0001764046false00-000000000017640462024-05-082024-05-080001764046us-gaap:CommonStockMember2024-05-082024-05-080001764046us-gaap:SeriesAPreferredStockMember2024-05-082024-05-08

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

May 8, 2024
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:

☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par valueCLVTNew York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par valueCLVT PR ANew 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 May 8, 2024, Clarivate Plc (the “Company”) issued a press release announcing earnings for the first quarter ended March 31, 2024. 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 May 8, 2024, 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
99.2
104
The cover page from the Company's Current Report on Form 8-K dated May 8, 2024, 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: May 8, 2024
By: /s/ Jonathan M. Collins
 Name: Jonathan M. Collins
 
Executive Vice President & Chief Financial Officer
 


Clarivate Reports First Quarter 2024 Results
— Reaffirms 2024 Outlook —

London, UK -- May 8, 2024 Clarivate Plc (NYSE: CLVT) (the “Company” or “Clarivate”), a leading global provider of transformative intelligence, today reported results for the first quarter ended March 31, 2024.

First Quarter 2024 Financial Highlights
•Revenues of $621.2 million decreased 1.3%
•Organic revenues decreased 1.7%, as an increase in subscription revenues of 2.4% was more than offset by a decrease in transactional and other revenues of 11.4% and re-occurring revenues of 5.1%
•Net loss attributable to ordinary shares of $93.8 million; Net loss per diluted share of $0.14
•Adjusted net income(1) of $103.5 million decreased 20.9%; Adjusted diluted EPS(1) of $0.14 decreased 22.2% or $0.04
•Adjusted EBITDA(1) of $236.3 million decreased 6.5%; Adjusted EBITDA margin(1) of 38.0% decreased 220 basis points primarily due to lower revenues
•Net cash provided by operating activities of $176.2 million decreased $51.3 million; Free cash flow(1) of $111.8 million decreased $56.4 million primarily due to the timing of working capital

“We are making great progress this year on key objectives including product investments and operational initiatives to drive future organic revenue growth,” said Jonathan Gear, Chief Executive Officer. “Our Intellectual Property segment refined its go-to-market operating model and revived patent intelligence solutions, which is resulting in commercial success across our software solutions, particularly IPFolio, and improved Derwent renewal rates. We released a new real-world data framework in the Life Sciences & Healthcare segment and were awarded deals with two top-10 global pharmaceutical clients. Additionally, we recently acquired two startup companies, MotionHall and Global QMS, Inc. which will enhance our portfolio and expertise in the LS&H segment. We continue to make the necessary improvements to revitalize Clarivate and drive enhanced value for clients, colleagues, and shareholders.”
1

Selected Financial Information
 Three Months Ended March 31,Change
(In millions, except percentages and per share data), (unaudited)
20242023$%
Revenues$621.2 $629.1 $(7.9)(1.3)%
Net income (loss) attributable to ordinary shares$(93.8)$24.7 $(118.5)N/M
Net income (loss) per share, diluted$(0.14)$0.04 $(0.18)N/M
Weighted-average ordinary shares (diluted)666.9 679.3 (12.4)(1.8)%
Adjusted EBITDA(1)
$236.3 $252.7 $(16.4)(6.5)%
Adjusted net income(1)
$103.5 $130.9 $(27.4)(20.9)%
Adjusted diluted EPS(1)(2)
$0.14 $0.18 $(0.04)(22.2)%
Adjusted weighted-average ordinary shares (diluted)(1)
727.6 734.7 (7.0)(1.0)%
Net cash provided by operating activities
$176.2 $227.5 $(51.3)(22.5)%
Free cash flow(1)
$111.8 $168.2 $(56.4)(33.5)%
First Quarter 2024 Commentary
Revenues for the first quarter decreased $7.9 million, or 1.3%, to $621.2 million. Organic revenues decreased $10.5 million or 1.7%.
Subscription revenues for the first quarter increased $9.9 million, or 2.5%, to $403.1 million. Organic subscription revenues increased 2.4%, driven by price increases.
Re-occurring revenues for the first quarter decreased $5.2 million, or 4.8%, to $102.5 million. Organic re-occurring revenues decreased 5.1%, primarily due to lower IP patent renewal volumes.
Transactional and other revenues for the first quarter decreased $12.6 million, or 9.8%, to $115.6 million. Organic transactional and other revenues decreased 11.4%, due to lower A&G volumes and LS&H real world data sales.
Balance Sheet and Cash Flow
As of March 31, 2024, cash and cash equivalents of $361.8 million decreased $8.9 million compared to December 31, 2023.
The Company's total debt outstanding as of March 31, 2024 was $4,722.6 million, a decrease of $47.7 million compared to December 31, 2023, driven by an accelerated debt repayment.
Net cash provided by operating activities of $176.2 million for the three months ended March 31, 2024 decreased $51.3 million compared to $227.5 million for the prior year period, primarily due to timing differences in working capital. Free cash flow(1) for the three months ended March 31, 2024, was $111.8 million, a decrease of $56.4 million compared to the prior year period.
2

