10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

Commission File Number: 001-38140

Cision Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

130 East Randolph Street, 7th Floor

Chicago, Illinois 60601

(Address of principal executive offices)

(Zip code)

(866) 639-5087

(Registrant’s telephone number, including area code)

Not Applicable.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer x	Non-accelerated filer ¨	Smaller reporting company ¨
			Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of ordinary shares, par value $0.0001 per share, of the registrant outstanding at November 7, 2018 was 132,713,555.

CISION LTD. AND ITS SUBSIDIARIES

INDEX

PART I. – FINANCIAL INFORMATION	3
Item 1. – Financial Statements	3
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. – Quantitative and Qualitative Disclosures About Market Risk	35
Item 4. – Controls and Procedures	36
PART II. – OTHER INFORMATION	36
Item 1. – Legal Proceedings	36
Item 1A. – Risk Factors	37
Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3. – Defaults Upon Senior Securities	37
Item 4. – Mine Safety Disclosures	37
Item 5. – Other Information	37
Item 6. – Exhibits	37
SIGNATURES	39

2

PART I. – FINANCIAL INFORMATION

Item 1. – Financial Statements

Cision Ltd. and its Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share and share amounts)

(Unaudited)

	September 30, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	84,192		$	148,654
Accounts receivable, net		113,821			113,008
Prepaid expenses and other current assets		21,426			19,896
Total current assets		219,439			281,558
Property and equipment, net		54,032			53,578
Other intangible assets, net		406,515			456,291
Goodwill		1,179,597			1,136,403
Other assets		6,429			7,528
Total assets	$	1,866,012		$	1,935,358
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	13,251		$	13,349
Accounts payable		12,560			13,327
Accrued compensation and benefits		25,718			25,873
Other accrued expenses		75,128			73,483
Current portion of deferred revenue		140,493			140,351
Total current liabilities		267,150			266,383
Long-term debt, net of current portion		1,206,313			1,266,121
Deferred revenue, net of current portion		1,258			1,412
Deferred tax liability		65,068			62,617
Other liabilities		20,778			22,456
Total liabilities		1,560,567			1,618,989
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding at September 30, 2018 and December 31, 2017		—			—
Common stock, $0.0001 par value, 480,000,000 shares authorized; 132,713,555 and 122,634,922 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively		13			12
Additional paid-in capital		795,668			771,813
Accumulated other comprehensive loss		(55,907	)		(35,111	)
Accumulated deficit		(434,329	)		(420,345	)
Total stockholders' equity		305,445			316,369
Total liabilities and stockholders' equity	$	1,866,012		$	1,935,358

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Cision Ltd. and its Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
Revenue	$	177,236		$	159,729		$	544,004		$	462,678
Cost of revenue		69,177			53,287			200,212			147,571
Gross profit		108,059			106,442			343,792			315,107
Operating costs and expenses
Sales and marketing		27,367			27,931			85,345			83,231
Research and development		7,292			5,661			22,282			16,679
General and administrative		39,002			36,127			126,762			117,819
Amortization of intangible assets		20,167			22,829			60,681			66,306
Total operating costs and expenses		93,828			92,548			295,070			284,035
Operating income		14,231			13,894			48,722			31,072
Non operating income (expense):
Foreign exchange gains (losses)		2,196			802			10,277			(1,832	)
Interest and other income, net		380			177			472			2,450
Interest expense		(19,785	)		(23,063	)		(59,947	)		(96,306	)
Loss on extinguishment of debt		-			(51,872	)		(2,432	)		(51,872	)
Total non operating loss		(17,209	)		(73,956	)		(51,630	)		(147,560	)
Loss before income taxes		(2,978	)		(60,062	)		(2,908	)		(116,488	)
Provision for (benefit from) income taxes		3,070			(13,653	)		10,016			(27,938	)
Net loss	$	(6,048	)	$	(46,409	)	$	(12,924	)	$	(88,550	)
Other comprehensive income (loss) - foreign currency translation adjustments		(2,479	)		13,371			(20,796	)		35,965
Comprehensive loss	$	(8,527	)	$	(33,038	)	$	(33,720	)	$	(52,585	)
Net loss per share:
Basic and diluted	$	(0.05	)	$	(0.38	)	$	(0.10	)	$	(1.47	)
Weighted-average shares outstanding used in computing per share amounts:
Basic and diluted		131,104,859			120,584,316			127,507,314			60,120,689

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Cision Ltd. and its Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2018			2017
Cash flows from operating activities
Net loss	$	(12,924	)	$	(88,550	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		100,186			103,392
Non-cash interest charges and amortization of debt discount and deferred financing costs		10,158			62,824
Equity-based compensation expense		3,713			2,944
Provision for doubtful accounts		3,972			2,247
Deferred income taxes		3,437			(29,970	)
Unrealized foreign currency losses (gains)		(10,338	)		1,551
Gain on sale of business		—			(1,785	)
Other		86			(171	)
Changes in operating assets and liabilities, net of effects of acquisitions and disposal:
Accounts receivable		967			7,018
Prepaid expenses and other current assets		(1,133	)		1,072
Other assets		(726	)		113
Accounts payable		(1,721	)		(2,110	)
Accrued compensation and benefits		(321	)		(10,207	)
Other accrued expenses		(7,320	)		(4,123	)
Deferred revenue		1,767			(3,593	)
Other liabilities		(14	)		(2,310	)
Net cash provided by operating activities		89,789			38,342
Cash flows from investing activities
Purchases of property and equipment		(10,325	)		(7,746	)
Software development costs		(12,026	)		(11,365	)
Acquisitions of businesses, net of cash acquired of $2,711 and $12,355		(66,463	)		(54,992	)
Proceeds from disposal of business		—			23,675
Change in restricted cash		5			607
Net cash used in investing activities		(88,809	)		(49,821	)
Cash flows from financing activities
Proceeds from revolving credit facility		—			5,000
Repayment of revolving credit facility		—			(38,475	)
Payment of amounts due to Cision Owner		—			(1,940	)
Proceeds from term credit facility, net of debt discount of $10,091		—			1,275,634
Repayments of term credit facility		(59,989	)		(1,494,501	)
Payments on capital lease obligations		—			(171	)
Payments of deferred financing costs		(294	)		—
Proceeds from merger and recapitalization		—			305,210
Payment of contingent consideration		(2,873	)		—
Net cash provided by (used in) financing activities		(63,156	)		50,757
Effect of exchange rate changes on cash and cash equivalents		(2,286	)		2,319
Increase (decrease) in cash and cash equivalents		(64,462	)		41,597
Cash and cash equivalents
Beginning of period		148,654			35,135
End of period	$	84,192		$	76,732
Supplemental disclosure of cash flows information
Issuance of securities by Cision Owner in connection with acquisition	$	—		$	7,000
Non-cash contribution from Cision Owner in connection with merger		—			451,139
Issuance of shares for acquisition		20,143			—

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Notes to Condensed Consolidated Financial Statements

1. Organization

Cision Ltd., a Cayman Islands company and its subsidiaries (collectively, “Cision”, or the “Company”), is a leading provider of cloud-based software, media intelligence and distribution services, and other related professional services to the marketing and public relations industry. Communications professionals use the Company’s products and services to identify and connect with media influencers, manage industry relationships, create and distribute content, monitor media coverage, perform advanced analytics and measure the effectiveness of their campaigns. The Company has primary offices in Chicago, Illinois, Beltsville, Maryland, Ann Arbor, Michigan, New York, New York, Cleveland, Ohio, and Albuquerque, New Mexico with additional offices in the United States, as well as Australia, Brazil, Canada, China, France, Germany, Hong Kong, India, Indonesia, Malaysia, Mexico, Portugal, Singapore, South Korea, Sweden, Taiwan, the United Kingdom, and Vietnam.

On March 19, 2017, the Company entered into a definitive agreement (the “Merger Agreement”) with Capitol Acquisition Corp. III (NASDAQ: CLAC; “Capitol”), a public investment vehicle, whereby the parties agreed to merge, resulting in the Company becoming a publicly listed company. This merger closed on June 29, 2017 (“Merger”), which resulted in the following (the “Transactions”):

· Holders of 490,078 shares of Capitol common stock sold in its initial public offering exercised their rights to convert those shares to cash at a conversion price of approximately $10.04 per share, or an aggregate of approximately $4.9 million. The per share conversion price of approximately $10.04 for holders of public shares electing conversion was paid out of Capitol’s trust account, which had a balance immediately prior to the closing of approximately $326.3 million.

· Of the remaining funds in the trust account: (i) approximately $16.2 million was used to pay Capitol’s transaction expenses and (ii) the balance of approximately $305.2 million was released to Cision to be used for working capital and general corporate purposes, including to pay down $294.0 million of the 2016 Second Lien Credit Facility, plus a 1% fee and interest. The debt repayment occurred in July 2017.

· Immediately after giving effect to the Transactions (including as a result of the conversions described above and certain forfeitures of Capitol common stock and warrants immediately prior to the closing), there were 120,512,402 shares of common stock and warrants to purchase 24,375,596 shares of common stock of Cision issued and outstanding.  During the nine months ended September 30, 2018, all warrants were converted to 6,342,989 common shares (see Note 7).

· Upon the closing, Capitol’s common stock, warrants and units ceased trading, and Cision’s common stock and warrants began trading on the NYSE and NYSE MKT, respectively, under the symbol “CISN” and “CISN WS,” respectively.

· Upon the completion of the Transactions, Canyon Holdings (Cayman), L.P., (“Cision Owner”) an exempted limited partnership formed for the purpose of owning and acquiring Cision through a series of transactions, received 82,075,873 shares of common stock of the Company and 1,969,841 warrants to purchase common stock of the Company, in exchange for all of the share capital and $450.5 million in Convertible Preferred Equity Certificates (“CPECs”) of Cision. Cision Owner also obtained the right to receive certain additional securities of the Company upon the occurrence of certain events.  As a result of the Company’s share price meeting certain milestones set forth in the Merger Agreement in October 2017 and September 2018 the Company issued an aggregate of 4,000,000 shares to Cision Owner.

· At the closing of the Transactions, Cision Owner held approximately 68% of the issued and outstanding common stock of the Company and stockholders of Capitol held approximately 32% of the issued and outstanding shares of the Company. During the nine months ended September 30, 2018, Cision Owner initiated a series of transactions that resulted in its holding dropping below 50% of the issued and outstanding ordinary shares of the Company; causing the Company to cease to qualify as a “controlled company” under the New York Stock Exchange listing standards.

The Merger Agreement, the Transactions and items related thereto are more fully described in the Company’s proxy statement/prospectus filed on June 15, 2017.

2. Significant Accounting Policies

Basis of Presentation and Earnings per Share

The Transactions were accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, the Transactions have been treated equivalent to Cision issuing stock for the net monetary assets of Capitol, accompanied by a recapitalization. The net assets of Capitol at the merger date have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Cision. As a result, these financial statements represent the continuation of Cision Ltd. and the historical shareholders’ equity and earnings per share calculations of Cision prior to the Transactions have been retrospectively adjusted for the equivalent number of shares received by Cision’s Owner, where applicable, pursuant to the Transactions. The accumulated deficit of Cision has been carried forward after the Transactions.

6

Notes to Condensed Consolidated Financial Statements (continued)

Prior to the completion of the Transactions, earnings per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 common shares. Immediately after the Transactions, 120,512,402 common shares were outstanding. Subsequent to the Merger, earnings per share are calculated based on the weighted number of common shares then outstanding. As part of the Transactions, the historical number of outstanding common shares were adjusted to 28,369,644 common shares, in order to retroactively reflect the Merger exchange ratio. Historical earnings per share also gives effect to this adjustment through June 29, 2017, the date of the Merger.

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair statement have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed on March 13, 2018.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, software development costs, useful lives of property, equipment and internal use software, intangible assets and goodwill, contingent liabilities, and fair value of equity-based awards and income taxes. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1	Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2	Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3	Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

Recent Accounting Pronouncements

The Company is an Emerging Growth Company and historically has adopted new accounting standards using the effective dates available for nonpublic entities. However, as of December 31, 2018, the Company will no longer be classified as an Emerging Growth Company and will be adopting new accounting standards in accordance with the effective dates set for public companies. All new accounting standards with public effective dates that have lapsed as of December 31, 2018, will be implemented by the Company during the fourth quarter of 2018 using the transition methods set forth by the FASB. The planned adoption dates outlined below have been updated to reflect the Company’s new required effective dates.

New Accounting Pronouncements Adopted

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company has elected to early adopt this guidance on a prospective basis beginning January 1, 2018. The Company has also elected to continue its historical accounting practice of estimating forfeitures in determining the amount of stock-based compensation expense to recognize, rather than accounting for forfeitures as they occur. The adoption of ASU 2016-09 did not have an impact on the Company’s consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. The amendments of ASU No. 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of this ASU would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The Company elected to early adopt ASU 2016-16 in the first quarter of fiscal 2018 and applied the guidance on a modified retrospective basis and recorded a cumulative-effect adjustment to retained earnings in the amount of $1.1 million.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350). The ASU eliminates Step 2 of the goodwill impairment test, which requires determining the fair value of assets acquired or liabilities assumed in a business combination. Under the amendments in this update, a goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company elected to early adopt ASU 2017-04 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. The Company adopted ASU 2017-09 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements.

7

Notes to Condensed Consolidated Financial Statements (continued)

Recent Accounting Pronouncements Not Yet Effective

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 supersedes existing revenue recognition requirements in ASU Topic 605, Revenue Recognition, and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The accounting for the recognition of costs related to obtaining customer contracts under Topic 606 is significantly different than current guidance, and Topic 606 will likely result in sales commissions and certain other costs capitalized, which will then be amortized over an estimated customer life. The Company will adopt this ASU during the fourth quarter of 2018, effective for fiscal year 2018, using the modified retrospective transition method. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities. This change primarily affects the accounting for equity investments, financial liabilities under the fair value options and the presentation and disclosure requirements for financial instruments. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force), which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. This ASU is effective for the Company’s fourth quarter of 2018, with early adoption permitted. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which will allow a reclassification from accumulated other comprehensive income to retained earnings for the tax effects resulting from “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Act”) that are stranded in accumulated other comprehensive income. This ASU also requires certain disclosures about stranded tax effects; however, it does not change the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations. This ASU is effective on January 1, 2019, with early adoption permitted. It must be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosure requirements related to fair value measurements. The ASU eliminates the requirement to disclosure and amount and reasons for transfers between Level 1 and Level 2 fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. Entities will now be required to disclose the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits- Defined Benefit Plans – General (Subtopic 715-20), which modifies the disclosure requirements for defined benefit pensions and other postretirement plans. The ASU adds and removes disclosure requirements from the current standard in an effort to improve the effectiveness of retirement benefit disclosures. The ASU is effective for fiscal years ended after December 15, 2020, early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), which clarifies the accounting for costs of implementing a cloud computing service arrangement. The ASU requires companies to capitalize the implementation costs associated with cloud computing service arrangements, regardless as to whether the contract contains a license. The ASU is effective for annual periods in 2020, including interim periods. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

8

Notes to Condensed Consolidated Financial Statements (continued)

3. Business Combinations and Dispositions

Sale of Vintage Net Assets

On March 10, 2017, the Company sold substantially all of the assets of its Vintage corporate filings business for approximately $26.6 million and received approximately $23.7 million in cash after escrow and expenses. The transaction resulted in a gain of approximately $1.8 million which was recorded as other income in the consolidated statements of operations and comprehensive loss. The Company was required to provide the purchaser with certain immaterial transition services through the end of 2017.

Purchase of Bulletin Intelligence

On March 27, 2017, the Company acquired all of the membership interests of Bulletin Intelligence, LLC, Bulletin News Network, LLC, and Bulletin News Investment, LLC (collectively, “Bulletin Intelligence”). The Company acquired Bulletin Intelligence to expand the Company’s ability to deliver actionable intelligence to senior leadership teams. During the nine months ended September 30, 2017, the Company incurred acquisition-related transaction costs of $1.0 million, which are included in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning March 27, 2017.

The purchase price was $71.8 million and consisted of $60.5 million in cash, the issuance of 70,000 Class A Shares by Cision Owner with a fair value of $5.2 million and contingent consideration valued at $6.1 million. The fair value of the contingent consideration was determined using a Monte Carlo simulation, which utilized management's projections of Bulletin Intelligence revenues over the earn-out period, and is considered a Level 3 measurement. Changes in fair value subsequent to the acquisition date will be recognized in earnings each reporting period until the arrangement is settled. The Company is required to pay contingent consideration that can be earned during the years ending December 31, 2017 and December 31, 2018 for each year dependent on the achievement of financial targets as defined by the agreement with no cap. For the year ended December 31, 2017, the former owners of Bulletin Intelligence earned $2.9 million in relation to the earn out, which was paid in March 2018. On the date of acquisition, the Company entered into a loan agreement with Cision Owner for $7.0 million and recorded a payable to Cision Owner of $7.0 million in the condensed consolidated balance sheet, which was contributed in the quarter ended June 30, 2017. The $1.8 million difference between the fair value of the Class A Units and the amount due to Cision Owner has been recorded as interest expense.

The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date.

The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities of Bulletin Intelligence acquired on March 27, 2017. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to ten years on an accelerated basis.  During the nine months ended September 30, 2018, the Company made a measurement period adjustment to the initial purchase price allocation resulting in a goodwill decrease of $2.0 million.  The Company completed the purchase price allocation during the three months ended March 31, 2018.

(in thousands)
Cash and cash equivalents	$	11,457
Accounts receivable, net		5,232
Prepaid and other assets		216
Property, equipment and software, net		704
Trade name		1,070
Customer relationships		28,870
Purchased technology		9,510
Goodwill		19,520
Total assets acquired		76,579
Accounts payable and accrued liabilities		(3,481	)
Deferred revenue		(1,271	)
Total liabilities assumed		(4,752	)
Net assets acquired	$	71,827

Goodwill will be deductible for tax purposes. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill, which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce.

Purchase of Argus

On June 22, 2017, the Company acquired all of the outstanding shares of L’Argus de la Presse (“Argus”), a Paris-based provider of media monitoring solutions, for €6.0 million (approximately $6.8 million) paid in cash at closing and up to €1.1 million (approximately $1.2 million) to be paid in cash over the next four years, subject to a working capital adjustment. The Company acquired Argus to deliver enhanced access to French media content, helping its global customer base understand and quantify the impact of their communications and media coverage in France.

9

Notes to Condensed Consolidated Financial Statements (continued)

The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning June 22, 2017.

The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date.

The following table summarizes the allocation of the purchase price by the Company to the fair value of the assets and liabilities of Argus acquired on June 22, 2017. The amounts related to intangible assets shown below are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to eight years on an accelerated basis. The Company completed the purchase price allocation as of June 30, 2018.

(in thousands)
Cash and cash equivalents	$	897
Accounts receivable, net		12,543
Prepaid and other assets		2,346
Property, equipment and software, net		5,543
Trade name		79
Customer relationships		1,989
Purchased technology		796
Goodwill		5,092
Total assets acquired		29,285
Accounts payable, accrued liabilities, and other liabilities		(16,610	)
Deferred revenue		(4,627	)
Total liabilities assumed		(21,237	)
Net assets acquired	$	8,048

During the nine months ended September 30, 2018, the Company made certain measurement period adjustments to the initial purchase price allocation resulting in a decrease in accounts receivable, net of $0.2 million and an increase in accounts payable and accrued liabilities of $1.3 million and an increase in goodwill of $1.5 million.

Goodwill is not deductible for tax purposes. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP.

Purchase of CEDROM

On December 19, 2017, the Company acquired all of the outstanding shares of CEDROM, a Montréal-based provider of digital media monitoring solutions, for CAD 33.1 million (approximately $25.9 million) paid in cash at closing, subject to a working capital adjustment. The Company acquired CEDROM to enhance access to media content from print, radio, television, web, and social media to help customers understand and quantify the impact of their communications in Canada and France.

The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning December 19, 2017.

The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date.

The following table summarizes the preliminary allocation of the purchase price by the Company to the fair value of the assets and liabilities of CEDROM. The amounts related to taxes and intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over five to twelve years on an accelerated basis. The Company expects to complete the purchase price allocation on or before December 31, 2018.

10

Notes to Condensed Consolidated Financial Statements (continued)

(in thousands)
Cash and cash equivalents	$	2,394
Accounts receivable, net		2,955
Prepaid and other assets		1,749
Property, equipment and software, net		1,256
Trade name		1,061
Customer relationships		3,517
Purchased technology		7,765
Goodwill		16,642
Total assets acquired		37,339
Accounts payable, accrued liabilities, and other liabilities		(4,288	)
Deferred revenue		(3,709	)
Deferred taxes		(3,412	)
Total liabilities assumed		(11,409	)
Net assets acquired	$	25,930

Goodwill is not deductible for tax purposes. The preliminary purchase price is subject to customary post-closing adjustments. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is primarily attributable to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP.

11

Notes to Condensed Consolidated Financial Statements (continued)

Purchase of Prime

On January 23, 2018, the Company completed its acquisition of PRIME Research (“Prime”). The purchase price was approximately €75.7 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock valued at €16.4 million ($20.1 million), and up to €6.2 million ($8.6 million) of deferred payments due within 18 months. The Company has the discretion to pay up to €2.5 million ($3.1 million) of the deferred payments with common stock. The acquisition of Prime will expand the Company’s comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts.  At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States.

Total acquisition costs related to the Prime acquisition were $5.4 million of which $2.3 million were incurred during the nine months ended September 30, 2018 and were included in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The acquisition was accounted for under the purchase method of accounting. The operating results are included in the accompanying condensed consolidated financial statements from January 23, 2018.

The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date.

The following table summarizes the preliminary allocation of the purchase price by the Company to the fair value of the assets and liabilities of Prime. The amounts related to taxes and intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over three to eleven years on an accelerated basis. The Company expects to complete the purchase price allocation on or before December 31, 2018.

(in thousands)
Cash and cash equivalents	$	2,711
Accounts receivable, net		8,186
Prepaid and other assets		1,320
Property, equipment and software, net		1,207
Trade name		1,436
Customer relationships		17,903
Purchased technology		9,881
Goodwill		57,465
Total assets acquired		100,109
Accounts payable, accrued liabilities, and other liabilities		(5,627	)
Deferred revenue		(426	)
Total liabilities assumed		(6,053	)
Net assets acquired	$	94,056

12

Notes to Condensed Consolidated Financial Statements (continued)

Approximately $38.8 million of goodwill is deductible for tax purposes pending any purchase price adjustments. The preliminary purchase price is subject to customary post-closing adjustments. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is primarily attributable to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP.

Other 2018 Acquisition

During the third quarter of 2018, the Company purchased certain immaterial technology and development assets to expand its products and services offerings, and the results of this acquisition have been included in the consolidated results from the acquisition date. The estimate of fair value for the assets acquired and liabilities assumed was based upon a preliminary calculation and valuation and is subject to change as additional information related to estimates during the measurement period is obtained (up to one year from the acquisition date). The primary areas of those preliminary estimates relate to certain identifiable intangible assets and goodwill.

The acquired entities of Bulletin Intelligence, Argus, CEDROM, and Prime together contributed revenue of $32.0 million and $16.6 million for the three months ended September 30, 2018 and 2017, respectively, and $98.2 million and $25.5 million for the nine months ended September 30, 2018 and 2017, respectively. Net income or loss from these acquisitions for the same period is impracticable to determine due to the extent of integration activities.

Supplemental Unaudited Pro Forma Information

The unaudited pro forma information below gives effect to the acquisitions of Bulletin Intelligence, Argus, and CEDROM as if they had occurred as of January 1, 2016 and Prime and the other 2018 acquisition as if they had occurred as of January 1, 2017. The pro forma results exclude the other acquisition in 2018 discussed above, as it was deemed not material. The pro forma results presented below show the impact of the acquisitions and related costs as well as the increase in interest expense related to acquisition-related debt.

	Three months ended September 30,						Nine months ended September 30,
(in thousands, except per share data)	2018			2017			2018			2017
Revenue	$	177,527		$	176,252		$	547,633		$	531,605
Net loss		(5,632	)		(45,654	)		(10,294	)		(91,272	)
Net loss per share - basic and diluted		(0.04	)		(0.38	)		(0.08	)		(1.52	)

4. Goodwill and Intangibles

Changes in the carrying amounts of goodwill since December 31, 2017 consisted of the following:

(in thousands)
Balance as of December 31, 2017	$	1,136,403
Adjustments of Bulletin Intelligence		(1,950	)
Adjustments of Argus		1,477
Acquisition of Prime Research		57,465
Other goodwill (1)		1,346
Effects of foreign currency		(15,144	)
Balance as of September 30, 2018	$	1,179,597

⁽¹⁾Not significant to the Company’s reported operating results or financial position.

