CHICAGO, Aug. 8, 2019 /CNW/ -- 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 second quarter ended
June 30, 2019.
Financial Highlights
Second Quarter 2019
- Revenue increased 1.6% to $190.5
million
- Revenue, excluding the impact of purchase accounting, increased
3.5% to $194.3 million
- Operating income decreased 20.8% to $17.6 million
- Net loss was $7.8 million versus
a prior year net loss of $6.6
million
- Adjusted EBITDA was $66.1
million
- Adjusted net income increased 0.3% to $29.5 million
- Adjusted net income per share was $0.20
"We are pleased to have delivered another strong quarter of
financial results. Our business continues to perform well, with
second quarter 2019 organic constant currency revenue growth of
3.4% 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."
Second Quarter Business Statistics and Operational
Highlights
- Americas revenues increased 2.6% to $130.2 million
- EMEA revenues decreased 0.7% to $51.6
million
- APAC revenues increased 1.1% to $8.7
million
- Average pro forma subscription customers increased 2.5% to
approximately 46,340
- Average annualized pro forma revenue per subscription customer,
excluding the impact of currency, increased 2.1% to approximately
$11,510
- Customers that purchased services from us on a transaction
basis decreased 9.2% to approximately 37,422
- Average quarterly pro forma revenue per customer that purchased
services from us on a transaction basis, excluding the impact of
currency, increased 6.2% to approximately $1,535
Subscription and Transaction Customer Trends
All of the figures below are proforma for our acquisitions and
divestitures for all periods shown and have been further adjusted
to exclude the impact of fluctuations in foreign currency.
|
Q2
2018
|
Q3
2018
|
Q4
2018
|
Q1
2019
|
Q2
2019
|
Q2 2019
compared to
Q2 2018
|
Average pro forma
subscription customers
|
45,193
|
45,688
|
46,334
|
46,325
|
46,340
|
2.5%
|
Average annualized
pro forma revenue per subscription customer
|
$11,278
|
$11,426
|
$11,361
|
$11,282
|
$11,510
|
2.1%
|
Pro forma transaction
customers
|
41,216
|
38,187
|
39,202
|
37,880
|
37,422
|
(9.2%)
|
Average pro forma
revenue per transaction
|
$1,445
|
$1,348
|
$1,517
|
$1,431
|
$1,535
|
6.2%
|
Updated Full Year 2019 Outlook and Initial Third Quarter 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, we
have provided an initial outlook for our third quarter ending
September 30, 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.
|
Updated
2019
|
|
Prior
2019
|
|
Change
|
|
Initial Q3
2019
|
Revenue
|
$766 -
$773
|
|
$773 -
$783
|
|
($7) -
($10)
|
|
$187 -
$190
|
Revenue, excluding
the impact from purchase accounting
|
$775 -
$782
|
|
$782 -
$792
|
|
($7) -
($10)
|
|
$191 -
$194
|
Net income
(loss)
|
$3 - $10
|
|
$10 - $20
|
|
($7) -
($10)
|
|
($2) - $1
|
Net income (loss) per
share
|
$0.02 -
$0.05
|
|
$0.07 -
$0.14
|
|
($0.05) -
($0.09)
|
|
($0.01) -
$0.01
|
Adjusted
EBITDA
|
$267 -
$271
|
|
$270 -
$275
|
|
($3) -
($4)
|
|
$65 - $67
|
Adjusted net
income
|
$119 -
$122
|
|
$122 -
