Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 28, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38911 | |
Entity Registrant Name | CLARIVATE PLC | |
Entity Incorporation, State or Country Code | Y9 | |
Entity Address, Address Line One | 160 Blackfriars Road | |
Entity Address, Address Line Two | Friars House | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | SE1 8EZ | |
Entity Address, Country | GB | |
Country Region | 44 | |
City Area Code | 207 | |
Local Phone Number | 4334000 | |
Title of 12(b) Security | Ordinary shares | |
Trading Symbol | CCC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 387,366,886 | |
Entity Central Index Key | 0001764046 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 608,522 | $ 76,130 |
Restricted cash | 2,010 | 9 |
Accounts receivable, net of allowance for doubtful accounts of $11,074 and $16,511 at June 30, 2020 and December 31, 2019, respectively | 279,160 | 333,858 |
Prepaid expenses | 51,440 | 40,710 |
Other current assets | 18,960 | 11,750 |
Assets held for sale | 0 | 30,619 |
Total current assets | 960,092 | 493,076 |
Computer hardware and other property, net | 24,324 | 18,042 |
Other intangible assets, net | 2,261,549 | 1,828,640 |
Goodwill | 1,824,258 | 1,328,045 |
Other non-current assets | 22,178 | 18,632 |
Deferred income taxes | 17,161 | 19,488 |
Operating lease right-of-use assets | 100,622 | 85,448 |
Total Assets | 5,210,184 | 3,791,371 |
Current liabilities: | ||
Accounts payable | 22,068 | 26,458 |
Accrued expenses and other current liabilities | 228,474 | 159,217 |
Current portion of deferred revenues | 424,187 | 407,325 |
Current portion of operating lease liabilities | 24,067 | 22,130 |
Current portion of long-term debt | 12,600 | 9,000 |
Liabilities held for sale | 0 | 26,868 |
Total current liabilities | 711,396 | 650,998 |
Long-term debt | 1,913,214 | 1,628,611 |
Non-current portion of deferred revenues | 19,116 | 19,723 |
Other non-current liabilities | 16,959 | 18,891 |
Deferred income taxes | 86,247 | 48,547 |
Operating lease liabilities | 80,663 | 64,189 |
Total liabilities | 2,827,595 | 2,430,959 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Ordinary Shares, no par value; unlimited shares authorized at June 30, 2020 and December 31, 2019; 387,335,119 and 306,874,115 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively; | 3,326,267 | 2,208,529 |
Accumulated other comprehensive loss | (15,629) | (4,879) |
Accumulated deficit | (928,049) | (843,238) |
Total shareholders’ equity | 2,382,589 | 1,360,412 |
Total Liabilities and Shareholders’ equity | $ 5,210,184 | $ 3,791,371 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Unaudited) Interim Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Allowance for doubtful accounts | $ 11,074 | $ 15,072 | $ 16,511 |
Capital stock, par value (in dollar per share) | $ 0 | $ 0 | |
Capital stock issued (in shares) | 387,335,119 | 306,874,115 | |
Capital stock outstanding (in shares) | 387,335,119 | 306,874,115 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 273,500 | $ 242,309 | $ 514,092 | $ 476,334 |
Operating costs and expenses: | ||||
Cost of revenues, excluding depreciation and amortization | (90,859) | (87,629) | (173,258) | (176,896) |
Selling, general and administrative costs, excluding depreciation and amortization | (88,482) | (92,453) | (175,430) | (184,749) |
Share-based compensation expense | (6,856) | (33,932) | (24,325) | (37,108) |
Depreciation | (2,904) | (2,131) | (5,233) | (4,182) |
Amortization | (53,241) | (40,932) | (102,353) | (97,038) |
Transaction expenses | (8,527) | (23,158) | (35,216) | (33,428) |
Transition, integration and other related expenses | (1,320) | (5,262) | (3,552) | (6,423) |
Restructuring and impairment | (15,846) | 0 | (23,600) | 0 |
Other operating income, net | 8,781 | 6,607 | 14,813 | 990 |
Total operating expenses | (259,254) | (278,890) | (528,154) | (538,834) |
Income (loss) from operations | 14,246 | (36,581) | (14,062) | (62,500) |
Interest expense, net | (21,122) | (37,468) | (52,062) | (70,569) |
Loss before income tax | (6,876) | (74,049) | (66,124) | (133,069) |
Benefit (provision) for income taxes | 5,385 | (3,712) | (9,368) | (3,952) |
Net loss | $ (1,491) | $ (77,761) | $ (75,492) | $ (137,021) |
Per Share | ||||
Basic and diluted (usd per share) | $ 0 | $ (0.29) | $ (0.21) | $ (0.57) |
Weighted-average shares outstanding | ||||
Basic and diluted (in shares) | 375,877,260 | 264,762,720 | 359,503,556 | 241,275,061 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (1,491) | $ (77,761) | $ (75,492) | $ (137,021) |
Other comprehensive loss, net of tax: | ||||
Interest rate swaps | (254) | (3,845) | (3,144) | (5,791) |
Actuarial gain (loss) | 25 | (8) | (42) | (8) |
Foreign currency translation adjustments | (2,051) | (8) | (7,564) | (1,832) |
Total other comprehensive loss, net of tax | (2,280) | (3,861) | (10,750) | (7,631) |
Comprehensive loss | $ (3,771) | $ (81,622) | $ (86,242) | $ (144,652) |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statement of Changes In Equity (Unaudited) - USD ($) $ in Thousands | Total | Ordinary Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Previously Reported | Previously ReportedOrdinary Shares | Previously ReportedAccumulated Other Comprehensive Income (Loss) | Previously ReportedAccumulated Deficit | Revision of Prior Period, Accounting Standards Update, Adjustment | Revision of Prior Period, Accounting Standards Update, AdjustmentAccumulated Deficit |
Balance at beginning of the period (in shares) at Dec. 31, 2018 | 217,526,425 | 1,646,223 | ||||||||
Balance at beginning of the period at Dec. 31, 2018 | $ 1,050,607 | $ 1,677,510 | $ 5,358 | $ (632,261) | $ 1,050,607 | $ 1,677,510 | $ 5,358 | $ (632,261) | ||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Issuance of ordinary shares, net (in shares) | 2 | |||||||||
Share-based award activity | 3,176 | $ 3,176 | ||||||||
Net loss | (59,260) | (59,260) | ||||||||
Comprehensive loss | (3,770) | (3,770) | ||||||||
Balance at end of the period (in shares) at Mar. 31, 2019 | 217,526,427 | |||||||||
Balance at end of the period at Mar. 31, 2019 | 990,753 | $ 1,680,686 | 1,588 | (691,521) | ||||||
Balance at beginning of the period (in shares) at Dec. 31, 2018 | 217,526,425 | 1,646,223 | ||||||||
Balance at beginning of the period at Dec. 31, 2018 | 1,050,607 | $ 1,677,510 | 5,358 | (632,261) | $ 1,050,607 | $ 1,677,510 | $ 5,358 | $ (632,261) | ||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net loss | (137,021) | |||||||||
Comprehensive loss | (7,631) | |||||||||
Balance at end of the period (in shares) at Jun. 30, 2019 | 305,268,497 | |||||||||
Balance at end of the period at Jun. 30, 2019 | 1,356,654 | $ 2,128,209 | (2,273) | (769,282) | ||||||
Balance at beginning of the period (in shares) at Mar. 31, 2019 | 217,526,427 | |||||||||
Balance at beginning of the period at Mar. 31, 2019 | 990,753 | $ 1,680,686 | 1,588 | (691,521) | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Tax Receivable Agreement | (264,600) | |||||||||
Issuance of ordinary shares, net (in shares) | 7,929 | |||||||||
Issuance of ordinary shares, net | 137 | $ 137 | ||||||||
Merger capitalization (in shares) | 87,749,999 | |||||||||
Merger recapitalization | 678,054 | $ 678,054 | ||||||||
Share-based award activity | 33,932 | $ 33,932 | ||||||||
Net loss | (77,761) | (77,761) | ||||||||
Comprehensive loss | (3,861) | (3,861) | ||||||||
Balance at end of the period (in shares) at Jun. 30, 2019 | 305,268,497 | |||||||||
Balance at end of the period at Jun. 30, 2019 | 1,356,654 | $ 2,128,209 | (2,273) | (769,282) | ||||||
Balance at beginning of the period (in shares) at Dec. 31, 2019 | 306,874,115 | |||||||||
Balance at beginning of the period at Dec. 31, 2019 | 1,360,412 | $ 2,208,529 | (4,879) | (843,238) | $ (9,319) | $ (9,319) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Issuance of ordinary shares, net (in shares) | 27,600,000 | |||||||||
Issuance of ordinary shares, net | 539,714 | $ 539,714 | ||||||||
Exercise of public warrants (in shares) | 28,880,098 | |||||||||
Exercise of public warrants | 277,526 | $ 277,526 | ||||||||
Exercise of stock options (in shares) | 3,715,455 | |||||||||
Exercise of stock options | 1,182 | $ 1,182 | ||||||||
Vesting of restricted stock units (in shares) | 169,842 | |||||||||
Shares returned to the Company for net share settlements (in shares) | (2,301,458) | |||||||||
Shares returned to the Company for net share settlements | (10,302) | $ (10,302) | ||||||||
Share-based award activity | 16,384 | $ 16,384 | ||||||||
Net loss | (74,001) | (74,001) | ||||||||
Comprehensive loss | (8,470) | (8,470) | ||||||||
Balance at end of the period (in shares) at Mar. 31, 2020 | 364,938,052 | |||||||||
Balance at end of the period at Mar. 31, 2020 | 2,093,126 | $ 3,033,033 | (13,349) | (926,558) | ||||||
Balance at beginning of the period (in shares) at Dec. 31, 2019 | 306,874,115 | |||||||||
Balance at beginning of the period at Dec. 31, 2019 | 1,360,412 | $ 2,208,529 | (4,879) | (843,238) | $ (9,319) | $ (9,319) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net loss | (75,492) | |||||||||
Comprehensive loss | (10,750) | |||||||||
Balance at end of the period (in shares) at Jun. 30, 2020 | 387,335,119 | |||||||||
Balance at end of the period at Jun. 30, 2020 | 2,382,589 | $ 3,326,267 | (15,629) | (928,049) | ||||||
Balance at beginning of the period (in shares) at Mar. 31, 2020 | 364,938,052 | |||||||||
Balance at beginning of the period at Mar. 31, 2020 | 2,093,126 | $ 3,033,033 | (13,349) | (926,558) | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Issuance of ordinary shares, net (in shares) | 20,982,500 | |||||||||
Issuance of ordinary shares, net | 304,030 | $ 304,030 | ||||||||
Exercise of stock options (in shares) | 3,723,332 | |||||||||
Vesting of restricted stock units (in shares) | 2,528 | |||||||||
Shares returned to the Company for net share settlements (in shares) | (2,311,293) | |||||||||
Shares returned to the Company for net share settlements | (15,118) | $ (15,118) | ||||||||
Share-based award activity | 4,322 | $ 4,322 | ||||||||
Net loss | (1,491) | (1,491) | ||||||||
Comprehensive loss | (2,280) | (2,280) | ||||||||
Balance at end of the period (in shares) at Jun. 30, 2020 | 387,335,119 | |||||||||
Balance at end of the period at Jun. 30, 2020 | $ 2,382,589 | $ 3,326,267 | $ (15,629) | $ (928,049) |
Interim Condensed Consolidate_6
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (75,492) | $ (137,021) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 107,586 | 101,220 |
Allowance for doubtful accounts and credit losses | 787 | 2,478 |
Gain on sale of line of business | (395) | 0 |
Deferred income tax benefit | (6,641) | (4,603) |
Share-based compensation | 20,824 | 37,108 |
Restructuring and impairment | 4,771 | 0 |
Deferred finance charges | 2,072 | 13,144 |
Other operating activities | (8,568) | (1,492) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 93,036 | 57,607 |
Prepaid expenses | (6,693) | (7,125) |
Other assets | 58,218 | 3,919 |
Accounts payable | (5,851) | (8,018) |
Accrued expenses and other current liabilities | (15,379) | (28,827) |
Deferred revenue | (6,073) | 19,404 |
Operating lease right of use assets | 4,698 | 6,297 |
Operating lease liabilities | (5,439) | (6,434) |
Other liabilities | (53,899) | (4,770) |
Net cash provided by operating activities | 107,562 | 42,887 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (52,651) | (24,871) |
Acquisition, net of cash acquired | (885,323) | 0 |
Proceeds from sale of product line, net of restricted cash | 3,751 | 0 |
Acquisition of intangible assets | (5,982) | 0 |
Net cash used in investing activities | (940,205) | (24,871) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of principal on long-term debt | (6,300) | (637,672) |
Repayment of revolving credit facility | (65,000) | (50,000) |
Proceeds of revolving credit facility | 0 | 5,000 |
Proceeds from reverse recapitalization | 0 | 682,087 |
Contingent purchase price payment | (4,115) | 0 |
Payment of debt issuance costs | (5,267) | 0 |
Proceeds from issuance of debt | 360,000 | 0 |
Proceeds from issuance of ordinary shares | 843,766 | 0 |
Proceeds from warrant exercises | 277,526 | 0 |
Proceeds from stock options exercised | 1,182 | 137 |
Payments related to tax withholding for stock-based compensation | (25,538) | 0 |
Net cash provided by (used in) financing activities | 1,376,254 | (448) |
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | (9,218) | (80) |
Net increase in cash and cash equivalents, and restricted cash | 534,393 | 17,488 |
Cash Reconciliation [Roll Forward] | ||
Cash and cash equivalents | 76,130 | 25,575 |
Restricted cash | 9 | 9 |
Total cash and cash equivalents, and restricted cash, beginning of period | 76,139 | 25,584 |
Cash and cash equivalents, and restricted cash, end of period | 610,532 | 43,072 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 42,187 | 57,551 |
Cash paid for income tax | 8,028 | 14,573 |
Capital expenditures included in accounts payable | 1,819 | 7,697 |
Tax receivable agreement included in liabilities | 0 | 264,600 |
Assets received as reverse recapitalization capital | 0 | 1,877 |
Liabilities assumed as reduction of reverse recapitalization capital | $ 0 | $ 5,910 |
Background and Nature of Operat
Background and Nature of Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Nature of Operations | Background and Nature of Operations Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), a public limited company organized under the laws of Jersey, Channel Islands. We were initially registered on January 7, 2019, and at our 2020 annual general meeting, our shareholders approved a change of our corporate name from “Clarivate Analytics Plc” to “Clarivate Plc”. Pursuant to the definitive agreement entered into to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”), the Company was formed for the purposes of completing the 2019 Transaction and related transitions and carrying on the business of Jersey, and its subsidiaries. The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and research and development (“R&D”) intensive corporations to discover, protect and commercialize their innovations. Our Science Product Group consists of our Web of Science and Life Science Product Lines. Both Product Lines provide curated, high-value, structured information that is delivered and embedded into the workflows of our customers, which include research intensive corporations, life science organizations and universities world-wide. Our Intellectual Property ("IP") Product Group consists of our Derwent, CompuMark and MarkMonitor Product Lines. These Product Lines help manage customer’s end-to-end portfolios of intellectual property from patents to trademarks to corporate website domains. In January 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, and Amendment No. 2 to the Agreement and Plan of Merger, dated March 29, 2019, collectively, the “Merger Agreement”) by and among Churchill, Jersey, CCC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Clarivate (“Delaware Merger Sub”), Camelot Merger Sub (Jersey) Limited, a private limited company organized under the laws of Jersey, Channel Islands and wholly owned subsidiary of Clarivate (“Jersey Merger Sub”), and the Company, which, among other things, provided for (i) Jersey Merger Sub to be merged with and into Jersey with Jersey being the surviving company in the merger (the “Jersey Merger”) and (ii) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the merger (the “Delaware Merger”), and together with the Jersey Merger, the “Mergers”. On May 13, 2019, the 2019 Transaction was consummated, and Clarivate became the sole managing member of Jersey, operating and controlling all of the business and affairs of Jersey, through