Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _______

Commission File No. 001-38911

CLARIVATE PLC

(Exact name of registrant as specified in its charter)


Jersey, Channel Islands			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
70 St. Mary Axe London EC3A 8BE United Kingdom (Address of principal executive offices)			Not applicable (Zip Code)

Registrant's telephone number, including area code: +44 207 4334000

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Ordinary Shares, no par value	CLVT	New York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par value	CLVT PR A	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”

“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒

The number of ordinary shares of the Company outstanding as of April 29, 2022 was 672,549,836.

DOCUMENTS INCORPORATED BY REFERENCE

None

Table of Contents

TABLE OF CONTENTS


			Page
Part I. Financial Information			5
Item 1. Financial Statements (Unaudited)			5
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Operations			6
Condensed Consolidated Statements of Comprehensive Income (Loss)			7
Condensed Consolidated Statements of Changes in Equity			8
Condensed Consolidated Statements of Cash Flows			9
Notes to the Condensed Consolidated Financial Statements			11























Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			33
Item 3. Quantitative and Qualitative Disclosures About Market Risk			50
Item 4. Controls and Procedures			50

P a rt II. Other Information			51
Item 1. Legal Proceedings			51
Item 1A. Risk Factors			51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			51


Item 5. Other Information			52
Item 6. Exhibits			52

S i gnature			52

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements,” within the meaning of the "safe harbor provisions" of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this quarterly report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:

•any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks;

•our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions and changing regulatory requirements;

•our loss of, or inability to attract and retain, key personnel;

•our ability to comply with applicable data protection and privacy laws;

•the effectiveness of our business continuity plans;

•our dependence on third parties, including public sources, for data, information and other services, and our relationships with such third parties;

•increased accessibility to free or relatively inexpensive information sources;

•our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions;

•our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this competition;

•our ability to maintain high annual revenue renewal rates;

•the strength of our brand and reputation;

•our exposure to risk from the international scope of our operations, and our exposure to potentially adverse tax consequences from the international scope of our operations and our corporate and financing structure;

•our substantial indebtedness, which could adversely affect our business, financial condition, and results of operations;

•volatility in our earnings due to changes in the fair value of our outstanding warrants each period; and

•other factors beyond our control.

The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material

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respects from those projected in these forward-looking statements. We will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Note on Defined Terms and Presentation

We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so that you may recognize them as such. As used throughout this quarterly report, unless otherwise indicated or the context otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us” and “we” refer to Clarivate Plc and its consolidated subsidiaries; “Baring” refers to the affiliated funds of Baring Private Equity Asia Pte Ltd that from time to time hold our ordinary shares; “LGP” refers to affiliated funds of Leonard Green & Partners, L.P. that from time to time hold our ordinary shares; “Onex” refers to the affiliates of Onex Partners Advisor LP that from time to time hold our ordinary shares; "CIG" refers to affiliate funds of Cambridge Information Group that from time to time hold our ordinary shares; and "Atairos" refers to the affiliates of Atairos that from time to time hold our ordinary shares.

In the current year, the Company has changed its presentation of dollar amounts from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior year disclosed amounts. Unless otherwise indicated, dollar amounts throughout this quarterly report are presented in millions of dollars, except for share and per share amounts.

Website and Social Media Disclosure

We use our website (www.clarivate.com) and corporate Twitter account (@Clarivate) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, investors should monitor our website and our corporate Twitter account in addition to following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this quarterly report or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

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PART I. Financial Information

Item 1. Financial Statements and Supplementary Data

CLARIVATE PLC

Condensed Consolidated Balance Sheets (Unaudited)

(In millions, except share and per share data)



	March 31, 2022		December 31, 2021

Assets
Current assets:
Cash and cash equivalents	$	500.2	$	430.9
Restricted cash	15.5		156.7
Accounts receivable, net	859.8		906.4
Prepaid expenses	97.7		76.6
Other current assets	76.9		66.6

Total current assets	1,550.1		1,637.2
Property and equipment, net	80.0		83.8
Other intangible assets, net	10,137.9		10,392.4
Goodwill	7,803.4		7,904.9
Other non-current assets	63.1		50.8
Deferred income taxes	28.6		27.9
Operating lease right-of-use assets	80.6		86.0
Total Assets	$	19,743.7	$	20,183.0

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	117.3	$	129.2
Accrued expenses and other current liabilities	532.0		679.6
Current portion of deferred revenues	1,080.6		1,030.4
Current portion of operating lease liability	30.5		32.2
Current portion of long-term debt	30.6		30.6

Total current liabilities	1,791.0		1,902.0
Long-term debt	5,452.0		5,456.3
Warrant liabilities	127.4		227.8
Non-current portion of deferred revenues	54.7		54.2
Other non-current liabilities	143.2		142.7
Deferred income taxes	376.7		380.1
Operating lease liabilities	89.1		94.0
Total liabilities	8,034.1		8,257.1
Commitments and contingencies

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 March 31, 2022 and December 31, 2021	1,392.6		1,392.6
Ordinary Shares, no par value; unlimited shares authorized at March 31, 2022 and December 31, 2021; 681,463,527 and 683,139,210 shares issued, and 678,974,630 and 683,139,210 shares outstanding at March 31, 2022 and December 31, 2021, respectively	11,815.0		11,827.9
Treasury shares, at cost; 2,488,897 and 547,136 shares as of March 31, 2022 and December 31, 2021, respectively	(48.7)		(16.9)
Accumulated other comprehensive income	103.5		326.7
Accumulated deficit	(1,552.8)		(1,604.4)
Total shareholders’ equity	11,709.6		11,925.9
Total Liabilities and Shareholders’ Equity	$	19,743.7	$	20,183.0

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except share and per share data)


	Three Months Ended March 31,
	2022		2021
Revenues, net	$	662.2	$	428.4
Operating expenses:
Cost of revenues	249.2		147.9
Selling, general and administrative costs	193.7		134.3
Depreciation and amortization	176.4		131.6


