CHICAGO, Aug. 8, 2018 /PRNewswire/ -- 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 quarter ended June 30, 2018.
All data presented below is compared to the second quarter of
2017, unless otherwise noted.
Second Quarter 2018 Financial Highlights
- Revenue increased 19.3% to $187.5
million
- Revenue, excluding the impact from purchase accounting,
increased 19.4% to $187.8
million
- Operating income increased 114.5% to $22.3 million
- Net loss decreased 66.2% to $6.5
million
- Adjusted EBITDA increased 13.1% to $66.2
million
- Adjusted net income increased 153.4% to $29.4 million
- Adjusted net income per share increased 64.3% to $0.23
"We are pleased to have delivered another solid quarter of
financial results," 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 our strategic and operational plans,
and driving toward our long-term financial goals. This focus
resulted in second quarter pro forma organic revenue growth of 2.5%
after adjusting for non-core revenues and the impact of currency,
an approximate 50 basis-point increase from the first quarter."
Second Quarter Business Statistics and Operational
Highlights
- Americas revenues increased 6.0% to $126.9 million
- EMEA revenues increased 65.7% to $51.9
million
- APAC revenues increased 42.6% to $8.6
million
- Non-core revenues declined 54.7% to $1.0
million
- Average pro forma subscription customers, including PRIME
Research, increased 1.0% to approximately 41,200
- Average annualized pro forma revenue per subscription customer,
including PRIME Research and excluding the impact of currency,
increased 2.8% to approximately $11,200
- Customers that purchased services from us on a transaction
basis, including PRIME Research, decreased 6.7% to approximately
41,200
- Average pro forma revenue per customer that purchased services
from us on a transaction basis, including PRIME Research and
excluding the impact of currency, increased 6.2% to approximately
$1,465
- Cross-sell bookings of software, distribution and insights in
the United States increased 72.5%
to approximately $3.0 million
- Cision Communications Cloud® platform customers at
June 30, 2018 were approximately
8,300
Long-Term Debt
As of June 30, 2018, we had
approximately $987.2 million of
outstanding dollar-denominated term loans and approximately €248.1
million of outstanding Euro-denominated term loans. During the
second quarter, we reduced our outstanding dollar-denominated term
loan by making an aggregate of $40.0
million of voluntary prepayments pursuant to the terms of
our 2017 First Lien Credit Facility, comprised of a $30.0 million voluntary prepayment on
April 30, 2018 and a $10.0 million voluntary prepayment on
June 29, 2018.
Subscription and Transaction Customer Trends
Our average pro forma subscription customers, average annualized
pro forma revenue per subscription customer, number of customers
that purchased services from us on a transaction basis, and average
pro forma revenue per customer that purchased services from us on a
transaction basis appear in the table below for the most recent six
fiscal quarters. All of the figures below include PRIME Research
and all dollar figures have been adjusted to exclude the impact of
changes in foreign currency.
|
Q1
2017
|
Q2
2017
|
Q3
2017
|
Q4
2017
|
Q1
2018
|
Q2
2018
|
Q2 2018
compared to
Q2 2017
|
Average pro forma
subscription customers
|
39,761
|
40,833
|
40,532
|
40,628
|
40,252
|
41,249
|
1.0%
|
Average annualized
pro forma revenue per subscription customer
|
$10,911
|
$10,925
|
$11,144
|
$11,272
|
$11,200
|
$11,225
|
2.8%
|
Pro forma transaction
customers
|
42,588
|
44,131
|
40,829
|
41,670
|
40,216
|
41,172
|
(6.7%)
|
Average pro forma
revenue per transaction customer
|
$1,314
|
$1,380
|
$1,296
|
$1,416
|
$1,392
|
$1,465
|
6.2%
|
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.
