Cision Reports Full Second Quarter 2017 Results; Updates Full Year 2017 Outlook

CHICAGO, Aug. 9, 2017 /PRNewswire/ -- Cision Ltd. (NYSE: CISN), a leading global provider of software and services to public relations and marketing communications professionals, today reported results for the second quarter ended June 30, 2017.

http://photos.prnewswire.com/prnvar/20160519/369876LOGO

Highlights of the quarter include:

    --  Revenue increased 73% to $157.1 million;
    --  Operating income for the second quarter ended June 30, 2017 was $10.4
        million, a $24.2 million improvement versus the prior fiscal year's
        second quarter operating loss of $13.8 million;
    --  Adjusted EBITDA increased 89% to $58.5 million; and
    --  Adjusted pro forma net income per diluted share increased by 250% to
        $0.14.

"We are pleased to have delivered another solid quarter, our first as a public company - with improved organic revenue growth and continued margin expansion," said Kevin Akeroyd, Cision's Chief Executive Officer. "Over the coming quarters, we will keep our operational focus on delivering best-in-class products and services to our customers, executing on our remaining synergies, and driving toward meeting our 2017 goals and objectives."

Financial Results

    --  Revenue for the second quarter ended June 30, 2017 was $157.1 million, a
        73% increase over the prior fiscal year's second quarter revenue of
        $90.8 million;
    --  Net loss for the second quarter ended June 30, 2017 was $19.1 million, a
        $1.9 million improvement versus the prior fiscal year's second quarter
        net loss of $21.0 million;
    --  Fully-diluted pro forma net loss per share for the second quarter ended
        June 30, 2017 was $0.23, a $0.03 per share improvement versus the prior
        fiscal year's second quarter fully-diluted pro forma net loss per share
        of $0.26;
    --  Net cash provided by operating activities was $18.1 million for the six
        months ended June 30, 2017, a $36.5 million improvement versus the net
        cash used in operating activities of $18.4 million for the six months
        ended June 30, 2016;
    --  Earnings before interest, taxes, depreciation and amortization
        ("EBITDA") for the second quarter ended June 30, 2017 was $44.6 million,
        a $29.6 million improvement versus the prior fiscal year's second
        quarter EBITDA of $15.0 million;
    --  Adjusted EBITDA for the second quarter ended June 30, 2017 was $58.5
        million, a $27.5 million improvement versus the prior fiscal year's
        second quarter Adjusted EBITDA of $31.0 million;
    --  Adjusted net income for the second quarter ended June 30, 2017 was $11.6
        million, an $8.0 million improvement versus the prior fiscal year's
        second quarter Adjusted net income of $3.6 million;
    --  Adjusted pro forma net income per share for the second quarter ended
        June 30, 2017 was $0.14, a $0.10 per share improvement versus the prior
        fiscal year's second quarter Adjusted pro forma net income per share of
        $0.04;
    --  Adjusted net cash provided by operating activities was $38.7 million for
        the six months ended June 30, 2017, a $14.7 million improvement versus
        the prior fiscal year's six months ended June 30, 2016 adjusted net cash
        provided by operating activities of $24.0 million.

Business Statistics and Operational Highlights

    --  Cision/PRN US cross-sell bookings of $2.1 million (annual contract
        value) during the second quarter, bringing the total cross-sell bookings
        within the US to $9.3 million since the completion of the acquisition of
        PR Newswire;
    --  Cision/Bulletin US cross-sell bookings of $0.8 million (annual contract
        value) during the second quarter, bringing the total cross-sell bookings
        within the US to $0.8 million since the completion of the acquisition of
        Bulletin Intelligence;
    --  Significantly enhanced our industry leading Cision Communications
        Cloud(TM) platform, with releases that expanded social media monitoring
        capabilities, improved management and measurement of multi-channel PR
        campaigns, and integrated analytical tools such as Google Analytics and
        Adobe;
    --  The average number of subscription customers was approximately 36,100
        during the second fiscal quarter ended June 30, 2017;
    --  The average annualized revenue per subscription customer was
        approximately $10,300 during the second fiscal quarter ended June 30,
        2017;
    --  During the second fiscal quarter ended June 30, 2017, approximately
        33,200 customers purchased services from us on a transaction basis;
    --  The average revenue per customer that purchased services from us on a
        transaction basis was $1,560 during the second fiscal quarter ended June
        30, 2017;
    --  Americas revenues were $119.7 million for the second fiscal quarter
        ended June 30, 2017, an 87% increase over the prior fiscal year's second
        quarter Americas revenues of $64.0 million;
    --  EMEA revenues were $31.3 million for the second fiscal quarter ended
        June 30, 2017, a 20% increase over the prior fiscal year's second
        quarter EMEA revenues of $26.0 million; and
    --  APAC revenues were $6.1 million for the second fiscal quarter ended June
        30, 2017, a 663% increase over the prior fiscal year's second quarter
        APAC revenues of $0.8 million.

Fiscal Year 2017 Outlook
Our updated outlook for the full fiscal year ending December 31, 2017 appears below:

    --  Revenue of between $636 million and $640 million;
    --  Including the acquisition of Bulletin Intelligence and the divestiture
        of Vintage, as if both occurred on January 1, 2017, revenue of between
        $639 million and $643 million;
    --  Adjusted EBITDA of between $224 million and $226 million;
    --  Including the acquisition of Bulletin Intelligence and the divestiture
        of Vintage, as if they both occurred on January 1, 2017, Adjusted EBITDA
        of between $226 million and $228 million;
    --  Adjusted net income of between $60 million and $62 million; and
    --  Adjusted pro forma net income per share per of between $0.59 and $0.61.

Additionally, for the full fiscal year ending December 31, 2017, Cision expects:

    --  Depreciation expense of between $24 million and $26 million;
    --  Net interest expense, exclusive of debt extinguishment costs, of between
        $116 million and $118 million;
    --  Cash interest expense of between $103 million and $105 million, with
        second half 2017 cash interest expense of between $40 million and $42
        million;
    --  Amortization expense of between $114 million and $116 million, with $24
        million to $26 million of this amortization expense within cost of
        revenue and the remainder in general and administrative costs;
    --  Stock-based compensation expense of between $4 million and $5 million;
    --  Capital expenditures, inclusive of capitalized software development, of
        between $26 million and $28 million; and
    --  Adjusted net cash provided by operating activities of between $98
        million and $102 million.

The above outlook assumes the following exchange rates with respect to the British Pound, the Euro and the Canadian Dollar for the remainder of the fiscal year 2017:


    GBP to USD           1.31

    EUR to USD           1.18

    CAD to USD           0.79

Additionally, our outlook for the fiscal year 2017 excludes any additional acquisitions, divestitures, or other unanticipated events. See discussion of non-GAAP financial measures at the end of this release.

As previously announced, Cision will hold a conference call to discuss its second quarter 2017 results on August 9, 2017 at 5:00pm EDT. The conference call will be simultaneously webcast on the Investor Relations section of the company's website: http://investors.cision.com

Use of Non-GAAP Financial Measures
Non-GAAP results are presented only as a supplement to our financial statements based on US 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. Reconciliations of the most directly comparable GAAP measures to non-GAAP measures, such as EBITDA, Adjusted EBITDA, Adjusted net income, Adjusted net income per share, and Adjusted net cash provided by operating activities, are provided within the schedules attached to this release. 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 EBITDA, Adjusted net income, Adjusted net income per share, and Adjusted net cash provided by operating activities. We also believe that investors may find non-GAAP financial measures useful for the same reasons, although investors are cautioned that non-GAAP financial measures are not a substitute for GAAP disclosures. This communication also includes certain forward-looking non-GAAP financial measures. Cision is unable to present a reconciliation of this forward-looking non-GAAP financial information because management cannot reliably predict all of the necessary components of such measures. 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.

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. 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 proxy on Form S-4, 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 report. 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. is a leading global provider of 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 3,000 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(TM) visit www.cision.com and follow Cision on Twitter @Cision.