Definite-lived intangible assets consisted of the following at September 30, 2018 and December 31, 2017:

	September 30, 2018
(in thousands)	Gross Carrying Amount		Foreign Currency Translation			Accumulated Amortization			Net Carrying Amount
Trade names and brand	$	372,010	$	(5,172	)	$	(106,300	)	$	260,538
Customer relationships		321,862		(16,476	)		(194,980	)		110,406
Purchased technology		145,951		(6,620	)		(103,760	)		35,571
Balances at September 30, 2018	$	839,823	$	(28,268	)	$	(405,040	)	$	406,515

13

Notes to Condensed Consolidated Financial Statements (continued)

	December 31, 2017
(in thousands)	Gross Carrying Amount		Foreign Currency Translation			Accumulated Amortization			Net Carrying Amount
Trade names and brand	$	370,435	$	(1,519	)	$	(75,273	)	$	293,643
Customer relationships		302,009		(12,472	)		(168,460	)		121,077
Purchased technology		133,830		(5,276	)		(86,983	)		41,571
Balances at December 31, 2017	$	806,274	$	(19,267	)	$	(330,716	)	$	456,291

Weighted-average useful life at September 30, 2018	Years
Trade names and brand		12.0
Customer relationships		6.6
Purchased technology		3.5

Future expected amortization of intangible assets at September 30, 2018 is as follows:

(in thousands)
Remainder of 2018	$	26,320
2019		86,067
2020		63,196
2021		51,704
2022		38,536
Thereafter		140,692
	$	406,515

5. Debt

Debt consisted of the following at September 30, 2018 and December 31, 2017:

	September 30, 2018
(in thousands)	Short-Term		Long-Term			Total
2017 First Lien Credit Facility	$	13,251	$	1,248,591		$	1,261,842
Unamortized debt discount and issuance costs		—		(42,278	)		(42,278	)
Balances at September 30, 2018	$	13,251	$	1,206,313		$	1,219,564

	December 31, 2017
(in thousands)	Short-Term		Long-Term			Total
2017 First Lien Credit Facility	$	13,349	$	1,318,262		$	1,331,611
Unamortized debt discount and issuance costs		—		(52,141	)		(52,141	)
Balances at December 31, 2017	$	13,349	$	1,266,121		$	1,279,470

2017 First Lien Credit Facility

On August 4, 2017, the Company entered into a refinancing amendment and incremental facility amendment (the “2017 First Lien Credit Facility”) to the 2016 First Lien Credit Facility, with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders. The 2017 First Lien Credit Facility provided for a tranche of refinancing term loans which refinanced the term loans under the 2016 First Lien Credit Facility in full and provided for additional term loans of $131.2 million. Upon effectiveness of the 2017 First Lien Credit Facility, the 2017 First Lien Credit Facility consists of:

(i) a revolving credit facility, which permits borrowings and letters of credit of up to $75.0 million (the “2017 Revolving Credit Facility”), of which up to $25.0 million may be used or issued as standby and trade letters of credit;

(ii) a $960.0 million Dollar-denominated term credit facility (the “2017 First Lien Dollar Term Credit Facility”); and

14

Notes to Condensed Consolidated Financial Statements (continued)

(iii) a €250.0 million Euro-denominated term credit facility (the “2017 First Lien Euro Term Credit Facility”) and, together with the 2017 First Lien Dollar Term Credit Facility, the “2017 First Lien Term Credit Facility” and collectively with the 2017 Revolving Credit Facility, the “2017 First Lien Credit Facility”).

The Company used the proceeds from the 2017 First Lien Term Credit Facility to repay all amounts then outstanding under the 2016 First Lien Credit Facility, all amounts outstanding under the 2016 Second Lien Credit Facility, pay all related fees and expenses, and retained remaining cash for general corporate purposes. The Company terminated the 2016 Second Lien Credit Facility in connection with establishing the 2017 First Lien Credit Facility.

On December 14, 2017, the Company amended the 2017 First Lien Credit Facility to borrow an additional $75.0 million of 2017 First Lien Dollar Term Credit Facility. The Company used the money for its acquisition of Prime Research Group.

On February 8, 2018, the Company completed its debt repricing transaction on its 2017 First Lien Credit Facility. The margins on the term loans under the 2017 First Lien Credit Facility were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 1.00%, 1.00% and 0.75%, respectively. The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 0.75%, 0.75% and 0.50%, respectively. The Company incurred approximately $2.0 million in financing costs in connection with the February 2018 repricing of the 2017 First Lien Credit Facility of which $0.1 million are being amortized using the effective interest method. As a result of this transaction, the Company recorded a loss on extinguishment of $2.4 million.

The obligations under the 2017 First Lien Credit Facility are collateralized by substantially all of the assets of Cision’s subsidiary, Canyon Companies S.à.r.l. and each of its subsidiaries organized in the United States (or any state thereof), the United Kingdom, the Netherlands, Luxembourg, and Ireland, subject to certain exceptions.

Interest is charged on U.S. dollar borrowings under the 2017 First Lien Credit Facility, at the Company’s option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branch’s prime lending rate, (ii) the overnight federal funds rate plus 50 basis points or (iii) the one-month adjusted LIBOR plus 1%), in each case, plus an applicable margin.

The margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the alternate base rate is 3.25%; the margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. Interest is charged on Euro borrowings under the 2017 First Lien Credit Facility at a rate based on the adjusted EURIBOR (a rate equal to the Euro interbank offered rate adjusted for statutory reserves), plus an applicable margin. The margin applicable to loans under the 2017 First Lien Euro Term Credit Facility bearing interest at the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. As of September 30, 2018, the applicable interest rate under the 2017 First Lien Dollar Term Credit Facility and the 2017 First Lien Euro Term Credit Facility was 5.64% and 3.50%, respectively.

The margin applicable to loans under the 2017 Revolving Credit Facility bearing interest at the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 3.00%, 4.00%, and 4.00% respectively; provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. The maturity dates of the 2017 Revolving Credit Facility and the 2017 First Lien Term Credit Facility are June 16, 2022 and June 16, 2023, respectively.

As of September 30, 2018, the Company had no outstanding borrowings and $1.5 million of outstanding letters of credit under the 2017 Revolving Credit Facility and $1,261.8 million outstanding under the 2017 First Lien Credit Facility.

The Company began to make quarterly principal payments starting December 31, 2017 under each of the 2017 First Lien Dollar Term Credit Facility of $2.6 million and the 2017 First Lien Euro Term Credit Facility of €0.6 million (which amount may be reduced by the application of voluntary and mandatory prepayments pursuant to the terms of the 2017 First Lien Credit Facility), with the remaining balance due June 16, 2023. During the nine months ended September 30, 2018, the Company made $50.0 million in voluntary prepayments and as a result wrote down $1.9 million of deferred financing and debt issuance costs.

15

Notes to Condensed Consolidated Financial Statements (continued)

The Company may also be required to make certain mandatory prepayments of the 2017 First Lien Credit Facility out of excess cash flow and upon the receipt of proceeds of asset sales and certain insurance proceeds (in each case, subject to certain minimum dollar thresholds and rights to reinvest the proceeds as set forth in the 2017 First Lien Credit Facility).

The 2017 First Lien Credit Facility includes a total net leverage financial maintenance covenant. Such covenant requires that, as of the last day of each fiscal quarter, the total net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility cannot exceed the applicable ratio set forth in the 2017 First Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the 2017 First Lien Credit Facility). The 2017 First Lien Credit Facility is also subject to certain customary affirmative covenants and negative covenants. Under the 2017 First Lien Credit Facility, the Company’s subsidiaries have restrictions on making cash dividends, subject to certain exceptions, including that the subsidiaries are permitted to declare and pay cash dividends: (a) in any amount, so long as the total net leverage ratio under the 2017 First Lien Credit Facility would not exceed 3.75 to 1.00 after making such payment; (b) in an amount per annum not greater than 6.0% of (i) the market capitalization of the Company’s common stock (based on the average closing price of its shares during the 30 trading days preceding the declaration of such payment) plus (ii) the $305.2 million in proceeds we received in the business combination with Capitol; (c) in an amount that does not exceed the sum of (i) $20.0 million, plus (ii) 50% of consolidated net income of the Company’s subsidiaries from January 1, 2016 to the end of the most recent quarter plus (iii) certain other amounts set forth in the definition of “Available Amount” in the Company’s 2017 First Lien Credit Facility (provided that it may only include the amounts of consolidated net income described in clause (ii) if the Company’s total net leverage ratio would not exceed 5.00 to 1.00 after making such payment); and (d) in an amount that does not exceed the total net proceeds we receive from any public or private offerings of its common stock or similar equity interests. As of September 30, 2018, the Company was in compliance with these covenants.

The 2017 First Lien Credit Facility provides that an event of default will occur upon specified change of control events. “Change in Control” is defined to include, among other things, the failure by Cision Owner, its affiliates and certain other “Permitted Holders” to beneficially own, directly or indirectly through one or more holding company parents of Cision, a majority of the voting equity of the borrower thereunder.

The fair value of the Company’s First Lien Credit Facility at September 30, 2018 and December 31, 2017 was $1,268.5 million and $1,347.3 million, respectively. The fair value of the Company’s First and Second Lien debt was considered Level 2 in the fair value hierarchy.

16

Notes to Condensed Consolidated Financial Statements (continued)

Future Minimum Principal Payments

Future minimum principal payments of debt as of September 30, 2018 are as follows:

(in thousands)
Remainder of 2018	$	3,313
2019		13,251
2020		13,251
2021		13,251
2022		13,251
Thereafter		1,205,525
	$	1,261,842

6. Stockholders’ Equity and Equity-Based Compensation

Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2018 and December 31, 2017, there are no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 480,000,000 shares of common stock with a par value of $0.0001 per share.

Prior to the Merger, Cision Owner issued equity units to employees for compensation purposes pursuant to the terms of its limited partnership agreement. Stock-based compensation was recorded based on the grant date fair values of these awards and will continue to be recorded until full vesting of these units has occurred. As a result of the consummation of the Merger, these outstanding units, held by Cision Owner, were converted into common stock of Cision. Any forfeitures of unvested units will be redistributed to existing unit holders and not returned to the Company. Equity awards to employees subsequent to the Merger will be made pursuant to the Company’s 2017 Omnibus Incentive Plan described below.

Equity-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2018		2017		2018		2017
Cost of revenue	$	151	$	84	$	376	$	225
Selling and marketing		192		65		416		175
Research and development		171		70		392		249
General and administrative		989		799		2,529		2,295
Total equity-based compensation expense	$	1,503	$	1,018	$	3,713	$	2,944

The 2017 Omnibus Incentive Plan

In June 2017, the Company adopted the 2017 Omnibus Incentive Plan (the “2017 Plan”). The 2017 Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2017 Plan.

The 2017 Plan reserved up to 6,100,000 shares of common stock of the Company for issuance in accordance with the plan’s terms, subject to certain adjustments. The purpose of the plan is to provide the Company’s officers, directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to the Company’s growth and profitability, with an incentive to assist the Company in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in the Company. Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four years based upon continuous service and expire ten years from the grant date. Restricted stock units are granted with an exercise price equal to the market value of the Company's common stock at the time of grant. Conditions of the performance-based restricted stock units are based on achievement of pre-established performance goals and objectives within the next year and vest over four years based on continuing employment. Conditions of the performance-based stock options are also based on achievement of pre-established performance goals and objectives within the next year, vest over four years based on continuing employment, and have an expiration of ten years.

17

Notes to Condensed Consolidated Financial Statements (continued)

The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of stock options granted under the 2017 Plan were estimated using the following assumptions:

	Nine Months Ended September 30, 2018
Stock price volatility		38 - 50	%
Expected term (years)		6.3
Risk-free interest rate		2.01 - 2.89	%
Dividend yield		0	%

A summary of employee stock option activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below:

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Contractual Term (Years)		Aggregate Intrinsic Value (thousands)
Options outstanding as of December 31, 2017		691,500		$	12.78		9.7
Granted		2,130,000			15.05		—
Exercised		—			—		—
Forfeited		(139,500	)		12.78		—
Options outstanding as of September 30, 2018		2,682,000		$	14.58		9.6	$	5,946

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the quoted closing price of the Company’s common stock as of September 28, 2018.

A summary of restricted stock units activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below:

	Number of Shares Underlying Stock Awards			Weighted- Average Grant Date Fair Value
Restricted stock units outstanding as of December 31, 2017		34,945		$	12.40
Granted		466,220			—
Vested		(375	)		—
Forfeited		(21,500	)		—
Restricted stock units outstanding as of September 30, 2018		479,290		$	15.20

As of September 30, 2018, the Company had $16.2 million of unrecognized compensation expense related to the unvested portion of outstanding stock options and restricted stock units expected to be recognized on a straight-line basis over the weighted-average remaining service period.

7. Net Loss Per share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period as retroactively adjusted for the Merger (Note 1). For the three and nine months ended September 30, 2017, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 281,019 shares, additional earn out shares, as described in Note 1, and the dilutive effect of stock options and restricted stock awards, as described in Note 6, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. During the nine months ended September 30, 2018, all warrants were converted to 6,342,989 common shares. For the three and nine months ended September 30, 2018, the Company has excluded the potential effect of the warrants prior to their conversion, additional earn out shares, as described in Note 1, and the dilutive effect of stock options and restricted stock awards, as described in Note 6, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented below.

18

Notes to Condensed Consolidated Financial Statements (continued)

	Three months ended September 30,
(in thousands, except share and per share data)	2018			2017
Numerator:
Net loss	$	(6,048	)	$	(46,409	)
Denominator:
Weighted-average shares outstanding - basic and diluted		131,104,859			120,584,316
Net loss per share - basic and diluted	$	(0.05	)	$	(0.38	)

	Nine months ended September 30,
(in thousands, except share and per share data)	2018			2017
Numerator:
Net loss	$	(12,924	)	$	(88,550	)
Denominator:
Weighted-average shares outstanding - basic and diluted		127,507,314			60,120,689
Net loss per share - basic and diluted	$	(0.10	)	$	(1.47	)

19

Notes to Condensed Consolidated Financial Statements (continued)

8. Income Taxes

The provision for income taxes is based on the current estimate of the annual effective tax rate adjusted to reflect the tax impact of items discrete to the fiscal period. The annual effective tax rate calculation excludes subsidiaries with pre-tax losses for which no tax benefit can be recognized. The Company’s estimates its annual effective tax rate to be approximately 81.27% in 2018. The difference between the annual effective tax rate and the effective tax rate in the quarter is due to subsidiaries with pre-tax losses for which no tax benefit can be recognized and subsidiaries with pre-tax losses in jurisdictions with a zero percent tax rate that have been removed from pre-tax book income before the annual effective tax rate is applied. The amount of pre-tax book loss removed is approximately $15.6 million. The difference also includes the impact of a $0.1 million expense from enacted state law changes and a $0.5 million benefit from an adjustment to the SAB 118 provisional amount that were both discrete to the fiscal period. This rate includes the impact of permanent differences and an increase in the valuation allowance for certain disallowed interest in the United States and United Kingdom. The United States permanent differences are primarily related to nondeductible transaction costs, nondeductible equity compensation and income from Canadian subsidiaries that is taxable in the United States as a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The United Kingdom permanent differences are primarily related to nondeductible interest expense. The increase in the valuation allowance in both countries is related to tax deferred interest expense that is not more likely than not realizable.

The effective tax rate for the nine months ended September 30, 2017 was a benefit of 24.0%. The benefit from income taxes for the nine months ended September 30, 2017 resulted from a pre-tax loss and reversal of deferred tax liabilities relating to intangibles.

SAB 118 addresses situations where the accounting is incomplete for certain income tax effects of the Tax Act upon issuance of a company’s financial statements for the reporting period which include the enactment date. SAB 118 allows for a provisional amount to be recorded if it is a reasonable estimate of the impact of the Tax Act. Additionally, SAB 118 allows for a measurement period to finalize the impacts of the Tax Act, not to extend beyond one year from the date of enactment.

Estimates were used in determining the amount of the Tax Act’s one-time transition tax on the Company’s Canadian subsidiaries’ accumulated, unremitted earnings, the balance of deferred tax assets and liabilities subject to the reduction in the U.S. federal tax rate, and the required change in valuation allowance required as a result of the new limitations on interest deductibility. Additional information (primarily prior year tax returns and underlying historical data to calculate the cumulative earnings and profits adjustments) is required to accurately complete the determination of the impact of the Tax Act on the aforementioned items.

In accordance with SAB 118, the Company recorded, as a provisional estimate, an $11.9 million non-cash tax expense in the period ended December 31, 2017. This amount is a reasonable estimate of the tax effects of the Tax Act on the financial statements. The Company will continue to analyze the effects of the Tax Act on the financial statements and record any additional impacts as they are identified during the measurement period provided for in SAB 118. The provisional amounts have been adjusted for a $0.5 million benefit related to state nonconformity to the disallowed interest provisions of the Tax Act. The final adjustment to the provisional estimate will be made during the fourth quarter once all state tax returns have been filed and in anticipation of the IRS issuing final tax regulations by the end of the year.

The Company’s estimates related to liabilities for uncertain tax positions require it to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If it determines it is more likely than not that a tax position will be sustained based on its technical merits, the Company records the impact of the position in its condensed consolidated financial statements at the largest amount that is greater than fifty percent likely of being realized upon ultimate settlement. The estimates are updated at each reporting date based on the facts, circumstances and information available. As of September 30, 2018, the Company believes the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next twelve months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to its condensed consolidated financial statements.

9. Commitments and Contingencies

The Company has various non-cancelable operating leases, primarily related to office real estate, that expire through 2035 and generally contain renewal options for up to five years. Lease incentives, payment escalations and rent holidays specified in the lease agreements are accrued or deferred as appropriate as a component of rent expense which is recognized on a straight-line basis over the terms of occupancy. As of September 30, 2018 and December 31, 2017, lease related liabilities of $12.4 million and $10.2 million, respectively, is included in other liabilities.

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Notes to Condensed Consolidated Financial Statements (continued)

Rent expense was $4.9 million and $4.3 million for the three months ended September 30, 2018 and 2017, respectively, and $14.0 million and $10.9 million for the nine months ended September 30, 2018 and 2017, respectively.

Litigation and Claims

The Company from time to time is subject to lawsuits, investigations and claims arising out of the ordinary course of business, including those related to commercial transactions, contracts, government regulation, and employment matters. In the opinion of management, based on all known facts, all such matters are either without merit or are of such kind, or involve such amounts that would not have a material effect on the financial position or results of operations of the Company if disposed of unfavorably.

10. Geographic Information

The following table lists revenue for the three and nine months ended September 30, 2018 and 2017 by geographic region:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2018		2017		2018		2017
Revenue:
Americas - U.S.	$	107,219	$	100,125	$	323,639	$	306,167
Rest of Americas		15,364		12,563		47,604		38,040
EMEA		46,585		40,307		149,092		100,430
APAC		8,068		6,734		23,669		18,041
	$	177,236	$	159,729	$	544,004	$	462,678

The following table lists long-lived assets, net of amortization, as of September 30, 2018 and December 31, 2017 by geographic region:

(in thousands)	September 30, 2018		December 31, 2017
Long-lived assets, net
Americas – U.S.	$	1,116,477	$	1,141,210
Rest of Americas		134,850		145,837
EMEA		364,636		336,937
APAC		30,610		29,816
	$	1,646,573	$	1,653,800

11. Subsequent Events

On October 22, 2018, the Company completed its debt repricing transaction on its 2017 First Lien Credit Facility. The margins for the term loans under the Company’s 2017 First Lien Credit Facility were lowered for the alternate base rate, LIBOR rate and EURIBOR rate each by 0.50%. The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate each by 0.50%.

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CISION LTD. AND ITS SUBSIDIARIES

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,” “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Although such statements are based on currently available financial and economic data as well as management’s estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors potentially contributing to such differences include, among others:

Cision Ltd. and its subsidiaries (“we”, the “Company” or “Cision”) believe it is important to communicate our expectations to our securityholders. However, there may be events in the future that Cision’s management is not able to predict accurately or over which Cision has no control. The risk factors and cautionary language discussed in this report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

· our estimates of the size of the markets for our products and services;

· the rate and degree of market acceptance of our products and services;

· the success of other technologies that compete with our products and services or that may become available in the future;

· the efficacy of our sales and marketing efforts;

· the volatility of currency exchange rates;

· volatility of the market price and liquidity of our ordinary shares;

· our ability to effectively scale and adapt our technology;

· our ability to identify and integrate acquisitions and technologies into our platform;

· our plans to continue to expand internationally;

· the performance and security of our services;

· our ability to maintain the listing of our securities on a national securities exchange;

· potential litigation involving Cision;

· our ability to retain and attract qualified employees and key personnel;

· our ability to maintain, protect and enhance our brand and intellectual property;

· general economic conditions; and

· the result of future financing efforts.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this report. We undertake no obligations to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws. Undue reliance should not be placed on these forward-looking statements.

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Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations

This item should be read with our condensed consolidated financial statements and related notes included in Part I, Item 1 - “Financial Statements.” This item also contains forward-looking statements, which are subject to risks and uncertainties. Actual results may differ materially from those forward-looking statements. Refer to “Forward-Looking Statements” for additional information.

Overview

We are a leading global provider of PR software, media distribution, media intelligence and related professional services, according to Burton-Taylor International Consulting LLC, as measured by total revenue. Public relations and communications professionals use our products and services to help manage, execute, and measure their strategic public relations and communications programs. Similar to Bloomberg for finance professionals, LinkedIn for HR professionals, and Salesforce for sales professionals, we are an industry standard SaaS solution for PR and marketing professionals, and are deeply embedded in industry workflow.

We deliver a sophisticated, easy-to-use platform for communicators to reach relevant media influencers and craft compelling campaigns that impact customer behavior. With rich monitoring and analytics, Cision Communications Cloud (“C3”), a cloud-based platform that integrates each of our point solutions into a single unified interface, arms brands with the insights they need to link their earned media to strategic business objectives, while aligning it with owned and paid channels. This platform enables companies and brands to build consistent, meaningful and enduring relationships with influencers and buyers in order to amplify their marketplace influence. We have more than 75,000 customers and an expansive global reach, spanning most major international markets around the globe including those outside of the United States such as Canada, China, India, EMEA, and Latin America, which, in aggregate, accounted for 35% of our 2017 revenue.

We have undergone a strategic transformation since GTCR’s initial investment in 2014, evolving into a PR and marketing software leader through a series of complementary acquisitions. The acquisitions of Cision and Vocus, Inc. (“Vocus”) in 2014 and their subsequent merger established the foundation of the core media database, monitoring and analysis business. Over the twelve months following this initial merger, we acquired Discovery Group Holdings Ltd. (“Gorkana”) to expand our global footprint and also completed acquisitions of Visible, Inc. (“Visible”) and Viralheat, Inc. (“Viralheat”) to enhance our social media functionality. The subsequent acquisition of PRN Group (“PR Newswire”) in 2016 added the depth and breadth of a global distribution network and making us, we believe, to be the only vendor with a comprehensive global solution for PR professionals. Following these acquisitions, in October 2016, we introduced our C3 platform. In the first quarter of 2017, we acquired Bulletin Intelligence, LLC, Bulletin News Network, LLC and Bulletin News Investment, LLC (collectively, “Bulletin Intelligence”) to expand our capability to provide expert-curated executive briefings for the Executive Office of the President and corporate C-Suite executives. In the second quarter of 2017, we acquired L’Argus de la Presse (“Argus”), a Paris-based provider of media monitoring services to expand our media monitoring solutions and enhance our access to French media content. We acquired CEDROM-SNi Inc. (“CEDROM”) in December 2017 and PRIME Research Group (“Prime”) in January 2018 in order to further expand upon our media measurement and analysis services and improve our digital media monitoring solutions.

We provide our comprehensive solution principally through subscription contracts which are generally one year or longer, with different tiers of pricing depending on the level of functionality and customer support required. Our SaaS delivery model provides a stable recurring revenue base. In 2017, we generated $673.6 million of revenue, on a pro forma basis assuming a full year of revenue from Bulletin Intelligence, Argus, and CEDROM, and, on the same pro forma basis, approximately 83% of our revenue was generated by customers purchasing services on a subscription or recurring basis. We consider services recurrent if customers routinely purchase these services from us pursuant to negotiated “rate card” or similar arrangements, even if we do not have subscription agreements with them. On a pro forma basis, assuming a full year of revenue from Bulletin Intelligence, Argus, and CEDROM, our top 25 customers accounted for approximately 4% of 2017 revenues.

Acquisition

Acquisition of PRIME Research. On January 23, 2018, we completed our acquisition of PRIME Research (“Prime”). The purchase price was approximately €75.7 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock valued at €16.4 million ($20.1 million), and up to €6.2 million ($8.6 million) of deferred payments due within 18 months. We have the discretion to pay up to €2.5 million ($3.1 million) of the deferred payments with common stock. The acquisition of Prime will expand our comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts.  At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States.

Warrant Exchange

In May 2018, we completed an exchange offer relating to our outstanding warrants, whereby the holders of the warrants were offered 0.26 of our common stock for each outstanding warrant tendered (the “Warrant Exchange Offer”). In connection with the closing of the Warrant Exchange Offer, we issued an aggregate of 6,100,209 shares of common stock in exchange for 23,462,423 warrants. In June 2018, the 1,037,577 outstanding warrants that did not participate in the exchange were converted into 242,780 shares of common stock pursuant to an amendment to the warrant agreement authorized in connection with the Warrant Exchange Offer. As a result of these transactions, there were no warrants outstanding as of September 30, 2018.

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Sources of Revenues

We derive our revenue from subscription arrangements and related professional services in connection with our cloud-based software and services offerings. We also derive revenues from news distribution services on both a subscription basis and separately from non-subscription arrangements. We recognize revenue when there is persuasive evidence of an arrangement, the service has been provided to the customer, the collection of the fee is probable and the amount of the fee to be paid by the customer is fixed or determinable.

Our separate units of accounting consist of subscription services, transactional services and professional services. The subscription services include access to our cloud-based software, hosting services, content and content updates and customer support. Our subscription agreements are typically one to three years in length and are non-cancelable, though customers have the right to terminate their agreements for cause if we materially breach our obligations under the agreement. Subscription agreements do not provide customers the right to take possession of the software at any time. We do not charge customers an up-front fee for use of the technology. Implementation activities are insignificant and not subject to a separate fee. In certain cases, we charge annual membership fees which are recognized over the one-year membership period.

We also distribute individual news releases to thousands of distribution points on the Internet, which are then indexed by major search engines and also directly to journalists and other key constituents. Dependent on the nature of the contract with the customer, we recognize revenue on a subscription basis over the term of the subscription, or on a per-transaction basis when the press releases are made available to the public.

Professional services include broadcast and webcast production and media measurement and analysis services. For these services, revenue is recognized when the specific performance is completed and customer acceptance is received.

When sold together, revenue from our different service offerings are accounted for separately as those services have value on a standalone basis and do not involve a significant degree of risk or unique acceptance criteria. We allocate revenue to each element in a multiple element arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specified objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price, if neither VSOE nor TPE is available. As we have been unable to establish VSOE or TPE for the elements of its arrangements due to factors such as a high number of varied service offerings sold on a subscription basis to differing customer concentrations as well as varied discounting practices and unobservable competitive data for similar services, we estimate selling prices by analyzing multiple factors such as historical pricing trends, customer renewal activity, and discounting practices. The volume of multiple element arrangements we sold in which any element of the arrangement has a revenue attribution pattern different to the other elements was not significant for all periods presented. Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenues.

Cost of Revenue and Operating Expenses

Cost of Revenue.  Cost of revenue consists primarily of compensation for training, editorial and support personnel, hosting and network infrastructure costs, royalty and license fees for content, press release distribution costs, third-party contractor fees, equipment and software maintenance costs, amortization of our proprietary database and purchased technology, amortization of capitalized software development costs, and depreciation associated with computer equipment and software.

