Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 09, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CISION LTD. | ||
Entity Central Index Key | 1,701,040 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 331,091,297 | ||
Trading Symbol | CISN | ||
Entity Common Stock, Shares Outstanding | 124,370,191 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 148,654 | $ 35,135 |
Restricted cash | 75 | 627 |
Accounts receivable, net | 113,008 | 87,605 |
Prepaid expenses and other current assets | 19,821 | 16,225 |
Total current assets | 281,558 | 139,592 |
Property and equipment, net | 53,578 | 47,947 |
Other intangible assets, net | 456,291 | 511,210 |
Goodwill | 1,136,403 | 1,079,518 |
Other assets | 7,528 | 8,801 |
Total assets | 1,935,358 | 1,787,068 |
Current liabilities: | ||
Current portion of long-term debt | 13,349 | 11,171 |
Due to Cision Owner, Convertible Preferred Equity Certificates | 0 | 443,102 |
Accounts payable | 13,327 | 8,723 |
Accrued compensation and benefits | 25,873 | 26,109 |
Other accrued expenses | 73,483 | 54,862 |
Current portion of deferred revenue | 140,351 | 119,600 |
Total current liabilities | 266,383 | 663,567 |
Long-term debt, net of current portion | 1,266,121 | 1,383,877 |
Deferred revenue, net of current portion | 1,412 | 961 |
Deferred tax liability | 62,617 | 83,209 |
Other liabilities | 22,456 | 14,507 |
Total liabilities | 1,618,989 | 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 13) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding at December 31, 2017 and 2016 | 0 | 0 |
Common stock, $0.0001 par value, 480,000,000 shares authorized; 122,634,922 and 28,369,644 shares issued and outstanding at December 31, 2017 and 2016, respectively | 12 | 3 |
Additional paid-in capital | 771,813 | 11,448 |
Accumulated other comprehensive loss | (35,111) | (73,902) |
Accumulated deficit | (420,345) | (297,303) |
Total stockholders' equity (deficit) | 316,369 | (359,754) |
Total liabilities, mandatorily redeemable equity and stockholders' equity (deficit) | $ 1,935,358 | $ 1,787,068 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 122,634,922 | 28,369,644 |
Common Stock, Shares, Outstanding | 122,634,922 | 28,369,644 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 631,637 | $ 467,772 | $ 333,958 |
Cost of revenue | 200,836 | 162,583 | 125,006 |
Gross profit | 430,801 | 305,189 | 208,952 |
Operating costs and expenses: | |||
Sales and marketing | 114,750 | 92,594 | 71,603 |
Research and development | 22,102 | 19,445 | 16,604 |
General and administrative | 166,759 | 135,737 | 88,448 |
Amortization of intangible assets | 89,159 | 77,058 | 59,914 |
Total operating costs and expenses | 392,770 | 324,834 | 236,569 |
Operating income (loss) | 38,031 | (19,645) | (27,617) |
Non operating income (expense): | |||
Foreign exchange (losses) gains | (5,458) | 6,299 | (10,886) |
Interest and other income, net | 2,132 | 831 | 5,750 |
Interest expense | (116,466) | (117,997) | (61,398) |
Loss on extinguishment of debt | (51,872) | (23,591) | 0 |
Total non operating loss | (171,664) | (134,458) | (66,534) |
Loss before income taxes | (133,633) | (154,103) | (94,151) |
Benefit from income taxes | (10,591) | (55,691) | (3,607) |
Net loss | (123,042) | (98,412) | (90,544) |
Other comprehensive income (loss) - foreign currency translation adjustments | 38,791 | (58,929) | (9,085) |
Comprehensive loss | $ (84,251) | $ (157,341) | $ (99,629) |
Net loss per share: | |||
Basic and diluted | $ (1.63) | $ (3.47) | $ (3.23) |
Weighted-average shares outstanding used in computing per share amounts: | |||
Basic and diluted | 75,696,880 | 28,369,644 | 28,029,023 |
Consolidated Statements of Mand
Consolidated Statements of Mandatorily Redeemable Equity and Stockholders’ Deficit - USD ($) $ in Thousands | Total | Mandatorily Redeemable Equity [Member] | Share Capital | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest [Member] | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2014 | $ (110,818) | $ 5 | $ 3 | $ 17 | $ (107,361) | $ 2,411 | $ (5,888) |
Balance (Shares) at Dec. 31, 2014 | 5,498,688 | 27,914,234 | |||||
Acquisition of noncontrolling interest in Cision AB and subsidiaries | (2,411) | $ 0 | $ 0 | 0 | 0 | (2,411) | 0 |
Issuance of Class A-1 shares to Cision Owner | 887 | $ 644 | $ 0 | 887 | 0 | 0 | 0 |
Issuance of Class A-1 shares to Cision Owner (in Shares) | 6,448 | 0 | |||||
Issuance of equity | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Issuance of equity (Shares) | 0 | 455,410 | |||||
Equity-based compensation expense | 5,294 | $ 0 | $ 0 | 5,294 | 0 | 0 | 0 |
Net loss | (90,544) | 0 | 0 | 0 | (90,544) | 0 | 0 |
Foreign currency translation adjustments | (9,085) | 0 | 0 | 0 | 0 | 0 | (9,085) |
Balance at Dec. 31, 2015 | (206,677) | $ 649 | $ 3 | 6,198 | (197,905) | 0 | (14,973) |
Balance (Shares) at Dec. 31, 2015 | 5,505,136 | 28,369,644 | |||||
Accretion of Class A-1 shares to redemption value (Temporary) | $ 52 | ||||||
Accretion of Class A-1 shares to redemption value | (52) | $ 0 | (52) | 0 | 0 | 0 | |
Noncash capital contribution from Cision Owner | (986) | 0 | 0 | 0 | (986) | 0 | 0 |
Equity-based compensation expense | 5,302 | 0 | 0 | 5,302 | 0 | 0 | 0 |
Net loss | (98,412) | 0 | 0 | 0 | (98,412) | 0 | 0 |
Foreign currency translation adjustments | (58,929) | 0 | 0 | 0 | 0 | 0 | (58,929) |
Balance at Dec. 31, 2016 | (359,754) | $ 701 | $ 3 | 11,448 | (297,303) | 0 | (73,902) |
Balance (Shares) at Dec. 31, 2016 | 5,505,136 | 28,369,644 | |||||
Accretion of Class A-1 shares to redemption value (Temporary) | $ 13 | ||||||
Accretion of Class A-1 shares to redemption value | (13) | $ 0 | (13) | 0 | 0 | 0 | |
Non-cash capital contribution from Cision Owner | 451,139 | $ (714) | $ 0 | 451,139 | 0 | 0 | 0 |
Non-cash capital contribution from Cision Owner (in shares) | (5,505,136) | 0 | |||||
Merger and recapitalization | 305,110 | $ 0 | $ 9 | 305,101 | 0 | 0 | 0 |
Merger and recapitalization (in shares) | 0 | 92,142,758 | |||||
Issuance of holdback and earn-out shares | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Issuance of holdback and earn-out shares (in shares) | 0 | 2,122,520 | |||||
Equity-based compensation expense | 4,138 | $ 0 | $ 0 | 4,138 | 0 | 0 | 0 |
Net loss | (123,042) | 0 | 0 | 0 | (123,042) | 0 | 0 |
Foreign currency translation adjustments | 38,791 | 0 | 0 | 0 | 0 | 0 | 38,791 |
Balance at Dec. 31, 2017 | $ 316,369 | $ 0 | $ 12 | $ 771,813 | $ (420,345) | $ 0 | $ (35,111) |
Balance (Shares) at Dec. 31, 2017 | 0 | 122,634,922 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss | $ (123,042) | $ (98,412) | $ (90,544) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 139,474 | 126,983 | 104,038 |
Non-cash interest charges and amortization of debt discount and deferred financing costs | 63,262 | 34,439 | 9,869 |
Non-cash yield on Convertible Preferred Equity Certificates | 2,292 | 13,080 | 2,583 |
Equity-based compensation expense | 4,138 | 5,302 | 5,294 |
Provision for doubtful accounts | 3,493 | 2,572 | 1,397 |
Deferred income taxes | (23,278) | (69,115) | (14,637) |
Unrealized currency translation losses (gains) | 5,011 | (4,350) | 10,359 |
Gain on sale of business | (1,785) | 0 | (4,700) |
Other | (194) | (234) | 123 |
Changes in operating assets and liabilities, net of effect of acquisitions and disposals: | |||
Accounts receivable | (6,349) | (1,547) | 4,590 |
Prepaid expenses and other current assets | 1,579 | 4,227 | 3,705 |
Other assets | 737 | 4,376 | 4,777 |
Accounts payable | (3,831) | (807) | (1,582) |
Accrued compensation and benefits | (6,235) | 8,228 | (3,893) |
Other accrued expenses | 4,068 | (1,564) | (3,548) |
Deferred revenue | 4,887 | (7,362) | (5,342) |
Other liabilities | 4,621 | 1,557 | (67) |
Net cash provided by operating activities | 68,848 | 17,373 | 22,422 |
Cash flows from investing activities | |||
Purchases of property and equipment | (10,734) | (7,382) | (5,249) |
Software development costs | (14,953) | (11,738) | (11,307) |
Acquisitions of businesses, net of cash acquired of $12,354, $9,071 and, $0 | (78,528) | (804,194) | (4,500) |
Proceeds from disposal of business | 23,675 | 3,998 | 2,089 |
Change in restricted cash | 552 | (100) | 8,303 |
Net cash used in investing activities | (79,988) | (819,416) | (10,664) |
Cash flows from financing activities | |||
Proceeds from revolving credit facility | 5,000 | 33,475 | 0 |
Repayment of revolving credit facility | (38,475) | 0 | 0 |
Proceeds from issuance of Convertible Preferred Equity Certificates to Cision Owner | 0 | 136,025 | 2,821 |
Payment of amounts due to Cision Owner | (1,940) | 0 | (2,821) |
Acquisition of noncontrolling interests | 0 | 0 | (2,411) |
Proceeds from term credit facility, net of debt discount of $10,466, $105,930 and $1,621 | 1,350,259 | 1,364,070 | 33,379 |
Repayments of term credit facility | (1,497,838) | (724,930) | (39,320) |
Payments of capital lease obligations | (171) | (287) | (301) |
Proceeds from merger and recapitalization | 305,110 | 0 | 85 |
Net cash provided by (used in) financing activities | 121,945 | 808,353 | (8,568) |
Effect of exchange rate changes on cash and cash equivalents | 2,714 | (1,781) | (1,161) |
Increase in cash and cash equivalents | 113,519 | 4,529 | 2,029 |
Cash and cash equivalents, Beginning of year | 35,135 | 30,606 | 28,577 |
Cash and cash equivalents, End of year | 148,654 | 35,135 | 30,606 |
Cash paid during the year for | |||
Interest | 102,400 | 94,615 | 48,059 |
Income taxes | 10,250 | 5,582 | 4,680 |
Supplemental non-cash information | |||
Issuance of securities by Cision Owner in connection with acquisitions | 7,000 | 40,000 | 0 |
Non-cash contribution from Cision Owner in connection with merger | $ 451,139 | $ 0 | $ 0 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Acquired from Acquisition | $ 12,354 | $ 9,071 | $ 0 |
Debt Instrument Original Issue Discount | $ 10,466 | $ 105,930 | $ 1,621 |
Business
Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Cision Ltd., a Cayman Islands company, and its subsidiaries (collectively, “Cision”, or the “Company”) is a leading global 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. Merger with Capitol 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 6 ⋅ 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 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. Cision Ltd., the parent company, has no independent operating activity or third-party assets and liabilities. 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 preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, software development costs, useful lives of property, equipment and internal use software, intangible assets and goodwill, contingent liabilities, and fair value of equity-based awards and income taxes. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. The Company considers all highly liquid investments with original maturity dates of three months or less at the time of purchase to be cash equivalents. For all years reported the Company did not carry any investments with original maturity dates of longer than three months. The Company measures certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: Level 1 Inputs are quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. Other than long-term debt and Convertible Preferred Equity Certificates due to Cision Owner at December 31, 2016, the Company had no financial assets or liabilities that were other than Level 1 at December 31, 2017 and 201 Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to the estimated net realizable value. These estimates are made by analyzing the status of significant past-due receivables and by establishing provisions for estimated losses by analyzing current and historical bad debt trends. Actual collection experience has not varied significantly from prior estimates. The allowance for doubtful accounts at December 31, 2017 and 2016 was $ 5.3 2.6 The Company incurs software development costs related to its internal use software. Qualifying costs incurred during the application development stage are capitalized. These costs primarily consist of internal labor and third-party development costs and are amortized using the straight-line method over the estimated useful life of the software, which is generally two years. All other research and development costs are expensed as incurred. Costs to maintain and update the information database are expensed within cost of revenues as these expenses are incurred. For the years ended December 31, 2017, 2016 and 2015, the Company recorded amortization expense related to internal use software of $ 12.4 12.6 6.9 Property, equipment and purchased software are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: three to five years for software and computer and office equipment and five to seven years for furniture and fixtures. Assets acquired under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the terms of the leases. Amortization of assets acquired under capital leases is included in depreciation and amortization expense. Repairs and maintenance costs are charged to expense as incurred. When assets are retired or otherwise disposed of, the asset and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recorded in the results of operations. Long-lived assets include property, equipment and software and intangible assets with finite lives. Intangible assets consist of customer relationships, trade names and purchased technology acquired in business combinations. Intangible assets are amortized using the straight-line method, which approximates the pattern of usage of the economic benefit of the asset, over their estimated useful lives ranging from two to twelve years. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. There were no significant impairment charges for long-lived assets for the years ended December 31, 2017, 2016 or 2015. The Company regularly revisits its estimate of useful economic lives of long lived assets and makes adjustments to those lives where appropriate. The Company has completed a number of acquisitions of businesses during the years ended December 31, 2017, 2016 and 2015 that have resulted in the recording of goodwill and identifiable definite-lived intangible assets. The Company recognizes all of the assets acquired and liabilities assumed at their fair values on the acquisition date. The Company uses significant estimates and assumptions, including fair value estimates, as of the acquisition date using the income and cost approaches (or a combination thereof). Fair values are determined based on Level 3 inputs, including estimated future cash flows, discount rates, royalty rates, growth rates, sales projections, customer retention rates and terminal values, all of which require significant management judgment. The Company refines these estimates that are provisional, as necessary, during the measurement period. The measurement period is the period after the acquisition date, not to exceed one year, in which new information may be gathered about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized. Adjustments to assets and liabilities within the measurement period are recorded with a corresponding offset to goodwill. All other adjustments, including those after the conclusion of the measurement period, are recorded to the consolidated statements of net loss and, to date, have been immaterial. The Company amortizes costs to obtain financing over the term of the underlying obligation using either the effective interest method or the straight-line method, as appropriate. Debt discounts and deferred financing costs are netted from the carrying value of the debt and amortized over the term of the debt using the effective interest method. Deferred financing fees related to the Company’s revolving debt facilities are included within other assets in the consolidated balance sheets. The amortization of deferred financing costs and debt discounts is included in interest expense in the accompanying consolidated statements of net loss and comprehensive loss. Goodwill represents the excess of the cost of an acquired entity over the net fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather is assessed for impairment at least annually. The Company performs its annual impairment assessment on October 1, or whenever events or circumstances indicate impairment may have occurred. On October 1, 2017, 2016 and 2015, the Company performed its annual goodwill impairment assessment based on the fair value of each of the Company’s reporting units. When assessing goodwill for impairment, the Company uses an income approach based on discounted cash flows to determine the fair value of its reporting unit. The Company’s cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors which are consistent with the plans used to manage the Company’s operations. The result of the most recent annual goodwill impairment test performed on October 1, 2017 indicated that the estimated fair value of each reporting unit was at least 40% in excess of its carrying value. Based on the results of the Company’s goodwill impairment tests, there was no indication of impairment as of October 1, 2017, 2016 The reporting currency for all periods presented is the U.S. dollar. The functional currency for the Company’s foreign operating subsidiaries is their local currency. The functional currency of the Company and substantially all of its non operating subsidiaries is the US dollar. The financial statements of these subsidiaries are translated into U.S. dollars using exchange rates in effect at each balance sheet date for assets and liabilities and average exchange rates during the period for revenues and expenses. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ deficit. Gains or losses, whether realized or unrealized due to transactions in foreign currencies and the remeasurement of certain intercompany balances, are included in the consolidated statements of net loss and total comprehensive loss. Employees of CNW Group Ltd. (“CNW”) participate in a defined benefit pension plan whereby pension expense is determined based on a number of actuarial assumptions, which are reviewed on an annual basis. The defined benefit plan has been closed to new participants since 2006. The employees and accompanying pension plan were inherited with the acquisition of PRN Group (“PR Newswire”) on June 16, 2016. The purchase price of PR Newswire was allocated to the assets and obligations of the pension plan based on fair value at the acquisition date. These actuarial assumptions include discount rate, expected rate of return on plan assets, rate of salary increases and other factors. The unfunded status of the plan is recognized as a long-term liability in the consolidated balance sheets at December 31, 2017 and 2016, which is also the measurement date for the defined benefit pension plan for the CNW employees. The Company’s investment in an unconsolidated affiliate over which the Company has significant influence is accounted for under the equity method of accounting. The investment was acquired with the PR Newswire acquisition and the purchase price of PR Newswire was allocated to the investee based on its fair value as of the acquisition date. The Company records its share of the undistributed income or loss from this investment, which, to date, have been immaterial. The Company regularly reviews the carrying value of this investment for impairment using such information as forecasts, business plans and available financial statements of the investee. Since the PR Newswire acquisition, no impairment losses have been recognized. At December 31, 2017 and 2016, the investment in unconsolidated affiliate is $ 4.2 5.6 Comprehensive income (loss) includes the Company’s net income (loss) and foreign currency translation adjustments. There are no other material components of comprehensive loss for the years ended December 31, 2017, 2016 and 2015. The Company derives its revenues from subscription arrangements and related professional services in connection with the Company’s cloud-based software and services offerings. The Company also derives revenues from news distribution services on both a subscription basis and separately from non-subscription arrangements. The Company recognizes revenue when there is persuasive evidence of an arrangement, the service has been provided to the customer, the collection of the fee is probable and the amount of the fee to be paid by the customer is fixed or determinable. The Company’s separate units of accounting consist of its subscription services, transactional services and professional services. The subscription services include access to the Company’s cloud-based software, hosting services, content and content updates and customer support. The Company’s subscription agreements are typically one to three years in length and are non-cancelable, though customers have the right to terminate their agreements for cause if the Company materially breaches its obligations under the agreement. Subscription agreements do not provide customers the right to take possession of the software at any time. The Company does not charge customers an up-front fee for use of the technology. Implementation activities are insignificant and are not subject to a separate fee. In certain cases, the Company charges annual membership fees to customers which are recognized ratably over the one-year membership period. The Company also distributes individual news releases to thousands of distribution points on the Internet, which are then indexed by major search engines and also directly to journalists and other key constituents. Dependent on the nature of the contract with the customer, the Company recognizes revenue on subscription basis over the term of the subscription, or on a per-transaction basis when the press releases are made available to the public. Professional services include broadcast and webcast production. For these services, revenue is recognized when the specific performance is completed and customer acceptance received. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenues. Deferred revenue consists of payments received from or billings to customers in advance of revenue recognition. Deferred revenue to be recognized in the succeeding twelve-month period is included in current deferred revenue with the remaining amounts included in noncurrent deferred revenue. Invoices issued in advance of the fulfillment of a deliverable or the start of the customers’ subscription term are typically not significant. Sales commissions relate to the sale of subscription, transaction, and professional services agreements, and are expensed as incurred. The Company expenses advertising costs as incurred. Advertising costs for the years ended December 31, 2017, 2016 and 2015 were approximately $ 5.9 7.0 8.9 The Company recognizes equity-based CPECs were held by Cision Owner and were presented as liabilities in the consolidated balance sheet at December 31, 2016. The CPEC’s were redeemable at any time by the Company and matured 49 The Company has determined that its Chief Executive Officer is the Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on both a consolidated basis and on a geographic regional basis. Since its inception, the Company has completed several significant acquisitions and has expended significant efforts in integrating these acquisitions into a single commercial software solution, available to all customers in all geographies. As a result of the long-term qualitative and quantitative similar economic characteristics exhibited by the sale of a single product suite in all the Company’s regions, the Company has determined that its operating segments meet the criteria to be aggregated into one reportable segment. Prior to the June 29, 2017 Transactions, net loss 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 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. Customers are granted credit on an unsecured basis. Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses. The Company provides cloud-based software, distribution services and related professional services to various customers across many industries. As of December 31, 2017 and 2016, no individual customer accounted for 10% or more of net accounts receivable. For the years ended December 31, 2017, 2016 and 2015, no individual customer accounted for 10% or more of revenue. Income taxes are determined utilizing the asset and liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences between the respective reported amounts and tax bases of assets and liabilities, as well as for operating loss and tax-credit carryforwards. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. 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 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. The Company is also required to assess at each reporting date whether it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next twelve months. The Company files income tax returns in the U.S. federal jurisdictions and various state and foreign jurisdictions and is subject to U.S. federal, state, and foreign tax examinations for years ranging from 2012 to 2017. On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which contains several key tax provisions that affected the Company including a reduction of the federal corporate income tax rate to 21 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) Recent Accounting Pronouncements Not Yet Effective In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition In February 2018, the FASB issued ASU 2018-02, Income Statement Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income 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 October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory 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 |
Business Combinations and Dispo
Business Combinations and Dispositions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations and Dispositions | 3. Business Combinations and Dispositions Acquisition of PR Newswire On June 16, 2016, the Company acquired all of the assets of 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 year ended December 31, 2016, the Company incurred acquisition-related transaction costs of $ 22.4 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 year ended December 31, 2017, the Company made certain measurement period adjustments to the initial purchase price allocation resulting in an increase to deferred revenue of $ 3.3 2.6 increase 0.7 Sale of Agility Net Assets In July 2016, the Company sold the net assets of its Agility PR workflow business for approximately $ 4.3 2.0 The PR Newswire acquired entity contributed revenue of $ 165.1 For all acquisitions made since Inception, 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 acquisitions as well as the value of the assembled workforce in accordance with generally accepted accounting principles. The Company did not record any in-process research and development intangible assets in connection with any acquisition to date. The purchase price allocation is complete for all acquisitions made since Inception and measurement period adjustments have not been material. 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 year ended December 31, 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 For the year ended December 31, 2017, the former owners of Bulletin Intelligence earned $2.9 million in relation to the earn out, which was paid subsequent to December 31, 2017. On the date of acquisition, the for $7.0 million 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 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. Purchase of Argus On June 22, 2017, the Company acquired all of the outstanding shares of L’Argus de la Presse (“Argus”), a Paris-based provider of media monitoring solutions, for € 6.0 6.8 1.1 1.2 During the year ended December 31, 2017, the Company incurred acquisition-related transaction costs of $ 0.9 net loss 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 $ 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 is not 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. Purchase of CEDROM On December 19, 2017, the Company acquired all of the outstanding shares of CEDROM, which is a Montréal-based provider of digital media monitoring solutions, for CAD 33.1 25.9 During the year ended December 31, 2017, the Company incurred acquisition-related transaction costs of $ 1.0 The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. 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 CEDROM acquired on December 19, 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 five to twelve years on an accelerated basis. (in thousands) Cash and cash equivalents $ 2,394 Accounts receivable, net 2,955 Prepaid and other assets 1,749 Property, equipment and software, net 1,256 Trade name 1,061 Customer relationships 3,517 Purchased technology 7,765 Goodwill 16,642 Total assets acquired 37,339 Accounts payable, accrued liabilities, and other liabilities (4,288) Deferred revenue (3,709) Deferred taxes (3,412) Total liabilities assumed (11,409) Net assets acquired $ 25,930 Goodwill is not 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. The acquired entities of Bulletin Intelligence, Argus, and CEDROM together contributed revenue of $ 44.8 The PR Newswire related activities contributed revenue o 165.1 acquisitions 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, Argus and CEDROM as if they had occurred as of January 1, 2016. (in thousands except share and per share data) 2017 2016 2015 Revenue $ 673,566 $ 703,198 $ 657,267 Net loss $ (116,518) $ (83,228) $ (127,200) Net loss per share basic and diluted $ (1.54) $ (2.93) $ (4.54) |
