What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-10 compared with 2021-02-26 · 30 added, 75 removed, 38 unchanged (73% of the section changed)

4 unchanged sentences

A substantially greater number of holders of our ordinary shares are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.

We did not pay any dividends to stockholders during the year ended December 31, 2020.

We presently intend to retain our earnings for use in business operations and, accordingly, we do not anticipate that our board will declare dividends in the foreseeable future.

We did not pay any dividends to ordinary shareholders during the year ended December 31, 2021.

We presently intend to retain our earnings for use in business operations and, accordingly, we do not anticipate that our board will declare dividends related to ordinary shares in the foreseeable future.

In addition, the terms of our credit facilities and the indenture governing our secured notes due 2026 include restrictions that may impact our ability to pay dividends.

8 unchanged sentences

Equity Compensation Plans Not Approved by Security Holders (1)

Private Placement Warrants 18,026,000 11.50 —

Total 10,693,988 $ 13.43 40,200,324

7 unchanged sentences

Issuer Purchases of Equity Securities

The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month during the year ended December 31, 2021.

Period Total Number of Shares Purchased (1)

Price Paid Per Share Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2)

Number of Shares that May Yet Be Purchased Under Plans or Programs

January 1, 2021-January 31, 2021 8,250 $ 30.55 — —

February 1, 2021-February 28, 2021 33,580 $ 30.09 — —

March 1, 2021-March 31, 2021 311,619 $ 23.88 — —

April 1, 2021-April 30, 2021 200,205 $ 27.19 — —

May 1, 2021-May 31, 2021 298,624 $ 29.39 — —

June 1, 2021-June 30, 2021 310,821 $ 28.01 — —

July 1, 2021-July 31, 2021 17,648 $ 26.95 — 10,965,000

August 1, 2021-August 31, 2021 137,783 $ 23.55 1,769,000 9,196,000

September 1, 2021-September 31, 2021 (3)

22,050 $ 25.41 830,700 8,365,300

October 1, 2021 - October 31, 2021 14,010 $ 22.27 —

November 1 2021 - November 30, 2021 95,980 $ 23.34 2,500,800 5,864,500

December 1, 2021 - December 31, 2021 162,100 $ 24.65 1,475,000 4,389,500

Total 1,612,670 6,575,500 4,389,500

(1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying stock options and restricted stock units under the 2019 Incentive Award Plan.

(2) In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250,000 of its outstanding ordinary shares, subject to market conditions.

During the year ended December 31, 2021, the Company purchased 6,575,500 shares for a total of $159,356.

As of December 31, 2021, the Company had approximately $90,644 of availability remaining under this program.

(3) Total number of shares purchased and price paid per share is for the period beginning September 1, 2021 and ending September 30, 2021.

Total number of shares purchased as part of publicly announced plans or programs and number of shares that may yet be purchased is for the period beginning September 1, 2021 and ending September 9, 2021.

Performance Graph

10 unchanged sentences

The vesting of these options was accelerated on November 30, 2020.

The Company did not receive any subscriptions during the years ende d December 31, 2020 a nd 2019.

The Company did not receive any subscriptions during the years ended December 31, 2021, 2020 and 2019.

As of December 31, 2021, 2020 and 2019, respectively, there were 125,760, 127,060 and 358,313 shares issued and outstanding under the management incentive plan.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering.

Selected Financial Data

The following should be read in conjunction with the consolidated financial statements, including the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Part II of this Form 10-K.

Year ended December 31,

(in thousands except share and per share data)

Statement of Operations Data:

Revenues, net $ 1,254,047 $ 974,345 $ 968,468 $ 917,634

Operating expenses:

Cost of revenues (399,122) (352,000) (430,326) (413,030)

Selling, general and administrative costs (553,756) (475,014) (413,004) (422,931)

Depreciation (12,709) (9,181) (9,422) (6,997)

Amortization (290,441) (191,361) (227,803) (221,466)

Impairment on assets held for sale — (18,431) — —

Restructuring and impairment (47,595) (15,670) — —

Other operating income (expense), net 52,381 4,826 6,379 (237)

Total operating expenses (1,251,242) (1,056,831) (1,074,176) (1,064,661)

Income (loss) from operations 2,805 (82,486) (105,708) (147,027)