Sales and Marketing Expenses.  Our sales and marketing expenses consist primarily of compensation for our sales and marketing personnel, related travel costs, sales commissions and incentives, marketing programs, promotional events, webinars, and other brand building expenses.

Research and Development Expenses.  Our research and development expenses consist primarily of compensation for our software application development personnel and fees to third-party software development firms. Capitalized software development costs are amortized using the straight-line method over the useful life of the software, which is generally two years. All other research and developmental costs are expensed as incurred.

General and Administrative Expenses.  Our general and administrative expenses consist primarily of compensation and related expenses for general corporate functions such as executive, legal, finance, human resources, and administrative personnel, as well as costs for external legal, accounting and other professional services, acquisition and other related expenses, restructuring costs, third-party payment processing and credit card fees, facilities rent, and other corporate expenses.

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Depreciation and Amortization.  Depreciation includes depreciation of property, equipment and software. Assets acquired under capital leases and leasehold improvements are amortized. Amortization of assets acquired under capital leases is included in depreciation and amortization expense. When assets are retired or otherwise disposed of, the asset and related accumulated depreciation are eliminated from the accounts and resulting gain or loss is recorded in the results of operations. Amortization of intangible assets consist primarily of the amortization of intangibles related to trade name, brand, developed technology and customer relationships acquired through our acquisitions.

Factors Impacting our Results

Acquisitions and Dispositions

In connection with any acquisition, we are required to recognize any assets acquired and liabilities assumed measured at fair value as of that date. With respect to determining fair value, the excess of the purchase price over these allocations will be assigned to goodwill, which is not amortized for accounting purposes but is subject to testing for impairment, at least annually, and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The allocation of the purchase price of any assets acquired in an acquisition will result in increases in amortization expense relating to acquired intangible assets, because we will record the fair value of the acquired intangible assets. We amortize the intangible assets over their estimated useful lives.

Impact of Foreign Exchange Rates

We report in U.S. dollars, and the functional currency of our foreign operating subsidiaries is the local currency, including the British Pound, the Euro, the Swedish Krona and the Canadian Dollar. Many of these currencies have weakened significantly against the U.S. dollar since the end of 2014. Approximately 41% of our revenues are generated in non-U.S. dollar-denominated currencies. The financial statements of these subsidiaries are translated into U.S. dollars using exchange rates in effect at each balance sheet date for assets and liabilities and average exchange rates during the period for revenues and expenses. To the extent we experience significant currency fluctuations, our results of operations may be impacted.

Retention of, and Expansion within, our Existing Customer Base

Growth of our customer base is important to our continued revenue growth. With our recent acquisition history, we have the opportunity to expand our customer base and to use our new platforms for cross-selling opportunities. Our ability to execute on cross-selling strategies and successfully integrate our acquisitions will have an impact on our results.

Price Competition Could Affect our Business

We face intense price competition in all areas of our business. We have in the past lowered prices, and may need to do so in the future to attempt to gain or maintain market share. Additionally, we have also been, and may once again be, required to adjust pricing to respond to actions by competitors, which could adversely impact operating results.

Investment Shift by PR Professionals from “Paid” to “Earned” Media

As the needs of PR and communications professionals have evolved, we are increasingly distributing non-press release content over our network, including multimedia, infographics, white papers and other forms of brand-created content. Companies are progressively more focused on earned media, and we are well-positioned to take advantage of this structural shift in the market. Our results will be affected as the mix of content distributed over our network evolves and PR and communications professionals focus additional spend on earned media.

Increasing Budgets for PR Departments

The switch to social channels as a company’s preferred method to interface with clients and customers has fueled the demand for PR and communications skills and solutions worldwide. PR budgets are increasing as businesses lower paid marketing budgets and leverage the shift towards earned media by actively monitoring and engaging in conversations about their products and services online. To the extent this trend continues, our results of operations will be impacted by this evolution in spending practice.

Market Adoption of Cloud-Based Knowledge Software

We are focused on expanding market awareness of our cloud-based PR solutions. Although we have seen companies adopt our solutions, we expect further growth to coincide with the rapid increase of online content and influencers and new digital media channels. In response to this trend, we have transitioned from traditional print monitoring services to cloud-based solutions capable of managing the entire lifecycle of a PR campaign. To the extent this trend continues, we expect our revenues to experience growth.

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Key Performance Measures

The measures of revenue and Adjusted EBITDA are the measures currently utilized by management to assess performance, and we disclose these measures to investors to assist them in providing a meaningful understanding of our performance. We are in the process of an operational, technological and financial integration effort for all recently combined businesses. One of our current objectives is to identify the most relevant key performance indicators to stakeholders for the fully integrated business. The determination as to when we will be able to identify these performance measures will be dependent on our ability to migrate customers from legacy platforms onto the C3 platform. When such integration and implementation is complete and such measures are available and utilized by management, these measures will be included in future disclosures to investors.

Results of Operations

This section includes a summary of our historical results of operations, followed by detailed comparisons of our results for the three and nine months ended September 30, 2018 and 2017. We have derived this data from our unaudited condensed consolidated financial statements included elsewhere in this report.

The following table shows certain income statement data in thousands of dollars and percentages for the periods indicated:

	Three Months Ended September 30, 2018					Three Months Ended September 30, 2017					Nine Months Ended September 30, 2018					Nine Months Ended September 30, 2017
Revenue	$	177,236		100.0	%	$	159,729		100.0	%	$	544,004		100.0	%	$	462,678		100.0	%
Cost of revenue		69,177		39.0	%		53,287		33.4	%		200,212		36.8	%		147,571		31.9	%
Gross profit		108,059		61.0	%		106,442		66.6	%		343,792		63.2	%		315,107		68.1	%
Operating costs and expenses:
Sales and marketing		27,367		15.4	%		27,931		17.5	%		85,345		15.7	%		83,231		18.0	%
Research and development		7,292		4.1	%		5,661		3.5	%		22,282		4.1	%		16,679		3.6	%
General and administrative		39,002		22.0	%		36,127		22.6	%		126,762		23.3	%		117,819		25.5	%
Amortization of intangible assets		20,167		11.4	%		22,829		14.3	%		60,681		11.2	%		66,306		14.3	%
Total operating costs and expenses		93,828		52.9	%		92,548		57.9	%		295,070		54.2	%		284,035		61.4	%
Operating income		14,231		8.0	%		13,894		8.7	%		48,722		9.0	%		31,072		6.7	%
Non operating income (losses):
Foreign exchange gains (losses)		2,196		1.2	%		802		0.5	%		10,277		1.9	%		(1,832	)	(0.4	)%
Interest and other income, net		380		0.2	%		177		0.1	%		472		0.1	%		2,450		0.5	%
Interest expense		(19,785	)	(11.2	)%		(23,063	)	(14.4	)%		(59,947	)	(11.0	)%		(96,306	)	(20.8	)%
Loss on extinguishment of debt		-		-			(51,872	)	(32.5	)%		(2,432	)	(0.4	)%		(51,872	)	(11.2	)%
Total non operating loss		(17,209	)	(9.7	)%		(73,956	)	(46.3	)%		(51,630	)	(9.5	)%		(147,560	)	(31.9	)%
Loss before income taxes		(2,978	)	(1.7	)%		(60,062	)	(37.6	)%		(2,908	)	(0.5	)%		(116,488	)	(25.2	)%
Provision for (benefit from) income taxes		3,070		1.7	%		(13,653	)	(8.5	)%		10,016		1.8	%		(27,938	)	(6.0	)%
Net loss	$	(6,048	)	(3.4	)%	$	(46,409	)	(29.1	)%	$	(12,924	)	(2.4	)%	$	(88,550	)	(19.1	)%

Net Loss to Adjusted EBITDA Reconciliation

We define Adjusted EBITDA as net income (loss), determined in accordance with GAAP, for the period presented, before depreciation and amortization, interest expense and loss on extinguishment of debt, and income taxes, further adjusted to exclude the following items: (a) acquisition and offering-related costs and expenses; (b) stock-based compensation expense; (c) deferred revenue reduction from purchase accounting; (d) gains on sale of business; (e) sponsor fees and expenses; and (f) unrealized (gain) or loss on foreign currency translation.

We believe Adjusted EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain drivers of the business, such as sales growth and operating costs. We believe Adjusted EBITDA can be useful in providing an understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future. While Adjusted EBITDA is not a recognized measure under GAAP, management uses this financial measure to evaluate and forecast business performance. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements, such as capital expenditures and related depreciation, principal and interest payments, and tax payments. Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

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The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. You should read this discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and the related notes thereto also included within.

The following table outlines the reconciliation from net loss to Adjusted EBITDA for the periods indicated:

(in thousands)	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017			Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net loss	$	(6,048	)	$	(46,409	)	$	(12,924	)	$	(88,550	)
Depreciation and amortization		33,308			36,102			100,186			103,392
Interest expense and loss on extinguishment of debt		19,785			74,935			62,379			148,178
Income tax		3,070			(13,653	)		10,016			(27,938	)
Acquisition and offering-related costs		12,843			5,234			32,621			25,524
Stock-based compensation		1,503			1,018			3,713			2,944
Deferred revenue reduction from purchase accounting		291			646			1,457			751
Gain on sale of business		-			-			-			(1,785	)
Sponsor fees and expenses		-			-			-			284
Unrealized translation (gain) loss		(2,089	)		(843	)		(10,338	)		1,551
Adjusted EBITDA	$	62,663		$	57,030		$	187,110		$	164,351

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Revenue

Revenue for the three months ended September 30, 2018 increased $17.5 million, or 11.0%, to $177.2 million. This increase was primarily driven by our acquisitions of CEDROM and Prime and growth in our Americas and APAC operations, offset by a decline in our EMEA operations and an increase in the value of the U.S. dollar versus a number of foreign currencies, principally the Canadian Dollar, the Swedish Krona, and the Euro. Revenue from the acquisitions of CEDROM (acquired on December 19, 2017) and Prime (acquired on January 23, 2018) was $15.3 million for the three months ended September 30, 2018. Revenue from our Americas operations, excluding CEDROM and Prime, increased $3.3 million for the three months ended September 30, 2018, due primarily to organic growth in subscription and transaction revenues. Revenue from our APAC operations, excluding PRIME, increased $1.0 million due primarily to growth in transaction revenues. Revenue from our EMEA operations, excluding CEDROM and Prime, decreased $2.0 million for the three months ended September 30, 2018, due primarily to lower transaction revenues associated with our media monitoring operations. The change in the U.S. dollar versus other foreign currencies in 2018 compared to 2017 decreased revenue by approximately $1.4 million for the quarter ended September 30, 2018.

Cost of Revenue

Cost of revenue for the three months ended September 30, 2018 increased $15.9 million, or 29.8%, to $69.2 million. This increase was primarily driven by our acquisitions of CEDROM and Prime, increased acquisition related costs, and an increase in consulting and professional fees, offset by lower content costs, lower depreciation and amortization expenses and an increase in the value of the U.S. dollar versus a number of foreign currencies, principally the Canadian Dollar, the Swedish Krona, and the Euro. Cost of revenue from CEDROM and Prime was $11.5 million for the three months ended September 30, 2018. Acquisition related costs were $5.9 million for the three months ended September 30, 2018, a $5.4 million increase from the prior year period. consulting and professional fees increased by $0.6 million in the three months ended September 30, 2018 versus the prior year period. Content costs declined by $0.7 million in the three months ended September 30, 2018 versus the prior year period and depreciation and amortization expenses declined by $1.0 million in the three months ended September 30, 2018 versus the prior year period. The change in the U.S. dollar versus other foreign currencies in 2018 compared to 2017 decreased our cost of revenue by approximately $0.4 million for the quarter ended September 30, 2018.

Sales and Marketing

Sales and marketing expenses for the three months ended September 30, 2018 decreased $0.6 million, or 2.0%, to $27.4 million. This decrease was primarily driven by lower sales and marketing compensation expenses resulting from our synergy efforts, lower professional fees, and an increase in the value of the U.S. dollar versus a number of foreign currencies, principally the Canadian Dollar, the Swedish Krona, and the Euro, offset by an increase in sales and marketing expenses from our acquisitions of CEDROM and Prime and an increase in our marketing program spend. Sales and marketing compensation expense declined by approximately $1.0 million in the three months ended September 30, 2018 versus the prior year period. Professional fees declined by approximately $0.4 million in the three months ended September 30, 2018 versus the prior year period and the change in the U.S. dollar versus other foreign currencies in 2018 as compared to 2017 decreased our sales and marketing expenses by approximately $0.3 million for the quarter ended September 30, 2018. Sales and marketing expenses from CEDROM and Prime was $0.6 million for the three months ended September 30, 2018.

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Research and Development

Research and development expenses for the three months ended September 30, 2018 increased $1.6 million, or 28.8%, to $7.3 million. This increase was primarily driven by our acquisitions of CEDROM and Prime and an increase in our external consulting costs, offset by lower compensation expenses. Research and development expenses from CEDROM and Prime were $1.0 million for the three months ended September 30, 2018. External consulting expenses increased by $0.8 million in the three months ended September 30, 2018 versus the prior year period. Research and development compensation expense declined by approximately $0.2 million in the three months ended September 30, 2018 versus the prior year period. The change in the U.S. dollar versus other foreign currencies in 2018 compared to 2017 had a nominal impact on our research and development expenses for the quarter ended September 30, 2018.

General and Administrative

General and administrative expenses for the three months ended September 30, 2018 increased $2.9 million, or 8.0%, to $39.0 million. General and administrative expenses from our acquisitions of CEDROM and Prime were $2.0 million for the three months ended September 30, 2018. General and administrative expenses, excluding CEDROM and Prime, increased $0.9 million for the three months ended September 30, 2018. The increase was due to an increase in acquisition related costs and an increase in compensation expenses, offset by lower depreciation expense, reduced outside services, reduced rent expense, lower travel and marketing expense, and a decrease in the value of the U.S. dollar versus a number of foreign currencies, principally the Canadian Dollar, the Swedish Krona, and the Euro. Acquisition related expenses increased by $2.8 million, and compensation expenses increased by $1.0 million during the three months ended September 30, 2018 versus the prior year period. Depreciation expense decreased by $1.0 million, outside services decreased by $0.9 million, rent expense decreased by $0.5 million, and travel and meeting expenses decreased by $0.3 million during the three months ended September 30, 2018 versus the prior year period. The change in the U.S. dollar versus other foreign currencies in 2018 compared to 2017 decreased our general and administrative expenses by approximately $0.4 million for the quarter ended September 30, 2018.

Foreign Exchange Gains (Losses)

We recognized a $2.2 million foreign exchange gain for the three months ended September 30, 2018 and a $0.8 million foreign exchange gain for the three months ended September 30, 2017 due to fluctuations in foreign exchange rates that impacted the carrying value of certain intercompany notes and our 2017 First Lien Euro Term Credit Facility.

Interest Expense

Interest expense decreased $3.3 million, or 14.2%, from $23.1 million for the three months ended September 30, 2017 to $19.8 million for the three months ended September 30, 2018. This decrease was primarily the result of our entry into the 2017 First Lien Credit Facility on August 4, 2017, and the subsequent February 8, 2018 debt repricing transaction of our 2017 First Lien Credit Facility that lowered interest rates on our debt. In conjunction with our entry into the 2017 First Lien Credit Facility, we repaid $370.0 million of our 2016 Second Lien Credit Facility and refinanced $1,175.0 million in debt under our 2016 First Lien Credit Facility. The debt repricing transaction lowered our LIBOR rate and EURIBOR rate with respect to the 2017 First Lien Credit Facility by 1.00% and 0.75%, respectively. We also made voluntary prepayments under our 2017 First Lien Credit Facility during the three months ended September 30, 2018 of $10.0 million.

Loss on Extinguishment of Debt

In conjunction with the $294.0 repayment of the 2016 Second Lien Credit Facility in July 2017 and our debt refinancing transaction in August 2017, we repaid all amounts outstanding under the 2016 Second Lien Credit Facility and amended our 2016 First Lien Credit Facility. This was evaluated as a debt modification versus an extinguishment under applicable guidance, and, as a result, we recorded a loss on extinguishment of debt of $51.9 million during the three months ended September 30, 2017.

Provision For (Benefit From) Income Taxes

For the three months ended September 30, 2018, we recorded an expense from income taxes of $3.1 million versus a benefit from income taxes of $13.7 million for the three months ended September 30, 2017. The expense from income taxes for the quarter ended September 30, 2018 is a result of excluding subsidiaries with pre-tax losses for which no tax benefit can be recognized in the calculation of the annual effective tax rate. The removal of subsidiaries with pre-tax losses creates pre-tax income to which the annual effective tax rate is applied. The annual effective tax rate was also impacted by unfavorable permanent differences and an increase to pre-tax book income. The United States permanent differences are primarily related to nondeductible transaction costs, nondeductible equity compensation and income from the Canadian subsidiaries that is taxable in the United States as a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The United Kingdom permanent differences are primarily related to nondeductible interest expense.

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The benefit from income taxes for the three months ended September 30, 2017 was primarily driven by non-operating losses resulting from higher interest expense resulting from our debt extinguishment and the reversal of deferred tax liabilities relating to intangible assets during that period.

Other Comprehensive Income (Loss)

Other comprehensive loss was $2.5 million for the three months ended September 30, 2018 versus other comprehensive income of $13.4 million for the three months ended September 30, 2017. Other comprehensive loss for the quarter ended September 30, 2018 was primarily due to foreign currency translation losses that resulted from a weakening of the U.S. dollar versus certain foreign currencies, primarily the British Pound and the Euro, since December 31, 2017. Other comprehensive income for the three months ended September 30, 2017 was primarily due to foreign currency translation gains that resulted from a strengthening of the U.S. dollar versus certain foreign currencies, primarily the Canadian Dollar and the Euro, since December 31, 2016.

Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

Revenue

Revenue for the nine months ended September 30, 2018 increased $81.3 million, or 17.6%, to $544.0 million. This increase was primarily driven by our acquisitions of Bulletin Intelligence, Argus, CEDROM and Prime, a decrease in the value of the U.S. dollar versus a number of foreign currencies, principally the British Pound and the Euro, and growth in our Americas and APAC operations, offset by the divestiture of our Vintage business. Revenue from Bulletin Intelligence, Argus, CEDROM and Prime was $98.2 million for the nine months ended September 30, 2018, a $72.7 million increase from the prior year period. Revenue from our Americas and APAC operations, excluding Bulletin Intelligence, CEDROM, and Prime increased $1.8 million for the nine months ended September 30, 2018 versus the prior year period, due primarily to organic growth in subscription and transaction revenues. The change in the U.S. dollar versus other foreign currencies in 2018 compared to 2017 increased revenue by approximately $5.8 million for the nine months ended September 30, 2018. We divested our Vintage business in March 2017.

Cost of Revenue

Cost of revenue for the nine months ended September 30, 2018 increased $52.6 million, or 35.7%, to $200.2 million. This increase was primarily driven by our acquisitions of Bulletin Intelligence, Argus, CEDROM and Prime, and an increase in compensation costs, content costs, and acquisition related costs, and a decrease in the value of the U.S. dollar versus a number of foreign currencies, principally the British Pound and the Euro, offset by a reduction in costs related to the divestiture of our Vintage business and a reduction in depreciation and amortization expenses. Cost of revenue from Bulletin Intelligence, Argus, CEDROM and Prime was $69.6 million for the nine months ended September 30, 2018, a $53.9 million increase from the prior year period. Compensation costs increased by $2.0 million, content costs increased by $0.9 million, and acquisition related costs increased by $0.8 million during the nine months ended September 30, 2018 versus the prior year period. Cost of revenue attributed to our Vintage business for the nine months ended September 30, 2017 was $2.7 million. We divested our Vintage business in March 2017. The change in the U.S. dollar versus other foreign currencies in 2018 compared to 2017 increased our cost of revenue by approximately $1.7 million for the nine months ended September 30, 2018. Depreciation and amortization expenses decreased by $2.6 million during the nine months ended September 30, 2018 versus the prior year period.

Sales and Marketing

Sales and marketing expenses for the nine months ended September 30, 2018 increased $2.1 million, or 2.5%, to $85.3 million. This increase was primarily driven by our acquisitions of Bulletin Intelligence, Argus, CEDROM and Prime and a decrease in the value of the U.S. dollar versus a number of foreign currencies, principally the British Pound and the Euro, offset by a decrease in marketing program spend, a decrease in compensation costs, a decrease in travel expenses, and a reduction in costs related to the divestiture of our Vintage business. Sales and marketing expenses from Bulletin Intelligence, Argus, CEDROM and Prime were $8.4 million for the nine months ended September 30, 2018, a $5.0 million increase from the prior year period. Marketing program spend decreased $1.3 million, compensation costs decreased by $0.6 million, and travel expenses decreased by $0.5 million during the nine months ended September 30, 2018 versus the prior year period. Sales and marketing expenses attributed to our Vintage business for the nine months ended September 30, 2017 was $0.6 million. We divested our Vintage business in March 2017. The change in the U.S. dollar versus other foreign currencies in 2018 compared to 2017 increased sales and marketing expenses by approximately $0.9 million for the nine months ended September 30, 2018.

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Research and Development

Research and development expenses for the nine months ended September 30, 2018 increased $5.6 million, or 33.6%, to $22.3 million. This increase was primarily driven by our acquisitions of Argus, CEDROM and Prime, and a decrease in the value of the U.S. dollar versus a number of foreign currencies, principally the British Pound and the Euro. Research and development expenses from Argus, CEDROM and Prime were $6.1 million for the nine months ended September 30, 2018, a $5.5 million increase from the prior year period. The change in the U.S. dollar versus other foreign currencies in 2018 compared to 2017 increased research and development expenses by approximately $0.2 million for the nine months ended September 30, 2018.

General and Administrative

General and administrative expenses for the nine months ended September 30, 2018 increased $8.9 million, or 7.6%, to $126.8 million. This increase was primarily driven by our acquisitions of Bulletin Intelligence, Argus, CEDROM and Prime, a decrease in the value of the U.S. dollar versus a number of foreign currencies, principally the British Pound and the Euro, and an increase in bad debt expense, offset by a reduction in compensation related expenses, a reduction in depreciation expense, and a reduction in costs related to the divestiture of our Vintage business. General and administrative expenses from Bulletin Intelligence, Argus, CEDROM and Prime were $18.1 million for the nine months ended September 30, 2018, an $11.8 million increase from the prior year period. The decrease in the U.S. dollar versus the British Pound, Euro, Canadian Dollar, and other foreign currencies in 2018 compared to 2017 increased our general and administrative expenses by approximately $1.9 million for the nine months ended September 30, 2018. Bad debt expense increased $1.1 million during the nine months ended September 30, 2018 versus the prior year period. Compensation related expenses decreased $2.6 million and depreciation expense decreased $1.6 million during the nine months ended September 30, 2018 versus the prior year period. General and administrative expenses attributed to our Vintage Business for the nine months ended September 30, 2017 was $0.2 million. We divested our Vintage business in March 2017.

Foreign Exchange Gains (Losses)

We recognized a $10.3 million foreign exchange gain for the nine months ended September 30 2018 and a $1.8 million foreign exchange loss for the nine months ended September 30, 2017 due to fluctuations in foreign exchange rates that impacted the carrying value of certain intercompany notes and our 2017 First Lien Euro Term Credit Facility.

Interest and Other Income, Net

We recognized $2.5 million of interest and other income, net for the nine months ended September 30, 2017, which was primarily driven by a $1.8 million gain on the sale of our Vintage business.

Interest Expense

Interest expense decreased $36.4 million, or 37.8%, from $96.3 million for the nine months ended September 30, 2017 to $59.9 million for the nine months ended September 30, 2018. This decrease was primarily the result of our entry into the 2017 First Lien Credit Facility, and the subsequent February 8, 2018 debt repricing transaction that lowered interest rates on our debt. In conjunction with our entry into the 2017 First Lien Credit Facility, we repaid $370.0 million of our 2016 Second Lien Credit Facility and refinanced $1,175 million in debt under our 2016 First Lien Credit Facility. The debt repricing transaction lowered our LIBOR rate and EURIBOR rate with respect to the 2017 First Lien Credit Facility by 1.00% and 0.75%, respectively. We also made voluntary prepayments under our 2017 First Lien Credit Facility during the nine months ended September 30, 2018 of $50.0 million.

Loss on Extinguishment of Debt

In conjunction with the $294.0 repayment of the 2016 Second Lien Credit Facility in July 2017 and our debt refinancing transaction in August 2017, we repaid all amounts outstanding under the 2016 Second Lien Credit Facility and amended our 2016 First Lien Credit Facility. This was evaluated as a debt modification versus an extinguishment under applicable guidance and, as a result, we recorded a loss on extinguishment of debt of $51.9 million during the nine months ended September 30, 2017.

Provision For (Benefit From) Income Taxes

For the nine months ended September 30, 2018, we recorded an expense from income taxes of $10 million versus a benefit from income taxes of $27.9 million for the nine months ended September 30, 2017. The expense from income taxes for the nine months ended September 30, 2018 is a result of excluding subsidiaries with pre-tax losses for which no tax benefit can be recognized in the calculation of the annual effective tax rate. The removal of subsidiaries with pre-tax losses creates pre-tax income to which the annual effective tax rate is applied. The annual effective tax rate was impacted by unfavorable permanent differences and increases in valuation in the United States and United Kingdom. The United States permanent differences are primarily related to nondeductible transaction costs, nondeductible equity compensation and income from the Canadian subsidiaries that is taxable in the United States as a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The United Kingdom permanent differences are primarily related to nondeductible interest expense. The increase in the valuation allowance in both countries is related to tax deferred interest expense that is not more likely than not realizable.

The benefit from income taxes for the nine months ended September 30, 2017 was primarily driven by non-operating losses resulting from higher interest expense resulting from our debt extinguishment and the reversal of deferred tax liabilities relating to intangible assets during that period.

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The benefit from income taxes for the nine months ended September 30, 2017 was primarily driven by non-operating losses resulting from significant interest expense and the reversal of deferred tax liabilities related to intangible assets.

Other Comprehensive Income (Loss)

Other comprehensive loss was $20.8 million for the nine months ended September 30, 2018 versus other comprehensive income of $36.0 million for the nine months ended September 30, 2017. Other comprehensive loss for the nine months ended September 30, 2018 was primarily due to foreign currency translation losses that resulted from a weakening of the U.S. dollar versus certain foreign currencies, primarily the British Pound and the Euro, since December 31, 2017. Other comprehensive income for the nine months ended September 30, 2017 was primarily due to foreign currency translation gains that resulted from a strengthening of the U.S. dollar versus certain foreign currencies, primarily the British Pound and the Euro, since December 31, 2016.

Liquidity and Capital Resources

Overview

We fund our business primarily with cash generated from operations and from borrowings under our 2017 First Lien Credit Facility. We use cash to satisfy our contractual obligations and to fund other non-contractual business needs.

Based on the terms of our credit facilities and our current operations and expectations for continued growth, we believe that cash generated from operating activities, together with available borrowings under our 2017 First Lien Credit Facility, will be adequate to meet our current and expected operating, capital investment, acquisition financing and debt service obligations for the next twelve months, although no assurance can be given in this regard.

We believe that our existing cash on hand and cash flow from operations will be sufficient to fund our currently anticipated working capital, capital expenditure, and debt service requirements, for at least the next twelve months. While we have a history of a negative working capital position, as calculated by subtracting current liabilities from current assets, substantially all of this negative balance is created by deferred revenue, which does not represent a liability that will be settled in cash. As of September 30, 2018, excluding both cash balances and deferred revenue, our current assets exceed our current liabilities by $8.6 million.

The dollar and Euro tranches of our 2017 First Lien Credit Facility require quarterly principal repayments in the amount of $2.6 million and €0.6 million per quarter, respectively, which are insignificant compared to the cash we expect to generate from operations. The 2017 First Lien Credit Facility does not mature until 2023, and therefore is not considered to impact our liquidity needs over the next several years. We have been in compliance with all of our applicable credit facility covenants through September 30, 2018.

Our cash flow from operations in all periods to date has been adversely impacted by the cash costs incurred to execute the strategic business combinations we have made, which include acquisition fees and expenses and integration costs required to achieve synergies. Acquisition-related costs and expenses for historical periods are reflected in the Net Loss to Adjusted EBITDA Reconciliation included elsewhere in this report. While the execution of these strategic business combinations use short-term operating cash, they generate significant long-term cost reductions, revenue synergies and substantial incremental operating cash flow, once fully integrated. We believe that this incremental cash flow will be substantial and will enable us to fund cash interest payments.

For the nine months ended September 30, 2018, net cash provided by operating activities was $89.8 million, which includes the cash costs incurred to execute the strategic business combination we made during the first nine months of 2018. For the nine months ended September 30, 2018, excluding the impact of the acquisitions of Prime and certain technology and development assets acquired to expand our products and services offerings, net cash used in investing activities was $22.3 million. For the nine months ended September 30, 2018, net cash used in financing activities was $63.2 million.

For these reasons, we believe that our existing cash on hand and cash flow from operations will be sufficient to fund our currently anticipated working capital, capital expenditure, and debt service requirements.

We do not currently expect to declare dividends in the foreseeable future. The declaration of dividends will be subject to our actual future earnings and capital requirements and to the discretion of our board of directors. Our board of directors may take into account such matters as general business conditions, our financial results, capital requirements, contractual, legal and regulatory restrictions and such other factors as our board of directors may deem relevant.

Our ability to pay cash dividends on our common stock will be subject to our continued compliance with the terms of our credit facilities. Under our 2017 First Lien Credit Facility, our subsidiaries have restrictions on making cash dividends to us, subject to certain exceptions, including that our subsidiaries are permitted to declare and pay cash dividends:

· in any amount, so long as the total net leverage ratio under our 2017 First Lien Credit Facility would not exceed 3.75 to 1.00 after making such payment;

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· in an amount per annum not greater than 6.0% of (i) the market capitalization of our common stock (based on the average closing price of our shares during the 30 trading days preceding the declaration of such payment) plus (ii) the $305.2 million in proceeds we received in the Merger;

· in an amount that does not exceed the sum of (i) $20.0 million, plus (ii) 50% of consolidated net income of our subsidiaries from January 1, 2016 to the end of the most recent quarter plus (iii) certain other amounts set forth in the definition of “Available Amount” in our 2017 First Lien Credit Facility (provided that we may only include the amounts of consolidated net income described in clause (ii) if our total net leverage ratio would not exceed 5.00 to 1.00 after making such payments; and

· in an amount that does not exceed the total net proceeds we receive from any public or private offerings of our common stock or similar equity interests.

As of September 30, 2018, we had $84.2 million of cash and cash equivalents on hand, and we had aggregate unused availability of $73.5 million under our 2017 Revolving Credit Facility. Borrowings under this facility bear interest at a variable rate and are a significant source of our liquidity. Our liquidity needs, including our funding of acquisition activities, causes the aggregate amount of outstanding borrowings under our 2017 Revolving Credit Facility to fluctuate. Accordingly, the amount of borrowing capacity available to us can fluctuate depending on operating cash flows, debt service requirements and acquisition and investment activity.

Our future financial and operating performance, ability to service or refinance our debt and ability to comply with covenants and restrictions contained in our credit agreements governing our credit facilities will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control and will be substantially dependent on the global economy, demand for our products and solutions and our ability to successfully implement our business strategies.

As of September 30, 2018, $53.8 million of cash and cash equivalents were held outside of the United States. We have not provided for income taxes on approximately $51.2 million of undistributed earnings of our foreign subsidiaries, other than certain Canadian subsidiaries, as the earnings are considered permanently reinvested. Notwithstanding this, as part of the enactment of the Tax Act, we have accrued a $5.5 million transition tax related to our Canadian subsidiaries. This amount includes an estimated $2.1 million of Canadian withholding taxes on the future repatriation of cash from Canada to the United States. In addition, the tax provision for the nine months ended September 30, 2018 for the United States includes an income inclusion related to the earnings of its Canadian subsidiaries as a result of the recently enacted Tax Act. The United States does not currently have accumulated earnings and profits and the majority of the other foreign jurisdictions can distribute their earnings to the United States without significant additional taxation. Accordingly, we have determined that any deferred tax liability associated with a distribution of the undistributed earnings would be immaterial.

Debt Obligations

The following describes the components of our debt obligations as of September 30, 2018. For more information regarding these transactions, see Note 5 to our condensed consolidated financial statements.

2017 First Lien Credit Facility

On August 4, 2017, we entered into the 2017 First Lien Credit Facility with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders from time to time party thereto. The 2017 First Lien Credit Facility provided for a tranche of refinancing term loans which refinanced the term loans under our 2016 First Lien Credit Agreement in full and provided for additional term loans of $131.2 million. The 2017 First Lien Credit Facility, on the date of effectiveness, consisted of: (i) a revolving loan facility, which permits borrowings and letters of credit of up to $75.0 million, of which, up to $25.0 million may be used or issued as standby and trade letters of credit; (ii) a $960.0 million Dollar-denominated term credit facility (the “2017 First Lien Dollar Term Credit Facility”) and (iii) a €250.0 million Euro-denominated term credit facility (the “2017 First Lien Euro Term Credit Facility”). We used the proceeds from the 2017 First Lien Term Credit Facility to repay all amounts then outstanding under our 2016 First Lien Credit Facility, all amounts outstanding under our 2016 Second Lien Credit Facility, pay all related fees and expenses, and retained remaining cash for general corporate purposes. We terminated the agreement governing the 2016 Second Lien Credit Facility in connection with effecting the 2017 First Lien Credit Facility.

On December 14, 2017, we entered into an incremental facility amendment to the 2017 First Lien Credit Facility. The Incremental Amendment provided for an incremental $75.0 million dollar-denominated term loan facility. The proceeds from the Incremental Facility were used to fund the Prime acquisition.

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On February 8, 2018, we repriced our $1,417 million First Lien Credit Facility (the “February 2018 Repricing”). The repriced first lien credit agreement consisted of a $75.0 million revolving loan facility and a $1,342 million term loan facility. The term loan facility consisted of $1,032 million of U.S. dollar borrowings and €249 million of Euro borrowings. The term loans and revolving borrowings were repriced at an interest rate of LIBOR plus 3.25% for dollar borrowings and EURIBOR plus 3.50% for Euro borrowings. The Company incurred approximately $2.0 million in financing costs in connection with the February 2018 repricing of the 2017 First Lien Credit Facility of which $0.1 million are being amortized using the effective interest method. As a result of this transaction, the Company recorded a loss on extinguishment of $2.4 million.

On April 30, 2018, June 29, 2018 and September 28, 2018 we made voluntary prepayments of $30.0 million,$10.0 million and $10.0 million, respectively. As of September 30, 2018, we had no outstanding borrowings and $1.5 million of outstanding letters of credit under our 2017 Revolving Credit Facility and $1,261.8 million outstanding under the 2017 First Lien Term Credit Facility.

From time to time, we may incur incremental revolving facilities and incremental term loan facilities under the 2017 First Lien Credit Facility in amounts not to exceed $100.0 million plus additional amounts subject to compliance with certain leverage ratios as set forth in the 2017 First Lien Credit Facility and certain other amounts.

Interest is charged on U.S. dollar borrowings under our 2017 First Lien Credit Facility, at our option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branch’s prime lending rate, (ii) the overnight federal funds rate plus 50 basis points or (iii) the one-month adjusted LIBOR plus 1%), in each case, plus an applicable margin.

Following the Repricing, the margin applicable to U.S. dollar loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the alternate base rate is 2.25%; the margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the adjusted LIBOR is 3.25%.

Interest is charged on Euro borrowings under our 2017 First Lien Credit Facility at a rate based on the adjusted EURIBOR (a rate equal to the Euro interbank offered rate adjusted for statutory reserves), plus an applicable margin. Following the Repricing, the margin applicable to loans under the 2017 First Lien Euro Term Credit Facility bearing interest at the adjusted LIBOR is 3.50%.

Revolving borrowings in Canadian dollars bear interest at the adjusted Canadian dollar banker’s acceptance rate plus an applicable margin. Following the Repricing, the margin applicable to loans under the 2017 Revolving Credit Facility bearing interest at the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 2.25%, 3.25%, and 3.50%, respectively. As of September 30, 2018, the applicable interest rate under the 2017 First Lien Dollar Term Credit Facility and the 2017 First Lien Euro Term Credit Facility was 5.64% and 3.50%, respectively.

On October 22, 2018, the Company completed its debt repricing transaction on its 2017 First Lien Credit Facility. The margins for the term loans under our 2017 First Lien Credit Facility were lowered for the alternate base rate, LIBOR rate and EURIBOR rate each by 0.50%. The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate each by 0.50%.

We are obligated to make quarterly principal payments under the 2017 First Lien Dollar Term Credit Facility of $2.6 million (which amount may be reduced by the application of voluntary and mandatory prepayments pursuant to the terms of the 2017 First Lien Credit Facility), with the remaining balance due June 16, 2023. We are obligated to make quarterly principal payments under the 2017 First Lien Euro Term Credit Facility of €0.6 million (which amount may be reduced by the application of voluntary and mandatory prepayments pursuant to the terms of the 2017 First Lien Credit Facility), with the remaining balance due June 16, 2023. The maturity date of the 2017 Revolving Credit Facility is June 16, 2022.

We may also be required to make certain mandatory prepayments of the 2017 First Lien Term Credit Facility out of excess cash flow and upon the receipt of proceeds of asset sales and certain insurance proceeds (in each case, subject to certain minimum dollar thresholds and rights to reinvest the proceeds as set forth in the 2017 First Lien Credit Facility). For the fiscal year ended December 31, 2017, no mandatory prepayments were due pursuant to the terms of the 2017 First Lien Term Credit Facility. No excess cash flow payment was required during the nine months ended September 30, 2018.

The obligations under the 2017 First Lien Credit Facility are secured by substantially all of the assets of Canyon Companies S.à.r.l. and each of its subsidiaries organized in the United States (or any state thereof), the United Kingdom, the Netherlands, Luxembourg, and Ireland, subject to certain exceptions.

The 2017 First Lien Credit Facility includes a springing financial covenant applicable solely to the 2017 Revolving Credit Facility that is tested at such time that 35% or more (excluding letters of credit that have been cash collateralized and letters of credit in an amount not to exceed $4.0 million) of the aggregate commitments under the 2017 Revolving Credit Facility are drawn and outstanding. Such springing financial covenant requires that, as of the last day of each fiscal quarter, the total net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility cannot exceed the applicable ratio set forth in the 2017 First Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the 2017 First Lien Credit Facility). The 2017 First Lien Credit Facility is also subject to certain customary affirmative covenants and negative covenants. Under our 2017 First Lien Credit Facility, our subsidiaries have restrictions on making cash dividends to us, subject to certain exceptions, including that our subsidiaries are permitted to declare and pay cash dividends:

· in any amount, so long as the total net leverage ratio under our 2017 First Lien Credit Facility would not exceed 3.75 to 1.00 after making such payment;

· in an amount per annum not greater than 6.0% of (i) the market capitalization of our common stock (based on the average closing price of our shares during the 30 trading days preceding the declaration of such payment) plus (ii) the $305.2 million in proceeds we received in our business combination with Capitol;

· in an amount that does not exceed the sum of (i) $20.0 million, plus (ii) 50% of consolidated net income of our subsidiaries from January 1, 2016 to the end of the most recent quarter plus (iii) certain other amounts set forth in the definition of “Available Amount” in our 2017 First Lien Credit Facility (provided that we may only include the amounts of consolidated net income described in clause (ii) if our total net leverage ratio would not exceed 5.00 to 1.00 after making such payment); and

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· in an amount that does not exceed the total net proceeds we receive from any public or private offerings of our common stock or similar equity interests.

Our 2017 First Lien Credit Facility provides that an event of default will occur upon specified change of control events. “Change in Control” is defined to include, among other things, the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group, other than certain permitted holders (directly or indirectly, including through one or more holding companies), of voting equity interests representing 50% or more of the aggregate ordinary voting power represented by the issued and outstanding voting equity in Cision Ltd.

Cash Flow Analysis

The following tables reflect the changes in cash flows for the comparative periods presented.

	Nine Months Ended September 30,
(in thousands)	2018			2017			Net Change
Net cash provided by (used in):
Operating activities	$	89,789		$	38,342		$	51,447
Investing activities		(88,809	)		(49,821	)		(38,988	)
Financing activities		(63,156	)		50,757			(113,913	)
Effect of exchange rate changes on cash and cash equivalents		(2,286	)		2,319			(4,605	)
Net change in cash and cash equivalents	$	(64,462	)	$	41,597		$	(106,059	)

Cash Flow Provided By Operating Activities

Net cash flows from operating activities consists of net loss adjusted for non-cash items, such as: depreciation and amortization of property and equipment and intangible assets; non-cash interest charges; deferred income taxes; unrealized currency translation losses; equity-based compensation; and for changes in net working capital assets and liabilities. The impact of changes in deferred income taxes primarily relates to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Generally, the most significant factor impacting changes in deferred income taxes relates to nondeductible amortization expense associated with intangible assets.

Net cash provided by operating activities increased $51.4 million to $89.8 million for the nine months ended September 30, 2018, from net cash provided by operating activities of $38.3 million for the nine months ended September 30, 2017. Net cash provided by operating activities for the nine months ended September 30, 2018 reflects a $7.3 million decrease in other accrued expenses due to the timing of vendor invoices, a $1.8 million increase in deferred revenue due to the timing of invoicing to our subscription customers, a $1.7 million decrease in accounts payable due to the timing of vendor payments, and a $1.1 million increase in prepaid expenses and other current assets primarily due to the timing of advance payments for business expenses.

Net cash provided by operating activities for the nine months ended September 30, 2017 reflects a $3.6 million decrease in deferred revenue due to the timing of invoicing to our subscription customers, a $10.2 million decrease in accrued compensation and benefits due to the timing of payment of annual bonuses, and a deferred income tax impact of $30.0 million due to a deferred tax benefit included within our tax provision.

Cash Flow Used In Investing Activities

Net cash used in investing activities was $88.8 million for the nine months ended September 30, 2018, which reflects $66.5 million used for our acquisitions of Prime and our other acquisition, net of cash acquired, capitalized software development costs of $12.0 million, and purchases of property plant and equipment of $10.3 million.

Net cash used in investing activities was $49.8 million for the nine months ended September 30, 2017. This figure included $55.0 million in cash, net of cash acquired, used for our acquisitions of Bulletin Intelligence and Argus, and reflects capitalized software development costs of $11.4 million and purchases of property and equipment of $7.7 million, offset by approximately $23.7 million in cash we received for the sale of Vintage, after funds deposited in escrow and transaction expenses.

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Cash Flow Provided By/Used In Financing Activities

Net cash used in financing activities was $63.2 million for the nine months ended September 30, 2018, which reflects $60.0 million in repayments of our term loan facility, $0.3 million in deferred financing payments, and contingent consideration payments of $2.9 million related to the Bulletin Intelligence earnout agreement.

Net cash provided by financing activities was $50.8 million for the nine months ended September 30, 2017, which reflects $305.2 million in proceeds from the issuance of equity in connection with our merger with Capitol, offset by net repayments under our prior credit facility of $252.3 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet transactions or interests.

Summary of Critical Accounting Policies

There were no significant changes to critical accounting policies and estimates from those disclosed in Critical Accounting Policies and Estimates within Cision’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K filed with the SEC on March 13, 2018.

Recent Accounting Pronouncements

See Note 2 to our Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Seasonality

We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues as a result of press release cycles, primarily related to the release of public company operating results and other corporate news events.

Effects of Inflation

While inflation may impact revenues and cost of services, we believe the effects of inflation, if any, on the results of operations and financial condition have not been significant. However, there can be no assurance that the results of operations and financial condition will not be materially impacted by inflation in the future.

Item 3. – Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These risks include interest rate risk and foreign exchange risk.

Interest Rate Risk

Our 2017 First Lien Credit Facility bears interest at variable rates based on LIBOR plus a fixed margin. As of September 30, 2018, we had $1,261.8 million in outstanding borrowings under our 2017 First Lien Credit Facility. At LIBOR and EURIBOR rates below 3.5% and 0.5%, respectively, 100.0% of our outstanding borrowings bear interest at variable rates. Outstanding borrowings under our 2017 First Lien Credit Facility are subject to a 1% LIBOR floor. As of September 30, 2018, the 3-month LIBOR rate and 3-month EURIBOR rate were approximately 2.4% and 0.0%, respectively. A hypothetical 1% increase in the interest rate on our indebtedness as of September 30, 2018 would have increased our cash interest expense by approximately $12.6 million per annum.

Foreign Exchange Risk

The reporting currency for all periods presented is the U.S. dollar. The functional currency for our foreign operating subsidiaries is the local currency, including the British Pound, the Euro, the Swedish Krona and the Canadian Dollar. These currencies all weakened significantly against the U.S. dollar. Approximately 41% of our revenues are generated in non-U.S. dollar-denominated currencies. The financial statements of these subsidiaries are translated into U.S. dollars using exchange rates in effect at each balance sheet date for assets and liabilities and average exchange rates during the period for revenues and expenses. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity.

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Item 4. – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2018. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2018 because of the material weakness in our internal control over financial reporting described below.

Material Weakness in Internal Control Over Financial Reporting

As of September 30, 2018, our management has concluded that we did not maintain effective controls over the preparation and review of the income tax benefit or expense and related current and deferred income tax accounts. Specifically, a deficiency in the design of our controls did not ensure that the information used to prepare the income tax benefit and related current and deferred income tax accounts was complete and accurate. This material weakness did not result in a material misstatement to our financial statements or disclosures, but did result in out-of-period adjustments in our benefit for income taxes and deferred tax liabilities that were individually, and in the aggregate, immaterial during the year ended December 31, 2017. We have, however, determined that the deficiency could result in a misstatement of the benefit for income taxes and current and deferred income tax accounts that would result in a material misstatement of the annual or interim financial statements that would not be prevented or detected. Accordingly, our management has determined that this control deficiency represents a material weakness in internal control over financial reporting as of September 30, 2018. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Remediation Plan

During the quarter ended September 30, 2018, and as part of our response to the material weakness identified, we hired a Tax Director to provide additional review and supervision over our income tax process and to provide oversight over our ongoing remediation efforts which comprise:

· Incorporating into our quarterly controls a tax provision checklist designed to ensure the completeness and accuracy of the information used to prepare the income tax benefit and related current and deferred income tax accounts; and

· Enhance our current controls by performing an additional independent review of the data being used in the preparation of the income tax benefit and related current and deferred income tax accounts to ensure its completeness and accuracy, and also the reperformance of key elements of the annual and interim tax benefit calculations to provide additional assurance that errors are prevented and detected.

The identified material weakness in internal control will not be considered fully remediated until these internal controls enhancements have been in operation for a sufficient period of time for our management to conclude that the material weakness has been fully remediated.

In connection with the preparation of our definitive proxy statement prepared for the 2018 annual shareholders meeting, our Chief Executive Officer and Chief Financial Officer also noted that we failed to include in Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2017 certain information relating to director compensation required by Item 11 of Form 10-K. We are currently reviewing our disclosure controls and procedures to correct the deficiency that led to this omission and expect to implement changes in the near term.

Changes in Internal Control Over Financial Reporting

As disclosed above under “Material Weakness in Internal Control Over Financial Reporting” and “Remediation Plan”, we have begun the process of remediating the above material weakness. There have been no changes in our internal control over financial reporting (as defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. – OTHER INFORMATION

Item 1. – Legal Proceedings

From time to time, we are subject to various litigation incidental to our business and to governmental investigations related to our products and services. We are not currently party to any legal proceedings or investigations that would reasonably be expected to have a material adverse effect on our business or financial condition. See “Risk Factors — We are the subject of continuing litigation and governmental inquiries.” in our Annual Report on Form 10-K filed with the SEC on March 13, 2018.

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Item 1A. – Risk Factors

At September 30, 2018, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 13, 2018 and our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2018, which are accessible on the SEC’s website at www.sec.gov.

Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. – Defaults Upon Senior Securities

None.

Item 4. – Mine Safety Disclosures

Not applicable.

Item 5. – Other Information

None.

Item 6. – Exhibits

37

Exhibit	Description
10.1*	Form of performance-vesting restricted stock units, pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan.
10.2*	Form of performance-vesting options pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan.
10.3*	Employment Agreement between Cision U.S. Inc. and Gregg Spratto.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definitions Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** Certification has been furnished, is not deemed filed and is not to be incorporated by reference into any of the registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates it by reference.

38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CISION LTD.
Dated: November 8, 2018	By:	/s/ Jack Pearlstein
	Name:	Jack Pearlstein
	Title:	Chief Financial Officer
	By:	/s/  Steve Solomon
	Name:	Steve Solomon
	Title:	Chief Accounting Officer

39

EX-10.1

Exhibit 10.1

RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

CISION LTD. 2017 OMNIBUS INCENTIVE PLAN

*  *  *  *  *

Participant:

Grant Date:

Number of Restricted Stock Units Granted:

*  *  *  *  *

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the Participant specified above, pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1.Incorporation by Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

1

3.Vesting.

(a)Vesting. Fifty percent (50%) of the RSUs shall vest on the applicable vesting date set forth in the schedule set forth in Section 3(a)(i) if as of each such Vesting Date the Participant is still employed by the Company and/or its Subsidiaries (as applicable) (the “Time Vesting RSUs”). Twenty-five percent (25%) of the RSUs will be subject to the following performance conditions relating to the achievement of Revenue (the “Revenue RSUs”). Twenty-five percent (25%) of the RSUs will be subject to the following performance conditions relating to EBITDA (the “EBTIDA RSUs”). The Revenue RSUs and EBITDA RSUs will vest as of December 31, 2018, subject to the achievement of performance targets set forth in Sections 3(a)(ii) and 3(a)(iii) below, as determined from the Company’s consolidated financial statements, as approved by the Board in its sole discretion, and provided that the Participant has not incurred a Termination on the date the Target Revenue and Target EBITDA is determined. All vesting of the Revenue RSUs and EBITDA RSUs shall cease immediately upon a Termination. There shall be no partial vesting pursuant to this Section 3 for the uncompleted vesting year in which a Termination occurs.

(i) Time Vesting RSUs. Subject to the terms of the Plan and the provisions of Section 3(b) and Section 3(c) hereof, the Time Vesting RSUs shall vest and become exercisable as follows, provided that the Participant has not incurred a Termination prior to each such vesting date:

Vesting Date	Percentage of RSUs
[_]	[_]%
[_]	[_]%
[_]	[_]%
[_]	[_]%

(ii) Revenue RSUs. The Revenue RSUs will performance vest upon Revenue for 2018, as determined by the Board, equaling or exceeding the $256,000,000 (the “Target Revenue”). If Revenue, as determined by the Board, for 2018 does not equal or exceed the applicable Target Revenue, then all Revenue RSUs shall be forfeited. For the purposes of this Agreement [“Revenue” shall mean total earnings generated by Company as determined (A) to the extent GAAP applies, on a consolidated basis in accordance with GAAP consistently applied, as so determined by the Board in good faith, and (B) if GAAP does not apply, in a manner consistent with accounting practices determined in the sole discretion of the Board. The calculation of Revenue as determined by the Board in good faith shall be final and binding on all parties hereunder.]¹

¹ Note to KE Corporate: Please confirm with client the definition is acceptable.

2

(iii) EBITDA RSUs. The EBITDA RSUs will performance vest upon EBITDA for 2018, as determined by the Board, equaling or exceeding $734,000,000 (the “Target EBITDA”). If EBITDA, as determined by the Board, for 2018 does not equal or exceed the applicable Target EBITDA, then all EBITDA RSUs shall be forfeited. [For the purposes of this Agreement “EBTIDA” shall mean the earnings of the Company, before the deduction of interest, income taxes, depreciation, and amortization, in each case determined on a consolidated basis in accordance with GAAP consistently applied. The calculation of EBITDA as determined by the Board in good faith shall be final and binding on all parties hereunder.]²

(iv) Adjustments. The Target EBITDA or Target Revenue, as applicable, may be adjusted at the sole discretion of the Board to reflect any acquisition or disposition of the capital stock or assets of another Person by the Company and/or its Subsidiaries and other extraordinary and/or non-recurring events.

(b)Committee Discretion to Accelerate Vesting. The Committee may, in its sole discretion, accelerate vesting of the RSUs at any time and for any reason.

(c)Forfeiture. Subject to the terms of this Section 3, all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason.

4.Delivery of Shares.

(a)General. Subject to the provisions of Section 4(b) hereof, within thirty (30) days following the vesting of the RSUs, the Participant shall receive the number of shares of Common Stock that correspond to the number of RSUs that have become vested on the applicable vesting date, less any shares withheld by the Company pursuant to Section 8 hereof.

(b)Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a) hereof, such distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the calendar year in which such distribution would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder.

5.Dividends; Rights as Stockholder. Cash dividends on the number of shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

² Note to KE Corporate: Please confirm with client the definition is acceptable.

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6.Non-Transferability; Lock-Up. No portion of the RSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided herein. Pursuant to Section 14.19 of the Plan, if requested by the Company or the Lead Underwriter, the Participant hereby agrees not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired on the public market after such offering) during the Lock-Up Period. The Participant further agrees to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agrees that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to any of the Participant’s Awards until the end of such Lock-Up Period. The restrictions set forth in this Section 6 may be noted in the stock ledger of the Company.

7.Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

8.Withholding of Tax. The Participant agrees and acknowledges that the Company and/or its Subsidiaries shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company and/or its Subsidiaries, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs, and if the withholding requirement cannot be satisfied, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the foregoing, the Company shall withhold shares of Common Stock otherwise deliverable to the Participant hereunder in order to pay the Participant’s income and employment taxes due upon vesting of the RSUs, but only to the extent permitted by applicable accounting rules so as not to affect accounting treatment.

9.Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates, if any, representing shares of Common Stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates, if any, representing shares of Common Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 9.

10.Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

(a)The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 10.

4

(b)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).

(c)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

11.Entire Agreement; Amendment. This Agreement (including the Restrictive Covenant Agreement), together with the Plan, contains the entire agreement and understanding between the parties hereto with respect to the subject matter contained herein, and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, provided, that any other confidentiality, non-competition, non-solicitation, inventions, or work product obligations of the parties or their respective Affiliates shall not be so superseded or preempted, and provided further that the provisions of this Agreement are in addition to and not lieu of any such other provisions. No modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or Employee unless such modification, amendment or waiver is approved in writing by the Company and Employee; provided that the Company may modify, amend or waive any provision of this Agreement without the consent of Employee unless such amendment, modification or waiver would adversely affect the rights of Employee hereunder.

12.Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

13.No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

14.Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

5

15.Compliance with Laws. The grant of RSUs and the issuance of shares of Common Stock hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the RSUs or any shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

16.Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign any part of this Agreement without the prior express written consent of the Company.

17.Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

18.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

19.Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

20.Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

21.Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of RSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the RSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

6

22.Restrictive Covenants. In further consideration of the Award granted to Participant hereunder, Participant acknowledges and agrees to be bound by the terms of certain restrictive covenants as set forth in Exhibit A attached hereto (the "Restrictive Covenant Agreement").

[Remainder of Page Intentionally Left Blank] 

7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CISION LTD.

By:

Name:

Title:

PARTICIPANT

Name: 

8

EX-10.2

Exhibit 10.2

NONQUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

CISION LTD. 2017 OMNIBUS INCENTIVE PLAN

*  *  *  *  *

Participant:

Grant Date:

Per Share Exercise Price:

Number of Shares subject to this Option:

*  *  *  *  *

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the Participant specified above, pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Non-Qualified Stock Option provided for herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1.Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. No part of the Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code.

2.Grant of Option. The Company hereby grants to the Participant, as of the Grant Date specified above, a Non-Qualified Stock Option (this “Option”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate number of shares of Common Stock specified above (the “Option Shares”). Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Option unless and until the Participant has become the holder of record of such shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement.

3.Vesting and Exercise.

(a)Vesting. Fifty percent (50%) of the Option shall vest on the applicable vesting date set forth in the schedule set forth in Section 3(a)(i) if as of each such Vesting Date the Participant is still employed by the Company and/or its Subsidiaries (as applicable) (the “Time Vesting Options”). Twenty-five percent (25%) of the Option will be subject to the following performance conditions relating to the achievement of Revenue (the “Revenue Options”). Twenty-five percent (25%) of the Option will be subject to the following performance conditions relating to EBITDA (the “EBTIDA Options”). The Revenue Options and EBITDA Options will vest as of December 31, 2018, subject to the achievement of performance targets set forth in Sections 3(a)(ii) and 3(a)(iii) below, as determined from the Company’s consolidated financial statements, as approved by the Board in its sole discretion, and provided that the Participant has not incurred a Termination on the date the Target Revenue and Target EBITDA is determined. All vesting of the Revenue Options and EBITDA Options shall cease immediately upon a Termination. There shall be no partial vesting pursuant to this Section 3 for the uncompleted vesting year in which a Termination occurs.

(i)Time Vesting Options. Subject to the terms of the Plan and the provisions of Section 3(b) and Section 3(c) hereof, the Time Vesting Options shall vest and become exercisable as follows, provided that the Participant has not incurred a Termination prior to each such vesting date:

Vesting Date	Percentage of Options
[_]	[_]%
[_]	[_]%
[_]	[_]%
[_]	[_]%

(ii)Revenue Options. The Revenue Options will performance vest upon Revenue for 2018, as determined by the Board, equaling or exceeding the $256,000,000 (the “Target Revenue”). If Revenue, as determined by the Board, for 2018 does not equal or exceed the applicable Target Revenue, then all Revenue Options shall be forfeited. For the purposes of this Agreement [“Revenue” shall mean total earnings generated by Company as determined (A) to the extent GAAP applies, on a consolidated basis in accordance with GAAP consistently applied, as so determined by the Board in good faith, and (B) if GAAP does not apply, in a manner consistent with accounting practices determined in the sole discretion of the Board. The calculation of Revenue as determined by the Board in good faith shall be final and binding on all parties hereunder.]¹

¹ Note to KE Corporate: Please confirm with client the definition is acceptable.

(iii)EBITDA Options. The EBITDA Options will performance vest upon EBITDA for 2018, as determined by the Board, equaling or exceeding $734,000,000 (the “Target EBITDA”). If EBITDA, as determined by the Board, for 2018 does not equal or exceed the applicable Target EBITDA, then all EBITDA Options shall be forfeited. [For the purposes of this Agreement “EBTIDA” shall mean the earnings of the Company, before the deduction of interest, income taxes, depreciation, and amortization, in each case determined on a consolidated basis in accordance with GAAP consistently applied. The calculation of EBITDA as determined by the Board in good faith shall be final and binding on all parties hereunder.]²

(iv)Adjustments. The Target EBITDA or Target Revenue, as applicable, may be adjusted at the sole discretion of the Board to reflect any acquisition or disposition of the capital stock or assets of another Person by the Company and/or its Subsidiaries and other extraordinary and/or non-recurring events.

(b)Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time and for any reason.

(c)Expiration. Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date.

4.Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant’s Termination, shall remain exercisable as follows:

(a)Termination due to Death or Disability. In the event of the Participant’s Termination by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(c) hereof; provided, however, that in the case of a Termination due to Disability, if the Participant dies within such one (1) year exercise period, any unexercised Option held by the Participant shall thereafter be exercisable by the legal representative of the Participant’s estate, to the extent to which it was exercisable at the time of death, for a period of one (1) year from the date of death, but in no event beyond the expiration of the stated term of the Option pursuant to Section 3(c) hereof.

(b)Involuntary Termination Without Cause. In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(c) hereof.

² Note to KE Corporate: Please confirm with client the definition is acceptable.

(c)Voluntary Resignation. In the event of the Participant’s voluntary Termination (other than a voluntary Termination described in Section 4(d) hereof), the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(c) hereof.

(d)Termination for Cause. In the event of the Participant’s Termination for Cause or in the event of the Participant’s voluntary Termination after an event that would be grounds for a Termination for Cause, the Participant’s entire Option (whether or not vested) shall terminate and expire upon such Termination.

(e)Treatment of Unvested Options upon Termination. Any portion of the Option that is not vested as of the date of the Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

5.Method of Exercise and Payment. Subject to Section 8 hereof, to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price specified above multiplied by the number of shares of Common Stock underlying the portion of the Option exercised.

6.Non-Transferability. The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit the Option to be Transferred to a Family Member for no value, provided that such Transfer shall only be valid upon execution of a written instrument in form and substance acceptable to the Committee in its sole discretion evidencing such Transfer and the transferee’s acceptance thereof signed by the Participant and the transferee, and provided, further, that the Option may not be subsequently Transferred other than by will or by the laws of descent and distribution or to another Family Member (as permitted by the Committee in its sole discretion) in accordance with the terms of the Plan and this Agreement, and shall remain subject to the terms of the Plan and this Agreement. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

7.Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

8.Withholding of Tax. The Company and/or its Subsidiaries shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company and/or its Subsidiaries, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Option and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable upon exercise of the Option.

9.Entire Agreement; Amendment. This Agreement (including the Restrictive Covenant Agreement), together with the Plan, contains the entire agreement and understanding between the parties hereto with respect to the subject matter contained herein, and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, provided, that any other confidentiality, non-competition, non-solicitation, inventions, or work product obligations of the parties or their respective Affiliates shall not be so superseded or preempted, and provided further that the provisions of this Agreement are in addition to and not lieu of any such other provisions. No modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or Employee unless such modification, amendment or waiver is approved in writing by the Company and Employee; provided that the Company may modify, amend or waive any provision of this Agreement without the consent of Employee unless such amendment, modification or waiver would adversely affect the rights of Employee hereunder.

10.Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

11.No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

12.Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Option awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

13.Compliance with Laws. The issuance of the Option (and the Option Shares upon exercise of the Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Option or any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.

14.Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

15.Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

16.Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

17.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

18.Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

19.Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

20.Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

21.Restrictive Covenants. In further consideration of the Award granted to Participant hereunder, Participant acknowledges and agrees to be bound by the terms of certain restrictive covenants as set forth in Exhibit A attached hereto (the “Restrictive Covenant Agreement”).

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CISION LTD.

By:

Name:

Title:

PARTICIPANT

Name: 

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 1, 2018, by and between Cision US Inc., a Delaware corporation (“Employer”), and Gregg Spratto (“Executive”).

Employer and Executive mutually desire to enter into an agreement containing the terms and conditions pursuant to which Employer will employ Executive.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.Employment. The terms of this Agreement are intended by the parties hereto to be the final expression of their agreement with respect to the employment of Executive by Employer, and this Agreement supersedes any and all prior understandings and agreements between Executive and Employer regarding Executive’s employment with Employer, whether written or oral. Employer agrees to employ Executive, and Executive accepts such employment, for the period beginning on the date hereof and ending upon his separation pursuant to Section 1(c) hereof (the “Employment Period”).

(a)Position and Duties. During the Employment Period, Executive shall serve as the Chief Operating Officer of Employer and shall have such other responsibilities as are reasonably directed by Employer’s Chief Executive Officer (the “CEO”) or the Board, subject in each case to the power of the CEO and the Board to expand, limit or otherwise alter such duties, responsibilities, positions and authority and to otherwise override actions of officers. Executive shall report to the CEO or his designee, and Executive shall devote his best efforts and his full business time and attention to the business and affairs of Employer and its Subsidiaries and Affiliates; provided that Executive shall be permitted, with the prior written consent of the CEO (which consent shall not be unreasonably withheld), to engage in civic, charitable and other non-profit activities that do not interfere with Executive’s employment and other duties or obligations to the Employer, its Subsidiaries and Affiliates.

(b)Salary, Bonuses and Benefits. During the Employment Period, Employer will pay Executive a base salary at a rate of $335,000 USD per annum (such base salary, as may be adjusted pursuant hereto, provided that such base salary shall not be adjusted downward in nominal terms, the “Annual Base Salary”). With respect to Executive's Annual Base Salary, Executive shall be eligible for any annual salary increases generally provided by the Employer, at the Employer's sole discretion. After the commencement of the Employment Period, Employer shall pay Executive a one-time signing bonus of $75,000 USD (to be provided in accordance with Employer's ordinary course payroll practices). For each fiscal year beginning in 2018 and ending during the Employment Period in which Executive remains employed through the last day of such fiscal year, Executive shall be eligible for an annual bonus in an amount up to 60% of Executive's Annual Base Salary (the “Target Bonus”). Each annual bonus shall be determined by Employer based upon the performance of Executive and the achievement by Employer and its Subsidiaries of financial, operating and other objectives set by Employer. Each annual bonus shall be paid in the fiscal year following the fiscal year to which the bonus relates and the Executive must be employed on the bonus payment date in order to be entitled to receive any bonus. In addition, during the Employment Period, Executive will be entitled to such other benefits as are approved by Employer and made generally available to all senior management of Employer. Within ten (10) days of commencement of the Employment Period, Parent will grant to Executive 90,000 Non-Qualified Stock Options pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).  The Committee will establish the exercise price for each grant of Non-Qualified Stock Options, provided that the exercise price for each grant of Non-Qualified Stock Options will be no less than the then-current Fair Market Value of the Parent shares (as such terms are defined in the Plan). If Executive is still employed with the Employer as of August 1, 2019, Parent will grant to Executive an additional amount of Restricted Stock Units equivalent to a then-present value of $800,000 pursuant to the Plan.  After 2019, if Executive is still employed with the Employer and at the Parent's sole discretion, Executive shall be eligible for additional performance-based grants of Non-Qualified Stock Options or Restricted Stock Units.

(c)Separation. The Employment Period will continue until (i) Executive's resignation, death, or Disability or (ii) the Employer terminates Executive’s employment with or without Cause. Upon the termination of Executive’s employment for any reason, Executive (or, in the event of Executive’s death, Executive’s estate) shall be entitled to receive (A) any earned but unpaid Annual Base Salary through the date of such termination, subject to withholding and other appropriate deductions, (B) reimbursement for reasonable and documented expenses accrued during employment, subject to and in accordance with, Employer’s expense reimbursement policy and (C) any vested benefits (including vacation, but excluding severance-type benefits) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (clauses (A) through (C), collectively, the “Accrued Obligations”). If Executive’s employment is terminated by the Employer without Cause pursuant to clause (ii) above, then, in addition to the Accrued Obligations, during the 6-month period commencing on the date of termination (the “Severance Period”), Employer shall pay to Executive an aggregate amount equal to 50% of his or her Annual Base Salary, payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Separation (the “Severance Payments”). In addition, Employer shall have the option, by delivering written notice to Executive at least 60 days prior to the end of the then-applicable Severance Period, to extend the Severance Period for up to one additional six-month period (i.e., through the 12-month anniversary of the date of Separation) during which period the Employer shall continue to pay Executive’s Severance Payments to Executive at the same annual rate (pro rated as applicable). Notwithstanding anything herein to the contrary, (I) Executive shall not be entitled to receive any portion of the Severance Payments unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (a “Release”) in accordance with Section 1(d)(vii) (and such release is in full force and effect and has not been revoked), and (II) Executive shall be entitled to receive the Severance Payments only so long as Executive has not breached any of the provisions of such general release or Section 2 or Section 3 hereof. Following a Separation for any reason, Executive shall not be entitled to any further payments from Employer, the Parent or their respective Affiliates in respect of his or her employment with any of them, nor shall they have any further liability to Executive in respect thereof, except as expressly set forth in this Section 1.

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(d)Code Section 409A.

(i)The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event shall Employer or the Parent be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

(ii)Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 hereof that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(iv)For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

(v)Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

(vi)To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Code Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

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(vii)Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (A) Employer shall deliver the Release to Executive within ten days following the date of Executive’s termination of employment, (B) provided Employer timely complies with its obligation under clause (A), if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his or her acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (C) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Code Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d)(vii) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d)(vii), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (C) of this Section 1(d)(vii), on the first payroll period to occur in the subsequent taxable year, if later.

(e)Location. Executive agrees to move to New York, New Jersey, or Connecticut and shall work at one or more location(s) in the state of New York directed by Employer, each for a period of at least two consecutive years and each commencing no later than December 30, 2018. It is expected that Executive will engage in frequent business travel as part of his job duties. After the commencement of the Employment Period, Employer shall pay Executive a one-time relocation fee of $100,000 USD (to be provided in accordance with Employer's ordinary course payroll practices).

2.Confidential Information.

(a)Obligation to Maintain Confidentiality. Executive acknowledges that the information, observations and data (including trade secrets) obtained by him or her during the course of his or her employment with Employer concerning the business or affairs of Employer, the Parent, and their respective Subsidiaries and Affiliates (“Confidential Information”) are the property of Employer, the Parent or such Subsidiaries and Affiliates, including information concerning acquisition opportunities in or reasonably related to Employer’s and the Parent’s business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not disclose to any unauthorized Person or use for his or her own account any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive shall deliver to Employer at a Separation, or at any other time Employer may reasonably request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Employer, the Parent and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his or her control.

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(b)Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to Employer’s, the Parent’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by Employer, the Parent or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to Employer, the Parent or such Subsidiary or Affiliate, and Executive hereby assigns, and agrees to assign, all of the above Work Product to Employer, the Parent or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his or her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and Employer, the Parent or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to Employer, the Parent or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm Employer’s, the Parent’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

(c)Third Party Information. Executive understands that Employer, the Parent and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Employer’s, the Parent’s and their respective Subsidiaries and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 2(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of Employer, the Parent or their respective Subsidiaries and Affiliates who need to know such information in connection with their work for Employer, the Parent or their respective Subsidiaries and Affiliates) or use, except in connection with his or her work for Employer, the Parent or their respective Subsidiaries and Affiliates, Third Party Information unless expressly authorized by the Board in writing.

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(d)Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of Employer, the Parent or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of his or her duties only information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) otherwise legally in the public domain, (ii) otherwise provided or developed by Employer, the Parent or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

3.Noncompetition and Nonsolicitation. Executive acknowledges that in the course of his or her employment with Employer he will become familiar with Employer’s, the Parent’s and their respective Subsidiaries’ trade secrets and with other confidential information concerning Employer, the Parent and such Subsidiaries and that his or her services will be of special, unique and extraordinary value to Employer, the Parent and such Subsidiaries. Therefore, Executive agrees that:

(a)Noncompetition. During the Restricted Period, Executive shall not, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in any business which competes in the United States with any of the businesses of the Employer, the Parent or any of their respective Subsidiaries or competing with any other business for which Employer, the Parent or any of their respective Subsidiaries has engaged in discussions or has requested and received information relating to the acquisition of such business by Employer, the Parent or any of their respective Subsidiaries within the eighteen-month period immediately preceding the Separation. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.

(b)Nonsolicitation. During the Restricted Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of Employer, the Parent or any of their respective Subsidiaries to leave the employ of Employer, the Parent or such Subsidiary, or in any way interfere with the relationship between Employer, the Parent or any of their respective Subsidiaries and any employee thereof, (ii) hire any employee of Employer, the Parent or any of their respective Subsidiaries or hire any former employee of Employer, the Parent or any of their respective Subsidiaries within 12 months after such person ceased to be an employee of Employer, the Parent or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of Employer, the Parent or any of their respective Subsidiaries to cease doing business with Employer, the Parent or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Employer, the Parent or any such Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of Employer, the Parent or any of their respective Subsidiaries and with which Employer, the Parent or any of their respective Subsidiaries has engaged in discussions or has requested and received information relating to the acquisition of such business by Employer, the Parent or any of their respective Subsidiaries at any time within the eighteen-month period immediately preceding a Separation.

6

(c)Nondisparagement. Executive shall not, directly or indirectly through any other Person, make any public statement that is intended to or could reasonably be expected to disparage the Employer, the Parent or any of their respective Subsidiaries, Affiliates or businesses, products, services, equityholders, directors, managers, officers or employees.

(d)Enforcement. If, at the time of enforcement of Section 2 or this Section 3, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, Employer and/or its respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In the event that Executive breaches any provision of this Section 3, then the Restricted Period shall be extended for a period of time equal to the period of time during which such breach occurred and, in the event that Employer any of its Subsidiaries is required to seek relief from such breach in any court, then the Restricted Period shall be extended for a period of time equal to the pendency of such proceedings, including all appeals.

(e)Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (x) that the business of Employer, the Parent and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Employer, the Parent or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Employer, the Parent or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that Employer, the Parent and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Employer, the Parent or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of his or her responsibilities, Executive may be traveling throughout the United States and other jurisdictions where Employer, the Parent or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Employer, the Parent and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of his or her choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Employer, the Parent and their respective Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

7

4.Definitions.

“Affiliate” means, with respect to any Person, (i) any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise, and (ii) if such Person is a partnership, any partner thereof.

“Board” means the board of directors of Parent.

“Cause” means (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to Employer, the Parent or any of their respective Subsidiaries or any of their customers, vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Executive as reasonably directed by an executive to whom Executive directly or indirectly reports or by Employer, (iii) gross negligence or willful misconduct with respect to Employer, the Parent or any of their respective Subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring Employer, the Parent or any of their respective Subsidiaries into substantial public disgrace or disrepute, (v) any breach by Executive of Section 2 or Section 3 of this Agreement; (vi) failure to move to New York, New Jersey, or Connecticut, or failure to work in the state of New York, each as provided in Section 1(e) and/or (vii) a failure to observe policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by Employer from time to time.

“Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive is, or is reasonably expected to be, unable to effectively perform the essential functions of Executive’s duties for a continuous period of more than 120 days or for 180 days (whether or not continuous) within a 365 day period, as determined by the Board in good faith.

“Parent” means Cision Ltd., a Cayman Islands public company, or in the event that Employer is no longer a Subsidiary of Cision Ltd., the Employer’s direct parent company.

“Partnership” means Canyon Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

8

“Restricted Period” means the Employment Period plus either (i) the Severance Period, if Executive’s employment is terminated without Cause pursuant to clause 1(c)(ii) above, after giving effect to extension of the Severance Period in accordance with Section 3(c), or (ii) the 12-month period immediately following the Employment Period if Executive’s employment is terminated under any other circumstances.

“Separation” means Executive ceasing to be employed by Employer and its Subsidiaries for any reason.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Partnership.

5.Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient by reputable express courier service (charges prepaid), (iii) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (iv) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and other communications shall be sent to the parties at the addresses indicated below:

If to the Parent or Employer:

Cision US, Inc.

130 East Randolph St. 7th Floor

Chicago, IL 60601

Facsimile:	(301) 459-2827
Email:	jack.pearlstein@cision.com
Attention:	Jack Pearlstein

9

with a copy to:

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

Facsimile: (312) 862-2200

Attention:	Stephen L. Ritchie, P.C.
	Mark A. Fennell, P.C.

If to Executive:

Gregg Spratto 

1704 Mediterraneo Place, 

Brentwood, CA 94513

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party.

6.General Provisions.

(a)Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(b)Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, provided, that any other confidentiality non-competition, or non-solicitation obligations of Executive with the Parent, Employer, or their respective Affiliates shall not be so superseded or preempted.

(c)No Strict Construction; Descriptive Headings; Interpretation. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a section of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Any reference in this Agreement to the “judgment” or “discretion” of a party shall mean the sole judgment or discretion of such party.

(d)Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

10

(e)Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, Employer, and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement shall not be assigned or delegated.

(f)Choice of Law. The laws of the State of Delaware will govern all questions concerning the relative rights of the Employer and Executive and all other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(g)Jurisdiction; Venue; Service of Process. Each party hereto agrees that it may bring any action between the parties hereto arising out of or related to this Agreement in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (collectively, the “Chosen Courts”), and, solely with respect to any such action (i) irrevocably submits to the non-exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action shall be effective if notice is given in accordance with Section 5.

(h)MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES HERETO WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(i)Executive’s Cooperation. During the Employment Period and thereafter, Executive shall cooperate with Employer and its Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Employer (including, without limitation, Executive being available to Employer upon reasonable notice for interviews and factual investigations, appearing at Employer’s reasonable request to give testimony without requiring service of a subpoena or other legal process, volunteering to Employer all pertinent information and turning over to Employer all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event Employer requires Executive’s cooperation in accordance with this paragraph after the Employment Period, Employer shall reimburse Executive for reasonable travel expenses (including lodging and meals, upon submission of receipts).

11

(j)Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement prevents the Executive from filing any administrative charge or participating in any administrative investigation or proceeding with respect to which the right to file or participate cannot be waived under applicable law.

(k)Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of Employer, the Parent, and Executive.

(l)Insurance. Employer, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that Executive has no reason to believe that Executive’s life is not insurable at rates now prevailing for healthy individuals of Executive’s age.

(m)Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which Employer’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

(n)Indemnification and Reimbursement of Payments on Behalf of Executive. Employer, the Parent and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from Employer, the Parent or any of their respective Subsidiaries to Executive (including withholding shares or other equity securities in the case of issuances of equity by Employer, the Parent or any of their respective Subsidiaries) any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from Employer, the Parent or any of their respective Subsidiaries, including, without limitation, wages, bonuses, distributions, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event any such deductions or withholdings are not made, Executive shall indemnify the Employer, the Parent and each of their respective Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

12

(o)Termination. This Agreement (except for the provisions of Sections 1(a), 1(b) and 1(c)) shall survive a Separation and shall remain in full force and effect after such Separation.

(p)Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a photographic, photostatic, facsimile, portable document format (.pdf), or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

(q)No Third-Party Beneficiaries. Except as expressly provided herein, no term or provision of this Agreement is intended to be, or shall be, for the benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action hereunder.

(r)Representations. Executive represents and warrants to Employer that (i) this Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject, and (ii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement or any other agreement which could impair or interfere with Executive’s obligations hereunder.

*  *  *  *  *

13

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first above written.

