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): June 19, 2014

Commission file number 001-32511
______________________

IHS INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
13‑3769440
(I.R.S. Employer
Identification Number)

15 Inverness Way East
Englewood, CO 80112
(Address of principal executive offices)
(303) 790‑0600
(Registrant's telephone number, including area code)

Former name or former address, if changed since last report: Not Applicable
______________________

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 June 19, 2014, IHS Inc., a Delaware corporation ("IHS" or "we" or "us" or "our"), issued a media release announcing earnings for the second quarter ended May 31, 2014. The media release has been furnished with this Form 8-K as an exhibit and posted on our website (www.ihs.com). In addition, the media release has been distributed through a newswire release.








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

99.1 Earnings release dated June 19, 2014.


SIGNATURES

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 thereunto duly authorized.

 
IHS INC.
 
 
 
Date: June 19, 2014
By:
/s/ Todd S. Hyatt
 
 
Todd S. Hyatt
 
 
Executive Vice President and Chief Financial Officer









Exhibit 99.1
News Release


FOR IMMEDIATE RELEASE                                 

News Media Contact:
 
Investor Relations Contact:
 
Dan Wilinsky
 
Eric Boyer
 
+1 303 397 2468
 
+1 303 397 2969
 
dan.wilinsky@ihs.com
 
eric.boyer@ihs.com
 

IHS Inc. Reports Second Quarter 2014 Results

ENGLEWOOD, Colo. (June 19, 2014) - IHS Inc. (NYSE: IHS), the leading global source of information and analytics, today reported results for the second quarter ended May 31, 2014.

Revenue of $568 million, up 36 percent from the prior-year period

Total organic revenue growth of 6 percent, anchored by 6 percent subscription organic revenue growth

Adjusted EBITDA of $173 million, up 33 percent from the prior-year period

Adjusted earnings per diluted share (Adjusted EPS) of $1.47, up 17 percent from the prior-year period

Free cash flow of $195 million, up 83 percent from the prior-year period

Adjusted EBITDA, Adjusted EPS, and free cash flow are non-GAAP financial measures used by management to measure operating performance. These terms are defined elsewhere in this release. Please see schedules appearing later in this release for reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures.

1


Second Quarter and Year-to-Date 2014 Financial Performance

 
Three months ended May 31,
 
Change
 
Six months ended May 31,
 
Change
(in thousands, except percentages and per share data)
2014
 
2013
 
$
 
%
 
2014
 
2013
 
$
 
%
Revenue
$
568,008

 
$
418,143

 
$
149,865

 
36
%
 
$
1,092,466

 
$
800,668

 
$
291,798

 
36
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
55,492

 
$
42,890

 
$
12,602

 
29
%
 
$
87,914

 
$
67,561

 
$
20,353

 
30
%
Adjusted EBITDA
$
172,733

 
$
130,156

 
$
42,577

 
33
%
 
$
328,908

 
$
248,350

 
$
80,558

 
32
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP EPS
$
0.81

 
$
0.65

 
$
0.16

 
25
%
 
$
1.28

 
$
1.01

 
$
0.27

 
27
%
Adjusted EPS
$
1.47

 
$
1.26

 
$
0.21

 
17
%
 
$
2.75

 
$
2.34

 
$
0.41

 
18
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flow from operations
$
221,113

 
$
129,480

 
$
91,633

 
71
%
 
$
374,974

 
$
261,166

 
$
113,808

 
44
%
Free cash flow
$
194,687

 
$
106,411

 
$
88,276

 
83
%
 
$
323,938

 
$
218,730

 
$
105,208

 
48
%

We were pleased to deliver on our expanding organic growth objectives,” said Scott Key, IHS president and chief executive officer.  “Encouragingly, our growth was broad-based, with progress and performance in each of the three regions and in each product category.”

“We had very strong cash flow in the quarter and have delivered over $500 million of free cash flow over the last twelve months,” said Todd Hyatt, IHS chief financial officer. “This has allowed us to de-lever from 3.7 times to 2.9 times in less than a year.”

