Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 08, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CISION LTD. | |
Entity Central Index Key | 1,701,040 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | CISN | |
Entity Common Stock, Shares Outstanding | 124,370,566 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 107,848 | $ 148,654 |
Accounts receivable, net | 127,433 | 113,008 |
Prepaid expenses and other current assets | 24,026 | 19,896 |
Total current assets | 259,307 | 281,558 |
Property and equipment, net | 55,351 | 53,578 |
Other intangible assets, net | 462,378 | 456,291 |
Goodwill | 1,198,360 | 1,136,403 |
Other assets | 5,656 | 7,528 |
Total assets | 1,981,052 | 1,935,358 |
Current liabilities: | ||
Current portion of long-term debt | 13,430 | 13,349 |
Accounts payable | 14,123 | 13,327 |
Accrued compensation and benefits | 26,885 | 25,873 |
Other accrued expenses | 80,302 | 73,483 |
Current portion of deferred revenue | 162,938 | 140,351 |
Total current liabilities | 297,678 | 266,383 |
Long-term debt, net of current portion | 1,273,747 | 1,266,121 |
Deferred revenue, net of current portion | 1,340 | 1,412 |
Deferred tax liability | 42,840 | 62,617 |
Other liabilities | 21,991 | 22,456 |
Total liabilities | 1,637,596 | 1,618,989 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding at March 31, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.0001 par value, 480,000,000 shares authorized; 124,370,566 and 122,634,922 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 12 | 12 |
Additional paid-in capital | 793,298 | 771,813 |
Accumulated other comprehensive loss | (28,036) | (35,111) |
Accumulated deficit | (421,818) | (420,345) |
Total stockholders' equity | 343,456 | 316,369 |
Total liabilities and stockholders' equity | $ 1,981,052 | $ 1,935,358 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 124,370,566 | 122,634,922 |
Common Stock, Shares, Outstanding | 124,370,566 | 122,634,922 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | $ 179,293 | $ 145,818 |
Cost of revenue | 64,278 | 45,066 |
Gross profit | 115,015 | 100,752 |
Operating costs and expenses: | ||
Sales and marketing | 29,679 | 27,290 |
Research and development | 6,700 | 5,452 |
General and administrative | 46,222 | 40,232 |
Amortization of intangible assets | 20,250 | 21,011 |
Total operating costs and expenses | 102,851 | 93,985 |
Operating income | 12,164 | 6,767 |
Non operating income (expense): | ||
Foreign exchange losses | (7,883) | (1,948) |
Interest and other income (loss), net | (256) | 2,049 |
Interest expense | (19,688) | (36,915) |
Loss on extinguishment of debt | (2,432) | 0 |
Total non operating loss | (30,259) | (36,814) |
Loss before income taxes | (18,095) | (30,047) |
Benefit from income taxes | (17,682) | (7,054) |
Net loss | (413) | (22,993) |
Other comprehensive income - foreign currency translation adjustments | 7,075 | 5,894 |
Comprehensive income (loss) | $ 6,662 | $ (17,099) |
Net loss per share: | ||
Basic and diluted | $ 0 | $ (0.81) |
Weighted-average shares outstanding used in computing per share amounts: | ||
Basic and diluted | 123,946,264 | 28,369,644 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (413) | $ (22,993) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 33,277 | 32,592 |
Non-cash interest charges and amortization of debt discount and deferred financing costs | 3,198 | 7,149 |
Equity-based compensation expense | 1,341 | 993 |
Provision for doubtful accounts | 1,572 | 368 |
Deferred income taxes | (18,791) | (7,858) |
Unrealized currency translation losses | 7,864 | 1,775 |
Gain on sale of business | 0 | (1,785) |
Other | 60 | (164) |
Changes in operating assets and liabilities, net of effects of acquisitions and disposal: | ||
Accounts receivable | (6,812) | 1,637 |
Prepaid expenses and other current assets | (2,979) | 423 |
Other assets | 48 | 64 |
Accounts payable | (443) | (625) |
Accrued compensation and benefits | (17) | (8,597) |
Other accrued expenses | (3,330) | 1,932 |
Deferred revenue | 20,853 | 9,656 |
Other liabilities | 875 | (1,729) |
Net cash provided by operating activities | 36,303 | 12,838 |
Cash flows from investing activities | ||
Purchases of property and equipment | (3,739) | (3,513) |
Software development costs | (5,033) | (4,074) |
Acquisitions of businesses, net of cash acquired of $2,711 and $11,457 | (62,713) | (49,081) |
Proceeds from disposal of business | 0 | 23,675 |
Net cash used in investing activities | (71,485) | (32,993) |
Cash flows from financing activities | ||
Proceeds from term credit facility, net of debt discount of $1,108 | 0 | 28,892 |
Repayments of term credit facility | (3,362) | (2,825) |
Payments on capital lease obligations | 0 | (58) |
Payments of deferred financing costs | (131) | 0 |
Payment of contingent consideration | (2,873) | 0 |
Net cash provided by (used in) financing activities | (6,366) | 26,009 |
Effect of exchange rate changes on cash and cash equivalents | 742 | 341 |
Increase (decrease) in cash and cash equivalents | (40,806) | 6,195 |
Cash and cash equivalents | ||
Beginning of period | 148,654 | 35,135 |
End of period | 107,848 | 41,330 |
Supplemental disclosure of cash flows information | ||
Issuance of securities by Cision Owner in connection with acquisition | 0 | 7,000 |
Stock Issued for Acquisition | $ 20,143 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Acquired from Acquisition | $ 2,711 | $ 11,457 |