|
Previous
|
|
Updated
|
Revenue
|
$722 -
$732
|
|
$722 -
$730
|
Revenue, excluding
the impact from purchase accounting
|
$724 -
$734
|
|
$724 -
$732
|
Net income
|
$8 - $10
|
|
($6) - $6
|
Adjusted
EBITDA
|
$250 -
$256
|
|
$249 -
$253
|
Adjusted net
income
|
$107 -
$111
|
|
$106 -
$109
|
Adjusted net income
per diluted share
|
$0.84 -
$0.86
|
|
$0.83 -
$0.85
|
Pro-forma fully
diluted weighted average shares outstanding
|
128.3
|
|
128.3
|
Additionally, for the full year ending December 31, 2018, we expect (all figures in
millions):
|
Previous
|
|
Updated
|
Depreciation
expense
|
$31 - $33
|
|
$30 - $32
|
Amortization
expense
|
$106 -
$110
|
|
$105 -
$107
|
Amortization expense
included in cost of revenue
|
$23 - $25
|
|
$23 - $24
|
Interest
expense
|
$79 - $82
|
|
$78 - $80
|
Debt extinguishment
costs
|
$2 - $3
|
|
$4 - $5
|
Interest expense, net
of debt extinguishment costs
|
$77 - $79
|
|
$74 - $76
|
Cash interest
expense
|
$64 - $66
|
|
$64 - $66
|
Stock-based
compensation
|
$5 - $6
|
|
$4 - $5
|
Capital expenditures,
inclusive of capitalized software development
|
$32 - $36
|
|
$34 - $36
|
The updated outlook above assumes three-month LIBOR of
approximately 2.3% and three-month EURIBOR of approximately 0.0%.
The above outlook also incorporates a change from the prior quarter
with respect to our exchange rate assumptions for the second
half of 2018. This change in our exchange rate assumptions for
the British Pound, the Euro, the Canadian Dollar and other
currencies reduced our revenue outlook for 2018 by approximately
$5.7 million and reduced our
updated Adjusted EBITDA outlook for 2018 by approximately
$1.7 million. Additionally, we
anticipate that the acquisition of certain ShareIQ assets will
increase costs by approximately $1.0
million in the second half of 2018. The change in our
exchange rate assumptions combined with the increased costs from
ShareIQ reduced our updated Adjusted net income per diluted share
outlook for 2018 by $0.02. Excluding
the impact of the change in our exchange rate assumptions and our
acquisition of certain ShareIQ assets, our updated revenue outlook,
including the impact from purchase accounting would have been
$728 million to $736 million, our updated Adjusted EBITDA outlook
would have been $252 million to
$256 million, and our updated
Adjusted net income per diluted share outlook would have been
$0.85 to $0.87. Our previous and updated assumptions for
the British Pound, the Euro and the Canadian Dollar appear
below:
|
Previous
|
|
Updated
|
GBP to USD
|
1.35
|
|
1.30
|
EUR to USD
|
1.20
|
|
1.16
|
CAD to USD
|
0.79
|
|
0.77
|
Our outlook for 2018 excludes the impact of any future
acquisitions, divestitures, additional voluntary prepayments of our
2017 First Lien Credit Facility, refinancings or repricings of our
2017 First Lien Credit Facility or other unanticipated events. See
discussion of non-GAAP financial measures below in this
release.
