Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 26, 2019 | Jun. 29, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CISION LTD. | ||
Entity Central Index Key | 1,701,040 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 823,829,841 | ||
Trading Symbol | CISN | ||
Entity Common Stock, Shares Outstanding | 148,308,102 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 104,769 | $ 148,654 |
Accounts receivable, net | 120,882 | 113,008 |
Prepaid expenses and other current assets | 22,824 | 19,896 |
Total current assets | 248,475 | 281,558 |
Property and equipment, net | 57,210 | 53,578 |
Other intangible assets, net | 377,146 | 456,291 |
Goodwill | 1,171,859 | 1,136,403 |
Deferred tax asset | 4,034 | 0 |
Other assets | 7,652 | 7,528 |
Total assets | 1,866,376 | 1,935,358 |
Current liabilities: | ||
Current portion of long-term debt | 13,210 | 13,349 |
Accounts payable | 15,603 | 13,327 |
Accrued compensation and benefits | 29,323 | 25,873 |
Other accrued expenses | 82,507 | 73,483 |
Current portion of deferred revenue | 139,725 | 140,351 |
Total current liabilities | 280,368 | 266,383 |
Long-term debt, net of current portion | 1,205,760 | 1,266,121 |
Deferred revenue, net of current portion | 1,098 | 1,412 |
Deferred tax liability | 69,232 | 62,617 |
Other liabilities | 21,601 | 22,456 |
Total liabilities | 1,578,059 | 1,618,989 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding at December 31, 2018 and 2017 | 0 | 0 |
Common stock, $0.0001 par value, 480,000,000 shares authorized; 132,716,541 and 122,634,922 shares issued and outstanding at December 31, 2018 and 2017, respectively | 13 | 12 |
Additional paid-in capital | 797,222 | 771,813 |
Accumulated other comprehensive loss | (68,941) | (35,111) |
Accumulated deficit | (439,977) | (420,345) |
Total stockholders' equity | 288,317 | 316,369 |
Total liabilities and stockholders' equity | $ 1,866,376 | $ 1,935,358 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 480,000,000 | 480,000,000 |
Common Stock, Shares, Issued | 132,716,541 | 122,634,922 |
Common Stock, Shares, Outstanding | 132,716,541 | 122,634,922 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 730,373 | $ 631,637 | $ 467,772 |
Cost of revenue | 266,792 | 200,836 | 162,583 |
Gross profit | 463,581 | 430,801 | 305,189 |
Operating costs and expenses: | |||
Sales and marketing | 116,095 | 114,750 | 92,594 |
Research and development | 29,995 | 22,102 | 19,445 |
General and administrative | 167,060 | 166,759 | 135,737 |
Amortization of intangible assets | 80,815 | 89,159 | 77,058 |
Total operating costs and expenses | 393,965 | 392,770 | 324,834 |
Operating income (loss) | 69,616 | 38,031 | (19,645) |
Non operating income (expense): | |||
Foreign exchange gains (losses) | 13,290 | (5,458) | 6,299 |
Interest and other income (expense), net | (117) | 2,132 | 831 |
Interest expense | (78,014) | (116,466) | (117,997) |
Loss on extinguishment of debt | (9,424) | (51,872) | (23,591) |
Total non operating expense | (74,265) | (171,664) | (134,458) |
Loss before income taxes | (4,649) | (133,633) | (154,103) |
Provision for (benefit from) income taxes | 19,745 | (10,591) | (55,691) |
Net loss | (24,394) | (123,042) | (98,412) |
Other comprehensive income (loss) - foreign currency translation adjustments | (32,844) | 38,791 | (58,929) |
Comprehensive loss | $ (57,238) | $ (84,251) | $ (157,341) |
Net loss per share: | |||
Basic and diluted | $ (0.19) | $ (1.63) | $ (3.47) |
Weighted-average shares outstanding amounts: | |||
Basic and diluted | 128,819,858 | 75,696,880 | 28,369,644 |
Consolidated Statements of Mand
Consolidated Statements of Mandatorily Redeemable Equity and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Mandatorily Redeemable Equity [Member] | Share Capital | Additional Paid-in Capital | Noncontrolling Interest [Member] | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at Dec. 31, 2015 | $ (206,677) | $ 649 | $ 3 | $ 6,198 | $ 0 | $ (14,973) | $ (197,905) |
Balance (Shares) at Dec. 31, 2015 | 5,505,136 | 28,369,644 | |||||
Accretion of Class A-1 shares to redemption value | (52) | $ 52 | $ 0 | (52) | 0 | 0 | 0 |
Non cash capital contribution to Cision Owner (net) | (986) | 0 | 0 | 0 | 0 | 0 | (986) |
Equity-based compensation expense | 5,302 | 0 | 0 | 5,302 | 0 | 0 | 0 |
Net loss | (98,412) | 0 | 0 | 0 | 0 | 0 | (98,412) |
Foreign currency translation adjustments | (58,929) | 0 | 0 | 0 | 0 | (58,929) | 0 |
Balance at Dec. 31, 2016 | (359,754) | $ 701 | $ 3 | 11,488 | 0 | (73,902) | (297,303) |
Balance (Shares) at Dec. 31, 2016 | 5,505,136 | 28,369,644 | |||||
Non-cash capital contribution from Cision Owner | 451,139 | $ (714) | $ 0 | 451,139 | 0 | 0 | 0 |
Non-cash capital contribution from Cision Owner (in shares) | (5,505,136) | 0 | |||||
Accretion of Class A-1 shares to redemption value | (13) | $ 13 | $ 0 | (13) | 0 | 0 | 0 |
Merger and recapitalization | 305,110 | $ 0 | $ 9 | 305,101 | 0 | 0 | 0 |
Merger and recapitalization (in shares) | 0 | 92,142,758 | |||||
Issuance of holdback and earn-out shares | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Issuance of holdback and earn-out shares (in shares) | 0 | 2,122,520 | |||||
Equity-based compensation expense | 4,138 | $ 0 | $ 0 | 4,138 | 0 | 0 | 0 |
Net loss | (123,042) | 0 | 0 | 0 | 0 | 0 | (123,042) |
Foreign currency translation adjustments | 38,791 | 0 | 0 | 0 | 0 | 38,791 | 0 |
Balance at Dec. 31, 2017 | 316,369 | $ 0 | $ 12 | 771,813 | 0 | (35,111) | (420,345) |
Balance (Shares) at Dec. 31, 2017 | 0 | 122,634,922 | |||||
Adoption of new accounting standards | Adjustments for New Accounting Principle, Early Adoption [Member] | 3,776 | $ 0 | $ 0 | 0 | 0 | (986) | 4,762 |
Issuance of shares for acquisition | 20,143 | $ 0 | $ 0 | 20,143 | 0 | 0 | 0 |
Issuance of shares for acquisition (in shares) | 0 | 1,735,269 | |||||
Vesting of restricted stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Vesting of restricted stock units (in shares) | 0 | 3,361 | |||||
Conversion of warrants to common stock | 0 | $ 0 | $ 1 | (1) | 0 | 0 | 0 |
Conversion of warrants to common stock (in shares) | 0 | 6,342,989 | |||||
Issuance of earn-out shares | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Issuance of earn-out shares (in shares) | 0 | 2,000,000 | |||||
Equity-based compensation expense | 5,267 | $ 0 | $ 0 | 5,267 | 0 | 0 | 0 |
Net loss | (24,394) | 0 | 0 | 0 | 0 | 0 | (24,394) |
Foreign currency translation adjustments | (32,844) | 0 | 0 | 0 | 0 | (32,844) | 0 |
Balance at Dec. 31, 2018 | $ 288,317 | $ 0 | $ 13 | $ 797,222 | $ 0 | $ (68,941) | $ (439,977) |
Balance (Shares) at Dec. 31, 2018 | 0 | 132,716,541 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (24,394) | $ (123,042) | $ (98,412) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 133,821 | 139,474 | 126,983 |
Non-cash interest charges and amortization of debt discount and deferred financing costs | 17,498 | 65,554 | 47,519 |
Equity-based compensation expense | 5,267 | 4,138 | 5,302 |
Provision for doubtful accounts | 4,409 | 3,493 | 2,572 |
Deferred income taxes | (105) | (23,278) | (69,115) |
Unrealized currency translation losses (gains) | (13,533) | 5,011 | (4,350) |
Gain on sale of business | 0 | (1,785) | 0 |
Other | 5,441 | (194) | (234) |
Changes in operating assets and liabilities, net of effect of acquisitions and disposals: | |||
Accounts receivable | (7,784) | (6,349) | (1,547) |
Prepaid expenses and other current assets | 1,682 | 1,579 | 4,227 |
Other assets | 742 | 737 | 4,376 |
Accounts payable | 728 | (3,831) | (807) |
Accrued compensation and benefits | 3,530 | (6,235) | 8,228 |
Other accrued expenses | (3,466) | 4,068 | (1,564) |
Deferred revenue | 1,808 | 4,887 | (7,362) |
Other liabilities | 1,484 | 4,621 | 1,557 |
Net cash provided by operating activities | 127,128 | 68,848 | 17,373 |
Cash flows from investing activities | |||
Purchases of property and equipment | (14,629) | (10,734) | (7,382) |
Software development costs | (19,804) | (14,953) | (11,738) |
Acquisitions of businesses, net of cash acquired of $2,711, $12,355 and, $9,071 | (66,463) | (78,528) | (804,194) |
Proceeds from disposal of business | 0 | 23,675 | 3,998 |
Other | (24) | 552 | (100) |
Net cash used in investing activities | (100,920) | (79,988) | (819,416) |
Cash flows from financing activities | |||
Proceeds from revolving credit facility | 0 | 5,000 | 33,475 |
Repayment of revolving credit facility | 0 | (38,475) | 0 |
Proceeds from issuance of Convertible Preferred Equity Certificates to Cision Owner | 0 | 0 | 136,025 |
Payment of amounts due to Cision Owner | 0 | (1,940) | 0 |
Proceeds from term credit facility, net of debt discount of $10,466 and $105,930 in 2017 and 2016, respectively | 0 | 1,350,259 | 1,364,070 |
Repayments of term credit facility | (63,297) | (1,497,838) | (724,930) |
Payments of capital lease obligations | 0 | (171) | (287) |
Payments of deferred financing costs | (850) | 0 | 0 |
Proceeds from merger and recapitalization | 0 | 305,110 | 0 |
Payment of contingent consideration | (2,873) | 0 | 0 |
Net cash provided by (used in) financing activities | (67,020) | 121,945 | 808,353 |
Effect of exchange rate changes on cash and cash equivalents | (3,073) | 2,714 | (1,781) |
Increase (decrease) in cash and cash equivalents | (43,885) | 113,519 | 4,529 |
Cash and cash equivalents Beginning of year | 148,654 | 35,135 | 30,606 |
Cash and cash equivalents End of year | 104,769 | 148,654 | 35,135 |
Cash paid during the year for: | |||
Interest | 69,816 | 102,400 | 94,615 |
Income taxes | 17,538 | 10,250 | 5,582 |
Supplemental non-cash information: | |||
Issuance of securities by Cision Owner in connection with acquisitions | 0 | 7,000 | 40,000 |
Non-cash contribution from Cision Owner in connection with merger | $ 0 | $ 451,139 | $ 0 |
Issuance of shares for acquisition | 20,143 | 0 | 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Acquired from Acquisition | $ 2,711 | $ 12,355 | $ 9,071 |
Debt Instrument Original Issue Discount | $ 10,466 | $ 105,930 |
Business
Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Business 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. Merger with Capitol On March 19, 2017, the Company entered into a definitive agreement (the “Merger Agreement”) with Capitol Acquisition Corp. III (NASDAQ: CLAC; “Capitol”), a public investment vehicle, whereby the parties agreed to merge, resulting in the Company becoming a publicly listed company. This merger closed on June 29, 2017 (“Merger”), which resulted in the following (the “Transactions”): Holders of 490,078 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 year ended December 31, 2018, all warrants were converted to 6,342,989 ordinary shares. 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 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 year ended December 31, 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 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. Cision Ltd., the parent company, has no independent operating activity or third-party assets and liabilities. Prior to the June 29, 2017 Transactions, earnings per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 ordinary shares. Immediately after the Transactions, 120,512,402 ordinary shares were outstanding. Subsequent to the Merger, earnings per share are calculated based on the weighted number of ordinary shares then outstanding. As part of the Transactions, the historical number of outstanding common shares of Class B-1, Class C-1 and Class V, in aggregate, has been 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. This retroactive adjustment also eliminates the need for a two-class method earnings per share calculation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, software development costs, useful lives of property, equipment and internal use software, intangible assets and goodwill, contingent liabilities, and fair value of equity-based awards and income taxes. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. Cash and Cash Equivalents and Investments The Company considers all highly liquid investments with original maturity dates of three months or less at the time of purchase to be cash equivalents. For all years reported the Company did not carry any investments with original maturity dates of longer than three months. Fair Value 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. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded net of provisions for doubtful accounts. Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to the estimated net realizable value. These estimates are made by analyzing the status of significant past-due receivables and by establishing provisions for estimated losses by analyzing current and historical bad debt trends. Actual collection experience has not varied significantly from prior estimates. The allowance for doubtful accounts at December 31, 2018 and 2017 was $8.2 million and $5.3 million, respectively. Internal Use Software Development The Company incurs software development costs related to its internal use software. Qualifying costs incurred during the application development stage are capitalized. These costs primarily consist of internal labor and third-party development costs and are amortized using the straight-line method over the estimated useful life of the software, which is generally two years. All other research and development costs are expensed as incurred. Costs to maintain and update the information database are expensed within cost of revenues as these expenses are incurred. For the years ended December 31, 2018, 2017 and 2016, the Company recorded amortization expense related to internal use software of $15.2 million, $12.4 million and $12.6 million, respectively, within cost of revenue in the statements of net loss and total comprehensive loss. Property, Equipment and Purchased Software Property, equipment and purchased software are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: three to five years for software and computer and office equipment and five to seven years for furniture and fixtures. Assets acquired under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the terms of the leases. Amortization of assets acquired under capital leases is included in depreciation and amortization expense. Repairs and maintenance costs are charged to expense as incurred. When assets are retired or otherwise disposed of, the asset and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recorded in the results of operations. Long-Lived Assets Long-lived assets include property, equipment and software and intangible assets with finite lives. Intangible assets consist of customer relationships, trade names and purchased technology acquired in business combinations. Intangible assets are amortized using the straight-line method, which approximates the pattern of usage of the economic benefit of the asset, over their estimated useful lives ranging from two to fifteen years. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. There were no impairment charges for long-lived assets for the years ended December 31, 2018, 2017 or 2016. The Company regularly revisits its estimate of useful economic lives of long-lived assets and makes adjustments to those lives where appropriate. Business Combinations The Company has completed a number of acquisitions of businesses that have resulted in the recording of goodwill and identifiable definite-lived intangible assets. The Company recognizes all of the assets acquired and liabilities assumed at their fair values on the acquisition date. The Company uses significant estimates and assumptions, including fair value estimates, as of the acquisition date using the income and cost approaches (or a combination thereof). Fair values are determined based on Level 3 inputs, including estimated future cash flows, discount rates, royalty rates, growth rates, sales projections, customer retention rates and terminal values, all of which require significant management judgment. The Company refines these estimates that are provisional, as necessary, during the measurement period. The measurement period is the period after the acquisition date, not to exceed one year, in which new information may be gathered about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized. Adjustments to assets and liabilities within the measurement period are recorded with a corresponding offset to goodwill. All other adjustments, including those after the conclusion of the measurement period, are recorded to the consolidated statements of net loss and, to date, have been immaterial. Acquisition-related costs are expensed as incurred separately from the acquisition and generally are included in general and administrative expenses in the statements of net loss and total comprehensive loss. Deferred Financing Costs and Debt Discounts The Company amortizes costs to obtain financing over the term of the underlying obligation using either the effective interest method or the straight-line method, as appropriate. Debt discounts and deferred financing costs are netted from the carrying value of the debt and amortized over the term of the debt using the effective interest method. Deferred financing fees related to the Company’s revolving debt facilities are included within other assets in the consolidated balance sheets. The amortization of deferred financing costs and debt discounts is included in interest expense in the accompanying consolidated statements of net loss and comprehensive loss. Goodwill Goodwill represents the excess of the cost of an acquired entity over the net fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather is assessed for impairment at least annually. The Company performs its annual impairment assessment on October 1, or whenever events or circumstances indicate impairment may have occurred. On October 1, 2018, 2017 and 2016, the Company performed its annual goodwill impairment assessment based on the fair value of each of the Company’s reporting units. In past years when assessing goodwill for impairment, the Company used an income approach based on discounted cash flows to determine the fair value of its reporting unit. The Company’s cash flow assumptions considered historical and forecasted revenue, operating costs and other relevant factors which were consistent with the plans used to manage the Company’s operations. In light of the evidence from 2017 and the lack of significant factors that currently exist that would change the circumstances, management has elected to perform a Step Zero test for the year ending December 31, 2018. Based on the positive qualitative analysis on each of its three reporting units as of October 1, 2018 the Company concluded that there were no significant adverse factors identified in Step Zero and so concluded it is more likely than not that each of its three reporting units’ fair values are greater than their respective carrying amounts. Foreign Currency The reporting currency for all periods presented is the U.S. dollar. The functional currency for the Company’s foreign operating subsidiaries is their local currency. The functional currency of the Company and substantially all of its non operating subsidiaries is the US dollar. The financial statements of these subsidiaries are translated into U.S. dollars using exchange rates in effect at each balance sheet date for assets and liabilities and average exchange rates during the period for revenues and expenses. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ deficit. Gains or losses, whether realized or unrealized due to transactions in foreign currencies and the remeasurement of certain intercompany balances, are included in the consolidated statements of net loss and total comprehensive loss. Defined Benefit Pension Plan Employees of CNW Group Ltd. (“CNW”) participate in a defined benefit pension plan whereby pension expense is determined based on a number of actuarial assumptions, which are reviewed on an annual basis. The defined benefit plan has been closed to new participants since 2006. The employees and accompanying pension plan were inherited with the acquisition of PRN Group (“PR Newswire”) on June 16, 2016. These actuarial assumptions include discount rate, expected rate of return on plan assets, rate of salary increases and other factors. The unfunded status of the plan is recognized as a long-term liability in the consolidated balance sheets at December 31, 2018 and 2017 and totals $3.3 million and $3.6 million at these dates, respectively. These dates are also the measurement date for the defined benefit pension plan. Investment in Unconsolidated Affiliate The Company’s investment in an unconsolidated affiliate over which the Company has significant influence was accounted for under the equity method of accounting. The investment was acquired with the PR Newswire acquisition and the purchase price of PR Newswire was allocated to the investee based on its fair value as of the acquisition date. The Company records its share of the undistributed income or loss from this investment, which, to date, have been immaterial. During the fourth quarter of 2018, the Company completed a review of the investment and determined that there was an other than temporary impairment as the current projected operating results did not support the carrying value of the Company’s investment. As such, the Company recognized an impairment charge of $1.1 million during the fourth quarter of 2018. At December 31, 2018 and 2017, the investment in unconsolidated affiliate is $3.0 million and $4.2 million, respectively, which is included within other long-term assets in the consolidated balance sheets. Comprehensive Income (Loss) Comprehensive income (loss) includes the Company’s net income (loss) and foreign currency translation adjustments. There are no other material components of comprehensive loss for the years ended December 31, 2018, 2017 and 2016. Revenue Recognition The Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: • Identification of the contract, or contracts with a customer. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of the revenue when, or as, the Company satisfies a performance obligation. The Company derives its revenue from access to its cloud based technology platform and related media management and analysis services sold on a subscription basis. Revenue is also derived from the distribution of press releases on both a subscription basis and separately from non-subscription arrangements. Dependent on the nature of the distribution contract with the customer, the Company recognizes revenue on subscription basis over the contract term of the subscription, or on a per-transaction basis when the press releases are made available to the public. Subscription services include access to the Company’s software platform and associated hosting services, content and content updates, customer support and media management and analysis services. Subscription services are recognized ratably over the contractual period that the services are delivered, beginning on the date in which such service is made available to the customer. Subscription agreements are typically one year in length and are non-cancelable, though customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Software subscription agreements do not provide customers the right to take possession of the software at any time. The Company does not charge customers an upfront fee for use of the platform and implementation activities are insignificant and not subject to a separate fee. In certain cases, the Company charges annual membership fees which are recognized ratably over the one-year membership period. The Company accounts for a contract when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified and payment terms can be identified, the contract has commercial substance and it is probable that the Company will collect substantially all of the consideration. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of the promised service to a customer. The transaction price for subscription arrangements and services is generally fixed at contract inception. The Company’s standard payment terms are generally net 30 days. For transaction-based services, which predominantly comprise press release distributions, customers are invoiced in the month the release is made available to the public. In the event that a customer arrangement contains multiple services, the Company determines whether such goods or services are distinct performance obligations that should be accounted for separately in the arrangement. When arrangements contain multiple performance obligations, further evaluation is usually not required given such performance obligations are generally recognized over time using the same measure of progress and thus, are accounted for as a single performance obligation. Otherwise, when allocating the transaction price in the arrangement, the Company uses the estimated standalone selling price of each distinct performance obligation. In order to estimate the standalone selling prices, the Company relies on the price charged for stand-alone sales, expected cost plus margin and adjusted market assessment approaches. Revenue is then recognized over the pattern of performance as each obligation is satisfied as discussed above. The transaction price for the Company’s subscription arrangements and professional services is generally fixed at contract inception. Transaction price allocated to the remaining performance obligations Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. As of the Company’s remaining performance obligations were $140.8 million, approximately 99.2% of The Company has elected the practical expedient to not disclose the transaction price allocated to remaining performance obligations that are part of a contract that has an original expected duration of one year or less. Contract Balances The difference in the opening and closing balances of the Company’s accounts receivable and deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. Accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. Deferred revenue consists of payments received from or billings to customers in advance of revenue recognition. Deferred revenue to be recognized in the succeeding twelve-month period is included in current deferred revenue with the remaining amounts included in noncurrent deferred revenue. Invoices issued in advance of the fulfillment of a deliverable or the start of the customers’ subscription term are not material. Prior to the adoption of the new revenue guidance on January 1, 2018, the Company recognized revenue when persuasive evidence of an arrangement existed, the fees were fixed or determinable, the product or service had been delivered and collectability was assured. The Company considered the terms of each arrangement to determine the appropriate accounting treatment. Sales commission expense was expensed as incurred. Sales Commissions In accordance with ASC 340-40, the Company capitalizes incremental costs incurred to obtain a contract when such costs would have not been incurred if the contract had not been obtained. The Company has elected to expense costs incurred when the amortization period would be one year or less. Initial sales commissions for subscription contracts are deferred and amortized on a straight-line basis over a period of benefit that the Company estimates to be three years. The Company determines the period of benefit by taking into consideration the average technology life and average customer life. Amortization of deferred sales commissions is included as a component of sales and marketing expenses in the Company’s consolidated statements of net loss and total comprehensive loss. As of December 31, 2018, the ending asset balance for costs to obtain a contract was $7.1 million of which $4.5 million is expected to be Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the years ended December 31, 2018, 2017 and 2016 were approximately $6.6 million, $5.9 million and $7.0 million, respectively. Equity-Based Compensation The Company recognizes equity-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally four years from the date of grant. As equity-based compensation expense recognized is based on awards ultimately expected to vest, such expense is reduced for estimated forfeitures. Compensation expense for these equity-based awards is recognized by the Company, with an equal offsetting charge to “Additional paid-in capital.” Such compensation expense is reflected in the Company’s consolidated statements of net loss and total comprehensive loss. Segments The Company has determined that its Chief Executive Officer is the Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on both a consolidated basis and on a geographic regional basis. Since its inception, the Company has completed several significant acquisitions and has expended significant efforts in integrating these acquisitions into a single commercial software solution, available to all customers in all geographies. As a result of the long-term qualitative and quantitative similar economic characteristics exhibited by the sale of a single product suite in all the Company’s regions, the Company has determined that its three regional operating segments meet the criteria to be aggregated into one reportable segment. Net Loss per Share Prior to the June 29, 2017 Transactions, net loss per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 ordinary shares. Immediately after the Transactions, 120,512,402 ordinary shares were outstanding. Subsequent to the Merger, basic net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding during the period. Diluted net loss per share equals basic loss per share due to losses incurred during the years ended December 31, 2018, 2017 and 2016. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. Customers are granted credit on an unsecured basis. Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses. The Company provides cloud-based software, distribution services and related professional services to various customers across many industries. As of December 31, 2018 and 2017, no individual customer accounted for 10% or more of net accounts receivable. For the years ended December 31, 2018, 2017 and 2016, no individual customer accounted for 10% or more of revenue. Income Taxes Income taxes are determined utilizing the asset and liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences between the respective reported amounts and tax bases of assets and liabilities, as well as for operating loss and tax-credit carryforwards. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s estimates related to liabilities for uncertain tax positions require it to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If it determines it is more likely than not that a tax position will be sustained based on its technical merits, the Company records the impact of the position in its consolidated financial statements at the largest amount that is greater than fifty percent likely of being realized upon ultimate settlement. The estimates are updated at each reporting date based on the facts, circumstances and information available. The Company is also required to assess at each reporting date whether it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next twelve months. The Company files income tax returns in the U.S. federal jurisdictions and various state and foreign jurisdictions and is subject to U.S. federal, state, and foreign tax examinations for years ranging from 2013 to 2018. On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which contains several key tax provisions that affected the Company including a reduction of the federal corporate income tax rate to 21% effective January 1, 2018, among others. The Company accounted for the tax effects in the 2017 financial statements on a provisional basis. The Company finalized the accounting for the Tax Act in the fourth quarter of 2018. Recent Accounting Pronouncements As of December 31, 2018, the Company is no longer classified as an Emerging Growth Company and has adopted new accounting standards in accordance with the effective dates set for public companies as listed below. New Accounting Pronouncements Adopted in 2018 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 accumulated deficit 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 March 2017, the FASB issued ASU 2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07) which changes the way employers that sponsor defined benefit pension and/or postretirement benefit plans reflect net periodic benefit costs in the income statement. The new standard requires a company to present the service cost component of net periodic benefit cost in the same income statement line as other employee compensation costs with the remaining components of net periodic benefit cost presented separately from the service cost component and outside of any subtotal of operating income, if one is presented. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted as of the beginning of an annual period. The Company adopted ASU 2017-07 in the fourth quarter of 2018 and it did not have an impact on the Company’s 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. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers by $5.8 million. This approach applies to all contracts as of January 1, 2018. The adjustment was the result of capitalizing commission costs contracts. The impact of the adoption of the new revenue standard on the Company’s consolidated statements of net loss and total comprehensive loss was as follows (in thousands): December 31, 2018 As Reported Balances without adoption of ASC 606 Effect of Change Operating costs and expenses: Sales and marketing $ 116,095 $ 116,394 $ (299 ) Operating income $ 69,616 $ 69,915 $ (299 ) Net loss $ (24,394 ) $ (24,095 ) $ (299 ) Comprehensive loss $ (57,238 ) $ (56,939 ) $ (299 ) The cumulative effect of the changes made to the Company’s December 31, 2018 consolidated balance sheet from the adoption of the new accounting standard was as follows (in thousands): December 31, 2018 As Repor |
Business Combinations and Dispo
Business Combinations and Dispositions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations and Dispositions | 3. Business Combinations and Dispositions Purchase of PR Newswire On June 16, 2016, the Company acquired all of the assets of PR Newswire, a global leader in public relations and investor relations communications and related services from United Business Media, plc. The Company acquired PR Newswire to enhance its content distribution capabilities related to its public relations solution offerings. During the year ended December 31, 2016, the Company incurred acquisition-related transaction costs of $22.4 million, which are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. The acquisition was accounted for under the purchase method of accounting. The operating results of PR Newswire are included in the accompanying consolidated financial statements from June 16, 2016. The purchase price was $842.8 million and consisted of $813.3 million in cash and the issuance of $40.0 million of Class A LP Units of Cision Owner to the seller. CPECs of $40.0 million with a fair value of $29.5 million were issued by the Company to Cision Owner to record the transaction in these financial statements. The CPECs were immediately accreted to the carrying value following the issuance. The PR Newswire purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The identifiable intangible assets include the value of the PR Newswire brand, customer relationships and purchased technology and are being amortized over five to seven years on an accelerated basis. The excess of the purchase price over the net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. The Company recognized a deferred tax asset in the amount of $16.7 million relating to acquired net operating losses and disallowed interest carry forwards and established a deferred tax liability of $150.4 million relating to the step up in basis of identifiable intangibles. The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities acquired of PR Newswire on June 16, 2016: (in thousands) Cash and cash equivalents $ 9,071 Accounts receivable, net 42,869 Prepaid and other current assets 18,430 Property, equipment and software, net 18,917 Investment in unconsolidated affiliate 5,376 Brand 349,120 Customer relationships 48,820 Purchased technology 25,940 Goodwill 537,218 Total assets acquired 1,055,761 Accounts payable and accrued liabilities (41,961 ) Deferred revenue (37,310 ) Deferred taxes (133,725 ) Total liabilities assumed (212,996 ) Net assets acquired $ 842,765 During the year ended December 31, 2017, the Company made certain measurement period adjustments to the initial purchase price allocation resulting in an increase to deferred revenue of $3.3 million, a decrease in accounts payable and accrued liabilities of $2.6 million, and an increase in goodwill of $0.7 million. Sale of Agility Net Assets In July 2016, the Company sold the net assets of its Agility PR workflow business for approximately $4.3 million. The transaction reduced goodwill by $2.0 million resulting in no gain or loss on the income statement. The assets of Agility have not been separately disclosed as held for sale in the acquisition balance sheet presented above due to immateriality. The PR Newswire acquired entity contributed revenue of $165.1 million for the year ended December 31, 2016. Net loss from these acquisitions is impracticable to determine due to the extent of integration activities. For all acquisitions made since Inception, the excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated acquisitions as well as the value of the assembled workforce in accordance with generally accepted accounting principles. The Company did not record any in-process research and development intangible assets in connection with any acquisition to date. The purchase price allocation is complete for all acquisitions made since Inception and measurement period adjustments have not been material. Sale of Vintage Net Assets On March 10, 2017, the Company sold substantially all of the assets of its Vintage corporate filings business for approximately $26.6 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 year ended December 31, 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. For the years ending December 31, 2018 and 2017, changes in the fair value of contingent consideration were $4.3 million and $0.4 million, respectively. 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. As of December 31, 2018, a contingent consideration liability of $8.0 $1.8 The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. 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 year ended December 31, 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 is 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 year ended December 31, 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 completed the purchase price allocation as of June 30, 2018. (in thousands) Cash and cash equivalents $ 2,394 Accounts receivable, net 2,955 Prepaid and other assets 1,749 Property, equipment and software, net 1,256 Trade name 1,061 Customer relationships 3,517 Purchased technology 7,765 Goodwill 16,642 Total assets acquired 37,339 Accounts payable, accrued liabilities, and other liabilities (4,288 ) Deferred revenue (3,709 ) Deferred taxes (3,412 ) Total liabilities assumed (11,409 ) Net assets acquired $ 25,930 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 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. During the year ended December 31, 2018, the Company made certain immaterial measurement period adjustments to the initial purchase price allocation. Purchase of Prime On January 23, 2018, the Company completed its acquisition of PRIME Research (“Prime”). The purchase price was approximately € 75.7 94.1 53.1 65.4 700 Total acquisition costs related to the Prime acquisition were $2.3 million and $ 3.1 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 will complete the purchase price allocation in Q1 2019. (in thousands) Cash and cash equivalents $ 2,711 Accounts receivable, net 8,186 Prepaid and other assets 1,320 Property, equipment and software, net 1,207 Trade name 1,436 Customer relationships 17,903 Purchased technology 9,881 Goodwill 57,465 Total assets acquired 100,109 Accounts payable, accrued liabilities, and other liabilities (5,627 ) Deferred revenue (426 ) Total liabilities assumed (6,053 ) Net assets acquired $ 94,056 During the year ended December 31, 2018, the Company made certain measurement period adjustments to the initial purchase price allocation resulting in an increase to deferred tax liability of $2.4 Approximately $39.6 million of goodwill is deductible for tax purposes pending any further 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 year ended December 31, 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 entity of Prime contributed revenue of $46.2 million for the year ended December 31, 2018. The acquired entities of Bulletin Intelligence, Argus, and CEDROM together contributed revenue of $44.8 million for the year ended December 31, 2017. The PR Newswire related activities contributed revenue of $165.1 million for the year ended December 31, 2016. 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 presented below show the impact of the acquisitions. (in thousands except share and per share data) 2018 2017 2016 Revenue $ 734,002 $ 717,231 $ 703,198 Net loss $ (22,001 ) $ (125,847 ) $ (83,228 ) Net loss per share - basic and diluted $ (0.17 ) $ (1.66 ) $ (2.93 ) |
