Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CISION LTD. | |
Entity Central Index Key | 0001701040 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | CISN | |
Entity Common Stock, Shares Outstanding | 148,351,227 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 82,913 | $ 104,769 |
Accounts receivable, net | 140,024 | 120,882 |
Prepaid expenses and other current assets | 32,311 | 22,824 |
Total current assets | 255,248 | 248,475 |
Property and equipment, net | 60,496 | 57,210 |
Other intangible assets, net | 427,393 | 377,146 |
Goodwill | 1,426,470 | 1,171,859 |
Operating lease right-to-use assets | 65,737 | 0 |
Deferred tax asset | 4,101 | 4,034 |
Other assets | 8,762 | 7,652 |
Total assets | 2,248,207 | 1,866,376 |
Current liabilities: | ||
Current portion of long-term debt | 13,953 | 13,210 |
Accounts payable | 15,265 | 15,603 |
Accrued compensation and benefits | 37,745 | 29,323 |
Operating lease liabilities | 14,626 | 0 |
Other accrued expenses | 80,936 | 82,507 |
Current portion of deferred revenue | 170,588 | 139,725 |
Total current liabilities | 333,113 | 280,368 |
Long-term debt, net of current portion | 1,271,218 | 1,205,760 |
Deferred revenue, net of current portion | 1,130 | 1,098 |
Operating lease liabilities, net of current portion | 66,206 | 0 |
Deferred tax liability | 74,407 | 69,232 |
Other liabilities | 10,738 | 21,601 |
Total liabilities | 1,756,812 | 1,578,059 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding at March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.0001 par value, 480,000,000 shares authorized;, 148,328,727 and 132,716,541 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 15 | 13 |
Additional paid-in capital | 981,813 | 797,222 |
Accumulated other comprehensive loss | (62,090) | (68,941) |
Accumulated deficit | (428,343) | (439,977) |
Total stockholders' equity | 491,395 | 288,317 |
Total liabilities and stockholders' equity | $ 2,248,207 | $ 1,866,376 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 148,328,727 | 132,716,541 |
Common Stock, Shares, Outstanding | 148,328,727 | 132,716,541 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 185,804 | $ 179,293 |
Cost of revenue | 66,053 | 64,278 |
Gross profit | 119,751 | 115,015 |
Operating costs and expenses: | ||
Sales and marketing | 33,233 | 29,708 |
Research and development | 8,543 | 6,700 |
General and administrative | 51,965 | 46,222 |
Amortization of intangible assets | 18,811 | 20,250 |
Total operating costs and expenses | 112,552 | 102,880 |
Operating income | 7,199 | 12,135 |
Non operating income (expense): | ||
Foreign exchange gains (losses) | 3,082 | (7,883) |
Interest and other income (loss), net | 317 | (256) |
Gain on sale of business | 28,144 | 0 |
Interest expense | (19,273) | (19,688) |
Loss on extinguishment of debt | (355) | (2,432) |
Total non operating income (loss) | 11,915 | (30,259) |
Income (loss) before income taxes | 19,114 | (18,124) |
Provision for (benefit from) income taxes | 7,480 | (17,682) |
Net income (loss) | 11,634 | (442) |
Other comprehensive income – foreign currency translation adjustments | 6,851 | 7,075 |
Comprehensive income | $ 18,485 | $ 6,633 |
Net income (loss) per share: | ||
Basic | $ 0.08 | $ 0 |
Diluted | $ 0.08 | $ 0 |
Weighted-average shares outstanding used in computing per share amounts: | ||
Basic | 145,413,574 | 123,946,264 |
Diluted | 146,356,683 | 123,946,264 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Share Capital | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at Dec. 31, 2017 | $ 316,369 | $ 12 | $ 771,813 | $ (35,111) | $ (420,345) |
Balance (Shares) at Dec. 31, 2017 | 122,634,922 | ||||
Issuance of shares for acquisition | 20,144 | $ 0 | 20,144 | 0 | 0 |
Issuance of shares for acquisition (in shares) | 1,735,269 | ||||
Vesting of RSU's | 0 | $ 0 | 0 | 0 | 0 |
Vesting of RSU's (in shares) | 375 | ||||
Equity-based compensation expense | 1,341 | $ 0 | 1,341 | 0 | 0 |
Net income (loss) | (442) | 0 | 0 | 0 | (442) |
Foreign currency translation adjustments | 7,075 | 0 | 0 | 7,075 | 0 |
Balance at Mar. 31, 2018 | 348,263 | $ 12 | 793,298 | (29,022) | (416,025) |
Balance (Shares) at Mar. 31, 2018 | 124,370,566 | ||||
Adoption of new accounting standards | Adjustments for New Accounting Principle, Early Adoption [Member] | 3,776 | $ 0 | 0 | (986) | 4,762 |
Balance at Dec. 31, 2018 | 288,317 | $ 13 | 797,222 | (68,941) | (439,977) |
Balance (Shares) at Dec. 31, 2018 | 132,716,541 | ||||
Issuance of shares for acquisition | 182,248 | $ 2 | 182,246 | 0 | 0 |
Issuance of shares for acquisition (in shares) | 15,591,186 | ||||
Vesting of RSU's | 0 | $ 0 | 0 | 0 | 0 |
Vesting of RSU's (in shares) | 375 | ||||
Exercise of stock options | $ 264 | $ 0 | 264 | 0 | 0 |
Exercise of stock options (in shares) | 20,625 | 20,625 | |||
Equity-based compensation expense | $ 2,081 | $ 0 | 2,081 | 0 | 0 |
Net income (loss) | 11,634 | 0 | 0 | 0 | 11,634 |
Foreign currency translation adjustments | 6,851 | 0 | 0 | 6,851 | 0 |
Balance at Mar. 31, 2019 | $ 491,395 | $ 15 | $ 981,813 | $ (62,090) | $ (428,343) |
Balance (Shares) at Mar. 31, 2019 | 148,328,727 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net income (loss) | $ 11,634 | $ (442) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 31,021 | 33,277 |
Non-cash interest charges and amortization of debt discount and deferred financing costs | 2,780 | 3,198 |
Equity-based compensation expense | 2,081 | 1,341 |
Provision for doubtful accounts | 267 | 1,572 |
Deferred income taxes | 35 | (18,791) |
Unrealized foreign currency (gains) losses | (3,008) | 7,864 |
Gain on sale of business | (28,144) | 0 |
Payment of contingent consideration | (4,296) | 0 |
Other | 0 | 60 |
Changes in operating assets and liabilities, net of effects of acquisitions and disposal: | ||
Accounts receivable | (6,171) | (6,812) |
Prepaid expenses and other current assets | (2,779) | (2,950) |
Operating lease right-of-use assets | 4,384 | 0 |
Other assets | (442) | 48 |
Accounts payable | (2,701) | (443) |
Accrued compensation and benefits | 5,098 | (17) |
Other accrued expenses | (843) | (3,330) |
Deferred revenue | 18,420 | 20,853 |
Operating lease liabilities | (2,144) | 0 |
Other liabilities | 3,701 | 875 |
Net cash provided by operating activities | 28,893 | 36,303 |
Cash flows from investing activities | ||
Purchases of property and equipment | (4,377) | (3,739) |
Software development costs | (7,954) | (5,033) |
Acquisitions of businesses, net of cash and restricted cash acquired of $6,068 and $2,711 | (148,541) | (62,713) |
Proceeds from disposal of business | 44,865 | 0 |
Other | 21 | 0 |
Net cash used in investing activities | (115,986) | (71,485) |
Cash flows from financing activities | ||
Proceeds from revolving credit facility | 40,000 | 0 |
Repayment of revolving credit facility | (40,000) | 0 |
Proceeds from term credit facility, net of debt discount of $1,013 | 73,987 | 0 |
Repayments of term credit facility | (3,494) | (3,362) |
Payments of deferred financing costs | (1,619) | (131) |
Proceeds from the exercise of stock options | 264 | 0 |
Payment of contingent consideration | (3,695) | (2,873) |
Net cash provided by (used in) financing activities | 65,443 | (6,366) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 394 | 742 |
Decrease in cash, cash equivalents, and restricted cash | (21,256) | (40,806) |
Cash, cash equivalents, and restricted cash Beginning of period | 104,769 | 148,654 |
Cash, cash equivalents, and restricted cash End of period | 83,513 | 107,848 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 82,913 | 107,848 |
Restricted cash, included in prepaid expenses and other current assets | 600 | 0 |
Total cash, cash equivalents, and restricted cash | $ 83,513 | $ 107,848 |
Supplemental disclosure of cash flows information | ||
Issuance of shares for acquisitions | 182,248 | 20,143 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash and Restricted Cash Acquired from Acquisition | $ 6,068 | $ 2,711 |
Debt Instrument Original Issue Discount | $ 1,013 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Cision Ltd., a Cayman Islands company and its subsidiaries (collectively, “Cision”, or the “Company”), is a leading provider of cloud-based software, media intelligence and distribution services, and other related professional services to the marketing and public relations industry. Communications professionals use the Company’s products and services to identify and connect with media influencers, manage industry relationships, create and distribute content, monitor media coverage, perform advanced analytics and measure the effectiveness of their campaigns. The Company has primary offices in Chicago, Illinois, Beltsville, Maryland, Ann Arbor, Michigan, New York, New York, Cleveland, Ohio, and Albuquerque, New Mexico with additional offices in the United States, as well as Australia, Brazil, Canada, China, France, Germany, Hong Kong, India, Indonesia, Malaysia, Mexico, Portugal, Singapore, South Korea, Sweden, Taiwan, the United Kingdom, and Vietnam. On March 19, 2017, the Company entered into a definitive agreement (the “Merger Agreement”) with Capitol Acquisition Corp. III (NASDAQ: CLAC; “Capitol”), a public investment vehicle, whereby the parties agreed to merge, resulting in the Company becoming a publicly listed company. This merger closed on June 29, 2017 (“Merger”), which resulted in the