================================================================================ 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) February 6, 2007 --------------------------- GARTNER, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14443 04-3099750 -------- ------- ---------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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 (Registrant's 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 February 6, 2007, Gartner, Inc. (the "Company") announced financial results for the quarter and twelve months ended December 31, 2006. A copy of the Company's 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 to be "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. ITEM 8.01. OTHER EVENTS. On February 1, 2007, the Company's board of directors authorized up to $200 million for the repurchase of Gartner common stock. The program will replace the prior $100 million share repurchase program previously authorized. Repurchases will be made from time-to-time through open market purchases. Repurchases are subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company's financial performance and other conditions. Repurchases will be funded from cash flow from operations and possible borrowings under the Company's credit facility. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits EXHIBIT NO. DESCRIPTION - ------------ ------------------------------------------------------------- 99.1 Press Release issued February 6, 2007 with respect to financial results for Gartner, Inc. for the quarter and twelve months ended December 31, 2006.
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: February 6, 2007 By: /s/ Christopher Lafond ---------------------------- Christopher Lafond Executive Vice President, Chief Financial Officer
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------ ---------------------------------------------------------------- 99.1 Press Release issued February 6, 2007 with respect to financial results for Gartner, Inc. for the quarter and twelve months ended December 31, 2006.
Exhibit 99.1 Gartner Reports Fourth Quarter and Full Year 2006 Results Record Contract Value of $640 Million Expects 2007 Revenue to Increase between 8 and 11% STAMFORD, Conn.--(BUSINESS WIRE)--Feb. 6, 2007--Gartner, Inc. (NYSE: IT), the leading provider of research and analysis on the global information technology industry, today reported results for the fourth quarter and year ended December 31, 2006. Fourth Quarter 2006 Results Total revenue for the 2006 fourth quarter increased 5% to $304 million. Research contract value ended the quarter at $640 million, an increase of 8% over the same quarter last year. Normalized EBITDA was $52 million. GAAP EPS was $0.20 and normalized EPS was $0.22 for the 2006 fourth quarter. Normalized EPS excludes the following pre-tax items: a $4.9 million non-cash charge related to stock-based compensation under SFAS123(R); and a $0.4 million non-cash charge for the amortization of intangible assets acquired in the META acquisition. See "Non-GAAP Financial Measures" for a further discussion of normalized EBITDA and normalized EPS. Excluding the effect of foreign currency, total revenue and research contract value for the 2006 fourth quarter increased approximately 3% and 11%, respectively, over the same quarter last year. Full Year 2006 Results Total revenue for 2006 increased 7% to $1,060 million. Normalized EBITDA was $156 million, up 48% from last year. GAAP EPS was $0.50 and normalized EPS was $0.67 for the year. Normalized EPS excludes the following pre-tax items: $16.7 million non-cash charge related to stock-based compensation under SFAS123(R); $1.5 million charge related to the integration activities associated with the Company's acquisition of META; and $10.6 million non-cash charge for the amortization of intangible assets acquired in the META acquisition. See "Non-GAAP Financial Measures" below for a further discussion of normalized EBITDA and normalized EPS. Business Segment Highlights Research. Research revenue was $152 million for the 2006 fourth quarter and $571 million for the year, increases of 16% and 9%, respectively, as compared to the same periods in 2005. At December 31, 2006, Research contract value was $640 million, up from $593 million at December 31, 2005. This represents the highest reported contract value in the Company's history. Client and wallet retention rates for the 2006 fourth quarter were 81% and 96%, respectively. Consulting. Consulting revenue was $76 million for the 2006 fourth quarter and $305 million for the year as compared to $85 million and $301 million