Clarivate PLC 8-K/A, filed Feb 3, 2022
Clarivate PLC (CLVT)
8-K/A
2022-02-03
For: 2021-12-01
View Original
Added on
April 11, 2026
About this 8-K/A
Clarivate PLC filed this 8-K/A on February 3, 2022, reporting on events of December 1, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
February 3, 2022 (December 1, 2021 )
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | |||||||||||
(Commission File Number) | |||||||||||
| N/A | |||||||||||
(I.R.S. Employer Identification No.) | |||||||||||
160 Blackfriars Road | |||||||||||
(Address of Principal Executive Offices) | |||||||||||
(44 ) 207-433-4000
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.01 Completion of Acquisition or Disposition of Assets
This Amendment No. 1 to Current Report on Form 8-K (this "Amendment") is being filed by Clarivate Plc (the "Company") for the purpose of amending Item 9.01 of that certain Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission ("SEC") on December 1, 2021 (the "Original Form 8-K") in connection with the completion of the Company's acquisition of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions. The ProQuest acquisition was first announced on May 17, 2021 and was completed on December 1, 2021. As indicated in the Original Form 8-K, this Amendment is being filed to provide the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were not previously filed with the Original Form 8-K as permitted by the rules of the SEC.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of ProQuest LLC and Subsidiaries as of and for the year ended December 31, 2020 are included as Exhibit 99.1 to this Current Report on Form 8-K/A. The unaudited combined financial statements of ProQuest LLC and its subsidiaries as of and for the interim period ended September 30, 2021 are included as Exhibit 99.2 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 and the nine months ended September 30, 2021, are included as Exhibit 99.3 to this Current Report on Form 8-K/A.
(c) Exhibits
| No. | Document Description | ||||
| 23.1 | |||||
| 99.1 | |||||
| 99.2 | |||||
| 99.3 | |||||
| 104 | The cover page from the Company's Current Report on Form 8-K/A dated February 3, 2022, formatted in Inline XBRL | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CLARIVATE PLC | ||||||||
| Date: February 3, 2022 | By: | /s/ Jonathan Collins | ||||||
| Name: | Jonathan Collins | |||||||
| Title: | Executive Vice President & Chief Financial Officer | |||||||
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in Registration Statement Nos. 333-257608, 333-256956, and 333-239328 on Form S-3 and Registration Statement No. 333-231405 on Form S-8 of Clarivate Plc of our report dated April 26, 2021, relating to the financial statements of ProQuest LLC incorporated by reference in this Current Report on Form 8-K/A dated February 3, 2022.
/s/ Deloitte & Touche LLP
Detroit, MI
February 3, 2022
Exhibit 99.2
PROQUEST LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| (In millions) | September 30, 2021 (unaudited) | December 31, 2020 | |||||||||
Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 53.6 | $ | 86.0 | |||||||
| Restricted cash | 2.1 | 2.5 | |||||||||
Accounts receivable (net of allowances $6.2 and $7.7, respectively) | 144.7 | 138.1 | |||||||||
| Deferred royalties | 19.6 | 19.5 | |||||||||
| Other current assets | 40.3 | 34.6 | |||||||||
| Total current assets | 260.3 | 280.7 | |||||||||
| Property and equipment, net | 52.2 | 51.6 | |||||||||
| Content and software development, net | 112.4 | 109.4 | |||||||||
| Other intangible assets, net | 253.3 | 284.9 | |||||||||
| Goodwill | 629.1 | 629.1 | |||||||||
| Other long-term assets | 13.4 | 15.3 | |||||||||
| Total assets | $ | 1,320.7 | $ | 1,371.0 | |||||||
| Liabilities and Member's Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 34.5 | $ | 36.1 | |||||||
| Accrued wages and benefits | 43.9 | 46.0 | |||||||||
| Accrued royalty cost | 63.8 | 65.9 | |||||||||
| Deferred revenue | 363.0 | 334.0 | |||||||||
| Other current liabilities | 46.0 | 33.2 | |||||||||
| Total current liabilities | 551.2 | 515.2 | |||||||||
| Long-term deferred revenue | 7.9 | 5.7 | |||||||||
| Long-term debt | 903.0 | 1,016.8 | |||||||||
| Long-term capital lease | 26.3 | 22.3 | |||||||||
| Long-term deferred income taxes | 16.9 | 17.2 | |||||||||
| Other long-term liabilities | 17.3 | 48.3 | |||||||||
| Total liabilities | $ | 1,522.6 | $ | 1,625.5 | |||||||
| Commitments and Contingencies (Note 15) | |||||||||||
| Member’s equity | |||||||||||
Member’s equity | (191.0) | (243.9) | |||||||||
| Accumulated other comprehensive loss | (10.9) | (10.6) | |||||||||
| Total member’s equity | $ | (201.9) | $ | (254.5) | |||||||
| Total liabilities and member’s equity | $ | 1,320.7 | $ | 1,371.0 | |||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
1
PROQUEST LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
| (In millions; unaudited) | Nine months ended September 30, 2021 | Nine months ended September 30, 2020 | |||||||||
| Revenues: | |||||||||||
| Subscription and maintenance | $ | 503.8 | $ | 482.4 | |||||||
| Content licenses and other products | 172.6 | 153.7 | |||||||||
| Total revenues | 676.4 | 636.1 | |||||||||
| Cost and expenses: | |||||||||||
| Cost of subscription and maintenance (exclusive of depreciation and amortization shown below) | 137.7 | 142.2 | |||||||||
| Cost of content licenses and other products (exclusive of depreciation and amortization shown below) | 112.6 | 100.3 | |||||||||
| Selling, general and administrative | 195.9 | 179.3 | |||||||||
| Depreciation and amortization | 74.7 | 98.4 | |||||||||
| Research and development | 54.5 | 53.8 | |||||||||
| Management fee - related party | 5.5 | 5.2 | |||||||||
| Total costs and expenses | 580.9 | 579.2 | |||||||||
| Income from operations | 95.5 | 56.9 | |||||||||
| Interest expense, net | (36.0) | (36.2) | |||||||||
| Gain on contingent considerations | — | 1.2 | |||||||||
| Unrealized gains (losses) on derivative instruments | 18.9 | (32.1) | |||||||||
| Foreign currency transaction losses | (0.2) | (1.6) | |||||||||
| Extraordinary loss | — | (0.1) | |||||||||
| Non-operating expense, net | (17.3) | (68.8) | |||||||||
| Income (loss) before income taxes | 78.2 | (11.9) | |||||||||
| Provision for federal, state and foreign taxes | (8.4) | (0.3) | |||||||||
| Net income (loss) | $ | 69.8 | $ | (12.2) | |||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
2
PROQUEST LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In millions; unaudited) | Nine months ended September 30, 2021 | Nine months ended September 30, 2020 | |||||||||
Net Income (Loss) | $ | 69.8 | $ | (12.2) | |||||||
Other comprehensive income: | |||||||||||
| Currency translation adjustment | (0.3) | 1.4 | |||||||||
| Tax effect | — | — | |||||||||
| Total other comprehensive (loss) income | (0.3) | 1.4 | |||||||||
| Comprehensive income (loss) | $ | 69.5 | $ | (10.8) | |||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
3
PROQUEST LLC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
| (In millions; unaudited) | Nine months ended September 30, 2021 | Nine months ended September 30, 2020 | |||||||||
Cash flows provided by operating activities: | |||||||||||
| Net income (loss) | $ | 69.8 | $ | (12.2) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 74.7 | 98.4 | |||||||||
| Amortization of debt issuance costs | 2.0 | 1.5 | |||||||||
| Deferred compensation | 3.6 | 3.3 | |||||||||
| Unrealized (gains) losses on derivative instruments | (18.9) | 32.1 | |||||||||
| Gain on contingent consideration | — | (1.2) | |||||||||
| Changes in deferred taxes | 0.3 | (5.9) | |||||||||
| Changes in deferred rent | 1.2 | (0.4) | |||||||||
| Imputed interest | — | 0.1 | |||||||||
| Decrease in accounts receivable allowances | — | 4.6 | |||||||||
| Changes in assets and liabilities, net of effects of acquisitions made: | |||||||||||
| Increase in accounts receivable | (6.8) | (42.3) | |||||||||
| Increase in other assets | (0.3) | (0.8) | |||||||||
| Decrease in deferred royalties | 0.8 | 1.4 | |||||||||
| Decrease in accounts payable and accrued expenses | (7.1) | (10.8) | |||||||||
| Decrease in accrued royalties | (3.1) | (0.6) | |||||||||
| Increase in deferred revenue | 31.2 | 62.4 | |||||||||
| Net cash provided by operating activities | 147.4 | 129.6 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Property and equipment purchases | (7.5) | (5.5) | |||||||||
| Product development costs | (35.6) | (31.0) | |||||||||
| Acquisition of business, net of cash acquired | — | (222.6) | |||||||||
| Investment in equity-method investee | — | (1.5) | |||||||||
| Net cash used in investing activities | (43.1) | (260.6) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments on contingent consideration | (0.4) | — | |||||||||
| Payments on capital lease | (0.4) | (0.5) | |||||||||
| Proceeds from revolver | 1.5 | 171.4 | |||||||||
| Payments on revolver | (1.5) | (171.4) | |||||||||
| Proceeds from long-term debt | — | 210.0 | |||||||||
| Repayments of long-term debt | (115.0) | (53.9) | |||||||||
| Debt issuance costs | (0.8) | (3.8) | |||||||||
| Changes in due to affiliates, net | — | (0.2) | |||||||||
| Capital distributions, net | (20.7) | (5.9) | |||||||||
| Net cash (used in) provided by financing activities | (137.3) | 145.7 | |||||||||
| Effects of exchange rate changes on cash | 0.2 | 0.7 | |||||||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | (32.8) | 15.4 | |||||||||
| Cash, cash equivalents, and restricted cash: | |||||||||||
| Beginning | 88.5 | 40.5 | |||||||||
| Ending | $ | 55.7 | $ | 55.9 | |||||||
4
PROQUEST LLC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
| (In millions; unaudited) | Nine months ended September 30, 2021 | Nine months ended September 30, 2020 | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
Interest paid | $ | 34.1 | $ | 34.8 | |||||||
| Income taxes paid | 4.7 | 6.1 | |||||||||
| Supplemental schedule of non-cash investing and financing activities: | |||||||||||
| Accrued member’s distribution | — | 0.2 | |||||||||
| Accrued capital expenditures | 0.4 | — | |||||||||
| Capital lease modification | 4.0 | — | |||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||||
| Cash and cash equivalents | 53.6 | 53.4 | |||||||||
| Restricted cash | 2.1 | 2.5 | |||||||||
| Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ | 55.7 | $ | 55.9 | |||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
5
PROQUEST LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY
| Accumulated Other Comprehensive Loss | |||||||||||||||||
| (In millions; unaudited) | Member’s Equity | Currency Translation Adjustment | Total Member’s Equity | ||||||||||||||
| Balance at December 31, 2020 | $ | (243.9) | $ | (10.6) | $ | (254.5) | |||||||||||
| Net income | 69.8 | — | 69.8 | ||||||||||||||
| Deferred compensation | 3.6 | — | 3.6 | ||||||||||||||
| Capital distributions, net | (20.5) | — | (20.5) | ||||||||||||||
| Other comprehensive loss | — | (0.3) | (0.3) | ||||||||||||||
| Balance at September 30, 2021 | $ | (191.0) | $ | (10.9) | $ | (201.9) | |||||||||||
| Balance at December 31, 2019 | $ | (83.6) | $ | (12.7) | $ | (96.3) | |||||||||||
| Net loss | (12.2) | — | (12.2) | ||||||||||||||
| Deferred compensation | 3.3 | — | 3.3 | ||||||||||||||
| Capital distributions, net | (5.9) | — | (5.9) | ||||||||||||||
| Other comprehensive income | — | 1.4 | 1.4 | ||||||||||||||
| Balance at September 30, 2020 | $ | (98.4) | $ | (11.3) | $ | (109.7) | |||||||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
6
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 1. ORGANIZATION AND BASIS OF REPORTING
The accompanying unaudited consolidated financial statements include the accounts of ProQuest LLC (“ProQuest”) and its subsidiaries (together with ProQuest, the “Company”). All significant intercompany transactions and balances have been eliminated from the consolidated financial statements.
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) regarding interim financial reporting. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the financial position, results of operations and cash flows of the Company at the dates and for the periods indicated.
On May 17, 2021, Clarivate PLC (“Clarivate”) announced a definitive agreement to acquire ProQuest, which is subject to customary closing conditions. On July 28, 2021, Clarivate and ProQuest received a second request for documents and other information from the Federal Trade Commission, which is reviewing the acquisition pursuant to authority under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On July 28, 2021, Clarivate and ProQuest entered into an amendment to the Transaction Agreement extending the outside date for completion of the acquisition from November 8, 2021 to December 31, 2021. Although the Company hopes to close the transaction in the fourth quarter of 2021, ProQuest and Clarivate each have the option to extend the new outside date to April 29, 2022.
7
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 2. ACCOUNTING POLICIES
Interim reporting
The consolidated interim financial information conforms with the appropriate form and content of interim financial statements outlined in accounting principles generally accepted in the United States of America, and has been prepared by the Company in accordance with the accounting policies described in its annual consolidated financial statements, and should be read in conjunction with the annual audited financial statements and notes thereto for the year ended December 31, 2020. The financial statements included herein reflect all adjustments (consisting of normal recurring adjustments), which are in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2021.
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with GAAP and include all the accounts of the Company and its subsidiaries. All amounts are in millions, except per share amounts, and are approximate due to rounding.
Estimates and assumptions
The Company’s consolidated financial statements are prepared in accordance with GAAP. These accounting principles require the Company to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions that the Company makes are reasonable based upon information available to it at the time that these estimates, judgments and assumptions were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. These estimates include, among other items, royalty expense and other variable considerations, sales return and refund reserves, allocation of acquisition purchase price to assets acquired and liabilities assumed, goodwill and indefinite-lived intangible assets, intangible assets with definite lives and other long-lived assets, interest calculations, tax liabilities and uncertain tax positions. To the extent there are material differences between these estimates, judgments or assumptions and actual results, the consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.
Revenue recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount which reflects the consideration the Company expects to receive in exchange for those products or services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from operations, which are subsequently remitted to the appropriate government entity. Returns and credits are estimated at contract inception and updated at the end of each reporting period if additional information becomes available.
The Company enters into arrangements that can include various combinations of software and services. In arrangements where the Company has multiple performance obligations, each performance obligation that is capable of being distinct and is distinct within the context of a contract is accounted for as a separate performance obligation. The transaction price is allocated among the performance obligations based on their relative selling prices at the inception of the arrangement. The stand-alone selling prices are determined based on the prices at which the Company charges other customers for similar products in similar circumstances. Revenue arrangements with multiple performance obligations are divided into separate units and revenue is allocated to the respective elements.
