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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2021
☐ 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)
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Jersey, Channel Islands
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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)
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Not applicable
(Zip Code)
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Registrant's telephone number, including area code:
+44 207 4334000
Securities registered pursuant to Section 12(b) of the
Exchange Act:
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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 if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act. Yes
☐ No ☒
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Exchange
Act. Yes ☐ No ☒
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.
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Large accelerated filer |
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☒
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Accelerated filer |
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☐
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Non-accelerated filer |
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Smaller reporting company |
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☐
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Emerging growth company |
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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 has filed a report on
and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.
☒
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 aggregate market value of the approximately 319.9 million
ordinary shares held by non-affiliates of the Company (assuming for
these purposes, but without conceding, that all executive officers
and directors of the Company are affiliates of the Company) as of
June 30, 2021, the last day of business of our most recently
completed second fiscal quarter, was $8.8 billion, based on
the closing sale price of the ordinary shares of $27.53 on June 30,
2021 as reported by the New York Stock Exchange.
The number of ordinary shares of the Company outstanding as of
January 31, 2022 was 683,151,263.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Definitive Proxy Statement for the 2022
Annual Shareholders Meeting are incorporated by reference into Part
III of this Form 10-K.
TABLE OF CONTENTS
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Part I
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Part II
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Index to Financial Statements
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Part III
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Part IV
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Note on Defined Terms and Presentation
We employ a number of defined terms in this annual report for
clarity and ease of reference, which we have capitalized so that
you may recognize them as such. As used throughout this annual
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.
Unless otherwise indicated, dollar amounts throughout this annual
report are presented in thousands 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 annual 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.
Industry and Market Data
The market data and other statistical information used throughout
this annual report are based on industry publications and surveys,
public filings and various government sources. Industry
publications and surveys generally state that the information
contained therein has been obtained from sources believed to be
reliable, but there can be no assurance as to the accuracy or
completeness of the included information. Statements as to our
ranking, market position and market estimates (including estimates
of the sizes and future growth rates of our markets) are based on
independent industry publications, government publications,
third-party forecasts and management’s good faith estimates and
assumptions about our markets and our internal research. We have
not independently verified such third-party information nor have we
ascertained the underlying economic assumptions relied upon in
those sources, and we are unable to assure you of the accuracy or
completeness of such information contained in this annual report.
While we are not aware of any misstatements regarding our market,
industry or similar data presented herein, such data involve risks
and uncertainties and are subject to change based on various
factors. See Item 1A. Risk Factors and Cautionary Statement
Regarding Forward-Looking Statements in this annual
report.
PART I
Item 1. Business
Overview
We are a leading global information, analytics and workflow
solutions company serving the Academia & Government, Life
Sciences & Healthcare, Professional Services and Consumer
Goods, Manufacturing & Technology end-markets. We provide
structured information and insights to facilitate the discovery,
protection, management and commercialization of scientific
research, inventions and brands. Our product portfolio includes
well-established, market-leading products such as Web of Science,
Derwent, Cortellis, DRG, CompuMark, MarkMonitor, CPA Global and
ProQuest. We serve a large, diverse and global customer base. As of
December 31, 2021, we served over 50,000 customers in
approximately 180 countries, including the top 30 pharmaceutical
companies. We believe that the strong value proposition of our
content, user interfaces, visualization and analytical tools,
combined with the integration of our products and services into
customers’ daily workflows, leads to our substantial customer
loyalty as evidenced by their high propensity to renew their
subscriptions with us.
Corporations, government agencies, universities, researchers, law
firms and other professional services organizations around the
world depend on our high-value, curated information, analytics and
services. Unstructured data has grown exponentially over the last
decade. This trend has resulted in a critical need for unstructured
data to be meaningfully filtered, analyzed and curated into
relevant information that facilitates key operational and strategic
decisions made by businesses, law firms, academic institutions and
governments worldwide. Our highly curated, proprietary information
created through our sourcing, aggregation, verification,
translation and categorization of data has resulted in our
solutions being embedded in our customers’ workflow and
decision-making processes.
For the year ended December 31, 2021, we generated approximately
$1,876,894 of revenues. We generated recurring revenues through our
subscription-based model and re-occurring revenue transactions,
which accounted for 79.1% of our revenues for the year ended
December 31, 2021. In each of the past three years, we have also
achieved annual revenue renewal rates in excess of 90% and our ten
largest customers represented only 9% of revenues for the year
ended December 31, 2021. (For information on annual revenue renewal
rates, see Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations - Key Performance
Indicators - Annual Revenue Renewal Rates).
The following charts illustrate our revenues for the year ended
December 31, 2021 by group, type and geography:
Business Segments
Our reportable segment structure is comprised of two segments:
Science and Intellectual Property (“IP”). This structure enables a
sharp focus on cross-selling opportunities within the markets we
serve and provides substantial scale. Additional information with
respect to business segment results is included in Item 7 -
Management’s Discussion and Analysis of Financial Condition and
Results of Operations, and Item 8. Financial Statements and
Supplementary Data - Note 22 to the Consolidated Financial
Statements - Segment Information.
Science Segment (48% of revenues for the year ended December 31,
2021)
Our Science segment consists of our Academia & Government and
Life Sciences & Healthcare Product Lines. Both provide curated,
high-value, structured information that is delivered and embedded
into the workflows of our customers, which include research
intensive corporations, life science and healthcare organizations,
researchers and universities world-wide.
Our product portfolio for our Science segment is summarized
below.
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Product Line |
Academia & Government |
Life Sciences & Healthcare |
Product Description |
Used to navigate scientific and academic research discoveries,
conduct analysis and evaluate research impact |
Used by life sciences and healthcare firms for drug research and
medical device research |
Curated Information Set |
Database of
2.1B+ citations, 187mm+ indexed records
|
84,000+
drug program records,
495,000
clinical trial records
|
Customers |
9,000+
leading
academic institutions
and
governments
and research intensive corporations use Web of Science and its
Journal Impact Factor
|
Trusted by the
top 30 pharma companies
and hundreds of research groups
|
Notable Products and Offerings |
Web of Science
InCites
ScholarOne
EndNote
Alma
ProQuest Central and eBook Central |
Cortellis Competitive Intelligence
Cortellis Regulatory Intelligence
Cortellis Drug Discovery Intelligence
Cortellis Generic Intelligence
|
Academia & Government Product Line
Our Academia & Government Product Line (“AGPL”) provides
products and services to organizations that plan, fund, implement
and utilize research. We deliver search and discovery services to
researchers with proprietary scientific data; we help researchers
cite their research with workflow tools; we provide data and
analytics to allow for global measures of research excellence and
university rankings; we support governments and policy makers
worldwide in assessment programs; and we inform a wide range of
sector specific consultation and reporting activities to national
and institutional research agencies across the G20 countries. We
believe that the high quality and unique nature of AGPL’s products
and the informed approach of our professional service expertise
have resulted in our information, services and workflow tools
becoming embedded within the fabric of the research community. Key
products include Web of Science, InCites, Journal Citation Reports,
EndNote, ScholarOne, Converis, Publons, Alma, ProQuest Central, and
eBook Central.
Web of Science (“WOS”), our flagship product, holds a unique and
pivotal role in the infrastructure of R&D and is frequently
utilized as a reference standard in the academic, institutional and
corporate sectors. It provides publication records and essential
metadata from trusted published assets and is linked and indexed
together via over 2.1 billion tracked citations from over 187
million indexed records going back to 1900 within the Web of
Science Core, and back to 1864 in Zoological Record. A key metric
we provide is the “Journal Impact Factor” (“JIF”), which we believe
is the most influential and best-known research metric of the last
50 years. Its primary value is as a journal-level metric to assess
what journals are the most impactful, but universities and research
funders use JIF to inform their evaluation of research excellence
when assessing faculty and selecting funding grantees. Researchers
also rely on the JIF to identify top-tier journals where they
should publish their content.
Example Use Cases
•A
physics professor planning a research program and making a grant
proposal accesses WOS to evaluate the current state of research in
her discipline, identify emerging trends within highly regarded and
relevant scientific journals and select a research topic, while the
grant-making institutions will use WOS’s analytic tools to measure
the professor’s credentials.
•A
university provost interested in evaluating her university’s
chemistry department accesses WOS and our analytical tool InCites
to measure the strength of the university’s research output and
benchmark it against comparable institutions and find the best
researchers to bolster the university’s ranking and improve the
caliber of research, and find highly cited researchers, departments
and laboratories.
Life Sciences & Healthcare Product Line
Our Life Sciences & Healthcare Product Line (“LSHPL”) provides
products and services primarily to pharmaceutical, healthcare and
biotechnology companies. We believe we provide a unique end-to-end
proposition, which links to early research workflows, and believe
there is an opportunity to stretch further into the approval and
post-approval phases of drug development.
Cortellis, our flagship LSHPL product, is used by strategy,
business development, drug development, medical affairs and
clinical professionals at pharmaceutical and biotechnology
companies to support research, market intelligence and competitive
monitoring in connection with the development and commercialization
of new drugs. Our customers use the database to access and evaluate
scientific data, drug pipeline data, clinical trial information,
drug monographs, pharmaceutical M&A data and regulatory
information, all of which have been aggregated, curated and
classified by our team of scientific experts who evaluate and
select data for inclusion in the database from a wide array of
sources. In addition, our team of experts creates high-value
content from this data, such as analytics, abstracts, conference
summaries and regulatory reports. As of December 31, 2021, our data
included more than 84,000 drug program records and more than
495,000 clinical trial records.
Example Use Case
•An
analyst at a pharmaceutical firm who is evaluating several
potential R&D programs will access the Cortellis database to
assess competitive products in the drug development pipeline,
review clinical trial data, and summarize regulatory
information.
Intellectual Property Segment (52% of revenues for the year ended
December 31, 2021)
Our 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.
Our product portfolio for our Intellectual Property segment is
summarized below.
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Product Line |
Patent |
Trademark |
Domain |
IP Management |
Product Description |
Used to search and analyze patents |
Used to monitor trademarks on an ongoing basis |
Used to register and manage portions of web domains |
Used for renewal and validation of intellectual property rights on
behalf of customers |
Curated Information Set |
Database of
103 million + patent filings across 50+ patent offices
|
180+ patent and trademark offices |
Database of
1.4 million corporate domain names
|
Database of
3.5 million patent and trademark renewals
performed annually with over
200+ patent and trademark offices
across the world
|
Customers |
Used by
50+ patent offices, large R&D organizations
of Fortune 1000 companies and various universities
|
65 industrial databases, 70 Pharma in-use databases |
Manages
46% of the top 50 most trafficked corporate website domain
portfolios
|
12,000 direct and indirect customers
including
47 out of 50 top R&D
spenders globally
|
Notable Products and Offerings |
Derwent
Innography
IncoPat |
Compumark Watch
Compumark Saegis
Compumark Search |
MarkMonitor
Brand Protection |
CPA Global
Renewals, Filing and Prosecution, Patent Search and IPMS
Solutions
|
Patent Product Line
Our Patent Product Line (“PPL”) enables customers to evaluate the
novelty of potential new products, confirm freedom to operate with
respect to their product design, help them secure patent
protection, assess the competitive technology landscape and ensure
that their products comply with required industry standards. We
provide a range of analytics capabilities and data visualization
tools to improve the efficiency and accuracy of IP-driven
decisions. Key products include Derwent Innovation, Innography and
IP Professional Services.
Derwent, our flagship PPL product, is used by R&D professionals
and lawyers to monitor patent filings, search existing patents and
analyze data to support R&D decision-making. It is a critical
resource to help our customers secure patent protection and address
litigation of patent infringement. The product is powered by
Derwent World Patents Index, our proprietary database of over 103
million patent publications from 59 patent offices, which
represented 92% of all patents published globally in 2021 and has
been developed and curated for over 50 years. The database combines
data science with our team of domain experts who correct, enrich
and abstract over seven million global patents per year in over 30
languages, as of December 31, 2021. We provide customers with
easy-to-understand summaries of patent filings that are prepared by
our domain experts, who index and translate the highly technical
and intentionally obscure patent filings into understandable
abstracts that provide insights into a patent’s novelty, use and
advantage over prior patents.
Example Use Case
•An
employee developing a new product or idea (e.g., a chemical
engineer or a product designer) will access the Derwent database of
patents to evaluate the novelty and determine the patentability of
the new product or idea.
Trademark Product Line
Our Trademark Product Line (“TPL”) provides trademark research and
protection services for businesses and law firms globally and
relies on our leading trademark database, CompuMark. CompuMark’s
offerings span the entire life cycle of a trademark, from
determining availability of a proposed trademark to monitoring for
infringement post registration. TPL provides global trademark
research and protection to corporations and law firms globally.
Over the last 30 years, the organization has curated content from
more than 180 patent and trademark offices. Coupled with industry
specific sources,
including over 65 industrial design databases and 70 Pharma in-use
databases, as of December 31, 2021, CompuMark delivers the most
comprehensive data set available for trademark
professionals.
Key products include trademark screening, trademark searching and
trademark watching. We do this by (i) providing customers with
sophisticated self-service tools to narrow large lists of potential
trademarks, which we refer to as “screening”; (ii) preparing
detailed, custom reports post screening that uncover potential
risks related to a proposed trademark, which we refer to as
“clearance searching”; and (iii) monitoring trademark applications
and other data sources on a recurring subscription revenues basis
to alert customers to potential instances of infringement post
registration, which we refer to as “watching.”
Example Use Case
•An
attorney for a large law firm helps clear a trademark for use by
its corporate customer as part of a new product launch. The
attorney first conducts a “knock-out” search as part of a
preliminary screening process using our trademark research tool and
then later orders an analyst curated “Full Search” report by
CompuMark to ensure the availability of the proposed trademark in
the markets in which the customer will be operating. In this way,
the attorney can clear both the word and image mark for use by
his/her client. The attorney will then subscribe to CompuMark’s
trademark watching services to continually ensure that none of
their customers’ valuable trademarks are being infringed
upon.
Domain Product Line
Our Domain Product Line (“DPL”) helps global enterprises establish,
manage, optimize and protect their online presence. Our primary
offering, MarkMonitor, provides a suite of technology services for
brand managers, IT managers, marketing teams, and legal counsel in
corporations to register and manage portfolios of domain names
critical for their business. This allows customers to achieve the
right balance of being easily found online without overpaying for
domains that generate little to no Internet user traffic.
MarkMonitor also provides data and domain industry insights which
help enterprises maximize the power of their portfolios, and
mitigate cyber squatters’ attempts to register domains aimed to
defraud consumers.
Example Use Case
•An
in-house counsel uses MarkMonitor to ensure that important domain
names are registered and protected from security threats such as
domain hijacking, spam, and other forms of domain name system
("DNS") abuse.
IP Management Product Line
Our IP Management Product Line ("IPMPL") provides technology
solutions and legal support services across the intellectual
property lifecycle under the CPA Global brand name. The principal
activities are renewal and validation of IP rights on behalf of
customers and the development and provision of IP management
software, as well as other activities including patent searching,
IP filing, prosecution support and trademark watching.
Example Use Case
•A
law firm partnership uses the technology solutions to provide
renewal and validation of IP rights on behalf of a
customer.
Our Strategy
The Clarivate management team has implemented a transformation
strategy designed to improve operations, increase cash flow and
accelerate revenues growth.We have embarked on a race to deliver
excellence to the markets we serve and continue our evolution as a
world-class organization. As we move forward, the focus will be on
three basic principles; focus, simplify and execute. This
means:
1. Focusing on our core capabilities and
the greatest opportunities for growth.
2. Simplifying our organization and
processes. The focus on two segments is the driver for streamlining
our operations.
3. Relentlessly driving execution of our
strategy and growth plans.
These principles will help us operate with greater focus and
urgency. They will ensure that we put our customers first, drive
accountability throughout the organization, accelerate
decision-making, and promote consistency. These tenets will enable
us to deliver long-term, sustainable growth.
With a proven operational playbook with multiple levers, we have
quickly pursued initiatives to set ourselves on a growth
trajectory. Our results for the year ended December 31, 2021 are
continued proof that our transformation is well
underway.
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Accelerate Revenue Growth |
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2021 Earnings Progress Report(1)
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~ |
Product and pricing enhancement strategies |
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1. |
Revenue growth 49.7%(2)
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~ |
Increased pipeline of new products |
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2. |
Subscription revenue growth 17.9%
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~ |
Build strength in Asia Pacific |
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3. |
Transactional revenue growth 36.8%
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~ |
Optimizing pricing and cross-sell |
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4. |
ACV growth (at constant currency) 77.8%(3)
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5. |
90.6% retention rate(4)
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Enhance Margins |
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6. |
Net loss $(311,956) (Net loss margin and margin improvement not
meaningful; reduction in Net loss of (11.0)%)
(2)
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~ |
Benefit from top-line initiatives |
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7. |
Adjusted EBITDA margin 42.6%(2)
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~ |
Simplifying Selling, General and Administrative ("SG&A") cost
structure |
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8. |
Adjusted EBITDA margin improvement 450.0 bps(2)
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~ |
Consolidating footprint |
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9. |
Adjusted EBITDA growth 64.5%(2)
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~ |
Increase automation and cloud infrastructure |
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(1)For
a reconciliation of our non-GAAP measures to the corresponding most
closely related measures calculated in accordance with GAAP, see
Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Certain Non-GAAP Measures.
(2)Results
calculated for the year ended December 31, 2021 as compared to the
year ended December 31, 2020.
(3)“ACV”
or “annualized contract value” refers to the annualized value for a
12-month period following a given date of all subscription-based
client license agreements, assuming that all license agreements
that come up for renewal during that period are renewed. The figure
above represents the year-over-year growth in the annual value of
our subscriptions as of December 31, 2021 as compared to December
31, 2020. For information on ACV, see Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations - Key Performance Indicators - Annualized Contract
Value.
(4)Retention
rate measurement period is for the year ended December 31,
2021.
Operational Improvement Initiatives
We have implemented several cost-saving and margin improvement
initiatives designed to generate substantial incremental cash flow.
We have engaged a strategic consulting firm to assist us in
optimizing our structure and cost base. The focus of these
initiatives is to identify significant cost reductions to be
implemented over the next several quarters, enabling us to deliver
margins consistent with those of our peer group. Some examples
include:
•decreasing
costs by simplifying organizational structures and rationalizing
general and administrative functions to enhance a customer-centric
focus;
•using
artificial intelligence and the latest technologies to reduce costs
and increase efficiencies for content sourcing and
curation;
•moving
work performed by contractors in-house to best-cost geographic
locations, particularly India, where we have significant scale that
can be leveraged;
•achieving
headcount productivity benchmarks and operational efficiency
metrics based on alignment with quantified sector leader
benchmarks;
•expanding
existing operations in best-cost geographic locations, aligning
with business objectives;
•minimizing
our real estate footprint by reducing facility locations
substantially over the next three years; and
•divesting
non-core assets.
Revenues Growth Initiatives
We believe a significant opportunity exists for us to accelerate
revenues growth by increasing the value of our products and
services, developing new products, cross-selling certain products
and optimizing sales force productivity. Actions to achieve such
revenues growth are expected to include:
•developing
new value-added products and services;
•delivering
an enhanced customer experience through ongoing renovations to our
products’ user interface and user experience;
•offering
additional analytics that enhance existing products and
services;
•moving
up the value chain by providing our customers with predictive and
prescriptive analytics, allowing for stronger growth and higher
retention rates;
•expanding
our footprint with new and existing customers, with significant
opportunity for growth in the Asia Pacific and emerging
markets;
•broadening
our consulting capabilities, in particular in the Science segment,
where there is considerable opportunity for us to deliver high
value consulting services to drive significant revenue
growth;
•optimizing
product pricing and packaging based on customer needs;
•increasing
sales force focus on large accounts;
•expanding
our inside sales capability to improve account coverage;
and
•restructuring
our incentive plans to drive new business, as well as cross-selling
among similar products and overlapping buying centers.
The above actions are part of an overarching effort to improve
retention rates and new business growth rates to best-in-class
levels across our portfolio.
Pursue Acquisition Opportunities
Given the fragmented nature of the broader information services
industry, we track and, where appropriate, will continue to pursue
opportunities across our product lines. From 2017 through 2021, we
completed nine small add-on acquisitions and three significant
acquisitions to augment our existing portfolio of assets and
provide additional datasets and services for our customers. Our
completed acquisitions include Publons, Kopernio, Decision
Resources Group, Bioinfogate, ProQuest, and Patient Connect within
the Science segment and TrademarkVision, SequenceBase, Darts-ip,
CPA Global, Beijing IncoPat and Hanlim in the IP segment. We also
acquired the assets of CustomersFirst Now, which was accounted for
as an asset acquisition. Certain of these acquisitions are fully
integrated into our platform, while others continue to be
integrated, and we believe they have already provided additional
value to our customers. Additionally, we divested lower margin,
non-core products lines such as MarkMonitor Brand Protection,
Antipiracy and Antifraud solutions, and Techstreet.
