Cision Reports Fourth Quarter and Full Year 2018 Results; Provides Updated Full Year 2019 Outlook

CHICAGO, Feb. 28, 2019 /PRNewswire/ -- Cision Ltd. (NYSE: CISN), a leading global provider of software and services to public relations and marketing communications professionals, today reported results for the fourth quarter and year ended December 31, 2018.

Cision logo. (PRNewsFoto/Cision)

Financial Highlights

Fourth Quarter 2018

  • Revenue increased 10.3% to $186.4 million
  • Revenue, excluding the impact of purchase accounting, increased 9.8% to $186.4 million
  • Operating income increased 198.6% to $20.9 million
  • Net loss decreased 66.7% to $11.5 million
  • Adjusted EBITDA increased 11.1% to $68.0 million
  • Adjusted net income increased 36.7% to $31.4 million
  • Adjusted net income per share increased 25.6% to $0.24

Full Year 2018

  • Revenue increased 15.6% to $730.4 million
  • Revenue, excluding the impact of purchase accounting, increased 15.6% to $731.9 million
  • Operating income increased 83.2% to $69.6 million
  • Net loss decreased 80.2% to $24.4 million
  • Adjusted EBITDA increased 13.2% to $255.2 million
  • Adjusted net income increased 88.7% to $110.6 million
  • Adjusted net income per share increased 49.2% to $0.86

"We are pleased to have delivered strong financial results for the fourth quarter, concluding a very successful 2018 for the company," 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, and driving towards our long-term financial goals and objectives. Following our acquisitions of Falcon and TrendKite and the divestiture of our email marketing assets, we enter 2019 better positioned than ever to deliver unmatched value to the public relations and marketing communications industry."

Fourth Quarter Business Statistics and Operational Highlights

  • Americas revenues increased 9.6% to $129.4 million
  • EMEA revenues increased 10.8% to $48.4 million
  • APAC revenues increased 19.4% to $8.6 million
  • Non-core revenues declined 38.7% to $1.0 million
  • Average pro forma subscription customers increased 4.2% to approximately 42,300
  • Average annualized pro forma revenue per subscription customer, excluding the impact of currency, decreased 1.3% to approximately $11,100
  • Customers that purchased services from us on a transaction basis decreased 6.0% to approximately 39,200
  • Average quarterly pro forma revenue per customer that purchased services from us on a transaction basis, excluding the impact of currency, increased 8.6% to approximately $1,530
  • Cross-sell bookings of software, distribution and insights in the US increased 55.1% to $5.4 million
  • Cision Communications Cloud platform customers at December 31, 2018 were approximately 9,800
  • Attribution and data bookings (measured in annual contract value) were approximately $1.0 million

Recent Acquisitions

On January 3, 2019, we completed our acquisition of Falcon for approximately €105.2 million ($120.1 million). The purchase consideration consisted of approximately €54.1 million ($61.7 million) in cash and the issuance of approximately 5.1 million ordinary shares valued at €51.1 million ($58.4 million). The cash portion of the consideration was funded with a combination of cash on hand and borrowings under our revolving credit facility.

On January 23, 2019, we completed our acquisition of TrendKite for approximately $222.4 million. The purchase consideration consisted of approximately $94.1 million in cash and approximately 10.3 million ordinary shares valued at $128.3 million. The cash portion of the consideration was funded with a combination of cash on hand and incremental borrowings under our dollar-denominated term loan facility.

Recent Divestiture

On January, 22, 2019, we sold our email marketing assets to a strategic buyer. The sale of the email marketing assets resulted from a detailed review of Cision's long-term business strategy and desire to focus on our industry-leading communications cloud platform. We divested our email marketing assets for approximately $49.3 million of cash consideration, with up to an additional $4.0 million in cash consideration based upon meeting certain business performance measures over the next 12 months.

Long-Term Debt

On December 28, 2018, we entered into an incremental facility amendment to our first lien credit agreement that increased available borrowings under the revolving credit facility from $75.0 million to $100.0 million. As of December 31, 2018, we had no amounts outstanding under our revolving credit facility and we had approximately $1,254 million of borrowings outstanding under our first lien credit facility, consisting of approximately $972.1 million of dollar-denominated term loan borrowings and approximately €246.9 million of Euro-denominated borrowings. On January 2, 2019, we borrowed approximately $40.0 million of dollar borrowings under our revolving credit facility in connection with the closing of the Falcon acquisition, which we repaid in full on January 31, 2019. On January 11, 2019, we entered into an incremental facility amendment to the credit agreement that increased our dollar-denominated term loan facility by $75.0 million. On January 17, 2019, we borrowed $75.0 million of dollar-denominated borrowings under our term loan facility in connection with the closing of the TrendKite acquisition. As of February 27, 2019, we had approximately $1,329 million of borrowings outstanding under our first lien credit facility, consisting of approximately $1,047 million of dollar-denominated term loan borrowings and approximately €246.9 million of Euro-denominated borrowings.

Subscription and Transaction Customer Trends

All of the figures below exclude our acquisitions of Falcon and TrendKite, and have been adjusted to exclude the impact of currency.


Q1 2017

Q2 2017

Q3 2017

Q4 2017

Q1 2018

Q2 2018

Q3 2018

Q4 2018


Q4 2018
compared
to Q4 2017

Average pro forma subscription customers

39,761

40,833

40,532

40,628

40,252

41,249

41,661

42,349


4.2%

Average annualized pro forma revenue per subscription customer

$10,867

$10,882

$11,101

$11,227

$11,153

$11,186

$11,237

$11,086


(1.3%)

Pro forma transaction customers

42,869

44,451

40,829

41,670

40,216

41,172

38,152

39,173


(6.0%)

Average pro forma revenue per transaction customer

$1,297

$1,361

$1,286

$1,405

$1,382

$1,454

$1,356

$1,526


8.6%

Updated Full Year 2019 Outlook

Our updated outlook for the full fiscal year ending December 31, 2019 appears below (all figures in millions, except share and per share amounts). Additionally, due to our acquisitions and divestiture in January 2019, we have provided an initial outlook for our first quarter ending March 31, 2019. These estimates are based on a number of assumptions that management believes to be reasonable and reflect our expectations as of the date of this release. Actual results may differ materially from these estimates as a result of various factors, and Cision refers you to the cautionary language regarding "Forward Looking Statements" included in this press release when considering this information.


Prior 2019


Updated 2019


Initial Q1 2019


Q1 2018

Revenue

$775 - $785


$775 - $785


$185 - $190


$179.3

Revenue, excluding the impact from purchase accounting

$782 - $792


$782 - $792


$187 - $192


$180.2

Net income (loss)

($5) - $2


($1) - $4


($6) - ($2)


($0.4)

Net income (loss) per share

($0.03) - $0.01


($0.01) - $0.02


($0.04) - ($0.01)


$0.00

Adjusted EBITDA

$270 - $275


$270 - $275


$61 - $63


$58.3

Adjusted net income

$122 - $125


$122 - $125


$28 - $30


$23.1

Adjusted net income per diluted share

$0.82 - $0.84


$0.82 - $0.85


$0.19 - $0.20


$0.19

Pro-forma fully diluted weighted average shares outstanding

149.8


148.0


147.5


123.9


















Prior 2019


Updated 2019


Initial Q1 2019


Q1 2018

Depreciation expense

--


$30 - $33


$8 - $9


$7.4

Amortization expense

--


$105 - $110


$26 - $27


$25.9

Amortization expense included in cost of revenue

--


$24 - $26


$6 - $7


$5.6

Interest expense

--


$76 - $79


$19 - $20


$22.1

Debt extinguishment costs

--


$0 - $0


$0 - $0


$2.4

Interest expense, net of debt extinguishment costs

--


$76 - $79


$19 - $20


$19.7

Cash interest expense

--


$64 - $66


$16 - $17


$18.9

Stock-based compensation

--


$7 - $10


$2 - $3


$1.3

Capital expenditures, inclusive of capitalized software development

--


$38 - $42


$8 - $9


$8.8

The above outlook assumes the inclusion of results from our acquisitions of Falcon and TrendKite from the date of their respective acquisitions through the respective periods ending March 31, 2019 and December 31, 2019, and the inclusion of results from our e-mail marketing assets from January 1, 2019 through the date of its divestiture. The updated outlook above assumes LIBOR of approximately 2.7%, EURIBOR of approximately 0%, and the following exchange rates with respect to the British Pound, the Euro and the Canadian Dollar for fiscal year 2019:

GBP to USD

1.29

EUR to USD

1.14

CAD to USD

0.76

Additionally, our outlook for 2019 excludes any additional acquisitions, divestitures, or other unanticipated events. See our discussion of non-GAAP financial measures included in this release.

Conference Call and Webcast

As previously announced, we will hold a conference call and webcast to review our fourth quarter and full year 2018 financial results on Thursday, February 28, 2019 at 5:00 pm EST. To hear the live event, visit the Cision investor website at http://investors.cision.com, or by dialing 1-877-443-4809 (participant dial in toll free) or 1-412-317-5235 (participant dial in International). For those accessing the call via Cision's investor website, we suggest logging in at least 15 minutes prior to the start of the live event. For those dialing in, participants should ask to be joined into the Cision Ltd. earnings call. A replay of the earnings webcast will be available approximately two hours after the conclusion of the live event on February 28, 2019. To access the webcast recording / conference replay, visit http://investors.cision.com or you can dial 1-877-344-7529 (US), 1-412-317-0088 (International), or 1-855-669-9658 (Canada). The replay access code for the earnings call is 10129049. The replay will be available through March 15, 2019. Supplemental materials regarding the conference call and webcast will be posted to the Cision website at http://investors.cision.com approximately one hour in advance of the conference call and webcast.

