-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CsyfgTKky9zYlRbaLgZp+z5n2rQSfpXTh1ZynhXst0q6fbv9DiKOZoQ7EubgaYEn BExBgsXPyY3oUITfOTjMug== 0001157523-03-005432.txt : 20031016 0001157523-03-005432.hdr.sgml : 20031016 20031016105348 ACCESSION NUMBER: 0001157523-03-005432 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031016 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONESOURCE INFORMATION SERVICES INC CENTRAL INDEX KEY: 0001079880 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 043204522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25849 FILM NUMBER: 03943092 BUSINESS ADDRESS: STREET 1: 300 BAKER AVENUE CITY: CONCORD STATE: MA ZIP: 01742 BUSINESS PHONE: 9783184300 MAIL ADDRESS: STREET 1: 300 BAKER AVE CITY: CONCORD STATE: MA ZIP: 01742 8-K 1 a4493953.txt ONESOURCE INFO SERVICES 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2003 OneSource Information Services, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-25849 04-3204522 - ----------------------------- ------------ -------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 300 Baker Avenue Concord, MA 01742 - -------------------------------------------- ------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (978) 318-4300 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) - 2 - Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------- (c) Exhibits. Exhibit No. Description ---------- ------------- 99.1 Press release, dated October 16, 2003, of the Registrant Item 9. Regulation FD Disclosure [Item 12. Results of Operations and Financial ---------------------------------------------------------------------- Condition] ---------- The following information and exhibit is furnished to the United States Securities and Exchange Commission under Item 12. Results of Operations and Financial Condition of Form 8-K pursuant to the Securities Exchange Act of 1934: On October 16, 2003, Registrant issued a press release announcing financial results for the third quarter ended September 30, 2003. The press release issued by Registrant in connection with the announcement is furnished as Exhibit 99.1 and is incorporated herein by reference. - 3 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned authorized officer. ONESOURCE INFORMATION SERVICES, INC. Date: October 16, 2003 By: /s/ Roy D. Landon ------------------------------- Roy D. Landon Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ---------- ------------- 99.1 Press release, dated October 16, 2003, of the Registrant EX-99 3 a4493953ex991.txt EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 OneSource Meets Guidance for the Third Quarter of 2003; Company Continues its Record of Profitability and Positive Cash Flow CONCORD, Mass.--(BUSINESS WIRE)--Oct. 16, 2003--OneSource Information Services, Inc. (NASDAQ: ONES), a leading provider of business information solutions, today announced financial results for the third quarter ended September 30, 2003. Third Quarter Financial Performance Q3 Q2 Q3 (In millions, except per share data and 2003 2003 2002 percentages) Annualized Contract Value (ACV) $53.0 $53.1 $55.2 Total Revenues $13.9 $14.4 $14.6 Gross Margin 68.0% 67.8% 69.1% Net Income $0.7 $0.7 $1.1 Net Income Per Diluted Share $0.06 $0.06 $0.09 Comments on the Third Quarter "We met our financial guidance and achieved our 13th consecutive quarter of profitability," said Dan Schimmel, president and chief executive officer of OneSource. "We are encouraged by the continued interest in our business information solutions, particularly among our target Global 5000 customers, a sector in which we increased business in the third quarter of 2003. However, general economic conditions remain challenging, and we continue to see longer sales cycles for higher dollar purchase decisions." OneSource generated $2.4 million in new and upgrade business in the third quarter. Much of this business was driven by the company's most recent offerings, such as the OneSource(R) Synergy(SM) Solutions and OneSource Global Business Browser Asia Pacific product offerings. OneSource added 36 new customers during the third quarter, representing $1.0 million in new business. Financial services, professional services and legal were among the strongest sectors for the company. New Global 5000 customers included Dell, GMAC, Johnson Controls, Nokia, Starwood Hotels & Resorts and Toyota. OneSource also posted its best quarter in 2003 with respect to upgrades, generating $1.4 million of additional revenue from existing customers. Among the companies that expanded their relationships with OneSource were ABN AMRO, ADP, Bank One, Georgia Pacific, Marsh & McLennan and Zurich Financial Services. OneSource's dollar-based renewal rate for the third quarter