ||||||||||
Impairment of intangible assets | 17,967,000 | ||||||||||
Goodwill, impairment loss | 468,000 | ||||||||||
Goodwill written off | $ 9,129,000 | 468,000 | |||||||||
Current liabilities reclassified to current liabilities held for sale | 21,170,000 | 21,170,000 | |||||||||
Long term liabilities reclassified to current liabilities held for sale | 5,698,000 | 5,698,000 | |||||||||
Noncurrent Assets Reclassified To Assets Held For Sale Not Part Of Disposal Group Current | 28,345,000 | 28,345,000 | |||||||||
DisposalGroupIncludingDiscontinuedOperationPrepaidExpensesOtherIntangibleAssetsNetNoncurrent | 18,957,000 | 18,957,000 | |||||||||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 384,000 | 384,000 | |||||||||
Disposal Group Including Discontinued Operation Prepaid Expenses Computer Hardware And Other Property Net Noncurrent | 2,961,000 | 2,961,000 | |||||||||
Disposal Group, Including Discontinued Operation, Accounts Payable, Current | 25,000 | 25,000 | |||||||||
Disposal Group, Including Discontinued Operation, Assets, Current | 2,274,000 | 2,274,000 | |||||||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Current | 1,764,000 | 1,764,000 | |||||||||
Disposal Group, Including Discontinued Operation, Deferred Revenue, Current | 18,067,000 | 18,067,000 | |||||||||
Disposal Group Including Discontinued Operation Operating Lease Liabilities Current | 1,314,000 | 1,314,000 | |||||||||
Disposal Group, Including Discontinued Operation, Liabilities, Current | 21,170,000 | 21,170,000 | |||||||||
Disposal Group, Including Discontinued Operation, Deferred Revenue, Noncurrent | 834,000 | 834,000 | |||||||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 163,000 | 163,000 | |||||||||
Disposal Group Including Discontinued Operation Operating Lease Liabilities Noncurrent | 4,701,000 | 4,701,000 | |||||||||
Disposal Group, Including Discontinued Operation, Liabilities | 26,868,000 | 26,868,000 | |||||||||
Disposal Group Including Discontinued Operation Prepaid Expenses Current | 1,692,000 | 1,692,000 | |||||||||
Disposal Group, Including Discontinued Operation, Other Assets, Current | 198,000 | 198,000 | |||||||||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 1,993,000 | 1,993,000 | |||||||||
Disposal Group Including Discontinued Operation Prepaid Expenses Operating Lease Right Of Use Assets Noncurrent | 4,434,000 | 4,434,000 | |||||||||
Disposal Group, Including Discontinued Operation, Assets | $ 30,619,000 | $ 30,619,000 | |||||||||
Discontinued Operations, Disposed of by Sale | Techstreet Business | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Purchase price | $ 42,832,000 | ||||||||||
Consideration held in escrow | (4,300,000) | ||||||||||
Goodwill written off | 9,129,000 | ||||||||||
Net gain on sale | (28,140,000) | ||||||||||
Transaction costs | 115,000 | ||||||||||
Intangible Assets, Written off Related to Sale of Business Unit | $ 10,179,000 |
Assets Held for Sale and Dive_4
Assets Held for Sale and Divested Operations - Summary of Assets and Liabilities Held for Sale Related to Divestment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 06, 2020 | Jan. 01, 2020 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Cash and cash equivalents | $ 308,021 | $ 608,522 | $ 43,063 | $ 601,075 | $ 88,812 | $ 257,730 | $ 76,130 | $ 25,575 | $ 53,186 | ||
Increase (Decrease) in Prepaid Expense | 7,349 | 6,693 | 7,125 | 13,335 | 3,010 | (5,742) | 10,224 | 2,936 | |||
Increase (Decrease) in Other Noncurrent Assets | (54,644) | (58,218) | (3,919) | (62,818) | (7,977) | (45,678) | 975 | (578) | |||
Increase (Decrease) Operating Lease Right Of Use Assets | $ (5,919) | $ (4,698) | $ (6,297) | $ (5,826) | $ (9,438) | $ (5,329) | (11,365) | $ 0 | |||
Brand Protection, AntiPiracy, and AntiFraud Solutions | Discontinued Operations, Disposed of by Sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Purchase price | $ 3,751 | ||||||||||
Current Assets Reclassified To Assets Held For Sale Not Part Of Disposal Group Current | 2,274 | ||||||||||
Current liabilities reclassified to current liabilities held for sale | $ 21,170 | ||||||||||
Techstreet Business | Discontinued Operations, Disposed of by Sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Purchase price | $ 42,832 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | |||
Accounts Receivable, Allowance for Credit Loss Roll Forward | The activity in our accounts receivable allowance consists of the following for the years ended December 31, 2020, 2019, and 2018, respectively: Year ended December 31, 2020 2019 2018 Balance at beginning of year $ 16,511 $ 14,076 $ 8,495 Additional provisions 4,339 4,662 6,469 Write-offs (22,205) (2,321) (870) Opening balance sheet adjustment- ASU 2016 -13 adoption 10,097 — — Exchange differences 3 94 (18) Balance at the end of year $ 8,745 $ 16,511 $ 14,076 | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 16,511 | $ 14,076 | $ 8,495 |
Additional provisions | 4,339 | 4,662 | 6,469 |
Write-offs | 22,205 | 2,321 | 870 |
Opening balance sheet adjustment- ASU 2016 -13 adoption | 10,097 | 0 | 0 |
Exchange differences | 3 | 94 | (18) |
Accounts Receivable, Allowance for Credit Loss, Current | $ 8,745 | $ 16,511 | $ 14,076 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Liability | $ 138,273 | |
Rent expense | $ 24,439 | $ 25,527 |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Renewal term | 10 years | |
Other non-current liabilities | ||
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Liability | $ 4,396 | $ 3,455 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 24,438 | $ 27,812 |
Short-term lease cost | 701 | 296 |
Variable lease cost | 1,317 | 1,213 |
Total lease cost | $ 26,456 | $ 29,321 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Paid for amounts included in measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 31,841 | $ 24,303 |
Weighted-average remaining lease term - operating leases | 6 years | 6 years |
Weighted-average discount rate - operating leases | 5.20% | 5.80% |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 8,542 | $ 6,386 |
Leases - Future Lease Payments
Leases - Future Lease Payments Under ASC 842 (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases, After Adoption of 842: | |
2020 | $ 35,963 |
2021 | 30,808 |
2022 | 26,960 |
2023 | 21,976 |
2024 | 15,048 |
2026 & Thereafter | 29,142 |
Total operating lease commitments | 159,897 |
Less imputed interest | (21,624) |
Total | $ 138,273 |
- Maturities Prior to ASC 842 (
- Maturities Prior to ASC 842 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases, Before Adoption of 842: | |
2019 | $ 22,140 |
2020 | 19,531 |
2021 | 17,240 |
2022 | 15,333 |
2023 | 14,944 |
Thereafter | 40,367 |
Total operating lease commitments | $ 129,555 |
Computer Hardware and Other P_3
Computer Hardware and Other Property, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||||||||||||
Total computer hardware and other property | $ 73,068 | $ 41,528 | ||||||||||
Accumulated depreciation | (36,801) | (23,486) | ||||||||||
Total computer hardware and other property, net | 36,267 | 18,042 | ||||||||||
Depreciation | $ 2,918 | $ 2,904 | $ 2,329 | $ 2,281 | $ 2,131 | $ 5,233 | $ 4,182 | $ 8,151 | $ 6,463 | 12,709 | 9,181 | $ 9,422 |
Computer hardware | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Total computer hardware and other property | 38,253 | 24,620 | ||||||||||
Leasehold improvements | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Total computer hardware and other property | 21,614 | 12,496 | ||||||||||
Furniture, fixtures and equipment | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Total computer hardware and other property | $ 13,201 | $ 4,412 |
Other Intangible Assets, net _3
Other Intangible Assets, net and Goodwill - Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, Gross | $ 8,153,014 | $ 2,323,087 | |||||
Finite-lived intangible assets, Accumulated Amortization | (943,909) | (658,875) | |||||
Finite-lived intangible assets, Net | 7,209,105 | 1,664,212 | |||||
Indefinite-lived intangible assets | 161,245 | ||||||
Total intangible assets, Gross | 8,314,259 | 2,487,515 | |||||
Total intangible assets, Net | 7,370,350 | $ 2,217,227 | $ 2,261,549 | $ 2,282,348 | 1,828,640 | $ 1,856,346 | $ 1,884,521 |
Trade names | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Indefinite-lived intangible assets | 161,245 | 164,428 | |||||
Customer relationships | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, Gross | 5,598,175 | 280,493 | |||||
Finite-lived intangible assets, Accumulated Amortization | (261,350) | (180,571) | |||||
Finite-lived intangible assets, Net | 5,336,825 | 99,922 | |||||
Database and content | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, Gross | 1,848,041 | 1,755,323 | |||||
Finite-lived intangible assets, Accumulated Amortization | (464,683) | (342,385) | |||||
Finite-lived intangible assets, Net | 1,383,358 | 1,412,938 | |||||
Computer software | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, Gross | 658,976 | 285,701 | |||||
Finite-lived intangible assets, Accumulated Amortization | (209,611) | (135,919) | |||||
Finite-lived intangible assets, Net | 449,365 | 149,782 | |||||
Trade names | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, Gross | 18,606 | 1,570 | |||||
Finite-lived intangible assets, Accumulated Amortization | (2,360) | 0 | |||||
Finite-lived intangible assets, Net | 16,246 | $ 1,570 | |||||
Backlog | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, Gross | 29,216 | ||||||
Finite-lived intangible assets, Accumulated Amortization | (5,905) | ||||||
Finite-lived intangible assets, Net | $ 23,311 |
Other Intangible Assets, net _4
Other Intangible Assets, net and Goodwill - Other Intangibles Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2020 | |
Goodwill [Line Items] | |||||||||||||||
Indefinite-lived intangible assets | $ 161,245 | ||||||||||||||
Remaining Range of Years | 19 years 8 months 23 days | ||||||||||||||
Amortization of intangible assets | $ 65,696 | $ 53,241 | $ 49,112 | $ 41,656 | $ 40,932 | $ 102,353 | $ 97,038 | $ 168,049 | $ 138,694 | $ 290,441 | $ 191,361 | $ 227,803 | |||
Minimum | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Remaining Range of Years | 2 years | ||||||||||||||
Maximum | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Remaining Range of Years | 20 years | ||||||||||||||
Customer First Now | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Increase in intangible assets | $ 6,446 | ||||||||||||||
Asset acquisition, consideration transferred | $ 6,446 | ||||||||||||||
Remaining Range of Years | 4 years 8 months 12 days | ||||||||||||||
Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Purchase price | $ 3,751 | ||||||||||||||
Intangible assets held for sale | $ 36,924 | 36,924 | |||||||||||||
Impairment charges | 18,431 | ||||||||||||||
Impairment of intangible assets | 17,967 | ||||||||||||||
Customer relationships | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Increase in intangible assets | 3,641 | ||||||||||||||
Remaining Range of Years | 22 years 2 months 19 days | ||||||||||||||
Computer software | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Increase in intangible assets | 11,525 | ||||||||||||||
Remaining Range of Years | 9 years 7 months 13 days | ||||||||||||||
Computer software | Customer First Now | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Increase in intangible assets | $ 1,000 | ||||||||||||||
Remaining Range of Years | 3 years | ||||||||||||||
Database and content | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Increase in intangible assets | 22,012 | ||||||||||||||
Remaining Range of Years | 13 years 8 months 4 days | ||||||||||||||
Trade names | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Increase in intangible assets | 1,541 | ||||||||||||||
Remaining Range of Years | 5 years 4 months 20 days | ||||||||||||||
Database Rights | Customer First Now | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Increase in intangible assets | $ 5,446 | ||||||||||||||
Remaining Range of Years | 5 years | ||||||||||||||
Trade names | |||||||||||||||
Goodwill [Line Items] | |||||||||||||||
Indefinite-lived intangible assets | $ 164,428 | $ 161,245 | $ 164,428 |
Other Intangible Assets, net _5
Other Intangible Assets, net and Goodwill - Remaining Weighted-Average Amortization Period (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Range of Years | 19 years 8 months 23 days |
Customer relationships | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Range of Years | 22 years 2 months 19 days |
Database and content | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Range of Years | 13 years 8 months 4 days |
Computer software | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Range of Years | 9 years 7 months 13 days |
Trade names | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Range of Years | 5 years 4 months 20 days |
Backlog | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Range of Years | 4 years 14 days |
Other Intangible Assets, net _6
Other Intangible Assets, net and Goodwill - Estimated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
2020 | $ 503,174 | ||||||
2021 | 466,526 | ||||||
2022 | 422,536 | ||||||
2023 | 400,836 | ||||||
2024 | 392,076 | ||||||
Finite-lived intangible assets | 5,002,280 | ||||||
Finite-lived intangible assets | 7,187,428 | ||||||
Internally Developed Software Project In Process | 21,677 | ||||||
Finite-lived intangible assets, Net | 7,209,105 | $ 1,664,212 | |||||
Indefinite-lived intangible assets | 161,245 | ||||||
Total intangible assets, Net | $ 7,370,350 | $ 2,217,227 | $ 2,261,549 | $ 2,282,348 | $ 1,828,640 | $ 1,856,346 | $ 1,884,521 |
Other Intangible Assets, net _7
Other Intangible Assets, net and Goodwill - Change in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Nov. 23, 2020 | Nov. 06, 2020 | Oct. 26, 2020 | Nov. 27, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||||||
Goodwill, Beginning Balance | $ 1,328,045 | $ 1,282,919 | ||||
Acquisition | $ 2,861 | $ 40,474 | $ 44,779 | 4,501,894 | 44,779 | |
Impact of foreign currency fluctuations and other | 222,154 | 815 | ||||
Goodwill, Ending Balance | $ 2,861 | 6,042,964 | 1,328,045 | |||
Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | ||||||
Goodwill [Line Items] | ||||||
Transferred to Assets held for sale | (9,129) | (468) | ||||
Discontinued Operations, Disposed of by Sale | Techstreet Business | ||||||
Goodwill [Line Items] | ||||||
Transferred to Assets held for sale | $ (9,129) | |||||
Science Segment | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Beginning Balance | 909,937 | 908,406 | ||||
Acquisition | 499,199 | 0 | ||||
Transferred to Assets held for sale | 0 | 0 | ||||
Impact of foreign currency fluctuations and other | 607 | 1,531 | ||||
Goodwill, Ending Balance | 1,409,743 | 909,937 | ||||
Intellectual Property Segment (As Restated) | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Beginning Balance | 418,108 | 374,513 | ||||
Acquisition | 4,002,695 | 44,779 | ||||
Transferred to Assets held for sale | (9,129) | (468) | ||||
Impact of foreign currency fluctuations and other | 221,547 | (716) | ||||
Goodwill, Ending Balance | $ 4,633,221 | $ 418,108 |
Other Intangible Assets, net _8
Other Intangible Assets, net and Goodwill - Goodwill Narrative (Details) $ in Thousands | Nov. 23, 2020USD ($) | Oct. 26, 2020USD ($) | Nov. 27, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($)segments | Dec. 31, 2020USD ($)reporting_unit | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)segments | Dec. 31, 2019USD ($)reporting_unit | Oct. 01, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 28, 2020USD ($) | Jan. 01, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Goodwill [Line Items] | ||||||||||||||||||
Accumulated impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Number of reporting units | 6 | 6 | 5 | 5 | ||||||||||||||
Acquisition | $ 2,861 | $ 40,474 | $ 44,779 | 4,501,894 | 44,779 | |||||||||||||
Goodwill | $ 2,861 | 6,042,964 | $ 6,042,964 | $ 6,042,964 | 1,328,045 | $ 1,328,045 | $ 1,328,045 | $ 1,818,354 | $ 1,824,258 | $ 1,823,084 | $ 1,281,504 | $ 1,282,842 | $ 1,282,919 | |||||
Decision Resources Group | ||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||
Goodwill | $ 499,199 | |||||||||||||||||
CPA Global | ||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||
Goodwill | $ 3,959,360 | |||||||||||||||||
Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | ||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||
Purchase price | $ 3,751 | |||||||||||||||||
Transferred to Assets held for sale | $ 9,129 | 468 | ||||||||||||||||
Impairment charges | $ 18,431 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) | May 01, 2019 | Mar. 31, 2020 | Apr. 30, 2019 | Apr. 30, 2017 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative Instruments | ||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 978,000 | |||||||||||||||||||
Interest rate swap liability | $ 0 | 0 | ||||||||||||||||||
Derivative, Gain on Derivative | $ 1,737,000 | 20,805,000 | ||||||||||||||||||
Derivative, Fixed Interest Rate | 1.695% | 1.695% | 2.183% | 2.183% | ||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 1,925,681,000 | 9,034,790,000 | $ 2,022,313,000 | $ 2,191,354,000 | $ 1,925,681,000 | $ 1,248,599,000 | $ 1,260,928,000 | $ 1,266,949,000 | $ 990,772,000 | $ 2,191,354,000 | $ 1,266,949,000 | $ 2,022,313,000 | $ 1,260,928,000 | 9,034,790,000 | $ 1,248,599,000 | $ 1,050,607,000 | $ 1,286,106,000 | |||
Other Comprehensive Income (Loss), Net of Tax | 497,575,000 | $ 10,436,000 | $ (2,280,000) | $ (8,470,000) | 2,080,000 | $ (4,724,000) | $ (3,842,000) | $ (3,751,000) | $ (10,750,000) | $ (7,593,000) | $ (314,000) | $ (12,317,000) | 497,261,000 | (10,237,000) | (8,626,000) | |||||
AOCI (net of tax) related to cash flow hedges | ||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||
Stockholders' Equity Attributable to Parent | (3,756,000) | $ (2,778,000) | (3,756,000) | (2,778,000) | 3,644,000 | $ 1,107,000 | ||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | (4,432,000) | (7,107,000) | 2,313,000 | |||||||||||||||||
AOCI (net of tax) related to cash flow hedges | Amount reclassified out of Other comprehensive income (loss) | ||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 3,454,000 | $ 685,000 | 224,000 | |||||||||||||||||
LIBOR | ||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||
Derivative, Basis Spread on Variable Rate | 1.00% | 1.00% | 0.00% | 0.00% | ||||||||||||||||
Interest rate swap asset | ||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||
Notional values | 0 | $ 0 | 0 | $ 0 | ||||||||||||||||
Interest payments | $ 100,000,000 | $ 50,000,000 | $ 300,000,000 | $ 50,000,000 | ||||||||||||||||
Interest rate swap liability | 2,778,000 | 2,778,000 | ||||||||||||||||||
Foreign exchange forward | ||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||
Notional values | 0 | 0 | 0 | 0 | ||||||||||||||||
Interest rate swap liability | (106,000) | 0 | (106,000) | 0 | ||||||||||||||||
Derivative, Gain on Derivative | 2,903,000 | 0 | 0 | |||||||||||||||||
Forward contracts asset | 8,574,000 | 0 | 8,574,000 | 0 | ||||||||||||||||
Foreign Exchange Contract | ||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||
Notional values | 354,751,000 | $ 0 | 354,751,000 | 0 | ||||||||||||||||
Derivative, Gain on Derivative | 17,902,000 | |||||||||||||||||||
Noncurrent assets | Interest rate swap asset | ||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||
Derivative Asset, Fair Value, Gross Asset | $ 70,531,000 | 70,531,000 | ||||||||||||||||||
Revenue | Forward contracts | ||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 0 | $ 0 | $ 240,000 |
Derivative Instruments Deriva_2
Derivative Instruments Derivative Instruments - Changes in AOCI (net of tax) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||||||||||
Balance at beginning of the period | $ 2,022,313 | $ 2,191,354 | $ 1,925,681 | $ 1,248,599 | $ 1,260,928 | $ 1,266,949 | $ 990,772 | $ 1,050,607 | $ 1,248,599 | $ 1,050,607 | $ 1,248,599 | $ 1,050,607 | $ 1,248,599 | $ 1,050,607 | $ 1,286,106 |
Other Comprehensive Income (Loss), Net of Tax | 497,575 | 10,436 | (2,280) | (8,470) | 2,080 | (4,724) | (3,842) | (3,751) | (10,750) | (7,593) | (314) | (12,317) | 497,261 | (10,237) | (8,626) |
Balance at end of the period | 9,034,790 | $ 2,022,313 | $ 2,191,354 | 1,925,681 | 1,248,599 | $ 1,260,928 | $ 1,266,949 | 990,772 | 2,191,354 | 1,266,949 | 2,022,313 | 1,260,928 | 9,034,790 | 1,248,599 | 1,050,607 |
AOCI (net of tax) related to cash flow hedges | |||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||||||||||
Balance at beginning of the period | $ (2,778) | $ 3,644 | $ (2,778) | $ 3,644 | $ (2,778) | $ 3,644 | (2,778) | 3,644 | 1,107 | ||||||
Other Comprehensive Income (Loss), Net of Tax | (4,432) | (7,107) | 2,313 | ||||||||||||
Balance at end of the period | $ (3,756) | $ (2,778) | (3,756) | (2,778) | 3,644 | ||||||||||
AOCI (net of tax) related to cash flow hedges | Amount reclassified out of Other comprehensive income (loss) | |||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | $ 3,454 | $ 685 | $ 224 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2020 | |
Fair Value Measurements | ||||
Impairment on assets held for sale | $ 0 | $ 18,431 | $ 0 | |
Tax benefits | 30,620 | 751 | $ 2,740 | |
Level 2 | ||||
Fair Value Measurements | ||||
Fair value of company's debt | $ 3,574,282 | $ 1,692,750 | ||
Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | ||||
Fair Value Measurements | ||||
Purchase price | $ 3,751 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the earn-out, Level 3 (Details) - Recurring - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 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(1) | (11,701) | (2,371) |
Revaluations included in earnings | 601 | 6,396 |
Balance at the end of the period | $ 0 | $ 11,100 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities that were recognized at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | ||
Interest rate swap liability | $ 0 | |
Earn-out | ||
Liabilities | ||
Earn-out liability | 0 | |
Recurring | ||
Assets | ||
Assets, Fair Value Disclosure | 8,574 | |
Liabilities | ||
Warrant liability (As Restated) | 312,751 | $ 111,813 |
Contingent stock liability | 130,594 | |
Total | 506,755 | 125,691 |
Employee Phantom Share Receivable Liabilities, Fair Value Disclosure | 57,752 | |
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | |
Recurring | Earn-out | ||
Liabilities | ||
Earn-out liability | 11,100 | |
Recurring | Level 2 | ||
Assets | ||
Assets, Fair Value Disclosure | 8,574 | |
Liabilities | ||
Contingent stock liability | 130,594 | |
Total | 194,004 | 2,778 |
Employee Phantom Share Receivable Liabilities, Fair Value Disclosure | 57,752 | |
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | |
Recurring | Level 3 | ||
Liabilities | ||
Warrant liability (As Restated) | 312,751 | 111,813 |
Total | 312,751 | 122,913 |
Recurring | Level 3 | Earn-out | ||
Liabilities | ||
Earn-out liability | 0 | 11,100 |
Interest rate swap asset | ||
Liabilities | ||
Interest rate swap liability | 2,778 | |
Interest rate swap asset | Noncurrent assets | ||
Liabilities | ||
Derivative Asset, Fair Value, Gross Asset | 70,531 | |
Interest rate swap asset | Recurring | ||
Liabilities | ||
Interest rate swap liability | 5,159 | 2,778 |
Interest rate swap asset | Recurring | Level 2 | ||
Liabilities | ||
Interest rate swap liability | 5,159 | 2,778 |
Foreign exchange forward | ||
Assets | ||
Forward contracts asset | 8,574 | 0 |
Liabilities | ||
Interest rate swap liability | (106) | $ 0 |
Foreign exchange forward | Recurring | ||
Liabilities | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | 8,574 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 106 | |
Foreign exchange forward | Recurring | Level 2 | ||
