Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 09, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CISION LTD. | |
Entity Central Index Key | 1,701,040 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | CISN | |
Entity Common Stock, Shares Outstanding | 122,634,922 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 76,732 | $ 35,135 |
Restricted cash | 20 | 627 |
Accounts receivable, net | 97,503 | 87,605 |
Prepaid expenses and other current assets | 18,705 | 16,225 |
Total current assets | 192,960 | 139,592 |
Property and equipment, net | 55,060 | 47,947 |
Other intangible assets, net | 472,628 | 511,210 |
Goodwill | 1,113,813 | 1,079,518 |
Other assets | 9,458 | 8,801 |
Total assets | 1,843,919 | 1,787,068 |
Current liabilities: | ||
Current portion of long-term debt | 12,555 | 11,171 |
Due to Cision Owner, Convertible Preferred Equity Certificates | 0 | 443,102 |
Accounts payable | 14,286 | 8,723 |
Accrued compensation and benefits | 20,821 | 26,109 |
Other accrued expenses | 62,473 | 54,862 |
Current portion of deferred revenue | 124,782 | 119,600 |
Total current liabilities | 234,917 | 663,567 |
Long-term debt, net of current portion | 1,188,462 | 1,383,877 |
Deferred revenue, net of current portion | 1,356 | 961 |
Deferred tax liability | 53,239 | 83,209 |
Other liabilities | 19,103 | 14,507 |
Total liabilities | 1,497,077 | 2,146,121 |
Series A-1 and Series C-2 mandatorily redeemable stockholders’ equity, 5,498,688 shares authorized, issued and outstanding at December 31, 2016 | 0 | 701 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding at September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.0001 par value, 480,000,000 shares authorized; 120,634,922 and 28,369,644 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 12 | 3 |
Additional paid-in capital | 770,620 | 11,448 |
Accumulated other comprehensive loss | (37,937) | (73,902) |
Accumulated deficit | (385,853) | (297,303) |
Total stockholders' equity (deficit) | 346,842 | (359,754) |
Total liabilities, mandatorily redeemable equity and stockholders' equity (deficit) | $ 1,843,919 | $ 1,787,068 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Mandatorily Redeemable Stockholders Equity Shares Authorized | 5,498,688 | |
Mandatorily Redeemable Stockholders Equity Shares Issued | 5,498,688 | |
Mandatorily Redeemable Stockholders Equity Shares Outstanding | 5,498,688 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 480,000,000 | 480,000,000 |
Common Stock, Shares, Issued | 120,634,922 | 28,369,644 |
Common Stock, Shares, Outstanding | 120,634,922 | 28,369,644 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | $ 159,729 | $ 150,778 | $ 462,678 | $ 319,308 |
Cost of revenue | 53,287 | 51,581 | 147,571 | 112,238 |
Gross profit | 106,442 | 99,197 | 315,107 | 207,070 |
Operating costs and expenses: | ||||
Sales and marketing | 27,931 | 28,839 | 83,231 | 64,077 |
Research and development | 5,661 | 7,050 | 16,679 | 14,348 |
General and administrative | 36,127 | 44,360 | 117,819 | 98,681 |
Amortization of intangible assets | 22,829 | 26,018 | 66,306 | 51,619 |
Total operating costs and expenses | 92,548 | 106,267 | 284,035 | 228,725 |
Operating income (loss) | 13,894 | (7,070) | 31,072 | (21,655) |
Non operating income (losses): | ||||
Foreign exchange gains (losses) | 802 | 454 | (1,832) | 6,103 |
Interest and other income, net | 177 | 382 | 2,450 | 650 |
Interest expense | (23,063) | (46,472) | (96,306) | (82,292) |
Loss on extinguishment of debt | (51,872) | 0 | (51,872) | (23,591) |
Total non operating loss | (73,956) | (45,636) | (147,560) | (99,130) |
Loss before income taxes | (60,062) | (52,706) | (116,488) | (120,785) |
Benefit from income taxes | (13,653) | (13,167) | (27,938) | (46,134) |
Net loss | (46,409) | (39,539) | (88,550) | (74,651) |
Other comprehensive income (loss) - foreign currency translation adjustments | 13,371 | (9,927) | 35,965 | (41,981) |
Comprehensive loss | $ (33,038) | $ (49,466) | $ (52,585) | $ (116,632) |
Net loss per share: | ||||
Basic and diluted | $ (0.38) | $ (1.39) | $ (1.47) | $ (2.63) |
Weighted-average shares outstanding used in computing per share amounts: | ||||
Basic and diluted | 120,584,316 | 28,369,644 | 60,120,689 | 28,369,644 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (88,550) | $ (74,651) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 103,392 | 87,552 |
Noncash interest charges and amortization of debt discount and deferred financing costs | 60,532 | 30,213 |
Noncash yield on Convertible Preferred Equity Certificates | 2,292 | 12,014 |
Equity-based compensation expense | 2,944 | 4,024 |
Provision for doubtful accounts | 2,247 | 3,131 |
Deferred income taxes | (29,970) | (54,000) |
Unrealized currency translation losses (gains) | 1,551 | (4,478) |
Gain on sale of business | (1,785) | 0 |
Other | (171) | (114) |
Changes in operating assets and liabilities, net of effect of acquisitions and disposal: | ||
Accounts receivable | 7,018 | 5,936 |
Prepaid expenses and other current assets | 1,072 | 1,299 |
Other assets | 113 | 4,279 |
Accounts payable | (2,110) | 1,854 |
Accrued compensation and benefits | (10,207) | 3,490 |
Other accrued expenses | (6,748) | (196) |
Deferred revenue | (3,168) | (15,082) |
Other liabilities | (110) | (2,586) |
Net cash provided by operating activities | 38,342 | 2,685 |
Cash flows from investing activities | ||
Purchases of property and equipment | (7,746) | (3,532) |
Software development costs | (11,365) | (8,584) |
Acquisitions of businesses, net of cash acquired of $12,354 and $9,071 | (54,992) | (805,214) |
Proceeds from disposal of business | 23,675 | 3,996 |
Change in restricted cash | 607 | (19) |
Net cash used in investing activities | (49,821) | (813,353) |
Cash flows from financing activities | ||
Proceeds from revolving credit facility | 5,000 | 33,475 |
Repayment of revolving credit facility | (38,475) | 0 |
Proceeds from issuance of Convertible Preferred Equity Certificates to Cision Owner | 0 | 136,025 |
Payment of amounts due to Cision Owner | (1,940) | 0 |
Proceeds from term credit facility, net of debt discount of $10,091 and $105,930 | 1,275,634 | 1,364,070 |
Repayments of term credit facility | (1,494,501) | (722,180) |
Payments on capital lease obligations | (171) | (229) |
Proceeds from consummation of the Transactions | 305,210 | 0 |
Net cash provided by financing activities | 50,757 | 811,161 |
Effect of exchange rate changes on cash and cash equivalents | 2,319 | (748) |
Increase (decrease) in cash and cash equivalents | 41,597 | (255) |
Cash and cash equivalents, Beginning of period | 35,135 | 30,606 |
Cash and cash equivalents, End of period | 76,732 | 30,351 |
Supplemental non-cash information | ||
Contribution of Convertible Preferred Equity Certificates in connection with Transactions (Note 1) | 450,455 | 0 |
Issuance of Convertible Preferred Equity Certificates in connection with acquisition (Note 3) | $ 0 | $ 40,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Acquired from Acquisition | $ 12,354 | $ 9,071 |
Debt Instrument Original Issue Discount | $ 10,091 | $ 105,930 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Cision Ltd., a Cayman Islands company, and its subsidiaries (collectively, “Cision”, or the “Company”) is a leading provider of cloud-based software, media intelligence and distribution services, and other related professional services to the marketing and public relations industry. Communications professionals use the Company’s products and services to identify and connect with media influencers, manage industry relationships, create and distribute content, monitor media coverage, perform advanced analytics and measure the effectiveness of their campaigns. The Company has primary offices in Chicago, Illinois, Beltsville, Maryland, New York, New York, Cleveland, Ohio, and Albuquerque, New Mexico with additional offices in the United States, as well as China, Finland, France, Hong Kong, Germany, India, Indonesia, Malaysia, Norway, Portugal, Sweden, Taiwan and the United Kingdom. On March 19, 2017, the Company entered into a definitive agreement (the “Merger Agreement”) with Capitol Acquisition Corp. III (NASDAQ: CLAC; “Capitol”), a public investment vehicle, whereby the parties agreed to merge, resulting in the Company becoming a publicly listed company. This merger closed on June 29, 2017 (“Merger”), which resulted in the following (the “Transactions”): ⋅ Holders of 490,078 10.04 4.9 326.3 ⋅ Of the remaining funds in the trust account: (i) approximately $ 16.2 305.2 294.0 1 ⋅ Immediately after giving effect to the Transactions (including as a result of the conversions described above and certain forfeitures of Capitol common stock and warrants immediately prior to the closing), there were 120,512,402 24,375,596 ⋅ Upon the closing, Capitol’s common stock, warrants and units ceased trading, and Cision’s ordinary shares and warrants began trading on the NYSE and NYSE MKT, respectively, under the symbol “CISN” and “CISN WS,” respectively. ⋅ Upon the completion of the Transactions, Canyon Holdings (Cayman), L.P., (“Cision Owner”) an exempted limited partnership formed for the purpose of owning and acquiring Cision through a series of transactions, received 82,075,873 1,969,841 450.5 2,000,000 ⋅ At the closing of the Transactions, Cision Owner held approximately 68 32 The Merger Agreement, Transactions and items related thereto are more fully described in the Company’s proxy statement/prospectus filed on June 15, 2017. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The Transactions were accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, the Transactions have been treated equivalent to Cision issuing stock for the net monetary assets of Capitol, accompanied by a recapitalization. The net assets of Capitol at the merger date have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Cision. As a result, these financial statements represent the continuation of Cision Ltd. and the historical shareholders’ equity and earnings per share calculations of Cision prior to the Transactions have been retrospectively adjusted for the equivalent number of shares received by Cision’s Owner, where applicable, pursuant to the Transactions. The accumulated deficit of Cision has been carried forward after the Transactions. Prior to the June 29, 2017 Transactions, earnings per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 120,512,402 28,369,644 The accompanying condensed consolidated financial statements are presented in conformity with GAAP for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair statement have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Registration Statement on Form S-4 filed on June 14, 2017. Other than the adoption of guidance related to the presentation of the extinguishment of debt discount described below, there have been no changes to the Company’s significant accounting policies described in the consolidated financial statements for the year ended December 31, 2016 that have had a material impact on the condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2017. As long as the Company remains an Emerging Growth Company, the Company plans to adopt new accounting standards using the effective dates available for nonpublic entities. New Accounting Pronouncements Adopted in 2017 In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15 , Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) 19.4 2.7 811.2 Recent Accounting Pronouncements Not Yet Effective In January 2017, the FASB issued ASU 2017-01 , Business Combinations (Topic 805) Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04 , Intangibles-Goodwill and Other (Topic 350) In November 2016, the FASB issued ASU 2016-18 , Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force), In March 2016, the FASB issued ASU 2016-09 , Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842) In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers (Topic 606) |
Business Combinations and Dispo
Business Combinations and Dispositions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combinations and Dispositions | 3. Business Combinations and Dispositions Sale of Vintage Net Assets On March 10, 2017, the Company sold substantially all of the assets of its Vintage corporate filings business for approximately $ 26.6 23.7 1.8 Purchase of Bulletin Intelligence On March 27, 2017, the Company acquired all of the membership interests of Bulletin Intelligence, LLC, Bulletin News Network, LLC, and Bulletin News Investment, LLC (collectively, “Bulletin Intelligence”). The Company acquired Bulletin Intelligence to expand the Company’s ability to deliver actionable intelligence to senior leadership teams. During the nine months ended September 30, 2017, the Company incurred acquisition-related transaction costs of $ 1.0 The purchase price was $ 71.8 60.5 70,000 5.2 6.1 7.0 1.8 The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. (in thousands) Cash and cash equivalents $ 11,457 Accounts receivable, net 5,232 Prepaid and other current assets 216 Property, equipment and software, net 704 Trade name 1,070 Customer relationships 28,870 Purchased technology 9,510 Goodwill 19,520 Total assets acquired 76,579 Accounts payable and accrued liabilities (3,481) Deferred revenue (1,271) Total liabilities assumed (4,752) Net assets acquired $ 71,827 Goodwill will be deductible for tax purposes. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill, which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP. Purchase of Argus On June 22, 2017, the Company acquired all of the outstanding shares of L’Argus de la Presse (“Argus”), which is a Paris-based provider of media monitoring solutions, for € 6.0 6.8 1.1 1.2 During the nine months ended September 30, 2017, the Company incurred acquisition-related transaction costs of $ 0.9 The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. . (in thousands) Cash and cash equivalents $ 897 Accounts receivable, net 12,543 Prepaid and other assets 2,346 Property, equipment and software, net 5,543 Trade name 79 Customer relationships 1,989 Purchased technology 796 Goodwill 5,092 Total assets acquired 29,285 Accounts payable, accrued liabilities, and other liabilities (16,610) Deferred revenue (4,627) Total liabilities assumed (21,237) Net assets acquired $ 8,048 Goodwill will be deductible for tax purposes. The preliminary purchase price is subject to customary post-closing adjustments. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP. Acquisition of PR Newswire On June 16, 2016, the Company acquired all of the assets of PR Newswire (“PR Newswire”), a global leader in public relations and investor relations communications and related services from United Business Media, plc. The Company acquired PR Newswire to enhance its content distribution capabilities related to its public relations solution offerings. During the period ended September 30, 2016, the Company incurred acquisition-related transaction costs of $ 19.1 The purchase price was $ 842.8 813.3 40.0 29.5 The PR Newswire purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The identifiable intangible assets include the value of the PR Newswire brand, customer relationships and purchased technology and are being amortized over five to seven years on an accelerated basis. The excess of the purchase price over the net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. The Company recognized a deferred tax asset in the amount of $ 16.7 150.4 (in thousands) Cash and cash equivalents $ 9,071 Accounts receivable, net 42,869 Prepaid and other current assets 18,430 Property, equipment and software, net 18,917 Investment in unconsolidated affiliate 5,376 Brand 349,120 Customer relationships 48,820 Purchased technology 25,940 Goodwill 537,218 Total assets acquired 1,055,761 Accounts payable and accrued liabilities (41,961) Deferred revenue (37,310) Deferred taxes (133,725) Total liabilities assumed (212,996) Net assets acquired $ 842,765 During the quarter ended June 30, 2017, the Company made certain measurement period adjustments to the initial purchase price allocation resulting in an increase to deferred revenue of $ 0.4 The acquired entities of PR Newswire, Bulletin Intelligence and Argus together contributed revenue of $ 86.4 246.8 76.0 89.3 Supplemental Unaudited Pro Forma Information The unaudited pro forma information below gives effect to the acquisitions of PR Newswire as if it occurred on January 1, 2015 and Bulletin Intelligence and Argus as if they had occurred as of January 1, 2016. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2017 2016 2017 2016 Revenue $ 160,376 $ 167,920 $ 489,616 $ 520,453 Net loss (42,817) (34,610) (84,311) (72,864) Net loss per share basic and diluted (0.36) (1.22) (1.40) (2.57) |
Goodwill and Intangibles
