8-K
CLARIVATE PLC (CLVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
March 1, 2023
Date of Report (date of earliest event reported)
CLARIVATE PLC
(Exact name of registrant as specified in its charter)
| Jersey, Channel Islands | |
|---|---|
| (State or other jurisdiction of incorporation or organization) | |
| 001-38911 | |
| (Commission File Number) | |
| N/A | |
| (I.R.S. Employer Identification No.) | |
| 70 St. Mary Axe | |
| London | EC3A 8BE |
| United Kingdom | |
| (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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, no par value | CLVT | New York Stock Exchange |
| 5.25% Series A Mandatory Convertible Preferred Shares, no par value | CLVT PR A | New York Stock Exchange |
| Series B Preferred Stock Purchase Rights | - | New York Stock Exchange |
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 2.02. Results of Operations and Financial Condition.
On March 1, 2023, Clarivate Plc (the “Company”) issued a press release announcing earnings for the fourth quarter and year-ended December 31, 2022. The press release has been furnished with this Form 8-K as Exhibit 99.1 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 2.02, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as otherwise expressly stated in such filing.
Item 7.01. Regulation FD Disclosure.
On March 1, 2023, the Company posted to its website supplemental information related to revenue, earnings and guidance. The supplemental information has been furnished with this Current Report on Form 8-K as Exhibit 99.2 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 7.01, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| No. | Description |
|---|---|
| 99.1 | Press release issued by Clarivate Plc dated March 01, 2023 |
| 99.2 | Supplemental Information dated March 01, 2023 |
| 104 | The cover page from the Company's Current Report on Form 8-K dated March 1, 2023, 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: March 1, 2023 | By: /s/ Jonathan M. Collins |
| Name: Jonathan M. Collins | |
| Executive Vice President & Chief Financial Officer |
Document
Clarivate Reports Fourth Quarter and Full Year 2022 Results
— Provides 2023 Outlook —
London, UK -- March 1, 2023 Clarivate Plc - (NYSE: CLVT) (the “Company” or “Clarivate”), a global leader in connecting people and organizations to intelligence they can trust, today reported results for the fourth quarter and full year ended December 31, 2022.
Fourth Quarter 2022 Financial Highlights
•Revenues of $675.3 million increased 20.4%, and 25.2% at constant currency(1), driven primarily by the acquisition of ProQuest
•Organic revenues(1) increased 0.5% as increases in subscription revenues of 2.5% and re-occurring revenues of 2.5% were partially offset by a decline in transactional and other revenues of 5.9%
•Net income attributable to ordinary shares was $304.3 million compared to Net loss attributable to ordinary shares of $130.4 million in the prior year quarter driven by the gain from the MarkMonitor divestiture; Net income per diluted share of $0.44 increased by $0.64
•Adjusted Net Income(1) of $164.0 million increased 0.5%; Adjusted Income per diluted share(1) of $0.22 decreased 4.3% or $0.01
•Adjusted EBITDA(1) of $304.4 million increased 18.6% driven by earnings contributions from acquisitions, organic growth and cost savings from integration programs; Adjusted EBITDA Margin(1) of 45.1% decreased 70 basis points
Full Year 2022 Financial Highlights
•Revenues of $2,659.8 million increased 41.7%, and 46.9% at constant currency(1), driven primarily by the acquisition of ProQuest
•Organic revenues(1) increased 2.6% as increases in subscription revenues of 3.4% and re-occurring revenues of 5.2% were partially offset by a decline in transactional and other revenues of 2.7%
•Net loss attributable to ordinary shares of $4,035.6 million increased $3,723.6 million due to the $4,449.1 million non-cash impairment of goodwill; Net loss per diluted share of $6.24 increased by $5.63
•Adjusted Net Income(1) of $628.0 million increased 30.4%; Adjusted Income per diluted share(1) of $0.85 increased 18.1% or $0.13
•Adjusted EBITDA(1) of $1,112.7 million increased 39.0% and Adjusted EBITDA Margin(1) of 41.8% decreased 80 basis points
•Cash Flows from Operations increased $185.5 million to $509.3 million; Adjusted Free Cash Flow(1) increased $62.4 million to $521.8 million
“2022 was a pivotal year for Clarivate as we made progress on many fronts and transitioned the company for future achievements,” said Jonathan Gear, Chief Executive Officer. “We aligned our three operating segments to drive stronger performance and unlock value, and we refined our growth acceleration framework in order to capitalize on product and service innovation. Our organic growth plan is now better positioned to capture a larger piece of the $25 billion global market that we service. We look forward to updating you on our progress and long-range plan for growth at our upcoming Investor Day in New York on March 9.”
Selected Financial Information
The results for the fourth quarter and full year 2022 include contributions from our 2021 acquisitions of ProQuest, Patient Connect, and Bioinfogate, compared to one month from ProQuest and Patient Connect (December 2021) and four months from Bioinfogate (August 2021) in the respective prior year periods.
| Three Months Ended December 31, | Change | Year Ended December 31, | Change | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except percentages and per share data), (unaudited) | 2022 | 2021 | % | 2022 | 2021 | % | ||||||||
| Revenues, net | $ | 675.3 | $ | 560.7 | 20.4 | % | $ | 2,659.8 | $ | 1,876.9 | 41.7 | % | ||
| Net income (loss) attributable to ordinary shares | $ | 304.3 | $ | (130.4) | 333.4% | $ | (4,035.6) | $ | (312.0) | N/M | ||||
| Net income (loss) per share, diluted | $ | 0.44 | $ | (0.20) | 320.0% | $ | (6.24) | $ | (0.61) | N/M | ||||
| Weighted-average ordinary shares (diluted) | 731.0 | 654.9 | — | 11.6 | % | 678.6 | 640.8 | — | 5.9 | % | ||||
| Adjusted EBITDA(1) | $ | 304.4 | $ | 256.6 | 18.6 | % | $ | 1,112.7 | $ | 800.4 | 39.0 | % | ||
| Adjusted net income(1) | $ | 164.0 | $ | 163.2 | 0.5 | % | $ | 628.0 | $ | 481.7 | 30.4 | % | ||
| Adjusted diluted EPS(1) | $ | 0.22 | $ | 0.23 | (4.3) | % | $ | 0.85 | $ | 0.72 | 18.1 | % | ||
| Adjusted weighted-average ordinary shares (diluted)(2) | 731.2 | 714.0 | — | 2.4 | % | 737.1 | 670.4 | — | 10.0 | % | ||||
| Net cash provided by operating activities | $ | 136.9 | $ | 18.3 | 648.1 | % | $ | 509.3 | $ | 323.8 | 57.3 | % | ||
| Free cash flow(1) | $ | 90.5 | $ | (14.1) | 741.8 | % | $ | 306.4 | $ | 205.2 | 49.3 | % | ||
| Adjusted free cash flow(1) | $ | 107.1 | $ | 143.8 | (25.5) | % | $ | 521.8 | $ | 459.4 | 13.6 | % | ||
| (Amounts in tables may not sum due to rounding) | ||||||||||||||
| (1) Non-GAAP measure. Please see “Reconciliation to Certain Non-GAAP measures” in this earnings release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings release. | ||||||||||||||
| (2) Calculated assuming a net income position compared to a net loss position on the statement of operations for calculating Adjusted diluted EPS. |
All values are in US Dollars.
Fourth Quarter 2022 Operating Results
Revenues, net for the fourth quarter increased $114.6 million, or 20.4%, to $675.3 million, and increased 25.2% on a constant currency basis(1). The significant strengthening of the U.S. dollar had a negative foreign exchange impact on revenue of 4.7% for the fourth quarter of 2022. Organic revenues(1) increased $2.5 million or 0.5%, which was partially offset by our decision to cease commercial operations in Russia in March.
Subscription revenues for the fourth quarter increased $93.6 million, or 30.6%, to $399.1 million, and increased 35.2% on a constant currency basis(1), primarily driven by the acquisition of ProQuest. Organic subscription revenues(1) increased 2.5%, primarily due to price increases and the benefit of net installations.
Re-occurring revenues for the fourth quarter decreased $6.9 million, or 5.8% to $112.7 million, and increased 2.5% on a constant currency basis(1). Organic re-occurring revenues(1) increased 2.5%, primarily due to increases in patent renewal volumes and improvements in yield per case.
Transactional and other revenues for the fourth quarter increased $28.5 million, or 21.1%, to $163.6 million, and increased 23.1% on a constant currency basis(1), primarily due to the acquisition of ProQuest. Organic transactional and other revenues(1) decreased 5.9%, due to lower transactional sales and consulting services revenue.
Full Year 2022 Operating Results
Revenues, net for the full year 2022 increased $782.9 million, or 41.7%, to $2,659.8 million, and increased 46.9% on a constant currency basis(1). The significant strengthening of the U.S. dollar had a negative foreign
exchange impact on revenue of 5.2% for the full year 2022. Organic revenues(1) increased $47.8 million or 2.6%. Organic revenue was slightly impacted by our decision to cease commercial operations in Russia in March 2022.
Subscription revenues for the full year 2022 increased $585.4 million, or 56.6%, to $1,619.8 million, and increased 61.4% on a constant currency basis(1), primarily driven by the acquisition of ProQuest. Organic subscription revenues(1) increased 3.4%, primarily due to price increases and the benefit of net installations.
Re-occurring revenues for the full year 2022 decreased $11.3 million, or 2.5% to $441.9 million, and increased 5.2% on a constant currency basis(1). Organic re-occurring revenues(1) increased 5.2%, primarily due to increases in patent renewal volumes and improvements in yield per case.
Transactional and other revenues for the full year 2022 increased $205.8 million, or 52.3%, to $599.1 million, and increased 55.4% on a constant currency basis(1), primarily due to the acquisition of ProQuest. Organic transactional and other revenues(1) decreased 2.7%, due to lower trademarks transactional volumes and patent filing revenue.
Balance Sheet and Cash Flow
As of December 31, 2022, cash and cash equivalents of $348.8 million decreased $82.1 million compared to December 31, 2021, driven by principal payments on the Term Loan Facility, repurchases of ordinary shares, and higher capital expenditures, partially offset by the proceeds from the MarkMonitor divestiture. Restricted cash decreased $148.7 million to $8.0 million, compared to December 31, 2021 primarily due to 2022 first quarter employee payroll payments related to the CPA Global Equity Plan. The payments were funded by the December 2021 sale of shares held in the Employee Benefit Trust established for the CPA Global Equity Plan.
The Company's total debt outstanding as of December 31, 2022 was $5,071.3 million, a decrease of $495.9 million compared to December 31, 2021.
Net cash provided by operating activities of $509.3 million for the year ended December 31, 2022 increased $185.5 million compared to $323.8 million for the prior year, primarily due to higher earnings excluding the non-cash goodwill impairment charge, as well as working capital timing. Adjusted free cash flow(1) for the year ended December 31, 2022, was $521.8 million, an increase of $62.4 million compared to the prior year period.