Property, Equipment and Purchas
Property, Equipment and Purchased Software | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Purchased Software | 4. Property, Equipment and Purchased Software Property, equipment and software consisted of the following at December 31, 2018 and 2017: (in thousands) 2018 2017 Purchased software, computer and office equipment $ 28,577 $ 41,053 Furniture and fixtures 4,061 4,992 Leasehold improvements 24,089 25,983 Equipment under capital lease obligations 689 1,059 Capitalized software development costs 64,752 57,617 Property and equipment at cost 122,168 130,704 Less: Accumulated depreciation and amortization (64,958 ) (77,126 ) Property and equipment, net $ 57,210 $ 53,578 Depreciation and amortization expense of property equipment and software, including depreciation on equipment under capital leases, was $29.7 million, $25.7 million and $25.0 million for the years ended December 31, 2018, 2017 and 2016, respectively. Of this amount, $19.1 million, $15.2 million and $15.7 million is included in cost of revenue for the years ended December 31, 2018, 2017 and 2016, respectively, and $10.6 million, $10.5 million and $9.3 million is included in operating expense for the years ended December 31, 2018, 2017 and 2016, respectively. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 5. Goodwill and Intangibles Goodwill consisted of the following at December 31, 2018 and 2017: (in thousands) 2018 2017 Balances as of January 1 $ 1,136,403 $ 1,079,518 Acquisition of Prime 57,465 - Purchase price allocation adjustments 1,688 2,147 Other Goodwill (1) 1,346 - Disposal of Vintage - (14,662 ) Acquisition of Bulletin Intelligence - 19,520 Acquisition of Argus - 5,092 Acquisition of CEDROM - 16,642 Effects of foreign currency (25,043 ) 28,146 Balances as of December 31 $ 1,171,859 $ 1,136,403 (1) Not significant to the Company’s reported operating results or financial position. Definite-lived intangible assets consisted of the following at December 31, 2018 and 2017: December 31, 2018 (in thousands) Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Carrying Amount Trade names and brand $ 372,010 $ (8,143 ) $ (115,954 ) $ 247,913 Customer relationships 321,862 (18,967 ) (203,031 ) 99,864 Purchased technology 145,951 (7,408 ) (109,174 ) 29,369 Balances at December 31, 2018 $ 839,823 $ (34,518 ) $ (428,159 ) $ 377,146 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 Expense related to amortization of intangible assets for the years ended December 31, 2018, 2017 and 2016 was $104.1 million, $113.8 million and $102.0 million, respectively. Of this amount, $23.3 million, $24.6 million and $24.9 million is included in cost of revenue for the years ended December 31, 2018, 2017 and 2016, respectively, and $80.8 million, $89.2 million and $77.1 million is included in general and administrative expense for the years ended December 31, 2018, 2017 and Weighted-average remaining useful lives at December 31, 2018 Years Trade names and brand 11.8 Customer relationships 6.5 Purchased technology 3.4 Future expected amortization of intangible assets at December 31, 2018 is as follows: (in thousands) Year ended December 31, 2019 $ 85,445 2020 62,675 2021 51,277 2022 38,218 2023 28,369 Thereafter 111,162 $ 377,146 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Debt consisted of the following at December 31, 2018 and 2017: December 31, 2018 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,210 $ 1,241,253 $ 1,254,463 Unamortized debt discount and issuance costs - (35,493 ) (35,493 ) Balances at December 31, 2018 $ 13,210 $ 1,205,760 $ 1,218,970 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. On December 28, 2018, the Company entered into an Incremental Facility Amendment to revolving credit facility by $25.0 million. The Company used the money for its January 2019 acquisitions. On February 8, 2018, the Company completed its repricing of 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 0.75 The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 0.75 0.75 0.50 2.0 0.1 2.4 On October 22, 2018, the Company completed another 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%. 2.3 0.3 7.0 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 The margin applicable to loans under the 2017 Revolving Credit Facility bearing interest at the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 3.00%, 4.00%, and 4.00% respectively; provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. As of December 31, 2018, the Company had no outstanding borrowings and $ 1.5 1,254.5 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 year ended December 31, 2018, the Company made $50.0 million in voluntary prepayments and as a result recorded $1.9 million in accelerated amortization 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 20.0 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 December 31, 2018 and 2017 was $ 1,210.5 1,347.3 Convertible Preferred Equity Certificates Convertible Preferred Equity Certificate activity for the years ended December 31, 2017 and 2016 is as follows: (in thousands) Balance at December 31, 2015 264,497 Issued during 2016 165,525 Yield accreted for 2016 13,934 Yield paid in 2016 (854 ) Balance at December 31, 2016 443,102 Issued during 2017 6,902 Yield accreted for 2017 3,978 Yield paid in 2017 (3,557 ) Converted to equity upon merger with Capitol (450,425 ) Balance at December 31, 2017 $ - During the year ended December 31, 2016, CPECs with a contractual redemption value of $40.0 million were issued to Cision Owner in connection with the acquisition of PR Newswire, in exchange for the contribution by Cision Owner to the Company of a pro rata share of net assets in PR Newswire valued at $29.5 million. As the CPECs were contractually puttable by Cision Owner for cash at any time at their redemption value, the Company recorded an immediate non-cash accretion expense of $10.5 million. CPEC’s were contributed as equity simultaneously with the closing of the Merger on June 29, 2017. Note Purchase Agreement In January 2015, the Company entered into a $35.0 million note purchase agreement (the “Note Purchase Agreement”) with a commercial lender. The Note Purchase Agreement was paid in full in connection with the acquisition of PR Newswire in June 2016. Interest was charged on borrowings under the Note Purchase Agreement at a rate of 11.75% per annum. Interest was due quarterly and paid with additional notes (“PIK Interest”). The outstanding balance of the Note Purchase agreement including the PIK Interest was $39.1 million as of December 31, 2015. The Company incurred approximately $1.1 million in financing costs in connection with the Note Purchase Agreement, which were offset against the debt. In addition, the Company incurred approximately $0.6 million in other issuance costs, which were included as other assets on the accompanying consolidated balance sheet. All financing costs were amortized to interest expense over the term of the Note Purchase Agreement during the years ended December 31, 2015 and December 31, 2016. This Note was paid off in connection with the 2016 Credit Agreement. Total amounts repaid were approximately $41.2 million. Future Minimum Principal Payments Future minimum principal payments of debt as of December 31, 2018 are as follows: (in thousands) Year ended December 31, 2019 $ 13,210 2020 13,210 2021 13,210 2022 13,210 2023 13,210 Thereafter 1,188,413 $ 1,254,463 Interest expense for the years ended December 31, 2018, 2017 and 2016 was as follows: (in thousands) 2018 2017 2016 First Lien Credit Facility $ 64,805 $ 74,833 $ 56,352 Second Lien Credit Facility - 20,857 29,408 Revolving Credit Facility - 1,397 1,198 Accretion of debt discount and deferred financing costs 11,951 14,275 13,445 Note Purchase Agreement - - 2,170 Accretion of Convertible Preferred Equity Certificates due to Cision Owner - 1,838 10,500 Yield on Convertible Preferred Equity Certificates due to Cision Owner - 2,140 3,433 Commitment fees and other 1,258 1,126 1,491 Total interest expense $ 78,014 $ 116,466 $ 117,997 |
Stockholders' Equity and Equity
Stockholders' Equity and Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity and Equity-Based Compensation | 7. Stockholders’ Equity and Equity-Based Compensation Preferred Stock The Company is authorized to issue 20,000,000 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 December 31, 2018 and 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. Equity-based compensation is classified in the consolidated statements of operations in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows for the years ended December 31, 2018, 2017, and 2016: (in thousands) 2018 2017 2016 Cost of revenue $ 494 $ 337 $ 277 Selling and marketing 598 280 255 R&D 584 319 551 G&A 3,591 3,202 4,219 Total equity based compensation expense $ 5,267 $ 4,138 $ 5,302 Prior to the Merger, Cision Owner issued equity units to employees for compensation purposes pursuant to the terms of its limited partnership agreement. Equity-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 with the same vesting schedule. 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 are made pursuant to the Company’s 2017 Omnibus Incentive Plan described below. The 2017 Omnibus Incentive Plan In connection with the Transactions, the Company adopted the 2017 Omnibus Incentive Plan (the “2017 Plan”) in June 2017. The 2017 Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2017 Plan. The 2017 Plan 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 for the year ended December 31, 2018: 2018 Stock price volatility 38 50 % Expected term (years) 6.3 Risk-free interest rate 2.34 2.89 % Dividend yield 0 % A summary of employee stock option activity for the year ended December 31, 2018 under the Company’s 2017 Plan is presented below: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding as of December 31, 2016 - $ - - $ - Granted 691,500 12.78 - Exercised - - - Forfeited - - - Options outstanding as of December 31, 2017 691,500 $ 12.78 9.7 $ - Granted 2,130,000 15.05 - Exercised - - - Forfeited (709,000 ) 14.68 - Options outstanding as of December 31, 2018 2,112,500 $ 14.43 9.3 $ - Options vested as of December 31, 2018 138,000 $ 12.78 8.7 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the quoted closing price of the Company’s common stock as of December 31, 2018. A summary of restricted stock units activity for the year ended December 31, 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, 2016 - $ - Granted 34,945 12.40 Vested - - Forfeited - - Restricted stock units outstanding as of December 31, 2017 34,945 $ 12.40 Granted 472,560 15.29 Vested (3,361 ) 11.80 Forfeited (177,750 ) 14.79 Restricted stock units outstanding as of December 31, 2018 326,394 $ 15.28 As of December 31, 2018, the Company had $13.5 million of unrecognized compensation expense related to the unvested portion of outstanding stock options and restricted stock units expected to be recognized on a pro-rata straight-line basis over the weighted-average remaining service period of 3.6 years. Employee Stock Purchase Plan As of December 17, 2018, the Company commenced an Employee Stock Purchase Plan (“ESPP”) to allow eligible employees to have up to 10 percent of their annualized base salary withheld and used to purchase Class A common stock, subject to a maximum of $5,000 worth of stock purchased in a calendar year. The price per share of the Stock sold to Participants hereunder shall be the product of ninety percent (90%) multiplied by the lower of: (i) the Fair Market Value of such share of Stock on the Entry Date of the Option Period in which the Employee elects to become a Participant; and (ii) the Fair Market Value of such share on the Exercise Date with respect to such Option Period; provided, however, that in no event shall the Option Price per share be less than the par value of the Stock. The adoption of the ESPP did not have a material impact on |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure | 8. Employee Benefit Plans The Company sponsors defined-contribution, profit-sharing and other benefit plans in the United States, Canada, the United Kingdom and France. Total expense for defined contribution plans for the years ended December 31, 2018, 2017 and 2016 were approximately $6.0 million, $6.2 million and $4.4 million, respectively. CNW Retirement Plans Employees of CNW participate in a defined benefit pension plan component. The defined benefit plan has been closed to new participants since 2006. In addition, CNW maintains a non-registered defined benefit pension plan for a former executive, which provides benefits in excess of those payable from the registered defined benefit plan. The actuarial cost method used for the valuation of the defined benefit post-employment benefits is the present value of the benefits expected to be paid. CNW's contributions to defined contribution plans are expensed as incurred. The net periodic pension expense recognized for CNW’s defined benefit plan for the year ended December 31, 2018 and 2017 was $0.5 million and $0.7 million, respectively. Reconciliation of Benefit Obligations, Plan Assets and Funded Status The following table summarizes the benefit obligation, plan assets and the funded status of CNW’s two defined benefit plans at December 31, (in thousands): (in thousands) 2018 2017 Change in benefit obligation Benefit obligation balance at January 1, $ 12,434 $ 11,412 Service cost 208 209 Interest cost 417 475 Participant contributions 27 29 Actuarial gain (loss) (777 ) 229 Benefits paid (569 ) (718 ) Foreign currency translation (925 ) 798 Benefit obligation balance at December 31, $ 10,815 $ 12,434 (in thousands) 2018 2017 Change in plan assets Fair value of plan assets at January 1, $ 10,690 $ 8,937 Return on plan assets (398 ) 1,250 Employer contributions 584 538 Participant contributions 27 29 Benefits paid (569 ) (718 ) Foreign currency translation (807 ) 654 Fair value of plan assets at December 31, $ 9,527 $ 10,690 The amount recognized in the consolidated balance sheets as long-term pension obligation as of December 31, 2018 and 2017 was $3.3 million and $1.8 million, respectively. The amount of net actuarial gain (loss) recognized in other comprehensive loss for the period ended December 31, 2018 and 2017 was $0.2 million and $1.8 million, respectively. Substantially all of the Plan’s assets consist primarily of a pooled fund, which is primarily invested in government and corporate bonds. They are valued using models with inputs including interest rate curves, credit spreads and volatilities. The inputs that are significant to valuation are generally observable and therefore the assets within the pooled fund have been classified as Level 2. The fair value reflects the proportionate share of the fair value of the investments held in the underlying pooled fund. Assumptions Weighted-average assumptions used to determine the benefit obligation reflected in the consolidated balance sheets and the net periodic pension cost in the consolidated statements of comprehensive loss for the years ended December 31, 2018 and 2017 were as follows: 2018 2017 Discount rate 3.9 % 3.5 % Rate of compensation increase 3.5 % 3.5 % Expected return on plan assets 2.25 % 2.0 % Future Cash Flows of Benefit Plans The following table summarizes the expected future cash flows of CNW’s two defined benefit plans at December 31, 2018: (in thousands) Projected company contributions for 2019 $ 0 Expected benefit payments for year ended December 31, 2019 $ 413 2020 407 2021 413 2022 410 2023 432 Thereafter $ 2,506 The long-term rates of return are determined based on the nature of each plan’s investments, an expectation for each plan’s investment strategies, historical rates of return and current economic forecasts, among other factors, and are evaluated annually and adjusted as necessary. |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliate | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | 9. Investment in Unconsolidated Affiliate Pursuant to the acquisition of PR Newswire in June 2016, the Company became the owner of a 50% of $1.1 million during the fourth quarter of 2018. At December 31, 2018 and 2017, the investment in unconsolidated affiliate is $3.0 million and $4.2 million, respectively, which is included within other long-term assets in the consolidated balance sheets. For the years ended December 31, 2018 and 2017, excluding the $1.1 million impairment, the Company’s allocation of net income from ANPps was $0.5 million and $0.4 million, respectively. |
Net Loss Per share
