Gartner, Inc. — Q1 2017 Form 10-Q
Reporting period: Three months ended March 31, 2017. Gartner provides research, consulting and events services. Results are unaudited and may not indicate full-year performance.
Financial performance
- Revenue: $625.2 million, up 12% year over year (13% excluding foreign-exchange effects). Research revenue rose 15% to $504.7 million; Events rose 10% to $35.3 million; Consulting was essentially flat at $85.2 million.
- Profit: Operating income was $53.5 million, down 17%; operating margin was approximately 9%, versus 12%. Net income fell 19% to $36.4 million. Diluted EPS was $0.43, down from $0.54.
- Cash flow: Operations used $29.6 million, compared with $13.3 million provided in Q1 2016. Investing used $140.0 million, primarily reflecting acquisitions. Financing provided $917.3 million, mainly from borrowings. Ending cash was $1.228 billion.
- Liquidity and debt: At March 31, cash was $1.228 billion and available revolver capacity was $927 million. Gross debt was $1.658 billion, including $800 million of 5.125% notes due 2025; net carrying debt was $1.629 billion after financing fees. The company reported compliance with credit covenants.
- Margins and operating indicators: Research gross contribution margin was 69%, down 1 point; Consulting was 33%, down 2 points; Events was 38%, down 3 points. Research total contract value increased 13% (12% excluding L2); client retention was 83% and wallet retention 104%. Consulting backlog was $103.2 million, down 10% reported, or about 4% excluding a prior-year large contract; utilization was 65%.
Changes versus Q1 2016
- Revenue grew, led by Research and Events, but operating income and earnings declined as costs rose faster than revenue. SG&A increased 18%, including higher payroll, commissions, stock compensation and corporate costs; headcount increased 15%.
- Acquisition and integration charges rose to $13.3 million from $8.4 million.
- Stock-based compensation expense increased to $22.6 million from $15.5 million. The 2016 comparison reflects Gartner’s retrospective adoption of ASU 2016-09, which increased previously reported Q1 2016 net income and operating cash flow by $4.8 million.
Outlook, transactions and risks
- CEB acquisition: Completed April 5, 2017, after quarter-end, for approximately $3.5 billion gross enterprise value; Gartner paid $2.7 billion cash and issued 7.4 million shares. It borrowed approximately $2.8 billion for the transaction, bringing total debt after closing to approximately $3.6 billion. Post-close cash was approximately $640 million and available revolver capacity approximately $630 million; management said liquidity was adequate for anticipated needs.
- L2 acquisition: Gartner acquired L2 on March 9 for a stated $155 million purchase price. L2’s Q1 results were not material; purchase-price allocation remained preliminary.
- No specific earnings or revenue guidance is provided in the filing. Management notes that results fluctuate with bookings, event timing, compensation payments, economic conditions, competition and foreign exchange.
- Key exposures include CEB integration and increased leverage, variable-rate debt (partly hedged), foreign-exchange movements, and estimation risks involving receivables, goodwill, taxes and stock compensation. A 10% currency move would change the reported value of foreign-currency cash by approximately $18 million.
- Ordinary-course legal matters were not expected to have a material effect beyond amounts accrued. Gartner disclosed $42.6 million of gross unrecognized tax benefits and an ongoing IRS appeal concerning stock-compensation treatment; no benefit from the related court decision had been recorded.
Investor verification priorities
- Track post-CEB debt, interest expense, covenant headroom and progress toward reducing leverage.
- Assess CEB integration costs, realized synergies and the acquired business’s contribution to growth and cash flow.
- Monitor Research contract-value growth and retention, alongside Consulting backlog and utilization.
- Determine whether rising operating expenses and acquisition charges continue to pressure margins and EPS.
- Review the final L2 purchase-price allocation and the outcomes of material tax and legal matters.