8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 8, 2008
GARTNER, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
DELAWARE
|
|
1-14443
|
|
04-3099750 |
|
|
|
|
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06902-7747
(Address of Principal Executive Offices, including Zip Code)
(203) 316-1111
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
ITEM 2.02. |
|
RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On May 8, 2008, Gartner, Inc. (the Company) announced financial results for the three months
ended March 31, 2008. A copy of the Companys press release is furnished as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 and in
Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to
the liability of that section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
On May 8, 2008, the Company announced that Alister Christopher has
submitted his resignation as senior vice president and leader of Gartners global Events business for personal reasons,
and that Alwyn Dawkins, presently Gartners head of sales for its Asia Pacific region and formerly head of sales for the
Events business, will succeed Christopher. The transition will occur on or about July 1, 2008.
|
|
|
ITEM 9.01 |
|
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
|
|
|
|
|
EXHIBIT NO. |
|
DESCRIPTION |
|
|
|
|
|
|
99.1 |
|
|
Press Release issued May 8, 2008 with respect to financial
results for Gartner, Inc. for the three months ended March 31, 2008. |
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 hereunto duly authorized.
|
|
|
|
|
|
Gartner, Inc.
|
|
Date: May 8, 2008 |
By: |
/s/ Christopher J. Lafond
|
|
|
|
Christopher J. Lafond |
|
|
|
Executive Vice President,
Chief Financial Officer |
|
|
EXHIBIT INDEX
|
|
|
|
|
EXHIBIT NO. |
|
DESCRIPTION |
|
|
|
|
|
|
99.1 |
|
|
Press Release issued May 8, 2008 with respect to financial
results for Gartner, Inc. for the three months ended March 31, 2008. |
EX-99.1
Exhibit 99.1
CONTACT:
Henry A. Diamond
Group Vice President
Investor Relations and Corporate Finance
+1 203 316 3399
henry.diamond@gartner.com
Gartner Reports Financial Results for First Quarter 2008
Contract Value Increased 17% to $778.4 Million
Total Revenue Increased 10% to $290.1 Million
GAAP EPS from Continuing Operations Increased 56% to $0.14
Company Repurchased $66.0 Million of Stock
STAMFORD, Conn., May 8, 2008 Gartner, Inc. (NYSE: IT), the leading provider of research and
analysis on the global information technology industry, today reported results for first quarter
2008 and reiterated its financial outlook for full year 2008. In addition, the Company announced a
change in the leadership of its Events business.
Contract value, a key leading indicator for Gartners Research segment, increased 17%
year-over-year to a record level of $778.4 million, reflecting the successful execution of the
Companys strategy to accelerate the growth of its Research business. Total revenue for first
quarter 2008 grew 10% year-over-year to $290.1 million, principally driven by strong, double-digit
growth in the Companys Research segment. Excluding the impact of foreign exchange, research
contract value and total revenue increased 13% and 5%, respectively.
For first quarter 2008, GAAP EPS from continuing operations increased 56% year-over-year to $0.14,
net income increased 163% year-over-year to $21.5 million and Normalized EBITDA increased 26%
year-over-year to $40.1 million. These results were driven by the Companys strong revenue growth
and operating leverage, coupled with the postponement of certain expenses and investments to later
in the year. GAAP EPS from continuing operations and Normalized EBITDA exclude the results of the
Companys former Vision Events business, which was sold in February 2008 and is now reported as a
discontinued operation, and the $7.3 million gain-on-sale resulting from the divestiture, which is
included in net income. See Non-GAAP Financial Measures for a discussion of Normalized EBITDA.
Gene Hall, Gartners chief executive officer, commented, Our strong start to 2008 was driven by
the continued successful execution of our strategy to penetrate the untapped market opportunity in
IT research. The robust demand for our services reflects the critical role we play in ensuring the
efficient operation of our clients IT programs, which remains an important priority in any
economic environment.
Business Segment Highlights
Research Revenue for first quarter 2008 increased 19% year-over-year to $189.5 million and gross
contribution margin improved 3 percentage points to 66%. At March 31, 2008, research contract
value was a record $778.4 million, up 17% year-over-year. Client and wallet retention rates for
first quarter 2008 were 82% and 100%.
-more-
Consulting Revenue for first quarter 2008 increased 2% year-over-year to $78.1 million and gross
contribution margin improved 3 percentage points to 40%. First quarter utilization increased 5
percentage points year-over-year to 72% and backlog increased 10% year-over-year to $116.8 million
at March 31, 2008. Billable headcount was 470 as of March 31, 2008, versus 516 last year,
reflecting the exiting of consulting operations in Asia Pacific during 2007.