Liabilities | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | 8,574 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | $ 106 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Changes in Private Placement Warrants Liabilities - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||
Mark to market adjustment on financial instruments | $ 144,753 | $ 23,790 | $ 55,632 | $ 21,836 | $ 26,187 | $ 79,422 | $ 26,187 | $ 224,175 | $ 48,022 | $ 205,062 | $ 47,656 | $ 0 | |
Stock Issued During Period, Value, Private Warrants Exercised | $ 4,124 | 4,124 | |||||||||||
Warrants and Rights Outstanding | 312,751 | $ 335,988 | $ 191,235 | $ 167,445 | $ 112,179 | $ 90,343 | $ 191,235 | $ 90,343 | $ 335,988 | $ 112,179 | 312,751 | 111,813 | |
Level 3 | Recurring | |||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||
Warrants and Rights Outstanding | $ 312,751 | 312,751 | 111,813 | $ 0 | |||||||||
Private Placement Warrant | Level 3 | Recurring | |||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||
Mark to market adjustment on financial instruments | 205,062 | 47,656 | |||||||||||
Stock Issued During Period, Value, Private Warrants Exercised | $ (4,124) | 0 | |||||||||||
Reverse recapitalization of warrants | $ 64,157 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Payables and Accruals [Abstract] | |||||||
Employee phantom share plan liability | $ 57,752 | $ 0 | |||||
Contingent stock liability | 130,594 | 0 | |||||
Employee related accruals | 98,481 | 55,155 | |||||
Accrued professional fees | 67,628 | 46,161 | |||||
Tax related accruals | 45,127 | 6,994 | |||||
Other accrued expenses and other current liabilities | 170,100 | 50,907 | |||||
Accrued expenses and other current liabilities | $ 569,682 | $ 253,341 | $ 228,474 | $ 239,661 | $ 159,217 | $ 162,303 | $ 126,843 |
Pension and Other Post-Retire_3
Pension and Other Post-Retirement Benefits - Defined contribution plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan expense | $ 13,262 | $ 12,143 | $ 13,170 |
Defined Benefit Plan, Benefit Obligation, Business Combination | $ 2,393 | $ 0 |
Pension and Other Post-Retire_4
Pension and Other Post-Retirement Benefits - Projected benefit obligations, the plan assets, and the funded status (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Change in benefit obligation | |||
Projected benefit obligation at beginning of year | $ 16,563 | $ 14,486 | |
Service costs | 1,136 | 870 | $ 888 |
Interest cost | 292 | 311 | 283 |
Plan participant contributions | 124 | 114 | |
Actuarial losses | 695 | 1,492 | |
Defined Benefit Plan, Benefit Obligation, Business Combination | 2,393 | 0 | |
Benefit payments | (357) | (312) | |
Expenses paid from assets | (40) | (36) | |
Effect of foreign currency translation | 1,319 | (273) | |
Projected benefit obligation at end of year | 21,615 | 16,563 | 14,486 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 5,487 | 5,184 | |
Actual return on plan assets | 213 | 198 | |
Plan participant contributions | 124 | 113 | |
Defined Benefit Plan, Plan Assets, Business Combination | 99 | 0 | |
Employer contributions | 583 | 533 | |
Benefit payments | (357) | (312) | |
Expenses paid from assets | 40 | 36 | |
Effect of foreign currency translation | 556 | (104) | |
Fair value of plan assets at end of year | 6,665 | 5,487 | $ 5,184 |
Unfunded status | (14,950) | (11,076) | |
Defined Benefit Plan, Plan Assets, Payment for Settlement | 0 | (89) | |
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement | 0 | (89) | |
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Curtailment | $ 510 | $ 0 |
Pension and Other Post-Retire_5
Pension and Other Post-Retirement Benefits - Balance sheets presentation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Retirement Benefits [Abstract] | ||
Current liabilities | $ (902) | $ (635) |
Non-current liabilities | (14,048) | (10,441) |
AOCI | $ 1,195 | $ 470 |
Pension and Other Post-Retire_6
Pension and Other Post-Retirement Benefits - Accumulated benefit obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Plans with accumulated benefit obligation in excess of plan assets: | ||
Accumulated benefit obligation | $ 18,991 | $ 15,465 |
Fair value of plan assets | 6,665 | 5,487 |
Plans with projected benefit obligation in excess of plan assets: | ||
Projected benefit obligation | 21,615 | 16,563 |
Fair value of plan assets | $ 6,665 | $ 5,487 |
Pension and Other Post-Retire_7
Pension and Other Post-Retirement Benefits - Benefit costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Service costs | $ 1,136 | $ 870 | $ 888 |
Interest cost | 292 | 311 | 283 |
Expected return on plan assets | (178) | (157) | (150) |
Amortization of actuarial gains | (46) | (76) | (78) |
Net periodic benefit cost | 705 | 955 | 943 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement | $ (499) | $ 7 | $ 0 |
Pension and Other Post-Retire_8
Pension and Other Post-Retirement Benefits - Periodic benefit cost assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Discount rate | 1.60% | 2.26% |
Expected return on plan assets | 3.00% | 3.00% |
Rate of compensation increase | 3.78% | 3.68% |
Social Security increase rate | 2.50% | 2.50% |
Pension increase rate | 1.80% | 1.80% |
Pension and Other Post-Retire_9
Pension and Other Post-Retirement Benefits - Benefit obligations assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 1.66% | 1.60% |
Rate of compensation increase | 5.18% | 3.77% |
Social Security increase rate | 2.50% | 2.50% |
Pension increase rate | 1.80% | 1.80% |
Minimum | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 0.35% | 0.45% |
Maximum | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 5.20% | 6.45% |
Pension and Other Post-Retir_10
Pension and Other Post-Retirement Benefits - Plan assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined benefit plans | |||
Expected weighted-average long-term rate of return on plan assets | 3.00% | 3.00% | |
Fair value measurement of pension plan assets: | |||
Fair value of plan assets at beginning of year | $ 6,665 | $ 5,487 | $ 5,184 |
Insurance contract | |||
Defined benefit plans | |||
Plan asset investment | 100.00% | ||
Fair value measurement of pension plan assets: | |||
Fair value of plan assets at beginning of year | $ 6,665 | 5,487 | |
Level 1 | Insurance contract | |||
Fair value measurement of pension plan assets: | |||
Fair value of plan assets at beginning of year | 0 | 0 | |
Level 2 | Insurance contract | |||
Fair value measurement of pension plan assets: | |||
Fair value of plan assets at beginning of year | 0 | 0 | |
Level 3 | Insurance contract | |||
Fair value measurement of pension plan assets: | |||
Fair value of plan assets at beginning of year | $ 6,665 | $ 5,487 |
Pension and Other Post-Retir_11
Pension and Other Post-Retirement Benefits - Estimated pension benefit payments (Details) | Dec. 31, 2020USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2020 | $ 1,005,000 |
2021 | 1,284,000 |
2022 | 1,240,000 |
2023 | 1,397,000 |
2024 | 1,510,000 |
2025 to 2029 | 6,985,000 |
Total | 13,421,000 |
Estimated payments in 2019 | $ 357,000 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2019 | |
Debt | ||||||
Total debt outstanding | $ 3,547,400,000 | $ 1,665,000,000 | ||||
Debt issuance costs | (51,309,000) | (25,205,000) | ||||
Term Loan Facility, discount | (9,591,000) | (2,184,000) | ||||
Short-term debt, including current portion of long-term debt | (28,600,000) | (9,000,000) | ||||
Long-term debt, net of current portion and debt issuance costs | $ 3,457,900,000 | $ 1,628,611,000 | ||||
Weighted average interest rate | 3.799% | 4.818% | ||||
Proceeds from revolving credit facility | $ 5,000,000 | $ 5,000,000 | $ 60,000,000 | $ 70,000,000 | $ 45,000,000 | |
Senior Unsecured Notes | ||||||
Debt | ||||||
Effective Interest Rate | 4.50% | |||||
Total debt outstanding | $ 700,000 | |||||
Term Loan Facility | ||||||
Debt | ||||||
Effective Interest Rate | 3.626% | 5.049% | ||||
Total debt outstanding | $ 2,847,400,000 | $ 900,000,000 | 900,000 | |||
Senior Unsecured Notes 2024 [Member] | ||||||
Debt | ||||||
Effective Interest Rate | 4.50% | 4.50% | 7.875% | |||
Total debt outstanding | $ 700,000,000 | $ 700,000,000 | ||||
Revolving Credit Facility | ||||||
Debt | ||||||
Effective Interest Rate | 0.00% | 5.049% | ||||
Total debt outstanding | $ 0 | $ 65,000,000 | $ 250,000 |
Debt - Summary of Debt - Senior
Debt - Summary of Debt - Senior Unsecured Notes (Details) - USD ($) | Oct. 01, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt | |||||
Total debt outstanding | $ 3,547,400,000 | $ 1,665,000,000 | |||
Debt issuance costs | (51,309,000) | (25,205,000) | |||
Term Loan Facility, discount | (9,591,000) | (2,184,000) | |||
Loss on extinguishment of debt | $ 3,179,000 | $ 0 | 50,676,000 | $ 0 | |
Debt face amount | $ 1,600,000 | ||||
CPA Global | |||||
Debt | |||||
Cash | 2,078,084,000 | ||||
Senior Unsecured Notes | |||||
Debt | |||||
Total debt outstanding | $ 700,000 | ||||
Interest Rate | 4.50% | ||||
Redemption (as a percent) | 100.00% | ||||
Changes in control (as a percent) | 101.00% | ||||
Redemption Price (as a percentage of principal) | 100.00% | ||||
Revolving Credit Facility | |||||
Debt | |||||
Total debt outstanding | $ 250,000 | $ 0 | $ 65,000,000 | ||
Interest Rate | 0.00% | 5.049% | |||
Repayments of Debt | $ 175,000 | ||||
Sublimit | 40,000 | ||||
Term Loan Facility | |||||
Debt | |||||
Total debt outstanding | $ 900,000 | $ 2,847,400,000 | $ 900,000,000 | ||
Interest Rate | 3.626% | 5.049% | |||
Redemption (as a percent) | 0.25% | ||||
Repayments of Debt | $ 1,550,000 | ||||
Senior Unsecured Notes 2024 [Member] | |||||
Debt | |||||
Total debt outstanding | $ 700,000,000 | $ 700,000,000 | |||
Interest Rate | 4.50% | 4.50% | 7.875% | ||
Redemption Price (as a percentage of principal) | 103.938% | ||||
DRG Acquisition - Term Loan | |||||
Debt | |||||
Total debt outstanding | 360,000 | ||||
Bridge Facility - DRG Acquisition | |||||
Debt | |||||
Total debt outstanding | 1,500,000 | ||||
Sublimit | $ 950,000 |
Debt - Summary of Debt - Seni_2
Debt - Summary of Debt - Senior Unsecured Notes - Redemption Price (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Senior Secured Notes | |
Debt Instrument, Redemption | |
Debt Instrument Redemption Through Equity Offerings, Redemption Price, Maximum Percentage Of Principal Amount Redeemed | 40.00% |
Debt Instrument, Redemption Through Equity Offerings, Redemption Price, Percentage | 104.50% |
Debt Instrument. Redemption Through Equity Offerings, Threshold Minimum, Percentage Of Original Aggregate Principal Amount Remaining Outstanding | 50.00% |
Debt Instrument, Redemption Through Equity Offerings Threshold, Redemption Period Maximum | 120 days |
2022 | |
Debt Instrument, Redemption | |
Redemption Price (as a percentage of principal) | 102.25% |
2023 | |
Debt Instrument, Redemption | |
Redemption Price (as a percentage of principal) | 101.125% |
2024 and thereafter | |
Debt Instrument, Redemption | |
Redemption Price (as a percentage of principal) | 100.00% |
Debt - Summary of Debt - Seni_3
Debt - Summary of Debt - Senior Secured Credit Facility (Details) - USD ($) | Oct. 01, 2020 | Oct. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt | |||||||
Aggregate principal amount | $ 3,547,400,000 | $ 1,665,000,000 | |||||
Debt issuance costs and debt discounts | 60,900,000 | ||||||
Write off of Deferred Debt Issuance Cost | $ 41,980,000 | ||||||
Debt Issuance Costs, Net | 51,309,000 | 25,205,000 | |||||
Proceeds from revolving credit facility | $ 5,000,000 | $ 5,000,000 | 60,000,000 | 70,000,000 | $ 45,000,000 | ||
Letter of credit | |||||||
Debt | |||||||
Collateralized amount | 38,000 | ||||||
Revolving Credit Facility | |||||||
Debt | |||||||
Collateralized amount | 5,262,000 | ||||||
Proceeds from revolving credit facility | $ 60,000,000 | ||||||
Repayment of term loan | $ 125,000,000 | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.375% | ||||||
Term Loan Facility | |||||||
Debt | |||||||
Aggregate principal amount | $ 900,000 | $ 2,847,400,000 | 900,000,000 | ||||
Redemption (as a percent) | 0.25% | ||||||
Debt Instrument, Amortization Rate | 1.00% | ||||||
Revolving Credit Facility | |||||||
Debt | |||||||
Aggregate principal amount | $ 250,000 | $ 0 | $ 65,000,000 | ||||
Sublimit | 40,000 | ||||||
Letter of credit | |||||||
Debt | |||||||
Sublimit | 40,000 | ||||||
Senior Unsecured Notes | |||||||
Debt | |||||||
Aggregate principal amount | 700,000 | ||||||
Redemption (as a percent) | 100.00% | ||||||
Collateralized amount | $ 11,466,000 | ||||||
Credit Facilities | |||||||
Debt | |||||||
Debt Issuance Costs, Net | 25,818,000 | ||||||
Amortization of Debt Issuance Costs | $ 17,000 | ||||||
LIBOR | Revolving Credit Facility | |||||||
Debt | |||||||
Interest rate spread | 3.25% | ||||||
Prime | Revolving Credit Facility | |||||||
Debt | |||||||
Interest rate spread | 2.25% | ||||||
Federal Funds Effective Swap Rate | Revolving Credit Facility | |||||||
Debt | |||||||
Interest rate spread | 1.00% | ||||||
Eurodollar | Revolving Credit Facility | |||||||
Debt | |||||||
Interest rate spread | 1.00% | ||||||
Eurodollar | Revolving Credit Facility | Minimum | |||||||
Debt | |||||||
Interest rate spread | 0.00% |
Debt - Summary of Debt - Seni_4
Debt - Summary of Debt - Senior Secured Credit Facility - Outstanding borrowings (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |||||
2020 | $ 28,600 | ||||
2021 | 28,600 | ||||
2022 | 28,600 | ||||
2023 | 28,600 | ||||
2024 | 28,600 | ||||
Thereafter | 3,404,400 | ||||
Total debt outstanding | 3,547,400 | $ 1,665,000 | |||
Less: capitalized debt issuance costs and original issue discount | (60,900) | ||||
Long-term Debt, Total | 3,486,500 | ||||
Proceeds from revolving credit facility | $ 5,000 | $ 5,000 | $ 60,000 | $ 70,000 | $ 45,000 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenues and Cost to Obtain a Contract (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of revenues | |||||||||||||||
Total revenues, gross | $ 1,277,148 | $ 974,783 | $ 971,620 | ||||||||||||
Deferred revenues adjustment | 400,656 | ||||||||||||||
Total revenues, net | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 255,013 | $ 242,998 | $ 242,309 | $ 234,025 | $ 514,092 | $ 476,334 | $ 798,452 | $ 719,332 | 1,254,047 | 974,345 | 968,468 |
Contract with Customer, Liability, Adjustments | (23,101) | (438) | (3,152) | ||||||||||||
Prepaid expenses | |||||||||||||||
Disaggregation of revenues | |||||||||||||||
Prepaid sales commissions | 13,970 | 12,387 | 13,970 | 12,387 | |||||||||||
Noncurrent assets | |||||||||||||||
Disaggregation of revenues | |||||||||||||||
Prepaid sales commissions | $ 14,102 | $ 11,620 | 14,102 | 11,620 | |||||||||||
Subscription revenues | |||||||||||||||
Disaggregation of revenues | |||||||||||||||
Total revenues, gross | 867,731 | 805,518 | 794,097 | ||||||||||||
Transaction revenues | |||||||||||||||
Disaggregation of revenues | |||||||||||||||
Total revenues, gross | 294,889 | $ 169,265 | $ 177,523 | ||||||||||||
Re-occurring Revenues | |||||||||||||||
Disaggregation of revenues | |||||||||||||||
Total revenues, gross | $ 114,528 |
Revenue - Contract Balances and
Revenue - Contract Balances and Transaction Price Allocated to the Remaining Performance Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable | |||
Accounts Receivables - Opening | $ 333,858 | $ 331,295 | $ 317,808 |
Accounts Receivables - Closing | 737,733 | 333,858 | 331,295 |
(Increase)/decrease | (403,875) | (2,563) | (13,487) |
Current portion of deferred revenues | |||
Current portion of deferred revenues - Opening | 407,325 | 391,102 | 361,260 |
Current portion of deferred revenues - Closing | 707,318 | 407,325 | 391,102 |
(Increase)/decrease | (299,993) | (16,223) | (29,842) |
Non-current portion of deferred revenues | |||
Non-current portion of deferred revenues - Opening | 19,723 | 17,112 | 15,796 |
Non-current portion of deferred revenues - Closing | 41,399 | 19,723 | 17,112 |
(Increase)/decrease | $ (21,676) | $ (2,611) | $ (1,316) |
Revenue - Transaction Price All
Revenue - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 70,576 |
Remaining performance obligation, percentage | 51.20% |
Expected to be recognized within the following year | 24.50% |
Expected to be recognized in 3 to 10 years | 26.70% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Percentage of remaining performance obligation | 48.80% |
Expected timing of satisfaction, period | 12 months |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Nov. 23, 2020shares | Oct. 01, 2020shares | Mar. 23, 2020$ / sharesshares | May 13, 2019$ / sharesshares | Jan. 31, 2021shares | Feb. 21, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2020$ / shares | Jun. 30, 2020$ / shares | Mar. 31, 2020$ / shares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2019$ / shares | Jun. 30, 2019$ / shares |
Shareholders' Equity | |||||||||||||
Vesting period | 3 years | 5 years | |||||||||||
Subscribed number of shares | 0 | ||||||||||||
Capital stock, issued (in shares) | 606,329,598 | 306,874,115 | |||||||||||
Capital stock, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Number of shares called per warrant (in shares) | 52,800,000 | 52,800,000 | |||||||||||
Warrant exercise price (usd per share) | $ / shares | $ 11.50 | ||||||||||||
Number of warrants exercised | 100,114 | ||||||||||||
Class of Warrant or Right, Outstanding | 24,132,666 | ||||||||||||
Conversion ratio | 132.13667 | 1 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||||||||||
Class Of Warrant Or Right, Days From Which Warrants Or Rights Exercisable | 30 days | ||||||||||||
Issuance of common stock, net (in shares) | 163,516 | ||||||||||||
Common Stock, Voting Rights | one | ||||||||||||
CPA Global | |||||||||||||
Shareholders' Equity | |||||||||||||
Newly issued ordinary shares (in shares) | 1,500,000 | ||||||||||||
Stock issued | 210,357,918 | ||||||||||||
CPA Global | Subsequent Event | |||||||||||||
Shareholders' Equity | |||||||||||||
Stock issued | 1,500,000 | ||||||||||||
DRG | |||||||||||||
Shareholders' Equity | |||||||||||||
Newly issued ordinary shares (in shares) | 2,895,638 | ||||||||||||
Warrant [Member] | |||||||||||||
Shareholders' Equity | |||||||||||||
Warrant exercise price (usd per share) | $ / shares | $ 11.50 | ||||||||||||
Conversion ratio | 0.4626 | 1 | |||||||||||
Class Of Warrant Or Right Redemption Price Per Warrant | $ / shares | $ 0.01 | ||||||||||||
Warrants exercised (in shares) | 4,649 | ||||||||||||
Management Incentive Plan | |||||||||||||
Shareholders' Equity | |||||||||||||
Vesting period | 5 years | ||||||||||||
Churchill Public Shareholders | |||||||||||||
Shareholders' Equity | |||||||||||||
Issued and outstanding (in shares) | 87,749,999 | ||||||||||||
Warrant exercise price (usd per share) | $ / shares | $ 11.50 | ||||||||||||
Churchill Public Shareholders | Public shares | |||||||||||||
Shareholders' Equity | |||||||||||||
Issued and outstanding (in shares) | 68,999,999 | ||||||||||||
Churchill Public Shareholders | Founder shares | |||||||||||||
Shareholders' Equity | |||||||||||||
Issued and outstanding (in shares) | 18,750,000 | ||||||||||||
Minimum | |||||||||||||
Shareholders' Equity | |||||||||||||
Warrants, beneficial interest | 4.90% | ||||||||||||
Maximum | |||||||||||||
Shareholders' Equity | |||||||||||||
Warrants, beneficial interest | 9.80% | ||||||||||||
Maximum | CPA Global | |||||||||||||
Shareholders' Equity | |||||||||||||
Issuance of common stock, net (in shares) | 218,183,778 | ||||||||||||
Newly issued ordinary shares (in shares) | 218,306,663 | ||||||||||||
Sponsor agreement | |||||||||||||
Shareholders' Equity | |||||||||||||
Capital stock, issued (in shares) | 7,000,000 | ||||||||||||
Capital stock, par value (in dollars per share) | $ / shares | $ 20 | ||||||||||||
Sponsor agreement | Minimum | |||||||||||||
Shareholders' Equity | |||||||||||||
Consecutive Trading Day Period | 40 days | ||||||||||||
Sponsor agreement | Maximum | |||||||||||||
Shareholders' Equity | |||||||||||||
Consecutive Trading Day Period | 60 days | ||||||||||||
Warrant [Member] | |||||||||||||
Shareholders' Equity | |||||||||||||
Capital stock, issued (in shares) | 4,747,432 |
Employment and Compensation A_3
Employment and Compensation Arrangements (Details) - USD ($) | Nov. 30, 2020 | Nov. 23, 2020 | Nov. 12, 2020 | Nov. 06, 2020 | Aug. 14, 2019 | May 13, 2019 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Feb. 29, 2020 | Feb. 21, 2020 |
Employment and Compensation Arrangements | |||||||||||||||||||||||
Authorized grants | 60,000,000 | 60,000,000 | |||||||||||||||||||||
Share-based compensation expense | $ 0 | $ 70,472,000 | $ 51,383,000 | $ 13,715,000 | |||||||||||||||||||
Tax benefits | $ 30,620,000 | $ 751,000 | $ 2,740,000 | ||||||||||||||||||||
Vesting period | 3 years | 5 years | |||||||||||||||||||||
Granted | $ 22.51 | ||||||||||||||||||||||
Options issued (in shares) | 0 | ||||||||||||||||||||||
Granted | 582,217 | ||||||||||||||||||||||
Number of shares called per warrant (in shares) | 52,800,000 | 52,800,000 | 52,800,000 | ||||||||||||||||||||
Warrant exercise price (usd per share) | $ 11.50 | ||||||||||||||||||||||
Warrants exercised (in shares) | 274,000 | ||||||||||||||||||||||
Shares withheld to cover exercise price (in shares) | 110,484 | ||||||||||||||||||||||
Issuance of common stock, net (in shares) | 163,516 | ||||||||||||||||||||||
Weighted-average risk-free interest rate | 0.14% | 2.43% | 3.02% | ||||||||||||||||||||
Weighted-average expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 5,309,713 | ||||||||||||||||||||||
Sale of stock, price per share (usd per share) | $ 22.50 | $ 22.50 | $ 20.25 | ||||||||||||||||||||
Capital stock, issued (in shares) | 606,329,598 | 606,329,598 | 306,874,115 | ||||||||||||||||||||
Net proceeds after fees | $ 304,030,000 | ||||||||||||||||||||||
Mark to market adjustment on financial instruments | $ (144,753,000) | $ (23,790,000) | $ (55,632,000) | $ (21,836,000) | $ (26,187,000) | $ (79,422,000) | $ (26,187,000) | $ (224,175,000) | $ (48,022,000) | $ (205,062,000) | $ (47,656,000) | $ 0 | |||||||||||
Class of Warrant or Right, Outstanding | 24,132,666 | ||||||||||||||||||||||
Selling, General and Administrative Expense | (131,526,000) | (103,665,000) | (133,055,000) | (115,515,000) | (154,147,000) | (236,721,000) | (261,096,000) | (368,247,000) | (376,611,000) | (544,700,000) | (475,014,000) | (413,004,000) | |||||||||||
Goodwill | $ (2,861,000) | $ (1,824,258,000) | $ (6,042,964,000) | $ (1,818,354,000) | $ (1,824,258,000) | $ (1,823,084,000) | $ (1,281,504,000) | $ (1,282,842,000) | $ (1,824,258,000) | $ (1,282,842,000) | $ (1,818,354,000) | $ (1,281,504,000) | (6,042,964,000) | (1,328,045,000) | $ (1,282,919,000) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 4,972,000 | $ 544,000 | |||||||||||||||||||||
Revision Of Prior Period Error Correction Adjustment Amd No 2 | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Mark to market adjustment on financial instruments | 0 | ||||||||||||||||||||||
Selling, General and Administrative Expense | (21,119,000) | ||||||||||||||||||||||
Cost of Revenue and Selling, General and Administrative Expense | 29,924,000 | ||||||||||||||||||||||
Goodwill | $ 209,672,000 | $ 209,672,000 | |||||||||||||||||||||
Public Warrant | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Number of shares called per warrant (in shares) | 34,500,000 | ||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 0 | 0 | |||||||||||||||||||||
Private Placement Warrant | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Number of shares called per warrant (in shares) | 18,300,000 | 18,026,000 | 18,026,000 | 18,300,000 | 0 | ||||||||||||||||||
Minimum | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Contractual term | 1 year | ||||||||||||||||||||||
Maximum | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Contractual term | 10 years | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Warrant exercise price (usd per share) | $ 11.50 | ||||||||||||||||||||||
Employee Stock Option | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Accelerated vesting (in shares) | 3,530,000 | 43,605 | |||||||||||||||||||||
