0001764046false00-000000000017640462025-04-292025-04-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

April 29, 2025
Date of Report (date of earliest event reported)

CLARIVATE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
(State or other jurisdiction of incorporation or organization)
001-38911
(Commission File Number)
N/A
(I.R.S. Employer Identification No.)
70 St. Mary Axe
London
EC3A 8BE
United Kingdom
(Address of Principal Executive Offices)
(44) 207-433-4000
Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par valueCLVTNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02.  Results of Operations and Financial Condition.

On April 29, 2025, Clarivate Plc (the “Company”) issued a press release announcing earnings for the first quarter ended March 31, 2025. The press release has been furnished with this Form 8-K as Exhibit 99.1 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 2.02, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as otherwise expressly stated in such filing.

Item 7.01. Regulation FD Disclosure.

On April 29, 2025, the Company posted to its website supplemental information related to revenue, earnings, and guidance. The supplemental information has been furnished with this Current Report on Form 8-K as Exhibit 99.2 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 7.01, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.    Financial Statements and Exhibits
(d) Exhibits.
No.Description
99.1
99.2
104
The cover page from the Company's Current Report on Form 8-K dated April 29, 2025, formatted in Inline XBRL



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 CLARIVATE PLC
 
Date: April 29, 2025
By: /s/ Jonathan M. Collins
 Name: Jonathan M. Collins
 
Executive Vice President & Chief Financial Officer
 


Clarivate Reports First Quarter 2025 Results
— Accelerated recurring organic revenue growth —
— Reaffirmed 2025 Outlook —
— Repurchased $50 million ordinary shares —
London, UK -- April 29, 2025 Clarivate Plc (NYSE: CLVT) (the “Company” or “Clarivate”), a leading global provider of transformative intelligence, today reported results for the first quarter ended March 31, 2025.
Total revenues for the first quarter of 2025 was $593.7 million, compared to total revenues of $621.2 million for the first quarter of 2024. Organic revenues for the first quarter of 2025 increased 0.3%, compared to the first quarter of 2024, due to a 0.6% increase in organic recurring revenues, partially offset by lower organic transactional revenues.
Net loss for the first quarter of 2025 was $103.9 million, or $0.15 per diluted share, compared to a net loss of $75.0 million, or $0.14 per diluted share, for the first quarter of 2024. Adjusted net income for the first quarter of 2025 was $95.8 million, or $0.14 per diluted share, compared to $103.5 million, or $0.14 per diluted share, for the first quarter of 2024. Adjusted EBITDA for the first quarter of 2025 was $233.2 million, compared to Adjusted EBITDA of $236.3 million for the first quarter of 2024.
Clarivate generated $171.2 million of operating cash flow and $110.3 million of free cash flow in the first quarter of 2025 and repurchased $50.0 million of ordinary shares.
“We delivered improved sequential organic ACV growth in the first quarter from higher renewals and new business wins, reinforcing the impact of our Value Creation Plan” said Matti Shem Tov, Chief Executive Officer. “Clarivate’s offerings are mission-critical for our users and competitively advantaged, enabling us to successfully transition to a subscription-first strategy, improve renewal rates, and drive higher usage in key products where we have invested. Our Value Creation Plan is on track despite the volatile macro environment as we continue to effectively execute our long-term growth strategy.”

1


Selected Financial Information
 Three Months Ended March 31,Change
(In millions, except percentages and per share data), (unaudited)
20252024$%
Revenues$593.7 $621.2 $(27.5)(4.4)%
Net income (loss)
$(103.9)$(75.0)$(28.9)(38.5)%
Adjusted net income(1)
$95.8 $103.5 $(7.7)(7.4)%
Adjusted EBITDA(1)
$233.2 $236.3 $(3.1)(1.3)%
Diluted EPS
$(0.15)$(0.14)$(0.01)(7.1)%
Adjusted diluted EPS(1)
$0.14 $0.14 $— —%
Net cash provided by operating activities
$171.2 $176.2 $(5.0)(2.8)%
Free cash flow(1)
$110.3 $111.8 $(1.5)(1.3)%
First Quarter 2025 Commentary
Total revenues decreased $27.5 million, or 4.4%, to $593.7 million, primarily due to inorganic divestitures, disposals, and foreign currency translation impacts. Organic revenues increased 0.3%.
Subscription revenues decreased $14.5 million, or 3.6%, to $388.6 million, primarily due to the ScholarOne product group divestiture. Organic subscription revenues decreased 0.6%.
Re-occurring revenues increased $3.4 million, or 3.3%, to $105.9 million. Organic re-occurring revenues increased 5.3%, primarily due to higher IP patent renewal volumes.
Recurring revenues, which consist of subscription and re-occurring revenues, increased 0.6% organically.
Transactional revenues decreased $16.4 million, or 14.2%, to $99.2 million, primarily due to the Valipat product group divestiture and product group wind-downs within A&G. Organic transactional revenues decreased 2.3%.
Balance Sheet and Cash Flow
As of March 31, 2025, cash and cash equivalents of $354.0 million increased $58.8 million compared to December 31, 2024.
The Company's total debt outstanding was $4,570.8 million as of March 31, 2025, largely unchanged compared to December 31, 2024.
Net cash provided by operating activities of $171.2 million for the three months ended March 31, 2025 decreased $5.0 million compared to the prior year period, primarily due to an increase in restructuring costs. Free cash flow for the three months ended March 31, 2025 was $110.3 million, a decrease of $1.5 million compared to the prior year period.
2


