— Accelerates transition from transactional to
subscription and re-occurring revenue —
— Launches new product innovation for Academia
& Government and Life Sciences & Healthcare —
— Repurchased $200
million ordinary shares and pre-paid $198 million of debt in 2024 as part of balanced
capital allocation strategy —
— Initiates review of strategic alternatives
including potential divestitures —
— Provides 2025 Outlook —
LONDON, Feb. 19,
2025 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) (the
"Company" or "Clarivate"), a leading global provider of
transformative intelligence, today reported results for the fourth
quarter and full year ended December 31,
2024.
Total revenue for the fourth quarter of 2024 was $663.0 million, compared to total revenue of
$683.7 million in the fourth quarter
of 2023. Organic revenues for the fourth quarter of 2024 decreased
0.7%, as an increase in subscription and transactional revenues was
offset by lower re-occurring revenues, compared to the fourth
quarter of 2023.
Net loss for the fourth quarter of 2024 was $191.8 million, or $0.27 per diluted share, an improvement compared
to a net loss of $843.9 million, or
$1.30 per diluted share, in the
fourth quarter of 2023. Adjusted net income for the fourth quarter
of 2024 was $145.5 million, or
$0.21 per diluted share, compared to
$163.4 million, or $0.23 per diluted share, for the fourth quarter
of 2023. Adjusted EBITDA was $285.3
million for the fourth quarter of 2024, compared to Adjusted
EBITDA of $298.2 million for the
fourth quarter of 2023.
Total revenue for the full year of 2024 was $2.56 billion, compared to total revenue of
$2.63 billion for the full year of
2023. Organic revenues decreased 1.4%, as an increase in
subscription revenues was offset by lower transactional and
re-occurring revenues.
Net loss for the full year of 2024 was $636.7 million, or $0.96 per diluted share, an improvement compared
to a net loss of $911.2 million, or
$1.47 per diluted share, for the full
year of 2023. Adjusted net income for the full year of 2024 was
$525.3 million, or $0.73 per diluted share, compared to $599.1 million, or $0.82 per diluted share, for the full year of
2023. Adjusted EBITDA was $1,060.4
million for the full year of 2024, compared to Adjusted
EBITDA of $1,117.2 million for the
full year of 2023.
Clarivate generated $357.5 million
of free cash flow for the full year of 2024 and repurchased
$200.0 million of ordinary shares and
pre-paid $198.1 million of term-loan
debt. In December 2024, the Board of
Directors authorized a new share repurchase program of up to
$500.0 million of the Company's
outstanding ordinary shares through open-market purchases for a
period of two years, from January 1,
2025 through December 31,
2026.
"We are committed to reinvigorating our business to deliver
healthy organic growth and build for the future," said Matti Shem Tov, Chief Executive Officer. "Last
year we released a string of AI-powered product enhancements, and
as part of our Value Creation Plan (VCP), we recently launched new
subscription-based solutions including ProQuest e-Books, ProQuest
Digital Collections and DRG Fusion. We are focused on driving
subscription and re-occurring revenue growth and plan to
discontinue sales of certain low-margin transactional products in
2025 and 2026, which will improve our revenue predictability."
Mr. Shem Tov continued: "Under
our VCP initiatives, we are improving our sales execution by
enhancing key leadership roles, realigning account management
models around specialist areas, and investing in customer success
teams. We are harnessing the power of technology and AI to
accelerate product innovation and drive development velocity
through customer collaboration. We believe the steps we are taking
will improve our financial performance and operational
efficiency."
