Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 23, 2008

FactSet Research Systems Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   1-11869   13-3362547

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

601 Merritt 7

Norwalk, Connecticut 06851

(Address of principal executive offices)

(203) 810-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition

On September 23, 2008, FactSet Research Systems Inc. issued a press release announcing its results for the three and twelve months ended August 31, 2008. The press release is attached as Exhibit 99.1 to this report on Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

  

Description

99.1    Press Release of FactSet Research Systems Inc., dated September 23, 2008


SIGNATURE

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

 

   

FACTSET RESEARCH SYSTEMS INC.

(Registrant)

Date: September 23, 2008     By:   /s/ Peter G. Walsh
       

Peter G. Walsh

Senior Vice President,

Chief Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit No.

  

Description of Document

99.1    Press Release of Registrant, dated September 23, 2008 reporting the results of operations for the Registrant’s fourth fiscal quarter ended August 31, 2008.
Press Release

Exhibit 99.1

FactSet Research Systems Inc.

601 Merritt 7

Norwalk, Connecticut 06851

203.810.1000 / 203.810.1001 Fax

News Release

 

   Contact:
   Peter Walsh
   FactSet Research Systems Inc.
FOR IMMEDIATE RELEASE    203.810.1000

FactSet Research Systems Revenues Rise 19% for the Fourth Quarter of Fiscal 2008

Norwalk, Connecticut – September 23, 2008 – FactSet Research Systems Inc. (NYSE: FDS), a leading provider of integrated financial information and analytical applications to the global investment community, today announced its results for the fourth quarter of fiscal 2008.

For the quarter ended August 31, 2008, revenues rose to $153.7 million, an increase of 19% compared to the prior year. Income from operations for the fourth quarter advanced to $50.2 million, up 18% from $42.7 million in the same period of fiscal 2007. Net income rose to $33.6 million as compared to $30.7 million a year ago. Diluted earnings per share increased to $0.67, up from $0.60 in the same period of fiscal 2007. In the fourth quarter last year, diluted earnings per share included a tax benefit of $1.1 million or $0.02 per diluted share related to a prior period.

On July 24, 2008 FactSet announced that it had completed its acquisition of a copy of the Thomson Fundamentals database and related assets pursuant to the agreement reached with Thomson Reuters (“Thomson”) on April 22, 2008. Excluding the impact of the Thomson Fundamentals acquisition and the tax benefit in the fourth quarter of 2007, non-GAAP income from operations increased 20% to $51.3 million, non-GAAP net income advanced 16% to $34.3 million and non-GAAP diluted earnings per share rose to $0.68, up 17%. The growth rates of net income and diluted earnings per share were impacted by a 65% decline in interest income to $0.8 million for the quarter ended August 31, 2008.

To aid an investor’s ability to make more precise interpretations of FactSet’s financial results, a supplementary schedule is presented on page 8 of this press release to summarize non-GAAP financial measures related to the fourth quarter of fiscal 2008.

 

     Three Months Ended
August 31,
    Twelve Months Ended
August 31,
 
(In thousands, except per share data)    2008    2007    Change     2008    2007    Change  

Revenues

   $ 153,707    $ 129,532    18.7 %   $ 575,519    $ 475,801    21.0 %

Income from operations

     50,231      42,668    17.7       183,887      155,091    18.6  

Other income

     835      2,358    (64.6 )     5,160      7,785    (33.7 )

Provision for income taxes

     17,482      14,310    22.2       64,030      53,309    20.1  

Net income

     33,584      30,716    9.3       125,017      109,567    14.1  

Diluted earnings per common share

   $ 0.67    $ 0.60    11.7 %   $ 2.50    $ 2.14    16.8 %

Diluted weighted average common shares

     50,341      51,076        50,080      51,284   

Philip A. Hadley, Chairman and CEO said, “The macro environment has now been challenging for more than a year, yet it is gratifying that again this quarter FactSet grew both its user base and client count. The results point to significant progress in our efforts to increase the engagement level of users and add incremental value to clients. We were also very pleased that our previously announced acquisition of Thomson Fundamentals closed during the fourth quarter. We believe that the estimated market opportunity for fundamental data just among our existing client base is in excess of $100 million, representing a large new source of potential revenue growth for FactSet.