Reaffirmed Outlook for 2024 (forward-looking statement)
“With first quarter results in line with our expectations, we reaffirm our 2024 full year outlook,” said Jonathan Collins, Executive Vice President and Chief Financial Officer. “Currently, we anticipate a sequential improvement in organic revenue growth in the second quarter compared to the first quarter. For the full year, we continue to expect to deliver improved growth across our three segments driven by the benefit of product investments and modestly improving market conditions.”
The full year outlook presented below assumes no further acquisitions, divestitures, or unanticipated events.
2024 Outlook
Revenues
$2.57B to $2.67B
Organic revenue growth
0% to 2%
Adjusted EBITDA(1)
$1.055B to $1.115B
Adjusted EBITDA margin(1)
41% to 42%
Adjusted diluted EPS(1)(2)
$0.70 to $0.80
Free cash flow(1)
$420M to $500M

Notes to earnings press release
(1) Non-GAAP measure. Please see “Reconciliations 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) Adjusted diluted EPS for 2024 is calculated based on approximately 730 million fully diluted weighted average ordinary shares outstanding.
N/M - Represents a change approximately equal or in excess of 100% or not meaningful.
3

Conference Call and Webcast
Clarivate will host a conference call and webcast today to review the results for the first quarter at 9:00 a.m. Eastern Time. The webcast is open to all interested parties and may include forward-looking information.
The live webcast of the earnings call will be accessible through the investor relations section of the Company's website. To join the webcast please visit https://events.q4inc.com/attendee/319586540.
Interested parties may access the live audio broadcast by dialing +1 404-975-4839 or toll-free +1 833-470-1428 (in North America) and +44 208 068 2558 or toll free +44 808 189 6484 (internationally). The conference ID number is 143104.
A replay of the webcast will also be available on https://ir.clarivate.com beginning two hours after the conclusion of the live call, and will remain available for one year.
Use of Non-GAAP Financial Measures
Non-GAAP results are financial measures that are not prepared 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, and Free cash flow 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.
4

Forward-Looking Statements
This communication includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts, and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Item 1A. Risk Factors of our annual report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.
About Clarivate
Clarivate™ is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit www.clarivate.com.
5

Condensed Consolidated Balance Sheets (Unaudited)

(In millions)
March 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash$361.8 $370.7 
Accounts receivable, net822.9 908.3 
Prepaid expenses100.0 88.5 
Other current assets67.9 68.0 
Assets held for sale38.2 26.7 
Total current assets1,390.8 1,462.2 
Property and equipment, net49.2 51.6 
Other intangible assets, net8,874.2 9,006.6 
Goodwill2,023.4 2,023.7 
Other non-current assets68.5 60.8 
Deferred income taxes46.6 46.7 
Operating lease right-of-use assets52.0 55.2 
Total assets$12,504.7 $12,706.8 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable$102.7 $144.1 
Accrued compensation85.8 126.5 
Accrued expenses and other current liabilities365.1 315.2 
Current portion of deferred revenues1,010.1 983.1 
Current portion of operating lease liability24.3 24.4 
Liabilities held for sale26.8 6.7 
Total current liabilities1,614.8 1,600.0 
Long-term debt4,637.9 4,721.1 
Non-current portion of deferred revenues17.7 38.7 
Other non-current liabilities41.7 41.9 
Deferred income taxes246.2 249.6 
Operating lease liabilities58.0 63.2 
Total liabilities6,616.3 6,714.5 
Commitments and contingencies
Shareholders' equity:
Preferred Shares, no par value; 14.4 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14.4 shares issued and outstanding as of both March 31, 2024 and December 31, 2023 1,392.6 1,392.6 
Ordinary Shares, no par value; unlimited shares authorized; 668.2(1) and 666.1 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
11,747.4 11,740.5 
Accumulated other comprehensive loss(512.3)(495.3)
Accumulated deficit(6,739.3)(6,645.5)
Total shareholders' equity5,888.4 5,992.3 
Total liabilities and shareholders' equity$12,504.7 $12,706.8 
(1) Refer to the Condensed Consolidated Statements of Changes in Equity within the 10-Q.
6

