e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended September 30, 2010
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission File Number 1-14443
Gartner, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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04-3099750
(I.R.S. Employer
Identification Number) |
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P.O. Box 10212
56 Top Gallant Road
Stamford, CT
(Address of principal executive offices)
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06902-7700
(Zip Code) |
Registrants telephone number, including area code: (203) 316-1111
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
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 and post such files). Yes
þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of
October 26, 2010, 96,117,674 shares of the registrants common shares were outstanding.
Table of Contents
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Page |
PART I. FINANCIAL INFORMATION |
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ITEM 1. FINANCIAL STATEMENTS (Unaudited) |
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Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009 |
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3 |
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Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30,
2010 and 2009 |
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4 |
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Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009 |
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5 |
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Notes to Condensed Consolidated Financial Statements |
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6 |
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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19 |
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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32 |
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ITEM 4. CONTROLS AND PROCEDURES |
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33 |
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PART II. OTHER INFORMATION |
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ITEM 1. LEGAL PROCEEDINGS |
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34 |
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ITEM 1A. RISK FACTORS |
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34 |
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
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34 |
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ITEM 6. EXHIBITS |
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35 |
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2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GARTNER, INC.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)
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September 30, |
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December 31, |
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2010 |
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2009 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
148,412 |
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$ |
116,574 |
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Fees receivable, net |
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299,987 |
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317,598 |
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Deferred commissions |
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53,823 |
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70,253 |
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Prepaid expenses and other current assets |
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69,626 |
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53,400 |
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Total current assets |
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571,848 |
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557,825 |
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Property, equipment and leasehold improvements, net |
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44,272 |
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52,466 |
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Goodwill |
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509,652 |
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513,612 |
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Intangible assets, net |
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16,116 |
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24,113 |
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Other assets |
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94,485 |
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67,263 |
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Total Assets |
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$ |
1,236,373 |
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$ |
1,215,279 |
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Liabilities and Stockholders Equity |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
182,529 |
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$ |
255,966 |
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Deferred revenues |
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496,348 |
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437,207 |
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Current portion of long-term debt |
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248,500 |
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205,000 |
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Total current liabilities |
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927,377 |
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898,173 |
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Long-term debt |
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51,500 |
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124,000 |
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Other liabilities |
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103,273 |
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80,571 |
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Total Liabilities |
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1,082,150 |
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1,102,744 |
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Stockholders Equity |
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Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued or outstanding |
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Common stock, $.0005 par value, 250,000,000 shares authorized; 156,234,416 shares issued
for both periods |
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78 |
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78 |
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Additional paid-in capital |
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599,971 |
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590,864 |
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Accumulated other comprehensive income, net |
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14,496 |
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11,322 |
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Accumulated earnings |
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568,983 |
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509,392 |
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Treasury stock, at cost, 60,076,022 and 60,356,672 common shares, respectively |
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(1,029,305 |
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(999,121 |
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Total Stockholders Equity |
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154,223 |
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112,535 |
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Total Liabilities and Stockholders Equity |
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$ |
1,236,373 |
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$ |
1,215,279 |
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See the accompanying notes to the condensed consolidated financial statements.
3
GARTNER, INC.
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2010 |
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2009 |
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2010 |
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2009 |
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Revenues: |
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Research |
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$ |
214,680 |
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$ |
185,718 |
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$ |
634,448 |
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$ |
557,325 |
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Consulting |
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65,397 |
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65,708 |
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212,796 |
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205,341 |
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Events |
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16,045 |
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16,043 |
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58,906 |
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48,307 |
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Total revenues |
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296,122 |
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267,469 |
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906,150 |
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810,973 |
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Costs and expenses: |
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Cost of services and product development |
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125,897 |
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118,120 |
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387,279 |
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351,864 |
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Selling, general and administrative |
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127,488 |
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115,049 |
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388,378 |
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345,980 |
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Depreciation |
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6,194 |
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6,363 |
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19,218 |
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19,176 |
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Amortization of intangibles |
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2,531 |
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416 |
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7,994 |
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1,220 |
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Acquisition and integration charges |
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1,249 |
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7,090 |
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Total costs and expenses |
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263,359 |
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239,948 |
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809,959 |
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718,240 |
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Operating income |
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32,763 |
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27,521 |
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96,191 |
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92,733 |
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Interest expense, net |
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(3,005 |
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(4,914 |
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(9,569 |
) |
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(13,105 |
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Other (expense) income, net |
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(373 |
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(127 |
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736 |
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(2,505 |
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Income before income taxes |
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29,385 |
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22,480 |
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87,358 |
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77,123 |
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Provision for income taxes |
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9,310 |
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2,413 |
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27,767 |
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19,875 |
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Net income |
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$ |
20,075 |
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$ |
20,067 |
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$ |
59,591 |
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$ |
57,248 |
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Income per common share: |
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Basic |
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$ |
0.21 |
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$ |
0.21 |
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$ |
0.62 |
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$ |
0.61 |
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Diluted |
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$ |
0.20 |
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$ |
0.21 |
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$ |
0.60 |
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$ |
0.59 |
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Weighted average shares outstanding: |
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Basic |
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95,473 |
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94,872 |
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95,698 |
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94,380 |
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Diluted |
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98,797 |
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97,657 |
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99,584 |
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96,885 |
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See the accompanying notes to the condensed consolidated financial statements.
4
GARTNER, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
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Nine Months Ended |
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September 30, |
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2010 |
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2009 |
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Operating activities: |
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Net income |
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$ |
59,591 |
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$ |
57,248 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization of intangibles |
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27,212 |
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20,396 |
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Stock-based compensation expense |
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23,298 |
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19,477 |
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Excess tax benefits from stock-based compensation |
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(12,575 |
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(1,685 |
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Deferred taxes |
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(6,699 |
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451 |
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Amortization of debt issue costs |
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785 |
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1,161 |
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Changes in assets and liabilities: |
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Fees receivable, net |
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15,148 |
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78,251 |
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Deferred commissions |
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15,685 |
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9,613 |
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Prepaid expenses and other current assets |
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(3,212 |
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(3,534 |
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Other assets |
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(36,317 |
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(5,964 |
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Deferred revenues |
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59,811 |
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(8,844 |
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Accounts payable, accrued, and other liabilities |
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(16,352 |
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(48,930 |
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Cash provided by operating activities |
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126,375 |
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117,640 |
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Investing activities: |
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Additions to property, equipment and leasehold improvements |
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(12,211 |
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(11,125 |
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Acquisitions (net of cash received) |
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(12,151 |
) |
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Cash used in investing activities |
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(24,362 |
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(11,125 |
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Financing activities: |
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Proceeds from stock issued for stock plans |
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19,380 |
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11,011 |
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Proceeds from debt issuance |
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27,000 |
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Payments on debt |
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(56,000 |
) |
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(151,250 |
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Purchases of treasury stock |
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(76,476 |
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(3,733 |
) |
Excess tax benefits from stock-based compensation |
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12,575 |
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1,685 |
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Cash used by financing activities |
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(73,521 |
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(142,287 |
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Net increase (decrease) in cash and cash equivalents |
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28,492 |
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(35,772 |
) |
Effects of exchange rates on cash and cash equivalents |
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3,346 |
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7,621 |
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Cash and cash equivalents, beginning of period |
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116,574 |
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140,929 |
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Cash and cash equivalents, end of period |
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$ |
148,412 |
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$ |
112,778 |
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See the accompanying notes to the condensed consolidated financial statements.
5
GARTNER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1 Basis of Presentation
The fiscal year of Gartner, Inc. (the Company) represents the period from January 1 through
December 31. When used in these notes, the terms Company, we, us, or our refer to Gartner,
Inc. and its consolidated subsidiaries.
These interim condensed consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP) in the United States of America, as defined in
the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 270 for
interim financial information and with the instructions to Rule 10-01 of Regulation S-X on Form
10-Q and should be read in conjunction with the consolidated financial statements and related notes
of Gartner, Inc. filed in its Annual Report on Form 10-K for the year ended December 31, 2009.
In the opinion of management, all normal recurring accruals considered necessary for a fair
presentation of financial position, results of operations and cash flows at the dates and for the
periods presented herein have been included. The results of operations for the three and nine
months ended September 30, 2010 may not be indicative of the results of operations for the
remainder of 2010.
Principles of consolidation. The accompanying interim condensed consolidated financial statements
include the accounts of the Company and its majority-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated.
Use of estimates. The preparation of the accompanying interim condensed consolidated financial
statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions about future events. These estimates
and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures
about contingent assets and liabilities, and reported amounts of revenues and expenses. Such
estimates include the valuation of accounts receivable, goodwill, intangible assets, other
long-lived assets, assets and liabilities acquired in business acquisitions, tax accruals and other
liabilities. In addition, estimates are used in revenue recognition, income tax expense,
performance-based compensation charges, depreciation and amortization, and the allowance for
losses. Management believes its use of estimates in the interim condensed consolidated financial
statements to be reasonable.
Management evaluates its estimates on an ongoing basis using historical experience and other
factors, including the general economic environment and actions it may take in the future. We
adjust such estimates when facts and circumstances dictate. However, these estimates may involve
significant uncertainties and judgments and cannot be determined with precision. In addition, these
estimates are based on our best judgment at a point in time and as such these estimates may
ultimately differ from actual results. Changes in estimates resulting from weakness in the economic
environment or other factors beyond our control could be material and would be reflected in the
Companys financial statements in future periods.
Note 2 Acquisitions
In December 2009 the Company acquired all of the outstanding shares of AMR Research, Inc. (AMR
Research) and Burton Group, Inc. (Burton Group) for a total of $117.7 million in cash. The
Companys consolidated results include the operating results of these businesses beginning on their
respective acquisition dates. During the three months ended September 30, 2010, the Company
finalized the allocation of the purchase price related to these acquisitions, resulting in
immaterial adjustments to recorded goodwill. The Company recorded $1.2 million and $7.1 million of
acquisition and integration expenses related to these acquisitions in the three and nine months
ended September 30, 2010, respectively.
The Company received contractual indemnifications from the selling shareholders of AMR Research and
Burton Group for certain pre-acquisition liabilities, which the Company estimated at $6.1 million.
In accordance with FASB ASC Topic 805, the Company recorded a $6.1 million indemnification
receivable in Prepaid expenses and other current assets and a $6.1 million liability in Accrued
liabilities, which were included in the purchase price allocation. Separately, a portion of the
sale proceeds were placed in an escrow account pending resolution of the pre-acquisition
liabilities. During the nine months ended September 30, 2010, the Company paid $3.9 million related
to the settlement of a portion of these pre-acquisition liabilities and received reimbursement from
the escrow for the same amount. As a result, the settlement of these liabilities had no impact on
the Companys results of operations, cash flows, or
6
goodwill. The Company believes the remaining $2.2 million recorded in Accrued liabilities is a
reasonable estimate of the amount necessary to satisfy the outstanding exposures, which is fully
reimbursable from the escrow account.
Note 3 Comprehensive Income
The components of Comprehensive income include net income, foreign currency translation
adjustments, realized and unrealized gains or losses on interest rate swaps, and deferred gains and
losses on defined benefit pension plans. Amounts recorded in Comprehensive income are as follows:
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2010 |
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|
2009 |
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|
2010 |
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|
2009 |
|
Net income: |
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$ |
20,075 |
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$ |
20,067 |
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$ |
59,591 |
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$ |
57,248 |
|
Other comprehensive income, net of tax effect: |
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Foreign currency translation adjustments |
|
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7,415 |
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|
3,722 |
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|
1,086 |
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|
9,682 |
|
Unrealized gains on interest rate swaps |
|
|
673 |
|
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|
851 |
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|
2,296 |
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|
2,772 |
|
Amortization of realized gain on terminated interest rate swap |
|
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|
|
(51 |
) |
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|
(39 |
) |
|
|
(188 |
) |
Amortization of pension unrealized gain |
|
|
(56 |
) |
|
|
(48 |
) |
|
|
(169 |
) |
|
|
(138 |
) |
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|
|
|
|
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|
|
|
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Other comprehensive income |
|
|
8,032 |
|
|
|
4,474 |
|
|
|
3,174 |
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|
12,128 |
|
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|
|
|
|
|
Comprehensive income |
|
$ |
28,107 |
|
|
$ |
24,541 |
|
|
$ |
62,765 |
|
|
$ |
69,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 4 Computation of Earnings Per Share
The following table sets forth the reconciliation of basic and diluted earnings per share (in
thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income used for calculating basic and diluted earnings per share |
|
$ |
20,075 |
|
|
$ |
20,067 |
|
|
$ |
59,591 |
|
|
$ |
57,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in the calculation of
basic earnings per share |
|
|
95,473 |
|
|
|
94,872 |
|
|
|
95,698 |
|
|
|
94,380 |
|
Common stock equivalents associated with stock-based compensation
plans (1), (2) |
|
|
3,324 |
|
|
|
2,785 |
|
|
|
3,886 |
|
|
|
2,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in the calculation of diluted earnings per share |
|
|
98,797 |
|
|
|
97,657 |
|
|
|
99,584 |
|
|
|
96,885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.21 |
|
|
$ |
0.21 |
|
|
$ |
0.62 |
|
|
$ |
0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.20 |
|
|
$ |
0.21 |
|
|
$ |
0.60 |
|
|
$ |
0.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
For the three months ended September 30, 2010 and 2009, 1.0 million and 1.2 million of common
stock equivalents, respectively, were not included in the computation of diluted earnings per
share because the effect would have been anti-dilutive. |
|
(2) |
|
For the nine months ended September 30, 2010 and 2009, 0.5 million and 3.0 million of common
stock equivalents, respectively, were not included in the computation of diluted earnings per
share because the effect would have been anti-dilutive. |
Note 5 Stock-Based Compensation
The Company grants stock-based compensation awards as an incentive for employees and directors to
contribute to the Companys long-term success. The Company currently awards stock-settled stock
appreciation rights, service- and performance-based restricted stock units, and common stock
equivalents. At September 30, 2010, the Company had approximately 6.7 million shares of its common
stock, par value $.0005 per share (the Common Stock) available for awards of stock-based
compensation under its 2003 Long-Term Incentive Plan.