Annual Subscription Value (“ASV”)

ASV increased $25.5 million organically during the quarter when excluding currency and $2.0 million acquired from Thomson. The increase during the quarter was derived from strong performance from both the U.S. and non-U.S. investment management businesses. While the positive ASV change was not significant for the Company’s sell side business, user count rose again on a net basis during the quarter.

 

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At August 31, 2008, ASV was $615 million, up 19% from a year ago. Excluding acquisitions and currency, ASV grew 18% organically or $92.6 million over the last year. ASV from FactSet’s domestic operations was $420 million, while overseas operations support ASV of $195 million. ASV at any given point in time represents the forward-looking revenues for the next 12 months from all annual subscription services currently being supplied to clients.

Other Financial Highlights

   

Excluding the acquisition of Thomson Fundamentals, free cash flow generated during the quarter was $39.5 million.

   

U.S. revenues were $106 million, up 16% from the year ago quarter.

   

Non-U.S. revenues increased 25% to $48.0 million. On a constant currency basis the growth rate was 23%.

   

Operating margins were 33.4% excluding FactSet Fundamentals, up 90 basis points from the third quarter.

   

Earnings per share dilution from FactSet Fundamentals was $0.01.

   

Non-subscription revenues during the quarter were $2.7 million. A supplementary schedule is presented on page 9 of this press release to summarize revenues related to services that are not included in the calculation of FactSet’s subscription value.

Operational Highlights – Fourth Quarter of Fiscal 2008

   

Client retention rate remained above 95%.

   

Users rose to 40,120 at quarter end, up 510 professionals over the past three months.

   

Client count was 2,085 at August 31, a net increase of 41 clients.

   

PA 2.0 was deployed by 637 clients and 5,730 users at quarter end, a user increase of 22% over the prior year.

   

Employee count at August 31, 2008 was 1,934, an increase of 108 employees during the quarter. Excluding acquisitions, the number of employees is up 16% from a year ago.

   

Capital expenditures were $9.6 million, net of landlord contributions for construction. Expenditures for computer equipment were $5.7 million and the remainder covered office space expansion.

   

In August 2008, the Company granted 1.7 million employee stock options. As in fiscal 2007, 61% of the options granted vest and are expensed only if performance metrics are achieved over the next two fiscal years.

   

The Company repurchased 189,700 shares for $12.1 million. At August 31, 2008, $105.0 million remains authorized for future repurchases. Common shares outstanding at August 31, 2008 were 48.0 million.

   

The Company paid its quarterly cash dividend of $0.18 per share on September 16, 2008 to holders of record of FactSet’s common stock on August 29, 2008.

   

FactSet was added to the Standard & Poor’s MidCap 400 Index.

Fiscal 2008 Highlights

   

Revenues increased 21% to $575.5 million.

   

Diluted earnings per share rose 17% to $2.50.

   

Excluding the acquisition of Thomson Fundamentals, free cash flow for fiscal 2008 was $117.0 million.

   

FactSet increased its quarterly dividend 50% from $0.12 to $0.18 per share in May 2008.

   

FactSet completed its transition to Hewlett Packard Integrity mainframes in both of its data centers well ahead of schedule during the second quarter of fiscal 2008.

   

On January 31, 2008, FactSet acquired DealMaven, Inc. for $14.0 million in cash. The acquisition increased ASV by $3.2 million and did not have a material impact on operating income or diluted earnings per share in fiscal 2008.

   

New lease agreements were executed to expand and support operations in Boston, the Netherlands, India, Australia and Japan.

   

FactSet was recognized on FORTUNE’s “100 Best Companies to Work for” list and named by BusinessWeek as one of the “Best Places to Launch a Career.”

 

Page 2 of 9


Acquisition of a Copy of the Thomson Fundamentals Database and Related Assets

On July 24, 2008 FactSet announced that it had completed its acquisition of a copy of the Thomson Fundamentals database and related assets pursuant to the agreement reached with Thomson on April 22, 2008.

Fundamental data is historical financial information (i.e. income statement, balance sheet and cash flows) and related underlying data from the footnotes to the financial statements. The Thomson Fundamentals Database is a preeminent global financial database with coverage of over 43,000 companies and history back to 1980 and has been available and distributed by FactSet since 1991.