We are evaluating additional acquisition opportunities to
supplement our existing platform and enable us to enter new
markets. Our focus is on disciplined and accretive investments that
leverage our core strengths and enhance our current product,
market, geographic and customer strategies. We believe that our
scale and status as a global information services leader uniquely
positions us to create value through additional
acquisitions.
Positive Sector Dynamics Support Our Trajectory
We operate in the global information and analytics sector, which is
experiencing robust growth due to many factors. Data and analytics
have become critical inputs into broader corporate decision-making
in today’s marketplace, and companies and institutions are seeking
services like ours to enhance the predictive nature of their
analysis. In addition to creating greater demand for our services,
rapid innovation within our customers’ businesses has created new
use cases for our services. We have a significant addressable
opportunity of over $100 billion which represents the target
addressable market across verticals that have a need for data and
analytical services.
Customers of data and analytics products continue to approach
complex business decisions in new ways. We believe that these
customers are placing greater emphasis and value on the ability to
embed predictive and prescriptive analytics into their
decision-making processes. These customers are using smart data to
anticipate what will happen in the future, as opposed to using
historical data to study what has happened in the past. As such, we
are investing in these critical, forward-facing products and
solutions. We believe offering these types of products will
increase the value customers place on our products, allow for
stronger growth and open new addressable markets, as illustrated
below.
Significant Move Up the Value Chain with Smart Data
Offerings
Our Competitive Strengths
Leading Market Positions in Attractive and Growing Global
Markets
We offer a collection of high-quality, market-leading information
and insights products and solutions serving the Academia &
Government, Life Sciences & Healthcare, Professional Services
and Consumer Products, Manufacturing & Technology end-markets.
Through our products and services, we address the large and growing
demand from corporations, government agencies, universities,
researchers, law firms and other professional services
organizations worldwide for comprehensive, industry-specific
information and analytical tools to facilitate the discovery,
development, protection, commercialization and measurement of
scientific research, inventions and brands. We believe that the
outlook for growth in each of our Product Lines is compelling
because of customer demand for curated high-quality data,
underpinned by favorable end-market trends, such as rising global
R&D spending, growing demand for information services in
emerging markets, the acceleration of e-commerce and the increasing
number of patent and trademark applications.
A Trusted Partner Delivering Highly Curated Information Embedded
Within Customer Workflows
We believe the substantial increase in unstructured data over the
last decade has increased the importance of our proprietary,
curated databases to our customers. This trend has resulted in a
critical need for unstructured data to be meaningfully filtered,
analyzed and curated into relevant information that facilitates key
operational and strategic decisions made by businesses, academic
institutions and governments worldwide. Our suite of branded
information and insights solutions provides access to content that
has been collected, curated and standardized over decades, making
our products and services highly valued and increasingly important
for our customers. Our content curation and editorial teams include
over 1,400 employees who clean, analyze and classify unstructured
data to ensure high-quality content and an enhanced user
experience. We believe our solutions and commitment to excellence
provide us with a significant advantage in both retaining existing
and attracting new customers.
Attractive Business Model with Strong Free Cash Flow
Profile
Approximately 55.0% of revenues for the year ended December 31,
2021 were generated through annual or multi-year subscription
agreements. Approximately 24.1% of revenues for the year ended
December 31, 2021 were generated through re-occurring transactional
revenues. In addition, we have been able to achieve annual revenues
renewal rates in excess of 90% over the past three years. We
believe our business has strong and attractive free cash flow
characteristics due to our highly visible and recurring
subscription revenues stream, attractive Adjusted EBITDA margins,
low capital expenditure requirements and favorable net working
capital characteristics. Anticipated revenue growth, margin
improvement and effective working capital management are expected
to result in strong free cash flow generation. We believe this will
create capacity to invest further into the business so that we can
grow and maximize shareholder returns.
Diversified Product Lines with Longstanding Customer
Relationships
We believe that the diversified nature of our Product Lines
enhances the stability of our entire platform as we are not
dependent on any one end-market, product, service or customer. We
serve a large, diverse and global customer base, and as of December
31, 2021, we served over 50,000 customers in approximately 180
countries, including the top 30 pharmaceutical companies. Our 10
largest customers represented only 9% of revenues for the year
ended December 31, 2021. We believe the strong value proposition
offered by our content, combined with the integration of our
products and services into our customers’ daily workflows and
decision-making processes, leads to substantial customer loyalty.
Our relationships with our top 50 customers by revenues have an
average lifespan of over 15 years. Our diverse global footprint is
highlighted by the distribution of our revenues for the year ended
December 31, 2021 by geography: Americas (49.4%), Europe/Middle
East/Africa (29.6%), and Asia Pacific (21.0%).
Resilience Through Economic Cycles
We believe our business is resilient across economic cycles because
our products and services are an integral part of our customers’
decision-making processes. We believe multi-year agreements also
help to maintain this resiliency. During the COVID pandemic,
certain of our key products realized year-over-year revenue
increases and have been able to maintain annual revenues renewal
rates in excess of 90%. In addition, our diverse global footprint
reduces our exposure to national and regional economic
downturns.
Our performance is largely due to the sectors we serve and the deep
integration of our products with our customers’ workflows, which
provides for a resilient business model even during an economic
downturn.
Background and History
Clarivate Plc was registered on January 7, 2019 and is organized
under the laws of Jersey, Channel Islands. Our registered office is
located at 4th Floor, St Paul’s Gate, 22-24 New Street, St. Helier,
Jersey JE1 4TR. Our principal business offices are located at 70
St. Mary Axe, London EC3A 8BE, United Kingdom, where our main
telephone number is +44 207 4334000. We maintain a website at
www.clarivate.com. In addition, the SEC maintains a website that
contains reports, proxy and information statements, and other
information regarding issuers (including Clarivate) that file
electronically with the SEC at www.sec.gov.
Our predecessors date back to the acquisition of two
industry-leading information services businesses: Derwent World
Patents Index (“DWPI”) and Institute for Scientific Information
(“ISI”). DWPI was founded in 1951 by Monte Hyams who first began
abstracting and publishing British patents on a weekly basis. This
platform was then launched as the first online patent search tool
in 1974. ISI was founded in 1957 by Dr. Eugene Garfield as a series
of databases which laid the foundation for modern day bibliometrics
and the influential Journal Impact Factor indicator. Thomson
Reuters acquired DWPI in 1984 and ISI in 1992; it made further
investments in complementary businesses centered on life science
research and domain management.
Since Thomson Reuters acquired DWPI and ISI, the business now known
as Clarivate has emerged as the leading global information and
analytics company serving the scientific research, intellectual
property and life sciences end-markets. Through product
development, investment and acquisitions, we have developed a full
suite of solutions providing high-value structured information that
facilitates the discovery, protection and commercialization of
scientific research,
innovations and brands.
During the majority of its time under prior ownership, the Company
operated as a set of non-core, separate divisions until Thomson
Reuters decided in 2015 to divest them. This decision led to two
key transformative events.
The first transformative event occurred in October 2016, when Onex
and Baring acquired subsidiaries and assets comprising the
intellectual property and science business of Thomson Reuters for
$3,566,599 and formed Clarivate.
Onex, Baring and the new executive team they put in place focused
on transitioning the business to be a standalone company and
completed a substantial number of operational improvements,
including:
•building
a new senior executive management team;
•investing
in our core products to upgrade their content, functionality,
analytical tools and user interfaces;
•completing
the acquisitions of Publons, Kopernio, TrademarkVision, and
SequenceBase to complement our product offerings;
•implementing
initial cost savings initiatives; and
•fully
transitioning the business from reliance on Thomson
Reuters.
The second transformative event occurred in January 2019, when
Churchill Capital Corp, a special purpose acquisition company led
by Mr. Stead, announced that it would combine with Clarivate in a
transaction completed in May 2019. Following the merger, the
ordinary shares of Clarivate began trading on the New York Stock
Exchange (“NYSE”) and NYSE American. Clarivate shares now trade on
the NYSE under the symbol “CLVT”.
Recent Developments
Strategic Acquisitions
Acquisition of ProQuest
On December 1, 2021, we acquired 100% of ProQuest, a leading global
software, data and analytics provider to academic, research and
national institutions, and its subsidiaries from Cambridge
Information Group (“CIG”), Atairos and certain other equityholders
(collectively, the “Seller Group”). The aggregate consideration in
connection with the closing of the ProQuest acquisition was
$4,994,334, net of $52,514 cash acquired. The aggregate
consideration was composed of (i) $1,094,901 from the issuance of
up to 46,910,923 ordinary shares to the Seller Group and (ii)
approximately $3,951,947 in cash, including approximately $917,491
to fund the repayment of ProQuest debt. We funded the cash purchase
price through a combination of cash on hand, new debt financing in
the form of the Senior Unsecured Notes and the Senior Secured Notes
(see Note 14 of the Notes to Consolidated Financial Statements) and
equity financing in the form of the June 2021 Ordinary Share
Offering and the 5.25% Series A Mandatory Convertible Preferred
Shares Offering (see Note 16 of the Notes to Consolidated Financial
Statements).
Acquisition of CPA Global
On October 1, 2020, we acquired 100% of the assets, liabilities and
equity interests of CPA Global, a global leader in intellectual
property software and tech-enabled services. Clarivate acquired all
of the outstanding shares of CPA Global in a cash and stock
transaction. The aggregate consideration in connection with the
closing of the CPA Global acquisition was $8,540,886, net of
$102,675 cash acquired, including an equity hold back consideration
of $46,485, which was issued in January 2021. The aggregate
consideration was composed of (i) $6,565,477 from the issuance of
up to 218,183,778 ordinary shares to Redtop Holdings Limited, a
portfolio company of Leonard Green & Partners, L.P.,
representing approximately 35%
pro forma
fully diluted ownership of Clarivate and (ii) approximately
$2,078,084 in cash to fund the repayment of CPA Global's parent
company outstanding debt of $2,055,822 and related interest swap
termination fee of $22,262. Of the 218,306,663 ordinary shares
issuable in the acquisition, Clarivate issued 210,357,918 ordinary
shares as of October 1, 2020. There were 6,325,860 shares that were
issued to Leonard Green & Partners, L.P. that were returned to
Clarivate to fund an Employee Benefit Trust established for the CPA
Global Phantom Equity Plan. Accordingly, these shares were excluded
from purchase price consideration.
In conjunction with the closing of the transaction, the Company
incurred an incremental $1,600,000 of term loans under our term
loan facility and used the net proceeds from such borrowings,
together with cash on hand, to fund the transaction.
Acquisition of Decision Resources Group
On February 28, 2020, we acquired 100% of the assets, liabilities
and equity interests of Decision Resources Group ("DRG"), a premier
provider of high-value data, analytics and insights products and
services to the healthcare industry, from Piramal Enterprises
Limited ("PEL"), which is a part of global business conglomerate
Piramal Group. The acquisition helps us expand our core businesses
and provides us with the potential to grow in the Life Sciences
Product Line.
The aggregate consideration paid in connection with the closing of
the DRG acquisition was $964,997, composed of $900,000 of base cash
plus $6,100 of adjusted closing cash paid on the closing date and
up to 2,895,638 of the Company's ordinary shares issued to PEL in
March 2021. The contingent stock consideration was valued at
$58,897 on the closing date and was revalued at each period end and
included in the Accrued expenses and other current liabilities in
the Consolidated Balance Sheets.
Redemption of Public Warrants
On February 20, 2020, we announced the redemption of all of our
outstanding public warrants to purchase our ordinary shares that
were issued as part of the units sold in the Churchill Capital Corp
initial public offering and remained outstanding at 5:00 p.m. New
York City time on March 23, 2020, for a redemption price of $0.01
per public warrant. In addition, our Board of Directors elected
that, upon delivery of the notice of the redemption on February 20,
2020, all public warrants were to be exercised only on a “cashless
basis.” Accordingly, by virtue of the cashless exercise of public
warrants, exercising public warrant holders received 0.4626 of an
ordinary share for each public warrant, and 4,747,432 ordinary
shares were issued for public warrants exercised on a cashless
basis and 4,649 public warrants were redeemed for $0.01 per public
warrant. As of December 31, 2020, no public warrants were
outstanding.
The private warrants issued in a private placement concurrently
with the Churchill Capital Corp initial public offering and still
held by their initial holders were not subject to this
redemption.
Dispositions
Disposition of Techstreet
On November 6, 2020, the Company completed the sale of certain
assets and liabilities of non-core assets and liabilities within
the IP segment for a total purchase price of $42,832. A gain of
$28,140 was recognized in the Consolidated Statements of Operations
during the year ended December 31, 2020.
MarkMonitor Brand Protection, Antipiracy and Antifraud
Disposition
In November 2019, we announced an agreement to sell the MarkMonitor
brand protection, antipiracy and antifraud businesses, and
completed such divestiture on January 1, 2020. We retained the
MarkMonitor Domain Management business.
Customers
We serve a large, diverse and global customer base and, as of
December 31, 2021, we served over 50,000 customers in approximately
180 countries. Our customers either use our databases on an
exclusive basis or on a dual-sourced basis and our 10 largest
customers represented only 9%, 6% and 5% of revenues for the years
ended December 31, 2021, 2020 and 2019, respectively.
Competitive Environment
We believe the principal competitive factors in our business
include the quality of content embedded in our databases and those
of our competitors, customers’ perception of our products relative
to the value that they deliver, user interface of the products, and
the quality and breadth of our overall offerings. We believe we
compete favorably with respect to each of these
factors.
We believe no single competitor currently offers the same scope of
services and market coverage we provide, nor do we provide the same
scope of services and market coverage as our competitors. The
breadth of markets we serve exposes us to a broad range of
competitors as described below.
Our primary competitors differ by product line and include the
following companies and product offerings:
•Abstracting
and Indexing Database Market:
Elsevier (Scopus, SciVal), and Digital Science
(Dimensions);
•Patent
Protection Market:
LexisNexis (TotalPatent), Minesoft (PatBase) and Questel
(Orbit);
•Life
Sciences Regulatory and Competitive Intelligence
Market:
Evaluate (Evaluate Pharma), Global Data (Global Data
Pharmaceuticals), Informa (Pharma Intelligence, BioMedTracker,
Pharmaprojects, Trialtrove, Sitetrove), IQVIA (Tarius) and Qiagen
(Qiagen Services);
•Trademark
Protection Market:
Corsearch (Contour, Corsearch Screening, search and watch
services), and Markify (ComprehensiveSearch, ProSearch and
trademark and domain watch); and
•Domain
Management Market:
Corporation Service Company ("CSC") (domain name management) and
AppDetex (domain management and online brand
protection).
•Academic
and Government Market:
Barriers to entering the higher education, research institutions,
corporate, K-12, government agency and public organization markets,
especially with respect to Open Access and Open Educational
Resource products and platforms, are relatively low, and we expect
competition in these markets to intensify.
Sources of Data
The data supporting our products and services is sourced
principally through two different types of arrangements. First, we
source data generally at little or no cost from public sources,
including federal, state and local governments. Second, we purchase
data from third-party data aggregators under contracts that reflect
prevailing market pricing for the data elements
purchased.
Technology
Our information technology systems are fundamental to our success.
They are used for the storage, processing, access and delivery of
the data which forms the foundation of our business and the
development and delivery of our solutions provided to our
customers.
We generally own or have secured ongoing rights to use for the
purposes of our business all the customer-facing applications which
are material to our operations.
We are continually transforming our content, products, services and
company to better meet our customers’ needs. We also are focused on
securing our customer data and global systems as we implement and
enhance our security programs. We are migrating the infrastructure
for several of our customer applications and content databases to a
third-party service provider, which provides a distributed
computing infrastructure platform for business operations, or what
is commonly referred to as a “cloud” computing
service.
Intellectual Property
As of December 31, 2021, we owned approximately 1,786 registered
trademarks, 98 trademark applications, 5,037 domain names, 169
granted patents and 59 patent applications. We also own certain
proprietary software. In addition, we are licensed to use certain
third-party software, and obtain significant content and data
through third-party licensing arrangements with content providers.
We consider our trademarks, service marks, databases, software and
other IP to be proprietary, and we rely on a combination of
statutory (e.g., copyright, trademark, trade secret and patent),
contractual and technical safeguards to protect our IP rights. We
believe that the IP we own and license is sufficient to permit us
to carry on our business as presently conducted.
Our agreements with our customers and business partners place
certain restrictions on the use of our IP. As a general practice,
employees, contractors and other parties with access to our
proprietary information sign agreements that prohibit the
unauthorized use or disclosure of our IP and confidential
information.
New Product Development
We believe that innovation is essential to our success and is one
of our primary bases of competition. We believe we are uniquely
positioned to help shape how professionals find, evaluate, interact
with, consume and act upon information. We are focused on
developing capabilities to improve our products’ user interfaces,
analytical tools, searching algorithms and content curation
processes. Our current focus includes building out a technology
platform focused on search technologies, big data and analytics,
machine learning, social computing and natural language
technologies. This will enable more rapid product development as we
shift our investment focus toward new products rather than
maintenance of legacy technology.
We also add to our business line offerings through acquisitions. We
have completed three significant acquisitions in 2021 and 2020
including ProQuest and DRG, expanding our Sciences product
offerings, and CPA Global, broadening our IP product offerings.
During the past five years we have completed small add-on
acquisitions to augment our existing portfolio of assets and
provide additional datasets and services for our customers. Given
the fragmented nature of the broader information services industry,
we track and, where appropriate, have pursued opportunities across
our Product Lines. This includes, for example, Connect in CPA
Global. These acquisitions are fully integrated into our platform
and we believe they have already provided additional value to our
customers.
When we find it advantageous, we augment our proprietary data
sources and systems by forming alliances with other leading
information providers and technology companies and integrating
their product offerings into our offerings. This approach gives our
customers the opportunity to obtain the information they need from
a single source and more easily integrate the information into
their workflows.
Enforcement of Civil Liabilities
U.S. laws do not necessarily extend either to us or our officers or
directors. We are incorporated under the laws of Jersey, Channel
Islands. Some of our directors and officers reside outside of the
United States. Substantially all of our assets and the assets of
our directors and officers are located outside the United States.
As a result, it may not be possible for investors to effect service
of process on either us or our officers and directors within the
United States, or to enforce against these persons or us, either
inside or outside the United States, a judgment obtained in a U.S.
court predicated upon the civil liability provisions of the federal
securities or other laws of the United States or any U.S.
state.
We have appointed Vistra USA, LLC, as our agent to receive service
of process with respect to any action brought against us in the
United States under the federal securities laws of the United
States or of the laws of any state of the United
States.
A judgment of a U.S. court is not directly enforceable in Jersey,
but constitutes a cause of action which may be enforced by Jersey
courts provided that:
•the
applicable U.S. courts had jurisdiction over the case, as
recognized under Jersey law;
•the
judgment is given on the merits and is final, conclusive and
non-appealable;
•the
judgment relates to the payment of a sum of money, not being taxes,
fines or similar governmental penalties;
•the
defendant is not immune under the principles of public
international law;
•the
same matters at issue in the case were not previously the subject
of a judgment or disposition in a separate court;
•the
judgment was not obtained by fraud; and
•the
recognition and enforcement of the judgment is not contrary to
public policy in Jersey.
Jersey courts award compensation for the loss or damage actually
sustained by the plaintiff. Although punitive damages are generally
unknown to the Jersey legal system, there is no prohibition on them
either by statute or customary law. Whether a particular judgment
may be deemed contrary to Jersey public policy depends on the facts
of each case, though judgments found to be exorbitant,
unconscionable, or excessive will generally be deemed as contrary
to public policy. Moreover, certain defendants may qualify for
protection under Protection of Trading Interests Act 1980, an act
of the UK extended to Jersey by the Protection of Trading Interests
Act 1980 (Jersey) Order, 1983. This Act provides that a qualifying
defendant is not liable for multiple damages, in excess of that
required for actual compensation. A “qualifying defendant” for
these purposes is a citizen of the UK and its Colonies (as defined
in the Act), a corporation or other limited liability entity
organized under the laws of the UK, Jersey or other territory for
whose international relations the UK is responsible or a person
conducting business in Jersey.
Jersey courts cannot enter into the merits of the foreign judgment
and cannot act as a court of appeal or review over the foreign
courts. It is doubtful that an original action based on U.S.
federal or state securities laws could be brought before Jersey
courts. In addition, a plaintiff who is not resident in Jersey may
be required to provide a security bond in advance to cover the
potential of the expected costs of any case initiated in Jersey. In
addition, Clarivate has been further advised by our legal counsel
in Jersey that it is uncertain as to whether the courts of Jersey
would entertain original actions or enforce judgments from U.S.
courts against us or our officers and directors which originated
from actions alleging civil liability under U.S. federal or state
securities laws.
Marketing, Sales and Customer Support
We primarily sell our products and services directly to our
customers, although some of our products and services are sold
through partners. Focusing some of our sales and marketing efforts
on digital sales and marketing has allowed us to broaden our range
of customers and reduce sales and marketing costs.
We annually develop sales, distribution and marketing strategies on
a product-by-product and service-by-service basis. We leverage
customer data, business and market intelligence and competitive
profiling to retain customers and cross-sell products and services,
while also working to promote unified brand recognition across all
our products and services.
Our sales teams participate in both service and sales activities.