Accelerated compensation expense | $ 2,007,000 | $ 791,000 | |||||||||||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share-based compensation expense | $ 1,300,000 | ||||||||||||||||||||||
Vesting period | 1 year | ||||||||||||||||||||||
Granted | $ 22.12 | ||||||||||||||||||||||
Accelerated vesting (in shares) | 5,846 | ||||||||||||||||||||||
Accelerated compensation expense | $ 121,000 | ||||||||||||||||||||||
Granted | 354,096 | 1,918,288 | |||||||||||||||||||||
Restricted Stock Units (RSUs) | Minimum | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Vesting period | 1 year | ||||||||||||||||||||||
Restricted Stock Units (RSUs) | Maximum | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||||
PSUs | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share-based compensation expense | $ 0 | ||||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||||
TSR PSUs | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share-based compensation expense | $ 178,000 | ||||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||||
TSR PSUs | Minimum | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Payout As A Percent Of Target | 0.00% | ||||||||||||||||||||||
TSR PSUs | Maximum | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Payout As A Percent Of Target | 120.00% | ||||||||||||||||||||||
Sponsor agreement | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Capital stock, issued (in shares) | 7,000,000 | 7,000,000 | |||||||||||||||||||||
Share-based Payment Arrangement, Tranche One | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share Price | $ 15.25 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 2,654,856 | ||||||||||||||||||||||
Period After Closing for Sale Price of Share | 42 months | ||||||||||||||||||||||
Share-based Payment Arrangement, Tranche Two | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share Price | $ 17.50 | $ 17.50 | $ 17.50 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 17,265,826 | 17,265,826 | |||||||||||||||||||||
Management Incentive Plan | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Vesting period | 5 years | ||||||||||||||||||||||
Incentive Award Plan 2019 | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Stock options not granted | 42,785,926 | 42,785,926 | 37,302,599 | ||||||||||||||||||||
Unrecognized compensation cost | $ 0 | $ 0 | $ 6,873,000 | ||||||||||||||||||||
Granted | $ 0 | $ 2.94 | |||||||||||||||||||||
Transaction Related Awards 2019 | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Authorized grants | 7,000,000 | ||||||||||||||||||||||
Share-based compensation expense | $ 13,720,000 | ||||||||||||||||||||||
Share Price | $ 20 | ||||||||||||||||||||||
Weighted-average risk-free interest rate | 1.33% | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 20.00% | ||||||||||||||||||||||
Weighted-average expected dividend yield | 0.00% | ||||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share-based compensation expense | $ 25,013,000 | ||||||||||||||||||||||
Weighted-average risk-free interest rate | 1.42% | 2.20% | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 20.00% | 20.00% | |||||||||||||||||||||
Weighted-average expected dividend yield | 0.00% | 0.00% | |||||||||||||||||||||
Increase (Decrease) In Expense Relating Granting Of Incentive Shares | 48,102,000 | ||||||||||||||||||||||
Increase (Decrease) In Expense Relating To Shares Purchased By Founders | 4,411,000 | ||||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Minimum | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Discount For Lack Of Marketability | 3.00% | 3.00% | |||||||||||||||||||||
Contractual term | 2 years | ||||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Maximum | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Discount For Lack Of Marketability | 7.00% | 7.00% | |||||||||||||||||||||
Contractual term | 3 years | ||||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Warrant [Member] | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Increase (Decrease) In Expense Relating To Vesting Of Ordinary Shares | 6,297 | ||||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Common Stock Issued Price at least $15.25 | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Increase (Decrease) In Expense Relating To Vesting Of Ordinary Shares | $ 9,396,000 | ||||||||||||||||||||||
Sale of stock, price per share (usd per share) | $ 15.25 | ||||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Common Stock Issued Price at least $17.50 | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Increase (Decrease) In Expense Relating To Vesting Of Ordinary Shares | $ 13,101,000 | ||||||||||||||||||||||
Sale of stock, price per share (usd per share) | $ 17.50 | ||||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Founder shares | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Capital stock, issued (in shares) | 1,500,000 | ||||||||||||||||||||||
Net proceeds after fees | $ 15,000 | ||||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Share Capital | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Increase (Decrease) In Expense Relating To Vesting Of Ordinary Shares | $ 1,193,000 | ||||||||||||||||||||||
2016 Equity Incentive Plan | |||||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||||
Options issued (in shares) | 28,400,000 |
Employment and Compensation A_4
Employment and Compensation Arrangements - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Number of Options | ||
Granted | 0 | |
Outstanding at end of year | 7,860,618 | |
Weighted Average Exercise Price per Share | ||
Granted | $ / shares | $ 0 | |
Incentive Award Plan 2019 | ||
Aggregate Intrinsic Value | ||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Aggregate Intrinsic Value Exercised | $ | $ 150,381 | $ 25,123 |
Employee Stock Option | ||
Number of Options | ||
Outstanding at beginning of year | 20,880,225 | |
Expired | (3,964) | |
Forfeited | (972,781) | |
Exercised | (12,042,862) | (2,416,534) |
Outstanding at end of year | 20,880,225 | |
Vested and exercisable at December 31, 2020 | 7,860,618 | |
Weighted Average Exercise Price per Share | ||
Outstanding at beginning of year | $ / shares | $ 12.18 | |
Expired | $ / shares | 29.33 | |
Forfeited | $ / shares | 12.07 | |
Exercised | $ / shares | 11.67 | |
Outstanding at end of year | $ / shares | 12.95 | $ 12.18 |
Vested and exercisable | $ / shares | $ 12.95 | |
Weighted-Average Remaining Contractual Life (in years) | ||
Outstanding at beginning of year | 6 years 2 months 12 days | 7 years 3 months 18 days |
Outstanding at end of year | 6 years 2 months 12 days | 7 years 3 months 18 days |
Vested and exercisable at December 31, 2020 | 6 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding at beginning of year | $ | $ 105,119 | |
Outstanding at end of year | $ | 131,956 | $ 105,119 |
Vested and exercisable at December 31, 2020 | $ | $ 131,956 |
Employment and Compensation A_5
Employment and Compensation Arrangements - Assumptions (Details) | May 13, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Employment and Compensation Arrangements | ||||
Vesting period | 3 years | 5 years | ||
Weighted-average expected dividend yield | 0.00% | 0.00% | 0.00% | |
Expected volatility - Minimum | 34.05% | 19.52% | 21.00% | |
Expected volatility - Maximum | 39.43% | 20.26% | 23.05% | |
Weighted-average expected volatility | 34.79% | 19.87% | 21.86% | |
Weighted-average risk-free interest rate | 0.14% | 2.43% | 3.02% | |
Expected life (in years) | 1 year | 7 years 3 months 18 days | 8 years 6 months | |
Maximum | ||||
Employment and Compensation Arrangements | ||||
Contractual term | 10 years | |||
Minimum | ||||
Employment and Compensation Arrangements | ||||
Contractual term | 1 year |
Employment and Compensation A_6
Employment and Compensation Arrangements - RSU activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 12, 2020 | May 13, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Shareholders' Equity | ||||
Granted | 582,217 | |||
Granted | $ 22.51 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 4,972 | $ 544 | ||
Vesting period | 3 years | 5 years | ||
Restricted Stock Units (RSUs) | ||||
Shareholders' Equity | ||||
Outstanding as of December 31, 2019 | 293,182 | |||
Outstanding as of December 31, 2019 | $ 19.30 | $ 16.75 | ||
Granted | 354,096 | 1,918,288 | ||
Granted | $ 22.12 | |||
Vested | (289,641) | |||
Vested | $ 17.17 | |||
Forfeited | (111,283) | |||
Forfeited | $ 21.19 | |||
Outstanding as of December 31, 2020 | 1,810,546 | 293,182 | ||
Vesting period | 1 year | |||
Restricted Stock Units (RSUs) | Minimum | ||||
Shareholders' Equity | ||||
Vesting period | 1 year | |||
Restricted Stock Units (RSUs) | Maximum | ||||
Shareholders' Equity | ||||
Vesting period | 3 years |
Employment and Compensation A_7
Employment and Compensation Arrangements - PSU activity (Details) - $ / shares | May 13, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Shareholders' Equity | |||
Granted | 582,217 | ||
Granted | $ 22.51 | ||
Vesting period | 3 years | 5 years | |
Authorized grants | 60,000,000 | ||
Transaction Related Awards 2019 | |||
Shareholders' Equity | |||
Authorized grants | 7,000,000 | ||
PSUs | |||
Shareholders' Equity | |||
Outstanding as of December 31, 2019 | 0 | ||
Vested | 291,108 | ||
Outstanding as of December 31, 2020 | 873,325 | 0 | |
Outstanding as of December 31, 2019 | $ 25.16 | $ 0 | |
Vested | 30.46 | ||
Outstanding as of December 31, 2020 | $ 25.16 | $ 0 | |
Vesting period | 3 years |
Employment and Compensation A_8
Employment and Compensation Arrangements - Private Placement Warrant (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 13, 2019 | Dec. 31, 2018 | |
Shareholders' Equity | |||||
Number of shares called per warrant (in shares) | 52,800,000 | 52,800,000 | 52,800,000 | ||
Stock Issued During Period, Shares, Private Warrants Exercised | (274,000) | 0 | |||
Ordinary Shares | |||||
Shareholders' Equity | |||||
Stock Issued During Period, Shares, Private Warrants Exercised | (274,000) | (274,000) | |||
Merger recapitalization (in shares) | 87,749,999 | ||||
Merger Recapitalization | |||||
Shareholders' Equity | |||||
Exercised | $ 3.51 | ||||
Merger recapitalization (in shares) | 18,300,000 | ||||
Warrant [Member] | |||||
Shareholders' Equity | |||||
Outstanding as of December 31, 2019 | $ 17.35 | $ 17.35 | $ 6.11 | $ 0 | |
Exercised | $ 15.05 | $ 0 | |||
Private Placement Warrant | |||||
Shareholders' Equity | |||||
Number of shares called per warrant (in shares) | 18,026,000 | 18,026,000 | 18,300,000 | 18,300,000 | 0 |
Income Taxes - Income tax (bene
Income Taxes - Income tax (benefit)/expense on income/(loss)by jurisdiction (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||||||||||||
U.K. | $ 1,288 | $ 677 | $ 1,014 | |||||||||
Other | 15,855 | 9,959 | 11,061 | |||||||||
Total current | 37,544 | 18,541 | 20,616 | |||||||||
Deferred | ||||||||||||
U.K. | (15,932) | 0 | 85 | |||||||||
Other | (8,277) | (7,293) | (9,360) | |||||||||
Total deferred | (40,242) | (8,340) | (14,967) | |||||||||
Income tax expense | $ (4,325) | $ 5,385 | $ (14,753) | $ (1,644) | $ (3,712) | $ (9,368) | $ (3,952) | $ (13,693) | $ (5,596) | 2,698 | (10,201) | (5,649) |
Previously Reported | ||||||||||||
Deferred | ||||||||||||
Income tax expense | (4,325) | 5,385 | (14,753) | (1,644) | (3,712) | (9,368) | (3,952) | (13,693) | (5,596) | 2,799 | (10,201) | |
Revision of Prior Period, Error Correction, Adjustment | ||||||||||||
Deferred | ||||||||||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | ||
Recurring | ||||||||||||
Deferred | ||||||||||||
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | |||||||||||
Level 2 | Recurring | ||||||||||||
Deferred | ||||||||||||
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | |||||||||||
U.S. Federal | ||||||||||||
Current | ||||||||||||
U.S. | 17,540 | 6,917 | 6,395 | |||||||||
Deferred | ||||||||||||
U.S. | (15,020) | (824) | (5,465) | |||||||||
U.S. State | ||||||||||||
Current | ||||||||||||
U.S. | 2,861 | 988 | 2,146 | |||||||||
Deferred | ||||||||||||
U.S. | $ (1,013) | $ (223) | $ (227) |
Income Taxes - Components of pr
Income Taxes - Components of pre-tax loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||||||||
U.K. loss | $ (347,158) | $ (246,688) | $ (222,043) | |||||||||
U.S. income (loss) | (47,198) | 3,733 | (11,880) | |||||||||
Other loss | 41,033 | (5,477) | (2,590) | |||||||||
Income Tax Disclosure [Line Items] | ||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (47,198) | 3,733 | (11,880) | |||||||||
Other loss | 41,033 | (5,477) | (2,590) | |||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (177,661) | $ (30,666) | $ (114,880) | $ (9,361) | $ (100,236) | $ (145,546) | $ (159,256) | $ (323,207) | $ (168,616) | (353,323) | (248,432) | (236,513) |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (347,158) | (246,688) | $ (222,043) | |||||||||
Revision of Prior Period, Error Correction, Adjustment | ||||||||||||
Income Tax Disclosure [Line Items] | ||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (144,753) | (23,790) | (55,632) | (21,836) | (26,187) | (79,422) | (26,187) | (224,175) | (48,022) | (47,656) | ||
Previously Reported | ||||||||||||
Income Tax Disclosure [Line Items] | ||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (32,908) | $ (6,876) | $ (59,248) | $ 12,475 | $ (74,049) | $ (66,124) | $ (133,069) | $ (99,032) | $ (120,594) | $ (109,109) | $ (200,776) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the statutory tax rate to effective tax rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||||||||
Loss before tax: | $ (177,661) | $ (30,666) | $ (114,880) | $ (9,361) | $ (100,236) | $ (145,546) | $ (159,256) | $ (323,207) | $ (168,616) | $ (353,323) | $ (248,432) | $ (236,513) |
RATE | ||||||||||||
Statutory rate | 19.00% | 19.00% | 19.00% | |||||||||
Effect of different tax rates | 1.80% | (4.00%) | (1.20%) | |||||||||
Valuation Allowances | (21.10%) | (17.60%) | (18.00%) | |||||||||
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent | 6.60% | (0.20%) | (0.30%) | |||||||||
Other permanent differences | (1.90%) | (0.90%) | (0.40%) | |||||||||
Non-deductible transaction costs | (1.40%) | (1.70%) | 0.00% | |||||||||
Withholding tax | (0.20%) | (0.50%) | (0.20%) | |||||||||
Tax indemnity | 0.00% | 3.00% | (2.70%) | |||||||||
Sale of Subsidiary | 0.00% | 0.00% | 2.20% | |||||||||
Other | (0.10%) | (0.20%) | (0.80%) | |||||||||
Effective rate | 0.80% | (4.10%) | (2.40%) | |||||||||
Effective Income Tax Rate Reconciliation Change In Base Erosion And Anti Abuse Tax Rate Percent | (1.90%) | (0.90%) | 0.00% | |||||||||
Income Tax Expense (Benefit) | 4,325 | (5,385) | 14,753 | 1,644 | 3,712 | 9,368 | 3,952 | 13,693 | 5,596 | $ (2,698) | $ 10,201 | $ 5,649 |
Income Tax Disclosure [Line Items] | ||||||||||||
Withholding tax | (0.20%) | (0.50%) | (0.20%) | |||||||||
Non-deductible transaction costs | (1.40%) | (1.70%) | 0.00% | |||||||||
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent | 6.60% | (0.20%) | (0.30%) | |||||||||
Effective Income Tax Rate Reconciliation, Percent | 0.80% | (4.10%) | (2.40%) | |||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (177,661) | (30,666) | (114,880) | (9,361) | (100,236) | (145,546) | (159,256) | (323,207) | (168,616) | $ (353,323) | $ (248,432) | $ (236,513) |
Income Tax Expense (Benefit) | 4,325 | (5,385) | 14,753 | 1,644 | 3,712 | 9,368 | 3,952 | 13,693 | 5,596 | $ (2,698) | $ 10,201 | $ 5,649 |
Statutory rate | 19.00% | 19.00% | 19.00% | |||||||||
Effect of different tax rates | 1.80% | (4.00%) | (1.20%) | |||||||||
Effective Income Tax Rate Reconciliation Change In Base Erosion And Anti Abuse Tax Rate Percent | (1.90%) | (0.90%) | 0.00% | |||||||||
Valuation Allowances | (21.10%) | (17.60%) | (18.00%) | |||||||||
Other permanent differences | (1.90%) | (0.90%) | (0.40%) | |||||||||
Effective Income Tax Rate Reconciliation, Tax Settlement, Percent | 0.00% | 3.00% | (2.70%) | |||||||||
Sale of Subsidiary | 0.00% | 0.00% | 2.20% | |||||||||
Other | (0.10%) | (0.20%) | (0.80%) | |||||||||
Previously Reported | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Loss before tax: | (32,908) | (6,876) | (59,248) | 12,475 | (74,049) | (66,124) | (133,069) | (99,032) | (120,594) | $ (109,109) | $ (200,776) | |
RATE | ||||||||||||
Income Tax Expense (Benefit) | 4,325 | (5,385) | 14,753 | 1,644 | 3,712 | 9,368 | 3,952 | 13,693 | 5,596 | (2,799) | 10,201 | |
Income Tax Disclosure [Line Items] | ||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (32,908) | (6,876) | (59,248) | 12,475 | (74,049) | (66,124) | (133,069) | (99,032) | (120,594) | (109,109) | (200,776) | |
Income Tax Expense (Benefit) | 4,325 | (5,385) | 14,753 | 1,644 | 3,712 | 9,368 | 3,952 | 13,693 | 5,596 | $ (2,799) | 10,201 | |
Revision of Prior Period, Error Correction, Adjustment | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Loss before tax: | (144,753) | (23,790) | (55,632) | (21,836) | (26,187) | (79,422) | (26,187) | (224,175) | (48,022) | (47,656) | ||
RATE | ||||||||||||
Income Tax Expense (Benefit) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Income Tax Disclosure [Line Items] | ||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (144,753) | (23,790) | (55,632) | (21,836) | (26,187) | (79,422) | (26,187) | (224,175) | (48,022) | (47,656) | ||
Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Income taxes - Tax effects of t
Income taxes - Tax effects of the significant components of temporary differences (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||||
Accounts receivable | $ 1,550 | $ 1,346 | ||
Accrued expenses | 4,078 | 4,461 | ||
Deferred revenue | 11,956 | 2,679 | ||
Other assets | 14,561 | 5,721 | ||
Unrealized gain/loss | 208 | 94 | ||
Deferred Tax Assets, Property, Plant and Equipment | 6,237 | 0 | ||
Debt issuance costs | 14,879 | 3,176 | ||
Deferred Tax Assets, Goodwill and Intangible Assets | 123,175 | 0 | ||
Operating losses and tax attributes | 368,670 | 185,955 | ||
Total deferred tax assets | 545,314 | 203,432 | ||
Valuation allowances | (367,962) | (173,259) | $ (133,856) | $ (92,944) |
Net deferred tax assets | 177,352 | 30,173 | ||
Other identifiable intangible assets, net | (442,275) | (32,834) | ||
Other liabilities | (72,210) | (21,012) | ||
Goodwill | 0 | (4,233) | ||
Fixed assets, net | 0 | (1,153) | ||
Total deferred tax liabilities | (514,485) | (59,232) | ||
Net deferred tax liabilities | (337,133) | (29,059) | ||
Income Tax Disclosure [Line Items] | ||||
Valuation allowances | 367,962 | 173,259 | 133,856 | $ 92,944 |
Accounts receivable | 1,550 | 1,346 | ||
Accrued expenses | 4,078 | 4,461 | ||
Deferred revenue | 11,956 | 2,679 | ||
Other assets | 14,561 | 5,721 | ||
Unrealized gain/loss | 208 | 94 | ||
Deferred Tax Assets, Property, Plant and Equipment | 6,237 | 0 | ||
Debt issuance costs | 14,879 | 3,176 | ||
Deferred Tax Assets, Goodwill and Intangible Assets | 123,175 | 0 | ||
Operating losses and tax attributes | 368,670 | 185,955 | ||
Deferred Tax Assets, Gross | 545,314 | 203,432 | ||
Deferred Tax Assets, Net of Valuation Allowance | 177,352 | 30,173 | ||
Deferred Tax Liabilities, Intangible Assets | 442,275 | 32,834 | ||
Deferred Tax Liabilities, Other | 72,210 | 21,012 | ||
Deferred Tax Liabilities, Goodwill | 0 | 4,233 | ||
Deferred Tax Liabilities, Property, Plant and Equipment | 0 | 1,153 | ||
Deferred Tax Liabilities, Gross | 514,485 | 59,232 | ||
Deferred Tax Liabilities, Net | 337,133 | 29,059 | ||
Revision of Prior Period, Error Correction, Adjustment | ||||
Income Tax Disclosure [Abstract] | ||||
Accounts receivable | 0 | |||
Accrued expenses | 0 | |||
Deferred revenue | 0 | |||
Other assets | 0 | |||
Unrealized gain/loss | 0 | |||
Deferred Tax Assets, Property, Plant and Equipment | 0 | |||
Debt issuance costs | 0 | |||
Deferred Tax Assets, Goodwill and Intangible Assets | 0 | |||
Operating losses and tax attributes | 8,102 | |||
Total deferred tax assets | 8,102 | |||
Valuation allowances | (8,102) | 0 | ||
Net deferred tax assets | 0 | |||
Other identifiable intangible assets, net | 0 | |||
Other liabilities | 0 | |||
Goodwill | 0 | |||
Fixed assets, net | 0 | |||
Total deferred tax liabilities | 0 | |||
Net deferred tax liabilities | 0 | |||
Income Tax Disclosure [Line Items] | ||||
Valuation allowances | 8,102 | 0 | ||
Accounts receivable | 0 | |||
Accrued expenses | 0 | |||
Deferred revenue | 0 | |||
Other assets | 0 | |||
Unrealized gain/loss | 0 | |||
Deferred Tax Assets, Property, Plant and Equipment | 0 | |||
Debt issuance costs | 0 | |||
Deferred Tax Assets, Goodwill and Intangible Assets | 0 | |||
Operating losses and tax attributes | 8,102 | |||
Deferred Tax Assets, Gross | 8,102 | |||
Deferred Tax Assets, Net of Valuation Allowance | 0 | |||
Deferred Tax Liabilities, Intangible Assets | 0 | |||
Deferred Tax Liabilities, Other | 0 | |||
Deferred Tax Liabilities, Goodwill | 0 | |||
Deferred Tax Liabilities, Property, Plant and Equipment | 0 | |||
Deferred Tax Liabilities, Gross | 0 | |||
Deferred Tax Liabilities, Net | 0 | |||
Previously Reported | ||||
Income Tax Disclosure [Abstract] | ||||
Accounts receivable | 1,564 | 1,346 | ||
Accrued expenses | 4,271 | 4,461 | ||
Deferred revenue | 12,020 | 2,679 | ||
Other assets | 11,230 | 5,721 | ||
Unrealized gain/loss | 208 | 94 | ||
Deferred Tax Assets, Property, Plant and Equipment | 6,298 | 0 | ||
Debt issuance costs | 14,879 | 3,176 | ||
Deferred Tax Assets, Goodwill and Intangible Assets | 125,880 | 0 | ||
Operating losses and tax attributes | 355,334 | 177,853 | ||
Total deferred tax assets | 531,684 | 195,330 | ||
Valuation allowances | (354,409) | (165,157) | (133,856) | |
Net deferred tax assets | 177,275 | 30,173 | ||
Other identifiable intangible assets, net | (437,540) | (32,834) | ||
Other liabilities | (72,210) | (21,012) | ||
Goodwill | 0 | (4,233) | ||
Fixed assets, net | 0 | (1,153) | ||
Total deferred tax liabilities | (509,750) | (59,232) | ||
Net deferred tax liabilities | (332,475) | (29,059) | ||
Income Tax Disclosure [Line Items] | ||||
Valuation allowances | 354,409 | 165,157 | $ 133,856 | |
Accounts receivable | 1,564 | 1,346 | ||
Accrued expenses | 4,271 | 4,461 | ||
Deferred revenue | 12,020 | 2,679 | ||
Other assets | 11,230 | 5,721 | ||
Unrealized gain/loss | 208 | 94 | ||
Deferred Tax Assets, Property, Plant and Equipment | 6,298 | 0 | ||
Debt issuance costs | 14,879 | 3,176 | ||
Deferred Tax Assets, Goodwill and Intangible Assets | 125,880 | 0 | ||
Operating losses and tax attributes | 355,334 | 177,853 | ||
Deferred Tax Assets, Gross | 531,684 | 195,330 | ||
Deferred Tax Assets, Net of Valuation Allowance | 177,275 | 30,173 | ||
Deferred Tax Liabilities, Intangible Assets | 437,540 | 32,834 | ||
Deferred Tax Liabilities, Other | 72,210 | 21,012 | ||
Deferred Tax Liabilities, Goodwill | 0 | 4,233 | ||
Deferred Tax Liabilities, Property, Plant and Equipment | 0 | 1,153 | ||
Deferred Tax Liabilities, Gross | 509,750 | 59,232 | ||
Deferred Tax Liabilities, Net | 332,475 | 29,059 | ||
Revision Of Prior Period Error Correction Adjustment Amd No 1 | ||||
Income Tax Disclosure [Abstract] | ||||
Accounts receivable | 0 | |||
Accrued expenses | 0 | |||
Deferred revenue | 0 | |||
Other assets | 0 | |||
Unrealized gain/loss | 0 | |||
Deferred Tax Assets, Property, Plant and Equipment | 0 | |||
Debt issuance costs | 0 | |||
Deferred Tax Assets, Goodwill and Intangible Assets | 0 | |||
Operating losses and tax attributes | 4,946 | |||
Total deferred tax assets | 4,946 | |||
Valuation allowances | (4,946) | (8,102) | ||
Net deferred tax assets | 0 | |||
Other identifiable intangible assets, net | 0 | |||
Other liabilities | 0 | |||
Goodwill | 0 | |||
Fixed assets, net | 0 | |||
Total deferred tax liabilities | 0 | |||
Net deferred tax liabilities | 0 | |||
Income Tax Disclosure [Line Items] | ||||
Valuation allowances | 4,946 | 8,102 | ||
Accounts receivable | 0 | |||
Accrued expenses | 0 | |||
Deferred revenue | 0 | |||
Other assets | 0 | |||
Unrealized gain/loss | 0 | |||
