Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38911 | |
Entity Registrant Name | CLARIVATE PLC | |
Entity Incorporation, State or Country Code | Y9 | |
Entity Address, Address Line One | 70 St. Mary Axe | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | EC3A 8BE | |
Entity Address, Country | GB | |
Country Region | 44 | |
City Area Code | 207 | |
Local Phone Number | 4334000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 674,188,796 | |
Document Information [Line Items] | ||
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Entity Tax Identification Number | 00-0000000 | |
Entity Central Index Key | 0001764046 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Ordinary Shares | ||
Cover [Abstract] | ||
Title of 12(b) Security | Ordinary Shares, no par value | |
Trading Symbol | CLVT | |
Security Exchange Name | NYSE | |
Document Information [Line Items] | ||
Trading Symbol | CLVT | |
Title of 12(b) Security | Ordinary Shares, no par value | |
Security Exchange Name | NYSE | |
Preferred Shares | ||
Cover [Abstract] | ||
Title of 12(b) Security | 5.25% Series A Mandatory Convertible Preferred Shares, no par value | |
Trading Symbol | CLVT PR A | |
Security Exchange Name | NYSE | |
Document Information [Line Items] | ||
Trading Symbol | CLVT PR A | |
Title of 12(b) Security | 5.25% Series A Mandatory Convertible Preferred Shares, no par value | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 446 | $ 430.9 |
Restricted cash | 8.6 | 156.7 |
Accounts receivable, net | 748.6 | 906.4 |
Prepaid expenses | 98.8 | 76.6 |
Other current assets | 71.5 | 66.6 |
Assets held for sale | 78.3 | 0 |
Total current assets | 1,451.8 | 1,637.2 |
Property and equipment, net | 56.9 | 83.8 |
Other intangible assets, net | 9,248.9 | 10,392.4 |
Goodwill | 2,804.4 | 7,904.9 |
Other non-current assets | 100.5 | 50.8 |
Deferred income taxes | 23.7 | 27.9 |
Operating lease right-of-use assets | 62.4 | 86 |
Total Assets | 13,748.6 | 20,183 |
Current liabilities: | ||
Accounts payable | 105.9 | 129.2 |
Employee related accruals | 107.5 | 150.6 |
Accrued expenses and other current liabilities | 416.7 | 529 |
Current portion of deferred revenues | 857.8 | 1,030.4 |
Current portion of operating lease liability | 28.9 | 32.2 |
Long-term Debt and Lease Obligation, Current | 57.4 | 30.6 |
Liabilities held for sale | 58.3 | 0 |
Total current liabilities | 1,632.5 | 1,902 |
Long-term debt | 5,417.1 | 5,456.3 |
Warrant liabilities | 25.1 | 227.8 |
Non-current portion of deferred revenues | 37.7 | 54.2 |
Other non-current liabilities | 136.1 | 142.7 |
Deferred income taxes | 350.5 | 380.1 |
Operating lease liabilities | 75 | 94 |
Total liabilities | 7,674 | 8,257.1 |
Commitments and contingencies (Note 19) | ||
Shareholders’ equity: | ||
Preferred Shares, no par value; 14,375,000 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14,375,000 shares issued and outstanding as of both September 30, 2022 and December 31, 2021 | 1,392.6 | 1,392.6 |
Ordinary Shares, no par value; unlimited shares authorized at September 30, 2022 and December 31, 2021; 674,166,494 and 683,139,210 shares issued, and 673,801,480 and 683,139,210 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 11,718.4 | 11,827.9 |
Treasury shares, at cost; 365,014 and 547,136 shares as of September 30, 2022 and December 31, 2021, respectively | (11.3) | (16.9) |
Accumulated other comprehensive (loss) income | (1,069.7) | 326.7 |
Accumulated deficit | (5,955.4) | (1,604.4) |
Total shareholders’ equity | 6,074.6 | 11,925.9 |
Total Liabilities and Shareholders’ Equity | $ 13,748.6 | $ 20,183 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | ||
Preferred stock, dividend rate, percentage | 5.25% | |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, authorized (in shares) | 14,375,000 | 14,375,000 |
Preferred stock, issued (in shares) | 14,375,000 | 14,375,000 |
Preferred stock, outstanding (in shares) | 14,375,000 | 14,375,000 |
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 |
Ordinary shares, issued (in shares) | 674,166,494 | 683,139,210 |
Ordinary shares, outstanding (in shares) | 673,801,480 | 683,139,210 |
Treasury shares (in shares) | 365,014 | 547,136 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 635.7 | $ 442.1 | $ 1,984.5 | $ 1,316.2 |
Operating expenses: | ||||
Cost of revenues | 223.7 | 140.7 | 717 | 438.3 |
Selling, general and administrative costs | 169.5 | 144.8 | 549.3 | 458.8 |
Depreciation and amortization | 169.7 | 130.7 | 521.7 | 392.6 |
Restructuring and impairment | 26 | 7.1 | 56.9 | 125.7 |
Goodwill impairment | 4,448.6 | 4,448.6 | ||
Other operating (income) expense, net | (26.6) | 4.4 | (64.9) | 19.7 |
Total operating expenses | 5,010.9 | 427.7 | 6,228.6 | 1,435.1 |
Income (loss) from operations | (4,375.2) | 14.4 | (4,244.1) | (118.9) |
Mark to market (gain) loss on financial instruments | (53.3) | (83) | (202.7) | (113.2) |
Interest expense and amortization of debt discount, net | 71.5 | 65.3 | 193.3 | 141.2 |
Income (loss) before income taxes | (4,393.4) | 32.1 | (4,234.7) | (146.9) |
Provision for income taxes | 22.1 | 3.7 | 48.9 | 12.2 |
Net income (loss) | (4,415.5) | 28.4 | (4,283.6) | (159.1) |
Dividends on preferred shares | 18.9 | 22.4 | 56.3 | 22.4 |
Net income (loss) attributable to ordinary shares | $ (4,434.4) | $ 6 | $ (4,339.9) | $ (181.5) |
Per share: | ||||
Basic (usd per share) | $ (6.58) | $ 0.01 | $ (6.41) | $ (0.29) |
Diluted (usd per share) | $ (6.64) | $ (0.12) | $ (6.66) | $ (0.47) |
Weighted average shares used to compute earnings per share: | ||||
Basic (in shares) | 673,553,256 | 634,508,967 | 676,732,992 | 616,135,071 |
Diluted (in shares) | 675,179,693 | 643,902,777 | 680,617,434 | 626,180,258 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (4,415.5) | $ 28.4 | $ (4,283.6) | $ (159.1) |
Other comprehensive income (loss), net of tax: | ||||
Interest rate swaps | 34.9 | 0.4 | 50.6 | 1.9 |
Defined benefit pension plans | 0 | 0 | 0.1 | 0 |
Foreign currency translation adjustment | (585.4) | (241.5) | (1,447.1) | (176.3) |
Total other comprehensive (loss) income, net of tax | (550.5) | (241.1) | (1,396.4) | (174.4) |
Comprehensive loss | $ (4,966) | $ (212.7) | $ (5,680) | $ (333.5) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions | Total | Affiliated Entity | Ordinary Shares | Ordinary Shares Affiliated Entity | Preferred Stock | Treasury Stock | Treasury Stock Affiliated Entity | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 606,300,000 | ||||||||
Balance at beginning of the period at Dec. 31, 2020 | $ 9,034.8 | $ 9,989.2 | $ 492.4 | $ (1,250.8) | |||||
Balance at beginning of the period (in shares) at Dec. 31, 2020 | 6,300,000 | ||||||||
Balance at beginning of the period at Dec. 31, 2020 | $ (196) | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Exercise of Private Placement Warrants (in shares) | 200,000 | ||||||||
Exercise of Private Placement Warrants | 3.6 | $ 3.6 | |||||||
Exercise of stock options (in shares) | 800,000 | ||||||||
Exercise of stock options | 5.1 | $ 5.1 | |||||||
Shares returned to the Company for net share settlements (in shares) | (400,000) | ||||||||
Shares returned to the Company for net share settlements | (4.5) | $ (4.5) | |||||||
Issuance of shares, net (in shares) | 4,400,000 | ||||||||
Issuance of shares, net | 105.5 | $ 105.5 | |||||||
Share-based award activity | 10.5 | $ 10.5 | |||||||
Net income (loss) | (56) | (56) | |||||||
Other comprehensive income (loss) | 19.6 | 19.6 | 0 | ||||||
Balance at end of period (in shares) at Mar. 31, 2021 | 611,300,000 | ||||||||
Balance at end of the period at Mar. 31, 2021 | 9,118.6 | $ 10,109.4 | 512 | (1,306.8) | |||||
Balance at end of the period (in shares) at Mar. 31, 2021 | 6,300,000 | ||||||||
Balance at end of the period at Mar. 31, 2021 | $ (196) | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 606,300,000 | ||||||||
Balance at beginning of the period at Dec. 31, 2020 | 9,034.8 | $ 9,989.2 | 492.4 | (1,250.8) | |||||
Balance at beginning of the period (in shares) at Dec. 31, 2020 | 6,300,000 | ||||||||
Balance at beginning of the period at Dec. 31, 2020 | $ (196) | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Issuance of shares, net | $ 5,052.2 | ||||||||
Retirement of treasury shares | (5,117.4) | ||||||||
Net income (loss) | (159.1) | ||||||||
Other comprehensive income (loss) | (174.4) | ||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 639,700,000 | ||||||||
Balance at end of the period (in shares) at Sep. 30, 2021 | 14,400,000 | ||||||||
Balance at end of the period at Sep. 30, 2021 | 10,892.5 | $ 10,810.1 | $ 1,392.7 | 318 | (1,432.3) | ||||
Balance at end of the period (in shares) at Sep. 30, 2021 | 6,300,000 | ||||||||
Balance at end of the period at Sep. 30, 2021 | $ (196) | ||||||||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 611,300,000 | ||||||||
Balance at beginning of the period at Mar. 31, 2021 | 9,118.6 | $ 10,109.4 | 512 | (1,306.8) | |||||
Balance at beginning of the period (in shares) at Mar. 31, 2021 | 6,300,000 | ||||||||
Balance at beginning of the period at Mar. 31, 2021 | $ (196) | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Exercise of stock options (in shares) | 1,600,000 | ||||||||
Exercise of stock options | 9.7 | $ 9.7 | |||||||
Vesting of Restricted Stock Units | 500,000 | ||||||||
Shares returned to the Company for net share settlements (in shares) | (800,000) | ||||||||
Shares returned to the Company for net share settlements | (17.2) | $ (17.2) | |||||||
Issuance of shares, net (in shares) | 206,000,000 | 14,400,000 | |||||||
Issuance of shares, net | 5,780.9 | $ 5,780.9 | $ 1,393.2 | ||||||
Share-based award activity | 12.9 | $ 12.9 | |||||||
Repurchase of ordinary shares (in shares) | (177,200,000) | ||||||||
Repurchase of ordinary shares | (5,052.2) | $ (5,052.2) | |||||||
Stock repurchased and retired (in shares) | 177,200,000 | ||||||||
Retirement of treasury shares | $ 5,052.2 | ||||||||
Retirement of treasury shares (in shares) | (177,200,000) | ||||||||
Retirement of treasury shares | 0 | $ (5,052.2) | |||||||
Net income (loss) | (131.5) | (131.5) | |||||||
Other comprehensive income (loss) | 47.1 | 47.1 | 0 | ||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 641,400,000 | ||||||||
Balance at end of the period (in shares) at Jun. 30, 2021 | 14,400,000 | ||||||||
Balance at end of the period at Jun. 30, 2021 | 11,161.5 | $ 10,843.5 | $ 1,393.2 | 559.1 | (1,438.3) | ||||
Balance at end of the period (in shares) at Jun. 30, 2021 | 6,300,000 | ||||||||
Balance at end of the period at Jun. 30, 2021 | $ (196) | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Exercise of stock options (in shares) | 300,000 | ||||||||
Exercise of stock options | 2.5 | $ 2.5 | |||||||
Vesting of Restricted Stock Units | 100,000 | ||||||||
Shares returned to the Company for net share settlements (in shares) | (200,000) | ||||||||
Shares returned to the Company for net share settlements | 0.3 | $ 0.3 | |||||||
Issuance of shares, net | (0.7) | (0.7) | $ (0.5) | ||||||
Share-based award activity | 13.6 | $ 13.6 | |||||||
Repurchase of ordinary shares (in shares) | (2,600,000) | ||||||||
Repurchase of ordinary shares | (65.2) | $ (65.2) | |||||||
Stock repurchased and retired (in shares) | 2,600,000 | ||||||||
Retirement of treasury shares | $ 65.2 | ||||||||
Retirement of treasury shares (in shares) | (2,600,000) | ||||||||
Retirement of treasury shares | 0 | $ (65.2) | |||||||
Dividends to preferred shareholders (in shares) | 700,000 | ||||||||
Dividends to preferred shareholders | (6.3) | $ 16.1 | (22.4) | ||||||
Net income (loss) | 28.4 | 28.4 | |||||||
Other comprehensive income (loss) | (241.1) | (241.1) | 0 | ||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 639,700,000 | ||||||||
Balance at end of the period (in shares) at Sep. 30, 2021 | 14,400,000 | ||||||||
Balance at end of the period at Sep. 30, 2021 | $ 10,892.5 | $ 10,810.1 | $ 1,392.7 | 318 | (1,432.3) | ||||
Balance at end of the period (in shares) at Sep. 30, 2021 | 6,300,000 | ||||||||
Balance at end of the period at Sep. 30, 2021 | $ (196) | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 683,139,210 | 683,100,000 | |||||||
Balance at beginning of the period at Dec. 31, 2021 | $ 11,925.9 | $ 11,827.9 | $ 1,392.6 | 326.7 | (1,604.4) | ||||
Balance at beginning of the period (in shares) at Dec. 31, 2021 | 14,375,000 | 14,400,000 | |||||||
Balance at beginning of the period (in shares) at Dec. 31, 2021 | 547,136 | 500,000 | |||||||
Balance at beginning of the period at Dec. 31, 2021 | $ (16.9) | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Stockholders' Equity, Other Shares | (500,000) | ||||||||
Exercise of stock options (in shares) | 200,000 | ||||||||
Exercise of stock options | $ 0.4 | $ 0.4 | |||||||
Vesting of restricted stock units (in shares) | 700,000 | ||||||||
Shares returned to the Company for net share settlements (in shares) | (400,000) | ||||||||
Shares returned to the Company for net share settlements | (5.4) | $ (5.4) | |||||||
Share-based award activity | 26.9 | $ 26.9 | |||||||
Repurchase of ordinary shares (in shares) | (4,100,000) | (4,100,000) | |||||||
Repurchase of ordinary shares | $ (66.4) | $ (66.4) | |||||||
Retirement of treasury shares (in shares) | 0 | (2,100,000) | |||||||
Retirement of treasury shares | $ (34.8) | $ 33.3 | 1.5 | ||||||
Sale of treasury shares (in shares) | 41,700 | 0 | 0 | ||||||
Issuance of treasury shares, net | $ 0.6 | $ 1.3 | (0.7) | ||||||
Dividends to preferred shareholders (in shares) | 0 | ||||||||
Dividends to preferred shareholders | (18.7) | $ 0 | (18.7) | ||||||
Net income (loss) | 69.5 | 69.5 | |||||||
Other comprehensive income (loss) | (223.2) | (223.2) | |||||||
Balance at end of period (in shares) at Mar. 31, 2022 | 679,000,000 | ||||||||
Balance at end of the period at Mar. 31, 2022 | $ 11,709.6 | $ 11,815 | $ 1,392.6 | 103.5 | (1,552.8) | ||||
Balance at end of the period (in shares) at Mar. 31, 2022 | 14,400,000 | ||||||||
Balance at end of the period (in shares) at Mar. 31, 2022 | 2,500,000 | ||||||||
Balance at end of the period at Mar. 31, 2022 | $ (48.7) | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 683,139,210 | 683,100,000 | |||||||
Balance at beginning of the period at Dec. 31, 2021 | $ 11,925.9 | $ 11,827.9 | $ 1,392.6 | 326.7 | (1,604.4) | ||||
Balance at beginning of the period (in shares) at Dec. 31, 2021 | 14,375,000 | 14,400,000 | |||||||
Balance at beginning of the period (in shares) at Dec. 31, 2021 | 547,136 | 500,000 | |||||||
Balance at beginning of the period at Dec. 31, 2021 | $ (16.9) | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Issuance of shares, net | $ 0 | ||||||||
Repurchase of ordinary shares (in shares) | (10,700,000) | ||||||||
Repurchase of ordinary shares | $ (175) | ||||||||
Retirement of treasury shares (in shares) | (10,700,000) | ||||||||
Retirement of treasury shares | $ (175) | (7.7) | |||||||
Net income (loss) | (4,283.6) | ||||||||
Other comprehensive income (loss) | $ (1,396.4) | ||||||||
Balance at end of period (in shares) at Sep. 30, 2022 | 673,801,480 | 673,800,000 | |||||||
Balance at end of the period at Sep. 30, 2022 | $ 6,074.6 | $ 11,718.4 | $ 1,392.6 | (1,069.7) | (5,955.4) | ||||
Balance at end of the period (in shares) at Sep. 30, 2022 | 14,375,000 | 14,400,000 | |||||||
Balance at end of the period (in shares) at Sep. 30, 2022 | 365,014 | 400,000 | |||||||
Balance at end of the period at Sep. 30, 2022 | $ (11.3) | ||||||||
Balance at beginning of period (in shares) at Mar. 31, 2022 | 679,000,000 | ||||||||
Balance at beginning of the period at Mar. 31, 2022 | $ 11,709.6 | $ 11,815 | $ 1,392.6 | 103.5 | (1,552.8) | ||||
Balance at beginning of the period (in shares) at Mar. 31, 2022 | 14,400,000 | ||||||||
Balance at beginning of the period (in shares) at Mar. 31, 2022 | 2,500,000 | ||||||||
Balance at beginning of the period at Mar. 31, 2022 | $ (48.7) | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Exercise of stock options (in shares) | 0 | ||||||||
Exercise of stock options | 0.1 | $ 0.1 | |||||||
Vesting of restricted stock units (in shares) | 1,300,000 | ||||||||
Shares returned to the Company for net share settlements (in shares) | (400,000) | ||||||||
Shares returned to the Company for net share settlements | (5.3) | $ (5.3) | |||||||
Share-based award activity | 23.6 | $ 23.6 | |||||||
Repurchase of ordinary shares (in shares) | (6,600,000) | (6,600,000) | |||||||
Repurchase of ordinary shares | (108.6) | $ (108.6) | |||||||
Retirement of treasury shares (in shares) | 0 | (8,600,000) | |||||||
Retirement of treasury shares | $ (132.5) | $ 141.7 | (9.2) | ||||||
Sale of treasury shares (in shares) | 0 | 0 | |||||||
Issuance of treasury shares, net | 0.3 | $ 0 | 0.3 | ||||||
Dividends to preferred shareholders (in shares) | 0 | ||||||||
Dividends to preferred shareholders | (18.7) | $ 0 | (18.7) | ||||||
Net income (loss) | 62.4 | 62.4 | |||||||
Other comprehensive income (loss) | (622.7) | (622.7) | |||||||
Balance at end of period (in shares) at Jun. 30, 2022 | 673,300,000 | ||||||||
Balance at end of the period at Jun. 30, 2022 | 11,040.7 | $ 11,700.9 | $ 1,392.6 | (519.2) | (1,518) | ||||
Balance at end of the period (in shares) at Jun. 30, 2022 | 14,400,000 | ||||||||
Balance at end of the period (in shares) at Jun. 30, 2022 | 500,000 | ||||||||
Balance at end of the period at Jun. 30, 2022 | $ (15.6) | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Exercise of stock options (in shares) | 100,000 | ||||||||
Exercise of stock options | 0.3 | $ 0.3 | |||||||
Vesting of restricted stock units (in shares) | 500,000 | ||||||||
Shares returned to the Company for net share settlements (in shares) | (200,000) | ||||||||
Shares returned to the Company for net share settlements | (3.1) | $ (3.1) | |||||||
Share-based award activity | $ 20.3 | $ 20.3 | |||||||
Sale of treasury shares (in shares) | 140,400 | 100,000 | (100,000) | ||||||
Issuance of treasury shares, net | $ 1.3 | $ 4.3 | (3) | ||||||
Dividends to preferred shareholders (in shares) | 0 | ||||||||
Dividends to preferred shareholders | (18.9) | $ 0 | (18.9) | ||||||
Net income (loss) | (4,415.5) | (4,415.5) | |||||||
Other comprehensive income (loss) | $ (550.5) | (550.5) | |||||||
Balance at end of period (in shares) at Sep. 30, 2022 | 673,801,480 | 673,800,000 | |||||||
Balance at end of the period at Sep. 30, 2022 | $ 6,074.6 | $ 11,718.4 | $ 1,392.6 | $ (1,069.7) | $ (5,955.4) | ||||
Balance at end of the period (in shares) at Sep. 30, 2022 | 14,375,000 | 14,400,000 | |||||||
Balance at end of the period (in shares) at Sep. 30, 2022 | 365,014 | 400,000 | |||||||
Balance at end of the period at Sep. 30, 2022 | $ (11.3) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||||||
Net income (loss) | $ (4,415.5) | $ 28.4 | $ (4,283.6) | $ (159.1) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation and amortization | 169.7 | 130.7 | 521.7 | 392.6 | ||
Deferred income taxes | (3.3) | (11.1) | ||||
Share-based compensation | 66.5 | 3.1 | ||||
Restructuring and impairment, including Goodwill | 4,469.9 | 51 | ||||
Loss (gain) on foreign currency forward contracts | 9.4 | 4 | ||||
Mark to market adjustment on contingent shares | 0 | (25.1) | ||||
Mark to market gain on financial instruments | (53.3) | (83) | (202.7) | (113.2) | ||
Amortization of debt issuance costs | 11.4 | 9.1 | ||||
Other operating activities | (58.3) | 10.4 | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | 76.9 | 114 | ||||
Prepaid expenses | (29.4) | (0.9) | ||||
Other assets | (57.5) | 60.7 | ||||
Accounts payable | (15.8) | 13.6 | ||||
Accrued expenses and other current liabilities | (54) | 90.4 | ||||
Deferred revenues | (68.2) | (116.3) | ||||
Operating lease right of use assets | 10.1 | 16.8 | ||||
Operating lease liabilities | (15.3) | (37.4) | ||||
Other liabilities | (5.4) | 2.9 | ||||
Net cash provided by operating activities | 372.4 | 305.5 | ||||
Cash Flows From Investing Activities | ||||||
Capital expenditures | (156.5) | (86.2) | ||||
Acquisitions, net of cash acquired | (9.3) | (14.3) | ||||
Acquisition of cost method investment | (5) | 0 | ||||
Net cash used in investing activities | (170.8) | (100.5) | ||||
Cash Flows From Financing Activities | ||||||
Proceeds from issuance of debt | 0 | 2,000 | ||||
Redemption of Notes not exchanged | 0 | (157.4) | ||||
Principal payments on term loan | (21.5) | (21.5) | ||||
Payment of debt issuance costs and discounts | (2.1) | (7.5) | ||||
Proceeds from issuance of preferred shares | 0 | 1,392.7 | ||||
Proceeds from issuance of ordinary shares | 0 | 728.1 | ||||
Proceeds from issuance of treasury shares | 2.2 | 0 | ||||
Repurchases of ordinary shares | (175) | (65.2) | ||||
Cash dividends on preferred shares | (56.6) | 0 | ||||
Proceeds from stock options exercised | 0.8 | 17.3 | ||||
Payments related to finance lease | (1.5) | 0 | ||||
Payments related to tax withholding for stock-based compensation | (13.8) | (21.5) | ||||
Net cash (used in) provided by financing activities | (267.5) | 3,865 | ||||
Effects of exchange rates | (64.5) | (4.9) | ||||
Net (decrease) increase in cash and cash equivalents(1) | 17.7 | 2,222.2 | ||||
Net (decrease) increase in restricted cash | (148.1) | 1,842.9 | ||||
Net (decrease) increase in cash and cash equivalents, and restricted cash | (130.4) | 4,065.1 | ||||
Cash: | ||||||
Restricted cash, beginning of period | 156.7 | 14.7 | $ 14.7 | |||
Cash and cash equivalents, end of period | 448.6 | 2,479.9 | 448.6 | 2,479.9 | ||
Restricted cash, end of period | 8.6 | 1,857.6 | 8.6 | 1,857.6 | $ 156.7 | |
Total cash and cash equivalents, and restricted cash, end of period | 457.2 | 4,337.5 | 457.2 | 4,337.5 | ||
Supplemental Cash Flow Information [Abstract] | ||||||
Cash paid for interest | 152.2 | 97.4 | ||||
Cash paid for income tax | 44.2 | 22.4 | ||||
Capital expenditures included in accounts payable | 4.8 | 6.6 | ||||
Non-Cash Financing Activities: | ||||||
Shares issued to Capri Acquisition Topco Limited | (0.7) | |||||
Retirement of treasury shares | 0 | $ (175) | (5,117.4) | |||
Preferred stock, dividend rate, percentage | 5.25% | |||||
Shares issued as dividends on our 5.25% Series A Mandatory Convertible Preferred Shares | $ 0 | 16.1 | ||||
Issuance of treasury shares, net | 1.3 | |||||
Total Non-Cash Financing Activities | (164.5) | 62.7 | ||||
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | 448.6 | 2,479.9 | 448.6 | 2,479.9 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations | 457.2 | 4,337.5 | 457.2 | 4,337.5 | ||
Cash and cash equivalents | 446 | $ 446 | $ 430.9 | $ 257.7 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 587.6 | $ 272.4 | ||||
Treasury Stock | ||||||
Non-Cash Financing Activities: | ||||||
Issuance of treasury shares, net | 4.3 | |||||
Preferred Shares | ||||||
Non-Cash Financing Activities: | ||||||
Preferred stock, dividend rate, percentage | 5.25% | |||||
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares | $ 6.2 | 6.3 | $ 6.2 | 6.3 | ||
DRG | ||||||
Non-Cash Financing Activities: | ||||||
Value of stock issued | 0 | 61.6 | ||||
CPA Global | ||||||
Non-Cash Financing Activities: | ||||||
Value of stock issued | 0 | 43.9 | ||||
Affiliated Entity | ||||||
Non-Cash Financing Activities: | ||||||
Shares issued to Capri Acquisition Topco Limited | $ 0 | $ 5,052.2 | ||||
Affiliated Entity | Treasury Stock | ||||||
Non-Cash Financing Activities: | ||||||
Retirement of treasury shares | $ (65.2) |
Background and Nature of Operat
Background and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Nature of Operations | Background and Nature of Operations Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company organized under the laws of Jersey, Channel Islands, pursuant to the definitive agreement entered into on May 13, 2019 to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation ("Churchill") (the “2019 Transaction”). The Company is a global leader in providing solutions to accelerate the pace of innovation. Our bold mission is to help our customers solve some of the world’s most complex problems by providing actionable information and insights that reduce the time from new ideas to life-changing inventions in the areas of Academia & Government, Life Sciences & Healthcare, Professional Services and Consumer Goods, Manufacturing & Technology. During the third quarter of 2022, the Company realigned its segment structure based on the products we offer and the markets they serve. Our three reportable segments are as follows: Academia & Government ("A&G"), Life Sciences and Healthcare ("LS&H"), and Intellectual Property ("IP"). See Note 8 - Other Intangible Assets, net and Goodwill and Note 18 - Segment Information for additional information with respect to the Company's reportable segment structure. Risks and Uncertainties In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and issues relating to the resurgence of COVID-19 and/or new strains of COVID-19 along with continuously evolving responses to combat it have had an increasingly negative impact on the global economy. This has had, and may continue to have, an adverse impact to our operational and financial performance as well as the businesses of our customers and partners, including their spending priorities. It is difficult to predict the full extent of the potential effects and impact on our operations, business, and financial performance, however, we continue to conduct business with modifications and precautionary measures to our daily operations. Modifications include less employee travel as well as a virtual shift related to work location, and sales and marketing events. Given the uncertainty around the severity and duration of the COVID-19 pandemic, the Company cannot reasonably estimate the full impact on our business, financial condition and results of operations at this time, which may be material. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. Results from interim periods should not be considered indicative of results for the full year. In the opinion of management, these Condensed Consolidated Financial Statements reflect all adjustments necessary for a fair statement of financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable is considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation. The Employee Benefit Trust ("EBT") associated with the CPA Global Equity Plan was consolidated on October 1, 2020. The EBT held Clarivate shares that were recorded as treasury shares as they were legally issued but not outstanding. The EBT also holds cash that is classified as restricted cash on the Condensed Consolidated Balance Sheet. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 10, 2022. Newly Adopted Accounting Standards In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity because of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods. The Company adopted ASU 2020-06 effective January 1, 2022 prospectively, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements. In April 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options , which provides guidance regarding the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 effective January 1, 2022, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments , to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities as well as disclosing key information about leasing transactions. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities. The Company adopted the ASU 2021-05 at January 1, 2022, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements. Recently Issued Accounting Standards In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815) – Portfolio Layer Method, amendments in this ASU allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the standard will have on our Condensed Consolidated Financial Statements and it is expected that the adoption will not have a material impact. There were no other new accounting standards or updates issued or effective as of September 30, 2022, that have, or are expected to have, a material impact on our Condensed Consolidated Financial Statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Acquisition of ProQuest On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equity holders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $5,002.3, net of $52.5 cash acquired. The aggregate consideration was composed of (i) $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,959.9 in cash, including approximately $917.5 to fund the repayment of ProQuest debt. Issuance of 46.9 million shares (1) $ 1,094.9 Cash consideration (2) 3,959.9 Total purchase price 5,054.8 Cash acquired (3) (52.5) Total purchase price, net of cash acquired $ 5,002.3 (1) Based on the Company’s closing share price of $23.34 on November 30, 2021. (2) Total cash consideration of $3,959.9 includes a base cash consideration of $3,988.0, less working capital adjustments of $31.7, less closing indebtedness adjustments of $36.6, plus closing cash consideration of $40.2. (3) Cash acquired includes $52.5 of total cash acquired, less $2.0 of restricted cash acquired. The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. The majority of goodwill is deductible for tax purposes. During the three and nine months ended September 30, 2022, total transaction costs incurred in connection with the acquisition of ProQuest were $3.3 and $12.6, respectively. Total transaction costs during the three and nine months ended September 30, 2021 were $13.1 and $25.2, respectively. The ProQuest acquisition is reported as part of the A&G Segment, see Note 8 - Other Intangible Assets, net and Goodwill and Note 18 - Segment Information for additional information. The purchase price allocation for the ProQuest acquisition as of the close date of December 1, 2021 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition: Original Purchase Price Allocation Measurement Period Adjustments Updated Purchase Price Allocation Accounts receivable $ 113.5 $ 1.2 $ 114.7 Prepaid expenses 22.3 0.9 23.2 Other current assets 23.7 — 23.7 Property and equipment, net 62.3 2.9 65.2 Other intangible assets (1) 3,534.7 (1.0) 3,533.7 Other non-current assets 18.0 — 18.0 Deferred income taxes 3.5 — 3.5 Operating lease right-of-use assets 28.4 — 28.4 Total assets $ 3,806.4 $ 4.0 $ 3,810.4 Accounts payable 17.1 — 17.1 Accrued expenses and other current liabilities 136.8 (3.6) 133.2 Current portion of long-term debt 1.1 — 1.1 Current portion of deferred revenue 335.2 — 335.2 Current portion of operating lease liabilities 8.0 — 8.0 Long-term debt 33.4 — 33.4 Deferred income taxes 58.6 0.3 58.9 Non-current portion of deferred revenue 6.8 — 6.8 Other non-current liabilities 89.2 2.1 91.3 Operating lease liabilities 23.1 — 23.1 Total liabilities 709.3 (1.2) 708.1 Fair value of acquired identifiable assets and liabilities $ 3,097.1 $ 5.2 $ 3,102.3 Purchase price, net of cash $ 4,994.3 $ 8.0 $ 5,002.3 Less: Fair value of acquired identifiable assets and liabilities 3,097.1 5.2 3,102.3 Goodwill $ 1,897.2 $ 2.8 $ 1,900.0 (1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction. The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of December 1, 2021 Remaining Customer relationships $ 2,773.0 17-23 Technology & databases 709.3 5-17 Trade names 45.7 2-10 Total identifiable intangible assets $ 3,528.0 Unaudited pro forma information for the Company for the relevant periods presented as if the acquisition had occurred January 1, 2020 is as follows: Three Months Ended September 30, 2021 Pro forma revenues, net $ 663.4 Pro forma net income attributable to the Company's shareholders 56.3 Nine Months Ended September 30, 2021 Pro forma revenues, net $ 1,992.6 Pro forma net loss attributable to the Company's shareholders (159.5) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical consolidated financial statements of the Company and from the historical accounting records of ProQuest. The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of ProQuest debt and the additional Company borrowings in conjunction with the acquisition, and (iii) acquisition-related transaction costs incurred by the Company during the three and nine months ended September 30, 2021 described above. |
Assets Held for Sale and Divest
Assets Held for Sale and Divested Operations | 3 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale and Divested Operations | Assets Held for Sale and Divested Operations During the third quarter of 2022, the Company entered into an agreement to sell the MarkMonitor domain management business within the IP segment to Newfold Digital, a leading web presence solutions provider, for net cash proceeds of approximately $302.5. The divestiture enables improved focus on our core IP business and empowers product development and innovation teams to build upon our market-leading IP intelligence, IP lifecycle management and IP services solutions. The transaction does not represent a strategic shift, nor is it expected to have a major effect on the Company’s operations or financial results. Therefore, as of September 30, 2022, the divestiture meets the held-for-sale criteria but does not qualify for discontinued operations accounting treatment. The transaction closed on October 31, 2022. In anticipation of the sale, as of September 30, 2022, current assets of $21.8 and long-term assets of $56.5 were reclassified to current assets held for sale, while current liabilities of $47.7 and long-term liabilities of $10.6 were reclassified to current liabilities held for sale. The carrying amount of major classes of assets and liabilities that are included in the net assets held for sale as of September 30, 2022 consist of the following: As of September 30, 2022 Assets: Current assets: Cash and cash equivalents $ 2.6 Accounts receivable, net 12.5 Prepaid expenses 4.3 Other current assets 2.4 Total current assets 21.8 Other intangible assets, net 10.6 Goodwill 42.8 Other non-current assets 0.8 Deferred income taxes 2.3 Total Assets held for sale $ 78.3 Liabilities: Current liabilities: Accounts payable $ 0.3 Accrued expenses and other current liabilities 2.7 Current portion of deferred revenues 44.7 Total current liabilities 47.7 Non-current portion of deferred revenues 10.3 Deferred income taxes 0.3 Total Liabilities held for sale $ 58.3 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has multiple agreements to sublease operating lease right of use assets and recognized $0.7 and $0.8 of sublease income for the three months ended September 30, 2022 and 2021, respectively, and $2.2 and $2.3 of sublease income for the nine months ended September 30, 2022 and 2021, respectively, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations. On December 1, 2021, Clarivate closed its acquisition of ProQuest. As part of the acquisition, the Company assumed a finance lease. Refer to Note 7 - Property and Equipment, Net, Note 11 - Debt, and Note 20 - Related Party Transactions for further information. In connection with the Company's digital workplace transformation initiative and other integration activities to enable colleagues to work remotely, the Company has ceased the use of select leased sites. See Note 21 - Restructuring and Impairment for further information. |
Leases | Leases The Company has multiple agreements to sublease operating lease right of use assets and recognized $0.7 and $0.8 of sublease income for the three months ended September 30, 2022 and 2021, respectively, and $2.2 and $2.3 of sublease income for the nine months ended September 30, 2022 and 2021, respectively, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations. On December 1, 2021, Clarivate closed its acquisition of ProQuest. As part of the acquisition, the Company assumed a finance lease. Refer to Note 7 - Property and Equipment, Net, Note 11 - Debt, and Note 20 - Related Party Transactions for further information. In connection with the Company's digital workplace transformation initiative and other integration activities to enable colleagues to work remotely, the Company has ceased the use of select leased sites. See Note 21 - Restructuring and Impairment for further information. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment, net consisted of the following: September 30, December 31, 2022 2021 Computer hardware $ 44.6 $ 45.5 Leasehold improvements 15.6 11.6 Furniture, fixtures and equipment 38.8 34.7 Capital office leases - finance lease asset 7.2 30.5 Other 1.9 2.3 Total property and equipment, gross 108.1 124.6 Accumulated depreciation (51.2) (40.8) Total property and equipment, net $ 56.9 $ 83.8 Depreciation amounted to $8.6 and $2.6 for the three months ended September 30, 2022 and 2021, respectively, and $29.0 and $9.2 for the nine months ended September 30, 2022 and 2021 , |
Other Intangible Assets, net an
