October 25, 2007
Thomson Reports Third-Quarter 2007 Results
- Revenues increase 11%; organic revenue up 6%
- Diluted EPS increases to $4.61 from $0.65 primarily due to one-time gain
- Proposed Reuters acquisition progressing
- (All amounts are in U.S. dollars)
STAMFORD, Conn. - The Thomson Corporation (NYSE: TOC; TSX: TOC), a leading provider of information solutions to business and professional customers worldwide, today reported that revenues for the third quarter of 2007 increased 11% to $1.8 billion, and operating profit declined 1% to $312 million. The decline in operating profit was due to $53 million of expenses related to the Reuters acquisition and a series of efficiency initiatives (THOMSONplus) and a $13 million charge related to an anticipated legal settlement. Operating profit was up 16% before these costs. Diluted earnings per share increased to $4.61 in the third quarter, from $0.65 in the year-ago period, primarily driven by the gain from the sale of Thomson Learning’s higher education, careers and library reference assets in July.
“Building on a successful first half of the year, our business continued to demonstrate strong momentum in the quarter,” said Richard J. Harrington, Thomson President and Chief Executive Officer. “Organic revenue was up 6%, with each of our business segments experiencing solid growth in profitability. While our overall operating profit was down slightly due to some special items, underlying profit continued to grow at a double-digit rate and the related operating margins expanded nicely.”
“Our business remains robust, with strong, sustained demand from our customers for our essential workflow solutions,” said Mr. Harrington. “About 80% of our revenues in the quarter were derived from electronic solutions, software and services that grew at a double-digit rate. We have a large base of loyal customers who generally subscribe to our services anywhere from one to five years, leading to recurring revenues of more than 80%. These revenue dynamics are fundamental to our business model.”
“We also continue to make progress related to our proposed acquisition of Reuters and believe it will enable Thomson to best capitalize on long-term trends in the marketplace,” said Mr. Harrington. “Combined, Thomson-Reuters will be able to effectively address business and financial customers’ growing demand for broader, faster and more integrated information and solutions. Our respective businesses are extremely complementary, with little overlap in either geographic presence or product offering. Together, we will have a global footprint with strong brands in North America, Europe and Asia. We believe the transaction will enhance competition and our customers continue to provide us with positive feedback on the benefits and value of bringing Thomson and Reuters together.”
Consolidated Third-Quarter Financial Highlights
- Revenues increased 11% to $1.8 billion, led by strong growth in the Legal, Tax & Accounting, Scientific and Financial business segments. Organic revenue growth was 6%.
- Operating profit decreased 1% to $312 million. Operating profit margin was 17.3% compared with 19.4% in the prior-year period. The decline was due to $29 million of Reuters transaction-related costs, $24 million of THOMSONplus-related investments and a $13 million charge related to an anticipated legal settlement. Excluding the Reuters transaction-related costs, THOMSONplus investments and the legal settlement, operating profit increased 16% and operating profit margin increased 80 basis points over the prior year, to 21.0%.
- Earnings attributable to common shares were $3.0 billion, or $4.61 diluted earnings per share, compared to $418 million, or $0.65 diluted earnings per share, in the third quarter of 2006. Earnings in the third quarter of 2007 included $2.7 billion related to discontinued operations, net of tax, primarily related to the gain from the sale of Thomson Learning’s higher education assets. After adjusting for discontinued operations as well as costs related to the proposed Reuters transaction, other income, tax benefits and the normalization of the tax rate, earnings were $310 million, or $0.48 per share, compared to $199 million, or $0.31 per share, in the third quarter of 2006. Earnings also benefited from interest income realized from the proceeds of the Thomson Learning higher education assets.
- Net cash provided by operations was $427 million, compared to $633 million in the third quarter of 2006. Free cash flow was $275 million, compared to $461 million a year ago. The change primarily reflected the composition of businesses in discontinued operations and costs associated with their disposition.
Third-Quarter Operational Highlights
- In July, Thomson received proceeds of approximately $7.6 billion from the closing of the previously announced sale of Thomson Learning’s higher education, careers and library reference assets and Nelson Canada.