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,
(In millions, except per share data)
20242023
Revenues$621.2 $629.1 
Operating expenses:
Cost of revenues217.8 229.7 
Selling, general and administrative costs191.9 194.8 
Depreciation and amortization179.4 172.6 
Restructuring9.5 9.4 
Other operating expense (income), net17.6 (32.0)
Total operating expenses616.2 574.5 
Income (loss) from operations5.0 54.6 
Fair value adjustment of warrants(5.2)1.1 
Interest expense, net70.2 73.6 
Income (loss) before income taxes(60.0)(20.1)
Provision (benefit) for income taxes15.0 (63.6)
Net income (loss)(75.0)43.5 
Dividends on preferred shares18.8 18.8 
Net income (loss) attributable to ordinary shares$(93.8)$24.7 
Per share:
Basic$(0.14)$0.04 
Diluted$(0.14)$0.04 
Weighted average shares used to compute earnings per share:
Basic666.9 674.8 
Diluted666.9 679.3 
7

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,
(In millions)
20242023
Cash Flows From Operating Activities
Net income (loss)$(75.0)$43.5 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization179.4 172.6 
Share-based compensation14.9 40.7 
Gain on legal settlement— (49.4)
Amortization of debt issuance costs4.7 5.1 
Other operating activities10.1 9.7 
Changes in operating assets and liabilities:
Accounts receivable74.8 42.3 
Prepaid expenses(11.8)(21.7)
Other assets(3.0)13.7 
Accounts payable(37.3)(0.1)
Accrued expenses and other current liabilities(10.0)(33.0)
Deferred revenues31.0 85.5 
Operating leases, net(1.8)(2.0)
Other liabilities0.2 (79.4)
Net cash provided by operating activities176.2 227.5 
Cash Flows From Investing Activities
Capital expenditures(64.4)(59.3)
Payments for acquisitions— (1.1)
Net cash provided by (used for) investing activities(64.4)(60.4)
Cash Flows From Financing Activities
Principal payments on term loan(47.4)(125.0)
Payment of debt issuance costs and discounts(20.0)— 
Cash dividends on preferred shares(18.9)(18.9)
Payments related to finance lease(0.3)(0.2)
Payments related to tax withholding for stock-based compensation(8.6)(7.5)
Net cash provided by (used for) financing activities(95.2)(151.6)
Effects of exchange rates(6.3)2.0 
Net change in cash and cash equivalents, including restricted cash$10.3 $17.5 
Cash and cash equivalents, including restricted cash, beginning of period370.7 356.8 
Cash and cash equivalents, including restricted cash, end of period(1)
$381.0 $374.3 
(1) Includes $19.2 of cash that was reclassified to current assets held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2024.
8

Supplemental Revenues Information

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. Our ACV was $1,583.3 and $1,555.2 as of March 31, 2024 and 2023, respectively, which corresponds to an increase of 1.8%. The increase in ACV was primarily due to the impact of price increases.
The following tables present our revenues by type and by segment for the periods indicated, as well as the drivers of the variances between periods, including as a percentage of such revenues.
Three Months Ended March 31,
Change
Percentage of Change
(In millions, except percentages); (unaudited)
20242023
$
%
Acquisitions
Disposals
FX Impact
Organic
Subscription revenues$403.1 $393.2 $9.9 2.5 %0.1 %— %— %2.4 %
Re-occurring revenues102.5 107.7 (5.2)(4.8)%— %— %0.3 %(5.1)%
Transactional and other revenues115.6 128.2 (12.6)(9.8)%0.1 %0.9 %0.6 %(11.4)%
Revenues$621.2 $629.1 $(7.9)(1.3)%— %0.2 %0.2 %(1.7)%

Three Months Ended March 31,
Change
Percentage of Change
(In millions, except percentages); (unaudited)
20242023
$
%
Acquisitions
Disposals
FX Impact
Organic
Academia & Government$317.7 $314.7 $3.0 1.0 %— %— %0.4 %0.6 %
Intellectual Property200.9 209.1 (8.2)(3.9)%— %0.5 %0.1 %(4.5)%
Life Sciences & Healthcare102.6 105.3 (2.7)(2.6)%0.3 %— %(0.1)%(2.8)%
Revenues$621.2 $629.1 $(7.9)(1.3)%— %0.2 %0.2 %(1.7)%

9

Reconciliations to Certain Non-GAAP Measures

Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, mandatory convertible preferred share ("MCPS") dividend expense, unrealized foreign currency gains/losses, restructuring expenses, non-operating income and/or expense, the impact of certain non-cash fair value adjustments on financial instruments, legal settlements, impairments, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three months ended March 31, 2024 and 2023 and reconciles these non-GAAP measures to our Net income (loss) for the same periods:
 Three Months Ended March 31,
(In millions, except percentages); (unaudited)
20242023
Net income (loss) attributable to ordinary shares$(93.8)$24.7 
Dividends on preferred shares18.8 18.8 
Net income (loss)(75.0)43.5 
Provision (benefit) for income taxes15.0 (63.6)
Depreciation and amortization179.4 172.6 
Interest expense, net70.2 73.6 
Transaction related costs
4.4 1.7 
Share-based compensation expense15.4 41.2 
Restructuring
9.5 9.4 
Fair value adjustment of warrants
(5.2)1.1 
Other(1)
22.6 (26.8)
Adjusted EBITDA$236.3 $252.7 
Adjusted EBITDA margin38.0 %40.2 %
(1) Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The three months ended March 31, 2024 also includes a $15.8 loss on a small divestiture. The three months ended March 31, 2023 also includes a $49.4 gain on legal settlement.
10