Other Intangible Assets, net and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Other Intangible Assets, net and Goodwill Other Intangible Assets, net The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: September 30, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 7,481.8 $ (700.9) $ 6,780.9 $ 8,279.1 $ (514.8) $ 7,764.3 Databases and content 2,636.0 (724.5) 1,911.5 2,577.1 (591.0) 1,986.1 Computer software 725.3 (378.7) 346.6 733.1 (320.1) 413.0 Trade names 59.9 (17.3) 42.6 62.1 (10.5) 51.6 Backlog 28.7 (18.3) 10.4 29.1 (13.0) 16.1 Finite-lived intangible assets 10,931.7 (1,839.7) 9,092.0 11,680.5 (1,449.4) 10,231.1 Indefinite-lived intangible assets Trade names 156.9 — 156.9 161.3 — 161.3 Total intangible assets $ 11,088.6 $ (1,839.7) $ 9,248.9 $ 11,841.8 $ (1,449.4) $ 10,392.4 Amortization amounted to $161.1 and $128.1 for the three months ended September 30, 2022 and 2021, respectively, and $492.7 and Goodwill The change in the carrying amount of goodwill is shown below: A&G LS&H IP Consolidated Total Balance as of December 31, 2021 (1) $ 2,862.6 $ 1,177.3 $ 3,865.0 $ 7,904.9 Acquisition measurement period adjustments 2.9 3.1 — 6.0 Transferred to Assets held for sale (2) — — (42.8) (42.8) Goodwill impairment (3) (1,745.8) — (2,662.1) (4,407.9) Impact of foreign currency fluctuations (4) (21.7) (4.6) (629.5) (655.8) Balance as of September 30, 2022 $ 1,098.0 $ 1,175.8 $ 530.6 $ 2,804.4 (1) The prior year amounts have been revised for a reclassification of allocated goodwill between reporting units. Refer to Note 18 - Segment Information for additional information. (2) Relates to the MarkMonitor domain management business divestiture classified as held-for-sale as of September 30, 2022. Refer to Note 5 - Assets Held for Sale and Divested Operations for additional information. (3) Accumulated goodwill impairment as of September 30, 2022 and December 31, 2021 was $4,407.9 and $0.0, respectively. The total goodwill impairment charge reflected in the Condensed Consolidated Statements of Operations was $4,448.6 for the three and nine months ended September 30, 2022. The difference represents the CTA impact for amounts recorded in subsidiaries with functional currencies other than USD. (4) The impact of foreign currency fluctuations was primarily driven by changes in the GBP/USD translation rate as of September 30, 2022 compared to December 31, 2021. Approximately half of the Company's Goodwill and Other intangible assets are denominated in GBP. In connection with the preparation of these Condensed Consolidated Financial Statements for the three months ended September 30, 2022, the Company identified the following possible impairment indicators: (i) worsening market considerations and macroeconomic conditions such as increasing inflationary pressures and rising interest rates and (ii) sustained declines in the Company's share price during the three months ended September 30, 2022. This coincided with the Company's change in organizational structure to realign its business segments based on the products we offer and the markets they serve. With these changes, the Company changed its reportable segments, operating segments, and reporting units (see Note 18 - Segment Information). As of a result of these third quarter events, the Company performed a quantitative interim goodwill impairment assessment over the Company's reporting units. The goodwill impairment assessment included an analysis on the Company's reporting units immediately before and immediately after the change. The Company estimated the fair value of each reporting unit using the income approach, and more specifically, the discounted cash flow model ("DCF"). The significant assumptions used in the DCF model included projected revenue growth rates and operating margins, tax rates, terminal values, and discount rates, among others, all of which require significant judgments by management. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy. Based on the quantitative analysis performed in connection with the Company's preparation of these Condensed Consolidated Financial Statements in the third quarter of 2022, the Company recorded a goodwill impairment charge of $4,407.9 as follows: (i) $1,745.8 related to the ProQuest reporting unit within the A&G segment; (ii) $2,569.1 related to the former IP Management reporting unit within the IP segment; and (iii) $93.0 related to the former Patent reporting unit within the IP segment. T he estimated fair value of each of the remaining reporting units exceeded their carrying values. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company had interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on its outstanding Term Loan arrangements. In August 2022, the Company entered into two interest rate swap arrangements relating to interest payments on a total of $779.8 of its Term Loan arrangements, effective August 5, 2022 and August 4, 2022, respectively. Both of these derivatives have notional amounts that amortize downward, and a maturity date of October 31, 2026. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments. In March 2021, the Company replaced the interest rate swaps that matured during March 2021 and entered into new interest rate swap arrangements relating to interest payments on $350.0 of its Term Loan arrangements which were effective March 31, 2021 and have a maturity date of March 31, 2024. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments. In 2019, the Company also entered into two interest rate swap arrangements relating to interest payments on a total of $100.0 of its Term Loan arrangements, effective March 31, 2021 and April 30, 2021, respectively. Both of these derivatives have notional amounts that amortize downward, and a maturity date of September 2023. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments. For additional information on our outstanding Term Loan and related hedging, see Note 11 - Debt and Item 3. Qualitative and Quantitative Disclosures about Market Risk. Changes in fair value are recorded in accumulated other comprehensive income (loss) ("AOCI") and the amounts reclassified out of AOCI are recorded to Interest expense and amortization of debt discount, net. The fair value of the interest rate swaps is recorded in other current assets or accrued expenses and other current liabilities and other non-current assets or liabilities in the Condensed Consolidated Balance Sheets, according to the duration of related cash flows. The fair value of the interest rate swaps was an asset of $52.9 and $2.0 as of September 30, 2022 and December 31, 2021, respectively. Foreign Currency Forward Contracts The Company periodically enters into foreign currency contracts to help manage the Company’s exposure to foreign exchange rate risks. These contracts generally do not exceed 180 days in duration. The Company recognized a loss from the mark to market adjustment of $(3.7) and $(5.8) for the three months ended September 30, 2022 and 2021, respectively, and $(9.4) and $(4.0) for the nine months ended September 30, 2022 and 2021, respectively, in Other Operating (Income) Expense, Net on the Condensed Consolidated Statements of Operations. The principal amount of outstanding foreign currency contracts was $171.8 and $216.7 as of September 30, 2022 and December 31, 2021, respectively. The Company accounts for these forward contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating (income) expense, net in the Condensed Consolidated Statements of Operations. The contracts are not designated as accounting hedges under the applicable sections of ASC 815, Derivatives and Hedging . The total fair value of the forward contracts represented an asset balance of $0.0 and $2.2 and a liability balance of $7.8 and $0.7 as of September 30, 2022 and December 31, 2021, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities, respectively, on the Condensed Consolidated Balance Sheets. See Note 10 - Fair Value Measurements for additional information related to the fair value of derivative instruments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Recorded at Fair Value on a Recurring Basis The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as at September 30, 2022 and December 31, 2021: September 30, 2022 Level 2 Level 3 Total Assets Interest rate swap asset - current $ 2.5 $ — $ 2.5 Interest rate swap asset - non-current 50.4 — 50.4 Total $ 52.9 $ — $ 52.9 Liabilities Warrant liability $ — $ 25.1 $ 25.1 CPA Global Equity Plan liability - current 7.9 — 7.9 Forward currency contracts liability - current 7.8 — 7.8 Total $ 15.7 $ 25.1 $ 40.8 December 31, 2021 Level 2 Level 3 Total Fair Value Assets Forward currency contracts asset - current $ 2.2 $ — $ 2.2 Interest rate swap asset - non-current 2.0 — 2.0 Total $ 4.2 $ — $ 4.2 Liabilities Warrant liability $ — $ 227.8 $ 227.8 CPA Global Equity Plan liability - current 152.4 — 152.4 Forward currency contracts liability - current 0.7 — 0.7 Total $ 153.1 $ 227.8 $ 380.9 Private Placement Warrants - The following table summarizes the changes in the Private Placement Warrants liability for the three and nine months ended September 30, 2022 and 2021: Balance at December 31, 2021 $ 227.8 Mark to market gain on financial instruments (100.4) Exercise of Private Placement Warrants — Balance at March 31, 2022 $ 127.4 Mark to market gain on financial instruments (49.0) Exercise of Private Placement Warrants — Balance at June 30, 2022 $ 78.4 Mark to market gain on financial instruments (53.3) Exercise of Private Placement Warrants — Balance at September 30, 2022 $ 25.1 Balance at December 31, 2020 $ 312.8 Mark to market gain on financial instruments (51.2) Exercise of Private Placement Warrants (3.6) Balance at March 31, 2021 $ 258.0 Mark to market loss on financial instruments 21.0 Exercise of Private Placement Warrants — Balance at June 30, 2021 $ 279.0 Mark to market gain on financial instruments (83.0) Exercise of Private Placement Warrants — Balance at September 30, 2021 $ 196.0 There were no transfers of assets or liabilities between levels during the three and nine months ended September 30, 2022 and 2021. Non-Financial Assets Valued on a Non-Recurring Basis Right of Use Asset — The Company recorded a non-cash impairment charge to reduce the carrying value of operating lease right of use assets by $2.3 and $0.8 for the three months ended September 30, 2022 and 2021, respectively, and $8.5 and |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | The following table is a summary of the Company’s debt: September 30, 2022 December 31, 2021 Type Maturity Effective Carrying Effective Carrying Senior Notes 2029 4.875 % $ 921.4 4.875 % $ 921.4 Senior Secured Notes 2028 3.875 % 921.2 3.875 % 921.2 Revolving Credit Facility 2027 5.965 % 175.0 3.359 % 175.0 Term Loan Facility 2026 6.115 % 2,797.4 3.860 % 2,818.8 Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0 Finance lease (1) 2023 3.800 % 29.3 3.800 % 30.8 Total debt outstanding 5,544.3 5,567.2 Debt issuance costs (40.5) (47.1) Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts (29.3) (33.2) Short-term debt, including current portion of Long-term debt (57.4) (30.6) Long-term debt, net of current portion and debt issuance costs $ 5,417.1 $ 5,456.3 (1) See Note 6 - Leases for additional information. Senior Notes (2029) and Senior Secured Notes (2028) The Company has $921.2 aggregate principal amount of its Senior Secured Notes due in 2028 and $921.4 aggregate principal amount of its Senior Notes due in 2029. The Senior Secured Notes and Senior Notes bear interest at a rate of 3.875% and 4.875% per annum, respectively, and the interest is payable semi-annually to holders of record on June 30 and December 30 of each year. The first interest payment was paid in December 2021. Both of these series of Notes were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with borrowings under the existing credit facilities and senior secured notes due 2026. Both of these series of Notes are guaranteed on a joint and several basis by each of Clarivate’s indirect subsidiaries that is an obligor or guarantor under Clarivate’s existing credit facilities and senior secured notes due 2026. The Senior Notes due 2029 are the Issuer’s and such guarantors’ unsecured obligations. The Credit Facilities The Company's Credit Facilities consist of a $750.0 Revolving Credit Facility with a $80.0 letter of credit sublimit, due in 2027, and a $2,860.0 Term Loan Facility, due in 2026. Revolving Credit Facility The Revolving Credit Facility provides for revolving loans, same-day borrowings and letters of credit pursuant to commitments in an aggregate principal amount of $750.0 with a letter of credit sublimit of $80.0. Proceeds of loans made under the Revolving Credit Facility may be borrowed, repaid and reborrowed prior to the maturity of the Revolving Credit Facility. Our ability to draw under the Revolving Credit Facility or issue letters of credit thereunder will be conditioned upon, among other things, delivery of required notices, accuracy of the representations and warranties contained in the Credit Agreement and the absence of any default or event of default under the Credit Agreement. On March 31, 2022, the Company’s direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019, (the "Credit Agreement") entered into an amendment thereto, pursuant to which the total revolving credit commitments thereunder were further increased by $400.0 to $750.0 in the aggregate and the maturity date for revolving credit commitments was extended to March 31, 2027, subject to a “springing” maturity date that is 90 days prior to the maturity date of (i) the term loans outstanding under the Credit Agreement as of the date of the amendment or (ii) the 4.50% senior secured notes due in 2026 and issued by Camelot Finance S.A. (but only to the extent such term loans or senior secured notes have not, prior thereto, been refinanced or extended to have a maturity date of no earlier than 90 days after March 31, 2027). The Revolving Credit Facility carries an interest rate at Term SOFR, plus a 0.1% SOFR adjustment, plus 3.25% per annum (or 2.75% per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. The Revolving Credit Facility interest rate margins will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement). In November 2021, the Company borrowed $175.0 on the existing Revolving Credit Facility and used the net proceeds from such borrowings for general corporate purposes. The Revolving Credit Facility is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum, based on first lien leverage ratios) times the unutilized amount of total revolving commitments. As of September 30, 2022, letters of credit totaling $9.2 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, the Company had an unsecured corporate guarantee outstanding for $10.5 and cash collateralized letters of credit totaling $0.8 as of September 30, 2022, all of which were not collateralized by the Revolving Credit Facility. Term Loan Facility (2026) The Company has a Term Loan Facility of $2,860.0 due in 2026, which was fully drawn at closing. The principal amount of the Term Loan Facility is repaid by the Company on the last Business Day of each March, June, September and December, in an amount equal to 0.25% of the aggregate outstanding amount. As of September 30, 2022, we had $2,797.4 outstanding on our Term Loan Facility. Senior Secured Notes (2026) The Company has $700.0 in aggregate principal amount of Senior Secured Notes due in 2026 bearing interest at 4.50% per annum, payable semi-annually to holders of record on May 1 and November 1 of each year. The first interest payment was paid in May 2020. The Secured Notes due 2026 were issued by Camelot Finance S.A. (the "Lux Issuer"), an indirect wholly-owned subsidiary of Clarivate, and are secured on a first-lien pari passu basis with borrowings under the Credit Facilities and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by each of Clarivate's indirect subsidiaries that is an obligor or guarantor under the Credit Facilities and will be general senior secured obligations of the Lux Issuer and will be secured on a first-priority basis by the collateral now owned or hereafter acquired by the Lux Issuer and each of the guarantors that secures the Issuer’s and such guarantor’s obligations under the New Senior Credit Facilities (subject to permitted liens and other exceptions). The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market observable data for debt with similar prepayment features. The fair value of the Company’s debt was $5,011.8 and $5,595.5 at September 30, 2022 and December 31, 2021, respectively. The debt is considered a Level 2 liability under the fair value hierarchy. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueDisaggregated Revenues We disaggregate our revenues by segment (see Note 18 - Segment Information) and by transaction type based on revenue recognition pattern as follows: • Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. Revenues from the sale of subscription data, maintenance services, and analytics solutions are recognized ratably over the contractual period as revenues are earned. • Re-occurring revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or the contract is for multiple years. Deliverables are usually received by the customer instantly or in a short period of time, at which time the revenues are recognized. The most significant component of our re-occurring revenues is our 'renewal' business within CPA Global. • Transactional and other revenues. Transactional and other revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional and other revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order. Other revenues relate to professional services including implementation for software and software as a service ("SaaS") subscriptions. These contracts vary in length from several months to years for multi-year projects. Revenue is recognized over time utilizing a reasonable measure of progress depicting the satisfaction of the related performance obligation. Other revenues also includes one-time perpetual archive license revenues. The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented: Three Months Ended September 30, 2022 2021 Subscription revenues $ 408.3 $ 246.5 Re-occurring revenues 102.7 110.4 Transactional and other revenues 125.0 85.3 Total revenues, gross 636.0 442.2 Deferred revenues adjustment (1) (0.3) (0.1) Total revenues, net $ 635.7 $ 442.1 (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. Nine Months Ended September 30, 2022 2021 (1) Subscription revenues $ 1,220.7 $ 728.9 Re-occurring revenues 329.2 333.6 Transactional and other revenues 435.5 258.2 Total revenues, gross 1,985.4 1,320.7 Deferred revenues adjustment (2) (0.9) (4.5) Total revenues, net $ 1,984.5 $ 1,316.2 (1) Certain prior period reported amounts have been reclassified to conform to current period presentation. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. Contract Balances Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (January 1, 2022) $ 906.4 $ 1,030.4 $ 54.2 Closing (September 30, 2022) 748.6 857.8 37.7 Decrease / (increase) $ 157.8 $ 172.6 $ 16.5 Opening (January 1, 2021) $ 737.7 $ 707.3 $ 41.4 Closing (September 30, 2021) 610.8 579.9 44.9 Decrease / (increase) $ 126.9 $ 127.4 $ (3.5) The amount of revenue recognized in the period that was included in the opening deferred revenues balances was $872.8 and $485.7 for the nine months ended September 30, 2022 and 2021 , respectively. This revenue consists primarily of subscription revenues. Transaction Price Allocated to Remaining Performance Obligations As of September 30, 2022, approximately $116.7 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with a duration of one year or less. The Company expects to recognize revenue on approximately 54% of these performance obligations over the next 12 months. Of the remaining 46%, 24% is expected to |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity As of September 30, 2022, there were unlimited shares of ordinary stock authorized, 674.2 million shares issued and 673.8 million shares outstanding, with no par value. The Company held 0.4 million and 0.5 million shares as treasury shares as of September 30, 2022 and December 31, 2021, respectively. The Company’s ordinary shareholders are entitled to one vote per share. DRG Acquisition Shares In connection with the DRG acquisition, 2.9 million ordinary shares of the Company were issued to Piramal Enterprises Limited ("PEL") in March 2021. MCPS Offering In June 2021, concurrently with the June 2021 Ordinary Share Offering (see Note 1 - Background and Nature of Operations, in our Annual Report on Form 10-K), we completed a public offering of 14.4 million of our 5.25% Series A Mandatory Convertible Preferred Shares ("MCPS") (which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). Dividends on our mandatory convertible preferred shares are payable, as and if declared by our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. We may pay declared dividends on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024. Each of our convertible preferred shares has a liquidation preference of $100.00. As of September 30, 2022, we recognized $6.2 of accrued preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared). Treasury Shares CPA Global Acquisition Shares - During the three months ended March 31, 2022, 41.7 thousand shares held in the Employee Benefit Trust ("EBT"), established for the CPA Global Equity Plan, were sold at an average net price per share of $15.01 to fund the payment to the respective employees. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Condensed Consolidated Statement of Changes in Equity in the amount of $0.7. During the three months ended September 30, 2022, 140.4 thousand shares held in the EBT were sold at an average net price per share of $9.60 to fund the payment to the respective employees. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Condensed Consolidated Statement of Changes in Equity in the amount of $3.0. During January 2021, the Company issued 1.5 million ordinary shares to Redtop Holdings Limited pursuant to a hold-back clause within the purchase agreement for a total of $43.9, which was satisfied. See Note 19 - Commitments and Contingencies for additional details. Share Repurchase Program and Share Retirements - In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250.0 of its outstanding ordinary shares, subject to market conditions. In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The February 2022 repurchase program replaces the repurchase program previously announced in August 2021. During the nine months ended September 30, 2022, the Company repurchased 10.7 million ordinary shares with a total carrying value of $175.0 which were subsequently retired and restored as authorized but unissued ordinary shares. Upon formal retirement and in accordance with ASC Topic 505, Equity , the Company reduced its ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $7.7. As of September 30, 2022, the Company had approximately $825.0 of availability remaining under this program. A summary of the ordinary shares repurchased and retired during the nine months ended September 30, 2022 is as follows: (in millions) Nine Months Ended September 30, 2022 Total number of shares repurchased 10.7 Average price paid per share $ 16.33 Total $ 175.0 Total shares retired 10.7 Average price paid per share $ 16.33 Total $ 175.0 |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation The Company grants share-based awards under the Clarivate Plc 2019 Incentive Award Plan ("the "Plan"). As of September 30, 2022, approximately 31.2 million shares of the Company’s ordinary shares were available for share-based awards. The Plan provides for the issuance of stock options, restricted stock units ("RSUs") and performance share units ("PSUs"). Share-based compensation expense is recorded to the “Cost of revenues" and “Selling, general and administrative” line items on the accompanying Condensed Consolidated Statements of Operations. Total share-based compensation expense for the three and nine months ended September 30, 2022 , and 2021 comprised of the following: Three Months Ended September 30, 2022 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 4.5 $ — $ (0.3) $ 4.2 Selling, general and administrative costs 0.3 13.7 1.1 0.2 15.3 Total share-based compensation expense $ 0.3 $ 18.2 $ 1.1 $ (0.1) $ 19.5 Nine Months Ended September 30, 2022 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 21.9 $ 0.2 $ 3.3 $ 25.4 Selling, general and administrative costs 0.3 42.9 3.0 6.9 53.1 Total share-based compensation expense $ 0.3 $ 64.8 $ 3.2 $ 10.2 $ 78.5 Three Months Ended September 30, 2021 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 3.9 $ 0.1 $ (0.4) $ 3.6 Selling, general and administrative costs — 7.0 1.0 (1.0) 7.0 Total share-based compensation expense $ — $ 10.9 $ 1.1 $ (1.4) $ 10.6 Nine Months Ended September 30, 2021 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ 0.1 $ 12.1 $ 0.4 $ 21.9 $ 34.5 Selling, general and administrative costs 0.4 22.1 3.4 47.4 73.3 Total share-based compensation expense $ 0.5 $ 34.2 $ 3.8 $ 69.3 $ 107.8 The following table summarizes the Company’s existing share-based compensation awards program activity for the nine months ended September 30, 2022, and 2021, respectively (in millions): Nine Months Ended September 30, 2022 Stock Options RSUs PSUs Balance at December 31, 2021 4.8 4.5 1.4 Granted — 9.9 1.2 Exercised/Vested (0.3) (2.5) — Forfeited/Unexercised (0.1) (0.6) (0.3) Balance at September 30, 2022 4.4 11.3 2.3 Total remaining unamortized compensation costs $ — $ 111.5 $ 7.9 Weighted average remaining service period 0 years 1.34 years 1.66 years Nine Months Ended September 30, 2021 Stock Options RSUs PSUs Balance at December 31, 2020 7.8 1.8 0.9 Granted — 2.9 0.5 Vested (2.7) (0.6) — Forfeited — (0.4) (0.1) Balance at September 30, 2021 5.1 3.7 1.3 Total remaining unamortized compensation costs $ — $ 50.5 $ 8.8 Weighted average remaining service period 0 years 1.20 years 1.81 years |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the three months ended September 30, 2022 and 2021, the Company recognized an income tax provision of $22.1 on loss before income tax of $4,393.4 and an income tax provision of $3.7 on income before income tax of $32.1, respectively. During the nine months ended September 30, 2022 and 2021, the Company recognized an income tax provision of $48.9 on loss before income tax of $4,234.7 and $12.2 on loss before income tax of $146.9, respectively. The effective tax rate was 1.2% for the nine months ended September 30, 2022, as compared to 8.3% for the nine months ended September 30, 2021. The effective tax rate was 0.5% for the three months ended September 30, 2022, as compared to 11.5% for the three months ended September 30, 2021. The overall increase in tax expense is primarily due to the change in the mix of taxing jurisdictions in which pre-tax profits and losses were recognized and the higher mark to market gain on the private warrants. The goodwill impairment had an immaterial impact on tax expense due to the Company's existing valuation allowance and not having tax basis in the majority of the goodwill that was impaired. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings Per Share Basic net earnings per ordinary share from continuing operations (“EPS”) is calculated by taking Net income (loss) available to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the applicable period. Diluted net EPS is computed by taking net earnings adjusted for the effect of the fair value of Private Placement Warrants divided by the weighted average number of ordinary shares outstanding increased by the number of additional shares which have a dilutive effect. Potential ordinary shares on a gross basis of 10.1 million and 9.7 million options, RSUs, PSUs, and Warrants related to the 2019 Incentive Award Plan were excluded from diluted EPS for the nine months ended September 30, 2022 and 2021, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. Potential ordinary shares on a gross basis of 9.3 million and 8.8 million options, RSUs, PSUs, and Warrants related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three months ended September 30, 2022 and 2021, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. See Note 13 - Shareholders’ Equity and Note 14 - Share-based Compensation for additional information. The potential dilutive effect of our MCPS outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The resulting weighted-average ordinary shares of 55.3 million related to our MCPS are not included in the dilutive weighted-average ordinary shares outstanding calculation for the three and nine months ended September 30, 2022, as their effect would be anti-dilutive. The basic and diluted EPS computations for our ordinary shares are calculated as follows: Three Months Ended September 30, 2022 2021 Basic EPS Net income (loss) available to ordinary shareholders $ (4,415.5) $ 28.4 Dividends on preferred shares 18.9 22.4 Net income (loss) attributable to ordinary shares $ (4,434.4) $ 6.0 Basic weighted-average number of ordinary shares outstanding 673.6 634.5 Basic EPS $ (6.58) $ 0.01 Diluted EPS Net income (loss) attributable to ordinary shares $ (4,434.4) $ 6.0 Change in fair value of private placement warrants (49.0) (83.0) Net income (loss) attributable to ordinary shares, diluted $ (4,483.4) $ (77.0) Denominator: Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic 673.6 634.5 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 1.6 9.4 Diluted weighted-average number of ordinary shares outstanding 675.2 643.9 Diluted EPS $ (6.64) $ (0.12) Nine Months Ended September 30, 2022 2021 Basic EPS Net income (loss) available to ordinary shareholders $ (4,283.6) $ (159.1) Dividends on preferred shares 56.3 22.4 Net income (loss) attributable to ordinary shares $ (4,339.9) $ (181.5) Basic weighted-average number of ordinary shares outstanding 676.7 616.1 Basic EPS $ (6.41) $ (0.29) Diluted EPS Net income (loss) attributable to ordinary shares $ (4,339.9) $ (181.5) Change in fair value of private placement warrants (190.7) (113.2) Net income (loss) attributable to ordinary shares, diluted $ (4,530.6) $ (294.7) Denominator: Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic 676.7 616.1 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 3.9 10.1 Diluted weighted-average number of ordinary shares outstanding 680.6 626.2 Diluted EPS $ (6.66) $ (0.47) |
Other Operating Income, Net
Other Operating Income, Net | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Other Operating Income, Net | Other Operating (Income) Expense, Net , consisted of the following for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 2021 Net foreign exchange (gain) loss $ (30.0) $ (0.4) Miscellaneous (income) expense, net 3.4 4.8 Other operating (income) expense, net $ (26.6) $ 4.4 Nine Months Ended September 30, 2022 2021 Net foreign exchange (gain) loss $ (73.9) $ 15.4 Miscellaneous expense (income), net 9.0 4.3 Other operating (income) expense, net $ (64.9) $ 19.7 |
Product and Geographic Sales In
Product and Geographic Sales Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Product and Geographic Sales Information | Segment Information The Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). The CODM evaluates segment performance based primarily on revenue and segment Adjusted EBITDA, as described below. The CODM does not review assets by operating segment for the purposes of assessing performance or allocating resources. At the end of the third quarter, the Company realigned its business segments based on the products we offer and the markets they serve. The composition change correlates with our One Clarivate vision, to align our operations with our customer and industry verticals, to focus outside-in on our customers and the complete portfolio of solutions we can offer them. The change was effective September 30, 2022. All segment results for prior periods have been recast to conform to the new presentation and allocation methodologies, which consists of assigning certain costs to each segment based on an identified driver. In comparison to the segments reported in our Annual Report on Form 10-K for the year ended December 31, 2021, the product groups included in the Intellectual Property segment remain unchanged. The segment realignment primarily impacted the Science segment to bifurcate between our A&G and LS&H product groups. Academia and Government: The A&G segment provides curated high-value, structured content, discovery solutions and related software applications that are embedded into the workflows of our customers, which include libraries, universities and research institutions world-wide. Life Sciences and Healthcare: The Life Sciences and Healthcare segment serves the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and preclinical research, competitive intelligence, regulatory information and clinical trials. Intellectual Property: The Intellectual Property segment serves customers with our patent, trademark, and IP management solutions. These solutions help manage customer’s end-to-end portfolio of intellectual property from patents to trademarks across the entire IP lifecycle. Each of the three operating segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The CODM evaluates performance based primarily on segment revenue and Adjusted EBITDA. Adjusted EBITDA represents net (loss) income before the provision for income taxes, depreciation and amortization and interest expense adjusted to exclude acquisition or disposal-related transaction costs, losses on extinguishment of debt, share-based compensation, unrealized foreign currency gains/(losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Revenues, net by segment The following table summarizes revenue by reportable segment for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Academia and Government $ 307.1 $ 102.3 $ 951.6 $ 303.3 Life Sciences and Healthcare 103.6 98.5 327.7 291.1 Intellectual Property 225.0 241.3 705.2 721.8 Total Revenues, net $ 635.7 $ 442.1 $ 1,984.5 $ 1,316.2 Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to net income for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Academia and Government $ 124.1 $ 59.7 $ 351.5 $ 169.0 Life Sciences and Healthcare 41.5 32.2 125.4 92.3 Intellectual Property 106.0 98.1 331.4 282.5 Total Adjusted EBITDA $ 271.6 $ 190.0 $ 808.3 $ 543.8 Provision for income taxes (22.1) (3.7) (48.9) (12.2) Depreciation and amortization (169.7) (130.7) (521.7) (392.6) Interest expense and amortization of debt discount, net (71.5) (65.3) (193.3) (141.2) Mark to market gain (loss) on financial instruments (1) 53.3 83.0 202.7 113.2 Deferred revenues adjustment (2) (0.3) (0.1) (0.9) (4.5) Transaction related costs (3) 3.7 (16.4) (8.1) (7.4) Share-based compensation expense (20.8) (10.6) (79.9) (107.7) Restructuring and impairment (4) (26.0) (7.1) (56.9) (125.7) Goodwill impairment (4,448.6) — (4,448.6) — Other (5) 14.9 (10.7) 63.7 (24.8) Net (loss) income $ (4,415.5) $ 28.4 $ (4,283.6) $ (159.1) Dividends on preferred shares (18.9) (22.4) (56.3) (22.4) Net (loss) income attributable to ordinary shares $ (4,434.4) $ 6.0 $ (4,339.9) $ (181.5) (1) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging . Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. (3) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. The nine months ended September 30, 2021 period also includes the mark-to-market adjustment gains on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (4) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment for further information. (5) Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company does not have any recorded or unrecorded guarantees of the indebtedness of others. Lawsuits and Legal Claims The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us. Our best estimate of the Company's potential liability for the larger legal claims is approximately $55, which includes estimated legal costs and accrued interest. The recorded probable loss is an estimate and the actual costs arising from our litigation could be materially lower or higher. We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters. Between January and March 2022, three putative securities class action complaints were filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022. On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of shareholders who acquired Clarivate securities between July 30, 2020 and February 2, 2022, and/or acquired Clarivate common or preferred shares in connection with offerings on June 10, 2021, or Clarivate common shares in connection with a September 13, 2021 offering. The amended complaint, like the prior complaints, references an error in the accounting treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on December 27, 2021, and related restatements issued on February 3, 2022 of certain of the Company’s previously issued financial statements; the amended complaint also alleges that the Company and certain of its executives and directors made false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to dismiss the amended complaint on October 7, 2022. On June 7, 2022, a class action was filed in Pennsylvania state court in the Court of Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in June and September 2021. The Company moved to stay this proceeding on August 19, 2022 and filed its preliminary objections to the state court complaint on October 21, 2022. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from these matters. Contingent Liabilities In conjunction with the acquisition of DRG, the Company agreed to pay up to 2.9 million shares as contingent stock consideration, valued at $58.9 on the closing date of the acquisition. Amounts payable were contingent upon any indemnity losses or claims to indemnity losses occurring within that one-year period. During March 2021, the Company issued 2.9 million shares as per the purchase agreement for the acquisition of DRG for a total of $61.6 which was satisfied. The issuance of these shares represents a non-cash financing activity on the Condensed Consolidated Statement of Cash Flows. In conjunction with the acquisition of CPA Global, the Company agreed to pay up to 1.5 million shares as contingent stock consideration, valued at $46.5 on the closing date of the acquisition. The amount was payable 110 days after the acquisition date and was contingent upon any indemnity losses or claims for indemnity losses as defined in the purchase agreement. During January 2021, the Company issued 1.5 million shares as per the purchase agreement for the acquisition of CPA Global related to a hold-back clause for a total of $43.9 which was satisfied. The issuance of these shares represents a non-cash financing activity on the statement of cash flows. As of September 30, 2022 and December 31, 2021, there were no outstanding contingent liabilities. |
Related Party and Former Parent