Selected Financial Information
|
Three Months
Ended
December 31,
|
|
Change
|
|
Year
Ended
December
31,
|
|
Change
|
|
(in millions, except
percentages and per
share data), (unaudited)
|
2024
|
|
2023
|
|
$
|
|
%
|
|
2024
|
|
2023
|
|
$
|
|
%
|
|
Revenues
|
$ 663.0
|
|
$ 683.7
|
|
$
(20.7)
|
|
(3.0) %
|
|
$
2,556.7
|
|
$
2,628.8
|
|
$
(72.1)
|
|
(2.7) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
(191.8)
|
|
$
(843.9)
|
|
$
652.1
|
|
77.3 %
|
|
$
(636.7)
|
|
$
(911.2)
|
|
$
274.5
|
|
30.1 %
|
|
Adjusted net
income(1)
|
$ 145.5
|
|
$ 163.4
|
|
$
(17.9)
|
|
(11.0) %
|
|
$ 525.3
|
|
$ 599.1
|
|
$
(73.8)
|
|
(12.3) %
|
|
Adjusted
EBITDA(1)
|
$ 285.3
|
|
$ 298.2
|
|
$
(12.9)
|
|
(4.3) %
|
|
$
1,060.4
|
|
$
1,117.2
|
|
$
(56.8)
|
|
(5.1) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
$
(0.27)
|
|
$
(1.30)
|
|
$
1.03
|
|
79.2 %
|
|
$
(0.96)
|
|
$
(1.47)
|
|
$
0.51
|
|
34.7 %
|
|
Adjusted diluted
EPS(1)
|
$
0.21
|
|
$
0.23
|
|
$
(0.02)
|
|
(8.7) %
|
|
$
0.73
|
|
$
0.82
|
|
$
(0.09)
|
|
(11.0) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
operating
activities
|
$ 141.3
|
|
$ 190.9
|
|
$
(49.6)
|
|
(26.0) %
|
|
$ 646.6
|
|
$ 744.2
|
|
$
(97.6)
|
|
(13.1) %
|
|
Free cash
flow(1)
|
$
59.1
|
|
$ 127.0
|
|
$
(67.9)
|
|
(53.5) %
|
|
$ 357.5
|
|
$ 501.7
|
|
$ (144.2)
|
|
(28.7) %
|
Fourth Quarter 2024 Commentary
Revenues for the fourth quarter decreased $20.7 million, or 3.0%, to $663.0 million, primarily due to IP and A&G
product group divestitures completed in 2024. Organic
revenues decreased $5.0 million
or 0.7%.
Subscription revenues for the fourth quarter decreased
$3.8 million, or 0.9%, to
$407.0 million. Organic subscription
revenues increased 0.1%.
Re-occurring revenues for the fourth quarter decreased
$7.1 million, or 6.0%, to
$112.0 million. Organic re-occurring
revenues decreased 5.4%, primarily due to lower IP patent renewal
volume.
Transactional revenues for the fourth quarter decreased
$9.8 million, or 6.4%, to
$144.0 million. Organic transactional
revenues increased 0.6%, primarily due to higher A&G sales.
Full Year 2024 Commentary
Revenues for the full year 2024 decreased $72.1 million, or 2.7%, to $2,556.7 million, primarily due to lower
transactional sales across all three segments and the IP product
group divestiture. Organic revenues decreased $35.9 million, or 1.4%.
Subscription revenues for the full year 2024 increased
$8.7 million, or 0.5%, to
$1,626.8 million. Organic
subscription revenues increased 0.9%, driven by price increases,
partially offset by lower net volume in IP and LS&H.
Re-occurring revenues for the full year 2024 decreased
$14.8 million, or 3.3%, to
$429.8 million. Organic re-occurring
revenues decreased 3.1%, primarily due to lower IP patent renewal
volume.
Transactional revenues for the full year 2024 decreased
$66.0 million, or 11.7%, to
$500.1 million. Organic transactional
revenues decreased 6.6%, primarily due to lower A&G and
LS&H sales.
Balance Sheet and Cash Flow
As of December 31, 2024, cash and
cash equivalents of $295.2 million
decreased $75.5 million compared to
December 31, 2023.
The Company's total debt outstanding as of December 31, 2024 was $4,571.1 million, a decrease of $199.2 million compared to December 31, 2023, driven by accelerated debt
repayments.
Net cash provided by operating activities of $646.6 million for the year ended December 31, 2024 decreased $97.6 million compared to the prior year period,
primarily due to lower operating results and higher working capital
requirements due to timing of payments. Free cash flow for the year
ended December 31, 2024 was
$357.5 million, a decrease of
$144.2 million compared to the prior
year period.
Review of Strategic Alternatives
Clarivate also
announced that it has initiated the exploration of strategic
alternatives including potential divestitures. The Company, in
consultation with financial and legal advisors, will review and
consider a full range of options focused on maximizing shareholder
value, including divesting business units or an entire segment.
The Company intends to be diligent and thorough in reviewing its
options and completing its review in a timely manner, but does not
intend to comment until the process is concluded or it is otherwise
determined that further disclosure is necessary or appropriate.
There can be no assurance that the review process will result in
any transaction or any other strategic change or outcome, or as to
the timing of any of the foregoing.
Morgan Stanley & Co. LLC and Moelis & Company LLC are
serving as financial advisors to the Company.
