Clarivate Reports Third Quarter 2020 Results

LONDON, Oct. 29, 2020 /PRNewswire/ -- Clarivate Plc (NYSE: CCC) (the "Company" or "Clarivate"), a global leader in providing trusted information and insights to accelerate the pace of innovation, today reported results for the third quarter ended September 30, 2020.

Third Quarter 2020 Financial Highlights

    --  Revenues of $284.4 million increased 17.0% on a reported basis and up
        15.2% at constant currency((1))
    --  Adjusted revenues((1)) of $286.5 million increased 17.9% on a reported
        basis and excluding divested businesses increased 21.6% at constant
        currency((1))
    --  Net loss of $37.2 million or $(0.10) per diluted share and adjusted net
        income((1)) of $58.5 million or $0.14 per diluted share
    --  Adjusted EBITDA((1)) of $108.2 million increased 40.5%
    --  Total cash and cash equivalents of $601.1 million increased $524.9
        million

Selected Financial Information

The results for the three and nine months ended September 30, 2020 includes contribution from the acquisition of Decision Resources Group ("DRG"), which was completed at the end of February 2020, and Darts-ip, which was completed in November 2019, for which there were no comparable amounts in the prior year period. The current year periods exclude the results of the MarkMonitor Brand Protection, Antipiracy, and Antifraud products, which were divested on January 1, 2020.


                                                    Three Months           
       
     Change                                Nine Months                   Change
                                      Ended September                                           Ended September
                                                     30,                                                 30,



                (in millions,
                 except
                 percentages and
                 per share data)   2020                 2019           
     
       $                %        2020                     2019 
      
              $        %


     Revenues, net                284.4                          243.0                     41.4                    17.0                        798.5                719.3           79.2          11.0
                                                                                                                   %                                                                          %


     Adjusted revenues,           286.5                          243.1                     43.4                    17.9                        805.9                719.7           86.2          12.0
      net(1)                                                                                                       %                                                                          %


     Annual Contract              860.9                          788.7                     72.2                     9.2                        860.9                788.7           72.2           9.2
      Value (ACV)                                                                                                  %                                                                          %




     Net income (loss)           (37.2)                          10.8                   (48.0)                (444.4)                     (112.7)             (126.2)          13.5          10.7
                                                                                                                   %                                                                          %


     Net income (loss)           (0.10)                          0.04                   (0.14)                (350.0)                      (0.31)              (0.48)          0.17          35.4
      per share                                                                                                    %                                                                          %


     Weighted-average
      shares                                                                                                       %                                                                          %
      outstanding
      (diluted)                   387.8                          328.9                                            17.9                        369.0                262.9                        40.4


     Adjusted EBITDA(1)           108.2                           77.0                     31.2                    40.5                        286.6                209.5           77.1          36.8
                                                                                                                   %                                                                          %


     Adjusted net                  58.5                           47.5                     11.0                    23.2                        153.5                100.6           52.9          52.6
      income(1)                                                                                                    %                                                                          %


     Adjusted diluted              0.14                           0.14                                                   
            %           0.39                 0.37           0.02           5.4
      EPS(1)                                                                                                                                                                                  %


     Weighted average
      ordinary shares                                                                                              %                                                                          %
      (diluted)(2)                407.6                          328.9                                            23.9                        390.5                274.4                        42.3


     Net cash provided
      by operating                                                                                                                                                                            %
      activities                    N/A                 N/A                                                            
            %          128.0                112.5           15.5          13.8


     Free cash flow(1)              N/A                 N/A                                                        
            %           49.4                 68.8         (19.4)         28.2
                                                                                                                                                                                              %


     Adjusted free cash             N/A                 N/A                                                        
            %          128.5                 66.9           61.6          92.1
      flow(1)                                                                                                                                                                                 %



               (Amounts in tables may not sum due to rounding)





              (1)              Non-GAAP measure. Please see
                                  "Reconciliation to Certain Non-GAAP
                                  measures" in this earnings release
                                  for important disclosures and
                                  reconciliations of these financial
                                  measures to the most directly
                                  comparable GAAP measure. These terms
                                  are defined elsewhere in this
                                  earnings press release.





              (2)              Calculated assuming a net income
                                  position compared to a net loss
                                  position on the statement of
                                  operations for calculating Adjusted
                                  net income and Adjusted diluted EPS.

"I am pleased with our improved third quarter results including organic subscription revenue growth as demand for our products remains strong," said Jerre Stead, Executive Chairman and CEO of Clarivate. "With the acquisition of CPA Global now completed, we have swiftly shifted to integration activities and will begin to realize the many strategic and financial benefits of this transaction. My colleagues have done an exceptional job working through the current global pandemic and we look forward to updating you at our upcoming Virtual Investor Day on November 10th."

Third Quarter 2020 Operating Results

Revenues, net, for the third quarter of 2020 increased $41.4 million, or 17.0%, to $284.4 million, compared to the prior-year period. Adjusted revenues, net, which excludes the impact of deferred revenues resulting from purchase accounting adjustments primarily related to acquisitions, increased $43.4 million or 17.9%, to $286.5 million, compared to the third quarter of 2019.

Subscription revenues for the third quarter of 2020 increased $21.3 million, or 10.6%, to $222.1 million, compared to the prior-year period, primarily driven by the acquisitions of Darts-ip and DRG in February 2020, partially offset by the MarkMonitor divested products. Excluding the impact of acquisitions and divestitures, organic subscription revenues increased $7.1 million, or 3.5% on a constant currency basis, compared to the third quarter of 2019, primarily due to new business and price increases.

Transactional revenues for the third quarter of 2020 increased $22.1 million, or 52.4%, to $64.4 million, compared to the prior-year period, primarily driven by acquisitions. Excluding the impact of acquisitions and divestitures, organic transactional revenues decreased $6.8 million, or 16.2% on a constant currency basis, compared to the third quarter of 2019, due to an overall decrease in demand primarily driven by economic conditions resulting from the COVID-19 pandemic.

Net loss for the third quarter of 2020 was $37.2 million, or ($0.10) per share, compared to Net Income of $10.8 million, or $0.04 per share, in the prior-year period. The year-over-year decline is primarily due to higher amortization and transaction related expenses as a result of acquisitions in the current year period. Additionally, the third quarter of 2019 included proceeds of $39.4 million from a legal settlement, for which there was no comparable amount in the current year period.

Adjusted EBITDA for the third quarter of 2020 increased by 40.5% to $108.2 million, compared to the prior-year period, driven by higher revenues and ongoing cost savings initiatives.

Adjusted net income for the third quarter of 2020 increased by 23.2% to $58.5 million, compared to the prior year period, driven by higher revenues and ongoing cost savings initiatives. Adjusted diluted earnings per share was $0.14 for the third quarter of 2020, compared to $0.14 in the prior-year period. The third quarter of 2020 diluted earnings per share was negatively impacted by an increase of 78.7 million or 23.9%, in the diluted weighted average ordinary shares outstanding, primarily due to the issuance of ordinary shares in conjunction with the acquisition of DRG and the exercise of public warrants during the first quarter of 2020.

