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Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingencies | Commitments and Contingencies The Company does not have any recorded or unrecorded guarantees of the indebtedness of others. Lawsuits and Legal Claims The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us. Our best estimate of the Company's potential liability for the larger legal claims is $69,000, which includes estimated legal costs and accrued interest. As of September 30, 2021, information was evaluated that led us to conclude that it is probable that insurance will cover the legal expenses related to one of our larger legal claims and a loss recovery asset of $2,290 was recorded, half within the Other current assets line item and half within the Other non-current assets line item within the Condensed Consolidated Balance Sheet. To date, $147 of the loss recovery asset has been recognized, $130 in relation to the Other current assets line item and $17 in relation to the Other non-current assets line item in the Condensed Consolidated Balance Sheet. The recorded probable loss is an estimate and the actual costs arising from our litigation could be materially lower or higher. We do not expect the outcome of such proceedings to have a material adverse effect on our results of operations or financial condition. We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate insurance that we expect is likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters. Warrant Liabilities Under Accounting Standards Codification 815, Derivatives and Hedging, ("ASC 815"), 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. Contingent Liabilities In conjunction with the acquisition of Publons, the Company agreed to pay former shareholders up to an additional $9,500 through 2020. Amounts payable were contingent upon Publons’ achievement of certain milestones and performance metrics. As a result of Publons achieving the first tier of milestones and performance metrics during 2020, the earn-out was settled at that time. As such, the Company had an outstanding liability of $0 related to the estimated fair value of this contingent consideration as of December 31, 2020. In conjunction with the acquisition of Kopernio, the Company paid former shareholders $2,184 during the nine months ended September 30, 2020, due to the achievement of certain milestones and performance metrics. As a result of the payment, no further obligations exist as of December 31, 2020. In conjunction with the acquisition of TrademarkVision, the Company agreed to pay former shareholders a potential earn-out dependent upon achievement of certain milestones and financial performance metrics through 2020. Amounts payable were contingent upon TrademarkVision’s achievement of certain milestones and performance metrics. During the nine months ended September 30, 2020, the Company paid $8,000 of the contingent purchase price to complete the earn-out. Due to the earn-out being settled during 2020, the outstanding liability as of December 31, 2020 was $0. In conjunction with the acquisition of DRG, the Company agreed to pay up to 2,895,638 shares as contingent stock consideration, valued at $58,897 on the closing date of the acquisition. See Note 4 - Business Combinations for more information on the contingent stock consideration. Amounts payable were contingent upon any indemnity losses or claims to indemnity losses occurring within that one-year period. During March 2021, the Company issued 2,895,638 shares as per the purchase agreement for the acquisition of DRG for a total of $61,619 which was satisfied. The issuance of these shares represents a non-cash financing activity on the statement of cash flows. In conjunction with the acquisition of CPA Global, the Company agreed to pay up to 1,500,000 shares as contingent stock consideration, valued at $46,485 on the closing date of the acquisition. See Note 4 - Business Combinations for more information on the contingent stock consideration. The amount was payable 110 days after the acquisition date and was contingent upon any indemnity losses or claims for indemnity losses as defined in the purchase agreement. During January 2021, the Company issued 1,500,000 shares as per the purchase agreement for the acquisition of CPA Global related to a hold-back clause for a total of $43,890 which was satisfied. The issuance of these shares represents a non-cash financing activity on the statement of cash flows. As of September 30, 2021, there were no outstanding contingent liabilities. ProQuest Acquisition Contingent Fees Upon consummation of the acquisition of ProQuest, which we announced on May 17, 2021, the Company agreed to pay 46,910,923 of our ordinary shares to the sellers to fund a portion of the estimated purchase price. Additionally, certain payments are contingent upon the consummation of the ProQuest acquisition, including $25,336 associated with the discount on debt for the underwriter's fee, which once incurred, will be netted against the balance of funds received, as well as $83,250 of transaction-related fees. MCPS Dividends As noted in Note 16 - Shareholders’ Equity, dividends on our convertible preferred shares will be payable on a cumulative basis when, as and if declared by our board of directors, or an authorized committee of our board of directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. Refer to Note 16 - Shareholder's Equity for further details.

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