- In July, Thomson also announced it had agreed to sell its Prometric business to Educational Testing Service (ETS) for approximately $435 million. The sale closed on October 12.
- Earlier this month, Thomson Financial announced plans to form a long-term, strategic partnership with nine global dealers to further expand electronic trading using the TradeWeb platform. Under the terms of the agreement, the dealers will invest approximately $180 million to purchase a 15% stake in TradeWeb’s established markets. Thomson and the dealers also agreed to fund additional investment in asset class expansion. The transaction is expected to close in the next few months.
- Thomson continued to drive operational efficiency through a series of initiatives (THOMSONplus), which achieved annualized run-rate savings of $85 million at the end of the third quarter of 2007. THOMSON plus is ahead of schedule. As a result, the company expects to spend $130 million in 2007, $30 million more than originally estimated. However, the aggregate amount expected to be spent on the program will remain unchanged at $250 million. Most importantly, Thomson now expects to achieve its annualized run-rate savings target of $150 million by the middle of next year, six months ahead of its original schedule.
Third-Quarter Business Segment Highlights
- Revenues increased 11% to $856 million. Organic revenue growth was 8%, acquisitions added 1%, and foreign exchange contributed 2%.
- Organic revenue was driven by strong online growth led by Westlaw’s 9% revenue increase, including solid contributions from Westlaw Litigator and ResultsPlus and solid growth across all customer segments. Revenues from the segment’s international online legal business grew at a double-digit rate. FindLaw’s revenue grew 30% driven by strong revenue increases in the software and services business due to new sales, new product introductions and improved retention. Print and CD related revenues increased 4%, in part due to some timing in shipments.
- Segment operating profit grew 6% to $274 million, aided by strong revenue growth and efficiency projects. The related margin decreased 170 basis points, to 32.0%, due primarily to an anticipated legal settlement of $13 million recorded in the quarter.
- Revenues grew 7% to $544 million. Organic revenue growth was 5% and foreign exchange added 2%.
- Organic revenue growth was driven by Investment Management, Omgeo, Enterprise Solutions, Corporate Services and Investment Banking. Investment Management growth was driven by Thomson ONE as well as continued demand for Thomson Quantitative Analytics, StreetEvents and Datafeeds. Business in Europe and Asia continued to experience strong double-digit revenue growth in the quarter.
- Segment operating profit grew 21% to $117 million, and the related margin increased 240 basis points to 21.5%, aided by solid revenue growth, efficiency initiatives and operating leverage.
Tax & Accounting
- Revenues increased 19% to $142 million. Organic revenues grew 10%, and growth from acquisitions was 9%. The revenue growth reflected the acquisition of CrossBorder Solutions, eProperty Tax and Deloitte Sales & Use Tax which have expanded Tax & Accounting’s presence in the corporate tax market.
- Organic revenue growth in the quarter was attributable to strong performances from Checkpoint and core software products targeted to accountants and corporations as a result of strong new sales and high retention rates, as well as higher transactional revenue.
- Segment operating profit grew 24% to $26 million as a result of the flow-through from strong revenue performance and efficiency initiatives. Operating profit margin grew by 70 basis points to 18.3%.
- It should be noted that a significant portion of this segment’s revenues and operating profits have historically been generated in the fourth quarter.
- Revenues grew 8% to $160 million. Organic revenues contributed 5%, acquisitions added 1%, and foreign exchange added an additional 2%.
- Strong performances from Scientific’s information solutions and services, including ISI Web of Knowledge, Web of Science and solutions targeted to corporate customers, continued to drive growth in the quarter. Software solutions also contributed to Scientific’s growth in the quarter. However, revenue growth was partially offset by declines in legacy online and print products.
- Segment operating profit grew 8% to $41 million, and the related margin of 25.6% was essentially flat compared to the prior year.
- Revenues increased 26% to $102 million. Revenues from acquisitions contributed 30% in the quarter, offset by a 4% decline in organic revenues primarily due to timing of the shipping of an annual PDR supplement in the second quarter of 2007 that was distributed last year in the third quarter. Revenue growth continued to be driven by Solucient, which further strengthened Thomson’s management decision support products for healthcare providers.
- Segment operating profit increased 50% to $15 million, with operating profit margin increasing 240 basis points, to 14.7%.