Outlook for 2023 (forward-looking statement)
“Our 2023 outlook reflects improved organic growth as we begin to benefit from operational initiatives across the segments, which will be partially offset by the divestiture of MarkMonitor in November 2022,” said Jonathan Collins, Executive Vice President and Chief Financial Officer. “We currently expect to generate significantly higher free cash flow as a result of lower one-time costs even with increased capital investments to fuel product innovation.”
The full year outlook presented below assumes no further acquisitions, divestitures, or unanticipated events.
| 2023 Outlook | |
|---|---|
| Revenues | $2.63B to $2.73B |
| Organic Revenue Growth | 2.75% to 3.75% |
| Adjusted EBITDA | $1.10B to $1.16B |
| Adjusted EBITDA Margin | 42.0% to 42.5% |
| Adjusted Diluted EPS(3) | $0.75 to $0.85 |
| Free Cash Flow | $450M to $550M |
(3) Adjusted Diluted EPS for 2023 is calculated based on approximately 740 million fully diluted weighted average shares outstanding.
The outlook includes Non-GAAP measures. Please see "Reconciliation to Certain Non-GAAP measures" presented below for important disclosure and reconciliations of these financial measures to the most directly comparable GAAP measures. These terms are defined elsewhere in this earnings press release.
Conference Call and Webcast
Clarivate will host a conference call and webcast today to review the results for the fourth quarter at 9:00 a.m. Eastern Time. The conference call will be simultaneously webcast on the Investor Relations section of the company’s website.
Interested parties may access the live audio broadcast by dialing +1 (844) 200-6205 in the United States, +1 (929) 526-1599 for international, and +1 (833) 950-0062 in Canada. The conference ID number is 217723. The webcast can be accessed at https://events.q4inc.com/attendee/352264749 and will be available for replay.
Use of Non-GAAP Financial Measures
Non-GAAP results are not presentations made in accordance with U.S. generally accepted accounting principles ("GAAP") and are presented only as a supplement to our financial statements based on GAAP. Non-GAAP financial information is provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP. They are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP.
We use non-GAAP measures in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations, and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of GAAP financial disclosures. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.
Definitions and reconciliations of non-GAAP measures, such as Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free Cash Flow, Standalone Adjusted EBITDA, organic revenue, organic subscription revenue, organic re-occurring revenue and organic transactional and other revenue to the most directly comparable GAAP measures are provided within the schedules attached to this release. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all.
We calculate constant currency by converting the non-U.S. dollar income statement balances for the most current year to U.S. dollars by applying the average exchange rates of the preceding year.
Forward-Looking Statements
This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the impact of inflation, the impact of foreign currency fluctuations, the COVID-19 pandemic and governmental responses thereto, international hostilities, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.
About Clarivate
Clarivate™ is a leading global information services provider. We connect people and organizations to intelligence they can trust to transform their perspective, their work and our world. Our subscription and technology-based solutions are coupled with deep domain expertise and cover the areas of Academia & Government, Life Sciences & Healthcare and Intellectual Property. For more information, please visit clarivate.com.
Consolidated Balance Sheets
(In millions, except share and per share data)
(unaudited)
| December 31, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 348.8 | $ | 430.9 |
| Restricted cash | 8.0 | 156.7 | ||
| Accounts receivable, net | 872.1 | 906.4 | ||
| Prepaid expenses | 89.4 | 76.6 | ||
| Other current assets | 76.9 | 66.6 | ||
| Total current assets | 1,395.2 | 1,637.2 | ||
| Property and equipment, net | 54.5 | 83.8 | ||
| Other intangible assets, net | 9,437.7 | 10,392.4 | ||
| Goodwill | 2,876.5 | 7,904.9 | ||
| Other non-current assets | 97.9 | 50.8 | ||
| Deferred income taxes | 24.2 | 27.9 | ||
| Operating lease right-of-use assets | 58.9 | 86.0 | ||
| Total Assets | $ | 13,944.9 | $ | 20,183.0 |
| Liabilities and Shareholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 101.4 | $ | 129.2 |
| Accrued compensation | 132.1 | 150.6 | ||
| Accrued expenses and other current liabilities | 352.1 | 529.0 | ||
| Current portion of deferred revenues | 947.5 | 1,030.4 | ||
| Current portion of operating lease liability | 25.7 | 32.2 | ||
| Current portion of long-term debt | 1.0 | 30.6 | ||
| Total current liabilities | 1,559.8 | 1,902.0 | ||
| Long-term debt | 5,005.0 | 5,456.3 | ||
| Warrant liabilities | 21.0 | 227.8 | ||
| Non-current portion of deferred revenues | 38.5 | 54.2 | ||
| Other non-current liabilities | 119.1 | 142.7 | ||
| Deferred income taxes | 316.1 | 380.1 | ||
| Operating lease liabilities | 72.9 | 94.0 | ||
| Total liabilities | 7,132.4 | 8,257.1 | ||
| Commitments and contingencies | ||||
| Shareholders’ equity: | ||||
| Preferred Shares, no par value; 14,375,000 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14,375,000 shares issued and outstanding as of both December 31, 2022 and December 31, 2021 | 1,392.6 | 1,392.6 | ||
| Ordinary Shares, no par value; unlimited shares authorized at December 31, 2022 and December 31, 2021; 674,408,668 and 683,139,210 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 11,744.7 | 11,827.9 | ||
| Treasury shares, at cost; 0 and 547,136 shares as of December 31, 2022 and December 31, 2021, respectively | — | (16.9) | ||
| Accumulated other comprehensive (loss) income | (665.9) | 326.7 | ||
| Accumulated deficit | (5,658.9) | (1,604.4) | ||
| Total shareholders’ equity | 6,812.5 | 11,925.9 | ||
| Total Liabilities and Shareholders’ Equity | $ | 13,944.9 | $ | 20,183.0 |
| Consolidated Statement of Operations | ||||
| --- | --- | --- | --- | --- |
| (In millions, except per share data) | ||||
| (unaudited) | ||||
| Three Months Ended December 31, | ||||
| 2022 | 2021 | |||
| Revenues, net | $ | 675.3 | $ | 560.7 |
| Operating expenses: | ||||
| Cost of revenues | 237.0 | 187.8 | ||
| Selling, general and administrative costs | 180.6 | 184.2 | ||
| Depreciation and amortization | 188.8 | 145.2 | ||
| Restructuring and impairment | 9.8 | 3.8 | ||
| Goodwill impairment | 0.5 | — | ||
| Other operating (income) expense, net | (259.9) | 7.8 | ||
| Total operating expenses | 356.8 | 528.8 | ||
| Income (loss) from operations | 318.5 | 31.9 | ||
| Mark to market (gain) loss on financial instruments | (4.1) | 31.9 | ||
| Interest expense and amortization of debt discount, net | 77.0 | 111.3 | ||
| Income (loss) before income taxes | 245.6 | (111.3) | ||
| (Benefit) provision for income taxes | (77.8) | 0.1 | ||
| Net income (loss) | 323.4 | (111.4) | ||
| Dividends on preferred shares | 19.1 | 19.1 | ||
| Net income (loss) attributable to ordinary shares | $ | 304.3 | $ | (130.4) |
| Per share: | ||||
| Basic | $ | 0.45 | $ | (0.20) |
| Diluted | $ | 0.44 | $ | (0.20) |
| Weighted average shares used to compute earnings per share: | ||||
| Basic | 674.2 | 654.9 | ||
| Diluted | 731.0 | 654.9 |
Consolidated Statement of Operations
(In millions, except per share data)
(unaudited)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Revenues, net | $ | 2,659.8 | $ | 1,876.9 |
| Operating expenses: | ||||
| Cost of revenues | 954.0 | 626.1 | ||
| Selling, general and administrative costs | 729.9 | 643.0 | ||
| Depreciation and amortization | 710.5 | 537.8 | ||
| Restructuring and impairment | 66.7 | 129.5 | ||
| Goodwill impairment | 4,449.1 | — | ||
| Other operating (income) expense, net | (324.8) | 27.5 | ||
| Total operating expenses | 6,585.4 | 1,963.9 | ||
| Income (loss) from operations | (3,925.6) | (87.0) | ||
| Mark to market (gain) loss on financial instruments | (206.8) | (81.3) | ||
| Interest expense and amortization of debt discount, net | 270.3 | 252.5 | ||
| Income (loss) before income taxes | (3,989.1) | (258.2) | ||
| (Benefit) provision for income taxes | (28.9) | 12.3 | ||
| Net income (loss) | (3,960.2) | (270.5) | ||
| Dividends on preferred shares | 75.4 | 41.5 | ||
| Net income (loss) attributable to ordinary shares | $ | (4,035.6) | $ | (312.0) |
| Per share: | ||||
| Basic | $ | (5.97) | $ | (0.49) |
| Diluted | $ | (6.24) | $ | (0.61) |
| Weighted average shares used to compute earnings per share: | ||||
| Basic | 676.1 | 631.0 | ||
| Diluted | 678.6 | 640.8 |
Consolidated Statements of Cash Flows
(In millions)
(unaudited)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Cash Flows From Operating Activities | ||||
| Net loss | $ | (3,960.2) | $ | (270.5) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
| Depreciation and amortization | 710.5 | 537.8 | ||
| Deferred income taxes | (54.3) | (13.3) | ||
| Share-based compensation | 93.9 | 33.3 | ||
| Restructuring and impairment, including Goodwill | 4,478.5 | 48.2 | ||
| Loss (gain) on foreign currency forward contracts | 1.2 | 6.9 | ||
| Mark to market (gain) loss on contingent shares | — | (25.1) | ||
| Mark to market (gain) loss on financial instruments | (206.8) | (81.3) | ||
| Gain on sale from divestitures | (278.5) | — | ||
| Amortization of debt issuance costs | 16.4 | 13.2 | ||
| Other operating activities | (19.5) | 6.6 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | (28.3) | (64.1) | ||
| Prepaid expenses | (17.1) | 2.7 | ||
| Other assets | (45.4) | 27.7 | ||
| Accounts payable | (24.0) | 31.2 | ||
| Accrued expenses and other current liabilities | (114.4) | 85.9 | ||
| Deferred revenues | (9.3) | 0.2 | ||
| Operating lease right of use assets | 14.9 | 3.4 | ||
| Operating lease liabilities | (24.5) | (25.8) | ||
| Other liabilities | (23.8) | 6.8 | ||
| Net cash provided by operating activities | 509.3 | 323.8 | ||
| Cash Flows From Investing Activities | ||||
| Capital expenditures | (202.9) | (118.5) | ||
| Payments for acquisitions and cost method investments, net of cash acquired | (24.8) | (3,930.3) | ||
| Proceeds from divestitures, net of cash and restricted cash | 285.0 | 4.3 | ||
| Net cash provided by (used in) investing activities | 57.3 | (4,044.5) | ||
| Cash Flows From Financing Activities | ||||
| Proceeds from issuance of debt | — | 2,000.0 | ||
| Proceeds from revolving credit facility | — | 175.0 | ||
| Redemption of Notes not exchanged | — | (157.4) | ||
| Principal payments on term loan | (321.5) | (28.6) | ||
| Repayments of revolving credit facility | (175.0) | — | ||
| Payment of debt issuance costs and discounts | (2.1) | (32.5) | ||
| Proceeds from issuance of preferred shares | — | 1,392.6 | ||
| Proceeds from issuance of ordinary shares | — | 728.0 | ||
| Proceeds from issuance of treasury shares | 5.7 | 139.9 | ||
| Repurchases of ordinary shares | (175.0) | (159.4) | ||
| Cash dividends on preferred shares | (75.4) | (18.9) | ||
| Proceeds from stock options exercised | 0.9 | 18.6 | ||
| --- | --- | --- | --- | --- |
| Payments related to finance lease | (1.9) | (0.2) | ||
| Payments related to tax withholding for stock-based compensation | (14.9) | (24.9) | ||
| Net cash (used in) provided by financing activities | (759.2) | 4,032.2 | ||
| Effects of exchange rates | (38.2) | 3.7 | ||
| Net (decrease) increase in cash and cash equivalents | $ | (82.1) | $ | 173.1 |
| Net (decrease) increase in restricted cash | (148.7) | 142.1 | ||
| Net (decrease) increase in cash and cash equivalents, and restricted cash | (230.8) | 315.2 | ||
| Beginning of period: | ||||
| Cash and cash equivalents | $ | 430.9 | $ | 257.7 |
| Restricted cash | 156.7 | 14.7 | ||
| Total cash and cash equivalents, and restricted cash, beginning of period | 587.6 | 272.4 | ||
| End of period: | ||||
| Cash and cash equivalents | 348.8 | 430.9 | ||
| Restricted cash | 8.0 | 156.7 | ||
| Total cash and cash equivalents, and restricted cash, end of period | $ | 356.8 | $ | 587.6 |
| Supplemental Cash Flow Information: | ||||
| Cash paid for interest | $ | 251.5 | $ | 182.4 |
| Cash paid for income tax | $ | 63.7 | $ | 33.9 |
| Capital expenditures included in accounts payable | $ | 11.7 | $ | 8.7 |
| Non-Cash Financing Activities: | ||||
| Shares issued to Capri Acquisition Topco Limited | — | 5,052.2 | ||
| Retirement of treasury shares | (175.0) | (5,211.5) | ||
| Shares issued as contingent stock consideration associated with the DRG acquisition | — | 61.6 | ||
| Shares issued as contingent stock consideration associated with the CPA Global acquisition | — | 43.9 | ||
| Shares issued as dividends on our 5.25% Series A Mandatory Convertible Preferred Shares | — | 16.1 | ||
| Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares | 6.5 | 6.5 | ||
| Total Non-Cash Financing Activities | $ | (168.5) | $ | (31.2) |
Reconciliations to Certain Non-GAAP Measures
(Amounts in tables may not sum due to rounding)
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA represents net loss before the provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude the acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains (losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements, goodwill impairment and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues, net plus the impact of the deferred revenue purchase accounting adjustments relating to acquisitions prior to 2021.