                                                      Cision Ltd. and its Subsidiaries

                                                    Condensed Consolidated Balance Sheets

                                             (in thousands, except per share and share amounts)

                                                                 (Unaudited)



                                                                       June 30,                    December 31,

                                                                                       2017                          2016
                                                                                       ----                          ----


    Assets

    Current assets:

                 Cash and cash equivalents                                           $337,659                       $35,135

                 Restricted cash                                                           20                           627

                 Accounts receivable, net                                             100,139                        87,605

                  Prepaid expenses and other current
                  assets                                                               20,253                        16,225

                      Total current assets                                            458,071                       139,592

    Property and equipment, net                                                      55,400                        47,947

    Other intangible assets, net                                                    497,778                       511,210

    Goodwill                                                                      1,103,558                     1,079,518

    Other assets                                                                      9,401                         8,801
                                                                                      -----                         -----

                      Total assets                                                 $2,124,208                    $1,787,068
                                                                                 ----------

    Liabilities, Mandatorily Redeemable Equity and Stockholders' Equity (Deficit)

    Current liabilities:

                 Current portion of long-term debt                                    $11,358                       $11,171

                  Due to Cision Owner, Convertible
                  Preferred Equity                                                          -                      443,102

                 Accounts payable                                                      14,622                         8,723

                 Accrued compensation and benefits                                     19,989                        26,109

                 Other accrued expenses                                                66,086                        54,862

                 Current portion of deferred revenue                                  129,711                       119,600
                                                                                    -------

                      Total current liabilities                                       241,766                       663,567

    Long-term debt, net of current
     portion                                                                      1,415,265                     1,383,877

    Deferred revenue, net of current
     portion                                                                          1,428                           961

    Deferred tax liability                                                           67,758                        83,209

    Other liabilities                                                                19,129                        14,507

                      Total liabilities                                             1,745,346                     2,146,121
                                                                                  ---------


    Series A-1 and Series C-2 mandatorily redeemable stockholders'
     equity, 5,498,688 shares authorized, issued and outstanding at
     December 31, 2016

            -                                          701


    Stockholders' equity (deficit):

                  Preferred stock, $0.0001 par value,
                  20,000,000 shares authorized; no
                  shares issued at June 30, 2017 and
                  December 31, 2016

                                                         -                                      -

                 Common stock, $0.0001 par value,
                  480,000,000 shares authorized;
                  120,512,402 and 28,369,644 issued
                  and outstanding at June 30, 2017 and
                  December 31, 2016, respectively

                                                        12                                       3

                 Additional paid-in capital                                           769,602                        11,448

                 Accumulated other comprehensive loss                                (51,308)                     (73,902)

                 Accumulated deficit                                                (339,444)                    (297,303)

                      Total stockholders' equity (deficit)                            378,862                     (359,754)
                                                                                    -------

                      Total liabilities, mandatorily
                       redeemable equity and stockholders'
                       equity (deficit)                                            $2,124,208                    $1,787,068
                                                                                 ----------


                                                                          Cision Ltd. and its Subsidiaries

                                                       Condensed Consolidated Statements of Operations and Comprehensive Loss

                                                                 (in thousands, except per share and share amounts)

                                                                                     (Unaudited)



                                                                                                               Three months ended June 30,              Six months ended June 30,
                                                                                                               ---------------------------              -------------------------

                                                                                                                        2017                    2016                    2017                      2016
                                                                                                                        ----                    ----                    ----                      ----




    Revenue                                                                                           $157,131                     $90,826             $302,949                   $168,530

    Cost of revenue                                                                                                   49,218                  32,120                  94,284                    60,657
                                                                                                                      ------                  ------                  ------                    ------

                                                                            Gross profit                               107,913                  58,706                 208,665                   107,873
                                                                                                                     -------

    Operating costs and expenses

                                                                       Sales and marketing                              28,010                  18,702                  55,300                    35,238

                                                                       Research and development                          5,566                   3,762                  11,018                     7,298

                                                                       General and administrative                       41,460                  35,977                  81,692                    54,321

                                                                       Amortization of intangible assets                22,466                  14,046                  43,477                    25,601
                                                                                                                      ------

                                                                            Total operating costs and expenses          97,502                  72,487                 191,487                   122,458
                                                                                                                      ------

                                                                            Operating income (loss)                     10,411                (13,781)                 17,178                  (14,585)

    Non operating income (losses)

                                                                       Foreign exchange gains (losses)                   (686)                  3,552                 (2,634)                    5,649

                                                                       Interest and other income, net                      224                     235                   2,273                       268

                                                                       Interest expense                               (36,328)               (20,438)               (73,243)                 (35,820)

