forr-10q_20190331.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED March 31, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

COMMISSION FILE NUMBER: 000-21433

 

FORRESTER RESEARCH, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

04-2797789

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

60 Acorn Park Drive

CAMBRIDGE, MASSACHUSETTS

 

02140

(Zip Code)

(Address of principal executive offices)

 

 

(617) 613-6000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes       No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes       No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

 

 

 

Non-accelerated filer

 

 

  

Smaller reporting company

 

 

Emerging growth company

 

  

 

 

 

If an emerging growth company, indicate by checkmark 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes       No  

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, $.01 Par Value

 

FORR

 

Nasdaq Global Select Market

As of May 6, 2019, 18,437,000 shares of the registrant’s common stock were outstanding.

 

 

 

 


 

FORRESTER RESEARCH, INC.

INDEX TO FORM 10-Q

 

 

 

Page

PART I

FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

3

 

Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018

3

 

Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018

4

 

Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2019 and 2018

5

 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018

6

 

Notes to Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

28

Item 4.

Controls and Procedures

28

 

 

 

PART II

OTHER INFORMATION

 

Item 1A.

Risk Factors

29

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

Item 6.

Exhibits

30

 

 

2


 

PART I.

ITEM 1. FINANCIAL STATEMENTS

FORRESTER RESEARCH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data, unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

75,012

 

 

$

140,296

 

Accounts receivable, net

 

 

69,122

 

 

 

67,318

 

Deferred commissions

 

 

17,254

 

 

 

15,677

 

Prepaid expenses and other current assets

 

 

16,299

 

 

 

12,802

 

Total current assets

 

 

177,687

 

 

 

236,093

 

Property and equipment, net

 

 

26,357

 

 

 

22,005

 

Operating lease right-of-use assets

 

 

71,529

 

 

 

 

Goodwill

 

 

242,543

 

 

 

85,165

 

Intangible assets, net

 

 

114,684

 

 

 

4,951

 

Other assets

 

 

7,578

 

 

 

5,310

 

Total assets

 

$

640,378

 

 

$

353,524

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,209

 

 

$

588

 

Accrued expenses and other current liabilities

 

 

69,946

 

 

 

54,065

 

Current portion of long-term debt

 

 

7,031

 

 

 

 

Deferred revenue

 

 

191,612

 

 

 

135,332

 

Total current liabilities

 

 

269,798

 

 

 

189,985

 

Long-term debt, net of deferred financing fees

 

 

143,728

 

 

 

 

Non-current operating lease liabilities

 

 

63,843

 

 

 

 

Other non-current liabilities

 

 

19,195

 

 

 

11,939

 

Total liabilities

 

 

496,564

 

 

 

201,924

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Note 10):

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value

 

 

 

 

 

 

 

 

Authorized - 500 shares; issued and outstanding - none

 

 

 

 

 

 

Common stock, $0.01 par value

 

 

 

 

 

 

 

 

Authorized - 125,000 shares

 

 

 

 

 

 

 

 

Issued - 23,050 and 22,951 shares as of March 31, 2019 and

   December 31, 2018, respectively

 

 

 

 

 

 

 

 

Outstanding - 18,419 and 18,320 shares as of March 31, 2019 and

   December 31, 2018, respectively

 

 

231

 

 

 

230

 

Additional paid-in capital

 

 

206,655

 

 

 

200,696

 

Retained earnings

 

 

114,401

 

 

 

127,717

 

Treasury stock - 4,631 shares as of March 31, 2019 and December 31, 2018, at cost

 

 

(171,889

)

 

 

(171,889

)

Accumulated other comprehensive loss

 

 

(5,584

)

 

 

(5,154

)

Total stockholders’ equity

 

 

143,814

 

 

 

151,600

 

Total liabilities and stockholders’ equity

 

$

640,378

 

 

$

353,524

 

 

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

 

 

3


 

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data, unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Revenues:

 

 

 

 

 

 

 

 

Research services

 

$

68,609

 

 

$

51,700

 

Advisory services and events

 

 

32,040

 

 

 

26,049

 

Total revenues

 

 

100,649

 

 

 

77,749

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of services and fulfillment

 

 

45,110

 

 

 

34,105

 

Selling and marketing

 

 

42,033

 

 

 

33,011

 

General and administrative

 

 

13,190

 

 

 

10,739

 

Depreciation

 

 

2,023

 

 

 

1,996

 

Amortization of intangible assets

 

 

6,210

 

 

 

186

 

Acquisition and integration costs

 

 

2,967

 

 

 

 

Total operating expenses

 

 

111,533

 

 

 

80,037

 

Loss from operations

 

 

(10,884

)