Outlook for 2025 (forward-looking statement)
"Our 2025
outlook includes the disposal of specific Academia & Government
and Life Sciences & Healthcare transactional products, which
are expected to be completed by the end of 2026," said Jonathan Collins, Executive Vice President and
Chief Financial Officer. "We currently expect recurring organic
revenues (subscription and re-occurring revenues combined) to be
flat, at the mid-point in 2025. We will continue to aggressively
manage our cost structure and currently expect a balanced approach
to capital allocation in 2025."
The full year outlook presented below assumes no further
acquisitions, divestitures, or unanticipated events.
|
2025
Outlook
|
|
Organic ACV
|
1.0% to 2.0%
|
|
Recurring Organic
Revenue Growth
|
(1.0)% to
1.0%
|
|
Revenues
|
$2.28B to
$2.40B
|
|
Adjusted
EBITDA(1)
|
$940M to
$1.00B
|
|
Adjusted EBITDA
Margin(1)
|
40.5% to
42.5%
|
|
Adjusted Diluted
EPS(1)(2)
|
$0.60 to
$0.70
|
|
Free Cash
Flow(1)
|
$300M to
$380M
|
|
|
Notes to press
release
|
|
|
(1) Non-GAAP measure. Please see
"Reconciliations to Certain Non-GAAP Measures" in this release for
important disclosures and reconciliations of these financial
measures to the most directly comparable GAAP measure. These terms
are defined elsewhere in this press release.
|
|
|
(2) Adjusted diluted EPS for 2025 is
calculated based on approximately 696 million fully diluted
adjusted weighted average ordinary shares outstanding.
|
Conference Call and Webcast
Clarivate will host a conference call and webcast today to
review the results for the fourth quarter and full year 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/673591630.
Interested parties may access the live audio broadcast. U.S.
participants may call 800-715-9871; international participants may
call +1 646-307-1963 (long-distance charges will apply). The
conference ID number is 8621261.
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.
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 under the caption
"Risk Factors" in our annual report on Form 10-K, along with our
other filings with the U.S. Securities and Exchange Commission
("SEC"). 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.
|
Consolidated Balance
Sheets (Unaudited)
|
|
|
As of December
31,
|
|
(In
millions)
|
2024
|
|
2023
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents, including restricted cash
|
$
295.2
|
|
$
370.7
|
|
Accounts receivable,
net
|
798.3
|
|
908.3
|
|
Prepaid
expenses
|
85.9
|
|
88.5
|
|
Other current
assets
|
65.2
|
|
68.0
|
|
Assets held for
sale
|
—
|
|
26.7
|
|
Total current
assets
|
1,244.6
|
|
1,462.2
|
|
Property and equipment,
net
|
53.5
|
|
51.6
|
|
Other intangible
assets, net
|
8,441.2
|
|
9,006.6
|
|
Goodwill
|
1,566.6
|
|
2,023.7
|
|
Other non-current
assets
|
82.2
|
|
60.8
|
|
Deferred income
taxes
|
48.5
|
|
46.7
|
|
Operating lease
right-of-use assets
|
53.6
|
|
55.2
|
|
Total
assets
|
$
11,490.2
|
|
$
12,706.8
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$
124.5
|
|
$
144.1
|
|
Accrued
compensation
|
119.2
|
|
126.5
|
|
Accrued expenses and
other current liabilities
|
310.1
|
|
315.2
|
|
Current portion of
deferred revenues
|
859.1
|
|
983.1
|
|
Current portion of
operating lease liability
|
20.6
|
|
24.4
|
|
Liabilities held for
sale
|
—
|
|
6.7
|
|
Total current
liabilities
|
1,433.5
|
|
1,600.0
|
|
Long-term
debt
|
4,518.7
|
|
4,721.1
|
|
Non-current portion of
deferred revenues
|
16.6
|
|
38.7
|
|
Other non-current
liabilities
|
55.9
|
|
41.9
|
|
Deferred income
taxes
|
273.3
|
|
249.6
|
|
Operating lease
liabilities
|
53.2
|
|
63.2
|
|
Total
liabilities
|
6,351.2
|
|
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, zero and 14.4 shares issued and outstanding as of
December 31, 2024 and
December 31, 2023, respectively
|
—
|
|
1,392.6
|
|
Ordinary Shares, no par
value; unlimited shares authorized; 691.4 and 666.1 shares issued
and
outstanding as of December 31, 2024 and December 31, 2023,
respectively
|
12,978.8
|
|
11,740.5
|
|
Accumulated other
comprehensive loss
|
(526.3)
|
|
(495.3)
|
|
Accumulated
deficit
|
(7,313.5)
|
|
(6,645.5)
|
|
Total shareholders'
equity
|
5,139.0
|
|
5,992.3
|
|
Total liabilities
and shareholders' equity
|
$
11,490.2
|
|
$
12,706.8
|
|
Consolidated
Statements of Operations (Unaudited)
|
|
|
Three Months Ended
December 31,
|
|
Year Ended December
31,
|
|
(In millions, except
per share data)
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Revenues
|
$
663.0
|
|
$
683.7
|
|
$
2,556.7
|
|
$
2,628.8
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Cost of
revenues
|
227.7
|
|
231.6
|
|
869.2
|
|
906.4
|
|
Selling, general and
administrative costs
|
180.8
|
|
180.4
|
|
727.6
|
|
739.7
|
|
Depreciation and
amortization
|
186.0
|
|
180.8
|
|
727.0
|
|
708.3
|
|
Goodwill and
intangible asset impairments
|
224.1
|
|
844.7
|
|
540.7
|
|
979.9
|
|
Restructuring and
other impairments
|
5.4
|
|
14.7
|
|
19.6
|
|
40.0
|
|
Other operating
expense (income), net
|
(98.7)
|
|
19.7
|
|
(51.8)
|
|
(10.8)
|
|
Total operating
expenses
|
725.3
|
|
1,471.9
|
|
2,832.3
|
|
3,363.5
|
|
Income (loss) from
operations
|
(62.3)
|
|
(788.2)
|
|
(275.6)
|
|
(734.7)
|
|
Fair value adjustment
of warrants
|
—
|
|
(1.5)
|
|
(5.2)
|
|
(15.9)
|
|
Interest expense,
net
|
69.9
|
|
75.2
|
|
283.4
|
|
293.7
|
|
Income (loss) before
income taxes
|
(132.2)
|
|
(861.9)
|
|
(553.8)
|
|
(1,012.5)
|
|
Provision (benefit)
for income taxes
|
59.6
|
|
(18.0)
|
|
82.9
|
|
(101.3)
|
|
Net income
(loss)
|
(191.8)
|
|
(843.9)
|
|
(636.7)
|
|
(911.2)
|
|
Dividends on preferred
shares
|
—
|
|
19.1
|
|
31.3
|
|
75.4
|
|
Net income (loss)
attributable to ordinary shares
|
$
(191.8)
|
|
$
(863.0)
|
|
$
(668.0)
|
|
$
(986.6)
|
|
|
|
|
|
|
|
|
|
Per share:
|
|
|
|
|
|
|
|
|
Basic
|
$
(0.27)
|
|
$
(1.30)
|
|
$
(0.96)
|
|
$
(1.47)
|
|
Diluted
|
$
(0.27)
|
|
$
(1.30)
|
|
$
(0.96)
|
|
$
(1.47)
|
|
|
|
|
|
|
|
|
|
Weighted average shares
used to compute earnings per
share:
|
|
|
|
|
|
|
|
|
Basic
|
702.8
|
|
665.0
|
|
693.6
|
|
671.6
|
|
Diluted
|
702.8
|
|
665.0
|
|
693.6
|
|
671.6
|
|
Consolidated
Statements of Cash Flows (Unaudited)
|
|
|
Year Ended December
31,
|
|
(In
millions)
|
2024
|
|
2023
|
|
Cash Flows From
Operating Activities
|
|
|
|
|
Net income
(loss)
|
$
(636.7)
|
|
$
(911.2)
|
|
Adjustments to
reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
|
|
Depreciation
and amortization
|
727.0
|
|
708.3
|
|
Share-based
compensation
|
59.9
|
|
109.0
|
|
Restructuring
and other impairments, including goodwill
|
540.3
|
|
986.2
|
|
Fair value
adjustment of warrants
|
(5.2)
|
|
(15.9)
|
|
Gain on sale
from divestitures
|
(54.7)
|
|
—
|
|
Gain on legal
settlement
|
—
|
|
(49.4)
|
|
Deferred income
taxes
|
21.2
|
|
(78.4)
|
|
Amortization of