Jersey and its subsidiaries. Following the consummation of the 2019 Transaction on May 13, 2019, the Company’s ordinary shares and warrants began trading on the New York Stock Exchange. The 2019 Transaction was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Under this method of accounting Churchill was treated as the "acquired" company for financial reporting purposes. This determination was primarily based on post 2019 Transaction relative voting rights, composition of the governing board, size of the two entities pre-merger, and intent of the 2019 Transaction. Accordingly, for accounting purposes, the 2019 Transaction was treated as the equivalent of the Company issuing stock for the net assets of Churchill. The net assets of Churchill, were stated at historical cost, with no goodwill or other intangible assets resulting from the 2019 Transaction. Reported amounts from operations included herein prior to the 2019 Transaction are those of Jersey. In February 2020, the Company consummated a public offering of 27,600,000 ordinary shares at $20.25 per share. After this offering, Onex Corporation and Baring Private Equity Asia Limited ("BPEA") continued to beneficially own approximately 38.3% of the Company’s ordinary shares, down from approximately 70.8% of the ordinary shares beneficially owned by Onex and BPEA immediately after the closing of our merger with Churchill Capital Corp in 2019. In June 2020, the Company consummated a public offering of 50,400,000 of our ordinary shares at a share price of $22.50 per share. Of the 50,400,000 ordinary shares, 14,000,000 were ordinary shares offered by Clarivate and 36,400,000 were ordinary shares offered by selling shareholders. The Company received approximately $304,030 in net proceeds from the sale of its ordinary shares, after deducting underwriting discounts and estimated offering expenses payable. We intend to use the net proceeds of the offering received by us for general corporate purposes. The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. After the offering, Onex and Baring continued to own approximately 18.4% and 7.2%, respectively, of the Company's ordinary shares, down from 38.3% owned subsequent to the February 2020 offering. Risks and Uncertainties In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and the continuously evolving responses to combat it have had an increasingly negative impact on the global economy. In view of the rapidly changing business environment, market volatility and heightened degree of uncertainty resulting from COVID-19, we are currently unable to fully determine its future impact on our business. However, we continue to assess the potential effect on our financial position, results of operations, and cash flows. If the global pandemic continues to evolve into a prolonged crisis, the effects could have an adverse impact on the Company's results of operations, financial condition and cash flows. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Interim Condensed Consolidated Financial Statements were prepared in conformity with U.S. GAAP. The Interim Condensed Consolidated Financial Statements do not include all of the information or notes necessary for a complete presentation in accordance with U.S. GAAP. Accordingly, these Interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2019. The results of operations for the three and six months ended June 30, 2020 and 2019 are not necessarily indicative of the operating results for the full year. In the opinion of management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The Interim Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation. The U.S. dollar is the Company's reporting currency. As such, the financial statements are reported on a U.S. dollar basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 2, 2020 (the "Annual Report"), except as noted below. Accounts Receivable Through the adoption of ASU 2016-13 and the related standards, the Company revised the policy regarding the recognition of expected credit losses and for our accounts receivables portfolio as follows. Accounts receivable are recorded at the amount invoiced to customers and do not bear interest. The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. Newly Adopted Accounting Standards FASB issued new guidance, ASU 2016-13 and various other related issuances, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance will primarily affect our trade receivables. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard had an impact of $9,319 on the beginning Accumulated deficit balance in the Interim Condensed Consolidated Balance Sheet as of January 1, 2020. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The company prospectively adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract. Recently Issued Accounting Standards Except as noted below, there have been no material changes from the recently issued accounting standards previously disclosed in the Annual Report. Please refer to “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” section of the Annual Report on Form 10-K for a discussion of the recently issued accounting standards that relate to the Company. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities during the period March 12, 2020 through December 31, 2022. The Company is currently in the process of evaluating the potential impact of the adoption of this standard on its Interim Condensed Consolidated Financial Statements. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On May 13, 2019, the Company completed the 2019 Transaction. Jersey began operations in 2016 as a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and R&D intensive corporations to discover, protect and commercialize their innovations. Churchill was a special purpose acquisition company whose business was to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination. The shares and earnings per share available to holders of the Company’s ordinary shares, prior to the 2019 Transaction, have been recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares). Pursuant to the Merger Agreement, the aggregate stock consideration issued by the Company in the 2019 Transaction was $3,052,500, consisting of 305,250,000 newly issued ordinary shares of the Company valued at $10.00 per share, subject to certain adjustments described below. Of the $3,052,500, the shareholders of Jersey prior to the closing of the 2019 Transaction (the “Company Owners”) received $2,175,000 in the form of 217,500,000 newly issued ordinary shares of the Company. In addition, of the $3,052,500, Churchill public shareholders received $690,000 in the form of 68,999,999 newly issued ordinary shares of the Company. In addition, Churchill Sponsor LLC (the “sponsor”) received $187,500 in the form of 17,250,000 ordinary shares of the Company issued to the sponsor, and 1,500,000 additional ordinary shares of the Company were issued to certain investors. See Note 15 — "Shareholders' Equity" for further information. Upon consummation of the 2019 Transaction, each outstanding share of common stock of Churchill was converted into one ordinary share of the Company. At the closing of the 2019 Transaction, the Company Owners held approximately 74% of the issued and outstanding ordinary shares of the Company and stockholders of Churchill held approximately 26% of the issued and outstanding shares of the Company excluding the impact of (i) 52,800,000 warrants, (ii) approximately 24,806,793 compensatory options issued to the Company's management (based on number of options to purchase Jersey ordinary shares outstanding immediately prior to the 2019 Transaction, after giving effect to the exchange ratio described above) and (iii) 10,600,000 ordinary shares of Clarivate owned of record by the sponsor and available for distribution to certain individuals following the applicable lock-up and vesting restrictions. Acquisition of Decision Resources Group On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ("DRG"), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited ("PEL"), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line. The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997, comprised of $900,000 of base cash plus $6,100 of adjusted closing cash paid on the closing date and up to 2,895,638 of the Company's ordinary shares to be issued to PEL following the one-year anniversary of closing. The contingent stock consideration was valued at $58,897 on the closing date and will be revalued at each period end. For the three and six months ended June 30, 2020, the fair value of the contingent stock consideration increased by $4,575 and $5,763, respectively, which was recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. The corresponding liability increased to $64,660 as of June 30, 2020 which was recorded to Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheet. See Note 19 — "Commitments and Contingencies” for more information. The DRG acquisition was accounted for using the acquisition method of accounting. The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. Goodwill is not deductible for tax purposes. Total transaction costs incurred in connection with the acquisition of DRG were $5,702 and $25,465 for the three and six months ended June 30, 2020, respectively. The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows: Three months ended June 30, 2020 Revenues, net (1) $ 46,663 Net loss attributable to the Company's stockholders (8,911) (1) Includes $3,271 of a deferred revenue haircut recognized during the three months ended June 30, 2020. Six months ended June 30, 2020 Revenues, net (1) $ 63,707 Net loss attributable to the Company's stockholders (9,518) (1) Includes $4,805 of a deferred revenue haircut recognized during the six months ended June 30, 2020. The purchase price allocation for this acquisition as of the close date of February 28, 2020 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition: Total Accounts receivable $ 52,193 Prepaid expenses 4,295 Other current assets 68,001 Computer hardware and other property 4,302 Other intangible assets (1) 491,366 Other non-current assets 2,960 Operating lease right-of-use assets 25,099 Total assets $ 648,216 Accounts payable 3,474 Accrued expenses and other current liabilities 35,812 Current portion of deferred revenue 35,126 Current portion of operating lease liabilities 5,188 Deferred income taxes 47,467 Non-current portion of deferred revenue 628 Other non-current liabilities 52,908 Operating lease liabilities 20,341 Total liabilities 200,944 Fair value of acquired identifiable assets and liabilities $ 447,272 (1)Includes $3,966 of internally developed software in progress acquired. Purchase price, net of cash (2) 944,220 Less: Fair value of acquired identifiable assets and liabilities 447,272 Goodwill $ 496,948 (2)The Company acquired cash of $20,777. The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years): Fair Value as of February 28, 2020 Remaining Customer Relationships $ 381,000 17.6 Database and Content 50,200 4.7 Trade names 5,200 4.0 Purchased Software 23,000 6.4 Backlog 28,000 4.0 Total identifiable intangible assets $ 487,400 During the three and six months ended June 30, 2020, there were additional purchase accounting adjustments of $2,100 related to a reduction in the valuation of assumed lease liabilities and a corresponding reduction in goodwill. Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows: Three Months Ended June 30, 2020 2019 Pro forma revenues, net $ 276,771 $ 286,137 Pro forma net income (loss) attributable to the Company's stockholders 1,925 (91,455) Six Months Ended June 30, 2020 2019 Pro forma revenues, net $ 542,112 $ 553,937 Pro forma net loss attributable to the Company's stockholders (62,512) (191,956) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical condensed consolidated financial statements of the Company and from the historical accounting records of DRG. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of DRG debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs and other one-time non-recurring costs which reduced expenses by $1,261 and $26,187 for the three and six months ended June 30, 2020 and increased expenses by $1,261 and $26,626 for the three and six months ended June 30, 2019. |
Divested Operations Divested Op
Divested Operations Divested Operations | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divested Operations | Divested Operations On November 3, 2019, the Company entered into an agreement with OpSec Security for the sale of certain assets and liabilities of its MarkMonitor Product Line within its IP Group. The divestiture closed on January 1, 2020 for a total purchase price of $3,751. An impairment charge of $18,431 was recognized in the Statement of Operations during the fourth quarter 2019 to write down the Assets and Liabilities of the disposal group to fair value. Of the total impairment charge, $17,967 related to the write down of intangible assets and $468 to the write down of goodwill. There was an immaterial loss on the divestiture recorded to Other operating income, net during the six months ended June 30, 2020. The Company used the proceeds for general business purposes. The divestiture does not represent a strategic shift and did not have a major effect on the Company’s operations or financial results, as defined by ASC 205-20, Discontinued Operations; as a result, the divestitures did not meet the criteria to be classified as discontinued operations. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable O ur accounts receivable balance consists of the following as of June 30, 2020 and December 31, 2019: June 30, December 31, 2020 2019 Accounts receivable $ 290,234 $ 350,369 Less: Accounts receivable allowance (11,074) (16,511) Accounts receivable, net $ 279,160 $ 333,858 The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. The activity in our accounts receivable allowance consists of the following: Balance as of March 31, 2020 $ 15,072 Write-offs (4,896) Additional provisions 787 Exchange differences 111 Balance as of June 30, 2020 $ 11,074 Balance as of December 31, 2019 $ 16,511 Opening balance sheet adjustment related to ASU 2016 -13 adoption 10,097 Write-offs (15,939) Additional provisions 787 Exchange differences (382) Balance as of June 30, 2020 $ 11,074 The potential for credit losses is mitigated because customer creditworthiness is evaluated before credit is extended. The Company recorded write-offs against the reserve o f $4,896, $15,939, and $2,321 for the three and six months ended June 30, 2020, and the year ended 2019, respectively. We are monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. During the three and six months ended June 30, 2020, the Company’s allowance for doubtful accounts and credit losses considered additional risk related to the pandemic. However, this risk to-date was not material. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | LeasesIn the three months ended June 30, 2020, the Company entered into an agreement to sublease an operating lease right of use asset. The Company recognized $709 and $709 of sublease income in the three and six months ended June 30, 2020, respectively, within Other operating income, net.The Company evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the assets group. An impairment charge is recorded in the excess of each operating lease right-of-use asset's carrying amount over its estimated fair value. As a result, the Company recorded a $4,771 non-cash impairment charge to the Restructuring and impairment line item in the Interim Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows. As part of the impairment charge, the carrying value of the Operating lease right of use asset was reduced by $4,771. Please refer to Note 21 for further details. |
