CHICAGO, Nov. 7, 2019 /PRNewswire/ -- Cision Ltd. (NYSE:
CISN), a leading global provider of earned media software and
services to public relations and marketing communications
professionals, today reported results for the third quarter ended
September 30, 2019.
Financial Highlights
Third Quarter 2019
- Revenue increased 4.7% to $185.7
million
- Revenue, excluding the impact of purchase accounting, increased
6.7% to $189.4 million
- Operating income increased 46.3% to $20.6 million
- Net income was $2.4 million
versus a prior year net loss of $6.2
million
- Adjusted EBITDA was $68.1
million
- Adjusted net income increased 17.7% to $31.2 million
- Adjusted net income per share was $0.21
"We are pleased to have delivered another strong quarter of
financial results. Our business continues to perform well, with
third quarter 2019 organic constant currency revenue growth of 4.7%
versus the prior year," said Kevin
Akeroyd, Cision's Chief Executive Officer. "We are well
positioned for the remainder of 2019 and continue to make solid
progress on both our operational priorities and delivering
world-class products and services to our public relations and
marketing communications customers."
Third Quarter Operational Highlights
- Americas revenues increased 2.8% to $126.1 million
- EMEA revenues increased 7.8% to $50.2
million
- APAC revenues increased 15.8% to $9.3
million
Conference Call and Webcast
Cision will not be holding a conference call to review third
quarter 2019 financial results.
Merger Agreement
On October 22, 2019, Cision Ltd.
entered into a definitive agreement to be acquired by an affiliate
of Platinum Equity in an all cash transaction valued at
approximately $2.74 billion. Under
the terms of the agreement, which has been unanimously approved by
the members of Cision Ltd.'s board of directors, an affiliate of
Platinum Equity will acquire all of the outstanding ordinary shares
of Cision Ltd. for $10.00 per share
in cash. The proposed transaction is expected to close in the first
quarter of 2020 and is subject to approval by Cision Ltd.'s
shareholders, along with the satisfaction of customary closing
conditions and antitrust regulatory approvals, as necessary. Upon
completion of the acquisition, Cision Ltd. will become wholly owned
by an affiliate of Platinum Equity. Cision Ltd. may solicit
alternative acquisition proposals from third parties during a
"go-shop" period from the date of the agreement until November 12, 2019. There is no guarantee that
this process will result in a superior proposal, and the agreement
provides Platinum Equity with a customary right to match a superior
proposal and termination fee if a superior proposal is
accepted. Cision Ltd. expects the deal to close in Q1
2020.
Forward-Looking Statements
Certain statements in this communication are forward-looking
statements, including, without limitation, the statements made
concerning the proposed transaction, and are made pursuant to the
safe-harbor provisions of the Private Securities Litigation Reform
Act of 1995. In some cases, you can identify forward-looking
statements by the following words: "may," "will," "could," "would,"
"should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "aim," "potential," "continue,"
"ongoing," "goal," "can," "seek," "target" or the negative of these
terms or other similar expressions, although not all
forward-looking statements contain these words. You should read any
such forward-looking statements carefully, as they involve a number
of risks, uncertainties and assumptions that may cause actual
results to differ significantly from those projected or
contemplated in any such forward-looking statement. Those risks,
uncertainties and assumptions include: (i) the risk that the
proposed transaction may not be completed in a timely manner or at
all, which may adversely affect the Company's business and the
price of the Company's ordinary shares; (ii) the failure to satisfy
any of the conditions to the consummation of the proposed
transaction, including the authorization of the merger agreement by
the Company's shareholders and the receipt of certain regulatory
approvals; (iii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the merger agreement; (iv) the effect of the announcement or
pendency of the proposed transaction on the Company's business
relationships, operating results and business generally; (v) risks
that the proposed transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of
the proposed transaction; (vi) risks related to diverting
management's attention from the Company's ongoing business
operations; (vii) the outcome of any legal proceedings that may be
instituted against the Company related to the merger agreement or
the proposed transaction, (viii) unexpected costs, charges or
expenses resulting from the proposed transaction; (ix)
uncertainties as to Platinum Equity's ability to obtain financing
in order to consummate the merger; and (x) other risks described in
the Company's filings with the SEC, such as its Annual Report on
Form 10-K for the year ended December 31,
2018. Forward-looking statements speak only as of the date
of this communication or the date of any document incorporated by
reference in this document. Except as required by applicable law or
regulation, the Company does not assume any obligation to update
any such forward-looking statements whether as the result of new
developments or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will
file with the Securities and Exchange Commission (the "SEC") and
furnish to the Company's shareholders a proxy statement. BEFORE
MAKING ANY VOTING DECISION, THE COMPANY'S SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE
AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT (IF ANY) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Investors and shareholders may obtain a free copy of
documents filed by the Company with the SEC at the SEC's website at
http://www.sec.gov. In addition, investors and shareholders may
obtain a free copy of the Company's filings with the SEC from the
Company's website at http://investors.cision.com or by directing a
written request to: Cision Ltd., Attn: Secretary, 130 E. Randolph
St., 7th Floor, Chicago, IL
60601.