debt issuance costs
|
16.4
|
|
18.2
|
|
Other operating
activities
|
3.3
|
|
37.8
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
Accounts
receivable
|
92.6
|
|
(25.5)
|
|
Prepaid
expenses
|
1.5
|
|
1.7
|
|
Other
assets
|
(0.8)
|
|
35.1
|
|
Accounts
payable
|
(15.0)
|
|
41.2
|
|
Accrued
expenses and other current liabilities
|
3.8
|
|
(44.4)
|
|
Deferred
revenues
|
(106.2)
|
|
20.3
|
|
Operating
leases, net
|
(9.6)
|
|
(8.0)
|
|
Other
liabilities
|
8.8
|
|
(80.8)
|
|
Net cash provided by
operating activities
|
646.6
|
|
744.2
|
|
Cash Flows From
Investing Activities
|
|
|
|
|
Capital
expenditures
|
(289.1)
|
|
(242.5)
|
|
Payments for
acquisitions, net of cash acquired
|
(32.0)
|
|
(5.4)
|
|
Proceeds from
divestitures, net of cash divested
|
84.4
|
|
10.5
|
|
Net cash provided by
(used for) investing activities
|
(236.7)
|
|
(237.4)
|
|
Cash Flows From
Financing Activities
|
|
|
|
|
Principal
payments on term loans
|
(198.1)
|
|
(300.0)
|
|
Repayments of
revolving credit facility
|
—
|
|
—
|
|
Payment of debt
issuance costs and discounts
|
(20.1)
|
|
0.1
|
|
Repurchases of
ordinary shares
|
(200.0)
|
|
(100.0)
|
|
Cash dividends
on preferred shares
|
(37.7)
|
|
(75.5)
|
|
Payments
related to tax withholding for share-based compensation
|
(15.6)
|
|
(20.6)
|
|
Other financing
activities
|
1.4
|
|
(0.5)
|
|
Net cash provided by
(used for) financing activities
|
(470.1)
|
|
(496.5)
|
|
Effects of
exchange rates
|
(15.3)
|
|
3.6
|
|
Net change in cash and
cash equivalents, including restricted cash
|
(75.5)
|
|
13.9
|
|
Cash and cash
equivalents, including restricted cash, beginning of
period
|
370.7
|
|
356.8
|
|
Cash and cash
equivalents, including restricted cash, end of period
|
$
295.2
|
|
$
370.7
|
|
Supplemental Cash
Flow Information:
|
|
|
|
|
Cash paid for
interest
|
$
265.3
|
|
$
273.5
|
|
Cash paid for income
tax
|
$
52.9
|
|
$
42.9
|
Supplemental Revenues Information
Annualized contract value ("ACV"), at any point in time,
represents the annualized value of all active customer
subscription-based license agreements for the next 12 months,
assuming those coming up for renewal during the measurement period
are renewed at their current price level. Our organic ACV grew 0.9%
in 2024, compared to 2023, primarily driven by price increases. Our
total ACV for 2024, compared to 2023, declined 1.1% primarily due
to the ScholarOne divestiture in November
2024.
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
December 31,
|
|
Change
|
% of
Change
|
|
2024
|
|
2023
|
|
$
|
%
|
Acquisitions
|
Disposals
|
FX
|
Organic
|
|
Subscription
|
$
407.0
|
|
$
410.8
|
|
$
(3.8)
|
(0.9) %
|
0.2 %
|
(1.2) %
|
— %
|
0.1 %
|
|
Re-occurring
|
112.0
|
|
119.1
|
|
(7.1)
|
(6.0) %
|
— %
|
— %
|
(0.6) %
|
(5.4) %
|
|
Recurring
revenues
|
$
519.0
|
|
$
529.9
|
|
$
(10.9)
|
(2.1) %
|
0.1 %
|
(0.9) %
|
(0.2) %
|
(1.1) %
|
|
Transactional
|
144.0
|
|
153.8
|
|
(9.8)
|
(6.4) %
|
0.3 %
|
(7.3) %
|
— %
|
0.6 %
|
|
Revenues
|
$
663.0
|
|
$
683.7
|
|
$
(20.7)
|
(3.0) %
|
0.2 %
|
(2.4) %
|
(0.1) %
|
(0.7) %
|
|
|
Year
Ended
December
31,
|
|
Change
|
% of
Change
|
|
2024
|
|
2023
|
|
$
|
%
|
Acquisitions
|
Disposals
|
FX
|
Organic
|
|
Subscription
|
$ 1,626.8
|
|
$
1,618.1
|
|
$
8.7
|
0.5 %
|
0.1 %
|
(0.3) %
|
(0.2) %
|
0.9 %
|
|
Re-occurring
|
429.8
|
|
444.6
|
|
(14.8)
|
(3.3) %
|
— %
|
— %
|
(0.2) %
|
(3.1) %
|
|
Recurring
revenues