 

 

(2,288

)

Interest expense

 

 

(2,352

)

 

 

 

Other expense, net

 

 

(270

)

 

 

(118

)

Losses on investments, net

 

 

(36

)

 

 

(25

)

Loss before income taxes

 

 

(13,542

)

 

 

(2,431

)

Income tax benefit

 

 

(226

)

 

 

(698

)

Net loss

 

$

(13,316

)

 

$

(1,733

)

Basic loss per common share

 

$

(0.73

)

 

$

(0.10

)

Diluted loss per common share

 

$

(0.73

)

 

$

(0.10

)

Basic weighted average common shares outstanding

 

 

18,363

 

 

 

18,036

 

Diluted weighted average common shares outstanding

 

 

18,363

 

 

 

18,036

 

Cash dividends declared per common share

 

$

 

 

$

0.20

 

 

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

 

 

4


 

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, unaudited)

 

 

Three Months Ended

 

 

March 31,

 

 

2019

 

 

2018

 

Net loss

$

(13,316

)

 

$

(1,733

)

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

Foreign currency translation

 

(430

)

 

 

1,703

 

Net change in market value of investments

 

 

 

 

(115

)

Other comprehensive income (loss)

 

(430

)

 

 

1,588

 

Comprehensive loss

$

(13,746

)

 

$

(145

)

 

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

 

 

5


 

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

 

 

Three Months Ended

 

 

March 31,

 

 

2019

 

 

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

$

(13,316

)

 

$

(1,733

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

2,023

 

 

 

1,996

 

Amortization of intangible assets

 

6,210

 

 

 

186

 

Net losses from investments

 

36

 

 

 

25

 

Deferred income taxes

 

(10,529

)

 

 

93

 

Stock-based compensation

 

2,685

 

 

 

1,963

 

Amortization of deferred financing fees

 

230

 

 

 

 

Amortization of premium on investments

 

 

 

 

25

 

Foreign currency losses

 

330

 

 

 

387

 

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

Accounts receivable

 

19,239

 

 

 

7,921

 

Deferred commissions

 

(1,577

)

 

 

(122

)

Prepaid expenses and other current assets

 

(1,945

)

 

 

(5,454

)

Operating lease right-of-use asset

 

3,225

 

 

 

 

Accounts payable

 

902

 

 

 

133

 

Accrued expenses and other liabilities

 

(7,244

)

 

 

(14,890

)

Deferred revenue

 

29,108

 

 

 

17,275

 

Operating lease liabilities

 

(3,389

)

 

 

 

Net cash provided by operating activities

 

25,988

 

 

 

7,805

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

(238,943

)

 

 

 

Purchases of property and equipment

 

(2,772

)

 

 

(1,324

)

Purchases of marketable investments

 

 

 

 

(11,604

)

Proceeds from sales and maturities of marketable investments

 

 

 

 

11,500

 

Net cash used in investing activities

 

(241,715

)

 

 

(1,428

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from borrowings, net of costs

 

171,275

 

 

 

 

Payments on borrowings

 

(21,563

)

 

 

 

Payment of debt issuance costs

 

(857

)

 

 

 

Deferred acquisition payments

 

(766

)

 

 

 

Dividends paid on common stock

 

 

 

 

(3,611

)

Repurchases of common stock

 

 

 

 

(4,367

)

Proceeds from issuance of common stock under employee equity incentive plans

 

3,361

 

 

 

2,530

 

Taxes paid related to net share settlements of stock-based compensation awards

 

(89

)

 

 

(66

)

Net cash provided by (used in) financing activities

 

151,361

 

 

 

(5,514

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

438

 

 

 

1,420

 

Net change in cash, cash equivalents and restricted cash

 

(63,928

)

 

 

2,283

 

Cash, cash equivalents and restricted cash, beginning of period

 

140,296

 

 

 

79,790

 

Cash, cash equivalents and restricted cash, end of period

$

76,368

 

 

$

82,073

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

$

1,948

 

 

 

 

Cash paid for income taxes

$

849

 

 

$

669

 

 

Non-cash financing activities for the three months ended March 31, 2019 include $3.7 million of debt issuance costs deducted directly from the proceeds of borrowings by the lender. Refer to Note 3 – Debt for further information.

 

Refer to Note 1 – Interim Consolidated Financial Statements for lease right of use assets obtained in exchange for operating lease obligations during the three months ended March 31, 2019.

 

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

 

6


 

FORRESTER RESEARCH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 1 — Interim Consolidated Financial Statements

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. 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. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Forrester Research, Inc. (“Forrester”) Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the financial position, results of operations, comprehensive loss and cash flows as of the dates and for the periods presented have been included. The results of operations for the three months ended March 31, 2019 may not be indicative of the results for the year ending December 31, 2019, or any other period.