Computer Hardware and Other Pro
Computer Hardware and Other Property, Net | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Computer Hardware and Other Property, Net | Computer Hardware and Other Property, net Computer hardware and other property, net consisted of the following: June 30, 2020 December 31, 2019 Computer hardware $ 27,928 $ 24,620 Leasehold improvements 16,889 12,496 Furniture, fixtures and equipment 7,422 4,412 Total computer hardware and other property 52,239 41,528 Accumulated depreciation (27,915) (23,486) Total computer hardware and other property, net $ 24,324 $ 18,042 Depreciation expense amounted to $2,904 and $2,131 for the three months ended June 30, 2020 and 2019, respectively, and $5,233 and $4,182 for the six months ended June 30, 2020 and 2019, respectively. |
Other Intangible Assets, net an
Other Intangible Assets, net and Goodwill | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, net and Goodwill | Other Intangible Assets, net and Goodwill Other Intangible Assets, net The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: June 30, 2020 December 31, 2019 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets Customer relationships $ 657,935 $ (190,765) $ 467,170 $ 280,493 $ (180,571) $ 99,922 Databases and content 1,811,209 (399,675) 1,411,534 1,755,323 (342,385) 1,412,938 Computer software 346,122 (164,996) 181,126 285,701 (135,919) 149,782 Trade names 6,770 (492) 6,278 1,570 — 1,570 Backlog 33,432 (2,457) 30,975 — — — Finite-lived intangible assets 2,855,468 (758,385) 2,097,083 2,323,087 (658,875) 1,664,212 Indefinite-lived intangible assets Trade names 164,466 — 164,466 164,428 — 164,428 Total intangible assets $ 3,019,934 $ (758,385) $ 2,261,549 $ 2,487,515 $ (658,875) $ 1,828,640 Amortization expense amounted to $53,241 and $40,932 for the three months ended June 30, 2020, and 2019, respectively, and $102,353 and $97,038 for the six months ended June 30, 2020 and 2019, respectively. In June 2020, the Company acquired the assets of CustomersFirst Now for a purchase price of $6,446, which was accounted for as an asset acquisition. As a result, the Company's identifiable intangible assets increased by $6,446, which consisted of $5,446 of databases and content and $1,000 of computer software. The databases and process methodology and the computer software have a remaining weighted average amortization period of 5.0 years and 3.0 years, respectively. The total remaining weighted average amortization period is 4.7 years. Goodwill The following table summarizes changes in the carrying amount of goodwill for the six months ended June 30, 2020: Balance as of December 31, 2019 $ 1,328,045 Acquisitions 496,948 Changes due to foreign currency fluctuations (735) Balance as of June 30, 2020 $ 1,824,258 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Effective March 31, 2017, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $300,000 of its outstanding Term Loan arrangements. Additionally, effective February 28, 2018, the Company entered into another interest rate swap relating to interest payments on $50,000 of its outstanding Term Loan arrangements. These hedging instruments mature on March 31, 2021. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments. In April 2019, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $50,000 of its term loans, effective April 30, 2021. Additionally, in May 2019, the Company entered into additional interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $100,000 of its term loan, effective March 2021. Both of these derivatives have notional amounts that amortize downward, and both have a maturity of September 2023. The Company will apply hedge accounting by designating the interest rate swaps as a hedge in applicable future quarterly interest payments. Changes in the fair value are recorded in Accumulated other comprehensive loss ("AOCI") and the amounts reclassified out of AOCI are recorded to Interest expense, net. The fair value of the interest rate swaps is recorded in Other non-current assets or liabilities according to the duration of related cash flows. The total fair value of the interest rate swaps was a liability of $8,182 as of June 30, 2020 and a liability of $2,778 as of December 31, 2019. In March 2020, the Company amended all of its interest rate derivatives to reduce the 1% LIBOR floor to a 0% LIBOR floor. For the current derivatives, all other terms and conditions remain unchanged. For the six months ended June 30, 2020, the Company collected $1,737 for the amendments of these derivatives. For the two forward starting swaps, an adjustment was made to reduce the weighted average fixed rate from 2.183% at December 31, 2019 to 1.695% at the amendment date. For the three months ended March 31, 2020, the Company had a period of ineffectiveness related to the cash flow hedges. The ineffectiveness was due to a drop in LIBOR rates below the LIBOR floor defined per the credit facilities, which were amended on March 31, 2020 resulting in a highly effective hedge. As a result of the ineffectiveness, the Company recognized a loss of $0 and $979 for the three and six months ended June 30, 2020, respectively, which was recorded to Interest expense, net on the Statement of Operations. As of June 30, 2020, there was no hedge ineffectiveness associated with the Company’s interest rate swaps. See Note 11 — "Fair Value Measurements" for additional information on derivative instruments. The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2020: AOCI balance at December 31, 2019 $ (2,778) Derivative losses recognized in Other comprehensive loss (3,160) Amount reclassified out of Other comprehensive loss to Net loss 270 AOCI balance at March 31, 2020 $ (5,668) Derivative losses recognized in Other comprehensive loss $ (1,109) Amount reclassified out of Other comprehensive loss to Net loss 855 AOCI Balance at June 30, 2020 $ (5,922) The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2019: AOCI balance at December 31, 2018 $ 3,644 Derivative losses recognized in Other comprehensive loss (2,376) Amount reclassified out of Other comprehensive loss to Net loss 430 AOCI balance at March 31, 2019 $ 1,698 Derivative losses recognized in Other comprehensive loss $ (4,247) Amount reclassified out of Other comprehensive loss to Net loss 402 AOCI Balance at June 30, 2019 $ (2,147) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Below is a summary of the valuation techniques used in determining fair value: Derivatives - Derivatives consist of interest rate swaps. The fair value of the interest rate swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. See Note 10 — "Derivative Instruments" for additional information. Contingent consideration - The Company values contingent cash consideration related to business combinations using a weighted probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Key assumptions used to estimate the fair value of contingent consideration include revenue, net new business and operating forecasts and the probability of achieving the specific targets. The Company values contingent stock consideration related to business combinations using observable market data, adjusted for indemnity losses and claims for indemnity losses valued using other indirect market inputs observable in the marketplace. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments. Assets and Liabilities Recorded at Fair Value on a Recurring Basis The Company has determined that its interest rate swaps, included in Accrued expenses and other current liabilities and Other non-current liabilities according to the duration of related cash flows, reside within Level 2 of the fair value hierarchy. In accordance with ASC 805, we estimated the fair value of the earn outs using a Monte Carlo simulation for the year ended December 31, 2018. The amount of the earn outs approximate fair value due to the short term nature of their remaining payments as of June 30, 2020 and December 31, 2019. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of June 30, 2020, the Company increased the earn out liabilities related to Publons based on current period performance and paid the remaining earn out liabilities related to TrademarkVision. These acquisitions occurred in 2017 and 2018, respectively. The amount payable is contingent upon the achievement of certain company specific milestones and performance metrics including number of cumulative users, cumulative reviews and annual revenue over a 1-year and 3-year period. Changes in the earn out are recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. There were no transfers of assets or liabilities between levels during the periods ended June 30, 2020 and December 31, 2019. The earn out liability is recorded in Accrued expenses and other current liabilities and Other non-current liabilities and is classified as Level 3 in the fair value hierarchy. As of June 30, 2020, the Company maintains a contingent stock liability based on observable market data relating to the DRG acquisition that occurred on February 28, 2020. Changes in the contingent stock liability are recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. There were no transfers of assets or liabilities between levels during the periods ended June 30, 2020 and December 31, 2019. The contingent stock liability is recorded in Accrued expenses and other current liability and is classified as Level 2 in the fair value hierarchy. The amount is payable on the one year anniversary of the acquisition date and is contingent upon any indemnity losses or claims for indemnity losses as defined in the purchase agreement. This fair value measurement is based on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820. The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2020: Balance as of December 31, 2019 $ 11,100 Payment of earn out liability (1) (8,000) Revaluations included in earnings 380 Balance as of March 31, 2020 3,480 Payment of earn out liability — Revaluations included in earnings 130 Balance as of June 30, 2020 $ 3,610 The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2019: Balance as of December 31, 2018 $ 7,075 Payment of earn out liability — Revaluations included in earnings — Balance as of March 31, 2019 7,075 Payment of earn out liability — Revaluations included in earnings 469 Balance as of June 30, 2019 $ 7,544 (1) See Note 19 - “Commitments and Contingencies” for further details The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as at June 30, 2020 and December 31, 2019: Level 1 Level 2 Level 3 Total Fair Value June 30, 2020 Liabilities Interest rate swap liability $ — $ 8,182 $ — $ 8,182 Earn out liability — — 3,610 3,610 Contingent stock liability — 64,660 $ — 64,660 Total $ — $ 72,842 $ 3,610 $ 76,452 Level 1 Level 2 Level 3 Total Fair Value December 31, 2019 Liabilities Interest rate swap liability $ — $ 2,778 $ — $ 2,778 Earn out liability — — 11,100 11,100 Total $ — $ 2,778 $ 11,100 $ 13,878 Non-Financial Assets Valued on a Non-Recurring Basis The Company’s long-lived assets, including goodwill, indefinite-lived intangibles and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment. Finite-lived Intangible Assets - If a triggering event occurs, the Company compares the carrying value to the undiscounted cash flows associated with the assets or asset group to determine if the cash flows are recoverable. If the undiscounted cash flows are not recoverable, the Company determines the estimated fair value of finite-lived intangible assets by determining the present value of the expected cash flows and compares that amount to the carrying value of the assets or asset group. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to the excess. Indefinite-lived Intangible Asset - If a qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value of an indefinite-lived intangible asset, the Company determines the estimated fair value of the indefinite-lived intangible asset (trade name) by determining the present value of the estimated royalty payments on an after-tax basis that it would be required to pay the owner for the right to use such trade name. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to the excess. Goodwill - Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets resulting from business combinations. The Company evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of October 1 or more frequently if impairment indicators arise in accordance with ASC Topic 350. The Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made that, based on the qualitative factors, an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be determined and compared to its carrying value including goodwill. In determining the fair value of a reporting unit, the Company estimates the fair value of a reporting unit using the fair value derived from the income approach. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit; whereas, the income approach uses a discounted cash flow (“DCF”) model. The DCF model determines the fair value of our reporting units based on projected future discounted cash flows, which in turn were based on our views of uncertain variables such as growth rates, anticipated future economic conditions, and the appropriate discount rates relative to risk and estimates of residual values. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired, |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits The components of net periodic benefit cost recognized in other comprehensive loss were as follows: Three Months Ended June 30, 2020 2019 Service cost $ 226 $ 220 Interest cost 79 80 Expected return on plan assets (40) (40) Amortization of actuarial gains 14 (20) Net periodic benefit cost $ 279 $ 240 Six Months Ended June 30, 2020 2019 Service cost $ 444 $ 441 Interest cost 157 158 Expected return on plan assets (79) (80) Amortization of actuarial gains (52) (38) Net periodic benefit cost $ 470 $ 481 Interest cost and expected return on plan assets are recorded in Interest expense, net on the accompanying Interim Condensed Consolidated Statements of Operations. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of the Company’s debt: June 30, 2020 December 31, 2019 Type Maturity Carrying Carrying Senior secured notes 2026 4.500 % 700,000 4.500 % 700,000 Term loan facility 2026 3.178 % 1,253,700 5.049 % 900,000 Revolving credit facility 2024 — % — 5.049 % 65,000 Total debt outstanding 1,953,700 1,665,000 Deferred financing charges (25,824) (25,205) Term loan facility, discount (2,062) (2,184) Short-term debt, including current portion of long-term debt (12,600) (9,000) Long-term debt, net of current portion and deferred financing charges $ 1,913,214 $ 1,628,611 In connection with the DRG acquisition, the Company incurred an incremental $360,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund a portion of the DRG acquisition and to pay related fees and expenses. The additional term loan borrowings are covered by the same terms and covenant requirements of the existing term loan facility as described in the annual report on form 10-K as of December 31, 2019. In addition, the Company secured the backstop of a $950,000 fully committed bridge facility in connection with the DRG acquisition. However, the Company obtained all required financing with proceeds from the additional term loan borrowings and through a primary equity offering in February 2020. As such, the bridge facility remained undrawn through its expiration on closing of the acquisition. During the six months ended June 30, 2020, the Company paid down $65,000 on the revolving credit facility. The revolving credit facility has remained undrawn in the period subsequent to the pay down. The revolving credit facility is subject to a commitment fee of 0.50% per annum. With respect to the credit facilities, the Company may be subject to certain negative covenants, including compliance with total first lien net leverage ratio, if certain conditions are met. These conditions were not met and the Company was not required to test compliance with these covenants as of June 30, 2020. The obligations of the Borrowers under the credit facilities are guaranteed by UK Holdco and certain of its restricted subsidiaries and are secured by substantially all of UK Holdco's and certain of its restricted subsidiaries’ assets (with customary exceptions described in the credit facilities). UK Holdco and its restricted subsidiaries are subject to certain covenants including restrictions on UK Holdco’s ability to pay dividends, incur indebtedness, grant a lien over its assets, merge or consolidate, make investments, or make payments to affiliates. As of June 30, 2020, letters of credit totaling $4,937 were collateralized by the revolving credit facility. Notwithstanding the revolving credit facility, as of June 30, 2020, the Company had an unsecured corporate guarantee outstanding for $9,646 and cash collateralized letters of credit totaling $37, all of which were not collateralized by the revolving credit facility. The Company’s cash from operations is expected to meet repayment needs on outstanding borrowings for a period of 12 months after the financial statement issuance date. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The tables below show the Company's disaggregated revenues for the periods presented: Three Months Ended June 30, 2020 2019 Subscription revenues $ 216,569 $ 202,747 Transactional revenues 60,363 39,693 Total revenues, gross 276,932 242,440 Deferred revenues adjustment (1) (3,432) (131) Total revenues, net $ 273,500 $ 242,309 (1) Reflects the deferred revenues adjustment as a result of purchase accounting. Six Months Ended June 30, 2020 2019 Subscription revenues $ 409,804 $ 395,239 Transactional revenues 109,602 81,390 Total revenues, gross 519,406 476,629 Deferred revenues adjustment (1) (5,314) (295) Total revenues, net $ 514,092 $ 476,334 (1) Reflects the deferred revenues adjustment as a result of purchase accounting. Contract Balances Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (1/1/2020) $ 333,858 $ 407,325 $ 19,723 Closing (6/30/2020) 279,160 424,187 19,116 (Increase)/decrease $ 54,698 $ (16,862) $ 607 Opening (1/1/2019) $ 331,295 $ 391,102 $ 17,112 Closing (6/30/2019) 270,584 404,753 22,236 (Increase)/decrease $ 60,711 $ (13,651) $ (5,124) The amount of revenue recognized in the period that were included in the opening deferred revenues current and long-term balances were $181,146. This revenue consists primarily of subscription revenue. Transaction Price Allocated to the Remaining Performance Obligation As of June 30, 2020, approximately $63,653 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with durations of one year or less. The Company expects to recognize revenue on approximately 65.0% of these performance obligations over the next 12 months. Of the remaining 35.0%, 20.1% is expected to be recognized within the following year, with the final 14.9% expected to be recognized within years 3 to 10. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Pre-2019 Transaction In March 2017, the Company formed the Management Incentive Plan under which certain employees of the Company may be eligible to purchase shares of the Company. In exchange for each share purchase subscription, the purchaser is entitled to a fully vested right to an ordinary share. Additionally, along with a subscription, employees receive a corresponding number of options to acquire additional ordinary shares subject to five Post-2019 Transaction In June 2019, the Company formed the 2019 Incentive Award Plan under which employees of the Company may be eligible to purchase shares of the Company. See Note 16 — “Employment and Compensation Arrangements” for additional detail related to the 2019 Incentive Award Plan. In exchange for each share subscription purchased, the purchaser is entitled to a fully vested right to an ordinary share. At June 30, 2020 there were unlimited ordinary shares authorized, and 387,335,119 shares issued and outstanding, with a par value of $0.00. The Company did not hold any shares as treasury shares as of June 30, 2020 or December 31, 2019. The Company’s ordinary stockholders are entitled to one vote per share. Warrants During the period January 1, 2020 through February 21, 2020, 24,132,666 of the Company’s outstanding public warrants were exercised for one ordinary share per whole public warrant at a price of $11.50 per share. On February 20, 2020, we announced the redemption of all of our outstanding public warrants to purchase our ordinary shares that were issued as part of the units sold in the Churchill Capital Corp initial public offering that remained outstanding at 5:00 p.m. New York City time on March 23, 2020, for a redemption price of $0.01 per public warrant. In addition, our board of directors elected that, upon delivery of the notice of the redemption on February 20, 2020, all public warrants were to be exercised only on a “cashless basis.” Accordingly, by virtue of the cashless exercise of public warrants, exercising public warrant holders received 0.4626 of an ordinary share for each public warrant, and 4,747,432 ordinary shares were issued for public warrants exercised on a cashless basis and 4,649 public warrants were redeemed for $0.01 per public warrant. As of June 30, 2020, no public warrants were outstanding. Merger Shares On January 31, 2020, our Board agreed to waive all performance vesting conditions associated with the Merger Shares. The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. See Note 16 — “Employment and Compensation Arrangements” for additional detail related to the Merger Shares. DRG Acquisition Shares In connection with the DRG acquisition, up to 2,895,638 ordinary shares of the Company are issuable to PEL following the one-year anniversary of the closing. See Note 4 — “Business Combinations” for additional details. |
Employment and Compensation Arr
Employment and Compensation Arrangements | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Employment and Compensation Arrangements | Employment and Compensation Arrangements Employee Incentive Plans The 2019 Incentive Award Plan permits the granting of awards in the form of incentive stock options, non-qualified stock options, share appreciation rights, restricted shares, restricted share units and other stock-based or cash based awards. Equity awards may be issued in the form of restricted shares or restricted share units with dividend rights or dividend equivalent rights subject to vesting terms and conditions specified in individual award agreements. The Company’s Management Incentive Plan provides for employees of the Company to be eligible to purchase shares of the Company. See Note 15 — “Shareholders’ Equity” for additional information. A maximum aggregate amount of 60,000,000 ordinary shares are reserved for issuance under the 2019 Incentive Award Plan. Equity awards under the 2019 Incentive Award Plan may be issued in the form of options to purchase shares of the Company which are exercisable upon the occurrence of conditions specified within individual award agreements. As of June 30, 2020, 40,876,101 awards had been granted. A summary of the Company’s share-based compensation is as follows: Three Months Ended June 30, 2020 2019 Share-based compensation expense $ 6,856 $ 33,932 Tax benefit recognized $ (2,791) $ 85 Six Months Ended June 30, 2020 2019 Share-based compensation expense $ 24,325 $ 37,108 Tax benefit recognized $ (2,793) $ 163 In the three and six months ended June 30, 2020, the Company recognized additional Share-based compensation expense related to the modification of certain awards under the 2019 Incentive Award Plan. As of June 30, 2020, there was $27,192 of total unrecognized compensation cost, related to outstanding stock options and awards, which is expected to be recognized through 2024 with a remaining weighted-average service period of 5.9 years. Stock Options The Company’s stock option activity is summarized below: Number of Weighted Weighted-Average Aggregate Outstanding at December 31, 2019 20,880,225 $ 12.18 7.3 $ 105,119 Forfeited (881,607) 12.13 0 — Exercised (7,438,787) 9.94 0 — Outstanding as of June 30, 2020 12,559,831 13.50 6.5 112,436 Vested and exercisable at June 30, 2020 8,203,683 $ 13.86 6.0 $ 69,836 The aggregate intrinsic value in the table above represents the difference between the closing price of the Company's ordinary shares on June 30, 2020 and the exercise price of each in-the-money option. In the three and six months ended June 30, 2020, 3,723,332 and 7,438,787 stock options were exercised, respectively. The tax benefit from the exercised options in the three and six months ended June 30, 2020 was $1,603 and $3,489, respectively. The Company accounts for awards issued under the 2019 Incentive Award Plan as additional contributions to equity. Share-based compensation includes expense associated with stock option grants which is estimated based on the grant date fair value of the award issued. Share-based compensation expense related to stock options is recognized over the vesting period of the award which is generally five years, on a graded-scale basis. The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted. The Black-Scholes model takes into account the fair value of an ordinary share and the contractual and expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. Prior to becoming a public company, the fair value of the Company’s ordinary shares were determined utilizing an external third-party pricing specialist. The contractual term of the option ranges from the one year to 10 years. Expected volatility is the average volatility over the expected terms of comparable public entities from the same industry. The risk-free interest rate is based on a treasury rate with a remaining term similar to the contractual term of the option. The Company is recently formed and at this time does not expect to distribute any dividends. The Company recognizes forfeitures as they occur. Restricted Stock Units (“RSUs”) RSUs typically vest from one Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 293,182 $ 16.75 Granted 1,382,557 20.22 Vested (172,370) 20.87 Forfeited (11,890) 19.97 Outstanding as of June 30, 2020 1,491,479 $ 19.92 The total grant date fair value of RSUs that vested during the three and six months ended June 30, 2020 was $56 and $2,920, respectively. Performance Stock Units (“PSUs”) The Company began granting PSUs to certain members of management on April 1, 2020 under the 2019 Incentive Award Plan. PSUs typically vest over three years and are subject to performance conditions for vesting. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. In years one and two of the three year vesting period, it was not possible to predict the likelihood of achieving the target and therefore, the performance condition was deemed not probable as of June 30, 2020. Accordingly, no compensation expense was recognized for the three or six months ended June 30, 2020. Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 — $ — Granted 550,189 21.91 Outstanding as of June 30, 2020 550,189 $ 21.91 2019 Transaction Related Awards Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate (the "Merger Shares") issuable if the last sale price of Clarivate’s ordinary shares is at least $20.00 for 40 days over a 60 consecutive trading day period on or before the sixth anniversary of the closing of the 2019 Transaction. In accordance with the terms of the Sponsor Agreement and in connection with our merger with Churchill in 2019, the Merger Shares were to be issued to persons designated by Messrs. Stead and Klein. On January 31, 2020, our Board agreed to waive the performance vesting condition, and the Merger Shares became issuable to persons designated by Messrs. Stead and Klein on or prior to December 31, 2020. We engaged a third party specialist to fair value the awards at the modification date using the Monte Carlo simulation approach. The assumptions in the model included, but were not limited to, risk-free interest rate, 1.33%; expected volatility of the Company's and its peer group's stock prices, 20.00%; and dividend yield, 0.00%. The Company has evaluated and recorded additional stock compensation expense as required upon the assignment of Merger Shares as applicable. The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. The Company recognized $0 and $13,720 of exp ense in the three and six months ended June 30, 2020 , respec tively, in Share-based compensation expense as a result of the waived performance vesting conditions. The Sponsor Agreement provided that certain ordinary shares of Clarivate available for distribution to persons designated in the Sponsor Agreement in connection with the Transactions, and certain Clarivate warrants available for distribution to such persons, in each case, were subject to certain time and performance-based vesting provisions described below. The vesting conditions added to certain ordinary shares include the following: 5,309,713 ordinary shares of Clarivate held by persons designated in the Sponsor Agreement, will vest in three 2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate's ordinary shares is at least $15.25 on or before the date that is 42 months after the closing of the Transactions; provided that none of such Clarivate ordinary will vest prior to the first anniversary of the closing of the transactions, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the Transactions, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the Transactions. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company. 2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate's ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the Transactions; provided that none of such Clarivate ordinary will vest prior to the first anniversary of the closing of the Transactions, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the Transactions, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the Transactions. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company. During the quarter ended June 30, 2019, the vesting conditions added to certain warrants include the following: 17,265,826 of certain warrants held by persons designated in the Sponsor Agreement, will vest at such time as the last sale price of Clarivate's ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the 2019 Transaction; provided that none of such Clarivate warrants will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company. In considering the terms of the transaction related awards, the Company notes that the time-based vesting restrictions are not conditioned on any continuing or future service of the holders to the Company and reflect “lockup” periods of the issuable shares. Further, the above mentioned performance-based restrictions are considered market conditions pursuant to ASC 718, and are contemplated in the value of the awards. As such vesting restrictions were contemplated in conjunction with the granting of Merger shares, the Company considered such terms of the total basket of transaction awards in determination of the fair value of the awards. As no continued or future service is required by the holders of such awards, the Company recognized compensation expense based on the fair value of such awards upon closing of the 2019 Transaction. The Company recognized $25,013 expense, net in Share-based compensation expense as of the date of the 2019 Transaction in accordance with the issuance of Merger shares offset by the addition of vesting terms to certain ordinary shares and warrants, as described above. The expense includes the increases in value of $48,102 for the granting of Merger shares, the increase in value of $1,193 for ordinary shares with only time vesting conditions, and the increase in value of shares purchased by the Founders immediately prior to the transaction of $4,411, all offset by the reduction in value of $9,396 for ordinary shares with performance vesting condition of $15.25, the reduction in value of $13,101 for ordinary shares with performance vesting condition of $17.50 and the reduction in value of $6,297 related to warrants. Pursuant to the Sponsor Agreement, certain founders of Churchill Capital Corp purchased an aggregate of 1,500,000 shares of Class B common stock of Churchill immediately prior to the closing of the 2019 Transaction for an aggregate purchase price of $15,000. We used a third-party specialist to fair value the awards at the Transactions close date of May 13, 2019 using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, 2.20%; expected volatility of the Company's and the peer group's stock prices, 20.00%; and dividend yield, —%. A discount for lack or marketability (“DLOM”) was applied to shares that are subject to remaining post vesting lock up restrictions. The DLOM was between 3%-7% dependent on the length of the post vesting restriction period. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the three months ended June 30, 2020 and 2019, the Company recognized an income tax benefit of $5,385 on loss before income tax of $6,876 and an income tax provision of $3,712, on loss before income tax of $74,049, respectively. During the six months ended June 30, 2020 and 2019, the Company recognized an income tax provision of $9,368 on loss before income tax of $66,124 and $3,952, on loss before income tax of $133,069, respectively. The tax provision or benefit in each of the three and six months ended June 30, 2020 and the three and six months ended June 30, 2019, respectively, reflects the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Potential ordinary shares of 35,797,137 of Private Placement Warrants, DRG Transaction Shares, options, RSUs, and PSUs related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three and six months ended June 30, 2020, respectively, and potential ordinary shares of 85,052,934 related to Private Placement Warrants, Public Warrants, Merger Shares, and options related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three and six months ended June 30, 2019 as the Company had net losses in both periods and their inclusion would be anti-dilutive. See Note 15 — "Shareholders' Equity" and Note 16 — "Employment and Compensation Arrangements” for a description. The 2019 Transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP. See Note 1 — "Background and Nature of Operations". Accordingly, weighted-average shares outstanding for purposes of the EPS calculation have been retroactively recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares). The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts): Three Months Ended June 30, 2020 2019 Basic/Diluted EPS Net loss available to ordinary shareholders $ (1,491) $ (77,761) Basic and diluted weighted-average number of ordinary shares outstanding 375,877,260 264,762,720 Basic and diluted EPS $ — $ (0.29) Six Months Ended June 30, 2020 2019 Basic/Diluted EPS Net loss available to ordinary shareholders $ (75,492) $ (137,021) Basic and diluted weighted-average number of ordinary shares outstanding 359,503,556 241,275,061 Basic and diluted EPS $ (0.21) $ (0.57) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company does not have any recorded or unrecorded guarantees of the indebtedness of others. Lawsuits and Legal Claims The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, antitrust/competition claims, intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material impact on the Company’s financial condition taken as a whole. Contingent Liabilities In conjunction with the acquisition of Publons, the Company agreed to pay former shareholders up to an additional $9,500 through 2020. Amounts payable are contingent upon Publons' achievement of certain milestones and performance metrics. The Company paid $0 of the contingent purchase price during the six months ended June 30, 2020. The Company had an outstanding liability for $3,610 and $3,100 related to the estimated fair value of this contingent consideration included in Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, respectively. In conjunction with the acquisition of Kopernio, the Company paid former shareholders during the three months ended June 30, 2020 due to the achievement of certain milestones and performance metrics. In conjunction with the acquisition of TrademarkVision, the Company agreed to pay former shareholders a potential earn out dependent upon achievement of certain milestones and financial performance metrics through 2020. Amounts payable are contingent upon TrademarkVision’s achievement of certain milestones and performance metrics. During the six months ended June 30, 2020, the Company paid $8,000 of the contingent purchase price to complete the earn out. As of June 30, 2020 and December 31, 2019, the Company had an outstanding liability for $0 and $8,000 respectively, related to the estimated fair value of this contingent consideration. The outstanding balance was included in Accrued expenses and other current liabilities as of December 31, 2019, in the Consolidated Balance Sheets. In conjunction with the acquisition of DRG, the Company agreed to pay up to 2,895,638 shares as contingent stock consideration, valued at $58,897 on the closing date of the acquisition. See Note 4 — "Business Combinations" for more information on the contingent stock consideration. Amounts payable are contingent upon any indemnity losses or claims to indemnity losses occurring within that one year period. The liability increased by $5,763 during the six months ended June 30, 2020 due to an increase in the estimated fair value of this contingent stock consideration, which resulted in a liability of $64,660 as of June 30, 2020. The outstanding balance was included in Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets as of June 30, 2020. |
Related Party and Former Parent
Related Party and Former Parent Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party and Former Parent Transactions | Related Party and Former Parent Transactions Onex Partners Advisor LP (“Onex”), an affiliate of the Company, is considered a related party. Concurrent with the Acquisition, the Company entered into a Consulting Services Agreement with Onex, pursuant to which the Company is provided certain ongoing strategic and financing consulting services in exchange for a quarterly management fee. In connection with this agreement, the Company recognized $0 and $158 for the three months ended June 30, 2020, and 2019, respectively, and $0 and $389 for the six months ended June 30, 2020 and 2019, respectively. The Company pays 0.1% interest per annum to Onex for the Credit Agreement. The Company recognized $0 and $112 for the three months ended June 30, 2020 and 2019, respectively, and $0 and $327 for the six months ended June 30, 2020 and 2019 in interest expense for the Onex related interest. The Company had an outstanding liability of $70 and $3 to Onex as of June 30, 2020, and December 31, 2019, respectively. In addition, the Company paid Onex a management fee of $5,400 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information. BPEA, an affiliate of the Company, is considered a related party. Concurrently with our separation from Thomson Reuters ("Former Parent") in 2016, the Company entered into a Management Services Agreement with Baring, pursuant to which the Company is provided certain ongoing strategic and financing consulting services. In connection with this agreement, the Company recognized $0 and $79 for the three months ended June 30, 2020, and 2019, respectively, and $0 and $79 for the six months ended June 30, 2020, and 2019, respectively, in operating expenses related to this agreement. The Company had an outstanding liability of $0 and $0 to Baring as of June 30, 2020, and December 31, 2019, respectively. In addition, the Company paid BPEA a management fee of $2,100 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information. In connection with our separation from Thomson Reuters in 2016, Bidco and a subsidiary of the Former Parent entered into the Transition Service Agreement, which became effective on October 3, 2016, pursuant to which such subsidiary of the Former Parent will, or will cause its affiliates and/or third-party service providers to, provide Bidco, its affiliates and/or third-party service providers with certain technology, facilities management, human resources, sourcing, financial, accounting, data management, marketing and other services to support the operation of the IP&S business as an independent company. Such services are provided by such subsidiary of the Former Parent or its affiliates and/or third-party service providers for various time periods and at various costs based upon the terms set forth in the Transition Service Agreement. A controlled affiliate of Baring is a vendor of ours. Total payments to this vendor were $227 and $78 for the three months ended June 30, 2020 and 2019 respectively, and $245 and $318 for the six months ended June 30, 2020 and 2019 respectively. The Company had an outstanding liability of $125 and $160 as of June 30, 2020 and December 31, 2019, respectively. Jerre Stead, Chief Executive Officer of the Company, is the Co-founder of a vendor of ours. Total payments to this vendor were $0for the three months ended June 30, 2020. The Company had an outstanding liability of $0 and $10 as of June 30, 2020 and December 31, 2019, respectively. This vendor was not a related party during the six months ended June 30, 2019. A former member of our key management is the Co-founder of a vendor of ours. Total payments to this vendor were $0 and $200 for the three months ended June 30, 2020 and 2019 and $0 and $278 for the six months ended June 30, 2020 and 2019, respectively, and the Company had no outstanding liability as of June 30, 2020 and December 31, 2019. This vendor was not a related party during the three months ended June 30, 2019. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In accordance with the applicable guidance for ASC 420, Exit or Disposal Cost Obligations , we recognized liabilities for the restructuring plans noted below when the programs were approved, the employees to be terminated were identified, the terms of the arrangement were established, it was determined changes to the plan were unlikely to occur and the arrangements were communicated to employees. The liabilities are recorded within Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets. The corresponding expenses are recorded within Restructuring and impairment in the Interim Consolidated Statements of Operations. The payments associated with these actions are expected to be completed within 12 months from the balance sheet date. Operation Simplification and Optimization Program During the fourth quarter of 2019, the Company approved restructuring actions designed to streamline our operations by simplifying our organization and focusing on two product groups in planned phases. The following table summarizes the activity related to the restructuring reserves for the Operation Simplification and Optimization Program: Operation Simplification and Optimization Program Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs 1 Total Reserve Balance as of December 31, 2019 $ 9,506 $ — $ 9,506 Expenses recorded 6,574 1,180 7,754 Payments made (6,647) — (6,647) Reserve Balance as of March 31, 2020 9,433 1,180 10,613 Expenses recorded 4,865 2,749 7,614 Payments made (4,297) (199) (4,496) Reserve Balance as of June 30, 2020 $ 10,001 $ 3,730 $ 13,731 1 Relates primarily to location exit costs and legal and advisory fees. The following table is a summary of charges incurred related to the Operation Simplification and Optimization Program in the three and six months ended June 30, 2020. Three Months Ended June 30, 2020 2019 Severance and related benefit costs $ 4,865 $ — Costs associated with exit and disposal activities 1 2,749 — Costs associated with lease exit costs including impairment 2 4,908 — Total $ 12,522 $ — Six Months Ended June 30, 2020 2019 Severance and related benefit costs $ 11,438 $ — Costs associated with exit and disposal activities 1 3,930 — Costs associated with lease exit costs including impairment 2 4,908 — Total $ 20,276 $ — 1 Relates primarily to contract exit costs and legal and advisory fees. 2 Includes $4,771 of charges related to impairment of a lease and $137 of lease exit costs. DRG Acquisition Integration Program During the second quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of DRG in planned phases. The following table summarizes the activity related to the restructuring reserves for the DRG Acquisition Integration: DRG Acquisition Integration Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs 1 Total Reserve balance as of December 31, 2019 $ — $ — $ — Expenses recorded 3,312 12 3,324 Payments made (1,252) — (1,252) Reserve balance as of June 30, 2020 $ 2,060 $ 12 $ 2,072 1 Relates primarily to legal and advisory fees. The following table is a summary of charges incurred related to the DRG Acquisition Integration in the three and six months ended June 30, 2020. Three Months Ended June 30, 2020 Severance and related benefit costs $ 3,312 Costs associated with exit and disposal activities 1 12 Total $ 3,324 Six Months Ended June 30, 2020 Severance and related benefit costs $ 3,312 Costs associated with exit and disposal activities 1 12 Total $ 3,324 1 Relates primary to legal and advisory fees. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsManagement has evaluated the impact of events that have occurred subsequent to June 30, 2020. On July 29, 2020, the Company announced that it had agreed to combine with CPA Global, a global leader in intellectual property software and tech-enabled services and had entered into a definitive agreement with Redtop Holdings Limited (“Redtop”), a portfolio company of Leonard Green Partners, to acquire CPA Global. The Company will issue up to 218,306,663 ordinary shares to Redtop representing approximately 35% pro forma fully diluted ownership of Clarivate. At the closing of the transaction, the Company expects to refinance CPA Global’s outstanding debt with approximately $400,000 of cash on hand and $1,500,000 of new debt. The Company has secured a fully committed bridge facility of $1,500,000 and expects to arrange long-term debt financing before the closing. The transaction is expected to be completed during the fourth quarter of 2020, subject to customary closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Accounts Receivable | Accounts Receivable Through the adoption of ASU 2016-13 and the related standards, the Company revised the policy regarding the recognition of expected credit losses and for our accounts receivables portfolio as follows. |
Credit Loss | The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. |