Net Loss Per share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per share | 10. Net Loss Per share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period as retroactively adjusted for the Merger (Note 1). For the years ended December 31, 2017 and 2016, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 989,980 shares, (in thousands except share and per share data) 2018 2017 2016 Numerator: Net loss $ (24,394 ) $ (123,042 ) $ (98,412 ) Denominator: Weighted-average shares outstanding - basic and diluted 128,819,858 75,696,880 28,369,644 Net loss per share - basic and diluted $ (0.19 ) $ (1.63 ) $ (3.47 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes For the years ended December 31, 2018, 2017 and 2016, the U.S. and foreign components of loss before income taxes were as follows: (in thousands) 2018 2017 2016 U.S. $ (14,671 ) $ (134,132 ) $ (140,443 ) Foreign 10,022 499 (13,660 ) Total loss before income taxes $ (4,649 ) $ (133,633 ) $ (154,103 ) For the years ended December 31, 2018, 2017 and 2016, the provision for (benefit from) income taxes consisted of the following: (in thousands) 2018 2017 2016 Current expense Federal $ 840 $ 2,052 $ 419 State 6,225 3,892 1,260 Foreign 12,821 8,406 9,123 Total current expense 19,886 14,350 10,802 Deferred benefit Federal 3,153 (16,204 ) (54,550 ) State 4,162 (364 ) (5,805 ) Foreign (7,456 ) (8,373 ) (6,138 ) Total deferred benefit (141 ) (24,941 ) (66,493 ) Total provision for (benefit from) income taxes $ 19,745 $ (10,591 ) $ (55,691 ) The Company is a Cayman entity with a 0% statutory tax rate with subsidiaries in various jurisdictions including the United States, Canada, France, and the United Kingdom. The Company’s effective tax rate differed from the Cayman statutory rate as a result of the foreign statutory rates in each of its subsidiaries, as well as certain nondeductible expenses, including transaction costs, public company costs, GILTI, interest expense and stock-based compensation. In addition, differences were caused by U.S. state income taxes, as well as the need for valuation allowance for certain U.S. and United Kingdom deferred tax assets. For the years ended , and , the Company’s effective tax rate was as follows: 2018 % 2017 % 2016 % Income tax at Cayman Islands statutory rate 0.0 0.0 0.0 State income taxes, net of U.S. federal benefit (37.1 ) (0.8 ) 1.9 Expense from different foreign tax rates 24.9 37.5 34.1 Change in valuation allowance (428.8 ) (13.8 ) 10.2 Nondeductible expenses 31.6 (4.8 ) (9.7 ) Tax Act (42.5 ) (8.9 ) - Other 27.2 (1.3 ) (0.4 ) Effective tax rate (424.7 )% 7.9 % 36.1 % The Company’s deferred tax components consisted of the following at December 31, 2018 and 2017: (in thousands) 2018 2017 Deferred tax assets Net operating loss carryforwards $ 33,283 $ 41,303 Allowance for doubtful accounts 1,672 915 Accrued expenses 4,027 2,899 Deferred interest 56,966 51,817 Deferred revenue 2,606 2,537 Transaction costs 2,208 2,218 Tax credits 4,679 5,750 Fixed Assets 1,532 - Other 6,369 6,143 Total deferred tax assets 113,342 113,582 Valuation allowance (67,864 ) (46,666 ) Net deferred tax assets 45,478 66,916 Deferred tax liabilities Capitalized software development costs (4,445 ) (4,410 ) Fixed assets - (13 ) Goodwill and intangible assets (92,407 ) (113,246 ) Deferred financing costs (8,413 ) (10,304 ) Other (5,411 ) (1,560 ) Total deferred tax liabilities (110,676 ) (129,533 ) Net deferred tax liability $ (65,198 ) $ (62,617 ) Disclosed as Deferred tax asset - long-term $ 4,034 $ - Deferred tax liability - long-term (69,232 ) (62,617 ) Net deferred tax liability - long-term $ (65,198 ) $ (62,617 ) On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which significantly revised the ongoing U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35% to 21%, implementing a territorial tax system, imposing a one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs (e.g., interest expense), among other things. Due to the complexities involved in accounting for the recently enacted Tax Act, the U.S. Securities and Exchange Commission issued SAB , which requires that the Company include in its financial statements the reasonable estimate of the impact of the Tax Act to the extent such reasonable estimate has been determined. Accordingly, the Company recorded a provisional amount of $ million of expense in its consolidated financial statements as of and for the year ended . The ompany completed its analysis of the impacts of the Tax Act in the fourth quarter of . The final analysis required an immaterial change to the total provisional amount reported on the consolidated financial statements. The final tax impact in its consolidated financial statements is the following. a) A tax expense of $ 6.2 1.8 b) A tax expense of $ 5.7 35 21 The Tax Act also included a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a base erosion anti-abuse tax (“BEAT”) measure that taxes certain payments between a U.S. corporation and its subsidiaries. The Company is subject to GILTI but BEAT has no current impact on the Company. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. In January 2018, the FASB released guidance on the accounting for tax on the GILTI provisions of the Tax Reform Act. The guidance allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which they are subject to the rules (the period cost method), or (ii) account for GILTI in the Company’s measurement of deferred taxes (the deferred method). After completing the analysis of the GILTI provisions, the Company elected to account for GILTI using the period cost method. In November 2018, the Treasury Department issued proposed regulations relating to section 163(j) as amended by the Tax Act that would further limit the deductibility of interest expense. If the proposed regulations are finalized in current form, the Company may need to make an adjustment to tax expense in the amount of $2.03 million based on the impact to the valuation allowance on the interest carryforward deferred tax asset. Any adjustment to tax expense would be treated as a discrete item in the period of enactment. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company assessed the of deferred tax assets and whether it is more likely than not that a portion, or all, of the deferred tax assets can be realized. Management considers the scheduled reversal of deferred tax liabilities and tax planning strategies in making this assessment. In , management concluded that the valuation allowance on the U.S. federal deferred tax assets was no longer required as a result of the deferred tax liabilities established in the acquisition of PR . The reversal of such deferred tax liabilities will allow for the of the U.S. deferred tax assets. In , management concluded that a valuation allowance of $ million was required for U.S. federal interest expense under Internal Revenue Code Section (j) and for $ million of interest expense under United Kingdom tax law. The remaining $ million of the valuation allowance is for foreign net operating losses for entities that have cumulative losses. In , management concluded that a valuation allowance of $ million was required for U.S. interest expense under Internal Revenue Code Section (j). The remaining $ million of the valuation allowance is foreign net operating losses for entities that have cumulative losses At December 31, 2018, the Company has not provided for income taxes on $51.8 million of undistributed earnings of its foreign subsidiaries, other than certain Canadian subsidiaries, as the earnings are considered permanently reinvested. As part of the Tax Act (as discussed above), the U.S. Company incurred a $6.2 million transition tax related to its Canadian subsidiaries. This amount included an estimated $1.8 million As of , the Company has net operating loss for federal and state tax purposes of approximately $ million and $ million, respectively, which will expire between and . The Company also has $ million of federal and state tax credits that will expire at varying times between and . The Company has $ million of federal alternative minimum tax credits that it now expects to refunded over the next years as a result of the Tax Act beginning this year. The Company has foreign net operating losses of $ million of which the majority do not expire. Certain of the Company’s federal and state NOL are subject to annual limitations under Section of Internal Revenue Code. Based on the purchase price for the U.S. companies, the limitations imposed under Section will not preclude the Company from realizing these . The following table presents changes in unrecognized tax benefits for the years ended December 31, 2018, 2017, and 2016: (in thousands) 2018 2017 2016 Beginning balance $ 3,736 $ 2,944 $ 2,634 Additions based on tax provisions related to the current year - 903 210 Additions based on tax positions related to prior years 2,078 - 100 Reductions to tax positions of prior years - (111 ) - Reductions for expiration of statute of limitations (399 ) - - Settlements - - - Ending balance $ 5,415 $ 3,736 $ 2,944 Company recognizes the effects of uncertain income tax positions only if those positions are more likely than not of being sustained. The Company has recorded a liability for uncertain tax positions associated primarily with tax credits and transfer pricing in the amount of $ 5.4 3.7 The Company does not expect unrecognized tax benefits to change significantly over the next twelve months, and if recognized, $4.4 million would affect the effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in the consolidated financial statements as a component of the income tax provision, and has accrued $1.0 million for interest and penalties as of December 31, 2018. The current year reduction of $0.4 million |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions The Company is party to a professional services agreement with its former parent and former The Company incurred approximately $0.3 million and $0.6 million for the years ended December 31, 2017 and 2016, respectively included in general and administrative expenses. Upon consummation of the Merger on June 29, 2017, the professional services agreement terminated. Certain transactions between the Company and its former Cision Owner have been described elsewhere in these consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies The Company has various non-cancelable operating leases, primarily related to office real estate, that expire through 2035 and generally contain renewal options for up to five years. Lease incentives, payment escalations and rent holidays specified in the lease agreements are accrued or deferred as appropriate as a component of rent expense which is recognized on a straight-line basis over the terms of occupancy. As of December 31, 2018 and 2017, deferred rent of $11.9 million and $10.2 million, respectively, Future minimum lease payments under non-cancelable operating leases at December 31, 2018 are as follows: (in thousands) Operating Leases 2019 $ 16,288 2020 15,682 2021 13,416 2022 12,494 2023 8,806 Thereafter 27,773 Total future minimum payments $ 94,459 Rent expense was $19.0 million, $16.8 million and $13.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. Purchase Commitments The Company entered into agreements with various vendors in the ordinary course of business. As of December 31, 2018, the minimum required payments in future years under these arrangements are as follows: (in thousands) Commitments Year ended December 31, 2019 $ 13,259 2020 10,465 2021 2,908 2022 3 2023 - Thereafter - $ 26,635 Letters of Credit As of December 31, 2018 and 2017, the Company had a total of $1.5 million and $1.3 million in letters of credit outstanding, respectively, for certain of its office spaces. These letters of credit do not require compensating balances and expire at various dates through March 2031. Litigation and Claims The Company from time to time is subject to lawsuits, investigations and claims arising out of the ordinary course of business, including those related to commercial transactions, contracts, government regulation, and employment matters. In the opinion of management, based on all known facts, all such matters are either without merit or are of such kind, or involve such amounts that would not have a material effect on the financial position or results of operations of the Company if disposed of unfavorably. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 14. Segment and Geographic Information The Company has determined that its Chief Executive Officer is the Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on both a consolidated basis and on a geographic regional basis. Since its inception, the Company has completed several significant acquisitions and has expended significant efforts to provide an integrated set of software and services to all customers in all geographies. As a result of the long-term qualitative and quantitative similar economic characteristics exhibited by the sale of an integrated set of products and services in all the Company’s regions, the Company has determined that its three operating segments meet the criteria to be aggregated into one reportable segment. Geographical revenue information is based on revenue generated through the sale of services to customers located within the specified geography. Long-lived assets consist of property, plant and equipment. Property, plant and equipment information is based on the physical location of the assets at the end of each fiscal year. Revenue by geography is based on the location of the subsidiary that executed the customer contract. The following table lists revenue for the years ended December 31, 2018, 2017 and 2016 by geographic region: (in thousands) 2018 2017 2016 Revenue: Americas - U.S. $ 436,152 $ 410,621 $ 316,177 Rest of Americas 64,490 51,650 29,891 EMEA 197,467 144,127 110,225 APAC 32,264 25,239 11,479 $ 730,373 $ 631,637 $ 467,772 The following table lists long-lived assets, net of amortization, as of December 31, 2018 and 2017 by geographic region: (in thousands) 2018 2017 Long-lived assets, net Americas - U.S. $ 1,101,919 $ 1,141,210 Rest of Americas 130,797 145,837 EMEA 354,886 336,937 APAC 30,299 29,816 $ 1,617,901 $ 1,653,800 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On January 3, 2019, the Company completed the Falcon.io (“Falcon”). The purchase price was approximately €105.2 million ($120.1 million) and consisted of approximately €54.1 million ($61.7 million) in cash consideration and the issuance of approximately 5.1 million ordinary shares valued at €51.1 million ($58.4 million). The cash portion of the consideration was funded with a combination of cash on hand and borrowings under the Revolving Credit Facility. T drew approximately $40.0 250 On January 11, 2019, the Company amended the 2017 First Lien Credit Facility to borrow an additional $75.0 million of 2017 First Lien Dollar Term Credit Facility. $ million, consisting of approximately $ million in cash and approximately $ million of ordinary shares ( million shares The cash portion of the consideration was funded with a combination of cash on hand and additional borrowing under the First Lien Dollar Credit Facility. The acquisition of will enhance the Company’s customer base to demonstrate and measure the business impact of their earned media. At the date of the acquisition, had over employees with offices in the United States and the United Kingdom. On January 22, 2019, the Company sold its email marketing business for approximately $49.3 million of cash consideration, net of working capital adjustments, with up to an additional $ 4.0 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts and Deferred Tax Assets | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Allowance for Doubtful Accounts and Deferred Tax Assets | 16. Allowance for Doubtful Accounts and Deferred Tax Assets The allowance for doubtful accounts and deferred tax assets for the years ended December 31, 2018, 2017 and 2016 is as follows: (in thousands) Balance at Beginning of Year Amounts Charged to Costs or Expense Additions (Deductions) Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2016 $ 1,248 $ 2,572 $ (1,215 ) $ 2,605 Year Ended December 31, 2017 2,605 3,493 (796 ) 5,302 Year Ended December 31, 2018 5,302 4,409 (1,558 ) 8,153 Allowance for deferred tax assets: Year Ended December 31, 2016 $ 19,017 $ (15,315 ) $ (265 ) $ 3,437 Year Ended December 31, 2017 3,437 34,770 8,459 46,666 Year Ended December 31, 2018 46,666 8,838 12,361 67,865 |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | 17. Quarterly Financial Information (Unaudited) The following presents quarterly financial data including the impact of the adoption of the new revenue recognition accounting standard in 2018 (see Note 2. Summary of Significant Accounting Policies, of the notes to the consolidated financial statements for further details) for the years ended December 31, 2018 and 2017: 2018 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 179,293 $ 187,475 $ 177,236 $ 186,369 Gross profit 115,015 120,718 108,059 119,789 Income (loss) before income taxes (18,124 ) 18,045 (3,114 ) (1,456 ) Net loss (442 ) (6,583 ) (6,184 ) (11,184 ) Loss per share: Basic and diluted (0.00 ) (0.05 ) (0.05 ) (0.08 ) 2017 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 145,818 $ 157,131 $ 159,729 $ 168,959 Gross profit 100,752 107,913 106,442 115,694 Loss before income taxes (30,047 ) (26,379 ) (60,062 ) (17,145 ) Net loss (22,993 ) (19,148 ) (46,409 ) (34,492 ) Loss per share: Basic and diluted (0.82 ) (0.63 ) (0.38 ) (0.28 ) |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Earnings per Share | Basis of Presentation and Earnings per Share The Transactions were accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, the Transactions have been treated equivalent to Cision issuing stock for the net monetary assets of Capitol, accompanied by a recapitalization. The net assets of Capitol at the merger date have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Cision. As a result, these financial statements represent the continuation of Cision Ltd. and the historical shareholders’ equity and earnings per share calculations of Cision prior to the Transactions have been retrospectively adjusted for the equivalent number of shares received by Cision’s Owner, where applicable, pursuant to the Transactions. The accumulated deficit of Cision has been carried forward after the Transactions. Cision Ltd., the parent company, has no independent operating activity or third-party assets and liabilities. Prior to the June 29, 2017 Transactions, earnings per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 ordinary shares. Immediately after the Transactions, 120,512,402 ordinary shares were outstanding. Subsequent to the Merger, earnings per share are calculated based on the weighted number of ordinary shares then outstanding. As part of the Transactions, the historical number of outstanding common shares of Class B-1, Class C-1 and Class V, in aggregate, has been 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. This retroactive adjustment also eliminates the need for a two-class method earnings per share calculation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, software development costs, useful lives of property, equipment and internal use software, intangible assets and goodwill, contingent liabilities, and fair value of equity-based awards and income taxes. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. |
Cash and Cash Equivalents and Investments | Cash and Cash Equivalents and Investments The Company considers all highly liquid investments with original maturity dates of three months or less at the time of purchase to be cash equivalents. For all years reported the Company did not carry any investments with original maturity dates of longer than three months. |
Fair Value Measurement | Fair Value Measurements The Company measures certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: Level 1 Inputs are quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded net of provisions for doubtful accounts. Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to the estimated net realizable value. These estimates are made by analyzing the status of significant past-due receivables and by establishing provisions for estimated losses by analyzing current and historical bad debt trends. Actual collection experience has not varied significantly from prior estimates. The allowance for doubtful accounts at December 31, 2018 and 2017 was $8.2 million and $5.3 million, respectively. |
Internal Use Software Development | Internal Use Software Development The Company incurs software development costs related to its internal use software. Qualifying costs incurred during the application development stage are capitalized. These costs primarily consist of internal labor and third-party development costs and are amortized using the straight-line method over the estimated useful life of the software, which is generally two years. All other research and development costs are expensed as incurred. Costs to maintain and update the information database are expensed within cost of revenues as these expenses are incurred. For the years ended December 31, 2018, 2017 and 2016, the Company recorded amortization expense related to internal use software of $15.2 million, $12.4 million and $12.6 million, respectively, within cost of revenue in the statements of net loss and total comprehensive loss. |