The sale included $2.0 million of annual revenues transferred from Thomson to FactSet, copies of the Thomson Fundamental database, source documents, collection software, documentation and collection training materials. Thomson Fundamentals will continue as a product on the FactSet platform. Consideration paid by FactSet was $58.7 million and was funded from cash from operations.

We believe that the transaction is valuable to FactSet for four primary reasons:

 

  1. The opportunity to buy a copy of a trusted premium, global fundamental database with history back to the 1980s is rare and is unlikely to repeat itself in the foreseeable future.
  2. Fundamentals is one of three core data sets (along with security prices and estimates) all major providers distribute. FactSet now owns all three core content sets, on a global basis.
  3. Fundamental data is used by all FactSet clients and prospective clients and nearly every user in FactSet’s addressable universe.
  4. The estimated market opportunity for fundamental data just among our existing client base is in excess of $100 million, representing a large new source of potential revenue growth for FactSet.

FactSet also entered into a Transition Services Agreement (“TSA”) with Thomson. Under the TSA, Thomson is providing services for 18 months from the closing date, including daily updates to FactSet’s fundamental database. The daily updates are provided on the same schedule and with the same timeliness, content and quality as the updates FactSet receives for Thomson Fundamentals. The TSA also outlines consulting and support services Thomson will provide to FactSet in order to ensure a complete understanding of the structure, content and data collection processes required to deliver a production version of the database by the end of the transition period. The cost of the TSA is approximately $9 million, of which $8.25 million is consideration for the daily database updates and will be expensed ratably over the 18 month period.

FactSet anticipates that this transaction will be dilutive to earnings per share (“EPS”) until the 18 month transition period concludes. The quarterly costs of transition services on a pre-tax basis should approximate $1.6 million or $6.5 million for the full 2009 fiscal year. These costs are eliminated at the end of the 18 month transition period. The transaction is expected to be accretive to EPS in fiscal 2010.

Business Outlook

The following forward-looking statements reflect FactSet’s expectations as of September 23, 2008. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially. The Company does not intend to update its forward-looking statements until its next quarterly results announcement, other than in publicly available statements.

First Quarter Fiscal 2009 Expectations

 

   

Revenues are expected to range between $154 million and $157 million. The high and low end of the range has been decreased to account for potential future reductions in services to Lehman Brothers, Merrill Lynch, AIG and Washington Mutual. FactSet believes the related exposure is approximately 1.5% of ASV or $10 million. As a reminder, the just completed fourth quarter included $1.4 million in non-subscription revenues from workstations sold to summer interns.

 

Page 3 of 9


   

Operating margins excluding FactSet Fundamentals are expected to range between 31.5% and 33%. This guidance assumes a reduction in sequential quarterly margins of 90 basis points due to workstations sold to summer interns in the fourth quarter.

   

Other income is expected to be between $0.6 million and $1.0 million.

   

The effective tax rate is expected to range between 33.8% and 34.6% and assumes the U.S. Federal R&D tax credit is not reenacted.

   

EPS dilution from FactSet Fundamentals remains at $0.04 per share. The primary expense drivers are the cost of the TSA from Thomson and new employee growth to support the collection operation.

Full Year Fiscal 2009

   

Capital expenditures, net of landlord contributions, are expected to range between $32 million and $38 million.

Forward looking statements

This news release contains forward-looking statements based on management’s current expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the Company’s strategy for growth, product development, market position, subscriptions, expected expenditures and financial results are forward-looking statements. Forward-looking statements may be identified by words like “expected,” “anticipates,” “plans,” “intends,” “projects,” “should,” “indicates,” “continues,” “subscriptions” and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in FactSet’s filings with the Securities and Exchange Commission, particularly its latest annual report on Form 10-K and quarterly reports on Form 10-Q, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, the status of the global economy; the ability to integrate newly acquired companies; the stability of global securities markets; the ability to hire qualified personnel; the maintenance of the Company’s leading technological position; the impact of global market trends on the Company’s revenue growth rate and future results of operations; the negotiation of contract terms with corporate vendors, data suppliers and potential landlords; the continued performance of Thomson Reuters under the TSA; the retention of key clients; the successful resolution of ongoing audits by tax authorities; the continued employment of key personnel; the absence of U.S. or foreign governmental regulation restricting international business; and the sustainability of historical levels of profitability and growth rates in cash flow generation.

Conference Call

The Company will host a conference call today, September 23, 2008 at 11:00 a.m. (EST) to review the fourth quarter fiscal 2008 earnings release. To listen, please visit the investor relations section of the Company’s website at www.factset.com.

About FactSet

FactSet Research Systems Inc. combines integrated financial information, analytical applications, and client service to enhance the workflow and productivity of the global investment community. The Company, headquartered in Norwalk, Connecticut, was formed in 1978 and now conducts operations from more than twenty-three locations worldwide.

 

Page 4 of 9


FactSet Research Systems Inc.

Consolidated Statements of Income – Unaudited

 

     Three Months Ended
August 31,
   Twelve Months Ended
August 31,
(In thousands, except per share data)    2008    2007    2008    2007

Revenues

   $ 153,707    $ 129,532    $ 575,519    $ 475,801

Operating expenses

           

Cost of services

     50,684      41,697      191,239      152,797

Selling, general and administrative

     52,792      45,167      200,393      167,913
                           

Total operating expenses

     103,476      86,864      391,632      320,710
                           

Income from operations

     50,231      42,668      183,887      155,091

Other income

     835      2,358      5,160      7,785
                           

Income before income taxes

     51,066      45,026      189,047      162,876
                           

Provision for income taxes

     17,482      14,310      64,030      53,309
                           

Net income

   $ 33,584    $ 30,716    $ 125,017    $ 109,567
                           

Basic earnings per common share

   $ 0.70    $ 0.63    $ 2.60    $ 2.24

Diluted earnings per common share

   $ 0.67    $ 0.60    $ 2.50    $ 2.14

Weighted average common shares (Basic)

     47,908      48,669      48,065      48,873

Weighted average common shares (Diluted)

     50,341      51,076      50,080      51,284

 

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FactSet Research Systems Inc.

Consolidated Statements of Financial Condition – Unaudited

(In thousands)    August 31,
2008
    August 31,
2007
 

ASSETS

    

Cash and cash equivalents

   $ 117,986     $ 168,834  

Investments

     25,032       17,388  

Accounts receivable, net of reserves

     74,859       59,579  

Deferred taxes

     3,271       2,808  

Prepaid taxes

     1,090       —    

Prepaid fundamentals database updates – current

     6,377       —    

Other current assets

     5,908       3,723  
                

Total current assets

     234,523       252,332  

Property, equipment, and leasehold improvements, net

     91,113       78,945  

Goodwill

     186,538       146,187  

Intangible assets, net

     58,333       36,789  

Deferred taxes

     10,279       7,211  

Prepaid fundamentals database updates – non-current

     2,000       —    

Other assets

     3,246       2,286  
                

Total assets

   $ 586,032     $ 523,750  
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Accounts payable and accrued expenses

   $ 22,366     $ 23,461  

Accrued compensation

     38,095       30,105  

Deferred fees

     23,531       25,730  

Dividends payable

Taxes payable

    

 

8,634

—  

 

 

   

 

5,802

5,552

 

 

                

Total current liabilities

     92,626       90,650  

Deferred taxes

     5,122       6,450  

Taxes payable

     3,905       —    

Deferred rent and other non-current liabilities

     20,150       17,339  
                

Total liabilities

   $ 121,803     $ 114,439  

Stockholders’ Equity

    

Common stock

   $ 571     $ 562  

Capital in excess of par value

     206,585       162,561  

Treasury stock, at cost

     (311,248 )     (233,372 )

Retained earnings

     567,381       469,880  

Accumulated other comprehensive income

     940       9,680  
                

Total stockholders’ equity

     464,229       409,311  
                

Total liabilities and stockholders’ equity

   $ 586,032     $ 523,750  
                

 

Page 6 of 9


FactSet Research Systems Inc.