$125
|
|
($3) -
($3)
|
|
$29 - $31
|
Adjusted net income
per diluted share
|
$0.80 -
$0.82
|
|
$0.82 -
$0.85
|
|
($0.02) -
($0.03)
|
|
$0.20 -
$0.21
|
Pro-forma fully
diluted weighted average shares outstanding
|
148.0
|
|
148.0
|
|
--
|
|
148.0
|
Depreciation
expense
|
$29 - $32
|
|
$29 - $32
|
|
--
|
|
$7 - $8
|
Amortization
expense
|
$95 - $100
|
|
$95 - $100
|
|
--
|
|
$24 - $25
|
Amortization expense
included in cost of revenue
|
$20 - $23
|
|
$20 - $23
|
|
--
|
|
$5 - $6
|
Interest
expense
|
$73 - $76
|
|
$73 - $77
|
|
$0 - ($1)
|
|
$17 - $18
|
Interest expense,
including debt extinguishment costs
|
$73 - $76
|
|
$73 - $77
|
|
$0 - ($1)
|
|
$17 - $18
|
Cash interest
expense
|
$64 - $66
|
|
$65 - $67
|
|
($1) -
($1)
|
|
$15 - $16
|
Stock-based
compensation
|
$9 - $10
|
|
$9 - $10
|
|
--
|
|
$3 - $4
|
Capital expenditures,
inclusive of capitalized software development
|
$40 - $43
|
|
$40 - $43
|
|
--
|
|
$10 - $11
|
The above outlook assumes the inclusion of results from our
acquisitions from the date of their respective acquisitions through
the quarter ended September 30, 2019
and year ended 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 2.3%, 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:
|
Current
|
|
Prior
|
GBP to USD
|
1.21
|
|
1.29
|
EUR to USD
|
1.11
|
|
1.12
|
CAD to USD
|
0.74
|
|
0.74
|
A number of foreign currencies, including the British Pound, the
Euro, and the Swedish Kroner, have recently weakened against the US
dollar. The negative impact of these changes in foreign
exchange rates to our updated full year 2019 revenue and Adjusted
EBITDA outlook since issuing our prior full year 2019 outlook is
approximately $3.0 million and
$1.0 million, respectively.
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 second quarter 2019 financial results on
Thursday, August 8, 2019 at
5:00 pm EDT. 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 August 8,
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 10133402. The replay
will be available through August 22,
2019.
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
annual report on Form 10-K filed on March 1,
2019, 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 4,800 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
74,401
|
|
$
104,769
|
|
|
Accounts receivable,
net
|
137,111
|
|
120,882
|
|
|
Prepaid expenses and
other current assets
|
36,606
|
|
22,824
|
|
|
Total current
assets
|
248,118
|
|
248,475
|
|
Property and
equipment, net
|
62,131
|
|
57,210
|
|
Other intangible
assets, net
|
404,205
|
|
377,146
|
|
Goodwill
|
1,425,008
|
|
1,171,859
|
|
Operating lease
right-of-use assets
|
61,841
|
|
-
|
|
Deferred tax
asset
|
4,171
|
|
4,034
|
|
Other
assets
|
10,018
|
|
7,652
|
|
|
Total assets
|
$
2,215,492
|
|
$
1,866,376
|
|
Liabilities and
Stockholders' Equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
Current portion of
long-term debt
|
$
13,996
|
|
$
13,210
|
|
|
Accounts
payable
|
12,878
|
|
15,603
|
|
|
Accrued compensation
and benefits
|
34,610
|
|
29,323
|
|
|
Operating lease
liabilities
|
14,214
|
|
-
|
|
|
Other accrued
expenses
|
60,314
|
|
82,507
|
|
|
Current portion of
deferred revenue
|
170,738
|
|
139,725
|
|
|
Total current
liabilities
|
306,750
|
|
280,368
|
|
Long-term debt, net
of current portion
|
1,274,267
|
|
1,205,760
|
|
Deferred revenue, net
of current portion
|
1,038
|
|
1,098
|
|
Operating lease
liabilities, net of current portion
|
62,972
|
|
-
|
|
Deferred tax
liability
|
74,564
|
|
69,232
|
|
Other
liabilities
|
10,359
|
|
21,601
|
|
|
Total
liabilities
|
1,729,950
|
|
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 June 30, 2019 and December
31, 2018
|
-
|
|
-
|
|
|
Common stock, $0.0001
par value, 480,000,000 shares authorized; 148,351,227 and
132,716,541
shares issued and
outstanding at June 30, 2019 and December 31, 2018,
respectively
|
15
|
|
13
|
|
|
Additional paid-in
capital
|
984,663
|
|
797,222
|
|
|
Accumulated other
comprehensive loss
|
(63,035)
|
|
(68,941)
|
|
|
Accumulated
deficit
|
(436,101)
|
|
(439,977)
|
|
|
Total stockholders'
equity
|
485,542
|
|
288,317
|
|
|
Total liabilities and
stockholders' equity
|
$
2,215,492
|
|
$
1,866,376
|
|
Cision Ltd. and
its Subsidiaries
Condensed
Consolidated Statements of Operations and Comprehensive Income
(Loss)
(in thousands,
except for per share amounts)
(Unaudited)
|
|
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Revenue
|
$
190,496
|
|
$
187,475
|
|
$
376,300
|
|
$
366,768
|
Cost of
revenue
|
68,779
|
|
66,757
|
|
134,832
|
|
131,035
|
|
|
Gross
Profit
|
121,717
|
|
120,718
|
|
241,468
|
|
235,733
|
|
|
|
|
|
|
|
|
|
|
Operating costs and
expenses:
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
32,429
|
|
28,419
|
|
65,662
|
|
58,127
|
|
Research and
development
|
7,325
|
|
8,290
|
|
15,868
|
|
14,990
|
|
General and
administrative
|
45,511
|
|
41,538
|
|
97,476
|
|
87,760
|
|
Amortization of
intangible assets
|
18,863
|
|
20,264
|
|
37,674
|
|
40,514
|
|
|
Total operating costs
and expenses
|
104,128
|
|
98,511
|
|
216,680
|
|
201,391
|
|
|
Operating
income
|
17,589
|
|
22,207
|
|
24,788
|
|
34,342
|
|
|
|
|
|
|
|
|
|
|
Non operating income
(expense):
|
|
|
|
|
|
|
|
|
Foreign exchange
gains (losses)
|
(5,226)
|
|
15,964
|
|
(2,144)
|
|
8,081
|
|
Interest and other
income, net
|
244
|
|
348
|
|
561
|
|
92
|
|
Gain on sale of
business
|
-
|
|
-
|
|
28,144
|
|
-
|
|
Interest
expense
|
(18,910)
|
|
(20,474)
|
|
(38,183)
|
|
(40,162)
|
|
Loss on
extinguishment of debt
|
-
|
|
-
|
|
(355)
|
|
(2,432)
|
|
|
Total non operating
loss
|
(23,892)
|
|
(4,162)
|
|
(11,977)
|
|
(34,421)
|
|
|
Income (loss) before
income taxes
|
(6,303)
|
|
18,045
|
|
12,811
|
|
(79)
|
Provision for income
taxes
|
1,455
|
|
24,628
|
|
8,935
|
|
6,946
|
|
|
Net income
(loss)
|
(7,758)
|
|
(6,583)
|
|
3,876
|
|
(7,025)
|
Other comprehensive
income (loss)-foreign currency
translation adjustments
|
|
|
|
|
|
|
|
(945)
|
|
(25,392)
|
|
5,906
|
|
(18,317)
|
|
|
Comprehensive income
(loss)
|
$
(8,703)
|
|
$
(31,975)
|
|
$
9,782
|
|
$
(25,342)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share:
