Clarivate(CLVT) - 2025 Q2 - Quarterly Report

General Information This section provides essential filing details for Clarivate Plc's Form 10-Q, including forward-looking statement disclaimers, defined terms, and official communication channels Form 10-Q Filing Details This section details the filing information for Clarivate Plc's Form 10-Q for the quarterly period ended June 30, 2025, including its registration with the SEC, trading symbol (CLVT) on the New York Stock Exchange, and classification as a large accelerated filer - Clarivate Plc is filing its quarterly report (Form 10-Q) for the period ended June 30, 2025[2] Registrant Information | Attribute | Value | | :---------- | :---- | | Commission File No. | 001-38911 | | Trading Symbol | CLVT | | Exchange | New York Stock Exchange | | Filer Type | Large accelerated filer | | Ordinary Shares Outstanding (June 30, 2025) | 672,219,064 | Cautionary Note Regarding Forward-Looking Statements This section provides a cautionary note regarding forward-looking statements within the report, emphasizing that such statements are based on current expectations and beliefs and involve risks and uncertainties - The report contains forward-looking statements subject to risks and uncertainties, which may cause actual results to differ materially from projections[8][9] - Key Risk Factors: * Dependence on third parties for data and services * Increased accessibility to free or inexpensive information sources * Ability to compete in a highly competitive industry * Ability to maintain high annual renewal rates * Ability to adapt to rapidly changing technology, evolving industry standards, macroeconomic conditions, and regulatory requirements * Changes in government policy, spending priorities, or research funding * Success of the Value Creation Plan * Loss of, or inability to attract and retain, key personnel * Effectiveness of business continuity plans * Ability to derive benefits from organic growth, acquisitions, joint ventures, investments, or dispositions * Exposure to risk from operations and employees in Israel * Exposure to risk from international operations, including tax consequences * Strength of brand and reputation * Level of indebtedness * Ability to obtain, protect, defend, or enforce intellectual property rights * Ability to leverage artificial intelligence technologies (AI), including generative AI, LLMs, and machine learning * Significant disruption in or unauthorized access to or breaches of computer systems, including cybersecurity risks * Use of 'open source' software * Ability to comply with applicable data protection and privacy laws * Other factors beyond control Defined Terms and Presentation This section clarifies the defined terms used throughout the quarterly report, stating that 'Clarivate,' 'the Company,' 'our,' 'us,' and 'we' refer to Clarivate Plc and its consolidated subsidiaries - Clarivate Plc and its consolidated subsidiaries are referred to as 'Clarivate,' 'the Company,' 'our,' 'us,' and 'we' in the report[12] - Dollar amounts are generally presented in millions, except for per share amounts[13] Website and Social Media Disclosure Clarivate uses its website and corporate social media accounts as routine channels for distributing company information, including news releases, presentations, and financial data, to comply with Regulation FD - Clarivate uses its website (www.clarivate.com) and social media (Facebook, X, LinkedIn) for routine distribution of company information and to comply with Regulation FD[14] - Information on the website or social media is not incorporated into, or deemed part of, this quarterly report or other SEC filings[15] Part I. Financial Information This part presents Clarivate Plc's unaudited condensed consolidated financial statements and management's discussion and analysis for the period ended June 30, 2025 Item 1. Financial Statements (Unaudited) This section presents Clarivate Plc's unaudited condensed consolidated financial statements for the period ended June 30, 2025, including the Balance Sheets, Statements of Operations, Comprehensive Income (Loss), Changes in Equity, and Cash Flows, along with detailed notes Condensed Consolidated Balance Sheets The balance sheet shows a slight decrease in total assets and shareholders' equity, alongside an increase in total liabilities, primarily driven by changes in intangible assets and deferred revenues Condensed Consolidated Balance Sheets (Unaudited) - Key Figures (In millions) | Item | June 30, 2025 | December 31, 2024 | Change (vs. Dec 31, 2024) | | :----------------------------------- | :------------ | :---------------- | :-------------------------- | | ASSETS | | | | | Cash and cash equivalents | $362.6 | $295.2 | +$67.4 | | Total current assets | $1,340.2 | $1,244.6 | +$95.6 | | Other intangible assets, net | $8,284.0 | $8,441.2 | -$157.2 | | Goodwill | $1,566.9 | $1,566.6 | +$0.3 | | Total assets | $11,421.2 | $11,490.2 | -$69.0 | | LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | Current portion of deferred revenues | $929.1 | $859.1 | +$70.0 | | Total current liabilities | $1,478.8 | $1,433.5 | +$45.3 | | Long-term debt | $4,516.8 | $4,518.7 | -$1.9 | | Total liabilities | $6,427.1 | $6,351.2 | +$75.9 | | Total shareholders' equity | $4,994.1 | $5,139.0 | -$144.9 | | Total liabilities and shareholders' equity | $11,421.2 | $11,490.2 | -$69.0 | - Total assets decreased by $69.0 million from December 31, 2024, to June 30, 2025, primarily due to a decrease in other intangible assets, net, partially offset by an increase in cash and cash equivalents[17] - Total liabilities increased by $75.9 million, driven by an increase in current portion of deferred revenues, while total shareholders' equity decreased by $144.9 million[17] Condensed Consolidated Statements of Operations The statements of operations reflect a decrease in revenues but a significant improvement in operating and net income (loss) due to the absence of prior-year impairment charges Condensed Consolidated Statements of Operations (Unaudited) - Key Figures (In millions, except per share data) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $621.4 | $650.3 | $1,215.1 | $1,271.5 | | Total operating expenses | $614.5 | $890.3 | $1,229.0 | $1,506.5 | | Income (loss) from operations | $6.9 | $(240.0) | $(13.9) | $(235.0) | | Interest expense, net | $66.6 | $71.1 | $130.9 | $141.3 | | Income (loss) before income taxes | $(59.7) | $(311.1) | $(144.8) | $(371.1) | | Provision (benefit) for income taxes | $12.3 | $(6.8) | $31.1 | $8.2 | | Net income (loss) | $(72.0) | $(304.3) | $(175.9) | $(379.3) | | Net income (loss) attributable to ordinary shares | $(72.0) | $(316.8) | $(175.9) | $(410.6) | | Basic EPS | $(0.11) | $(0.46) | $(0.26) | $(0.61) | | Diluted EPS | $(0.11) | $(0.46) | $(0.26) | $(0.61) | - Key Changes (YoY): * Revenues: Decreased by $28.9 million (-4.4%) for Q2 2025 and $56.4 million (-4.4%) for H1 2025 * Income (loss) from operations: Improved significantly from a loss of $(240.0) million in Q2 2024 to a gain of $6.9 million in Q2 2025, primarily due to the absence of goodwill and intangible asset impairments ($302.8 million in Q2 2024) * Net income (loss): Improved from a loss of $(304.3) million in Q2 2024 to a loss of $(72.0) million in Q2 2025. For H1 2025, the loss improved from $(379.3) million to $(175.9) million * Basic and Diluted EPS: Improved from $(0.46) in Q2 2024 to $(0.11) in Q2 2025, and from $(0.61) in H1 2024 to $(0.26) in H1 2025 Condensed Consolidated Statements of Comprehensive Income (Loss) Comprehensive income (loss) significantly improved year-over-year, primarily driven by positive foreign currency translation adjustments Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Key Figures (In millions) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(72.0) | $(304.3) | $(175.9) | $(379.3) | | Other comprehensive income (loss), net of tax | $71.4 | $15.3 | $107.1 | $(1.7) | | Comprehensive income (loss) | $(0.6) | $(289.0) | $(68.8) | $(381.0) | - Key Changes (YoY): * Comprehensive income (loss): Significantly improved from a loss of $(289.0) million in Q2 2024 to a loss of $(0.6) million in Q2 2025. For H1 2025, the loss improved from $(381.0) million to $(68.8) million * The improvement was largely driven by a positive foreign currency translation adjustment of $74.7 million in Q2 2025 (vs. $15.7 million in Q2 2024) and $114.2 million in H1 2025 (vs. $(3.9) million in H1 2024) Condensed Consolidated Statements of Changes in Equity Total shareholders' equity decreased due to net loss and share repurchases, partially offset by other comprehensive income Condensed Consolidated Statements of Changes in Equity (Unaudited) - Key Figures (In millions) | Item | December 31, 2024 | June 30, 2025 | Change | | :----------------------------------- | :---------------- | :------------ | :----- | | Total Shareholders' Equity | $5,139.0 | $4,994.1 | $(144.9) | | Ordinary Shares (Amount) | $12,978.8 | $12,902.7 | $(76.1) | | Accumulated Other Comprehensive Loss | $(526.3) | $(419.2) | +$107.1 | | Accumulated Deficit | $(7,313.5) | $(7,489.4) | $(175.9) | - Key Changes (H1 2025): * Total shareholders' equity decreased by $144.9 million from December 31, 2024, to June 30, 2025 * This decrease was primarily due to net loss of $(175.9) million and repurchases of ordinary shares totaling $(99.5) million, partially offset by other comprehensive income of $107.1 million * The number of ordinary shares outstanding decreased from 691.4 million to 672.2 million due to share repurchases