Adjusted net income and Adjusted diluted EPS
Adjusted net income is calculated using Net income (loss), adjusted to exclude acquisition and/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, MCPS dividend expense, unrealized foreign currency gains/losses, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, legal settlements, impairments, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance and the income tax impact of any adjustments.
Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares for the period. The Adjusted diluted weighted average shares assumes that all instruments in the calculation are dilutive.
The following table presents our calculation of Adjusted net income and Adjusted diluted EPS for the three months ended March 31, 2024 and 2023 and reconciles these non-GAAP measures to our Net income (loss) and diluted EPS for the same periods:
Three Months Ended March 31,

20242023
(In millions, except per share amounts); (unaudited)
AmountPer ShareAmountPer Share
Net income (loss) attributable to ordinary shares(93.8)(0.14)24.7 0.04 
Dividends on preferred shares18.8 0.03 18.8 0.03 
Net income (loss) and EPS(75.0)(0.11)43.5 0.06 
Transaction related costs
4.4 0.01 1.7 — 
Share-based compensation expense15.4 0.02 41.2 0.06 
Amortization related to acquired intangible assets138.5 0.21 144.4 0.21 
Restructuring
9.5 0.01 9.4 0.01 
Fair value adjustment of warrants
(5.2)(0.01)1.1 — 
Other(1)
22.6 0.02 (26.8)(0.04)
Income tax impact of related adjustments(6.7)(0.01)(83.6)(0.12)
Adjusted net income and Adjusted diluted EPS$103.5 $0.14 $130.9 $0.18 
Adjusted weighted-average ordinary shares (diluted)
727.6734.7
(1) Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The three months ended March 31, 2024 also includes a $15.8 loss on a small divestiture. The three months ended March 31, 2023 also includes a $49.4 gain on legal settlement.
Free cash flow
Free cash flow is calculated using Net cash provided by operating activities less Capital expenditures. The following table reconciles this non-GAAP measure to Net cash provided by operating activities:
Three Months Ended March 31,
(In millions); (unaudited)
20242023
Net cash provided by operating activities
$176.2 $227.5 
Capital expenditures(64.4)(59.3)
Free cash flow
$111.8 
 
$168.2 
11

Reconciliations to Certain Non-GAAP Measures - 2024 Outlook

Adjusted EBITDA and Adjusted EBITDA margin
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2024 outlook and reconciles these non-GAAP measures to our Net income (loss) for the same period:
Year Ending December 31, 2024
(Forecasted)
(In millions); (unaudited)
Low High
Net income (loss) attributable to ordinary shares$(160)$(100)
Dividends on preferred shares(1)
35 35 
Net income (loss)(125)(65)
Provision (benefit) for income taxes60 60 
Depreciation and amortization720 720 
Interest expense, net280 280 
Restructuring(2)
10 10 
Transaction related costs15 15 
Fair value adjustment of warrants(5)(5)
Share-based compensation expense80 80 
Other
20 20 
Adjusted EBITDA$1,055 $1,115 
Adjusted EBITDA margin41 %42 %
(1) Dividends on our 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) Reflects restructuring costs expected to be incurred in 2024 associated with the Segment Optimization restructuring program.
12

Adjusted diluted EPS
The following table presents our calculation of Adjusted diluted EPS for the 2024 outlook and reconciles this non-GAAP measure to our per share Net income (loss) for the same period:
Year Ending December 31, 2024
(Forecasted)

LowHigh
(Unaudited)
Per SharePer Share
Net income (loss) attributable to ordinary shares$(0.24)$(0.14)
Dividends on preferred shares(1)
0.05 0.05 
Net income (loss)(0.19)(0.09)
Restructuring(2)
0.01 0.01 
Transaction related costs0.02 0.02 
Share-based compensation expense0.11 0.11 
Amortization related to acquired intangible assets0.75 0.75 
Mark to market adjustment on financial instruments(0.01)(0.01)
Other0.05 0.05 
Income tax impact of related adjustments(0.04)(0.04)
Adjusted diluted EPS$0.70 $0.80 
Adjusted weighted-average ordinary shares (diluted)(3)
730 million
(1-2) Refer to associated line item descriptions provided for the Adjusted EBITDA outlook reconciliation table above.
(3) For the purposes of calculating Adjusted diluted EPS, we have excluded the accrued and anticipated MCPS dividends and assumed the “if-converted” method of share dilution.
Free cash flow
The following table presents our calculation of Free cash flow for the 2024 outlook and reconciles this non-GAAP measure to our Net cash provided by operating activities for the same period:
Year Ending December 31, 2024
(Forecasted)
(In millions); (unaudited)
LowHigh
Net cash provided by operating activities$685 $765 
Capital expenditures(265)(265)
Free cash flow$420 $500 