Restructuring and impairment	11.7		67.9
Other operating (income) expense, net	(13.7)		16.2
Total operating expenses	617.3		497.9
Income (loss) from operations	44.9		(69.5)
Mark to market gain on financial instruments	(100.4)		(51.2)

Income (loss) before interest expense and income tax	145.3		(18.3)
Interest expense and amortization of debt discount, net	59.5		37.4
Income (loss) before income tax	85.8		(55.7)
Provision for income taxes	16.3		0.3
Net income (loss)	69.5		(56.0)
Dividends on preferred shares	18.7		—
Net income (loss) attributable to ordinary shares	$	50.8	$	(56.0)

Per share:
Basic	$	0.07	$	(0.09)
Diluted	$	(0.06)	$	(0.17)

Weighted average shares used to compute earnings per share:
Basic	682,539,103		602,272,375
Diluted	687,994,133		612,598,664

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In millions)


	Three Months Ended March 31,
	2022		2021
Net income (loss)	$	69.5	$	(56.0)
Other comprehensive income (loss), net of tax:
Interest rate swaps	11.9		1.3

Foreign currency translation adjustment	(235.1)		18.3
Total other comprehensive (loss) income, net of tax	(223.2)		19.6
Comprehensive loss	$	(153.7)	$	(36.4)

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(In millions)


	Ordinary Shares			Preferred Shares			Treasury Shares			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount












































Balance at December 31, 2021	683.1	$	11,827.9	14.4	$	1,392.6	0.5	$	(16.9)	$	326.7	$	(1,604.4)	$	11,925.9
Reclassification of EBT Shares	(0.5)	—		—	—		—	—		—		—		—
Exercise of stock options	0.2	0.4		—	—		—	—		—		—		0.4
Vesting of restricted stock units	0.7	—		—	—		—	—		—		—		—
Shares returned to the Company for net share settlements	(0.4)	(5.4)		—	—		—	—		—		—		(5.4)

Share-based award activity	—	26.9		—	—		—	—		—		—		26.9
Repurchases of ordinary shares	(4.1)	—		—	—		4.1	(66.4)		—		—		(66.4)
Retirement of treasury shares	—	(34.8)		—	—		(2.1)	33.3		—		1.5		—
Sale of treasury shares	—	—		—	—		—	1.3		—		(0.7)		0.6

Dividends to preferred shareholders	—	—		—	—		—	—		—		(18.7)		(18.7)
Net income	—	—		—	—		—	—		—		69.5		69.5
Other comprehensive loss	—	—		—	—		—	—		(223.2)		—		(223.2)
Balance at March 31, 2022	679.0	$	11,815.0	14.4	$	1,392.6	2.5	$	(48.7)	$	103.5	$	(1,552.8)	$	11,709.6

Balance at December 31, 2020	606.3	$	9,989.2	—	$	—	6.3	$	(196.0)	$	492.4	$	(1,250.8)	$	9,034.8
Exercise of Private Placement Warrants	0.2	3.6		—	—		—	—		—		—		3.6
Exercise of stock options	0.8	5.1		—	—		—	—		—		—		5.1
Vesting of restricted stock units	—	—		—	—		—	—		—		—		—
Shares returned to the Company for net share settlements	(0.4)	(4.5)		—	—		—	—		—		—		(4.5)
Issuance of ordinary shares, net	4.4	105.5		—	—		—	—		—		—		105.5
Share-based award activity	—	10.5		—	—		—	—		—		—		10.5
Net loss	—	—		—	—		—	—		—		(56.0)		(56.0)
Other comprehensive income	—	—		—	—		—	—		19.6		—		19.6
Balance at March 31, 2021	611.3	$	10,109.4	—	$	—	6.3	$	(196.0)	$	512.0	$	(1,306.8)	$	9,118.6

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Three Months Ended March 31,
	2022		2021
Cash Flows From Operating Activities
Net income (loss)	$	69.5	$	(56.0)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	176.4		131.6

Deferred income taxes	(1.3)		0.2
Share-based compensation	24.6		1.2
Restructuring and impairment	(0.9)		38.9
Loss (gain) on foreign currency forward contracts	6.7		(1.0)
Mark to market adjustment on contingent shares	—		(25.1)
Mark to market gain on financial instruments	(100.4)		(51.2)



Amortization of debt issuance costs	3.6		2.3
Other operating activities	(19.5)		7.3
Changes in operating assets and liabilities:
Accounts receivable	40.2		44.2
Prepaid expenses	(20.8)		(7.2)
Other assets	(18.5)		(0.9)
Accounts payable	(10.3)		13.7
Accrued expenses and other current liabilities	(143.9)		29.1
Deferred revenues	63.3		66.0
Operating lease right of use assets	4.6		7.5
Operating lease liabilities	(5.1)		(25.7)
Other liabilities	(0.8)		(0.9)
Net cash provided by operating activities	67.4		174.0

Cash Flows From Investing Activities
Capital expenditures	(41.4)		(33.0)
Acquisitions, net of cash acquired	(1.3)		0.4



Net cash used in investing activities	(42.7)		(32.6)

Cash Flows From Financing Activities



Principal payments on term loan	(7.2)		(7.2)

Payment of debt issuance costs and discounts	(2.1)		—









Repurchases of ordinary shares	(55.1)		—
Cash dividends on preferred shares	(18.9)		—

Proceeds from stock options exercised	0.4		5.1
Payments related to finance lease	(0.5)		—
Payments related to tax withholding for stock-based compensation	(5.4)		(4.5)
Net cash used in financing activities	(88.8)		(6.6)
Effects of exchange rates	(7.8)		8.7

Net increase in cash and cash equivalents	$	69.3	$	141.3
Net (decrease) increase in restricted cash	(141.2)		2.2

