CHICAGO, Jan. 29, 2018 /CNW/ -- Cision Ltd. (NYSE: CISN),
a leading global provider of software and services to public
relations and marketing communications professionals, today
reported select preliminary unaudited financial results for the
fourth quarter and year ended December
31, 2017. Cision also announced today that it intends
to reprice its $1,335 million First Lien Senior Secured Term
Loan.
Fourth Quarter 2017 Preliminary Unaudited Financial
Results
- Revenue estimated between $168.5
million and $169.0 million,
reflecting between 13.5% and 13.8% growth versus prior year fourth
quarter revenue of $148.5
million;
- Revenue, excluding the impact from purchase accounting,
estimated between $169.0 million and
$169.5 million, reflecting between
13.4% and 13.8% growth versus prior year fourth quarter revenue of
$149.0 million;
- Operating income estimated between $7.0
million and $7.5 million,
reflecting between 250% and 275% growth versus prior year fourth
quarter operating income of $2.0
million;
- Net income (loss) estimated between $(23.2) million and $(27.6) million, reflecting between 2.5% and
(16.0%) change versus prior year fourth quarter net income (loss)
of $(23.8) million;
- Adjusted EBITDA estimated between $60.6
million and $61.2 million,
reflecting between 14.3% and 15.4% growth versus prior year fourth
quarter Adjusted EBITDA of $53.0
million;
- Adjusted net income estimated between $22.7 million and $22.9
million, reflecting between 187% and 190% growth versus
prior year fourth quarter Adjusted net income of $7.9 million. Adjusted net income during the
fourth quarter was impacted by incremental interest expense
associated with our $75.0 million
incremental term loan; and
- Adjusted net income per diluted share estimated between
$0.19 and $0.19, reflecting between 86% and 90% growth
versus prior year fourth quarter Adjusted net income per diluted
share of $0.10.
Full Year 2017 Preliminary Unaudited Financial
Results
- Revenue estimated between $631.0
million and $631.5 million,
reflecting between 34.9% and 35.0% growth versus prior year revenue
of $467.8 million;
- Revenue, excluding the impact from purchase accounting,
estimated between $632.5 million and
$633.0 million, reflecting between
34.9% and 35.0% growth versus prior year revenue of $468.9 million;
- Operating income estimated between $38.0
million and $38.5 million,
reflecting an improvement of between $57.6
million and $58.1 million
versus prior year operating loss of $19.6
million;
- Net income (loss) estimated between $(111.7) million and $(116.1) million, reflecting between (13.5%) and
(18.0%) change versus prior year net income (loss) of $(98.4) million;
- Adjusted EBITDA estimated between $225.0
million and $225.5 million,
reflecting between 38.7% and 39.0% growth versus prior year
Adjusted EBITDA of $162.2
million;
- Including the acquisition of Bulletin Intelligence and the
divestiture of Vintage, as if they both occurred on January 1, 2017, Adjusted EBITDA estimated
between $227.0 million and
$229.0 million;
- Adjusted net income estimated between $58.3 million and $58.5
million, reflecting between 163% and 164% growth versus
prior year Adjusted net income of $22.2
million; and
- Adjusted net income per diluted share estimated between
$0.57 and $0.57, reflecting between 111% and 112% growth
versus prior fiscal year Adjusted net income per diluted share of
$0.27.
We expect our net debt as of December 31,
2017 to be approximately $1,183
million. We derive net debt by taking our total debt
outstanding and subtracting our cash balance. As of December 31, 2017, our total debt outstanding was
approximately $1,331.6 million and
our cash balance was approximately $148.7
million. We used approximately $75
million of cash in connection with our closing of the
acquisition of PRIME Research on January 23,
2018.
"We are pleased to have delivered strong preliminary results for
the fourth quarter," said Kevin
Akeroyd, Cision's Chief Executive Officer. "We continue to
focus our efforts on delivering best-in-class products and services
to our customers, executing on our remaining synergies, and driving
towards our long-term financial goals and objectives. This focus
helped drive our fourth quarter organic growth rate to
approximately 2.6%, after adjusting for non-core revenues,
approximately $0.4 million of revenue
from CEDROM-SNi and the impact of currency."