The following table presents our calculation of Adjusted EBITDA for the three months ended and the years ended December 31, 2022 and 2021 and reconciles these measures to our Net income (loss) for the same periods:
| Three Months Ended December 31, | Year Ended<br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except percentages); (unaudited) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net income (loss) attributable to ordinary shares | $ | 304.3 | $ | (130.5) | $ | (4,035.6) | $ | (312.0) | ||||
| Dividends on preferred shares | 19.1 | 19.1 | 75.4 | 41.5 | ||||||||
| Net income (loss) | 323.4 | (111.4) | (3,960.2) | (270.5) | ||||||||
| Provision for income taxes | (77.8) | 0.1 | (28.9) | 12.3 | ||||||||
| Depreciation and amortization | 188.8 | 145.2 | 710.5 | 537.8 | ||||||||
| Interest expense and amortization of debt discount, net | 77.0 | 111.3 | 270.3 | 252.5 | ||||||||
| Deferred revenues adjustment(1) | 0.1 | (0.5) | 1.0 | 4.0 | ||||||||
| Transaction related costs(2) | 6.1 | 38.8 | 14.2 | 46.2 | ||||||||
| Share-based compensation expense | 22.3 | 31.8 | 102.2 | 139.6 | ||||||||
| Gain on sale from divestitures(3) | (278.5) | — | (278.5) | — | ||||||||
| Restructuring and impairment(4) | 9.8 | 3.8 | 66.7 | 129.5 | ||||||||
| Goodwill impairment | 0.5 | — | 4,449.1 | — | ||||||||
| Mark-to-market (gain) loss on financial instruments(5) | (4.1) | 31.9 | (206.8) | (81.3) | ||||||||
| Other(6) | 36.8 | 5.6 | (26.9) | 30.3 | ||||||||
| Adjusted EBITDA | $ | 304.4 | $ | 256.6 | $ | 1,112.7 | $ | 800.4 | ||||
| Adjusted EBITDA Margin | 45.1 | % | 45.8 | % | 41.8 | % | 42.6 | % | ||||
| (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. | ||||||||||||
| (2) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. The year ended 2021 also includes the mark-to-market adjustment (gains) on the contingent stock consideration associated with the CPA Global and DRG acquisitions. | ||||||||||||
| (3) Represents the net gain from the sale of the MarkMonitor Domain Management business. | ||||||||||||
| (4) Primarily reflects costs related to restructuring and impairment associated with the One Clarivate, ProQuest and CPA Global restructuring programs. | ||||||||||||
| (5) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. | ||||||||||||
| (6) Primarily reflects the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. |
Adjusted Net Income and Adjusted Diluted EPS
Adjusted Net Income is calculated using net income (loss), adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before the provision for income taxes, depreciation and amortization and interest income and expense from the divested business), amortization related to acquired intangible assets, share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains/(losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, the impact of certain non-cash mark-to-market adjustments on financial instruments, interest on debt held in escrow, goodwill impairment and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period, and the income tax impact of any adjustments. We calculate Adjusted Diluted EPS by using Adjusted Net Income divided by adjusted diluted weighted average shares for the period. The adjusted diluted weighted average shares assumed that all instruments in the calculation are dilutive.
The following tables presents our calculation of Adjusted Net Income and Adjusted Diluted EPS for the three months ended and the years ended December 31, 2022 and 2021 and reconciles these measures to our Net income (loss) and EPS for the same periods:
| Three Months Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | |||||||
| (in millions, except per share amounts); (unaudited) | Per Share | Amount | Per Share | ||||
| Net income (loss) attributable to ordinary shares, diluted | 323.4 | $ | 0.44 | $ | (130.4) | $ | (0.20) |
| Dividends on dilutive preferred shares(1) | 0.01 | — | — | ||||
| Net income (loss) attributable to ordinary shares | 0.45 | (130.4) | (0.20) | ||||
| Dividends on preferred shares | (0.01) | 19.1 | 0.03 | ||||
| Net income (loss) and EPS | 0.44 | (111.4) | (0.17) | ||||
| Deferred revenues adjustment(2) | — | (0.5) | — | ||||
| Transaction related costs(3) | 0.01 | 38.7 | 0.06 | ||||
| Share-based compensation expense | 0.03 | 31.8 | 0.05 | ||||
| Amortization related to acquired intangible assets | 0.19 | 117.4 | 0.18 | ||||
| Restructuring and impairment(4) | 0.01 | 3.8 | 0.01 | ||||
| Goodwill impairment | — | — | — | ||||
| Mark-to-market loss (gain) on financial instruments(5) | (0.01) | 31.9 | 0.05 | ||||
| Interest on new debt held in escrow(6) | — | 66.6 | 0.10 | ||||
| Other(7) | (0.32) | 5.6 | (0.02) | ||||
| Income tax impact of related adjustments | (0.13) | (20.7) | (0.03) | ||||
| Adjusted net income and Adjusted diluted EPS | 164.0 | $ | 0.22 | $ | 163.2 | $ | 0.23 |
| Adjusted weighted-average ordinary shares (Diluted) | 714.0 | ||||||
| (1) Reflects the dilutive impact of mandatory convertible preferred shares under the if-converted method during the period. | |||||||
| (2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. | |||||||
| (3) Includes costs incurred to complete business combination transactions, which was comprised of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs. | |||||||
| (4) Primarily reflects costs related to restructuring and impairment associated with the One Clarivate, ProQuest and CPA Global restructuring programs. | |||||||
| (5) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. | |||||||
| (6) Reflects interest expense incurred on secured and unsecured notes issued in 2021, while held in escrow pending the completion of the acquisition of ProQuest on December 1, 2021. Clarivate used the net proceeds to finance a portion of the purchase price and therefore considers this interest expense as part of the transaction costs associated with the acquisition. | |||||||
| (7) 2022 includes the (278.5) net gain from the sale of the MarkMonitor Domain Management business. The remaining amount primarily includes the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. |
All values are in US Dollars.
| Year Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| (in millions, except per share amounts); (unaudited) | Amount | Per Share | Amount | Per Share | ||||
| Net loss attributable to ordinary shares, diluted | $ | (4,233.2) | $ | (6.24) | $ | (393.3) | $ | (0.61) |
| Change in fair value of private placement warrants | 197.6 | 0.29 | 81.3 | 0.12 | ||||
| Net loss attributable to ordinary shares | (4,035.6) | (5.95) | (312.0) | (0.49) | ||||
| Dividends on preferred shares | 75.4 | 0.11 | 41.5 | 0.06 | ||||
| Net loss | (3,960.2) | (5.84) | (270.5) | (0.41) | ||||
| Deferred revenues adjustment(1) | 1.0 | — | 4.0 | 0.01 | ||||
| Transaction related costs(2) | 14.2 | 0.02 | 46.2 | 0.07 | ||||
| Share-based compensation expense | 102.2 | 0.15 | 139.6 | 0.21 | ||||
| Amortization related to acquired intangible assets | 579.6 | 0.85 | 450.5 | 0.67 | ||||
| Restructuring and impairment(3) | 66.7 | 0.10 | 129.5 | 0.19 | ||||
| Goodwill impairment | 4,449.1 | 6.56 | — | — | ||||
| Mark-to-market adjustment on financial instruments(4) | (206.8) | (0.30) | (81.3) | (0.12) | ||||
| Interest on debt held in escrow(5) | — | — | 95.8 | 0.14 | ||||
| Other(6) | (305.4) | (0.52) | 30.3 | 0.05 | ||||
| Income tax impact of related adjustments | (112.4) | (0.17) | (62.4) | (0.09) | ||||
| Adjusted net income and Adjusted diluted EPS | $ | 628.0 | $ | 0.85 | $ | 481.7 | $ | 0.72 |
| Adjusted weighted-average ordinary shares (Diluted) | 737.1 | 670.4 | ||||||
| (1-6) Refer to associated line item descriptions provided for the quarter-to-date table above. |
Free Cash Flow and Adjusted Free Cash Flow
Free cash flow is calculated using net cash provided by operating activities less capital expenditures. Adjusted free cash flow is calculated as free cash flow, less cash paid for restructuring and lease-exit activities, payments related to the CPA Global Equity Plan, transaction related costs, interest on debt held in escrow, debt issuance costs, and other one-time payments that the Company does not consider indicative of its ongoing operating performance.