Fair Value Measurements

The carrying amounts reflected in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term maturities. The Company believes that the carrying amount of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest. See Note 5 – Fair Value Measurements, for the fair value of the Company’s assets and liabilities.

Presentation of Restricted Cash

The following table summarizes the end-of-period cash and cash equivalents from the Company's Consolidated Balance Sheets and the total cash, cash equivalents and restricted cash as presented in the accompanying Consolidated Statements of Cash Flows (in thousands).

 

 

March 31,

 

 

2019

 

 

2018

 

Cash and cash equivalents

$

75,012

 

 

$

82,073

 

Restricted cash classified in (1):

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

208

 

 

 

 

Other assets

 

1,148

 

 

 

 

Cash, cash equivalents and restricted cash shown in statement of cash flows

$

76,368

 

 

$

82,073

 

 

(1)

Restricted cash consists of collateral required primarily for letters of credit. The short-term or long-term classification is determined in accordance with the expiration of the underlying lease as the letters of credit are non-cancellable while the leases are in effect.

Adoption of New Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize the assets and liabilities from leases on the balance sheet and disclose qualitative and quantitative information about the lease arrangements. Lessor accounting is largely unchanged. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows for an additional adoption method and for lessors, provides a practical expedient for the separation of lease and non-lease components within a contract.

On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method in which prior periods are not adjusted. Under this method, the cumulative effect of applying the standard is recorded at the date of initial application. Adoption of the

 

7


 

standard did not result in the Company recording a cumulative effect adjustment. The standard resulted in the recognition of operating lease right-of-use assets of $53.3 million, operating lease liabilities of $60.8 million and the elimination of deferred rent of $7.5 million on the adoption date. In addition, the Company recorded $10.4 million of operating lease right-of-use assets and operating lease liabilities on January 3, 2019 as a result of the acquisition of SiriusDecisions (see to Note 2 – Acquisitions). Adoption of the standard did not have a material impact on the Company’s results of operations or cash flows.

The Company elected the package of practical expedients permitted under the new lease standard that allowed the carry forward of the historical lease classification for all leases that existed as of the adoption date. In addition, the Company elected to exempt short term leases from recognition of right of use assets and lease liabilities, and elected not to separate lease and non-lease components within its leases.

The Company determines whether an arrangement is a lease at inception. The Company accounts for a lease when it has the right to control the leased asset for a period of time while obtaining substantially all of the assets’ economic benefits. All of the Company’s leases are operating leases, the majority of which are for office space. Operating lease right-of-use (“ROU”) assets and non-current operating lease liabilities are included as individual line items on the Consolidated Balance Sheets while short term operating lease liabilities are recorded within accrued expenses and other current liabilities.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The discount rate used to determine the present value of the lease payments is the Company’s incremental borrowing rate based on the information available at lease inception, as an implicit rate is generally not readily determinable. An operating lease ROU asset includes all lease payments and excludes lease incentives and initial direct costs incurred. Some of the Company’s leases include options to extend or terminate the lease. When determining the lease term, these options are included in the measurement and recognition of the Company’s ROU assets and lease liabilities when it is reasonably certain that the Company will exercise the option. The Company considers several economic factors when making this determination, including but not limited to, the significance of leasehold improvements incurred in the office space, the difficulty in replacing the asset, underlying contractual obligations, or specific characteristics unique to a particular lease.

Lease expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments (which include initial direct costs and lease incentives). The expense is included in operating expenses in the Consolidated Statements of Operations.

The Company’s lease agreements generally contain lease and non-lease components. Non-lease components are fixed charges stated in an agreement and primarily include payments for parking at the leased office space. The Company accounts for the lease and fixed payments for non-lease components as a single lease component under Topic 842, which increases the amount of the ROU assets and lease liabilities.

Most of the Company’s lease agreements also contain variable payments, primarily maintenance-related costs, which are expensed as incurred and not included in the measurement of the ROU assets and lease liabilities.

Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and are not material.