Balance Sheet and Cash Flow

At September 30, 2020 cash and cash equivalents of $601.1 million increased $524.9 million, compared to December 31, 2019. The increase was primarily due to proceeds of $304.0 million from the sale of ordinary shares of Clarivate in June 2020 and $277.5 million received from the voluntary exercise of 24.1 million warrants in exchange for ordinary shares of Clarivate during the first quarter of 2020, as well as contributions from operational cash flows.

The Company's total debt outstanding at September 30, 2020 was $1,950.6 million, an increase of $285.6 million compared to December 31, 2019 due to a term loan of $360.0 million incurred during the first quarter of 2020 with net proceeds used to fund a portion of the DRG acquisition, offset by a $65.0 million repayment of the revolver in full. Net debt, or debt minus unrestricted cash and cash equivalents, at September 30, 2020 was $1,349.5 million, compared to $1,588.9 million as of December 31, 2019.

Net cash provided by operating activities was $128.0 million for the nine months ended September 30, 2020, compared to net cash provided by operating activities of $112.5 million for the prior year period. Adjusted free cash flow for the nine months ended September 30, 2020 was $128.5 million, an increase of $61.6 million, compared to the prior year period, as a result of growth in revenues and operational efficiencies, partially offset by higher capital expenditures resulting from an acceleration of product development and the addition of DRG. Additionally, the third quarter of 2019 included the adjustment for proceeds of $45.3 million from a legal settlement, for which there was no comparable amount in the current year period.

Updated Outlook for 2020 (forward-looking statement)

The full year 2020 outlook presented below includes the fourth quarter of 2020 outlook for the acquisition of CPA Global, which was completed on October 1, 2020, and assumes no further currency movements, acquisitions, divestitures, or unanticipated events. Clarivate will provide its full year 2021 outlook reflecting the acquisition of CPA Global at its Investor Day, which will be held on November 10, 2020.

The below outlook includes Non-GAAP measures. Please see "Reconciliation to Certain Non-GAAP measures" presented below for important disclosure and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings press release.


              
              
              2020 outlook including fourth
              quarter of CPA Global



     Adjusted
     Revenues                                         
              $1.28B to $1.295B


     Adjusted
     EBITDA                                              
              $480M to $495M


     Adjusted
     EBITDA
     margin                                                             37% to 38%


     Adjusted
     diluted
     EPS                                                 
              $0.55 to $0.61


     Adjusted
     Free
     Cash
     Flow                                                
              $240M to $260M

Adjusted diluted EPS for 2020 is calculated based on approximately 453.3 million fully diluted weighted average shares outstanding. In connection with the closing of the CPA Global transaction, former CPA Global shareholders received approximately 218 million Clarivate ordinary shares on October 1. The 453.3 million fully diluted weighted average shares outstanding includes the fourth quarter weighted average of the approximately 218 million shares issued in the full year share calculation.

Conference Call and Webcast

Clarivate will host a conference call and webcast today to review the results for the second quarter at 8:00 a.m. Eastern Time. The conference call will be simultaneously webcast on the Investor Relations section of the company's website.

Interested parties may access the live audio broadcast by dialing 1-888-317-6003 in the United States, 1-412-317-6061 for international, and 1-866-284-3684 in Canada. The conference ID number is 9584356. An audio replay will be available approximately two hours after the completion of the call at 1-877-344-7529 in the United States, 1-412-317-0088 for international, and 1-855-669-9658 in Canada. The Replay Conference ID number is 10139889. The recording will be available for replay through November 10, 2020. The webcast can be accessed at https://services.choruscall.com/links/ccc201105.html and will be available for replay.

Investor Day Conference on November 10, 2020

Clarivate will host a Virtual Investor Day Conference on Tuesday, November 10, 2020. Management will provide an update on the business, with presentations starting at 10:00 AM Eastern Time and concluding at approximately 1:00 PM Eastern Time.

All are invited to listen to the event and view the presentation via webcast on the Clarivate Investor Relations website at http://ir.clarivate.com/. To join the webcast please visit http://bit.ly/ClarivateInvestorDay2020. A replay will also be available as a webcast on the investor relations section of the Company's website.

Use of Non-GAAP Financial Measures

Non-GAAP results are not presentations made 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 Revenues, EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free Cash Flow, and Standalone Adjusted EBITDA and net debt 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 contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like "aim," "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "goal," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "see," "seek," "should," "strategy," "strive," "target," "will," and "would" and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including our acquisition of CPA Global, the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficiently liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the COVID-19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management's current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are more fully discussed under the caption "Risk Factors" in our 2019 Annual Report on Form 10-K, in Part II, Item 1A of our quarterly reports on Form 10-Q for the periods ended March 31, 2020 and June 30, 2020, and in our current report on Form 8-K filed on June 19, 2020, along with our other filings with the U.S. Securities and Exchange Commission ("SEC"). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.

About Clarivate

Clarivate(TM) is a global leader in providing solutions to accelerate the lifecycle of innovation. Our bold mission is to help customers solve some of the world's most complex problems by providing actionable information and insights that reduce the time from new ideas to life-changing inventions. Covering scientific and academic research, pharmaceutical, biotech and healthcare intelligence and intellectual property services, we help customers discover, protect and commercialize their inventions using our trusted subscription and technology-based solutions coupled with deep domain expertise. For more information, please visit clarivate.com.


                                                      
           Condensed Consolidated Balance Sheets (unaudited)


                                                                    
              (in thousands)




                                                                                      September 30,                                  December 31,
                                                                                               2020                           2019

                                                                                                                              ---




     
                Assets



     Current assets:



     Cash and cash equivalents                                                                         $
            601,075                           $
        76,130



     Restricted cash                                                                           567                                9


      Accounts receivable, net of allowance for
       doubtful accounts of $9,744 and $16,511
       at September 30, 2020 and December 31,
       2019, respectively                                                                   238,638                          333,858



     Prepaid expenses                                                                       49,240                           40,710



     Other current assets                                                                   18,672                           11,750



     Assets held for sale                                                                   36,059                           30,619




     Total current assets                                                                  944,251                          493,076


      Computer hardware and other property, net                                              23,618                           18,042



     Other intangible assets, net                                                        2,217,227                        1,828,640



     Goodwill                                                                            1,818,354                        1,328,045



     Other non-current assets                                                               21,836                           18,632



     Deferred income taxes                                                                  25,520                           19,488


      Operating lease right-of-use assets                                                    99,908                           85,448




     
                Total Assets                                                                       $
            5,150,714                        $
        3,791,371






     
                Liabilities and Shareholders' Equity



     Current liabilities:



     Accounts payable                                                                                   $
            19,898                           $
        26,458


      Accrued expenses and other current
       liabilities                                                                          253,341                          159,217


