Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CISION LTD. | |
Entity Central Index Key | 1,701,040 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | CISN | |
Entity Common Stock, Shares Outstanding | 132,713,555 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 84,192 | $ 148,654 |
Accounts receivable, net | 113,821 | 113,008 |
Prepaid expenses and other current assets | 21,426 | 19,896 |
Total current assets | 219,439 | 281,558 |
Property and equipment, net | 54,032 | 53,578 |
Other intangible assets, net | 406,515 | 456,291 |
Goodwill | 1,179,597 | 1,136,403 |
Other assets | 6,429 | 7,528 |
Total assets | 1,866,012 | 1,935,358 |
Current liabilities: | ||
Current portion of long-term debt | 13,251 | 13,349 |
Accounts payable | 12,560 | 13,327 |
Accrued compensation and benefits | 25,718 | 25,873 |
Other accrued expenses | 75,128 | 73,483 |
Current portion of deferred revenue | 140,493 | 140,351 |
Total current liabilities | 267,150 | 266,383 |
Long-term debt, net of current portion | 1,206,313 | 1,266,121 |
Deferred revenue, net of current portion | 1,258 | 1,412 |
Deferred tax liability | 65,068 | 62,617 |
Other liabilities | 20,778 | 22,456 |
Total liabilities | 1,560,567 | 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 September 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.0001 par value, 480,000,000 shares authorized; 132,713,555 and 122,634,922 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 13 | 12 |
Additional paid-in capital | 795,668 | 771,813 |
Accumulated other comprehensive loss | (55,907) | (35,111) |
Accumulated deficit | (434,329) | (420,345) |
Total stockholders' equity | 305,445 | 316,369 |
Total liabilities and stockholders' equity | $ 1,866,012 | $ 1,935,358 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 132,713,555 | 122,634,922 |
Common Stock, Shares, Outstanding | 132,713,555 | 122,634,922 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | $ 177,236 | $ 159,729 | $ 544,004 | $ 462,678 |
Cost of revenue | 69,177 | 53,287 | 200,212 | 147,571 |
Gross profit | 108,059 | 106,442 | 343,792 | 315,107 |
Operating costs and expenses | ||||
Sales and marketing | 27,367 | 27,931 | 85,345 | 83,231 |
Research and development | 7,292 | 5,661 | 22,282 | 16,679 |
General and administrative | 39,002 | 36,127 | 126,762 | 117,819 |
Amortization of intangible assets | 20,167 | 22,829 | 60,681 | 66,306 |
Total operating costs and expenses | 93,828 | 92,548 | 295,070 | 284,035 |
Operating income | 14,231 | 13,894 | 48,722 | 31,072 |
Non operating income (expense): | ||||
Foreign exchange gains (losses) | 2,196 | 802 | 10,277 | (1,832) |
Interest and other income, net | 380 | 177 | 472 | 2,450 |
Interest expense | (19,785) | (23,063) | (59,947) | (96,306) |
Loss on extinguishment of debt | 0 | (51,872) | (2,432) | (51,872) |
Total non operating loss | (17,209) | (73,956) | (51,630) | (147,560) |
Loss before income taxes | (2,978) | (60,062) | (2,908) | (116,488) |
Provision for (benefit from) income taxes | 3,070 | (13,653) | 10,016 | (27,938) |
Net loss | (6,048) | (46,409) | (12,924) | (88,550) |
Other comprehensive income (loss) - foreign currency translation adjustments | (2,479) | 13,371 | (20,796) | 35,965 |
Comprehensive loss | $ (8,527) | $ (33,038) | $ (33,720) | $ (52,585) |
Net loss per share: | ||||
Basic and diluted | $ (0.05) | $ (0.38) | $ (0.10) | $ (1.47) |
Weighted-average shares outstanding used in computing per share amounts: | ||||
Basic and diluted | 131,104,859 | 120,584,316 | 127,507,314 | 60,120,689 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (12,924) | $ (88,550) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 100,186 | 103,392 |
Non-cash interest charges and amortization of debt discount and deferred financing costs | 10,158 | 62,824 |
Equity-based compensation expense | 3,713 | 2,944 |
Provision for doubtful accounts | 3,972 | 2,247 |
Deferred income taxes | 3,437 | (29,970) |
Unrealized foreign currency losses (gains) | (10,338) | 1,551 |
Gain on sale of business | 0 | (1,785) |
Other | 86 | (171) |
Changes in operating assets and liabilities, net of effects of acquisitions and disposal: | ||
Accounts receivable | 967 | 7,018 |
Prepaid expenses and other current assets | (1,133) | 1,072 |
Other assets | (726) | 113 |
Accounts payable | (1,721) | (2,110) |
Accrued compensation and benefits | (321) | (10,207) |
Other accrued expenses | (7,320) | (4,123) |
Deferred revenue | 1,767 | (3,593) |
Other liabilities | (14) | (2,310) |
Net cash provided by operating activities | 89,789 | 38,342 |
Cash flows from investing activities | ||
Purchases of property and equipment | (10,325) | (7,746) |
Software development costs | (12,026) | (11,365) |
Acquisitions of businesses, net of cash acquired of $2,711 and $12,355 | (66,463) | (54,992) |
Proceeds from disposal of business | 0 | 23,675 |
Change in restricted cash | 5 | 607 |
Net cash used in investing activities | (88,809) | (49,821) |
Cash flows from financing activities | ||
Proceeds from revolving credit facility | 0 | 5,000 |
Repayment of revolving credit facility | 0 | (38,475) |
Payment of amounts due to Cision Owner | 0 | (1,940) |
Proceeds from term credit facility, net of debt discount of $10,091 | 0 | 1,275,634 |
Repayments of term credit facility | (59,989) | (1,494,501) |
Payments on capital lease obligations | 0 | (171) |
Payments of deferred financing costs | (294) | 0 |
Proceeds from merger and recapitalization | 0 | 305,210 |
Payment of contingent consideration | (2,873) | 0 |
Net cash provided by (used in) financing activities | (63,156) | 50,757 |
Effect of exchange rate changes on cash and cash equivalents | (2,286) | 2,319 |
Increase (decrease) in cash and cash equivalents | (64,462) | 41,597 |
Cash and cash equivalents | ||
Beginning of period | 148,654 | 35,135 |
End of period | 84,192 | 76,732 |
Supplemental disclosure of cash flows information | ||
Issuance of securities by Cision Owner in connection with acquisition | 0 | 7,000 |
Non-cash contribution from Cision Owner in connection with merger | $ 0 | $ 451,139 |
Issuance of shares for acquisition | 20,143 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Acquired from Acquisition | $ 2,711 | $ 12,355 |
Debt Instrument Original Issue Discount | $ 0 | $ 10,091 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Cision Ltd., a Cayman Islands company and its subsidiaries (collectively, “Cision”, or the “Company”), is a leading provider of cloud-based software, media intelligence and distribution services, and other related professional services to the marketing and public relations industry. Communications professionals use the Company’s products and services to identify and connect with media influencers, manage industry relationships, create and distribute content, monitor media coverage, perform advanced analytics and measure the effectiveness of their campaigns. The Company has primary offices in Chicago, Illinois, Beltsville, Maryland, Ann Arbor, Michigan, New York, New York, Cleveland, Ohio, and Albuquerque, New Mexico with additional offices in the United States, as well as Australia, Brazil, Canada, China, France, Germany, Hong Kong, India, Indonesia, Malaysia, Mexico, Portugal, Singapore, South Korea, Sweden, Taiwan, the United Kingdom, and Vietnam. 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 shares of Capitol common stock sold in its initial public offering exercised their rights to convert those shares to cash at a conversion price of approximately $10.04 per share, or an aggregate of approximately $4.9 million. The per share conversion price of approximately $10.04 for holders of public shares electing conversion was paid out of Capitol’s trust account, which had a balance immediately prior to the closing of approximately $326.3 million. Of the remaining funds in the trust account: (i) approximately $16.2 million was used to pay Capitol’s transaction expenses and (ii) the balance of approximately $305.2 million was released to Cision to be used for working capital and general corporate purposes, including to pay down $294.0 million of the 2016 Second Lien Credit Facility, plus a 1% fee and interest. The debt repayment occurred in July 2017. 