Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
Document Quarterly Report | true | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-38911 | |
Entity Registrant Name | CLARIVATE PLC | |
Entity Incorporation, State or Country Code | Y9 | |
Entity Address, Address Line One | 70 St. Mary Axe | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | EC3A 8BE | |
Entity Address, Country | GB | |
Country Region | 44 | |
City Area Code | 207 | |
Local Phone Number | 4334000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 675,764,415 | |
Entity Central Index Key | 0001764046 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Entity Tax Identification Number | 00-0000000 | |
Ordinary Shares | ||
Document Information [Line Items] | ||
Trading Symbol | CLVT | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Ordinary Shares, no par value | |
Series A Preferred Stock | ||
Document Information [Line Items] | ||
Trading Symbol | CLVT PR A | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | 5.25% Series A Mandatory Convertible Preferred Shares, no par value | |
Preferred Stock Purchase Rights | ||
Document Information [Line Items] | ||
Security Exchange Name | NYSE | |
Title of 12(b) Security | Series B Preferred Stock Purchase Rights |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 364.2 | $ 348.8 |
Restricted cash | 10.1 | 8 |
Accounts receivable, net | 838.6 | 872.1 |
Prepaid expenses | 111.4 | 89.4 |
Other current assets | 127 | 76.9 |
Total current assets | 1,451.3 | 1,395.2 |
Property and equipment, net | 52.3 | 54.5 |
Other intangible assets, net | 9,396.9 | 9,437.7 |
Goodwill | 2,891.5 | 2,876.5 |
Other non-current assets | 63.9 | 97.9 |
Deferred income taxes | 24.7 | 24.2 |
Operating lease right-of-use assets | 58.9 | 58.9 |
Total Assets | 13,939.5 | 13,944.9 |
Current liabilities: | ||
Accounts payable | 101.7 | 101.4 |
Accrued compensation | 80.1 | 132.1 |
Accrued expenses and other current liabilities | 362.1 | 352.1 |
Current portion of deferred revenues | 1,040.1 | 947.5 |
Current portion of operating lease liability | 24.6 | 25.7 |
Current portion of long-term debt | 1.1 | 1 |
Total current liabilities | 1,609.7 | 1,559.8 |
Long-term debt | 4,884.8 | 5,005 |
Warrant liabilities | 22.1 | 21 |
Non-current portion of deferred revenues | 38 | 38.5 |
Other non-current liabilities | 40 | 119.1 |
Deferred income taxes | 313.6 | 316.1 |
Operating lease liabilities | 72 | 72.9 |
Total liabilities | 6,980.2 | 7,132.4 |
Commitments and contingencies (Note 17) | ||
Shareholders’ equity: | ||
Preferred Shares, no par value; 14.4 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14.4 shares issued and outstanding as of both March 31, 2023 and December 31, 2022 | 1,392.6 | 1,392.6 |
Ordinary Shares, no par value; unlimited shares authorized at March 31, 2023 and December 31, 2022; 675.6 and 674.4 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 11,778.4 | 11,744.7 |
Accumulated other comprehensive loss | (577.5) | (665.9) |
Accumulated deficit | (5,634.2) | (5,658.9) |
Total shareholders’ equity | 6,959.3 | 6,812.5 |
Total Liabilities and Shareholders’ Equity | $ 13,939.5 | $ 13,944.9 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, authorized (in shares) | 14.4 | 14.4 |
Preferred stock, dividend rate (as a percent) | 5.25% | 5.25% |
Preferred stock, issued (in shares) | 14.4 | 14.4 |
Preferred stock, outstanding (in shares) | 14.4 | 14.4 |
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 |
Ordinary shares, issued (in shares) | 675.6 | 674.4 |
Ordinary shares, outstanding (in shares) | 675.6 | 674.4 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues, net | $ 629.1 | $ 662.2 |
Operating Expenses: | ||
Cost of revenues | 229.7 | 249.2 |
Selling, general and administrative costs | 194.8 | 193.7 |
Depreciation and amortization | 172.6 | 176.4 |
Restructuring and impairment | 9.4 | 11.7 |
Other operating income, net | (32) | (13.7) |
Total operating expenses | 574.5 | 617.3 |
Income from operations | 54.6 | 44.9 |
Mark to market (gain) loss on financial instruments | 1.1 | (100.4) |
Interest expense and amortization of debt discount, net | 73.6 | 59.5 |
Income (loss) before income taxes | (20.1) | 85.8 |
(Benefit) provision for income taxes | (63.6) | 16.3 |
Net income | 43.5 | 69.5 |
Dividends on preferred shares | 18.8 | 18.7 |
Net income (loss) attributable to ordinary shares | $ 24.7 | $ 50.8 |
Earnings per share | ||
Basic (usd per share) | $ 0.04 | $ 0.07 |
Diluted (usd per share) | $ 0.04 | $ (0.06) |
Weighted average shares used to compute earnings per share: | ||
Basic (in shares) | 674.8 | 682.5 |
Diluted (in shares) | 679.3 | 688 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 43.5 | $ 69.5 |
Other comprehensive income (loss), net of tax: | ||
Interest rate swaps | (12.4) | 11.9 |
Foreign currency translation adjustment | 100.8 | (235.1) |
Total other comprehensive income (loss), net of tax | 88.4 | (223.2) |
Comprehensive income (loss) | $ 131.9 | $ (153.7) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions | Total | Ordinary Shares | Preferred Shares | Treasury Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at beginning of the period (in shares) at Dec. 31, 2021 | 683,100,000 | 14,400,000 | ||||
Balance at beginning of the period at Dec. 31, 2021 | $ 11,925.9 | $ 11,827.9 | $ 1,392.6 | $ 326.7 | $ (1,604.4) | |
Balance at beginning of the period (in shares) at Dec. 31, 2021 | 500,000 | |||||
Balance at beginning of the period at Dec. 31, 2021 | $ 16.9 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Reclassification of EBT Shares | (500,000) | |||||
Exercise of stock options (in shares) | 200,000 | |||||
Exercise of stock options | 0.4 | $ 0.4 | ||||
Vesting of restricted stock units (in shares) | 700,000 | |||||
Share-based award activity (in shares) | (400,000) | |||||
Share-based award activity | $ 21.5 | $ 21.5 | ||||
Repurchase of ordinary shares (in shares) | (4,100,000) | (4,100,000) | (4,100,000) | |||
Repurchase of ordinary shares | $ (66.4) | $ (66.4) | ||||
Retirement of treasury shares (in shares) | (2,100,000) | (2,100,000) | ||||
Retirement of treasury shares | $ (33.3) | $ (34.8) | $ 33.3 | 1.5 | ||
Sale of treasury shares (in shares) | 41,700 | 0 | ||||
Sale of treasury shares | $ 0.6 | $ 1.3 | (0.7) | |||
Dividends to preferred shareholders | (18.7) | (18.7) | ||||
Net income (loss) | 69.5 | 69.5 | ||||
Other comprehensive income (loss) | (223.2) | (223.2) | ||||
Balance at end of the period (in shares) at Mar. 31, 2022 | 679,000,000 | 14,400,000 | ||||
Balance at end of the period at Mar. 31, 2022 | 11,709.6 | $ 11,815 | $ 1,392.6 | 103.5 | (1,552.8) | |
Balance at end of the period (in shares) at Mar. 31, 2022 | 2,500,000 | |||||
Balance at end of the period at Mar. 31, 2022 | $ (48.7) | |||||
Balance at beginning of the period (in shares) at Dec. 31, 2022 | 674,400,000 | 14,400,000 | ||||
Balance at beginning of the period at Dec. 31, 2022 | $ 6,812.5 | $ 11,744.7 | $ 1,392.6 | (665.9) | (5,658.9) | |
Balance at beginning of the period (in shares) at Dec. 31, 2022 | 0 | 0 | ||||
Balance at beginning of the period at Dec. 31, 2022 | $ 0 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Vesting of restricted stock units (in shares) | 1,800,000 | |||||
Share-based award activity (in shares) | (600,000) | |||||
Share-based award activity | $ 33.7 | $ 33.7 | ||||
Repurchase of ordinary shares (in shares) | 0 | |||||
Repurchase of ordinary shares | $ 0 | |||||
Retirement of treasury shares (in shares) | 0 | |||||
Retirement of treasury shares | $ 0 | |||||
Dividends to preferred shareholders | (18.8) | (18.8) | ||||
Net income (loss) | 43.5 | 43.5 | ||||
Other comprehensive income (loss) | 88.4 | 88.4 | ||||
Balance at end of the period (in shares) at Mar. 31, 2023 | 675,600,000 | 14,400,000 | ||||
Balance at end of the period at Mar. 31, 2023 | $ 6,959.3 | $ 11,778.4 | $ 1,392.6 | $ (577.5) | $ (5,634.2) | |
Balance at end of the period (in shares) at Mar. 31, 2023 | 0 | 0 | ||||
Balance at end of the period at Mar. 31, 2023 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 43.5 | $ 69.5 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 172.6 | 176.4 |
Share-based compensation | 40.7 | 24.6 |
Restructuring and impairment | 0.5 | (0.9) |
Mark to market loss (gain) on financial instruments | 1.1 | (100.4) |
Amortization of debt issuance costs | 5.1 | 3.6 |
Gain on legal settlement | (49.4) | 0 |
Other operating activities | 8.1 | (14.1) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 42.3 | 40.2 |
Prepaid expenses | (21.7) | (20.8) |
Other assets | 13.7 | (18.5) |
Accounts payable | (0.1) | (10.3) |
Accrued expenses and other current liabilities | (33) | (143.9) |
Deferred revenues | 85.5 | 63.3 |
Operating leases, net | (2) | (0.5) |
Other liabilities | (79.4) | (0.8) |
Net cash provided by operating activities | 227.5 | 67.4 |
Cash Flows From Investing Activities | ||
Capital expenditures | (59.3) | (41.4) |
Payments for acquisitions and cost method investments, net of cash acquired | (1.1) | (1.3) |
Net cash used in investing activities | (60.4) | (42.7) |
Cash Flows From Financing Activities | ||
Principal payments on term loan | (125) | (7.2) |
Payment of debt issuance costs and discounts | 0 | (2.1) |
Repurchases of ordinary shares | 0 | (55.1) |
Cash dividends on preferred shares | (18.9) | (18.9) |
Proceeds from stock options exercised | 0 | 0.4 |
Payments related to finance lease | (0.2) | (0.5) |
Payments related to tax withholding for stock-based compensation | (7.5) | (5.4) |
Net cash used in financing activities | (151.6) | (88.8) |
Effects of exchange rates | 2 | (7.8) |
Net increase in cash and cash equivalents | 15.4 | 69.3 |
Net increase (decrease) in restricted cash | 2.1 | (141.2) |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 17.5 | (71.9) |
Cash and cash equivalents, beginning of period | 348.8 | 430.9 |
Restricted cash, beginning of period | 8 | 156.7 |
Total cash and cash equivalents, and restricted cash, beginning of period | 356.8 | 587.6 |
Cash and cash equivalents, end of period | 364.2 | 500.2 |
Restricted cash, end of period | 10.1 | 15.5 |
Total cash and cash equivalents, and restricted cash, end of period | 374.3 | 515.7 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 40.7 | 27.8 |
Cash paid for income tax | 3 | 3.6 |
Capital expenditures included in accounts payable | 6 | 7.7 |
Non-Cash Financing Activities: | ||
Retirement of treasury shares | 0 | (33.3) |
Treasury share purchases settled after period end | 0 | 11.3 |
Total Non-Cash Financing Activities | 6.4 | (15.6) |
Series A Preferred Stock | ||
Non-Cash Financing Activities: | ||
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares | $ 6.4 | $ 6.4 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Preferred stock, dividend rate (as a percent) | 5.25% | 5.25% |