was 72%, which compares with 68% and 80% for the first and second quarters of 2003, respectively. OneSource's year-to-date dollar-based renewal rate on September 30, 2003 was 75%, which is unchanged from the year-to-date dollar-based renewal rate at the end of the second quarter of 2003. "We continue to strive to improve renewal rates through proactive customer outreach and training that enable companies to realize the full potential of our comprehensive solution set," continued Schimmel. "In addition, we have been making a series of platform, content and product enhancements to gain additional traction with Global 5000 customers." Among the company's third quarter product initiatives was the previously announced launch of the Catalyst(SM) product family of business intelligence modules, which includes the Catalyst/Account Intelligence Module for Siebel eBusiness Applications. This is a component that should enable corporations running on Siebel 7 and Siebel 7.5 to quickly access content from OneSource's Enhanced Information Warehouse(TM) repository. OneSource intends to launch additional Catalyst modules for other widely deployed applications and technology platforms in the months ahead. The company also announced the extension of its support for eXtensible Business Reporting Language (XBRL) through the OneSource AppLink(SM) software development kit (SDK) with dynamic, item-level financial data from over 750,000 UK and European companies. OneSource's initial deployment of XBRL data on 28,000 companies worldwide took place in March of 2003. Using XBRL via the AppLink SDK, OneSource customers can now integrate financial data on nearly 800,000 global companies from the OneSource Enhanced Information Warehouse repository into standard business and custom financial applications. Additionally, the company augmented the OneSource Enhanced Information Warehouse repository with more than 121,000 executive contacts. OneSource expects that these contacts will enable OneSource's subscribers in sales, marketing and customer service departments to identify and pursue business with difficult-to-find, mid-level executives at more than 28,000 U.S. companies. Nine-Month Financial Performance Ended Ended (In millions, except per share data and September 30, September 30, percentages) 2003 2002 Total Revenues $42.8 $43.2 Gross Margin 67.8% 69.0% Net Income $2.1 $3.3 Net Income Per Diluted Share $0.18 $0.26 Cash Flows from Operations $5.9 $12.3 For the first nine months of 2003, OneSource generated $5.9 million in cash from operations and ended the third quarter with $22.3 million in cash and cash equivalents. The company leveraged its cash to repurchase approximately 431,000 shares of common stock at an average price of $7.74 per share in the third quarter. In doing so, it completed its third stock buyback program and spent approximately $1.8 million under a fourth stock buyback program. As announced in July 2003, OneSource's Board of Directors approved the repurchase of up to $7 million worth of common stock under its fourth stock buyback program. Since OneSource approved its initial stock buyback program in 2001, the company has repurchased approximately 2.7 million shares of its common stock and has spent $20.3 million in repurchasing this common stock. Business & Financial Outlook Schimmel said, "Based on recent trends in IT spending and our near-term sales forecast, we are reducing our full-year guidance for ACV, revenues and cash flow. We are also reducing our guidance for net income based solely on anticipated expenses related to the previously announced unsolicited letter from ValueAct Capital Partners, L.P." OneSource undertakes no obligation to update the guidance below, which is subject to change. Please note that OneSource provides earnings guidance in accordance with Generally Accepted Accounting Principles (GAAP). As a result, the company's earnings guidance is based upon net income and net income per diluted share. OneSource's financial expectations for the full year 2003, which are subject to change, are as follows: -- ACV in the range of $50 million to $56 million. -- Revenues in the range of $56 million to $58 million. -- Net income per diluted share in the range of $0.18 to $0.23. This figure includes anticipated expenses of between $600,000 and $800,000 related to the unsolicited letter from ValueAct Capital Partners, L.P. -- Cash flow from operations in the range of $6 million to $9 million. Special Committee Review On October 3, 2003, OneSource announced that it had received an unsolicited letter from ValueAct Capital Partners, L.P. expressing its interest in acquiring OneSource's business. ValueAct currently holds approximately a 32% ownership interest