8-K/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): January 3, 2019

 

 

FORRESTER RESEARCH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-21433   04-2797789

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

60 Acorn Park Drive

Cambridge, Massachusetts 02140

(Address of principal executive offices, including zip code)

(617) 613-6000

(Registrant’s telephone number including area code)

N/A

(Former Name or Former Address, if Changes since Last Report)

 

 

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 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 


Explanatory Note

As previously disclosed in the Current Report on Form 8-K filed by Forrester Research, Inc. (the “Company”) on January 3, 2019 (the “Initial Form 8-K”), the Company completed the acquisition of SiriusDecisions, Inc., a Delaware corporation, and its subsidiaries (“SiriusDecisions”), on January 3, 2019.

This Current Report on Form 8-K/A amends the Initial Form 8-K to include financial statements of SiriusDecisions required by Item 9.01(a) of Form 8-K and pro forma information related to the acquisition of SiriusDecisions by Item 9.01(b) of Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The financial statements of SiriusDecisions required under Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 and Exhibit 99.2 and incorporated in this Item 9.01(a) by reference.

(b) Pro forma Financial Information

The pro forma financial information required under Item 9.01(b) of Form 8-K in connection with the Company’s acquisition of SiriusDecisions is attached as Exhibit 99.3 and incorporated in this Item 9.01(b) by reference.

(d) Exhibits

 

       23.1    Consent of PricewaterhouseCoopers LLP
  99.1    Audited consolidated financial statements of SiriusDecisions as of and for the years ended March  31, 2018 and 2017, the notes related thereto and the related independent auditor’s report of PricewaterhouseCoopers LLP.
  99.2    Unaudited condensed consolidated financial statements of SiriusDecisions as of December 31, 2018 and March 31, 2018, and for the nine months ended December  31, 2018 and 2017, and the notes related thereto.
  99.3    Unaudited pro forma combined balance sheet as of December 31, 2018 and unaudited pro forma combined statement of operations for the year ended December 31, 2018.


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 hereunto duly authorized.

 

FORRESTER RESEARCH, INC.
By  

      /s/ Michael A. Doyle

        Name: Michael A. Doyle
        Title: Chief Financial Officer

Date: March 21, 2019

EX-23.1

EXHIBIT 23.1

Consent of Independent Auditor

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-225817, 333-189089, 333-159563, 333-136109, 333-16905, 333-99749, and 333-214359) of Forrester Research, Inc. of our report dated July 25, 2018 relating to the financial statements of SiriusDecisions, Inc., which appears in this Current Report on Form 8-K.

 

/s/ PricewaterhouseCoopers LLP

Stamford, Connecticut

March 21, 2019

EX-99.1

Exhibit 99.1

SiriusDecisions, Inc. and Subsidiaries

Consolidated Financial Statements

March 31, 2018 and 2017


SiriusDecisions, Inc. and Subsidiaries

Index

March 31, 2018 and 2017

 

 

     Page(s)  

Report of Independent Auditors

     1  

Consolidated Financial Statements

  

Balance Sheets

     2  

Statements of Operations and Comprehensive Loss

     3  

Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficiency

     4  

Statements of Cash Flows

     5  

Notes to Financial Statements

     6–16  


Report of Independent Auditors

To Management and the Board of Directors of SiriusDecisions, Inc.

We have audited the accompanying consolidated financial statements of SiriusDecisions, Inc. and its subsidiaries, which comprise the consolidated balance sheet as of March 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive loss, of changes in convertible preferred stock and stockholders’ deficiency, and cash flows for the years then ended.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SiriusDecisons, Inc. and its subsidiaries as of March 31, 2018, and 2017, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP

Stamford, Connecticut

July 25, 2018


SiriusDecisions, Inc. and Subsidiaries

Consolidated Balance Sheets

March 31, 2018 and 2017

 

 

     2018     2017  

Assets

    

Current assets

    

Cash and cash equivalents

   $ 13,084,181     $ 9,265,240  

Accounts receivable, net of allowance for doubtful accounts of $150,114 and $227,000 at March 31, 2018 and 2017, respectively

     12,157,601       9,158,943  

Prepaid expenses and other

     2,109,057       2,357,813  
  

 

 

   

 

 

 

Total current assets

     27,350,839       20,781,996  

Property and equipment, net

     3,230,986       3,891,275  

Restricted certificates of deposit - lease

           79,930  

Other assets

     583,466       299,188  
  

 

 

   

 

 

 

Total assets

   $ 31,165,291     $ 25,052,389  
  

 

 

   

 

 

 

Liabilities Convertible Preferred Stock and Stockholders’ Deficiency

    

Current liabilities

    

Accounts payable and accrued expenses

   $ 10,061,901     $ 9,176,616  

Deferred revenue

     37,046,504       32,866,577  
  

 

 

   

 

 

 

Total current liabilities

     47,108,405       42,043,193  

Deferred revenue - noncurrent

     757,048       434,070  

Deferred rent and other noncurrent liabilities

     572,176       625,716  
  

 

 

   

 

 

 

Total liabilities

     48,437,629       43,102,979  
  

 

 

   

 

 

 

Commitments and contingencies (Note 7)

    

Convertible Preferred Stock

    

Series A convertible redeemable preferred stock; $0.001 par value, 16,912,500 shares authorized, issued and outstanding at March 31, 2018 and 2017, respectively

     55,998,368       46,903,534  
  

 

 

   

 

 

 

Stockholders’ deficiency

    

Common stock; $0.001 par value, 51,250,000 shares authorized, 30,352,784 and 29,647,826 shares issued and outstanding at March 31, 2018 and 2017, respectively

     30,352       29,647  

Additional paid-in capital

     —         —    

Accumulated deficit

     (73,180,502     (64,789,529

Accumulated other comprehensive loss

     (120,556     (194,242
  

 

 

   

 

 

 

Total stockholders’ deficiency

     (73,270,706     (64,954,124
  

 

 

   

 

 

 

Total liabilities convertible preferred stock and stockholders’ deficiency

   $ 31,165,291     $ 25,052,389  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

2


SiriusDecisions, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

Years Ended March 31, 2018 and 2017

 

 

     2018     2017  

Revenue

   $ 80,040,284     $ 66,953,509  
  

 

 

   

 

 

 

Costs and expenses

    

Cost of services and product development

     31,887,017       29,307,958  

Selling, general and administrative

     46,388,479       40,850,682  

Depreciation and amortization

     1,861,491       1,455,111  
  

 

 

   

 

 

 

Total costs and expenses

     80,136,987       71,613,751  
  

 

 

   

 

 

 

Loss from operations

     (96,703     (4,660,242

Other expense, net

     (23,144     (74,727
  

 

 

   

 

 

 

Net loss

     (119,847     (4,734,969

Effect of translation adjustments

     73,686       4,731  
  

 

 

   

 

 

 

Total comprehensive loss

   $ (46,161   $ (4,730,238
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


SiriusDecisions, Inc. and Subsidiaries

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficiency

Years Ended March 31, 2018 and 2017

 

 

    Series A Convertible                                      
    Redeemable Preferred Stock     Common Stock     Additional           Accumulated Other     Total  
    Number of           Number of           Paid-in     Accumulated     Comprehensive     Stockholders’  
    Shares     Par Value     Shares     Par Value     Capital     Deficit     Income (Loss)     Deficiency  

Balances as of March 31, 2016

    16,912,500     $ 43,787,986       29,139,564     $ 29,139     $ —       $ (57,638,806   $ (198,973   $ (57,808,640

Exercise of stock options

        508,262       508       255,137           255,645  

Accretion of preferred stock dividends

      2,983,365           (699,794     (2,283,571       (2,983,365

Accretion of preferred stock offering costs

      132,183             (132,183       (132,183

Stock-based compensation expense

            444,657           444,657  

Effect of translation adjustments

                4,731       4,731  

Net loss

              (4,734,969       (4,734,969
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of March 31, 2017

    16,912,500       46,903,534       29,647,826       29,647       —         (64,789,529     (194,242     (64,954,124

Exercise of stock options

        704,958       705       412,089           412,794  

Accretion of preferred stock dividends

      8,962,651           (823,708     (8,138,943       (8,962,651

Accretion of preferred stock offering costs

      132,183             (132,183       (132,183

Stock-based compensation expense

            411,619           411,619  

Effect of translation adjustments

                73,686       73,686  

Net loss

              (119,847       (119,847
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of March 31, 2018

    16,912,500     $ 55,998,368       30,352,784     $ 30,352     $ —       $ (73,180,502   $ (120,556   $ (73,270,706
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


SiriusDecisions, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended March 31, 2018 and 2017

 

 

     2018     2017  

Cash flows from operating activities

    

Net loss

   $ (119,847   $ (4,734,969

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

    

Depreciation and amortization expense

     1,861,491       1,455,111  

Stock-based compensation

     411,619       444,657  

Allowance for doubtful accounts and bad debt expense

     398,094       350,784  

Deferred rent

     (53,540     (142,184

Change in operating assets and liabilities

    

Accounts receivable

     (2,998,658     (1,750,198

Prepaid expenses and other current assets

     (248,756     (186,403

Other assets

     (284,276     (111,959

Accounts payable and accrued expenses

     885,285       31,130  

Deferred revenue

     4,502,905       3,186,158  
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     4,354,317       (1,457,873
  

 

 

   

 

 

 

Cash flows from investing activities

    

Additions of property and equipment and capitalized software

     (1,102,083     (1,992,573

Investment in certificates of deposit—restricted

     79,930       449,308  
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,022,153     (1,543,265
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from exercise of stock options

     412,794       255,645  
  

 

 

   

 

 

 

Net cash provided by financing activities

     412,794       255,645  

Effects of foreign currency translation on cash

     73,983       (96,404
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     3,818,941       (2,841,897

Cash and cash equivalents

    

Beginning of period

     9,265,240       12,107,137  
  

 

 

   

 

 

 

End of period

   $ 13,084,181     $ 9,265,240  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information

    

Cash paid for

    

Income taxes

   $ —       $ —    

Supplemental disclosures of noncash information

    

Accretion of preferred stock

     8,962,651       2,983,365  

Accretion of preferred stock offering costs

     132,183       132,183  

Property and equipment additions in accounts payable

     94,547       294,004  

Property and equipment additions - landlord incentive

     —         417,871  

The accompanying notes are an integral part of these consolidated financial statements.

 

5


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

1.

Organization and Nature of Business

SiriusDecisions, Inc. is a global business to business research and advisory firm. Through its platform the Company seeks to deliver actionable, data driven intelligence to its clients to empower sales, product and marketing leader to make better decisions and accelerate growth. SiriusDecisions, Inc. was founded in 2001 and is headquartered in Wilton, Connecticut.

 

2.

Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of SiriusDecisions, Inc.and its wholly owned subsidiaries SiriusDecisions Europe Ltd and SiriusDecisions Asia Pte. Ltd. (collectively, the “Company”). All significant intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the establishment of allowances for doubtful accounts, recoverability of long-lived assets and the assumptions used for stock option valuations.

Risk and Uncertainties

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of trade accounts receivable. The Company has not experienced any significant losses in such accounts and believes it is not exposed to any significant credit risk with respect to its trade accounts receivable.

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash.

Revenue Recognition and Deferred Revenue

The Company’s revenue recognition policies by significant revenue source are as follows:

Research Services

This is a membership-driven service. The service is built to provide senior-level business-to-business executives with the sales and marketing operational insight required to improve topline performance. Members access this information via email, telephone, events and a self-service research portal. Members sign a membership agreement which runs for a specific period of time (typically one to two years). Revenue is recognized over the term of the agreement.