Background and Nature of Operat
Background and Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Nature of Operations | Background and Nature of Operations Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company organized under the laws of Jersey, Channel Islands, pursuant to the definitive agreement entered into on May 13, 2019 to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation ("Churchill") (the “2019 Transaction”). The Company is a provider of proprietary and comprehensive information, analytics, professional services and workflow solutions that enable users across government and academic institutions, life science and healthcare companies, corporations and law firms to power the entire innovation lifecycle, from cultivating curiosity to protecting the world's critical intellectual property assets. Clarivate has three reportable segments: Academia & Government ("A&G"), Intellectual Property ("IP"), and Life Sciences & Healthcare ("LS&H"). Our segment structure is organized based on the products we offer and the markets they serve. See Note 16 - Segment Information, for additional information on the Company's reportable segments. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022. Results from interim periods should not be considered indicative of results for the full year. In the opinion of management, these Condensed Consolidated Financial Statements reflect all adjustments necessary for a fair statement of financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable is considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Item 8. Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Newly Adopted Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform between March 12, 2020 and December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which provides additional optional guidance on the transition from LIBOR to include derivative instruments that use an interest rate for margining, discounting or contract price alignment. The standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. Additionally, in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848 , which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 to align with the amended cessation date of LIBOR. In 2020, the Company adopted ASU 2020-04, and, upon meeting the specified criteria in the guidance, elected the optional expedients for its interest rate swaps and debt agreements with reference to LIBOR. Accordingly, the Company has continued to account for its interest rate swaps in accordance with hedge accounting and has not applied modification accounting to its debt agreements. ASU 2021-01 and ASU 2022-06 did not have an effect on how the Company accounts for its interest rate swaps and debt agreements due to our election and application of the optional expedients discussed above in connection with ASU 2020-04. Recently Issued Accounting Standards There were no other new accounting standards or updates issued or effective as of March 31, 2023, that have, or are expected to have, a material impact on the Company's Condensed Consolidated Financial Statements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe Company has multiple agreements to sublease operating lease right of use assets and recognized $0.7 and $0.8 of sublease income for the three months ended March 31, 2023 and 2022, respectively, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations. |
Leases | LeasesThe Company has multiple agreements to sublease operating lease right of use assets and recognized $0.7 and $0.8 of sublease income for the three months ended March 31, 2023 and 2022, respectively, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following: March 31, December 31, 2023 2022 Computer hardware $ 47.2 $ 45.1 Leasehold improvements 16.2 16.1 Furniture, fixtures and equipment 40.2 39.0 Capital office leases - finance lease asset 8.0 8.0 Other 2.1 2.1 Total property and equipment, gross $ 113.7 $ 110.3 Accumulated depreciation (61.4) (55.8) Total property and equipment, net $ 52.3 $ 54.5 Depreciation expense was $5.9 and $10.6 for the three months ended March 31, 2023 and 2022, respectively |
Other Intangible Assets, net an
Other Intangible Assets, net and Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, net and Goodwill | Other Intangible Assets, net and Goodwill Other Intangible Assets, net The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: March 31, 2023 December 31, 2022 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets: Customer relationships $ 7,886.9 $ (918.6) $ 6,968.3 $ 7,809.0 $ (821.5) $ 6,987.5 Databases and content 2,711.9 (833.3) 1,878.6 2,681.0 (780.5) 1,900.5 Computer software 793.2 (446.4) 346.8 765.1 (422.2) 342.9 Other 88.6 (42.3) 46.3 88.8 (38.9) 49.9 Finite-lived intangible assets $ 11,480.6 $ (2,240.6) $ 9,240.0 $ 11,343.9 $ (2,063.1) $ 9,280.8 Indefinite-lived intangible assets: Trade names 156.9 — 156.9 156.9 — 156.9 Total intangible assets $ 11,637.5 $ (2,240.6) $ 9,396.9 $ 11,500.8 $ (2,063.1) $ 9,437.7 Intangible amortization expense was $166.7 and $165.8 for the three months ended March 31, 2023, and 2022, respectively. Goodwill The change in the carrying amount of goodwill by segment is shown below: A&G IP LS&H Consolidated Total Balance as of December 31, 2022 $ 1,109.8 $ 590.3 $ 1,176.4 $ 2,876.5 Impact of foreign currency fluctuations (0.1) 15.1 — 15.0 Balance as of March 31, 2023 $ 1,109.7 $ 605.4 $ 1,176.4 $ 2,891.5 |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company has interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on its outstanding LIBOR-based Term Loan arrangements. Our interest rate swap arrangements are subject to hedge accounting, by designating the interest rate swaps as hedges on applicable future quarterly interest payments. The following table provides a summary of the Company's interest rate swap arrangements by maturity date as of March 31, 2023 : Notional Value Effective Date Maturity Date Fixed Rate $49.0 March 31, 2021 September 29, 2023 1.695% $49.0 April 30, 2021 September 29, 2023 1.695% $100.0 March 31, 2021 March 28, 2024 0.451% $100.0 October 31, 2022 March 28, 2024 0.471% $150.0 October 31, 2022 March 31, 2024 0.487% $385.5 August 4, 2022 October 31, 2026 2.857% $385.5 August 5, 2022 October 31, 2026 3.063% Changes in fair value are recorded in Accumulated other comprehensive income (loss) ("AOCI") in the Condensed Consolidated Balance Sheets and the amounts reclassified out of AOCI are recorded to Interest expense and amortization of debt discount, net in the Condensed Consolidated Statements of Operations. 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 Other non-current liabilities in the Condensed Consolidated Balance Sheets, according to the duration of related cash flows. The fair value of the interest rate swaps was an asset balance of $34.6 and $49.5 as of March 31, 2023 and December 31, 2022, respectively. See Note 8 - Fair Value Measurements for additional information related to the fair value of these derivative instruments. For additional information on our interest rate risk, see Item 3. Quantitative and Qualitative Disclosures about Market Risk, and see Note 9 - Debt for additional information on our outstanding Term Loan. Foreign Currency Forward Contracts The Company periodically enters into foreign currency contracts, which generally do not exceed 180 days in duration, to help manage the Company’s exposure to foreign exchange rate risks. The contracts are not designated as accounting hedges under the applicable sections of ASC 815, Derivatives and Hedging . The Company accounts for these forward contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating income, net in the Condensed Consolidated Statements of Operations. During the three months ended March 31, 2023 and 2022 , the Company recognized a (gain) loss from the mark to market adjustment of $(3.2) and $6.7, respectively. The principal amount of outstanding foreign currency contracts was $187.2 as of March 31, 2023 and $165.1 as of December 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Recorded at Fair Value on a Recurring Basis The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as of March 31, 2023 and December 31, 2022: March 31, 2023 Level 2 Level 3 Total Assets Forward currency contracts asset - current $ 3.7 $ — $ 3.7 Interest rate swap asset - current 16.1 — 16.1 Interest rate swap asset - non-current 18.5 — 18.5 Total $ 38.3 $ — $ 38.3 Liabilities Forward currency contracts liability - current $ 0.1 $ — $ 0.1 Warrant liability — 22.1 22.1 Total $ 0.1 $ 22.1 $ 22.2 December 31, 2022 Level 2 Level 3 Total Assets Forward currency contracts asset - current $ 0.8 $ — $ 0.8 Interest rate swap asset - current 2.3 — 2.3 Interest rate swap asset - non-current 47.2 — 47.2 Total $ 50.3 $ — $ 50.3 Liabilities Forward currency contracts liability - current $ 0.4 $ — $ 0.4 Warrant liability — 21.0 21.0 Total $ 0.4 $ 21.0 $ 21.4 There were no transfers of assets or liabilities between levels during the three months ended March 31, 2023 or year ended December 31, 2022. Private Placement Warrants - The following table summarizes the changes in the Private Placement Warrants liability for the three months ended March 31, 2023 and 2022: 2023 2022 Balance as of January 1 $ 21.0 $ 227.8 Mark to market loss (gain) on financial instruments 1.1 (100.4) Exercise of Private Placement Warrants — — Balance as of March 31 $ 22.1 $ 127.4 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table is a summary of the Company’s debt: March 31, 2023 December 31, 2022 Type Maturity Effective Carrying Effective Carrying Senior Notes 2029 4.875 % $ 921.4 4.875 % $ 921.4 Senior Secured Notes 2028 3.875 % 921.2 3.875 % 921.2 Revolving Credit Facility 2027 7.657 % — 7.234 % — Term Loan Facility 2026 7.840 % 2,372.4 7.384 % 2,497.4 Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0 Finance lease 2036 6.936 % 31.1 6.936 % 31.3 Total debt outstanding 4,946.1 5,071.3 Debt discounts and issuance costs (60.2) (65.3) Current portion of long-term debt (1.1) (1.0) Long-term debt $ 4,884.8 $ 5,005.0 Financing Transactions Senior Notes (2029) and Senior Secured Notes (2028) The Company has $921.2 aggregate principal amount of its Senior Secured Notes due 2028 and $921.4 aggregate principal amount of its Senior Notes due 2029 bearing interest at a rate of 3.875% and 4.875% per annum, respectively, payable semi-annually to holders of record on June 30 and December 30 of each year. The first interest payment was paid in December 2021. Both of these series of Notes were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with borrowings under the existing credit facilities and Senior Secured Notes due 2026. Both of these series of Notes are guaranteed on a joint and several basis by each of Clarivate’s indirect subsidiaries that