They provide direct support, interacting frequently with assigned
customers to assure a positive experience using our products and
services. Sales people primarily seek out new sales opportunities,
including existing customer retention and upsell, and work with the
various sales teams to coordinate sales activity and provide the
best solutions for our customers. A portion of our sales people’s
compensation is tied to revenues retention. We believe our sales
people’s product knowledge and local presence differentiates us
from our competition.
In addition, we employ product specialists who are subject-matter
experts and work with sales people on specific opportunities for
their assigned products. Both sales people and product specialists
have responsibility for identifying new sales opportunities. A team
approach and a common customer relationship management system allow
for effective coordination between the two groups.
Human Capital
As of December 31, 2021, we had approximately 11,095 full-time and
approximately 258 part-time employees located in 43 countries
around the world supporting our business operations. Of our total
employees, 3,391 were located in the Americas, 4,940 were located
in APAC and 3,022 were located in EMEA. The below chart summarizes
the percentage of our employees by geographic area:
None of our employees in the United States are represented by
unions; however, customary representation by unions
and
works councils applies for certain of our non-U.S. employees. We
consider our relationship with our employees to be good and have
not experienced interruptions to operations due to labor
disagreements.
Diversity, Equity, Inclusion & Belonging ("DEIB")
We have taken our commitment to diversity, equity, inclusion and
belonging to a whole new level, especially after witnessing
instances of civil unrest and outcries for real change. We believe
that our colleagues are our most important competitive advantage
and see people coming together from different cultures and
backgrounds, with different life experiences, as a key driver of
innovation. We know that colleagues who feel engaged and included
will be the most proactive and productive. Our goal is to weave
these principles into the fabric of our culture to become a
recognized global leader and employer of choice. Throughout our
organization and across all our regions, we are accelerating
innovation and action in support of a more diverse and inclusive
workforce. As a company, we are magnifying our voice, our platform
and our resources to address injustice and inequity wherever it
occurs.
In 2020, we signed the CEO Action for Diversity & Inclusion,
the largest CEO-driven business commitment to advancing diversity
and inclusion in the workplace. As part of our commitment to the
CEO Action for Diversity & Inclusion, we supported two
colleagues to represent Clarivate as Racial Equity Fellows, and
continue to do so in 2022.
We are also signatories to the UN Women’s Empowerment Principles,
and the UN Global Compact and in 2021, proudly joined the coalition
of Scientific publishing organizations and national laboratories,
partnering on transgender-inclusive name-change process for
published papers.
Name changes allow researchers of all genders to own their academic
work.
We are taking positive actions to further diversity, equity,
inclusion and belonging led by the Clarivate Diversity Council. Our
five-pillar framework of Leadership, Culture, Workplace practices,
Business integration and Community, includes key elements such as
Board level accountability through the Nominating, Governance and
Sustainability Committee, Board Diversity Policy, advancing people
analytics and metrics insights, setting targets for diverse hiring
in every part of our organization, non-bias training and education,
engaging in difficult conversations around the role of race in our
company and society, strategic structure and support for colleague
engagement through Colleague Resource Groups and supporting
diversity throughout our supply chain and in our communities. The
Company's Colleague Resource Groups include:
•SPECTRUM,
Clarivate’s LGBTQ+ and Allies resource group;
•Women
@ Clarivate,
support of advancing the Women’s Empowerment
Principles;
•Vibrant,
Clarivate’s colleague resource group focused on racial & ethnic
diversity, inclusion and equity;
•Military
Veterans at Clarivate,
supporting members with military backgrounds, including military
family members and supporters;
•Clarivate
Volunteer Network,
to explore and promote the benefits of volunteering and reach our
Sustainability goals; and
•Element,
the Environment and Climate Change colleague resource group to
raise awareness of the environment and our impact on it and to
promote activities and behaviors to address our environmental
impact.
Learning and Development Programs
Our learning and development ("L&D") philosophy is about
bringing our organizational beliefs and values to life – to map our
actions and behaviors to our words. It’s about empowering each
colleague to be their best self every day and providing a wide
range of skills development opportunities applicable now and for
the future. Some guiding principles include:
•We
develop our L&D plans and programs in alignment with our key
business functions to help further our mutual success and avoid
creating silos;
•Our
L&D commitments are performance related and designed to improve
corporate, functional, team and individual
accountability;
•We
strongly believe that every colleague across our entire business
should be provided equal opportunities to learn, develop and
grow;
•We
believe in empowering individual colleagues with their own L&D
milestones. With ownership comes commitment, responsibility and
greater chances of success for ongoing learning and development;
and
•We
continuously focus on outcomes and business impact when it comes to
evaluating L&D programs.
Retention and Engagement
The Company has spent the past three years fostering a values-led
culture that begins with the Company’s Purpose and Vision that
human ingenuity can transform the world and we will improve the way
the world creates, protects and advances innovation. With a
continuous focus on three company Values (aim for greatness, value
every voice and own your actions) along with transparent
communication and a wide variety of colleague support programs, our
colleague engagement has steadily climbed and reached a score of 75
(out of 100) in October 2021.
We provide a variety of benefits to promote retention and growth of
our employees. We strive to offer equitable pay and competitive
salaries and wages. In addition, we have historically provided an
annual broad-based equity grant to our employees to promote a sense
of company pride and ownership. We offer a comprehensive benefits
package that gives a robust collection of rewards and benefits,
including healthcare and insurance benefits, and retirement savings
plans. We also host a number of affinity groups for our employees.
We have an online academy that fosters a learning culture,
leveraging the knowledge and expertise of our people.
Workplace Health and Safety
We have invested in a robust, proven health and well-being strategy
to foster a healthier, happier and more productive workforce. We’re
committed to providing colleagues with meaningful resources to
support their personal, family and community needs using a holistic
approach that focuses on four key pillars of well-being: Physical,
Financial, Social and Emotional. As part of a new level of health
and wellness engagement, we:
•Launched
‘Be Well’, our new, online well-being platform that enables
colleagues to take a health assessment, track daily health habits,
participate in health and fitness challenges, sync mobile and
fitness devices and more - all while earning rewards along their
personalized well-being journey;
•Leverage
data insights from benefits utilization reports, real-time
analytics, colleague feedback and more to continuously enhance our
engagement and impact;
•Provide
access to science-based tools and technologies to help colleagues
better navigate the digital workplace while balancing needs at
home; and
•Leverage
proven techniques to enhance mindfulness, stress management,
emotional intelligence, resilience, quality of sleep, performance
and more.
We have also provided the following support during the COVID-19
pandemic:
•Maintained
a steady, compassionate communications with colleagues to help them
ensure they remain safe and informed, including weekly live Q&A
sessions with the CEO and leadership team;
•Increased
focus on mental health and well-being in response to disruptive
impact of the global pandemic;
•Prioritized
and promoted our global Employee Assistance Program ("EAP") to
provide all colleagues with the support they need;
•Enhanced
existing programs, such as increased paid time off, expanded
child/elder care benefits, allowed rollovers and mid-year election
changes to pre-tax spending accounts in the United States, adopted
several CARES Act provisions in our 401(k) Plan and more;
and
•Launched
a financial hardship assistance program in response to COVID-19
which delivered funding to help colleagues and their
families.
Sustainability and Environment, Social and Governance
(“ESG”)
Recognizing that sustainability and ESG are critical to the
Company’s future success, a formal ESG commitment was launched in
2020, with the issuance of our inaugural sustainability report in
2021, landing in the 76th
percentile in the S&P Global Corporate Sustainability
Assessment upon our first entry.
Sustainability is everything we do, and we approach it holistically
across all aspects of ESG dimensions, in support of and alignment
with the United Nations Sustainable Development Goals.
ESG pillars of Sustainability@Clarivate
We are progressing at a rapid pace since launching our ESG journey,
with ambitious goals to be listed on the DJSI in 2024 and be carbon
neutral for all known and measurable emissions.
As we work to advance a more sustainable world, we have begun
mapping all we do to the UN Sustainable Development Goals ("SDG"),
with a focus on mapping our customer impact and SDGs 3, 9, and 12;
and internally focused on responsible business practices that
address SDG 12, 13 and 10.
Environment: We continue to work on minimizing environmental
impacts, with our global e-waste program, and in 2021 publishing
environmental metrics for 75%+ of facilities for the first time,
thus also enabling us to report into the CDP for the first time. We
are now evaluating our suppliers for ESG performance, having
invited our 100 top suppliers to participate in our ESG
assessments, with over 30% of supplier spend now completed the
assessments.
We are making great strides in our Climate Transition planning with
improved ability to capture, track, minimize and mitigate our
carbon footprint, SDG 13.
Social: Our social efforts are focused on our colleagues and our
community.
In 2021, we reported out in our sustainability report many human
capital metrics for the first time and we continue to build our
capabilities for robust people metrics management, as we advance
our DEIB efforts in support of SDG 10 and reducing inequalities. We
participated for the first time in the Diversity 50 and Corporate
Equality Index, helping to build upon our work and further inform
our DEIB strategy. We have over 80 global and local sustainability
teams and colleague resource groups, working in alignment through
the Global Engagement Council to enable colleague actions and real
impact.
Through our Clarivate Volunteer Network, we shared over 14,000
hours of time helping in communities around the world and launched
a global volunteer recognition program. We are building meaningful
strategic partnerships that further strengthen our engagement
opportunities, community impact and advance all 17
SDGs.
Governance: We are committed to maintaining the highest level of
trust, transparency and ethics in all we do, and are proud
participants in the UN Global Compact, including participation in
the UN SDG Ambition program. In 2021 Sustainability officially
became of the Board Committee, known as the Nominating, Governance
and Sustainability Committee. We have a robust privacy center
online, published the Board Diversity statement and updated the
Modern Slavery statement.
The company achieved ISO 27001 in recognition of the critical
importance of information security.
Seasonality
Our cash flows from operations are generated primarily from
payments from our subscription customers and the standard term of a
subscription is typically 12 months. When a customer enters into a
new subscription agreement, or submits a notice to renew their
subscription, we typically invoice for the full amount of the
subscription period, record the balance to deferred revenues and
ratably recognize the deferral throughout the subscription period.
As a result, we experience cash flow seasonality throughout the
year, with a heavier weighting of operating cash inflows occurring
during the first half, and particularly first quarter, of the year,
when most subscription invoices are sent, as compared to the second
half of the year.
Regulatory Environment
Certain of our Product Lines provide authorized customers with
products and services such as access to public records. Our Product
Lines that provide such products and services are subject to
applicable privacy and consumer information laws and regulations,
including U.S. federal and state and European Union (“EU”) and
member state regulation. Our compliance obligations vary from
regulator to regulator, and may include, among other things, strict
data security programs, submissions of regulatory reports,
providing consumers with certain notices and correcting
inaccuracies in applicable reports. Many of these laws and
regulations are complex and their application to us, our customers
or the specific services and relationships we have with our
customers are not always clear. Our failure to accurately
anticipate the application of these laws and regulations, or any
failure to comply, could create liability for us, result in adverse
publicity and otherwise negatively affect our business. See Item
1A. Risk Factors for more information about the impact of
government regulation on our company.
Item 1A. Risk Factors
Investing in our ordinary shares involves risks. You should
carefully consider the risks described herein before making a
decision to invest in our ordinary shares. If any of these risks
actually occurs, our business, financial condition and results of
operations could be materially and adversely affected. In such
case, the trading price of our ordinary shares would likely
decline, and you may lose all or part of your
investment.
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, could adversely impact our
business.
Our reputation and ability to attract, retain and serve our
customers is dependent upon the reliable performance and security
of our computer systems and those of third parties that we utilize
in our operations to collect, store and use public records, IP and
sensitive data. We expend significant resources to develop and
secure our systems, but they may be subject to damage or
interruption from natural disasters, terrorist attacks, power loss,
Internet and telecommunications failures and cybersecurity risks.
Our computer systems and those of third parties we use in our
operations may be vulnerable to cybersecurity risks, including
cyber-attacks from state-sponsored entities and individual
activity, such as computer viruses, denial of service attacks,
physical or electronic break-ins and similar disruptions. We have
implemented certain systems and processes to thwart hackers and
protect our data and systems; however, these systems and processes
may not be effective and, similar to many other global
multinational companies, we experience cyber-threats, cyber-attacks
and other attempts to breach the security of our systems. Any
fraudulent, malicious or accidental breach of data security could
result in unintentional disclosure of, or unauthorized access to,
customer, vendor, employee or other confidential or sensitive data
or information, which could potentially result in additional costs
to our company to enhance security or to respond to occurrences,
lost sales, violations of privacy or other laws, notifications to
individuals, penalties or litigation. Any failure of our systems,
significant disruption to our operations or unauthorized access to
our systems or those of third parties (or “cloud” computing service
providers) we contract with to host our computing could result in
significant expense to repair, replace or remediate systems,
equipment or facilities, a loss of customers, legal or regulatory
claims, and proceedings or fines and adversely affect our business
and results of operations. We do not have control over the
operations of the facilities of the third party cloud computing
service that we use. This, coupled with the fact that we cannot
easily switch our cloud computing operations to another cloud
provider, means that any disruption of or interference with our use
of our current third party cloud computing service could disrupt
our operations and our business could be adversely
impacted.
If our products and services do not maintain and/or achieve 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 revenues could be adversely
affected.
Our business is characterized by rapidly changing technology,
evolving industry standards and changing regulatory requirements.
Our growth and success depend upon our ability to keep pace with
such changes and developments and to meet changing customer needs
and preferences. Our business could also be affected by
macroeconomic factors beyond our control and our ability to keep
pace with technology and business and regulatory changes is subject
to a number of risks, including that we may find it difficult or
costly to:
•update
our products and services and develop new products and services
quickly enough to meet our customers’ needs;
•make
some features of our products work effectively and securely or with
new or changed operating systems; and
•update
our products and services to keep pace with business, evolving
industry standards, regulatory requirements and other developments
in the markets in which our customers operate.
In addition, the principal customers for certain of the products
and services are universities and government agencies, which fund
purchases of these products and services from limited budgets that
are sensitive to changes in private and governmental sources of
funding. Recession, economic uncertainty or austerity have
contributed, and may in the future contribute, to reductions in
spending by such sources. Accordingly, any further decreases in
budgets of universities or government agencies, which have remained
under pressure, or changes in the spending patterns of private or
governmental sources that fund academic institutions, could
adversely affect our results of operations.
The loss of, or the inability to attract and retain, key personnel
could impair our future success.
Our future success depends to a large extent on the continued
service of our employees, including our experts in research and
analysis and other areas, as well as colleagues in sales,
marketing, product development, critical operational roles, and
management, including our executive officers. We must maintain our
ability to attract, motivate, and retain highly qualified
colleagues in order to support our customers and achieve business
results. The loss of the services of key personnel and our
inability to recruit effective replacements or to otherwise
attract, motivate, or retain highly qualified personnel could have
a material adverse effect on our business, financial condition, and
operating results.
Our collection, storage and use of personal data are subject to
applicable data protection and privacy laws, and any failure to
comply with such laws may harm our reputation and business or
expose us to fines and other enforcement action.
In the ordinary course of business, we collect, store, use and
transmit certain types of information that are subject to different
laws and regulations. In particular, data security and data
protection laws and regulations that we are subject to often vary
significantly by jurisdiction, such as the privacy requirements of
the Health Insurance Portability and Accountability Act and the
stringent operational requirements for processors and controllers
of personal data implemented by the EU-wide General Data Protection
Regulation. It also significantly increased penalties for
noncompliance, including where we act as a data processor. Data
security and data protection laws and regulations are continuously
evolving and there are currently a number of legal challenges to
the validity of EU mechanisms for adequate data transfers such as
the Privacy Shield Framework and the Standard Contractual Clauses.
Although we have implemented policies and procedures that are
designed to ensure compliance with applicable laws, rules and
regulations, if our privacy or data security measures fail to
comply with applicable current or future laws and regulations,
including, without limitation, the EU ePrivacy Regulation and the
California Consumer Privacy Act, we will likely be required to
modify our data collection or processing practices and policies in
an effort to comply with such laws and regulations, and we could be
subject to increased costs, fines, litigation, regulatory
investigations, and enforcement notices requiring us to change the
way we use personal data or our marketing practices or other
liabilities such as compensation claims by individuals affected by
a personal data breach, as well as negative publicity and a
potential loss of business.
Our business continuity plans may not be effective against events
that may adversely impact our business.
We have established operational policies and procedures that manage
the risks associated with business continuity and recovery from
potential disruptions to our business. These policies and
procedures are designed to increase the likelihood
that we are prepared to continue operations during times of
unexpected disruption and we have taken steps to minimize risks
that could lead to disruptions in our operations and to avoid our
customers being harmed in the event of a significant disruption in
our operations. However, there is no guarantee that these measures
will be effective in minimizing any disruption from unexpected
events that could result from a variety of causes, including human
error, natural disasters (such as hurricanes and floods),
infrastructure or network failures (including failures at
third-party data centers, by third party cloud-computing providers,
or of aging technology assets), and a disruption to our business
that we are not capable of managing could adversely affect
us.
We are dependent on third parties, including public sources, for
data, information and other services, and our relationships with
such third parties may not be successful or may change, which could
adversely affect our results of operations.
Substantially all our products and services are developed using
data, information or services obtained from third-party providers
and public sources or are made available to our customers or are
integrated for our customers’ use through information and
technology solutions provided by third-party service providers. We
have commercial relationships with third-party providers whose
capabilities complement our own and, in some cases, these providers
are also our competitors. The priorities and objectives of these
providers, particularly those that are our competitors, may differ
from ours, which may make us vulnerable to unpredicted price
increases and unfavorable licensing terms. Agreements with such
third-party providers periodically come up for renewal or
renegotiation, and there is a risk that such negotiations may
result in different rights and restrictions which could impact our
customers’ use of the content. From time to time, we may also
receive notices from third parties claiming infringement by our
products and services of third-party patent and other IP rights and
as the number of products and services in our markets increases and
the functionality of these products and services further overlaps
with third-party products and services, we may become increasingly
subject to claims by a third party that our products and services
infringe on such party’s IP rights. Moreover, providers that are
not currently our competitors may become competitors or be acquired
by or merge with a competitor in the future, any of which could
reduce our access to the information and technology solutions
provided by those companies. If we do not maintain, or obtain the
expected benefits from, our relationships with third-party
providers or if a substantial number of our third-party providers
or any key service providers were to withdraw their services, we
may be less competitive, our ability to offer products and services
to our customers may be negatively affected, and our results of
operations could be adversely impacted.
Increased accessibility to free or relatively inexpensive
information sources may reduce demand for our products and
services.
In recent years, more public sources of free or relatively
inexpensive information have become available and this trend is
expected to continue. Public sources of free or relatively
inexpensive information may reduce demand for our products and
services. Competition from such free or lower cost sources may also
require us to reduce the price of some of our products and services
(which may result in lower revenues) or make additional capital
investments (which might result in lower profit margins). Demand
could also be reduced as a result of cost-cutting, reduced spending
or reduced activity by customers. Our results of operations could
be adversely affected if our customers choose to use these public
sources as a substitute for our products or services.
We may be unable to derive fully the anticipated benefits from
organic growth, existing or future acquisitions, joint ventures,
investments or dispositions, including anticipated revenue and cost
synergies, and costs associated with achieving synergies or
integrating such acquisitions may exceed our
expectations.
We seek to achieve our growth objectives by optimizing our
offerings to meet the needs of our customers through organic
development, including by delivering integrated workflow platforms,
cross-selling our products across our existing customer base,
acquiring new customers, implementing operational efficiency
initiatives, and through acquisitions, joint ventures, investments
and dispositions. However, we may not be able to achieve the
expected benefits of our acquisitions, including anticipated
revenue, cost synergies or growth opportunities and we may not
succeed in cross-selling our products and services. Moreover, we
may not be able to integrate the assets acquired in any such
acquisition or achieve our expected cost synergies without
increases in costs or other difficulties. If we are unable to
successfully execute on our strategies to achieve our growth
objectives, drive operational efficiencies, realize our anticipated
cost or revenue synergies or if we experience higher than expected
operating costs that cannot be adjusted accordingly, our growth
rates and profitability could be adversely affected and the market
price of our ordinary shares may decline. Furthermore, acquisitions
may subject us to new types of risks to which we were not
previously exposed.
We operate in a highly competitive industry and we may be adversely
affected by competition and other changes in our
markets.
The markets for our products and services are highly competitive
and are subject to rapid technological changes and evolving
customer demands and needs. We compete on the basis of various
factors, including the quality of content embedded in our
databases, customers’ perception of our products relative to the
value that they deliver, user interface of the products and the
quality of our overall offerings. Many of our principal competitors
are established companies that have substantial financial
resources, recognized brands, technological expertise and market
experience, and these competitors sometimes have more established
positions in certain product lines and geographies than we do. We
also compete with smaller and sometimes newer companies, some of
which are specialized with a narrower focus than our company, and
with other Internet services companies and search providers. New
and emerging technologies can also have the impact of allowing
start-up companies to enter the market more quickly than they would
have been able to in the past. In addition, some of our competitors
combine competing products with complementary products as packaged
solutions, which could pre-empt use of our products or solutions
and some of our customers may decide to independently develop
certain products and services. If we fail to compete effectively,
our financial condition and results of operations would be
adversely affected.