Second Quarter and Year-to-Date 2014 Revenue Performance

Second quarter 2014 revenue increased 36 percent compared to the second quarter of 2013, and year-to-date 2014 revenue increased 36 percent compared to the same period in 2013. The components of revenue growth are described below by segment and in total.

 
Increase in revenue
 
Second quarter 2014 vs. second quarter 2013
 
Year-to-date 2014 vs. year-to-date 2013
(All amounts represent percentage points)
Organic
 
Acquisitive
 
Foreign
Currency
 
Organic
 
Acquisitive
 
Foreign
Currency
Americas
4
%
 
43
%
 
(1
)%
 
5
%
 
45
%
 
(1
)%
EMEA
10
%
 
9
%
 
4
 %
 
8
%
 
9
%
 
3
 %
APAC
4
%
 
6
%
 
 %
 
2
%
 
7
%
 
(1
)%
Total
6
%
 
30
%
 
1
 %
 
5
%
 
31
%
 
 %

The subscription-based business grew 6 percent organically in the second quarter of 2014 compared to the second quarter of 2013, as described in the following table.

 
Three months ended May 31,
 
Percent change
 
Six months ended May 31,
 
Percent change
(in thousands, except percentages)
2014
 
2013
 
Total
 
Organic
 
2014
 
2013
 
Total
 
Organic
Subscription revenue
$
426,346

 
$
313,923

 
36
%
 
6
%
 
$
843,720

 
$
621,650

 
36
%
 
6
%
Non-subscription revenue
141,662

 
104,220

 
36
%
 
4
%
 
248,746

 
179,018

 
39
%
 
3
%
Total revenue
$
568,008

 
$
418,143

 
36
%
 
6
%
 
$
1,092,466

 
$
800,668

 
36
%
 
5
%


2


Second Quarter and Year-to-Date 2014 Segment Performance

On a consolidated basis, IHS continued to deliver solid organic revenue growth. Segment results were as follows:

Americas. Second quarter revenue for Americas increased $119 million, or 46 percent, to $377 million, and included 5 percent organic growth for the subscription-based business. Second quarter Adjusted EBITDA for Americas increased $27 million, or 25 percent, to $135 million. Second quarter operating income for Americas increased $14 million, or 18 percent, to $94 million.

Year-to-date revenue for Americas increased $240 million, or 49 percent, to $727 million. Year-to-date Adjusted EBITDA for Americas increased $57 million, or 28 percent, to $259 million. Year-to-date operating income for Americas increased $30 million, or 21 percent, to $171 million.

Americas results for both the second quarter and year-to-date 2014 periods benefited from the inclusion of R. L. Polk.

EMEA. Second quarter revenue for EMEA increased $26 million, or 23 percent, to $139 million, and included 9 percent organic growth for the subscription-based business. Second quarter Adjusted EBITDA for EMEA increased $13 million, or 48 percent, to $40 million. Second quarter operating income for EMEA increased $14 million, or 68 percent, to $34 million. EMEA profit benefited from revenue growth and prior investment in scaled infrastructure.

Year-to-date revenue for EMEA increased $43 million, or 19 percent, to $266 million. Year-to-date Adjusted EBITDA for EMEA increased $21 million, or 41 percent, to $72 million. Year-to-date operating income for EMEA increased $23 million, or 62 percent, to $59 million.

APAC. Second quarter revenue for APAC increased $5 million, or 10 percent, to $52 million, and included 10 percent organic growth for the subscription-based business. Second quarter Adjusted EBITDA for APAC increased $3 million, or 25 percent, to $14 million. Second quarter operating income for APAC increased $3 million, or 26 percent, to $13 million.

Year-to-date revenue for APAC increased $8 million, or 9 percent, to $100 million. Year-to-date Adjusted EBITDA for APAC increased $3 million, or 16 percent, to $24 million. Year-to-date operating income for APAC increased $3 million, or 15 percent, to $23 million.

Outlook (forward-looking statement)

For the year ending November 30, 2014, IHS expects:

Revenue in a range of $2.17 billion to $2.23 billion, including 6-7 percent organic growth on the subscription base;

Adjusted EBITDA in a range of $675 million to $705 million; and

Adjusted EPS in a range of $5.50 to $5.85 per diluted share.
 
Additionally, for the year ending November 30, 2014, IHS expects:

Depreciation expense to be approximately $75-80 million;

Amortization expense related to acquired intangible assets to be approximately $135-140 million;

3



Net interest expense to be approximately $55-60 million;

Stock-based compensation expense to be approximately $185-195 million;

An adjusted tax rate of approximately 28-30 percent;

An effective GAAP tax rate of approximately 20-22 percent; and
 
Fully diluted shares to be approximately 69-70 million.

The above outlook assumes no further currency movements, acquisitions, divestitures, pension mark-to-market adjustments or unanticipated events. See discussion of non-GAAP financial measures at the end of this release.

As previously announced, IHS will hold a conference call to discuss second quarter 2014 results on June 19, 2014, at 8:00 a.m. EDT. The conference call will be simultaneously webcast on the company’s website: www.ihs.com.

###

Use of Non-GAAP Financial Measures
Non-GAAP results are presented only as a supplement to our financial statements based on U.S. generally accepted accounting principles (GAAP). Non-GAAP financial information is provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP and non-GAAP measures should not be considered in isolation or as a substitute for financial measures calculated in accordance with GAAP. Reconciliations of the most directly comparable GAAP measures to non-GAAP measures, such as Adjusted EBITDA, Adjusted net income, Adjusted EPS, and free cash flow are provided within the schedules attached to this release.

We use non-GAAP measures in our operational and financial decision-making, believing that it is useful to exclude certain items in order to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. As a result, internal management reports used during monthly operating reviews feature the Adjusted EBITDA, Adjusted net income, Adjusted EPS, and free cash flow metrics. We also believe that investors may find non-GAAP financial measures useful for the same reasons, although investors are cautioned that non-GAAP financial measures are not a substitute for GAAP disclosures.

Because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly-titled measures of other companies. However, these measures can still be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of GAAP financial disclosures.

IHS Forward-Looking Statements:
This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “aim,” “strive,” “believe,” “project,” “predict,” "estimate," "expect," “continue,” "strategy," "future," "likely," "may," “might,” "should," "will," the negative of these terms and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding guidance relating to net income, net income per share, and expected operating results, such as revenue growth and earnings.

4


Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: economic and financial conditions, including volatility in interest and exchange rates; our ability to successfully manage risks associated with changes in demand for our products and services as well as changes in our targeted industries; our ability to develop new platforms to deliver our products and services, pricing, and other competitive pressures, and changes in laws and regulations governing our business; the extent to which we are successful in gaining new long-term relationships with customers or retaining existing ones and the level of service failures that could lead customers to use competitors' services; our ability to successfully identify and integrate acquisitions into our existing businesses and manage risks associated therewith; and the other factors described under the caption “Risk Factors” in our most recent annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission.
Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Please consult our public filings at www.sec.gov or www.ihs.com.

About IHS Inc. (www.ihs.com)
IHS Inc. (NYSE: IHS) is the leading source of information, insight and analytics in critical areas that shape today’s business landscape. Businesses and governments in more than 165 countries around the globe rely on the comprehensive content, expert independent analysis and flexible delivery methods of IHS to make high-impact decisions and develop strategies with speed and confidence. IHS has been in business since 1959 and became a publicly traded company on the New York Stock Exchange in 2005. Headquartered in Englewood, Colorado, USA, IHS is committed to sustainable, profitable growth and employs approximately 8,000 people in 31 countries around the world.
 
IHS is a registered trademark of IHS Inc. All other company and product names may be trademarks of their respective owners.
© 2014 IHS Inc. All rights reserved.



5



IHS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per-share amounts)

 
As of
 
As of
 
May 31, 2014
 
November 30, 2013
 
(Unaudited)
 
(Audited)
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
220,998

 
$
258,367

Accounts receivable, net
416,771

 
459,263

Income tax receivable
164

 

Deferred subscription costs
63,289

 
49,327

Deferred income taxes
59,757

 
70,818

Other
59,896

 
43,065

Total current assets
820,875

 
880,840

Non-current assets:

 

Property and equipment, net
267,250

 
245,566

Intangible assets, net
1,077,083

 
1,144,464

Goodwill
3,064,631

 
3,065,181

Other
18,627

 
23,562

Total non-current assets
4,427,591

 
4,478,773

Total assets
$
5,248,466

 
$
5,359,613

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Short-term debt
$
140,911

 
$
395,527

Accounts payable
57,372

 
57,001

Accrued compensation
60,979

 
89,460

Accrued royalties
33,652

 
36,289

Other accrued expenses
112,949

 
98,187

Income tax payable

 
9,961

Deferred revenue
667,264

 
560,010

Total current liabilities
1,073,127

 
1,246,435

Long-term debt
1,715,595

 
1,779,065

Accrued pension and postretirement liability
31,210

 
27,191

Deferred income taxes
349,434

 
361,267

Other liabilities
51,775

 
38,692

Commitments and contingencies
 
 
 
Stockholders’ equity:
 
 
 
Class A common stock, $0.01 par value per share, 160,000,000 shares authorized, 69,051,356 and 67,901,101 shares issued, and 68,123,301 and 67,382,298 shares outstanding at May 31, 2014 and November 30, 2013, respectively
691

 
679

Additional paid-in capital
870,215

 
788,670

Treasury stock, at cost: 928,055 and 518,803 shares at May 31, 2014 and November 30, 2013, respectively
(93,374
)
 
(45,945
)
Retained earnings
1,308,434

 
1,220,520

Accumulated other comprehensive loss
(58,641
)
 
(56,961
)
Total stockholders’ equity
2,027,325

 
1,906,963

Total liabilities and stockholders’ equity
$
5,248,466

 
$
5,359,613


6



IHS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per-share amounts)
(Unaudited)
 
 
Three months ended May 31,
 
Six months ended May 31,
 
2014
 
2013
 
2014
 
2013
Revenue
$
568,008

 
$
418,143

 
$
1,092,466

 
$
800,668

Operating expenses:
 
 
 
 
 
 
 
Cost of revenue (includes stock-based compensation expense of $1,511; $1,294; $3,371 and $2,976 for the three and six months ended May 31, 2014 and 2013, respectively)
224,945

 
172,424

 
437,870

 
332,499

Selling, general and administrative (includes stock-based compensation expense of $34,521; $29,505; $76,625 and $67,585 for the three and six months ended May 31, 2014 and 2013, respectively)
203,644

 
143,609

 
401,360

 
285,838

Depreciation and amortization
49,142

 
32,877

 
98,779

 
65,356

Restructuring charges
860

 
3,231

 
4,035

 
8,019

Acquisition-related costs
77

 
1,665

 
1,017

 
3,560

Net periodic pension and postretirement expense
2,834

 
2,242

 
5,670

 
4,482

Other expense (income), net
(267
)
 
511

 
1,308

 
2,930

Total operating expenses
481,235

 
356,559

 
950,039

 
702,684

Operating income
86,773

 
61,584

 
142,427

 
97,984

Interest income
235

 
303

 
486

 
647

Interest expense
(14,610
)
 
(6,164
)
 
(29,855
)
 
(12,284
)
Non-operating expense, net
(14,375
)
 
(5,861
)
 
(29,369
)
 
(11,637
)
Income from continuing operations before income taxes
72,398

 
55,723

 
113,058

 
86,347

Provision for income taxes
(16,906
)
 
(12,840
)
 
(25,144
)
 
(18,793
)
Income from continuing operations
55,492

 
42,883

 
87,914

 
67,554

Income from discontinued operations, net

 
7

 

 
7

Net income
$
55,492

 
$
42,890

 
$
87,914

 
$
67,561


 
 
 
 
 
 
 
Basic earnings per share
 
 
 
 
 
 
 
Income from continuing operations
$
0.81

 
$
0.65

 
$
1.29

 
$
1.03

Income from discontinued operations, net
$

 
$

 
$

 
$

Net income
$
0.81

 
$
0.65

 
$
1.29

 
$
1.03

Weighted average shares used in computing basic earnings per share
68,216

 
65,888

 
68,015

 
65,840


 
 
 
 
 
 
 
Diluted earnings per share
 
 
 
 
 
 
 
Income from continuing operations
$
0.81

 
$
0.65

 
$
1.28

 
$
1.01

Income from discontinued operations, net
$

 
$

 
$

 
$

Net income
$
0.81

 
$
0.65

 
$
1.28

 
$
1.01

Weighted average shares used in computing diluted earnings per share
68,697

 
66,421

 
68,730

 
66,584


7



IHS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Six months ended May 31,
 
2014
 
2013
Operating activities:
 
 
 
Net income
$
87,914

 
$
67,561

Reconciliation of net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
98,779

 
65,356

Stock-based compensation expense
79,996

 
70,561

Impairment of assets

 
1,629

Excess tax benefit from stock-based compensation
(10,327
)
 
(11,802
)
Net periodic pension and postretirement expense
5,670

 
4,482

Pension and postretirement contributions
(1,650
)
 
(11,876
)
Deferred income taxes
28,907

 
(26,462
)
Change in assets and liabilities:
 
 
 
Accounts receivable, net
38,871

 
37,053

Other current assets
(23,153
)
 
(15,803
)
Accounts payable
119

 
(10,430
)
Accrued expenses
(16,666
)
 
(11,585
)
Income tax payable
(20,656
)
 
27,561

Deferred revenue
105,570

 
75,998

Other liabilities
1,600

 
(1,077
)
Net cash provided by operating activities
374,974

 
261,166

Investing activities:
 
 
 
Capital expenditures on property and equipment
(51,036
)
 
(42,436
)
Acquisitions of businesses, net of cash acquired

 
(155,505
)
Intangible assets acquired
(714
)
 

Change in other assets
2,762

 
(2,317
)
Settlements of forward contracts
1,309

 
128

Net cash used in investing activities
(47,679
)
 
(200,130
)
Financing activities:
 
 
 
Proceeds from borrowings
30,000

 
45,000

Repayment of borrowings
(348,086
)
 
(97,001
)
Excess tax benefit from stock-based compensation
10,327

 
11,802

Proceeds from the exercise of employee stock options

 
285

Repurchases of common stock
(47,429
)
 
(83,365
)
Net cash used in financing activities
(355,188
)
 
(123,279
)
Foreign exchange impact on cash balance
(9,476
)
 
(15,634
)
Net decrease in cash and cash equivalents
(37,369
)
 
(77,877
)
Cash and cash equivalents at the beginning of the period
258,367

 
345,008

Cash and cash equivalents at the end of the period
$
220,998

 
$
267,131


8



IHS INC.
SUPPLEMENTAL REVENUE DISCLOSURE
(In thousands)
(Unaudited)


 
Three months ended May 31,
 
Percent change
 
Six months ended May 31,
 
Percent change
 
2014
 
2013
 
Total
 
Organic
 
2014
 
2013
 
Total
 
Organic
Revenue by segment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
376,787

 
$
257,625

 
46
%
 
4
%
 
$
727,207

 
$
486,791

 
49
%
 
5
%
EMEA
138,847

 
112,944

 
23
%
 
10
%
 
265,708

 
222,415

 
19
%
 
8
%
APAC
52,374

 
47,574

 
10
%
 
4
%
 
99,551

 
91,462

 
9
%
 
2
%
Total revenue
$
568,008

 
$
418,143

 
36
%
 
6
%
 
$
1,092,466

 
$
800,668

 
36
%
 
5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by transaction type:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subscription
$
426,346

 
$
313,923

 
36
%
 
6
%
 
$
843,720

 
$
621,650

 
36
%
 
6
%
Non-subscription
141,662

 
104,220

 
36
%
 
4
%
 
248,746

 
179,018

 
39
%
 
3
%
Total revenue
$
568,008

 
$
418,143

 
36
%
 
6
%
 
$
1,092,466

 
$
800,668

 
36
%
 
5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by product category:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Resources
$
243,876

 
$
221,680

 
10
%
 
6
%
 
$
461,370

 
$
412,196

 
12
%
 
7
%
Industrials
181,346

 
64,359

 
182
%
 
1
%
 
353,069

 
126,848

 
178
%
 
%
Horizontal products
142,786

 
132,104

 
8
%
 
7
%
 
278,027

 
261,624

 
6
%
 
6
%
Total revenue
$
568,008

 
$
418,143

 
36
%
 
6
%
 
$
1,092,466

 
$
800,668

 
36
%
 
5
%



9



IHS INC.
RECONCILIATION OF CONSOLIDATED NON-GAAP FINANCIAL MEASUREMENTS TO
MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASUREMENTS
(In thousands, except for per-share amounts)
(Unaudited)

 
Three months ended May 31,
 
Six months ended May 31,
 
2014
 
2013
 
2014
 
2013
Net income
$
55,492

 
$
42,890

 
$
87,914

 
$
67,561

Interest income
(235
)
 
(303
)
 
(486
)
 
(647
)
Interest expense
14,610

 
6,164

 
29,855

 
12,284

Provision for income taxes
16,906

 
12,840

 
25,144

 
18,793

Depreciation
16,090

 
10,851

 
31,880

 
20,731

Amortization related to acquired intangible assets
33,052

 
22,026

 
66,899

 
44,625

EBITDA (1)(6)
$
135,915

 
$
94,468

 
$
241,206

 
$
163,347

Stock-based compensation expense
36,032

 
30,799

 
79,996

 
70,561

Restructuring charges
860

 
3,231

 
4,035

 
8,019

Acquisition-related costs
77

 
1,665

 
1,017

 
3,560

Impairment of assets

 

 

 
1,629

(Gain) loss on sale of assets
(151
)
 

 
2,654

 
1,241

Income from discontinued operations, net

 
(7
)
 

 
(7
)
Adjusted EBITDA (2)(6)
$
172,733

 
$
130,156

 
$
328,908

 
$
248,350

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended May 31,
 
Six months ended May 31,
 
2014
 
2013
 
2014
 
2013
Net income
$
55,492

 
$
42,890

 
$
87,914

 
$
67,561

Stock-based compensation expense
36,032

 
30,799

 
79,996

 
70,561

Amortization related to acquired intangible assets
33,052

 
22,026

 
66,899

 
44,625

Restructuring charges
860

 
3,231

 
4,035

 
8,019

Acquisition-related costs
77

 
1,665

 
1,017

 
3,560

Impairment of assets

 

 

 
1,629

(Gain) loss on sale of assets
(151
)
 

 
2,654

 
1,241

Income from discontinued operations, net

 
(7
)
 

 
(7
)
Income tax effect on adjusting items
(24,511
)
 
(17,108
)
 
(53,733
)
 
(41,639
)
Adjusted net income (3)
$
100,851

 
$
83,496

 
$
188,782

 
$
155,550

Adjusted EPS (4)(6)
$
1.47

 
$
1.26

 
$
2.75

 
$
2.34

Weighted average shares used in computing Adjusted EPS
68,697

 
66,421

 
68,730

 
66,584

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended May 31,
 
Six months ended May 31,
 
2014
 
2013
 
2014
 
2013
Net cash provided by operating activities
$
221,113

 
$
129,480

 
$
374,974

 
$
261,166

Capital expenditures on property and equipment
(26,426
)
 
(23,069
)
 
(51,036
)
 
(42,436
)
Free cash flow (5)(6)
$
194,687

 
$
106,411

 
$
323,938

 
$
218,730




10



IHS INC.
RECONCILIATION OF SEGMENT NON-GAAP FINANCIAL MEASUREMENTS TO
MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASUREMENTS
(In thousands)
(Unaudited)
 
Three months ended May 31, 2014
 
Americas
 
EMEA
 
APAC
 
Shared Services
 
Total
Operating income
$
93,587

 
$
34,465

 
$
12,938

 
$
(54,217
)
 
$
86,773

Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation expense

 

 

 
36,032

 
36,032

Depreciation and amortization
41,395

 
5,314

 
475

 
1,958

 
49,142

Restructuring charges
87

 
656

 
117

 

 
860

Acquisition-related costs
277

 
(200
)
 

 

 
77

Gain on sale of assets
(151
)
 

 

 

 
(151
)
Adjusted EBITDA
$
135,195

 
$
40,235

 
$
13,530

 
$
(16,227
)
 
$
172,733

 
 
 
 
 
 
 
 
 
 