Condensed Consolidated Statements of Cash Flows Operating cash flow slightly decreased, while investing and financing cash outflows reduced, leading to a significant increase in net cash and cash equivalents Condensed Consolidated Statements of Cash Flows (Unaudited) - Key Figures (In millions) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | | Net cash provided by operating activities | $287.5 | $302.4 | $(14.9) | | Net cash used for investing activities | $(126.9) | $(166.6) | +$39.7 | | Net cash used for financing activities | $(110.5) | $(120.8) | +$10.3 | | Net change in cash and cash equivalents | $67.4 | $5.7 | +$61.7 | | Cash and cash equivalents, end of period | $362.6 | $376.4 | $(13.8) | - Key Changes (H1 2025 vs. H1 2024): * Net cash provided by operating activities decreased by $14.9 million, primarily due to increased restructuring costs * Net cash used for investing activities decreased by $39.7 million, mainly due to lower acquisition and divestiture activity and reduced capital spending * Net cash used for financing activities decreased by $10.3 million, driven by lower principal payments on debt and preferred share dividends in the prior year, partially offset by increased share repurchases in the current year * Overall, net change in cash and cash equivalents increased significantly by $61.7 million, leading to an ending cash balance of $362.6 million Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations of Clarivate's accounting policies, revenue recognition, asset valuations, debt, equity, and other financial commitments Note 1: Nature of Operations and Summary of Significant Accounting Policies Clarivate Plc is a global provider of transformative intelligence, supporting the innovation lifecycle across Academia & Government (A&G), Intellectual Property (IP), and Life Sciences & Healthcare (LS&H) segments - Clarivate Plc is a leading global provider of transformative intelligence, serving Academia & Government, Intellectual Property, and Life Sciences & Healthcare end markets[31] - The financial statements are prepared in accordance with U.S. GAAP, and no material changes to significant accounting policies were reported[32][35] - Recently Issued Accounting Standards: * ASU 2023-09 (Income Tax Disclosures): Effective for fiscal years beginning after December 15, 2024. Clarivate is assessing the impact * ASU 2024-03 (Disaggregation of Income Statement Expenses): Effective for annual periods beginning after December 15, 2026. Clarivate is assessing the impact Note 2: Revenues Clarivate generates revenue primarily through subscription arrangements and re-occurring contracts, with a smaller portion from transactional offerings, experiencing flat subscription revenues and decreased transactional revenues in Q2 2025 Revenues Disaggregated by Transaction Type (In millions) | Transaction Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Subscription revenues | $405.7 | $405.6 | $794.3 | $808.7 | | Re-occurring revenues | $108.9 | $108.6 | $214.8 | $211.1 | | Transactional revenues | $106.8 | $136.1 | $206.0 | $251.7 | | Total Revenues | $621.4 | $650.3 | $1,215.1 | $1,271.5 | - Revenue Trends (YoY): * Q2 2025: Subscription revenues were flat (+$0.1M), re-occurring revenues increased modestly (+$0.3M), and transactional revenues decreased by $29.3 million (-21.5%) * H1 2025: Subscription revenues decreased by $14.4 million (-1.8%), re-occurring revenues increased by $3.7 million (+1.8%), and transactional revenues decreased by $45.7 million (-18.2%) - During the six months ended June 30, 2025, Clarivate recognized $546.7 million in revenues attributable to deferred revenues recorded at the beginning of the period[40] Note 3: Other Intangible Assets, Net Clarivate's other intangible assets, net, primarily consisting of customer relationships, technology and content, and computer software, decreased mainly due to amortization Other Intangible Assets, Net (In millions) | Category | June 30, 2025 (Net) | December 31, 2024 (Net) | Change | | :---------------------- | :------------------ | :-------------------- | :----- | | Customer relationships | $6,146.9 | $6,258.0 | $(111.1) | | Technology and content | $1,462.7 | $1,544.2 | $(81.5) | | Computer software | $488.9 | $451.4 | +$37.5 | | Trade names and other | $28.6 | $30.7 | $(2.1) | | Definite-lived intangible assets | $8,127.1 | $8,284.3 | $(157.2) | | Indefinite-lived trade names | $156.9 | $156.9 | $0.0 | | Total Other intangible assets, net | $8,284.0 | $8,441.2 | $(157.2) | - Amortization Expense: * Q2 2025: $185.2 million (vs. $179.9 million in Q2 2024) * H1 2025: $365.8 million (vs. $354.4 million in H1 2024) Note 4: Derivative Instruments Clarivate uses derivative instruments, including interest rate swaps and cross-currency swaps, to