Events

The Company holds conferences during the year. Events revenues, which are primarily comprised of sponsorship revenue and registration revenue, are deferred and recognized upon the completion of the related conference. In addition, the Company defers certain costs directly related to events and expenses these costs in the period during which the related event occurs.

 

6


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

Consulting Services

Consulting revenues, primarily derived from consulting, training classes, and general marketing projects, are principally generated from fixed fee or time and materials engagements. Consulting revenues are recognized as work is delivered and/or services are provided.

Learning Services

Learning revenues are generated from a membership-driven service. The Company provides online courses for business-to-business professionals. Members access information via a self-service portal, and members sign a membership agreement that runs for a specific period of time. Revenue is deferred and recognized over the term of the agreement.

Cash and Cash Equivalents

Cash and cash equivalents include all monies in banks and highly liquid investments with initial maturity dates of three months or less.

Accounts Receivable

The Company extends credit to its customers, based upon credit evaluations, in the normal course of business. Bad debts are provided on the allowance method based on historical experience and management’s evaluation of outstanding accounts receivable. The Company provides an allowance for doubtful accounts equal to the estimated losses expected to be incurred in the collection of accounts receivable.

Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization of property and equipment is provided by the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized over the shorter of the respective lease term or the estimated useful life of the leased property. Additions and major improvements are capitalized, whereas the cost of maintenance and repairs are charged to operations as incurred.

Depreciation and amortization is provided over the estimated useful lives of the assets as follows

 

          Estimated
     Method    Useful Life

Computer equipment

   Straight-line    3–5 years

Furniture and fixtures

   Straight-line    5–7 years

Office equipment

   Straight-line    5–7 years

Leasehold improvements

   Straight-line               (*)

(*) – Shorter of the estimated useful life or lease term.

Internal use Software

The Company recognizes internal use software development costs in accordance with ASC 350-40, Intangibles- Goodwill and Other-Internal Use Software. As a result, the Company capitalizes costs incurred to develop software for internal use.

Amortization begins once the software is placed in service and is calculated using the straight-line method over the useful life, which is estimated to be three years. Capitalized internally developed software costs are included in property and equipment and the amortization is recognized in depreciation and amortization in the accompanying consolidated statements of operations.

 

7


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

Impairment of Long-Lived Assets

The Company assesses the impairment of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Long-lived assets are considered to be impaired when the sum of the expected future operating cash flows, undiscounted, is less than the carrying value of the related assets. If impairment is identified, the Company will reduce the carrying value of the assets to fair value based on the expected discounted cash flows. There were no such impairments as of March 31, 2018 and 2017.

Income Taxes

The Company provides for deferred income taxes in accordance with ASC Topic 740, Income Taxes, which requires deferred tax assets and liabilities to be recognized for the future tax consequences attributable to net operating loss carryforwards and for differences between the financial statement carrying amounts and the respective tax bases of assets and liabilities. Deferred tax assets are reduced if necessary by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company also follows the FASB issued ASC Topic 740-10, Uncertainty in Income Taxes. This Topic prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Topic also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company recognizes tax benefits or expenses of uncertain tax positions in the year such determination is made when the position is “more likely than not” to be sustained assuming examination by tax authorities. The Company accrues interest and penalties associated with uncertain tax positions, if any, as part of the income tax provision. Management has reviewed the Company’s tax positions for all open tax years and concluded that no provision for unrecognized tax benefits or expense is required in these consolidated financial statements.

Management evaluates the tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are more likely than not to be sustained upon examination by the applicable tax authorities. Management further believes that it has not taken tax positions that are not likely to be sustained by such tax authorities.

Stock-Based Compensation

ASC 718, Compensation—Stock Compensation, requires the cost of all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of those awards. In accordance with ASC 718, this cost is recognized over the period for which an employee is required to provide service in exchange for the award.

The Company estimates the fair value of options granted using the Black-Scholes option pricing model. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results differ from the Company’s estimates, such amounts will be recorded as an adjustment in the period estimates are revised. In valuing share-based awards, significant judgment is required in determining the expected volatility of common stock and the expected term individuals will hold their share-based awards prior to exercising.

Foreign Currency Translation and Transactions

Assets and liabilities of the Company’s United Kingdom subsidiary, whose functional currency is the Great Britain Pound, are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting

 

8


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

from translating foreign currency financial statements are accumulated in a separate component of stockholders’ deficiency. Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net loss and were not significant.

Advertising Costs

Advertising costs are expensed as incurred. Advertising and marketing costs were $637,908 and $787,481 for the years ended March 31, 2018 and 2017, respectively.

Financial Instruments

The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses are reflected in the accompanying consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which requires that an entity recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to its customers. In order to achieve this core principle, an entity should apply the following steps (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This update will replace existing revenue recognition guidance under GAAP when it becomes effective for the Company beginning April 1, 2019, with certain early adoption permitted. The updated standard will permit the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. This ASU was made in response to an issue communicated by the Transition Resource Group for Revenue Recognition (the TRG), a group which was formed by the FASB and the International Accounting Standards Board (IASB), (collectively, the Boards), whose objective is to inform the Boards of any issues that could arise with the implementation of a converged standard on recognition of revenue from contracts with customers. ASU 2016-10 does not change the core principal of the guidance in Topic 606, but adds clarification around identifying performance obligations and licensing. The amendments in this update affect the guidance in ASU 2014-09, Contracts with Customers (Topic 606), which is not yet effective, and therefore follow the same effective date and transition requirements. Management is assessing the impact of adoption on the consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. This ASU amends certain aspects of the Board’s new revenue standard, ASU 2014-09. The amendments include the collectability of revenue, presentation of sales tax and other similar taxes collected from customers, contracts containing noncash considerations, and contract modifications and completed contracts at transition. Management is assessing the impact of adoption on the consolidated financial statements.

 

9


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet statement of financial position. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods therein and may be applied either prospectively or retrospectively to all periods presented. The adoption of this guidance does not have a significant impact on the company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2019. Early adoption of the update is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU simplifies certain aspects of the accounting for share-based payment transactions, including the consequences for income taxes, equity and liability classifications as well as classifications on the statement of cash flows. The ASU is effective for reporting periods after December 15, 2016 and interim periods therein. The company has adopted this guidance within the current year and there is not a significant impact on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods therein. Management is assessing the impact of adoption on the consolidated financial statements.

Subsequent Events

The Company has evaluated events through July 24, 2018, which is the date the consolidated financial statements were available to be issued.

 

3.

Property and Equipment

Property and equipment consist of:

 

     2018      2017  

Computer equipment and software

   $ 4,742,066      $ 4,307,644  

Leasehold improvements

     1,214,426        1,293,153  

Furniture and fixtures

     1,773,524        1,599,786  

Office equipment

     1,139,778        817,814  

CIP—Capital in Progress

     263,625        —    
  

 

 

    

 

 

 
     9,133,419        8,018,397  

Less: Accumulated depreciation and amortization

     (5,902,433      (4,127,122
  

 

 

    

 

 

 
   $ 3,230,986      $ 3,891,275  
  

 

 

    

 

 

 

 

10


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

Depreciation and amortization expense for the years ended March 31, 2018 and 2017 was approximately $1,861,000 and $1,455,000, respectively.

As of March 31, 2018, internal use software costs totaled $3,339,000 with accumulated amortization of the software totaling $1,066,000. As of March 31, 2017, internal use software costs totaled $2,905,000 with accumulated amortization of the software totaling $927,000.

 

4.

Line of Credit

The Company renewed its revolving line of credit with a bank on March 31, 2018, and the total facility was increased from $10 million to $15 million, which gives the Company the ability to borrow up to $15 million limited by a borrowing base, as defined in the agreement for working capital and other general corporate needs in the ordinary course of business. Within the line of credit there is a sub-facility for letters of credit not to exceed $2,000,000. The loan agreement matures on March 31, 2020 and is subject to renewal. The loan is secured by substantially all of the assets of the Company. Amounts outstanding on the loan are assessed interest charges of the Prime Rate in effect on such day plus one half percent per annum and any undrawn portion will be charged an unused fee of 0.125%. There were no amounts outstanding on the line of credit as of March 31, 2018.

 

5.

Income Taxes

On December 22, 2017, the United States enacted the 2017 Tax Cuts and Job Act (“Tax Reform”) which made significant changes to United States federal income tax law which affects the Company. Effective January 1, 2018, the US federal income tax rate is reduced to 21 percent from 35 percent. As a result, a tax benefit of the Company is included in the provision for income taxes to reflect the revaluation of the ending deferred tax asset balance as of March 31, 2018. In addition, the Company is in a full valuation position.

Tax Reform Legislation also provides for 100 percent bonus depreciation on personal tangible property expenditures through 2022. The bonus depreciation percentage is phased down from 100 percent beginning in 2023 through 2026.

Tax Reform is a comprehensive bill containing several other provisions, either modifying current provisions or creating new provisions. Based on the Company’s preliminary assessment, the impact of these provisions are not expected to be material on the Company’s results of operations, cash flows and consolidated financial statements. That being said, the ultimate impact of Tax Reform may differ from the Company’s estimates due to changes in the interpretations and assumptions made by the Company as well as additional regulatory guidance that may be issued.

There were no current or deferred income tax provisions for the years ended March 31, 2018 or 2017.

At March 31, 2018, the Company has Federal Net Operating Loss (“NOL”) carryforwards of approximately $13,341,000 which expire starting in 2031 through 2037. In addition, at March 31, 2018, the Company also has various State NOLs of approximately $10,785,000, which expire at various times through 2037. Utilization of the NOL carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code (“IRC”) of 1986, as amended, or the IRC, and similar state provisions. The Company has not performed a detailed analysis to determine whether an ownership change under

 

11


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

Section 382 of the IRC has occurred. The effect of an ownership change could be the imposition of an annual limitation on the use of NOL carryforwards attributable to periods before the change.

At March 31, 2018, the Company has UK Net operating losses of $1,549,000 which do not expire.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets (liabilities) at March 31, 2018 and 2017 are approximately as follows:

 

            2018      2017  

Deferred Tax Assets:

 

     

Accrued Expenses

 

   $ 75,000      $ 340,000  

Stock Compensation

 

     64,000        108,000  

Net Operating Loss Carryforward

 

     3,919,000        5,259,000  

Other

        5,000        9,000  
     

 

 

    

 

 

 
        4,063,000        5,716,000  

Valuation allowance

 

     (3,849,000      (5,058,000
     

 

 

    

 

 

 

Total deferred tax assets

        214,000        658,000  
     

 

 

    

 

 

 

Deferred Tax liabilities

 

     

Depreciation & amortization

 

     (131,000      (658,000

Deferred Revenue

 

     (83,000   
  

 

 

    

 

 

 

Total deferred tax liabilities

        (214,000      (658,000
  

 

 

    

 

 

    

 

 

 

Net deferred tax assets

      $ —        $ —    
  

 

 

    

 

 

    

 

 

 

The Company has concluded it is more likely than not that all future tax benefits will not be fully realized and has provided a full 100% valuation allowance against its net deferred tax assets. As of March 31, 2018 the valuation allowance decreased by $1,209,000 which is predominantly driven by the change in U.S. tax rate from 35% to 21% and the revaluation of the Company’s deferred taxes. In contrast, the valuation allowance increased by $253,000 in the year ended March 31, 2017.

The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate due to the effect of a full valuation allowance.

The Company’s 2011 through 2016 federal income tax returns remain open to examination by the IRS. The Company’s state income tax returns from 2011 through 2016 remain open to examination. The United States and many states have statutes of limitation ranging from 3 to 5 years, however, those statutes could be extended due to the Company’s net operating loss carryforward positions in a number of the Company’s tax jurisdictions. In general, tax authorities have the ability to review income tax returns for loss periods in which the statute of limitation has previously expired to adjust the net operating loss carryforward in those years. The Company’s 2015 – 2017 United Kingdom returns remain open to examination by the local tax authorities. The Company’s 2017 Singapore return remains open to examination by the local tax authorities.

The Company does not believe that it is reasonably possible that the unrecognized tax benefits as of March 31, 2018 will decrease within the next twelve months as a result of the resolution of tax exposures. No amounts of interest and penalties are were recognized in the Company’s consolidated financial statements for the years March 31, 2018 and 2017, respectively.

 

12


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

The amount of unrecognized tax benefits, if settled, would impact the effective tax rate by $0 and $0 as of March 31, 2018 and 2017 respectively. The Company does not believe it is reasonably possible that the unrecognized benefits will decrease within the next twelve months as a result of the resolution of tax exposures. No amounts of interest and penalties were recognized in the consolidated financial statements for the year ended March 31, 2018 and 2017, respectively.

 

6.

Retirement Plan

The Company has a defined contribution 401(k) plan which covers all eligible employees. Participants may make elective salary deferral contributions to participant directed investment funds. The Company may make matching and discretionary contributions in accordance with the plan documents. For the years ended March 31, 2018 and 2017, the Company made approximately $1,464,000 and $1,425,000, respectively, in contributions to the plan.

 

7.

Commitments and Contingencies

Operating Leases

The Company leases office space under operating leases that expire through April 31, 2027. The Company’s leases have escalation clauses and rent expense is recognized on a straight-line basis. The difference between rent paid and the rent expense reported in the financial statements is recorded as deferred rent payable. Deferred rent payable amounts to approximately $538,509 and $178,000 as of March 31, 2018 and 2017, respectively.

Minimum rental commitments at March 31, 2018 under the noncancellable operating lease are approximately as follows:

 

Years Ending March 31,       
2019    $ 2,189,000  
2020      1,957,000  
2021      973,000  
2022      489,000  
2023      365,000  
2024      186,000  
  

 

 

 
   $ 6,159,000  
  

 

 

 

Rent expense for the years ended March 31, 2018 and 2017 was approximately $2,510,000 and $2,351,000, respectively.

Employment Agreements

The Company has employment agreements for four executives which provide for severance in the case of termination without cause, as defined in the agreements.

Litigation

The Company is party to various legal actions that arise from the ordinary course of business from time to time. Management believes the ultimate liability that might result from these actions would not have a material adverse effect on the Company’s liquidity, results of operations and financial position.

 

13


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

8.

Stockholders’ Deficiency

Corporate Structure

The Company’s Certificate of Incorporation, originally filed on July 26, 2001, most recently amended on December 17, 2013, which authorized the issuance of two classes of stock to be designated, “Common Stock” and “Preferred Stock”. The total number of shares which the Company is authorized to issue is 68,162,500. Of these shares, 51,250,000 shall be Common Stock and 16,912,500 shall be Preferred Stock.

Common Stock

The holders of Common Stock of the Company are entitled to liquidation proceeds ratably after all Series A Convertible Redeemable Preferred Stock (“Preferred Shares”) liquidation preferences are satisfied. Dividends as declared by the Board are subordinate to preferential rights of the Preferred Series. Voting rights for Common Stock entitles holders to one vote for each share held.

Series A Redeemable Convertible Preferred Stock

On December 17, 2013, the Company entered into a minority investment arrangement funded by an outside investment (“PE firm”) firm. As part of the transaction, the PE firm purchased 16,912,500 shares of Series A Convertible Preferred Stock for approximately $37,292,000, net of offering costs of approximately $661,000.

The PE firm received 100% of the issued preferred shares of the Company, which contains the following summarized terms.

Dividends

An 8% per share dividend will accrue annually, although it will only be payable in the event of a redemption or deemed liquidation, as defined. Accrued dividends amounted to approximately $12,783,515 at March 31, 2018. Preferred stock dividends amounting to $2,983,365, were accreted for the years ended March 31, 2018 and 2017 respectively. As total fair value of Preferred Stock at March 31, 2018 exceeded the original investment plus accrued and unpaid dividends, total accretion as of March 31, 2018 amounted to $8,962,651.

Liquidation

The preferred shares will be senior to common shares in the event of a sale, merger, liquidation, bankruptcy or other deemed liquidation event. In the event of such an occurrence, the preferred shareholders shall be entitled to receive the greater of (i) the aggregate amount of the original equity investment plus accrued dividends; or (ii) the amounts payable on an “as is converted to common shares basis”. The liquidation preference at March 31, 2018 amounted to approximately $55,998,000.

Redemption

At the election of the holders of a majority of the preferred shares the Company shall redeem the outstanding shares in two equal annual installments beginning on the fifth anniversary of such investment, December 17, 2018. In the current year, the company received a waiver from the holders of the preferred shares extending the redemption date to July 31, 2019. Such redemptions shall be made at the greater share value of (i) fair market value; or (ii) the original equity investment plus accrued dividends.

 

14


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

Conversion

The holders of shares of the preferred shares have the right at any time to convert all or a portion of the preferred shares into shares of Common Stock. The number of shares of common stock which would be issued upon conversion will be determined by dividing the original equity investment by the conversion price. The conversion price will be initially equal to the Original Equity Investment divided by the number of shares of preferred stock. In the event that the Company issues additional shares of stock or convertible securities at a purchase price or exercise price less than the then-applicable conversion price, such conversion price shall be adjusted. The shares will automatically convert in the event of an initial public offering, if such offering is greater than defined proceed levels.

Voting

The Preferred shareholders will be entitled to 2 out of 5 board seats and certain protective rights and shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock are convertible.

The Company evaluated the Series A Preferred Stock and its embedded conversion feature on the date of issuance and determined the host instrument is more akin to equity and is therefore clearly and closely related with the embedded conversion option as defined by ASC 815. Further, there were no beneficial conversion features noted. As such bifurcation of the embedded conversion feature was not required.

The Company accretes the issuance costs on its preferred stock using the straight-line method from the date of issuance to the earliest date of redemption.

 

9.

Stock Options

The Company adopted the 2005 Stock Option Plan (the “Plan”) under which 5,000,000 shares of the Company’s common stock was reserved for issuance to employees, directors and consultants. As part of the preferred stock transaction (Note 8), the Company increased the number of shares issuable under its stock option plan to 5,700,000. Options granted under the Plan may be incentive stock options or nonqualified stock options. Incentive stock options may only be granted to employees. Options vest and become exercisable pursuant to individual’s stock agreement, and the Company’s Board of Directors may issue fully and immediately vested shares of common stock or impose such vesting requirements, as it deems appropriate. Options are usually exercisable over 10 years after the grant date and five years from the date of the grant in the case of incentive stock options where the employee owns more than 10% of the combined voting power of all classes of stock.

The exercise price of incentive stock options shall not be less than the fair value of common stock as determined by the Board of Directors. If an individual owns stock representing more than 10% of the total combined voting power of all classes of stock, the price of each share shall be at least 110% of the fair market value, as determined by the Board of Directors.

The Company accounts for the expected life of options in accordance with the “simplified” method provision of ASC 718-10-S55, which enables the use of the simplified method for “plain vanilla” share options. Expected volatility is calculated using the historical volatility of comparable public companies. The risk free interest rate is based on U.S. Treasury yields for securities in effect at the time of grants with terms approximating the term of the grants. The Company does not expect to issue dividends in the foreseeable future. The following assumptions were used:

 

15


SiriusDecisions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2018 and 2017

 

 

     2018     2017  

Risk free interest rate

     1.93% - 2.74     1.23% - 2.1

Calculated dividend rate

     0     0

Expected life of the option in years

     6.10       6.25  

Expected volatility

     24.7% - 26.9     26.4% - 27.0

Fair value of option

   $ 0.69 - $1.1     $ 0.64 - $1.04  

The fair value of each option award was estimated on the grant date using the Black-Scholes option-pricing model and will be expensed under the straight-line method. Stock-based compensation expense was approximately $412,000 and $445,000 for the years ended March 31, 2018 and 2017, respectively, and is included in the caption selling, general and administrative in the accompanying consolidated statements of operations.

As of March 31, 2018, there was approximately $845,667 of unrecognized stock-based compensation expense under compensation plans, which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.4 years.

The following table summarizes stock option activity for the years ended March 31, 2018 and 2017:

 

            Weighted      Weighted-         
            Average      average      Aggregate  
     Number of      Exercise Price      Remaining      Intrinsic  
     Shares      Per Share      Contract Term      Value  
                   (years)         

Outstanding March 31, 2016

     3,703,813        0.82        

Granted

     1,097,104        1.58        

Exercised

     (508,262      0.52        

Forfeited

     (122,565      1.20        
  

 

 

    

 

 

    

 

 

    

Outstanding March 31, 2017

     4,170,090        1.03        6.55     

Granted

     487,760        2.36        

Exercised

     (704,958      0.59        

Forfeited

     (186,004      1.57        
  

 

 

    

 

 

    

 

 

    

 

 

 

Outstanding March 31, 2018

     3,766,888      $ 1.27        6.55      $ 5,905,425  
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable March 31, 2018

     2,556,785      $ 0.97        5.55      $ 4,765,908  
  

 

 

    

 

 

    

 

 

    

 

 

 

Vested and Expected to vest March 31, 2018

     3,721,795        1.26        6.42        5,864,808  

The total intrinsic value of options exercised during the year ended March 31, 2018 was $1,584,353. The fair value of shares vested during the year ended March 31, 2018 was $421,792.

 

16

EX-99.2

Exhibit 99.2

SiriusDecisions, Inc. and Subsidiaries

Unaudited Condensed Consolidated Financial Statements

As of December 31, 2018 and March 31, 2018 and for the Nine Months Ended December 31, 2018 and 2017


SiriusDecisions, Inc. and Subsidiaries

Index

 

     Page(s)  

Unaudited Condensed Consolidated Financial Statements

  

Unaudited Condensed Consolidated Balance Sheets as of December 31, 2018 and March 31, 2018

     3  

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Nine Months Ended December 31, 2018 and 2017

     4  

Unaudited Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficiency for the Nine Months Ended December 31, 2018 and 2017

     5  

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2018 and 2017

     6  

Notes to Condensed Consolidated Financial Statements

     7–12  


SiriusDecisions, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets as of

December 31, 2018 and March 31, 2018

 

 

 

     December 31,
2018
    March 31
2018
 

Assets

    

Current Assets:

    

Cash and cash equivalents

   $ 7,205,469     $ 13,084,181  

Accounts receivable, net of allowance for doubtful accounts of $253,569 and $150,114 at December 31, 2018 and March 31, 2018, respectively

     13,036,497       12,157,601  

Prepaid expenses and other

     2,693,074       2,109,057  
  

 

 

   

 

 

 

Total current assets

     22,935,040       27,350,839  

Property and equipment, net

     4,080,301       3,230,986  

Other assets

     584,177       583,466  
  

 

 

   

 

 

 

Total assets

   $ 27,599,518     $ 31,165,291  
  

 

 

   

 

 

 

Liabilities, Convertible Preferrred Stock and Stockholders’ Deficiency

    

Current liabilities:

    

