Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 672,549,836 | |
Document Information [Line Items] | ||
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Entity Tax Identification Number | 00-0000000 | |
Entity Central Index Key | 0001764046 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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] | ||
Trading Symbol | CLVT | |
Title of 12(b) Security | Ordinary Shares, no par value | |
Security Exchange Name | NYSE | |
Preferred Shares | ||
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] | ||
Trading Symbol | CLVT PR A | |
Title of 12(b) Security | 5.25% Series A Mandatory Convertible Preferred Shares, no par value | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 500.2 | $ 430.9 |
Restricted cash | 15.5 | 156.7 |
Accounts receivable, net | 859.8 | 906.4 |
Prepaid expenses | 97.7 | 76.6 |
Other current assets | 76.9 | 66.6 |
Total current assets | 1,550.1 | 1,637.2 |
Property and equipment, net | 80 | 83.8 |
Other intangible assets, net | 10,137.9 | 10,392.4 |
Goodwill | 7,803.4 | 7,904.9 |
Other non-current assets | 63.1 | 50.8 |
Deferred income taxes | 28.6 | 27.9 |
Operating lease right-of-use assets | 80.6 | 86 |
Total Assets | 19,743.7 | 20,183 |
Current liabilities: | ||
Accounts payable | 117.3 | 129.2 |
Accrued expenses and other current liabilities | 532 | 679.6 |
Current portion of deferred revenues | 1,080.6 | 1,030.4 |
Current portion of operating lease liability | 30.5 | 32.2 |
Long-term Debt and Lease Obligation, Current | 30.6 | 30.6 |
Total current liabilities | 1,791 | 1,902 |
Long-term Debt and Lease Obligation | 5,452 | 5,456.3 |
Warrants and Rights Outstanding | 127.4 | 227.8 |
Non-current portion of deferred revenues | 54.7 | 54.2 |
Other non-current liabilities | 143.2 | 142.7 |
Deferred income taxes | 376.7 | 380.1 |
Operating lease liabilities | 89.1 | 94 |
Total liabilities | 8,034.1 | 8,257.1 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred Stock, Value, Issued | $ 1,392.6 | $ 1,392.6 |
Capital stock, issued (in shares) | 681,463,527 | 683,139,210 |
Ordinary Shares, no par value; unlimited shares authorized at March 31, 2022 and December 31, 2021; 681,463,527 and 683,139,210 shares issued, and 678,974,630 and 683,139,210 shares outstanding at March 31, 2022 and December 31, 2021, respectively | $ 11,815 | $ 11,827.9 |
Treasury Stock, Common, Value | 48.7 | 16.9 |
Accumulated other comprehensive income | 103.5 | 326.7 |
Accumulated deficit | (1,552.8) | (1,604.4) |
Total shareholders’ equity | 11,709.6 | 11,925.9 |
Total Liabilities and Shareholders’ Equity | $ 19,743.7 | $ 20,183 |
Capital stock, outstanding (in shares) | 678,974,630 | 683,139,210 |
Preferred Stock, Shares Authorized | 14,375,000 | |
Preferred Stock, Shares Issued | 14,375,000 | 14,375,000 |
Preferred Stock, Shares Outstanding | 14,375,000 | 14,375,000 |
Treasury stock (in shares) | 2,488,897 | 547,136 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Mar. 31, 2022$ / sharesshares |
Statement of Financial Position [Abstract] | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0 |
Preferred Stock, Shares Authorized | 14,375,000 |
Preferred Stock, Shares Issued | 14,375,000 |
Preferred Stock, Shares Outstanding | 14,375,000 |
Capital stock, par value (in dollars per share) | $ / shares | $ 0 |
Capital stock, issued (in shares) | 681,463,527 |
Capital stock, outstanding (in shares) | 678,974,630 |
Treasury stock (in shares) | 2,488,897 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues, net | $ 662.2 | $ 428.4 |
Operating expenses: | ||
Cost of Revenue | 249.2 | 147.9 |
Selling, general and administrative costs | 193.7 | 134.3 |
Depreciation, Depletion and Amortization | 176.4 | 131.6 |
Restructuring and impairment | 11.7 | 67.9 |
Other operating (income) expense, net | (13.7) | 16.2 |
Total operating expenses | 617.3 | 497.9 |
Income (loss) from operations | 44.9 | (69.5) |
Fair Value Adjustment of Warrants | (100.4) | (51.2) |
Income (loss) before interest expense and income tax | 145.3 | (18.3) |
Interest expense and amortization of debt discount, net | 59.5 | 37.4 |
Income (loss) before income tax | 85.8 | (55.7) |
Provision for income taxes | 16.3 | 0.3 |
Net income (loss) | 69.5 | (56) |
Preferred Stock Dividends, Income Statement Impact | 18.7 | 0 |
Net loss attributable to ordinary shares | $ 50.8 | $ (56) |
Per share: | ||
Basic (usd per share) | $ 0.07 | $ (0.09) |
Diluted (usd per share) | $ (0.06) | $ (0.17) |
Weighted-average shares outstanding: | ||
Basic weighted-average number of ordinary shares outstanding (in shares) | 682,539,103 | 602,272,375 |
Diluted weighted-average number of ordinary shares outstanding (in shares) | 687,994,133 | 612,598,664 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 69.5 | $ (56) |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Interest rate swaps | 11.9 | 1.3 |
Foreign currency translation adjustment | (235.1) | 18.3 |
Total other comprehensive (loss) income, net of tax | (223.2) | 19.6 |
Comprehensive loss | $ (153.7) | $ (36.4) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions | Total | Ordinary Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Preferred Stock | Treasury Stock |
Increase (Decrease) in Shareholders' Equity | ||||||
Capital stock, outstanding (in shares) | 606,300,000 | |||||
Balance at beginning of the period at Dec. 31, 2020 | $ 9,034.8 | $ 9,989.2 | $ 492.4 | $ (1,250.8) | ||
Treasury Stock, Shares, Beginning Balance at Dec. 31, 2020 | 6,300,000 | |||||
Treasury Stock, Value, Beginning Balance at Dec. 31, 2020 | $ (196) | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Exercise of Private Placement Warrants (in shares) | 200,000 | |||||
Exercise of Private Placement Warrants | 3.6 | $ 3.6 | ||||
Exercise of stock options (in shares) | 800,000 | |||||
Stock Issued During Period, Value, Stock Options Exercised | 5.1 | $ 5.1 | ||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (400,000) | |||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (4.5) | $ (4.5) | ||||
Issuance of ordinary shares, net (in shares) | 4,400,000 | |||||
Stock Issued During Period, Value, New Issues | 105.5 | $ 105.5 | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 10.5 | 10.5 | ||||
Net income (loss) | (56) | (56) | ||||
Other Comprehensive Income (Loss), Net of Tax | 19.6 | 19.6 | 0 | |||
Balance at end of the period at Mar. 31, 2021 | $ 9,118.6 | $ 10,109.4 | 512 | (1,306.8) | ||
Treasury Stock, Shares, Ending Balance at Mar. 31, 2021 | 6,300,000 | |||||
Treasury Stock, Value, Ending Balance at Mar. 31, 2021 | $ (196) | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Exercised/Vested (in share) | 0 | |||||
Capital stock, outstanding (in shares) | 611,300,000 | |||||
Preferred Stock, Shares Outstanding | 14,375,000 | 14,400,000 | ||||
Capital stock, outstanding (in shares) | 683,139,210 | |||||
Balance at beginning of the period (in shares) at Dec. 31, 2021 | 683,100,000 | |||||
Balance at beginning of the period at Dec. 31, 2021 | $ 11,925.9 | $ 11,827.9 | 326.7 | (1,604.4) | $ 1,392.6 | |
Treasury Stock, Shares, Beginning Balance at Dec. 31, 2021 | 547,136 | 500,000 | ||||
Treasury Stock, Value, Beginning Balance at Dec. 31, 2021 | $ 16.9 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Exercise of stock options (in shares) | 200,000 | |||||
Stock Issued During Period, Value, Stock Options Exercised | $ 0.4 | $ 0.4 | ||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (400,000) | |||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (5.4) | $ (5.4) | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 26.9 | $ 26.9 | ||||
Treasury Stock, Shares, Acquired | 4,100,000 | 4,100,000 | 4,100,000 | |||
Treasury Stock, Common, Value | $ (66.4) | $ (66.4) | ||||
Treasury Stock, Shares, Retired | (2,100,000) | 0 | (2,100,000) | |||
Treasury Stock, Retired, Cost Method, Amount | $ (33.3) | $ (34.8) | 1.5 | $ 33.3 | ||
Stock Issued During Period, Shares, Treasury Stock Reissued | 41,700 | 0 | 0 | |||
Issuance of treasury shares, net | $ 0.6 | (0.7) | $ 1.3 | |||
Common Stock Dividends, Shares | 0 | |||||
Preferred Stock Dividends, Income Statement Impact | (18.7) | $ 0 | (18.7) | |||
Net income (loss) | 69.5 | 69.5 | ||||
Other Comprehensive Income (Loss), Net of Tax | (223.2) | (223.2) | ||||
Balance at end of the period at Mar. 31, 2022 | $ 11,709.6 | $ 11,815 | $ 103.5 | $ (1,552.8) | $ 1,392.6 | |
Treasury Stock, Shares, Ending Balance at Mar. 31, 2022 | 2,488,897 | 2,500,000 | ||||
Treasury Stock, Value, Ending Balance at Mar. 31, 2022 | $ 48.7 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Stockholders' Equity, Other Shares | (500,000) | |||||
Exercised/Vested (in share) | 700,000 | |||||
Preferred Stock, Shares Outstanding | 14,375,000 | 14,400,000 | ||||
Capital stock, outstanding (in shares) | 678,974,630 | 679,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 69.5 | $ (56) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Deferred income taxes | (1.3) | 0.2 |
Share-based compensation | 24.6 | 1.2 |
Restructuring Costs and Asset Impairment Charges | (0.9) | 38.9 |
Gain (Loss) on Foreign Currency Forward Contracts | 6.7 | (1) |
Mark to Market Loss on Contingent Shares | 0 | (25.1) |
Fair Value Adjustment of Warrants | (100.4) | (51.2) |
Amortization of debt issuance costs | 3.6 | 2.3 |
Other operating activities | (19.5) | 7.3 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 40.2 | 44.2 |
Prepaid expenses | (20.8) | (7.2) |
Other assets | (18.5) | (0.9) |
Accounts payable | (10.3) | 13.7 |
Accrued expenses and other current liabilities | (143.9) | 29.1 |
Deferred revenues | 63.3 | 66 |
Operating lease right of use assets | 4.6 | 7.5 |
Other liabilities | (0.8) | (0.9) |
Net cash provided by operating activities | 67.4 | 174 |
Cash Flows From Investing Activities | ||
Capital expenditures | (41.4) | (33) |
Acquisitions, net of cash acquired | (1.3) | 0.4 |
Net cash used in investing activities | (42.7) | (32.6) |
Cash Flows From Financing Activities | ||
Principal payments on term loan | (7.2) | (7.2) |
Payment of debt issuance costs and discounts | (2.1) | 0 |
Payments for Repurchase of Equity | (55.1) | |
Payments of Dividends | (18.9) | |
Proceeds from stock options exercised | 0.4 | 5.1 |
Finance Lease, Principal Payments | (0.5) | |
Payments related to tax withholding for stock-based compensation | (5.4) | (4.5) |
Net cash used in financing activities | (88.8) | (6.6) |
Effects of exchange rates | (7.8) | 8.7 |
Net increase in cash and cash equivalents | 69.3 | 141.3 |
Net (decrease) increase in restricted cash | (141.2) | 2.2 |
Net (decrease) increase in cash and cash equivalents, and restricted cash | (71.9) | 143.5 |
Cash: | ||
Cash and cash equivalents | 500.2 | 399 |
Restricted cash | 15.5 | 16.9 |
Total cash and cash equivalents, and restricted cash | 515.7 | 415.9 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 27.8 | 27.3 |
Cash paid for income tax | 3.6 | 2.6 |
Capital expenditures included in accounts payable | 7.7 | 6.1 |
Noncash Financing Items [Abstract] | ||
Stock Issued During Period, Value, New Issues | 105.5 | |
Treasury Stock, Retired, Cost Method, Amount | (33.3) | |
Treasury Stock, Value, Acquired, Cost Method, Settled in Subsequent Period | 11.3 | |
Preferred Stock, Amount of Preferred Dividends in Arrears | 6.4 | |
Total Non-Cash Financing Activities | (15.6) | 105.5 |
Derivative, Gain (Loss) on Derivative, Net | (6.7) | 1 |
Increase (Decrease) in Operating Lease Liability | (5.1) | (25.7) |
Increase (Decrease) Operating Lease Right Of Use Assets | (4.6) | (7.5) |
Depreciation, Depletion and Amortization | $ 176.4 | 131.6 |
CPA Global | ||
Noncash Financing Items [Abstract] | ||
Value of stock issued | 43.9 | |
DRG | ||
Noncash Financing Items [Abstract] | ||
Value of stock issued | $ 61.6 |
Background and Nature of Operat
Background and Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
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, pursuant to the definitive agreement entered into on May 13, 2019 to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”). The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enable 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"). See Note 18 - Segment Information, for additional information on the Company's reportable segments. Risks and Uncertainties In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and issues relating to the resurgence of COVID-19 and/or new strains of COVID-19 along with continuously evolving responses to combat it have had an increasingly negative impact on the global economy. This has had, and may continue to have, an adverse impact to our operational and financial performance as well as the businesses of our customers and partners, including their spending priorities. It is difficult to predict the full extent of the potential effects and impact on our operations, business, and financial performance, however, we continue to conduct business with substantial modifications and precautionary measures to our daily operations. Modifications include less employee travel as well as a virtual shift related to work location, and sales and marketing events. Given the uncertainty around the severity and duration of the COVID-19 pandemic, the Company cannot reasonably estimate the full impact on our business, financial condition and results of operations at this time, which may be material. As the conflict in Ukraine continues to evolve, we are closely monitoring the current and potential impact on our business, our people, and our clients. Given the levying of sanctions, regional instability, geopolitical shifts, and other potential adverse effects on macroeconomics conditions, security conditions, currency exchange, and financial markets, the short and long-term implications of Russia’s invasion of Ukraine are not possible to predict. We do not expect any direct impacts to our business to be material, but we are not currently able to predict any indirect impacts on the global economy and how those could negatively affect our business in the future. We continue to monitor any evolving impacts of this conflict and its effects on the global economy and geopolitical landscape. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. Results from interim periods should not be considered indicative of results for the full year. In the opinion of management, these Condensed Consolidated Financial Statements reflect all adjustments necessary for a fair statement of financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable is considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation. The Employee Benefit Trust ("EBT") associated with the CPA Global Equity Plan was consolidated on October 1, 2020. The EBT held Clarivate shares that were recorded as treasury shares as they were legally issued but not outstanding. The EBT also holds cash that is classified as restricted cash on the Condensed Consolidated Balance Sheet. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 10, 2022. Newly Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , 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. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to the above ASU to clarify certain optional expedients in Topic 848. The Company adopted the new standard effective July 1, 2021 and 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 continues to account for its interest rate swaps in accordance with hedge accounting and will not apply modification accounting to its debt agreements. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity because of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods. The Company adopted ASU 2020-06 effective January 1, 2022 prospectively, and the adoption did not have a material impact on our condensed consolidated financial statements. In April 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options , which provides guidance regarding the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 effective January 1, 2022, and the adoption did not have a material impact on our condensed consolidated financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments , to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities as well as disclosing key information about leasing transactions. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities. The Company adopted the ASU at January 1, 2022, and the adoption did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815) – Portfolio Layer Method, amendments in this ASU allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the standard will have on our condensed consolidated financial statements and it is expected that the adoption will not have a material impact. There were no other new accounting standards or updates issued or effective as of March 31, 2022, that have, or are expected to have, a material impact on the Company's Condensed Consolidated Financial Statements. |