Reaffirms Outlook for 2025 (forward-looking statement)
“The business returned to modest organic growth in the first quarter, and Adjusted EBITDA margin accelerated by 130 basis points,” said Jonathan Collins, Executive Vice President and Chief Financial Officer. “We generated strong free cash flow of over $110 million, enabling us to repurchase $50 million of our shares, consistent with our capital allocation strategy to return value to shareholders. Given the solid performance in the first quarter, we are reaffirming our full year 2025 outlook.”
The full year outlook presented below assumes no further acquisitions, divestitures, or unanticipated events.
2025 Outlook
Organic ACV
1.0% to 2.0%
Recurring Organic Revenue Growth
(1.0)% to 1.0%
Revenues
$2.28B to $2.40B
Adjusted EBITDA(1)
$940M to $1.00B
Adjusted EBITDA Margin(1)
40.5% to 42.5%
Adjusted Diluted EPS(1)(2)
$0.60 to $0.70
Free Cash Flow(1)
$300M to $380M
Notes to press release
(1) Non-GAAP measure. Please see “Reconciliations to Certain Non-GAAP Measures” in this release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this press release.
(2) Adjusted diluted EPS for 2025 is calculated based on approximately 696 million fully diluted adjusted weighted average ordinary shares outstanding.
3


Conference Call and Webcast
Clarivate will host a conference call and webcast today to review the results for the first quarter at 9:00 a.m. Eastern Time. The webcast is open to all interested parties and may include forward-looking information.
The live webcast of the earnings call will be accessible through the investor relations section of the Company's website. To join the webcast please visit https://events.q4inc.com/attendee/743636544.
Interested parties may access the live audio broadcast. U.S. participants may call 800-715-9871; international participants may call +1 646-307-1963 (long-distance charges will apply). The conference ID number is 7007526.
A replay of the webcast will also be available on https://ir.clarivate.com beginning two hours after the conclusion of the live call and will remain available for one year.
Use of Non-GAAP Financial Measures
This release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted diluted EPS and Free cash flow. Non-GAAP financial measures are not recognized terms under GAAP, 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 internally in our operational and financial decision-making, to assess the operating performance of our business, to assess performance for employee compensation purposes, and to decide how to allocate resources. We believe that such measures allow us to focus on what we deem to be more reliable indicators 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. Further, these measures can be useful in evaluating our performance against our peer companies because we believe they provide users with valuable insight into key components of GAAP financial disclosure. 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 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.
4


Forward-Looking Statements
This release includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts, and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Please consult our public filings with the SEC, which are also available on our website at www.clarivate.com.
About Clarivate
Clarivate™ is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit www.clarivate.com.
5


Condensed Consolidated Balance Sheets (Unaudited)

(In millions)
March 31, 2025
December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash$354.0 $295.2 
Accounts receivable, net830.5 798.3 
Prepaid expenses101.0 85.9 
Other current assets68.8 65.2 
Total current assets1,354.3 1,244.6 
Property and equipment, net55.1 53.5 
Other intangible assets, net8,341.4 8,441.2 
Goodwill1,566.6 1,566.6 
Other non-current assets71.4 82.2 
Deferred income taxes48.6 48.5 
Operating lease right-of-use assets55.3 53.6 
Total assets$11,492.7 $11,490.2 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable$120.0 $124.5 
Accrued compensation88.0 119.2 
Accrued expenses and other current liabilities332.8 310.1 
Current portion of deferred revenues978.8 859.1 
Current portion of operating lease liability21.0 20.6 
Total current liabilities1,540.6 1,433.5 
Long-term debt4,521.1 4,518.7 
Other non-current liabilities74.9 72.5 
Deferred income taxes275.8 273.3 
Operating lease liabilities53.2 53.2 
Total liabilities6,465.6 6,351.2 
Commitments and contingencies
Shareholders' equity:
Ordinary Shares, no par value; unlimited shares authorized; 683.1 and 691.4 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
12,935.1 12,978.8 
Accumulated other comprehensive loss(490.6)(526.3)
Accumulated deficit(7,417.4)(7,313.5)
Total shareholders' equity5,027.1 5,139.0 
Total liabilities and shareholders' equity$11,492.7 $11,490.2 
6


Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,
(In millions, except per share data)
20252024
Revenues$593.7 $621.2 
Operating expenses:
Cost of revenues207.0 217.8 
Selling, general and administrative costs178.4 191.9 
Depreciation and amortization185.4 179.4 
Restructuring and other impairments24.7 9.5 
Other operating expense (income), net19.0 17.6 
Total operating expenses614.5 616.2 
Income (loss) from operations(20.8)5.0 
Fair value adjustment of warrants— (5.2)
Interest expense, net64.3 70.2 
Income (loss) before income taxes(85.1)(60.0)
Provision (benefit) for income taxes18.8 15.0 
Net income (loss)(103.9)(75.0)
Dividends on preferred shares— 18.8 
Net income (loss) attributable to ordinary shares$(103.9)$(93.8)
Per share:
Basic$(0.15)$(0.14)
Diluted$(0.15)$(0.14)
Weighted average shares used to compute earnings per share:
Basic689.8 666.9 
Diluted689.8 666.9 
7


Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,
(In millions)20252024
Cash Flows From Operating Activities
Net income (loss)$(103.9)$(75.0)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization185.4 179.4 
Share-based compensation10.7 14.9 
Amortization of debt issuance costs2.9 4.7 
Other operating activities21.6 10.1 
Changes in operating assets and liabilities:
Accounts receivable(33.6)74.8 
Prepaid expenses(14.7)(11.8)
Other assets1.9 (3.0)
Accounts payable(5.8)(37.3)
Accrued expenses and other current liabilities(3.9)(10.0)
Deferred revenues111.3 31.0 
Operating leases, net(1.5)(1.8)
Other liabilities0.8 0.2 
Net cash provided by operating activities171.2 176.2 
Cash Flows From Investing Activities
Capital expenditures(60.9)(64.4)
Net cash provided by (used for) investing activities(60.9)(64.4)
Cash Flows From Financing Activities
Principal payments on term loans— (47.4)
Payment of debt issuance costs and discounts— (20.0)
Repurchases of ordinary shares(50.0)— 
Cash dividends on preferred shares— (18.9)
Payments related to tax withholding for share-based compensation(6.4)(8.6)
Other financing activities(0.2)(0.3)
Net cash provided by (used for) financing activities(56.6)(95.2)
Effects of exchange rates5.1 (6.3)
Net change in cash and cash equivalents, including restricted cash58.8 10.3 
Cash and cash equivalents, including restricted cash, beginning of period295.2 370.7 
Cash and cash equivalents, including restricted cash, end of period
$354.0 $381.0 
8


Supplemental Revenues Information
Annualized contract value (“ACV”), at any point in time, represents the annualized value of all active customer subscription-based license agreements for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current price level. Our organic ACV grew 1.2% compared to March 31, 2024, primarily driven by price increases. Our total ACV declined 3.6% compared to March 31, 2024, primarily due to the ScholarOne divestiture in November 2024 and the wind-down of certain product groups beginning in the first quarter of 2025.
The following tables present our revenues by type and by segment for the periods indicated, as well as the components driving the changes between periods.
Three Months Ended March 31,
Change
% of Change
20252024
$
%
Acquisitions
Disposals
FX
Organic
Subscription
$388.6 $403.1 $(14.5)(3.6)%0.2 %(2.3)%(0.9)%(0.6)%
Re-occurring
105.9 102.5 3.4 3.3 %— %— %(2.0)%5.3 %
Recurring revenues
494.5 505.6 (11.1)(2.2)%0.2 %(1.9)%(1.1)%0.6 %
Transactional
99.2 115.6 (16.4)(14.2)%0.3 %(11.6)%(0.6)%(2.3)%
Revenues$593.7 $621.2 $(27.5)(4.4)%0.2 %(3.9)%(1.0)%0.3 %
Three Months Ended March 31,
Change
% of Change
20252024
$
%
Acquisitions
Disposals
FX
Organic
Academia & Government$302.7 $317.7 $(15.0)(4.7)%— %(4.6)%(0.8)%0.7 %
Intellectual Property192.7 200.9 (8.2)(4.1)%0.2 %(4.1)%(1.5)%1.3 %
Life Sciences & Healthcare98.3 102.6 (4.3)(4.2)%0.8 %(1.2)%(0.8)%(3.0)%
Revenues$593.7 $621.2 $(27.5)(4.4)%0.2 %(3.9)%(1.0)%0.3 %
Reconciliations to Certain Non-GAAP Measures
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Net income (loss) margin is calculated by dividing Net income (loss) by Revenues. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three months ended March 31, 2025 and 2024 and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
9