Newly Adopted Accounting Standards and Recently Issued Accounting Standards | Newly Adopted Accounting Standards FASB issued new guidance, ASU 2016-13 and various other related issuances, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance will primarily affect our trade receivables. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard had an impact of $9,319 on the beginning Accumulated deficit balance in the Interim Condensed Consolidated Balance Sheet as of January 1, 2020. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The company prospectively adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract. Recently Issued Accounting Standards Except as noted below, there have been no material changes from the recently issued accounting standards previously disclosed in the Annual Report. Please refer to “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” section of the Annual Report on Form 10-K for a discussion of the recently issued accounting standards that relate to the Company. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities during the period March 12, 2020 through December 31, 2022. The Company is currently in the process of evaluating the potential impact of the adoption of this standard on its Interim Condensed Consolidated Financial Statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combination, Separately Recognized Transactions | The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows: Three months ended June 30, 2020 Revenues, net (1) $ 46,663 Net loss attributable to the Company's stockholders (8,911) (1) Includes $3,271 of a deferred revenue haircut recognized during the three months ended June 30, 2020. Six months ended June 30, 2020 Revenues, net (1) $ 63,707 Net loss attributable to the Company's stockholders (9,518) (1) Includes $4,805 of a deferred revenue haircut recognized during the six months ended June 30, 2020. |
Schedule of fair value of identifiable assets acquired and liabilities assumed for all acquisitions | The following table summarizes the preliminary purchase price allocation for this acquisition: Total Accounts receivable $ 52,193 Prepaid expenses 4,295 Other current assets 68,001 Computer hardware and other property 4,302 Other intangible assets (1) 491,366 Other non-current assets 2,960 Operating lease right-of-use assets 25,099 Total assets $ 648,216 Accounts payable 3,474 Accrued expenses and other current liabilities 35,812 Current portion of deferred revenue 35,126 Current portion of operating lease liabilities 5,188 Deferred income taxes 47,467 Non-current portion of deferred revenue 628 Other non-current liabilities 52,908 Operating lease liabilities 20,341 Total liabilities 200,944 Fair value of acquired identifiable assets and liabilities $ 447,272 (1)Includes $3,966 of internally developed software in progress acquired. Purchase price, net of cash (2) 944,220 Less: Fair value of acquired identifiable assets and liabilities 447,272 Goodwill $ 496,948 (2)The Company acquired cash of $20,777. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years): Fair Value as of February 28, 2020 Remaining Customer Relationships $ 381,000 17.6 Database and Content 50,200 4.7 Trade names 5,200 4.0 Purchased Software 23,000 6.4 Backlog 28,000 4.0 Total identifiable intangible assets $ 487,400 |
Business Acquisition, Pro Forma Information | Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows: Three Months Ended June 30, 2020 2019 Pro forma revenues, net $ 276,771 $ 286,137 Pro forma net income (loss) attributable to the Company's stockholders 1,925 (91,455) Six Months Ended June 30, 2020 2019 Pro forma revenues, net $ 542,112 $ 553,937 Pro forma net loss attributable to the Company's stockholders (62,512) (191,956) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | O ur accounts receivable balance consists of the following as of June 30, 2020 and December 31, 2019: June 30, December 31, 2020 2019 Accounts receivable $ 290,234 $ 350,369 Less: Accounts receivable allowance (11,074) (16,511) Accounts receivable, net $ 279,160 $ 333,858 |
Accounts Receivable, Allowance for Credit Loss | The activity in our accounts receivable allowance consists of the following: Balance as of March 31, 2020 $ 15,072 Write-offs (4,896) Additional provisions 787 Exchange differences 111 Balance as of June 30, 2020 $ 11,074 Balance as of December 31, 2019 $ 16,511 Opening balance sheet adjustment related to ASU 2016 -13 adoption 10,097 Write-offs (15,939) Additional provisions 787 Exchange differences (382) Balance as of June 30, 2020 $ 11,074 |
Computer Hardware and Other P_2
Computer Hardware and Other Property, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of computer hardware and other property, net | Computer hardware and other property, net consisted of the following: June 30, 2020 December 31, 2019 Computer hardware $ 27,928 $ 24,620 Leasehold improvements 16,889 12,496 Furniture, fixtures and equipment 7,422 4,412 Total computer hardware and other property 52,239 41,528 Accumulated depreciation (27,915) (23,486) Total computer hardware and other property, net $ 24,324 $ 18,042 |
Other Intangible Assets, net _2
Other Intangible Assets, net and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of identifiable intangible assets | The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: June 30, 2020 December 31, 2019 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets Customer relationships $ 657,935 $ (190,765) $ 467,170 $ 280,493 $ (180,571) $ 99,922 Databases and content 1,811,209 (399,675) 1,411,534 1,755,323 (342,385) 1,412,938 Computer software 346,122 (164,996) 181,126 285,701 (135,919) 149,782 Trade names 6,770 (492) 6,278 1,570 — 1,570 Backlog 33,432 (2,457) 30,975 — — — Finite-lived intangible assets 2,855,468 (758,385) 2,097,083 2,323,087 (658,875) 1,664,212 Indefinite-lived intangible assets Trade names 164,466 — 164,466 164,428 — 164,428 Total intangible assets $ 3,019,934 $ (758,385) $ 2,261,549 $ 2,487,515 $ (658,875) $ 1,828,640 |
Schedule of Goodwill | The following table summarizes changes in the carrying amount of goodwill for the six months ended June 30, 2020: Balance as of December 31, 2019 $ 1,328,045 Acquisitions 496,948 Changes due to foreign currency fluctuations (735) Balance as of June 30, 2020 $ 1,824,258 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2020: AOCI balance at December 31, 2019 $ (2,778) Derivative losses recognized in Other comprehensive loss (3,160) Amount reclassified out of Other comprehensive loss to Net loss 270 AOCI balance at March 31, 2020 $ (5,668) Derivative losses recognized in Other comprehensive loss $ (1,109) Amount reclassified out of Other comprehensive loss to Net loss 855 AOCI Balance at June 30, 2020 $ (5,922) The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2019: AOCI balance at December 31, 2018 $ 3,644 Derivative losses recognized in Other comprehensive loss (2,376) Amount reclassified out of Other comprehensive loss to Net loss 430 AOCI balance at March 31, 2019 $ 1,698 Derivative losses recognized in Other comprehensive loss $ (4,247) Amount reclassified out of Other comprehensive loss to Net loss 402 AOCI Balance at June 30, 2019 $ (2,147) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in the earn-out, Level 3 | The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2020: Balance as of December 31, 2019 $ 11,100 Payment of earn out liability (1) (8,000) Revaluations included in earnings 380 Balance as of March 31, 2020 3,480 Payment of earn out liability — Revaluations included in earnings 130 Balance as of June 30, 2020 $ 3,610 The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2019: Balance as of December 31, 2018 $ 7,075 Payment of earn out liability — Revaluations included in earnings — Balance as of March 31, 2019 7,075 Payment of earn out liability — Revaluations included in earnings 469 Balance as of June 30, 2019 $ 7,544 (1) See Note 19 - “Commitments and Contingencies” for further details |
Summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis | The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as at June 30, 2020 and December 31, 2019: Level 1 Level 2 Level 3 Total Fair Value June 30, 2020 Liabilities Interest rate swap liability $ — $ 8,182 $ — $ 8,182 Earn out liability — — 3,610 3,610 Contingent stock liability — 64,660 $ — 64,660 Total $ — $ 72,842 $ 3,610 $ 76,452 Level 1 Level 2 Level 3 Total Fair Value December 31, 2019 Liabilities Interest rate swap liability $ — $ 2,778 $ — $ 2,778 Earn out liability — — 11,100 11,100 Total $ — $ 2,778 $ 11,100 $ 13,878 |
Pension and Other Post-Retire_2
Pension and Other Post-Retirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic benefit cost changes in plan assets and benefit obligations recognized in other comprehensive loss | The components of net periodic benefit cost recognized in other comprehensive loss were as follows: Three Months Ended June 30, 2020 2019 Service cost $ 226 $ 220 Interest cost 79 80 Expected return on plan assets (40) (40) Amortization of actuarial gains 14 (20) Net periodic benefit cost $ 279 $ 240 Six Months Ended June 30, 2020 2019 Service cost $ 444 $ 441 Interest cost 157 158 Expected return on plan assets (79) (80) Amortization of actuarial gains (52) (38) Net periodic benefit cost $ 470 $ 481 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of debt | The following is a summary of the Company’s debt: June 30, 2020 December 31, 2019 Type Maturity Carrying Carrying Senior secured notes 2026 4.500 % 700,000 4.500 % 700,000 Term loan facility 2026 3.178 % 1,253,700 5.049 % 900,000 Revolving credit facility 2024 — % — 5.049 % 65,000 Total debt outstanding 1,953,700 1,665,000 Deferred financing charges (25,824) (25,205) Term loan facility, discount (2,062) (2,184) Short-term debt, including current portion of long-term debt (12,600) (9,000) Long-term debt, net of current portion and deferred financing charges $ 1,913,214 $ 1,628,611 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | The tables below show the Company's disaggregated revenues for the periods presented: Three Months Ended June 30, 2020 2019 Subscription revenues $ 216,569 $ 202,747 Transactional revenues 60,363 39,693 Total revenues, gross 276,932 242,440 Deferred revenues adjustment (1) (3,432) (131) Total revenues, net $ 273,500 $ 242,309 (1) Reflects the deferred revenues adjustment as a result of purchase accounting. Six Months Ended June 30, 2020 2019 Subscription revenues $ 409,804 $ 395,239 Transactional revenues 109,602 81,390 Total revenues, gross 519,406 476,629 Deferred revenues adjustment (1) (5,314) (295) Total revenues, net $ 514,092 $ 476,334 (1) Reflects the deferred revenues adjustment as a result of purchase accounting. |
Schedule of contract balances | Contract Balances Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (1/1/2020) $ 333,858 $ 407,325 $ 19,723 Closing (6/30/2020) 279,160 424,187 19,116 (Increase)/decrease $ 54,698 $ (16,862) $ 607 Opening (1/1/2019) $ 331,295 $ 391,102 $ 17,112 Closing (6/30/2019) 270,584 404,753 22,236 (Increase)/decrease $ 60,711 $ (13,651) $ (5,124) |
Employment and Compensation A_2
Employment and Compensation Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | A summary of the Company’s share-based compensation is as follows: Three Months Ended June 30, 2020 2019 Share-based compensation expense $ 6,856 $ 33,932 Tax benefit recognized $ (2,791) $ 85 Six Months Ended June 30, 2020 2019 Share-based compensation expense $ 24,325 $ 37,108 Tax benefit recognized $ (2,793) $ 163 |
Summary of stock option activity | The Company’s stock option activity is summarized below: Number of Weighted Weighted-Average Aggregate Outstanding at December 31, 2019 20,880,225 $ 12.18 7.3 $ 105,119 Forfeited (881,607) 12.13 0 — Exercised (7,438,787) 9.94 0 — Outstanding as of June 30, 2020 12,559,831 13.50 6.5 112,436 Vested and exercisable at June 30, 2020 8,203,683 $ 13.86 6.0 $ 69,836 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 293,182 $ 16.75 Granted 1,382,557 20.22 Vested (172,370) 20.87 Forfeited (11,890) 19.97 Outstanding as of June 30, 2020 1,491,479 $ 19.92 |
Schedule of Nonvested Performance-based Units Activity | Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 — $ — Granted 550,189 21.91 Outstanding as of June 30, 2020 550,189 $ 21.91 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS computations for our common stock | The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts): Three Months Ended June 30, 2020 2019 Basic/Diluted EPS Net loss available to ordinary shareholders $ (1,491) $ (77,761) Basic and diluted weighted-average number of ordinary shares outstanding 375,877,260 264,762,720 Basic and diluted EPS $ — $ (0.29) Six Months Ended June 30, 2020 2019 Basic/Diluted EPS Net loss available to ordinary shareholders $ (75,492) $ (137,021) Basic and diluted weighted-average number of ordinary shares outstanding 359,503,556 241,275,061 Basic and diluted EPS $ (0.21) $ (0.57) |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the activity related to the restructuring reserves for the Operation Simplification and Optimization Program: Operation Simplification and Optimization Program Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs 1 Total Reserve Balance as of December 31, 2019 $ 9,506 $ — $ 9,506 Expenses recorded 6,574 1,180 7,754 Payments made (6,647) — (6,647) Reserve Balance as of March 31, 2020 9,433 1,180 10,613 Expenses recorded 4,865 2,749 7,614 Payments made (4,297) (199) (4,496) Reserve Balance as of June 30, 2020 $ 10,001 $ 3,730 $ 13,731 1 Relates primarily to location exit costs and legal and advisory fees. The following table is a summary of charges incurred related to the Operation Simplification and Optimization Program in the three and six months ended June 30, 2020. Three Months Ended June 30, 2020 2019 Severance and related benefit costs $ 4,865 $ — Costs associated with exit and disposal activities 1 2,749 — Costs associated with lease exit costs including impairment 2 4,908 — Total $ 12,522 $ — Six Months Ended June 30, 2020 2019 Severance and related benefit costs $ 11,438 $ — Costs associated with exit and disposal activities 1 3,930 — Costs associated with lease exit costs including impairment 2 4,908 — Total $ 20,276 $ — 1 Relates primarily to contract exit costs and legal and advisory fees. 2 Includes $4,771 of charges related to impairment of a lease and $137 of lease exit costs. DRG Acquisition Integration Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs 1 Total Reserve balance as of December 31, 2019 $ — $ — $ — Expenses recorded 3,312 12 3,324 Payments made (1,252) — (1,252) Reserve balance as of June 30, 2020 $ 2,060 $ 12 $ 2,072 1 Relates primarily to legal and advisory fees. The following table is a summary of charges incurred related to the DRG Acquisition Integration in the three and six months ended June 30, 2020. Three Months Ended June 30, 2020 Severance and related benefit costs $ 3,312 Costs associated with exit and disposal activities 1 12 Total $ 3,324 Six Months Ended June 30, 2020 Severance and related benefit costs $ 3,312 Costs associated with exit and disposal activities 1 12 Total $ 3,324 1 Relates primary to legal and advisory fees. |
Background and Nature of Oper_2
Background and Nature of Operations - Sale of Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||
Jun. 30, 2020 | Feb. 29, 2020 | Feb. 28, 2020 | Dec. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued (in shares) | 50,400,000 | 27,600,000 | ||
Sale of stock, price per share (usd per share) | $ 22.50 | $ 20.25 | ||
Consideration received on transaction | $ 304,030 | |||
Clarivate | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued (in shares) | 14,000,000 | |||
Onex and Baring | Ordinary Shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Ownership by other party | 38.30% | 70.80% | ||
Selling Shareholders | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued (in shares) | 36,400,000 | |||
Onex | Ordinary Shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Ownership by other party | 18.40% | |||
Baring | Ordinary Shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Ownership by other party | 7.20% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Jan. 01, 2020USD ($) |