Deferred Tax Assets, Property, Plant and Equipment | 0 | |||
Debt issuance costs | 0 | |||
Deferred Tax Assets, Goodwill and Intangible Assets | 0 | |||
Operating losses and tax attributes | 4,946 | |||
Deferred Tax Assets, Gross | 4,946 | |||
Deferred Tax Assets, Net of Valuation Allowance | 0 | |||
Deferred Tax Liabilities, Intangible Assets | 0 | |||
Deferred Tax Liabilities, Other | 0 | |||
Deferred Tax Liabilities, Goodwill | 0 | |||
Deferred Tax Liabilities, Property, Plant and Equipment | 0 | |||
Deferred Tax Liabilities, Gross | 0 | |||
Deferred Tax Liabilities, Net | 0 | |||
Revision Of Prior Period Error Correction Adjustment Amd No 2 | ||||
Income Tax Disclosure [Abstract] | ||||
Accounts receivable | (14) | |||
Accrued expenses | (193) | |||
Deferred revenue | (64) | |||
Other assets | 3,331 | |||
Unrealized gain/loss | 0 | |||
Deferred Tax Assets, Property, Plant and Equipment | (62) | |||
Debt issuance costs | 0 | |||
Deferred Tax Assets, Goodwill and Intangible Assets | (2,705) | |||
Operating losses and tax attributes | 8,390 | |||
Total deferred tax assets | 8,684 | |||
Valuation allowances | (8,607) | 0 | ||
Net deferred tax assets | 77 | |||
Other identifiable intangible assets, net | (4,735) | |||
Other liabilities | 0 | |||
Goodwill | 0 | |||
Fixed assets, net | 0 | |||
Total deferred tax liabilities | (4,735) | |||
Net deferred tax liabilities | (4,658) | |||
Income Tax Disclosure [Line Items] | ||||
Valuation allowances | 8,607 | $ 0 | ||
Accounts receivable | (14) | |||
Accrued expenses | (193) | |||
Deferred revenue | (64) | |||
Other assets | 3,331 | |||
Unrealized gain/loss | 0 | |||
Deferred Tax Assets, Property, Plant and Equipment | (62) | |||
Debt issuance costs | 0 | |||
Deferred Tax Assets, Goodwill and Intangible Assets | (2,705) | |||
Operating losses and tax attributes | 8,390 | |||
Deferred Tax Assets, Gross | 8,684 | |||
Deferred Tax Assets, Net of Valuation Allowance | 77 | |||
Deferred Tax Liabilities, Intangible Assets | 4,735 | |||
Deferred Tax Liabilities, Other | 0 | |||
Deferred Tax Liabilities, Goodwill | 0 | |||
Deferred Tax Liabilities, Property, Plant and Equipment | 0 | |||
Deferred Tax Liabilities, Gross | 4,735 | |||
Deferred Tax Liabilities, Net | $ 4,658 |
Income taxes - Balance Sheet Pr
Income taxes - Balance Sheet Presentation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Income Tax Disclosure [Abstract] | |||||||
Deferred income taxes | $ 29,863 | $ 25,520 | $ 17,161 | $ 15,646 | $ 19,488 | $ 19,808 | $ 18,072 |
Deferred income taxes | 366,996 | $ 95,527 | $ 86,247 | $ 94,638 | 48,547 | $ 39,256 | $ 42,582 |
Deferred tax liability | $ 337,133 | $ 29,059 |
Income taxes - Deferred tax ass
Income taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | ||||
Valuation allowances | $ 367,962 | $ 173,259 | $ 133,856 | $ 92,944 |
Change in deferred tax assets valuation allowance | 194,703 | $ (39,403) | ||
Internal Revenue Service (IRS) | ||||
Income Tax Disclosure [Line Items] | ||||
Tax Cuts and Jobs Act, Income Tax Expense (Benefit) | 2,237 | |||
Administration of the Treasury, Belgium | ||||
Income Tax Disclosure [Line Items] | ||||
Change enacted tax rate amount | $ 14,290 | |||
National Tax Agency, Japan | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 67,281 | |||
All Other Foreign Jurisdictions | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 132,983 | |||
U.S. State | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 450,522 | |||
U.S. Federal | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 609,603 |
Income Taxes - Deferred Tax Val
Income Taxes - Deferred Tax Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | |||
Change Charged to CTA | $ 1,787 | $ 447 | $ 381 |
Valuation Allowance, Charge to Goodwill | 140,805 | 0 | 0 |
Change Charged to Expense/(Income) | 52,111 | 38,956 | 41,629 |
Valuation allowances | 367,962 | 173,259 | 133,856 |
Valuation Allowance [Roll Forward] | |||
Beginning Balance, January 1 | 173,259 | 133,856 | 92,944 |
Change Charged to Expense/(Income) | 52,111 | 38,956 | 41,629 |
Change Charged to CTA | 1,787 | 447 | 381 |
Change Charged to OCI | (1,098) | ||
Valuation Allowance, Charge to Goodwill | 140,805 | 0 | 0 |
Ending Balance, December 31 | 367,962 | 173,259 | 133,856 |
Change in deferred tax assets valuation allowance | 194,703 | (39,403) | |
U.S. State | |||
Valuation Allowance [Roll Forward] | |||
Operating loss carryforwards | 450,522 | ||
UK State | |||
Valuation Allowance [Roll Forward] | |||
Operating loss carryforwards | 519,968 | ||
Revision of Prior Period, Error Correction, Adjustment | |||
Income Tax Disclosure [Line Items] | |||
Change Charged to CTA | 0 | ||
Valuation Allowance, Charge to Goodwill | 0 | ||
Change Charged to Expense/(Income) | 8,102 | ||
Valuation allowances | 8,102 | 0 | |
Valuation Allowance [Roll Forward] | |||
Beginning Balance, January 1 | 8,102 | 0 | |
Change Charged to Expense/(Income) | 8,102 | ||
Change Charged to CTA | 0 | ||
Valuation Allowance, Charge to Goodwill | 0 | ||
Ending Balance, December 31 | 8,102 | 0 | |
Previously Reported | |||
Income Tax Disclosure [Line Items] | |||
Change Charged to CTA | 1,667 | 447 | |
Valuation Allowance, Charge to Goodwill | 137,601 | 0 | |
Change Charged to Expense/(Income) | 49,984 | 30,854 | |
Valuation allowances | 354,409 | 165,157 | 133,856 |
Valuation Allowance [Roll Forward] | |||
Beginning Balance, January 1 | 165,157 | 133,856 | |
Change Charged to Expense/(Income) | 49,984 | 30,854 | |
Change Charged to CTA | 1,667 | 447 | |
Valuation Allowance, Charge to Goodwill | 137,601 | 0 | |
Ending Balance, December 31 | 354,409 | 165,157 | $ 133,856 |
Revision Of Prior Period Error Correction Adjustment Amd No 1 | |||
Income Tax Disclosure [Line Items] | |||
Change Charged to CTA | 0 | ||
Valuation Allowance, Charge to Goodwill | 0 | ||
Change Charged to Expense/(Income) | (3,156) | ||
Valuation allowances | 4,946 | 8,102 | |
Valuation Allowance [Roll Forward] | |||
Beginning Balance, January 1 | 8,102 | ||
Change Charged to Expense/(Income) | (3,156) | ||
Change Charged to CTA | 0 | ||
Valuation Allowance, Charge to Goodwill | 0 | ||
Ending Balance, December 31 | 4,946 | 8,102 | |
Revision Of Prior Period Error Correction Adjustment Amd No 2 | |||
Income Tax Disclosure [Line Items] | |||
Change Charged to CTA | 120 | ||
Valuation Allowance, Charge to Goodwill | 3,204 | ||
Change Charged to Expense/(Income) | 5,283 | ||
Valuation allowances | 8,607 | 0 | |
Valuation Allowance [Roll Forward] | |||
Beginning Balance, January 1 | 0 | ||
Change Charged to Expense/(Income) | 5,283 | ||
Change Charged to CTA | 120 | ||
Valuation Allowance, Charge to Goodwill | 3,204 | ||
Ending Balance, December 31 | $ 8,607 | $ 0 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits, Beginning Balance | $ 1,145 | $ 1,450 | $ 91 |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 12,098 | 0 | 1,339 |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 518 | 412 | 72 |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | (40) | 0 | (52) |
Unrecognized Tax Benefits Reductions Resulting From Payment | 0 | (717) | 0 |
Unrecognized Tax Benefits, Ending Balance | 13,721 | 1,145 | $ 1,450 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 5,454 | 354 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 16,500 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 13,721 | $ 1,145 | |
Unrecognized Tax Benefits, Increase Resulting from Acquisition | $ 12,098 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) | May 13, 2019 | Dec. 31, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Earnings Per Share [Abstract] | ||||
Conversion ratio | 132.13667 | 1 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 80,873,293 | 24,524,698 | ||
2019 Incentive Award Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 32,966,127 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basic/Diluted EPS | |||||||||||||||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | $ (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (242,162) | ||||||||||||||
Basic and diluted weighted-average number of common shares outstanding (in shares) | 387,845,438 | 375,877,260 | 343,129,833 | 264,762,720 | 359,503,556 | 241,275,061 | 369,019,802 | 262,894,388 | 427,023,558 | 273,883,342 | 217,472,870 | ||||
Basic and diluted (usd per share) | $ (0.02) | $ (0.47) | $ (0.07) | $ (0.38) | $ (0.39) | $ (0.43) | $ (0.68) | $ (0.91) | $ (0.66) | $ (0.82) | $ (0.94) | $ (1.11) | |||
Diluted (usd per share) | $ (0.28) | $ (0.04) | $ (0.39) | $ (0.68) | $ (0.66) | $ (0.82) | $ (0.94) | $ (1.11) |
Other Operating Income, Net (De
Other Operating Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | ||||||||||||
Net gain on sale of business and other assets | $ 28,140 | $ 0 | $ 36,072 | |||||||||
Tax indemnity asset | 0 | 0 | (33,819) | |||||||||
Net foreign exchange gain (loss) | 19,771 | (191) | 3,574 | |||||||||
Other operating income, net | $ (138) | $ 8,781 | $ 6,032 | $ 2,057 | $ 6,607 | $ 14,813 | $ 990 | $ 14,675 | $ 3,047 | 52,381 | 4,826 | 6,379 |
Other Operating Income | $ 4,470 | $ 5,017 | $ 552 |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Percentage payment of calculated tax savings to pre-business combination equity holders | 85.00% |
Total maximum payments related to the TRA | $ 507,326,000 |
Deferred tax receivable agreement | 30,000,000 |
Maximum charges under the TRA as a result of basis adjustments under the Internal Revenue Code | 134,377,000 |
Maximum charges under the TRA related to the utilization of NOL and credit carryforwards | 108,350,000 |
TRA termination payment | 200,000 |
Gain on TRA | 64,600 |
Tax Agreement payable | $ 0 |
Product and Geographic Sales _3
Product and Geographic Sales Information - Narrative (Details) - segments | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue | |||
Number of reportable segment | 2 | ||
Revenue | Customer Concentration Risk | Largest Customers | |||
Disaggregation of Revenue | |||
Concentration risk | 6.00% | 5.00% | 6.00% |
Revenue | Customer Concentration Risk | UNITED STATES | |||
Disaggregation of Revenue | |||
Concentration risk | 45.00% | 43.00% | 37.00% |
Maximum | Revenue | Customer Concentration Risk | |||
Disaggregation of Revenue | |||
Concentration risk | 1.00% |
Product and Geographic Sales _4
Product and Geographic Sales Information - Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue | |||||||||||||||
Revenues | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 255,013 | $ 242,998 | $ 242,309 | $ 234,025 | $ 514,092 | $ 476,334 | $ 798,452 | $ 719,332 | $ 1,254,047 | $ 974,345 | $ 968,468 |
IPM Product Line | |||||||||||||||
Disaggregation of Revenue | |||||||||||||||
Revenues | 20,450 | ||||||||||||||
Science Segment | |||||||||||||||
Disaggregation of Revenue | |||||||||||||||
Revenues | 736,765 | 547,542 | 526,164 | ||||||||||||
Intellectual Property Segment (As Restated) | |||||||||||||||
Disaggregation of Revenue | |||||||||||||||
Revenues | $ 517,282 | $ 426,803 | $ 442,304 |
Product and Geographic Sales _5
Product and Geographic Sales Information - Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||||||
Total Adjusted EBITDA | $ 486,600 | $ 294,065 | $ 272,861 | ||||||||||||
Benefit (provision) for income taxes | $ (4,325) | $ 5,385 | $ (14,753) | $ (1,644) | $ (3,712) | $ (9,368) | $ (3,952) | $ (13,693) | $ (5,596) | 2,698 | (10,201) | (5,649) | |||
Depreciation and amortization | (51,441) | (107,586) | (101,220) | (176,200) | (145,157) | (303,150) | (200,542) | (237,225) | |||||||
Interest, net | (20,244) | (21,122) | (30,940) | (23,369) | (37,468) | (52,062) | (70,569) | (72,306) | (93,938) | (111,914) | (157,689) | (130,805) | |||
Transition services agreement costs | (650) | (10,481) | (55,764) | ||||||||||||
Transition, transformation and integration expense | (3,440) | (24,372) | (69,185) | ||||||||||||
Deferred revenues adjustment | (23,101) | (438) | (3,152) | ||||||||||||
Transaction related costs | (99,286) | (46,214) | (2,457) | ||||||||||||
Share-based compensation expense | 0 | (70,472) | (51,383) | (13,715) | |||||||||||
Gain on sale of assets | 28,140 | 0 | 36,072 | ||||||||||||
Tax indemnity asset | 0 | 0 | (33,819) | ||||||||||||
Restructuring | (3,192) | (15,846) | (7,754) | (23,600) | (26,792) | (56,138) | (15,670) | 0 | |||||||
Legal settlement | 39,399 | 0 | 0 | 39,399 | 0 | 39,399 | 0 | ||||||||
Impairment on assets held for sale | 0 | (18,431) | 0 | ||||||||||||
Other | 5,150 | (9,020) | (5,221) | ||||||||||||
Net income attributable to Clarivate | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | $ (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | (350,625) | (258,633) | (242,162) |
IPM Product Line | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
IPM adjusted operating margin | 0 | 0 | 5,897 | ||||||||||||
Science Segment | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Total Adjusted EBITDA | 344,000 | 240,602 | 227,709 | ||||||||||||
Intellectual Property Segment (As Restated) | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Total Adjusted EBITDA | $ 142,600 | $ 53,463 | $ 45,152 |
Product and Geographic Sales _6
Product and Geographic Sales Information - Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 255,013 | $ 242,998 | $ 242,309 | $ 234,025 | $ 514,092 | $ 476,334 | $ 798,452 | $ 719,332 | $ 1,254,047 | $ 974,345 | $ 968,468 |
Deferred revenues adjustment | (23,101) | (438) | (3,152) | ||||||||||||
Americas | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 631,222 | 463,041 | 475,897 | ||||||||||||
Europe/Middle East/Africa | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 365,599 | 278,738 | 273,744 | ||||||||||||
APAC | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 280,327 | $ 233,004 | $ 221,979 |
Product and Geographic Sales _7
Product and Geographic Sales Information - Assets by Geography (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | $ 14,790,698 | $ 3,193,359 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | 3,238,734 | 992,469 |
Europe/Middle East/Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | 10,859,341 | 2,099,777 |
APAC | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | $ 692,623 | $ 101,113 |
Product and Geographic Sales _8
Product and Geographic Sales Information - Revenue by Product Group (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 255,013 | $ 242,998 | $ 242,309 | $ 234,025 | $ 514,092 | $ 476,334 | $ 798,452 | $ 719,332 | $ 1,254,047 | $ 974,345 | $ 968,468 |
Deferred revenues adjustment | $ 23,101 | $ 438 | 3,152 | ||||||||||||
IPM Product Line | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 20,450 |
Commitments and Contingencies -
Commitments and Contingencies - Contingencies (Details) - USD ($) $ in Thousands | Feb. 28, 2020 | Mar. 31, 2020 | Dec. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 01, 2020 | Mar. 15, 2018 | Jun. 01, 2017 |
Commitments and Contingencies | |||||||||||
Contingent purchase price paid | $ 4,115 | $ 4,115 | $ 4,115 | $ 7,816 | $ 2,371 | $ 2,470 | |||||
Write off of accumulated foreign currency impacts | $ 33,819 | ||||||||||
Recurring | |||||||||||
Commitments and Contingencies | |||||||||||
Contingent stock liability | 130,594 | ||||||||||
Level 3 | Recurring | |||||||||||
Commitments and Contingencies | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Payment Earn Out Liability | (8,000) | ||||||||||
Publons | |||||||||||
Commitments and Contingencies | |||||||||||
Additional payments to acquire business | $ 9,500 | ||||||||||
Contingent stock liability | 2,960 | 0 | 3,100 | 2,960 | |||||||
Kopernio | |||||||||||
Commitments and Contingencies | |||||||||||
Additional payments to acquire business | 2,184 | $ 3,500 | |||||||||
Contingent purchase price paid | 3,701 | ||||||||||
TrademarkVision | |||||||||||
Commitments and Contingencies | |||||||||||
Contingent stock liability | $ 4,115 | $ 0 | $ 8,000 | $ 4,115 | |||||||
DRG | |||||||||||
Commitments and Contingencies | |||||||||||
Newly issued ordinary shares (in shares) | 2,895,638 | ||||||||||
Decision Resources Group | |||||||||||
Commitments and Contingencies | |||||||||||
Additional payments to acquire business | $ 58,897 | $ 86,029 | |||||||||
Contingent stock liability | $ 58,897 | ||||||||||
Increase in contingent consideration | $ 27,132 | ||||||||||
Newly issued ordinary shares (in shares) | 2,895,638 | 2,895,638 | |||||||||
CPA Global | |||||||||||
Commitments and Contingencies | |||||||||||
Additional payments to acquire business | $ 44,565 | ||||||||||
Contingent stock liability | $ 46,485 | ||||||||||
Increase in contingent consideration | $ (1,920) | ||||||||||
Newly issued ordinary shares (in shares) | 1,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Unconditional Purchase Obligations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Unconditional purchase obligations | |
Payments towards purchase obligations | $ 39,779 |
Future unconditional purchase obligations | |
2021 | 58,061 |
2022 | 36,018 |
2023 | 26,144 |
2024 | 24,367 |
Thereafter | 14,093 |
Total | $ 158,683 |
Related Party and Former Pare_2
Related Party and Former Parent Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Onex Partners Advisor LP | |||||
Related Party and Former Parent Transactions | |||||
Consulting fee in operating expenses | $ 0 | $ 470 | $ 920 | ||
Interest per annum | 0.10% | ||||
Interest expense | 0 | $ 327 | 905 | ||
Outstanding liability | 4 | 3 | 450 | ||
Management fee | $ 5,400 | ||||
Baring | |||||
Related Party and Former Parent Transactions | |||||
Consulting fee in operating expenses | 0 | 246 | 669 | ||
Outstanding liability | 0 | 0 | |||
Management fee | $ 2,100 | ||||
Controlled Affiliate Of Baring [Member] | |||||
Related Party and Former Parent Transactions | |||||
Outstanding liability | 237 | 160 | 158 | ||
Payments to related party for supplies | 830 | 765 | 691 | ||
Chief Executive Officer | |||||
Related Party and Former Parent Transactions | |||||
Outstanding liability | 0 | 10 | |||
Amounts of transaction | 0 | 756 | |||
Member of key management | |||||
Related Party and Former Parent Transactions | |||||
Outstanding liability | 0 | 332 | |||
Amounts of transaction | 0 | 278 | $ 865 | ||
Leonard Green 1 | |||||
Related Party and Former Parent Transactions | |||||
Outstanding liability | 0 | ||||
Payments to related party for supplies | 295 | ||||
Revenue from Related Parties | 129 | ||||
Due from Related Parties | 31 | ||||
Leonard Green 2 | |||||
Related Party and Former Parent Transactions | |||||
Outstanding liability | 0 | ||||
Payments to related party for supplies | 6,934 | ||||
Revenue from Related Parties | 10,857 | ||||
Due from Related Parties | 54,656 | ||||
Leonard Green 3 | |||||
Related Party and Former Parent Transactions | |||||
Outstanding liability | 1,995 | ||||
Payments to related party for supplies | 1,817 | ||||
Revenue from Related Parties | 136 | ||||
Due from Related Parties | 264 | ||||
McKinsey & Company | |||||
Related Party and Former Parent Transactions | |||||
Revenue from Related Parties | 1,497 | 33 | |||
Due from Related Parties | $ 100 | $ 4 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | $ 0 | $ 4,771 | $ 4,880 | $ 5,212 | $ 0 | $ 0 |
Science Segment | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 13,559 | 6,924 | ||||
Intellectual Property Segment (As Restated) | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 13,087 | 8,746 | ||||
Operation Simplification and Optimization Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Reserve Balance as of December 31, 2019 | 9,506 | 9,506 | 9,506 | 9,506 | ||
Expenses recorded | 26,647 | 15,670 | ||||
Payments made | (24,676) | |||||
Noncash items and other adjustments | (5,516) | |||||
Reserve Balance as of December 31, 2020 | 5,961 | 9,506 | ||||
DRG Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Reserve Balance as of December 31, 2019 | 0 | 0 | 0 | 0 | ||
Expenses recorded | 6,597 | |||||
Payments made | (5,242) | |||||
Noncash items and other adjustments | (374) | |||||
Reserve Balance as of December 31, 2020 | 981 | 0 | ||||
DRG Acquisition Integration Program | Science Segment | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 3,286 | |||||
DRG Acquisition Integration Program | Intellectual Property Segment (As Restated) | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 3,311 | |||||
CPA Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Reserve Balance as of December 31, 2019 | 0 | 0 | 0 | 0 | ||
Expenses recorded | 22,895 | |||||
Payments made | (842) | |||||
Noncash items and other adjustments | 1,192 | |||||
Reserve Balance as of December 31, 2020 | 23,245 | 0 | ||||
Expected restructuring expense | 82,415 | |||||
CPA Acquisition Integration Program | Science Segment | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 7,414 | |||||
CPA Acquisition Integration Program | Intellectual Property Segment (As Restated) | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 6,938 | |||||
Lease exit costs | Operation Simplification and Optimization Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 986 | |||||
Noncash items and other adjustments | 326 | |||||
Lease exit costs | DRG Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 977 | |||||
Lease exit costs | CPA Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 421 | |||||
Severance and Related Benefit Cost | Operation Simplification and Optimization Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Reserve Balance as of December 31, 2019 | 9,506 | 9,506 | 9,506 | 9,506 | ||
Expenses recorded | 16,069 | 15,424 | ||||
Payments made | (20,435) | |||||
Noncash items and other adjustments | 228 | |||||
Reserve Balance as of December 31, 2020 | 5,368 | 9,506 | ||||
Severance and Related Benefit Cost | DRG Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Reserve Balance as of December 31, 2019 | 0 | 0 | 0 | 0 | ||
Expenses recorded | 5,133 | |||||
Payments made | (4,392) | |||||
Noncash items and other adjustments | 0 | |||||
Reserve Balance as of December 31, 2020 | 741 | 0 | ||||
Severance and Related Benefit Cost | CPA Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Reserve Balance as of December 31, 2019 | 0 | 0 | 0 | 0 | ||
Expenses recorded | 18,716 | |||||
Payments made | (591) | |||||
Noncash items and other adjustments | 1,478 | |||||
Reserve Balance as of December 31, 2020 | 19,603 | 0 | ||||
Exit and Disposal Costs | Operation Simplification and Optimization Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Reserve Balance as of December 31, 2019 | 0 | 0 | 0 | 0 | ||
Expenses recorded | 10,578 | |||||
Payments made | (4,241) | |||||
Noncash items and other adjustments | (5,744) | |||||
Reserve Balance as of December 31, 2020 | 593 | 0 | ||||
Exit and Disposal Costs | DRG Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Reserve Balance as of December 31, 2019 | 0 | 0 | 0 | 0 | ||
Expenses recorded | 1,464 | |||||
Payments made | (850) | |||||
Noncash items and other adjustments | (374) | |||||
Reserve Balance as of December 31, 2020 | 240 | 0 | ||||
Exit and Disposal Costs | CPA Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Reserve Balance as of December 31, 2019 | $ 0 | $ 0 | $ 0 | 0 | ||
Expenses recorded | 4,179 | |||||
Payments made | (251) | |||||
Noncash items and other adjustments | (286) | |||||
Reserve Balance as of December 31, 2020 | 3,642 | 0 | ||||
Exit and Disposal Activities | Operation Simplification and Optimization Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 4,567 | 246 | ||||
Exit and Disposal Activities | DRG Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 487 | |||||
Exit and Disposal Activities | CPA Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 3,472 | |||||
Lease Exist Cost Including Impairment | Operation Simplification and Optimization Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 6,011 | $ 0 | ||||
Lease Exist Cost Including Impairment | DRG Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 977 | |||||
Lease Exist Cost Including Impairment | CPA Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 707 | |||||