      Current portion of deferred revenues                                                  326,098                          407,325


      Current portion of operating lease
       liabilities                                                                           25,691                           22,130


      Current portion of long-term debt                                                      12,600                            9,000



     Liabilities held for sale                                                              25,048                           26,868




     Total current liabilities                                                             662,676                          650,998



     Long-term debt                                                                      1,910,993                        1,628,611


      Non-current portion of deferred revenues                                               24,080                           19,723



     Other non-current liabilities                                                          19,990                           18,891



     Deferred income taxes                                                                  95,527                           48,547



     Operating lease liabilities                                                            79,147                           64,189




     Total liabilities                                                                   2,792,413                        2,430,959




     Commitments and Contingencies



     Shareholders' equity:


      Ordinary Shares, no par value; unlimited
       shares authorized at September 30, 2020
       and December 31, 2019; 389,220,967 and
       306,874,115 shares issued and outstanding
       at September 30, 2020 and December 31,
       2019, respectively                                                                 3,328,776                        2,208,529


      Accumulated other comprehensive loss                                                  (5,193)                         (4,879)



     Accumulated deficit                                                                 (965,282)                       (843,238)




     Total shareholders' equity                                                          2,358,301                        1,360,412



                   Total Liabilities and Shareholders' Equity                                         $
            5,150,714                        $
        3,791,371


                        
              Condensed Consolidated Statement of Operations (unaudited)


                             
              (in thousands, except share and per share data)




                                                                 Three Months Ended September 30,



                                                2020                                          2019

                                                                                              ---


     Revenues, net                                     $
              284,360                          $
       242,998





     Operating costs and expenses:


      Cost of revenues, excluding
       depreciation and
       amortization                         (91,805)                                       (87,117)


      Selling, general and
       administrative costs,
       excluding depreciation and
       amortization                         (91,319)                                       (96,017)


      Share-based compensation
       expense                               (6,796)                                        (9,567)



     Depreciation                           (2,918)                                        (2,281)



     Amortization                          (65,696)                                       (41,656)


      Transaction expenses                  (34,938)                                        (8,645)


      Transition, integration and
       other related expenses                  (222)                                        (3,327)


      Restructuring and
       impairment                            (3,192)



     Legal settlement                             -                                         39,399


      Other operating income
       (expense), net                          (138)                                          2,057


      Total operating expenses             (297,024)                                      (207,154)



      Income (loss) from
       operations                           (12,664)                                         35,844



     Interest expense                      (20,244)                                       (23,369)



      Income (loss) before income
       tax                                  (32,908)                                         12,475


      Provision for income taxes             (4,325)                                        (1,644)


      Net income (loss)                                $
              (37,233)                          $
       10,831




     Per Share



     Basic                                              $
              (0.10)                            $
       0.04



     Diluted                                            $
              (0.10)                            $
       0.03


      Weighted-average shares outstanding



     Basic                              387,845,438                                     305,428,062



     Diluted                            387,845,438                                     328,854,063


                          
              Condensed Consolidated Statement of Operations (unaudited)


                               
              (in thousands, except share and per share data)




                                                                 Nine Months Ended September 30,



                                                2020                                           2019

                                                                                               ---


     Revenues, net                                      $
              798,452                             $
        719,332





     Operating costs and expenses:


      Cost of revenues, excluding
       depreciation and
       amortization                        (265,063)                                       (264,013)


      Selling, general and
       administrative costs,
       excluding depreciation and
       amortization                        (266,749)                                       (280,766)


      Share-based compensation
       expense                              (31,121)                                        (46,675)



     Depreciation                           (8,151)                                         (6,463)



     Amortization                         (168,049)                                       (138,694)


      Transaction expenses                  (70,154)                                        (42,073)


      Transition, integration and
       other related expenses                (3,774)                                         (9,750)


      Restructuring and
       impairment                           (26,792)



     Legal settlement                             -                                          39,399


      Other operating income, net             14,675                                            3,047


      Total operating expenses             (825,178)                                       (745,988)



      Loss from operations                  (26,726)                                        (26,656)



     Interest expense                      (72,306)                                        (93,938)



      Loss before income tax                (99,032)                                       (120,594)


      Provision for income taxes            (13,693)                                         (5,596)



     Net loss                                         $
              (112,725)                          $
        (126,190)




     Per Share:


      Basic and diluted                                   $
              (0.31)                             $
        (0.48)


      Weighted-average shares outstanding


      Basic and diluted                  369,019,802                                      262,894,388


                                    
              Consolidated Statements of Cash Flows (unaudited)


                                                      
              (in thousands)




                                                                        Nine Months Ended September 30,



                                                      2020                                         2019




     CASH FLOWS FROM OPERATING ACTIVITIES



     Net loss                                               $
              (112,725)                        $
     (126,190)


      Adjustments to reconcile net loss to net cash
       provided by operating activities:


      Depreciation and amortization                176,200                                        145,157


      Allowance for doubtful accounts
       and credit losses expense                     1,830                                          1,869


      Gain on disposal of business                 (1,052)


      Deferred income tax benefit                  (7,420)                                       (8,222)


      Share-based compensation                      26,344                                         46,675


      Restructuring and impairment                   4,880


      Gain on foreign currency forward
       contracts                                   (2,903)


      Mark to market loss on DRG
       contingent shares                            30,839


      Deferred finance charges                       3,140                                         14,678


      Other operating activities                   (3,902)                                       (1,708)


      Changes in operating assets and liabilities:



     Accounts receivable                          129,398                                         99,470



     Prepaid expenses                            (13,335)                                       (3,010)



     Other assets                                  62,818                                          7,977



     Accounts payable                             (8,394)                                       (9,662)


      Accrued expenses and other current
       liabilities                                (65,062)                                         3,388



     Deferred revenue                            (93,926)                                      (51,100)


      Operating lease right of use
       assets                                        5,826                                          9,438


      Operating lease liabilities                  (6,611)                                       (9,934)



     Other liabilities                              2,077                                        (6,338)


      Net cash provided by operating
       activities                                  128,022                                        112,488






     CASH FLOWS FROM INVESTING ACTIVITIES



     Capital expenditures                        (78,597)                                      (43,681)


      Acquisitions, net of cash acquired         (885,323)


      Proceeds from sale of product
       line, net of restricted cash                  3,751


      Acquisition of intangible assets             (5,982)                                       (2,625)


      Net cash used in investing
       activities                                (966,151)                                      (46,306)






     CASH FLOWS FROM FINANCING ACTIVITIES


      Repayment of principal on long-
       term debt                                   (9,450)                                     (641,508)


      Repayments of revolving credit
       facility                                   (65,000)                                      (50,000)


      Proceeds from revolving credit
       facility                                          -                                         5,000


      Proceeds from reverse
       recapitalization                                  -                                       682,087


      Contingent purchase price payment            (4,115)


      Payment of debt issuance costs               (5,267)