Other Operating Income, Net | Other Operating (Income) Expense, Net Other operating (income) expense, net, consisted of the following for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Net foreign exchange (gain) loss $ (20.4) $ 16.0 Miscellaneous expense, net 6.7 0.2 Other operating (income) expense, net $ (13.7) $ 16.2 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Acquisition of ProQuest On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equity holders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $4,994.3, net of $52.5 cash acquired. The aggregate consideration was composed of (i) $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,951.9 in cash, including approximately $917.5 to fund the repayment of ProQuest debt. Issuance of 46.9 million shares (1) $ 1,094.9 Cash consideration (2) 3,951.9 Total purchase price 5,046.8 Cash acquired (3) (52.5) Total purchase price, net of cash acquired $ 4,994.3 (1) Based on the Company’s closing share price of $23.34 on November 30, 2021. (2) Based on the Closing Statement, total cash consideration of $3,951.9 includes a base cash consideration of $3,988.0, less working capital adjustments of $31.7, less closing indebtedness adjustments of $36.6, plus closing cash consideration of $32.2 as defined in the Transaction Agreement. (3) Cash acquired includes $52.5 of total cash acquired, less $2.0 of restricted cash acquired as defined in the Transaction Agreement. 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 majority of goodwill is deductible for tax purposes. During the three months ended March 31, 2022 and 2021, total transaction costs incurred in connection with the acquisition of ProQuest were $5.7 and $0.1, respectively. The ProQuest acquisition is reported as part of the Science Segment, see Note 18 - Segment Information for further details. The purchase price allocation for the ProQuest acquisition as of the close date of December 1, 2021 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. For example, the attrition assumptions used in valuing the customer relationship intangible assets acquired are provisional. A 0.5% change in the attrition assumption used would represent a material change in the purchase price allocation. The following table summarizes the preliminary purchase price allocation for this acquisition: Original Purchase Price Allocation Measurement Period Adjustments Updated Purchase Price Allocation Accounts receivable $ 113.5 $ 1.2 $ 114.7 Prepaid expenses 22.3 0.9 23.2 Other current assets 23.7 — 23.7 Property and equipment, net 62.3 3.1 65.4 Other intangible assets (1) 3,534.7 — 3,534.7 Other non-current assets 18.0 — 18.0 Deferred income taxes 3.5 — 3.5 Operating lease right-of-use assets 28.4 — 28.4 Total assets $ 3,806.4 $ 5.2 $ 3,811.6 Accounts payable 17.1 — 17.1 Accrued expenses and other current liabilities 136.8 (2.3) 134.5 Current portion of long-term debt 1.1 — 1.1 Current portion of deferred revenue 335.2 — 335.2 Current portion of operating lease liabilities 8.0 — 8.0 Long-term debt 33.4 — 33.4 Deferred income taxes 58.6 0.1 58.7 Non-current portion of deferred revenue 6.8 — 6.8 Other non-current liabilities 89.2 1.7 90.9 Operating lease liabilities 23.1 — 23.1 Total liabilities 709.3 (0.5) 708.8 Fair value of acquired identifiable assets and liabilities $ 3,097.1 $ 5.7 $ 3,102.8 Purchase price, net of cash $ 4,994.3 $ — $ 4,994.3 Less: Fair value of acquired identifiable assets and liabilities 3,097.1 5.7 3,102.8 Goodwill $ 1,897.2 $ (5.7) $ 1,891.5 (1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction. 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 ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of December 1, 2021 Remaining Customer relationships $ 2,773.0 17-23 Technology & databases (1) 709.3 5-17 Trade names 45.7 2-10 Total identifiable intangible assets $ 3,528.0 (1) Technology and databases intangible assets include both acquired technology intangible assets and acquired databases intangible assets. Unaudited pro forma information for the Company for the relevant periods presented as if the acquisition had occurred January 1, 2020 is as follows: Three Months Ended March 31, 2021 Pro forma revenues, net $ 648.1 Pro forma net loss attributable to the Company's shareholders (71.8) 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 ProQuest. The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2020, 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 ProQuest debt and the additional Company borrowings in conjunction with the acquisition, and (iii) acquisition-related transaction costs which reduced expenses by $0.1 for the three months ended March 31, 2021. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has multiple agreements to sublease operating lease right of use assets and recognized $0.8 of sublease income both for the three months ended March 31, 2022 and 2021, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations. On December 1, 2021, Clarivate closed its acquisition of ProQuest. As part of the acquisition, the Company assumed a Finance lease. Refer to Note 6 - Property and Equipment, Net, Note 11 - Debt, and Note 20 - Related Party Transactions for further information. In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the three months ended March 31, 2021. See Note 21 - Restructuring and Impairment for further information. |
Leases | Leases The Company has multiple agreements to sublease operating lease right of use assets and recognized $0.8 of sublease income both for the three months ended March 31, 2022 and 2021, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations. On December 1, 2021, Clarivate closed its acquisition of ProQuest. As part of the acquisition, the Company assumed a Finance lease. Refer to Note 6 - Property and Equipment, Net, Note 11 - Debt, and Note 20 - Related Party Transactions for further information. In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the three months ended March 31, 2021. See Note 21 - Restructuring and Impairment for further information. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following: March 31, December 31, 2022 2021 Computer hardware $ 47.1 $ 45.5 Leasehold improvements 14.4 11.6 Furniture, fixtures and equipment 35.6 34.7 Capital office leases - finance lease asset 31.0 30.5 Other 2.3 2.3 Total property and equipment, gross 130.4 124.6 Accumulated depreciation (50.4) (40.8) Total property and equipment, net $ 80.0 $ 83.8 Depreciation amounted to $10.6 and $3.3 for the three months ended March 31, 2022 and 2021 , respectively, and there were no impairments related to leasehold improvements during the three months ended March 31, 2022, compared to $1.0 for the three months ended March 31, 2021. |
Other Intangible Assets, net an
Other Intangible Assets, net and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, net and Goodwill | Other Intangible Assets, net and Goodwill Other Intangible Assets, net The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: March 31, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 8,155.7 $ (598.2) $ 7,557.5 $ 8,279.1 $ (514.8) $ 7,764.3 Databases and content 2,592.9 (635.9) 1,957.0 2,577.1 (591.0) 1,986.1 Computer software 740.7 (341.9) 398.8 733.1 (320.1) 413.0 Trade names 61.8 (13.2) 48.6 62.1 (10.5) 51.6 Backlog 29.2 (14.5) 14.7 29.1 (13.0) 16.1 Finite-lived intangible assets 11,580.3 (1,603.7) 9,976.6 11,680.5 (1,449.4) 10,231.1 Indefinite-lived intangible assets Trade names 161.3 — 161.3 161.3 — 161.3 Total intangible assets $ 11,741.6 $ (1,603.7) $ 10,137.9 $ 11,841.8 $ (1,449.4) $ 10,392.4 Amortization amounted to $165.8 and $128.3 for the three months ended March 31, 2022, and 2021, respectively. Goodwill The change in the carrying amount of goodwill is shown below: Science Segment Intellectual Property Segment Consolidated Total Balance as of December 31, 2021 $ 3,326.9 $ 4,578.0 $ 7,904.9 Measurement Period Adjustments (1) (2.4) — (2.4) Impact of foreign currency fluctuations and other 0.2 (99.3) (99.1) Balance as of March 31, 2022 $ 3,324.7 $ 4,478.7 $ 7,803.4 (1) Includes $(2.4) in purchase accounting adjustments recorded in 2022, of which $(5.7) was related to the ProQuest acquisition. See Note 4 - Business Combinations for further information. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company had interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $350.0 of its outstanding Term Loan arrangements which matured on March 31, 2021. In March 2021, the Company replaced the interest rate swaps that matured during March 2021 and entered into new interest rate swap arrangements relating to interest payments on $350.0 of its Term Loan arrangements which were effective March 31, 2021 and have a maturity date of March 31, 2024. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments. In 2019, the Company also entered into two interest rate swap arrangements relating to interest payments on a total of $100.0 of its Term Loan arrangements, effective March 31, 2021 and April 30, 2021, respectively. Both of these derivatives have notional amounts that amortize downward, and a maturity date of September 2023. The Company applies hedge accounting by designating the interest rate swaps as a hedge on 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 and amortization of debt discount, 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 in the Condensed Consolidated Balance Sheets, according to the duration of related cash flows. The fair value of the interest rate swaps was an asset of $14.0 and $2.0 as of March 31, 2022 and December 31, 2021, respectively. Foreign Currency Forward Contracts The Company periodically enters into foreign currency contracts to help manage the Company’s exposure to foreign exchange rate risks. These contracts generally do not exceed 180 days in duration. The Company recognized (loss) gains from the mark to market adjustment of $(6.7) and $1.0 for the three months ended March 31, 2022 and 2021, respectively, in Other operating (income) expense, net on the Condensed Consolidated Statements of Operations. The nominal amount of outstanding foreign currency contracts was $271.3 and $216.7 as of March 31, 2022 and December 31, 2021, 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) expense, net in the Condensed Consolidated Statements of Operations, as the contracts are not designated as accounting hedges under the applicable sections of ASC 815, Derivatives and Hedging . The total fair value of the forward contracts represented an asset balance of $0.1 and $2.2 and a liability balance of $5.3 and $0.7 as of March 31, 2022 and December 31, 2021, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities, respectively, on the Condensed Consolidated Balance Sheets. See Note 9 - Fair Value Measurements for additional information related to the fair value of derivative instruments. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Recorded at Fair Value on a Recurring Basis The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as at March 31, 2022 and December 31, 2021: March 31, 2022 Level 2 Level 3 Total Assets Forward currency contracts asset $ 0.1 $ — $ 0.1 Interest rate swap asset 14.0 — 14.0 14.1 — 14.1 Liabilities Warrant liability — 127.4 127.4 CPA Global Equity Plan liability - current 9.8 — 9.8 Forward currency contracts liability 5.3 — 5.3 Total $ 15.1 $ 127.4 $ 142.5 December 31, 2021 Level 2 Level 3 Total Fair Value Assets Forward currency contracts asset $ 2.2 $ — $ 2.2 Interest rate swap asset 2.0 2.0 4.2 — 4.2 Liabilities Warrant liability — 227.8 227.8 CPA Global Equity Plan liability - current 152.4 — 152.4 Forward currency contracts liability 0.7 — 0.7 Total $ 153.1 $ 227.8 $ 380.9 Private Placement Warrants - The following table summarizes the changes in Private Placement Warrant liability for the three months ended March 31, 2022 and 2021: Balance at December 31, 2021 $ 227.8 Mark to market gain on financial instruments (100.4) Exercise of Private Placement Warrants — Balance at March 31, 2022 $ 127.4 Balance at December 31, 2020 $ 312.8 Mark to market gain on financial instruments (51.2) Exercise of Private Placement Warrants (3.6) Balance at March 31, 2021 $ 258.0 There were no transfers of assets or liabilities between levels during the three months ended March 31, 2022 and 2021. Non-Financial Assets Valued on a Non-Recurring Basis Right of Use Asset — For the three months ended March 31, 2022, there were no impairment charges recorded, compared to the three months ended March 31, 2021 where the carrying value of the operating lease right of use asset was reduced by $41.0, which were non-cash charges. Additionally, the Company incurred $0.2 and $3.1 in lease termination fees during the three months ended March 31, 2022 and 2021, respectively. Fair value assumptions including sublease probabilities and the present value factor were used in the impairment calculation. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 CPA Global Equity Plan liability (1) $ 9.8 $ 152.4 Employee related accruals (2) 98.3 150.6 Accrued professional fees (3) 35.8 39.4 Accrued legal liability (4) 76.7 79.0 Tax related accruals (5) 35.8 28.5 Accrued royalty costs (6) 69.5 71.3 Other accrued expenses and other current liabilities (7) 206.1 158.4 Total accrued expenses and other current liabilities $ 532.0 $ 679.6 (1) See Note 9 - Fair Value Measurements and Note 14 - Share-based Compensation for further information. (2) Employee related accruals include accrued payroll, bonus and employee commissions. (3) Professional and outside service-related fees include accrued legal fees, audit fees, outside services, technology, and contractor fees. (4) Of the balance as of March 31, 2022 and December 31, 2021, management estimated the Company's potential liability for the larger legal claims is $60.4 and $60.5, respectively, which includes estimated legal costs and accrued interest. See Note 19 - Commitments and Contingencies for further information with respect to the probable claim reserves. (5) Tax related accruals include value-added taxes payable and other current taxes payable. (6) Represents accrued royalty costs associated with licensee agreements. (7) Includes current liabilities due to customers, interest payable, and miscellaneous other current liabilities. As of March 31, 2022, $6.4 in dividends on preferred shares are accrued and $11.3 in shares repurchased in March are accrued in which the cash did not settle until April (see Note 13 - Shareholders’ Equity). |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table is a summary of the Company’s debt: March 31, 2022 December 31, 2021 Type Maturity Effective Carrying Effective Carrying Senior Notes 2029 4.875 % $ 921.4 4.875 % $ 921.4 Senior Secured Notes 2028 3.875 % 921.2 3.875 % 921.2 Revolving Credit Facility 2027 3.199 % 175.0 3.359 % 175.0 Term Loan Facility 2026 3.759 % 2,811.7 3.860 % 2,818.8 Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0 Finance lease (1) 2023 3.800 % 30.3 3.800 % 30.8 Total debt outstanding 5,559.6 5,567.2 Debt issuance costs (45.0) (47.1) Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts (32.0) (33.2) Short-term debt, including current portion of long-term debt (30.6) (30.6) Long-term debt, net of current portion and debt issuance costs $ 5,452.0 $ 5,456.3 (1) See Note 5 - Leases for additional information. Senior Notes (2029) and Senior Secured Notes (2028) The Company has $921.2 aggregate principal amount of its Senior Secured Notes due in 2028 and $921.4 aggregate principal amount of its Senior Notes due in 2029. The Senior Secured Notes and Senior Notes bear interest at a rate of 3.875% and 4.875% per annum, respectively, and the interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. Both of these Notes were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with borrowings under the existing credit facilities and senior secured notes due 2026. Both of these Notes are guaranteed on a joint and several basis by each of Clarivate’s indirect subsidiaries that is an obligor or guarantor under Clarivate’s existing credit facilities and senior secured notes due 2026. The Senior Notes due 2029 are the Issuer’s and such guarantors’ unsecured obligations. The Credit Facilities The Company's Credit Facilities consist of a $750.0 Revolving Credit Facility with a $80.0 letter of credit sublimit, due in 2027, and a $2,860.0 Term Loan Facility, due in 2026. Revolving Credit Facility The Revolving Credit Facility provides for revolving loans, same-day borrowings and letters of credit pursuant to commitments in an aggregate principal amount of $750.0 with a letter of credit sublimit of $80.0. 