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CLOSED · 03:10 ET
Market ClerkRecap
Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

CLVT

CLARIVATE PLC
NYSE · TECHNOLOGY · SERVICES-COMPUTER PROCESSING & DATA PREPARATION
1.87
+0.02 +1.08%
USD · close Oct 23
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Work order
58
WATCH · shorts 58
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $1.2BP/E —DIV YIELD —FCF YIELD 27.93%REV TTM $2.4B −3.3%NET INCOME −$137.4MNET DEBT $3.2B52W 1.45 – 3.76SEC XBRL · TTM TO Invalid Date

How CLVT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
32%
of sentences unchanged
Added
311
new sentences
Dropped
337
sentences removed
Length
−1,428
words, now 26,235

New in FY2025

  • This section generally discusses our financial condition and results of operations for the years ended December 31, 2025 and 2024, including year-over-year comparisons.
  • Discussion of our financial condition and results of operations for the year ended December 31, 2023, and comparisons between 2024 and 2023, are not included in this annual report and may be found in Item 7.
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our annual report on Form 10-K for the year ended December 31, 2024 , filed with the SEC on February 19, 2025.
  • Our aim is to fuel the world’s greatest breakthroughs by harnessing the power of human ingenuity.
  • From research and learning to commercialization, we offer intelligence solutions, workflow solutions, and tech-enabled services to 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. • Intelligence solutions.
  • Continuously enriched, up-to-date knowledge assets, combining expert-curated data, structured taxonomies, and analytical models that transform complex information into actionable insights powered by a unique combination of AI-enabled software and human expertise. • Workflow solutions.
  • Automated, flexible software tools complemented by our enriched data sets and expert analysis tailored to meet specific needs. • Tech-enabled services.
  • Organic revenue growth We define organic revenue as r evenue generated from pricing, up-selling, securing new customers, sales of new or enhanced products, and similar activities.
  • Organic revenues exclude revenues from acquisitions and disposals (including divestitures) completed within the past 12 months and the impact from changes in foreign currency exchange rates (“FX”).
  • We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer needs.
  • Annualized contract value Our 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 CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations evaluation of underlying sales execution and customer engagement trends.
  • 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, divestitures and disposals, and changes in FX.
  • Our organic ACV grew 1.8% in 2025, compared to 2024, primarily driven by improved product pricing.
  • Our total ACV for 2025, compared to 2024, declined 1.0% primarily due to the wind-down of certain product groups beginning in the first quarter of 2025.
  • The impact of upgrades, new subscriptions, and improved product pricing is reflected in ACV, but not in annual renewal rates.
  • Our annual renewal rate for the years ended December 31, 2025 and 2024 was 92.5% and 91.9% , respectively.
  • Free cash flow 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.
  • We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances, and we review CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations these estimates on an ongoing basis.
  • Goodwill and Indefinite-Lived Intangible Assets Goodwill We perform goodwill impairment testing during the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that carrying value may not be recoverable.
  • Between 2023 and 2025, we have performed the following goodwill impairment assessments, with the associated results of each assessment: Q4-23 (1) Q2-24 (2) Q4-24 (2) Q4-25 Type of assessment Quantitative, annual Quantitative, interim Quantitative, annual Quantitative, annual Goodwill impairment: A&G $ — $ — $ — $ — IP (582.2) — — — LS&H (265.5) (302.8) (149.1) — Total $ (847.7) $ (302.8) $ (149.1) $ — (1) The impairment was primarily due to worsening macroeconomic and market conditions and sustained declines in our share price.
  • In each assessment, we compared the estimated fair value to the carrying value for the A&G and LS&H reporting units (the IP reporting unit was fully impaired in 2023).
  • Based on these assessments, in 2023 and 2024, we concluded that the estimated fair value of the A&G reporting unit was still substantially in excess of its carrying value, while the LS&H reporting unit fair value was below its carrying value, resulting in the goodwill impairment charges shown in the table above.
  • In our 2025 quantitative assessment, we determined that the A&G reporting unit fair value was approximately 12% in excess of its carrying value and the LS&H reporting unit fair value was approximately 8% in excess of its carrying value; therefore, no impairment charge was required for 2025.