The timing of revenue recognition may differ from the timing of payments from customers. The Company records a receivable for advance billings when it has the unconditional right to bill and collect with an offsetting entry to deferred revenue, and upon shipping when control transfers to the customer prior to payment. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days of invoicing. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company determined those contracts do not include a significant financing component.
8
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Non-refundable upfront fees charged to the customers do not result in a transfer of goods and/or services and are considered an advance payment for future goods and/or services. These payments are recognized as revenue when those future goods and/or services are transferred.
Services
The Company accounts for SaaS subscription arrangements as a series of distinct service periods because each distinct service period is substantially the same, meets the criteria for over-time recognition, and the same method would be used to measure progress over each distinct service period. As such, the Company accounts for revenue from subscription services as a single performance obligation and recognize the associated revenue from SaaS subscription agreements, a portion of which are for multiple year terms, over time as the performance obligation is satisfied. The Company’s SaaS offerings may include implementation services. Implementation services, which are capable of being distinct and are distinct in the context of the contract, typically occur before the start of the subscription arrangement. The Company can reasonably estimate implementation services performed and recognizes allocated revenue on a proportional performance basis as the implementation service is provided. Revenue attributable to any ongoing professional services provided subsequent to customer acceptance, are recorded as service revenue when the service is provided.
The Company accounts for Maintenance arrangements, for its On-premise solutions, which includes customer support and do not include implementation services and training, as a series of distinct service periods because each distinct service period is substantially the same, meets the criteria for over time recognition, and the same method would be used to measure progress over each distinct service period. As such, the Company accounts for revenue from its maintenance services as a single performance obligation and recognizes the associated revenue from maintenance agreements, over time as the performance obligation is satisfied.
Content
Revenues from subscription agreements to access content are recognized as the performance obligation is satisfied over time. Transfer of control occurs over time for subscription services as the customer receives the benefit over the contract term. For content licenses where the product is controlled by the customer and hard copies of books and other materials, revenue is recognized when the customer has the contracted right to use the product and control has transferred to the customer, generally upon shipment or delivery.
Deferred revenues and Capitalized commissions
Contract assets primarily consist of capitalized commissions while contract liabilities primarily consist of deferred revenue. Deferred revenue is mostly for annual contracts related to amounts paid upfront for maintenance, subscription and SaaS services, and is recognized over time as the Company fulfills its obligation to the respective customer. Some contracts are for longer term and result in long term deferred revenue.
The following disaggregates sales and other operating revenue by major source for the nine months ended September 30, 2021 and September 30, 2020:
| September 30, 2021 | September 30, 2020 | ||||||||||
Subscription and maintenance: | |||||||||||
| Subscription and maintenance | $ | 488.8 | $ | 464.0 | |||||||
| Implementation services | 15.0 | 18.4 | |||||||||
| Total subscription and maintenance | 503.8 | 482.4 | |||||||||
| Content licenses and other products: | |||||||||||
| Perpetual archive licenses | 138.8 | 112.1 | |||||||||
| Books and other | 33.8 | 41.6 | |||||||||
| Total content licenses and other products | 172.6 | 153.7 | |||||||||
| Total revenues | $ | 676.4 | $ | 636.1 | |||||||
Changes in deferred revenue were as follows for the nine months ended September 30, 2021 and twelve months ended December 31, 2020:
9
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
| September 30, 2021 | December 31, 2020 | ||||||||||
Balance, at the beginning of the period | $ | 339.7 | $ | 271.4 | |||||||
| Additions from acquisitions | — | 38.4 | |||||||||
| Deferral of revenue | 535.8 | 684.3 | |||||||||
| Recognition of deferred revenue | (504.6) | (654.4) | |||||||||
| Balance, at the end of period | $ | 370.9 | $ | 339.7 | |||||||
Long-term deferred revenue as of September 30, 2021 and December 31, 2020 is $7.9 and $5.7, respectively. Of the long-term deferred revenue as of September 30, 2021, $2.8 will be recognized in 2022 and the remaining $5.1 will be recognized in periods 2023 and beyond.
Capitalized commissions are included in other current assets. Changes in capitalized commissions for the nine months ended September 30, 2021 and twelve months ended December 31, 2020 were as follows:
| September 31, 2021 | December 31, 2020 | ||||||||||
Balance, at the beginning of the period | $ | 8.1 | $ | 7.3 | |||||||
Additions from acquisitions | — | 0.6 | |||||||||
| Costs associated with new projects | 6.0 | 5.0 | |||||||||
| Costs amortized during the period | (7.0) | (4.8) | |||||||||
| Balance, at the end of period | $ | 7.1 | $ | 8.1 | |||||||
For the nine months ended September 30, 2021 and September 30, 2020, the Company incurred $14.8 and $11.2, respectively of commission expense within selling, general and administrative expense on the consolidated statement of operations.
Property and equipment, net
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is recorded on a straight-line basis over the estimated useful lives of the assets, which are as follows:
Machinery and equipment | 3 to 8 years | ||||
Furniture and fixtures | 5 to 8 years | ||||
| Computer software | 3 to 5 years | ||||
Leased assets under capital leases are recorded at the present value of future minimum lease payments. Amortization of capital leases are computed by the straight-line method over the lease term. Amortization of capital leases is $1.1 and $1.3 for the nine months ended September 30, 2021 and September 30, 2020, respectively. Leasehold improvements are amortized over their respective lives or the terms of the applicable lease, whichever is shorter.
Other intangible assets, net
Intangible assets subject to amortization, which include subscription lists, trademarks, publisher relations, databases, and archive tapes, are recorded at cost and are expensed as amortization over the estimated lives of the assets, which range between 3 and 17 years on a straight-line basis. See Note 6.
Impairment of long-lived assets
The Company evaluates long-lived assets, such as property and equipment, purchased intangibles, capitalized content and software subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. There was no impairment loss recognized in the periods presented.
Goodwill
10
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Goodwill represents the excess, at the date of acquisition, of the purchase price of the business acquired over the fair value of the net tangible and intangible assets acquired. The Company evaluates goodwill for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 350, which requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. The Company has four reporting units. When a quantitative test is performed, the Company estimates the fair value of the respective reporting units using a combination of the discounted cash flow method and the guideline public company method. Significant assumptions included in the model include changes in revenue growth rates, future gross margins, future EBITDA margins, the weighted average cost of capital ("WACC") and terminal growth rates. For the guideline public company method, the Company utilizes recent market multiples of guideline companies for both revenue and pre-tax net income weighted as appropriate by reporting unit. Each of these assumptions requires the Company to use its knowledge of the industry, recent transactions and reasonable performance expectations for its operation. If the Company’s reporting unit’s carrying amount exceeds its fair value an impairment charge will be recorded based on that difference. The impairment charge will be limited to the amount of goodwill currently recognized in the Company's reporting unit.
Prior to 2020, in accordance with Accounting Standards Update (“ASU”) 2014-02, the Company had elected to amortize goodwill on a straight-line basis over ten years. The Company had also made an accounting policy election to test goodwill for impairment at the entity level. During 2020, in order to be prepared for multiple potential exit strategies by its investors, the Company elected to make an accounting policy change to not elect the private company alternative and therefore, have ceased amortization of goodwill. In accordance with ASC 250, the Company has retrospectively applied this change in accounting policy to all periods presented. Additionally, as a result of this change goodwill was tested for impairment at the reporting unit level for each annual period.
The impact of the adoption of ASC Topic 350 on the consolidated statement of operations for the nine months ended September 31, 2020, is as follows:
Nine months ended September 30, 2021 | As previously Reported | Effect of Change in Accounting Principle | As Reported | |||||||||||||||||
Depreciation and amortization | $ | 145.9 | $ | (47.5) | $ | 98.4 | ||||||||||||||
| Net loss | (59.7) | 47.5 | (12.2) | |||||||||||||||||
Debt issuance costs
The Company capitalized original issue discount and financing costs incurred related to the long-term debt financing described in Note 9. The Company is amortizing such costs as additional interest expense over the term of the respective debt. Amortization of financing costs is $2.0 and $1.5 for the nine months ended September 30, 2021 and September 30, 2020, respectively.
Foreign currency translation
The Company conducts operations worldwide. The Company’s reporting currency is the U.S. dollar. Transaction-based adjustments denominated in foreign currencies were included in operations. The Company also translates foreign denominated assets and liabilities from the functional currency into the reporting currency using exchange rates in effect at the end of each period. Foreign currency transaction losses are included in the Company’s results of operations for each respective period and are $0.2 and $1.6 for the nine months ended September 30, 2021 and September 30, 2020, respectively. Financial statement translation adjustments arising from differences in exchange rates from period to period are included in the determination of other comprehensive income (loss), which is reflected as a component of member’s equity.
Income taxes
The Company is comprised of a partnership, single member limited liability companies that are disregarded for tax purposes, and several domestic and foreign corporations. The primary operating entity in the partnership structure is ProQuest LLC, and the primary operating entities in the corporate structure are Ex Libris (USA), Inc. and Innovative Interfaces Inc.
For the partnership and disregarded entities, taxable income and the resulting liabilities are allocated among the owners of the entities and reported on the tax filings of these owners. The Company’s members are liable for federal and state income taxes on their respective share of the Company’s taxable income. Through its U.S. corporate subsidiaries, the Company is subject to federal and state income taxes. Through foreign subsidiaries of both ProQuest LLC and its corporate subsidiaries, the Company is also subject to foreign income taxes in various jurisdictions.
11
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
As of September 30, 2021, the Company owned several “C” corporations for which it files federal and state income tax returns on an annual basis. The Company’s total tax provision reflects the impact of its corporate subsidiaries to the extent that these subsidiaries have taxable income or losses. The Company’s foreign subsidiaries are subject to income taxes in their country of incorporation and/or operations. Income taxes have been provided for at prevailing enacted tax rates for each jurisdiction.
Deferred income tax assets and liabilities for the Company’s “C” corporations and foreign subsidiaries are determined based on temporary differences between financial reporting bases and tax reporting bases of assets and liabilities. Deferred tax assets are also recognized for certain tax attributes, including net operating loss carryforwards, credit carryforwards, and interest carryforwards. These deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when such amounts are expected to be reversed or utilized. All deferred tax assets are subject to valuation allowance considerations to ensure recognition only of amounts that are more likely than not to be ultimately realized.
The Company accounts for uncertainty in income taxes for its “C” corporations and foreign subsidiaries utilizing the guidance in Financial Accounting Standards Board (“FASB”) ASC Topic 740 - Income Taxes. Under these standards, income tax benefits should be recognized when, based on the technical merits of a tax position, the Company believes that if a dispute arose with the taxing authority and were taken to a court of last resort, it is more likely than not (i.e., a probability of greater than fifty percent) that the tax position would be sustained as filed. If a position is determined to be more likely than not of being sustained, the reporting enterprise should recognize the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest and penalties, if any, in its provision for income taxes.
On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), was signed into law. The CARES Act contains several provisions that may favorably impact the Company, including an allowance for the deferral of the employer portion of social security tax, an allowance for the deferral of certain income tax payments, a new employee retention tax credit, an increase in the limitation on the annual amount of the interest expense that can be deducted for tax years 2019 and 2020, and a technical correction to the earlier Tax Cuts and Jobs Act of 2017 to allow for a 100% bonus depreciation deduction for qualified leasehold improvements. The increase in the limitation on the amount of interest expense that can be currently deducted resulted in the realization of a deferred tax benefit of $2.6 for the tax year ended December 31, 2020. The Company deferred the payment of the employer portion of payroll taxes for the period April 1, 2020 through December 31, 2020 of approximately $4.9. The Company repaid this deferred balance in 2021.
Financial instruments
The Company’s financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt obligations, and derivative instruments, principally interest rate swaps, foreign currency hedges and foreign currency swaps. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and current maturities of long-term debt approximate fair value because of their short-term maturity and interest rates which approximate current rates. The carrying amount of long-term debt approximates fair value because the floating interest rates are based on current rates offered to the Company for debt with similar terms and maturities. The fair value of interest rate swaps (used for purposes other than trading) is the estimated amount to terminate the swap agreements at the reporting date, taking into account current interest rates and the creditworthiness of the swap counterparty.
Derivatives
The Company is exposed to certain risks, primarily interest rate and foreign currency exchange rate risk, related to its ongoing business operations. Interest rate swaps and caps are entered into to manage interest rate risk associated with the Company’s floating rate borrowings. Foreign currency hedges are entered into to manage foreign currency exchange rate volatility associated with the Company’s payables and receivables denominated in various currencies. The guidance related to accounting for derivatives requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the consolidated statement of financial position and the related unrealized gains and losses in the statement of operations as the Company has not designated any financial instrument for hedge accounting.
Derivative financial instruments are recorded by type in other current assets, and other current liabilities in the consolidated statement of financial position and are measured at fair value. Changes in fair value are recognized in earnings unless the derivative is designated and qualifies to be in a hedge accounting relationship. Currently, the Company has not designated any financial instrument for hedge accounting.
Fair value of financial instruments
12
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and the fair value measurement guidance in GAAP sets forth a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability.
The three levels of the fair value hierarchy under Fair Value Measurement ASC Topic 820 are described below:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The types of investments in Level 1 include securities traded on a national securities exchange or reported on the Nasdaq national market. These securities are stated at the last reported sales price on the day of valuation.
Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, and fair value that is determined using models or other valuation methodologies. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. The Company’s Level 2 investments are interest rate swap contracts, foreign currency forward contracts and cross currency swap contracts (see Note 10). The fair value for Level 2 instruments is derived using the market approach based on observable market inputs including quoted prices of similar instruments and foreign exchange and interest rate forward curves.
Level 3: Inputs that are unobservable for the asset or liability and that include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. Level 3 liabilities relate to business and asset acquisitions made in 2019. The fair value of the liabilities for the contingent consideration recognized upon each acquisition as part of the purchase accounting opening balance sheet is estimated by discounting to present value the probability-weighted contingent payments expected to be made. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3.