Property, Equipment and Purchased Software | Property, Equipment and Purchased Software Property, equipment and purchased software are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: three to five years for software and computer and office equipment and five to seven years for furniture and fixtures. Assets acquired under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the terms of the leases. Amortization of assets acquired under capital leases is included in depreciation and amortization expense. Repairs and maintenance costs are charged to expense as incurred. When assets are retired or otherwise disposed of, the asset and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recorded in the results of operations. |
Long-Lived Assets | Long-Lived Assets Long-lived assets include property, equipment and software and intangible assets with finite lives. Intangible assets consist of customer relationships, trade names and purchased technology acquired in business combinations. Intangible assets are amortized using the straight-line method, which approximates the pattern of usage of the economic benefit of the asset, over their estimated useful lives ranging from two to fifteen years. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. There were no impairment charges for long-lived assets for the years ended December 31, 2018, 2017 or 2016. The Company regularly revisits its estimate of useful economic lives of long-lived assets and makes adjustments to those lives where appropriate. |
Business Combinations | Business Combinations The Company has completed a number of acquisitions of businesses that have resulted in the recording of goodwill and identifiable definite-lived intangible assets. The Company recognizes all of the assets acquired and liabilities assumed at their fair values on the acquisition date. The Company uses significant estimates and assumptions, including fair value estimates, as of the acquisition date using the income and cost approaches (or a combination thereof). Fair values are determined based on Level 3 inputs, including estimated future cash flows, discount rates, royalty rates, growth rates, sales projections, customer retention rates and terminal values, all of which require significant management judgment. The Company refines these estimates that are provisional, as necessary, during the measurement period. The measurement period is the period after the acquisition date, not to exceed one year, in which new information may be gathered about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized. Adjustments to assets and liabilities within the measurement period are recorded with a corresponding offset to goodwill. All other adjustments, including those after the conclusion of the measurement period, are recorded to the consolidated statements of net loss and, to date, have been immaterial. Acquisition-related costs are expensed as incurred separately from the acquisition and generally are included in general and administrative expenses in the statements of net loss and total comprehensive loss. |
Deferred Financing Costs and Debt Discounts | Deferred Financing Costs and Debt Discounts The Company amortizes costs to obtain financing over the term of the underlying obligation using either the effective interest method or the straight-line method, as appropriate. Debt discounts and deferred financing costs are netted from the carrying value of the debt and amortized over the term of the debt using the effective interest method. Deferred financing fees related to the Company’s revolving debt facilities are included within other assets in the consolidated balance sheets. The amortization of deferred financing costs and debt discounts is included in interest expense in the accompanying consolidated statements of net loss and comprehensive loss. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired entity over the net fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather is assessed for impairment at least annually. The Company performs its annual impairment assessment on October 1, or whenever events or circumstances indicate impairment may have occurred. On October 1, 2018, 2017 and 2016, the Company performed its annual goodwill impairment assessment based on the fair value of each of the Company’s reporting units. In past years when assessing goodwill for impairment, the Company used an income approach based on discounted cash flows to determine the fair value of its reporting unit. The Company’s cash flow assumptions considered historical and forecasted revenue, operating costs and other relevant factors which were consistent with the plans used to manage the Company’s operations. In light of the evidence from 2017 and the lack of significant factors that currently exist that would change the circumstances, management has elected to perform a Step Zero test for the year ending December 31, 2018. Based on the positive qualitative analysis on each of its three reporting units as of October 1, 2018 the Company concluded that there were no significant adverse factors identified in Step Zero and so concluded it is more likely than not that each of its three reporting units’ fair values are greater than their respective carrying amounts. |
Foreign Currency and Operations | Foreign Currency The reporting currency for all periods presented is the U.S. dollar. The functional currency for the Company’s foreign operating subsidiaries is their local currency. The functional currency of the Company and substantially all of its non operating subsidiaries is the US dollar. The financial statements of these subsidiaries are translated into U.S. dollars using exchange rates in effect at each balance sheet date for assets and liabilities and average exchange rates during the period for revenues and expenses. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ deficit. Gains or losses, whether realized or unrealized due to transactions in foreign currencies and the remeasurement of certain intercompany balances, are included in the consolidated statements of net loss and total comprehensive loss. |
Defined Benefit Pension Plans | Defined Benefit Pension Plan Employees of CNW Group Ltd. (“CNW”) participate in a defined benefit pension plan whereby pension expense is determined based on a number of actuarial assumptions, which are reviewed on an annual basis. The defined benefit plan has been closed to new participants since 2006. The employees and accompanying pension plan were inherited with the acquisition of PRN Group (“PR Newswire”) on June 16, 2016. These actuarial assumptions include discount rate, expected rate of return on plan assets, rate of salary increases and other factors. The unfunded status of the plan is recognized as a long-term liability in the consolidated balance sheets at December 31, 2018 and 2017 and totals $3.3 million and $3.6 million at these dates, respectively. These dates are also the measurement date for the defined benefit pension plan. |
Investment in Unconsolidated Affiliate | Investment in Unconsolidated Affiliate The Company’s investment in an unconsolidated affiliate over which the Company has significant influence was accounted for under the equity method of accounting. The investment was acquired with the PR Newswire acquisition and the purchase price of PR Newswire was allocated to the investee based on its fair value as of the acquisition date. The Company records its share of the undistributed income or loss from this investment, which, to date, have been immaterial. During the fourth quarter of 2018, the Company completed a review of the investment and determined that there was an other than temporary impairment as the current projected operating results did not support the carrying value of the Company’s investment. As such, the Company recognized an impairment charge of $1.1 million during the fourth quarter of 2018. At December 31, 2018 and 2017, the investment in unconsolidated affiliate is $3.0 million and $4.2 million, respectively, which is included within other long-term assets in the consolidated balance sheets. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes the Company’s net income (loss) and foreign currency translation adjustments. There are no other material components of comprehensive loss for the years ended December 31, 2018, 2017 and 2016. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: • Identification of the contract, or contracts with a customer. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of the revenue when, or as, the Company satisfies a performance obligation. The Company derives its revenue from access to its cloud based technology platform and related media management and analysis services sold on a subscription basis. Revenue is also derived from the distribution of press releases on both a subscription basis and separately from non-subscription arrangements. Dependent on the nature of the distribution contract with the customer, the Company recognizes revenue on subscription basis over the contract term of the subscription, or on a per-transaction basis when the press releases are made available to the public. Subscription services include access to the Company’s software platform and associated hosting services, content and content updates, customer support and media management and analysis services. Subscription services are recognized ratably over the contractual period that the services are delivered, beginning on the date in which such service is made available to the customer. Subscription agreements are typically one year in length and are non-cancelable, though customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Software subscription agreements do not provide customers the right to take possession of the software at any time. The Company does not charge customers an upfront fee for use of the platform and implementation activities are insignificant and not subject to a separate fee. In certain cases, the Company charges annual membership fees which are recognized ratably over the one-year membership period. The Company accounts for a contract when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified and payment terms can be identified, the contract has commercial substance and it is probable that the Company will collect substantially all of the consideration. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of the promised service to a customer. The transaction price for subscription arrangements and services is generally fixed at contract inception. The Company’s standard payment terms are generally net 30 days. For transaction-based services, which predominantly comprise press release distributions, customers are invoiced in the month the release is made available to the public. In the event that a customer arrangement contains multiple services, the Company determines whether such goods or services are distinct performance obligations that should be accounted for separately in the arrangement. When arrangements contain multiple performance obligations, further evaluation is usually not required given such performance obligations are generally recognized over time using the same measure of progress and thus, are accounted for as a single performance obligation. Otherwise, when allocating the transaction price in the arrangement, the Company uses the estimated standalone selling price of each distinct performance obligation. In order to estimate the standalone selling prices, the Company relies on the price charged for stand-alone sales, expected cost plus margin and adjusted market assessment approaches. Revenue is then recognized over the pattern of performance as each obligation is satisfied as discussed above. The transaction price for the Company’s subscription arrangements and professional services is generally fixed at contract inception. Transaction price allocated to the remaining performance obligations Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. As of the Company’s remaining performance obligations were $140.8 million, approximately 99.2% of The Company has elected the practical expedient to not disclose the transaction price allocated to remaining performance obligations that are part of a contract that has an original expected duration of one year or less. Contract Balances The difference in the opening and closing balances of the Company’s accounts receivable and deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. Accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. Deferred revenue consists of payments received from or billings to customers in advance of revenue recognition. Deferred revenue to be recognized in the succeeding twelve-month period is included in current deferred revenue with the remaining amounts included in noncurrent deferred revenue. Invoices issued in advance of the fulfillment of a deliverable or the start of the customers’ subscription term are not material. Prior to the adoption of the new revenue guidance on January 1, 2018, the Company recognized revenue when persuasive evidence of an arrangement existed, the fees were fixed or determinable, the product or service had been delivered and collectability was assured. The Company considered the terms of each arrangement to determine the appropriate accounting treatment. Sales commission expense was expensed as incurred. |
Sales Commissions | Sales Commissions In accordance with ASC 340-40, the Company capitalizes incremental costs incurred to obtain a contract when such costs would have not been incurred if the contract had not been obtained. The Company has elected to expense costs incurred when the amortization period would be one year or less. Initial sales commissions for subscription contracts are deferred and amortized on a straight-line basis over a period of benefit that the Company estimates to be three years. The Company determines the period of benefit by taking into consideration the average technology life and average customer life. Amortization of deferred sales commissions is included as a component of sales and marketing expenses in the Company’s consolidated statements of net loss and total comprehensive loss. As of December 31, 2018, the ending asset balance for costs to obtain a contract was $7.1 million of which $4.5 million is expected to be |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the years ended December 31, 2018, 2017 and 2016 were approximately $6.6 million, $5.9 million and $7.0 million, respectively. |
Equity-Based Compensation | Equity-Based Compensation The Company recognizes equity-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally four years from the date of grant. As equity-based compensation expense recognized is based on awards ultimately expected to vest, such expense is reduced for estimated forfeitures. Compensation expense for these equity-based awards is recognized by the Company, with an equal offsetting charge to “Additional paid-in capital.” Such compensation expense is reflected in the Company’s consolidated statements of net loss and total comprehensive loss. |
Segments | Segments The Company has determined that its Chief Executive Officer is the Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on both a consolidated basis and on a geographic regional basis. Since its inception, the Company has completed several significant acquisitions and has expended significant efforts in integrating these acquisitions into a single commercial software solution, available to all customers in all geographies. As a result of the long-term qualitative and quantitative similar economic characteristics exhibited by the sale of a single product suite in all the Company’s regions, the Company has determined that its three regional operating segments meet the criteria to be aggregated into one reportable segment. |
Net Loss per Share | Net Loss per Share Prior to the June 29, 2017 Transactions, net loss per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 ordinary shares. Immediately after the Transactions, 120,512,402 ordinary shares were outstanding. Subsequent to the Merger, basic net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding during the period. Diluted net loss per share equals basic loss per share due to losses incurred during the years ended December 31, 2018, 2017 and 2016. |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. Customers are granted credit on an unsecured basis. Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses. The Company provides cloud-based software, distribution services and related professional services to various customers across many industries. As of December 31, 2018 and 2017, no individual customer accounted for 10% or more of net accounts receivable. For the years ended December 31, 2018, 2017 and 2016, no individual customer accounted for 10% or more of revenue. |