Impairment | Operation Simplification and Optimization Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 5,025 | |||||
Noncash items and other adjustments | 5,025 | |||||
Impairment | CPA Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses recorded | 286 | |||||
Noncash items and other adjustments | 286 | |||||
Contract Termination | Operation Simplification and Optimization Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Noncash items and other adjustments | 393 | |||||
Employee Severance | Operation Simplification and Optimization Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Noncash items and other adjustments | 228 | |||||
Employee Severance | CPA Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Noncash items and other adjustments | 1,200 | |||||
Other Restructuring | CPA Acquisition Integration Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Noncash items and other adjustments | $ 278 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summary of Quarterly Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Revenues | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 255,013 | $ 242,998 | $ 242,309 | $ 234,025 | $ 514,092 | $ 476,334 | $ 798,452 | $ 719,332 | $ 1,254,047 | $ 974,345 | $ 968,468 | |
Operating Income Loss excluding Legal Settlement | (3,555) | |||||||||||||||
Income (loss) from operations - (As Restated) | (9,621) | (12,664) | 14,246 | (28,308) | (16,431) | (3,555) | (36,581) | (25,920) | (14,062) | (62,500) | (26,726) | (66,055) | (36,347) | (82,486) | (105,708) | |
Net income (loss) - (As Restated) | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | $ (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) | |
Earnings per share: | ||||||||||||||||
Basic (usd per share) | $ (0.28) | $ (0.04) | $ (0.39) | $ (0.27) | $ (0.68) | $ (0.66) | ||||||||||
Diluted (usd per share) | $ (0.28) | $ (0.04) | (0.39) | (0.68) | (0.66) | $ (0.82) | $ (0.94) | $ (1.11) | ||||||||
Basic and diluted (usd per share) | $ (0.02) | $ (0.47) | $ (0.07) | $ (0.38) | $ (0.39) | $ (0.43) | $ (0.68) | $ (0.91) | $ (0.66) | $ (0.82) | $ (0.94) | $ (1.11) | ||||
Legal settlement | $ 39,399 | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||
Mark to Market Loss on Contingent Shares | $ 1,187 | $ 5,763 | $ 30,839 | $ 25,212 | $ 0 | |||||||||||
Other current assets | $ 10,528 | $ 79,150 | $ 18,672 | $ 18,960 | 22,099 | $ 11,750 | $ 10,528 | $ 12,577 | 18,960 | $ 12,577 | 18,672 | $ 10,528 | 79,150 | 11,750 | ||
Selling, General and Administrative Expense | (131,526) | (103,665) | (133,055) | (115,515) | (154,147) | (236,721) | (261,096) | (368,247) | (376,611) | (544,700) | (475,014) | $ (413,004) | ||||
Depreciation | $ (2,918) | $ (2,904) | $ (2,329) | $ (2,281) | $ (2,131) | $ (5,233) | $ (4,182) | $ (8,151) | $ (6,463) | $ (12,709) | $ (9,181) | $ (9,422) |
Quarterly Financial Data (Una_4
Quarterly Financial Data (Unaudited) - Restated Interim Condensed Consolidated Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Nov. 23, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Cash and cash equivalents | $ 257,730 | $ 601,075 | $ 608,522 | $ 308,021 | $ 76,130 | $ 88,812 | $ 43,063 | $ 25,575 | $ 53,186 | ||
Restricted cash | 14,678 | 567 | 2,010 | 2,850 | 9 | 9 | 9 | ||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | 737,733 | 238,638 | 279,160 | 343,177 | 333,858 | 226,997 | 270,584 | 331,295 | 317,808 | ||
Prepaid expenses | 58,273 | 49,240 | 51,440 | 52,101 | 40,710 | 34,927 | 39,238 | ||||
Other current assets | 79,150 | 18,672 | 18,960 | 22,099 | 11,750 | 10,528 | 12,577 | ||||
Assets held for sale | 0 | 36,059 | 0 | 0 | 30,619 | 0 | 0 | ||||
Total current assets | 1,147,564 | 944,251 | 960,092 | 728,248 | 493,076 | 361,273 | 365,471 | ||||
Property and equipment, net | 36,267 | 23,618 | 24,324 | 22,953 | 18,042 | 20,185 | 18,490 | ||||
Other intangible assets, net | 7,370,350 | 2,217,227 | 2,261,549 | 2,282,348 | 1,828,640 | 1,856,346 | 1,884,521 | ||||
Goodwill | 6,042,964 | $ 2,861 | 1,818,354 | 1,824,258 | 1,823,084 | 1,328,045 | 1,281,504 | 1,282,842 | 1,282,919 | ||
Other non-current assets | 31,334 | 21,836 | 22,178 | 22,818 | 18,632 | 19,368 | 23,890 | ||||
Deferred income taxes | 29,863 | 25,520 | 17,161 | 15,646 | 19,488 | 19,808 | 18,072 | ||||
Operating lease right-of-use assets | 132,356 | 99,908 | 100,622 | 103,995 | 85,448 | 91,809 | 94,950 | ||||
Total Assets | 14,790,698 | 5,150,714 | 5,210,184 | 4,999,092 | 3,791,371 | 3,650,293 | 3,688,236 | ||||
Accounts payable | 82,038 | 19,898 | 22,068 | 28,583 | 26,458 | 27,908 | 30,396 | ||||
Accrued expenses and other current liabilities | 569,682 | 253,341 | 228,474 | 239,661 | 159,217 | 162,303 | 126,843 | ||||
Current portion of deferred revenues | 707,318 | 326,098 | 424,187 | 472,101 | 407,325 | 330,786 | 404,753 | 391,102 | 361,260 | ||
Current portion of operating lease liability | 35,455 | 25,691 | 24,067 | 25,375 | 22,130 | 23,953 | 24,980 | ||||
Current portion of long-term debt | 28,600 | 12,600 | 12,600 | 12,600 | 9,000 | 15,345 | 15,345 | ||||
Liabilities held for sale | 0 | 25,048 | 0 | 0 | 26,868 | 0 | 0 | ||||
Total current liabilities | 1,423,093 | 662,676 | 711,396 | 778,320 | 650,998 | 560,295 | 602,317 | ||||
Long-term debt | 3,457,900 | 1,910,993 | 1,913,214 | 1,915,452 | 1,628,611 | 1,305,364 | 1,307,919 | ||||
Tax receivable agreement | 0 | 0 | 0 | 264,000 | 264,000 | ||||||
Non-current portion of deferred revenues | 41,399 | 24,080 | 19,116 | 18,774 | 19,723 | 21,299 | 22,236 | 17,112 | 15,796 | ||
Other non-current liabilities | 49,445 | 19,990 | 16,959 | 18,553 | 18,891 | 17,278 | 19,719 | ||||
Deferred income taxes | 366,996 | 95,527 | 86,247 | 94,638 | 48,547 | 39,256 | 42,582 | ||||
Operating lease liabilities | 104,324 | 79,147 | 80,663 | 80,229 | 64,189 | 69,694 | 72,171 | ||||
Total liabilities | 5,755,908 | 3,128,401 | 3,018,830 | 3,073,411 | 2,542,772 | 2,389,365 | 2,421,287 | ||||
Total shareholders’ equity | 9,034,790 | 2,022,313 | 2,191,354 | 1,925,681 | 1,248,599 | 1,260,928 | 1,266,949 | $ 990,772 | 1,050,607 | 1,286,106 | |
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 9,989,284 | 3,264,619 | 3,262,110 | 2,968,876 | 2,144,372 | 2,074,360 | 2,064,652 | ||||
Accumulated other comprehensive income (loss) | 492,382 | (5,193) | (15,629) | (13,349) | (4,879) | (6,959) | (2,235) | ||||
Accumulated deficit | (1,250,838) | (1,237,113) | (1,055,127) | (1,029,846) | (890,894) | (806,473) | (795,469) | ||||
Total Liabilities and Shareholders’ Equity | 14,790,698 | 5,150,714 | 5,210,184 | 4,999,092 | 3,791,371 | 3,650,293 | 3,688,236 | ||||
Balance at beginning of year | $ 8,745 | $ 9,744 | $ 11,074 | $ 15,072 | $ 16,511 | $ 16,392 | $ 17,192 | 14,076 | 8,495 | ||
Capital stock, par value (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Capital stock, outstanding (in shares) | 606,329,598 | 389,220,967 | 387,335,119 | 364,938,052 | 306,874,115 | 306,050,763 | 305,268,497 | ||||
Warrants and Rights Outstanding | $ 312,751 | $ 335,988 | $ 191,235 | $ 167,445 | $ 111,813 | $ 112,179 | $ 90,343 | ||||
Previously Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Cash and cash equivalents | 257,730 | 601,075 | 608,522 | 308,021 | 76,130 | 88,812 | 43,063 | 25,575 | |||
Restricted cash | 11,278 | 567 | 2,010 | 2,850 | 9 | 9 | 9 | ||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | 751,446 | 238,638 | 279,160 | 343,177 | 333,858 | 226,997 | 270,584 | ||||
Prepaid expenses | 58,770 | 49,240 | 51,440 | 52,101 | 40,710 | 34,927 | 39,238 | ||||
Other current assets | 248,781 | 18,672 | 18,960 | 22,099 | 11,750 | 10,528 | 12,577 | ||||
Assets held for sale | 0 | 36,059 | 0 | 0 | 30,619 | ||||||
Total current assets | 1,328,005 | 944,251 | 960,092 | 728,248 | 493,076 | 361,273 | 365,471 | ||||
Property and equipment, net | 36,267 | 23,618 | 24,324 | 22,953 | 18,042 | 20,185 | 18,490 | ||||
Other intangible assets, net | 7,370,350 | 2,217,227 | 2,261,549 | 2,282,348 | 1,828,640 | 1,856,346 | 1,884,521 | ||||
Goodwill | 6,252,636 | 1,818,354 | 1,824,258 | 1,823,084 | 1,328,045 | 1,281,504 | 1,282,842 | ||||
Other non-current assets | 47,944 | 21,836 | 22,178 | 22,818 | 18,632 | 19,368 | 23,890 | ||||
Deferred income taxes | 29,786 | 25,520 | 17,161 | 15,646 | 19,488 | 19,808 | 18,072 | ||||
Operating lease right-of-use assets | 132,356 | 99,908 | 100,622 | 103,995 | 85,448 | 91,809 | 94,950 | ||||
Total Assets | 15,197,344 | 5,150,714 | 5,210,184 | 4,999,092 | 3,791,371 | 3,650,293 | 3,688,236 | ||||
Accounts payable | 82,038 | 19,898 | 22,068 | 28,583 | 26,458 | 27,908 | 30,396 | ||||
Accrued expenses and other current liabilities | 716,356 | 253,341 | 228,474 | 239,661 | 159,217 | 162,303 | 126,843 | ||||
Current portion of deferred revenues | 707,318 | 326,098 | 424,187 | 472,101 | 407,325 | 330,786 | 404,753 | ||||
Current portion of operating lease liability | 35,455 | 25,691 | 24,067 | 25,375 | 22,130 | 23,953 | 24,980 | ||||
Current portion of long-term debt | 28,600 | 12,600 | 12,600 | 12,600 | 9,000 | 15,345 | 15,345 | ||||
Liabilities held for sale | 0 | 25,048 | 0 | 0 | 26,868 | ||||||
Total current liabilities | 1,569,767 | 662,676 | 711,396 | 778,320 | 650,998 | 560,295 | 602,317 | ||||
Long-term debt | 3,457,900 | 1,910,993 | 1,913,214 | 1,915,452 | 1,628,611 | 1,305,364 | 1,307,919 | ||||
Tax receivable agreement | 264,000 | 264,000 | |||||||||
Non-current portion of deferred revenues | 41,399 | 24,080 | 19,116 | 18,774 | 19,723 | 21,299 | 22,236 | ||||
Other non-current liabilities | 67,722 | 19,990 | 16,959 | 18,553 | 18,891 | 17,278 | 19,719 | ||||
Deferred income taxes | 362,261 | 95,527 | 86,247 | 94,638 | 48,547 | 39,256 | 42,582 | ||||
Operating lease liabilities | 104,324 | 79,147 | 80,663 | 80,229 | 64,189 | 69,694 | 72,171 | ||||
Total liabilities | 5,603,373 | 2,792,413 | 2,827,595 | 2,905,966 | 2,430,959 | 2,277,186 | 2,330,944 | ||||
Total shareholders’ equity | 9,593,971 | 2,358,301 | 2,382,589 | 2,093,126 | 1,360,412 | 1,373,107 | 1,357,292 | 1,050,607 | $ 1,286,106 | ||
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 10,049,317 | 3,328,776 | 3,326,267 | 3,033,033 | 2,208,529 | 2,138,517 | 2,128,809 | ||||
Accumulated other comprehensive income (loss) | 503,521 | (5,193) | (15,629) | (13,349) | (4,879) | (6,959) | (2,235) | ||||
Accumulated deficit | (958,867) | (965,282) | (928,049) | (926,558) | (843,238) | (758,451) | (769,282) | ||||
Total Liabilities and Shareholders’ Equity | 15,197,344 | 5,150,714 | 5,210,184 | 4,999,092 | 3,791,371 | 3,650,293 | 3,688,236 | ||||
Warrants and Rights Outstanding | $ 0 | 0 | 0 | 0 | 0 | 0 | |||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 | ||||
Restricted cash | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Prepaid expenses | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Other current assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Assets held for sale | 0 | 0 | 0 | 0 | |||||||
Total current assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Property and equipment, net | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Other intangible assets, net | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Goodwill | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Other non-current assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Deferred income taxes | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Operating lease right-of-use assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Total Assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Accounts payable | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Accrued expenses and other current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Current portion of deferred revenues | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Current portion of operating lease liability | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Current portion of long-term debt | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Liabilities held for sale | 0 | 0 | 0 | 0 | |||||||
Total current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Long-term debt | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Tax receivable agreement | 0 | 0 | |||||||||
Non-current portion of deferred revenues | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Other non-current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Deferred income taxes | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Operating lease liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Total liabilities | 335,988 | 191,235 | 167,445 | 111,813 | 112,179 | 90,343 | |||||
Total shareholders’ equity | (335,988) | (191,235) | (167,445) | (111,813) | (112,179) | (90,343) | |||||
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | (64,157) | (64,157) | (64,157) | (64,157) | (64,157) | (64,157) | |||||
Accumulated other comprehensive income (loss) | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Accumulated deficit | (271,831) | (127,078) | (103,288) | (47,656) | (48,022) | (26,187) | |||||
Total Liabilities and Shareholders’ Equity | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Warrants and Rights Outstanding | $ 335,988 | $ 191,235 | $ 167,445 | $ 111,813 | $ 112,179 | $ 90,343 |
Quarterly Financial Data (Una_5
Quarterly Financial Data (Unaudited) - Restated Interim Condensed Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Revenues | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 255,013 | $ 242,998 | $ 242,309 | $ 234,025 | $ 514,092 | $ 476,334 | $ 798,452 | $ 719,332 | $ 1,254,047 | $ 974,345 | $ 968,468 |
Selling, General and Administrative Expense | (131,526) | (103,665) | (133,055) | (115,515) | (154,147) | (236,721) | (261,096) | (368,247) | (376,611) | (544,700) | (475,014) | (413,004) | |||
Cost of revenues, excluding depreciation and amortization | $ 93,554 | $ 92,379 | $ 82,682 | 89,158 | $ 88,287 | $ 175,060 | $ 177,508 | $ 268,614 | $ 266,666 | $ 438,787 | $ 352,000 | $ 430,326 | |||
Basic and diluted (usd per share) | $ (0.02) | $ (0.47) | $ (0.07) | $ (0.38) | $ (0.39) | $ (0.43) | $ (0.68) | $ (0.91) | $ (0.66) | $ (0.82) | $ (0.94) | $ (1.11) | |||
Benefit (provision) for income taxes | $ (4,325) | $ 5,385 | $ (14,753) | (1,644) | $ (3,712) | $ (9,368) | $ (3,952) | $ (13,693) | $ (5,596) | $ 2,698 | $ (10,201) | $ (5,649) | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (177,661) | (30,666) | (114,880) | (9,361) | (100,236) | (145,546) | (159,256) | (323,207) | (168,616) | (353,323) | (248,432) | (236,513) | |||
Depreciation | (2,918) | (2,904) | (2,329) | (2,281) | (2,131) | (5,233) | (4,182) | (8,151) | (6,463) | (12,709) | (9,181) | (9,422) | |||
Amortization of Intangible Assets | (65,696) | (53,241) | (49,112) | (41,656) | (40,932) | (102,353) | (97,038) | (168,049) | (138,694) | (290,441) | (191,361) | (227,803) | |||
Restructuring | (3,192) | (15,846) | (7,754) | (23,600) | (26,792) | (56,138) | (15,670) | 0 | |||||||
Other operating income, net | (138) | 8,781 | 6,032 | 2,057 | 6,607 | 14,813 | 990 | 14,675 | 3,047 | 52,381 | 4,826 | 6,379 | |||
Operating Expenses | (297,024) | (259,254) | (268,900) | (246,553) | (278,890) | (528,154) | (538,834) | (825,178) | (785,387) | (1,290,394) | (1,056,831) | (1,074,176) | |||
Income (loss) from operations - (As Restated) | $ (9,621) | (12,664) | 14,246 | (28,308) | (16,431) | (3,555) | (36,581) | (25,920) | (14,062) | (62,500) | (26,726) | (66,055) | (36,347) | (82,486) | (105,708) |
Interest expense and amortization of debt discount, net | (20,244) | (21,122) | (30,940) | (23,369) | (37,468) | (52,062) | (70,569) | (72,306) | (93,938) | (111,914) | (157,689) | (130,805) | |||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) |
Basic and diluted (in shares) | 387,845,438 | 375,877,260 | 343,129,833 | 264,762,720 | 359,503,556 | 241,275,061 | 369,019,802 | 262,894,388 | 427,023,558 | 273,883,342 | 217,472,870 | ||||
Legal settlement | $ (39,399) | $ 0 | $ 0 | $ (39,399) | $ 0 | $ (39,399) | $ 0 | ||||||||
Basic (usd per share) | $ (0.28) | $ (0.04) | $ (0.39) | $ (0.27) | $ (0.68) | $ (0.66) | |||||||||
Diluted (usd per share) | $ (0.28) | $ (0.04) | $ (0.39) | $ (0.68) | $ (0.66) | $ (0.82) | $ (0.94) | $ (1.11) | |||||||
Weighted Average Number of Shares Outstanding, Basic | 305,428,062 | 264,762,720 | 241,275,061 | 262,894,388 | |||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 328,854,063 | 264,762,720 | 241,275,061 | 262,894,388 | |||||||||||
Mark to market adjustment on financial instruments | $ (144,753) | $ (23,790) | $ (55,632) | $ (21,836) | $ (26,187) | $ (79,422) | $ (26,187) | $ (224,175) | $ (48,022) | $ (205,062) | $ (47,656) | $ 0 | |||
Share-based compensation expense | 0 | (70,472) | (51,383) | $ (13,715) | |||||||||||
Transaction Expenses | 0 | ||||||||||||||
Transition Integration And Other Expenses | 0 | ||||||||||||||
Previously Reported | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Revenues | 284,360 | 273,500 | 240,592 | 242,998 | 242,309 | 514,092 | 476,334 | 798,452 | 719,332 | 1,254,047 | 974,345 | ||||
Selling, General and Administrative Expense | (91,319) | (88,482) | (86,948) | (96,017) | (92,453) | (175,430) | (184,749) | (266,749) | (280,766) | (553,756) | (475,014) | ||||
Cost of revenues, excluding depreciation and amortization | $ 91,805 | $ 90,859 | $ 82,399 | 87,117 | $ 87,629 | $ 173,258 | $ 176,896 | $ 265,063 | $ 264,013 | $ 399,122 | $ 352,000 | ||||
Basic and diluted (usd per share) | $ (0.10) | $ 0 | $ (0.22) | $ (0.29) | $ (0.21) | $ (0.57) | $ (0.31) | $ (0.48) | $ (0.25) | $ (0.77) | |||||
Benefit (provision) for income taxes | $ (4,325) | $ 5,385 | $ (14,753) | (1,644) | $ (3,712) | $ (9,368) | $ (3,952) | $ (13,693) | $ (5,596) | $ 2,799 | $ (10,201) | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (32,908) | (6,876) | (59,248) | 12,475 | (74,049) | (66,124) | (133,069) | (99,032) | (120,594) | (109,109) | (200,776) | ||||
Depreciation | (2,918) | (2,904) | (2,329) | (2,281) | (2,131) | (5,233) | (4,182) | (8,151) | (6,463) | (12,709) | (9,181) | ||||
Amortization of Intangible Assets | (65,696) | (53,241) | (49,112) | (41,656) | (40,932) | (102,353) | (97,038) | (168,049) | (138,694) | (290,441) | (191,361) | ||||
Restructuring | (3,192) | (15,846) | (7,754) | (23,600) | (26,792) | (47,595) | (15,670) | ||||||||
Other operating income, net | (138) | 8,781 | 6,032 | 2,057 | 6,607 | 14,813 | 990 | 14,675 | 3,047 | 52,381 | 4,826 | ||||
Operating Expenses | (297,024) | (259,254) | (268,900) | (207,154) | (278,890) | (528,154) | (538,834) | (825,178) | (745,988) | (1,251,242) | (1,056,831) | ||||
Income (loss) from operations - (As Restated) | (12,664) | 14,246 | (28,308) | 35,844 | (36,581) | (14,062) | (62,500) | (26,726) | (26,656) | 2,805 | (82,486) | ||||
Interest expense and amortization of debt discount, net | (20,244) | (21,122) | (30,940) | (23,369) | (37,468) | (52,062) | (70,569) | (72,306) | (93,938) | (111,914) | (157,689) | ||||
Net loss | $ (37,233) | $ (1,491) | $ (74,001) | 10,831 | $ (77,761) | $ (75,492) | $ (137,021) | $ (112,725) | $ (126,190) | $ (106,310) | $ (210,977) | ||||
Basic and diluted (in shares) | 387,845,438 | 375,877,260 | 343,129,833 | 264,762,720 | 359,503,556 | 241,275,061 | 369,019,802 | 262,894,388 | 428,600,690 | 273,883,342 | |||||
Legal settlement | $ (39,399) | $ (39,399) | $ 0 | $ (39,399) | |||||||||||
Basic (usd per share) | $ 0.04 | ||||||||||||||
Diluted (usd per share) | $ 0.03 | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 305,428,062 | ||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 328,854,063 | ||||||||||||||
Mark to market adjustment on financial instruments | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | 0 | ||||
Share-based compensation expense | (6,796) | (6,856) | (17,469) | (9,567) | (33,932) | (24,325) | (37,108) | (31,121) | (46,675) | ||||||
Transaction Expenses | (34,938) | (8,527) | (26,689) | (8,645) | (23,158) | (35,216) | (33,428) | (70,154) | (42,073) | ||||||
Transition Integration And Other Expenses | (222) | (1,320) | (2,232) | (3,327) | (5,262) | (3,552) | (6,423) | (3,774) | (9,750) | ||||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Revenues | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Selling, General and Administrative Expense | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Cost of revenues, excluding depreciation and amortization | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Basic and diluted (usd per share) | $ (0.37) | $ (0.06) | $ (0.16) | $ (0.10) | $ (0.22) | $ (0.11) | $ (0.61) | $ (0.18) | $ (0.17) | ||||||
Benefit (provision) for income taxes | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (144,753) | (23,790) | (55,632) | (21,836) | (26,187) | (79,422) | (26,187) | (224,175) | (48,022) | (47,656) | |||||
Depreciation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Amortization of Intangible Assets | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Restructuring | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Other operating income, net | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Operating Expenses | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Income (loss) from operations - (As Restated) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Interest expense and amortization of debt discount, net | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Net loss | $ (144,753) | $ (23,790) | $ (55,632) | (21,836) | $ (26,187) | $ (79,422) | $ (26,187) | $ (224,175) | $ (48,022) | $ (47,656) | |||||
Basic and diluted (in shares) | 387,845,438 | 375,877,260 | 343,129,833 | 264,762,720 | 359,503,556 | 241,275,061 | 369,019,802 | 262,894,388 | 273,883,342 | ||||||
Legal settlement | $ 0 | $ 0 | $ 0 | ||||||||||||
Basic (usd per share) | $ (0.07) | ||||||||||||||
Diluted (usd per share) | $ (0.07) | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 305,428,062 | ||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 328,854,063 | ||||||||||||||
Mark to market adjustment on financial instruments | $ (144,753) | $ (23,790) | $ (55,632) | $ (21,836) | $ (26,187) | $ (79,422) | $ (26,187) | $ (224,175) | (48,022) | $ (47,656) | |||||
Revision of Prior Period, Reclassification, Adjustment | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Selling, General and Administrative Expense | (40,207) | (15,183) | (46,107) | (19,498) | (61,694) | (61,291) | (76,347) | (101,498) | (95,845) | ||||||
Cost of revenues, excluding depreciation and amortization | 1,749 | 1,520 | 283 | 2,041 | 658 | 1,802 | 612 | 3,551 | 2,653 | ||||||
Operating Expenses | (39,399) | (39,399) | |||||||||||||
Income (loss) from operations - (As Restated) | (39,399) | (39,399) | |||||||||||||
Legal settlement | 39,399 | 39,399 | |||||||||||||
Share-based compensation expense | 6,796 | 6,856 | 17,469 | 9,567 | 33,932 | 24,325 | 37,108 | 31,121 | 46,675 | ||||||
Transaction Expenses | 34,938 | 8,527 | 26,689 | 8,645 | 23,158 | 35,216 | 33,428 | 70,154 | 42,073 | ||||||
Transition Integration And Other Expenses | $ 222 | $ 1,320 | $ 2,232 | $ 3,327 | $ 5,262 | $ 3,552 | $ 6,423 | $ 3,774 | $ 9,750 |
Quarterly Financial Data (Una_6
Quarterly Financial Data (Unaudited) - Restated Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | $ (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) |
Interest rate swaps, net of $0 tax in all periods | 1,092 | (254) | (2,890) | (1,061) | (3,845) | (3,144) | (5,791) | (2,052) | (6,852) | (978) | (6,422) | 2,537 | |||
Other Comprehensive Income (Loss), Net of Tax | $ 497,575 | 10,436 | (2,280) | (8,470) | $ 2,080 | (4,724) | (3,842) | $ (3,751) | (10,750) | (7,593) | (314) | (12,317) | 497,261 | (10,237) | (8,626) |
Other comprehensive income (loss) | (171,550) | (27,561) | (138,103) | (15,729) | (107,790) | (165,664) | (170,801) | (337,214) | (186,529) | 146,636 | (268,870) | (250,788) | |||
Foreign currency translation adjustment | 9,359 | (2,051) | (5,513) | (3,682) | (8) | (7,564) | (1,832) | 1,795 | (5,514) | 498,898 | (2,774) | (11,146) | |||