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 shares of common stock and warrants to purchase 24,375,596 shares of common stock of Cision issued and outstanding. During the nine months ended September 30, 2018, all warrants were converted to 6,342,989 common shares (see Note 7). Upon the closing, Capitol’s common stock, warrants and units ceased trading, and Cision’s common stock 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 shares of common stock of the Company and 1,969,841 warrants to purchase common stock of the Company, in exchange for all of the share capital and $450.5 million in Convertible Preferred Equity Certificates (“CPECs”) of Cision. Cision Owner also obtained the right to receive certain additional securities of the Company upon the occurrence of certain events. As a result of the Company’s share price meeting certain milestones set forth in the Merger Agreement in October 2017 and September 2018 the Company issued an aggregate of 4,000,000 shares to Cision Owner. At the closing of the Transactions, Cision Owner held approximately 68% of the issued and outstanding common stock of the Company and stockholders of Capitol held approximately 32% of the issued and outstanding shares of the Company. During the nine months ended September 30, 2018, Cision Owner initiated a series of transactions that resulted in its holding dropping below 50% of the issued and outstanding ordinary shares of the Company; causing the Company to cease to qualify as a “controlled company” under the New York Stock Exchange listing standards. The Merger Agreement, the Transactions and items related thereto are more fully described in the Company’s proxy statement/prospectus filed on June 15, 2017. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies 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 completion of the 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 common shares. Immediately after the Transactions, 120,512,402 common shares were outstanding. Subsequent to the Merger, earnings per share are calculated based on the weighted number of common shares then outstanding. As part of the Transactions, the historical number of outstanding common shares were adjusted to 28,369,644 common shares, in order to retroactively reflect the Merger exchange ratio. Historical earnings per share also gives effect to this adjustment through June 29, 2017, the date of the Merger. 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 and nine months ended September 30, 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 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. 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. Recent Accounting Pronouncements The Company is an Emerging Growth Company and historically has adopted new accounting standards using the effective dates available for nonpublic entities. However, as of December 31, 2018, the Company will no longer be classified as an Emerging Growth Company and will be adopting new accounting standards in accordance with the effective dates set for public companies. All new accounting standards with public effective dates that have lapsed as of December 31, 2018, will be implemented by the Company during the fourth quarter of 2018 using the transition methods set forth by the FASB. The planned adoption dates outlined below have been updated to reflect the Company’s new required effective dates. New Accounting Pronouncements Adopted In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company has elected to early adopt this guidance on a prospective basis beginning January 1, 2018. The Company has also elected to continue its historical accounting practice of estimating forfeitures in determining the amount of stock-based compensation expense to recognize, rather than accounting for forfeitures as they occur. The adoption of ASU 2016-09 did not have an impact on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory . The amendments of ASU No. 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of this ASU would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The Company elected to early adopt ASU 2016-16 in the first quarter of fiscal 2018 and applied the guidance on a modified retrospective basis and recorded a cumulative-effect adjustment to retained earnings in the amount of $1.1 million. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) . The ASU eliminates Step 2 of the goodwill impairment test, which requires determining the fair value of assets acquired or liabilities assumed in a business combination. Under the amendments in this update, a goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company elected to early adopt ASU 2017-04 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. The Company adopted ASU 2017-09 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements. Recent Accounting Pronouncements Not Yet Effective In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . Topic 606 supersedes existing revenue recognition requirements in ASU Topic 605, Revenue Recognition , and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The accounting for the recognition of costs related to obtaining customer contracts under Topic 606 is significantly different than current guidance, and Topic 606 will likely result in sales commissions and certain other costs capitalized, which will then be amortized over an estimated customer life. The Company will adopt this ASU during the fourth quarter of 2018, effective for fiscal year 2018, using the modified retrospective transition method. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities . This change primarily affects the accounting for equity investments, financial liabilities under the fair value options and the presentation and disclosure requirements for financial instruments. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . 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) which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. This ASU is effective for the Company’s fourth quarter of 2018, with early adoption permitted. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements. 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 , which will allow a reclassification from accumulated other comprehensive income to retained earnings for the tax effects resulting from “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Act”) that are stranded in accumulated other comprehensive income. This ASU also requires certain disclosures about stranded tax effects; however, it does not change the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations. This ASU is effective on January 1, 2019, with early adoption permitted. It must be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) , In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits- Defined Benefit Plans – General (Subtopic 715-20) , which modifies the disclosure requirements for defined benefit pensions and other postretirement plans. The ASU adds and removes disclosure requirements from the current standard in an effort to improve the effectiveness of retirement benefit disclosures. The ASU is effective for fiscal years ended after December 15, 2020, early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) , which clarifies the accounting for costs of implementing a cloud computing service arrangement. |
Business Combinations and Dispo
Business Combinations and Dispositions | 9 Months Ended |