Participants in the Solicitation
The Company and certain of its directors, executive officers,
and certain other members of management and employees of the
Company may be deemed to be participants in the solicitation of
proxies from shareholders of the Company in favor of the proposed
merger. Information about directors and executive officers of the
Company is set forth in the proxy statement for Cision's 2019
annual general meeting of shareholders, as filed with the SEC on
Schedule 14A on August 9, 2019.
Additional information regarding the interests of these individuals
and other persons who may be deemed to be participants in the
solicitation will be included in the proxy statement with respect
to the merger that the Company will file with the SEC and furnish
to the Company's shareholders.
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 4,800 employees with offices in 22 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
(in thousands, except
per share and share amounts)
(Unaudited)
|
|
|
September 30,
2019
|
|
December 31,
2018
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
94,929
|
|
$
104,769
|
|
Accounts receivable,
net
|
126,975
|
|
120,882
|
|
Prepaid expenses and
other current assets
|
38,897
|
|
22,824
|
|
|
|
|
Total current
assets
|
|
260,801
|
|
248,475
|
Property and
equipment, net
|
62,788
|
|
57,210
|
Other intangible
assets, net
|
376,860
|
|
377,146
|
Goodwill
|
1,411,646
|
|
1,171,859
|
Operating lease
right-of-use assets
|
59,993
|
|
-
|
Deferred tax
asset
|
4,123
|
|
4,034
|
Other
assets
|
9,296
|
|
7,652
|
|
|
|
|
Total
assets
|
|
$
2,185,507
|
|
$
1,866,376
|
Liabilities and
Stockholders' Equity
|
|
|
|
Current
liabilities:
|
|
|
|
|
Current portion of
long-term debt
|
$
13,881
|
|
$
13,210
|
|
Accounts
payable
|
12,867
|
|
15,603
|
|
Accrued compensation
and benefits
|
35,057
|
|
29,323
|
|
Operating lease
liabilities
|
14,139
|
|
-
|
|
Other accrued
expenses
|
61,820
|
|
82,507
|
|
Current portion of
deferred revenue
|
161,848
|
|
139,725
|
|
|
|
|
Total current
liabilities
|
|
299,612
|
|
280,368
|
Long-term debt, net
of current portion
|
1,261,926
|
|
1,205,760
|
Deferred revenue, net
of current portion
|
968
|
|
1,098
|
Operating lease
liabilities, net of current portion
|
59,514
|
|
-
|
Deferred tax
liability
|
74,062
|
|
69,232
|
Other
liabilities
|
9,986
|
|
21,601
|
|
|
|
|
Total
liabilities
|
|
1,706,068
|
|
1,578,059
|
Commitments and
contingencies
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
Preferred stock,
$0.0001 par value, 20,000,000 shares authorized; no
shares issued and outstanding
at September 30, 2019 and December 31, 2018
|
|
|
|
|
-
|
|
-
|
|
Common stock, $0.0001
par value, 480,000,000 shares authorized; 148,478,535 and
132,716,541 shares issued and
outstanding at September 30, 2019 and December 31, 2018,
respectively
|
|
|
|
|
15
|
|
13
|
|
Additional paid-in
capital
|
988,364
|
|
797,222
|
|
Accumulated other
comprehensive loss
|
(75,204)
|
|
(68,941)
|
|
Accumulated
deficit
|
(433,736)
|
|
(439,977)
|
|
|
|
|
Total stockholders'
equity