The financial assets and financial liabilities measured at fair value on a recurring basis are the following:
| September 30, 2021 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair Value | ||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||
Derivative financial instruments | $ | — | $ | 6.9 | $ | — | $ | 6.9 | |||||||||||||||
Total assets | — | 6.9 | — | 6.9 | |||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||
| Derivative financial instruments | — | 23.7 | — | 23.7 | |||||||||||||||||||
| Contingent consideration | — | — | 0.5 | 0.5 | |||||||||||||||||||
Total liabilities | $ | — | $ | 23.7 | $ | 0.5 | $ | 24.2 | |||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair Value | ||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||
Derivative financial instruments | $ | — | $ | 1.0 | $ | — | $ | 1.0 | |||||||||||||||
Total assets | — | 1.0 | — | 1.0 | |||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||
| Derivative financial instruments | — | 36.7 | — | 36.7 | |||||||||||||||||||
| Contingent consideration | — | — | 0.9 | 0.9 | |||||||||||||||||||
Total liabilities | $ | — | $ | 36.7 | $ | 0.9 | $ | 37.6 | |||||||||||||||
13
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the nine months ended September 30, 2021 and twelve months ended December 31, 2020:
| September 30, 2021 | December 31, 2020 | ||||||||||
Beginning balance | $ | 0.9 | $ | 4.7 | |||||||
| Payments made on contingent liabilities | (0.4) | (2.9) | |||||||||
| Gain on contingent considerations | — | (1.2) | |||||||||
| Imputed interest | — | 0.3 | |||||||||
| Ending balance | $ | 0.5 | $ | 0.9 | |||||||
Recently issued accounting pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU supersedes the lease recognition requirements in ASU Topic 840, Leases. Under Topic 842, lessees are required to recognize assets and liabilities on the statement of financial position for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) which added an optional modified retrospective transition method. In the period of adoption, under the new transition method, comparative periods within the financial statements will not need to be restated. Topic 842 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company expects that this standard will have a material effect on its consolidated financial statements. The Company is currently evaluating significant contracts and assessing the potential impacts.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments. The FASB’s new guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables, based on historical experience, current conditions and reasonable and supportable forecasts. This amendment is effective for interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact on the consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU reduces the complexity of accounting for income taxes by clarifying and amending existing guidance as well as removing certain exceptions. For private companies, the ASU is effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted. The Company adopted this ASU on January 1, 2021 and the adoption had no material impact on the consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848. The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates (“IBORs”) to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. The guidance may be applied upon issuance of ASC 848. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarified the scope of ASU 2020-04 indicating that certain optional expedients and exceptions included in ASU 2020-04 are applicable to derivative instruments affected by the market-wide change in interest rates used for discounting, margining, or contract price alignment. The Company is currently in the process of evaluating the amendments and expects to facilitate the transition away from LIBOR. The Company is currently assessing the impact of adopting this new guidance.
Impact of COVID-19
Continuing concerns over economic and business prospects in the United States and throughout the world, including outbreak of a novel strain of coronavirus (COVID-19), have contributed to increased volatility and diminished expectations for the global economy. These factors may precipitate a slowdown in the global economy or recession, which could materially adversely affect the Company’s business and operations. The Company cannot presently predict the scope and severity of any potential business shutdowns or disruptions, but if any of the third parties with whom the Company engages were to experience shutdowns or other business disruptions, the Company’s ability to conduct business in the manner and on the timelines presently planned could be materially and negatively impacted. The Company has not experienced any known business disruptions as a result of the pandemic, as most services are delivered remotely or capable of being delivered remotely. In addition, the pandemic has accelerated trends towards digital learning, including the acceleration in adoption rates of the e-book platform as purchases continue to transition from print to digital formats. The Company has taken actions to address the present situation including establishing a Business
14
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Continuity Plan task force, comprised of senior leadership and other key managers, directing all global employees with remote access to work from home. Further, in collaboration with publishers, the Company began providing trial period access for many of its ProQuest Information Systems subscription products. The full extent to which COVID-19 may impact the Company’s financial condition or results of operations over the medium to long term, however, remains uncertain. Due to the Company’s recurring revenue business model, the effect of COVID-19 may not be fully reflected in the results of operations until future periods, if at all. The Company will continue to actively monitor the situation and may take further actions that alter its business operations as may be required by federal, state or local authorities, or that the Company determines are in the best interests of its employees, customers, publishers, partners and members.
Subsequent events
The Company performed review procedures to evaluate subsequent events and determine any necessary disclosures that arise from such evaluation through November 12, 2021, the date on which the financial statements were issued.
15
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 3. ACQUISITIONS
Acquisition of Energy Abstracts LLC
On November 15, 2020, the Company entered into a unit purchase agreement with Energy Abstracts LLC (“Energy Abstracts”), a subsidiary of Cambridge Information Group, Inc. (“CIG”), pursuant to which the Company acquired all of the shares of Energy Abstracts for a final purchase price of $2.7. Energy Abstracts is an information source for published scientific and technical knowledge related to oil and gas exploration and production founded by the University of Tulsa. The purchase price was paid with available funds. The Company finalized purchase accounting in accordance with the Business Combination guidance of ASC Topic 805. Pro forma financial information does not have a material impact on the consolidated financial statements.
A summary of the significant assets acquired, and liabilities assumed in this business acquisition are as follows:
| 2020 | |||||
| Accounts receivable and other current assets | $ | 0.2 | |||
| Intangible assets | 2.5 | ||||
| Goodwill | 0.9 | ||||
| Total assets | 3.6 | ||||
| Accrued expenses and other liabilities | 0.1 | ||||
| Deferred revenues | 0.8 | ||||
| Total liabilities | 0.9 | ||||
| Net assets acquired | 2.7 | ||||
| Net assets acquired, net of cash | $ | 2.7 | |||
Investment in Underline Sciences Inc.
On September 22, 2020, the Company acquired preferred stock, representing approximately a 25% ownership interest, in Underline Science Inc. (“Underline”) for $1.5. Underline is a virtual conference platform for events in science, medicine, academia and other professional fields. The purchase price was paid out of available funds.
Acquisition of Innovative Interfaces, Inc.
On January 15, 2020, the Company acquired all of the shares of Innovative Interfaces, Inc. (“Innovative”) for $222.6 net of cash acquired. The purchase price was financed with an incremental loan of $210.0 and available funds. The acquisition was accounted for as a purchase in accordance with ASC Topic 805 Business Combinations. The revenue of Innovative included in the consolidated statement of operations, from and including January 1, 2021 to September 30, 2021 and from and including January 15, 2020 to December 31, 2020 is $71.2 and $82.9 million respectively. Unaudited Pro forma financial information is as follows:
| September 30, 2020 | ||||||||||||||||||||
| As Reported | Innovative Proforma | As Adjusted | ||||||||||||||||||
Revenue | $ | 636.1 | $ | 3.5 | $ | 639.6 | ||||||||||||||
| Net Loss | (12.2) | — | (12.2) | |||||||||||||||||
A summary of the significant assets acquired, and liabilities assumed in this business acquisition are as follows:
16
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
| 2020 | |||||
| Cash and cash equivalents | $ | 13.7 | |||
| Accounts receivable and other current assets | 20.5 | ||||
| Property and equipment, net | 1.6 | ||||
| Intangible assets | 193.3 | ||||
| Goodwill | 50.6 | ||||
| Other long-term assets | 0.9 | ||||
| Total assets | 280.6 | ||||
| Accounts payable | 1.2 | ||||
| Other current liabilities | 5.5 | ||||
| Deferred revenues | 37.6 | ||||
| Total liabilities | 44.3 | ||||
| Net assets acquired | 236.3 | ||||
| Net assets acquired, net of cash | $ | 222.6 | |||
Developed technology, trademarks, and customer relationships were recognized as intangible assets in the Innovative acquisition. Amortization is recorded on a straight -line basis over the estimated useful life of the assets. The following is the weighted average useful life for each asset class in the period of acquisition:
| Developed Technology | 15 years | $ | 91.1 | |||||
| Customer Relationships | 16 years | 88.9 | ||||||
| Trademarks | 13 years | 13.3 | ||||||
| $ | 193.3 | |||||||
Goodwill represents the excess of the consideration transferred over the aggregate fair values of assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition was based on operating synergies and other benefits expected to result from the combined operations and the assembled workforce acquired. The majority of the goodwill acquired is not deductible for tax purposes.
Acquisition transaction costs recognized for the year ended December 31, 2020 such as legal, accounting, valuation and other professional services are $6.1.
In connection with the acquisition of Innovative, the Company has reviewed potential prior year tax exposures of the acquired entities for which it could be held liable under tax authority audit and has determined that additional tax reserves under ASC 740-10 and or ASC 450-20 are not warranted. The Company is indemnified against tax assessment loss from certain potential tax exposures for pre-acquisition periods, meaning the Company would be reimbursed for settlements with tax authorities related to these potential exposures.
17
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 4. ACCOUNTS RECEIVABLE
Accounts receivable as of September 30, 2021 and December 31, 2020 is summarized below:
September 30, 2021 | December 31, 2020 | ||||||||||
| Trade | $ | 151.7 | $ | 146.5 | |||||||
| Less allowance for bad debts | (6.2) | (7.7) | |||||||||
| 145.5 | 138.8 | ||||||||||
| Less long-term receivables | (0.8) | (0.7) | |||||||||
| Accounts receivable, net of allowances | $ | 144.7 | $ | 138.1 | |||||||
18
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 5. PROPERTY AND EQUIPMENT, NET AND CAPITALIZED CONTENT AND SOFTWARE DEVELOPMENT, NET
Capitalized costs as of September 30, 2021 and December 31, 2020 are summarized below:
September 30, 2021 | December 31, 2020 | ||||||||||
| Property and equipment: | |||||||||||
| Machinery and equipment | $ | 65.3 | $ | 65.4 | |||||||
| Furniture and fixtures | 6.3 | 8.1 | |||||||||
| Leasehold improvements | 13.3 | 13.3 | |||||||||
| Computer software | 12.8 | 12.1 | |||||||||
| Capital lease | 28.9 | 24.9 | |||||||||
| Land and buildings | 1.5 | 1.5 | |||||||||
| 128.1 | 125.3 | ||||||||||
| Less accumulated depreciation | (75.9) | (73.7) | |||||||||
| Total property and equipment, net | $ | 52.2 | $ | 51.6 | |||||||
| Content and software development: | |||||||||||
| Capitalized content and software | $ | 728.0 | $ | 696.0 | |||||||
| Internal software development | 37.9 | 34.3 | |||||||||
| 765.9 | 730.3 | ||||||||||
| Less accumulated amortization | (653.5) | (620.9) | |||||||||
| Total content and software development, net | $ | 112.4 | $ | 109.4 | |||||||
Depreciation expense on property and equipment is $10.6 for the nine months ended September 30, 2021 and September 30, 2020, respectively. Amortization expense for capitalized content and software and internally developed software is $32.6 and $32.7 for the nine months ended September 30, 2021 and September 30, 2020, respectively.
19
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 6. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
No impairment of goodwill was recognized during the nine months ended September 30, 2021 and twelve months ended December 31, 2020. Goodwill as of September 30, 2021 and December 31, 2020 is summarized below:
| Total Goodwill | |||||
| Balances as of December 31, 2020 | $ | 629.1 | |||
| Additions | — | ||||
| Foreign currency translation | — | ||||
| Disposals | — | ||||
| Balances as of September 30, 2021 | $ | 629.1 | |||
| Balances as of December 31, 2019 | $ | 577.0 | |||
Additions(1) | 51.5 | ||||
| Foreign currency translation | 0.6 | ||||
| Disposals | — | ||||
| Balances as of December 31, 2020 | $ | 629.1 | |||
(1) The increase of goodwill in the year ended December 31, 2020 is related to the acquisitions of Innovative and Energy Abstracts.
Intangibles
Intangible assets as of September 30, 2021 and December 31, 2020 consisted primarily of subscription and customer lists, trademarks, publisher relationships, databases and developed technology, and archive tapes. Amortization expense on definite-lived intangible assets was $31.5 and $55.1 for the nine months ended September 30, 2021 and 2020, respectively. The following summarizes the changes in the Company’s intangible assets, net:
Subscription and Customer lists | Trademarks | Publisher relationships | Databases and Developed Technology | Archive tapes and other | Totals | |||||||||||||||
| As of December 31, 2020 | ||||||||||||||||||||
| Gross carrying amount | $ | 346.3 | $ | 105.6 | $ | 47.1 | $ | 290.6 | $ | 38.8 | $ | 828.4 | ||||||||
| Additions | (0.1) | (0.1) | — | 0.1 | — | (0.1) | ||||||||||||||
| Disposals | — | — | — | — | (0.1) | (0.1) | ||||||||||||||
| Gross balance as of September 30, 2021 | 346.2 | 105.5 | 47.1 | 290.7 | 38.7 | 828.2 | ||||||||||||||
| Accumulated amortization as of December 31, 2020 | (191.1) | (77.0) | (42.9) | (199.9) | (32.6) | (543.5) | ||||||||||||||
| Amortization expenses | (17.3) | (5.1) | (1.2) | (6.9) | (1.0) | (31.5) | ||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | ||||||||||||||
| Disposals | — | — | — | — | 0.1 | 0.1 | ||||||||||||||
| Accumulated amortization as of September 30, 2021 | (208.4) | (82.1) | (44.1) | (206.8) | (33.5) | (574.9) | ||||||||||||||
| Net balances as of September 30, 2021 | $ | 137.8 | $ | 23.4 | $ | 3.0 | $ | 83.9 | $ | 5.2 | $ | 253.3 | ||||||||
20
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Subscription and Customer lists | Trademarks | Publisher relationships | Databases and Developed Technology | Archive tapes and other | Totals | |||||||||||||||
| As of December 31, 2019 | ||||||||||||||||||||
| Gross carrying amount | $ | 264.2 | $ | 90.7 | $ | 47.1 | $ | 207.0 | $ | 44.7 | $ | 653.7 | ||||||||
| Additions | 90.0 | 14.9 | — | 91.9 | 0.1 | 196.9 | ||||||||||||||
| Disposals | (7.9) | — | — | (8.3) | (6.0) | (22.2) | ||||||||||||||
| Gross balance as of December 31, 2020 | 346.3 | 105.6 | 47.1 | 290.6 | 38.8 | 828.4 | ||||||||||||||
| Accumulated amortization as of December 31, 2019 | (173.4) | (70.2) | (40.9) | (171.3) | (35.6) | (491.4) | ||||||||||||||
| Amortization expenses | (25.5) | (6.7) | (2.0) | (36.2) | (3.0) | (73.4) | ||||||||||||||
| Foreign currency translation | (0.1) | (0.1) | — | 0.2 | — | — | ||||||||||||||
| Disposals | 7.9 | — | — | 7.4 | 6.0 | 21.3 | ||||||||||||||
| Accumulated amortization as of December 31, 2020 | (191.1) | (77.0) | (42.9) | (199.9) | (32.6) | (543.5) | ||||||||||||||
| Net balances as of December 31, 2020 | $ | 155.2 | $ | 28.6 | $ | 4.2 | $ | 90.7 | $ | 6.2 | $ | 284.9 | ||||||||
21
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)
The following table presents changes in and amounts reclassified out of AOCI for the nine months ended September 30, 2021 and 2020:
| Foreign Exchange Translation Adjustment | |||||
| Balance, December 31, 2020 | $ | (10.6) | |||
| Currency translation | (0.3) | ||||
| Balance, September 30, 2021 | $ | (10.9) | |||
| Balance, December 31, 2019 | $ | (12.7) | |||
| Currency translation | 1.4 | ||||
| Balance, September 30, 2020 | $ | (11.3) | |||
22
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 8. RELATED PARTY TRANSACTIONS
ProQuest and R. R. Bowker LLC (“Bowker”), affiliates through common ownership, entered into a license agreement for use of related intellectual property. Both engage jointly in initiatives such as marketing, finance, sales, legal, human resources, technical support, and customer service. ProQuest also includes Bowker in certain business travel procurement arrangements and provides certain management, administrative, treasury and other back-office services to Bowker pursuant to various service agreements between the parties. Expenses incurred related to these services totaled $2.2 for the nine months ended September 30, 2021 and September 30, 2020. Such amount includes Bowker's portion of the annual management fee the Company pays to CIG.