Defined benefit pension plans, net of tax (benefit) provision of $(65), $683 and $(91), respectively | $ (15) | $ 25 | $ (67) | $ 19 | $ 11 | $ (42) | $ 30 | $ (57) | $ 49 | $ (659) | $ (1,041) | $ (17) |
Quarterly Financial Data (Una_7
Quarterly Financial Data (Unaudited) - Restated Interim Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Depreciation and amortization | $ 51,441 | $ 107,586 | $ 101,220 | $ 176,200 | $ 145,157 | $ 303,150 | $ 200,542 | $ 237,225 | ||||||||
Bad debt expense | 0 | 787 | 2,478 | 1,830 | 1,869 | 3,332 | 1,331 | 6,507 | ||||||||
Deferred income tax benefit | 4,214 | (6,641) | (4,603) | (7,420) | (8,222) | (45,509) | 357 | (14,103) | ||||||||
Share-based Compensation | 16,502 | 20,824 | 37,108 | 26,344 | 46,675 | 34,158 | 51,383 | 13,715 | ||||||||
Increase (Decrease) in Deferred Charges | 1,008 | 2,072 | 13,144 | 3,140 | 14,678 | 5,752 | 2,496 | 9,182 | ||||||||
Other Noncash Income (Expense) | (7,015) | (8,568) | (1,492) | (3,902) | (1,708) | 2,611 | (374) | (3,979) | ||||||||
Increase (Decrease) in Accounts Receivable | 29,279 | 93,036 | 57,607 | 129,398 | 99,470 | 29,947 | (593) | (50,906) | ||||||||
Increase (Decrease) in Prepaid Expense | (7,349) | (6,693) | (7,125) | (13,335) | (3,010) | 5,742 | (10,224) | (2,936) | ||||||||
Increase (Decrease) in Other Noncurrent Assets | 54,644 | 58,218 | 3,919 | 62,818 | 7,977 | 45,678 | (975) | 578 | ||||||||
Accounts payable | 758 | (5,851) | (8,018) | (8,394) | (9,662) | (2,851) | (13,838) | (18,091) | ||||||||
Accrued expenses and other current liabilities | (13,222) | (21,142) | (28,827) | (65,062) | 3,388 | (54,794) | 1,095 | 9,842 | ||||||||
Deferred revenues | 40,726 | (6,073) | 19,404 | (93,926) | (51,100) | 80,683 | 33,480 | 33,539 | ||||||||
Operating lease right of use assets | 5,919 | 4,698 | 6,297 | 5,826 | 9,438 | 5,329 | 11,365 | 0 | ||||||||
Operating lease liabilities | (5,876) | (5,439) | (6,434) | (6,611) | (9,934) | (6,064) | (11,251) | 0 | ||||||||
Other liabilities | (52,109) | (53,899) | (4,770) | 2,077 | (6,338) | 3,570 | (5,344) | 774 | ||||||||
Net Cash Provided by (Used in) Operating Activities | 46,106 | 107,562 | 42,887 | 128,022 | 112,488 | 263,500 | 117,580 | (26,100) | ||||||||
Capital expenditures | (19,395) | (52,651) | (24,871) | (78,597) | (43,681) | (107,713) | (69,836) | (45,410) | ||||||||
Acquisition of intangible assets | 0 | (5,982) | 0 | (5,982) | (2,625) | (5,982) | (2,625) | 0 | ||||||||
Net Cash Provided by (Used in) Investing Activities | (900,967) | (940,205) | (24,871) | (966,151) | (46,306) | (2,988,768) | (140,885) | 11,934 | ||||||||
Proceeds from revolving credit facility | 5,000 | 5,000 | 60,000 | 70,000 | 45,000 | |||||||||||
Principal payments on term loan | (3,150) | (6,300) | (637,672) | (9,450) | (641,508) | (12,600) | (641,509) | (46,709) | ||||||||
Repayments of Long-term Lines of Credit | (65,000) | (65,000) | (50,000) | (65,000) | (50,000) | (125,000) | (50,000) | (30,000) | ||||||||
Proceeds from reverse recapitalization | 682,087 | 682,087 | 0 | 682,087 | 0 | |||||||||||
Net cash provided by (used in) financing activities | 1,091,606 | 1,376,254 | (448) | 1,370,079 | (4,143) | 2,926,580 | 75,215 | (32,605) | ||||||||
Effects of exchange rates | (2,013) | (9,218) | (80) | (6,447) | 1,198 | (5,043) | (971) | (5,193) | ||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 234,732 | 534,393 | 17,488 | 525,503 | 63,237 | 196,269 | 50,939 | (51,964) | ||||||||
Cash and cash equivalents | $ 257,730 | $ 601,075 | $ 608,522 | 308,021 | $ 76,130 | $ 88,812 | $ 43,063 | 608,522 | 43,063 | 601,075 | 88,812 | 257,730 | 76,130 | 25,575 | $ 53,186 | |
Restricted cash | 14,678 | 567 | 2,010 | 2,850 | 9 | 9 | 9 | 2,010 | 9 | 567 | 9 | 14,678 | 9 | 9 | 24,362 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 272,408 | 601,642 | 610,532 | 310,871 | 76,139 | 88,821 | 43,072 | 610,532 | 43,072 | 601,642 | 88,821 | 272,408 | 76,139 | 25,584 | $ 77,548 | |
Cash paid for interest | 11,405 | 42,187 | 57,551 | 61,796 | 69,711 | 97,510 | 101,164 | 121,916 | ||||||||
Cash paid for income tax | 4,797 | 8,028 | 14,573 | 20,147 | 21,128 | 27,621 | 29,204 | 13,210 | ||||||||
Capital expenditures included in accounts payable | 9,528 | 1,819 | 7,697 | 922 | 9,759 | 7,783 | 8,762 | 5,166 | ||||||||
Assets received as reverse recapitalization capital | 1,877 | 1,877 | 0 | 1,877 | 0 | |||||||||||
Liabilities assumed as reduction of reverse recapitalization capital | 5,910 | 5,910 | 0 | 5,910 | 0 | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||
Net loss | $ (13,725) | (181,986) | (25,281) | (129,633) | $ (84,421) | (11,005) | (103,948) | $ (59,260) | (154,914) | (163,208) | (336,900) | (174,212) | (350,625) | (258,633) | (242,162) | |
Gain (Loss) on Disposition of Business | 0 | (395) | (1,052) | (29,192) | 0 | (39,104) | ||||||||||
Proceeds from issuance of ordinary shares | 540,597 | 843,766 | 137 | 843,752 | 278 | 843,744 | 0 | |||||||||
Mark to market adjustment on financial instruments | 144,753 | 23,790 | 55,632 | 21,836 | 26,187 | 79,422 | 26,187 | 224,175 | 48,022 | 205,062 | 47,656 | $ 0 | ||||
Proceeds from issuance of ordinary shares | 540,597 | 843,766 | 137 | 843,752 | 278 | $ 843,744 | $ 0 | |||||||||
Tax receivable agreement | $ 0 | $ 0 | $ 0 | $ 264,000 | $ 264,000 | $ 0 | $ 264,000 | $ 0 | $ 264,000 |
Quarterly Financial Data (Una_8
Quarterly Financial Data (Unaudited) - Restated Interim Condensed Consolidated Statement of Changes in Equity (Details) - USD ($) $ in Thousands | Nov. 23, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 9,034,790 | $ 2,022,313 | $ 2,191,354 | $ 1,925,681 | $ 1,248,599 | $ 1,260,928 | $ 1,266,949 | $ 990,772 | $ 2,191,354 | $ 1,266,949 | $ 2,022,313 | $ 1,260,928 | $ 9,034,790 | $ 1,248,599 | $ 1,050,607 | $ 1,286,106 | |
Issuance of common stock, net (in shares) | 163,516 | ||||||||||||||||
Share-based award activity | 9,196 | 5,520 | 4,322 | 16,384 | 4,708 | 9,567 | 33,932 | 3,176 | 35,422 | 51,383 | 13,715 | ||||||
Net loss | (13,725) | (181,986) | (25,281) | (129,633) | (84,421) | (11,005) | (103,948) | (59,260) | (154,914) | (163,208) | (336,900) | (174,212) | (350,625) | (258,633) | (242,162) | ||
Other Comprehensive Income (Loss), Net of Tax | 497,575 | 10,436 | (2,280) | (8,470) | 2,080 | (4,724) | (3,842) | $ (3,751) | $ (10,750) | $ (7,593) | $ (314) | $ (12,317) | 497,261 | (10,237) | (8,626) | ||
Shares Issued During Period Value Tax Receivable Agreement | (264,000) | (264,600) | 264,000 | ||||||||||||||
Issuance of ordinary shares, net | 6,715,030 | 304,030 | 539,714 | 7,558,774 | $ 1,582 | $ 1,574 | |||||||||||
Value of stock issued | 678,054 | ||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 815 | 125 | 1,182 | $ 141 | 2,122 | ||||||||||||
Shares Issued During Period Value Settlement Of Tax Receivable Agreement | $ 64,000 | ||||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | 277,526 | 277,526 | |||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (4,500) | $ (3,136) | $ (15,118) | $ (10,302) | $ (33,056) | ||||||||||||
Stock Issued During Period, Shares, Private Warrants Exercised | 274,000 | 0 | |||||||||||||||
Stock Issued During Period, Value, Private Warrants Exercised | $ 4,124 | $ 4,124 | |||||||||||||||
Shares subject to Redemption | $ (64,157) | $ (64,157) | |||||||||||||||
Ordinary Shares | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Shares, Outstanding | 606,329,598 | 389,220,967 | 387,335,119 | 364,938,052 | 306,874,115 | 306,050,763 | 305,268,497 | 217,526,427 | 387,335,119 | 305,268,497 | 389,220,967 | 306,050,763 | 606,329,598 | 306,874,115 | 217,526,425 | 217,327,823 | |
Stockholders' Equity Attributable to Parent | $ 9,989,284 | $ 3,264,619 | $ 3,262,110 | $ 2,968,876 | $ 2,144,372 | $ 2,074,360 | $ 2,064,652 | $ 1,680,686 | $ 3,262,110 | $ 2,064,652 | $ 3,264,619 | $ 2,074,360 | $ 9,989,284 | $ 2,144,372 | $ 1,677,510 | $ 1,662,221 | |
Conversion of units of share capital (in shares) | 215,880,202 | 215,683,103 | |||||||||||||||
Issuance of common stock, net (in shares) | 216,683,778 | 0 | 20,982,500 | 27,600,000 | (823,352) | 7,929 | 2 | 265,266,278 | 1,597,691 | 198,602 | |||||||
Share-based award activity | $ 9,196 | $ 5,520 | $ 4,322 | $ 16,384 | $ 4,708 | $ 9,567 | $ 33,932 | $ 3,176 | $ 35,422 | $ 51,383 | $ 13,715 | ||||||
Shares Issued During Period Value Tax Receivable Agreement | 264,000 | ||||||||||||||||
Issuance of ordinary shares, net | $ 6,715,030 | $ 304,030 | $ 539,714 | 1,304 | 137 | $ 7,558,774 | 1,582 | 1,574 | |||||||||
Value of stock issued | $ 678,054 | ||||||||||||||||
Stock issued | 87,749,999 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 535,768 | 4,068,307 | 3,723,332 | 3,715,455 | 1,254,662 | 12,042,862 | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (499,727) | (2,184,918) | (2,311,293) | (2,301,458) | (472,396) | (7,297,396) | |||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 815 | $ 125 | $ 1,182 | $ 141 | $ 2,122 | ||||||||||||
Shares Issued During Period Value Settlement Of Tax Receivable Agreement | 64,000 | ||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 28,880,098 | 28,880,098 | |||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 277,526 | $ 277,526 | |||||||||||||||
Vesting of Restricted Stock Units | 114,812 | 2,459 | 2,528 | 169,842 | 289,641 | ||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | $ (4,500) | $ (3,136) | $ (15,118) | $ (10,302) | $ (33,056) | ||||||||||||
Stock Issued During Period, Shares, Private Warrants Exercised | 274,000 | 274,000 | |||||||||||||||
Shares subject to Redemption | $ (64,157) | (64,157) | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 492,382 | (5,193) | (15,629) | (13,349) | (4,879) | (6,959) | (2,235) | 1,607 | (15,629) | (2,235) | (5,193) | (6,959) | $ 492,382 | (4,879) | 5,358 | $ 13,984 | |
Other Comprehensive Income (Loss), Net of Tax | 497,575 | 10,436 | (2,280) | (8,470) | 2,080 | (4,724) | (3,842) | (3,751) | 497,261 | (10,237) | (8,626) | ||||||
Accumulated Deficit | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | (1,250,838) | (1,237,113) | (1,055,127) | (1,029,846) | (890,894) | (806,473) | (795,469) | (691,521) | (1,055,127) | (795,469) | (1,237,113) | (806,473) | (1,250,838) | (890,894) | (632,261) | (390,099) | |
Net loss | (13,725) | (181,986) | (25,281) | (129,633) | (84,421) | (11,005) | (103,948) | $ (59,260) | (350,625) | (258,633) | (242,162) | ||||||
Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Previously Reported | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 9,593,971 | 2,358,301 | 2,382,589 | 2,093,126 | 1,360,412 | 1,373,107 | 1,357,292 | 2,382,589 | 1,357,292 | 2,358,301 | 1,373,107 | 9,593,971 | 1,360,412 | $ 1,050,607 | $ 1,286,106 | ||
Net loss | (37,233) | (1,491) | (74,001) | 10,831 | (77,761) | (75,492) | (137,021) | (112,725) | (126,190) | (106,310) | (210,977) | ||||||
Other Comprehensive Income (Loss), Net of Tax | $ 508,400 | (10,237) | |||||||||||||||
Previously Reported | Ordinary Shares | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Shares, Outstanding | 1,646,223 | 1,644,720 | |||||||||||||||
Stockholders' Equity Attributable to Parent | $ 1,677,510 | $ 1,662,221 | |||||||||||||||
Previously Reported | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | 5,358 | 13,984 | |||||||||||||||
Previously Reported | Accumulated Deficit | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | $ (632,261) | $ (390,099) | |||||||||||||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | (335,988) | (191,235) | (167,445) | (111,813) | (112,179) | (90,343) | (191,235) | (90,343) | (335,988) | (112,179) | (111,813) | ||||||
Net loss | $ (144,753) | $ (23,790) | (55,632) | $ (21,836) | $ (26,187) | $ (79,422) | $ (26,187) | $ (224,175) | $ (48,022) | (47,656) | |||||||
Other Comprehensive Income (Loss), Net of Tax | 0 | ||||||||||||||||
Revision of Prior Period, Accounting Standards Update, Adjustment | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | (9,319) | (9,319) | (9,319) | ||||||||||||||
Revision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Deficit | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | $ (9,319) | $ (9,319) | $ (9,319) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 01, 2020 | Feb. 28, 2020 | May 01, 2019 | Jan. 31, 2021 | Jun. 30, 2020 | Feb. 29, 2020 | Apr. 30, 2019 | Apr. 30, 2017 | Feb. 25, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2020 | May 13, 2019 |
Subsequent Events | |||||||||||||||||||
Value of stock issued | $ 678,054,000 | ||||||||||||||||||
Impairment on assets held for sale | $ 0 | $ 18,431,000 | $ 0 | ||||||||||||||||
Number of shares issued (in shares) | 50,400,000 | 27,600,000 | |||||||||||||||||
Sale of stock, price per share (usd per share) | $ 20.25 | $ 22.50 | |||||||||||||||||
Net proceeds after fees | $ 304,030,000 | ||||||||||||||||||
Debt face amount | $ 1,600,000 | ||||||||||||||||||
Number of shares called per warrant (in shares) | 52,800,000 | 52,800,000 | |||||||||||||||||
Warrant exercise price (usd per share) | $ 11.50 | ||||||||||||||||||
Proceeds from warrant exercises | $ 277,526,000 | $ 277,526,000 | $ 277,526,000 | $ 277,526,000 | 0 | 0 | |||||||||||||
Restructuring and impairment | 0 | $ 4,771,000 | $ 4,880,000 | 5,212,000 | 0 | $ 0 | |||||||||||||
Interest rate swap asset | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Interest Expense, Debt | $ 100,000,000 | $ 50,000,000 | $ 300,000,000 | $ 50,000,000 | |||||||||||||||
CPA Acquisition Integration Program | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Restructuring and impairment | 22,895,000 | ||||||||||||||||||
Impairment | CPA Acquisition Integration Program | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Restructuring and impairment | 286,000 | ||||||||||||||||||
Lease exit costs | CPA Acquisition Integration Program | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Restructuring and impairment | 421,000 | ||||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Repayments of credit facility | $ 125,000,000 | ||||||||||||||||||
Brand Protection, AntiPiracy, and AntiFraud Solutions | Discontinued Operations, Disposed of by Sale | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Purchase price | $ 3,751,000 | ||||||||||||||||||
Impairment of intangible assets | $ 17,967,000 | ||||||||||||||||||
Goodwill, impairment loss | 468,000 | ||||||||||||||||||
Current liabilities reclassified to current liabilities held for sale | 21,170,000 | 21,170,000 | |||||||||||||||||
Long term liabilities reclassified to current liabilities held for sale | $ 5,698,000 | $ 5,698,000 | |||||||||||||||||
Ordinary shares | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Stock issued | 87,749,999 | ||||||||||||||||||
Value of stock issued | $ 678,054,000 | ||||||||||||||||||
Ordinary shares | Onex and Baring | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Ownership after transaction by other party | 38.30% | 70.80% | 70.80% | ||||||||||||||||
Subsequent Event | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Impairment charge on right-of-use assets | $ 7,180,000 | ||||||||||||||||||
CPA Global | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Stock issued | 210,357,918 | ||||||||||||||||||
Total consideration | $ 8,643,561,000 | ||||||||||||||||||
Cash | 2,078,084,000 | ||||||||||||||||||
Clarivate stock to be issued | $ 6,565,477,000 | ||||||||||||||||||
CPA Global | Subsequent Event | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Stock issued | 1,500,000 | ||||||||||||||||||
Value of stock issued | $ 43,890,000 | ||||||||||||||||||
Decision Resources Group | |||||||||||||||||||
Subsequent Events | |||||||||||||||||||
Total consideration | $ 964,997,000 | ||||||||||||||||||
Cash | $ 900,000,000 |
Restatement of Prior Period F_3
Restatement of Prior Period Financial Statements - Restated Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Nov. 23, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Cash and cash equivalents | $ 257,730 | $ 601,075 | $ 608,522 | $ 308,021 | $ 76,130 | $ 88,812 | $ 43,063 | $ 25,575 | $ 53,186 | ||
Restricted cash | 14,678 | 567 | 2,010 | 2,850 | 9 | 9 | 9 | ||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | 737,733 | 238,638 | 279,160 | 343,177 | 333,858 | 226,997 | 270,584 | 331,295 | 317,808 | ||
Prepaid expenses | 58,273 | 49,240 | 51,440 | 52,101 | 40,710 | 34,927 | 39,238 | ||||
Other current assets | 79,150 | 18,672 | 18,960 | 22,099 | 11,750 | 10,528 | 12,577 | ||||
Assets held for sale | 0 | 36,059 | 0 | 0 | 30,619 | 0 | 0 | ||||
Total current assets | 1,147,564 | 944,251 | 960,092 | 728,248 | 493,076 | 361,273 | 365,471 | ||||
Property and equipment, net | 36,267 | 23,618 | 24,324 | 22,953 | 18,042 | 20,185 | 18,490 | ||||
Other intangible assets, net | 7,370,350 | 2,217,227 | 2,261,549 | 2,282,348 | 1,828,640 | 1,856,346 | 1,884,521 | ||||
Goodwill | 6,042,964 | $ 2,861 | 1,818,354 | 1,824,258 | 1,823,084 | 1,328,045 | 1,281,504 | 1,282,842 | 1,282,919 | ||
Other non-current assets | 31,334 | 21,836 | 22,178 | 22,818 | 18,632 | 19,368 | 23,890 | ||||
Deferred income taxes | 29,863 | 25,520 | 17,161 | 15,646 | 19,488 | 19,808 | 18,072 | ||||
Operating lease right-of-use assets | 132,356 | 99,908 | 100,622 | 103,995 | 85,448 | 91,809 | 94,950 | ||||
Total Assets | 14,790,698 | 5,150,714 | 5,210,184 | 4,999,092 | 3,791,371 | 3,650,293 | 3,688,236 | ||||
Accounts payable | 82,038 | 19,898 | 22,068 | 28,583 | 26,458 | 27,908 | 30,396 | ||||
Accrued expenses and other current liabilities | 569,682 | 253,341 | 228,474 | 239,661 | 159,217 | 162,303 | 126,843 | ||||
Current portion of deferred revenues | 707,318 | 326,098 | 424,187 | 472,101 | 407,325 | 330,786 | 404,753 | 391,102 | 361,260 | ||
Current portion of operating lease liability | 35,455 | 25,691 | 24,067 | 25,375 | 22,130 | 23,953 | 24,980 | ||||
Current portion of long-term debt | 28,600 | 12,600 | 12,600 | 12,600 | 9,000 | 15,345 | 15,345 | ||||
Liabilities held for sale | 0 | 25,048 | 0 | 0 | 26,868 | 0 | 0 | ||||
Total current liabilities | 1,423,093 | 662,676 | 711,396 | 778,320 | 650,998 | 560,295 | 602,317 | ||||
Long-term debt | 3,457,900 | 1,910,993 | 1,913,214 | 1,915,452 | 1,628,611 | 1,305,364 | 1,307,919 | ||||
Warrants and Rights Outstanding | 312,751 | 335,988 | 191,235 | 167,445 | 111,813 | 112,179 | 90,343 | ||||
Non-current portion of deferred revenues | 41,399 | 24,080 | 19,116 | 18,774 | 19,723 | 21,299 | 22,236 | 17,112 | 15,796 | ||
Other non-current liabilities | 49,445 | 19,990 | 16,959 | 18,553 | 18,891 | 17,278 | 19,719 | ||||
Deferred income taxes | 366,996 | 95,527 | 86,247 | 94,638 | 48,547 | 39,256 | 42,582 | ||||
Operating lease liabilities | 104,324 | 79,147 | 80,663 | 80,229 | 64,189 | 69,694 | 72,171 | ||||
Liabilities | 5,755,908 | 3,128,401 | 3,018,830 | 3,073,411 | 2,542,772 | 2,389,365 | 2,421,287 | ||||
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 9,989,284 | 3,264,619 | 3,262,110 | 2,968,876 | 2,144,372 | 2,074,360 | 2,064,652 | ||||
Treasury Stock, Value | 196,038 | ||||||||||
Accumulated other comprehensive income (loss) | 492,382 | (5,193) | (15,629) | (13,349) | (4,879) | (6,959) | (2,235) | ||||
Accumulated deficit | (1,250,838) | (1,237,113) | (1,055,127) | (1,029,846) | (890,894) | (806,473) | (795,469) | ||||
Total shareholders’ equity | 9,034,790 | 2,022,313 | 2,191,354 | 1,925,681 | 1,248,599 | 1,260,928 | 1,266,949 | $ 990,772 | 1,050,607 | 1,286,106 | |
Total Liabilities and Shareholders’ Equity | 14,790,698 | 5,150,714 | 5,210,184 | 4,999,092 | 3,791,371 | 3,650,293 | 3,688,236 | ||||
Previously Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Cash and cash equivalents | 257,730 | 601,075 | 608,522 | 308,021 | 76,130 | 88,812 | 43,063 | 25,575 | |||
Restricted cash | 11,278 | 567 | 2,010 | 2,850 | 9 | 9 | 9 | ||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | 751,446 | 238,638 | 279,160 | 343,177 | 333,858 | 226,997 | 270,584 | ||||
Prepaid expenses | 58,770 | 49,240 | 51,440 | 52,101 | 40,710 | 34,927 | 39,238 | ||||
Other current assets | 248,781 | 18,672 | 18,960 | 22,099 | 11,750 | 10,528 | 12,577 | ||||
Assets held for sale | 0 | 36,059 | 0 | 0 | 30,619 | ||||||
Total current assets | 1,328,005 | 944,251 | 960,092 | 728,248 | 493,076 | 361,273 | 365,471 | ||||
Property and equipment, net | 36,267 | 23,618 | 24,324 | 22,953 | 18,042 | 20,185 | 18,490 | ||||
Other intangible assets, net | 7,370,350 | 2,217,227 | 2,261,549 | 2,282,348 | 1,828,640 | 1,856,346 | 1,884,521 | ||||
Goodwill | 6,252,636 | 1,818,354 | 1,824,258 | 1,823,084 | 1,328,045 | 1,281,504 | 1,282,842 | ||||
Other non-current assets | 47,944 | 21,836 | 22,178 | 22,818 | 18,632 | 19,368 | 23,890 | ||||
Deferred income taxes | 29,786 | 25,520 | 17,161 | 15,646 | 19,488 | 19,808 | 18,072 | ||||
Operating lease right-of-use assets | 132,356 | 99,908 | 100,622 | 103,995 | 85,448 | 91,809 | 94,950 | ||||
Total Assets | 15,197,344 | 5,150,714 | 5,210,184 | 4,999,092 | 3,791,371 | 3,650,293 | 3,688,236 | ||||
Accounts payable | 82,038 | 19,898 | 22,068 | 28,583 | 26,458 | 27,908 | 30,396 | ||||
Accrued expenses and other current liabilities | 716,356 | 253,341 | 228,474 | 239,661 | 159,217 | 162,303 | 126,843 | ||||
Current portion of deferred revenues | 707,318 | 326,098 | 424,187 | 472,101 | 407,325 | 330,786 | 404,753 | ||||
Current portion of operating lease liability | 35,455 | 25,691 | 24,067 | 25,375 | 22,130 | 23,953 | 24,980 | ||||
Current portion of long-term debt | 28,600 | 12,600 | 12,600 | 12,600 | 9,000 | 15,345 | 15,345 | ||||
Liabilities held for sale | 0 | 25,048 | 0 | 0 | 26,868 | ||||||
Total current liabilities | 1,569,767 | 662,676 | 711,396 | 778,320 | 650,998 | 560,295 | 602,317 | ||||
Long-term debt | 3,457,900 | 1,910,993 | 1,913,214 | 1,915,452 | 1,628,611 | 1,305,364 | 1,307,919 | ||||
Warrants and Rights Outstanding | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Non-current portion of deferred revenues | 41,399 | 24,080 | 19,116 | 18,774 | 19,723 | 21,299 | 22,236 | ||||
Other non-current liabilities | 67,722 | 19,990 | 16,959 | 18,553 | 18,891 | 17,278 | 19,719 | ||||
Deferred income taxes | 362,261 | 95,527 | 86,247 | 94,638 | 48,547 | 39,256 | 42,582 | ||||
Operating lease liabilities | 104,324 | 79,147 | 80,663 | 80,229 | 64,189 | 69,694 | 72,171 | ||||
Liabilities | 5,603,373 | 2,792,413 | 2,827,595 | 2,905,966 | 2,430,959 | 2,277,186 | 2,330,944 | ||||
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 10,049,317 | 3,328,776 | 3,326,267 | 3,033,033 | 2,208,529 | 2,138,517 | 2,128,809 | ||||
Accumulated other comprehensive income (loss) | 503,521 | (5,193) | (15,629) | (13,349) | (4,879) | (6,959) | (2,235) | ||||
Accumulated deficit | (958,867) | (965,282) | (928,049) | (926,558) | (843,238) | (758,451) | (769,282) | ||||
Total shareholders’ equity | 9,593,971 | 2,358,301 | 2,382,589 | 2,093,126 | 1,360,412 | 1,373,107 | 1,357,292 | 1,050,607 | $ 1,286,106 | ||
Total Liabilities and Shareholders’ Equity | 15,197,344 | 5,150,714 | 5,210,184 | 4,999,092 | 3,791,371 | 3,650,293 | 3,688,236 | ||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 | ||||
Restricted cash | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Prepaid expenses | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Other current assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Assets held for sale | 0 | 0 | 0 | 0 | |||||||
Total current assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Property and equipment, net | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Other intangible assets, net | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Goodwill | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Other non-current assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Deferred income taxes | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Operating lease right-of-use assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Total Assets | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Accounts payable | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Accrued expenses and other current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Current portion of deferred revenues | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Current portion of operating lease liability | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Current portion of long-term debt | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Liabilities held for sale | 0 | 0 | 0 | 0 | |||||||