Related Party and Former Parent Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party and Former Parent Transactions | Related Party Transactions One of our independent directors has an immediate family member who is a member of management for one of our customers. The Company recognized net revenues of $(0.1) and $0.3 for the three months ended September 30, 2022 and 2021, respectively, and $1.2 and $0.8 during the nine months ended September 30, 2022 and 2021, respectively, from this customer and had $0.8 receivables outstanding as of September 30, 2022 and $0.1 outstanding as of December 31, 2021. One of our independent directors is also a director on the board of one of Clarivate’s customers. The Company recognized net revenues of $0.1 and $0.4 during the three and nine months ended September 30, 2022, respectively, from this customer and had $0.1 of receivables outstanding as of September 30, 2022. Our Chief Executive Officer is also a director on the board of one of Clarivate’s vendors. The Company incurred expenses of $0.2 and $0.6 during the three and nine months ended September 30, 2022, respectively, associated with this vendor and had $0.4 of outstanding liability as of September 30, 2022. On May 15, 2021, Clarivate entered into an agreement with Capri Acquisition Topco Limited (“Capri”) and Solaro ExchangeCo Limited (“NewCo”), and for certain limited purposes, LGP. Capri and NewCo are controlled by LGP and held Clarivate ordinary shares beneficially owned by LGP and certain other existing shareholders. Under the agreement, Capri contributed 177.2 million of its Clarivate ordinary shares to NewCo. Clarivate then acquired NewCo in exchange for the issuance of the same number of Clarivate ordinary shares to Capri. This transaction did not involve any change in beneficial ownership of Clarivate’s ordinary shares and the issuance of the new ordinary shares to Capri were exempt from the registration requirements of the Securities Act under Section 4(a)(2) thereof. Pursuant to authority granted to Clarivate by shareholders at its 2021 Annual General Meeting, following its acquisition of Newco, Clarivate purchased the ordinary shares held by Newco for a nominal price and then canceled such shares. This was a non-cash financing transaction that had a net immaterial impact on the Condensed Consolidated Financial Statements. On December 1, 2021, Clarivate closed its acquisition of ProQuest from CIG, Atairos and certain other equity holders (the "Seller Group"). The aggregate consideration included $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group. As part of the acquisition, and as a result, CIG is a related party to Clarivate. Clarivate assumed a Finance lease in which CIG is the Lessor as part of the acquisition. For the three and nine months ended September 30, 2022, interest expense of $0.3 and $0.9, respectively, and amortization of the Finance lease right of use asset ("ROU") of $2.2 and $9.9, respectively, is reflected in the Condensed Consolidated Statements of Operations. The Finance lease ROU asset of $7.2 is presented within Property, Plant, and Equipment (see Note 7 - Property and Equipment, Net) and the corresponding lease liability of $29.3 is treated as an item of indebtedness (see Note 11 - Debt) within the Condensed Consolidated Balance Sheet. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring and Impairment One Clarivate Program During the second quarter 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $2.6 and $10.1 in severance costs and $0.0 and $1.7 in other costs incurred during the three months ended September 30, 2022 and 2021 , respectively. Costs incurred during the nine months ended September 30, 2022 and 2021 include $13.7 and $12.1 in severance costs and $0.1 and $1.7 in other costs respectively. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $1.6, $0.4, and $0.6 of the expense, respectively, during the three months ended September 30, 2022 and $7.8, $2.4, and $3.6, respectively, during the nine months ended September 30, 2022. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $4.1 , $2.3, and $5.4 of the expense, respectively, during the three months ended September 30, 2021 and $5.1 , $2.6, and $6.1 during the nine months ended September 30, 2021. ProQuest Acquisition Integration Program During the fourth quarter 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $6.6 and $18.6 in severance costs and $16.5 and $24.6 in other costs incurred during the three and nine months ended September 30, 2022 , respectively. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $12.5 , $3.3, and $7.3 of the expense, respectively, during the three months ended September 30, 2022 and $23.8, $6.2, and $13.2 , respectively, during the nine months ended September 30, 2022 . Other Restructuring Programs During 2020 and the fourth quarter 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we implemented several cost-saving and margin improvement programs designed to generate substantial incremental cash flows including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program and the CPA Global Acquisition Integration and Optimization Program. The costs associated with these programs were substantially complete as of September 30, 2022. Components of the pre-tax charges include $0.2 and $(7.7) in severance costs and $0.2 and $2.6 in other costs incurred during the three months ended September 30, 2022 and 2021, respectively . Costs incurred during the nine months ended September 30, 2022 and 2021 include $(0.5) and $38.8 in severance costs, respectively, and $0.5 and $72.7 in other costs, respectively. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $0.2 , $0.0, and $0.2 of the expense, respectively, during the three months ended September 30, 2022 and $0.1, $(0.1), and $0.0 during the nine months ended September 30, 2022 . The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $(0.8) , $(0.2), and $(4.1) of the expense, respectively, during the three months ended September 30, 2021 and $22.8 , $24.4, and $64.3 , respectively, during the nine months ended September 30, 2021. The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving programs. Restructuring Programs Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2021 $ 28.3 $ 0.7 $ 29.0 Expenses recorded (2) 10.3 1.4 11.7 Payments made (23.7) (0.5) (24.2) Noncash items (0.1) 0.5 0.4 Reserve Balance as of March 31, 2022 $ 14.8 $ 2.1 $ 16.9 Expenses recorded (2) 12.1 7.1 19.2 Payments made (10.9) (2.2) (13.1) Noncash items (2.5) (5.9) (8.4) Reserve Balance as of June 30, 2022 $ 13.5 $ 1.1 $ 14.6 Expenses recorded 9.3 16.7 26.0 Payments made (9.0) (0.3) (9.3) Noncash items (1.1) (17.2) (18.3) Reserve Balance as of September 30, 2022 $ 12.7 $ 0.3 $ 13.0 Reserve Balance as of December 31, 2020 $ 25.7 $ 3.8 $ 29.5 Expenses recorded (2) 22.2 45.7 67.9 Payments made (15.9) (4.2) (20.1) Noncash items (1.4) (40.9) (42.3) Reserve Balance as of March 31, 2021 $ 30.6 $ 4.4 $ 35.0 Expenses recorded (2) 26.2 24.5 50.7 Payments made (10.6) (22.8) (33.4) Asset Impairment Charge — (2.7) (2.7) Reserve Balance as of June 30, 2021 $ 46.2 $ 3.4 $ 49.6 Expenses recorded 2.7 4.4 7.1 Payments made (13.7) (2.0) (15.7) Asset Impairment Charge — (0.8) (0.8) Reserve Balance as of September 30, 2021 $ 35.2 $ 5.0 $ 40.2 (1) Relates primarily to lease exit costs and legal and advisory fees. Certain prior period amounts were revised for both the three months ended March 31, 2021 and June 30, 2021 to properly reflect certain cash payments previously omitted or classified as Noncash items. (2) Expenses include the acceleration of phantom equity awards under the CPA Global Equity Plan that were held by employees whose employment was involuntarily terminated. These expenses will be paid in cash and are accounted for as a liability award. The following table is a summary of charges incurred related to the Company's restructuring programs for the three and nine months ended September 30, 2022 and 2021 . Three Months Ended September 30, 2022 2021 Severance and related benefit costs $ 9.3 $ 2.7 Costs associated with exit and disposal activities (1) 0.1 3.4 Costs associated with lease exit costs including impairment (2) 16.6 1.0 Total restructuring and impairment $ 26.0 $ 7.1 Nine Months Ended September 30, 2022 2021 Severance and related benefit costs $ 31.8 $ 51.2 Costs associated with exit and disposal activities (1) 2.1 5.6 Costs associated with lease exit costs including impairment (2) 23.0 68.9 Total restructuring and impairment $ 56.9 $ 125.7 (1) Relates primarily to contract exit costs, legal and advisory fees. (2) Relates primarily to lease exit costs. Lease Impairments The Company evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the assets group. An impairment charge is recorded in the excess of each operating lease ROU asset's carrying amount over its estimated fair value. In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the nine months ended September 30, 2022 and 2021. As a result, the Company recorded a non-cash impairment charge to restructuring and impairment within the Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows of $16.1 and $0.8 for the three months ended September 30, 2022 and 2021, respectively, and $22.3 and $51.0 for the nine months ended September 30, 2022 and 2021, respectively. Additionally, the Company incurred $0.0 and $0.2 in lease termination fees during the three months ended September 30, 2022 and 2021, respectively, and $0.4 and $3.3 during the nine months ended September 30, 2022 and 2021, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn October 31, 2022, the Company completed the sale of MarkMonitor and expects to recognize a pre-tax gain from the sale. Concurrent with the sale, the Company made a prepayment of $300 on our term loan facility. Management has evaluated the impact of events that have occurred subsequent to September 30, 2022. Based on this evaluation, other than disclosed within these Condensed Consolidated Financial Statements and related notes, the Company has determined no other events were required to be recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Newly Adopted Accounting Standards and Recently Issued Accounting Standards | Newly Adopted Accounting Standards In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity because of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods. The Company adopted ASU 2020-06 effective January 1, 2022 prospectively, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements. In April 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options , which provides guidance regarding the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 effective January 1, 2022, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments , to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities as well as disclosing key information about leasing transactions. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities. The Company adopted the ASU 2021-05 at January 1, 2022, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements. Recently Issued Accounting Standards In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815) – Portfolio Layer Method, amendments in this ASU allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the standard will have on our Condensed Consolidated Financial Statements and it is expected that the adoption will not have a material impact. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business acquisitions, by acquisition | Issuance of 46.9 million shares (1) $ 1,094.9 Cash consideration (2) 3,959.9 Total purchase price 5,054.8 Cash acquired (3) (52.5) Total purchase price, net of cash acquired $ 5,002.3 (1) Based on the Company’s closing share price of $23.34 on November 30, 2021. (2) Total cash consideration of $3,959.9 includes a base cash consideration of $3,988.0, less working capital adjustments of $31.7, less closing indebtedness adjustments of $36.6, plus closing cash consideration of $40.2. (3) Cash acquired includes $52.5 of total cash acquired, less $2.0 of restricted cash acquired. |
Schedule of fair value of identifiable assets acquired and liabilities assumed for all acquisitions | The following table summarizes the preliminary purchase price allocation for this acquisition: Original Purchase Price Allocation Measurement Period Adjustments Updated Purchase Price Allocation Accounts receivable $ 113.5 $ 1.2 $ 114.7 Prepaid expenses 22.3 0.9 23.2 Other current assets 23.7 — 23.7 Property and equipment, net 62.3 2.9 65.2 Other intangible assets (1) 3,534.7 (1.0) 3,533.7 Other non-current assets 18.0 — 18.0 Deferred income taxes 3.5 — 3.5 Operating lease right-of-use assets 28.4 — 28.4 Total assets $ 3,806.4 $ 4.0 $ 3,810.4 Accounts payable 17.1 — 17.1 Accrued expenses and other current liabilities 136.8 (3.6) 133.2 Current portion of long-term debt 1.1 — 1.1 Current portion of deferred revenue 335.2 — 335.2 Current portion of operating lease liabilities 8.0 — 8.0 Long-term debt 33.4 — 33.4 Deferred income taxes 58.6 0.3 58.9 Non-current portion of deferred revenue 6.8 — 6.8 Other non-current liabilities 89.2 2.1 91.3 Operating lease liabilities 23.1 — 23.1 Total liabilities 709.3 (1.2) 708.1 Fair value of acquired identifiable assets and liabilities $ 3,097.1 $ 5.2 $ 3,102.3 Purchase price, net of cash $ 4,994.3 $ 8.0 $ 5,002.3 Less: Fair value of acquired identifiable assets and liabilities 3,097.1 5.2 3,102.3 Goodwill $ 1,897.2 $ 2.8 $ 1,900.0 (1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of December 1, 2021 Remaining Customer relationships $ 2,773.0 17-23 Technology & databases 709.3 5-17 Trade names 45.7 2-10 Total identifiable intangible assets $ 3,528.0 |
Schedule of Pro Forma Information | Unaudited pro forma information for the Company for the relevant periods presented as if the acquisition had occurred January 1, 2020 is as follows: Three Months Ended September 30, 2021 Pro forma revenues, net $ 663.4 Pro forma net income attributable to the Company's shareholders 56.3 Nine Months Ended September 30, 2021 Pro forma revenues, net $ 1,992.6 Pro forma net loss attributable to the Company's shareholders (159.5) |
Assets Held for Sale and Dive_2
Assets Held for Sale and Divested Operations (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities Held for Sale Related to Divestment | The carrying amount of major classes of assets and liabilities that are included in the net assets held for sale as of September 30, 2022 consist of the following: As of September 30, 2022 Assets: Current assets: Cash and cash equivalents $ 2.6 Accounts receivable, net 12.5 Prepaid expenses 4.3 Other current assets 2.4 Total current assets 21.8 Other intangible assets, net 10.6 Goodwill 42.8 Other non-current assets 0.8 Deferred income taxes 2.3 Total Assets held for sale $ 78.3 Liabilities: Current liabilities: Accounts payable $ 0.3 Accrued expenses and other current liabilities 2.7 Current portion of deferred revenues 44.7 Total current liabilities 47.7 Non-current portion of deferred revenues 10.3 Deferred income taxes 0.3 Total Liabilities held for sale $ 58.3 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of computer hardware and other property, net | Property and equipment, net consisted of the following: September 30, December 31, 2022 2021 Computer hardware $ 44.6 $ 45.5 Leasehold improvements 15.6 11.6 Furniture, fixtures and equipment 38.8 34.7 Capital office leases - finance lease asset 7.2 30.5 Other 1.9 2.3 Total property and equipment, gross 108.1 124.6 Accumulated depreciation (51.2) (40.8) Total property and equipment, net $ 56.9 $ 83.8 |
Other Intangible Assets, net _2
Other Intangible Assets, net and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of identifiable intangible assets | The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class: September 30, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets Customer relationships $ 7,481.8 $ (700.9) $ 6,780.9 $ 8,279.1 $ (514.8) $ 7,764.3 Databases and content 2,636.0 (724.5) 1,911.5 2,577.1 (591.0) 1,986.1 Computer software 725.3 (378.7) 346.6 733.1 (320.1) 413.0 Trade names 59.9 (17.3) 42.6 62.1 (10.5) 51.6 Backlog 28.7 (18.3) 10.4 29.1 (13.0) 16.1 Finite-lived intangible assets 10,931.7 (1,839.7) 9,092.0 11,680.5 (1,449.4) 10,231.1 Indefinite-lived intangible assets Trade names 156.9 — 156.9 161.3 — 161.3 Total intangible assets $ 11,088.6 $ (1,839.7) $ 9,248.9 $ 11,841.8 $ (1,449.4) $ 10,392.4 |
Schedule of weighted-average amortization period for finite-lived intangible assets | |
Schedule of estimated amortization for five succeeding years | |
Schedule of change in the carrying amount of goodwill | The change in the carrying amount of goodwill is shown below: A&G LS&H IP Consolidated Total Balance as of December 31, 2021 (1) $ 2,862.6 $ 1,177.3 $ 3,865.0 $ 7,904.9 Acquisition measurement period adjustments 2.9 3.1 — 6.0 Transferred to Assets held for sale (2) — — (42.8) (42.8) Goodwill impairment (3) (1,745.8) — (2,662.1) (4,407.9) Impact of foreign currency fluctuations (4) (21.7) (4.6) (629.5) (655.8) Balance as of September 30, 2022 $ 1,098.0 $ 1,175.8 $ 530.6 $ 2,804.4 (1) The prior year amounts have been revised for a reclassification of allocated goodwill between reporting units. Refer to Note 18 - Segment Information for additional information. (2) Relates to the MarkMonitor domain management business divestiture classified as held-for-sale as of September 30, 2022. Refer to Note 5 - Assets Held for Sale and Divested Operations for additional information. (3) Accumulated goodwill impairment as of September 30, 2022 and December 31, 2021 was $4,407.9 and $0.0, respectively. The total goodwill impairment charge reflected in the Condensed Consolidated Statements of Operations was $4,448.6 for the three and nine months ended September 30, 2022. The difference represents the CTA impact for amounts recorded in subsidiaries with functional currencies other than USD. (4) The impact of foreign currency fluctuations was primarily driven by changes in the GBP/USD translation rate as of September 30, 2022 compared to December 31, 2021. Approximately half of the Company's Goodwill and Other intangible assets are denominated in GBP. In connection with the preparation of these Condensed Consolidated Financial Statements for the three months ended September 30, 2022, the Company identified the following possible impairment indicators: (i) worsening market considerations and macroeconomic conditions such as increasing inflationary pressures and rising interest rates and (ii) sustained declines in the Company's share price during the three months ended September 30, 2022. This coincided with the Company's change in organizational structure to realign its business segments based on the products we offer and the markets they serve. With these changes, the Company changed its reportable segments, operating segments, and reporting units (see Note 18 - Segment Information). As of a result of these third quarter events, the Company performed a quantitative interim goodwill impairment assessment over the Company's reporting units. The goodwill impairment assessment included an analysis on the Company's reporting units immediately before and immediately after the change. The Company estimated the fair value of each reporting unit using the income approach, and more specifically, the discounted cash flow model ("DCF"). The significant assumptions used in the DCF model included projected revenue growth rates and operating margins, tax rates, terminal values, and discount rates, among others, all of which require significant judgments by management. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy. Based on the quantitative analysis performed in connection with the Company's preparation of these Condensed Consolidated Financial Statements in the third quarter of 2022, the Company recorded a goodwill impairment charge of $4,407.9 as follows: (i) $1,745.8 related to the ProQuest reporting unit within the A&G segment; (ii) $2,569.1 related to the former IP Management reporting unit within the IP segment; and (iii) $93.0 related to the former Patent reporting unit within the IP segment. T he estimated fair value of each of the remaining reporting units exceeded their carrying values. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis | The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as at September 30, 2022 and December 31, 2021: September 30, 2022 Level 2 Level 3 Total Assets Interest rate swap asset - current $ 2.5 $ — $ 2.5 Interest rate swap asset - non-current 50.4 — 50.4 Total $ 52.9 $ — $ 52.9 Liabilities Warrant liability $ — $ 25.1 $ 25.1 CPA Global Equity Plan liability - current 7.9 — 7.9 Forward currency contracts liability - current 7.8 — 7.8 Total $ 15.7 $ 25.1 $ 40.8 December 31, 2021 Level 2 Level 3 Total Fair Value Assets Forward currency contracts asset - current $ 2.2 $ — $ 2.2 Interest rate swap asset - non-current 2.0 — 2.0 Total $ 4.2 $ — $ 4.2 Liabilities Warrant liability $ — $ 227.8 $ 227.8 CPA Global Equity Plan liability - current 152.4 — 152.4 Forward currency contracts liability - current 0.7 — 0.7 Total $ 153.1 $ 227.8 $ 380.9 Private Placement Warrants - The following table summarizes the changes in the Private Placement Warrants liability for the three and nine months ended September 30, 2022 and 2021: Balance at December 31, 2021 $ 227.8 Mark to market gain on financial instruments (100.4) Exercise of Private Placement Warrants — Balance at March 31, 2022 $ 127.4 Mark to market gain on financial instruments (49.0) Exercise of Private Placement Warrants — Balance at June 30, 2022 $ 78.4 Mark to market gain on financial instruments (53.3) Exercise of Private Placement Warrants — Balance at September 30, 2022 $ 25.1 Balance at December 31, 2020 $ 312.8 Mark to market gain on financial instruments (51.2) Exercise of Private Placement Warrants (3.6) Balance at March 31, 2021 $ 258.0 Mark to market loss on financial instruments 21.0 Exercise of Private Placement Warrants — Balance at June 30, 2021 $ 279.0 Mark to market gain on financial instruments (83.0) Exercise of Private Placement Warrants — Balance at September 30, 2021 $ 196.0 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of debt | Debt The following table is a summary of the Company’s debt: September 30, 2022 December 31, 2021 Type Maturity Effective Carrying Effective Carrying Senior Notes 2029 4.875 % $ 921.4 4.875 % $ 921.4 Senior Secured Notes 2028 3.875 % 921.2 3.875 % 921.2 Revolving Credit Facility 2027 5.965 % 175.0 3.359 % 175.0 Term Loan Facility 2026 6.115 % 2,797.4 3.860 % 2,818.8 Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0 Finance lease (1) 2023 3.800 % 29.3 3.800 % 30.8 Total debt outstanding 5,544.3 5,567.2 Debt issuance costs (40.5) (47.1) Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts (29.3) (33.2) Short-term debt, including current portion of Long-term debt (57.4) (30.6) Long-term debt, net of current portion and debt issuance costs $ 5,417.1 $ 5,456.3 (1) See Note 6 - Leases for additional information. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented: Three Months Ended September 30, 2022 2021 Subscription revenues $ 408.3 $ 246.5 Re-occurring revenues 102.7 110.4 Transactional and other revenues 125.0 85.3 Total revenues, gross 636.0 442.2 Deferred revenues adjustment (1) (0.3) (0.1) Total revenues, net $ 635.7 $ 442.1 (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. Nine Months Ended September 30, 2022 2021 (1) Subscription revenues $ 1,220.7 $ 728.9 Re-occurring revenues 329.2 333.6 Transactional and other revenues 435.5 258.2 Total revenues, gross 1,985.4 1,320.7 Deferred revenues adjustment (2) (0.9) (4.5) Total revenues, net $ 1,984.5 $ 1,316.2 (1) Certain prior period reported amounts have been reclassified to conform to current period presentation. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. The following table summarizes revenue by reportable segment for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Academia and Government $ 307.1 $ 102.3 $ 951.6 $ 303.3 Life Sciences and Healthcare 103.6 98.5 327.7 291.1 Intellectual Property 225.0 241.3 705.2 721.8 Total Revenues, net $ 635.7 $ 442.1 $ 1,984.5 $ 1,316.2 |