The Company is reimbursed by CIG for various other shared services, including information technology, human resources information systems, business travel procurement arrangements and administrative services. For the nine months ended September 30, 2021 and September 30, 2020, CIG paid the Company $0.7 and $0.5 for these expenses, respectively.
The Company also shares space in leased properties and related administrative services in New York, New York, and Bethesda, Maryland, with CIG, for which CIG reimburses the Company pro rata on the basis of headcount and square footage. For the nine months ended September 30, 2021 and September 30, 2020, CIG reimbursed the Company $0.1 for these expenses.
On November 23, 2017, the Company entered into a lease agreement with a subsidiary of CIG in respect to the corporate offices in Ann Arbor, Michigan. On February 2, 2021, the company agreed to extend the term of the lease, which previously expired on September 30, 2032, until September 30, 2036. The Company may further extend for a period of five years commencing October 1, 2036. For the nine months ended September 30, 2021 and September 30, 2020, the total costs related to these agreements is $2.3 and $2.2, respectively, with $53.7 in minimum rent payments remaining through the term of the lease as of September 30, 2021. The total minimum rent due to the landlord over the full term of the lease, including the lease modification, is $64.8. In addition to the monthly rent payments, the Company is responsible for reimbursing the landlord for taxes, insurance and other operating expenses on the property.
23
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 9. DEBT
Long-term debt comprised the following indebtedness to various lenders as of September 30, 2021 and December 31, 2020:
September 30, 2021 | December 31, 2020 | ||||||||||
Senior secured first lien credit facility due 2026 (a) | $ | 903.0 | $ | 1,016.8 | |||||||
Senior secured revolver loan (a) | — | — | |||||||||
| Total Debt | 903.0 | 1,016.8 | |||||||||
| Less current maturities | — | — | |||||||||
| Long-term debt | $ | 903.0 | $ | 1,016.8 | |||||||
(a) The senior secured first lien credit facility (the “First Lien Credit Facility 2026”) includes a term loan that is due to expire in 2026 and a revolver due to expire in 2024. Both are secured by substantially all the assets of the Company. The instruments governing the First Lien Credit Facility 2026 contain, among other matters, various financial covenants and are presented net of original issue discount and deferred financing costs.
As of September 30, 2021 and December 31, 2020 the estimated fair value of total debt, including the current portion, is $903.0 and $1,016.8, respectively. The estimated fair values are based on Level 2 inputs.
Annual maturities of long-term debt are as follows:
| Year ending December 31, | |||||
| 2021 (excluding nine months ended September 30, 2021) | $ | — | |||
| 2022 | — | ||||
| 2023 | — | ||||
| 2024 | — | ||||
| 2025 | — | ||||
| Thereafter | 917.3 | ||||
| Total principal payments | $ | 917.3 | |||
| Original issue and deferred financing cost | (14.3) | ||||
| Total debt | $ | 903.0 | |||
First Lien Credit Facility 2026 (a): On October 23, 2019, the Company entered into a new Amended and Restated Credit Agreement in the amount of $725.0 under the term loan facility and $150.0 under the revolving credit facility with a sub-facility for the issuance of up to $15.0 letters of credit and a swingline sub-facility of up to $15.0. The origination fees of $9.2 were paid upon closing and are treated as a discount on the term loan, which will be amortized over the life of the loan. The proceeds from the Credit Agreement, net of original issue discount, were used to extinguish the prior First Lien Credit Facility due 2021. Borrowing under the Amended and Restated Credit Agreement is at an interest rate of LIBOR plus 3.50% on the term loan and LIBOR plus 2.75% on the revolving loan. Quarterly principal payments of $1.8 began March 31, 2020. The Credit Agreement requires certain mandatory prepayments of outstanding loans under the Term Loan Facility, subject to certain exceptions, based on (i) the net cash proceeds of certain asset sales and casualty and condemnation events in excess of certain thresholds (subject to certain reinvestment rights) and (ii) a percentage of Excess Cash Flow (as defined in the Credit Agreement) in excess of certain thresholds and subject to certain credits during each fiscal year.
On December 4, 2019, the Company amended the Amended and Restated Credit Agreement to provide for an additional $210.0 of incremental term loans under the Term Loan Facility. Effective on January 15, 2020, the incremental $210.0 was used to fund the acquisition of Innovative. In September 2020, the Company paid $48.1 against the term loan, covering all required principal payments until September 2025.
On December 15, 2020, the Company amended the Amended and Restated Credit Agreement to provide for an additional $150.0 of incremental term loans under the Term Loan Facility, increasing the amount of the term loan to $1,032.3. The incremental
24
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
$150.0 was used to fund a shareholder distribution. On February 2, 2021, the Company amended the Amended and Restated Credit Agreement to reduce the interest rate on the term loan to LIBOR plus 3.25%. During the nine months ended September 30, 2021, the Company prepaid $115.0 against the term loan. As of September 30, 2021 and December 31, 2020 the outstanding borrowings under the Amended and Restated Credit Agreement are $903.0 and $1,016.8, which included $14.3 and $15.5 of original issue discount and deferred financing costs and the average interest rate was 3.3% and 3.6% respectively. As of September 30, 2021 and December 31, 2020 there was $0.0 drawn on the revolving credit facility and $0.7 and $0.6, respectively, in outstanding letters of credit.
25
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 10. DERIVATIVE FINANCIAL INSTRUMENTS
On December 21, 2015, the Company entered into interest rate swap agreements on a total original amount of $200.0 designed to limit interest rate exposure in the event that 90-day LIBOR increases above 2.08%. The effective date of these agreements is December 30, 2016. Interest will either be paid or earned each quarter based on the difference between the 90-day LIBOR and a fixed rate of 2.08%. On February 16, 2018, the Company amended $125.0 of the interest rate swap to a fixed rate of 2.43% and extended maturity to December 31, 2023. The terms on the remaining $75.0 did not change and will expire on December 31, 2021.
In November 2018, the Company entered into an interest rate swap agreement on an original amount of $100.0 with an effective date of January 3, 2022. The agreement is designed to limit the interest rate exposure in the event 90-day LIBOR increases above 3.12%. This derivative instrument expires on December 31, 2024.
In May 2019, the Company entered into a new interest rate swap agreement on the total amount of $100.0 with an effective date of January 3, 2022. The agreement is designed to limit the interest rate exposure in the event the 90-day LIBOR increases above 2.35%. This derivative instrument expires on December 31, 2026.
On January 27, 2020, the Company entered into several new interest rate swap agreements for a total notional amount of $200.0. The agreements are designed to limit the interest rate exposure in the event 90-day LIBOR increases on average above 1.4914%. The derivative instruments expire on September 30, 2026.
On January 11, 2021 the Company entered into new interest rate swap agreements for a total notional amount of $100.0 with an effective date of January 2, 2024. The agreements are designed to limit the interest rate exposure in the event 90-day LIBOR increases on average above 1.2903%. The derivative instruments expire on December 31, 2027.
As of September 30, 2021 and December 31, 2020, the total mark-to-market asset value of the above various interest rate swap agreements are $1.4 and $0.0, respectively, and the total liability value of the above various interest rate swap agreements are ($23.7) and ($34.9), respectively.
On March 7, 2016, the Company entered into an interest rate cap agreement on an original amount of $250.0 with the effective date of October 1, 2016. The agreement is designed to limit interest rate exposure if 90-day LIBOR increases above 2.00%. This derivative instrument expired on September 30, 2021. As of December 31, 2020, the mark-to-market liability value of this agreement was ($0.8).
In March 2016, the Company entered into foreign currency hedges to partially offset its business exposure to foreign exchange risk arising from payable and receivable transactions in the normal course of business. This is due to the volatility in foreign exchange movements and in part due to the Ex Libris acquisition. These hedges expire before March 31, 2022. As of September 30, 2021 and December 31, 2020, the mark-to-market asset (liability) value of these hedges is $1.0 and ($1.0), respectively.
In March 2018, the Company entered into several cross-currency swap agreements to hedge against equity value depreciation due to foreign exchange movements. The Company agreed to swap $50.0 of fixed debt for Euro denominated debt with net proceeds of 2.6% on the notional amount on a quarterly basis. The Company also agreed to swap $50.0 of fixed debt for Sterling denominated debt with net proceeds of 1.2% on the notional amount on a quarterly basis. The termination date of these agreements was March 6, 2021. As of December 31, 2020, the mark-to-market asset value of these hedges was $1.0.
In March 2021, the Company entered into several cross-currency swap agreements to hedge against equity value depreciation due to foreign exchange movements. The Company agreed to swap $75.0 of fixed debt for Euro denominated debt with net proceeds of 0.75% on the notional amount on a quarterly basis. The Company also agreed to swap $50.0 of fixed debt for Sterling denominated debt with net proceeds of 0.05% on the notional amount on a quarterly basis. The termination date of these agreements is December 30, 2021. As of September 30, 2021, the mark-to-market asset value of these hedges is $4.5.
As of September 30, 2021 and December 31, 2020, the consolidated mark-to-market asset value of all the derivative instruments discussed above is $6.9 and $1.0, respectively, and the liability value is ($23.7) and ($36.7), respectively, which is included in the accompanying consolidated statement of financial position. The derivatives are recorded by type and will be found under other current assets or other current liabilities or other long-term liabilities depending on the individual mark-to-market value and the Company’ intent and ability to settle the derivatives by December 31, 2021.
26
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Pursuant to the Transaction Agreement between Clarivate and ProQuest, the Company plans to settle any outstanding derivative financial instruments prior to the acquisition closing date. As of September 30, 2021, all derivative instruments are classified as current assets or liabilities within the accompanying consolidated statement of financial position given the Company’s intent and ability to settle all derivatives by December 31, 2021. As of November 12, 2021, the Company has since settled the four cross currency swaps, eight interest rate swaps, and all remaining foreign currency hedges.
The unrealized gains and losses on these interest rate, foreign exchange hedging, and cross currency swap agreements are included in the accompanying consolidated statement of operations as unrealized gains (losses) on derivative instruments, which are $18.9 and ($32.1) for the period ended and September 30, 2021 and September 30, 2020, respectively.
27
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 11. OTHER ASSETS AND LIABILITIES
Other current and long-term assets and liabilities are comprised of the following:
| Other current assets | September 30, 2021 | December 31, 2020 | |||||||||
| Prepaid cloud storage and software licensing expenses | $ | 13.2 | $ | 10.9 | |||||||
| Capitalized commissions | 7.1 | 8.1 | |||||||||
| Prepaid taxes | 7.0 | 6.1 | |||||||||
| Derivatives | 6.9 | 1.0 | |||||||||
| Prepaid royalties | 1.7 | 2.1 | |||||||||
| Security deposits | 1.4 | 1.4 | |||||||||
| Other prepaid expenses | 3.0 | 5.0 | |||||||||
| Total other current assets | $ | 40.3 | $ | 34.6 | |||||||
| Other long-term assets | September 30, 2021 | December 31, 2020 | |||||||||
| Long-term prepaid expenses | $ | 4.1 | $ | 3.7 | |||||||
| Long-term accounts receivable | 0.8 | 0.7 | |||||||||
| Long-term income taxes | 0.8 | 1.2 | |||||||||
| Long-term deferred royalty | 0.8 | 1.6 | |||||||||
| Other long-term receivables | 6.9 | 8.1 | |||||||||
| Total other long-term assets | $ | 13.4 | $ | 15.3 | |||||||
| Other current liabilities | September 30, 2021 | December 31, 2020 | |||||||||
| Derivatives | $ | 23.7 | $ | 8.5 | |||||||
| Accrued other taxes | 10.5 | 10.2 | |||||||||
| Reserve for self-insurance | 4.2 | 4.3 | |||||||||
| Short term portion of contingent consideration | — | 0.4 | |||||||||
| Other current liabilities | 7.6 | 9.8 | |||||||||
| Total other current liabilities | $ | 46.0 | $ | 33.2 | |||||||
| Other long-term liabilities | September 30, 2021 | December 31, 2020 | |||||||||
| Long-term severance payable | $ | 8.9 | $ | 10.5 | |||||||
| Long-term income tax reserves | 5.1 | 4.7 | |||||||||
| Long-term accrued royalty expense | 0.8 | 1.6 | |||||||||
| Derivatives | — | 28.2 | |||||||||
| Other long-term liabilities | 2.5 | 3.3 | |||||||||
| Total other long-term liabilities | $ | 17.3 | $ | 48.3 | |||||||
28
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 12. DEFINED CONTRIBUTION PLAN
The Company has a defined contribution plan offered to all eligible employees in the United States, whereby eligible employees may contribute a portion of their gross earnings to the plan, subject to certain limitations. In addition, the Company matches 50% of employee contributions up to the greater of $6,000 or 5% of eligible compensation, annually. The plan is qualified under and is governed by Section 401(k) of the Internal Revenue Code. Employees of the United Kingdom are eligible to participate in a stakeholder’s savings plan. For the nine months ended September 30, 2021 and September 30, 2020 the Company recognized expense for contribution to these plans totaling approximately $11.2 and $9.5, respectively.
29
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 13. DEFERRED COMPENSATION
Certain of the Company’s senior executives were granted profit participation through an equity interest in the ProQuest Equity Plan (the “PEP”). The PEP owns a membership interest in ProQuest Holdings through a contribution of certain Class C units made by ProQuest Holdings’ members. This profit participation interest, in the form of units, provides certain incentives to participants pursuant to the terms and conditions of the agreements governing the PEP. In accordance with the Stock Compensation Topic of ASC 718, compensation cost related to this equity granted to employees is recorded in the financial statements of the employer on a stand-alone basis, although the ultimate obligation belongs to ProQuest Holdings. Compensation expense relating to the PEP will be recorded in the financial statements of the Company as the individual grants vest. Forfeitures are recorded as they occur for the vested employees. Compensation expense of $3.6 and $3.3 related to the award of the PEP units has been included in selling, general and administrative expense on the accompanying consolidated statement of operations for the nine months ended September 30, 2021 and September 30, 2020, respectively.