following (the “Transactions”): Holders of 490,078 shares of Capitol common stock sold in its initial public offering exercised their rights to convert those shares to cash at a conversion price of approximately $10.04 per share, or an aggregate of approximately $4.9 million. The per share conversion price of approximately $10.04 for holders of public shares electing conversion was paid out of Capitol’s trust account, which had a balance immediately prior to the closing of approximately $326.3 million. Of the remaining funds in the trust account: (i) approximately $16.2 million was used to pay Capitol’s transaction expenses and (ii) the balance of approximately $305.2 million was released to Cision to be used for working capital and general corporate purposes, including to pay down $294.0 million of the 2016 Second Lien Credit Facility, plus a 1% fee and interest. The debt repayment occurred in July 2017. Immediately after giving effect to the Transactions (including as a result of the conversions described above and certain forfeitures of Capitol common stock and warrants immediately prior to the closing), there were 120,512,402 shares of common stock and warrants to purchase 24,375,596 shares of common stock of Cision issued and outstanding. During the year ended December 31, 2018, all warrants were converted to 6,342,989 common 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 Owner. At the closing of the Transactions, Cision Owner held approximately 68% of the issued and outstanding common stock of the Company and stockholders of Capitol held approximately 32% of the issued and outstanding shares of the Company. During the 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 standards. The Merger Agreement, the Transactions and items related thereto are more fully described in the Company’s proxy statement/prospectus filed on June 15, 2017. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation and Earnings per Share The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair statement have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed on March 1, 2019. Certain prior period amounts have been adjusted to conform with the adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606 or the “new revenue standard”) during the fourth quarter of 2018, effective as of January 1, 2018. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, software development costs, useful lives of property, equipment and internal use software, intangible assets and goodwill, contingent liabilities, and fair value of equity-based awards and income taxes. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: Level 1 Inputs are quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. 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. As of March 31, 2019, the Company’s remaining performance obligations were $171.7 million, approximately 99.3% of which is expected to be recognized as revenue over the next twelve months and the remainder thereafter. During the three months ended March 31, 2019, the Company recognized $ 63.7 Recent Accounting Pronouncements New Accounting Pronouncements Adopted We adopted ASU No. 2016-02, Leases (Topic 842) Topic 842 includes multiple changes with one of the most significant impacts being the addition of a right-to-use (“ROU”) asset and a lease liability to the balance sheet for operating leases. A ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. An additional change under Topic 842 is the lease term evaluation. Under Topic 842, a leasee shall extend the lease term beyond the original contract term if the company is reasonably certain to exercise their renewal option. The adoption of the new standard resulted in the recording of ROU assets and lease liabilities of approximately $73.2 million and $85.3 million, respectively, as of January 1, 2019. The asset is of $ 12.3 1.8 10.5 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. Recent Accounting Pronouncements Not Yet Effective 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. |
Business Combinations and Dispo
Business Combinations and Dispositions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations and Dispositions | 3. Business Combinations and Dispositions Purchase of Prime On January 23, 2018, the Company completed its acquisition of PRIME Research (“Prime”). The purchase price was approximately €75.7 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock valued at €16.4 million ($20.1 million), and up to €6.2 million ($8.6 million) of deferred payments due within 18 months. The Company has the discretion to pay up to €2.5 million ($3.1 million) of the deferred payments with common stock. The acquisition of Prime the Company’s comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts. At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States. Total acquisition costs related to the Prime acquisition were $5.4 million of which $2.3 million were incurred during the year ended December 31, 2018 and were included in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The acquisition was accounted for under the purchase method of accounting. The operating results are included in the accompanying condensed consolidated financial statements from January 23, 2018. The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date. The following table summarizes the preliminary allocation of the purchase price by the Company to the fair value of the assets and liabilities of Prime. The amounts related to taxes and intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over three to eleven years on an accelerated basis. The Company the purchase price allocation in January 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 Approximately $39.6 million of 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 primarily attributable to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP. Other 2018 Acquisition During the third quarter of 2018, the Company purchased certain immaterial technology and development assets to expand its products and services offerings, and the results of this acquisition have been included in the consolidated results from the acquisition date. The estimate of fair value for the assets acquired and liabilities assumed was based upon a preliminary calculation and valuation and is subject to change as additional information related to estimates during the measurement period is obtained (up to one year from the acquisition date). The primary areas of those preliminary estimates relate to certain identifiable intangible assets and goodwill. Purchase of Falcon On January 3, 2019, the Company completed its acquisition of Falcon.io (“Falcon”). The purchase price was approximately €102.4 million ($117.8 million) and consisted of approximately €52.6 million ($60.5 million) in cash consideration, the issuance of approximately 5.1 million ordinary shares valued at €49.8 million ($57.3 million), and up to €5.2 million ($6.0 million) of deferred payments due within 12 months The cash portion of the consideration was funded with a combination of cash on hand and borrowings under the Company’s Revolving Credit Facility. The Company drew approximately $40.0 million under its Revolving Credit Facility in connection with the closing of the Falcon acquisition, all of which was repaid during the quarter ended March 31, 2019. The acquisition of Falcon solidifies the Company’s market leadership in driving the future of earned media management, moving beyond the tactical nature of PR point solutions. At the date of the acquisition, Falcon had over 250 employees with offices in Denmark, Germany, Hungry, Australia, Bulgaria, and the United States. Total acquisition costs related to the Falcon acquisition were $2.4 million of which $2.0 million were incurred during the three months ended March 31, 2019 and are included in general and administrative expense in the condensed consolidated statements of operations and comprehensive income. The acquisition was accounted for under the purchase method of accounting. The operating results are included in the accompanying condensed consolidated financial statements from January 3, 2019. 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 Falcon. 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 seven years on an accelerated basis. The Company expects to complete the purchase price allocation on or before January 3, 2020. (in thousands) Cash and cash equivalents $ 3,492 Accounts receivable, net 5,575 Prepaid and other assets 1,113 Property, equipment and software, net 204 Trade name 483 Customer relationships 33,825 Purchased technology 4,940 Goodwill 87,674 Total assets acquired 137,306 Accounts payable and accrued liabilities (8,811 ) Deferred revenue (7,627 ) Deferred taxes (3,048 ) Total liabilities assumed (19,486 ) Net assets acquired $ 117,820 Goodwill is not deductible for tax purposes. The preliminary purchase price is subject to customary post-closing adjustments. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is primarily attributable to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP. Purchase of TrendKite On January 23, 2019, the Company completed its acquisition of TrendKite. The purchase price was approximately $219.0 million and consisted of approximately $94.1 million in cash approximately $124.9 million 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 TrendKite will enhance the ability of the Company’s customer base to demonstrate and measure the business impact of their earned media. At the date of acquisition, TrendKite had over 200 employees with offices in the United States and the United Kingdom. Total acquisition costs related to the TrendKite acquisition were $3.8 million of which $2.9 million were incurred during the three months ended March 31, 2019 and are included in general and administrative expense in the condensed consolidated statements of operations and comprehensive income. The acquisition was accounted for under the purchase method of accounting. The operating results are included in the accompanying condensed consolidated financial statements from January 23, 2019. 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 TrendKite. The amounts related to taxes and intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over three to eleven years on an accelerated basis. The Company expects to complete the purchase price allocation on or before January 23, 2020. (in thousands) Cash and cash equivalents $ 1,976 Accounts receivable, net 7,714 Prepaid and other assets 1,676 Property, equipment and software, net 820 Trade name 380 Customer relationships 31,930 Purchased technology 4,915 Goodwill 185,108 Total assets acquired 234,519 Accounts payable and accrued liabilities (4,611 ) Deferred revenue (8,924 ) Deferred taxes (2,025 ) Total liabilities assumed (15,560 ) Net assets acquired $ 218,959 Goodwill is not deductible for tax purposes. The preliminary purchase price is subject to customary post-closing adjustments. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is primarily attributable to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP. Sale of iContact 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 million in cash based upon meeting certain business performance measures over the next 12 months. The fair value of the contingent consideration was $1.9 million based on the net present value of future cash flows using internal models. The Company used the proceeds to pay down the Revolving Credit Facility. Supplemental Unaudited Pro Forma Information The acquired entities of Prime, Falcon and TrendKite together contributed revenue of $21.8 million and $9.3 million for the three months ended March 31, 2019 and 2018, respectively. Net income or loss from these acquisitions for the same period is impracticable to determine due to the extent of integration activities. The unaudited pro forma information below gives effect to the acquisition of Prime as if it had occurred as of January 1, 2017 and Falcon and TrendKite as if they had occurred as of January 1, 2018. The pro forma results exclude the other acquisition in 2018 discussed above, as it was deemed not material. The pro forma results presented below show the impact of the acquisitions and related costs as well as the increase in interest expense related to acquisition-related debt. Three months ended March 31, (in thousands, except per share data) 2019 2018 Revenue $ 190,581 $ 193,475 Net income (loss) 15,400 (6,612 ) Net income (loss) per share - basic 0.10 (0.05 ) Net income (loss) per share - diluted 0.10 (0.05 ) |
Goodwill and Intangibles
Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 4. Goodwill and Intangibles Changes in the carrying amounts of goodwill since December 31, 2018 consisted of the following: (in thousands) Balance as of December 31, 2018 $ 1,171,859 Acquisition of Falcon 87,674 Acquisition of TrendKite 185,108 Sale of iContact (21,289 ) Effects of foreign currency 3,118 Balance as of March 31, 2019 $ 1,426,470 Definite-lived intangible assets consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 (in thousands) Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Carrying Amount Trade names and brand $ 370,873 $ (7,065 ) $ (123,807 ) $ 240,001 Customer relationships 357,958 (18,339 ) (184,985 ) 154,634 Purchased technology 138,746 (7,079 ) (98,909 ) 32,758 Balances at March 31, 2019 $ 867,577 $ (32,483 ) $ (407,701 ) $ 427,393 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 Weighted-average useful life at March 31, 2019 Years Trade names and brand 11.5 Customer relationships 6.6 Purchased technology 3.1 Future expected amortization of intangible assets at March 31, 2019 is as follows: (in thousands) Remainder of 2019 $ 72,604 2020 84,679 2021 66,363 2022 48,423 2023 35,223 Thereafter 120,101 $ 427,393 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 5. Leases The Company has various non-cancelable operating leases, primarily related to office real estate and datacenters, that expire through 2035 and generally contain renewal options for up to five years. Under ASC 842, the lease term includes options to extend or terminate the lease when the Company is reasonably certain that it will exercise the option. The Company will monitor events or changes in circumstances that impact the timing or amount of future lease payments and will adjust the lease liability and corresponding ROU asset as necessary. For office leases beginning in 2019 and later, the Company accounts for lease components (components of a contract for which the Company economically benefits from their use and is not highly interrelated with other right of use assets underlying the contract such as base rent) separately from the non-lease components (e.g., common-area maintenance costs). For datacenter leases beginning in 2019 and later, the Company elected the practical expedient to combine its lease and non-lease components that meet the defined criteria and will account for the lease component under Topic 842. The Company has no significant financing leases. Lastly, the Company has not entered into any future office space leases that will create significant rights and obligations for the Company. At inception of a contract, the Company determines if the contract contains a lease based on requirements of ASC 842. If a lease with a term greater than 1 year is identified, the Company will add a ROU asset and lease liability to the balance sheet. The Company has elected the practical expedient and expenses all leases with a contract term of 1 year or less. The Company recognizes a lease liability based on the net present value of total lease payments which utilizes an implicit discount rate based on the Company’s collateralized borrowing rate placed on a yield curve. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. To derive the ROU asset, the Company makes required adjustments, such as indirect costs and prepaid or deferred balances, to the lease liability. Lease Cost (in thousands) Three Months Ended Operating lease cost $ 5,766 Short-term lease cost 612 Variable lease cost 1,116 Sublease income (181 ) Total lease cost $ 7,313 Operating leases (thousands) Classification March 31, 2019 Operating right-of-use assets Operating right-of-use assets $ 65,737 Operating lease liabilities Operating lease liabilities (current) 14,626 Operating lease liabilities Operating lease liabilities 66,206 Total operating lease liabilities $ 80,832 Weighted average remaining lease term 7.0 years Weighted average discount rate 5.1 % The following is a schedule, by years, of maturities of lease liabilities as of March 31, 2019 (in thousands): Remainder of 2019 $ 13,466 2020 16,617 2021 13,991 2022 12,229 2023 8,497 Thereafter 32,803 Total lease payments 97,603 Less: imputed interest (16,771 ) Present value of lease liabilities $ 80,832 As previously disclosed in our 2018 Form 10-K and under the previous lease accounting standard, future minimum lease payments under non-cancelable operating leases as of December 31, 2018 2019 $ 16,288 2020 15,682 2021 13,416 2022 12,494 2023 8,806 Thereafter 27,773 Total future minimum payments $ 94,459 Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,025 ROU assets obtained in exchange for new operating lease liabilities Operating leases $ (5,772 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Debt consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,953 $ 1,306,563 $ 1,320,516 Unamortized debt discount and issuance costs — (35,345 ) (35,345 ) Balances at March 31, 2019 $ 13,953 $ 1,271,218 $ 1,285,171 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 2017 First Lien Credit Facility On August 4, 2017, the Company entered into a refinancing amendment and incremental facility amendment (the “2017 First Lien Credit Facility”) to the 2016 First Lien Credit Facility, with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders. The 2017 First Lien Credit Facility provided for a tranche of refinancing term loans which refinanced the term loans under the 2016 First Lien Credit Facility in full and provided for additional term loans of $131.2 million. Upon effectiveness of the 2017 First Lien Credit Facility, the 2017 First Lien Credit Facility consists of: (i) a revolving credit facility, which permits borrowings and letters of credit of up to $75.0 million (the “2017 Revolving Credit Facility”), of which up to $25.0 million may be used or issued as standby and trade letters of credit; (ii) a $960.0 million Dollar-denominated term credit facility (the “2017 First Lien Dollar Term Credit Facility”); and (iii) a €250.0 million Euro-denominated term credit facility (the “2017 First Lien Euro Term Credit Facility”) and, together with the 2017 First Lien Dollar Term Credit Facility, the “2017 First Lien Term Credit Facility” and collectively with the 2017 Revolving Credit Facility, the “2017 First Lien Credit Facility”). The Company used the proceeds from the 2017 First Lien Term Credit Facility to repay all amounts then outstanding under the 2016 First Lien Credit Facility, all amounts outstanding under the 2016 Second Lien Credit Facility, pay all related fees and expenses, and retained remaining cash for general corporate purposes. The Company terminated the 2016 Second Lien Credit Facility in connection with establishing the 2017 First Lien Credit Facility. On December 14, 2017, the Company amended the 2017 First Lien Credit Facility to borrow an additional $75.0 million of 2017 First Lien Dollar Term Credit Facility. The Company used the money for its acquisition of Prime Research Group. On February 8, 2018, the Company completed its debt repricing transaction on its 2017 First Lien Credit Facility. The margins on the term loans under the 2017 First Lien Credit Facility were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 1.00%, 1.00% and 0.75%, respectively. The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 0.75%, 0.75% and 0.50%, respectively. The Company incurred approximately $2.0 million in financing costs in connection with the February 2018 repricing of the 2017 First Lien Credit Facility of which $0.1 million are being amortized using the effective interest method. As a result of this transaction, the Company recorded a loss on extinguishment of $2.4 million. 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 Revolving Credit Facility margins were lowered for the alternate base rate, LIBOR rate, and EURIBOR rate each by 0.50%. The Company incurred approximately $2.3 million in financing costs in connection with the October 2018 repricing of the 2017 First Lien Credit Facility, of which $0.3 million are being amortized using the effective interest method. As a result of this transaction, the Company recorded a loss on extinguishment of $7.0 million. On December 28, 2018, the Company entered into an Incremental Facility Amendment to increase the revolving credit facility by $25.0 million On January 11, 2019, the Company amended the 2017 First Lien Facility to borrow an additional $75.0 million of the 2017 First Lien Dollar Term Credit Facility. The Company used the money for its acquisition of TrendKite. As a result of this transaction, the Company recorded a loss on extinguishment of $0.4 million. The obligations under the 2017 First Lien Credit Facility are collateralized by substantially all of the assets of Cision’s subsidiary, Canyon Companies S.à.r.l. and each of its subsidiaries organized in the United States (or any state thereof), the United Kingdom, the Netherlands, Luxembourg, and Ireland, subject to certain exceptions. Interest is charged on U.S. dollar borrowings under the 2017 First Lien Credit Facility, at the Company’s option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branch’s prime lending rate, (ii) the overnight federal funds rate plus 50 basis points or (iii) the one-month adjusted LIBOR plus 1%), in each case, plus an applicable margin. The margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the alternate base rate is 3.25%; the margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. Interest is charged on Euro borrowings under the 2017 First Lien Credit Facility at a rate based on the adjusted EURIBOR (a rate equal to the Euro interbank offered rate adjusted for statutory reserves), plus an applicable margin. The margin applicable to loans under the 2017 First Lien Euro Term Credit Facility bearing interest at the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. As of March 31, 2019, the applicable interest rate under the 2017 First Lien Dollar Term Credit Facility and the 2017 First Lien Euro Term Credit Facility was 5.35% and 3.00%, respectively. The margin applicable to loans under the 2017 Revolving Credit Facility bearing interest at the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 3.00%, 4.00%, and 4.00% respectively; provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. The maturity dates of the 2017 Revolving Credit Facility and the 2017 First Lien Term Credit Facility are June 16, 2022 and June 16, 2023, respectively. As of March 31, 2019, the Company had no outstanding borrowings and $1.4 million of outstanding letters of credit under the 2017 Revolving Credit Facility and $ 1,320.5 The Company began to make quarterly principal payments starting December 31, 2017 under each of the 2017 First Lien Dollar Term Credit Facility of $2.8 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. The Company may also be required to make certain mandatory prepayments of the 2017 First Lien Credit Facility out of excess cash flow and upon the receipt of proceeds of asset sales and certain insurance proceeds (in each case, subject to certain minimum dollar thresholds and rights to reinvest the proceeds as set forth in the 2017 First Lien Credit Facility). The 2017 First Lien Credit Facility includes a total net leverage financial maintenance covenant. Such covenant requires that, as of the last day of each fiscal quarter, the total net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility cannot exceed the applicable ratio set forth in the 2017 First Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the 2017 First Lien Credit Facility). The 2017 First Lien Credit Facility is also subject to certain customary affirmative covenants and negative covenants. Under the 2017 First Lien Credit Facility, the Company’s subsidiaries have restrictions on making cash dividends, subject to certain exceptions, including that the subsidiaries are permitted to declare and pay cash dividends: (a) in any amount, so long as the total net leverage ratio under the 2017 First Lien Credit Facility would not exceed 3.75 to 1.00 after making such payment; (b) in an amount per annum not greater than 6.0% of (i) the market capitalization of the Company’s common stock (based on the average closing price of its shares during the 30 trading days preceding the declaration of such payment) plus (ii) the $305.2 million in proceeds we received in the business combination with Capitol; (c) in an amount that does not exceed the sum of (i) $20.0 million, plus (ii) 50% of consolidated net income of the Company’s subsidiaries from January 1, 2016 to the end of the most recent quarter plus (iii) certain other amounts set forth in the definition of “Available Amount” in the Company’s 2017 First Lien Credit Facility (provided that it may only include the amounts of consolidated net income described in clause (ii) if the Company’s total net leverage ratio would not exceed 5.00 to 1.00 after making such payment); and (d) in an amount that does not exceed the total net proceeds we receive from any public or private offerings of its common stock or similar equity interests. As of March 31, 2019, the Company was in compliance with these covenants. The 2017 First Lien Credit Facility provides that an event of default will occur upon specified change of control events. “Change in Control” is defined to include, among other things, the failure by Cision Owner, its affiliates and certain other “Permitted Holders” to beneficially own, directly or indirectly through one or more holding company parents of Cision, a majority of the voting equity of the borrower thereunder. The fair value of the Company’s First Lien Credit Facility at March 31, 2019 and December 31, 2018 was $ 1,307.9 1,210.5 Future Minimum Principal Payments Future minimum principal payments of debt as of March 31, 2019 are as follows: (in thousands) Remainder of 2019 $ 10,465 2020 13,953 2021 13,953 2022 13,953 2023 13,953 Thereafter 1,254,239 $ 1,320,516 |
Stockholders' Equity and Equity
Stockholders' Equity and Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018, 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 condensed consolidated statements of operations and comprehensive loss in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows: Three months ended March 31, (in thousands) 2019 2018 Cost of revenue $ 101 $ 136 Selling and marketing 280 88 Research and development 254 123 General and administrative 1,446 994 Total equity-based compensation expense $ 2,081 $ 1,341 The 2017 Omnibus Incentive Plan In June 2017, the Company adopted the 2017 Omnibus Incentive Plan (the “2017 Plan”). The 2017 Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2017 Plan. The 2017 Plan reserved up to 6,100,000 shares of common stock of the Company for issuance in accordance with the plan’s terms, subject to certain adjustments. The purpose of the plan is to provide the Company’s officers, directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to the Company’s growth and profitability, with an incentive to assist the Company in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in the Company. Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four years based upon continuous service and expire ten years from the grant date. Restricted stock units are granted with an exercise price equal to the market value of the Company's common stock at the time of grant. Conditions of the performance-based restricted stock units are based on achievement of pre-established performance goals and objectives within the next year and vest over four years based on continuing employment. Conditions of the performance-based stock options are also based on achievement of pre-established performance goals and objectives within the next year, vest over four years based on continuing employment, and have an expiration of ten years. The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of stock options granted under the 2017 Plan were estimated using the following assumptions: Three Months Ended March 31, 2019 Stock price volatility 42.0 % Expected term (years) 6.3 Risk-free interest rate 2.5 % Dividend yield 0 % A summary of employee stock option activity for the three months ended March 31, 2019 under the Company’s 2017 Plan is presented below: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Contractual Term (Years) Aggregate Intrinsic Value (thousands) Options outstanding as of December 31, 2018 2,112,500 $ 14.43 9.3 Granted 1,020,000 12.32 — Exercised (20,625 ) 12.78 — Forfeited (399,000 ) 14.71 — Options outstanding as of March 31, 2019 2,712,875 $ 13.61 9.4 $ 2,063,315 Options vested as of March 31, 2019 141,500 $ 12.62 8.5 $ 162,998 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the quoted closing price of the Company’s common stock as of March 31, 2019. The Company received $0.3 million in cash proceeds from the exercise of stock options during the three months ended March 31, 2019. No stock options were exercised during the three months ended March 31, 2018. A summary of restricted stock units activity for the three months ended March 31, 2019 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, 2018 326,394 $ 15.28 Granted 1,677,500 12.36 Vested (375 ) 12.78 Forfeited (38,125 ) 15.07 Restricted stock units outstanding as of March 31, 2019 1,965,394 $ 12.79 As of March 31, 2019, the Company had $31.2 million of unrecognized compensation expense related to the unvested portion of outstanding stock options and restricted stock units expected to be recognized on a straight-line basis over the weighted-average remaining service period of 3.7 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%) provided, however |
Net Income (Loss) Per share
Net Income (Loss) Per share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per share | 8. Net Income (Loss) Per share Basic net income (loss) per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. For the three months ended March 31, 2019, the Company has excluded earn out shares as described in Note 1, as the effect would be anti-dilutive. For the three months ended March 31, 2018, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 800,349 shares, additional earn out shares, as described in Note 1, and the dilutive effect of stock options and restricted stock awards, as described in Note 7, in the calculation of diluted per share, as the effect would be anti-dilutive. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for all periods presented below. Three months ended March 31, (in thousands, except share and per share data) 2019 2018 Numerator: Net income (loss) $ 11,634 $ (442 ) Denominator: Weighted-average shares outstanding 145,413,574 123,946,264 Effect of dilutive common stock equivalents 943,109 - Weighted-average shares outstanding 146,356,683 123,946,264 Net income (loss) per share - basic $ 0.08 $ (0.00 ) Net income (loss) per share- diluted $ 0.08 $ (0.00 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The provision for income taxes is based on the current estimate of the annual effective tax rate adjusted to reflect the tax impact of items discrete to the fiscal period. The annual effective tax rate calculation excludes subsidiaries with pre-tax losses for which no tax benefit can be recognized. The Company estimates its annual effective tax rate to be approximately 42.4% in 2019. The provision for income taxes results in an effective tax rate of 39.1% for the three months ended March 31,2019. The difference between the annual effective tax rate and the effective tax rate in the quarter is due to subsidiaries with pre-tax losses for which no tax benefit can be recognized and subsidiaries with pre-tax losses in jurisdictions with a zero percent tax rate that have been removed from pre-tax book income before the annual effective tax rate is applied. The amount of pre-tax book loss removed is approximately $5.6 million. The difference also includes the impact of a $3.2 million benefit primarily related to a change to the valuation allowance that is discrete to the fiscal period. This rate includes the impact of permanent differences and a decrease in the valuation allowance for certain disallowed interest in the United States and United Kingdom. The United States permanent differences are primarily related to the gain on the sale of the iContact assets related to Goodwill, nondeductible transaction costs, nondeductible public company costs, nondeductible equity compensation and income from Canadian subsidiaries that is taxable in the United States as a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The United Kingdom permanent differences are primarily related to nondeductible interest expense. The effective tax rate for the three months ended March 31, 2018 was a benefit of 97.7%. The benefit from income taxes for the three months ended March 31, 2018 resulted from a pre-tax loss and the impact of pre-tax losses for which no tax benefit can recognized, the impact of permanent differences and the increase in the valuation allowance expected to be necessary at the end of the year for certain disallowed interest. The Company’s estimates related to liabilities for uncertain tax positions require it to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If it determines it is more likely than not that a tax position will be sustained based on its technical merits, the Company records the impact of the position in its condensed consolidated financial statements at the largest amount that is greater than fifty percent likely of being realized upon ultimate settlement. The estimates are updated at each reporting date based on the facts, circumstances and information available. As of March 31, 2019, the Company believes the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next twelve months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to its condensed consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation and Claims The Company from time to time is subject to lawsuits, investigations and claims arising out of the ordinary course of business, including those related to commercial transactions, contracts, government regulation, and employment matters. In the opinion of management, based on all known facts, all such matters are either without merit or are of such kind, or involve such amounts that would not have a material effect on the financial position or results of operations of the Company if disposed of unfavorably. |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Geographic Information | 11. Geographic Information The following table lists revenue for the three months ended March 31, 2019 and 2018 by geographic region: Three months ended March 31, (in thousands) 2019 2018 Revenue: Americas - U.S. $ 109,604 $ 106,399 Rest of Americas 16,775 15,365 EMEA 51,649 50,576 APAC 7,776 6,953 $ 185,804 $ 179,293 The following table lists long-lived assets, net of amortization, as of March 31, 2019 and December 31, 2018 by geographic region: (in thousands) March 31, 2019 December 31, 2018 Long-lived assets, net Americas – U.S. $ 1,336,716 $ 1,101,919 Rest of Americas 138,520 130,797 EMEA 486,169 354,886 APAC 31,554 30,299 $ 1,992,959 $ 1,617,901 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Earnings per Share | Basis of Presentation and Earnings per Share The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair statement have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed on March 1, 2019. Certain prior period amounts have been adjusted to conform with the adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606 or the “new revenue standard”) during the fourth quarter of 2018, effective as of January 1, 2018. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, software development costs, useful lives of property, equipment and internal use software, intangible assets and goodwill, contingent liabilities, and fair value of equity-based awards and income taxes. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. |
Fair Value Measurement | Fair Value Measurements The Company measures certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: Level 1 Inputs are quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. |
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. As of March 31, 2019, the Company’s remaining performance obligations were $171.7 million, approximately 99.3% of which is expected to be recognized as revenue over the next twelve months and the remainder thereafter. During the three months ended March 31, 2019, the Company recognized $ 63.7 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements Adopted We adopted ASU No. 2016-02, Leases (Topic 842) Topic 842 includes multiple changes with one of the most significant impacts being the addition of a right-to-use (“ROU”) asset and a lease liability to the balance sheet for operating leases. A ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. An additional change under Topic 842 is the lease term evaluation. Under Topic 842, a leasee shall extend the lease term beyond the original contract term if the company is reasonably certain to exercise their renewal option. The adoption of the new standard resulted in the recording of ROU assets and lease liabilities of approximately $73.2 million and $85.3 million, respectively, as of January 1, 2019. The asset is of $ 12.3 1.8 10.5 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. Recent Accounting Pronouncements Not Yet Effective 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. |
Business Combinations and Dis_2
Business Combinations and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 the purchase price allocation in January 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 |
Falcon [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 Falcon. 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 seven years on an accelerated basis. The Company expects to complete the purchase price allocation on or before January 3, 2020. (in thousands) Cash and cash equivalents $ 3,492 Accounts receivable, net 5,575 Prepaid and other assets 1,113 Property, equipment and software, net 204 Trade name 483 Customer relationships 33,825 Purchased technology 4,940 Goodwill 87,674 Total assets acquired 137,306 Accounts payable and accrued liabilities (8,811 ) Deferred revenue (7,627 ) Deferred taxes (3,048 ) Total liabilities assumed (19,486 ) Net assets acquired $ 117,820 |
Trendkite [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 TrendKite. The amounts related to taxes and intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over three to eleven years on an accelerated basis. The Company expects to complete the purchase price allocation on or before January 23, 2020. (in thousands) Cash and cash equivalents $ 1,976 Accounts receivable, net 7,714 Prepaid and other assets 1,676 Property, equipment and software, net 820 Trade name 380 Customer relationships 31,930 Purchased technology 4,915 Goodwill 185,108 Total assets acquired 234,519 Accounts payable and accrued liabilities (4,611 ) Deferred revenue (8,924 ) Deferred taxes (2,025 ) Total liabilities assumed (15,560 ) Net assets acquired $ 218,959 |
Prime, Falcon and TrendKite [Member] | |
Supplemental Unaudited Pro Forma Information | The pro forma results presented below show the impact of the acquisitions and related costs as well as the increase in interest expense related to acquisition-related debt. Three months ended March 31, (in thousands, except per share data) 2019 2018 Revenue $ 190,581 $ 193,475 Net income (loss) 15,400 (6,612 ) Net income (loss) per share - basic 0.10 (0.05 ) Net income (loss) per share - diluted 0.10 (0.05 ) |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amounts of goodwill since December 31, 2018 consisted of the following: (in thousands) Balance as of December 31, 2018 $ 1,171,859 Acquisition of Falcon 87,674 Acquisition of TrendKite 185,108 Sale of iContact (21,289 ) Effects of foreign currency 3,118 Balance as of March 31, 2019 $ 1,426,470 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 (in thousands) Gross Carrying Amount Foreign Currency Translation Accumulated Amortization Net Carrying Amount Trade names and brand $ 370,873 $ (7,065 ) $ (123,807 ) $ 240,001 Customer relationships 357,958 (18,339 ) (184,985 ) 154,634 Purchased technology 138,746 (7,079 ) (98,909 ) 32,758 Balances at March 31, 2019 $ 867,577 $ (32,483 ) $ (407,701 ) $ 427,393 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 |
Schedule Of Finite Lived Intangible Assets Useful Life | Weighted-average useful life at March 31, 2019 Years Trade names and brand 11.5 Customer relationships 6.6 Purchased technology 3.1 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets at March 31, 2019 is as follows: (in thousands) Remainder of 2019 $ 72,604 2020 84,679 2021 66,363 2022 48,423 2023 35,223 Thereafter 120,101 $ 427,393 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease Cost | Lease Cost (in thousands) Three Months Ended Operating lease cost $ 5,766 Short-term lease cost 612 Variable lease cost 1,116 Sublease income (181 ) Total lease cost $ 7,313 |
Operating leases | Operating leases (thousands) Classification March 31, 2019 Operating right-of-use assets Operating right-of-use assets $ 65,737 Operating lease liabilities Operating lease liabilities (current) 14,626 Operating lease liabilities Operating lease liabilities 66,206 Total operating lease liabilities $ 80,832 Weighted average remaining lease term 7.0 years Weighted average discount rate 5.1 % |
Maturities of lease liabilities | The following is a schedule, by years, of maturities of lease liabilities as of March 31, 2019 (in thousands): Remainder of 2019 $ 13,466 2020 16,617 2021 13,991 2022 12,229 2023 8,497 Thereafter 32,803 Total lease payments 97,603 Less: imputed interest (16,771 ) Present value of lease liabilities $ 80,832 As previously disclosed in our 2018 Form 10-K and under the previous lease accounting standard, future minimum lease payments under non-cancelable operating leases as of December 31, 2018 2019 $ 16,288 2020 15,682 2021 13,416 2022 12,494 2023 8,806 Thereafter 27,773 Total future minimum payments $ 94,459 |
Cash Flow Information For Leases | Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,025 ROU assets obtained in exchange for new operating lease liabilities Operating leases $ (5,772 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following at March 31, 2019 and December 31, 2018: March 31, 2019 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,953 $ 1,306,563 $ 1,320,516 Unamortized debt discount and issuance costs — (35,345 ) (35,345 ) Balances at March 31, 2019 $ 13,953 $ 1,271,218 $ 1,285,171 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 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments of debt as of March 31, 2019 are as follows: (in thousands) Remainder of 2019 $ 10,465 2020 13,953 2021 13,953 2022 13,953 2023 13,953 Thereafter 1,254,239 $ 1,320,516 |
Stockholders' Equity and Equi_2
Stockholders' Equity and Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of equity based compensation by department | Equity-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows: Three months ended March 31, (in thousands) 2019 2018 Cost of revenue $ 101 $ 136 Selling and marketing 280 88 Research and development 254 123 General and administrative 1,446 994 Total equity-based compensation expense $ 2,081 $ 1,341 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of stock options granted under the 2017 Plan were estimated using the following assumptions: Three Months Ended March 31, 2019 Stock price volatility 42.0 % Expected term (years) 6.3 Risk-free interest rate 2.5 % Dividend yield 0 % |
Share-based Compensation, Stock Options, Activity | A summary of employee stock option activity for the three months ended March 31, 2019 under the Company’s 2017 Plan is presented below: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Contractual Term (Years) Aggregate Intrinsic Value (thousands) Options outstanding as of December 31, 2018 2,112,500 $ 14.43 9.3 Granted 1,020,000 12.32 — Exercised (20,625 ) 12.78 — Forfeited (399,000 ) 14.71 — Options outstanding as of March 31, 2019 2,712,875 $ 13.61 9.4 $ 2,063,315 Options vested as of March 31, 2019 141,500 $ 12.62 8.5 $ 162,998 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock units activity for the three months ended March 31, 2019 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, 2018 326,394 $ 15.28 Granted 1,677,500 12.36 Vested (375 ) 12.78 Forfeited (38,125 ) 15.07 Restricted stock units outstanding as of March 31, 2019 1,965,394 $ 12.79 |
Net Income (Loss) Per share (Ta
Net Income (Loss) Per share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for all periods presented below. Three months ended March 31, (in thousands, except share and per share data) 2019 2018 Numerator: Net income (loss) $ 11,634 $ (442 ) Denominator: Weighted-average shares outstanding 145,413,574 123,946,264 Effect of dilutive common stock equivalents 943,109 - Weighted-average shares outstanding 146,356,683 123,946,264 Net income (loss) per share - basic $ 0.08 $ (0.00 ) Net income (loss) per share- diluted $ 0.08 $ (0.00 ) |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table lists revenue for the three months ended March 31, 2019 and 2018 by geographic region: Three months ended March 31, (in thousands) 2019 2018 Revenue: Americas - U.S. $ 109,604 $ 106,399 Rest of Americas 16,775 15,365 EMEA 51,649 50,576 APAC 7,776 6,953 $ 185,804 $ 179,293 |
Long-lived Assets by Geographic Areas | The following table lists long-lived assets, net of amortization, as of March 31, 2019 and December 31, 2018 by geographic region: (in thousands) March 31, 2019 December 31, 2018 Long-lived assets, net Americas – U.S. $ 1,336,716 $ 1,101,919 Rest of Americas 138,520 130,797 EMEA 486,169 354,886 APAC 31,554 30,299 $ 1,992,959 $ 1,617,901 |
Organization (Details Textual)
Organization (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 07, 2017 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 29, 2017 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Repayments of Lines of Credit | $ 40,000 | $ 0 | ||||
Common Stock, Shares, Outstanding | 148,328,727 | 120,512,402 | 132,716,541 | |||
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 | |||||