Accounts payable and accrued expenses

   $ 9,025,212     $ 10,061,901  

Deferred revenue

     29,488,664       37,046,504  
  

 

 

   

 

 

 

Total current liabilities

     38,513,876       47,108,405  

Deferred revenue - noncurrent

     1,037,046       757,048  

Deferred rent and other noncurrent liabilities

     1,598,114       572,176  
  

 

 

   

 

 

 

Total liabilities

     41,149,036       48,437,629  
  

 

 

   

 

 

 

Convertible Preferred Stock

    

Series A convertible redeemable preferred stock; $0.001 par value, 16,912,500 shares authorized, issued and outstanding at December 31, 2018 and March 31, 2018

     81,631,569       55,998,368  
  

 

 

   

 

 

 

Stockholders’ Deficiency

    

Common stock; $0.001 par value, 52,450,000 and 51,250,000 shares authorized and 30,537,908 and 30,352,784 shares issued and outstanding at December 31, 2018 and March 31, 2018, respectively

     30,538       30,352  

Additional paid-in capital

     —         —    

Accumulated deficit

     (95,323,152     (73,180,502

Accumulated other comprehensive income (loss)

     111,527       (120,556
  

 

 

   

 

 

 

Total stockholders’ deficiency

     (95,181,087     (73,270,706
  

 

 

   

 

 

 

Total liabilities, convertible preferred stock and stockholders’ deficiency

   $ 27,599,518     $ 31,165,291  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3


SiriusDecisions, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the

Nine Months Ended December 31, 2018 and 2017

 

 

 

     2018     2017  

Revenue

   $ 70,731,861     $ 61,250,714  
  

 

 

   

 

 

 

Costs and expenses

    

Cost of services and product development

     27,285,677       26,016,485  

Selling, general and administrative

     38,904,176       33,457,837  

Depreciation and amortization

     1,347,921       1,304,754  
  

 

 

   

 

 

 

Total cost and expenses

     67,537,774       60,779,076  
  

 

 

   

 

 

 

Income from operations

     3,194,087       471,638  

Other expense, net

     (350,111     (7,832
  

 

 

   

 

 

 

Net income

     2,843,976       463,806  

Effect of translation adjustments

     232,083       12,985  
  

 

 

   

 

 

 

Total comprehensive income

   $ 3,076,059     $ 476,791  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4


SiriusDecisions, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficiency for the

Nine Months Ended December 31, 2018 and 2017

 

 

 

    Series A Convertible
Redeemable Preferred Stock
    Common Stock     Additional           Accumulated Other     Total  
    Number of
Shares
    Par Value     Number
of Shares
    Par Value     Paid-in
Capital
    Accumulated
Deficit
    Comprehensive
Income (Loss)
    Stockholders’
Deficiency
 

Balances as of March 31, 2017

    16,912,500     $ 46,903,534       29,647,826     $ 29,647     $ —       $ (64,789,529   $ (194,242   $ (64,954,124

Exercise of stock options

    —         —         386,334       387       361,829       —         —         362,216  

Accretion of preferred stock dividends

    —         6,721,988       —         —         (670,543     (6,051,445     —         (6,721,988

Accretion of preferred stock offering costs

    —         99,138       —         —         —         (99,138     —         (99,138

Stock-based compensation expense

    —         —         —         —         308,714       —         —         308,714  

Effect of translation adjustments

    —         —         —         —         —         —         12,985       12,985  

Net loss

    —         —         —         —         —         463,806       —         463,806  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of December 31, 2017

    16,912,500     $ 53,724,660       30,034,160     $ 30,034     $ —       $ (70,476,306   $ (181,257   $ (70,627,529
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of March 31, 2018

    16,912,500     $ 55,998,368       30,352,784     $ 30,352     $ —       $ (73,180,502   $ (120,556   $ (73,270,706

Exercise of stock options

    —         —         185,124       186       129,158       —         —         129,344  

Accretion of preferred stock dividends

    —         25,576,834       —         —         (646,575     (24,930,259     —         (25,576,834

Accretion of preferred stock offering costs

    —         56,367       —         —         —         (56,367     —         (56,367

Stock-based compensation expense

    —         —         —         —         517,417       —         —         517,417  

Effect of translation adjustments

    —         —         —         —         —         —         232,083       232,083  

Net income

    —         —         —         —         —         2,843,976       —         2,843,976  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of December 31, 2018

    16,912,500     $ 81,631,569       30,537,908     $ 30,538     $ —       $ (95,323,152   $ 111,527     $ (95,181,087
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5


SiriusDecisions, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows for the

Nine Months Ended December 31, 2018 and 2017

 

 

 

     2018     2017  

Cash flows from operating activities

    

Net income

   $ 2,843,976     $ 463,806  

Adjustments to reconcile net income to net cash used in operating activities

    

Depreciation and amortization expense

     1,347,921       1,304,754  

Stock-based compensation

     517,417       308,714  

Allowance for doubtful accounts and bad debt expense

     383,816       234,925  

Deferred rent

     816,560       52,729  

Foreign currency losses

     346,865       55,646  

Change in operating assets and liabilities

    

Accounts receivable

     (1,314,248     (1,683,994

Prepaid expenses and other current assets

     (387,148     1,194,719  

Other assets

     (18,473     (292,569

Accounts payable and accrued expenses

     (1,006,121     (1,732,903

Deferred revenue

     (7,259,909     (7,058,564
  

 

 

   

 

 

 

Net cash used in operating activities

     (3,729,344     (7,152,737
  

 

 

   

 

 

 

Cash flows from investing activities

    

Additions of property and equipment and capitalized software

     (2,212,209     (891,546

Investment in certificates of deposit - restricted

     —         1,498  
  

 

 

   

 

 

 

Net cash used in investing activities

     (2,212,209     (890,048
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from exercise of stock options

     129,344       362,216  

Proceeds from line of credit, net

     —         500,000  
  

 

 

   

 

 

 

Net cash provided by financing activities

     129,344       862,216  
  

 

 

   

 

 

 

Effects of foreign currency translation on cash

     (66,503     50,963  
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     (5,878,712     (7,129,606

Cash and cash equivalents

    

Beginning of period

     13,084,181       9,265,240  
  

 

 

   

 

 

 

End of period

   $ 7,205,469     $ 2,135,634  
  

 

 

   

 

 

 

Supplemental disclosures of noncash information

    

Accretion of preferred stock

   $ 25,576,834     $ 6,721,988  

Accretion of preferred stock offering costs

   $ 56,367     $ 99,138  

Property and equipment additions in accounts payable

   $ 99,981     $ 35,258  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

6


SiriusDecisions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

1.

Organization and Nature of Business

SiriusDecisions, Inc. (the “Company”) is a global business-to-business research and advisory firm. Through its platform the Company seeks to deliver actionable, data driven intelligence to its clients to empower sales, product and marketing leaders to make better decisions and accelerate growth. SiriusDecisions, Inc. was founded in 2001 and is headquartered in Wilton, Connecticut.

Acquisition by Forrester Research, Inc.

On November 26, 2018, the Company and Forrester Research, Inc. (“Forrester”) entered into an Agreement and Plan of Merger whereby Forrester would acquire 100% of the issued and outstanding shares of the Company in exchange for $245 million in cash, as adjusted with respect to cash, indebtedness, and working capital of the Company. The transaction closed on January 3, 2019 and the Company became a wholly-owned subsidiary of Forrester as of that date. The accompanying financial statements do not include any adjustments related to the acquisition by Forrester.

 

2.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The condensed consolidated financial statements include the accounts of SiriusDecisions, Inc. and its wholly owned subsidiaries SiriusDecisions Europe Ltd and SiriusDecisions Asia Pte. Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the establishment of allowances for doubtful accounts, recoverability of long-lived assets and the assumptions used for stock option valuations. In management’s opinion, the unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the interim results reported. The results of operations reported for the interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent period.

Risk and Uncertainties

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of trade accounts receivable. The Company has not experienced any significant losses in such accounts and believes it is not exposed to any significant credit risk with respect to its trade accounts receivable.

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash.

Revenue Recognition and Deferred Revenue

The Company’s revenue recognition policies by significant revenue source are as follows:

Research Services

This is a membership-driven service. The service is built to provide senior-level business-to-business executives with the sales and marketing operational insight required to improve topline performance. Members access this information via email, telephone, events and a self-service research portal. Members sign a membership agreement which runs for a specific period of time (typically one to two years). Revenue is recognized over the term of the agreement.

Events

The Company holds conferences during the year. Events revenues, which are primarily comprised of sponsorship revenue and registration revenue, are deferred and recognized upon the completion of the related conference. In addition, the Company defers certain costs directly related to events and expenses these costs in the period during which the related event occurs.

 

5


SiriusDecisions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Consulting Services

Consulting revenues, primarily derived from consulting, training classes, and general marketing projects, are principally generated from fixed fee or time and materials engagements. Consulting revenues are recognized as work is delivered and/or services are provided.

Learning Services

Learning revenues are generated from a membership-driven service. The Company provides online courses for business-to-business professionals. Members access information via a self-service portal, and members sign a membership agreement that runs for a specific period of time. Revenue is deferred and recognized as the services are provided over the term of the agreement.

Income Taxes

The Company provides for deferred income taxes in accordance with ASC Topic 740, Income Taxes, which requires deferred tax assets and liabilities to be recognized for the future tax consequences attributable to net operating loss carryforwards and for differences between the financial statement carrying amounts and the respective tax bases of assets and liabilities. Deferred tax assets are reduced if necessary by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company also follows the FASB issued ASC Topic 740-10, Uncertainty in Income Taxes. This Topic prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Topic also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company recognizes tax benefits or expenses of uncertain tax positions in the year such determination is made when the position is “more likely than not” to be sustained assuming examination by tax authorities. The Company accrues interest and penalties associated with uncertain tax positions, if any, as part of the income tax provision. Management has reviewed the Company’s tax positions for all open tax years and concluded that no provision for unrecognized tax benefits or expense is required in these unaudited condensed consolidated financial statements.

Management evaluates the tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are more likely than not to be sustained upon examination by the applicable tax authorities. Management further believes that it has not taken tax positions that are not likely to be sustained by such tax authorities.

Stock-Based Compensation

ASC 718, Compensation—Stock Compensation, requires the cost of all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of those awards. In accordance with ASC 718, this cost is recognized over the period for which an employee is required to provide service in exchange for the award.

The Company estimates the fair value of options granted using the Black-Scholes option pricing model. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results differ from the Company’s estimates, such amounts will be recorded as an adjustment in the period estimates are revised. In valuing share-based awards, significant judgment is required in determining the expected volatility of common stock and the expected term individuals will hold their share-based awards prior to exercising.

 

6


SiriusDecisions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Foreign Currency Translation and Transactions

Assets and liabilities of the Company’s foreign subsidiaries, whose functional currency is the local currency, are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ deficiency. Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in other expense, net in the unaudited condensed consolidated statements of operations and totaled $346,865 and $55,646 during the nine months ended December 31, 2018 and 2017, respectively.