 Three Months Ended March 31,
(In millions, except percentages); (unaudited)
20252024
Net income (loss)(103.9)(75.0)
Provision (benefit) for income taxes18.8 15.0 
Depreciation and amortization185.4 179.4 
Interest expense, net64.3 70.2 
Share-based compensation expense11.1 15.4 
Restructuring and other impairments
24.7 9.5 
Fair value adjustment of warrants
— (5.2)
Transaction related costs
6.3 4.4 
Other(1)
26.5 22.6 
Adjusted EBITDA$233.2 $236.3 
Net income (loss) margin(17.5)%(12.1)%
Adjusted EBITDA margin39.3 %38.0 %
(1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The three months ended March 31, 2024 also includes a $15.8 loss on divestiture.
Adjusted net income and Adjusted diluted EPS
Adjusted net income represents Net income (loss), adjusted to exclude amortization related to acquired intangible assets, share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance and the associated income tax impact of such adjustments.
Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares. The Adjusted diluted weighted average shares calculation assumes that all instruments in the calculation are dilutive.
The following table presents our calculation of Adjusted net income and Adjusted diluted EPS for the three months ended March 31, 2025 and 2024 and reconciles these non-GAAP measures to our Net income (loss) and diluted EPS for the same periods:
Three Months Ended March 31,

20252024
(In millions, except per share amounts); (unaudited)
AmountPer ShareAmountPer Share
Net income (loss) and Diluted EPS
(103.9)(0.15)(75.0)(0.11)
Amortization related to acquired intangible assets136.3 0.20 138.5 0.21 
Share-based compensation expense11.1 0.02 15.4 0.02 
Restructuring and other impairments
24.7 0.04 9.5 0.01 
Fair value adjustment of warrants
— — (5.2)(0.01)
Transaction related costs
6.3 0.01 4.4 0.01 
Other(1)
26.5 0.03 22.6 0.02 
Income tax impact of related adjustments(5.2)(0.01)(6.7)(0.01)
Adjusted net income and Adjusted diluted EPS$95.8 $0.14 $103.5 $0.14 
Adjusted weighted average ordinary shares, diluted
695.2727.6
(1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The three months ended March 31, 2024 also includes a $15.8 loss on divestiture.
10


Free cash flow
Free cash flow represents Net cash provided by operating activities less Capital expenditures. The following table presents our calculation of Free cash flow for the three months ended March 31, 2025 and 2024 and reconciles this non-GAAP measure to Net cash provided by operating activities for the same periods:
Three Months Ended March 31,
(In millions); (unaudited)
20252024
Net cash provided by operating activities$171.2 $176.2 
Capital expenditures(60.9)(64.4)
Free cash flow
$110.3 
 
$111.8 
Reconciliations to Certain Non-GAAP Measures - 2025 Outlook
Adjusted EBITDA and Adjusted EBITDA margin
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2025 outlook and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same period:
Year Ending December 31, 2025
(Forecasted)
(In millions); (unaudited)
Low High
Net income (loss)(203)(127)
Provision (benefit) for income taxes55 59 
Depreciation and amortization697 687 
Interest expense, net262 252 
Share-based compensation expense84 84 
Restructuring and other impairments(1)
30 30 
Transaction related costs10 10 
Other
Adjusted EBITDA$940 $1,000 
Net income (loss) margin(8.9)%(5.3)%
Adjusted EBITDA margin40.5 %42.5 %
(1) Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan.
Adjusted diluted EPS
The following table presents our calculation of Adjusted diluted EPS for the 2025 outlook and reconciles this non-GAAP measure to our Net income (loss) per share for the same period:
Year Ending December 31, 2025
(Forecasted)
(Unaudited)
LowHigh
Net income (loss)(0.28)(0.18)
Amortization related to acquired intangible assets0.75 0.75 
Share-based compensation expense0.12 0.12 
Restructuring and other impairments(1)
0.04 0.04 
Transaction related costs0.01 0.01 
Other0.01 0.01 
Income tax impact of related adjustments(0.05)(0.05)
Adjusted diluted EPS$0.60 $0.70 
Adjusted weighted average ordinary shares, diluted
696 million
(1) Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan.
11


Free cash flow
The following table presents our calculation of Free cash flow for the 2025 outlook and reconciles this non-GAAP measure to our Net cash provided by operating activities for the same period:
Year Ending December 31, 2025
(Forecasted)
(In millions); (unaudited)
LowHigh
Net cash provided by operating activities$555 $635 
Capital expenditures(255)(255)
Free cash flow$300 $380 




Media Contact:
Tabita Andersson, Senior Vice President, Communications & Brand
newsroom@clarivate.com

Investor Relations Contact:
Mark Donohue, Vice President, Investor Relations
investor.relations@clarivate.com
215-243-2202
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Q1 2025 Earnings Call Apr 29, 2025


 
Safe Harbor Statement and Non-GAAP Financial Measures © 2025 Clarivate. All rights reserved. 2 Forward-Looking Statements This communication includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts, and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Item 1A. Risk Factors of our annual report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Please consult our public filings with the SEC, which are also available on our website at www.clarivate.com.