Capitol Acquisition III [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership Percentage Of Issued And Outstanding Shares | 32.00% | |||||
Capitol Trust Account [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Assets Held-in-trust | $ 326,300 | |||||
Payments for Merger Related Costs | 16,200 | |||||
Proceeds from Sale of Restricted Investments | $ 305,200 | |||||
Parent [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 82,075,873 | |||||
Class of Warrant or Right, Outstanding | 1,969,841 | |||||
Ownership Percentage Of Issued And Outstanding Shares | 68.00% | |||||
Contribution of Convertible Preferred Equity Certificates in connection with Transactions | $ 450,500 | |||||
2016 Second Lien Credit Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Repayments of Lines of Credit | $ 294,000 | |||||
Line of Credit Facility, Commitment Fee Percentage | 1.00% | |||||
Capitol Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of Stock, Shares Converted | 490,078 | |||||
Conversion of Stock, Amount Converted | $ 4,900 | |||||
Capitol Common Stock [Member] | Capitol Trust Account [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock Conversion Price | $ 10.04 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Revenue, Remaining Performance Obligation, Amount | $ 171,700 | ||
Revenue, Remaining Performance Obligation, Percentage | 99.30% | ||
Deferred Revenue, Revenue Recognized | $ 63,700 | ||
Operating Lease, Right-of-Use Asset | 65,737 | $ 0 | |
Operating Lease, Liability | $ 80,832 | ||
Deferred Rent Credit | 12,300 | ||
Prepaid Expense | (200) | ||
Other Accrued Expenses [Member] | |||
Deferred Rent Credit | 1,800 | ||
Other Liabilities [Member] | |||
Deferred Rent Credit | $ 10,500 | ||
Accounting Standards Update 2016-02 [Member] | |||
Operating Lease, Right-of-Use Asset | $ 73,200 | ||
Operating Lease, Liability | $ 85,300 |
Business Combinations and Dis_3
Business Combinations and Dispositions (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 23, 2019 | Jan. 03, 2019 | Dec. 31, 2018 | Jan. 23, 2018 |
Goodwill | $ 1,426,470 | $ 1,171,859 | |||
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 | ||||
Falcon [Member] | |||||
Cash and cash equivalents | $ 3,492 | ||||
Accounts receivable, net | 5,575 | ||||
Prepaid and other assets | 1,113 | ||||
Property, equipment and software, net | 204 | ||||
Goodwill | 87,674 | ||||
Total assets acquired | 137,306 | ||||
Accounts payable and accrued liabilities | (8,811) | ||||
Deferred revenue | (7,627) | ||||
Deferred taxes | (3,048) | ||||
Total liabilities assumed | (19,486) | ||||
Net assets acquired | 117,820 | ||||
Falcon [Member] | Trade name [Member] | |||||
Finite-Lived Intangible Assets | 483 | ||||
Falcon [Member] | Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets | 33,825 | ||||
Falcon [Member] | Purchased Technology [Member] | |||||
Finite-Lived Intangible Assets | $ 4,940 | ||||
Trendkite [Member] | |||||
Cash and cash equivalents | $ 1,976 | ||||
Accounts receivable, net | 7,714 | ||||
Prepaid and other assets | 1,676 | ||||
Property, equipment and software, net | 820 | ||||
Goodwill | 185,108 | ||||
Total assets acquired | 234,519 | ||||
Accounts payable and accrued liabilities | (4,611) | ||||
Deferred revenue | (8,924) | ||||
Deferred taxes | (2,025) | ||||
Total liabilities assumed | (15,560) | ||||
Net assets acquired | 218,959 | ||||
Trendkite [Member] | Trade name [Member] | |||||
Finite-Lived Intangible Assets | 380 | ||||
Trendkite [Member] | Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets | 31,930 | ||||
Trendkite [Member] | Purchased Technology [Member] | |||||
Finite-Lived Intangible Assets | $ 4,915 |
Business Combinations and Dis_4
Business Combinations and Dispositions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 190,581 | $ 193,475 |
Net loss | $ 15,400 | $ (6,612) |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0.10 | $ (0.05) |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.10 | $ (0.05) |
Business Combinations and Dis_5
Business Combinations and Dispositions (Details Textual) $ in Thousands, € in Millions, shares in Millions | Jan. 03, 2019USD ($)Employeesshares | Jan. 03, 2019EUR (€)shares | Jan. 23, 2019USD ($)Employeesshares | Jan. 23, 2019USD ($)Employees | Jan. 22, 2019USD ($) | Jan. 23, 2018USD ($)Employeesshares | Jan. 23, 2018EUR (€)Employeesshares | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Jan. 03, 2019EUR (€)Employees |
Proceeds from Divestiture of Businesses | $ 44,865 | $ 0 | |||||||||
Business Combination Purchase Price Arrangements And Acquired Description | the issuance of approximately 10.3 million ordinary shares valued at $124.9 million, and up to $3.2 million of deferred payments due in 12 months in cash of approximately $1.3 million and ordinary shares of approximately $1.9 million. 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, as disclosed in Note 6. The acquisition of TrendKite will enhance the ability of the Company’s customer base to demonstrate and measure the business impact of their earned media. At the date of acquisition, TrendKite had over 250 employees with offices in the United States and the United Kingdom. | 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 expanded the Company’s comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts. At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States. | the issuance of approximately 1.7 million 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 expanded 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. | ||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 3,200 | $ 3,200 | |||||||||
Proceeds from Lines of Credit | 73,987 | 0 | |||||||||
Ordinary Shares Value | 15 | $ 13 | |||||||||
Falcon Equity Considerations [Member] | |||||||||||
Ordinary Shares Value | $ 3,200 | € 2.8 | |||||||||
iContact [Member] | |||||||||||
Proceeds from Divestiture of Businesses | $ 49,300 | ||||||||||
Business Combination, Indemnification Assets, Description | additional $4.0 million in cash based upon meeting certain business performance measures over the next 12 months | ||||||||||
Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 1,900 | ||||||||||
Prime [Member] | |||||||||||
Business Combination, Acquisition Related Costs | 2,300 | ||||||||||
Business Combination, Consideration Transferred | $ 65,400 | € 53.1 | |||||||||
Payments to Acquire Businesses, Gross | $ 94,100 | € 75.7 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 1.7 | 1.7 | |||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 39,600 | ||||||||||
Entity Number of Employees | Employees | 700 | 700 | |||||||||
Business Acquisition Costs | $ 5,400 | ||||||||||
Trendkite [Member] | |||||||||||
Business Combination, Acquisition Related Costs | 2,900 | ||||||||||
Business Combination, Consideration Transferred | 219,000 | ||||||||||
Payments to Acquire Businesses, Gross | 94,100 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 10.3 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 124,900 | $ 124,900 | |||||||||
Entity Number of Employees | Employees | 200 | 200 | |||||||||
Business Acquisition Costs | 3,800 | ||||||||||
Trendkite [Member] | Cash Consideration [Member] | |||||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 1,300 | $ 1,300 | |||||||||
Trendkite [Member] | Equity Consideration [Member] | |||||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 1,900 | $ 1,900 | |||||||||
Falcon [Member] | |||||||||||
Business Combination, Acquisition Related Costs | 2,000 | ||||||||||
Business Combination, Consideration Transferred | 60,500 | € 52.6 | |||||||||
Payments to Acquire Businesses, Gross | $ 117,800 | € 102.4 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 5.1 | 5.1 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 57,300 | 49.8 | |||||||||
Business Acquisition Costs | 2,400 | ||||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 6,000 | € 5.2 | |||||||||
Falcon [Member] | Employee [Member] | |||||||||||
Entity Number of Employees | Employees | 250 | 250 | |||||||||
Falcon [Member] | Revolving Credit Facility [Member] | |||||||||||
Proceeds from Lines of Credit | $ 40,000 | ||||||||||
Falcon [Member] | Cash Consideration [Member] | |||||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 2,800 | € 2.4 | |||||||||
Prime, Falcon, and TrendKite [Member] | |||||||||||
Business Combination, Pro Forma, Revenue Contribution | $ 21,800 | $ 9,300 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Beginning Balance | $ 1,171,859 |
Effects of foreign currency | 3,118 |
Ending Balance | 1,426,470 |
iContact [Member] | |
Disposal of iContact | (21,289) |
Falcon [Member] | |
Acquisition | 87,674 |
Trendkite [Member] | |
Acquisition | $ 185,108 |
Goodwill and Intangibles (Det_2
Goodwill and Intangibles (Details 1) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Gross Carrying Amount | $ 867,577 | $ 839,823 |
Foreign Currency Translation | (32,483) | (34,518) |
Accumulated Amortization | (407,701) | (428,159) |
Net Carrying Amount | 427,393 | 377,146 |
Trade names and brand [Member] | ||
Gross Carrying Amount | 370,873 | 372,010 |
Foreign Currency Translation | (7,065) | (8,143) |
Accumulated Amortization | (123,807) | (115,954) |
Net Carrying Amount | 240,001 | 247,913 |
Customer relationships [Member] | ||
Gross Carrying Amount | 357,958 | 321,862 |
Foreign Currency Translation | (18,339) | (18,967) |
Accumulated Amortization | (184,985) | (203,031) |