      Proceeds from issuance of debt               360,000


      Proceeds from issuance of ordinary
       shares                                      843,752


      Proceeds from warrant exercises              277,526


      Proceeds from stock options
       exercised                                     1,307                                            278


      Payments related to tax
       withholding for stock-based
       compensation                               (28,674)


      Net cash provided by (used in)
       financing activities                      1,370,079                                        (4,143)



      Effect of exchange rate changes on
       cash and cash equivalents, and
       restricted cash                             (6,447)                                         1,198


      Net increase in cash and cash
       equivalents, and restricted cash            525,503                                         63,237


                             
              Consolidated Statements of Cash Flows (unaudited)

                                              
              (in thousands)





     Beginning of period:


      Cash and cash equivalents                 76,130                                   25,575



     Restricted cash                                9                                        9



      Total cash and cash
       equivalents, and restricted
       cash, beginning of period                76,139                                   25,584


      Cash and cash equivalents,
       and restricted cash, end of
       period                                  601,642                                   88,821






      Cash and cash equivalents                601,075                                   88,812



     Restricted cash                              567                                        9



      Total cash and cash
       equivalents, and restricted
       cash, end of period                               $
              601,642                      $
        88,821





      SUPPLEMENTAL CASH FLOW INFORMATION


      Cash paid for interest                              $
              61,796                      $
        69,711


      Cash paid for income tax                            $
              20,147                      $
        21,128


      Capital expenditures
       included in accounts
       payable                                               $
              922                       $
        9,759


      Tax receivable agreement
       included in liabilities            
              $                                          $
        264,600


      Assets received as reverse
       recapitalization capital           
              $                                            $
        1,877


      Liabilities assumed as
       reduction of reverse
       recapitalization capital           
              $                                            $
        5,910

Reconciliation to Certain Non-GAAP Measures

(Amounts in tables may not sum due to rounding)

Adjusted Revenues

Adjusted Revenues excludes the impact of the deferred revenues purchase accounting adjustment (primarily recorded in connection with recent acquisitions).

The following table presents our calculation of Adjusted Revenues for the three and nine months ended September 30, 2020 and 2019 and a reconciliation of this measure to our Revenues, net for the same periods:


                                Three Months Ended September
                                          30,                             Variance



     (in millions,
      except
      percentages)      2020                      2019       
       
        $            %



     Revenues, net           $
     284.4                          $
      243.0             $
     41.4 17.0

                                                                                             %


     Deferred revenues
      adjustment(1)      2.1                         0.1                 2.0              NM



     Adjusted revenues,      $
     286.5                          $
      243.1             $
     43.4 17.9
      net
                                                                                             %




              (1)              Reflects the deferred revenues
                                  adjustment made as a result
                                  of purchase accounting.


                                Nine Months Ended September
                                          30,                            Variance



     (in millions,
      except
      percentages)      2020                      2019      
       
        $            %



     Revenues, net           $
     798.5                         $
      719.3             $
     79.2 11.0

                                                                                            %


     Deferred revenues
      adjustment(1)      7.4                         0.4                7.0              NM



     Adjusted revenues,      $
     805.9                         $
      719.7             $
     86.2 12.0
      net
                                                                                            %




              (1)              Reflects the deferred revenues
                                  adjustment made as a result
                                  of purchase accounting.

Adjusted EBITDA

Adjusted EBITDA is calculated using net (loss) income before provision for income taxes, depreciation and amortization and interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income), share-based compensation, unrealized foreign currency gains/(losses), transition services agreement costs entered into with Thomson Reuters in 2016 ("Transition Services Agreement"), separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance, and certain unusual items impacting results in a particular period.

The following table presents our calculation of Adjusted EBITDA for the three and nine months ended September 30, 2020 and 2019 and reconciles these measures to our Net loss for the same periods:


                                               Three Months Ended September 30,                Nine Months Ended September 30,



      (in millions)                   2020                      2019            2020                2019



                   Net income (loss)       $
       (37.2)                               $
      10.8                                  $
        (112.7)   $
        (126.2)


      Provision for income
       taxes                           4.3                                 1.6                     13.7                                    5.6


      Depreciation and
       amortization                   68.6                                43.9                    176.2                                  145.2


      Interest, net                   20.3                                23.4                     72.3                                   93.9


      Transition services
       agreement costs(1)            (0.1)                                2.7                      0.6                                   10.5


      Transition,
       transformation and
       integration
       expense(2)                      0.2                                11.5                      3.8                                   25.3


      Deferred revenues
       adjustment(3)                   2.1                                 0.1                      7.4                                    0.4


      Transaction related
       costs(4)                       34.9                                 8.6                     70.2                                   42.1


      Share-based
       compensation
       expense                         6.8                                 9.6                     31.1                                   46.7


      Restructuring(5)                 3.2                                                        26.8


      Legal settlement                                                 (39.4)                                                        (39.4)



     Other (6)                        5.1                                 4.2                    (2.8)                                   5.5



      Adjusted EBITDA                       $
       108.2                                $
      77.0                                    $
        286.6     $
         209.6



      Adjusted EBITDA                 37.8                                31.7                     35.6                                   29.1
       Margin                            %                                  %                       %                                     %




              (1)              In 2020, this is related to a new
                                  transition services agreement and
                                  offset by the reverse transition
                                  services agreement from the sale of
                                  MarkMonitor assets. In 2019, this
                                  includes payments to Thomson Reuters
                                  under the Transition Services
                                  Agreement.





              (2)              Includes costs incurred in connection
                                  with and after our separation from
                                  Thomson Reuters in 2016 relating to
                                  the implementation of our standalone
                                  company infrastructure and related
                                  cost-savings initiatives. These
                                  costs include mainly transition
                                  consulting, technology
                                  infrastructure, personnel and
                                  severance expenses relating to our
                                  standalone company infrastructure,
                                  which are recorded in Transition,
                                  integration, and other related
                                  expenses line-item of our income
                                  statement, as well as expenses
                                  related to the restructuring and
                                  transformation of our business
                                  following our separation from
                                  Thomson Reuters in 2016, mainly
                                  related to the integration of
                                  separate business units into one
                                  functional organization and
                                  enhancements in our technology.





              (3)              Reflects the deferred revenues
                                  adjustment as a result of purchase
                                  accounting.





              (4)              Includes costs incurred to complete
                                  business combination transactions,
                                  including acquisitions, dispositions
                                  and capital market activities and
                                  include advisory, legal, and other
                                  professional and consulting costs.





              (5)              Reflects costs incurred in connection
                                  with the initiative, following our
                                  merger with Churchill Capital Corp
                                  in 2019, to streamline our
                                  operations by simplifying our
                                  organization and focusing on two
                                  product groups. This also includes
                                  restructuring related costs
                                  following the acquisition of DRG in
                                  2020.





              (6)              Includes primarily the net impact of
                                  foreign exchange gains and losses
                                  related to the re-measurement of
                                  balances and other items that do not
                                  reflect our ongoing operating
                                  performance.