The components of lease expense were as follows (in thousands):

 

 

Three Months Ended

 

 

March 31, 2019

 

Operating lease cost

$

3,569

 

Short-term lease cost

 

255

 

Variable lease cost

 

1,234

 

Total lease cost

$

5,058

 

 

Additional information related to leases is summarized in the following table (in thousands, except lease term and discount rate):

 

 

Three Months Ended

 

 

March 31, 2019

 

Cash paid for operating cash flows from operating leases

$

3,753

 

Operating right-of-use assets obtained in exchange for lease obligations

$

12,011

 

Weighted-average remaining lease term - operating leases (years)

 

7.0

 

Weighted-average discount rate - operating leases

 

5.1

%

 

8


 

 

Future minimum lease payments under non-cancellable leases as of March 31, 2019 are as follows (in thousands):

 

2019

$

9,590

 

2020

 

15,030

 

2021

 

12,692

 

2022

 

11,993

 

2023

 

11,988

 

Thereafter

 

35,041

 

Total lease payments

 

96,334

 

Less imputed interest

 

(16,087

)

Present value of lease liabilities

$

80,247

 

 

Lease balances as of March 31, 2019 are as follows (in thousands):

 

Operating lease right-of-use assets

$

71,529

 

 

 

 

 

Short term operating lease liability (1)

$

16,404

 

Non-current operating lease liabilities

 

63,843

 

Total operating lease liabilities

$

80,247

 

 

(1)

Included in accrued expenses and other current liabilities

The Company’s leases do not contain residual value guarantees, material restrictions or covenants.

 

Note 2 — Acquisitions

The Company accounts for business combinations in accordance with the acquisition method of accounting as prescribed by Accounting Standards Codification (“ASC”) 805, Business Combinations. The acquisition method of accounting requires the Company to record the assets and liabilities acquired based on their estimated fair values as of the acquisition date, with any excess of the consideration transferred over the estimated fair value of the net assets acquired, including identifiable intangible assets, to be recorded to goodwill.

FeedbackNow

On July 6, 2018, Forrester acquired 100% of the issued and outstanding shares of S.NOW SA, a Switzerland-based business that operates as FeedbackNow. FeedbackNow is a maker of physical buttons and monitoring software that companies deploy to measure, analyze, and improve customer experience. The acquisition is part of Forrester's plan to build a real-time CX cloud solution. FeedbackNow provides a high-volume input source for the real-time CX cloud solution. The Company paid $8.4 million on the closing date. An additional $1.5 million is payable during a two-year period from the closing date and is subject to typical indemnity provisions from the seller. The Company also paid additional purchase price based on the acquired working capital of $0.8 million during the three months ended March 31, 2019. In addition, the sellers may earn up to $4.2 million based on the financial performance of FeedbackNow during the two-year period following the closing date, with up to $1.7 million and $2.5 million payable during 2019 and 2020, respectively, if the financial targets are met. The range of undiscounted amounts that could be payable under this arrangement is zero to $4.2 million. The fair value of this contingent consideration arrangement as of the acquisition date was $3.4 million, which was recognized as purchase price.

There were no measurement period adjustments recorded during the three months ended March 31, 2019. The allocation of the purchase price for FeedbackNow is preliminary with respect to income taxes payable. The Company expects to obtain the remainder of the information to complete the allocation of purchase price during the second quarter of 2019.

 

9


 

SiriusDecisions, Inc.

On January 3, 2019, Forrester acquired 100% of the issued and outstanding shares of SiriusDecisions, Inc. (“SiriusDecisions”), a privately-held company based in Wilton, Connecticut with approximately 350 employees globally. Forrester believes that the combination of its expertise in strategy with SiriusDecisions’ focus on operational excellence will create additional market opportunities for the Company, including cross-selling services to the respective client bases, extending SiriusDecisions’ platform, methodologies, data, and best-practices tools into new roles, and accelerating international and industry growth. The acquisition of SiriusDecisions was determined to be an acquisition of a business under the provisions of ASC 805.

Pursuant to the terms of the merger agreement, the Company paid $247.3 million at closing, which is subject to adjustment, and included the purchase price of $245.0 million plus an estimate of cash acquired and reduced by an estimate of certain working capital items. Net cash paid, which accounts for cash acquired of $7.9 million and a subsequent $0.5 million reduction in cash paid for transaction-related expenses, was $238.9 million and is reflected as an investing activity in the Consolidated Statements of Cash Flows. The Company expects to determine the working capital adjustment during the second quarter of 2019. At the time of the merger, each vested SiriusDecisions stock option was converted into the right to receive the excess of the per share merger consideration over the exercise price of such stock option. All unvested SiriusDecisions stock options were cancelled without payment of any consideration.