30
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 14. INCOME TAXES
The income tax provision for the nine months ended September 30, 2021 and September 30, 2020 consisted of the following:
2021 | 2020 | ||||||||||
| Current tax provision | |||||||||||
| Federal | $ | 3.3 | $ | 2.5 | |||||||
| State | 1.1 | (0.7) | |||||||||
| Foreign | 3.8 | 4.4 | |||||||||
| $ | 8.2 | $ | 6.2 | ||||||||
| Deferred tax provision | |||||||||||
| Federal | $ | — | $ | (6.1) | |||||||
| State | (0.2) | 0.4 | |||||||||
| Foreign | 0.4 | (0.2) | |||||||||
| $ | 0.2 | $ | (5.9) | ||||||||
| Total expense | $ | 8.4 | $ | 0.3 | |||||||
The Company’s tax provision for the nine months ended September 30, 2021 and September 30, 2020 consisted of current expense of $8.2 and $6.2, and deferred expense (benefit) of $0.2 and ($5.9), respectively. The current expense is primarily the result of the current tax provisions of the Company’s foreign subsidiaries and its U.S. corporate subsidiary, Ex Libris Intermediate TopCo Inc. (“Ex Libris U.S.”). The deferred expense is primarily the result of foreign valuation allowance needs. At the federal level, the deferred expense dan deferred benefit from temporary book-to-tax differences net to zero.
In January of 2020, the Company, through its corporate subsidiary Ex Libris (USA), Inc., completed the acquisition of the Innovative group. Innovative has both U.S. and foreign entities, but the primary operating entity is the U.S. corporation Innovative Interfaces Inc. Beginning in 2020, Innovative is part of the consolidated U.S. filing of Ex Libris U.S. The current activities and historical deferred tax assets and liabilities of Innovative have been reflected in the September 30, 2021 global provision of the Company accordingly.
The Company’s effective tax rate for the nine months ended September 30, 2021 and 2020 was 10.5% and (0.5)%, respectively. For the nine months ended September 30, 2021 and 2020, the Company’s effective tax rate differed from the corporate federal statutory rate of 21% as most of the Company’s activity occurs at the partnership level, and thus is not subject to entity-level domestic income tax. The Company’s tax provision is driven primarily by the activities of Ex Libris, which has a U.S. corporate parent and foreign subsidiaries.
Deferred tax assets and liabilities reflect the tax consequences of temporary differences between the financial statement carrying value of assets and liabilities and their respective tax bases, as well as tax credits, net operating loss carryforwards and other attributes, and the future tax impact of foreign earnings to be repatriated to the United States. Deferred tax assets are reduced by a valuation allowance when it is considered more likely than not, based upon the weight of available evidence, that a future tax benefit will not be realized. Valuation allowance needs are determined on a jurisdictional basis. The Company’s valuation allowance at September 30, 2021 related primarily to state net operating losses, state R&D tax credit carryforwards, and a portion of federal carryforwards for currently disallowed interest deductions. The Company’s valuation allowance at December 31, 2020 related primarily to state net operating losses and state R&D credit carryforwards.
The Company has provided for income taxes and withholding taxes on all undistributed earnings of its significant foreign subsidiaries since the Company does not indefinitely reinvest these undistributed earnings. Beginning in 2020, this includes the undistributed earnings of the foreign subsidiaries of Innovative. The Company measures deferred tax assets and liabilities using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.
The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Significant judgment is required in evaluating tax positions and determining the provision for income taxes. The Company establishes liabilities for tax-related
31
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities.
At September 30, 2021 and December 31, 2020 total unrecognized tax benefits were $6.2 and $5.8, respectively, of which $4.7 and $4.3, respectively, would impact the effective tax rate if recognized. The change in the reserve from 2020 to 2021 was largely the result of a net increase in foreign uncertain tax positions and was primarily related to certain intercompany transactions. Any changes in the next twelve months are not anticipated to have a significant impact on the results of operations, financial position, or cash flows of the Company.
The Company believes that it is reasonably possible that $0.4 of unrecognized tax benefits may be recognized in the next 12 months as a result of a lapse of the statute of limitations. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of September 30, 2021, the tax years open to examination are 2017 through 2020 for U.S. tax jurisdictions and 2016 through 2020 for foreign tax jurisdictions.
32
Notes to the Consolidated Financial Statements
(In millions of U.S. dollars, unless otherwise indicated; unaudited)
Note 15. COMMITMENTS AND CONTINGENCIES
Guaranteed Royalties: The Company licenses content from publishers for inclusion in products in return for paying the publisher a royalty fee. Certain of these license agreements require a minimum guaranteed annual royalty payment with terms of one to ten years.
Capital Lease: The Company entered into a capital lease arrangement on November 23, 2017. On February 2, 2021, the Company agreed to extend the term of the lease, which previously expired on September 30, 2032, until September 30, 2036. The Company may further extend for a period of five years commencing October 1, 2036. The total minimum rent due to the landlord over the full term of the lease, including the lease modification, is $64.8, which includes $36.0 of interest, and expires in 2036. This transaction was recorded at the present value of the future minimum lease payments on the consolidated statement of financial position as a component of property and equipment.
Operating Leases: The Company leases its facilities with end dates that vary through 2037. Certain of these facility leases have escalation clauses equal to the cost of living and support periodic payments of various occupancy costs. Rent holidays and rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. Total rent expense net of sublease income for the nine months ended September 30, 2021 and September 30, 2020 is $6.2 and $7.7, respectively.
Litigation: The Company is a party to various claims and legal actions arising in the ordinary course of business. Litigation is subject to many uncertainties and the outcome of individual litigated matters is not probable nor estimable. Management currently believes that resolving claims against the Company, individually or in aggregate, will not have a material adverse impact on the consolidated financial statements.
Contractual Obligations: The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company. As of September 30, 2021 and December 31, 2020 there is $2.5 and $3.0, respectively in outstanding performance bonds issued in the normal course of business, as required by certain customers.
33
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
All dollar amounts herein, other than per share data, are presented in thousands (000's)
On December 1, 2021, Clarivate Plc (“Clarivate”) completed its previously announced acquisition (the “Acquisition”) of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, from Cambridge Information Group (“CIG”), Atairos and certain other equityholders (collectively, the “Seller Group”), pursuant to the Transaction Agreement, dated as of May 15, 2021 (as amended by Amendment No. 1, dated as of July 28, 2021, and Amendment No. 2, dated as of November 12, 2021, the “Transaction Agreement”). Pursuant to the Transaction Agreement, Andrew M. Snyder, Chief Executive Officer of CIG, was appointed to the Board as Vice Chairman, and Michael J. Angelakis, Chairman and Chief Executive Officer of Atairos, was appointed to the Board, in each case effective as of December 1, 2021. The following table summarizes the components of the purchase consideration based on the Initial Closing Statement, which will be finalized within 90 days after the closing date:
Issuance of 46,910,923 shares(1) | $ | 1,094,901 | |||
Estimated cash consideration(2) | 3,951,947 | ||||
| Total purchase price | $ | 5,046,848 | |||
Estimated cash acquired(2) | (39,086) | ||||
| Total purchase price, net of cash acquired | $ | 5,007,762 | |||
(1) Based on the Company’s closing share price of $23.34 on November 30, 2021.
(2) Based on the Initial Closing Statement, estimated total cash consideration of $3,951,947 includes a base cash consideration of $3,988,000, less estimated working capital adjustments of $35,939, less estimated closing indebtedness adjustments of $36,618, plus estimated closing cash of $36,504. Estimated closing cash includes $39,086 of cash acquired, less $2,076 of restricted cash acquired and $506 of tax related adjustments as defined in the Transaction Agreement. The Initial Closing Statement will be finalized within 90 days after the closing date.
The aforementioned events are hereinafter referred to as the “ProQuest Transactions.”
Included in the September 30, 2021 historical Clarivate results of the unaudited pro forma condensed combined financial information are financing related costs which related to debt and equity financing of $3,957,778 including $1,837,027 of long-term debt (net of $5,549 of unamortized deferred financing costs), $1,392,671 (net of $44,829 of underwriting discounts and offering costs) of Series A Mandatory Convertible Preferred Shares ("MCPS"), and $728,080 from our June 2021 Common Share offering (net of $24,534 of underwriting discounts and offering costs).
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The following unaudited pro forma condensed combined financial information gives effect to the ProQuest Transactions and includes adjustments for the following financing transactions and transaction accounting impacts:
•Application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC"), which the Company refers to as ASC 805, “Business Combinations”;
•Certain reclassifications to conform to the historical financial statement presentation of Clarivate regarding balances included in the historical Clarivate condensed consolidated balance sheet, including reclassifications to cash and cash equivalents from restricted cash, and from the current portion of long-term debt to long-term debt, related to private placement offerings and subsequent exchange offerings involving our Senior Secured Notes due 2028 and Senior Notes due 2029 ("the New Notes");
•Costs incurred associated with the underwriter's fee on the New Notes, which once incurred, were netted against the balance of funds received;
•Weighted average shares used to compute loss per share adjusted for our June 2021 public offering of our ordinary shares;
•Dividends on our MCPS;
•Transaction costs incurred in connection with the ProQuest acquisition; and
•Certain reclassifications to conform to the historical financial statement presentation of Clarivate.
Additionally, the unaudited pro forma condensed combined financial information gives effect to Clarivate’s October 1, 2020, acquisition of 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 $8,541,551, net of $102,010 cash acquired and including an equity holdback 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 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 Equity Plan in the amount of $196,038. Accordingly, these shares were excluded from purchase price consideration. 1,500,000 ordinary shares were issued as part of the equity holdback consideration in January 2021. The Company incurred an incremental $1,600,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822. Previously, the Company had secured the backstop of a $1,500,000 fully committed bridge facility. However, the Company obtained all required financing with proceeds from the additional term loan borrowings and the bridge facility remained undrawn through its expiration on closing of the acquisition. The events in this paragraph are hereinafter referred to as the "CPA Global Transactions."
The following unaudited pro forma condensed combined statements of operations give effect to the CPA Global Transactions and includes adjustments for the following:
•Application of the acquisition method of accounting under the provisions of the ASC 805, “Business Combinations”;
•Incremental term loan borrowings of $1,600,000;
•Transaction costs incurred in connection with the CPA Global acquisition; and
•Certain reclassifications to conform to the historical financial statement presentation of Clarivate.
Additionally, the unaudited pro forma condensed combined financial information gives effect to Clarivate’s February 28, 2020, acquisition of 100% of the assets, liabilities and equity interests of Decision Resources Combined ("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. In February 2020, the Company completed an underwritten public offering of 27,600,000 of its ordinary shares generating net proceeds of $540,736, which were used to fund a portion of the cash consideration for the DRG acquisition. In addition, the Company incurred an incremental $360,000 of term loans under its term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund the remainder of the cash consideration for the DRG acquisition and to pay related fees and expenses. The events in this paragraph are hereinafter referred to as the "DRG Transactions."
The following unaudited pro forma condensed combined statements of operations give effect to the DRG Transactions and includes adjustments for the following:
•Application of the acquisition method of accounting under the provisions of the ASC 805, “Business Combinations”;
•Incremental term loan borrowings of $360,000;
•Underwritten public offering of 27,600,000 of Clarivate ordinary shares;
•Transaction costs incurred in connection with the DRG acquisition; and
•Certain reclassifications to conform to the historical financial statement presentation of Clarivate.
The following unaudited pro forma condensed combined financial information and related notes are based on, and should be read in conjunction with, (i) the historical audited consolidated financial statements of Clarivate and the related notes included in Clarivate’s Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 2020 filed on February 3, 2022, (ii) the historical unaudited condensed consolidated financial statements of Clarivate as of and for the nine months ended September 30, 2021 and the related notes included in Clarivate’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021 filed on February 3, 2022, (iii) the historical audited consolidated financial statements of ProQuest and the related notes as of and for the year ended December 31, 2020 incorporated as Exhibit 99.1 within this Form 8-K/A, (iv) the historical unaudited consolidated financial statements of ProQuest and the related notes as of and for the nine months ended September 30, 2021 incorporated as Exhibit 99.2 within this Form 8-K/A, (v) the historical unaudited consolidated financial statements of CPA Global Group Holdings Limited and the related notes as of and for the nine months ended September 30, 2020 incorporated in the Form 8-K filed on June 8, 2021, and (vi) the historical unaudited statement of operations of DRG for the period from January 1, 2020 through February 27, 2020 included in Exhibit 99.2 in the Form 8-K filed on May 14, 2020.
The unaudited pro forma condensed combined financial information for the year ended December 31, 2020 and the nine months ended September 30, 2021, in each case, give effect to the DRG Acquisition, CPA Global Acquisition, and the ProQuest Acquisition as if they had occurred on January 1, 2020 and combine the historical results of operations of Clarivate, DRG (through February 27, 2020), CPA Global (through September 30, 2020), and ProQuest.
The unaudited pro forma condensed combined balance sheet combines the unaudited condensed consolidated balance sheet of Clarivate as of September 30, 2021, with ProQuest’s balance sheet as of September 30, 2021, derived from the interim financial statements of ProQuest. The historical balance sheets of Clarivate and ProQuest have been adjusted in the accompanying unaudited pro forma condensed combined balance sheet to give effect to the ProQuest Transactions as if they had occurred on September 30, 2021.
The unaudited pro forma condensed combined financial information for the nine months ended September 30, 2021 combines the unaudited condensed consolidated statement of operations of Clarivate for the nine months ended September 30, 2021 with ProQuest's unaudited condensed statement of operations for the nine months ended September 30, 2021.
The unaudited pro forma condensed combined financial information for the year ended December 31, 2020 combines the audited consolidated statement of operations of Clarivate for the year ended December 31, 2020 with (i) the audited consolidated statement of operations of ProQuest for the year ended December 31, 2020 (ii) the unaudited consolidated statement of operations of CPA Global for the nine months ended September 30, 2020 and (iii) the unaudited statement of operations of DRG for the period from January 1, 2020 through February 27, 2020.
The unaudited pro forma condensed combined financial information and related notes are being provided for illustrative purposes only and do not purport to represent what the actual combined results of operations would have been had the DRG Transactions, CPA Global Transactions, and ProQuest Transactions been completed on the date indicated, nor are they necessarily indicative of the combined future results of operations for any future period.
The pound sterling (GBP) is CPA Global’s reporting currency. CPA Global’s unaudited consolidated statement of operations for the nine months ended September 30, 2020 have been translated to U.S. Dollars using an exchange rate of $1.2711, which approximate the average GBP conversion rate to U.S. Dollars for the applicable period.
The unaudited pro forma condensed combined financial information gives effect to the acquisitions of DRG, CPA Global, and ProQuest using the acquisition method of accounting under U.S. GAAP. The acquisition method of accounting is dependent upon certain procedures, such as valuations, appraisals, and discussions and input from DRG, CPA Global, and ProQuest management, which have been performed to obtain the necessary information to recognize the acquired assets and liabilities at fair value. The estimated purchase price allocation for the ProQuest acquisition is preliminary and may change upon completion of the determination of the fair value of assets acquired
and liabilities assumed. The final purchase price allocation may be different from that reflected in the pro forma purchase price allocation presented herein, and these differences may be material.