 
Three months ended May 31, 2013
 
Americas
 
EMEA
 
APAC
 
Shared Services
 
Total
Operating income
$
79,515

 
$
20,485

 
$
10,248

 
$
(48,664
)
 
$
61,584

Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation expense

 

 

 
30,799

 
30,799

Depreciation and amortization
25,181

 
5,474

 
476

 
1,746

 
32,877

Restructuring charges
2,165

 
990

 
76

 

 
3,231

Acquisition-related costs
1,503

 
162

 

 

 
1,665

Adjusted EBITDA
$
108,364

 
$
27,111

 
$
10,800

 
$
(16,119
)
 
$
130,156

 
 
 
 
 
 
 
 
 
 
 
Six months ended May 31, 2014
 
Americas
 
EMEA
 
APAC
 
Shared Services
 
Total
Operating income
$
171,197

 
$
59,060

 
$
23,000

 
$
(110,830
)
 
$
142,427

Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation expense

 

 

 
79,996

 
79,996

Depreciation and amortization
82,568

 
11,105

 
1,088

 
4,018

 
98,779

Restructuring charges
1,772

 
1,941

 
322

 

 
4,035

Acquisition-related costs
696

 
321

 

 

 
1,017

Loss on sale of assets
2,654

 

 

 

 
2,654

Adjusted EBITDA
$
258,887

 
$
72,427

 
$
24,410

 
$
(26,816
)
 
$
328,908

 
 
 
 
 
 
 
 
 
 
 
Six months ended May 31, 2013
 
Americas
 
EMEA
 
APAC
 
Shared Services
 
Total
Operating income
$
141,648

 
$
36,471

 
$
19,997

 
$
(100,132
)
 
$
97,984

Adjustments:
 
 
 
 
 
 
 
 
 
Stock-based compensation expense

 

 

 
70,561

 
70,561

Depreciation and amortization
49,465

 
11,391

 
937

 
3,563

 
65,356

Restructuring charges
6,061

 
1,937

 
21

 

 
8,019

Acquisition-related costs
3,398

 
162

 

 

 
3,560

Impairment of assets
1,629

 

 

 

 
1,629

Loss on sale of assets

 
1,241

 

 

 
1,241

Adjusted EBITDA
$
202,201

 
$
51,202

 
$
20,955

 
$
(26,008
)
 
$
248,350



11





(1)
EBITDA is defined as net income plus or minus net interest, plus provision for income taxes, depreciation and amortization.
(2)
Adjusted EBITDA further excludes primarily non-cash items and other items that we do not consider to be useful in assessing our operating performance (e.g., stock-based compensation expense, restructuring charges, acquisition-related costs, asset impairment charges, gain or loss on sale of assets, pension mark-to-market and settlement expense, and income or loss from discontinued operations). All of the items included in the reconciliation from net income to Adjusted EBITDA are either non-cash items or items that we do not consider to be useful in assessing our operating performance. In the case of the non-cash items, we believe that investors can better assess our operating performance if the measures are presented without such items because, unlike cash expenses, these adjustments do not affect our ability to generate free cash flow or invest in our business. For example, by excluding depreciation and amortization from EBITDA, users can compare operating performance without regard to different accounting determinations such as useful life. In the case of the other items, we believe that investors can better assess operating performance if the measures are presented without these items because their financial impact does not reflect ongoing operating performance.
(3)
Adjusted net income is defined as net income plus primarily non-cash items and other items that management does not consider to be useful in assessing our operating performance (e.g., stock-based compensation expense, amortization related to acquired intangible assets, restructuring charges, acquisition-related costs, asset impairment charges, gain or loss on sale of assets, pension mark-to-market and settlement expense, and income or loss from discontinued operations, all net of the related tax effects).
(4)
Adjusted EPS is defined as Adjusted net income (as defined above) divided by diluted weighted average shares.
(5)
Free cash flow is defined as net cash provided by operating activities less capital expenditures.
(6)
EBITDA, Adjusted EBITDA, Adjusted EPS, and free cash flow are used by many of our investors, research analysts, investment bankers, and lenders to assess our operating performance. For example, a measure similar to Adjusted EBITDA is required by the lenders under our term loan and revolving credit agreements.

12
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