Adjusted Net Income and Adjusted Diluted EPS

Adjusted Net Income is calculated using net income (loss), adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from the divested business), amortization related to acquired intangible assets, share-based compensation, unrealized foreign currency gains/(losses), Transition Services Agreement costs, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, debt extinguishment costs and refinancing related costs, non-cash income (loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance, certain unusual items impacting results in a particular period, and the income tax impact of any adjustments. We calculate Adjusted Diluted EPS by using Adjusted Net Income divided by diluted weighted average shares for the period.

The following table presents our calculation of Adjusted Net Income and Adjusted Diluted EPS for the three and nine months ended September 30, 2020 and reconciles these measures to our Net loss and EPS for the same periods:


                                                     Three Months Ended September 30,                      Three Months Ended September 30,



                                                                                             2020                                                  2019


      (in millions, except
       per share amounts)                Amount                                            Per Share Amount                                        Per Share



                   Net income (loss)            $
              (37.2)                                                                        $
              (0.10)   $
         10.8    $
       0.04


      Dilutive impact of
       potential common
       shares                                                                                          0.01                                                          (0.01)


                   Net income (loss)     (37.2)                                                      (0.09)                                             10.8           0.03


      Transition services
       agreement costs(1)                 (0.1)                                                                                                          2.7           0.01


      Transition,
       transformation and
       integration
       expense(2)                           0.2                                                                                                          11.5           0.03


      Deferred revenues
       adjustment(3)                        2.1                                                         0.01                                               0.1


      Transaction related
       costs(4)                            34.9                                                         0.08                                               8.6           0.03


      Share-based
       compensation expense                 6.8                                                         0.01                                               9.6           0.03


      Legal settlement                                                                                                                                (39.4)        (0.12)


      Amortization related
       to acquired
       intangible assets                   49.0                                                         0.12                                              37.4           0.11


      Restructuring(5)                      3.2                                                         0.01


      Debt extinguishment
       costs and refinancing
       related costs



     Other(6)                              5.1                                                         0.01                                               4.2           0.01


      Income tax impact of
       related adjustments                (5.5)                                                      (0.01)                                              2.0           0.01



                   Adjusted net income
                    and Adjusted Diluted
                    EPS                           $
              58.5                                                                           $
              0.14    $
         47.5    $
       0.14



      Weighted average
       ordinary shares
       (Diluted)                                                                      407,577,327                                           328,854,063

                                                                                             ===                                                 ===


                                                      Nine Months Ended September 30,                Nine Months Ended September 30,



                                                                                             2020                                   2019


      (in millions, except
       per share amounts)                 Amount                                           Per Share   Amount                                        Per Share



                   Net loss                      $
             (112.7)                                                 (0.31)                      (126.2)                             $
     (0.48)


      Dilutive impact of
       potential common
       shares                                                                                            0.02                                                                  0.02


                   Net loss              (112.7)                                                       (0.29)                         (126.2)                        (0.46)


      Transition services
       agreement costs(1)                    0.6                                                                                          10.5                           0.04


      Transition,
       transformation and
       integration
       expense(2)                            3.8                                                          0.01                             25.3                           0.09


      Deferred revenues
       adjustment(3)                         7.4                                                          0.02                              0.4


      Transaction related
       costs(4)                             70.2                                                          0.18                             42.1                           0.15


      Share-based
       compensation expense                 31.1                                                          0.08                             46.7                           0.17


      Legal settlement                                                                                                                 (39.4)                        (0.14)


      Amortization related
       to acquired
       intangible assets                   136.7                                                          0.35                            128.4                           0.47


      Restructuring(5)                      26.8                                                          0.07


      Debt extinguishment
       costs and refinancing
       related costs                         8.6                                                          0.02



     Other(6)                             (2.8)                                                       (0.01)                             5.5                           0.02


      Income tax impact of
       related adjustments                (16.2)                                                       (0.04)                             7.3                           0.03



                   Adjusted net income
                    and Adjusted Diluted
                    EPS                            $
             153.5                                                           $
              0.39                 100.6                          $
     0.37



      Weighted average
       ordinary shares
       (Diluted)                                                                      390,533,995                            274,448,829

                                                                                             ===                                  ===




              (1)              In 2020, this is related to a new
                                  transition services agreement and
                                  offset by the reverse transition
                                  services agreement from the sale of
                                  MarkMonitor assets. In 2019, this
                                  includes payments to Thomson Reuters
                                  under the Transition Services
                                  Agreement.





              (2)              Includes cash payments in connection
                                  with and after our separation from
                                  Thomson Reuters in 2016 relating to
                                  the implementation of our standalone
                                  company infrastructure and related
                                  cost-savings initiatives. These
                                  cash payments include mainly
                                  transition consulting, technology
                                  infrastructure, personnel and
                                  severance expenses relating to our
                                  standalone company infrastructure,
                                  which are recorded in Transition,
                                  integration, and other related
                                  expenses line-item of our income
                                  statement, as well as cash payments
                                  related to the restructuring and
                                  transformation of our business
                                  following our separation from
                                  Thomson Reuters in 2016 mainly
                                  related to the integration of
                                  separate business units into one
                                  functional organization and
                                  enhancements in our technology. This
                                  also includes cash payments
                                  following our merger with Churchill
                                  Capital Corp in 2019, to streamline
                                  our operations by simplifying our
                                  organization and focusing on two
                                  product groups.





              (3)              Reflects the deferred revenues
                                  adjustment as a result of purchase
                                  accounting.





              (4)              Includes costs incurred to complete
                                  business combination transactions,
                                  including acquisitions, dispositions
                                  and capital market activities and
                                  include advisory, legal, and other
                                  professional and consulting costs.





              (5)              Reflects costs incurred in connection
                                  with the initiative, following our
                                  merger with Churchill Capital Corp
                                  in 2019, to streamline our
                                  operations by simplifying our
                                  organization and focusing on two
                                  product groups. This also includes
                                  restructuring related costs
                                  following the acquisition of DRG in
                                  2020.





              (6)              Includes primarily the net impact of
                                  foreign exchange gains and losses
                                  related to the re-measurement of
                                  balances and other items that do not
                                  reflect our ongoing operating
                                  performance.