  • In completing our goodwill assessment in the fourth quarter of 2025, we used weighted average cost of capital (“WACC”) discount rate assumptions of 12% and 10% for the A&G and LS&H reporting units, respectively.
  • We used discount rates we believe to be commensurate with the risks and uncertainty CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations inherent in the respective reporting units and in our internally developed forecasts.
  • A 50 basis point increase in the discount rate would have resulted in the fair values of the A&G and LS&H reporting units being approximately 7% in excess of and approximately equal to their carrying values, respectively.
  • If our share price and market capitalization continues to decline, other adverse developments in economic or market conditions occur, or our actual results fall short of our projections or estimates, the estimated fair values of our reporting units may fall below their carrying values, triggering future impairment charges.
  • In 2025 , 2024 , and 2023 , we used a qualitative assessment to evaluate events and circumstances that might impact the value of each trade name.
  • We did not identify any impairments of our indefinite-lived intangible assets in 2025 , 2024 , or 2023 .
  • Long-Lived Assets (including Other Intangible Assets) We evaluate long-lived assets, including property and equipment, definite-lived intangible assets, and right-of-use lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
  • Share-Based Compensation Share-based compensation expense includes cost associated with restricted share units (“RSUs”) and performance share units (“PSUs”) granted to certain key members of management.
  • CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Year Ended December 31, Change 2025 2024 $ % Revenues $ 2,455.2 $ 2,556.7 (101.5) (4)% Operating expenses: Cost of revenues 833.6 869.2 (35.6) (4)% Selling, general and administrative costs 708.6 727.6 (19.0) (3)% Depreciation and amortization 757.2 727.0 30.2 4% Goodwill and intangible asset impairments 15.0 540.7 (525.7) (97)% Restructuring and other impairments 50.7 19.6 31.1 N/M Other operating expense (income), net 18.6 (51.8) 70.4 N/M Total operating expenses 2,383.7 2,832.3 Income (loss) from operations 71.5 (275.6) Fair value adjustment of warrants — (5.2) 5.2 N/M Interest expense, net 265.4 283.4 (18.0) (6)% Income (loss) before income taxes (193.9) (553.8) Provision (benefit) for income taxes 7.2 82.9 (75.7) (91)% Net income (loss) (201.1) (636.7) Dividends on preferred shares — 31.3 (31.3) N/M Net income (loss) attributable to ordinary shares $ (201.1) $ (668.0) N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful.
  • As discussed below and in the notes to the financial statements, 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: • In December 2024, the 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 . • In November 2024, we completed the sale of the ScholarOne product group within our A&G segment. • In the second and fourth quarters of 2024 , we recognized substantial goodwill impairments. • In April 2024, we completed the sale of our Valipat product group within our IP segment.
  • Revenues The following tables present our revenues by type, segment, and geography, as well as the components driving the changes between periods.
  • Revenues by transaction type Year Ended December 31, Change % of Change 2025 2024 $ % Acquisitions Disposals FX Organic Subscription $ 1,605.5 $ 1,626.8 $ (21.3) (1.3) % 0.1 % (2.7) % 0.5 % 0.8 % Re-occurring 434.2 429.8 4.4 1.0 % — % — % 1.4 % (0.4) % Recurring revenues 2,039.7 2,056.6 (16.9) (0.8) % 0.1 % (2.2) % 0.7 % 0.6 % Transactional 415.5 500.1 (84.6) (16.9) % 0.1 % (12.6) % 0.4 % (4.8) % Revenues $ 2,455.2 $ 2,556.7 $ (101.5) (4.0) % 0.1 % (4.7) % 0.7 % (0.1) % Subscription organic growth was driven by new sales and improved retention and pricing, with the disposals decrease primarily attributable to the ScholarOne divestiture and product group wind-downs within LS&H .
  • Re-occurring revenues increased primarily due to FX translation gains.
  • The transactional organic decline was primarily due to lower IP activity, while the disposal decrease was primarily due to the product group wind-downs in A&G and LS&H, as well as the Valipat divestiture .
  • CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations Revenues by segment Year Ended December 31, Change % of Change 2025 2024 $ % Acquisitions Disposals FX Organic A&G $ 1,266.0 $ 1,326.4 $ (60.4) (4.6) % — % (6.7) % 0.5 % 1.6 % IP 799.4 811.4 (12.0) (1.5) % 0.1 % (1.0) % 1.3 % (1.9) % LS&H 389.8 418.9 (29.1) (6.9) % 0.2 % (6.0) % 0.3 % (1.4) % Revenues $ 2,455.2 $ 2,556.7 $ (101.5) (4.0) % 0.1 % (4.7) % 0.7 % (0.1) % A&G segment revenues decreased primarily due to the product group wind-downs and ScholarOne divestiture, partially offset by subscription organic growth driven by new sales and improved retention and pricing.
  • IP segment revenues decreased primarily due to lower transactional volumes and subscription retention, as well as the Valipat divestiture.

and 271 more.