Total current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Long-term debt | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Warrants and Rights Outstanding | 335,988 | 191,235 | 167,445 | 111,813 | 112,179 | 90,343 | |||||
Non-current portion of deferred revenues | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Other non-current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Deferred income taxes | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Operating lease liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Liabilities | 335,988 | 191,235 | 167,445 | 111,813 | 112,179 | 90,343 | |||||
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | (64,157) | (64,157) | (64,157) | (64,157) | (64,157) | (64,157) | |||||
Accumulated other comprehensive income (loss) | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Accumulated deficit | (271,831) | (127,078) | (103,288) | (47,656) | (48,022) | (26,187) | |||||
Total shareholders’ equity | (335,988) | (191,235) | (167,445) | (111,813) | (112,179) | (90,343) | |||||
Total Liabilities and Shareholders’ Equity | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | |||||
Revision Of Prior Period Error Correction Adjustment Amd No 1 | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Cash and cash equivalents | 0 | 0 | |||||||||
Restricted cash | 0 | ||||||||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | (13,713) | ||||||||||
Prepaid expenses | (497) | ||||||||||
Other current assets | 13,713 | ||||||||||
Assets held for sale | 0 | ||||||||||
Total current assets | (497) | ||||||||||
Property and equipment, net | 0 | ||||||||||
Other intangible assets, net | 0 | ||||||||||
Goodwill | 0 | ||||||||||
Other non-current assets | 0 | ||||||||||
Deferred income taxes | 0 | ||||||||||
Operating lease right-of-use assets | 0 | ||||||||||
Total Assets | (497) | ||||||||||
Accounts payable | 0 | ||||||||||
Accrued expenses and other current liabilities | 0 | ||||||||||
Current portion of deferred revenues | 0 | ||||||||||
Current portion of operating lease liability | 0 | ||||||||||
Current portion of long-term debt | 0 | ||||||||||
Liabilities held for sale | 0 | ||||||||||
Total current liabilities | 0 | ||||||||||
Long-term debt | 0 | ||||||||||
Warrants and Rights Outstanding | 312,751 | ||||||||||
Non-current portion of deferred revenues | 0 | ||||||||||
Other non-current liabilities | 0 | ||||||||||
Deferred income taxes | 0 | ||||||||||
Operating lease liabilities | 0 | ||||||||||
Liabilities | 312,751 | ||||||||||
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | (60,033) | ||||||||||
Accumulated other comprehensive income (loss) | 0 | ||||||||||
Accumulated deficit | (253,215) | ||||||||||
Total shareholders’ equity | (313,248) | ||||||||||
Total Liabilities and Shareholders’ Equity | (497) | ||||||||||
Revision Of Prior Period Error Correction Adjustment Amd No 2 | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Cash and cash equivalents | 0 | $ 0 | |||||||||
Restricted cash | 3,400 | ||||||||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | 0 | ||||||||||
Prepaid expenses | 0 | ||||||||||
Other current assets | (183,344) | ||||||||||
Assets held for sale | 0 | ||||||||||
Total current assets | (179,944) | ||||||||||
Property and equipment, net | 0 | ||||||||||
Other intangible assets, net | 0 | ||||||||||
Goodwill | (209,672) | ||||||||||
Other non-current assets | (16,610) | ||||||||||
Deferred income taxes | 77 | ||||||||||
Operating lease right-of-use assets | 0 | ||||||||||
Total Assets | (406,149) | ||||||||||
Accounts payable | 0 | ||||||||||
Accrued expenses and other current liabilities | (146,674) | ||||||||||
Current portion of deferred revenues | 0 | ||||||||||
Current portion of operating lease liability | 0 | ||||||||||
Current portion of long-term debt | 0 | ||||||||||
Liabilities held for sale | 0 | ||||||||||
Total current liabilities | (146,674) | ||||||||||
Long-term debt | 0 | ||||||||||
Warrants and Rights Outstanding | 0 | ||||||||||
Non-current portion of deferred revenues | 0 | ||||||||||
Other non-current liabilities | (18,277) | ||||||||||
Deferred income taxes | 4,735 | ||||||||||
Operating lease liabilities | 0 | ||||||||||
Liabilities | (160,216) | ||||||||||
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2020 and December 31, 2019; 606,329,598 and 306,874,115 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 0 | ||||||||||
Treasury Stock, Value | (196,038) | ||||||||||
Accumulated other comprehensive income (loss) | (11,139) | ||||||||||
Accumulated deficit | (38,756) | ||||||||||
Total shareholders’ equity | (245,933) | ||||||||||
Total Liabilities and Shareholders’ Equity | $ (406,149) |
Restatement of Prior Period F_4
Restatement of Prior Period Financial Statements - Restated Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Revenues | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 255,013 | $ 242,998 | $ 242,309 | $ 234,025 | $ 514,092 | $ 476,334 | $ 798,452 | $ 719,332 | $ 1,254,047 | $ 974,345 | $ 968,468 |
Cost of revenues, excluding depreciation and amortization | (93,554) | (92,379) | (82,682) | (89,158) | (88,287) | (175,060) | (177,508) | (268,614) | (266,666) | (438,787) | (352,000) | (430,326) | |||
Selling, General and Administrative Expense | (131,526) | (103,665) | (133,055) | (115,515) | (154,147) | (236,721) | (261,096) | (368,247) | (376,611) | (544,700) | (475,014) | (413,004) | |||
Depreciation | (2,918) | (2,904) | (2,329) | (2,281) | (2,131) | (5,233) | (4,182) | (8,151) | (6,463) | (12,709) | (9,181) | (9,422) | |||
Amortization of Intangible Assets | (65,696) | (53,241) | (49,112) | (41,656) | (40,932) | (102,353) | (97,038) | (168,049) | (138,694) | (290,441) | (191,361) | (227,803) | |||
Restructuring | (3,192) | (15,846) | (7,754) | (23,600) | (26,792) | (56,138) | (15,670) | 0 | |||||||
Other operating income, net | (138) | 8,781 | 6,032 | 2,057 | 6,607 | 14,813 | 990 | 14,675 | 3,047 | 52,381 | 4,826 | 6,379 | |||
Operating Expenses | (297,024) | (259,254) | (268,900) | (246,553) | (278,890) | (528,154) | (538,834) | (825,178) | (785,387) | (1,290,394) | (1,056,831) | (1,074,176) | |||
Income (loss) from operations - (As Restated) | (9,621) | (12,664) | 14,246 | (28,308) | (16,431) | (3,555) | (36,581) | (25,920) | (14,062) | (62,500) | (26,726) | (66,055) | (36,347) | (82,486) | (105,708) |
Interest expense and amortization of debt discount, net | (20,244) | (21,122) | (30,940) | (23,369) | (37,468) | (52,062) | (70,569) | (72,306) | (93,938) | (111,914) | (157,689) | (130,805) | |||
Legal settlement | 39,399 | 0 | 0 | 39,399 | 0 | 39,399 | 0 | ||||||||
Income (Loss) from Continuing Operations before Interest Expense, Interest Income, Income Taxes, Noncontrolling Interests, Net | (241,409) | (90,743) | (105,708) | ||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (177,661) | (30,666) | (114,880) | (9,361) | (100,236) | (145,546) | (159,256) | (323,207) | (168,616) | (353,323) | (248,432) | (236,513) | |||
Benefit (provision) for income taxes | (4,325) | 5,385 | (14,753) | (1,644) | (3,712) | (9,368) | (3,952) | (13,693) | (5,596) | 2,698 | (10,201) | (5,649) | |||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) |
Basic and diluted (usd per share) | $ (0.02) | $ (0.47) | $ (0.07) | $ (0.38) | $ (0.39) | $ (0.43) | $ (0.68) | $ (0.91) | $ (0.66) | $ (0.82) | $ (0.94) | $ (1.11) | |||
Basic and diluted (in shares) | 387,845,438 | 375,877,260 | 343,129,833 | 264,762,720 | 359,503,556 | 241,275,061 | 369,019,802 | 262,894,388 | 427,023,558 | 273,883,342 | 217,472,870 | ||||
Impairment on assets held for sale | $ 0 | $ (18,431) | $ 0 | ||||||||||||
Mark to market adjustment on financial instruments | $ (144,753) | $ (23,790) | $ (55,632) | (21,836) | $ (26,187) | $ (79,422) | $ (26,187) | $ (224,175) | $ (48,022) | (205,062) | (47,656) | $ 0 | |||
Previously Reported | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Revenues | 284,360 | 273,500 | 240,592 | 242,998 | 242,309 | 514,092 | 476,334 | 798,452 | 719,332 | 1,254,047 | 974,345 | ||||
Cost of revenues, excluding depreciation and amortization | (91,805) | (90,859) | (82,399) | (87,117) | (87,629) | (173,258) | (176,896) | (265,063) | (264,013) | (399,122) | (352,000) | ||||
Selling, General and Administrative Expense | (91,319) | (88,482) | (86,948) | (96,017) | (92,453) | (175,430) | (184,749) | (266,749) | (280,766) | (553,756) | (475,014) | ||||
Depreciation | (2,918) | (2,904) | (2,329) | (2,281) | (2,131) | (5,233) | (4,182) | (8,151) | (6,463) | (12,709) | (9,181) | ||||
Amortization of Intangible Assets | (65,696) | (53,241) | (49,112) | (41,656) | (40,932) | (102,353) | (97,038) | (168,049) | (138,694) | (290,441) | (191,361) | ||||
Restructuring | (3,192) | (15,846) | (7,754) | (23,600) | (26,792) | (47,595) | (15,670) | ||||||||
Other operating income, net | (138) | 8,781 | 6,032 | 2,057 | 6,607 | 14,813 | 990 | 14,675 | 3,047 | 52,381 | 4,826 | ||||
Operating Expenses | (297,024) | (259,254) | (268,900) | (207,154) | (278,890) | (528,154) | (538,834) | (825,178) | (745,988) | (1,251,242) | (1,056,831) | ||||
Income (loss) from operations - (As Restated) | (12,664) | 14,246 | (28,308) | 35,844 | (36,581) | (14,062) | (62,500) | (26,726) | (26,656) | 2,805 | (82,486) | ||||
Interest expense and amortization of debt discount, net | (20,244) | (21,122) | (30,940) | (23,369) | (37,468) | (52,062) | (70,569) | (72,306) | (93,938) | (111,914) | (157,689) | ||||
Legal settlement | 39,399 | 39,399 | 0 | 39,399 | |||||||||||
Income (Loss) from Continuing Operations before Interest Expense, Interest Income, Income Taxes, Noncontrolling Interests, Net | 2,805 | (43,087) | |||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (32,908) | (6,876) | (59,248) | 12,475 | (74,049) | (66,124) | (133,069) | (99,032) | (120,594) | (109,109) | (200,776) | ||||
Benefit (provision) for income taxes | (4,325) | 5,385 | (14,753) | (1,644) | (3,712) | (9,368) | (3,952) | (13,693) | (5,596) | 2,799 | (10,201) | ||||
Net loss | $ (37,233) | $ (1,491) | $ (74,001) | 10,831 | $ (77,761) | $ (75,492) | $ (137,021) | $ (112,725) | $ (126,190) | $ (106,310) | $ (210,977) | ||||
Basic and diluted (usd per share) | $ (0.10) | $ 0 | $ (0.22) | $ (0.29) | $ (0.21) | $ (0.57) | $ (0.31) | $ (0.48) | $ (0.25) | $ (0.77) | |||||
Basic and diluted (in shares) | 387,845,438 | 375,877,260 | 343,129,833 | 264,762,720 | 359,503,556 | 241,275,061 | 369,019,802 | 262,894,388 | 428,600,690 | 273,883,342 | |||||
Impairment on assets held for sale | $ 0 | $ (18,431) | |||||||||||||
Mark to market adjustment on financial instruments | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | ||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Revenues | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Cost of revenues, excluding depreciation and amortization | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Selling, General and Administrative Expense | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Depreciation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Amortization of Intangible Assets | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Restructuring | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Other operating income, net | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Operating Expenses | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Income (loss) from operations - (As Restated) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Interest expense and amortization of debt discount, net | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Legal settlement | 0 | 0 | 0 | ||||||||||||
Income (Loss) from Continuing Operations before Interest Expense, Interest Income, Income Taxes, Noncontrolling Interests, Net | (47,656) | ||||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (144,753) | (23,790) | (55,632) | (21,836) | (26,187) | (79,422) | (26,187) | (224,175) | (48,022) | (47,656) | |||||
Benefit (provision) for income taxes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Net loss | $ (144,753) | $ (23,790) | $ (55,632) | (21,836) | $ (26,187) | $ (79,422) | $ (26,187) | $ (224,175) | $ (48,022) | $ (47,656) | |||||
Basic and diluted (usd per share) | $ (0.37) | $ (0.06) | $ (0.16) | $ (0.10) | $ (0.22) | $ (0.11) | $ (0.61) | $ (0.18) | $ (0.17) | ||||||
Basic and diluted (in shares) | 387,845,438 | 375,877,260 | 343,129,833 | 264,762,720 | 359,503,556 | 241,275,061 | 369,019,802 | 262,894,388 | 273,883,342 | ||||||
Impairment on assets held for sale | $ 0 | ||||||||||||||
Mark to market adjustment on financial instruments | $ (144,753) | $ (23,790) | $ (55,632) | $ (21,836) | $ (26,187) | $ (79,422) | $ (26,187) | $ (224,175) | $ (48,022) | $ (47,656) | |||||
Revision Of Prior Period Error Correction Adjustment Amd No 1 | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Revenues | 0 | ||||||||||||||
Cost of revenues, excluding depreciation and amortization | (30,175) | ||||||||||||||
Selling, General and Administrative Expense | 30,175 | ||||||||||||||
Depreciation | 0 | ||||||||||||||
Amortization of Intangible Assets | 0 | ||||||||||||||
Restructuring | 0 | ||||||||||||||
Other operating income, net | 0 | ||||||||||||||
Operating Expenses | 0 | ||||||||||||||
Income (loss) from operations - (As Restated) | 0 | ||||||||||||||
Interest expense and amortization of debt discount, net | 0 | ||||||||||||||
Legal settlement | 0 | ||||||||||||||
Income (Loss) from Continuing Operations before Interest Expense, Interest Income, Income Taxes, Noncontrolling Interests, Net | (205,062) | ||||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (205,062) | ||||||||||||||
Benefit (provision) for income taxes | (497) | ||||||||||||||
Net loss | $ (205,559) | ||||||||||||||
Basic and diluted (usd per share) | $ (0.48) | ||||||||||||||
Basic and diluted (in shares) | 428,600,690 | ||||||||||||||
Impairment on assets held for sale | $ 0 | ||||||||||||||
Mark to market adjustment on financial instruments | (205,062) | ||||||||||||||
Revision Of Prior Period Error Correction Adjustment Amd No 2 | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Revenues | 0 | ||||||||||||||
Cost of revenues, excluding depreciation and amortization | (9,490) | ||||||||||||||
Selling, General and Administrative Expense | (21,119) | ||||||||||||||
Depreciation | 0 | ||||||||||||||
Amortization of Intangible Assets | 0 | ||||||||||||||
Restructuring | (8,543) | ||||||||||||||
Other operating income, net | 0 | ||||||||||||||
Operating Expenses | (39,152) | ||||||||||||||
Income (loss) from operations - (As Restated) | (39,152) | ||||||||||||||
Interest expense and amortization of debt discount, net | 0 | ||||||||||||||
Legal settlement | 0 | ||||||||||||||
Income (Loss) from Continuing Operations before Interest Expense, Interest Income, Income Taxes, Noncontrolling Interests, Net | (39,152) | ||||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (39,152) | ||||||||||||||
Benefit (provision) for income taxes | 396 | ||||||||||||||
Net loss | $ (38,756) | ||||||||||||||
Basic and diluted (usd per share) | $ (0.09) | ||||||||||||||
Basic and diluted (in shares) | 427,023,558 | ||||||||||||||
Impairment on assets held for sale | $ 0 | ||||||||||||||
Mark to market adjustment on financial instruments | $ 0 |
Restatement of Prior Period F_5
Restatement of Prior Period Financial Statements - Restated Consolidated Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | $ (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) |
Interest rate swaps, net of $0 tax in all periods | 1,092 | (254) | (2,890) | (1,061) | (3,845) | (3,144) | (5,791) | (2,052) | (6,852) | (978) | (6,422) | 2,537 | |||
Defined benefit pension plans, net of tax (benefit) provision of $(65), $683 and $(91), respectively | (15) | 25 | (67) | 19 | 11 | (42) | 30 | (57) | 49 | (659) | (1,041) | (17) | |||
Foreign currency translation adjustment | 9,359 | (2,051) | (5,513) | (3,682) | (8) | (7,564) | (1,832) | 1,795 | (5,514) | 498,898 | (2,774) | (11,146) | |||
Other Comprehensive Income (Loss), Net of Tax | $ 497,575 | 10,436 | (2,280) | (8,470) | $ 2,080 | (4,724) | (3,842) | $ (3,751) | (10,750) | (7,593) | (314) | (12,317) | 497,261 | (10,237) | (8,626) |
Other comprehensive income (loss) | (171,550) | (27,561) | (138,103) | (15,729) | (107,790) | (165,664) | (170,801) | (337,214) | (186,529) | 146,636 | (268,870) | $ (250,788) | |||
Previously Reported | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss | (37,233) | (1,491) | (74,001) | 10,831 | (77,761) | (75,492) | (137,021) | (112,725) | (126,190) | (106,310) | (210,977) | ||||
Interest rate swaps, net of $0 tax in all periods | (978) | (6,422) | |||||||||||||
Defined benefit pension plans, net of tax (benefit) provision of $(65), $683 and $(91), respectively | (659) | (1,041) | |||||||||||||
Foreign currency translation adjustment | 510,037 | (2,774) | |||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 508,400 | (10,237) | |||||||||||||
Other comprehensive income (loss) | 402,090 | (221,214) | |||||||||||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss | $ (144,753) | $ (23,790) | $ (55,632) | $ (21,836) | $ (26,187) | $ (79,422) | $ (26,187) | $ (224,175) | $ (48,022) | (47,656) | |||||
Interest rate swaps, net of $0 tax in all periods | 0 | ||||||||||||||
Defined benefit pension plans, net of tax (benefit) provision of $(65), $683 and $(91), respectively | 0 | ||||||||||||||
Foreign currency translation adjustment | 0 | ||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 0 | ||||||||||||||
Other comprehensive income (loss) | $ (47,656) | ||||||||||||||
Revision Of Prior Period Error Correction Adjustment Amd No 1 | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss | (205,559) | ||||||||||||||
Interest rate swaps, net of $0 tax in all periods | 0 | ||||||||||||||
Defined benefit pension plans, net of tax (benefit) provision of $(65), $683 and $(91), respectively | 0 | ||||||||||||||
Foreign currency translation adjustment | 0 | ||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 0 | ||||||||||||||
Other comprehensive income (loss) | (205,559) | ||||||||||||||
Revision Of Prior Period Error Correction Adjustment Amd No 2 | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss | (38,756) | ||||||||||||||
Interest rate swaps, net of $0 tax in all periods | 0 | ||||||||||||||
Defined benefit pension plans, net of tax (benefit) provision of $(65), $683 and $(91), respectively | 0 | ||||||||||||||
Foreign currency translation adjustment | (11,139) | ||||||||||||||
Other Comprehensive Income (Loss), Net of Tax | (11,139) | ||||||||||||||
Other comprehensive income (loss) | $ (49,895) |
Restatement of Prior Period F_6
Restatement of Prior Period Financial Statements - Restated Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (84,421) | $ (11,005) | $ (103,948) | $ (59,260) | $ (154,914) | $ (163,208) | $ (336,900) | $ (174,212) | $ (350,625) | $ (258,633) | $ (242,162) | ||
Depreciation and amortization | 51,441 | 107,586 | 101,220 | 176,200 | 145,157 | 303,150 | 200,542 | 237,225 | |||||||||
Bad debt expense | 0 | 787 | 2,478 | 1,830 | 1,869 | 3,332 | 1,331 | 6,507 | |||||||||
Deferred income tax benefit | 4,214 | (6,641) | (4,603) | (7,420) | (8,222) | (45,509) | 357 | (14,103) | |||||||||
Share-based Compensation | 16,502 | 20,824 | 37,108 | 26,344 | 46,675 | 34,158 | 51,383 | 13,715 | |||||||||
Restructuring and impairment | 0 | 4,771 | 4,880 | 5,212 | 0 | 0 | |||||||||||
Gain (Loss) on Foreign Currency Forward Contracts | 0 | 0 | (2,903) | (2,903) | 0 | ||||||||||||
Mark to Market Loss on Contingent Shares | 1,187 | 5,763 | 30,839 | 25,212 | 0 | ||||||||||||
Loss on extinguishment of debt | $ 3,179 | 0 | 50,676 | 0 | |||||||||||||
Gain (Loss) on Disposition of Business | 0 | (395) | (1,052) | (29,192) | 0 | (39,104) | |||||||||||
Impairment on assets held for sale | 0 | 18,431 | 0 | ||||||||||||||
Increase (Decrease) in Deferred Charges | 1,008 | 2,072 | 13,144 | 3,140 | 14,678 | 5,752 | 2,496 | 9,182 | |||||||||
Tax indemnity write-off | 0 | 0 | 33,819 | ||||||||||||||
Other Noncash Income (Expense) | (7,015) | (8,568) | (1,492) | (3,902) | (1,708) | 2,611 | (374) | (3,979) | |||||||||
Increase (Decrease) in Accounts Receivable | 29,279 | 93,036 | 57,607 | 129,398 | 99,470 | 29,947 | (593) | (50,906) | |||||||||
Increase (Decrease) in Prepaid Expense | (7,349) | (6,693) | (7,125) | (13,335) | (3,010) | 5,742 | (10,224) | (2,936) | |||||||||
Increase (Decrease) in Other Noncurrent Assets | 54,644 | 58,218 | 3,919 | 62,818 | 7,977 | 45,678 | (975) | 578 | |||||||||
Accounts payable | 758 | (5,851) | (8,018) | (8,394) | (9,662) | (2,851) | (13,838) | (18,091) | |||||||||
Accrued expenses and other current liabilities | (13,222) | (21,142) | (28,827) | (65,062) | 3,388 | (54,794) | 1,095 | 9,842 | |||||||||
Deferred revenues | 40,726 | (6,073) | 19,404 | (93,926) | (51,100) | 80,683 | 33,480 | 33,539 | |||||||||
Operating lease right of use assets | 5,919 | 4,698 | 6,297 | 5,826 | 9,438 | 5,329 | 11,365 | 0 | |||||||||
Operating lease liabilities | (5,876) | (5,439) | (6,434) | (6,611) | (9,934) | (6,064) | (11,251) | 0 | |||||||||
Other liabilities | (52,109) | (53,899) | (4,770) | 2,077 | (6,338) | 3,570 | (5,344) | 774 | |||||||||
Net Cash Provided by (Used in) Operating Activities | 46,106 | 107,562 | 42,887 | 128,022 | 112,488 | 263,500 | 117,580 | (26,100) | |||||||||
Capital expenditures | (19,395) | (52,651) | (24,871) | (78,597) | (43,681) | (107,713) | (69,836) | (45,410) | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | (885,323) | (885,323) | (885,323) | (2,916,471) | (68,424) | (23,539) | |||||||||||
Acquisition of intangible assets | 0 | (5,982) | 0 | (5,982) | (2,625) | (5,982) | (2,625) | 0 | |||||||||
Proceeds from sale of product line, net of restricted cash | 3,751 | 3,751 | 3,751 | 41,398 | 0 | 80,883 | |||||||||||
Net Cash Provided by (Used in) Investing Activities | (900,967) | (940,205) | (24,871) | (966,151) | (46,306) | (2,988,768) | (140,885) | 11,934 | |||||||||
Proceeds from revolving credit facility | 5,000 | 5,000 | 60,000 | 70,000 | 45,000 | ||||||||||||
Principal payments on term loan | (3,150) | (6,300) | (637,672) | (9,450) | (641,508) | (12,600) | (641,509) | (46,709) | |||||||||
Repayments of Long-term Lines of Credit | (65,000) | (65,000) | (50,000) | (65,000) | (50,000) | (125,000) | (50,000) | (30,000) | |||||||||
Payments of Debt Issuance Costs | (5,014) | (5,267) | (5,267) | (38,340) | (41,923) | 0 | |||||||||||
Payment for Contingent Consideration Liability, Financing Activities | (4,115) | (4,115) | (4,115) | (7,816) | (2,371) | (2,470) | |||||||||||
Proceeds from reverse recapitalization | 682,087 | 682,087 | 0 | 682,087 | 0 | ||||||||||||
Proceeds from issuance of debt | 360,000 | 360,000 | 360,000 | 1,960,000 | 1,600,000 | 0 | |||||||||||
Extinguishment of debt | 0 | (1,342,651) | 0 | ||||||||||||||
Tax receivable agreement payout | 0 | (200,000) | 0 | ||||||||||||||
Proceeds from issuance of ordinary shares | 540,597 | 843,766 | 137 | 843,752 | 278 | 843,744 | 0 | ||||||||||
Proceeds from warrant exercises | 277,526 | 277,526 | 277,526 | 277,526 | 0 | 0 | |||||||||||
Proceeds from stock options exercised | 1,182 | 1,182 | 1,307 | 2,122 | 1,582 | 1,574 | |||||||||||
Payments related to tax withholding for stock-based compensation | (10,420) | (25,538) | (28,674) | (33,056) | 0 | 0 | |||||||||||
Net cash provided by (used in) financing activities | 1,091,606 | 1,376,254 | (448) | 1,370,079 | (4,143) | 2,926,580 | 75,215 | (32,605) | |||||||||
Effects of exchange rates | (2,013) | (9,218) | (80) | (6,447) | 1,198 | (5,043) | (971) | (5,193) | |||||||||