Net Carrying Amount | 154,634 | 99,864 |
Purchased technology [Member] | ||
Gross Carrying Amount | 138,746 | 145,951 |
Foreign Currency Translation | (7,079) | (7,408) |
Accumulated Amortization | (98,909) | (109,174) |
Net Carrying Amount | $ 32,758 | $ 29,369 |
Goodwill and Intangibles (Det_3
Goodwill and Intangibles (Details 2) | 3 Months Ended |
Mar. 31, 2019 | |
Trade names and brand [Member] | |
Weighted average useful life | 11 years 6 months |
Customer relationships [Member] | |
Weighted average useful life | 6 years 7 months 6 days |
Purchased technology [Member] | |
Weighted average useful life | 3 years 1 month 6 days |
Goodwill and Intangibles (Det_4
Goodwill and Intangibles (Details 3) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
2019 | $ 72,604 | |
2020 | 84,679 | |
2021 | 66,363 | |
2022 | 48,423 | |
2023 | 35,223 | |
Thereafter | 120,101 | |
Total | $ 427,393 | $ 377,146 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating lease cost | $ 5,766 |
Short-term lease cost | 612 |
Variable lease cost | 1,116 |
Sublease income | (181) |
Total lease cost | $ 7,313 |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Operating right-of-use assets | $ 65,737 | $ 0 |
Operating lease liabilities (current) | 14,626 | 0 |
Operating lease liabilities (net of current portion) | 66,206 | $ 0 |
Total operating lease liabilities | 80,832 | |
Operating leases [Member] | ||
Operating right-of-use assets | 65,737 | |
Operating lease liabilities (current) | 14,626 | |
Operating lease liabilities (net of current portion) | 66,206 | |
Total operating lease liabilities | $ 80,832 | |
Weighted average remaining lease term | 7 years | |
Weighted average discount rate | 5.10% |
Leases (Details 2)
Leases (Details 2) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Remainder of 2019 | $ 13,466 | $ 16,288 |
2020 | 16,617 | 15,682 |
2021 | 13,991 | 13,416 |
2022 | 12,229 | 12,494 |
2023 | 8,497 | 8,806 |
Thereafter | 32,803 | 27,773 |
Total lease payments | 97,603 | $ 94,459 |
Less: imputed interest | (16,771) | |
Present value of lease liabilities | $ 80,832 |
Leases (Details 3)
Leases (Details 3) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 4,025 |
Leased assets obtained in exchange for new finance lease liabilities | |
Operating leases | $ (5,772) |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Unamortized debt discount and issuance costs, Short Term | $ 0 | $ 0 |
Balances, Short Term | 13,953 | 13,210 |
Unamortized debt discount and issuance costs, Long Term | (35,345) | (35,493) |
Total credit facilities, Long Term | 1,271,218 | 1,205,760 |
Unamortized debt discount and issuance costs, Total | (35,345) | (35,493) |
Balances, Total | 1,285,171 | 1,218,970 |
2017 First Lien Credit Facility [Member] | ||
Short Term | 13,953 | 13,210 |
Long Term | 1,306,563 | 1,241,253 |
Total | $ 1,320,516 | $ 1,254,463 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Mar. 31, 2019USD ($) |
Year ended December 31, | |
2019 | $ 10,465 |
2020 | 13,953 |
2021 | 13,953 |
2022 | 13,953 |
2023 | 13,953 |
Thereafter | 1,254,239 |
Long-term Debt, Gross | $ 1,320,516 |
Debt (Details Textual)
Debt (Details Textual) $ in Thousands, € in Millions | Jan. 11, 2019USD ($) | Feb. 08, 2018USD ($) | Oct. 22, 2018USD ($) | Dec. 14, 2017USD ($) | Aug. 04, 2017USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2018USD ($) | Dec. 28, 2018USD ($) | Dec. 27, 2018USD ($) | Aug. 04, 2017EUR (€) |
Gain (Loss) on Extinguishment of Debt | $ 2,400 | $ 7,000 | $ (355) | $ (2,432) | |||||||||
Line of Credit Facility, Increase (Decrease), Net | $ 75,000 | 100 | 300 | ||||||||||
Amortization of Debt Issuance Costs | $ 2,000 | $ 2,300 | |||||||||||
Proceeds from Lines of Credit | 73,987 | $ 0 | |||||||||||
2017 First Lien Credit Facility [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000 | $ 75,000 | |||||||||||
Line of Credit | 1,320,516 | $ 1,254,463 | |||||||||||
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. | ||||||||||||
Proceeds from Sale of Restricted Investments | $ 305,200 | ||||||||||||
Proceeds from Lines of Credit | 40,000 | ||||||||||||
2017 First Lien Credit Facility [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||||||||
Lines of Credit, Fair Value Disclosure | 1,307,900 | $ 1,210,500 | |||||||||||
2017 Revolving Credit Facility [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 75 | ||||||||||||
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 Revolving 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. | ||||||||||
2017 Revolving Credit Facility [Member] | 2017 Standby Letters of Credit [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | ||||||||||||
Line of Credit | $ 1,400 | ||||||||||||
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 | 5.35% | ||||||||||||
Debt Instrument, Periodic Payment | $ 2,800 | ||||||||||||
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% | 4.25% | ||||||||||
Debt Instrument, Periodic Payment | € | € 0.6 |
Stockholders' Equity and Equi_3
Stockholders' Equity and Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation | $ 2,081 | $ 1,341 |
Cost of revenue [Member] | ||
Share-based Compensation | 101 | 136 |
Selling and marketing [Member] | ||
Share-based Compensation | 280 | 88 |
R&D [Member] | ||
Share-based Compensation | 254 | 123 |
G&A [Member] | ||
Share-based Compensation | $ 1,446 | $ 994 |
Stockholders' Equity and Equi_4
Stockholders' Equity and Equity-Based Compensation (Details 1) | 3 Months Ended |
Mar. 31, 2019 | |
Stock price volatility | 42.00% |
Expected term (years) | 6 years 3 months 18 days |
Risk-free interest rate | 2.50% |
Dividend yield | 0.00% |
Stockholders' Equity and Equi_5
Stockholders' Equity and Equity-Based Compensation (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Options outstanding | 2,112,500 | |
Granted | 1,020,000 | |
Exercised | (20,625) | |
Forfeited | (399,000) | |
Options outstanding | 2,712,875 | 2,112,500 |
Options vested number of options | 141,500 | |
Weighted-Average Exercise Price per Share Options outstanding | $ 14.43 | |
Granted | 12.32 | |
Exercised | 12.78 | |
Forfeited | 14.71 | |
Options vested weighted average exercise price per share | 12.62 | |
Weighted-Average Exercise Price per Share Options outstanding | $ 13.61 | $ 14.43 |
Options vested weighted average remaining contractual term | 8 years 6 months | |
Weighted-Average Remaining Contractual Term Options outstanding | 9 years 4 months 24 days | 9 years 3 months 18 days |
Aggregate Intrinsic Value Options outstanding | $ 2,063,315 | |
Options vested aggregate value | $ 162,998 |
Stockholders' Equity and Equi_6
Stockholders' Equity and Equity-Based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Restricted stock units outstanding | shares | 326,394 |
Granted | shares | 1,677,500 |
Vested | shares | (375) |
Forfeited | shares | (38,125) |
Restricted stock units outstanding | shares | 1,965,394 |
Weighted-Average Grant Date Fair Value Restricted stock units outstanding | $ / shares | $ 15.28 |
Granted | $ / shares | 12.36 |
Vested | $ / shares | 12.78 |
Forfeited | $ / shares | 15.07 |
Weighted-Average Grant Date Fair Value Restricted stock units outstanding | $ / shares | $ 12.79 |
Stockholders' Equity and Equi_7
Stockholders' Equity and Equity-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 17, 2018 | Mar. 31, 2019 | Mar. 31, 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 | $ 31,200,000 | ||||
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 8 months 12 days | ||||
Proceeds from Stock Options Exercised | $ 264,000 | $ 0 | |||
Omnibus Incentive Plan 2017 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,100,000 |
Net Income (Loss) Per share (De
Net Income (Loss) Per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income (loss) | $ 11,634 | $ (442) |
Denominator: | ||
Weighted-average shares outstanding | 145,413,574 | 123,946,264 |
Effect of dilutive common stock equivalents | 943,109 | 0 |
Weighted-average shares outstanding | 146,356,683 | 123,946,264 |
Net income (loss) per share - basic | $ 0.08 | $ 0 |
Net income (loss) per share- diluted | $ 0.08 | $ 0 |
Net Income (Loss) Per share (_2
Net Income (Loss) Per share (Details Textual) | 3 Months Ended |
Mar. 31, 2018shares | |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 800,349 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 97.70% | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 3.2 | |
Effective Income Tax Rate Reconciliation Subsidiaries Zero Tax Rate Amount | $ 5.6 | |
Scenario, Plan [Member] | ||
Effective Income Tax Rate Reconciliation, Percent | 39.10% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 42.40% |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 185,804 | $ 179,293 |
Americas - U.S. [Member] | ||
Revenue | 109,604 | 106,399 |
Rest of Americas [Member] | ||
Revenue | 16,775 | 15,365 |
EMEA [Member] | ||
Revenue | 51,649 | 50,576 |
APAC [Member] | ||
Revenue | $ 7,776 | $ 6,953 |
Geographic Information (Detai_2
Geographic Information (Details 1) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Long-lived assets, net | $ 1,992,959 | $ 1,617,901 |
Americas - U.S. [Member] | ||
Long-lived assets, net | 1,336,716 | 1,101,919 |
Rest of Americas [Member] | ||
Long-lived assets, net | 138,520 | 130,797 |
EMEA [Member] | ||
Long-lived assets, net | 486,169 | 354,886 |
APAC [Member] | ||
Long-lived assets, net | $ 31,554 | $ 30,299 |