Debt Instrument Original Issue Discount | $ 1,108 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization On March 19, 2017, the Company entered into a definitive agreement (the “Merger Agreement”) with Capitol Acquisition Corp. III (NASDAQ: CLAC; “Capitol”), a public investment vehicle, whereby the parties agreed to merge, resulting in the Company becoming a publicly listed company. This merger closed on June 29, 2017 (“Merger”), which resulted in the following (the “Transactions”): · Holders of 490,078 10.04 4.9 326.3 · Of the remaining funds in the trust account: (i) approximately $ 16.2 305.2 294.0 1 · Immediately after giving effect to the Transactions (including as a result of the conversions described above and certain forfeitures of Capitol common stock and warrants immediately prior to the closing), there were 120,512,402 24,375,596 · Upon the closing, Capitol’s common stock, warrants and units ceased trading, and Cision’s ordinary shares and warrants began trading on the NYSE and NYSE MKT, respectively, under the symbol “CISN” and “CISN WS,” respectively. · Upon the completion of the Transactions, Canyon Holdings (Cayman), L.P., (“Cision Owner”) an exempted limited partnership formed for the purpose of owning and acquiring Cision through a series of transactions, received 82,075,873 1,969,841 450.5 2,000,000 · At the closing of the Transactions, Cision Owner held approximately 68 32 The Merger Agreement, Transactions and items related thereto are more fully described in the Company’s proxy statement/prospectus filed on June 15, 2017. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The Transactions were accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, the Transactions have been treated equivalent to Cision issuing stock for the net monetary assets of Capitol, accompanied by a recapitalization. The net assets of Capitol at the merger date have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Cision. As a result, these financial statements represent the continuation of Cision Ltd. and the historical shareholders’ equity and earnings per share calculations of Cision prior to the Transactions have been retrospectively adjusted for the equivalent number of shares received by Cision’s Owner, where applicable, pursuant to the Transactions. The accumulated deficit of Cision has been carried forward after the Transactions. Prior to the June 29, 2017 Transactions, earnings per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 120,512,402 28,369,644 The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair statement have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed on March 13, 2018. 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 judgements 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. 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 except as otherwise noted below. New Accounting Pronouncements Adopted In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory 1.1 In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation: Scope of Modification Accounting 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 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 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 | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations and Dispositions | 3. Business Combinations and Dispositions Sale of Vintage Net Assets On March 10, 2017, the Company sold substantially all of the assets of its Vintage corporate filings business for approximately $ 26.6 23.7 1.8 Purchase of Bulletin Intelligence On March 27, 2017, the Company acquired all of the membership interests of Bulletin Intelligence, LLC, Bulletin News Network, LLC, and Bulletin News Investment, LLC (collectively, “Bulletin Intelligence”). The Company acquired Bulletin Intelligence to expand the Company’s ability to deliver actionable intelligence to senior leadership teams. During the three months ended March 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 2.9 7.0 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 The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning June 22, 2017. 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, a Montréal-based provider of digital media monitoring solutions, for CAD 33.1 25.9 The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning December 19, 2017. 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. The amounts related to taxes and 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 primarily attributable 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 Prime On January 23, 2018, the Company completed its acquisition of PRIME Research (“Prime”). The purchase price was approximately € 75.7 94.1 53.1 65.4 700 Total acquisition costs related to the Prime acquisition were $ 5.4 2.3 (in thousands) Cash and cash equivalents $ 2,711 Accounts receivable, net 8,186 Prepaid and other assets 1,320 Property, equipment and software, net 1,207 Trade name 1,436 Customer relationships 17,903 Purchased technology 9,881 Goodwill 57,465 Total assets acquired 100,109 Accounts payable, accrued liabilities, and other liabilities (5,627) Deferred revenue (426) Total liabilities assumed (6,053) Net assets acquired $ 94,056 Approximately $ 38.8 pending any purchase price adjustments 31.1 Supplemental Unaudited Pro Forma Information The unaudited pro forma information below gives effect to the acquisitions of Bulletin Intelligence, Argus, and CEDROM as if they had occurred as of January 1, 2016 and Prime as if it had occurred as of January 1, 2017. Three Months Ended March 31, (in thousands, except per share data) 2018 2017 Revenue $ 182,334 $ 175,118 Net income (loss) 1,398 (24,593) Net income (loss) per share basic and diluted 0.01 (0.87) |
Goodwill and Intangibles
Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | (in thousands) Balance as of December 31, 2017 $ 1,136,403 Measurement period adjustment of Bulletin Intelligence (1,950) Acquisition of Prime Research 57,465 Effects of foreign currency 6,442 Balance as of March 31, 2018 $ 1,198,360 March 31, 2018 (in thousands) Gross Foreign Accumulated Net Carrying Trade names and brand $ 371,871 $ (1,028) $ (86,187) $ 284,656 Customer relationships 321,862 (10,470) (179,334) 132,058 Purchased technology 143,711 (4,721) (93,326) 45,664 Balances at March 31, 2018 $ 837,444 $ (16,219) $ (358,847) $ 462,378 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 Weighted-average useful life at March 31, 2018 Years Trade names and brand 12.5 Customer relationships 6.8 Purchased technology 3.8 (in thousands) Remainder of 2018 $ 79,383 2019 86,622 2020 63,454 2021 51,871 2022 38,532 Thereafter 142,516 $ 462,378 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt March 31, 2018 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,430 $ 1,322,821 $ 1,336,251 Unamortized debt discount and issuance costs (49,074) (49,074) Balances at March 31, 2018 $ 13,430 $ 1,273,747 $ 1,287,177 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 2017 First Lien Credit Facility On August 4, 2017, the Company entered into a refinancing amendment and incremental facility amendment (the “2017 First Lien Credit Facility”) to the 2016 First Lien Credit Facility, with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders. The 2017 First Lien Credit Facility provided for a tranche of refinancing term loans which refinanced the term loans under the 2016 First Lien Credit Facility in full and provided for additional term loans of $ 131.2 (i) a revolving credit facility, which permits borrowings and letters of credit of up to $ 75.0 25.0 (ii) a $ 960.0 (iii) a € 250.0 The Company used the proceeds from the 2017 First Lien Term Credit Facility to repay all amounts then outstanding under the 2016 First Lien Credit Facility, all amounts outstanding under the 2016 Second Lien Credit Facility, pay all related fees and expenses, and retained remaining cash for general corporate purposes. The Company terminated the 2016 Second Lien Credit Facility in connection with establishing the 2017 First Lien Credit Facility. On December 14, 2017, the Company amended the 2017 First Lien Credit Facility to borrow an additional $ 75.0 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% and 0.75%, respectively. The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 0.75%, 0.75% and 0.50%, respectively. The obligations under the 2017 First Lien Credit Facility are collateralized 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 5.13 3.50 The margin applicable to loans under the 2017 Revolving Credit Facility bearing interest at the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 3.00%, 4.00%, and 4.00% respectively; provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. June 16, 2022 June 16, 2023 As of March 31, 2018, the Company had no outstanding borrowings and $ 1.1 1,336.3 The Company incurred approximately $ 2.0 0.1 2.4 The Company began to make quarterly principal payments starting December 31, 2017 under each of the 2017 First Lien Dollar Term Credit Facility of $ 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 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 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. Future Minimum Principal Payments (in thousands) Remainder of 2018 $ 9,987 2019 13,349 2020 13,349 2021 13,349 2022 13,349 Thereafter 1,272,868 $ 1,336,251 |
Stockholders_ Equity and Equity
Stockholders’ Equity and Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity and Equity-Based Compensation | 6. Stockholders’ Equity and Equity-Based Compensation Preferred Stock The Company is authorized to issue 20,000,000 0.0001 Common Stock The Company is authorized to issue 480,000,000 0.0001 Prior to the Merger, Cision Owner issued equity units to employees for compensation purposes pursuant to the terms of its limited partnership agreement. Stock-based compensation was recorded based on the grant date fair values of these awards and will continue to be recorded until full vesting of these units has occurred. As a result of the consummation of the Merger, these outstanding units, held by Cision Owner, were converted into common stock of Cision. Any forfeitures of unvested units will be redistributed to existing unit holders and not returned to the Company. Equity awards to employees subsequent to the Merger will be made pursuant to the Company’s 2017 Omnibus Incentive Plan described below. Three Months Ended March 31, (in thousands) 2018 2017 Cost of revenue $ 136 $ 70 Selling and marketing 88 66 Research and development 123 109 General and administrative 994 748 Total equity-based compensation expense $ 1,341 $ 993 The 2017 Omnibus Incentive Plan In June 2017, the Company adopted the 2017 Omnibus Incentive Plan (the “2017 Plan”). The 2017 Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2017 Plan. The 2017 Plan reserves up to 6,100,000 Three Months Ended March 31, 2018 Stock price volatility 50 % Expected term (years) 6.3 Risk-free interest rate 2.3 % Dividend yield 0 % Number of Weighted- Weighted- Aggregate Options outstanding as of December 31, 2017 691,500 $ 12.78 9.7 $ Granted 117,500 12.00 Exercised Forfeited (46,000) 12.78 Options outstanding as of March 31, 2018 763,000 $ 12.66 9.5 $ 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 March 31, 2018. Number of Shares Weighted-Average Restricted stock units outstanding as of December 31, 2017 34,945 $ 12.40 Granted Vested (375) Forfeited Restricted stock units outstanding as of March 31, 2018 34,570 $ 12.40 As of March 31, 2018, the Company had $ 4.2 |
Net Loss Per share
Net Loss Per share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per share | 7. Net Loss Per share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period as retroactively adjusted for the Merger (Note 1). For the three months ended March 31, 2018 and 2017, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 800,349 Three Months Ended March 31, (in thousands, except share and per share data) 2018 2017 Numerator: Net loss $ (413) $ (22,993) Denominator: Weighted-average shares outstanding basic and diluted 123,946,264 28,369,644 Net loss per share basic and diluted $ (0.00) $ (0.81) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The provision for income taxes is based on the current estimate of the annual effective tax rate adjusted to reflect the tax impact of items discrete to the fiscal period. The Company expects its annual effective tax rate to be approximately 106.5 97.7 The effective tax rate for the three months ended March 31, 2017 was a benefit of 23.5 SAB 118 addresses situations where the accounting is incomplete for certain income tax effects of the Tax Act upon issuance of a company’s financial statements for the reporting period which include the enactment date. SAB 118 allows for a provisional amount to be recorded if it is a reasonable estimate of the impact of the Tax Act. Additionally, SAB 118 allows for a measurement period to finalize the impacts of the Tax Act, not to extend beyond one year from the date of enactment. Estimates were used in determining the amount of the Tax Act’s one-time transition tax on the Company’s Canadian subsidiaries’ accumulated, unremitted earnings, the balance of deferred tax assets and liabilities subject to the reduction in the U.S. federal tax rate, and the required change in valuation allowance required as a result of the new limitations on interest deductibility. Additional information (primarily prior year tax returns and underlying historical data to calculate the cumulative earnings and profits adjustments) is required to accurately complete the determination of the impact of the Tax Act on the aforementioned items. In accordance with SAB 118, we recorded, as a provisional estimate, a $ 11.9 The Company’s estimates related to liabilities for uncertain tax positions require it to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If it determines it is more likely than not that a tax position will be sustained based on its technical merits, the Company records the impact of the position in its condensed consolidated financial statements at the largest amount that is greater than fifty percent likely of being realized upon ultimate settlement. The estimates are updated at each reporting date based on the facts, circumstances and information available. As of March 31, 2018, the Company believes the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next twelve months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to its condensed consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies The Company has various non-cancelable operating leases, primarily related to office real estate, that expire through 2035 and generally contain renewal options for up to five years. Lease incentives, payment escalations and rent holidays specified in the lease agreements are accrued or deferred as appropriate as a component of rent expense which is recognized on a straight-line basis over the terms of occupancy. As of March 31, 2018 and December 31, 2017, lease related liabilities of $ 13.4 10.2 Rent expense was $ 4.6 3.2 Litigation and Claims The Company from time to time is subject to lawsuits, investigations and claims arising out of the ordinary course of business, including those related to commercial transactions, contracts, government regulation, and employment matters. In the opinion of management, based on all known facts, all such matters are either without merit or are of such kind, or involve such amounts that would not have a material effect on the financial position or results of operations of the Company if disposed of unfavorably. |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Geographic Information | 10. Geographic Information Three Months Ended March 31, (in thousands) 2018 2017 Revenue: Americas U.S. $ 106,399 $ 99,860 Rest of Americas 15,365 11,928 EMEA 50,576 28,788 APAC 6,953 5,242 $ 179,293 $ 145,818 (in thousands) March 31, 2018 December 31, 2017 Long-lived assets, net Americas U.S. $ 1,151,968 $ 1,141,210 Rest of Americas 141,048 145,837 EMEA 396,076 336,937 APAC 32,652 29,816 $ 1,721,744 $ 1,653,800 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Event In April 2018, the Company reduced its 2017 First Lien Dollar Credit Facility by making a $ 30.0 |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Earnings per Share | Basis of Presentation and Earnings per Share The Transactions were accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, the Transactions have been treated equivalent to Cision issuing stock for the net monetary assets of Capitol, accompanied by a recapitalization. The net assets of Capitol at the merger date have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Cision. As a result, these financial statements represent the continuation of Cision Ltd. and the historical shareholders’ equity and earnings per share calculations of Cision prior to the Transactions have been retrospectively adjusted for the equivalent number of shares received by Cision’s Owner, where applicable, pursuant to the Transactions. The accumulated deficit of Cision has been carried forward after the Transactions. Prior to the June 29, 2017 Transactions, earnings per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 120,512,402 28,369,644 The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair statement have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed on March 13, 2018. |
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 judgements 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. |
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 except as otherwise noted below. New Accounting Pronouncements Adopted In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory 1.1 In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation: Scope of Modification Accounting 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 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 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 Dis19
Business Combinations and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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. Three Months Ended March 31, (in thousands, except per share data) 2018 2017 Revenue $ 182,334 $ 175,118 Net income (loss) 1,398 (24,593) Net income (loss) per share basic and diluted 0.01 (0.87) |
Bulletin Intelligence [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities of Bulletin Intelligence acquired on March 27, 2017. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to ten years on an accelerated basis. The Company completed the purchase price allocation during the three months ended 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 three 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 three 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 |
Prime [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price based on currently available information by the Company to the fair value of the assets and liabilities of Prime. The amounts related to taxes and 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 three to eleven years on an accelerated basis. The Company expects to complete the purchase price allocation on or before January 31, 2019. (in thousands) Cash and cash equivalents $ 2,711 Accounts receivable, net 8,186 Prepaid and other assets 1,320 Property, equipment and software, net 1,207 Trade name 1,436 Customer relationships 17,903 Purchased technology 9,881 Goodwill 57,465 Total assets acquired 100,109 Accounts payable, accrued liabilities, and other liabilities (5,627) Deferred revenue (426) Total liabilities assumed (6,053) Net assets acquired $ 94,056 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amounts of goodwill since December 31, 2017 consisted of the following: (in thousands) Balance as of December 31, 2017 $ 1,136,403 Measurement period adjustment of Bulletin Intelligence (1,950) Acquisition of Prime Research 57,465 Effects of foreign currency 6,442 Balance as of March 31, 2018 $ 1,198,360 |
Schedule of Finite-Lived Intangible Assets | March 31, 2018 (in thousands) Gross Foreign Accumulated Net Carrying Trade names and brand $ 371,871 $ (1,028) $ (86,187) $ 284,656 Customer relationships 321,862 (10,470) (179,334) 132,058 Purchased technology 143,711 (4,721) (93,326) 45,664 Balances at March 31, 2018 $ 837,444 $ (16,219) $ (358,847) $ 462,378 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 |
Schedule Of Finite Lived Intangible Assets Useful Life | Weighted-average useful life at March 31, 2018 Years Trade names and brand 12.5 Customer relationships 6.8 Purchased technology 3.8 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets at March 31, 2018 is as follows: (in thousands) Remainder of 2018 $ 79,383 2019 86,622 2020 63,454 2021 51,871 2022 38,532 Thereafter 142,516 $ 462,378 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following at March 31, 2018 and December 31, 2017: March 31, 2018 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,430 $ 1,322,821 $ 1,336,251 Unamortized debt discount and issuance costs (49,074) (49,074) Balances at March 31, 2018 $ 13,430 $ 1,273,747 $ 1,287,177 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 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments of debt as of March 31, 2018 are as follows: (in thousands) Remainder of 2018 $ 9,987 2019 13,349 2020 13,349 2021 13,349 2022 13,349 Thereafter 1,272,868 $ 1,336,251 |
Stockholders_ Equity and Equi22
Stockholders’ Equity and Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of equity based compensation by department | Equity-based compensation is classified in the condensed consolidated statements of operations and comprehensive income (loss) in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows: Three Months Ended March 31, (in thousands) 2018 2017 Cost of revenue $ 136 $ 70 Selling and marketing 88 66 Research and development 123 109 General and administrative 994 748 Total equity-based compensation expense $ 1,341 $ 993 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of stock options granted under the 2017 Plan were estimated using the following assumptions: Three Months Ended March 31, 2018 Stock price volatility 50 % Expected term (years) 6.3 Risk-free interest rate 2.3 % Dividend yield 0 % |
Share-based Compensation, Stock Options, Activity | A summary of employee stock option activity for the three months ended March 31, 2018 under the Company’s 2017 Plan is presented below: Number of Weighted- Weighted- Aggregate Options outstanding as of December 31, 2017 691,500 $ 12.78 9.7 $ Granted 117,500 12.00 Exercised Forfeited (46,000) 12.78 Options outstanding as of March 31, 2018 763,000 $ 12.66 9.5 $ |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Number of Shares Weighted-Average Restricted stock units outstanding as of December 31, 2017 34,945 $ 12.40 Granted Vested (375) Forfeited Restricted stock units outstanding as of March 31, 2018 34,570 $ 12.40 |