Schedule of contract balances | Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues Opening (January 1, 2022) $ 906.4 $ 1,030.4 $ 54.2 Closing (September 30, 2022) 748.6 857.8 37.7 Decrease / (increase) $ 157.8 $ 172.6 $ 16.5 Opening (January 1, 2021) $ 737.7 $ 707.3 $ 41.4 Closing (September 30, 2021) 610.8 579.9 44.9 Decrease / (increase) $ 126.9 $ 127.4 $ (3.5) |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Class of Treasury Stock | A summary of the ordinary shares repurchased and retired during the nine months ended September 30, 2022 is as follows: (in millions) Nine Months Ended September 30, 2022 Total number of shares repurchased 10.7 Average price paid per share $ 16.33 Total $ 175.0 Total shares retired 10.7 Average price paid per share $ 16.33 Total $ 175.0 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total share-based compensation expense for the three and nine months ended September 30, 2022 , and 2021 comprised of the following: Three Months Ended September 30, 2022 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 4.5 $ — $ (0.3) $ 4.2 Selling, general and administrative costs 0.3 13.7 1.1 0.2 15.3 Total share-based compensation expense $ 0.3 $ 18.2 $ 1.1 $ (0.1) $ 19.5 Nine Months Ended September 30, 2022 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 21.9 $ 0.2 $ 3.3 $ 25.4 Selling, general and administrative costs 0.3 42.9 3.0 6.9 53.1 Total share-based compensation expense $ 0.3 $ 64.8 $ 3.2 $ 10.2 $ 78.5 Three Months Ended September 30, 2021 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ — $ 3.9 $ 0.1 $ (0.4) $ 3.6 Selling, general and administrative costs — 7.0 1.0 (1.0) 7.0 Total share-based compensation expense $ — $ 10.9 $ 1.1 $ (1.4) $ 10.6 Nine Months Ended September 30, 2021 Stock Options RSUs PSUs CPA Global Equity Plan Total Cost of revenues $ 0.1 $ 12.1 $ 0.4 $ 21.9 $ 34.5 Selling, general and administrative costs 0.4 22.1 3.4 47.4 73.3 Total share-based compensation expense $ 0.5 $ 34.2 $ 3.8 $ 69.3 $ 107.8 |
Share-based Payment Arrangement, Activity | The following table summarizes the Company’s existing share-based compensation awards program activity for the nine months ended September 30, 2022, and 2021, respectively (in millions): Nine Months Ended September 30, 2022 Stock Options RSUs PSUs Balance at December 31, 2021 4.8 4.5 1.4 Granted — 9.9 1.2 Exercised/Vested (0.3) (2.5) — Forfeited/Unexercised (0.1) (0.6) (0.3) Balance at September 30, 2022 4.4 11.3 2.3 Total remaining unamortized compensation costs $ — $ 111.5 $ 7.9 Weighted average remaining service period 0 years 1.34 years 1.66 years Nine Months Ended September 30, 2021 Stock Options RSUs PSUs Balance at December 31, 2020 7.8 1.8 0.9 Granted — 2.9 0.5 Vested (2.7) (0.6) — Forfeited — (0.4) (0.1) Balance at September 30, 2021 5.1 3.7 1.3 Total remaining unamortized compensation costs $ — $ 50.5 $ 8.8 Weighted average remaining service period 0 years 1.20 years 1.81 years |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS computations for our common stock | The basic and diluted EPS computations for our ordinary shares are calculated as follows: Three Months Ended September 30, 2022 2021 Basic EPS Net income (loss) available to ordinary shareholders $ (4,415.5) $ 28.4 Dividends on preferred shares 18.9 22.4 Net income (loss) attributable to ordinary shares $ (4,434.4) $ 6.0 Basic weighted-average number of ordinary shares outstanding 673.6 634.5 Basic EPS $ (6.58) $ 0.01 Diluted EPS Net income (loss) attributable to ordinary shares $ (4,434.4) $ 6.0 Change in fair value of private placement warrants (49.0) (83.0) Net income (loss) attributable to ordinary shares, diluted $ (4,483.4) $ (77.0) Denominator: Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic 673.6 634.5 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 1.6 9.4 Diluted weighted-average number of ordinary shares outstanding 675.2 643.9 Diluted EPS $ (6.64) $ (0.12) Nine Months Ended September 30, 2022 2021 Basic EPS Net income (loss) available to ordinary shareholders $ (4,283.6) $ (159.1) Dividends on preferred shares 56.3 22.4 Net income (loss) attributable to ordinary shares $ (4,339.9) $ (181.5) Basic weighted-average number of ordinary shares outstanding 676.7 616.1 Basic EPS $ (6.41) $ (0.29) Diluted EPS Net income (loss) attributable to ordinary shares $ (4,339.9) $ (181.5) Change in fair value of private placement warrants (190.7) (113.2) Net income (loss) attributable to ordinary shares, diluted $ (4,530.6) $ (294.7) Denominator: Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic 676.7 616.1 Weighted-average effect of potentially dilutive shares to purchase ordinary shares 3.9 10.1 Diluted weighted-average number of ordinary shares outstanding 680.6 626.2 Diluted EPS $ (6.66) $ (0.47) |
Other Operating Income, Net (Ta
Other Operating Income, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of other operating income, net | Other Operating (Income) Expense, Net Other Operating (Income) Expense, Net , consisted of the following for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 2021 Net foreign exchange (gain) loss $ (30.0) $ (0.4) Miscellaneous (income) expense, net 3.4 4.8 Other operating (income) expense, net $ (26.6) $ 4.4 Nine Months Ended September 30, 2022 2021 Net foreign exchange (gain) loss $ (73.9) $ 15.4 Miscellaneous expense (income), net 9.0 4.3 Other operating (income) expense, net $ (64.9) $ 19.7 |
Product and Geographic Sales _2
Product and Geographic Sales Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by reportable segment | The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented: Three Months Ended September 30, 2022 2021 Subscription revenues $ 408.3 $ 246.5 Re-occurring revenues 102.7 110.4 Transactional and other revenues 125.0 85.3 Total revenues, gross 636.0 442.2 Deferred revenues adjustment (1) (0.3) (0.1) Total revenues, net $ 635.7 $ 442.1 (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. Nine Months Ended September 30, 2022 2021 (1) Subscription revenues $ 1,220.7 $ 728.9 Re-occurring revenues 329.2 333.6 Transactional and other revenues 435.5 258.2 Total revenues, gross 1,985.4 1,320.7 Deferred revenues adjustment (2) (0.9) (4.5) Total revenues, net $ 1,984.5 $ 1,316.2 (1) Certain prior period reported amounts have been reclassified to conform to current period presentation. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. The following table summarizes revenue by reportable segment for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Academia and Government $ 307.1 $ 102.3 $ 951.6 $ 303.3 Life Sciences and Healthcare 103.6 98.5 327.7 291.1 Intellectual Property 225.0 241.3 705.2 721.8 Total Revenues, net $ 635.7 $ 442.1 $ 1,984.5 $ 1,316.2 |
Schedule of Segment Reporting Information, by Segment | Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to net income for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Academia and Government $ 124.1 $ 59.7 $ 351.5 $ 169.0 Life Sciences and Healthcare 41.5 32.2 125.4 92.3 Intellectual Property 106.0 98.1 331.4 282.5 Total Adjusted EBITDA $ 271.6 $ 190.0 $ 808.3 $ 543.8 Provision for income taxes (22.1) (3.7) (48.9) (12.2) Depreciation and amortization (169.7) (130.7) (521.7) (392.6) Interest expense and amortization of debt discount, net (71.5) (65.3) (193.3) (141.2) Mark to market gain (loss) on financial instruments (1) 53.3 83.0 202.7 113.2 Deferred revenues adjustment (2) (0.3) (0.1) (0.9) (4.5) Transaction related costs (3) 3.7 (16.4) (8.1) (7.4) Share-based compensation expense (20.8) (10.6) (79.9) (107.7) Restructuring and impairment (4) (26.0) (7.1) (56.9) (125.7) Goodwill impairment (4,448.6) — (4,448.6) — Other (5) 14.9 (10.7) 63.7 (24.8) Net (loss) income $ (4,415.5) $ 28.4 $ (4,283.6) $ (159.1) Dividends on preferred shares (18.9) (22.4) (56.3) (22.4) Net (loss) income attributable to ordinary shares $ (4,434.4) $ 6.0 $ (4,339.9) $ (181.5) (1) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging . Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. (3) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. The nine months ended September 30, 2021 period also includes the mark-to-market adjustment gains on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (4) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment for further information. (5) Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving programs. Restructuring Programs Severance and Related Benefit Costs Costs Associated with Exit and Disposal Costs (1) Total Reserve Balance as of December 31, 2021 $ 28.3 $ 0.7 $ 29.0 Expenses recorded (2) 10.3 1.4 11.7 Payments made (23.7) (0.5) (24.2) Noncash items (0.1) 0.5 0.4 Reserve Balance as of March 31, 2022 $ 14.8 $ 2.1 $ 16.9 Expenses recorded (2) 12.1 7.1 19.2 Payments made (10.9) (2.2) (13.1) Noncash items (2.5) (5.9) (8.4) Reserve Balance as of June 30, 2022 $ 13.5 $ 1.1 $ 14.6 Expenses recorded 9.3 16.7 26.0 Payments made (9.0) (0.3) (9.3) Noncash items (1.1) (17.2) (18.3) Reserve Balance as of September 30, 2022 $ 12.7 $ 0.3 $ 13.0 Reserve Balance as of December 31, 2020 $ 25.7 $ 3.8 $ 29.5 Expenses recorded (2) 22.2 45.7 67.9 Payments made (15.9) (4.2) (20.1) Noncash items (1.4) (40.9) (42.3) Reserve Balance as of March 31, 2021 $ 30.6 $ 4.4 $ 35.0 Expenses recorded (2) 26.2 24.5 50.7 Payments made (10.6) (22.8) (33.4) Asset Impairment Charge — (2.7) (2.7) Reserve Balance as of June 30, 2021 $ 46.2 $ 3.4 $ 49.6 Expenses recorded 2.7 4.4 7.1 Payments made (13.7) (2.0) (15.7) Asset Impairment Charge — (0.8) (0.8) Reserve Balance as of September 30, 2021 $ 35.2 $ 5.0 $ 40.2 (1) Relates primarily to lease exit costs and legal and advisory fees. Certain prior period amounts were revised for both the three months ended March 31, 2021 and June 30, 2021 to properly reflect certain cash payments previously omitted or classified as Noncash items. (2) Expenses include the acceleration of phantom equity awards under the CPA Global Equity Plan that were held by employees whose employment was involuntarily terminated. These expenses will be paid in cash and are accounted for as a liability award. The following table is a summary of charges incurred related to the Company's restructuring programs for the three and nine months ended September 30, 2022 and 2021 . Three Months Ended September 30, 2022 2021 Severance and related benefit costs $ 9.3 $ 2.7 Costs associated with exit and disposal activities (1) 0.1 3.4 Costs associated with lease exit costs including impairment (2) 16.6 1.0 Total restructuring and impairment $ 26.0 $ 7.1 Nine Months Ended September 30, 2022 2021 Severance and related benefit costs $ 31.8 $ 51.2 Costs associated with exit and disposal activities (1) 2.1 5.6 Costs associated with lease exit costs including impairment (2) 23.0 68.9 Total restructuring and impairment $ 56.9 $ 125.7 (1) Relates primarily to contract exit costs, legal and advisory fees. (2) Relates primarily to lease exit costs. Lease Impairments The Company evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the assets group. An impairment charge is recorded in the excess of each operating lease ROU asset's carrying amount over its estimated fair value. In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the nine months ended September 30, 2022 and 2021. As a result, the Company recorded a non-cash impairment charge to restructuring and impairment within the Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows of $16.1 and $0.8 for the three months ended September 30, 2022 and 2021, respectively, and $22.3 and $51.0 for the nine months ended September 30, 2022 and 2021, respectively. Additionally, the Company incurred $0.0 and $0.2 in lease termination fees during the three months ended September 30, 2022 and 2021, respectively, and $0.4 and $3.3 during the nine months ended September 30, 2022 and 2021, respectively. |
Background and Nature of Oper_2
Background and Nature of Operations - Sale of Stock (Details) shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2021 shares | Jun. 30, 2021 shares | Mar. 31, 2021 shares | Sep. 30, 2022 segment | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of reportable segments | segment | 3 | ||||
Preferred stock, dividend rate, percentage | 5.25% | ||||
Preferred Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued (in shares) | 14.4 | ||||
Preferred stock, dividend rate, percentage | 5.25% | ||||
Ordinary Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of shares, net (in shares) | 206 | 4.4 | |||
Over-Allotment Option | Preferred Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued (in shares) | 1.9 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Purchase price, net of cash | $ 4,994.3 | ||||
ProQuest | |||||
Business Acquisition [Line Items] | |||||
Percentage of ownership acquired | 100% | ||||
Purchase price, net of cash | $ 5,002.3 | ||||
Cash acquired | 52.5 | ||||
Clarivate stock to be issued | $ 1,094.9 | ||||
Newly issued ordinary shares (in shares) | 46.9 | ||||
Cash consideration | $ 3,959.9 | ||||
Liabilities incurred | 917.5 | ||||
Transaction costs | $ 3.3 | $ 13.1 | $ 12.6 | $ 25.2 | |
Total consideration | $ 5,054.8 |
Business Combinations - Purchas
Business Combinations - Purchase Price Composition (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Dec. 01, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Total purchase price, net of cash acquired | $ 4,994.3 | |||||
Share price (in dollars per share) | $ 23.34 | |||||
Restricted cash | $ 8.6 | $ 156.7 | $ 1,857.6 | $ 14.7 | ||
ProQuest | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued ordinary shares (in shares) | 46.9 | |||||
Issuance of shares | $ 1,094.9 | |||||
Cash consideration | 3,959.9 | |||||
Total purchase price | 5,054.8 | |||||
Cash acquired | 52.5 | |||||
Total purchase price, net of cash acquired | 5,002.3 | |||||
Base cash consideration | 3,988 | |||||
Working capital adjustments | 31.7 | |||||
Closing indebtedness adjustments | 36.6 | |||||
Closing cash consideration | 40.2 | |||||
Restricted cash | $ 2 |
Business Combinations - Purch_2
Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Millions | 9 Months Ended | 10 Months Ended | ||
Dec. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Purchase price, net of cash | $ 4,994.3 | |||
Goodwill | $ 2,804.4 | $ 2,804.4 | $ 7,904.9 | |
Measurement Period Adjustments, Goodwill | 6 | |||
ProQuest | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 113.5 | 114.7 | 114.7 | |
Measurement Period Adjustments, Accounts receivable | 1.2 | |||
Prepaid expenses | 22.3 | 23.2 | 23.2 | |
Measurement Period Adjustments, Prepaid expense | 0.9 | |||
Other current assets | 23.7 | 23.7 | 23.7 | |
Property and equipment, net | 62.3 | 65.2 | 65.2 | |
Measurement Period Adjustments, Property, and equipment, net | 2.9 | |||
Other intangible assets | 3,534.7 | 3,533.7 | 3,533.7 | |
Measurement Period Adjustments, Other intangible assets | (1) | |||
Other non-current assets | 18 | 18 | 18 | |
Deferred income taxes | 3.5 | 3.5 | 3.5 | |
Operating lease right-of-use assets | 28.4 | 28.4 | 28.4 | |
Total assets | 3,806.4 | 3,810.4 | 3,810.4 | |
Measurement Period Adjustments, Total assets | 4 | |||
Accounts payable | 17.1 | 17.1 | 17.1 | |
Accrued expenses and other current liabilities | 136.8 | 133.2 | 133.2 | |
Measurement Period Adjustments, Adjustment, Accrued expenses and other current liabilities | (3.6) | |||
Current portion of long-term debt | 1.1 | 1.1 | 1.1 | |
Current portion of deferred revenue | 335.2 | 335.2 | 335.2 | |
Current portion of operating lease liabilities | 8 | 8 | 8 | |
Long-term debt | 33.4 | 33.4 | 33.4 | |
Deferred income taxes | 58.6 | 58.9 | 58.9 | |
Measurement Period Adjustments, Deferred income taxes | 0.3 | |||
Non-current portion of deferred revenue | 6.8 | 6.8 | 6.8 | |
Other non-current liabilities | 89.2 | 91.3 | 91.3 | |
Measurement Period Adjustments, Other non-current liabilities | 2.1 | |||
Operating lease liabilities | 23.1 | 23.1 | 23.1 | |
Total liabilities | 709.3 | 708.1 | 708.1 | |
Measurement Period Adjustments, Total liabilities | (1.2) | |||
Fair value of acquired identifiable assets and liabilities | 3,097.1 | 3,102.3 | 3,102.3 | |
Measurement Period Adjustments, Fair value of acquired identifiable assets and liabilities | 5.2 | 5.2 | ||
Purchase price, net of cash | 5,002.3 | |||
Fair value of acquired identifiable assets and liabilities, Purchase price, net of cash | 8 | |||
Goodwill | 1,897.2 | $ 1,900 | 1,900 | |
Measurement Period Adjustments, Goodwill | $ 2.8 | |||
Valued intangible assets | 3,528 | |||
Intangible assets under construction | $ 6.7 |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) - ProQuest $ in Millions | Dec. 01, 2021 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 3,528 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 2,773 |
Customer relationships | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Range of Years | 17 years |
Customer relationships | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Range of Years | 23 years |
Technology & databases | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 709.3 |
Technology & databases | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Range of Years | 5 years |