1
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2021
(In thousands, except share and per share data)
| Historical | Pro Forma Adjustments | ||||||||||||||||||||||||||||
| Clarivate (As Restated) | ProQuest | Acquisition and Related | Financing | Pro Forma Combined | |||||||||||||||||||||||||
| Note 2 | Note 3 | Note 4 | |||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 2,479,880 | $ | 53,600 | $ | (3,990,822) | (c) | $ | 1,767,240 | (l) | $ | 309,898 | |||||||||||||||||
| Restricted cash | 1,857,657 | 2,100 | — | (1,842,576) | (l) | 17,181 | |||||||||||||||||||||||
| Accounts receivable, net of allowance for doubtful accounts | 610,755 | 144,700 | — | — | 755,455 | ||||||||||||||||||||||||
| Prepaid expenses | 58,056 | 24,900 | — | — | 82,956 | ||||||||||||||||||||||||
| Other current assets | 42,192 | 35,000 | (1,400) | (f) | — | 75,792 | |||||||||||||||||||||||
| Total current assets | 5,048,540 | 260,300 | (3,992,222) | (75,336) | 1,241,282 | ||||||||||||||||||||||||
| Property and equipment, net | 27,948 | 52,200 | — | — | 80,148 | ||||||||||||||||||||||||
| Other intangible assets, net | 6,964,081 | 365,700 | 3,162,300 | (e) | — | 10,492,081 | |||||||||||||||||||||||
| Goodwill | 5,999,322 | 629,100 | 1,093,131 | (e) | — | 7,721,553 | |||||||||||||||||||||||
| Other non-current assets | 28,998 | 12,600 | — | — | 41,598 | ||||||||||||||||||||||||
| Deferred income taxes | 28,469 | 800 | — | — | 29,269 | ||||||||||||||||||||||||
| Operating lease right-of-use assets | 45,880 | — | 60,500 | (e) | — | 106,380 | |||||||||||||||||||||||
| Total Assets | 18,143,238 | 1,320,700 | 323,709 | (75,336) | 19,712,311 | ||||||||||||||||||||||||
| Liabilities and Shareholders' equity | |||||||||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||||||||
| Accounts payable | 94,494 | 34,500 | — | — | 128,994 | ||||||||||||||||||||||||
| Accrued expenses and other current liabilities | 559,693 | 153,700 | (23,700) | (f) | — | 689,693 | |||||||||||||||||||||||
| Current portion of deferred revenues | 579,935 | 363,000 | (90,700) | (e) | — | 852,235 | |||||||||||||||||||||||
| Current portion of operating lease liabilities | 28,459 | — | 8,800 | (e) | — | 37,259 | |||||||||||||||||||||||
| Current portion of long-term debt | 1,865,627 | — | — | (1,837,027) | (l) | 28,600 | |||||||||||||||||||||||
| Total current liabilities | 3,128,208 | 551,200 | (105,600) | (1,837,027) | 1,736,781 | ||||||||||||||||||||||||
| Long-term debt | 3,443,578 | 903,000 | (903,000) | (g) | 1,811,691 | (l) | 5,255,269 | ||||||||||||||||||||||
| Warrant liabilities | 195,952 | — | — | — | 195,952 | ||||||||||||||||||||||||
| Non-current portion of deferred revenues | 44,934 | 7,900 | (2,000) | (e) | — | 50,834 | |||||||||||||||||||||||
| Other non-current liabilities | 49,960 | 43,600 | — | — | 93,560 | ||||||||||||||||||||||||
| Deferred income taxes | 329,755 | 16,900 | 6,991 | (i) | — | 353,646 | |||||||||||||||||||||||
| Operating lease liabilities | 58,443 | — | 52,900 | (e) | — | 111,343 | |||||||||||||||||||||||
| Total liabilities | 7,250,830 | 1,522,600 | (950,709) | (25,336) | 7,797,385 | ||||||||||||||||||||||||
| Commitments and contingencies | |||||||||||||||||||||||||||||
| Shareholders’ equity: | |||||||||||||||||||||||||||||
| Ordinary Shares | 10,810,130 | — | 1,094,901 | (c) | — | 11,905,031 | |||||||||||||||||||||||
| Preferred Shares | 1,392,671 | — | — | — | 1,392,671 | ||||||||||||||||||||||||
| Treasury Shares | (196,038) | — | — | — | (196,038) | ||||||||||||||||||||||||
| Member's Equity | — | (191,000) | 191,000 | (h) | — | — | |||||||||||||||||||||||
| Accumulated other comprehensive income (loss) | 318,008 | (10,900) | 10,900 | (h) | — | 318,008 | |||||||||||||||||||||||
| Accumulated deficit | (1,432,363) | — | (22,383) | (h) | (50,000) | (l) | (1,504,746) | ||||||||||||||||||||||
| Total shareholders’ equity | 10,892,408 | (201,900) | 1,274,418 | (50,000) | 11,914,926 | ||||||||||||||||||||||||
| Total Liabilities and Shareholders’ equity | $ | 18,143,238 | $ | 1,320,700 | $ | 323,709 | $ | (75,336) | $ | 19,712,311 | |||||||||||||||||||
The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Combined Balance Sheet
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
| Historical | Pro Forma Adjustments | ||||||||||||||||||||||||||||||||||||||||
| ProQuest | |||||||||||||||||||||||||||||||||||||||||
| Clarivate (As Restated) | ProQuest | Acquisition and Related | Financing | Pro Forma Combined | |||||||||||||||||||||||||||||||||||||
| Note 2 | Note 3 | Note 4 | |||||||||||||||||||||||||||||||||||||||
| Revenues, net | $ | 1,316,192 | $ | 676,400 | $ | (975) | (e) | $ | — | $ | 1,991,617 | ||||||||||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||||||||||||||||||||
| Cost of revenues | (438,311) | (250,300) | — | — | (688,611) | ||||||||||||||||||||||||||||||||||||
| Selling, general and administrative costs | (458,847) | (255,900) | — | — | (714,747) | ||||||||||||||||||||||||||||||||||||
| Depreciation | (9,243) | (10,600) | — | — | (19,843) | ||||||||||||||||||||||||||||||||||||
| Amortization | (383,270) | (64,100) | (74,092) | (e) | — | (521,462) | |||||||||||||||||||||||||||||||||||
| Restructuring and impairment | (125,685) | — | — | — | (125,685) | ||||||||||||||||||||||||||||||||||||
| Other operating (expense) income, net | (19,741) | 5,200 | — | — | (14,541) | ||||||||||||||||||||||||||||||||||||
| Total operating expenses | (1,435,097) | (575,700) | (74,092) | — | (2,084,889) | ||||||||||||||||||||||||||||||||||||
| (Loss) income from operations | (118,905) | 100,700 | (75,067) | — | (93,272) | ||||||||||||||||||||||||||||||||||||
| Mark to market adjustment on financial instruments | 113,207 | — | — | — | 113,207 | ||||||||||||||||||||||||||||||||||||
| Income (loss) before interest expense and income tax | (5,698) | 100,700 | (75,067) | — | 19,935 | ||||||||||||||||||||||||||||||||||||
| Interest expense and amortization of debt discount, net | (141,156) | (22,500) | 22,500 | (g) | (41,890) | (m) | (183,046) | ||||||||||||||||||||||||||||||||||
| (Loss) income before income tax | (146,854) | 78,200 | (52,567) | (41,890) | (163,111) | ||||||||||||||||||||||||||||||||||||
| (Provision) benefit for income taxes | (12,240) | (8,400) | 543 | (i) | — | (20,097) | |||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (159,094) | $ | 69,800 | $ | (52,024) | $ | (41,890) | $ | (183,208) | |||||||||||||||||||||||||||||||
| Dividends on preferred shares | (22,431) | — | — | (34,171) | (n) | (56,602) | |||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to ordinary shares | $ | (181,525) | $ | 69,800 | $ | (52,024) | $ | (76,061) | $ | (239,810) | |||||||||||||||||||||||||||||||
| Per share: | |||||||||||||||||||||||||||||||||||||||||
| Basic and diluted | $ | (0.29) | $ | (0.35) | |||||||||||||||||||||||||||||||||||||
| Weighted average shares used to compute loss per share: | |||||||||||||||||||||||||||||||||||||||||
| Basic and diluted | 616,135,071 | 46,910,923 | (o) | 19,230,769 | (o) | 682,276,763 | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Combined Statement of Operations
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
(In thousands, except share and per share data)
| Historical | Pro Forma Adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DRG | CPA Global | ProQuest | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Clarivate (As Restated) | ProQuest | CPA Global | DRG | Acquisition and Related | Financing | Acquisition and Related | Financing | Acquisition and Related | Financing | Pro Forma Combined | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note 2 | Note 2 | Note 2 | Note 3 | Note 4 | Note 3 | Note 4 | Note 3 | Note 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues, net | $ | 1,254,047 | $ | 862,900 | $ | 440,138 | $ | 23,215 | $ | — | $ | — | $ | — | $ | — | $ | (90,700) | (e) | $ | — | $ | 2,489,600 | ||||||||||||||||||||||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues | (438,787) | (327,400) | (139,989) | (14,918) | — | — | — | — | — | — | (921,094) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative costs | (544,700) | (318,700) | (170,127) | (66,368) | — | — | — | — | (38,875) | (d) | — | (1,138,770) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation | (12,709) | (14,700) | (3,047) | (1,273) | — | — | — | — | — | — | (31,729) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | (290,441) | (116,900) | (63,949) | (3,136) | (4,412) | (a) | — | (109,978) | (b) | — | (67,355) | (e) | — | (656,171) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Restructuring and impairment | (56,138) | — | (5,928) | — | — | — | — | — | — | — | (62,066) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other operating income (expense), net | 52,381 | (8,600) | 10,323 | 698 | — | — | — | — | — | — | 54,802 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | (1,290,394) | (786,300) | (372,717) | (84,997) | (4,412) | — | (109,978) | — | (106,230) | — | (2,755,028) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | (36,347) | 76,600 | 67,421 | (61,782) | (4,412) | — | (109,978) | — | (196,930) | — | (265,428) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Market to market adjustment on financial instruments | (205,062) | — | — | — | — | — | — | — | — | — | (205,062) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Settlement | — | — | (760) | — | — | — | — | — | — | — | (760) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Loss) income before interest expense and income tax | (241,409) | 76,600 | 66,661 | (61,782) | (4,412) | — | (109,978) | — | (196,930) | — | (471,250) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense and amortization of debt discount, net | (111,914) | (71,500) | (9,878) | (6,623) | — | 3,637 | (j) | — | (45,576) | (k) | 71,500 | (g) | (134,987) | (m) | (305,341) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Loss) income before income tax | (353,323) | 5,100 | 56,783 | (68,405) | (4,412) | 3,637 | (109,978) | (45,576) | (125,430) | (134,987) | (776,591) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Benefit (provision) for income taxes | 2,698 | (1,700) | (5,862) | 23,106 | 1,201 | (990) | 6,707 | — | 17,653 | (i) | — | 42,813 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | (350,625) | 3,400 | 50,921 | (45,299) | (3,211) | 2,647 | (103,271) | (45,576) | (107,777) | (134,987) | (733,778) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on preferred shares | — | — | — | — | — | — | — | — | — | (75,469) | (n) | (75,469) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to ordinary shares | $ | (350,625) | $ | 3,400 | $ | 50,921 | $ | (45,299) | $ | (3,211) | $ | 2,647 | $ | (103,271) | $ | (45,576) | $ | (107,777) | $ | (210,456) | $ | (809,247) | |||||||||||||||||||||||||||||||||||||||||||
| Per share: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic and diluted | $ | (0.82) | $ | (1.61) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average shares used to compute loss per share: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic and diluted | 427,023,558 | 46,910,923 | (o) | 28,846,154 | (o) | 502,780,635 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Combined Statement of Operations
4
1. Basis of Presentation
The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the ProQuest Transaction as if it had occurred on September 30, 2021, and combines the historical results of operations and balance sheet of Clarivate and ProQuest. The unaudited pro forma condensed combined financial information for the year ended December 31, 2020 and the nine months ended September 30, 2021 give effect to the DRG Transactions, CPA Global Transactions, and the ProQuest Transactions as if they had occurred on January 1, 2020, and combine the historical results of operations of Clarivate, DRG, CPA Global, and ProQuest (the “Combined Group”). The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 combines the unaudited condensed consolidated statement of operations of Clarivate for the nine months ended September 30, 2021 and ProQuest statements of operations from January 1, 2021 through September 30, 2021, derived from the unaudited interim consolidated statement of operations of ProQuest for the nine months ended September 30, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines (i) the audited consolidated statement of operations of Clarivate for the year ended ended December 31, 2020; (ii) DRG’s statement of operations for the period from January 1, 2020 through February 27, 2020 derived from the books and records of DRG; (iii) CPA Global statements of operations from January 1, 2020 through September 30, 2020, derived from the unaudited interim consolidated statement of operations of CPA Global for the nine months ended September 30, 2020; and (iv) ProQuest statements of operations from January 1, 2020 through December 31, 2020, derived from the audited consolidated statement of operations of ProQuest for the year ended ended December 31, 2020.
The accompanying unaudited pro forma condensed combined balance sheet and statements of operations and related notes are presented for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved if the DRG Transactions, CPA Global Transactions, and ProQuest Transactions had been consummated on the date indicated, or that will be achieved in the future. The pro forma condensed combined statements of operations do not reflect the costs of any integration activities or benefits that may result from realization of revenue growth or operational synergies expected to result from the DRG Transactions, CPA Global Transactions, and ProQuest Transactions.
Clarivate is in the process of finalizing its review of ProQuest's accounting policies and has not identified any material policy adjustments, aside from the early adoption of ASC Topic 842. The accompanying unaudited pro forma condensed combined balance sheet reflects the preliminary estimated fair value adjustment to record operating lease right-of-use assets and operating lease liabilities to reflect the adoption of ASC 842 on the opening balance sheet of ProQuest. Management expects to finalize its review of accounting policies subsequent to the closing of the ProQuest Transactions.
The unaudited pro forma condensed combined balance sheet and statements of operations should be read in conjunction with the historical financial statements described in the opening section of this exhibit. There were no material pre-acquisition transactions and balances between any of Clarivate, DRG, CPA Global, and ProQuest for the periods presented.
The pound sterling (GBP) is CPA Global’s reporting currency. CPA Global’s historical unaudited consolidated statement of operations for the nine months ended September 30, 2020 have been translated to U.S. Dollars using an exchange rate of $1.2711, which approximate the average GBP conversion rate to U.S. Dollars for the applicable period.