Cision has not yet finalized its financial statement close
process for the quarter ended December 31,
2017, nor has it finalized its assessment of the impact of
the recent tax legislation. As a result, the information in this
statement is preliminary and based upon information available to
the Company as of the date of the statement. In connection with the
finalization process and the incorporation of the impact of
the recent tax legislation, Cision may identify items that
would require adjustments to its preliminary financial results
announced herein. The Company's financial results could be
different, and those differences could be material.
Full Year 2018 Outlook
Our initial outlook for the full fiscal year ending December 31, 2018 appears below:
- Revenue of between $716 million
and $726 million;
- Revenue, excluding the impact from purchase accounting of
between $720 million and $730 million;
- Net income of between $2 million
and $4 million;
- Adjusted EBITDA of between $248
million and $254 million;
- Adjusted net income of between $105
million and $110 million;
and
- Adjusted net income per share per of between $0.86 and $0.88.
Additionally, for the full fiscal year ending December 31, 2018, Cision expects:
- Depreciation expense of between $23
million and $26 million;
- Amortization expense of between $112
million and $115 million, with
$22 million to $24 million of this amortization expense included
within cost of revenue and the remainder included in general and
administrative costs;
- Net interest expense, exclusive of debt extinguishment costs,
of between $71 million and
$74 million;
- Cash interest expense of between $61
million and $64 million;
- Stock-based compensation expense of between $5 million and $6
million; and
- Capital expenditures, inclusive of capitalized software
development, of between $30 million
and $35 million.
The above outlook assumes the completion of our First Lien
Senior Secured Term Loan repricing, LIBOR of approximately 1.5%,
and EURIBOR of approximately 0%, the inclusion of a full year of
results from our acquisition of CEDROM-SNi, and the inclusion of 11
months of results from our acquisition of PRIME
Research. CEDROM-SNi's revenues for the 12 months ended
December 31, 2017 were approximately
$15 million, and PRIME Research's
revenues for the 12 months ended December 31, 2017 were
approximately $45 million. The above outlook also assumes the
following exchange rates with respect to the British Pound, the
Euro and the Canadian Dollar for fiscal year 2018:
|
GBP to USD
|
1.35
|
|
EUR to USD
|
1.20
|
|
CAD to USD
|
0.79
|
Additionally, our outlook for 2018 excludes any additional
acquisitions, divestitures, or other unanticipated events. See
discussion of non-GAAP financial measures below in this
release.
Fourth Quarter 2017 Earnings Release and Conference Call
Details
Cision expects to release its full year and fourth quarter 2017
financial and operating results on March 8,
2018. The Company plans to hold a conference call in
connection with the above referenced release. The conference call
will be simultaneously webcast on the Investor Relations section of
the company's website: http://investors.cision.com
Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as "anticipate," "intend," "plan," "goal,"
"seek," "aim," "strive," "believe," "see," "project," "predict,"
"estimate," "expect," "continue," "strategy," "future," "likely,"
"may," "might," "should," "will," "would," "target," similar
expressions, and variations or negatives of these words.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our 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 subject to inherent uncertainties, risks, and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Accordingly, you should not place
undue reliance on these statements, as actual results may vary
materially. A detailed discussion of some of the risks and
uncertainties that could cause our actual results and financial
condition to differ materially from the forward-looking statements
is described under the caption "Risk Factors" in our most recent
quarterly report on Form 10-Q filed on November 9, 2017, along with our other filings
with the U.S. Securities and Exchange Commission. Any
forward-looking statement made by us in this communication is based
only on information currently available to us and speaks only as of
the date of this report. 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 at www.sec.gov or www.Cision.com.
Use of Non-GAAP Financial Measures
Non-GAAP results are presented only as a supplement to our
financial statements based on US generally accepted accounting
principles (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, and non-GAAP measures should not be considered in
isolation or as a substitute for financial measures calculated in
accordance with GAAP. Reconciliations of the most directly
comparable GAAP measures to non-GAAP measures, such as Adjusted
EBITDA and Adjusted net income per share, are provided in the
schedules below in this release. We use non-GAAP measures in our
operational and financial decision-making, believing that it is
useful to exclude certain items in order 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. As a result,
internal management reports used during monthly operating reviews
include Adjusted EBITDA and Adjusted net income per share.