|
$ 2,056.6
|
|
$
2,062.7
|
|
$
(6.1)
|
(0.3) %
|
0.1 %
|
(0.2) %
|
(0.3) %
|
0.1 %
|
|
Transactional
|
500.1
|
|
566.1
|
|
(66.0)
|
(11.7) %
|
0.2 %
|
(5.3) %
|
— %
|
(6.6) %
|
|
Revenues
|
$ 2,556.7
|
|
$
2,628.8
|
|
$
(72.1)
|
(2.7) %
|
0.1 %
|
(1.3) %
|
(0.1) %
|
(1.4) %
|
|
|
Three Months
Ended
December 31,
|
|
Change
|
% of
Change
|
|
2024
|
|
2023
|
|
$
|
%
|
Acquisitions
|
Disposals
|
FX
|
Organic
|
|
Academia &
Government
|
$
342.9
|
|
$
339.4
|
|
$
3.5
|
1.0 %
|
— %
|
(1.4) %
|
0.1 %
|
2.3 %
|
|
Intellectual
Property
|
209.1
|
|
225.6
|
|
(16.5)
|
(7.3) %
|
0.2 %
|
(4.5) %
|
(0.3) %
|
(2.7) %
|
|
Life Sciences &
Healthcare
|
111.0
|
|
118.7
|
|
(7.7)
|
(6.5) %
|
0.7 %
|
(1.2) %
|
(0.2) %
|
(5.8) %
|
|
Revenues
|
$
663.0
|
|
$
683.7
|
|
$
(20.7)
|
(3.0) %
|
0.2 %
|
(2.4) %
|
(0.1) %
|
(0.7) %
|
|
|
Year
Ended
December
31,
|
|
Change
|
% of
Change
|
|
2024
|
|
2023
|
|
$
|
%
|
Acquisitions
|
Disposals
|
FX
|
Organic
|
|
Academia &
Government
|
$ 1,326.4
|
|
$
1,323.3
|
|
$
3.1
|
0.2 %
|
— %
|
(0.4) %
|
(0.1) %
|
0.7 %
|
|
Intellectual
Property
|
811.4
|
|
862.7
|
|
(51.3)
|
(5.9) %
|
0.1 %
|
(3.1) %
|
(0.2) %
|
(2.7) %
|
|
Life Sciences &
Healthcare
|
418.9
|
|
442.8
|
|
(23.9)
|
(5.4) %
|
0.6 %
|
(0.8) %
|
(0.4) %
|
(4.8) %
|
|
Revenues
|
$ 2,556.7
|
|
$
2,628.8
|
|
$
(72.1)
|
(2.7) %
|
0.1 %
|
(1.3) %
|
(0.1) %
|
(1.4) %
|
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
share-based compensation, impairments, restructuring expenses, the
impact of certain non-cash fair value adjustments on financial
instruments, acquisition and/or disposal-related transaction costs,
unrealized foreign currency gains/losses, legal settlements, and
other items that are included in Net income (loss) for the period
that we do not consider indicative of our ongoing operating
performance. Net income (loss) margin is calculated by dividing Net
income (loss) by Revenues. 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 fourth quarter and full year of
2024 and 2023, respectively, and reconciles these non-GAAP measures
to our Net income (loss) and Net income (loss) margin for the same
periods:
|
Three Months
Ended
December 31,
|
|
Year
Ended
December
31,
|
|
(In millions, except
percentages); (unaudited)
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net income
(loss)
|
$
(191.8)
|
|
$
(843.9)
|
|
$
(636.7)
|
|
$
(911.2)
|
|
Provision (benefit) for
income taxes
|
59.6
|
|
(18.0)
|
|
82.9
|
|
(101.3)
|
|
Depreciation and
amortization
|
186.0
|
|
180.8
|
|
727.0
|
|
708.3
|
|
Interest expense,
net
|
69.9
|
|
75.2
|
|
283.4
|
|
293.7
|
|
Share-based
compensation expense
|
10.9
|
|
11.8
|
|
60.6
|
|
108.9
|
|
Goodwill and intangible
asset impairments
|
224.1
|
|
844.7
|
|
540.7
|
|
979.9
|
|
Restructuring and other
impairments
|
5.4
|
|
14.7
|
|
19.6
|
|
40.0
|
|
Fair value adjustment
of warrants
|
—
|
|
(1.5)
|
|
(5.2)
|
|
(15.9)
|
|
Transaction related
costs
|
4.3
|
|
3.1
|
|
17.9
|
|
8.2
|
|
Other(1)
|
(83.1)
|
|
31.3
|
|
(29.8)
|
|
6.6
|
|
Adjusted
EBITDA
|
$
285.3
|
|
$
298.2
|
|
$
1,060.4
|
|
$
1,117.2
|
|
|
|
|
|
|
|
|
|
Net income (loss)
margin
|
(28.9) %
|
|
(123.4) %
|
|
(24.9) %
|
|
(34.7) %
|
|
Adjusted EBITDA
margin
|
43.0 %
|
|
43.6 %
|
|
41.5 %
|
|
42.5 %
|
|
|
(1) Includes
the net impact of unrealized foreign currency gains and losses and
other items that do not reflect our ongoing operating performance.
The fourth quarter and full year 2024 amount includes a gain of
$69.5 and a net gain of $54.7, respectively, from the divestitures
completed in 2024. The full year 2023 amount includes a gain of
$49.4 related to a legal settlement.
|
Adjusted net income and Adjusted diluted EPS
Adjusted net income represents Net income (loss), adjusted to
exclude amortization related to acquired intangible assets,
share-based compensation, impairments, restructuring expenses, the
impact of certain non-cash fair value adjustments on financial
instruments, acquisition and/or disposal-related transaction costs,
unrealized foreign currency gains/losses, legal settlements, 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 associated income tax impact of such
adjustments.
Adjusted diluted EPS is calculated by dividing Adjusted net
income by Adjusted diluted weighted average shares. The Adjusted
diluted weighted average shares calculation assumes that all
instruments in the calculation are dilutive.
The following tables present our calculation of Adjusted net
income and Adjusted diluted EPS for the fourth quarter and full
year of 2024 and 2023, respectively, and reconciles these non-GAAP
measures to our Net income (loss) and Diluted EPS for the same
periods:
|
Three Months Ended
December 31,
|
|
2024
|
|
2023
|
|
(In millions, except
per share amounts); (unaudited)
|
Amount
|
|
Per
Share
|
|
Amount
|
|
Per
Share
|
|
Net income (loss) and
Diluted EPS
|
$
(191.8)
|
|
$
(0.27)
|
|
$
(843.9)
|
|
$
(1.27)
|
|
Amortization related to
acquired intangible assets
|
137.2
|
|
0.20
|
|
134.5
|
|
0.20
|
|
Share-based
compensation expense
|
10.9
|
|
0.02
|
|
11.8
|
|
0.02
|
|
Goodwill and intangible
asset impairments
|
224.1
|
|
0.32
|
|
844.7
|
|
1.27
|
|
Restructuring and other
impairments
|
5.4
|
|
0.01
|
|
14.7
|
|
0.02
|
|
Fair value adjustment
of warrants
|
—
|
|
—
|
|
(1.5)
|
|
—
|
|
Transaction related
costs
|
4.3
|
|
0.01
|
|
3.1
|
|
—
|
|
Other(1)
|
(83.1)
|
|
(0.13)
|
|
31.3
|
|
0.04
|
|
Income tax impact of
related adjustments
|
38.5
|
|
0.05
|
|
(31.3)
|
|
(0.05)
|
|
Adjusted net income and
Adjusted diluted EPS
|
$
145.5
|
|
$
0.21
|
|
$
163.4
|
|
$
0.23
|
|
Adjusted weighted
average ordinary shares, diluted
|
707.7
|
|
724.4
|
|
|
(1) Includes
the net impact of unrealized foreign currency gains and losses and
other items that do not reflect our ongoing operating performance.
The fourth quarter 2024 amount includes a gain of $69.5 from the
ScholarOne divestiture.
|
|
Year Ended December
31,
|
|
2024
|
|
2023
|
|
(In millions, except
per share amounts); (unaudited)
|
Amount
|
|
Per
Share
|
|
Amount
|
|
Per
Share
|
|
Net income (loss) and
Diluted EPS
|
$
(636.7)
|
|
$
(0.92)
|
|
$
(911.2)
|
|
$
(1.36)
|
|
Amortization related to
acquired intangible assets
|
554.1
|
|
0.80
|
|
564.3
|
|
0.84
|
|
Share-based
compensation expense
|
60.6
|
|
0.09
|
|
108.9
|
|
0.16
|
|
Goodwill and intangible
asset impairments
|
540.7
|
|
0.78
|
|
979.9
|
|
1.46
|
|
Restructuring and other
impairments
|
19.6
|
|
0.03
|
|
40.0
|
|
0.06
|
|
Fair value adjustment
of warrants
|
(5.2)
|
|
(0.01)
|
|
(15.9)
|
|
(0.02)
|
|
Transaction related
costs
|
17.9
|
|
0.03
|
|
8.2
|
|
0.01
|
|
Other(1)
|
(29.8)
|
|
(0.08)
|
|
6.6
|
|
(0.06)
|
|
Income tax impact of
related adjustments
|
4.1
|
|
0.01
|
|
(181.7)
|
|
(0.27)
|
|
Adjusted net income and
Adjusted diluted EPS
|
$
525.3
|
|
$
0.73
|
|
$
599.1
|
|
$
0.82
|
|
Adjusted weighted
average ordinary shares, diluted
|
721.5
|
|
731.3
|
|
|
(1) Includes
the net impact of unrealized foreign currency gains and losses and
other items that do not reflect our ongoing operating performance.