The Company accounts for stock-based compensation in accordance with FASB ASC Topics 505 and 718,
as interpreted by SEC Staff Accounting Bulletins No. 107 (SAB No. 107) and No. 110 (SAB No.
110). Stock-based compensation expense is based on the fair value of the award on the date of
grant, which is recognized over the related service period, net of estimated forfeitures.
7
The service period is the period over which the related service is performed, which is generally the
same as the vesting period. At the present time, the Company issues treasury shares upon the
exercise, release or settlement of stock-based compensation awards.
Determining the appropriate fair value model and calculating the fair value of stock compensation
awards requires the input of certain highly complex and subjective assumptions, including the
expected life of the stock compensation awards and the Common Stock price volatility. In addition,
determining the appropriate amount of associated periodic expense requires management to estimate
the amount of employee forfeitures and the likelihood of the achievement of certain performance
targets. The assumptions used in calculating the fair value of stock compensation awards and the
associated periodic expense represent managements best estimates, but these estimates involve
inherent uncertainties and the application of judgment. As a result, if factors change and the
Company deems it necessary in the future to modify the assumptions it made or to use different
assumptions, or if the quantity and nature of the Companys stock-based compensation awards
changes, then the amount of expense may need to be adjusted and future stock compensation expense
could be materially different from what has been recorded in the current period.
Stock-Based Compensation Expense
The Company recognized the following amounts of stock-based compensation expense by award type in
the periods indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
Award type: |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Stock appreciation rights (SARs) |
|
$ |
0.9 |
|
|
$ |
1.0 |
|
|
$ |
3.7 |
|
|
$ |
3.4 |
|
Common stock equivalents (CSEs) |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.4 |
|
|
|
0.3 |
|
Restricted stock units (RSUs) |
|
|
6.2 |
|
|
|
5.3 |
|
|
|
19.2 |
|
|
|
15.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7.3 |
|
|
$ |
6.4 |
|
|
$ |
23.3 |
|
|
$ |
19.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation was recognized in the Consolidated Statements of Operations as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
Amount recorded in: |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Cost of services and product development |
|
$ |
3.1 |
|
|
$ |
3.0 |
|
|
$ |
10.9 |
|
|
$ |
9.5 |
|
Selling, general and administrative |
|
|
4.2 |
|
|
|
3.4 |
|
|
|
12.4 |
|
|
|
10.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense |
|
$ |
7.3 |
|
|
$ |
6.4 |
|
|
$ |
23.3 |
|
|
$ |
19.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2010, the Company had $47.1 million of total unrecognized stock-based
compensation cost, which is expected to be recognized as stock-based compensation expense over the
remaining weighted-average service period of approximately 2.1 years.
Stock-Based Compensation Awards
The following disclosures provide information regarding the Companys stock-based compensation
awards, all of which are classified as equity awards in accordance with FASB ASC Topic 505:
Stock Appreciation Rights
Stock-settled stock appreciation rights (SARs) are settled in common shares and are similar to
stock options as they permit the holder to participate in the appreciation of the Common Stock.
SARs may be settled in shares of Common Stock by the employee once the applicable vesting criteria
have been met. SARs vest ratably over a four-year service period and expire seven years from the
grant date. The fair value of SARs awards is recognized as compensation expense on a straight-line
basis over four years. SARs are awarded only to the Companys executive officers.
When SARs are exercised, the number of shares of Common Stock issued is calculated as follows: (1)
the total proceeds from the SARs exercise (calculated as the closing price of the Common Stock on
the date of exercise less the exercise price of the SARs, multiplied by the number of SARs
exercised) is divided by (2) the closing price of the Common Stock on the exercise date. The
Company withholds a portion of the shares of Common Stock issued upon exercise to satisfy minimum
statutory tax withholding requirements. SARs recipients do not have any of the rights of a Gartner
stockholder, including voting rights and the right to receive
8
dividends and distributions, until after actual shares of Common Stock are issued in respect of the
award, which is subject to the prior satisfaction of the vesting and other criteria relating to
such grants.
A summary of the changes in SARs outstanding for the nine months ended September 30, 2010, follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
Weighted |
|
|
|
|
|
|
Per Share |
|
|
Weighted- |
|
|
Average |
|
|
|
|
|
|
Weighted- |
|
|
Average |
|
|
Remaining |
|
|
|
SARs in |
|
|
Average |
|
|
Grant Date |
|
|
Contractual |
|
|
|
millions |
|
|
Exercise Price |
|
|
Fair Value |
|
|
Term |
Outstanding at December 31, 2009 |
|
|
2.9 |
|
|
$ |
15.43 |
|
|
$ |
6.09 |
|
|
4.67 years |
Granted |
|
|
0.6 |
|
|
|
22.06 |
|
|
|
8.27 |
|
|
6.37 years |
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
na |
Exercised |
|
|
(0.6 |
) |
|
|
14.51 |
|
|
|
5.99 |
|
|
na |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2010 (1) |
|
|
2.9 |
|
|
$ |
16.97 |
|
|
$ |
4.90 |
|
|
4.68 years |
|
|
|
|
|
|
|
|
|
|
|
|
Vested and exercisable at September 30,
2010 (1) |
|
|
1.2 |
|
|
$ |
17.03 |
|
|
$ |
6.53 |
|
|
3.67 years |
|
|
|
|
|
|
|
|
|
|
|
|
na=not applicable
|
|
|
(1) |
|
At September 30, 2010, SARs outstanding had an intrinsic value of $35.3 million. SARs vested
and exercisable had an intrinsic value of $14.6 million. |
The fair value of the SARs grants was determined on the date of the grant using the
Black-Scholes-Merton valuation model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
September 30, (1) |
|
|
2010 |
|
2009 |
Expected dividend yield (2) |
|
|
0 |
% |
|
|
0 |
% |
Expected stock price volatility (3) |
|
|
40 |
% |
|
|
50 |
% |
Risk-free interest rate (4) |
|
|
2.4 |
% |
|
|
2.3 |
% |
Expected life in years (5) |
|
|
4.8 |
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company did not make any SARs grants during the three months ended September 30, 2010 or
2009. |
|
(2) |
|
The dividend yield assumption is based on the history and expectation of the Companys
dividend payouts. Historically, Gartner has not paid cash dividends on its Common Stock. |
|
(3) |
|
The determination of expected stock price volatility was based on both historical Common
Stock prices and implied volatility from publicly traded options in Common Stock. |
|
(4) |
|
The risk-free interest rate is based on the yield of a U.S. Treasury security with a maturity
similar to the expected life of the award. |
|
(5) |
|
The expected life in years is based on the simplified calculation provided for in SEC SAB
No. 107. The simplified method determines the expected life in years based on the vesting
period and contractual terms as set forth when the award is made. The Company continues to use
the simplified method for SARs awards, as permitted by SEC SAB No. 110, since it does not have
the necessary historical exercise and forfeiture data to determine an expected life. |
Restricted Stock, Restricted Stock Units, and Common Stock Equivalents
Restricted stock awards give the awardee the right to vote and to receive dividends and
distributions on these shares; however, the awardee may not sell the restricted shares until all
restrictions on the release of the shares have lapsed and the shares are released.
Restricted stock units (RSUs) give the awardee the right to receive shares of Common Stock when the
vesting conditions are met and the restrictions lapse, and each RSU that vests entitles the awardee
to one common share. RSU awardees do not have any of the rights of a Gartner stockholder, including
voting rights and the right to receive dividends and distributions, until after the common shares
are released.
9
Common stock equivalents (CSEs) are convertible into Common Stock, and each CSE entitles the holder
to one common share. Members of our Board of Directors receive directors fees payable in CSEs
unless they opt to receive up to 50% of the fees in cash. Generally, the CSEs are converted when
service as a director terminates unless the director has elected an accelerated release.
The fair value of restricted stock, RSUs, and CSEs is determined on the date of grant based on the
closing price of the Common Stock as reported by the New York Stock Exchange on that date. The fair
value of these awards is recognized as compensation expense as follows: (i) restricted stock awards
vest based on the achievement of a market condition and are expensed on a straight-line basis over
approximately three years; (ii) service-based RSUs vest ratably over four years and are expensed on
a straight-line basis over four years; (iii) performance-based RSUs are subject to both performance
and service conditions, vest ratably over four years, and are expensed on an accelerated basis; and
(iv) CSEs vest immediately and are recorded as expense on the date of grant.
A summary of the changes in restricted stock, RSUs and CSEs during the nine months ended September
30, 2010, follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
Weighted- |
|
|
Common |
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
Restricted |
|
|
Average |
|
|
Stock |
|
|
Average |
|
|
|
Restricted |
|
|
Grant Date |
|
|
Stock Units |
|
|
Grant Date |
|
|
Equivalents |
|
|
Grant Date |
|
|
|
Stock |
|
|
Fair Value (1) |
|
|
(RSUs) |
|
|
Fair Value (1) |
|
|
(CSEs) |
|
|
Fair Value (1) |
|
Outstanding at December 31, 2009 |
|
|
200,000 |
|
|
$ |
7.30 |
|
|
|
3,763,805 |
|
|
$ |
14.57 |
|
|
|
135,224 |
|
|
|
na |
|
Granted (2), (3) |
|
|
|
|
|
|
|
|
|
|
1,117,721 |
|
|
|
22.17 |
|
|
|
14,627 |
|
|
$ |
24.93 |
|
Vested or released |
|
|
|
|
|
|
|
|
|
|
(1,432,709 |
) |
|
|
15.20 |
|
|
|
(34,859 |
) |
|
|
na |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
(56,856 |
) |
|
|
16.59 |
|
|
|
|
|
|
|
na |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2010 (4), (5) |
|
|
200,000 |
|
|
$ |
7.30 |
|
|
|
3,391,961 |
|
|
$ |
16.52 |
|
|
|
114,992 |
|
|
|
na |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
na=not available
|
|
|
(1) |
|
Per share. |
|
(2) |
|
The 1.1 million RSUs granted in 2010 consisted of 0.5 million performance-based RSUs awarded
to executives and 0.6 million service-based RSUs awarded to non-executive employees and
certain board members. The 0.5 million performance-based RSUs represents the target amount of
the award. The actual number of RSUs that will ultimately be granted will be between 0% and
200% of the target amount, depending on the level of achievement of the performance metric.
For 2010, the performance metric is the dollar level of the Companys ending
subscription-based contract value. If the specified minimum level of achievement is not met,
the performance-based RSUs will be forfeited in their entirety, and any compensation expense
already recorded will be reversed. |
|
(3) |
|
CSEs represent fees paid to directors. The CSEs vest when granted and are convertible into
common shares when the director leaves the Board of Directors or earlier if the director
elects to accelerate the release. |
|
(4) |
|
Vesting on the 200,000 shares of restricted stock held by our CEO is subject to a market
condition as follows: (i) 100,000 shares will vest when the Common Stock trades at an average
price of $25 or more each trading day for sixty consecutive trading days; and (ii) 100,000
shares will vest when the Common Stock trades at an average price of $30 or more each trading
day for sixty consecutive trading days. There is no remaining unamortized cost on this grant.
On October 25, 2010, subsequent to quarter-end, 100,000 of these restricted shares vested
after the average price exceeded $25 per share for sixty consecutive trading days. |
|
(5) |
|
The weighted-average remaining contractual term of the RSUs is 1.36 years. The restricted
stock awards and the CSEs have no defined contractual term. |
Stock Options
Historically, the Company granted stock options to employees that allowed them to purchase shares
of the Common Stock at a certain price. The Company has not made any stock option grants since
2006. All outstanding options are fully vested and there is no remaining unamortized cost. The
Company received approximately $17.2 million and $9.0 million in cash from option exercises in the
nine months ended September 30, 2010 and 2009, respectively.
10
A summary of the changes in stock options outstanding in the nine months ended September 30, 2010,
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Remaining |
|
|
Aggregate |
|
|
|
Options in |
|
|
Average |
|
|
Contractual |
|
|
Intrinsic Value |
|
|
|
millions |
|
|
Exercise Price |
|
|
Term |
|
|
(in millions) |
|
Vested and outstanding at December 31, 2009 |
|
|
4.7 |
|
|
$ |
10.65 |
|
|
3.07 years |
|
$ |
34.8 |
|
Expired |
|
|
|
|
|
|
|
|
|
|
na |
|
|
|
na |
|
Exercised (1) |
|
|
(1.7 |
) |
|
|
10.14 |
|
|
|
na |
|
|
|
na |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and outstanding at September 30, 2010 |
|
|
3.0 |
|
|
$ |
10.94 |
|
|
2.68 years |
|
$ |
55.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
na=not applicable
|
|
|
(1) |
|
Options exercised during the nine months ended September 30, 2010, had an intrinsic value of
$26.5 million. |
Employee Stock Purchase Plan
The Company has an employee stock purchase plan (the ESPP Plan) under which eligible employees
are permitted to purchase Common Stock through payroll deductions, which may not exceed 10% of an
employees compensation (or $23,750 in any calendar year), at a price equal to 95% of the closing
price of the Common Stock as reported by the New York Stock Exchange at the end of each offering
period.