is an obligor or guarantor under Clarivate’s existing credit facilities and Senior Secured Notes due 2026. The Senior Notes due 2029 are the Issuer’s and such guarantors’ unsecured obligations. Senior Secured Notes (2026) The Company has $700.0 aggregate principal amount of its Senior Secured Notes due 2026 bearing interest at a rate of 4.50% per annum, payable semi-annually to holders of record on May 1 and November 1 of each year. The first interest payment was paid in May 2020. The Senior Secured Notes due 2026 were issued by Camelot Finance S.A. (the "Lux Issuer"), an indirect wholly-owned subsidiary of Clarivate, and are secured on a first-lien pari passu basis with borrowings under the Credit Facilities and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by each of Clarivate's indirect subsidiaries that is an obligor or guarantor under the Credit Facilities and are general senior secured obligations of the Lux Issuer and are secured on a first-priority basis by the collateral now owned or hereafter acquired by the Lux Issuer and each of the guarantors that secures the Issuer’s and such guarantor’s obligations under Clarivate's credit facilities (subject to permitted liens and other exceptions). The Credit Facilities The Company's Credit Facilities consist of a $750.0 Revolving Credit Facility with a $80.0 letter of credit sublimit, due 2027, and a $2,860.0 Term Loan Facility due 2026. Revolving Credit Facility As of March 31, 2023 and December 31, 2022, the Company had no outstanding balance on its Revolving Credit Facility. The facility provides for revolving loans, same-day borrowings and letters of credit pursuant to commitments in an aggregate principal amount of $750.0 with a letter of credit sublimit of $80.0. Proceeds of loans made under the Revolving Credit Facility may be borrowed, repaid and reborrowed prior to the maturity of the Revolving Credit Facility. Our ability to draw under the Revolving Credit Facility or issue letters of credit thereunder is 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 March 31, 2023, letters of credit totaling $9.5 were collateralized by the Revolving Credit Facility, and, notwithstanding the Revolving Credit Facility, the Company had unsecured corporate guarantees outstanding of $12.5 and cash collateralized letters of credit of $4.2, which were not collateralized by the Revolving Credit Facility. Term Loan Facility (2026) The Company has a Term Loan Facility of $2,860.0 due 2026, which was fully drawn at closing. During the fourth quarter of 2022, the Company made a $300.0 prepayment on its Term Loan Facility and made another prepayment of $125.0 during the three months ended March 31, 2023. Prior to the initial prepayment, the principal amount of the Term Loan Facility was repaid by the Company on the last business day of each March, June, September and December, in an amount equal to 0.25% of the aggregate original par principal amount of the initial term loans. 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 $4,674.0 and $4,709.6 at March 31, 2023 and December 31, 2022, respectively, and is considered Level 2 under the fair value hierarchy. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregated Revenues We disaggregate our revenues by segment (see Note 16 - Segment Information) and by transaction type based on revenue recognition pattern as follows: • Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. Revenues from the sale of subscription data, maintenance services, and analytics solutions are recognized ratably over the contractual period. • Re-occurring revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or the contract is for multiple years. Deliverables are usually received by the customer instantly or in a short period of time, at which time the revenues are recognized. The most significant component of our re-occurring revenues is our 'renewal' business within CPA Global. • Transactional and other revenues. Transactional and other revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional and other revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order. Other revenues relate to professional services including implementation for software and software as a service ("SaaS") subscriptions. These contracts vary in length from several months to years for multi-year projects. Revenue is recognized over time utilizing a reasonable measure of progress depicting the satisfaction of the related performance obligation. Other revenues also includes one-time perpetual archive license revenues. The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented: Three Months Ended March 31, 2023 2022 Subscription revenues $ 393.2 $ 403.8 Re-occurring revenues 107.7 114.5 Transactional and other revenues 128.2 143.7 Deferred revenues adjustment — 0.2 Revenues, net $ 629.1 $ 662.2 Contract Balances Balances, as of: Accounts receivable, net Current Non-current December 31, 2022 $ 872.1 $ 947.5 $ 38.5 March 31, 2023 838.6 1,040.1 38.0 Increase (decrease) $ (33.5) $ 92.6 $ (0.5) December 31, 2021 $ 906.4 $ 1,030.4 $ 54.2 March 31, 2022 859.8 1,080.6 54.7 Increase (decrease) $ (46.6) $ 50.2 $ 0.5 The Company recognized revenue of $457.8 and $354.0 during the three months ended March 31, 2023 and 2022, respectively, attributable to deferred revenues recorded at the beginning of each such period. Those amounts primarily consisted of subscription revenues recognized ratably over the contractual term during the respective reporting periods. Transaction Price Allocated to Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. Our most significant remaining performance obligations relate to contracts in which we license the right to use our products to our customers or provide maintenance services over the remaining contractual term, a majority of which are contracts with a duration of one year or less. As of March 31, 2023, approximately 90% of the aggregate transaction price allocated to remaining performance obligations are expected to be satisfied within one year. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity As of March 31, 2023, there were unlimited shares of ordinary stock authorized and 675.6 million shares issued and outstanding, with no par value. The Company did not hold any shares as treasury shares as of March 31, 2023 and December 31, 2022. The Company’s ordinary shareholders are entitled to one vote per share. MCPS Offering In June 2021, concurrently with the June 2021 Ordinary Share Offering (see Note 1 - Background and Nature of Operations, in our Annual Report on Form 10-K), we completed a public offering of 14.4 million of our 5.25% Series A Mandatory Convertible Preferred Shares ("MCPS") (which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). Dividends on our mandatory convertible preferred shares are payable, as and if declared by our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. We may pay declared dividends on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021, and ending on, and including, June 1, 2024. Each of our convertible preferred shares has a liquidation preference of $100.00. As of March 31, 2023, we accrued $6.4 of preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared). Treasury Shares CPA Global Acquisition Shares - During the three months ended March 31, 2022, 41.7 thousand shares held in the Employee Benefit Trust ("EBT"), established for the CPA Global Equity Plan, were sold at an average net price per share of $15.01 to fund the payment to the respective employees. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Condensed Consolidated Statement of Changes in Equity in the amount of $0.7 during the three months ended March 31, 2022. The CPA Global Equity Plan was terminated during the year ended December 31, 2022 after all remaining shares were sold and payments were made to respective employees. Share Repurchase Program and Share Retirements - In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. During the three months ended March 31, 2022, the Company repurchased 4.1 million ordinary shares at an average price per share of $16.16 with a total carrying value of $66.4, which included $11.3 of March purchases that cash settled in April 2022. Of the total ordinary shares purchased during three months ended March 31, 2022, 2.1 million shares with a carrying value of $33.3 were retired and restored as authorized but unissued ordinary shares. Upon formal retirement and in accordance with ASC Topic 505, Equity , the Company reduced its ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated gain was recognized within the Condensed Consolidated Statement of Changes in Equity in the amount of $1.5. As of March 31, 2023, the Company had approximately $825.0 of availability remaining under this program. Three Months Ended March 31, 2023 2022 Total number of shares repurchased — 4.1 Average price paid per share $ — $ 16.16 Total $ — $ 66.4 Total shares retired — 2.1 Average price at retirement date $ — $ 15.71 Total $ — $ 33.3 |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation The Company grants share-based awards under the Clarivate Plc 2019 Incentive Award Plan ("the Plan"). As of March 31, 2023, approximately 25.6 million of the Company’s ordinary shares were available for share-based awards. The Plan provides for the issuance of stock options, restricted stock units ("RSUs") and performance share units ("PSUs"). Share-based compensation expense is recorded to the “Cost of revenues" and “Selling, general and administrative” line items on the accompanying Consolidated Statements of Operations. Total share-based compensation expense for the three months ended March 31, 2023 and 2022, comprised of the following: Three Months Ended March 31, 2023 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 12.8 $ 0.2 $ — $ 13.0 Selling, general and administrative costs 1.9 16.7 9.6 — 28.2 Total share-based compensation expense $ 1.9 $ 29.5 $ 9.8 $ — $ 41.2 Three Months Ended March 31, 2022 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 9.6 $ 0.1 $ (0.4) $ 9.3 Selling, general and administrative costs — 16.2 1.0 0.1 17.3 Total share-based compensation expense $ — $ 25.8 $ 1.1 $ (0.3) $ 26.6 The following table summarizes the Company’s existing share-based compensation awards program activity for the three months ended March 31, 2023, and 2022, respectively: Three Months Ended March 31, 2023 Stock Options RSUs PSUs Balance at December 31, 2022 3.7 13.5 2.1 Granted — 4.2 1.2 Exercised/Vested — (1.8) — Forfeited/Unexercised — (0.4) (0.5) Balance at March 31, 2023 3.7 15.5 2.8 Total remaining unamortized compensation costs $ — $ 121.0 $ 42.0 Weighted average remaining service period 0 years 1.23 years 2.40 years Three Months Ended March 31, 2022 Stock Options RSUs PSUs Balance at December 31, 2021 4.8 4.5 1.4 Granted — 3.9 0.9 Vested (0.2) (0.7) — Forfeited (0.1) (0.1) — Balance at March 31, 2022 4.5 7.6 2.3 Total remaining unamortized compensation costs $ — $ 89.4 $ 11.6 Weighted average remaining service period 0 years 1.40 years 1.90 years |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the three months ended March 31, 2023 and 2022, the Company recognized an income tax benefit of $63.6 on loss before income taxes of $20.1 and an income tax provision of $16.3 on income before income taxes of $85.8, respectively. The effective tax rate was 316.4% for the three months ended March 31, 2023, as compared to 19.0% for the three months ended March 31, 2022. The overall decrease in tax expense is primarily due to the $70.4 tax benefit recorded on the settlement of an open tax dispute in Israel during the three months ended March 31, 2023, and due to the change in the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. The Company maintained a $25.2 valuation allowance against certain US deferred tax assets as of March 31, 2023. We believe it is reasonably possible that within the next 12 months sufficient positive evidence may become available to conclude that part, or all, of this valuation allowance is no longer needed. The timing and amount of any valuation allowance release are subject to change based on multiple factors, including the level of profitability that we are able to actually achieve. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings Per Share Basic net earnings per ordinary share from continuing operations (“EPS”) is calculated by taking Net income (loss) available to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the applicable period. Diluted net EPS is computed by taking net earnings adjusted for the effect of the fair value of Private Placement Warrants divided by the weighted average number of ordinary shares outstanding increased by the number of additional shares which have a dilutive effect. Potential ordinary shares on a gross basis of 17.8 million and 26.9 million options, RSUs, PSUs, and Warrants related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three months ended March 31, 2023 and 2022, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. See Note 11 - Shareholders’ Equity and Note 12 - Share-based Compensation for additional information. The potential dilutive effect of our MCPS outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The resulting weighted-average ordinary shares of 55.3 million related to our MCPS are not included in the dilutive weighted-average ordinary shares outstanding calculation for the three months ended March 31, 2023, as their effect would be anti-dilutive. The basic and diluted EPS computations for our ordinary shares are calculated as follows: Three Months Ended March 31, 2023 2022 Basic EPS Net income available to ordinary shareholders $ 43.5 $ 69.5 Dividends on preferred shares 18.8 18.7 Net income attributable to ordinary shares $ 24.7 $ 50.8 Basic weighted-average number of ordinary shares outstanding 674.8 682.5 Basic EPS $ 0.04 $ 0.07 Diluted EPS Net income attributable to ordinary shares $ 24.7 $ 50.8 Change in fair value of private placement warrants — (94.9) Net income (loss) attributable to ordinary shares, diluted $ 24.7 $ (44.1) Denominator: Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic 674.8 682.5 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 4.5 5.5 Diluted weighted-average number of ordinary shares outstanding 679.3 688.0 Diluted EPS $ 0.04 $ (0.06) |
Other Operating Expense (Income
Other Operating Expense (Income), Net | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense (Income), Net | Other Operating Income, Net Other operating income, net, consisted of the following for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Gain on legal settlement (1) $ (49.4) $ — Net foreign exchange loss (gain) 20.6 (20.4) Miscellaneous (income) expense, net (3.2) 6.7 Other operating income, net $ (32.0) $ (13.7) (1) Refer to Note 17 - Commitments and Contingencies for further information. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment 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 Adjusted EBITDA. The CODM does not review assets by segment for the purposes of assessing performance or allocating resources. Below is the overview of the product groups within each reportable segment. This structure enables a sharp focus on cross-selling opportunities within the markets we serve and provides substantial scale. • The A&G segment consists of our Academia & Government product group, which drives research excellence across institutions, empower researchers to tackle today’s global challenges and help academic institutions and libraries improve operational efficiency and effectiveness. • The IP segment consists of our Patent Intelligence, Brand IP Intelligence and IP Lifecycle Management product groups, which enable customers establish, protect and manage their intellectual property. • The LS&H segment consists of our Life Sciences & Healthcare product group, which includes products and solutions that provide insight and foresight across the drug and device lifecycle, empowering life science and healthcare organizations to create a healthier tomorrow. Each of the three 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 segment revenue and Adjusted EBITDA. Adjusted EBITDA represents net income (loss) before the provision for income taxes, depreciation and amortization, and interest expense adjusted to exclude acquisition and disposal-related transaction costs, losses on extinguishment of debt, share-based compensation, unrealized foreign currency remeasurement, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements, goodwill impairment and other items that are included in net income (loss) for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Revenues, net by segment The following table summarizes revenue by reportable segment for the periods indicated: Three Months Ended March 31, 2023 2022 Academia and Government $ 314.7 $ 311.8 Intellectual Property 209.1 241.8 Life Sciences and Healthcare 105.3 108.6 Total Revenues, net $ 629.1 $ 662.2 Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to net income for the periods indicated: Three Months Ended March 31, 2023 2022 Academia and Government $ 125.4 $ 104.5 Intellectual Property 94.6 117.6 Life Sciences and Healthcare 32.7 40.2 Total Adjusted EBITDA $ 252.7 $ 262.3 Benefit (provision) for income taxes 63.6 (16.3) Depreciation and amortization (172.6) (176.4) Interest expense and amortization of debt discount, net (73.6) (59.5) Mark to market (loss) gain on financial instruments (1) (1.1) 100.4 Deferred revenues adjustment — 0.2 Transaction related costs (2) (1.7) (6.7) Share-based compensation expense (41.2) (37.0) Restructuring and impairment (3) (9.4) (11.7) Other (4) 26.8 14.2 Net income $ 43.5 $ 69.5 Dividends on preferred shares (18.8) (18.7) Net income attributable to ordinary shares $ 24.7 $ 50.8 (1) Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging . Refer to Note 8 - Fair Value Measurements for further information. (2) 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. (3) Primarily reflects severance and related benefit costs related to approved restructuring programs. Refer to Note 19 - Restructuring and Impairment for further information. (4) The current year period primarily includes the gain on legal settlement, which was partially offset by a net loss on foreign exchange re-measurement. The prior year period includes a net gain on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. Refer to Note 15 - Other Operating Income, Net and Note 17 - Commitments and Contingencies for further information. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 approximately $32, which includes estimated legal costs and accrued interest. The recorded probable loss is an estimate and the actual costs arising from our litigation could be materially lower or higher. We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters. During the three months ended March 31, 2023, we reached settlement related to the potential liability for one of the larger legal claims. Amounts payable by us in settlement are covered by insurance. As a result, we have adjusted our reserve for this liability to approximately $29 and recognized a gain on the release of the remaining net liability of approximately $20 within Other operating income, net in the Condensed Consolidated Statements of Operations. Additionally, we have confirmed acknowledgement with the Company’s insurance carrier of payment and have determined that collection is probable. Accordingly, we have recorded a recovery asset of approximately $29 within Other current assets as of March 31, 2023 and a total gain on settlement of approximately $49. Between January and March 2022, three putative securities class action complaints were filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022. On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate common or preferred shares in connection with offerings on June 10, 2021, or Clarivate common shares in connection with a September 13, 2021, offering. The amended complaint, like the prior complaints, 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, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued financial statements; the amended complaint also alleges that the Company and certain of its executives and directors made false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to dismiss the amended complaint on October 7, 2022. The motions to dismiss were fully briefed as of January 20, 2023, and oral argument on the pending motions is currently scheduled for May 19, 2023. On June 7, 2022, a class action was filed in Pennsylvania state court in the Court of Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary objections to the state court complaint on October 21, 2022. Briefing on defendants' preliminary objections was completed on December 12, 2022, and the preliminary objections remain pending. On January 4, 2023, the court granted a partial stay of all proceedings until further court order after oral argument on the stay motion. Following oral argument on April 11, 2023, the court denied a further stay of the proceedings on April 17, 2023. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from these matters. 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 As of March 31, 2023 and December 31, 2022, there were no outstanding contingent liabilities. MCPS Dividends As noted in Note 11 - 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 11 - Shareholders’ Equity for further details. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On December 1, 2021, Clarivate closed its acquisition of ProQuest from CIG, Atairos and certain other equity holders (the "Seller Group"). The aggregate consideration included $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group. As part of the acquisition, and as a result, CIG is a related party to Clarivate. Clarivate assumed a Finance lease in which CIG is the Lessor as part of the acquisition. For the three months ended March 31, 2023, interest expense of $0.5 and amortization of the Finance lease right of use asset ("ROU") of $0.1 is reflected in the Condensed Consolidated Statements of Operations. The Finance lease ROU asset of $8.0 is presented within Property, Plant, and Equipment (see Note 5 - Property and Equipment, Net) and the corresponding lease liability of $31.1 is treated as an item of indebtedness (see Note 9 - Debt) within the Condensed Consolidated Balance Sheet. Clarivate has a vendor and customer arrangement with an affiliate of one of our directors. During the three months ended March 31, 2023 and 2022, the Company recognized revenues, net of $0.2 and $0.2 and incurred expenses of $1.2 and $1.1, respectively, related to the arrangement. As of March 31, 2023 and December 31, 2022, the Company had no outstanding receivables and payables related to the arrangement. |
