CLARIVATE PLC
For the period ended Jun 30, 2025. Filed Jul 30, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 30, 2025
CLVT$2.34+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-04-29.
0001764046-25-000062
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-30.
0001764046-25-000096
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 88 previous paragraphs and 97 current paragraphs.
60 unchanged; 25 reworded; 10 added; 2 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
•In the second quarter of 2024, we recognized a substantial goodwill impairment.
Current report
Subscription revenues were flat, as organic growth, driven by new sales and price increases, and FX translation gains were offset by disposal-related reductions, primarily from the ScholarOne product group divestiture and product group wind-downs within LS&H. Re-occurring revenues increased modestly due to FX translation gains that were partially offset by lower IP patent renewal volumes. Transactional revenues decreased primarily due to product group wind-downs within A&G.
Current report
A&G segment revenues decreased, as subscription growth driven by new sales and price increases, was offset by the ScholarOne product group divestiture and product group wind-downs. IP segment revenues increased modestly, primarily due to FX translation gains, partially offset by lower IP transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs.
Current report
Americas revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs within A&G and LS&H. EMEA revenues decreased primarily due to the Valipat and ScholarOne product group divestitures and product group wind-downs within A&G. APAC revenues decreased due to product group wind-downs within A&G, partially offset by A&G subscription growth.
Current report
Goodwill and intangible asset impairments
Current report
In the second quarter of 2024, primarily due to sustained declines in our share price, we performed an interim quantitative goodwill impairment assessment by comparing the estimated fair value to the carrying value for both of our segment reporting units carrying a goodwill balance. The carrying value of the LS&H segment reporting unit exceeded its fair value, resulting in a goodwill impairment charge of $302.8.
Current report
The decrease of 6.3% and 7.4% compared to the three and six months ended June 30, 2024, respectively, was driven by lower interest rates on our outstanding variable-rate debt and reduced borrowings under our notes and credit facilities.
Current report
The income tax provision (benefit) of $31.1 and $8.2 for the six months ended June 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, an offsetting $14.2 tax benefit associated with the goodwill impairment.
Current report
In May 2025, we entered into an incremental $500.0 tranche of term loans under our term loan facility. These term loans carry an interest rate margin of 325 basis points per annum in the case of loans bearing interest by reference to term SOFR and are not subject to amortization. We used the issuance proceeds to redeem $500.0 aggregate principal amount of our outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the redemption date of May 30, 2025. To offset the incremental interest expense impact of this refinancing, we entered into foreign currency swap transactions to effectively convert approximately 80% of the new term loan debt from U.S. dollars to Euro, economically reducing the interest rate by approximately 2%. For further discussion related to our outstanding borrowings and associated hedging activities, see Note 6 - Debt and Note 4 - Derivative Instruments included in Part I, Item 1 of this quarterly report.
Current report
Critical Accounting Policies and Estimates
Removed paragraphs (2)
Previous report
The decrease of 8.4% compared to the three months ended March 31, 2024 was driven by lower outstanding borrowings on our new term loan facility.
Previous report
Critical Accounting Policies, Estimates and Assumptions
Reworded paragraphs (25)
Previous wording
Our organic ACV grew 1.2% compared to March 31, 2024, primarily driven by price increases. Our total ACV of $1,526.1 as of March 31, 2025 declined 3.6% compared to $1,583.3 as of March 31, 2024, primarily due to the ScholarOne divestiture in November 2024 and the wind-down of certain product groups beginning in the first quarter of 2025.
Current wording
Our organic ACV grew 1.3% compared to June 30, 2024, primarily driven by price increases. Our total ACV of $1,535.6 as of June 30, 2025 declined 3.5% compared to $1,591.8 as of June 30, 2024, primarily due to the ScholarOne divestiture in November 2024 and the wind-down of certain product groups beginning in the first quarter of 2025.
Previous wording
Our annual renewal rate for the three months ended March 31, 2025 and 2024 was 94% and 93%, respectively.
Current wording
Our annual renewal rate for the six months ended June 30, 2025 and 2024 was 93% and 92%, respectively.
Previous wording
We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the ability of a company to service its debt. Our presentation of Free cash flow should not be considered as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.
Current wording
We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the ability of a company to service its debt. Our presentation of Free cash flow should not be considered as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations. We define Free cash flow as Net cash provided by operating activities less Capital expenditures. For further discussion related to Free cash flow, including a reconciliation to Net cash provided by operating activities, refer to Liquidity and Capital Resources - Cash Flows below.