in OneSource. OneSource's Board of Directors subsequently formed a special committee of outside independent directors to evaluate OneSource's strategic options to maximize shareholder value. The special committee has engaged Morgan Stanley & Co. and Portico Capital Securities LLC to assist it in this review. Third-Quarter Conference Call Reminder In conjunction with this news release, OneSource plans to Webcast its quarterly conference call at 11:00 a.m. ET today, October 16, 2003. On the call, OneSource President and Chief Executive Officer Dan Schimmel and Chief Financial Officer Roy Landon will discuss the company's financial results and expectations as well as its strategy for long-term growth. Investors interested in listening to the Webcast should log onto www.onesource.com at least 15 minutes prior to the event's broadcast. Select "Investors" to access the Webcast. About OneSource Information Services, Inc. OneSource, a recognized leader in business information solutions, delivers unparalleled company, executive, and industry intelligence that make business professionals more effective and productive in completing their critical daily tasks. OneSource products and services support a company's vital business processes including serving their customers, finding and leveraging new opportunities, and managing suppliers and partners. OneSource combines and organizes content from over 2,500 information sources supplied by more than 30 world-class content providers, creating an unequalled information resource encompassing corporate families, industries, executives, financials, news, analyst reports, and trade and business press articles. Using its Global Business Taxonomy(TM) system, OneSource links this in-depth information on over 1.7 million companies worldwide resulting in the most extensive company-linked repository of business information in the world. Users of OneSource products work faster, smarter, and more productively, whether leveraging OneSource business information through the Web-based OneSource Business Browser(SM) product line or through enterprise applications or portals integrated seamlessly via the OneSource AppLink SDK. To help customers link the OneSource Enhanced Information Warehouse repository into their preferred enterprise applications, OneSource provides consulting and integration services. OneSource is headquartered in Concord, MA, with offices located in North America, Europe, and the Pacific Rim. Product information is available at www.onesource.com. Customers include Bank One, Chubb, Citigroup, Cisco, Hewlett Packard, Deloitte & Touche, i2 Technologies, Orange, Royal & SunAlliance, SAS Institute, and Sun Microsystems. OneSource, Business Browser, Synergy, Global Business Taxonomy, Catalyst, AppLink, Enhanced Information Warehouse and/or other OneSource product and service names referenced herein are either trademarks or service marks or registered trademarks or service marks of OneSource Information Services, Inc. or its subsidiaries in the United States and/or other countries. All other product and service names mentioned herein are trademarks or service marks of their respective owners. Safe Harbor Statement This news release contains certain forward-looking statements that are based on the current beliefs and expectations of OneSource's management, as well as assumptions made by, and information currently available to, OneSource's management. Such statements include, but are not limited to, those regarding OneSource's expectations for revenues, net income per diluted share, cash flow from operations, and ACV for the full year 2003; OneSource's expectation that the enhancement of the Enhanced Information Warehouse repository with more than 121,000 executive contacts will enable its subscribers in sales, marketing and customer service departments to identify and pursue business with difficult-to-find, mid-level executives at more than 28,000 U.S. companies; OneSource's competitive position; the functionality and effectiveness of OneSource products and services, including, but not limited to, the Catalyst modules; OneSource's intent to launch further Catalyst modules; and OneSource's ability to increase renewal rates, generate larger contracts, and gain additional blue-chip customers. Because such statements involve risks and uncertainties, actual actions and strategies and the timing and expected results thereof may differ materially from those expressed or implied by such forward-looking statements, and OneSource's future results, performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Such risks include, but are not limited to, complementing the OneSource product line with new products and services, which may divert management and technical attention and financial resources; OneSource's reliance on generating revenues from its Web-based product line; political, economic, and business fluctuations in domestic and international markets; a third party initiating a takeover attempt of OneSource notwithstanding the Board's adoption of a shareholder rights plan; and competition in the business information services industry. In addition to the factors noted above, other risks, uncertainties, assumptions, and factors that could affect OneSource's financial results are described in OneSource's recent filings with the United States Securities and Exchange Commission including its Annual Report on Form 10-K for the fiscal year ended December 31, 2002. OneSource Information Services, Inc. Condensed Consolidated Statement of Income (In thousands, except per share data, and unaudited) Three months ended Nine months ended September 30, September 30, 2003 2002 2003 2002 Revenues: Web-based product $13,522 $14,042 $41,456 $41,494 CD Rom product and other 368 515 1,329 1,660 Total revenues 13,890 14,557 42,785 43,154 Cost of revenues 4,442 4,501 13,791 13,368 Gross profit: Web-based product 9,463 9,979 28,890 29,397 CD Rom product and other (15) 77 104 389 Total gross profit 9,448 10,056 28,994 29,786 Operating expenses: Selling and marketing 4,133 4,385 12,927 12,297 Platform and product development 2,683 2,279 8,004 7,673 General and administrative 1,522 1,677 4,734 4,543 Amortization of other intangible assets 82 115 245 345 Total operating expenses 8,420 8,456 25,910 24,858 Income from operations 1,028 1,600 3,084 4,928 Interest income, net 75 95 301 299 Income before provision for income taxes 1,103 1,695 3,385 5,227 Provision for income taxes 413 627 1,269 1,934 Net income $690 $1,068 $2,116 $3,293 Basic net income per share $0.06 $0.09 $0.18 $0.28 Diluted net income per share $0.06 $0.09 $0.18 $0.26 Weighted average common shares outstanding: Basic 11,311 11,797 11,515 11,927 Diluted 11,705 12,368 11,901 12,623 OneSource Information Services, Inc. Condensed Consolidated Balance Sheet (In thousands and unaudited) September 30, December 31, 2003 2002 ASSETS Cash and cash equivalents $ 22,318 $ 23,096 Accounts receivable, net 6,690 16,499 Deferred subscription costs and other current assets 3,812 5,339 Total current assets 32,820 44,934 Property and equipment, net 4,568 3,629 Goodwill and other intangible assets, net 5,417 5,662 Other assets, net 5,578 4,573 Total assets $ 48,383 $ 58,798 LIABILITIES AND STOCKHOLDERS' EQUITY Current portion of long-term debt $ 948 $ - Accounts payable and accrued expenses 7,398 11,032 Deferred revenues 23,342 30,257 Total current liabilities 31,688 41,289 Long-term debt 1,639 - Total liabilities 33,327 41,289 Stockholders' equity: Common stock 133 133 Additional paid-in capital 35,791 35,128 Accumulated deficit (5,922) (5,856) Accumulated other comprehensive income 644 437 Treasury stock, at cost (15,590) (12,333) Total stockholders' equity 15,056 17,509 Total liabilities and stockholders' equity $ 48,383 $ 58,798 OneSource Information Services, Inc. Condensed Consolidated Statement Of Cash Flows (In thousands and unaudited) Nine months ended September 30, 2003 2002 Cash flows relating to operating activities: Net income $ 2,116 $ 3,293 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,308 2,383 Amortization of other intangible assets 245 345 Amortization of unearned compensation relating to grants of stock options -- 70 Tax benefits of stock options 615 554 Loss on disposal of fixed assets (5) 7 Changes in operating assets and liabilities 629 5,609 Net cash provided by operating activities 5,908 12,261 Cash flows relating to investing activities: Proceeds from restricted time deposits 603 -- Purchases of property and equipment (2,686) (1,437) Capitalization of software development costs (2,255) (1,047) Net cash used by investing activities (4,338) (2,484) Cash flows relating to financing activities: Issuance of stock pursuant to stock options and employee stock purchase plan 1,256 852 Repurchase of common stock (6,647) (4,976) Proceeds from equipment line advance 2,843 -- Repayment of equipment line (256) -- Net cash used by financing activities (2,804) (4,124) Effect of exchange rate changes on cash and cash equivalents 456 314 Increase in cash and cash equivalents (778) 5,967 Cash and cash equivalents, beginning of year 23,096 18,162 Cash and cash equivalents, end of period $ 22,318 $24,129 CONTACT: OneSource Information Services, Inc. Investor Contact: Roy Landon, 978-318-4377 Roy_Landon@onesource.com or Sharon Merrill Associates, Inc. Media Contact: Jason Fredette, 617-542-5300 jfredette@InvestorRelations.com -----END PRIVACY-ENHANCED MESSAGE-----