Net (decrease) increase in cash and cash equivalents, and restricted cash	(71.9)		143.5

Beginning of period:
Cash and cash equivalents	$	430.9	$	257.7
Restricted cash	156.7		14.7
Total cash and cash equivalents, and restricted cash, beginning of period	587.6		272.4

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CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Three Months Ended March 31,
	2022		2021

End of period:
Cash and cash equivalents	500.2		399.0
Restricted cash	15.5		16.9
Total cash and cash equivalents, and restricted cash, end of period	$	515.7	$	415.9

Supplemental Cash Flow Information:
Cash paid for interest	$	27.8	$	27.3
Cash paid for income tax	$	3.6	$	2.6


Capital expenditures included in accounts payable	$	7.7	$	6.1

Non-Cash Financing Activities:


Retirement of treasury shares	(33.3)		—
Shares issued as contingent stock consideration associated with the DRG acquisition	—		61.6
Shares issued as contingent stock consideration associated with the CPA Global acquisition	—		43.9

Treasury share purchases settled after period end	11.3		—
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares	6.4		—
Total Non-Cash Financing Activities	$	(15.6)	$	105.5

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Note 1: Background and Nature of Operations

Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company organized under the laws of Jersey, Channel Islands, pursuant to the definitive agreement entered into on May 13, 2019 to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”). The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enable users across government and academic institutions, life science companies and research and development (“R&D”) intensive corporations to discover, protect and commercialize their innovations. Clarivate has two reportable segments: Science and Intellectual Property ("IP"). See Note 18 - Segment Information, for additional information on the Company's reportable segments.

Risks and Uncertainties

In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and issues relating to the resurgence of COVID-19 and/or new strains of COVID-19 along with continuously evolving responses to combat it have had an increasingly negative impact on the global economy. This has had, and may continue to have, an adverse impact to our operational and financial performance as well as the businesses of our customers and partners, including their spending priorities. It is difficult to predict the full extent of the potential effects and impact on our operations, business, and financial performance, however, we continue to conduct business with substantial modifications and precautionary measures to our daily operations. Modifications include less employee travel as well as a virtual shift related to work location, and sales and marketing events. Given the uncertainty around the severity and duration of the COVID-19 pandemic, the Company cannot reasonably estimate the full impact on our business, financial condition and results of operations at this time, which may be material.

As the conflict in Ukraine continues to evolve, we are closely monitoring the current and potential impact on our business, our people, and our clients. Given the levying of sanctions, regional instability, geopolitical shifts, and other potential adverse effects on macroeconomics conditions, security conditions, currency exchange, and financial markets, the short and long-term implications of Russia’s invasion of Ukraine are not possible to predict. We do not expect any direct impacts to our business to be material, but we are not currently able to predict any indirect impacts on the global economy and how those could negatively affect our business in the future. We continue to monitor any evolving impacts of this conflict and its effects on the global economy and geopolitical landscape.

Note 2: 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.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Note 3: Summary of Significant Accounting Policies

Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 10, 2022.

Newly Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities from the period March 12, 2020 through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to the above ASU to clarify certain optional expedients in Topic 848. The Company adopted the new standard effective July 1, 2021 and elected the optional expedients for its interest rate swap agreements and debt agreements with reference to LIBOR. Upon meeting the specified criteria in the guidance, the Company continues to account for its interest rate swaps in accordance with hedge accounting and will not apply modification accounting to its debt agreements. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity because of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods. The Company adopted ASU 2020-06 effective January 1, 2022 prospectively, and the adoption did not have a material impact on our condensed consolidated financial statements.

In April 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which provides guidance regarding the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 effective January 1, 2022, and the adoption did not have a material impact on our condensed consolidated financial statements.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities as well as disclosing key information about leasing transactions. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities. The Company adopted the ASU at January 1, 2022, and the adoption did not have a material impact on our condensed consolidated financial statements.

Recently Issued Accounting Standards

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815) – Portfolio Layer Method, amendments in this ASU allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the standard will have on our condensed consolidated financial statements and it is expected that the adoption will not have a material impact.

There were no other new accounting standards or updates issued or effective as of March 31, 2022, that have, or are expected to have, a material impact on the Company's Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Note 4: Business Combinations

Acquisition of ProQuest

On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equity holders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $4,994.3, net of $52.5 cash acquired. The aggregate consideration was composed of (i) $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,951.9 in cash, including approximately $917.5 to fund the repayment of ProQuest debt.


Issuance of 46.9 million shares(1)	$	1,094.9
Cash consideration(2)	3,951.9
Total purchase price	5,046.8
Cash acquired(3)	(52.5)
Total purchase price, net of cash acquired	$	4,994.3

(1) Based on the Company’s closing share price of $23.34 on November 30, 2021.
(2) Based on the Closing Statement, total cash consideration of $3,951.9 includes a base cash consideration of $3,988.0, less working capital adjustments of $31.7, less closing indebtedness adjustments of $36.6, plus closing cash consideration of $32.2 as defined in the Transaction Agreement.
(3) Cash acquired includes $52.5 of total cash acquired, less $2.0 of restricted cash acquired as defined in the Transaction Agreement.

The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. The majority of goodwill is deductible for tax purposes. During the three months ended March 31, 2022 and 2021, total transaction costs incurred in connection with the acquisition of ProQuest were $5.7 and $0.1, respectively. The ProQuest acquisition is reported as part of the Science Segment, see Note 18 - Segment Information for further details.