manage foreign currency exchange rate risk and interest rate risk, employing cash flow, fair value, and net investment hedges - Clarivate uses derivative instruments (foreign currency contracts, cross-currency swaps, interest rate swaps) to manage foreign currency and interest rate risks[46] - Derivative Instruments Overview: * Cash flow hedges (Interest rate swaps): Two outstanding swaps with a combined notional value of $745.0 million maturing in October 2026, and two new swaps with a combined notional value of $402.7 million maturing in January 2031 (entered June 2025) * Fair value hedges (Cross-currency swaps): Two new swaps with a combined notional value of €350.0 million maturing in January 2031 (entered June 2025) to mitigate foreign currency exposure on intercompany debt * Net investment hedge (Cross-currency swap): One €100.0 million swap maturing in November 2026 to mitigate foreign currency exposure in euro-functional-currency subsidiaries * Derivatives not designated as accounting hedges (Foreign currency forward contracts): Notional amount of $150.0 million as of June 30, 2025 (vs. $91.1 million as of December 31, 2024) Fair Value of Derivative Instruments (In millions) | Balance Sheet Location | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Total derivative assets | $9.4 | $18.4 | | Total derivative liabilities | $17.8 | $1.1 | Note 5: Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities decreased primarily due to a reduction in liabilities due to customers and accrued royalties, partially offset by an increase in miscellaneous accruals Accrued Expenses and Other Current Liabilities (In millions) | Item | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Liabilities due to customers | $68.4 | $84.8 | $(16.4) | | Accrued royalties | $65.0 | $79.3 | $(14.3) | | Miscellaneous accruals | $159.1 | $146.0 | +$13.1 | | Total Accrued expenses and other current liabilities | $292.5 | $310.1 | $(17.6) | Note 6: Debt Clarivate's total debt outstanding remained relatively stable at $4,570.5 million as of June 30, 2025, following a refinancing of $500.0 million of Senior Secured Notes due 2026 with a new term loan Total Indebtedness (In millions) | Type | Maturity | Effective Interest Rate (June 30, 2025) | Carrying Value (June 30, 2025) | Carrying Value (December 31, 2024) | | :-------------------------- | :------- | :-------------------------------------- | :----------------------------- | :--------------------------------- | | Senior Secured Notes | 2026 | 4.500% | $200.0 | $700.0 | | Senior Secured Notes | 2028 | 3.875% | $921.2 | $921.2 | | Senior Notes | 2029 | 4.875% | $921.4 | $921.4 | | Revolving Credit Facility | 2029 | 7.077% | $0.0 | $0.0 | | Term Loan Facility (Tranche 1) | 2031 | 7.077% | $1,999.2 | $1,999.2 | | Term Loan Facility (Tranche 2) | 2031 | 7.577% | $500.0 | $0.0 | | Finance lease | 2036 | 6.936% | $28.7 | $29.3 | | Total debt outstanding | | | $4,570.5 | $4,571.1 | - In May 2025, Clarivate issued an incremental $500.0 million Tranche 2 term loan (interest rate margin of 325 basis points over term SOFR) and used the proceeds to redeem $500.0 million of Senior Secured Notes due 2026[61][65] - As of June 30, 2025, letters of credit totaling $6.5 million were collateralized by the revolving credit facility[63] Note 7: Shareholders' Equity Clarivate's Board authorized a new $500.0 million share repurchase program, under which $99.5 million of ordinary shares were repurchased during the first six months of 2025, while all outstanding MCPS converted to ordinary shares in June 2024 - Share Repurchase Program: * Authorized: Up to $500.0 million of ordinary shares (Jan 1, 2025 - Dec 31, 2026) * Repurchased (H1 2025): 23.2 million ordinary shares for $99.5 million (average price $4.29/share) * Remaining availability (June 30, 2025): $400.5 million - All outstanding 5.25% Series A Mandatory Convertible Preferred Shares (MCPS) automatically converted into ordinary shares on June 3, 2024[70] Changes in Accumulated Other Comprehensive Loss (AOCL) (In millions) | Component | Balance as of Dec 31, 2024 | Net other comprehensive income (loss) (H1 2025) | Balance as of June 30, 2025 | | :----------------------------------- | :------------------------- | :---------------------------------------------- | :-------------------------- | | Hedging relationships | $10.7 | $(7.2) | $3.5 | | Defined benefit pension plans | $(0.4) | $0.1 | $(0.3) | | Foreign currency translation adjustment | $(536.6) | $114.2 | $(422.4) | | Total AOCL | $(526.3) | $107.1 | $(419.2) | Note 8: Restructuring and Other Impairments Clarivate is undertaking a Value Creation Plan, initiated in Q4 2024, which is expected to incur approximately $5 million in additional restructuring costs, primarily from workforce reductions, mostly