Net Loss Per share (Tables)
Net Loss Per share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted loss per common share | As a result, diluted loss per common share is the same as basic loss per common share for all periods presented below. Three Months Ended March 31, (in thousands, except share and per share data) 2018 2017 Numerator: Net loss $ (413) $ (22,993) Denominator: Weighted-average shares outstanding basic and diluted 123,946,264 28,369,644 Net loss per share basic and diluted $ (0.00) $ (0.81) |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table lists revenue for the three months ended March 31, 2018 and 2017 by geographic region: Three Months Ended March 31, (in thousands) 2018 2017 Revenue: Americas U.S. $ 106,399 $ 99,860 Rest of Americas 15,365 11,928 EMEA 50,576 28,788 APAC 6,953 5,242 $ 179,293 $ 145,818 |
Long-lived Assets by Geographic Areas | The following table lists long-lived assets, net of amortization, as of March 31, 2018 and December 31, 2017 by geographic region: (in thousands) March 31, 2018 December 31, 2017 Long-lived assets, net Americas U.S. $ 1,151,968 $ 1,141,210 Rest of Americas 141,048 145,837 EMEA 396,076 336,937 APAC 32,652 29,816 $ 1,721,744 $ 1,653,800 |
Organization (Details Textual)
Organization (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Jul. 07, 2017 | Oct. 31, 2017 | Jun. 29, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Conversion of Stock, Shares Converted | 82,075,873 | ||||
Common Stock, Shares, Outstanding | 120,512,402 | 124,370,566 | 122,634,922 | ||
Common Stock, Shares, Issued | 124,370,566 | 122,634,922 | |||
Class of Warrant or Right, Outstanding | 24,375,596 | ||||
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 | $ 326.3 | ||||
Payments for Merger Related Costs | 16.2 | ||||
Proceeds from Sale of Restricted Investments | $ 305.2 | ||||
Parent [Member] | |||||
Business Acquisition [Line Items] | |||||
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 | $ 450.5 | ||||
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 | ||||
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 | $ 4.9 |
Significant Accounting Polici26
Significant Accounting Policies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 29, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
Common Stock, Shares, Outstanding | 120,512,402 | 124,370,566 | 122,634,922 |
Conversion of Stock, Shares Converted | 82,075,873 | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 1.1 | ||
Class B-1, Class C-1 and Class V [Member] | |||
Common Stock, Shares, Outstanding | 28,369,644 |
Business Combinations and Dis27
Business Combinations and Dispositions (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 23, 2018 | Dec. 31, 2017 | Dec. 19, 2017 | Jun. 22, 2017 | Mar. 27, 2017 |
Goodwill | $ 1,198,360 | $ 1,136,403 | ||||
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 | |||||
Prime [Member] | ||||||
Cash and cash equivalents | $ 2,711 | |||||
Accounts receivable, net | 8,186 | |||||
Prepaid and other assets | 1,320 | |||||
Property, equipment and software, net | 1,207 | |||||
Goodwill | 57,465 | |||||
Total assets acquired | 100,109 | |||||
Accounts payable and accrued liabilities | (5,627) | |||||
Deferred revenue | (426) | |||||
Total liabilities assumed | (6,053) | |||||
Net assets acquired | 94,056 | |||||
Prime [Member] | Trade name [Member] | ||||||
Finite-Lived Intangible Assets | 1,436 | |||||
Prime [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets | 17,903 | |||||
Prime [Member] | Purchased Technology [Member] | ||||||
Finite-Lived Intangible Assets | $ 9,881 |
Business Combinations and Dis28
Business Combinations and Dispositions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | $ 182,334 | $ 175,118 |
Net income (loss) | $ 1,398 | $ (24,593) |
Net income (loss) per share - basic and diluted | $ 0.01 | $ (0.87) |
Business Combinations and Dis29
Business Combinations and Dispositions (Details Textual) $ in Thousands, € in Millions, $ in Millions | Mar. 10, 2017USD ($) | Jan. 23, 2018USD ($) | Jan. 23, 2018EUR (€) | Dec. 19, 2017USD ($) | Dec. 19, 2017CAD ($) | Jun. 22, 2017USD ($) | Jun. 22, 2017EUR (€) | Mar. 31, 2017USD ($) | Mar. 27, 2017USD ($)shares | Mar. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 22, 2017EUR (€) |
Proceeds from Divestiture of Businesses | $ 0 | $ 23,675 | |||||||||||
Gain (Loss) on Disposition of Business | 0 | $ 1,785 | |||||||||||
Business Combination, Acquisition Related Costs | 2,300 | ||||||||||||
Business Acquisition, Transaction Costs | 5,400 | ||||||||||||
Vintage Corporate Filings Business [Member] | |||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 26,600 | ||||||||||||
Proceeds from Divestiture of Businesses | 23,700 | ||||||||||||
Gain (Loss) on Disposition of Business | $ 1,800 | ||||||||||||
Bulletin Intelligence [Member] | |||||||||||||
Business Combination, Acquisition Related Costs | $ 1,000 | ||||||||||||
Business Combination, Consideration Transferred | $ 71,800 | ||||||||||||
Payments to Acquire Businesses, Gross | $ 60,500 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 70,000 | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 6,100 | ||||||||||||
Interest Expense, Debt | 1,800 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 5,200 | ||||||||||||
Equity Contribution | $ 7,000 | ||||||||||||
Business Combination Contingent Consideration Earn out Paid | 2,900 | ||||||||||||