 
Safe Harbor Statement and Non-GAAP Financial Measures © 2025 Clarivate. All rights reserved. 3 Non-GAAP Financial Measures This presentation contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, and Free Cash Flow Conversion. Non-GAAP financial measures are not recognized terms under GAAP, 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 internally in our operational and financial decision-making, to assess the operating performance of our business, to assess performance for employee compensation purposes, and to decide how to allocate resources. We believe that such measures allow us to focus on what we deem to be more reliable indicators 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. Further, these measures can be useful in evaluating our performance against our peer companies because we believe they provide users with valuable insight into key components of our GAAP financial disclosure. 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. 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. In the Appendix to this presentation, we provide definitions of these non-GAAP measures and reconciliations to the most directly comparable GAAP measures. Industry and Market Data The market data and other statistical information used throughout this presentation are based on industry publications and surveys, public filings, and various government sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we are unable to assure you of the accuracy or completeness of such information contained in this presentation. While we are not aware of any misstatements regarding our market, industry, or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors.


 
Agenda 4© 2025 Clarivate. All rights reserved. Business Review Financial Review Q&A Matti Shem Tov Chief Executive Officer Jonathan Collins Executive Vice President and Chief Financial Officer


 
Matti Shem Tov Chief Executive Officer Business Review


 
Q1 2025 Overview 6 Organic ACV: 1.2% ▲ 30 bps sequentially Renewal Rate: 94% ▲ 1% YoY Recurring Organic Revenue Growth: 0.6% 39% Margin1 ▲ 130 bps YoY 47% Conversion1 ● Flat YoY ● Flat YoY Revenues Adj. EBITDA¹ Free Cash Flow1 Adj. EPS1 $594M $233M $110M 14₵ 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Academia & Government Early success in Q1 on new Web of Science commercial model with 15 customers signing multiyear deals totaling over $80m TCV, 4% YoY ACV CAGR Monitoring ongoing policy changes to US federal funding of government agencies Intellectual Property AI enhancements in patent intelligence suite, show excellent customer feedback and adoption Re-occurring revenue returning to growth supported by patent annuity volumes Life Sciences & Healthcare Secured cross-segment (A&G, LS&H) multi- million-dollar renewal and expansion with South American national consortia 90% renewal rate, increase of 3% YoY © 2025 Clarivate. All rights reserved.


 
Powering The Largest Libraries In The World With Our Cloud Solutions © 2025 Clarivate. All rights reserved. 7 British Library Founded in 1973, national library for the United Kingdom; one of the largest libraries in the world, featuring 170 million items Long standing 20-year partnership; selected to implement next generation library services platform and patron interface Implementing Alma and Primo VE to deliver a streamlined, cloud-based secure experience British Library will be 43rd national and state library to adopt Clarivate’s flagship cloud-based library management system, Alma Alma Primo


 
Expanding Our Partnership In Brazil To Advance Research Programs © 2025 Clarivate. All rights reserved. 8 Coordenação de Aperfeiçoamento de Pessoal de Nível Superior (CAPES) Brazilian government agency serving over 400 higher education and research institutions across the country Long standing 23-year partnership; supporting CAPES to drive socioeconomic development aligned with the country’s needs Signed multi-year renewal, with a 57% increase in the number of higher education institutions added to the contract CAPES has continued to invest in Clarivate solutions including Web of Science, Cortellis Drug Discovery Intelligence, Derwent Innovation Index, and Journal Citation Reports


 
Value Creation Plan Driving Focus, Growth and Innovation Product & AI Accelerated Innovation Invest in proprietary assets and drive development velocity through customer collaboration Optimize ROI and Support Sales Execution Sales Improved Sales Execution Drive sales execution, customer engagement and retention Increase Organic Growth and Achieve Targets Revenue Business Model Optimization Focus on driving core subscription and re-occurring revenue improving predictability Increase Subscription and Re-occurring Revenue Mix Portfolio Solutions Rationalization Assess strategic alternatives to increase execution focus and optimize capital allocation Unlock Value for Shareholders 9 Value Creation Enablers Talent and Culture Cost Rationalization Enterprise Technology © 2025 Clarivate. All rights reserved.