                                                                       Loss on extinguishment of debt                        -               (23,591)                      -                 (23,591)
                                                                       ------------------------------

                                                                            Total non operating loss                  (36,790)               (40,242)               (73,604)                 (53,494)
                                                                                                                    --------

                                                                            Loss before income taxes                  (26,379)               (54,023)               (56,426)                 (68,079)

    Benefit from income taxes                                                                                        (7,231)               (33,057)               (14,285)                 (32,967)
                                                                                                                      ------                 -------                 -------                   -------

                                                                            Net loss                                 $(19,148)              $(20,966)              $(42,141)                $(35,112)
                                                                       --------


    Other comprehensive income
     (loss) -foreign currency
     translation adjustments                                                                                          16,700                (22,095)                 22,594                  (32,054)

                                                                       Comprehensive loss                             $(2,448)              $(43,061)              $(19,547)                $(67,166)
                                                                       ==================


    Note: Earnings per share figures below are pro forma for the
     merger with Capitol Acquisition Corp III (4) (6)
    ------------------------------------------------------------

    Net loss per share:

                                                                       Basic                                           $(0.23)                $(0.26)                $(0.51)                  $(0.43)

                                                                       Diluted                                         $(0.23)                $(0.26)                $(0.51)                  $(0.43)

    Weighted average shares outstanding used in computing per share
     amounts:

                                                                       Basic                                        82,920,632              82,075,873              82,500,586                82,075,873

                                                                       Diluted                                      82,920,632              82,075,873              82,500,586                82,075,873


                                                      Cision Ltd. and its Subsidiaries

                                              Condensed Consolidated Statements of Cash Flows

                                                               (in thousands)

                                                                (Unaudited)


                                                                                                                   Six months ended June 30,
                                                                                                                   -------------------------

                                                                                                                           2017                        2016
                                                                                                                           ----                        ----



    Cash flows from operating activities

    Net loss                                                                                             $(42,141)                $(35,112)

    Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities:

                                                                            Depreciation and
                                                                            amortization                                 67,290                      47,041

                                                                           Noncash interest
                                                                            charges and
                                                                            amortization of
                                                                            debt discount and
                                                                            deferred financing
                                                                            costs                                        10,285                      26,086

                                                                            Noncash yield on
                                                                            Convertible
                                                                            Preferred Equity
                                                                            Certificates                                  2,292                       1,302

                                                                            Payment of original
                                                                            issuance discount
                                                                            upon debt
                                                                            extinguishment                                    -                   (19,411)

                                                                            Equity-based
                                                                            compensation
                                                                            expense                                       1,926                       2,616

                                                                            Provision for
                                                                            doubtful accounts                             1,125                       1,331

                                                                            Deferred income
                                                                            taxes                                      (15,451)                   (37,765)

                                                                            Unrealized currency
                                                                            translation
                                                                            (gains) losses                                2,394                     (5,634)

                                                                            Gain on sale of
                                                                            business                                    (1,785)                          -

                                                                           Other                                          (168)                       (22)

                                                                           Changes in
                                                                            operating assets
                                                                            and liabilities,
                                                                            net of effect of
                                                                            acquisitions and
                                                                            disposals:

                                                                           Accounts receivable                            4,104                       5,732

                                                                            Prepaid expenses and other current
                                                                            assets                                        (766)                      (871)

                                                                           Other assets                                     170                        (79)

                                                                           Accounts payable                             (1,437)                        729

                                                                           Accrued compensation and benefits           (10,764)                    (1,373)

                                                                           Other accrued expenses                       (2,144)                      3,388

                                                                           Deferred revenue                               2,962                     (6,603)

                                                                           Other liabilities                                216                         210
                                                                                                                                                       ---

                                                                            Net cash provided by (used in)
                                                                            operating activities                         18,108                    (18,435)
                                                                                                                         ------                     -------

    Cash flows from investing activities

    Purchases of property and equipment                                                                               (5,273)                    (1,182)

    Software development costs                                                                                        (7,408)                    (5,835)

    Acquisitions of businesses, net of cash
     acquired of $12, 355 and $9,071                                                                                 (54,992)                  (805,214)

    Proceeds from disposal of business                                                                                 23,675                           3

    Change in restricted cash                                                                                             607                        (19)