Previous wording
The tables below present the changes in revenues by transaction type, segment, and geography, as well as the components driving the changes between periods.
Current wording
The following tables present our revenues by type, segment, and geography, as well as the components driving the changes between periods.
Previous wording
Subscription revenues decreased primarily due to the ScholarOne product group divestiture and product group wind-down within LS&H. Re-occurring revenues increased primarily due to higher IP patent renewal volumes. Transactional revenues decreased primarily due to the Valipat product group divestiture and product group wind-downs within A&G.
Current wording
Subscription revenues decreased due to the ScholarOne product group divestiture and product group wind-downs within LS&H, partially offset by organic growth driven by new sales and price increases. Re-occurring revenues increased primarily due to higher IP patent renewal volumes. Transactional revenues decreased primarily due to the Valipat product group divestiture and product group wind-downs within A&G.
Previous wording
A&G segment revenues decreased, as subscription growth driven by price increases was offset by the ScholarOne product group divestiture and product group wind-downs within A&G. IP segment revenues decreased primarily due to the Valipat product group divestiture, partially offset by higher IP patent renewal volumes. LS&H segment revenues decreased primarily due to lower subscription revenues and the product group wind-down within LS&H.
Current wording
A&G segment revenues decreased, as subscription growth, driven by new sales and price increases, was offset by the ScholarOne product group divestiture and product group wind-downs. IP segment revenues decreased primarily due to the Valipat product group divestiture. LS&H segment revenues decreased primarily due to product group wind-downs and lower subscription revenues.
Previous wording
Americas revenues decreased primarily due to the ScholarOne divestiture, partially offset by higher contributions from A&G subscription revenues. EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the Valipat and ScholarOne product group divestitures and lower LS&H transactional revenues. APAC (Asia Pacific) revenues decreased due to a stronger dollar against APAC currencies and the Valipat product group divestiture, partially offset by A&G subscription growth.
Current wording
Americas revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the ScholarOne product group divestitures and product group wind-downs within A&G. APAC (Asia Pacific) revenues decreased due to product group wind-downs within A&G.
Previous wording
The decrease of 5.0% compared to the three months ended March 31, 2024 was primarily driven by reduced royalty fees and the Valipat product group divestiture. As a percentage of revenues, Cost of revenues was consistent with the prior year period.
Current wording
The decrease of 4.7% and 4.8% compared to the three and six months ended June 30, 2024, respectively, was primarily driven by product group wind-downs within A&G and cost management. As a percentage of revenues, cost of revenues were largely unchanged compared to the respective comparative prior year periods.
Previous wording
Selling, general and administrative costs (“SG&A”) include nearly all business costs not directly attributable to the production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure, and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and other professional and consulting costs.
Current wording
Selling, general and administrative (“SG&A”) costs include nearly all business costs not directly attributable to the production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure, and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and other professional and consulting costs.
Previous wording
The decrease of 7.0% compared to the three months ended March 31, 2024 was primarily driven by cost management and reductions in share-based compensation expense. As a percentage of revenues, SG&A costs decreased by 0.9% from the prior year period.
Current wording
The decrease of 2.2% and 4.7% compared to the three and six months ended June 30, 2024, respectively, was primarily driven by cost management and reductions in share-based compensation expense. As a percentage of revenues, SG&A costs were largely unchanged compared to the respective comparative prior year periods.
Previous wording
Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology and content, internally generated computer software, and trade names.
Current wording
Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology and content, internally developed computer software, and trade names.
Previous wording
The increase of 3.3% compared to the three months ended March 31, 2024 was primarily driven by increased investment in internally developed software and content assets.
Current wording
The increase of 3.5% and 3.4% compared to the three and six months ended June 30, 2024, respectively, was primarily driven by increased investment in content assets.
Previous wording
First quarter 2025 charges were associated with the Value Creation Plan, which began in the fourth quarter of 2024 and is expected to be substantially completed by the end of 2025. First quarter 2024 charges related to the Segment Optimization Program, which was substantively completed in 2024. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 8 - Restructuring and Other Impairments included in Part I, Item 1 of this quarterly report.