Property, Equipment and Purchas
Property, Equipment and Purchased Software | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Purchased Software | 4. Property, Equipment and Purchased Software (in thousands) 2017 2016 Purchased software, computer and office equipment $ 41,053 $ 32,282 Furniture and fixtures 4,992 3,557 Leasehold improvements 25,983 23,149 Equipment under capital lease obligations 1,059 1,034 Capitalized software development costs 57,617 37,736 Property and equipment at cost 130,704 97,758 Less: Accumulated depreciation and amortization (77,126) (49,811) Property and equipment, net $ 53,578 $ 47,947 Depreciation and amortization expense of property equipment and software, including depreciation on equipment under capital leases, was $ 25.7 25.0 19.5 15.2 15.7 9.9 10.5 9.3 9.6 |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 5. Goodwill and Intangibles (in thousands) 2017 2016 Balances as of January 1 $ 1,079,518 $ 584,180 Acquisition of PR Newswire 537,218 Disposition of Agility (1,992) Disposal of Vintage (14,662) Acquisition of Bulletin Intelligence 19,520 Acquisition of Argus 5,092 Adjustments of PR Newswire 2,147 Acquisition of CEDROM 16,642 Effects of foreign currency 28,146 (39,888) Balances as of December 31 $ 1,136,403 $ 1,079,518 December 31, 2017 (in thousands) Gross Foreign Accumulated Net Carrying Trade names and brand $ 370,435 $ (1,519) $ (75,273) $ 293,643 Customer relationships 302,009 (12,472) (168,460) 121,077 Purchased technology 133,830 (5,276) (86,983) 41,571 Balances at December 31, 2017 $ 806,274 $ (19,267) $ (330,716) $ 456,291 December 31, 2016 (in thousands) Gross Foreign Accumulated Net Carrying 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 Expense related to amortization of intangible assets for the years ended December 31, 2017, 2016 and 2015 was $ 113.8 102.0 84.6 24.6 24.9 24.7 89.2 77.1 59.9 Weighted-average useful life at December 31, 2017 Years Trade names and brand 12.8 Customer relationships 5.9 Purchased technology 3.9 (in thousands) Year ended December 31, 2018 $ 100,222 2019 80,358 2020 58,332 2021 47,882 2022 36,162 Thereafter 133,335 $ 456,291 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt December 31, 2017 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,349 $ 1,318,262 $ 1,331,611 Unamortized debt discount and issuance costs (52,141) (52,141) Balances at December 31, 2017 $ 13,349 $ 1,266,121 $ 1,279,470 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 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. On December 14, 2017, the Company amended the 2017 First Lien Credit Facility to borrow an additional $ 75.0 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. 4.25 5.94 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. As of December 31, 2017, the Company had no outstanding borrowings and $ 1.3 1,332 The Company incurred approximately $ 10.0 1.0 9.0 The Company began to make quarterly principal payments starting December 31, 2017 under 2.6 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 have restrictions on making cash dividends, subject to certain exceptions, including that the subsidiaries are permitted to declare and pay cash dividends: (a) in any amount, so long as the total net leverage ratio under the 2017 First Lien Credit Facility would not exceed 3.75 to 1.00 after making such payment; (b) in an amount per annum not greater than 6.0% of (i) the market capitalization of the Company’s ordinary shares (based on the average closing price of its shares during the 30 trading days preceding the declaration of such payment) plus (ii) the $ 305.2 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. 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. 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 required 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 had restrictions on 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 22.5 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 $ 5.7 The Company incurred approximately $ 24.0 The fair value of the Company’s First Lien Credit Facility at December 31, 2017 and 2016 was $ 1,347 1,082 364.9 Convertible Preferred Equity Certificates (in thousands) Balance at December 31, 2014 $ 259,093 Issued during 2015 2,821 Yield accreted for 2015 2,583 Balance at December 31, 2015 264,497 Issued during 2016 165,525 Yield accreted for 2016 13,934 Yield paid in 2016 (854) Balance at December 31, 2016 443,102 Issued during 2017 6,902 Yield accreted for 2017 3,978 Yield paid in 2017 (3,557) Converted to equity upon merger with Capitol (450,425) Balance at December 31, 2017 $ During the year ended December 31, 2016, CPECs with a contractual redemption value of $ 40.0 29.5 10.5 CPEC’s were contributed as equity simultaneously with the closing of the Merger on June 29, 2017. Note Purchase Agreement 35.0 Interest was charged on borrowings under the Note Purchase Agreement at a rate of 11.75 39.1 The Company incurred approximately $ 1.1 0.6 41.2 Future Minimum Principal Payments (in thousands) Year ended December 31, 2018 $ 13,349 2019 13,349 2020 13,349 2021 13,349 2022 13,349 Thereafter 1,264,866 $ 1,331,611 (in thousands) 2017 2016 2015 First Lien Credit Facility $ 74,833 $ 56,352 $ 30,499 Second Lien Credit Facility 20,857 29,408 17,338 Loan Authorization Agreement 81 Revolving Credit Facility 1,397 1,198 Accretion of debt discount and deferred financing costs 14,275 13,445 5,972 Note Purchase Agreement 2,170 4,048 Accretion of Convertible Preferred Equity Certificates due to Cision Owner 1,838 10,500 Yield on Convertible Preferred Equity Certificates due to Cision Owner 2,140 3,433 2,583 Commitment fees and other 1,126 1,491 877 Total interest expense $ 116,466 $ 117,997 $ 61,398 |
Stockholders_ Equity and Equity
Stockholders’ Equity and Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity and Equity-Based Compensation | 7. 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. For the Years Ended December 31, (in thousands) 2017 2016 2015 Cost of revenue $ 337 $ 277 $ 258 Selling and marketing 280 255 228 R&;D 319 551 457 G&;A 3,202 4,219 4,351 Total equity based compensation expense $ 4,138 $ 5,302 $ 5,294 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 Year Ended December 31, 2017 Stock price volatility 50 % Expected term (years) 6.3 Risk-free interest rate 2.0 % Dividend yield 0 % Number of Weighted- Weighted- Aggregate Options outstanding as of December 31, 2016 $ $ Granted 691,500 12.78 9.7 Exercised Forfeited Options outstanding as of December 31, 2017 691,500 $ 12.78 9.7 $ 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 December 31, 2017. Number of Shares Weighted-Average Restricted stock units outstanding as of December 31, 2016 $ Granted 34,945 12.40 Vested Forfeited Restricted stock units outstanding as of December 31, 2017 34,945 $ 12.40 As of December 31, 2017, the Company had $ 3.9 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 8. Employee Benefit Plans The Company sponsors defined-contribution, profit-sharing and other benefit plans in the United States, Canada, the United Kingdom and France. Total expense for the plans for the years ended December 31, 2017, 2016 and 2015 related to defined contribution plans, were approximately $ 6.2 4.4 2.2 CNW Retirement Plans Employees of CNW participate in a defined benefit pension plan component. The defined benefit plan has been closed to new participants since 2006. In addition, CNW maintains a non-registered defined benefit pension plan for a former executive, which provides benefits in excess of those payable from the registered defined benefit plan. The actuarial cost method used for the valuation of the defined benefit post-employment benefits is the present value of the benefits expected to be paid. CNW's contributions to defined contribution plans are expensed as incurred. The net periodic pension expense recognized for CNW’s defined benefit plan for the year ended December 31, 2017 and for period since the date of acquisition of PR Newswire through December 31, 2016 was $ 0.7 0.3 Reconciliation of Benefit Obligations, Plan Assets and Funded Status (in thousands) 2017 2016 Change in benefit obligation Benefit obligation balance at January 1, 2017 and June 16, 2016: $ 11,412 $ 11,758 Service cost 209 118 Interest cost 475 219 Participant contributions 29 22 Actuarial gain (loss) 229 (134) Benefits paid (718) (185) Currency translation 798 (386) Benefit obligation balance at December 31, $ 12,434 $ 11,412 (in thousands) 2017 2016 Change in plan assets Fair value of plan assets at January 1, 2017 and June 16, 2016: $ 8,937 $ 10,101 Return on plan assets 1,250 (850) Employer contributions 538 289 Participant contributions 29 22 Benefits paid (718) (185) Currency translation 654 (440) Fair value of plan assets at December 31, $ 10,690 $ 8,937 The amount recognized in the consolidated balance sheets as long-term pension obligation as of December 31, 2017 and 2016 was $ 1.8 2.5 $ 1.8 (0.5) Assumptions 2017 2016 Discount rate 3.5 % 4.1 % Rate of compensation increase 3.5 % 3.5 % Expected return on plan assets 2.0 % 2.0 % Future Cash Flows of Benefit Plans (in thousands) Projected company contributions for 2018 $ 675 Expected benefit payments for year ended December 31, 2018 $ 430 2019 448 2020 441 2021 447 2022 444 Thereafter 2,573 The long-term rates of return are determined based on the nature of each plan’s investments, an expectation for each plan’s investment strategies, historical rates of return and current economic forecasts, among other factors, and are evaluated annually and adjusted as necessary. |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliate | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | 9. Investment in Unconsolidated Affiliate Pursuant to the acquisition of PR Newswire in June 2016, the Company became the owner of a 50 0.4 0.2 |
Net Loss Per share
Net Loss Per share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per share | 10. 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 1 989,980 1 7 For the Years Ended December 31, (in thousands except share and per share data) 2017 2016 2015 Numerator: Net loss $ (123,042) $ (98,412) $ (90,544) Denominator: Weighted-average shares outstanding basic and diluted 75,696,880 28,369,644 28,029,023 Net loss per share basic and diluted $ (1.63) $ (3.47) $ (3.23) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes (in thousands) 2017 2016 2015 U.S. $ (134,132) $ (140,443) $ (60,980) Foreign 499 (13,660) (33,171) Total loss before income taxes $ (133,633) $ (154,103) $ (94,151) (in thousands) 2017 2016 2015 Current expense Federal $ 2,052 $ 419 $ 570 State 3,892 1,260 714 Foreign 8,406 9,123 3,128 Total current expense 14,350 10,802 4,412 Deferred benefit Federal (16,204) (54,550) (2,442) State (364) (5,805) 1,632 Foreign (8,373) (6,138) (7,209) Total deferred benefit (24,941) (66,493) (8,019) Total benefit from income taxes $ (10,591) $ (55,691) $ (3,607) The Company’s effective tax rate for the years ended December 31, 2017, 2016 and 2015 was a benefit of 7.9 36.1 3.8 0 2017 2016 2015 Income tax at Cayman Islands statutory rate 0.0 0.0 0.0 State income taxes, net of U.S. federal benefit (0.8) 1.9 (2.2) Expense from different foreign tax rates 37.5 34.1 28.1 Change in valuation allowance (13.8) 10.2 (17.2) Nondeductible expenses (4.8) (9.7) (5.2) Tax Act (8.9) Other (1.3) (0.4) 0.3 Effective tax rate 7.9 % 36.1 % 3.8 % (in thousands) 2017 2016 Deferred tax assets Net operating loss carryforwards $ 41,303 $ 42,206 Allowance for doubtful accounts 915 2,043 Accrued expenses 2,899 6,936 Deferred interest 51,817 47,943 Deferred revenue 2,537 2,526 Transaction costs 2,218 3,215 Tax credits 5,750 4,065 Other 6,143 4,008 Total deferred tax assets 113,582 112,942 Valuation allowance (46,666) (3,437) Net deferred tax assets 66,916 109,505 Deferred tax liabilities Capitalized software development costs (4,410) (5,707) Fixed assets (13) (3,075) Goodwill and intangible assets (113,246) (182,251) Deferred financing costs (10,304) Other (1,560) (1,681) Total deferred tax liabilities (129,533) (192,714) Net deferred tax liability $ (62,617) $ (83,209) Disclosed as Deferred tax asset long-term $ $ Deferred tax liability long-term (62,617) (83,209) Net deferred tax liability long-term $ (62,617) $ (83,209) On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which significantly revises the ongoing U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35 21 Due to the complexities involved in accounting for the recently enacted Tax Act, the U.S. Securities and Exchange Commission issued SAB 118, which requires that the Company include in its financial statements the reasonable estimate of the impact of the Tax Act to the extent such reasonable estimate has been determined. Accordingly, the Company recorded the following reasonable estimates of the tax impact in its consolidated financial statements as of and for the year ended December 31, 2017. a) A provisional tax expense of $ 5.5 2.1 b) A provisional tax expense of $ 6.4 The Tax Act also includes a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a base erosion anti-abuse tax (“BEAT”) measure that taxes certain payments between a U.S. corporation and its subsidiaries. The Company will be subject to the GILTI and BEAT provisions effective beginning January 1, 2018 and is in the process of analyzing their effects, including how to account for the GILTI provision from an accounting policy standpoint. The final impact on the Company from the Tax Act’s transition tax legislation may differ from the aforementioned reasonable estimate due to the complexity of calculating and supporting with primary evidence such U.S. tax attributes as accumulated foreign earnings and profits and foreign tax paid, and other tax components involved in foreign tax credit calculations for prior years back to 1986. Such differences could be material, due to, among other things, changes in interpretations of the Tax Act, future legislative action to address questions that arise because of the Tax Act, changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition tax's reasonable estimate. Pursuant to SAB 118, the Company is allowed a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. Accordingly, the Company accrued the transition tax and to the net change in deferred tax liabilities including additional valuation allowance based on the reasonable estimate guidance. The Company will continue to refine its estimate of the impact of the U.S. Tax Act and will record any resulting tax adjustments during the year ended December 31, 2018. Additionally, the Company currently believes it will use its net operating loss carryforwards to offset the transition tax, exclusive of the Canadian withholding tax. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company assessed the realizability of deferred tax assets and whether it is more likely than not that a portion, or all, of the deferred tax assets can be realized. Management considers the scheduled reversal of deferred tax liabilities and tax planning strategies in making this assessment. During 2015, management concluded that a valuation allowance was required for the U.S. Federal deferred tax assets, net of federal deferred tax liabilities excluding deferred tax liabilities relating to indefinite lived intangibles. In 2016, management concluded that the valuation allowance on the U.S. federal deferred tax assets was no longer required as a result of the deferred tax liabilities established in the acquisition of PR Newswire. The reversal of such deferred tax liabilities will allow for the realizability of the U.S. deferred tax assets. In 2017, management concluded that a valuation allowance of $ 26.8 0.7 19.2 At December 31, 2017, the Company has not provided for income taxes on $ 42.0 5.5 2.1 As of December 31, 2017, the Company has net operating loss carryforwards for federal and state tax purposes of approximately $ 86.2 47.9 1.4 2.3 79.6 Certain of the Company’s federal and state NOL carryforwards are subject to annual limitations under Section 382 of Internal Revenue Code. Based on the purchase price for the U.S. companies, the limitations imposed under Section 382 will not preclude the Company from realizing these NOLs. (in thousands) 2017 2016 2015 Beginning balance $ 2,944 $ 2,634 $ 2,224 Additions based on tax provisions related to the current year 903 210 410 Additions based on tax positions related to prior years 100 Reductions to tax positions of prior years (111) Reductions for expiration of statute of limitations Settlements Ending balance $ 3,736 $ 2,944 $ 2,634 Company recognizes the effects of uncertain income tax positions only if those positions are more likely than not of being sustained. The Company has recorded a liability for uncertain tax positions associated primarily with tax credits and transfer pricing in the amount of $ 3.7 2.9 The Company does not expect unrecognized tax benefits to change significantly over the next twelve months, and the entire amount of unrecognized tax benefits, if recognized, would affect the effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in the consolidated financial statements as a component of the income tax provision, and has accrued $ 1.1 0.1 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions The Company is party to a professional services agreement with the majority owner of its parent. The Company incurred approximately $ 0.3 0.6 Certain transactions between the Company and Cision Owner have been described elsewhere in these consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. 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 December 31, 2017 and 2016, deferred rent of $ 10.2 9.4 (in thousands) Operating Leases 2018 $ 16,265 2019 15,045 2020 13,138 2021 10,307 2022 9,855 Thereafter 21,550 Total future minimum payments $ 86,160 Rent expense was $ 16.8 13.9 9.4 Purchase Commitments (in thousands) Commitments Year ended December 31, 2018 $ 7,104 2019 2,322 2020 185 2021 2022 Thereafter $ 9,611 Letters of Credit As of December 31, 2017 and 2016, the Company had a total of $ 1.3 1.1 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. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 14. Segment and Geographic Information The Company has determined that its Chief Executive Officer is the Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on both a consolidated basis and on a geographic regional basis. Since its inception, the Company has completed several significant acquisitions and has expended significant efforts to provide an integrated set of software and services to all customers in all geographies. As a result of the long-term qualitative and quantitative similar economic characteristics exhibited by the sale of an integrated set of products and services in all the Company’s regions, the Company has determined that its operating segments meet the criteria to be aggregated into one reportable segment. Geographical revenue information is based on revenue generated through the sale of products and services to customers located within the specified geography. Long-lived assets consist of property, plant and equipment. Property, plant and equipment information is based on the physical location of the assets at the end of each fiscal year. Revenue by geography is based on the location of the subsidiary that executed the customer contract. (in thousands) 2017 2016 2015 Revenue: Americas U.S. $ 410,621 $ 316,177 $ 218,628 Rest of Americas 51,650 29,891 10,105 EMEA 144,127 110,225 105,225 APAC 25,239 11,479 $ 631,637 $ 467,772 $ 333,958 (in thousands) 2017 2016 Long-lived assets, net Americas U.S. $ 1,138,360 $ 1,188,000 Rest of Americas 145,837 115,223 EMEA 336,937 313,373 APAC 29,816 30,880 $ 1,650,950 $ 1,647,476 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On January 23, 2018, the Company completed its acquisition of PRIME Research (“Prime”). The purchase price was approximately € 75.7 93.3 56.8 1.7 16.4 2.5 700 On February 8, 2018, the Company completed its debt repricing transaction on its 2017 First Lien Credit Facility and 2017 Revolver Credit Facility. The 2017 First Lien Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 1.00 1.00 0.75 0.75 0.75 0.50 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts and Deferred Tax Assets | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Allowance for Doubtful Accounts and Deferred Tax Assets | 16. Allowance for Doubtful Accounts and Deferred Tax Assets (in thousands) Balance at Amounts Additions Balance at Allowance for doubtful accounts: Year Ended December 31, 2015 $ 971 $ 1,397 $ (1,120) $ 1,248 Year Ended December 31, 2016 1,248 2,572 (1,215) 2,605 Year Ended December 31, 2017 2,605 3,493 (796) $ 5,302 Allowance for deferred tax assets: Year Ended December 31, 2015 $ 12,648 $ 16,294 $ (9,925) $ 19,017 Year Ended December 31, 2016 19,017 (15,315) (265) 3,437 Year Ended December 31, 2017 3,437 34,770 8,459 46,666 |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | 17. Quarterly Financial Information (Unaudited) Year Ended December 31, 2017 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 145,818 $ 157,131 $ 159,729 $ 168,959 Gross profit 100,752 107,913 106,442 115,694 Net loss (22,993) (19,148) (46,409) (34,492) Loss per share: Basic and diluted (0.82) (0.63) (0.38) (0.28) Year Ended December 31, 2016 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 77,704 $ 90,826 $ 150,778 $ 148,464 Gross profit 49,167 58,706 99,197 98,119 Net loss (14,146) (20,966) (39,539) (23,761) Loss per share: Basic and diluted (0.50) (0.74) (1.39) (0.84) |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
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. Cision Ltd., the parent company, has no independent operating activity or third-party assets and liabilities. 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 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, software development costs, useful lives of property, equipment and internal use software, intangible assets and goodwill, contingent liabilities, and fair value of equity-based awards and income taxes. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. |
Cash and Cash Equivalents and Investments | Cash and Cash Equivalents and Investments The Company considers all highly liquid investments with original maturity dates of three months or less at the time of purchase to be cash equivalents. For all years reported the Company did not carry any investments with original maturity dates of longer than three months. |
Fair Value Measurement | Fair Value Measurements The Company measures certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: Level 1 Inputs are quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. Other than long-term debt and Convertible Preferred Equity Certificates due to Cision Owner at December 31, 2016, the Company had no financial assets or liabilities that were other than Level 1 at December 31, 2017 and 201 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to the estimated net realizable value. These estimates are made by analyzing the status of significant past-due receivables and by establishing provisions for estimated losses by analyzing current and historical bad debt trends. Actual collection experience has not varied significantly from prior estimates. The allowance for doubtful accounts at December 31, 2017 and 2016 was $ 5.3 2.6 |
Software Development and Research and Development | Internal Use Software Development The Company incurs software development costs related to its internal use software. Qualifying costs incurred during the application development stage are capitalized. These costs primarily consist of internal labor and third-party development costs and are amortized using the straight-line method over the estimated useful life of the software, which is generally two years. All other research and development costs are expensed as incurred. Costs to maintain and update the information database are expensed within cost of revenues as these expenses are incurred. For the years ended December 31, 2017, 2016 and 2015, the Company recorded amortization expense related to internal use software of $ 12.4 12.6 6.9 |
Property, Equipment and Purchased Software | Property, Equipment and Purchased Software Property, equipment and purchased software are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: three to five years for software and computer and office equipment and five to seven years for furniture and fixtures. Assets acquired under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the terms of the leases. Amortization of assets acquired under capital leases is included in depreciation and amortization expense. Repairs and maintenance costs are charged to expense as incurred. When assets are retired or otherwise disposed of, the asset and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recorded in the results of operations. |
Long-Lived Assets | Long-lived assets include property, equipment and software and intangible assets with finite lives. Intangible assets consist of customer relationships, trade names and purchased technology acquired in business combinations. Intangible assets are amortized using the straight-line method, which approximates the pattern of usage of the economic benefit of the asset, over their estimated useful lives ranging from two to twelve years. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. There were no significant impairment charges for long-lived assets for the years ended December 31, 2017, 2016 or 2015. The Company regularly revisits its estimate of useful economic lives of long lived assets and makes adjustments to those lives where appropriate. |
Business Combinations | The Company has completed a number of acquisitions of businesses during the years ended December 31, 2017, 2016 and 2015 that have resulted in the recording of goodwill and identifiable definite-lived intangible assets. The Company recognizes all of the assets acquired and liabilities assumed at their fair values on the acquisition date. The Company uses significant estimates and assumptions, including fair value estimates, as of the acquisition date using the income and cost approaches (or a combination thereof). Fair values are determined based on Level 3 inputs, including estimated future cash flows, discount rates, royalty rates, growth rates, sales projections, customer retention rates and terminal values, all of which require significant management judgment. The Company refines these estimates that are provisional, as necessary, during the measurement period. The measurement period is the period after the acquisition date, not to exceed one year, in which new information may be gathered about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized. Adjustments to assets and liabilities within the measurement period are recorded with a corresponding offset to goodwill. All other adjustments, including those after the conclusion of the measurement period, are recorded to the consolidated statements of net loss and, to date, have been immaterial. |