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. On March 31, 2022, the Company’s direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019, (the "Credit Agreement") entered into an amendment thereto, pursuant to which the total revolving credit commitments thereunder were further increased by $400.0 to $750.0 in the aggregate and the maturity date for revolving credit commitments was extended to March 31, 2027, subject to a “springing” maturity date that is 90 days prior to the maturity date of (i) the term loans outstanding under the Credit Agreement as of the date of the amendment or (ii) the 4.50% senior secured notes due in 2026 and issued by Camelot Finance S.A (but only to the extent such term loans or senior secured notes have not, prior thereto, been refinanced or extended to have a maturity date of no earlier than 90 days after March 31, 2027). The Revolving Credit Facility carries an interest rate at Term SOFR, plus a 0.1% SOFR adjustment, plus 3.25% per annum (or 2.75% per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. 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). In November 2021, the Company borrowed $175.0 on the existing Revolving Credit Facility and used the net proceeds from such borrowings for general corporate purposes. The revolving credit facility is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum, based on first lien leverage ratios) times the unutilized amount of total revolving commitments. As of March 31, 2022, letters of credit totaling $5.3 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, the Company had an unsecured corporate guarantee outstanding for $10.5 and cash collateralized letters of credit totaling $0.4 as of March 31, 2022, all of which were not collateralized by the Revolving Credit Facility. Term Loan Facility (2026) The Company has a Term Loan Facility of $2,860.0 due in 2026, which was fully drawn at closing. The principal amount of the Term Loan Facility is repaid by the Company on the last Business Day of each March, June, September and December, in an amount equal to 0.25% of the aggregate outstanding amount. As of March 31, 2022, we had $2,811.7 outstanding on our Term Loan Facility. Senior Secured Notes (2026) The Company has $700.0 in aggregate principal amount of Senior Secured Notes due in 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 Secured 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 and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by certain Clarivate subsidiaries and 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). The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate 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 $5,417.7 and $5,595.5 at March 31, 2022 and December 31, 2021, respectively. The debt is considered a Level 2 liability under the fair value hierarchy. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregated Revenues We disaggregate our revenues by segment (see Note 18 - Segment Information) and by transaction type based on revenue recognition pattern as follows: • 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 or provide maintenance services over a contractual term. Revenues from the sale of subscription data, maintenance services, and analytics solutions are recognized ratably over the contractual period as revenues are earned. • 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. Deliverables are usually received by the customer instantly or in a short period of time, at which time the revenues are recognized. The most significant component of our re-occurring revenues is our 'renewal' business within CPA Global. • Transactional and other revenues. Transactional 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, including customers that also generate subscription-based revenues. Transactional revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order. Other revenues relate to professional services including implementation for software and software as a service ("SaaS") subscriptions. These contracts vary in length from several months to years for multi-year projects. Revenue is recognized over time utilizing a reasonable measure of progress depicting the satisfaction of the related performance obligation. Other revenues also includes one-time perpetual archive license revenues. The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented: Three Months Ended March 31, 2022 2021 (1) Subscription revenues $ 403.8 $ 239.0 Re-occurring revenues 114.5 109.5 Transactional and other revenues 143.7 82.9 Total revenues, gross 662.0 431.4 Deferred revenues adjustment (2) 0.2 (3.0) Total revenues, net $ 662.2 $ 428.4 (1) Certain prior period amounts have been reclassified to conform to current period presentation. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. Contract Balances Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (January 1, 2022) $ 906.4 $ 1,030.4 $ 54.2 Closing (March 31, 2022) 859.8 1,080.6 54.7 (Increase)/decrease $ 46.6 $ (50.2) $ (0.5) Opening (January 1, 2021) $ 737.7 $ 707.3 $ 41.4 Closing (March 31, 2021) 706.9 769.0 45.4 (Increase)/decrease $ 30.8 $ (61.7) $ (4.0) The amount of revenue recognized in the period that was included in the opening deferred revenues balances was $354.0 and $231.3 for the three months ended March 31, 2022 and 2021, respectively. This revenue consists primarily of subscription revenues. Transaction Price Allocated to the Remaining Performance Obligation As of March 31, 2022, approximately $124.6 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with a duration of one year or less. The Company expects to recognize revenue on approximately 57.1% of these performance obligations over the next 12 months. Of the remaining 42.9%, 24.1% is expected to be recognized within the following year, 11.6% is expected to be recognized within three to five years, with the final 7.2% expected to be recognized within six to ten years. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity As of March 31, 2022, there were unlimited shares of ordinary stock authorized, 681.5 million shares issued and 679.0 million shares outstanding, with no par value. The Company held 2.5 million and 0.5 million shares as treasury shares as of March 31, 2022 and December 31, 2021, respectively. The Company’s ordinary shareholders are entitled to one vote per share. DRG Acquisition Shares In connection with the DRG acquisition, 2.9 million ordinary shares of the Company were issued to PEL in March 2021. MCPS Offering In June 2021, concurrently with the June 2021 Ordinary Share Offering (see Note 1 - Background and Nature of Operations, in our Annual Report on Form 10-K), we completed a public offering of 14.4 million of our 5.25% Series A Mandatory Convertible Preferred Shares ("MCPS") (which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). Dividends on our mandatory convertible preferred shares are payable, as and if declared by our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. We may pay declared dividends on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024. Each of our convertible preferred shares has a liquidation preference of $100.00. As of March 31, 2022, we recognized $6.4 of accrued preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared). Treasury Shares CPA Global Acquisition Shares - During the first quarter of 2022, 41.7 thousand shares held in the Employee Benefit Trust ("EBT"), established for the CPA Global Equity Plan, were sold at an average net price per share of $15.01 to fund the payment to the respective employees via payroll in the second quarter of 2022 and are held in restricted cash. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Condensed Consolidated Statement of Changes in Equity in the amount of $0.7. During January 2021, the Company issued 1.5 million ordinary shares to Redtop Holdings Limited pursuant to a hold-back clause within the purchase agreement for a total of $43.9, which was satisfied. See Note 19 - Commitments and Contingencies for additional details. Share Repurchase Program and Share Retirements - In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250.0 of its outstanding ordinary shares, subject to market conditions. In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The repurchase program replaces the repurchase program previously announced in August 2021. During the three months ended March 31, 2022, the Company purchased 4.1 million ordinary shares with a total carrying value of $66.4, which included $11.3 of March purchases that cash settled in April 2022. Of the total ordinary shares purchased during three months ended March 31, 2022, 2.1 million shares with a carrying value of $33.3 were retired and restored as authorized but unissued ordinary shares. Upon formal retirement and in accordance with ASC Topic 505, Equity , the Company reduced its ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated gain was recognized within the Consolidated Statement of Changes in Equity in the amount of $1.5. As of March 31, 2022, the Company had approximately $933.6 of availability remaining under this program. See Note 22 - Subsequent Events for additional information related to the Share Repurchase Program. A summary of the ordinary shares repurchased during the three months ended March 31, 2022 is as follows: Three Months Ended March 31, (in millions) 2022 Total number of shares repurchased 4.1 Average price paid per share $ 16.16 Total $ 66.4 Total shares retired 2.1 Average price paid per share $ 15.71 Total $ 33.3 |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation The Company grants share-based awards under the Clarivate Plc 2019 Incentive Award Plan ("the "Plan"). As of March 31, 2022, approximately 36.2 million shares of the Company’s ordinary shares were available for share-based awards. The Plan provides for the issuance of stock options, restricted stock units ("RSUs") and performance share units ("PSUs"). Share-based compensation expense is recorded to the “Cost of revenues’ and “Selling, general and administrative” line items on the accompanying Condensed Consolidated Statements of Operations. Total share-based compensation expense for the three months ended March 31, 2022 , and 2021 comprised of the following: Three Months Ended March 31, 2022 RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ 9.6 $ 0.1 $ (0.4) $ 9.3 Selling, general and administrative costs 16.2 1.0 0.1 17.3 Total share-based compensation expense $ 25.8 $ 1.1 $ (0.3) $ 26.6 Three Months Ended March 31, 2021 RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ 3.8 $ 0.1 $ 9.1 $ 13.0 Selling, general and administrative costs 5.6 1.2 19.2 26.0 Total share-based compensation expense $ 9.4 $ 1.3 $ 28.3 $ 39.0 The following table summarizes the Company’s existing share-based compensation awards program activity for the three months ended March 31, 2022 , and 2021, respectively (in millions): Three Months Ended March 31, 2022 Stock Options RSUs PSUs Balance at December 31, 2021 4.8 4.5 1.4 Granted — 3.9 0.9 Exercised/Vested (0.2) (0.7) — Forfeited/Unexercised (0.1) (0.1) — Balance at March 31, 2022 4.5 7.6 2.3 Total remaining unearned compensation costs — 89.4 11.6 Weighted average remaining service period 0 years 1.4 years 1.9 years Three Months Ended March 31, 2021 Stock Options RSUs PSUs Balance at December 31, 2020 7.9 1.8 0.9 Granted — 2.0 0.5 Vested (0.8) — — Forfeited — — — Balance at March 31, 2021 7.1 3.8 1.4 Total remaining unearned compensation costs — 61.3 12.0 Weighted average remaining service period 0 years 1.6 years 2.3 years |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesDuring the three months ended March 31, 2022 and 2021, the Company recognized an income tax provision of $16.3 on income before income tax of $85.8 and $0.3 on loss before income tax of $55.7, respectively. The tax provision in each period during the three months ended March 31, 2022 and 2021, respectively, reflects the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings Per Share Basic net earnings per ordinary share from continuing operations (“EPS”) is calculated by taking Net income (loss) available to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the applicable period. Diluted net EPS is computed by taking net earnings adjusted for the effect of the fair value of Private Placement Warrants divided by the weighted average number of ordinary shares outstanding increased by the number of additional shares which have a dilutive effect. Potential ordinary shares on a gross basis of 26.9 million and 26.9 million of options, RSUs, and PSUs related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three months ended March 31, 2022 and 2021, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. See Note 13 - Shareholders’ Equity and Note 14 - Share-based Compensation for additional information. The potential dilutive effect of our MCPS outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The resulting weighted ordinary shares of 55.3 million related to our MCPS are not included in the dilutive weighted-average ordinary shares outstanding calculation for the three months ended March 31, 2022, as their effect would be anti-dilutive. The basic and diluted EPS computations for our ordinary shares are calculated as follows: Three Months Ended March 31, 2022 2021 Basic/Diluted EPS Net income (loss) available to ordinary shareholders $ 69.5 $ (56.0) Dividends on preferred shares 18.7 0.0 Net income (loss) attributable to ordinary shares $ 50.8 $ (56.0) Basic weighted-average number of ordinary shares outstanding 682.5 602.3 Basic EPS $ 0.07 $ (0.09) Diluted EPS Net income (loss) attributable to ordinary shares $ 50.8 $ (56.0) Change in fair value of private placement warrants (94.9) (51.2) Net loss attributable to ordinary shares, diluted $ (44.1) $ (107.2) Denominator: Shares used in computing net loss attributable to per share to ordinary shareholders, basic 682.5 602.3 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 5.5 10.3 Diluted weighted-average number of ordinary shares outstanding 688.0 612.6 Diluted EPS $ (0.06) $ (0.17) |
Other Operating Income, Net
Other Operating Income, Net | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Operating Income, Net | Other Operating (Income) Expense, Net Other operating (income) expense, net, consisted of the following for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Net foreign exchange (gain) loss $ (20.4) $ 16.0 Miscellaneous expense, net 6.7 0.2 Other operating (income) expense, net $ (13.7) $ 16.2 |
Product and Geographic Sales In
Product and Geographic Sales Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Product and Geographic Sales Information | Segment Information The Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). 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. Science: The Science segment consists of our Academia and Government Product Line, which includes ProQuest, and our Life Sciences Product Line. Both Product Lines provide curated, high-value, structured information and consulting services 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 our Patent, Trademark, Domain and IP Management 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 operating 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), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, 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. Revenues, net by segment The following table summarizes revenue by reportable segment for the periods indicated: Three Months Ended March 31, 2022 2021 Science Segment $ 420.4 $ 191.3 Intellectual Property Segment 241.8 237.1 Total Revenues, net $ 662.2 $ 428.4 Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to net income for the periods indicated: Three Months Ended March 31, 2022 2021 Science Segment Adjusted EBITDA $ 151.2 $ 90.6 Intellectual Property Segment Adjusted EBITDA 111.1 74.2 Total Adjusted EBITDA $ 262.3 $ 164.8 Provision for income taxes (16.3) (0.3) Depreciation and amortization (176.4) (131.6) Interest expense and amortization of debt discount, net (59.5) (37.4) Mark to market gain on financial instruments (1) 100.4 51.2 Deferred revenues adjustment (2) 0.2 (3.0) Transaction related costs (3) (6.7) 22.9 Share-based compensation expense (37.0) (39.0) Restructuring and impairment (4) (11.7) (67.9) Other (5) 14.2 (15.7) Net income (loss) $ 69.5 $ (56.0) Dividends on preferred shares (18.7) — Net income (loss) attributable to ordinary shares $ 50.8 $ (56.0) (1) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging . 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. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers , as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. (3) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. During the three months ended March, 31, 2021, this also includes the mark-to-market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (4) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment for further information. (5) Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company does not have any recorded or unrecorded guarantees of the indebtedness of others. Lawsuits and Legal Claims The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters 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. From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us. Our best estimate of the Company's potential liability for the larger legal claims is $60.4, which includes estimated legal costs and accrued interest. The recorded probable loss is an estimate and the actual costs arising from our litigation could be materially lower or higher. We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters. Between January and March 2022, three putative securities class action complaints were filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed to disclose in violation of federal securities law. The complaints collectively seek damages on behalf of a putative class of shareholders who acquired Clarivate securities between November 10, 2020 and February 2, 2022, and/or acquired Clarivate preferred shares in connection with a June 9, 2021 offering. The complaints reference an error in the accounting treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on December 27, 2021, and related restatements issued on February 3, 2022 of certain of the Company's previously issued financial statements. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from this matter. Contingent Liabilities In conjunction with the acquisition of DRG, the Company agreed to pay up to 2.9 million shares as contingent stock consideration, valued at $58.9 on the closing date of the acquisition. Amounts payable were contingent upon any indemnity losses or claims to indemnity losses occurring within that one-year period. During March 2021, the Company issued 2.9 million shares as per the purchase agreement for the acquisition of DRG for a total of $61.6 which was satisfied. The issuance of these shares represents a non-cash financing activity on the Condensed Consolidated Statement of Cash Flows. In conjunction with the acquisition of CPA Global, the Company agreed to pay up to 1.5 million shares as contingent stock consideration, valued at $46.5 on the closing date of the acquisition. The amount was payable 110 days after the acquisition date and was contingent upon any indemnity losses or claims for indemnity losses as defined in the purchase agreement. During January 2021, the Company issued 1.5 million shares as per the purchase agreement for the acquisition of CPA Global related to a hold-back clause for a total of $43.9 which was satisfied. The issuance of these shares represents a non-cash financing activity on the statement of cash flows. As of March 31, 2022 and December 31, 2021, there were no outstanding contingent liabilities. |
Related Party and Former Parent
Related Party and Former Parent Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party and Former Parent Transactions | Related Party Transactions The Company incurred expenses of $0.1 and $0.2 during the three months ended March 31, 2022 and 2021 associated with two vendors, respectively, that are controlled affiliates of Baring. The outstanding liability as of March 31, 2022 and December 31, 2021 related to these vendors was $0.4 and $0.3, respectively. The Company recognized net revenues of $0.6 during the three months ended March 31, 2022 and 2021 from a customer that is a controlled affiliate of Onex. The Company recognized net revenues of $0.1 during the three months ended March 31, 2022 from a customer that is a controlled affiliate of Leonard Green & Partners, L.P. This customer had outstanding receivables of $0.2 as of March 31, 2022. The Company recognized net revenues of $9.6 and $0.1, respectively, during the three months ended March 31, 2021 from two customers that were controlled affiliates of Leonard Green & Partners, L.P. These customers had outstanding receivables of $71.0 and $0.1, respectively, as of December 31, 2021. The Company incurred expenses of $2.2 during the three months ended March 31, 2022 associated with a vendor that is a controlled affiliate of Leonard Green & Partners, L.P. The outstanding liability as of March 31, 2022 related to this vendor was $4.3. During the three months ended March 31, 2021, the Company incurred expenses of $7.6 and $0.2, respectively, from two vendors that were controlled affiliates of Leonard Green & Partners, L.P. There was no outstanding liability as of December 31, 2021 related to these vendors. One of our independent directors has an immediate family member who is a member of management for one of our customers. The Company recognized net revenues of $0.2 during the three months ended March 31, 2022 and 2021 from this customer and had no receivables outstanding as of March 31, 2022 and $0.1 outstanding as of December 31, 2021. One of our independent directors is also a director on the board of one of Clarivate’s customers. The Company recognized net revenues of $0.1 during the three months ended March 31, 2022 from this customer and had $0.4 of receivables outstanding as of March 31, 2022. On May 15, 2021, Clarivate entered into an agreement with Capri Acquisition Topco Limited (“Capri”) and Solaro ExchangeCo Limited (“NewCo”), and for certain limited purposes, LGP. Capri and NewCo are controlled by LGP and held Clarivate ordinary shares beneficially owned by LGP and certain other existing shareholders. Under the agreement, Capri contributed 177.2 million of its Clarivate ordinary shares to NewCo. Clarivate then acquired NewCo in exchange for the issuance of the same number of Clarivate ordinary shares to Capri. This transaction did not involve any change in beneficial ownership of Clarivate’s ordinary shares and the issuance of the new ordinary shares to Capri were exempt from the registration requirements of the Securities Act under Section 4(a)(2) thereof. Pursuant to authority granted to Clarivate by shareholders at its 2021 Annual General Meeting, following its acquisition of Newco, Clarivate purchased the ordinary shares held by Newco for a nominal price and then canceled such shares. This was a non-cash financing transaction that had a net immaterial impact on the Condensed Consolidated Financial Statements. On December 1, 2021, Clarivate closed its acquisition of ProQuest from CIG, Atairos and certain other equity holders (the "Seller Group"). The aggregate consideration included $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group. As part of the acquisition, and as a result, CIG is a related party to Clarivate. Clarivate assumed a Finance lease in which CIG is the Lessor as part of the acquisition. For the three months ended March 31, 2022, interest expense of $0.3 and amortization of the Finance lease right of use asset ("ROU") of $3.9 is reflected in the Condensed Consolidated Statements of Operations. The Finance lease ROU asset of $31.0 is presented within Property, Plant, and Equipment (see Note 6 - Property and Equipment, Net) and the corresponding lease liability of $30.3 is treated as an item of indebtedness (see Note 11 - Debt) within the Condensed Consolidated Balance Sheet. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring and Impairment One Clarivate Program During the second quarter 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $5.7 in severance costs incurred during the three months ended March 31, 2022. The Science and IP segments incurred $3.1 and $2.6 of the expense, respectively, during the three months ended March 31, 2022. ProQuest Acquisition Integration Program During the fourth quarter 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $4.3 in severance costs and $1.8 in other costs incurred during the three months ended March 31, 2022 . The Science and IP segments incurred $4.8 and $1.3 of the expense, respectively, during the three months ended March 31, 2022 . Other Restructuring Programs During 2020 and the fourth quarter 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we implemented several cost-saving and margin improvement programs designed to generate substantial incremental cash flows including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program and the CPA Global Acquisition Integration and Optimization Program. The costs associated with these programs were substantially complete as of March 31, 2022. Components of the pre-tax charges include $0.4 and $22.2 in severance costs and $(0.4) and $45.7 in other costs incurred during the three months ended March 31, 2022 and 2021, respectively . D uring the three months ended March 31, 2021, the Science and IP segments incurred $22.6 and $40.9 of the expense, respectively. The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving's programs. Restructuring Programs Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2021 $ 28.3 $ 7.1 $ 35.4 Expenses recorded (2) 10.3 1.4 11.7 Payments made (23.7) (0.1) (23.8) Noncash items (0.1) 0.6 0.5 Reserve Balance as of March 31, 2022 $ 14.8 $ 9.0 $ 23.8 Reserve Balance as of December 31, 2020 $ 25.7 $ 4.5 $ 30.2 Expenses recorded (2) 22.2 45.7 67.9 Payments made (15.9) (1.1) (17.0) Noncash items (1.4) (40.9) (42.3) Reserve Balance as of March 31, 2021 $ 30.6 $ 8.2 $ 38.8 (1) Relates primarily to lease exit costs and legal and advisory fees. (2) Expenses include the acceleration of phantom equity awards under the CPA Global Equity Plan that were held by employees whose employment was involuntarily terminated. These expenses will be paid in cash and are accounted for as a liability award. See Note 2 - Basis of Presentation for more information. The following table is a summary of charges incurred related to the Company's restructuring programs for the three months ended March 31, 2022 and 2021 . Three Months Ended March 31, 2022 2021 Severance and related benefit costs $ 10.3 $ 22.2 Costs associated with exit and disposal activities (1) 1.7 0.5 Costs associated with lease exit costs including impairment (2) (0.3) 45.2 Total restructuring and impairment $ 11.7 $ 67.9 (1) Relates primarily to contract exit costs, legal and advisory fees. (2) Relates primarily to lease exit costs. Lease Impairments The Company evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the assets group. An impairment charge is recorded in the excess of each operating lease ROU asset's carrying amount over its estimated fair value. In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the three months ended March 31, 2022 and 2021. As a result, the Company recorded a non-cash impairment charge to restructuring and impairment within the Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows of $0.0 and $41.0 for the three months ended March 31, 2022, and 2021, respectively. Additionally, the Company incurred $0.2 and $3.1 in lease termination fees during the three months ended March 31, 2022 and 2021, respectively. Employee Rights Upon Retirement In Israel, the Company is required by law to make severance payments upon dismissal of an employee or upon termination of employment in certain other circumstances. The Company operates a number of post-employment defined contribution plans. A defined contribution plan is a program that benefits an employee after termination of employment, under which the Company regularly makes ongoing deposits into Israeli employees' pension plans to fund their severance liabilities. According to Section 14 of the Severance Pay Law, for employees employed by the Company under Section 14, the Company deposits are made in lieu of the Company's severance liability for 85% of the employees' salaries, therefore no obligation is provided for in the financial statements for such portion of the employees' salaries. Severance pay liabilities for the Section 14 employees, is calculated for 15% of salary and provided for in the financial statements based upon the latest monthly salary multiplied by the number of years of employment. The fund assets for such Section 14 employees are not included in the Company’s financial position. For employees that are not under Section 14, severance pay liabilities are provided for in the financial statements based upon the latest monthly salary multiplied by the number of years of employment. The fund assets for such non-Section 14 employees are included in the Company’s financial position. In accordance with its terms, the plans meet the definition of a defined contribution plan. March 31, 2022 December 31, 2021 Long-term severance payable $ 8.6 $ 8.6 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Management has evaluated the impact of events that have occurred subsequent to March 31, 2022. Based on this evaluation, other than disclosed within these Condensed Consolidated Financial Statements and related notes, the Company has determined no other events were required to be recognized or disclosed. During the three months ended March 31, 2022, the Company purchased 4.1 million ordinary shares with a total carrying value of $66.4, which included $11.3 of March 2022 purchases that settled in cash in April 2022. Subsequent to end of the first quarter of 2022 and through April 29, 2022, the Company repurchased and retired 6.6 million and 3.3 million shares of ordinary shares at an average price of $16.43 and $16.72 per share for $108.6 and $55.1, respectively. Shares were repurchased under the previously announced $1,000.0 share repurchase authorization approved by the Company's Board of Directors. The timing and amount of any future share repurchases will depend on various factors, including market and business conditions. As of April 29, 2022, approximately $825.0 of repurchases were available under the share repurchase program. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Newly Adopted Accounting Standards and Recently Issued Accounting Standards | Newly Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , 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. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to the above ASU to clarify certain optional expedients in Topic 848. The Company adopted the new standard effective July 1, 2021 and 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 continues to account for its interest rate swaps in accordance with hedge accounting and will not apply modification accounting to its debt agreements. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity because of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods. The Company adopted ASU 2020-06 effective January 1, 2022 prospectively, and the adoption did not have a material impact on our condensed consolidated financial statements. In April 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options , which provides guidance regarding the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 effective January 1, 2022, and the adoption did not have a material impact on our condensed consolidated financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments , to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities as well as disclosing key information about leasing transactions. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities. The Company adopted the ASU at January 1, 2022, and the adoption did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815) – Portfolio Layer Method, amendments in this ASU allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the standard will have on our condensed consolidated financial statements and it is expected that the adoption will not have a material impact. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Property and Equipment | Property and equipment, net consisted of the following: March 31, December 31, 2022 2021 Computer hardware $ 47.1 $ 45.5 Leasehold improvements 14.4 11.6 Furniture, fixtures and equipment 35.6 34.7 Capital office leases - finance lease asset 31.0 30.5 Other 2.3 2.3 Total property and equipment, gross 130.4 124.6 Accumulated depreciation (50.4) (40.8) Total property and equipment, net $ 80.0 $ 83.8 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business acquisitions, by acquisition | Issuance of 46.9 million shares (1) $ 1,094.9 Cash consideration (2) 3,951.9 Total purchase price 5,046.8 Cash acquired (3) (52.5) Total purchase price, net of cash acquired $ 4,994.3 (1) Based on the Company’s closing share price of $23.34 on November 30, 2021. (2) Based on the Closing Statement, total cash consideration of $3,951.9 includes a base cash consideration of $3,988.0, less working capital adjustments of $31.7, less closing indebtedness adjustments of $36.6, plus closing cash consideration of $32.2 as defined in the Transaction Agreement. (3) Cash acquired includes $52.5 of total cash acquired, less $2.0 of restricted cash acquired as defined in the Transaction Agreement. |
Schedule of Pro Forma Information | Unaudited pro forma information for the Company for the relevant periods presented as if the acquisition had occurred January 1, 2020 is as follows: Three Months Ended March 31, 2021 Pro forma revenues, net $ 648.1 Pro forma net loss attributable to the Company's shareholders (71.8) |
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: Original Purchase Price Allocation Measurement Period Adjustments Updated Purchase Price Allocation Accounts receivable $ 113.5 $ 1.2 $ 114.7 Prepaid expenses 22.3 0.9 23.2 Other current assets 23.7 — 23.7 Property and equipment, net 62.3 3.1 65.4 Other intangible assets (1) 3,534.7 — 3,534.7 Other non-current assets 18.0 — 18.0 Deferred income taxes 3.5 — 3.5 Operating lease right-of-use assets 28.4 — 28.4 Total assets $ 3,806.4 $ 5.2 $ 3,811.6 Accounts payable 17.1 — 17.1 Accrued expenses and other current liabilities 136.8 (2.3) 134.5 Current portion of long-term debt 1.1 — 1.1 Current portion of deferred revenue 335.2 — 335.2 Current portion of operating lease liabilities 8.0 — 8.0 Long-term debt 33.4 — 33.4 Deferred income taxes 58.6 0.1 58.7 Non-current portion of deferred revenue 6.8 — 6.8 Other non-current liabilities 89.2 1.7 90.9 Operating lease liabilities 23.1 — 23.1 Total liabilities 709.3 (0.5) 708.8 Fair value of acquired identifiable assets and liabilities $ 3,097.1 $ 5.7 $ 3,102.8 Purchase price, net of cash $ 4,994.3 $ — $ 4,994.3 Less: Fair value of acquired identifiable assets and liabilities 3,097.1 5.7 3,102.8 Goodwill $ 1,897.2 $ (5.7) $ 1,891.5 (1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction. |
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 ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of December 1, 2021 Remaining Customer relationships $ 2,773.0 17-23 Technology & databases (1) 709.3 5-17 Trade names 45.7 2-10 Total identifiable intangible assets $ 3,528.0 (1) Technology and databases intangible assets include both acquired technology intangible assets and acquired databases intangible assets. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||||
Accounts receivable, net | $ 859.8 | $ 906.4 | $ 706.9 | $ 737.7 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of computer hardware and other property, net | Property and equipment, net consisted of the following: March 31, December 31, 2022 2021 Computer hardware $ 47.1 $ 45.5 Leasehold improvements 14.4 11.6 Furniture, fixtures and equipment 35.6 34.7 Capital office leases - finance lease asset 31.0 30.5 Other 2.3 2.3 Total property and equipment, gross 130.4 124.6 Accumulated depreciation (50.4) (40.8) Total property and equipment, net $ 80.0 $ 83.8 |
Other Intangible Assets, net _2
Other Intangible Assets, net and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of identifiable intangible assets | The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: March 31, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 8,155.7 $ (598.2) $ 7,557.5 $ 8,279.1 $ (514.8) $ 7,764.3 Databases and content 2,592.9 (635.9) 1,957.0 2,577.1 (591.0) 1,986.1 Computer software 740.7 (341.9) 398.8 733.1 (320.1) 413.0 Trade names 61.8 (13.2) 48.6 62.1 (10.5) 51.6 Backlog 29.2 (14.5) 14.7 29.1 (13.0) 16.1 Finite-lived intangible assets 11,580.3 (1,603.7) 9,976.6 11,680.5 (1,449.4) 10,231.1 Indefinite-lived intangible assets Trade names 161.3 — 161.3 161.3 — 161.3 Total intangible assets $ 11,741.6 $ (1,603.7) $ 10,137.9 $ 11,841.8 $ (1,449.4) $ 10,392.4 |
Schedule of weighted-average amortization period for finite-lived intangible assets | |
Schedule of estimated amortization for five succeeding years | |
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, 2021 $ 3,326.9 $ 4,578.0 $ 7,904.9 Measurement Period Adjustments (1) (2.4) — (2.4) Impact of foreign currency fluctuations and other 0.2 (99.3) (99.1) Balance as of March 31, 2022 $ 3,324.7 $ 4,478.7 $ 7,803.4 (1) Includes $(2.4) in purchase accounting adjustments recorded in 2022, of which $(5.7) was related to the ProQuest acquisition. See Note 4 - Business Combinations for further information. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis | The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as at March 31, 2022 and December 31, 2021: March 31, 2022 Level 2 Level 3 Total Assets Forward currency contracts asset $ 0.1 $ — $ 0.1 Interest rate swap asset 14.0 — 14.0 14.1 — 14.1 Liabilities Warrant liability — 127.4 127.4 CPA Global Equity Plan liability - current 9.8 — 9.8 Forward currency contracts liability 5.3 — 5.3 Total $ 15.1 $ 127.4 $ 142.5 December 31, 2021 Level 2 Level 3 Total Fair Value Assets Forward currency contracts asset $ 2.2 $ — $ 2.2 Interest rate swap asset 2.0 2.0 4.2 — 4.2 Liabilities Warrant liability — 227.8 227.8 CPA Global Equity Plan liability - current 152.4 — 152.4 Forward currency contracts liability 0.7 — 0.7 Total $ 153.1 $ 227.8 $ 380.9 Private Placement Warrants - The following table summarizes the changes in Private Placement Warrant liability for the three months ended March 31, 2022 and 2021: Balance at December 31, 2021 $ 227.8 Mark to market gain on financial instruments (100.4) Exercise of Private Placement Warrants — Balance at March 31, 2022 $ 127.4 Balance at December 31, 2020 $ 312.8 Mark to market gain on financial instruments (51.2) Exercise of Private Placement Warrants (3.6) Balance at March 31, 2021 $ 258.0 There were no transfers of assets or liabilities between levels during the three months ended March 31, 2022 and 2021. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities, consisted of the following as of March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 CPA Global Equity Plan liability (1) $ 9.8 $ 152.4 Employee related accruals (2) 98.3 150.6 Accrued professional fees (3) 35.8 39.4 Accrued legal liability (4) 76.7 79.0 Tax related accruals (5) 35.8 28.5 Accrued royalty costs (6) 69.5 71.3 Other accrued expenses and other current liabilities (7) 206.1 158.4 Total accrued expenses and other current liabilities $ 532.0 $ 679.6 (1) See Note 9 - Fair Value Measurements and Note 14 - Share-based Compensation for further information. (2) Employee related accruals include accrued payroll, bonus and employee commissions. (3) Professional and outside service-related fees include accrued legal fees, audit fees, outside services, technology, and contractor fees. (4) Of the balance as of March 31, 2022 and December 31, 2021, management estimated the Company's potential liability for the larger legal claims is $60.4 and $60.5, respectively, which includes estimated legal costs and accrued interest. See Note 19 - Commitments and Contingencies for further information with respect to the probable claim reserves. (5) Tax related accruals include value-added taxes payable and other current taxes payable. (6) Represents accrued royalty costs associated with licensee agreements. (7) Includes current liabilities due to customers, interest payable, and miscellaneous other current liabilities. As of March 31, 2022, $6.4 in dividends on preferred shares are accrued and $11.3 in shares repurchased in March are accrued in which the cash did not settle until April (see Note 13 - Shareholders’ Equity). |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of debt | The following table is a summary of the Company’s debt: March 31, 2022 December 31, 2021 Type Maturity Effective Carrying Effective Carrying Senior Notes 2029 4.875 % $ 921.4 4.875 % $ 921.4 Senior Secured Notes 2028 3.875 % 921.2 3.875 % 921.2 Revolving Credit Facility 2027 3.199 % 175.0 3.359 % 175.0 Term Loan Facility 2026 3.759 % 2,811.7 3.860 % 2,818.8 Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0 Finance lease (1) 2023 3.800 % 30.3 3.800 % 30.8 Total debt outstanding 5,559.6 5,567.2 Debt issuance costs (45.0) (47.1) Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts (32.0) (33.2) Short-term debt, including current portion of long-term debt (30.6) (30.6) Long-term debt, net of current portion and debt issuance costs $ 5,452.0 $ 5,456.3 (1) See Note 5 - Leases for additional information. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented: Three Months Ended March 31, 2022 2021 (1) Subscription revenues $ 403.8 $ 239.0 Re-occurring revenues 114.5 109.5 Transactional and other revenues 143.7 82.9 Total revenues, gross 662.0 431.4 Deferred revenues adjustment (2) 0.2 (3.0) Total revenues, net $ 662.2 $ 428.4 (1) Certain prior period amounts have been reclassified to conform to current period presentation. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. The following table summarizes revenue by reportable segment for the periods indicated: Three Months Ended March 31, 2022 2021 Science Segment $ 420.4 $ 191.3 Intellectual Property Segment 241.8 237.1 Total Revenues, net $ 662.2 $ 428.4 |
Schedule of contract balances | Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (January 1, 2022) $ 906.4 $ 1,030.4 $ 54.2 Closing (March 31, 2022) 859.8 1,080.6 54.7 (Increase)/decrease $ 46.6 $ (50.2) $ (0.5) Opening (January 1, 2021) $ 737.7 $ 707.3 $ 41.4 Closing (March 31, 2021) 706.9 769.0 45.4 (Increase)/decrease $ 30.8 $ (61.7) $ (4.0) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Class of Treasury Stock | A summary of the ordinary shares repurchased during the three months ended March 31, 2022 is as follows: Three Months Ended March 31, (in millions) 2022 Total number of shares repurchased 4.1 Average price paid per share $ 16.16 Total $ 66.4 Total shares retired 2.1 Average price paid per share $ 15.71 Total $ 33.3 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total share-based compensation expense for the three months ended March 31, 2022 , and 2021 comprised of the following: Three Months Ended March 31, 2022 RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ 9.6 $ 0.1 $ (0.4) $ 9.3 Selling, general and administrative costs 16.2 1.0 0.1 17.3 Total share-based compensation expense $ 25.8 $ 1.1 $ (0.3) $ 26.6 Three Months Ended March 31, 2021 RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ 3.8 $ 0.1 $ 9.1 $ 13.0 Selling, general and administrative costs 5.6 1.2 19.2 26.0 Total share-based compensation expense $ 9.4 $ 1.3 $ 28.3 $ 39.0 |
Share-based Payment Arrangement, Activity | The following table summarizes the Company’s existing share-based compensation awards program activity for the three months ended March 31, 2022 , and 2021, respectively (in millions): Three Months Ended March 31, 2022 Stock Options RSUs PSUs Balance at December 31, 2021 4.8 4.5 1.4 Granted — 3.9 0.9 Exercised/Vested (0.2) (0.7) — Forfeited/Unexercised (0.1) (0.1) — Balance at March 31, 2022 4.5 7.6 2.3 Total remaining unearned compensation costs — 89.4 11.6 Weighted average remaining service period 0 years 1.4 years 1.9 years Three Months Ended March 31, 2021 Stock Options RSUs PSUs Balance at December 31, 2020 7.9 1.8 0.9 Granted — 2.0 0.5 Vested (0.8) — — Forfeited — — — Balance at March 31, 2021 7.1 3.8 1.4 Total remaining unearned compensation costs — 61.3 12.0 Weighted average remaining service period 0 years 1.6 years 2.3 years |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS computations for our common stock | The basic and diluted EPS computations for our ordinary shares are calculated as follows: Three Months Ended March 31, 2022 2021 Basic/Diluted EPS Net income (loss) available to ordinary shareholders $ 69.5 $ (56.0) Dividends on preferred shares 18.7 0.0 Net income (loss) attributable to ordinary shares $ 50.8 $ (56.0) Basic weighted-average number of ordinary shares outstanding 682.5 602.3 Basic EPS $ 0.07 $ (0.09) Diluted EPS Net income (loss) attributable to ordinary shares $ 50.8 $ (56.0) Change in fair value of private placement warrants (94.9) (51.2) Net loss attributable to ordinary shares, diluted $ (44.1) $ (107.2) Denominator: Shares used in computing net loss attributable to per share to ordinary shareholders, basic 682.5 602.3 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 5.5 10.3 Diluted weighted-average number of ordinary shares outstanding 688.0 612.6 Diluted EPS $ (0.06) $ (0.17) |
Other Operating Income, Net (Ta
Other Operating Income, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of other operating income, net | Other operating (income) expense, net, consisted of the following for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Net foreign exchange (gain) loss $ (20.4) $ 16.0 Miscellaneous expense, net 6.7 0.2 Other operating (income) expense, net $ (13.7) $ 16.2 |
Product and Geographic Sales _2
Product and Geographic Sales Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by reportable segment | The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented: Three Months Ended March 31, 2022 2021 (1) Subscription revenues $ 403.8 $ 239.0 Re-occurring revenues 114.5 109.5 Transactional and other revenues 143.7 82.9 Total revenues, gross 662.0 431.4 Deferred revenues adjustment (2) 0.2 (3.0) Total revenues, net $ 662.2 $ 428.4 (1) Certain prior period amounts have been reclassified to conform to current period presentation. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. The following table summarizes revenue by reportable segment for the periods indicated: Three Months Ended March 31, 2022 2021 Science Segment $ 420.4 $ 191.3 Intellectual Property Segment 241.8 237.1 Total Revenues, net $ 662.2 $ 428.4 |