Technology & databases | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Range of Years | 17 years |
Trade names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 45.7 |
Trade names | Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Range of Years | 2 years |
Trade names | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Range of Years | 10 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - ProQuest - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro forma revenues, net | $ 663.4 | $ 1,992.6 |
Pro forma net loss attributable to the Company's shareholders | $ 56.3 | $ (159.5) |
Assets Held for Sale and Dive_3
Assets Held for Sale and Divested Operations (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Current assets: | |
Goodwill | $ 42.8 |
Disposal Group, Held-for-sale, Not Discontinued Operations | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Purchase price | 302.5 |
Current assets | 21.8 |
Long-term assets | 56.5 |
Current liabilities | 47.7 |
Long-term liabilities | 10.6 |
Current assets: | |
Accounts receivable, net | 12.5 |
Prepaid expenses | 4.3 |
Other current assets | 2.4 |
Total current assets | 21.8 |
Other intangible assets, net | 10.6 |
Goodwill | 42.8 |
Other non-current assets | 0.8 |
Deferred income taxes | 2.3 |
Total Assets held for sale | 78.3 |
Current liabilities: | |
Accounts payable | 0.3 |
Accrued expenses and other current liabilities | 2.7 |
Current portion of deferred revenues | 44.7 |
Total current liabilities | 47.7 |
Non-current portion of deferred revenues | 10.3 |
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities | 0.3 |
Total Liabilities held for sale | 58.3 |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ 2.6 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Sublease income | $ 0.7 | $ 0.8 | $ 2.2 | $ 2.3 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Capital office leases - finance lease asset | $ 7.2 | $ 7.2 | $ 30.5 | ||
Total property and equipment, gross | 108.1 | 108.1 | 124.6 | ||
Accumulated depreciation | (51.2) | (51.2) | (40.8) | ||
Total property and equipment, net | 56.9 | 56.9 | 83.8 | ||
Depreciation | 8.6 | $ 2.6 | 29 | $ 9.2 | |
Impairment of Leasehold | 0 | $ 0.3 | 0 | $ 5.5 | |
Finance Lease, Impairment Loss | 13.8 | 13.8 | |||
Computer hardware | |||||
Property, Plant and Equipment [Line Items] | |||||
Total computer hardware and other property | 44.6 | 44.6 | 45.5 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total computer hardware and other property | 15.6 | 15.6 | 11.6 | ||
Furniture, fixtures and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total computer hardware and other property | 38.8 | 38.8 | 34.7 | ||
Other | |||||
Property, Plant and Equipment [Line Items] | |||||
Total computer hardware and other property | $ 1.9 | $ 1.9 | $ 2.3 |
Other Intangible Assets, net _3
Other Intangible Assets, net and Goodwill - Intangible Assets by Major Class (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | $ 10,931.7 | $ 11,680.5 |
Finite-lived intangible assets, Accumulated Amortization | (1,839.7) | (1,449.4) |
Finite-lived intangible assets, Net | 9,092 | 10,231.1 |
Total intangible assets, Gross | 11,088.6 | 11,841.8 |
Total intangible assets, Net | 9,248.9 | 10,392.4 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 156.9 | 161.3 |
Customer relationships | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 7,481.8 | 8,279.1 |
Finite-lived intangible assets, Accumulated Amortization | (700.9) | (514.8) |
Finite-lived intangible assets, Net | 6,780.9 | 7,764.3 |
Databases and content | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 2,636 | 2,577.1 |
Finite-lived intangible assets, Accumulated Amortization | (724.5) | (591) |
Finite-lived intangible assets, Net | 1,911.5 | 1,986.1 |
Computer software | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 725.3 | 733.1 |
Finite-lived intangible assets, Accumulated Amortization | (378.7) | (320.1) |
Finite-lived intangible assets, Net | 346.6 | 413 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 59.9 | 62.1 |
Finite-lived intangible assets, Accumulated Amortization | (17.3) | (10.5) |
Finite-lived intangible assets, Net | 42.6 | 51.6 |
Backlog | ||
Goodwill And Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross | 28.7 | 29.1 |
Finite-lived intangible assets, Accumulated Amortization | (18.3) | (13) |
Finite-lived intangible assets, Net | $ 10.4 | $ 16.1 |
Other Intangible Assets, net _4
Other Intangible Assets, net and Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Line Items] | ||||
Amortization of intangible assets | $ 161.1 | $ 128.1 | $ 492.7 | $ 383.4 |
Goodwill impairment charge | 4,407.9 | 4,407.9 | ||
Academia & Government | ||||
Goodwill [Line Items] | ||||
Goodwill impairment charge | 1,745.8 | 1,745.8 | ||
IP Segment | ||||
Goodwill [Line Items] | ||||
Goodwill impairment charge | $ 2,662.1 | |||
IP Segment | IP Management | ||||
Goodwill [Line Items] | ||||
Goodwill impairment charge | 2,569.1 | |||
IP Segment | Patent | ||||
Goodwill [Line Items] | ||||
Goodwill impairment charge | $ 93 |
Other Intangible Assets, net _5
Other Intangible Assets, net and Goodwill - Change in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 7,904.9 | |
Acquisition measurement period adjustments | 6 | |
Goodwill | $ (42.8) | (42.8) |
Goodwill impairment(3) | (4,407.9) | (4,407.9) |
Impact of foreign currency fluctuations(4) | (655.8) | |
Goodwill, Ending Balance | 2,804.4 | 2,804.4 |
Goodwill, impairment loss | 4,448.6 | 4,448.6 |
Academia & Government | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 2,862.6 | |
Acquisition measurement period adjustments | 2.9 | |
Goodwill impairment(3) | (1,745.8) | (1,745.8) |
Impact of foreign currency fluctuations(4) | (21.7) | |
Goodwill, Ending Balance | 1,098 | 1,098 |
Life Sciences and Healthcare | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 1,177.3 | |
Acquisition measurement period adjustments | 3.1 | |
Impact of foreign currency fluctuations(4) | (4.6) | |
Goodwill, Ending Balance | 1,175.8 | 1,175.8 |
Life Sciences and Healthcare | Discontinued Operations, Disposed of by Sale | Brand Protection, AntiPiracy, and AntiFraud Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill impairment(3) | 0 | |
IP Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 3,865 | |
Acquisition measurement period adjustments | 0 | |
Goodwill | (42.8) | (42.8) |
Goodwill impairment(3) | (2,662.1) | |
Impact of foreign currency fluctuations(4) | (629.5) | |
Goodwill, Ending Balance | $ 530.6 | $ 530.6 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 04, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | May 01, 2019 | |
Derivative Instruments | ||||||||
(Loss) gains from the mark to market adjustment | $ (9.4) | $ (4) | ||||||
Interest rate swap asset | ||||||||
Derivative Instruments | ||||||||
Interest payments | $ 779.8 | $ 350 | $ 100 | |||||
Interest rate swap asset - non-current | $ 52.9 | 52.9 | $ 2 | |||||
Foreign Exchange Contract | ||||||||
Derivative Instruments | ||||||||
(Loss) gains from the mark to market adjustment | (3.7) | $ (5.8) | (9.4) | $ (4) | ||||
Notional values | 171.8 | $ 171.8 | 216.7 | |||||
Foreign Exchange Contract | Maximum | ||||||||
Derivative Instruments | ||||||||
Term of contract | 180 days | |||||||
Foreign exchange forward | ||||||||
Derivative Instruments | ||||||||
Interest rate swap asset - non-current | 0 | $ 0 | 2.2 | |||||
Interest rate swap liability | $ 7.8 | $ 7.8 | $ 0.7 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities that were recognized at fair value on a recurring basis (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities | ||||||||
Warrant liability | $ 25.1 | $ 227.8 | ||||||
Recurring | ||||||||
Assets | ||||||||
Total | 52.9 | 4.2 | ||||||
Liabilities | ||||||||
Warrant liability | 25.1 | 227.8 | ||||||
CPA Global Equity Plan liability - current | 7.9 | 152.4 | ||||||
Total | 40.8 | 380.9 | ||||||
Recurring | Level 2 | ||||||||
Assets | ||||||||
Total | 52.9 | 4.2 | ||||||
Liabilities | ||||||||
CPA Global Equity Plan liability - current | 7.9 | 152.4 | ||||||
Total | 15.7 | 153.1 | ||||||
Recurring | Level 3 | ||||||||
Liabilities | ||||||||
Warrant liability | 25.1 | $ 78.4 | $ 127.4 | 227.8 | $ 196 | $ 279 | $ 258 | $ 312.8 |
Total | 25.1 | 227.8 | ||||||
Foreign exchange forward | ||||||||
Assets | ||||||||
Interest rate swap asset - non-current | 0 | 2.2 | ||||||
Foreign exchange forward | Recurring | ||||||||
Assets | ||||||||
Forward currency contracts asset | 2.2 | |||||||
Liabilities | ||||||||
Forward currency contracts liability - current | 7.8 | 0.7 | ||||||
Foreign exchange forward | Recurring | Level 2 | ||||||||
Assets | ||||||||
Forward currency contracts asset | 2.2 | |||||||
Liabilities | ||||||||
Forward currency contracts liability - current | 7.8 | 0.7 | ||||||
Interest rate swap asset | ||||||||
Assets | ||||||||
Interest rate swap asset - non-current | 52.9 | 2 | ||||||
Interest rate swap asset | Recurring | ||||||||
Assets | ||||||||
Derivative Asset, Current | 2.5 | |||||||
Derivative Asset, Noncurrent | 50.4 | |||||||
Interest rate swap asset - non-current | 2 | |||||||
Interest rate swap asset | Recurring | Level 2 | ||||||||
Assets | ||||||||
Derivative Asset, Current | 2.5 | |||||||
Derivative Asset, Noncurrent | $ 50.4 | |||||||
Interest rate swap asset - non-current | $ 2 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Private Placement Warrants Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | $ 227.8 | $ 227.8 | ||||||
Mark to market gain on financial instruments | $ (53.3) | $ (83) | (202.7) | $ (113.2) | ||||
Exercise of Private Placement Warrants | $ (3.6) | |||||||
Ending balance | 25.1 | 25.1 | ||||||
Recurring | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 227.8 | 227.8 | ||||||
Ending balance | 25.1 | 25.1 | ||||||
Level 3 | Recurring | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Beginning balance | 78.4 | $ 127.4 | 227.8 | 279 | $ 258 | 312.8 | 227.8 | 312.8 |
Ending balance | 25.1 | 78.4 | 127.4 | 196 | 279 | 258 | $ 25.1 | $ 196 |
Level 3 | Recurring | Private Warrant | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||
Mark to market gain on financial instruments | (53.3) | $ (49) | (100.4) | (83) | $ 21 | (51.2) | ||
Exercise of Private Placement Warrants | $ 0 | $ 0 | $ 0 | $ (3.6) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Impairment charge on right-of-use assets | $ 2.3 | $ 0.8 | $ 8.5 | $ 51 |
Lease termination fees | $ 0 | $ 0.2 | $ 0.4 | $ 3.3 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Payables and Accruals [Abstract] | |||
Employee related accruals | $ 107.5 | $ 150.6 | |
Accrued Liabilities and Other Liabilities, Total | 416.7 | 529 | |
Reserve for probable claims | 55 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Accrued expenses and other current liabilities | 416.7 | 529 | |
Employee related accruals | 107.5 | $ 150.6 | |
Reserve for probable claims | 55 | ||
Preferred Shares | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares | $ 6.2 | $ 6.3 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | 1 Months Ended | ||||
Nov. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Finance lease, Effective Interest Rate | 3.80% | 3.80% | |||
Finance Lease | $ 29.3 | $ 30.8 | |||
Total debt outstanding | 5,544.3 | 5,567.2 | |||
Debt issuance costs | (40.5) | (47.1) | |||
Term Loan Facility, discount | (29.3) | (33.2) | |||
Long-term Debt and Lease Obligation, Current | 57.4 | 30.6 | |||
Long-term debt | $ 5,417.1 | $ 5,456.3 | |||
Proceeds from Lines of Credit | $ 175 | ||||
New Senior Unsecured Notes 2029 | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 4.875% | 4.875% | 4.875% | ||
Debt outstanding, excluding finance leases | $ 921.4 | $ 921.4 | |||
New Senior Secured Notes 2028 | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 3.875% | 3.875% | 3.875% | ||
Debt outstanding, excluding finance leases | $ 921.2 | $ 921.2 | |||
Senior Unsecured Notes 2026 | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 4.50% | 4.50% | |||
Debt outstanding, excluding finance leases | $ 700 | $ 700 | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 6.115% | 3.86% | |||
Debt outstanding, excluding finance leases | $ 2,797.4 | $ 2,818.8 | $ 2,860 | ||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 5.965% | 3.359% | |||
Debt outstanding, excluding finance leases | $ 175 | $ 175 |
Debt - Senior Secured Notes due
Debt - Senior Secured Notes due 2026 (Details) - USD ($) $ in Millions | Oct. 31, 2019 | Sep. 30, 2022 | Dec. 31, 2021 |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 2,860 | $ 2,797.4 | $ 2,818.8 |
Interest Rate | 6.115% | 3.86% | |
Redemption (as a percent) | 0.25% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 175 | $ 175 | |
Interest Rate | 5.965% | 3.359% | |
Sublimit | $ 750 | ||
Letter of credit | |||
Debt Instrument [Line Items] | |||
Sublimit | $ 80 |
Debt - The Credit Facilities (D
Debt - The Credit Facilities (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Nov. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Debt Issuance Costs, Net | $ 40.5 | $ 47.1 | ||
Proceeds from Lines of Credit | $ 175 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Collateralized amount | 9.2 | |||
Letter of credit | ||||
Debt Instrument [Line Items] | ||||
Collateralized amount | 0.8 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 175 | 175 | ||
Sublimit | $ 750 | |||
Interest rate annual adjustment | 3.25% | |||
Commitment fee percentage | 0.50% | |||
Line of Credit Facility, Increase (Decrease), Net | 400 | |||
Revolving Credit Facility | First Lien Leverage Ratios | ||||
Debt Instrument [Line Items] | ||||
Interest rate annual adjustment | 2.75% | |||
Commitment fee percentage | 0.375% | |||
Revolving Credit Facility | Prime | ||||
Debt Instrument [Line Items] | ||||
Interest rate spread | 2.25% | |||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Interest rate spread | 0.10% | |||
Letter of credit | ||||
Debt Instrument [Line Items] | ||||
Sublimit | $ 80 | |||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 2,860 | 2,797.4 | $ 2,818.8 | |
Redemption (as a percent) | 0.25% | |||
Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Collateralized amount | $ 10.5 |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (2029) and Senior Secured Notes (2028) (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 0 | $ 157.4 | ||
New Senior Secured Notes 2028 | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 921.2 | $ 921.2 | ||
Effective Interest Rate | 3.875% | 3.875% | 3.875% | |
Debt face amount | $ 921.2 | |||
New Senior Unsecured Notes 2029 | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 921.4 | $ 921.4 | ||
Effective Interest Rate | 4.875% | 4.875% | 4.875% | |
Debt face amount | $ 921.4 |
Debt - Fair Value (Details)
Debt - Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 5,011.8 | $ 5,595.5 |
Debt - Summary of Outstanding B
Debt - Summary of Outstanding Borrowings (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Total debt outstanding | $ 5,544.3 | $ 5,567.2 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenues and Cost to Obtain a Contract (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of revenues | ||||
Total revenues, gross | $ 636 | $ 442.2 | $ 1,985.4 | $ 1,320.7 |
Deferred revenues adjustment | 872.8 | 485.7 | ||
Total revenues, net | 635.7 | 442.1 | 1,984.5 | 1,316.2 |
Contract with Customer, Liability, Adjustments | (0.3) | (0.9) | ||
Subscription revenues | ||||
Disaggregation of revenues | ||||
Total revenues, gross | 408.3 | 246.5 | 1,220.7 | 728.9 |
Transaction revenues | ||||
Disaggregation of revenues | ||||
Total revenues, gross | 125 | 85.3 | 435.5 | 258.2 |
Re-occurring Revenues | ||||
Disaggregation of revenues | ||||
Total revenues, gross | $ 102.7 | 110.4 | $ 329.2 | 333.6 |
Contract with Customer, Liability, Adjustments | $ (0.1) | $ (4.5) |
Revenue - Contract Balances and
Revenue - Contract Balances and Transaction Price Allocated to the Remaining Performance Obligation (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable | ||
Accounts Receivables - Opening | $ 906.4 | $ 737.7 |
Accounts Receivables - Closing | 748.6 | 610.8 |
Increase (Decrease) in Accounts and Other Receivables | 157.8 | 126.9 |
Current portion of deferred revenues | ||
Current portion of deferred revenues - Opening | 1,030.4 | 707.3 |
Current portion of deferred revenues - Closing | 857.8 | 579.9 |
Decrease / (increase) | 172.6 | 127.4 |
Non-current portion of deferred revenues | ||
Non-current portion of deferred revenues - Opening | 54.2 | 41.4 |
Non-current portion of deferred revenues - Closing | 37.7 | 44.9 |
Decrease / (increase) | 16.5 | (3.5) |
Contract with Customer, Liability, Revenue Recognized | $ 872.8 | $ 485.7 |
Revenue - Transaction Price All
Revenue - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, amount | $ 116.7 |
Remaining performance obligation, greater than one year, percentage | 46% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 54% |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 24% |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 15% |
Expected timing of satisfaction, period | 3 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-10-01 | |
Transaction Price Allocated to the Remaining Performance Obligation | |
Remaining performance obligation, percentage | 7% |
Expected timing of satisfaction, period | 5 years |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Oct. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 07, 2022 | Aug. 31, 2021 | Jun. 14, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Ordinary shares, issued (in shares) | 674,166,494 | 674,166,494 | 683,139,210 | |||||||||||||
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 | $ 0 | |||||||||||||
Treasury shares (in shares) | 365,014 | 365,014 | 547,136 | |||||||||||||
Preferred stock, dividend rate, percentage | 5.25% | |||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 100 | |||||||||||||||
Shares issued as dividends on our 5.25% Series A Mandatory Convertible Preferred Shares | $ 0 | $ 16.1 | ||||||||||||||
Treasury stock sold, average cost per share (in dollars per share) | $ 9.60 | $ 15.01 | ||||||||||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ 30.99 | $ 16.33 | ||||||||||||||
Stock repurchase program, authorized amount | $ 1,000 | $ 250 | ||||||||||||||
Stock repurchased and retired (in shares) | 10,700,000 | |||||||||||||||
Treasury Stock Retired, Average Cost Per Share | $ 16.33 | |||||||||||||||
Stock repurchased and retired | $ 0 | $ 0 | $ 175 | $ 5,117.4 | ||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 825 | $ 825 | ||||||||||||||
Repurchase of ordinary shares (in shares) | 10,700,000 | |||||||||||||||
Treasury Stock, Common, Value | $ 11.3 | $ 11.3 | $ 16.9 | |||||||||||||
Ordinary shares, outstanding (in shares) | 673,801,480 | 673,801,480 | 683,139,210 | |||||||||||||
Treasury stock sold at lower than repurchase price | $ (1.3) | $ (0.3) | $ (0.6) | |||||||||||||
Sale of treasury shares (in shares) | 140,400 | 41,700 | ||||||||||||||
Common Stock, Voting Rights | one | |||||||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 108.6 | $ 66.4 | $ 175 | |||||||||||||
CPA Global | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Newly issued ordinary shares (in shares) | 1,500,000 | |||||||||||||||
Newly issued ordinary shares, value | $ 43.9 | |||||||||||||||
Decision Resources Group | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Newly issued ordinary shares (in shares) | 2,900,000 | 2,900,000 | ||||||||||||||