in 2025 - Restructuring Programs: * Value Creation Plan (Q4 2024): Broad-based plan to optimize business model, including cost rationalization and workforce reduction. Expected to incur $5 million in additional restructuring costs, mostly in 2025 * Segment Optimization (Q2 2023): Plan to reduce operational costs, primarily through workforce reduction, substantially complete * ProQuest Acquisition Integration (Q4 2021): Plan to reduce operational costs, primarily through workforce reduction, now complete Restructuring and Other Impairments (Pre-tax charges, In millions) | Activity/Program | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Value Creation Plan (Severance) | $8.8 | $0.0 | $32.8 | $0.0 | | Segment Optimization (Severance) | $0.0 | $2.6 | $0.4 | $12.1 | | Total Severance and related benefit costs | $8.8 | $2.6 | $33.2 | $12.0 | | Total Exit and disposal costs | $0.5 | $0.1 | $0.8 | $0.2 | | Total Lease abandonment costs | $0.0 | $(2.0) | $0.0 | $(2.0) | | Total Restructuring and other impairments | $9.3 | $0.7 | $34.0 | $10.2 | Changes in Restructuring Reserves (In millions) | Item | Reserve balance as of Dec 31, 2024 | Expenses recorded (H1 2025) | Payments made (H1 2025) | Reserve balance as of June 30, 2025 | | :----------------------------------- | :------------------------------- | :-------------------------- | :---------------------- | :-------------------------------- | | Severance and related benefit costs | $2.3 | $33.2 | $(27.3) | $6.1 | | Exit, disposal, and abandonment costs | $0.0 | $0.8 | $(0.8) | $0.1 | | Total Reserve balance | $2.3 | $34.0 | $(28.1) | $6.2 | Note 9: Other Operating Expense (Income), Net Other operating expense (income), net, increased significantly for Q2 and H1 2025, primarily driven by net foreign exchange losses, particularly from transactions denominated in GBP Other Operating Expense (Income), Net (In millions) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Loss (gain) on divestiture | $0.0 | $(1.0) | $0.0 | $14.8 | | Net foreign exchange loss (gain) | $32.7 | $4.4 | $53.4 | $4.6 | | Miscellaneous expense (income), net | $(3.1) | $0.2 | $(4.8) | $1.8 | | Total Other operating expense (income), net | $29.6 | $3.6 | $48.6 | $21.2 | - The increase in other operating expense (income), net, was primarily due to net foreign exchange losses, with the largest impacts from GBP-denominated transactions[135][136] Note 10: Income Taxes The income tax provision for Q2 and H1 2025 increased, primarily due to the mix of jurisdictions where profits and losses were recognized, with the prior year including a tax benefit from goodwill impairment Income Tax Provision (Benefit) (In millions) | Period | Provision (Benefit) for Income Taxes | | :------------------------------- | :----------------------------------- | | Three Months Ended June 30, 2025 | $12.3 | | Three Months Ended June 30, 2024 | $(6.8) | | Six Months Ended June 30, 2025 | $31.1 | | Six Months Ended June 30, 2024 | $8.2 | - The income tax provision for Q2 2025 and H1 2025 was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized. The prior year period included a $14.2 million tax benefit associated with goodwill impairment[78][79] - Tax Law Changes: * OBBBA (One Big Beautiful Bill Act): Enacted July 4, 2025; impacts not reflected in current results. Clarivate is assessing the impact * OECD Pillar Two: UK legislation effective January 1, 2024. Clarivate expects most jurisdictions to meet transitional safe harbor relief, not anticipating a material impact in 2025 Note 11: Earnings Per Share Basic and diluted EPS for ordinary shares improved significantly for both the three and six months ended June 30, 2025, compared to the prior year, primarily due to the improved net income (loss) Earnings Per Share (Unaudited) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) attributable to ordinary shares | $(72.0) | $(316.8) | $(175.9) | $(410.6) | | Weighted average shares, basic | 681.3 | 685.6 | 685.5 | 676.2 | | Basic EPS | $(0.11) | $(0.46) | $(0.26) | $(0.61) | | Diluted EPS | $(0.11) | $(0.46) | $(0.26) | $(0.61) | - Potential ordinary shares (from share-based awards and private placement warrants) were excluded from diluted EPS calculations for both periods as their inclusion would have been antidilutive[82] - The conversion of Mandatory Convertible Preferred Shares (MCPS) on June 3, 2024, led to their inclusion in basic EPS for the period subsequent to conversion in 2024, but they were antidilutive prior to conversion[83] Note 12: Segment Information Clarivate operates in three reportable segments: Academia & Government (A&G), Intellectual Property (IP), and Life Sciences & Healthcare (LS&H), with performance evaluated based on revenues and Adjusted EBITDA - Clarivate's three reportable segments are