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: Three Months Ended March 31, 2022 2021 Science Segment Adjusted EBITDA $ 151.2 $ 90.6 Intellectual Property Segment Adjusted EBITDA 111.1 74.2 Total Adjusted EBITDA $ 262.3 $ 164.8 Provision for income taxes (16.3) (0.3) Depreciation and amortization (176.4) (131.6) Interest expense and amortization of debt discount, net (59.5) (37.4) Mark to market gain on financial instruments (1) 100.4 51.2 Deferred revenues adjustment (2) 0.2 (3.0) Transaction related costs (3) (6.7) 22.9 Share-based compensation expense (37.0) (39.0) Restructuring and impairment (4) (11.7) (67.9) Other (5) 14.2 (15.7) Net income (loss) $ 69.5 $ (56.0) Dividends on preferred shares (18.7) — Net income (loss) attributable to ordinary shares $ 50.8 $ (56.0) (1) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging . 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. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers , as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. (3) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. During the three months ended March, 31, 2021, this also includes the mark-to-market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (4) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment for further information. (5) Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving's programs. Restructuring Programs Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2021 $ 28.3 $ 7.1 $ 35.4 Expenses recorded (2) 10.3 1.4 11.7 Payments made (23.7) (0.1) (23.8) Noncash items (0.1) 0.6 0.5 Reserve Balance as of March 31, 2022 $ 14.8 $ 9.0 $ 23.8 Reserve Balance as of December 31, 2020 $ 25.7 $ 4.5 $ 30.2 Expenses recorded (2) 22.2 45.7 67.9 Payments made (15.9) (1.1) (17.0) Noncash items (1.4) (40.9) (42.3) Reserve Balance as of March 31, 2021 $ 30.6 $ 8.2 $ 38.8 (1) Relates primarily to lease exit costs and legal and advisory fees. (2) Expenses include the acceleration of phantom equity awards under the CPA Global Equity Plan that were held by employees whose employment was involuntarily terminated. These expenses will be paid in cash and are accounted for as a liability award. See Note 2 - Basis of Presentation for more information. The following table is a summary of charges incurred related to the Company's restructuring programs for the three months ended March 31, 2022 and 2021 . Three Months Ended March 31, 2022 2021 Severance and related benefit costs $ 10.3 $ 22.2 Costs associated with exit and disposal activities (1) 1.7 0.5 Costs associated with lease exit costs including impairment (2) (0.3) 45.2 Total restructuring and impairment $ 11.7 $ 67.9 (1) Relates primarily to contract exit costs, legal and advisory fees. (2) Relates primarily to lease exit costs. Lease Impairments The Company evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the assets group. An impairment charge is recorded in the excess of each operating lease ROU asset's carrying amount over its estimated fair value. In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the three months ended March 31, 2022 and 2021. As a result, the Company recorded a non-cash impairment charge to restructuring and impairment within the Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows of $0.0 and $41.0 for the three months ended March 31, 2022, and 2021, respectively. Additionally, the Company incurred $0.2 and $3.1 in lease termination fees during the three months ended March 31, 2022 and 2021, respectively. |
Defined Contribution Plan Disclosures | March 31, 2022 December 31, 2021 Long-term severance payable $ 8.6 $ 8.6 |
Background and Nature of Oper_2
Background and Nature of Operations - Sale of Stock (Details) shares in Millions | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2021shares | Mar. 31, 2022segment | Mar. 31, 2021shares | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Preferred Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued (in shares) | 14.4 | ||
Preferred Stock, Dividend Rate, Percentage | 5.25% | ||
Ordinary Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of ordinary shares, net (in shares) | 4.4 | ||
Over-Allotment Option | Preferred Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued (in shares) | 1.9 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash and Concentration of credit risk (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies | ||
Restricted cash | $ 15.5 | $ 156.7 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Other Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2019 |
Summary of Significant Accounting Policies | |||||
Impact of adoption of standard on Accumulated deficit | $ (11,709.6) | $ (11,925.9) | $ (9,118.6) | $ (9,034.8) | |
Accumulated Deficit | |||||
Summary of Significant Accounting Policies | |||||
Impact of adoption of standard on Accumulated deficit | 1,552.8 | 1,604.4 | $ 1,306.8 | $ 1,250.8 | |
Term Loan Facility | |||||
Summary of Significant Accounting Policies | |||||
Aggregate principal amount | $ 2,811.7 | $ 2,818.8 | $ 2,860 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) shares in Millions, $ in Millions | Dec. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Oct. 01, 2020 | Feb. 28, 2020 |
Business Acquisition [Line Items] | ||||||
Measurement Period Adjustments | $ (2.4) | |||||
ProQuest | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 5,046.8 | |||||
Newly issued ordinary shares (in shares) | 46.9 | |||||
Clarivate stock to be issued | $ 1,094.9 | |||||
Percentage of ownership acquired | 100.00% | |||||
Purchase price, net of cash | $ 4,994.3 | |||||
Cash acquired | 52.5 | |||||
Cash consideration | 3,951.9 | |||||
Liabilities incurred | $ 917.5 | |||||
Transaction costs | 5.7 | $ 0.1 | ||||
Pro forma net loss attributable to the Company's shareholders | (71.8) | |||||
Measurement Period Adjustments | $ (5.7) | |||||
ProQuest | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Percentage change considered material, attrition assumptions for intangible assets | 0.50% | |||||
ProQuest | Acquisition-related transaction costs | ||||||
Business Acquisition [Line Items] | ||||||
Pro forma net loss attributable to the Company's shareholders | $ 0.1 | |||||
CPA Global | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued ordinary shares (in shares) | 1.5 | |||||
Contingent consideration | $ 46.5 | |||||
Decision Resources Group | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued ordinary shares (in shares) | 2.9 | 2.9 | ||||
Contingent consideration | $ 58.9 |
Business Combinations - Purchas
Business Combinations - Purchase Price Composition (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Dec. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Share price (in dollars per share) | $ 23.34 | |||||
Restricted cash | $ 16.9 | $ 15.5 | $ 156.7 | $ 14.7 | ||
ProQuest | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued ordinary shares (in shares) | 46.9 | |||||
Issuance of shares | $ 1,094.9 | |||||
Cash consideration | 3,951.9 | |||||
Total purchase price | 5,046.8 | |||||
Cash acquired | 52.5 | |||||
Total purchase price, net of cash acquired | 4,994.3 | |||||
Base cash consideration | 3,988 | |||||
Working capital adjustments | 31.7 | |||||
Closing indebtedness adjustments | 36.6 | |||||
Closing cash consideration | 32.2 | |||||
Restricted cash | $ 2 | |||||
CPA Global | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued ordinary shares (in shares) | 1.5 |
Business Combinations - Purch_2
Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Millions | Dec. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 7,803.4 | $ 7,904.9 | |||
Restricted cash | 15.5 | $ 156.7 | $ 16.9 | $ 14.7 | |
ProQuest | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 113.5 | 114.7 | |||
Prepaid expenses | 22.3 | 23.2 | |||
Other current assets | 23.7 | 23.7 | |||
Property and equipment, net | 62.3 | 65.4 | |||
Other intangible assets(1) | 3,534.7 | 3,534.7 | |||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 3.5 | 3.5 | |||
Other non-current assets | 18 | 18 | |||
Operating lease right-of-use assets | 28.4 | 28.4 | |||
Total assets | 3,806.4 | 3,811.6 | |||
Accounts payable | 17.1 | 17.1 | |||
Accrued expenses and other current liabilities | 136.8 | 134.5 | |||
Current portion of long-term debt | 1.1 | 1.1 | |||
Current portion of deferred revenue | 335.2 | 335.2 | |||
Current portion of operating lease liabilities | 8 | 8 | |||
Long-term debt | 33.4 | 33.4 | |||
Deferred income taxes | 58.6 | 58.7 | |||
Non-current portion of deferred revenue | 6.8 | 6.8 | |||
Other non-current liabilities | 89.2 | 90.9 | |||
Operating lease liabilities | 23.1 | 23.1 | |||
Total liabilities | 709.3 | 708.8 | |||
Fair value of acquired identifiable assets and liabilities | 5.7 | ||||
Fair value of acquired identifiable assets and liabilities | 3,097.1 | 3,102.8 | |||
Purchase price, net of cash | 4,994.3 | ||||
Goodwill | 1,897.2 | 1,891.5 | |||
Cash acquired | (52.5) | ||||
Restricted cash | 2 | ||||
Valued intangible assets | 3,528 | ||||
Intangible assets under construction | $ 6.7 | ||||
ProQuest | Accrued Liabilities | |||||
Business Acquisition [Line Items] | |||||
Financial liabilities | (2.3) | ||||
ProQuest | Deferred Income Tax Charge | |||||
Business Acquisition [Line Items] | |||||
Financial liabilities | 0.1 | ||||
ProQuest | Other non-current liabilities | |||||
Business Acquisition [Line Items] | |||||
Financial liabilities | 1.7 | ||||
ProQuest | Liabilities, Total | |||||
Business Acquisition [Line Items] | |||||
Financial liabilities | (0.5) | ||||
ProQuest | Accounts Receivable | |||||
Business Acquisition [Line Items] | |||||
Financial assets | 1.2 | ||||
ProQuest | Prepaid Expenses and Other Current Assets | |||||
Business Acquisition [Line Items] | |||||
Financial assets | 0.9 | ||||
ProQuest | Property, Plant and Equipment | |||||
Business Acquisition [Line Items] | |||||
Financial assets | 3.1 | ||||
ProQuest | Assets, Total | |||||
Business Acquisition [Line Items] | |||||
Financial assets | $ 5.2 |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) - ProQuest $ in Millions | Dec. 01, 2021USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 3,528 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 2,773 |
Customer relationships | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years |
Customer relationships | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 23 years |
Technology & databases | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 709.3 |
Technology & databases | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years |
Technology & databases | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years |
Trade names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 45.7 |
Trade names | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Trade names | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - ProQuest $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Pro forma revenues, net | $ 648.1 |
Pro forma net loss attributable to the Company's shareholders | $ (71.8) |
Business Combinations - Measure
Business Combinations - Measurement Period Adjustments (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Business Acquisition [Line Items] | |
Goodwill | $ (2.4) |
Assets Held for Sale and Divest
Assets Held for Sale and Divested Operations - Summary of Assets and Liabilities Held for Sale Related to Divestment (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash and cash equivalents | $ 500.2 | $ 399 | $ 430.9 | $ 257.7 |
Increase (Decrease) in Prepaid Expense | 20.8 | 7.2 | ||
Increase (Decrease) in Other Noncurrent Assets | 18.5 | 0.9 | ||
Increase (Decrease) Operating Lease Right Of Use Assets | $ (4.6) | $ (7.5) |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Sublease Income | $ (0.8) | $ (0.8) |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Capital office leases - finance lease asset | $ 31 | $ 30.5 | |
Total property and equipment, gross | 130.4 | 124.6 | |
Accumulated depreciation | (50.4) | (40.8) | |
Property and equipment, net | 80 | 83.8 | |
Depreciation | 10.6 | $ 3.3 | |
Impairment of Leasehold | $ 1 | ||
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 47.1 | 45.5 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 14.4 | 11.6 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 35.6 | 34.7 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | $ 2.3 | $ 2.3 |
Other Intangible Assets, net _3
Other Intangible Assets, net and Goodwill - Intangible Assets by Major Class (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 11,580.3 | $ 11,680.5 |
Finite-lived intangible assets, Accumulated Amortization | (1,603.7) | (1,449.4) |
Finite-lived intangible assets, Net | 9,976.6 | 10,231.1 |
Total intangible assets, Gross | 11,741.6 | 11,841.8 |
Total intangible assets, Net | 10,137.9 | 10,392.4 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 161.3 | 161.3 |
Customer relationships | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 8,155.7 | 8,279.1 |
Finite-lived intangible assets, Accumulated Amortization | (598.2) | (514.8) |
Finite-lived intangible assets, Net | 7,557.5 | 7,764.3 |
Databases and content | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 2,592.9 | 2,577.1 |
Finite-lived intangible assets, Accumulated Amortization | (635.9) | (591) |
Finite-lived intangible assets, Net | 1,957 | 1,986.1 |
Computer software | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 740.7 | 733.1 |
Finite-lived intangible assets, Accumulated Amortization | (341.9) | (320.1) |
Finite-lived intangible assets, Net | 398.8 | 413 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 61.8 | 62.1 |
Finite-lived intangible assets, Accumulated Amortization | (13.2) | (10.5) |
Finite-lived intangible assets, Net | 48.6 | 51.6 |
Order or Production Backlog [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 29.2 | 29.1 |
Finite-lived intangible assets, Accumulated Amortization | (14.5) | (13) |
Finite-lived intangible assets, Net | $ 14.7 | $ 16.1 |
Other Intangible Assets, net _4
Other Intangible Assets, net and Goodwill - Other Intangibles Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Amortization of intangible assets | $ 165.8 | $ 128.3 | |
Trade names | |||
Goodwill [Line Items] | |||
Indefinite-lived intangible assets | $ 161.3 | $ 161.3 |
Other Intangible Assets, net _5
Other Intangible Assets, net and Goodwill - Estimated Amortization (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-lived intangible assets, Net | $ 9,976.6 | $ 10,231.1 |
Total intangible assets, Net | $ 10,137.9 | $ 10,392.4 |
Other Intangible Assets, net _6
Other Intangible Assets, net and Goodwill - Change in the Carrying Amount of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 7,904.9 |
Measurement Period Adjustments | (2.4) |
Impact of foreign currency fluctuations and other | (99.1) |
Goodwill, Ending Balance | 7,803.4 |
ProQuest | |
Goodwill [Line Items] | |
Measurement Period Adjustments | (5.7) |
Goodwill, Ending Balance | 1,891.5 |
Science Segment | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 3,326.9 |
Measurement Period Adjustments | (2.4) |
Impact of foreign currency fluctuations and other | 0.2 |
Goodwill, Ending Balance | 3,324.7 |
Intellectual Property Segment | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 4,578 |
Measurement Period Adjustments | 0 |
Impact of foreign currency fluctuations and other | (99.3) |
Goodwill, Ending Balance | $ 4,478.7 |
Other Intangible Assets, net _7
Other Intangible Assets, net and Goodwill - Goodwill Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2021 |
Goodwill [Line Items] | |||
Goodwill | $ 7,803.4 | $ 7,904.9 | |
ProQuest | |||
Goodwill [Line Items] | |||
Goodwill | $ 1,891.5 | $ 1,897.2 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2021 | May 01, 2019 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments | |||||||
Derivative, Gain (Loss) on Derivative, Net | $ (6.7) | $ 1 | |||||
Stockholders' Equity Attributable to Parent | $ 9,118.6 | $ 9,118.6 | 11,709.6 | 9,118.6 | $ 11,925.9 | $ 9,034.8 | |
Other Comprehensive Income (Loss), Net of Tax | (223.2) | 19.6 | |||||
Interest rate swap asset | |||||||
Derivative Instruments | |||||||
Interest payments | $ 350 | $ 100 | $ 350 | ||||
Forward currency contracts asset | 14 | 2 | |||||
Interest rate swap liability | 2 | ||||||
Foreign exchange forward | |||||||