The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed for the acquisition of SiriusDecisions (in thousands):

 

Assets:

 

 

 

 

Cash and cash equivalents

 

$

7,858

 

Accounts receivable

 

 

18,981

 

Prepaids and other current assets

 

 

3,786

 

Fixed assets

 

 

4,169

 

Goodwill (1)

 

 

157,808

 

Acquired intangible assets (2)

 

 

116,000

 

Other assets

 

 

265

 

Total assets

 

 

308,867

 

Liabilities:

 

 

 

 

Accounts payable and accrued liabilities

 

 

9,251

 

Deferred revenue

 

 

26,244

 

Deferred tax liability

 

 

24,460

 

Long-term deferred revenue

 

 

1,037

 

Other long-term liabilities

 

 

1,073

 

Total liabilities

 

 

62,065

 

Net assets acquired

 

$

246,802

 

 

(1)

Goodwill represents the expected revenue and cost synergies from combining SiriusDecisions with Forrester as well as the value of the acquired workforce.

(2)

All of the acquired intangible assets are finite-lived. The determination of the fair value of the finite-lived intangible assets required management judgment and the consideration of a number of factors. In determining the fair values, management primarily relied on income valuation methodologies, in particular discounted cash flow models. The use of discounted cash flow models required the use of estimates, including projected cash flows related to the particular asset; the useful lives of the particular assets; the selection of royalty and discount rates used in the models; and certain published industry benchmark data. In establishing the estimated useful lives of the acquired intangible assets, the Company relied primarily on the duration of the cash flows utilized in the valuation model. Of the $116.0 million assigned to acquired intangible assets, $14.0 million was assigned to the technology asset class with useful lives of 1 to 8 years (with a weighted average amortization period of 2.9 years), $13.0 million to backlog with a useful life of 2.0 years, $77.0 million to customer relationships with a useful life of 9.25 years, and $12.0 million to trade names with a useful life of 15.5 years. The weighted-average amortization period for the total acquired intangible assets is 8.3 years. Amortization of acquired intangible assets was $6.0 million for the three months ended March 31, 2019.

The allocation of the purchase price for SiriusDecisions is preliminary with respect to the valuation of acquired intangible assets, working capital and goodwill. The Company expects to obtain the remainder of the information to complete the allocation of purchase price by the end of 2019.

 

10


 

The Company’s financial statements include the operating results of SiriusDecisions beginning on January 3, 2019, the date of the acquisition. SiriusDecision’s operating results and the related goodwill are being reported as its own operating segment (refer to Note 11 – Operating Segments). The goodwill is not deductible for income tax purposes. The acquisition of SiriusDecisions added approximately $15.2 million of additional revenue and $24.9 million of direct expenses including intangible amortization for the three months ended March 31, 2019. Had the Company acquired SiriusDecisions in prior periods, the Company’s operating results would have been materially different, and as a result the following unaudited pro forma financial information is presented as if SiriusDecisions had been acquired by the Company on January 1, 2018 (in thousands, except per share amounts):

 

 

Three Months Ended

 

 

March 31,

 

 

2019

 

 

2018

 

Pro forma total revenue

$

104,488

 

 

$

93,371

 

Pro forma net loss

$

(9,090

)

 

$

(10,451

)

 

The pro forma results have been prepared in accordance with U.S. GAAP and include the following pro forma adjustments for the three months ended March 31, 2018: (1) an increase in interest expense and amortization of debt issuance costs related to the financing of the SiriusDecisions acquisition (refer to Note 3 – Debt for further information on the Company’s borrowings related to the acquisition); (2) a decrease in revenue as a result of the preliminary purchase price allocation for deferred revenue; (3) an adjustment for depreciation and amortization expenses as a result of the preliminary purchase price allocation for finite-lived intangible assets and property, and equipment; and (4) an increase in operating costs to recognize acquisition costs incurred upon the close of the acquisition.

For the three months ended March 31, 2019, goodwill increased by $157.4 million with $157.8 million of the increase attributable to the acquisition of SiriusDecisions and a $0.4 million decrease due to foreign currency fluctuations.

The Company recognized $1.7 million of acquisition costs in the three months ended March 31, 2019 related to the SiriusDecisions acquisition. The costs primarily consisted of investment banker fees and other professional services costs and are included in acquisition and integration costs within the Consolidated Statements of Operations.

 

Note 3 — Debt

In connection with the acquisition of SiriusDecisions, the Company entered into a $200.0 million Credit Agreement on January 3, 2019 (the “Closing Date”). The Credit Agreement provides for: (1) senior secured term loans in an aggregate principal amount of $125.0 million (the “Term Loans”) and (2) a senior secured revolving credit facility in an aggregate principal amount of $75.0 million (the “Revolving Credit Facility” and, together with the Term Loans, the “Facilities”). On the Closing Date, the full $125.0 million of the Term Loans and $50.0 million of the Revolving Credit Facility were used to finance a portion of the acquisition of SiriusDecisions and to pay certain fees, costs and expenses incurred in connection with the acquisition and the Facilities. The Facilities are scheduled to mature on January 3, 2024.