Restricted cash | 14,678 | 567 | 2,010 | 2,850 | 9 | 9 | 9 | 2,010 | 9 | 567 | 9 | 14,678 | 9 | 9 | $ 24,362 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 272,408 | 601,642 | 610,532 | 310,871 | 76,139 | 88,821 | 43,072 | 610,532 | 43,072 | 601,642 | 88,821 | 272,408 | 76,139 | 25,584 | 77,548 | ||
Cash paid for interest | 11,405 | 42,187 | 57,551 | 61,796 | 69,711 | 97,510 | 101,164 | 121,916 | |||||||||
Cash paid for income tax | 4,797 | 8,028 | 14,573 | 20,147 | 21,128 | 27,621 | 29,204 | 13,210 | |||||||||
Capital expenditures included in accounts payable | 9,528 | 1,819 | 7,697 | 922 | 9,759 | 7,783 | 8,762 | 5,166 | |||||||||
Cash and cash equivalents | 257,730 | 601,075 | 608,522 | 308,021 | 76,130 | 88,812 | 43,063 | 608,522 | 43,063 | 601,075 | 88,812 | 257,730 | 76,130 | 25,575 | $ 53,186 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 234,732 | 534,393 | 17,488 | 525,503 | 63,237 | 196,269 | 50,939 | (51,964) | |||||||||
Less: Cash included in assets held for sale, end of period | 0 | (384) | 0 | (384) | 0 | ||||||||||||
Assets received as reverse recapitalization capital | 1,877 | 1,877 | 0 | 1,877 | 0 | ||||||||||||
Liabilities assumed as reduction of reverse recapitalization capital | 5,910 | 5,910 | 0 | 5,910 | 0 | ||||||||||||
Mark to market adjustment on financial instruments | 144,753 | 23,790 | 55,632 | 21,836 | 26,187 | 79,422 | 26,187 | 224,175 | 48,022 | 205,062 | 47,656 | 0 | |||||
Previously Reported | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Net loss | (37,233) | (1,491) | (74,001) | 10,831 | (77,761) | (75,492) | (137,021) | (112,725) | (126,190) | (106,310) | (210,977) | ||||||
Depreciation and amortization | 303,150 | 200,542 | |||||||||||||||
Bad debt expense | 3,332 | 1,331 | |||||||||||||||
Deferred income tax benefit | (45,105) | 357 | |||||||||||||||
Share-based Compensation | 35,422 | 51,383 | |||||||||||||||
Restructuring and impairment | 5,288 | 0 | |||||||||||||||
Gain (Loss) on Foreign Currency Forward Contracts | (2,903) | 0 | |||||||||||||||
Mark to Market Loss on Contingent Shares | 24,218 | 0 | |||||||||||||||
Loss on extinguishment of debt | 0 | 50,676 | |||||||||||||||
Gain (Loss) on Disposition of Business | (29,192) | 0 | |||||||||||||||
Impairment on assets held for sale | 0 | 18,431 | |||||||||||||||
Increase (Decrease) in Deferred Charges | 5,752 | 2,496 | |||||||||||||||
Tax indemnity write-off | 0 | 0 | |||||||||||||||
Other Noncash Income (Expense) | 2,611 | (374) | |||||||||||||||
Increase (Decrease) in Accounts Receivable | 16,234 | (593) | |||||||||||||||
Increase (Decrease) in Prepaid Expense | 5,245 | (10,224) | |||||||||||||||
Increase (Decrease) in Other Noncurrent Assets | 56,771 | (975) | |||||||||||||||
Accounts payable | (2,851) | (13,838) | |||||||||||||||
Accrued expenses and other current liabilities | (90,568) | 1,095 | |||||||||||||||
Deferred revenues | 80,683 | 33,480 | |||||||||||||||
Operating lease right of use assets | 5,329 | 11,365 | |||||||||||||||
Operating lease liabilities | (6,064) | (11,251) | |||||||||||||||
Other liabilities | 2,458 | (5,344) | |||||||||||||||
Net Cash Provided by (Used in) Operating Activities | 263,500 | 117,580 | |||||||||||||||
Capital expenditures | (107,713) | (69,836) | |||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | (2,919,871) | (68,424) | |||||||||||||||
Acquisition of intangible assets | (5,982) | (2,625) | |||||||||||||||
Proceeds from sale of product line, net of restricted cash | 41,398 | 0 | |||||||||||||||
Net Cash Provided by (Used in) Investing Activities | (2,992,168) | (140,885) | |||||||||||||||
Proceeds from revolving credit facility | 60,000 | 70,000 | |||||||||||||||
Principal payments on term loan | (12,600) | (641,509) | |||||||||||||||
Repayments of Long-term Lines of Credit | (125,000) | (50,000) | |||||||||||||||
Payments of Debt Issuance Costs | (38,340) | (41,923) | |||||||||||||||
Payment for Contingent Consideration Liability, Financing Activities | (7,816) | (2,371) | |||||||||||||||
Proceeds from reverse recapitalization | 0 | 682,087 | |||||||||||||||
Proceeds from issuance of debt | 1,960,000 | 1,600,000 | |||||||||||||||
Extinguishment of debt | 0 | (1,342,651) | |||||||||||||||
Tax receivable agreement payout | 0 | (200,000) | |||||||||||||||
Proceeds from issuance of ordinary shares | 843,744 | 0 | |||||||||||||||
Proceeds from warrant exercises | 277,526 | 0 | |||||||||||||||
Proceeds from stock options exercised | 2,122 | 1,582 | |||||||||||||||
Payments related to tax withholding for stock-based compensation | (33,056) | 0 | |||||||||||||||
Net cash provided by (used in) financing activities | 2,926,580 | 75,215 | |||||||||||||||
Effects of exchange rates | (5,043) | (971) | |||||||||||||||
Restricted cash | 11,278 | 9 | 11,278 | 9 | 9 | ||||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 269,008 | 76,139 | 269,008 | 76,139 | 25,584 | ||||||||||||
Cash paid for interest | 97,510 | 101,164 | |||||||||||||||
Cash paid for income tax | 27,621 | 29,204 | |||||||||||||||
Capital expenditures included in accounts payable | 7,783 | 8,762 | |||||||||||||||
Cash and cash equivalents | 257,730 | 601,075 | 608,522 | 308,021 | 76,130 | 88,812 | 43,063 | 608,522 | 43,063 | 601,075 | 88,812 | 257,730 | 76,130 | 25,575 | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 192,869 | 50,939 | |||||||||||||||
Less: Cash included in assets held for sale, end of period | 0 | (384) | 0 | (384) | |||||||||||||
Assets received as reverse recapitalization capital | 0 | 1,877 | |||||||||||||||
Liabilities assumed as reduction of reverse recapitalization capital | 0 | 5,910 | |||||||||||||||
Mark to market adjustment on financial instruments | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Net loss | (144,753) | (23,790) | (55,632) | (21,836) | (26,187) | (79,422) | (26,187) | (224,175) | (48,022) | (47,656) | |||||||
Depreciation and amortization | 0 | ||||||||||||||||
Bad debt expense | 0 | ||||||||||||||||
Deferred income tax benefit | 0 | ||||||||||||||||
Share-based Compensation | 0 | ||||||||||||||||
Restructuring and impairment | 0 | ||||||||||||||||
Gain (Loss) on Foreign Currency Forward Contracts | 0 | ||||||||||||||||
Mark to Market Loss on Contingent Shares | 0 | ||||||||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||||||
Gain (Loss) on Disposition of Business | 0 | ||||||||||||||||
Impairment on assets held for sale | 0 | ||||||||||||||||
Increase (Decrease) in Deferred Charges | 0 | ||||||||||||||||
Tax indemnity write-off | 0 | ||||||||||||||||
Other Noncash Income (Expense) | 0 | ||||||||||||||||
Increase (Decrease) in Accounts Receivable | 0 | ||||||||||||||||
Increase (Decrease) in Prepaid Expense | 0 | ||||||||||||||||
Increase (Decrease) in Other Noncurrent Assets | 0 | ||||||||||||||||
Accounts payable | 0 | ||||||||||||||||
Accrued expenses and other current liabilities | 0 | ||||||||||||||||
Deferred revenues | 0 | ||||||||||||||||
Operating lease right of use assets | 0 | ||||||||||||||||
Operating lease liabilities | 0 | ||||||||||||||||
Other liabilities | 0 | ||||||||||||||||
Net Cash Provided by (Used in) Operating Activities | 0 | ||||||||||||||||
Capital expenditures | 0 | ||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||||||||||||||||
Acquisition of intangible assets | 0 | ||||||||||||||||
Proceeds from sale of product line, net of restricted cash | 0 | ||||||||||||||||
Net Cash Provided by (Used in) Investing Activities | 0 | ||||||||||||||||
Proceeds from revolving credit facility | 0 | ||||||||||||||||
Principal payments on term loan | 0 | ||||||||||||||||
Repayments of Long-term Lines of Credit | 0 | ||||||||||||||||
Payments of Debt Issuance Costs | 0 | ||||||||||||||||
Payment for Contingent Consideration Liability, Financing Activities | 0 | ||||||||||||||||
Proceeds from reverse recapitalization | 0 | ||||||||||||||||
Proceeds from issuance of debt | 0 | ||||||||||||||||
Extinguishment of debt | 0 | ||||||||||||||||
Tax receivable agreement payout | 0 | ||||||||||||||||
Proceeds from issuance of ordinary shares | 0 | ||||||||||||||||
Proceeds from warrant exercises | 0 | ||||||||||||||||
Proceeds from stock options exercised | 0 | ||||||||||||||||
Payments related to tax withholding for stock-based compensation | 0 | ||||||||||||||||
Net cash provided by (used in) financing activities | 0 | ||||||||||||||||
Effects of exchange rates | 0 | ||||||||||||||||
Restricted cash | 0 | 0 | 0 | ||||||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 0 | 0 | 0 | ||||||||||||||
Cash paid for interest | 0 | ||||||||||||||||
Cash paid for income tax | 0 | ||||||||||||||||
Capital expenditures included in accounts payable | 0 | ||||||||||||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 0 | ||||||||||||||||
Less: Cash included in assets held for sale, end of period | 0 | 0 | |||||||||||||||
Assets received as reverse recapitalization capital | 0 | ||||||||||||||||
Liabilities assumed as reduction of reverse recapitalization capital | 0 | ||||||||||||||||
Mark to market adjustment on financial instruments | $ 144,753 | $ 23,790 | $ 55,632 | $ 21,836 | $ 26,187 | $ 79,422 | $ 26,187 | $ 224,175 | $ 48,022 | 47,656 | |||||||
Revision Of Prior Period Error Correction Adjustment Amd No 1 | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Net loss | (205,559) | ||||||||||||||||
Depreciation and amortization | 0 | ||||||||||||||||
Bad debt expense | 0 | ||||||||||||||||
Deferred income tax benefit | 0 | ||||||||||||||||
Share-based Compensation | 0 | ||||||||||||||||
Restructuring and impairment | 0 | ||||||||||||||||
Gain (Loss) on Foreign Currency Forward Contracts | 0 | ||||||||||||||||
Mark to Market Loss on Contingent Shares | 0 | ||||||||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||||||
Gain (Loss) on Disposition of Business | 0 | ||||||||||||||||
Impairment on assets held for sale | 0 | ||||||||||||||||
Increase (Decrease) in Deferred Charges | 0 | ||||||||||||||||
Tax indemnity write-off | 0 | ||||||||||||||||
Other Noncash Income (Expense) | 0 | ||||||||||||||||
Increase (Decrease) in Accounts Receivable | 13,713 | ||||||||||||||||
Increase (Decrease) in Prepaid Expense | 497 | ||||||||||||||||
Increase (Decrease) in Other Noncurrent Assets | (13,713) | ||||||||||||||||
Accounts payable | 0 | ||||||||||||||||
Accrued expenses and other current liabilities | 0 | ||||||||||||||||
Deferred revenues | 0 | ||||||||||||||||
Operating lease right of use assets | 0 | ||||||||||||||||
Operating lease liabilities | 0 | ||||||||||||||||
Other liabilities | 0 | ||||||||||||||||
Net Cash Provided by (Used in) Operating Activities | 0 | ||||||||||||||||
Capital expenditures | 0 | ||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||||||||||||||||
Acquisition of intangible assets | 0 | ||||||||||||||||
Proceeds from sale of product line, net of restricted cash | 0 | ||||||||||||||||
Net Cash Provided by (Used in) Investing Activities | 0 | ||||||||||||||||
Proceeds from revolving credit facility | 0 | ||||||||||||||||
Principal payments on term loan | 0 | ||||||||||||||||
Repayments of Long-term Lines of Credit | 0 | ||||||||||||||||
Payments of Debt Issuance Costs | 0 | ||||||||||||||||
Payment for Contingent Consideration Liability, Financing Activities | 0 | ||||||||||||||||
Proceeds from reverse recapitalization | 0 | ||||||||||||||||
Proceeds from issuance of debt | 0 | ||||||||||||||||
Extinguishment of debt | 0 | ||||||||||||||||
Tax receivable agreement payout | 0 | ||||||||||||||||
Proceeds from issuance of ordinary shares | 0 | ||||||||||||||||
Proceeds from warrant exercises | 0 | ||||||||||||||||
Proceeds from stock options exercised | 0 | ||||||||||||||||
Payments related to tax withholding for stock-based compensation | 0 | ||||||||||||||||
Net cash provided by (used in) financing activities | 0 | ||||||||||||||||
Effects of exchange rates | 0 | ||||||||||||||||
Restricted cash | 0 | 0 | 0 | 0 | |||||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 0 | 0 | 0 | 0 | |||||||||||||
Cash paid for interest | 0 | ||||||||||||||||
Cash paid for income tax | 0 | ||||||||||||||||
Capital expenditures included in accounts payable | 0 | ||||||||||||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |||||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 0 | ||||||||||||||||
Less: Cash included in assets held for sale, end of period | 0 | 0 | |||||||||||||||
Assets received as reverse recapitalization capital | 0 | ||||||||||||||||
Liabilities assumed as reduction of reverse recapitalization capital | 0 | ||||||||||||||||
Mark to market adjustment on financial instruments | 205,062 | ||||||||||||||||
Revision Of Prior Period Error Correction Adjustment Amd No 2 | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Net loss | (38,756) | ||||||||||||||||
Depreciation and amortization | 0 | ||||||||||||||||
Bad debt expense | 0 | ||||||||||||||||
Deferred income tax benefit | (404) | ||||||||||||||||
Share-based Compensation | (1,264) | ||||||||||||||||
Restructuring and impairment | (76) | ||||||||||||||||
Gain (Loss) on Foreign Currency Forward Contracts | 0 | ||||||||||||||||
Mark to Market Loss on Contingent Shares | 994 | ||||||||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||||||
Gain (Loss) on Disposition of Business | 0 | ||||||||||||||||
Impairment on assets held for sale | 0 | ||||||||||||||||
Increase (Decrease) in Deferred Charges | 0 | ||||||||||||||||
Tax indemnity write-off | 0 | ||||||||||||||||
Other Noncash Income (Expense) | 0 | ||||||||||||||||
Increase (Decrease) in Accounts Receivable | 0 | ||||||||||||||||
Increase (Decrease) in Prepaid Expense | 0 | ||||||||||||||||
Increase (Decrease) in Other Noncurrent Assets | 2,620 | ||||||||||||||||
Accounts payable | 0 | ||||||||||||||||
Accrued expenses and other current liabilities | 35,774 | ||||||||||||||||
Deferred revenues | 0 | ||||||||||||||||
Operating lease right of use assets | 0 | ||||||||||||||||
Operating lease liabilities | 0 | ||||||||||||||||
Other liabilities | 1,112 | ||||||||||||||||
Net Cash Provided by (Used in) Operating Activities | 0 | ||||||||||||||||
Capital expenditures | 0 | ||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 3,400 | ||||||||||||||||
Acquisition of intangible assets | 0 | ||||||||||||||||
Proceeds from sale of product line, net of restricted cash | 0 | ||||||||||||||||
Net Cash Provided by (Used in) Investing Activities | 3,400 | ||||||||||||||||
Proceeds from revolving credit facility | 0 | ||||||||||||||||
Principal payments on term loan | 0 | ||||||||||||||||
Repayments of Long-term Lines of Credit | 0 | ||||||||||||||||
Payments of Debt Issuance Costs | 0 | ||||||||||||||||
Payment for Contingent Consideration Liability, Financing Activities | 0 | ||||||||||||||||
Proceeds from reverse recapitalization | 0 | ||||||||||||||||
Proceeds from issuance of debt | 0 | ||||||||||||||||
Extinguishment of debt | 0 | ||||||||||||||||
Tax receivable agreement payout | 0 | ||||||||||||||||
Proceeds from issuance of ordinary shares | 0 | ||||||||||||||||
Proceeds from warrant exercises | 0 | ||||||||||||||||
Proceeds from stock options exercised | 0 | ||||||||||||||||
Payments related to tax withholding for stock-based compensation | 0 | ||||||||||||||||
Net cash provided by (used in) financing activities | 0 | ||||||||||||||||
Effects of exchange rates | 0 | ||||||||||||||||
Restricted cash | 3,400 | 0 | 3,400 | 0 | |||||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 3,400 | 0 | 3,400 | 0 | |||||||||||||
Cash paid for interest | 0 | ||||||||||||||||
Cash paid for income tax | 0 | ||||||||||||||||
Capital expenditures included in accounts payable | 0 | ||||||||||||||||
Cash and cash equivalents | 0 | $ 0 | 0 | $ 0 | |||||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 3,400 | ||||||||||||||||
Less: Cash included in assets held for sale, end of period | $ 0 | 0 | |||||||||||||||
Assets received as reverse recapitalization capital | 0 | ||||||||||||||||
Liabilities assumed as reduction of reverse recapitalization capital | 0 | ||||||||||||||||
Mark to market adjustment on financial instruments | $ 0 |
Restatement of Prior Period F_7
Restatement of Prior Period Financial Statements - Restated Statements of Changes in Equity (Details) - USD ($) $ in Thousands | Nov. 23, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 9,034,790 | $ 2,022,313 | $ 2,191,354 | $ 1,925,681 | $ 1,248,599 | $ 1,260,928 | $ 1,266,949 | $ 990,772 | $ 2,191,354 | $ 1,266,949 | $ 2,022,313 | $ 1,260,928 | $ 9,034,790 | $ 1,248,599 | $ 1,050,607 | $ 1,286,106 | |
Issuance of common stock, net (in shares) | 163,516 | ||||||||||||||||
Issuance of ordinary shares, net | 6,715,030 | 304,030 | 539,714 | 7,558,774 | 1,582 | 1,574 | |||||||||||
Share-based award activity | 9,196 | 5,520 | 4,322 | 16,384 | 4,708 | 9,567 | 33,932 | 3,176 | 35,422 | 51,383 | 13,715 | ||||||
Net loss | (13,725) | (181,986) | (25,281) | (129,633) | (84,421) | (11,005) | (103,948) | (59,260) | (154,914) | (163,208) | (336,900) | (174,212) | (350,625) | (258,633) | (242,162) | ||
Other Comprehensive Income (Loss), Net of Tax | 497,575 | 10,436 | (2,280) | (8,470) | 2,080 | (4,724) | (3,842) | $ (3,751) | $ (10,750) | $ (7,593) | $ (314) | $ (12,317) | 497,261 | (10,237) | $ (8,626) | ||
Stock Issued During Period, Value, Merger Recapitalization | 678,054 | ||||||||||||||||
Shares Issued During Period Value Tax Receivable Agreement | 264,000 | 264,600 | (264,000) | ||||||||||||||
Shares subject to Redemption | $ (64,157) | $ (64,157) | |||||||||||||||
Shares Issued During Period Value Settlement Of Tax Receivable Agreement | $ 64,000 | ||||||||||||||||
Stock Issued During Period, Value, Private Warrants Exercised | 4,124 | 4,124 | |||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | 277,526 | $ 277,526 | |||||||||||||||
Stock Issued During Period, Shares, Private Warrants Exercised | 274,000 | 0 | |||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 815 | 125 | 1,182 | $ 141 | $ 2,122 | ||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (4,500) | $ (3,136) | $ (15,118) | $ (10,302) | (33,056) | ||||||||||||
Shares Issued During Period Value Settlement Of Tax Receivable Agreement - Settlement | $ 64,000 | ||||||||||||||||
Treasury Stock, Value | $ 196,038 | 196,038 | |||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ (196,038) | ||||||||||||||||
Treasury Stock, Common, Shares | 6,325,860 | 6,325,860 | |||||||||||||||
Treasury Stock, Common, Value | $ 196,038 | $ 196,038 | |||||||||||||||
Ordinary Shares | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Shares, Outstanding | 606,329,598 | 389,220,967 | 387,335,119 | 364,938,052 | 306,874,115 | 306,050,763 | 305,268,497 | 217,526,427 | 387,335,119 | 305,268,497 | 389,220,967 | 306,050,763 | 606,329,598 | 306,874,115 | 217,526,425 | 217,327,823 | |
Stockholders' Equity Attributable to Parent | $ 9,989,284 | $ 3,264,619 | $ 3,262,110 | $ 2,968,876 | $ 2,144,372 | $ 2,074,360 | $ 2,064,652 | $ 1,680,686 | $ 3,262,110 | $ 2,064,652 | $ 3,264,619 | $ 2,074,360 | $ 9,989,284 | $ 2,144,372 | $ 1,677,510 | $ 1,662,221 | |
Conversion of units of share capital (in shares) | 215,880,202 | 215,683,103 | |||||||||||||||
Issuance of common stock, net (in shares) | 216,683,778 | 0 | 20,982,500 | 27,600,000 | (823,352) | 7,929 | 2 | 265,266,278 | 1,597,691 | 198,602 | |||||||
Issuance of ordinary shares, net | $ 6,715,030 | $ 304,030 | $ 539,714 | $ 1,304 | $ 137 | $ 7,558,774 | $ 1,582 | $ 1,574 | |||||||||
Share-based award activity | $ 9,196 | $ 5,520 | $ 4,322 | $ 16,384 | 4,708 | $ 9,567 | 33,932 | $ 3,176 | $ 35,422 | 51,383 | 13,715 | ||||||
Stock Issued During Period, Value, Merger Recapitalization | 678,054 | ||||||||||||||||
Shares Issued During Period Value Tax Receivable Agreement | (264,000) | ||||||||||||||||
Shares subject to Redemption | (64,157) | $ (64,157) | |||||||||||||||
Shares Issued During Period Value Settlement Of Tax Receivable Agreement | 64,000 | ||||||||||||||||
Merger recapitalization (in shares) | 87,749,999 | ||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 28,880,098 | 28,880,098 | |||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 277,526 | $ 277,526 | |||||||||||||||
Stock Issued During Period, Shares, Private Warrants Exercised | 274,000 | 274,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 535,768 | 4,068,307 | 3,723,332 | 3,715,455 | 1,254,662 | 12,042,862 | |||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 815 | $ 125 | $ 1,182 | $ 141 | $ 2,122 | ||||||||||||
Vesting of Restricted Stock Units | 114,812 | 2,459 | 2,528 | 169,842 | 289,641 | ||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (499,727) | (2,184,918) | (2,311,293) | (2,301,458) | (472,396) | (7,297,396) | |||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | $ (4,500) | $ (3,136) | $ (15,118) | $ (10,302) | $ (33,056) | ||||||||||||
Shares Issued During Period Value Settlement Of Tax Receivable Agreement - Settlement | $ 64,000 | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | 492,382 | (5,193) | (15,629) | (13,349) | (4,879) | $ (6,959) | (2,235) | 1,607 | (15,629) | (2,235) | (5,193) | (6,959) | 492,382 | (4,879) | 5,358 | $ 13,984 | |
Other Comprehensive Income (Loss), Net of Tax | 497,575 | 10,436 | (2,280) | (8,470) | 2,080 | (4,724) | (3,842) | (3,751) | 497,261 | (10,237) | (8,626) | ||||||
Accumulated Deficit | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | (1,250,838) | (1,237,113) | (1,055,127) | (1,029,846) | (890,894) | (806,473) | (795,469) | (691,521) | (1,055,127) | (795,469) | (1,237,113) | (806,473) | (1,250,838) | (890,894) | (632,261) | (390,099) | |
Net loss | $ (13,725) | (181,986) | (25,281) | (129,633) | (84,421) | (11,005) | (103,948) | $ (59,260) | (350,625) | (258,633) | (242,162) | ||||||
Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 0 | 0 | $ 0 | 0 | 0 | ||||||||||
Treasury Stock | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Treasury Stock, Shares, Acquired | 6,325,860 | ||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ (196,038) | ||||||||||||||||
Treasury Stock, Common, Shares | 6,325,860 | 6,325,860 | |||||||||||||||
Treasury Stock, Common, Value | $ (196,038) | $ (196,038) | |||||||||||||||
Previously Reported | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | $ 9,593,971 | 2,358,301 | 2,382,589 | 2,093,126 | 1,360,412 | 1,373,107 | 1,357,292 | 2,382,589 | 1,357,292 | 2,358,301 | 1,373,107 | 9,593,971 | 1,360,412 | $ 1,050,607 | $ 1,286,106 | ||
Net loss | $ (37,233) | $ (1,491) | (74,001) | $ 10,831 | $ (77,761) | $ (75,492) | $ (137,021) | $ (112,725) | $ (126,190) | (106,310) | (210,977) | ||||||
Other Comprehensive Income (Loss), Net of Tax | $ 508,400 | (10,237) | |||||||||||||||
Previously Reported | Ordinary Shares | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Shares, Outstanding | 1,646,223 | 1,644,720 | |||||||||||||||
Stockholders' Equity Attributable to Parent | $ 1,677,510 | $ 1,662,221 | |||||||||||||||
Previously Reported | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | 5,358 | 13,984 | |||||||||||||||
Previously Reported | Accumulated Deficit | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | $ (632,261) | $ (390,099) | |||||||||||||||
Revision of Prior Period, Accounting Standards Update, Adjustment | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | (9,319) | (9,319) | (9,319) | ||||||||||||||
Revision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Deficit | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Stockholders' Equity Attributable to Parent | $ (9,319) | $ (9,319) | $ (9,319) |
Accounting Changes and Error _3
Accounting Changes and Error Corrections (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | $ 737,733 | $ 238,638 | $ 279,160 | $ 343,177 | $ 333,858 | $ 226,997 | $ 270,584 | $ 331,295 | $ 317,808 |
Revision Of Prior Period Error Correction Adjustment Amd No 1 | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | (13,713) | ||||||||
Revision Of Prior Period Error Correction Adjustment Amd No 2 | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts receivable, net of allowance of $8,745 and $16,511 at December 31, 2020 and December 31, 2019, respectively | $ 0 |