Restructuring and Impairment
Restructuring and Impairment | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairment | Restructuring and Impairment One Clarivate Program - During the second quarter of 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce. ProQuest Acquisition Integration Program - D uring the fourth quarter of 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce. Other Restructuring Programs - During the fourth quarter of 2019 and throughout 2020, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base, resulting in the implementation of several cost-saving and margin improvement programs designed to generate substantial incremental cash flows. The following table summarizes the pre-tax charges by activity and program during the periods indicated: Three Months Ended March 31, 2023 2022 Severance and Related Benefit Costs: One Clarivate Program $ — $ 5.7 ProQuest Acquisition Integration Program 9.3 4.2 Other Restructuring Programs — 0.4 Total Severance and Related Benefit Costs $ 9.3 $ 10.3 Exit and Disposal Costs: ProQuest Acquisition Integration Program $ 0.1 $ 1.8 Other Restructuring Programs — (0.1) Total Exit and Disposal Costs $ 0.1 $ 1.7 Lease Abandonment Costs: Other Restructuring Programs — (0.3) Total Lease Abandonment Costs $ — $ (0.3) Total Restructuring and Impairment Costs $ 9.4 $ 11.7 The following table summarizes the pre-tax charges by program and segment during the periods indicated: Three Months Ended March 31, 2023 2022 Academia and Government: One Clarivate Program $ — $ 2.9 ProQuest Acquisition Integration Program 5.1 3.2 Other Restructuring Programs — (0.2) Total Academia and Government $ 5.1 $ 5.9 Intellectual Property: One Clarivate Program $ — $ 2.0 ProQuest Acquisition Integration Program 2.7 1.9 Other Restructuring Programs — 0.2 Total Intellectual Property $ 2.7 $ 4.1 Life Sciences and Healthcare: One Clarivate Program $ — $ 0.8 ProQuest Acquisition Integration Program 1.6 0.9 Total Life Sciences and Healthcare $ 1.6 $ 1.7 Total, Restructuring and impairment expense $ 9.4 $ 11.7 The following table summarizes the activity relating to the restructuring reserves across each of Clarivate's cost-saving programs during the periods indicated: Severance and Exit, Disposal Total Reserve Balance as of December 31, 2022 $ 11.5 $ 0.1 $ 11.6 Expenses recorded 9.3 0.1 9.4 Payments made (12.8) (0.1) (12.9) Noncash items (0.5) — (0.5) Reserve Balance as of March 31, 2023 $ 7.5 $ 0.1 $ 7.6 Reserve Balance as of December 31, 2021 $ 28.3 $ 0.7 $ 29.0 Expenses recorded 10.3 1.4 11.7 Payments made (23.7) (0.5) (24.2) Noncash items (0.1) 0.5 0.4 Reserve Balance as of March 31, 2022 $ 14.8 $ 2.1 $ 16.9 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsManagement has evaluated the impact of events that have occurred subsequent to March 31, 2023. Based on this evaluation, other than disclosed within these Condensed Consolidated Financial Statements and related notes, the Company has determined no other events were required to be recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Newly Adopted Accounting Standards and Recently Issued Accounting Standards | Newly Adopted Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform between March 12, 2020 and December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which provides additional optional guidance on the transition from LIBOR to include derivative instruments that use an interest rate for margining, discounting or contract price alignment. The standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. Additionally, in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848 , which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 to align with the amended cessation date of LIBOR. In 2020, the Company adopted ASU 2020-04, and, upon meeting the specified criteria in the guidance, elected the optional expedients for its interest rate swaps and debt agreements with reference to LIBOR. Accordingly, the Company has continued to account for its interest rate swaps in accordance with hedge accounting and has not applied modification accounting to its debt agreements. ASU 2021-01 and ASU 2022-06 did not have an effect on how the Company accounts for its interest rate swaps and debt agreements due to our election and application of the optional expedients discussed above in connection with ASU 2020-04. Recently Issued Accounting Standards There were no other new accounting standards or updates issued or effective as of March 31, 2023, that have, or are expected to have, a material impact on the Company's Condensed Consolidated Financial Statements. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: March 31, December 31, 2023 2022 Computer hardware $ 47.2 $ 45.1 Leasehold improvements 16.2 16.1 Furniture, fixtures and equipment 40.2 39.0 Capital office leases - finance lease asset 8.0 8.0 Other 2.1 2.1 Total property and equipment, gross $ 113.7 $ 110.3 Accumulated depreciation (61.4) (55.8) Total property and equipment, net $ 52.3 $ 54.5 |
Other Intangible Assets, net _2
Other Intangible Assets, net and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets | The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: March 31, 2023 December 31, 2022 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets: Customer relationships $ 7,886.9 $ (918.6) $ 6,968.3 $ 7,809.0 $ (821.5) $ 6,987.5 Databases and content 2,711.9 (833.3) 1,878.6 2,681.0 (780.5) 1,900.5 Computer software 793.2 (446.4) 346.8 765.1 (422.2) 342.9 Other 88.6 (42.3) 46.3 88.8 (38.9) 49.9 Finite-lived intangible assets $ 11,480.6 $ (2,240.6) $ 9,240.0 $ 11,343.9 $ (2,063.1) $ 9,280.8 Indefinite-lived intangible assets: Trade names 156.9 — 156.9 156.9 — 156.9 Total intangible assets $ 11,637.5 $ (2,240.6) $ 9,396.9 $ 11,500.8 $ (2,063.1) $ 9,437.7 |
Schedule of Change in the Carrying Amount of Goodwill | The change in the carrying amount of goodwill by segment is shown below: A&G IP LS&H Consolidated Total Balance as of December 31, 2022 $ 1,109.8 $ 590.3 $ 1,176.4 $ 2,876.5 Impact of foreign currency fluctuations (0.1) 15.1 — 15.0 Balance as of March 31, 2023 $ 1,109.7 $ 605.4 $ 1,176.4 $ 2,891.5 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of interest rate swap arrangements | The following table provides a summary of the Company's interest rate swap arrangements by maturity date as of March 31, 2023 : Notional Value Effective Date Maturity Date Fixed Rate $49.0 March 31, 2021 September 29, 2023 1.695% $49.0 April 30, 2021 September 29, 2023 1.695% $100.0 March 31, 2021 March 28, 2024 0.451% $100.0 October 31, 2022 March 28, 2024 0.471% $150.0 October 31, 2022 March 31, 2024 0.487% $385.5 August 4, 2022 October 31, 2026 2.857% $385.5 August 5, 2022 October 31, 2026 3.063% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis | The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as of March 31, 2023 and December 31, 2022: March 31, 2023 Level 2 Level 3 Total Assets Forward currency contracts asset - current $ 3.7 $ — $ 3.7 Interest rate swap asset - current 16.1 — 16.1 Interest rate swap asset - non-current 18.5 — 18.5 Total $ 38.3 $ — $ 38.3 Liabilities Forward currency contracts liability - current $ 0.1 $ — $ 0.1 Warrant liability — 22.1 22.1 Total $ 0.1 $ 22.1 $ 22.2 December 31, 2022 Level 2 Level 3 Total Assets Forward currency contracts asset - current $ 0.8 $ — $ 0.8 Interest rate swap asset - current 2.3 — 2.3 Interest rate swap asset - non-current 47.2 — 47.2 Total $ 50.3 $ — $ 50.3 Liabilities Forward currency contracts liability - current $ 0.4 $ — $ 0.4 Warrant liability — 21.0 21.0 Total $ 0.4 $ 21.0 $ 21.4 Private Placement Warrants - The following table summarizes the changes in the Private Placement Warrants liability for the three months ended March 31, 2023 and 2022: 2023 2022 Balance as of January 1 $ 21.0 $ 227.8 Mark to market loss (gain) on financial instruments 1.1 (100.4) Exercise of Private Placement Warrants — — Balance as of March 31 $ 22.1 $ 127.4 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table is a summary of the Company’s debt: March 31, 2023 December 31, 2022 Type Maturity Effective Carrying Effective Carrying Senior Notes 2029 4.875 % $ 921.4 4.875 % $ 921.4 Senior Secured Notes 2028 3.875 % 921.2 3.875 % 921.2 Revolving Credit Facility 2027 7.657 % — 7.234 % — Term Loan Facility 2026 7.840 % 2,372.4 7.384 % 2,497.4 Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0 Finance lease 2036 6.936 % 31.1 6.936 % 31.3 Total debt outstanding 4,946.1 5,071.3 Debt discounts and issuance costs (60.2) (65.3) Current portion of long-term debt (1.1) (1.0) Long-term debt $ 4,884.8 $ 5,005.0 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented: Three Months Ended March 31, 2023 2022 Subscription revenues $ 393.2 $ 403.8 Re-occurring revenues 107.7 114.5 Transactional and other revenues 128.2 143.7 Deferred revenues adjustment — 0.2 Revenues, net $ 629.1 $ 662.2 The following table summarizes revenue by reportable segment for the periods indicated: Three Months Ended March 31, 2023 2022 Academia and Government $ 314.7 $ 311.8 Intellectual Property 209.1 241.8 Life Sciences and Healthcare 105.3 108.6 Total Revenues, net $ 629.1 $ 662.2 |