The following table reconciles our non-GAAP free cash flow and Adjusted free cash flow measure to Net cash provided by operating activities:
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in millions); (unaudited) | 2022 | 2021 | 2022 | 2021 | ||||
| Net cash provided by operating activities | $ | 136.9 | $ | 18.3 | $ | 509.3 | $ | 323.8 |
| Capital expenditures | (46.4) | (32.3) | (202.9) | (118.5) | ||||
| Free cash flow | 90.5 | (14.1) | 306.4 | 205.2 | ||||
| Cash paid for CPA Global Equity Plan(1) | 6.0 | — | 156.7 | — | ||||
| Cash paid for restructuring costs(2) | 8.5 | 14.5 | 41.9 | 80.3 | ||||
| Cash paid for transaction related costs(3) | 1.5 | 57.0 | 13.4 | 78.2 | ||||
| Cash paid for other costs(4) | 0.6 | 0.1 | 3.4 | 1.6 | ||||
| Cash paid for debt issuance costs | — | 50.0 | — | 57.8 | ||||
| Cash paid for interest held in escrow(5) | — | 36.3 | — | 36.3 | ||||
| Adjusted free cash flow | $ | 107.1 | $ | 143.8 | $ | 521.8 | $ | 459.4 |
| (1) Includes cash funded by a trust related to CPA Global Equity Plan payout upon vesting. | ||||||||
| (2) Reflects cash payments for costs primarily related to restructuring and lease-exit activities associated with the One Clarivate, ProQuest and CPA Global restructuring programs. | ||||||||
| (3) Includes cash paid for costs incurred to complete business combination transactions, which are comprised of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs. | ||||||||
| (4) Includes cash paid for other costs that do not reflect our ongoing operating performance. | ||||||||
| (5) Reflects the portion of cash paid on interest expense incurred on secured and unsecured notes issued in 2021, while held in escrow pending the completion of the acquisition of ProQuest on December 1, 2021. Clarivate used the net proceeds to finance a portion of the purchase price and therefore considers this interest expense as part of the transaction costs associated with the acquisition. |
Required Reported Data
Standalone Adjusted EBITDA
We are required to report Standalone Adjusted EBITDA, which is identical to Consolidated EBITDA and EBITDA as such terms are defined under our credit facilities, dated as of October 31, 2019, and the indentures governing our secured notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of our subsidiaries, and the indentures governing the secured and unsecured notes issued by Clarivate Science Holdings Corporation in August 2021, respectively. In addition, the credit facilities and the indentures contain certain restrictive covenants that govern debt incurrence and the making of restricted payments, among other matters. These restrictive covenants utilize Standalone Adjusted EBITDA as a primary component of the compliance metric governing our ability to undertake certain actions otherwise proscribed by such covenants. Standalone Adjusted EBITDA reflects further adjustments to Adjusted EBITDA for cost savings already implemented.
Because Standalone Adjusted EBITDA is required pursuant to the terms of the reporting covenants under the credit facilities and the indentures and because this metric is relevant to lenders and noteholders, management considers Standalone Adjusted EBITDA to be relevant to the operation of its business.
Standalone Adjusted EBITDA is calculated under the credit facilities and the indentures by using our Consolidated Net Loss for the trailing 12-month period (defined in the credit facilities and the indentures as our U.S. GAAP net income adjusted for certain items specified in the credit facilities and the indentures) adjusted for items including: taxes, interest expense, depreciation and amortization, non-cash charges, including goodwill impairment, expenses related to capital markets transactions, acquisitions and dispositions, restructuring and business optimization charges and expenses, consulting and advisory fees, run-rate cost savings to be realized as a result of actions taken or to be taken in connection with an acquisition, disposition, restructuring or cost savings or similar initiatives, “run rate” expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the transition projected by us, costs related to any management or equity stock plan, other adjustments that were presented in the offering memorandum used in connection with the issuance of the secured notes due in 2026 and earnout obligations incurred in connection with an acquisition or investment.
The following table bridges Net loss to Adjusted EBITDA to Standalone Adjusted EBITDA, as Adjusted EBITDA reflects a substantial portion of the adjustments that comprise Standalone Adjusted EBITDA for the period presented:
| (in millions); (unaudited) | Year Ended December 31, 2022 | |
|---|---|---|
| Net loss attributable to ordinary shares | $ | (4,035.6) |
| Dividends on preferred shares | 75.4 | |
| Net loss | (3,960.2) | |
| Provision for income taxes | (28.9) | |
| Depreciation and amortization | 710.5 | |
| Interest expense and amortization of debt discount, net | 270.3 | |
| Deferred revenues adjustment(1) | 1.0 | |
| Transaction related costs(2) | 14.2 | |
| Share-based compensation expense | 102.2 | |
| Gain on sale from divestitures(3) | (278.5) | |
| Restructuring and impairment(4) | 66.7 | |
| Goodwill impairment | 4,449.1 | |
| Mark-to-market (gain) loss on financial instruments(5) | (206.8) | |
| Other(6) | (26.9) | |
| Adjusted EBITDA | $ | 1,112.7 |
| Realized foreign exchange gain | (14.3) | |
| Cost savings(7) | 41.2 | |
| Standalone Adjusted EBITDA | $ | 1,139.6 |
| (1-6) Refer to associated line item descriptions provided for the Adjusted EBITDA table for the year ended December 31, 2022 above. | ||
| (7) Reflects the estimated annualized run-rate cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the period (exclusive of any cost reductions in our estimated standalone operating costs), including synergies related to acquisitions. |
The foregoing adjustment (7) is an estimate and is not intended to represent pro forma adjustments presented within the guidance of Article 11 of Regulation S-X. Although we believe the estimate is reasonable, actual results may differ from the estimate, and any difference may be material. See cautionary statement regarding Forward-Looking Statements.
Annualized Contract Value (“ACV”) represents the annualized value for the next 12 months of subscription-based client license agreements, assuming that all expiring license agreements during that period are renewed at their current price level. We calculate ACV on a constant currency basis to exclude the effect of foreign currency fluctuations. The following table presents our Annualized Contract Value (“ACV”) as of the periods indicated.
| December 31, | Change | |||||
|---|---|---|---|---|---|---|
| (in millions, except percentages); (unaudited) | 2022 | 2021 | 2022 vs. 2021(1) | |||
| Annualized Contract Value | $ | 1,581.9 | $ | 1,611.8 | (1.9) | % |
| (1) The change in ACV is primarily due to the acquisition of ProQuest in December 2021 and the disposition of MarkMonitor in October 2022, supplemented by organic ACV growth of 2.6%. |
The following tables present the amounts of our subscription, re-occurring and transactional and other revenues, including as a percentage of our total revenues, for the periods indicated, as well as the drivers of the variances between periods.
| Variance Increase/(Decrease) | Percentage of Factors Increase/(Decrease) | |||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, | Total Variance<br><br>(Dollars) | Total Variance<br><br>(Percentage) | Acquisitions | Disposals | FX Impact | Organic | ||||||||||||||||||||||||||||
| (in millions, except percentages); (unaudited) | 2022 | 2021 | ||||||||||||||||||||||||||||||||
| Subscription revenues | $ | 399.1 | $ | 305.5 | $ | 93.6 | 30.6 | % | 36.6 | % | (3.9) | % | (4.5) | % | 2.5 | % | ||||||||||||||||||
| Re-occurring revenues | 112.7 | 119.6 | (6.9) | (5.8) | % | — | % | — | % | (8.3) | % | 2.5 | % | |||||||||||||||||||||
| Transactional and other revenues | 163.6 | 135.1 | 28.5 | 21.1 | % | 29.5 | % | (0.5) | % | (2.0) | % | (5.9) | % | |||||||||||||||||||||
| Deferred revenues adjustment(1) | (0.1) | 0.5 | (0.6) | (120.0) | % | (120.0) | % | — | % | — | % | — | % | |||||||||||||||||||||
| Revenues, net | $ | 675.3 | $ | 560.7 | $ | 114.6 | 20.4 | % | 26.9 | % | (2.2) | % | (4.7) | % | 0.5 | % | ||||||||||||||||||
| (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. | Variance Increase/(Decrease) | Percentage of Factors Increase/(Decrease) | ||||||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||
| Year Ended<br>December 31, | Total Variance<br><br>(Dollars) | Total Variance<br><br>(Percentage) | Acquisitions | Disposals | FX Impact | Organic | ||||||||||||||||||||||||||||
| (in millions, except percentages); (unaudited) | 2022 | 2021 | ||||||||||||||||||||||||||||||||
| Subscription revenues | $ | 1,619.8 | $ | 1,034.4 | $ | 585.4 | 56.6 | % | 59.2 | % | (1.1) | % | (4.9) | % | 3.4 | % | ||||||||||||||||||
| Re-occurring revenues | 441.9 | 453.2 | (11.3) | (2.5) | % | — | % | — | % | (7.7) | % | 5.2 | % | |||||||||||||||||||||
| Transactional and other revenues | 599.1 | 393.3 | 205.8 | 52.3 | % | 58.3 | % | (0.2) | % | (3.1) | % | (2.7) | % | |||||||||||||||||||||
| Deferred revenues adjustment(1) | (1.0) | (4.0) | 3.0 | 75.0 | % | 75.0 | % | — | % | — | % | — | % | |||||||||||||||||||||
| Revenues, net | $ | 2,659.8 | $ | 1,876.9 | $ | 782.9 | 41.7 | % | 45.0 | % | (0.7) | % | (5.2) | % | 2.6 | % | ||||||||||||||||||
| (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. |
The following tables and the discussion that follows present our revenues by Segment for the periods indicated, as well as the drivers of the variances between periods, including as a percentage of such revenues.