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
13
Q1 2024 Earnings Call May 8, 2024

 
Mark Donohue VP Investor Relations 1. Introduction

 
Forward-Looking Statements This communication includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts, and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Item 1A. Risk Factors of our annual report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities 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, and Free Cash Flow 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. In 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. Industry and Market Data The market data and other statistical information used throughout this presentation are based on industry publications and surveys, public filings, and various government sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we are unable to assure you of the accuracy or completeness of such information contained in this annual report. While we are not aware of any misstatements regarding our market, industry, or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors. Safe Harbor Statement and Non-GAAP Financial Measures 3

 
Agenda 1. Introduction 2. Business Review 3. Financial Review 4. Q&A Mark Donohue Vice President Investor Relations Jonathan Gear Chief Executive Officer Jonathan Collins Executive Vice President and Chief Financial Officer All 4

 
Jonathan Gear Chief Executive Officer 2. Business Review

 
Leveraging best-in-class content and technology to drive innovation in A&G Delivering actionable intelligence, integrated solutions and services in IP Driving growth in LS&H through scalable platforms and AI-driven workflow solutions Q1 2024 highlights 6 1.7% organic decline 2.4% organic subscription growth 38% margin1 47% Conversion (4)₵ YoY Revenues Adj. EBITDA¹ Free Cash Flow1 Adj. EPS1 $621M $236M $112M 14₵ 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Presented Clarivate segment updates and AI strategy, a key enabler to drive future growth Progressed key initiatives across IP Patent Intelligence and LS&H Real World Data

 
Leveraging best-in-class content and technology to drive innovation in Academia & Government 7 Realizing Our Growth Opportunity AI Strategy Drive actionable research insights across more domains through new Research Intelligence solution Research & Analytics Expand the premier content marketplace and aggregation portfolio internationally (non-English) Content Aggregation Reach into more customer tiers, extend geographies, and expand decision analytics Workflow Solutions Web of Science Research Assistant Advance Existing Solutions ProQuest Research Assistant Alethea (Academic Coach)Innovate With New Solutions Alethea (Academic Coach) Web of Science Research Assistant

 
Delivering actionable intelligence and integrated solutions and services in Intellectual Property 8 Realizing Our Growth Opportunity AI Strategy Deliver use-case-specific intelligence embedded in decision-making processes to help customers gain competitive advantage Patent and Trademark Intelligence Create a connected ecosystem of data, workflow solutions and expertise to drive productivity and collaboration in IP mgmt. Patent and Trademark Management Leverage our domain knowledge and tech- enabled services to become an integral extension of our customers' teams Patent and Trademark Maintenance Solutions IP Forecast Advance Existing Solutions Portfolio Benchmarking & AI Classifier Patent Intelligence WatchingInnovate With New Solutions IP Forecast Portfolio Benchmarking & AI Classifier

 
Driving growth through scalable platforms and AI driven workflow solutions in Life Sciences & Healthcare 9 Realizing Our Growth Opportunity AI Strategy Embed our market intelligence into workflows, translating data into recommended actions Corporate Consolidate into scalable core platforms and leverage AI to drive product quality and advanced analytics Research and Development Build enriched pharma-grade subscription- based real world data solutions focusing on differentiated therapy areas and indications Commercial Cortellis Q&A Conversational Search Cortellis Contextual Insights Cortellis Q&A Conversational Search Advance Existing Solutions Cortellis Contextual Insights AI-driven Competitive Intelligence through MotionHall Acquisition Innovate With New Solutions

 
Progressed Next Gen AI Powered Releases On track for release of Derwent Innovation AI Search and AI Watch Solutions Progressed key initiatives across IP Patent Intelligence and LS&H Real World Data 10 Intellectual Property | Patent Intelligence Life Sciences & Healthcare | Real World Data Released New Real World Data Framework Driving higher level of quality and insights through comprehensively mastered medical claims data Achieved Commercial Milestone Secured first deal underpinned by our new real- world-data framework with a top 10 global pharmaceutical customer¹ Increased Data Coverage Expanded our portfolio of data assets with integration of new data sets across Latin America and Germany Released Streamlined Patent Search Capability Launched Derwent Innovation Search Management beta to market Increased Customer Renewal Rates Derwent Q1 renewal rate increased by ~2% compared to same period last year 1Top 20 Pharma Companies by 2023 Revenue (FiercePharma).