|
|
|
|
|
|
|
|
|
Basic
|
$
(0.05)
|
|
$
(0.05)
|
|
$
0.03
|
|
$
(0.06)
|
|
Diluted
|
$
(0.05)
|
|
$
(0.05)
|
|
$
0.03
|
|
$
(0.06)
|
Weighted average
shares outstanding used in
computing per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
148,070,969
|
|
127,392,151
|
|
146,749,612
|
|
125,678,727
|
|
Diluted
|
148,070,969
|
|
127,392,151
|
|
146,833,535
|
|
125,678,727
|
Cision Ltd. and
its Subsidiaries
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
(Unaudited)
|
|
|
Six months ended
June 30,
|
|
2019
|
|
2018
|
Cash flows from
operating activities
|
|
|
|
Net income
(loss)
|
$
3,876
|
|
$
(7,025)
|
Adjustments to
reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
62,256
|
|
66,878
|
|
Non-cash interest
charges and amortization of debt discount and deferred financing
costs
|
5,146
|
|
7,301
|
|
Equity-based
compensation expense
|
4,643
|
|
2,209
|
|
Provision for
doubtful accounts
|
2,186
|
|
3,015
|
|
Deferred income
taxes
|
122
|
|
2,549
|
|
Unrealized currency
translation (gains) losses
|
1,840
|
|
(8,249)
|
|
Gain on sale of
business
|
(28,144)
|
|
-
|
|
Payment of contingent
consideration
|
(4,296)
|
|
-
|
|
Other
|
-
|
|
87
|
|
Changes in operating
assets and liabilities, net of effects of acquisitions and
disposal:
|
|
|
|
|
|
Accounts
receivable
|
(5,022)
|
|
277
|
|
|
Prepaid expenses and
other current assets
|
(4,683)
|
|
(2,982)
|
|
|
Operating lease
right-of-use assets
|
8,184
|
|
-
|
|
|
Other
assets
|
(1,698)
|
|
(168)
|
|
|
Accounts
payable
|
(5,119)
|
|
1,877
|
|
|
Accrued compensation
and benefits
|
1,822
|
|
(3,347)
|
|
|
Other accrued
expenses
|
(19,675)
|
|
(7,097)
|
|
|
Deferred
revenue
|
18,438
|
|
8,743
|
|
|
Operating lease
liabilities
|
(8,153)
|
|
-
|
|
|
Other
liabilities
|
1,115
|
|
(435)
|
|
|
|
Net cash provided by
operating activities
|
32,838
|
|
63,633
|
|
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
Purchases of property
and equipment
|
(7,308)
|
|
(6,860)
|
Software development
costs
|
(14,843)
|
|
(8,197)
|
Acquisitions of
businesses, net of cash and restricted cash acquired of $6,068 and
$2,711
|
(148,541)
|
|
(62,713)
|
Proceeds from
disposal of business
|
44,865
|
|
-
|
Other
|
20
|
|
5
|
|
|
|
Net cash used in
investing activities
|
(125,807)
|
|
(77,765)
|
|
|
|
|
|
|
|
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
|
(6,996)
|
|
(46,676)
|
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
|
62,229
|
|
(49,843)
|
Effect of exchange
rate changes on cash, cash equivalents and restricted
cash
|
372
|
|
(1,712)
|
|
|
|
Decrease in cash,
cash equivalents and restricted cash
|
(30,368)
|
|
(65,687)
|
|
|
|
|
|
|
|
Cash, cash
equivalents and restricted cash
|
|
|
|
Beginning of
period
|
104,769
|
|
148,654
|
End of the
period
|
$
74,401
|
|
$
82,967
|
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
June 30,
|
|
|
|
|
Six months ended
June 30,
|
|
|
|
2019
|
|
2018
|
|
Change
|
|
|
2019
|
|
2018
|
|
Change
|
Net income
(loss)
|
$
(7.7)
|
|
$
(6.6)
|
|
$
(1.1)
|
|
|
$
3.9
|
|
$
(7.0)
|
|
$
10.9
|
Depreciation and
amortization
|
31.2
|
|
33.6
|
|
(2.4)
|
|
|
62.2
|
|
66.9
|
|
(4.7)
|
Interest expense and
loss on extinguishment of debt
|
18.9
|
|
20.5
|
|
(1.6)
|
|
|
38.5
|
|
42.6
|
|
(4.1)
|
Provision for income
taxes
|
1.5
|
|
24.6
|
|
(23.1)
|
|
|
9.0
|
|
6.9
|
|
2.1
|
EBITDA (1)
|
43.9
|
|
72.1
|
|
(28.2)
|
|
|
113.6
|
|
109.4
|
|
4.2
|
Acquisition and
offering related costs
|
11.1
|
|
8.9
|
|
2.2
|
|
|
30.4
|
|
19.8
|
|
10.6
|
Stock-based
compensation
|
2.5
|
|
0.9
|
|
1.6
|
|
|
4.6
|
|
2.2
|
|
2.4
|
Deferred revenue
reduction from purchase accounting
|
3.8
|
|
0.3
|
|
3.5
|
|
|
6.9
|
|
1.2
|
|
5.7
|
Gain on sale of
business
|
-
|
|
-
|
|
-
|
|
|
(28.1)
|
|
-
|
|
(28.1)
|
Unrealized
translation (gain) loss
|
4.8
|
|
(16.1)
|
|
20.9
|
|
|
1.8
|
|
(8.2)
|
|
10.0
|
Adjusted EBITDA
(2)
|
$
66.1
|
|
$
66.1
|
|
$
-
|
|
|
$
129.2
|
|
$
124.3
|
|
$
4.9
|
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
June 30,
|
|
|
|
|
Six months ended
June 30,
|
|
|
|
2019
|
|
2018
|
|
Change
|
|
|
2019
|
|
2018
|
|
Change
|
Net income
(loss)
|
$
(7.7)
|
|
$
(6.6)
|
|
$
(1.1)
|
|
|
$
3.9
|
|
$
(7.0)
|
|
$
10.9
|
Provision for income
taxes
|
1.5
|
|
24.6
|
|
(23.1)
|
|
|
9.0
|
|
6.9
|
|
2.1
|
Acquisition and
offering related costs
|
11.1
|
|
8.9
|
|
2.2
|
|
|
30.4
|
|
19.8
|
|
10.6
|
Gain on sale of
business
|
-
|
|
-
|
|
-
|
|
|
(28.1)
|
|
-
|
|
(28.1)
|
Stock-based
compensation expense
|
2.5
|
|
0.9
|
|
1.6
|
|
|
4.6
|
|
2.2
|
|
2.4
|
Deferred revenue
reduction from purchase accounting
|
3.8
|
|
0.3
|
|
3.5
|
|
|
6.9
|
|
1.2
|
|
5.7
|
Amortization related
to acquired intangible assets
|
23.9
|
|
26.2
|
|
(2.3)
|
|
|
47.6
|
|
52.1
|
|
(4.5)
|
Non-recurring
interest and loss on extinguishment of debt
|
-
|
|
1.5
|
|
(1.5)
|
|
|
0.4
|
|
3.9
|
|
(3.5)
|
Unrealized
translation (gain) loss
|
4.8
|
|
(16.1)
|
|
20.9
|
|
|
1.8
|
|
(8.2)
|
|
10.0
|
Adjusted Income
before income taxes
|
39.9
|
|
39.7
|
|
0.2
|
|
|
76.5
|
|
70.8
|
|
5.7
|
Less: Income tax at a
26% rate
|
(10.4)
|
|
(10.3)
|
|
(0.1)
|
|
|
(19.9)
|
|
(18.4)
|
|
(1.5)
|
Adjusted net income
(3)
|
$
29.5
|
|
$
29.4
|
|
$
0.1
|
|
|
$
56.6
|
|
$
52.4
|
|
$
4.2
|
Pro forma
fully-diluted weighted average shares outstanding
|
148,071
|
|
127,392
|
|
20,679
|
|
|
146,750
|
|
125,669
|
|
21,081
|
Adjusted net income
per diluted share (4)
|
$0.20
|
|
$0.23
|
|
($0.03)
|
|
|
$0.39
|
|
$0.42
|
|
$(0.03)
|
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,
|
|
|
|
|
Six months ended
June 30,
|
|
|
|
2019
|
|
2018
|
|
Change
|
|
|
2019
|
|
2018
|
|
Change
|
Net cash provided by
operating activities
|
$3.9
|
|
$27.3
|
|
($23.4)
|
|
|
$32.8
|
|
$63.6
|
|
($30.8)
|
Acquisition and
offering related costs
|
11.1
|
|
8.9
|
|
2.2
|
|
|
30.4
|
|
19.8
|
|
10.6
|
Adjusted net cash
provided by operating activities (5)
|
$15.0
|
|
$36.2
|
|
($21.2)
|
|
|
$63.2
|
|
$83.4
|
|
($20.2)
|
|
|
|
|
(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
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 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.