Sep. 30, 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 million and received approximately $23.7 million in cash after escrow and expenses. The transaction resulted in a gain of approximately $1.8 million which was recorded as other income in the consolidated statements of operations and comprehensive loss. The Company was required to provide the purchaser with certain immaterial transition services through the end of 2017. Purchase of Bulletin Intelligence On March 27, 2017, the Company acquired all of the membership interests of Bulletin Intelligence, LLC, Bulletin News Network, LLC, and Bulletin News Investment, LLC (collectively, “Bulletin Intelligence”). The Company acquired Bulletin Intelligence to expand the Company’s ability to deliver actionable intelligence to senior leadership teams. During the nine months ended September 30, 2017, the Company incurred acquisition-related transaction costs of $1.0 million, which are included in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. 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 March 27, 2017. The purchase price was $71.8 million and consisted of $60.5 million in cash, the issuance of 70,000 Class A Shares by Cision Owner with a fair value of $5.2 million and contingent consideration valued at $6.1 million. The fair value of the contingent consideration was determined using a Monte Carlo simulation, which utilized management’s projections of Bulletin Intelligence revenues over the earn-out period, and is considered a Level 3 measurement. Changes in fair value subsequent to the acquisition date will be recognized in earnings each reporting period until the arrangement is settled. The Company is required to pay contingent consideration that can be earned during the years ending December 31, 2017 and December 31, 2018 for each year dependent on the achievement of financial targets as defined by the agreement with no cap. 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 in March 2018. On the date of acquisition, the Company entered into a loan agreement with Cision Owner for $7.0 million and recorded a payable to Cision Owner of $7.0 million in the condensed consolidated balance sheet, which was contributed in the quarter ended June 30, 2017. The $1.8 million difference between the fair value of the Class A Units and the amount due to Cision Owner has been recorded as interest expense. The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. 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. During the nine months ended September 30, 2018, the Company made a measurement period adjustment to the initial purchase price allocation resulting in a goodwill decrease of $2.0 million. 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 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 million (approximately $6.8 million) paid in cash at closing and up to €1.1 million (approximately $1.2 million) to be paid in cash over the next four years, subject to a working capital adjustment. The Company acquired Argus to deliver enhanced access to French media content, helping its global customer base understand and quantify the impact of their communications and media coverage in France. 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. The following table summarizes the allocation of the purchase price 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 completed the purchase price allocation as of 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 During the nine months ended September 30, 2018, the Company made certain measurement period adjustments to the initial purchase price allocation resulting in a decrease in accounts receivable, net of $0.2 million and an increase in accounts payable and accrued liabilities of $1.3 million and an increase in goodwill of $1.5 million. Goodwill is not deductible for tax purposes. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP. Purchase of 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 million (approximately $25.9 million) paid in cash at closing, subject to a working capital adjustment. The Company acquired CEDROM to enhance access to media content from print, radio, television, web, and social media to help customers understand and quantify the impact of their communications in Canada and France. 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 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. The Company expects to complete the purchase price allocation on or before December 31, 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 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 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock 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 common stock. 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. Total acquisition costs related to the Prime acquisition were $5.4 million of which $2.3 million were incurred during the nine months ended September 30, 2018 and were included in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The acquisition was accounted for under the purchase method of accounting. The operating results are included in the accompanying condensed consolidated financial statements from January 23, 2018. 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 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 December 31, 2018. (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 million of goodwill is deductible for tax purposes pending any purchase price adjustments. 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. Other 2018 Acquisition During the third quarter of 2018, the Company purchased certain immaterial technology and development assets to expand its products and services offerings, and the results of this acquisition have been included in the consolidated results from the acquisition date. The estimate of fair value for the assets acquired and liabilities assumed was based upon a preliminary calculation and valuation and is subject to change as additional information related to estimates during the measurement period is obtained (up to one year from the acquisition date). The primary areas of those preliminary estimates relate to certain identifiable intangible assets and goodwill. The acquired entities of Bulletin Intelligence, Argus, CEDROM, and Prime together contributed revenue of $32.0 million and $16.6 million for the three months ended September 30, 2018 and 2017, respectively, and $98.2 million and $25.5 million for the nine months ended September 30, 2018 and 2017, respectively. Net income or loss from these acquisitions for the same period is impracticable to determine due to the extent of integration activities. 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 and the other 2018 acquisition as if they had occurred as of January 1, 2017. The pro forma results exclude the other acquisition in 2018 discussed above, as it was deemed not material. 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 September 30, Nine months ended September 30, (in thousands, except per share data) 2018 2017 2018 2017 Revenue $ 177,527 $ 176,252 $ 547,633 $ 531,605 Net loss (5,632 ) (45,654 ) (10,294 ) (91,272 ) Net loss per share - basic and diluted (0.04 ) (0.38 ) (0.08 ) (1.52 ) |
Goodwill and Intangibles
Goodwill and Intangibles | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 4. Goodwill and Intangibles 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 Adjustments of Bulletin Intelligence (1,950 ) Adjustments of Argus 1,477 Acquisition of Prime Research 57,465 Other goodwill (1) 1,346 Effects of foreign currency (15,144 ) Balance as of September 30, 2018 $ 1,179,597 (1) Definite-lived intangible assets consisted of the following at September 30, 2018 and December 31, 2017: September 30, 2018 (in thousands) Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Carrying Amount Trade names and brand $ 372,010 $ (5,172 ) $ (106,300 ) $ 260,538 Customer relationships 321,862 (16,476 ) (194,980 ) 110,406 Purchased technology 145,951 (6,620 ) (103,760 ) 35,571 Balances at September 30, 2018 $ 839,823 $ (28,268 ) $ (405,040 ) $ 406,515 December 31, 2017 (in thousands) Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Carrying Amount 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 September 30, 2018 Years Trade names and brand 12.0 Customer relationships 6.6 Purchased technology 3.5 Future expected amortization of intangible assets at September 30, 2018 is as follows: (in thousands) Remainder of 2018 $ 26,320 2019 86,067 2020 63,196 2021 51,704 2022 38,536 Thereafter 140,692 $ 406,515 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt Debt consisted of the following at September 30, 2018 and December 31, 2017: September 30, 2018 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,251 $ 1,248,591 $ 1,261,842 Unamortized debt discount and issuance costs — (42,278 ) (42,278 ) Balances at September 30, 2018 $ 13,251 $ 1,206,313 $ 1,219,564 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 million. Upon effectiveness of the 2017 First Lien Credit Facility, the 2017 First Lien Credit Facility consists of: (i) a revolving credit facility, which permits borrowings and letters of credit of up to $75.0 million (the “2017 Revolving Credit Facility”), of which up to $25.0 million may be used or issued as standby and trade letters of credit; (ii) a $960.0 million Dollar-denominated term credit facility (the “2017 First Lien Dollar Term Credit Facility”); and (iii) a €250.0 million Euro-denominated term credit facility (the “2017 First Lien Euro Term Credit Facility”) and, together with the 2017 First Lien Dollar Term Credit Facility, the “2017 First Lien Term Credit Facility” and collectively with the 2017 Revolving Credit Facility, the “2017 First Lien Credit Facility”). 