 

The Facilities permit the Company to borrow incremental term loans and/or increase commitments under the Revolving Credit Facility in an aggregate principal amount up to $50.0 million, subject to approval by the administrative agent and certain customary terms and conditions.

 

The Facilities can be repaid early, in part or in whole, at any time and from time to time, without premium or penalty, other than customary breakage reimbursement requirements for LIBOR-based loans. The Term Loans must be prepaid with net cash proceeds of (i) certain debt incurred or issued by Forrester and its restricted subsidiaries and (ii) certain asset sales and condemnation or casualty events, subject to certain reinvestment rights.

 

Amounts borrowed under the 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 alternate base rate plus a margin that is between 0.75% and 1.50% based on Forrester’s consolidated total leverage ratio. In addition, the Company 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. The commitment fee may decrease to 0.30% or 0.25% based on Forrester’s consolidated total leverage ratio.

 

11


 

 

The Term Loans require repayment of the outstanding principal balance in quarterly installments each year, commencing on March 31, 2019 with the balance repayable on the maturity date, subject to customary exceptions. The amount payable in each year as of March 31, 2019 is set forth in the table below (in thousands):

 

2019

$

4,688

 

2020

 

9,375

 

2021

 

12,500

 

2022

 

12,500

 

2023

 

15,625

 

Thereafter

 

68,750

 

Total principal payments

$

123,438

 

 

The Revolving Credit Facility does not require repayment prior to maturity, subject to customary exceptions. In addition to financing the acquisition, proceeds from the Revolving Credit Facility can also be used towards working capital and general corporate purposes. Up to $5.0 million of the Revolving Credit Facility is available for the issuance of letters of credit, and any drawings under the letters of credit must be reimbursed within one business day.

 

Forrester incurred $1.8 million in costs related to the Revolving Credit Facility which are recorded in other assets on the Consolidated Balance Sheets. These costs are being amortized as interest expense on a straight-line basis over the five-year term of the Revolving Credit Facility. Forrester incurred $2.8 million in costs related to the Term Loans, which are recorded as a reduction to the face value of long-term debt on the Consolidated Balance Sheets. These costs are being amortized as interest expense utilizing the effective interest rate method.

 

Outstanding Borrowings

The following table summarizes the Company’s total outstanding borrowings as of the dates indicated (in thousands):

 

Description:

March 31, 2019

 

December 31, 2018

 

Term loan facility (1)

$

123,438

 

$

 

Revolving credit facility (1) (2)

 

30,000

 

 

 

Principal amount outstanding (3)

 

153,438

 

 

 

Less: Deferred financing fees

 

(2,679

)

 

 

Net balance sheet carrying amount

$

150,759

 

$

 

 

(1)

The contractual annualized interest rate as of March 31, 2019 on the Term loan facility and the Revolving Credit Facility was 5.0%, which consisted of LIBOR of 2.5% plus a margin of 2.5%.

(2)

The Company had $45.0 million of available borrowing capacity on the revolver (not including the expansion feature) as of March 31, 2019.

(3)

The weighted average annual effective rates on the Company's total debt outstanding for the three months ended March 31, 2019, was 5.0%.

 

The Facilities contain certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio and minimum fixed charge coverage ratio. The negative covenants limit, subject to various exceptions, the Company’s ability to incur additional indebtedness, create liens on assets, merge, consolidate, liquidate or dissolve any part of the Company, sell assets, pay dividends or other payments in respect to capital stock, change fiscal year, or enter into certain transactions with affiliates and subsidiaries. The first covenant reporting period was March 31, 2019 and the Company was in full compliance. The Facilities also contain customary events of default, representations, and warranties.

 

All obligations under the Facilities are unconditionally guaranteed by each of the Company’s existing and future, direct and indirect material wholly-owned domestic subsidiaries, other than certain excluded subsidiaries, and are collateralized by a first priority lien on substantially all tangible and intangible assets including intellectual property and all of the capital stock of the Company and its subsidiaries (limited to 65% of the voting equity of certain subsidiaries).