Events Revenue for first quarter 2008 was $20.6 million, as compared to $26.9 million in first
quarter 2007, and gross contribution margin was 44%. As expected, year-over-year comparisons were
impacted by the timing and mix of events. The Company held 12 events with 5,256 attendees, as
compared to 12 events with 7,392 attendees in first quarter 2007. However, four large events that
were held in first quarter 2007 were shifted into second quarter 2008 and were replaced by three
newly launched events and one smaller event that was shifted from the second quarter into the first
quarter. As expected, this resulted in approximately $8 million of revenue shifting from the first
quarter into the second quarter.
Cash Flow and Balance Sheet Highlights
During first quarter 2008, Gartner generated cash provided by operating activities of $14.2
million, versus a use of ($0.2) million in first quarter 2007, and had capital expenditures of $7.5
million. The Company deployed its cash principally to repurchase 3.6 million shares of its common
stock at a cost of $66.0 million. As of March 31, 2008, the Company had total debt of $421.0
million and cash of $95.9 million.
Financial Outlook for 2008
Gartner reiterated its most recent financial outlook for 2008. For the full year, the Company is
continuing to target total revenue of $1.278 to $1.303 billion, an increase of 9% to 12% versus
2007. By segment, the Company is continuing to target Research revenue of $770 to $780 million, an
increase of 14% to 16% versus 2007, Consulting revenue of $335 to $345 million, an increase of 3%
to 6% versus 2007, Events revenue of $168 to $172 million, an increase of 5% to 7% versus 2007, and
other revenue of $5 to $6 million.
Based on the above revenue outlook, the Company is continuing to target Normalized EBITDA for the
full year 2008 of $209 to $219 million, an increase of 10% to 15% versus 2007, GAAP EPS from
continuing operations of $0.88 to $0.98, an increase of 33% to 48% versus 2007, cash flow from
operations of $155 to $170 million and capital expenditures of $25 to $27 million. Normalized
EBITDA excludes a projected $26 to $28 million of pre-tax expense related to SFAS 123R.
Gartners 2008 outlook excludes the results of its former Vision Events business, which was sold in
February 2008 and is now reported as a discontinued operation, and the $7.3 million gain-on-sale
resulting from the divestiture.
Alwyn Dawkins to Lead Events
Separately, Gartner announced that Alister Christopher has submitted his resignation as senior vice
president and leader of Gartners global Events business for personal reasons. Alwyn Dawkins,
presently Gartners head of sales for its Asia Pacific region and formerly head of sales for the
Events business, will succeed Christopher. The transition will occur on or about July 1, 2008.
Dawkins has a distinguished track record at Gartner and within the Events business. Prior to his
current role leading the highest performing sales region in the Company, Dawkins was a member of
Gartners Events leadership team, guiding the sales team during a period of consistent double-digit
growth.
Gene Hall, Gartners chief executive officer commented: Alister has been a valued member of the
Gartner community for 15 years and has led our Events business since 2003. The travel demands of
his job kept him away from his home in the UK for extended periods and led to his decision. We are
sorry to see him go and wish him the very best in the future. I would like to congratulate Alwyn
on his upcoming promotion and look forward to working with him on my leadership team.
Conference Call Information
Gartner has scheduled a conference call at 10:00 a.m. ET today, Thursday, May 8, 2008, to discuss
the Companys financial results. The conference call will be available via the Internet by
accessing the Companys web site at http://investor.gartner.com. A replay of the webcast will be
available for 90 days following the call.
About Gartner
Gartner, Inc. (NYSE: IT) is the worlds leading information technology research and advisory
company. We deliver the technology-related insight necessary for our clients to make the right
decisions, every day. From CIOs and senior IT leaders in corporations and government agencies, to
business leaders in high-tech and telecom enterprises and professional services firms, to
technology investors, we are the indispensable partner to 60,000 clients in 10,000 distinct
organizations. Through the resources of Gartner Research, Gartner Executive Programs, Gartner
Consulting and Gartner Events, we work with every client to research, analyze and interpret the
business of IT within the context of their individual role. Founded in 1979, Gartner is
headquartered in Stamford, Connecticut, U.S.A., and has 4,000 associates, including 1,200 research
analysts and consultants in 75 countries. For more information, visit www.gartner.com.