Schedule of contract balances | Balances, as of: Accounts receivable, net Current Non-current December 31, 2022 $ 872.1 $ 947.5 $ 38.5 March 31, 2023 838.6 1,040.1 38.0 Increase (decrease) $ (33.5) $ 92.6 $ (0.5) December 31, 2021 $ 906.4 $ 1,030.4 $ 54.2 March 31, 2022 859.8 1,080.6 54.7 Increase (decrease) $ (46.6) $ 50.2 $ 0.5 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Class of Treasury Stock | Three Months Ended March 31, 2023 2022 Total number of shares repurchased — 4.1 Average price paid per share $ — $ 16.16 Total $ — $ 66.4 Total shares retired — 2.1 Average price at retirement date $ — $ 15.71 Total $ — $ 33.3 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total share-based compensation expense for the three months ended March 31, 2023 and 2022, comprised of the following: Three Months Ended March 31, 2023 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 12.8 $ 0.2 $ — $ 13.0 Selling, general and administrative costs 1.9 16.7 9.6 — 28.2 Total share-based compensation expense $ 1.9 $ 29.5 $ 9.8 $ — $ 41.2 Three Months Ended March 31, 2022 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 9.6 $ 0.1 $ (0.4) $ 9.3 Selling, general and administrative costs — 16.2 1.0 0.1 17.3 Total share-based compensation expense $ — $ 25.8 $ 1.1 $ (0.3) $ 26.6 |
Share-based Payment Arrangement, Activity | The following table summarizes the Company’s existing share-based compensation awards program activity for the three months ended March 31, 2023, and 2022, respectively: Three Months Ended March 31, 2023 Stock Options RSUs PSUs Balance at December 31, 2022 3.7 13.5 2.1 Granted — 4.2 1.2 Exercised/Vested — (1.8) — Forfeited/Unexercised — (0.4) (0.5) Balance at March 31, 2023 3.7 15.5 2.8 Total remaining unamortized compensation costs $ — $ 121.0 $ 42.0 Weighted average remaining service period 0 years 1.23 years 2.40 years Three Months Ended March 31, 2022 Stock Options RSUs PSUs Balance at December 31, 2021 4.8 4.5 1.4 Granted — 3.9 0.9 Vested (0.2) (0.7) — Forfeited (0.1) (0.1) — Balance at March 31, 2022 4.5 7.6 2.3 Total remaining unamortized compensation costs $ — $ 89.4 $ 11.6 Weighted average remaining service period 0 years 1.40 years 1.90 years |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS computations for our common stock | The basic and diluted EPS computations for our ordinary shares are calculated as follows: Three Months Ended March 31, 2023 2022 Basic EPS Net income available to ordinary shareholders $ 43.5 $ 69.5 Dividends on preferred shares 18.8 18.7 Net income attributable to ordinary shares $ 24.7 $ 50.8 Basic weighted-average number of ordinary shares outstanding 674.8 682.5 Basic EPS $ 0.04 $ 0.07 Diluted EPS Net income attributable to ordinary shares $ 24.7 $ 50.8 Change in fair value of private placement warrants — (94.9) Net income (loss) attributable to ordinary shares, diluted $ 24.7 $ (44.1) Denominator: Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic 674.8 682.5 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 4.5 5.5 Diluted weighted-average number of ordinary shares outstanding 679.3 688.0 Diluted EPS $ 0.04 $ (0.06) |
Other Operating Expense (Inco_2
Other Operating Expense (Income), Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of other operating income, net | Other operating income, net, consisted of the following for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Gain on legal settlement (1) $ (49.4) $ — Net foreign exchange loss (gain) 20.6 (20.4) Miscellaneous (income) expense, net (3.2) 6.7 Other operating income, net $ (32.0) $ (13.7) (1) Refer to Note 17 - Commitments and Contingencies for further information. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by reportable segment | The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented: Three Months Ended March 31, 2023 2022 Subscription revenues $ 393.2 $ 403.8 Re-occurring revenues 107.7 114.5 Transactional and other revenues 128.2 143.7 Deferred revenues adjustment — 0.2 Revenues, net $ 629.1 $ 662.2 The following table summarizes revenue by reportable segment for the periods indicated: Three Months Ended March 31, 2023 2022 Academia and Government $ 314.7 $ 311.8 Intellectual Property 209.1 241.8 Life Sciences and Healthcare 105.3 108.6 Total Revenues, net $ 629.1 $ 662.2 |
Schedule of Segment Reporting Information, by Segment | The following table presents segment profitability and a reconciliation to net income for the periods indicated: Three Months Ended March 31, 2023 2022 Academia and Government $ 125.4 $ 104.5 Intellectual Property 94.6 117.6 Life Sciences and Healthcare 32.7 40.2 Total Adjusted EBITDA $ 252.7 $ 262.3 Benefit (provision) for income taxes 63.6 (16.3) Depreciation and amortization (172.6) (176.4) Interest expense and amortization of debt discount, net (73.6) (59.5) Mark to market (loss) gain on financial instruments (1) (1.1) 100.4 Deferred revenues adjustment — 0.2 Transaction related costs (2) (1.7) (6.7) Share-based compensation expense (41.2) (37.0) Restructuring and impairment (3) (9.4) (11.7) Other (4) 26.8 14.2 Net income $ 43.5 $ 69.5 Dividends on preferred shares (18.8) (18.7) Net income attributable to ordinary shares $ 24.7 $ 50.8 (1) Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging . Refer to Note 8 - Fair Value Measurements for further information. (2) 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. (3) Primarily reflects severance and related benefit costs related to approved restructuring programs. Refer to Note 19 - Restructuring and Impairment for further information. (4) The current year period primarily includes the gain on legal settlement, which was partially offset by a net loss on foreign exchange re-measurement. The prior year period includes a net gain on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. Refer to Note 15 - Other Operating Income, Net and Note 17 - Commitments and Contingencies for further information. |
Restructuring and Impairment (T
Restructuring and Impairment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the pre-tax charges by activity and program during the periods indicated: Three Months Ended March 31, 2023 2022 Severance and Related Benefit Costs: One Clarivate Program $ — $ 5.7 ProQuest Acquisition Integration Program 9.3 4.2 Other Restructuring Programs — 0.4 Total Severance and Related Benefit Costs $ 9.3 $ 10.3 Exit and Disposal Costs: ProQuest Acquisition Integration Program $ 0.1 $ 1.8 Other Restructuring Programs — (0.1) Total Exit and Disposal Costs $ 0.1 $ 1.7 Lease Abandonment Costs: Other Restructuring Programs — (0.3) Total Lease Abandonment Costs $ — $ (0.3) Total Restructuring and Impairment Costs $ 9.4 $ 11.7 The following table summarizes the pre-tax charges by program and segment during the periods indicated: Three Months Ended March 31, 2023 2022 Academia and Government: One Clarivate Program $ — $ 2.9 ProQuest Acquisition Integration Program 5.1 3.2 Other Restructuring Programs — (0.2) Total Academia and Government $ 5.1 $ 5.9 Intellectual Property: One Clarivate Program $ — $ 2.0 ProQuest Acquisition Integration Program 2.7 1.9 Other Restructuring Programs — 0.2 Total Intellectual Property $ 2.7 $ 4.1 Life Sciences and Healthcare: One Clarivate Program $ — $ 0.8 ProQuest Acquisition Integration Program 1.6 0.9 Total Life Sciences and Healthcare $ 1.6 $ 1.7 Total, Restructuring and impairment expense $ 9.4 $ 11.7 The following table summarizes the activity relating to the restructuring reserves across each of Clarivate's cost-saving programs during the periods indicated: Severance and Exit, Disposal Total Reserve Balance as of December 31, 2022 $ 11.5 $ 0.1 $ 11.6 Expenses recorded 9.3 0.1 9.4 Payments made (12.8) (0.1) (12.9) Noncash items (0.5) — (0.5) Reserve Balance as of March 31, 2023 $ 7.5 $ 0.1 $ 7.6 Reserve Balance as of December 31, 2021 $ 28.3 $ 0.7 $ 29.0 Expenses recorded 10.3 1.4 11.7 Payments made (23.7) (0.5) (24.2) Noncash items (0.1) 0.5 0.4 Reserve Balance as of March 31, 2022 $ 14.8 $ 2.1 $ 16.9 |
Sublease income - Narrative (De
Sublease income - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Sublease income | $ 0.7 | $ 0.8 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Capital office leases - finance lease asset | $ 8 | $ 8 | |
Total property and equipment, gross | 113.7 | 110.3 | |
Accumulated depreciation | (61.4) | (55.8) | |
Total property and equipment, net | 52.3 | 54.5 | |
Depreciation | 5.9 | $ 10.6 | |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 47.2 | 45.1 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 16.2 | 16.1 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | 40.2 | 39 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Total computer hardware and other property | $ 2.1 | $ 2.1 |
Other Intangible Assets, net _3
Other Intangible Assets, net and Goodwill - Intangible Assets by Major Class (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 11,480.6 | $ 11,343.9 |
Finite-lived intangible assets, Accumulated Amortization | (2,240.6) | (2,063.1) |
Total finite-lived intangible assets | 9,240 | 9,280.8 |
Total intangible assets, Gross | 11,637.5 | 11,500.8 |
Total intangible assets | 9,396.9 | 9,437.7 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets: | 156.9 | 156.9 |
Customer relationships | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 7,886.9 | 7,809 |
Finite-lived intangible assets, Accumulated Amortization | (918.6) | (821.5) |
Total finite-lived intangible assets | 6,968.3 | 6,987.5 |
Databases and content | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 2,711.9 | 2,681 |
Finite-lived intangible assets, Accumulated Amortization | (833.3) | (780.5) |
Total finite-lived intangible assets | 1,878.6 | 1,900.5 |
Computer software | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 793.2 | 765.1 |
Finite-lived intangible assets, Accumulated Amortization | (446.4) | (422.2) |
Total finite-lived intangible assets | 346.8 | 342.9 |
Other Intangible Assets | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 88.6 | 88.8 |
Finite-lived intangible assets, Accumulated Amortization | (42.3) | (38.9) |
Total finite-lived intangible assets | $ 46.3 | $ 49.9 |
Other Intangible Assets - Narra
Other Intangible Assets - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 166.7 | $ 165.8 |
Other Intangible Assets, net _4
Other Intangible Assets, net and Goodwill - Change in the Carrying Amount of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,876.5 |
Impact of foreign currency fluctuations | 15 |
Goodwill, ending balance | 2,891.5 |
A&G Segment | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,109.8 |
Impact of foreign currency fluctuations | (0.1) |
Goodwill, ending balance | 1,109.7 |
IP Segment | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 590.3 |
Impact of foreign currency fluctuations | 15.1 |
Goodwill, ending balance | 605.4 |
Life Sciences and Healthcare | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,176.4 |
Impact of foreign currency fluctuations | 0 |
Goodwill, ending balance | $ 1,176.4 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Interest Rate Swap, Effective Date March 31, 2021, Fixed Rate 1.695% | |||
Derivative Instruments | |||
Notional Value | $ 49 | ||
Fixed Rate | 1.695% | ||
Interest Rate Swap, Effective Date August 5, 2022, Fixed Rate 3.063% | |||