At September 30, 2010, the Company had approximately 1.5 million shares available for purchase
under the ESPP Plan. The ESPP Plan is considered non-compensatory under FASB ASC Topic 718, and as
a result the Company does not record compensation expense related to employee share purchases. The
Company received approximately $2.2 million and $2.0 million in cash from share purchases under the
ESPP Plan in the nine months ended September 30, 2010 and 2009, respectively.
Note 6 Segment Information
The Company manages its business in three reportable segments: Research, Consulting and Events.
Research consists primarily of subscription-based research products, access to research inquiry, as
well as peer networking services and membership programs. Consulting consists primarily of
consulting, measurement engagements, and strategic advisory services. Events consists of various
symposia, conferences, and exhibitions.
The Company evaluates reportable segment performance and allocates resources based on gross
contribution margin. Gross contribution, as presented in the table below, is defined as operating
income excluding certain Cost of services and product development and Selling, general and
administrative (SG&A) expenses, depreciation, acquisition and integration charges, amortization
of intangibles, and Other charges. Certain bonus and fringe benefit costs included in consolidated
Cost of services and product development are not allocated to segment expense. The accounting
policies used by the reportable segments are the same as those used by the Company.
The Company does not identify or allocate assets, including capital expenditures, by reportable
segment. Accordingly, assets are not reported by segment because the information is not available
and is not reviewed in the evaluation of segment performance or in making decisions in the
allocation of resources. There are no inter-segment revenues.
11
The following tables present information about the Companys reportable segments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
|
|
Consulting |
|
|
Events |
|
|
Consolidated |
|
Three Months Ended September 30, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
214,680 |
|
|
$ |
65,397 |
|
|
$ |
16,045 |
|
|
$ |
296,122 |
|
Gross contribution |
|
|
140,605 |
|
|
|
23,981 |
|
|
|
5,974 |
|
|
|
170,560 |
|
Corporate and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(137,797 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
32,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
|
|
Consulting |
|
|
Events |
|
|
Consolidated |
|
Three Months Ended September 30, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
185,718 |
|
|
$ |
65,708 |
|
|
$ |
16,043 |
|
|
$ |
267,469 |
|
Gross contribution |
|
|
122,611 |
|
|
|
23,658 |
|
|
|
5,934 |
|
|
|
152,203 |
|
Corporate and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(124,682 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
|
|
Consulting |
|
|
Events |
|
|
Consolidated |
|
Nine Months Ended September 30, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
634,448 |
|
|
$ |
212,796 |
|
|
$ |
58,906 |
|
|
$ |
906,150 |
|
Gross contribution |
|
|
415,311 |
|
|
|
84,222 |
|
|
|
22,688 |
|
|
|
522,221 |
|
Corporate and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(426,030 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
96,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
|
|
Consulting |
|
|
Events |
|
|
Consolidated |
|
Nine Months Ended September 30, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
557,325 |
|
|
$ |
205,341 |
|
|
$ |
48,307 |
|
|
$ |
810,973 |
|
Gross contribution |
|
|
366,807 |
|
|
|
78,314 |
|
|
|
16,300 |
|
|
|
461,421 |
|
Corporate and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(368,688 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
92,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 7 Goodwill and Intangible Assets
Goodwill
Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair
value of the tangible and identifiable intangible net assets acquired. The evaluation of goodwill
is performed in accordance with FASB ASC Topic 350, which requires an annual assessment of
potential goodwill impairment at the reporting unit level. A reporting unit can be an operating
segment or a business if discrete financial information is prepared and reviewed by management.
Under the impairment test, if a reporting units carrying amount exceeds its estimated fair value,
goodwill impairment is recognized to the extent that the reporting units carrying amount of
goodwill exceeds the implied fair value of the goodwill. The fair value of reporting units is
estimated using discounted cash flows, market multiples, and other valuation techniques.
The following table presents changes to the carrying amount of goodwill by reporting segment during
the nine months ended September 30, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
|
|
Consulting |
|
|
Events |
|
|
Total |
|
Balance, December 31, 2009 |
|
$ |
370,630 |
|
|
$ |
100,744 |
|
|
$ |
42,238 |
|
|
$ |
513,612 |
|
Foreign currency translation adjustments and other (1) |
|
|
(2,836 |
) |
|
|
(802 |
) |
|
|
(322 |
) |
|
|
(3,960 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2010 (2) |
|
$ |
367,794 |
|
|
$ |
99,942 |
|
|
$ |
41,916 |
|
|
$ |
509,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes the impact of foreign currency translation and certain immaterial adjustments
related to the acquisitions of AMR Research and Burton Group. The Company finalized the
allocation of the purchase price related to the acquisitions of AMR Research and Burton Group
in September 2010. |
|
(2) |
|
The Company did not record any goodwill impairment losses during the nine months ended
September 30, 2010 or the fiscal year ended December 31, 2009. In addition, the Company does
not have any accumulated goodwill impairment losses. |
12
Other Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer |
|
|
Noncompete |
|
|
|
|
September 30, 2010 |
|
Content |
|
|
Trade Name |
|
|
Relationships |
|
|
Agreements |
|
|
Total |
|
Gross cost |
|
$ |
10,634 |
|
|
$ |
5,758 |
|
|
$ |
7,210 |
|
|
$ |
210 |
|
|
$ |
23,812 |
|
Accumulated amortization |
|
|
(5,317 |
) |
|
|
(864 |
) |
|
|
(1,351 |
) |
|
|
(164 |
) |
|
|
(7,696 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
$ |
5,317 |
|
|
$ |
4,894 |
|
|
$ |
5,859 |
|
|
$ |
46 |
|
|
$ |
16,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer |
|
|
Noncompete |
|
|
|
|
December 31, 2009 |
|
Content |
|
|
Trade Name |
|
|
Relationships |
|
|
Agreements |
|
|
Total |
|
Gross cost |
|
$ |
10,634 |
|
|
$ |
5,758 |
|
|
$ |
14,910 |
|
|
$ |
416 |
|
|
$ |
31,718 |
|
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
(7,315 |
) |
|
|
(290 |
) |
|
|
(7,605 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
$ |
10,634 |
|
|
$ |
5,758 |
|
|
$ |
7,595 |
|
|
$ |
126 |
|
|
$ |
24,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All of the Companys other intangible assets are being amortized against earnings over the
following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer |
|
Noncompete |
|
|
Content |
|
Trade Name |
|
Relationships |
|
Agreements |
Useful Life (Years)
|
|
|
1.5 |
|
|
|
5 |
|
|
|
4 |
|
|
2-5 |
Aggregate amortization expense related to intangible assets was $2.5 million and $0.4 million for
the three months ended September 30, 2010 and 2009, respectively, and $8.0 million and $1.2 million
for the nine months ended September 30, 2010 and 2009, respectively. The additional amortization
was due to acquired intangibles from the AMR Research and Burton Group acquisitions.
The estimated future amortization expense by year from purchased intangibles is as follows (in
thousands):
|
|
|
|
|
2010 (remaining three months) |
|
$ |
2,541 |
|
2011 |
|
|
6,525 |
|
2012 |
|
|
2,955 |
|
2013 |
|
|
2,955 |
|
2014 |
|
|
1,140 |
|
|
|
|
|
|
|
$ |
16,116 |
|
|
|
|
|
Note 8 Debt
Credit Facility
The Company has a Credit Agreement dated as of January 31, 2007, that provides for a $300.0 million
revolving credit facility and a five-year, $180.0 million term loan (the original term loan). On
April 9, 2008, the Company entered into a First Amendment with the lenders to the Credit Agreement,
which provided for a new $150.0 million term loan (the 2008 term loan). The revolving credit
facility may be increased up to an additional $100.0 million at the discretion of the Companys
lenders (the expansion feature), for a total revolving credit facility of $400.0 million.
However, the $100.0 million expansion feature may or may not be available to the Company depending
upon prevailing credit market conditions. To date, the Company has not sought to borrow under the
expansion feature.
The following table provides information regarding amounts outstanding under the Companys Credit
Agreement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
Amount |
|
|
|
|
|
|
Outstanding |
|
|
Outstanding |
|
|
Annualized |
|
|
|
December 31, 2009 |
|
|
September 30, 2010 |
|
|
Interest Rates |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
|
September 30, 2010 (3) |
|
Description: |
|
|
|
|
|
|
|
|
|
|
|
|
Original term loan (1) |
|
$ |
126,000 |
|
|
$ |
90,000 |
|
|
1.17% |
|
2008 term loan (1) |
|
|
75,000 |
|
|
|
55,000 |
|
|
1.54% |
|
Revolver (2) |
|
|
128,000 |
|
|
|
155,000 |
|
|
1.20% |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
329,000 |
|
|
$ |
300,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
(1) |
|
During the nine months ended September 30, 2010, the Company repaid $56.0 million of the term
loans. |
|
(2) |
|
The Company had $142.0 million of available borrowing capacity on the revolver (not including
the expansion feature) as of September 30, 2010. |
|
(3) |
|
The annualized interest rates on the original term loan and the 2008 term loan consisted of a
three-month LIBOR base rate plus margins of 0.88% and 1.25%, respectively. The revolver
borrowings were all three months or less, and the annualized rate consisted of a
weighted-average of the LIBOR rates plus a margin of 0.88%. |
Borrowings under the Credit Agreement carry interest rates that are either prime-based or
Libor-based. Interest rates under these borrowings include a base rate plus a margin between 0.00%
and 0.75% on Prime-based borrowings and between 0.625% and 1.75% on Libor-based borrowings.
Generally, the Companys borrowings are Libor-based. The revolving loans may be borrowed, repaid
and reborrowed until January 31, 2012, at which time all amounts borrowed must be repaid. The
revolver borrowing capacity is reduced for both amounts outstanding under the revolver and for
letters of credit.
The original term loan will be repaid in 18 consecutive quarterly installments which commenced on
September 30, 2007, with the final payment due on January 31, 2012, and may be prepaid at any time
without penalty or premium at the option of the Company. The 2008 term loan is co-terminus with the
original 2007 term loan under the Credit Agreement and will be repaid in 16 consecutive quarterly
installments plus a final payment due on January 31, 2012, and may be prepaid at any time without
penalty or premium at the option of Gartner.
The Credit Agreement contains certain customary restrictive loan covenants, including, among
others, financial covenants requiring a maximum leverage ratio, a minimum fixed charge coverage
ratio, and a minimum annualized contract value ratio and covenants limiting Gartners ability to
incur indebtedness, grant liens, make acquisitions, be acquired, dispose of assets, pay dividends,
repurchase stock, make capital expenditures, and make investments. A failure to comply with these
covenants in the future could result in acceleration of all amounts outstanding under the Credit
Agreement, which would materially impact our financial condition unless accommodations could be
negotiated with our lenders. The Company was in full compliance with its financial covenants as of
September 30, 2010 and December 31, 2009.
The Companys Credit Agreement expires in January 2012. The Company is currently exploring
refinancing options, which may result in the accelerated payment of the amounts outstanding as of
September 30, 2010.
Letters of Credit
The Company provides letters of credit and similar guarantees in the ordinary course of business to
facilitate transactions with customers and others. At September 30, 2010, the Company had
outstanding letters of credit and related guarantees of approximately $5.3 million.
Note 9 Equity and Stock Programs
Share Repurchases
On August 5, 2010, the Companys Board of Directors approved a new $500.0 million share repurchase
program to be utilized to acquire additional shares of Common Stock. Repurchases may be made from
time-to-time through open market purchases, private transactions, tender offers or other
transactions. The amount and timing of repurchases will be subject to the availability of stock,
prevailing market conditions, the trading price of the stock, the Companys financial performance
and other conditions. Repurchases may also be made from time-to-time in connection with the
settlement of the Companys shared-based compensation awards. Repurchases will be funded from cash
flow from operations and borrowings under the Companys Credit Agreement.
14
The Companys share repurchase activity was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Number of shares repurchased |
|
|
48,904 |
|
|
|
4,531 |
|
|
|
3,188,945 |
|
|
|
305,482 |
|
Cost of repurchased shares (in thousands) (1), (2): |
|
$ |
1,372 |
|
|
$ |
75 |
|
|
$ |
76,475 |
|
|
$ |
3,734 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These share repurchases were made under the Companys previously authorised share repurchase program. |
|
(2) |
|
As of September 30, 2010, the Company had $500.0 million available for share repurchases under its new repurchase program. |
Note 10 Income Taxes
The provision for income taxes was $9.3 million for the three months ended September 30, 2010
compared to $2.4 million in the prior year quarter. The effective tax rate was 31.7% for the three
months ended September 30, 2010 and 10.7% for the same period in 2009. The increase in the
effective tax rate was primarily due to the impact of certain discrete items as well as a change in
the estimated annual mix of pre-tax income by jurisdiction. Discrete items in the three months
ended September 30, 2009 included the release of approximately $3.4 million of reserves and $0.5
million of related interest reserves due to the expiration of the
relevant statutes of limitation.
