Cover
Cover | Dec. 01, 2022 |
Cover [Abstract] | |
Document Type | 8-K |
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 |
City Area Code | 44 |
Local Phone Number | 207-433-4000 |
Entity Emerging Growth Company | false |
Document Information [Line Items] | |
Document Period End Date | Dec. 01, 2022 |
Entity Tax Identification Number | 00-0000000 |
Entity Central Index Key | 0001764046 |
Amendment Flag | false |
Document Type | 8-K |
Entity Registrant Name | CLARIVATE PLC |
Entity Incorporation, State or Country Code | Y9 |
Entity Address, Address Line One | 70 St. Mary Axe |
Entity Address, Postal Zip Code | EC3A 8BE |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Emerging Growth Company | false |
City Area Code | 44 |
Local Phone Number | 207-433-4000 |
Pre-commencement Issuer Tender Offer | false |
Pre-commencement Tender Offer | false |
Written Communications | false |
Soliciting Material | false |
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 |
Series A Preferred Stock [Member] | |
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 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Philadelphia, Pennsylvania |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and Cash Equivalents, at Carrying Value | $ 430,879 | $ 257,730 |
Restricted cash | 156,734 | 14,678 |
Accounts receivable, net of allowance of $6,713 and $8,745 at December 31, 2021 and December 31, 2020, respectively | 906,428 | 737,733 |
Prepaid expenses | 76,551 | 58,273 |
Other current assets | 66,646 | 79,150 |
Total current assets | 1,637,238 | 1,147,564 |
Property and equipment, net | 83,849 | 36,267 |
Other intangible assets, net | 10,392,354 | 7,370,350 |
Goodwill | 7,904,863 | 6,042,964 |
Other non-current assets | 50,710 | 31,334 |
Deferred income taxes | 27,938 | 29,863 |
Operating lease right-of-use assets | 86,027 | 132,356 |
Total Assets | 20,182,979 | 14,790,698 |
Liabilities, Current [Abstract] | ||
Accounts payable | 129,218 | 82,038 |
Accrued expenses and other current liabilities | 679,603 | 569,682 |
Current portion of deferred revenues | 1,030,399 | 707,318 |
Current portion of operating lease liability | 32,177 | 35,455 |
Current portion of long-term debt | 30,577 | 28,600 |
Liabilities, Current, Total | 1,901,974 | 1,423,093 |
Long-term debt | 5,456,280 | 3,457,900 |
Warrants and Rights Outstanding | 227,839 | 312,751 |
Non-current portion of deferred revenues | 54,250 | 41,399 |
Other non-current liabilities | 142,752 | 49,445 |
Deferred income taxes | 380,060 | 366,996 |
Operating lease liabilities | 93,955 | 104,324 |
Total liabilities | 8,257,110 | 5,755,908 |
Commitments and contingencies | ||
Equity [Abstract] | ||
Preferred Stock, Value, Issued | 1,392,616 | 0 |
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2021 and December 31, 2020; 683,139,210 and 606,329,598 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 11,827,915 | 9,989,284 |
Treasury shares, at cost: 547,136 shares as of December 31, 2021 and 6,325,860 Shares as of December 31, 2020 | 16,956 | 196,038 |
Accumulated other comprehensive income | 326,755 | 492,382 |
Accumulated deficit | (1,604,461) | (1,250,838) |
Total shareholders’ equity | 11,925,869 | 9,034,790 |
Total Liabilities and Shareholders’ Equity | $ 20,182,979 | $ 14,790,698 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 6,713 | $ 8,745 |
Preferred Stock, Par or Stated Value Per Share | $ 0 | |
Preferred Stock, Shares Authorized | 14,375,000 | |
Preferred Stock, Shares Issued | 14,375,000 | 0 |
Preferred Stock, Shares Outstanding | 14,375,000 | 0 |
Capital stock, par value (in dollars per share) | $ 0 | $ 0 |
Capital stock, issued (in shares) | 683,139,210 | 606,329,598 |
Capital stock, outstanding (in shares) | 606,329,598 | |
Treasury stock (in shares) | 547,136 | 6,325,860 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues, net | $ 1,876,894 | $ 1,254,047 | $ 974,345 |
Operating Expenses [Abstract] | |||
Cost of Revenue | (626,104) | (438,787) | (352,000) |
Selling, general and administrative costs | (642,989) | (544,700) | (475,014) |
Depreciation | (13,996) | (12,709) | (9,181) |
Amortization | (523,819) | (290,441) | (191,361) |
Impairment of Long-Lived Assets to be Disposed of | (18,431) | ||
Restructuring and impairment | 129,459 | 56,138 | 15,670 |
Other Operating Income (Expense), Net | (27,507) | 52,381 | 4,826 |
Costs and Expenses | (1,963,874) | (1,290,394) | (1,056,831) |
Loss from operations | (86,980) | (36,347) | (82,486) |
Fair Value Adjustment of Warrants | 81,320 | (205,062) | (47,656) |
Litigation Settlement, Expense | 0 | 0 | 39,399 |
Income (Loss) from Continuing Operations before Interest Expense, Interest Income, Income Taxes, Noncontrolling Interests, Net | (5,660) | (241,409) | (90,743) |
Interest expense and amortization of debt discount, net | (252,490) | (111,914) | (157,689) |
Pre-tax loss | (258,150) | (353,323) | (248,432) |
Provision for income taxes | (12,298) | 2,698 | (10,201) |
Net loss | (270,448) | (350,625) | (258,633) |
Preferred Stock Dividends, Income Statement Impact | 41,508 | 0 | 0 |
Net loss attributable to ordinary shares | $ (311,956) | $ (350,625) | $ (258,633) |
Per share: | |||
Basic (usd per share) | $ (0.49) | $ (0.82) | $ (0.94) |
Diluted (usd per share) | $ (0.61) | $ (0.82) | $ (0.94) |
Weighted-average shares outstanding: | |||
Basic weighted-average number of ordinary shares outstanding (in shares) | 630,976,906 | 427,023,558 | 273,883,342 |
Diluted weighted-average number of ordinary shares outstanding (in shares) | 640,774,100 | 427,023,558 | 273,883,342 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (270,448) | $ (350,625) | $ (258,633) |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Interest rate swaps, net of tax of $1,557, $0 and $0 | 4,837 | (978) | (6,422) |
Defined benefit pension plans, net of tax (benefit) provision of $0, $(65) and $683 | (555) | (659) | (1,041) |
Foreign currency translation adjustment | (169,909) | 498,898 | (2,774) |
Total other comprehensive income (loss), net of tax | (165,627) | 497,261 | (10,237) |
Comprehensive loss | $ (436,075) | $ 146,636 | $ (268,870) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Interest rate swaps, tax | $ 1,557 | $ 0 | $ 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent | $ 0 | $ (65) | $ 683 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Ordinary Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Preferred Stock | Treasury Stock | Previously Reported | Previously Reported Ordinary Shares | Previously Reported Accumulated Other Comprehensive Income (Loss) | Previously Reported Accumulated Deficit | Revision of Prior Period, Accounting Standards Update, Adjustment | Revision of Prior Period, Accounting Standards Update, Adjustment Accumulated Deficit |
Balance at beginning of the period (in shares) at Dec. 31, 2018 | 217,526,425 | 1,646,223 | ||||||||||
Balance at beginning of the period at Dec. 31, 2018 | $ 1,050,607 | $ 1,677,510 | $ 5,358 | $ (632,261) | $ 1,050,607 | $ 1,677,510 | $ 5,358 | $ (632,261) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||
Shares subject to Redemption | (64,157) | (64,157) | ||||||||||
Shares Issued During Period Value Tax Receivable Agreement | (264,000) | |||||||||||
Shares Issued During Period Value Settlement Of Tax Receivable Agreement | 64,000 | $ 64,000 | ||||||||||
Issuance of ordinary shares, net (in shares) | 1,597,691 | |||||||||||
Stock Issued During Period, Value, New Issues | 1,582 | $ 1,582 | ||||||||||
Merger recapitalization (in shares) | 87,749,999 | |||||||||||
Stock Issued During Period, Value, Merger Recapitalization | 678,054 | $ 678,054 | ||||||||||
Share-based award activity | 51,383 | $ 51,383 | ||||||||||
Net loss | (258,633) | (258,633) | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | (10,237) | (10,237) | 0 | |||||||||
Balance at end of the period (in shares) at Dec. 31, 2019 | 306,874,115 | |||||||||||
Balance at end of the period at Dec. 31, 2019 | 1,248,599 | $ 2,144,372 | (4,879) | (890,894) | $ (9,319) | $ (9,319) | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 28,880,098 | |||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 277,526 | $ 277,526 | ||||||||||
Exercise of Private Placement Warrants (in shares) | (274,000) | 274,000 | ||||||||||
Exercise of Private Placement Warrants | $ 4,124 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 12,042,862 | |||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 2,122 | $ 2,122 | ||||||||||
Vesting of Restricted Stock Units | 289,641 | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (7,297,396) | |||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (33,056) | $ (33,056) | ||||||||||
Issuance of ordinary shares, net (in shares) | 265,266,278 | |||||||||||
Stock Issued During Period, Value, New Issues | 7,558,774 | $ 7,558,774 | ||||||||||
Share-based award activity | 35,422 | $ 35,422 | ||||||||||
Treasury Stock, Shares, Acquired | (6,325,860) | |||||||||||
Treasury Stock, Common, Value | (196,038) | $ (196,038) | ||||||||||
Net loss | (350,625) | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | 497,261 | 497,261 | 0 | |||||||||
Balance at end of the period (in shares) at Dec. 31, 2020 | 606,329,598 | |||||||||||
Balance at end of the period at Dec. 31, 2020 | $ 9,034,790 | $ 9,989,284 | 492,382 | (1,250,838) | ||||||||
Treasury Stock, Shares, Ending Balance at Dec. 31, 2020 | 6,325,860 | 6,325,860 | ||||||||||
Treasury Stock, Value, Ending Balance at Dec. 31, 2020 | $ (196,038) | |||||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||
Shares Issued During Period Value Tax Receivable Agreement | $ 264,600 | |||||||||||
Exercise of Private Placement Warrants (in shares) | 212,174 | 212,174 | ||||||||||
Exercise of Private Placement Warrants | $ 3,592 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,057,008 | |||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 18,562 | $ 18,562 | ||||||||||
Vesting of Restricted Stock Units | 991,759 | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | (1,693,274) | |||||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | (24,892) | $ (24,892) | ||||||||||
Issuance of ordinary shares, net (in shares) | 257,359,494 | 14,375,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 6,980,615 | $ 1,392,616 | ||||||||||
Share-based award activity | 56,134 | $ 56,134 | ||||||||||
Treasury Stock, Shares, Acquired | (183,782,279) | |||||||||||
Treasury Stock, Common, Value | (5,211,521) | $ (5,211,521) | ||||||||||
Treasury Stock, Shares, Retired | (183,782,279) | 183,782,279 | ||||||||||
Treasury Stock, Retired, Cost Method, Amount | (5,211,521) | $ (5,211,521) | $ 5,211,521 | |||||||||
Issuance of treasury shares, net (in shares) | (5,778,724) | |||||||||||
Issuance of treasury shares, net | 137,415 | (41,667) | $ 179,082 | |||||||||
Common Stock Dividends, Shares | 664,730 | |||||||||||
Preferred Stock Dividends, Income Statement Impact | (25,367) | $ 16,141 | (41,508) | |||||||||
Net loss | (270,448) | (270,448) | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | (165,627) | (165,627) | ||||||||||
Balance at end of the period (in shares) at Dec. 31, 2021 | 683,139,210 | 14,375,000 | ||||||||||
Balance at end of the period at Dec. 31, 2021 | $ 11,925,869 | $ 11,827,915 | $ 326,755 | $ (1,604,461) | $ 1,392,616 | |||||||
Treasury Stock, Shares, Ending Balance at Dec. 31, 2021 | 547,136 | 547,136 | ||||||||||
Treasury Stock, Value, Ending Balance at Dec. 31, 2021 | $ (16,956) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Cash Flows From Operating Activities | |||
Net loss | $ (270,448) | $ (350,625) | $ (258,633) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 537,815 | 303,150 | 200,542 |
Bad debt expense | 5,988 | 3,332 | 1,331 |
Deferred income tax benefit | (13,358) | (45,509) | 357 |
Share-based compensation | 33,329 | 34,158 | 51,383 |
Noncash Impairment, Leases | 48,152 | 5,212 | 0 |
Gain (Loss) on Foreign Currency Forward Contracts | 6,904 | (2,903) | 0 |
Mark to Market Loss on Contingent Shares | (25,085) | 25,212 | 0 |
Fair Value Adjustment of Warrants | (81,320) | 205,062 | 47,656 |
Gain (Loss) on Extinguishment of Debt | 50,676 | ||
Gain (Loss) on Disposition of Business | 0 | (29,192) | 0 |
Impairment of Long-Lived Assets to be Disposed of | 18,431 | ||
Deferred finance charges | 13,170 | 5,752 | 2,496 |
Other operating activities | 541 | 2,611 | (374) |
Increase (Decrease) in Operating Capital [Abstract] | |||
Share-based compensation | (64,067) | 29,947 | (593) |
Share-based compensation | 2,744 | 5,742 | (10,224) |
Share-based compensation | 27,702 | 45,678 | (975) |
Accounts payable | 31,193 | (2,851) | (13,838) |
Accrued expenses and other current liabilities | 85,924 | (54,794) | 1,095 |
Deferred revenues | 207 | 80,683 | 33,480 |
Operating lease right of use assets | 3,363 | 5,329 | 11,365 |
Operating lease liabilities | (25,820) | (6,064) | (11,251) |
Other liabilities | 6,833 | 3,570 | (5,344) |
Net cash provided by operating activities | 323,767 | 263,500 | 117,580 |
Net cash used in investing activities | |||
Capital expenditures | (118,543) | (107,713) | (69,836) |
Acquisitions, net of cash acquired | (3,930,214) | (2,916,471) | (68,424) |
Acquisition of intangible assets | 0 | (5,982) | (2,625) |
Proceeds from sale of product line, net of restricted cash | 4,297 | 41,398 | 0 |
Net cash used in investing activities | (4,044,460) | (2,988,768) | (140,885) |
Net cash provided by financing activities | |||
Proceeds from revolving credit facility | 175,000 | 60,000 | 70,000 |
Proceeds from Issuance of Long-term Debt | 2,000,000 | 1,960,000 | 1,600,000 |
Principal payments on term loan | (28,600) | (12,600) | (641,509) |
Repayments of revolving credit facility | 0 | (125,000) | (50,000) |
Payment of debt issuance costs and discounts | (32,624) | (38,340) | (41,923) |
Contingent purchase price payment | 0 | (7,816) | (2,371) |
Proceeds From Reverse Recapitalization | 682,087 | ||
Proceeds from Issuance of Convertible Preferred Stock | 1,392,616 | ||
Proceeds from issuance of ordinary shares | 728,040 | 843,744 | |
Proceeds from issuance of treasury shares | 139,864 | 0 | |
Extinguishment of debt | (157,424) | (1,342,651) | |
Tax receivable agreement payout | (200,000) | ||
Payments for Repurchase of Equity | (159,356) | 0 | 0 |
Payments of Dividends | (18,868) | 0 | 0 |
Proceeds from warrant exercises | 0 | 277,526 | 0 |
Proceeds from stock options exercised | 18,562 | 2,122 | 1,582 |
Finance Lease, Principal Payments | (158) | 0 | 0 |
Payments related to tax withholding for stock-based compensation | (24,892) | (33,056) | 0 |
Net cash provided by financing activities | 4,032,160 | 2,926,580 | 75,215 |
Effects of exchange rates | 3,738 | (5,043) | (971) |
Net increase in cash and cash equivalents | 173,149 | 181,600 | 50,555 |
Net increase in restricted cash | 142,056 | 14,669 | 0 |
Net increase in cash held for sale | 0 | 0 | 384 |
Net increase in cash and cash equivalents, and restricted cash | 315,205 | 196,269 | 50,939 |
Cash: | |||
Cash and Cash Equivalents, at Carrying Value | 430,879 | 257,730 | 76,130 |
Restricted cash | 156,734 | 14,678 | 9 |
Less: Cash included in assets held for sale, end of period | 0 | 0 | (384) |
Total cash and cash equivalents, and restricted cash | 587,613 | 272,408 | 76,139 |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | 182,415 | 97,510 | 101,164 |
Cash paid for income tax | 33,869 | 27,621 | 29,204 |
Assets Received As Reverse Capitalization Capital | 1,877 | ||
Liabilities Assumed As Reduction Of Reverse Capitalization Capital | 5,910 | ||
Capital expenditures included in accounts payable | 8,692 | 7,783 | 8,762 |
Noncash Financing Items [Abstract] | |||
Stock Issued During Period, Value, New Issues | 7,558,774 | 1,582 | |
Treasury Stock, Retired, Cost Method, Amount | (5,211,521) | ||
Total Non-Cash Financing Activities | (31,207) | (196,038) | |
Net Cash Provided by (Used in) Operating Activities | 323,767 | 263,500 | 117,580 |
Net Cash Provided by (Used in) Investing Activities | (4,044,460) | (2,988,768) | (140,885) |
Net cash provided by financing activities | 4,032,160 | 2,926,580 | 75,215 |
Net increase in cash held for sale | 0 | 0 | 384 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 315,205 | 196,269 | 50,939 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 587,613 | 272,408 | 76,139 |
Net loss | (270,448) | (350,625) | (258,633) |
Depreciation and amortization | 537,815 | 303,150 | 200,542 |
Bad debt expense | 5,988 | 3,332 | 1,331 |
Deferred income tax benefit | (13,358) | (45,509) | 357 |
Share-based Compensation | 33,329 | 34,158 | 51,383 |
Noncash Impairment, Leases | 48,152 | 5,212 | 0 |
Gain (Loss) on Foreign Currency Forward Contracts | (6,904) | 2,903 | 0 |
Mark to Market Loss on Contingent Shares | (25,085) | 25,212 | 0 |
Fair Value Adjustment of Warrants | (81,320) | 205,062 | 47,656 |
Gain (Loss) on Disposition of Business | 0 | 29,192 | 0 |
Increase (Decrease) in Deferred Charges | (13,170) | (5,752) | (2,496) |
Other Noncash Income (Expense) | (541) | (2,611) | 374 |
Increase (Decrease) in Accounts Receivable | 64,067 | (29,947) | 593 |
Increase (Decrease) in Prepaid Expense | (2,744) | (5,742) | 10,224 |
Increase (Decrease) in Other Noncurrent Assets | (27,702) | (45,678) | 975 |
Accounts payable | 31,193 | (2,851) | (13,838) |
Accrued expenses and other current liabilities | 85,924 | (54,794) | 1,095 |
Deferred revenues | 207 | 80,683 | 33,480 |
Increase (Decrease) Operating Lease Right Of Use Assets | (3,363) | (5,329) | (11,365) |
Increase (Decrease) Lease Liabilities | 25,820 | 6,064 | 11,251 |
Other liabilities | 6,833 | 3,570 | (5,344) |
Payments to Acquire Property, Plant, and Equipment | 118,543 | 107,713 | 69,836 |
Acquisitions, net of cash acquired | 3,930,214 | 2,916,471 | 68,424 |
Payments to Acquire Intangible Assets | 0 | 5,982 | 2,625 |
Proceeds from sale of product line, net of restricted cash | 4,297 | 41,398 | 0 |
Proceeds from revolving credit facility | 175,000 | 60,000 | 70,000 |
Proceeds from Issuance of Long-term Debt | 2,000,000 | 1,960,000 | 1,600,000 |
Payment for Debt Extinguishment or Debt Prepayment Cost | 157,424 | 1,342,651 | |
Repayments of Other Long-term Debt | 28,600 | 12,600 | 641,509 |
Repayments of Long-term Lines of Credit | 0 | 125,000 | 50,000 |
Payments of Debt Issuance Costs | 32,624 | 38,340 | 41,923 |
Contingent purchase price paid | 0 | 7,816 | 2,371 |
Proceeds from Issuance of Convertible Preferred Stock | 1,392,616 | ||
Proceeds from issuance of ordinary shares | 728,040 | 843,744 | |
Proceeds from issuance of treasury shares | 139,864 | 0 | |
Payments for Repurchase of Equity | 159,356 | 0 | 0 |
Payments of Dividends | 18,868 | 0 | 0 |
Proceeds from warrant exercises | 0 | 277,526 | 0 |
Proceeds from stock options exercised | 18,562 | 2,122 | 1,582 |
Financing cash flows for finance leases | 158 | 0 | 0 |
Payment, Tax Withholding, Share-based Payment Arrangement | 24,892 | 33,056 | 0 |
Effects of exchange rates | 3,738 | (5,043) | (971) |
Net increase in cash and cash equivalents | 173,149 | 181,600 | 50,555 |
Net increase in restricted cash | 142,056 | 14,669 | 0 |
Cash and Cash Equivalents, at Carrying Value | 430,879 | 257,730 | 76,130 |
Restricted cash | 156,734 | 14,678 | 9 |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 0 | 0 | 384 |
Cash paid for interest | 182,415 | 97,510 | 101,164 |
Cash paid for income tax | 33,869 | 27,621 | 29,204 |
Capital expenditures included in accounts payable | 8,692 | 7,783 | 8,762 |
Gain (Loss) on Extinguishment of Debt | (50,676) | ||
Impairment of Long-Lived Assets to be Disposed of | 18,431 | ||
Proceeds From Reverse Recapitalization | 682,087 | ||
Payments For Tax Receivable Agreement | 200,000 | ||
Assets Received As Reverse Capitalization Capital | 1,877 | ||
Liabilities Assumed As Reduction Of Reverse Capitalization Capital | $ 5,910 | ||
CPA Global | |||
Noncash Financing Items [Abstract] | |||
Clarivate stock to be issued | 0 | $ (196,038) | |
DRG | |||
Noncash Financing Items [Abstract] | |||
Value of stock issued | $ 61,619 |
Background and Nature of Operat
Background and Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Nature of Operations | Background and Nature of Operations Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company organized under the laws of Jersey, Channel Islands. We were initially registered on January 7, 2019, and at our 2020 annual general meeting, our shareholders approved a change of our corporate name from “Clarivate Analytics Plc” to “Clarivate Plc”. Pursuant to the definitive agreement entered into to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”), the Company was formed for the purposes of completing the 2019 Transaction and related transitions and carrying on the business of Jersey and its subsidiaries. The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that 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. During the quarter ended September 30, 2022, the Company realigned its organizations structure and the composition of its reportable segments, which also resulted in a change to its goodwill reporting units. Clarivate has three reportable segments: Academia & Government ("A&G"), Life Sciences & Healthcare ("LS&H"), and Intellectual Property ("IP"). Our segment structure is organized based on the products we offer and the markets they serve. Segment results for all periods presented have been recast to conform to the current presentation. See Note 22 - Segment Information, for additional information on the Company's reportable segments. In January 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, and Amendment No. 2 to the Agreement and Plan of Merger, dated March 29, 2019, collectively, the “Merger Agreement”) by and among Churchill, Jersey, CCC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Clarivate (“Delaware Merger Sub”), Camelot Merger Sub (Jersey) Limited, a private limited company organized under the laws of Jersey, Channel Islands and wholly owned subsidiary of Clarivate (“Jersey Merger Sub”), and the Company, which, among other things, provided for (i) Jersey Merger Sub to be merged with and into Jersey with Jersey being the surviving company in the merger (the “Jersey Merger”) and (ii) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the merger (the “Delaware Merger”), and together with the Jersey Merger, the “Mergers”. On May 13, 2019, the 2019 Transaction was consummated, and Clarivate became the sole managing member of Jersey, operating and controlling all of the business and affairs of Jersey, through Jersey and its subsidiaries. Following the consummation of the 2019 Transaction on May 13, 2019, the Company’s ordinary shares and warrants began trading on the New York Stock Exchange. All of the Company’s public warrants have subsequently been redeemed. See Note 16 - Shareholders’ Equity for further information regarding the redemption of the Company’s public warrants. The 2019 Transaction was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Under this method of accounting, Churchill was treated as the "acquired" company for financial reporting purposes. This determination was primarily based on post 2019 Transaction relative voting rights, composition of the governing board, size of the two entities pre-merger, and intent of the 2019 Transaction. Accordingly, for accounting purposes, the 2019 Transaction was treated as the equivalent of the Company issuing stock for the net assets of Churchill. The net assets of Churchill were stated at historical cost, with no goodwill or other intangible assets resulting from the 2019 Transaction. Reported amounts from operations included herein prior to the 2019 Transaction are those of Jersey. In February 2020, the Company consummated a public offering of 27,600,000 ordinary shares at $20.25 per share. In June 2020, we completed an underwritten public offering of 50,400,000 of our ordinary shares (including 2,400,000 ordinary shares pursuant to the underwriters' option to purchase up to an additional 7,200,000 ordinary shares from certain selling shareholders) at a share price of $22.50 per share. Of the 50,400,000 ordinary shares, 14,000,000 were ordinary shares offered by Clarivate and 36,400,000 were ordinary shares offered by selling shareholders, including 20,821,765 ordinary shares from Onex, 8,097,354 ordinary shares from Baring and 7,480,881 ordinary shares from Directors, Executive Officers and other shareholders. The underwriters' option to purchase the remaining 4,800,000 ordinary shares from certain selling shareholders expired on July 3, 2020. The Company received approximately $304,030 in net proceeds from the sale of its ordinary shares, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds, in conjunction with the new $1,600,000 incremental term loan facility available to Clarivate on October 1, 2020, and cash on the balance sheet to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822. The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. Additionally, in connection with the acquisition of CPA Global, on October 1, 2020, the Company issued 210,357,918 shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P. representing approximately 35% ownership of Clarivate. In June 2021, we completed an underwritten public offering of 44,230,768 of our ordinary shares at a share price of $26.00, of which 28,846,154 ordinary shares were issued and sold by Clarivate and 15,384,614 were sold by selling shareholders (which included 5,769,230 ordinary shares that the underwriters purchased pursuant to their option to purchase additional shares). The ordinary shares sold by selling shareholders included 10,562,882 ordinary shares from Onex, 4,107,787 ordinary shares from Baring and 713,945 ordinary shares from Directors, Executive Officers and other shareholders. The Company received approximately $728,080 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable . The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021. The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders. In June 2021, concurrently with the June 2021 Ordinary Share Offering, we completed an underwritten public offering of 14,375,000 of our 5.25% Series A Mandatory Convertible Preferred Shares ("MCPS") which included 1,875,000 of our mandatory convertible preferred shares that the underwriters purchased pursuant to their option to purchase additional shares. The Company received approximately $1,392,671 in net proceeds from the mandatory convertible preferred share offering, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021. In September 2021, certain selling shareholders completed an underwritten public offering of 25,000,000 of our ordinary shares at a share price of $25.25, The ordinary shares sold by selling shareholders included 18,000,000 ordinary shares from Onex and 7,000,000 ordinary shares from Baring. The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. After giving effect to the offering, Onex and Baring owned approximately 6.7% and 2.6%, respectively, of the Company's ordinary shares. 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 and the measures taken, or may be taken, in response to the COVID-19 pandemic, the Company cannot reasonably estimate the full impact of the COVID-19 pandemic on our business, financial condition and results of operations at this time, which may be material. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements for the years ended December 31, 2021, 2020 and 2019 were prepared in conformity with U.S. GAAP. The Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable 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 Consolidated Balance Sheet. Additionally, certain reclassifications and revisions of prior period data have been made to conform to the current year's presentation. During the third quarter of 2022, the Company realigned its reporting structure and changed the manner in which performance is assessed. The three operating and reportable segments created include A&G, LS&H, and IP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts and operations of the Company, and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most important of these relate to share-based compensation expenses, revenue recognition, the allowance for doubtful accounts, internally developed computer software, valuation of goodwill and other identifiable intangible assets, determination of the projected benefit obligations of the defined benefit plans, income taxes, fair value of stock options, derivatives and financial instruments, contingent earn-out, and the tax related valuation allowances. On an ongoing basis, management evaluates these estimates, assumptions and judgments, in reference to historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Cash and Cash Equivalents Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of purchase of three months or less. Restricted Cash The Company held $156,734 and $14,678 of restricted cash as of December 31, 2021 and 2020, respectively. Restricted cash as of December 31, 2021 primarily included the cash received from the sale of treasury shares from the Employee Benefit Trust established for the CPA Equity Plan in December 2021. The cash received from the Employee Benefit Trust established for the CPA Equity Plan in December 2021 was subsequently paid in the first quarter of 2022. Accounts Receivable Through the adoption of ASU 2016-13 and the related standards, the Company revised its policy regarding the recognition of expected credit losses and for its accounts receivable portfolio. Accounts receivable are recorded at the amount invoiced to customers and do not bear interest. The Company estimates credit losses for trade receivables by aggregating similar customer types, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. Concentration of Credit Risk Accounts receivable are the primary financial instrument that potentially subjects the Company to significant concentrations of credit risk. Accounts receivable represents arrangements in which services were transferred to a customer before the customer pays consideration or before payment is due. Contracts with payment in arrears are recognized as receivables after the Company considers whether a significant financing component exists. The Company does not require collateral or other securities to support customer receivables. Management performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed appropriate. Credit losses have been immaterial and reasonable within management’s expectations. Our ten largest customers represented only 9% of revenues for the year ended December 31, 2021. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and consequently, the Company believes that such funds are subject to minimal credit risk. Property and Equipment, net Generally, property and equipment are recorded at cost and are depreciated over the respective estimated useful lives. Depreciation is computed using the straight‑line method. Repair and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of sold or retired assets are removed from the accounts and any gain or loss is included within Loss from operations in the Consolidated Statements of Operations. The estimated useful lives are as follows: Computer hardware 3 years Furniture, fixtures and equipment 5-7 years Leasehold improvements Lesser of lease term or estimated useful life Internally Developed Software and Content Internally Developed Software — Development costs related to internally generated software are capitalized once a project has progressed beyond a conceptual, preliminary stage to that of the application development stage. Costs of significant improvements or enhancements on existing software for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage, data conversion and post-implementation/operation stage of an internal use software development project are expensed as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software. Purchased software is amortized over three years, which is the estimated useful life of the related software. Content — Costs related to the acquisition of source materials, content selection, document processing, editing, abstracting, and indexing are capitalized. The Company also capitalizes internal and external costs associated with the development of product-related software that adds functionality and improves the customer’s ability to search the Company’s content. The Company does not capitalize any costs associated with research and development or marketing. These capitalized costs are amortized over a two Both internally developed software and content are evaluated for impairment whenever circumstances indicate the carrying amount may not be recoverable. The test for impairment compares the carrying amounts with the sum of undiscounted cash flows related to the asset. If the carrying value is greater than the undiscounted cash flows of the asset, the asset is written down to its estimated fair value. Business Combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses, other than those associated with the issuance of debt or equity securities, are recognized separately from the business combination and are expensed as incurred. Identifiable Intangible Assets, net Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization or accumulated impairment for indefinite-lived intangible assets. Useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully amortized assets are retained at cost and accumulated amortization accounts until such assets are derecognized. Customer Relationships — Customer relationships primarily consist of customer contracts and customer relationships arising from such contracts. Databases and Content — Databases and content primarily consists of repositories of the Company’s specific financial and customer information and intellectual content. Developed Technology — Developed technology primarily consists of proprietary technology used for healthcare data, analytics, and insights products and services. Backlog — Backlog primarily consists of orders and contracts received for which performance has not occurred prior to being acquired by the Company. Non-compete agreements — Non-compete agreements primarily consist of agreements with employees of acquired entities to ensure that if they cease employment with the Company, they will not involve themselves with competition of the business for a given duration. Trade Names — Trade names consist of purchased brand names that the Company continues to use. Where applicable, intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 2 – 23 years Databases and content 2 – 20 years Developed technology 3 – 14 years Computer software 5 years Finite-lived trade names 2 - 18 years Non-compete agreements 5 years Backlog 4 years Indefinite-lived trade names Indefinite Impairment of Long-Lived Assets Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. The Company evaluates its long-lived assets, including computer hardware and other property, computer software, and finite-lived intangible assets for impairment whenever circumstances indicate that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. An asset is assessed for impairment at the lowest level that the asset generates cash inflows that are largely independent of cash inflows from other assets. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Management identified an impairment loss in connection with the divestiture of certain assets and liabilities of its MarkMonitor Product Line within its IP segment in the year ended December 31, 2019. As a result of restructuring initiatives, the Company recorded non-cash impairment for leases in the years ended December 31, 2020, and December 31, 2021. See Note 25 - Restructuring and Impairment for further information. Goodwill and Indefinite-Lived Intangible Assets The carrying amount of goodwill is tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment on a reporting unit level, which is defined as the operating segment or one level below the operating segment. As of October 1, 2021, our most recent annual goodwill impairment testing date, the Company identified five reporting units. We use both qualitative and quantitative analysis to determine whether we believe it is more likely than not that goodwill has been impaired. For our most recent annual goodwill impairment test, we applied the qualitative assessment to three of the reporting units identified and the quantitative assessment to two of the reporting units identified. For our prior year goodwill impairment test, as of October 1, 2020, all reporting units identified were subject to the quantitative assessment. For the year ended December 31, 2021, the fair values of our reporting units exceeded each individual reporting unit’s carrying value, and goodwill was not impaired. There was no impairment of goodwill as a result of the Company’s annual impairment testing conducted for the years ended December 31, 2021, 2020, and 2019. The Company has indefinite-lived intangible assets related to trade names. As of October 1, 2021, our most recent annual indefinite-live intangible assets impairment testing date, the fair value of our indefinite-lived trade names exceeded the assets carrying value, and the assets were not impaired. There was no impairment of indefinite-lived intangible assets as a result of the Company’s annual impairment testing conducted for the years ended December 31, 2021, 2020, and 2019. Leases We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Debt Debt is recognized initially at par value, net of any applicable discounts or financing costs. Debt is subsequently stated at amortized cost with any difference between the proceeds (net of transactions costs) and the redemption value recognized in the Consolidated Statements of Operations over the term of the debt using the effective interest method. Interest on indebtedness is expensed as incurred. Debt is classified as a current liability when due within 12 months after the end of the reporting period. Warrant Liabilities We used a third-party specialist to fair value the awards using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, expected volatility of stock prices for the Company’s and its peer group, and dividend yield. A discount for the lack of marketability ("DLOM") is applied to shares that are subject to remaining post vesting lock up restrictions. Derivative Financial Instruments Foreign Exchange Forward Contracts The Company periodically enters into foreign currency contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks. These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. These contracts generally do not exceed 180 days in duration, and these instruments are carried as assets when the fair value is positive (Other current assets on the Consolidated Balance Sheets), and as liabilities when the fair value is negative (Other current liabilities on the Consolidated Balance Sheets). The resulting gain or loss is recognized in profit or loss (other operating income (expense), net) immediately. Interest Rate Swaps The Company has interest rate swaps with counterparties to reduce its exposure to variability in cash flows relating to interest payments on a portion of its outstanding first lien senior secured term loan facility in an aggregate principal amount of $2,818,800 (“Term Loan Facility”). The Company applies hedge accounting and has designated these instruments as cash flow hedges of the risk associated with floating interest rates on designated future quarterly interest payments. Management assumes the hedge is highly effective and therefore changes in the value of the hedging instrument are recorded in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Any ineffectiveness is recorded in earnings. Amounts in Accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged transactions affect earnings, or upon termination of the hedging relationship. Fair Value of Financial Instruments In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s interest rate swap derivative instruments are classified as Level 2. Earn-out liabilities and defined benefit plan assets are classified as Level 3. The Company assesses the fair value of the foreign exchange forward contracts, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. The Company also receives and reviews third party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs. Contingent Considerations The Company records liabilities for the estimated cost of such contingencies when expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the potential liability in these matters. We engage outside experts as deemed necessary or appropriate to assist in the calculation of the liability, however management is responsible for evaluating the estimate. As information becomes available regarding changes in circumstances for ongoing contingent considerations, our potential liability is reassessed and adjusted as necessary. See Note 23 - Commitments and Contingencies for further information on contingencies. Treasury Shares Shares repurchased by the company from the open market or shares held in the EBT as previously discussed are classified within equity as Treasury shares and are recorded at the fair value on the date of acquisition. When Clarivate reissues treasury shares at an amount greater (less) than it paid to repurchase the shares, it realizes a gain (loss) on the reissuance of the shares. This gain or loss is recognized within shareholders’ equity. Management has elected to utilize the FIFO method for determining the gains and losses from sales of Treasury shares. Taxation The Company recognizes income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining the consolidated Income tax expense for financial statement purposes. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In assessing the realizability of deferred tax assets, we consider future taxable income by tax jurisdiction and tax planning strategies. The Company records a valuation allowance to reduce our deferred tax assets to equal an amount that is more likely than not to be realized. Changes in tax laws and tax rates could also affect recorded deferred tax assets and liabilities in the future. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC Topic 740, Income Taxes , states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company first records unrecognized tax benefits as liabilities in accordance with ASC 740 and then adjusts these liabilities when our judgment changes as a result of the evaluation of new information not previously available at the time of establishing the liability. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. Interest accrued related to unrecognized tax benefits and income tax related penalties are included in the Benefit (provision) for income taxes. Deferred tax is provided on taxable temporary differences arising on investments in foreign subsidiaries, except where we intend, and are able, to reinvest such amounts on a permanent basis. Revenue Recognition The Company derives revenue by selling information on a subscription and single transaction basis as well as from performing professional services. The Company recognizes revenue when control of these services are transferred to the customer for an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. Revenue is recognized net of discounts and rebates, as well as value added and other sales taxes. Cash received or receivable in advance of the delivery of the services or publications is included in deferred revenues. The Company disaggregates revenue based on revenue recognition pattern. Subscription based revenues recognize revenue over time, whereas our re-occurring revenues recognize revenue at a point in time. Our transactional revenues recognize revenue at a point in time and other revenues relating to professional services recognize revenue over time. The Company believes subscription, re-occurring and transactional and other revenues is reflective of how the Company manages the business. The revenue recognition policies for the Company’s revenue streams are discussed below. Subscription Revenues Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers 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. Subscription revenues are typically generated either on (i) an enterprise basis, meaning that the organization has a license for the particular product or service offering and then anyone within the organization can use it at no additional cost, (ii) a seat basis, meaning each individual that uses the particular product or service offering has to have his or her own license, or (iii) a unit basis, meaning that incremental revenues are generated on an existing subscription each time the product is used (e.g., a trademark or brand is searched or assessed). Re-occurring Revenues Re-occurring revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or the contract is for multiple years. Re-occurring revenues are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. The most significant components of our re-occurring revenues is our 'renewal' business within CPA Global. Transactional and Other Revenues Transactional revenues are revenues that are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional content sales are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. Transactional revenues are typically generated on a unit basis, although for certain product and service offerings transactional revenues are generated on a seat basis. Transactional revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order. 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 ("PAL") revenues. Performance Obligations Content Subscription: Content subscription performance obligations are most prevalent in the Web of Science, Derwent, CPA Global, ProQuest and Life Sciences Product Lines. Content subscriptions are subscriptions that can only be accessed through the Company’s online platform for a specified period of time through downloads or access codes. On-premise the software is purchased by the customer and installed directly onto the customer’s own operating systems. In addition to the primary content subscription, these types of performance obligations can often include other performance obligations, such as training subscriptions, access to historical content, software licenses, professional services, maintenance and other optional content. Revenue for these performance obligations are primarily recognized over the length of the contract (i.e. subscription revenue). In case of software sold as a subscription, the cloud based hosted services and post-sales support and maintenance are considered as one performance obligation distinct from other services in the contract. Within the Life Sciences Product Line and resulting from the DRG acquisition, the Company provides analytics and syndicated research and syndicated databases through subscription and membership contracts and through the sale of single reports from the syndicated series. Subscription based revenues are recognized ratably over the period that the service is being provided, generally one year. There are instances where Content Subscription revenue could be recognized upon delivery (i.e. transactional revenue). Historical content and some optional content can be purchased via a perpetual license, which would be recognized upon delivery. Fees are typically paid annually at the beginning of each term. Additionally, within the Life Sciences Product Line and resulting from the DRG acquisition, the Company sells certain studies and reports on a single requisition basis to customers. Revenue from the sale of single reports is recognized at a point in time of delivery if all other revenue recognition criteria are met. Packages of select single reports are recognized pro rata as the individual reports are delivered if all other revenue recognition criteria are met based on estimated selling price. SaaS Subscription: Software-as-a-Service (“SaaS”) software is hosted centrally on a cloud-based system and usage is licensed on an annual subscription fee basis. The company earns revenue from selling SaaS subscriptions where customers purchase on demand access to hosted software products. Revenue from software subscription agreements, a portion of which are for multiple year terms, is recognized ratably over the term of the subscriptions, including any free trial periods before or after the paid subscription term. Revenue from professional services related to SaaS implementation are recognized by the percentage of completion method, determined by the ratio between the actual hours incurred and the total anticipated hours. Perpetual Archive Licenses ("PAL"): This performance obligation relates to the ProQuest Product Line. Customers purchase perpetual archive licenses to collections, periodicals, eBooks, and other resources contained in the Company’s databases. The Company will grant access to the platform or service at the time of contract inception and the PAL product is for the customer to own forever. However, the online access to the PAL product is limited by time and if customer wishes to extend the online access, the customer must pay a continuing service fee and if the customer chooses not to pay, the Company will send a hard copy (CD or DVD) of the PAL material. The Company records revenue on the date when the customer is granted access to the license/service and revenue is recognized at a point in time. Domain Registration Services: This performance obligation relates to the MarkMonitor Product Line. This is a service to register domain names with the applicable registries, with the Company being responsible for monitoring the domain name expiration and paying the registry before expiration. In addition, the Company has an ongoing responsibility to ensure the domain name is maintained at the registry. Customers typically sign a one Search Services: This performance obligation relates to the CompuMark Product Line. It is a comprehensive search report across multiple databases for a proposed trademark. The report is compiled by Clarivate’s analysts and sent to customers. Revenue is recognized upon delivery of the report. Fees are typically paid upon delivery. Trademark Watch: This performance obligation relates to the CompuMark Product Line. Trademark watch service is an annual subscription that allows customers to protect their trademarks from infringement by providing timely notification of newly filed or published trademarks. Revenue is recognized over the term of the contract, with fees paid annually at the beginning of each contract term. IP Services: This performance obligation relates to the CPA Global Product Line. This includes services related to (i) on-premise software installation, (ii) post-sales software support services,(iii) keeping software updated for any changes in laws (i.e., law update service), (iv) docketing, and (v) search and examination services provided to various PTOs. Revenue from IP services is recognized over the period of the contract as and when the service is provided. Validation Services: This performance obligation relates to the CPA Global Product Line. This involves services related to:(i) registration of a patent granted in Europe, to various individual countries where it will ultimately be enforceable; (ii) translation of documents to be submitted to a patent and trademark office ("PTO") in local language; (iii) registration of address with PTO, for all future notifications to be received on behalf of the IP holder; and (iv) management of notifications on behalf of IP holder over the lifetime of the patent. The Company has determined each of the above services performed represent separate performance obligations. Revenue is recognized once the provision of the service is complete and this point is reached when a purchase invoice is received from the agent for (i) and (ii) above and when registration with the PTO gets completed for (iii) above. With respect to management of notifications, revenue is recognized over the lifetime of the patent on a straight-line basis. Revenue from Validation Services is recognized net of official fees collected from customers for remittance to the PTO and any taxes collected from customers, which are subsequently remitted to governmental authorities. IP Transaction Processing: This performance obligation related to the IPM Product Line that was disposed of in October of 2018 and reacquired as part of the acquisition of the CPA Global business and P |