Gone since FY2024

  • The following section generally discusses the years ended December 31, 2024 and 2023 financial results and year-to-year analysis between these years.
  • Discussions related to the year ended December 31, 2022 financial results and year-to-year analysis between the years ended December 31, 2023 and 2022 that are not included in this annual report can be found under Item 7.
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.
  • 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: • Enriched data.
  • Curated, up-to-date content collections validated by skilled data scientists and domain experts with real-world experience. • Insights & analytics.
  • Predictive analytics powered by a unique combination of AI-enabled software paired with human insights, developed and interpreted by PhD level experts. • Workflow solutions.
  • Automated, flexible software tools complemented by our enriched data sets and expert analysis tailored to meet specific needs. • Expert services.
  • Organic revenue growth We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer needs.
  • We define the components of revenue growth as follows: CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) • 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. • Acquisitions.
  • Revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition. • 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. • Foreign Currency (“FX”).
  • The difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates.
  • Annualized contract value 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.
  • 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.
  • 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 impact of upgrades, new subscriptions, and product price increases is reflected in ACV, but not in annual renewal rates.
  • Our annual renewal rate for the years ended December 31, 2024 and 2023 was 92% and 92%, respectively.
  • Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, restructuring expenses, impairments, the impact of certain non-cash fair value adjustments on financial instruments, 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.
  • CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) Free cash flow 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.
  • We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances, and we review these estimates on an ongoing basis.
  • Business Combinations We apply the acquisition method of accounting to our business combinations.
  • Substantially all of the assets acquired, liabilities assumed, and contingent consideration are allocated based on their estimated fair values, which requires significant management judgment.
  • Our estimates of fair value are based upon assumptions we believe are reasonable, but which are inherently uncertain and unpredictable.
  • We estimate the fair value of customer relationship intangible assets through a discounted cash flow (“DCF”) model using the multi-period excess earnings method, which involves the use of significant estimates and assumptions related to projected revenue growth rates, EBITDA margins, projected cash flows, royalty rates, tax rates, discount rates, tax amortization benefits, and customer attrition rates, among other items.
  • We estimate the fair value of technology, databases, and trade name intangible assets through a DCF model using the relief-from-royalty method, which involves the use of significant estimates and assumptions related to projected revenue growth rates, royalty rates, tax rates, discount rates, tax amortization benefits, and obsolescence rates.
  • Significant estimates and assumptions used in determining the fair value of intangible assets may change during the finalization of the purchase price allocation as additional information about assets at the date of acquisition becomes available; as a result, we may make adjustments to the initial provisional amounts recorded for intangible assets acquired in the year following acquisition.
  • When a business combination involves contingent consideration, we record a liability for the estimated cost of such contingencies when expenditures are probable and reasonably estimable.
  • A significant amount of judgment is required to estimate and quantify the potential liability in these matters.
  • We engage outside experts as deemed necessary or appropriate to assist in the calculation of the liability; however, management is responsible for evaluating the estimate.
  • We reassess the estimated fair value of the contingent consideration at the end of each quarter and record any changes in value as necessary.
  • CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions or as otherwise noted) Goodwill and Indefinite-Lived Intangible Assets Goodwill We perform goodwill impairment testing during the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that carrying value may not be recoverable.
  • Between 2022 and 2024, we have performed the following goodwill impairment assessments, with the associated results of each assessment: Q3-22 (1) Q4-22 Q4-23 (1) Q2-24 (2) Q4-24 (2) Type of assessment Quantitative, interim Qualitative, annual Quantitative, annual Quantitative, interim Quantitative, annual Goodwill impairment: A&G $ (1,745.8) $ — $ — $ — $ — IP (2,662.1) — (582.2) — — LS&H — — (265.5) (302.8) (149.1) Total $ (4,407.9) $ — $ (847.7) $ (302.8) $ (149.1) (1) The impairments were primarily due to worsening macroeconomic and market conditions and sustained declines in our share price.
  • Consistent with all of our quantitative goodwill impairment assessments, we used a DCF model in our interim and annual 2024 assessments to estimate the fair value of our segment reporting units.
  • We then compared the estimated fair value to the carrying value for both of the reporting units carrying a goodwill balance (our IP reporting unit was previously fully impaired in 2023).
  • Based on these assessments, while the estimated fair value decreased for all reporting units, we concluded that the estimated fair value of the A&G reporting unit was still substantially in excess of its carrying value.

and 297 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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