Earnings per Share

May 13, 2019

Potential ordinary shares of 31,871,520 of Private Placement Warrants, DRG Transaction Shares, options, RSUs, and PSUs related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three and nine months ended September 30, 2020, respectively, as the Company had a net loss and their inclusion would have been anti-dilutive or their performance metric was not met. Potential ordinary shares of 9,713,683 related to Merger Shares and options related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three months ended September 30, 2019 as their inclusion would have been anti-dilutive or their performance metric was not met. Potential ordinary shares of 82,756,452 related to Private Placement Warrants, Public Warrants, Merger Shares and options related to the 2019 Incentive Award Plan were excluded from diluted EPS for the nine months ended September 30, 2019, as the Company had a net loss and their inclusion would have been anti-dilutive or their performance metric was not met. See Note 15 — "Shareholders' Equity" and Note 16 — "Employment and Compensation Arrangements” for a description.

The 2019 Transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP. See Note 1 — "Background and Nature of Operations". Accordingly, weighted-average shares outstanding for purposes of the EPS calculation have been retroactively recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares).

The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts):


	Three Months Ended September 30,
	2020		2019
Basic/Diluted EPS
Net income (loss) available to ordinary shareholders	$	(37,233)	$	10,831



Basic weighted-average number of ordinary shares outstanding	387,845,438		305,428,062
Diluted weighted-average number of ordinary shares outstanding	387,845,438		328,854,063

Basic EPS	$	(0.10)	$	0.04
Diluted EPS	$	(0.10)	$	0.03


	Nine Months Ended September 30,
	2020		2019
Basic/Diluted EPS
Net loss available to ordinary shareholders	$	(112,725)	$	(126,190)



Basic and diluted weighted-average number of ordinary shares outstanding	369,019,802		262,894,388


Basic and diluted EPS	$	(0.31)	$	(0.48)