Academia & Government (A&G), Intellectual Property (IP), and Life Sciences & Healthcare (LS&H)[84] - Performance is evaluated based on revenues and Adjusted EBITDA, which is a non-GAAP measure adjusted for various non-operating items[85] Reportable Segment Revenues and Adjusted EBITDA (In millions) | Segment | Three Months Ended June 30, 2025 (Revenues) | Three Months Ended June 30, 2024 (Revenues) | Three Months Ended June 30, 2025 (Adjusted EBITDA) | Three Months Ended June 30, 2024 (Adjusted EBITDA) | | :---------------------- | :---------------------------------------- | :---------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Academia & Government | $318.5 | $344.5 | $144.8 | $152.1 | | Intellectual Property | $202.5 | $201.6 | $84.6 | $89.1 | | Life Sciences & Healthcare | $100.4 | $104.2 | $32.2 | $33.2 | | Total Reportable Segments | $621.4 | $650.3 | $261.6 | $274.4 | | Segment | Six Months Ended June 30, 2025 (Revenues) | Six Months Ended June 30, 2024 (Revenues) | Six Months Ended June 30, 2025 (Adjusted EBITDA) | Six Months Ended June 30, 2024 (Adjusted EBITDA) | | :---------------------- | :---------------------------------------- | :---------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Academia & Government | $621.2 | $662.2 | $268.6 | $275.6 | | Intellectual Property | $395.2 | $402.5 | $163.4 | $172.2 | | Life Sciences & Healthcare | $198.7 | $206.8 | $62.8 | $62.9 | | Total Reportable Segments | $1,215.1 | $1,271.5 | $494.8 | $510.7 | Note 13: Commitments and Contingencies Clarivate is involved in various legal proceedings, including putative securities class action complaints alleging weaknesses in internal controls and misstatements regarding product quality and organic growth, which the company is vigorously defending - Clarivate is engaged in various legal proceedings, claims, audits, and investigations in the ordinary course of business[92] - Securities Class Action Lawsuits: * Three complaints filed between January and March 2022, consolidated in the U.S. District Court for the Eastern District of New York * Allegations include weaknesses in internal controls over financial reporting, financial reporting procedures, and alleged false/misleading statements regarding product quality and organic revenues/growth rate * A separate class action was filed in Pennsylvania state court in June 2022, asserting similar claims under the Securities Act of 1933 * Clarivate denies the claims and is vigorously defending against them; unable to estimate reasonably possible loss due to early stage of proceedings Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's discussion and analysis of Clarivate's financial condition and results of operations for the periods presented, covering business overview, key performance indicators, detailed results, liquidity, and accounting policies Overview Clarivate is a global provider of transformative intelligence, supporting the innovation lifecycle across Academia & Government, Intellectual Property, and Life Sciences & Healthcare markets - Clarivate is a leading global provider of transformative intelligence, supporting the innovation lifecycle from cultivating curiosity to protecting intellectual property assets[99] - The company offers enriched data, insights & analytics, workflow solutions, and expert services to customers in Academia & Government (A&G), Intellectual Property (IP), and Life Sciences & Healthcare (LS&H) end markets[99] Key Performance Indicators This section outlines Clarivate's key performance indicators, including organic revenue growth, annualized contract value, and annual renewal rates, which demonstrate customer retention and business health - Key Performance Indicators (KPIs) monitored: * Organic revenue growth * Annualized contract value (ACV) * Annual renewal rates * Adjusted EBITDA * Adjusted EBITDA margin * Free cash flow - ACV Performance (YoY): * Organic ACV grew 1.3% compared to June 30, 2024, driven by price increases * Total ACV declined 3.5% to $1,535.6 million as of June 30, 2025, from $1,591.8 million as of June 30, 2024, primarily due to the ScholarOne divestiture and product group wind-downs - The annual renewal rate for the six months ended June 30, 2025, was 93%, up from 92% in the prior year period, indicating strong customer retention[109] Results of Operations This section analyzes Clarivate's consolidated financial performance, highlighting revenue trends, expense changes, and the significant improvement in net income (loss) due to the absence of prior-year impairment charges Consolidated Results of Operations (In millions) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | % Change (QoQ) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | % Change (YoY) | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------- | :----------------------------- | :----------------------------- | :------------- | | Revenues | $621.4 | $650.3 | (4)% | $1,215.1 | $1,271.5 | (4)% | | Cost of revenues | $203.6 | $213.6 | (5)% | $410.6 | $431.4 | (5)% | | Selling, general and administrative costs | $181.1 | $185.2 | (2)% | $359.5 | $377.1 | (5)% | | Depreciation and amortization | $190.9 | $184.4 | 4% | $376.3 | $363.8 | 3% | | Goodwill and intangible asset impairments | $0.0 | $302.8 | N/M | $0.0 | $302.8 | N/M | | Restructuring and other impairments | $9.3 | $0.7 | N/M | $34.0 | $10.2 | N/M | | Other operating expense (income), net | $29.6 | $3.6 | N/M | $48.6 | $21.2 | N/M | | Income (loss) from operations | $6.9 | $(240.0) | N/M | $(13.9) | $(235.0) | N/M | | Interest expense, net | $66.6 | $71.1 | (6)% | $130.9 | $141.3 | (7)% | | Net income (loss) | $(72.0) | $(304.3) | N/M | $(175.9) | $(379.3) | N/M | - Revenue Drivers (Q2 2025 vs. Q2 2024): * Subscription revenues: Flat, with organic growth and FX gains offset by disposal-related reductions (ScholarOne divestiture, product group wind-downs) * Re-occurring revenues: Modestly increased due to FX translation gains, partially offset by lower IP patent renewal volumes * Transactional revenues: Decreased primarily due to product group wind-downs within A&G - Segment Revenue Changes (Q2 2025 vs. Q2 2024): * A&G: Decreased by 7.5% due to ScholarOne divestiture and product group wind-downs, partially offset by organic subscription growth * IP: Increased modestly by 0.4% due to FX translation gains, partially offset by lower IP transactional volumes * LS&H: Decreased by 3.6% primarily due to product group wind-downs - Expense Changes (Q2 2025 vs. Q2 2024): * Cost of revenues: Decreased by 4.7% due to product group wind-downs and cost management * SG&A costs: Decreased by 2.2% due to cost management and reductions in share-based compensation expense * Depreciation and amortization: Increased by 3.5% due to increased investment in content assets * Goodwill and intangible asset impairments: No charge in Q2 2025, compared to $302.8 million in Q2 2024 * Restructuring and other impairments: Increased significantly to $9.3 million (from $0.7 million) due to the Value Creation Plan * Interest expense, net: Decreased by 6.3% due to lower interest rates on variable-rate debt and reduced borrowings Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) Adjusted EBITDA and its margin remained relatively stable, reflecting the company's operational efficiency despite revenue declines Adjusted EBITDA and Adjusted EBITDA Margin (In millions) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(72.0) | $(304.3) | $(175.9) | $(379.3) | | Adjusted EBITDA | $261.6 | $274.4 | $494.8 | $510.7 | | Net income (loss) margin | (11.6)% | (46.8)% | (14.5)% | (29.8)% | | Adjusted EBITDA margin | 42.1% | 42.2% | 40.7% | 40.2% | - Key Changes (YoY): * Adjusted EBITDA decreased by $12.8 million (-4.7%) for Q2 2025 and $15.9 million (-3.1%) for H1 2025 * Adjusted EBITDA margin remained relatively stable at 42.1% for Q2 2025 (vs. 42.2% in Q2 2024) and increased slightly to 40.7% for H1 2025 (vs. 40.2% in H1 2024) Liquidity and Capital Resources Clarivate maintains adequate liquidity through operating cash flows and borrowing capacity, having recently refinanced a portion of its debt to manage interest rate and foreign currency risks - Clarivate finances operations primarily through cash from operating activities and borrowing. As of June 30, 2025, it had $362.6 million in cash and cash equivalents and $693.5 million in available borrowing capacity under its revolving credit facility[143] Cash Flows by Activity (In millions) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | | Net cash provided by operating activities | $287.5 | $302.4 | $(14.9) | | Net cash used for investing activities | $(126.9) | $(166.6) | +$39.7 | | Net cash used for financing activities | $(110.5) | $(120.8) | +$10.3 | Free Cash Flow (Non-GAAP Measure) (In millions) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | | Net cash provided by operating activities | $287.5 | $302.4 | $(14.9) | | Capital expenditures | $(126.9) | $(130.3) | +$3.4 | | Free cash flow | $160.6 | $172.1 | $(11.5) | - Free cash flow decreased by $11.5 million (7%) for H1 2025, primarily due to the decrease in net cash provided by operating activities, partially offset by a slight reduction in capital expenditures[148] - In May 2025, Clarivate refinanced $500.0 million of Senior Secured Notes due 2026 with an incremental $500.0 million Tranche 2 term loan, and entered into foreign currency swap transactions to economically reduce the interest rate by approximately 2% by converting about 80% of the new debt to Euro[150] - The company believes cash flow from