CHICAGO, June 5, 2018 /PRNewswire/ -- Cision (NYSE:
CISN) announced today that all of its previously outstanding
warrants have been exchanged for or converted into ordinary shares.
On June 4, 2018, Cision issued an
aggregate of 242,793 ordinary shares upon conversion of all
remaining outstanding warrants and previously issued an aggregate
of 6,100,209 ordinary shares on May 18,
2018 in connection with the completion of the exchange offer
relating to its warrants. As a result of these transactions, Cision
has approximately 130.7 million ordinary shares outstanding as of
June 4, 2018. Accordingly, Cision is
updating its previously issued outlook to adjust for the additional
ordinary shares issued in connection with the warrant exchange.
Other than the outlook for Pro-forma fully diluted weighted average
number of shares outstanding and Adjusted net income per diluted
share, all other estimates remain the same as the previous
outlook.
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Our updated Pro-forma fully diluted weighted average number of
shares outstanding and Adjusted net income per diluted share for
the full fiscal year ending December 31,
2018 appears below along with net income and Adjusted
net income (all figures in millions, except per share amounts):
|
Previous
|
|
Updated
|
Net income
|
$8-$10
|
|
$8-$10
|
Adjusted net
income
|
$107 -
$111
|
|
$107 -
$111
|
Adjusted net income
per diluted share
|
$0.87-
$0.89
|
|
$0.84 -
$0.86
|
Pro-forma fully
diluted weighted average shares outstanding
|
124.3
|
|
128.3
|
Forward-looking statements
This communication contains "forward-looking statements" within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as "anticipate," "intend," "plan," "goal,"
"seek," "aim," "strive," "believe," "see," "project," "predict,"
"estimate," "expect," "continue," "strategy," "future," "likely,"
"may," "might," "should," "will," "would," "target," similar
expressions, and variations or negatives of these words.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations, and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy, and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks, and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Accordingly, you should not place
undue reliance on these statements, as actual results may vary
materially. A detailed discussion of some of the risks and
uncertainties that could cause our actual results and financial
condition to differ materially from the forward-looking statements
is described under the caption "Risk Factors" in our most recent
annual report on Form 10-K filed on March
13, 2018, along with our other filings with the U.S.
Securities and Exchange Commission. Any forward-looking statement
made by us in this communication is based only on information
currently available to us and speaks only as of the date of this
release. We do not assume any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws. Please consult our public
filings at www.sec.gov or www.cision.com.
About Cision
Cision Ltd. (NYSE: CISN) is a leading global provider of earned
media software and services to public relations and marketing
communications professionals. Cision's software allows users to
identify key influencers, craft and distribute strategic content,
and measure meaningful impact. Cision has over 4,000 employees with
offices in 15 countries throughout the Americas, EMEA, and APAC.
For more information about its award-winning products and services,
including the Cision Communications Cloud®, visit
www.cision.com and follow Cision on Twitter @Cision.
Use of Non-GAAP Financial Measures
Non-GAAP results are presented only as a supplement to our
financial statements based on U.S. generally accepted accounting
principles (GAAP). Non-GAAP financial information is provided to
enhance the reader's understanding of our financial performance,
but none of these non-GAAP financial measures are recognized terms
under GAAP, and non-GAAP measures should not be considered in
isolation or as a substitute for financial measures calculated in
accordance with GAAP. We use non-GAAP measures in our operational
and financial decision-making, believing that it is useful to
exclude certain items in order to focus on what we deem to be a
more reliable indicator of ongoing operating performance and our
ability to generate cash flow from operations. As a result,
internal management reports used during monthly operating reviews
include Adjusted net income per diluted share, among other
measures. Additionally, we believe that the presentation of
non-GAAP measures provides information that is useful to investors,
research analysts, investment banks and lenders under our 2017
First Lien Credit Facility as it indicates, for example, our
ability to meet capital expenditures and working capital
requirements and otherwise meet our obligations as they become due.
Investors are cautioned that non-GAAP financial measures are not a
substitute for GAAP disclosures. This communication includes
certain forward-looking non-GAAP financial measures. We are unable
to present without unreasonable efforts a reconciliation of
forward-looking non-GAAP financial information to the corresponding
GAAP financial information because management cannot reliably
predict all of the necessary information. Forward-looking non-GAAP
financial information is based on numerous assumptions, including
assumptions with respect to general business, economic, market,
regulatory and financial conditions and various other factors, all
of which are difficult to predict and many of which are beyond our
control. Accordingly, investors are cautioned not to place undue
reliance on this information.
Non-GAAP measures are frequently used by securities analysts,
investors, and other interested parties in their evaluation of
companies comparable to Cision, many of which present non-GAAP
measures when reporting their results. These measures can be useful
in evaluating our performance against our peer companies because we
believe the measures provide users with valuable insight into key
components of GAAP financial disclosures. However, non-GAAP
measures have limitations as an analytical tool. Non-GAAP measures
are not necessarily comparable to similarly titled measures used by
other companies. They are not presentations made in accordance with
GAAP, are not measures of financial condition or liquidity, and
should not be considered as an alternative to profit or loss for
the period determined in accordance with GAAP or operating cash
flows determined in accordance with GAAP. As a result, you should
not consider such performance measures in isolation from, or as a
substitute analysis for, results of operations as determined in
accordance with GAAP.
Cision defines Adjusted net income as net income (loss) plus
provision for (or minus benefit from) income taxes, further
adjusted for acquisition and offering related costs, (gains) losses
related to divested businesses or assets, stock-based compensation,
deferred revenue reduction from purchase accounting, amortization
related to acquired intangibles, non-recurring interest and losses
on extinguishment of debt, sponsor fees and expenses, and
unrealized translation losses (gains), which together, sum to
Adjusted net income (loss) before income taxes. Adjusted net income
(loss) before income taxes is then taxed at an assumed long term
corporate tax rate of 33% for 2017 and periods prior, and 26% for
2018 and beyond, pursuant to our preliminary analysis with respect
to recent U.S. tax law changes, to determine Adjusted net income.
All of the items included in the reconciliation from net income to
Adjusted net income are either non-cash items or are items that we
consider to be less useful in assessing our operating performance.
In the case of the non-cash items, we believe that investors can
better assess our operating performance if the measures are
presented without such items because, unlike cash expenses, these
adjustments do not affect our ability to generate free cash flow or
invest in our business. For example, by excluding the amortization
related to acquired intangibles, users can compare operating
performance without regard to highly variable amortization expenses
related to our acquisitions. In the case of the other items, we
believe that investors can better assess operating performance if
the measures are presented without these items because their
financial impact does not reflect ongoing operating
performance.
Cision defines Adjusted net income per diluted share as Adjusted
net income, as defined above, divided by the fully-diluted pro
forma weighted average shares outstanding for the period. The
fully-diluted pro forma weighted average shares outstanding for the
respective period assume that the exchange of shares pursuant to
our merger with Capitol Acquisition III had taken effect as of the
beginning of such period. Additionally, for purposes of calculating
the number of fully diluted shares outstanding, we have excluded
the potential impact of dilution from stock options and restricted
units issued and outstanding pursuant to our 2017 Omnibus Incentive
Plan.
Investor Contact:
Jack Pearlstein
Chief Financial Officer
Jack.Pearlstein@cision.com
Media Contact:
Nick Bell
Vice President, Marketing Communications and Content
CisionPR@cision.com
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