Free Cash Flow and Adjusted Free Cash Flow

Free cash flow is calculated using net cash provided by operating activities less capital expenditures. Adjusted free cash flow is calculated as free cash flow, less cash paid for transition services agreement, transition, transformation and integration expenses, transaction related costs and debt issuance costs offset by cash received for hedge accounting transactions. The following table reconciles our non-GAAP free cash flow measure to net cash provided by operating activities:


                                    Nine Months Ended September 30,



     (in millions)          2020                 2019



     Net cash provided by
      operating
      activities                 $
      128.0                          $
      112.5


     Capital expenditures (78.6)                        (43.7)



     Free cash flow         49.4                           68.8


     Cash paid for
      transition services
      agreement(1)         (2.2)                           6.9


     Cash paid for
      transition,
      transformation and
      integration
      expense(2)            35.9                           24.4


     Cash paid for
      transaction related
      costs(3)              39.4                           12.1


     Cash paid for debt
      issuance costs         7.7                              0


     Cash received for
      hedge accounting
      transactions         (1.7)                             0


     Cash received for
      legal settlement                                  (45.3)



     Adjusted free cash
      flow                       $
      128.5                           $
      66.9




              (1)              Includes cash payments to Thomson
                                  Reuters under the Transition
                                  Services Agreement.  These costs
                                  decreased substantially in 2019, as
                                  we were in the final stages of
                                  implementing our standalone company
                                  infrastructure. In 2019, the
                                  Transition Services Agreement cash
                                  paid is offset by cash receipts from
                                  the IPM Product Line divestiture.





              (2)              Includes cash payments in connection
                                  with and after our separation from
                                  Thomson Reuters in 2016 relating to
                                  the implementation of our standalone
                                  company infrastructure and related
                                  cost-savings initiatives. These
                                  cash payments include mainly
                                  transition consulting, technology
                                  infrastructure, personnel and
                                  severance expenses relating to our
                                  standalone company infrastructure,
                                  which are recorded in Transition,
                                  integration, and other related
                                  expenses line-item of our income
                                  statement, as well as cash payments
                                  related to the restructuring and
                                  transformation of our business
                                  following our separation from
                                  Thomson Reuters in 2016 mainly
                                  related to the integration of
                                  separate business units into one
                                  functional organization and
                                  enhancements in our technology. This
                                  also includes cash payments
                                  following our merger with Churchill
                                  Capital Corp in 2019, to streamline
                                  our operations by simplifying our
                                  organization and focusing on two
                                  product groups.





              (3)              Includes costs incurred to complete
                                  business combination transactions,
                                  including acquisitions, dispositions
                                  and capital market activities and
                                  include advisory, legal, and other
                                  professional and consulting costs.

Required Reported Data

Standalone Adjusted EBITDA

We are required to report Standalone Adjusted EBITDA, which is identical to Consolidated EBITDA and EBITDA as such terms are defined under our credit facilities, dated as of October 31, 2019 and the indenture governing our secured notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of our subsidiaries, respectively. In addition, the credit facilities and the indenture contain certain restrictive covenants that govern debt incurrence and the making of restricted payments, among other matters. These restrictive covenants utilize Standalone Adjusted EBITDA as a primary component of the compliance metric governing our ability to undertake certain actions otherwise proscribed by such covenants. Standalone Adjusted EBITDA reflects further adjustments to Adjusted EBITDA for cost savings already implemented and excess standalone costs.

Because Standalone Adjusted EBITDA is required pursuant to the terms of the reporting covenants under the credit facilities and the indenture and because this metric is relevant to lenders and noteholders, management considers Standalone Adjusted EBITDA to be relevant to the operation of its business. It is also utilized by management and the compensation committee of the Board as an input for determining incentive payments to employees.

Excess standalone costs are the difference between our actual standalone company infrastructure costs, and our estimated steady state standalone infrastructure costs. We make an adjustment for the difference because we have had to incur costs under the transition services agreement, with Thomson Reuters after we had implemented the infrastructure to replace the services provided pursuant to the transition services agreement, thereby incurring dual running costs. Furthermore, there has been a ramp up period for establishing and optimizing the necessary standalone infrastructure. Since our separation from Thomson Reuters, we have had to transition quickly to replace services provided under the transition services agreement, with optimization of the relevant standalone functions typically following thereafter. Cost savings reflect the annualized "run rate" expected cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the relevant period.

Standalone Adjusted EBITDA is calculated under the credit facilities and the indenture by using our Consolidated Net Loss for the trailing 12-month period (defined in the credit facilities and the indenture as our U.S. GAAP net income adjusted for certain items specified in the credit facilities and the indenture) adjusted for items including: taxes, interest expense, depreciation and amortization, non-cash charges, expenses related to capital markets transactions, acquisitions and dispositions, restructuring and business optimization charges and expenses, consulting and advisory fees, run-rate cost savings to be realized as a result of actions taken or to be taken in connection with an acquisition, disposition, restructuring or cost savings or similar initiatives, "run rate" expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the transition projected by us, costs related to any management or equity stock plan, other adjustments that were presented in the offering memorandum used in connection with the issuance of the secured notes due 2026 and earnout obligations incurred in connection with an acquisition or investment.

The following table bridges Net Loss to Adjusted EBITDA to Standalone Adjusted EBITDA, as Adjusted EBITDA reflects all but three of the adjustments that comprise Standalone Adjusted EBITDA for the periods presented:


                                                      Twelve Months
                                       Ended September 30,



      (in millions)                                            2020



                   Net loss                                         $
       (197.5)


      (Benefit) provision
       for income taxes                                        18.3


      Depreciation and
       amortization                                           231.6


      Interest, net                                           136.1


      Transition Services
       Agreement costs(1)                                       0.6


      Transition,
       transformation and
       integration
       expense(2)                                               2.9


      Deferred revenues
       adjustment(3)                                            7.5


      Transaction related
       costs(4)                                                74.3


      Share-based
       compensation expense                                    35.8


      Restructuring(5)                                         42.5


      Legal settlement


      Impairment on assets
       held for sale                                           18.4



     Other(6)                                                  0.6



                   Adjusted EBITDA                            371.1



      Realized foreign
       exchange gain                                          (5.7)


      DRG Adjusted EBITDA
       Impact(7)                                               26.6


      Cost savings(8)                                          36.3


      Excess standalone
       costs(9)                                                30.0



                   Standalone Adjusted
                    EBITDA                                            $
       458.3




              (1)              In 2020, this is related to a new
                                  transition services agreement and
                                  offset by the reverse transition
                                  services agreement from the sale of
                                  MarkMonitor assets. In 2019, this
                                  includes payments to Thomson Reuters
                                  under the Transition Services
                                  Agreement.





              (2)              Includes cash payments in connection
                                  with and after our separation from
                                  Thomson Reuters in 2016 relating to
                                  the implementation of our standalone
                                  company infrastructure and related
                                  cost-savings initiatives. These
                                  cash payments include mainly
                                  transition consulting, technology
                                  infrastructure, personnel and
                                  severance expenses relating to our
                                  standalone company infrastructure,
                                  which are recorded in Transition,
                                  integration, and other related
                                  expenses line-item of our income
                                  statement, as well as cash payments
                                  related to the restructuring and
                                  transformation of our business
                                  following our separation from
                                  Thomson Reuters in 2016 mainly
                                  related to the integration of
                                  separate business units into one
                                  functional organization and
                                  enhancements in our technology. This
                                  also includes cash payments
                                  following our merger with Churchill
                                  Capital Corp in 2019, to streamline
                                  our operations by simplifying our
                                  organization and focusing on two
                                  product groups.