Second Quarter 2018 Conference Call Details
As previously announced, we will hold a conference call to
review our second quarter 2018 financial results via conference
call on Wednesday, August 8th at
5:00 pm EDT. To hear the live event,
visit the Cision investor website at http://investors.cision.com,
or dial 1-877-443-4809 (participant dial-in toll free) or
1-412-317-5235 (participant dial-in International). The conference
call will be simultaneously webcast on the Investor Relations
section of 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. 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
annual report on Form 10-K filed on March
13, 2018, 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
release. 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 4,000 employees with
offices in 19 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 June 30,
2018 and December 31, 2017
|
(in thousands,
except per share and share amounts)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
82,967
|
|
$
148,654
|
|
Accounts receivable,
net
|
115,896
|
|
113,008
|
|
Prepaid expenses and
other current assets
|
23,504
|
|
19,896
|
|
|
Total current
assets
|
222,367
|
|
281,558
|
Property and
equipment, net
|
53,874
|
|
53,578
|
Other intangible
assets, net
|
430,228
|
|
456,291
|
Goodwill
|
1,180,072
|
|
1,136,403
|
Other
assets
|
5,871
|
|
7,528
|
|
|
Total
assets
|
$
1,892,412
|
|
$
1,935,358
|
Liabilities and
Stockholders' Equity
|
|
|
|
Current
liabilities:
|
|
|
|
|
Current portion of
long-term debt
|
$
13,269
|
|
$
13,349
|
|
Accounts
payable
|
15,928
|
|
13,327
|
|
Accrued compensation
and benefits
|
22,809
|
|
25,873
|
|
Other accrued
expenses
|
74,602
|
|
73,483
|
|
Current portion of
deferred revenue
|
148,005
|
|
140,351
|
|
|
Total current
liabilities
|
274,613
|
|
266,383
|
Long-term debt, net
of current portion
|
1,218,581
|
|
1,266,121
|
Deferred revenue, net
of current portion
|
1,298
|
|
1,412
|
Deferred tax
liability
|
64,180
|
|
62,617
|
Other
liabilities
|
21,271
|
|
22,456
|
|
|
Total
liabilities
|
1,579,943
|
|
1,618,989
|
Stockholders'
equity:
|
|
|
|
|
Preferred stock,
$0.0001 par value, 20,000,000 shares authorized; no
shares issued and outstanding at June 30, 2018 and
December 31, 2017
|
-
|
|
-
|
|
Common stock, $0.0001
par value, 480,000,000 shares authorized; 130,713,555 and
122,634,922 shares issued and outstanding at June 30,
2018 and December 31, 2017, respectively
|
13
|
|
12
|
|
Additional paid-in
capital
|
794,165
|
|
771,813
|
|
Accumulated other
comprehensive loss
|
(53,428)
|
|
(35,111)
|
|
Accumulated
deficit
|
(428,281)
|
|
(420,345)
|
|
|
Total stockholders'
equity
|
312,469
|
|
316,369
|
|
|
Total
liabilities and stockholders' equity
|
$
1,892,412
|
|
$
1,935,358
|
Cision Ltd. and
its Subsidiaries
|
|
Condensed
Consolidated Statements of Operations and Comprehensive
Loss
|
|
(in
thousands, except per share and share amounts)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
Six months ended June
30,
|
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Revenue
|
$
187,475
|
|
$
157,131
|
|
$
366,768
|
|
$
302,949
|
|
Cost of
revenue
|
66,757
|
|
49,218
|
|
131,035
|
|
94,284
|
|
|
|
Gross
profit
|
120,718
|
|
107,913
|
|
235,733
|
|
208,665
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and
expenses:
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
28,299
|
|
28,010
|
|
57,978
|
|
55,300
|
|
|
Research and
development
|
8,290
|
|
5,566
|
|
14,990
|
|
11,018
|
|
|
General and
administrative
|
41,538
|
|
41,460
|
|
87,760
|
|
81,692
|
|
|