Goodwill and Intangibles | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 4. Goodwill and Intangibles (in thousands) Balance as of December 31, 2016 $ 1,079,518 Disposal of Vintage (14,662) Acquisition of Bulletin Intelligence 19,520 Acquisition of Argus 5,092 Adjustments of PR Newswire (2,200) Effects of foreign currency 26,545 Balance as of September 30, 2017 $ 1,113,813 September 30, 2017 Gross Foreign Carrying Currency Accumulated Net Carrying (in thousands) Amount Translation Amortization Amount Trade names and brand $ 369,374 $ (1,651) $ (64,354) $ 303,369 Customer relationships 294,244 (13,122) (156,186) 124,936 Purchased technology 130,313 (5,529) (80,461) 44,323 Balances at September 30, 2017 $ 793,931 $ (20,302) $ (301,001) $ 472,628 December 31, 2016 Gross Foreign Carrying Currency Accumulated Net Carrying (in thousands) Amount Translation Amortization Amount Trade names and brand $ 369,345 $ (9,877) $ (30,551) $ 328,917 Customer relationships 270,495 (29,898) (110,094) 130,503 Purchased technology 120,007 (12,213) (56,004) 51,790 Balances at December 31, 2016 $ 759,847 $ (51,988) $ (196,649) $ 511,210 (in thousands) Remainder of 2017 $ 29,670 2018 98,478 2019 77,900 2020 56,113 2021 46,010 Thereafter 164,457 $ 472,628 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt September 30, 2017 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 12,555 $ 1,242,957 $ 1,255,512 Unamortized debt discount and issuance costs (54,495) (54,495) Balances at September 30, 2017 $ 12,555 $ 1,188,462 $ 1,201,017 December 31, 2016 (in thousands) Short-Term Long-Term Total 2016 First Lien Credit Facility $ 11,000 $ 1,083,500 $ 1,094,500 2016 Second Lien Credit Facility 370,000 370,000 2016 Revolving Credit Facility 33,475 33,475 Unamortized debt discount and issuance costs (103,098) (103,098) Total credit facilities 11,000 1,383,877 1,394,877 Capital lease obligations 171 171 Balances at December 31, 2016 $ 11,171 $ 1,383,877 $ 1,395,048 2017 First Lien Credit Facility On August 4, 2017, the Company entered into a refinancing amendment and incremental facility amendment (the “2017 First Lien Credit Facility”) to the 2016 First Lien Credit Facility, with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders. The 2017 First Lien Credit Facility provided for a tranche of refinancing term loans which refinanced the term loans under the 2016 First Lien Credit Facility in full and provided for additional term loans of $ 131.2 (i) a revolving credit facility, which permits borrowings and letters of credit of up to $ 75.0 25.0 (ii) a $ 960.0 (iii) a € 250.0 The Company used the proceeds from the 2017 First Lien Term Credit Facility to repay all amounts then outstanding under the 2016 First Lien Credit Facility, all amounts outstanding under the 2016 Second Lien Credit Facility, pay all related fees and expenses, and retained remaining cash for general corporate purposes. The Company terminated the 2016 Second Lien Credit Facility in connection with establishing the 2017 First Lien Credit Facility. The obligations under the 2017 First Lien Credit Facility are collaterized by substantially all of the assets of Cision’s subsidiary, Canyon Companies S.à.r.l. and each of its subsidiaries organized in the United States (or any state thereof), the United Kingdom, the Netherlands, Luxembourg, and Ireland, subject to certain exceptions. Interest is charged on U.S. dollar borrowings under the 2017 First Lien Credit Facility, at the Company’s option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branch’s prime lending rate, (ii) the overnight federal funds rate plus 50 basis points or (iii) the one-month adjusted LIBOR plus 1%), in each case, plus an applicable margin. The margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the alternate base rate is 3.25 the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. Interest is charged on Euro borrowings under the 2017 First Lien Credit Facility at a rate based on the adjusted EURIBOR (a rate equal to the Euro interbank offered rate adjusted for statutory reserves), plus an applicable margin. 4.25 5.58 4.25 The margin applicable to loans under the 2017 Revolving Credit Facility bearing interest at the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 3.00%, 4.00%, and 4.00% respectively; provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. June 16, 2022 June 16, 2023 As of September 30, 2017, the Company had no outstanding borrowings and $ 1.3 1,256 The Company incurred approximately $ 10.0 1.0 9.0 The Company will make quarterly 2.4 0.6 The Company may also be required to make certain mandatory prepayments of the 2017 First Lien Credit Facility out of excess cash flow and upon the receipt of proceeds of asset sales and certain insurance proceeds (in each case, subject to certain minimum dollar thresholds and rights to reinvest the proceeds as set forth in the 2017 First Lien Credit Facility). The 2017 First Lien Credit Facility includes a total net leverage financial maintenance covenant. Such covenant requires that, as of the last day of each fiscal quarter, the total net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility cannot exceed the applicable ratio set forth in the 2017 First Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the 2017 First Lien Credit Facility). The 2017 First Lien Credit Facility is also subject to certain customary affirmative covenants and negative covenants. Under the 2017 First Lien Credit Facility, the Company’s subsidiaries are prohibited from making cash dividends, subject to certain exceptions, including that the subsidiaries are permitted to declare and pay cash dividends (x) in an amount that does not exceed the sum of (i) $50.0 million, plus (ii) the sum of the amount (which amount shall not be less than zero) equal to 50% of consolidated net income of the subsidiaries from January 1, 2016 to the end of the most recent quarter subject to certain conditions, plus (iii) certain other amounts set forth in the definition of “Available Amount” in the 2017 First Lien Credit Facility or (y) so long as the total net leverage ratio under the 2017 First Lien Credit Facility does not exceed 3.75 to 1.00 The 2017 First Lien Credit Facility provides that an event of default will occur upon specified change of control events. “Change in Control” is defined to include, among other things, the failure by Cision Owner, its affiliates and certain other “Permitted Holders” to beneficially own, directly or indirectly through one or more holding company parents of Cision, a majority of the voting equity of the borrower thereunder. See “Risk Factors Cision’s 2016 First Lien and Second Lien Credit Agreements Contain Change of Control Provisions that Will Require Cision to Amend or Refinance this Indebtedness” 2016 First Lien Credit Facility On June 16, 2016, in connection with the acquisition of PR Newswire, the Company entered into a $ 1,175 (i) a revolving credit facility, which permitted borrowings and letters of credit up to $ 75.0 25.0 (ii) a $ 1,100 The Company used the proceeds from the 2016 First Lien Credit Facility, along with proceeds from the 2016 Second Lien Credit Facility, cash equity from the sponsor and cash from the balance sheet to consummate the acquisition of PR Newswire, refinance the existing debt and pay related fees and expenses. Interest was charged on U.S. dollar borrowings under the 2016 First Lien Credit Facility, at the Company’s option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves, but which amount cannot be less than 1%) or (2) the alternate base rate (a rate that was highest of the (i) Deutsche Bank AG, New York Branch’s prime lending rate, (ii) the overnight federal funds rate plus 50 basis points, (iii) the one-month adjusted LIBOR plus 1% or (iv) 2%), in each case, plus an applicable margin. The margin applicable to loans under the 2016 First Lien Credit Facility bearing interest at the alternate base rate was 5.00 6.00 4.75 5.75 5.75 5.75 On March 17, 2017, the Company entered into an incremental amendment to the 2016 First Lien Credit Facility, which provided for an incremental borrowing of $ 30.0 On August 4, 2017, the Company repaid all amounts outstanding under the 2016 First Lien Credit Facility. The repayment of the 2016 First Lien Credit Facility was evaluated as a debt modification versus an extinguishment under applicable guidance and as a result, the Company recorded a loss on extinguishment of debt of $ 22.6 The Company incurred approximately $ 81.9 2016 Second Lien Credit Facility On June 16, 2016, in connection with the acquisition of PR Newswire, the Company entered into a second lien credit agreement with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders from time to time party thereto. The second lien credit agreement consisted of a $ 370.0 Interest was charged on borrowings under the 2016 Second Lien Credit Facility, at the Company’s option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves, but which amount cannot be less than 1%) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branch’s prime lending rate, (ii) the overnight federal funds rate plus 50 basis points, (iii) the one-month adjusted LIBOR plus 1% or (iv) 2%), in each case, plus an applicable margin. 8.50 9.50 The obligations under the 2016 Second Lien Credit Facility were secured by substantially all of the assets of Canyon Companies S.à.r.l. and each of its subsidiaries organized in the United States (or any state thereof), the United Kingdom, the Netherlands, Luxembourg, and Ireland, subject to certain exceptions. The liens granted to the lenders under the 2016 Second Lien Credit Facility were junior to the liens granted to the lenders under the 2016 First Lien Credit Facility pursuant to the terms of an intercreditor agreement. The 2016 Second Lien Credit Facility included a total net leverage financial maintenance covenant. Such covenant requires that, as of the last day of each fiscal quarter, the total net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2016 Second Lien Credit Facility cannot exceed the applicable ratio set forth in the 2016 Second Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the 2016 Second Lien Credit Facility). The 2016 Second Lien Credit Facility was also subject to certain customary affirmative covenants and negative covenants. Under the 2016 Second Lien Credit Facility, the Company’s subsidiaries were prohibited from making cash dividends, subject to certain exceptions, including that the subsidiaries were permitted to declare and pay cash dividends (x) in an amount that does not exceed the sum of (i) $57.5 million, plus (ii) the sum of the amount (which amount shall not be less than zero) equal to 50% of consolidated net income of the subsidiaries from January 1, 2016 to the end of the most recent quarter subject to certain conditions, plus (iii) certain other amounts set forth in the definition of “Available Amount” in the 2016 Second Lien Credit Facility or (y) so long as the total net leverage ratio under the 2016 Second Lien Credit Facility does not exceed 3.75 to 1.00 On July 7, 2017, in connection with the consummation of the merger with Capitol, the Company repaid $ 294.0 1 23.3 On August 4, 2017, the Company repaid all amounts outstanding under the 2016 Second Lien Credit Facility. The repayment of the 2016 Second Lien Credit Facility was evaluated as a debt modification versus an extinguishment under applicable guidance and as a result, the Company recorded a loss on extinguishment of debt of $ 5.0 The Company incurred approximately $ 24.0 The fair value of the Company’s First Lien Credit Facility at September 30, 2017 and December 31, 2016 was $ 1,270 1,082 364.9 Future Minimum Principal Payments (in thousands) Remainder of 2017 $ 3,139 2018 12,555 2019 12,555 2020 12,555 2021 12,555 Thereafter 1,202,153 $ 1,255,512 |
Stockholders_ Equity and Equity
Stockholders’ Equity and Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity and Equity-Based Compensation | 6. Stockholders’ Equity and Equity-Based Compensation Preferred Stock The Company is authorized to issue 20,000,000 0.0001 Common Stock The Company is authorized to issue 480,000,000 0.0001 Prior to the Merger, Cision Owner issued equity units to employees for compensation purposes pursuant to the terms of its limited partnership agreement. Stock-based compensation was recorded based on the grant date fair values of these awards and will continue to be recorded until full vesting of these units has occurred. As a result of the consummation of the Merger, these outstanding units, held by Cision Owner, were converted into common stock of Cision. Any forfeitures of unvested units will be redistributed to existing unit holders and not returned to the Company. Equity awards to employees subsequent to the Merger will be made pursuant to the Company’s 2017 Omnibus Incentive Plan described below. Equity-based compensation is classified in the condensed consolidated statements of operations in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows for continuing operations: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Cost of revenue $ 84 $ 71 $ 225 $ 199 Selling and marketing 65 74 175 175 R&D 70 139 249 436 G&A 799 1,124 2,295 3,214 Total equity-based compensation expense $ 1,018 $ 1,408 $ 2,944 $ 4,024 The 2017 Omnibus Incentive Plan In connection with the Transactions, the Company adopted the 2017 Omnibus Incentive Plan (the “2017 Plan”) in June 2017. The 2017 Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2017 Plan. The 2017 Plan reserves up to 6,100,000 Three and Nine Months Stock price volatility 50 % Expected term (years) 6.3 Risk-free interest rate 2.0 % Dividend yield 0 % Weighted-Average Exercise Weighted-Average Number of Options Price per Share Contractual Term Aggregate Intrinsic Value Options outstanding as of December 31, 2016 $ $ Granted 691,500 12.78 10.0 165,960 Exercised Forfeited Options outstanding as of September 30, 2017 691,500 $ 12.78 10.0 $ 165,960 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the quoted closing price of the Company’s common stock as of September 30, 2017. Number of Shares Weighted-Average Underlying Grant Date Stock Awards Fair Value Restricted stock units outstanding as of December 31, 2016 $ Granted 23,000 12.78 Vested Forfeited Restricted stock units outstanding as of September 30, 2017 23,000 $ 12.78 |
Net Loss Per share
Net Loss Per share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per share | 7. Net Loss Per share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period as retroactively adjusted for the Merger (Note 2). For the three and nine months ended September 30, 2017 and 2016, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 281,019 shares, additional earn out shares, as described in Note 1, and the dilutive effect of stock options and restricted stock awards, as described in Note 6, in the calculation of diluted loss per share, as the effect would be antidilutive due to losses incurred. Three Months Ended September 30, (in thousands, except share and per share data) 2017 2016 Numerator: Net loss $ (46,409) $ (39,539) Denominator: Weighted-average shares outstanding basic and diluted 120,584,316 28,369,644 Net loss per share basic and diluted $ (0.38) $ (1.39) Nine Months Ended September 30, (in thousands, except share and per share data) 2017 2016 Numerator: Net loss $ (88,550) $ (74,651) Denominator: Weighted-average shares outstanding basic and diluted 60,120,689 28,369,644 Net loss per share basic and diluted $ (1.47) $ (2.63) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The provision for income taxes is based on the current estimate of the annual effective tax rate adjusted to reflect the tax impact of items discrete to the fiscal period. The effective tax rate for the nine months ended September 30, 2017 was approximately 24.0%, resulting in a tax benefit due to pre-tax loss and reversal of deferred tax liabilities relating to intangibles. The Company expects an annual effective tax rate in 2017 to be a benefit of approximately 24.5%. That rate includes the unfavorable impact of nondeductible transaction costs and nondeductible goodwill. The rate also includes an increase in the valuation allowance expected to be necessary at the end of the year for certain disallowed interest originating during the year. The effective tax rate for the three months ended September 30, 2017 was a benefit of 22.7%. The benefit from income taxes for the quarter ended September 30, 2017 was primarily driven by non-operating losses resulting from significant interest expense and the reversal of deferred tax liabilities relating to intangible assets. The effective tax rate for the nine months ended September 30, 2016 was a benefit of 38.2%, and was significantly impacted by the reversal of the valuation allowance on U.S. deferred tax assets that was necessary upon the acquisition of PR Newswire that occurred in June 2016. The rate also includes the unfavorable impact of nondeductible stock-based compensation, nondeductible transaction costs and nondeductible interest. The effective tax rate for the three months ended September 30, 2016 was a benefit of 25.0%. The benefit from income taxes for the quarter ended September 30, 2016 was primarily driven by non-operating losses resulting from significant interest expense and the reversal of deferred tax liabilities relating to intangible assets. The Company’s estimates related to liabilities for uncertain tax positions require it to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If it determines it is more likely than not that a tax position will be sustained based on its technical merits, the Company records the impact of the position in its condensed consolidated financial statements at the largest amount that is greater than fifty percent likely of being realized upon ultimate settlement. The estimates are updated at each reporting date based on the facts, circumstances and information available. As of September 30, 2017, the Company believes the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next twelve months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to its condensed consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies The Company has various non-cancelable operating leases, primarily related to office real estate, that expire through 2035 and generally contain renewal options for up to five years. Lease incentives, payment escalations and rent holidays specified in the lease agreements are accrued or deferred as appropriate as a component of rent expense which is recognized on a straight-line basis over the terms of occupancy. As of September 30, 2017 and December 31, 2016, deferred rent of $ 8.4 9.4 The Company also leases computer and office equipment under non-cancelable capital leases and other financing arrangements that expire through 2017. Rent expense was $ 4.3 4.2 10.9 8.6 Litigation and Claims The Company from time to time is subject to lawsuits, investigations and claims arising out of the ordinary course of business, including those related to commercial transactions, contracts, government regulation, and employment matters. In the opinion of management, based on all known facts, all such matters are either without merit or are of such kind, or involve such amounts that would not have a material effect on the financial position or results of operations of the Company if disposed of unfavorably. |
Geographic Information
Geographic Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Geographic Information | 10. Geographic Information Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Revenue: Americas U.S. $ 100,125 $ 102,851 $ 306,167 $ 214,329 Rest of Americas 12,563 11,763 38,040 17,988 EMEA 40,307 30,645 100,430 80,674 APAC 6,734 5,519 18,041 6,317 $ 159,729 $ 150,778 $ 462,678 $ 319,308 (in thousands) September 30, 2017 December 31, 2016 Long-lived assets, net Americas U.S. $ 1,162,481 $ 1,188,000 Rest of Americas 118,110 115,223 EMEA 340,359 313,373 APAC 30,009 30,880 $ 1,650,959 $ 1,647,476 |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Earnings per Share | Basis of Presentation and Earnings per Share The Transactions were accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, the Transactions have been treated equivalent to Cision issuing stock for the net monetary assets of Capitol, accompanied by a recapitalization. The net assets of Capitol at the merger date have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Cision. As a result, these financial statements represent the continuation of Cision Ltd. and the historical shareholders’ equity and earnings per share calculations of Cision prior to the Transactions have been retrospectively adjusted for the equivalent number of shares received by Cision’s Owner, where applicable, pursuant to the Transactions. The accumulated deficit of Cision has been carried forward after the Transactions. Prior to the June 29, 2017 Transactions, earnings per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 120,512,402 28,369,644 The accompanying condensed consolidated financial statements are presented in conformity with GAAP for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair statement have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Registration Statement on Form S-4 filed on June 14, 2017. Other than the adoption of guidance related to the presentation of the extinguishment of debt discount described below, there have been no changes to the Company’s significant accounting policies described in the consolidated financial statements for the year ended December 31, 2016 that have had a material impact on the condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As long as the Company remains an Emerging Growth Company, the Company plans to adopt new accounting standards using the effective dates available for nonpublic entities. New Accounting Pronouncements Adopted in 2017 In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15 , Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) 19.4 2.7 811.2 Recent Accounting Pronouncements Not Yet Effective In January 2017, the FASB issued ASU 2017-01 , Business Combinations (Topic 805) Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04 , Intangibles-Goodwill and Other (Topic 350) In November 2016, the FASB issued ASU 2016-18 , Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force), In March 2016, the FASB issued ASU 2016-09 , Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842) In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers (Topic 606) |
Business Combinations and Dis18
Business Combinations and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Unaudited Pro Forma Information | The pro forma results presented below show the impact of acquisition-related costs as well as the increase in interest expense related to acquisition-related debt. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2017 2016 2017 2016 Revenue $ 160,376 $ 167,920 $ 489,616 $ 520,453 Net loss (42,817) (34,610) (84,311) (72,864) Net loss per share basic and diluted (0.36) (1.22) (1.40) (2.57) |
Bulletin Intelligence [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities of Bulletin Intelligence acquired on March 27, 2017. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to ten years on an accelerated basis. The Company completed the purchase price allocation during the three months ended September 30, 2017. (in thousands) Cash and cash equivalents $ 11,457 Accounts receivable, net 5,232 Prepaid and other current assets 216 Property, equipment and software, net 704 Trade name 1,070 Customer relationships 28,870 Purchased technology 9,510 Goodwill 19,520 Total assets acquired 76,579 Accounts payable and accrued liabilities (3,481) Deferred revenue (1,271) Total liabilities assumed (4,752) Net assets acquired $ 71,827 |
Argus [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price based on currently available information by the Company to the fair value of the assets and liabilities of Argus acquired on June 22, 2017. The amounts related to intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to eight years on an accelerated basis. The Company expects to complete the purchase price allocation during the three months ended December 31, 2017 . (in thousands) Cash and cash equivalents $ 897 Accounts receivable, net 12,543 Prepaid and other assets 2,346 Property, equipment and software, net 5,543 Trade name 79 Customer relationships 1,989 Purchased technology 796 Goodwill 5,092 Total assets acquired 29,285 Accounts payable, accrued liabilities, and other liabilities (16,610) Deferred revenue (4,627) Total liabilities assumed (21,237) Net assets acquired $ 8,048 |
PR Newswire [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities acquired of PR Newswire on June 16, 2016: (in thousands) Cash and cash equivalents $ 9,071 Accounts receivable, net 42,869 Prepaid and other current assets 18,430 Property, equipment and software, net 18,917 Investment in unconsolidated affiliate 5,376 Brand 349,120 Customer relationships 48,820 Purchased technology 25,940 Goodwill 537,218 Total assets acquired 1,055,761 Accounts payable and accrued liabilities (41,961) Deferred revenue (37,310) Deferred taxes (133,725) Total liabilities assumed (212,996) Net assets acquired $ 842,765 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amounts of goodwill since December 31, 2016 consisted of the following: (in thousands) Balance as of December 31, 2016 $ 1,079,518 Disposal of Vintage (14,662) Acquisition of Bulletin Intelligence 19,520 Acquisition of Argus 5,092 Adjustments of PR Newswire (2,200) Effects of foreign currency 26,545 Balance as of September 30, 2017 $ 1,113,813 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets consisted of the following at September 30, 2017 and December 31, 2016: September 30, 2017 Gross Foreign Carrying Currency Accumulated Net Carrying (in thousands) Amount Translation Amortization Amount Trade names and brand $ 369,374 $ (1,651) $ (64,354) $ 303,369 Customer relationships 294,244 (13,122) (156,186) 124,936 Purchased technology 130,313 (5,529) (80,461) 44,323 Balances at September 30, 2017 $ 793,931 $ (20,302) $ (301,001) $ 472,628 December 31, 2016 Gross Foreign Carrying Currency Accumulated Net Carrying (in thousands) Amount Translation Amortization Amount Trade names and brand $ 369,345 $ (9,877) $ (30,551) $ 328,917 Customer relationships 270,495 (29,898) (110,094) 130,503 Purchased technology 120,007 (12,213) (56,004) 51,790 Balances at December 31, 2016 $ 759,847 $ (51,988) $ (196,649) $ 511,210 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets at September 30, 2017 is as follows: (in thousands) Remainder of 2017 $ 29,670 2018 98,478 2019 77,900 2020 56,113 2021 46,010 Thereafter 164,457 $ 472,628 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following at September 30, 2017 and December 31, 2016: September 30, 2017 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 12,555 $ 1,242,957 $ 1,255,512 Unamortized debt discount and issuance costs (54,495) (54,495) Balances at September 30, 2017 $ 12,555 $ 1,188,462 $ 1,201,017 December 31, 2016 (in thousands) Short-Term Long-Term Total 2016 First Lien Credit Facility $ 11,000 $ 1,083,500 $ 1,094,500 2016 Second Lien Credit Facility 370,000 370,000 2016 Revolving Credit Facility 33,475 33,475 Unamortized debt discount and issuance costs (103,098) (103,098) Total credit facilities 11,000 1,383,877 1,394,877 Capital lease obligations 171 171 Balances at December 31, 2016 $ 11,171 $ 1,383,877 $ 1,395,048 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments of debt as of September 30, 2017 are as follows: (in thousands) Remainder of 2017 $ 3,139 2018 12,555 2019 12,555 2020 12,555 2021 12,555 Thereafter 1,202,153 $ 1,255,512 |
Stockholders_ Equity and Equi21
Stockholders’ Equity and Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of equity based compensation by department | Equity-based compensation is classified in the condensed consolidated statements of operations in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows for continuing operations: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Cost of revenue $ 84 $ 71 $ 225 $ 199 Selling and marketing 65 74 175 175 R&D 70 139 249 436 G&A 799 1,124 2,295 3,214 Total equity-based compensation expense $ 1,018 $ 1,408 $ 2,944 $ 4,024 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of stock options granted under the 2017 Plan were estimated using the following assumptions: Three and Nine Months Stock price volatility 50 % Expected term (years) 6.3 Risk-free interest rate 2.0 % Dividend yield 0 % |
Share-based Compensation, Stock Options, Activity | Weighted-Average Exercise Weighted-Average Number of Options Price per Share Contractual Term Aggregate Intrinsic Value Options outstanding as of December 31, 2016 $ $ Granted 691,500 12.78 10.0 165,960 Exercised Forfeited Options outstanding as of September 30, 2017 691,500 $ 12.78 10.0 $ 165,960 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Number of Shares Weighted-Average Underlying Grant Date Stock Awards Fair Value Restricted stock units outstanding as of December 31, 2016 $ Granted 23,000 12.78 Vested Forfeited Restricted stock units outstanding as of September 30, 2017 23,000 $ 12.78 |
Net Loss Per share (Tables)
Net Loss Per share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted loss per common share | As a result, diluted loss per common share is the same as basic loss per common share for all periods presented below. Three Months Ended September 30, (in thousands, except share and per share data) 2017 2016 Numerator: Net loss $ (46,409) $ (39,539) Denominator: Weighted-average shares outstanding basic and diluted 120,584,316 28,369,644 Net loss per share basic and diluted $ (0.38) $ (1.39) Nine Months Ended September 30, (in thousands, except share and per share data) 2017 2016 Numerator: Net loss $ (88,550) $ (74,651) Denominator: Weighted-average shares outstanding basic and diluted 60,120,689 28,369,644 Net loss per share basic and diluted $ (1.47) $ (2.63) |
Geographic Information (Tables)
Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table lists revenue for the three and nine months ended September 30, 2017 and 2016 by geographic region: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Revenue: Americas U.S. $ 100,125 $ 102,851 $ 306,167 $ 214,329 Rest of Americas 12,563 11,763 38,040 17,988 EMEA 40,307 30,645 100,430 80,674 APAC 6,734 5,519 18,041 6,317 $ 159,729 $ 150,778 $ 462,678 $ 319,308 |
Long-lived Assets by Geographic Areas | The following table lists long-lived assets, net of amortization, as of September 30, 2017 and December 31, 2016 by geographic region: (in thousands) September 30, 2017 December 31, 2016 Long-lived assets, net Americas U.S. $ 1,162,481 $ 1,188,000 Rest of Americas 118,110 115,223 EMEA 340,359 313,373 APAC 30,009 30,880 $ 1,650,959 $ 1,647,476 |
Organization (Details Textual)
Organization (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 07, 2017 | Oct. 31, 2017 | Jun. 29, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||
Repayments of Lines of Credit | $ 38,475 | $ 0 | ||||
Common Stock, Shares, Outstanding | 120,512,402 | 120,634,922 | 28,369,644 | |||
Common Stock, Shares, Issued | 120,634,922 | 28,369,644 | ||||
Class of Warrant or Right, Outstanding | 24,375,596 | |||||
Contribution of Convertible Preferred Equity Certificates in connection with Transactions | $ 450,455 | $ 0 | ||||
Capitol Acquisition III [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership Percentage Of Issued And Outstanding Shares | 32.00% | |||||
Capitol Trust Account [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Assets Held-in-trust | $ 326,300 | |||||
Payments for Merger Related Costs | 16,200 | |||||
Proceeds from Sale of Restricted Investments | $ 305,200 | |||||
Parent [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock, Shares, Issued | 82,075,873 | |||||
Class of Warrant or Right, Outstanding | 1,969,841 | |||||
Ownership Percentage Of Issued And Outstanding Shares | 68.00% | |||||
Contribution of Convertible Preferred Equity Certificates in connection with Transactions | $ 450,500 | |||||
2016 Second Lien Credit Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Repayments of Lines of Credit | $ 294,000 | |||||
Line of Credit Facility, Commitment Fee Percentage | 1.00% | |||||
Capitol Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of Stock, Shares Converted | 490,078 | |||||
Common Stock Conversion Price | $ 10.04 | |||||
Conversion of Stock, Amount Converted | $ 4,900 | |||||
Subsequent Event [Member] | Parent [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 |
Significant Accounting Polici25
Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 29, 2017 | Dec. 31, 2016 | |
Common Stock, Shares, Issued | 120,634,922 | 28,369,644 | ||
Common Stock, Shares, Outstanding | 120,634,922 | 120,512,402 | 28,369,644 | |
Net Cash Provided by (Used in) Operating Activities | $ 38,342 | $ 2,685 | ||
Net Cash Provided by (Used in) Financing Activities | $ 50,757 | 811,161 | ||
Accounting Standards Update 2016-15 [Member] | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Cash Flows | 19,400 | |||
Net Cash Provided by (Used in) Operating Activities | 2,700 | |||
Net Cash Provided by (Used in) Financing Activities | $ 811,200 | |||
Parent [Member] | ||||
Common Stock, Shares, Issued | 82,075,873 |
Business Combinations and Dis26
Business Combinations and Dispositions (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 22, 2017 | Mar. 27, 2017 | Dec. 31, 2016 | Jun. 16, 2016 |
Goodwill | $ 1,113,813 | $ 1,079,518 | |||
Bulletin Intelligence [Member] | |||||
Cash and cash equivalents | $ 11,457 | ||||
Accounts receivable, net | 5,232 | ||||
Prepaid and other current assets | 216 | ||||
Property, equipment and software, net | 704 | ||||
Goodwill | 19,520 | ||||
Total assets acquired | 76,579 | ||||
Accounts payable, accrued liabilities, and other liabilities | (3,481) | ||||
Deferred revenue | (1,271) | ||||
Total liabilities assumed | (4,752) | ||||
Net assets acquired | 71,827 | ||||
Bulletin Intelligence [Member] | Trade name [Member] | |||||
Finite-Lived Intangible Assets | 1,070 | ||||
Bulletin Intelligence [Member] | Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets | 28,870 | ||||
Bulletin Intelligence [Member] | Purchased Technology [Member] | |||||
Finite-Lived Intangible Assets | $ 9,510 | ||||
Argus [Member] | |||||
Cash and cash equivalents | $ 897 | ||||
Accounts receivable, net | 12,543 | ||||
Prepaid and other current assets | 2,346 | ||||
Property, equipment and software, net | 5,543 | ||||
Goodwill | 5,092 | ||||
Total assets acquired | 29,285 | ||||
Accounts payable, accrued liabilities, and other liabilities | (16,610) | ||||
Deferred revenue | (4,627) | ||||
Total liabilities assumed | (21,237) | ||||
Net assets acquired | 8,048 | ||||
Argus [Member] | Trade name [Member] | |||||
Finite-Lived Intangible Assets | 79 | ||||
Argus [Member] | Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets | 1,989 | ||||
Argus [Member] | Purchased Technology [Member] | |||||
Finite-Lived Intangible Assets | $ 796 | ||||
PR Newswire [Member] | |||||
Cash and cash equivalents | $ 9,071 | ||||
Accounts receivable, net | 42,869 | ||||
Prepaid and other current assets | 18,430 | ||||
Property, equipment and software, net | 18,917 | ||||
Investment in unconsolidated affiliate | 5,376 | ||||
Goodwill | 537,218 | ||||
Total assets acquired | 1,055,761 | ||||
Accounts payable, accrued liabilities, and other liabilities | (41,961) | ||||
Deferred revenue | (37,310) | ||||
Deferred taxes | (133,725) | ||||
Total liabilities assumed | (212,996) | ||||
Net assets acquired | 842,765 | ||||
PR Newswire [Member] | Brand [Member] | |||||
Finite-Lived Intangible Assets | 349,120 | ||||
PR Newswire [Member] | Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets | 48,820 | ||||
PR Newswire [Member] | Purchased Technology [Member] | |||||
Finite-Lived Intangible Assets | $ 25,940 |
Business Combinations and Dis27
Business Combinations and Dispositions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | $ 160,376 | $ 167,920 | $ 489,616 | $ 520,453 |
Net loss | $ (42,817) | $ (34,610) | $ (84,311) | $ (72,864) |
Net loss per share - basic and diluted | $ (0.36) | $ (1.22) | $ (1.40) | $ (2.57) |
Business Combinations and Dis28
Business Combinations and Dispositions (Details Textual) $ in Thousands, € in Millions | Mar. 10, 2017USD ($) | Jun. 22, 2017USD ($) | Jun. 22, 2017EUR (€) | Mar. 27, 2017USD ($)shares | Jun. 16, 2016USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 22, 2017EUR (€) |
Proceeds from Divestiture of Businesses | $ 23,675 | $ 3,996 | |||||||||
Gain (Loss) on Disposition of Business | 1,785 | 0 | |||||||||
Interest Expense, Debt | 60,532 | 30,213 | |||||||||
Vintage Corporate Filings Business [Member] | |||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 26,600 | ||||||||||
Proceeds from Divestiture of Businesses | 23,700 | ||||||||||
Gain (Loss) on Disposition of Business | $ 1,800 | ||||||||||
Bulletin Intelligence [Member] | |||||||||||
Business Combination, Acquisition Related Costs | 1,000 | ||||||||||
Business Combination, Consideration Transferred | $ 71,800 | ||||||||||
Payments to Acquire Businesses, Gross | $ 60,500 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 70,000 | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 6,100 | ||||||||||
Interest Expense, Debt | 1,800 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 5,200 | ||||||||||
Equity Contribution | $ 7,000 | ||||||||||
Argus [Member] | |||||||||||
Business Combination, Acquisition Related Costs | 900 | ||||||||||
Payments to Acquire Businesses, Gross | $ 6,800 | € 6 | |||||||||
Business Combination, Contingent Consideration, Liability | $ 1,200 | € 1.1 | |||||||||
PR Newswire [Member] | |||||||||||
Business Combination, Acquisition Related Costs | $ 19,100 | ||||||||||
Business Combination, Consideration Transferred | 842,800 | ||||||||||
Payments to Acquire Businesses, Gross | 813,300 | ||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 40,000 | ||||||||||
Deferred Tax Assets, Operating Loss Carryforwards | 16,700 | ||||||||||
Deferred Tax Liabilities, Intangible Assets | 150,400 | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Revenue | 400 | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | (2,600) | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ (2,200) | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 29,500 | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 76,000 | $ 89,300 | |||||||||
PR Newswire, Bulletin Intelligence and Argus [Member] | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 86,400 | $ 246,800 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Beginning Balance | $ 1,079,518 |
Effects of foreign currency | 26,545 |
Ending Balance | 1,113,813 |
Bulletin Intelligence [Member] | |
Acquisition | 19,520 |
Argus [Member] | |
Acquisition | 5,092 |
PR Newswire [Member] | |
Adjustments of PR Newswire | (2,200) |
Vintage Corporate Filings Business [Member] | |
Disposal of Vintage | $ (14,662) |
Goodwill and Intangibles (Det30
Goodwill and Intangibles (Details 1) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Gross Carrying Amount | $ 793,931 | $ 759,847 |
Foreign Currency Translation | (20,302) | (51,988) |
Accumulated Amortization | (301,001) | (196,649) |
Net Carrying Amount | 472,628 | 511,210 |
Trade names and brand [Member] | ||
Gross Carrying Amount | 369,374 | 369,345 |
Foreign Currency Translation | (1,651) | (9,877) |
Accumulated Amortization | (64,354) | (30,551) |
Net Carrying Amount | 303,369 | 328,917 |
Customer relationships [Member] | ||
Gross Carrying Amount | 294,244 | 270,495 |
Foreign Currency Translation | (13,122) | (29,898) |
Accumulated Amortization | (156,186) | (110,094) |
Net Carrying Amount | 124,936 | 130,503 |
Purchased technology [Member] | ||
Gross Carrying Amount | 130,313 | 120,007 |
Foreign Currency Translation | (5,529) | (12,213) |
Accumulated Amortization | (80,461) | (56,004) |
Net Carrying Amount | $ 44,323 | $ 51,790 |
Goodwill and Intangibles (Det31
Goodwill and Intangibles (Details 2) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Remainder of 2017 | $ 29,670 | |
2,018 | 98,478 | |
2,019 | 77,900 | |
2,020 | 56,113 | |
2,021 | 46,010 | |
Thereafter | 164,457 | |
Total | $ 472,628 | $ 511,210 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Unamortized debt discount and issuance costs, Short Term | $ 0 | $ 0 |
Total credit facilities, Short Term | 11,000 | |
Capital lease obligations, Short Term | 171 | |
Balances, Short Term | 12,555 | 11,171 |
Unamortized debt discount and issuance costs, Long Term | (54,495) | (103,098) |
Total credit facilities, Long Term | 1,383,877 | |
Capital lease obligations, Long Term | 0 | |
Balances, Long Term | 1,188,462 | 1,383,877 |
Unamortized debt discount and issuance costs, Total | (54,495) | (103,098) |
Total credit facilities, Total | 1,394,877 | |
Capital lease obligations, Total | 171 | |
Balances, Total | 1,201,017 | 1,395,048 |
2016 First Lien Credit Facility [Member] | ||
Short Term | 11,000 | |
Long Term | 1,083,500 | |
Total | 1,094,500 | |
2016 Second Lien Credit Facility [Member] | ||
Short Term | 0 | |
Long Term | 370,000 | |
Total | 370,000 | |
2016 Revolving Credit Facility [Member] | ||
Short Term | 0 | |
Long Term | 33,475 | |
Total | $ 33,475 | |
2017 First Lien Credit Facility [Member] | ||
Short Term | 12,555 | |
Long Term | 1,242,957 | |
Total | $ 1,255,512 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Sep. 30, 2017USD ($) |
Remainder of 2017 | $ 3,139 |
2,018 | 12,555 |
2,019 | 12,555 |
2,020 | 12,555 |
2,021 | 12,555 |
Thereafter | 1,202,153 |
Long-term Debt | $ 1,255,512 |
Debt (Details Textual)
Debt (Details Textual) $ in Thousands, € in Millions | Aug. 04, 2017USD ($) | Jul. 07, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Jun. 16, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Aug. 04, 2017EUR (€) | Mar. 17, 2017USD ($) | Dec. 31, 2016USD ($) |
Repayments of Lines of Credit | $ 38,475 | $ 0 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ (51,872) | $ 0 | (51,872) | $ (23,591) | ||||||||
2016 Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | |||||||||||
Line of Credit | $ 33,475 | |||||||||||
Line of Credit Facility, Interest Rate Description | the adjusted LIBOR, the adjusted Canadian dollar banker’s acceptance rate and the adjusted Euro interbank offered rate bear interest at rates of 4.75%, 5.75%, 5.75% and 5.75%, respectively, provided that each such rate is reduced by 25 basis points if the senior secured first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2016 First Lien Credit Facility is less than or equal to 3.50:1.00 at the end of the most recent fiscal quarter. | |||||||||||
2016 Revolving Credit Facility [Member] | 2016 Standby Letters of Credit [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | |||||||||||
2016 Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.75% | |||||||||||
2016 Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.75% | |||||||||||
2016 Revolving Credit Facility [Member] | Eurodollar [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.75% | |||||||||||
2016 Revolving Credit Facility [Member] | Adjusted Canadian Dollar Banker's Acceptance Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.75% | |||||||||||
2016 First Lien Term Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,100,000 | |||||||||||
2016 First Lien Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,175,000 | |||||||||||
Line Of Credit, Incremental Borrowings | $ 30,000 | |||||||||||
Debt Issuance Costs, Gross | $ 81,900 | |||||||||||
Gain (Loss) on Extinguishment of Debt | 22,600 | |||||||||||
2016 First Lien Credit Facility [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||||
Lines of Credit, Fair Value Disclosure | 1,082,000 | |||||||||||
2016 First Lien Credit Facility [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | |||||||||||
2016 First Lien Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | |||||||||||
2016 Second Lien Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 370,000 | |||||||||||
Line of Credit Facility, Interest Rate Description | (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves, but which amount cannot be less than 1%) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branchs prime lending rate, (ii) the overnight federal funds rate plus 50 basis points, (iii) the one-month adjusted LIBOR plus 1% or (iv) 2%), in each case, plus an applicable margin. | |||||||||||
Line of Credit Facility, Dividend Restrictions | an amount that does not exceed the sum of (i) $57.5 million, plus (ii) the sum of the amount (which amount shall not be less than zero) equal to 50% of consolidated net income of the subsidiaries from January 1, 2016 to the end of the most recent quarter subject to certain conditions, plus (iii) certain other amounts set forth in the definition of Available Amount in the 2016 Second Lien Credit Facility or (y) so long as the total net leverage ratio under the 2016 Second Lien Credit Facility does not exceed 3.75 to 1.00 | |||||||||||
Repayments of Lines of Credit | $ 294,000 | |||||||||||
Penalty And Accrued Interest | 1.00% | |||||||||||
Debt Issuance Costs, Gross | $ 24,000 | |||||||||||
Gain (Loss) on Extinguishment of Debt | 5,000 | |||||||||||
2016 Second Lien Credit Facility [Member] | Capitol Acquisition Corp. III [Member] | ||||||||||||
Gain (Loss) on Extinguishment of Debt | 23,300 | |||||||||||
2016 Second Lien Credit Facility [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||||
Lines of Credit, Fair Value Disclosure | $ 364,900 | |||||||||||
2016 Second Lien Credit Facility [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 8.50% | |||||||||||
2016 Second Lien Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 9.50% | |||||||||||
2017 First Lien Credit Facility [Member] | ||||||||||||
Line of Credit | 1,255,512 | 1,255,512 | ||||||||||