Non-GAAP Financial Measures
Investors are cautioned that normalized EBITDA contained in this press release is not a financial
measure under generally accepted accounting principles. In addition, it should not be construed as
an alternative to any other measures of performance determined in accordance with generally
accepted accounting principles. This non-GAAP financial measure is provided to enhance the users
overall understanding of the Companys current financial performance and the Companys prospects
for the future. We believe normalized EBITDA is an important measure of our recurring operations as
it excludes items that may not be indicative of our core operating results. Normalized EBITDA is
based on operating income, excluding depreciation, accretion on obligations related to excess
facilities, amortization, META integration charges, SFAS 123 (R), goodwill impairments, and other
charges.
Safe Harbor Statement
Statements contained in this press release regarding the growth and prospects of the business, the
Companys 2007 and 2008 financial results and all other statements in this release other than
recitation of historical facts are forward-looking statements (as defined in the Private Securities
Litigation Reform Act
of 1995). Such forward-looking statements include risks and uncertainties; consequently, actual
results may differ materially from those expressed or implied thereby. Factors that could cause
actual results to differ materially include, but are not limited to ability to expand or even
retain the Companys customer base; ability to grow or even sustain revenue from individual
customers; ability to attract and retain professional staff of research analysts and consultants
upon whom the Company is dependent; ability to achieve and effectively manage growth; ability to
pay the Companys debt obligations; ability to achieve continued customer renewals and achieve new
contract value, backlog and deferred revenue growth in light of competitive pressures; ability to
carry out the Companys strategic initiatives and manage associated costs; substantial competition
from existing competitors and potential new competitors; additional risks associated with
international operations including foreign currency fluctuations; the impact of restructuring and
other charges on the Companys businesses and operations; and other risks listed from time to time
in the Companys reports filed with the Securities and Exchange Commission. These filings can be
found on Gartners Web site at www.gartner.com/investors and the SECs Web site at www.sec.gov.
Forward-looking statements included herein speak only as of the date hereof and the Company
disclaims any obligation to revise or update such statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events or circumstances.
# # #
GARTNER, INC.
Condensed Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
March 31, |
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Research |
|
$ |
189,541 |
|
|
$ |
158,800 |
|
|
|
19 |
% |
Consulting |
|
|
78,118 |
|
|
|
76,267 |
|
|
|
2 |
% |
Events |
|
|
20,574 |
|
|
|
26,927 |
|
|
|
-24 |
% |
Other |
|
|
1,866 |
|
|
|
2,203 |
|
|
|
-15 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
290,099 |
|
|
|
264,197 |
|
|
|
10 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services and product development |
|
|
125,960 |
|
|
|
123,356 |
|
|
|
2 |
% |
Selling, general and administrative |
|
|
130,886 |
|
|
|
115,107 |
|
|
|
14 |
% |
Depreciation |
|
|
6,509 |
|
|
|
5,735 |
|
|
|
13 |
% |
Amortization of intangibles |
|
|
414 |
|
|
|
529 |
|
|
|
-22 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
263,769 |
|
|
|
244,727 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
26,330 |
|
|
|
19,470 |
|
|
|
35 |
% |
Interest expense, net |
|
|
(4,715 |
) |
|
|
(6,263 |
) |
|
|
25 |
% |
Other income (expense), net |
|
|
523 |
|
|
|
(38 |
) |
|
|
F |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
22,138 |
|
|
|
13,169 |
|
|
|
68 |
% |
Provision for income taxes |
|
|
7,545 |
|
|
|
4,192 |
|
|
|
80 |
% |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
14,593 |
|
|
|
8,977 |
|
|
|
63 |
% |
Discontinued
operations, net of taxes: (a) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
|
(338 |
) |
|
|
(785 |
) |
|
|
F |
|
Gain on disposal of discontinued operations |
|
|
7,289 |
|
|
|
|
|
|
|
F |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations |
|
|
6,951 |
|