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 million of 2017 First Lien Dollar Term Credit Facility. The Company used the money for its acquisition of Prime Research Group. On February 8, 2018, the Company completed its debt repricing transaction on its 2017 First Lien Credit Facility. The margins on the term loans under the 2017 First Lien Credit Facility 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 Company incurred approximately $2.0 million in financing costs in connection with the February 2018 repricing of the 2017 First Lien Credit Facility of which $0.1 million are being amortized using the effective interest method. As a result of this transaction, the Company recorded a loss on extinguishment of $2.4 million. 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 margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. Interest is charged on Euro borrowings under the 2017 First Lien Credit Facility at a rate based on the adjusted EURIBOR (a rate equal to the Euro interbank offered rate adjusted for statutory reserves), plus an applicable margin. The margin applicable to loans under the 2017 First Lien Euro Term Credit Facility bearing interest at 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. As of September 30, 2018, the applicable interest rate under the 2017 First Lien Dollar Term Credit Facility and the 2017 First Lien Euro Term Credit Facility was 5.64% and 3.50%, respectively. 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. The maturity dates of the 2017 Revolving Credit Facility and the 2017 First Lien Term Credit Facility are June 16, 2022 and June 16, 2023, respectively. As of September 30, 2018, the Company had no outstanding borrowings and $1.5 million of outstanding letters of credit under the 2017 Revolving Credit Facility and $1,261.8 million outstanding under the 2017 First Lien Credit Facility. 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 million and the 2017 First Lien Euro Term Credit Facility of €0.6 million (which amount may be reduced by the application of voluntary and mandatory prepayments pursuant to the terms of the 2017 First Lien Credit Facility), with the remaining balance due June 16, 2023. During the nine months ended September 30, 2018, the Company made $50.0 million in voluntary prepayments and as a result wrote down $1.9 million of deferred financing and debt issuance costs. 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 common stock (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 common stock or similar equity interests. As of September 30, 2018, the Company was in compliance with these covenants. 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. The fair value of the Company’s First Lien Credit Facility at September 30, 2018 and December 31, 2017 was $1,268.5 million and $1,347.3 million, respectively. The fair value of the Company’s First and Second Lien debt was considered Level 2 in the fair value hierarchy. Future Minimum Principal Payments Future minimum principal payments of debt as of September 30, 2018 are as follows: (in thousands) Remainder of 2018 $ 3,313 2019 13,251 2020 13,251 2021 13,251 2022 13,251 Thereafter 1,205,525 $ 1,261,842 |
Stockholders' Equity and Equity
Stockholders' Equity and Equity-Based Compensation | 9 Months Ended |
Sep. 30, 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 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2018 and December 31, 2017, there are no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 480,000,000 shares of common stock with a par value of $0.0001 per share. Prior to the Merger, Cision Owner issued equity units to employees for compensation purposes pursuant to the terms of its limited partnership agreement. Stock-based compensation was recorded based on the grant date fair values of these awards and will continue to be recorded until full vesting of these units has occurred. As a result of the consummation of the Merger, these outstanding units, held by Cision Owner, were converted into common stock of Cision. Any forfeitures of unvested units will be redistributed to existing unit holders and not returned to the Company. Equity awards to employees subsequent to the Merger will be made pursuant to the Company’s 2017 Omnibus Incentive Plan described below. Equity-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2018 2017 2018 2017 Cost of revenue $ 151 $ 84 $ 376 $ 225 Selling and marketing 192 65 416 175 Research and development 171 70 392 249 General and administrative 989 799 2,529 2,295 Total equity-based compensation expense $ 1,503 $ 1,018 $ 3,713 $ 2,944 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 reserved up to 6,100,000 shares of common stock of the Company for issuance in accordance with the plan’s terms, subject to certain adjustments. The purpose of the plan is to provide the Company’s officers, directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to the Company’s growth and profitability, with an incentive to assist the Company in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in the Company. Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four years based upon continuous service and expire ten years from the grant date. Restricted stock units are granted with an exercise price equal to the market value of the Company’s common stock at the time of grant. Conditions of the performance-based restricted stock units are based on achievement of pre-established performance goals and objectives within the next year and vest over four years based on continuing employment. Conditions of the performance-based stock options are also based on achievement of pre-established performance goals and objectives within the next year, vest over four years based on continuing employment, and have an expiration of ten years. 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: Nine Months Ended September 30, 2018 Stock price volatility 38 - 50 % Expected term (years) 6.3 Risk-free interest rate 2.01 - 2.89 % Dividend yield 0 % A summary of employee stock option activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Contractual Term (Years) Aggregate Intrinsic Value (thousands) Options outstanding as of December 31, 2017 691,500 $ 12.78 9.7 Granted 2,130,000 15.05 — Exercised — — — Forfeited (139,500 ) 12.78 — Options outstanding as of September 30, 2018 2,682,000 $ 14.58 9.6 $ 5,946 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the quoted closing price of the Company’s common stock as of September 28, 2018. A summary of restricted stock units activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below: Number of Shares Underlying Stock Awards Weighted- Average Grant Date Fair Value Restricted stock units outstanding as of December 31, 2017 34,945 $ 12.40 Granted 466,220 — Vested (375 ) — Forfeited (21,500 ) — Restricted stock units outstanding as of September 30, 2018 479,290 $ 15.20 As of September 30, 2018, the Company had $16.2 million of unrecognized compensation expense related to the unvested portion of outstanding stock options and restricted stock units expected to be recognized on a straight-line basis over the weighted-average remaining service period. |
Net Loss Per share