for the same periods a year ago. Utilization averaged 61% during the fourth quarter and 64% for the year. The average annualized revenue per billable headcount is approximately $370,000. Billable headcount was 518 as of December 31, 2006, a slight decline from 525 at the end of 2005. Consulting backlog was $110 million at December 31, 2006. Events. Events revenue was $72 million for the fourth quarter of 2006 and $169 million for the year, up 4% and 12% from the same periods in 2005. The Company held 74 events in 2006 as compared to 70 in 2005, with over 41,000 worldwide attendees in 2006, a 16% increase compared to 2005. Gene Hall, Gartner's chief executive officer, said, "Our results for 2006 reflect the continued successful execution of our strategy to grow the research business and improve margins, with revenue and contract value finishing at all time highs The company has now delivered 12 consecutive quarters of contract value growth. Our normalized EBITDA increased almost 50% over 2005. We will further increase our momentum in 2007 with the continued enhancement of our products, improvements in client service, and continued growth of our sales organization." Share Repurchase Program During the fourth quarter in 2006, Gartner repurchased 885,900 shares of its common stock at a cost of $17.2 million. As of December 31, 2006, the Company has repurchased a total of 5.4 million shares at an aggregate cost of $80.3 million under the $100 million share repurchase program authorized in October 2005. In addition, Gartner purchased 10.4 million shares directly from Silver Lake Partners in December at a total cost of $200 million. Gartner also announced that its board of directors has authorized up to $200 million for the repurchase of Company stock. This program will replace the prior $100 million share repurchase program previously authorized. Repurchases will be made from time-to-time through open market purchases and are subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company's financial performance and other conditions. The program will be funded from cash flow from operations and possible borrowings under the Company's existing credit facility. Cash Flow and Capital Expenditures Net cash from operations for the fourth quarter of 2006 totaled $31 million, compared to $0 a year ago. For the full year, net cash from operations totaled $106 million, compared to $27 million in 2005. Capital expenditures were $8 million in the quarter and $21 million for the full year. In 2006 free cash flow was $85 million compared to $5 million in 2005. Business Outlook Gartner also provided its outlook for 2007. For the full year, the Company is targeting total revenue of approximately $1,150 to $1,177 million. By segment, for the full year 2007 the Company is targeting Research revenue of approximately $635 million to $645 million, Consulting revenue of approximately $317 million to $327 million, Events revenue of approximately $188 million to $193 million, and other revenue of approximately $10 million to $12 million. Based on above revenue outlook, the Company is targeting normalized EBITDA for the full year 2007 of $189 to $199 million, or an increase of 21 to 28 percent. In 2007, the Company is projecting $24- $26 million of pre-tax expense related to SFAS 123(R). Gartner is projecting GAAP EPS of $0.68 to $0.75. The Company expects cash flow from operations of $135 to $150 million. Conference Call and Investor Day Information Gartner has scheduled a conference call at 10 a.m. ET today, Tuesday, February 6, 2007, to discuss the Company's financial results. The conference call will be available via the Internet by accessing the Company's web site at http://investor.gartner.com. A replay of the webcast will be available for 30 days following the call. The Company will also host an Investor Day conference on Thursday, March 8, 2007 at Cipriani in New York City. The conference will begin at 8:30 a.m EST and will conclude at approximately 1:00 p.m. EST. Registration is required. Please contact Germaine Scott at 203-316-3411 for further information. About Gartner Gartner, Inc. (NYSE: IT) delivers the technology-related insight necessary for our clients to make the right decisions, every day. Gartner serves 10,000 organizations, including chief information officers and other senior IT executives in corporations and government agencies, as well as technology companies and the investment community. The Company consists of Gartner Research, Gartner Executive Programs, Gartner Consulting and Gartner Events. Founded in 1979, Gartner is headquartered in Stamford, Connecticut, U.S.A., and has 3,700 associates, including 1,200 research analysts and consultants in 75 countries worldwide. For more information, visit gartner.com. Non-GAAP Financial Measures Investors are cautioned that normalized EBITDA and normalized EPS information contained in this press release are not financial measures under generally accepted accounting principles (GAAP). In addition, they should not be construed as alternatives to any other measures of performance determined in accordance with GAAP. These non-GAAP financial measures are provided to enhance the user's overall understanding of the Company's current financial performance and the Company's prospects for the future. We believe normalized EBITDA and normalized EPS are important measures of our recurring operations as they exclude items that may not be indicative of our core operating results and calculate earnings per share in a manner consistent with prior periods. Normalized EBITDA is based on operating income, excluding impact of SFAS 123(R), depreciation and amortization, goodwill impairments, and other charges. Normalized EPS is based on net income (loss) excluding other charges, impact of SFAS 123(R), non-cash charges, goodwill impairments, amortization of acquired intangible assets, and gains and losses on investments. See "Supplemental Information" at the end of this release for reconciliation of GAAP EBITDA and EPS to normalized EBITDA and EPS. Safe Harbor Statement Statements contained in this press release regarding the growth and prospects of the business, the Company's full year 2007 financial results, future restructuring charges, acquisition of META Group, Inc. 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: the Company's ability to expand or even retain the Company's customer base; the Company's ability to grow or even sustain revenue from individual customers; the Company's 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; the Company's ability to pay the Company's debt obligations; the Company's ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures; the Company's ability to carry out the Company's 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 Company's businesses and operations; and other risks listed from time to time in the Company's reports filed with the Securities and Exchange Commission. These filings can be found on Gartner's Web site at www.investor.gartner.com and the SEC's 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 Twelve Months Ended December 31, December 31, 2006 2005 2006 2005 --------- --------- ----------- --------- Revenues: Research $151,678 $131,015 16% $ 571,217 $523,033 9% Consulting 76,173 85,225 -11% 305,231 301,074 1% Events 72,229 69,136 4% 169,434 151,339 12% Other 3,859 3,924 -2% 14,439 13,558 6% --------- --------- ----------- --------- Total revenues 303,939 289,300 5% 1,060,321 989,004 7% Costs and expenses: Cost of services and product development (1) 146,439 138,712 6% 505,330 486,611 4% Selling, general and administrative (1) 110,112 108,649 1% 416,094 397,252 5% Depreciation 5,846 6,786 -14% 23,444 25,502 -8% Amortization of intangibles 470 3,377 -86% 10,753 10,226 U META integration charges - 1,337 F 1,450 14,956 F Other charges - 697 F - 29,177 F --------- --------- ----------- --------- Total costs and expenses 262,867 259,558 1% 957,071 963,724 -1% --------- --------- ----------- --------- Operating income 41,072 29,742 F 103,250 25,280 F Loss from investments, net - (502) F - (5,841) F Interest expense, net (3,891) (3,289)-18% (16,581) (11,072)-50% Other income (expense), net 265 (398) F (797) (2,929) 73% --------- --------- ----------- --------- Income before income taxes 37,446 25,553 47% 85,872 5,438 F Provision for income taxes 14,873 10,743 38% 27,677 7,875 U --------- --------- ----------- --------- Net income (loss) $ 22,573 $ 14,810 52% $ 58,195 $ (2,437) F ========= ========= =========== ========= Income (loss) per common share: Basic $ 0.20 $ 0.13 54% $ 0.51 $ (0.02) F Diluted $ 0.20 $ 0.13 54% $ 0.50 $ (0.02) F Weighted average shares outstanding: Basic 111,498 113,266 -2% 113,071 112,253 1% Diluted 115,693 115,564 0% 116,203 112,253 4% SUPPLEMENTAL INFORMATION - -------------------- Normalized EPS (2) $ 0.22 $ 0.16 38% $ 0.67 $ 0.36 86% (1) On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123R, "Share-Based Payments" ("SFAS No. 123(R)") under the modified prospective method of adoption. Accordingly, the three and twelve months ended December 31, 2005 exclude stock-based compensation expense calculated under SFAS No. 123(R). (2) Normalized net income & EPS is based on net income (loss), excluding normalizing adjustments, which includes