Consolidated Statements of Cash Flows – Unaudited

 

     Twelve Months Ended
August 31,
 
(In thousands)    2008     2007  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 125,017     $ 109,567  

Adjustments to reconcile net income to net cash provided by operating activities

    

Depreciation and amortization

     30,654       28,560  

Stock-based compensation expense

     13,651       9,123  

Deferred income taxes

     (4,828 )     (7,189 )

Gain on sale of assets

     (75 )     (62 )

Tax benefits from share-based payment arrangements

     (9,572 )     (7,393 )

Changes in assets and liabilities, net of effects of acquisitions

    

Accounts receivable, net of reserves

     (14,804 )     (249 )

Accounts payable and accrued expenses

     (1,260 )     5,213  

Accrued compensation

     8,399       8,523  

Deferred fees

     (2,651 )     1  

Taxes payable, net of prepaid taxes

     7,436       3,240  

Prepaid fundamentals database updates

     (9,139 )     -  

Landlord contributions

     1,009       2,892  

Other working capital accounts, net

     (713 )     3,682  
                

Net cash provided by operating activities

     143,124       155,908  

CASH FLOWS FROM INVESTING ACTIVITIES

    

Acquisition of businesses, net of cash acquired

     (75,869 )     -  

Proceeds from sales of investments

     44,392      
17,213
 

Purchases of investments

     (52,011 )     (17,955 )

Purchases of property, equipment and leasehold improvements

     (35,780 )     (39,251 )
                

Net cash used in investing activities

     (119,268 )     (39,993 )

CASH FLOWS FROM FINANCING ACTIVITIES

    

Dividend payments

     (25,848 )     (14,654 )

Repurchase of common stock

     (77,869 )     (80,299 )

Repayment of note

     -       (2,258 )

Proceeds from employee stock plans

     20,562       15,612  

Tax benefits from share-based payment arrangements

     9,572       7,393  
                

Net cash used in financing activities

     (73,583 )     (74,206 )

Effect of exchange rate changes on cash and cash equivalents

     (1,121 )     576  
                

Net (decrease) increase in cash and cash equivalents

     (50,848 )     42,285  

Cash and cash equivalents at beginning of period

     168,834       126,549  
                

Cash and cash equivalents at end of period

   $ 117,986     $ 168,834  
                

 

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Reconciliation of GAAP and non-GAAP Financial Measures

FactSet’s management believes that these non-GAAP financial measures provide meaningful supplemental information regarding its financial results and investors benefit from referring to these non-GAAP financial measures in assessing FactSet’s performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures may also facilitate comparisons to FactSet’s historical performance and to its competitors’ operating results.

 

     Three Months Ended
August 31,
 
(In thousands, except per share data)    2008    2007     Change  

GAAP Income from operations

   $ 50,231    $ 42,668     17.7 %

FactSet Fundamentals (a)

     1,050      —      
                     

Non-GAAP Income from operations

   $ 51,281    $ 42,668     20.2 %

GAAP Net income

   $ 33,584    $ 30,716     9.3 %

FactSet Fundamentals, net of tax

     690      —      

Income tax benefits (b)

     —        (1,078 )  
                     

Non-GAAP Net income

   $ 34,274    $ 29,638     15.6 %

GAAP Diluted earnings per common share

   $ 0.67    $ 0.60     11.7 %

Non-GAAP Diluted earnings per common share

   $ 0.68    $ 0.58     17.2 %

 

(a) To adjust for revenues and expenses incurred in connection with the acquisition of a copy of the Thomson Fundamentals database and related assets. A primary expense driver is the cost of the TSA with Thomson.

 

(b) To adjust for income tax benefits of $1.1 million or $0.02 per diluted share related to prior periods, as FactSet began to include a benefit from the repatriation of foreign earnings to the U.S. in the fourth quarter of fiscal 2007.

 

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Supplementary Schedule to the Fourth Quarter Earnings Release

To aid an investor’s ability to make more precise interpretations of FactSet’s financial results, the supplementary schedule below summarizes revenues related to services that are not included in the calculation of FactSet’s subscription value. Non-subscription services include revenues derived from workstations sold to summer interns, introducing brokerage services, M&A related publications and the Partner software product which is used to author equity research reports. Although the impact from non-subscription revenues individually and in the aggregate has been immaterial to FactSet’s annual results, this table might enhance an investor’s overall understanding of quarterly revenues.

Non-Subscription Revenues (1)

 

(In thousands and unaudited)    August 31, 2008    August 31, 2007    $ Change     % Change  

For the three months ended

   $ 2,720    $ 2,446    $ 274     11 %

For the twelve months ended

   $ 6,445    $ 7,108    $ (663 )   (9 )%

 

(1) Revenues from FactSet services that are not sold on a subscription basis are excluded from FactSet’s reported annual subscription value. The aforementioned amounts were included in FactSet’s reported revenues each quarter.

 

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