 
Jonathan Collins Chief Financial Officer 3. Financial Review

 
Q1 2024 Financial Results 12 Changes from Prior Year ChangeQ1 ‘23Q1 ‘24$m except per share data $(8)$629$621Revenues (50)555Income / (Loss) from Operations (6)1(5)Fair Value Adjustment of Warrants (Gain) / Loss (4)7470Interest Expense, Net 79(64)15Income Tax Expense (Benefit) $(119)$25$(94)Net Income / (Loss) to Ordinary Shares $(0.18)$0.04$(0.14)Net Income / (Loss) Per Share, basic (17)253236Adjusted EBITDA1 (220 bps)40.2%38.0%Adjusted EBITDA Margin1 $(0.04)$0.18$0.14Adjusted Diluted EPS1 $(52)$228$176Operating Cash Flow 55964Capital Spending (56)168112Free Cash Flow1 Revenues • YoY reduction from organic decline Net Income • YoY decrease due primarily to non- recurring items from Q1’23: legal settlement of $49m and favorable resolution of income tax dispute of $70m Operating Cash Flow • YoY decline due to working capital timing 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Amounts in table may not sum due to rounding.

 
Changes from Prior Year Q1 2024 Revenues and Adj. EBITDA1 13 Organic • Margin pressure due to cost inflation Inorganic Impact • Nominal revenue contribution from MotionHall acquisition Cost Synergies • M&A integration cost synergies completed and fully captured in 2023 Foreign Exchange • Negligible FX impact in the quarter Revenues Adj. EBITDA1 Year + Better - Worse $ millions 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Amounts in table may not sum due to rounding. Q1 2023 Organic Inorganic FX Q1 2024 $629 ($10) $1 $621 $253 40.2% $236 38.0% ($16) $0 ($1) $1

 
Q1 2024 Cash Flow 14 Changes from Prior Year Free Cash Flow1 • YoY decline due to working capital timing Capital Allocation • Refinanced existing term loan in January 2024 with maturity extended to 2031. Repaid $47m principal as part of refinancing and incurred fees associated with transaction ChangeQ1 ‘23Q1 ‘24$m $(17)$253$236Adj. EBITDA1 14(33)(19)One-Time Costs 4(41)(37)Interest (5)(3)(8)Taxes (48)513Working Capital / Other (52)228176Operating Cash Flow (5)(59)(64)Capital Spending $(56)$168$112Free Cash Flow1 (19)%pts66%47%Conversion -(19)(19)Preferred Dividend ---Share Repurchase 78(125)(47)Debt Repayment (27)(9)(36)Other2 $(5)$15$10Cash Flow 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Amounts in table may not sum due to rounding. ² Fx, Acquisition, Tax withholding for stock comp and refinancing cost.

 
Organic Growth 0.0% 2.0% ~1.0% Reaffirmed FY 2024 Outlook 15 Mid-point IndicationGuidance Range Profit Margin1 41.0% 42.0% ~41.5% Adj. EBITDA1 $1,055m ~$1,085m $1,115m Free Cash Flow1 $420m $500m ~$460m Revenues $2,570m ~$2,620m $2,670m Adj. Diluted EPS1 ~75₵ 80₵70₵ Organic Growth • Expect organic growth to improve modestly in all three segments • Anticipate a sequential improvement to a decline of ~1% in Q2 Revenues • Expect organic growth to be offset by divestiture and FX Profit Margin, EPS and FCF • Profit Margin contraction as modest topline growth more than offset by growth in investments, net of cost savings initiatives • EPS decline v. prior year primarily due to lower EBITDA 4₵ and higher D&A 3₵ from increased investments • Strong free cash flow with increased capital investment to accelerate product innovation 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures.

 
FY 2024 Revenues and Adj. EBITDA1 Outlook 16 Organic Growth • Driven by stable subscription growth of ~2%, partially offset by transactional headwinds Inorganic Impact • Valipat divestiture in IP announced in July 2023, completed in April 2024 Cost Synergies • ProQuest acquisition integration savings fully captured in 2023 Foreign Exchange • Unfavorable translation impact on revenues due to slightly stronger USD. Higher unfavorable impact on profit as transactional FX gains expected to be materially lower than 2023 2023A Organic Inorganic FX 2024T $2,629 ~$30 ~($30) ~($10) ~$2,620 $1,117 42.5% ~$1,085 ~41.5% ~$0 ~($15) ~($15) Changes from Prior Year Revenues Adj. EBITDA1 Year + Better - Worse $ millions ~1.0% 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Amounts in table may not sum due to rounding.