Deferred Financing Costs and Debt Discounts | Deferred Financing Costs and Debt Discounts The Company amortizes costs to obtain financing over the term of the underlying obligation using either the effective interest method or the straight-line method, as appropriate. Debt discounts and deferred financing costs are netted from the carrying value of the debt and amortized over the term of the debt using the effective interest method. Deferred financing fees related to the Company’s revolving debt facilities are included within other assets in the consolidated balance sheets. The amortization of deferred financing costs and debt discounts is included in interest expense in the accompanying consolidated statements of net loss and comprehensive loss. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired entity over the net fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather is assessed for impairment at least annually. The Company performs its annual impairment assessment on October 1, or whenever events or circumstances indicate impairment may have occurred. On October 1, 2017, 2016 and 2015, the Company performed its annual goodwill impairment assessment based on the fair value of each of the Company’s reporting units. When assessing goodwill for impairment, the Company uses an income approach based on discounted cash flows to determine the fair value of its reporting unit. The Company’s cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors which are consistent with the plans used to manage the Company’s operations. The result of the most recent annual goodwill impairment test performed on October 1, 2017 indicated that the estimated fair value of each reporting unit was at least 40% in excess of its carrying value. Based on the results of the Company’s goodwill impairment tests, there was no indication of impairment as of October 1, 2017, 2016 |
Foreign Currency and Operations | Foreign Currency The reporting currency for all periods presented is the U.S. dollar. The functional currency for the Company’s foreign operating subsidiaries is their local currency. The functional currency of the Company and substantially all of its non operating subsidiaries is the US dollar. The financial statements of these subsidiaries are translated into U.S. dollars using exchange rates in effect at each balance sheet date for assets and liabilities and average exchange rates during the period for revenues and expenses. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ deficit. Gains or losses, whether realized or unrealized due to transactions in foreign currencies and the remeasurement of certain intercompany balances, are included in the consolidated statements of net loss and total comprehensive loss. |
Defined Benefit Pension Plans | Defined Benefit Pension Plan Employees of CNW Group Ltd. (“CNW”) participate in a defined benefit pension plan whereby pension expense is determined based on a number of actuarial assumptions, which are reviewed on an annual basis. The defined benefit plan has been closed to new participants since 2006. The employees and accompanying pension plan were inherited with the acquisition of PRN Group (“PR Newswire”) on June 16, 2016. The purchase price of PR Newswire was allocated to the assets and obligations of the pension plan based on fair value at the acquisition date. These actuarial assumptions include discount rate, expected rate of return on plan assets, rate of salary increases and other factors. The unfunded status of the plan is recognized as a long-term liability in the consolidated balance sheets at December 31, 2017 and 2016, which is also the measurement date for the defined benefit pension plan for the CNW employees. |
Investment in Unconsolidated Affiliate | Investment in Unconsolidated Affiliate The Company’s investment in an unconsolidated affiliate over which the Company has significant influence is accounted for under the equity method of accounting. The investment was acquired with the PR Newswire acquisition and the purchase price of PR Newswire was allocated to the investee based on its fair value as of the acquisition date. The Company records its share of the undistributed income or loss from this investment, which, to date, have been immaterial. The Company regularly reviews the carrying value of this investment for impairment using such information as forecasts, business plans and available financial statements of the investee. Since the PR Newswire acquisition, no impairment losses have been recognized. At December 31, 2017 and 2016, the investment in unconsolidated affiliate is $ 4.2 5.6 |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes the Company’s net income (loss) and foreign currency translation adjustments. There are no other material components of comprehensive loss for the years ended December 31, 2017, 2016 and 2015. |
Revenue Recognition | Revenue Recognition The Company derives its revenues from subscription arrangements and related professional services in connection with the Company’s cloud-based software and services offerings. The Company also derives revenues from news distribution services on both a subscription basis and separately from non-subscription arrangements. The Company recognizes revenue when there is persuasive evidence of an arrangement, the service has been provided to the customer, the collection of the fee is probable and the amount of the fee to be paid by the customer is fixed or determinable. The Company’s separate units of accounting consist of its subscription services, transactional services and professional services. The subscription services include access to the Company’s cloud-based software, hosting services, content and content updates and customer support. The Company’s subscription agreements are typically one to three years in length and are non-cancelable, though customers have the right to terminate their agreements for cause if the Company materially breaches its obligations under the agreement. Subscription agreements do not provide customers the right to take possession of the software at any time. The Company does not charge customers an up-front fee for use of the technology. Implementation activities are insignificant and are not subject to a separate fee. In certain cases, the Company charges annual membership fees to customers which are recognized ratably over the one-year membership period. The Company also distributes individual news releases to thousands of distribution points on the Internet, which are then indexed by major search engines and also directly to journalists and other key constituents. Dependent on the nature of the contract with the customer, the Company recognizes revenue on subscription basis over the term of the subscription, or on a per-transaction basis when the press releases are made available to the public. Professional services include broadcast and webcast production. For these services, revenue is recognized when the specific performance is completed and customer acceptance received. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenues. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of payments received from or billings to customers in advance of revenue recognition. Deferred revenue to be recognized in the succeeding twelve-month period is included in current deferred revenue with the remaining amounts included in noncurrent deferred revenue. Invoices issued in advance of the fulfillment of a deliverable or the start of the customers’ subscription term are typically not significant. |
Sales Commissions | Sales Commissions Sales commissions relate to the sale of subscription, transaction, and professional services agreements, and are expensed as incurred. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the years ended December 31, 2017, 2016 and 2015 were approximately $ 5.9 7.0 8.9 |
Equity-Based Compensation | Equity-Based Compensation The Company recognizes equity-based |
Convertible Preferred Equity Certificates | CPECs were held by Cision Owner and were presented as liabilities in the consolidated balance sheet at December 31, 2016. The CPEC’s were redeemable at any time by the Company and matured 49 |
Segments | Segments The Company has determined that its Chief Executive Officer is the Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on both a consolidated basis and on a geographic regional basis. Since its inception, the Company has completed several significant acquisitions and has expended significant efforts in integrating these acquisitions into a single commercial software solution, available to all customers in all geographies. As a result of the long-term qualitative and quantitative similar economic characteristics exhibited by the sale of a single product suite in all the Company’s regions, the Company has determined that its operating segments meet the criteria to be aggregated into one reportable segment. |
Net Loss per Share | Net Loss per Share Prior to the June 29, 2017 Transactions, net loss 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 |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. Customers are granted credit on an unsecured basis. Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses. The Company provides cloud-based software, distribution services and related professional services to various customers across many industries. As of December 31, 2017 and 2016, no individual customer accounted for 10% or more of net accounts receivable. For the years ended December 31, 2017, 2016 and 2015, no individual customer accounted for 10% or more of revenue. |
Income Taxes | Income Taxes Income taxes are determined utilizing the asset and liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences between the respective reported amounts and tax bases of assets and liabilities, as well as for operating loss and tax-credit carryforwards. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. 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 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. The Company is also required to assess at each reporting date whether it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next twelve months. The Company files income tax returns in the U.S. federal jurisdictions and various state and foreign jurisdictions and is subject to U.S. federal, state, and foreign tax examinations for years ranging from 2012 to 2017. On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which contains several key tax provisions that affected the Company including a reduction of the federal corporate income tax rate to 21 |
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) Recent Accounting Pronouncements Not Yet Effective In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition In February 2018, the FASB issued ASU 2018-02, Income Statement Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income 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 October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory 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 |
Business Combinations and Dis26
Business Combinations and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Unaudited Pro Forma Information | The pro forma results presented below show the impact of the acquisitions and related costs as well as the increase in interest expense related to acquisition-related debt. (in thousands except share and per share data) 2017 2016 2015 Revenue $ 673,566 $ 703,198 $ 657,267 Net loss $ (116,518) $ (83,228) $ (127,200) Net loss per share basic and diluted $ (1.54) $ (2.93) $ (4.54) |
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 |
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 will complete the purchase price allocation during the three months ended March 31, 2018. (in thousands) Cash and cash equivalents $ 11,457 Accounts receivable, net 5,232 Prepaid and other 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 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 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 six months ended June 30, 2018. (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 |
CEDROM [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company expects to complete the purchase price allocation during the six months ended June 30, 2018. (in thousands) Cash and cash equivalents $ 2,394 Accounts receivable, net 2,955 Prepaid and other assets 1,749 Property, equipment and software, net 1,256 Trade name 1,061 Customer relationships 3,517 Purchased technology 7,765 Goodwill 16,642 Total assets acquired 37,339 Accounts payable, accrued liabilities, and other liabilities (4,288) Deferred revenue (3,709) Deferred taxes (3,412) Total liabilities assumed (11,409) Net assets acquired $ 25,930 |
Property, Equipment and Purch27
Property, Equipment and Purchased Software (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, equipment and software consisted of the following at December 31, 2017 and 2016: (in thousands) 2017 2016 Purchased software, computer and office equipment $ 41,053 $ 32,282 Furniture and fixtures 4,992 3,557 Leasehold improvements 25,983 23,149 Equipment under capital lease obligations 1,059 1,034 Capitalized software development costs 57,617 37,736 Property and equipment at cost 130,704 97,758 Less: Accumulated depreciation and amortization (77,126) (49,811) Property and equipment, net $ 53,578 $ 47,947 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following at December 31, 2017 and 2016: (in thousands) 2017 2016 Balances as of January 1 $ 1,079,518 $ 584,180 Acquisition of PR Newswire 537,218 Disposition of Agility (1,992) Disposal of Vintage (14,662) Acquisition of Bulletin Intelligence 19,520 Acquisition of Argus 5,092 Adjustments of PR Newswire 2,147 Acquisition of CEDROM 16,642 Effects of foreign currency 28,146 (39,888) Balances as of December 31 $ 1,136,403 $ 1,079,518 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets consisted of the following at December 31, 2017 and 2016: December 31, 2017 (in thousands) Gross Foreign Accumulated Net Carrying Trade names and brand $ 370,435 $ (1,519) $ (75,273) $ 293,643 Customer relationships 302,009 (12,472) (168,460) 121,077 Purchased technology 133,830 (5,276) (86,983) 41,571 Balances at December 31, 2017 $ 806,274 $ (19,267) $ (330,716) $ 456,291 December 31, 2016 (in thousands) Gross Foreign Accumulated Net Carrying 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 Finite Lived Intangible Assets Useful Life | Weighted-average useful life at December 31, 2017 Years Trade names and brand 12.8 Customer relationships 5.9 Purchased technology 3.9 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets at December 31, 2017 is as follows: (in thousands) Year ended December 31, 2018 $ 100,222 2019 80,358 2020 58,332 2021 47,882 2022 36,162 Thereafter 133,335 $ 456,291 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following at December 31, 2017 and 2016: December 31, 2017 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,349 $ 1,318,262 $ 1,331,611 Unamortized debt discount and issuance costs (52,141) (52,141) Balances at December 31, 2017 $ 13,349 $ 1,266,121 $ 1,279,470 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 |
Convertible Preferred Equity Certificate | Convertible Preferred Equity Certificate activity for the years ended December 31, 2017, 2016 and 2015 is as follows: (in thousands) Balance at December 31, 2014 $ 259,093 Issued during 2015 2,821 Yield accreted for 2015 2,583 Balance at December 31, 2015 264,497 Issued during 2016 165,525 Yield accreted for 2016 13,934 Yield paid in 2016 (854) Balance at December 31, 2016 443,102 Issued during 2017 6,902 Yield accreted for 2017 3,978 Yield paid in 2017 (3,557) Converted to equity upon merger with Capitol (450,425) Balance at December 31, 2017 $ |
Schedule of Maturities of Long-term Debt | Future minimum principal payments of debt as of December 31, 2017 are as follows: (in thousands) Year ended December 31, 2018 $ 13,349 2019 13,349 2020 13,349 2021 13,349 2022 13,349 Thereafter 1,264,866 $ 1,331,611 |
Schedule of Interest Expense | Interest expense for the years ended December 31, 2017, 2016 and 2015 was as follows: (in thousands) 2017 2016 2015 First Lien Credit Facility $ 74,833 $ 56,352 $ 30,499 Second Lien Credit Facility 20,857 29,408 17,338 Loan Authorization Agreement 81 Revolving Credit Facility 1,397 1,198 Accretion of debt discount and deferred financing costs 14,275 13,445 5,972 Note Purchase Agreement 2,170 4,048 Accretion of Convertible Preferred Equity Certificates due to Cision Owner 1,838 10,500 Yield on Convertible Preferred Equity Certificates due to Cision Owner 2,140 3,433 2,583 Commitment fees and other 1,126 1,491 877 Total interest expense $ 116,466 $ 117,997 $ 61,398 |
Stockholders_ Equity and Equi30
Stockholders’ Equity and Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of equity based compensation by department | Equity-based compensation is classified in the 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: For the Years Ended December 31, (in thousands) 2017 2016 2015 Cost of revenue $ 337 $ 277 $ 258 Selling and marketing 280 255 228 R&;D 319 551 457 G&;A 3,202 4,219 4,351 Total equity based compensation expense $ 4,138 $ 5,302 $ 5,294 |
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. Year Ended December 31, 2017 Stock price volatility 50 % Expected term (years) 6.3 Risk-free interest rate 2.0 % Dividend yield 0 % |
Share-based Compensation, Stock Options, Activity | A summary of employee stock option activity for the year ended December 31, 2017 under the Company’s 2017 Plan is presented below: Number of Weighted- Weighted- Aggregate Options outstanding as of December 31, 2016 $ $ Granted 691,500 12.78 9.7 Exercised Forfeited Options outstanding as of December 31, 2017 691,500 $ 12.78 9.7 $ |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock units activity for the year ended December 31, 2017 under the Company’s 2017 Plan is presented below: Number of Shares Weighted-Average Restricted stock units outstanding as of December 31, 2016 $ Granted 34,945 12.40 Vested Forfeited Restricted stock units outstanding as of December 31, 2017 34,945 $ 12.40 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The following table summarizes the benefit obligation, plan assets and the funded status of CNW’s two defined benefit plans at December 31, 2017 and for the period since acquisition ending December 31, 2016 (in thousands): (in thousands) 2017 2016 Change in benefit obligation Benefit obligation balance at January 1, 2017 and June 16, 2016: $ 11,412 $ 11,758 Service cost 209 118 Interest cost 475 219 Participant contributions 29 22 Actuarial gain (loss) 229 (134) Benefits paid (718) (185) Currency translation 798 (386) Benefit obligation balance at December 31, $ 12,434 $ 11,412 (in thousands) 2017 2016 Change in plan assets Fair value of plan assets at January 1, 2017 and June 16, 2016: $ 8,937 $ 10,101 Return on plan assets 1,250 (850) Employer contributions 538 289 Participant contributions 29 22 Benefits paid (718) (185) Currency translation 654 (440) Fair value of plan assets at December 31, $ 10,690 $ 8,937 |
Schedule of Assumptions Used | Weighted-average assumptions used to determine the benefit obligation reflected in the consolidated balance sheets and the net periodic pension cost in the consolidated statements of comprehensive loss were as follows: 2017 2016 Discount rate 3.5 % 4.1 % Rate of compensation increase 3.5 % 3.5 % Expected return on plan assets 2.0 % 2.0 % |
Schedule of Defined Benefit Plan Amounts Expected Future Cash Flows | The following table summarizes the expected future cash flows of CNW’s two defined benefit plans at December 31, 2017: (in thousands) Projected company contributions for 2018 $ 675 Expected benefit payments for year ended December 31, 2018 $ 430 2019 448 2020 441 2021 447 2022 444 Thereafter 2,573 |
Net Loss Per share (Tables)
Net Loss Per share (Tables) | 12 Months Ended |
Dec. 31, 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. For the Years Ended December 31, (in thousands except share and per share data) 2017 2016 2015 Numerator: Net loss $ (123,042) $ (98,412) $ (90,544) Denominator: Weighted-average shares outstanding basic and diluted 75,696,880 28,369,644 28,029,023 Net loss per share basic and diluted $ (1.63) $ (3.47) $ (3.23) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2017, 2016 and 2015, the U.S. and foreign components of loss before income taxes were as follows: (in thousands) 2017 2016 2015 U.S. $ (134,132) $ (140,443) $ (60,980) Foreign 499 (13,660) (33,171) Total loss before income taxes $ (133,633) $ (154,103) $ (94,151) |
Schedule of Components of Income Tax Expense (Benefit) | For the years ended December 31, 2017, 2016 and 2015, the benefit from income taxes consisted of the following: (in thousands) 2017 2016 2015 Current expense Federal $ 2,052 $ 419 $ 570 State 3,892 1,260 714 Foreign 8,406 9,123 3,128 Total current expense 14,350 10,802 4,412 Deferred benefit Federal (16,204) (54,550) (2,442) State (364) (5,805) 1,632 Foreign (8,373) (6,138) (7,209) Total deferred benefit (24,941) (66,493) (8,019) Total benefit from income taxes $ (10,591) $ (55,691) $ (3,607) |
Schedule of Effective Income Tax Rate Reconciliation | For the years ended December 31, 2017, 2016 and 2015, the Company’s effective tax rate was as follows: 2017 2016 2015 Income tax at Cayman Islands statutory rate 0.0 0.0 0.0 State income taxes, net of U.S. federal benefit (0.8) 1.9 (2.2) Expense from different foreign tax rates 37.5 34.1 28.1 Change in valuation allowance (13.8) 10.2 (17.2) Nondeductible expenses (4.8) (9.7) (5.2) Tax Act (8.9) Other (1.3) (0.4) 0.3 Effective tax rate 7.9 % 36.1 % 3.8 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax components consisted of the following at December 31, 2017 and 2016: (in thousands) 2017 2016 Deferred tax assets Net operating loss carryforwards $ 41,303 $ 42,206 Allowance for doubtful accounts 915 2,043 Accrued expenses 2,899 6,936 Deferred interest 51,817 47,943 Deferred revenue 2,537 2,526 Transaction costs 2,218 3,215 Tax credits 5,750 4,065 Other 6,143 4,008 Total deferred tax assets 113,582 112,942 Valuation allowance (46,666) (3,437) Net deferred tax assets 66,916 109,505 Deferred tax liabilities Capitalized software development costs (4,410) (5,707) Fixed assets (13) (3,075) Goodwill and intangible assets (113,246) (182,251) Deferred financing costs (10,304) Other (1,560) (1,681) Total deferred tax liabilities (129,533) (192,714) Net deferred tax liability $ (62,617) $ (83,209) Disclosed as Deferred tax asset long-term $ $ Deferred tax liability long-term (62,617) (83,209) Net deferred tax liability long-term $ (62,617) $ (83,209) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table presents changes in unrecognized tax benefits: (in thousands) 2017 2016 2015 Beginning balance $ 2,944 $ 2,634 $ 2,224 Additions based on tax provisions related to the current year 903 210 410 Additions based on tax positions related to prior years 100 Reductions to tax positions of prior years (111) Reductions for expiration of statute of limitations Settlements Ending balance $ 3,736 $ 2,944 $ 2,634 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases at December 31, 2017 are as follows: (in thousands) Operating Leases 2018 $ 16,265 2019 15,045 2020 13,138 2021 10,307 2022 9,855 Thereafter 21,550 Total future minimum payments $ 86,160 |
Unrecorded Unconditional Purchase Obligations Disclosure | The Company entered into agreements with various vendors in the ordinary course of business. As of December 31, 2017, the minimum required payments in future years under these arrangements are as follows: (in thousands) Commitments Year ended December 31, 2018 $ 7,104 2019 2,322 2020 185 2021 2022 Thereafter $ 9,611 |
Segment and Geographic Inform35
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table lists revenue for the years ended December 31, 2017, 2016 and 2015 by geographic region: (in thousands) 2017 2016 2015 Revenue: Americas U.S. $ 410,621 $ 316,177 $ 218,628 Rest of Americas 51,650 29,891 10,105 EMEA 144,127 110,225 105,225 APAC 25,239 11,479 $ 631,637 $ 467,772 $ 333,958 |
Long-lived Assets by Geographic Areas | The following table lists long-lived assets, net of amortization, as of December 31, 2017 and 2016 by geographic region: (in thousands) 2017 2016 Long-lived assets, net Americas U.S. $ 1,138,360 $ 1,188,000 Rest of Americas 145,837 115,223 EMEA 336,937 313,373 APAC 29,816 30,880 $ 1,650,950 $ 1,647,476 |
Allowance for Doubtful Accoun36
Allowance for Doubtful Accounts and Deferred Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Allowance for Doubtful Accounts and Deferred Tax Assets | (in thousands) Balance at Amounts Additions Balance at Allowance for doubtful accounts: Year Ended December 31, 2015 $ 971 $ 1,397 $ (1,120) $ 1,248 Year Ended December 31, 2016 1,248 2,572 (1,215) 2,605 Year Ended December 31, 2017 2,605 3,493 (796) $ 5,302 Allowance for deferred tax assets: Year Ended December 31, 2015 $ 12,648 $ 16,294 $ (9,925) $ 19,017 Year Ended December 31, 2016 19,017 (15,315) (265) 3,437 Year Ended December 31, 2017 3,437 34,770 8,459 46,666 |
Quarterly Financial Informati37
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following presents quarterly financial data for the years ended December 31, 2017 and 2016: Year Ended December 31, 2017 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 145,818 $ 157,131 $ 159,729 $ 168,959 Gross profit 100,752 107,913 106,442 115,694 Net loss (22,993) (19,148) (46,409) (34,492) Loss per share: Basic and diluted (0.82) (0.63) (0.38) (0.28) Year Ended December 31, 2016 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 77,704 $ 90,826 $ 150,778 $ 148,464 Gross profit 49,167 58,706 99,197 98,119 Net loss (14,146) (20,966) (39,539) (23,761) Loss per share: Basic and diluted (0.50) (0.74) (1.39) (0.84) |
Business (Details Textual)
Business (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2017 | Jul. 07, 2017 | Oct. 31, 2017 | Jun. 29, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Conversion of Stock, Shares Converted | 82,075,873 | ||||||
Repayments of Lines of Credit | $ 38,475 | $ 0 | $ 0 | ||||
Common Stock, Shares, Outstanding | 120,512,402 | 122,634,922 | 28,369,644 | ||||
Class of Warrant or Right, Outstanding | 24,375,596 | ||||||
Stock Issued During Period, Shares, Issued for Services | 122,520 | ||||||
Class Of Warrants Or Rights Issued | 124,404 | ||||||
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] | |||||||
Stock Issued During Period, Shares, Acquisitions | 82,075,873 | ||||||
Conversion of Stock, Shares Converted | 82,075,873 | ||||||
Common Stock, Shares, Outstanding | 120,512,402 | ||||||
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 | ||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||
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 |
Significant Accounting Polici39
Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock, Shares, Outstanding | 120,512,402 | 122,634,922 | 28,369,644 | ||
Net Cash Provided by (Used in) Operating Activities | $ 68,848 | $ 17,373 | $ 22,422 | ||
Net Cash Provided by (Used in) Financing Activities | 121,945 | 808,353 | (8,568) | ||
Allowance for Doubtful Accounts Receivable, Current | 5,300 | 2,600 | |||
Amortization of software development costs | 12,400 | 12,600 | 6,900 | ||
Investments in and Advances to Affiliates, at Fair Value | 4,200 | 5,600 | |||
Advertising Expense | $ 5,900 | $ 7,000 | $ 8,900 | ||
Convertible Preferred Stock, Terms | 49 years | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||
Conversion of Stock, Shares Converted | 82,075,873 | ||||
Scenario, Plan [Member] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||
Minimum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||
Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment, Useful Life | 2 years | ||||
Software and Computer and Office Equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Software and Computer and Office Equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
