CHICAGO, March 8, 2018 /CNW/ -- Cision Ltd. (NYSE:
CISN), a leading global provider of software and services to public
relations and marketing communications professionals, today
reported financial results for the fourth quarter and year
ended December 31, 2017.
Financial Highlights
Fourth Quarter 2017
- Revenue increased 13.8% to $169.0
million
- Revenue, excluding the impact from purchase accounting
increased 13.9% to $169.7
million
- Operating income increased 250% to $7.0
million
- Net loss grew by $10.7 million to
$34.5 million
- Adjusted EBITDA increased 15.5% to $61.2
million
- Adjusted net income increased 189.9% to $22.9 million
- Adjusted net income per diluted share increased 90% to
$0.19
Full Year 2017
- Revenue increased 35.0% to $631.6
million
- Revenue, excluding the impact from purchase accounting,
increased 35.0% to $633.1
million
- Operating income grew by a $57.6
million to $38.0 million
- Net loss grew by $24.6 million to
$123.0 million
- Adjusted EBITDA an increased 39.0% to $225.5 million
- Adjusted net income increased 163.5% to $58.5 million
- Adjusted net income per diluted share increased of 111.1% to
$0.57
"We are pleased to have delivered such strong 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 and the
impact of currency." Cision defines organic revenue growth as the
change in its total revenue excluding non-core revenues, calculated
on a constant currency basis after giving pro forma effect to all
acquisitions as though they had occurred at the beginning of the
applicable period.
Fourth Quarter Business Statistics and Operational
Highlights
- US cross-sell bookings of software and distribution of
$2.6 million in annual contract value
during the fourth quarter, bringing the total cross-sell bookings
within the US to $13.3 million since
the completion of the acquisition of PR Newswire;
- US cross-sell bookings of insights services of $0.4 million in annual contract value during the
fourth quarter, bringing the total cross-sell bookings within the
US to $0.9 million since the
completion of the acquisition of Bulletin Intelligence;
- The average number of subscription customers was approximately
39,600 during the quarter ended December 31,
2017, an increase of 3.7% versus the pro forma number of
subscription customers during the quarter ended December 31, 2016;
- The average annualized revenue per subscription customer was
approximately $9,984 during the
quarter ended December 31, 2017.
Excluding the impact of currency, this represented a 1.8% increase
versus the pro forma average annualized revenue per subscription
customer during the quarter ended December
31, 2016;
- Approximately 41,500 customers purchased services from us on a
transaction basis during the quarter ended December 31, 2017, representing a decrease of
2.6% in the number of pro forma customers that purchased services
from us on a transaction basis during the quarter ended
December 31, 2016;
- The average revenue per customer that purchased services from
us on a transaction basis was $1,421
during the quarter ended December 31,
2017. Excluding the impact of currency, this represented a
3.8% increase versus the average revenue per pro forma customer
that purchased services from us on a transaction basis during the
quarter ended December 31, 2016;
- Americas revenues were $118.1
million for the quarter ended December 31, 2017, a 3.8% increase versus the
quarter ended December 31,
2016;
- EMEA revenues were $43.7 million
for the quarter ended December 31,
2017, a 47.9% increase versus the quarter ended December 31, 2016; and
- APAC revenues were $7.2 million
for the quarter ended December 31,
2017, a 39.4% increase versus the quarter ended December 31, 2016.
Updated Full Year 2018 Outlook
Our updated outlook for
the full year ending December 31,
2018 appears below (all figures in millions, except per
share amounts). These estimates are based on a number of
assumptions that management believes to be reasonable and reflect
the Company's expectations as of the date of this release. Actual
results may differ materially from these estimates as a result of
various factors, and the Company refers you to the cautionary
language regarding "Forward Looking Statements" included in this
press release when considering this information.
|
Initial
|
|
Updated
|
Revenue
|
$716 -
$726
|
|
$720 - $730
|
Revenue, excluding
the impact from purchase accounting
|
$720 -
$730
|
|
$724- $734
|
Net income
|
$2 - $4
|
|
($1) - $2
|
Adjusted
EBITDA
|
$248 -
$254
|
|
$250 - $256
|
Adjusted net
income
|
$105 -
$110
|
|
$106 - $111
|
Adjusted net income
per diluted share
|
$0.86 -
$0.88
|
|
$0.87 - $0.89
|
|
|
|
|
Additionally, for the full year ending December 31, 2018, we expect (all figures in
millions):
|
Initial
|
|
Updated
|
Depreciation
expense
|
$23 - $26
|
|
$31 - $33
|
Amortization
expense
|
$112 -
$115
|
|
$112 -
$115
|
Amortization expense
included in cost of revenue
|
$22 - $24
|
|
$22 - $24
|
Interest
expense
|
$81 - $84
|
|
$80 - $83
|
Debt extinguishment
costs
|
$9 - $10
|
|
$6 - $7
|
Interest expense, net
of debt extinguishment costs
|
$72 - $74
|
|
$74 - $76
|
Cash interest
expense
|
$61 - $64
|
|
$62 - $65
|
Stock-based
compensation
|
$5 - $6
|
|
$5 - $6
|
Capital expenditures,
inclusive of capitalized software development
|
$30 - $35
|
|
$30 - $35
|
The updated outlook above assumes LIBOR of approximately 1.9%,
and EURIBOR of approximately 0%, the inclusion of a full year of
results from our acquisition of CEDROM, and the inclusion of 11
months of results from our acquisition of PRIME Research. CEDROM's
pro forma revenues for the 12 months ended December 31, 2017 were approximately $15 million, and PRIME Research's Proforma
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 and Full Year 2017 Conference Call
Details
As previously announced, we will hold a conference call to
review our fourth quarter and full year 2017 financial results via
conference call on Thursday, March
8th at 5:00 pm EDT. To hear
the live event, visit the Cision investor website at
http://investors.cision.com, or dial 1-877-870-4263 (participant
dial in toll free) or 1-412-317-0790 (participant dial in
International). The conference call will be simultaneously webcast
on the Investor Relations section of the our 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, including statements
regarding our future financial and operating performance, including
our outlook and guidance. 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.
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
|
Condensed
Consolidated Balance Sheets
|
As of December 31,
2017 and December 31, 2016
|
(in
thousands, except per share and share amounts)
|
(Unaudited)
|
|
|
|
|
|
2017
|
|
2016
|
|
Assets
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
148,654
|
|
$
35,135
|
|
|
Restricted
cash
|
75
|
|
627
|
|
|
Accounts receivable,
net
|
113,008
|
|
87,605
|
|
|
Prepaid expenses and
other current assets
|
19,821
|
|
16,225
|
|
|
|
Total current
assets
|
281,558
|
|
139,592
|
|
Property and
equipment, net
|
53,578
|
|
47,947
|
|
Other intangible
assets, net
|
456,291
|
|
511,210
|
|
Goodwill
|
|
1,136,403
|
|
1,079,518
|
|
Other
assets
|
|
7,528
|
|
8,801
|
|
|
|
Total
assets
|
$1,935,358
|
|
$1,787,068
|
|
Liabilities,
Mandatorily Redeemable Equity and Stockholders' Equity
(Deficit)
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
Current portion of
long-term debt
|
$
13,349
|
|
$
11,171
|
|
|
Due to Cision Owner,
Convertible Preferred Equity Certificates
|
-
|
|
443,102
|
|
|
Accounts
payable
|
13,327
|
|
8,723
|
|
|
Accrued compensation
and benefits
|
25,873
|
|
26,109
|
|
|
Other accrued
expenses
|
73,483
|
|
54,862
|
|
|
Current portion of
deferred revenue
|
140,351
|
|
119,600
|
|
|
|
Total current
liabilities
|
266,383
|
|
663,567
|
|
Long-term debt, net
of current portion
|
1,266,121
|
|
1,383,877
|
|
Deferred revenue, net
of current portion
|
1,412
|
|
961
|
|
Deferred tax
liability
|
62,617
|
|
83,209
|
|
Other
liabilities
|
22,456
|
|
14,507
|
|
|
|
Total
liabilities
|
1,618,989
|
|
2,146,121
|
|
Series A-1 and Series
C-2 mandatorily redeemable stockholders'
equity, 5,498,688
shares authorized, issued and outstanding at December 31,
2016
|
-
|
|
701
|
|
Stockholders' equity
(deficit):
|
|
|
|
|
|
Preferred stock,
$0.0001 par value, 20,000,000 shares authorized; no shares
issued at December 31, 2017 and
2016
|
-
|
|
-
|
|
|
Common stock, $0.0001
par value, 480,000,000 shares authorized; 122,634,922 and
28,369,644 shares issued and
outstanding at December 31, 2017 and 2016, respectively
|
12
|
|
3
|
|
|
Additional paid-in
capital
|
771,813
|
|
11,448
|
|
|
Accumulated other
comprehensive loss
|
(35,111)
|
|
(73,902)
|
|
|
Accumulated
deficit
|
(420,345)
|
|
(297,303)
|
|
|
|
Total stockholders'
equity (deficit)
|
316,369
|
|
(359,754)
|
|
|
|
Total
liabilities, mandatorily redeemable equity and stockholders' equity
(deficit)
|
$1,935,358
|
|
$1,787,068
|
Cision Ltd. and
its Subsidiaries
|
Condensed
Consolidated Statements of Operations and Comprehensive
Loss
|
For the Years
Ended December 31, 2017 and December 31, 2016
|
(in thousands,
except per share and share amounts)
|
(Unaudited)
|
|
|
|
|
|
2017
|
|
2016
|
Revenue
|
$
631,637
|
|
$
467,772
|
Cost of
revenue
|
200,836
|
|
162,583
|
|
|
Gross
profit
|
430,801
|
|
305,189
|
|
|
|
|
|
|
|
Operating costs and
expenses:
|
|
|
|
|
Sales and
marketing
|
114,750
|
|
92,594
|
|
Research and
development
|
22,102
|
|
19,445
|
|
General and
administrative
|
166,759
|
|
135,737
|
|
Amortization of
intangible assets
|
89,159
|
|
77,058
|
|
|
Total operating costs
and expenses
|
392,770
|
|
324,834
|
|
|
Operating income
(loss)
|
38,031
|
|
(19,645)
|
|
|
|
|
|
|
|
Non operating income
(loss):
|
|
|
|
|
Foreign exchange
(losses) gains
|
(5,458)
|
|
6,299
|
|
Interest and other
income, net
|
2,132
|
|
831
|
|
Interest
expense
|
(116,466)
|
|
(117,997)
|
|
Loss on
extinguishment of debt
|
(51,872)
|
|
(23,591)
|
|
|
Total non operating
loss
|
(171,664)
|
|
(134,458)
|
|
|
Loss before income
taxes
|
(133,633)
|
|
(154,103)
|
Benefit from income
taxes
|
(10,591)
|
|
(55,691)
|
|
|
Net loss
|
$
(123,042)
|
|
$
(98,412)
|
Other comprehensive
income (loss) -
foreign currency
translation adjustments
|
38,791
|
|
(58,929)
|
|
|
Comprehensive
loss
|
$
(84,251)
|
|
$
(157,341)
|
|
|
|
|
|
|
|
Net loss per
share:
|
|
|
|
|
Basic and
Diluted
|
$
(1.63)
|
|
$
(3.47)
|
Weighted average
shares outstanding used
in computing per
share amounts:
|
|
|
|
|
|
|
|
|
Basic and
Diluted
|
75,696,880
|
|
28,369,644
|
Cision Ltd. and
its Subsidiaries
|
Condensed
Consolidated Statements of Cash Flows
|
For the Years
Ended December 31, 2017 and December 31, 2016
|
(in
thousands)
|
(Unaudited)
|
|
|
|
|
|
2017
|
|
2016
|
Cash flows from
operating activities
|
|
|
|
Net loss
|
$
(123,042)
|
|
$
(98,412)
|
Adjustments to
reconcile net loss to net cash provided by operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
139,474
|
|
126,983
|
|
Non-cash interest
charges and amortization of debt discount and deferred financing
costs
|
63,262
|
|
34,439
|
|
Non-cash yield on
Convertible Preferred Equity Certificates
|
2,292
|
|
13,080
|
|
Equity-based
compensation expense
|
4,138
|
|
5,302
|
|
Provision for
doubtful accounts
|
3,493
|
|
2,572
|
|
Deferred income
taxes
|
(23,278)
|
|
(69,115)
|
|
Unrealized currency
translation losses (gains)
|
5,011
|
|
(4,350)
|
|
Gain on sale of
business
|
(1,785)
|
|
|
|
Other
|
(194)
|
|
(234)
|
|
Changes in operating
assets and liabilities, net of acquisitions and
disposals:
|
|
|
|
|
|
Accounts
receivable
|
(6,349)
|
|
(1,547)
|
|
|
Prepaid expenses and
other current assets
|
1,579
|
|
4,227
|
|
|
Other
assets
|
737
|
|
4,376
|
|
|
Accounts
payable
|
(3,831)
|
|
(807)
|
|
|
Accrued compensation
and benefits
|
(6,235)
|
|
8,228
|
|
|
Other accrued
expenses
|
4,068
|
|
(1,564)
|
|
|
Deferred
revenue
|
4,887
|
|
(7,362)
|
|
|
Other
liabilities
|
4,621
|
|
1,557
|
|
|
|
Net cash provided by
operating activities
|
68,848
|
|
17,373
|
|
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
Purchases of property
and equipment
|
(10,734)
|
|
(7,382)
|
Software development
costs
|
(14,953)
|
|
(11,738)
|
Acquisitions of
businesses, net of cash acquired of $12,354 and $9,071
|
(78,528)
|
|
(804,194)
|
Proceeds from
disposal of business
|
23,675
|
|
3,998
|
Change in restricted
cash
|
552
|
|
(100)
|
|
|
|
Net cash used in
investing activities
|
(79,988)
|
|
(819,416)
|
|
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
Proceeds from
revolving credit facility
|
5,000
|
|
33,475
|
Repayment under
revolving credit facility
|
(38,475)
|
|
-
|
Proceeds from
issuance of Convertible Preferred Equity Certificates to Cision
Owner
|
-
|
|
136,025
|
Payment of amounts
due to Cision Owner
|
(1,940)
|
|
-
|
Proceeds from term
credit facility net of debt discount of $10,466 and
$10,091
|
1,350,259
|
|
1,364,070
|
Repayments of term
credit facility
|
(1,497,838)
|
|
(724,930)
|
Payments on capital
lease obligations
|
(171)
|
|
(287)
|
Proceeds from
issuance of equity
|
305,110
|
|
-
|
|
|
|
Net cash provided by
financing activities
|
121,945
|
|
808,353
|
Effect of exchange
rate changes on cash and cash equivalents
|
2,714
|
|
(1,781)
|
|
|
|
Increase in cash and
cash equivalents
|
113,519
|
|
4,529
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
|
Beginning of
year
|
35,135
|
|
30,606
|
End of
year
|
$
148,654
|
|
$
35,135
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flows information
|
|
|
|
Cash paid during the
year for:
|
|
|
|
Interest
|
$
102,400
|
|
$
94,615
|
Income
taxes
|
10,250
|
|
5,582
|
Supplemental non-cash
information:
|
|
|
|
Issuance of
securities by Cision Owner in connection with
acquisitions
|
7,000
|
|
40,000
|
|
Non-cash contribution
from Cision Owner in connection with merger
|
451,139
|
|
-
|
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 EBITDA,
Adjusted EBITDA, and Adjusted net income per share, are provided
within the schedules attached to 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 diluted 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.
Cision Ltd. and
its Subsidiaries
|
Reconciliation of
Net Loss to EBITDA and Adjusted EBITDA
|
(in
millions)
|
(Unaudited)
|
|
|
Three
Months
Ended
December
31, 2017
|
|
Three
Months
Ended
December
31, 2016
|
|
Year Ended
December
31, 2017
|
|
Year Ended
December
31, 2016
|
Net loss
|
($34.5)
|
|
($23.8)
|
|
($123.0)
|
|
($98.4)
|
Depreciation and
amortization
|
$36.1
|
|
$39.5
|
|
$139.5
|
|
$127.0
|
Interest expense and
loss on extinguishment of debt
|
$20.2
|
|
$35.8
|
|
$168.3
|
|
$141.6
|
Provision (benefit)
from income taxes
|
$17.3
|
|
($9.6)
|
|
($10.6)
|
|
($55.7)
|
EBITDA
|
$39.1
|
|
$41.8
|
|
$174.2
|
|
$114.5
|
Acquisition related
costs and expenses
|
$16.7
|
|
$9.0
|
|
$42.2
|
|
$45.0
|
Gain on sale of
business
|
-
|
|
-
|
|
($1.8)
|
|
-
|
Stock-based
compensation
|
$1.2
|
|
$1.3
|
|
$4.1
|
|
$5.3
|
Deferred revenue
reduction from purchase accounting
|
$0.7
|
|
$0.6
|
|
$1.5
|
|
$1.2
|
Sponsor fees and
expenses
|
-
|
|
$0.1
|
|
$0.3
|
|
$0.6
|
Unrealized
translation loss (gain)
|
$3.5
|
|
$0.1
|
|
$5.0
|
|
($4.4)
|
Adjusted
EBITDA
|
$61.2
|
|
$53.0
|
|
$225.5
|
|
$162.2
|
Cision Ltd. and
its Subsidiaries
|
Reconciliation of
Net 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, 2017
|
|
Three
Months
Ended
December
31, 2016
|
|
Year Ended
December
31, 2017
|
|
Year Ended
December
31, 2016
|
Net loss
|
($34.5)
|
|
($23.8)
|
|
($123.0)
|
|
($98.4)
|
Provision (benefit)
from income taxes
|
$17.3
|
|
($9.6)
|
|
($10.6)
|
|
($55.7)
|
Acquisition related
costs and expenses
|
$16.7
|
|
$9.0
|
|
$42.2
|
|
$45.0
|
Gain on sale of
business
|
-
|
|
-
|
|
($1.8)
|
|
-
|
Stock-based
compensation
|
$1.2
|
|
$1.3
|
|
$4.1
|
|
$5.3
|
Deferred revenue
reduction from purchase accounting
|
$0.7
|
|
$0.6
|
|
$1.5
|
|
$1.2
|
Amortization related
to acquired intangible assets
|
$29.2
|
|
$33.0
|
|
$113.8
|
|
$102.0
|
CPEC interest and
loss on extinguishment of debt
|
-
|
|
$1.1
|
|
$55.9
|
|
$37.5
|
Sponsor fees and
expenses
|
-
|
|
$0.1
|
|
$0.3
|
|
$0.6
|
Unrealized
translation loss (gain)
|
$3.5
|
|
$0.1
|
|
$5.0
|
|
($4.4)
|
Adjusted Income
before income taxes
|
$34.1
|
|
$11.8
|
|
$87.4
|
|
$33.1
|
Less: Income tax at
33% rate
|
($11.2)
|
|
($3.9)
|
|
($28.8)
|
|
($10.9)
|
Adjusted net
income
|
$22.9
|
|
$7.9
|
|
$58.5
|
|
$22.2
|
Pro forma
fully-diluted weighted average shares outstanding
|
121,918
|
|
82,076
|
|
102,035
|
|
82,076
|
Adjusted net income
per diluted share
|
$0.19
|
|
$0.10
|
|
$0.57
|
|
$0.27
|
Cision Ltd. and
its Subsidiaries
|
Reconciliation of
Net Cash Provided by Operating Activities to Adjusted Net Cash
Provided by Operating Activities
|
(in
millions)
|
(Unaudited)
|
|
|
Three
Months
Ended
December
31, 2017
|
|
Three
Months
Ended
December
31, 2016
|
|
Year Ended
December
31, 2017
|
|
Year Ended
December
31, 2016
|
Net cash provided by
operating activities
|
$30.5
|
|
$14.7
|
|
$68.8
|
|
$17.4
|
Acquisition
related costs and expenses
|
$16.7
|
|
$9.0
|
|
$42.2
|
|
$45.0
|
Adjusted net cash
provided by operating activities
|
$47.2
|
|
$23.7
|
|
$110.9
|
|
$62.4
|
(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 EBITDA, further adjusted
for 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, CPEC interest and losses on
extinguishment of debt, 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
US tax law changes, to determine Adjusted net income. The enactment
of the Tax Cuts and Jobs Act in December
2017 resulted in a provisional net one-time tax of
$11.9 million in the fourth quarter
of 2017 based on a reasonable estimate of the income tax effects,
primarily from a tax on accumulated foreign earnings, the
remeasurement of deferred tax assets and liabilities and new
limitations on the deductibility of interest. Our calculation of
Adjusted net income excludes this provisional net one-time tax. We
continue to finalize the analysis of the tax reform provisions in
2018. 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, 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, and stock options and
restricted units issued and outstanding pursuant to our 2017
Omnibus Incentive Plan. Using our average share price of
$12.34 for the three months ended
December 31, 2017, our fully-diluted
pro forma weighted average shares outstanding for the three months
ended December 31, 2017 would have
been approximately 123.6 million had we incorporated the dilutive
effects of the warrants, stock options and restricted units.
(5) Adjusted net cash provided by operating activities is
defined as net cash provided by operating activities adjusted for
acquisition related costs and expenses.
(6) Adjusted net income (loss), Adjusted net income (loss) per
diluted share, EBITDA, Adjusted EBITDA, and Adjusted net cash
provided by (used in) operating activities 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 2017 First
Lien Credit Facility.
Investor Contact:
Jack
Pearlstein
Chief Financial Officer
Jack.Pearlstein@cision.com
Media Contact:
Nick
Bell
Vice President, Marketing Communications and Content
CisionPR@cision.com
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SOURCE Cision Ltd.