CLARIVATE PLC
For the period ended Mar 31, 2026. Filed Apr 29, 2026.
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.
Mar 31, 2026 · Filed Apr 29, 2026
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 2025-09-30; filed 2025-10-29.
0001764046-25-000116
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-29.
0001764046-26-000058
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.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (61)
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of Operations.
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our annual report on Form 10-K for theyear ended December 31, 2025 and the condensed consolidated financial statements
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by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence
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structure.
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•Intelligence solutions. Continuously enriched, up-to-date knowledge assets, combining expert-curated data, structured
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taxonomies, and analytical models that transform complex information into actionable insights powered by a unique
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tailored to meet specific needs.
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expertise and global experience.
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In February 2026, we announced that we are pursuing a sale of our LS&H segment. We believe that a potential sale will
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allow us to increase our focus on our A&G and IP businesses, and we anticipate that proceeds from a potential sale would
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strengthen our balance sheet through reduced leverage. We are currently engaged in active discussions with interested parties
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but cannot assure that the sale process will result in a transaction.
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products, and similar activities. Organic revenues exclude revenues from acquisitions and disposals (including divestitures)
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completed within the past 12 months and the impact from changes in foreign currency exchange rates (“FX”).
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March 31, 2026, compared to March 31, 2025, increased 3.2%, primarily due to improved product pricing and FX
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movements.
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in annual renewal rates.
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Our annual renewal rate of 92.5% as of March 31, 2026 remained stable compared to December 31, 2025.
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EBITDA margin is provided further below.
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obligations.
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Net cash provided by operating activities and Free cash flow is provided further below.
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is continuing into 2026 and partially affects prior year comparability as further discussed below.
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between periods.
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Subscription revenues increased primarily due to organic growth driven by new sales and pricing, along with FX, partially
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decline was primarily due toproduct group wind-downs in A&G and LS&H, while the organic decline was related tolower
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A&G activity.
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A&G segment revenues benefited from subscription organic growth driven by new sales and pricing but decreased overall
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due toproduct group wind-downs. IP segment revenues increased primarily due to FX, partially offset by lower re-occurring
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Americas revenues benefited from subscription organic growth butdecreased overall due to the product group wind-downs
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including royalty fees.
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Thedecrease of 7% compared to thethree months ended March 31, 2025 was primarily driven by the product wind-downs
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and improved cost management. As a percentage of revenues, Cost of revenues decreased by 2% compared to the prior year
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period.
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other professional and consulting costs.
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Thedecrease of 1% compared to thethree months ended March 31, 2025 was primarily driven by improved cost
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Depreciation and amortization expense was largely unchanged compared to thethree months ended March 31, 2025.
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Restructuring costs
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activities.
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Restructuring costs in the current and prior year period were driven by the Value Creation Plan, which was approved in the
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fourth quarter of 2024 and is our only active restructuring program as of March 31, 2026. We expect this program to continue
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•Enriched data. Curated, up-to-date content collections validated by skilled data scientists and domain experts with real-world experience.
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•Acquisitions. Revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition.
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•Disposals. Revenue generated in the comparative prior year period from product lines, services, and/or businesses divested from the date of the sale in the current period presented or included within a disposal group.
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•Foreign Currency (“FX”). The difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates.
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Our annual renewal rate for the nine months ended September 30, 2025 and 2024 was 93% and 92%, respectively.
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The following factors had a significant impact on the comparability of our results of operations between the periods presented and may affect the comparability of our results of operations in future periods:
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•In November 2024, we completed the sale of our ScholarOne product group within our A&G segment.
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•In the second quarter of 2024, we recognized a substantial goodwill impairment.
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•In April 2024, we completed the sale of our Valipat product group within our IP segment.
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Subscription organic growth was driven by new sales and price increases, while the subscription disposals decrease was primarily attributed to the ScholarOne divestiture and product group wind-downs within LS&H. The re-occurring organic decline was primarily due to lower IP volumes and sales. The transactional organic decline was also primarily due to lower IP activity, while the transactional disposal increase was primarily due to higher transactional book sales in A&G wind-down products.
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A&G segment revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs, partially offset by subscription organic growth driven by new sales, improved retention, and price increases. IP segment revenues decreased primarily due to the Valipat divestiture and lower re-occurring and transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs and lower subscription revenues.
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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.
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The 3.9% increase compared to the three months ended September 30, 2024 was primarily driven by increased royalties associated with higher transactional book sales in A&G wind-down products. The 2.0% decrease compared to the nine months ended September 30, 2024 was primarily driven by the Valipat and ScholarOne divestitures, as well as product wind-downs.
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The increase of 8.2% and 5.0% compared to the three and nine months ended September 30, 2024, respectively, was primarily driven by increased investment in computer software assets.
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Goodwill and intangible asset impairments
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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.