Additionally, we believe that the presentation of non-GAAP measures
provides information that is useful to investors as it indicates,
for example, our ability to meet capital expenditures and working
capital requirements and otherwise meet our obligations as they
become due. Investors are cautioned that non-GAAP financial
measures are not a substitute for GAAP disclosures. This
communication also includes certain forward-looking non-GAAP
financial measures. We are unable to present without unreasonable
efforts a reconciliation of forward-looking non-GAAP financial
information to the corresponding GAAP financial information because
management cannot reliably predict all of the necessary
information. Forward-looking non-GAAP financial information is
based on numerous assumptions, including assumptions with respect
to general business, economic, market, regulatory and financial
conditions and various other factors, all of which are difficult to
predict and many of which are beyond our control. Accordingly,
investors are cautioned not to place undue reliance on this
information.
Non-GAAP measures are frequently used by securities analysts,
investors, and other interested parties in their evaluation of
companies comparable to Cision, 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 an analytical tool. Non-GAAP measures
are not necessarily comparable to similarly titled measures used by
other companies. They are not presentations made in accordance with
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 performance measures in isolation from, or as a
substitute analysis for, results of operations as determined in
accordance with GAAP.
About Cision
Cision Ltd. (NYSE: CISN) is a leading
global provider of earned media software and services to public
relations and marketing communications professionals. Cision's
software allows users to identify key influencers, craft and
distribute strategic content, and measure meaningful impact. Cision
has over 3,000 employees with offices in 15 countries throughout
the Americas, EMEA, and APAC. For more information about its
award-winning products and services, including the Cision
Communications Cloud®, visit www.cision.com and follow Cision on
Twitter @Cision.
|
Cision Ltd. and
its Subsidiaries
|
|
Summary
Fourth Quarter 2017 Preliminary Unaudited Financial Results and
Prior Year
|
|
Summary Fourth
Quarter 2016 Financial Results
|
|
(in millions,
except for per share and share amounts)
|
|
(Unaudited)
|
|
|
Three
Months
Ended
December 31, 2016
|
|
Three
Months
Ended
December 31, 2017
|
|
Fiscal
Year
Ended
December 31, 2016
|
|
Fiscal
Year
Ended
December 31, 2017
|
|
Revenue
|
$148.5
|
|
$168.5 -
$169.0
|
|
$467.8
|
|
$631.0 -
$631.5
|
|
Adjusted
revenue
|
$149.0
|
|
$169.0 -
$169.5
|
|
$468.9
|
|
$632.5 -
$633.0
|
|
Operating
income
|
$2.0
|
|
$7.0 -
$7.5
|
|
($19.6)
|
|
$38.0 -
$38.5
|
|
Net income
(loss)
|
($23.8)
|
|
($23.2) -
($27.6)
|
|
($98.4)
|
|
($111.7) -
($116.1)
|
|
Net income (loss) per
share
|
($0.29)
|
|
($0.19) -
($0.23)
|
|
($1.20)
|
|
($1.09) -
($1.14)
|
|
Adjusted
EBITDA
|
$53.0
|
|
$60.6 -
$61.2
|
|
$162.2
|
|
$225.0 -
$225.5
|
|
Adjusted net
income
|
$7.9
|
|
$22.7 -
$22.9
|
|
$22.2
|
|
$58.3 -
$58.5
|
|
Adjusted net income
per diluted share (4)(5)
|
$0.10
|
|
$0.19 -
$0.19
|
|
$0.27
|
|
$0.57 -
$0.57
|
|
Cision Ltd. and
its Subsidiaries