Argus [Member] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 6,800 | € 6 | |||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,200 | € 1.1 | |||||||||||
CEDROM [Member] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 25,900 | $ 33.1 | |||||||||||
Prime [Member] | |||||||||||||
Business Combination, Consideration Transferred | $ 94,100 | € 75.7 | |||||||||||
Payments to Acquire Businesses, Gross | $ 65,400 | € 53.1 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Description | the issuance of approximately 1.7 million ordinary shares valued at €16.4 million ($20.1 million), and up to €6.2 million ($8.6 million) of deferred payments due within 18 months. The Company has the discretion to pay up to €2.5 million ($3.1 million) of the deferred payments with ordinary shares. The acquisition of Prime will expand the Company’s comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts. At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States. | the issuance of approximately 1.7 million ordinary shares valued at €16.4 million ($20.1 million), and up to €6.2 million ($8.6 million) of deferred payments due within 18 months. The Company has the discretion to pay up to €2.5 million ($3.1 million) of the deferred payments with ordinary shares. The acquisition of Prime will expand the Company’s comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts. At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States. | |||||||||||
Entity Number of Employees | 700 | 700 | |||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 38,800 | ||||||||||||
Bulletin Intelligence, Argus, CEDROM and Prime [Member] | |||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 31,100 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Beginning Balance | $ 1,136,403 |
Effects of foreign currency | 6,442 |
Ending Balance | 1,198,360 |
Bulletin Intelligence [Member] | |
Measurement period adjustment of Bulletin Intelligence | (1,950) |
Prime Research [Member] | |
Acquisition of Prime Research | $ 57,465 |
Goodwill and Intangibles (Det31
Goodwill and Intangibles (Details 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Gross Carrying Amount | $ 837,444 | $ 806,274 |
Foreign Currency Translation | (16,219) | (19,267) |
Accumulated Amortization | (358,847) | (330,716) |
Net Carrying Amount | 462,378 | 456,291 |
Trade names and brand [Member] | ||
Gross Carrying Amount | 371,871 | 370,435 |
Foreign Currency Translation | (1,028) | (1,519) |
Accumulated Amortization | (86,187) | (75,273) |
Net Carrying Amount | 284,656 | 293,643 |
Customer relationships [Member] | ||
Gross Carrying Amount | 321,862 | 302,009 |
Foreign Currency Translation | (10,470) | (12,472) |
Accumulated Amortization | (179,334) | (168,460) |
Net Carrying Amount | 132,058 | 121,077 |
Purchased technology [Member] | ||
Gross Carrying Amount | 143,711 | 133,830 |
Foreign Currency Translation | (4,721) | (5,276) |
Accumulated Amortization | (93,326) | (86,983) |
Net Carrying Amount | $ 45,664 | $ 41,571 |
Goodwill and Intangibles (Det32
Goodwill and Intangibles (Details 2) | 3 Months Ended |
Mar. 31, 2018 | |
Trade Names [Member] | |
Finite-Lived Intangible Asset, Useful Life | 12 years 6 months |
Customer Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 6 years 9 months 18 days |
Purchased technology [Member] | |
Finite-Lived Intangible Asset, Useful Life | 3 years 9 months 18 days |
Goodwill and Intangibles (Det33
Goodwill and Intangibles (Details 3) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Remainder of 2018 | $ 79,383 | |
2,019 | 86,622 | |
2,020 | 63,454 | |
2,021 | 51,871 | |
2,022 | 38,532 | |
Thereafter | 142,516 | |
Total | $ 462,378 | $ 456,291 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Unamortized debt discount and issuance costs, Short Term | $ 0 | $ 0 |
Balances, Short Term | 13,430 | 13,349 |
Unamortized debt discount and issuance costs, Long Term | (49,074) | (52,141) |
Balances, Long Term | 1,273,747 | 1,266,121 |
Unamortized debt discount and issuance costs, Total | (49,074) | (52,141) |
Balances, Total | 1,287,177 | 1,279,470 |
2017 First Lien Credit Facility [Member] | ||
Short Term | 13,430 | 13,349 |
Long Term | 1,322,821 | 1,318,262 |
Total | $ 1,336,251 | $ 1,331,611 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Mar. 31, 2018USD ($) |
Remainder of 2018 | $ 9,987 |
2,019 | 13,349 |
2,020 | 13,349 |
2,021 | 13,349 |
2,022 | 13,349 |
Thereafter | 1,272,868 |
Long-term Debt, Gross | $ 1,336,251 |
Debt (Details Textual)
Debt (Details Textual) $ in Thousands, € in Millions | Dec. 14, 2017USD ($) | Aug. 04, 2017USD ($) | Feb. 08, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Aug. 04, 2017EUR (€) |
Deferred Financing Costs Paid | $ 100 | |||||||
Gain (Loss) on Extinguishment of Debt | (2,432) | $ 0 | ||||||
2017 First Lien Credit Facility [Member] | ||||||||
Line of Credit | $ 1,331,611 | 1,336,251 | ||||||
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. | The 2017 First Lien Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 1.00%, 1.00% and 0.75%, respectively. | ||||||
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 Companys 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 Companys 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 Companys 2017 First Lien Credit Facility (provided that it may only include the amounts of consolidated net income described in clause (ii) if the Companys 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, Gross | $ 2,000 | |||||||
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. | The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 0.75%, 0.75% and 0.50%, respectively. | ||||||