Income Taxes | Income Taxes Income taxes are determined utilizing the asset and liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences between the respective reported amounts and tax bases of assets and liabilities, as well as for operating loss and tax-credit carryforwards. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s estimates related to liabilities for uncertain tax positions require it to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If it determines it is more likely than not that a tax position will be sustained based on its technical merits, the Company records the impact of the position in its consolidated financial statements at the largest amount that is greater than fifty percent likely of being realized upon ultimate settlement. The estimates are updated at each reporting date based on the facts, circumstances and information available. The Company is also required to assess at each reporting date whether it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next twelve months. The Company files income tax returns in the U.S. federal jurisdictions and various state and foreign jurisdictions and is subject to U.S. federal, state, and foreign tax examinations for years ranging from 2013 to 2018. On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which contains several key tax provisions that affected the Company including a reduction of the federal corporate income tax rate to 21% effective January 1, 2018, among others. The Company accounted for the tax effects in the 2017 financial statements on a provisional basis. The Company finalized the accounting for the Tax Act in the fourth quarter of 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As of December 31, 2018, the Company is no longer classified as an Emerging Growth Company and has adopted new accounting standards in accordance with the effective dates set for public companies as listed below. New Accounting Pronouncements Adopted in 2018 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 accumulated deficit 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 March 2017, the FASB issued ASU 2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07) which changes the way employers that sponsor defined benefit pension and/or postretirement benefit plans reflect net periodic benefit costs in the income statement. The new standard requires a company to present the service cost component of net periodic benefit cost in the same income statement line as other employee compensation costs with the remaining components of net periodic benefit cost presented separately from the service cost component and outside of any subtotal of operating income, if one is presented. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted as of the beginning of an annual period. The Company adopted ASU 2017-07 in the fourth quarter of 2018 and it did not have an impact on the Company’s 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. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers by $5.8 million. This approach applies to all contracts as of January 1, 2018. The adjustment was the result of capitalizing commission costs contracts. The impact of the adoption of the new revenue standard on the Company’s consolidated statements of net loss and total comprehensive loss was as follows (in thousands): December 31, 2018 As Reported Balances without adoption of ASC 606 Effect of Change Operating costs and expenses: Sales and marketing $ 116,095 $ 116,394 $ (299 ) Operating income $ 69,616 $ 69,915 $ (299 ) Net loss $ (24,394 ) $ (24,095 ) $ (299 ) Comprehensive loss $ (57,238 ) $ (56,939 ) $ (299 ) The cumulative effect of the changes made to the Company’s December 31, 2018 consolidated balance sheet from the adoption of the new accounting standard was as follows (in thousands): December 31, 2018 As Reported Balances without adoption of ASC 606 Effect of Change Prepaid expenses and other current assets $ 22,824 $ 18,358 $ 4,466 Total current assets $ 248,475 $ 244,009 $ 4,466 Other assets 7,652 4,971 2,681 Total assets $ 1,866,376 $ 1,859,229 $ 7,147 Deferred tax liability $ 69,232 $ 67,220 $ 2,012 Total liabilities $ 1,578,059 $ 1,576,047 $ 2,012 Accumulated other comprehensive loss $ (68,941 ) $ (67,955 ) $ (986 ) Accumulated deficit $ (439,977 ) $ (446,098 ) $ 6,121 Total stockholders' equity $ 288,317 $ 283,182 $ 5,135 Total liabilities and stockholders' equity $ 1,866,376 $ 1,859,229 $ 7,147 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 adopted this ASU effective the fourth quarter of 2018 and it did not have a material impact on its consolidated financial statements. 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. The Company adopted this ASU effective the fourth quarter of 2018 and it did not 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 adopted this ASU effective the fourth quarter of 2018 and it did not have a material impact on its consolidated financial statements. Recent Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company is in the process of evaluating the impact of this standard 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), which modifies the disclosure requirements related to fair value measurements. The ASU eliminates the requirement to disclosure and amount and reasons for transfers between Level 1 and Level 2 fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. Entities will now be required to disclose the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, 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 2018-14, 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. The ASU requires companies to capitalize the implementation costs associated with cloud computing service arrangements, regardless as to whether the contract contains a license. The ASU is effective for annual periods in 2020, including interim periods. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The impact of the adoption of the new revenue standard on the Company’s consolidated statements of net loss and total comprehensive loss was as follows (in thousands): December 31, 2018 As Reported Balances without adoption of ASC 606 Effect of Change Operating costs and expenses: Sales and marketing $ 116,095 $ 116,394 $ (299 ) Operating income $ 69,616 $ 69,915 $ (299 ) Net loss $ (24,394 ) $ (24,095 ) $ (299 ) Comprehensive loss $ (57,238 ) $ (56,939 ) $ (299 ) |
Schedule of Change in Accounting Estimate | The cumulative effect of the changes made to the Company’s December 31, 2018 consolidated balance sheet from the adoption of the new accounting standard was as follows (in thousands): December 31, 2018 As Reported Balances without adoption of ASC 606 Effect of Change Prepaid expenses and other current assets $ 22,824 $ 18,358 $ 4,466 Total current assets $ 248,475 $ 244,009 $ 4,466 Other assets 7,652 4,971 2,681 Total assets $ 1,866,376 $ 1,859,229 $ 7,147 Deferred tax liability $ 69,232 $ 67,220 $ 2,012 Total liabilities $ 1,578,059 $ 1,576,047 $ 2,012 Accumulated other comprehensive loss $ (68,941 ) $ (67,955 ) $ (986 ) Accumulated deficit $ (439,977 ) $ (446,098 ) $ 6,121 Total stockholders' equity $ 288,317 $ 283,182 $ 5,135 Total liabilities and stockholders' equity $ 1,866,376 $ 1,859,229 $ 7,147 |
Business Combinations and Dis_2
Business Combinations and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Unaudited Pro Forma Information | The pro forma results presented below show the impact of the acquisitions. (in thousands except share and per share data) 2018 2017 2016 Revenue $ 734,002 $ 717,231 $ 703,198 Net loss $ (22,001 ) $ (125,847 ) $ (83,228 ) Net loss per share - basic and diluted $ (0.17 ) $ (1.66 ) $ (2.93 ) |
PR Newswire [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities acquired of PR Newswire on June 16, 2016: (in thousands) Cash and cash equivalents $ 9,071 Accounts receivable, net 42,869 Prepaid and other current assets 18,430 Property, equipment and software, net 18,917 Investment in unconsolidated affiliate 5,376 Brand 349,120 Customer relationships 48,820 Purchased technology 25,940 Goodwill 537,218 Total assets acquired 1,055,761 Accounts payable and accrued liabilities (41,961 ) Deferred revenue (37,310 ) Deferred taxes (133,725 ) Total liabilities assumed (212,996 ) Net assets acquired $ 842,765 |
Bulletin Intelligence [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities of Bulletin Intelligence acquired on March 27, 2017. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to ten years on an accelerated basis. During the year ended December 31, 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 completed the purchase price allocation as of June 30, 2018. (in thousands) Cash and cash equivalents $ 2,394 Accounts receivable, net 2,955 Prepaid and other assets 1,749 Property, equipment and software, net 1,256 Trade name 1,061 Customer relationships 3,517 Purchased technology 7,765 Goodwill 16,642 Total assets acquired 37,339 Accounts payable, accrued liabilities, and other liabilities (4,288 ) Deferred revenue (3,709 ) Deferred taxes (3,412 ) Total liabilities assumed (11,409 ) Net assets acquired $ 25,930 |
Prime [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price 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 will complete the purchase price allocation in Q1 2019. (in thousands) Cash and cash equivalents $ 2,711 Accounts receivable, net 8,186 Prepaid and other assets 1,320 Property, equipment and software, net 1,207 Trade name 1,436 Customer relationships 17,903 Purchased technology 9,881 Goodwill 57,465 Total assets acquired 100,109 Accounts payable, accrued liabilities, and other liabilities (5,627 ) Deferred revenue (426 ) Total liabilities assumed (6,053 ) Net assets acquired $ 94,056 |
Property, Equipment and Purch_2
Property, Equipment and Purchased Software (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, equipment and software consisted of the following at December 31, 2018 and 2017: (in thousands) 2018 2017 Purchased software, computer and office equipment $ 28,577 $ 41,053 Furniture and fixtures 4,061 4,992 Leasehold improvements 24,089 25,983 Equipment under capital lease obligations 689 1,059 Capitalized software development costs 64,752 57,617 Property and equipment at cost 122,168 130,704 Less: Accumulated depreciation and amortization (64,958 ) (77,126 ) Property and equipment, net $ 57,210 $ 53,578 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following at December 31, 2018 and 2017: (in thousands) 2018 2017 Balances as of January 1 $ 1,136,403 $ 1,079,518 Acquisition of Prime 57,465 - Purchase price allocation adjustments 1,688 2,147 Other Goodwill (1) 1,346 - Disposal of Vintage - (14,662 ) Acquisition of Bulletin Intelligence - 19,520 Acquisition of Argus - 5,092 Acquisition of CEDROM - 16,642 Effects of foreign currency (25,043 ) 28,146 Balances as of December 31 $ 1,171,859 $ 1,136,403 (1) Not significant to the Company’s reported operating results or financial position. |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets consisted of the following at December 31, 2018 and 2017: December 31, 2018 (in thousands) Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Carrying Amount Trade names and brand $ 372,010 $ (8,143 ) $ (115,954 ) $ 247,913 Customer relationships 321,862 (18,967 ) (203,031 ) 99,864 Purchased technology 145,951 (7,408 ) (109,174 ) 29,369 Balances at December 31, 2018 $ 839,823 $ (34,518 ) $ (428,159 ) $ 377,146 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 remaining useful lives at December 31, 2018 Years Trade names and brand 11.8 Customer relationships 6.5 Purchased technology 3.4 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets at December 31, 2018 is as follows: (in thousands) Year ended December 31, 2019 $ 85,445 2020 62,675 2021 51,277 2022 38,218 2023 28,369 Thereafter 111,162 $ 377,146 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following at December 31, 2018 and 2017: December 31, 2018 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,210 $ 1,241,253 $ 1,254,463 Unamortized debt discount and issuance costs - (35,493 ) (35,493 ) Balances at December 31, 2018 $ 13,210 $ 1,205,760 $ 1,218,970 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 |
Convertible Preferred Equity Certificate | Convertible Preferred Equity Certificate activity for the years ended December 31, 2017 and 2016 is as follows: (in thousands) Balance at December 31, 2015 264,497 Issued during 2016 165,525 Yield accreted for 2016 13,934 Yield paid in 2016 (854 ) Balance at December 31, 2016 443,102 Issued during 2017 6,902 Yield accreted for 2017 3,978 Yield paid in 2017 (3,557 ) Converted to equity upon merger with Capitol (450,425 ) Balance at December 31, 2017 $ - |
Schedule of Maturities of Long-term Debt | Future minimum principal payments of debt as of December 31, 2018 are as follows: (in thousands) Year ended December 31, 2019 $ 13,210 2020 13,210 2021 13,210 2022 13,210 2023 13,210 Thereafter 1,188,413 $ 1,254,463 |
Schedule of Interest Expense | Interest expense for the years ended December 31, 2018, 2017 and 2016 was as follows: (in thousands) 2018 2017 2016 First Lien Credit Facility $ 64,805 $ 74,833 $ 56,352 Second Lien Credit Facility - 20,857 29,408 Revolving Credit Facility - 1,397 1,198 Accretion of debt discount and deferred financing costs 11,951 14,275 13,445 Note Purchase Agreement - - 2,170 Accretion of Convertible Preferred Equity Certificates due to Cision Owner - 1,838 10,500 Yield on Convertible Preferred Equity Certificates due to Cision Owner - 2,140 3,433 Commitment fees and other 1,258 1,126 1,491 Total interest expense $ 78,014 $ 116,466 $ 117,997 |
Stockholders' Equity and Equi_2
Stockholders' Equity and Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of equity based compensation by department | Equity-based compensation is classified in the consolidated statements of operations in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows for the years ended December 31, 2018, 2017, and 2016: (in thousands) 2018 2017 2016 Cost of revenue $ 494 $ 337 $ 277 Selling and marketing 598 280 255 R&D 584 319 551 G&A 3,591 3,202 4,219 Total equity based compensation expense $ 5,267 $ 4,138 $ 5,302 |
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 for the year ended December 31, 2018: 2018 Stock price volatility 38 50 % Expected term (years) 6.3 Risk-free interest rate 2.34 2.89 % Dividend yield 0 % |
Share-based Compensation, Stock Options, Activity | A summary of employee stock option activity for the year ended December 31, 2018 under the Company’s 2017 Plan is presented below: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding as of December 31, 2016 - $ - - $ - Granted 691,500 12.78 - Exercised - - - Forfeited - - - Options outstanding as of December 31, 2017 691,500 $ 12.78 9.7 $ - Granted 2,130,000 15.05 - Exercised - - - Forfeited (709,000 ) 14.68 - Options outstanding as of December 31, 2018 2,112,500 $ 14.43 9.3 $ - Options vested as of December 31, 2018 138,000 $ 12.78 8.7 $ - |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock units activity for the year ended December 31, 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, 2016 - $ - Granted 34,945 12.40 Vested - - Forfeited - - Restricted stock units outstanding as of December 31, 2017 34,945 $ 12.40 Granted 472,560 15.29 Vested (3,361 ) 11.80 Forfeited (177,750 ) 14.79 Restricted stock units outstanding as of December 31, 2018 326,394 $ 15.28 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The following table summarizes the benefit obligation, plan assets and the funded status of CNW’s two defined benefit plans at December 31, (in thousands): (in thousands) 2018 2017 Change in benefit obligation Benefit obligation balance at January 1, $ 12,434 $ 11,412 Service cost 208 209 Interest cost 417 475 Participant contributions 27 29 Actuarial gain (loss) (777 ) 229 Benefits paid (569 ) (718 ) Foreign currency translation (925 ) 798 Benefit obligation balance at December 31, $ 10,815 $ 12,434 (in thousands) 2018 2017 Change in plan assets Fair value of plan assets at January 1, $ 10,690 $ 8,937 Return on plan assets (398 ) 1,250 Employer contributions 584 538 Participant contributions 27 29 Benefits paid (569 ) (718 ) Foreign currency translation (807 ) 654 Fair value of plan assets at December 31, $ 9,527 $ 10,690 |
Schedule of Assumptions Used | Weighted-average assumptions used to determine the benefit obligation reflected in the consolidated balance sheets and the net periodic pension cost in the consolidated statements of comprehensive loss for the years ended December 31, 2018 and 2017 were as follows: 2018 2017 Discount rate 3.9 % 3.5 % Rate of compensation increase 3.5 % 3.5 % Expected return on plan assets 2.25 % 2.0 % |
Schedule of Defined Benefit Plan Amounts Expected Future Cash Flows | The following table summarizes the expected future cash flows of CNW’s two defined benefit plans at December 31, 2018: (in thousands) Projected company contributions for 2019 $ 0 Expected benefit payments for year ended December 31, 2019 $ 413 2020 407 2021 413 2022 410 2023 432 Thereafter $ 2,506 |
Net Loss Per share (Tables)
Net Loss Per share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | As a result, diluted loss per common share is the same as basic loss per common share for all years presented below for the years ended December 31, 2018, 2017, and 2016: (in thousands except share and per share data) 2018 2017 2016 Numerator: Net loss $ (24,394 ) $ (123,042 ) $ (98,412 ) Denominator: Weighted-average shares outstanding - basic and diluted 128,819,858 75,696,880 28,369,644 Net loss per share - basic and diluted $ (0.19 ) $ (1.63 ) $ (3.47 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2018, 2017 and 2016, the U.S. and foreign components of loss before income taxes were as follows: (in thousands) 2018 2017 2016 U.S. $ (14,671 ) $ (134,132 ) $ (140,443 ) Foreign 10,022 499 (13,660 ) Total loss before income taxes $ (4,649 ) $ (133,633 ) $ (154,103 ) |
Schedule of Components of Income Tax Expense (Benefit) | For the years ended December 31, 2018, 2017 and 2016, the provision for (benefit from) income taxes consisted of the following: (in thousands) 2018 2017 2016 Current expense Federal $ 840 $ 2,052 $ 419 State 6,225 3,892 1,260 Foreign 12,821 8,406 9,123 Total current expense 19,886 14,350 10,802 Deferred benefit Federal 3,153 (16,204 ) (54,550 ) State 4,162 (364 ) (5,805 ) Foreign (7,456 ) (8,373 ) (6,138 ) Total deferred benefit (141 ) (24,941 ) (66,493 ) Total provision for (benefit from) income taxes $ 19,745 $ (10,591 ) $ (55,691 ) |
Schedule of Effective Income Tax Rate Reconciliation | 2018 % 2017 % 2016 % Income tax at Cayman Islands statutory rate 0.0 0.0 0.0 State income taxes, net of U.S. federal benefit (37.1 ) (0.8 ) 1.9 Expense from different foreign tax rates 24.9 37.5 34.1 Change in valuation allowance (428.8 ) (13.8 ) 10.2 Nondeductible expenses 31.6 (4.8 ) (9.7 ) Tax Act (42.5 ) (8.9 ) - Other 27.2 (1.3 ) (0.4 ) Effective tax rate (424.7 )% 7.9 % 36.1 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax components consisted of the following at December 31, 2018 and 2017: (in thousands) 2018 2017 Deferred tax assets Net operating loss carryforwards $ 33,283 $ 41,303 Allowance for doubtful accounts 1,672 915 Accrued expenses 4,027 2,899 Deferred interest 56,966 51,817 Deferred revenue 2,606 2,537 Transaction costs 2,208 2,218 Tax credits 4,679 5,750 Fixed Assets 1,532 - Other 6,369 6,143 Total deferred tax assets 113,342 113,582 Valuation allowance (67,864 ) (46,666 ) Net deferred tax assets 45,478 66,916 Deferred tax liabilities Capitalized software development costs (4,445 ) (4,410 ) Fixed assets - (13 ) Goodwill and intangible assets (92,407 ) (113,246 ) Deferred financing costs (8,413 ) (10,304 ) Other (5,411 ) (1,560 ) Total deferred tax liabilities (110,676 ) (129,533 ) Net deferred tax liability $ (65,198 ) $ (62,617 ) Disclosed as Deferred tax asset - long-term $ 4,034 $ - Deferred tax liability - long-term (69,232 ) (62,617 ) Net deferred tax liability - long-term $ (65,198 ) $ (62,617 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table presents changes in unrecognized tax benefits for the years ended December 31, 2018, 2017, and 2016: (in thousands) 2018 2017 2016 Beginning balance $ 3,736 $ 2,944 $ 2,634 Additions based on tax provisions related to the current year - 903 210 Additions based on tax positions related to prior years 2,078 - 100 Reductions to tax positions of prior years - (111 ) - Reductions for expiration of statute of limitations (399 ) - - Settlements - - - Ending balance $ 5,415 $ 3,736 $ 2,944 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases at December 31, 2018 are as follows: (in thousands) Operating Leases 2019 $ 16,288 2020 15,682 2021 13,416 2022 12,494 2023 8,806 Thereafter 27,773 Total future minimum payments $ 94,459 |
Unrecorded Unconditional Purchase Obligations Disclosure | The Company entered into agreements with various vendors in the ordinary course of business. As of December 31, 2018, the minimum required payments in future years under these arrangements are as follows: (in thousands) Commitments Year ended December 31, 2019 $ 13,259 2020 10,465 2021 2,908 2022 3 2023 - Thereafter - $ 26,635 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | Revenue by geography is based on the location of the subsidiary that executed the customer contract. The following table lists revenue for the years ended December 31, 2018, 2017 and 2016 by geographic region: (in thousands) 2018 2017 2016 Revenue: Americas - U.S. $ 436,152 $ 410,621 $ 316,177 Rest of Americas 64,490 51,650 29,891 EMEA 197,467 144,127 110,225 APAC 32,264 25,239 11,479 $ 730,373 $ 631,637 $ 467,772 |
Long-lived Assets by Geographic Areas | The following table lists long-lived assets, net of amortization, as of December 31, 2018 and 2017 by geographic region: (in thousands) 2018 2017 Long-lived assets, net Americas - U.S. $ 1,101,919 $ 1,141,210 Rest of Americas 130,797 145,837 EMEA 354,886 336,937 APAC 30,299 29,816 $ 1,617,901 $ 1,653,800 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts and Deferred Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule of Allowance for Doubtful Accounts and Deferred Tax Assets | The allowance for doubtful accounts and deferred tax assets for the years ended December 31, 2018, 2017 and 2016 is as follows: (in thousands) Balance at Beginning of Year Amounts Charged to Costs or Expense Additions (Deductions) Balance at End of Year Allowance for doubtful accounts: Year Ended December 31, 2016 $ 1,248 $ 2,572 $ (1,215 ) $ 2,605 Year Ended December 31, 2017 2,605 3,493 (796 ) 5,302 Year Ended December 31, 2018 5,302 4,409 (1,558 ) 8,153 Allowance for deferred tax assets: Year Ended December 31, 2016 $ 19,017 $ (15,315 ) $ (265 ) $ 3,437 Year Ended December 31, 2017 3,437 34,770 8,459 46,666 Year Ended December 31, 2018 46,666 8,838 12,361 67,865 |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following presents quarterly financial data including the impact of the adoption of the new revenue recognition accounting standard in 2018 (see Note 2. Summary of Significant Accounting Policies, of the notes to the consolidated financial statements for further details) for the years ended December 31, 2018 and 2017: 2018 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 179,293 $ 187,475 $ 177,236 $ 186,369 Gross profit 115,015 120,718 108,059 119,789 Income (loss) before income taxes (18,124 ) 18,045 (3,114 ) (1,456 ) Net loss (442 ) (6,583 ) (6,184 ) (11,184 ) Loss per share: Basic and diluted (0.00 ) (0.05 ) (0.05 ) (0.08 ) 2017 (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 145,818 $ 157,131 $ 159,729 $ 168,959 Gross profit 100,752 107,913 106,442 115,694 Loss before income taxes (30,047 ) (26,379 ) (60,062 ) (17,145 ) Net loss (22,993 ) (19,148 ) (46,409 ) (34,492 ) Loss per share: Basic and diluted (0.82 ) (0.63 ) (0.38 ) (0.28 ) |