Amortization of
intangible assets
|
20,264
|
|
22,466
|
|
40,514
|
|
43,477
|
|
|
|
Total operating costs
and expenses
|
98,391
|
|
97,502
|
|
201,242
|
|
191,487
|
|
|
|
Operating
income
|
22,327
|
|
10,411
|
|
34,491
|
|
17,178
|
|
|
|
|
|
|
|
|
|
|
|
|
Non operating income
(expense):
|
|
|
|
|
|
|
|
|
|
Foreign exchange
gain (losses)
|
15,964
|
|
(686)
|
|
8,081
|
|
(2,634)
|
|
|
Interest and other
income, net
|
348
|
|
224
|
|
92
|
|
2,273
|
|
|
Interest
expense
|
(20,474)
|
|
(36,328)
|
|
(40,162)
|
|
(73,243)
|
|
|
Loss on
extinguishment of debt
|
-
|
|
-
|
|
(2,432)
|
|
-
|
|
|
|
Total non operating
loss
|
(4,162)
|
|
(36,790)
|
|
(34,421)
|
|
(73,604)
|
|
|
|
Income (loss) before
income taxes
|
18,165
|
|
(26,379)
|
|
70
|
|
(56,426)
|
|
Provision for
(benefit from) income taxes
|
24,628
|
|
(7,231)
|
|
6,946
|
|
(14,285)
|
|
|
|
Net loss
|
$
(6,463)
|
|
$
(19,148)
|
|
$
(6,876)
|
|
$
(42,141)
|
|
Other comprehensive
income (loss) - foreign currency translation
adjustments
|
(25,392)
|
|
16,700
|
|
(18,317)
|
|
22,594
|
|
|
|
Comprehensive
loss
|
$
(31,855)
|
|
$
(2,448)
|
|
$
(25,193)
|
|
$
(19,547)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per
share:
|
|
|
|
|
|
|
|
|
|
Basic and
diluted
|
$
(0.05)
|
|
$
(0.63)
|
|
$
(0.05)
|
|
$
(1.43)
|
|
Weighted average
shares outstanding used in computing per share amounts:
|
|
|
|
|
|
|
|
|
|
Basic and
diluted
|
127,392,151
|
|
30,394,760
|
|
125,678,727
|
|
29,387,796
|
|
|
|
|
|
|
|
|
|
|
|
Cision Ltd. and
its Subsidiaries
|
Condensed
Consolidated Statements of Cash Flows
|
For the Six Months
Ended June 30, 2018 and June 30, 2017
|
(in
thousands)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Cash flows from
operating activities
|
|
|
|
Net loss
|
$
(6,876)
|
|
$
(42,141)
|
Adjustments to
reconcile net loss to net cash provided by operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
66,878
|
|
67,290
|
|
Non-cash interest
charges and amortization of debt discount and deferred financing
costs
|
7,301
|
|
12,577
|
|
Equity-based
compensation expense
|
2,210
|
|
1,926
|
|
Provision for
doubtful accounts
|
3,015
|
|
1,125
|
|
Deferred income
taxes
|
2,549
|
|
(15,451)
|
|
Unrealized currency
translation losses (gains)
|
(8,249)
|
|
2,394
|
|
Gain on sale of
business
|
-
|
|
(1,785)
|
|
Other
|
86
|
|
(168)
|
|
Changes in operating
assets and liabilities, net of effects of acquisitions and
disposal:
|
|
|
|
|
|
Accounts
receivable
|
277
|
|
4,104
|
|
|
Prepaid expenses and
other current assets
|
(3,131)
|
|
(766)
|
|
|
Other
assets
|
(168)
|
|
170
|
|
|
Accounts
payable
|
1,877
|
|
(1,437)
|
|
|
Accrued compensation
and benefits
|
(3,347)
|
|
(10,764)
|
|
|
Other accrued
expenses
|
(7,097)
|
|
481
|
|
|
Deferred
revenue
|
8,743
|
|
2,537
|
|
|
Other
liabilities
|
(435)
|
|
(1,984)
|
|
|
|
Net cash provided by
operating activities
|
63,633
|
|
18,108
|
|
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
Purchases of property
and equipment
|
(6,860)
|
|
(5,273)
|
Software development
costs
|
(8,197)
|
|
(7,408)
|
Acquisitions of
businesses, net of cash received of $2,711 and $12,355
|
(62,713)
|
|
(54,992)
|
Proceeds from
disposal of business
|
-
|
|
23,675
|
Change in restricted
cash
|
5
|
|
607
|
|
|
|
Net cash used in
investing activities
|
(77,765)
|
|
(43,391)
|
|
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
Payment of amounts
due to Cision Owner
|
-
|
|
(1,940)
|
Proceeds from term
credit facility, net of debt discount of $1,108
|
-
|
|
28,892
|
Repayments of term
credit facility
|
(46,676)
|
|
(5,650)
|