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In the third quarter of 2024, we recorded $13.8 of goodwill associated with a small acquisition within the IP segment reporting unit. We recorded an impairment to the goodwill because the IP reporting unit’s fair value was significantly below its carrying value based on the results of our second quarter 2024 goodwill impairment assessment.
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Restructuring and other impairments
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Charges for the three and nine months ended September 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 nine months ended September 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.
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The income tax provision of $34.9 and $23.3 for the nine months ended September 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.
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The decrease in net cash provided by operating activities was primarily due to higher restructuring costs and related cash outflows compared to the prior year.
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The increase in net cash used for financing activities was driven by higher share repurchases and debt repayments in the current year, partially offset by the MCPS dividend payments made in the prior year.
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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 May 30, 2025 redemption date. 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%. In September 2025, we redeemed an additional $100.0 of our outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the September 30, 2025 redemption date.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results
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The following discussion should be read in conjunction with our historical financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2024 and the financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-looking statements as described in the Cautionary Note Regarding Forward-Looking Statements of this quarterly report. The risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements include, but are not limited to, factors described in Item 1A. Risk Factors of this quarterly report and Item 1A. Risk Factors in our most recently filed annual report on Form 10-K.
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The following discussion should be read in conjunction with our historical financial statements and related notes included in
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We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets. Whether it’s providing insights to advance an industry or accelerating the delivery of a critical drug, our vision at Clarivate is to fuel the world’s greatest breakthroughs by harnessing the power of human ingenuity. We offer enriched data, insights & analytics, workflow solutions, and expert services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment structure. Within each of our three segments, we provide the following:
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We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating
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•Insights & analytics. Predictive analytics powered by a unique combination of AI-enabled software paired with human insights, developed and interpreted by PhD level experts.
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combination of AI-enabled software and human expertise.
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•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis tailored to meet specific needs.
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•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis
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•Expert services. We are home to industry specialists, consultants, and data scientists with deep subject-matter expertise and global experience.
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•Tech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-matter
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We regularly monitor organic revenue growth, annualized contract value, annual renewal rates, Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow as key performance indicators that we use to evaluate our business and trends, measure performance, prepare financial projections, and make strategic decisions.
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Adjusted EBITDA margin, and Free cash flow as key performance indicators that we use to evaluate our business and trends,
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Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures. Reconciliations of our non-GAAP measures to the most directly comparable GAAP measures are provided further below.
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Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance
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•Organic. Revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced product offerings, and any other revenue change drivers except for changes from acquisitions, disposals, and foreign currency.
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We define organic revenue as revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced
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We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad changes in product mix, and by geography to help us identify and address changes and revenue trends by region. We define the components of revenue growth as follows:
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We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer
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Our 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. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the evaluation of underlying sales execution and customer engagement trends. This metric is particularly important to us because the majority of our revenues are generated from subscription-based license agreements.
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Our ACV, at any point in time, represents the annualized value of all active customer subscription-based license agreements
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Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business, and cancellations) and price, acquisitions and divestitures, and changes in FX.
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Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of
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Our organic ACV grew 1.6% compared to September 30, 2024, primarily driven by price increases. Our total ACV of $1,542.7 as of September 30, 2025 declined 3.4% compared to $1,596.4 as of September 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.
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Our organic ACV grew 1.6% compared to March 31, 2025, primarily driven by improved product pricing. Our total ACV for
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Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based license agreements renewed during the measurement period (including the value of any product downgrades), divided by (b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional products and services. The impact of upgrades, new subscriptions, and product price increases is reflected in ACV, but not in annual renewal rates.
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Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based
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As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer engagement trends, and to help analyze our historical results and prepare financial projections.
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As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as
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We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for investors to understand the underlying trends of our operations. 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. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
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We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for
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Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, Adjusted EBITDA 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. For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to Net income (loss) and Net income (loss) margin, refer to Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) below.
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Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future
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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.
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We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar
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•In December 2024, our Board approved the wind-down of three product groups within the LS&H and A&G segments, which is expected to reduce revenues and profit by less than 10% and 5%, respectively.
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In December 2024, our Board approved the wind-down of three product groups within the LS&H and A&G segments, which
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The following tables present our revenues by type, segment, and geography, as well as the components driving the changes between periods.
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The following tables present our revenues by type, segment, and geography, as well as the components driving the changes
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Subscription organic growth was driven by new sales, improved retention, and price increases, with the subscription disposals decrease primarily attributable to the ScholarOne divestiture and product group wind-downs within LS&H. Re-occurring organic revenues were flat, with FX translation gains driving the overall increase. The transactional organic decline was primarily due to lower IP activity, while the transactional disposal decrease was primarily due to the product group wind-downs in A&G and LS&H, as well as the Valipat divestiture.
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offset by product group wind-downs within LS&H. Re-occurring revenues increased primarily due to FX. The transactional
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A&G segment revenues increased primarily due to subscription growth driven by new sales, improved retention, and price increases. IP segment revenues decreased primarily due to lower re-occurring and transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs.
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volumes. LS&H segment revenues decreased due to product group wind-downs.