Other Operating Income, Net | Other Operating Income (Expense), Net Other operating income (expense), net, consisted of the following for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Net gain on sale of business and other assets (1) $ — $ 28,140 $ — Net foreign exchange (loss) gain (19,618) 19,771 (191) Miscellaneous (expense) income, net (7,889) 4,470 5,017 Other operating (expense) income, net $ (27,507) $ 52,381 $ 4,826 (1) Includes the net gain on sale of Techstreet in 2020. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations On May 13, 2019, the Company completed the 2019 Transaction. Jersey began operations in 2016 as a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and R&D intensive corporations to discover, protect and commercialize their innovations. Churchill was a special purpose acquisition company whose business was to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination. The shares and earnings per share available to holders of the Company’s ordinary shares, prior to the 2019 Transaction, have been recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares). Pursuant to the Merger Agreement, the aggregate stock consideration issued by the Company in the 2019 Transaction was $3,052,500, consisting of 305,250,000 newly issued ordinary shares of the Company valued at $10.00 per share, subject to certain adjustments described below. Of the $3,052,500, the shareholders of Jersey prior to the closing of the 2019 Transaction (the “Company Owners”) received $2,175,000 in the form of 217,500,000 newly issued ordinary shares of the Company. In addition, of the $3,052,500, Churchill public shareholders received $690,000 in the form of 68,999,999 newly issued ordinary shares of the Company. In addition, Churchill Sponsor LLC (the “sponsor”) received $187,500 in the form of 17,250,000 ordinary shares of the Company issued to the sponsor, and 1,500,000 additional ordinary shares of the Company were issued to certain investors. See Note 16 - Shareholders’ Equity for further information. Upon consummation of the 2019 Transaction, each outstanding share of ordinary stock of Churchill was converted into one ordinary share of the Company. At the closing of the 2019 Transaction, the Company Owners held approximately 74% of the issued and outstanding ordinary shares of the Company and stockholders of Churchill held approximately 26% of the issued and outstanding shares of the Company excluding the impact of (i) 52,800,000 warrants, (ii) approximately 24,806,793 compensatory options issued to the Company's management (based on number of options to purchase Jersey ordinary shares outstanding immediately prior to the 2019 Transaction, after giving effect to the exchange ratio described above) and (iii) 10,600,000 ordinary shares of Clarivate owned of record by the sponsor and available for distribution to certain individuals following the applicable lock-up and vesting restrictions. Certain restrictions were removed following the Secondary Offering on August 14, 2019. See Note 17 - Employment and Compensation Arrangements for further information. After giving effect to the satisfaction of the vesting restrictions the Company Owners held approximately 60% of the issued and outstanding shares of the Company at the close of the 2019 Transaction. See Note 16 - Shareholders’ Equity for further information on equity instruments. Acquisition of 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 equityholders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $4,994,334, net of $52,514 cash acquired. The aggregate consideration was composed of (i) $1,094,901 from the issuance of up to 46,910,923 ordinary shares to the Seller Group and (ii) approximately $3,951,947 in cash, including approximately $917,491 to fund the repayment of ProQuest debt. The purchase price is subject to the Seller's final approval of the Final Closing Statement. Issuance of 46,910,923 shares (1) $ 1,094,901 Cash consideration (2) 3,951,947 Total purchase price 5,046,848 Cash acquired (3) (52,514) Total purchase price, net of cash acquired $ 4,994,334 (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 $3,951,947 includes a base cash consideration of $3,988,000, less working capital adjustments of $31,661, less closing indebtedness adjustments of $36,618, plus closing cash consideration of $32,225 as defined in the Transaction Agreement. (3) Cash acquired includes $52,514 of total cash acquired, less $1,957 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 year-ended December 31, 2021, total transaction costs incurred in connection with the acquisition of ProQuest were $62,950. The ProQuest acquisition is reported primarily as part of the A&G Segment, see Note 9 - Other Intangible Assets, net and Goodwill and Note 22 - Segment Information for further details. The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss were as follows: Year Ended December 31, 2021 Revenues, net $ 80,418 Net income attributable to the Company's shareholders $ 3,000 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: Total Accounts receivable 113,492 Prepaid expenses 22,254 Other current assets 23,704 Property and equipment, net 62,307 Other intangible assets (2) 3,534,742 Other non-current assets 17,955 Deferred income taxes 3,512 Operating lease right-of-use assets 28,429 Total assets $ 3,806,395 Accounts payable 17,100 Accrued expenses and other current liabilities 136,811 Current portion of long-term debt 1,072 Current portion of deferred revenue 335,234 Current portion of operating lease liabilities 7,960 Long-term debt 33,362 Deferred income taxes 58,605 Non-current portion of deferred revenue 6,799 Other non-current liabilities 89,217 Operating lease liabilities 23,085 Total liabilities 709,245 Fair value of acquired identifiable assets and liabilities $ 3,097,150 Purchase price, net of cash (1) $ 4,994,334 Less: Fair value of acquired identifiable assets and liabilities 3,097,150 Goodwill $ 1,897,184 (1) The Company acquired cash of $52,514, including $1,957 of restricted cash to fund bank guarantees (contract performance guarantees, rental guarantees, and bid bonds) assumed in the ProQuest acquisition. (2) Of the $3,534,742, $3,528,000 relates to the valued intangible assets as per the purchase price allocation and $6,742 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 $ 2,773,000 17-23 Technology & databases (1) 709,300 5-17 Trade names 45,700 2-10 Total identifiable intangible assets $ 3,528,000 (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 periods presented as if the acquisition had occurred January 1, 2020 is as follows: Year ended December 31, 2021 2020 Pro forma revenues, net $ 2,702,984 $ 2,116,947 Pro forma net loss attributable to the Company's shareholders $ (175,418) $ (545,512) 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, (iii) acquisition-related transaction costs which reduced expenses by $62,950 for the year ended December 31, 2021, and (iv) other one-time non-recurring costs related to undrawn bridge commitment fees which reduced expenses by $55,000 for the year ended December 31, 2021. Acquisition of CPA Global On October 1, 2020, we acquired 100% of the assets, liabilities and equity interests of CPA Global, a global leader in intellectual property software and tech-enabled services from Redtop Holdings Limited ("Redtop"). The acquisition helps Clarivate create a true end-to-end platform supporting the full IP lifecycle from idea generation to commercialization and protection. Clarivate acquired all of the outstanding shares of CPA Global in a cash and stock transaction. The aggregate consideration in connection with the closing of the CPA Global acquisition was $8,540,886, net of $102,675 cash acquired and including an equity holdback consideration of $46,485. The aggregate consideration was composed of (i) $6,565,477 from the issuance of up to 218,183,778 ordinary shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P., representing approximately 35% pro forma fully diluted ownership of Clarivate and (ii) approximately $2,078,084 in cash to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822 and related interest swap termination fee of $22,262. Of the 218,306,663 ordinary shares issuable in the acquisition, Clarivate issued 210,357,918 ordinary shares as of October 1, 2020. There were 6,325,860 shares that were issued to Leonard Green & Partners, L.P. that were returned to Clarivate to fund an Employee Benefit Trust established for the CPA Global Phantom Equity Plan. Accordingly, these shares were excluded from purchase price consideration. During January 2021, the Company issued the remaining 1,500,000 ordinary shares to Redtop Holdings Limited pursuant to a hold-back clause within the purchase agreement. Issuance of 210,357,918 shares $ 6,565,477 Cash paid for repayment of CPA Global's parent company debt and related interest rate swap termination charge 2,078,084 Total purchase price 8,643,561 Cash acquired (102,675) Total purchase price, net of cash acquired $ 8,540,886 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 year ended December 31, 2021, total transaction costs incurred in connection with the acquisition of CPA Global were $ 23. Total transaction costs during the year ended December 31, 2020 were $37,164. The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss were as follows: Year ended December 31, 2020 Revenues, net (1) $ 157,504 Net loss attributable to the Company's stockholders $ (39,985) (1) Includes $15,297 of a deferred revenue adjustment recognized during the year ended December 31,year ended December 31, 2021 2020. The purchase price allocation for the CPA Global acquisition as of the close date of October 1, 2020 is final. The following table summarizes the final purchase price allocation for this acquisition: Total Accounts receivable $ 380,259 Prepaid expenses 27,437 Other current assets 38,784 Property and equipment, net 13,290 Other intangible assets 4,920,317 Deferred income taxes 19,310 Other non-current assets 8,403 Operating lease right-of-use assets 30,649 Total assets $ 5,438,449 Accounts payable 53,791 Accrued expenses and other current liabilities 284,353 Current portion of deferred revenue 181,365 Current portion of operating lease liabilities 7,738 Non-current portion of deferred revenue 16,771 Deferred income taxes 291,869 Other non-current liabilities 24,307 Operating lease liabilities 23,615 Total liabilities 883,809 Fair value of acquired identifiable assets and liabilities $ 4,554,640 Purchase price, net of cash (1) $ 8,540,886 Less: Fair value of acquired identifiable assets and liabilities 4,554,640 Goodwill (2) $ 3,986,246 (1) The Company acquired cash of $102,675 including $3,400 of restricted cash to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting. (2) Includes $942,201 of buyer-specific synergy goodwill that was allocated to the Clarivate legacy reporting units expected to benefit from the acquisition. During the year ended December 31, 2021, the Company recorded measurement period adjustments to the purchase price allocation recorded as of the close date of October 1, 2020. The following table summarizes the measurement period adjustments recorded through the measurement period date ending September 30, 2021: Total Accounts receivable (1) $ 7,135 Prepaid expenses (158) Other current assets 370 Property and equipment, net 1,002 Other non-current assets 1,123 Total assets $ 9,472 Accounts payable 290 Accrued expenses and other current liabilities (2) 49,164 Current portion of deferred revenue 989 Non-current portion of deferred revenue (15) Deferred income taxes (3) (13,405) Total liabilities $ 37,023 Fair value of acquired identifiable assets and liabilities $ (27,551) Purchase price, net of cash $ (665) Less: Fair value of acquired identifiable assets and liabilities (27,551) Goodwill $ 26,886 (1) The $7,135 account receivable measurement period adjustment is due to a change in the fair value of CPA Global's accounts receivable, with there being a $9,306 increase in the valuation increase offset by a $2,171 decrease. (2) The Company recorded measurement period adjustments of $49,164 increasing accrued expenses and other current liabilities, of which, $61,000 relates to adjustments to CPA Global's accrual for claims existing prior to the date of acquisition, offset by a $11,836 reduction to CPA Global's other accruals. See Note 23 - Commitments and Contingencies for further information. (3) The $13,405 deferred income tax measurement period adjustment is due to the tax impact of CPA Global's other measurement period adjustments detailed in the chart above. The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of CPA Global’s identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of October 1, 2020 Remaining Customer relationships $ 4,643,306 17-23 Technology 266,224 6-14 Trade names 10,787 2-17 Total identifiable intangible assets $ 4,920,317 Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows: Year ended December 31, 2020 2019 Pro forma revenues, net $ 1,708,486 $ 1,498,485 Pro forma net loss attributable to the Company's stockholders $ (374,440) $ (403,653) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical consolidated financial statements of the Company and from the historical accounting records of CPA Global. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of CPA Global debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs which reduced expenses by $71,103 for the year ended December 31, 2020. Acquisition of Decision Resources Group On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ("DRG"), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited ("PEL"), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the LS&H segment. The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997, comprised of $900,000 of base cash plus $6,100 of adjusted closing cash paid on the closing date and 2,895,638 of the Company's ordinary shares issued to PEL on March 5, 2021. The contingent stock consideration was valued at $58,897 on the closing date and was revalued at each period end until the issuance date. For the year ended December 31, 2020, the fair value of the contingent stock consideration increased by $27,132, which was recorded to selling, general and administrative costs in the Consolidated Statements of Operations. The corresponding liability was $86,029 as of December 31, 2020 and recorded to Accrued expenses and other current liabilities in the Consolidated Balance Sheets. As the liability settled on March 5, 2021 with the Company issuing 2,895,638 ordinary shares valued at $61,619, there was no liability captured within the December 31, 2021 Consolidated Balance Sheet. See Note 23 - Commitments and Contingencies for more information. The DRG acquisition was accounted for using the acquisition method of accounting. The excess of the purchase price over the net tangible and intangible assets was recorded to Goodwill and primarily reflected the assembled workforce and expected synergies. Goodwill was not deductible for tax purposes. Due to the decrease to the fair value of the contingent stock consideration between December 31, 2020 and March 5, 2021, during the year ended December 31, 2021, total transaction costs in connection with the acquisition of DRG resulted in a net gain of $24,194 . Total transaction costs during the year ended December 31, 2020 were $47,068. The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss were as follows: Year ended December 31, 2020 Revenues, net (1) $ 186,428 Net income attributable to the Company's stockholders $ 4,999 (1) Includes $7,157 of a deferred revenue adjustment recognized during the year ended December 31, 2020. The following table summarizes the final purchase price allocation for this acquisition: Total Accounts receivable $ 52,193 Prepaid expenses 4,295 Other current assets 68,001 Property and equipment, net 4,136 Other intangible assets (1) 491,366 Other non-current assets 2,960 Operating lease right-of-use assets 25,099 Total assets $ 648,050 Accounts payable 3,474 Accrued expenses and other current liabilities 88,561 Current portion of deferred revenue 35,126 Current portion of operating lease liabilities 5,188 Deferred income taxes 49,403 Non-current portion of deferred revenue 936 Operating lease liabilities 20,341 Total liabilities 203,029 Fair value of acquired identifiable assets and liabilities $ 445,021 Purchase price, net of cash (2) 944,220 Less: Fair value of acquired identifiable assets and liabilities 445,021 Goodwill $ 499,199 (1) Includes $3,966 of internally developed software in progress acquired. (2) The Company acquired cash of $20,777. The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of February 28, 2020 Remaining Customer relationships $ 381,000 10-21 Database and content 50,200 2-7 Trade names 5,200 4-7 Purchased software 23,000 3-8 Backlog 28,000 4 Total identifiable intangible assets $ 487,400 During the year ended December 31, 2020, there were additional purchase accounting adjustments of $314 related to fixed assets, deferred revenue and legal accrual with a corresponding increase to goodwill and $1,804 related to the aforementioned items and a reduction in the valuation of assumed lease liabilities and a corresponding reduction in goodwill, respectively. Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows: Year ended December 31, 2020 2019 Pro forma revenues, net $ 1,284,419 $ 1,174,295 Pro forma net loss attributable to the Company's stockholders $ (335,749) $ (304,846) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical Consolidated Financial Statements of the Company and from the historical accounting records of DRG. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of DRG debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs and other one-time non-recurring costs which reduced expenses by $26,348 for the year ended December 31, 2020. |
Assets Held for Sale and Divest
Assets Held for Sale and Divested Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale and Divested Operations | Assets Held for Sale and Divested Operations On November 6, 2020, the Company completed the sale of certain assets and liabilities of the Techstreet business to The International Society of Interdisciplinary Engineers LLC for a total purchase price of $42,832, of which $4,300 was held in escrow and paid to the Company in November 2021. As a result of the sale, the Company recorded a net gain on sale of $28,140, inclusive of incurred transaction costs of $115 in connection with the divestiture during the fourth quarter of 2020. The gain on sale is included in Other operating (expense) income, net within the Consolidated Statements of Operations during the year ended December 31, 2020. As a result of the sale, the Company wrote off balances associated with Techstreet including intangible assets of $10,179 and Goodwill in the amount of $9,129. The Company used the proceeds for general business purposes. On November 3, 2019, the Company entered into an agreement with OpSec Security for the sale of certain assets and liabilities of its MarkMonitor Product Line within its IP Group. The divestiture closed on January 1, 2020 for a total purchase price of $3,751. An impairment charge of $18,431 was recognized in the Consolidated Statements of Operations during the year ended December 31, 2019, to write down the Assets and Liabilities of the disposal group to fair value. Of the total impairment charge, $17,967 related to the write down of intangible assets and $468 to the write down of goodwill. There was an immaterial loss on the divestiture recorded to Other operating income (expense), net during the year ended December 31, 2020. The Company used the proceeds for general business purposes. The divestitures of Techstreet and certain assets and liabilities of MarkMonitor did not represent a strategic shift and are not expected to have a major effect on the Company’s operations or financial results, as defined by ASC 205-20, Discontinued Operations ; as a result, the divestitures do not meet the criteria to be classified as discontinued operations. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable O ur accounts receivable balance consists of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Accounts receivable $ 913,141 $ 746,478 Less: Accounts receivable allowance (6,713) (8,745) Accounts receivable, net $ 906,428 $ 737,733 The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. The activity in our accounts receivable allowance consists of the following for the years ended December 31, 2021, 2020 and 2019, respectively: Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 8,745 $ 16,511 $ 14,076 Additional provisions 6,096 4,339 4,662 Write-offs (7,951) (22,205) (2,321) Opening balance sheet adjustment related to ASU 2016 -13 adoption — 10,097 — Exchange differences (177) 3 94 Balance at the end of year $ 6,713 $ 8,745 $ 16,511 The potential for credit losses is mitigated because customer creditworthiness is evaluated before credit is extended. The Company recorded write-offs against the reserve of $7,951, $22,205 and $2,321 for the years ended December 31, 2021, 2020 and 2019, respectively . We continue to monitor any impacts from the COVID-19 pandemic on our customers and various counterparties. During the year ended December 31, 2021 and 2020, the Company’s allowance for doubtful accounts and credit losses considered additional risk related to the pandemic. However, this risk to-date was not considered material. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases As the lessee, we currently lease real estate space, automobiles, and certain equipment under non-cancelable operating lease agreements, as well as one financing lease assumed in the ProQuest acquisition. Some of the leases include options to extend the leases for up to an additional 10 years. We do not include any of our renewal options in our lease terms for calculating our lease liability as the renewal options allow us to maintain operational flexibility, and we are not reasonably certain we will exercise these renewal options at this time. We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease ROU assets, Current portion of operating lease liabilities, and Operating lease liabilities on our Consolidated Balance Sheet. The Company assesses its ROU asset and other lease-related assets for impairment consistent with other long-lived assets. Financing lease assets are included within the Property and Equipment financial statement line item and the related lease liability is treated as an item of indebtedness (see Note 14 - Debt) as a financing lease obligation within the Consolidated Balance Sheet. As of December 31, 2021, we did not record an impairment related to these assets beyond the impairments recorded due to restructuring activity further described within Note 25 - Restructuring and Impairment. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. As such, the Company used judgment to determine an appropriate incremental borrowing rate. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our variable lease payments consist of non-lease services related to the lease and lease payments that are based on annual changes to an index. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The initial valuation of financing lease assets and liabilities is identical to the operating leases, as described above, however they are presented separately from Operating lease ROU assets and Operating lease liabilities in the Consolidated Balance Sheet. We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Supplemental balance sheet information related to leases is summarized as follows: December 31, 2021 2020 Assets Classification Operating lease assets, net Operating lease right-of-use assets (1) $ 86,027 $ 132,356 Finance lease assets, net Property and equipment, net (2) 30,560 — Total lease assets $ 116,587 $ 132,356 Liabilities Current Operating lease liabilities Current portion of operating lease liability $ 32,177 $ 35,455 Finance lease liabilities Current portion of long-term debt 1,977 — Non-current Operating lease liabilities Operating lease liabilities 93,955 104,324 Finance lease liabilities Long-term debt 28,858 — Total lease liabilities $ 156,967 $ 139,779 (1) Operating lease assets are recorded net of accumulated amortization of $26,354 and $23,189 as of December 31, 2021 and 2020, respectively. (2) Finance lease assets are recorded net of accumulated amortization of $978 and $0 as of December 31, 2021 and 2020, respectively. The following illustrates the lease costs for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Finance lease cost Amortization of right-of-use assets $ 1,291 $ — Interest on lease liabilities 98 — Operating lease cost 28,817 24,438 Short-term lease cost 805 701 Variable lease cost 1,344 1,317 Total lease cost $ 32,355 $ 26,456 Year Ended December 31, 2021 2020 Other information Cash Paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $63,777 $31,841 Operating cash flows for finance leases 98 — Financing cash flows for finance leases 158 — Right-of-use assets obtained in exchange for lease obligations Operating leases $13,387 $8,542 Finance leases 29,878 — Weighted-average remaining lease term Operating leases 4 6 Finance leases 2 — Weighted-average discount rate Operating leases 4.4 % 5.2 % Finance leases 3.8 % — The future aggregate minimum lease payments as of December 31, 2021 under all non-cancelable leases for the years noted are as follows: Operating Leases Finance Leases Year ending December 31, 2022 $ 35,801 $ 3,114 2023 27,730 29,411 2024 23,876 — 2025 16,913 — 2026 11,969 — 2027 & Thereafter 28,308 — Total lease commitments 144,597 32,525 Less imputed interest (18,465) (1,690) Total $ 126,132 $ 30,835 In connection with certain leases, the Company guarantees the restoration of the leased property to a specified condition after completion of the lease period. As of December 31, 2021 and 2020, the liability of $1,392 and $4,396, respectively, associated with these restorations is recorded within Other non-current liabilities There were no material future minimum sublease payments to be received under non-cancelable subleases at December 31, 2021. The Company recognized $3,115 and $2,023 of sublease income for the years ended December 31, 2021 and 2020, respectively, and there was no material sublease income for the year ended December 31, 2019. |
Leases | Leases As the lessee, we currently lease real estate space, automobiles, and certain equipment under non-cancelable operating lease agreements, as well as one financing lease assumed in the ProQuest acquisition. Some of the leases include options to extend the leases for up to an additional 10 years. We do not include any of our renewal options in our lease terms for calculating our lease liability as the renewal options allow us to maintain operational flexibility, and we are not reasonably certain we will exercise these renewal options at this time. We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease ROU assets, Current portion of operating lease liabilities, and Operating lease liabilities on our Consolidated Balance Sheet. The Company assesses its ROU asset and other lease-related assets for impairment consistent with other long-lived assets. Financing lease assets are included within the Property and Equipment financial statement line item and the related lease liability is treated as an item of indebtedness (see Note 14 - Debt) as a financing lease obligation within the Consolidated Balance Sheet. As of December 31, 2021, we did not record an impairment related to these assets beyond the impairments recorded due to restructuring activity further described within Note 25 - Restructuring and Impairment. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. As such, the Company used judgment to determine an appropriate incremental borrowing rate. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our variable lease payments consist of non-lease services related to the lease and lease payments that are based on annual changes to an index. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The initial valuation of financing lease assets and liabilities is identical to the operating leases, as described above, however they are presented separately from Operating lease ROU assets and Operating lease liabilities in the Consolidated Balance Sheet. We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Supplemental balance sheet information related to leases is summarized as follows: December 31, 2021 2020 Assets Classification Operating lease assets, net Operating lease right-of-use assets (1) $ 86,027 $ 132,356 Finance lease assets, net Property and equipment, net (2) 30,560 — Total lease assets $ 116,587 $ 132,356 Liabilities Current Operating lease liabilities Current portion of operating lease liability $ 32,177 $ 35,455 Finance lease liabilities Current portion of long-term debt 1,977 — Non-current Operating lease liabilities Operating lease liabilities 93,955 104,324 Finance lease liabilities Long-term debt 28,858 — Total lease liabilities $ 156,967 $ 139,779 (1) Operating lease assets are recorded net of accumulated amortization of $26,354 and $23,189 as of December 31, 2021 and 2020, respectively. (2) Finance lease assets are recorded net of accumulated amortization of $978 and $0 as of December 31, 2021 and 2020, respectively. The following illustrates the lease costs for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Finance lease cost Amortization of right-of-use assets $ 1,291 $ — Interest on lease liabilities 98 — Operating lease cost 28,817 24,438 Short-term lease cost 805 701 Variable lease cost 1,344 1,317 Total lease cost $ 32,355 $ 26,456 Year Ended December 31, 2021 2020 Other information Cash Paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $63,777 $31,841 Operating cash flows for finance leases 98 — Financing cash flows for finance leases 158 — Right-of-use assets obtained in exchange for lease obligations Operating leases $13,387 $8,542 Finance leases 29,878 — Weighted-average remaining lease term Operating leases 4 6 Finance leases 2 — Weighted-average discount rate Operating leases 4.4 % 5.2 % Finance leases 3.8 % — The future aggregate minimum lease payments as of December 31, 2021 under all non-cancelable leases for the years noted are as follows: Operating Leases Finance Leases Year ending December 31, 2022 $ 35,801 $ 3,114 2023 27,730 29,411 2024 23,876 — 2025 16,913 — 2026 11,969 — 2027 & Thereafter 28,308 — Total lease commitments 144,597 32,525 Less imputed interest (18,465) (1,690) Total $ 126,132 $ 30,835 In connection with certain leases, the Company guarantees the restoration of the leased property to a specified condition after completion of the lease period. As of December 31, 2021 and 2020, the liability of $1,392 and $4,396, respectively, associated with these restorations is recorded within Other non-current liabilities There were no material future minimum sublease payments to be received under non-cancelable subleases at December 31, 2021. The Company recognized $3,115 and $2,023 of sublease income for the years ended December 31, 2021 and 2020, respectively, and there was no material sublease income for the year ended December 31, 2019. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment, net consisted of the following: December 31, 2021 2020 Computer hardware $ 45,510 $ 38,253 Leasehold improvements 11,578 21,614 Furniture, fixtures and equipment 34,709 13,201 Capital office leases - finance lease asset (1) 30,560 — Other 2,334 — Total property and equipment, gross 124,691 73,068 Accumulated depreciation (40,842) (36,801) Total property and equipment, net $ 83,849 $ 36,267 (1) See Note 7 - Leases for additional information. Depreciation amounted to $13,996, $12,709 and $9,181 for the years ended December 31, 2021, 2020 and 2019 |
Other Intangible Assets, net an
Other Intangible Assets, net and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Other Intangible Assets, net and Goodwill Other Intangible Assets, net The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: December 31, 2021 December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 8,279,079 $ (514,828) $ 7,764,251 $ 5,598,175 $ (261,350) $ 5,336,825 Databases and content 2,577,131 (590,998) 1,986,133 1,848,041 (464,683) 1,383,358 Computer software 733,106 (320,096) 413,010 658,976 (209,611) 449,365 Trade names 62,093 (10,503) 51,590 18,606 (2,360) 16,246 Backlog 29,104 (13,051) 16,053 29,216 (5,905) 23,311 Finite-lived intangible assets 11,680,513 (1,449,476) 10,231,037 8,153,014 (943,909) 7,209,105 Indefinite-lived intangible assets Trade names 161,317 — 161,317 161,245 — 161,245 Total intangible assets $ 11,841,830 $ (1,449,476) $ 10,392,354 $ 8,314,259 $ (943,909) $ 7,370,350 The Company performed the indefinite-lived impairment test as of October 1, 2021 and 2020. Additionally, the Company reviewed goodwill for indicators of impairment at December 31, 2021 and 2020. As part of this analysis, the Company determined that its trade name, with a carrying value of $161,317 and $161,245 as of December 31, 2021 and 2020, respectively, was not impaired and will continue to be reported as indefinite-lived intangible assets. On November 6, 2020, the Company completed the sale of certain assets and liabilities of the Techstreet business to The International Society of Interdisciplinary Engineers LLC for a total purchase price of $42,832, of which $4,300 was held in escrow and paid to the Company in November 2021. As a result of the sale, the Company recorded a net gain on sale of $28,140, inclusive of incurred transaction costs of $115 in connection with the divestiture during the fourth quarter of 2020. As a result of the sale, the Company wrote off balances associated with Techstreet including intangible assets of $10,179. See Note 5 - Assets Held for Sale and Divested Operations for further details. On January 1, 2020, all assets, liabilities, and equity interest of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor product group were sold to OpSec Security for a purchase price of $3,751, which was determined to be the approximation of the fair value. In addition, the Company compared the book value of the assets and liabilities to the purchase price and recorded a total impairment charge during the year ended December 31, 2019 of $18,431, which included the write down of $17,967 intangible assets classified as Assets held for sale at that time. See Note 5 - Assets Held for Sale and Divested Operations for further details. In June 2020, the Company acquired the assets of CustomersFirst Now for a purchase price of $6,446, which was accounted for as an asset acquisition. As a result, the Company's identifiable intangible assets increased by $6,446, which consisted of $5,446 of databases and content and $1,000 of computer software. At the time of acquisition, the databases and process methodology and the computer software had a remaining weighted average amortization period of 5.0 years and 3.0 years, respectively, resulting in a total remaining weighted average amortization period of 4.7 years. The weighted-average amortization period for each class of finite-lived intangible assets and for total finite-lived intangible assets, which range between 4 and 23 years, is as follows: Remaining Weighted - Average Amortization Period (in years) Customer relationships 22.12 Databases and content 14.18 Computer software 11.04 Trade names 9.59 Backlog 4.00 Total 20.10 Amortization amounted to $523,819, $290,441 and $191,361 for the years ended December 31, 2021, 2020 and 2019 , respectively. Estimated amortization for each of the five succeeding years as of December 31, 2021 is as follows: 2022 $ 656,866 2023 621,902 2024 592,265 2025 575,082 2026 565,370 Thereafter 7,153,309 Subtotal finite-lived intangible assets 10,164,794 Internally developed software projects in process 66,243 Total finite-lived intangible assets 10,231,037 Intangibles with indefinite lives 161,317 Total intangible assets $ 10,392,354 Goodwill The change in the carrying amount of goodwill is shown below: A&G LS&H IP Consolidated Total Balance as of December 31, 2019 (1) $ 719,140 $ 190,778 $ 418,127 $ 1,328,045 Acquisition (1)(2) 357,808 854,403 3,289,683 4,501,894 Divestiture — — (9,129) (9,129) Impact of foreign currency fluctuations and other 607 — 221,547 222,154 Balance as of December 31, 2020 (1) $ 1,077,555 $ 1,045,181 $ 3,920,228 $ 6,042,964 Acquisition (1) 1,785,994 132,770 27,022 1,945,786 Impact of foreign currency fluctuations and other (924) (688) (82,275) (83,887) Balance as of December 31, 2021 (1) $ 2,862,625 $ 1,177,263 $ 3,864,975 $ 7,904,863 (1) The prior year amounts have been recast for a reclassification of allocated goodwill between reporting units. Refer to Note 22 - Segment Information for additional information. (2) The buyer-specific synergy goodwill related to the CPA Global purchase price allocation (see Note 4 - Business Combinations) was reclassified to the reporting units expected to benefit from the acquisition. See below for additional information. The Company performed the goodwill impairment test as of October 1, 2021 and 2020. As of December 31, 2021, 2020 and 2019, the accumulated goodwill impairment was $0. Goodwill represents the purchase price in excess of the fair value of the net assets acquired in a business combination. If the carrying value of a reporting unit exceeds the implied fair value of that reporting unit, an impairment charge to goodwill is recognized for the excess. The Company performs goodwill impairment testing at the reporting unit level which is defined as the operating segment or one level below the operating segment. As of October 1, 2021, our most recent annual goodwill impairment testing date, the Company identified five reporting units. See Note 3 - Summary of Significant Accounting Policies for further details. The Company estimates the fair value of its reporting units using the income approach. Under the income approach, the fair value of a reporting unit is calculated based on the present value of estimated cash flows. No indicators of impairment existed as a result of the Company’s assessments, except for the sale of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor product group. On December 22, 2021, the Company acquired Patient Connect, which included $8,502 of goodwill. This goodwill balance is allocated to the LS&H segment. On December 1, 2021, the Company acquired ProQuest, which included $1,897,184 of goodwill. The goodwill balance is allocated to the A&G segment with the exception of $132,826 allocated to the LS&H segment. See Note 4 - Business Combinations for further details. On August 3, 2021, the Company acquired Bioinfogate, which included $13,078 of goodwill. This goodwill balance is allocated to the LS&H segment. On January 1, 2020, all assets, liabilities, and equity interest of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor product group were sold to OpSec Security for a purchase price of $3,751, which was determined to be the approximation of the fair value. In addition, the Company compared the book value of the assets and liabilities to the purchase price and recorded a total impairment charge during the year ended December 31, 2019 of $18,431, which included the write down of the $468 goodwill classified as Assets held for sale at that time. See Note 5 - Assets Held for Sale and Divested Operations for further details. On November 23, 2020, the Company acquired Hanlim IPS. Co., Ltd. (Hanlim), which included $2,861 of goodwill. This goodwill balance is allocated to the IP segment. On November 6, 2020, the Company completed the sale of certain assets and liabilities of the Techstreet business to The International Society of Interdisciplinary Engineers LLC for a total purchase price of $42,832, of which $4,300 was held in escrow and paid to the Company in November 2021. As a result of the sale, the Company recorded a net gain on sale of $28,140, inclusive of incurred transaction costs of $115 in connection with the divestiture during the fourth quarter of 2020. As a result of the sale, the Company wrote off goodwill in the amount of $9,129. See Note 5 - Assets Held for Sale and Divested Operations for further details. On October 26, 2020, the Company acquired Beijing IncoPat Technology Co. Ltd., which included $40,610 of goodwill, inclusive of $136 in purchase accounting adjustments recorded in 2021. This goodwill balance is allocated to the IP segment. On October 1, 2020, the Company acquired CPA Global, which included $3,986,246 of goodwill, inclusive of $26,886 in purchase accounting adjustments recorded in 2021. The goodwill balance includes $942,201 of buyer-specific synergy goodwill that was allocated to the reporting units expected to benefit from the acquisition as follows: $357,808 was allocated to the A&G segment, $355,204 was allocated to the LS&H segment, and $229,189 remains allocated to the IP segment. See Note 4 - Business Combinations for further details. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Effective March 31, 2017, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $300,000 of its outstanding Term Loan arrangements. Additionally, effective February 28, 2018, the Company entered into another interest rate swap relating to interest payments on $50,000 of its outstanding Term Loan arrangements. These hedging instruments matured on March 31, 2021. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments. In April 2019, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $50,000 of its term loans, effective April 30, 2021. Additionally, in May 2019, the Company entered into additional interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $100,000 of its term loan, effective March 2021. Both of these derivatives have notional amounts that amortize downward, and both have a maturity of September 2023. The Company will apply hedge accounting by designating the interest rate swaps as a hedge in applicable future quarterly interest payments. Changes in the fair value are recorded in Accumulated other comprehensive income(loss) ("AOCI") and the amounts reclassified out of AOCI are recorded to Interest expense, net. The fair value of the interest rate swaps is recorded in Other current assets or Accrued expenses and other current liabilities and Other non-current assets or liabilities, according to the duration of related cash flows. The fair value of the interest rate swaps was an asset of $1,957 as of December 31, 2021 and a liability of $5,159 as of December 31, 2020. In March 2020, the Company amended all of its interest rate derivatives to reduce the 1% LIBOR floor to a 0% LIBOR floor. For the current derivatives, all other terms and conditions remain unchanged. The Company collected $1,737 in the year ended December 31, 2020, for the amendments of these derivatives. For the two forward starting swaps, an adjustment was made to reduce the weighted average fixed rate from 2.183% at December 31, 2019 to 1.695% at the amendment date. The Company had a period of ineffectiveness related to the cash flow hedges in the three months ended March 31, 2020. The ineffectiveness was due to a drop in LIBOR rates below the LIBOR floor defined per the credit facilities, which were amended on March 31, 2020, resulting in a highly effective hedge. As a result of the ineffectiveness, the Company recognized a loss of $0 and $978 for the year ended December 31, 2021 and 2020, respectively, which was recorded to Interest expense, net on the Consolidated Statements of Operations. As of December 31, 2021, there was no hedge ineffectiveness associated with the Company’s interest rate swaps. In March 2021, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $350,000 of its term loans and replaced the interest rate swaps that matured during March 2021. These interest rate swap arrangements are effective March 31, 2021 and have a maturity date of March 31, 2024. The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the year ended December 31, 2021, 2020 and 2019: AOCI Balance at December 31, 2018 $ 3,644 Derivative losses recognized in Other comprehensive loss (7,107) Amount reclassified out of Other comprehensive loss to Net loss 685 AOCI Balance at December 31, 2019 $ (2,778) Derivative losses recognized in Other comprehensive loss (4,432) Amount reclassified out of Other comprehensive loss to Net loss 3,454 AOCI Balance at December 31, 2020 $ (3,756) Derivative gains recognized in Other comprehensive loss 3,360 Amount reclassified out of Other comprehensive loss to Net loss 3,033 AOCI Balance at December 31, 2021 $ 2,637 Foreign Currency Forward Contracts The Company periodically enters into foreign currency contracts. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks within the acquired CPA Global business. These contracts generally do not exceed 180 days in duration. The Company recognized (loss) gains from the mark to market adjustment of $(6,904), $20,805, and $0 for the year ended December 31, 2021, 2020, and 2019, respectively, in Other operating income, net on the Consolidated Statements of Operations. The nominal amount of outstanding foreign currency contracts was $216,748 and $354,751 as of December 31, 2021, and December 31, 2020, respectively. The Company accounts for these forward contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating (expense) income, net in the Consolidated Statements of Operations, as the contracts are not designated as accounting hedges under the applicable sections of ASC Topic 815. The total fair value of the forward contracts represented an asset balance of $2,205 and $8,574 and a liability balance of $641 and $106 as of December 31, 2021, and December 31, 2020, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities, respectively, on the Consolidated Balance Sheets. The Company recognized (loss) gains from the mark to market adjustment of $(6,904), $20,805 and $0 for the year ended December 31, 2021, 2020 and 2019, respectively, in Other operating (expense) income, net on the Consolidated Statements of Operations. See Note 11 - Fair Value Measurements for additional information on derivative instruments. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Recorded at Fair Value on a Recurring Basis The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Below is a summary of the valuation techniques used in determining fair value: Derivatives - Derivatives consist of foreign exchange contracts and interest rate swaps. The fair value of foreign exchange contracts is based on observable market inputs of spot and forward rates or using other observable rates. The fair value of the interest rate swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. See Note 10 - Derivative Instruments for additional information. Contingent Consideration - The Company values contingent cash consideration related to business combinations using a weighted probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Key assumptions used to estimate the fair value of contingent consideration include revenue, net new business and operating forecasts and the probability of achieving the specific targets. The Company values contingent stock consideration related to business combinations using observable market data, adjusted for indemnity losses and claims for indemnity losses valued using other indirect market inputs observable in the marketplace. Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable, and Other Accruals - The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments. Debt - The carrying value of the Company's variable interest rate debt, excluding unamortized debt issuance costs and original issue discount, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market observable data for debt with similar prepayment features. The fair value of the Company's debt was $5,595,522 and $3,574,282 at December 31, 2021 and 2020, respectively. The fair value is considered Level 2 under the fair value hierarchy. Private Placement Warrants - The Company has determined that the Private Placement Warrants for shares of the Company's ordinary stock that are not indexed to its own stock are subject to accounting treatment as a liability and should be reported at fair value on the balance sheet. The Company has determined that the fair value of each Private Placement Warrant issued using a Monte Carlo simulation approach for valuations performed through the August 14, 2019 modification described in Note 17 - Employment and Compensation Arrangements, and a Black-Scholes option valuation model thereafter. Accordingly, the warrants issued are classified as Level 3 financial instruments and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized as a component of mark to market adjustment on financial instruments in the Consolidated Statements of Operations. The assumptions in the models include, but are not limited to, risk-free interest rate, expected volatility of stock prices for the Company and its peer group, dividend yield, and a DLOM was applied to shares that are subject to remaining post vesting lock up restrictions. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary stock warrants. At that time, the portion of the warrant liabilities related to the ordinary stock warrants will be reclassified to additional paid-in capital. The amount of income (expense) recorded within the Consolidated Statement of Operations for each period as a result of the changes in fair value was $81,320 and $(205,062) for the fiscal year end December 31, 2021 and 2020, respectively. Forward Contracts and Interest Rate Swaps - The Company has determined that its forward contracts, included in other current assets, along with its interest rate swaps, included in Accrued expenses and other current liabilities and Other non-current liabilities according to the duration of related cash flows, reside within Level 2 of the fair value hierarchy. The Company enters into foreign currency contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is to help manage the Company's exposure to foreign exchange rate risks. These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. These contracts generally do not exceed 180 days in duration, and these instruments are carried as assets when the fair value is positive (Other current assets on the Consolidated Balance Sheets), and as liabilities when the fair value is negative (Other current liabilities on the Consolidated Balance Sheets) The resulting gain or loss is recognized in profit or loss (other operating income (expense), net) immediately. The Company assesses the fair value of these instruments, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. The Company receives third party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs. Earn-Outs - In accordance with ASC 805, we estimated the fair value of the earn-outs using a Monte Carlo simulation. The amount of the earn-outs approximates fair value due to the short term nature of their remaining payments as of December 31, 2021 and December 31, 2020. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of December 31, 2020, the Company paid the remaining earn-out liabilities related to Publons and TrademarkVision. These acquisitions occurred in 2017 and 2018, respectively. The amounts payable were contingent upon the achievement of certain company specific milestones and performance metrics including number of cumulative users, cumulative reviews and annual revenue over a 1-year and 3-year period. Changes in the earn-out are recorded to Selling, general and administrative costs in the Consolidated Statements of Operations. As part of the DRG acquisition, the Company maintained a contingent stock liability based on observable market data relating to the DRG acquisition that occurred on February 28, 2020. Changes in the contingent stock liability were recorded to Selling, general and administrative costs in the Consolidated Statements of Operations. The contingent stock liability was recorded in Accrued expenses and other current liabilities and is classified as Level 2 in the fair value hierarchy. The liability was settled by the issuance of ordinary shares on March 5, 2021. This fair value measurement is based on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820. As part of the CPA Global acquisition, the Company maintained a contingent stock liability based on observable market data relating to the CPA Global acquisition that occurred on October 1, 2020. Changes in the contingent stock liability were recorded to Selling, general and administrative costs in the Consolidated Statements of Operations. The contingent stock liability was recorded in Accrued expenses and other current liabilities and is classified as Level 2 in the fair value hierarchy. The liability was settled by the issuance of ordinary shares on January 21, 2021. This fair value measurement is based on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820. Employee Phantom Share Plan - As of December 31, 2021 and December 31, 2020, the Company maintains a liability associated with the CPA Global Phantom Equity Plan, a portion of which was recorded in connection with the acquisition opening balance sheet. Changes in the liability are recorded to Selling, general and administrative costs and Cost of revenues in the Consolidated Statements of Operations, which is primarily driven by the change in fair value pertaining to Clarivate's share price that is marked to market at the end of each reporting period. To the extent vesting of awards were accelerated for colleagues, the Company accounted for these as a modification and acceleration of share-based compensation charges within the Restructuring and impairment line item of the Consolidated Statement of Operations. The current and non-current portions of the liability are recorded in Accrued expenses and other current liabilities and Other non-current liabilities, respectively. The balances are classified as Level 2 in the fair value hierarchy. This fair value measurement is based on observable market data and other indirect observable market input such as, the expected volatility of the Company’s stock price, the DLOM, and the discount for potential forfeiture or modification. Private Placement Warrants - The following table summarizes the changes in Private Placement Warrant liability for the year ended December 31, 2021 and 2020: Balance at December 31, 2019 $ 111,813 Mark to market adjustment on financial instruments 205,062 Exercise of Private Placement Warrants (4,124) Balance at December 31, 2020 $ 312,751 Mark to market adjustment on financial instruments (81,320) Exercise of Private Placement Warrants (3,592) Balance at December 31, 2021 $ 227,839 There were no transfers of assets or liabilities between levels during the year ended December 31, 2021 and 2020. The following table presents the changes in the earn-out for the year ended December 31, 2021 and 2020: Balance at December 31, 2019 $ 11,100 Payment of earn-out liability (1) (11,701) Revaluations included in earnings 601 Balance at December 31, 2020 $ — Payment of earn-out liability — Revaluations included in earnings — Balance at December 31, 2021 $ — (1) See Note 23 - Commitments and Contingencies for further details. The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as at December 31, 2021 and 2020: December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Assets Forward contracts asset $ — $ 2,205 $ — $ 2,205 Interest rate swap asset — 1,957 — 1,957 — 4,162 — 4,162 Liabilities Warrant liability — — 227,839 227,839 Employee phantom share liability - current — 152,422 — 152,422 Forward contracts liability — 641 — 641 Total $ — $ 153,063 $ 227,839 $ 380,902 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Value Assets Forward contracts asset $ — $ 8,574 $ — $ 8,574 — 8,574 — 8,574 Liabilities Warrant liability — — 312,751 312,751 Employee phantom share liability - current — 57,752 — 57,752 Employee phantom share liability - non-current — 393 — 393 Forward contracts liability — 106 — 106 Interest rate swap liability — 5,159 — 5,159 Contingent stock liability — 130,594 — 130,594 Total $ — $ 194,004 $ 312,751 $ 506,755 Non-Financial Assets Valued on a Non-Recurring Basis The Company’s long-lived assets, including goodwill, indefinite-lived intangible and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment. Finite-lived Intangible Assets — If a triggering event occurs, the Company determines the estimated fair value of finite-lived intangible assets by determining the present value of the expected cash flows. Indefinite-lived Intangible Asset — If a qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value of an indefinite-lived intangible asset, the Company determines the estimated fair value of the indefinite-lived intangible asset (trade name) by determining the present value of the estimated royalty payments on an after-tax basis that it would be required to pay the owner for the right to use such trade name. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to the excess. Goodwill — Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets resulting from business combinations. The Company evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of October 1 or more frequently if impairment indicators arise in accordance with ASC Topic 350. The Company performs qualitative analysis of macroeconomic conditions, industry and market considerations, internal cost factors, financial performance, fair value history and other company specific events. If this qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the book value for the respective reporting unit, the Company applies a one-step impairment test in which the Company determines whether the estimated fair value of the reporting unit is in excess of its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the estimated fair value of the reporting unit, the Company performs the second step of the impairment test to determine the implied estimated fair value of the reporting unit’s goodwill. The Company determines the implied estimated fair value of goodwill by determining the present value of the estimated future cash flows for each reporting unit and comparing the reporting unit’s risk profile and growth prospects to selected, reasonably similar publicly traded companies. Effective January 1, 2020, all assets, liabilities, and equity interest of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor Product Line were sold to OpSec Security for a purchase price of $3,751, which approximates fair value of the assets as of December 31, 2019. To measure the amount of impairment related to the divestiture, the Company compared the fair values of assets and liabilities at the evaluation date to the carrying amounts as of December 31, 2019. The loss on impairment was $18,431 as of December 31, 2019. The sale of the Brand Protection, AntiPiracy, and AntiFraud solutions of the MarkMonitor Product Line assets and liabilities are categorized as Level 2 within the fair value hierarchy. The key assumption included the negotiated sales price of the assets and the assumptions of the liabilities. See Note 5 - Assets Held for Sale and Divested Operations for additional information. Right of Use Asset — The guidance in ASC 360-10 requires three steps to identify, recognize and measure the impairment of a long-lived asset (asset group) to be held and used. The Company evaluates whether there are indicators of impairment present (i.e., whether there are any events or changes in circumstances that indicate that the carrying amount of the long-lived asset (group) might not be recoverable, including the ceased use of the leased property). The Company performs tests for recoverability and if indicators of impairment are present, the Company perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the long-lived asset (asset group) in question to the carrying amount of the long-lived asset (asset group). If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of the long-lived asset (asset group), the Company determines the fair value of the long-lived asset (asset group) and recognizes an impairment loss if the carrying amount of the long-lived asset (asset group) exceeds its fair value. For the year ended December 31, 2021, an impairment charge was recorded where the carrying value of the operating lease right of use asset was reduced by $57,305, which are non-cash charges. Additionally, the Company incurred $3,325 and $2,384 in lease termination fees during the year ended December 31, 2021 and 2020, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities, consisted of the following as of December 31, 2021 and December 31, 2020: December 31, December 31, 2021 2020 Employee phantom share plan liability (1) $ 152,422 $ 57,752 Contingent stock liability (2) — 130,594 Employee related accruals (3) 150,634 98,481 Accrued professional fees (4) 39,440 57,151 Accrued legal liability (5) 79,013 11,965 Tax related accruals (6) 28,538 45,127 Accrued royalty costs (7) 71,281 5,376 Other accrued expenses and other current liabilities (8) 158,275 163,236 Total accrued expenses and other current liabilities $ 679,603 $ 569,682 (1) See Note 4 - Business Combinations, Note 11 - Fair Value Measurements, Note 17 - Employment and Compensation Arrangements and Note 25 - Restructuring and Impairment, for further information with respect to the employee phantom share plan liabilities. (2) Represents contingent stock consideration associated with the CPA Global and DRG acquisitions. See Note 4 - Business Combinations and Note 23 - Commitments and Contingencies for further information. (3) Employee related accruals include accrued payroll, bonus and employee commissions. (4) Professional and outside service-related fees include accrued legal fees, audit fees, outside services, technology, and contractor fees. (5) Of the balance as of December 31, 2021, our best estimate of the Company's potential liability for the larger legal claims is $60,500, which includes estimated legal costs and accrued interest. See Note 23 - Commitments and Contingencies for further information with respect to the probable claim reserves. (6) Tax related accruals include value-added tax payable and other current taxes payable. (7) Represents accrued royalty costs associated with licensee agreements. (8) Includes current liabilities due to customers, interest payable, and a collection of miscellaneous other current liabilities. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Pension and Other Post-Retirement Benefits | Pension and Other Post‑Retirement Benefits Retirement Benefits The Company may be required to sponsor pension benefit plans, for certain international markets, which are unfunded and are not material for the Company. The net periodic pension expense is actuarially determined on an annual basis by independent actuaries using the projected unit credit method. The determination of benefit expense requires assumptions such as the discount rate, which is used to measure service cost, benefit plan obligations and the interest expense on the plan obligations. Other significant assumptions include expected mortality, the expected rate of increase with respect to future compensation and pension. Because the determination of the cost and obligations associated with employee future benefits requires the use of various assumptions, there is measurement uncertainty inherent in the actuarial valuation process. Actual results will differ from results which are estimated based on assumptions. The liability recognized in the Consolidated Balance Sheets is the present value of the defined benefit obligation at the end of the reporting period. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The defined benefit obligation is included in Other non-current liabilities in the Consolidated Balance Sheets. All actuarial gains and losses that arise in calculating the present value of the defined benefit obligation are recognized immediately in Accumulated deficit and included in the Consolidated Statements of Comprehensive Income (Loss). Employer contributions to defined contribution plans are expensed as incurred, which is as the related employee service is rendered. Defined contribution plans Employees participate in various defined contribution savings plans that provide for Company-matching contributions. Costs for future employee benefits are accrued over the periods in which employees earn the benefits. Total expense related to defined contribution plans was $18,083, $13,262 and $12,143 for the years ended December 31, 2021, 2020 and 2019, respectively, which approximates the cash outlays related to the plans. Defined benefit plans A limited number of employees participate in noncontributory defined benefit pension plans that are maintained in certain international markets. The plans are managed and funded to provide pension benefits to covered employees in accordance with local regulations and practices. The Company’s obligations related to the defined benefit pension plans is in Accrued expenses and other current liabilities and Other non-current liabilities. The following table presents the changes in projected benefit obligations, the plan assets, and the funded status of the defined benefit pension plans: December 31, 2021 2020 Obligation and funded status: Change in benefit obligation Projected benefit obligation at beginning of year $ 21,615 $ 16,563 Service costs 1,441 1,136 Interest cost 323 292 Plan participant contributions 134 124 Actuarial (gains) losses (503) 695 Acquisition/Business Combination/Divestiture 918 2,393 Benefit payments (872) (357) Expenses paid from assets (43) (40) Settlements (257) — Curtailment — (510) Effect of foreign currency translation (1,283) 1,319 Projected benefit obligation at end of year $ 21,473 $ 21,615 Change in plan assets Fair value of plan assets at beginning of year $ 6,665 $ 5,487 Actual return on plan assets 262 213 Settlements (257) — Plan participant contributions 134 124 Acquisition/Business Combination/Divestiture — 99 Employer contributions 1,366 583 Benefit payments (872) (357) Expenses paid from assets (43) (40) Effect of foreign currency translation (538) 556 Fair value of plan assets at end of year 6,717 6,665 Unfunded status $ (14,756) $ (14,950) The following table summarizes the amounts recognized in the Consolidated Balance Sheets related to the defined benefit pension plans: December 31, 2021 2020 Current liabilities $ (1,068) $ (902) Non-current liabilities $ (13,688) $ (14,048) AOCI $ 748 $ 1,195 The following table provides information for those pension plans with an accumulated benefit obligation in excess of plan assets and projected benefit obligations in excess of plan assets: December 31, 2021 2020 Plans with accumulated benefit obligation in excess of plan assets: Accumulated benefit obligation $ 18,637 $ 18,991 Fair value of plan assets $ 6,717 $ 6,665 Plans with projected benefit obligation in excess of plan assets: Projected benefit obligation $ 21,473 $ 21,615 Fair value of plan assets $ 6,717 $ 6,665 The components of net periodic benefit cost changes in plan assets and benefit obligations recognized as follows: Year Ended December 31, 2021 2020 2019 Service cost $ 1,441 $ 1,136 $ 870 Interest cost 323 292 311 Expected return on plan assets (199) (178) (157) Amortization of actuarial gains (19) (46) (76) Settlement/(Curtailment) (91) (499) 7 Net periodic benefit cost $ 1,455 $ 705 $ 955 The following table presents the weighted-average assumptions used to determine the net periodic benefit cost as of: December 31, 2021 2020 Discount rate 1.66 % 1.60 % Expected return on plan assets 3.04 % 3.00 % Rate of compensation increase 5.18 % 3.78 % Social Security increase rate 2.50 % 2.50 % Pension increase rate 1.80 % 1.80 % The following table presents the weighted-average assumptions used to determine the benefit obligations as of: December 31, 2021 2020 Discount rate 2.38 % 1.66 % Rate of compensation increase 5.79 % 5.18 % Social Security increase rate 2.50 % 2.50 % Pension increase rate 1.90 % 1.80 % The Company determines the assumptions used to measure plan liabilities as of the December 31 measurement date. The discount rate represents the interest rate used to determine the present value of the future cash flows currently expected to be required to settle the Company’s defined benefit pension plan obligations. The discount rates are derived using weighted average yield curves on corporate bonds. The cash flows from the Company’s expected benefit obligation payments are then matched to the yield curve to derive the discount rates. At December 31, 2021, the discount rates ranged from 0.55% to 5.90% for the Company’s pension plan and postretirement benefit plan. At December 31, 2020, the discount rates ranged from 0.35% to 5.20% for the Company’s pension plan and postretirement benefit plan. Plan Assets The general investment objective for our plan assets is to obtain a rate of investment return consistent with the level of risk being taken and to earn performance rates of return as required by local regulations for our defined benefit plans. For such plans, the strategy is to invest primarily 100% in insurance contracts. Plan assets held in insurance contracts do not have target asset allocation ranges. The expected long-term return on plan assets is estimated based off of historical and expected returns. As of December 31, 2021, the expected weighted-average long-term rate of return on plan assets was 3%. The fair value of our plan assets and the respective level in the far value hierarchy by asset category is as follows: December 31, 2021 December 31, 2020 Fair value measurement of pension plan assets: Level 1 Level 2 Level 3 Total Assets Level 1 Level 2 Level 3 Total Assets Insurance contract $ — — 6,717 $ 6,717 $ — — 6,665 $ 6,665 The fair value of the insurance contracts is an estimate of the amount that would be received in an orderly sale to a market participant at the measurement date. The amount the plan would receive from the contract holder if the contracts were terminated is the primary input and is unobservable. The insurance contracts are therefore classified as Level 3 investments. The following table provides the estimated pension benefit payments that are payable from the plans to participants as of December 31, 2021 for the following years: 2022 $ 1,216 2023 1,310 2024 1,461 2025 1,633 2026 1,643 2027 to 2031 7,748 Total $ 15,011 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of the Company’s debt: December 31, 2021 December 31, 2020 Type Maturity Effective Carrying Effective Carrying Senior Notes (2029) 2029 4.875 % $ 921,399 — % $ — Senior Secured Notes (2028) 2028 3.875 % 921,177 — % — Senior Secured Notes (2026) 2026 4.500 % 700,000 4.500 % 700,000 Term Loan Facility (2026) 2026 3.860 % 2,818,800 3.626 % 2,847,400 Revolving Credit Facility 2024 3.359 % 175,000 — % — Finance Lease (1) 2023 3.800 % 30,835 — % — Total debt outstanding 5,567,211 3,547,400 Debt issuance costs (47,189) (51,309) Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts (33,165) (9,591) Short-term debt, including current portion of long-term debt (30,577) (28,600) Long-term debt, net of current portion and debt issuance costs $ 5,456,280 $ 3,457,900 (1) See Note 7 - Leases for additional information. The loans were priced at market terms and collectively have a weighted average interest rate of 4.096% and 3.799% for the year ended December 31, 2021 and 2020, respectively. Financing Transactions Senior Secured Notes due 2026 On October 31, 2019, we closed a private placement offering of $700,000 in aggregate principal amount of Senior Secured Notes ("Notes") due 2026 bearing interest at 4.50% per annum, payable semi-annually to holders of record in May and November. The first interest payment was paid in May 2020. The Notes due 2026 were issued by Camelot Finance S.A., an indirect wholly-owned subsidiary of Clarivate, and are secured on a first-lien pari passu basis with borrowings under the Credit Facilities. These Notes are guaranteed on a joint and several basis by certain Clarivate subsidiaries. The Notes will be general senior secured obligations of the Issuer and will be secured on a first-priority basis by the collateral now owned or hereafter acquired by the Issuer and each of the Guarantors that secures the Issuer’s and such Guarantor’s obligations under the New Senior Credit Facility (subject to permitted liens and other exceptions). The Notes are subject to redemption as a result of certain changes in tax laws or treaties of (or their interpretation by) a relevant taxing jurisdiction at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption, and upon certain changes in control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. Additionally, at the Company’s election the Notes may be redeemed (i) prior to November 1, 2022 at a redemption price equal to 100% of the aggregate principal amount of Notes being redeemed plus a “make-whole” premium, plus accrued and unpaid interest to the date of redemption or (ii) prior to November 1, 2022, the Company may use funds in an aggregate amount not exceeding the net cash proceeds of one or more specified equity offerings to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 104.5% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest and additional amounts to the date of redemption provided that at least 50% of the original aggregate principal amount of the Notes issued on the Closing Date remains outstanding after the redemption (or all Notes are redeemed substantially concurrently) and the redemption occurs within 120 days of the date of the closing of such equity offering or (iii) on November 1, 2022 of each of the years referenced below based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption. Period Redemption Price 2022 102.250 % 2023 101.125 % 2024 and thereafter 100.000 % The Indenture governing the senior secured notes due 2026 contains covenants which, among other things, limit the incurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the transfer or sale of assets, and the creation of certain liens. As of December 31, 2021, we were in compliance with the indenture covenants. We used the net proceeds from the offering of the Notes due 2026, together with proceeds from the $900,000 Term Loan Facility and a $250,000 Revolving Credit Facility with a $40,000 letter of credit sub-limit, collectively the "Credit Facilities" discussed below to, among other things, redeem the 7.875% senior notes due 2024 issued by Camelot Finance S.A. ("Prior Notes") in full, refinance all amounts outstanding under the $175,000 revolving credit facility which was governed by the credit agreement dated as of October 3, 2016 ("Prior Revolving Credit Facility") and the $1,550,000 term loan facility ("Prior Term Loan Facility"), collectively the "Prior Credit Facilities", fund in full the TRA Termination Payment pursuant to the TRA Buyout Agreement and pay fees and expenses related to the foregoing. We redeemed the Prior Notes at a fixed price of 103.938%, plus accrued and unpaid interest to the date of the purchase. The total loss on the extinguishment of debt, including the transactions noted below, was $3,179. The Credit Facilities On October 31, 2019, we entered into the Credit Facilities. The Credit Facilities consist of a $900,000 Term Loan Facility, due 2026, and a $250,000 Revolving Credit Facility with a $40,000 letter of credit sublimit, due 2024. In November 2021, we increased the capacity of the revolving credit facility by $100,000 to $350,000. Borrowings under the Credit Facility bear interest at a floating rate which can be, at our option, either (i) a Eurocurrency rate plus an applicable margin or (ii) an alternate base rate (equal to the highest of (i) the rate which Bank of America, N.A. announces as its prime lending rate, (ii) the Federal Funds Effective Rate plus one-half of 1.00% and (iii) the Eurocurrency rate for an interest period of one month for loans denominated in dollars plus 1.00% plus an applicable margin, in either case, subject to a Eurocurrency rate floor of 0.00%. Commencing with the last day of the first full quarter ending after the closing date of the Credit Facilities, the Term Loan Facility will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the original par principal amount thereof, with the remaining balance due at final maturity. The Credit Facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities, subject to customary exceptions. The Credit Agreement governing the Credit Facilities contains customary events of default and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate transactions or incurring certain liens. The Credit Facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the senior secured notes due 2026), voluntary and involuntary bankruptcy proceedings, material money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change of control events and other customary events of default, in each case subject to threshold, notice and grace period provisions. With respect to the credit facilities, the Company may be subject to certain negative covenants, including either a fixed charge coverage ratio, total first lien net leverage ratio, or total net leverage ratio if certain conditions are met. As of December 31, 2021, the company was in compliance with the covenants for the credit facilities. The obligations of the borrowers under the Credit Agreement are guaranteed by UK Holdco and certain of its restricted subsidiaries and are collateralized by substantially all of UK Holdco’s and certain of its restricted subsidiaries’ assets (with customary exceptions described in the Credit Agreement). UK Holdco and its restricted subsidiaries are subject to certain covenants including restrictions on UK Holdco’s ability to pay dividends, incur indebtedness, grant a lien over its assets, merge or consolidate, make investments, or make payments to affiliates. Term Loan Facility (2026) On October 31, 2019, when we entered into the Credit Facilities, the Credit Facilities consisted of a $900,000 Term Loan Facility, which was fully drawn at closing. On February 28, 2020, in connection with the DRG acquisition, the Company incurred an incremental $360,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund a portion of the DRG acquisition and to pay related fees and expenses. In addition, the Company secured the backstop of a $950,000 fully committed bridge facility in connection with the DRG acquisition. However, the Company obtained all required financing with proceeds from the additional term loan borrowings and through a primary equity offering in February 2020. As such, the bridge facility remained undrawn through its expiration on closing of the acquisition. On October 1, 2020, in connection with the CPA Global acquisition, the Company incurred an incremental $1,600,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822. Previously, the Company had secured the backstop of a $1,500,000 fully committed bridge facility. However, the Company obtained all required financing with proceeds from the additional term loan borrowings and the bridge facility remained undrawn through its expiration on closing of the acquisition. The Term Loan Facility matures on October 31, 2026. Principal repayments under the Term Loan Facility are due quarterly in an amount equal to 0.25% of the aggregate outstanding principal amount borrowed under the Term Loan Facility on October 31, 2019 and on the maturity date, in an amount equal to the aggregate outstanding principal amount on such date, together in each case, with accrued and unpaid interest. The Prior Credit facility and Prior Notes were replaced by the Credit Facility and Notes. As part of the new Credit Facility, $41,980 of old unamortized discount and fees were written off as part of the restructuring, and of the new costs incurred under the Credit Facility and the Notes, $17 was expensed and $25,818 was deferred during the year-ended December 31, 2019. Revolving Credit Facility On October 31, 2019, we entered into the Credit Facilities, the Credit Facilities consist of a $250,000 Revolving Credit Facility with a $40,000 letter of credit sublimit, which was undrawn at closing. In November 2021, we increased the capacity of the revolving credit facility by $100,000 to $350,000, of which $175,000 remained undrawn as of December 31, 2021. The Revolving Credit Facility carries an interest rate at LIBOR plus 3.25% per annum or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing, and matures on October 31, 2024. The Revolving Credit Facility interest rate margins will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement). In November 2021, the Company borrowed $175,000 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 of 0.375% per annum. On October 1, 2020, the Company borrowed $60,000 on the existing Revolving Credit Facility and used the net proceeds from such borrowings to fund the debt extinguishment costs in connection with funding of the repayment of CPA Global's parent company outstanding debt. The amount was repaid in the fourth quarter of 2020 and the revolving credit facility has remained undrawn in the period subsequent to the pay down. The Revolving Credit Facility provides for revolving loans, same-day borrowings and letters of credit pursuant to commitments in an aggregate principal amount of $350,000 with a letter of credit sublimit of $40,000. Proceeds of loans made under the Revolving Credit Facility may be borrowed, repaid and reborrowed prior to the maturity of the Revolving Credit Facility. Our ability to draw under the Revolving Credit Facility or issue letters of credit thereunder will be conditioned upon, among other things, delivery of required notices, accuracy of the representations and warranties contained in the Credit Agreement and the absence of any default or event of default under the Credit Agreement. As of December 31, 2021, letters of credit totaling $6,080 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, as of December 31, 2021 the Company had an unsecured corporate guarantee outstanding for $10,488 and cash collateralized letters of credit totaling $550, all of which were not collateralized by the Revolving Credit Facility. The Company borrowed $175,000 and $0 against the Revolving Credit Facility as of December 31, 2021 and December 31, 2020, to support current operations. Senior Unsecured Notes (2029) and Senior Secured Notes (2028) In June 2021, we issued $1,000,000 in aggregate principal amount of Senior Secured Notes due June 30, 2028 and $1,000,000 in aggregate principal amount of Senior Notes due June 30, 2029 bearing interest at a rate of 3.875% and 4.875% per annum, respectively. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The Notes were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate. In August 2021, we (i) exchanged all of the outstanding, validly tendered and not withdrawn Old Secured Notes for the newly-issued 3.875% Senior Secured Notes due 2028 (the “New Secured Notes”), and (ii) exchanged all of the outstanding, validly tendered and not withdrawn Old Unsecured Notes for the newly-issued 4.875% Senior Unsecured Notes due 2029 (the “New Unsecured Notes” and, together with the New Secured Notes, the “New Notes”). The initial aggregate principal amount of the New Notes is equal to the aggregate principal amount of Old Notes that were validly tendered and not validly withdrawn for exchange, and that were accepted by the Issuer. The offers to exchange are referred to herein as the “Exchange Offers.” Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth as follows were validly tendered and not validly withdrawn, and were accepted by the Issuer and subsequently cancelled: (i) $921,177 aggregate principal amount of Old Secured Notes; and (ii) $921,399 aggregate principal amount of Old Unsecured Notes. Following such cancellation, (i) $78,823 aggregate principal amount of Old Secured Notes remained outstanding; and (ii) $78,601 aggregate principal amount of Old Unsecured Notes remained outstanding. The Issuer redeemed such remaining outstanding Old Secured Notes and Old Unsecured Notes at 100% of the principal amount thereof plus accrued and unpaid interest from June 24, 2021 to the redemption date in August 2021. In connection with the settlement of the Exchange Offers, the Issuer (i) issued $921,177 aggregate principal amount of its New Secured Notes; and (ii) issued $921,399 aggregate principal amount of its New Unsecured Notes. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The exchange was treated as a debt modification in accordance with Accounting Standards Codification 470, Debt ("ASC 470"). Concurrently with the settlement of the Exchange Offers, the Issuer deposited (or caused to be deposited) an amount in cash equal to the aggregate principal amount of the New Notes of each series into segregated escrow accounts until the date that certain escrow release conditions (the “Escrow Release Conditions”) including the consummation of the ProQuest acquisition, were satisfied. On December 1, 2021 the Escrow Release Conditions were satisfied, and the escrow proceeds were released from the escrow accounts and used to fund a portion of the purchase price of the ProQuest acquisition and to pay related fees and expenses. In connection with the closing of the ProQuest acquisition on December 1, 2021, the New 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 New Secured Notes are secured on a first-lien pari passu basis with borrowings under the existing credit facilities and senior secured notes, and the New Unsecured Notes are the Issuer’s and such guarantors’ unsecured obligations. The New Notes are subject to redemption as a result of certain changes in control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. At the Company’s election the New Notes may be redeemed (i) prior to June 30, 2024 at a redemption price equal to 100% of the aggregate principal amount of the New Notes being redeemed plus a “make-whole” premium, plus accrued and unpaid interest to the date of redemption or (ii) prior to June 30, 2024, the Company may use funds in an aggregate amount not exceeding the net cash proceeds of one or more specified equity offerings to redeem up to 40% of the aggregate principal amount of the New Notes at a redemption price equal to 103.875% and 104.875% of the aggregate principal amount of the New Secured Notes and New Unsecured Notes respectively being redeemed, plus accrued and unpaid interest and additional amounts to the date of redemption provided that at least 50% of the original aggregate principal amount of the New Notes issued on the Closing Date remains outstanding after the redemption (or all Notes are redeemed substantially concurrently) and the redemption occurs within 120 days of the date of the closing of such equity offering or (iii) on or after June 30, 2024, during the 12 month period commencing on June 30 of each of the years referenced below based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption. Redemption Price (as a percentage of principal) Period New Secured Notes New Unsecured Notes 2024 101.938 % 102.438 % 2025 100.969 % 101.219 % 2026 and thereafter 100.000 % 100.000 % The Indenture governing the New Secured notes due 2028 contains covenants which, among other things, limit the incurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the transfer or sale of assets, and the creation of certain liens. As of December 31, 2021, we were in compliance with the indenture covenants. 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 $5,595,522 and $3,574,282 at December 31, 2021 and December 31, 2020, respectively. The debt is considered a Level 2 liability under the fair value hierarchy. Amounts due under all of the outstanding borrowings as of December 31, 2021 for the next five years are as follows: 2022 $ 30,577 2023 57,458 2024 203,600 2025 28,600 2026 3,404,400 Thereafter 1,842,576 Total maturities 5,567,211 Less: capitalized debt issuance costs and original issue discount (80,354) Total debt outstanding as of December 31, 2021 $ 5,486,857 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregated Revenues The tables below show the Company’s disaggregated revenue for the periods presented: Year Ended December 31, 2021 2020 2019 Subscription revenues $ 1,034,356 $ 877,659 $ 805,518 Re-occurring revenues 453,242 111,929 — Transactional and other revenues 393,247 287,560 169,265 Total revenues, gross 1,880,845 1,277,148 974,783 Deferred revenues adjustment (1) (3,951) (23,101) (438) Total revenues, net $ 1,876,894 $ 1,254,047 $ 974,345 (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB 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 Topic 606 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 the fiscal year 2021. Cost to Obtain a Contract The Company has prepaid sales commissions included in both Prepaid expenses and Other non-current assets on the balance sheets. The amount of prepaid sales commissions included in Prepaid expenses was $27,226 and $13,970 as of December 31, 2021 and 2020, respectively. The amount of prepaid sales commissions included in Other non-current assets was $17,106 and $14,102 as of December 31, 2021 and 2020, respectively. The Company has not recorded any impairments against these prepaid sales commissions. Contract Balances Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (1/1/2021) $ 737,733 $ 707,318 $ 41,399 Closing (12/31/2021) 906,428 1,030,399 54,250 (Increase)/decrease $ (168,695) $ (323,081) $ (12,851) Opening (1/1/2020) $ 333,858 $ 407,325 $ 19,723 Closing (12/31/2020) 737,733 707,318 41,399 (Increase)/decrease $ (403,875) $ (299,993) $ (21,676) Opening (1/1/2019) $ 331,295 $ 391,102 $ 17,112 Closing (12/31/2019) 333,858 407,325 19,723 (Increase)/decrease $ (2,563) $ (16,223) $ (2,611) The amount of revenue recognized in the period that was included in the opening deferred revenues balances was $563,062, $400,656 and $391,102 for the years ended December 31, 2021, 2020 and 2019, respectively. This revenue consists primarily of subscription revenues. Transaction Price Allocated to the Remaining Performance Obligation As of December 31, 2021, approximately $92,887 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with duration of one year or less. The Company expects to recognize revenue on approximately 47.6% of these performance obligations over the next 12 months. Of the remaining 52.4%, 26.8% is expected to be recognized within the following year, 15.8% is expected to be recognized within three to five years, with the final 9.8% expected to be recognized within six to ten years. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Pre-2019 Transaction In March 2017, the Company formed the Management Incentive Plan under which certain employees of the Company may be eligible to purchase shares of the Company. In exchange for each share purchase subscription, the purchaser is entitled to a fully vested right to an ordinary share. Additionally, along with a subscription, employees receive a corresponding number of options to acquire additional ordinary shares subject to five years vesting. See Note 17 - Employment and Compensation Arrangements for additional detail related to the options. There were no share subscriptions received prior to or following the close of the 2019 Transaction for the year ended December 31, 2021. Post-2019 Transaction Immediately prior to the closing of the 2019 Transaction, there were 87,749,999 shares of Churchill ordinary stock issued and outstanding, consisting of (i) 68,999,999 public shares (Class A) and (ii) 18,750,000 founder shares (Class B). On May 13, 2019, in connection with the 2019 Transaction, all of the Class B ordinary stock converted into Class A ordinary stock of the post-combination company on a one-for-one basis, and effected the reclassification and conversion of all of the Class A ordinary stock and Class B ordinary stock into a single class of ordinary stock of Clarivate Plc. One stockholder elected to have one share redeemed in connection with the 2019 Transaction. In June 2019, the Company formed the 2019 Incentive Award Plan under which employees of the Company may be eligible to purchase shares of the Company. See Note 17 - Employment and Compensation Arrangements for additional detail related to the 2019 Incentive Award Plan. In exchange for each share subscription purchased, the purchaser is entitled to a fully vested right to an ordinary share. At December 31, 2021 there were unlimited shares of ordinary stock authorized, and 683,139,210 shares issued and outstanding, with a par value of $0.00. The Company held 547,136 and 6,325,860 shares as treasury shares as of December 31, 2021 and December 31, 2020, respectively. The Company’s ordinary stockholders are entitled to one vote per share. Public Warrants Upon consummation of the 2019 Transaction, the Company had warrants outstanding to purchase an aggregate of 52,800,000 ordinary shares. Each outstanding whole warrant of Churchill represented the right to purchase one ordinary share of the Company in lieu of one share of Churchill ordinary stock upon closing of the 2019 Transaction. During the period January 1, 2020 through February 21, 2020, 24,132,666 of the Company’s outstanding public warrants were exercised for one ordinary share per whole public warrant at a price of $11.50 per share. On February 20, 2020, we announced the redemption of all of our outstanding public warrants to purchase our ordinary shares that were issued as part of the units sold in the Churchill Capital Corp initial public offering. As of December 31, 2020, no public warrants were outstanding. Merger Shares Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate that are issuable to persons designated by Messrs. Stead and Klein, including themselves, if the last sale price of Clarivate’s ordinary shares is at least $20.00 for 40 days over a 60 consecutive trading day period on or before the sixth anniversary of the closing of the 2019 Transaction. On January 31, 2020, our Board agreed to waive all performance vesting conditions associated with the Merger Shares (as defined below). The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. These shares were issued during the year ended December 31, 2020. See Note 17 - Employment and Compensation Arrangements for additional detail related to the Merger Shares. DRG Acquisition Shares In connection with the DRG acquisition, 2,895,638 ordinary shares of the Company were issued to PEL in March 2021. See Note 4 - Business Combinations for additional details. MCPS Offering In June 2021, concurrently with the June 2021 Ordinary Share Offering (see Note 1 - Background and Nature of Operations), we completed an underwritten public offering of 14,375,000 of our 5.25% Series A MCPS (which included 1,875,000 of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). Based upon the agreement provisions and accounting guidance in ASC 480 - Distinguishing Liabilities from Equity and ASC 815-40 - Derivatives and Hedging , the Company concluded that the preferred stock should be classified as permanent equity within the Consolidated Balance Sheet. Dividends on our 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. See Note 23 - Commitments and Contingencies for further details. In July 2021, the Company's Board of Directors declared a quarterly dividend of approximately $1.12 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable on September 1, 2021 to shareholders of record at the close of business on August 15, 2021. As permitted by the Statement of Rights governing its 5.25% Series A Mandatory Convertible Preferred Shares, such dividend was paid by delivery of ordinary shares (other than $1 paid in cash in lieu of any fractional ordinary share). The number of ordinary shares deliverable in respect of such dividend was 664,730, which was determined based on the average volume-weighted average price per ordinary shares over the five consecutive trading day period ending on, and including, the trading day prior to September 1, 2021, which had a value of $16,141. In October 2021, the Company's Board of Directors declared a quarterly dividend of approximately $1.3125 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable in cash on December 1, 2021 to shareholders of record at the close of business on November 15, 2021. As of December 31, 2021, we recognized $6,499 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 no dividends are declared and paid, they will continue to accumulate as the agreement contains a backstop to it being paid even if never declared by the board. Each of our MCPS will automatically convert on the second business day immediately following the last trading day of the "Settlement Period" (the 30 consecutive Trading Day period commencing on, and including, the 31st Scheduled Trading Day immediately preceding June 1, 2024) into between 3.2052 and 3.8462 of our ordinary shares (respectively, the “Minimum Conversion Rate” and “Maximum Conversion Rate”), each subject to anti-dilution adjustments. The number of our ordinary shares issuable on conversion of the convertible preferred shares will be determined based on an Average VWAP per ordinary share over the Settlement Period. At any time prior to June 1, 2024, holders may elect to convert each convertible preferred share into ordinary shares at the Minimum Conversion Rate. Holders of the Preferred Stock have the right to convert all or any portion of their shares at any time until the close of business on the mandatory conversion date. Early conversions that are not in connection with a “Make-Whole Fundamental Change” will be settled at the minimum conversion rate. If a Make-Whole Fundamental Change occurs, holders of the Preferred Stock will, in certain circumstances, be entitled to convert their shares at an increased conversion rate for a specified period of time and receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments. The Preferred Stock will not be redeemable at our election before the mandatory conversion date. The holders of the Preferred Stock will not have any voting rights, with limited exceptions. In the event that Preferred Stock dividends have not been declared and paid in an aggregate amount corresponding to six or more dividend periods, whether or not consecutive, the holders of the Preferred Stock will have the right to elect two new directors until all accumulated and unpaid Preferred Stock dividends have been paid in full, at which time that right will terminate. Treasury Shares CPA Global Acquisition Shares - In connection with the CPA Global acquisition, on October 1, 2020, the Company issued as part of the purchase consideration, 210,357,918 ordinary shares of the Company. In addition, there were 6,325,860 shares that were issued to Leonard Green & Partners, L.P. that were returned to Clarivate to fund an Employee Benefit Trust ("EBT") established for the CPA Global Phantom Equity Plan. Accordingly, these shares were excluded from purchase price consideration. As noted in Note 2 - Basis of Presentation, the 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. See Note 4 - Business Combinations for additional details. During January 2021, the Company issued 1,500,000 ordinary shares to Redtop Holdings Limited pursuant to a hold-back clause within the purchase agreement for a total of $43,890 which was satisfied. See Note 4 - Business Combinations and Note 23 - Commitments and Contingencies for additional details. During the fourth quarter of 2021, 5,778,724 shares held in the EBT were sold at an average net price per share of $23.78 to fund the payment to the respective employees via payroll in the first quarter of 2022 as it relates to the first lock-up period and vesting date which occurred on October 1, 2021. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $41,667. 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 $250,000 of its outstanding ordinary shares, subject to market conditions. During the year ended December 31, 2021, the Company purchased 6,575,500 shares with a total carrying value of $159,356. The repurchased shares were retired and restored as authorized but unissued ordinary shares. Upon formal retirement and in accordance with Financial Accounting Standards Board's Accounting Standards Codification ("ASC") Topic 505, Equity |
Employment and Compensation Arr