 
• Introduce agentic AI capabilities across Clarivate • A&G | Complete Digital Collections transition from transaction to subscription model • IP | Release Derwent AI Patent Watch Solution • LS&H | Release new MedTech subscription solutions Value Creation Plan on Track © 2025 Clarivate. All rights reserved. 10 • Hired and promoted proven sales leaders and industry experts into leadership roles • IP | Launched AI-Powered Patent Search in Derwent • A&G | Completed ScholarOne Divestment • Completed business strategic review and portfolio assessment Q4 2024 Q2 2025Q1 2025 H2 2025 • A&G | Launched ProQuest e-Books (subscription platform) • A&G | Launched ProQuest Digital Collections (subscription product) • LS&H | Launched DRG Fusion subscription platform powered by RWD • Implemented revised sales incentive models • Implement initiative to grow and scale customer success teams for all segments • A&G | Release e-Book Central AI-powered research assistant • LS&H | Release enhanced AI-powered search functionality in Cortellis • IP | Release Derwent Suite AI Powered Patent Classifier Tool (Innography) & AI Powered TM opposition assistant ‘RiskMark’     Execute program to drive internal cost efficiencies Evaluate strategic alternatives     Improved Sales Execution Business Model Optimization Accelerated Innovation Solutions Rationalization


 
Jonathan Collins Chief Financial Officer Financial Review


 
Q1 2025 Financial Results 12 Changes from Prior Year $m except per share data Q1 ‘25 Q1 ‘24 Change Revenues $594 $621 $(27) Income / (Loss) from Operations (21) 5 (26) Interest Expense, Net 64 70 (6) Income Tax Expense (Benefit) 19 15 4 Net Income / (Loss) to Ordinary Shares $(104) $(94) $(10) Net Income / (Loss) Per Share, basic $(0.15) $(0.14) $(0.01) Adjusted EBITDA1 233 236 (3) Adjusted EBITDA Margin1 39.3% 38.0% 130 bps Adjusted Diluted EPS1 $0.14 $0.14 - Operating Cash Flow $171 $176 $(5) Capital Spending 61 64 (3) Free Cash Flow1 110 112 (2) Revenues • Decline due to inorganic divestitures, disposals, and Fx translation impacts partially offset by organic growth Net Income • Increased restructuring costs associated with the VCP are primary driver of net income and EPS reduction Operating Cash Flow • Modest increase in restructuring costs is the major contributor to the change versus prior year 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Note: Amounts in table may not sum due to rounding. © 2025 Clarivate. All rights reserved.


 
Changes from Prior Year Q1 2025 Revenues and Adj. EBITDA1 13© 2025 Clarivate. All rights reserved.1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription Revenues + Re-occurring Revenues. Note: Amounts in table may not sum due to rounding. Organic • Return to growth in patent renewal volumes drove recurring2 organic growth of 0.6% and strong cost discipline led to more than full flow through to profit Inorganic Disposals • Largely impact of books business, negligible decline in digital collections and RWD Inorganic Divestitures • Primarily ScholarOne and Valipat divestitures Foreign Exchange • Strengthening of USD late in quarter drove transaction gains, weaker on average through quarter led to lower translation Q1 2024 Q1 2025 $621 $594 $236 38.0% $233 39.3% Revenues Adj. EBITDA1 Year + Better - Worse $ millions FX ($6) $2 Organic $2 $4 Inorganic Disposals ($7) $0 Inorganic Divestitures ($16) ($9)


 
Q1 2025 Cash Flow 14 Free Cash Flow1 • Results in line with prior year and expectations Capital Allocation • Utilized nearly half of FCF to repurchase 11.7m shares at an average price of $4.29 $m Q1 ‘25 Q1 ‘24 Change Adj. EBITDA1 $233 $236 $(3) One-Time Costs2 (23) (19) (4) Interest (33) (37) 4 Taxes (7) (8) 1 Working Capital 10 11 (1) Other3 (8) (8) - Operating Cash Flow 171 176 (5) Capital Spending (61) (64) 3 Free Cash Flow1 $110 $112 $(2) Free Cash Flow Conversion1 47% 47% - Preferred Dividend - (19) 19 Share Repurchase (50) - (50) Debt Repayment - (47) 47 M&A - - - Other4 (2) (36) 34 Cash Flow $59 $10 $49 © 2025 Clarivate. All rights reserved. Changes from Prior Year 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Includes restructuring-related severance and transaction cost. 3 Includes impaired contractual costs and refinancing cost. 4 Fx, Tax withholding for share-based compensation and refinancing cost. Note: Amounts in table may not sum due to rounding.