 

 

12


 

Note 4 — Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows (in thousands):

 

 

 

 

 

 

 

Total

 

 

 

Cumulative

 

 

Accumulated

 

 

 

Translation

 

 

Other Comprehensive

 

 

 

Adjustment

 

 

Loss

 

Balance at January 1, 2019

 

$

(5,154

)

 

$

(5,154

)

Foreign currency translation

 

 

(430

)

 

 

(430

)

Balance at March 31, 2019

 

$

(5,584

)

 

$

(5,584

)

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Net Unrealized

 

 

Cumulative

 

 

Accumulated

 

 

 

Loss on Marketable

 

 

Translation

 

 

Other Comprehensive

 

 

 

Investments

 

 

Adjustment

 

 

Loss

 

Balance at January 1, 2018

 

$

(115

)

 

$

(1,897

)

 

$

(2,012

)

Reclassification of stranded tax effects from

   tax reform

 

 

(26

)

 

 

 

 

 

(26

)

Foreign currency translation

 

 

 

 

 

1,703

 

 

 

1,703

 

Unrealized loss on investments, net of tax of $(38)

 

 

(115

)

 

 

 

 

 

(115

)

Balance at March 31, 2018

 

$

(256

)

 

$

(194

)

 

$

(450

)

 

 

Note 5 — Fair Value Measurements

The Company measures certain financial assets at fair value on a recurring basis, including cash equivalents and available-for-sale securities. The fair values of these financial assets have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements.

Level 1 — Fair value based on quoted prices in active markets for identical assets or liabilities.

Level 2 — Fair value based on inputs other than Level 1 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Fair value based on unobservable inputs that are supported by little or no market activity and such inputs are significant to the fair value of the assets or liabilities.

During the three months ended March 31, 2019 and March 31, 2018, the Company did not transfer assets or liabilities between levels of the fair value hierarchy. The following table represents the Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):

 

 

 

As of March 31, 2019

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

7,177

 

 

$

 

 

$

 

 

$

7,177

 

Total Assets:

 

$

7,177

 

 

$

 

 

$

 

 

$

7,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent purchase price (2)

 

$

 

 

$

 

 

$

(4,059

)

 

$

(4,059

)

Total Liabilities:

 

$

 

 

$

 

 

$

(4,059

)

 

$

(4,059

)

 

13


 

 

 

 

As of December 31, 2018

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

255

 

 

$

 

 

$

 

 

$

255

 

Total Assets:

 

$

255

 

 

$

 

 

$

 

 

$

255

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent purchase price (2)

 

$

 

 

$

 

 

$

(4,196

)

 

$

(4,196

)

Total Liabilities:

 

$

 

 

$

 

 

$

(4,196

)

 

$

(4,196

)

 

(1)

Included in cash and cash equivalents.

(2)

$1.8 million is included in accrued expenses and other current liabilities, and $2.3 million and $2.4 million is included in non-current liabilities as of March 31, 2019 and December 31, 2018, respectively. 

Level 3 liabilities at March 31, 2019 consist entirely of the contingent purchase price related to the acquisition of FeedbackNow. Changes in the fair value of Level 3 contingent consideration for the three months ended March 31, 2019 were as follows (in thousands):

 

 

Contingent

 

 

Consideration

 

Balance at December 31, 2018

$

(4,196

)

Fair value adjustment of contingent purchase

   price (1)

 

88

 

Foreign exchange effect

 

49

 

Balance at March 31, 2019

$

(4,059

)

 

(1)

This amount was recognized as a reduction in acquisition and integration costs within the Consolidated Statements of Operations. As of March 31, 2019, the significant unobservable inputs used in the Monte Carlo simulation to fair value the contingent consideration included projected contract bookings, a discount rate of 17.8%, and revenue volatility of 24.4%. Increases or decreases in the inputs would result in a higher or lower fair value measurement.

Note 6 — Non-Marketable Investments

At March 31, 2019 and December 31, 2018, the carrying value of the Company’s non-marketable investments, which were composed of interests in technology-related private equity funds, was $2.4 million and $2.5 million, respectively, and is included in other assets in the Consolidated Balance Sheets.

The Company’s non-marketable investments at March 31, 2019 are being accounted for using the equity method as the investments are limited partnerships and the Company has an ownership interest in excess of 5% and, accordingly, the Company records its share of the investee’s operating results each period. Losses from non-marketable investments were immaterial during the three months ended March 31, 2019 and March 31, 2018. Losses are included in losses on investments, net in the Consolidated Statements of Operations. During the three months ended March 31, 2019 and March 31, 2018, no distributions were received from the funds.

 

Note 7 – Contract Assets and Liabilities

Accounts Receivable

Accounts receivable includes amounts billed and currently due from customers. Since the only condition for payment of our invoices is the passage of time, the Company records a receivable on the date the invoice is issued. Also included in accounts receivable are unbilled amounts resulting from revenue exceeding the amount billed to the customer, where the right to payment is unconditional. If the right to payment for services performed was conditional on something other than the passage of time, the unbilled amount would be recorded as a separate contract asset. There were no contract assets as of March 31, 2019 or 2018.

The majority of the Company’s contracts are non-cancellable. However, for contracts that are cancellable by the customer, the Company does not record a receivable when it issues an invoice. The Company records accounts receivable on these contracts only up to the amount of revenue earned but not yet collected.