Employment and Compensation Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employment and Compensation Arrangements | Employment and Compensation Arrangements Employee Incentive Plans Prior to the 2019 Transaction, the Company operated under its 2016 Equity Incentive Plan, which provided for certain employees of the Company to be eligible to participate in equity ownership in the Company. On May 8, 2019, in anticipation of the 2019 Transaction, the Board adopted the 2019 Incentive Award Plan, which was an amendment, restatement and continuation of the 2016 Equity Incentive Plan. Upon closing of the 2019 Transaction, awards under the 2016 Equity Incentive Plan were converted using the exchange ratio established during the 2019 Transaction and assumed into the 2019 Incentive Award Plan (See Note 4 - Business Combinations). The 2019 Incentive Award Plan permits the granting of awards in the form of incentive stock options, non-qualified stock options, share appreciation rights, restricted shares, restricted share units and other stock-based or cash-based awards. Equity awards may be issued in the form of restricted shares or restricted share units with dividend rights or dividend equivalent rights subject to vesting terms and conditions specified in individual award agreements. The Company’s Management Incentive Plan provides for employees of the Company to be eligible to purchase shares of the Company. See Note 16 - Shareholders’ Equity for additional information. A maximum aggregate amount of 60,000,000 ordinary shares are reserved for issuance under the 2019 Incentive Award Plan. Equity awards under the 2019 Incentive Award Plan may be issued in the form of options to purchase shares of the Company which are exercisable upon the occurrence of conditions specified within individual award agreements. As of December 31, 2021 and 2020, 40,200,324 and 42,785,926, respectively, awards have not been granted. Total share-based compensation expense, inclusive of cash and non-cash expense, included in the Consolidated Statements of Operations amounted to $139,571, $70,472 and $51,383 for the years ended December 31, 2021, 2020 and 2019, respectively. The total associated tax benefits recognized amounted to $8,480, $30,620 and $751 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company’s Management Incentive Plan provides for certain employees of the Company to be eligible to purchase shares of the Company. See Note 16 - Shareholders’ Equity for additional information. Along with each subscription, employees may receive a corresponding number of options to acquire additional ordinary shares subject to five years vesting. As of December 31, 2021 and 2020 , the re was no unrecognized compensation cost related to outstanding stock options. Stock Options The Company’s stock option activity is summarized below: Number of Weighted Weighted-Average Aggregate Balance at December 31, 2020 7,860,618 $ 12.95 6.2 $ 131,956 Granted — — 0 — Expired (2,008) 29.33 0 — Forfeited — — 0 — Exercised (3,057,008) 12.19 0 (43,425) Outstanding as of December 31, 2021 4,801,602 $ 13.43 4.75 $ 49,655 Vested and exercisable at December 31, 2021 4,801,602 $ 13.43 4.75 $ 49,655 The aggregate intrinsic value in the table above represents the difference between the Company’s most recent valuation and the exercise price of each in-the-money option on the last day of the period presented. 3,057,008 and 12,042,862 stock options were exercised as of December 31, 2021 and 2020, respectively. The total intrinsic value of stock options exercised was approximately $43,425 and $150,381 during the years ended December 31, 2021 and 2020, respectively. The Company accounts for awards issued under the 2019 Incentive Award Plan as additional contributions to equity. Share-based compensation includes expense associated with stock option grants which is estimated based on the grant date fair value of the award issued. Share-based compensation expense related to stock options is recognized over the vesting period of the award which is generally five years, on a graded-scale basis. The weighted-average fair value of options granted per share was $0and $0 as of December 31, 2021 and 2020, respectively. In connection with the sale and divestiture of non-core assets and liabilities within the IP segment on November 6, 2020, the Company accelerated 43,605 unvested stock options, which resulted in recognition of $791 of compensation expense during the year ended December 31, 2020. On November 30, 2020, the Company accelerated the vesting of approximately 3,530,000 remaining unvested stock options of the original 28,400,000 issued pursuant to the private company equity plan adopted in 2016 at the time of the formation of Clarivate as a standalone business after its divestiture from Thomson Reuters, including the previously disclosed unvested options held by key officers of the Company. The Company viewed this as an appropriate step to take at that time to streamline the Company’s equity compensation program by easing the administration of the plan and by allowing the Company to better manage the logistics and vesting of these options. The accelerated vesting resulted in the recognition of approximately $2,007 of compensation expense during the year ended December 31, 2020. The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted. The Black-Scholes model considers the fair value of an ordinary share and the contractual and expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. Prior to becoming a public company, the fair value of the Company’s ordinary shares were determined utilizing an external third-party pricing specialist. The contractual term of the option ranges from one The assumptions used to value the Company’s options granted during the period presented and their expected lives were as follows: December 31, 2021 2020 2019 Weighted-average expected dividend yield — — — Expected volatility 25.32% - 35.34% 34.05% - 39.43% 19.52% - 20.26% Weighted-average expected volatility 31.15 % 34.79 % 19.87 % Weighted-average risk-free interest rate 0.37 % 0.14 % 2.43 % Expected life (in years) 1.95 1 7.3 Restricted Stock Units (“RSUs”) RSUs typically vest from six months to three years and are generally subject to either cliff vesting or graded vesting. RSUs do not have non-forfeitable rights to dividends or dividend equivalents. The fair value of RSUs is typically based on the fair value of our ordinary shares on the date of grant. We amortize the value of these awards to expense over the vesting period on a graded-scale basis. The Company recognizes forfeitures as they occur. Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 293,182 $ 16.75 Granted 1,918,288 22.12 Vested (289,641) 17.17 Forfeited (111,283) 21.19 Outstanding as of December 31, 2020 1,810,546 19.30 Granted 4,310,054 23.91 Vested (986,132) 23.18 Forfeited (602,337) 23.39 Outstanding as of December 31, 2021 4,532,131 $ 23.42 The Company granted 4,310,054 and 1,918,288 RSUs at a weighted average grant date fair value per share of $23.91 and $22.12, correspondingly recognized $47,606 and $15,142 in compensation expense during the year ended December 31, 2021 and 2020. The total fair value of RSUs that vested during the year ended December 31, 2021 and 2020 was $22,859 and $4,972, respectively. Performance Stock Units (“PSUs”) The Company began granting PSUs (the "Original PSUs") to certain members of management on April 1, 2020 under the 2019 Incentive Award Plan. The Original PSUs typically vest over three years and are subject to performance conditions with a modifier of relative TSR as compared to the S&P 500 for vesting. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. In years one and two of the three year vesting period, it was not possible to predict the likelihood of achieving the target and therefore, the performance condition was deemed not probable as of December 31, 2021. Accordingly, no compensation expense was recognized for the year ended December 31, 2021. During December of 2020, the Human Resources and Compensation Committee (the “HRCC”) considered the need to continue to align the interests of our named executive officers with those of Clarivate’s shareholders and to compensate our named executive officers for the significant value created for shareholders in 2020. In addition, the HRCC considered the effects of the Covid-19 pandemic on the value of the Original PSUs granted to our named executive officers earlier in 2020, which are eligible to vest based on the achievement of certain three-year financial performance metrics. In choosing the primary performance goals for the Original PSUs, the HRCC had not anticipated the Covid-19 pandemic and its impact on certain elements of performance, which significantly reduced the anticipated value of the Original PSUs. The Company made a one-time grant of additional PSUs to certain key employees, including its named executive officers on December 17, 2020 under the 2019 Incentive Award Plan. The PSUs are eligible to vest based upon Clarivate’s three-year total shareholder return (“TSR”) as compared to the TSR of the S&P 500 for the same period (the “TSR PSUs”). The TSR PSUs cover the period from January 1, 2020 to December 31, 2022 and have a payout range of 0% to 120% of target. The TSR PSU grants vest over three years and are subject to market conditions for vesting. The probability of achieving the market conditions are incorporated into the fair value of the award, and related expense is recognized over the vesting period. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. Accordingly, the Company recognized $4,473 and $178 of compensation expense for the year ended December 31, 2021 and 2020, respectively. In the event that the Original PSUs vest, the TSR PSUs will be forfeited. On March 1, 2021, May 15, 2021 and August 15, 2021, the Company granted 499,141, 28,577 and 38,178 PSUs, respectively, to key employees under the 2019 Incentive Award Plan. These PSUs are eligible to vest based on Clarivate's three-year total shareholder return ("TSR") as compared to the TSR of the S&P 500 for the same period as well as the Company's performance against forecasted results. These PSUs cover from January 1, 2021 through December 31, 2023 and have a payout range of 0% to 200%. These PSUs vest over three years and are subject to market conditions. The probability of achieving the market conditions are incorporated into the fair value of the award, and related expense is recognized over the vesting period. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. Accordingly, the Company recognized $805 of compensation expense for the year ended December 31, 2021. On November 29, 2021 the Company granted 109,505, to a key employee under the 2019 Incentive Award Plan. This award has no TSR based vesting conditions. These PSUs will vest over one year and are subject to performance conditions. No expense has been booked against these awards in 2021, since the performance period will start from January 1, 2022. Number of Shares (1) Weighted Outstanding as of December 31, 2020 873,325 $ 25.16 Granted 675,401 23.56 Vested (5,633) 32.50 Forfeited (182,838) 24.52 Outstanding as of December 31, 2021 1,360,255 $ 24.86 (1) The PSUs number of shares are at grant amount and are not reflective of the maximum shares that may ultimately be issued, if any. Warrants In connection with the acquisition of Churchill Capital Corp consummated on May 13, 2019, the Company had warrants outstanding for certain individuals to purchase an aggregate of 52,800,000 ordinary shares with an exercise price of $11.50 per share, consisting of 34,500,000 public warrants and 18,300,000 Private Placement Warrants. As of December 31, 2020, no public warrants were outstanding. On November 23, 2020, one individual exercised warrants for 274,000 ordinary shares through a cashless redemption in which 110,484 shares were withheld to cover the exercise price. The net impact of the redemption was an issuance of 163,516 shares. Additionally, on January 21, 2021, one warrant holder exercised warrants for 212,174 ordinary shares through a cashless redemption in which 80,610 shares were withheld to cover the exercise price. The net impact of the redemption was an issuance of 131,564 shares. As of December 31, 2021, there were 17,813,826 ordinary shares outstanding for Private Placement Warrants. The following table summarizes the changes in Private Placement Warrant shares outstanding as of December 31, 2021 and December 31, 2020. Number of Shares Weighted Average Fair Value per Share Outstanding at December 31, 2019 18,300,000 $ 6.11 Exercise of Private Placement Warrants (274,000) 15.05 Outstanding at December 31, 2020 18,026,000 $ 17.35 Outstanding at December 31, 2020 18,026,000 $ 17.35 Exercise of Private Placement Warrants (212,174) 16.93 Outstanding at December 31, 2021 17,813,826 $ 12.79 2019 Transaction Related Awards Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate (the "Merger Shares") issuable if the last sale price of Clarivate’s ordinary shares is at least $20.00 for 40 days over a 60 consecutive trading day period on or before the sixth anniversary of the closing of the 2019 Transaction. We engaged a third party specialist to fair value the awards at the modification date using the Monte Carlo simulation approach. The assumptions in the model included, but were not limited to, risk-free interest rate, 1.33%; expected volatility of the Company's and its peer group's stock prices, 20.00%; and dividend yield, 0.00%. The Company recognized $13,720 of exp ense during the year ended December 31, 2020 , in Share-based compensation expense as a result of the waived performance vesting conditions. The Sponsor Agreement provided that certain ordinary shares of Clarivate were subject to certain time and performance-based vesting provisions described below. The vesting conditions added to certain ordinary shares include the following: 5,309,713 ordinary shares of Clarivate held by persons designated in the Sponsor Agreement, will vest in three 2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate’s ordinary shares is at least $15.25 on or before the date that is 42 months after the closing of the 2019 Transaction; provided that none of such Clarivate ordinary shares will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company. 2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate’s ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the 2019 Transaction; provided that none of such Clarivate ordinary shares will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company. The vesting conditions added to certain warrants include the following: 17,265,826 of certain warrants held by persons designated in the Sponsor Agreement, will vest at such time as the last sale price of Clarivate’s ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the 2019 Transaction; provided that none of such Clarivate warrants will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company. In considering the terms of the transaction related awards, the Company notes that the time-based vesting restrictions were not conditioned on any continuing or future service of the holders to the Company, and reflect “lock-up” periods of the issuable shares. Further, the above mentioned performance-based restrictions were considered market conditions pursuant to ASC 718, and are contemplated in the value of the awards. As such vesting restrictions were contemplated in conjunction with the granting of the merger shares (See Note 16 - Shareholders’ Equity), the Company considered such terms of the total basket of transaction awards in determination of the fair value of the awards. As no continued or future service was required by the holders of such awards, the Company recognized compensation expense in the second quarter of 2019 based on the fair value of such awards upon closing of the 2019 Transaction. The Company recognized $25,013 expense, net in Share-based compensation expense as of the date of the 2019 Transaction in accordance with the issuance of the merger shares offset by the addition of vesting terms to certain ordinary shares and warrants, as described above. The expense included the increases in value of $48,102 for the granting of merger shares, the increase in value of $1,193 for ordinary shares with only time vesting conditions, and the increase in value of shares purchased by the Founders immediately prior to the transaction of $4,411, all offset by the reduction in value of $9,396 for ordinary shares with performance vesting condition of $15.25, the reduction in value of $13,101 for ordinary shares with performance vesting condition of $17.50 and the reduction in value of $6,297 related to warrants. Pursuant to the Sponsor Agreement, certain founders of Churchill Capital Corp purchased an aggregate of 1,500,000 shares of Class B ordinary stock of Churchill immediately prior to the closing of the 2019 Transaction for an aggregate purchase price of $15,000. We used a third-party specialist to fair value the awards at the 2019 Transaction close date of May 13, 2019 using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, 2.20%; expected volatility of the Company’s and the peer group’s stock prices, 20.00%; and dividend yield, 0.00%. A discount for lack of marketability (“DLOM”) was applied to shares that are subject to remaining post vesting lock up restrictions. The DLOM was between 3% - 7% dependent on the length of the post vesting restriction period. On August 14, 2019, Clarivate (on its behalf and on behalf of its subsidiaries) agreed to waive the performance and time vesting conditions, described above, subject to the consummation of the secondary offering. These shares and warrants nevertheless remain subject to a lock-up for a period ranging from two CPA Global Phantom Plan The acquired CPA Global business had a legacy deferred compensation plan. Under the plan, there are two groups of employee participants, including a non-management employee participant group and a management participant group. The vesting period for the management participant group plan includes both a lock up period vesting date of October 1, 2021, and an extended lock up period vesting date of October 1, 2022, for certain grants that were issued. The non-management employee participant group included a lock up period vesting period of October 1, 2021. For voluntary leavers under the plan, the participants would forfeit their awards. Given that the awards will be settled in cash, they are accounted for as a liability award in accordance with ASC 718. The liability balance is marked to market at the end of each reporting period. In connection with the acquisition accounting in accordance with ASC 805, the Company performed an analysis by grant date to attribute the liability between the pre- and post- combination periods. Accordingly, the Company recorded a pre-combination liability of $19,478 which was offset to goodwill in acquisition accounting. The pre-combination liability is accreted over the remaining service periods and the related stock based compensation charge is recorded within the Cost of revenues and Selling, general and administrative costs line items of the Consolidated Statement of Operations. Given the nature of the lock up periods and the retentive element to the award for the benefit of Clarivate, post-combination stock based compensation charges of $82,880 and $29,924 were recorded within the Cost of revenues and Selling, general and administrative costs line items of the Consolidated Statement of Operations for the years ended December 31, 2021 and 2020, respectively. To the extent vesting of awards were accelerated for colleagues that were involuntarily terminated, the Company accounted for these as a modification and acceleration of stock based compensation charges of $4,588 and $8,543 within the Restructuring and impairment line item of the Consolidated Statement of Operations for the years ended December 31, 2021 and 2020, respectively. 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 Consolidated Balance Sheet. See Note 16 - Shareholder's Equity for further details on the sale of shares in the EBT in December 2021 to fund the payment to the respective employees via payroll in the first quarter of 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax (benefit)/expense on income/(loss) analyzed by jurisdiction is as follows: Year ended December 31, 2021 2020 2019 Current U.K. $ 4,374 $ 1,288 $ 677 U.S. Federal 4,798 17,540 6,917 U.S. State 289 2,861 988 Other 20,206 15,855 9,959 Total current 29,667 37,544 18,541 Deferred U.K. (8,254) (15,932) — U.S. Federal 5,987 (15,020) (824) U.S. State (2,771) (1,013) (223) Other (12,331) (8,277) (7,293) Total deferred (17,369) (40,242) (8,340) Total provision (benefit) for income taxes $ 12,298 $ (2,698) $ 10,201 The components of pre-tax loss are as follows: Year ended December 31, 2021 2020 2019 U.K. (loss) $ (13,059) $ (347,158) $ (246,688) U.S. income (loss) (284,853) (47,198) 3,733 Other income (loss) 39,762 41,033 (5,477) Pre-tax loss $ (258,150) $ (353,323) $ (248,432) A reconciliation of the statutory U.K. income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2021 2020 2019 Loss before tax: $ (258,150) $ (353,323) $ (248,432) Income tax (benefit) provision 12,298 (2,698) 10,201 Statutory rate 19.0 % 19.0 % 19.0 % Effect of different tax rates 3.2 % 1.8 % (4.0) % BEAT (3.8) % (1.9) % (0.9) % Tax rate modifications 17.4 % — % — % Valuation Allowances (39.0) % (21.1) % (17.6) % Share-based compensation (2.7) % 6.6 % (0.2) % Other permanent differences 2.3 % (1.9) % (0.9) % Non-deductible transaction costs (0.8) % (1.4) % (1.7) % Withholding tax (0.4) % (0.2) % (0.5) % Tax indemnity — % — % 3.0 % Other — % (0.1) % (0.2) % Effective rate (4.8) % 0.8 % (4.1) % The tax effects of the significant components of temporary differences giving rise to the Company’s deferred income tax assets and liabilities are as follows: December 31, 2021 2020 Accounts receivable $ 2,637 $ 1,550 Accrued expenses 24,121 4,078 Deferred revenue 5,171 11,956 Other assets 32,302 14,561 Unrealized gain/loss 679 208 Fixed assets, net — 6,237 Debt issuance costs 16,980 14,879 Lease liabilities 13,442 — Goodwill 73,827 123,175 Operating losses and tax attributes 533,339 368,670 Total deferred tax assets 702,498 545,314 Valuation allowances (546,770) (367,962) Net deferred tax assets 155,728 177,352 Other identifiable intangible assets, net (407,944) (442,275) Other liabilities (69,071) (72,210) Right of Use Assets (9,342) — Fixed assets, net (21,493) — Total deferred tax liabilities (507,850) (514,485) Net deferred tax liabilities $ (352,122) $ (337,133) In the Consolidated Balance Sheets, deferred tax assets and liabilities are shown net if they are in the same jurisdiction. The components of the net deferred tax liabilities as reported on the Consolidated Balance Sheets are as follows: December 31, 2021 2020 Deferred tax asset $ 27,938 $ 29,863 Deferred tax liability (380,060) (366,996) Net deferred tax liability $ (352,122) $ (337,133) Deferred Tax Assets and Liabilities The Company is required to assess the realization of its deferred tax assets and the need for a valuation allowance. The assessment requires judgment on the part of management with respect to benefits that could be realized from future taxable income. The valuation allowance is $546,770 and $367,962 at December 31, 2021 and 2020, respectively against certain deferred tax assets, as it more likely than not that such amounts will not be fully realized. During the years ended December 31, 2021 and 2020, the valuation allowance increased by $178,808 and $194,703, respectively. At December 31, 2021, the Company had U.S. federal tax loss carryforwards of $983,033, U.K. tax loss carryforwards of $508,669, U.S. state tax loss carryforwards of $625,713, Japan tax loss carryforwards of $58,398, and tax loss carryforwards in other foreign jurisdictions of $92,394, respectively. The majority of the unrecognized tax loss carryforwards relate to UK and U.S. The carryforward period for US federal tax losses is twenty years for losses generated in tax years ended prior to December 31, 2017. The expiration period for these losses begins in 2036. For US losses generated in tax years beginning after January 1, 2018, the carryforward period is indefinite. The carryforward period for the U.K. tax losses is indefinite. The carryforward period for US state losses varies, and the expiration period is between 2021 and 2040. The carryforward period for the Japan tax losses is nine years, and the expiration period begins in 2025. The carryforward period of other losses varies by jurisdiction. The Company has provided income taxes and withholding taxes in the amount of $12,893 on the undistributed earnings of foreign subsidiaries as of December 31, 2021. Included in the amount is a historical ProQuest liability in the amount of $7,461 which was recorded against goodwill in the acquisition accounting. The Company is not permanently reinvesting its foreign earnings offshore. Deferred Tax Valuation Allowance The following table shows the change in the deferred tax valuation as follows: December 31, 2021 2020 2019 Beginning Balance, January 1 $ 367,962 $ 173,259 $ 133,856 Change Charged to Expense/(Income) 100,708 52,111 38,956 Change Charged to CTA (4,740) 1,787 447 Change Charged to Goodwill 82,840 140,805 — Ending Balance, December 31 $ 546,770 $ 367,962 $ 173,259 Uncertain Tax Positions Unrecognized tax benefits represent the difference between the tax benefits that the Company is able to recognize for financial reporting purposes and the tax benefits that have been recognized or expect to be recognized in filed tax returns. The total amount of net unrecognized tax benefits that, if recognized, would impact the Company's effective tax rate were $100,182 and $13,721 as of December 31, 2021 and 2020, respectively. As a result of the acquisition of ProQuest, a reserve of $70,842 has been recorded as part of the acquisition accounting related to positions taken in prior tax years by ProQuest. The majority of the reserve, in the amount of $66,616, is due to a tax controversy in Israel. The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of December 31, 2021, the interest and penalties are $19,808 and, as of December 31, 2020, the interest and penalties are $5,454. It is reasonably possible that the amount of unrecognized tax benefits will change during the next 12 months by approximately $745. The Company files income tax returns in the United Kingdom, the United States and various other jurisdictions. As of December 31, 2021, the Company’s open tax years subject to examination were 2016 through 2021, which includes the Company’s major jurisdictions in the United Kingdom and the United States. The following table summarizes the Company’s unrecognized tax benefits, excluding interest and penalties: December 31, 2021 2020 2019 Balance at the beginning of the year $ 13,721 $ 1,145 $ 1,450 Increases for tax positions taken in prior years — 12,098 — Increases for tax positions taken in the current year 4,996 518 412 Increases for acquisitions (recorded against goodwill) 70,842 — — Increases for return to provisions 10,949 — — Decreases due to statute expirations (326) (40) — Decrease due to payment — — (717) Balance at the end of the year $ 100,182 $ 13,721 $ 1,145 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings Per Share Basic net earnings per ordinary share from continuing operations (“EPS”) is calculated by taking Income (loss) available to ordinary stockholders 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 of 4,703,176, 19,507,036 and 80,873,293 of Private Placement Warrants, options, RSUs, and PSUs related to the 2019 Incentive Award Plan and other potentially dilutive instruments were excluded from diluted EPS, as applicable, for the year ended December 31, 2021, 2020 and 2019, respectively, as the Company had a net loss and their inclusion would have been anti-dilutive or their performance metric was not met. See Note 16 - Shareholders’ Equity and Note 17 - Employment and Compensation Arrangements for 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 25,315,230 r elated to our MCPS are not included in the dilutive weighted-average ordinary shares outstanding calculation for the year ended December 31, 2021, as their effect would be anti-dilutive given the net loss incurred during the year. The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 2019 Basic EPS Net loss $ (270,448) $ (350,625) $ (258,633) Dividends on preferred shares (41,508) — — Net loss attributable to ordinary shares $ (311,956) $ (350,625) $ (258,633) Basic weighted-average number of ordinary shares outstanding 630,976,906 427,023,558 273,883,342 Basic EPS $ (0.49) $ (0.82) $ (0.94) Diluted EPS Net loss attributable to ordinary shares $ (311,956) $ (350,625) $ (258,633) Change in fair value of private placement warrants (81,320) — — Net loss attributable to ordinary shares, diluted $ (393,276) $ (350,625) $ (258,633) Denominator: Shares used in computing net loss attributable to per share to ordinary shareholders, basic 630,976,906 427,023.558 273,883,342 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 9,797,194 — — Diluted weighted-average number of ordinary shares outstanding 640,774,100 427,023,558 273,883,342 Diluted EPS $ (0.61) $ (0.82) $ (0.94) |
Other Operating Income, Net
Other Operating Income, Net | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Net gain on sale of business and other assets (1) $ — $ 28,140 $ — Net foreign exchange (loss) gain (19,618) 19,771 (191) Miscellaneous (expense) income, net (7,889) 4,470 5,017 Other operating (expense) income, net $ (27,507) $ 52,381 $ 4,826 (1) Includes the net gain on sale of Techstreet in 2020. |
Tax Receivable Agreement (Notes
Tax Receivable Agreement (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Tax Receivable Agreement [Text Block] | Tax Receivable Agreement At the completion of the 2019 Transaction, we recorded an initial liability of $264,600 payable to the pre-business combination equity holders under the TRA, representing approximately 85% of the calculated tax savings based on the portion of the Covered Tax Assets we anticipate being able to utilize in future years. TRA payments were expected to commence in 2021 (with respect to taxable periods ending in 2019) and would have been subject to deferral, at the Company’s election, for payment amounts in excess of $30,000 to be made in 2021 and 2022 but would not be subject to deferral thereafter. On August 21, 2019, the Company entered into a Buyout Agreement among the Company and Onex Partners IV LP (“TRA Buyout Agreement”), pursuant to which all future payment obligations of the Company under the Tax Receivable Agreement would terminate in exchange for a payment of $200,000 (the “TRA Termination Payment”), which the Company paid on November 7, 2019 with a portion of the net proceeds from the Refinancing 2019 Transaction. As a result of the |
Product and Geographic Sales In
Product and Geographic Sales Information | 12 Months Ended |
Dec. 31, 2021 | |
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. During the quarter ended September 30, 2022, the Company realigned its organizational structure and the composition of its reportable segments, which also resulted in a change to its goodwill reporting units. Clarivate has three reportable segments: Academia & Government ("A&G"), Life Sciences & Healthcare ("LS&H"), and Intellectual Property ("IP"). Our segment structure is organized based on the products we offer and the markets they serve. Segment results for all periods presented have been recast to conform to the current presentation. Each of the Company’s reportable segments, Academia & Government ("A&G"), Life Sciences & Healthcare ("LS&H"), and Intellectual Property ("IP"), recognizes revenue in accordance with the revenue recognition policy within Note 3 - Summary of Significant Accounting Policies and our ten largest customers represented only 9%, 6%, and 5% of revenues for the years ended December 31, 2021, 2020 and 2019, respectively. Below is the overview of the product groups within each reportable segment. Academia & Government: The A&G segment consists of our Academia & Government product group and our Web of Science products, which provide curated high-value, structured content discovery solutions and related software applications that are embedded into the workflows of our customers, which include libraries, universities and research institutions world-wide. Life Sciences & Healthcare: The LS&H segment consists of our Life Sciences & Healthcare product group, which includes products and solutions that serve the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, such as discovery and preclinical research, competitive intelligence, regulatory information and clinical trials. Intellectual Property: The IP segment consists of our Patent, Trademark, Domain, and IP Management product groups, which help manage customers' end-to-end portfolio of intellectual property from patents to trademarks to corporate website domains. Each of the three 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, stock-based compensation, unrealized foreign currency gains/(losses), costs associated with the transition services agreement with Thomson Reuters, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, costs related to our merger with Churchill Capital Corp in 2019, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. The following table summarizes revenue by reportable segment for the periods indicated: Year Ended December 31, 2021 2020 2019 Academia and Government $ 489,409 $ 384,677 $ 380,302 Life Sciences and Healthcare 413,215 352,088 167,240 Intellectual Property 974,270 517,282 426,803 Total Revenues $ 1,876,894 $ 1,254,047 $ 974,345 Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to net income for the periods indicated: Year Ended December 31, 2021 2020 2019 Academia and Government $ 258,849 $ 202,455 $ 183,926 Life Sciences and Healthcare 143,633 107,025 41,540 Intellectual Property 397,922 177,120 68,599 Total Adjusted EBITDA $ 800,404 $ 486,600 $ 294,065 Benefit (provision) for income taxes (12,298) 2,698 (10,201) Depreciation and amortization (537,815) (303,150) (200,542) Interest, net (252,490) (111,914) (157,689) Mark to market adjustment on financial instruments (1) 81,320 (205,062) (47,656) Deferred revenues adjustment (2) (3,951) (23,101) (438) Transaction related costs (3) (46,216) (99,286) (46,214) Share-based compensation expense (139,571) (70,472) (51,383) Gain on sale of assets — 28,140 — Restructuring and impairment (4) (129,459) (56,138) (15,670) Legal settlement — — 39,399 Impairment on assets held for sale — — (18,431) Other (5) (30,372) 1,060 (43,873) Net loss $ (270,448) $ (350,625) $ (258,633) Dividends on preferred shares (41,508) — — Net loss attributable to ordinary shares $ (311,956) $ (350,625) $ (258,633) (1) Reflects mark to market adjustments on financial instruments under Accounting Standards Codification 815, Derivatives and Hedging, ("ASC 815"). Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB 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 Topic 606 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 the fiscal year 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. This also includes the mark to market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (4) Reflects costs related to restructuring and impairment associated with the acquisition of primarily DRG and CPA Global in 2020. This also includes costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on three segments. During 2021, the CPA Global plan continued as well as the addition of the One Clarivate and ProQuest Programs, which were approved restructuring actions to streamline operations within targeted areas of the Company. Additionally, during the year ended December 31, 2021, 2020 and 2019, we incurred impairment charges taken on right-of-use assets of $57,305, $4,771 and $0 respectively, relating to the exit and ceased use of leased properties. (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. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor. In 2019, this includes payments to Thomson Reuters under the Transition Services Agreement. For both 2020 and 2019, this also includes costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in selling, general and administrative costs in our income statement, as well as expenses related to the restructuring and transformation of our business following our separation from Thomson Reuters in 2016 mainly related to the integration of separate business units into one functional organization and enhancements in our technology. These costs were largely wound down by the end of 2020. Consolidated Revenue and Long-Lived Assets Information by Geographic Area Revenues recognized in the U.S. represented 46%, 45%, and 43% of revenues for the years ended December 31, 2021, 2020 and 2019, respectively and no other country accounted for more than 10% of revenues. Revenue by Geography The following table summarizes revenue from external customers by geography, which is based on the location of the customer: Year ended December 31, Revenue: 2021 2020 2019 Americas $ 928,690 $ 631,222 $ 463,041 Europe/Middle East/Africa 555,804 365,599 278,738 APAC 396,351 280,327 233,004 Deferred revenues adjustment (3,951) (23,101) (438) Total $ 1,876,894 $ 1,254,047 $ 974,345 Assets by Geography Assets are allocated based on operations and physical location. The following table summarizes non-current assets other than financial instruments, operating lease ROU assets and deferred tax assets by geography: Year ended December 31, Assets: 2021 2020 Americas $ 8,944,134 $ 3,238,734 Europe/Middle East/Africa 10,555,892 10,859,341 APAC 682,953 692,623 Total Assets $ 20,182,979 $ 14,790,698 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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 $60,500, 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 do not expect the outcome of such proceedings to have a material adverse effect on our results of operations or financial condition. We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate insurance that we expect is likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters. On January 24, 2022, a putative securities class action complaint was filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives 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 and claiming damages on behalf of a putative class of shareholders who acquired Clarivate securities between February 26, 2021 and December 27, 2021. The complaint references 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. Clarivate does not believe that the claims alleged in the complaint have merit and will vigorously defend against it. 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. Warrant Liabilities Under Accounting Standards Codification 815, Derivatives and Hedging , ("ASC 815"), warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. Contingent Liabilities In conjunction with the acquisition of Publons, the Company agreed to pay former shareholders up to an additional $9,500 through 2020. Amounts payable were contingent upon Publons’ achievement of certain milestones and performance metrics. The Company paid $0 and $3,701 of the contingent purchase price in the year ended December 31, 2021 and 2020, respectively, as a result of Publons achieving the first tier of milestones and performance metrics during 2020. The Company had an outstanding liability of $0 related to the estimated fair value of this contingent consideration as of December 31, 2021 and 2020. In conjunction with the acquisition of Kopernio, the Company paid former shareholders $2,184 during the year ended December 31, 2020, due to the achievement of certain milestones and performance metrics. As a result of the payment, no further obligations exist as of December 31, 2021 and 2020. In conjunction with the acquisition of TrademarkVision, the Company agreed to pay former shareholders a potential earn-out dependent upon achievement of certain milestones and financial performance metrics through 2020. Amounts payable were contingent upon TrademarkVision’s achievement of certain milestones and performance metrics. During the year ended December 31, 2020, the Company paid $8,000 of the contingent purchase price to complete the earn-out. Due to the earn-out being settled during 2020, the outstanding liability as of December 31, 2021 and 2020 was $0. In conjunction with the acquisition of DRG, the Company agreed to pay up to 2,895,638 shares as contingent stock consideration, valued at $58,897 on the closing date of the acquisition. See Note 4 - Business Combinations for more information on the contingent stock consideration. Amounts payable were contingent upon any indemnity losses or claims to indemnity losses occurring within that one-year period. During March 2021, the Company issued 2,895,638 shares as per the purchase agreement for the acquisition of DRG for a total of $61,619 which was satisfied. The issuance of these shares represents a non-cash financing activity on the statement of cash flows. In conjunction with the acquisition of CPA Global, the Company agreed to pay up to 1,500,000 shares as contingent stock consideration, valued at $46,485 on the closing date of the acquisition. See Note 4 - Business Combinations for more information on the contingent stock consideration. The amount 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 1,500,000 shares as per the purchase agreement for the acquisition of CPA Global related to a hold-back clause for a total of $43,890 which was satisfied. The issuance of these shares represents a non-cash financing activity on the statement of cash flows. As of December 31, 2021, there were no outstanding contingent liabilities. MCPS Dividends As noted in Note 16 - Shareholders’ Equity, dividends on our convertible preferred shares will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee of our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. Refer to Note 16 - Shareholders’ Equity for further details. Commitments Unconditional purchase obligations Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions. The Company has various purchase obligations for materials, supplies, outsourcing and other services contracted in the ordinary course of business. These items are not recognized as liabilities in our Consolidated Financial Statements but are required to be disclosed. The contractual terms of these purchase obligations extend through 2026. The Company incurred $83,598 towards these purchase obligations during the year ended December 31, 2021. The future unconditional purchase obligations as of December 31, 2021 are as follows: Year ending December 31, 2022 103,602 2023 44,896 2024 32,533 2025 16,606 Thereafter 2,307 Total $ 199,944 |
Related Party and Former Parent
Related Party and Former Parent Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party and Former Parent Transactions | Related Party and Former Parent Transactions The Company had an outstanding liability of $13, $4 and $3 to Onex as of December 31, 2021, 2020 and 2019, respectively. In connection with the 2016 Transaction, Bidco and a subsidiary of the Former Parent entered into the Transition Service Agreement, which became effective on October 3, 2016, pursuant to which such subsidiary of the Former Parent will, or will cause its affiliates and/or third-party service providers to, provide Bidco, its affiliates and/or third-party service providers with certain technology, facilities management, human resources, sourcing, financial, accounting, data management, marketing and other services to support the operation of the IP&S business as an independent company. Such services are provided by such subsidiary of the Former Parent or its affiliates and/or third-party service providers for various time periods and at various costs based upon the terms set forth in the Transition Service Agreement. Two controlled affiliates of Baring are vendors of ours. Total expenses incurred for these vendors were $880, $830 and $765 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company had an outstanding liability to these vendors of $330 and $237 as of December 31, 2021 and 2020, respectively. A controlled affiliate of Onex is a customer of ours. The net revenue from this customer during the period was $1,790 and $2,136 for the years ended December 31, 2021 and 2020, respectively. The Company had no outstanding receivable as of December 31, 2021 and 2020. This customer was not a related party for the year ended December 31, 2019. Three controlled affiliates of Leonard Green & Partners, L.P. are customers of ours. The net revenue from these customers during the period was $128, $42,184 and $180 for the year ended December 31, 2021 and $129, $10,857 and $136 for the year ended December 31, 2020, respectively. The Company had an outstanding receivable of $32, $70,952 and $51 as of December 31, 2021 and $31, $54,656 and $264 as of December 31, 2020. These customers were not a related party for the year ended December 31, 2019. Three controlled affiliates of Leonard Green & Partners, L.P. are vendors of ours. Total expenses incurred for these vendors were $1,257, $32,394 and $6,110 for the year ended December 31, 2021 and $295, $6,934 and $1,817 for the year ended December 31, 2020, respectively. The Company had no outstanding liability to these vendors as of December 31, 2021 and $0, $0 and $1,995 as of December 31, 2020. These vendors were not a related party for the year ended December 31, 2019. One of our independent directors has an immediate family member who is a member of management within one of Clarivate’s customers. Total revenue from the Customer was $1,028, $1,497 and $33 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company had $60, $100 and $4 outstanding receivable as of December 31, 2021, 2020 and 2019, respectively. 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 the Clarivate ordinary shares beneficially owned by LGP and certain other existing shareholders. Under the agreement, Capri contributed 177,206,779 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 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 $1,094,901 from the issuance of 46,910,923 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. From the period between December 1, 2021 and December 31, 2021, interest expense of $98 and amortization of Finance lease ROU asset of $1,291 is reflected in the Consolidated Statements of Operations. The Finance lease ROU asset of $30,560 is presented within Property, Plant, and Equipment (see Note 8 - Property and Equipment, Net) and the corresponding lease liability of $30,835 is treated as an item of indebtedness (see Note 14 - Debt) within the Consolidated Balance Sheet. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring and ImpairmentDuring 2020 and 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we have implemented several cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation, Simplification and Optimization Program, the DRG Acquisition Integration Program, the CPA Global Acquisition Integration and Optimization Program, and most recently the One Clarivate Program. In connection with the CPA Global Acquisition restructuring program, a social plan was entered into in Belgium. Liabilities for non-retirement post-employment benefits that fall under ASC 712 are recognized when the severance liability was determined to be probable of being paid and reasonably estimable. Operation Simplification and Optimization Program During the fourth quarter of 2019, the Company approved restructuring actions designed to streamline our operations by simplifying our organization and focusing on three segments in planned phases. Restructuring charges included actions to reduce operational costs. Components of the pre-tax charges include $2,063 and $16,069 in severance costs and $158 and $10,578 in other costs incurred during the year ended December 31, 2021 and 2020, respectively. The A&G, LS&H and IP segments incurred $286, $623 and $1,312 of the expense, respectively, during the year ended December 31, 2021 and $8,060, $7,436 and $11,150 during the year ended December 31, 2020, respectively. DRG Acquisition Integration Program During the second quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of DRG in planned phases. Restructuring charges included actions to reduce operational costs. Components of the pre-tax charges include $120 and $5,133 in severance costs and $75 and $1,464 in other costs incurred during the year ended December 31, 2021 and 2020, respectively . The LS&H segment incurred $195 of the expense during the year ended December 31, 2021, and the A&G, LS&H and IP segments incurred $1,658, $2,709 and $2,230 during the year ended December 31, 2020, respectively. CPA Global Acquisition Integration and Optimization Program During the fourth quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of CPA Global and to streamline our operations simplifying our organization and reducing our leasing portfolio. Restructuring charges included actions to reduce operational costs. Components of the pre-tax charges include $35,882 and $18,715 in severance costs and $69,240 and $4,179 in other costs incurred during the year ended December 31, 2021 and 2020, respectively . The A&G, LS&H and IP segments incurred $24,554, $23,098 and $57,471 of the expense, respectively, during the year ended December 31, 2021, and $3,005, $2,772 and $8,575 during the year ended December 31, 2020. One Clarivate Program During the second quarter 2021, the Company approved restructuring actions to streamline operations within targeted areas of the Company. The program will 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 $17,275 and $0 in severance costs and $2,707 and $0 in other costs incurred during the year ended December 31, 2021 and 2020, respectively . The A&G, LS&H and IP segments incurred $6,976, $3,923 and $9,083 of the expense, respectively, during the year ended December 31, 2021. ProQuest Acquisition Integration Program During the fourth quarter 2021, the Company approved restructuring actions to streamline operations within targeted areas of the Company. The program will 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 $1,939 in severance costs and $0 in other costs incurred during the year ended December 31, 2021. The A&G, LS&H and IP segments incurred $711, $373 and $856 of the expense, respectively, during the year ended December 31, 2021. 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 (3) Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2019 9,506 — 9,506 Expenses recorded 39,917 16,221 56,138 Payments made (25,418) (5,342) (30,760) Noncash items and other adjustments 1,707 (6,404) (4,697) Reserve Balance as of December 31, 2020 25,712 4,475 30,187 Expenses recorded (2) 57,280 72,179 129,459 Payments made (48,782) (11,459) (60,241) Noncash items (5,889) (57,995) (63,884) Reserve Balance as of December 31, 2021 28,322 7,200 35,522 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Severance and related benefit cost includes $4,532 of non-cash adjustments, primarily related to the acceleration of stock based compensation awards. (3) Expenses recorded for Severance and Related Benefit Costs includes the acceleration of equity based awards for severed individuals under the CPA Global Equity Plan. These expenses will be paid in cash and is accounted for as a liability award. The following table is a summary of charges incurred related to the Company's restructuring programs for the year ended December 31, 2021 and 2020 . Year Ended December 31, 2021 2020 Severance and related benefit costs $ 57,280 $ 39,917 Costs associated with exit and disposal activities (1) 11,114 8,526 Costs associated with lease exit costs including impairment (2) 61,065 7,695 Total restructuring and impairment $ 129,459 $ 56,138 (1) Relates primarily to contract exit costs, legal and advisory fees. (2) Relates primary to lease exit costs. 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. December 31, 2021 December 31, 2020 Long-term severance payable $ 8,586 $ 9,608 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following table below summarizes certain quarterly results of operations (in thousands except per share data). We have revised our Diluted EPS disclosures for the First and Third Quarter Diluted EPS calculations for misstatements identified in the original calculations which incorrectly excluded the change in fair value of private placement warrants and the corresponding effect of the weighted-average impact of potentially dilutive shares to purchase ordinary shares. We evaluated whether our previously issued interim consolidated financial statements were materially misstated due to these corrections. Based upon our evaluation of both quantitative and qualitative factors, we believe that the effects of these misstatements were not material individually or in the aggregate to the previously reported quarterly periods. Accordingly, we have revised such amounts below and will revise the diluted earnings per share in the subsequent quarterly filings on Form 10-Q in 2022. Refer to the footnote in the table below for more information related to these revisions. 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 428,430 $ 445,645 $ 442,117 $ 560,702 (Loss) income from operations $ (69,510) $ (63,770) $ 14,375 $ 31,925 Net (loss) income attributable to ordinary shares $ (55,951) $ (131,567) $ 5,993 $ (130,431) Earnings per share: Basic $ (0.09) $ (0.22) $ 0.01 $ (0.20) Diluted (As Revised) $ (0.17) (1) $ (0.22) $ (0.12) (1) $ (0.20) (1) The revision pertains to the treatment of mark-to-market gains within Q1-21 and Q3-21 reported results on the warrants within income attributable to ordinary shareholders and corresponding adjustments to Diluted weighted-average shares outstanding. Refer to the supplemental quarterly table presented below for revised computations. Previously reported Diluted earnings per share for the first quarter and third quarter of 2021 was ($0.09) and $0.01, respectively. The diluted EPS computations for our ordinary shares for each of the quarterly periods presented were calculated as follows (in thousands, except share and per share amounts): 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Diluted EPS Net (loss) income attributable to ordinary shares $ (55,951) $ (131,567) $ 5,993 $ (130,431) Change in fair value of private placement warrants (1) (51,215) — (83,013) — Net loss attributable to ordinary shares, diluted $ (107,166) $ (131,567) $ (77,020) $ (130,431) Denominator: Shares used in computing net loss attributable to per share to ordinary shareholders, basic 602,272,375 611,093,882 634,508,967 654,886,227 Weighted-average effect of potentially dilutive shares to purchase ordinary shares (1) 10,326,289 — 9,393,810 — Diluted weighted-average number of ordinary shares outstanding 612,598,664 611,093,882 643,902,777 654,886,227 Diluted EPS $ (0.17) $ (0.22) $ (0.12) $ (0.20) (1) The revision pertains to the treatment of mark-to-market gains within Q1-21 and Q3-21 reported results on the warrants within income attributable to ordinary shareholders and corresponding adjustments to Diluted weighted-average shares outstanding. 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 240,592 $ 273,500 $ 284,360 $ 455,595 (Loss) income from operations $ (28,308) $ 14,246 $ (12,664) $ (9,621) Net loss attributable to ordinary shares $ (129,633) $ (25,281) $ (181,986) $ (13,725) Earnings per share: Basic $ (0.38) $ (0.07) $ (0.47) $ (0.02) Diluted $ (0.38) $ (0.07) $ (0.47) $ (0.05) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Management has evaluated the impact of events that have occurred subsequent to December 31, 2021. Based on this evaluation, other than disclosed within these Consolidated Financial Statements and related notes, the Company has determined no other events were required to be recognized or disclosed. On February 7, 2022, the Company announced that our Board of Directors approved the purchase of up to $1,000 million of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The Board of Directors also declared a quarterly dividend of $1.3125 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable in cash on March 1, 2022 to shareholders of record at the close of business on February 15, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts and operations of the Company, and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most important of these relate to share-based compensation expenses, revenue recognition, the allowance for doubtful accounts, internally developed computer software, valuation of goodwill and other identifiable intangible assets, determination of the projected benefit obligations of the defined benefit plans, income taxes, fair value of stock options, derivatives and financial instruments, contingent earn-out, and the tax related valuation allowances. On an ongoing basis, management evaluates these estimates, assumptions and judgments, in reference to historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of purchase of three months or less. |