Net Loss Per share | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2017, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 281,019 shares, additional earn out shares, as described in Note 1, and the dilutive effect of stock options and restricted stock awards, as described in Note 6, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. During the nine months ended September 30, 2018, all warrants were converted to 6,342,989 common shares. For the three and nine months ended September 30, 2018, the Company has excluded the potential effect of the warrants prior to their conversion, additional earn out shares, as described in Note 1, and the dilutive effect of stock options and restricted stock awards, as described in Note 6, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented below. Three months ended September 30, (in thousands, except share and per share data) 2018 2017 Numerator: Net loss $ (6,048 ) $ (46,409 ) Denominator: Weighted-average shares outstanding - basic and diluted 131,104,859 120,584,316 Net loss per share - basic and diluted $ (0.05 ) $ (0.38 ) Nine months ended September 30, (in thousands, except share and per share data) 2018 2017 Numerator: Net loss $ (12,924 ) $ (88,550 ) Denominator: Weighted-average shares outstanding - basic and diluted 127,507,314 60,120,689 Net loss per share - basic and diluted $ (0.10 ) $ (1.47 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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 annual effective tax rate calculation excludes subsidiaries with pre-tax losses for which no tax benefit can be recognized. The Company’s estimates its annual effective tax rate to be approximately 81.27% in 2018. The difference between the annual effective tax rate and the effective tax rate in the quarter is due to subsidiaries with pre-tax losses for which no tax benefit can be recognized and subsidiaries with pre-tax losses in jurisdictions with a zero percent tax rate that have been removed from pre-tax book income before the annual effective tax rate is applied. The amount of pre-tax book loss removed is approximately $15.6 million. The difference also includes the impact of a $0.1 million expense from enacted state law changes and a $0.5 million benefit from an adjustment to the SAB 118 provisional amount that were both discrete to the fiscal period. This rate includes the impact of permanent differences and an increase in the valuation allowance for certain disallowed interest in the United States and United Kingdom. The United States permanent differences are primarily related to nondeductible transaction costs, nondeductible equity compensation and income from Canadian subsidiaries that is taxable in the United States as a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The United Kingdom permanent differences are primarily related to nondeductible interest expense. The increase in the valuation allowance in both countries is related to tax deferred interest expense that is not more likely than not realizable. The effective tax rate for the nine months ended September 30, 2017 was a benefit of 24.0%. The benefit from income taxes for the nine months ended September 30, 2017 resulted from a pre-tax loss and reversal of deferred tax liabilities relating to intangibles. 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, the Company recorded, as a provisional estimate, an $11.9 million non-cash tax expense in the period ended December 31, 2017. This amount is a reasonable estimate of the tax effects of the Tax Act on the financial statements. The Company will continue to analyze the effects of the Tax Act on the financial statements and record any additional impacts as they are identified during the measurement period provided for in SAB 118. The provisional amounts have been adjusted for a $0.5 million benefit related to state nonconformity to the disallowed interest provisions of the Tax Act. The final adjustment to the provisional estimate will be made during the fourth quarter once all state tax returns have been filed and in anticipation of the IRS issuing final tax regulations by the end of the year. The Company’s estimates related to liabilities for uncertain tax positions require it to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If it determines it is more likely than not that a tax position will be sustained based on its technical merits, the Company records the impact of the position in its condensed consolidated financial statements at the largest amount that is greater than fifty percent likely of being realized upon ultimate settlement. The estimates are updated at each reporting date based on the facts, circumstances and information available. As of September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2018 and December 31, 2017, lease related liabilities of $12.4 million and $10.2 million, respectively, is included in other liabilities. Rent expense was $4.9 million and $4.3 million for the three months ended September 30, 2018 and 2017, respectively, and $14.0 million and $10.9 million for the nine months ended September 30, 2018 and 2017, respectively. Litigation and Claims The Company from time to time is subject to lawsuits, investigations and claims arising out of the ordinary course of business, including those related to commercial transactions, contracts, government regulation, and employment matters. In the opinion of management, based on all known facts, all such matters are either without merit or are of such kind, or involve such amounts that would not have a material effect on the financial position or results of operations of the Company if disposed of unfavorably. |
Geographic Information
Geographic Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Geographic Information | 10. Geographic Information The following table lists revenue for the three and nine months ended September 30, 2018 and 2017 by geographic region: Three months ended September 30, Nine months ended September 30, (in thousands) 2018 2017 2018 2017 Revenue: Americas - U.S. $ 107,219 $ 100,125 $ 323,639 $ 306,167 Rest of Americas 15,364 12,563 47,604 38,040 EMEA 46,585 40,307 149,092 100,430 APAC 8,068 6,734 23,669 18,041 $ 177,236 $ 159,729 $ 544,004 $ 462,678 The following table lists long-lived assets, net of amortization, as of September 30, 2018 and December 31, 2017 by geographic region: (in thousands) September 30, 2018 December 31, 2017 Long-lived assets, net Americas – U.S. $ 1,116,477 $ 1,141,210 Rest of Americas 134,850 145,837 EMEA 364,636 336,937 APAC 30,610 29,816 $ 1,646,573 $ 1,653,800 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On October 22, 2018, the Company completed its debt repricing transaction on its 2017 First Lien Credit Facility. The margins for the term loans under the Company’s 2017 First Lien Credit Facility were lowered for the alternate base rate, LIBOR rate and EURIBOR rate each by 0.50%. The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate each by 0.50%. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 completion of the 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 common shares. Immediately after the Transactions, 120,512,402 common shares were outstanding. Subsequent to the Merger, earnings per share are calculated based on the weighted number of common shares then outstanding. As part of the Transactions, the historical number of outstanding common shares were adjusted to 28,369,644 common shares, in order to retroactively reflect the Merger exchange ratio. Historical earnings per share also gives effect to this adjustment through June 29, 2017, the date of the Merger. 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 and nine months ended September 30, 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. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company is an Emerging Growth Company and historically has adopted new accounting standards using the effective dates available for nonpublic entities. However, as of December 31, 2018, the Company will no longer be classified as an Emerging Growth Company and will be adopting new accounting standards in accordance with the effective dates set for public companies. All new accounting standards with public effective dates that have lapsed as of December 31, 2018, will be implemented by the Company during the fourth quarter of 2018 using the transition methods set forth by the FASB. The planned adoption dates outlined below have been updated to reflect the Company’s new required effective dates. New Accounting Pronouncements Adopted In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company has elected to early adopt this guidance on a prospective basis beginning January 1, 2018. The Company has also elected to continue its historical accounting practice of estimating forfeitures in determining the amount of stock-based compensation expense to recognize, rather than accounting for forfeitures as they occur. The adoption of ASU 2016-09 did not have an impact on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory . The amendments of ASU No. 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of this ASU would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The Company elected to early adopt ASU 2016-16 in the first quarter of fiscal 2018 and applied the guidance on a modified retrospective basis and recorded a cumulative-effect adjustment to retained earnings in the amount of $1.1 million. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) . The ASU eliminates Step 2 of the goodwill impairment test, which requires determining the fair value of assets acquired or liabilities assumed in a business combination. Under the amendments in this update, a goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company elected to early adopt ASU 2017-04 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. The Company adopted ASU 2017-09 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements. Recent Accounting Pronouncements Not Yet Effective In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . Topic 606 supersedes existing revenue recognition requirements in ASU Topic 605, Revenue Recognition , and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The accounting for the recognition of costs related to obtaining customer contracts under Topic 606 is significantly different than current guidance, and Topic 606 will likely result in sales commissions and certain other costs capitalized, which will then be amortized over an estimated customer life. The Company will adopt this ASU during the fourth quarter of 2018, effective for fiscal year 2018, using the modified retrospective transition method. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities . This change primarily affects the accounting for equity investments, financial liabilities under the fair value options and the presentation and disclosure requirements for financial instruments. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . 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) which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. This ASU is effective for the Company’s fourth quarter of 2018, with early adoption permitted. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements. 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 , which will allow a reclassification from accumulated other comprehensive income to retained earnings for the tax effects resulting from “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Act”) that are stranded in accumulated other comprehensive income. This ASU also requires certain disclosures about stranded tax effects; however, it does not change the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations. This ASU is effective on January 1, 2019, with early adoption permitted. It must be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) , In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits- Defined Benefit Plans – General (Subtopic 715-20) , which modifies the disclosure requirements for defined benefit pensions and other postretirement plans. The ASU adds and removes disclosure requirements from the current standard in an effort to improve the effectiveness of retirement benefit disclosures. The ASU is effective for fiscal years ended after December 15, 2020, early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) , which clarifies the accounting for costs of implementing a cloud computing service arrangement. |
Business Combinations and Dis_2
Business Combinations and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine months ended September 30, (in thousands, except per share data) 2018 2017 2018 2017 Revenue $ 177,527 $ 176,252 $ 547,633 $ 531,605 Net loss (5,632 ) (45,654 ) (10,294 ) (91,272 ) Net loss per share - basic and diluted (0.04 ) (0.38 ) (0.08 ) (1.52 ) |
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. During the nine months ended September 30, 2018, the Company made a measurement period adjustment to the initial purchase price allocation resulting in a goodwill decrease of $2.0 million. 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 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 completed the purchase price allocation as of 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 on or before December 31, 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 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 December 31, 2018. (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) | 9 Months Ended |
Sep. 30, 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 Adjustments of Bulletin Intelligence (1,950 ) Adjustments of Argus 1,477 Acquisition of Prime Research 57,465 Other goodwill (1) 1,346 Effects of foreign currency (15,144 ) Balance as of September 30, 2018 $ 1,179,597 (1) |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets consisted of the following at September 30, 2018 and December 31, 2017: September 30, 2018 (in thousands) Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Carrying Amount Trade names and brand $ 372,010 $ (5,172 ) $ (106,300 ) $ 260,538 Customer relationships 321,862 (16,476 ) (194,980 ) 110,406 Purchased technology 145,951 (6,620 ) (103,760 ) 35,571 Balances at September 30, 2018 $ 839,823 $ (28,268 ) $ (405,040 ) $ 406,515 December 31, 2017 (in thousands) Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Carrying Amount 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 September 30, 2018 Years Trade names and brand 12.0 Customer relationships 6.6 Purchased technology 3.5 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets at September 30, 2018 is as follows: (in thousands) Remainder of 2018 $ 26,320 2019 86,067 2020 63,196 2021 51,704 2022 38,536 Thereafter 140,692 $ 406,515 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following at September 30, 2018 and December 31, 2017: September 30, 2018 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,251 $ 1,248,591 $ 1,261,842 Unamortized debt discount and issuance costs — (42,278 ) (42,278 ) Balances at September 30, 2018 $ 13,251 $ 1,206,313 $ 1,219,564 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 September 30, 2018 are as follows: (in thousands) Remainder of 2018 $ 3,313 2019 13,251 2020 13,251 2021 13,251 2022 13,251 Thereafter 1,205,525 $ 1,261,842 |
Stockholders' Equity and Equi_2
Stockholders' Equity and Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of equity based compensation by department | Equity-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2018 2017 2018 2017 Cost of revenue $ 151 $ 84 $ 376 $ 225 Selling and marketing 192 65 416 175 Research and development 171 70 392 249 General and administrative 989 799 2,529 2,295 Total equity-based compensation expense $ 1,503 $ 1,018 $ 3,713 $ 2,944 |
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: Nine Months Ended September 30, 2018 Stock price volatility 38 - 50 % Expected term (years) 6.3 Risk-free interest rate 2.01 - 2.89 % Dividend yield 0 % |