The purchase price allocation for the ProQuest acquisition as of the close date of December 1, 2021 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. For example, the attrition assumptions used in valuing the customer relationship intangible assets acquired are provisional. A 0.5% change in the attrition assumption used would represent a material change in the purchase price allocation. The following table summarizes the preliminary purchase price allocation for this acquisition:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)


	Original Purchase Price Allocation		Measurement Period Adjustments		Updated Purchase Price Allocation
Accounts receivable	$	113.5	$	1.2	$	114.7
Prepaid expenses	22.3		0.9		23.2
Other current assets	23.7		—		23.7
Property and equipment, net	62.3		3.1		65.4
Other intangible assets(1)	3,534.7		—		3,534.7
Other non-current assets	18.0		—		18.0
Deferred income taxes	3.5		—		3.5
Operating lease right-of-use assets	28.4		—		28.4
Total assets	$	3,806.4	$	5.2	$	3,811.6
Accounts payable	17.1		—		17.1
Accrued expenses and other current liabilities	136.8		(2.3)		134.5
Current portion of long-term debt	1.1		—		1.1
Current portion of deferred revenue	335.2		—		335.2
Current portion of operating lease liabilities	8.0		—		8.0
Long-term debt	33.4		—		33.4
Deferred income taxes	58.6		0.1		58.7
Non-current portion of deferred revenue	6.8		—		6.8
Other non-current liabilities	89.2		1.7		90.9
Operating lease liabilities	23.1		—		23.1
Total liabilities	709.3		(0.5)		708.8
Fair value of acquired identifiable assets and liabilities	$	3,097.1	$	5.7	$	3,102.8

Purchase price, net of cash	$	4,994.3	$	—	$	4,994.3
Less: Fair value of acquired identifiable assets and liabilities	3,097.1		5.7		3,102.8
Goodwill	$	1,897.2	$	(5.7)	$	1,891.5


(1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction.

The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years):


	Fair Value as of December 1, 2021		Remaining Range of Years
Customer relationships	$	2,773.0	17-23
Technology & databases(1)	709.3		5-17
Trade names	45.7		2-10
Total identifiable intangible assets	$	3,528.0
(1) Technology and databases intangible assets include both acquired technology intangible assets and acquired databases intangible assets.

Unaudited pro forma information for the Company for the relevant periods presented as if the acquisition had occurred January 1, 2020 is as follows:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)


	Three Months Ended March 31,
	2021
Pro forma revenues, net	$	648.1
Pro forma net loss attributable to the Company's shareholders	(71.8)

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical consolidated financial statements of the Company and from the historical accounting records of ProQuest.

The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of ProQuest debt and the additional Company borrowings in conjunction with the acquisition, and (iii) acquisition-related transaction costs which reduced expenses by $0.1 for the three months ended March 31, 2021.

Note 5: Leases

The Company has multiple agreements to sublease operating lease right of use assets and recognized $0.8 of sublease income both for the three months ended March 31, 2022 and 2021, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations.

On December 1, 2021, Clarivate closed its acquisition of ProQuest. As part of the acquisition, the Company assumed a Finance lease. Refer to Note 6 - Property and Equipment, Net, Note 11 - Debt, and Note 20 - Related Party Transactions for further information.

In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the three months ended March 31, 2021. See Note 21 - Restructuring and Impairment for further information.

Note 6: Property and Equipment, Net

Property and equipment, net consisted of the following:



	March 31,		December 31,
	2022		2021
Computer hardware	$	47.1	$	45.5
Leasehold improvements	14.4		11.6
Furniture, fixtures and equipment	35.6		34.7
Capital office leases - finance lease asset	31.0		30.5
Other	2.3		2.3
Total property and equipment, gross	130.4		124.6
Accumulated depreciation	(50.4)		(40.8)
Total property and equipment, net	$	80.0	$	83.8

Depreciation amounted to $10.6 and $3.3 for the three months ended March 31, 2022 and 2021, respectively, and there were no impairments related to leasehold improvements during the three months ended March 31, 2022, compared to $1.0 for the three months ended March 31, 2021.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Note 7: Other Intangible Assets, net and Goodwill

Other Intangible Assets, net

The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class:


	March 31, 2022						December 31, 2021
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Finite-lived intangible assets
Customer relationships	$	8,155.7	$	(598.2)	$	7,557.5	$	8,279.1	$	(514.8)	$	7,764.3
Databases and content	2,592.9		(635.9)		1,957.0		2,577.1		(591.0)		1,986.1
Computer software	740.7		(341.9)		398.8		733.1		(320.1)		413.0
Trade names	61.8		(13.2)		48.6		62.1		(10.5)		51.6

Backlog	29.2		(14.5)		14.7		29.1		(13.0)		16.1
Finite-lived intangible assets	11,580.3		(1,603.7)		9,976.6		11,680.5		(1,449.4)		10,231.1
Indefinite-lived intangible assets
Trade names	161.3		—		161.3		161.3		—		161.3
Total intangible assets	$	11,741.6	$	(1,603.7)	$	10,137.9	$	11,841.8	$	(1,449.4)	$	10,392.4

Amortization amounted to $165.8 and $128.3 for the three months ended March 31, 2022, and 2021, respectively.

Goodwill

The change in the carrying amount of goodwill is shown below:


	Science Segment		Intellectual Property Segment		Consolidated Total




Balance as of December 31, 2021	$	3,326.9	$	4,578.0	$	7,904.9
Measurement Period Adjustments(1)	(2.4)		—		(2.4)

Impact of foreign currency fluctuations and other	0.2		(99.3)		(99.1)
Balance as of March 31, 2022	$	3,324.7	$	4,478.7	$	7,803.4
(1) Includes $(2.4) in purchase accounting adjustments recorded in 2022, of which $(5.7) was related to the ProQuest acquisition. See Note 4 - Business Combinations for further information.

Note 8: Derivative Instruments

The Company had interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $350.0 of its outstanding Term Loan arrangements which matured on March 31, 2021. In March 2021, the Company replaced the interest rate swaps that matured during March 2021 and entered into new interest rate swap arrangements relating to interest payments on $350.0 of its Term Loan arrangements which were effective March 31, 2021 and have a maturity date of March 31, 2024. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.