We generate a significant percentage of our revenues from recurring
subscription-based arrangements and highly predictable re-occurring
transactional ("re-occurring") arrangements. If we are unable to
maintain a high annual revenue renewal rate, our results of
operations could be adversely affected.
For the twelve months ended December 31, 2021, approximately 79.1%
of our revenues were subscription-based and re-occurring based.
Because most of the revenues we report in each quarter are the
result of subscription and re-occurring agreements entered into or
renewed in previous quarters, with subscription renewals
historically concentrated in the first quarter, a decline in
subscriptions in any one quarter may not affect our results in that
quarter, but could reduce revenues in future quarters. Our
operating results depend on our ability to achieve and sustain high
renewal rates on our existing subscription and re-occurring
arrangements and to obtain new subscriptions and re-occurring
contracts with new and existing customers at competitive prices and
other commercially acceptable terms. Failure to meet one or more of
these subscription and re-occurring objectives could have a
material adverse effect on our business, financial condition, and
operating results.
Our brand and reputation are key assets and competitive advantages
of our company and our business may be affected by how we are
perceived in the marketplace.
Our ability to attract and retain customers is affected by external
perceptions of our brand and reputation. Failure to protect the
reputation of our brands may adversely impact our credibility as a
trusted source of content and may have a negative impact on our
business. In addition, in certain jurisdictions we engage sales
agents in connection with the sale of certain of our products and
services. Poor representation of our products and services by
agents, or entities acting without our permission, could have an
adverse effect on our brands, reputation and our
business.
The international scope of our operations may expose us to
increased risk, and our international operations and corporate and
financing structure may expose us to potentially adverse tax
consequences.
We have international operations and, accordingly, our business is
subject to risks resulting from differing legal and regulatory
requirements, political, social and economic conditions and
unforeseeable developments in a variety of jurisdictions. Our
international operations are subject to the following risks, among
others:
•political
instability;
•international
hostilities, military actions, terrorist or cyber-terrorist
activities, natural disasters, pandemics (including a prolonged and
delayed recovery from COVID-19), and infrastructure
disruptions;
•differing
economic cycles and adverse economic conditions;
•unexpected
changes in regulatory environments and government interference in
the economy;
•varying
tax regimes, including with respect to the imposition of
withholding taxes on remittances and other payments by our
partnerships or subsidiaries and the possibility that a U.S. person
treated as owning at least 10% of our ordinary shares could be
subject to adverse U.S. federal income tax
consequences;
•differing
labor regulations in locations where we have a significant number
of employees;
•foreign
exchange controls and restrictions on repatriation of
funds;
•fluctuations
in currency exchange rates;
•insufficient
protection against product piracy and differing protections for IP
rights;
•varying
attitudes towards censorship and the treatment of information
service providers by foreign governments, particularly in emerging
markets;
•various
trade restrictions (including trade and economic sanctions and
export controls prohibiting or restricting transactions involving
certain persons and certain designated countries or territories)
and anti-corruption laws (including the U.S. Foreign Corrupt
Practices Act and the UK Bribery Act 2010);
•possible
difficulties in enforcing a U.S. judgment against us or our
directors and officers residing outside the United States, or
asserting securities law claims outside of the United States;
and
•protecting
your interests as a shareholder due to the differing rights of
shareholders under Jersey law, where we are
incorporated.
Our overall success as a global business depends, in part, on our
ability to anticipate and effectively manage these risks, and there
can be no assurance that we will be able to do so without incurring
unexpected costs. If we are not able to manage the risks related to
our international operations, our business, financial condition and
results of operations may be materially affected.
The international scope of our business operations subjects us to
multiple overlapping tax regimes that can make it difficult to
determine what our obligations are in particular situations. For
example, we have been advised that we should be able to deliver the
Merger Shares, consistent with our obligations under the Sponsor
Agreement, to the recipients thereof without withholding for U.K.
employment and related taxes. However, it is possible that Her
Majesty’s Revenue and Customs (“HMRC”) could dispute our position
and proceed against us for the amount of such taxes, which could be
significant and, if sustained, could adversely affect our cash
flows and financial position. Although we believe we would
ultimately prevail in any such a proceeding, there can be no
assurance that we would not be required to pay a significant amount
in settlement of any such a claim brought by HMRC.
Our indebtedness could adversely affect our business, financial
condition, and results of operations.
Our indebtedness could have significant consequences on our future
operations, including:
•making
it more difficult for us to satisfy our debt obligations and our
other ongoing business obligations, which may result in
defaults;
•events
of default if we fail to comply with the financial and other
covenants contained in the agreements governing our debt
instruments, which could result in all of our debt becoming
immediately due and payable or require us to negotiate an amendment
to financial or other covenants that could cause us to incur
additional fees and expenses;
•sensitivity
to interest rate increases on our variable rate outstanding
indebtedness, including uncertainty relating to the likely phasing
out of LIBOR by the end of 2021, which could result in increased
interest under our credit facilities which could cause our debt
service obligations to increase significantly;
•reducing
the availability of our cash flow to fund working capital, capital
expenditures, acquisitions and other general corporate purposes,
and limiting our ability to obtain additional financing for these
purposes;
•limiting
our flexibility in planning for, or reacting to, and increasing our
vulnerability to, changes in our business, the industries in which
we operate, and the overall economy;
•placing
us at a competitive disadvantage compared to any of our competitors
that have less debt or are less leveraged;
•increasing
our vulnerability to the impact of adverse economic and industry
conditions; and
•if
we receive a downgrade of our credit ratings, our cost of borrowing
could increase, negatively affecting our ability to access the
capital markets on advantageous terms, or at all.
Our ability to meet our payment and other obligations under our
debt instruments depends on our ability to generate significant
cash flow in the future. This, to some extent, is subject to
general economic, financial, competitive, legislative and
regulatory factors as well as other factors that are beyond our
control. We cannot assure you that our business will generate cash
flow from operations, or that future borrowings will be available
to us under our existing or any future credit facilities or
otherwise, in an amount sufficient to enable us to meet our debt
obligations and to fund other liquidity needs. We may incur
substantial additional indebtedness, including secured
indebtedness, for many reasons, including to fund acquisitions. If
we add additional debt or other liabilities, the related risks that
we face could intensify.
Our outstanding private placement warrants are accounted for as
liabilities and are recorded at fair value with changes in fair
value each period reported in earnings, which may cause volatility
in our earnings and thus may have an adverse effect on the market
price of our ordinary shares.
As described in our financial statements included in Part II, Item
8, to this Annual Report on Form 10-K, the Company accounts for its
outstanding private placement warrants as liabilities at fair value
on the balance sheet. The private placement warrants are subject to
remeasurement at each balance sheet date and any change in fair
value is recognized as a component of change in fair value as of
the end of each period for which earnings are reported. The Company
will continue to adjust the liability for changes in fair value
until the earlier of exercise or expiration of the warrants. The
volatility introduced by changes in fair value on earnings may have
an adverse effect on the market price of our ordinary
shares.
We have identified material weaknesses in our internal control over
financial reporting as of December 31, 2021, and if we are not able
to remediate the material weaknesses, or if we identify additional
material weaknesses in the future or otherwise fail to design and
maintain effective internal control over financial reporting, we
may be unable to accurately report our results of operations, meet
our reporting obligations or prevent misstatements due to fraud or
error.
We identified certain control deficiencies in the design of our
internal control over financial reporting that constituted material
weaknesses as of December 31, 2021. A material weakness is a
deficiency, or combination of deficiencies, in internal control
over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely
basis. The material weaknesses related to: (1) the lack of an
effectively designed control over the communication of
modifications to pre-existing compensation agreements in an
acquisition transaction between the legal function and the
accounting function to ensure the accounting impact of the
modifications could be evaluated, and (2) the lack of an
effectively designed control with a sufficient level of precision
to allow for an appropriate review of the tax balances associated
with the opening balance sheet of acquired entities. The material
weakness related to the communication of modifications to
pre-existing compensation agreements in an acquisition transaction
resulted in the restatement of the Company’s consolidated financial
statements for the year ended December 31, 2020, the quarter ended
December 31, 2020 and the first, second and third quarters of 2021.
The material weakness related to the review of the tax balances
associated with the opening balance sheet of acquired entities
resulted in immaterial adjustments of the Company’s consolidated
financial statements for the year ended December 31, 2020 and each
of the quarters of 2020 and the first, second and third quarters of
2021.
If we fail to design and maintain effective internal control over
financial reporting, there could be material misstatements in our
consolidated financial statements that we may not be able to
prevent or detect on a timely basis and fail to meet our reporting
obligations, which would likely cause investors to lose confidence
in our reported financial information. This could limit our access
to capital markets, adversely affect our results of operations and
lead to a decline in the trading price of the ordinary shares.
Additionally, ineffective internal control over financial reporting
could expose us to an increased risk of fraud or misappropriation
of assets and subject us to potential delisting from the stock
exchange on which we list or to other regulatory investigations and
civil or criminal sanctions.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This annual 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
annual 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 annual 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 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.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company’s primary office spaces as of December 31, 2021 are
represented in the table below:
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Location |
|
Space Leased |
|
Lease Expiration |
Ann Arbor, Michigan, USA |
|
130,961 square feet |
|
November 2023 |
Noida, India |
|
81,126 square feet |
|
March 2025 |
Philadelphia, Pennsylvania, USA |
|
78,778 square feet |
|
October 2029 |
Jerusalem, Israel |
|
65,294 square feet |
|
December 2024 |
Bangalore, India |
|
57,850 square feet |
|
February 2022 |
Hyderabad, India |
|
54,064 square feet |
|
July 2021 |
Belgrade, Serbia |
|
53,841 square feet |
|
August 2027 |
Ypsilanti, Michigan, USA |
|
40,000 square feet |
|
December 2026 |
Boston, Massachusetts, USA |
|
35,600 square feet |
|
October 2024 |
Chandler, Arizona, USA |
|
35,213 square feet |
|
January 2028 |
Jersey, United Kingdom |
|
30,784 square feet |
|
September 2028 |
Des Plaines, Illinois, USA |
|
25,086 square feet |
|
December 2027 |
Alexandria, Virginia, USA |
|
24,660 square feet |
|
June 2027 |
Milwaukee, Wisconsin, USA |
|
24,016 square feet |
|
May 2027 |
Penang, Malaysia |
|
23,639 square feet |
|
September 2023 |
Tokyo, Japan |
|
23,078 square feet |
|
May 2022 |
Burlington, Massachusetts, USA |
|
20,026 square feet |
|
December 2027 |
Bethesda, Maryland, USA |
|
19,492 square feet |
|
November 2025 |
San Francisco, California, USA |
|
18,900 square feet |
|
October 2025 |
Chennai, India |
|
18,844 square feet |
|
Indefinite |
London, United Kingdom |
|
17,800 square feet |
|
December 2029 |
Barcelona, Spain |
|
17,000 square feet |
|
September 2024 |
Toronto, Canada |
|
16,786 square feet |
|
May 2025 |
Seoul, South Korea |
|
16,435 square feet |
|
May 2022 |
Seattle, Washington, USA |
|
16,187 square feet |
|
August 2024 |
We believe that our properties, taken as a whole, are in good
operating condition, are suitable and adequate for our current
business operations, and that additional or alternative space will
be available on commercially reasonable terms for future use and
expansion.
Item 3. Legal Proceedings
From time to time, we are a party to various lawsuits, claims and
other legal proceedings that arise in the ordinary course of our
business. While the outcomes of these matters are uncertain,
management does not expect that the ultimate costs to resolve these
matters will have a material adverse effect on our consolidated
financial position, results of operations or cash flows. For
additional discussion of legal proceedings, see Item 8. Financial
Statements and Supplementary Data - Notes to the Consolidated
Financial Statements - Note 23 in this Report.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Market Price of Ordinary Shares
Our ordinary shares are traded on the NYSE under the symbol
CLVT.
Holders
As of December 31, 2021, there were
95 holders of record of ordinary shares.
A substantially greater number of holders of our ordinary shares
are “street name” or beneficial holders, whose shares of record are
held by banks, brokers, and other financial
institutions.
Dividends
We did not pay any dividends to ordinary shareholders during the
year ended December 31, 2021. We presently intend to retain our
earnings for use in business operations and, accordingly, we do not
anticipate that our board will declare dividends related to
ordinary shares in the foreseeable future. In addition, the terms
of our credit facilities and the indenture governing our secured
notes due 2026 include restrictions that may impact our ability to
pay dividends.
Securities Authorized for Issuance Under Equity Compensation
Plans
The following table sets forth information as of December 31,
2021, with respect to compensation plans under which equity
securities are authorized for issuance.
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Equity Compensation Plan Information |
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Number of securities to be issued upon exercise of outstanding
options, warrants and rights(a)
|
|
Weighted-average exercise price of outstanding options, warrants,
and rights(b)
|
|
Number of securities remaining available for issuance under equity
compensation plans (excluding securities reflected in
column)(a)(c)
|
|
Equity Compensation Plans Approved by Security Holders |
|
|
|
|
|
|
|
2019 Incentive Award Plan |
|
10,693,988 |
|
(2) |
$ |
13.43 |
|
(3) |
40,200,324 |
|
(4) |
Equity Compensation Plans Not Approved by Security Holders
(1)
|
|
|
|
|
|
|
|
Total |
|
10,693,988 |
|
|
$ |
13.43 |
|
|
40,200,324 |
|
(1)See
Item 11. Executive Compensation - Compensation Committee Interlocks
and Insider Participation. See Item 8. Financial Statements and
Supplementary Data - Notes to the Consolidated Financial Statements
- Note 16 - Shareholders’ Equity for information regarding the
Warrants.
(2)Includes
(a) 4,801,602 of stock options, (b) 4,532,131 restricted share
units that were issued with no exercise price or other
consideration, and (c) 1,360,255 performance share units at grant
that were issued with no exercise price or other consideration, and
may not ultimately vest based on achievement of certain performance
and market conditions.
(3)The
weighted-average exercise price is reported for the outstanding
stock options reported in the first column. There are no exercise
prices for the restricted share units or performance share
units.
(4)The
total number of securities to be issued under the 2019 Incentive
Award Plan.
Issuer Purchases of Equity Securities
The following table sets forth the total number of shares
purchased, the average price paid per share, the total number of
shares purchased as part of publicly announced programs, and the
approximate dollar value of shares that may yet be purchased under
the programs during each month during the year ended December 31,
2021.
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|
|
|
|
|
Period |
|
Total Number of Shares Purchased(1)
|
|
Price Paid Per Share |
|
Total Number of Shares Purchased As Part of Publicly Announced
Plans or Programs(2)
|
|
Number of Shares that May Yet Be Purchased Under Plans or
Programs |
January 1, 2021-January 31, 2021 |
|
8,250 |
|
|
$ |
30.55 |
|
|
— |
|
|
— |
|
February 1, 2021-February 28, 2021 |
|
33,580 |
|
|
$ |
30.09 |
|
|
— |
|
|
— |
|
March 1, 2021-March 31, 2021 |
|
311,619 |
|
|
$ |
23.88 |
|
|
— |
|
|
— |
|
April 1, 2021-April 30, 2021 |
|
200,205 |
|
|
$ |
27.19 |
|
|
— |
|
|
— |
|
May 1, 2021-May 31, 2021 |
|
298,624 |
|
|
$ |
29.39 |
|
|
— |
|
|
— |
|
June 1, 2021-June 30, 2021 |
|
310,821 |
|
|
$ |
28.01 |
|
|
— |
|
|
— |
|
July 1, 2021-July 31, 2021 |
|
17,648 |
|
|
$ |
26.95 |
|
|
— |
|
|
10,965,000 |
|
August 1, 2021-August 31, 2021 |
|
137,783 |
|
|
$ |
23.55 |
|
|
1,769,000 |
|
|
9,196,000 |
|
September 1, 2021-September 31, 2021(3)
|
|
22,050 |
|
|
$ |
25.41 |
|
|
830,700 |
|
|
8,365,300 |
|
October 1, 2021 - October 31, 2021 |
|
14,010 |
|
|
$ |
22.27 |
|
|
— |
|
|
|
November 1 2021 - November 30, 2021 |
|
95,980 |
|
|
$ |
23.34 |
|
|
2,500,800 |
|
|
5,864,500 |
|
December 1, 2021 - December 31, 2021 |
|
162,100 |
|
|
$ |
24.65 |
|
|
1,475,000 |
|
|
4,389,500 |
|
Total |
|
1,612,670 |
|
|
|
|
6,575,500 |
|
|
4,389,500 |
|
(1)
Includes shares withheld to satisfy tax withholding obligations on
behalf of employees that occur upon vesting and delivery of
outstanding shares underlying stock options and restricted stock
units under the 2019 Incentive Award Plan.
(2)
In August 2021, the Company's Board of Directors authorized a share
repurchase program allowing the Company to purchase up to $250,000
of its outstanding ordinary shares, subject to market conditions.
During the year ended December 31, 2021, the Company purchased
6,575,500 shares for a total of $159,356. As of December 31, 2021,
the Company had approximately $90,644 of availability remaining
under this program.
(3)
Total number of shares purchased and price paid per share is for
the period beginning September 1, 2021 and ending September 30,
2021. Total number of shares purchased as part of publicly
announced plans or programs and number of shares that may yet be
purchased is for the period beginning September 1, 2021 and ending
September 9, 2021.
Performance Graph
The following graph compares our total cumulative stockholder
return with the Standard & Poor’s Composite Stock Index
(“S&P 500”) and a market capitalization-weighted peer index
consisting of FactSet Research Systems Inc., Gartner Inc., IHS
Markit Ltd., Moody’s Corporation, MSCI Inc., S&P Global Inc.
and Verisk Analytics, Inc.
The graph assumes a $100 cash investment on May 14, 2019 and the
reinvestment of all dividends, where applicable. This graph is not
indicative of future financial performance. The following graph is
not filed but is furnished pursuant to Regulation S-K Item 201(e),
Instruction 7.
Recent Sales of Unregistered Equity; Use of Proceeds from
Registered Offerings
In March 2017, the Company adopted the management incentive plan
under which certain employees of the Company may be eligible to
purchase shares of the Company. In exchange for each share purchase
subscription, the purchaser is entitled to a fully vested right to
an ordinary share. Additionally, along with a subscription,
employees received a corresponding number of options to acquire
additional ordinary shares subject to five year vesting. The
vesting of these options was accelerated on November 30, 2020. The
Company did not receive any subscriptions during the years ended
December 31, 2021, 2020 and 2019. As of December 31, 2021, 2020 and
2019, respectively, there were 125,760, 127,060 and 358,313 shares
issued and outstanding under the management incentive plan. None of
the foregoing transactions involved any underwriters, underwriting
discounts or commissions or any public offering.
Item 6. [Reserved]
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion should be read in conjunction with our
Consolidated Financial Statements, including the notes thereto,
included elsewhere in this annual report. Certain statements in
this section are forward-looking statements that involve risks and
uncertainties, such as statements regarding our plans, objectives,
expectations and intentions. Our future results and financial
condition may differ materially from those we currently anticipate
as a result of the factors we describe under Item 1A. Risk Factors.
Certain income statement amounts discussed herein are presented on
an actual and on a constant currency basis. We calculate constant
currency by converting the non-U.S. dollar income statement
balances for the most current year to U.S. dollars by applying the
average exchange rates of the preceding year. Certain amounts that
appear in this section may not sum due to rounding.
Overview
We offer a collection of high quality, market leading information
and analytic products and solutions through our Science segment and
Intellectual Property (“IP”) segment, which are also our reportable
segments. Our Science segment consists of our Academic and
Government Product Line (“AGPL”) and Life Sciences Product Lines,
and our IP segment consists of our Patent, Trademark, Domain, and
IP Management Product Lines. Our highly curated Web of Science
products are offered primarily to universities, helping them
navigate scientific literature, facilitate research and evaluate
and measure the quality of researchers, institutions and scientific
journals across various academic disciplines. Our Life Sciences
Product Line offerings serve 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. Our Patent Product Line offerings
help patent and legal professionals in R&D intensive businesses
evaluate the novelty and patentability of new ideas and products to
help protect and research patents. Our Trademark Product Line allow
businesses and legal professionals to access our comprehensive
trademark database. Our Domain Product Line offerings include
enterprise web domain portfolio management products and services.
Finally, our IP Management Product Line provides technology
solutions and legal support services across the IP lifecycle,
including renewal and validation of IP rights on behalf of
customers and the development and provision of IP management
software, as well as other patent activities including patent
searching, IP filing, prosecution support and trademark
watching.
For further information regarding an overview of our business and
certain related trends and uncertainties, refer to Part I - Item 1.
Business.
Objective
The objective of the Management Discussion and Analysis is to
detail material information, events, uncertainties and factors
impacting the Company and provide investors an understanding from
"Management's perspective". Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations,
Management highlights the critical areas for evaluating the
Company's performance which includes a discussion of reportable
segment information. In addition, refer to Item 1. Business for
Management's discussion of forward looking transformational
strategy and initiatives including operational improvements,
revenue growth and pursuit of acquisition
opportunities.