              (3)              Reflects the deferred revenues
                                  adjustment as a result of purchase
                                  accounting.





              (4)              Includes costs incurred to complete
                                  business combination transactions,
                                  including acquisitions, dispositions
                                  and capital market activities and
                                  include advisory, legal, and other
                                  professional and consulting costs.





              (5)              Reflects costs incurred in connection
                                  with the initiative, following our
                                  merger with Churchill Capital Corp
                                  in 2019, to streamline our
                                  operations by simplifying our
                                  organization and focusing on two
                                  product groups. This also includes
                                  restructuring related costs
                                  following the acquisition of DRG in
                                  2020.





              (6)              Includes primarily the net impact of
                                  foreign exchange gains and losses
                                  related to the re-measurement of
                                  balances and other items that do not
                                  reflect our ongoing operating
                                  performance.





              (7)              Represents DRG Adjusted EBITDA for
                                  the period beginning July 1, 2019
                                  until the acquisition date of
                                  February 28, 2020 to reflect the
                                  company's Standalone EBITDA as
                                  though material acquisitions
                                  occurred at the beginning of the
                                  presented period





              (8)              Reflects the estimated annualized
                                  run-rate cost savings, net of
                                  actual cost savings realized,
                                  related to restructuring and other
                                  cost savings initiatives undertaken
                                  during the period (exclusive of any
                                  cost reductions in our estimated
                                  standalone operating costs),
                                  including synergies related to
                                  acquisitions.





              (9)              Reflects the difference between our
                                  actual standalone company
                                  infrastructure costs, and our
                                  estimated steady state standalone
                                  operating costs, which were as
                                  follows:


                                            Twelve Months Ended
                                   September 30,




     (in millions)                                        2020



      Actual standalone company
       infrastructure costs                                     $
      164.9


      Steady state standalone cost
       estimate                                         (134.9)



      Excess standalone costs                                    $
      30.0

The foregoing adjustments (8) and (9) are estimates and are not intended to represent pro forma adjustments presented within the guidance of Article 11 of Regulation S-X. Although we believe these estimates are reasonable, actual results may differ from these estimates, and any difference may be material. See "Cautionary Note Regarding Forward-Looking Statements" in the annual report.

The following tables present the amounts of our subscription and transactional revenues, including as a percentage of our total revenues, for the periods indicated, as well the drivers of the variances between periods.


                                                                                                             Variance                                            Percentage of Factors Increase/(Decrease)
                                                                                            Increase/(Decrease)


                                           Three Months                      Total                               Total               Acquisitive       Disposal               FX                           Organic
                              Ended September                       Variance                        Variance                                                    Impact
                                                     30,                          (Dollars)                          (Percentage)



     (in millions,
      except
      percentages)       2020                           2019



     Subscription               $
              222.1                                                                  $
              200.8                                                                    $
             21.3  10.6         11.7            (6.5)        1.9
      revenues                                                                                                                                                                                                           %           %                                   %
                                                                                                                                                                                                                                                     %           %     3.5


     Transactional       64.4                                  42.3                                                                               22.1                             52.4                                 67.8        (0.5)             1.3
      revenues                                                                                                                                                                     %                                     %                                       %
                                                                                                                                                                                                                                     %               %      (16.2)


     Deferred revenues  (2.1)                                (0.1)                                                                             (2.0)             
              NM                  
              NM              
        %      
        %   61.0
      adjustment(1)                                                                                                                                                                                                                                  %



     Revenues, net              $
              284.4                                                                  $
              243.0                                                                    $
             41.4  17.0         20.6            (5.5)        1.8
                                                                                                                                                                                                                         %           %                                   %
                                                                                                                                                                                                                                                     %           %     0.2



     Deferred revenues    2.1                                   0.1                                                                                2.0              
              NM                  
              NM              
       %       
       %  (61.0)
      adjustment(1)                                                                                                                                                                                                                                  %



     Adjusted revenues,         $
              286.5                                                                  $
              243.1                                                                    $
             43.4  17.9         21.5            (5.5)        1.8
      net                                                                                                                                                                                                                %           %                                   %
                                                                                                                                                                                                                                                     %           %     0.1




              (1)              Reflects the deferred revenues
                                  adjustment made as a result
                                  of purchase accounting.


                                                                                                             Variance                                            Percentage of Factors Increase/(Decrease)
                                                                                            Increase/(Decrease)


                                           Nine Months                       Total                               Total               Acquisitive       Disposal               FX                           Organic
                              Ended September                       Variance                        Variance                                                    Impact
                                                     30,                          (Dollars)                          (Percentage)



     (in millions,
      except
      percentages)       2020                           2019



     Subscription               $
              631.9                                                                  $
              596.1                                                                    $
             35.8   6.0          9.5           (6.9)       (0.1)
      revenues                                                                                                                                                                                                           %           %                                   %
                                                                                                                                                                                                                                                    %           %      3.5


     Transactional      174.0                                 123.6                                                                               50.4                             40.7                                 52.1        (0.9)          (0.1)
      revenues                                                                                                                                                                     %                                     %                                      %
                                                                                                                                                                                                                                     %              %      (10.4)


     Deferred revenues  (7.4)                                (0.4)                                                                             (7.0)             
              NM                  
              NM              
        %          %   69.4
      adjustment(1)                                                                                                                                                                                                                                 %



     Revenues, net              $
              798.5                                                                  $
              719.3                                                                    $
             79.2  11.0         15.8           (5.9)       (0.1)
                                                                                                                                                                                                                         %           %                                   %
                                                                                                                                                                                                                                                    %           %      1.2



     Deferred revenues    7.4                                   0.4                                                                                7.0              
              NM                  
              NM              
       %          %  (69.4)
      adjustment(1)                                                                                                                                                                                                                                 %



     Adjusted revenues,         $
              805.9                                                                  $
              719.7                                                                    $
             86.2  12.0         16.8           (5.9)       (0.1)
      net                                                                                                                                                                                                                %           %                                   %
                                                                                                                                                                                                                                                    %           %      1.2




              (1)              Reflects the deferred revenues
                                  adjustment made as a result
                                  of purchase accounting.

The following tables, and the discussion that follows, presents our revenues by Product Group for the periods indicated, as well as the drivers of the variances between periods, including as a percentage of such revenues.