In 2019, the Company also entered into two interest rate swap arrangements relating to interest payments on a total of $100.0 of its Term Loan arrangements, effective March 31, 2021 and April 30, 2021, respectively. Both of these derivatives have notional amounts that amortize downward, and a maturity date of September 2023. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.

Changes in the fair value are recorded in accumulated other comprehensive income (loss) ("AOCI") and the amounts reclassified out of AOCI are recorded to Interest expense and amortization of debt discount, net. The fair value of the interest rate swaps is recorded in other current assets or accrued expenses and other current liabilities and other non-current

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

assets or liabilities in the Condensed Consolidated Balance Sheets, according to the duration of related cash flows. The fair value of the interest rate swaps was an asset of $14.0 and $2.0 as of March 31, 2022 and December 31, 2021, respectively.

Foreign Currency Forward Contracts

The Company periodically enters into foreign currency contracts to help manage the Company’s exposure to foreign exchange rate risks. These contracts generally do not exceed 180 days in duration. The Company recognized (loss) gains from the mark to market adjustment of $(6.7) and $1.0 for the three months ended March 31, 2022 and 2021, respectively, in Other operating (income) expense, net on the Condensed Consolidated Statements of Operations. The nominal amount of outstanding foreign currency contracts was $271.3 and $216.7 as of March 31, 2022 and December 31, 2021, respectively.

The Company accounts for these forward contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating (income) expense, net in the Condensed Consolidated Statements of Operations, as the contracts are not designated as accounting hedges under the applicable sections of ASC 815, Derivatives and Hedging. The total fair value of the forward contracts represented an asset balance of $0.1 and $2.2 and a liability balance of $5.3 and $0.7 as of March 31, 2022 and December 31, 2021, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities, respectively, on the Condensed Consolidated Balance Sheets. See Note 9 - Fair Value Measurements for additional information related to the fair value of derivative instruments.

Note 9: Fair Value Measurements

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as at March 31, 2022 and December 31, 2021:


	March 31, 2022
	Level 2		Level 3		Total Fair Value
Assets
Forward currency contracts asset	$	0.1	$	—	$	0.1

Interest rate swap asset	14.0		—		14.0
	14.1		—		14.1
Liabilities
Warrant liability	—		127.4		127.4
CPA Global Equity Plan liability - current	9.8		—		9.8

Forward currency contracts liability	5.3		—		5.3



Total	$	15.1	$	127.4	$	142.5


	December 31, 2021
	Level 2		Level 3		Total Fair Value
Assets
Forward currency contracts asset	$	2.2	$	—	$	2.2
Interest rate swap asset	2.0				2.0

	4.2		—		4.2
Liabilities
Warrant liability	—		227.8		227.8
CPA Global Equity Plan liability - current	152.4		—		152.4

Forward currency contracts liability	0.7		—		0.7



Total	$	153.1	$	227.8	$	380.9

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Private Placement Warrants - The following table summarizes the changes in Private Placement Warrant liability for the three months ended March 31, 2022 and 2021:


Balance at December 31, 2021	$	227.8
Mark to market gain on financial instruments	(100.4)
Exercise of Private Placement Warrants	—
Balance at March 31, 2022	$	127.4







Balance at December 31, 2020	$	312.8
Mark to market gain on financial instruments	(51.2)
Exercise of Private Placement Warrants	(3.6)
Balance at March 31, 2021	$	258.0

There were no transfers of assets or liabilities between levels during the three months ended March 31, 2022 and 2021.

Non-Financial Assets Valued on a Non-Recurring Basis

Right of Use Asset — For the three months ended March 31, 2022, there were no impairment charges recorded, compared to the three months ended March 31, 2021 where the carrying value of the operating lease right of use asset was reduced by $41.0, which were non-cash charges. Additionally, the Company incurred $0.2 and $3.1 in lease termination fees during the three months ended March 31, 2022 and 2021, respectively. Fair value assumptions including sublease probabilities and the present value factor were used in the impairment calculation.

Note 10: Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities, consisted of the following as of March 31, 2022 and December 31, 2021:


	March 31,		December 31,
	2022		2021
CPA Global Equity Plan liability(1)	$	9.8	$	152.4

Employee related accruals(2)	98.3		150.6
Accrued professional fees(3)	35.8		39.4
Accrued legal liability(4)	76.7		79.0
Tax related accruals(5)	35.8		28.5
Accrued royalty costs(6)	69.5		71.3
Other accrued expenses and other current liabilities(7)	206.1		158.4
Total accrued expenses and other current liabilities	$	532.0	$	679.6

(1) See Note 9 - Fair Value Measurements and Note 14 - Share-based Compensation for further information.

(2) Employee related accruals include accrued payroll, bonus and employee commissions.
(3) Professional and outside service-related fees include accrued legal fees, audit fees, outside services, technology, and contractor fees.
(4) Of the balance as of March 31, 2022 and December 31, 2021, management estimated the Company's potential liability for the larger legal claims is $60.4 and $60.5, respectively, which includes estimated legal costs and accrued interest. See Note 19 - Commitments and Contingencies for further information with respect to the probable claim reserves.
(5) Tax related accruals include value-added taxes payable and other current taxes payable.
(6) Represents accrued royalty costs associated with licensee agreements.
(7) Includes current liabilities due to customers, interest payable, and miscellaneous other current liabilities. As of March 31, 2022, $6.4 in dividends on preferred shares are accrued and $11.3 in shares repurchased in March are accrued in which the cash did not settle until April (see Note 13 - Shareholders’ Equity).