Factors Affecting the Comparability of Our Results of
Operations
The following factors have affected the comparability of our
results of operations between the periods presented in this annual
report and may affect the comparability of our results of
operations in future periods.
Strategic Acquisitions
Acquisition of ProQuest
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
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 the Seller Group.
The aggregate consideration in connection with the closing of the
ProQuest acquisition was $4,994,334, net of $52,514 cash acquired.
The aggregate consideration was composed of (i) $1,094,901 from the
issuance of up to 46,910,923 ordinary shares to the Seller Group,
representing approximately 7%
pro forma
fully diluted ownership of Clarivate and (ii) approximately
$3,951,947 in cash, including approximately $917,491 to fund the
repayment of ProQuest debt. We funded the cash purchase price
through a combination of cash on hand, new debt financing related
to the Senior Unsecured Notes and Senior Secured Notes (see Note 14
of the Notes to Consolidated Financial Statements) and the June
2021 Ordinary Share Offering and 5.25% Series A Mandatory
Convertible Preferred Shares Offering (see Note 16 of the Notes to
Consolidated Financial Statements).
Acquisition of CPA Global
On October 1, 2020, we acquired 100% of the assets, liabilities and
equity interests of CPA Global, a global leader in intellectual
property software and tech-enabled services. Clarivate acquired all
of the outstanding shares of CPA Global in a cash and stock
transaction. The aggregate consideration in connection with the
closing of the CPA Global acquisition was $8,540,886, net of
$102,675 cash acquired, including an equity hold-back consideration
of $46,485. The aggregate consideration was composed of (i)
$6,565,477 from the issuance of up to 218,183,778 ordinary shares
to Redtop Holdings Limited, a portfolio company of Leonard Green
& Partners, L.P., representing approximately 35%
pro forma
fully diluted ownership of Clarivate and (ii) approximately
$2,078,084 in cash to fund the repayment of CPA Global's parent
company outstanding debt of $2,055,822 and related interest swap
termination fee of $22,262. Of the 218,306,663 ordinary shares
issuable in the acquisition, Clarivate issued 210,357,918 ordinary
shares on October 1, 2020. There were 6,325,860 shares that were
transferred to Clarivate to fund an Employee Benefit Trust
established for the CPA Global Equity Plan. Accordingly, these
shares were excluded from purchase price
consideration.
In conjunction with the closing of the transaction, the Company
incurred an incremental $1,600,000 of term loans under our term
loan facility and used the net proceeds from such borrowings,
together with cash on hand, to fund the transaction.
Acquisition of Decision Resources Group
On February 28, 2020, we acquired 100% of the assets, liabilities
and equity interests of Decision Resources Group ("DRG"), a premier
provider of high-value data, analytics and insights products and
services to the healthcare industry, from Piramal Enterprises
Limited ("PEL"), which is a part of global business conglomerate
Piramal Group. The acquisition helps us expand our core businesses
and provides us with the potential to grow in the Life Sciences
Product Line.
The aggregate consideration paid in connection with the closing of
the DRG acquisition was $964,997, composed of $900,000 of base cash
plus $6,100 of adjusted closing cash paid on the closing date and
2,895,638 of the Company's ordinary shares issued to PEL in March
2021. The contingent stock consideration was valued at $58,897 on
the closing date and was revalued at each period end until its
issuance date and was included in Accrued expenses and other
current liabilities in the Consolidated Balance
Sheets.
Dispositions
Disposition of Techstreet
On November 6, 2020, the Company completed the sale of certain
assets and liabilities of certain non-core assets and liabilities
within the IP segment for a total purchase price of $42,832. A gain
of $28,140 was recognized in the Consolidated Statements of
Operations within Other operating (expense) income, net during the
year ended December 31, 2020.
Public Ordinary and Mandatory Convertible Preferred Share
Offerings
In February 2020, we completed an underwritten public offering of
27,600,000 of our ordinary shares, generating proceeds of $540,736,
which we used to fund a portion of the cash consideration for the
DRG acquisition.
In June 2020, we completed an underwritten public offering of
50,400,000 of our ordinary shares (including 2,400,000 ordinary
shares pursuant to the underwriters' option to purchase up to an
additional 7,200,000 ordinary shares from certain selling
shareholders) at a share price of $22.50.
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
In June 2021, we completed an underwritten public offering of
44,230,768 of our ordinary shares at a share price of $26.00, of
which 28,846,154 ordinary shares were issued and sold by Clarivate
and 15,384,614 were sold by selling shareholders (which included
5,769,230 ordinary shares that the underwriters purchased pursuant
to their option to purchase additional shares). The ordinary shares
sold by selling shareholders included 10,562,882 ordinary shares
from Onex, 4,107,787 ordinary shares from Baring and 713,945
ordinary shares from Directors, Executive Officers and other
shareholders.
See Note 1 - Background and Nature of Operations for further
details on the public ordinary share offerings.
In June 2021, concurrently with the June 2021 Ordinary Share
Offering, we completed an underwritten public offering of
14,375,000 of our 5.25% Series A Mandatory Convertible Preferred
Shares (which included 1,875,000 of our MCPS that the underwriters
purchased pursuant to their option to purchase additional shares).
See Note 16 - Shareholders’ Equity for further details on the MCPS
offering.
Private Placement Notes Offering
2021 Senior Secured Notes and Senior Notes Offering
In June 2021, we issued $1,000,000 in aggregate principal amount of
Senior Secured Notes due June 30, 2028 (the "Old Secured Notes")
and $1,000,000 in aggregate principal amount of Senior Notes due
June 30, 2029 (the "Old Unsecured Notes" and, together with the Old
Secured Notes, the "Old Notes") bearing interest at a rate of
3.875% and 4.875% per annum, respectively. The interest was payable
semi-annually to holders of record on June 30 and December 30 of
each year, commencing on December 30, 2021. The Old Secured Notes
and the Old Unsecured Notes were issued by Clarivate Science
Holdings Corporation (the "Issuer"), an indirect wholly-owned
subsidiary of Clarivate.
In August 2021, we (i) exchanged all of the outstanding, validly
tendered and not withdrawn 3.875% Senior Secured Notes due 2028
(the “Old Secured Notes”) for the newly-issued 3.875% Senior
Secured Notes due 2028 (the “New Secured Notes”), and (ii)
exchanged all of the outstanding, validly tendered and not
withdrawn 4.875% Senior Unsecured Notes due 2029 (the “Old
Unsecured Notes” and, together with the Old Secured Notes, the “Old
Notes”) for the Issuer’s newly-issued 4.875% Senior Notes due 2029
(the “New Unsecured Notes” and, together with the New Secured
Notes, the “New Notes”). The initial aggregate principal amount of
New Notes is equal to the aggregate principal amount of Old Notes
that were validly tendered and not validly withdrawn for exchange,
and that were accepted by the Issuer. The offers to exchange are
referred to herein as the “Exchange Offers.” Pursuant to the
Exchange Offers, the aggregate principal amounts of the Old Notes
set forth as follows were validly tendered and not validly
withdrawn, and were accepted by the Issuer and subsequently
cancelled: (i) $921,177 aggregate principal amount of Old Secured
Notes; and (ii) $921,399 aggregate principal amount of Old
Unsecured Notes. Following such cancellation, (i) $78,823 aggregate
principal amount of Old Secured Notes remained outstanding; and
(ii) $78,601 aggregate principal amount of Old Unsecured Notes
remained outstanding. The Issuer redeemed such remaining
outstanding Old Secured Notes and Old Unsecured Notes at 100% of
the principal amount thereof plus accrued and unpaid interest from
June 24, 2021 to the redemption date in August 2021. In connection
with the settlement of the Exchange Offers, the Issuer (i) issued
$921,177 aggregate principal amount of its New Secured Notes; and
(ii) issued $921,399 aggregate principal amount of its New
Unsecured Notes. The interest is payable semi-annually to holders
of record on June 30 and December 30 of each year, commencing on
December 30, 2021. The exchange was treated as a debt modification
in accordance with Accounting Standards Codification 470,
Debt
("ASC 470").
Concurrently with the settlement of the Exchange Offers, the Issuer
deposited (or caused to be deposited) an amount in cash equal to
the aggregate principal amount of the New Notes of each series into
segregated escrow accounts until the date that certain escrow
release conditions (the “Escrow Release Conditions”) including the
consummation of the ProQuest acquisition, were satisfied. On
December 1, 2021 the Escrow Release Conditions were satisfied, and
the escrow proceeds were released from the escrow accounts and used
to fund a portion of the purchase price of the ProQuest acquisition
and to pay related fees and expenses.
In connection with the closing of the ProQuest acquisition on
December 1, 2021, the New Notes are guaranteed on a joint and
several basis by each of Clarivate’s indirect subsidiaries that is
an obligor or guarantor under Clarivate’s existing credit
facilities and senior secured notes due 2026. The New Secured Notes
are secured on a first-lien pari passu basis with borrowings under
the existing credit facilities and senior secured notes, and the
New Unsecured Notes are the Issuer’s and such guarantors’ unsecured
obligations.
Restructuring
During 2020 and 2019, we engaged a strategic consulting firm to
assist us in optimizing our structure and cost base. As a result,
we have implemented several cost-saving and margin improvement
programs designed to generate substantial
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
incremental cash flow including the Operation Simplification and
Optimization Program, the DRG Acquisition Integration Program and
the CPA Global Acquisition Integration and Optimization Program.
During 2021, we approved the One Clarivate restructuring plan,
which streamlines operations within targeted areas of the Company
and the ProQuest Acquisition Integration Program. The programs are
expected to result in a reduction in operational costs, with the
primary driver of the cost saving being from a reduction in
workforce.
Operation Simplification and Optimization Program
During the fourth quarter of 2019, the Company approved
restructuring actions designed to streamline our operations by
simplifying our organization and focusing on two segments in
planned phases. Approximately $44,538 costs have been incurred to
date under the program which was substantially complete as of
December 31, 2021.
During the year ended December 31, 2021, 2020, and 2019, the
Company recorded pre-tax charges of $2,221, $26,647, and $15,670
recognized within Restructuring and impairment in the Consolidated
Statements of Operations. These charges were composed of
$2,063,
$16,069 and $15,424
of severance and related benefit costs, $30, $4,567 and $246 of
contract exit costs and legal and advisory fees, and $128, $6,011
and $0 of lease impairment and location exit costs.
DRG Acquisition Integration Program
During the second quarter of 2020, the Company approved
restructuring actions designed to eliminate duplicative costs in
planned phases following the acquisition of DRG. Approximately
$6,792 of costs have been incurred to date under the program which
was substantially complete as of December 31, 2021.
During the year ended December 31, 2021 and 2020, the Company
recorded pre-tax charges of $195 and $6,597 recognized within
Restructuring and impairment in the Consolidated Statements of
Operations. These charges were composed of $120
and $5,133
of severance and related benefit costs, $75 and $487 of contract
exit costs and legal and advisory fees, and $0 and $977 of lease
impairment and location exit costs.
CPA Global Acquisition Integration and Optimization
Program
During the fourth quarter of 2020, the Company approved
restructuring actions designed to eliminate duplicative costs
following the acquisition of CPA Global and to streamline our
operations simplifying our organization and reducing our leasing
portfolio. As a result of these actions, the company expects to
record total pre-tax restructuring charges of approximately
$128,017 for all phases of the program. Approximately $128,113 of
costs have been incurred to date under the program which was
substantially complete as of December 31, 2021.
During the year ended December 31, 2021 and 2020, the Company
recorded pre-tax charges of $105,122 and $22,895 recognized within
Restructuring and impairment in the Consolidated Statements of
Operations. These charges were composed of
$35,882
and
$18,715
of severance and related benefit costs, $8,303 and $3,472 of
contract exit costs and legal and advisory fees, and $60,937 and
$707 of lease impairment and location exit costs.
One Clarivate Program
During the second quarter of 2021, the Company approved
restructuring actions to streamline operations within targeted
areas of the Company. The program will result in a reduction in
operational costs, with the primary driver of the cost saving being
from a reduction in workforce. As a result of these actions, the
company expects to record total pre-tax restructuring charges of
approximately $39,981 for all approved phases of the program.
Approximately $19,981 of costs have been incurred to date under the
program and $20,000 are expected to be incurred in a future period,
all related to severance charges.
During the year ended December 31, 2021, the Company recorded
pre-tax charges of $19,981 recognized within Restructuring and
impairment in the Consolidated Statements of Operations. These
charges were composed of
$17,275
of severance and related benefit costs and
$2,707
of contract exit costs and legal and advisory fees.
ProQuest Acquisition Integration Program
During the fourth quarter of 2021, the Company approved
restructuring actions designed to eliminate duplicative costs
following the acquisition of ProQuest and to streamline our
operations simplifying our organization and continuing
to
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
reduce our lease portfolio. As a result of these actions, the
company expects to record total pre-tax restructuring charges of
approximately $69,939 for all phases of the program.
Approximately
$1,939
of costs have been incurred to date under the program and $68,000
are expected to be incurred in a future period, related to
severance, lease impairments and other exit costs, such as legal
and advisory fees.
During the year ended December 31, 2021, the Company recorded
pre-tax charges of
$1,939
recognized within Restructuring and impairment in the Consolidated
Statements of Operations. These charges were all related to
severance and related benefit costs.
Effect of Currency Fluctuations
As a result of our geographic reach and operations across regions,
we are exposed to currency transaction and currency translation
impacts. Currency transaction exposure results when we generate
revenues in one currency and incur expenses in another. While we
seek to limit our currency transaction exposure by matching
revenues and expenses, we are not always able to do so. For
example, our revenues and direct expenses before depreciation and
amortization, tax and interest were denominated in the following
currencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2021 |
|
2020 |
|
2019 |
Revenues |
|
|
|
|
|
USD |
66 |
% |
|
74 |
% |
|
81 |
% |
Euros |
16 |
% |
|
11 |
% |
|
9 |
% |
British pounds |
12 |
% |
|
8 |
% |
|
3 |
% |
Other currencies |
6 |
% |
|
6 |
% |
|
7 |
% |
|
|
|
|
|
|
Direct expenses |
|
|
|
|
|
USD |
57 |
% |
|
69 |
% |
|
70 |
% |
Euros |
10 |
% |
|
9 |
% |
|
9 |
% |
British pounds |
20 |
% |
|
13 |
% |
|
13 |
% |
Other currencies |
13 |
% |
|
9 |
% |
|
8 |
% |
The financial statements of our subsidiaries outside the U.S. and
the UK are typically measured using the local currency as the
functional currency. Assets and liabilities of these subsidiaries
are translated at the balance sheet date exchange rates, while
income and expense items are translated at the average monthly
exchange rates. Resulting translation adjustments are recorded in
Accumulated other comprehensive income (loss) on the Consolidated
Balance Sheets.
Subsidiary monetary assets and liabilities that are denominated in
currencies other than the functional currency are remeasured using
the month-end exchange rate in effect during each month, with any
related gain or loss recorded in Other operating expense, net
within the Consolidated Statements of Operations.
In September 2020, the Company entered into two foreign exchange
forward contracts to reduce its exposure to variability in cash
flows relating to funding of the repayment of CPA Global's parent
company outstanding debt on October 1, 2020. The Company recognized
a gain from the mark to market adjustment of $0 and $2,903, in
Other operating income, net on the Consolidated Statements of
Operations for the year ended December 31, 2021 and 2020,
respectively. The nominal amount of outstanding foreign currency
contracts was $0 as of December 31, 2021 and December 31,
2020.
Additionally, the Company periodically enters into foreign currency
contracts. The purpose of these derivative instruments is to help
manage the Company’s exposure to foreign exchange rate risks within
the acquired CPA Global business. These contracts generally do not
exceed 180 days in duration. See Item 7A. Quantitative and
Qualitative Disclosures About Market Risk and Item 8. Financial
Statements and Supplementary Data - Note 10 to the Consolidated
Financial Statements - Derivative Instruments, for additional
information.
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Key Performance Indicators
We regularly monitor the following key performance indicators to
evaluate our business and trends, measure our performance, prepare
financial projections and make strategic decisions.
Adjusted Revenues
We present Adjusted Revenues, which excludes the impact of the
deferred revenue purchase accounting adjustments relating to
acquisitions prior to 2021 (see Note 3 - Summary of Significant
Accounting Policies for further detail), which is allowable under
the Company's debt covenant calculation. We present these measures
because we believe it is useful to readers to better understand the
underlying trends in our operations. Due to the adoption of ASU
2021-08, this performance indicator will not be used going forward.
See - Certain Non-GAAP Measures - Adjusted Revenues below for
important information on the limitations of Adjusted Revenues and
their reconciliation to the respective revenues measures under U.S.
GAAP.
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA is presented because it is a basis upon which our
management assesses our performance, and we believe it is useful
for investors to understand the underlying trends of our
operations. See Certain Non-GAAP Measures - Adjusted EBITDA and
Adjusted EBITDA margin for important information on the limitations
of Adjusted EBITDA and its reconciliation to our Net loss under
U.S. GAAP. Adjusted EBITDA represents net loss 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),
share-based compensation, mandatory convertible preferred share
dividend expense, unrealized foreign currency gains/(losses), costs
associated with the transition services agreement with Thomson
Reuters, which we entered into in connection with our separation
from Thomson Reuters in 2016, separation and integration costs,
transformational and restructuring expenses, acquisition-related
adjustments to deferred revenues, costs related to our merger with
Churchill Capital Corp in 2019, non-operating income or expense,
the impact of certain non-cash, mark to market adjustments on
financial instruments 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. Per Clarivate’s Non-GAAP
policy effective January 1, 2021, we have ceased use of adjustments
for costs in connection with our separation from Thomson Reuters
including costs related to the transition services agreement and
separation, integration, and transformational expenses, as well as
costs related to our merger with Churchill Capital Corp in 2019.
Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by
Adjusted Revenues.
Annualized Contract Value
Annualized Contract Value (“ACV”), at a given point in time,
represents the annualized value for the next 12 months of
subscription-based client license agreements, assuming that all
expiring license agreements during that period are renewed at their
current price level. License agreements may cover more than one
product and the standard subscription period for each license
agreement typically runs for no less than 12 months. The
renewal period for our subscriptions starts 90 days before the
end of the current subscription period, during which customers must
provide notice of whether they intend to renew or cancel the
license agreement.
An initial subscription period for new customers may be for a term
of less than 12 months, in certain circumstances. Most of our
customers, however, opt to enter into a full 12-month initial
subscription period, resulting in renewal periods spread throughout
the calendar year. Customers that license more than one
subscription-based product may, at any point during the renewal
period, provide notice of their intent to renew only certain
subscriptions within the license agreement and cancel other
subscriptions, which we typically refer to as a downgrade. In other
instances, customers may upgrade their license agreements by adding
additional subscription-based products to the original agreement.
Our calculation of ACV includes the impact of downgrades, upgrades,
price increases, and cancellations that have occurred as of the
reporting period. For avoidance of doubt, ACV does not include fees
associated with transactional and re-occurring
revenues.
We monitor ACV because it represents a leading indicator of the
potential subscription revenues that may be generated from our
existing customer base over the upcoming 12-month period.
Measurement of subscription revenues as a key operating metric is
particularly relevant because a majority of our revenues are
generated through subscription-based and re-occurring
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
revenues, which accounted for 79.1%, 76.9% and 82.6% of our total
revenues for the years ended December 31, 2021, 2020 and 2019,
respectively. We calculate and monitor ACV for each of our
segments, and use the metric as part of our evaluation of our
business and trends.
The amount of actual subscription revenues that we earn over any
12-month period are likely to differ from ACV at the beginning of
that period, sometimes significantly. This may occur for numerous
reasons, including subsequent changes in annual revenue renewal
rates, impact of price increases (or decreases), cancellations,
upgrades and downgrades, and acquisitions and
divestitures.
We calculate the ACV on a constant currency basis to exclude the
effect of foreign currency fluctuations.
The following table presents ACV as of the dates
indicated:
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|
|
|
|
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|
|
|
|
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|
|
|
|
December 31, |
|
Change |
(dollars in thousands) |
2021 |
|
2020 |
|
2019 |
|
2021 vs. 2020 |
|
2020 vs. 2019 |
Annualized Contract Value |
$ |
1,611,837 |
|
|
$ |
906,554 |
|
|
$ |
793,727 |
|
|
77.8 |
% |
|
14.2 |
% |
Annual Revenue Renewal Rates
Our revenues are primarily subscription based, which leads to high
revenue predictability. Our ability to retain existing subscription
customers is a key performance indicator that helps explain the
evolution of our historical results and is a leading indicator of
our revenues and cash flows for the subsequent reporting
period.