The 2024 amount includes a net gain of $54.7 from divestitures and
the 2023 amount includes a gain of $49.4 related to a legal
settlement.
|
Free cash flow
Free cash flow represents Net cash provided by operating
activities less Capital expenditures. The following table
reconciles this non-GAAP measure to Net cash provided by operating
activities for the same periods:
|
Three Months Ended
December 31,
|
|
Year Ended December
31,
|
|
(In millions);
(unaudited)
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net cash provided by
operating activities
|
$
141.3
|
|
$
190.9
|
|
$
646.6
|
|
$
744.2
|
|
Capital
expenditures
|
(82.2)
|
|
(63.9)
|
|
(289.1)
|
|
(242.5)
|
|
Free cash
flow
|
$
59.1
|
|
$
127.0
|
|
$
357.5
|
|
$
501.7
|
Reconciliations to Certain Non-GAAP Measures - 2025
Outlook
Adjusted EBITDA and Adjusted EBITDA Margin
The following table presents our calculation of Adjusted EBITDA
and Adjusted EBITDA margin for the 2025 outlook and reconciles
these non-GAAP measures to our Net income (loss) and Net income
(loss) margin for the same period:
|
Year Ending December
31, 2025
(Forecasted)
|
|
(In millions, except
percentages); (unaudited)
|
Low
|
|
High
|
|
Net income
(loss)
|
$
(203)
|
|
$
(127)
|
|
Provision (benefit) for
income taxes
|
55
|
|
59
|
|
Depreciation and
amortization
|
697
|
|
687
|
|
Interest expense,
net
|
262
|
|
252
|
|
Share-based
compensation expense
|
84
|
|
84
|
|
Restructuring and other
impairments(1)
|
30
|
|
30
|
|
Transaction related
costs
|
10
|
|
10
|
|
Other
|
5
|
|
5
|
|
Adjusted
EBITDA
|
$
940
|
|
$
1,000
|
|
|
Net income (loss)
margin
|
(8.9) %
|
|
(5.3) %
|
|
Adjusted EBITDA
margin
|
40.5 %
|
|
42.5 %
|
|
|
(1) Reflects restructuring costs
expected to be incurred in 2025 associated with the Value Creation
Plan.
|
Adjusted diluted EPS
The following table presents our calculation of Adjusted diluted
EPS for the 2025 outlook and reconciles this non-GAAP measure to
our per share Net income (loss) for the same period:
|
Year Ending December
31, 2025
(Forecasted)
|
|
(Unaudited)
|
Low
|
|
High
|
|
Net income
(loss)
|
(0.28)
|
|
(0.18)
|
|
Amortization related to
acquired intangible assets
|
0.75
|
|
0.75
|
|
Share-based
compensation expense
|
0.12
|
|
0.12
|
|
Restructuring and other
impairments(1)
|
0.04
|
|
0.04
|
|
Transaction related
costs
|
0.01
|
|
0.01
|
|
Other
|
0.01
|
|
0.01
|
|
Income tax impact of
related adjustments
|
(0.05)
|
|
(0.05)
|
|
Adjusted diluted
EPS
|
$
0.60
|
|
$
0.70
|
|
Adjusted
weighted-average ordinary shares (diluted)(2)
|
696 million
|
|
|
(1) Reflects
restructuring costs expected to be incurred in 2025 associated with
the Value Creation Plan.
|
|
(2) For the
purposes of calculating adjusted diluted EPS, we have assumed the
"if-converted" method of share dilution on a full year
basis.
|
Free cash flow
The following table presents our calculation of Free cash flow
for the 2025 outlook and reconciles this non-GAAP measure to our
Net cash provided by operating activities for the same period:
|
Year Ending December
31, 2025
(Forecasted)
|
|
(In millions);
(unaudited)
|
Low
|
|
High
|
|
Net cash provided by
operating activities
|
$
555
|
|
$
635
|
|
Capital
expenditures
|
(255)
|
|
(255)
|
|
Free cash
flow
|
$
300
|
|
$
380
|
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SOURCE Clarivate Plc