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Note 11: Debt

The following table is a summary of the Company’s debt:


		March 31, 2022				December 31, 2021
Type	Maturity	Effective Interest Rate		Carrying Value		Effective Interest Rate		Carrying Value
Senior Notes	2029	4.875	%	$	921.4	4.875	%	$	921.4
Senior Secured Notes	2028	3.875	%	921.2		3.875	%	921.2
Revolving Credit Facility	2027	3.199	%	175.0		3.359	%	175.0
Term Loan Facility	2026	3.759	%	2,811.7		3.860	%	2,818.8
Senior Secured Notes	2026	4.500	%	700.0		4.500	%	700.0



Finance lease(1)	2023	3.800	%	30.3		3.800	%	30.8
Total debt outstanding				5,559.6				5,567.2
Debt issuance costs				(45.0)				(47.1)
Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts				(32.0)				(33.2)
Short-term debt, including current portion of long-term debt				(30.6)				(30.6)
Long-term debt, net of current portion and debt issuance costs				$	5,452.0			$	5,456.3

(1) See Note 5 - Leases for additional information.

Senior Notes (2029) and Senior Secured Notes (2028)

The Company has $921.2 aggregate principal amount of its Senior Secured Notes due in 2028 and $921.4 aggregate principal amount of its Senior Notes due in 2029. The Senior Secured Notes and Senior Notes bear interest at a rate of 3.875% and 4.875% per annum, respectively, and the interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. Both of these Notes were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate.

The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with borrowings under the existing credit facilities and senior secured notes due 2026. Both of these Notes are guaranteed on a joint and several basis by each of Clarivate’s indirect subsidiaries that is an obligor or guarantor under Clarivate’s existing credit facilities and senior secured notes due 2026. The Senior Notes due 2029 are the Issuer’s and such guarantors’ unsecured obligations.

The Credit Facilities

The Company's Credit Facilities consist of a $750.0 Revolving Credit Facility with a $80.0 letter of credit sublimit, due in 2027, and a $2,860.0 Term Loan Facility, due in 2026.

Revolving Credit Facility

The Revolving Credit Facility provides for revolving loans, same-day borrowings and letters of credit pursuant to commitments in an aggregate principal amount of $750.0 with a letter of credit sublimit of $80.0. Proceeds of loans made under the Revolving Credit Facility may be borrowed, repaid and reborrowed prior to the maturity of the Revolving Credit Facility. Our ability to draw under the Revolving Credit Facility or issue letters of credit thereunder will be conditioned upon, among other things, delivery of required notices, accuracy of the representations and warranties contained in the Credit Agreement and the absence of any default or event of default under the Credit Agreement.

On March 31, 2022, the Company’s direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019, (the "Credit Agreement") entered into an amendment thereto, pursuant to which the total revolving credit commitments thereunder were further increased by $400.0 to $750.0 in the aggregate and the maturity date for revolving credit commitments was extended to March 31, 2027, subject to a “springing” maturity date that

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

is 90 days prior to the maturity date of (i) the term loans outstanding under the Credit Agreement as of the date of the amendment or (ii) the 4.50% senior secured notes due in 2026 and issued by Camelot Finance S.A (but only to the extent such term loans or senior secured notes have not, prior thereto, been refinanced or extended to have a maturity date of no earlier than 90 days after March 31, 2027).

The Revolving Credit Facility carries an interest rate at Term SOFR, plus a 0.1% SOFR adjustment, plus 3.25% per annum (or 2.75% per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. The Revolving Credit Facility interest rate margins will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement).

In November 2021, the Company borrowed $175.0 on the existing Revolving Credit Facility and used the net proceeds from such borrowings for general corporate purposes. The revolving credit facility is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum, based on first lien leverage ratios) times the unutilized amount of total revolving commitments.

As of March 31, 2022, letters of credit totaling $5.3 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, the Company had an unsecured corporate guarantee outstanding for $10.5 and cash collateralized letters of credit totaling $0.4 as of March 31, 2022, all of which were not collateralized by the Revolving Credit Facility.

Term Loan Facility (2026)

The Company has a Term Loan Facility of $2,860.0 due in 2026, which was fully drawn at closing. The principal amount of the Term Loan Facility is repaid by the Company on the last Business Day of each March, June, September and December, in an amount equal to 0.25% of the aggregate outstanding amount. As of March 31, 2022, we had $2,811.7 outstanding on our Term Loan Facility.

Senior Secured Notes (2026)

The Company has $700.0 in aggregate principal amount of Senior Secured Notes due in 2026 bearing interest at 4.50% per annum, payable semi-annually to holders of record in May and November. The first interest payment was paid in May 2020. The Secured Notes due 2026 were issued by Camelot Finance S.A., an indirect wholly-owned subsidiary of Clarivate, and are secured on a first-lien pari passu basis with borrowings under the Credit Facilities and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by certain Clarivate subsidiaries and will be general senior secured obligations of the Issuer and will be secured on a first-priority basis by the collateral now owned or hereafter acquired by the Issuer and each of the Guarantors that secures the Issuer’s and such Guarantor’s obligations under the New Senior Credit Facility (subject to permitted liens and other exceptions).

The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market observable data for debt with similar prepayment features. The fair value of the Company’s debt was $5,417.7 and $5,595.5 at March 31, 2022 and December 31, 2021, respectively. The debt is considered a Level 2 liability under the fair value hierarchy.

Note 12: Revenue

Disaggregated Revenues

We disaggregate our revenues by segment (see Note 18 - Segment Information) and by transaction type based on revenue recognition pattern as follows:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

•Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. Revenues from the sale of subscription data, maintenance services, and analytics solutions are recognized ratably over the contractual period as revenues are earned.

•Re-occurring revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or the contract is for multiple years. Deliverables are usually received by the customer instantly or in a short period of time, at which time the revenues are recognized. The most significant component of our re-occurring revenues is our 'renewal' business within CPA Global.

•Transactional and other revenues. Transactional revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order. Other revenues relate to professional services including implementation for software and software as a service ("SaaS") subscriptions. These contracts vary in length from several months to years for multi-year projects. Revenue is recognized over time utilizing a reasonable measure of progress depicting the satisfaction of the related performance obligation. Other revenues also includes one-time perpetual archive license revenues.