Business (Details Textual)
Business (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 07, 2017 | Sep. 30, 2018 | Jun. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||
Conversion of Stock, Shares Converted | 82,075,873 | |||||
Repayments of Lines of Credit | $ 0 | $ 38,475 | $ 0 | |||
Common Stock, Shares, Outstanding | 120,512,402 | 132,716,541 | 122,634,922 | 28,369,644 | ||
Class of Warrant or Right, Outstanding | 24,375,596 | |||||
Number Of Shares Conversion Converted Warrant Exchange | 6,342,989 | |||||
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 | |||||
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 | |||||
Controlled Company [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 38.00% | |||||
Parent [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 82,075,873 | |||||
Conversion of Stock, Shares Converted | 82,075,873 | |||||
Common Stock, Shares, Outstanding | 120,512,402 | |||||
Class of Warrant or Right, Outstanding | 1,969,841 | |||||
Ownership Percentage Of Issued And Outstanding Shares | 68.00% | |||||
Contribution of Convertible Preferred Equity Certificates in connection with Transactions | $ 450,500 | |||||
Number of Additional Shares to be Issued | 2,000,000 | |||||
2016 Second Lien Credit Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Repayments of Lines of Credit | $ 294,000 | |||||
Line of Credit Facility, Commitment Fee Percentage | 1.00% | |||||
Capitol Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of Stock, Shares Converted | 490,078 | |||||
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_4
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating costs and expenses: | |||||||||||
Sales and marketing | $ 116,095 | $ 114,750 | $ 92,594 | ||||||||
Operating income | 69,616 | 38,031 | (19,645) | ||||||||
Net loss | $ (11,184) | $ (6,184) | $ (6,583) | $ (442) | $ (34,492) | $ (46,409) | $ (19,148) | $ (22,993) | (24,394) | (123,042) | (98,412) |
Comprehensive loss | (57,238) | $ (84,251) | $ (157,341) | ||||||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||||||||
Operating costs and expenses: | |||||||||||
Sales and marketing | 116,394 | ||||||||||
Operating income | 69,915 | ||||||||||
Net loss | (24,095) | ||||||||||
Comprehensive loss | (56,939) | ||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||||||||||
Operating costs and expenses: | |||||||||||
Sales and marketing | (299) | ||||||||||
Operating income | (299) | ||||||||||
Net loss | (299) | ||||||||||
Comprehensive loss | $ (299) |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid expenses and other current assets | $ 22,824 | $ 19,896 | ||
Total current assets | 248,475 | 281,558 | ||
Other assets | 7,652 | 7,528 | ||
Total assets | 1,866,376 | 1,935,358 | ||
Deferred tax liability | 69,232 | 62,617 | ||
Total liabilities | 1,578,059 | 1,618,989 | ||
Accumulated other comprehensive loss | (68,941) | (35,111) | ||
Accumulated deficit | (439,977) | (420,345) | ||
Total stockholders' equity | 288,317 | 316,369 | $ (359,754) | $ (206,677) |
Total liabilities and stockholders' equity | 1,866,376 | $ 1,935,358 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||
Prepaid expenses and other current assets | 18,358 | |||
Total current assets | 244,009 | |||
Other assets | 4,971 | |||
Total assets | 1,859,229 | |||
Deferred tax liability | 67,220 | |||
Total liabilities | 1,576,047 | |||
Accumulated other comprehensive loss | (67,955) | |||
Accumulated deficit | (446,098) | |||
Total stockholders' equity | 283,182 | |||
Total liabilities and stockholders' equity | 1,859,229 | |||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||
Prepaid expenses and other current assets | 4,466 | |||
Total current assets | 4,466 | |||
Other assets | 2,681 | |||
Total assets | 7,147 | |||
Deferred tax liability | 2,012 | |||
Total liabilities | 2,012 | |||
Accumulated other comprehensive loss | (986) | |||
Accumulated deficit | 6,121 | |||
Total stockholders' equity | 5,135 | |||
Total liabilities and stockholders' equity | $ 7,147 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018 | Mar. 31, 2018 | Jun. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Common Stock, Shares, Outstanding | 132,716,541 | 120,512,402 | 132,716,541 | 122,634,922 | 28,369,644 | ||
Allowance for Doubtful Accounts Receivable, Current | $ 8.2 | $ 8.2 | $ 5.3 | ||||
Amortization of software development costs | 15.2 | 12.4 | $ 12.6 | ||||
Investments in and Advances to Affiliates, at Fair Value | 3 | 3 | 4.2 | ||||
Advertising Expense | $ 6.6 | $ 5.9 | $ 7 | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | |||||
Conversion of Stock, Shares Converted | 82,075,873 | ||||||
Other than Temporary Impairment Losses, Investments | 1.1 | $ 1.1 | |||||
Standard Credit Payment Term | 30 days | ||||||
Revenue, Remaining Performance Obligation, Amount | 140.8 | $ 140.8 | |||||
Capitalized Contract Cost, Gross | 7.1 | 7.1 | |||||
Capitalized Contract Cost, Accumulated Amortization | $ 4.5 | $ 4.5 | |||||
Revenue, Remaining Performance Obligation, Percentage | 99.20% | 99.20% | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 5.8 | ||||||
Liability, Defined Benefit Pension Plan, Noncurrent | $ 3.3 | $ 3.3 | $ 3.6 | ||||
Sales Revenue, Net [Member] | |||||||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% | ||||
Accounts Receivable [Member] | |||||||
Concentration Risk, Percentage | 10.00% | 10.00% | |||||
Scenario, Plan [Member] | |||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||||
Minimum [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||
Maximum [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||
Software and Software Development Costs [Member] | |||||||
Property, Plant and Equipment, Useful Life | 2 years | ||||||
Software and Computer and Office Equipment [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Software and Computer and Office Equipment [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||
Accounting Standards Update 2016-16 [Member] | |||||||
Cumulative Effect on Retained Earnings, Net of Tax | $ 1.1 | ||||||
Parent [Member] | |||||||
Common Stock, Shares, Outstanding | 120,512,402 | ||||||
Conversion of Stock, Shares Converted | 82,075,873 |
Business Combinations and Dis_3
Business Combinations and Dispositions (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 23, 2018 | Dec. 31, 2017 | Dec. 19, 2017 | Jun. 22, 2017 | Mar. 27, 2017 | Dec. 31, 2016 | Jun. 16, 2016 |
Goodwill | $ 1,171,859 | $ 1,136,403 | $ 1,079,518 | |||||
PR Newswire [Member] | ||||||||
Cash and cash equivalents | $ 9,071 | |||||||
Accounts receivable, net | 42,869 | |||||||
Prepaid and other assets | 18,430 | |||||||
Property, equipment and software, net | 18,917 | |||||||
Investment in unconsolidated affiliate | 5,376 | |||||||
Goodwill | 537,218 | |||||||
Total assets acquired | 1,055,761 | |||||||
Accounts payable and accrued liabilities | (41,961) | |||||||
Deferred revenue | (37,310) | |||||||
Deferred taxes | (133,725) | |||||||
Total liabilities assumed | (212,996) | |||||||
Net assets acquired | 842,765 | |||||||
PR Newswire [Member] | Brand [Member] | ||||||||
Finite-Lived Intangible Assets | 349,120 | |||||||
PR Newswire [Member] | Customer Relationships [Member] | ||||||||
Finite-Lived Intangible Assets | 48,820 | |||||||
PR Newswire [Member] | Purchased Technology [Member] | ||||||||
Finite-Lived Intangible Assets | $ 25,940 | |||||||
Bulletin Intelligence [Member] | ||||||||
Cash and cash equivalents | $ 11,457 | |||||||
Accounts receivable, net | 5,232 | |||||||
Prepaid and other assets | 216 | |||||||
Property, equipment and software, net | 704 | |||||||
Goodwill | 19,520 | |||||||
Total assets acquired | 76,579 | |||||||
Accounts payable and accrued liabilities | (3,481) | |||||||
Deferred revenue | (1,271) | |||||||
Total liabilities assumed | (4,752) | |||||||
Net assets acquired | 71,827 | |||||||
Bulletin Intelligence [Member] | Trade name [Member] | ||||||||
Finite-Lived Intangible Assets | 1,070 | |||||||
Bulletin Intelligence [Member] | Customer Relationships [Member] | ||||||||
Finite-Lived Intangible Assets | 28,870 | |||||||
Bulletin Intelligence [Member] | Purchased Technology [Member] | ||||||||
Finite-Lived Intangible Assets | $ 9,510 | |||||||
Argus [Member] | ||||||||
Cash and cash equivalents | $ 897 | |||||||
Accounts receivable, net | 12,543 | |||||||
Prepaid and other assets | 2,346 | |||||||
Property, equipment and software, net | 5,543 | |||||||
Goodwill | 5,092 | |||||||
Total assets acquired | 29,285 | |||||||
Accounts payable and accrued liabilities | (16,610) | |||||||
Deferred revenue | (4,627) | |||||||
Total liabilities assumed | (21,237) | |||||||
Net assets acquired | 8,048 | |||||||
Argus [Member] | Trade name [Member] | ||||||||
Finite-Lived Intangible Assets | 79 | |||||||
Argus [Member] | Customer Relationships [Member] | ||||||||
Finite-Lived Intangible Assets | 1,989 | |||||||
Argus [Member] | Purchased Technology [Member] | ||||||||
Finite-Lived Intangible Assets | $ 796 | |||||||
CEDROM [Member] | ||||||||
Cash and cash equivalents | $ 2,394 | |||||||
Accounts receivable, net | 2,955 | |||||||
Prepaid and other assets | 1,749 | |||||||
Property, equipment and software, net | 1,256 | |||||||
Goodwill | 16,642 | |||||||
Total assets acquired | 37,339 | |||||||
Accounts payable and accrued liabilities | (4,288) | |||||||
Deferred revenue | (3,709) | |||||||
Deferred taxes | (3,412) | |||||||
Total liabilities assumed | (11,409) | |||||||
Net assets acquired | 25,930 | |||||||
CEDROM [Member] | Trade name [Member] | ||||||||
Finite-Lived Intangible Assets | 1,061 | |||||||
CEDROM [Member] | Customer Relationships [Member] | ||||||||
Finite-Lived Intangible Assets | 3,517 | |||||||
CEDROM [Member] | Purchased Technology [Member] | ||||||||
Finite-Lived Intangible Assets | $ 7,765 | |||||||
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 | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 734,002 | $ 717,231 | $ 703,198 |
Net loss | $ (22,001) | $ (125,847) | $ (83,228) |
Net loss per share - basic and diluted | $ (0.17) | $ (1.66) | $ (2.93) |
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 | Jul. 31, 2016USD ($) | Jun. 16, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 22, 2017EUR (€) |
Proceeds from Divestiture of Businesses | $ 0 | $ 23,675 | $ 3,998 | |||||||||||
Deferred Tax Assets, Operating Loss Carryforwards | 33,283 | 41,303 | ||||||||||||
Gain (Loss) on Disposition of Business | 0 | 1,785 | 0 | |||||||||||
Increase (Decrease) in Accounts Receivable | 7,784 | 6,349 | 1,547 | |||||||||||
Sale of Agility [Member] | ||||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 4,300 | |||||||||||||
Goodwill, Period Increase (Decrease) | $ 2,000 | |||||||||||||
Vintage Corporate Filings Business [Member] | ||||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 26,600 | |||||||||||||
Proceeds from Divestiture of Businesses | 23,700 | |||||||||||||
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 | |||||||||||||
Goodwill, Period Increase (Decrease) | 2,000 | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 2,900 | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 4,300 | 400 | ||||||||||||
Bulletin Intelligence [Member] | Other Accrued Liabilities [Member] | ||||||||||||||
Business Combination, Contingent Consideration, Liability | 8,000 | |||||||||||||
Argus [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 6,800 | € 6 | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,200 | € 1.1 | ||||||||||||
Goodwill, Period Increase (Decrease) | 1,500 | |||||||||||||
Increase (Decrease) in Accounts Receivable | 200 | |||||||||||||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 1,300 | |||||||||||||
PR Newswire [Member] | ||||||||||||||
Business Combination, Acquisition Related Costs | 22,400 | |||||||||||||
Business Combination, Consideration Transferred | $ 842,800 | |||||||||||||
Payments to Acquire Businesses, Gross | 813,300 | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 40,000 | |||||||||||||
Deferred Tax Assets, Operating Loss Carryforwards | 16,700 | |||||||||||||
Deferred Tax Liabilities, Intangible Assets | 150,400 | |||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Revenue | 3,300 | |||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 2,600 | |||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 700 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 29,500 | |||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 165,100 | |||||||||||||
PR Newswire, Bulletin Intelligence and Argus [Member] | ||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 44,800 | $ 165,100 | ||||||||||||
CEDROM [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 25,900 | $ 33.1 | ||||||||||||
Prime [Member] | ||||||||||||||
Business Combination, Acquisition Related Costs | 2,300 | $ 3,100 | ||||||||||||
Business Combination, Consideration Transferred | $ 94,100 | € 75.7 | ||||||||||||
Payments to Acquire Businesses, Gross | $ 65,400 | € 53.1 | ||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 46,200 | |||||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 39,600 | |||||||||||||
Business Combination Purchase Price Arrangements And Acquired Description | 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. | 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. | ||||||||||||
Entity Number of Employees | 700 | 700 | ||||||||||||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Deferred Tax Liability | $ 2,400 |
Property, Equipment and Purch_3
Property, Equipment and Purchased Software (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment, Gross | $ 122,168 | $ 130,704 |
Less: Accumulated depreciation and amortization | (64,958) | (77,126) |
Property and equipment, net | 57,210 | 53,578 |
Purchased software, computer and office equipment [Member] | ||
Property, Plant and Equipment, Gross | 28,577 | 41,053 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment, Gross | 4,061 | 4,992 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Gross | 24,089 | 25,983 |
Equipment under capital lease obligations [Member] | ||
Property, Plant and Equipment, Gross | 689 | 1,059 |
Capitalized software development costs [Member] | ||
Property, Plant and Equipment, Gross | $ 64,752 | $ 57,617 |
Property, Equipment and Purch_4
Property, Equipment and Purchased Software (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation, Depletion and Amortization, Nonproduction | $ 29.7 | $ 25.7 | $ 25 |
Cost of Sales [Member] | |||
Depreciation, Depletion and Amortization, Nonproduction | 19.1 | 15.2 | 15.7 |
General and Administrative Expense [Member] | |||
Depreciation, Depletion and Amortization, Nonproduction | $ 10.6 | $ 10.5 | $ 9.3 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Beginning Balance | $ 1,136,403 | $ 1,079,518 | |
Other goodwill | [1] | 1,346 | 0 |
Effects of foreign currency | (25,043) | 28,146 | |
Ending Balance | 1,171,859 | 1,136,403 | |
Prime [Member] | |||
Acquisition | 57,465 | 0 | |
Purchase Price Allocation [Member] | |||
Purchase price allocation adjustments | 1,688 | 2,147 | |
Bulletin Intelligence [Member] | |||
Acquisition | 0 | 19,520 | |
Argus [Member] | |||
Acquisition | 0 | 5,092 | |
Vintage Corporate Filings Business [Member] | |||
Disposal of Vintage | 0 | (14,662) | |
CEDROM [Member] | |||
Acquisition | $ 0 | $ 16,642 | |
[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 | Dec. 31, 2018 | Dec. 31, 2017 |
Gross Carrying Amount | $ 839,823 | $ 806,274 |
Foreign Currency Translation | (34,518) | (19,267) |
Accumulated Amortization | (428,159) | (330,716) |
Net Carrying Amount | 377,146 | 456,291 |
Trade names and brand [Member] | ||
Gross Carrying Amount | 372,010 | 370,435 |
Foreign Currency Translation | (8,143) | (1,519) |
Accumulated Amortization | (115,954) | (75,273) |
Net Carrying Amount | 247,913 | 293,643 |
Customer relationships [Member] | ||
Gross Carrying Amount | 321,862 | 302,009 |
Foreign Currency Translation | (18,967) | (12,472) |
Accumulated Amortization | (203,031) | (168,460) |
Net Carrying Amount | 99,864 | 121,077 |
Purchased technology [Member] | ||
Gross Carrying Amount | 145,951 | 133,830 |
Foreign Currency Translation | (7,408) | (5,276) |
Accumulated Amortization | (109,174) | (86,983) |
Net Carrying Amount | $ 29,369 | $ 41,571 |
Goodwill and Intangibles (Det_3
Goodwill and Intangibles (Details 2) | 12 Months Ended |
Dec. 31, 2018 | |
Trade names and brand [Member] | |
Weighted average useful life | 11 years 9 months 18 days |
Customer relationships [Member] | |
Weighted average useful life | 6 years 6 months |
Purchased technology [Member] | |
Weighted average useful life | 3 years 4 months 24 days |
Goodwill and Intangibles (Det_4
Goodwill and Intangibles (Details 3) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
2,019 | $ 85,445 | |
2,020 | 62,675 | |
2,021 | 51,277 | |
2,022 | 38,218 | |
2,023 | 28,369 | |
Thereafter | 111,162 | |
Total | $ 377,146 | $ 456,291 |
Goodwill and Intangibles (Det_5
Goodwill and Intangibles (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization of Intangible Assets | $ 80,815 | $ 89,159 | $ 77,058 |
Amortization of Intangible Assets included in General and Administrative Expense | 80,800 | 89,200 | 77,100 |
Cost of Sales [Member] | |||
Amortization of Intangible Assets | $ 23,300 | $ 24,600 | $ 24,900 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Unamortized debt discount and issuance costs, Short Term | $ 0 | $ 0 |
Balances, Short Term | 13,210 | 13,349 |
Unamortized debt discount and issuance costs, Long Term | (35,493) | (52,141) |
Total credit facilities, Long Term | 1,205,760 | 1,266,121 |
Unamortized debt discount and issuance costs, Total | (35,493) | (52,141) |
Balances, Total | 1,218,970 | 1,279,470 |
2017 First Lien Credit Facility [Member] | ||
Short Term | 13,210 | 13,349 |
Long Term | 1,241,253 | 1,318,262 |
Total | $ 1,254,463 | $ 1,331,611 |
Debt (Details 1)
Debt (Details 1) - Convertible Preferred Stock [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Balance at Beginning | $ 443,102 | $ 264,497 |
Issued | 6,902 | 165,525 |
Yield accreted | 3,978 | 13,934 |
Yield paid | (3,557) | (854) |
Converted to equity upon merger with Capitol | (450,425) | |
Balance at Ending | $ 0 | $ 443,102 |
Debt (Details 2)
Debt (Details 2) $ in Thousands | Dec. 31, 2018USD ($) |
Year ended December 31, | |
2,019 | $ 13,210 |
2,020 | 13,210 |
2,021 | 13,210 |
2,022 | 13,210 |
2,023 | 13,210 |
Thereafter | 1,188,413 |
Long-term Debt, Gross | $ 1,254,463 |
Debt (Details 3)
Debt (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accretion of debt discount and deferred financing costs | $ 11,951 | $ 14,275 | $ 13,445 |
Accretion of Convertible Preferred Equity Certificates due to Cision Owner | 0 | 1,838 | 10,500 |
Yield on Convertible Preferred Equity Certificates due to Cision Owner | 0 | 2,140 | 3,433 |
Commitment fees and other | 1,258 | 1,126 | 1,491 |