Share-based Compensation, Stock Options, Activity | A summary of employee stock option activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Contractual Term (Years) Aggregate Intrinsic Value (thousands) Options outstanding as of December 31, 2017 691,500 $ 12.78 9.7 Granted 2,130,000 15.05 — Exercised — — — Forfeited (139,500 ) 12.78 — Options outstanding as of September 30, 2018 2,682,000 $ 14.58 9.6 $ 5,946 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock units activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below: Number of Shares Underlying Stock Awards Weighted- Average Grant Date Fair Value Restricted stock units outstanding as of December 31, 2017 34,945 $ 12.40 Granted 466,220 — Vested (375 ) — Forfeited (21,500 ) — Restricted stock units outstanding as of September 30, 2018 479,290 $ 15.20 |
Net Loss Per share (Tables)
Net Loss Per share (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, (in thousands, except share and per share data) 2018 2017 Numerator: Net loss $ (6,048 ) $ (46,409 ) Denominator: Weighted-average shares outstanding - basic and diluted 131,104,859 120,584,316 Net loss per share - basic and diluted $ (0.05 ) $ (0.38 ) Nine months ended September 30, (in thousands, except share and per share data) 2018 2017 Numerator: Net loss $ (12,924 ) $ (88,550 ) Denominator: Weighted-average shares outstanding - basic and diluted 127,507,314 60,120,689 Net loss per share - basic and diluted $ (0.10 ) $ (1.47 ) |
Geographic Information (Tables)
Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table lists revenue for the three and nine months ended September 30, 2018 and 2017 by geographic region: Three months ended September 30, Nine months ended September 30, (in thousands) 2018 2017 2018 2017 Revenue: Americas - U.S. $ 107,219 $ 100,125 $ 323,639 $ 306,167 Rest of Americas 15,364 12,563 47,604 38,040 EMEA 46,585 40,307 149,092 100,430 APAC 8,068 6,734 23,669 18,041 $ 177,236 $ 159,729 $ 544,004 $ 462,678 |
Long-lived Assets by Geographic Areas | The following table lists long-lived assets, net of amortization, as of September 30, 2018 and December 31, 2017 by geographic region: (in thousands) September 30, 2018 December 31, 2017 Long-lived assets, net Americas – U.S. $ 1,116,477 $ 1,141,210 Rest of Americas 134,850 145,837 EMEA 364,636 336,937 APAC 30,610 29,816 $ 1,646,573 $ 1,653,800 |
Organization (Details Textual)
Organization (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 29, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||||
Conversion of Stock, Shares Converted | 82,075,873 | ||||
Repayments of Lines of Credit | $ 0 | $ 38,475 | |||
Common Stock, Shares, Issued | 132,713,555 | 132,713,555 | 122,634,922 | ||
Class of Warrant or Right, Outstanding | 24,375,596 | ||||
Number of Shares Conversion Converted Warrant Exchange | 6,342,989 | ||||
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] | |||||
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 | 4,000,000 | ||||
Ownership Percentage Of Issued And Outstanding Shares Description | less than 50% of the issued and outstanding common stock | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock, Shares, Issued | 120,512,402 | ||||
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 | ||||
Conversion of Stock, Amount Converted | $ 4,900 | ||||
Capitol Common Stock [Member] | Capitol Trust Account [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock Conversion Price | $ 10.04 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 29, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Common Stock, Shares, Outstanding | 132,713,555 | 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 | 120,512,402 | 28,369,644 |
Business Combinations and Dis_3
Business Combinations and Dispositions (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 23, 2018 | Dec. 31, 2017 | Dec. 19, 2017 | Jun. 22, 2017 | Mar. 27, 2017 |
Goodwill | $ 1,179,597 | $ 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 Dis_4
Business Combinations and Dispositions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | $ 177,527 | $ 176,252 | $ 547,633 | $ 531,605 |
Net loss | $ (5,632) | $ (45,654) | $ (10,294) | $ (91,272) |
Net loss per share - basic and diluted | $ (0.04) | $ (0.38) | $ (0.08) | $ (1.52) |
Business Combinations and Dis_5
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 ($) | Jun. 22, 2017EUR (€) | Mar. 27, 2017USD ($)shares | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 22, 2017EUR (€) |
Proceeds from Divestiture of Businesses | $ 0 | $ 23,675 | ||||||||||||
Gain (Loss) on Disposition of Business | 0 | 1,785 | ||||||||||||
Increase (Decrease) in Accounts Receivable | (967) | (7,018) | ||||||||||||
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 | 2,900 | ||||||||||||
Goodwill, Period Increase (Decrease) | 2,000 | |||||||||||||
Argus [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 6,800 | € 6 | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,200 | € 1.1 | ||||||||||||
Increase (Decrease) in Accounts Receivable | 200 | |||||||||||||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 1,300 | |||||||||||||
Goodwill, Period Increase (Decrease) | 1,500 | |||||||||||||
CEDROM [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 25,900 | $ 33.1 | ||||||||||||
Prime [Member] | ||||||||||||||
Business Combination, Acquisition Related Costs | 2,300 | 5,400 | ||||||||||||
Business Combination, Consideration Transferred | $ 94,100 | € 75.7 | ||||||||||||
Payments to Acquire Businesses, Gross | $ 65,400 | € 53.1 | ||||||||||||
Business Combination Purchase Price Arrangements and Acquired, Description | The purchase price was approximately €75.7 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock 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 common stock. 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 purchase price was approximately €75.7 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock 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 common stock. 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 | 38,800 | ||||||||||||
Bulletin Intelligence, Argus, CEDROM and Prime [Member] | ||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 32,000 | $ 16,600 | $ 98,200 | $ 25,500 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018USD ($) | ||
Beginning Balance | $ 1,136,403 | |
Other goodwill | 1,346 | [1] |
Effects of foreign currency | (15,144) | |
Ending Balance | 1,179,597 | |
Bulletin Intelligence [Member] | ||
Measurement period adjustment of Bulletin Intelligence | (1,950) | |
Prime Research [Member] | ||
Acquisition of Prime Research | 57,465 | |
Argus [Member] | ||
Measurement period adjustment of Bulletin Intelligence | $ 1,477 | |
[1] | Not significant to the Company’s reported operating results or financial position. |
Goodwill and Intangibles (Det_2
Goodwill and Intangibles (Details 1) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Gross Carrying Amount | $ 839,823 | $ 806,274 |
Foreign Currency Translation | (28,268) | (19,267) |
Accumulated Amortization | (405,040) | (330,716) |
Net Carrying Amount | 406,515 | 456,291 |
Trade names and brand [Member] | ||
Gross Carrying Amount | 372,010 | 370,435 |
Foreign Currency Translation | (5,172) | (1,519) |
Accumulated Amortization | (106,300) | (75,273) |
Net Carrying Amount | 260,538 | 293,643 |
Customer relationships [Member] | ||
Gross Carrying Amount | 321,862 | 302,009 |
Foreign Currency Translation | (16,476) | (12,472) |
Accumulated Amortization | (194,980) | (168,460) |
Net Carrying Amount | 110,406 | 121,077 |
Purchased technology [Member] | ||
Gross Carrying Amount | 145,951 | 133,830 |
Foreign Currency Translation | (6,620) | (5,276) |
Accumulated Amortization | (103,760) | (86,983) |
Net Carrying Amount | $ 35,571 | $ 41,571 |
Goodwill and Intangibles (Det_3
Goodwill and Intangibles (Details 2) | 9 Months Ended |
Sep. 30, 2018 | |
Trade Names [Member] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 6 years 7 months 6 days |
Purchased technology [Member] | |
Finite-Lived Intangible Asset, Useful Life | 3 years 6 months |
Goodwill and Intangibles (Det_4
Goodwill and Intangibles (Details 3) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Remainder of 2018 | $ 26,320 | |
2,019 | 86,067 | |
2,020 | 63,196 | |
2,021 | 51,704 | |
2,022 | 38,536 | |
Thereafter | 140,692 | |
Total | $ 406,515 | $ 456,291 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Unamortized debt discount and issuance costs, Short Term | $ 0 | $ 0 |
