Clarivate(CLVT) - 2023 Q4 - Annual Report

PART I Business Overview Clarivate is a global information services provider offering subscription and technology-based solutions across three segments, with 79% of 2023 revenues from subscriptions and over 90% annual renewal rates - Clarivate operates through three reportable segments: Academia & Government (A&G), Intellectual Property (IP), and Life Sciences & Healthcare (LS&H)[281] - The company's strategy includes strengthening its portfolio through key acquisitions and divesting non-core businesses[281] - For the year ended December 31, 2023, approximately 79% of revenues were from subscription and re-occurring arrangements, with annual customer renewal rates exceeding 90%[302][319] 2023 Revenue Breakdown | Category | Percentage of 2023 Revenue | | :--- | :--- | | By Segment | | | Academia & Government | 50% | | Intellectual Property | 33% | | Life Sciences & Healthcare | 17% | | By Type | | | Subscription & Re-occurring | 79% | | Transactional | 21% | | By Geography | | | Americas | 53% | | EMEA | 27% | | APAC | 20% | Risk Factors The company faces significant risks including dependence on third-party data, intense competition, AI integration, cybersecurity threats, high indebtedness, and a material weakness in internal controls - The company is dependent on third-party data providers and public sources, and changes in these relationships could adversely affect operations[340] - Risks associated with the integration and use of Artificial Intelligence (AI) include potential for inaccurate output, reputational damage, and evolving regulatory frameworks[319][343] - Significant cybersecurity risks exist, including threats of cyberattacks on the company's and its third-party vendors' systems, which could lead to data breaches and operational disruptions[326] - The company has substantial indebtedness, which could make it difficult to satisfy debt obligations and limit financial flexibility[376] - A material weakness in internal control over financial reporting has been identified related to the preparation and review of footnote disclosures in the consolidated financial statements[377] Cybersecurity Clarivate's cybersecurity risk management is integrated into its Enterprise Risk Management program, based on ISO frameworks, with Board oversight and a dedicated CISO - The cybersecurity program is based on recognized industry frameworks, including the International Organization for Standardization (ISO), and includes annual risk assessments with independent security firms[379] - Oversight is provided by the Board's Risk & Sustainability Committee, which receives periodic reports from management on cybersecurity programs and data protection controls[381] - A Chief Information Security Officer (CISO) with over 25 years of experience leads a dedicated team responsible for managing cybersecurity risks and incident response[381] PART II Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) In 2023, Clarivate's revenue decreased by 1.2% to $2.63 billion, resulting in a $911.2 million net loss due to goodwill impairment, while generating $501.7 million in free cash flow Results of Operations In 2023, revenues decreased 1.2% to $2,628.8 million due to divestitures, with a $979.9 million goodwill impairment leading to a $911.2 million net loss Consolidated Results of Operations (in millions) | Line Item | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Revenues, net | $2,628.8 | $2,659.8 | $1,876.9 | | Cost of revenues | $906.4 | $954.0 | $626.1 | | Goodwill and intangible asset impairments | $979.9 | $4,449.1 | $0.0 | | Income (loss) from operations | ($734.7) | ($3,925.6) | ($87.0) | | Net income (loss) | ($911.2) | ($3,960.2) | ($270.5) | - Net revenue decreased by $31.0 million (-1.2%) in 2023 compared to 2022, primarily due to disposals partially offset by organic growth and FX benefits[412] - A goodwill impairment charge of $844.7 million was recorded in 2023, with $579.2 million for IP and $265.5 million for LS&H, primarily due to worsening macroeconomic conditions[429][555] - Subscription revenues were flat in 2023, decreasing by $0.7 million, as a decline from divestiture was offset by organic growth and FX benefits[2][437] Liquidity and Capital Resources As of December 31, 2023, Clarivate had $370.7 million in cash, generated $744.2 million in operating cash flow and $501.7 million in free cash flow, and refinanced debt in January 2024 to extend maturities Cash Flow Summary (in millions) | Cash Flow Activity | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Operating Activities | $744.2 | $509.3 | $323.8 | | Investing Activities | ($237.4) | $57.3 | ($4,044.5) | | Financing Activities | ($496.5) | ($759.2) | $4,032.2 | Free Cash Flow (Non-GAAP) (in millions) | Component | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | $744.2 | $509.3 | $323.8 | | Capital expenditures | ($242.5) | ($202.9) | ($118.5) | | Free Cash Flow | $501.7 | $306.4 | $205.2 | - In January 2024, the company refinanced its Term Loan Facility with a new $2,150 million tranche maturing in 2031 and its Revolving Credit Facility with a new $700 million facility maturing in 2029, extending maturities and lowering cash interest costs[16][213] Financial Statements and Supplementary Data The consolidated financial statements present Clarivate's financial position and results, with an unqualified auditor's opinion on financials but an adverse opinion on internal controls due to a material weakness Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP issued an unqualified opinion on the financial statements but an adverse opinion