The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented:













	Three Months Ended March 31,
	2022		2021(1)
Subscription revenues	$	403.8	$	239.0
Re-occurring revenues	114.5		109.5
Transactional and other revenues	143.7		82.9
Total revenues, gross	662.0		431.4
Deferred revenues adjustment(2)	0.2		(3.0)
Total revenues, net	$	662.2	$	428.4


(1) Certain prior period amounts have been reclassified to conform to current period presentation.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Contract Balances


	Accounts receivable, net		Current portion of deferred revenues		Non-current portion of deferred revenues
Opening (January 1, 2022)	$	906.4	$	1,030.4	$	54.2
Closing (March 31, 2022)	859.8		1,080.6		54.7
(Increase)/decrease	$	46.6	$	(50.2)	$	(0.5)

Opening (January 1, 2021)	$	737.7	$	707.3	$	41.4
Closing (March 31, 2021)	706.9		769.0		45.4
(Increase)/decrease	$	30.8	$	(61.7)	$	(4.0)

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

The amount of revenue recognized in the period that was included in the opening deferred revenues balances was $354.0 and $231.3 for the three months ended March 31, 2022 and 2021, respectively. This revenue consists primarily of subscription revenues.

Transaction Price Allocated to the Remaining Performance Obligation

As of March 31, 2022, approximately $124.6 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with a duration of one year or less. The Company expects to recognize revenue on approximately 57.1% of these performance obligations over the next 12 months. Of the remaining 42.9%, 24.1% is expected to be recognized within the following year, 11.6% is expected to be recognized within three to five years, with the final 7.2% expected to be recognized within six to ten years.

Note 13: Shareholders’ Equity

As of March 31, 2022, there were unlimited shares of ordinary stock authorized, 681.5 million shares issued and 679.0 million shares outstanding, with no par value. The Company held 2.5 million and 0.5 million shares as treasury shares as of March 31, 2022 and December 31, 2021, respectively. The Company’s ordinary shareholders are entitled to one vote per share.

DRG Acquisition Shares

In connection with the DRG acquisition, 2.9 million ordinary shares of the Company were issued to PEL in March 2021.

MCPS Offering

In June 2021, concurrently with the June 2021 Ordinary Share Offering (see Note 1 - Background and Nature of Operations, in our Annual Report on Form 10-K), we completed a public offering of 14.4 million of our 5.25% Series A Mandatory Convertible Preferred Shares ("MCPS") (which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). Dividends on our mandatory convertible preferred shares are payable, as and if declared by our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. We may pay declared dividends on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024. Each of our convertible preferred shares has a liquidation preference of $100.00.

As of March 31, 2022, we recognized $6.4 of accrued preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared).

Treasury Shares

CPA Global Acquisition Shares - During the first quarter of 2022, 41.7 thousand shares held in the Employee Benefit Trust ("EBT"), established for the CPA Global Equity Plan, were sold at an average net price per share of $15.01 to fund the payment to the respective employees via payroll in the second quarter of 2022 and are held in restricted cash. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Condensed Consolidated Statement of Changes in Equity in the amount of $0.7.

During January 2021, the Company issued 1.5 million ordinary shares to Redtop Holdings Limited pursuant to a hold-back clause within the purchase agreement for a total of $43.9, which was satisfied. See Note 19 - Commitments and Contingencies for additional details.

Share Repurchase Program and Share Retirements - In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250.0 of its outstanding ordinary shares, subject to market conditions. In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The repurchase program replaces the repurchase program previously announced in August 2021. During the three months ended March 31, 2022, the Company purchased 4.1 million ordinary shares with a total carrying value of $66.4, which included $11.3 of March purchases that cash settled in April 2022. Of the total ordinary shares purchased during three months ended March 31, 2022, 2.1 million shares with a carrying value of $33.3 were retired and restored as authorized but unissued ordinary shares. Upon

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

formal retirement and in accordance with ASC Topic 505, Equity, the Company reduced its ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated gain was recognized within the Consolidated Statement of Changes in Equity in the amount of $1.5. As of March 31, 2022, the Company had approximately $933.6 of availability remaining under this program. See Note 22 - Subsequent Events for additional information related to the Share Repurchase Program. A summary of the ordinary shares repurchased during the three months ended March 31, 2022 is as follows:


	Three Months Ended March 31,
(in millions)	2022
Total number of shares repurchased	4.1
Average price paid per share	$	16.16
Total	$	66.4

Total shares retired	2.1
Average price paid per share	$	15.71
Total	$	33.3

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Note 14: Share-based Compensation

The Company grants share-based awards under the Clarivate Plc 2019 Incentive Award Plan ("the "Plan"). As of March 31, 2022, approximately 36.2 million shares of the Company’s ordinary shares were available for share-based awards. The Plan provides for the issuance of stock options, restricted stock units ("RSUs") and performance share units ("PSUs"). Share-based compensation expense is recorded to the “Cost of revenues’ and “Selling, general and administrative” line items on the accompanying Condensed Consolidated Statements of Operations. Total share-based compensation expense for the three months ended March 31, 2022, and 2021 comprised of the following:


	Three Months Ended March 31, 2022
	RSUs		PSUs		CPA Global Equity Plan		Total
Cost of revenues	$	9.6	$	0.1	$	(0.4)	$	9.3
Selling, general and administrative costs	16.2		1.0		0.1		17.3
Total share-based compensation expense	$	25.8	$	1.1	$	(0.3)	$	26.6


	Three Months Ended March 31, 2021
	RSUs		PSUs		CPA Global Equity Plan		Total
Cost of revenues	$	3.8	$	0.1	$	9.1	$	13.0
Selling, general and administrative costs	5.6		1.2		19.2		26.0
Total share-based compensation expense	$	9.4	$	1.3	$	28.3	$	39.0

The following table summarizes the Company’s existing share-based compensation awards program activity for the three months ended March 31, 2022, and 2021, respectively (in millions):