Financial Instruments

The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses are reflected in the accompanying unaudited condensed consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which requires that an entity recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to its customers. In order to achieve this core principle, an entity should apply the following steps (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This update will replace existing revenue recognition guidance under GAAP when it becomes effective for the Company beginning April 1, 2019, with certain early adoption permitted. The updated standard will permit the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the impact of this update on its unaudited condensed consolidated financial statements.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. This ASU was made in response to an issue communicated by the Transition Resource Group for Revenue Recognition (the TRG), a group which was formed by the FASB and the International Accounting Standards Board (IASB), (collectively, the Boards), whose objective is to inform the Boards of any issues that could arise with the implementation of a converged standard on recognition of revenue from contracts with customers. ASU 2016-10 does not change the core principal of the guidance in Topic 606, but adds clarification around identifying performance obligations and licensing. The amendments in this update affect the guidance in ASU 2014-09, Contracts with Customers (Topic 606), which is not yet effective, and therefore follow the same effective date and transition requirements. Management is assessing the impact of adoption on the unaudited condensed consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. This ASU amends certain aspects of the Board’s new revenue standard, ASU 2014-09. The amendments include the collectability of revenue, presentation of sales tax and other similar taxes collected from customers, contracts containing noncash considerations, and contract modifications and completed contracts at transition. Management is assessing the impact of adoption on the unaudited condensed consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.

 

7


SiriusDecisions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

The updated guidance is effective for annual periods beginning after December 15, 2019. Early adoption of the update is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its unaudited condensed consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods therein. The adoption of this guidance on April 1, 2018 did not have a significant impact on the Company’s unaudited condensed consolidated financial statements.

Subsequent Events

The Company has evaluated events through March 21, 2019, which is the date the unaudited condensed consolidated financial statements were available to be issued.

 

3.

Line of Credit

The Company renewed its revolving line of credit on March 31, 2018, and the total facility was increased from $10 million to $15 million, which gives the Company the ability to borrow up to $15 million limited by a borrowing base, as defined in the agreement for working capital and other general corporate needs in the ordinary course of business. Within the line of credit there is a sub-facility for letters of credit not to exceed $2,000,000. The loan agreement matures on March 31, 2020 and is subject to renewal. The loan is secured by substantially all of the assets of the Company. Amounts outstanding on the loan are assessed interest charges of the Prime Rate in effect on such day plus one half percent per annum and any undrawn portion will be charged an unused fee of 0.125%. There were no amounts outstanding on the line of credit as of December 31, 2018.

 

4.

Income Taxes

On December 22, 2017, the United States enacted the 2017 Tax Cuts and Job Act (“Tax Reform”) which made significant changes to United States federal income tax law which affects the Company. Effective January 1, 2018, the U.S. federal income tax rate is reduced to 21 percent from 35 percent. As a result of the Tax Reform, the Company reduced its deferred tax assets and liabilities as of December 31, 2017. This reduction was offset entirely by a change in the Company’s valuation allowance as the Company maintains a full valuation allowance on its net deferred tax assets.

There were no current or deferred income tax provisions for the nine months ended December 31, 2018 or 2017. The Company has concluded it is more likely than not that all future tax benefits will not be fully realized and has provided a full 100% valuation allowance against its net deferred tax assets. The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate due to the effect of a full valuation allowance.

 

5.

Convertible Preferred Stock and Stockholders’ Deficiency

Corporate Structure

The Company’s Certificate of Incorporation, originally filed on July 26, 2001, most recently amended on December 17, 2013, authorized the issuance of two classes of stock to be designated, “Common Stock” and “Preferred Stock”. In April 2018, shareholders of the Company voted to increase the total number of shares which the Company is authorized to issue to 69,362,500. Of these shares, 52,450,000 shall be Common Stock and 16,912,500 shall be Preferred Stock.

 

8


SiriusDecisions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Common Stock

The holders of Common Stock of the Company are entitled to liquidation proceeds ratably after all Series A Convertible Redeemable Preferred Stock (“Preferred Shares”) liquidation preferences are satisfied. Dividends as declared by the Board are subordinate to preferential rights of the Preferred Series. Voting rights for Common Stock entitles holders to one vote for each share held.

Series A Redeemable Convertible Preferred Stock

On December 17, 2013, the Company entered into a minority investment arrangement funded by an outside investment (“PE firm”) firm. As part of the transaction, the PE firm purchased 16,912,500 shares of Series A Convertible Preferred Stock for approximately $37,292,000, net of offering costs of approximately $661,000.

The PE firm received 100% of the issued preferred shares of the Company, which contains the following summarized terms.

Dividends

An 8% per share dividend will accrue annually, although it will only be payable in the event of a redemption or deemed liquidation, as defined. Accrued dividends amounted to approximately $15,021,038 and $12,783,515 at December 31, 2018 and March 31, 2018, respectively. Preferred stock dividends amounting to $2,237,523, were accreted for both the nine months ended December 31, 2018 and 2017. As total fair value of Preferred Stock at December 31, 2018 and 2017 exceeded the original investment plus accrued and unpaid dividends, total accretion for the nine months ended December 31, 2018 and 2017 was $25,576,834 and $6,721,988, respectively.

Liquidation

The preferred shares will be senior to common shares in the event of a sale, merger, liquidation, bankruptcy or other deemed liquidation event. In the event of such an occurrence, the preferred shareholders shall be entitled to receive the greater of (i) the aggregate amount of the original equity investment plus accrued dividends; or (ii) the amounts payable on an “as is converted to common shares basis”. The liquidation preference at December 31, 2018 amounted to approximately $81,632,000.

Redemption

At the election of the holders of a majority of the Preferred Shares, the Company shall redeem the outstanding Preferred Shares in two equal annual installments beginning on the fifth anniversary of such investment, December 17, 2018. During the year ended March 31, 2018, the Company received a waiver from the holders of the Preferred Shares extending the redemption date to July 31, 2019. Such redemptions shall be made at the greater share value of (i) fair market value; or (ii) the original equity investment plus accrued dividends.

Conversion

The holders of the Preferred Shares have the right at any time to convert all or a portion of the Preferred Shares into shares of Common Stock. The number of shares of common stock which would be issued upon conversion will be determined by dividing the original equity investment by the conversion price. The conversion price will be initially equal to the Original Equity Investment divided by the number of shares of preferred stock. In the event that the Company issues additional shares of stock or convertible securities at a purchase price or exercise price less than the then-applicable conversion price, such conversion price shall be adjusted. The shares will automatically convert in the event of an initial public offering, if such offering is greater than defined proceed levels.

 

9


SiriusDecisions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Voting

The Preferred shareholders will be entitled to 2 out of 5 board seats and certain protective rights and shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock are convertible.

The Company evaluated the Series A Preferred Stock and its embedded conversion feature on the date of issuance and determined the host instrument is more akin to equity and is therefore clearly and closely related with the embedded conversion option as defined by ASC 815. Further, there were no beneficial conversion features noted. As such bifurcation of the embedded conversion feature was not required.

The Company accretes the issuance costs on its preferred stock using the straight-line method from the date of issuance to the earliest date of redemption.

 

6.

Stock Options

The Company accounts for the expected life of options in accordance with the “simplified” method provision of ASC 718-10-S55, which enables the use of the simplified method for “plain vanilla” share options. Expected volatility is calculated using the historical volatility of comparable public companies. The risk free interest rate is based on U.S. Treasury yields for securities in effect at the time of grant with terms approximating the term of the grants. The Company does not expect to issue dividends in the foreseeable future. The following assumptions were used for the nine months ended December 31, 2018 and 2017:

 

     2018     2017  

Risk free interest rate

     2.9% - 3.0     1.2% - 2.1

Calculated dividend rate

     0     0

Expected life of the option in years

     6.18       6.25  

Expected volatility

     24.4% - 25.6     26.4% - 27.0

Fair value of option

   $   0.80 - $ 1.25     $   0.64 - $ 1.04  

The fair value of each option award was estimated on the grant date using the Black-Scholes option-pricing model and will be expensed under the straight-line method. Stock-based compensation expense was approximately $517,000 and $309,000 for the nine months ended December 31, 2018 and 2017, respectively, and is included in the caption selling, general and administrative in the accompanying unaudited condensed consolidated statements of operations.

The following table summarizes stock option activity for the nine months ended December 31, 2018:

 

     Number of
Shares
     Weighted
Average
Exercise Price
Per Share
     Weighted- average
Remaining
Contract Term (years)
     Aggregate
Intrinsic
Value
 

Outstanding March 31, 2018

     3,766,888      $ 1.27        

Granted

     1,310,625        2.84        

Exercised

     (185,124      0.70        

Forfeited

     (88,937      1.92        
  

 

 

          

Outstanding December 31, 2018

     4,803,452      $ 1.70        6.75      $ 14,993,400  
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable December 31, 2018

     2,588,925      $ 1.07        5.10      $ 9,797,770  
  

 

 

    

 

 

    

 

 

    

 

 

 

Vested and Expected to vest December 31, 2018

     4,742,781      $ 1.69        6.72      $ 14,858,750  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

10

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF FORRESTER RESEARCH, INC.

On January 3, 2019, Forrester Research, Inc., a Delaware corporation (the “Company” or “Forrester”), and Supernova Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Forrester, completed the previously announced acquisition (the “Acquisition”) of SiriusDecisions, Inc., a Delaware corporation and its subsidiaries (“Sirius”), pursuant to an Agreement and Plan of Merger, dated as of November 26, 2018 (the “Merger Agreement”), by and among Forrester, Supernova, Sirius, Founder Stockholders of Sirius and Fortis Advisors LLC, solely in its capacity as the Stockholder Representative.

The Company acquired Sirius for approximately $247.3 million in cash, subject to certain adjustments set forth in the Merger Agreement. In connection with the Acquisition, on January 3, 2019 (the “Closing Date”), Forrester entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders referred to therein (collectively, the “Lenders”). Pursuant to the Credit Agreement, the Lenders have provided Forrester with $125 million in senior secured term loans (the “Term Loan”) and a $75 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). On the Closing Date, all of the proceeds of the Term Loan and $50 million of proceeds of the loans borrowed under the Revolving Credit Facility were used to pay a portion of the cash consideration for the Acquisition and to pay certain fees, costs and expenses incurred in connection with the Acquisition.

The Unaudited Pro Forma Combined Financial Information is presented to illustrate the estimated effects of the transaction and the other activities contemplated by the Merger Agreement based on the historical financial position and results of operations of Forrester and Sirius. The Unaudited Pro Forma Combined Financial Information is presented as follows:

 

   

the unaudited pro forma combined balance sheet as of December 31, 2018, prepared based on (i) the historical audited consolidated balance sheet of Forrester as of December 31, 2018 and (ii) the historical unaudited condensed consolidated balance sheet of Sirius as of December 31, 2018.

 

   

the unaudited pro forma combined statement of operations for the year ended December 31, 2018 prepared based on (i) the historical audited consolidated statement of income of Forrester for the year ended December 31, 2018 and (ii) the historical unaudited consolidated statement of operations of Sirius for the twelve months ended December 31, 2018. Forrester’s fiscal year ends on December 31 and Sirius’ fiscal year ends on March 31. The historical unaudited consolidated statement of operations of Sirius for the twelve months ended December 31, 2018 was derived by adding Sirius’ audited consolidated statement of operations for the year ended March 31, 2018 to Sirius’ unaudited condensed consolidated statement of operations for the nine months ended December 31, 2018, and subtracting Sirius’ unaudited condensed consolidated statement of operations for the nine months ended December 31, 2017.

The transaction will be accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), with Forrester designated as the accounting acquirer of Sirius. The Unaudited Pro Forma Combined Financial Information set forth below primarily gives effect to the following:

 

   

the alignment of accounting policies and financial statement classifications of Sirius to those of Forrester;

 

   

the application of the acquisition method of accounting in connection with the transaction;

 

   

the drawdown of borrowings under the Credit Facilities in connection with the transaction, the proceeds of which were used to finance approximately $175 million of the cash consideration comprising the purchase price; and

 

   

the incurrence of transaction costs in connection with the transaction.