other charges, non- cash charges, META integration and amortization charges, goodwill impairments, gains and losses from investments and charges for stock- based compensation under SFAS No. 123(R). We believe normalized EPS is an important measure of our recurring operations. See "Supplemental Information" at the end of this release for a reconciliation from GAAP net income (loss) and EPS to Normalized net income and EPS and a discussion of the reconciling items. BUSINESS SEGMENT DATA (Dollars in thousands) Direct Gross Contrib. Revenue Expense Contribution Margin ----------- --------- ------------ -------- Three Months Ended 12/31/06 Research $ 151,678 $ 64,392 $ 87,286 58% Consulting 76,173 52,015 24,158 32% Events 72,229 31,001 41,228 57% Other 3,859 719 3,140 81% ----------- --------- ------------ TOTAL $ 303,939 $148,127 $ 155,812 51% =========== ========= ============ Three Months Ended 12/31/05 Research $ 131,015 $ 57,628 $ 73,387 56% Consulting 85,225 44,115 41,110 48% Events 69,136 29,612 39,524 57% Other 3,924 307 3,617 92% ----------- --------- ------------ TOTAL $ 289,300 $131,662 $ 157,638 54% =========== ========= ============ Twelve Months Ended 12/31/06 Research $ 571,217 $225,696 $ 345,521 60% Consulting 305,231 184,571 120,660 40% Events 169,434 85,745 83,689 49% Other 14,439 2,714 11,725 81% ----------- --------- ------------ TOTAL $1,060,321 $498,726 $ 561,595 53% =========== ========= ============ Twelve Months Ended 12/31/05 Research $ 523,033 $213,025 $ 310,008 59% Consulting 301,074 175,396 125,678 42% Events 151,339 75,204 76,135 50% Other 13,558 1,374 12,184 90% ----------- --------- ------------ TOTAL $ 989,004 $464,999 $ 524,005 53% =========== ========= ============ Excluding SFAS No. 123(R) (1) Gross Contrib. Contribution Margin -------------------- -------- Three Months Ended 12/31/06 Research $ 88,696 58% Consulting 24,633 32% Events 41,336 57% Other 3,140 81% -------------------- TOTAL $ 157,805 52% ==================== Three Months Ended 12/31/05 Research Consulting Events Other TOTAL Twelve Months Ended 12/31/06 Research $ 351,482 62% Consulting 122,450 40% Events 84,040 50% Other 11,725 81% -------------------- TOTAL $ 569,697 54% ==================== Twelve Months Ended 12/31/05 Research Consulting Events Other TOTAL (1) Excludes pre-tax stock compensation expense calculated under SFAS No. 123(R) of approximately $2.0 million and $8.1 million for the three and twelve month periods ended December 31, 2006, respectively, in order for the results to be comparative. Gartner adopted SFAS No. 123(R) under the modified prospective method of adoption on January 1, 2006. Accordingly, segment data for the three and twelve month periods ended December 31, 2005 excludes stock compensation expense determined in accordance with SFAS No. 123(R) since the Company did not restate prior periods. SELECTED STATISTICAL DATA December 31, December 31, 2006 2005 ------------- ------------- Research contract value $ 640,294 (1) $ 592,636 (1) Research client retention 81% 81% Research wallet retention 96% 93% Research client organizations 9,470 9,315 Consulting backlog $ 109,600 (1) $ 119,903 (1) Consulting--quarterly utilization 61% 64% Consulting billable headcount 518 525 Consulting--average annualized revenue per billable headcount $ 370,000 (1) $ 390,000 (1) Events--number of events for the quarter 18 18 Events--attendees for the quarter 16,375 14,248 (1) Dollars in thousands. SUPPLEMENTAL INFORMATION GAAP to Normalized Reconciliations (in thousands, except per share data) Reconciliation - GAAP to Normalized EBITDA (1): Three Months Ended December 31, ------------------ 2006 2005 --------- -------- Net income $ 22,573 $14,810 Interest expense, net 3,891 3,289 Other (income) expense, net (265) 398 Loss from investments, net - 502 Tax provision 14,873 10,743 --------- -------- Operating income $ 41,072 $29,742 Depreciation and amortization 6,316 10,163 Normalizing adjustments: Other charges (2) - 697 META integration charges (3) - 1,337 SFAS No. 123(R) stock compensation expense (4) 4,930 - --------- -------- Normalized EBITDA $ 52,318 $41,939 ========= ======== Reconciliation - GAAP to Normalized Net Income and EPS (1): Three Months Ended December 31, ------------------------------------------------- 2006 2005 ------------------------ ------------------------ After- After- Tax Tax Income Shares EPS Income Shares EPS -------- -------- ------ -------- -------- ------ GAAP Basic EPS $22,573 111,498 $0.20 $14,810 113,266 $0.13 Share equivalents from stock-based compensation shares - 4,195 - - 2,298 - -------- -------- ------ -------- -------- ------ GAAP Diluted EPS $22,573 115,693 $0.20 $14,810 115,564 $0.13 Other charges (2) - - - 377 - - META integration charges (3) - - - 894 - 0.01 SFAS No. 123(R) stock compensation expense (4) 3,171 - 0.02 - - - Amortization of META intangibles (5) 272 - 0.00 2,133 - 0.02 -------- -------- ------ -------- -------- ------ Normalized net income & EPS (7) $26,016 115,693 $0.22 $18,214 115,564 $0.16 ======== ======== ====== ======== ======== ====== SUPPLEMENTAL INFORMATION GAAP to Normalized Reconciliations (in thousands, except per share data) Reconciliation - GAAP to Normalized EBITDA (1): Twelve Months Ended December 31, ------------------- 2006 2005 --------- --------- Net income (loss) $ 58,195 $ (2,437) Interest expense, net 16,581 11,072 Other expense, net 797 2,929 Loss from investments, net - 5,841 Tax provision 27,677 7,875 --------- --------- Operating income $103,250 $ 25,280 Depreciation and amortization 34,197 35,728 Normalizing adjustments: Other charges (2) - 29,177 META integration charges (3) 1,450 14,956 SFAS No. 123(R) stock compensation expense (4) 16,670 - --------- --------- Normalized EBITDA $155,567 $105,141 ========= ========= Reconciliation - GAAP to Normalized Net Income and EPS (1): Twelve Months Ended December 31, -------------------------------------------------- 2006 2005 ------------------------ ------------------------- After- After- Tax Tax Income Shares EPS Income Shares EPS -------- -------- ------ -------- -------- ------- GAAP Basic EPS $58,195 113,071 $0.51 $(2,437) 112,253 $(0.02) Share equivalents from stock-based compensation shares - 3,132 - - 1,340 - -------- -------- ------ -------- -------- ------- GAAP Diluted EPS $58,195 116,203 $0.50 $(2,437) 113,593 $(0.02) Other charges (2) - - - 20,515 - 0.18 META integration charges (3) 1,049 - 0.01 10,672 - 0.09 SFAS No. 123(R) stock compensation expense (4) 10,787 - 0.10 - - - Amortization of META intangibles (5) 7,407 - 0.06 7,105 - 0.06 Loss from investments (6) - - - 5,377 - 0.05 -------- -------- ------ -------- -------- ------- Normalized net income & EPS (7) $77,439 116,203 $0.67 $41,232 113,593 $ 0.36 ======== ======== ====== ======== ======== ======= Footnotes (1) Normalized EBITDA is based on operating income (loss) before interest, taxes, depreciation amortization, and certain normalizing adjustments. Normalized net income & EPS is based on net income (loss), excluding normalizing adjustments which includes other charges, non-cash charges, META integration and amortization charges, goodwill impairments, gains and losses on investments, and charges for stock-based compensation under SFAS No. 123(R) (see Footnote 4 below). Normalized EBITDA, as well as normalized net income and EPS, are not measurements of operating performance calculated in accordance with generally accepted accounting principles (GAAP) and should not be considered substitutes for operating income (loss) and net income (loss) in accordance with GAAP. In addition, because these measurements may not be defined consistently by other companies, these measurements may not be comparable to similarly titled measures of other companies. However, we believe these indicators are relevant and useful to investors because they provide alternative measures that take into account certain adjustments that are viewed by our management as being non-cash items or charges. (2) Other charges during 2005 included first quarter pre-tax charges of $10.6 related to a reduction in workforce and $3.7 million primarily for restructuring within the Company's international operations, a second quarter pre-tax charge of $8.2 million, primarily related to a reduction in facilities, a third quarter pre-tax charge of $6.0 related to an option buyback, and a fourth quarter charge of $0.7 million related to a reduction in workforce. (3) The META integration charges are related to our acquisition of the META Group, Inc. These costs were primarily for severance, and for consulting, accounting, and tax services. (4) The stock compensation charge 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. 123R"). The Company adopted SFAS No. 123(R) on January 1, 2006, under the modified propective method of adoption. (5) The amortization of META intangibles represents the non-cash amortization charges related to the other intangible assets recorded as a result of the META acquisition. (6) The loss on investments relate to impairment losses on investments. These charges are recorded in "Loss from investments, net." (7) The normalized effective tax rates were 32.6% and 37% for 2006 and 2005, respectively. CONTACT: Gartner, Inc. Investors: Lisa Nadler, 203-316-6537 Lisa.Nadler@gartner.com