                                                                           Net cash used in investing activities       (43,391)                  (812,247)
                                                                                                                        -------                    --------

    Cash flows from financing activities

    Proceeds from revolving credit facility                                                                      -                   33,475

    Payment of amounts due (to) from Cision
     Owner                                                                                                            (1,940)                    135,944

    Proceeds from term loan facility, net of
     debt discount of $1,108 and $105,930                                                                              28,892                   1,364,070

    Repayments of term loan facility                                                                                  (5,650)                  (700,019)

    Payments on capital lease obligations                                                                               (114)                      (149)

    Proceeds from the consummation of the
     Transactions                                                                                                     305,210                           -

                                                                            Net cash provided by financing
                                                                            activities                                  326,398                     833,321
                                                                                                                        -------                     -------

    Effect of exchange rate changes on cash
     and cash equivalents                                                                                               1,409                       (469)
                                                                                                                        -----                        ----

                                                                           Increase in cash and cash equivalents        302,524                       2,170

    Cash and cash equivalents

    Beginning of period                                                                                                35,135                      30,606
                                                                                                                       ------                      ------

    End of period                                                                                         $337,659                   $32,776
                                                                                                          --------                   -------


    Supplemental non-cash information

                                                                           Contribution of
                                                                            Convertible
                                                                            Preferred Equity
                                                                            Certificates in
                                                                            connection with
                                                                            Transactions                               $450,455              $            -

                                                                           Issuance of
                                                                            Convertible
                                                                            Preferred Equity
                                                                            Certificates in
                                                                            connection with
                                                                            acquisition                                       -                     40,000


                                                                        Cision Ltd. and its Subsidiaries

                                                       Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

                                                                                 (in thousands)

                                                                                  (Unaudited)


                                                    Three Months                            Three Months                   Six Months                 Six Months
                                                   Ended June 30,                          Ended June 30,                Ended June 30,             Ended June 30,
                                                                        2017                                     2016                          2017                        2016
                                                                        ----                                     ----                          ----                        ----

    Net income (loss)                                              $(19,148)                               $(20,966)                    $(42,141)                  $(35,112)

    Depreciation and amortization                                     34,698                                   25,018                        67,290                      47,041

    Interest expense and loss on extinguishment of
     debt                                                             36,328                                   44,029                        73,243                      59,411

    Provision (benefit) from income taxes                            (7,231)                                (33,057)                     (14,285)                   (32,967)

    EBITDA (1) (6)                                                   $44,647                                  $15,024                       $84,107                     $38,373
                                                                     -------                                  -------                       -------                     -------

    Acquisition related costs and expenses                            12,048                                   17,927                        20,287                      22,691

    Stock-based compensation                                             933                                    1,303                         1,926                       2,616

    Deferred revenue reduction from purchase
     accounting                                                          105                                        -                          105                           -

    Gain on sale of business                                               -                                       -                      (1,785)                          -

    Sponsor fees and expenses                                            144                                      198                           284                         326

    Unrealized translation loss (gain)                                   619                                  (3,484)                        2,394                     (5,634)

    Adjusted EBITDA (2) (6)                                          $58,496                                  $30,968                      $107,318                     $58,372
                                                                     =======                                  =======                      ========                     =======


                                                                                                         Cision Ltd. and its Subsidiaries

                                                                  Reconciliation of Net Income (Loss) to Adjusted Net Income and Adjusted Pro Forma Net Income per Diluted Share

                                                                                                (in thousands, except per share and share amounts)

                                                                                                                    (Unaudited)



                                                                               Three Months Ended                                Three Months Ended                              Six Months Ended             Six Months Ended

                                                                                  June 30, 2017                                     June 30, 2016                                  June 30, 2017                June 30, 2016
                                                                                 -------------                                     -------------                                   -------------                -------------

    Net income (loss)                                                                                 $(19,148)                                         $(20,966)                                 $(42,141)                    $(35,112)

    Provision (benefit) from income taxes                                                               (7,231)                                          (33,057)                                  (14,285)                     (32,967)

    Acquisition related costs and expenses                                                               12,048                                             17,927                                     20,287                        22,691

    Gain on sale of business                                                                                  -                                                 -                                   (1,785)                            -