Accounts Receivable | Accounts Receivable Through the adoption of ASU 2016-13 and the related standards, the Company revised its policy regarding the recognition of expected credit losses and for its accounts receivable portfolio. Accounts receivable are recorded at the amount invoiced to customers and do not bear interest. The Company estimates credit losses for trade receivables by aggregating similar customer types, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. |
Concentration of Credit Risk | Concentration of Credit Risk Accounts receivable are the primary financial instrument that potentially subjects the Company to significant concentrations of credit risk. Accounts receivable represents arrangements in which services were transferred to a customer before the customer pays consideration or before payment is due. Contracts with payment in arrears are recognized as receivables after the Company considers whether a significant financing component exists. The Company does not require collateral or other securities to support customer receivables. Management performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed appropriate. Credit losses have been immaterial and reasonable within management’s expectations. Our ten largest customers represented only 9% of revenues for the year ended December 31, 2021. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and consequently, the Company believes that such funds are subject to minimal credit risk. |
Property and Equipment, net | Property and Equipment, net Generally, property and equipment are recorded at cost and are depreciated over the respective estimated useful lives. Depreciation is computed using the straight‑line method. Repair and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of sold or retired assets are removed from the accounts and any gain or loss is included within Loss from operations in the Consolidated Statements of Operations. The estimated useful lives are as follows: Computer hardware 3 years Furniture, fixtures and equipment 5-7 years Leasehold improvements Lesser of lease term or estimated useful life |
Computer Software and Identifiable Intangible Assets, net | Internally Developed Software — Development costs related to internally generated software are capitalized once a project has progressed beyond a conceptual, preliminary stage to that of the application development stage. Costs of significant improvements or enhancements on existing software for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage, data conversion and post-implementation/operation stage of an internal use software development project are expensed as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software. Purchased software is amortized over three years, which is the estimated useful life of the related software. Content — Costs related to the acquisition of source materials, content selection, document processing, editing, abstracting, and indexing are capitalized. The Company also capitalizes internal and external costs associated with the development of product-related software that adds functionality and improves the customer’s ability to search the Company’s content. The Company does not capitalize any costs associated with research and development or marketing. These capitalized costs are amortized over a two Both internally developed software and content are evaluated for impairment whenever circumstances indicate the carrying amount may not be recoverable. The test for impairment compares the carrying amounts with the sum of undiscounted cash flows related to the asset. If the carrying value is greater than the undiscounted cash flows of the asset, the asset is written down to its estimated fair value. Business Combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses, other than those associated with the issuance of debt or equity securities, are recognized separately from the business combination and are expensed as incurred. Identifiable Intangible Assets, net Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization or accumulated impairment for indefinite-lived intangible assets. Useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully amortized assets are retained at cost and accumulated amortization accounts until such assets are derecognized. Customer Relationships — Customer relationships primarily consist of customer contracts and customer relationships arising from such contracts. Databases and Content — Databases and content primarily consists of repositories of the Company’s specific financial and customer information and intellectual content. Developed Technology — Developed technology primarily consists of proprietary technology used for healthcare data, analytics, and insights products and services. Backlog — Backlog primarily consists of orders and contracts received for which performance has not occurred prior to being acquired by the Company. Non-compete agreements — Non-compete agreements primarily consist of agreements with employees of acquired entities to ensure that if they cease employment with the Company, they will not involve themselves with competition of the business for a given duration. Trade Names — Trade names consist of purchased brand names that the Company continues to use. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. The Company evaluates its long-lived assets, including computer hardware and other property, computer software, and finite-lived intangible assets for impairment whenever circumstances indicate that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. An asset is assessed for impairment at the lowest level that the asset generates cash inflows that are largely independent of cash inflows from other assets. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Management identified an impairment loss in connection with the divestiture of certain assets and liabilities of its MarkMonitor Product Line within its IP segment in the year ended December 31, 2019. As a result of restructuring initiatives, the Company recorded non-cash impairment for leases in the years ended December 31, 2020, and December 31, 2021. See Note 25 - Restructuring and Impairment for further information. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets The carrying amount of goodwill is tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment on a reporting unit level, which is defined as the operating segment or one level below the operating segment. As of October 1, 2021, our most recent annual goodwill impairment testing date, the Company identified five reporting units. We use both qualitative and quantitative analysis to determine whether we believe it is more likely than not that goodwill has been impaired. For our most recent annual goodwill impairment test, we applied the qualitative assessment to three of the reporting units identified and the quantitative assessment to two of the reporting units identified. For our prior year goodwill impairment test, as of October 1, 2020, all reporting units identified were subject to the quantitative assessment. For the year ended December 31, 2021, the fair values of our reporting units exceeded each individual reporting unit’s carrying value, and goodwill was not impaired. There was no impairment of goodwill as a result of the Company’s annual impairment testing conducted for the years ended December 31, 2021, 2020, and 2019. The Company has indefinite-lived intangible assets related to trade names. As of October 1, 2021, our most recent annual indefinite-live intangible assets impairment testing date, the fair value of our indefinite-lived trade names exceeded the assets carrying value, and the assets were not impaired. There was no impairment of indefinite-lived intangible assets as a result of the Company’s annual impairment testing conducted for the years ended December 31, 2021, 2020, and 2019. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. |
Debt | Debt Debt is recognized initially at par value, net of any applicable discounts or financing costs. Debt is subsequently stated at amortized cost with any difference between the proceeds (net of transactions costs) and the redemption value recognized in the Consolidated Statements of Operations over the term of the debt using the effective interest method. Interest on indebtedness is expensed as incurred. Debt is classified as a current liability when due within 12 months after the end of the reporting period. |
Tax Receivable Agreement and Taxation | Taxation The Company recognizes income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining the consolidated Income tax expense for financial statement purposes. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In assessing the realizability of deferred tax assets, we consider future taxable income by tax jurisdiction and tax planning strategies. The Company records a valuation allowance to reduce our deferred tax assets to equal an amount that is more likely than not to be realized. Changes in tax laws and tax rates could also affect recorded deferred tax assets and liabilities in the future. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC Topic 740, Income Taxes , states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company first records unrecognized tax benefits as liabilities in accordance with ASC 740 and then adjusts these liabilities when our judgment changes as a result of the evaluation of new information not previously available at the time of establishing the liability. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. Interest accrued related to unrecognized tax benefits and income tax related penalties are included in the Benefit (provision) for income taxes. |
Derivative Financial Instruments | Derivative Financial Instruments Foreign Exchange Forward Contracts The Company periodically enters into foreign currency contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks. These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. These contracts generally do not exceed 180 days in duration, and these instruments are carried as assets when the fair value is positive (Other current assets on the Consolidated Balance Sheets), and as liabilities when the fair value is negative (Other current liabilities on the Consolidated Balance Sheets). The resulting gain or loss is recognized in profit or loss (other operating income (expense), net) immediately. Interest Rate Swaps The Company has interest rate swaps with counterparties to reduce its exposure to variability in cash flows relating to interest payments on a portion of its outstanding first lien senior secured term loan facility in an aggregate principal amount of $2,818,800 (“Term Loan Facility”). The Company applies hedge accounting and has designated these instruments as cash flow hedges of the risk associated with floating interest rates on designated future quarterly interest payments. Management assumes the hedge is highly effective and therefore changes in the value of the hedging instrument are recorded in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Any ineffectiveness is recorded in earnings. Amounts in Accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged transactions affect earnings, or upon termination of the hedging relationship. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s interest rate swap derivative instruments are classified as Level 2. Earn-out liabilities and defined benefit plan assets are classified as Level 3. The Company assesses the fair value of the foreign exchange forward contracts, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. The Company also receives and reviews third party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs. |
Contingent Considerations | Contingent Considerations The Company records liabilities for the estimated cost of such contingencies when expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the potential liability in these matters. We engage outside experts as deemed necessary or appropriate to assist in the calculation of the liability, however management is responsible for evaluating the estimate. As information becomes available regarding changes in circumstances for ongoing contingent considerations, our potential liability is reassessed and adjusted as necessary. See Note 23 - Commitments and Contingencies for further information on contingencies. |
Revenue Recognition and Deferred Revenues | Revenue Recognition The Company derives revenue by selling information on a subscription and single transaction basis as well as from performing professional services. The Company recognizes revenue when control of these services are transferred to the customer for an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. Revenue is recognized net of discounts and rebates, as well as value added and other sales taxes. Cash received or receivable in advance of the delivery of the services or publications is included in deferred revenues. The Company disaggregates revenue based on revenue recognition pattern. Subscription based revenues recognize revenue over time, whereas our re-occurring revenues recognize revenue at a point in time. Our transactional revenues recognize revenue at a point in time and other revenues relating to professional services recognize revenue over time. The Company believes subscription, re-occurring and transactional and other revenues is reflective of how the Company manages the business. The revenue recognition policies for the Company’s revenue streams are discussed below. Subscription Revenues Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers 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. Subscription revenues are typically generated either on (i) an enterprise basis, meaning that the organization has a license for the particular product or service offering and then anyone within the organization can use it at no additional cost, (ii) a seat basis, meaning each individual that uses the particular product or service offering has to have his or her own license, or (iii) a unit basis, meaning that incremental revenues are generated on an existing subscription each time the product is used (e.g., a trademark or brand is searched or assessed). Re-occurring Revenues Re-occurring revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or the contract is for multiple years. Re-occurring revenues are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. The most significant components of our re-occurring revenues is our 'renewal' business within CPA Global. Transactional and Other Revenues Transactional revenues are revenues that are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional content sales are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. Transactional revenues are typically generated on a unit basis, although for certain product and service offerings transactional revenues are generated on a seat basis. Transactional revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order. 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 ("PAL") revenues. |
Performance Obligations | Performance Obligations Content Subscription: Content subscription performance obligations are most prevalent in the Web of Science, Derwent, CPA Global, ProQuest and Life Sciences Product Lines. Content subscriptions are subscriptions that can only be accessed through the Company’s online platform for a specified period of time through downloads or access codes. On-premise the software is purchased by the customer and installed directly onto the customer’s own operating systems. In addition to the primary content subscription, these types of performance obligations can often include other performance obligations, such as training subscriptions, access to historical content, software licenses, professional services, maintenance and other optional content. Revenue for these performance obligations are primarily recognized over the length of the contract (i.e. subscription revenue). In case of software sold as a subscription, the cloud based hosted services and post-sales support and maintenance are considered as one performance obligation distinct from other services in the contract. Within the Life Sciences Product Line and resulting from the DRG acquisition, the Company provides analytics and syndicated research and syndicated databases through subscription and membership contracts and through the sale of single reports from the syndicated series. Subscription based revenues are recognized ratably over the period that the service is being provided, generally one year. There are instances where Content Subscription revenue could be recognized upon delivery (i.e. transactional revenue). Historical content and some optional content can be purchased via a perpetual license, which would be recognized upon delivery. Fees are typically paid annually at the beginning of each term. Additionally, within the Life Sciences Product Line and resulting from the DRG acquisition, the Company sells certain studies and reports on a single requisition basis to customers. Revenue from the sale of single reports is recognized at a point in time of delivery if all other revenue recognition criteria are met. Packages of select single reports are recognized pro rata as the individual reports are delivered if all other revenue recognition criteria are met based on estimated selling price. SaaS Subscription: Software-as-a-Service (“SaaS”) software is hosted centrally on a cloud-based system and usage is licensed on an annual subscription fee basis. The company earns revenue from selling SaaS subscriptions where customers purchase on demand access to hosted software products. Revenue from software subscription agreements, a portion of which are for multiple year terms, is recognized ratably over the term of the subscriptions, including any free trial periods before or after the paid subscription term. Revenue from professional services related to SaaS implementation are recognized by the percentage of completion method, determined by the ratio between the actual hours incurred and the total anticipated hours. Perpetual Archive Licenses ("PAL"): This performance obligation relates to the ProQuest Product Line. Customers purchase perpetual archive licenses to collections, periodicals, eBooks, and other resources contained in the Company’s databases. The Company will grant access to the platform or service at the time of contract inception and the PAL product is for the customer to own forever. However, the online access to the PAL product is limited by time and if customer wishes to extend the online access, the customer must pay a continuing service fee and if the customer chooses not to pay, the Company will send a hard copy (CD or DVD) of the PAL material. The Company records revenue on the date when the customer is granted access to the license/service and revenue is recognized at a point in time. Domain Registration Services: This performance obligation relates to the MarkMonitor Product Line. This is a service to register domain names with the applicable registries, with the Company being responsible for monitoring the domain name expiration and paying the registry before expiration. In addition, the Company has an ongoing responsibility to ensure the domain name is maintained at the registry. Customers typically sign a one Search Services: This performance obligation relates to the CompuMark Product Line. It is a comprehensive search report across multiple databases for a proposed trademark. The report is compiled by Clarivate’s analysts and sent to customers. Revenue is recognized upon delivery of the report. Fees are typically paid upon delivery. Trademark Watch: This performance obligation relates to the CompuMark Product Line. Trademark watch service is an annual subscription that allows customers to protect their trademarks from infringement by providing timely notification of newly filed or published trademarks. Revenue is recognized over the term of the contract, with fees paid annually at the beginning of each contract term. IP Services: This performance obligation relates to the CPA Global Product Line. This includes services related to (i) on-premise software installation, (ii) post-sales software support services,(iii) keeping software updated for any changes in laws (i.e., law update service), (iv) docketing, and (v) search and examination services provided to various PTOs. Revenue from IP services is recognized over the period of the contract as and when the service is provided. Validation Services: This performance obligation relates to the CPA Global Product Line. This involves services related to:(i) registration of a patent granted in Europe, to various individual countries where it will ultimately be enforceable; (ii) translation of documents to be submitted to a patent and trademark office ("PTO") in local language; (iii) registration of address with PTO, for all future notifications to be received on behalf of the IP holder; and (iv) management of notifications on behalf of IP holder over the lifetime of the patent. The Company has determined each of the above services performed represent separate performance obligations. Revenue is recognized once the provision of the service is complete and this point is reached when a purchase invoice is received from the agent for (i) and (ii) above and when registration with the PTO gets completed for (iii) above. With respect to management of notifications, revenue is recognized over the lifetime of the patent on a straight-line basis. Revenue from Validation Services is recognized net of official fees collected from customers for remittance to the PTO and any taxes collected from customers, which are subsequently remitted to governmental authorities. IP Transaction Processing: This performance obligation related to the IPM Product Line that was disposed of in October of 2018 and reacquired as part of the acquisition of the CPA Global business and Product Line in October of 2020. These services consist of gathering all necessary data and information, preparing the renewal applications, and submitting payment to the PTO in the relevant country on behalf of the IP holders and the Company could have potential liability for the successful completion of the renewal application process, for which we carry insurance. The Company has determined there is one performance obligation relating to the provision of the service, which includes compiling the necessary data and submitting the renewal application, as well as facilitating the payment from the customer to the PTO. Revenue is recognized once the provision of the service is complete and this point is reached when the PTO receives the payment and documentation to renew the patent or trademark. The PTO fees and any taxes collected from customers are deemed fees collected on behalf of third parties, and therefore revenue from renewals services is recognized net of these fees. Revenue is recognized upon transfer of control of the promised service to customers (i.e., at the time the renewal paperwork and payment are submitted to the PTO) because at that point the Company has a right to payment and the risks and rewards associated with the Renewal Preparation service are transferred to the customer, coupled with the fact customer acceptance is deemed a formality that does not impact the timing of transfer of control. Principal Versus Agent For revenue generated from contracts with customers involving another party, the Company considers if we maintain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, collection risk, and discretion in establishing price. The assessment of whether we are considered the Principal or the Agent in a transaction could impact our revenues and cost of revenues recognized on the consolidated statements of operations. The Company evaluated whether contracts with customers involving another party related to the Content Subscription performance obligation have been provided in the capacity as principal or agent and concluded that the Company acts as a Principal based on our responsibility for fulfilling the contract and latitude in establishing the price. Therefore, the Company reports the revenues from these transactions on a gross basis and records the related third-party commission fees as cost of revenues. The Company evaluated whether the IP Transaction Processing performance obligation and services, as well as the Validation Services performance obligation, have been provided in the capacity as principal or agent, and on the basis of the following factors concluded the Company is acting as a Principal: (a) The Company is responsible for compiling the necessary data and submitting the renewal application, as well as facilitating the payment from the customer to the PTO. In doing this, the Company’s performance obligation does not include legally renewing the IP, but instead facilitating that process, but the ultimate responsibility for legally renewing the IP rests with PTO; (b) The Company has latitude in establishing pricing for its services. Therefore, the Company reports the revenues from these transactions on a gross basis and records the related third-party commission fees as cost of revenues. As it relates to the Content Subscription, PALs and SaaS Subscription performance obligations have an additional party is involved in a transaction and can be categorized as either agreements with Third Party Distributors or Reseller Agreements. |
Variable Consideration | Variable ConsiderationIn some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events, such as retroactive discounts provided to the customers, indexed or volume-based discounts, time and materials based implementation services, and revenue between contract expiration and renewal. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current, and forecasted) that is reasonably available to the Company. |
Significant Judgments | Significant Judgments Significant judgments and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Determining a standalone selling price that may not be directly observable amongst all the products and performance obligations requires judgment. Specifically, many Web of Science, DRG, CPA Global, and ProQuest Product Line contracts include multiple product offerings, which may have both subscription and transactional revenues. Judgment is also required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the subscription service and recognized over time for other products. The Company allocates value to primary content subscriptions or licenses including PALs and accompanying performance obligations, such as training subscriptions, continuing service fees, access to historical content, maintenance and other optional content. When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. The Company utilizes its standard price lists to determine the standalone selling price based on the product and country. The transaction price in the contract is allocated at contract inception to the distinct good or service underlying each performance obligation in proportion to the standalone selling price. The standalone selling prices are based on the Company’s normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic location. Discounts applied to the contract will be allocated based on the same proportion of standalone selling prices. |
Cost to Obtain a Contract and Cost of Revenues | Cost to Obtain a Contract Commission costs represent costs to obtain a contract and are considered contract assets. The Company pays commissions to the sales managers and support teams for earning new customers and renewing contracts with existing customers. These commission costs are capitalized within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets. The costs are amortized to Selling, general and administrative expenses within the Consolidated Statements of Operations. The amortization period is between one and seven years based on the estimated length of the customer relationship. |
Selling, General and Administrative | Selling, General and Administrative Selling, general and administrative includes compensation for support and administrative functions in addition to rent, office expenses, professional fees and other miscellaneous expenses. In addition, it includes selling and marketing costs associated with acquiring new customers or selling new products or product renewals to existing customers. Such costs primarily relate to wages and commissions for sales and marketing personnel. |
Depreciation | Depreciation Depreciation expense relates to the Company’s fixed assets including furniture & fixtures, hardware, and leasehold improvements. These assets are depreciated over their expected useful lives, and in the case of leasehold improvements over the shorter of their useful life or the term of the related lease. |
Impairment on Assets Held for Sale | Impairment on Assets Held for Sale Impairment on assets held for sale represents an impairment charge recorded for certain assets classified as assets held for sale. |
Share-Based Compensation | Share-based Compensation Share-based compensation consists of restricted share units ("RSUs"), performance share units ("PSUs") and 2019 Transaction related shares granted to certain key members of management which are recognized in the Consolidated Statements of Operations based on their grant date fair values with forfeitures recognized as they occur. The share-based compensation cost of time-based RSU and PSU grants is calculated by multiplying the grant date fair value by the number of shares granted. We recognize compensation expense over the vesting period of the award. The value of PSUs is weighted between a total shareholder return ("TSR") component and a performance metric component. PSUs with performance metric components are assessed for probability of achieving the targets at each quarterly period end. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. The Company recognizes compensation expense over the vesting period of the award on a graded-scale basis. Equity compensation plans of the acquired CPA Global business are accounted for as a liability as they will be paid in cash. Changes in the fair value of these awards are recorded at the end of each reporting period. |
Restructuring | RestructuringRestructuring expense includes costs associated with involuntary termination benefits provided to employees, including the acceleration of equity based awards for severed individuals under the CPA Global Equity Plan, certain contract termination costs, and other costs associated with an exit or disposal activity. The involuntary termination benefits included within restructuring charges are recognized in accordance with ASC 420, Exit or Disposal Cost Obligations or ASC 712, Compensation – Nonretirement Postemployment Benefits, as applicable. Liabilities are recognized in accordance with ASC 420 when the programs were approved, the employees to be terminated were identified, the terms of the arrangement were established, it was determined changes to the plan were unlikely to occur and the arrangements were communicated to employees. Liabilities for nonretirement postemployment benefits that fall under ASC 712 are recognized when the severance liability was determined to be probable of being paid and reasonably estimable. The liabilities are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The corresponding expenses are recorded within Restructuring and impairment in the Consolidated Statements of Operations. See Note 25 - Restructuring and Impairment for further details. |
Other Operating Income (Expense), Net | Other Operating Income (Expense), NetOther operating income (expense) consists of gains or losses related to the disposal of our assets, asset impairments or write-downs and the consolidated impact of re-measurement of the assets and liabilities of our company and our subsidiaries that are denominated in currencies other than each relevant entity’s functional currency. The gain and loss of certain divested non-core assets and liabilities of the IP segment are included in the year ended December 31, 2020. See Note 5 - Assets Held for Sale and Divested Operations for further details. |
Interest Expense, Net | Interest Expense, NetInterest expense, net consists of interest expense related to our borrowings under the Term Loan Facility and the Notes as well as the amortization of debt issuance costs and interest related to certain derivative instruments. |
Foreign Currency Translation | Foreign Currency TranslationThe operations of each of the Company’s entities are measured using the currency of the primary economic environment in which the subsidiary operates (“functional currency”). Nonfunctional currency monetary balances are re-measured into the functional currency of the operation with any related gain or loss recorded in Selling, general and administrative costs, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations. Assets and liabilities of operations outside the U.S., for which the functional currency is the local currency, are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect during each fiscal month during the year. The effects of foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets. |
Legal Costs | Legal Costs Legal costs are expensed and accrued for expected legal costs to be incurred for legal matters. |
Earnings Per Share | Earnings Per Share The calculation of earnings per share is based on the weighted average number of ordinary shares or ordinary stock equivalents outstanding during the applicable period. The dilutive effect of ordinary stock equivalents is excluded from basic earnings per share and is included in the calculation of diluted earnings per share. Employee equity share options and similar equity instruments granted by the Company are treated as potential ordinary shares outstanding in computing diluted earnings per share. Diluted shares outstanding are calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in Ordinary shares when the award becomes deductible for tax purposes are assumed to be used to repurchase shares. |
Newly Adopted Accounting Standards and Recently Issued Accounting Standards | Newly Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board ("FASB") issued new guidance, ASU 2016-13, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance primarily affects our accounts receivable. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard had an impact of $10,097 on the beginning Accumulated deficit balance in the Consolidated Balance Sheets as of January 1, 2020. In April 2019 and November 2019, the FASB issued ASU 2019-05 and ASU 2019-11, respectively, effective for the same period as ASU 2016-03. These updates offered options to entities intended to bring transition relief and offered clarification on the previously issued standard, respectively. The Company's accounting for credit losses did not change as a result of these two updates. In August 2018, the FASB issued guidance, ASU 2018-14, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The guidance is effective for all entities for fiscal years beginning after December 15, 2020. The Company's January 1, 2021 adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging, accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The Company prospectively adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Consolidated Financial Statements. In November 2019, the FASB issued ASU 2019-10, Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which provides improvements or clarification and correction to the ASU 2016-02 Leases, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging, accounting standards updates. The guidance is effective upon adoption of the three ASUs, all of which the Company had already adopted. This standard did not have a material impact on the Company’s Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The guidance is effective for all entities for fiscal years beginning after December 15, 2020. The Company's January 1, 2021 adoption of this standard did not have a material impact on the Company's Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities from the period March 12, 2020 through December 31, 2022. Beginning with the quarter ended September 30, 2020, the Company adopted this standard 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 will continue to account for its interest rate swaps in accordance with hedge accounting and will not apply modification accounting to its debt agreements. In January 2021, the FASB issued ASU 2021-01, which made clarifications relating to the previously issued Reference Rate Reform guidance effective for the same period as ASU 2020-04. This clarification did not have an effect on how the Company accounts for its interest rate swaps and debt agreements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments require that the acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company has elected to early adopt the ASU and has applied the amendments retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the 2021 fiscal year. As a result of the adoption, we have accounted for contract assets and liabilities for our 2021 acquisitions in accordance with this updated guidance. Recently Issued Accounting Standards In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity as a result of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods. The Company will adopt ASU 2020-06 effective January 1, 2022, and it is expected that the adoption will not have a material impact to the Company's 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 will adopt ASU 2021-04 effective January 1, 2022, and it is expected that the adoption will not have a material impact to the Company's Consolidated Financial Statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments, in order 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 will adopt ASU 2021-05 effective January 1, 2022, and is still evaluating the impact to the Company’s Consolidated Financial Statements. There were no other new accounting standards or updates issued or effective as of December 31, 2021, that have, or are expected to have, a material impact on the Company's Consolidated Financial Statements. |
Warrant Liability, Policy | Warrant LiabilitiesWe used a third-party specialist to fair value the awards using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, expected volatility of stock prices for the Company’s and its peer group, and dividend yield. A discount for the lack of marketability ("DLOM") is applied to shares that are subject to remaining post vesting lock up restrictions. |
Treasury Stock | Treasury Shares Shares repurchased by the company from the open market or shares held in the EBT as previously discussed are classified within equity as Treasury shares and are recorded at the fair value on the date of acquisition. When Clarivate reissues treasury shares at an amount greater (less) than it paid to repurchase the shares, it realizes a gain (loss) on the reissuance of the shares. This gain or loss is recognized within shareholders’ equity. Management has elected to utilize the FIFO method for determining the gains and losses from sales of Treasury shares. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property and Equipment | The estimated useful lives are as follows: Computer hardware 3 years Furniture, fixtures and equipment 5-7 years Leasehold improvements Lesser of lease term or estimated useful life December 31, 2021 2020 Computer hardware $ 45,510 $ 38,253 Leasehold improvements 11,578 21,614 Furniture, fixtures and equipment 34,709 13,201 Capital office leases - finance lease asset (1) 30,560 — Other 2,334 — Total property and equipment, gross 124,691 73,068 Accumulated depreciation (40,842) (36,801) Total property and equipment, net $ 83,849 $ 36,267 (1) See Note 7 - Leases for additional information. |
Schedule of Finite-Lived Intangible Assets | Where applicable, intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 2 – 23 years Databases and content 2 – 20 years Developed technology 3 – 14 years Computer software 5 years Finite-lived trade names 2 - 18 years Non-compete agreements 5 years Backlog 4 years Indefinite-lived trade names Indefinite |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business acquisitions, by acquisition | The purchase price is subject to the Seller's final approval of the Final Closing Statement. Issuance of 46,910,923 shares (1) $ 1,094,901 Cash consideration (2) 3,951,947 Total purchase price 5,046,848 Cash acquired (3) (52,514) Total purchase price, net of cash acquired $ 4,994,334 (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 $3,951,947 includes a base cash consideration of $3,988,000, less working capital adjustments of $31,661, less closing indebtedness adjustments of $36,618, plus closing cash consideration of $32,225 as defined in the Transaction Agreement. (3) Cash acquired includes $52,514 of total cash acquired, less $1,957 of restricted cash acquired as defined in the Transaction Agreement. Issuance of 210,357,918 shares $ 6,565,477 Cash paid for repayment of CPA Global's parent company debt and related interest rate swap termination charge 2,078,084 Total purchase price 8,643,561 Cash acquired (102,675) Total purchase price, net of cash acquired $ 8,540,886 Total Accounts receivable (1) $ 7,135 Prepaid expenses (158) Other current assets 370 Property and equipment, net 1,002 Other non-current assets 1,123 Total assets $ 9,472 Accounts payable 290 Accrued expenses and other current liabilities (2) 49,164 Current portion of deferred revenue 989 Non-current portion of deferred revenue (15) Deferred income taxes (3) (13,405) Total liabilities $ 37,023 Fair value of acquired identifiable assets and liabilities $ (27,551) Purchase price, net of cash $ (665) Less: Fair value of acquired identifiable assets and liabilities (27,551) Goodwill $ 26,886 (1) The $7,135 account receivable measurement period adjustment is due to a change in the fair value of CPA Global's accounts receivable, with there being a $9,306 increase in the valuation increase offset by a $2,171 decrease. (2) The Company recorded measurement period adjustments of $49,164 increasing accrued expenses and other current liabilities, of which, $61,000 relates to adjustments to CPA Global's accrual for claims existing prior to the date of acquisition, offset by a $11,836 reduction to CPA Global's other accruals. See Note 23 - Commitments and Contingencies for further information. (3) The $13,405 deferred income tax measurement period adjustment is due to the tax impact of CPA Global's other measurement period adjustments detailed in the chart above. |
Schedule of Pro Forma Information | The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss were as follows: Year Ended December 31, 2021 Revenues, net $ 80,418 Net income attributable to the Company's shareholders $ 3,000 Year ended December 31, 2021 2020 Pro forma revenues, net $ 2,702,984 $ 2,116,947 Pro forma net loss attributable to the Company's shareholders $ (175,418) $ (545,512) Year ended December 31, 2020 Revenues, net (1) $ 157,504 Net loss attributable to the Company's stockholders $ (39,985) (1) Includes $15,297 of a deferred revenue adjustment recognized during the year ended December 31,year ended December 31, 2021 2020. Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows: Year ended December 31, 2020 2019 Pro forma revenues, net $ 1,708,486 $ 1,498,485 Pro forma net loss attributable to the Company's stockholders $ (374,440) $ (403,653) The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss were as follows: Year ended December 31, 2020 Revenues, net (1) $ 186,428 Net income attributable to the Company's stockholders $ 4,999 (1) Includes $7,157 of a deferred revenue adjustment recognized during the year ended December 31, 2020. Year ended December 31, 2020 2019 Pro forma revenues, net $ 1,284,419 $ 1,174,295 Pro forma net loss attributable to the Company's stockholders $ (335,749) $ (304,846) |
Schedule of fair value of identifiable assets acquired and liabilities assumed for all acquisitions | The following table summarizes the preliminary purchase price allocation for this acquisition: Total Accounts receivable 113,492 Prepaid expenses 22,254 Other current assets 23,704 Property and equipment, net 62,307 Other intangible assets (2) 3,534,742 Other non-current assets 17,955 Deferred income taxes 3,512 Operating lease right-of-use assets 28,429 Total assets $ 3,806,395 Accounts payable 17,100 Accrued expenses and other current liabilities 136,811 Current portion of long-term debt 1,072 Current portion of deferred revenue 335,234 Current portion of operating lease liabilities 7,960 Long-term debt 33,362 Deferred income taxes 58,605 Non-current portion of deferred revenue 6,799 Other non-current liabilities 89,217 Operating lease liabilities 23,085 Total liabilities 709,245 Fair value of acquired identifiable assets and liabilities $ 3,097,150 Purchase price, net of cash (1) $ 4,994,334 Less: Fair value of acquired identifiable assets and liabilities 3,097,150 Goodwill $ 1,897,184 (1) The Company acquired cash of $52,514, including $1,957 of restricted cash to fund bank guarantees (contract performance guarantees, rental guarantees, and bid bonds) assumed in the ProQuest acquisition. (2) Of the $3,534,742, $3,528,000 relates to the valued intangible assets as per the purchase price allocation and $6,742 relates to acquired assets under construction. Total Accounts receivable $ 380,259 Prepaid expenses 27,437 Other current assets 38,784 Property and equipment, net 13,290 Other intangible assets 4,920,317 Deferred income taxes 19,310 Other non-current assets 8,403 Operating lease right-of-use assets 30,649 Total assets $ 5,438,449 Accounts payable 53,791 Accrued expenses and other current liabilities 284,353 Current portion of deferred revenue 181,365 Current portion of operating lease liabilities 7,738 Non-current portion of deferred revenue 16,771 Deferred income taxes 291,869 Other non-current liabilities 24,307 Operating lease liabilities 23,615 Total liabilities 883,809 Fair value of acquired identifiable assets and liabilities $ 4,554,640 Purchase price, net of cash (1) $ 8,540,886 Less: Fair value of acquired identifiable assets and liabilities 4,554,640 Goodwill (2) $ 3,986,246 (1) The Company acquired cash of $102,675 including $3,400 of restricted cash to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting. (2) Includes $942,201 of buyer-specific synergy goodwill that was allocated to the Clarivate legacy reporting units expected to benefit from the acquisition. The following table summarizes the final purchase price allocation for this acquisition: Total Accounts receivable $ 52,193 Prepaid expenses 4,295 Other current assets 68,001 Property and equipment, net 4,136 Other intangible assets (1) 491,366 Other non-current assets 2,960 Operating lease right-of-use assets 25,099 Total assets $ 648,050 Accounts payable 3,474 Accrued expenses and other current liabilities 88,561 Current portion of deferred revenue 35,126 Current portion of operating lease liabilities 5,188 Deferred income taxes 49,403 Non-current portion of deferred revenue 936 Operating lease liabilities 20,341 Total liabilities 203,029 Fair value of acquired identifiable assets and liabilities $ 445,021 Purchase price, net of cash (2) 944,220 Less: Fair value of acquired identifiable assets and liabilities 445,021 Goodwill $ 499,199 (1) Includes $3,966 of internally developed software in progress acquired. (2) The Company acquired cash of $20,777. |
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 $ 2,773,000 17-23 Technology & databases (1) 709,300 5-17 Trade names 45,700 2-10 Total identifiable intangible assets $ 3,528,000 (1) Technology and databases intangible assets include both acquired technology intangible assets and acquired databases intangible assets. Fair Value as of October 1, 2020 Remaining Customer relationships $ 4,643,306 17-23 Technology 266,224 6-14 Trade names 10,787 2-17 Total identifiable intangible assets $ 4,920,317 The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of February 28, 2020 Remaining Customer relationships $ 381,000 10-21 Database and content 50,200 2-7 Trade names 5,200 4-7 Purchased software 23,000 3-8 Backlog 28,000 4 Total identifiable intangible assets $ 487,400 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | O ur accounts receivable balance consists of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Accounts receivable $ 913,141 $ 746,478 Less: Accounts receivable allowance (6,713) (8,745) Accounts receivable, net $ 906,428 $ 737,733 | |||
Accounts Receivable, before Allowance for Credit Loss, Current | $ 913,141 | $ 746,478 | ||
Accounts receivable, net of allowance of $6,713 and $8,745 at December 31, 2021 and December 31, 2020, respectively | $ 906,428 | $ 737,733 | $ 333,858 | $ 331,295 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases is summarized as follows: December 31, 2021 2020 Assets Classification Operating lease assets, net Operating lease right-of-use assets (1) $ 86,027 $ 132,356 Finance lease assets, net Property and equipment, net (2) 30,560 — Total lease assets $ 116,587 $ 132,356 Liabilities Current Operating lease liabilities Current portion of operating lease liability $ 32,177 $ 35,455 Finance lease liabilities Current portion of long-term debt 1,977 — Non-current Operating lease liabilities Operating lease liabilities 93,955 104,324 Finance lease liabilities Long-term debt 28,858 — Total lease liabilities $ 156,967 $ 139,779 (1) Operating lease assets are recorded net of accumulated amortization of $26,354 and $23,189 as of December 31, 2021 and 2020, respectively. (2) Finance lease assets are recorded net of accumulated amortization of $978 and $0 as of December 31, 2021 and 2020, respectively. |
Lease, Cost | The following illustrates the lease costs for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Finance lease cost Amortization of right-of-use assets $ 1,291 $ — Interest on lease liabilities 98 — Operating lease cost 28,817 24,438 Short-term lease cost 805 701 Variable lease cost 1,344 1,317 Total lease cost $ 32,355 $ 26,456 Year Ended December 31, 2021 2020 Other information Cash Paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $63,777 $31,841 Operating cash flows for finance leases 98 — Financing cash flows for finance leases 158 — Right-of-use assets obtained in exchange for lease obligations Operating leases $13,387 $8,542 Finance leases 29,878 — Weighted-average remaining lease term Operating leases 4 6 Finance leases 2 — Weighted-average discount rate Operating leases 4.4 % 5.2 % Finance leases 3.8 % — |
Operating Lease Maturity | The future aggregate minimum lease payments as of December 31, 2021 under all non-cancelable leases for the years noted are as follows: Operating Leases Finance Leases Year ending December 31, 2022 $ 35,801 $ 3,114 2023 27,730 29,411 2024 23,876 — 2025 16,913 — 2026 11,969 — 2027 & Thereafter 28,308 — Total lease commitments 144,597 32,525 Less imputed interest (18,465) (1,690) Total $ 126,132 $ 30,835 |