|
|
Reconciliation of
Net Income (Loss) to EBITDA and Adjusted EBITDA
|
|
(in
millions)
|
|
(Unaudited)
|
|
|
Three
Months
Ended
December 31, 2016
|
|
Three
Months
Ended
December 31, 2017
|
|
Fiscal
Year
Ended
December 31, 2016
|
|
Fiscal
Year
Ended
December 31, 2017
|
|
Net income
(loss)
|
($23.8)
|
|
($23.2) -
($27.6)
|
|
($98.4)
|
|
($111.7) -
($116.1)
|
|
Depreciation and
amortization
|
$39.4
|
|
$35.9 -
$36.2
|
|
$127.0
|
|
$139.3 -
$139.6
|
|
Interest expense and
loss on extinguishment of debt
|
$35.7
|
|
$20.0 -
$20.3
|
|
$141.6
|
|
$168.2 -
$168.5
|
|
Provision (benefit)
from income taxes
|
($9.6)
|
|
$6.6 -
$10.2
|
|
($55.7)
|
|
($21.3) -
($17.4)
|
|
EBITDA
(1)(5)
|
$41.8
|
|
$39.1 -
$39.3
|
|
$114.5
|
|
$174.5 -
$174.6
|
|
Acquisition related
costs and expenses
|
$9.0
|
|
$16.2 -
$16.5
|
|
$45.0
|
|
$41.4 -
$41.7
|
|
Gain on sale of
business
|
-
|
|
-
|
|
-
|
|
($1.8) -
($1.8)
|
|
Stock-based
compensation expense
|
$1.3
|
|
$1.1 -
$1.2
|
|
$5.3
|
|
$4.1 -
$4.2
|
|
Deferred revenue
reduction from purchase accounting
|
$0.6
|
|
$0.6 -
$0.7
|
|
$1.2
|
|
$1.4 -
$1.4
|
|
Sponsor fees and
expenses
|
$0.1
|
|
-
|
|
$0.6
|
|
$0.3 -
$0.3
|
|
Unrealized
translation loss (gain)
|
$0.1
|
|
$3.4 -
$3.6
|
|
($4.4)
|
|
$5.1 -
$5.1
|
|
Adjusted EBITDA
(2)(5)
|
$53.0
|
|
$60.6 -
$61.2
|
|
$162.2
|
|
$225.0 -
$225.5
|
|
Cision Ltd. and
its Subsidiaries
|
|
Reconciliation of
Net Income (Loss) to Adjusted Net Income and Adjusted Net Income
per Diluted Share
|
|
(in millions,
except for per share and share amounts)
|
|
(Unaudited)
|
|
|
Three
Months
Ended
December 31, 2016
|
|
Three
Months
Ended
December 31, 2017
|
|
Fiscal
Year
Ended
December 31, 2016
|
|
Fiscal
Year
Ended
December 31, 2017
|
|
Net income
(loss)
|
($23.8)
|
|
($23.2) -
($27.6)
|
|
($98.4)
|
|
($111.7) -
($116.1)
|
|
Provision (benefit)
from income taxes
|
($9.6)
|
|
$6.6 -
$10.2
|
|
($55.7)
|
|
($21.3) -
($17.4)
|
|
Acquisition related
costs and expenses
|
$9.0
|
|
$16.2 -
$16.5
|
|
$45.0
|
|
$41.4 -
$41.7
|
|
Gain on sale of
business
|
-
|
|
-
|
|
-
|
|
($1.8) -
($1.8)
|
|
Stock-based
compensation expense
|
$1.3
|
|
$1.1 -
$1.2
|
|
$5.3
|
|
$4.1 -
$4.2
|
|
Deferred revenue
reduction from purchase accounting
|
$0.6
|
|
$0.6 -
$0.7
|
|
$1.2
|
|
$1.4 -
$1.4
|
|
Amortization related
to acquired intangible assets
|
$32.9
|
|
$29.2 -
$29.2
|
|
$102.0
|
|
$113.8 -
$113.8
|
|
Debt refinancing,
CPEC interest and debt extinguishment costs
|
$1.1
|
|
-
|
|
$37.5
|
|
$55.8 -
$55.9
|
|
Sponsor fees and
expenses
|
$0.1
|
|
-
|
|
$0.6
|
|
$0.3 -
$0.3
|
|
Unrealized
translation loss (gain)
|
$0.1
|
|
$3.4 -
$3.6
|
|
($4.4)
|
|
$5.1 -
$5.1
|
|
Adjusted income
(loss) before income taxes
|
$11.8
|
|
$33.9 -
$34.1
|
|
$33.1
|
|
$87.0 -
$87.2
|
|
Less: Income tax at
33% rate
|
($3.9)
|
|
($11.2) -
($11.3)
|
|
($10.9)
|
|
($28.7) -
($28.8)
|
|
Adjusted net income
(3)(5)
|
$7.9
|
|
$22.7 -
$22.9
|
|
$22.2
|
|
$58.3 -
$58.5
|
|
Pro forma
fully-diluted weighted average shares outstanding (4)(5)
|
82,076
|
|
121,918
|
|
82,076
|
|
102,035
|
|
Adjusted net income
per diluted share (4)(5)
|
$0.10
|
|
$0.19 -
$0.19
|
|
$0.27
|
|
$0.57 -
$0.57
|
|
|
(1) Cision defines
EBITDA as net income (loss), plus depreciation and amortization
expense, plus interest expense and loss on extinguishment of debt,
plus provision for (or minus benefit from) income taxes.