The Unaudited Pro Forma Combined Financial Information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the Unaudited Pro Forma Combined Financial Information does not purport to project the future financial position or operating results of the combined company. The accompanying unaudited pro forma combined statement of operations does not include any pro forma adjustments to reflect expected cost savings which may be achievable or the impact of any non-recurring activity and one-time transaction related costs.

 

1


The Unaudited Pro Forma Combined Financial Information has been prepared using the acquisition method of accounting under existing United States generally accepted accounting principles (“GAAP”), which is subject to change. The acquisition accounting is dependent upon certain valuations and other studies. Forrester has completed a preliminary valuation and other relevant studies. Forrester will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the transaction. The assets and liabilities of Sirius have been measured based on various initial estimates using assumptions that Forrester believes are reasonable, based on information that is currently available. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing pro forma combined financial information prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Differences between these preliminary estimates and the final acquisition accounting will exist, and these differences could have a material impact on the accompanying Unaudited Pro Forma Combined Financial Information and the combined company’s future results of operations and financial position.

The Unaudited Pro Forma Combined Financial Information has been compiled in a manner consistent with the accounting policies adopted by Forrester in all material aspects. Forrester has performed a detailed review of Sirius’ accounting policies. Subsequent to the Acquisition, Forrester may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the financial statements of the combined company.

Additionally, certain financial information of Sirius as presented in its historical financial statements has been reclassified to conform to the historical presentation in Forrester’s financial statements for purposes of preparation of the Unaudited Pro Forma Combined Financial Information (see Note 8).

The unaudited pro forma combined balance sheet gives effect to the transaction as if it had been completed on December 31, 2018. The unaudited pro forma combined statement of operations gives effect to the transaction as if it had been completed on January 1, 2018. This Unaudited Pro Forma Combined Financial Information was derived from and should be read in conjunction with the separate historical (i) audited financial statements of Forrester as of and for the year ended December 31, 2018 and the related notes included in Forrester’s Annual Report on Form 10-K for the year ended December 31, 2018 that Forrester filed with the SEC on March 8, 2019, (ii) Sirius’ audited consolidated financial statements as of and for the year ended March 31, 2018, which are included in this Current Report on Form 8-K/A, and (iii) Sirius’ unaudited condensed consolidated financial statements as of and for the nine months ended December 31, 2018, which are included in this Current Report on Form 8-K/A.

 

2


Forrester Research, Inc.

Unaudited Pro Forma Combined Balance Sheet

As of December 31, 2018

(amounts in thousands)

 

     Historical
Forrester

As
Reported
    Historical
Sirius

As
Adjusted
(Note 8)
    Pro Forma
Adjustments
    Note      Financing
Adjustments
     Note      Pro Forma
Combined
 

Assets

                 

Current Assets:

                 

Cash and cash equivalents

   $ 140,296     $ 7,205     $ (248,922     6A      $ 170,744        6A, 6E      $ 69,323  

Accounts receivable, net

     67,318       13,037       —            —             80,355  

Deferred commissions

     15,677       662       (662     6G        —             15,677  

Prepaid expenses and other current assets

     12,802       2,346       —            —             15,148  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total current assets

     236,093       23,250       (249,584        170,744           180,503  

Property and equipment, net

     22,005       3,141       310       6B        —             25,456  

Goodwill

     85,165       —         164,642       6C        —             249,807  

Intangible assets, net

     4,951       939       111,061       6D        —             116,951  

Other assets

     5,310       269       —            1,429        6E        7,008  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total assets

   $ 353,524     $ 27,599     $ 26,429        $ 172,173         $ 579,725  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Liabilities, Convertible

Preferred Stock and

Stockholders’ Equity

                 

Current Liabilities:

                 

Accounts payable

   $ 588     $ 648     $ —          $ —           $ 1,236  

Accrued expenses, other current liabilities

     54,065       8,377       —            —             62,442  

Current portion of long term-debt

     —         —         —            6,250        6E        6,250  

Deferred revenue

     135,332       29,489       (8,878     6F        —             155,943  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total current liabilities

     189,985       38,514       (8,878        6,250           225,871  

Long-term debt

     —         —         —            165,923        6E        165,923  

Non-current liabilities

     11,939       2,635       23,382      

6D,
6H,
6F, 6J
 
 
     —             37,956  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total liabilities

     201,924       41,149       14,504          172,173           429,750  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Convertible preferred stock

     —         81,631       (81,631     6I        —             —    
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Stockholders’ Equity

                 

Common stock

     230       31       (31     6I        —             230  

Additional paid-in capital

     200,696       —         —            —             200,696  

Retained earnings

     127,717       (95,324     93,699       6I        —             126,092  

Treasury stock

     (171,889     —         —            —             (171,889

Accumulated other comprehensive income (loss)

     (5,154     112       (112     6I        —             (5,154
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total stockholders’ equity (deficit)

     151,600       (95,181     93,556          —             149,975  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total liabilities, convertible preferred stock and stockholders’  equity

   $ 353,524     $ 27,599     $ 26,429        $ 172,173         $ 579,725  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

 

3


Forrester Research, Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2018

(amounts in thousands, except per share data)

 

     Historical
Forrester

As
Reported
     Historical
Sirius

As
Adjusted
(Note 8)
    Pro Forma
Adjustments
    Note      Financing
Adjustments
    Note      Pro
Forma
Combined
 

Revenues:

                 

Research services

   $ 228,399      $ 64,597     $ (6,528     7C      $ —          $ 286,468  

Advisory services and events

     129,176        24,924       (2,519     7C        —            151,581  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Total revenues

     357,575        89,521       (9,047        —            438,049  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Operating expenses:

                 

Cost of services and fulfillment

     146,502        34,002       742      

7A,

7D, 7E

 

 

     —            181,246  

Selling and marketing

     131,824        33,392       (2,204    

7A, 7D,

7E,

7F

 

 

 

     —            163,012  

General and administrative

     43,920        16,129       (30     7A, 7E        —            60,019  

Depreciation

     7,955        736       60       7A        —            8,751  

Amortization of intangible assets

     1,162        1,169       17,700       7A        —            20,031  

Acquisition and integration costs

     3,787        1,468       (3,302     7G        —            1,953  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Total operating expenses

     335,150        86,896       12,966          —            435,012  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Income from operations

     22,425        2,625       (22,013        —            3,037  

Other income (expense), net

     674        (365     —            (10,131     7B        (9,822

Gains on investments, net

     426        —         —            —            426  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Income (loss) before income taxes

     23,525        2,260       (22,013        (10,131        (6,359

Income tax expense (benefit)

     8,145        —         (5,617     7H        (2,837     7H        (309
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Net income (loss)

   $ 15,380      $ 2,260     $ (16,396      $ (7,294      $ (6,050
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Basic income (loss) per common share

   $ 0.85                  $ (0.33

Diluted income (loss) per common share

   $ 0.84                  $ (0.33

Basic weighted average common shares outstanding

     18,091                    18,091  

Diluted weighted average common shares outstanding

     18,380                    18,091  

 

4


Note 1: Description of the Transaction

Purchase Agreement

On November 26, 2018, Forrester entered into the Merger Agreement by and among Supernova, Sirius, Founder Stockholders of Sirius and Fortis Advisors LLC, solely in its capacity as the Stockholder Representative, pursuant to which Forrester acquired Sirius. The transaction was completed on January 3, 2019.

Subject to the terms and conditions of the Merger Agreement, as consideration for the acquisition of Sirius, Forrester paid to Stockholders of Sirius approximately $247.3 million in cash (the “Cash Consideration”), subject to certain adjustments set forth in the Merger Agreement.

Credit Agreement Borrowing

On January 3, 2019, the Company entered into a $125 million five-year senior secured Term Loan and a $75 million senior secured Revolving Credit Facility. On the Closing Date, all of the proceeds of the Term Loan and $50 million of proceeds of the loans borrowed under the Revolving Credit Facility were used to pay a portion of the Cash Consideration. The loans under each of the Credit Facilities bear interest, at Forrester’s option, at a rate per annum equal to either (i) the London Interbank Offering Rate (“LIBOR”) for the applicable interest period plus a margin that is between 1.75% and 2.50%, based on Forrester’s consolidated total leverage ratio, or (ii) the applicable base rate plus a margin that is between 0.75% and 1.50%, based on Forrester’s consolidated total leverage ratio. A commitment fee, at a rate of between 0.25% to 0.35% per annum, based on Forrester’s consolidated total leverage ratio, is payable on the unused portion of the Revolving Credit Facility quarterly, in arrears, and on the date of termination or expiration of the Revolving Credit Facility.

Note 2: Basis of Pro Forma Presentation

The accompanying Unaudited Pro Forma Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from the audited and unaudited financial information of Forrester and Sirius. The financial information has been adjusted in the accompanying Unaudited Pro Forma Combined Financial Information to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) with respect to the unaudited pro forma combined statement of operations, expected to have a continuing impact on the combined results of operations of Forrester.

The Unaudited Pro Forma Combined Financial Information was prepared using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting, in accordance with ASC 805, uses the fair value concepts defined in ASC 820, Fair Value Measurement (“ASC 820”).

ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under GAAP, expands disclosures about fair value measurements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold. Additionally, the fair value may not reflect management’s intended use for those assets.

Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

Fair value estimates were determined based on discussions between Forrester and Sirius management, due diligence efforts, and information available in public filings. The allocation of the aggregate transaction consideration used in the preliminary Unaudited Pro Forma Combined Financial Information is based on initial estimates. The final determination of the allocation of the aggregate transaction consideration will be based on the actual tangible and intangible assets and the liabilities of Sirius at the effective time of the transaction (see Note 5).

 

5


Sirius’ assets acquired and liabilities assumed were recorded at their fair value at the transaction date. Forrester acquired Sirius for approximately $247.3 million of contractual cash consideration, which is subject to certain adjustments as set forth in the Merger Agreement.

The Unaudited Pro Forma Combined Financial Information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The Unaudited Pro Forma Combined Financial Information has not been adjusted to give effect to certain expected financial benefits of the transaction, such as cost synergies or revenue synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. Also, the Unaudited Pro Forma Combined Financial Information does not reflect possible adjustments related to integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company.

Further, one-time transaction-related costs, which total $4.9 million, incurred prior to or anticipated to be incurred prior to, or concurrent with, the closing of the transaction are not included in the unaudited pro forma combined statement of operations as these costs are not expected to have a continuing impact on the business of the combined company. Of these $4.9 million of transaction costs, $1.6 million relates to costs not incurred or recognized as of the unaudited pro forma combined balance sheet date of December 31, 2018, primarily related to deal advisory and legal fees. These costs have been included in the unaudited pro forma combined balance sheet.

Certain amounts from the historical financial statements of Sirius were reclassified to conform the presentation to that of Forrester (see Note 8).

Note 3: Accounting Policies

For purposes of presenting the unaudited pro forma combined financial statements and related information, Forrester has completed a preliminary review of Sirius’ significant accounting policies for purposes of identifying adjustments to align with Forrester accounting policies. At this time, the Company has not identified any material differences in these policies other than accounting for contract costs with respect to Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). Historically, Sirius expensed the majority of these contract costs as they were incurred. However, under ASC 606, these contract costs will be capitalized and amortized. For purposes of the unaudited pro forma combined balance sheet, no adjustment related to these capitalized contract costs has been reflected as these amounts will be eliminated in purchase accounting and included within the customer relationship intangible asset. Review of such accounting policies will continue and policy differences may be identified at a later date and may be deemed material at that time.