Derivative Instruments | |||
Notional Value | $ 385.5 | ||
Fixed Rate | 3.063% | ||
Interest Rate Swap, Effective Date August 4, 2022, Fixed Rate 2.857% | |||
Derivative Instruments | |||
Notional Value | $ 385.5 | ||
Fixed Rate | 2.857% | ||
Interest Rate Swap, Effective Date April 30, 2021, Fixed Rate 1.695% | |||
Derivative Instruments | |||
Notional Value | $ 49 | ||
Fixed Rate | 1.695% | ||
Interest Rate Swap, Effective Date October 31, 2022, Fixed Rate 0.487% | |||
Derivative Instruments | |||
Notional Value | $ 150 | ||
Fixed Rate | 0.487% | ||
Interest Rate Swap, Effective Date March 31, 2021, Fixed Rate 0.451% | |||
Derivative Instruments | |||
Notional Value | $ 100 | ||
Fixed Rate | 0.451% | ||
Interest Rate Swap, Effective Date October 31, 2022, Fixed Rate 0.471% | |||
Derivative Instruments | |||
Notional Value | $ 100 | ||
Fixed Rate | 0.471% | ||
Interest rate swap | |||
Derivative Instruments | |||
Interest rate swap asset - non-current | $ 34.6 | $ 49.5 | |
Foreign Exchange Contract | |||
Derivative Instruments | |||
Notional Value | 187.2 | 165.1 | |
Loss (gain) from the mark to market adjustment | $ (3.2) | $ 6.7 | |
Foreign Exchange Contract | Maximum | |||
Derivative Instruments | |||
Term of contract | 180 days | ||
Foreign exchange forward | |||
Derivative Instruments | |||
Interest rate swap asset - non-current | $ 3.7 | 0.8 | |
Derivative Liability | $ 0.1 | $ 0.4 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities that were recognized at fair value on a recurring basis (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||||
Warrant liability | $ 22.1 | $ 21 | ||
Recurring | ||||
Assets | ||||
Total | 38.3 | 50.3 | ||
Liabilities | ||||
Warrant liability | 22.1 | 21 | ||
Total | 22.2 | 21.4 | ||
Recurring | Level 2 | ||||
Assets | ||||
Total | 38.3 | 50.3 | ||
Liabilities | ||||
Total | 0.1 | 0.4 | ||
Recurring | Level 3 | ||||
Liabilities | ||||
Warrant liability | 22.1 | 21 | $ 127.4 | $ 227.8 |
Total | 22.1 | 21 | ||
Foreign exchange forward | ||||
Assets | ||||
Interest rate swap asset - non-current | 3.7 | 0.8 | ||
Foreign exchange forward | Recurring | ||||
Assets | ||||
Forward currency contracts asset - current | 3.7 | 0.8 | ||
Liabilities | ||||
Forward currency contracts liability - current | 0.1 | 0.4 | ||
Foreign exchange forward | Recurring | Level 2 | ||||
Assets | ||||
Forward currency contracts asset - current | 3.7 | 0.8 | ||
Liabilities | ||||
Forward currency contracts liability - current | 0.1 | 0.4 | ||
Interest rate swap asset | ||||
Assets | ||||
Interest rate swap asset - non-current | 34.6 | 49.5 | ||
Interest rate swap asset | Recurring | ||||
Assets | ||||
Interest rate swap asset - current | 16.1 | 2.3 | ||
Interest rate swap asset - non-current | 18.5 | 47.2 | ||
Interest rate swap asset | Recurring | Level 2 | ||||
Assets | ||||
Interest rate swap asset - current | 16.1 | 2.3 | ||
Interest rate swap asset - non-current | $ 18.5 | $ 47.2 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Private Placement Warrants Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 21 | |
Mark to market loss (gain) on financial instruments | 1.1 | $ (100.4) |
Ending balance | 22.1 | |
Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 21 | |
Ending balance | 22.1 | |
Level 3 | Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 21 | 227.8 |
Mark to market loss (gain) on financial instruments | 1.1 | (100.4) |
Ending balance | $ 22.1 | $ 127.4 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 01, 2020 |
Debt Instrument [Line Items] | |||
Finance lease, effective interest rate | 6.936% | 6.936% | |
Finance lease, carrying value | $ 31.1 | $ 31.3 | |
Total debt outstanding | 4,946.1 | 5,071.3 | |
Debt discounts and issuance costs | (60.2) | (65.3) | |
Current portion of long-term debt | (1.1) | (1) | |
Long-term debt | $ 4,884.8 | $ 5,005 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 4.875% | 4.875% | |
Carrying Value | $ 921.4 | $ 921.4 | |
Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 3.875% | 3.875% | |
Carrying Value | $ 921.2 | $ 921.2 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 7.657% | 7.234% | |
Carrying Value | $ 0 | $ 0 | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 7.84% | 7.384% | |
Carrying Value | $ 2,372.4 | $ 2,497.4 | $ 2,860 |
Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 4.50% | 4.50% | |
Carrying Value | $ 700 | $ 700 |
Debt - Financing Transactions,
Debt - Financing Transactions, Senior Notes (2029) and Senior Secured Notes (2028) - (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ 921.2 | |
Interest rate (as a percent) | 3.875% | 3.875% |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ 921.4 | |
Interest rate (as a percent) | 4.875% | 4.875% |
Debt - Financing Transactions_2
Debt - Financing Transactions, Senior Secured Notes (2026) (Details) - Senior Secured Notes - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument, Redemption | ||
Aggregate principal amount | $ 700 | $ 700 |
Effective Interest Rate | 4.50% | 4.50% |
Debt - The Credit Facilities, R
Debt - The Credit Facilities, Revolving Credit Facility and Term Loan Facility (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Oct. 01, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Fair vale of company's debt | $ 4,674 | $ 4,709.6 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Collateralized amount | 9.5 | ||
Letter of credit | |||
Debt Instrument [Line Items] | |||
Collateralized amount | 4.2 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | 0 | $ 0 | |
Sublimit | $ 750 | ||
Effective Interest Rate | 7.657% | 7.234% | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 2,860 | $ 2,372.4 | $ 2,497.4 |
Effective Interest Rate | 7.84% | 7.384% | |
Redemption (as a percent) | 0.25% | ||
Repayment of long-term debt | $ 125 | $ 300 | |
Letter of credit | |||
Debt Instrument [Line Items] | |||
Sublimit | 80 | ||
Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 700 | $ 700 | |
Effective Interest Rate | 4.50% | 4.50% | |
Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Collateralized amount | $ 12.5 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenues and Cost to Obtain a Contract (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of revenues | ||
Deferred revenues adjustment | $ 0 | $ 0.2 |
Total revenues, net | 629.1 | 662.2 |
Subscription revenues | ||
Disaggregation of revenues | ||
Total revenues, gross | 393.2 | 403.8 |
Re-occurring Revenues | ||
Disaggregation of revenues | ||
Total revenues, gross | 107.7 | 114.5 |
Transaction revenues | ||
Disaggregation of revenues | ||
Total revenues, gross | $ 128.2 | $ 143.7 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable | ||
Accounts Receivables - Opening | $ 872.1 | $ 906.4 |
Accounts Receivables - Closing | 838.6 | 859.8 |
Increase (decrease) | (33.5) | (46.6) |
Current portion of deferred revenues | ||
Current portion of deferred revenues - Opening | 947.5 | 1,030.4 |
Current portion of deferred revenues - Closing | 1,040.1 | 1,080.6 |
Increase (decrease) | 92.6 | 50.2 |
Non-current portion of deferred revenues | ||
Non-current portion of deferred revenues - Opening | 38.5 | 54.2 |
Non-current portion of deferred revenues - Closing | 38 | 54.7 |
Increase (decrease) | (0.5) | 0.5 |
Revenue recognized that was deferred at the beginning of the period | $ 457.8 | $ 354 |
Revenue - Transaction Price All
Revenue - Transaction Price Allocated to the Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Mar. 31, 2023 |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 90% |
Expected timing of satisfaction, period | 1 year |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Feb. 07, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Ordinary shares, issued (in shares) | 675,600,000 | 674,400,000 | |||||
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 | |||||
Treasury shares (in shares) | 0 | 0 | |||||
Number of votes per share | one | ||||||
Preferred stock, dividend rate (as a percent) | 5.25% | 5.25% | |||||
Sale of treasury shares (in shares) | 41,700 | ||||||
Treasury stock sold, average cost per share (in dollars per share) | $ 15.01 | ||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ 30.99 | $ 0 | $ 16.16 | ||||
Treasury stock sold at lower than repurchase price | $ (0.6) | ||||||
Stock repurchase program, authorized amount | $ 1,000 | ||||||
Repurchase of ordinary shares (in shares) | 0 | 4,100,000 | |||||
Repurchase of ordinary shares | $ 0 | $ 66.4 | |||||
Treasury share purchases settled after period end | $ 0 | $ 11.3 | |||||
Stock repurchased and retired (in shares) | 0 | 2,100,000 | |||||
Stock repurchased and retired | $ 0 | $ 33.3 | |||||
Stock repurchase program, remaining authorized repurchase amount | $ 825 | ||||||
Treasury stock average price at retirement date (usd per share) | $ 0 | $ 15.71 | |||||
Ordinary shares, outstanding (in shares) | 675,600,000 | 674,400,000 | |||||
Treasury Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury shares (in shares) | 0 | 2,500,000 | 0 | 500,000 | |||
Sale of treasury shares (in shares) | 0 | ||||||
Treasury stock sold at lower than repurchase price | $ (1.3) | ||||||
Repurchase of ordinary shares (in shares) | 4,100,000 | ||||||
Repurchase of ordinary shares | $ 66.4 | ||||||
Stock repurchased and retired (in shares) | 2,100,000 | ||||||
Stock repurchased and retired | $ (33.3) | ||||||
Treasury Stock, Value | $ 0 | 48.7 | $ 0 | $ (16.9) | |||
Accumulated Deficit | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury stock sold at lower than repurchase price | 0.7 | ||||||
Stock repurchased and retired | $ (1.5) | ||||||
Ordinary Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Repurchase of ordinary shares (in shares) | 4,100,000 | ||||||
Stock repurchased and retired | $ 34.8 | ||||||
Series A Preferred Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued (in shares) | 14,400,000 | ||||||
Preferred stock, dividend rate (as a percent) | 5.25% | ||||||
Liquidation preference (usd per share) | $ 100 | ||||||
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares | $ 6.4 | $ 6.4 | |||||
Series A Preferred Stock | Over-Allotment Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued (in shares) | 1,900,000 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) | Mar. 31, 2023 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Authorized grants (in shares) | 25,600,000 |
Share-based Compensation - Shar
Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | $ 41.2 | $ 26.6 |
Stock Options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 1.9 | 0 |
RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 29.5 | 25.8 |
PSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 9.8 | 1.1 |
CPA Global Equity Plan | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 0 | (0.3) |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 13 | 9.3 |