Payments on capital
lease obligations
|
-
|
|
(114)
|
Payments of deferred
financing costs
|
(294)
|
|
-
|
Proceeds from merger
and recapitalization
|
-
|
|
305,210
|
Payment of contingent
consideration
|
(2,873)
|
|
–
|
|
|
|
Net cash provided by
(used in) financing activities
|
(49,843)
|
|
326,398
|
Effect of exchange
rate changes on cash and cash equivalents
|
(1,712)
|
|
1,409
|
|
|
|
Increase (decrease)
in cash and cash equivalents
|
(65,687)
|
|
302,524
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
|
Beginning of
period
|
148,654
|
|
35,135
|
End of the
period
|
$
82,967
|
|
$
337,659
|
|
|
|
|
|
|
|
Supplemental
non-cash information
|
|
|
|
Issuance of
securities by Cision Owner in Connection with
acquisitions
|
$
-
|
|
$
7,000
|
Non-cash contribution
from Cision Owner in connection with merger
|
-
|
|
451,139
|
Issuance of shares
for acquisition
|
20,143
|
|
-
|
Use of Non-GAAP Financial Measures
Non-GAAP results are presented only as a supplement to our
financial statements based on U.S. 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 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, Adjusted net income per diluted share and
organic revenue growth. We define organic revenue growth as the
change in our total revenue excluding non-core revenues, calculated
on a constant currency basis after giving pro forma effect to all
acquisitions as though they occurred at the beginning of the
applicable period. Additionally, we believe that the presentation
of non-GAAP measures provides information that is useful to
investors, research analysts, investment banks and lenders under
our 2017 First Lien Credit Facility 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
June 30,
2018
|
|
Three
Months
Ended
June 30,
2017
|
|
Change
|
|
Six
Months
Ended
June 30,
2018
|
|
Six
Months
Ended
June 30,
2017
|
|
Change
|
Net loss
|
$
(6.5)
|
|
$
(19.1)
|
|
$
12.7
|
|
$
(6.9)
|
|
$
(42.1)
|
|
$
35.3
|
Depreciation and
amortization
|
33.6
|
|
34.7
|
|
(1.1)
|
|
66.9
|
|
67.3
|
|
(0.4)
|
Interest expense and
loss on extinguishment of debt
|
20.5
|
|
36.3
|
|
(15.9)
|
|
42.6
|
|
73.2
|
|
(30.6)
|
Provision for
(benefit from) income taxes
|
24.6
|
|
(7.2)
|
|
31.9
|
|
6.9
|
|
(14.3)
|
|
21.2
|
EBITDA (1)
|
72.2
|
|
44.6
|
|
27.6
|
|
109.5
|
|
84.1
|
|
25.4
|
Acquisition and
offering related costs
|
8.9
|
|
12.0
|
|
(3.1)
|
|
19.8
|
|
20.3
|
|
(0.5)
|
Gain on sale of
business
|
-
|
|
-
|
|
-
|
|
-
|
|
(1.8)
|
|
1.8
|
Stock-based
compensation
|
0.9
|
|
0.9
|
|
(0.1)
|
|
2.2
|
|
1.9
|
|
0.3
|
Deferred revenue
reduction from purchase accounting
|
0.3
|
|
0.1
|
|
0.2
|
|
1.2
|
|
0.1
|
|
1.1
|
Sponsor fees and
expenses
|
-
|
|
0.1
|
|
(0.1)
|
|
-
|
|
0.3
|
|
(0.3)
|
Unrealized
translation (gain) loss
|
(16.1)
|
|
0.6
|
|
(16.7)
|
|
(8.2)
|
|
2.4
|
|
(10.6)
|
Adjusted EBITDA
(2)
|
$
66.2
|
|
$
58.5
|
|
$
7.7
|
|
$
124.4
|
|
$
107.3
|
|
$
17.1
|
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 amounts)
|
(Unaudited)
|
|
|
Three
Months
Ended
June 30,
2018
|
|
Three
Months
Ended
June 30,
2017
|
|
Change
|
|
Six
Months
Ended
June 30,
2018
|
|
Six
Months
Ended
June 30,
2017
|
|
Change
|
Net loss
|
$
(6.5)
|
|
$
(19.1)
|
|
$
12.7
|
|
$
(6.9)
|
|
$
(42.1)
|
|
$
35.3
|
Provision for
(benefit from) income taxes
|
24.6
|
|
(7.2)
|
|
31.9
|
|
6.9
|
|
(14.3)
|
|
21.2
|
Acquisition and
offering related costs
|
8.9
|
|
12.0
|
|
(3.1)
|
|
19.8
|
|
20.3
|
|
(0.5)
|
Gain on sale of
business
|
-
|
|
-
|
|
-
|
|
-
|
|
(1.8)
|
|
1.8
|
Stock-based
compensation expense
|
0.9
|
|
0.9
|
|
(0.1)
|
|
2.2
|
|
1.9
|
|
0.3
|
Deferred revenue