“Annual revenue renewal rate” is the metric we use to determine
renewal levels by existing customers across all of our Segments,
and is a leading indicator of renewal trends, which impact the
evolution of our ACV and results of operations. We calculate the
annual revenue renewal rate for a given period by dividing
(a) the annualized dollar value of existing subscription
product license agreements that are renewed during that period,
including the value of any product downgrades, by (b) the
annualized dollar value of existing subscription product license
agreements that come up for renewal in that period. “Open
renewals,” which we define as existing subscription product license
agreements that come up for renewal, but are neither renewed nor
canceled by customers during the applicable reposting period, are
excluded from both the numerator and denominator of the
calculation. We calculate the annual revenue renewal rate to
reflect the value of product downgrades but not the value of
product upgrades upon renewal, because upgrades reflect the
purchase of additional services.
The impact of upgrades, new subscriptions and product price
increases is reflected in ACV, but not in annual revenue renewal
rates. Our annual revenue renewal rates were 90.6%, 91.2% and 90.1%
for the years ended December 31, 2021, 2020 and 2019,
respectively.
Key Components of Our Results of Operations
Revenues, net
The Company disaggregates revenue based on revenue recognition
pattern. Subscription based revenues recognize revenue over time,
whereas our re-occurring, transactional and other revenues
typically recognize revenue at a point in time with professional
services revenue recognized over time. The Company believes
subscription, re-occurring, transactional and other is reflective
of how the Company manages the business.
Subscription-based revenues are recurring revenues that are earned
under annual, multi-year, or evergreen 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, continuing
service fees related to our perpetual access license ("PALs"), and
analytics solutions are recognized ratably over the contractual
term as revenues are earned. Subscription revenues are driven by
annual revenue renewal rates, new subscription business, price
increases on existing subscription business and subscription
upgrades and downgrades from recurring customers. Substantially all
of our historical deferred revenues purchase accounting adjustments
are related to subscription revenues.
Re-occurring revenues are earned under contracts for specific
deliverables that are typically quoted on a product, data set, or
project basis and often derived from repeat customers purchasing
cyclical products. These contracts include either evergreen
clauses, in which at least six month advance notice is required
prior to cancellation, or terms of multiple years. Due to the
cyclical nature of the Company’s re-occurring products, and there
typically being upfront setup time with the customer,
the
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
re-occurring revenue stream benefits from an established customer
base, with minimal customer attrition. A primary driver of the
re-occurring revenue stream is the ‘renewal’ business obtained from
the CPA global acquisition. Revenue from this revenue stream is
typically recognized point in time.
Transactional and other revenues include "clearance searching" and
"backfiles" products as well as professional services such as
implementation. Clearance searching products relate to preparing
detailed, custom reports post screening that uncover potential
risks related to a proposed trademark. Backfiles represent an
archive of historical data content. 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 content revenues are
usually delivered to the customer instantly or in a short period of
time, at which time revenues are recognized. 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
services 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.
Cost of Revenues
Cost of revenues consists of costs related to the production,
servicing and maintenance of our products and are composed
primarily of related personnel costs, such as salaries, benefits
and bonuses for employees, fees for contracted labor, and data
center services and licensing costs. Cost of revenues also includes
the costs to acquire or produce content, royalties payable and
non-capitalized R&D expenses. Cost of revenues does not include
production costs related to internally generated software, which
are capitalized.
Selling, General and Administrative
Selling, general and administrative costs consist primarily of
salaries, benefits, commission and bonuses for the executive,
finance and accounting, human resources, administrative, sales and
marketing personnel, third-party professional services fees, such
as legal and accounting expenses, facilities rent and utilities and
technology costs associated with our corporate infrastructure. Also
included within these costs are transaction expenses including
costs incurred to complete business combination transactions,
including acquisitions, dispositions and capital market activities
and include advisory, legal, and other professional and consulting
costs.
Depreciation
Depreciation expense relates to our fixed assets, including mainly
computer hardware and leasehold improvements, furniture and
fixtures. These assets are depreciated over their expected useful
lives, and in the case of leasehold improvements over the shorter
of their useful life or the duration of the related
lease.
Amortization
Amortization expense relates to our finite-lived intangible assets,
including mainly databases and content, customer relationships,
internally generated computer software and trade names. These
assets are amortized over periods of between two and
twenty-three years. Definite-lived intangible assets are
tested for impairment when indicators are present, and, if
impaired, are written down to fair value based on discounted cash
flows.
Impairment on Assets Held for Sale
Impairment on assets held for sale represents an impairment charge
recorded for certain assets classified as assets held for
sale.
Restructuring and Impairment
Restructuring and impairment expense includes costs associated with
involuntary termination benefits provided to employees under the
terms of a one-time benefit arrangement, ongoing benefit
arrangements, certain contract termination costs, other costs
associated with an exit or disposal activity and impairment charges
associated with right of use assets in which the Company has ceased
the use of during the period.
Other Operating Income (Expense), Net
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Other operating income (expense), net consists of gains or losses
related to the disposal of our assets, asset impairments or
write-downs and the consolidated impact of re-measurement of the
assets and liabilities of our company, sublease income, gain
recognized on foreign exchange contract settlement and our
subsidiaries that are denominated in currencies other than each
relevant entity's functional currency.
Mark to Market Adjustment on Financial Instruments
Mark to market adjustment on financial instruments consists of the
mark to market accounting adjustments related to certain of the
Company's warrants issued to the founders of Churchill Capital
Corp, a special purpose acquisition company or “SPAC” with which
the Company consummated a business combination transaction in May
2019.
Legal Settlement
Legal settlement represents a net gain recorded in 2019 for cash
received in relation to closure of a confidential legal
matter.
Interest Expense and Amortization of Debt Discount,
Net
Interest expense and amortization of debt discount, net consists of
expense related to interest on our borrowings under our term loan
facility and our secured notes due 2026, senior unsecured notes due
in 2029 and senior secured notes due in 2028, the amortization and
write off of debt issuance costs and original discount, and
interest related to certain derivative instruments.
Provision for Income Taxes
A provision for income tax is calculated for each of the
jurisdictions in which we operate. The benefit or provision for
income taxes is determined using the asset and liability approach
of accounting for income taxes. Under this approach, deferred taxes
represent the future tax consequences expected to occur when the
reported amounts of assets and liabilities are recovered or paid.
The benefit or provision for income taxes represents income taxes
paid or payable for the current year plus the change in deferred
taxes during the year. Deferred taxes result from differences
between the book and tax bases of assets and liabilities and are
adjusted for changes in tax rates and tax laws when changes are
enacted. Valuation allowances are recorded to reduce deferred tax
assets when it is more likely than not that a tax benefit will not
be realized. Interest accrued related to unrecognized tax benefits
and income tax related penalties are included in the provision for
income taxes.
Dividends on Preferred Shares
Dividends on our convertible preferred shares are calculated 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.
Critical Accounting Policies, Estimates and
Assumptions
The preparation of the consolidated financial statements in
accordance with GAAP requires management to make judgments,
estimates and assumptions that affect the amounts reported in the
consolidated financial statements. On an ongoing basis, we evaluate
estimates, which are based on historical experience and on various
other assumptions that we believe to be reasonable under the
circumstances. We consider the following accounting policies to be
critical to understanding our financial statements because the
application of these policies requires significant judgment on the
part of management, which could have a material impact on our
financial statements if actual performance should differ from
historical experience or if our assumptions were to change. The
following accounting policies include estimates that require
management’s subjective or complex judgments about the effects of
matters that are inherently uncertain. For information on our
significant accounting policies, including the policies discussed
below, see Item 8. Financial Statements and Supplementary Data -
Notes to the Consolidated Financial Statements - Note 3 - Summary
of Significant Accounting Policies.
Revenue Recognition
We derive revenues from contracts with customers by selling
information on a subscription and single transaction basis as well
as performing professional services. Our subscription contract
agreements contain standard terms and conditions, and most
contracts include a one-year subscription, although we may provide
a multi-year subscription in certain instances. In
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
some cases, contracts provide for variable consideration that is
contingent upon the occurrence of uncertain future events, such as
retroactive discounts provided to the customers, indexed or volume
based discounts, and revenues between contract expiration and
renewal. We estimate the amount of the variable consideration at
the expected value or at the most likely amount depending on the
type of consideration. Estimated amounts are included in the
transaction price to the extent it is probable that a significant
reversal of cumulative revenues recognized will not occur when the
uncertainty associated with the variable consideration is resolved.
The estimate of variable consideration and determination of whether
to include estimated amounts in the transaction price are based
largely on an assessment of its anticipated performance and all
information (historical, current and forecasted) that is reasonably
available to us.
Most of our revenues are derived from subscription contract
arrangements, which may contain multiple performance obligations.
For these arrangements, the transaction price is allocated to the
identified performance obligations based on their relative
standalone selling prices. We utilize standard price lists,
together with consideration of market conditions, customer
demographics, and geographic location, to determine the standalone
selling price for most of our products and services, however
certain products may not have a standalone selling price that is
directly observable, which requires judgment.
Business Combinations
In a business combination, substantially all identifiable assets,
liabilities and contingent liabilities acquired are accounted for
using the acquisition method at the acquisition date and are
recorded at their respective fair values. One of the most
significant estimates relates to the determination of the fair
value of these assets and liabilities. The determination of the
fair values is based on estimates and judgments made by management.
Our estimates of fair value are based upon assumptions we believe
to be reasonable, but which are inherently uncertain and
unpredictable. The fair value of the customer relationships
intangible assets acquired was estimated by management through a
discounted cash flow model using the multi-period excess earnings
method, which involved the use of significant estimates and
assumptions related to projected revenue growth rates, operating
margins, projected cash flows, royalty rates, tax rates, discount
rates, tax amortization benefits, and customer attrition rates,
among other items. The fair value of the technology and databases
and trade names intangible assets acquired was estimated by
management through a discounted cash flow model using the relief
from royalty method, which involved the use of significant
estimates and assumptions related to projected revenue growth
rates, royalty rates, tax rates, discount rates, tax amortization
benefits, and obsolescence rates. The significant estimates and
assumptions used in determining their fair value may change during
the finalization of the purchase price allocation. As a result, the
Company may make adjustments to the provisional amounts recorded
for certain items as part of the purchase price allocation
subsequent to the acquisition, not to exceed one year after the
acquisition date, until the purchase accounting allocation is
finalized.
When a business combination involves contingent consideration, we
record a liability for the estimated cost of such contingencies
when expenditures are probable and reasonably estimable. A
significant amount of judgment is required to estimate and quantify
the potential liability in these matters. We engage outside experts
as deemed necessary or appropriate to assist in the calculation of
the liability; however, management is responsible for evaluating
the estimate. We reassess the estimated fair value of the
contingent consideration each financial reporting period over the
term of the arrangement. Any resulting changes identified
subsequent to the measurement period are recognized in earnings and
could have a material effect on our results of
operations.
Reviews of the tax balances associated with the opening balance
sheet of acquired entities is a critical step of the acquisition
accounting and throughout the measurement period.
Long-Lived Assets (including Other Intangible Assets)
Residual values and useful lives are reviewed at the end of each
reporting period and adjusted if appropriate. We evaluate
long-lived assets, including computer hardware and other property,
computer software, and finite-lived intangible assets for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Upon
such an occurrence, recoverability of assets to be held and used is
measured by comparing the carrying amount of an asset to current
forecasts of undiscounted future net cash flows expected to be
generated by the asset over its remaining life. An asset is
assessed for impairment at the lowest level that the asset
generates cash inflows that are largely independent of cash inflows
from other assets. If the carrying amount of the asset exceeds its
estimated future cash flows, an impairment charge is recognized
equal to the amount by which the carrying amount of the asset
exceeds the fair value of the
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
asset. Any such impairment would be recognized in full in the
reporting period in which it has been identified, which could have
a material adverse effect on our financial condition or results of
operations.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill
Goodwill represents the excess of purchase price and related costs
over the value assigned to the net tangible and identifiable
intangible assets of businesses acquired. Goodwill and
indefinite-lived intangible assets are not amortized, but instead
are tested for impairment annually during the fourth quarter each
year, or more frequently if events or changes in circumstances
indicate that the asset might be impaired.
Goodwill
The Company performs goodwill impairment testing at the reporting
unit level which is defined as the operating segment or one level
below the operating segment. As of October 1, 2021, our most recent
annual goodwill impairment testing date, the Company identified
five reporting units. As part of our annual goodwill impairment
testing, the Company has the option to first perform qualitative
testing to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying value. The
quantitative goodwill impairment test, used to identify both the
existence of impairment and the amount of impairment loss, compares
the estimated fair value of a reporting unit with its carrying
amount, including goodwill. The Company estimates the fair value of
a reporting unit using the income approach. Under the income
approach, a discounted cash flow ("DCF") model is used to determine
fair value based on the present value of estimated future cash
flows, discounted at an appropriate risk-adjusted rate. The Company
uses its internal forecasts to estimate future cash flows and
includes an estimate of long-term future growth rates. Significant
judgments inherent in these analyses include, but are not limited
to, estimating the amount and timing of future cash flows and the
selection of appropriate discount rates, tax rates and long-term
growth rate assumptions. Changes in these estimates and assumptions
could materially affect the determination of estimated fair value.
Any such impairment charge would be recognized in full in the
reporting period in which it has been identified, which could have
a material adverse effect on our financial condition or results of
operations.
In the fourth quarter of 2021, the Company performed its annual
goodwill impairment testing by applying the qualitative assessment
to three of its reporting units and the quantitative assessment to
two of its reporting units. For the reporting units tested under
the qualitative assessment, the Company considered various
qualitative factors, including those described above, that would
have affected the estimated fair value of the reporting units, as
well as the historical significant level of headroom, and the
results of the qualitative assessments indicated that it is not
more likely than not that the fair values of the reporting units
were less than their carrying values. For the reporting units
tested under the quantitative assessment, the results indicated
that, the estimated fair values of the reporting units exceeded
their carrying values. As such, as of October 1, 2021, our most
recent annual goodwill impairment testing date, goodwill was not
impaired.
Of the five reporting units identified and tested for goodwill
impairment as of October 1, 2021, the IP Management reporting unit
within our Intellectual Property segment, for which a quantitative
assessment was performed, indicated an estimated fair value that
was not substantially in excess of its carrying value. The Company
notes the following with respect to the IP Management reporting
unit as of our most recent annual goodwill impairment testing
date:
•The
percentage by which the estimated fair value exceeded the carrying
value was 7%;
•The
amount of goodwill assigned to the reporting unit as of December
31, 2021 was $3,046,906, representing the goodwill acquired in Q4
2020 from the CPA Global and Hanlim IPS acquisitions;
•The
Company estimated the fair value of the reporting unit using the
income approach, and more specifically, the DCF model. 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
Company used its internal forecasts to estimate future cash flows
and includes an estimate of long-term future growth rates based on
its most recent views of the long-term outlook for the reporting
unit. Future cash flow estimates are, by their nature, subjective
and actual results may differ materially from the Company’s
estimates.
◦The
discount rate was derived using a capital asset pricing model and
analyzing published rates for industries relevant to the reporting
unit to estimate the cost of equity financing. The Company used
a
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
discount rate of 7.0%, which we believe to be commensurate with the
risks and uncertainty inherent in the respective reporting unit and
in its internally developed forecast.
•Certain
future events and circumstances, including deterioration of market
conditions, higher cost of capital or a decline in demand for IP
Management's product offerings, could result in changes to these
assumptions and judgements. A downward revision in the present
value of future cash flow could result in impairment, and a
non-cash charge would be recorded. Such a charge could have a
material effect on our financial position and results of
operations.
Indefinite-Lived Intangible Assets
The Company has indefinite-lived intangible assets related to trade
names. As part of our annual indefinite-lived intangible asset
impairment testing, the Company has the option to first perform
qualitative testing by evaluating whether any events and
circumstances occurred that provide evidence that it is more likely
than not (a likelihood of more than 50 percent) that the
indefinite-lived assets are impaired. If, based on our evaluation
of the events and circumstances that occurred during the year we do
not believe that it is more likely than not that the
indefinite-lived assets are impaired, no quantitative impairment
test is required. If the Company chooses not to complete a
qualitative assessment, or if the initial assessment indicates that
it is more likely than not that the carrying value exceeds the
estimated fair value, additional quantitative testing is
performed.
The quantitative test for impairment is performed using the
relief-from-royalty method under the income approach to determine
the fair value based on the present value of estimated future cash
flows that the indefinite-lived intangible asset can be expected to
generate in the future. Significant judgments inherent in the
analysis include estimating the amount and timing of future cash
flows and the selection of appropriate discount rates, royalty
rates and long-term growth rate assumptions. Changes in these
estimates and assumptions could materially affect the determination
of estimated fair value and could result in an impairment charge.
Any such impairment charge would be recognized in full in the
reporting period in which it has been identified, which could have
a material adverse effect on our financial condition or results of
operations.
In the fourth quarter of 2021, the Company elected to forego the
qualitative assessment and performed the quantitative impairment
evaluation to determine the estimated fair value of the
indefinite-lived intangible assets. The results indicated that the
estimated fair value substantially exceeded its carrying value, and
the indefinite-lived intangible assets were not
impaired.
Share-Based Compensation
Share-based compensation expense includes cost associated with
stock options, restricted stock units (“RSUs”) and Performance
stock units ("PSUs") granted to certain key members of
management.
The stock option fair value is estimated at the date of grant using
the Black-Scholes option pricing model, which requires management
to make certain assumptions of future expectations based on
historical and current data. The assumptions include the expected
term of the stock option, expected volatility, dividend yield, and
risk-free interest rate. The expected term represents the amount of
time that options granted are expected to be outstanding, based on
forecasted exercise behavior. The risk-free rate is based on the
rate at grant date of zero-coupon U.S. Treasury Notes with a term
comparable to the expected term of the option. Expected volatility
is estimated based on the historical volatility of comparable
public entities’ stock price from the same industry. Our dividend
yield is based on forecasted expected payments, which are expected
to be zero for the immediate future. We recognize compensation
expense over the vesting period of the award on a graded-scale
basis, and we recognize forfeitures as they occur.
The stock-based compensation cost of time-based RSU and PSU grants
is calculated by multiplying the grant date fair value by the
number of shares granted. We recognize compensation expense over
the vesting period of the award on a graded-scale basis, and we
recognize forfeitures as they occur. Each quarter, we evaluate the
probability of the number of shares that are expected to vest and
adjust our expense accordingly.
Equity compensation plans of the acquired CPA Global business are
accounted for as a liability as they will be paid in cash. Changes
in the fair value of these awards are recorded at the end of each
reporting period.
Warrant Liabilities
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
The Company accounts for Private Placement Warrants for shares of
the Company's ordinary stock that are not indexed to its own stock
as liabilities at fair value on the balance sheet. The Private
Placement Warrants are subject to remeasurement at each balance
sheet date and any change in fair value is recognized as a
component of Mark to market adjustment on financial instruments on
the Consolidated Statements of Operations. The Company will
continue to adjust the liability for changes in fair value until
the earlier of the exercise or expiration of the ordinary stock
warrants. At that time, the portion of the warrant liabilities
related to the ordinary stock warrants will be reclassified to
additional paid-in capital.
We used a third-party specialist to fair value the awards using the
Monte Carlo simulation approach. The assumptions included in the
model include, but are not limited to, risk-free interest rate,
expected volatility of stock prices for the Company and its peer
group, and dividend yield. A discount for the lack of marketability
("DLOM") is applied to shares that are subject to remaining post
vesting lock up restrictions.
Recently Issued and Adopted Accounting Pronouncements
For recently issued and adopted accounting pronouncements, see Item
8. Financial Statements and Supplementary Data - Notes to the
Consolidated Financial Statements - Note 3 - Summary of Significant
Accounting Policies.