Note 4: Estimated Transaction Consideration

ASC 805 requires acquirers of a business to recognize the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree as part of applying the acquisition method.

The Company paid $247.3 million at closing, which included the purchase price of $245.0 million plus an adjustment for the estimate of certain working capital items, which is subject to adjustment as set forth in the Merger Agreement. In connection with the Acquisition, the Company borrowed approximately $175 million under its Credit Facilities. There were no liabilities incurred to former owners or equity interests issued by the acquirer to be considered as a component of the transaction consideration.

 

6


Note 5: Allocation of Purchase Price to Net Assets

The following is a preliminary estimate of the assets acquired and the liabilities assumed by Forrester in the transaction, reconciled to the estimated transaction consideration (amounts in thousands):

 

     Amounts as of
Acquisition Date
 

Cash and cash equivalents

   $ 7,205  

Current assets

     15,383  

Property and equipment, net

     3,451  

Intangible assets

     112,000  

Other assets

     269  

Deferred revenue

     (21,336

Current liabilities

     (9,025

Unfavorable leasehold interests

     (1,380

Deferred tax liability, net

     (23,912
  

 

 

 

Fair value of assets acquired and liabilities assumed, excluding goodwill

     82,655  

Goodwill

     164,642  
  

 

 

 

Estimate of consideration transferred

   $ 247,297  
  

 

 

 

The following is a reconciliation of the fair value of assets acquired and liabilities assumed to the estimated transaction consideration (amounts in thousands):

 

     Amounts as of
Acquisition Date
 

Total estimate of consideration transferred

   $ 247,297  
  

 

 

 

Book value of net assets acquired at December 31, 2018

     (13,550

Adjusted for:

  

Elimination of deferred rent

     1,598  

Elimination of deferred commission

     (662
  

 

 

 

Adjusted book value of net assets acquired

     (12,614

Adjustments to:

  

Property and equipment, net

     310  

Intangible assets

     111,061  

Unfavorable leases

     (1,380

Deferred revenue

     9,190  

Deferred tax liability, net

     (23,912
  

 

 

 

Fair value of assets acquired and liabilities assumed, excluding goodwill

     82,655  

Goodwill

     164,642  
  

 

 

 

Reconciliation to estimate of consideration transferred

   $ 247,297  
  

 

 

 

 

7


Note 6: Unaudited Pro Forma Combined Balance Sheet Adjustments

The following represents an explanation of the various adjustments to the unaudited pro forma combined balance sheet.

A – Cash and cash equivalents:

This represents the net adjustment to cash and cash equivalents after giving effect to the acquisition and borrowings (amounts in thousands):

 

Net proceeds from Credit Facilities (1)

   $ 170,744  

Cash paid:

  

Cash paid for transaction-related costs (2)

     (1,625

Cash paid by Forrester to Sellers

     (247,297
  

 

 

 

Total cash paid

     (248,922
  

 

 

 

Total pro forma adjustment to cash and cash equivalents

   $ (78,178
  

 

 

 

 

(1)

Amount represents net proceeds from Credit Facilities. Refer to Note 6E.

(2)

Amount represents transaction-related costs not incurred or recognized by Forrester as of the unaudited pro forma combined balance sheet date of December 31, 2018. Unrecognized transaction-related costs are reflected as a reduction to cash for pro forma purposes, with a corresponding decrease in retained earnings. Refer to Note 2.

B—Property and equipment

Represents the adjustment in carrying value of Sirius’ property and equipment from its recorded net book value to its preliminary estimated fair value. The estimated fair value is expected to be depreciated or amortized based on management’s estimates of the period over which the assets will be utilized to benefit the operations of the company. The preliminary amounts assigned to property and equipment are as follows (dollar amounts in thousands):

 

     Estimated Useful
Life (1)
     Sirius Historical
Carrying Amount
     Fair Value
Adjustment
     Estimated Fair
Value
 

Computer equipment

     3 years      $ 1,172      $ (690    $ 482  

Leasehold improvements

     6 years        2,054        (759      1,295  

Furniture and fixtures

     3 years        1,954        (745      1,209  

Office equipment

     2 years        75        (41      34  

CIP - Capital in progress

     —          431        —          431  
     

 

 

    

 

 

    

 

 

 

Total

        5,686        (2,235      3,451  

Less: Accumulated depreciation

        (2,545      2,545        —    
     

 

 

    

 

 

    

 

 

 
      $ 3,141      $ 310      $ 3,451  
     

 

 

    

 

 

    

 

 

 

 

(1)

Represents preliminary estimated useful life of assets to be acquired.

The final determination of fair value of property and equipment, as well as the estimated useful lives, remains subject to change. The finalization may have a material impact on the valuation of property and equipment and the purchase price allocation, which is expected to be finalized subsequent to the closing of the transaction but within the measurement period.

To estimate the fair value of Sirius’ property and equipment, the Company considered valuation analyses of the assets using the sales comparison approach and the cost approach. The Company considered the highest and best use of the assets in selecting a valuation approach for each asset category. Depreciation for both physical deterioration and functional obsolescence was factored into the calculation. Physical deterioration is estimated based on an age-life analysis.

 

8


The useful lives are estimated based on Forrester’s historical experience with similar assets, taking into account anticipated technological or other changes. Forrester periodically reviews these lives relative to physical factors, economic factors, and industry trends. If there are changes in the planned use of property and equipment or if technological changes were to occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense in future periods.

C—Goodwill

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is calculated as the excess of consideration transferred in the acquisition over the fair value of the tangible assets and identifiable intangible assets acquired and liabilities assumed in a business combination. Goodwill acquired in the transaction is estimated to be $164.6 million. The estimated goodwill to be recognized is attributable primarily to expected synergies, expanded opportunities in the market, and other benefits that Forrester believes will result from combining its operations with the operations of Sirius. The goodwill created in the transaction is not expected to be deductible for tax purposes. Refer to Note 5.

D—Intangible assets and liabilities

Represents adjustments to record the preliminary estimated fair value of (i) intangible assets of approximately $112.0 million, which is an increase of $111.1 million over Sirius’s historical book value of intangible assets of $0.9 million prior to the transaction and (ii) an intangible liability of approximately $1.4 million.

Identified intangible assets expected to be acquired consist of the following (dollar amounts in thousands):

 

     Estimated Useful Life (1)      Estimated Fair Value  

Backlog

     2 years      $ 13,000  

Customer relationships

     10.5 years        73,000  

Trade names

     16 years        12,000  

Technologies

     3 years        14,000  
     

 

 

 

Estimated fair value of identified intangible assets

      $ 112,000  
     

 

 

 

 

(1)

Represents preliminary estimated useful life of assets to be acquired.

Identified intangible liabilities expected to be assumed consist of the following (dollar amount in thousands):

 

     Estimated Useful Life (1)      Estimated Fair Value  

Unfavorable leasehold interests

     4.3 years      $ 1,380  
     

 

 

 

 

(1)

Represents preliminary estimated useful life of assets to be acquired.

The fair value estimate for all identifiable intangible assets and liabilities is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The estimated fair value of backlog was determined by using the multi-period excess earnings method under the income approach. The estimated fair value of acquired customer relationships was determined with the excess earnings method, which is a variation of the income approach. This approach calculates the excess of the future cash inflows (i.e., revenue from customers generated from the relationships) over the related cash outflows (i.e., customer servicing expenses) generated over the useful life of the relationship. The estimated fair value of trade names was determined with the relief from royalty method, which is a commonly used variation of the income approach. The Company considered the return on assets and market comparable methods when estimating an appropriate royalty rate for the trade names. The estimated fair value of technologies was determined utilizing the replacement cost method under the cost approach. The estimated fair value of unfavorable leasehold interests

 

9


was determined based on the present value (using a discount rate that reflects the risks associated with the property acquired and the respective tenants) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimates of fair market lease rates for the comparable in-place leases, measured over a period equal to the remaining non-cancelable terms of the leases.

The final determination of fair value of intangible assets and liabilities, as well as estimated useful lives, remains subject to change. The finalization may have a material impact on the valuation of intangible assets and the purchase price allocation, which is expected to be finalized subsequent to the transaction but within the measurement period.

E—Long-term and short-term debt

In connection with the Acquisition, the Company borrowed $175 million on January 3, 2019, pursuant to the terms of the Credit Agreement, consisting of $125 million of borrowings under the Term Loan and $50 million of borrowings under the Revolving Credit Facility. The Company incurred debt issuance costs in the amount of $2.8 million with respect to the Term Loan, which are netted against the loan amount. The Company incurred debt issuance costs in the amount of $1.4 million with respect to the Revolving Credit Facility which are recorded in “other assets”. Accordingly, the Company recorded $165.9 million and $6.3 million as long-term and short-term debt, respectively.

Amounts borrowed under the Credit Facilities bear interest, at Forrester’s option, at a rate per annum equal to either (i) LIBOR for the applicable interest period plus a margin that is between 1.75% and 2.50% based on Forrester’s consolidated total leverage ratio or (ii) the applicable base rate plus a margin that is between 0.75% and 1.50% based on Forrester’s consolidated total leverage ratio.

F—Deferred revenue

This adjustment represents the estimate to decrease the assumed deferred revenue obligations to a fair value of approximately $21.3 million, a reduction of $9.2 million from the carrying value. The current portion amounts to $8.9 million and the non-current portion amounts to $312 thousand. The calculation of fair value is preliminary and subject to change. The fair value was determined based on the estimated costs to fulfill the remaining contractual obligations plus a normal profit margin. After the Acquisition, this adjustment will have a continuing impact and will reduce revenue related to the assumed performance obligations as the services are provided over the next two years.

G – Deferred commission

This adjustment represents the elimination of deferred commission account in the amount of $0.7 million since it will be included within the customer relationship intangible asset.

H – Deferred rent

This adjustment represents the elimination of deferred rent in the amount of $1.6 million recorded on Sirius financial statements.

 

10


I –Convertible preferred stock and stockholders’ equity

Represents the elimination of Sirius capital, accumulated deficit, and accumulated other comprehensive income, as well as the recognition of transaction costs incurred on January 3, 2019 by Forrester (amounts in thousands):

 

     Amounts as of
Acquisition Date
 

Elimination of historical Sirius convertible preferred stock

   $ (81,631
  

 

 

 

Elimination of historical Sirius common stock

   $ (31

Elimination of historical Sirius accumulated deficit

     95,324  

Elimination of historical Sirius accumulated other comprehensive income

     (112

Transaction-related costs (1)

     (1,625
  

 

 

 

Total adjustments to stockholders’ equity

   $ 93,556  
  

 

 

 

 

(1)

Represents $1.6 million of transaction-related costs not yet incurred or recognized as of the pro forma balance sheet date of December 31, 2018. Refer to Note 2.

J—Income taxes

For U.S. federal tax purposes, the transaction is structured as stock acquisition of the operations of Sirius.

The estimate of deferred taxes was determined based on the changes in the book basis reflected in Sirius’ historical financial statements. A weighted average combined statutory rate of 28% was applied to the step-up in fair value of Sirius’ assets and liabilities, resulting in an increase to the deferred tax liability of $33.6 million. A preliminary realization assessment of the acquired deferred tax assets resulted in a release of valuation allowances on certain U.S. deferred tax assets. As a result an increase in deferred tax assets in the amount of $9.7 million was also recorded and netted against the deferred tax liability. The estimate of deferred income tax is preliminary and is subject to change based on the Company’s final determination of the assets acquired and liabilities assumed.