Line Of Credit, Incremental Borrowings | $ 131,200 | |||||||||||
Line of Credit Facility, Interest Rate Description | U.S. dollar borrowings under the 2017 First Lien Credit Facility, at the Companys option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branchs prime lending rate, (ii) the overnight federal funds rate plus 50 basis points or (iii) the one-month adjusted LIBOR plus 1%), in each case, plus an applicable margin. | |||||||||||
Line of Credit Facility, Dividend Restrictions | an amount that does not exceed the sum of (i) $50.0 million, plus (ii) the sum of the amount (which amount shall not be less than zero) equal to 50% of consolidated net income of the subsidiaries from January 1, 2016 to the end of the most recent quarter subject to certain conditions, plus (iii) certain other amounts set forth in the definition of Available Amount in the 2017 First Lien Credit Facility or (y) so long as the total net leverage ratio under the 2017 First Lien Credit Facility does not exceed 3.75 to 1.00 | |||||||||||
Debt Issuance Costs, Net | $ 9,000 | |||||||||||
Debt Issuance Costs, Gross | 10,000 | |||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,000 | |||||||||||
2017 First Lien Credit Facility [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||||
Lines of Credit, Fair Value Disclosure | 1,270,000 | 1,270,000 | ||||||||||
2017 First Lien Credit Facility [Member] | Eurodollar [Member] | ||||||||||||
Line of Credit Facility, Interest Rate Description | Interest is charged on Euro borrowings under the 2017 First Lien Credit Facility at a rate based on the adjusted EURIBOR (a rate equal to the Euro interbank offered rate adjusted for statutory reserves), plus an applicable margin. | |||||||||||
2017 Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | |||||||||||
Line of Credit | 0 | 0 | ||||||||||
Line of Credit Facility, Interest Rate Description | the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 3.00%, 4.00%, and 4.00% respectively; provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S..r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. | |||||||||||
Line of Credit Facility, Expiration Date | Jun. 16, 2022 | |||||||||||
2017 Revolving Credit Facility [Member] | 2017 Standby Letters of Credit [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | |||||||||||
Line of Credit | $ 1,300 | $ 1,300 | ||||||||||
2017 First Lien Dollar Term Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 960,000 | |||||||||||
Line of Credit Facility, Interest Rate Description | the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S..r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. | |||||||||||
Line of Credit Facility, Interest Rate at Period End | 5.58% | 5.58% | ||||||||||
Debt Instrument, Frequency of Periodic Payment | quarterly | |||||||||||
2017 First Lien Dollar Term Credit Facility [Member] | Scenario, Forecast [Member] | ||||||||||||
Debt Instrument, Periodic Payment | $ 2,400 | |||||||||||
2017 First Lien Dollar Term Credit Facility [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |||||||||||
2017 First Lien Dollar Term Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | |||||||||||
2017 First Lien Euro Term Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 250 | |||||||||||
Line of Credit Facility, Interest Rate Description | the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. | |||||||||||
Line of Credit Facility, Interest Rate at Period End | 4.25% | 4.25% | ||||||||||
Debt Instrument, Frequency of Periodic Payment | quarterly | |||||||||||
2017 First Lien Euro Term Credit Facility [Member] | Scenario, Forecast [Member] | ||||||||||||
Debt Instrument, Periodic Payment | € | € 0.6 | |||||||||||
2017 First Lien Euro Term Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | |||||||||||
2017 First Lien Term Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Expiration Date | Jun. 16, 2023 |
Stockholders_ Equity and Equi35
Stockholders’ Equity and Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation | $ 1,018 | $ 1,408 | $ 2,944 | $ 4,024 |
Cost of revenue [Member] | ||||
Share-based Compensation | 84 | 71 | 225 | 199 |
Selling and marketing [Member] | ||||
Share-based Compensation | 65 | 74 | 175 | 175 |
R&D [Member] | ||||
Share-based Compensation | 70 | 139 | 249 | 436 |
G&A [Member] | ||||
Share-based Compensation | $ 799 | $ 1,124 | $ 2,295 | $ 3,214 |
Stockholders_ Equity and Equi36
Stockholders’ Equity and Equity-Based Compensation (Details1) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Stock price volatility | 50.00% | 50.00% |
Expected term (years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Risk-free interest rate | 2.00% | 2.00% |
Dividend yield | 0.00% | 0.00% |
Stockholders_ Equity and Equi37
Stockholders’ Equity and Equity-Based Compensation (Details 2) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Number of Options outstanding as of December 31, 2016 | shares | 0 |
Number of Options Granted | shares | 691,500 |
Number of Options Exercised | shares | 0 |
Number of Options Forfeited | shares | 0 |
Number of Options outstanding as of September 30, 2017 | shares | 691,500 |
Weighted-Average Exercise Price per Share Options outstanding as of December 31, 2016 | $ / shares | $ 0 |
Weighted-Average Exercise Price per Share Granted | $ / shares | 12.78 |
Weighted-Average Exercise Price per Share Exercised | $ / shares | 0 |
Weighted-Average Exercise Price per Share Forfeited | $ / shares | 0 |
Weighted-Average Exercise Price per Share Options outstanding as of September 30, 2017 | $ / shares | $ 12.78 |
Weighted-Average Contractual Term Granted | 10 years |
Weighted-Average Contractual Term Options outstanding as of September 30, 2017 | 10 years |
Aggregate Intrinsic Value Options outstanding as of December 31, 2016 | $ | $ 0 |
Aggregate Intrinsic Value Granted | $ | 165,960 |
Aggregate Intrinsic Value Exercised | $ | 0 |
Aggregate Intrinsic Value Forfeited | $ | 0 |
Aggregate Intrinsic Value Options outstanding as of September 30, 2017 | $ | $ 165,960 |
Stockholders_ Equity and Equi38
Stockholders’ Equity and Equity-Based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Shares Underlying Stock Awards Restricted stock units outstanding as of December 31, 2016 | shares | 0 |
Number of Shares Underlying Stock Awards Granted | shares | 23,000 |
Number of Shares Underlying Stock Awards Vested | shares | 0 |
Number of Shares Underlying Stock Awards Forfeited | shares | 0 |
Number of Shares Underlying Stock Awards Restricted stock units outstanding as of September 30, 2017 | shares | 23,000 |
Weighted-Average Grant Date Fair Value Restricted stock units outstanding as of December 31, 2016 | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 12.78 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | 0 |
Weighted-Average Grant Date Fair Value Restricted stock units outstanding as of September 30, 2017 | $ / shares | $ 12.78 |
Stockholders_ Equity and Equi39
Stockholders’ Equity and Equity-Based Compensation (Details Textual) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 480,000,000 | 480,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Omnibus Incentive Plan 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,100,000 |
Net Loss Per share (Details)
Net Loss Per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net loss | $ (46,409) | $ (39,539) | $ (88,550) | $ (74,651) |
Denominator: | ||||
Weighted-average shares outstanding - basic and diluted | 120,584,316 | 28,369,644 | 60,120,689 | 28,369,644 |
Net loss per share - basic and diluted | $ (0.38) | $ (1.39) | $ (1.47) | $ (2.63) |
Net Loss Per share (Details Tex
Net Loss Per share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 281,019 | 281,019 | 281,019 | 281,019 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Effective Income Tax Rate Reconciliation, Percent | (22.70%) | (25.00%) | (24.00%) | (38.20%) |
Expected Annual Effective Tax Rate | 24.50% |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Operating Leases, Rent Expense | $ 4.3 | $ 4.2 | $ 10.9 | $ 8.6 | |
Other Liabilities [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Deferred Rent Credit | $ 8.4 | $ 8.4 | $ 9.4 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | $ 159,729 | $ 150,778 | $ 462,678 | $ 319,308 |
Americas - U.S. [Member] | ||||
Revenue | 100,125 | 102,851 | 306,167 | 214,329 |
Rest of Americas[Member] | ||||
Revenue | 12,563 | 11,763 | 38,040 | 17,988 |
EMEA [Member] | ||||
Revenue | 40,307 | 30,645 | 100,430 | 80,674 |
APAC [Member] | ||||
Revenue | $ 6,734 | $ 5,519 | $ 18,041 | $ 6,317 |
Geographic Information (Detai45
Geographic Information (Details 1) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Long-lived assets, net | $ 1,650,959 | $ 1,647,476 |
Americas - U.S. [Member] | ||
Long-lived assets, net | 1,162,481 | 1,188,000 |
Rest of Americas[Member] | ||
Long-lived assets, net | 118,110 | 115,223 |
EMEA [Member] | ||
Long-lived assets, net | 340,359 | 313,373 |
APAC [Member] | ||
Long-lived assets, net | $ 30,009 | $ 30,880 |