| Variance Increase/(Decrease) | Percentage of Factors Increase/(Decrease) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, | Total Variance (Dollars) | Total Variance (Percentage) | Acquisitions | Disposals | FX Impact | Organic | ||||||||||
| (in millions, except percentages); (unaudited) | 2022 | 2021 | ||||||||||||||
| Academia and Government | $ | 328.5 | $ | 186.1 | $ | 142.4 | 76.5 | % | 77.9 | % | — | % | (3.9) | % | 2.5 | % |
| Life Sciences and Healthcare | 124.9 | 122.2 | 2.7 | 2.2 | % | 5.5 | % | — | % | (2.6) | % | (0.7) | % | |||
| Intellectual Property | 222.0 | 251.9 | (29.9) | (11.9) | % | — | % | (5.0) | % | (6.4) | % | (0.5) | % | |||
| Deferred revenues adjustment(1) | (0.1) | 0.5 | (0.6) | (120.0) | % | (120.0) | % | — | % | — | % | — | % | |||
| Revenues, net | $ | 675.3 | $ | 560.7 | $ | 114.6 | 20.4 | % | 26.9 | % | (2.2) | % | (4.7) | % | 0.5 | % |
| (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. | ||||||||||||||||
| Variance Increase/(Decrease) | Percentage of Factors Increase/(Decrease) | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year Ended<br>December 31, | Total Variance (Dollars) | Total Variance (Percentage) | Acquisitions | Disposals | FX Impact | Organic | ||||||||||
| (in millions, except percentages); (unaudited) | 2022 | 2021 | ||||||||||||||
| Academia and Government | $ | 1,280.1 | $ | 489.4 | $ | 790.7 | 161.6 | % | 164.7 | % | — | % | (4.9) | % | 1.8 | % |
| Life Sciences and Healthcare | 452.6 | 413.3 | 39.3 | 9.5 | % | 8.6 | % | — | % | (3.2) | % | 4.1 | % | |||
| Intellectual Property | 928.1 | 978.2 | (50.1) | (5.1) | % | — | % | (1.3) | % | (6.1) | % | 2.3 | % | |||
| Deferred revenues adjustment(1) | (1.0) | (4.0) | 3.0 | 75.0 | % | 75.0 | % | — | % | — | % | — | % | |||
| Revenues, net | $ | 2,659.8 | $ | 1,876.9 | $ | 782.9 | 41.7 | % | 45.0 | % | (0.7) | % | (5.2) | % | 2.6 | % |
| (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. |
The following table presents our calculation of Revenues, net for the 2023 outlook:
| Variance Increase / (Decrease) | Percentage of Factors Increase / (Decrease) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ending December 31, | Total Variance (Dollars) | Total Variance (Percentage) | Acquisitions | Disposals | FX Impact | Organic | ||||||||||
| (in millions) | 2023 Outlook mid-point | 2022 | ||||||||||||||
| Revenues, net | $ | 2,680 | $ | 2,660 | $ | 20 | 0.8 | % | — | % | (2.4) | % | (0.1) | % | 3.3 | % |
The following table presents our calculation of Adjusted EBITDA for the 2023 outlook and reconciles this measure to our Net income (loss) for the same period:
| (in millions) | High | ||||
| Net loss attributable to ordinary shares | (207) | $ | (147) | ||
| Dividends on preferred shares(1) | 75 | ||||
| Net loss | (71) | ||||
| Provision for income taxes | 70 | ||||
| Depreciation and amortization | 720 | ||||
| Interest expense and amortization of debt discount, net | 286 | ||||
| Restructuring and impairment(2) | 25 | ||||
| Share-based compensation expense | 130 | ||||
| Adjusted EBITDA | 1,100 | $ | 1,160 | ||
| Adjusted EBITDA margin | % | 42.5 | % | ||
| (1) Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of 100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS dividends. | |||||
| (2) Primarily reflects restructuring costs expected to be incurred in 2023 associated with the ProQuest acquisition restructuring program. |
All values are in US Dollars.
The following table presents our calculation of Adjusted Diluted EPS for the 2023 outlook and reconciles this measure to our Net income (loss) per share for the same period:
| High | |||
| Per Share | |||
| Net loss attributable to ordinary shares | (0.28) | $ | (0.20) |
| Dividends on preferred shares(1) | 0.10 | ||
| Net loss | (0.10) | ||
| Restructuring and impairment(2) | 0.03 | ||
| Share-based compensation expense | 0.18 | ||
| Amortization related to acquired intangible assets | 0.77 | ||
| Other | 0.01 | ||
| Income tax impact of related adjustments | (0.05) | ||
| Adjusted Diluted EPS | 0.75 | $ | 0.85 |
| Adjusted weighted-average ordinary shares (Diluted)(3) | |||
| (1) Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of 100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS dividends. | |||
| (2) Primarily reflects restructuring costs expected to be incurred in 2023 associated with the ProQuest acquisition restructuring program. | |||
| (3) For the purposes of calculating adjusted earnings per share, the Company has excluded the accrued and anticipated MCPS dividends and assumed the “if-converted” method of share dilution. |
All values are in US Dollars.
The following table presents our calculation of Free cash flow for the 2023 outlook and reconciles this measure to our Net cash provided by operating activities for the same period:
| Year Ending December 31, 2023<br>(Forecasted) | ||||
|---|---|---|---|---|
| (in millions) | Low | High | ||
| Net cash provided by operating activities | $ | 690 | $ | 790 |
| Capital expenditures | (240) | (240) | ||
| Free cash flow | $ | 450 | $ | 550 |
Media Contact:
Amy Bourke-Waite, Senior Director, Corporate Communications
newsroom@clarivate.com
Investor Relations Contact:
Mark Donohue, Vice President, Investor Relations
investor.relations@clarivate.com
215-243-2202
21
ex992q42022supplementald
2022 Year End Earnings Call March 1, 2023
Forward-Looking Statements This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward- looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the impact of inflation, the impact of foreign currency fluctuations, the COVID-19 pandemic and governmental responses thereto, international hostilities, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com. Non-GAAP Financial Measures This presentation contains financial measures which have not been calculated in accordance with United States generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free Cash Flow, Standalone Adjusted EBITDA, and Organic/Inorganic Revenues because they are a basis upon which our management assesses our performance, and we believe they reflect the underlying trends and indicators of our business. Although we believe these measures may be useful for investors for the same reasons, these financial measures should not be considered as an alternative to GAAP financial measures as a measure of the Company’s financial condition, profitability, performance and liquidity. In addition, these financial measures may not be comparable to similar measures used by other companies. At the Appendix to this presentation, we provide further descriptions of these non-GAAP measures and reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measures. Safe Harbor Statement and Non-GAAP Financial Measures © 2023 Clarivate Plc. All rights reserved. 2
Introduction Mark Donohue, Vice President, Investor Relations Business Review Jonathan Gear, Chief Executive Officer Financial Review Jonathan Collins, Chief Financial Officer Question & Answer Agenda 3
Business Review Jonathan Gear Chief Executive Officer
2022 Business Highlights © 2023 Clarivate Plc. All rights reserved. 5 Revenue $2.66 billion ↑ $783M from prior year 2.6% organic growth Adjusted EBITDA $1.11 billion ↑ $312M from prior year 41.8% margin Adjusted FCF $522 million ↑ $63M from prior year 47% profit conversion Adjusted diluted EPS 85₵ ↑ 13₵ from prior year See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Delivered 4% organic recurring revenue growth KEY HIGHLIGHTS 1 3 4 5 6 2 Developed Growth Acceleration Plan Completed CEO Transition Pivoted Operating Model Reduced Debt by $0.5B Assessed Growth Potential Managed Portfolio via Divestiture FINANCIAL RESULTS
Academia & Government Segment Highlights Selected by Singapore's National Library Board for nationwide digital transformation of all citizens' user experience and access to library resources Launched the next generation of Web of Science researcher profiles, unifying cross-Clarivate data to enable researchers to showcase expertise Invested in diversity, equity, and inclusion (DEI) primary source content and significantly grew revenue from this mission-driven teaching & learning priority Continued strong growth of content marketplace, Rialto, reaching ~300 customers across 24 countries driven by market-leading workflow features © 2023 Clarivate Plc. All rights reserved. 6 2022
Life Sciences & Healthcare Segment Highlights Delivered a custom data integration and analytics platform to a top 5 Pharma company to drive holistic patient journey and needs insights Enhanced AI/ML-powered predictive analytics within Cortellis to inform investment decisions and strategic portfolio management for increased R&D productivity Expanded Specialty Pharmacy real world data coverage and analytics capabilities to support commercialization of growing field of biologic and rare-disease therapeutics Empowering digital health initiatives with deep learning AI to expediate disease diagnosis for a top 5 Pharma company © 2023 Clarivate Plc. All rights reserved. 7 2022
Intellectual Property Segment Highlights Closed multi-million-dollar IP management software and services deals in Japan to support clients’ complex IP processes through IPfolio, our innovative cloud-based solution Launched Brand Landscape Analyzer (BLA), a solution set to disrupt traditional TM search & watch by combining AI/ML, derived metrics & domain expertise Partnered with a top 5 pharma company to improve and streamline their IP administrative process Improved examination quality and efficiency of several Patent and Trademark Offices globally through our AI-driven image-based search solution, TrademarkVision © 2023 Clarivate Plc. All rights reserved. 8 2022
2023 Priorities Accelerate organic growth above 2022 level1 Complete integration cost synergies and pursue revenue synergies2 Continue to drive efficiency to invest back into products while improving margins3 Drive culture and elevate organization to enhance collaboration and innovation4 Generate half billion in free cash flow5 Reduce net leverage to under 4x by year end6 © 2023 Clarivate Plc. All rights reserved.
March 9, 2023 Join us as we detail our plan to create shareholder value by leveraging our mission critical solutions and scale, created by interconnected end markets, designed to accelerate our organic growth and fuel a path towards achieving our medium- term financial targets. Clarivate Investor Day Live video presentation starting at 9 am ET © 2023 Clarivate Plc. All rights reserved. 10 https://investorday2023.virtualevent.page/
Financial Review Jonathan Collins Chief Financial Officer
Q4 and FY 2022 Financial Results Top-line growth and benefit of cost synergies drove cash flow improvement Changes from Prior Year Inorganic growth drove revenue increase of 42% for full year with contribution from organic growth Net Loss attributable to ordinary shares of $4.0 billion due to impairment of goodwill related to the CPA Global and ProQuest acquisitions; non- cash charge excluded from Adj. Diluted EPS Operating cash flow in 2022 $185m higher than prior year due to higher earnings (ex. impairment), partly offset by higher interest, taxes and working capital See the Appendix for a reconciliation of GAAP to Non-GAAP measures. $ in millions except EPS Q4 ‘22 Q4 ‘21 Change FY ‘22 FY ‘21 Change Revenues, net $675 $561 $115 $2,660 $1,877 $783 Adjusted EBITDA 304 257 48 1,113 800 312 Adjusted EBITDA Margin 45.1% 45.8% (70) Bps 41.8% 42.6% (80) Bps Income (Loss) from Operations 319 32 287 (3,926) (87) (3,839) Interest Expense, Net 77 111 (34) 270 253 17 Income Tax Expense (78) 0 78 (29) 12 41 Net Income (Loss) Ordinary Shares 304 (130) 434 (4,036) (312) (3,724) Net Income (Loss) Per Share, basic $0.45 $(0.20) $0.64 $(5.97) $(0.49) $(5.48) Adjusted Diluted EPS $0.22 $0.23 $(0.01) $0.85 $0.72 $0.13 Operating Cash Flow 137 18 119 509 324 185 Capital Spending 46 32 14 203 119 84 Free Cash Flow 91 (14) 105 306 205 101 Adjusted Free Cash Flow 107 144 (37) 522 459 63 © 2023 Clarivate Plc. All rights reserved. 12
Organic growth of +2.6% was in-line with most recent expectations Inorganic growth from PQ and Patient Connect, net of MarkMonitor divestment, contributed $832m with a profit conversion of 30% on a pre-cost synergy basis Cost synergies, net of certain cost to achieve, contributed $75m of profit Significant top-line Fx translation headwind of $97m on record strength of USD and $31m EBITDA conversion, which includes realized transaction gain of $14m in 2022 FY 2022 Revenue and Adj. EBITDA vs. Prior Year Top- and bottom-line growth driven largely by ProQuest acquisition and cost synergies $800 $1,113$31 $17 $252 $74 $97 $48 $832 $1,877 $2,660 FY 2021 Organic Growth Inorganic Growth Cost Synergies FX FY 2022 +2.6% 30% Revenue Adj. EBITDA Year + Better - Worse $ millions 42.6% 41.8%35% 30% 13 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. © 2023 Clarivate Plc. All rights reserved.