Derivative Instruments | |||||||
Forward currency contracts asset | 0.1 | 2.2 | |||||
Interest rate swap liability | (5.3) | (0.7) | |||||
Foreign Exchange Contract | |||||||
Derivative Instruments | |||||||
Derivative, Gain (Loss) on Derivative, Net | (6.7) | $ 1 | |||||
Notional values | $ 271.3 | $ 216.7 | |||||
Foreign Exchange Contract | Maximum | |||||||
Derivative Instruments | |||||||
Term of contract | 180 days |
Derivative Instruments - Change
Derivative Instruments - Changes in AOCI (net of tax) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of the period | $ 11,925.9 | $ 9,034.8 |
Other Comprehensive Income (Loss), Net of Tax | (223.2) | 19.6 |
Balance at end of the period | $ 11,709.6 | $ 9,118.6 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value Measurements | |||
Impairment charge on right-of-use assets | $ 0 | $ 41 | |
Lease termination fees | 0.2 | $ 3.1 | |
Recurring | |||
Fair Value Measurements | |||
Total | 142.5 | $ 380.9 | |
Assets, Fair Value Disclosure | 14.1 | 4.2 | |
Foreign exchange forward | |||
Fair Value Measurements | |||
Interest rate swap liability | (5.3) | (0.7) | |
Forward currency contracts asset | 0.1 | 2.2 | |
Foreign exchange forward | Recurring | |||
Fair Value Measurements | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0.1 | 2.2 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 5.3 | 0.7 | |
Interest rate swap asset | |||
Fair Value Measurements | |||
Interest rate swap liability | 2 | ||
Forward currency contracts asset | 14 | 2 | |
Interest rate swap asset | Recurring | |||
Fair Value Measurements | |||
Forward currency contracts asset | $ 14 | ||
Foreign Exchange Contract | Maximum | |||
Fair Value Measurements | |||
Term of contract | 180 days | ||
Level 2 | |||
Fair Value Measurements | |||
Fair value of company's debt | $ 5,417.7 | 5,595.5 | |
Level 2 | Recurring | |||
Fair Value Measurements | |||
Total | 15.1 | 153.1 | |
Assets, Fair Value Disclosure | 14.1 | 4.2 | |
Level 2 | Foreign exchange forward | Recurring | |||
Fair Value Measurements | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0.1 | 2.2 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 5.3 | 0.7 | |
Level 3 | Recurring | |||
Fair Value Measurements | |||
Total | $ 127.4 | $ 227.8 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Private Placement Warrants Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Adjustment of Warrants | $ (100.4) | $ (51.2) | ||
Stock Issued During Period, Value, Private Warrants Exercised | (3.6) | |||
Warrants and Rights Outstanding | 127.4 | $ 227.8 | ||
Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants and Rights Outstanding | 127.4 | 227.8 | ||
Level 3 | Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants and Rights Outstanding | 127.4 | 258 | $ 227.8 | $ 312.8 |
Level 3 | Recurring | Private Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Adjustment of Warrants | (100.4) | (51.2) | ||
Stock Issued During Period, Value, Private Warrants Exercised | $ 0 | $ (3.6) |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities that were recognized at fair value on a recurring basis (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities | ||||
Other Employee-related Liabilities, Current | $ 9.8 | $ 152.4 | ||
Warrants and Rights Outstanding | 127.4 | 227.8 | ||
Recurring | ||||
Assets | ||||
Employee phantom share receivable asset | 14.1 | 4.2 | ||
Liabilities | ||||
Total | 142.5 | 380.9 | ||
Other Employee-related Liabilities, Current | 9.8 | 152.4 | ||
Warrants and Rights Outstanding | 127.4 | 227.8 | ||
Recurring | Level 2 | ||||
Assets | ||||
Employee phantom share receivable asset | 14.1 | 4.2 | ||
Liabilities | ||||
Total | 15.1 | 153.1 | ||
Other Employee-related Liabilities, Current | 9.8 | 152.4 | ||
Recurring | Level 3 | ||||
Liabilities | ||||
Total | 127.4 | 227.8 | ||
Warrants and Rights Outstanding | 127.4 | 227.8 | $ 258 | $ 312.8 |
Interest rate swap asset | ||||
Assets | ||||
Forward currency contracts asset | 14 | 2 | ||
Liabilities | ||||
Interest rate swap liability | 2 | |||
Interest rate swap asset | Recurring | ||||
Assets | ||||
Forward currency contracts asset | 14 | |||
Foreign exchange forward | ||||
Assets | ||||
Forward currency contracts asset | 0.1 | 2.2 | ||
Liabilities | ||||
Interest rate swap liability | (5.3) | (0.7) | ||
Foreign exchange forward | Recurring | ||||
Assets | ||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0.1 | 2.2 | ||
Liabilities | ||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 5.3 | 0.7 | ||
Foreign exchange forward | Recurring | Level 2 | ||||
Assets | ||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0.1 | 2.2 | ||
Liabilities | ||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | $ 5.3 | $ 0.7 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Employee related accruals | $ 98.3 | $ 150.6 |
Accrued professional fees | 35.8 | 39.4 |
Accrued legal liability | 76.7 | 79 |
Tax related accruals | 35.8 | 28.5 |
Accrued royalty costs | 69.5 | 71.3 |
Other accrued expenses and other current liabilities | 206.1 | 158.4 |
Accrued expenses and other current liabilities | 532 | 679.6 |
Reserve for probable claims | 60.4 | 60.5 |
Other Employee-related Liabilities, Current | 9.8 | 152.4 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other Employee-related Liabilities, Current | 9.8 | 152.4 |
Recurring | ||
Payables and Accruals [Abstract] | ||
Other Employee-related Liabilities, Current | 9.8 | 152.4 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other Employee-related Liabilities, Current | 9.8 | 152.4 |
Level 2 | Recurring | ||
Payables and Accruals [Abstract] | ||
Other Employee-related Liabilities, Current | 9.8 | 152.4 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other Employee-related Liabilities, Current | $ 9.8 | $ 152.4 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | 1 Months Ended | ||||
Nov. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Finance lease, Effective Interest Rate | 3.80% | 3.80% | |||
Finance Lease | $ 30.3 | $ 30.8 | |||
Total debt outstanding | 5,559.6 | 5,567.2 | |||
Debt issuance costs | (45) | (47.1) | |||
Term Loan Facility, discount | (32) | (33.2) | |||
Long-term Debt and Lease Obligation, Current | 30.6 | 30.6 | |||
Long-term Debt and Lease Obligation | $ 5,452 | $ 5,456.3 | |||
Proceeds from revolving credit facility | $ 175 | ||||
New Senior Unsecured Notes 2029 | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 4.875% | 4.875% | 4.875% | ||
Debt outstanding, excluding finance leases | $ 921.4 | $ 921.4 | |||
New Senior Secured Notes 2028 | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.875% | 3.875% | 3.875% | ||
Debt outstanding, excluding finance leases | $ 921.2 | $ 921.2 | |||
Senior Unsecured Notes 2026 | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 4.50% | 4.50% | |||
Debt outstanding, excluding finance leases | $ 700 | $ 700 | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.759% | 3.86% | |||
Debt outstanding, excluding finance leases | $ 2,811.7 | $ 2,818.8 | $ 2,860 | ||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.199% | 3.359% | |||
Debt outstanding, excluding finance leases | $ 175 | $ 175 |
Debt - Senior Secured Notes due
Debt - Senior Secured Notes due 2026 (Details) - USD ($) $ in Millions | Oct. 31, 2019 | Mar. 31, 2022 | Dec. 31, 2021 |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 2,860 | $ 2,811.7 | $ 2,818.8 |
Interest Rate | 3.759% | 3.86% | |
Redemption (as a percent) | 0.25% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 175 | $ 175 | |
Interest Rate | 3.199% | 3.359% | |
Sublimit | $ 750 | ||
Letter of credit | |||
Debt Instrument [Line Items] | |||
Sublimit | $ 80 |
Debt - The Credit Facilities (D
Debt - The Credit Facilities (Details) - USD ($) $ in Millions | Oct. 31, 2019 | Nov. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Debt Issuance Costs, Net | $ 45 | $ 47.1 | ||
Proceeds from revolving credit facility | $ 175 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Collateralized amount | 5.3 | |||
Letter of credit | ||||
Debt Instrument [Line Items] | ||||
Collateralized amount | 0.4 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 175 | 175 | ||
Sublimit | $ 750 | |||
Interest rate annual adjustment | 3.25% | |||
Commitment fee percentage | 0.50% | |||
Line of Credit Facility, Increase (Decrease), Net | 400 | |||
Revolving Credit Facility | First Lien Leverage Ratios | ||||
Debt Instrument [Line Items] | ||||
Interest rate annual adjustment | 2.75% | |||
Commitment fee percentage | 0.375% | |||
Revolving Credit Facility | Prime | ||||
Debt Instrument [Line Items] | ||||
Interest rate spread | 2.25% | |||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Interest rate spread | 0.10% | |||
Letter of credit | ||||
Debt Instrument [Line Items] | ||||
Sublimit | $ 80 | |||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 2,860 | 2,811.7 | $ 2,818.8 | |
Redemption (as a percent) | 0.25% | |||
Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Collateralized amount | $ 10.5 |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (2029) and Senior Secured Notes (2028) (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 |
New Senior Secured Notes 2028 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 921.2 | $ 921.2 | |
Effective Interest Rate | 3.875% | 3.875% | 3.875% |
Debt face amount | $ 921.2 | ||
New Senior Unsecured Notes 2029 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 921.4 | $ 921.4 | |
Effective Interest Rate | 4.875% | 4.875% | 4.875% |
Debt face amount | $ 921.4 |
Debt - Fair Value (Details)
Debt - Fair Value (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 5,417.7 | $ 5,595.5 |
Debt - Summary of Outstanding B
Debt - Summary of Outstanding Borrowings (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Total debt outstanding | $ 5,559.6 | $ 5,567.2 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenues and Cost to Obtain a Contract (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of revenues | ||
Total revenues, gross | $ 662 | $ 431.4 |
Deferred revenues adjustment | 354 | 231.3 |
Total revenues, net | 662.2 | 428.4 |
Contract with Customer, Liability, Adjustments | 0.2 | (3) |
Subscription revenues | ||
Disaggregation of revenues | ||
Total revenues, gross | 403.8 | 239 |
Transaction revenues | ||
Disaggregation of revenues | ||
Total revenues, gross | 143.7 | 82.9 |
Re-occurring Revenues | ||
Disaggregation of revenues | ||
Total revenues, gross | $ 114.5 | $ 109.5 |
Revenue - Contract Balances and
Revenue - Contract Balances and Transaction Price Allocated to the Remaining Performance Obligation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounts Receivable | ||
Accounts Receivables - Opening | $ 906.4 | $ 737.7 |
Accounts Receivables - Closing | 859.8 | 706.9 |
Increase (Decrease) in Accounts and Other Receivables | 46.6 | 30.8 |
Current portion of deferred revenues | ||
Current portion of deferred revenues - Opening | 1,030.4 | 707.3 |
Current portion of deferred revenues - Closing | 1,080.6 | 769 |
(Increase)/decrease | (50.2) | (61.7) |
Non-current portion of deferred revenues | ||
Non-current portion of deferred revenues - Opening | 54.2 | 41.4 |
Non-current portion of deferred revenues - Closing | 54.7 | 45.4 |
(Increase)/decrease | (0.5) | (4) |
Contract with Customer, Liability, Revenue Recognized | $ 354 | $ 231.3 |
Revenue - Transaction Price All
Revenue - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Millions | Mar. 31, 2022USD ($) |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, amount | $ 124.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 57.10% |
Expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 24.10% |
Remaining performance obligation, greater than one year, percentage | 42.90% |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 11.60% |
Expected timing of satisfaction, period | 3 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 7.20% |
Expected timing of satisfaction, period | 5 years |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 01, 2021 | Apr. 29, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 07, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Jun. 14, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Capital stock, issued (in shares) | 681,463,527 | 683,139,210 | ||||||||||
Capital stock, par value (in dollars per share) | $ 0 | $ 0 | ||||||||||
Treasury stock (in shares) | 2,488,897 | 547,136 | ||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 100 | |||||||||||
Treasury stock sold, average cost per share (in dollars per share) | $ 15.01 | |||||||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ 30.99 | $ 16.16 | ||||||||||
Stock repurchase program, authorized amount | $ 1,000 | $ 250 | ||||||||||
Stock repurchased and retired (in shares) | 2,100,000 | |||||||||||
Treasury Stock Retired, Average Cost Per Share | $ 15.71 | |||||||||||
Treasury Stock, Retired, Cost Method, Amount | $ (33.3) | |||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 933.6 | |||||||||||
Treasury Stock, Shares, Acquired | 4,100,000 | |||||||||||
Treasury Stock, Common, Value | $ 48.7 | $ 16.9 | ||||||||||
Treasury Stock, Value, Acquired, Par Value Method | 66.4 | |||||||||||
Other accrued expenses and other current liabilities | $ 206.1 | $ 158.4 | ||||||||||
Capital stock, outstanding (in shares) | 678,974,630 | 683,139,210 | ||||||||||
Treasury Stock, Value, Acquired, Cost Method, Settled in Subsequent Period | $ 11.3 | |||||||||||
Treasury stock sold at lower than repurchase price | $ (0.6) | |||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 41,700 | |||||||||||
Common Stock, Voting Rights | one | |||||||||||
Subsequent Event | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ 16.43 | |||||||||||
Stock repurchased and retired (in shares) | 3,300,000 | |||||||||||
Treasury Stock Retired, Average Cost Per Share | $ 16.72 | |||||||||||
Treasury Stock, Retired, Cost Method, Amount | $ (55.1) | |||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 825 | |||||||||||
Treasury Stock, Shares, Acquired | 6,600,000 | |||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 108.6 | |||||||||||
CPA Global | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Newly issued ordinary shares (in shares) | 1,500,000 | |||||||||||
Newly issued ordinary shares, value | $ 43.9 | |||||||||||
Decision Resources Group | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Newly issued ordinary shares (in shares) | 2,900,000 | 2,900,000 | ||||||||||
Newly issued ordinary shares, value | $ 61.6 | $ 61.6 | ||||||||||
Treasury Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Treasury stock (in shares) | 6,300,000 | 2,500,000 | 6,300,000 | 500,000 | 6,300,000 | |||||||
Stock repurchased and retired (in shares) | 2,100,000 | |||||||||||
Treasury Stock, Retired, Cost Method, Amount | $ 33.3 | |||||||||||
Treasury Stock, Shares, Acquired | 4,100,000 | |||||||||||
Treasury Stock, Value | $ (196) | $ 48.7 | $ (196) | $ 16.9 | $ (196) | |||||||
Treasury Stock, Value, Acquired, Par Value Method | 66.4 | |||||||||||
Treasury stock sold at lower than repurchase price | $ (1.3) | |||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | |||||||||||
Accumulated Deficit | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Treasury Stock, Retired, Cost Method, Amount | $ 1.5 | |||||||||||
Treasury stock sold at lower than repurchase price | $ 0.7 | |||||||||||
Ordinary Shares | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common Stock Dividends, Shares | 0 | |||||||||||
Stock repurchased and retired (in shares) | 0 | |||||||||||
Treasury Stock, Retired, Cost Method, Amount | $ (34.8) | |||||||||||
Treasury Stock, Shares, Acquired | 4,100,000 | |||||||||||
Capital stock, outstanding (in shares) | 611,300,000 | 679,000,000 | 611,300,000 | 606,300,000 | ||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | |||||||||||
Preferred Shares | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares issued (in shares) | 14,400,000 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 5.25% | |||||||||||
Dividends Payable | $ 6.4 | |||||||||||