Cumulative Effect, Period Of Adoption, Adjustment | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Accounts receivable, allowance for credit loss | $ 9,319 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | Feb. 28, 2020USD ($) | May 13, 2019USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Mar. 31, 2020 | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) |
Business Acquisition [Line Items] | |||||||
Conversion ratio | 132.13667 | ||||||
Newly issued ordinary shares (in shares) | shares | 2,895,638 | ||||||
Percentage of ownership | 74.00% | ||||||
Goodwill, purchase accounting adjustments | $ 2,100,000 | ||||||
Expense reduction increase (decrease) | $ (1,261,000) | $ 1,261,000 | $ (26,187,000) | $ 26,626,000 | |||
Churchill Sponsor LLC | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of ownership | 26.00% | ||||||
Jersey | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase price | $ 3,052,500,000 | ||||||
Newly issued ordinary shares (in shares) | shares | 305,250,000 | ||||||
Newly issued shares value (in dollars per share) | $ / shares | $ 10 | ||||||
Warrants excluded from ownership calculation (in shares) | shares | 52,800,000 | ||||||
Compensatory options issued, excluded from ownership calculation (in shares) | shares | 24,806,793 | ||||||
Ordinary shares owned by sponsor, excluded from ownership calculation (in shares) | shares | 10,600,000 | ||||||
Jersey | Clarivate | |||||||
Business Acquisition [Line Items] | |||||||
Conversion ratio | 132.13667 | ||||||
Decision Resources Group | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase price | $ 964,997,000 | ||||||
Newly issued ordinary shares (in shares) | shares | 2,895,638 | ||||||
Value of Clarivate stock issued | $ 2,895,638,000 | ||||||
Percentage of ownership after transaction | 100.00% | ||||||
Purchase price, net of cash | $ 900,000,000 | ||||||
Adjusted closing cash paid on the closing | 6,100,000 | ||||||
Contingent consideration, liability | 58,897,000 | 64,660,000 | $ 64,660,000 | ||||
Increase in contingent stock consideration | 4,575,000 | 5,763,000 | |||||
Acquisition cost expensed | $ 5,702,000 | $ 25,465,000 | |||||
DRG Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, net of cash | $ 944,220,000 | ||||||
Company Owners | Jersey | |||||||
Business Acquisition [Line Items] | |||||||
Newly issued ordinary shares (in shares) | shares | 217,500,000 | ||||||
Value of Clarivate stock issued | $ 2,175,000,000 | ||||||
Churchill Public Shareholders | Jersey | |||||||
Business Acquisition [Line Items] | |||||||
Newly issued ordinary shares (in shares) | shares | 68,999,999 | ||||||
Value of Clarivate stock issued | $ 690,000,000 | ||||||
Churchill Sponsor LLC | Jersey | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase price | $ 187,500,000 | ||||||
Newly issued ordinary shares (in shares) | shares | 17,250,000 | ||||||
Certain Investors | Jersey | |||||||
Business Acquisition [Line Items] | |||||||
Newly issued ordinary shares (in shares) | shares | 1,500,000 |
Business Combinations - Sales a
Business Combinations - Sales and Net Earnings (Details) - Decision Resources Group Acquisition - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Revenues, net | $ 46,663 | $ 63,707 |
Net loss attributable to the Company's stockholders | (8,911) | (9,518) |
Deferred revenue haircut | $ 3,271 | $ 4,805 |
Business Combinations - Acquire
Business Combinations - Acquired Assets and Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,824,258 | $ 1,328,045 | |
DRG Acquisition | |||
Business Acquisition [Line Items] | |||
Accounts receivables | $ 52,193 | ||
Prepaid expenses | 4,295 | ||
Other current assets | 68,001 | ||
Computer hardware and other property | 4,302 | ||
Other intangible assets | 491,366 | ||
Other non-current assets | 2,960 | ||
Operating lease right-of-use assets | 25,099 | ||
Total assets | 648,216 | ||
Accounts payable | 3,474 | ||
Accrued expenses and other current liabilities | 35,812 | ||
Current portion of deferred revenue | 35,126 | ||
Current portion of operating lease liabilities | 5,188 | ||
Deferred income taxes | 47,467 | ||
Non-current portion of deferred revenue | 628 | ||
Other non-current liabilities | 52,908 | ||
Operating lease liabilities | 20,341 | ||
Total liabilities | 200,944 | ||
Fair value of acquired identifiable assets and liabilities | 447,272 | ||
Purchase price, net of cash | 944,220 | ||
Goodwill | 496,948 | ||
Cash and equivalents | 20,777 | ||
Database and Content | DRG Acquisition | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 3,966 |
Business Combinations - Intangi
Business Combinations - Intangible Assets (Details) - DRG Acquisition - USD ($) $ in Thousands | Feb. 28, 2020 | Jun. 30, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | $ 487,400 | |
Customer Relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | 381,000 | |
Remaining Weighted - Average Amortization Period (in years) | 17 years 7 months 6 days | |
Database and Content | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | 50,200 | |
Remaining Weighted - Average Amortization Period (in years) | 4 years 8 months 12 days | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | 5,200 | |
Remaining Weighted - Average Amortization Period (in years) | 4 years | |
Purchased Software | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | 23,000 | |
Remaining Weighted - Average Amortization Period (in years) | 6 years 4 months 24 days | |
Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value as of February 28, 2020 | $ 28,000 | |
Remaining Weighted - Average Amortization Period (in years) | 4 years |
Business Combinations - Proform
Business Combinations - Proforma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Combinations [Abstract] | ||||
Pro forma revenues, net | $ 276,771 | $ 286,137 | $ 542,112 | $ 553,937 |
Pro forma net income (loss) attributable to the Company's stockholders | $ 1,925 | $ (91,455) | $ (62,512) | $ (191,956) |
Divested Operations (Details)
Divested Operations (Details) - Brand Protection, AntiPiracy, and AntiFraud Solutions - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Purchase price | $ 3,751 | |
Impairment of finite lived assets | $ 18,431 | |
Impairment of intangible assets | 17,967 | |
Goodwill, impairment loss | $ 468 |
Accounts Receivable - Accounts
Accounts Receivable - Accounts Receivable Balance (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | |||||
Accounts receivable | $ 290,234 | $ 350,369 | |||
Less: Accounts receivable allowance | (11,074) | $ (15,072) | (16,511) | ||
Accounts receivable, net | $ 279,160 | $ 333,858 | $ 270,584 | $ 331,295 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 15,072 | $ 16,511 | ||
Write-offs | (4,896) | $ (2,321) | (15,939) | $ (2,321) |
Additional provisions | 787 | 787 | ||
Opening balance sheet adjustment related to ASU 2016 -13 adoption | 10,097 | |||
Exchange differences | 111 | (382) | ||
Ending balance | $ 11,074 | $ 11,074 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Receivables [Abstract] | ||||
Write-offs | $ (4,896) | $ (2,321) | $ (15,939) | $ (2,321) |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Leases [Abstract] | ||
Sublease income | $ (709) | $ (709) |
Noncash impairment related to leases | 4,771 | |
Decrease in operating lease right of use asset | $ 4,771 |
Computer Hardware and Other P_3
Computer Hardware and Other Property, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Total computer hardware and other property | $ 52,239 | $ 52,239 | $ 41,528 | ||
Accumulated depreciation | (27,915) | (27,915) | (23,486) | ||
Total computer hardware and other property, net | 24,324 | 24,324 | 18,042 | ||
Depreciation | 2,904 | $ 2,131 | 5,233 | $ 4,182 | |
Computer hardware | |||||
Property, Plant and Equipment [Line Items] | |||||
Total computer hardware and other property | 27,928 | 27,928 | 24,620 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total computer hardware and other property | 16,889 | 16,889 | 12,496 | ||
Furniture, fixtures and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total computer hardware and other property | $ 7,422 | $ 7,422 | $ 4,412 |
Other Intangible Assets, net _3
Other Intangible Assets, net and Goodwill - Other Intangible Assets, net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 2,855,468 | $ 2,323,087 |
Finite-lived intangible assets, Accumulated Amortization | (758,385) | (658,875) |
Total finite-lived intangible assets | 2,097,083 | 1,664,212 |
Intangible assets, Gross | 3,019,934 | 2,487,515 |
Total intangible assets | 2,261,549 | 1,828,640 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | 164,466 | 164,428 |
Customer relationships | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 657,935 | 280,493 |
Finite-lived intangible assets, Accumulated Amortization | (190,765) | (180,571) |
Total finite-lived intangible assets | 467,170 | 99,922 |
Databases and content | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 1,811,209 | 1,755,323 |
Finite-lived intangible assets, Accumulated Amortization | (399,675) | (342,385) |
Total finite-lived intangible assets | 1,411,534 | 1,412,938 |
Computer software | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 346,122 | 285,701 |
Finite-lived intangible assets, Accumulated Amortization | (164,996) | (135,919) |
Total finite-lived intangible assets | 181,126 | 149,782 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 6,770 | 1,570 |
Finite-lived intangible assets, Accumulated Amortization | (492) | 0 |
Total finite-lived intangible assets | 6,278 | $ 1,570 |
Backlog | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 33,432 | |
Finite-lived intangible assets, Accumulated Amortization | (2,457) | |
Total finite-lived intangible assets | $ 30,975 |
Other Intangible Assets, net _4
Other Intangible Assets, net and Goodwill - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization | $ (53,241) | $ (40,932) | $ (102,353) | $ (97,038) | |
Customer First Now | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset acquisition, consideration transferred | $ 6,446 | ||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 6,446 | ||||
Remaining Weighted - Average Amortization Period (in years) | 4 years 8 months 12 days | ||||
Databases | Customer First Now | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 5,446 | ||||
Remaining Weighted - Average Amortization Period (in years) | 5 years | ||||
Computer software | Customer First Now | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 1,000 | ||||
Remaining Weighted - Average Amortization Period (in years) | 3 years |
Other Intangible Assets, net _5
Other Intangible Assets, net and Goodwill - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $ 1,328,045 |
Acquisitions | 496,948 |
Changes due to foreign currency fluctuations | (735) |
Goodwill, ending balance | $ 1,824,258 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Thousands | Feb. 28, 2018 | Mar. 31, 2017 | Mar. 31, 2020 | May 31, 2019 | Apr. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Derivative Instruments | ||||||||
Gain (loss) on derivative, net | $ 0 | $ 979 | ||||||
Gain on derivative | $ 1,737 | |||||||
Derivative, fixed interest rate | 1.695% | 1.695% | 2.183% | |||||
Interest rate swap asset | ||||||||
Derivative Instruments | ||||||||
Interest payments | $ 50,000 | $ 300,000 | $ 100,000 | $ 50,000 | ||||
Noncurrent assets | Interest rate swap asset | ||||||||
Derivative Instruments | ||||||||
Fair value, gross asset | $ 2,778 | |||||||
Recurring | Interest rate swap asset | ||||||||
Derivative Instruments | ||||||||
Derivative liability | $ 8,182 | $ 8,182 | $ 2,778 | |||||
Level 2 | Recurring | Interest rate swap asset | ||||||||
Derivative Instruments | ||||||||
Derivative liability | $ 8,182 | $ 8,182 | ||||||
LIBOR | ||||||||
Derivative Instruments | ||||||||
Basis spread on variable | 1.00% | 1.00% | 0.00% |
Derivative Instruments - Change
Derivative Instruments - Changes in AOCI (net of tax) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of the period | $ 2,093,126 | $ 1,360,412 | $ 990,753 | $ 1,050,607 | $ 1,360,412 | $ 1,050,607 |
Comprehensive income | (2,280) | (8,470) | (3,861) | (3,770) | (10,750) | (7,631) |
Balance at end of the period | 2,382,589 | 2,093,126 | 1,356,654 | 990,753 | 2,382,589 | 1,356,654 |
Derivative gains (losses) recognized in other comprehensive income (loss) | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of the period | (5,668) | (2,778) | 1,698 | 3,644 | (2,778) | 3,644 |
Comprehensive income | (1,109) | (3,160) | (4,247) | (2,376) | ||
Balance at end of the period | (5,922) | (5,668) | (2,147) | 1,698 | $ (5,922) | $ (2,147) |
Derivative gains (losses) recognized in other comprehensive income (loss) | Amount reclassified out of other comprehensive income (loss) to net loss | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Comprehensive income | $ 855 | $ 270 | $ 402 | $ 430 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the earn-out, Level 3 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at the beginning of the period | $ 3,480 | $ 11,100 | $ 7,075 | $ 7,075 |
Balance at the end of the period | 3,480 | 7,075 | ||
Recurring | Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Payment of Earn-out liability | 0 | (8,000) | 0 | 0 |
Revaluations included in earnings | 130 | $ 380 | $ 0 | 469 |
Balance at the end of the period | $ 3,610 | $ 7,544 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities that were recognized at fair value on a recurring basis (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Liabilities | ||
Contingent stock liability | $ 64,660 | |
Total | 76,452 | $ 13,878 |
Earn-out | ||
Liabilities | ||
Earn out liability | 3,610 | 11,100 |
Level 2 | ||
Liabilities | ||
Contingent stock liability | 64,660 | |
Total | 72,842 | 2,778 |
Level 3 | ||
Liabilities | ||
Total | 3,610 | 11,100 |
Level 3 | Earn-out | ||
Liabilities | ||
Earn out liability | 3,610 | 11,100 |
Interest rate swap asset | ||
Liabilities | ||
Interest rate swap liability | 8,182 | $ 2,778 |
Interest rate swap asset | Level 2 | ||
Liabilities | ||
Interest rate swap liability | $ 8,182 |
Pension and Other Post-Retire_3
Pension and Other Post-Retirement Benefits - Benefit costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Retirement Benefits [Abstract] | ||||
Service costs | $ 226 | $ 220 | $ 444 | $ 441 |
Interest cost | 79 | 80 | 157 | 158 |
Expected return on plan assets | (40) | (40) | (79) | (80) |
Amortization of actuarial gains | 14 | (20) | (52) | (38) |
Net periodic benefit cost | $ 279 | $ 240 | $ 470 | $ 481 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 1,953,700 | $ 1,665,000 |
Deferred financing charges | (25,824) | (25,205) |
Term loan facility, discount | (2,062) | (2,184) |
Short-term debt, including current portion of long-term debt | (12,600) | (9,000) |
Long-term debt, net of current portion and deferred financing charges | $ 1,913,214 | $ 1,628,611 |
Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.50% | 4.50% |
Total debt outstanding | $ 700,000 | $ 700,000 |
Term loan facility | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.178% | 5.049% |
Total debt outstanding | $ 1,253,700 | $ 900,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest Rate | 0.00% | 5.049% |
Total debt outstanding | $ 0 | $ 65,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 1,953,700,000 | $ 1,665,000,000 | |
Term Loan - DRG Acquisition | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | 360,000,000 | ||
Bridge Facility - DRG Acquisition | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 950,000,000 | ||
Senior Unsecured Note | |||
Debt Instrument [Line Items] | |||
Collateralized amount | 9,646,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Repayments of lines of credit | $ 65,000,000 | ||
Commitment fee | 0.50% | ||
Collateralized amount | $ 4,937,000 | ||
Letter of credit | |||
Debt Instrument [Line Items] | |||