Total interest expense | 78,014 | 116,466 | 117,997 |
First Lien Credit Facility [Member] | |||
Interest Expense, Debt | 64,805 | 74,833 | 56,352 |
Secound Lien Credit Facility [Member] | |||
Interest Expense, Debt | 0 | 20,857 | 29,408 |
Revolving Credit Facility [Member] | |||
Interest Expense, Debt | 0 | 1,397 | 1,198 |
Note Purchase Agreement [Member] | |||
Interest Expense, Debt | $ 0 | $ 0 | $ 2,170 |
Debt (Details Textual)
Debt (Details Textual) $ in Thousands, € in Millions | Feb. 08, 2018USD ($) | Oct. 22, 2018USD ($) | Dec. 14, 2017USD ($) | Aug. 04, 2017USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | Dec. 28, 2018USD ($) | Aug. 04, 2017EUR (€) | Dec. 31, 2015USD ($) |
Repayments of Lines of Credit | $ 0 | $ 38,475 | $ 0 | |||||||||
Gain (Loss) on Extinguishment of Debt | $ 2,400 | $ 7,000 | (9,424) | (51,872) | (23,591) | |||||||
Line of Credit Facility, Increase (Decrease), Net | 100 | 300 | ||||||||||
Proceeds from Contributed Capital | 29,500 | |||||||||||
Long-term Debt, Gross | 1,254,463 | |||||||||||
Amortization of Debt Issuance Costs | $ 2,000 | $ 2,300 | ||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||
Debt Issuance Costs, Net | $ 600 | |||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 1,100 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.75% | |||||||||||
Debt Instrument, Face Amount | $ 35,000 | |||||||||||
Long-term Debt, Gross | $ 39,100 | |||||||||||
Repayments of Notes Payable | 41,200 | |||||||||||
2017 First Lien Credit Facility [Member] | ||||||||||||
Line of Credit | 1,254,463 | 1,331,611 | ||||||||||
Line Of Credit, Incremental Borrowings | $ 131,200 | $ 25,000 | ||||||||||
Line of Credit Facility, Interest Rate Description | 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 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%. | 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. | |||||||||
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 | |||||||||||
Proceeds from Sale of Restricted Investments | 305,200 | |||||||||||
2017 First Lien Credit Facility [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||||
Lines of Credit, Fair Value Disclosure | 1,210,500 | 1,347,300 | ||||||||||
2017 Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | |||||||||||
Line of Credit Facility, Interest Rate Description | 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 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate each by 0.50%. | 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. | |||||||||
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 | |||||||||||
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.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. | |||||||||||
Line of Credit Facility, Interest Rate at Period End | 5.55% | |||||||||||
Debt Instrument, Periodic Payment | $ 2,600 | |||||||||||
Line of Credit Facility, Increase (Decrease), Net | $ 75,000 | |||||||||||
2017 First Lien Dollar Term Credit Facility [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |||||||||||
2017 First Lien Dollar Term Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | |||||||||||
2017 First Lien Euro Term Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 250 | |||||||||||
Line of Credit Facility, Interest Rate at Period End | 3.00% | 4.25% | ||||||||||
Debt Instrument, Periodic Payment | € | € 0.6 | |||||||||||
2017 First Lien Term Credit Facility [Member] | ||||||||||||
Write off of Deferred Debt Issuance Cost | $ 1,900 | |||||||||||
Line of Credit Facility, Expiration Date | Jun. 16, 2023 | |||||||||||
Convertible Preferred Stock [Member] | ||||||||||||
Preferred Stock, Redemption Amount | 40,000 | |||||||||||
Preferred Stock, Accretion of Redemption Discount | $ 10,500 |
Stockholders' Equity and Equi_3
Stockholders' Equity and Equity-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation | $ 5,267 | $ 4,138 | $ 5,302 |
Cost of revenue [Member] | |||
Share-based Compensation | 494 | 337 | 277 |
Selling and marketing [Member] | |||
Share-based Compensation | 598 | 280 | 255 |
R&D [Member] | |||
Share-based Compensation | 584 | 319 | 551 |
G&A [Member] | |||
Share-based Compensation | $ 3,591 | $ 3,202 | $ 4,219 |
Stockholders' Equity and Equi_4
Stockholders' Equity and Equity-Based Compensation (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
Expected term (years) | 6 years 3 months 18 days |
Dividend yield | 0.00% |
Maximum [Member] | |
Stock price volatility | 50.00% |
Risk-free interest rate | 2.89% |
Minimum [Member] | |
Stock price volatility | 38.00% |
Risk-free interest rate | 2.34% |
Stockholders' Equity and Equi_5
Stockholders' Equity and Equity-Based Compensation (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Options outstanding | 691,500 | 0 | |
Granted | 2,130,000 | 691,500 | |
Exercised | 0 | 0 | |
Forfeited | (709,000) | 0 | |
Options outstanding | 2,112,500 | 691,500 | |
Options vested number of options | 138,000 | ||
Weighted-Average Exercise Price per Share Options outstanding | $ 12.78 | $ 0 | |
Granted | 15.05 | 12.78 | |
Exercised | 0 | 0 | |
Forfeited | 14.68 | 0 | |
Options vested weighted average exercise price per share | 12.78 | ||
Weighted-Average Exercise Price per Share Options outstanding | $ 14.43 | $ 12.78 | |
Granted | 0 years | 0 years | |
Options vested weighted average remaining contractual term | 8 years 8 months 12 days | ||
Weighted-Average Remaining Contractual Term Options outstanding | 9 years 3 months 18 days | 9 years 8 months 12 days | |
Aggregate Intrinsic Value Options outstanding | $ 0 | $ 0 | $ 0 |
Options vested aggregate value | $ 0 |
Stockholders' Equity and Equi_6
Stockholders' Equity and Equity-Based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted stock units outstanding | 34,945 | 0 |
Granted | 472,560 | 34,945 |
Vested | (3,361) | 0 |
Forfeited | (177,750) | 0 |
Restricted stock units outstanding | 326,394 | 34,945 |
Weighted-Average Grant Date Fair Value Restricted stock units outstanding | $ 12.40 | $ 0 |
Granted | 15.29 | 12.40 |
Vested | 11.80 | 0 |
Forfeited | 14.79 | 0 |
Weighted-Average Grant Date Fair Value Restricted stock units outstanding | $ 15.28 | $ 12.40 |
Stockholders' Equity and Equi_7
Stockholders' Equity and Equity-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 17, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 480,000,000 | 480,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 13,500,000 | ||
Contribution Of Salary Under Epp Plan Per Employee Percent | 10.00% | ||
Contribution Under Epp Plan Per Employee Value | $ 5,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 7 months 6 days | ||
Omnibus Incentive Plan 2017 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,100,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Benefit obligation opening balance | $ 12,434 | $ 11,412 |
Service cost | 208 | 209 |
Interest cost | 417 | 475 |
Participant contributions | 27 | 29 |
Actuarial gain (loss) | (777) | 229 |
Benefits paid | (569) | (718) |
Foreign currency translation | (925) | 798 |
Benefit obligation closing balance | 10,815 | 12,434 |
Fair value of plan assets opening balance | 10,690 | 8,937 |
Return on plan assets | (398) | 1,250 |
Employer contributions | 584 | 538 |
Participant contributions | 27 | 29 |
Benefits paid | (569) | (718) |
Currency translation | (807) | 654 |
Fair value of plan assets Ending balance | $ 9,527 | $ 10,690 |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discount rate | 3.90% | 3.50% |
Rate of compensation increase | 3.50% | 3.50% |
Expected return on plan assets | 2.25% | 2.00% |
Employee Benefit Plans (Detai_3
Employee Benefit Plans (Details 2) $ in Thousands | Dec. 31, 2018USD ($) |
Projected company contributions for 2019 | $ 0 |
Expected benefit payments for year ended December 31, | |
2,019 | 413 |
2,020 | 407 |
2,021 | 413 |
2,022 | 410 |
2,023 | 432 |
Thereafter | $ 2,506 |
Employee Benefit Plans (Detai_4
Employee Benefit Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Contribution Plan, Cost | $ 6 | $ 6.2 | $ 4.4 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | 0.5 | 0.7 | |
Liability, Defined Benefit Plan, Noncurrent | 3.3 | 1.8 | |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax | $ 0.2 | $ 1.8 |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliate (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2016 | |
Equity Method Investment, Ownership Percentage | 50.00% | |||
Other than Temporary Impairment Losses, Investments | $ 1.1 | $ 1.1 | ||
Investments in and Advances to Affiliates, at Fair Value | $ 3 | 3 | $ 4.2 | |
PR Newswire And ANPps [Member] | ||||
Income (Loss) from Equity Method Investments | $ 0.5 | $ 0.4 |
Net Loss Per share (Details)
Net Loss Per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net loss | $ (11,184) | $ (6,184) | $ (6,583) | $ (442) | $ (34,492) | $ (46,409) | $ (19,148) | $ (22,993) | $ (24,394) | $ (123,042) | $ (98,412) |
Denominator: | |||||||||||
Weighted-average shares outstanding - basic and diluted | 128,819,858 | 75,696,880 | 28,369,644 | ||||||||
Net loss per share - basic and diluted | $ (0.08) | $ (0.05) | $ (0.05) | $ 0 | $ (0.28) | $ (0.38) | $ (0.63) | $ (0.82) | $ (0.19) | $ (1.63) | $ (3.47) |
Net Loss Per share (Details Tex
Net Loss Per share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 989,980 | 989,980 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. | $ (14,671) | $ (134,132) | $ (140,443) | ||||||||
Foreign | 10,022 | 499 | (13,660) | ||||||||
Total loss before income taxes | $ (1,456) | $ (3,114) | $ 18,045 | $ (18,124) | $ (17,145) | $ (60,062) | $ (26,379) | $ (30,047) | $ (4,649) | $ (133,633) | $ (154,103) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current expense | |||
Federal | $ 840 | $ 2,052 | $ 419 |
State | 6,225 | 3,892 | 1,260 |
Foreign | 12,821 | 8,406 | 9,123 |
Total current expense | 19,886 | 14,350 | 10,802 |
Deferred benefit | |||
Federal | 3,153 | (16,204) | (54,550) |
State | 4,162 | (364) | (5,805) |
Foreign | (7,456) | (8,373) | (6,138) |
Total deferred benefit | (141) | (24,941) | (66,493) |
Total provision for (benefit from) income taxes | $ 19,745 | $ (10,591) | $ (55,691) |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income tax at Cayman Islands statutory rate | 0.00% | 0.00% | 0.00% |
State income taxes, net of U.S. federal benefit | (37.10%) | (0.80%) | 1.90% |
Expense from different foreign tax rates | 24.90% | 37.50% | 34.10% |
Change in valuation allowance | (428.80%) | (13.80%) | 10.20% |
Nondeductible expenses | 31.60% | (4.80%) | (9.70%) |
Tax Act | (42.50%) | (8.90%) | 0.00% |
Other | 27.20% | (1.30%) | (0.40%) |
Effective tax rate | (424.70%) | 7.90% | 36.10% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 33,283 | $ 41,303 |
Allowance for doubtful accounts | 1,672 | 915 |
Accrued expenses | 4,027 | 2,899 |
Deferred interest | 56,966 | 51,817 |
Deferred revenue | 2,606 | 2,537 |
Transaction costs | 2,208 | 2,218 |
Tax credits | 4,679 | 5,750 |
Fixed assets | 1,532 | 0 |
Other | 6,369 | 6,143 |
Total deferred tax assets | 113,342 | 113,582 |
Valuation allowance | (67,864) | (46,666) |
Net deferred tax assets | 45,478 | 66,916 |
Deferred tax liabilities | ||
Capitalized software development costs | (4,445) | (4,410) |
Fixed assets | 0 | (13) |
Goodwill and intangible assets | (92,407) | (113,246) |
Deferred financing costs | (8,413) | (10,304) |
Other | (5,411) | (1,560) |
Total deferred tax liabilities | (110,676) | (129,533) |
Net deferred tax liability | (65,198) | (62,617) |
Disclosed as | ||
Deferred tax asset - long-term | 4,034 | 0 |
Deferred tax liability - long-term | (69,232) | (62,617) |
Net deferred tax liability - long-term | $ (65,198) | $ (62,617) |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Beginning balance | $ 3,736 | $ 2,944 | $ 2,634 |
Additions based on tax provisions related to the current year | 0 | 903 | 210 |
Additions based on tax positions related to prior years | 2,078 | 0 | 100 |
Reductions to tax positions of prior years | 0 | (111) | 0 |
Reductions for expiration of statute of limitations | (399) | 0 | 0 |
Settlements | 0 | 0 | 0 |
Ending balance | $ 5,415 | $ 3,736 | $ 2,944 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 01, 2018 | |
Provisional Amount Of Expense | $ 11,900 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | ||
Effective Income Tax Rate Reconciliation, International Income Tax Rate, Percent | 0.00% | 0.00% | 0.00% | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 400 | |||
Income (Loss) from Undistributed Foreign Subsidiaries, Tax Expense (Benefit) | $ 51,800 | |||
Tax Credit Carryforward, Amount | $ 1,400 | |||
Operating Loss Carryforwards, Limitations on Use | Based on the purchase price for the U.S. companies, the limitations imposed under Section 382 will not preclude the Company from realizing these NOLs. | |||
Liability for Uncertainty in Income Taxes, Noncurrent | $ 5,400 | 3,700 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 1,000 | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 5,700 | |||
Deferred Tax Assets, Tax Credit Carryforwards | 4,679 | 5,750 | ||
Increase in Unrecognized Tax Benefits is Reasonably Possible | $ 4,400 | |||
Maximum [Member] | ||||
Operating loss carryforwards, Expiration date | Dec. 31, 2037 | |||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2033 | |||
Minimum [Member] | ||||
Operating loss carryforwards, Expiration date | Dec. 31, 2032 | |||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2025 | |||
Canadian subsidiaries [Member] | ||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 6,200 | 6,200 | ||
Income tax expense relating to tax withholding | 1,800 | 1,800 | ||
Additional Tax Withholding due to Global Intangible Lowtaxed Income | 500 | |||
Domestic Tax Authority [Member] | ||||
Net operating loss | 6,100 | |||
Tax Credit Carryforward, Amount | 2,400 | |||
Foreign Tax Authority [Member] | ||||
Net operating loss | 127,800 | |||
Operating Loss Carryforwards, Valuation Allowance | 32,200 | 19,200 | ||
State and Local Jurisdiction [Member] | ||||
Net operating loss | $ 36,300 | |||
Treasury Department [Member] | ||||
Deferred Tax Assets, Tax Credit Carryforwards | $ 2,030 | |||
Cayman Islands Tax Information Authority [Member] | ||||
Effective Income Tax Rate Reconciliation, International Income Tax Rate, Percent | 0.00% | |||
Internal Revenue Service (IRS) [Member] | ||||
Operating Loss Carryforwards, Valuation Allowance | $ 35,600 | 26,800 | ||
United kingdom tax authority [Member] | ||||
Operating Loss Carryforwards, Valuation Allowance | $ 700 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 0.3 | $ 0.6 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2018USD ($) |
2,019 | $ 16,288 |
2,020 | 15,682 |
2,021 | 13,416 |
2,022 | 12,494 |
2,023 | 8,806 |
Thereafter | 27,773 |
Total future minimum payments | $ 94,459 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) $ in Thousands | Dec. 31, 2018USD ($) |
Year ended December 31, | |
2,019 | $ 13,259 |
2,020 | 10,465 |
2,021 | 2,908 |
2,022 | 3 |
2,023 | 0 |
Thereafter | 0 |
Purchase Obligation | $ 26,635 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Operating Leases, Rent Expense | $ 19 | $ 16.8 | $ 13.9 |
Letter of Credit [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Letters of Credit Outstanding, Amount | 1.5 | 1.3 | |
Other Liabilities [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred Rent Credit | $ 11.9 | $ 10.2 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 186,369 | $ 177,236 | $ 187,475 | $ 179,293 | $ 168,959 | $ 159,729 | $ 157,131 | $ 145,818 | $ 730,373 | $ 631,637 | $ 467,772 |
Americas - U.S. [Member] | |||||||||||
Revenue | 436,152 | 410,621 | 316,177 | ||||||||
Rest of Americas [Member] | |||||||||||
Revenue | 64,490 | 51,650 | 29,891 | ||||||||
EMEA [Member] | |||||||||||
Revenue | 197,467 | 144,127 | 110,225 | ||||||||
APAC [Member] | |||||||||||
Revenue | $ 32,264 | $ 25,239 | $ 11,479 |
Segment and Geographic Inform_4
Segment and Geographic Information (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-lived assets, net | $ 1,617,901 | $ 1,653,800 |
Americas - U.S. [Member] | ||
Long-lived assets, net | 1,101,919 | 1,141,210 |
Rest of Americas [Member] | ||
Long-lived assets, net | 130,797 | 145,837 |
EMEA [Member] | ||
Long-lived assets, net | 354,886 | 336,937 |
APAC [Member] | ||
Long-lived assets, net | $ 30,299 | $ 29,816 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) $ in Thousands, € in Millions, shares in Millions | Feb. 08, 2018USD ($) | Jan. 23, 2019USD ($)shares | Jan. 22, 2019USD ($) | Jan. 11, 2019USD ($) | Jan. 03, 2019USD ($)shares | Jan. 03, 2019EUR (€)shares | Oct. 22, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 03, 2019EUR (€) |
Line of Credit Facility, Increase (Decrease), Net | $ 100 | $ 300 | |||||||||
Proceeds from Divestiture of Businesses | $ 0 | $ 23,675 | $ 3,998 | ||||||||
Subsequent Event [Member] | |||||||||||
Business Combination, Consideration Transferred | $ 4,000 | ||||||||||
Proceeds from Divestiture of Businesses | $ 49,300 | ||||||||||
Subsequent Event [Member] | Falcon [Member] | |||||||||||
Business Combination, Consideration Transferred | $ 61,700 | € 54.1 | |||||||||
Payments to Acquire Businesses, Gross | $ 120,100 | € 105.2 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 5.1 | 5.1 | |||||||||
Entity Number of Employees | 250 | 250 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 58,400 | € 51.1 | |||||||||
Subsequent Event [Member] | Trendkite [Member] | |||||||||||
Business Combination, Consideration Transferred | $ 222,400 | ||||||||||
Payments to Acquire Businesses, Gross | $ 94,100 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 10.3 | ||||||||||
Entity Number of Employees | 250 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 128,300 | ||||||||||
Subsequent Event [Member] | Trendkite [Member] | Restricted Stock [Member] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 0.2 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 2,600 | ||||||||||
Subsequent Event [Member] | 2017 First Lien Credit Facility [Member] | |||||||||||
Line of Credit Facility, Increase (Decrease), Net | $ 75,000 | ||||||||||
Subsequent Event [Member] | 2016 Revolving Credit Facility [Member] | Falcon [Member] | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 40,000 |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts and Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule, 12-09, Allowance, Credit Loss [Member] | |||
Valuation Allowances and Reserves, Balance | $ 5,302 | $ 2,605 | $ 1,248 |
SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense | 4,409 | 3,493 | 2,572 |
SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease) | (1,558) | (796) | (1,215) |
Valuation Allowances and Reserves, Balance | 8,153 | 5,302 | 2,605 |
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] | |||
Valuation Allowances and Reserves, Balance | 46,666 | 3,437 | 19,017 |
SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense | 8,838 | 34,770 | (15,315) |
SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease) | 12,361 | 8,459 | (265) |
Valuation Allowances and Reserves, Balance | $ 67,865 | $ 46,666 | $ 3,437 |
Quarterly Financial Informati_3
Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 186,369 | $ 177,236 | $ 187,475 | $ 179,293 | $ 168,959 | $ 159,729 | $ 157,131 | $ 145,818 | $ 730,373 | $ 631,637 | $ 467,772 |
Gross profit | 119,789 | 108,059 | 120,718 | 115,015 | 115,694 | 106,442 | 107,913 | 100,752 | 463,581 | 430,801 | 305,189 |
Income (loss) before income taxes | (1,456) | (3,114) | 18,045 | (18,124) | (17,145) | (60,062) | (26,379) | (30,047) | (4,649) | (133,633) | (154,103) |
Net loss | $ (11,184) | $ (6,184) | $ (6,583) | $ (442) | $ (34,492) | $ (46,409) | $ (19,148) | $ (22,993) | $ (24,394) | $ (123,042) | $ (98,412) |
Loss per share: | |||||||||||
Basic and diluted | $ (0.08) | $ (0.05) | $ (0.05) | $ 0 | $ (0.28) | $ (0.38) | $ (0.63) | $ (0.82) | $ (0.19) | $ (1.63) | $ (3.47) |