Newly issued ordinary shares, value | $ 61.6 | $ 61.6 | ||||||||||||||
Treasury Stock | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Treasury shares (in shares) | 6,300,000 | 6,300,000 | 400,000 | 500,000 | 2,500,000 | 6,300,000 | 6,300,000 | 400,000 | 6,300,000 | 500,000 | 6,300,000 | |||||
Stock repurchased and retired (in shares) | 8,600,000 | 2,100,000 | ||||||||||||||
Stock repurchased and retired | $ (141.7) | $ (33.3) | ||||||||||||||
Repurchase of ordinary shares (in shares) | 6,600,000 | 4,100,000 | ||||||||||||||
Treasury Stock, Value | $ 196 | $ 196 | $ 11.3 | $ 15.6 | $ 48.7 | $ 196 | $ 196 | $ 11.3 | $ 196 | $ 16.9 | $ 196 | |||||
Treasury stock sold at lower than repurchase price | $ (4.3) | $ 0 | $ (1.3) | |||||||||||||
Sale of treasury shares (in shares) | (100,000) | 0 | 0 | |||||||||||||
Treasury Stock, Value, Acquired, Par Value Method | $ 108.6 | $ 66.4 | ||||||||||||||
Accumulated Deficit | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Stock repurchased and retired | 9.2 | (1.5) | $ 7.7 | |||||||||||||
Treasury stock sold at lower than repurchase price | $ 3 | $ (0.3) | $ 0.7 | |||||||||||||
Ordinary Shares | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Dividends to preferred shareholders (in shares) | 0 | 0 | 0 | 700,000 | ||||||||||||
Stock repurchased and retired (in shares) | 0 | 0 | ||||||||||||||
Stock repurchased and retired | $ 132.5 | $ 34.8 | ||||||||||||||
Repurchase of ordinary shares (in shares) | 6,600,000 | 4,100,000 | ||||||||||||||
Ordinary shares, outstanding (in shares) | 641,400,000 | 611,300,000 | 673,800,000 | 673,300,000 | 679,000,000 | 639,700,000 | 641,400,000 | 673,800,000 | 639,700,000 | 683,100,000 | 606,300,000 | |||||
Sale of treasury shares (in shares) | 100,000 | 0 | 0 | |||||||||||||
Preferred Shares | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Number of shares issued (in shares) | 14,400,000 | |||||||||||||||
Preferred stock, dividend rate, percentage | 5.25% | |||||||||||||||
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares | $ 6.2 | $ 6.3 | $ 6.2 | $ 6.3 | ||||||||||||
Preferred Shares | Over-Allotment Option | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Number of shares issued (in shares) | 1,900,000 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | $ 19.5 | $ 10.6 | $ 78.5 | $ 107.8 |
Incentive Award Plan 2019 | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock options not granted | 31.2 | 31.2 | ||
RSUs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | $ 18.2 | $ 10.9 | $ 64.8 | $ 34.2 |
RSUs and PSUs | ||||
Beginning of year | 4.5 | 1.8 | ||
Granted (in shares) | 9.9 | 2.9 | ||
Exercised/Vested (in share) | (2.5) | (0.6) | ||
Forfeited/Unexercised (in shares) | (0.6) | (0.4) | ||
End of year | 11.3 | 3.7 | 11.3 | 3.7 |
Total remaining unearned compensation costs, RSUs and PSUs | $ 111.5 | $ 50.5 | $ 111.5 | $ 50.5 |
Recognition period of unrecognized compensation cost | 1 year 4 months 2 days | 1 year 2 months 12 days | ||
PSUs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | $ 1.1 | $ 1.1 | $ 3.2 | $ 3.8 |
RSUs and PSUs | ||||
Beginning of year | 1.4 | 0.9 | ||
Granted (in shares) | 1.2 | 0.5 | ||
Exercised/Vested (in share) | 0 | 0 | ||
Forfeited/Unexercised (in shares) | (0.3) | (0.1) | ||
End of year | 2.3 | 1.3 | 2.3 | 1.3 |
Total remaining unearned compensation costs, RSUs and PSUs | $ 7.9 | $ 8.8 | $ 7.9 | $ 8.8 |
Recognition period of unrecognized compensation cost | 1 year 7 months 28 days | 1 year 9 months 21 days | ||
Phantom Share Units (PSUs) | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | (0.1) | (1.4) | $ 10.2 | $ 69.3 |
Stock Options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | $ 0.3 | $ 0 | $ 0.3 | $ 0.5 |
Stock Options | ||||
Outstanding at beginning of year | 4.8 | 7.8 | ||
Granted (in shares) | 0 | 0 | ||
Exercised/Vested (in share) | (0.3) | (2.7) | ||
Forfeited/Unexercised (in shares) | (0.1) | 0 | ||
Outstanding at end of year | 4.4 | 5.1 | 4.4 | 5.1 |
RSUs and PSUs | ||||
Total remaining unearned compensation costs, Stock Options | $ 0 | $ 0 | $ 0 | $ 0 |
Recognition period of unrecognized compensation cost | 0 years | 0 years | ||
Cost of revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | 4.2 | 3.6 | $ 25.4 | $ 34.5 |
Cost of revenues | RSUs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | 4.5 | 3.9 | 21.9 | 12.1 |
Cost of revenues | PSUs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | 0 | 0.1 | 0.2 | 0.4 |
Cost of revenues | Phantom Share Units (PSUs) | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | (0.3) | (0.4) | 3.3 | 21.9 |
Cost of revenues | Stock Options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | 0 | 0 | 0 | 0.1 |
Selling, general and administrative costs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | 15.3 | 7 | 53.1 | 73.3 |
Selling, general and administrative costs | RSUs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | 13.7 | 7 | 42.9 | 22.1 |
Selling, general and administrative costs | PSUs | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | 1.1 | 1 | 3 | 3.4 |
Selling, general and administrative costs | Phantom Share Units (PSUs) | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | 0.2 | (1) | 6.9 | 47.4 |
Selling, general and administrative costs | Stock Options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense, after Tax | $ 0.3 | $ 0 | $ 0.3 | $ 0.4 |
Income Taxes - Income tax (bene
Income Taxes - Income tax (benefit)/expense on income/(loss)by jurisdiction (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred | ||||
Income tax expense | $ (22.1) | $ (3.7) | $ (48.9) | $ (12.2) |
Income Taxes - Components of pr
Income Taxes - Components of pre-tax loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before income taxes | $ (4,393.4) | $ 32.1 | $ (4,234.7) | $ (146.9) |
Income Tax Disclosure [Line Items] | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (4,393.4) | $ 32.1 | $ (4,234.7) | $ (146.9) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the statutory tax rate to effective tax rate (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Loss before tax: | $ (4,393.4) | $ 32.1 | $ (4,234.7) | $ (146.9) |
RATE | ||||
Effective rate | (0.50%) | 11.50% | (1.20%) | (8.30%) |
Income Tax Expense (Benefit) | $ 22.1 | $ 3.7 | $ 48.9 | $ 12.2 |
Income Tax Disclosure [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | (0.50%) | 11.50% | (1.20%) | (8.30%) |
Income taxes - Balance Sheet Pr
Income taxes - Balance Sheet Presentation (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Deferred income taxes | $ 23.7 | $ 27.9 |
Deferred income taxes | $ 350.5 | $ 380.1 |
Income Taxes Narratives (Detail
Income Taxes Narratives (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Percent | (0.50%) | 11.50% | (1.20%) | (8.30%) |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Basic weighted-average number of ordinary shares outstanding (in shares) | 673,553,256 | 634,508,967 | 676,732,992 | 616,135,071 |
Diluted weighted-average number of ordinary shares outstanding (in shares) | 675,179,693 | 643,902,777 | 680,617,434 | 626,180,258 |
Warrant and Share-Based Payment Arrangement | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 9,300,000 | 8,800,000 | 10,100,000 | 9,700,000 |
Preferred Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 55,300,000 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Basic EPS | ||||||||
Net income (loss) | $ (4,415.5) | $ 62.4 | $ 69.5 | $ 28.4 | $ (131.5) | $ (56) | $ (4,283.6) | $ (159.1) |
Dividends on preferred shares | 18.9 | 22.4 | 56.3 | 22.4 | ||||
Net income (loss) attributable to ordinary shares | $ (4,434.4) | $ 6 | $ (4,339.9) | $ (181.5) | ||||
Basic weighted-average number of ordinary shares outstanding (in shares) | 673,553,256 | 634,508,967 | 676,732,992 | 616,135,071 | ||||
Basic (usd per share) | $ (6.58) | $ 0.01 | $ (6.41) | $ (0.29) | ||||
Diluted EPS | ||||||||
Net income (loss) attributable to ordinary shares | $ (4,434.4) | $ 6 | $ (4,339.9) | $ (181.5) | ||||
Change in fair value of private placement warrants | (49) | (83) | (190.7) | (113.2) | ||||
Net income (loss) attributable to ordinary shares, diluted | $ (4,483.4) | $ (77) | $ (4,530.6) | $ (294.7) | ||||
Basic (in shares) | 673,553,256 | 634,508,967 | 676,732,992 | 616,135,071 | ||||
Weighted-average effect of potentially dilutive shares to purchase ordinary shares (in shares) | 1,600,000 | 9,400,000 | 3,900,000 | 10,100,000 | ||||
Diluted weighted-average number of ordinary shares outstanding (in shares) | 675,179,693 | 643,902,777 | 680,617,434 | 626,180,258 | ||||
Diluted (usd per share) | $ (6.64) | $ (0.12) | $ (6.66) | $ (0.47) |
Other Operating Income, Net (De
Other Operating Income, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Net foreign exchange (gain) loss | $ (30) | $ (0.4) | $ (73.9) | $ (15.4) |
Other Nonrecurring (Income) Expense | 3.4 | 4.8 | 9 | (4.3) |
Other operating (income) expense, net | $ (26.6) | $ 4.4 | $ (64.9) | $ 19.7 |
Product and Geographic Sales _3
Product and Geographic Sales Information - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Disaggregation of Revenue | ||||
Number of reportable segments | segment | 3 | |||
Impairment charge on right-of-use assets | $ | $ 2.3 | $ 0.8 | $ 8.5 | $ 51 |
Product and Geographic Sales _4
Product and Geographic Sales Information - Revenue by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue | ||||
Revenues | $ 635.7 | $ 442.1 | $ 1,984.5 | $ 1,316.2 |
Life Sciences and Healthcare | ||||
Disaggregation of Revenue | ||||
Revenues | 103.6 | 98.5 | 327.7 | 291.1 |
IP Segment | ||||
Disaggregation of Revenue | ||||
Revenues | 225 | 241.3 | 705.2 | 721.8 |
Academia & Government | ||||
Disaggregation of Revenue | ||||
Revenues | $ 307.1 | $ 102.3 | $ 951.6 | $ 303.3 |
Product and Geographic Sales _5
Product and Geographic Sales Information - Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||||||
Total Adjusted EBITDA | $ 271.6 | $ 190 | $ 808.3 | $ 543.8 | ||||
Provision for income taxes | (22.1) | (3.7) | (48.9) | (12.2) | ||||
Depreciation and amortization | 169.7 | 130.7 | 521.7 | 392.6 | ||||
Interest expense and amortization of debt discount, net | (71.5) | (65.3) | (193.3) | (141.2) | ||||
Fair Value Adjustment of Warrants | 53.3 | 83 | 202.7 | 113.2 | ||||
Deferred revenues adjustment(2) | (0.3) | (0.1) | (0.9) | (4.5) | ||||
Business Combination, Acquisition Related Costs | (3.7) | 16.4 | 8.1 | 7.4 | ||||
Share-based compensation expense | (20.8) | (10.6) | (79.9) | (107.7) | ||||
Restructuring and impairment | 26 | 7.1 | 56.9 | 125.7 | ||||
Other(5) | 14.9 | (10.7) | 63.7 | (24.8) | ||||
Net (loss) income | (4,415.5) | $ 62.4 | $ 69.5 | 28.4 | $ (131.5) | $ (56) | (4,283.6) | (159.1) |
Dividends on preferred shares | (18.9) | (22.4) | (56.3) | (22.4) | ||||
Net income (loss) attributable to ordinary shares | (4,434.4) | 6 | (4,339.9) | (181.5) | ||||
Goodwill, impairment loss | (4,448.6) | (4,448.6) | ||||||
Life Sciences and Healthcare | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total Adjusted EBITDA | 41.5 | 32.2 | 125.4 | 92.3 | ||||
IP Segment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total Adjusted EBITDA | 106 | 98.1 | 331.4 | 282.5 | ||||
Academia & Government | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total Adjusted EBITDA | $ 124.1 | $ 59.7 | $ 351.5 | $ 169 |
Product and Geographic Sales _6
Product and Geographic Sales Information - Revenue by Geography (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 635.7 | $ 442.1 | $ 1,984.5 | $ 1,316.2 |
Deferred revenues adjustment(2) | $ (0.3) | $ (0.1) | $ (0.9) | $ (4.5) |
Product and Geographic Sales _7
Product and Geographic Sales Information - Revenue by Product Group (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 635.7 | $ 442.1 | $ 1,984.5 | $ 1,316.2 |
Deferred revenues adjustment | $ 0.3 | $ 0.1 | $ 0.9 | $ 4.5 |
Commitments and Contingencies -
Commitments and Contingencies - Contingencies (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Dec. 01, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Jan. 31, 2021 | Oct. 01, 2020 | Feb. 28, 2020 | |
Commitments and Contingencies | ||||||||
Reserve for probable claims | $ 55 | |||||||
Decision Resources Group | ||||||||
Commitments and Contingencies | ||||||||
Additional payments to acquire business | $ 58.9 | |||||||
Newly issued ordinary shares (in shares) | 2.9 | 2.9 | ||||||
Newly issued ordinary shares, value | $ 61.6 | |||||||
CPA Global | ||||||||
Commitments and Contingencies | ||||||||
Additional payments to acquire business | $ 46.5 | |||||||
Newly issued ordinary shares (in shares) | 1.5 | |||||||
Newly issued ordinary shares, value | $ 43.9 | |||||||
ProQuest | ||||||||
Commitments and Contingencies | ||||||||
Newly issued ordinary shares (in shares) | 46.9 | |||||||
Total consideration | $ 5,054.8 | |||||||
Clarivate stock to be issued | $ 1,094.9 |
Related Party and Former Pare_2
Related Party and Former Parent Transactions (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
May 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party and Former Parent Transactions | ||||||
Total | $ 29.3 | $ 29.3 | $ 30.8 | |||
Chief Executive Officer | ||||||
Related Party and Former Parent Transactions | ||||||
Consulting fee in operating expenses | 0.2 | 0.6 | ||||
Outstanding liability | 0.4 | 0.4 | ||||
Immediate Family Member of Management or Principal Owner | ||||||
Related Party and Former Parent Transactions | ||||||
Revenue from Related Parties | (0.1) | $ 0.3 | 1.2 | $ 0.8 | ||
Due from Related Parties | 0.8 | 0.8 | $ 0.1 | |||
Affiliated Entity | ||||||
Related Party and Former Parent Transactions | ||||||
Issuance of shares, net (in shares) | 177.2 | |||||
Stock repurchased and retired (in shares) | 177.2 | |||||
Amortization of right-of-use assets | 2.2 | 9.9 | ||||
Interest on lease liabilities | 0.3 | 0.9 | ||||
Finance lease assets, net | 7.2 | 7.2 | ||||
Total | 29.3 | 29.3 | ||||
Director | ||||||
Related Party and Former Parent Transactions | ||||||
Revenue from Related Parties | 0.1 | 0.4 | ||||
Due from Related Parties | $ 0.1 | $ 0.1 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring Reserve, Beginning Balance | $ 14.6 | $ 16.9 | $ 29 | $ 49.6 | $ 35 | $ 29.5 | $ 29 | $ 29.5 |
Expenses recorded | 26 | 19.2 | 11.7 | 7.1 | 50.7 | 67.9 | 56.9 | 125.7 |
Payments made | (9.3) | (13.1) | (24.2) | (15.7) | (33.4) | (20.1) | ||
Restructuring Reserve, Accrual Adjustment | (18.3) | (8.4) | 0.4 | (0.8) | (2.7) | (42.3) | ||
Restructuring Reserve, Ending Balance | 13 | 14.6 | 16.9 | 40.2 | 49.6 | 35 | 13 | 40.2 |
Impairment charge on right-of-use assets | 2.3 | 0.8 | 8.5 | 51 | ||||
Lease termination fees | 0 | 0.2 | 0.4 | 3.3 | ||||
Lease, Impairment Loss | 16.1 | 22.3 | ||||||
One Clarivate Program | IP Segment | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 0.6 | 5.4 | 3.6 | 6.1 | ||||
One Clarivate Program | Academia & Government | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 1.6 | 4.1 | 7.8 | 5.1 | ||||
One Clarivate Program | Life Science and Healthcare Group | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 0.4 | 2.3 | 2.4 | 2.6 | ||||
ProQuest Acquisition Integration Program | IP Segment | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 7.3 | 13.2 | ||||||
ProQuest Acquisition Integration Program | Academia & Government | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 12.5 | 23.8 | ||||||
ProQuest Acquisition Integration Program | Life Science and Healthcare Group | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 3.3 | 6.2 | ||||||
Other Restructuring Plans | IP Segment | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 0.2 | (4.1) | 0 | 64.3 | ||||
Other Restructuring Plans | Academia & Government | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 0.2 | (0.8) | 0.1 | 22.8 | ||||
Other Restructuring Plans | Life Science and Healthcare Group | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 0 | (0.2) | (0.1) | 24.4 | ||||
Severance and Related Benefit Cost | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring Reserve, Beginning Balance | 13.5 | 14.8 | 28.3 | 46.2 | 30.6 | 25.7 | 28.3 | 25.7 |
Expenses recorded | 9.3 | 12.1 | 10.3 | 2.7 | 26.2 | 22.2 | 31.8 | 51.2 |
Payments made | (9) | (10.9) | (23.7) | (13.7) | (10.6) | (15.9) | ||
Restructuring Reserve, Accrual Adjustment | (1.1) | (2.5) | (0.1) | 0 | 0 | (1.4) | ||
Restructuring Reserve, Ending Balance | 12.7 | 13.5 | 14.8 | 35.2 | 46.2 | 30.6 | 12.7 | 35.2 |
Severance and Related Benefit Cost | One Clarivate Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 2.6 | 10.1 | 13.7 | 12.1 | ||||
Severance and Related Benefit Cost | ProQuest Acquisition Integration Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 6.6 | 18.6 | ||||||
Severance and Related Benefit Cost | Other Restructuring Plans | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 0.2 | (7.7) | (0.5) | 38.8 | ||||
Exit and Disposal Costs | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring Reserve, Beginning Balance | 1.1 | 2.1 | 0.7 | 3.4 | 4.4 | 3.8 | 0.7 | 3.8 |
Expenses recorded | 16.7 | 7.1 | 1.4 | 4.4 | 24.5 | 45.7 | ||
Payments made | (0.3) | (2.2) | (0.5) | (2) | (22.8) | (4.2) | ||
Restructuring Reserve, Accrual Adjustment | (17.2) | (5.9) | 0.5 | (0.8) | (2.7) | (40.9) | ||
Restructuring Reserve, Ending Balance | 0.3 | $ 1.1 | $ 2.1 | 5 | $ 3.4 | $ 4.4 | 0.3 | 5 |
Exit and Disposal Activities | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 0.1 | 3.4 | 2.1 | 5.6 | ||||
Lease Exist Cost Including Impairment | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 16.6 | 1 | 23 | 68.9 | ||||
Other costs | One Clarivate Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 0 | 1.7 | 0.1 | 1.7 | ||||
Other costs | ProQuest Acquisition Integration Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | 16.5 | 24.6 | ||||||
Other costs | Other Restructuring Plans | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expenses recorded | $ 0.2 | $ 2.6 | $ 0.5 | $ 72.7 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||
Revenues | $ 635.7 | $ 442.1 | $ 1,984.5 | $ 1,316.2 | ||||
(Loss) income from operations | (4,375.2) | 14.4 | (4,244.1) | (118.9) | ||||
Net (loss) income attributable to ordinary shares | $ (4,415.5) | $ 62.4 | $ 69.5 | $ 28.4 | $ (131.5) | $ (56) | $ (4,283.6) | $ (159.1) |
Earnings per share: | ||||||||
Basic (usd per share) | $ (6.58) | $ 0.01 | $ (6.41) | $ (0.29) | ||||
Diluted (usd per share) | $ (6.64) | $ (0.12) | $ (6.66) | $ (0.47) | ||||
Net income (loss) attributable to ordinary shares | $ (4,434.4) | $ 6 | $ (4,339.9) | $ (181.5) | ||||
Change in fair value of private placement warrants | (49) | (83) | (190.7) | (113.2) | ||||
Net Income (Loss) Available to Common Stockholders, Diluted | $ (4,483.4) | $ (77) | $ (4,530.6) | $ (294.7) | ||||
Basic weighted-average number of ordinary shares outstanding (in shares) | 673,553,256 | 634,508,967 | 676,732,992 | 616,135,071 | ||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 1,600,000 | 9,400,000 | 3,900,000 | 10,100,000 | ||||
Diluted weighted-average number of ordinary shares outstanding (in shares) | 675,179,693 | 643,902,777 | 680,617,434 | 626,180,258 |
Subsequent Events (Details)
Subsequent Events (Details) - Term Loan Facility - USD ($) $ in Millions | Oct. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2019 |
Subsequent Events | ||||
Long-term Debt, Gross | $ 2,797.4 | $ 2,818.8 | $ 2,860 | |
Subsequent Event | ||||
Subsequent Events | ||||
Repayment of long-term debt | $ 300 |