on internal controls due to a material weakness, highlighting goodwill impairment as a critical audit matter - The auditor issued an adverse opinion on internal control over financial reporting due to a material weakness related to the preparation and review of footnote disclosures[520] - The critical audit matter highlighted was the goodwill impairment assessment for the IP and LS&H reporting units, due to the significant management judgment involved in estimating fair value using a discounted cash flow model[462] Consolidated Financial Statements As of December 31, 2023, total assets were $12.71 billion and total liabilities $6.71 billion, with a $911.2 million net loss and $744.2 million operating cash flow for the year Consolidated Balance Sheet Data (in millions) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $1,462.2 | $1,395.2 | | Goodwill | $2,023.7 | $2,876.5 | | Total Assets | $12,706.8 | $13,944.9 | | Total Current Liabilities | $1,600.0 | $1,559.8 | | Long-term debt | $4,721.1 | $5,005.0 | | Total Liabilities | $6,714.5 | $7,132.4 | | Total Shareholders' Equity | $5,992.3 | $6,812.5 | Consolidated Statement of Operations Data (in millions) | Account | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Revenues, net | $2,628.8 | $2,659.8 | $1,876.9 | | Goodwill and intangible asset impairments | $979.9 | $4,449.1 | $0.0 | | Net income (loss) | ($911.2) | ($3,960.2) | ($270.5) | Notes to the Consolidated Financial Statements The notes provide detailed disclosures on acquisitions, divestitures, revenue disaggregation, significant goodwill impairments, debt structure, and segment performance, including $1.32 billion A&G revenue in 2023 - Note 2: The 2021 acquisition of ProQuest had a total consideration of $5,002.3 million, and the 2022 divestiture of MarkMonitor resulted in a net gain of $278.5 million[99][577] - Note 6: A goodwill impairment charge of $844.7 million was recorded in Q4 2023 for the IP and LS&H segments, following a $4.4 billion impairment charge in 2022[555] - Note 9: As of December 31, 2023, total debt outstanding was $4,770.3 million before discounts and issuance costs[562] Segment Revenues and Adjusted EBITDA - 2023 (in millions) | Segment | Revenues | Adjusted EBITDA | | :--- | :--- | :--- | | Academia & Government | $1,323.3 | $558.5 | | Intellectual Property | $862.7 | $400.4 | | Life Sciences & Healthcare | $442.8 | $158.3 | | Total | $2,628.8 | $1,117.2 | Controls and Procedures Management concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to a material weakness in internal control over financial reporting related to footnote disclosures - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to a material weakness in internal control over financial reporting[184] - The material weakness is a deficiency in the design and maintenance of controls related to the preparation and review of footnote disclosures, including the completeness and accuracy of underlying information[186] - A remediation plan was implemented in Q4 2023, but the new controls must operate for a sufficient period to be tested and deemed effective[187] PART III This section covers directors, executive officers, corporate governance, executive compensation, security ownership, related party transactions, and principal accounting fees, with information incorporated by reference from the 2024 Proxy Statement Directors, Executive Officers, and Corporate Governance Information regarding the company's directors, executive officers, and corporate governance practices is incorporated by reference from the 2024 Proxy Statement - The information required for this item is incorporated by reference from the company's 2024 Proxy Statement[191] Executive Compensation Details concerning executive compensation are incorporated by reference from the definitive Proxy Statement for the 2024 Annual General Meeting of Shareholders - The information required for this item is incorporated by reference from the company's 2024 Proxy Statement[192] Security Ownership and Related Stockholder Matters Information on security ownership by certain beneficial owners and management is incorporated by reference from the 2024 Proxy Statement - The information required for this item is incorporated by reference from the company's 2024 Proxy Statement[193] Certain Relationships, Related Transactions, and Director Independence Disclosures regarding certain relationships, related party transactions, and director independence are incorporated by reference from the 2024 Proxy Statement - The information required for this item is incorporated by reference from the company's 2024 Proxy Statement[248] Principal Accounting Fees and Services Information about the fees paid to the principal accountant and services rendered is incorporated by reference from the 2024 Proxy Statement - The information required for this item is incorporated by reference from the company's 2024 Proxy Statement[194] PART IV This section lists financial statements, schedules, and exhibits filed as part of the annual report, including governance documents, debt agreements, and required certifications Exhibits and Financial Statement Schedules This item lists the financial statements and all exhibits filed with the Form 10-K, including governance documents, debt agreements, and required certifications - The financial statements listed in Part II, Item 8 are filed as part of this annual report[257] - An extensive index of exhibits is provided, including key agreements such as the Amended and Restated Memorandum and Articles of Association, various debt indentures, and the 2019 Incentive Award Plan[196][224]