Line of Credit Facility, Expiration Date | Jun. 16, 2022 | |||||||
2017 Revolving Credit Facility [Member] | 2017 Standby Letters of Credit [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | |||||||
Letters of Credit Outstanding, Amount | $ 1,100 | |||||||
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 | 5.13% | |||||||
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 Euro Term Credit Facility [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 250 | |||||||
Line of Credit Facility, Interest Rate at Period End | 3.50% | |||||||
Debt Instrument, Periodic Payment | € | € 0.6 | |||||||
2017 First Lien Euro Term Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | |||||||
2017 First Lien Term Credit Facility [Member] | ||||||||
Line of Credit Facility, Expiration Date | Jun. 16, 2023 |
Stockholders_ Equity and Equi37
Stockholders’ Equity and Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation | $ 1,341 | $ 993 |
Cost of revenue [Member] | ||
Share-based Compensation | 136 | 70 |
Selling and marketing [Member] | ||
Share-based Compensation | 88 | 66 |
Research and development [Member] | ||
Share-based Compensation | 123 | 109 |
General and administrative [Member] | ||
Share-based Compensation | $ 994 | $ 748 |
Stockholders_ Equity and Equi38
Stockholders’ Equity and Equity-Based Compensation (Details1) | 3 Months Ended |
Mar. 31, 2018 | |
Stock price volatility | 50.00% |
Expected term (years) | 6 years 3 months 18 days |
Risk-free interest rate | 2.30% |
Dividend yield | 0.00% |
Stockholders_ Equity and Equi39
Stockholders’ Equity and Equity-Based Compensation (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Number of Options outstanding, Beginning Balance | 691,500 | |
Number of Options Granted | 117,500 | |
Number of Options Exercised | 0 | |
Number of Options Forfeited | (46,000) | |
Number of Options outstanding, Ending Balance | 763,000 | 691,500 |
Weighted-Average Exercise Price per Share Options outstanding, Beginning Balance | $ 12.78 | |
Weighted-Average Exercise Price per Share Granted | 12 | |
Weighted-Average Exercise Price per Share Exercised | 0 | |
Weighted-Average Exercise Price per Share Forfeited | 12.78 | |
Weighted-Average Exercise Price per Share Options outstanding, Ending Balance | $ 12.66 | $ 12.78 |
Weighted-Average Contractual Term Options outstanding | 9 years 6 months | 9 years 8 months 12 days |
Aggregate Intrinsic Value Options outstanding, Beginning Balance | $ 0 | |
Aggregate Intrinsic Value Granted | 0 | |
Aggregate Intrinsic Value Exercised | 0 | |
Aggregate Intrinsic Value Forfeited | 0 | |
Aggregate Intrinsic Value Options outstanding, Ending Balance | $ 0 | $ 0 |
Stockholders_ Equity and Equi40
Stockholders’ Equity and Equity-Based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Shares Underlying Stock Awards Restricted stock units outstanding, Beginning Balance | shares | 34,945 |
Number of Shares Underlying Stock Awards Granted | shares | 0 |
Number of Shares Underlying Stock Awards Vested | shares | (375) |
Number of Shares Underlying Stock Awards Forfeited | shares | 0 |
Number of Shares Underlying Stock Awards Restricted stock units, Ending Balance | shares | 34,570 |
Weighted-Average Grant Date Fair Value Restricted stock units outstanding, Beginning Balance | $ / shares | $ 12.4 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 0 |
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, Ending Balance | $ / shares | $ 12.40 |
Stockholders_ Equity and Equi41
Stockholders’ Equity and Equity-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
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 | $ 4.2 | |
Omnibus Incentive Plan 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,100,000 |
Net Loss Per share (Details)
Net Loss Per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net loss | $ (413) | $ (22,993) |
Denominator: | ||
Weighted-average shares outstanding - basic and diluted | 123,946,264 | 28,369,644 |
Net loss per share - basic and diluted | $ 0 | $ (0.81) |
Net Loss Per share (Details Tex
Net Loss Per share (Details Textual) | 3 Months Ended |
Mar. 31, 2018shares | |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 800,349 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Noncash Income Tax Expense Benefit From Continuing Operations | $ 11.9 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 97.70% | 23.50% | ||
Scenario, Plan [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 106.50% |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Operating Leases, Rent Expense | $ 4.6 | $ 3.2 | |
Other Liabilities [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred Rent Credit | $ 13.4 | $ 10.2 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | $ 179,293 | $ 145,818 |
Americas - U.S. [Member] | ||
Revenue | 106,399 | 99,860 |
Rest of Americas[Member] | ||
Revenue | 15,365 | 11,928 |
EMEA [Member] | ||
Revenue | 50,576 | 28,788 |
APAC [Member] | ||
Revenue | $ 6,953 | $ 5,242 |
Geographic Information (Detai47
Geographic Information (Details 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Long-lived assets, net | $ 1,721,744 | $ 1,653,800 |
Americas - U.S. [Member] | ||
Long-lived assets, net | 1,151,968 | 1,141,210 |
Rest of Americas[Member] | ||
Long-lived assets, net | 141,048 | 145,837 |
EMEA [Member] | ||
Long-lived assets, net | 396,076 | 336,937 |
APAC [Member] | ||
Long-lived assets, net | $ 32,652 | $ 29,816 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) $ in Millions | 1 Months Ended |
Apr. 30, 2018USD ($) | |
Subsequent Event [Member] | 2017 First Lien Credit Facility [Member] | |
Repayments of Lines of Credit | $ 30 |