The provision for income taxes was $27.8 million for the nine months ended September 30, 2010
compared to $19.9 million in the same period in 2009. The effective tax rate was 31.8% for the nine
months ended September 30, 2010 and 25.8% for the same period in 2009. The increase in the
effective tax rate was primarily due to the impact of certain discrete items as well as a change in
the estimated annual mix of pre-tax income by jurisdiction. Discrete items in the nine months
ended September 30, 2009 included the release of approximately $3.4 million of reserves and $0.5
million of related interest reserves due to the expiration of the
relevant statutes of limitation.
As of September 30, 2010 and December 31, 2009, the Company had gross unrecognized tax benefits of
$14.5 and $13.8 million, respectively. It is reasonably possible that the gross unrecognized tax
benefits will be decreased by $0.7 million within the next 12 months, primarily due to settlements
of outstanding audits and the expiration of the relevant statutes of limitation. As of September
30, 2010 and December 31, 2009, the Company had Other liabilities of $13.8 million and $13.5
million, respectively, related to long term uncertain tax positions.
The Internal Revenue Service has completed its examination of the Federal income tax return of the
Company for the tax year ended December 31, 2007. The Company has not yet received a report of the
findings. The Company believes that it has recorded reserves sufficient to cover exposures related
to such review. However, the resolution of such matters involves uncertainties and there are no
assurances that the ultimate resolution will not exceed the amounts we have recorded.
Additionally, the results of an audit could have a material effect on our financial position,
results of operations, and cash flows in the period or periods for which that determination is
made.
Note 11 Derivatives and Hedging
The Company typically enters into a limited number of derivative contracts to offset the
potentially negative effects of interest rate and foreign exchange movements. The Company accounts
for its outstanding derivative contracts in accordance with FASB ASC Topic 815, which requires all
derivatives, whether designated as hedges or not, to be recorded on the balance sheet at fair
value.
The following tables provide information regarding the Companys outstanding derivatives contracts
(in thousands, except for number of outstanding contracts):
September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Contract |
|
|
Fair Value |
|
|
Balance |
|
|
(Loss) Gain |
|
|
|
Outstanding |
|
|
Notional |
|
|
(Liability) |
|
|
Sheet |
|
|
Recorded in |
|
Derivative Contract Type |
|
Contracts |
|
|
Amount |
|
|
Asset (4) |
|
|
Line Item |
|
|
OCI (5) |
|
Interest Rate Swap (1) |
|
|
1 |
|
|
$ |
90,000 |
|
|
$ |
(3,695 |
) |
|
Other liabilities |
|
$ |
(2,750 |
) |
Interest Rate Swap (2) |
|
|
1 |
|
|
|
82,500 |
|
|
|
(1,871 |
) |
|
Other liabilities |
|
|
(534 |
) |
Foreign Currency Forwards (3) |
|
|
20 |
|
|
|
82,460 |
|
|
|
(426 |
) |
|
Accrued liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
22 |
|
|
$ |
254,960 |
|
|
$ |
(5,992 |
) |
|
|
|
|
|
$ |
(3,284 |
) |
|
|
|
|
|
|
|
|
|
|
15
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Contract |
|
|
Fair Value |
|
|
Balance |
|
|
(Loss) Gain |
|
|
|
Outstanding |
|
|
Notional |
|
|
(Liability) |
|
|
Sheet |
|
|
Recorded in |
|
Derivative Contract Type |
|
Contracts |
|
|
Amount |
|
|
Asset (4) |
|
|
Line Item |
|
|
OCI (5) |
|
Interest Rate Swap (1) |
|
|
1 |
|
|
$ |
126,000 |
|
|
$ |
(6,594 |
) |
|
Other liabilities |
|
$ |
(3,956 |
) |
Interest Rate Swap (2) |
|
|
1 |
|
|
|
112,500 |
|
|
|
(2,769 |
) |
|
Other liabilities |
|
|
(1,090 |
) |
Foreign Currency Forwards (3) |
|
|
19 |
|
|
|
117,300 |
|
|
|
740 |
|
|
Other current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
21 |
|
|
$ |
355,800 |
|
|
$ |
(8,623 |
) |
|
|
|
|
|
$ |
(5,046 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On September 30, 2010, the Company discontinued hedge accounting on this interest rate swap.
The Company previously designated this interest rate swap as a cash flow hedge of the
forecasted interest payments on the Original term loan, and as a result the changes in fair
value were recorded in OCI, net of tax effect. The remaining deferred loss in OCI will be
amortized against earnings through the maturity of the loan since the Company cannot conclude
at this time that the forecasted interest payments are not probable of occurring. Future
changes in fair value of this swap will be recognized in earnings. |
|
(2) |
|
On September 30, 2009, the Company discontinued hedge accounting on this interest rate swap.
The Company previously designated this interest rate swap as a cash flow hedge of the
forecasted interest payments on the 2008 term loan, and as a result the changes in fair value
were recorded in OCI, net of tax effect. The remaining deferred loss in OCI will be amortized
against earnings through the maturity of the loan since the Company cannot conclude at this
time that the forecasted interest payments are not probable of occurring. Changes in fair
value of the swap are currently recognized in earnings. |
|
(3) |
|
The Company has foreign exchange transaction risk since it typically enters into transactions
in the normal course of business that are denominated in foreign currencies that differ from
the local functional currencies in which the Company and its subsidiaries operate. The Company
may enter into foreign currency forward exchange contracts to offset the effects of this
foreign currency transaction risk. These contracts are normally short term in duration. Both
realized and unrealized gains and losses are recognized in earnings since the Company does not
designate these contracts as hedges for accounting purposes. |
|
(4) |
|
See Note 12 Fair Value Disclosures for the determination of the fair value of these
instruments. |
|
(5) |
|
Represents the amount recorded in OCI, net of tax effect. |
At September 30, 2010, the Companys derivative counterparties were all large investment grade
financial institutions. The Company did not have any collateral arrangements with its derivative
counterparties, and none of the derivative contracts contained credit-risk related contingent
features.
The following table provides information regarding derivative gains and losses that have been
recognized in the Condensed Consolidated Statements of Operations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
Amount recorded in: |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Interest expense, net (1) |
|
$ |
1,799 |
|
|
$ |
3,435 |
|
|
$ |
6,117 |
|
|
$ |
7,291 |
|
Other expense (income), net (2) |
|
|
1,497 |
|
|
|
783 |
|
|
|
(1,413 |
) |
|
|
(1,160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense, net |
|
$ |
3,296 |
|
|
$ |
4,218 |
|
|
$ |
4,704 |
|
|
$ |
6,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes interest expense recorded on the two interest rate swap contracts. |
|
(2) |
|
Includes realized and unrealized gains and losses on foreign currency forward contracts. |
16
Note 12 Fair Value Disclosures
The Companys financial instruments include cash and cash equivalents, fees receivable from
customers, accounts payable, and accruals which are normally short-term in nature. The Company
believes the carrying amounts of these financial instruments reasonably approximates their fair
value.
At September 30, 2010, the Company had $300.0 million of outstanding floating rate debt, which is
carried at amortized cost. The Company believes the carrying amount of the debt reasonably
approximates its fair value as the rate of interest on the term loans and revolver are floating
rate which reflect current market rates of interest for similar instruments with comparable
maturities.
FASB ASC Topic 820 provides a framework for measuring fair value and a valuation hierarchy based
upon the transparency of inputs used in the valuation of an asset or liability. Classification
within the hierarchy is based upon the lowest level of input that is significant to the resulting
fair value measurement. The valuation hierarchy contains three levels:
|
|
Level 1 Valuation inputs are unadjusted quoted market prices for identical assets or
liabilities in active markets. |
|
|
Level 2 Valuation inputs are quoted prices for identical assets or liabilities in markets
that are not active, quoted market prices for similar assets and liabilities in active markets
and other observable inputs directly or indirectly related to the asset or liability being
measured. |
|
|
Level 3 Valuation inputs are unobservable and significant to the fair value measurement. |
The following table presents Company assets and liabilities measured at fair value on a recurring
basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
Fair Value |
|
|
|
September 30, 2010 |
|
|
December 31, 2009 |
|
Description: |
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
Deferred compensation assets (1) |
|
$ |
22,238 |
|
|
$ |
20,214 |
|
Foreign currency forward contracts, net (2) |
|
|
|
|
|
|
740 |
|
|
|
|
|
|
|
|
|
|
$ |
22,238 |
|
|
$ |
20,954 |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Interest rate swap contracts (3) |
|
$ |
5,566 |
|
|
$ |
9,363 |
|
Foreign currency forward contracts, net (2) |
|
|
387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,953 |
|
|
$ |
9,363 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company has two supplemental deferred compensation arrangements for the benefit of
certain highly compensated officers, managers and other key employees. The assets consist of
investments in money market and mutual funds, and company-owned life insurance. The money
market and mutual funds consist of cash equivalents or securities traded in active markets,
which the Company considers the fair value of these assets to be based on a Level 1 input. The
value of the Company-owned life insurance is based on indirectly observable prices, which the
Company considers to be a Level 2 input. |
|
(2) |
|
The Company enters into foreign currency forward exchange contracts to hedge the effects of
adverse fluctuations in foreign currency exchange rates (see Note 11Derivatives and
Hedging). Valuation of the foreign currency forward contracts is based on foreign currency
exchange rates in active markets; thus the Company measures the fair value of these contracts
under a Level 2 input. |
|
(3) |
|
The Company has two interest rate swap contracts (see Note 11Derivatives and Hedging). To
determine the fair value of the swaps, the Company relies on mark-to-market valuations
prepared by third-party brokers based on observable interest rate yield curves. Accordingly,
the fair value of the swaps is determined under a Level 2 input. |
17
Note 13 Employee Benefits
Defined Benefit Pension Plans
The Company has defined-benefit pension plans in several of its international locations. Benefits
paid under these plans are based on years of service and level of employee compensation. The
Company accounts for material defined benefit plans in accordance with FASB ASC Topics 715 and 960.
None of these plans have plan assets as defined under FASB ASC Topic 960. Net periodic pension
expense was $0.5 million for both the three months ended September 30, 2010 and 2009, and $1.3
million for both the nine months ended September 30, 2010 and 2009.
Note 14 Commitments and Contingencies
Stamford Headquarters Lease Renewal
Our corporate headquarters is located in approximately 213,000 square feet of leased office space
in three buildings located in Stamford, Connecticut. Our Stamford facility accommodates research
and analysis, marketing, sales, client support, production, corporate services, executive offices,
and administration.
On April 16, 2010, the Company entered into an amended and restated lease agreement (the 2010
Lease) for the Stamford headquarters facility. Under the terms of the 2010 Lease, the landlord
will provide up to $25.0 million to be used to renovate the three buildings and the parking areas
comprising the facility. The 2010 Lease provides for a term of fifteen years, which commences after
the earlier of the completion of all of the renovations or June 1, 2012. The 2010 Lease also grants
the Company three options to renew at fair market value for five years each, and an option to
purchase at fair market value.
In accordance with FASB ASC Topic 840, the Company will account for the 2010 Lease as an operating
lease. The total minimum payments the Company will be obligated to pay under the 2010 Lease,
including contractual escalation clauses and reduced rents during the renovation period, will be
expensed on a straight-line basis over the lease term. The total minimum lease payments under this
non-cancelable lease agreement are approximately $59.0 million. The tenant improvement allowance
was recorded as deferred rent (liability) and will be amortized as a reduction to rent expense on a
straight-line basis over the term of the lease. Leasehold improvements for which Gartner is
determined to be the owner for accounting purposes will be capitalized as fixed assets and
amortized to depreciation expense.
The State of Connecticut has made certain tax and financial incentives available to the Company
that may be used in connection with the renovation of the Stamford facility. These
incentives include a $1.0 million sales tax exemption for construction materials, furniture,
fixtures and equipment purchased for the facility, a $5.0 million ten year loan and up to $20.0
million in state income tax credits. The loan, which has not been
drawn down by the Company, may be forgiven in part subject to
achievement of certain employment growth. The tax
credits will be available beginning in 2012 through 2018 and are contingent upon the achievement of
certain employment growth and capital investment thresholds.
Contingencies
We are involved in legal proceedings and litigation arising in the ordinary course of business. We
believe that the potential liability, if any, in excess of amounts already accrued from all
proceedings, claims and litigation will not have a material effect on our financial position or
results of operations when resolved in a future period.
The Company has various agreements that may obligate us to indemnify the other party with respect
to certain matters. Generally, these indemnification clauses are included in contracts arising in
the normal course of business under which we customarily agree to hold the other party harmless
against losses arising from a breach of representations related to such matters as title to assets
sold and licensed or certain intellectual property rights. It is not possible to predict the
maximum potential amount of future payments under these indemnification agreements due to the
conditional nature of the Companys obligations and the unique facts of each particular agreement.
Historically, payments made by us under these agreements have not been material. As of September
30, 2010, the Company did not have any indemnification agreements that would require material
payments.
18
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of the following Managements Discussion and Analysis (MD&A) is to help facilitate
the understanding of significant factors influencing the quarterly operating results, financial
condition and cash flows of Gartner, Inc. Additionally, the MD&A also conveys our expectations of
the potential impact of known trends, events or uncertainties that may impact future results. You
should read this discussion in conjunction with our condensed consolidated financial statements and
related notes included in this report and in our Annual Report on Form 10-K for the year ended
December 31, 2009. Historical results and percentage relationships are not necessarily indicative
of operating results for future periods. References to the Company, we, our, and us in this
MD&A are to Gartner, Inc. and its subsidiaries.
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009, in
December 2009 we acquired AMR Research, Inc. (AMR Research), and Burton Group, Inc. (Burton
Group). As a result, the MD&A disclosures herein include the operating results and business
measurements of these acquired businesses for the three and nine months ended September 30, 2010,
but excludes them for the comparable periods of 2009.
Forward-Looking Statements
In addition to historical information, this Quarterly Report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other
than statements of historical fact, including statements regarding our expectations, beliefs,
hopes, intentions or strategies regarding the future. In some cases, forward-looking statements can
be identified by the use of words such as may, will, expects, should, believes, plans,
anticipates, estimates, predicts, potential, continue, or other words of similar meaning.
Forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from those discussed in, or implied by, the forward-looking statements.
Factors that might cause such a difference include, but are not limited to, those discussed in
Factors That May Affect Future Performance and elsewhere in this report and in our Annual Report
on Form 10-K for the year ended December 31, 2009. Readers should not place undue reliance on these
forward-looking statements, which reflect managements opinion only as of the date on which they
were made. Except as required by law, we disclaim any obligation to review or update these
forward-looking statements to reflect events or circumstances as they occur. Readers also should
review carefully any risk factors described in other reports filed by us with the Securities and
Exchange Commission.
BUSINESS OVERVIEW
Gartner, Inc. is the worlds leading information technology research and advisory company that
helps executives use technology to build, guide and grow their enterprises. We offer independent
and objective research and analysis on the information technology, computer hardware, software,
communications and related technology industries. We provide comprehensive coverage of the IT
industry to 11,000 client organizations, including approximately 400 of the Fortune 500 companies,
across 85 countries. Our client base consists primarily of CIOs and other senior IT and executives
from a wide variety of business enterprises, government agencies and the investment community.
We have three business segments: Research, Consulting and Events.
|
|
Research provides insight for CIOs, other IT executives and professionals, business leaders,
technology companies and the investment community through research reports and briefings,
access to our analysts, as well as peer networking services and membership programs. |
|
|
Consulting consists primarily of client engagements that utilize our research insight,
benchmarking data, problem-solving methodologies and hands on experience to improve the return
on an organizations IT investment through assessments of cost, performance, efficiency and
quality. |
|
|
Events consists of various symposia, summits, and conferences focused on the IT industry as a
whole, as well as IT applicable to particular industries and particular roles within an
organization. |
19
BUSINESS MEASUREMENTS
We believe the following business measurements are important performance indicators for our
business segments:
|
|
|
BUSINESS SEGMENT |
|
BUSINESS MEASUREMENTS |
Research
|
|
Contract value represents the value attributable to all of our subscription-related
research products that recognize revenue on a ratable basis. Contract value is calculated
as the annualized value of all subscription research contracts in effect at a specific
point in time, without regard to the duration of the contract. |
|
|
|
|
|
Client retention rate represents a measure of client satisfaction and renewed business
relationships at a specific point in time. Client retention is calculated on a percentage
basis by dividing our current clients, who were also clients a year ago, by all clients
from a year ago. |
|
|
|
|
|
Wallet retention rate represents a measure of the amount of contract value we have
retained with clients over a twelve-month period. Wallet retention is calculated on a
percentage basis by dividing the contract value of clients, who were clients one year
earlier, by the total contract value from a year earlier, excluding the impact of foreign
currency exchange. When wallet retention exceeds client retention, it is an indication of
retention of higher-spending clients, or increased spending by retained clients, or both. |
|
|
|
|
|
Number of executive program members represents the number of paid participants in
executive programs. |
|
|
|
|
|
|
Consulting
|
|
Consulting backlog represents future revenue to be derived from in-process consulting,
measurement and strategic advisory services engagements. |
|
|
|
|
|
Utilization rates represent a measure of productivity of our consultants. Utilization
rates are calculated for billable headcount on a percentage basis by dividing total hours
billed by total hours available to bill. |
|
|
|
|
|
Billing Rate represents earned billable revenue divided by total billable hours. |
|
|
|
|
|
Average annualized revenue per billable headcount represents a measure of the revenue
generating ability of an average billable consultant and is calculated periodically by
multiplying the average billing rate per hour times the utilization percentage times the
billable hours available for one year. |
|
|
|
|
|
|
Events
|
|
Number of events represents the total number of hosted events completed during the period. |
|
|
|
|
|
Number of attendees represents the number of people who attend events. |
|
|
|
EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION
The cornerstones of our growth strategy are to focus on producing extraordinary research content,
deliver innovative and highly differentiated product offerings, enhance our sales capability,
provide world class client service, and improve our operational effectiveness.
We had total revenues of $296.1 million in the third quarter of 2010, an increase of 11% compared
to the prior year quarter. Adjusted for the unfavorable effect of foreign currency translation,
total revenues were up 12% quarter-over-quarter. Revenues increased 16% in our Research segment,
while both Consulting and Events were essentially flat; however, adjusted for foreign currency
translation, segment revenues were up 17%, 2%, and 3%, respectively. We had net income of $20.1
million in the third quarter of both 2010 and 2009, but diluted earnings per share declined $0.01
quarter-over-quarter due to higher diluted shares.
For the nine month periods, 2010 revenues increased 12% over 2009, while diluted earnings per share
increased by $.01 per share, to $0.60.
Research revenues rose 16% quarter-over-quarter, to $214.7 million in the third quarter of 2010
from $185.7 million in the prior year quarter, while the contribution margin declined by 1 point,
to 65%. For the nine month periods, Research revenues rose 14%. At September 30, 2010, Research
contract value was over $905.0 million, an increase of 22% over September 30, 2009. Client
retention was 82% and wallet retention was 95% at September 30, 2010.
20
Consulting revenues were essentially flat in the three months ended September 30, 2010 compared to
the same quarter in 2009, while the segment contribution margin improved by 1 point. Consultant
utilization was 65% for the three months ended September 30, 2010, a 1 point increase over the
prior year quarter, and we had 453 billable consultants at September 30, 2010. For the nine month
periods, 2010 revenue increased 4% over 2009, while the gross contribution margin improved by 2
points.
Events revenues were flat quarter-over-quarter, with 14 events held in the third quarter of 2010
compared to 15 in the prior year quarter. The segment contribution margin was 37% for both
quarters. We held 44 events in the nine months ended September 30, 2010, with a 22% increase in
revenues and a 5 point increase in the gross contribution margin. The number of attendees increased
10% quarter-over-quarter and 32% when comparing the nine month periods.
For a more detailed discussion of our segment results, see Segment Results below.
We had over $148.0 million of cash and cash equivalents as of September 30, 2010, and we had $142.0
million of available borrowing capacity under our revolving credit facility. We believe we have a
strong cash position and adequate borrowing capacity.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements requires the application of appropriate accounting policies
and the use of estimates. The policies discussed below are considered by management to be critical
to an understanding of Gartners financial statements because their application requires complex
and subjective management judgments and estimates. Risks related to these critical accounting
policies are described below.
Revenue recognition We recognize revenue in accordance with SEC Staff Accounting Bulletin No.
101, Revenue Recognition in Financial Statements (SAB 101), and SEC Staff Accounting Bulletin No.
104, Revenue Recognition (SAB 104). Once all required criteria for revenue recognition have been
met, revenue by significant source is accounted for as follows:
|
|
|
Research revenues are derived from subscription contracts for research products and are
deferred and recognized ratably over the applicable contract term. Fees from research
reprints are recognized when the reprint is shipped. |
|
|
|
Consulting revenues are principally generated from fixed fee and time and material
engagements. Revenues from fixed fee contracts are recognized on a percentage of completion
basis. Revenues from time and materials engagements are recognized as work is delivered
and/or services are provided. Revenues related to contract optimization contracts are
contingent in nature and are only recognized upon satisfaction of all conditions related to
their payment. |
|
|
|
Events revenues are deferred and recognized upon the completion of the related symposium,
conference or exhibition. |
The majority of research contracts are billable upon signing, absent special terms granted on a
limited basis from time to time. Research contracts are non-cancelable and non-refundable, except
for government contracts that may have cancellation or fiscal funding clauses, which have not
produced material cancellations to date. It is our policy to record the entire amount of the
contract that is billable as a fee receivable at the time the contract is signed with a
corresponding amount as deferred revenue, since the contract represents a legally enforceable
claim.
For those government contracts that permit cancellation, historically we only recorded fees
receivables to the extent amounts were earned and deferred revenue to the extent cash was received.
As of September 30, 2010, based on an analysis of historic contract cancellations, we determined
that the likelihood of such cancellations was remote. Accordingly, as of that date we record the
entire billable contract amount as fees receivable at the time the contract is signed with a
corresponding amount to deferred revenue, consistent with other contracts. This change in estimate
had an immaterial impact on the Companys Condensed Consolidated Balance Sheet as of September 30,
2010 and no impact on the Condensed Consolidated Statements of Operations or Cash Flows. As of
December 31, 2009, we had not recorded uncollected receivables or deferred revenues relating to
government contracts that permit cancellation of $8.3 million
Uncollectible fees receivable The allowance for losses is composed of a bad debt and a sales
reserve. Provisions are charged against earnings, either as a reduction in revenues or an increase
to expense. The measurement of likely and probable losses and the allowance for losses is based on
historical loss experience, aging of outstanding receivables, an assessment of current economic
21
conditions and the financial health of specific clients. This evaluation is inherently judgmental
and requires material estimates. These valuation reserves are periodically re-evaluated and
adjusted as more information about the ultimate collectibility of fees receivable becomes
available. Circumstances that could cause our valuation reserves to increase include changes in our
clients liquidity and credit quality, other factors negatively impacting our clients ability to
pay their obligations as they come due, and the effectiveness of our collection efforts.
The following table provides our total fees receivable, along with the related allowance for losses
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Total fees receivable |
|
$ |
307,687 |
|
|
$ |
325,698 |
|
Allowance for losses |
|
|
(7,700 |
) |
|
|
(8,100 |
) |
|
|
|
|
|
|
|
Fees receivable, net |
|
$ |
299,987 |
|
|
$ |
317,598 |
|
|
|
|
|
|
|
|
Impairment of goodwill and other intangible assets The evaluation of goodwill is performed in
accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)
Topic 350, which requires goodwill to be assessed for impairment at least annually and whenever
events or changes in circumstances indicate that the carrying value may not be recoverable. In
addition, an impairment evaluation of our amortizable intangible assets is also performed on a
periodic basis.
Our annual goodwill assessment requires us to estimate the fair values of our reporting units based
on estimates of future business operations and market and economic conditions in developing
long-term forecasts. If we determine that the fair value of any reporting unit is less than its
carrying amount, we must recognize an impairment charge for a portion of the associated goodwill of
that reporting unit against earnings in our financial statements.
Factors we consider important that could trigger a review for impairment include the following:
|
|
Significant under-performance relative to historical or projected future operating results; |
|
|
Significant changes in the manner of our use of acquired assets or the strategy for our
overall business; |
|
|
Significant negative industry or economic trends; |
|
|
Significant decline in our stock price for a sustained period; and |
|
|
Our market capitalization relative to net book value. |
Due to the numerous variables associated with our judgments and assumptions relating to the
valuation of the reporting units and the effects of changes in circumstances affecting these
valuations, both the precision and reliability of the resulting estimates are subject to
uncertainty, and as additional information becomes known, we may change our estimates.
We completed our required annual goodwill impairment testing in the quarter ended September 30,
2010 and concluded that the fair values of each of the Companys three reporting units
substantially exceeded their respective carrying values.
Accounting for income taxes As we prepare our consolidated financial statements, we estimate our
income taxes in each of the jurisdictions where we operate. This process involves estimating our
current tax expense together with assessing temporary differences resulting from differing
treatment of items for tax and accounting purposes. These differences result in deferred tax assets
and liabilities, which are included within our consolidated balance sheets. We record a valuation
allowance to reduce our deferred tax assets when future realization is in question. We consider the
availability of loss carryforwards, existing deferred tax liabilities, future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the need for the valuation
allowance. In the event we determine that we are able to realize our deferred tax assets in the
future in excess of our net recorded amount, an adjustment is made to reduce the valuation
allowance and increase income in the period such determination is made. Likewise, if we determine
that we will not be able to realize all or part of our net deferred tax asset in the future, an
adjustment to the valuation allowance is charged against income in the period such determination is
made.
22
Accounting for stock-based compensation The Company accounts for stock-based compensation in
accordance with FASB ASC Topics 505 and 718, as interpreted by SEC Staff Accounting Bulletins No.
107 (SAB No. 107) and No. 110 (SAB No. 110). The Company recognizes stock-based compensation
expense, which is based on the fair value of the award on the date of grant, over the
related service period, net of estimated forfeitures (see Note 5 Stock-Based Compensation in the
Notes to the Condensed Consolidated Financial Statements).