|
|
479,439
|
|
288,317
|
|
|
|
|
Total liabilities and
stockholders' equity
|
|
$
2,185,507
|
|
$
1,866,376
|
Cision Ltd. and its
Subsidiaries
Condensed
Consolidated Statements of Operations and Comprehensive
Loss
(in thousands, except
for per share amounts)
(Unaudited)
|
|
|
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Revenue
|
$
185,653
|
|
$
177,236
|
|
$
561,953
|
|
$
544,004
|
Cost of
revenue
|
63,408
|
|
69,177
|
|
198,240
|
|
200,212
|
|
|
Gross
Profit
|
122,245
|
|
108,059
|
|
363,713
|
|
343,792
|
|
|
|
|
|
|
|
|
|
|
Operating costs and
expenses:
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
30,708
|
|
27,503
|
|
96,370
|
|
85,630
|
|
Research and
development
|
7,153
|
|
7,292
|
|
23,021
|
|
22,282
|
|
General and
administrative
|
44,988
|
|
39,002
|
|
142,464
|
|
126,762
|
|
Amortization of
intangible assets
|
18,770
|
|
20,167
|
|
56,444
|
|
60,681
|
|
|
Total operating costs
and expenses
|
101,619
|
|
93,964
|
|
318,299
|
|
295,355
|
|
|
Operating
income
|
20,626
|
|
14,095
|
|
45,414
|
|
48,437
|
|
|
|
|
|
|
|
|
|
|
Non operating income
(expense):
|
|
|
|
|
|
|
|
|
Foreign exchange
gains
|
8,062
|
|
2,196
|
|
5,918
|
|
10,277
|
|
Interest and other
income, net
|
279
|
|
380
|
|
840
|
|
472
|
|
Gain on sale of
business
|
-
|
|
-
|
|
28,144
|
|
-
|
|
Interest
expense
|
(18,209)
|
|
(19,785)
|
|
(56,392)
|
|
(59,947)
|
|
Loss on
extinguishment of debt
|
-
|
|
-
|
|
(355)
|
|
(2,432)
|
|
|
Total non operating
loss
|
(9,868)
|
|
(17,209)
|
|
(21,845)
|
|
(51,630)
|
|
|
Income (loss) before
income taxes
|
10,758
|
|
(3,114)
|
|
23,569
|
|
(3,193)
|
Provision for income
taxes
|
8,393
|
|
3,070
|
|
17,328
|
|
10,016
|
|
|
Net income
(loss)
|
$
2,365
|
|
$
(6,184)
|
|
$
6,241
|
|
$
(13,209)
|
Other comprehensive
loss-
|
|
|
|
|
|
|
|
|
foreign currency
translation adjustments
|
(12,169)
|
|
(2,479)
|
|
(6,263)
|
|
(20,796)
|
|
|
Comprehensive
loss
|
$
(9,804)
|
|
$
(8,663)
|
|
$
(22)
|
|
$
(34,005)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share:
|
|
|
|
|
|
|
|
|
Basic
|
$
0.02
|
|
$
(0.05)
|
|
$
0.04
|
|
$
(0.10)
|
|
Diluted
|
$
0.02
|
|
$
(0.05)
|
|
$
0.04
|
|
$
(0.10)
|
Weighted average
shares outstanding used
|
|
|
|
|
|
|
|
|
in computing per
share amounts:
|
|
|
|
|
|
|
|
|
Basic
|
148,131,135
|
|
131,104,859
|
|
147,215,180
|
|
127,507,314
|
|
Diluted
|
148,520,974
|
|
131,104,859
|
|
147,257,092
|
|
127,507,314
|
Cision Ltd. and its
Subsidiaries
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
(Unaudited)
|
|
|
|
|
|
Nine months ended
September 30,
|
|
|
|
|
2019
|
|
2018
|
Cash flows from
operating activities
|
|
|
|
Net income
(loss)
|
$
6,241
|
|
$
(13,209)
|
Adjustments to
reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
93,709
|
|
100,186
|
|
Non-cash interest
charges and amortization of debt discount and deferred financing
costs
|
7,426
|
|
10,158
|
|
Equity-based
compensation expense
|
8,206
|
|
3,713
|
|
Provision for
doubtful accounts
|
4,579
|
|
3,972
|
|
Deferred income
taxes
|
(332)
|
|
3,437
|
|
Unrealized currency
translation gains
|
(6,528)
|
|
(10,338)
|
|
Gain on sale of
business
|
(28,144)
|
|
-
|
|
Payment of contingent
consideration
|
(4,296)
|
|
-
|
|
Other
|
-
|
|
86
|
|
Changes in operating
assets and liabilities, net of effects of acquisitions and
disposal:
|
|
|
|
|
|
Accounts
receivable
|
609
|
|
967
|
|
|
Prepaid expenses and
other current assets
|
(7,568)
|
|
(848)
|
|
|
Other
assets
|
(976)
|
|
(726)
|
|
|
Accounts
payable
|
(4,889)
|
|
(1,721)
|
|
|
Accrued compensation
and benefits
|
3,229
|
|
(321)
|
|
|
Other accrued
expenses
|
(16,944)
|
|
(7,320)
|
|
|
Deferred
revenue
|
11,658
|
|
1,767
|
|
|
Other liabilities and
net change in operating leases
|
1,488
|
|
(14)
|
|
|
|
Net cash provided by
operating activities
|
67,468
|
|
89,789
|
|
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
Purchases of property
and equipment
|
(8,774)
|
|
(10,325)
|
Software development
costs
|
(22,531)
|
|
(12,026)
|
Acquisitions of
businesses, net of cash and restricted cash acquired of $6,068 and
$2,711
|
(148,541)
|
|
(66,463)
|
Proceeds from
disposal of business
|
44,865
|
|
-
|
Other
|
|
23
|
|
5
|
|
|
|
Net cash used in
investing activities
|
(134,958)
|
|
(88,809)
|
|
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
Proceeds from
revolving credit facility
|
40,000
|
|
-
|
Repayment of
revolving credit facility
|
(40,000)
|
|
-
|
Proceeds from term
credit facility, net of debt discount of $1,013
|
73,987
|
|
-
|
Repayments of term
credit facility
|
(10,471)
|
|
(59,989)
|
Payments of deferred
financing costs
|
(1,619)
|
|
(294)
|
Proceeds from the
exercise of stock options
|
552
|
|
-
|
Payment of contingent
consideration
|
(3,695)
|
|
(2,873)
|
|
|
|
Net cash provided by
(used in) financing activities
|
58,754
|
|
(63,156)
|
Effect of exchange
rate changes on cash, cash equivalents and restricted
cash
|
(1,104)
|
|
(2,286)
|
|
|
|
Decrease in cash,
cash equivalents and restricted cash
|
(9,840)
|
|
(64,462)
|
|
|
|
|
|
|
|
Cash, cash
equivalents and restricted cash
|
|
|
|
Beginning of
period
|
104,769
|
|
148,654
|
End of the
period
|
$
94,929
|
|
$
84,192
|
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 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 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
Income (Loss) to EBITDA and Adjusted EBITDA
(in
millions)
(Unaudited)
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
Net income
(loss)
|
$
2.4
|
|
$
(6.2)
|
|
$
8.6
|
|
$
6.3
|
|
$
(13.2)
|
|
$
19.5
|
Depreciation and
amortization
|
31.5
|
|
33.3
|
|
(1.8)
|
|
93.7
|
|
100.2
|
|
(6.5)
|
Interest expense and
loss on extinguishment of debt
|
18.2
|
|
19.8
|
|
(1.6)
|
|
56.7
|
|
62.4
|
|
(5.7)
|
Income tax
|
8.4
|
|
3.1
|
|
5.3
|
|
17.4
|
|
10.0
|
|
7.4
|
EBITDA (1)
|
60.5
|
|
50.0
|
|
10.5
|
|
174.1
|
|
159.4
|
|
14.7
|
Acquisition and
offering-related costs
|
8.7
|
|
12.8
|
|
(4.1)
|
|
39.1
|
|
32.6
|
|
6.5
|
Stock-based
compensation
|
3.6
|
|
1.5
|
|
2.1
|
|
8.2
|
|
3.7
|
|
4.5
|
Deferred revenue
reduction from purchase accounting
|
3.7
|
|
0.3
|
|
3.4
|
|
10.6
|
|
1.5
|
|
9.1
|
Gain on sale of
business
|
-