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 outlook for the fiscal year ending December 31, 2019, as well as information relating to the acquisitions of Falcon.io and TrendKite and our divestiture of certain e-mail marketing assets and our realization of the expected benefits therefrom. 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, 2018 and our 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 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 4,500 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

As of December 31, 2018 and December 31, 2017

(in thousands, except for per share amounts)

(Unaudited)





2018


2017

Assets




Current assets:





Cash and cash equivalents

$          104,769


$          148,654


Accounts receivable, net

120,882


113,008


Prepaid expenses and other current assets

22,824


19,896



Total current assets

248,475


281,558

Property and equipment, net

57,210


53,578

Other intangible assets, net

377,146


456,291

Goodwill

1,171,859


1,136,403

Deferred tax asset

4,034


-

Other assets

7,652


7,528



Total assets

$       1,866,376


$       1,935,358

Liabilities and Stockholders' Equity




Current liabilities:





Current portion of long-term debt

$            13,210


$            13,349


Accounts payable

15,603


13,327


Accrued compensation and benefits

29,323


25,873


Other accrued expenses

82,507


73,483


Current portion of deferred revenue

139,725


140,351



Total current liabilities

280,368


266,383

Long-term debt, net of current portion

1,205,760


1,266,121

Deferred revenue, net of current portion

1,098


1,412

Deferred tax liability

69,232


62,617

Other liabilities

21,601


22,456



Total liabilities

$       1,578,059


$      1,618,989

Commitments and contingencies




Stockholders' equity:





Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding at December 31, 2018 and 2017

-


-


Common stock, $0.0001 par value, 480,000,000 shares authorized; 132,716,541 and 122,634,922 shares issued and outstanding at December 31, 2018 and 2017, respectively

13


12


Additional paid-in capital

797,222


771,813


Accumulated other comprehensive loss

(68,941)


(35,111)


Accumulated deficit

(439,977)


(420,345)



Total stockholders' equity

288,317


316,369



 Total liabilities and stockholders' equity

$       1,866,376


$       1,935,358

 

Cision Ltd. and its Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except for per share amounts)

(Unaudited)





Three Months Ended December 31,


Year Ended December 31,




2018


2017


2018


2017

Revenue

$        186,369


$        168,959


$        730,373


$    631,637

Cost of revenue

66,580


53,265


266,792


200,836



Gross Profit

119,789


115,694


463,581


430,801











Operating costs and expenses:









Sales and marketing

30,750


31,519


116,095


114,750


Research and development

7,713


5,423


29,995


22,102


General and administrative

40,298


48,940


167,060


166,759


Amortization of intangible assets

20,134


22,853


80,815


89,159



Total operating costs and expenses

98,895


108,735


393,965


392,770



Operating income

20,894


6,959


69,616


38,031











Non operating income (expense):









Foreign exchange gains (losses)

3,013


(3,626)


13,290


(5,458)


Interest and other income (expense), net

(589)


(318)


(117)


2,132


Interest expense

(18,067)


(20,160)


(78,014)


(116,466)


Loss on extinguishment of debt

(6,992)


-


(9,424)


(51,872)



Total non operating loss

(22,635)


(24,104)


(74,265)


(171,664)



Loss before income taxes

(1,741)


(17,145)


(4,649)


(133,633)

Provision for (benefit from) income taxes

9,729


17,347


19,745


(10,591)



Net loss

(11,470)


(34,492)


(24,394)


(123,042)

Other comprehensive income (loss)-foreign currency translation adjustments

(12,048)


2,826


(32,844)


38,791



Comprehensive loss

$       (23,518)


$       (31,666)


$       (57,238)


$    (84,251)











Net loss per share:









Basic and diluted

$            (0.09)


$            (0.28)


$            (0.19)


$        (1.63)

Weighted average shares outstanding used in computing per share amounts:









Basic and diluted

132,714,691


121,917,531


128,819,858


75,696,880

 

Cision Ltd. and its Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Years Ended December 31, 2018 and December 31, 2017

(in thousands)

(Unaudited)






2018


2017

Cash flows from operating activities




Net loss

$  (24,394)


$ (123,042)

Adjustments to reconcile net loss to net cash provided by operating activities:





Depreciation and amortization

133,821


139,474


Non-cash interest charges and amortization of debt discount and deferred financing costs

17,498


65,554


Equity-based compensation expense

5,267


4,138


Provision for doubtful accounts

4,409


3,493


Deferred income taxes

(105)


(23,278)


Unrealized currency translation losses (gains)

(13,533)


5,011


Gain on sale of business

-


(1,785)


Other

5,441


(194)