 
FY 2025 Guidance 15 Organic ACV • Expect inflection this year as return on product investments will begin to materialize Recurring Organic Growth • Strategic disposal benefit affects transactional revenues, which are excluded from this metric Revenues / Mix • Range contemplates recurring organic variation, transactional variability including the rate of decline in disposals, and Fx • Strategic disposals to improve recurring revenue mix by ~5% Adj. EBITDA / Margin / FCF • Expect to maintain Adj. EBITDA margin and FCF conversion despite lower revenue due to strategic disposals and cost efficiencies 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription + Re-occurring order types. 3 (Subscription + Re-occurring) / Total Revenues. 4 Mid Point included for illustrative purposes only. © 2025 Clarivate. All rights reserved.Mid Point4Guidance Range Organic ACV 1.0% 2.0% ~1.5% Recurring Revenue Mix3 83% 87% ~85% Adj. EBITDA1 $940m $1,000m ~$970m Adj. EBITDA Margin1 40.5% 42.5% ~41.5% Adj. Diluted EPS1 70₵60₵ ~65₵ Free Cash Flow1 $300m $380m ~$340m Revenues $2,280m $2,400m ~$2,340m Recurring Organic Growth2 (1.0)% 1.0% ~Flat


 
FY 2025 Revenues and Adj. EBITDA1 Outlook 16 2024A 2025T $2,557 ~$2,340 $1,060 41.5% ~$970 ~41.5% Revenues Adj. EBITDA1 Year + Better - Worse $ millions FX ~($25) ~($10) © 2025 Clarivate. All rights reserved. Organic ~($10) ~($20) Inorganic Disposals ~($140) ~($40) Changes from Prior Year Organic • Expect modest revenue decline due to remaining transactional business • Profit headwind due to continued investments in product innovation partially offset by VCP internal cost efficiencies Inorganic Disposals • Digital Collections transactional revenues gone by year end, Books and RWD in 2026 Inorganic Divestitures • ScholarOne and Valipat divestitures Foreign Exchange • Outlook remains cautious due to high volatility despite recent weakening of the USD Inorganic Divestitures ~($40) ~($20) Transactional 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Note: Amounts in table may not sum due to rounding.


 
FY 2025 Cash Flow Outlook 17 $m 2025 Outlook 2024 Actuals Change Adj. EBITDA1 ~$970 $1,060 ~$(90) One-Time Costs2 ~(45) (46) ~0 Interest ~(245) (265) ~20 Taxes ~(55) (53) ~0 Working Capital ~(5) (23) ~20 Other3 ~(25) (26) ~0 Operating Cash Flow ~595 647 ~(50) Capital Spending ~(255) (289) ~35 Free Cash Flow1 ~$340 $358 ~$(20) Free Cash Flow Conversion1 ~35% 34% ~+1% Preferred Dividend 0 (38) ~40 Share Repurchase ~(300) (200) ~40 Debt Repayment (198) M&A 55 Other4 ~(40) (53) ~15 Cash Flow ~$0 $(76) ~$75 © 2025 Clarivate. All rights reserved. Changes from Prior Year Free Cash Flow1 • Lower interest, working capital, and capital spending expected to largely offset lower profit to improve FCF conversion by ~1% Capital Allocation • Maintain flexibility between share repurchases and deleveraging 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Includes restructuring-related severance and transaction cost. 3 Includes impaired contractual costs and refinancing cost. 4 Fx, Tax withholding for share-based compensation and refinancing cost. Note: Amounts in table may not sum due to rounding.


 
Business Model Provides Clear Path to Long-Term Profitable Growth 18© 2025 Clarivate. All rights reserved. Best-In-Class Data & Workflow Assets Products Colleagues Talented Team With Deep Expertise Trusted Provider, Blue Chip Customer Base Robust Free Cash Flow Scaled Information Services Provider Across The Innovation Value Chain


 
Q&A Session


 
Appendix Presentation of Certain Non-GAAP Financial Measures


 
21© 2025 Clarivate. All rights reserved. Presentation of Certain Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA represents net income (loss) before the provision (benefit) for income taxes, depreciation and amortization, and interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Net income (loss) margin is calculated by dividing net income (loss) by revenues. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues. Adjusted net income and Adjusted diluted EPS Adjusted net income represents net income (loss), adjusted to exclude amortization related to acquired intangible assets, share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance and the associated income tax impact of such adjustments. Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares. The Adjusted diluted weighted average shares calculation assumes that all instruments in the calculation are dilutive. Free cash flow and Free cash flow conversion Free cash flow represents net cash provided by (used for) operating activities less capital expenditures. Operating cash flow conversion is calculated by dividing net cash provided by (used for) operating activities by net income (loss). Free cash flow conversion is calculated by dividing Free cash flow by Adjusted EBITDA.