Legal settlement — 39,399 — —

Income (loss) before interest expense and income tax 2,805 (43,087) (105,708) (147,027)

Interest expense and amortization of debt discount, net (111,914) (157,689) (130,805) (138,196)

Income (loss) before income tax (109,109) (200,776) (236,513) (285,223)

Benefit (provision) for income taxes 2,799 (10,201) (5,649) 21,293

Net loss $ (106,310) $ (210,977) $ (242,162) $ (263,930)

Basic and diluted $ (0.25) $ (0.77) $ (1.11) $ (1.22)

Year ended December 31,

2020 2019 2018 2017

(in thousands)

Statement of Cash Flows data:

Net cash provided by (used in)

Operating activities $ 263,500 $ 117,580 $ (26,100) $ 6,667

Investing activities (2,992,168) (140,885) 11,934 (40,205)

Financing activities 2,926,580 75,215 (32,605) 22,818

Other Financial Data:

Capital expenditures (107,713) (69,836) (45,410) (37,804)

Year ended December 31,

2020 (1)(2)(8)(9)

2019 (3)(10)(11)

(in thousands)

Balance Sheet data:

Cash and cash equivalents $ 257,730 $ 76,130 $ 25,575 $ 53,186

Accounts receivable, net 751,446 333,858 331,295 317,808

Computer hardware and other property, net 36,267 18,042 20,641 23,010

Total assets 15,197,344 3,791,371 3,709,674 4,005,111

Total long term liabilities 4,033,606 1,779,961 2,015,353 2,057,932

Total long term debt 3,457,900 1,628,611 1,930,177 1,967,735

Total shareholders' equity 9,593,971 1,360,412 1,050,607 1,286,106

Footnotes to Key Financial Data

(1) In February 2020, the Company completed the acquisition Decision Resources Group ("DRG").

DRG has been included in our consolidated results of operations and consolidated balance sheets starting on the acquisition date.

In October 2020, the Company completed the acquisition of CPA Global.

CPA Global has been included in our consolidated results of operations and consolidated balance sheets starting on the acquisition date.

In October 2020, the Company completed the acquisition of Beijing IncoPat Technology Co., Ltd.

IncoPat has been included in our consolidated results of operations and consolidated balance sheets starting on the acquisition date.

In November 2020, the Company completed the acquisition of Hanlim IPS.

Hanlim has been included in our consolidated results of operations and consolidated balance sheets starting on the acquisition date.

(2) Includes $28,140 gain on the sale of certain assets and liabilities of the Techstreet business.

(3) In September 2019, the Company completed the acquisition of SequenceBase.

SequenceBase has been included in our consolidated results of operations and consolidated balance sheets starting on the acquisition date.

In November 2019, the Company completed the acquisition of Darts-ip.

Darts-ip has been included in our consolidated results of operations and consolidated balance sheets starting on the acquisition date.

(4) Includes $18,431 of asset impairment charges related to assets held for sale, $15,670 of restructuring charges, and $39,399 gain related to a legal settlement.

(5) The Company completed the acquisitions of Kopernio and TrademarkVision in March 2018 and October 2018, respectively.

Kopernio and TrademarkVision has been included in our consolidated results of operations starting and consolidated balance sheets on the acquisition date.

(6) Includes $36,072 gain on the sale of a business and $33,819 loss related to the write down of a tax indemnity asset.

(7) In June 2017, the Company completed the acquisition of Publons.

Publons has been included in our consolidated results of operations and consolidated balance sheets starting on the acquisition date.

(8) Includes an incremental $1,960,000 of borrowings under our term loan facility in connection with the DRG and CPA Global acquisitions.

(9) Includes $6,761,515 from the issuance of up to 218,183,778 ordinary shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P., in connection with the CPA Global acquisition.

(10) Reflects the impact of the adoption of ASC 842 Leases.

Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements - Note 3 - Summary of Significant Accounting Policies for further discussion.

(11) Includes the impact of October 2019 Refinancing Transaction.

(12) Includes $200,000 related to the net impact of the tax receivable agreement and buyout agreement and $678,054 related to the merger recapitalization.

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In thousands, except share and per share data, option prices, ratios or as noted)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity