XML 33 R25.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Product and Geographic Sales Information | 9 Months Ended
--- | ---
Sep. 30, 2022
Segment Reporting [Abstract] |
Product and Geographic Sales Information | Segment Information The Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). The CODM evaluates segment performance based primarily on revenue and segment Adjusted EBITDA, as described below. The CODM does not review assets by operating segment for the purposes of assessing performance or allocating resources. At the end of the third quarter, the Company realigned its business segments based on the products we offer and the markets they serve. The composition change correlates with our One Clarivate vision, to align our operations with our customer and industry verticals, to focus outside-in on our customers and the complete portfolio of solutions we can offer them. The change was effective September 30, 2022. All segment results for prior periods have been recast to conform to the new presentation and allocation methodologies, which consists of assigning certain costs to each segment based on an identified driver. In comparison to the segments reported in our Annual Report on Form 10-K for the year ended December 31, 2021, the product groups included in the Intellectual Property segment remain unchanged. The segment realignment primarily impacted the Science segment to bifurcate between our A&G and LS&H product groups. Academia and Government: The A&G segment provides curated high-value, structured content, discovery solutions and related software applications that are embedded into the workflows of our customers, which include libraries, universities and research institutions world-wide. Life Sciences and Healthcare: The Life Sciences and Healthcare segment serves the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and preclinical research, competitive intelligence, regulatory information and clinical trials. Intellectual Property: The Intellectual Property segment serves customers with our patent, trademark, and IP management solutions. These solutions help manage customer’s end-to-end portfolio of intellectual property from patents to trademarks across the entire IP lifecycle. Each of the three operating segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The CODM evaluates performance based primarily on segment revenue and Adjusted EBITDA. Adjusted EBITDA represents net (loss) income before the provision for income taxes, depreciation and amortization and interest expense adjusted to exclude acquisition or disposal-related transaction costs, losses on extinguishment of debt, share-based compensation, unrealized foreign currency gains/(losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Revenues, net by segment The following table summarizes revenue by reportable segment for the periods indicated:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Academia and Government | $ | 307.1 |  |  | $ | 102.3 |  |  | $ | 951.6 |  |  | $ | 303.3 |
Life Sciences and Healthcare | 103.6 |  |  | 98.5 |  |  | 327.7 |  |  | 291.1 |
Intellectual Property | 225.0 |  |  | 241.3 |  |  | 705.2 |  |  | 721.8 |
Total Revenues, net | $ | 635.7 |  |  | $ | 442.1 |  |  | $ | 1,984.5 |  |  | $ | 1,316.2 |
Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to net income for the periods indicated:
| Three Months Ended September 30, |  | Nine Months Ended September 30, |  |
| 2022 |  | 2021 |  | 2022 |  | 2021 |  |
Academia and Government | $ | 124.1 |  |  | $ | 59.7 |  |  | $ | 351.5 |  |  | $ | 169.0 |  |  |
Life Sciences and Healthcare | 41.5 |  |  | 32.2 |  |  | 125.4 |  |  | 92.3 |  |  |
Intellectual Property | 106.0 |  |  | 98.1 |  |  | 331.4 |  |  | 282.5 |  |  |
Total Adjusted EBITDA | $ | 271.6 |  |  | $ | 190.0 |  |  | $ | 808.3 |  |  | $ | 543.8 |  |  |
Provision for income taxes | (22.1) |  |  | (3.7) |  |  | (48.9) |  |  | (12.2) |  |  |
Depreciation and amortization | (169.7) |  |  | (130.7) |  |  | (521.7) |  |  | (392.6) |  |  |
Interest expense and amortization of debt discount, net | (71.5) |  |  | (65.3) |  |  | (193.3) |  |  | (141.2) |  |  |
Mark to market gain (loss) on financial instruments(1) | 53.3 |  |  | 83.0 |  |  | 202.7 |  |  | 113.2 |  |  |
Deferred revenues adjustment(2) | (0.3) |  |  | (0.1) |  |  | (0.9) |  |  | (4.5) |  |  |
Transaction related costs(3) | 3.7 |  |  | (16.4) |  |  | (8.1) |  |  | (7.4) |  |  |
Share-based compensation expense | (20.8) |  |  | (10.6) |  |  | (79.9) |  |  | (107.7) |  |  |
Restructuring and impairment(4) | (26.0) |  |  | (7.1) |  |  | (56.9) |  |  | (125.7) |  |  |
Goodwill impairment | (4,448.6) |  |  | — |  |  | (4,448.6) |  |  | — |  |  |
Other(5) | 14.9 |  |  | (10.7) |  |  | 63.7 |  |  | (24.8) |  |  |
Net (loss) income | $ | (4,415.5) |  |  | $ | 28.4 |  |  | $ | (4,283.6) |  |  | $ | (159.1) |  |  |
Dividends on preferred shares | (18.9) |  |  | (22.4) |  |  | (56.3) |  |  | (22.4) |  |  |
Net (loss) income attributable to ordinary shares | $ | (4,434.4) |  |  | $ | 6.0 |  |  | $ | (4,339.9) |  |  | $ | (181.5) |  |  |
(1) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. |  |
(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, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. The nine months ended September 30, 2021 period also includes the mark-to-market adjustment gains on the contingent stock consideration associated with the CPA Global and DRG acquisitions. |  |
(4) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment for further information. |  |
(5) 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. |  |

X
- References No definition available. + Details
Name: | us-gaap_SegmentReportingAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 31 -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 34 -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 21 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 40 -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (f) -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 41 -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 22 -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 42 -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 21 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -URI http://asc.fasb.org/topic&trid=2134510 + Details
Name: | us-gaap_SegmentReportingDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration