Todd Hyatt
Analyst · Piper Jaffray. You may begin
Thank you, Jerre. Before we get started with the results, I want to remind you that IHS was the accounting acquirer [ph]. Reported results include Markit from the date of the close, July 12, so Q3 includes approximately 1.5 months of Markit. We have included Markit's year-over-year pro forma, organic FX, and acquisition revenue for the Q3 stub period in our financial services revenue growth calculations and have included the remainder of Markit's stub period revenue as acquisitive revenue growth. We believe this is a useful way to show the true performance of the overall business. For transparency purposes, we have provided supplemental material that includes historical market organic growth on its legacy calendar year basis and on the IHS November 30th fiscal year basis. Now for the results. Revenue was $725 million, an increase of 30% on a reported basis. Adjusted EBTIDA was $269 million, an increase of 50% and margin expansion of 490 basis points, and adjusted EPS was $0.45, an increase of 10%. Relative to revenue, we continue to see trends similar to those discussed on the last few calls. Total revenue growth was 30%. Organic revenue was down 1% for the combined company normalized for the prior year $8 million BPVC revenue. Acquisitions contributed 35% and FX was negative 2%. The organic revenue decline of 1% includes core IHS organic of minus 2% normalized for BPVC and core market organic growth of 3% for the stub period. Recurring fixed organic was minus 1%, recurring variable organic was 3%, and non-recurring organic was minus 5% normalized for BPVC. Looking at segment performance. Transportation growth was 17%, which included 9% organic, 9% acquisitive, and minus 1% FX. Organic revenue growth was comprised of 9% recurring growth and 9% non-recurring growth. We continue to see very strong growth in our automotive business and stable growth in the other transportation businesses. We remain confident in our auto businesses' ability to continue its high single to low double revenue growth rate due to the numerous growth drivers that we discussed in our Q2 earnings call. These drivers include continued penetration and new products within the used car portion of the auto business, and within the new car portion we expect to continue to benefit from innovation around a number of key trends, including new automotive technologies, global regulatory pressure to curb fuel consumption and emissions, the increasing use of digital marketing and recall activity. Moving on to resources, revenue declined 3%, including minus 12% organic, 10% acquisitive and minus 2% FX. Organic revenue was comprised of minus 10% recurring and minus 21% non-recurring. Our non-recurring revenue continues to be impacted by lower software sales. Energy consulting revenue was $11 million which was down $2 million versus the prior year. However, we are encouraged by the increasing level of bookings late in Q3 and near term opportunities in our pipeline. In Q3, on a constant currency basis, our resources organic subscription base, which represents the annualized value of subscription contracts, declined $19 million and through the first three quarters, the sub bases declined 8% on a base of $700 million. The Q3 subscription-based decline was primarily from customers reducing their geographic coverage, the long tail of America’s smaller independents experiencing a higher than normal cancellation rate and customers deferring to renew software maintenance. We continue to expect to see losses in our resources sub base in Q4, albeit at a lower rate than Q3. Despite oil prices beginning to stabilize, companies continue to operate in a budget constrained environment and recent global events have caused additional market uncertainty. As we discussed in our Q2 call, there continues to be volatility in demand requirements for oil, and earlier this month the IEA announced a slight reduction in their 2017 demand forecast. We are now forecasting the annual average price of oil in the low 50s in 2017, which is down several dollars per barrel from our prior forecast. We do believe that a more stable price environment will lead to a slight increase in capital spending budgets in 2017 primarily in the U.S. We believe this dynamic should allow our sub base growth to be flat in 2017 and organic revenue declines to modestly improve from 2016 levels. We expect organic revenue growth to return in 2018. CMS revenue adjusted for the negative impact of BPVC declined 6%, which included minus 4% organic, 0% acquisitive and minus 3% FX. Financial services which is comprised entirely of the legacy market business had pro forma revenue growth for this stub period of 4% including 3% organic, 5% acquisitive and negative 4% FX. Organic revenue growth was comprised of 3% recurring fixed, 3% recurring variable and 10% non-recurring. Organic growth for the Information business was 3%. The growth in the quarter was impacted by the movement to IHS fiscal reporting as June 2015 had very strong growth due to higher levels of non-recurring revenue within our indices and pricing and reference state of businesses. We expect improved growth in Q4 and for the fiscal year we expect to finish within our 4% to 6% long-term growth target range. Solutions growth of 6%, benefited from double-digit growth in the enterprise software and a number of our managed service businesses including tax solutions and regulatory compliance and corporate actions. Growth in our WSO franchises slowed as loan AUMs have stabilized following healthy growth in 2015. Our processing business delivered flat organic revenue growth driven largely by strength within the loans processing business as the leverage finance and syndicated loans market was very strong. Our derivatives processing business experienced revenue declines with lower rate volumes due to uncertainty over central bank policies. Overall for our financial services segment, we continue to expect our organic growth for the year to be 3%. Turning now to profits and margins, Q3 adjusted EBITDA totaled $269 million, up 50% versus a year ago. Our adjusted EBITDA margin was 37.1% and represented margin expansion of 490 basis points. Margin expansion included core IHS expansion of 380 basis points, an additional benefit of 110 basis points from inclusion of Markit's stub period results. Regarding segment profitability, core IHS has strong margin improvement in Q3 as we entered the year at a lower cost base due to the transition to our business line operating model and simplification and reduction of our centralized marketing, sell support and shared services cost structures. Transportation's adjusted EBITDA was $89 million with a margin of 39%, up 160 basis points versus prior year due primarily to the margin flow-through from high revenue growth. Resources adjusted EBITDA was $94 million with the margin of 44.9%, up 300 basis points versus prior year due to segment cost reductions over the last four quarters, aligning resources to current business opportunities. CMS adjusted EBITDA was $33 million with the margin of 25.6%, up 580 basis points last year due to cost reduction efforts and margin lift versus prior year due to BPVC in Q3, 2015. Financial services adjusted EBITDA was $65 million with a margin of 41.4%. In the quarter, we recorded a $105 million of acquisition related expenses including $80 million of advisory and banker fees. As a reminder, when we announced the deal, we noted that the cost to achieve synergy expense reductions would be approximately 1.5 times the synergy expense amount. Our effective GAAP tax rate was negative 44% and our adjusted tax rate was 25%. The GAAP tax rate and tax benefit was driven by the GAAP net loss in the quarter which was impacted by acquisition related costs, higher stock-based compensation and the tax efficient capital structure. The adjusted tax rate benefited from the tax efficient capital structure and declined approximately two to three percentage points versus our prior adjusted tax rate. Q3 weighted average diluted share count for adjusted EPS was 349 million shares, which included approximately 1.5 months of market diluted weighted share count. We expect that 2016 fully weighted average share count of $319 million and the year end diluted share count to be 440 million shares. Please refer to page seven of the supplement for additional detail. Turning to adjusted EPS, Q3 increased to $0.45 per diluted share, a $0.04 or 10% improvement over the prior year. The GAAP net loss of $32 million or EPS of negative $0.09 was primarily the result of $105 million of acquisition related costs consisting primarily of deal-related fees as well as the higher level of stock-based compensation expense. Q3 free cash flow was $100 million and represented a conversion rate of 37%. Our trailing 12-month free cash flow was $467 million and represented a conversion rate of 56%. Cash flow was negatively impacted by merger-related fees paid in the quarter of approximately $60 million. Excluding these fees, the trailing 12-month conversion would have been 63%. Going forward, we are expecting free cash flow conversion in the mid-60s, excluding deal-related fees and merger related restructuring expense. Turning to the balance sheet, our quarter end debt balance was $3.3 billion, and we closed the quarter with $201 million of cash. Our gross leverage ratio was 2.5 times and our net leverage ratio was 2.3 times. We repurchased approximately 4.5 million shares in the quarter for $157 million at an average per share price of $35.06 and expect to continue to purchase shares in the open market while continuing to operate in our targeted two to three times gross leverage ratio. Our Board recently authorized the $1.5 billion share repurchase program, which will be used to meet our previously communicated capital return commitments in 2017. Relative to 2016 guidance, we are reiterating our previously communicated guidance with the following revisions to our stock based compensation and GAAP tax rate. For stock based compensation, we are now expecting a range of $195 million to $205 million, which is $25 million greater than our previous range due to higher than anticipated additional expense from revaluation of market outstanding stock options and acceleration of certain share awards associated with severance activities post merger, as well as the conversion of legacy IHS PSUs caller SUs [ph]. In terms of tax rate, we are now expecting a GAAP tax rate of approximately 5%. This is lower than our previous rate due to the now higher anticipated stock compensation expense and the timing of merger-related expenses. We expect an adjusted tax rate of 25% to 26% consistent with the July call. In terms of 2017, we plan to provide guidance in November. However, when we announced the deal in March, we provided financial expectations for the combined company including 2017 adjusted EPS growth of 20% over the midpoint of IHS' 2016 adjusted EPS guidance given on our Q1 call of this year, and a share buyback of $1 billion in each of 2017 and 2018. We are still committed to delivering to these targets. With that, I will turn the call back over to Jerre.