5
2. Reclassification Adjustments
Reclassification Adjustments for DRG Acquisition
Certain reclassifications have been made to the historical presentation of the combined statement of operations of DRG to conform to the financial statement presentation of Clarivate. The following summarizes the reclassification adjustments in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020.
| DRG Historical Combined Statement of Comprehensive Loss Line Items | Clarivate Historical Consolidated Statement of Operations Line Items | DRG Historical Combined Statement of Comprehensive Loss | Reclassification (Rounded) | DRG Adjusted Historical Combined Statement of Operations (Unaudited, Rounded) | ||||||||||
| Share-based compensation expense | $ | (47,387) | $ | 47,387 | $ | — | ||||||||
| Selling, general and administrative costs | (18,981) | (47,387) | (66,368) | |||||||||||
Reclassification Adjustments for CPA Global
Certain reclassifications have been made to the historical presentation of the combined statement of operations of CPA Global to conform to the financial statement presentation of Clarivate. The following summarizes the reclassification adjustments in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020.
| CPA Global Holdings Limited Historical Combined Statement of Comprehensive Loss Line Items | Clarivate Historical Consolidated Statement of Operations Line Items | CPA Global Holdings Limited Historical Combined Statement of Comprehensive Loss | Reclassification (Rounded) | CPA Global Holdings Limited Adjusted Historical Combined Statement of Operations (Unaudited, Rounded) | ||||||||||
| Transaction expenses | $ | (35,725) | $ | 35,725 | $ | — | ||||||||
| Transition, integration and other related expenses | (5,374) | 5,374 | — | |||||||||||
| Selling, general and administrative costs | Selling, general and administrative costs | (129,028) | (41,099) | (170,127) | ||||||||||
| Related party interest expense | (8,523) | 8,523 | — | |||||||||||
| Interest expense | Interest expense and amortization of debt discount, net | (1,355) | (8,523) | (9,878) | ||||||||||
Reclassification Adjustments for ProQuest
Certain reclassifications have been made to the historical presentation of the consolidated financial position of ProQuest to conform to the financial statement presentation of Clarivate. The following summarizes the reclassification adjustments in the unaudited pro forma condensed combined balance sheet as at September 30, 2021.
| ProQuest Historical Consolidated Statements of Financial Position Line Items | Clarivate Historical Consolidated Balance Sheet Line Items | ProQuest Historical Consolidated Statements of Financial Position | Reclassification (Rounded) | ProQuest Adjusted Historical Consolidated Statements of Financial Position | ||||||||||
| Deferred Royalties | $ | 19,600 | $ | (19,600) | $ | — | ||||||||
| Prepaid expenses | 24,900 | 24,900 | ||||||||||||
| Other current assets | 40,300 | (5,300) | 35,000 | |||||||||||
| Content and software development, net | 112,400 | (112,400) | — | |||||||||||
| Other intangible assets, net | 253,300 | 112,400 | 365,700 | |||||||||||
| Other non-current assets | Other non-current assets | 13,400 | (800) | 12,600 | ||||||||||
| Deferred income taxes | — | 800 | 800 | |||||||||||
| Accrued wages and benefits | 43,900 | (43,900) | — | |||||||||||
| Accrued royalty costs | 63,800 | (63,800) | — | |||||||||||
| Other current liabilities | 46,000 | (46,000) | — | |||||||||||
| Accrued expenses and other current liabilities | — | 153,700 | 153,700 | |||||||||||
| Long-term capital lease | 26,300 | (26,300) | — | |||||||||||
| Other non-current liabilities | 17,300 | 26,300 | 43,600 | |||||||||||
Certain reclassifications have been made to the historical presentation of the consolidated statement of operations of ProQuest to conform to the financial statement presentation of Clarivate. The following summarizes the reclassification adjustments in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021.
| ProQuest Historical Consolidated Statements of Operations Line Items | Clarivate Historical Consolidated Statement of Operations Line Items | ProQuest Historical Consolidated Statement of Comprehensive Income | Reclassification (Rounded) | ProQuest Adjusted Historical Consolidated Statement of Operations (Unaudited, Rounded) | ||||||||||
| Cost of subscription and maintenance (exclusive of depreciation and amortization shown below) | $ | (137,700) | $ | 137,700 | $ | — | ||||||||
| Cost of content licenses and other products (exclusive of depreciation and amortization shown below) | (112,600) | 112,600 | — | |||||||||||
| Cost of revenues | — | (250,300) | (250,300) | |||||||||||
| Selling, general and administrative | Selling, general and administrative | (195,900) | (60,000) | (255,900) | ||||||||||
| Depreciation and amortization | (74,700) | 74,700 | — | |||||||||||
| Depreciation | — | (10,600) | (10,600) | |||||||||||
| Amortization | — | (64,100) | (64,100) | |||||||||||
| Research and development | (54,500) | 54,500 | — | |||||||||||
| Management fee - related party | (5,500) | 5,500 | — | |||||||||||
| Interest expense, net | (36,000) | 36,000 | — | |||||||||||
| Interest expense and amortization of debt discount, net | (22,500) | (22,500) | ||||||||||||
| Unrealized gains on derivative instruments | 18,900 | (18,900) | — | |||||||||||
| Foreign currency transaction losses | (200) | 200 | — | |||||||||||
| Other operating income (expense), net | — | 5,200 | 5,200 | |||||||||||
Certain reclassifications have been made to the historical presentation of the consolidated statement of operations of ProQuest to conform to the financial statement presentation of Clarivate. The following summarizes the reclassification adjustments in the unaudited pro forma condensed combined statement of operations for the year ended ended December 31, 2020.
| ProQuest Historical Consolidated Statements of Operations Line Items | Clarivate Historical Consolidated Statement of Operations Line Items | ProQuest Historical Consolidated Statement of Comprehensive Income | Reclassification (Rounded) | ProQuest Adjusted Historical Consolidated Statement of Operations (Unaudited, Rounded) | ||||||||||
| Cost of subscription and maintenance (exclusive of depreciation and amortization shown below) | $ | (191,000) | $ | 191,000 | $ | — | ||||||||
| Cost of content licenses and other products (exclusive of depreciation and amortization shown below) | (136,400) | 136,400 | — | |||||||||||
| Cost of revenues | (327,400) | (327,400) | ||||||||||||
| Selling, general and administrative | Selling, general and administrative | (237,800) | (80,900) | (318,700) | ||||||||||
| Depreciation and amortization | (131,600) | 131,600 | — | |||||||||||
| Depreciation | — | (14,700) | (14,700) | |||||||||||
| Amortization | — | (116,900) | (116,900) | |||||||||||
| Research and development | (75,100) | 75,100 | — | |||||||||||
| Management fee - related party | (7,000) | 7,000 | — | |||||||||||
| Interest expense, net | (48,400) | 48,400 | — | |||||||||||
| Interest expense and amortization of debt discount, net | (71,500) | (71,500) | ||||||||||||
| Unrealized losses on derivative instruments | (30,600) | 30,600 | — | |||||||||||
| Foreign currency transaction losses | (1,000) | 1,000 | — | |||||||||||
| Other (expense) income | (100) | 100 | — | |||||||||||
| Gain on contingent considerations | 1,200 | (1,200) | — | |||||||||||
| Other operating income (expense), net | — | (8,600) | (8,600) | |||||||||||
6
3. Purchase Price Accounting and Related Transaction Adjustments
Purchase Price Allocation for DRG Acquisition
The unaudited pro forma condensed combined financial information for the year ended December 31, 2020 give effect to the DRG acquisition as if it occurred on January 1, 2020.
(a)Upon consummation of the acquisition of DRG, Clarivate recognized assets of $381,000 for customer relationships, $50,200 for database and content, $5,200 for trade names, $23,000 for purchased software and $28,000 for backlog.
All amortization adjustments related to identified intangible assets as a result of the DRG acquisition are recorded to Amortization expense. The estimated amortization expense was computed using the straight-line method based on an estimated useful life of the identifiable definite-lived intangible assets.
| Amortization Estimate | |||||||||||||||||
Estimated Fair Value | Remaining Range of Years | Year Ended December 31, 2020 | |||||||||||||||
| Customer relationships | $ | 381,000 | 10-21 | $ | 3,757 | ||||||||||||
| Database and content | 50,200 | 2-7 | 1,798 | ||||||||||||||
| Tradenames | 5,200 | 4-7 | 217 | ||||||||||||||
| Purchased software | 23,000 | 3-8 | 601 | ||||||||||||||
| Backlog | 28,000 | 4 | 1,175 | ||||||||||||||
| Total | $ | 487,400 | $ | 7,548 | |||||||||||||
| Eliminate historical DRG amortization expense | (3,136) | ||||||||||||||||
| Pro forma amortization adjustment | $ | 4,412 | |||||||||||||||
Purchase Price Allocation for CPA Global
The unaudited pro forma condensed combined financial information for the year ended December 31, 2020 give effect to the CPA Global acquisition as if it occurred on January 1, 2020.
(b)Upon consummation of the acquisition of CPA Global, Clarivate recognized assets of $4,643,306 for customer relationships, $266,224 for Technology and $10,787 for trademarks.
All amortization adjustments related to identified intangible assets as a result of the CPA Global acquisition are recorded to Amortization expense. The estimated amortization expense was computed using the straight-line method based on an estimated useful life of the identifiable definite-lived intangible assets.
| Amortization Estimate | |||||||||||||||||
Estimated Fair Value | Remaining Range of Years | Year Ended December 31, 2020 | |||||||||||||||
| Customer relationships | $ | 4,643,306 | 17-23 | $ | 153,077 | ||||||||||||
| Technology | 266,224 | 6-14 | 17,729 | ||||||||||||||
| Trademarks | 10,787 | 2-17 | 3,121 | ||||||||||||||
| Total | $ | 4,920,317 | $ | 173,927 | |||||||||||||
| Eliminate historical CPA Global amortization expense | (63,949) | ||||||||||||||||
| Pro forma amortization adjustment | $ | 109,978 | |||||||||||||||
Purchase Price Consideration for ProQuest
(c)Estimated Consideration of approximately $5,046,848 is based on the Company’s closing share price of $23.34 on November 30, 2021.
The following table summarizes the components of the purchase consideration based on the Initial Closing Statement, which will be finalized within 90 days after the closing date:
| Issuance of 46,910,923 shares | $ | 1,094,901 | |||
Estimated cash consideration(1) | 3,951,947 | ||||
| Adjusted purchase price | $ | 5,046,848 | |||
Estimated cash consideration(1) | $ | 3,951,947 | |||
Estimated transaction expenses(2) | 38,875 | ||||
| Pro forma adjustment to cash and cash equivalents | $ | 3,990,822 | |||
(1) Based on the Initial Closing Statement, estimated total cash consideration of $3,951,947 includes a base cash consideration of $3,988,000, less estimated working capital adjustments of $35,939, less estimated closing indebtedness adjustments of $36,618, plus estimated closing cash of $36,504. Estimated closing cash includes $39,086 of cash acquired, less $2,076 of restricted cash acquired and $506 of tax related adjustments as defined in the Transaction Agreement. The Initial Closing Statement will be finalized within 90 days after the closing date.
(2) Excludes the $50,000 bridge commitment and structuring fees contingent upon the consummation of the ProQuest Acquisition. Refer to Note 4 for the Pro forma adjustment to cash and cash equivalents for the bridge commitment fee.
Purchase Price Allocation for ProQuest
(d)The following table summarizes the estimated transaction costs included in the estimate purchase price consideration for ProQuest:
| Transaction expenses contingent upon consummation of the acquisition | $ | 33,261 | |||
Additional transaction costs related to the ProQuest acquisition incurred subsequent to September 30, 2021 recognized within selling, general and administrative costs(1) | 5,614 | ||||
Total Transaction Costs(2) | $ | 38,875 | |||
(1) Represents the accrual of $5,614 for additional transaction costs related to the ProQuest acquisition incurred subsequent to September 30, 2021 that have not been recognized in the consolidated statement of operations. The transaction costs consist primarily of legal and other professional service fees. All other transaction costs incurred related to the ProQuest acquisition of $25,131 during the nine months ended September 30, 2021 are included in Clarivate's historical results. There were no costs incurred for the year ended ended December 31, 2020.
(2) Excludes $50,000 bridge commitment and structuring fees contingent upon consummation of the ProQuest acquisition. See Note 4 for the Pro forma impact to interest expense associated with the bridge commitment fee.
(e)The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the ProQuest acquisition as if it had occurred on September 30, 2021. The Company has performed a preliminary valuation analysis of the fair market value of ProQuest LLC’s assets to be acquired and liabilities to
be assumed. Using the total estimated consideration for the ProQuest acquisition, the Company has preliminarily estimated the allocations to such assets and liabilities.
The following table summarizes the allocation of the preliminary purchase price:
| Assets assumed | $ | 385,000 | |||
| Liabilities assumed | (548,000) | ||||
Accumulated deficit adjustment for removal of historical deferred tax liability for valuation allowance(1) | (16,492) | ||||
| Net deferred tax liability | (23,891) | ||||
| Identifiable intangible assets | 3,528,000 | ||||
| Goodwill | 1,722,231 | ||||
| Total estimated consideration | $ | 5,046,848 | |||
(1) Represents an adjustment to the pro forma income statement to reflect the effect of the transaction on the pro forma tax (provision) benefit related to the tax benefit related to ProQuest's historical pretax losses that previously could not be recognized due to the need for a valuation allowance.