CISION US, INC.
By:	/s/ Jack Pearlstein
Name:	Jack Pearlstein
Its:	Chief Financial Officer

Signature Page to Employment Agreement

EXECUTIVE

/s/ Gregg Spratto

Gregg Spratto

Signature Page to Employment Agreement

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Akeroyd, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cision Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2018

/s/ Kevin Akeroyd

Kevin Akeroyd

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jack Pearlstein, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cision Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2018

/s/ Jack Pearlstein

Jack Pearlstein

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cision Ltd. (the “Company”) on Form 10-Q for the period ending September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Akeroyd, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2018

/s/ Kevin Akeroyd

Kevin Akeroyd

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cision Ltd. (the “Company”) on Form 10-Q for the period ending September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack Pearlstein, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2018

/s/ Jack Pearlstein

Jack Pearlstein

Chief Financial Officer

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 07, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Registrant Name	CISION LTD.
Entity Central Index Key	0001701040
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	CISN
Entity Common Stock, Shares Outstanding		132,713,555
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 84,192	$ 148,654
Accounts receivable, net	113,821	113,008
Prepaid expenses and other current assets	21,426	19,896
Total current assets	219,439	281,558
Property and equipment, net	54,032	53,578
Other intangible assets, net	406,515	456,291
Goodwill	1,179,597	1,136,403
Other assets	6,429	7,528
Total assets	1,866,012	1,935,358
Current liabilities:
Current portion of long-term debt	13,251	13,349
Accounts payable	12,560	13,327
Accrued compensation and benefits	25,718	25,873
Other accrued expenses	75,128	73,483
Current portion of deferred revenue	140,493	140,351
Total current liabilities	267,150	266,383
Long-term debt, net of current portion	1,206,313	1,266,121
Deferred revenue, net of current portion	1,258	1,412
Deferred tax liability	65,068	62,617
Other liabilities	20,778	22,456
Total liabilities	1,560,567	1,618,989
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding at September 30, 2018 and December 31, 2017	0	0
Common stock, $0.0001 par value, 480,000,000 shares authorized; 132,713,555 and 122,634,922 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively	13	12
Additional paid-in capital	795,668	771,813
Accumulated other comprehensive loss	(55,907)	(35,111)
Accumulated deficit	(434,329)	(420,345)
Total stockholders' equity	305,445	316,369
Total liabilities and stockholders' equity	$ 1,866,012	$ 1,935,358

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	480,000,000	480,000,000
Common Stock, Shares, Issued	132,713,555	122,634,922
Common Stock, Shares, Outstanding	132,713,555	122,634,922

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Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 177,236	$ 159,729	$ 544,004	$ 462,678
Cost of revenue	69,177	53,287	200,212	147,571
Gross profit	108,059	106,442	343,792	315,107
Operating costs and expenses
Sales and marketing	27,367	27,931	85,345	83,231
Research and development	7,292	5,661	22,282	16,679
General and administrative	39,002	36,127	126,762	117,819
Amortization of intangible assets	20,167	22,829	60,681	66,306
Total operating costs and expenses	93,828	92,548	295,070	284,035
Operating income	14,231	13,894	48,722	31,072
Non operating income (expense):
Foreign exchange gains (losses)	2,196	802	10,277	(1,832)
Interest and other income, net	380	177	472	2,450
Interest expense	(19,785)	(23,063)	(59,947)	(96,306)
Loss on extinguishment of debt	0	(51,872)	(2,432)	(51,872)
Total non operating loss	(17,209)	(73,956)	(51,630)	(147,560)
Loss before income taxes	(2,978)	(60,062)	(2,908)	(116,488)
Provision for (benefit from) income taxes	3,070	(13,653)	10,016	(27,938)
Net loss	(6,048)	(46,409)	(12,924)	(88,550)
Other comprehensive income (loss) - foreign currency translation adjustments	(2,479)	13,371	(20,796)	35,965
Comprehensive loss	$ (8,527)	$ (33,038)	$ (33,720)	$ (52,585)
Net loss per share:
Basic and diluted	$ (0.05)	$ (0.38)	$ (0.10)	$ (1.47)
Weighted-average shares outstanding used in computing per share amounts:
Basic and diluted	131,104,859	120,584,316	127,507,314	60,120,689

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities
Net loss	$ (12,924)	$ (88,550)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	100,186	103,392
Non-cash interest charges and amortization of debt discount and deferred financing costs	10,158	62,824
Equity-based compensation expense	3,713	2,944
Provision for doubtful accounts	3,972	2,247
Deferred income taxes	3,437	(29,970)
Unrealized foreign currency losses (gains)	(10,338)	1,551
Gain on sale of business	0	(1,785)
Other	86	(171)
Changes in operating assets and liabilities, net of effects of acquisitions and disposal:
Accounts receivable	967	7,018
Prepaid expenses and other current assets	(1,133)	1,072
Other assets	(726)	113
Accounts payable	(1,721)	(2,110)
Accrued compensation and benefits	(321)	(10,207)
Other accrued expenses	(7,320)	(4,123)
Deferred revenue	1,767	(3,593)
Other liabilities	(14)	(2,310)
Net cash provided by operating activities	89,789	38,342
Cash flows from investing activities
Purchases of property and equipment	(10,325)	(7,746)
Software development costs	(12,026)	(11,365)
Acquisitions of businesses, net of cash acquired of $2,711 and $12,355	(66,463)	(54,992)
Proceeds from disposal of business	0	23,675
Change in restricted cash	5	607
Net cash used in investing activities	(88,809)	(49,821)
Cash flows from financing activities
Proceeds from revolving credit facility	0	5,000
Repayment of revolving credit facility	0	(38,475)
Payment of amounts due to Cision Owner	0	(1,940)
Proceeds from term credit facility, net of debt discount of $10,091	0	1,275,634
Repayments of term credit facility	(59,989)	(1,494,501)
Payments on capital lease obligations	0	(171)
Payments of deferred financing costs	(294)	0
Proceeds from merger and recapitalization	0	305,210
Payment of contingent consideration	(2,873)	0
Net cash provided by (used in) financing activities	(63,156)	50,757
Effect of exchange rate changes on cash and cash equivalents	(2,286)	2,319
Increase (decrease) in cash and cash equivalents	(64,462)	41,597
Cash and cash equivalents
Beginning of period	148,654	35,135
End of period	84,192	76,732
Supplemental disclosure of cash flows information
Issuance of securities by Cision Owner in connection with acquisition	0	7,000
Non-cash contribution from Cision Owner in connection with merger	$ 0	$ 451,139
Issuance of shares for acquisition	20,143	0

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Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Acquired from Acquisition	$ 2,711	$ 12,355
Debt Instrument Original Issue Discount	$ 0	$ 10,091

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Organization

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

1. Organization

Cision Ltd., a Cayman Islands company and its subsidiaries (collectively, “Cision”, or the “Company”), is a leading provider of cloud-based software, media intelligence and distribution services, and other related professional services to the marketing and public relations industry. Communications professionals use the Company’s products and services to identify and connect with media influencers, manage industry relationships, create and distribute content, monitor media coverage, perform advanced analytics and measure the effectiveness of their campaigns. The Company has primary offices in Chicago, Illinois, Beltsville, Maryland, Ann Arbor, Michigan, New York, New York, Cleveland, Ohio, and Albuquerque, New Mexico with additional offices in the United States, as well as Australia, Brazil, Canada, China, France, Germany, Hong Kong, India, Indonesia, Malaysia, Mexico, Portugal, Singapore, South Korea, Sweden, Taiwan, the United Kingdom, and Vietnam.

On March 19, 2017, the Company entered into a definitive agreement (the “Merger Agreement”) with Capitol Acquisition Corp. III (NASDAQ: CLAC; “Capitol”), a public investment vehicle, whereby the parties agreed to merge, resulting in the Company becoming a publicly listed company. This merger closed on June 29, 2017 (“Merger”), which resulted in the following (the “Transactions”):

 Holders of 490,078 shares of Capitol common stock sold in its initial public offering exercised their rights to convert those shares to cash at a conversion price of approximately $10.04 per share, or an aggregate of approximately $4.9 million. The per share conversion price of approximately $10.04 for holders of public shares electing conversion was paid out of Capitol’s trust account, which had a balance immediately prior to the closing of approximately $326.3 million.

 Of the remaining funds in the trust account: (i) approximately $16.2 million was used to pay Capitol’s transaction expenses and (ii) the balance of approximately $305.2 million was released to Cision to be used for working capital and general corporate purposes, including to pay down $294.0 million of the 2016 Second Lien Credit Facility, plus a 1% fee and interest. The debt repayment occurred in July 2017.

 Immediately after giving effect to the Transactions (including as a result of the conversions described above and certain forfeitures of Capitol common stock and warrants immediately prior to the closing), there were 120,512,402 shares of common stock and warrants to purchase 24,375,596 shares of common stock of Cision issued and outstanding.  During the nine months ended September 30, 2018, all warrants were converted to 6,342,989 common shares (see Note 7).

 Upon the closing, Capitol’s common stock, warrants and units ceased trading, and Cision’s common stock and warrants began trading on the NYSE and NYSE MKT, respectively, under the symbol “CISN” and “CISN WS,” respectively.

 Upon the completion of the Transactions, Canyon Holdings (Cayman), L.P., (“Cision Owner”) an exempted limited partnership formed for the purpose of owning and acquiring Cision through a series of transactions, received 82,075,873 shares of common stock of the Company and 1,969,841 warrants to purchase common stock of the Company, in exchange for all of the share capital and $450.5 million in Convertible Preferred Equity Certificates (“CPECs”) of Cision. Cision Owner also obtained the right to receive certain additional securities of the Company upon the occurrence of certain events.  As a result of the Company’s share price meeting certain milestones set forth in the Merger Agreement in October 2017 and September 2018 the Company issued an aggregate of 4,000,000​​​​​​​ shares to Cision Owner.

 At the closing of the Transactions, Cision Owner held approximately 68% of the issued and outstanding common stock of the Company and stockholders of Capitol held approximately 32% of the issued and outstanding shares of the Company. During the nine months ended September 30, 2018, Cision Owner initiated a series of transactions that resulted in its holding dropping below 50% of the issued and outstanding ordinary shares of the Company; causing the Company to cease to qualify as a “controlled company” under the New York Stock Exchange listing standards.

The Merger Agreement, the Transactions and items related thereto are more fully described in the Company’s proxy statement/prospectus filed on June 15, 2017.

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Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation and Earnings per Share

The Transactions were accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, the Transactions have been treated equivalent to Cision issuing stock for the net monetary assets of Capitol, accompanied by a recapitalization. The net assets of Capitol at the merger date have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Cision. As a result, these financial statements represent the continuation of Cision Ltd. and the historical shareholders’ equity and earnings per share calculations of Cision prior to the Transactions have been retrospectively adjusted for the equivalent number of shares received by Cision’s Owner, where applicable, pursuant to the Transactions. The accumulated deficit of Cision has been carried forward after the Transactions.

Prior to the completion of the Transactions, earnings per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 common shares. Immediately after the Transactions, 120,512,402 common shares were outstanding. Subsequent to the Merger, earnings per share are calculated based on the weighted number of common shares then outstanding. As part of the Transactions, the historical number of outstanding common shares were adjusted to 28,369,644 common shares, in order to retroactively reflect the Merger exchange ratio. Historical earnings per share also gives effect to this adjustment through June 29, 2017, the date of the Merger.

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair statement have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed on March 13, 2018.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, software development costs, useful lives of property, equipment and internal use software, intangible assets and goodwill, contingent liabilities, and fair value of equity-based awards and income taxes. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1	Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2	Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3	Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

Recent Accounting Pronouncements

The Company is an Emerging Growth Company and historically has adopted new accounting standards using the effective dates available for nonpublic entities. However, as of December 31, 2018, the Company will no longer be classified as an Emerging Growth Company and will be adopting new accounting standards in accordance with the effective dates set for public companies. All new accounting standards with public effective dates that have lapsed as of December 31, 2018, will be implemented by the Company during the fourth quarter of 2018 using the transition methods set forth by the FASB. The planned adoption dates outlined below have been updated to reflect the Company’s new required effective dates.

New Accounting Pronouncements Adopted

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company has elected to early adopt this guidance on a prospective basis beginning January 1, 2018. The Company has also elected to continue its historical accounting practice of estimating forfeitures in determining the amount of stock-based compensation expense to recognize, rather than accounting for forfeitures as they occur. The adoption of ASU 2016-09 did not have an impact on the Company’s consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. The amendments of ASU No. 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of this ASU would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The Company elected to early adopt ASU 2016-16 in the first quarter of fiscal 2018 and applied the guidance on a modified retrospective basis and recorded a cumulative-effect adjustment to retained earnings in the amount of $1.1 million.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350). The ASU eliminates Step 2 of the goodwill impairment test, which requires determining the fair value of assets acquired or liabilities assumed in a business combination. Under the amendments in this update, a goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company elected to early adopt ASU 2017-04 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. The Company adopted ASU 2017-09 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements.

Recent Accounting Pronouncements Not Yet Effective

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 supersedes existing revenue recognition requirements in ASU Topic 605, Revenue Recognition, and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The accounting for the recognition of costs related to obtaining customer contracts under Topic 606 is significantly different than current guidance, and Topic 606 will likely result in sales commissions and certain other costs capitalized, which will then be amortized over an estimated customer life. The Company will adopt this ASU during the fourth quarter of 2018, effective for fiscal year 2018, using the modified retrospective transition method. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities. This change primarily affects the accounting for equity investments, financial liabilities under the fair value options and the presentation and disclosure requirements for financial instruments. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force), which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. This ASU is effective for the Company’s fourth quarter of 2018, with early adoption permitted. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which will allow a reclassification from accumulated other comprehensive income to retained earnings for the tax effects resulting from “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Act”) that are stranded in accumulated other comprehensive income. This ASU also requires certain disclosures about stranded tax effects; however, it does not change the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations. This ASU is effective on January 1, 2019, with early adoption permitted. It must be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosure requirements related to fair value measurements. The ASU eliminates the requirement to disclosure and amount and reasons for transfers between Level 1 and Level 2 fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. Entities will now be required to disclose the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits- Defined Benefit Plans – General (Subtopic 715-20), which modifies the disclosure requirements for defined benefit pensions and other postretirement plans. The ASU adds and removes disclosure requirements from the current standard in an effort to improve the effectiveness of retirement benefit disclosures. The ASU is effective for fiscal years ended after December 15, 2020, early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), which clarifies the accounting for costs of implementing a cloud computing service arrangement. The ASU requires companies to capitalize the implementation costs associated with cloud computing service arrangements, regardless as to whether the contract contains a license. The ASU is effective for annual periods in 2020, including interim periods. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

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Business Combinations and Dispositions

9 Months Ended

Sep. 30, 2018

Business Combinations [Abstract]

Business Combinations and Dispositions

3. Business Combinations and Dispositions

Sale of Vintage Net Assets

On March 10, 2017, the Company sold substantially all of the assets of its Vintage corporate filings business for approximately $26.6 million and received approximately $23.7 million in cash after escrow and expenses. The transaction resulted in a gain of approximately $1.8 million which was recorded as other income in the consolidated statements of operations and comprehensive loss. The Company was required to provide the purchaser with certain immaterial transition services through the end of 2017.

Purchase of Bulletin Intelligence

On March 27, 2017, the Company acquired all of the membership interests of Bulletin Intelligence, LLC, Bulletin News Network, LLC, and Bulletin News Investment, LLC (collectively, “Bulletin Intelligence”). The Company acquired Bulletin Intelligence to expand the Company’s ability to deliver actionable intelligence to senior leadership teams. During the nine months ended September 30, 2017, the Company incurred acquisition-related transaction costs of $1.0 million, which are included in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning March 27, 2017.

The purchase price was $71.8 million and consisted of $60.5 million in cash, the issuance of 70,000 Class A Shares by Cision Owner with a fair value of $5.2 million and contingent consideration valued at $6.1 million. The fair value of the contingent consideration was determined using a Monte Carlo simulation, which utilized management’s projections of Bulletin Intelligence revenues over the earn-out period, and is considered a Level 3 measurement. Changes in fair value subsequent to the acquisition date will be recognized in earnings each reporting period until the arrangement is settled. The Company is required to pay contingent consideration that can be earned during the years ending December 31, 2017 and December 31, 2018 for each year dependent on the achievement of financial targets as defined by the agreement with no cap. For the year ended December 31, 2017, the former owners of Bulletin Intelligence earned $2.9 million in relation to the earn out, which was paid in March 2018. On the date of acquisition, the Company entered into a loan agreement with Cision Owner for $7.0 million and recorded a payable to Cision Owner of $7.0 million in the condensed consolidated balance sheet, which was contributed in the quarter ended June 30, 2017. The $1.8 million difference between the fair value of the Class A Units and the amount due to Cision Owner has been recorded as interest expense.

The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date.

The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities of Bulletin Intelligence acquired on March 27, 2017. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to ten years on an accelerated basis.  During the nine months ended September 30, 2018, the Company made a measurement period adjustment to the initial purchase price allocation resulting in a goodwill decrease of $2.0 million.  The Company completed the purchase price allocation during the three months ended March 31, 2018.

(in thousands)
Cash and cash equivalents	$	11,457
Accounts receivable, net		5,232
Prepaid and other assets		216
Property, equipment and software, net		704
Trade name		1,070
Customer relationships		28,870
Purchased technology		9,510
Goodwill		19,520
Total assets acquired		76,579
Accounts payable and accrued liabilities		(3,481	)
Deferred revenue		(1,271	)
Total liabilities assumed		(4,752	)
Net assets acquired	$	71,827

Goodwill will be deductible for tax purposes. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill, which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce.

Purchase of Argus

On June 22, 2017, the Company acquired all of the outstanding shares of L’Argus de la Presse (“Argus”), a Paris-based provider of media monitoring solutions, for €6.0 million (approximately $6.8 million) paid in cash at closing and up to €1.1 million (approximately $1.2 million) to be paid in cash over the next four years, subject to a working capital adjustment. The Company acquired Argus to deliver enhanced access to French media content, helping its global customer base understand and quantify the impact of their communications and media coverage in France.

The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning June 22, 2017.

The purchase price has been allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date.

The following table summarizes the allocation of the purchase price by the Company to the fair value of the assets and liabilities of Argus acquired on June 22, 2017. The amounts related to intangible assets shown below are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to eight years on an accelerated basis. The Company completed the purchase price allocation as of June 30, 2018.

(in thousands)
Cash and cash equivalents	$	897
Accounts receivable, net		12,543
Prepaid and other assets		2,346
Property, equipment and software, net		5,543
Trade name		79
Customer relationships		1,989
Purchased technology		796
Goodwill		5,092
Total assets acquired		29,285
Accounts payable, accrued liabilities, and other liabilities		(16,610	)
Deferred revenue		(4,627	)
Total liabilities assumed		(21,237	)
Net assets acquired	$	8,048

During the nine months ended September 30, 2018, the Company made certain measurement period adjustments to the initial purchase price allocation resulting in a decrease in accounts receivable, net of $0.2 million and an increase in accounts payable and accrued liabilities of $1.3 million and an increase in goodwill of $1.5 million.

Goodwill is not deductible for tax purposes. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is attributable primarily to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP.

Purchase of CEDROM

On December 19, 2017, the Company acquired all of the outstanding shares of CEDROM, a Montréal-based provider of digital media monitoring solutions, for CAD 33.1 million (approximately $25.9 million) paid in cash at closing, subject to a working capital adjustment. The Company acquired CEDROM to enhance access to media content from print, radio, television, web, and social media to help customers understand and quantify the impact of their communications in Canada and France.

The acquisition was accounted for under the purchase method of accounting. The operating results have been included in the accompanying condensed consolidated financial statements beginning December 19, 2017.

The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date.

The following table summarizes the preliminary allocation of the purchase price by the Company to the fair value of the assets and liabilities of CEDROM. The amounts related to taxes and intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over five to twelve years on an accelerated basis. The Company expects to complete the purchase price allocation on or before December 31, 2018.

(in thousands)
Cash and cash equivalents	$	2,394
Accounts receivable, net		2,955
Prepaid and other assets		1,749
Property, equipment and software, net		1,256
Trade name		1,061
Customer relationships		3,517
Purchased technology		7,765
Goodwill		16,642
Total assets acquired		37,339
Accounts payable, accrued liabilities, and other liabilities		(4,288	)
Deferred revenue		(3,709	)
Deferred taxes		(3,412	)
Total liabilities assumed		(11,409	)
Net assets acquired	$	25,930

Goodwill is not deductible for tax purposes. The preliminary purchase price is subject to customary post-closing adjustments. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is primarily attributable to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP.

Purchase of Prime

On January 23, 2018, the Company completed its acquisition of PRIME Research (“Prime”). The purchase price was approximately €75.7 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock valued at €16.4 million ($20.1 million), and up to €6.2 million ($8.6 million) of deferred payments due within 18 months. The Company has the discretion to pay up to €2.5 million ($3.1 million) of the deferred payments with common stock. The acquisition of Prime will expand the Company’s comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts.  At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States.

Total acquisition costs related to the Prime acquisition were $5.4 million of which $2.3 million were incurred during the nine months ended September 30, 2018 and were included in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The acquisition was accounted for under the purchase method of accounting. The operating results are included in the accompanying condensed consolidated financial statements from January 23, 2018.

The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on fair values as of the acquisition date.

The following table summarizes the preliminary allocation of the purchase price by the Company to the fair value of the assets and liabilities of Prime. The amounts related to taxes and intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over three to eleven years on an accelerated basis. The Company expects to complete the purchase price allocation on or before December 31, 2018.

(in thousands)
Cash and cash equivalents	$	2,711
Accounts receivable, net		8,186
Prepaid and other assets		1,320
Property, equipment and software, net		1,207
Trade name		1,436
Customer relationships		17,903
Purchased technology		9,881
Goodwill		57,465
Total assets acquired		100,109
Accounts payable, accrued liabilities, and other liabilities		(5,627	)
Deferred revenue		(426	)
Total liabilities assumed		(6,053	)
Net assets acquired	$	94,056

Approximately $38.8 million of goodwill is deductible for tax purposes pending any purchase price adjustments. The preliminary purchase price is subject to customary post-closing adjustments. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill which is primarily attributable to synergies expected from the expanded technology and service capabilities from the integrated business as well as the value of the assembled workforce in accordance with GAAP.

Other 2018 Acquisition

During the third quarter of 2018, the Company purchased certain immaterial technology and development assets to expand its products and services offerings, and the results of this acquisition have been included in the consolidated results from the acquisition date. The estimate of fair value for the assets acquired and liabilities assumed was based upon a preliminary calculation and valuation and is subject to change as additional information related to estimates during the measurement period is obtained (up to one year from the acquisition date). The primary areas of those preliminary estimates relate to certain identifiable intangible assets and goodwill.    

The acquired entities of Bulletin Intelligence, Argus, CEDROM, and Prime together contributed revenue of $32.0 million and $16.6 million for the three months ended September 30, 2018 and 2017, respectively, and $98.2 million and $25.5 million for the nine months ended September 30, 2018 and 2017, respectively. Net income or loss from these acquisitions for the same period is impracticable to determine due to the extent of integration activities.

Supplemental Unaudited Pro Forma Information

The unaudited pro forma information below gives effect to the acquisitions of Bulletin Intelligence, Argus, and CEDROM as if they had occurred as of January 1, 2016 and Prime and the other 2018 acquisition as if they had occurred as of January 1, 2017. The pro forma results exclude the other acquisition in 2018 discussed above, as it was deemed not material. The pro forma results presented below show the impact of the acquisitions and related costs as well as the increase in interest expense related to acquisition-related debt.

	Three months ended September 30,						Nine months ended September 30,
(in thousands, except per share data)	2018			2017			2018			2017
Revenue	$	177,527		$	176,252		$	547,633		$	531,605
Net loss		(5,632	)		(45,654	)		(10,294	)		(91,272	)
Net loss per share - basic and diluted		(0.04	)		(0.38	)		(0.08	)		(1.52	)

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Goodwill and Intangibles

9 Months Ended

Sep. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangibles

4. Goodwill and Intangibles

Changes in the carrying amounts of goodwill since December 31, 2017 consisted of the following:

(in thousands)
Balance as of December 31, 2017	$	1,136,403
Adjustments of Bulletin Intelligence		(1,950	)
Adjustments of Argus		1,477
Acquisition of Prime Research		57,465
Other goodwill (1)		1,346
Effects of foreign currency		(15,144	)
Balance as of September 30, 2018	$	1,179,597

(1)       Not significant to the Company’s reported operating results or financial position.

Definite-lived intangible assets consisted of the following at September 30, 2018 and December 31, 2017:

	September 30, 2018
(in thousands)	Gross Carrying Amount		Foreign Currency Translation			Accumulated Amortization			Net Carrying Amount
Trade names and brand	$	372,010	$	(5,172	)	$	(106,300	)	$	260,538
Customer relationships		321,862		(16,476	)		(194,980	)		110,406
Purchased technology		145,951		(6,620	)		(103,760	)		35,571
Balances at September 30, 2018	$	839,823	$	(28,268	)	$	(405,040	)	$	406,515

	December 31, 2017
(in thousands)	Gross Carrying Amount		Foreign Currency Translation			Accumulated Amortization			Net Carrying Amount
Trade names and brand	$	370,435	$	(1,519	)	$	(75,273	)	$	293,643
Customer relationships		302,009		(12,472	)		(168,460	)		121,077
Purchased technology		133,830		(5,276	)		(86,983	)		41,571
Balances at December 31, 2017	$	806,274	$	(19,267	)	$	(330,716	)	$	456,291

Weighted-average useful life at September 30, 2018	Years
Trade names and brand		12.0
Customer relationships		6.6
Purchased technology		3.5

Future expected amortization of intangible assets at September 30, 2018 is as follows:

(in thousands)
Remainder of 2018	$	26,320
2019		86,067
2020		63,196
2021		51,704
2022		38,536
Thereafter		140,692
	$	406,515

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Debt

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Debt

5. Debt

Debt consisted of the following at September 30, 2018 and December 31, 2017:

	September 30, 2018
(in thousands)	Short-Term		Long-Term			Total
2017 First Lien Credit Facility	$	13,251	$	1,248,591		$	1,261,842
Unamortized debt discount and issuance costs		—		(42,278	)		(42,278	)
Balances at September 30, 2018	$	13,251	$	1,206,313		$	1,219,564

	December 31, 2017
(in thousands)	Short-Term		Long-Term			Total
2017 First Lien Credit Facility	$	13,349	$	1,318,262		$	1,331,611
Unamortized debt discount and issuance costs		—		(52,141	)		(52,141	)
Balances at December 31, 2017	$	13,349	$	1,266,121		$	1,279,470

2017 First Lien Credit Facility

On August 4, 2017, the Company entered into a refinancing amendment and incremental facility amendment (the “2017 First Lien Credit Facility”) to the 2016 First Lien Credit Facility, with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders. The 2017 First Lien Credit Facility provided for a tranche of refinancing term loans which refinanced the term loans under the 2016 First Lien Credit Facility in full and provided for additional term loans of $131.2 million. Upon effectiveness of the 2017 First Lien Credit Facility, the 2017 First Lien Credit Facility consists of:

(i) a revolving credit facility, which permits borrowings and letters of credit of up to $75.0 million (the “2017 Revolving Credit Facility”), of which up to $25.0 million may be used or issued as standby and trade letters of credit;

(ii) a $960.0 million Dollar-denominated term credit facility (the “2017 First Lien Dollar Term Credit Facility”); and

(iii) a €250.0 million Euro-denominated term credit facility (the “2017 First Lien Euro Term Credit Facility”) and, together with the 2017 First Lien Dollar Term Credit Facility, the “2017 First Lien Term Credit Facility” and collectively with the 2017 Revolving Credit Facility, the “2017 First Lien Credit Facility”).