Results of Operations
The following table presents the results of operations for the
years ended December 31, 2021, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
Change
2021 vs. 2020 |
|
Change
2020 vs. 2019 |
(in thousands, except percentages) |
2021 |
|
2020 |
|
2019 |
|
|
|
% |
|
% |
Revenues, net |
$ |
1,876,894 |
|
|
$ |
1,254,047 |
|
|
$ |
974,345 |
|
|
|
|
49.7 |
% |
|
28.7 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
(626,104) |
|
|
(438,787) |
|
|
(352,000) |
|
|
|
|
42.7 |
% |
|
24.7 |
% |
Selling, general and administrative costs |
(642,989) |
|
|
(544,700) |
|
|
(475,014) |
|
|
|
|
18.0 |
% |
|
14.7 |
% |
Depreciation |
(13,996) |
|
|
(12,709) |
|
|
(9,181) |
|
|
|
|
10.1 |
% |
|
38.4 |
% |
Amortization |
(523,819) |
|
|
(290,441) |
|
|
(191,361) |
|
|
|
|
80.4 |
% |
|
51.8 |
% |
Impairment on assets held for sale |
— |
|
|
— |
|
|
(18,431) |
|
|
|
|
0.0 |
% |
|
(100.0) |
% |
Restructuring and impairment |
(129,459) |
|
|
(56,138) |
|
|
(15,670) |
|
|
|
|
130.6 |
% |
|
258.3 |
% |
Other operating (expense) income, net |
(27,507) |
|
|
52,381 |
|
|
4,826 |
|
|
|
|
(152.5) |
% |
|
985.4 |
% |
Total operating expenses |
(1,963,874) |
|
|
(1,290,394) |
|
|
(1,056,831) |
|
|
|
|
52.2 |
% |
|
22.1 |
% |
Loss from operations |
(86,980) |
|
|
(36,347) |
|
|
(82,486) |
|
|
|
|
139.3 |
% |
|
(55.9) |
% |
Mark to market adjustment on financial instruments |
81,320 |
|
|
(205,062) |
|
|
(47,656) |
|
|
|
|
(139.7) |
% |
|
330.3 |
% |
Legal settlement |
— |
|
|
— |
|
|
39,399 |
|
|
|
|
0.0 |
% |
|
(100.0) |
% |
Loss before interest expense and income tax |
(5,660) |
|
|
(241,409) |
|
|
(90,743) |
|
|
|
|
(97.7) |
% |
|
166.0 |
% |
Interest expense and amortization of debt discount, net |
(252,490) |
|
|
(111,914) |
|
|
(157,689) |
|
|
|
|
125.6 |
% |
|
(29.0) |
% |
Loss before income tax |
(258,150) |
|
|
(353,323) |
|
|
(248,432) |
|
|
|
|
(26.9) |
% |
|
42.2 |
% |
(Provision) benefit for income taxes |
(12,298) |
|
|
2,698 |
|
|
(10,201) |
|
|
|
|
(555.8) |
% |
|
126.4 |
% |
Net loss |
(270,448) |
|
|
(350,625) |
|
|
(258,633) |
|
|
|
|
(22.9) |
% |
|
35.6 |
% |
Dividends on preferred shares |
(41,508) |
|
|
— |
|
|
— |
|
|
|
|
100.0 |
% |
|
0.0 |
% |
Net loss attributable to ordinary shares |
$ |
(311,956) |
|
|
$ |
(350,625) |
|
|
$ |
(258,633) |
|
|
|
|
(11.0) |
% |
|
35.6 |
% |
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Revenues, net
Total Revenue
Revenues, net of $1,876,894 in 2021, increased by $622,847, or
49.7%, from $1,254,047 in 2020. On a constant currency basis,
Revenues, net increased by $606,296, or 48.3%.
Adjusted Revenues of $1,880,845, which excludes the impact of the
deferred revenue adjustment relating to acquisitions prior to 2021
(see Note 3 - Summary of Significant Accounting Policies for
further detail), in 2021 increased by $603,697, or 47.3%, from
$1,277,148 in 2020. On a constant currency basis, Adjusted Revenues
increased by $587,110, or 46.0%.
Revenues, net of $1,254,047 in 2020 increased by $279,702, or
28.7%, from $974,345 in 2019. On a constant currency basis,
Revenues, net increased by $276,176, or 28.3%.
Adjusted Revenues of $1,277,148, which excludes the impact of the
deferred revenues adjustment, in 2020 increased by $302,365, or
31.0%, from $974,783 in 2019. On a constant currency basis,
Adjusted Revenues increased by $298,839, or 30.7%.
The comparability of our Revenues, net between periods was impacted
by several factors described under “Factors Affecting the
Comparability of Our Results of Operations” above. The tables below
presents the items that impacted the change in our revenues, net
between periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance 2021 vs. 2020 |
(in thousands, except percentages) |
$ |
|
% |
Revenue change driver |
|
|
|
Increase due to a reduction in deferred revenues
adjustment |
$ |
19,150 |
|
|
1.5 |
% |
Decrease due to disposals |
(49,296) |
|
|
(3.9) |
% |
Increase from acquisitions |
579,159 |
|
|
46.2 |
% |
Foreign currency translation |
16,587 |
|
|
1.3 |
% |
Revenue increase from organic business |
57,247 |
|
|
4.6 |
% |
Revenues, net (total change) |
$ |
622,847 |
|
|
49.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance 2020 vs. 2019 |
(in thousands, except percentages) |
$ |
|
% |
Revenue change driver |
|
|
|
Decrease due to deferred revenues adjustment |
$ |
(22,663) |
|
|
(2.3) |
% |
Decrease due to disposals |
(64,815) |
|
|
(6.7) |
% |
Increase from acquisitions |
353,195 |
|
|
36.2 |
% |
Foreign currency translation |
3,526 |
|
|
0.4 |
% |
Revenue increase from organic business |
10,459 |
|
|
1.1 |
% |
Revenues, net (total change) |
$ |
279,702 |
|
|
28.7 |
% |
Revenues, net from our ongoing business improved for both of our
segments, led by Science, reflecting a trend consistent with the
increase in our ACV between periods, mainly due to product price
increases and new business. The evolution of our recurring business
is discussed further below.
Revenue by Transaction Type
The following tables present the amounts of our subscription,
re-occurring, and transactional and other revenues for the periods
indicated, as well the drivers of the variances between periods,
including as a percentage of such revenues.
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance Increase/(Decrease)
|
|
Percentage of Factors Increase/(Decrease) |
|
Year Ended
December 31, |
|
Total Variance (Dollars)
|
Total Variance (Percentage)
|
|
Acquisitions |
Disposals
|
FX Impact
|
|
Organic
|
(in thousands, except percentages) |
2021 |
|
2020 |
|
|
|
|
|
|
|
|
|
Subscription revenues |
$ |
1,034,356 |
|
|
$ |
877,659 |
|
|
$ |
156,697 |
|
17.9 |
% |
|
16.1 |
% |
(3.6) |
% |
1.9 |
% |
|
3.5 |
% |
Re-occurring revenues |
453,242 |
|
|
111,929 |
|
|
341,313 |
|
304.9 |
% |
|
298.3 |
% |
— |
% |
(1.8) |
% |
|
8.4 |
% |
Transactional and other revenues |
393,247 |
|
|
287,560 |
|
|
105,687 |
|
36.8 |
% |
|
36.2 |
% |
(6.2) |
% |
0.8 |
% |
|
5.9 |
% |
Deferred revenues adjustment
(1)
|
(3,951) |
|
|
(23,101) |
|
|
19,150 |
|
82.9 |
% |
|
(19.0) |
% |
— |
% |
(0.2) |
% |
|
102.1 |
% |
Revenues, net |
$ |
1,876,894 |
|
|
$ |
1,254,047 |
|
|
$ |
622,847 |
|
49.7 |
% |
|
45.8 |
% |
(3.9) |
% |
1.3 |
% |
|
6.4 |
% |
Deferred revenues adjustment
(1)
|
3,951 |
|
|
23,101 |
|
|
(19,150) |
|
(82.9) |
% |
|
19.0 |
% |
— |
% |
0.2 |
% |
|
(102.1) |
% |
Adjusted revenues, net |
$ |
1,880,845 |
|
|
$ |
1,277,148 |
|
|
$ |
603,697 |
|
47.3 |
% |
|
45.3 |
% |
(3.9) |
% |
1.3 |
% |
|
4.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Reflects
the deferred revenues adjustment made as a result of purchase
accounting prior to the adoption of FASB ASU No. 2021-08,
"Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers".
In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08
which allows an acquirer to account for the related revenue
contracts in accordance with Topic 606 as if it had originated the
contracts. This guidance was applied retrospectively to all
business combinations for which the acquisition date occurs during
or subsequent to the fiscal year 2021.
Subscription revenues of $1,034,356 in 2021, increased by $156,697,
or 17.9% from $877,659 in 2020. On a constant currency basis,
subscription revenues increased by $140,426, or 16.0%. Acquisitive
subscription growth was primarily generated from the DRG
Transaction, CPA Global Transaction and the ProQuest Transaction.
Disposal subscription revenues reduction was derived from the
Techstreet Transaction. Organic subscription revenues increased
primarily due to price increases, new business and the benefit of
net installations in prior year.
Re-occurring revenues of $453,242 in 2021, increased by $341,313,
or 304.9% from $111,929 in 2020 due to nine months of acquisitive
growth generated from the CPA Global Transaction, which was
acquired on October 1, 2020. Organic re-occurring revenues
increased primarily due to increases in patent renewal volumes and
improvements in yield per case.
Transactional and other revenues of $393,247 in 2021, increased by
$105,687, or 36.8% from $287,560 in 2020. On a constant currency
basis, transactional revenues increased by $103,360, or 35.9%.
Acquisitive transactional growth was primarily generated from the
DRG Transaction, the CPA Global Transaction and the ProQuest
Transaction. Disposal transactional revenue reduction was derived
from the Techstreet Transaction. Organic transactional revenues
increased due to an increase in trademark search volumes, stronger
back file and custom data sales and strength in our professional
services business lines.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance Increase/(Decrease)
|
|
Percentage of Factors Increase/(Decrease) |
|
Year Ended
December 31, |
|
Total Variance (Dollars)
|
Total Variance (Percentage)
|
|
Acquisitions |
Disposals
|
FX Impact
|
Organic
|
(in thousands, except percentages) |
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Subscription revenues |
$ |
877,659 |
|
|
$ |
805,518 |
|
|
$ |
72,141 |
|
9.0 |
% |
|
13.4 |
% |
(7.4) |
% |
0.3 |
% |
2.7 |
% |
Re-occurring revenues |
111,929 |
|
|
— |
|
|
111,929 |
|
100.0 |
% |
|
100.0 |
% |
— |
% |
— |
% |
— |
% |
Transactional and other revenues |
287,560 |
|
|
169,265 |
|
|
118,295 |
|
69.9 |
% |
|
79.0 |
% |
(3.0) |
% |
0.4 |
% |
(6.5) |
% |
Deferred revenues adjustment
(1)
|
(23,101) |
|
|
(438) |
|
|
(22,663) |
|
(5,174.2) |
% |
|
(5,243.4) |
% |
— |
% |
— |
% |
69.2 |
% |
Revenues, net |
$ |
1,254,047 |
|
|
$ |
974,345 |
|
|
$ |
279,702 |
|
28.7 |
% |
|
33.9 |
% |
(6.7) |
% |
0.4 |
% |
1.1 |
% |
Deferred revenues adjustment
(1)
|
23,101 |
|
|
438 |
|
|
22,663 |
|
5,174.2 |
% |
|
5,243.4 |
% |
— |
% |
— |
% |
(69.2) |
% |
Adjusted revenues, net |
$ |
1,277,148 |
|
|
$ |
974,783 |
|
|
$ |
302,365 |
|
31.0 |
% |
|
36.2 |
% |
(6.7) |
% |
0.4 |
% |
1.2 |
% |
(1)Reflects
the deferred revenues adjustment made as a result of purchase
accounting
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Subscription revenues of $877,659 in 2020 increased by $72,141, or
9.0% from $805,518 in 2019. On a constant currency basis,
subscription revenues increased by $63,339, or 8.6%. Acquisitive
subscription growth was generated from the Darts-ip Transaction,
DRG Transaction, and CPA Global Transaction. Disposal subscription
revenues reduction was derived from the MarkMonitor Transaction and
Techstreet Transaction. Organic subscription revenues increased
primarily due to price increases and new business.
Re-occurring revenues of $111,929 in 2020 increased by $111,929, or
100.0% from 2019 due to acquisitive growth generated from the CPA
Global Transaction.
Transactional and other revenues of $287,560 increased by $118,295,
or 69.9% from $169,265 in 2019. On a constant currency basis,
transactional revenues increased by $117,571, or 69.5%. Acquisitive
transactional growth was generated from the DRG Transaction and CPA
Global Transaction. Disposal transactional reduction was derived
from the MarkMonitor Transaction and Techstreet Transaction.
Organic transactional revenues decreased due to an overall decrease
in demand primarily driven by economic conditions resulting from
the COVID-19 pandemic.
Revenue by Geography
The below tables present our revenues split by geographic region,
separating the impacts of the deferred revenues
adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance Increase/(Decrease)
|
|
Percentage of Factors Increase/(Decrease) |
|
Year Ended
December 31, |
|
Total Variance (Dollars)
|
Total Variance (Percentage)
|
|
Acquisitions |
Disposals
|
FX Impact
|
Organic
|
(in thousands, except percentages)
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
Americas
|
$ |
928,690 |
|
|
$ |
631,222 |
|
|
$ |
297,468 |
|
47.1 |
% |
|
45.8 |
% |
(5.8) |
% |
0.1 |
% |
7.0 |
% |
Europe/Middle East/Africa
|
555,804 |
|
|
365,599 |
|
|
190,205 |
|
52.0 |
% |
|
50.5 |
% |
(1.9) |
% |
3.0 |
% |
0.4 |
% |
Asia Pacific
|
396,351 |
|
|
280,327 |
|
|
116,024 |
|
41.4 |
% |
|
37.5 |
% |
(2.0) |
% |
1.8 |
% |
4.0 |
% |
Deferred revenues adjustment
(1)
|
(3,951) |
|
|
(23,101) |
|
|
19,150 |
|
82.9 |
% |
|
(19.0) |
% |
— |
% |
(0.2) |
% |
102.1 |
% |
Revenues, net
|
$ |
1,876,894 |
|
|
$ |
1,254,047 |
|
|
$ |
622,847 |
|
49.7 |
% |
|
45.8 |
% |
(3.9) |
% |
1.3 |
% |
6.4 |
% |
Deferred revenues adjustment
(1)
|
3,951 |
|
|
23,101 |
|
|
(19,150) |
|
(82.9) |
% |
|
19.0 |
% |
— |
% |
0.2 |
% |
(102.1) |
% |
Adjusted revenues, net |
$ |
1,880,845 |
|
|
$ |
1,277,148 |
|
|
$ |
603,697 |
|
47.3 |
% |
|
45.3 |
% |
(3.9) |
% |
1.3 |
% |
4.5 |
% |
(1)Reflects
the deferred revenues adjustment made as a result of purchase
accounting prior to the adoption of FASB ASU No. 2021-08,
"Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers".
In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08
which allows an acquirer to account for the related revenue
contracts in accordance with Topic 606 as if it had originated the
contracts. This guidance was applied retrospectively to all
business combinations for which the acquisition date occurs during
or subsequent to the fiscal year 2021.
Acquisitive growth for all regions was primarily related to the DRG
Transaction, the CPA Global Transaction and the ProQuest
Transaction. Disposal revenue reduction for all regions was derived
from the Techstreet Transaction. On a constant currency basis,
Americas revenues increased by $296,784, or 47.0%, with organic
growth due to improved subscription and transactional revenues.
Transactional revenue increased primarily due to improved trademark
search volumes, stronger back file sales, and custom data sales and
strength in our professional services business lines. On a constant
currency basis, Europe/Middle East/Africa revenues increased by
$179,357, or 49.1%, primarily due to acquisitive growth and
improved subscription revenues. Subscription revenue growth
reflects the benefit of price increases, new products coming into
market and net installations in prior year. On a constant currency
basis, Asia Pacific revenues increased by $110,969, or 39.6%,
primarily due to acquisitive growth and improved subscription and
transactional revenues.
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance Increase/(Decrease)
|
|
Percentage of Factors Increase/(Decrease) |
|
Year Ended
December 31,
|
|
Total Variance (Dollars)
|
Total Variance (Percentage)
|
|
Acquisitions |
Disposals
|
FX Impact
|
Organic
|
(in thousands, except percentages)
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Americas
|
$ |
631,222 |
|
|
$ |
463,041 |
|
|
$ |
168,181 |
|
36.3 |
% |
|
46.4 |
% |
(9.4) |
% |
— |
% |
(0.7) |
% |
Europe/Middle East/Africa
|
365,599 |
|
|
278,738 |
|
|
86,861 |
|
31.2 |
% |
|
35.3 |
% |
(5.9) |
% |
0.7 |
% |
1.0 |
% |
Asia Pacific
|
280,327 |
|
|
233,004 |
|
|
47,323 |
|
20.3 |
% |
|
17.2 |
% |
(2.1) |
% |
0.6 |
% |
4.6 |
% |
Deferred revenues adjustment
(1)
|
(23,101) |
|
|
(438) |
|
|
(22,663) |
|
N/M |
|
N/M |
— |
% |
— |
% |
69.2 |
% |
Revenues, net
|
$ |
1,254,047 |
|
|
$ |
974,345 |
|
|
$ |
279,702 |
|
28.7 |
% |
|
33.9 |
% |
(6.7) |
% |
0.4 |
% |
1.1 |
% |
Deferred revenues adjustment
(1)
|
23,101 |
|
|
438 |
|
|
22,663 |
|
— |
% |
|
N/M |
— |
% |
— |
% |
(69.2) |
% |
Adjusted revenues, net |
$ |
1,277,148 |
|
|
$ |
974,783 |
|
|
$ |
302,365 |
|
31.0 |
% |
|
36.2 |
% |
(6.7) |
% |
0.4 |
% |
1.2 |
% |
(1)Reflects
the deferred revenues adjustment made as a result of purchase
accounting
Acquisitive growth for all regions was related to the Darts-ip
Transaction, DRG Transaction, and CPA Global Transaction. Disposal
reduction for all regions was derived from the MarkMonitor
Transaction and Techstreet Transaction. On a constant currency
basis, Americas revenues increased by $167,982, or 36.3%, with an
organic decline due to lower transactional revenues due to an
overall decrease in demand primarily driven by economic conditions
resulting from the COVID-19 pandemic, partially offset by improved
subscription revenues. On a constant currency basis, Europe/Middle
East/Africa revenues increased by $84,955, or 30.5%, primarily due
to acquisitive growth and improved subscription revenues partially
offset by a decline in transactional revenues. On a constant
currency basis, Asia Pacific revenues increased $45,902, or 19.7%,
primarily due to acquisitive growth and improved subscription
revenues partially offset by a decline in transactional revenues
driven by economic conditions resulting from the COVID-19
pandemic.
Revenue by Segment
The following tables, and the discussions that follow, present our
revenues by segment for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance Increase/(Decrease)
|
|
Percentage of Factors Increase/(Decrease) |
|
Year Ended December 31, |
|
Total Variance (Dollars)
|
Total Variance (Percentage)
|
|
Acquisitions |
Disposals
|
FX Impact
|
Organic
|
(in thousands, except percentages) |
2021 |
|
2020 |
|
|
|
|
|
|
|
|
Science Segment |
$ |
902,712 |
|
|
$ |
743,641 |
|
|
$ |
159,071 |
|
21.4 |
% |
|
14.1 |
% |
— |
% |
2.0 |
% |
5.4 |
% |
IP Segment |
978,133 |
|
|
533,507 |
|
|
444,626 |
|
83.3 |
% |
|
89.0 |
% |
(9.2) |
% |
0.4 |
% |
3.3 |
% |
Deferred revenues adjustment
(1)
|
(3,951) |
|
|
(23,101) |
|
|
19,150 |
|
82.9 |
% |
|
(19.0) |
% |
— |
% |
(0.2) |
% |
102.1 |
% |
Revenues, net |
$ |
1,876,894 |
|
|
$ |
1,254,047 |
|
|
$ |
622,847 |
|
49.7 |
% |
|
45.8 |
% |
(3.9) |
% |
1.3 |
% |
6.4 |
% |
Deferred revenues adjustment
(1)
|
3,951 |
|
|
23,101 |
|
|
(19,150) |
|
(82.9) |
% |
|
19.0 |
% |
— |
% |
0.2 |
% |
(102.1) |
% |
Adjusted revenues, net |
$ |
1,880,845 |
|
|
$ |
1,277,148 |
|
|
$ |
603,697 |
|
47.3 |
% |
|
45.3 |
% |
(3.9) |
% |
1.3 |
% |
4.5 |
% |
(1)Reflects
the deferred revenues adjustment made as a result of purchase
accounting prior to the adoption of FASB ASU No. 2021-08,
"Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers".
In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08
which allows an acquirer to account for the related revenue
contracts in accordance with Topic 606 as if it had originated the
contracts. This guidance was applied retrospectively to all
business combinations for which the acquisition date occurs during
or subsequent to the fiscal year 2021.
Science Segment:
Revenues of $902,712 in 2021 increased by $159,071, or 21.4%, from
$743,641 in 2020. On a constant currency basis, revenues increased
by $144,441, or 19.4%, primarily due to acquisitive growth and
organic subscription and transactional revenue growth. Acquisitive
growth was generated from the DRG Transaction, including two months
of acquisitions revenue in 2021 compared to ten months in 2020, the
ProQuest Transaction and the Bioinfogate Transaction. Organic
revenues increased due to growth resulting from custom data sales
and stronger back file sales and strength in our professional
services business lines.