- It should be noted that a significant portion of this segment’s revenues and operating profits have historically been generated in the fourth quarter.
Corporate and Other
Corporate and Other expenses in the third quarter of 2007 were $95 million, a $43 million increase compared to $52 million in the prior-year period. The increase was primarily due to $29 million of costs related to the proposed Reuters transaction and an $11 million increase in investments in THOMSONplus-related initiatives to $24 million, from $13 million a year ago.
The gain on the sale of the former Thomson Learning businesses accounted for the majority of results in Discontinued Operations.
Consolidated Financial Highlights for Nine-Months 2007
- Revenues increased 11%, to $5.3 billion, driven by 6% organic growth.
- Operating profit increased 7%, to $893 million, driven by solid improvements in all business segments. Excluding Reuters transaction-related costs, THOMSONplus investments and the legal settlement, operating profit increased 19% and the related margin improved 130 basis points to 19.4%.
- Earnings attributable to common shares were $3.6 billion, or $5.53 diluted earnings per share, for the nine months of 2007, compared with $725 million, or $1.12 diluted earnings per share, in the prior-year period. Earnings included $2.8 billion, net of tax, for results of discontinued operations, primarily representing the gain from the sale of Thomson Learning’s higher education, careers and library reference assets and Nelson Canada. After adjusting for discontinued operations, as well as costs related to the proposed Reuters transaction, other income, tax benefits and the normalization of the tax rate, earnings were $709 million, or $1.10 per share, compared to $540 million, or $0.84 per share, for the nine months of 2006.
- Net cash provided by operations was $1.2 billion, compared to $1.3 billion in the previous year period. Free cash flow was $638 million, versus $886 million for the first nine months of 2006. The change primarily reflected the composition of businesses in discontinued operations and costs associated with their disposition.
Status of Proposed Acquisition of Reuters Group PLC
Thomson’s proposed acquisition of Reuters Group PLC is progressing. The combined business, to be named Thomson-Reuters, will create a global leader in electronic information services, trading systems and news. The transaction is currently being reviewed by the European Commission, the U.S. Department of Justice, the Canadian Competition Bureau and other regulatory authorities. Thomson and Reuters recently provided a regulatory update on October 8, 2007.
“We continue to hold productive discussions with regulators, and we remain hopeful that we can work with them to expedite the process and complete the transaction in or around the first quarter of 2008,” said Mr. Harrington.
The Board of Directors declared a quarterly dividend of $0.245 per common share payable on December 17, 2007 to holders of record as of November 21, 2007.
The following represents the company’s current business outlook for full-year 2007.
- Revenue growth is expected to be at the high end of the company’s long-term target range of 7%-9%, prior to the deployment of the proceeds from the sale of Thomson Learning and excluding the impact of currency translation.
- Operating profit margin is expected to be at or above 2006 levels, despite increasing investments in efficiency initiatives and excluding the impact of costs related to the proposed acquisition of Reuters Group PLC.
- Cash generated by continuing operations is expected to grow, excluding cash generated through deployment of the Thomson Learning sale proceeds.
The primary change to Thomson’s 2007 outlook, from that communicated on February 8, 2007, is to exclude the expected impact of Reuters-related costs on operating profit margin. The company’s proposed acquisition of Reuters was announced in May 2007.
As required by UK disclosure requirements associated with providing profit-related forecasts at this time, the bases and assumptions for the preparation of the company’s revenue and operating profit margin outlook are appended to this news release, along with related letters from PricewaterhouseCoopers LLP, Perella Weinberg Partners UK LLP and Bear, Stearns & Co. Inc.
The Thomson Corporation
The Thomson Corporation (www.thomson.com) is a global leader in providing essential electronic workflow solutions to business and professional customers. With operational headquarters in Stamford, Conn., Thomson provides value-added information, software tools and applications to professionals in the fields of law, tax, accounting, financial services, scientific research and healthcare. The Corporation’s common shares are listed on the New York and Toronto stock exchanges (NYSE: TOC; TSX: TOC).
The Thomson Corporation will webcast a discussion of third-quarter results beginning at 8:30 am ET today. To participate in the webcast, please visit www.thomson.com and click the “Investor Relations” link located at the top of the page.