                                                                                                               Variance                             Percentage of Factors Increase/(Decrease)
                                                                                              Increase/(Decrease)


                  Revenues by
                   Product Group                    Three Months                        Total              Total        Acquisitive       Disposal               FX                           Organic
                                       Ended September                       Variance         Variance                                             Impact
                                                              30,             (Dollars)       (Percentage)



     (in millions,
      except
      percentages)                2020                           2019



     Science Product                     $
              190.7                                          $
              136.1                                                                      $
              54.6     40.2          36.4                            %   2.3
      Group                                                                                                                                                                                                     %            %                                          %
                                                                                                                                                                                                                                                                %     1.5


     IP Product Group             95.8                                 107.0                                                       (11.2)                          (10.5)                                   2.5       (12.4)             1.1             (1.7)
                                                                                                                                                                      %                                     %           %
                                                                                                                                                                                                                                        %                %


     Deferred revenues           (2.1)                                (0.1)                                                       (2.0)             
              NM                      
              NM                 %         
        %        61.0
      adjustment (1)                                                                                                                                                                                                                              %



     Revenues, net                       $
              284.4                                          $
              243.0                                                                      $
              41.4     17.0          20.6                 (5.5)          1.8
                                                                                                                                                                                                                %            %                                          %
                                                                                                                                                                                                                                                  %             %     0.2



     Deferred revenues             2.1                                   0.1                                                          2.0              
              NM                      
              NM                 %         
       %       (61.0)
      adjustment(1)                                                                                                                                                                                                                               %



     Adjusted revenues,                  $
              286.5                                          $
              243.1                                                                      $
              43.4     17.9          21.5                 (5.5)          1.8
      net                                                                                                                                                                                                       %            %                                          %
                                                                                                                                                                                                                                                  %             %     0.1




              (1)              Reflects the deferred revenues
                                  adjustment made as a result
                                  of purchase accounting.


                                                                                                               Variance                                 Percentage of Factors Increase/(Decrease)
                                                                                              Increase/(Decrease)


                  Revenues by
                   Product Group                    Nine Months                         Total              Total        Acquisitive       Disposal                   FX                           Organic
                                       Ended September                       Variance         Variance                                                 Impact
                                                              30,             (Dollars)       (Percentage)



     (in millions,
      except
      percentages)                2020                           2019



     Science Product                     $
              521.7                                          $
              401.4                                                                         $
              120.3     30.0          28.2                   %  (0.1)
      Group                                                                                                                                                                                                         %            %                                    %
                                                                                                                                                                                                                                                           %        1.9


     IP Product Group            284.2                                 318.3                                                       (34.1)                              (10.7)                                   2.4       (13.3)
                                                                                                                                                                          %                                     %           %              %                      %


     Deferred revenues           (7.4)                                (0.4)                                                       (7.0)            
            NM                
              NM                              %             %     69.4
      adjustment (1)                                                                                                                                                                                                                              %



     Revenues, net                       $
              798.5                                          $
              719.3                                                                          $
              79.2     11.0          15.8             (5.9)    (0.1)
                                                                                                                                                                                                                    %            %                                    %
                                                                                                                                                                                                                                                  %        %        1.2



     Deferred revenues             7.4                                   0.4                                                          7.0            
             NM                
              NM                              %            %    (69.4)
      adjustment(1)                                                                                                                                                                                                                               %



     Adjusted revenues,                  $
              805.9                                          $
              719.7                                                                          $
              86.2     12.0          16.8             (5.9)    (0.1)
      net                                                                                                                                                                                                           %            %                                    %
                                                                                                                                                                                                                                                  %        %        1.2




              (1)              Reflects the deferred revenues
                                  adjustment made as a result
                                  of purchase accounting.

The following table presents our calculation of Adjusted Revenues for the Outlook for 2020 and a reconciliation of this measure to our Revenues, net for the same period:


                               Year Ending December 31, 2020

                                       (Forecasted)



     (in
      millions)            Low                               High



                 Revenues,
                 net             $
              1,280.0              $
     1,295.0



                Adjusted
                 revenues,
                 net(1)          $
              1,280.0              $
     1,295.0




              (1)              The Company is evaluating the
                                  purchase accounting impact,
                                  including the deferred
                                  revenue adjustment, related
                                  to the DRG acquisition.

The following table presents our calculation of Adjusted EBITDA for the Outlook for 2020 and reconciles this measure to our Net loss for the same period:


                                                    Year Ending December 31, 2020

                                       
            
               (Forecasted)



      (in millions)                        Low                                    High



                   Net loss                    $
             (165.1)                                 $
        (150.1)


      Provision for income
       taxes                              22.7                                               22.7


      Depreciation and
       amortization                      312.5                                              312.5


      Interest, net                      111.4                                              111.4


      Transition,
       transition services
       agreement, and
       integration
       expense(1)                         37.7                                               37.7


      Transaction related
       costs(2)                          118.1                                              118.1


      Share-based
       compensation
       expense                            37.6                                               37.6


      Deferred revenue
       adjustment                          7.7                                                7.7



     Other                              (2.6)                                             (2.6)



                   Adjusted EBITDA               $
             480.0                                    $
        495.0



      Adjusted EBITDA
       margin                      37
           %                                         38
         %




              (1)              Includes restructuring costs,
                                  other cost optimization
                                  activities, and payments and
                                  receipts under transition
                                  service agreements.



              (2)              Includes cost associated with
                                  merger and acquisition related
                                  activities.

The following table presents our calculation of Adjusted Diluted EPS for the Outlook for 2020 and reconciles these measures to our Net loss for the same period:


                                                      Year Ending December 31, 2020

                                                              (Forecasted)



                                          Low                                               High



                                       Per Share                                         Per Share



                  Net loss                       $
              (0.19)                                        $
        (0.13)


     Transition,
      transition services
      agreement, and
      integration
      expense(1)                            0.11                                                      0.11


     Transaction related
      costs(2)                              0.13                                                      0.13


     Share-based
      compensation
      expense                               0.07                                                      0.07


     Amortization related
      to acquired
      intangible assets                     0.48                                                      0.48


     Income tax impact of
      related adjustments                 (0.05)                                                   (0.05)



                  Adjusted Diluted EPS             $
              0.55                                           $
        0.61



     Weighted average
      ordinary shares
      (Diluted)                                                                     453,258,347




              (1)              Includes restructuring costs,
                                  other cost optimization
                                  activities, and payments and
                                  receipts under transition
                                  service agreements.



              (2)              Includes cost associated with
                                  merger and acquisition related
                                  activities.

The following table presents our calculation of Free Cash Flow and Adjusted Free Cash Flow for the Outlook for 2020 and reconciles this measure to our Net cash provided by operating activities for the same period:


                                               Year Ending December 31, 2020

                                                       (Forecasted)



     (in millions)                      Low                                  High



                  Net cash provided
                   by operating
                   activities               $
            213.0                                $
     223.0


             Capital
              expenditures          (105.0)                                       (100.0)



     Free Cash Flow                   108.0                                          123.0


     Transition,
      transition
      services
      agreement, and
      integration
      expense(1)                       52.0                                           55.0


     Transaction
      related costs(2)                 80.0                                           82.0



                  Adjusted Free
                   Cash Flow                $
            240.0                                $
     260.0




              (1)              Includes cash payments related
                                  to restructuring and other cost
                                  optimization activities.



              (2)              Includes cash payments related
                                  to merger and acquisition
                                  related activities.

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SOURCE Clarivate Plc