|
|
(785 |
) |
|
|
F |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
21,544 |
|
|
$ |
8,192 |
|
|
|
F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
0.15 |
|
|
|
0.09 |
|
|
|
67 |
% |
Loss from discontinued operations |
|
|
|
|
|
|
(0.01 |
) |
|
|
100 |
% |
Gain on disposal of discontinued operation |
|
|
0.07 |
|
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
Income per share |
|
$ |
0.22 |
|
|
$ |
0.08 |
|
|
|
F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.14 |
|
|
$ |
0.09 |
|
|
|
56 |
% |
Loss from discontinued operations |
|
|
|
|
|
|
(0.01 |
) |
|
|
100 |
% |
Gain on disposal of discontinued operation |
|
|
0.07 |
|
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
Income per share |
|
$ |
0.21 |
|
|
$ |
0.08 |
|
|
|
F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
97,790 |
|
|
|
103,521 |
|
|
|
-6 |
% |
Diluted |
|
|
101,363 |
|
|
|
108,263 |
|
|
|
-6 |
% |
|
|
|
(a) |
|
Includes the operating results and gain on sale of our Vision Events business, which
we sold in February 2008. |
U/F = Unfavorable/Favorable
BUSINESS SEGMENT DATA
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
|
Gross |
|
|
Contrib. |
|
|
|
Revenue |
|
|
Expense |
|
|
Contribution |
|
|
Margin |
|
Three Months Ended 3/31/08 (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
|
$ |
189,541 |
|
|
$ |
64,521 |
|
|
$ |
125,020 |
|
|
|
66 |
% |
Consulting |
|
|
78,118 |
|
|
|
46,781 |
|
|
|
31,337 |
|
|
|
40 |
% |
Events |
|
|
20,574 |
|
|
|
11,595 |
|
|
|
8,979 |
|
|
|
44 |
% |
Other |
|
|
1,866 |
|
|
|
384 |
|
|
|
1,482 |
|
|
|
79 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
290,099 |
|
|
$ |
123,281 |
|
|
$ |
166,818 |
|
|
|
58 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended 3/31/07 (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
|
$ |
158,800 |
|
|
$ |
59,498 |
|
|
$ |
99,302 |
|
|
|
63 |
% |
Consulting |
|
|
76,267 |
|
|
|
48,231 |
|
|
|
28,036 |
|
|
|
37 |
% |
Events |
|
|
26,927 |
|
|
|
12,399 |
|
|
|
14,528 |
|
|
|
54 |
% |
Other |
|
|
2,203 |
|
|
|
551 |
|
|
|
1,652 |
|
|
|
75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
264,197 |
|
|
$ |
120,679 |
|
|
$ |
143,518 |
|
|
|
54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Excludes the results of the Vision Events business, which we sold in
February 2008. |
SELECTED STATISTICAL DATA
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
March 31, |
|
|
2008 |
|
2007 |
Research contract value |
|
$ |
778,405 |
(1) |
|
$ |
667,535 |
(1) |
Research client retention |
|
|
82 |
% |
|
|
82 |
% |
Research wallet retention |
|
|
100 |
% |
|
|
104 |
% |
Research client organizations |
|
|
10,153 |
|
|
|
9,448 |
|
Consulting backlog |
|
$ |
116,829 |
(1) |
|
$ |
106,576 |
(1) |
Consultingquarterly utilization |
|
|
72 |
% |
|
|
67 |
% |
Consulting billable headcount |
|
|
470 |
|
|
|
516 |
|
Consultingaverage annualized
revenue
per billable headcount |
|
$ |
460 |
(1) |
|
$ |
410 |
(1) |
Eventsnumber of events for the
quarter |
|
|
12 |
|
|
|
12 |
|
Eventsattendees for the quarter |
|
|
5,256 |
|
|
|
7,392 |
|
|
|
|
(1) |
|
Dollars in thousands. |
SUPPLEMENTAL INFORMATION
GAAP to Normalized EBITDA Reconciliation
(in thousands)
Reconciliation GAAP to Normalized EBITDA (1):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Net income |
|
$ |
21,544 |
|
|
$ |
8,192 |
|
Interest expense, net |
|
|
4,715 |
|
|
|
6,263 |
|
Other (income) expense, net |
|
|
(523 |
) |
|
|
38 |
|
(Income) loss from discontinued operations (2) |
|
|
(6,951 |
) |
|
|
785 |
|
Tax provision |
|
|
7,545 |
|
|
|
4,192 |
|
|
|
|
|
|
|
|
Operating income |
|
$ |
26,330 |
|
|
$ |
19,470 |
|
|
|
|
|
|
|
|
|
|
Normalizing adjustments: |
|
|
|
|
|
|
|
|
Depreciation, accretion, and amortization |
|
|
7,177 |
|
|
|
6,702 |
|
SFAS No. 123(R) stock compensation expense (3) |
|
|
6,632 |
|
|
|
5,567 |
|
|
|
|
|
|
|
|
Normalized EBITDA |
|
$ |
40,139 |
|
|
$ |
31,739 |
|
|
|
|
|
|
|
|
Footnotes
|
|
|
(1) |
|
Normalized EBITDA is based on operating income excluding depreciation,
accretion on obligations related to excess facilities, amortization, and
SFAS No. 123(R) expense. |
|
(2) |
|
Includes the gain on sale and operating results of our Vision Events business. |
|
(3) |
|
Stock compensation expense represents the cost of stock-based compensation
awarded by the Company to its employees under Statement of Financial Accounting
Standards No. 123(R), Share-Based Payments (SFAS No. 123(R)). |