Determining the appropriate fair value model and calculating the fair value of stock compensation
awards requires the input of certain highly complex and subjective assumptions, including the
expected life of the stock compensation awards and the Companys Common Stock price volatility. In
addition, determining the appropriate amount of associated periodic expense requires management to
estimate the rate of employee forfeitures and the likelihood of achievement of certain performance
targets. The assumptions used in calculating the fair value of stock compensation awards and the
associated periodic expense represent managements best estimates, but these estimates involve
inherent uncertainties and the application of judgment. As a result, if factors change and the
Company deems it necessary in the future to modify the assumptions it made or to use different
assumptions, or if the quantity and nature of the Companys stock-based compensation awards
changes, then the amount of expense may need to be adjusted and future stock compensation expense
could be materially different from what has been recorded in the current period.
Restructuring and other accruals We may record accruals for severance costs, costs associated
with excess facilities that we have leased, contract terminations, asset impairments, and other
items as a result of on-going actions we undertake to streamline our organization, reposition
certain businesses and reduce ongoing costs. Estimates of costs to be incurred to complete these
actions, such as future lease payments, sublease income, the fair value of assets, and severance
and related benefits, are based on assumptions at the time the actions are initiated. These
accruals may need to be adjusted to the extent actual costs differ from such estimates. In
addition, these actions may be revised due to changes in business conditions that we did not
foresee at the time such plans were approved.
We also record accruals during the year for our various employee cash incentive programs. Amounts
accrued at the end of each reporting period are based on our estimates and may require adjustment
as the ultimate amount paid for these incentives are sometimes not known with certainty until after
year end.
23
RESULTS OF OPERATIONS
Overall Results
The following tables summarize the changes in selected line items in our interim Condensed
Consolidated Statements of Operation for the periods indicated (dollars in thousands):
For the three months ended September 30, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
Income |
|
|
Income |
|
|
|
Ended |
|
|
Ended |
|
|
Increase |
|
|
Increase |
|
|
|
September 30, |
|
|
September 30, |
|
|
(Decrease) |
|
|
(Decrease) |
|
|
|
2010 (1) |
|
|
2009 |
|
|
$ |
|
|
% |
|
Total revenues |
|
$ |
296,122 |
|
|
$ |
267,469 |
|
|
$ |
28,653 |
|
|
|
11 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services & product development |
|
|
125,897 |
|
|
|
118,120 |
|
|
|
(7,777 |
) |
|
|
(7 |
)% |
Selling, general and administrative |
|
|
127,488 |
|
|
|
115,049 |
|
|
|
(12,439 |
) |
|
|
(11 |
)% |
Depreciation |
|
|
6,194 |
|
|
|
6,363 |
|
|
|
169 |
|
|
|
3 |
% |
Amortization of intangibles |
|
|
2,531 |
|
|
|
416 |
|
|
|
(2,115 |
) |
|
|
>(100 |
)% |
Acquisition & integration charges |
|
|
1,249 |
|
|
|
|
|
|
|
(1,249 |
) |
|
|
(100 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
32,763 |
|
|
|
27,521 |
|
|
|
5,242 |
|
|
|
19 |
% |
Interest expense, net |
|
|
(3,005 |
) |
|
|
(4,914 |
) |
|
|
1,909 |
|
|
|
39 |
% |
Other expense, net |
|
|
(373 |
) |
|
|
(127 |
) |
|
|
(246 |
) |
|
|
>(100 |
)% |
Provision for income taxes |
|
|
9,310 |
|
|
|
2,413 |
|
|
|
(6,897 |
) |
|
|
>(100 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
20,075 |
|
|
$ |
20,067 |
|
|
$ |
8 |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes the operating results of AMR Research and Burton Group. |
For the nine months ended September 30, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Nine Months |
|
|
Income |
|
|
Income |
|
|
|
Ended |
|
|
Ended |
|
|
Increase |
|
|
Increase |
|
|
|
September 30, |
|
|
September 30, |
|
|
(Decrease) |
|
|
(Decrease) |
|
|
|
2010 (1) |
|
|
2009 |
|
|
$ |
|
|
% |
|
Total revenues |
|
$ |
906,150 |
|
|
$ |
810,973 |
|
|
$ |
95,177 |
|
|
|
12 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services & product development |
|
|
387,279 |
|
|
|
351,864 |
|
|
|
(35,415 |
) |
|
|
(10 |
)% |
Selling, general and administrative |
|
|
388,378 |
|
|
|
345,980 |
|
|
|
(42,398 |
) |
|
|
(12 |
)% |
Depreciation |
|
|
19,218 |
|
|
|
19,176 |
|
|
|
(42 |
) |
|
|
|
% |
Amortization of intangibles |
|
|
7,994 |
|
|
|
1,220 |
|
|
|
(6,774 |
) |
|
|
>(100 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition & integration charges |
|
|
7,090 |
|
|
|
|
|
|
|
(7,090 |
) |
|
|
(100 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
96,191 |
|
|
|
92,733 |
|
|
|
3,458 |
|
|
|
4 |
% |
Interest expense, net |
|
|
(9,569 |
) |
|
|
(13,105 |
) |
|
|
3,536 |
|
|
|
27 |
% |
Other income (expense), net |
|
|
736 |
|
|
|
(2,505 |
) |
|
|
3,241 |
|
|
|
>100 |
% |
Provision for income taxes |
|
|
27,767 |
|
|
|
19,875 |
|
|
|
(7,892 |
) |
|
|
(40 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
59,591 |
|
|
$ |
57,248 |
|
|
$ |
2,343 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes the operating results of AMR Research and Burton Group. |
Total revenues for the three months ended September 30, 2010, increased $28.7 million, or
11%, compared to the same period in 2009. Revenues increased in our Research segment but were
essentially flat in Consulting and Events. Excluding the unfavorable impact of foreign currency
translation, total quarterly revenues would have increased about 12%. Approximately $14.0 million
of the quarterly revenue increase was attributable to the AMR Research and Burton Group businesses.
For the nine month periods, revenues increased 12% in 2010, or about $95.2 million, with higher
revenues in all three of our business segments. Excluding the favorable impact of foreign currency
translation, revenues increased 11%. Approximately $40.0 million of the revenue increase was
attributable to the AMR Research and Burton Group businesses.
24
Please refer to the section of this MD&A below entitled Segment Results for a further discussion
of revenues and results by segment.
Cost of services and product development was 7% higher quarter-over-quarter, or $7.8
million. The increase was primarily due to higher payroll and related benefits costs, which
includes additional headcount charges attributable to the AMR Research and Burton Group businesses.
Cost of services and product development as a percentage of sales decreased by 1 point, to 43% from
44%.
For the nine month periods, Cost of services and product development increased 10%, or $35.4
million, in 2010. We recognized $24.5 million in higher payroll and related benefits costs in 2010,
primarily due to the impact of the increased headcount from the AMR Research and Burton Group
businesses, and we had $7.8 million in higher conference and travel costs, due to additional events and increased attendees,
as well as a general pickup in travel activity from a depressed level in 2009, when the Company had strict travel restrictions in place due to the
economic downturn.
We also had $3.1
million in other charges, including the unfavorable impact of foreign currency translation. Cost
of services and product development as a percentage of sales was 43% for both the nine months ended
September 30, 2010 and 2009.
Selling, general and administrative (SG&A) was $12.4 million higher
quarter-over-quarter, or 11%. The increase was primarily due to higher sales commissions, payroll
and benefits, and other personnel charges, which includes the additional headcount costs
attributable to the AMR Research and Burton Group businesses.
SG&A expense increased 12%, or $42.4 million, in the nine months ended September 30, 2010 compared
to the same period in the prior year. We had $34.3 million of higher sales commissions, payroll and
benefits, and other personnel charges, which included the additional headcount costs attributable
to the AMR Research and Burton Group businesses, as well as higher stock-based compensation expense
due to a higher projected level of achievement on performance-based restricted stock units. We also
had higher travel charges of $4.5 million, primarily due to additional sales headcount, and the
unfavorable impact of foreign currency translation added $3.6 million of additional expense.
Depreciation expense declined 3% quarter-over-quarter but was flat when comparing the
nine-month periods. Capital spending increased to $12.2 million in the nine months ended September
30, 2010 compared to $11.1 million in the same period in 2009.
Amortization of intangibles increased in both the three and nine month periods of 2010 by
$2.1 million and $6.8 million, respectively, due to the amortization of the intangibles acquired
from AMR Research and Burton Group in December 2009.
Acquisition and Integration Charges were $1.2 million and $7.1 million in the three and
nine months ended September 30, 2010, respectively. These charges relate to the acquisitions of AMR
Research and Burton Group, and include legal, consulting, severance, and other costs.
Operating Income increased $5.2 million, or 19% quarter-over-quarter, to $32.7 million in
the three months ended September 30, 2010 compared to $27.5 million in 2009, with operating income
as a percentage of revenues of 11% in 2010 and 10% in 2009. For the nine month periods, operating
income increased 4% in 2010, to $96.2 million, while operating income as a percentage of revenues
was 11% for both the nine months ended September 30, 2010 and 2009. Please refer to the section of
this MD&A entitled Segment Results below for a further discussion of revenues and results by
segment.
Interest Expense, Net declined 39% in the three months ended September 30, 2010 compared
to the same period in 2009, primarily due to a $1.1 million charge recorded in the 2009 period
related to the dedesignation of hedge accounting on an interest rate swap contract. Also, in the
three months ended September 30, 2010, we had lower interest expense on our two interest rate swap
contracts due to declining notional amounts and to a lesser extent, lower amortization charges on
capitalized deferred financing costs and higher interest income.
Interest expense, net declined 27% in the nine months ended September 30, 2010 compared to the same
period in 2009, due to a reduction in the weighted-average interest rate we paid on our debt in
2010 and the $1.1 million swap dedesignation charge recorded in the 2009 period discussed above.
Similar to the quarter, we also had lower amortization charges on capitalized deferred financing
costs and higher interest income in the 2010 period.
The Companys existing Credit Agreement expires in January 2012. The Company is currently exploring
refinancing options which may result in the accelerated payment of the amounts outstanding as of
September 30, 2010. In addition, as of September 30, 2010 the Company had $2.8 million of deferred
losses, net of tax, recorded in OCI related to our two dedesignated interest rate swaps. This
amount is being amortized against earnings through the remaining maturity of the loans outstanding
under the existing Credit
25
Agreement. In the event of a refinancing, some or all of this amount, in addition to approximately
$0.8 million in unamortized deferred financing costs, may need to be recognized as expense in the
period of the refinancing.
Other (Expense) Income, Net for the three and nine months ended September 30, 2010 and
2009 consisted of net foreign currency exchange gains and losses. In addition, the first nine
months of 2010 included a $2.4 million gain due to an insurance recovery related to a prior period
loss.
Provision
For Income Taxes was $9.3 million for the three months ended September 30, 2010
compared to $2.4 million in the prior year quarter. The effective tax rate was 31.7% for the
three months ended September 30, 2010 and 10.7% for the same period in 2009. The increase in the
effective tax rate was primarily due to the impact of certain discrete items as
well as a change in the estimated annual mix of pre-tax income by jurisdiction. Discrete items in
the three months ended September 30, 2009 included the release of approximately $3.4 million of
reserves and $0.5 million of related interest reserves due to the expiration of the relevant
statutes of limitation.
The provision for income taxes was $27.8 million for the nine months ended September 30, 2010
compared to $19.9 million in the same period in 2009. The effective tax rate was 31.8% for the nine
months ended September 30, 2010 and 25.8% for the same period in 2009. The increase in the
effective tax rate was primarily due to the impact of certain discrete items as
well as a change in the estimated annual mix of pre-tax income by jurisdiction. Discrete items in
the nine months ended September 30, 2009 included the release of approximately $3.4 million of
reserves and $0.5 million of related interest reserves due to the expiration of the relevant
statutes of limitation.
Net Income was $20.1 million for both the three months ended September 30, 2010 and 2009,
while basic earnings per share was $0.21 per share for both periods. Diluted earnings per share
declined by $.01 per share, due to an increase in the number of diluted shares outstanding. For
the nine month periods, both basic and diluted earnings per share increased by $.01 per share in
2010 due to higher net income.
26
SEGMENT RESULTS
We evaluate reportable segment performance and allocate resources based on gross contribution
margin. Gross contribution is defined as operating income excluding certain Cost of services and
product development charges, SG&A expenses, Depreciation, Amortization of intangibles, Acquisition
and integration charges, and Other charges. Gross contribution margin is defined as gross
contribution as a percentage of revenues.
The following sections present the results of our three segments:
Research
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Of And |
|
|
As Of And |
|
|
|
|
|
|
|
|
|
|
As Of And |
|
|
As Of And |
|
|
|
|
|
|
|
|
|
|
For The |
|
|
For The |
|
|
|
|
|
|
|
|
|
|
For The |
|
|
For The |
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Nine Months |
|
|
|
|
|
|
|
|
|
|
Ended |
|
|
Ended |
|
|
|
|
|
|
Percentage |
|
|
Ended |
|
|
Ended |
|
|
|
|
|
|
Percentage |
|
|
|
September 30, |
|
|
September 30, |
|
|
Increase |
|
|
Increase |
|
|
September 30, |
|
|
September 30, |
|
|
Increase |
|
|
Increase |
|
|
|
2010 (1) |
|
|
2009 |
|
|
(Decrease) |
|
|
(Decrease) |
|
|
2010 (1) |
|
|
2009 |
|
|
(Decrease) |
|
|
(Decrease) |
|
Financial
Measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (2) |
|
$ |
214,680 |
|
|
$ |
185,718 |
|
|
$ |
28,962 |
|
|
|
16 |
% |
|
$ |
634,448 |
|
|
$ |
557,325 |
|
|
$ |
77,123 |
|
|
|
14 |
% |
Gross contribution (2) |
|
$ |
140,605 |
|
|
$ |
122,611 |
|
|
$ |
17,994 |
|
|
|
15 |
% |
|
$ |
415,311 |
|
|
$ |
366,807 |
|
|
$ |
48,504 |
|
|
|
13 |
% |
Gross contribution margin |
|
|
65 |
% |
|
|
66 |
% |
|
|
(1) point |
|
|
|
|
|
|
|
65 |
% |
|
|
66 |
% |
|
|
(1) point |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract value (2) |
|
$ |
905,506 |
|
|
$ |
742,885 |
|
|
$ |
162,621 |
|
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Client retention |
|
|
82 |
% |
|
|
77 |
% |
|
|
5 points |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wallet retention |
|
|
95 |
% |
|
|
85 |
% |
|
|
10 points |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exec. program members |
|
|
3,969 |
|
|
|
3,469 |
|
|
|
500 |
|
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes AMR Research and Burton Group. |
|
(2) |
|
Dollars in thousands. |
Research revenues increased 16% on a quarter-over-quarter basis, but excluding the unfavorable
effect of foreign currency translation, revenues increased 17%. Approximately 38% of the almost
$29.0 million revenue increase was attributable to the AMR Research and Burton Group businesses.
The segment gross contribution margin declined by 1 point quarter-over-quarter, to 65%, primarily
due to additional headcount costs from the AMR Research and Burton Group businesses.
When comparing the nine month periods, revenues increased 14% in 2010, with the AMR Research and
Burton Group businesses contributing about 42% of the increase. Adjusted for the favorable impact
of foreign currency translation, revenues increased 13%. The segment gross contribution margin
declined 1 point, again primarily due to additional headcount expenses from the AMR Research and
Burton Group businesses.
Research contract value increased 22% compared to September 30, 2009. Excluding the favorable
impact of foreign currency translation, research contract value increased 18%. Approximately 35% of
the $162.6 million increase in contract value was attributable to the AMR Research and Burton Group
businesses. Client retention and wallet retention improved 5 points and 10 points, respectively.
27
Consulting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Of And |
|
|
As Of And |
|
|
|
|
|
|
|
|
|
|
As Of And |
|
|
As Of And |
|
|
|
|
|
|
|
|
|
|
For The |
|
|
For The |
|
|
|
|
|
|
|
|
|
|
For The |
|
|
For The |
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Nine Months |
|
|
|
|
|
|
|
|
|
|
Ended |
|
|
Ended |
|
|
|
|
|
|
Percentage |
|
|
Ended |
|
|
Ended |
|
|
|
|
|
|
Percentage |
|
|
|
September 30, |
|
|
September 30, |
|
|
Increase |
|
|
Increase |
|
|
September 30, |
|
|
September 30, |
|
|
Increase |
|
|
Increase |
|
|
|
2010 (1) |
|
|
2009 |
|
|
(Decrease) |
|
|
(Decrease) |
|
|
2010 (1) |
|
|
2009 |
|
|
(Decrease) |
|
|
(Decrease) |
|
Financial
Measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (2) |
|
$ |
65,397 |
|
|
$ |
65,708 |
|
|
$ |
(311 |
) |
|
|
|
% |
|
$ |
212,796 |
|
|
$ |
205,341 |
|
|
$ |
7,455 |
|
|
|
4 |
% |
Gross contribution (2) |
|
$ |
23,981 |
|
|
$ |
23,658 |
|
|
$ |
323 |
|
|
|
1 |
% |
|
$ |
84,222 |
|
|
$ |
78,314 |
|
|
$ |
5,908 |
|
|
|
8 |
% |
Gross contribution margin |
|
|
37 |
% |
|
|
36 |
% |
|
|
1 point |
|
|
|
|
|
|
|
40 |
% |
|
|
38 |
% |
|
|
2 points |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Backlog (2) |
|
$ |
93,991 |
|
|
$ |
84,747 |
|
|
$ |
9,244 |
|
|
|
11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consultant utilization |
|
|
65 |
% |
|
|
64 |
% |
|
|
1 point |
|
|
|
|
|
|
|
69 |
% |
|
|
68 |
% |
|
|
1 point |
|
|
|
|
|
Billing rate per hour |
|
$ |
356 |
|
|
$ |
346 |
|
|
$ |
10 |
|
|
|
3 |
% |
|
$ |
352 |
|
|
$ |
336 |
|
|
$ |
16 |
|
|
|
5 |
% |
Average annualized
revenue per billable
headcount (2) |
|
$ |
408 |
|
|
$ |
389 |
|
|
$ |
19 |
|
|
|
5 |
% |
|
$ |
426 |
|
|
$ |
401 |
|
|
$ |
25 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes AMR Research and Burton Group. |
|
(2) |
|
Dollars in thousands. |
Consulting revenues were essentially flat quarter-over-quarter, but excluding the unfavorable
impact of foreign currency translation, revenues increased about 2%. Consulting revenues related to
the AMR Research and Burton Group businesses contributed approximately $1.3 million of revenues in
the three months ended September 30, 2010. Consulting billable headcount was 453 at September 30,
2010 compared to 449 at September 30, 2009. The gross contribution margin improved by 1 point, due
to additional revenues in our strategic advisory (SAS) business, which has a higher margin than
core consulting.
For the nine month periods, Consulting revenues increased 4% in 2010, but excluding the favorable
impact of foreign currency translation, revenues increased 3%. The AMR Research and Burton Group
businesses added approximately half of the $7.5 million revenue increase. The gross contribution
margin improved by 2 points due to additional revenues in our contract optimization and SAS
businesses, both of which have higher margins than core consulting.
Backlog at September 30, 2010 was up 11%, or $9.2 million, over September 30, 2009, reflecting
increases across all of our geographic regions. The AMR Research and Burton Group businesses added
approximately $0.4 million of the increase.
28
Events
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Of And |
|
|
As Of And |
|
|
|
|
|
|
|
|
|
|
As Of And |
|
|
As Of And |
|
|
|
|
|
|
|
|
|
|
For The |
|
|
For The |
|
|
|
|
|
|
|
|
|
|
For The |
|
|
For The |
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Nine Months |
|
|
|
|
|
|
|
|
|
|
Ended |
|
|
Ended |
|
|
|
|
|
|
Percentage |
|
|
Ended |
|
|
Ended |
|
|
|
|
|
|
Percentage |
|
|
|
September 30, |
|
|
September 30, |
|
|
Increase |
|
|
Increase |
|
|
September 30, |
|
|
September 30, |
|
|
Increase |
|
|
Increase |
|
|
|
2010 (1) |
|
|
2009 |
|
|
(Decrease) |
|
|
(Decrease) |
|
|
2010 (1) |
|
|
2009 |
|
|
(Decrease) |
|
|
(Decrease) |
|
Financial
Measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (2) |
|
$ |
16,045 |
|
|
$ |
16,043 |
|
|
$ |
2 |
|
|
|
|
% |
|
$ |
58,906 |
|
|
$ |
48,307 |
|
|
$ |
10,599 |
|
|
|
22 |
% |
Gross contribution (2) |
|
$ |
5,974 |
|
|
$ |
5,934 |
|
|
$ |
40 |
|
|
|
|
% |
|
$ |
22,688 |
|
|
$ |
16,300 |
|
|
$ |
6,388 |
|
|
|
39 |
% |
Gross contribution
margin |
|
|
37 |
% |
|
|
37 |
% |
|
|
|
|
|
|
|
|
|
|
39 |
% |
|
|
34 |
% |
|
|
5 points |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of events |
|
|
14 |
|
|
|
15 |
|
|
(1) event |
|
|
(7 |
)% |
|
|
44 |
|
|
|
41 |
|
|
3 events |
|
|
7 |
% |
Number of attendees |
|
|
5,954 |
|
|
|
5,413 |
|
|
|
541 |
|
|
|
10 |
% |
|
|
19,025 |
|
|
|
14,405 |
|
|
|
4,620 |
|
|
|
32 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes AMR Research and Burton Group. |
|
(2) |
|
Dollars in thousands. |
Events revenues were flat quarter-over-quarter, but were up 3% when excluding the unfavorable
impact of foreign currency translation. We held 14 events in the third quarter of 2010, consisting
of 8 ongoing events, 4 events moved in to the quarter on a net basis, and 2 new event launches.
While the number of attendees increased 10% in the third quarter of 2010 and the average revenue
per attendee increased 20%, the number of exhibitors declined due to timing. Although we realized
additional revenues from attendees, this increase was offset by the move of a large exhibitor
revenue event from the third quarter in 2009 to the second quarter in 2010. When the 12 continuing
events held in the third quarter of 2010 are compared to the same 12 events held in 2009 regardless
of when the event was held in 2009, revenues from these same 12 events increased 17%, while the
number of attendees increased 14% and exhibitors increased 7%. The quarterly gross contribution
margin was 37% for both quarters.
For the nine month periods, Events revenues increased 22% in 2010, or $10.6 million, with little impact from foreign currency translation. We held
3 additional events in the first nine months of 2010, for a total of 44 events, which consisted of 35 ongoing events, 2 events moved into the period due to timing, and 7 new events. We had a 32% increase
in attendees and a 14% increase in exhibitors, while average revenue increased 16% for attendees but was flat for exhibitors. Revenues increased $6.0 million and $5.0 million from the ongoing and the new events, respectively, while the net impact
of events timing reduced revenues by about $0.4 million. The gross contribution margin increased 5 points, primarily due to higher contribution from our ongoing events, reflecting the strength in attendee volume and average revenue per attendee as well as higher exhibitor volume.
29
LIQUIDITY AND CAPITAL RESOURCES
We finance our operations primarily through cash generated from our on-going operating activities.
As of September 30, 2010, we had over $148.0 million of cash and cash equivalents and $142.0
million of available borrowing capacity under our revolving credit facility. Our cash and cash
equivalents are held in numerous locations throughout the world, with 90% held outside the United
States as of September 30, 2010.
The Company is currently exploring refinancing options, which may result in the accelerated payment of the amounts outstanding as of September 30, 2010 and the borrowing
of new funds. We believe that the cash we expect to earn from our on-going operating activities, our existing
cash balances, and the borrowing capacity we have under our current revolving credit facility, as
well as any replacement facility, will be
sufficient for our expected short-term and foreseeable long-term operating needs.
The following table summarizes the changes in the Companys cash and cash equivalents (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Nine Months |
|
|
|
|
|
|
Ended |
|
|
Ended |
|
|
Dollar |
|
|
|
September 30, |
|
|
September 30, |
|
|
Increase |
|
|
|
2010 |
|
|
2009 |
|
|
(Decrease) |
|
Cash provided by operating activities |
|
$ |
126,375 |
|
|
$ |
117,640 |
|
|
$ |
8,735 |
|
Cash used by investing activities |
|
|
(24,362 |
) |
|
|
(11,125 |
) |
|
|
(13,237 |
) |
Cash used in financing activities |
|
|
(73,521 |
) |
|
|
(142,287 |
) |
|
|
68,766 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) |
|
|
28,492 |
|
|
|
(35,772 |
) |
|
|
64,264 |
|
Effects of exchange rates |
|
|
3,346 |
|
|
|
7,621 |
|
|
|
(4,275 |
) |
Beginning cash and cash equivalents |
|
|
116,574 |
|
|
|
140,929 |
|
|
|
(24,355 |
) |
|
|
|
|
|
|
|
|
|
|
Ending cash and cash equivalents |
|
$ |
148,412 |
|
|
$ |
112,778 |
|
|
$ |
35,634 |
|
|
|
|
|
|
|
|
|
|
|
Operating
Our operating cash flow increased by $8.7 million, or about 7%, primarily due to the $2.3 million
increase in net income, a $6.5 million decrease in cash payments for severance, interest, and
excess facilities, and $2.4 million in cash we received from an insurance recovery. We also had a
$10.7 million net increase from other receipts and disbursements. Partially offsetting these
improvements were $6.8 million in acquisition and integration payments related to the acquisitions
of AMR Research and Burton Group and $6.4 million more in bonus and tax payments in 2010.
Investing
We used an additional $13.2 million of cash in 2010 due to acquisitions and higher capital
expenditures. We paid $12.2 million in additional cash related to the acquisition of Burton Group.
We also used $12.2 million of cash for capital expenditures in the 2010 period compared to $11.1
million in the 2009 period, a $1.1 million, or 10% increase.
Financing
We used $73.5 million of cash in our financing activities in the 2010 period compared to $142.3
million used in the 2009 period, a decrease of $68.8 million, primarily due to higher debt payments
in 2009.
On a net basis, we repaid $29.0 million of debt in the nine months ended September 30, 2010,
compared to payments of $151.3 million in the prior year period, a decline in cash used of about
$122.2 million. We also had $19.3 million in higher option exercises and excess tax benefits in the
2010 period as a higher average stock price in 2010 resulted in a significantly increased number of
option exercises. Partially offsetting these improvements was an additional $72.7 million in cash
used for share repurchases in 2010, with $76.5 million used in 2010 compared to $3.7 million in
2009.
OBLIGATIONS AND COMMITMENTS
Credit Agreement
At September 30, 2010, we had $300.0 million outstanding under our Credit Agreement, which included
two amortizing term loans and a $300.0 million revolving credit facility. The revolving credit
facility may be increased up to an additional $100.0 million at our lenders discretion (the
expansion feature), for a total revolving credit facility of $400.0 million. However, the $100.0
million expansion feature may or may not be available to us depending upon prevailing credit market
conditions.
The term loans are being repaid in consecutive quarterly installments plus a final payment due on
January 31, 2012, and may be prepaid at any time without penalty or premium at our option. The
revolving loans may be borrowed, repaid and reborrowed until January 31, 2012, at which time all
amounts borrowed must be repaid. The Company is currently exploring refinancing options, which may
result in the accelerated payment of the amounts outstanding as of September 30, 2010, and the
recognition of other related charges.
See Note 8 Debt in the accompanying Notes to the interim condensed consolidated financial
statements for additional information regarding the Companys Credit Agreement.
30
Off-Balance Sheet Arrangements
Through September 30, 2010, we have not entered into any off-balance sheet arrangements or
transactions with unconsolidated entities or other persons.
BUSINESS AND TRENDS
Our quarterly and annual revenue, operating income, and cash flow fluctuate as a result of many
factors, including: the timing of our Symposium/ITxpo series that normally occurs during the fourth
calendar quarter, and other events; the amount of new business generated; the mix of domestic and
international business; changes in market demand for our products and services; changes in foreign
currency rates; the timing of the development, introduction and marketing of new products and
services; competition in the industry; and other factors. The potential fluctuations in our
operating income could cause period-to-period comparisons of operating results not to be meaningful
and could provide an unreliable indication of future operating results.
FACTORS THAT MAY AFFECT FUTURE PERFORMANCE
We operate in a very competitive and rapidly changing environment that involves numerous risks and
uncertainties, some of which are beyond our control. A description of the risk factors associated
with our business is included under Risk Factors contained in Item 1A. of our 2009 Annual Report
on Form 10-K which is incorporated herein by reference.
RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for
Credit Losses. ASU 2010-20 requires additional disclosures about the credit quality of financing
receivables and the allowance for credit losses. The purpose of the additional disclosures is to
enable users of financial statements to better understand the nature of credit risk inherent in an
entitys portfolio of financing receivables and how that risk is analyzed. The new disclosures are
required to be made in interim and annual periods ending on or after December 15, 2010. We are
currently evaluating the impact of this rule but do not believe it will have an impact on our
consolidated financial results since the rule requires additional disclosure only.
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures. ASU
2010-06 requires fair value hierarchy disclosures to be further disaggregated by class of assets
and liabilities. A class is often a subset of assets or liabilities within a line item in the
balance sheet. In addition, significant transfers between Levels 1 and 2 of the fair value
hierarchy are required to be disclosed. These additional disclosure requirements became effective
January 1, 2010. In general, Gartner does not anticipate transfers between the different levels of
the fair value hierarchy, and for the three and six months ended June 30, 2010, there were none.
Our required fair value disclosures are presented in Note 12 Fair Value Disclosures, herein in
the Notes to the Condensed Consolidated Financial Statements. Beginning January 1, 2011, the FASB
will also require additional disclosures regarding changes in Level 3 instruments. Gartner
currently does not have any Level 3 instruments.
In September 2009, the FASB issued ASU 2009-14, Certain Revenue Arrangements That Include Software
Elements. Under ASU 2009-14, all tangible products containing both software and non-software
components, that function together to deliver the products essential functionality, will no longer
be within the scope of rules governing Software revenue recognition (formerly known as SOP 97-2).
This means that entities that sell joint hardware and software products that meet the scope
exception (i.e., essential functionality) will be required to follow the guidance in ASU 2009-13
below. The Update provides a list of items to consider when determining whether the software and
non-software components function together to deliver a products essential functionality. ASU
2009-14 will be effective for Gartner beginning in the first quarter of fiscal year 2011, but early
adoption is permitted. We are currently evaluating the impact of this rule but do not believe it
will have a material impact on the Companys consolidated financial statements.
In September 2009, the FASB issued ASU 2009-13, Revenue Arrangements with Multiple Deliverables.
ASU 2009-13 requires companies to allocate revenue in arrangements involving multiple deliverables
based on the estimated selling price of each deliverable, even though such deliverables are not
sold separately either by the company itself or other vendors. ASU 2009-13 eliminates the
requirement that all undelivered elements must have objective and reliable evidence of fair value
before a company can recognize the portion of the overall arrangement fee that is attributable to
items that already have been delivered. As a result, the new guidance is expected to allow some
companies to recognize revenue on transactions that involve multiple deliverables earlier than
31
under current requirements. ASU 2009-13 will be effective for Gartner beginning in the first
quarter of fiscal year 2012, but early adoption is permitted. We are currently evaluating the
impact of this rule but do not believe it will have a material impact on the Companys consolidated
financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We had exposure to changes in interest rates arising from the $145.0 million outstanding on our two
term loans and $155.0 million outstanding on our revolver as of September 30, 2010. All of these
borrowings are floating rate, which may be either prime-based or LIBOR-based. Interest rates under
these borrowings include a base rate plus a margin currently between 0.00% and 0.75% on prime
borrowings and between .625% and 1.75% on LIBOR-based borrowings.
As of September 30, 2010, the annualized interest rates on the Original term loan, the 2008 term
loan, and the revolver were 1.17%, 1.54%, and 1.20%, respectively. The rates on the term loans
consisted of a three-month LIBOR base rate plus margins of 0.875% and 1.25%, respectively. The rate
on the revolver consisted of a weighted-average LIBOR base rate plus a margin of 0.875%.
We are exposed to interest rate risk on our debt. A 25 basis point increase or decrease in interest
rates would change pre-tax annual interest expense on the entire $300.0 million revolver facility and the $145.0
million outstanding on the term loans at September 30, 2010 by approximately $1.1 million.
Foreign Currency Exchange Risk
We have clients in 85 countries and as a result we conduct business in numerous currencies other
than the U.S dollar. Among the major foreign currencies in which we conduct business are the Euro,
the British Pound, the Japanese Yen, the Australian dollar, and the Canadian dollar. Our foreign
currency exposure results in both translation risk and transaction risk:
Translation Risk
We are exposed to foreign currency translation risk since the functional currencies of our foreign
operations are generally denominated in the local currency. Translation risk arises since the
assets and liabilities that we report for our foreign subsidiaries are translated into U.S. dollars
at the exchange rates in effect at the balance sheet dates, and these exchange rates fluctuate over
time. These foreign currency translation adjustments are deferred and are recorded as a component
of stockholders equity and do not impact our operating results.
A measure of the potential impact of foreign currency translation on our Condensed Consolidated
Balance Sheets can be determined through a sensitivity analysis of our cash and cash equivalents.
As of September 30, 2010, we had $148.4 million of cash and cash equivalents, a substantial portion
of which was denominated in foreign currencies. If the foreign exchange rates of the major
currencies in which we operate changed in comparison to the U.S. dollar by 10%, the amount of cash
and cash equivalents we would have reported on September 30, 2010, would have increased or
decreased by approximately $10.0 million.
Because our foreign subsidiaries generally operate in a local functional currency that differs from
the U.S. dollar, revenues and expenses in these foreign currencies translate into higher or lower
revenues and expenses in U.S. dollars as the U.S. dollar continuously weakens or strengthens
against these other currencies. Therefore, changes in exchange rates may affect our consolidated
revenues and expenses (as expressed in U.S. dollars) from foreign operations. Historically, this
impact on our consolidated earnings has not been material since foreign currency movements in the
major currencies in which we operate tend to impact our revenues and expenses fairly equally.
Transaction Risk
We also have foreign exchange transaction risk since we typically enter into transactions in the
normal course of business that are denominated in foreign currencies that differ from the local
functional currency in which the foreign subsidiary operates.
We typically enter into foreign currency forward exchange contracts to offset the effects of this
foreign currency transaction risk. These contracts are normally short term in duration and
unrealized and realized gains and losses are recognized in current period
32
earnings. At September 30, 2010, we had 20 outstanding foreign currency forward contracts with a
total notional amount of $82.5 million and a net unrealized loss of approximately $0.4 million.
All of these contracts matured by the end of October 2010.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist
primarily of short-term, highly liquid investments classified as cash equivalents, accounts
receivable, and interest rate swap contracts. The majority of the Companys cash equivalent
investments and its two interest rate swap contracts are with investment grade commercial banks
that are participants in the Companys Credit Agreement. Accounts receivable balances deemed to be
collectible from customers have limited concentration of credit risk due to our diverse customer
base and geographic dispersion.
ITEM 4. CONTROLS AND PROCEDURES
We have established disclosure controls and procedures that are designed to ensure that the
information we are required to disclose in our reports filed under the Securities Exchange Act of
1934, as amended (the Act), is recorded, processed, summarized and reported in a timely manner.
Specifically, these controls and procedures ensure that the information is accumulated and
communicated to our executive management team, including our chief executive officer and our chief
financial officer, to allow timely decisions regarding required disclosure.
Management conducted an evaluation, as of September 30, 2010, of the effectiveness of the design
and operation of our disclosure controls and procedures, under the supervision and with the
participation of our chief executive officer and chief financial officer. Based upon that
evaluation, our chief executive officer and chief financial officer have concluded that the
Companys disclosure controls and procedures are effective in alerting them in a timely manner to
material Company information required to be disclosed by us in reports filed under the Act.
In addition, there have been no changes in the Companys internal control over financial reporting
during the period covered by this report that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
33
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in legal and administrative proceedings and litigation arising in the ordinary
course of business. We believe that the potential liability, if any, in excess of amounts already
accrued from all proceedings, claims and litigation will not have a material effect on our
financial position or results of operations when resolved in a future period.
ITEM 1A. RISK FACTORS
A description of the risk factors associated with our business is included under Risk Factors
contained in Item 1A. of our 2009 Annual Report on Form 10-K and is incorporated herein by
reference.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the period covered by this report.
Issuer Purchases of Equity Securities
On August 5, 2010, the Companys Board of Directors approved a new $500.0 million share repurchase
program to be utilized to acquire additional shares of Common Stock. Repurchases may be made from
time-to-time through open market purchases, private transactions, tender offers or other
transactions. The amount and timing of repurchases will be subject to the availability of stock,
prevailing market conditions, the trading price of the stock, the Companys financial performance
and other conditions. Repurchases may also be made from time-to-time in connection with the
settlement of the Companys shared-based compensation awards. Repurchases will be funded from cash
flow from operations and borrowings under the Companys Credit Agreement.
The following table provides detail related to repurchases of our Common Stock for treasury in the
nine months ended September 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate |
|
|
|
|
|
|
|
|
|
|
|
Dollar Value of |
|
|
|
|
|
|
|
|
|
|
|
Shares that may |
|
|
|
|
|
|
|
|
|
|
|
yet be Purchased |
|
|
|
Total |
|
|
|
|
|
|
Under our Share |
|
|
|
Number of |
|
|
Average |
|
|
Repurchase |
|
|
|
Shares |
|
|
Price Paid |
|
|
Program |
|
Period |
|
Purchased |
|
|
Per Share |
|
|
(in thousands) |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
|
2,291 |
|
|
$ |
21.39 |
|
|
|
|
|
February |
|
|
949,467 |
|
|
|
22.93 |
|
|
|
|
|
March |
|
|
551,942 |
|
|
|
24.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,503,700 |
|
|
$ |
23.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April |
|
|
1,527 |
|
|
$ |
24.08 |
|
|
|
|
|
May |
|
|
1,068,050 |
|
|
|
24.36 |
|
|
|
|
|
June |
|
|
566,764 |
|
|
|
24.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,636,341 |
|
|
$ |
24.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July |
|
|
989 |
|
|
$ |
23.89 |
|
|
|
|
|
August |
|
|
43,559 |
|
|
|
28.02 |
|
|
|
|
|
September |
|
|
4,356 |
|
|
|
29.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
48,904 |
|
|
$ |
28.05 |
|
|
$ |
500.0 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
As of September 30, 2010. |
34
ITEM 6. EXHIBITS
|
|
|
EXHIBIT |
|
|
NUMBER |
|
DESCRIPTION OF DOCUMENT |
31.1
|
|
Certification of chief executive officer under Rule 13a 14(a)/15d 14(a). |
|
|
|
31.2
|
|
Certification of chief financial officer under Rule 13a 14(a)/15d 14(a). |
|
|
|
32
|
|
Certification under 18 U.S.C. 1350. |
|
|
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the
Condensed Consolidated Balance Sheets at September 30, 2010 and December 31,
2009, (ii) the Condensed Consolidated Statements of Operations for the three
and nine months ended September 30, 2010 and 2009, (iii) the Condensed
Consolidated Statements of Cash Flows for the nine months ended September 30,
2010 and 2009, and (iv) the Notes To Condensed Consolidated Financial
Statements. |
Items 3, 4, and 5 of Part II are not applicable and have been omitted.
35
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
Gartner, Inc.
|
|
Date November 3, 2010 |
/s/ Christopher J. Lafond
|
|
|
Christopher J. Lafond |
|
|
Executive Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer) |
|
36