 
Reconciliation of Non-GAAP Financial Measures 22 Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin $m Q1 ‘25 Q1 ‘24 Net income (loss) $(103.9) $(75.0) Provision (benefit) for income taxes 18.8 15.0 Depreciation and amortization 185.4 179.4 Interest expense, net 64.3 70.2 Share-based compensation expense 11.1 15.4 Restructuring and other impairments 24.7 9.5 Fair value adjustment of warrants — (5.2) Transaction related costs 6.3 4.4 Other1 26.5 22.6 Adjusted EBITDA $233.2 $236.3 Net income (loss) margin (17.5)% (12.1)% Adjusted EBITDA margin 39.3% 38.0% © 2025 Clarivate. All rights reserved. Descriptions 1. Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The three months ended March 31, 2024 also includes a $15.8 loss on divestiture.


 
Reconciliation of Non-GAAP Financial Measures 23 Net income (loss) and Net income (loss) per share to Adjusted net income and Adjusted diluted EPS Q1 ‘25 Q1 ‘24 $m except per share data Amount Per Share Amount Per Share Net income (loss) and Diluted EPS $(103.9) $(0.15) $(75.0) $(0.11) Amortization related to acquired intangible assets 136.3 0.20 138.5 0.21 Share-based compensation expense 11.1 0.02 15.4 0.02 Restructuring and other impairments 24.7 0.04 9.5 0.01 Fair value adjustment of warrants — — (5.2) (0.01) Transaction related costs 6.3 0.01 4.4 0.01 Other1 26.5 0.03 22.6 0.02 Income tax impact of related adjustments (5.2) (0.01) (6.7) (0.01) Adjusted net income and Adjusted diluted EPS $95.8 $0.14 $103.5 $0.14 Adjusted weighted average ordinary shares, diluted 695.2 727.6 © 2025 Clarivate. All rights reserved. Descriptions 1. Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The three months ended March 31, 2024 also includes a $15.8 loss on divestiture.


 
Reconciliation of Non-GAAP Financial Measures 24 Net cash provided by operating activities to Free cash flow and Free cash flow conversion $m Q1 ‘25 Q1 ‘24 Net cash provided by operating activities $171.2 $176.2 Capital expenditures (60.9) (64.4) Free cash flow $110.3 $111.8 Operating cash flow conversion (164.8)% (234.9)% Free cash flow conversion 47.3% 47.3% © 2025 Clarivate. All rights reserved.


 
Reconciliation of Non-GAAP Financial Measures – 2025 Outlook 25© 2025 Clarivate. All rights reserved. The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2025 outlook and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same period: Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin Year Ending December 31, 2025 (Forecasted) $m Low High Net income (loss) $(203) $(127) Provision (benefit) for income taxes 55 59 Depreciation and amortization 697 687 Interest expense, net 262 252 Share-based compensation expense 84 84 Restructuring and other impairments1 30 30 Transaction related costs 10 10 Other 5 5 Adjusted EBITDA $940 $1,000 Net income (loss) margin (8.9)% (5.3)% Adjusted EBITDA margin 40.5% 42.5% Descriptions 1. Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan.


 
Reconciliation of Non-GAAP Financial Measures – 2025 Outlook 26© 2025 Clarivate. All rights reserved. The following table presents our calculation of Adjusted diluted EPS for the 2025 outlook and reconciles this non-GAAP measure to our Net income (loss) per share for the same period: Net income (loss) per fully diluted weighted shares outstanding to Adjusted diluted EPS Year Ending December 31, 2025 (Forecasted) $m Low High Net income (loss) per share $(0.28) $(0.18) Amortization related to acquired intangible assets 0.75 0.75 Share-based compensation expense 0.12 0.12 Restructuring and other impairments1 0.04 0.04 Transaction related costs 0.01 0.01 Other 0.01 0.01 Income tax impact of related adjustments (0.05) (0.05) Adjusted diluted EPS $0.60 $0.70 Adjusted weighted average ordinary shares, diluted 696 million Descriptions 1. Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan.


 
Reconciliation of Non-GAAP Financial Measures – 2025 Outlook 27 Net cash provided by operating activities to Free cash flow and Free cash flow conversion Year Ending December 31, 2025 (Forecasted) $m Low High Net cash provided by operating activities $555 $635 Capital expenditures (255) (255) Free cash flow $300 $380 Operating cash flow conversion (273.4)% (500.0)% Free cash flow conversion 31.9% 38.0% © 2025 Clarivate. All rights reserved. The following table presents our calculation of Free cash flow and Free cash flow conversion for the 2025 outlook and reconciles these non-GAAP measures to our Net cash provided by operating activities and operating cash flow conversion for the same period:


 
© 2025 Clarivate Clarivate and its logo, as well as all other trademarks used herein, are trademarks of their respective owners and used under license. About Clarivate Clarivate is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit www.clarivate.com