Interest expense increase due to debt used to fund the ProQuest acquisition Higher capital spending primarily from ProQuest acquisition Q4 and FY 2022 Cash Flow Profit growth partially offset by higher interest, taxes, and capital requirements Changes from Prior Year See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 1 Includes payments from CPA Global employee benefits trust taken from restricted cash but included in cash from operations in GAAP financial statements. $ in millions Q4 ’22 Q4 ‘21 Change FY ’22 FY ’21 Change Adj. EBITDA $304 $257 $47 $1,113 $800 $313 One-Time Costs1 (17) (122) 105 (215) (218) 3 Interest (99) (85) (14) (252) (182) (70) Taxes (19) (12) (7) (64) (34) (30) Working Capital / Other (32) (20) (12) (73) (42) (31) Operating Cash Flow 137 18 119 509 324 185 Capital Spending (46) (32) (14) (203) (119) (84) Free Cash Flow 91 (14) 105 306 205 101 Conversion 30% (5)% 35% 28% 26% 2% Adj. Free Cash Flow $107 $144 $(37) $522 $459 $63 Conversion 35% 56% (21)% 47% 57% (10)% © 2023 Clarivate Plc. All rights reserved. 14
Organic growth expansion in 2023 from improvements expected in transactional products and services Profit margin expansion as a result of remaining flow through cost synergies from PQ integration Free Cash Flow represents significant improvement compared to last year on substantially lower one-time costs EPS decline v. prior year due to higher interest and depreciation expenses FY 2023 Outlook Guidance anticipates significant FCF growth Full Year Guidance Ranges vs. 2022 +$20m +$15m +45bps +$195m (5)₵ Revenues Adj. EBITDA $1,100m $1,160m ~$1,130m Profit Margin Free Cash Flow $450m $550m Guidance Range Midpoint Adj. Diluted EPS 75₵ 85₵ ~80₵ Organic Growth 2.75% 3.75% ~3.25% $2,630m ~$2,680m $2,730m ~42.25% +65bps ~$500m 42.0% 42.5% 15 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. © 2023 Clarivate Plc. All rights reserved.
~30% profit conversion on ~3.25% organic growth reflects operating expense investments to fuel product innovation Inorganic decline due to MarkMonitor divestiture Expect to recognize rest of PQ synergies through 2023 Fx profit headwind due to transactional Fx gains in 2022 that are not expected to recur FY 2023 Revenue and Adj. EBITDA Outlook vs. Prior Year Organic growth contribution and cost synergies will be partly offset by divestiture and Fx $ millions Revenue Adj. EBITDA Year + Better - Worse $1,113 ~$1,130~$30 ~$15 ~$25 ~$40 ~$65 ~$0 ~$85 $2,660 ~$2,680 FY 2022A Organic Growth Inorganic Cost Synergies FX FY 2023P +3.25% 41.8% ~30% ~42.2% 16 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. © 2023 Clarivate Plc. All rights reserved.
One-time cost reduction due to completion of acquisition integrations Higher cash interest expense on base rate increases Anticipate lower working capital requirements in 2023 Increased capital spending to fuel product innovation and accelerate organic growth in next couple of years FY 2023 Cash Flow Outlook Substantial FCF growth driven by lower one-time costs Changes from Prior Year $ in millions 2023 Outlook 2022 Actuals Change Adj. EBITDA ~$1,130 $1,113 ~$20 One-Time Costs ~(40) (215) ~175 Interest ~(270) (252) ~(20) Taxes ~(70) (64) ~(5) Working Capital / Other ~(10) (73) ~65 Operating Cash Flow ~740 509 ~230 Capital Spending ~(240) (203) ~(35) Free Cash Flow ~$500 $306 ~$195 Conversion ~44% 28% ~16% See the Appendix for a reconciliation of GAAP to Non-GAAP measures. © 2023 Clarivate Plc. All rights reserved. 17
20% 80% Floating Rate Fixed Rate Capital Structure Continue to strengthen balance sheet and mitigate interest rate risk See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 1 5.5% WACD at peak forward curve of ~5% Libor. Interest Coverage Total Debt / Net Leverage Interest Rate Mix Debt Maturity 1 25% 75% $2.5 $0.7 $0.9 $0.9 2023-2025 2026 2027 2028 2029 Term Loans Notes Undrawn Revolver $1.7 $3.5 $5.6 $5.1 5.4x 4.9x 4.9x 4.2x 2019 2020 2021 2022 2023P Total Debt Net Leverage $ billions $3.2 $ billions ~5.5% WACD 45%55% 6/30/2022A 12/31/2022A © 2023 Clarivate Plc. All rights reserved. $101 $98 $182 $252 $270 2.9x 5.0x 4.4x 4.4x 0.0 2.0 4.0 6.0 8.0 10.0 2019 2020 2021 2022 2023P Cash Interest Interest Coverage $0.8 18 Expect to utilize majority of FCF to deleverage via TLB and bring net leverage to <4x net this year Interest coverage expected to remain >4x despite higher cash interest on base rate increases Swapped remaining portion of the original tranche of TLB (no floor) from floating to fixed in August 2022 taking fixed to floating mix to 75/25 at year end after Q4 debt pay down (TLB & CFR) YE liquidity of >$1b No debt maturities or mandatory pre-payments for the next 3 years (Q4 2026) <4x $ millions 12/31/2023P
$1.0 $1.3 $1.9 $2.7 $2.7 4.5% 2.6% 2019 2020 2021 2022 2023P Organic CC Growth $294 $487 $800 $1,113 $1,130 30.2% 38.1% 42.6% 41.8% 42.25% 2019 2020 2021 2022 2023P Adj EBITDA Profit Margin $0.53 $0.64 $0.72 $0.85 $0.80 288 449 670 737 2019 2020 2021 2022 2023P Adjusted Diluted EPS Adj. Diluted Average Shares Organic growth pressure in ‘22 driven by continued softness in transactional sales and consulting services FCF expected to be up ~$200m as lower one time costs are expected in 2023 EPS expected to be relatively flat on carryover impact of strengthened USD, higher interest and capex, and divestiture of MarkMonitor Key Financial Metrics Trends Expect to deliver $0.2B Free Cash Flow growth in 2023 $ billions Revenue Adjusted Diluted EPS Free Cash Flow Adjusted EBITDA $ millions $ millions $48 $156 $205 $306 $500 16% 32% 26% 27% 44% 2019 2020 2021 2022 2023P FCF FCF Conversion See the Appendix for a reconciliation of GAAP to Non-GAAP measures. © 2023 Clarivate Plc. All rights reserved. 19 3.25% 1.2%3.1%
APPENDIX
This presentation contains financial measures which have not been calculated in accordance with generally accepted accounting principles in the United States of America (“US GAAP“), including Organic/Inorganic Revenues, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow and Adjusted Free Cash Flow because they are a basis upon which our management assesses our performance, and we believe they reflect the underlining trends and indicators of our business. Organic/Inorganic Revenues Organic revenues illustrates growth in businesses owned by the Company after twelve months, at constant currency. Inorganic revenues illustrates growth in the business via acquisitions and divestitures. Adjusted EBITDA Adjusted EBITDA represents net loss before the provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude the acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains (losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, non-operating income or expense, the impact of certain non-cash, mark-to-market adjustments on financial instruments, legal settlements, goodwill impairment and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. In evaluating Adjusted EBITDA, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the included adjustments. The Company’s presentation of Adjusted EBITDA should not be construed as an inference that the Company’s future results will be unaffected by any of the adjusted items, or that the Company’s projections and estimates will be realized in their entirety or at all. Presentation of Certain Non-GAAP Financial Measures © 2023 Clarivate Plc. All rights reserved. 21
Adjusted EBITDA The use of Adjusted EBITDA instead of US GAAP has limitations as an analytical tool, and you should not consider Adjusted EBITDA in isolation, or as a substitute for analysis of the Company’s results of operations and operating cash flows as reported under US GAAP. For example, Adjusted EBITDA does not reflect: – the Company’s cash expenditures or future requirements for capital expenditures – changes in, or cash requirements for, the Company’s working capital needs – interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt – any cash income taxes that the Company may be required to pay – any cash requirements for replacements of assets that are depreciated or amortized over their estimated useful lives and may have to be replaced in the future – all non-cash income or expense items that are reflected in the Company’s statements of cash flows The Company’s definition of and method of calculating Adjusted EBITDA may vary from the definitions and methods used by other companies when calculating Adjusted EBITDA, which may limit their usefulness as comparative measures. The Company prepared the information included in this presentation based upon available information and assumptions and estimates that it believes are reasonable. The Company cannot assure you that its estimates and assumptions will prove to be accurate. Adjusted EBITDA Margin Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net plus the impact of the deferred revenue purchase accounting adjustments relating to acquisitions prior to 2021. Presentation of Certain Non-GAAP Financial Measures © 2023 Clarivate Plc. All rights reserved. 22