Finance Lease Maturity | The future aggregate minimum lease payments as of December 31, 2021 under all non-cancelable leases for the years noted are as follows: Operating Leases Finance Leases Year ending December 31, 2022 $ 35,801 $ 3,114 2023 27,730 29,411 2024 23,876 — 2025 16,913 — 2026 11,969 — 2027 & Thereafter 28,308 — Total lease commitments 144,597 32,525 Less imputed interest (18,465) (1,690) Total $ 126,132 $ 30,835 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of computer hardware and other property, net | The estimated useful lives are as follows: Computer hardware 3 years Furniture, fixtures and equipment 5-7 years Leasehold improvements Lesser of lease term or estimated useful life December 31, 2021 2020 Computer hardware $ 45,510 $ 38,253 Leasehold improvements 11,578 21,614 Furniture, fixtures and equipment 34,709 13,201 Capital office leases - finance lease asset (1) 30,560 — Other 2,334 — Total property and equipment, gross 124,691 73,068 Accumulated depreciation (40,842) (36,801) Total property and equipment, net $ 83,849 $ 36,267 (1) See Note 7 - Leases for additional information. |
Other Intangible Assets, net _2
Other Intangible Assets, net and Goodwill (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of identifiable intangible assets | The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: December 31, 2021 December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 8,279,079 $ (514,828) $ 7,764,251 $ 5,598,175 $ (261,350) $ 5,336,825 Databases and content 2,577,131 (590,998) 1,986,133 1,848,041 (464,683) 1,383,358 Computer software 733,106 (320,096) 413,010 658,976 (209,611) 449,365 Trade names 62,093 (10,503) 51,590 18,606 (2,360) 16,246 Backlog 29,104 (13,051) 16,053 29,216 (5,905) 23,311 Finite-lived intangible assets 11,680,513 (1,449,476) 10,231,037 8,153,014 (943,909) 7,209,105 Indefinite-lived intangible assets Trade names 161,317 — 161,317 161,245 — 161,245 Total intangible assets $ 11,841,830 $ (1,449,476) $ 10,392,354 $ 8,314,259 $ (943,909) $ 7,370,350 | |
Schedule of weighted-average amortization period for finite-lived intangible assets | The weighted-average amortization period for each class of finite-lived intangible assets and for total finite-lived intangible assets, which range between 4 and 23 years, is as follows: Remaining Weighted - Average Amortization Period (in years) Customer relationships 22.12 Databases and content 14.18 Computer software 11.04 Trade names 9.59 Backlog 4.00 Total 20.10 | |
Schedule of estimated amortization for five succeeding years | Estimated amortization for each of the five succeeding years as of December 31, 2021 is as follows: 2022 $ 656,866 2023 621,902 2024 592,265 2025 575,082 2026 565,370 Thereafter 7,153,309 Subtotal finite-lived intangible assets 10,164,794 Internally developed software projects in process 66,243 Total finite-lived intangible assets 10,231,037 Intangibles with indefinite lives 161,317 Total intangible assets $ 10,392,354 | |
Schedule of change in the carrying amount of goodwill | The change in the carrying amount of goodwill is shown below: A&G LS&H IP Consolidated Total Balance as of December 31, 2019 (1) $ 719,140 $ 190,778 $ 418,127 $ 1,328,045 Acquisition (1)(2) 357,808 854,403 3,289,683 4,501,894 Divestiture — — (9,129) (9,129) Impact of foreign currency fluctuations and other 607 — 221,547 222,154 Balance as of December 31, 2020 (1) $ 1,077,555 $ 1,045,181 $ 3,920,228 $ 6,042,964 Acquisition (1) 1,785,994 132,770 27,022 1,945,786 Impact of foreign currency fluctuations and other (924) (688) (82,275) (83,887) Balance as of December 31, 2021 (1) $ 2,862,625 $ 1,177,263 $ 3,864,975 $ 7,904,863 (1) The prior year amounts have been recast for a reclassification of allocated goodwill between reporting units. Refer to Note 22 - Segment Information for additional information. (2) The buyer-specific synergy goodwill related to the CPA Global purchase price allocation (see Note 4 - Business Combinations) was reclassified to the reporting units expected to benefit from the acquisition. See below for additional information. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the year ended December 31, 2021, 2020 and 2019: AOCI Balance at December 31, 2018 $ 3,644 Derivative losses recognized in Other comprehensive loss (7,107) Amount reclassified out of Other comprehensive loss to Net loss 685 AOCI Balance at December 31, 2019 $ (2,778) Derivative losses recognized in Other comprehensive loss (4,432) Amount reclassified out of Other comprehensive loss to Net loss 3,454 AOCI Balance at December 31, 2020 $ (3,756) Derivative gains recognized in Other comprehensive loss 3,360 Amount reclassified out of Other comprehensive loss to Net loss 3,033 AOCI Balance at December 31, 2021 $ 2,637 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in Level 3 | The following table summarizes the changes in Private Placement Warrant liability for the year ended December 31, 2021 and 2020: Balance at December 31, 2019 $ 111,813 Mark to market adjustment on financial instruments 205,062 Exercise of Private Placement Warrants (4,124) Balance at December 31, 2020 $ 312,751 Mark to market adjustment on financial instruments (81,320) Exercise of Private Placement Warrants (3,592) Balance at December 31, 2021 $ 227,839 Balance at December 31, 2019 $ 11,100 Payment of earn-out liability (1) (11,701) Revaluations included in earnings 601 Balance at December 31, 2020 $ — Payment of earn-out liability — Revaluations included in earnings — Balance at December 31, 2021 $ — (1) See Note 23 - Commitments and Contingencies for further details. |
Summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis | The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as at December 31, 2021 and 2020: December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Assets Forward contracts asset $ — $ 2,205 $ — $ 2,205 Interest rate swap asset — 1,957 — 1,957 — 4,162 — 4,162 Liabilities Warrant liability — — 227,839 227,839 Employee phantom share liability - current — 152,422 — 152,422 Forward contracts liability — 641 — 641 Total $ — $ 153,063 $ 227,839 $ 380,902 December 31, 2020 Level 1 Level 2 Level 3 Total Fair Value Assets Forward contracts asset $ — $ 8,574 $ — $ 8,574 — 8,574 — 8,574 Liabilities Warrant liability — — 312,751 312,751 Employee phantom share liability - current — 57,752 — 57,752 Employee phantom share liability - non-current — 393 — 393 Forward contracts liability — 106 — 106 Interest rate swap liability — 5,159 — 5,159 Contingent stock liability — 130,594 — 130,594 Total $ — $ 194,004 $ 312,751 $ 506,755 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities, consisted of the following as of December 31, 2021 and December 31, 2020: December 31, December 31, 2021 2020 Employee phantom share plan liability (1) $ 152,422 $ 57,752 Contingent stock liability (2) — 130,594 Employee related accruals (3) 150,634 98,481 Accrued professional fees (4) 39,440 57,151 Accrued legal liability (5) 79,013 11,965 Tax related accruals (6) 28,538 45,127 Accrued royalty costs (7) 71,281 5,376 Other accrued expenses and other current liabilities (8) 158,275 163,236 Total accrued expenses and other current liabilities $ 679,603 $ 569,682 (1) See Note 4 - Business Combinations, Note 11 - Fair Value Measurements, Note 17 - Employment and Compensation Arrangements and Note 25 - Restructuring and Impairment, for further information with respect to the employee phantom share plan liabilities. (2) Represents contingent stock consideration associated with the CPA Global and DRG acquisitions. See Note 4 - Business Combinations and Note 23 - Commitments and Contingencies for further information. (3) Employee related accruals include accrued payroll, bonus and employee commissions. (4) Professional and outside service-related fees include accrued legal fees, audit fees, outside services, technology, and contractor fees. (5) Of the balance as of December 31, 2021, our best estimate of the Company's potential liability for the larger legal claims is $60,500, which includes estimated legal costs and accrued interest. See Note 23 - Commitments and Contingencies for further information with respect to the probable claim reserves. (6) Tax related accruals include value-added tax payable and other current taxes payable. (7) Represents accrued royalty costs associated with licensee agreements. (8) Includes current liabilities due to customers, interest payable, and a collection of miscellaneous other current liabilities. |
Pension and Other Post-Retire_2
Pension and Other Post-Retirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of changes in projected benefit obligations, the plan assets, and the funded | The following table presents the changes in projected benefit obligations, the plan assets, and the funded status of the defined benefit pension plans: December 31, 2021 2020 Obligation and funded status: Change in benefit obligation Projected benefit obligation at beginning of year $ 21,615 $ 16,563 Service costs 1,441 1,136 Interest cost 323 292 Plan participant contributions 134 124 Actuarial (gains) losses (503) 695 Acquisition/Business Combination/Divestiture 918 2,393 Benefit payments (872) (357) Expenses paid from assets (43) (40) Settlements (257) — Curtailment — (510) Effect of foreign currency translation (1,283) 1,319 Projected benefit obligation at end of year $ 21,473 $ 21,615 Change in plan assets Fair value of plan assets at beginning of year $ 6,665 $ 5,487 Actual return on plan assets 262 213 Settlements (257) — Plan participant contributions 134 124 Acquisition/Business Combination/Divestiture — 99 Employer contributions 1,366 583 Benefit payments (872) (357) Expenses paid from assets (43) (40) Effect of foreign currency translation (538) 556 Fair value of plan assets at end of year 6,717 6,665 Unfunded status $ (14,756) $ (14,950) |
Summary of the amounts recognized in the consolidated balance sheets | The following table summarizes the amounts recognized in the Consolidated Balance Sheets related to the defined benefit pension plans: December 31, 2021 2020 Current liabilities $ (1,068) $ (902) Non-current liabilities $ (13,688) $ (14,048) AOCI $ 748 $ 1,195 |
Schedule of accumulated benefit obligation in excess of plan assets and projected benefit obligations in excess of plan assets | The following table provides information for those pension plans with an accumulated benefit obligation in excess of plan assets and projected benefit obligations in excess of plan assets: December 31, 2021 2020 Plans with accumulated benefit obligation in excess of plan assets: Accumulated benefit obligation $ 18,637 $ 18,991 Fair value of plan assets $ 6,717 $ 6,665 Plans with projected benefit obligation in excess of plan assets: Projected benefit obligation $ 21,473 $ 21,615 Fair value of plan assets $ 6,717 $ 6,665 |
Schedule of net periodic benefit cost changes in plan assets and benefit obligations recognized in other comprehensive loss | The components of net periodic benefit cost changes in plan assets and benefit obligations recognized as follows: Year Ended December 31, 2021 2020 2019 Service cost $ 1,441 $ 1,136 $ 870 Interest cost 323 292 311 Expected return on plan assets (199) (178) (157) Amortization of actuarial gains (19) (46) (76) Settlement/(Curtailment) (91) (499) 7 Net periodic benefit cost $ 1,455 $ 705 $ 955 |
Summary of weighted-average assumptions used to determine the benefit obligations | The following table presents the weighted-average assumptions used to determine the net periodic benefit cost as of: December 31, 2021 2020 Discount rate 1.66 % 1.60 % Expected return on plan assets 3.04 % 3.00 % Rate of compensation increase 5.18 % 3.78 % Social Security increase rate 2.50 % 2.50 % Pension increase rate 1.80 % 1.80 % The following table presents the weighted-average assumptions used to determine the benefit obligations as of: December 31, 2021 2020 Discount rate 2.38 % 1.66 % Rate of compensation increase 5.79 % 5.18 % Social Security increase rate 2.50 % 2.50 % Pension increase rate 1.90 % 1.80 % |
Schedule of fair value of our plan assets and the respective level in the far value hierarchy by asset category | The fair value of our plan assets and the respective level in the far value hierarchy by asset category is as follows: December 31, 2021 December 31, 2020 Fair value measurement of pension plan assets: Level 1 Level 2 Level 3 Total Assets Level 1 Level 2 Level 3 Total Assets Insurance contract $ — — 6,717 $ 6,717 $ — — 6,665 $ 6,665 |
Schedule of estimated pension benefit payments | The following table provides the estimated pension benefit payments that are payable from the plans to participants as of December 31, 2021 for the following years: 2022 $ 1,216 2023 1,310 2024 1,461 2025 1,633 2026 1,643 2027 to 2031 7,748 Total $ 15,011 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of debt | The following is a summary of the Company’s debt: December 31, 2021 December 31, 2020 Type Maturity Effective Carrying Effective Carrying Senior Notes (2029) 2029 4.875 % $ 921,399 — % $ — Senior Secured Notes (2028) 2028 3.875 % 921,177 — % — Senior Secured Notes (2026) 2026 4.500 % 700,000 4.500 % 700,000 Term Loan Facility (2026) 2026 3.860 % 2,818,800 3.626 % 2,847,400 Revolving Credit Facility 2024 3.359 % 175,000 — % — Finance Lease (1) 2023 3.800 % 30,835 — % — Total debt outstanding 5,567,211 3,547,400 Debt issuance costs (47,189) (51,309) Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts (33,165) (9,591) Short-term debt, including current portion of long-term debt (30,577) (28,600) Long-term debt, net of current portion and debt issuance costs $ 5,456,280 $ 3,457,900 (1) See Note 7 - Leases for additional information. |
Debt Instrument Redemption | Additionally, at the Company’s election the Notes may be redeemed (i) prior to November 1, 2022 at a redemption price equal to 100% of the aggregate principal amount of Notes being redeemed plus a “make-whole” premium, plus accrued and unpaid interest to the date of redemption or (ii) prior to November 1, 2022, the Company may use funds in an aggregate amount not exceeding the net cash proceeds of one or more specified equity offerings to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 104.5% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest and additional amounts to the date of redemption provided that at least 50% of the original aggregate principal amount of the Notes issued on the Closing Date remains outstanding after the redemption (or all Notes are redeemed substantially concurrently) and the redemption occurs within 120 days of the date of the closing of such equity offering or (iii) on November 1, 2022 of each of the years referenced below based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption. Period Redemption Price 2022 102.250 % 2023 101.125 % 2024 and thereafter 100.000 % the New Notes being redeemed plus a “make-whole” premium, plus accrued and unpaid interest to the date of redemption or (ii) prior to June 30, 2024, the Company may use funds in an aggregate amount not exceeding the net cash proceeds of one or more specified equity offerings to redeem up to 40% of the aggregate principal amount of the New Notes at a redemption price equal to 103.875% and 104.875% of the aggregate principal amount of the New Secured Notes and New Unsecured Notes respectively being redeemed, plus accrued and unpaid interest and additional amounts to the date of redemption provided that at least 50% of the original aggregate principal amount of the New Notes issued on the Closing Date remains outstanding after the redemption (or all Notes are redeemed substantially concurrently) and the redemption occurs within 120 days of the date of the closing of such equity offering or (iii) on or after June 30, 2024, during the 12 month period commencing on June 30 of each of the years referenced below based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption. Redemption Price (as a percentage of principal) Period New Secured Notes New Unsecured Notes 2024 101.938 % 102.438 % 2025 100.969 % 101.219 % 2026 and thereafter 100.000 % 100.000 % |
Schedule of maturities of outstanding borrowings | Amounts due under all of the outstanding borrowings as of December 31, 2021 for the next five years are as follows: 2022 $ 30,577 2023 57,458 2024 203,600 2025 28,600 2026 3,404,400 Thereafter 1,842,576 Total maturities 5,567,211 Less: capitalized debt issuance costs and original issue discount (80,354) Total debt outstanding as of December 31, 2021 $ 5,486,857 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | The tables below show the Company’s disaggregated revenue for the periods presented: Year Ended December 31, 2021 2020 2019 Subscription revenues $ 1,034,356 $ 877,659 $ 805,518 Re-occurring revenues 453,242 111,929 — Transactional and other revenues 393,247 287,560 169,265 Total revenues, gross 1,880,845 1,277,148 974,783 Deferred revenues adjustment (1) (3,951) (23,101) (438) Total revenues, net $ 1,876,894 $ 1,254,047 $ 974,345 (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB 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 Topic 606 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 the fiscal year 2021. Year Ended December 31, 2021 2020 2019 Academia and Government $ 489,409 $ 384,677 $ 380,302 Life Sciences and Healthcare 413,215 352,088 167,240 Intellectual Property 974,270 517,282 426,803 Total Revenues $ 1,876,894 $ 1,254,047 $ 974,345 |
Schedule of contract balances | Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (1/1/2021) $ 737,733 $ 707,318 $ 41,399 Closing (12/31/2021) 906,428 1,030,399 54,250 (Increase)/decrease $ (168,695) $ (323,081) $ (12,851) Opening (1/1/2020) $ 333,858 $ 407,325 $ 19,723 Closing (12/31/2020) 737,733 707,318 41,399 (Increase)/decrease $ (403,875) $ (299,993) $ (21,676) Opening (1/1/2019) $ 331,295 $ 391,102 $ 17,112 Closing (12/31/2019) 333,858 407,325 19,723 (Increase)/decrease $ (2,563) $ (16,223) $ (2,611) |
Employment and Compensation A_2
Employment and Compensation Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | The Company’s stock option activity is summarized below: Number of Weighted Weighted-Average Aggregate Balance at December 31, 2020 7,860,618 $ 12.95 6.2 $ 131,956 Granted — — 0 — Expired (2,008) 29.33 0 — Forfeited — — 0 — Exercised (3,057,008) 12.19 0 (43,425) Outstanding as of December 31, 2021 4,801,602 $ 13.43 4.75 $ 49,655 Vested and exercisable at December 31, 2021 4,801,602 $ 13.43 4.75 $ 49,655 |
Summary of assumption used to value options granted during the period presented and their expected lives | The assumptions used to value the Company’s options granted during the period presented and their expected lives were as follows: December 31, 2021 2020 2019 Weighted-average expected dividend yield — — — Expected volatility 25.32% - 35.34% 34.05% - 39.43% 19.52% - 20.26% Weighted-average expected volatility 31.15 % 34.79 % 19.87 % Weighted-average risk-free interest rate 0.37 % 0.14 % 2.43 % Expected life (in years) 1.95 1 7.3 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 293,182 $ 16.75 Granted 1,918,288 22.12 Vested (289,641) 17.17 Forfeited (111,283) 21.19 Outstanding as of December 31, 2020 1,810,546 19.30 Granted 4,310,054 23.91 Vested (986,132) 23.18 Forfeited (602,337) 23.39 Outstanding as of December 31, 2021 4,532,131 $ 23.42 |
Schedule of Nonvested Performance-based Units Activity | Number of Shares (1) Weighted Outstanding as of December 31, 2020 873,325 $ 25.16 Granted 675,401 23.56 Vested (5,633) 32.50 Forfeited (182,838) 24.52 Outstanding as of December 31, 2021 1,360,255 $ 24.86 (1) The PSUs number of shares are at grant amount and are not reflective of the maximum shares that may ultimately be issued, if any. |
Schedule Of Private Placement Warrant Activity | The following table summarizes the changes in Private Placement Warrant shares outstanding as of December 31, 2021 and December 31, 2020. Number of Shares Weighted Average Fair Value per Share Outstanding at December 31, 2019 18,300,000 $ 6.11 Exercise of Private Placement Warrants (274,000) 15.05 Outstanding at December 31, 2020 18,026,000 $ 17.35 Outstanding at December 31, 2020 18,026,000 $ 17.35 Exercise of Private Placement Warrants (212,174) 16.93 Outstanding at December 31, 2021 17,813,826 $ 12.79 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax (benefit)/expense on income/(loss) | Income tax (benefit)/expense on income/(loss) analyzed by jurisdiction is as follows: Year ended December 31, 2021 2020 2019 Current U.K. $ 4,374 $ 1,288 $ 677 U.S. Federal 4,798 17,540 6,917 U.S. State 289 2,861 988 Other 20,206 15,855 9,959 Total current 29,667 37,544 18,541 Deferred U.K. (8,254) (15,932) — U.S. Federal 5,987 (15,020) (824) U.S. State (2,771) (1,013) (223) Other (12,331) (8,277) (7,293) Total deferred (17,369) (40,242) (8,340) Total provision (benefit) for income taxes $ 12,298 $ (2,698) $ 10,201 |
Schedule of components of pre-tax loss | The components of pre-tax loss are as follows: Year ended December 31, 2021 2020 2019 U.K. (loss) $ (13,059) $ (347,158) $ (246,688) U.S. income (loss) (284,853) (47,198) 3,733 Other income (loss) 39,762 41,033 (5,477) Pre-tax loss $ (258,150) $ (353,323) $ (248,432) |
Schedule of reconciliation of the statutory income tax rate to effective tax rate | A reconciliation of the statutory U.K. income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2021 2020 2019 Loss before tax: $ (258,150) $ (353,323) $ (248,432) Income tax (benefit) provision 12,298 (2,698) 10,201 Statutory rate 19.0 % 19.0 % 19.0 % Effect of different tax rates 3.2 % 1.8 % (4.0) % BEAT (3.8) % (1.9) % (0.9) % Tax rate modifications 17.4 % — % — % Valuation Allowances (39.0) % (21.1) % (17.6) % Share-based compensation (2.7) % 6.6 % (0.2) % Other permanent differences 2.3 % (1.9) % (0.9) % Non-deductible transaction costs (0.8) % (1.4) % (1.7) % Withholding tax (0.4) % (0.2) % (0.5) % Tax indemnity — % — % 3.0 % Other — % (0.1) % (0.2) % Effective rate (4.8) % 0.8 % (4.1) % |
Schedule of deferred income tax assets and liabilities | The tax effects of the significant components of temporary differences giving rise to the Company’s deferred income tax assets and liabilities are as follows: December 31, 2021 2020 Accounts receivable $ 2,637 $ 1,550 Accrued expenses 24,121 4,078 Deferred revenue 5,171 11,956 Other assets 32,302 14,561 Unrealized gain/loss 679 208 Fixed assets, net — 6,237 Debt issuance costs 16,980 14,879 Lease liabilities 13,442 — Goodwill 73,827 123,175 Operating losses and tax attributes 533,339 368,670 Total deferred tax assets 702,498 545,314 Valuation allowances (546,770) (367,962) Net deferred tax assets 155,728 177,352 Other identifiable intangible assets, net (407,944) (442,275) Other liabilities (69,071) (72,210) Right of Use Assets (9,342) — Fixed assets, net (21,493) — Total deferred tax liabilities (507,850) (514,485) Net deferred tax liabilities $ (352,122) $ (337,133) In the Consolidated Balance Sheets, deferred tax assets and liabilities are shown net if they are in the same jurisdiction. The components of the net deferred tax liabilities as reported on the Consolidated Balance Sheets are as follows: December 31, 2021 2020 Deferred tax asset $ 27,938 $ 29,863 Deferred tax liability (380,060) (366,996) Net deferred tax liability $ (352,122) $ (337,133) |
Summary of Valuation Allowance | The following table shows the change in the deferred tax valuation as follows: December 31, 2021 2020 2019 Beginning Balance, January 1 $ 367,962 $ 173,259 $ 133,856 Change Charged to Expense/(Income) 100,708 52,111 38,956 Change Charged to CTA (4,740) 1,787 447 Change Charged to Goodwill 82,840 140,805 — Ending Balance, December 31 $ 546,770 $ 367,962 $ 173,259 |
Summary of unrecognized tax benefits, excluding interest and penalties: | The following table summarizes the Company’s unrecognized tax benefits, excluding interest and penalties: December 31, 2021 2020 2019 Balance at the beginning of the year $ 13,721 $ 1,145 $ 1,450 Increases for tax positions taken in prior years — 12,098 — Increases for tax positions taken in the current year 4,996 518 412 Increases for acquisitions (recorded against goodwill) 70,842 — — Increases for return to provisions 10,949 — — Decreases due to statute expirations (326) (40) — Decrease due to payment — — (717) Balance at the end of the year $ 100,182 $ 13,721 $ 1,145 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS computations for our common stock | The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 2020 2019 Basic EPS Net loss $ (270,448) $ (350,625) $ (258,633) Dividends on preferred shares (41,508) — — Net loss attributable to ordinary shares $ (311,956) $ (350,625) $ (258,633) Basic weighted-average number of ordinary shares outstanding 630,976,906 427,023,558 273,883,342 Basic EPS $ (0.49) $ (0.82) $ (0.94) Diluted EPS Net loss attributable to ordinary shares $ (311,956) $ (350,625) $ (258,633) Change in fair value of private placement warrants (81,320) — — Net loss attributable to ordinary shares, diluted $ (393,276) $ (350,625) $ (258,633) Denominator: Shares used in computing net loss attributable to per share to ordinary shareholders, basic 630,976,906 427,023.558 273,883,342 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 9,797,194 — — Diluted weighted-average number of ordinary shares outstanding 640,774,100 427,023,558 273,883,342 Diluted EPS $ (0.61) $ (0.82) $ (0.94) |
Other Operating Income, Net (Ta
Other Operating Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of other operating income, net | Other operating income (expense), net, consisted of the following for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Net gain on sale of business and other assets (1) $ — $ 28,140 $ — Net foreign exchange (loss) gain (19,618) 19,771 (191) Miscellaneous (expense) income, net (7,889) 4,470 5,017 Other operating (expense) income, net $ (27,507) $ 52,381 $ 4,826 (1) Includes the net gain on sale of Techstreet in 2020. |
Product and Geographic Sales _2
Product and Geographic Sales Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by reportable segment | The tables below show the Company’s disaggregated revenue for the periods presented: Year Ended December 31, 2021 2020 2019 Subscription revenues $ 1,034,356 $ 877,659 $ 805,518 Re-occurring revenues 453,242 111,929 — Transactional and other revenues 393,247 287,560 169,265 Total revenues, gross 1,880,845 1,277,148 974,783 Deferred revenues adjustment (1) (3,951) (23,101) (438) Total revenues, net $ 1,876,894 $ 1,254,047 $ 974,345 (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB 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 Topic 606 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 the fiscal year 2021. Year Ended December 31, 2021 2020 2019 Academia and Government $ 489,409 $ 384,677 $ 380,302 Life Sciences and Healthcare 413,215 352,088 167,240 Intellectual Property 974,270 517,282 426,803 Total Revenues $ 1,876,894 $ 1,254,047 $ 974,345 |
Schedule of summarizes revenues from external customers by geography | The following table summarizes revenue from external customers by geography, which is based on the location of the customer: Year ended December 31, Revenue: 2021 2020 2019 Americas $ 928,690 $ 631,222 $ 463,041 Europe/Middle East/Africa 555,804 365,599 278,738 APAC 396,351 280,327 233,004 Deferred revenues adjustment (3,951) (23,101) (438) Total $ 1,876,894 $ 1,254,047 $ 974,345 |
Schedule of summarizes non-current assets other than financial instruments and deferred tax assets by geography | Assets are allocated based on operations and physical location. The following table summarizes non-current assets other than financial instruments, operating lease ROU assets and deferred tax assets by geography: Year ended December 31, Assets: 2021 2020 Americas $ 8,944,134 $ 3,238,734 Europe/Middle East/Africa 10,555,892 10,859,341 APAC 682,953 692,623 Total Assets $ 20,182,979 $ 14,790,698 |
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: Year Ended December 31, 2021 2020 2019 Academia and Government $ 258,849 $ 202,455 $ 183,926 Life Sciences and Healthcare 143,633 107,025 41,540 Intellectual Property 397,922 177,120 68,599 Total Adjusted EBITDA $ 800,404 $ 486,600 $ 294,065 Benefit (provision) for income taxes (12,298) 2,698 (10,201) Depreciation and amortization (537,815) (303,150) (200,542) Interest, net (252,490) (111,914) (157,689) Mark to market adjustment on financial instruments (1) 81,320 (205,062) (47,656) Deferred revenues adjustment (2) (3,951) (23,101) (438) Transaction related costs (3) (46,216) (99,286) (46,214) Share-based compensation expense (139,571) (70,472) (51,383) Gain on sale of assets — 28,140 — Restructuring and impairment (4) (129,459) (56,138) (15,670) Legal settlement — — 39,399 Impairment on assets held for sale — — (18,431) Other (5) (30,372) 1,060 (43,873) Net loss $ (270,448) $ (350,625) $ (258,633) Dividends on preferred shares (41,508) — — Net loss attributable to ordinary shares $ (311,956) $ (350,625) $ (258,633) (1) Reflects mark to market adjustments on financial instruments under Accounting Standards Codification 815, Derivatives and Hedging, ("ASC 815"). Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB 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 Topic 606 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 the fiscal year 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. This also includes the mark to market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (4) Reflects costs related to restructuring and impairment associated with the acquisition of primarily DRG and CPA Global in 2020. This also includes costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on three segments. During 2021, the CPA Global plan continued as well as the addition of the One Clarivate and ProQuest Programs, which were approved restructuring actions to streamline operations within targeted areas of the Company. Additionally, during the year ended December 31, 2021, 2020 and 2019, we incurred impairment charges taken on right-of-use assets of $57,305, $4,771 and $0 respectively, relating to the exit and ceased use of leased properties. (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. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor. In 2019, this includes payments to Thomson Reuters under the Transition Services Agreement. For both 2020 and 2019, this also includes costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in selling, general and administrative costs in our income statement, as well as expenses related to the restructuring and transformation of our business following our separation from Thomson Reuters in 2016 mainly related to the integration of separate business units into one functional organization and enhancements in our technology. These costs were largely wound down by the end of 2020. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of future unconditional purchase obligations | The future unconditional purchase obligations as of December 31, 2021 are as follows: Year ending December 31, 2022 103,602 2023 44,896 2024 32,533 2025 16,606 Thereafter 2,307 Total $ 199,944 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 (3) Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2019 9,506 — 9,506 Expenses recorded 39,917 16,221 56,138 Payments made (25,418) (5,342) (30,760) Noncash items and other adjustments 1,707 (6,404) (4,697) Reserve Balance as of December 31, 2020 25,712 4,475 30,187 Expenses recorded (2) 57,280 72,179 129,459 Payments made (48,782) (11,459) (60,241) Noncash items (5,889) (57,995) (63,884) Reserve Balance as of December 31, 2021 28,322 7,200 35,522 (1) Relates primary to lease exit costs and legal and advisory fees. (2) Severance and related benefit cost includes $4,532 of non-cash adjustments, primarily related to the acceleration of stock based compensation awards. (3) Expenses recorded for Severance and Related Benefit Costs includes the acceleration of equity based awards for severed individuals under the CPA Global Equity Plan. These expenses will be paid in cash and is accounted for as a liability award. The following table is a summary of charges incurred related to the Company's restructuring programs for the year ended December 31, 2021 and 2020 . Year Ended December 31, 2021 2020 Severance and related benefit costs $ 57,280 $ 39,917 Costs associated with exit and disposal activities (1) 11,114 8,526 Costs associated with lease exit costs including impairment (2) 61,065 7,695 Total restructuring and impairment $ 129,459 $ 56,138 (1) Relates primarily to contract exit costs, legal and advisory fees. (2) Relates primary to lease exit costs. |
Defined Contribution Plan Disclosures | December 31, 2021 December 31, 2020 Long-term severance payable $ 8,586 $ 9,608 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 428,430 $ 445,645 $ 442,117 $ 560,702 (Loss) income from operations $ (69,510) $ (63,770) $ 14,375 $ 31,925 Net (loss) income attributable to ordinary shares $ (55,951) $ (131,567) $ 5,993 $ (130,431) Earnings per share: Basic $ (0.09) $ (0.22) $ 0.01 $ (0.20) Diluted (As Revised) $ (0.17) (1) $ (0.22) $ (0.12) (1) $ (0.20) (1) The revision pertains to the treatment of mark-to-market gains within Q1-21 and Q3-21 reported results on the warrants within income attributable to ordinary shareholders and corresponding adjustments to Diluted weighted-average shares outstanding. Refer to the supplemental quarterly table presented below for revised computations. Previously reported Diluted earnings per share for the first quarter and third quarter of 2021 was ($0.09) and $0.01, respectively. The diluted EPS computations for our ordinary shares for each of the quarterly periods presented were calculated as follows (in thousands, except share and per share amounts): 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Diluted EPS Net (loss) income attributable to ordinary shares $ (55,951) $ (131,567) $ 5,993 $ (130,431) Change in fair value of private placement warrants (1) (51,215) — (83,013) — Net loss attributable to ordinary shares, diluted $ (107,166) $ (131,567) $ (77,020) $ (130,431) Denominator: Shares used in computing net loss attributable to per share to ordinary shareholders, basic 602,272,375 611,093,882 634,508,967 654,886,227 Weighted-average effect of potentially dilutive shares to purchase ordinary shares (1) 10,326,289 — 9,393,810 — Diluted weighted-average number of ordinary shares outstanding 612,598,664 611,093,882 643,902,777 654,886,227 Diluted EPS $ (0.17) $ (0.22) $ (0.12) $ (0.20) (1) The revision pertains to the treatment of mark-to-market gains within Q1-21 and Q3-21 reported results on the warrants within income attributable to ordinary shareholders and corresponding adjustments to Diluted weighted-average shares outstanding. 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 240,592 $ 273,500 $ 284,360 $ 455,595 (Loss) income from operations $ (28,308) $ 14,246 $ (12,664) $ (9,621) Net loss attributable to ordinary shares $ (129,633) $ (25,281) $ (181,986) $ (13,725) Earnings per share: Basic $ (0.38) $ (0.07) $ (0.47) $ (0.02) Diluted $ (0.38) $ (0.07) $ (0.47) $ (0.05) |
Background and Nature of Oper_2
Background and Nature of Operations - Sale of Stock (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 01, 2020 USD ($) | Jul. 03, 2020 shares | Sep. 30, 2021 $ / shares shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2020 USD ($) $ / shares shares | Feb. 29, 2020 $ / shares shares | Dec. 31, 2021 segment shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | Jun. 14, 2021 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of reportable segments | segment | 3 | |||||||||
Number of shares issued (in shares) | 25,000,000 | 44,230,768 | 50,400,000 | 27,600,000 | ||||||
Sale of stock, price per share (usd per share) | $ / shares | $ 25.25 | $ 22.50 | $ 20.25 | $ 26 | ||||||
Net proceeds after fees | $ | $ 304,030,000 | |||||||||
Debt face amount | $ | $ 1,600,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 14,375,000 | |||||||||
Net proceeds after fees | $ | $ 1,392,671,000 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 5.25% | |||||||||
Ordinary Shares | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Net proceeds after fees | $ | $ 728,080,000 | |||||||||
CPA Global | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Cash | $ | $ 2,078,084,000 | |||||||||
Shares Issued Percentage of Ownership | 35% | |||||||||
Clarivate | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 28,846,154 | 14,000,000 | ||||||||
Ordinary Shares | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Issuance of ordinary shares, net (in shares) | 257,359,494 | 265,266,278 | 1,597,691 | |||||||
Selling Shareholders | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 15,384,614 | 36,400,000 | ||||||||
Onex | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 18,000,000 | 10,562,882 | 20,821,765 | |||||||
Onex | Ordinary Shares | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Percentage of ownership after transaction | 6.70% | |||||||||
Baring | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 7,000,000 | 4,107,787 | 8,097,354 | |||||||
Baring | Ordinary Shares | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Percentage of ownership after transaction | 2.60% | |||||||||
Directors, Director Nominees, Executive Officers and Other Shareholders | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 713,945 | 7,480,881 | ||||||||
Over-Allotment Option | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 5,769,230 | 2,400,000 | ||||||||
Maximum number of shares available to be issued (in shares) | 7,200,000 | |||||||||
Number of shares expired (in shares) | 4,800,000 | |||||||||
Over-Allotment Option | Series A Preferred Stock [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 1,875,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash and Concentration of credit risk (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 USD ($) number_of_customer | Dec. 31, 2020 USD ($) | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||
Restricted cash | $ | $ 156,734 | $ 14,678 | |
Number of largest customers | number_of_customer | 10 | ||
Revenue | Customer Concentration Risk | Ten Largest Customers | |||
Summary of Significant Accounting Policies | |||
Revenue from contract with customer | 9% | 6% | 5% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Other Information (Details) | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) reporting_unit number_of_customer | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jan. 01, 2020 USD ($) | Oct. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |
Summary of Significant Accounting Policies | ||||||
Number of reporting units | reporting_unit | 5 | |||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | |||
Percentage payment of calculated tax savings to pre-business combination equity holders | 85% | |||||
Impact of adoption of standard on Accumulated deficit | $ (11,925,869,000) | (9,034,790,000) | (1,248,599,000) | $ (1,050,607,000) | ||
Goodwill, Written off Related to Sale of Business Unit | (9,129,000) | |||||
Number of largest customers | number_of_customer | 10 | |||||
Accumulated Deficit | ||||||
Summary of Significant Accounting Policies | ||||||
Impact of adoption of standard on Accumulated deficit | $ 1,604,461,000 | 1,250,838,000 | $ 890,894,000 | $ 632,261,000 | ||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||||
Summary of Significant Accounting Policies | ||||||
Impact of adoption of standard on Accumulated deficit | $ 10,097,000 | |||||
Subscription revenues | ||||||
Summary of Significant Accounting Policies | ||||||
Revenue, period of recognition | 1 year | |||||
Term Loan Facility | ||||||
Summary of Significant Accounting Policies | ||||||
Aggregate principal amount | $ 2,818,800,000 | $ 2,847,400,000 | $ 900,000,000 | |||
Minimum | ||||||
Summary of Significant Accounting Policies | ||||||
Domain registration period | 1 year | |||||
Maximum | ||||||
Summary of Significant Accounting Policies | ||||||
Domain registration period | 2 years | |||||
Maximum | Foreign exchange forward | ||||||
Summary of Significant Accounting Policies | ||||||
Term of contract | 180 days | |||||
Software Development | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 5 years | |||||
Purchased software | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 3 years | |||||
Customer relationships | Minimum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 2 years | |||||
Customer relationships | Maximum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 23 years | |||||
Databases and content | Minimum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 2 years | |||||
Databases and content | Maximum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 20 years | |||||
Non-compete agreements | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 5 years | |||||
Backlog | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 4 years | |||||
Developed technology | Minimum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 3 years | |||||
Developed technology | Maximum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 14 years | |||||
Trade names | Minimum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 2 years | |||||
Trade names | Maximum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 18 years | |||||
Content | Minimum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 2 years | |||||
Content | Maximum | ||||||
Summary of Significant Accounting Policies | ||||||
Intangible assets estimated useful lives | 5 years | |||||
Computer hardware | ||||||
Summary of Significant Accounting Policies | ||||||
Property, plant and equipment estimated useful lives | 3 years | |||||
Furniture, fixtures and equipment | Minimum | ||||||
Summary of Significant Accounting Policies | ||||||
Property, plant and equipment estimated useful lives | 5 years | |||||
Furniture, fixtures and equipment | Maximum | ||||||
Summary of Significant Accounting Policies | ||||||
Property, plant and equipment estimated useful lives | 7 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 01, 2021 USD ($) shares | Mar. 05, 2021 USD ($) shares | Oct. 01, 2020 USD ($) shares | Feb. 28, 2020 USD ($) | Aug. 15, 2019 | May 13, 2019 USD ($) $ / shares shares | Mar. 31, 2021 shares | Mar. 05, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Business Acquisition [Line Items] | |||||||||||||
Conversion ratio | 1 | ||||||||||||
Goodwill increase (decrease) purchase accounting adjustments | $ 1,945,786,000 | $ 4,501,894,000 | |||||||||||
Jersey | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration | $ 3,052,500,000 | ||||||||||||
Newly issued ordinary shares (in shares) | shares | 305,250,000 | ||||||||||||
Newly issued shares value (in dollars per share) | $ / shares | $ 10 | ||||||||||||
Percentage of ownership acquired | 74% | ||||||||||||
Warrants excluded from ownership calculation | shares | 52,800,000 | ||||||||||||
Compensatory options issued, excluded from ownership calculation | shares | 24,806,793 | ||||||||||||
Ordinary shares owned by sponsor, excluded from ownership calculation | shares | 10,600,000 | ||||||||||||
Jersey | Company Owners | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Newly issued ordinary shares (in shares) | shares | 217,500,000 | ||||||||||||
Clarivate stock to be issued | $ 2,175,000,000 | ||||||||||||
Percentage of ownership after transaction | 60% | ||||||||||||
Jersey | Churchill Public Shareholders | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Newly issued ordinary shares (in shares) | shares | 68,999,999 | ||||||||||||
Clarivate stock to be issued | $ 690,000,000 | ||||||||||||
Jersey | Churchill Sponsor LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration | $ 187,500,000 | ||||||||||||
Newly issued ordinary shares (in shares) | shares | 17,250,000 | ||||||||||||
Jersey | Certain Investors | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Newly issued ordinary shares (in shares) | shares | 1,500,000 | ||||||||||||
Jersey | Clarivate | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Conversion ratio | 132.13667 | ||||||||||||
Jersey | Churchill Sponsor LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of ownership acquired | 26% | ||||||||||||
ProQuest | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration | $ 5,046,848,000 | ||||||||||||
Newly issued ordinary shares (in shares) | shares | 46,910,923 | ||||||||||||
Clarivate stock to be issued | $ 1,094,901,000 | ||||||||||||
Percentage of ownership acquired | 100% | ||||||||||||
Purchase price, net of cash | $ 4,994,334,000 | ||||||||||||
Cash acquired | 52,514,000 | ||||||||||||
Cash consideration | 3,951,947,000 | ||||||||||||
Liabilities incurred | $ 917,491,000 | ||||||||||||
Pro forma net loss attributable to the Company's shareholders | (175,418,000) | (545,512,000) | |||||||||||
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 | 62,950,000 | ||||||||||||
ProQuest | Undrawn bridge commitment fees | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Pro forma net loss attributable to the Company's shareholders | $ 55,000,000 | ||||||||||||
CPA Global | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration | $ 8,643,561,000 | ||||||||||||
Newly issued ordinary shares (in shares) | shares | 210,357,918 | 1,500,000 | |||||||||||
Clarivate stock to be issued | $ 6,565,477,000 | ||||||||||||
Percentage of ownership acquired | 100% | ||||||||||||
Purchase price, net of cash | $ 8,540,886,000 | ||||||||||||
Cash acquired | 102,675,000 | ||||||||||||
Cash consideration | 2,078,084,000 | ||||||||||||
Transaction costs | $ 23,000 | 37,164,000 | |||||||||||
Pro forma net loss attributable to the Company's shareholders | (374,440,000) | $ (403,653,000) | |||||||||||
Equity Holdback Consideration | $ 46,485,000 | ||||||||||||
Shares Issued Percentage of Ownership | 35% | ||||||||||||
Stock issued | shares | 210,357,918 | ||||||||||||
Goodwill increase (decrease) purchase accounting adjustments | $ (26,886,000) | ||||||||||||
CPA Global | Interest rate swap asset | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Loss on contract termination | $ 22,262,000 | ||||||||||||
CPA Global | Revolving Credit Facility | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Long-term Debt | $ 2,055,822,000 | ||||||||||||
CPA Global | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Newly issued ordinary shares (in shares) | shares | 218,306,663 | ||||||||||||
Issuance of ordinary shares, net (in shares) | shares | 218,183,778 | ||||||||||||
CPA Global | Acquisition-related transaction costs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Pro forma net loss attributable to the Company's shareholders | 71,103,000 | ||||||||||||
CPA Global | Leonard Green and Partners, LP | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stock issued | shares | 6,325,860 | ||||||||||||
Decision Resources Group | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration | $ 964,997,000 | ||||||||||||
Newly issued ordinary shares (in shares) | shares | 2,895,638 | 2,895,638 | 2,895,638 | ||||||||||
Clarivate stock to be issued | $ 61,619,000 | ||||||||||||
Percentage of ownership acquired | 100% | ||||||||||||
Cash consideration | $ 900,000,000 | ||||||||||||
Goodwill deductible amount | 0 | ||||||||||||
Transaction costs | 47,068,000 | ||||||||||||
Pro forma net loss attributable to the Company's shareholders | (335,749,000) | $ (304,846,000) | |||||||||||
Adjusted closing cash | 6,100,000 | ||||||||||||
Contingent consideration | $ 58,897,000 | 86,029,000 | |||||||||||
Increase (decrease) in contingent consideration | $ (24,194,000) | 27,132,000 | |||||||||||
Goodwill increase (decrease) purchase accounting adjustments | $ 314,000 | $ (1,804,000) | |||||||||||
Decision Resources Group | Acquisition-related transaction costs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Pro forma net loss attributable to the Company's shareholders | $ 26,348,000 |
Business Combinations - Purchas
Business Combinations - Purchase Price Composition (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 01, 2021 | Oct. 01, 2020 | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||||
Share price (in dollars per share) | $ 23.34 | ||||||
Restricted cash | $ 156,734 | $ 14,678 | $ 9 | $ 9 | |||
ProQuest | |||||||
Business Acquisition [Line Items] | |||||||
Newly issued ordinary shares (in shares) | 46,910,923 | ||||||
Issuance of shares | $ 1,094,901 | ||||||
Cash consideration | 3,951,947 | ||||||
Total purchase price | 5,046,848 | ||||||
Cash acquired | 52,514 | ||||||
Total purchase price, net of cash acquired | 4,994,334 | ||||||
Base cash consideration | 3,988,000 | ||||||
Working capital adjustments | 31,661 | ||||||
Closing indebtedness adjustments | 36,618 | ||||||
Closing cash consideration | 32,225 | ||||||
Restricted cash | $ 1,957 | ||||||
CPA Global | |||||||
Business Acquisition [Line Items] | |||||||
Newly issued ordinary shares (in shares) | 210,357,918 | 1,500,000 | |||||
Issuance of shares | $ 6,565,477 | ||||||
Cash consideration | 2,078,084 | ||||||
Total purchase price | 8,643,561 | ||||||
Cash acquired | 102,675 | ||||||
Total purchase price, net of cash acquired | 8,540,886 | ||||||
Restricted cash | $ 3,400 |
Business Combinations - Revenue
Business Combinations - Revenue and Net Loss Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
ProQuest | ||
Business Acquisition [Line Items] | ||
Revenues, net | $ 80,418 | |
Net income attributable to the Company's shareholders | $ 3,000 | |
CPA Global | ||
Business Acquisition [Line Items] | ||
Revenues, net | $ 157,504 | |
Net income attributable to the Company's shareholders | (39,985) | |
Deferred revenue haircut | 15,297 | |
Decision Resources Group | ||
Business Acquisition [Line Items] | ||
Revenues, net | 186,428 | |
Net income attributable to the Company's shareholders | 4,999 | |
Deferred revenue haircut | $ 7,157 |
Business Combinations - Purch_2
Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 01, 2021 | Oct. 01, 2020 | Feb. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 7,904,863 | $ 6,042,964 | $ 1,328,045 | ||||
Restricted cash | 156,734 | $ 14,678 | $ 9 | $ 9 | |||
ProQuest | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 113,492 | ||||||
Prepaid expenses | 22,254 | ||||||
Other current assets | 23,704 | ||||||
Property and equipment, net | 62,307 | ||||||
Other intangible assets | 3,534,742 | $ 3,534,742 | |||||
Deferred income taxes | 3,512 | ||||||
Other non-current assets | 17,955 | ||||||
Operating lease right-of-use assets | 28,429 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | 3,806,395 | ||||||
Accounts payable | 17,100 | ||||||
Accrued expenses and other current liabilities | 136,811 | ||||||
Current portion of long-term debt | 1,072 | ||||||
Current portion of deferred revenue | 335,234 | ||||||
Current portion of operating lease liabilities | 7,960 | ||||||
Long-term debt | 33,362 | ||||||
Deferred income taxes | 58,605 | ||||||
Non-current portion of deferred revenue | 6,799 | ||||||
Other non-current liabilities | 89,217 | ||||||
Operating lease liabilities | 23,085 | ||||||
Total liabilities | 709,245 | ||||||
Fair value of acquired identifiable assets and liabilities | 3,097,150 | ||||||
Purchase price, net of cash | 4,994,334 | ||||||
Goodwill | 1,897,184 | ||||||
Cash acquired | 52,514 | ||||||
Restricted cash | 1,957 | ||||||
Valued intangible assets | 3,528,000 | ||||||
Intangible assets under construction | $ 6,742 | ||||||
Decision Resources Group | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 52,193 | ||||||
Prepaid expenses | 4,295 | ||||||
Other current assets | 68,001 | ||||||
Property and equipment, net | 4,136 | ||||||
Other intangible assets | 491,366 | ||||||
Other non-current assets | 2,960 | ||||||
Operating lease right-of-use assets | 25,099 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | 648,050 | ||||||
Accounts payable | 3,474 | ||||||
Accrued expenses and other current liabilities | 88,561 | ||||||
Current portion of deferred revenue | 35,126 | ||||||
Current portion of operating lease liabilities | 5,188 | ||||||