Balances, Short Term | 13,251 | 13,349 |
Unamortized debt discount and issuance costs, Long Term | (42,278) | (52,141) |
Balances, Long Term | 1,206,313 | 1,266,121 |
Unamortized debt discount and issuance costs, Total | (42,278) | (52,141) |
Balances, Total | 1,219,564 | 1,279,470 |
2017 First Lien Credit Facility [Member] | ||
Short Term | 13,251 | 13,349 |
Long Term | 1,248,591 | 1,318,262 |
Total | $ 1,261,842 | $ 1,331,611 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Sep. 30, 2018USD ($) |
Remainder of 2018 | $ 3,313 |
2,019 | 13,251 |
2,020 | 13,251 |
2,021 | 13,251 |
2,022 | 13,251 |
Thereafter | 1,205,525 |
Long-term Debt, Gross | $ 1,261,842 |
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 (€) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Aug. 04, 2017EUR (€) |
Deferred Financing Costs Paid | $ 2,000 | |||||||||
Gain (Loss) on Extinguishment of Debt | 2,400 | $ 0 | $ (51,872) | $ (2,432) | $ (51,872) | |||||
Line of Credit Facility, Increase (Decrease), Net | $ 100 | |||||||||
Repayments of Lines of Credit | 0 | $ 38,475 | ||||||||
2017 First Lien Credit Facility [Member] | ||||||||||
Line of Credit | $ 1,331,611 | 1,261,842 | 1,261,842 | |||||||
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 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 margins on the term loans under the 2017 First Lien Credit Facility 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 | 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 common stock (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 common stock or similar equity interests. | |||||||||
Repayments of Lines of Credit | 50,000 | |||||||||
2017 First Lien Credit Facility [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||
Lines of Credit, Fair Value Disclosure | 1,347,300 | 1,268,500 | 1,268,500 | |||||||
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.a.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 | |||||||||
Line of Credit | $ 1,500 | $ 1,500 | ||||||||
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.a.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 | 5.64% | 5.64% | ||||||||
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% | 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 | |||||||||
Write off of Deferred Debt Issuance Cost | $ 1,900 |
Stockholders' Equity and Equi_3
Stockholders' Equity and Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation | $ 1,503 | $ 1,018 | $ 3,713 | $ 2,944 |
Cost of revenue [Member] | ||||
Share-based Compensation | 151 | 84 | 376 | 225 |
Selling and marketing [Member] | ||||
Share-based Compensation | 192 | 65 | 416 | 175 |
Research and development [Member] | ||||
Share-based Compensation | 171 | 70 | 392 | 249 |
General and administrative [Member] | ||||
Share-based Compensation | $ 989 | $ 799 | $ 2,529 | $ 2,295 |
Stockholders' Equity and Equi_4
Stockholders' Equity and Equity-Based Compensation (Details 1) | 9 Months Ended |
Sep. 30, 2018 | |
Expected term (years) | 6 years 3 months 18 days |
Dividend yield | 0.00% |
Minimum [Member] | |
Stock price volatility | 38.00% |
Risk-free interest rate | 2.01% |
Maximum [Member] | |
Stock price volatility | 50.00% |
Risk-free interest rate | 2.89% |
Stockholders' Equity and Equi_5
Stockholders' Equity and Equity-Based Compensation (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Options outstanding, Beginning Balance | 691,500 | |
Number of Options Granted | 2,130,000 | |
Number of Options Exercised | 0 | |
Number of Options Forfeited | (139,500) | |
Number of Options outstanding, Ending Balance | 2,682,000 | 691,500 |
Weighted-Average Exercise Price per Share Options outstanding, Beginning Balance | $ 12.78 | |
Weighted-Average Exercise Price per Share Granted | 15.05 | |
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 | $ 14.58 | $ 12.78 |
Weighted-Average Contractual Term Options outstanding | 9 years 7 months 6 days | 9 years 8 months 12 days |
Aggregate Intrinsic Value Options outstanding, Ending Balance | $ 5,946 |
Stockholders' Equity and Equi_6
Stockholders' Equity and Equity-Based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 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 | 466,220 |
Number of Shares Underlying Stock Awards Vested | shares | (375) |
Number of Shares Underlying Stock Awards Forfeited | shares | (21,500) |
Number of Shares Underlying Stock Awards Restricted stock units outstanding, Ending Balance | shares | 479,290 |
Weighted-Average Grant Date Fair Value Restricted stock units outstanding, Beginning Balance | $ / shares | $ 12.40 |
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 | $ 15.20 |
Stockholders' Equity and Equi_7
Stockholders' Equity and Equity-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 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 | $ 16.2 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Performancebased Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |
Performance based Restricted Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Omnibus Incentive Plan 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,100,000 |
Net Loss Per share (Details)
Net Loss Per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net loss | $ (6,048) | $ (46,409) | $ (12,924) | $ (88,550) |
Denominator: | ||||
Weighted-average shares outstanding - basic and diluted | 131,104,859 | 120,584,316 | 127,507,314 | 60,120,689 |
Net loss per share - basic and diluted | $ (0.05) | $ (0.38) | $ (0.10) | $ (1.47) |
Net Loss Per share (Details Tex
Net Loss Per share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Number of Shares Conversion Converted Warrant Exchange | 6,342,989 | ||
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 281,019 | 281,019 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Noncash Income Tax Expense Benefit From Continuing Operations | $ 11,900 | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 24.00% | |||||
Income Tax Expense (Benefit) | $ 3,070 | $ (13,653) | $ 10,016 | $ (27,938) | ||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 100 | |||||
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 500 | |||||
SAB 118 Provisional [Member] | ||||||
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | $ 500 | |||||
Scenario, Plan [Member] | ||||||
Effective Income Tax Rate Reconciliation, Percent | 81.27% |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Operating Lease [Line Items] | |||||
Operating Leases, Rent Expense | $ 4.9 | $ 4.3 | $ 14 | $ 10.9 | |
Other Liabilities [Member] | |||||
Operating Lease [Line Items] | |||||
Deferred Rent Credit | $ 12.4 | $ 12.4 | $ 10.2 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | $ 177,236 | $ 159,729 | $ 544,004 | $ 462,678 |
Americas - U.S. [Member] | ||||
Revenue | 107,219 | 100,125 | 323,639 | 306,167 |
Rest of Americas[Member] | ||||
Revenue | 15,364 | 12,563 | 47,604 | 38,040 |
EMEA [Member] | ||||
Revenue | 46,585 | 40,307 | 149,092 | 100,430 |
APAC [Member] | ||||
Revenue | $ 8,068 | $ 6,734 | $ 23,669 | $ 18,041 |
Geographic Information (Detai_2
Geographic Information (Details 1) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Long-lived assets, net | $ 1,646,573 | $ 1,653,800 |
Americas - U.S. [Member] | ||
Long-lived assets, net | 1,116,477 | 1,141,210 |
Rest of Americas[Member] | ||
Long-lived assets, net | 134,850 | 145,837 |
EMEA [Member] | ||
Long-lived assets, net | 364,636 | 336,937 |
APAC [Member] | ||
Long-lived assets, net | $ 30,610 | $ 29,816 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] | 1 Months Ended |
Oct. 22, 2018 | |
2017 First Lien Credit Facility [Member] | Base Rate [Member] | |
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% |
2017 First Lien Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% |
2017 First Lien Credit Facility [Member] | EURIBOR rate [Member] | |
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% |
2017 Revolving Credit Facility [Member] | Base Rate [Member] | |
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% |
2017 Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% |
2017 Revolving Credit Facility [Member] | EURIBOR rate [Member] | |
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% |