Changes in operating assets and liabilities, net of effects of acquisitions and disposal:






Accounts receivable

(7,784)


(6,349)



Prepaid expenses and other current assets 

1,682


1,579



Other assets 

742


737



Accounts payable

728


(3,831)



Accrued compensation and benefits

3,530


(6,235)



Other accrued expenses

(3,466)


4,068



Deferred revenue

1,808


4,887



Other liabilities

1,484


4,621




Net cash provided by operating activities

127,128


68,848








Cash flows from investing activities




Purchases of property and equipment

(14,629)


(10,734)

Software development costs

(19,804)


(14,953)

Acquisitions of businesses, net of cash received of $2,711 and $12,355

(66,463)


(78,528)

Proceeds from disposal of business

-


23,675

Other


(24)


552




Net cash used in investing activities

(100,920)


(79,988)








Cash flows from financing activities




Proceeds from revolving credit facility

-


5,000

Repayment of revolving credit facility

-


(38,475)

Payment of amounts due to Cision Owner

-


(1,940)

Proceeds from term credit facility, net of debt discount of $10,466

-


1,350,259

Repayments of term credit facility

(63,297)


(1,497,838)

Payments on capital lease obligations

-


(171)

Payments of deferred financing costs

(850)


-

Proceeds from merger and recapitalization

-


305,110

Payment of contingent consideration

(2,873)





Net cash provided by (used in) financing activities

(67,020)


121,945

Effect of exchange rate changes on cash and cash equivalents

(3,073)


2,714




Increase (decrease) in cash and cash equivalents

(43,885)


113,519








Cash and cash equivalents




Beginning of year

148,654


35,135

End of the year

$ 104,769


$  148,654








Supplemental disclosure of cash flows information




Cash paid during the year for:




Interest

$   69,816


$  102,400

Income taxes

17,538


10,250

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 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 Loss to EBITDA and Adjusted EBITDA

(in millions)

(Unaudited)



Three Months Ended
December 31, 2017


Three Months Ended
December 31, 2018


Year Ended
December 31, 2017


Year Ended
December 31, 2018

Net loss

$                       (34.5)


$                       (11.5)


$                   (123.0)


$                     (24.4)

Depreciation and amortization

36.1


33.6


139.5


133.8

Interest expense and loss on extinguishment of debt

20.2


25.1


168.3


87.5

Provision (benefit) for income taxes

17.3


9.7


(10.6)


19.7

EBITDA (1)

39.1


56.9


174.2


216.6

Acquisition and offering related costs

16.7


12.7


42.2


45.3

Stock-based compensation

1.2


1.6


4.1


5.3

Deferred revenue reduction from purchase accounting

0.7


-


1.5


1.5

Gain on sale of business

-


-


(1.8)


-

Sponsor fees and expenses

-


-


0.3


-

Unrealized translation (gain) loss

3.5


(3.2)


5.0


(13.5)

Adjusted EBITDA (2)

$                         61.2


$                         68.0


$                    225.5


$                    255.2

 

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, 2018


Year Ended
December 31, 2017


Year Ended
December 31, 2018

Net loss

$                      (34.5)


$                      (11.5)


$                  (123.0)


$                    (24.4)

Provision (benefit) for income taxes

17.3


9.7


(10.6)


19.7

Acquisition and offering related costs

16.7


12.7


42.2


45.3

Gain on sale of business

-


-


(1.8)


-

Stock-based compensation expense

1.2


1.6


4.1


5.3

Deferred revenue reduction from purchase accounting

0.7


-


1.5


1.5

Amortization related to acquired intangible assets

29.2


26.0


113.8


104.1

Non-recurring interest and loss on extinguishment of debt

-


7.1


55.9


11.4

Sponsor fees and expenses

-


-


0.3


-

Unrealized translation (gain) loss 

3.5


(3.2)


5.0


(13.5)

Adjusted Income before income taxes

34.1


42.4


87.4


149.4

Less: Income tax at a 26% rate for 2018, and a 33% rate for 2017

(11.2)


(11.0)


(28.8)


(38.8)

Adjusted net income (3)

$                        22.9


$                        31.4


$                      58.6


$                   110.6

Pro forma fully-diluted weighted average shares outstanding

121,917,531


132,714,891


102,035,003


128,819,858

Adjusted net income per diluted share (4)

$0.19


$0.24


$0.57


$0.86

 

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, 2018


Year Ended
December 31, 2017


Year Ended
December 31, 2018

Net cash provided by operating activities

$                        30.5


$                        37.3


$                      68.8


$                   127.1

Acquisition and offering related costs

16.7


12.7


42.2


45.3

Adjusted net cash provided by operating activities (5)

$                        47.2


$                        50.0


$                   111.0


$                   172.4



(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 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 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. 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 is defined 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

SOURCE Cision Ltd.


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