Cision Reports First Quarter 2019 Results; Provides Updated Full Year 2019 Outlook

CHICAGO, May 9, 2019 /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 first quarter ended March 31, 2019.

Financial Highlights

First Quarter 2019

    --  Revenue increased 3.6% to $185.8 million
    --  Revenue, excluding the impact of purchase accounting, increased 4.8% to
        $188.9 million
    --  Operating income decreased 40.7% to $7.2 million
    --  Net income was $11.6 million versus a prior year net loss of $0.4
        million
    --  Adjusted EBITDA increased 8.4% to $63.1 million
    --  Adjusted net income increased 16.9% to $27.0 million
    --  Adjusted net income per share was $0.19

"We are pleased to have delivered strong financial results for the first quarter of 2019, including record organic constant currency revenue growth of 4.9% versus the prior year, with solid growth in both the core business and in each of Falcon and TrendKite," said Kevin Akeroyd, Cision's Chief Executive Officer. "We have dramatically improved the value proposition we bring to our public relations and marketing communications customers, and these new offerings will feature prominently in our plans to further extend our industry leadership position. Over the coming quarters, our priorities will be on completing our outstanding integration work, while driving towards our long-term financial goals and objectives."

First Quarter Business Statistics and Operational Highlights

    --  Americas revenues increased 3.8% to $126.4 million
    --  EMEA revenues increased 2.1% to $51.6 million
    --  APAC revenues increased 11.8% to $7.8 million
    --  Non-core revenues declined 53.6% to $0.6 million
    --  Average pro forma subscription customers increased 5.5% to approximately
        45,300
    --  Average annualized pro forma revenue per subscription customer,
        excluding the impact of currency, increased 0.7% to approximately
        $11,600
    --  Customers that purchased services from us on a transaction basis
        decreased 6.4% to approximately 37,700
    --  Average quarterly pro forma revenue per customer that purchased services
        from us on a transaction basis, excluding the impact of currency,
        increased 4.7% to approximately $1,440
    --  Cross-sell bookings of software, distribution and insights in the US
        increased 8.4% to $3.0 million

Subscription and Transaction Customer Trends

All of the figures below include our acquisitions of Falcon.io ("Falcon") and TrendKite, Inc. ("TrendKite") and exclude the divestiture of our email marketing business for all periods shown and have been further adjusted to exclude the impact of fluctuations in foreign currency.


                     
     Q1 2018      
     Q2 2018       
     Q3 2018        
     Q4 2018         
     Q1 2019         Q1 2019 compared to Q1 2018



     Average pro
      forma
      subscription
      customers              42,884          44,025           44,499            45,333            45,243                             5.5%


     Average
      annualized pro
      forma revenue
      per
      subscription
      customer              $11,475         $11,579          $11,731           $11,612           $11,552                             0.7%


     Pro forma
      transaction
      customers              40,216          41,172           38,152            39,173            37,662                           (6.4%)


     Average pro
      forma revenue
      per
      transaction            $1,375          $1,447           $1,350            $1,518            $1,439                             4.7%

Updated Full Year 2019 Outlook and Initial Second Quarter 2019 Outlook

Our updated outlook for the full fiscal year ending December 31, 2019 appears below (all figures in millions, except share and per share amounts). Additionally, due to our acquisitions of Falcon and TrendKite and the divestiture of our email marketing assets that were all completed in the first quarter of 2019, we have provided an initial outlook for our second quarter ending June 30, 2019. These estimates are based on a number of assumptions that management believes to be reasonable and reflect our expectations as of the date of this release. Actual results may differ materially from these estimates as a result of various factors, and Cision refers you to the cautionary language regarding "Forward Looking Statements" included in this press release when considering this information.


                             
     
            Updated 2019 
         
                Prior 2019                Initial Q2 2019   Q2 2018




     Revenue                     
          $773 - $783         
              $775 - $785        
              $190 - $192    $187.5


      Revenue, excluding the
       impact from purchase
       accounting                 
          $782 - $792         
              $782 - $792        
              $193 - $195    $187.8


      Net income (loss)             
          $10 - $20     
            ($1) - $4            
           ($1) - $1             ($6.6)


      Net income (loss) per
       share                    
          $0.07 - $0.14   
           ($0.01) - $0.02       
          ($0.01) - $0.01         ($0.05)


      Adjusted EBITDA             
          $270 - $275         
              $270 - $275          
              $65 - $67     $66.1


      Adjusted net income         
          $122 - $125         
              $122 - $125          
              $28 - $30     $29.3


      Adjusted net income
       per diluted share        
          $0.82 - $0.85       
              $0.82 - $0.85      
              $0.20 - $0.21     $0.23


      Pro-forma fully
       diluted weighted
       average shares
       outstanding                             148.0                           148.0                          148.0      127.4


      Depreciation expense          
          $29 - $32           
              $30 - $33            
              $7 - $8      $7.4


      Amortization expense         
          $95 - $100         
              $105 - $110          
              $23 - $25     $26.2


      Amortization expense
       included in cost of
       revenue                      
          $20 - $23           
              $24 - $26            
              $5 - $6      $5.9


      Interest expense,
       including debt
       extinguishment costs         
          $73 - $77           
              $76 - $79          
              $18 - $19     $20.5


      Cash interest expense         
          $65 - $67           
              $64 - $66          
              $16 - $17     $16.3


      Stock-based
       compensation                  
          $9 - $10            
              $7 - $10            
              $2 - $3      $0.9


      Capital expenditures,
       inclusive of
       capitalized software
       development                  
          $40 - $43           
              $38 - $42           
              $9 - $10      $6.3

The above outlook assumes the inclusion of results from our acquisitions from the date of their respective acquisitions through the quarter ended June 30, 2019 and year ended December 31, 2019, and the inclusion of results from our e-mail marketing assets from January 1, 2019 through the date of its divestiture. The updated outlook above assumes LIBOR of approximately 2.6%, EURIBOR of approximately 0%, and the following exchange rates with respect to the British Pound, the Euro and the Canadian Dollar for fiscal year 2019:


                 
     Current   
     Prior



     GBP to USD        1.29     1.29



     EUR to USD        1.12     1.14



     CAD to USD        0.74     0.76

A number of foreign currencies, including the Euro, the Canadian Dollar and the Swedish Kroner, have recently weakened against the US dollar. The negative impact of these changes in foreign exchange rates to our updated full year 2019 revenue and Adjusted EBITDA outlook since issuing our prior full year 2019 outlook is approximately $2.0 million and $1.0 million, respectively. We left both our full year 2019 revenue outlook, excluding the impact from purchase accounting and our full year 2019 Adjusted EBTDA outlook unchanged despite this anticipated currency headwind. Additionally, our outlook for 2019 excludes any additional acquisitions, divestitures, or other unanticipated events. See our discussion of non-GAAP financial measures included in this release.

Conference Call and Webcast
As previously announced, we will hold a conference call and webcast to review our first quarter 2019 financial results on Thursday, May 9, 2019 at 5:00 pm EDT. To hear the live event, visit the Cision investor website at http://investors.cision.com, or by dialing 1-877-443-4809 (participant dial in toll free) or 1-412-317-5235 (participant dial in International). For those accessing the call via Cision's investor website, we suggest logging in at least 15 minutes prior to the start of the live event. For those dialing in, participants should ask to be joined into the Cision Ltd. earnings call. A replay of the earnings webcast will be available approximately two hours after the conclusion of the live event on May 9, 2019. To access the webcast recording / conference replay, visit http://investors.cision.com or you can dial 1-877-344-7529 (US), 1-412-317-0088 (International), or 1-855-669-9658 (Canada). The replay access code for the earnings call is 10131339. The replay will be available through May 23, 2019.

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, including statements regarding our future financial and operating performance outlook for the fiscal year ending December 31, 2019, as well as information relating to the acquisitions of Falcon.io and TrendKite and our divestiture of certain e-mail marketing assets and our realization of the expected benefits therefrom. 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 1, 2019, 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. (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 4,500 employees with offices in 22 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.


                                            
              
              Cision Ltd. and its Subsidiaries


                                          
              
              Condensed Consolidated Balance Sheets


                                   
              
              (in thousands, except per share and share amounts)


                                                       
            
                (Unaudited)




                                                              
              
                March 31,             
     
     December 31,


                                                                                           2019                           2018




     
                Assets



     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-of-use assets                                             65,737



     Deferred tax asset                                                               4,101                          4,034



     Other assets                                                                     8,762                          7,652



              
              Total assets                                                $2,248,207                     $1,866,376



                   Liabilities and Stockholders' Equity



     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


                         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



     Deferred tax liability                                                          74,407                         69,232



     Other liabilities                                                               10,738                         21,601



              
              Total liabilities                                            1,756,812                      1,578,059




     Commitments and contingencies



     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


                        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


                                                    
              
                Cision Ltd. and its Subsidiaries

                            
              
                Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

                                              
              
                (in thousands, except for per share amounts)

                                                              
              
                (Unaudited)






                                                                                      Three months ended March 31,



                                                                                                              2019                         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


                         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                      $(0.00)


              
              Diluted                                                                             $0.08                      $(0.00)


      Weighted average shares outstanding used 
              in computing per share
       amounts:


              
              Basic                                                                         145,413,574                  123,946,264


              
              Diluted                                                                       146,356,683                  123,946,264


                                                                  
              
                Cision Ltd. and its Subsidiaries

                                                           
              
                Condensed Consolidated Statements of Cash Flows

                                                                           
              
                (in thousands)

                                                                             
              
                (Unaudited)




                                                                                                                  Three months ended March 31,



                                                                                                                                          2019                  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 currency
                            translation
                            (gains) losses                                      (3,008)                                                          7,864


                           Gain on sale of
                            business                                           (28,144)


                           Payment of
                            contingent
                            consideration                                       (4,296)


                           Other                                                                                                                                 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


                           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)


                           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



     Other                                                                                                                              21


                                                            Net cash used in investing
                                                             activities                                                              (115,986)             (71,485)






     
                Cash flows from financing activities


      Proceeds from revolving credit facility                                                                                        40,000


      Repayment of revolving credit facility                                                                                       (40,000)


      Proceeds from term credit facility, net
       of debt discount of $1,013                                                                                                    73,987


      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


      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



     End of the period                                                                                                             $83,513              $107,848





                   Supplemental disclosure of cash flows information


      Issuance of shares for acquisitions                                                                                           182,248                20,143

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 Adjusted EBITDA, and Adjusted net income per share, 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, and Adjusted net income per share. Additionally, we believe that the presentation of non-GAAP measures provides information that is useful to investors 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 also 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 Ltd. and its Subsidiaries


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

                  
              
                (in millions)

                   
              
                (Unaudited)




                                                                           Three months ended
                                                                            March 31,



                                         2019                     2018                         Change

                                                                                                ---

      Net income (loss)                 $11.6                   $(0.4)                         $12.1


      Depreciation and
       amortization                      31.0                     33.3                          (2.3)


      Interest expense and
       loss on
       extinguishment of
       debt                              19.6                     22.1                          (2.5)


      Provision for (benefit
       from) income taxes                 7.5                   (17.7)                          25.2

                                                                                                ---


     EBITDA (1)                         69.8                     37.3                           32.5

                                                                                                ---

      Acquisition and
       offering related
       costs                             19.3                     10.9                            8.4


      Stock-based
       compensation                       2.1                      1.3                            0.7


      Deferred revenue
       reduction from
       purchase accounting                3.1                      0.9                            2.2


      Gain on sale of
       business                        (28.1)                     0.0                         (28.1)


      Unrealized translation
       (gain) loss                      (3.0)                     7.9                         (10.9)