The following table summarizes the pro forma adjustments related to the purchase price allocation:
| Estimated fair value of identified intangible assets | $ | 3,528,000 | |||
| Pre-existing ProQuest intangible assets | 365,700 | ||||
Pro forma adjustment(1) | $ | 3,162,300 | |||
| Estimated fair value of goodwill | $ | 1,722,231 | |||
| Pre-existing ProQuest goodwill | 629,100 | ||||
Pro forma adjustment(2) | $ | 1,093,131 | |||
| Estimated fair value of operating lease right-of-use assets | $ | 60,500 | |||
| Pre-existing ProQuest operating lease right-of-use assets | — | ||||
Pro forma adjustment(3) | $ | 60,500 | |||
| Estimated fair value of current portion of operating lease liability | $ | 8,800 | |||
| Pre-existing ProQuest current portion of operating lease liability | — | ||||
Pro forma adjustment(4) | $ | 8,800 | |||
| Estimated fair value of long-term portion of operating lease liability | $ | 52,900 | |||
| Pre-existing ProQuest long-term portion of operating lease liability | — | ||||
Pro forma adjustment(4) | $ | 52,900 | |||
| Estimated fair value of current portion of deferred revenues | $ | 272,300 | |||
| Pre-existing ProQuest current portion of deferred revenues | 363,000 | ||||
Pro forma adjustment(5) | $ | (90,700) | |||
| Estimated fair value of non-current portion of deferred revenues | $ | 5,900 | |||
| Pre-existing ProQuest non-current portion of deferred revenues | 7,900 | ||||
Pro forma adjustment(6) | $ | (2,000) | |||
(1) Reflects the adjustment to record the preliminary estimated fair value of intangible assets of $3,162,300, which represents an increase over ProQuest’s net book value of intangible assets of $365,700 prior to the acquisition. The estimated fair values of identifiable intangible assets are preliminary and are determined based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The final fair value determinations for identifiable intangible assets may differ from this preliminary determination, and such differences could be material. The intangible assets acquired primarily consist of the following:
| Estimated Fair Value | Remaining Range of Years | ||||||||||
| Customer relationships | $ | 2,773,000 | 17-23 | ||||||||
| Technology & databases | 709,300 | 5-17 | |||||||||
| Trademarks | 45,700 | 2-10 | |||||||||
| Total | $ | 3,528,000 | |||||||||
(2) Reflects the preliminary estimated fair value adjustment to goodwill of $1,093,131 comprised of the elimination of ProQuest’s historical goodwill balance of $629,100 offset by $1,722,231 of goodwill resulting from the acquisition. Goodwill resulting from the acquisition represents the excess of estimated acquisition consideration over the preliminary fair value of the underlying tangible and identifiable intangible assets acquired and liabilities assumed. The estimated goodwill to be recognized is attributable primarily to expected synergies, expanded market opportunities, and other benefits that Clarivate believes will result from the acquisition ProQuest. The goodwill created in the acquisition is not expected to be deductible for tax purposes and is subject to revisions as the purchase price allocation is completed, which could be material.
(3) Reflects the preliminary estimated fair value adjustment to record operating lease right-of-use assets of $60,500 to reflect the adoption of ASC 842 on the opening balance sheet of ProQuest.
(4) Reflects the preliminary estimated fair value adjustment to record the current portion and long-term portion of operating lease liability of $8,800 and $52,900, respectively, to reflect the adoption of ASC 842 on the opening balance sheet of ProQuest.
(5) Reflects the preliminary estimated fair value adjustment and decrease of $90,700 to the current portion of deferred revenue acquired in the ProQuest acquisition, resulting in a corresponding decrease to revenues, net in the year ended December 31, 2020 and a decrease of $975 for the nine months ended September 30, 2021 in the unaudited pro forma condensed combined statement of operations. In the fourth quarter of 2021, Clarivate plans to early adopt FASB ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" 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 will be applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to the fiscal year 2021. As a result, the ASC 805 pro forma financial information presented in the Form 10-K will be on a different accounting basis than the S-X Article 11-01 pro forma information presented in this Form 8-K/A.
(6) Reflects the preliminary estimated fair value adjustment and decrease of $2,000 to the non-current portion of deferred revenue acquired in the ProQuest acquisition as a result of fair value purchase accounting.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020, and the nine months ended September 30, 2021, give effect to the ProQuest acquisition as if it occurred on January 1, 2020.
All amortization adjustments related to identified intangible assets as a result of the ProQuest acquisition are recorded to Amortization expense. The estimated amortization expense was computed using the straight-line method based on an estimated useful life of the identifiable definite-lived intangible assets.
The fair value of intangible assets, as well as estimated useful lives, if any, remains subject to change and will be allocated as of the closing date and subject to change during the measurement period that does not exceed twelve months. Any resulting change in the fair value would have a direct impact to amortization expense, which could be material.
| Amortization Estimate | |||||||||||
| Nine Months Ended September 30, 2021 | Year Ended December 31, 2020 | ||||||||||
| Customer relationships | $ | 92,473 | $ | 123,296 | |||||||
| Technology & databases | 41,052 | 54,737 | |||||||||
| Trademarks | 4,667 | 6,222 | |||||||||
| Total | $ | 138,192 | $ | 184,255 | |||||||
| Eliminate historical amortization expense | (64,100) | (116,900) | |||||||||
| Pro forma amortization adjustment | $ | 74,092 | $ | 67,355 | |||||||
(f)Represents the elimination of the derivative asset and liability of $1,400 and $23,700, respectively, associated with the ProQuest interest rate swaps.
(g)Represents the elimination of ProQuest historical long-term debt of $903,000 which was paid at the closing of the ProQuest acquisition, and the removal of associated interest expense included in its statements of operations.
| Nine Months Ended September 30, 2021 | Year Ended December 31, 2020 | ||||||||||
| Eliminate historical interest expense | $ | 34,000 | $ | 45,900 | |||||||
| Eliminate historical (gains) losses for interest rate swap | (13,500) | 23,100 | |||||||||
| Eliminate historical amortization of deferred financing costs | 2,000 | 2,500 | |||||||||
| Total | $ | 22,500 | $ | 71,500 | |||||||
(h)Represents the elimination of historical ProQuest member’s equity and accumulated other comprehensive loss, an adjustment to reflect the shares issued to the owners of ProQuest reflected in the ordinary shares, and an adjustment to reflect the estimated transaction costs as part of the estimated purchase price consideration for ProQuest.
| Member's equity | Ordinary shares | Accumulated Other Comprehensive Loss | Accumulated Deficit | ||||||||||||||||||||
Shares issued to ProQuest owners(1) | $ | — | $ | 1,094,901 | $ | — | $ | — | |||||||||||||||
Elimination of historical shareholders' equity(2) | 191,000 | — | 10,900 | (22,383) | |||||||||||||||||||
| $ | 191,000 | $ | 1,094,901 | $ | 10,900 | $ | (22,383) | ||||||||||||||||
(1) Represents an adjustment for the issuance of shares to the ProQuest owners.
(2) Represents the elimination of historical ProQuest member’s equity, an adjustment to eliminate other comprehensive losses associated with foreign currency translation adjustments in connection with purchase accounting, and an adjustment to accumulated deficit to reflect the $38,875 of estimated transaction costs, excluding the $50,000 bridge commitment and structuring fees recognized as a financing adjustment, offset by $16,492 for the tax benefit related to ProQuest's historical pretax losses that previously could not be recognized due to the need for a valuation allowance.
(i)Represents the tax effects of pro forma adjustments. The following table summarizes the pro forma adjustments related to the historical ProQuest deferred tax balances:
| Estimated fair value of deferred tax liabilities | $ | 23,891 | ||||||
| Pre-existing ProQuest deferred tax liabilities | (16,900) | |||||||
| Pro forma adjustment | $ | 6,991 | ||||||
The following table summarizes the pro forma adjustments related to the historical ProQuest (provision) benefit for income taxes:
| Nine Months Ended September 30, 2021 | Year Ended December 31, 2020 | ||||||||||
Tax effect of the pro forma adjustments based on the estimated blended statutory income tax rate of 7.5%(1) | $ | 543 | $ | 1,161 | |||||||
Historical deferred tax liability removed for valuation allowance(2) | — | 16,492 | |||||||||
| Pro forma adjustment | $ | 543 | $ | 17,653 | |||||||
(1) Represents adjustments to income tax benefit for the impact of the pro forma adjustments using an estimated blended statutory income tax rate of 7.5% for ProQuest for both the nine months ended September 30, 2021 and for the year ended December 31, 2020. The estimated blended statutory income tax rate was based upon the geographical split of the business and the respective tax rates for the jurisdictions. The actual effective tax rate of Clarivate may differ materially from the pro forma tax rates due to, among other factors, changes in tax laws, the impact of permanent tax differences, income tax reserves determined in connection with the acquisition and tax planning.
(2) Represents an adjustment to the pro forma income statement to reflect the effect of the transaction on the pro forma tax (provision) benefit related to the tax benefit related to ProQuest's historical pretax losses that previously could not be recognized due to the need for a valuation allowance.
7
4. Financing Adjustments
DRG Acquisition
(j) Represents adjustments to interest expense related to the following:
Year Ended December 31, 2020 | |||||
Estimated interest expense on new financing (1) | $ | (2,944) | |||
Elimination of historical interest expenses (2) | 2,801 | ||||
Amortization of deferred financing costs (3) | (42) | ||||
Remove historical DRG amortization of deferred financing costs (4) | 3,822 | ||||
| Total pro forma adjustment to interest expense | $ | 3,637 | |||
(1)In connection with the DRG Transactions, the Company incurred an incremental $360,000 of term loans under its term loan facility to fund a portion of the acquisition of DRG and to pay related fees and expenses. The incremental term loan borrowings are covered by the same terms and covenant requirements of the Company's existing term loan facility. The estimated interest rates and adjustments are based on historical LIBOR rates and estimated interest rate spreads based on the terms of the Company's executed debt agreement.
(2)Represents the elimination of DRG’s historical interest expense included in its statements of operations as a result of the extinguishment of DRG’s debt upon consummation of the DRG Transactions.
(3)Represents the amortization of estimated deferred financing costs in connection with the Company’s incremental $360,000 term loan.
(4)Represents the elimination of historical amortization of deferred financing costs included in DRG’s statements of operations.
CPA Global Acquisition
(k) Represents adjustments to interest expense related to the following:
Year Ended December 31, 2020 | |||||
Estimated interest expense on new financing (1) | $ | (52,155) | |||
Elimination of historical interest expenses (2) | 9,877 | ||||
Amortization of deferred financing costs (3) | (3,298) | ||||
| Total pro forma adjustment to interest expense | $ | (45,576) | |||
(1)In connection with the CPA Global acquisition the Company incurred $1,600,000 of incremental term loans, excluding deferred financing fees of $36,000, under its term loan facility. The incremental term loan borrowings are covered by the same terms and covenant requirements of the Company's existing term loan facility. The estimated interest rates and adjustments are based on historical LIBOR rates and estimated interest rate spreads based on the terms of the Company's executed debt agreement.
(2)Represents the elimination of CPA Global’s historical interest expense included in its statements of operations as a result of the extinguishment of CPA Global's debt upon consummation of the CPA Global Transaction.
(3)Represents the amortization of estimated deferred financing costs in connection with the Company’s incremental $1,600,000 term loan.
ProQuest Acquisition
(l) Represents adjustments to financing related costs included in the historical Clarivate condensed consolidated balance sheet, including reclassifications to cash and cash equivalents from restricted cash, and from the current portion of long-term debt to long-term debt, related to private placement offerings and subsequent exchange offerings involving our Senior Secured Notes due 2028 and Senior Notes due 2029 following financing activities associated with the Transactions:
| September 30, 2021 | |||||
| Reclassification of cash proceeds from long-term debt held in segregated escrow accounts as of September 30, 2021 | $ | 1,842,576 | |||
| Payment of bridge commitment and structuring fees contingent upon consummation of the acquisition | (50,000) | ||||
| Discount on debt for the underwriter's fee contingent upon consummation of the acquisition | (25,336) | ||||
| Pro forma cash and cash equivalents adjustment | $ | 1,767,240 | |||
| Reclassification of cash proceeds from long-term debt held in segregated escrow accounts as of September 30, 2021 | $ | (1,842,576) | |||
| Pro forma restricted cash adjustment | $ | (1,842,576) | |||
Reclassification of long-term debt in accordance with the escrow conditions, net of $7,471 of deferred financing costs(1) | $ | (1,837,027) | |||
| Pro forma current portion of long-term debt adjustment | $ | (1,837,027) | |||
Reclassification of long-term debt in accordance with the escrow conditions, net of $7,471 of deferred financing costs(1) | $ | 1,837,027 | |||
| Discount on debt for the underwriter's fee contingent upon consummation of the acquisition | (25,336) | ||||
| Pro forma long-term debt adjustment | $ | 1,811,691 | |||
(1) Of the $7,471 in deferred financing costs, approximately $1,922 of these costs have been amortized for the nine months ended September 30, 2021 within the Clarivate financial statements.
(m) Represents adjustments to interest expense related to the following:
| Nine Months Ended September 30, 2021 | Year Ended December 31, 2020 | ||||||||||
Interest expense on new financings(1) | $ | (38,860) | $ | (80,614) | |||||||
Amortization of deferred financing costs(2) | (3,030) | (4,373) | |||||||||
Bridge commitment fees in connection with the new notes(3) | — | (50,000) | |||||||||
| Pro forma amortization adjustment | $ | (41,890) | $ | (134,987) | |||||||
(1) Represents interest expense associated with the $921,177 aggregate principal amount of our 3.875% New Secured Notes; and $921,399 aggregate principal amount of our 4.875% New Unsecured Notes. The Company recognized $27,678 of interest expense for the nine months ended September 30, 2021 within the historical financial statements, inclusive of $5,000 in bridge structuring fees and approximately $1,922 of amortized deferred financing costs.
(2) Represents the amortization of estimated deferred financing costs in connecting with the issuance of the New Notes.
(3) Represents the bridge commitment and structuring fees on long-term debt contingent upon the consummation of the acquisition.
(n) Represents adjustments to dividends on preferred shares related to the following:
| Nine Months Ended September 30, 2021 | Year Ended December 31, 2020 | ||||||||||
Dividends on our convertible preferred shares at an annual rate of 5.25%(1) | $ | (34,171) | $ | (75,469) | |||||||
| Pro forma dividends on preferred shares adjustment | $ | (34,171) | $ | (75,469) | |||||||
(1) On June 14, 2021, we completed and underwritten public offering of 14,375,000 of our 5.25% Series A Mandatory Convertible Preferred Shares ("MCPS") which included 1,875,000 of our mandatory convertible preferred shares that the underwriters purchased pursuant to their option to purchase additional shares. Dividends on our convertible preferred shares are payable at an annual rate of 5.25% of the liquidation preference of $100.00 per share. The Company recognized $22,431 of dividends on preferred shares for the nine months ended September 30, 2021 within the historical financial statements.
(o) The pro forma basic and diluted earnings per share calculations are based on the basic and diluted weighted average shares of Clarivate ordinary shares plus ordinary shares issued by Clarivate as equity consideration in connection with the ProQuest Transaction. The pro forma basic and diluted weighted average shares outstanding are a combination of the historical weighted average shares of Clarivate ordinary shares and the ordinary share impact of the equity consideration.
Weighted average shares outstanding are as follows:
| Nine Months Ended September 30, 2021 | Year Ended December 31, 2020 | ||||||||||
| Historical weighted average shares outstanding - basic and diluted | 616,135,071 | 427,023,558 | |||||||||
| Equity consideration in connection with the ProQuest Transactions | 46,910,923 | 46,910,923 | |||||||||
Equity consideration in connection with the Primary Offering(1) | 19,230,769 | 28,846,154 | |||||||||
| Pro forma weighted average shares outstanding - basic and diluted | 682,276,763 | 502,780,635 | |||||||||
(1) On June 14, 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). Approximately one-third of the impact of the Primary Offering is reflected in Clarivate's historical basic and diluted weighted average shares outstanding for the nine months ended September 30, 2021, with the remaining impact representing a pro forma financing adjustment. The full impact of the Primary Offering is reflected as a pro forma financing adjustment for the year ended December 31, 2020.
8