Collateralized amount | 37,000 | ||
Level 2 | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 1,915,906,000 | $ 1,692,750,000 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenues and Cost to Obtain a Contract (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of revenues | ||||
Total revenues, gross | $ 276,932 | $ 242,440 | $ 519,406 | $ 476,629 |
Deferred revenues adjustment | (3,432) | (131) | (5,314) | (295) |
Revenues | 273,500 | 242,309 | 514,092 | 476,334 |
Subscription revenues | ||||
Disaggregation of revenues | ||||
Total revenues, gross | 216,569 | 202,747 | 409,804 | 395,239 |
Transaction revenues | ||||
Disaggregation of revenues | ||||
Total revenues, gross | $ 60,363 | $ 39,693 | $ 109,602 | $ 81,390 |
Revenue - Contract Balances and
Revenue - Contract Balances and Transaction Price Allocated to the Remaining Performance Obligation (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Accounts Receivable | ||
Accounts Receivables - Opening | $ 333,858 | $ 331,295 |
Accounts Receivables - Closing | 279,160 | 270,584 |
(Increase)/decrease | 54,698 | 60,711 |
Current portion of deferred revenues | ||
Current portion of deferred revenues - Opening | 407,325 | 391,102 |
Current portion of deferred revenues - Closing | 424,187 | 404,753 |
(Increase)/decrease | (16,862) | (13,651) |
Non-current portion of deferred revenues | ||
Non-current portion of deferred revenues - Opening | 19,723 | 17,112 |
Non-current portion of deferred revenues - Closing | 19,116 | 22,236 |
(Increase)/decrease | 607 | $ (5,124) |
Revenue recognized | $ 181,146 |
Revenue - Transaction Price All
Revenue - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 63,653 |
Remaining performance obligation, percentage | 35.00% |
Expected to be recognized within the following year | 20.10% |
Expected to be recognized in 3 to 10 years | 14.90% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Percentage of remaining performance obligation | 65.00% |
Expected timing of satisfaction, period | 12 months |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Mar. 23, 2020$ / sharesshares | May 13, 2019 | Mar. 31, 2017 | Feb. 21, 2020$ / sharesshares | Jun. 30, 2020voting_right$ / sharesshares | Mar. 31, 2020 | Jun. 30, 2020voting_right$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | 5 years | 5 years | |||||
Capital stock issued (in shares) | 387,335,119 | 387,335,119 | 306,874,115 | |||||
Capital stock outstanding (in shares) | 387,335,119 | 387,335,119 | 306,874,115 | |||||
Capital stock, par value (in dollar per share) | $ / shares | $ 0 | $ 0 | $ 0 | |||||
Treasury shares (in shares) | 0 | 0 | 0 | |||||
Voting rights per share | voting_right | 1 | 1 | ||||||
Conversion ratio | 132.13667 | |||||||
Warrants outstanding (in shares) | 0 | 0 | ||||||
Shares issuable (in shares) | 2,895,638 | |||||||
Warrant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Capital stock issued (in shares) | 4,747,432 | |||||||
Number of shares called per warrant | 24,132,666 | |||||||
Conversion ratio | 0.4626 | 1 | ||||||
Warrant exercise price (usd per share) | $ / shares | $ 11.50 | |||||||
Redemption price per share (usd per share) | $ / shares | $ 0.01 | |||||||
Warrants redeemed (in shares) | 4,649 |
Employment and Compensation A_3
Employment and Compensation Arrangements (Details) - USD ($) | May 13, 2019 | Mar. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | 5 years | 5 years | ||
Incentive Award Plan 2019 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized grants (in shares) | 60,000,000 | ||||
Stock options not granted (in shares) | 40,876,101 | 40,876,101 | |||
Unrecognized compensation cost | $ 27,192,000 | $ 27,192,000 | |||
Recognition period of unrecognized compensation cost | 5 years 10 months 24 days | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual term | 1 year | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual term | 10 years | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercises in period (in shares) | 3,723,332 | 7,438,787 | |||
Tax benefit from the exercised options | $ 1,603,000 | $ (3,489,000) | |||
Restricted Stock Units (RSUs) | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Restricted Stock Units (RSUs) | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years |
Employment and Compensation A_4
Employment and Compensation Arrangements - Share-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 14 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |||||
Share-based compensation expense | $ 6,856 | $ 33,932 | $ 24,325 | $ 37,108 | $ 25,013 |
Tax benefit recognized | $ (2,791) | $ 85 | $ (2,793) | $ 163 |
Employment and Compensation A_5
Employment and Compensation Arrangements - Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | |
Number of Options | |||
Outstanding at beginning of year (in shares) | 20,880,225 | 20,880,225 | |
Forfeited (in shares) | (881,607) | ||
Exercised (in shares) | (3,723,332) | (7,438,787) | |
Outstanding at end of year (in shares) | 12,559,831 | 12,559,831 | |
Vested and exercisable (in shares) | 8,203,683 | 8,203,683 | |
Weighted Average Exercise Price per Share | |||
Outstanding at beginning of year (usd per share) | $ 12.18 | $ 12.18 | |
Forfeited (usd per share) | $ 12.13 | ||
Exercised (usd per share) | 9.94 | ||
Outstanding at end of year (usd per share) | 13.50 | 13.50 | |
Vested and exercisable (usd per share) | $ 13.86 | $ 13.86 | |
Weighted Average Remaining Contractual Life | |||
Outstanding at beginning of year | 6 years 6 months | 7 years 3 months 18 days | |
Outstanding at end of year | 6 years 6 months | 7 years 3 months 18 days | |
Vested and exercisable | 6 years | ||
Aggregate Intrinsic Value | |||
Outstanding at beginning of year | $ 105,119 | $ 105,119 | |
Outstanding at end of year | $ 112,436 | 112,436 | |
Vested and exercisable | $ 69,836 | $ 69,836 |
Employment and Compensation A_6
Employment and Compensation Arrangements - Restricted Stock Units (RSUs) and Performance Based Units (PSUs) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted (in shares) | 550,189 | |
Weighted Average Grant Date Fair Value per Share | ||
Granted (in USD per share) | $ 21.91 | |
Fair value of RSUs vested | $ 56 | $ 2,920 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 293,182 | |
Granted (in shares) | 1,382,557 | |
Vested (in shares) | (172,370) | |
Forfeited (in shares) | (11,890) | |
Ending balance (in shares) | 1,491,479 | 1,491,479 |
Weighted Average Grant Date Fair Value per Share | ||
Beginning balance (in USD per share) | $ 16.75 | |
Granted (in USD per share) | 20.22 | |
Vested (in USD per share) | 20.87 | |
Forfeited (in USD per share) | 19.97 | |
Ending balance (in USD per share) | $ 19.92 | $ 19.92 |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 0 | |
Ending balance (in shares) | 550,189 | 550,189 |
Weighted Average Grant Date Fair Value per Share | ||
Beginning balance (in USD per share) | $ 0 | |
Ending balance (in USD per share) | $ 21.91 | $ 21.91 |
Employment and Compensation A_7
Employment and Compensation Arrangements - 2019 Transaction Related Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | May 13, 2019 | Mar. 12, 2019 | Mar. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted-average risk-free interest rate | 2.20% | |||||||
Expected volatility rate | 20.00% | |||||||
Weighted-average expected dividend yield | 0.00% | |||||||
Share-based compensation expense | $ 6,856 | $ 33,932 | $ 24,325 | $ 37,108 | $ 25,013 | |||
Number of nonvested shares (in shares) | 5,309,713 | |||||||
Vesting period | 3 years | 5 years | 5 years | |||||
Awards vested limit, before second anniversary | 33.00% | 33.00% | 33.00% | |||||
Awards vested limit, before third anniversary | 66.00% | 66.00% | 66.00% | |||||
Merger shares expense | $ 48,102 | |||||||
Stock issuance cost for stock with time vesting conditions | 1,193 | |||||||
Cost related to founder shares | 4,411 | |||||||
Cost offset related to warrants | 6,297 | |||||||
Shares issued (in shares) | 1,500,000 | |||||||
Proceeds from issuance of ordinary shares | $ 843,766 | $ 0 | ||||||
Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Discount or lack of marketability | 3.00% | |||||||
Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Discount or lack of marketability | 7.00% | |||||||
Common Class B [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Proceeds from issuance of ordinary shares | $ 15,000 | |||||||
Vesting Price Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Cost offset from performance vesting shares | 13,101 | |||||||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Performance Shares | Vesting Price One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Cost offset from performance vesting shares | $ 9,396 | |||||||
Vesting price (usd per share) | $ 15.25 | |||||||
Performance Shares | Vesting Price Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting price (usd per share) | 17.50 | |||||||
Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share price (usd per share) | $ 15.25 | |||||||
Number of nonvested shares (in shares) | 2,654,856 | |||||||
Period after closing for sale price of share | 42 months | |||||||
Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share price (usd per share) | $ 17.50 | $ 17.50 | $ 17.50 | |||||
Number of nonvested shares (in shares) | 2,654,856 | 17,265,826 | 17,265,826 | |||||
Transaction Related Awards 2019 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuable shares (in shares) | 7,000,000 | |||||||
Share price (usd per share) | $ 20 | |||||||
Weighted-average risk-free interest rate | 1.33% | |||||||
Expected volatility rate | 20.00% | |||||||
Weighted-average expected dividend yield | 0.00% | |||||||
Share-based compensation expense | $ 0 | $ 13,720 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Benefit (provision) for income taxes | $ 5,385 | $ (3,712) | $ (9,368) | $ (3,952) |
Income (loss) before taxes | $ (6,876) | $ (74,049) | $ (66,124) | $ (133,069) |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020shares | Mar. 31, 2020 | Jun. 30, 2019shares | |
Earnings Per Share [Abstract] | |||
Antidilutive shares (in shares) | 35,797,137 | 85,052,934 | |
Conversion ratio | 132.13667 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Basic/Diluted EPS | ||||
Loss available to common stockholders | $ (1,491) | $ (77,761) | $ (75,492) | $ (137,021) |
Basic and diluted weighted-average number of common shares outstanding (in shares) | 375,877,260 | 264,762,720 | 359,503,556 | 241,275,061 |
Basic and diluted (usd per share) | $ 0 | $ (0.29) | $ (0.21) | $ (0.57) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Feb. 28, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies | |||
Shares issuable (in shares) | 2,895,638 | ||
Publons | |||
Commitments and Contingencies | |||
Additional payments to acquire business | $ 9,500 | ||
Total purchase price | 0 | ||
TrademarkVision | |||
Commitments and Contingencies | |||
Total purchase price | 8,000 | ||
Contingent stock liability | 0 | $ 8,000 | |
Decision Resources Group | |||
Commitments and Contingencies | |||
Additional payments to acquire business | $ 58,897 | 64,660 | |
Total purchase price | $ 964,997 | ||
Contingent stock liability | $ 5,763 | ||
Shares issuable (in shares) | 2,895,638 | ||
Accrued expenses and other current liabilities | Publons | |||
Commitments and Contingencies | |||
Contingent stock liability | $ 3,610 | $ 3,100 |
Related Party and Former Pare_2
Related Party and Former Parent Transactions - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Related Party and Former Parent Transactions | |||||
Consulting fee in operating expenses | $ 0 | $ 158,000 | $ 0 | $ 389,000 | |
Onex Partners Advisor LP | |||||
Related Party and Former Parent Transactions | |||||
Consulting fee in operating expenses | $ 0 | 112,000 | $ 0 | 327,000 | |
Interest per annum | 0.10% | 0.10% | |||
Outstanding liability | $ 70,000 | $ 70,000 | $ 3,000 | ||
Management fee | 5,400,000 | ||||
Baring | |||||
Related Party and Former Parent Transactions | |||||
Consulting fee in operating expenses | 0 | 79,000 | 0 | 79,000 | |
Outstanding liability | 0 | 0 | 0 | ||
Management fee | 2,100,000 | ||||
Controlled Affiliate Of Baring | |||||
Related Party and Former Parent Transactions | |||||
Outstanding liability | 125,000 | 125,000 | 160,000 | ||
Payments to related party for supplies | 227,000 | 78,000 | 245,000 | 318,000 | |
Chief Executive Officer [Member] | |||||
Related Party and Former Parent Transactions | |||||
Outstanding liability | 0 | 0 | $ 10,000 | ||
Payments to related party for supplies | 0 | ||||
Member of key management | |||||
Related Party and Former Parent Transactions | |||||
Amounts of transaction | $ 0 | $ 200,000 | $ 0 | $ 278,000 |
Restructuring - Rollforward (De
Restructuring - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Restructuring Reserve [Roll Forward] | ||||
Expenses recorded | $ 4,771 | $ 0 | ||
Operation Simplification and Optimization Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 10,613 | $ 9,506 | 9,506 | |
Expenses recorded | 7,614 | 7,754 | ||
Payments made | (4,496) | (6,647) | ||
Ending balance | 13,731 | 10,613 | 13,731 | |
DRG Acquisition Integration Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | 0 | ||
Expenses recorded | 3,324 | 3,324 | ||
Payments made | (1,252) | |||
Ending balance | 2,072 | 2,072 | ||
Severance and Related Benefit Costs | Operation Simplification and Optimization Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 9,433 | 9,506 | 9,506 | |
Expenses recorded | 4,865 | 6,574 | ||
Payments made | (4,297) | (6,647) | ||
Ending balance | 10,001 | 9,433 | 10,001 | |
Severance and Related Benefit Costs | DRG Acquisition Integration Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | 0 | ||
Expenses recorded | 3,312 | 3,312 | ||
Payments made | (1,252) | |||
Ending balance | 2,060 | 2,060 | ||
Exit and Disposal Costs | Operation Simplification and Optimization Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 1,180 | 0 | 0 | |
Expenses recorded | 2,749 | 1,180 | ||
Payments made | (199) | 0 | ||
Ending balance | 3,730 | 1,180 | 3,730 | |
Exit and Disposal Costs | DRG Acquisition Integration Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 0 | 0 | ||
Expenses recorded | 12 | 12 | ||
Payments made | 0 | |||
Ending balance | $ 12 | $ 12 |
Restructuring - Cost (Details)
Restructuring - Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Lease impairment loss | $ 4,771 | |||
Loss on termination of lease | 137 | |||
Operation Simplification and Optimization Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 12,522 | $ 0 | 20,276 | $ 0 |
Severance and Related Benefit Costs | Operation Simplification and Optimization Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 4,865 | 0 | 11,438 | 0 |
Exit and Disposal Costs | Operation Simplification and Optimization Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 2,749 | 0 | 3,930 | 0 |
Lease Exist Cost Including Impairment | Operation Simplification and Optimization Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 4,908 | $ 0 | $ 4,908 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Jul. 29, 2020USD ($)shares |
Subsequent Event [Line Items] | |
Repayments of Assumed Debt | $ 400,000 |
Repayments of Assumed Liability With New Debt | $ 1,500,000 |
Redtop | |
Subsequent Event [Line Items] | |
Shares to be issued (in shares) | shares | 218,306,663 |
Ownership percentage | 35.00% |
Bridge Facility | |
Subsequent Event [Line Items] | |
Borrowing capacity | $ 1,500,000 |
Uncategorized Items - ccc-20200
Label | Element | Value |
Restricted Cash | us-gaap_RestrictedCash | $ 2,010,000 |
Restricted Cash | us-gaap_RestrictedCash | $ 9,000 |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Conversion of Units | us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits | 215,880,202 |