The Company used the proceeds from the 2017 First Lien Term Credit Facility to repay all amounts then outstanding under the 2016 First Lien Credit Facility, all amounts outstanding under the 2016 Second Lien Credit Facility, pay all related fees and expenses, and retained remaining cash for general corporate purposes. The Company terminated the 2016 Second Lien Credit Facility in connection with establishing the 2017 First Lien Credit Facility.

On December 14, 2017, the Company amended the 2017 First Lien Credit Facility to borrow an additional $75.0 million of 2017 First Lien Dollar Term Credit Facility. The Company used the money for its acquisition of Prime Research Group.

On February 8, 2018, the Company completed its debt repricing transaction on its 2017 First Lien Credit Facility. The margins on the term loans under the 2017 First Lien Credit Facility were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 1.00%, 1.00% and 0.75%, respectively. The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 0.75%, 0.75% and 0.50%, respectively. The Company incurred approximately $2.0 million in financing costs in connection with the February 2018 repricing of the 2017 First Lien Credit Facility of which $0.1 million are being amortized using the effective interest method. As a result of this transaction, the Company recorded a loss on extinguishment of $2.4 million.

The obligations under the 2017 First Lien Credit Facility are collateralized by substantially all of the assets of Cision’s subsidiary, Canyon Companies S.à.r.l. and each of its subsidiaries organized in the United States (or any state thereof), the United Kingdom, the Netherlands, Luxembourg, and Ireland, subject to certain exceptions.

Interest is charged on U.S. dollar borrowings under the 2017 First Lien Credit Facility, at the Company’s option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branch’s prime lending rate, (ii) the overnight federal funds rate plus 50 basis points or (iii) the one-month adjusted LIBOR plus 1%), in each case, plus an applicable margin.

The margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the alternate base rate is 3.25%; the margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. Interest is charged on Euro borrowings under the 2017 First Lien Credit Facility at a rate based on the adjusted EURIBOR (a rate equal to the Euro interbank offered rate adjusted for statutory reserves), plus an applicable margin. The margin applicable to loans under the 2017 First Lien Euro Term Credit Facility bearing interest at the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. As of September 30, 2018, the applicable interest rate under the 2017 First Lien Dollar Term Credit Facility and the 2017 First Lien Euro Term Credit Facility was 5.64% and 3.50%, respectively.

The margin applicable to loans under the 2017 Revolving Credit Facility bearing interest at the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 3.00%, 4.00%, and 4.00% respectively; provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. The maturity dates of the 2017 Revolving Credit Facility and the 2017 First Lien Term Credit Facility are June 16, 2022 and June 16, 2023, respectively.

As of September 30, 2018, the Company had no outstanding borrowings and $1.5 million of outstanding letters of credit under the 2017 Revolving Credit Facility and $1,261.8 million outstanding under the 2017 First Lien Credit Facility.

The Company began to make quarterly principal payments starting December 31, 2017 under each of the 2017 First Lien Dollar Term Credit Facility of $2.6 million and the 2017 First Lien Euro Term Credit Facility of €0.6 million (which amount may be reduced by the application of voluntary and mandatory prepayments pursuant to the terms of the 2017 First Lien Credit Facility), with the remaining balance due June 16, 2023. During the nine months ended September 30, 2018, the Company made $50.0 million in voluntary prepayments and as a result wrote down $1.9 million of deferred financing and debt issuance costs.

The Company may also be required to make certain mandatory prepayments of the 2017 First Lien Credit Facility out of excess cash flow and upon the receipt of proceeds of asset sales and certain insurance proceeds (in each case, subject to certain minimum dollar thresholds and rights to reinvest the proceeds as set forth in the 2017 First Lien Credit Facility).

The 2017 First Lien Credit Facility includes a total net leverage financial maintenance covenant. Such covenant requires that, as of the last day of each fiscal quarter, the total net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility cannot exceed the applicable ratio set forth in the 2017 First Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the 2017 First Lien Credit Facility). The 2017 First Lien Credit Facility is also subject to certain customary affirmative covenants and negative covenants. Under the 2017 First Lien Credit Facility, the Company’s subsidiaries have restrictions on making cash dividends, subject to certain exceptions, including that the subsidiaries are permitted to declare and pay cash dividends: (a) in any amount, so long as the total net leverage ratio under the 2017 First Lien Credit Facility would not exceed 3.75 to 1.00 after making such payment; (b) in an amount per annum not greater than 6.0% of (i) the market capitalization of the Company’s common stock (based on the average closing price of its shares during the 30 trading days preceding the declaration of such payment) plus (ii) the $305.2 million in proceeds we received in the business combination with Capitol; (c) in an amount that does not exceed the sum of (i) $20.0 million, plus (ii) 50% of consolidated net income of the Company’s subsidiaries from January 1, 2016 to the end of the most recent quarter plus (iii) certain other amounts set forth in the definition of “Available Amount” in the Company’s 2017 First Lien Credit Facility (provided that it may only include the amounts of consolidated net income described in clause (ii) if the Company’s total net leverage ratio would not exceed 5.00 to 1.00 after making such payment); and (d) in an amount that does not exceed the total net proceeds we receive from any public or private offerings of its common stock or similar equity interests. As of September 30, 2018, the Company was in compliance with these covenants.

The 2017 First Lien Credit Facility provides that an event of default will occur upon specified change of control events. “Change in Control” is defined to include, among other things, the failure by Cision Owner, its affiliates and certain other “Permitted Holders” to beneficially own, directly or indirectly through one or more holding company parents of Cision, a majority of the voting equity of the borrower thereunder.

The fair value of the Company’s First Lien Credit Facility at September 30, 2018 and December 31, 2017 was $1,268.5 million and $1,347.3 million, respectively. The fair value of the Company’s First and Second Lien debt was considered Level 2 in the fair value hierarchy.

Future Minimum Principal Payments

Future minimum principal payments of debt as of September 30, 2018 are as follows:

(in thousands)
Remainder of 2018	$	3,313
2019		13,251
2020		13,251
2021		13,251
2022		13,251
Thereafter		1,205,525
	$	1,261,842

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Stockholders' Equity and Equity-Based Compensation

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Stockholders' Equity and Equity-Based Compensation

6. Stockholders’ Equity and Equity-Based Compensation

Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2018 and December 31, 2017, there are no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 480,000,000 shares of common stock with a par value of $0.0001 per share.

Prior to the Merger, Cision Owner issued equity units to employees for compensation purposes pursuant to the terms of its limited partnership agreement. Stock-based compensation was recorded based on the grant date fair values of these awards and will continue to be recorded until full vesting of these units has occurred. As a result of the consummation of the Merger, these outstanding units, held by Cision Owner, were converted into common stock of Cision. Any forfeitures of unvested units will be redistributed to existing unit holders and not returned to the Company. Equity awards to employees subsequent to the Merger will be made pursuant to the Company’s 2017 Omnibus Incentive Plan described below.

Equity-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2018		2017		2018		2017
Cost of revenue	$	151	$	84	$	376	$	225
Selling and marketing		192		65		416		175
Research and development		171		70		392		249
General and administrative		989		799		2,529		2,295
Total equity-based compensation expense	$	1,503	$	1,018	$	3,713	$	2,944

The 2017 Omnibus Incentive Plan

In June 2017, the Company adopted the 2017 Omnibus Incentive Plan (the “2017 Plan”). The 2017 Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2017 Plan.

The 2017 Plan reserved up to 6,100,000 shares of common stock of the Company for issuance in accordance with the plan’s terms, subject to certain adjustments. The purpose of the plan is to provide the Company’s officers, directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to the Company’s growth and profitability, with an incentive to assist the Company in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in the Company. Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four years based upon continuous service and expire ten years from the grant date. Restricted stock units are granted with an exercise price equal to the market value of the Company’s common stock at the time of grant. Conditions of the performance-based restricted stock units are based on achievement of pre-established performance goals and objectives within the next year and vest over four years based on continuing employment. Conditions of the performance-based stock options are also based on achievement of pre-established performance goals and objectives within the next year, vest over four years based on continuing employment, and have an expiration of ten years.

The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of stock options granted under the 2017 Plan were estimated using the following assumptions:

	Nine Months Ended  September 30, 2018
Stock price volatility		38 - 50	%
Expected term (years)		6.3
Risk-free interest rate		2.01 - 2.89	%
Dividend yield		0	%

A summary of employee stock option activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below:

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Contractual Term (Years)		Aggregate Intrinsic Value (thousands)
Options outstanding as of December 31, 2017		691,500		$	12.78		9.7
Granted		2,130,000			15.05		—
Exercised		—			—		—
Forfeited		(139,500	)		12.78		—
Options outstanding as of September 30, 2018		2,682,000		$	14.58		9.6	$	5,946

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the quoted closing price of the Company’s common stock as of September 28, 2018.

A summary of restricted stock units activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below:

	Number of Shares Underlying Stock Awards			Weighted- Average Grant Date Fair Value
Restricted stock units outstanding as of December 31, 2017		34,945		$	12.40
Granted		466,220			—
Vested		(375	)		—
Forfeited		(21,500	)		—
Restricted stock units outstanding as of September 30, 2018		479,290		$	15.20

As of September 30, 2018, the Company had $16.2 million of unrecognized compensation expense related to the unvested portion of outstanding stock options and restricted stock units expected to be recognized on a straight-line basis over the weighted-average remaining service period.

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Net Loss Per share

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Net Loss Per share

7. Net Loss Per share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period as retroactively adjusted for the Merger (Note 1). For the three and nine months ended September 30, 2017, the Company has excluded the potential effect of warrants to purchase shares of common stock totaling 281,019 shares, additional earn out shares, as described in Note 1, and the dilutive effect of stock options and restricted stock awards, as described in Note 6, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. During the nine months ended September 30, 2018, all warrants were converted to 6,342,989 common shares. For the three and nine months ended September 30, 2018, the Company has excluded the potential effect of the warrants prior to their conversion, additional earn out shares, as described in Note 1, and the dilutive effect of stock options and restricted stock awards, as described in Note 6, in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses incurred. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented below.

	Three months ended September 30,
(in thousands, except share and per share data)	2018			2017
Numerator:
Net loss	$	(6,048	)	$	(46,409	)
Denominator:
Weighted-average shares outstanding - basic and diluted		131,104,859			120,584,316
Net loss per share - basic and diluted	$	(0.05	)	$	(0.38	)

	Nine months ended September 30,
(in thousands, except share and per share data)	2018			2017
Numerator:
Net loss	$	(12,924	)	$	(88,550	)
Denominator:
Weighted-average shares outstanding - basic and diluted		127,507,314			60,120,689
Net loss per share - basic and diluted	$	(0.10	)	$	(1.47	)

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Income Taxes

9 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

8. Income Taxes

The provision for income taxes is based on the current estimate of the annual effective tax rate adjusted to reflect the tax impact of items discrete to the fiscal period. The annual effective tax rate calculation excludes subsidiaries with pre-tax losses for which no tax benefit can be recognized. The Company’s estimates its annual effective tax rate to be approximately 81.27% in 2018. The difference between the annual effective tax rate and the effective tax rate in the quarter is due to subsidiaries with pre-tax losses for which no tax benefit can be recognized and subsidiaries with pre-tax losses in jurisdictions with a zero percent tax rate that have been removed from pre-tax book income before the annual effective tax rate is applied. The amount of pre-tax book loss removed is approximately $15.6 million. The difference also includes the impact of a $0.1 million expense from enacted state law changes and a $0.5 million benefit from an adjustment to the SAB 118 provisional amount that were both discrete to the fiscal period. This rate includes the impact of permanent differences and an increase in the valuation allowance for certain disallowed interest in the United States and United Kingdom. The United States permanent differences are primarily related to nondeductible transaction costs, nondeductible equity compensation and income from Canadian subsidiaries that is taxable in the United States as a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The United Kingdom permanent differences are primarily related to nondeductible interest expense. The increase in the valuation allowance in both countries is related to tax deferred interest expense that is not more likely than not realizable.

The effective tax rate for the nine months ended September 30, 2017 was a benefit of 24.0%. The benefit from income taxes for the nine months ended September 30, 2017 resulted from a pre-tax loss and reversal of deferred tax liabilities relating to intangibles.

SAB 118 addresses situations where the accounting is incomplete for certain income tax effects of the Tax Act upon issuance of a company’s financial statements for the reporting period which include the enactment date. SAB 118 allows for a provisional amount to be recorded if it is a reasonable estimate of the impact of the Tax Act. Additionally, SAB 118 allows for a measurement period to finalize the impacts of the Tax Act, not to extend beyond one year from the date of enactment.

Estimates were used in determining the amount of the Tax Act’s one-time transition tax on the Company’s Canadian subsidiaries’ accumulated, unremitted earnings, the balance of deferred tax assets and liabilities subject to the reduction in the U.S. federal tax rate, and the required change in valuation allowance required as a result of the new limitations on interest deductibility. Additional information (primarily prior year tax returns and underlying historical data to calculate the cumulative earnings and profits adjustments) is required to accurately complete the determination of the impact of the Tax Act on the aforementioned items.

In accordance with SAB 118, the Company recorded, as a provisional estimate, an $11.9 million non-cash tax expense in the period ended December 31, 2017. This amount is a reasonable estimate of the tax effects of the Tax Act on the financial statements. The Company will continue to analyze the effects of the Tax Act on the financial statements and record any additional impacts as they are identified during the measurement period provided for in SAB 118. The provisional amounts have been adjusted for a $0.5 million benefit related to state nonconformity to the disallowed interest provisions of the Tax Act. The final adjustment to the provisional estimate will be made during the fourth quarter once all state tax returns have been filed and in anticipation of the IRS issuing final tax regulations by the end of the year.

The Company’s estimates related to liabilities for uncertain tax positions require it to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If it determines it is more likely than not that a tax position will be sustained based on its technical merits, the Company records the impact of the position in its condensed consolidated financial statements at the largest amount that is greater than fifty percent likely of being realized upon ultimate settlement. The estimates are updated at each reporting date based on the facts, circumstances and information available. As of September 30, 2018, the Company believes the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next twelve months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to its condensed consolidated financial statements.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

The Company has various non-cancelable operating leases, primarily related to office real estate, that expire through 2035 and generally contain renewal options for up to five years. Lease incentives, payment escalations and rent holidays specified in the lease agreements are accrued or deferred as appropriate as a component of rent expense which is recognized on a straight-line basis over the terms of occupancy. As of September 30, 2018 and December 31, 2017, lease related liabilities of $12.4 million and $10.2 million, respectively, is included in other liabilities.

Rent expense was $4.9 million and $4.3 million for the three months ended September 30, 2018 and 2017, respectively, and $14.0 million and $10.9 million for the nine months ended September 30, 2018 and 2017, respectively.

Litigation and Claims

The Company from time to time is subject to lawsuits, investigations and claims arising out of the ordinary course of business, including those related to commercial transactions, contracts, government regulation, and employment matters. In the opinion of management, based on all known facts, all such matters are either without merit or are of such kind, or involve such amounts that would not have a material effect on the financial position or results of operations of the Company if disposed of unfavorably.

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Geographic Information

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Geographic Information

10. Geographic Information

The following table lists revenue for the three and nine months ended September 30, 2018 and 2017 by geographic region:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2018		2017		2018		2017
Revenue:
Americas - U.S.	$	107,219	$	100,125	$	323,639	$	306,167
Rest of Americas		15,364		12,563		47,604		38,040
EMEA		46,585		40,307		149,092		100,430
APAC		8,068		6,734		23,669		18,041
	$	177,236	$	159,729	$	544,004	$	462,678

The following table lists long-lived assets, net of amortization, as of September 30, 2018 and December 31, 2017 by geographic region:

(in thousands)	September 30, 2018		December 31, 2017
Long-lived assets, net
Americas – U.S.	$	1,116,477	$	1,141,210
Rest of Americas		134,850		145,837
EMEA		364,636		336,937
APAC		30,610		29,816
	$	1,646,573	$	1,653,800

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Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

11. Subsequent Events

On October 22, 2018, the Company completed its debt repricing transaction on its 2017 First Lien Credit Facility. The margins for the term loans under the Company’s 2017 First Lien Credit Facility were lowered for the alternate base rate, LIBOR rate and EURIBOR rate each by 0.50%. The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate each by 0.50%. 

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Basis of Presentation and Earnings per Share

Basis of Presentation and Earnings per Share

The Transactions were accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This determination was primarily based on Cision comprising the ongoing operations of the combined entity, Cision’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Cision having a majority of the voting power of the combined entity. Accordingly, the Transactions have been treated equivalent to Cision issuing stock for the net monetary assets of Capitol, accompanied by a recapitalization. The net assets of Capitol at the merger date have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions in these financial statements are those of Cision. As a result, these financial statements represent the continuation of Cision Ltd. and the historical shareholders’ equity and earnings per share calculations of Cision prior to the Transactions have been retrospectively adjusted for the equivalent number of shares received by Cision’s Owner, where applicable, pursuant to the Transactions. The accumulated deficit of Cision has been carried forward after the Transactions.

Prior to the completion of the Transactions, earnings per share was calculated using the two-class method. On June 29, 2017, all outstanding classes of equity of Cision were contributed in exchange for 82,075,873 common shares. Immediately after the Transactions, 120,512,402 common shares were outstanding. Subsequent to the Merger, earnings per share are calculated based on the weighted number of common shares then outstanding. As part of the Transactions, the historical number of outstanding common shares were adjusted to 28,369,644 common shares, in order to retroactively reflect the Merger exchange ratio. Historical earnings per share also gives effect to this adjustment through June 29, 2017, the date of the Merger.

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair statement have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed on March 13, 2018.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, software development costs, useful lives of property, equipment and internal use software, intangible assets and goodwill, contingent liabilities, and fair value of equity-based awards and income taxes. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates.

Fair Value Measurement

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value pursuant to a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1	Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2	Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3	Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company is an Emerging Growth Company and historically has adopted new accounting standards using the effective dates available for nonpublic entities. However, as of December 31, 2018, the Company will no longer be classified as an Emerging Growth Company and will be adopting new accounting standards in accordance with the effective dates set for public companies. All new accounting standards with public effective dates that have lapsed as of December 31, 2018, will be implemented by the Company during the fourth quarter of 2018 using the transition methods set forth by the FASB. The planned adoption dates outlined below have been updated to reflect the Company’s new required effective dates.

New Accounting Pronouncements Adopted

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company has elected to early adopt this guidance on a prospective basis beginning January 1, 2018. The Company has also elected to continue its historical accounting practice of estimating forfeitures in determining the amount of stock-based compensation expense to recognize, rather than accounting for forfeitures as they occur. The adoption of ASU 2016-09 did not have an impact on the Company’s consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. The amendments of ASU No. 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of this ASU would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The Company elected to early adopt ASU 2016-16 in the first quarter of fiscal 2018 and applied the guidance on a modified retrospective basis and recorded a cumulative-effect adjustment to retained earnings in the amount of $1.1 million.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350). The ASU eliminates Step 2 of the goodwill impairment test, which requires determining the fair value of assets acquired or liabilities assumed in a business combination. Under the amendments in this update, a goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company elected to early adopt ASU 2017-04 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. The Company adopted ASU 2017-09 in the first quarter of fiscal 2018 and it did not have an impact on its consolidated financial statements.

Recent Accounting Pronouncements Not Yet Effective

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 supersedes existing revenue recognition requirements in ASU Topic 605, Revenue Recognition, and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The accounting for the recognition of costs related to obtaining customer contracts under Topic 606 is significantly different than current guidance, and Topic 606 will likely result in sales commissions and certain other costs capitalized, which will then be amortized over an estimated customer life. The Company will adopt this ASU during the fourth quarter of 2018, effective for fiscal year 2018, using the modified retrospective transition method. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities. This change primarily affects the accounting for equity investments, financial liabilities under the fair value options and the presentation and disclosure requirements for financial instruments. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force), which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. This ASU is effective for the Company’s fourth quarter of 2018, with early adoption permitted. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The Company will adopt this ASU effective the fourth quarter of 2018. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which will allow a reclassification from accumulated other comprehensive income to retained earnings for the tax effects resulting from “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Act”) that are stranded in accumulated other comprehensive income. This ASU also requires certain disclosures about stranded tax effects; however, it does not change the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations. This ASU is effective on January 1, 2019, with early adoption permitted. It must be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosure requirements related to fair value measurements. The ASU eliminates the requirement to disclosure and amount and reasons for transfers between Level 1 and Level 2 fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. Entities will now be required to disclose the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits- Defined Benefit Plans – General (Subtopic 715-20), which modifies the disclosure requirements for defined benefit pensions and other postretirement plans. The ASU adds and removes disclosure requirements from the current standard in an effort to improve the effectiveness of retirement benefit disclosures. The ASU is effective for fiscal years ended after December 15, 2020, early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), which clarifies the accounting for costs of implementing a cloud computing service arrangement. The ASU requires companies to capitalize the implementation costs associated with cloud computing service arrangements, regardless as to whether the contract contains a license. The ASU is effective for annual periods in 2020, including interim periods. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements.

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Business Combinations and Dispositions (Tables)

9 Months Ended

Sep. 30, 2018

Supplemental Unaudited Pro Forma Information

The pro forma results presented below show the impact of the acquisitions and related costs as well as the increase in interest expense related to acquisition-related debt.

	Three months ended September 30,						Nine months ended September 30,
(in thousands, except per share data)	2018			2017			2018			2017
Revenue	$	177,527		$	176,252		$	547,633		$	531,605
Net loss		(5,632	)		(45,654	)		(10,294	)		(91,272	)
Net loss per share - basic and diluted		(0.04	)		(0.38	)		(0.08	)		(1.52	)

Bulletin Intelligence [Member]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price paid by the Company to the fair value of the assets and liabilities of Bulletin Intelligence acquired on March 27, 2017. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to ten years on an accelerated basis.  During the nine months ended September 30, 2018, the Company made a measurement period adjustment to the initial purchase price allocation resulting in a goodwill decrease of $2.0 million.  The Company completed the purchase price allocation during the three months ended March 31, 2018.

(in thousands)
Cash and cash equivalents	$	11,457
Accounts receivable, net		5,232
Prepaid and other assets		216
Property, equipment and software, net		704
Trade name		1,070
Customer relationships		28,870
Purchased technology		9,510
Goodwill		19,520
Total assets acquired		76,579
Accounts payable and accrued liabilities		(3,481	)
Deferred revenue		(1,271	)
Total liabilities assumed		(4,752	)
Net assets acquired	$	71,827

Argus [Member]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price by the Company to the fair value of the assets and liabilities of Argus acquired on June 22, 2017. The amounts related to intangible assets shown below are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over four to eight years on an accelerated basis. The Company completed the purchase price allocation as of June 30, 2018.

(in thousands)
Cash and cash equivalents	$	897
Accounts receivable, net		12,543
Prepaid and other assets		2,346
Property, equipment and software, net		5,543
Trade name		79
Customer relationships		1,989
Purchased technology		796
Goodwill		5,092
Total assets acquired		29,285
Accounts payable, accrued liabilities, and other liabilities		(16,610	)
Deferred revenue		(4,627	)
Total liabilities assumed		(21,237	)
Net assets acquired	$	8,048

CEDROM [Member]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The Company expects to complete the purchase price allocation on or before December 31, 2018.

(in thousands)
Cash and cash equivalents	$	2,394
Accounts receivable, net		2,955
Prepaid and other assets		1,749
Property, equipment and software, net		1,256
Trade name		1,061
Customer relationships		3,517
Purchased technology		7,765
Goodwill		16,642
Total assets acquired		37,339
Accounts payable, accrued liabilities, and other liabilities		(4,288	)
Deferred revenue		(3,709	)
Deferred taxes		(3,412	)
Total liabilities assumed		(11,409	)
Net assets acquired	$	25,930

Prime [Member]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary allocation of the purchase price by the Company to the fair value of the assets and liabilities of Prime. The amounts related to taxes and intangible assets shown below are preliminary and subject to adjustment as additional information is obtained about the facts and circumstances that existed at the date of acquisition. The identifiable intangible assets include the trade name, customer relationships and purchased technology and are being amortized over three to eleven years on an accelerated basis. The Company expects to complete the purchase price allocation on or before December 31, 2018.

(in thousands)
Cash and cash equivalents	$	2,711
Accounts receivable, net		8,186
Prepaid and other assets		1,320
Property, equipment and software, net		1,207
Trade name		1,436
Customer relationships		17,903
Purchased technology		9,881
Goodwill		57,465
Total assets acquired		100,109
Accounts payable, accrued liabilities, and other liabilities		(5,627	)
Deferred revenue		(426	)
Total liabilities assumed		(6,053	)
Net assets acquired	$	94,056

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Goodwill and Intangibles (Tables)

9 Months Ended

Sep. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the carrying amounts of goodwill since December 31, 2017 consisted of the following:

(in thousands)
Balance as of December 31, 2017	$	1,136,403
Adjustments of Bulletin Intelligence		(1,950	)
Adjustments of Argus		1,477
Acquisition of Prime Research		57,465
Other goodwill (1)		1,346
Effects of foreign currency		(15,144	)
Balance as of September 30, 2018	$	1,179,597

(1)       Not significant to the Company’s reported operating results or financial position.