The Corporation’s financial statements are prepared in accordance with Canadian generally accepted accounting principles (GAAP) and are reported in U.S. dollars. When applicable, prior periods are restated for discontinued operations.
This news release includes certain non-GAAP financial measures, such as adjusted earnings from continuing operations and free cash flow. We use these non-GAAP financial measures as supplemental indicators of our operating performance and financial position. These measures do not have any standardized meanings prescribed by GAAP and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with GAAP. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are set forth in the following tables.
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
This news release, in particular the discussion of the proposed acquisition of Reuters and the section under the heading “Business Outlook” includes forward-looking statements, such as the Corporation’s beliefs and expectations regarding its financial performance in 2007. These statements are based on certain assumptions and reflect the Corporation’s current expectations. Forward-looking statements also include statements about the Corporation’s beliefs and expectations related to its anticipated run-rate savings and costs related to THOMSONplus as well as the timing for the program, its beliefs that the proposed acquisition of Reuters will position Thomson to best capitalize on long-term trends in the marketplace and that the combined business will be able to effectively address customers’ growing demands for integrated information and solutions, and that its recently announced partnership with the global dealers will expand electronic trading using TradeWeb. While Thomson believes that the proposed transaction with Reuters will be approved by antitrust/competition authorities, there can be no assurance that required approvals will be obtained, how long it will take to obtain such approvals or what conditions, if any, such authorities may impose. All forward-looking statements in this news release are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. These risks and uncertainties include the failure of Reuters shareholders to approve the proposed transaction; the effect of regulatory conditions, if any, imposed by regulatory authorities; the reaction of Thomson's and Reuters’ customers, employees and suppliers to the proposed transaction; the ability to promptly and effectively integrate the businesses of Thomson and Reuters after the transaction closes; and the diversion of management time on transaction-related issues. Some of the other factors that could cause actual results or events to differ materially from current expectations are actions of competitors; failure to fully derive anticipated benefits from acquisitions and divestitures; failure to develop additional products and services to meet customers’ needs, attract new customers or expand into new geographic markets; and changes in the general economy. Additional factors are discussed in the Corporation’s materials filed with the securities regulatory authorities in Canada and the United States from time to time, including the Corporation’s latest annual information form, which is also contained in its most recently filed annual report on Form 40-F. In preparing its Business Outlook, the Corporation’s material assumptions were that (i) there will be no change to existing prevailing worldwide macroeconomic conditions through the end of 2007 relative to 2006; (ii) there will be no material adverse events which will have a significant impact on Thomson’s financial results; (iii) a portion of Thomson’s anticipated 2007 revenue growth will come from tactical acquisitions made during the year; (iv) the Business Outlook reflects the continuing operations of Thomson’s business as of September 30, 2007; (v) the Business Outlook includes investments associated with Thomson’s various efficiency initiatives, including THOMSONplus; and (vi) the Business Outlook excludes costs related to the Reuters transaction. The Business Outlook has been calculated excluding the impact of currency translation. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
Each of PricewaterhouseCoopers LLP, Perella Weinberg Partners UK LLP and Bear, Stearns & Co. Inc. has given and has not withdrawn its written consent to (i) the issue of this news release with the inclusion of its letter appended to this release and (ii) the reference to its name in the form and context in which it is included in this news release.
Statements that relate to potential earnings enhancements in this news release should not be interpreted to mean that earnings per share will necessarily be greater than those for the relevant preceding financial period.
This document does not constitute an offer for sale of any securities or an offer or an invitation to purchase any such securities. Following satisfaction or waiver of the pre-conditions to the proposed Reuters transaction, documents relating to the proposed transaction will be furnished to or filed with the SEC. Shareholders are urged to read such documents regarding the proposed transaction if and when they become available, because they will contain important information. Shareholders will be able to obtain free copies of these documents, as well as other filings containing information about the companies, without charge, at the SEC’s website at www.sec.gov, at the Canadian securities regulatory authorities’ website at www.sedar.com and from Thomson. These documents will also be available for inspection and copying at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, United States. For further information about the public reference room, call the SEC at +1 800-732-0330.