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 | 17,400 | ||||
Net Cash Provided by (Used in) Financing Activities | $ 808,400 | ||||
Parent [Member] | |||||
Common Stock, Shares, Outstanding | 120,512,402 | ||||
Conversion of Stock, Shares Converted | 82,075,873 |
Business Combinations and Dis40
Business Combinations and Dispositions (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 19, 2017 | Jun. 22, 2017 | Mar. 27, 2017 | Dec. 31, 2016 | Jun. 16, 2016 | Dec. 31, 2015 |
Goodwill | $ 1,136,403 | $ 1,079,518 | $ 584,180 | ||||
PR Newswire [Member] | |||||||
Cash and cash equivalents | $ 9,071 | ||||||
Accounts receivable, net | 42,869 | ||||||
Prepaid and other 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 and accrued 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 | ||||||
Bulletin Intelligence [Member] | |||||||
Cash and cash equivalents | $ 11,457 | ||||||
Accounts receivable, net | 5,232 | ||||||
Prepaid and other assets | 216 | ||||||
Property, equipment and software, net | 704 | ||||||
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 | ||||||
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 assets | 2,346 | ||||||
Property, equipment and software, net | 5,543 | ||||||
Goodwill | 5,092 | ||||||
Total assets acquired | 29,285 | ||||||
Accounts payable and accrued 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 | ||||||
CEDROM [Member] | |||||||
Cash and cash equivalents | $ 2,394 | ||||||
Accounts receivable, net | 2,955 | ||||||
Prepaid and other assets | 1,749 | ||||||
Property, equipment and software, net | 1,256 | ||||||
Goodwill | 16,642 | ||||||
Total assets acquired | 37,339 | ||||||
Accounts payable and accrued liabilities | (4,288) | ||||||
Deferred revenue | (3,709) | ||||||
Deferred taxes | (3,412) | ||||||
Total liabilities assumed | (11,409) | ||||||
Net assets acquired | 25,930 | ||||||
CEDROM [Member] | Trade name [Member] | |||||||
Finite-Lived Intangible Assets | 1,061 | ||||||
CEDROM [Member] | Customer Relationships [Member] | |||||||
Finite-Lived Intangible Assets | 3,517 | ||||||
CEDROM [Member] | Purchased Technology [Member] | |||||||
Finite-Lived Intangible Assets | $ 7,765 |
Business Combinations and Dis41
Business Combinations and Dispositions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 673,566 | $ 703,198 | $ 657,267 |
Net loss | $ (116,518) | $ (83,228) | $ (127,200) |
Net loss per share - basic and diluted | $ (1.54) | $ (2.93) | $ (4.54) |
Business Combinations and Dis42
Business Combinations and Dispositions (Details Textual) $ in Thousands, € in Millions, $ in Millions | Mar. 10, 2017USD ($) | Dec. 19, 2017USD ($) | Dec. 19, 2017CAD ($) | Jun. 22, 2017USD ($) | Jun. 22, 2017EUR (€) | Mar. 27, 2017USD ($)shares | Jul. 31, 2016USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 22, 2017EUR (€) |
Proceeds from Divestiture of Businesses | $ 23,675 | $ 3,998 | $ 2,089 | |||||||||
Gain on sale of business | (1,785) | 0 | $ (4,700) | |||||||||
Deferred Tax Assets, Operating Loss Carryforwards | 41,303 | 42,206 | ||||||||||
Sale of Agility [Member] | ||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 4,300 | |||||||||||
Goodwill, Period Increase (Decrease) | $ 2,000 | |||||||||||
Vintage Corporate Filings Business [Member] | ||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 26,600 | |||||||||||
Proceeds from Divestiture of Businesses | $ 23,700 | |||||||||||
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 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 2,900 | |||||||||||
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 | 22,400 | |||||||||||
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 | 3,300 | |||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 2,600 | |||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 700 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 29,500 | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 165,100 | |||||||||||
PR Newswire, Bulletin Intelligence and Argus [Member] | ||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 44,800 | |||||||||||
CEDROM [Member] | ||||||||||||
Business Combination, Acquisition Related Costs | $ 1,000 | |||||||||||
Payments to Acquire Businesses, Gross | $ 25,900 | $ 33.1 |
Property, Equipment and Purch43
Property, Equipment and Purchased Software (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Gross | $ 130,704 | $ 97,758 |
Less: Accumulated depreciation and amortization | (77,126) | (49,811) |
Property and equipment, net | 53,578 | 47,947 |
Software, Computer And Office Equipment [Member] | ||
Property, Plant and Equipment, Gross | 41,053 | 32,282 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Gross | 4,992 | 3,557 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross | 25,983 | 23,149 |
Equipment under Capital Lease Obligations [Member] | ||
Property, Plant and Equipment, Gross | 1,059 | 1,034 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment, Gross | $ 57,617 | $ 37,736 |
Property, Equipment and Purch44
Property, Equipment and Purchased Software (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation, Depletion and Amortization, Nonproduction | $ 25.7 | $ 25 | $ 19.5 |
Cost of Sales [Member] | |||
Depreciation, Depletion and Amortization, Nonproduction | 15.2 | 15.7 | 9.9 |
General and Administrative Expense [Member] | |||
Depreciation, Depletion and Amortization, Nonproduction | $ 10.5 | $ 9.3 | $ 9.6 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Beginning Balance | $ 1,079,518 | $ 584,180 |
Disposition of Agility | 0 | (1,992) |
Effects of foreign currency | 28,146 | (39,888) |
Ending Balance | 1,136,403 | 1,079,518 |
Bulletin Intelligence [Member] | ||
Acquisition | 19,520 | 0 |
Argus [Member] | ||
Acquisition | 5,092 | 0 |
PR Newswire [Member] | ||
Acquisition | 0 | 537,218 |
Adjustments of PR Newswire | 2,147 | 0 |
Vintage Corporate Filings Business [Member] | ||
Disposal of Vintage | (14,662) | 0 |
CEDROM [Member] | ||
Acquisition | $ 16,642 | $ 0 |
Goodwill and Intangibles (Det46
Goodwill and Intangibles (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Gross Carrying Amount | $ 806,274 | $ 759,847 |
Foreign Currency Translation | (19,267) | (51,988) |
Accumulated Amortization | (330,716) | (196,649) |
Net Carrying Amount | 456,291 | 511,210 |
Trade names and brand [Member] | ||
Gross Carrying Amount | 370,435 | 369,345 |
Foreign Currency Translation | (1,519) | (9,877) |
Accumulated Amortization | (75,273) | (30,551) |
Net Carrying Amount | 293,643 | 328,917 |
Customer relationships [Member] | ||
Gross Carrying Amount | 302,009 | 270,495 |
Foreign Currency Translation | (12,472) | (29,898) |
Accumulated Amortization | (168,460) | (110,094) |
Net Carrying Amount | 121,077 | 130,503 |
Purchased technology [Member] | ||
Gross Carrying Amount | 133,830 | 120,007 |
Foreign Currency Translation | (5,276) | (12,213) |
Accumulated Amortization | (86,983) | (56,004) |
Net Carrying Amount | $ 41,571 | $ 51,790 |
Goodwill and Intangibles (Det47
Goodwill and Intangibles (Details 2) | 12 Months Ended |
Dec. 31, 2017 | |
Trade Names [Member] | |
Weighted average useful life | 12 years 9 months 18 days |
Customer Relationships [Member] | |
Weighted average useful life | 5 years 10 months 24 days |
Developed Technology Rights [Member] | |
Weighted average useful life | 3 years 10 months 24 days |
Goodwill and Intangibles (Det48
Goodwill and Intangibles (Details 3) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
2,018 | $ 100,222 | |
2,019 | 80,358 | |
2,020 | 58,332 | |
2,021 | 47,882 | |
2,022 | 36,162 | |
Thereafter | 133,335 | |
Total | $ 456,291 | $ 511,210 |
Goodwill and Intangibles (Det49
Goodwill and Intangibles (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Amortization of Intangible Assets | $ 89,159 | $ 77,058 | $ 59,914 |
Amortization of Intangible Assets included in General and Administrative Expense | 89,200 | 77,100 | 59,900 |
Cost of Sales [Member] | |||
Amortization of Intangible Assets | $ 24,600 | $ 24,900 | $ 24,700 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 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 | 13,349 | 11,171 |
Unamortized debt discount and issuance costs, Long Term | (52,141) | (103,098) |
Total credit facilities, Long Term | 1,266,121 | 1,383,877 |
Unamortized debt discount and issuance costs, Total | (52,141) | (103,098) |
Total credit facilities, Total | 1,394,877 | |
Capital lease obligations, Total | 171 | |
Balances, Total | 1,279,470 | 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 | 13,349 | |
Long Term | 1,318,262 | |
Total | $ 1,331,611 |
Debt (Details 1)
Debt (Details 1) - Convertible Preferred Stock [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance at Beginning | $ 443,102 | $ 264,497 | $ 259,093 |
Issued | 6,902 | 165,525 | 2,821 |
Yield accreted | 3,978 | 13,934 | 2,583 |
Yield paid | (3,557) | (854) | |
Converted to equity upon merger with Capitol | (450,425) | ||
Balance at Ending | $ 0 | $ 443,102 | $ 264,497 |
Debt (Details 2)
Debt (Details 2) $ in Thousands | Dec. 31, 2017USD ($) |
Year ended December 31, | |
2,018 | $ 13,349 |
2,019 | 13,349 |
2,020 | 13,349 |
2,021 | 13,349 |
2,022 | 13,349 |
Thereafter | 1,264,866 |
Long-term Debt, Gross | $ 1,331,611 |
Debt (Details 3)
Debt (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accretion of debt discount and deferred financing costs | $ 14,275 | $ 13,445 | $ 5,972 |
Accretion of Convertible Preferred Equity Certificates due to Cision Owner | 1,838 | 10,500 | 0 |
Yield on Convertible Preferred Equity Certificates due to Cision Owner | 2,140 | 3,433 | 2,583 |
Commitment fees and other | 1,126 | 1,491 | 877 |
Total interest expense | 116,466 | 117,997 | 61,398 |
First Lien Credit Facility [Member] | |||
Interest Expense, Debt | 74,833 | 56,352 | 30,499 |
Secound Lien Credit Facility [Member] | |||
Interest Expense, Debt | 20,857 | 29,408 | 17,338 |
Loan Authorization Agreement [Member] | |||
Interest Expense, Debt | 0 | 0 | 81 |
Revolving Credit Facility [Member] | |||
Interest Expense, Debt | 1,397 | 1,198 | 0 |
Note Purchase Agreement [Member] | |||
Interest Expense, Debt | $ 0 | $ 2,170 | $ 4,048 |
Debt (Details Textual)
Debt (Details Textual) $ in Thousands, € in Millions | Jul. 07, 2017USD ($) | Aug. 04, 2017USD ($) | Jun. 16, 2016USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Aug. 04, 2017EUR (€) | Mar. 17, 2017USD ($) |
Repayments of Lines of Credit | $ 38,475 | $ 0 | $ 0 | |||||||
Gain (Loss) on Extinguishment of Debt | (51,872) | (23,591) | 0 | |||||||
Proceeds from Contributed Capital | 29,500 | |||||||||
Long-term Debt, Gross | 1,331,611 | |||||||||
Notes Payable, Other Payables [Member] | ||||||||||
Debt Issuance Costs, Net | 600 | |||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 1,100 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.75% | |||||||||
Debt Instrument, Face Amount | $ 35,000 | |||||||||
Long-term Debt, Gross | $ 39,100 | |||||||||
Repayments of Notes Payable | 41,200 | |||||||||
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 alternate base rate, 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 was 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 | 5,700 | |||||||||
2016 Second Lien Credit Facility [Member] | Capitol Acquisition Corp. III [Member] | ||||||||||
Gain (Loss) on Extinguishment of Debt | 22,500 | |||||||||
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 | 1,331,611 | |||||||||
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 | (a) in any amount, so long as the total net leverage ratio under the 2017 First Lien Credit Facility would not exceed 3.75 to 1.00 after making such payment; (b) in an amount per annum not greater than 6.0% of (i) the market capitalization of the Company’s ordinary shares (based on the average closing price of its shares during the 30 trading days preceding the declaration of such payment) plus (ii) the $305.2 million in proceeds we received in the business combination with Capitol; (c) in an amount that does not exceed the sum of (i) $20.0 million, plus (ii) 50% of consolidated net income of the Company’s subsidiaries from January 1, 2016 to the end of the most recent quarter plus (iii) certain other amounts set forth in the definition of “Available Amount” in the Company’s 2017 First Lien Credit Facility (provided that it may only include the amounts of consolidated net income described in clause (ii) if the Company’s total net leverage ratio would not exceed 5.00 to 1.00 after making such payment); and (d) in an amount that does not exceed the total net proceeds we receive from any public or private offerings of its ordinary shares or similar equity interests. | |||||||||
Debt Issuance Costs, Net | $ 9,000 | |||||||||
Debt Issuance Costs, Gross | 10,000 | |||||||||
Gain (Loss) on Extinguishment of Debt | 1,000 | |||||||||
Proceeds from Sale of Restricted Investments | 305,200 | |||||||||
2017 First Lien Credit Facility [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||
Lines of Credit, Fair Value Disclosure | 1,347,000 | |||||||||
2017 Revolving Credit Facility [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | |||||||||
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. | |||||||||
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 | |||||||||
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 | 5.94% | |||||||||
Debt Instrument, Periodic Payment | $ 2,600 | |||||||||
Line of Credit Facility, Increase (Decrease), Net | $ 75,000 | |||||||||
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 at Period End | 4.25% | |||||||||
Debt Instrument, Periodic Payment | € | € 0.6 | |||||||||
Convertible Preferred Stock [Member] | ||||||||||
Preferred Stock, Redemption Amount | 40,000 | |||||||||
Preferred Stock, Accretion of Redemption Discount | $ 10,500 |
Stockholders_ Equity and Equi55
Stockholders’ Equity and Equity-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation | $ 4,138 | $ 5,302 | $ 5,294 |
Cost of revenue [Member] | |||
Share-based Compensation | 337 | 277 | 258 |
Selling and marketing [Member] | |||
Share-based Compensation | 280 | 255 | 228 |
R&D [Member] | |||
Share-based Compensation | 319 | 551 | 457 |
G&A [Member] | |||
Share-based Compensation | $ 3,202 | $ 4,219 | $ 4,351 |