 
FY 2024 Cash Flow Outlook 17 Changes from Prior Year Free Cash Flow1 • One-time costs expected to be lower as acquisition integration complete • Interest cost expected to be lower due to deleveraging and TLB refinancing benefit • Cash tax expected to be higher due to timing of payments and jurisdictional mix • Working capital expected to be relatively flat Capital Allocation • Planned increase of capital spending to drive product innovation • Preferred shares to convert to common in Q2 • Continue to prioritize debt repayment Change2023 Actuals2024 Outlook$m ~$(30)$1,117~$1,085Adj. EBITDA1 ~20(61)~(40)One-Time Costs ~15(274)~(260)Interest ~(15)(43)~(60)Taxes ~(5)5~0Working Capital / Other ~(20)744~725Operating Cash Flow ~(20)(243)~(265)Capital Spending ~$(40)$502~$460Free Cash Flow1 ~(3)%45%~42%Conversion ~35(76)~(40)Preferred Dividend ~0 (100) ~(400) Share Repurchase (300)Debt Repayment ~(60)(12)~(70)Other2 ~$(65)$14~$(50)Cash Flow 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Amounts in table may not sum due to rounding. ² Fx, Acquisition, Tax withholding for stock comp and refinancing cost.

 
Financial Objectives 18 ~10% Capital Spending >40% Profit Margin1 >40% Free Cash Flow1 Conversion <4x Leverage Accelerate organic growth to market levels 1 Durable margins through the investment cycle 2 Attractive cash flow engine 3 Disciplined capital allocation 4 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures.

 
4. Q&A Session

 
© 2024 Clarivate Clarivate and its logo, as well as all other trademarks used herein are trademarks of their respective owners and used under license. About Clarivate Clarivate is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit www.clarivate.com

 
Appendix Presentation of Certain Non-GAAP Financial Measures

 
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 Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted diluted EPS and 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. Adjusted EBITDA Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, mandatory convertible preferred shares (“MCPS”) dividend expense, unrealized foreign currency gains/losses, restructuring expenses, non-operating income and/or expense, the impact of certain non-cash fair value adjustments on financial instruments, legal settlements, impairments, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. 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. © 2023 Clarivate Plc. All rights reserved. 22 Presentation of Certain Non-GAAP Financial Measures 22

 
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 calculated by dividing Adjusted EBITDA by Revenues. © 2023 Clarivate Plc. All rights reserved. 23 Presentation of Certain Non-GAAP Financial Measures 23

 
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 and/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, MCPS dividend expense, unrealized foreign currency gains/losses, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, legal settlements, impairments, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance 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 assumes that all instruments in the calculation are dilutive. Free cash flow We use Free cash flow in our operational and financial decision-making and believe 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 a company to service its debt. Free cash flow is calculated using Net cash provided by (used for) operating activities less Capital expenditures. © 2023 Clarivate Plc. All rights reserved. 24 Presentation of Certain Non-GAAP Financial Measures 24

 
Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin © 2023 Clarivate Plc. All rights reserved. 25 Descriptions 1. Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The three months ended March 31, 2024 also includes a $15.8 loss on a small divestiture. The three months ended March 31, 2023 also includes a $49.4 gain on legal settlement. Reconciliation of Non-GAAP Financial Measures 25 Three Months Ended March 31, 20232024(In millions) $ 24.7$ (93.8)Net income (loss) attributable to ordinary shares 18.818.8Dividends on preferred shares 43.5(75.0)Net income (loss) (63.6)15.0Provision (benefit) for income taxes 172.6179.4Depreciation and amortization 73.670.2Interest expense, net 1.74.4Transaction related costs 41.215.4Share-based compensation expense 9.49.5Restructuring 1.1(5.2)Fair value adjustment of warrants (26.8)22.6Other(1) $ 252.7$ 236.3Adjusted EBITDA 40.2 %38.0 %Adjusted EBITDA margin

 
Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin © 2023 Clarivate Plc. All rights reserved. 26 Year Ended December 31, 2023(In millions) $ (986.6)Net income (loss) attributable to ordinary shares 75.4Dividends on preferred shares (911.2)Net income (loss) (101.3)Provision (benefit) for income taxes 708.3Depreciation and amortization 293.7Interest expense, net 8.2Transaction related costs(1) 108.9Share-based compensation expense —Gain on sale from divestitures 979.9Goodwill and intangible asset impairments 40.0Restructuring and other impairments (15.9)Fair value adjustment of warrants 6.6Other(2) $ 1,117.2Adjusted EBITDA 42.5%Adjusted EBITDA margin Descriptions 1. 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. 2. Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. This also includes a $49.4 gain on legal settlement. Reconciliation of Non-GAAP Financial Measures 26