Intellectual Property Segment:
Revenues of $978,133 in 2021 increased by $444,626, or 83.3%, from
$533,507 in 2020. On a constant currency basis, revenues decreased
by $442,669, or 83.0%. Acquisitive growth was generated from the
CPA Global Transaction, including nine months of acquisitions
revenue in 2021 compared to three months in 2020, the
IncoPat
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Transaction and the Hanlim Transaction. Disposal revenue reduction
was derived from the Techstreet Transaction. Organic revenues, on a
constant currency basis, increased primarily due to growth in
re-occurring revenues from patent renewal volumes and yield and
transactional revenues on improved trademark search transactional
volumes and strength in our professional services business
lines.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance Increase/(Decrease)
|
|
Percentage of Factors Increase/(Decrease) |
|
Year Ended
December 31,
|
|
Total Variance (Dollars)
|
Total Variance (Percentage)
|
|
Acquisitions |
Disposals
|
FX Impact
|
Organic
|
(in thousands, except percentages) |
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Science Segment |
$ |
743,641 |
|
|
$ |
547,542 |
|
|
$ |
196,099 |
|
35.8 |
% |
|
34.0 |
% |
— |
% |
0.3 |
% |
1.5 |
% |
IP Segment |
533,507 |
|
|
427,241 |
|
|
106,266 |
|
24.9 |
% |
|
39.0 |
% |
(15.2) |
% |
0.4 |
% |
0.6 |
% |
Deferred revenues adjustment(1)
|
(23,101) |
|
|
(438) |
|
|
(22,663) |
|
(5,174.2) |
% |
|
N/M |
— |
% |
— |
% |
69.2 |
% |
Revenues, net |
$ |
1,254,047 |
|
|
$ |
974,345 |
|
|
$ |
279,702 |
|
28.7 |
% |
|
33.9 |
% |
(6.7) |
% |
0.4 |
% |
1.1 |
% |
Deferred revenues adjustment
(1)
|
23,101 |
|
|
438 |
|
|
22,663 |
|
— |
% |
|
N/M |
— |
% |
— |
% |
(69.2) |
% |
Adjusted revenues, net |
$ |
1,277,148 |
|
|
$ |
974,783 |
|
|
$ |
302,365 |
|
31.0 |
% |
|
36.2 |
% |
6.7 |
% |
(0.4) |
% |
1.2 |
% |
(1)Reflects
the deferred revenues adjustment made as a result of purchase
accounting
Science Segment:
Revenues of $743,641 in 2020 increased by $196,099, or 35.8%, from
$547,542 in 2019. On a constant currency basis, revenues increased
by $194,385, or 35.6%, primarily due to acquisitive growth and
organic subscription revenue growth. Acquisitive growth was
generated from the DRG Transaction. Organic revenues increased due
to price increases and new business in subscription revenues,
partially offset by lower transactional revenues due to a decline
in demand primarily driven by economic conditions resulting from
the COVID-19 pandemic.
Intellectual Property Segment:
Revenues of $533,507 in 2020, increased by $106,266, or 24.9%, from
$427,241 in 2019. On a constant currency basis, revenues increased
by $104,454, or 24.4%. Acquisitive growth was generated from the
Darts-IP Transaction and CPA Global Transaction. Disposal
reductions were derived from the MarkMonitor Transaction and
Techstreet Transaction. Organic revenues remained consistent due to
an increase in subscription revenue driven by content upgrades,
offset by lower transactional revenues due to a decline in demand
primarily driven by economic conditions resulting from the COVID-19
pandemic.
Cost of Revenues
Cost of revenues of $626,104 in 2021, increased by $187,317, or
42.7%, from $438,787 in 2020. On a constant currency basis, cost of
revenues increased by $182,902, or 41.7%, for the year ended
December 31, 2021. The increase for the year ended December 31,
2021 was primarily due to an increase from acquisitions primarily
driven by nine additional months of CPA Global expenses, which was
acquired in October 2020, two additional months of DRG expenses,
which was acquired in February 2020, and one month of ProQuest
expenses, which was acquired in December 2021 The increase was also
attributed to increased share-based compensation expenses,
inclusive of expenses related to phantom equity awards under the
CPA Global Equity Plan, as well as increased product expenses,
which are attributed to the increase in revenues. The increase in
cost of revenues was partially offset by a reduction in cost of
revenues for the Techstreet divestiture in Q4 2020 and reduced
people costs primarily driven by the Company's cost-saving and
margin improvement programs. Cost of revenues as a percentage of
revenues, net decreased by 1.6% to 33.4% for the year ended
December 31, 2021 compared to 35.0% for the year ended December 31,
2020 primarily driven by the cost-saving and margin improvement
programs designed to generate substantial incremental cash flow
including the Operation Simplification and Optimization Program,
the DRG Acquisition Integration Program, CPA Global Acquisition
Integration and Optimization Program.
Cost of revenues of $438,787 in 2020, increased by $86,787, or
24.7%, from $352,000 in 2019. On a constant currency basis, cost of
revenues increased by $85,383, or 24.3%, primarily due to
additional costs related to CPA Global and DRG, which were acquired
in October and February 2020, offset by a decrease in costs
associated with the transition service agreement, employee related
costs and outside services including consulting fees, as well as
the Techstreet and MarkMonitor transactions in November and January
2020, respectively.
Selling, General and Administrative
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Selling, general and administrative expense of $642,989 in 2021,
increased by $98,289, or 18.0%, from $544,700 in 2020. On a
constant currency basis, selling, general and administrative
expense increased by $93,400, or 17.1%, for the year ended December
31, 2021. The increase for the year ended December 31, 2021 was
primarily due to an increase from acquisitions primarily driven by
nine additional months of CPA Global expenses, which was acquired
in October 2020, two additional months of DRG expenses, which was
acquired in February 2020, and one month of ProQuest expenses,
which was acquired in December 2021. The increase was also
attributed to an increase in share-based compensation expenses,
inclusive of expenses related to phantom equity awards under the
CPA Global Equity Plan. The increase was partially offset by the
Techstreet divestiture in Q4 2020, a gain associated with the mark
to market adjustment on contingent shares and reduced transaction
costs, which were driven by expenses related to the DRG Transaction
and CPA Global Transaction in 2020 that did not re-occur in 2021,
partially offset by increased costs in 2021 related to the ProQuest
transaction. Selling, general and administrative costs as a
percentage of revenues, net decreased by 9.1% to 34.3% for the year
ended December 31, 2021 compared to 43.4% for the year ended
December 31, 2020 primarily driven by the reductions highlighted
above, as well as cost-saving and margin improvement programs
designed to generate substantial incremental cash flow including
the Operation Simplification and Optimization Program, the DRG
Acquisition Integration Program, CPA Global Acquisition Integration
and Optimization Program, as well as the One Clarivate
restructuring plan, which streamlines operations within targeted
areas of the Company. The program is expected to result in a
reduction in operational costs, with the primary driver of the cost
saving being from a reduction in workforce.
Selling, general and administrative expense of $544,700 in 2020,
increased by $69,686, or 14.7%, from $475,014 in 2019. On a
constant currency basis, selling, general and administrative
expense increased by $67,837, or 14.3% primarily due to additional
costs related to CPA Global and DRG, which were acquired in October
and February 2020, increased transaction expenses associated with
the DRG acquisition, the CPA Global acquisition, the MarkMonitor
divestiture, the Techstreet divestiture and other finance merger
and acquisition related activities during 2020, offset by costs
incurred in association with our merger with Churchill Capital Corp
in 2019, and a decrease in costs associated with transition service
agreement, employee related costs, outside services including
consulting fees and marketing costs.
Depreciation
Depreciation expense of $13,996 in 2021, increased by $1,287, or
10.1%, from $12,709 in 2020. The increase for the year ended
December 31, 2021 was driven by the additional depreciation on
assets acquired through the DRG Transaction, CPA Global Transaction
and ProQuest Transaction. This increase was offset by run-off of
previously purchased capital assets.
Depreciation expense of $12,709 in 2020, increased by $3,528, or
38.4%, from $9,181 in 2019, driven by the additional depreciation
on assets acquired through the Darts Transaction, DRG Transaction,
and CPA Global Transaction. This increase was offset by run-off of
previously purchased capital assets.
Amortization
Amortization expense of $523,819 in 2021, increased by $233,378, or
80.4%, from $290,441 in 2020. The increase for the year ended
December 31, 2021 was driven by an increase in the amortization of
intangible assets acquired through the DRG Transaction, CPA Global
Transaction, ProQuest Transaction, IncoPat Transaction, BioInfogate
Transaction and Hanlim Transaction. This increase was offset by a
decrease in amortization related to the Techstreet divestiture in
Q4 2020.
Amortization expense of $290,441 in 2020, increased by $99,080, or
51.8%, from $191,361 in 2019, driven by an increase in the
amortization of intangible assets acquired through the Darts-ip
Transaction, DRG Transaction, and CPA Global Transaction. This
increase was offset by a decrease in amortization related to
intangible assets acquired in connection with our separation from
Thomson Reuters in 2016 that are now fully amortized and reduction
of amortization from the Techstreet Transaction and MarkMonitor
Transaction.
Impairment on Assets Held for Sale
The year ended December 31, 2019 includes an impairment on assets
held for sale of $18,431. On November 3, 2019, the Company entered
into an agreement with OpSec Security for the sale of certain
assets and liabilities of its MarkMonitor Product Line within its
IP Group. At December 31, 2019, an impairment charge of $18,431 was
recognized in the Statement of Operations during the fourth quarter
to reduce the Assets Held for Sale to their fair value. There were
no impairment on assets held for sale during the years ended
December 31, 2021 and 2020.
Restructuring and Impairment
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Restructuring and impairment charges of $129,459 in 2021, increased
by $73,321, or 130.6%, from $56,138 in 2020. The increase for the
year ended December 31, 2021 was primarily driven by cost-saving
and margin improvement programs designed to generate substantial
incremental cash flow including the CPA Global Acquisition
Integration and Optimization Program implemented in Q4 2020, as
well as the One Clarivate restructuring plan, which streamlines
operations within targeted areas of the Company implemented in Q2
2021. The increase was partially offset by the wind down of costs
associated with the Operation Simplification and Optimization
Program and the DRG Acquisition Integration Program.
Restructuring and impairment charges of $56,138 in 2020, increased
by $40,468, from $15,670 in 2019. The increase is related to
initiatives, following our merger with Churchill Capital Corp in
2019 and, acquisitions of DRG in February 2020 and CPA Global in
October 2020, to streamline our operations by simplifying our
organization and focusing on two segments.
Legal Settlement
The year ended December 31, 2019 includes a gain for a confidential
legal settlement of $39,399. There were no legal settlements during
the years ended December 31, 2021 and 2020.
Other Operating Income (Expense), Net
Other operating expense of $27,507 in 2021, decreased by $79,888,
or 152.5%, from other operating income of $52,381 in 2020. The
fluctuations were primarily driven by the consolidated impact of
the remeasurement of the assets and liabilities of our Company that
are denominated in currencies other than each relevant entity’s
functional currency.
Other operating income (expense), net of $52,381 in 2020, increased
by $47,555 from $4,826 in 2019. The increase is primarily driven by
the gain on the sale of certain assets and liabilities of the
Techstreet business, along with the consolidated impact of the
remeasurement of the assets and liabilities of our Company that are
denominated in currencies other than each relevant entity’s
functional currency.
Mark to Market Adjustment on Financial Instruments
The mark to market adjustment on financial instruments resulted in
a gain of $81,320 in 2021, a change of $286,382, or 139.7%,
compared to a loss of $205,062 in 2020. The fluctuations were
primarily driven by the Black-Scholes option valuation model and
change in the Company's share price for the year ended December 31,
2021 compared to the year ended December 31, 2020.
The mark to market adjustment on financial instruments resulted in
a loss of $205,062 in 2020, a change of $157,406, or 330.3%,
compared to a loss of $47,656 in 2019. The fluctuations were
primarily driven by the Black-Scholes option valuation model and
change in the Company's share price for the year ended December 31,
2020 compared to the year ended December 31, 2019.
Interest Expense and amortization of debt discount,
Net
Interest expense and amortization of debt discount, net of $252,490
in 2021, increased by $140,576, from $111,914 in 2020. The increase
was primarily attributed to the private placement offerings and
subsequent exchange offers of our New Senior Secured Notes due 2028
and Senior Notes due 2029, the $1,600,000 incremental term loan
borrowing in connection with the CPA Global Transaction in October
2020 and the additional $360,000 incremental term loan borrowing in
connection with the DRG Transaction in February 2020. The increase
was also attributable to the $50,000 bridge commitment and
structuring fees that were paid in connection with the closing of
the ProQuest Transaction on December 1, 2021.
Interest expense and amortization of debt discount, net of $111,914
in 2020, decreased by $45,775, or 29.0%, from $157,689 in 2019. The
change was due to lower interest payments resulting from lower
interest rates on the Company's borrowings as the result of the
refinancing transaction in October 2019. In addition, the decrease
is attributed to the write down of deferred financing charges and
original issuance discount on our prior term loan facility in
proportion to the principal paydown in 2019 that did not reoccur in
2020, which was partially offset by the additional $1,960,000
incremental term loan borrowings in connection with the CPA Global
and DRG acquisitions.
Provision (benefit) for Income Taxes
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Provision for income taxes of $12,298 on a pre-tax book loss of
$258,150 in 2021, increased by $14,996 from a benefit of $2,698 on
a pre-tax book loss of $353,323 in 2020. The effective tax rate
being (4.8)%
in 2021, compared to 0.8% in 2020. The overall increase in tax
expense is due to the recording valuation allowances against losses
in certain jurisdictions where it has been deemed the losses are
not recognizable. The current year effective tax rate may not be
indicative of our effective tax rates for future
periods.
Benefit (provision) for income taxes of $2,698 on a pre-tax book
loss of $(353,323) in 2020, increased by $12,899 from a provision
of $10,201 on a pre-tax book loss of $(248,432) in 2019. The
effective tax rate being 0.8% in 2020 compared to (4.1)% in 2019.
The overall decrease in tax expense is due to the increased benefit
of share-based compensation, offset by recording valuation
allowances against losses in certain jurisdictions where it has
been deemed the losses are not recognizable and an increase in the
Base Erosion Anti-Abuse Tax ("BEAT"). The current year effective
tax rate may not be indicative of our effective tax rates for
future periods.
Dividends on Preferred Shares
Dividends on preferred shares of $41,508 for the year ended
December 31, 2021 increased 100% compared to the year ended
December 31, 2020. In July 2021, The Company's Board of Directors
declared a quarterly dividend of approximately $1.12 per share on
its 5.25% Series A Mandatory Convertible Preferred Shares, payable
in ordinary shares on September 1, 2021 to shareholders of record
at the close of business on August 15, 2021. As permitted by the
Statement of Rights governing its 5.25% Series A Mandatory
Convertible Preferred Shares, such dividend was paid by delivery of
ordinary shares (other than $1 paid in cash in lieu of any
fractional ordinary share). The number of ordinary shares
deliverable in respect of such dividend was 664,730, which was
determined based on the average volume-weighted average price per
ordinary shares over the five consecutive trading day period ending
on, and including, the trading day prior to September 1, 2021,
which had a value of $16,141. In October 2021, the Company's Board
of Directors declared a quarterly dividend of approximately $1.3125
per share on its 5.25% Series A Mandatory Convertible Preferred
Shares, payable in cash on December 1, 2021 to shareholders of
record at the close of business on November 15, 2021. In February
2022, the Company's Board of Directors declared a quarterly
dividend of $1.3125 per share on its 5.25% Series A Mandatory
Convertible Preferred Shares, payable in cash on March 1, 2022 to
shareholders of record at the close of business on February 15,
2022. As of December 31, 2021, we recognized an additional $6,499
of accrued preferred share dividends. While the dividends on the
MCPS are cumulative, they will not be paid until declared by the
Company’s Board of Directors. If no dividends are declared and
paid, they will continue to accumulate as the agreement contains a
backstop to it being paid even if never declared by the
board.
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Certain Non-GAAP Measures
We include non-GAAP measures in this annual report, including
Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA margin and Free
Cash Flow because they are a basis upon which our management
assesses our performance and we believe they reflect the underlying
trends and indicators of our business by allowing management to
focus on the most meaningful indicators of our continuous
operational performance.
Although we believe these measures are useful for investors for the
same reasons, we recommend users of the financial statements to
note these measures are not a substitute for GAAP financial
measures or disclosures. We provide reconciliations of these
non-GAAP measures to the corresponding most closely related GAAP
measure.
Adjusted Revenues
We present Adjusted Revenues, which excludes the impact of the
deferred revenues purchase accounting adjustments relating to
acquisitions prior to 2021 (see Note 3 - Summary of Significant
Accounting Policies for further detail) as a result of businesses
that we have acquired. We present this measure because we believe
it is useful to readers to better understand the underlying trends
in our operations. Due to the adoption of ASU 2021-08, this
performance indicator will not be used going forward. Our
presentation of Adjusted Revenues is for informational purposes
only and is not necessarily indicative of our future
results.
The following table presents our calculation of Adjusted Revenues
for the years ended December 31, 2021, 2020 and 2019, and a
reconciliation of this measure to our Revenues, net for the same
periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
Change 2021 vs. 2020
|
|
Change 2020 vs. 2019
|
(in thousands, except percentages) |
2021 |
|
2020 |
|
2019 |
|
% |
|
% |
Revenues, net |
$ |
1,876,894 |
|
|
$ |
1,254,047 |
|
|
$ |
974,345 |
|
|
49.7 |
% |
|
28.7 |
% |
Deferred revenues adjustment(1)
|
3,951 |
|
|
23,101 |
|
|
438 |
|
|
(82.9) |
% |
|
5174.2 |
% |
Adjusted revenues, net |
$ |
1,880,845 |
|
|
$ |
1,277,148 |
|
|
$ |
974,783 |
|
|
47.3 |
% |
|
31.0 |
% |
(1)
Reflects the deferred revenues adjustment made as a result of
purchase accounting prior to the adoption of FASB ASU No.
2021-08,
"Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers".
In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08
which allows an acquirer to account for the related revenue
contracts in accordance with Topic 606 as if it had originated the
contracts. This guidance was applied retrospectively to all
business combinations for which the acquisition date occurs during
or subsequent to the fiscal year 2021.
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA is presented because it is a basis upon which our
management assesses our performance, and we believe it is useful
for investors to understand the underlying trends of our
operations. See Certain Non-GAAP Measures - Adjusted EBITDA and
Adjusted EBITDA margin for important information on the limitations
of Adjusted EBITDA and its reconciliation to our Net loss under
GAAP. Adjusted EBITDA represents net loss 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),
share-based compensation, mandatory convertible preferred share
dividend expense, unrealized foreign currency gains/(losses), costs
associated with the transition services agreement with Thomson
Reuters, which we entered into in connection with our separation
from Thomson Reuters in 2016, separation and integration costs,
transformational and restructuring expenses, acquisition-related
adjustments to deferred revenues, costs related to our merger with
Churchill Capital Corp in 2019, non-operating income or expense,
the impact of certain non-cash, mark to market adjustments on
financial instruments 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. Per Clarivate’s Non-GAAP
policy effective January 1, 2021, we have ceased use of adjustments
for costs in connection with our separation from Thomson Reuters
including costs related to the transition services agreement and
separation, integration, and transformational expenses, as well as
costs related to our merger with Churchill Capital Corp in 2019.
Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by
Adjusted Revenues.
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(In thousands, except share and per share data, option prices,
ratios or as noted)
Our presentation of Adjusted EBITDA and Adjusted EBITDA margin
should not be construed as an inference that our future results
will be unaffected by any of the adjusted items, or that our
projections and estimates will be realized in their entirety or at
all. In addition, because of these limitations, Adjusted EBITDA
should not be considered as a measure of liquidity or discretionary
cash available to us to fund our cash needs, including investing in
the growth of our business and meeting our
obligations.
The following table presents our calculation of Adjusted EBITDA for
the years ended December 31, 2021, 2020 and 2019, and reconciles
these measures to our Net loss for the same periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
(in thousands, except percentages) |
|
|
|
|
2021 |
|
2020 |
|
2019 |
Net loss attributable to ordinary shares |
|
|
|
|
$ |
(311,956) |
|
$ |
(350,625) |
|
$ |
(258,633) |
Dividends on preferred shares |
|
|
|
|
41,508 |
|
— |
|
— |
Net loss |
|
|
|
|
(270,448) |
|
(350,625) |
|
(258,633) |
Provision (benefit) for income taxes |
|
|
|
|
12,298 |
|
(2,698) |
|
10,201 |
Depreciation and amortization |
|
|
|
|
537,815 |
|
303,150 |
|
200,542 |
Interest expense and amortization of debt discount, net |
|
|
|
|
252,490 |
|
111,914 |
|
157,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenues adjustment
(1)
|
|
|
|
|
3,951 |
|
23,101 |
|
438 |
Transaction related costs
(2)
|
|
|
|
|
46,216 |
|
99,286 |
|
46,214 |
Share-based compensation expense |
|
|
|
|
139,571 |
|
70,472 |
|
51,383 |
Gain on sale of Techstreet |
|
|
|
|
— |
|
(28,140) |
|
— |
Restructuring and impairment
(3)
|
|
|
|
|
129,459 |
|
56,138 |
|
15,670 |
Legal settlement |
|
|
|
|
— |
|
— |
|
(39,399) |
Impairment on assets held for sale |
|
|
|
|
— |
|
— |
|
18,431 |
Mark to market adjustment on financial instruments
(4)
|
|
|
|
|
(81,320) |
|
205,062 |
|
47,656 |
Other
(5)
|
|
|
|
|
30,372 |
|
(1,060) |
|
43,874 |
Adjusted EBITDA |
|
|
|
|
$ |
800,404 |
|
$ |
486,600 |
|
$ |
294,066 |
Adjusted EBITDA margin |
|
|
|
|
42.6% |
|
|