reduction from purchase accounting
|
0.3
|
|
0.1
|
|
0.2
|
|
1.2
|
|
0.1
|
|
1.1
|
Amortization related
to acquired intangible assets
|
26.2
|
|
28.7
|
|
(2.6)
|
|
52.0
|
|
55.4
|
|
(3.3)
|
Non-recurring
interest and loss on extinguishment of debt
|
1.5
|
|
1.1
|
|
0.4
|
|
3.9
|
|
4.0
|
|
(0.1)
|
Sponsor fees and
expenses
|
-
|
|
0.1
|
|
(0.1)
|
|
-
|
|
0.3
|
|
(0.3)
|
Unrealized
translation loss (gain)
|
(16.1)
|
|
0.6
|
|
(16.7)
|
|
(8.2)
|
|
2.4
|
|
(10.6)
|
Adjusted income
before income taxes
|
39.8
|
|
17.3
|
|
22.5
|
|
70.9
|
|
26.1
|
|
44.8
|
Less: Income tax at a
26% rate for 2018, and a 33% rate for 2017
|
(10.3)
|
|
(5.7)
|
|
(4.6)
|
|
(18.4)
|
|
(8.6)
|
|
(9.8)
|
Adjusted net income
(3)
|
$
29.4
|
|
$
11.6
|
|
$
17.9
|
|
$
52.5
|
|
$
17.5
|
|
$
35.0
|
Pro forma
fully-diluted weighted average shares outstanding
|
127,392
|
|
82,921
|
|
44,471
|
|
125,669
|
|
82,498
|
|
43,171
|
Adjusted net income
per diluted share (4)
|
$0.23
|
|
$0.14
|
|
$0.09
|
|
$0.42
|
|
$0.21
|
|
$0.21
|
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
June 30,
2018
|
|
Three
Months
Ended
June 30,
2017
|
|
Change
|
|
Six
Months
Ended
June 30,
2018
|
|
Six
Months
Ended
June 30,
2017
|
|
Change
|
Net cash provided by
operating activities
|
$
27.3
|
|
$
5.3
|
|
$
22.0
|
|
$
63.6
|
|
$
18.1
|
|
$
45.5
|
Acquisition and
offering related costs
|
8.9
|
|
12.0
|
|
(3.1)
|
|
19.8
|
|
20.3
|
|
(0.5)
|
Adjusted net cash
provided by operating activities (5)
|
$
36.2
|
|
$
17.3
|
|
$
18.9
|
|
$
83.4
|
|
$
38.4
|
|
$
45.0
|
(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 and offering related costs, 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 and offering related costs, (gains) losses
related to divested businesses or assets, stock-based compensation,
deferred revenue reduction from purchase accounting, amortization
related to acquired intangibles, non-recurring interest and losses
on extinguishment of debt, sponsor fees and expenses, and
unrealized translation losses (gains), which together, sum to
Adjusted income (loss) before income taxes. Adjusted 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
U.S. 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) Cision defines Adjusted net income per diluted share 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 prior to the dates of their
conversion, and stock options and restricted units issued and
outstanding pursuant to our 2017 Omnibus Incentive Plan. During the
second quarter of fiscal 2018, we issued an aggregate of 6,342,989
ordinary shares (6,100,209 ordinary shares on May 18, 2018 and 242,780 ordinary shares on
June 4, 2018), in exchange for all of
our outstanding warrants, pursuant to the completion of our warrant
exchange transactions. Commencing on these respective issuance
dates, we included the issued shares in our fully-diluted pro forma
weighted average share count. Using our average share price of
$14.04 for the three months ended
June 30, 2018, our fully-diluted pro
forma weighted average shares outstanding for the three months
ended June 30, 2018 would have been
approximately 129.0 million had we incorporated the dilutive
effects of the warrants for the periods prior to May 18, 2018 and June 4,
2018 respectively, and stock options and restricted
units.
(5) Cision defines Adjusted net cash provided by operating
activities as net cash provided by operating activities adjusted
for acquisition and offering related costs.
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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