Schedule of Finite-Lived Intangible Assets

Definite-lived intangible assets consisted of the following at September 30, 2018 and December 31, 2017:

	September 30, 2018
(in thousands)	Gross Carrying Amount		Foreign Currency Translation			Accumulated Amortization			Net Carrying Amount
Trade names and brand	$	372,010	$	(5,172	)	$	(106,300	)	$	260,538
Customer relationships		321,862		(16,476	)		(194,980	)		110,406
Purchased technology		145,951		(6,620	)		(103,760	)		35,571
Balances at September 30, 2018	$	839,823	$	(28,268	)	$	(405,040	)	$	406,515

	December 31, 2017
(in thousands)	Gross Carrying Amount		Foreign Currency Translation			Accumulated Amortization			Net Carrying Amount
Trade names and brand	$	370,435	$	(1,519	)	$	(75,273	)	$	293,643
Customer relationships		302,009		(12,472	)		(168,460	)		121,077
Purchased technology		133,830		(5,276	)		(86,983	)		41,571
Balances at December 31, 2017	$	806,274	$	(19,267	)	$	(330,716	)	$	456,291

Schedule Of Finite Lived Intangible Assets Useful Life

Weighted-average useful life at September 30, 2018	Years
Trade names and brand		12.0
Customer relationships		6.6
Purchased technology		3.5

Schedule of Future Expected Amortization of Intangible Assets

Future expected amortization of intangible assets at September 30, 2018 is as follows:

(in thousands)
Remainder of 2018	$	26,320
2019		86,067
2020		63,196
2021		51,704
2022		38,536
Thereafter		140,692
	$	406,515

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Debt (Tables)

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule of Debt

Debt consisted of the following at September 30, 2018 and December 31, 2017:

	September 30, 2018
(in thousands)	Short-Term		Long-Term			Total
2017 First Lien Credit Facility	$	13,251	$	1,248,591		$	1,261,842
Unamortized debt discount and issuance costs		—		(42,278	)		(42,278	)
Balances at September 30, 2018	$	13,251	$	1,206,313		$	1,219,564

	December 31, 2017
(in thousands)	Short-Term		Long-Term			Total
2017 First Lien Credit Facility	$	13,349	$	1,318,262		$	1,331,611
Unamortized debt discount and issuance costs		—		(52,141	)		(52,141	)
Balances at December 31, 2017	$	13,349	$	1,266,121		$	1,279,470

Schedule of Maturities of Long-term Debt

Future minimum principal payments of debt as of September 30, 2018 are as follows:

(in thousands)
Remainder of 2018	$	3,313
2019		13,251
2020		13,251
2021		13,251
2022		13,251
Thereafter		1,205,525
	$	1,261,842

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Stockholders' Equity and Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Schedule of equity based compensation by department

Equity-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss in a manner consistent with the statements of operations’ classification of an employee’s salary and benefits as follows:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2018		2017		2018		2017
Cost of revenue	$	151	$	84	$	376	$	225
Selling and marketing		192		65		416		175
Research and development		171		70		392		249
General and administrative		989		799		2,529		2,295
Total equity-based compensation expense	$	1,503	$	1,018	$	3,713	$	2,944

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of stock options granted under the 2017 Plan were estimated using the following assumptions:

	Nine Months Ended  September 30, 2018
Stock price volatility		38 - 50	%
Expected term (years)		6.3
Risk-free interest rate		2.01 - 2.89	%
Dividend yield		0	%

Share-based Compensation, Stock Options, Activity

A summary of employee stock option activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below:

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Contractual Term (Years)		Aggregate Intrinsic Value (thousands)
Options outstanding as of December 31, 2017		691,500		$	12.78		9.7
Granted		2,130,000			15.05		—
Exercised		—			—		—
Forfeited		(139,500	)		12.78		—
Options outstanding as of September 30, 2018		2,682,000		$	14.58		9.6	$	5,946

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

A summary of restricted stock units activity for the nine months ended September 30, 2018 under the Company’s 2017 Plan is presented below:

	Number of Shares Underlying Stock Awards			Weighted- Average Grant Date Fair Value
Restricted stock units outstanding as of December 31, 2017		34,945		$	12.40
Granted		466,220			—
Vested		(375	)		—
Forfeited		(21,500	)		—
Restricted stock units outstanding as of September 30, 2018		479,290		$	15.20

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Net Loss Per share (Tables)

9 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Schedule of basic and diluted loss per common share

As a result, diluted loss per common share is the same as basic loss per common share for all periods presented below.

	Three months ended September 30,
(in thousands, except share and per share data)	2018			2017
Numerator:
Net loss	$	(6,048	)	$	(46,409	)
Denominator:
Weighted-average shares outstanding - basic and diluted		131,104,859			120,584,316
Net loss per share - basic and diluted	$	(0.05	)	$	(0.38	)

	Nine months ended September 30,
(in thousands, except share and per share data)	2018			2017
Numerator:
Net loss	$	(12,924	)	$	(88,550	)
Denominator:
Weighted-average shares outstanding - basic and diluted		127,507,314			60,120,689
Net loss per share - basic and diluted	$	(0.10	)	$	(1.47	)

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Geographic Information (Tables)

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Revenue from External Customers by Geographic Areas

The following table lists revenue for the three and nine months ended September 30, 2018 and 2017 by geographic region:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2018		2017		2018		2017
Revenue:
Americas - U.S.	$	107,219	$	100,125	$	323,639	$	306,167
Rest of Americas		15,364		12,563		47,604		38,040
EMEA		46,585		40,307		149,092		100,430
APAC		8,068		6,734		23,669		18,041
	$	177,236	$	159,729	$	544,004	$	462,678

Long-lived Assets by Geographic Areas

The following table lists long-lived assets, net of amortization, as of September 30, 2018 and December 31, 2017 by geographic region:

(in thousands)	September 30, 2018		December 31, 2017
Long-lived assets, net
Americas – U.S.	$	1,116,477	$	1,141,210
Rest of Americas		134,850		145,837
EMEA		364,636		336,937
APAC		30,610		29,816
	$	1,646,573	$	1,653,800

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Organization (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 29, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Conversion of Stock, Shares Converted	82,075,873
Repayments of Lines of Credit		$ 0	$ 38,475
Common Stock, Shares, Issued		132,713,555		132,713,555	122,634,922
Class of Warrant or Right, Outstanding	24,375,596
Number of Shares Conversion Converted Warrant Exchange		6,342,989
Capitol Acquisition III [Member]
Business Acquisition [Line Items]
Ownership Percentage Of Issued And Outstanding Shares	32.00%
Capitol Trust Account [Member]
Business Acquisition [Line Items]
Assets Held-in-trust	$ 326,300
Payments for Merger Related Costs	16,200
Proceeds from Sale of Restricted Investments	$ 305,200
Parent [Member]
Business Acquisition [Line Items]
Class of Warrant or Right, Outstanding	1,969,841
Ownership Percentage Of Issued And Outstanding Shares	68.00%
Contribution of Convertible Preferred Equity Certificates in connection with Transactions	$ 450,500
Stock Issued During Period, Shares, New Issues				4,000,000
Ownership Percentage Of Issued And Outstanding Shares Description		less than 50% of the issued and outstanding common stock
Common Stock [Member]
Business Acquisition [Line Items]
Common Stock, Shares, Issued	120,512,402
2016 Second Lien Credit Facility [Member]
Business Acquisition [Line Items]
Repayments of Lines of Credit	$ 294,000
Line of Credit Facility, Commitment Fee Percentage	1.00%
Capitol Common Stock [Member]
Business Acquisition [Line Items]
Conversion of Stock, Shares Converted	490,078
Conversion of Stock, Amount Converted	$ 4,900
Capitol Common Stock [Member] | Capitol Trust Account [Member]
Business Acquisition [Line Items]
Common Stock Conversion Price	$ 10.04

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Significant Accounting Policies (Details Textual) - USD ($) $ in Millions	3 Months Ended
	Jun. 29, 2017	Sep. 30, 2018	Dec. 31, 2017
Common Stock, Shares, Outstanding		132,713,555	122,634,922
Conversion of Stock, Shares Converted	82,075,873
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets		$ 1.1
Class B-1, Class C-1 and Class V [Member]
Common Stock, Shares, Outstanding	120,512,402	28,369,644

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Business Combinations and Dispositions (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Jan. 23, 2018	Dec. 31, 2017	Dec. 19, 2017	Jun. 22, 2017	Mar. 27, 2017
Goodwill	$ 1,179,597		$ 1,136,403
Bulletin Intelligence [Member]
Cash and cash equivalents						$ 11,457
Accounts receivable, net						5,232
Prepaid and other assets						216
Property, equipment and software, net						704
Goodwill						19,520
Total assets acquired						76,579
Accounts payable and accrued liabilities						(3,481)
Deferred revenue						(1,271)
Total liabilities assumed						(4,752)
Net assets acquired						71,827
Bulletin Intelligence [Member] | Trade name [Member]
Finite-Lived Intangible Assets						1,070
Bulletin Intelligence [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets						28,870
Bulletin Intelligence [Member] | Purchased Technology [Member]
Finite-Lived Intangible Assets						$ 9,510
Argus [Member]
Cash and cash equivalents					$ 897
Accounts receivable, net					12,543
Prepaid and other assets					2,346
Property, equipment and software, net					5,543
Goodwill					5,092
Total assets acquired					29,285
Accounts payable and accrued liabilities					(16,610)
Deferred revenue					(4,627)
Total liabilities assumed					(21,237)
Net assets acquired					8,048
Argus [Member] | Trade name [Member]
Finite-Lived Intangible Assets					79
Argus [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets					1,989
Argus [Member] | Purchased Technology [Member]
Finite-Lived Intangible Assets					$ 796
CEDROM [Member]
Cash and cash equivalents				$ 2,394
Accounts receivable, net				2,955
Prepaid and other assets				1,749
Property, equipment and software, net				1,256
Goodwill				16,642
Total assets acquired				37,339
Accounts payable and accrued liabilities				(4,288)
Deferred revenue				(3,709)
Deferred taxes				(3,412)
Total liabilities assumed				(11,409)
Net assets acquired				25,930
CEDROM [Member] | Trade name [Member]
Finite-Lived Intangible Assets				1,061
CEDROM [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets				3,517
CEDROM [Member] | Purchased Technology [Member]
Finite-Lived Intangible Assets				$ 7,765
Prime [Member]
Cash and cash equivalents		$ 2,711
Accounts receivable, net		8,186
Prepaid and other assets		1,320
Property, equipment and software, net		1,207
Goodwill		57,465
Total assets acquired		100,109
Accounts payable and accrued liabilities		(5,627)
Deferred revenue		(426)
Total liabilities assumed		(6,053)
Net assets acquired		94,056
Prime [Member] | Trade name [Member]
Finite-Lived Intangible Assets		1,436
Prime [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets		17,903
Prime [Member] | Purchased Technology [Member]
Finite-Lived Intangible Assets		$ 9,881

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Business Combinations and Dispositions (Details 1) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 177,527	$ 176,252	$ 547,633	$ 531,605
Net loss	$ (5,632)	$ (45,654)	$ (10,294)	$ (91,272)
Net loss per share - basic and diluted	$ (0.04)	$ (0.38)	$ (0.08)	$ (1.52)

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Business Combinations and Dispositions (Details Textual) $ in Thousands, € in Millions, $ in Millions		1 Months Ended							3 Months Ended			9 Months Ended
	Mar. 10, 2017 USD ($)	Jan. 23, 2018 USD ($)	Jan. 23, 2018 EUR (€)	Dec. 19, 2017 USD ($)	Dec. 19, 2017 CAD ($)	Jun. 22, 2017 USD ($)	Jun. 22, 2017 EUR (€)	Mar. 27, 2017 USD ($) shares	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Jun. 22, 2017 EUR (€)
Proceeds from Divestiture of Businesses												$ 0	$ 23,675
Gain (Loss) on Disposition of Business												0	1,785
Increase (Decrease) in Accounts Receivable												(967)	(7,018)
Vintage Corporate Filings Business [Member]
Disposal Group, Including Discontinued Operation, Consideration	$ 26,600
Proceeds from Divestiture of Businesses	23,700
Gain (Loss) on Disposition of Business	$ 1,800
Bulletin Intelligence [Member]
Business Combination, Acquisition Related Costs													1,000
Business Combination, Consideration Transferred								$ 71,800
Payments to Acquire Businesses, Gross								$ 60,500
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares								70,000
Business Combination, Contingent Consideration, Liability								$ 6,100
Interest Expense, Debt											$ 1,800
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned								$ 5,200
Equity Contribution										$ 7,000
Business Combination Contingent Consideration Earn out Paid									$ 2,900			2,900
Goodwill, Period Increase (Decrease)												2,000
Argus [Member]
Payments to Acquire Businesses, Gross						$ 6,800	€ 6.0
Business Combination, Contingent Consideration, Liability						$ 1,200								€ 1.1
Increase (Decrease) in Accounts Receivable												200
Increase (Decrease) in Accounts Payable and Accrued Liabilities												1,300
Goodwill, Period Increase (Decrease)												1,500
CEDROM [Member]
Payments to Acquire Businesses, Gross				$ 25,900	$ 33.1
Prime [Member]
Business Combination, Acquisition Related Costs									2,300			5,400
Business Combination, Consideration Transferred		$ 94,100	€ 75.7
Payments to Acquire Businesses, Gross		$ 65,400	€ 53.1
Business Combination Purchase Price Arrangements and Acquired, Description		The purchase price was approximately €75.7 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock valued at €16.4 million ($20.1 million), and up to €6.2 million ($8.6 million) of deferred payments due within 18 months. The Company has the discretion to pay up to €2.5 million ($3.1 million) of the deferred payments with common stock. The acquisition of Prime will expand the Company’s comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts. At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States.	The purchase price was approximately €75.7 million ($94.1 million) and consisted of approximately €53.1 million ($65.4 million) in cash consideration, the issuance of approximately 1.7 million shares of common stock valued at €16.4 million ($20.1 million), and up to €6.2 million ($8.6 million) of deferred payments due within 18 months. The Company has the discretion to pay up to €2.5 million ($3.1 million) of the deferred payments with common stock. The acquisition of Prime will expand the Company’s comprehensive data-driven offerings that help communications professionals identify influencers, craft meaningful campaigns, and attribute business value to those efforts. At the date of the acquisition, Prime had over 700 employees with offices in Brazil, China, Germany, India, Switzerland, the United Kingdom, and the United States.
Entity Number of Employees		700	700
Business Acquisition, Goodwill, Expected Tax Deductible Amount									38,800			38,800
Bulletin Intelligence, Argus, CEDROM and Prime [Member]
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual									$ 32,000	$ 16,600		$ 98,200	$ 25,500

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Goodwill and Intangibles (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
Beginning Balance	$ 1,136,403
Other goodwill	1,346	[1]
Effects of foreign currency	(15,144)
Ending Balance	1,179,597
Bulletin Intelligence [Member]
Measurement period adjustment of Bulletin Intelligence	(1,950)
Prime Research [Member]
Acquisition of Prime Research	57,465
Argus [Member]
Measurement period adjustment of Bulletin Intelligence	$ 1,477

[1] Not significant to the Company’s reported operating results or financial position.

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Goodwill and Intangibles (Details 1) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Gross Carrying Amount	$ 839,823	$ 806,274
Foreign Currency Translation	(28,268)	(19,267)
Accumulated Amortization	(405,040)	(330,716)
Net Carrying Amount	406,515	456,291
Trade names and brand [Member]
Gross Carrying Amount	372,010	370,435
Foreign Currency Translation	(5,172)	(1,519)
Accumulated Amortization	(106,300)	(75,273)
Net Carrying Amount	260,538	293,643
Customer relationships [Member]
Gross Carrying Amount	321,862	302,009
Foreign Currency Translation	(16,476)	(12,472)
Accumulated Amortization	(194,980)	(168,460)
Net Carrying Amount	110,406	121,077
Purchased technology [Member]
Gross Carrying Amount	145,951	133,830
Foreign Currency Translation	(6,620)	(5,276)
Accumulated Amortization	(103,760)	(86,983)
Net Carrying Amount	$ 35,571	$ 41,571

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Goodwill and Intangibles (Details 2)	9 Months Ended
	Sep. 30, 2018
Trade Names [Member]
Finite-Lived Intangible Asset, Useful Life	12 years
Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life	6 years 7 months 6 days
Purchased technology [Member]
Finite-Lived Intangible Asset, Useful Life	3 years 6 months

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Goodwill and Intangibles (Details 3) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Remainder of 2018	$ 26,320
2019	86,067
2020	63,196
2021	51,704
2022	38,536
Thereafter	140,692
Total	$ 406,515	$ 456,291

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Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Unamortized debt discount and issuance costs, Short Term	$ 0	$ 0
Balances, Short Term	13,251	13,349
Unamortized debt discount and issuance costs, Long Term	(42,278)	(52,141)
Balances, Long Term	1,206,313	1,266,121
Unamortized debt discount and issuance costs, Total	(42,278)	(52,141)
Balances, Total	1,219,564	1,279,470
2017 First Lien Credit Facility [Member]
Short Term	13,251	13,349
Long Term	1,248,591	1,318,262
Total	$ 1,261,842	$ 1,331,611

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Debt (Details 1) $ in Thousands	Sep. 30, 2018 USD ($)
Remainder of 2018	$ 3,313
2019	13,251
2020	13,251
2021	13,251
2022	13,251
Thereafter	1,205,525
Long-term Debt, Gross	$ 1,261,842

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Debt (Details Textual) $ in Thousands, € in Millions			1 Months Ended			3 Months Ended		9 Months Ended
	Dec. 14, 2017 USD ($)	Aug. 04, 2017 USD ($)	Feb. 08, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 EUR (€)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Aug. 04, 2017 EUR (€)
Deferred Financing Costs Paid			$ 2,000
Gain (Loss) on Extinguishment of Debt			2,400			$ 0	$ (51,872)	$ (2,432)	$ (51,872)
Line of Credit Facility, Increase (Decrease), Net			$ 100
Repayments of Lines of Credit								0	$ 38,475
2017 First Lien Credit Facility [Member]
Line of Credit				$ 1,331,611		1,261,842		1,261,842
Line Of Credit, Incremental Borrowings		$ 131,200
Line of Credit Facility, Interest Rate Description		U.S. dollar borrowings under the 2017 First Lien Credit Facility, at the Company's option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branch's prime lending rate, (ii) the overnight federal funds rate plus 50 basis points or (iii) the one-month adjusted LIBOR plus 1%), in each case, plus an applicable margin.	The margins on the term loans under the 2017 First Lien Credit Facility were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 1.00%, 1.00% and 0.75%, respectively.
Line of Credit Facility, Dividend Restrictions		in any amount, so long as the total net leverage ratio under the 2017 First Lien Credit Facility would not exceed 3.75 to 1.00 after making such payment; (b) in an amount per annum not greater than 6.0% of (i) the market capitalization of the Company's common stock (based on the average closing price of its shares during the 30 trading days preceding the declaration of such payment) plus (ii) the $305.2 million in proceeds we received in the business combination with Capitol; (c) in an amount that does not exceed the sum of (i) $20.0 million, plus (ii) 50% of consolidated net income of the Company's subsidiaries from January 1, 2016 to the end of the most recent quarter plus (iii) certain other amounts set forth in the definition of "Available Amount" in the Company's 2017 First Lien Credit Facility (provided that it may only include the amounts of consolidated net income described in clause (ii) if the Company's total net leverage ratio would not exceed 5.00 to 1.00 after making such payment); and (d) in an amount that does not exceed the total net proceeds we receive from any public or private offerings of its common stock or similar equity interests.
Repayments of Lines of Credit								50,000
2017 First Lien Credit Facility [Member] | Fair Value, Inputs, Level 2 [Member]
Lines of Credit, Fair Value Disclosure				1,347,300		1,268,500		1,268,500
2017 Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 75,000
Line of Credit Facility, Interest Rate Description		the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 3.00%, 4.00%, and 4.00% respectively; provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.a.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter.	The 2017 Revolver Credit Facility margins were lowered for the alternate base rate, LIBOR rate and EURIBOR rate by 0.75%, 0.75% and 0.50%, respectively.
Line of Credit Facility, Expiration Date		Jun. 16, 2022
2017 Revolving Credit Facility [Member] | 2017 Standby Letters of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 25,000
Line of Credit						$ 1,500		$ 1,500
2017 First Lien Dollar Term Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 960,000
Line of Credit Facility, Interest Rate Description		the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.a.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter.
Line of Credit Facility, Interest Rate at Period End						5.64%		5.64%
Debt Instrument, Periodic Payment				$ 2,600
Line of Credit Facility, Increase (Decrease), Net	$ 75,000
2017 First Lien Dollar Term Credit Facility [Member] | Base Rate [Member]
Debt Instrument, Basis Spread on Variable Rate		3.25%
2017 First Lien Euro Term Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity | €										€ 250.0
Line of Credit Facility, Interest Rate at Period End						3.50%		3.50%
Debt Instrument, Periodic Payment | €					€ 0.6
2017 First Lien Euro Term Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate		4.25%
2017 First Lien Term Credit Facility [Member]
Line of Credit Facility, Expiration Date		Jun. 16, 2023
Write off of Deferred Debt Issuance Cost								$ 1,900

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Stockholders' Equity and Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Share-based Compensation	$ 1,503	$ 1,018	$ 3,713	$ 2,944
Cost of revenue [Member]
Share-based Compensation	151	84	376	225
Selling and marketing [Member]
Share-based Compensation	192	65	416	175
Research and development [Member]
Share-based Compensation	171	70	392	249
General and administrative [Member]
Share-based Compensation	$ 989	$ 799	$ 2,529	$ 2,295

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Stockholders' Equity and Equity-Based Compensation (Details 1)	9 Months Ended
	Sep. 30, 2018
Expected term (years)	6 years 3 months 18 days
Dividend yield	0.00%
Minimum [Member]
Stock price volatility	38.00%
Risk-free interest rate	2.01%
Maximum [Member]
Stock price volatility	50.00%
Risk-free interest rate	2.89%

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Stockholders' Equity and Equity-Based Compensation (Details 2) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Number of Options outstanding, Beginning Balance	691,500
Number of Options Granted	2,130,000
Number of Options Exercised	0
Number of Options Forfeited	(139,500)
Number of Options outstanding, Ending Balance	2,682,000	691,500
Weighted-Average Exercise Price per Share Options outstanding, Beginning Balance	$ 12.78
Weighted-Average Exercise Price per Share Granted	15.05
Weighted-Average Exercise Price per Share Exercised	0
Weighted-Average Exercise Price per Share Forfeited	12.78
Weighted-Average Exercise Price per Share Options outstanding, Ending Balance	$ 14.58	$ 12.78
Weighted-Average Contractual Term Options outstanding	9 years 7 months 6 days	9 years 8 months 12 days
Aggregate Intrinsic Value Options outstanding, Ending Balance	$ 5,946

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Stockholders' Equity and Equity-Based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2018 $ / shares shares
Number of Shares Underlying Stock Awards Restricted stock units outstanding, Beginning Balance | shares	34,945
Number of Shares Underlying Stock Awards Granted | shares	466,220
Number of Shares Underlying Stock Awards Vested | shares	(375)
Number of Shares Underlying Stock Awards Forfeited | shares	(21,500)
Number of Shares Underlying Stock Awards Restricted stock units outstanding, Ending Balance | shares	479,290
Weighted-Average Grant Date Fair Value Restricted stock units outstanding, Beginning Balance | $ / shares	$ 12.40
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares	0
Weighted-Average Grant Date Fair Value Restricted stock units outstanding, Ending Balance | $ / shares	$ 15.20

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Stockholders' Equity and Equity-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	480,000,000	480,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 16.2
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	4 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	10 years
Performancebased Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	4 years
Performance based Restricted Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	4 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	10 years
Omnibus Incentive Plan 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	6,100,000

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Net Loss Per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Numerator:
Net loss	$ (6,048)	$ (46,409)	$ (12,924)	$ (88,550)
Denominator:
Weighted-average shares outstanding - basic and diluted	131,104,859	120,584,316	127,507,314	60,120,689
Net loss per share - basic and diluted	$ (0.05)	$ (0.38)	$ (0.10)	$ (1.47)

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Net Loss Per share (Details Textual) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Number of Shares Conversion Converted Warrant Exchange		6,342,989
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	281,019		281,019

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Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2018	Dec. 31, 2017
Noncash Income Tax Expense Benefit From Continuing Operations						$ 11,900
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent				24.00%
Income Tax Expense (Benefit)	$ 3,070	$ (13,653)	$ 10,016	$ (27,938)
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount			100
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount			500
SAB 118 Provisional [Member]
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount			$ 500
Scenario, Plan [Member]
Effective Income Tax Rate Reconciliation, Percent					81.27%

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Commitments and Contingencies (Details Textual) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Operating Lease [Line Items]
Operating Leases, Rent Expense	$ 4.9	$ 4.3	$ 14.0	$ 10.9
Other Liabilities [Member]
Operating Lease [Line Items]
Deferred Rent Credit	$ 12.4		$ 12.4		$ 10.2

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Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 177,236	$ 159,729	$ 544,004	$ 462,678
Americas - U.S. [Member]
Revenue	107,219	100,125	323,639	306,167
Rest of Americas[Member]
Revenue	15,364	12,563	47,604	38,040
EMEA [Member]
Revenue	46,585	40,307	149,092	100,430
APAC [Member]
Revenue	$ 8,068	$ 6,734	$ 23,669	$ 18,041

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Geographic Information (Details 1) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Long-lived assets, net	$ 1,646,573	$ 1,653,800
Americas - U.S. [Member]
Long-lived assets, net	1,116,477	1,141,210
Rest of Americas[Member]
Long-lived assets, net	134,850	145,837
EMEA [Member]
Long-lived assets, net	364,636	336,937
APAC [Member]
Long-lived assets, net	$ 30,610	$ 29,816

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Subsequent Events (Details Textual) - Subsequent Event [Member]	1 Months Ended
	Oct. 22, 2018
2017 First Lien Credit Facility [Member] | Base Rate [Member]
Debt Instrument, Interest Rate, Increase (Decrease)	0.50%
2017 First Lien Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Interest Rate, Increase (Decrease)	0.50%
2017 First Lien Credit Facility [Member] | EURIBOR rate [Member]
Debt Instrument, Interest Rate, Increase (Decrease)	0.50%
2017 Revolving Credit Facility [Member] | Base Rate [Member]
Debt Instrument, Interest Rate, Increase (Decrease)	0.50%
2017 Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Interest Rate, Increase (Decrease)	0.50%
2017 Revolving Credit Facility [Member] | EURIBOR rate [Member]
Debt Instrument, Interest Rate, Increase (Decrease)	0.50%