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Americas revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs within A&G and LS&H, partially offset by higher transactional book sales attributed to A&G wind-down products. EMEA (Europe/Middle East/Africa) revenues increased primarily due to FX translation gains and strong subscription and transactional orders in A&G. APAC (Asia Pacific) revenues decreased due to product group wind-downs within A&G.
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within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues increased due to FX. APAC (Asia Pacific) revenues
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Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce content, including royalty fees.
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Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed
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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.
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Selling, general and administrative costs (“SG&A”) include nearly all business costs not directly attributable to the
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The 3.2% decrease compared to the nine months ended September 30, 2024 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.
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management. As a percentage of revenues, SG&A costs were largely unchanged compared to the prior year period.
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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.
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Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and
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Restructuring and other impairment expense includes costs associated with certain involuntary termination benefits, contract terminations, and other exit or disposal activities.
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Restructuring costs include certain involuntary termination benefits, contract terminations, and other exit or disposal
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The change of $38.5 compared to the three months ended September 30, 2024 was primarily 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.
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unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated
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The change of $11.1 compared to the nine months ended September 30, 2024 was primarily driven 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.
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in GBP. For further information, see Note 8 - Other Operating Expense (Income), Net included in Part I, Item 1 of this
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The decrease of 5.1% and 6.6% compared to the three and nine months ended September 30, 2024, respectively, was driven by lower interest rates on our outstanding variable-rate debt and reduced borrowings under our notes and credit facilities.
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Thedecrease of 8% compared to thethree months ended March 31, 2025 was primarily driven by lower interest rates on our
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The income tax provision of $3.8 and $15.1 for the three months ended September 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized.
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primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized. The current quarter effective tax
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The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.
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rate may not be indicative of our effective tax rates for future periods.
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The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and nine months ended September 30, 2025 and 2024, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
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March 31, 2026 and 2025, and reconciles these non-GAAP measures to Net income (loss) and Net income (loss) margin for
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We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of September 30, 2025, we had $318.7 of cash on hand and $768.5 of available borrowing capacity under our revolving credit facility.
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We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of
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We have historically generated significant cash flows from our operating activities. Our subscription-based revenue model provides a steady and predictable source of revenue and cash flow for us, as we typically receive payments from our customers at the start of the subscription period (usually 12 months) and recognize revenue ratably throughout that period. Our high customer renewal rate, stable margins, and efforts to improve operating efficiencies and working capital management also contribute to our ability to generate solid operating cash flows.
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We have historically generated significant cash flows from our operating activities. Our subscription-based revenue model
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The following table discloses our cash flows by activity for the periods presented:
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The following table presents our consolidated cash flows by activity:
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The decrease in net cash used for investing activities was primarily due to acquisition and divestiture-related outflows in the prior year, as well as lower capital expenditures in the current year.
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Net cash used for investing activities decreased modestlydue to lower capital spending.
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The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities for the periods presented:
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The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities:
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Free cash flow decreased due to the change in net cash provided by operating activities described above, partially offset by a 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.
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Free cash flow decreased primarily due to the change in net cash provided by operating activities described above. Our
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and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-
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looking, subject to the risks and uncertainties described in the Cautionary Note Regarding Forward-Looking Statements and
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in Item 1A. Risk Factors of this quarterly report, as well as the factors described Item 1A. Risk Factors in our most recently
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filed annual report on Form 10-K.
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curiosity to protecting the world’s critical intellectual property assets. Our aim is to fuel the world’s greatest breakthroughs
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solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government (“A&G”), Intellectual
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Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment
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We regularly monitor organic revenue growth, annualized contract value(“ACV”), annual renewal rates, Adjusted EBITDA,
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measure performance, prepare financial projections, and make strategic decisions.
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with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to
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investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures.
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Reconciliations of our non-GAAP measures from the most directly comparable GAAP measures are provided further below.
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needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad
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changes in product mix, and by geography to help us identify and address changes and revenue trends by region.
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for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current
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price level. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the
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evaluation of underlying sales execution and customer engagement trends. This metric is particularly important to us because
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the majority of our revenues are generated from subscription-based license agreements.
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that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, newbusiness,
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and cancellations) and price, acquisitions, divestitures and disposals, and changes in FX.
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license agreements renewed during the measurement period (including the value of any product downgrades), divided by
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(b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement
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period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal
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during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and
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denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual
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renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional
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products and services. The impact of upgrades, new subscriptions, and improved product pricing is reflected in ACV, but not
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a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer
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engagement trends, and to help analyze our historical results and prepare financial projections.
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investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the
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Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-
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based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial
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instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements,
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and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing
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operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
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results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety
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or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or
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discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our
Current report — wording carried from elsewhere
obligations. Our reconciliation between Net income (loss) and Net income (loss) margin and Adjusted EBITDA and Adjusted
Current report — wording carried from elsewhere
measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the
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