                                                                                                ---

      Adjusted EBITDA (2)               $63.1                    $58.2                           $4.9


                                                           
              
                Cision Ltd. and its Subsidiaries

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

                                                
              
                (in millions, except for per share and share amounts)

                                                                     
              
                (Unaudited)




                                                                                                                                                      Three months ended March 31,



                                                                                                                                       2019                          2018               Change

                                                                                                                                                                                         ---


     Net income (loss)                                                                                                               $11.6                        $(0.4)               $12.1



     Provision for (benefit from) income taxes                                                                                         7.5                        (17.7)                25.2



     Acquisition and offering related costs                                                                                           19.3                          10.9                  8.4



     Gain on sale of business                                                                                                       (28.1)                                           (28.1)



     Stock-based compensation expense                                                                                                  2.1                           1.3                  0.8



     Deferred revenue reduction from purchase accounting                                                                               3.1                           0.9                  2.2



     Amortization related to acquired intangible assets                                                                               23.7                          25.9                (2.2)



     Non-recurring interest and loss on extinguishment of debt                                                                         0.4                           2.4                (2.1)



     Unrealized translation (gain) loss                                                                                              (3.0)                          7.9               (10.9)

                                                                                                                                                                                         ---


     Adjusted Income before income taxes                                                                                              36.5                          31.3                  5.3



     Less: Income tax at a 26% rate                                                                                                  (9.5)                        (8.1)               (1.4)

                                                                                                                                                                                         ---


     Adjusted net income (3)                                                                                                         $27.0                         $23.1                 $3.9




     Pro forma fully-diluted weighted average shares outstanding                                                                     145.4                         123.9                 21.5



     Adjusted net income per diluted share (4)                                                                                       $0.19                         $0.19          
     $       -


     
              
                Cision Ltd. and its Subsidiaries

                    Reconciliation of Net Cash Provided by Operating Activities to Adjusted Net Cash Provided by

           
              
                Operating Activities

               
              
                (in millions)

                
              
                (Unaudited)




                                                    Three months ended
                                                     March 31,



                                 2019                     2018                                        Change

                                                                                                       ---

       Net cash
        provided by
        operating
        activities              $28.9                    $36.3                                        $(7.4)


       Acquisition
        and offering
        related
        costs                    19.3                     10.9                                           8.4

                                                                                                       ---

       Adjusted net
        cash
        provided by
        operating
        activities
        (5)                    $48.2                    $47.2                                          $1.0




              (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
                                  EBITDA, further adjusted for
                                  acquisition and offering related
                                  costs, 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 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
                                  26%. 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)              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. For purposes of
                                  calculating the number of fully
                                  diluted shares outstanding, we have
                                  excluded the potential impact of
                                  dilution from outstanding warrants
                                  to purchase shares of our common
                                  stock prior to the dates of their
                                  conversion, and stock options and
                                  restricted units issued and
                                  outstanding pursuant to our 2017
                                  Omnibus Incentive Plan. During the
                                  second quarter of fiscal 2018, we
                                  issued an aggregate of 6,342,989
                                  ordinary shares (6,100,209 ordinary
                                  shares on May 18, 2018 and 242,780
                                  ordinary shares on June 4, 2018), in
                                  exchange for all of our outstanding
                                  warrants, pursuant to the completion
                                  of our warrant exchange
                                  transactions. During the third
                                  quarter of 2018, we issued 2,000,000
                                  ordinary shares for the earn-out
                                  achieved during the quarter.
                                  Commencing on these respective
                                  issuance dates, we included the
                                  issued shares in our fully-diluted
                                  pro forma weighted average share
                                  count.





              (5)              Cision defines Adjusted net cash
                                  provided by operating activities as
                                  net cash provided by operating
                                  activities adjusted for acquisition
                                  related costs and expenses.

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

Media Contact:
Jenn Deering Davis
VP, Communications
Jenn.Deering.Davis@cision.com

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SOURCE Cision Ltd.