operations, available cash, borrowing capacity, and access to capital markets will be adequate to meet debt service, liquidity needs, and fund capital expenditures for the foreseeable future[154] Critical Accounting Policies and Estimates This section confirms no material changes to Clarivate's critical accounting policies and estimates since the last annual report - There have been no material changes to Clarivate's critical accounting policies and estimates from those reported in its annual report on Form 10-K for the year ended December 31, 2024[157] Recently Issued and Adopted Accounting Pronouncements This section refers to Note 1 for details on recently issued and adopted accounting pronouncements, indicating ongoing assessment of their potential impact - Information regarding recently issued and adopted accounting pronouncements is provided in Note 1 – Nature of Operations and Summary of Significant Accounting Policies[158] Item 3. Quantitative and Qualitative Disclosures About Market Risk Clarivate's market risks, primarily related to foreign currency exchange rates and interest rates, have not materially changed as of June 30, 2025, from those discussed in its most recent annual report on Form 10-K - Market risks, including foreign currency exchange rate risk and interest rate risk, have not materially changed as of June 30, 2025, compared to the prior annual report[159] Item 4. Controls and Procedures Clarivate's management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025 - As of June 30, 2025, Clarivate's disclosure controls and procedures were effective at the reasonable assurance level[161] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[162] Part II. Other Information This part covers additional disclosures including legal proceedings, risk factors, equity security sales, other information, and a list of exhibits filed with the Form 10-Q Item 1. Legal Proceedings Information regarding legal proceedings is incorporated by reference from Note 13 – Commitments and Contingencies in Part I, Item 1 of this quarterly report - Details on legal proceedings are provided in Note 13 – Commitments and Contingencies[164] Item 1A. Risk Factors There have been no material changes to the risk factors associated with Clarivate's business from those reported in its annual report on Form 10-K for the year ended December 31, 2024 - No material changes to risk factors were reported compared to the annual report on Form 10-K for the year ended December 31, 2024[165] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Clarivate repurchased 11,668,156 ordinary shares during the three months ended June 30, 2025, at an average price of $4.29 per share, as part of its publicly announced share repurchase program Issuer Purchases of Equity Securities (Three Months Ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs | | :----------------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------------- | :------------------------------------------------------------------------------- | | April 1, 2025 - April 30, 2025 | 50,068 | $3.44 | 0 | $450 | | May 1, 2025 - May 31, 2025 | 1,145,893 | $4.24 | 1,057,743 | $446 | | June 1, 2025 - June 30, 2025 | 10,472,195 | $4.30 | 10,458,032 | $401 | | Total | 11,668,156 | | 11,515,775 | | - A share repurchase program of up to $500.0 million was authorized in December 2024, valid through December 31, 2026. Shareholder approval in May 2025 updated the authority to repurchase up to 100 million ordinary shares through May 6, 2030[167] Item 5. Other Information During the quarter ended June 30, 2025, no director or officer of Clarivate adopted or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading plan or non-Rule 10b5-1 trading arrangement during Q2 2025[168] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including various incentive award plans, an amendment to the credit agreement, certifications from the CEO and CFO, and the interactive data file in Inline XBRL format - Key Exhibits: * Clarivate Plc Amended and Restated 2019 Incentive Award Plan (dated June 1, 2025) and related forms of Restricted Share Unit and Performance Share Unit Agreements * Amendment No. 7 to Credit Agreement (dated May 30, 2025) * Certifications of CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 * Interactive Data File (Inline XBRL) for the financial statements Signature This section provides the official signature details for the Form 10-Q filing, including the signing officer and date Signature Details The report was signed on behalf of Clarivate Plc by Jonathan M. Collins, Executive Vice President & Chief Financial Officer, in London, United Kingdom, on July 30, 2025 - The report was signed by Jonathan M. Collins, Executive Vice President & Chief Financial Officer, on July 30, 2025[172]