Note 7: Unaudited Pro Forma Combined Statement of Operations Adjustments     

The following represents an explanation of the various adjustments to the unaudited pro forma combined statement of operations.

A—Depreciation of fixed assets and amortization of other intangibles

In conjunction with the acquisition accounting, the Company performed a fair value assessment of the property and equipment and definite-lived intangible assets. These valuations generated estimated depreciation and amortization expense related to the pro forma valuation adjustments to property and equipment (see Note 6B) and intangible assets (see Note 6D). Pro forma depreciation and amortization have been estimated on a preliminary basis as follows (amounts in thousands):

 

     Year Ended December
31, 2018
 

Estimated depreciation expense for acquired property and equipment

   $ 796  

Less: Historical Sirius depreciation expense

     (736
  

 

 

 

Total pro forma adjustment to depreciation expense

   $ 60  
  

 

 

 

Estimated amortization expense for acquired definite-lived intangibles assets

   $ 18,869  

Less: Historical Sirius amortization expense

     (1,169
  

 

 

 

Total pro forma adjustment to amortization expense

   $ 17,700  
  

 

 

 

Estimated amortization for unfavorable leasehold interests (a)

   $ (400
  

 

 

 

 

(a)

Recorded as a decrease in expense in the line items “Cost of services and fulfillment”, “Selling and marketing” and “General and administrative” in the amounts of $120 thousand, $220 thousand and $60 thousand, respectively.

 

11


All property and equipment and definite-lived intangibles assets and liabilities are depreciated and amortized, respectively, using the weighted average useful lives.

B—Interest expense

Represents the net increase to interest expense in the amount of $10.1 million resulting from interest on the new debt to finance the acquisition of Sirius, the amortization of related debt issuance costs and the commitment fee on the unused portion of the Revolving Credit Facility.

The adjustment to recognize interest expense of $7.2 million related to the Term Loan and $2.9 million related to the Revolving Credit Facility, of which $85 thousand related to a commitment fee on the unused portion of the Revolving Credit Facility, assumes the amounts were borrowed on January 1, 2018 and were outstanding for the entire twelve months ended December 31, 2018. The interest rates assumed for purposes of preparing this pro forma financial information are 5.3% for the Term Loan and 5.1% for the Revolving Credit Facility based on the rates applicable on January 3, 2019. In addition, the unused portion of the Revolving Credit Facility is subject to a commitment fee at a rate of between 0.25% to 0.35% per annum, based on Forrester’s consolidated total leverage ratio. For the purposes of these pro forma financial statements, 0.35% was used.

The following tables show the estimated interest expense, interest rates and terms of the Credit Facilities (amounts in thousands):

 

Facility

   Borrowing
Amount
     Annual
Interest
     Commitment
Fee on
Unused
Portion
     Deferred
Cost
Amortization
     Total
Increase
to
Interest
Expense
 

Term Loan

   $ 125,000      $ 6,550        —        $ 615      $ 7,165  

Revolving Credit Facility

   $ 50,000      $ 2,545      $ 85      $ 336      $ 2,966  

 

Facility

   Interest Rate Index and
Margin
   Assumed
Rate
    Term  

Term Loan

   (a)      5.3     5  

Revolving Credit Facility

   (a)      5.1     5  

 

(a)

Amounts borrowed under the Credit Facilities bear interest, at Forrester’s option, at a rate per annum equal to either (i) the LIBOR for the applicable interest period plus a margin that is between 1.75% and 2.50% based on Forrester’s consolidated total leverage ratio or (ii) the applicable base rate plus a margin that is between 0.75% and 1.50% based on Forrester’s consolidated total leverage ratio. In addition, Forrester will pay a commitment fee equal to 0.35% per annum on the average daily unused portion of the Revolving Credit Facility, payable quarterly, in arrears, and on the date of termination of expiration of the Revolving Credit Facility. The commitment fee may decrease to 0.30% or 0.25% based on Forrester’s consolidated total leverage ratio.

If the interest rates on the Term Loan and Revolving Credit Facility increase or decrease by 0.125%, interest expense would increase or decrease by $0.2 million for the year ended December 31, 2018.

 

12


C- Deferred revenue

The adjustment to reduce revenue by $9.0 million for the year ended December 31, 2018 reflects the difference between prepayments related to contractual services and the fair value of the assumed performance obligations as they are satisfied, assuming the transaction was consummated on January 1, 2018.

D—New compensation arrangements

This adjustment reflects new compensation arrangements executed with two key executives from Sirius in connection with the business combination, resulting in increases of $0.8 million and $0.2 million in “Cost of services and fulfillment” and “Selling and marketing” expenses, respectively, from the previous compensation expense reflected in Sirius’ historical consolidated statement of operations.

E- Lease expense

This adjustment reflects the impact of recalculating the lease expense for Sirius acquired leases on a straight line basis excluding the historical deferred rent balances. This adjustment is recorded as an increase in expense in the line items “Cost of services and fulfillment”, “Selling and marketing” and “General and administrative” in the amounts of approximately $59,000, $108,000 and $30,000, respectively.

F – Deferred commission

This adjustment represents the decrease in commission expense in “Selling and marketing” expenses in the amount of $2.3 million as a result of adopting ASC 606, Revenue from Contracts with Customers.

G- Transaction costs

Represents the elimination of nonrecurring transaction costs incurred by Forrester and Sirius during the year ended December 31, 2018 of $3.3 million that are directly related to the acquisition of Sirius.

H—Income taxes

Represents the income tax effect for unaudited pro forma combined statement of operations adjustments related to the transaction using statutory tax rates, less any applicable valuation allowances for the year ended December 31, 2018. In addition, includes the estimated income tax effect for the historical Sirius financial results for 2018 due to the anticipated elimination of the valuation allowance on Sirius’ deferred tax assets as of January 1, 2018. Because the adjustments contained in this Unaudited Pro forma Combined Financial Information are based on estimates, the effective tax rate could vary from the effective rate in periods subsequent to the transaction. These unaudited pro forma financial statements depict an estimate of the tax impacts of the Acquisition.

 

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Note 8: Reclassifications

Forrester has completed a preliminary review of the financial statement presentation of Sirius for purposes of the Unaudited Pro Forma Combined Financial Information. During this review, the following financial statement reclassifications were performed in order to align the presentation of Sirius’ financial information with that of Forrester (amounts in thousands):

 

    As Reported
Historical
Sirius
(Unaudited)
    Reclassification
and
Conforming
Policy
Adjustments
    Note   As Adjusted
Sirius
     

Assets

         

Current Assets:

         

Cash and cash equivalents

  $ 7,205     $ —         $ 7,205    

Cash and cash equivalents

Accounts receivable, net

    13,037       —           13,037    

Accounts receivable, net

Deferred commissions

    —         662     a     662    

Deferred commissions

Prepaid expenses and other current assets

    2,693       (347   a     2,346    

Prepaid expenses and other current assets

 

 

 

   

 

 

     

 

 

   

Total current assets

    22,935       315         23,250    

Property and equipment, net

    4,080       (939   b     3,141    

Property and equipment, net

Intangible assets, net

    —         939     b     939    

Intangible assets, net

Other assets

    584       (315   a     269    

Other assets

 

 

 

   

 

 

     

 

 

   

Total assets

  $ 27,599     $ —         $ 27,599    
 

 

 

   

 

 

     

 

 

   

Liabilities. Convertible Preferred Stock and Stockholders’ Deficiency

Current Liabilities:

         

Accounts payable

  $ —       $ 648     c   $ 648    

Accounts payable

Accrued expenses and other current liabilities

    —         8,377     c     8,377    

Accrued expenses and other current liabilities

Accounts payable and accrued expense

    9,025       (9,025   c     —      

Deferred revenue

    29,489       —           29,489    

Deferred revenue

 

 

 

   

 

 

     

 

 

   

Total current liabilities

    38,514       —           38,514    

Deferred revenue—noncurrent

    1,037       (1,037   d     —      

Deferred revenue—noncurrent

Deferred rent and other non-current liabilities

    1,598       (1,598   d     —      

Non-current liabilities

    —         2,635     d     2,635    

Non-current liabilities

 

 

 

   

 

 

     

 

 

   

Total liabilities

    41,149       —           41,149    
 

 

 

   

 

 

     

 

 

   

Convertible preferred stock

    81,631       —           81,631    

Convertible preferred stock

Stockholders’ Deficiency:

         

Common stock

    31       —           31    

Common stock

Additional paid-in capital

          —           —      

Additional paid-in capital

Accumulated deficit

    (95,324     —           (95,324  

Retained earnings

Accumulated other comprehensive income

    112       —           112    

Accumulated other comprehensive loss

 

 

 

   

 

 

     

 

 

   

Total stockholders’ deficiency

    (95,181     —           (95,181  
 

 

 

   

 

 

     

 

 

   

Total liabilities, convertible preferred stock and stockholders’ deficiency

  $ 27,599     $ —         $ 27,599    
 

 

 

   

 

 

     

 

 

   

 

(a)

Reclassification of amount related to deferred commissions included in “Prepaid expense and other current assets” and “Other assets”.

(b)

Reclassification of amount related to intangible assets” included in “Property and equipment, net”.

(c)

Reclassification of amounts related to accounts payable and accrued expense to separate “Account payable” and “Accrued expenses and other current liabilities” accounts.

(d)

Reclassification of amounts related to deferred rent and deferred revenue to “Non-current liabilities”.

 

14


    As Reported
Historical
Sirius
(Unaudited)
    Reclassification
Adjustments
    Note     As
Adjusted
Sirius
     

Revenues:

          Revenues:

Research services

  $ —       $ 64,597       a     $ 64,597    

Research services

Advisory services and events

    —         24,924       a       24,924    

Advisory services and events

Revenue

    89,521       (89,521     a       —      

Revenue

 

 

 

   

 

 

     

 

 

   

Total revenues

    89,521       —           89,521    

Total revenues

Costs and expenses:

          Operating expenses:

Cost of services and product development

    33,156       846       b       34,002    

Cost of services and fulfillment

Selling and marketing

    —         33,392       b       33,392    

Selling and marketing

General and administrative

    —         16,129       b       16,129    

General and administrative

Selling, general and administrative

    51,835       (51,835     b       —      

Selling, general and administrative

Depreciation

    —         736       c       736    

Depreciation

Amortization of intangible assets

    —         1,169       c       1,169    

Amortization of intangible assets

Depreciation and amortization

    1,905       (1,905     c       —      

Acquisition and integration costs

    —         1,468       b       1,468    

Acquisition and integration costs

 

 

 

   

 

 

     

 

 

   

Total costs and expenses

    86,896       —           86,896    

Total operating expenses

 

 

 

   

 

 

     

 

 

   

Income from operations

    2,625       —           2,625    

Income from operations

Other expense, net

    (365     —           (365  

Other income (expense), net

 

 

 

   

 

 

     

 

 

   

Income before income taxes

    2,260       —           2,260    

Income before income taxes

Income tax expense

    —       —           —      

Income tax expense

 

 

 

   

 

 

     

 

 

   

Net income

  $ 2,260     $ —         $ 2,260    

Net income

 

 

 

   

 

 

     

 

 

   

 

(a)

Reclassification of the revenue amount into separate revenue categories.

(b)

Reclassification of “Selling, general and administrative” account into separate “Cost of services and fulfillment”, “Selling and marketing”, “General and administrative” and “Acquisition and integration costs” accounts and allocation of rent expense from “Selling and general administrative” account into “Cost of services and fulfillment”, “Selling and marketing” and “General and administrative” accounts.

(c)

Reclassification of the depreciation and amortization expense into separate categories.

 

15