|
|
|
(2) Cision defines
Adjusted EBITDA as net income (loss), plus depreciation and
amortization expense, plus interest expense and loss on
extinguishment of debt, plus provision for (or minus benefit from)
income taxes, further adjusted for the following items: acquisition
related costs and expenses, stock-based compensation, deferred
revenue reduction from purchase accounting, (gains) losses related
to divested businesses or assets, sponsor fees and expenses, and
unrealized translation losses (gains). All of the items included in
the reconciliation from net income to Adjusted EBITDA are either
non-cash items or are items that we consider to be less useful in
assessing our operating performance. In the case of the non-cash
items, we believe that investors can better assess our operating
performance if the measures are presented without such items
because, unlike cash expenses, these adjustments do not affect our
ability to generate free cash flow or invest in our business. For
example, by excluding depreciation and amortization from EBITDA,
users can compare operating performance without regard to different
accounting determinations such as useful life. In the case of the
other items, we believe that investors can better assess operating
performance if the measures are presented without these items
because their financial impact does not reflect ongoing operating
performance.
|
|
|
(3) Cision defines
Adjusted net income as net income (loss) plus provision for (or
minus benefit from) income taxes, further adjusted for acquisition
related costs and expenses, (gains) losses related to divested
businesses or assets, stock-based compensation, deferred revenue
reduction from purchase accounting, amortization related to
acquired intangibles, debt refinancing, CPEC interest and debt
extinguishment costs, sponsor fees and expenses, and unrealized
translation losses (gains), which together, sum to Adjusted net
income (loss) before income taxes. Adjusted net income (loss)
before income taxes is then taxed at an assumed long term corporate
tax rate of 33% for 2017 and periods prior, and 26% for 2018 and
beyond, pursuant to our preliminary analysis with respect to recent
tax law changes, to determine Adjusted net income (loss). All of
the items included in the reconciliation from net income to
Adjusted net income are either non-cash items or are items that we
consider to be less useful in assessing our operating performance.
In the case of the non-cash items, we believe that investors can
better assess our operating performance if the measures are
presented without such items because, unlike cash expenses, these
adjustments do not affect our ability to generate free cash flow or
invest in our business. For example, by excluding the amortization
related to acquired intangibles, users can compare operating
performance without regard to highly variable amortization expenses
related to our acquisitions. In the case of the other items, we
believe that investors can better assess operating performance if
the measures are presented without these items because their
financial impact does not reflect ongoing operating
performance.
|
|
|
(4) Adjusted net
income per diluted share is defined as Adjusted net income (loss),
as defined above, divided by the fully-diluted pro forma weighted
average shares outstanding for the period. The fully-diluted pro
forma weighted average shares outstanding for the respective period
assume that the exchange of shares pursuant to our merger with
Capitol Acquisition III had taken effect as of the beginning of
such period. Additionally, for purposes of calculating the number
of fully diluted shares outstanding, we have excluded the potential
impact of dilution from outstanding warrants to purchase shares of
our common stock.
|
|
|
(5) Adjusted net
income (loss), Adjusted net income (loss) per diluted share,
EBITDA, and Adjusted EBITDA are used by many of our investors,
research analysts, investment bankers, and lenders to assess our
operating performance. For example, a measure similar to Adjusted
EBITDA is required by the lenders under our term loan and revolving
credit agreements.
|
Investor Contact:
Jack
Pearlstein
Chief Financial Officer
Jack.Pearlstein@Cision.com
Media Contact:
Nick
Bell
Vice President, Marketing Communications and Content
nick.bell@cision.com
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