Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

The Company does not have any recorded or unrecorded guarantees of the indebtedness of others.

Lawsuits and Legal Claims

The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, antitrust/competition claims, intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material impact on the Company’s financial condition taken as a whole.

Contingent Liabilities

In conjunction with the acquisition of Publons, the Company agreed to pay former shareholders up to an additional $9,500 through 2020. Amounts payable are contingent upon Publons' achievement of certain milestones and performance metrics. The Company paid $0 of the contingent purchase price during the nine months ended September 30, 2020. The Company had an outstanding liability for $3,701 and $3,100 related to the estimated fair value of this contingent consideration included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively.

In conjunction with the acquisition of Kopernio, the Company paid former shareholders $2,184 during the nine months ended September 30, 2020 due to the achievement of certain milestones and performance metrics.

In conjunction with the acquisition of TrademarkVision, the Company agreed to pay former shareholders a potential earn-out dependent upon achievement of certain milestones and financial performance metrics through 2020. Amounts payable are contingent upon TrademarkVision’s achievement of certain milestones and performance metrics. During the nine months ended September 30, 2020, the Company paid $8,000 of the contingent purchase price to complete the earn-out. As of September 30, 2020 and December 31, 2019, the Company had an outstanding liability for $0 and $8,000, respectively, related to the estimated fair value of this contingent consideration. The outstanding balance was included in Accrued expenses and other current liabilities as of December 31, 2019, in the Condensed Consolidated Balance Sheets.

In conjunction with the acquisition of DRG, the Company agreed to pay up to 2,895,638 shares as contingent stock consideration, valued at $58,897 on the closing date of the acquisition. See Note 4 — "Business Combinations" for more information on the contingent stock consideration. Amounts payable are contingent upon any indemnity losses or claims to indemnity losses occurring within that one-year period. The liability increased by $30,839 during the nine months ended September 30, 2020 due to an increase in the estimated fair value of this contingent stock consideration, which resulted in a liability of $89,736 as of September 30, 2020. The outstanding balance was included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets as of September 30, 2020.