    Stock-based compensation expense                                                                        933                                              1,303                                      1,926                         2,616

    Deferred revenue reduction from purchase accounting                                                     105                                                  -                                       105                             -

    Amortization related to acquired intangible assets                                                   28,717                                             19,277                                     55,376                        35,584

    Debt refinancing, CPEC interest and debt extinguishment costs                                         1,065                                             24,242                                      3,979                        24,893

    Sponsor fees and expenses                                                                               144                                                198                                        284                           326

    Unrealized translation loss (gain)                                                                      619                                            (3,484)                                     2,394                       (5,634)
                                                                                                            ---                                             ------                                      -----                        ------

    Adjusted Income (loss) before income taxes                                                          $17,252                                             $5,440                                    $26,140                       $12,397

    Less: Income tax at 33% rate                                                                        (5,693)                                           (1,795)                                   (8,626)                      (4,091)
                                                                                                         ------                                             ------                                     ------                        ------

    Adjusted net income (3) (6)                                                                         $11,559                                             $3,645                                    $17,514                        $8,306
                                                                                                        =======                                             ======                                    =======                        ======

    Pro forma fully-diluted weighted average shares outstanding
     (4) (6)                                                                                             82,921                                             82,076                                     82,501                        82,076

    Adjusted Pro forma Net income per diluted share (4) (6)                                               $0.14                                              $0.04                                      $0.21                         $0.10
                                                                                                          =====                                              =====                                      =====                         =====


                                  Cision Ltd. and its Subsidiaries

     Reconciliation of Net Cash Provided by (Used in) Operating Activities to Adjusted Net Cash

                             Provided by (Used in) Operating Activities

                                           (in thousands)

                                            (Unaudited)


                        Six Months Ended         Six Months Ended

                          June 30, 2017            June 30, 2016
                          -------------            -------------

    Net cash provided
     by (used in)
     operating
     activities                          $18,108                  $(18,435)

    Payment of original
     issuance discount
     upon debt
     extinguishment                            -                    19,411

    Acquisition related
     costs and expenses                   20,572                     23,016

    Adjusted net cash
     provided by
     operating
     activities (5) (6)                  $38,680                    $23,992
                                         =======                    =======

(1) Cision defines EBITDA as net income (loss), plus depreciation and amortization expense, plus interest expense and loss on extinguishment of debt, plus provision for (or minus benefit from) income taxes.

(2) Cision defines Adjusted EBITDA as net income (loss), plus depreciation and amortization expense, plus interest expense and loss on extinguishment of debt, plus provision for (or minus benefit from) income taxes, further adjusted for the following items: acquisition related costs and expenses, stock-based compensation, deferred revenue reduction from purchase accounting, (gains) losses related to divested businesses or assets, sponsor fees and expenses, and unrealized translation losses (gains). All of the items included in the reconciliation from net income to Adjusted EBITDA 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 depreciation and amortization from EBITDA, users can compare operating performance without regard to different accounting determinations such as useful life. 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.

(3) Cision defines Adjusted net income as net income (loss) plus provision for (or minus benefit from) income taxes, further adjusted for acquisition related costs and expenses, (gains) losses related to divested businesses or assets, stock-based compensation, deferred revenue reduction from purchase accounting, amortization related to acquired intangibles, debt refinancing, CPEC interest and debt extinguishment costs, 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% to determine Adjusted net income (loss). 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.

(4) Adjusted pro forma net income per diluted share is defined as Adjusted net income (loss), 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.

(5) Adjusted net cash provided by (used in) operating activities is defined as net cash provided by (used in) operating activities adjusted for the payment of original issue discount upon debt extinguishment, and acquisition related costs and expenses.

(6) Adjusted net income (loss), Adjusted pro forma net income (loss) per diluted share, EBITDA, Adjusted EBITDA, and Adjusted cash flow provided by (used in) operating activities, are used by many of our investors, research analysts, investment bankers, and lenders to assess our operating performance. For example, a measure similar to Adjusted EBITDA is required by the lenders under our term loan and revolving credit agreements.

Investor Contact:
Jack Pearlstein
Chief Financial Officer
Jack.Pearlstein@Cision.com

Media Contact:
Nick Bell
Vice President, Marketing Communications and Content
nick.bell@cision.com

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SOURCE Cision Ltd.