Adjusted Net Income and Adjusted Diluted EPS We use Adjusted Net Income and Adjusted Diluted Earnings Per Share ("Adjusted Diluted EPS") in our analysis of the financial performance of the Company. We believe Adjusted Net Income and Adjusted Diluted EPS are meaningful measures of the performance of the Company because they adjust for items that do not directly affect our ongoing operating performance in the period. Adjusted Net Income is calculated using Net income (loss), adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before the provision for income taxes, depreciation and amortization and interest income and expense from the divested business), amortization related to acquired intangible assets, share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains/(losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, the impact of certain non-cash mark-to-market adjustments on financial instruments, interest on debt held in escrow, goodwill impairment and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period, and the income tax impact of any adjustments. We calculate Adjusted Diluted EPS by using Adjusted Net Income divided by diluted weighted average shares for the period. Standalone Adjusted EBITDA We are required to report Standalone Adjusted EBITDA, which is identical to Consolidated EBITDA and EBITDA as such terms are defined under our credit facilities, dated as of October 31, 2019, and the indentures governing our secured notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of our subsidiaries, and the indentures governing the secured and unsecured notes issued by Clarivate Science Holdings Corporation in August 2021, respectively. In addition, the credit facilities and the indentures contain certain restrictive covenants that govern debt incurrence and the making of restricted payments, among other matters. These restrictive covenants utilize Standalone Adjusted EBITDA as a primary component of the compliance metric governing our ability to undertake certain actions otherwise proscribed by such covenants. Standalone Adjusted EBITDA reflects further adjustments to Adjusted EBITDA for cost savings already implemented. Because Standalone Adjusted EBITDA is required pursuant to the terms of the reporting covenants under the credit facilities and the indentures and because this metric is relevant to lenders and noteholders, management considers Standalone Adjusted EBITDA to be relevant to the operation of its business. Standalone Adjusted EBITDA is calculated under the credit facilities and the indentures by using our Consolidated Net Loss for the trailing 12-month period (defined in the credit facilities and the indentures as our U.S. GAAP net income adjusted for certain items specified in the credit facilities and the indentures) adjusted for items including: taxes, interest expense, depreciation and amortization, non-cash charges, including goodwill impairment, expenses related to capital markets transactions, acquisitions and dispositions, restructuring and business optimization charges and expenses, consulting and advisory fees, run- rate cost savings to be realized as a result of actions taken or to be taken in connection with an acquisition, disposition, restructuring or cost savings or similar initiatives, “run rate” expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the transition projected by us, costs related to any management or equity stock plan, other adjustments that were presented in the offering memorandum used in connection with the issuance of the secured notes due in 2026 and earnout obligations incurred in connection with an acquisition or investment. Presentation of Certain Non-GAAP Financial Measures © 2023 Clarivate Plc. All rights reserved. 23
Free Cash Flow and Adjusted Free Cash Flow We use Free Cash Flow and Adjusted Free Cash Flow in our operational and financial decision-making and believe Free Cash Flow and Adjusted Free Cash Flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate the ability of companies to service their debt. Free Cash Flow is calculated using net cash provided by operating activities, less capital expenditures. Adjusted Free Cash Flow is calculated as Free Cash Flow, less cash paid for restructuring and lease-exit activities, payments related to the CPA Global equity plan, transaction related costs, interest on debt held in escrow, debt issuance costs, and other one-time payments that the Company does not consider indicative of its ongoing operating performance. Presentation of Certain Non-GAAP Financial Measures © 2023 Clarivate Plc. All rights reserved. 24
Reconciliation of Non-GAAP Financial Measures (QTD) 1 Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Three Months Ended December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposal FX Impact Organic (in millions, except percentages); (unaudited) 2022 2021 Subscription revenues $ 399.1 $ 305.5 $ 93.6 30.6 % 36.6 % (3.9) % (4.5) % 2.5% Re-occurring revenues 112.7 119.6 (6.9) (5.8) % — % — % (8.3)% 2.5% Transactional and other revenues 163.6 135.1 28.5 21.1 % 29.5 % (0.5) % (2.0)% (5.9)% Deferred revenues adjustment(1) (0.1) 0.5 (0.6) (120.0) % (120.0) % — % — % —% Revenues, net $ 675.3 $ 560.7 $ 114.6 20.4 % 26.9 % (2.2) % (4.7) % 0.5 % The following tables present the amounts of our subscription, re-occurring, and transactional and other revenues, including as a percentage of our total revenues, for the periods indicated, as well as the drivers of the variances between periods. © 2023 Clarivate Plc. All rights reserved. 25
Reconciliation of Non-GAAP Financial Measures (YTD) 1 Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Year Ended December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in millions, except percentages); (unaudited) 2022 2021 Subscription revenues $ 1,619.8 $ 1,034.4 $ 585.4 56.6 % 59.2 % (1.1) % (4.9) % 3.4 % Re-occurring revenues 441.9 453.2 (11.3) (2.5) % — % — % (7.7) % 5.2 % Transactional and other revenues 599.1 393.3 205.8 52.3 % 58.3 % (0.2) % (3.1) % (2.7) % Deferred revenues adjustment1 (1.0) (4.0) 3.0 75.0 % 75.0 % — % — % — % Revenues, net $ 2,659.8 $ 1,879.9 $ 782.9 41.7 % 45.0 % (0.7) % (5.2) % 2.6 % The following tables present the amounts of our subscription, re-occurring, and transactional and other revenues, including as a percentage of our total revenues, for the periods indicated, as well as the drivers of the variances between periods. © 2023 Clarivate Plc. All rights reserved. 26
Descriptions Adjusted EBITDA adjustments 1. Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. 2. Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. The year ended 2021 also includes the mark- to-market adjustment (gains) on the contingent stock consideration associated with the CPA Global and DRG acquisitions. 3. Represents the net gain from the sale of the MarkMonitor Domain Management business. 4. Primarily reflects costs related to restructuring and impairment associated with the One Clarivate, ProQuest and CPA Global restructuring programs. 5. Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 6. Primarily includes the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. Reconciliation of Non-GAAP Financial Measures Net Income (Loss) to Adjusted EBITDA Three Months Ended December 31, Year Ended December 30, (in millions); (unaudited) 2022 2021 2022 2021 Net income (loss) to attributable to ordinary shares $ 304.3 $ (130.5) $ (4,035.6) $ (312.0) Dividends on preferred shares 19.1 19.1 75.4 41.5 Net income (loss) 323.4 (111.4) (3,960.2) (270.5) (Benefit) provision for income taxes (77.8) 0.1 (28.9) 12.3 Interest expense and amortization of debt discount, net 77.0 111.3 270.3 252.5 EBIT 322.6 — (3,718.8) (5.6) Depreciation and Amortization 188.8 145.2 710.5 537.8 Deferred revenues adjustment(1) 0.1 (0.5) 1.0 4.0 Transaction related costs(2) 6.1 38.8 14.2 46.2 Share-based compensation expense 22.3 31.8 102.2 139.6 Gain on sale from divestitures(3) (278.5) — (278.5) — Restructuring and impairment(4) 9.8 3.8 66.7 129.5 Goodwill impairment 0.5 — 4,449.1 — Mark-to-market (gain) loss on financial instruments(5) (4.1) 31.9 (206.8) (81.3) Other(6) 36.8 5.6 (26.9) 30.3 Adjusted EBITDA $ 304.4 $ 256.6 $ 1,112.7 $ 800.4 Adjusted EBITDA Margin 45.1% 45.8% 41.8% 42.6% © 2023 Clarivate Plc. All rights reserved. 27
Descriptions Adjusted EBITDA adjustments 1. Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. 2. Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. 2021 also includes the mark-to-market adjustment (gains) on the contingent stock consideration associated with the CPA Global and DRG acquisitions. 3. 2022 represents the net gain from the sale of the MarkMonitor Domain Management business. 2020 represents the net gain from sale of certain assets and liabilities of the Techstreet business. 4. Primarily reflects costs related to restructuring and impairment associated with the One Clarivate, ProQuest and CPA Global restructuring programs. 5. Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 6. Primarily reflects the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. The 2020 detail also includes costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. Reconciliation of Non-GAAP Financial Measures 28 Net Loss to Adjusted EBITDA Year Ended December 31, (in millions); (unaudited) 2022 2021 2020 Net loss attributable to ordinary shares $ (4,035.6) $ (312.0) $ (350.6) Dividends on preferred shares 75.4 41.5 — Net loss (3,960.2) (270.5) (350.6) (Benefit) provision for income taxes (28.9) 12.3 (2.7) Interest expense and amortization of debt discount, net 270.3 252.5 111.9 EBIT (3,718.8) (5.6) (241.4) Depreciation and amortization 710.5 537.8 303.2 Deferred revenues adjustment(1) 1.0 4.0 23.1 Transaction related costs(2) 14.2 46.2 99.3 Share-based compensation expense 102.2 139.6 70.5 Gain on sale of divestitures(3) (278.5) — (28.1) Restructuring and impairment(4) 66.7 129.5 56.1 Goodwill impairment 4,449.1 — — Mark-to-market (gain) loss on financial instruments(5) (206.8) (81.3) 205.1 Other(6) (26.9) 30.4 (1.1) Adjusted EBITDA $ 1,112.7 $ 800.4 $ 486.6 Adjusted EBITDA Margin 41.8 % 42.6 % 38.1 % © 2023 Clarivate Plc. All rights reserved.
Descriptions Adjusted EBITDA and Standalone Adjusted EBITDA Adjustments 1. Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. 2. Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. 3. Represents the net gain from the sale of the MarkMonitor Domain Management business. 4. Primarily reflects costs related to restructuring and impairment associated with the One Clarivate, ProQuest and CPA Global Programs. 5. Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 6. Primarily reflects the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. 7. Reflects the estimated annualized run-rate cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the period (exclusive of any cost reductions in our estimated standalone operating costs), including synergies related to acquisitions. Twelve Months Ended (in millions); (unaudited) December 31, 2022 Net loss attributable to ordinary shares $(4,035.6) Dividends on preferred shares 75.4 Net loss (3,960.2) Benefit from income taxes (28.9) Depreciation and amortization 710.5 Interest expense and amortization of debt discount, net 270.3 Deferred revenues adjustment(1) 1.0 Transaction related costs(2) 14.2 Share-based compensation expense 102.2 Gain on sale of divestitures(3) (278.5) Restructuring and impairment(4) 66.7 Goodwill impairment 4,449.1 Mark-to-market (gain) loss on financial instruments(5) (206.8) Other(6) (26.9) Adjusted EBITDA $ 1,112.7 Realized foreign exchange gain (14.3) Cost savings(7) 41.2 Standalone Adjusted EBITDA $ 1,139.6 Reconciliation of Non-GAAP Financial Measures 29 Net Loss to Standalone Adjusted EBITDA © 2023 Clarivate Plc. All rights reserved.