Stockholders_ Equity and Equi56
Stockholders’ Equity and Equity-Based Compensation (Details 1) | 12 Months Ended |
Dec. 31, 2017 | |
Stock price volatility | 50.00% |
Expected term (years) | 6 years 3 months 18 days |
Risk-free interest rate | 2.00% |
Dividend yield | 0.00% |
Stockholders_ Equity and Equi57
Stockholders’ Equity and Equity-Based Compensation (Details 2) | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 2017 | $ / shares | $ 12.78 |
Weighted-Average Remaining Contractual Term Granted | 9 years 8 months 12 days |
Weighted-Average Remaining Contractual Term Options outstanding as of December 31, 2017 | 9 years 8 months 12 days |
Aggregate Intrinsic Value Options outstanding as of December 31, 2016 | $ | $ 0 |
Aggregate Intrinsic Value Options outstanding as of December 31, 2017 | $ | $ 0 |
Stockholders_ Equity and Equi58
Stockholders’ Equity and Equity-Based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 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 | 34,945 |
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 December 31, 2017 | shares | 34,945 |
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 | 12.4 |
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 December 31, 2017 | $ / shares | $ 12.4 |
Stockholders_ Equity and Equi59
Stockholders’ Equity and Equity-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 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 |
Common Stock, Shares Authorized | 480,000,000 | 480,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 3.9 | |
Omnibus Incentive Plan 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,100,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2017 | |
Benefit obligation opening balance | $ 11,758 | $ 11,412 |
Service cost | 118 | 209 |
Interest cost | 219 | 475 |
Participant contributions | 22 | 29 |
Actuarial gain (loss) | (134) | 229 |
Benefits paid | (185) | (718) |
Currency translation | (386) | 798 |
Benefit obligation closing balance | 11,412 | 12,434 |
Fair value of plan assets opening balance | 10,101 | 8,937 |
Return on plan assets | (850) | 1,250 |
Employer contributions | 289 | 538 |
Participant contributions | 22 | 29 |
Benefits paid | (185) | (718) |
Currency translation | (440) | 654 |
Fair value of plan assets Ending balance | $ 8,937 | $ 10,690 |
Employee Benefit Plans (Detai61
Employee Benefit Plans (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Discount rate | 3.50% | 4.10% |
Rate of compensation increase | 3.50% | 3.50% |
Expected return on plan assets | 2.00% | 2.00% |
Employee Benefit Plans (Detai62
Employee Benefit Plans (Details 2) $ in Thousands | Dec. 31, 2017USD ($) |
Projected company contributions for 2018 | $ 675 |
Expected benefit payments for year ended December 31, | |
2,018 | 430 |
2,019 | 448 |
2,020 | 441 |
2,021 | 447 |
2,022 | 444 |
Thereafter | $ 2,573 |
Employee Benefit Plans (Detai63
Employee Benefit Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan, Cost | $ 6.2 | $ 4.4 | $ 2.2 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | 0.7 | 0.3 | |
Liability, Defined Benefit Plan, Noncurrent | 1.8 | 2.5 | |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax | $ 1.8 | $ (0.5) |
Investment in Unconsolidated 64
Investment in Unconsolidated Affiliate (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net Income (Loss) Attributable to Parent | $ (34,492) | $ (46,409) | $ (19,148) | $ (22,993) | $ (23,761) | $ (39,539) | $ (20,966) | $ (14,146) | $ (123,042) | $ (98,412) | $ (90,544) |
PR Newswire [Member] | |||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||||
Net Income (Loss) Attributable to Parent | $ 400 | $ 200 |
Net Loss Per share (Details)
Net Loss Per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net loss | $ (34,492) | $ (46,409) | $ (19,148) | $ (22,993) | $ (23,761) | $ (39,539) | $ (20,966) | $ (14,146) | $ (123,042) | $ (98,412) | $ (90,544) |
Denominator: | |||||||||||
Weighted-average shares outstanding - basic and diluted | 75,696,880 | 28,369,644 | 28,029,023 | ||||||||
Net loss per share - basic and diluted | $ (0.28) | $ (0.38) | $ (0.63) | $ (0.82) | $ (0.84) | $ (1.39) | $ (0.74) | $ (0.50) | $ (1.63) | $ (3.47) | $ (3.23) |
Net Loss Per share (Details Tex
Net Loss Per share (Details Textual) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 989,980 | 989,980 | 989,980 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
U.S. | $ (134,132) | $ (140,443) | $ (60,980) |
Foreign | 499 | (13,660) | (33,171) |
Total loss before income taxes | $ (133,633) | $ (154,103) | $ (94,151) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current expense | |||
Federal | $ 2,052 | $ 419 | $ 570 |
State | 3,892 | 1,260 | 714 |
Foreign | 8,406 | 9,123 | 3,128 |
Total current expense | 14,350 | 10,802 | 4,412 |
Deferred benefit | |||
Federal | (16,204) | (54,550) | (2,442) |
State | (364) | (5,805) | 1,632 |
Foreign | (8,373) | (6,138) | (7,209) |
Total deferred benefit | (24,941) | (66,493) | (8,019) |
Total benefit from income taxes | $ (10,591) | $ (55,691) | $ (3,607) |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income tax at Cayman Islands statutory rate | 0.00% | 0.00% | 0.00% |
State income taxes, net of U.S. federal benefit | (0.80%) | 1.90% | (2.20%) |
Expense from different foreign tax rates | 37.50% | 34.10% | 28.10% |
Change in valuation allowance | (13.80%) | 10.20% | (17.20%) |
Nondeductible expenses | (4.80%) | (9.70%) | (5.20%) |
Tax Act | (8.90%) | 0.00% | 0.00% |
Other | (1.30%) | (0.40%) | 0.30% |
Effective tax rate | 7.90% | 36.10% | 3.80% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 41,303 | $ 42,206 |
Allowance for doubtful accounts | 915 | 2,043 |
Accrued expenses | 2,899 | 6,936 |
Deferred interest | 51,817 | 47,943 |
Deferred revenue | 2,537 | 2,526 |
Transaction costs | 2,218 | 3,215 |
Tax credits | 5,750 | 4,065 |
Other | 6,143 | 4,008 |
Total deferred tax assets | 113,582 | 112,942 |
Valuation allowance | (46,666) | (3,437) |
Net deferred tax assets | 66,916 | 109,505 |
Deferred tax liabilities | ||
Capitalized software development costs | (4,410) | (5,707) |
Fixed assets | (13) | (3,075) |
Goodwill and intangible assets | (113,246) | (182,251) |
Deferred financing costs | (10,304) | 0 |
Other | (1,560) | (1,681) |
Total deferred tax liabilities | (129,533) | (192,714) |
Net deferred tax liability | (62,617) | (83,209) |
Disclosed as | ||
Deferred tax asset - long-term | 0 | 0 |
Deferred tax liability - long-term | (62,617) | (83,209) |
Net deferred tax liability - long-term | $ (62,617) | $ (83,209) |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Beginning balance | $ 2,944 | $ 2,634 | $ 2,224 |
Additions based on tax provisions related to the current year | 903 | 210 | 410 |
Additions based on tax positions related to prior years | 0 | 100 | 0 |
Reductions to tax positions of prior years | (111) | 0 | 0 |
Reductions for expiration of statute of limitations | 0 | 0 | 0 |
Settlements | 0 | 0 | 0 |
Ending balance | $ 3,736 | $ 2,944 | $ 2,634 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income tax benefit | $ (10,591) | $ (55,691) | $ (3,607) | |
Effective Income Tax Rate Reconciliation, Percent | 7.90% | 36.10% | 3.80% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |||
Effective Income Tax Rate Reconciliation, International Income Tax Rate, Percent | (0.00%) | (0.00%) | (0.00%) | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 100 | |||
Income tax expense relating to tax withholding | 2,100 | |||
Income (Loss) from Undistributed Foreign Subsidiaries, Tax Expense (Benefit) | 42,000 | |||
Tax Credit Carryforward, Amount | $ 1,400 | |||
Operating Loss Carryforwards, Limitations on Use | Based on the purchase price for the U.S. companies, the limitations imposed under Section 382 will not preclude the Company from realizing these NOLs. | |||
Liability for Uncertainty in Income Taxes, Noncurrent | $ 3,700 | $ 2,900 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 1,100 | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 6,400 | |||
Maximum [Member] | ||||
Operating loss carryforwards, Expiration date | Dec. 31, 2036 | |||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2033 | |||
Minimum [Member] | ||||
Operating loss carryforwards, Expiration date | Dec. 31, 2031 | |||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2025 | |||
Canadian subsidiaries [Member] | ||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 5,500 | |||
Income tax expense relating to tax withholding | 2,100 | |||
Domestic Tax Authority [Member] | ||||
Net operating loss | 86,200 | |||
Tax Credit Carryforward, Amount | 2,300 | |||
Foreign Tax Authority [Member] | ||||
Net operating loss | 79,600 | |||
Operating Loss Carryforwards, Valuation Allowance | 19,200 | |||
State and Local Jurisdiction [Member] | ||||
Net operating loss | $ 47,900 | |||
Scenario, Plan [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Cayman Islands Tax Information Authority [Member] | ||||
Effective Income Tax Rate Reconciliation, International Income Tax Rate, Percent | 0.00% | |||
Internal Revenue Service (IRS) [Member] | ||||
Operating Loss Carryforwards, Valuation Allowance | $ 26,800 | |||
United kingdom tax authority [Member] | ||||
Operating Loss Carryforwards, Valuation Allowance | $ 700 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 0.3 | $ 0.6 | $ 0.6 |
Commitments and Contingencies74
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 16,265 |
2,019 | 15,045 |
2,020 | 13,138 |
2,021 | 10,307 |
2,022 | 9,855 |
Thereafter | 21,550 |
Total future minimum payments | $ 86,160 |
Commitments and Contingencies75
Commitments and Contingencies (Details 1) $ in Thousands | Dec. 31, 2017USD ($) |
Year ended December 31, | |
2,018 | $ 7,104 |
2,019 | 2,322 |
2,020 | 185 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 0 |
Purchase Obligation | $ 9,611 |
Commitments and Contingencies76
Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Operating Leases, Rent Expense | $ 16.8 | $ 13.9 | $ 9.4 |
Letter of Credit [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Letters of Credit Outstanding, Amount | 1.3 | 1.1 | |
Other Liabilities [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred Rent Credit | $ 10.2 | $ 9.4 |
Segment and Geographic Inform77
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 168,959 | $ 159,729 | $ 157,131 | $ 145,818 | $ 148,464 | $ 150,778 | $ 90,826 | $ 77,704 | $ 631,637 | $ 467,772 | $ 333,958 |
Americas - U.S. [Member] | |||||||||||
Revenue | 410,621 | 316,177 | 218,628 | ||||||||
Rest of Americas[Member] | |||||||||||
Revenue | 51,650 | 29,891 | 10,105 | ||||||||
EMEA [Member] | |||||||||||
Revenue | 144,127 | 110,225 | 105,225 | ||||||||
APAC [Member] | |||||||||||
Revenue | $ 25,239 | $ 11,479 | $ 0 |
Segment and Geographic Inform78
Segment and Geographic Information (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-lived assets, net | $ 1,650,950 | $ 1,647,476 |
Americas - U.S. [Member] | ||
Long-lived assets, net | 1,138,360 | 1,188,000 |
Rest of Americas[Member] | ||
Long-lived assets, net | 145,837 | 115,223 |
EMEA [Member] | ||
Long-lived assets, net | 336,937 | 313,373 |
APAC [Member] | ||
Long-lived assets, net | $ 29,816 | $ 30,880 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) € in Millions, shares in Millions, $ in Millions | Feb. 08, 2018 | Jan. 23, 2018USD ($)shares | Jan. 23, 2018EUR (€)shares | Jul. 31, 2019EUR (€) |
Scenario, Plan [Member] | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | € 2.5 | |||
Subsequent Event [Member] | ||||
Business Combination, Consideration Transferred | $ 93.3 | € 75.7 | ||
Payments to Acquire Businesses, Gross | € 56.8 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 1.7 | 1.7 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | € 16.4 | |||
Entity Number of Employees | 700 | 700 | ||
Subsequent Event [Member] | 2017 First Lien Credit Facility [Member] | Base Rate [Member] | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | |||
Subsequent Event [Member] | 2017 First Lien Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | |||
Subsequent Event [Member] | 2017 First Lien Credit Facility [Member] | EURIBOR rate [Member] | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.75% | |||
Subsequent Event [Member] | 2016 Revolving Credit Facility [Member] | Base Rate [Member] | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.75% | |||
Subsequent Event [Member] | 2016 Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.75% | |||
Subsequent Event [Member] | 2016 Revolving Credit Facility [Member] | EURIBOR rate [Member] | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% |
Allowance for Doubtful Accoun80
Allowance for Doubtful Accounts and Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts [Member] | |||
Valuation Allowances and Reserves, Balance | $ 2,605 | $ 1,248 | $ 971 |
Valuation Allowances and Reserves, Additions for Charges to Cost and Expense | 3,493 | 2,572 | 1,397 |
Valuation Allowances and Reserves, Period Increase (Decrease) | (796) | (1,215) | (1,120) |
Valuation Allowances and Reserves, Balance | 5,302 | 2,605 | 1,248 |
Valuation Allowance of Deferred Tax Assets [Member] | |||
Valuation Allowances and Reserves, Balance | 3,437 | 19,017 | 12,648 |
Valuation Allowances and Reserves, Additions for Charges to Cost and Expense | 34,770 | (15,315) | 16,294 |
Valuation Allowances and Reserves, Period Increase (Decrease) | 8,459 | (265) | (9,925) |
Valuation Allowances and Reserves, Balance | $ 46,666 | $ 3,437 | $ 19,017 |
Quarterly Financial Informati81
Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 168,959 | $ 159,729 | $ 157,131 | $ 145,818 | $ 148,464 | $ 150,778 | $ 90,826 | $ 77,704 | $ 631,637 | $ 467,772 | $ 333,958 |
Gross profit | 115,694 | 106,442 | 107,913 | 100,752 | 98,119 | 99,197 | 58,706 | 49,167 | 430,801 | 305,189 | 208,952 |
Net loss | $ (34,492) | $ (46,409) | $ (19,148) | $ (22,993) | $ (23,761) | $ (39,539) | $ (20,966) | $ (14,146) | $ (123,042) | $ (98,412) | $ (90,544) |
Loss per share: | |||||||||||
Basic and diluted | $ (0.28) | $ (0.38) | $ (0.63) | $ (0.82) | $ (0.84) | $ (1.39) | $ (0.74) | $ (0.50) | $ (1.63) | $ (3.47) | $ (3.23) |