Cost of revenues | Stock Options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 0 | 0 |
Cost of revenues | RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 12.8 | 9.6 |
Cost of revenues | PSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 0.2 | 0.1 |
Cost of revenues | CPA Global Equity Plan | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 0 | (0.4) |
Selling, general and administrative costs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 28.2 | 17.3 |
Selling, general and administrative costs | Stock Options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 1.9 | 0 |
Selling, general and administrative costs | RSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 16.7 | 16.2 |
Selling, general and administrative costs | PSUs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | 9.6 | 1 |
Selling, general and administrative costs | CPA Global Equity Plan | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share based compensation expense | $ 0 | $ 0.1 |
Share-based Compensation - Opti
Share-based Compensation - Option Activity (Details) - Stock Options - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Number of Options | ||
Outstanding at beginning of year (in shares) | 3,700,000 | 4,800,000 |
Granted (in shares) | 0 | 0 |
Exercised/Vested (in share) | 0 | (200,000) |
Forfeited/Unexercised (in shares) | 0 | (100,000) |
Outstanding at end of year (in shares) | 3,700,000 | 4,500,000 |
Aggregate Intrinsic Value | ||
Total remaining unamortized compensation costs | $ 0 | $ 0 |
Weighted average remaining service period (in years) | 0 years | 0 years |
Share-based Compensation - RSU
Share-based Compensation - RSU and PSU Activity (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
RSUs | ||
RSUs and PSUs | ||
Beginning of year (in shares) | 13,500,000 | 4,500,000 |
Granted (in shares) | 4,200,000 | 3,900,000 |
Exercised/Vested (in share) | (1,800,000) | (700,000) |
Forfeited/Unexercised (in shares) | (400,000) | (100,000) |
End of year (in shares) | 15,500,000 | 7,600,000 |
Total remaining unamortized compensation costs | $ 121 | $ 89.4 |
Weighted average remaining service period (in years) | 1 year 2 months 23 days | 1 year 4 months 24 days |
PSUs | ||
RSUs and PSUs | ||
Beginning of year (in shares) | 2,100,000 | 1,400,000 |
Granted (in shares) | 1,200,000 | 900,000 |
Exercised/Vested (in share) | 0 | 0 |
Forfeited/Unexercised (in shares) | (500,000) | 0 |
End of year (in shares) | 2,800,000 | 2,300,000 |
Total remaining unamortized compensation costs | $ 42 | $ 11.6 |
Weighted average remaining service period (in years) | 2 years 4 months 24 days | 1 year 10 months 24 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
(Benefit) provision for income taxes | $ (63.6) | $ 16.3 |
Income (loss) before income taxes | $ (20.1) | $ 85.8 |
Effective tax rate | 316.40% | 19% |
Tax benefit recorded for a settlement of an open tax dispute | $ 70.4 | |
Valuation allowances | $ 25.2 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Warrant and Share-Based Payment Arrangement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 17.8 | 26.9 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 55.3 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic EPS | ||
Net income (loss) | $ 43.5 | $ 69.5 |
Dividends on preferred shares | 18.8 | 18.7 |
Net income (loss) attributable to ordinary shares | $ 24.7 | $ 50.8 |
Basic weighted-average number of ordinary shares outstanding (in shares) | 674.8 | 682.5 |
Basic EPS (usd per share) | $ 0.04 | $ 0.07 |
Diluted EPS | ||
Net income (loss) attributable to ordinary shares | $ 24.7 | $ 50.8 |
Change in fair value of private placement warrants | 0 | (94.9) |
Net income (loss) attributable to ordinary shares, diluted | $ 24.7 | $ (44.1) |
Denominator: | ||
Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic (in shares) | 674.8 | 682.5 |
Weighted-average effect of potentially dilutive shares to purchase ordinary shares (in shares) | 4.5 | 5.5 |
Diluted weighted-average number of ordinary shares outstanding (in shares) | 679.3 | 688 |
Diluted EPS (usd per share) | $ 0.04 | $ (0.06) |
Other Operating Expense (Inco_3
Other Operating Expense (Income), Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on legal settlement | $ (49.4) | $ 0 |
Net foreign exchange loss (gain) | 20.6 | (20.4) |
Miscellaneous (income) expense, net | (3.2) | 6.7 |
Other operating income, net | $ (32) | $ (13.7) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Disaggregation of Revenue | |
Number of reportable segments | 3 |
Segment Information - Revenue b
Segment Information - Revenue by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue | ||
Total Revenues, net | $ 629.1 | $ 662.2 |
Academia and Government | ||
Disaggregation of Revenue | ||
Total Revenues, net | 314.7 | 311.8 |
Life Sciences and Healthcare | ||
Disaggregation of Revenue | ||
Total Revenues, net | 105.3 | 108.6 |
Intellectual Property | ||
Disaggregation of Revenue | ||
Total Revenues, net | $ 209.1 | $ 241.8 |
Segment Information - Adjusted
Segment Information - Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total Adjusted EBITDA | $ 252.7 | $ 262.3 |
Provision for income taxes | 63.6 | (16.3) |
Depreciation and amortization | (172.6) | (176.4) |
Interest expense and amortization of debt discount, net | (73.6) | (59.5) |
Mark to market gain (loss) on financial instruments | (1.1) | 100.4 |
Deferred revenues adjustment | 0 | 0.2 |
Transaction related costs | (1.7) | (6.7) |
Share-based compensation expense | (41.2) | (37) |
Restructuring and impairment | (9.4) | (11.7) |
Other | 26.8 | 14.2 |
Net (loss) income | 43.5 | 69.5 |
Dividends on preferred shares | (18.8) | (18.7) |
Net income (loss) attributable to ordinary shares | 24.7 | 50.8 |
Academia and Government | ||
Segment Reporting Information [Line Items] | ||
Total Adjusted EBITDA | 125.4 | 104.5 |
Life Sciences and Healthcare | ||
Segment Reporting Information [Line Items] | ||
Total Adjusted EBITDA | 32.7 | 40.2 |
Intellectual Property | ||
Segment Reporting Information [Line Items] | ||
Total Adjusted EBITDA | $ 94.6 | $ 117.6 |
Commitments and Contingencies -
Commitments and Contingencies - Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies | ||
Reserve for probable claims | $ 32 | |
Gain on settlement | 49.4 | $ 0 |
One Of The Larger Legal Claims | ||
Commitments and Contingencies | ||
Reserve for probable claims | 29 | |
Release of liability for legal claims | 20 | |
Loss recovery asset | 29 | |
Gain on settlement | $ 49 |
Commitments and Contingencies_2
Commitments and Contingencies - Mandatory Convertible Preferred Share Dividends (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Dividends Payable [Line Items] | ||
Preferred stock, dividend rate (as a percent) | 5.25% | 5.25% |
Series A Preferred Stock | ||
Dividends Payable [Line Items] | ||
Preferred stock, dividend rate (as a percent) | 5.25% | |
Liquidation preference (usd per share) | $ 100 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |||
Dec. 01, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party and Former Parent Transactions | ||||
Capital office leases - finance lease asset | $ 8 | $ 8 | ||
Finance lease liability | 31.1 | $ 31.3 | ||
ProQuest | ||||
Related Party and Former Parent Transactions | ||||
Clarivate stock to be issued | $ 1,094.9 | |||
Newly issued ordinary shares (in shares) | 46.9 | |||
Affiliated Entity | ||||
Related Party and Former Parent Transactions | ||||
Interest on lease liabilities | 0.5 | |||
Amortization of right-of-use assets | 0.1 | |||
Capital office leases - finance lease asset | 8 | |||
Finance lease liability | 31.1 | |||
Director | ||||
Related Party and Former Parent Transactions | ||||
Revenue from related parties | 0.2 | $ 0.2 | ||
Expenses incurred with related parties | $ 1.2 | $ 1.1 |
Restructuring and Impairment (D
Restructuring and Impairment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | $ 11.6 | $ 29 |
Expenses recorded | 9.4 | 11.7 |
Payments made | (12.9) | (24.2) |
Noncash items | (0.5) | 0.4 |
Restructuring Reserve, Ending Balance | 7.6 | 16.9 |
Academia and Government | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 5.1 | 5.9 |
Life Science and Healthcare Group | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 1.6 | 1.7 |
Intellectual Property | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 2.7 | 4.1 |
One Clarivate Program | Academia and Government | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | 2.9 |
One Clarivate Program | Life Science and Healthcare Group | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | 0.8 |
One Clarivate Program | Intellectual Property | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | 2 |
ProQuest Acquisition Integration Program | Academia and Government | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 5.1 | 3.2 |
ProQuest Acquisition Integration Program | Life Science and Healthcare Group | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 1.6 | 0.9 |
ProQuest Acquisition Integration Program | Intellectual Property | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 2.7 | 1.9 |
Other Restructuring Plans | Academia and Government | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | (0.2) |
Other Restructuring Plans | Intellectual Property | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | 0.2 |
Severance and Related Benefit Cost | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | 11.5 | 28.3 |
Expenses recorded | 9.3 | 10.3 |
Payments made | (12.8) | (23.7) |
Noncash items | (0.5) | (0.1) |
Restructuring Reserve, Ending Balance | 7.5 | 14.8 |
Severance and Related Benefit Cost | One Clarivate Program | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | 5.7 |
Severance and Related Benefit Cost | ProQuest Acquisition Integration Program | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 9.3 | 4.2 |
Severance and Related Benefit Cost | Other Restructuring Plans | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | 0.4 |
Exit and Disposal Costs | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0.1 | 1.7 |
Exit and Disposal Costs | ProQuest Acquisition Integration Program | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0.1 | 1.8 |
Exit and Disposal Costs | Other Restructuring Plans | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | (0.1) |
Lease Abandonment Costs | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | (0.3) |
Lease Abandonment Costs | Other Restructuring Plans | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recorded | 0 | (0.3) |
Exit, Disposal and Abandonment Costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | 0.1 | 0.7 |
Expenses recorded | 0.1 | 1.4 |
Payments made | (0.1) | (0.5) |
Noncash items | 0 | 0.5 |
Restructuring Reserve, Ending Balance | $ 0.1 | $ 2.1 |