Descriptions Adjusted Net Income and Adjusted Diluted EPS adjustments 1. Reflects the dilutive impact of mandatory convertible preferred shares under the if- converted method during the period. 2. Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. 3. Includes costs incurred to complete business combination transactions, which was comprised of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs. 4. Primarily reflects costs related to restructuring and impairment associated with the One Clarivate, ProQuest and CPA Global restructuring programs. 5. Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 6. Reflects interest expense incurred on secured and unsecured notes issued in 2021, while held in escrow pending the completion of the acquisition of ProQuest on December 1, 2021. Clarivate used the net proceeds to finance a portion of the purchase price and therefore considers this interest expense as part of the transaction costs associated with the acquisition. 7. 2022 includes the $(278.5) net gain from the sale of the MarkMonitor Domain Management business. The remaining amount primarily includes the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. Reconciliation of Non-GAAP Financial Measures (QTD) Net Loss and Net Loss Per Share to Adjusted Net Income and Adjusted Diluted EPS Three Months Ended December 31, 2022 2021 (in millions, except per share amounts); (unaudited) Amount Per Share Amount Per Share Net income (loss) attributable to ordinary shares, diluted $ 323.4 $ 0.44 $ (130.4) $ (0.20) Dividends on dilutive preferred shares(1) (19.1) 0.01 — — Net income (loss) attributable to ordinary shares 304.3 0.45 (130.5) (0.20) Dividends on preferred shares 19.1 (0.01) 19.1 0.03 Net income (loss) 323.4 0.44 (111.4) (0.17) Deferred revenues adjustment(2) 0.1 — (0.5) — Transaction related costs(3) 6.1 0.01 38.7 0.05 Share-based compensation expense 22.3 0.03 31.8 0.04 Amortization related to acquired intangible assets 142.5 0.19 117.4 0.16 Restructuring and impairment(4) 9.8 0.01 3.8 0.01 Goodwill impairment 0.5 — — — Mark-to-market (gain) loss on financial instruments(5) (4.1) (0.01) 31.9 0.04 Interest on new debt held in escrow(6) — — 66.6 0.09 Other(7) (241.7) (0.32) 5.6 0.01 Income tax impact of related adjustments (94.9) (0.13) (20.7) (0.03) Adjusted net income and Adjusted Diluted EPS $ 164.0 $ 0.22 $ 163.2 $ 0.23 Adjusted weighted average ordinary shares (Diluted) 731.2 714.0 © 2023 Clarivate Plc. All rights reserved. 30
Descriptions Adjusted Net Income and Adjusted Diluted EPS adjustments 1. Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. 2. Includes costs incurred to complete business combination transactions, which was comprised of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs. 2021 also includes the mark-to-market adjustment (gains) on the contingent stock consideration associated with the CPA Global and DRG acquisitions. 3. Primarily reflects costs related to restructuring and impairment associated with the One Clarivate, ProQuest and CPA Global restructuring programs. 4. Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 5. Reflects interest expense incurred on secured and unsecured notes issued in 2021, while held in escrow pending the completion of the acquisition of ProQuest on December 1, 2021. Clarivate used the net proceeds to finance a portion of the purchase price and therefore considers this interest expense as part of the transaction costs associated with the acquisition. 6. 2022 includes the $(278.5) net gain from the sale of the MarkMonitor Domain Management business. The remaining amount primarily includes the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. Reconciliation of Non-GAAP Financial Measures (YTD) Net Loss and Net Loss Per Share to Adjusted Net Income and Adjusted Diluted EPS Year Ended December 31, 2022 2021 (in millions, except per share amounts); (unaudited) Amount Per Share Amount Per Share Net loss attributable to ordinary shares, diluted $ (4,231.5) $ (6.24) $ (393.3) $ (0.61) Change in fair value of private placement warrants 195.9 0.29 81.3 0.12 Net income (loss) attributable to ordinary shares (4,035.6) (5.95) (312.0) (0.49) Dividends on preferred shares 75.4 0.11 41.5 0.06 Net loss (3,960.2) (5.84) (270.5) (0.41) Deferred revenues adjustment(1) 1.0 — 4.0 0.01 Transaction related costs(2) 14.2 0.02 46.2 0.07 Share-based compensation expense 102.2 0.15 139.6 0.21 Amortization related to acquired intangible assets 579.6 0.85 450.5 0.67 Restructuring and impairment(3) 66.7 0.10 129.5 0.19 Goodwill impairment 4,449.1 6.56 — — Mark-to-market (gain) loss on financial instruments(4) (206.8) (0.30) (81.3) (0.12) Interest on debt held in escrow(5) — — 95.8 0.14 Other(6) (305.4) (0.52) 30.3 0.05 Income tax impact of related adjustments (112.4) (0.17) (62.4) (0.09) Adjusted net income and Adjusted Diluted EPS $ 628.0 $ 0.85 $ 481.7 $ 0.72 Adjusted weighted average ordinary shares (Diluted) 737.1 670.4 © 2023 Clarivate Plc. All rights reserved. 31
Descriptions Adjusted Net Income and Adjusted Diluted EPS adjustments 1. Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to the fiscal year 2021. 2. Includes costs incurred to complete business combination transactions, which were comprised of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs. 2021 also includes the mark-to-market adjustment (gains) on the contingent stock consideration associated with the CPA Global and DRG acquisitions. 3. Reflects costs primarily related to restructuring and impairment associated with the acquisition of primarily DRG and CPA Global in 2020, as well as the One Clarivate and ProQuest restructuring programs in 2021. 2020 also includes costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two segments at that time. 4. Reflects mark-to-market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 5. Reflects interest expense incurred on secured and unsecured notes issued in 2021, while held in escrow pending the completion of the acquisition of ProQuest on December 1, 2021. Clarivate used the net proceeds to finance a portion of the purchase price and therefore considers this interest expense as part of the transaction costs associated with the acquisition. 6. Includes primarily the net impact of foreign exchange gains and losses related to the re- measurement of balances and other items that do not reflect our ongoing operating performance. The 2020 detail also includes costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. 32 Reconciliation of Non-GAAP Financial Measures Net Loss and Net Loss Per Share to Adjusted Net Income and Adjusted Diluted EPS Year Ended December 31, Year Ended December 31, 2021 2020 (in millions, except per share amounts); (unaudited) Amount Per Share Amount Per Share Net loss attributable to ordinary shares, diluted $ (393.3) $ (0.61) $ (350.6) $ (0.82) Change in fair value of private placement warrants 81.3 0.12 — — Net loss attributable to ordinary shares (312.0) (0.49) (350.6) (0.82) Dividends on preferred shares 41.5 0.06 — — Net loss (270.5) (0.41) (350.6) (0.82) Deferred revenues adjustment(1) 4.0 0.01 23.1 0.05 Transaction related costs(2) 46.2 0.07 99.3 0.22 Share-based compensation expense 139.6 0.21 70.5 0.16 Amortization related to acquired intangible assets 450.5 0.67 237.0 0.53 Restructuring and impairment(3) 129.5 0.19 56.1 0.13 Mark-to-market (gain) loss on financial instruments(4) (81.3) (0.12) 205.1 0.46 Debt extinguishment costs and refinancing related costs — — 8.6 0.02 Gain on sale of Techstreet — — (28.1) (0.06) Interest on new debt held in escrow(5) 95.8 0.14 — — Other(6) 30.3 0.05 (1.1) — Income tax impact of related adjustments (62.4) (0.09) (30.7) (0.07) Adjusted net income and Adjusted Diluted EPS $ 481.7 $ 0.72 $ 289.1 $ 0.64 Adjusted weighted average ordinary shares (Diluted) 670.4 448.9 © 2023 Clarivate Plc. All rights reserved.
Descriptions Free Cash Flow and Adjusted Free Cash Flow Adjustments 1. Includes cash funded by a trust related to CPA Global Equity Plan payout upon vesting. 2. Reflects cash payments for costs primarily related to restructuring and lease-exit activities associated with the One Clarivate, ProQuest and CPA Global restructuring programs. 3. Includes cash paid for costs incurred to complete business combination transactions, which are comprised of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs. 4. Includes cash paid for other costs that do not reflect our ongoing operating performance. 5. Reflects the portion of cash paid on secured and unsecured notes issued in 2021, while held in escrow pending the completion of the acquisition of ProQuest on December 1, 2021. Clarivate used the net proceeds to finance a portion of the purchase price and therefore considers this interest expense as part of the transaction costs associated with the acquisition. 6. Consists of cash paid for costs incurred in 2020 in connection with and after our separation from Thomson Reuters in 2016, which related to the implementation of our standalone company infrastructure and cost-savings initiatives at that time, as well as other costs that do not reflect our ongoing operating performance. Reconciliation of Non-GAAP Financial Measures Net Cash Provided By Operating Activities to Free Cash Flow and Adjusted Free Cash Flow Three Months Ended December 31, Year Ended December 31, (in millions); (unaudited) 2022 2021 2022 2021 2020 Net cash provided by operating activities $ 136.9 $ 18.3 $ 509.3 $ 323.8 $ 263.5 Capital expenditures (46.4) (32.3) (202.9) (118.5) (107.7) Free cash flow $ 90.5 $ (14.1) $ 306.4 $ 205.2 $ 155.8 Cash paid for CPA Global equity plan(1) 6.0 — 156.7 — — Cash paid for restructuring costs(2) 8.5 14.5 41.9 80.3 26.0 Cash paid for transaction related costs(3) 1.5 57.0 13.4 78.2 95.8 Cash paid for other costs(4) 0.6 0.1 3.4 1.6 — Cash paid for debt issuance costs — 50.0 — 57.8 7.7 Cash paid for interest held in escrow(5) — 36.3 — 36.3 — Cash paid for transition, integration and other costs(6) — — — — 16.4 Adjusted free cash flow $ 107.1 $ 143.8 $ 521.8 $ 459.4 $ 301.7 © 2023 Clarivate Plc. All rights reserved. 33
Year Ending December 31, 2023 (Forecasted) Low High (in millions) Net loss attributable to ordinary shares $(207) $(147) Dividends on preferred shares(1) 75 75 Net loss (131) (71) Provision for income taxes 70 70 Depreciation and amortization 720 720 Interest expense and amortization of debt discount, net 286 286 Restructuring and impairment(2) 25 25 Share-based compensation expense 130 130 Adjusted EBITDA $ 1,100 $ 1,160 Adjusted EBITDA margin 42.0 % 42.5 % Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Year Ending December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposal FX Impact Organic (in millions) 2023 Outlook mid-point 2022 Revenues, net $ 2,680 $ 2,660 $ 20 0.8 % — % (2.4)% (0.1)% 3.3 % Descriptions 1. Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS dividends. 2. Primarily reflects restructuring costs expected to be incurred in 2023 associated with the ProQuest acquisition restructuring program. 34 Reconciliation of Non-GAAP Financial Measures The following table presents our calculation of Revenues, net for the FY2023 outlook: Revenues, net Adjusted EBITDA The following table presents our calculation of Adjusted EBITDA for the FY2023 outlook and reconciles this measure to our Net income (loss) for the same period: © 2023 Clarivate Plc. All rights reserved.
Year Ending December 31, 2023 (Forecasted) Low High Per Share Per Share Net loss attributable to ordinary shares $ (0.28) $ (0.20) Dividends on preferred shares(1) 0.10 0.10 Net loss (0.18) (0.10) Restructuring and impairment(2) 0.03 0.03 Share-based compensation expense 0.18 0.18 Amortization related to acquired intangible assets 0.77 0.77 Other (0.01) 0.01 Income tax impact of related adjustments (0.05) (0.05) Adjusted Diluted EPS $ 0.75 $ 0.85 Weighted average ordinary shares (Diluted)(3) 740 million Descriptions Adjusted Diluted EPS Adjustments 1. Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS dividends. 2. Primarily reflects restructuring costs expected to be incurred in 2023 associated with the ProQuest acquisition restructuring program. 3. For the purposes of calculating adjusted earnings per share, the Company has excluded the accrued and anticipated MCPS dividends and assumed the “if-converted” method of share dilution. 35 Reconciliation of Non-GAAP Financial Measures The following table presents our calculation of Adjusted Diluted EPS for the FY2023 outlook and reconciles this measure to our Net income (loss) per share for the same period: Net Income (Loss) Per Fully Diluted Weighted Shares Outstanding to Adjusted Diluted EPS © 2023 Clarivate Plc. All rights reserved.
Year Ending December 31, 2023 (Forecasted) (in millions) Low High Net cash provided by operating activities $ 690 $ 790 Capital expenditures (240) (240) Free cash flow $ 450 $ 550 The following table presents our calculation of Free cash flow for the FY2023 outlook and reconciles this measure to our Net cash provided by operating activities for the same period: 36 Reconciliation of Non-GAAP Financial Measures Net Cash Provided by Operating Activities to Free Cash Flow © 2023 Clarivate Plc. All rights reserved.