Current wording
Charges for the three and six months ended June 30, 2025 were primarily associated with the Value Creation Plan, which began in the fourth quarter of 2024 and is expected to be substantially completed by the end of 2025. Charges for the three and six months ended June 30, 2024 were primarily associated with the Segment Optimization Program, which was substantively completed in 2024. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 8 - Restructuring and Other Impairments included in Part I, Item 1 of this quarterly report.
Previous wording
The increased expense of $1.4 compared to the three months ended March 31, 2024 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP, offset by a $15.8 loss on divestiture in the prior year period. For further information, see Note 9 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.
Current wording
The change of $27.4 compared to the six months ended June 30, 2024 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP, offset by a $14.8 loss on divestiture in the prior year period. For further information, see Note 9 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.
Previous wording
The income tax provision of $18.8 and $15.0 for the three months ended March 31, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized. The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.
Current wording
The income tax provision (benefit) of $12.3 and $(6.8) for the three months ended June 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, a $14.2 tax benefit was recorded associated with the goodwill impairment.
Previous wording
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three months ended March 31, 2025 and 2024, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
Current wording
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and six months ended June 30, 2025 and 2024, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
Previous wording
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of March 31, 2025, we had $354.0 of cash and cash equivalents (including restricted cash of $11.4) and $692.8 of available borrowing capacity under our revolving credit facility.
Current wording
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of June 30, 2025, we had $362.6 of cash and cash equivalents (including restricted cash of $10.3) and $693.5 of available borrowing capacity under our revolving credit facility.
Previous wording
The following table presents our cash flows by activity for the periods presented:
Current wording
The following table discloses our cash flows by activity for the periods presented:
Previous wording
The decrease in net cash used for investing activities was due to lower capital spending.
Current wording
The decrease in net cash used for investing activities was primarily due to cash used for acquisition and divestiture activity in the prior year period and lower capital spending in the current year.
Previous wording
The decrease in net cash used for financing activities was primarily due to the prior year period payments towards our term loans, refinancing fees, and MCPS dividends, partially offset by the $50.0 used in the current year period to repurchase our ordinary shares.
Current wording
The decrease in net cash used for financing activities was primarily due to payments on our term loans and MCPS dividends in the prior year period, offset by an increase in cash used to repurchase our ordinary shares in the current year.
Previous wording
Free cash flow decreased minimally, driven by the change in net cash provided by operating activities described above, partially offset by a slight reduction in cash used for capital expenditures. Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development.
Current wording
Free cash flow decreased due to the change in net cash provided by operating activities described above, partially offset by a slight reduction in capital expenditures. Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development.
Previous wording
As of March 31, 2025, we had $4,541.8 of outstanding borrowings under our notes and credit facilities. We incurred $64.3 and $70.2 of interest expense associated with our debt obligations during the three months ended March 31, 2025 and 2024, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business. For further discussion related to our outstanding borrowings, see Note 6 - Debt included in Part I, Item 1 of this quarterly report.
Current wording
As of June 30, 2025, we had $4,541.8 of outstanding borrowings under our notes and credit facilities. We incurred $130.9 and $141.3 of interest expense associated with our debt obligations during the six months ended June 30, 2025 and 2024, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.
Previous wording
In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related to our share repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily relating to cloud computing services and content and software license costs. Any amounts for which we are currently liable are reflected in our Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.
Current wording
In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related to our share repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily for cloud computing services and software license costs. Any amounts for which we are currently liable are reflected in our Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.
Previous wording
As of March 31, 2025, we had $450.0 of availability remaining under our share repurchase program. The share repurchase authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by our shareholder authorization, approved by our Board of Directors or a designated committee thereof, and subject to availability of ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.
Current wording
As of June 30, 2025, we had $400.5 of availability remaining under our current share repurchase program. The share repurchase authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by our shareholder authorization, approved by our Board of Directors or a designated committee thereof, and subject to availability of ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.
Previous wording
There have been no material changes to our critical accounting policies, estimates, and assumptions from those reported under Part I, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, Estimates and Assumptions in our annual report on Form 10-K for the year ended December 31, 2024.
Current wording
There have been no material changes to our critical accounting policies and estimates from those reported under Part I, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates in our annual report on Form 10-K for the year ended December 31, 2024.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The change of $26.0 compared to the three months ended June 30, 2024 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.
Current report — wording carried from elsewhere
The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We define Free cash flow as Net cash provided by operating activities less Capital expenditures. For further discussion related to Free cash flow, including a reconciliation to Net cash provided by operating activities, refer to Liquidity and Capital Resources - Cash Flows below.