|
|
-
|
|
-
|
|
(28.1)
|
|
-
|
|
(28.1)
|
Unrealized
translation gain
|
(8.4)
|
|
(2.1)
|
|
(6.3)
|
|
(6.6)
|
|
(10.3)
|
|
3.7
|
Adjusted EBITDA
(2)
|
$
68.1
|
|
$
62.5
|
|
$
5.6
|
|
$
197.3
|
|
$
186.8
|
|
$
10.5
|
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
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
Net income
(loss)
|
$
2.4
|
|
$
(6.2)
|
|
$
8.6
|
|
$
6.3
|
|
$
(13.2)
|
|
$
19.5
|
Income tax
|
8.4
|
|
3.1
|
|
5.3
|
|
17.4
|
|
10.0
|
|
7.4
|
Acquisition and
offering-related costs
|
8.7
|
|
12.8
|
|
(4.1)
|
|
39.1
|
|
32.6
|
|
6.5
|
Gain on sale of
business
|
-
|
|
-
|
|
-
|
|
(28.1)
|
|
-
|
|
(28.1)
|
Stock-based
compensation expense
|
3.6
|
|
1.5
|
|
2.1
|
|
8.2
|
|
3.7
|
|
4.5
|
Deferred revenue
reduction from purchase accounting
|
3.7
|
|
0.3
|
|
3.4
|
|
10.6
|
|
1.5
|
|
9.1
|
Amortization related
to acquired intangible assets
|
23.8
|
|
26.0
|
|
(2.2)
|
|
71.4
|
|
78.1
|
|
(6.7)
|
Non-recurring
interest and loss on extinguishment of debt
|
-
|
|
0.4
|
|
(0.4)
|
|
0.4
|
|
4.3
|
|
(3.9)
|
Unrealized
translation gain
|
(8.4)
|
|
(2.1)
|
|
(6.3)
|
|
(6.6)
|
|
(10.3)
|
|
3.7
|
Adjusted Income
before income tax
|
42.2
|
|
35.8
|
|
6.4
|
|
118.7
|
|
106.6
|
|
12.1
|
Less: Income tax at a
26% rate
|
(11.0)
|
|
(9.3)
|
|
(1.7)
|
|
(30.9)
|
|
(27.7)
|
|
(3.2)
|
Adjusted net income
(3)
|
$
31.2
|
|
$
26.5
|
|
$
4.7
|
|
$
87.8
|
|
$
78.9
|
|
$
8.9
|
Pro forma
fully-diluted weighted average shares outstanding
|
148,131
|
|
131,105
|
|
17,026
|
|
147,215
|
|
127,507
|
|
19,708
|
Adjusted net income
per diluted share (4)
|
$0.21
|
|
$0.20
|
|
$0.01
|
|
$0.60
|
|
$0.62
|
|
($0.02)
|
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
September 30,
|
|
Nine Months Ended
September 30,
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
Net cash provided by
operating activities
|
$
34.7
|
|
$
26.2
|
|
$
8.5
|
|
$
67.5
|
|
$
89.8
|
|
$
(22.3)
|
Acquisition and
offering-related costs
|
8.7
|
|
12.8
|
|
(4.1)
|
|
39.1
|
|
32.6
|
|
6.5
|
Adjusted net cash
provided by operating activities (5)
|
$
43.4
|
|
$
39.0
|
|
$
4.4
|
|
$
106.6
|
|
$
122.4
|
|
$
(15.8)
|
|
|
(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 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 26%. 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. 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
Third 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. During the third quarter of 2018, we issued
2,000,000 ordinary shares for the earn-out achieved during the
quarter. Commencing on these respective issuance dates, we included
the issued shares in our fully-diluted pro forma weighted average
share count.
|
|
|
(5)
|
Cision defines
Adjusted net cash provided by operating activities as net cash
provided by operating activities adjusted for acquisition related
costs and expenses.
|
Investor Contact:
Jack Pearlstein
Chief Financial Officer
Jack.Pearlstein@cision.com
Media Contact:
Jenn Deering Davis
VP, Communications
Jenn.Deering.Davis@cision.com
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SOURCE Cision Ltd.