	Three Months Ended March 31, 2022
	Stock Options	RSUs	PSUs
Balance at December 31, 2021	4.8	4.5	1.4
Granted	—	3.9	0.9
Exercised/Vested	(0.2)	(0.7)	—
Forfeited/Unexercised	(0.1)	(0.1)	—
Balance at March 31, 2022	4.5	7.6	2.3

Total remaining unearned compensation costs	—	89.4	11.6

Weighted average remaining service period	0 years	1.4 years	1.9 years

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)


	Three Months Ended March 31, 2021
	Stock Options	RSUs	PSUs
Balance at December 31, 2020	7.9	1.8	0.9
Granted	—	2.0	0.5
Vested	(0.8)	—	—
Forfeited	—	—	—
Balance at March 31, 2021	7.1	3.8	1.4

Total remaining unearned compensation costs	—	61.3	12.0

Weighted average remaining service period	0 years	1.6 years	2.3 years

Note 15: Income Taxes

During the three months ended March 31, 2022 and 2021, the Company recognized an income tax provision of $16.3 on income before income tax of $85.8 and $0.3 on loss before income tax of $55.7, respectively. The tax provision in each period during the three months ended March 31, 2022 and 2021, respectively, reflects the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.

Note 16: Earnings Per Share

Basic net earnings per ordinary share from continuing operations (“EPS”) is calculated by taking Net income (loss) available to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the applicable period. Diluted net EPS is computed by taking net earnings adjusted for the effect of the fair value of Private Placement Warrants divided by the weighted average number of ordinary shares outstanding increased by the number of additional shares which have a dilutive effect.

Potential ordinary shares on a gross basis of 26.9 million and 26.9 million of options, RSUs, and PSUs related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three months ended March 31, 2022 and 2021, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. See Note 13 - Shareholders’ Equity and Note 14 - Share-based Compensation for additional information.

The potential dilutive effect of our MCPS outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The resulting weighted ordinary shares of 55.3 million related to our MCPS are not included in the dilutive weighted-average ordinary shares outstanding calculation for the three months ended March 31, 2022, as their effect would be anti-dilutive.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

The basic and diluted EPS computations for our ordinary shares are calculated as follows:


	Three Months Ended March 31,
	2022		2021
Basic/Diluted EPS
Net income (loss) available to ordinary shareholders	$	69.5	$	(56.0)
Dividends on preferred shares	18.7		0.0
Net income (loss) attributable to ordinary shares	$	50.8	$	(56.0)

Basic weighted-average number of ordinary shares outstanding	682.5		602.3
Basic EPS	$	0.07	$	(0.09)

Diluted EPS
Net income (loss) attributable to ordinary shares	$	50.8	$	(56.0)
Change in fair value of private placement warrants	(94.9)		(51.2)
Net loss attributable to ordinary shares, diluted	$	(44.1)	$	(107.2)

Denominator:
Shares used in computing net loss attributable to per share to ordinary shareholders, basic	682.5		602.3
Weighted-average effect of potentially dilutive shares to purchase ordinary shares	5.5		10.3
Diluted weighted-average number of ordinary shares outstanding	688.0		612.6
Diluted EPS	$	(0.06)	$	(0.17)

Note 17: Other Operating (Income) Expense, Net

Other operating (income) expense, net, consisted of the following for the three months ended March 31, 2022 and 2021:



	Three Months Ended March 31,
	2022		2021
Net foreign exchange (gain) loss	$	(20.4)	$	16.0

Miscellaneous expense, net	6.7		0.2
Other operating (income) expense, net	$	(13.7)	$	16.2

Note 18: Segment Information

The Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). The CODM evaluates segment performance based primarily on revenue and segment Adjusted EBITDA, as described below. The CODM does not review assets by operating segment for the purposes of assessing performance or allocated resources.

Science: The Science segment consists of our Academia and Government Product Line, which includes ProQuest, and our Life Sciences Product Line. Both Product Lines provide curated, high-value, structured information and consulting services that is delivered and embedded into the workflows of our customers, which include research-intensive corporations, life science organizations and universities world-wide.

Intellectual Property: The Intellectual Property segment consists of our Patent, Trademark, Domain and IP Management Product Lines. These Product Lines help manage customer’s end-to-end portfolio of intellectual property from patents to trademarks to corporate website domains.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Each of the two operating segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The CODM evaluates performance based primarily on revenue and segment Adjusted EBITDA. Adjusted EBITDA represents net (loss) income before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), losses on extinguishment of debt, share-based compensation, unrealized foreign currency gains/(losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period.

Revenues, net by segment

The following table summarizes revenue by reportable segment for the periods indicated:


	Three Months Ended March 31,
	2022		2021
Science Segment	$	420.4	$	191.3
Intellectual Property Segment	241.8		237.1
Total Revenues, net	$	662.2	$	428.4

Adjusted EBITDA by segment

The following table presents segment profitability and a reconciliation to net income for the periods indicated:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)


	Three Months Ended March 31,
	2022		2021
Science Segment Adjusted EBITDA	$	151.2	$	90.6
Intellectual Property Segment Adjusted EBITDA	111.1		74.2
Total Adjusted EBITDA	$	262.3	$	164.8
Provision for income taxes	(16.3)		(0.3)
Depreciation and amortization	(176.4)		(131.6)
Interest expense and amortization of debt discount, net	(59.5)		(37.4)


Mark to market gain on financial instruments(1)	100.4		51.2
Deferred revenues adjustment(2)	0.2		(3.0)
Transaction related costs(3)	(6.7)		22.9
Share-based compensation expense	(37.0)		(39.0)
Restructuring and impairment(4)	(11.7)		(67.9)
Other(5)	14.2		(15.7)
Net income (loss)	$	69.5	$	(56.0)
Dividends on preferred shares	(18.7)		—
Net income (loss) attributable to ordinary shares	$	50.8	$	(56.0)
























(1) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.

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