Preferred Shares | Over-Allotment Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares issued (in shares) | 1,900,000 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | $ 26.6 | $ 39 |
RSUs and PSUs | ||
Forfeited/Unexercised (in shares) | 0 | |
Incentive Award Plan 2019 | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock options not granted | 36.2 | |
RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | $ 25.8 | $ 9.4 |
RSUs and PSUs | ||
Beginning of year | 4.5 | 1.8 |
Granted (in shares) | 3.9 | 2 |
Exercised/Vested (in share) | (0.7) | 0 |
Forfeited/Unexercised (in shares) | (0.1) | 0 |
End of year | 7.6 | 3.8 |
Total remaining unearned compensation costs, RSUs and PSUs | $ 89.4 | $ 61.3 |
Recognition period of unrecognized compensation cost | 1 year 4 months 24 days | 1 year 7 months 6 days |
PSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | $ 1.1 | $ 1.3 |
RSUs and PSUs | ||
Beginning of year | 1.4 | 0.9 |
Granted (in shares) | 0.9 | 0.5 |
Exercised/Vested (in share) | 0 | 0 |
Forfeited/Unexercised (in shares) | 0 | |
End of year | 2.3 | 1.4 |
Total remaining unearned compensation costs, RSUs and PSUs | $ 11.6 | $ 12 |
Recognition period of unrecognized compensation cost | 1 year 10 months 24 days | 2 years 3 months 18 days |
Phantom Share Units (PSUs) | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | $ (0.3) | $ 28.3 |
Stock Options | ||
Stock Options | ||
Outstanding at beginning of year | 4.8 | 7.9 |
Granted (in shares) | 0 | 0 |
Exercised/Vested (in share) | (0.2) | (0.8) |
Forfeited/Unexercised (in shares) | (0.1) | 0 |
Outstanding at end of year | 4.5 | 7.1 |
RSUs and PSUs | ||
Total remaining unearned compensation costs, Stock Options | $ 0 | $ 0 |
Recognition period of unrecognized compensation cost | 0 years | 0 years |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | $ 9.3 | $ 13 |
Cost of revenues | RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | 9.6 | 3.8 |
Cost of revenues | PSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | 0.1 | 0.1 |
Cost of revenues | Phantom Share Units (PSUs) | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | (0.4) | 9.1 |
Selling, general and administrative costs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | 17.3 | 26 |
Selling, general and administrative costs | RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | 16.2 | 5.6 |
Selling, general and administrative costs | PSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | 1 | 1.2 |
Selling, general and administrative costs | Phantom Share Units (PSUs) | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense, after Tax | $ 0.1 | $ 19.2 |
Income Taxes - Income tax (bene
Income Taxes - Income tax (benefit)/expense on income/(loss)by jurisdiction (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Deferred | ||
Income tax expense | $ (16.3) | $ (0.3) |
Income Taxes - Components of pr
Income Taxes - Components of pre-tax loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) before income tax | $ 85.8 | $ (55.7) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the statutory tax rate to effective tax rate (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss before tax: | $ 85.8 | $ (55.7) |
RATE | ||
Income Tax Expense (Benefit) | $ 16.3 | $ 0.3 |
Income taxes - Balance Sheet Pr
Income taxes - Balance Sheet Presentation (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Deferred income taxes | $ 28.6 | $ 27.9 |
Deferred income taxes | $ 376.7 | $ 380.1 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Basic weighted-average number of ordinary shares outstanding (in shares) | 682,539,103 | 602,272,375 |
Diluted weighted-average number of ordinary shares outstanding (in shares) | 687,994,133 | 612,598,664 |
Warrant and Share-Based Payment Arrangement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 26,900,000 | 26,900,000 |
Preferred Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 55,300,000 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic EPS | ||
Net income (loss) | $ 69.5 | $ (56) |
Preferred Stock Dividends, Income Statement Impact | 18.7 | 0 |
Net loss attributable to ordinary shares | $ 50.8 | $ (56) |
Basic weighted-average number of ordinary shares outstanding (in shares) | 682,539,103 | 602,272,375 |
Basic (usd per share) | $ 0.07 | $ (0.09) |
Diluted EPS | ||
Net loss attributable to ordinary shares | $ 50.8 | $ (56) |
Change in fair value of private placement warrants | (94.9) | (51.2) |
Net loss attributable to ordinary shares, diluted | $ (44.1) | $ (107.2) |
Shares used in computing net loss attributable to per share to ordinary shareholders, basic (in shares) | 682,539,103 | 602,272,375 |
Weighted-average effect of potentially dilutive shares to purchase ordinary shares (in shares) | 5,500,000 | 10,300,000 |
Diluted weighted-average number of ordinary shares outstanding (in shares) | 687,994,133 | 612,598,664 |
Diluted (usd per share) | $ (0.06) | $ (0.17) |
Other Operating Income, Net (De
Other Operating Income, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Net foreign exchange (loss) gain | $ (20.4) | $ 16 |
Other Nonrecurring (Income) Expense | 6.7 | 0.2 |
Other operating (income) expense, net | $ (13.7) | $ 16.2 |
Product and Geographic Sales _3
Product and Geographic Sales Information - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | |
Disaggregation of Revenue | ||
Number of operating segments | 2 | |
Number of reportable segments | 2 | |
Impairment charge on right-of-use assets | $ | $ 0 | $ 41 |
Product and Geographic Sales _4
Product and Geographic Sales Information - Revenue by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue | ||
Revenues | $ 662.2 | $ 428.4 |
Science Segment | ||
Disaggregation of Revenue | ||
Revenues | 420.4 | 191.3 |
Intellectual Property Segment | ||
Disaggregation of Revenue | ||
Revenues | $ 241.8 | $ 237.1 |
Product and Geographic Sales _5
Product and Geographic Sales Information - Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Total Adjusted EBITDA | $ 262.3 | $ 164.8 |
Benefit (provision) for income taxes | (16.3) | (0.3) |
Depreciation, Depletion and Amortization | 176.4 | 131.6 |
Interest, net | (59.5) | (37.4) |
Deferred revenues adjustment (2) | 0.2 | (3) |
Business Combination, Acquisition Related Costs | 6.7 | (22.9) |
Share-based compensation expense | (37) | (39) |
Restructuring and impairment | 11.7 | 67.9 |
Other (5) | 14.2 | (15.7) |
Net loss | 69.5 | (56) |
Fair Value Adjustment of Warrants | 100.4 | 51.2 |
Net loss attributable to ordinary shares | 50.8 | (56) |
Dividends on preferred shares | (18.7) | 0 |
Restructuring and impairment | 11.7 | 67.9 |
Science Segment | ||
Segment Reporting Information [Line Items] | ||
Total Adjusted EBITDA | 151.2 | 90.6 |
Intellectual Property Segment | ||
Segment Reporting Information [Line Items] | ||
Total Adjusted EBITDA | $ 111.1 | $ 74.2 |
Product and Geographic Sales _6
Product and Geographic Sales Information - Revenue by Geography (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 662.2 | $ 428.4 |
Deferred revenues adjustment (2) | $ 0.2 | $ (3) |
Product and Geographic Sales _7
Product and Geographic Sales Information - Revenue by Product Group (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 662.2 | $ 428.4 |
Deferred revenues adjustment | $ (0.2) | $ 3 |
Commitments and Contingencies -
Commitments and Contingencies - Contingencies (Details) - USD ($) shares in Millions, $ in Millions | Dec. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | Oct. 01, 2020 | Feb. 28, 2020 |
Commitments and Contingencies | ||||||||
Reserve for probable claims | $ 60.4 | $ 60.5 | ||||||
Accrued legal liability | $ 76.7 | $ 79 | ||||||
Decision Resources Group | ||||||||
Commitments and Contingencies | ||||||||
Additional payments to acquire business | $ 58.9 | |||||||
Newly issued ordinary shares (in shares) | 2.9 | 2.9 | ||||||
Newly issued ordinary shares, value | $ 61.6 | $ 61.6 | ||||||
CPA Global | ||||||||
Commitments and Contingencies | ||||||||
Additional payments to acquire business | $ 46.5 | |||||||
Newly issued ordinary shares (in shares) | 1.5 | |||||||
Newly issued ordinary shares, value | $ 43.9 | |||||||
ProQuest | ||||||||
Commitments and Contingencies | ||||||||
Newly issued ordinary shares (in shares) | 46.9 | |||||||
Total consideration | $ 5,046.8 | |||||||
Clarivate stock to be issued | $ 1,094.9 |
Related Party and Former Pare_2
Related Party and Former Parent Transactions (Details) - USD ($) shares in Millions, $ in Millions | May 15, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related Party and Former Parent Transactions | ||||
Total | $ 30.3 | $ 30.8 | ||
Immediate Family Member of Management or Principal Owner | ||||
Related Party and Former Parent Transactions | ||||
Revenue from Related Parties | 0.2 | $ 0.2 | ||
Due from Related Parties | 0 | 0.1 | ||
Affiliated Entity | ||||
Related Party and Former Parent Transactions | ||||
Issuance of ordinary shares, net (in shares) | 177.2 | |||
Stock repurchased and retired (in shares) | 177.2 | |||
Amortization of right-of-use assets | 3.9 | |||
Interest on lease liabilities | 0.3 | |||
Finance lease assets, net | 31 | |||
Total | 30.3 | |||
Affiliated Entity | Baring Vendor One | ||||
Related Party and Former Parent Transactions | ||||
Consulting fee in operating expenses | 0.1 | 0.2 | ||
Outstanding liability | 0.4 | 0.3 | ||
Affiliated Entity | Leonard Green 1 | ||||
Related Party and Former Parent Transactions | ||||
Consulting fee in operating expenses | 0.2 | |||
Affiliated Entity | Leonard Green 2 | ||||
Related Party and Former Parent Transactions | ||||
Consulting fee in operating expenses | 7.6 | |||
Affiliated Entity | Leonard Green 3 | ||||
Related Party and Former Parent Transactions | ||||
Consulting fee in operating expenses | 2.2 | |||
Outstanding liability | 4.3 | |||
Affiliated Entity | Customer two | ||||
Related Party and Former Parent Transactions | ||||
Revenue from Related Parties | 9.6 | |||
Due from Related Parties | 71 | |||
Affiliated Entity | Customer three | ||||
Related Party and Former Parent Transactions | ||||
Revenue from Related Parties | 0.1 | 0.1 | ||
Due from Related Parties | 0.2 | $ 0.1 | ||
Affiliated Entity | Onex Customer | ||||
Related Party and Former Parent Transactions | ||||
Revenue from Related Parties | 0.6 | $ 0.6 | ||
Director | ||||
Related Party and Former Parent Transactions | ||||
Revenue from Related Parties | 0.1 | |||
Due from Related Parties | $ 0.4 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | $ 35.4 | $ 30.2 | |
Expenses recorded | 11.7 | 67.9 | |
Payments made | (23.8) | (17) | |
Restructuring Reserve, Accrual Adjustment | 0.5 | (42.3) | |
Restructuring Reserve, Ending Balance | 23.8 | 38.8 | |
Impairment charge on right-of-use assets | $ 0 | 41 | |
Israel | |||
Restructuring Reserve [Roll Forward] | |||
Severance pay deposits, employer contribution, percent of employees salary | 85.00% | ||
Severance liability, employer contribution, percent of employees' salary | 15.00% | ||
Long-term severance payable | $ 8.6 | $ 8.6 | |
One Clarivate Program | Science Segment | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 3.1 | ||
One Clarivate Program | Intellectual Property Segment | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 2.6 | ||
ProQuest Acquisition Integration Program | Science Segment | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 4.8 | ||
ProQuest Acquisition Integration Program | Intellectual Property Segment | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 1.3 | ||
Other Restructuring Plans | Science Segment | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 22.6 | ||
Other Restructuring Plans | Intellectual Property Segment | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 40.9 | ||
Severance and Related Benefit Cost | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | 28.3 | 25.7 | |
Expenses recorded | 10.3 | 22.2 | |
Payments made | (23.7) | (15.9) | |
Restructuring Reserve, Accrual Adjustment | (0.1) | (1.4) | |
Restructuring Reserve, Ending Balance | 14.8 | 30.6 | |
Severance and Related Benefit Cost | One Clarivate Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 5.7 | ||
Severance and Related Benefit Cost | ProQuest Acquisition Integration Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 4.3 | ||
Severance and Related Benefit Cost | Other Restructuring Plans | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0.4 | 22.2 | |
Exit and Disposal Costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | 7.1 | 4.5 | |
Expenses recorded | 1.4 | 45.7 | |
Payments made | (0.1) | (1.1) | |
Restructuring Reserve, Accrual Adjustment | 0.6 | (40.9) | |
Restructuring Reserve, Ending Balance | 9 | 8.2 | |
Exit and Disposal Activities | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 1.7 | 0.5 | |
Lease Exist Cost Including Impairment | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | (0.3) | 45.2 | |
Other costs | ProQuest Acquisition Integration Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 1.8 | ||
Other costs | Other Restructuring Plans | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | $ (0.4) | $ 45.7 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | ||
Revenues | $ 662.2 | $ 428.4 |
(Loss) income from operations | 44.9 | (69.5) |
Net (loss) income attributable to ordinary shares | $ 69.5 | $ (56) |
Earnings per share: | ||
Basic (usd per share) | $ 0.07 | $ (0.09) |
Diluted (usd per share) | $ (0.06) | $ (0.17) |
Net loss attributable to ordinary shares | $ 50.8 | $ (56) |
Change in fair value of private placement warrants | (94.9) | (51.2) |
Net Income (Loss) Available to Common Stockholders, Diluted | $ (44.1) | $ (107.2) |
Basic weighted-average number of ordinary shares outstanding (in shares) | 682,539,103 | 602,272,375 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 5,500,000 | 10,300,000 |
Diluted weighted-average number of ordinary shares outstanding (in shares) | 687,994,133 | 612,598,664 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Dec. 01, 2021 | Oct. 01, 2021 | Apr. 29, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 07, 2022 | Aug. 31, 2021 |
Subsequent Events | |||||||||
Impairment charge on right-of-use assets | $ 0 | $ 41 | |||||||
Stock repurchase program, authorized amount | $ 1,000 | $ 250 | |||||||
Stock repurchase program, remaining authorized repurchase amount | $ 933.6 | ||||||||
Treasury Stock, Shares, Acquired | 4.1 | ||||||||
Stock repurchased and retired (in shares) | 2.1 | ||||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ 30.99 | $ 16.16 | |||||||
Treasury Stock Retired, Average Cost Per Share | $ 15.71 | ||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 66.4 | ||||||||
Stock repurchased and retired | $ 33.3 | ||||||||
Preferred Shares | |||||||||
Subsequent Events | |||||||||
Number of shares issued (in shares) | 14.4 | ||||||||
Ordinary shares | |||||||||
Subsequent Events | |||||||||
Treasury Stock, Shares, Acquired | 4.1 | ||||||||
Stock repurchased and retired (in shares) | 0 | ||||||||
Stock repurchased and retired | $ 34.8 | ||||||||
Subsequent Event | |||||||||
Subsequent Events | |||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 825 | ||||||||
Treasury Stock, Shares, Acquired | 6.6 | ||||||||
Stock repurchased and retired (in shares) | 3.3 | ||||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ 16.43 | ||||||||
Treasury Stock Retired, Average Cost Per Share | $ 16.72 | ||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 108.6 | ||||||||
Stock repurchased and retired | $ 55.1 | ||||||||
CPA Global | |||||||||
Subsequent Events | |||||||||
Value of stock issued | $ 43.9 | ||||||||
Newly issued ordinary shares (in shares) | 1.5 | ||||||||
Decision Resources Group | |||||||||
Subsequent Events | |||||||||
Newly issued ordinary shares (in shares) | 2.9 | 2.9 | |||||||
ProQuest | |||||||||
Subsequent Events | |||||||||
Total consideration | $ 5,046.8 | ||||||||
Cash | 3,951.9 | ||||||||
Clarivate stock to be issued | $ 1,094.9 | ||||||||
Newly issued ordinary shares (in shares) | 46.9 |
Uncategorized Items - clvt-2022
Label | Element | Value |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | $ 272,400,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | $ 587,600,000 |