Deferred income taxes | 49,403 | ||||||
Non-current portion of deferred revenue | 936 | ||||||
Operating lease liabilities | 20,341 | ||||||
Total liabilities | 203,029 | ||||||
Fair value of acquired identifiable assets and liabilities | 445,021 | ||||||
Goodwill | 499,199 | ||||||
CPA Global | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 380,259 | ||||||
Prepaid expenses | 27,437 | ||||||
Other current assets | 38,784 | ||||||
Property and equipment, net | 13,290 | ||||||
Other intangible assets | 4,920,317 | ||||||
Deferred income taxes | 19,310 | ||||||
Other non-current assets | 8,403 | ||||||
Operating lease right-of-use assets | 30,649 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | 5,438,449 | ||||||
Accounts payable | 53,791 | ||||||
Accrued expenses and other current liabilities | 284,353 | ||||||
Current portion of deferred revenue | 181,365 | ||||||
Current portion of operating lease liabilities | 7,738 | ||||||
Deferred income taxes | 291,869 | ||||||
Non-current portion of deferred revenue | 16,771 | ||||||
Other non-current liabilities | 24,307 | ||||||
Operating lease liabilities | 23,615 | ||||||
Total liabilities | 883,809 | ||||||
Fair value of acquired identifiable assets and liabilities | 4,554,640 | ||||||
Purchase price, net of cash | 8,540,886 | ||||||
Goodwill | 3,986,246 | ||||||
Cash acquired | 102,675 | ||||||
Restricted cash | 3,400 | ||||||
Buyer-specific synergy goodwill | $ 942,201 | ||||||
DRG | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, net of cash | 944,220 | ||||||
Goodwill | $ (499,199) |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 01, 2021 | Oct. 01, 2020 | Feb. 28, 2020 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years 1 month 6 days | |||
Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | |||
Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 23 years | |||
Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 22 years 1 month 13 days | |||
Databases and content | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years 2 months 4 days | |||
Trade names | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years 7 months 2 days | |||
Backlog | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | |||
ProQuest | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 3,528,000 | |||
ProQuest | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 2,773,000 | |||
ProQuest | Customer relationships | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years | |||
ProQuest | Customer relationships | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 23 years | |||
ProQuest | Technology & databases | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 709,300 | |||
ProQuest | Technology & databases | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||
ProQuest | Technology & databases | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years | |||
ProQuest | Trade names | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 45,700 | |||
ProQuest | Trade names | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |||
ProQuest | Trade names | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
Decision Resources Group | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 487,400 | |||
Decision Resources Group | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 381,000 | |||
Decision Resources Group | Customer relationships | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
Decision Resources Group | Customer relationships | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 21 years | |||
Decision Resources Group | Databases and content | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 50,200 | |||
Decision Resources Group | Databases and content | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |||
Decision Resources Group | Databases and content | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||
Decision Resources Group | Trade names | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 5,200 | |||
Decision Resources Group | Trade names | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | |||
Decision Resources Group | Trade names | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||
Decision Resources Group | Purchased software | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 23,000 | |||
Decision Resources Group | Purchased software | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |||
Decision Resources Group | Purchased software | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |||
Decision Resources Group | Backlog | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 28,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | |||
CPA Global | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 4,920,317 | |||
CPA Global | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 4,643,306 | |||
CPA Global | Customer relationships | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years | |||
CPA Global | Customer relationships | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 23 years | |||
CPA Global | Technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 266,224 | |||
CPA Global | Technology | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | |||
CPA Global | Technology | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | |||
CPA Global | Trade names | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 10,787 | |||
CPA Global | Trade names | Minimum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |||
CPA Global | Trade names | Maximum | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
ProQuest | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Pro forma revenues, net | $ 2,702,984 | $ 2,116,947 | |
Pro forma net loss attributable to the Company's shareholders | $ (175,418) | (545,512) | |
CPA Global | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Pro forma revenues, net | 1,708,486 | $ 1,498,485 | |
Pro forma net loss attributable to the Company's shareholders | (374,440) | (403,653) | |
Decision Resources Group | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Pro forma revenues, net | 1,284,419 | 1,174,295 | |
Pro forma net loss attributable to the Company's shareholders | $ (335,749) | $ (304,846) |
Business Combinations - Measure
Business Combinations - Measurement Period Adjustments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,945,786 | $ 4,501,894 |
CPA Global | ||
Business Acquisition [Line Items] | ||
Fair value of acquired identifiable assets and liabilities | (27,551) | |
Purchase price, net of cash | (665) | |
Goodwill | (26,886) | |
CPA Global | Accounts Payable | ||
Business Acquisition [Line Items] | ||
Financial liabilities | 290 | |
CPA Global | Accrued Liabilities | ||
Business Acquisition [Line Items] | ||
Financial liabilities | 49,164 | |
Financial liabilities, valuation change | 61,000 | |
Financial Liabilities, valuation change of accruals for others | 11,836 | |
CPA Global | Short-term Contract with Customer | ||
Business Acquisition [Line Items] | ||
Financial liabilities | (989) | |
CPA Global | Long-term Contract with Customer | ||
Business Acquisition [Line Items] | ||
Financial liabilities | 15 | |
CPA Global | Deferred Income Tax Charge | ||
Business Acquisition [Line Items] | ||
Financial liabilities | 13,405 | |
CPA Global | Liabilities, Total | ||
Business Acquisition [Line Items] | ||
Financial liabilities | (37,023) | |
CPA Global | Deferred Income Tax Net | ||
Business Acquisition [Line Items] | ||
Financial liabilities | 13,405 | |
CPA Global | Accounts Receivable | ||
Business Acquisition [Line Items] | ||
Financial assets | 7,135 | |
Financial assets, valuation change | 9,306 | |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets, Valuation Decrease | 2,171 | |
CPA Global | Prepaid Expenses and Other Current Assets | ||
Business Acquisition [Line Items] | ||
Financial assets | (158) | |
CPA Global | Other current assets | ||
Business Acquisition [Line Items] | ||
Financial assets | (370) | |
CPA Global | Property, Plant and Equipment | ||
Business Acquisition [Line Items] | ||
Financial assets | 1,002 | |
CPA Global | Noncurrent assets | ||
Business Acquisition [Line Items] | ||
Financial assets | 1,123 | |
CPA Global | Assets, Total | ||
Business Acquisition [Line Items] | ||
Financial assets | $ (9,472) |
Assets Held for Sale and Dive_2
Assets Held for Sale and Divested Operations (Details) - USD ($) | 12 Months Ended | ||||
Nov. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | ||
Goodwill written off | 9,129,000 | ||||
Net proceeds received excluded Cash and cash equivalents and Restricted cash | 4,297,000 | 41,398,000 | 0 | ||
Impairment of Long-Lived Assets to be Disposed of | 18,431,000 | ||||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ 0 | $ 0 | 384,000 | ||
Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase price | $ 3,751,000 | ||||
Impairment of intangible assets | 17,967,000 | ||||
Goodwill, impairment loss | $ 468,000 | ||||
Discontinued Operations, Disposed of by Sale | Techstreet Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase price | $ 42,832,000 | ||||
Consideration held in escrow | 4,300,000 | ||||
Goodwill written off | 9,129,000 | ||||
Net gain on sale | 28,140,000 | ||||
Transaction costs | 115,000 | ||||
Intangible Assets, Written off Related to Sale of Business Unit | $ 10,179,000 |
Assets Held for Sale and Dive_3
Assets Held for Sale and Divested Operations - Summary of Assets and Liabilities Held for Sale Related to Divestment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 06, 2020 | Jan. 01, 2020 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 430,879 | $ 257,730 | $ 76,130 | $ 25,575 | ||
Increase (Decrease) in Prepaid Expense | (2,744) | (5,742) | 10,224 | |||
Increase (Decrease) in Other Noncurrent Assets | (27,702) | (45,678) | 975 | |||
Increase (Decrease) Operating Lease Right Of Use Assets | $ (3,363) | $ (5,329) | $ (11,365) | |||
Brand Protection, AntiPiracy, and AntiFraud Solutions | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price | $ 3,751 | |||||
Techstreet Business | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price | $ 42,832 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||||
Accounts Receivable, Allowance for Credit Loss Roll Forward | The activity in our accounts receivable allowance consists of the following for the years ended December 31, 2021, 2020 and 2019, respectively: Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 8,745 $ 16,511 $ 14,076 Additional provisions 6,096 4,339 4,662 Write-offs (7,951) (22,205) (2,321) Opening balance sheet adjustment related to ASU 2016 -13 adoption — 10,097 — Exchange differences (177) 3 94 Balance at the end of year $ 6,713 $ 8,745 $ 16,511 | |||
Balance at beginning of year | $ 8,745 | $ 16,511 | $ 14,076 | |
Additional provisions | 6,096 | 4,339 | 4,662 | |
Write-offs | 7,951 | 22,205 | 2,321 | |
Opening balance sheet adjustment related to ASU 2016 -13 adoption | 0 | 10,097 | 0 | |
Exchange differences | (177) | 3 | 94 | |
Balance at end of year | 6,713 | 8,745 | 16,511 | |
Accounts Receivable, before Allowance for Credit Loss, Current | 913,141 | 746,478 | ||
Accounts receivable, net of allowance of $6,713 and $8,745 at December 31, 2021 and December 31, 2020, respectively | $ 906,428 | $ 737,733 | $ 333,858 | $ 331,295 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 USD ($) contract | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of finance lease contracts | contract | 1 | ||
Operating Lease, Liability | $ 126,132 | ||
Sublease Income | 3,115 | $ 2,023 | $ 0 |
Rent expense | $ 28,817 | $ 24,438 | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities | Other Liabilities | |
Operating Lease Restoration, Liability | $ 1,392 | $ 4,396 | |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term | 10 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease assets, net | $ 86,027 | $ 132,356 |
Finance lease assets, net | 30,560 | 0 |
Total lease assets | 116,587 | 132,356 |
Current | ||
Operating lease liabilities | 32,177 | 35,455 |
Finance lease liabilities | 1,977 | 0 |
Non-current | ||
Operating lease liabilities | 93,955 | 104,324 |
Finance lease liabilities | 28,858 | 0 |
Lease, Liability | 156,967 | 139,779 |
Operating lease assets, accumulated amortization | 26,354 | $ 23,189 |
Finance lease assets, accumulated amortization | $ 978 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt | Current portion of long-term debt |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net of current portion and debt issuance costs | Long-term debt, net of current portion and debt issuance costs |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost | ||
Amortization of right-of-use assets | $ 1,291 | $ 0 |
Interest on lease liabilities | 98 | 0 |
Operating lease cost | 28,817 | 24,438 |
Short-term lease cost | 805 | 701 |
Variable lease cost | 1,344 | 1,317 |
Total lease cost | $ 32,355 | $ 26,456 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flow, Lessee [Abstract] | |||
Operating cash flows from operating leases | $ 63,777 | $ 31,841 | |
Operating cash flows for finance leases | 98 | 0 | |
Financing cash flows for finance leases | 158 | 0 | $ 0 |
Right-of-use assets obtained in exchange for lease obligations | |||
Operating leases | 13,387 | 8,542 | |
Finance leases | $ 29,878 | $ 0 | |
Weighted-average remaining lease term | |||
Operating leases | 4 years | 6 years | |
Finance leases | 2 years | ||
Weighted-average discount rate | |||
Operating leases | 4.40% | 5.20% | |
Finance leases | 3.80% |
Leases - Future Lease Payments
Leases - Future Lease Payments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
2022 | $ 35,801 |
2023 | 27,730 |
2024 | 23,876 |
2025 | 16,913 |
2026 | 11,969 |
2027 & Thereafter | 28,308 |
Total lease commitments | 144,597 |
Less imputed interest | (18,465) |
Total | 126,132 |
Finance Leases | |
2022 | 3,114 |
2023 | 29,411 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 & Thereafter | 0 |
Total lease commitments | 32,525 |
Less imputed interest | (1,690) |
Total | $ 30,835 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Capital office leases - finance lease asset | $ 30,560 | $ 0 | |
Total property and equipment, gross | 124,691 | 73,068 | |
Accumulated depreciation | (40,842) | (36,801) | |
Total property and equipment, net | 83,849 | 36,267 | |
Depreciation | 13,996 | 12,709 | $ 9,181 |
Impairment of Leasehold | 5,491 | ||
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 45,510 | 38,253 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 11,578 | 21,614 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 34,709 | 13,201 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | $ 2,334 | $ 0 |
Other Intangible Assets, net _3
Other Intangible Assets, net and Goodwill - Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 11,680,513 | $ 8,153,014 |
Finite-lived intangible assets, Accumulated Amortization | (1,449,476) | (943,909) |
Finite-lived intangible assets, Net | 10,231,037 | 7,209,105 |
Indefinite-lived intangible assets | 161,317 | |
Total intangible assets, Gross | 11,841,830 | 8,314,259 |
Total intangible assets, Net | 10,392,354 | 7,370,350 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 161,317 | 161,245 |
Customer relationships | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 8,279,079 | 5,598,175 |
Finite-lived intangible assets, Accumulated Amortization | (514,828) | (261,350) |
Finite-lived intangible assets, Net | 7,764,251 | 5,336,825 |
Databases and content | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 2,577,131 | 1,848,041 |
Finite-lived intangible assets, Accumulated Amortization | (590,998) | (464,683) |
Finite-lived intangible assets, Net | 1,986,133 | 1,383,358 |
Computer software | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 733,106 | 658,976 |
Finite-lived intangible assets, Accumulated Amortization | (320,096) | (209,611) |
Finite-lived intangible assets, Net | 413,010 | 449,365 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 62,093 | 18,606 |
Finite-lived intangible assets, Accumulated Amortization | (10,503) | (2,360) |
Finite-lived intangible assets, Net | 51,590 | 16,246 |
Backlog | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 29,104 | 29,216 |
Finite-lived intangible assets, Accumulated Amortization | (13,051) | (5,905) |
Finite-lived intangible assets, Net | $ 16,053 | $ 23,311 |
Other Intangible Assets, net _4
Other Intangible Assets, net and Goodwill - Other Intangibles Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 06, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | |
Goodwill [Line Items] | ||||||
Indefinite-lived intangible assets | $ 161,317 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years 1 month 6 days | |||||
Amortization of intangible assets | $ 523,819 | $ 290,441 | $ 191,361 | |||
Minimum | ||||||
Goodwill [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | |||||
Maximum | ||||||
Goodwill [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 23 years | |||||
Customer First Now | ||||||
Goodwill [Line Items] | ||||||
Asset acquisition, consideration transferred | $ 6,446 | |||||
Increase in intangible assets | $ 6,446 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 8 months 12 days | |||||
Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | ||||||
Goodwill [Line Items] | ||||||
Purchase price | $ 3,751 | |||||
Impairment of intangible assets | $ 17,967 | |||||
Discontinued Operations, Disposed of by Sale | Techstreet Business | ||||||
Goodwill [Line Items] | ||||||
Purchase price | $ 42,832 | |||||
Consideration held in escrow | 4,300 | |||||
Net gain on sale | 28,140 | |||||
Transaction costs | 115 | |||||
Intangible Assets, Written off Related to Sale of Business Unit | $ 10,179 | |||||
Customer relationships | ||||||
Goodwill [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 22 years 1 month 13 days | |||||
Computer software | ||||||
Goodwill [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years 14 days | |||||
Computer software | Customer First Now | ||||||
Goodwill [Line Items] | ||||||
Increase in intangible assets | $ 1,000 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |||||
Databases and content | ||||||
Goodwill [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years 2 months 4 days | |||||
Trade names | ||||||
Goodwill [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years 7 months 2 days | |||||
Database Rights | Customer First Now | ||||||
Goodwill [Line Items] | ||||||
Increase in intangible assets | $ 5,446 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||
Trade names | ||||||
Goodwill [Line Items] | ||||||
Indefinite-lived intangible assets | $ 161,317 | $ 161,245 |
Other Intangible Assets, net _5
Other Intangible Assets, net and Goodwill - Remaining Weighted-Average Amortization Period (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years 1 month 6 days |
Minimum | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years |
Maximum | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 23 years |
Customer relationships | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 22 years 1 month 13 days |
Databases and content | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years 2 months 4 days |
Computer software | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years 14 days |
Trade names | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years 7 months 2 days |
Backlog | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years |
Other Intangible Assets, net _6
Other Intangible Assets, net and Goodwill - Estimated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 656,866 | |
2021 | 621,902 | |
2022 | 592,265 | |
2023 | 575,082 | |
2024 | 565,370 | |
Finite-lived intangible assets | 7,153,309 | |
Finite-lived intangible assets | 10,164,794 | |
Internally Developed Software Project In Process | 66,243 | |
Finite-lived intangible assets, Net | 10,231,037 | $ 7,209,105 |
Indefinite-lived intangible assets | 161,317 | |
Total intangible assets, Net | $ 10,392,354 | $ 7,370,350 |
Other Intangible Assets, net _7
Other Intangible Assets, net and Goodwill - Change in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $ 6,042,964 | $ 1,328,045 | |
Divestiture | (9,129) | ||
Impact of foreign currency fluctuations and other | (83,887) | 222,154 | |
Goodwill, Ending Balance | 7,904,863 | 6,042,964 | |
Decrease to goodwill, purchase accounting adjustments | (1,945,786) | (4,501,894) | |
CPA Global | |||
Goodwill [Line Items] | |||
Decrease to goodwill, purchase accounting adjustments | 26,886 | ||
IncoPat | |||
Goodwill [Line Items] | |||
Decrease to goodwill, purchase accounting adjustments | 136 | ||
Discontinued Operations, Disposed of by Sale | Techstreet Business | |||
Goodwill [Line Items] | |||
Divestiture | $ (9,129) | ||
IP Segment | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 3,920,228 | 418,127 | |
Divestiture | (9,129) | ||
Impact of foreign currency fluctuations and other | (82,275) | 221,547 | |
Goodwill, Ending Balance | 3,864,975 | 3,920,228 | |
Decrease to goodwill, purchase accounting adjustments | (27,022) | (3,289,683) | |
Academia & Government Group | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 1,077,555 | 719,140 | |
Impact of foreign currency fluctuations and other | (924) | 607 | |
Goodwill, Ending Balance | 2,862,625 | 1,077,555 | |
Decrease to goodwill, purchase accounting adjustments | (1,785,994) | (357,808) | |
Life Sciences and Healthcare Group | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 1,045,181 | 190,778 | |
Impact of foreign currency fluctuations and other | (688) | 0 | |
Goodwill, Ending Balance | 1,177,263 | 1,045,181 | |
Decrease to goodwill, purchase accounting adjustments | $ (132,770) | $ (854,403) |
Other Intangible Assets, net _8
Other Intangible Assets, net and Goodwill - Goodwill Narrative (Details) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||
Nov. 06, 2020 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 USD ($) | Dec. 31, 2021 USD ($) reporting_unit | Dec. 31, 2020 USD ($) | Dec. 22, 2021 USD ($) | Dec. 01, 2021 USD ($) | Aug. 03, 2021 USD ($) | Nov. 23, 2020 USD ($) | Oct. 26, 2020 USD ($) | Oct. 01, 2020 USD ($) | Feb. 28, 2020 USD ($) | Jan. 01, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Goodwill [Line Items] | ||||||||||||||
Accumulated impairment loss | $ 0 | |||||||||||||
Number of reporting units | reporting_unit | 5 | |||||||||||||
Goodwill | $ 7,904,863 | $ 6,042,964 | $ 1,328,045 | |||||||||||
Goodwill written off | 9,129 | |||||||||||||
Decrease to goodwill, purchase accounting adjustments | (1,945,786) | (4,501,894) | ||||||||||||
Academia & Government Group | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | 2,862,625 | 1,077,555 | 719,140 | |||||||||||
Decrease to goodwill, purchase accounting adjustments | (1,785,994) | (357,808) | ||||||||||||
Buyer-specific synergy goodwill | $ 357,808 | |||||||||||||
Life Sciences and Healthcare Group | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | 1,177,263 | 1,045,181 | 190,778 | |||||||||||
Decrease to goodwill, purchase accounting adjustments | (132,770) | (854,403) | ||||||||||||
Buyer-specific synergy goodwill | 355,204 | |||||||||||||
IP Segment | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | 3,864,975 | 3,920,228 | $ 418,127 | |||||||||||
Goodwill written off | 9,129 | |||||||||||||
Decrease to goodwill, purchase accounting adjustments | (27,022) | $ (3,289,683) | ||||||||||||
Buyer-specific synergy goodwill | 229,189 | |||||||||||||
Patient Connect | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | $ (8,502) | |||||||||||||
ProQuest | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | $ 1,897,184 | |||||||||||||
ProQuest | Life Science and Healthcare Group | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | $ 132,826 | |||||||||||||
BioInfogate | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | $ (13,078) | |||||||||||||
Hanlim IPS | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | $ (2,861) | |||||||||||||
IncoPat | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | $ (40,610) | |||||||||||||
Decrease to goodwill, purchase accounting adjustments | 136 | |||||||||||||
CPA Global | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | 3,986,246 | |||||||||||||
Decrease to goodwill, purchase accounting adjustments | $ 26,886 | |||||||||||||
Buyer-specific synergy goodwill | $ 942,201 | |||||||||||||
Decision Resources Group | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | $ 499,199 | |||||||||||||
Decrease to goodwill, purchase accounting adjustments | $ (314) | $ 1,804 | ||||||||||||
DRG | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Goodwill | $ (499,199) | |||||||||||||
Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Purchase price | $ 3,751 | |||||||||||||
Discontinued Operations, Disposed of by Sale | Techstreet Business | ||||||||||||||
Goodwill [Line Items] | ||||||||||||||
Purchase price | $ 42,832 | |||||||||||||
Goodwill written off | $ 9,129 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
May 01, 2019 | Mar. 31, 2021 | Apr. 30, 2019 | Feb. 28, 2018 | Apr. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Derivative Instruments | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 1,737 | $ 0 | $ 978 | |||||||
Derivative, Fixed Interest Rate | 1.695% | 1.695% | 2.183% | |||||||
LIBOR | ||||||||||
Derivative Instruments | ||||||||||
Derivative, Basis Spread on Variable Rate | 1% | 0% | ||||||||
Interest rate swap asset | ||||||||||
Derivative Instruments | ||||||||||
Interest payments | $ 100,000 | $ 350,000 | $ 50,000 | $ 50,000 | $ 300,000 | |||||
Forward contracts asset | 1,957 | |||||||||
Interest rate swap liability | $ 5,159 | $ 5,159 | ||||||||
Foreign exchange forward | ||||||||||
Derivative Instruments | ||||||||||
Forward contracts asset | 8,574 | 2,205 | 8,574 | |||||||
Interest rate swap liability | 106 | $ 641 | 106 | |||||||
Foreign exchange forward | Maximum | ||||||||||
Derivative Instruments | ||||||||||
Term of contract | 180 days | |||||||||
Foreign Exchange Contract | ||||||||||
Derivative Instruments | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ (6,904) | 20,805 | $ 0 | |||||||
Notional values | $ 354,751 | $ 216,748 | $ 354,751 | |||||||
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 Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of the period | $ 9,034,790 | $ 1,248,599 | $ 1,050,607 |
Other Comprehensive Income (Loss), Net of Tax | (165,627) | 497,261 | (10,237) |
Balance at end of the period | 11,925,869 | 9,034,790 | 1,248,599 |
AOCI (net of tax) related to cash flow hedges | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of the period | (3,756) | (2,778) | 3,644 |
Other Comprehensive Income (Loss), Net of Tax | 3,360 | (4,432) | (7,107) |
Balance at end of the period | 2,637 | (3,756) | (2,778) |
AOCI (net of tax) related to cash flow hedges | Amount reclassified out of Other comprehensive income (loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Other Comprehensive Income (Loss), Net of Tax | $ 3,033 | $ 3,454 | $ 685 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | |
Fair Value Measurements | ||||
Impairment of Long-Lived Assets to be Disposed of | $ 18,431 | |||
Tax benefits | $ (8,480) | $ (30,620) | (751) | |
Impairment charge on right-of-use assets | 57,305 | 4,771 | $ 0 | |
Lease termination fees | 3,325 | 2,384 | ||
Recurring | ||||
Fair Value Measurements | ||||
Employee Phantom Share Receivable Liabilities, Fair Value Disclosure | 152,422 | 57,752 | ||
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | |||
Contingent stock liability | 130,594 | |||
Total | 380,902 | 506,755 | ||
Assets, Fair Value Disclosure | 4,162 | 8,574 | ||
Warrant Liability, Fair Value Disclosure | 227,839 | 312,751 | ||
Foreign exchange forward | ||||
Fair Value Measurements | ||||
Interest rate swap liability | 641 | 106 | ||
Forward contracts asset | $ 2,205 | 8,574 | ||
Foreign exchange forward | Maximum | ||||
Fair Value Measurements | ||||
Term of contract | 180 days | |||
Foreign exchange forward | Recurring | ||||
Fair Value Measurements | ||||
Foreign Currency Contract, Asset, Fair Value Disclosure | $ 2,205 | 8,574 | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 641 | 106 | ||
Interest rate swap asset | ||||
Fair Value Measurements | ||||
Interest rate swap liability | 5,159 | |||
Forward contracts asset | 1,957 | |||
Interest rate swap asset | Recurring | ||||
Fair Value Measurements | ||||
Interest rate swap liability | 5,159 | |||
Forward contracts asset | $ 1,957 | |||
Foreign Exchange Contract | Maximum | ||||
Fair Value Measurements | ||||
Term of contract | 180 days | |||
Level 2 | ||||
Fair Value Measurements | ||||
Fair value of company's debt | $ 5,595,522 | 3,574,282 | ||
Level 2 | Recurring | ||||
Fair Value Measurements | ||||
Employee Phantom Share Receivable Liabilities, Fair Value Disclosure | 152,422 | 57,752 | ||
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | |||
Contingent stock liability | 130,594 | |||
Total | 153,063 | 194,004 | ||
Assets, Fair Value Disclosure | 4,162 | 8,574 | ||
Warrant Liability, Fair Value Disclosure | 227,839 | |||
Level 2 | Foreign exchange forward | Recurring | ||||
Fair Value Measurements | ||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 2,205 | 8,574 | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 641 | 106 | ||
Level 3 | Recurring | ||||
Fair Value Measurements | ||||
Total | $ 227,839 | 312,751 | ||
Warrant Liability, Fair Value Disclosure | $ 312,751 | |||
Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | ||||
Fair Value Measurements | ||||
Purchase price | $ 3,751 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Private Placement Warrants Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Adjustment of Warrants | $ (81,320) | $ 205,062 | $ 47,656 |
Stock Issued During Period, Value, Private Warrants Exercised | (3,592) | (4,124) | |
Warrants and Rights Outstanding | 227,839 | 312,751 | |
Level 3 | Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | 227,839 | 312,751 | $ 111,813 |
Level 3 | Recurring | Private Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Adjustment of Warrants | (81,320) | 205,062 | |
Stock Issued During Period, Value, Private Warrants Exercised | $ (3,592) | $ (4,124) |
Fair Value Measurements - Cha_2
Fair Value Measurements - Changes in Level 3, Earnout (Details) - Recurring - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | $ 0 | $ 11,100 |
Payment of earn-out liability | 0 | (11,701) |
Revaluations included in earnings | 0 | 601 |
Balance at the end of the period | $ 0 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities that were recognized at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Recurring | ||
Assets | ||
Employee phantom share receivable asset | $ 4,162 | $ 8,574 |
Liabilities | ||
Warrant Liability, Fair Value Disclosure | 227,839 | 312,751 |
Employee Phantom Share Receivable Liabilities, Fair Value Disclosure | 152,422 | 57,752 |
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | |
Contingent stock liability | 130,594 | |
Total | 380,902 | 506,755 |
Recurring | Level 2 | ||
Assets | ||
Employee phantom share receivable asset | 4,162 | 8,574 |
Liabilities | ||
Warrant Liability, Fair Value Disclosure | 227,839 | |
Employee Phantom Share Receivable Liabilities, Fair Value Disclosure | 152,422 | 57,752 |
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | |
Contingent stock liability | 130,594 | |
Total | 153,063 | 194,004 |
Recurring | Level 3 | ||
Liabilities | ||
Warrant Liability, Fair Value Disclosure | 312,751 | |
Total | 227,839 | 312,751 |
Interest rate swap asset | ||
Assets | ||
Forward contracts asset | 1,957 | |
Liabilities | ||
Interest rate swap liability | 5,159 | |
Interest rate swap asset | Recurring | ||
Assets | ||
Forward contracts asset | 1,957 | |
Liabilities | ||
Interest rate swap liability | 5,159 | |
Foreign exchange forward | ||
Assets | ||
Forward contracts asset | 2,205 | 8,574 |
Liabilities | ||
Interest rate swap liability | 641 | 106 |
Foreign exchange forward | Recurring | ||
Assets | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | 2,205 | 8,574 |
Liabilities | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 641 | 106 |
Foreign exchange forward | Recurring | Level 2 | ||
Assets | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | 2,205 | 8,574 |
Liabilities | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | $ 641 | $ 106 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Employee phantom share plan liability | $ 152,422 | $ 57,752 |
Contingent stock liability | 0 | 130,594 |
Employee related accruals | 150,634 | 98,481 |
Accrued professional fees | 39,440 | 57,151 |
Accrued legal liability | 79,013 | 11,965 |
Tax related accruals | 28,538 | 45,127 |
Accrued royalty costs | 71,281 | 5,376 |
Other accrued expenses and other current liabilities | 158,275 | 163,236 |
Total accrued expenses and other current liabilities | 679,603 | $ 569,682 |
Reserve for probable claims | $ 60,500 |
Pension and Other Post-Retire_3
Pension and Other Post-Retirement Benefits - Defined contribution plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan expense | $ 18,083 | $ 13,262 | $ 12,143 |
Defined Benefit Plan, Benefit Obligation, Business Combination | 918 | 2,393 | |
Defined Benefit Plan, Benefit Obligation | 21,473 | 21,615 | 16,563 |
Fair value of plan assets at beginning of year | 6,717 | 6,665 | 5,487 |
Defined Benefit Plan, Funded (Unfunded) Status of Plan | (14,756) | (14,950) | |
Service costs | 1,441 | 1,136 | 870 |
Interest cost | 323 | 292 | $ 311 |
Plan participant contributions | 134 | 124 | |
Actuarial (gains) losses | (503) | 695 | |
Benefit payments | (872) | (357) | |
Defined Benefit Plan, Plan Assets, Administration Expense | (43) | (40) | |
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement | (257) | 0 | |
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Curtailment | 0 | 510 | |
Effect of foreign currency translation | (1,283) | 1,319 | |
Actual return on plan assets | 262 | 213 | |
Defined Benefit Plan, Plan Assets, Payment for Settlement | (257) | 0 | |
Plan participant contributions | 134 | 124 | |
Defined Benefit Plan, Plan Assets, Business Combination | 0 | 99 | |
Employer contributions | 1,366 | 583 | |
Benefit payments | (872) | (357) | |
Effect of foreign currency translation | $ (538) | $ 556 |
Pension and Other Post-Retire_4
Pension and Other Post-Retirement Benefits - Projected benefit obligations, the plan assets, and the funded status (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Defined Benefit Plan, Benefit Obligation, Beginning Balance | $ 21,615 | $ 16,563 | |
Service costs | 1,441 | 1,136 | $ 870 |
Interest cost | 323 | 292 | 311 |
Plan participant contributions | 134 | 124 | |
Actuarial (gains) losses | (503) | 695 | |
Defined Benefit Plan, Benefit Obligation, Business Combination | 918 | 2,393 | |
Benefit payments | (872) | (357) | |
Defined Benefit Plan, Plan Assets, Administration Expense | (43) | (40) | |
Effect of foreign currency translation | (1,283) | 1,319 | |
Defined Benefit Plan, Benefit Obligation, Ending Balance | 21,473 | 21,615 | 16,563 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Defined Benefit Plan, Plan Assets, Amount, Beginning Balance | 6,665 | 5,487 | |
Actual return on plan assets | 262 | 213 | |
Plan participant contributions | 134 | 124 | |
Defined Benefit Plan, Plan Assets, Business Combination | 0 | 99 | |
Employer contributions | 1,366 | 583 | |
Benefit payments | (872) | (357) | |
Defined Benefit Plan, Plan Assets, Administration Expense | 43 | 40 | |
Effect of foreign currency translation | (538) | 556 | |
Fair value of plan assets at end of year | 6,717 | 6,665 | $ 5,487 |
Defined Benefit Plan, Funded (Unfunded) Status of Plan | (14,756) | (14,950) | |
Defined Benefit Plan, Plan Assets, Payment for Settlement | (257) | 0 | |
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement | (257) | 0 | |
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Curtailment | $ 0 | $ (510) |
Pension and Other Post-Retire_5
Pension and Other Post-Retirement Benefits - Balance sheets presentation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Retirement Benefits [Abstract] | ||
Current liabilities | $ (1,068) | $ (902) |
Non-current liabilities | (13,688) | (14,048) |
AOCI | $ 748 | $ 1,195 |
Pension and Other Post-Retire_6
Pension and Other Post-Retirement Benefits - Accumulated benefit obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated benefit obligation | ||
Accumulated benefit obligation | $ 18,637 | $ 18,991 |
Fair value of plan assets | 6,717 | 6,665 |
Fair value of plan assets | ||
Projected benefit obligation | 21,473 | 21,615 |
Fair value of plan assets | $ 6,717 | $ 6,665 |
Pension and Other Post-Retire_7
Pension and Other Post-Retirement Benefits - Benefit costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Service costs | $ 1,441 | $ 1,136 | $ 870 |
Interest cost | 323 | 292 | 311 |
Expected return on plan assets | (199) | (178) | (157) |
Amortization of actuarial gains | (19) | (46) | (76) |
Settlement/(Curtailment) | (91) | (499) | 7 |
Net periodic benefit cost | $ 1,455 | $ 705 | $ 955 |
Pension and Other Post-Retire_8
Pension and Other Post-Retirement Benefits - Periodic benefit cost assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Discount rate | 1.66% | 1.60% |
Expected return on plan assets | 3.04% | 3% |
Rate of compensation increase | 5.18% | 3.78% |
Social Security increase rate | 2.50% | 2.50% |
Pension increase rate | 1.80% | 1.80% |
Pension and Other Post-Retire_9
Pension and Other Post-Retirement Benefits - Benefit obligations assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 2.38% | 1.66% |
Rate of compensation increase | 5.79% | 5.18% |
Social Security increase rate | 2.50% | 2.50% |
Pension increase rate | 1.90% | 1.80% |
Expected weighted-average long-term rate of return on plan assets | 3.04% | 3% |
Insurance contract | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan asset investment | 100% | |
Minimum | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 0.55% | 0.35% |
Maximum | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 5.90% | 5.20% |
Pension and Other Post-Retir_10
Pension and Other Post-Retirement Benefits - Plan assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined benefit plans | |||
Expected weighted-average long-term rate of return on plan assets | 3.04% | 3% | |
Fair value measurement of pension plan assets: | |||
Fair value of plan assets at beginning of year | $ 6,717,000 | $ 6,665,000 | $ 5,487,000 |
Estimated payments in 2019 | $ 1,130,000 | ||
Insurance contract | |||
Defined benefit plans | |||
Plan asset investment | 100% | ||
Fair value measurement of pension plan assets: | |||
Fair value of plan assets at beginning of year | $ 6,717,000 | 6,665,000 | |
Level 3 | Insurance contract | |||
Fair value measurement of pension plan assets: | |||
Fair value of plan assets at beginning of year | $ 6,717,000 | $ 6,665,000 |
Pension and Other Post-Retir_11
Pension and Other Post-Retirement Benefits - Estimated pension benefit payments (Details) | Dec. 31, 2021 USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2020 | $ 1,216,000 |
2021 | 1,310,000 |
2022 | 1,461,000 |
2023 | 1,633,000 |
2024 | 1,643,000 |
2025 to 2029 | 7,748,000 |
Total | 15,011,000 |
Estimated payments in 2019 | $ 1,130,000 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2021 | Aug. 31, 2021 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | ||||||
Finance lease, Effective Interest Rate | 3.80% | |||||
Finance Lease | $ 30,835 | |||||
Total debt outstanding | 5,567,211 | $ 3,547,400 | ||||
Debt issuance costs | (47,189) | (51,309) | ||||
Term Loan Facility, discount | (33,165) | (9,591) | ||||
Short-term debt, including current portion of long-term debt | (30,577) | (28,600) | ||||
Long-term debt, net of current portion and debt issuance costs | $ 5,456,280 | $ 3,457,900 | ||||
Weighted average interest rate | 4.096% | 3.799% | ||||
Proceeds from revolving credit facility | $ 175,000 | $ 60,000 | $ 70,000 | |||
New Senior Unsecured Notes 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Effective Interest Rate | 4.875% | 4.875% | ||||
Debt outstanding, excluding finance leases | $ 921,399 | |||||
New Senior Secured Notes 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Effective Interest Rate | 3.875% | 3.875% | ||||
Debt outstanding, excluding finance leases | $ 921,177 | |||||
Senior Unsecured Notes 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Effective Interest Rate | 4.50% | 4.50% | ||||
Debt outstanding, excluding finance leases | $ 700,000 | $ 700,000 | ||||
Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Effective Interest Rate | 3.86% | 3.626% | ||||
Debt outstanding, excluding finance leases | $ 2,818,800 | $ 2,847,400 | $ 900,000 | |||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Effective Interest Rate | 3.359% | |||||
Debt outstanding, excluding finance leases | $ 175,000 | $ 350,000 | $ 250,000 |
Debt - Senior Secured Notes due
Debt - Senior Secured Notes due 2026 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Oct. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Gain (Loss) on Extinguishment of Debt | $ 3,179 | $ 50,676 | |||
Senior Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 700,000 | ||||
Interest Rate | 4.50% | ||||
Redemption due to change in control (as a percent) | 101% | ||||
Redemption price (as a percentage of principal) | 100% | ||||
Senior Unsecured Notes | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption price (as a percentage of principal) | 100% | ||||
Senior Secured Notes | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption (as a percent) | 40% | ||||
Redemption through equity offerings, redemption price (as a percent) | 104.50% | ||||
Required principal amount remaining after redemption (as a percent) | 50% | ||||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 900,000 | $ 2,818,800 | $ 2,847,400 | ||
Interest Rate | 3.86% | 3.626% | |||
Redemption (as a percent) | 0.25% | ||||
Repayments of Debt | $ 1,550,000 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 250,000 | $ 175,000 | $ 350,000 | ||
Interest Rate | 3.359% | ||||
Sublimit | $ 40,000 | ||||
Repayments of Debt | $ 175,000 | ||||
Senior Unsecured Notes 2024 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 7.875% | ||||
Redemption price (as a percentage of principal) | 103.938% | ||||
Letter of credit | |||||
Debt Instrument [Line Items] | |||||
Sublimit | $ 40,000 |
Debt - Summary of Redemption Pr
Debt - Summary of Redemption Prices (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2019 | |
Debt Instrument, Redemption | |||
Gain (Loss) on Extinguishment of Debt | $ 3,179 | $ 50,676 | |
Senior Unsecured Notes 2024 | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 103.938% | ||
Debt Instrument, Redemption, Period Two | Senior Secured Notes | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 102.25% | ||
Debt Instrument, Redemption, Period Two | New Senior Secured Notes 2028 | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 101.938% | ||
Debt Instrument, Redemption, Period Two | New Senior Unsecured Notes 2029 | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 102.438% | ||
Debt Instrument, Redemption, Period Three | Senior Secured Notes | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 101.125% | ||
Debt Instrument, Redemption, Period Three | New Senior Secured Notes 2028 | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 100.969% | ||
Debt Instrument, Redemption, Period Three | New Senior Unsecured Notes 2029 | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 101.219% | ||
Debt Instrument, Redemption, Period Four | Senior Secured Notes | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 100% | ||
Debt Instrument, Redemption, Period Four | New Senior Secured Notes 2028 | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 100% | ||
Debt Instrument, Redemption, Period Four | New Senior Unsecured Notes 2029 | |||
Debt Instrument, Redemption | |||
Redemption price (as a percentage of principal) | 100% |
Debt - The Credit Facilities (D
Debt - The Credit Facilities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Oct. 01, 2020 | Oct. 31, 2019 | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2020 | |
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 1,600,000 | ||||||
Write off of Deferred Debt Issuance Cost | $ 41,980,000 | ||||||
Debt Issuance Costs, Net | $ 47,189,000 | $ 51,309,000 | |||||
Proceeds from revolving credit facility | 175,000,000 | 60,000,000 | $ 70,000,000 | ||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from revolving credit facility | 60,000,000 | ||||||
Collateralized amount | 6,080,000 | ||||||
Revolving Credit Facility | CPA Global | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | 2,055,822,000 | ||||||
Letter of credit | |||||||
Debt Instrument [Line Items] | |||||||
Collateralized amount | 550,000 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 250,000,000 | $ 350,000,000 | 175,000,000 | ||||
Sublimit | $ 40,000,000 | ||||||
Line of Credit Facility, Increase Borrowing Capacity | $ 100,000,000 | ||||||
Credit facility remaining borrowing capacity | $ 175,000,000 | ||||||
Commitment fee percentage | 0.375% | ||||||
Revolving Credit Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate spread | 3.25% | ||||||
Revolving Credit Facility | Prime | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate spread | 2.25% | ||||||
Revolving Credit Facility | Federal Funds Effective Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate spread | 1% | ||||||
Revolving Credit Facility | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate spread | 1% | ||||||
Revolving Credit Facility | Eurodollar | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate spread | 0% | ||||||
Letter of credit | |||||||
Debt Instrument [Line Items] | |||||||
Sublimit | $ 40,000,000 | ||||||
DRG Acquisition - Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 360,000 | ||||||
Bridge Facility - DRG Acquisition | |||||||
Debt Instrument [Line Items] | |||||||
Bridge Loan | $ 950,000 | ||||||
Bridge Facility - CPA Acquisition | |||||||
Debt Instrument [Line Items] | |||||||
Bridge Loan | $ 1,500,000 | ||||||
Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 900,000,000 | $ 2,818,800,000 | $ 2,847,400,000 | ||||
Debt Instrument, Amortization Rate | 1% | ||||||
Redemption (as a percent) | 0.25% | ||||||
Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of Debt Issuance Costs | $ 17,000 | ||||||
Debt Issuance Costs, Net | 25,818,000 | ||||||
Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 700,000,000 | ||||||
Collateralized amount | $ 10,488,000 |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (2029) and Senior Secured Notes (2028) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Jun. 24, 2021 | Dec. 31, 2020 | Oct. 01, 2020 | |
Debt Instrument [Line Items] | ||||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 157,424,000 | $ 1,342,651,000 | ||||
Debt face amount | $ 1,600,000 | |||||
Level 2 | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Fair Value Disclosure | $ 5,595,522,000 | $ 3,574,282,000 | ||||
Old Senior Secured Notes 2028 and Old Senior Unsecured Notes 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price (as a percentage of principal) | 100% | |||||
Old Senior Secured Notes 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 1,000,000,000 | |||||
Effective Interest Rate | 3.875% | |||||
Extinguishment of Debt, Amount | $ 921,177,000 | |||||
Payment for Debt Extinguishment or Debt Prepayment Cost | 78,823,000 | |||||
Old Senior Unsecured Notes 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 1,000,000,000 | |||||
Effective Interest Rate | 4.875% | |||||
Extinguishment of Debt, Amount | 921,399,000 | |||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 78,601,000 | |||||
New Senior Secured Notes 2028 and Senior Unsecured Notes 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption due to change in control (as a percent) | 101% | |||||
New Senior Secured Notes 2028 and Senior Unsecured Notes 2029 | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price (as a percentage of principal) | 100% | |||||
Redemption (as a percent) | 40% | |||||
Required principal amount remaining after redemption (as a percent) | 50% | |||||
Debt Instrument, Redemption Period Prior to Closing of Equity Offering | 120 days | |||||
New Senior Secured Notes 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 921,177,000 | |||||
Effective Interest Rate | 3.875% | 3.875% | ||||
Debt face amount | $ 921,177,000 | |||||
New Senior Secured Notes 2028 | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument [Line Items] | ||||||
Redemption through equity offerings, redemption price (as a percent) | 103.875% | |||||
New Senior Unsecured Notes 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 921,399,000 | |||||
Effective Interest Rate | 4.875% | 4.875% | ||||
Debt face amount | $ 921,399,000 | |||||
New Senior Unsecured Notes 2029 | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument [Line Items] | ||||||
Redemption through equity offerings, redemption price (as a percent) | 104.875% |
Debt - Fair Value (Details)
Debt - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 5,595,522 | $ 3,574,282 |
Debt - Summary of Outstanding B
Debt - Summary of Outstanding Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2020 | $ 30,577 | |
2021 | 57,458 | |
2022 | 203,600 | |
2023 | 28,600 | |
2024 | 3,404,400 | |
Thereafter | 1,842,576 | |
Total debt outstanding | 5,567,211 | $ 3,547,400 |
Less: capitalized debt issuance costs and original issue discount | (80,354) | |
Total debt outstanding | $ 5,486,857 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenues and Cost to Obtain a Contract (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of revenues | |||||||||||
Total revenues, gross | $ 1,880,845 | $ 1,277,148 | $ 974,783 | ||||||||
Deferred revenues adjustment | 400,656 | 391,102 | |||||||||
Total revenues, net | $ 560,702 | $ 442,117 | $ 445,645 | $ 428,430 | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | 1,876,894 | 1,254,047 | 974,345 |
Contract with Customer, Liability, Adjustments | (3,951) | ||||||||||
Prepaid expenses | |||||||||||
Disaggregation of revenues | |||||||||||
Prepaid sales commissions | 27,226 | 13,970 | 27,226 | 13,970 | |||||||
Noncurrent assets | |||||||||||
Disaggregation of revenues | |||||||||||
Prepaid sales commissions | $ 17,106 | $ 14,102 | 17,106 | 14,102 | |||||||
Subscription revenues | |||||||||||
Disaggregation of revenues | |||||||||||
Total revenues, gross | 1,034,356 | 877,659 | 805,518 | ||||||||
Transaction revenues | |||||||||||
Disaggregation of revenues | |||||||||||
Total revenues, gross | 393,247 | 287,560 | 169,265 | ||||||||
Re-occurring Revenues | |||||||||||
Disaggregation of revenues | |||||||||||
Total revenues, gross | $ 453,242 | 111,929 | |||||||||
Contract with Customer, Liability, Adjustments | $ (23,101) | $ (438) |
Revenue - Contract Balances and
Revenue - Contract Balances and Transaction Price Allocated to the Remaining Performance Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable | |||
Accounts Receivables - Opening | $ 737,733 | $ 333,858 | $ 331,295 |
Accounts Receivables - Closing | 906,428 | 737,733 | 333,858 |
(Increase)/decrease | (168,695) | (403,875) | (2,563) |
Current portion of deferred revenues | |||
Current portion of deferred revenues - Opening | 707,318 | 407,325 | 391,102 |
Current portion of deferred revenues - Closing | 1,030,399 | 707,318 | 407,325 |
(Increase)/decrease | (323,081) | (299,993) | (16,223) |
Non-current portion of deferred revenues | |||
Non-current portion of deferred revenues - Opening | 41,399 | 19,723 | 17,112 |
Non-current portion of deferred revenues - Closing | 54,250 | 41,399 | 19,723 |
(Increase)/decrease | $ (12,851) | (21,676) | (2,611) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract with Customer, Liability, Revenue Recognized | $ 400,656 | $ 391,102 |
Revenue - Transaction Price All
Revenue - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, amount | $ 92,887 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 47.60% |
Expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 26.80% |
Remaining performance obligation, greater than one year, percentage | 52.40% |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 15.80% |
Expected timing of satisfaction, period | 3 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 9.80% |
Expected timing of satisfaction, period | 5 years |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 01, 2021 $ / shares | Mar. 05, 2021 shares | Oct. 01, 2020 shares | May 13, 2019 $ / shares shares | Oct. 31, 2021 $ / shares | Sep. 30, 2021 shares | Jul. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2021 shares | Mar. 31, 2021 shares | Jun. 30, 2020 shares | Feb. 29, 2020 shares | Feb. 21, 2020 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) vote $ / shares shares | Aug. 31, 2021 USD ($) | Jun. 14, 2021 $ / shares | Jan. 31, 2021 USD ($) | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 $ / shares shares | |
Shareholders' Equity | ||||||||||||||||||||
Vesting period | 3 years | 5 years | ||||||||||||||||||
Subscribed number of shares | 0 | |||||||||||||||||||
Conversion ratio | 1 | |||||||||||||||||||
Capital stock, issued (in shares) | 683,139,210 | 683,139,210 | 683,139,210 | 606,329,598 | ||||||||||||||||
Capital stock, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Treasury stock (in shares) | 547,136 | 547,136 | 547,136 | 6,325,860 | ||||||||||||||||
Common stock, votes per share | vote | 1 | |||||||||||||||||||
Number of shares called per warrant (in shares) | 52,800,000 | 52,800,000 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 24,132,666 | |||||||||||||||||||
Warrant exercise price (usd per share) | $ / shares | $ 11.50 | |||||||||||||||||||
Number of shares issued (in shares) | 25,000,000 | 44,230,768 | 50,400,000 | 27,600,000 | ||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 100 | |||||||||||||||||||
Dividends, Cash | $ | $ 1 | |||||||||||||||||||
Common Stock Dividends, Shares | 664,730 | |||||||||||||||||||
Stock Issued During Period, Value, Stock Dividend | $ | $ 16,141 | $ 16,141 | ||||||||||||||||||
Sale of treasury shares, net (in shares) | 5,778,724 | |||||||||||||||||||
Treasury stock sold, average cost per share (in dollars per share) | $ / shares | $ 23.78 | |||||||||||||||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ / shares | $ 30.99 | |||||||||||||||||||
Loss on treasury stock sold at lower than repurchase price | $ | $ (137,415) | |||||||||||||||||||
Stock repurchase program, authorized amount | $ | $ 250,000 | |||||||||||||||||||
Stock repurchased and retired (in shares) | 6,575,500 | |||||||||||||||||||
Stock repurchased and retired | $ | $ 159,356 | |||||||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 90,644 | 90,644 | $ 90,644 | |||||||||||||||||
Over-Allotment Option | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Number of shares issued (in shares) | 5,769,230 | 2,400,000 | ||||||||||||||||||
Public Warrant | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Number of shares called per warrant (in shares) | 34,500,000 | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||
CPA Global | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Newly issued ordinary shares (in shares) | 210,357,918 | 1,500,000 | ||||||||||||||||||
Stock issued | 210,357,918 | |||||||||||||||||||
Newly issued ordinary shares, value | $ | $ 43,890 | |||||||||||||||||||
Decision Resources Group | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Newly issued ordinary shares (in shares) | 2,895,638 | 2,895,638 | 2,895,638 | |||||||||||||||||
Newly issued ordinary shares, value | $ | $ 61,619 | $ 61,619 | $ 61,619 | |||||||||||||||||
Warrant | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Conversion ratio | 1 | |||||||||||||||||||
Warrant exercise price (usd per share) | $ / shares | $ 11.50 | |||||||||||||||||||
Treasury Stock | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Treasury stock (in shares) | 547,136 | 547,136 | 547,136 | 6,325,860 | ||||||||||||||||
Sale of treasury shares, net (in shares) | 5,778,724 | |||||||||||||||||||
Loss on treasury stock sold at lower than repurchase price | $ | $ (179,082) | |||||||||||||||||||
Accumulated Deficit | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Loss on treasury stock sold at lower than repurchase price | $ | $ 41,667 | $ 41,667 | ||||||||||||||||||
Management Incentive Plan | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Vesting period | 5 years | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Number of shares issued (in shares) | 14,375,000 | |||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 5.25% | |||||||||||||||||||
Preferred Stock, Dividends Per Share, Declared | $ / shares | $ 1.3125 | $ 1.12 | ||||||||||||||||||
Dividends Payable | $ | $ 6,499 | $ 6,499 | $ 6,499 | |||||||||||||||||
Series A Preferred Stock [Member] | Over-Allotment Option | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Number of shares issued (in shares) | 1,875,000 | |||||||||||||||||||
Churchill Public Shareholders | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Issued and outstanding (in shares) | 87,749,999 | |||||||||||||||||||
Churchill Public Shareholders | Public shares | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Issued and outstanding (in shares) | 68,999,999 | |||||||||||||||||||
Churchill Public Shareholders | Founder shares | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Issued and outstanding (in shares) | 18,750,000 | |||||||||||||||||||
Leonard Green and Partners, LP | CPA Global | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Stock issued | 6,325,860 | |||||||||||||||||||
Minimum | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Preferred Stock, Convertible, Conversion Ratio | 3.2052 | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Preferred Stock, Convertible, Conversion Ratio | 3.8462 | |||||||||||||||||||
Maximum | CPA Global | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Newly issued ordinary shares (in shares) | 218,306,663 | |||||||||||||||||||
Sponsor agreement | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Capital stock, issued (in shares) | 7,000,000 | |||||||||||||||||||
Capital stock, par value (in dollars per share) | $ / shares | $ 20 | |||||||||||||||||||
Sponsor agreement | Minimum | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Consecutive Trading Day Period | 40 days | |||||||||||||||||||
Sponsor agreement | Maximum | ||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||
Consecutive Trading Day Period | 60 days |
Employment and Compensation A_3
Employment and Compensation Arrangements - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Nov. 29, 2021 | Jan. 21, 2021 | Nov. 30, 2020 | Nov. 23, 2020 | Nov. 06, 2020 | Aug. 14, 2019 | May 13, 2019 | Jun. 30, 2020 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Nov. 30, 2021 | Sep. 30, 2021 | Jun. 14, 2021 | Oct. 01, 2020 | Sep. 30, 2020 | Feb. 29, 2020 | Feb. 21, 2020 | |
Employment and Compensation Arrangements | |||||||||||||||||||||
Authorized grants | 60,000,000 | ||||||||||||||||||||
Share-based compensation expense | $ 139,571,000 | $ 70,472,000 | $ 51,383,000 | ||||||||||||||||||
Tax benefits | $ (8,480,000) | (30,620,000) | $ (751,000) | ||||||||||||||||||
Vesting period | 3 years | 5 years | |||||||||||||||||||
Unrecognized compensation cost | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 23.56 | ||||||||||||||||||||
Options issued (in shares) | 0 | ||||||||||||||||||||
Non-option award granted (in shares) | 675,401 | ||||||||||||||||||||
Number of shares called per warrant (in shares) | 52,800,000 | 52,800,000 | |||||||||||||||||||
Warrant exercise price (usd per share) | $ 11.50 | ||||||||||||||||||||
Class of Warrant or Right, Outstanding | 24,132,666 | ||||||||||||||||||||
Warrants exercised (in shares) | 212,174 | 274,000 | |||||||||||||||||||
Shares withheld to cover exercise price (in shares) | 80,610 | 110,484 | |||||||||||||||||||
Stock issued, warrants exercised | 131,564 | 163,516 | |||||||||||||||||||
Share price (in dollars per share) | $ 23.34 | ||||||||||||||||||||
Weighted-average risk-free interest rate | 0.37% | 0.14% | 2.43% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 5,309,713 | ||||||||||||||||||||
Sale of stock, price per share (usd per share) | $ 22.50 | $ 25.25 | $ 26 | $ 20.25 | |||||||||||||||||
Capital stock, issued (in shares) | 683,139,210 | 683,139,210 | 606,329,598 | ||||||||||||||||||
Net proceeds after fees | $ 304,030,000 | ||||||||||||||||||||
Vested in period, fair value | $ 22,859,000 | $ 4,972,000 | |||||||||||||||||||
Deferred compensation expense | $ 82,880,000 | 29,924,000 | |||||||||||||||||||
Plan modification, incremental cost | $ 8,543,000 | ||||||||||||||||||||
CPA Global | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Deferred compensation liability | $ 19,478,000 | ||||||||||||||||||||
Public Warrant | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Number of shares called per warrant (in shares) | 34,500,000 | ||||||||||||||||||||
Class of Warrant or Right, Outstanding | 0 | ||||||||||||||||||||
Private Warrant | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Number of shares called per warrant (in shares) | 18,300,000 | 17,813,826 | 17,813,826 | 18,026,000 | 18,300,000 | ||||||||||||||||
Minimum | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Contractual term | 1 year | ||||||||||||||||||||
Maximum | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Contractual term | 10 years | ||||||||||||||||||||
Warrant | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Warrant exercise price (usd per share) | $ 11.50 | ||||||||||||||||||||
Employee Stock Option | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Accelerated vesting (in shares) | 43,605 | ||||||||||||||||||||
Employee Stock Option | IP Segment | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Accelerated compensation expense | $ 791,000 | ||||||||||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share-based compensation expense | $ 47,606,000 | $ 15,142,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 23.91 | $ 22.12 | |||||||||||||||||||
Non-option award granted (in shares) | 4,310,054 | 1,918,288 | |||||||||||||||||||
Restricted Stock Units (RSUs) | Minimum | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Vesting period | 6 months | ||||||||||||||||||||
Restricted Stock Units (RSUs) | Maximum | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||
PSUs | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share-based compensation expense | $ 0 | ||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||
PSUs | Key Employee | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Vesting period | 1 year | ||||||||||||||||||||
Non-option award granted (in shares) | 109,505 | ||||||||||||||||||||
TSR PSUs | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share-based compensation expense | $ 4,473,000 | $ 178,000 | |||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||
TSR PSUs | Minimum | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Payout As A Percent Of Target | 0% | ||||||||||||||||||||
TSR PSUs | Maximum | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Payout As A Percent Of Target | 120% | ||||||||||||||||||||
Deferred Compensation, Excluding Share-based Payments and Retirement Benefits | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Plan modification, incremental cost | $ 4,588,000 | ||||||||||||||||||||
Sponsor agreement | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Capital stock, issued (in shares) | 7,000,000 | ||||||||||||||||||||
Share-based Payment Arrangement, Tranche One | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share price (in dollars per share) | $ 15.25 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 2,654,856 | ||||||||||||||||||||
Period After Closing for Sale Price of Share | 42 months | ||||||||||||||||||||
Share-based Payment Arrangement, Tranche Two | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share price (in dollars per share) | $ 17.50 | $ 17.50 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 17,265,826 | ||||||||||||||||||||
Management Incentive Plan | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Vesting period | 5 years | ||||||||||||||||||||
Incentive Award Plan 2019 | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Stock options not granted | 40,200,324 | 40,200,324 | 42,785,926 | ||||||||||||||||||
Transaction Related Awards 2019 | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Authorized grants | 7,000,000 | ||||||||||||||||||||
Share-based compensation expense | $ 13,720,000 | ||||||||||||||||||||
Share price (in dollars per share) | $ 20 | ||||||||||||||||||||
Weighted-average risk-free interest rate | 1.33% | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 20% | ||||||||||||||||||||
Weighted-average expected dividend yield | 0% | ||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share-based compensation expense | $ 25,013,000 | ||||||||||||||||||||
Weighted-average risk-free interest rate | 1.42% | 2.20% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 20% | 20% | |||||||||||||||||||
Weighted-average expected dividend yield | 0% | 0% | |||||||||||||||||||
Increase (Decrease) In Expense Relating Granting Of Incentive Shares | 48,102,000 | ||||||||||||||||||||
Increase (Decrease) In Expense Relating To Shares Purchased By Founders | 4,411,000 | ||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Minimum | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Discount For Lack Of Marketability | 3% | 3% | |||||||||||||||||||
Contractual term | 2 years | ||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Maximum | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Discount For Lack Of Marketability | 7% | 7% | |||||||||||||||||||
Contractual term | 3 years | ||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Warrant | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Increase (Decrease) In Expense Relating To Vesting Of Ordinary Shares | 6,297 | ||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Common Stock Issued Price at least $15.25 | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Increase (Decrease) In Expense Relating To Vesting Of Ordinary Shares | $ 9,396,000 | ||||||||||||||||||||
Sale of stock, price per share (usd per share) | $ 15.25 | ||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Common Stock Issued Price at least $17.50 | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Increase (Decrease) In Expense Relating To Vesting Of Ordinary Shares | $ 13,101,000 | ||||||||||||||||||||
Sale of stock, price per share (usd per share) | $ 17.50 | ||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Founder shares | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Capital stock, issued (in shares) | 1,500,000 | ||||||||||||||||||||
Net proceeds after fees | $ 15,000 | ||||||||||||||||||||
Transaction Related Awards 2019 | Sponsor agreement | Share Capital | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Increase (Decrease) In Expense Relating To Vesting Of Ordinary Shares | 1,193,000 | ||||||||||||||||||||
2016 Equity Incentive Plan | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Options issued (in shares) | 28,400,000 | ||||||||||||||||||||
2016 Equity Incentive Plan | Employee Stock Option | |||||||||||||||||||||
Employment and Compensation Arrangements | |||||||||||||||||||||
Accelerated vesting (in shares) | 3,530,000 | ||||||||||||||||||||
Accelerated compensation expense | $ 2,007,000 |
Employment and Compensation A_4
Employment and Compensation Arrangements - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2020 | Nov. 06, 2020 | May 13, 2019 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||
Granted | 0 | ||||||
Outstanding at end of year | 4,801,602 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||
Granted | $ 0 | ||||||
Aggregate Intrinsic Value | |||||||
Vesting period | 3 years | 5 years | |||||
2016 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||
Granted | 28,400,000 | ||||||
Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||
Outstanding at beginning of year | 7,860,618 | 7,860,618 | |||||
Expired | (2,008) | ||||||
Forfeited | 0 | ||||||
Exercised | 3,057,008 | 12,042,862 | |||||
Outstanding at end of year | 7,860,618 | ||||||
Vested and exercisable at December 31, 2021 | 4,801,602 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||
Outstanding at beginning of year | $ 12.95 | $ 12.95 | |||||
Expired | 29.33 | ||||||
Forfeited | 0 | ||||||
Exercised | 12.19 | ||||||
Outstanding at end of year | 13.43 | $ 12.95 | |||||
Vested and exercisable | $ 13.43 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||||
Outstanding at beginning of year | 6 years 2 months 12 days | 4 years 9 months | |||||
Outstanding at end of year | 6 years 2 months 12 days | 4 years 9 months | |||||
Aggregate Intrinsic Value | |||||||
Outstanding at beginning of year | $ 131,956 | $ 131,956 | |||||
Outstanding at end of year | 49,655 | $ 131,956 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 49,655 | ||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Aggregate Intrinsic Value Exercised | $ 43,425 | 150,381 | |||||
Accelerated vesting (in shares) | 43,605 | ||||||
Employee Stock Option | 2016 Equity Incentive Plan | |||||||
Aggregate Intrinsic Value | |||||||
Accelerated vesting (in shares) | 3,530,000 | ||||||
Accelerated compensation expense | $ 2,007 |
Employment and Compensation A_5
Employment and Compensation Arrangements - Assumptions (Details) | 12 Months Ended | |||
May 13, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employment and Compensation Arrangements | ||||
Vesting period | 3 years | 5 years | ||
Expected volatility - Minimum | 25.32% | 34.05% | 19.52% | |
Expected volatility - Maximum | 35.34% | 39.43% | 20.26% | |
Weighted-average expected volatility | 31.15% | 34.79% | 19.87% | |
Weighted-average risk-free interest rate | 0.37% | 0.14% | 2.43% | |
Expected life (in years) | 1 year 11 months 12 days | 1 year | 7 years 3 months 18 days | |
Maximum | ||||
Employment and Compensation Arrangements | ||||
Contractual term | 10 years | |||
Minimum | ||||
Employment and Compensation Arrangements | ||||
Contractual term | 1 year |
Employment and Compensation A_6
Employment and Compensation Arrangements - RSU activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders' Equity | |||
Granted | 675,401 | ||
Forfeited | (182,838) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 23.56 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 24.52 | ||
Vested in period, fair value | $ 22,859 | $ 4,972 | |
Restricted Stock Units (RSUs) | |||
Shareholders' Equity | |||
Outstanding as of December 31, 2019 | 1,810,546 | 293,182 | |
Granted | 4,310,054 | 1,918,288 | |
Vested | (986,132) | (289,641) | |
Forfeited | (602,337) | (111,283) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 4,532,131 | 4,532,131 | 1,810,546 |
Weighted average grant date fair value, beginning balance | $ 19.30 | $ 16.75 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 23.91 | 22.12 | |
Exercise of Private Placement Warrants | 23.18 | 17.17 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 23.39 | 21.19 | |
Weighted average grant date fair value, ending balance | $ 23.42 | $ 23.42 | $ 19.30 |
Employment and Compensation A_7
Employment and Compensation Arrangements - PSU activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 15, 2021 | May 15, 2021 | Mar. 01, 2021 | May 13, 2019 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity | |||||||||
Granted | 675,401 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 23.56 | ||||||||
Vesting period | 3 years | 5 years | |||||||
Authorized grants | 60,000,000 | ||||||||
Share-based compensation expense | $ 139,571,000 | $ 70,472,000 | $ 51,383,000 | ||||||
Forfeited | (182,838) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 24.52 | ||||||||
Transaction Related Awards 2019 | |||||||||
Shareholders' Equity | |||||||||
Authorized grants | 7,000,000 | ||||||||
Share-based compensation expense | $ 13,720,000 | ||||||||
PSUs | |||||||||
Shareholders' Equity | |||||||||
Outstanding as of December 31, 2019 | 873,325 | 873,325 | |||||||
Vested | (5,633) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 1,360,255 | 1,360,255 | 873,325 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 24.86 | $ 24.86 | $ 25.16 | ||||||
Exercise of Private Placement Warrants | 32.50 | ||||||||
Weighted average grant date fair value, ending balance | $ 24.86 | $ 24.86 | $ 25.16 | ||||||
Vesting period | 3 years | ||||||||
Share-based compensation expense | $ 0 | ||||||||
TSR PSUs | |||||||||
Shareholders' Equity | |||||||||
Vesting period | 3 years | ||||||||
Share-based compensation expense | $ 4,473,000 | $ 178,000 | |||||||
TSR PSUs | Minimum | |||||||||
Shareholders' Equity | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Payout As A Percent Of Target | 0% | ||||||||
TSR PSUs | Maximum | |||||||||
Shareholders' Equity | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Payout As A Percent Of Target | 120% | ||||||||
Total Shareholder Return Performance Stock Units 2021 | |||||||||
Shareholders' Equity | |||||||||
Granted | 38,178 | 28,577 | 499,141 | ||||||
Vesting period | 3 years | ||||||||
Share-based compensation expense | $ 805,000 | ||||||||
Total Shareholder Return Performance Stock Units 2021 | Minimum | |||||||||
Shareholders' Equity | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Payout As A Percent Of Target | 0% | ||||||||
Total Shareholder Return Performance Stock Units 2021 | Maximum | |||||||||
Shareholders' Equity | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Payout As A Percent Of Target | 200% |
Employment and Compensation A_8
Employment and Compensation Arrangements - Private Placement Warrant (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity | |||
Beginning Balance | 52,800,000 | ||
Exercise of Private Placement Warrants | (212,174) | 274,000 | |
Closing Balance | 52,800,000 | ||
Restricted Stock Units (RSUs) | |||
Shareholders' Equity | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 23.42 | $ 19.30 | $ 16.75 |
Warrant | |||
Shareholders' Equity | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | 12.79 | 17.35 | $ 6.11 |
Exercised | $ 16.93 | $ 15.05 | |
Private Warrant | |||
Shareholders' Equity | |||
Beginning Balance | 18,026,000 | 18,300,000 | |
Closing Balance | 17,813,826 | 18,026,000 |
Income Taxes - Income tax (bene
Income Taxes - Income tax (benefit)/expense on income/(loss)by jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.K. | $ 4,374 | $ 1,288 | $ 677 |
Other | 20,206 | 15,855 | 9,959 |
Total current | 29,667 | 37,544 | 18,541 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.K. | (8,254) | (15,932) | 0 |
Other | (12,331) | (8,277) | (7,293) |
Total deferred | (17,369) | (40,242) | (8,340) |
Income tax expense | (12,298) | 2,698 | (10,201) |
Recurring | |||
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | ||
Level 2 | Recurring | |||
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Employee Phantom Share Receivable Non Current Liabilities, Fair Value Disclosure | 393 | ||
U.S. Federal | |||
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.S. | 4,798 | 17,540 | 6,917 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.S. | 5,987 | (15,020) | (824) |
U.S. State | |||
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.S. | 289 | 2,861 | 988 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.S. | $ (2,771) | $ (1,013) | $ (223) |
Income Taxes - Components of pr
Income Taxes - Components of pre-tax loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.K. (loss) | $ (13,059) | $ (347,158) | $ (246,688) |
U.S. income (loss) | (284,853) | (47,198) | 3,733 |
Other income (loss) | 39,762 | 41,033 | (5,477) |
Pre-tax loss | $ (258,150) | $ (353,323) | $ (248,432) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the statutory tax rate to effective tax rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Loss before tax: | $ (258,150) | $ (353,323) | $ (248,432) |
RATE | |||
Statutory rate | 19% | 19% | 19% |
Effect of different tax rates | 3.20% | 1.80% | (4.00%) |
Tax rate modifications | 17.40% | 0% | 0% |
Valuation Allowances | (39.00%) | (21.10%) | (17.60%) |
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent | (2.70%) | 6.60% | (0.20%) |
Other permanent differences | 2.30% | (1.90%) | (0.90%) |
Non-deductible transaction costs | (0.80%) | (1.40%) | (1.70%) |
Withholding tax | (0.40%) | (0.20%) | (0.50%) |
Tax indemnity | 0% | 0% | 3% |
Other | 0% | (0.10%) | (0.20%) |
Effective rate | (4.80%) | 0.80% | (4.10%) |
Effective Income Tax Rate Reconciliation Change In Base Erosion And Anti Abuse Tax Rate Percent | (3.80%) | (1.90%) | (0.90%) |
Income Tax Expense (Benefit) | $ 12,298 | $ (2,698) | $ 10,201 |
Income taxes - Tax effects of t
Income taxes - Tax effects of the significant components of temporary differences (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||||
Accounts receivable | $ 2,637 | $ 1,550 | ||
Accrued expenses | 24,121 | 4,078 | ||
Deferred revenue | 5,171 | 11,956 | ||
Other assets | 32,302 | 14,561 | ||
Unrealized gain/loss | 679 | 208 | ||
Fixed assets, net | 0 | 6,237 | ||
Debt issuance costs | 16,980 | 14,879 | ||
Lease liabilities | 13,442 | 0 | ||
Goodwill | 73,827 | 123,175 | ||
Operating losses and tax attributes | 533,339 | 368,670 | ||
Total deferred tax assets | 702,498 | 545,314 | ||
Valuation allowances | (546,770) | (367,962) | $ (173,259) | $ (133,856) |
Net deferred tax assets | 155,728 | 177,352 | ||
Other identifiable intangible assets, net | (407,944) | (442,275) | ||
Other liabilities | (69,071) | (72,210) | ||
Right of Use Assets | (9,342) | 0 | ||
Fixed assets, net | (21,493) | 0 | ||
Total deferred tax liabilities | (507,850) | (514,485) | ||
Net deferred tax liabilities | $ (352,122) | $ (337,133) |
Income taxes - Balance Sheet Pr
Income taxes - Balance Sheet Presentation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Deferred income taxes | $ 27,938 | $ 29,863 |
Deferred income taxes | 380,060 | 366,996 |
Net deferred tax liability | $ 352,122 | $ 337,133 |
Income taxes - Deferred tax ass
Income taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | ||||
Valuation allowances | $ 546,770 | $ 367,962 | $ 173,259 | $ 133,856 |
Change in deferred tax assets valuation allowance | 178,808 | $ 194,703 | ||
Deferred Tax Liabilities, Undistributed Foreign Earnings | 12,893 | |||
ProQuest | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred Tax Liabilities, Undistributed Foreign Earnings | 7,461 | |||
Internal Revenue Service (IRS) | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 983,033 | |||
Her Majesty's Revenue and Customs (HMRC) | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 508,669 | |||
National Tax Agency, Japan | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 58,398 | |||
All Other Foreign Jurisdictions | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 92,394 | |||
U.S. State | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 625,713 |
Income Taxes - Deferred Tax Val
Income Taxes - Deferred Tax Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Roll Forward] | |||
Beginning Balance, January 1 | $ 367,962 | $ 173,259 | $ 133,856 |
Change Charged to Expense/(Income) | 100,708 | 52,111 | 38,956 |
Change Charged to CTA | (4,740) | 1,787 | 447 |
Valuation Allowance, Charge to Goodwill | 82,840 | 140,805 | |
Ending Balance, December 31 | $ 546,770 | $ 367,962 | $ 173,259 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits, Beginning Balance | $ 13,721 | $ 1,145 | $ 1,450 |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 0 | 12,098 | 0 |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 4,996 | 518 | 412 |
Unrecognized Tax Benefits, Increase Resulting from Acquisition | 70,842 | ||
Unrecognized Tax Benefit, Increases For Return to Provisions | 10,949 | ||
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | (326) | (40) | 0 |
Unrecognized Tax Benefits Reductions Resulting From Payment | 0 | 0 | (717) |
Unrecognized Tax Benefits, Ending Balance | 100,182 | 13,721 | $ 1,145 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 19,808 | 5,454 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 745 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 100,182 | 13,721 | |
Unrecognized Tax Benefits, Increase Resulting from Acquisition | 70,842 | ||
Income Tax Contingency [Line Items] | |||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | 70,842 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 100,182 | $ 13,721 | |
Tax Uncertainty in Israel | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | 66,616 | ||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | 66,616 | ||
Income Tax Contingency [Line Items] | |||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | $ 66,616 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Earnings Per Share [Abstract] | |||
Conversion ratio | 1 | ||
Warrant and Share-Based Payment Arrangement | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 4,703,176 | 19,507,036 | 80,873,293 |
Series A Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 25,315,230 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic EPS | |||||||||||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (270,448) | $ (350,625) | $ (258,633) | ||||
Dividends on preferred shares | (41,508) | 0 | 0 | ||||||||
Net loss attributable to ordinary shares | $ (130,431) | $ 5,993 | $ (131,567) | $ (55,951) | $ (311,956) | $ (350,625) | $ (258,633) | ||||
Basic weighted-average number of ordinary shares outstanding (in shares) | 654,886,227 | 634,508,967 | 611,093,882 | 602,272,375 | 630,976,906 | 427,023,558 | 273,883,342 | ||||
Basic (usd per share) | $ (0.20) | $ 0.01 | $ (0.22) | $ (0.09) | $ (0.02) | $ (0.47) | $ (0.07) | $ (0.38) | $ (0.49) | $ (0.82) | $ (0.94) |
Diluted EPS | |||||||||||
Net loss attributable to ordinary shares | $ (130,431) | $ 5,993 | $ (131,567) | $ (55,951) | $ (311,956) | $ (350,625) | $ (258,633) | ||||
Change in fair value of private placement warrants | 0 | (83,013) | 0 | (51,215) | (81,320) | 0 | 0 | ||||
Net loss attributable to ordinary shares, diluted | $ (130,431) | $ (77,020) | $ (131,567) | $ (107,166) | $ (393,276) | $ (350,625) | $ (258,633) | ||||
Shares used in computing net loss attributable to per share to ordinary shareholders, basic (in shares) | 654,886,227 | 634,508,967 | 611,093,882 | 602,272,375 | 630,976,906 | 427,023,558 | 273,883,342 | ||||
Weighted-average effect of potentially dilutive shares to purchase ordinary shares (in shares) | 0 | 9,393,810 | 0 | 10,326,289 | 9,797,194 | 0 | 0 | ||||
Diluted weighted-average number of ordinary shares outstanding (in shares) | 654,886,227 | 643,902,777 | 611,093,882 | 612,598,664 | 640,774,100 | 427,023,558 | 273,883,342 | ||||
Diluted (usd per share) | $ (0.20) | $ (0.12) | $ (0.22) | $ (0.17) | $ (0.05) | $ (0.47) | $ (0.07) | $ (0.38) | $ (0.61) | $ (0.82) | $ (0.94) |
Other Operating Income, Net (De
Other Operating Income, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
Net gain on sale of business and other assets | $ 28,140 | ||
Net foreign exchange (loss) gain | $ (19,618) | 19,771 | $ (191) |
Other Nonrecurring (Income) Expense | (7,889) | 4,470 | |
Other operating (expense) income, net | $ (27,507) | $ 52,381 | 4,826 |
Other Operating Income | $ 5,017 |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Percentage payment of calculated tax savings to pre-business combination equity holders | 85% | |
Deferred tax receivable agreement | $ 30,000,000 | |
TRA termination payment | 200,000,000 | |
Gain on TRA | $ 64,600,000 | |
Tax Agreement payable | $ 0 |
Product and Geographic Sales _3
Product and Geographic Sales Information - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Disaggregation of Revenue | |||
Number of reportable segments | segment | 3 | ||
Impairment charge on right-of-use assets | $ | $ 57,305 | $ 4,771 | $ 0 |
Revenue | Customer Concentration Risk | Ten Largest Customers | |||
Disaggregation of Revenue | |||
Concentration risk | 9% | 6% | 5% |
Revenue | Customer Concentration Risk | UNITED STATES | |||
Disaggregation of Revenue | |||
Concentration risk | 46% | 45% | 43% |
Product and Geographic Sales _4
Product and Geographic Sales Information - Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue | |||||||||||
Revenues | $ 560,702 | $ 442,117 | $ 445,645 | $ 428,430 | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 1,876,894 | $ 1,254,047 | $ 974,345 |
IP Segment | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenues | 974,270 | 517,282 | 426,803 | ||||||||
Academia & Government Group | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenues | 489,409 | 384,677 | 380,302 | ||||||||
Life Science and Healthcare Group | |||||||||||
Disaggregation of Revenue | |||||||||||
Revenues | $ 413,215 | $ 352,088 | $ 167,240 |
Product and Geographic Sales _5
Product and Geographic Sales Information - Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | $ 800,404 | $ 486,600 | $ 294,065 | ||||||||
Benefit (provision) for income taxes | (12,298) | 2,698 | (10,201) | ||||||||
Depreciation and amortization | (537,815) | (303,150) | (200,542) | ||||||||
Interest, net | (252,490) | (111,914) | (157,689) | ||||||||
Deferred revenues adjustment (2) | (3,951) | (23,101) | (438) | ||||||||
Transaction related costs (3) | (46,216) | (99,286) | (46,214) | ||||||||
Share-based compensation expense | (139,571) | (70,472) | (51,383) | ||||||||
Gain on sale of assets | 28,140 | ||||||||||
Restructuring and impairment | 129,459 | 56,138 | 15,670 | ||||||||
Litigation Settlement, Expense | 0 | 0 | (39,399) | ||||||||
Impairment of Long-Lived Assets to be Disposed of | (18,431) | ||||||||||
Other (5) | (30,372) | 1,060 | (43,873) | ||||||||
Net loss | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | (270,448) | (350,625) | (258,633) | ||||
Fair Value Adjustment of Warrants | 81,320 | (205,062) | (47,656) | ||||||||
Net loss attributable to ordinary shares | $ (130,431) | $ 5,993 | $ (131,567) | $ (55,951) | (311,956) | (350,625) | (258,633) | ||||
Dividends on preferred shares | (41,508) | 0 | 0 | ||||||||
IP Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | 397,922 | 177,120 | 68,599 | ||||||||
Academia & Government Group | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | 258,849 | 202,455 | 183,926 | ||||||||
Life Science and Healthcare Group | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | $ 143,633 | $ 107,025 | $ 41,540 |
Product and Geographic Sales _6
Product and Geographic Sales Information - Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 560,702 | $ 442,117 | $ 445,645 | $ 428,430 | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 1,876,894 | $ 1,254,047 | $ 974,345 |
Deferred revenues adjustment (2) | (3,951) | (23,101) | (438) | ||||||||
North America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 928,690 | 631,222 | 463,041 | ||||||||
EMEA [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 555,804 | 365,599 | 278,738 | ||||||||
Asia Pacific [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 396,351 | $ 280,327 | $ 233,004 |
Product and Geographic Sales _7
Product and Geographic Sales Information - Assets by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | $ 20,182,979 | $ 14,790,698 | |
North America [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | 8,944,134 | 3,238,734 | |
EMEA [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | 10,555,892 | 10,859,341 | |
Asia Pacific [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | $ 682,953 | $ 692,623 | |
UNITED STATES | Revenue | Customer Concentration Risk | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue from contract with customer | 46% | 45% | 43% |
Product and Geographic Sales _8
Product and Geographic Sales Information - Revenue by Product Group (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 560,702 | $ 442,117 | $ 445,645 | $ 428,430 | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 1,876,894 | $ 1,254,047 | $ 974,345 |
Deferred revenues adjustment | $ 3,951 | $ 23,101 | $ 438 |
Commitments and Contingencies -
Commitments and Contingencies - Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||
Dec. 01, 2021 | Mar. 05, 2021 | Oct. 01, 2020 | Feb. 28, 2020 | Mar. 31, 2021 | Mar. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2021 | Jun. 01, 2017 | |
Commitments and Contingencies | |||||||||||
Reserve for probable claims | $ 60,500 | ||||||||||
Contingent purchase price paid | 0 | $ 7,816 | $ 2,371 | ||||||||
Recorded Unconditional Purchase Obligation | 199,944 | ||||||||||
Accrued legal liability | 79,013 | 11,965 | |||||||||
Recurring | |||||||||||
Commitments and Contingencies | |||||||||||
Contingent stock liability | 130,594 | ||||||||||
Level 3 | Recurring | |||||||||||
Commitments and Contingencies | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 0 | 11,701 | |||||||||
Publons | |||||||||||
Commitments and Contingencies | |||||||||||
Additional payments to acquire business | $ 9,500 | ||||||||||
Contingent purchase price paid | $ 0 | 3,701 | |||||||||
Kopernio | |||||||||||
Commitments and Contingencies | |||||||||||
Additional payments to acquire business | 2,184 | ||||||||||
TrademarkVision | Level 3 | Recurring | |||||||||||
Commitments and Contingencies | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 8 | ||||||||||
Decision Resources Group | |||||||||||
Commitments and Contingencies | |||||||||||
Additional payments to acquire business | $ 58,897 | 86,029 | |||||||||
Contingent stock liability | 58,897 | ||||||||||
Increase (decrease) in contingent consideration | $ (24,194) | $ 27,132 | |||||||||
Newly issued ordinary shares (in shares) | 2,895,638 | 2,895,638 | 2,895,638 | ||||||||
Newly issued ordinary shares, value | $ 61,619 | ||||||||||
Total consideration | $ 964,997 | ||||||||||
Clarivate stock to be issued | $ 61,619 | ||||||||||
CPA Global | |||||||||||
Commitments and Contingencies | |||||||||||
Contingent stock liability | $ 46,485 | ||||||||||
Newly issued ordinary shares (in shares) | 210,357,918 | 1,500,000 | |||||||||
Newly issued ordinary shares, value | $ 43,890 | ||||||||||
Total consideration | $ 8,643,561 | ||||||||||
Clarivate stock to be issued | $ 6,565,477 | ||||||||||
ProQuest | |||||||||||
Commitments and Contingencies | |||||||||||
Newly issued ordinary shares (in shares) | 46,910,923 | ||||||||||
Total consideration | $ 5,046,848 | ||||||||||
Clarivate stock to be issued | $ 1,094,901 |
Commitments and Contingencies_2
Commitments and Contingencies - Unconditional Purchase Obligations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Unconditional purchase obligations | |
Payments towards purchase obligations | $ 83,598 |
Future unconditional purchase obligations | |
2022 | 103,602 |
2023 | 44,896 |
2024 | 32,533 |
2025 | 16,606 |
Thereafter | 2,307 |
Total | 199,944 |
Commitments and Contingencies | |
Recorded Unconditional Purchase Obligation | 199,944 |
2022 | 103,602 |
2023 | 44,896 |
2024 | 32,533 |
2025 | 16,606 |
Thereafter | 2,307 |
Payments towards purchase obligations | $ 83,598 |
Commitments and Contingencies_3
Commitments and Contingencies - Mandatory Convertible Preferred Share Dividends (Details) - Series A Preferred Stock [Member] - $ / shares | 1 Months Ended | ||
Feb. 07, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | |
Dividends Payable [Line Items] | |||
Preferred Stock, Dividends Per Share, Declared | $ 1.3125 | $ 1.12 | |
Subsequent Event | |||
Dividends Payable [Line Items] | |||
Preferred Stock, Dividends Per Share, Declared | $ 1.3125 |
Related Party and Former Pare_2
Related Party and Former Parent Transactions (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |||
May 15, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party and Former Parent Transactions | |||||
Stock repurchased and retired (in shares) | 6,575,500 | ||||
Amortization of right-of-use assets | $ 1,291 | $ 0 | |||
Interest on lease liabilities | 98 | 0 | |||
Finance lease assets, net | $ 30,560 | 30,560 | 0 | ||
Total | 30,835 | 30,835 | |||
Immediate Family Member of Management or Principal Owner | |||||
Related Party and Former Parent Transactions | |||||
Revenue from Related Parties | 1,028 | 1,497 | $ 33 | ||
Due from Related Parties | 60 | 60 | 100 | 4 | |
Affiliated Entity | |||||
Related Party and Former Parent Transactions | |||||
Issuance of ordinary shares, net (in shares) | 177,206,779 | ||||
Stock repurchased and retired (in shares) | 177,206,779 | ||||
Amortization of right-of-use assets | 1,291 | ||||
Interest on lease liabilities | 98 | ||||
Finance lease assets, net | 30,560 | 30,560 | |||
Total | 30,835 | 30,835 | |||
Affiliated Entity | Onex Vendor | |||||
Related Party and Former Parent Transactions | |||||
Outstanding liability | 13 | 13 | 4 | 3 | |
Affiliated Entity | Baring Vendor One | |||||
Related Party and Former Parent Transactions | |||||
Consulting fee in operating expenses | 880 | 830 | $ 765 | ||
Outstanding liability | 330 | 330 | 237 | ||
Affiliated Entity | Leonard Green 1 | |||||
Related Party and Former Parent Transactions | |||||
Consulting fee in operating expenses | 1,257 | 295 | |||
Affiliated Entity | Leonard Green 2 | |||||
Related Party and Former Parent Transactions | |||||
Consulting fee in operating expenses | 32,394 | 6,934 | |||
Affiliated Entity | Leonard Green 3 | |||||
Related Party and Former Parent Transactions | |||||
Consulting fee in operating expenses | 6,110 | 1,817 | |||
Outstanding liability | 1,995 | ||||
Affiliated Entity | Customer one | |||||
Related Party and Former Parent Transactions | |||||
Revenue from Related Parties | 128 | 129 | |||
Due from Related Parties | 32 | 32 | 31 | ||
Affiliated Entity | Customer two | |||||
Related Party and Former Parent Transactions | |||||
Revenue from Related Parties | 42,184 | 10,857 | |||
Due from Related Parties | 70,952 | 70,952 | 54,656 | ||
Affiliated Entity | Customer three | |||||
Related Party and Former Parent Transactions | |||||
Revenue from Related Parties | 180 | 136 | |||
Due from Related Parties | $ 51 | 51 | 264 | ||
Affiliated Entity | Onex Customer | |||||
Related Party and Former Parent Transactions | |||||
Revenue from Related Parties | $ 1,790 | $ 2,136 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning Balance | $ 30,187 | $ 9,506 | ||
Expenses recorded | 129,459 | 56,138 | $ 15,670 | |
Payments for Restructuring | (60,241) | (30,760) | ||
Restructuring Reserve, Noncash Items And Other Adjustments | (63,884) | (4,697) | ||
Restructuring Reserve, Ending Balance | $ 35,522 | $ 35,522 | 30,187 | 9,506 |
Israel | ||||
Restructuring Reserve [Roll Forward] | ||||
Severance pay deposits, employer contribution, percent of employees salary | 85% | |||
Severance liability, employer contribution, percent of employees' salary | 15% | |||
Long-term severance payable | 8,586 | $ 8,586 | 9,608 | |
Operation Simplification and Optimization Program | Academia & Government Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 286 | 8,060 | ||
Operation Simplification and Optimization Program | Life Science and Healthcare Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 623 | 7,436 | ||
Operation Simplification and Optimization Program | IP Segment | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 1,312 | 11,150 | ||
DRG Acquisition Integration Program | IP Segment | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 2,230 | |||
DRG Acquisition Integration Program | Academia & Government Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 1,658 | |||
DRG Acquisition Integration Program | Life Science and Healthcare Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 195 | 2,709 | ||
CPA Acquisition Integration Program | IP Segment | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 57,471 | 8,575 | ||
CPA Acquisition Integration Program | Academia & Government Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 24,554 | 3,005 | ||
CPA Acquisition Integration Program | Life Science and Healthcare Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 23,098 | 2,772 | ||
One Clarivate Program | IP Segment | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 9,083 | |||
One Clarivate Program | Academia & Government Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 6,976 | |||
One Clarivate Program | Life Science and Healthcare Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 3,923 | |||
ProQuest Acquisition Integration Program | IP Segment | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 856 | |||
ProQuest Acquisition Integration Program | Academia & Government Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 711 | |||
ProQuest Acquisition Integration Program | Life Science and Healthcare Group | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 373 | |||
Severance and Related Benefit Cost | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning Balance | 25,712 | 9,506 | ||
Expenses recorded | 57,280 | 39,917 | ||
Payments for Restructuring | (48,782) | (25,418) | ||
Restructuring Reserve, Noncash Items And Other Adjustments | (5,889) | 1,707 | ||
Restructuring Reserve, Ending Balance | 28,322 | 28,322 | 25,712 | 9,506 |
Restructuring Reserve, Settled without Cash | 4,532 | |||
Severance and Related Benefit Cost | Operation Simplification and Optimization Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 2,063 | 16,069 | ||
Severance and Related Benefit Cost | DRG Acquisition Integration Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 120 | 5,133 | ||
Severance and Related Benefit Cost | CPA Acquisition Integration Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 35,882 | 18,715 | ||
Severance and Related Benefit Cost | One Clarivate Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 17,275 | |||
Severance and Related Benefit Cost | ProQuest Acquisition Integration Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 1,939 | |||
Exit and Disposal Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning Balance | 4,475 | 0 | ||
Expenses recorded | 72,179 | 16,221 | ||
Payments for Restructuring | (11,459) | (5,342) | ||
Restructuring Reserve, Noncash Items And Other Adjustments | (57,995) | (6,404) | ||
Restructuring Reserve, Ending Balance | 7,200 | 7,200 | 4,475 | $ 0 |
Exit and Disposal Activities | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 11,114 | 8,526 | ||
Lease Exist Cost Including Impairment | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 61,065 | 7,695 | ||
Other costs | Operation Simplification and Optimization Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | $ 158 | 10,578 | ||
Other costs | DRG Acquisition Integration Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 75 | 1,464 | ||
Other costs | CPA Acquisition Integration Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | 69,240 | $ 4,179 | ||
Other costs | One Clarivate Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | $ 2,707 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 560,702 | $ 442,117 | $ 445,645 | $ 428,430 | $ 455,595 | $ 284,360 | $ 273,500 | $ 240,592 | $ 1,876,894 | $ 1,254,047 | $ 974,345 |
(Loss) income from operations | $ 31,925 | $ 14,375 | $ (63,770) | $ (69,510) | (9,621) | (12,664) | 14,246 | (28,308) | (86,980) | (36,347) | (82,486) |
Net (loss) income attributable to ordinary shares | $ (13,725) | $ (181,986) | $ (25,281) | $ (129,633) | $ (270,448) | $ (350,625) | $ (258,633) | ||||
Earnings per share: | |||||||||||
Basic (usd per share) | $ (0.20) | $ 0.01 | $ (0.22) | $ (0.09) | $ (0.02) | $ (0.47) | $ (0.07) | $ (0.38) | $ (0.49) | $ (0.82) | $ (0.94) |
Diluted (usd per share) | $ (0.20) | $ (0.12) | $ (0.22) | $ (0.17) | $ (0.05) | $ (0.47) | $ (0.07) | $ (0.38) | $ (0.61) | $ (0.82) | $ (0.94) |
Net loss attributable to ordinary shares | $ (130,431) | $ 5,993 | $ (131,567) | $ (55,951) | $ (311,956) | $ (350,625) | $ (258,633) | ||||
Change in fair value of private placement warrants | 0 | (83,013) | 0 | (51,215) | (81,320) | 0 | 0 | ||||
Net Income (Loss) Available to Common Stockholders, Diluted | $ (130,431) | $ (77,020) | $ (131,567) | $ (107,166) | $ (393,276) | $ (350,625) | $ (258,633) | ||||
Basic weighted-average number of ordinary shares outstanding (in shares) | 654,886,227 | 634,508,967 | 611,093,882 | 602,272,375 | 630,976,906 | 427,023,558 | 273,883,342 | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 9,393,810 | 0 | 10,326,289 | 9,797,194 | 0 | 0 | ||||
Diluted weighted-average number of ordinary shares outstanding (in shares) | 654,886,227 | 643,902,777 | 611,093,882 | 612,598,664 | 640,774,100 | 427,023,558 | 273,883,342 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Feb. 07, 2022 | Dec. 01, 2021 | Mar. 05, 2021 | Oct. 01, 2020 | Feb. 28, 2020 | Oct. 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jun. 30, 2020 | Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2021 | Jun. 14, 2021 | Jan. 01, 2020 | May 13, 2019 | |
Subsequent Events | ||||||||||||||||||||
Impairment charge on right-of-use assets | $ 57,305,000 | $ 4,771,000 | $ 0 | |||||||||||||||||
Impairment of Long-Lived Assets to be Disposed of | 18,431,000 | |||||||||||||||||||
Goodwill, impairment loss | 0 | $ 0 | 0 | |||||||||||||||||
Number of shares issued (in shares) | 25,000,000 | 44,230,768 | 50,400,000 | 27,600,000 | ||||||||||||||||
Sale of stock, price per share (usd per share) | $ 25.25 | $ 22.50 | $ 20.25 | $ 26 | ||||||||||||||||
Net proceeds after fees | $ 304,030,000 | |||||||||||||||||||
Debt face amount | $ 1,600,000 | |||||||||||||||||||
Number of shares called per warrant (in shares) | 52,800,000 | 52,800,000 | ||||||||||||||||||
Warrant exercise price (usd per share) | $ 11.50 | |||||||||||||||||||
Proceeds from warrant exercises | 0 | $ 277,526,000 | 0 | |||||||||||||||||
Stock repurchase program, authorized amount | $ 250,000,000 | |||||||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 90,644,000 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Number of shares issued (in shares) | 14,375,000 | |||||||||||||||||||
Net proceeds after fees | $ 1,392,671,000 | |||||||||||||||||||
Preferred Stock, Dividends Per Share, Declared | $ 1.3125 | $ 1.12 | ||||||||||||||||||
Brand Protection, AntiPiracy, and AntiFraud Solutions | Discontinued Operations, Disposed of by Sale | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Purchase price | $ 3,751,000 | |||||||||||||||||||
Impairment of intangible assets | 17,967,000 | |||||||||||||||||||
Goodwill, impairment loss | $ 468,000 | |||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Stock repurchase program, authorized amount | $ 1,000,000,000 | |||||||||||||||||||
Subsequent Event | Series A Preferred Stock [Member] | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Preferred Stock, Dividends Per Share, Declared | $ 1.3125 | |||||||||||||||||||
CPA Global | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Stock issued | 210,357,918 | |||||||||||||||||||
Value of stock issued | $ 43,890,000 | |||||||||||||||||||
Total consideration | $ 8,643,561,000 | |||||||||||||||||||
Cash | 2,078,084,000 | |||||||||||||||||||
Clarivate stock to be issued | $ 6,565,477,000 | |||||||||||||||||||
Newly issued ordinary shares (in shares) | 210,357,918 | 1,500,000 | ||||||||||||||||||
Decision Resources Group | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Total consideration | $ 964,997,000 | |||||||||||||||||||
Cash | $ 900,000,000 | |||||||||||||||||||
Clarivate stock to be issued | $ 61,619,000 | |||||||||||||||||||
Newly issued ordinary shares (in shares) | 2,895,638 | 2,895,638 | 2,895,638 | |||||||||||||||||
ProQuest | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Total consideration | $ 5,046,848,000 | |||||||||||||||||||
Cash | 3,951,947,000 | |||||||||||||||||||
Clarivate stock to be issued | $ 1,094,901,000 | |||||||||||||||||||
Newly issued ordinary shares (in shares) | 46,910,923 |
Uncategorized Items - _IXDS
Label | Element | Value |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | $ 25,584,000 |
Preferred Stock, Amount of Preferred Dividends in Arrears | us-gaap_PreferredStockAmountOfPreferredDividendsInArrears | 6,499,000 |
Affiliated Entity [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 5,052,165,000 |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Conversion of Units | us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits | 215,880,202 |