 
© 2023 Clarivate Plc. All rights reserved. 27 Descriptions 1. Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The three months ended March 31, 2024 also includes a $15.8 loss on a small divestiture. The three months ended March 31, 2023 also includes a $49.4 gain on legal settlement. Reconciliation of Non-GAAP Financial Measures 27 Net income (loss) and Net income (loss) per share to Adjusted net income and Adjusted diluted EPS Three Months Ended March 31, 20232024 Per ShareAmountPer ShareAmount(In millions, except per share amounts) 0.0424.7(0.14)(93.8)Net income (loss) attributable to ordinary shares 0.0318.80.0318.8Dividends on preferred shares 0.0643.5(0.11)(75.0)Net income (loss) and EPS —1.70.014.4Transaction related costs 0.0641.20.0215.4Share-based compensation expense 0.21144.40.21138.5Amortization related to acquired intangible assets 0.019.40.019.5Restructuring —1.1(0.01)(5.2)Fair value adjustment of warrants (0.04)(26.8)0.0222.6Other(1) (0.12)(83.6)(0.01)(6.7)Income tax impact of related adjustments $ 0.18$ 130.9$ 0.14$ 103.5Adjusted net income and Adjusted diluted EPS 734.7727.6Adjusted weighted-average ordinary shares (diluted)

 
© 2023 Clarivate Plc. All rights reserved. 28 Reconciliation of Non-GAAP Financial Measures 28 Net cash provided by operating activities to Free cash flow Three Months Ended March 31, 20232024(In millions) $ 227.5$ 176.2Net cash provided by operating activities (59.3)(64.4)Capital expenditures $ 168.2$ 111.8Free cash flow Year Ended December 31, 2023(In millions) $ 744.2Net cash provided by operating activities (242.5)Capital expenditures $ 501.7Free cash flow

 
© 2023 Clarivate Plc. All rights reserved. 29 Year Ending December 31, 2024 (Forecasted) HighLow(In millions) $ (100)$ (160)Net income (loss) attributable to ordinary shares 3535Dividends on preferred shares(1) (65)(125)Net income (loss) 6060Provision (benefit) for income taxes 720720Depreciation and amortization 280280Interest expense, net 1010Restructuring (2) 1515Transaction related costs (5)(5)Fair value adjustment of warrants 8080Share-based compensation expense 2020Other $ 1,115$ 1,055Adjusted EBITDA 42.0 %41.0 %Adjusted EBITDA margin Descriptions 1. Dividends on our 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. Reflects restructuring costs expected to be incurred in 2024 associated with the Segment Optimization restructuring program. Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the FY2024 outlook and reconciles these non-GAAP measures to our Net income (loss) for the same period: Reconciliation of Non-GAAP Financial Measures – 2024 Outlook 29

 
© 2023 Clarivate Plc. All rights reserved. 30 Year Ending December 31, 2024 (Forecasted) HighLow $ (0.14)$ (0.24)Net income (loss) attributable to ordinary shares 0.050.05Dividends on preferred shares(1) (0.09)(0.19)Net income (loss) 0.010.01Restructuring(2) 0.020.02Transaction related costs 0.110.11Share-based compensation expense 0.750.75Amortization related to acquired intangible assets (0.01)(0.01)Mark to market adjustment of financial instruments 0.050.05Other (0.04)(0.04)Income tax impact of related adjustments $ 0.80$ 0.70Adjusted diluted EPS 730 millionAdjusted weighted-average ordinary shares (diluted)(3) Descriptions 1. Dividends on our 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 2024 associated with the Segment Optimization restructuring program. 3. For the purposes of calculating Adjusted diluted EPS, we have excluded the accrued and anticipated MCPS dividends and assumed the “if-converted” method of share dilution. The following table presents our calculation of Adjusted diluted EPS for the FY2024 outlook and reconciles this non-GAAP measure to our per share Net income (loss) for the same period: Reconciliation of Non-GAAP Financial Measures – 2024 Outlook 30 Net income (loss) per fully diluted weighted shares outstanding to Adjusted diluted EPS

 
© 2023 Clarivate Plc. All rights reserved. 31 Year Ending December 31, 2024 (Forecasted) HighLow(In millions) $ 765$ 685Net cash provided by operating activities (265)(265)Capital expenditures $ 500$ 420Free cash flow Reconciliation of Non-GAAP Financial Measures – 2024 Outlook 31 Net cash provided by operating activities to Free cash flow The following table presents our calculation of Free cash flow for the FY2024 outlook and reconciles this non-GAAP measure to our Net cash provided by operating activities for the same period:

 
v3.24.1.u1
Document and Entity Information Document
May 08, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 08, 2024
Entity Registrant Name CLARIVATE PLC
Entity Incorporation, State or Country Code Y9
Entity File Number 001-38911
Entity Tax Identification Number 00-0000000
Entity Address, Address Line One 70 St. Mary Axe
Entity Address, City or Town London
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Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Ordinary Shares, no par value
Trading Symbol CLVT
Security Exchange Name NYSE
Series A Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security 5.25% Series A Mandatory Convertible Preferred Shares, no par value
Trading Symbol CLVT PR A
Security Exchange Name NYSE
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