 

14


 

In addition, since the majority of the Company’s contracts are for a duration of one year and payment is expected within one year from the transfer of products and services, the Company does not adjust its receivables or transaction price for the effects of a significant financing component.

Deferred Revenue

The Company refers to contract liabilities as deferred revenue on the Consolidated Balance Sheets. Payment terms in the Company’s customer contracts vary, but generally require payment in advance of fully satisfying the performance obligation(s). Deferred revenue consists of billings in excess of revenue recognized. Similar to accounts receivable, the Company does not record deferred revenue for invoices issued on a cancellable contract.

 

During the three months ended March 31, 2019, the Company recognized approximately $58.1 million of revenue related to its deferred revenue balance at January 1, 2019. During the three months ended March 31, 2018, the Company recognized approximately $58.0 million of revenue related to its deferred revenue balance at January 1, 2018. To determine revenue recognized in the current period from deferred revenue at the beginning of the period, the Company first allocates revenue to the individual deferred revenue balance outstanding at the beginning of the period, until the revenue equals that balance.

 

Approximately $357.9 million of revenue is expected to be recognized during the next 12 to 24 months from remaining performance obligations as of March 31, 2019.

Cost to Obtain Contracts

The Company capitalizes commissions paid to internal sales representatives and related fringe benefits costs that are incremental to obtaining customer contracts. These costs are included in deferred commissions on the Consolidated Balance Sheets. The Company accounts for these costs at a portfolio level as the Company’s contracts are similar in nature and the amortization model used closely matches the amortization expense that would be recognized on a contract-by-contract basis. Costs to obtain a contract are amortized to operations as the related revenue is recognized over the initial contract term. Amortization expense related to deferred commissions was $7.2 million and $7.1 million for the three months ended March 31, 2019 and March 31, 2018, respectively. The Company evaluates the recoverability of deferred commissions at each balance sheet date.

Note 8 — Income Taxes

Forrester provides for income taxes on an interim basis according to management’s estimate of the effective tax rate expected to be applicable for the full fiscal year. Certain items such as changes in tax rates, tax benefits or expense related to settlements of share-based payment awards, and foreign currency gains or losses are treated as discrete items and are recorded in the period in which they arise.

 

Income tax benefit for the three months ended March 31, 2019 was $0.2 million resulting in an effective tax rate of 1.7% for the period. The Company recorded a $0.6 million discrete tax expense during the three months ended March 31, 2019 due to the settlement of a U.S. Competent Authority claim during the period. The Company anticipates that its effective tax rate for the full year 2019 will be approximately 5% due to a projected pretax loss for the year. Income tax benefit for the three months ended March 31, 2018 was $0.7 million resulting in an effective tax rate of 28.7% for the period.

In July 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. The opinion invalidated part of a treasury regulation requiring stock-based compensation to be included in any qualified intercompany cost-sharing arrangement. The Company previously recorded a tax benefit based on the opinion in the case. Currently the U.S. Court of Appeals for the Ninth Circuit is reviewing the case and a final decision is yet to be issued. The Company will continue to monitor ongoing developments and potential impacts to its consolidated financial statements.

Note 9 — Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the basic weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the diluted weighted average number of common shares and common equivalent shares outstanding during the period. The weighted average number of common equivalent shares outstanding has been determined in accordance with the treasury-stock method. Common equivalent shares consist of common stock issuable on the exercise of outstanding stock options and the vesting of restricted stock units.

 

15


 

Basic and diluted weighted average common shares are as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Basic weighted average common shares outstanding

 

 

18,363

 

 

 

18,036

 

Weighted average common equivalent shares

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

18,363

 

 

 

18,036

 

Options and restricted stock units excluded from diluted weighted average share

   calculation as effect would have been anti-dilutive

 

 

703

 

 

 

1,059

 

 

 

Note 10 — Stockholders’ Equity

 

The components of stockholders’ equity are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Treasury Stock

 

 

Other

 

 

 

 

 

 

Number of

 

 

$0.01 Par

 

 

Paid-in

 

 

Retained

 

 

Number of

 

 

 

 

 

 

Comprehensive

 

 

Total

 

 

Shares

 

 

Value

 

 

Capital

 

 

Earnings

 

 

Shares

 

 

Cost

 

 

Income (Loss)

 

 

Equity

 

Balance at January 1, 2019

 

22,951

 

 

$

230

 

 

$

200,696

 

 

$

127,717

 

 

 

4,631

 

 

$

(171,889

)

 

$

(5,154

)

 

$

151,600

 

Issuance of common stock under

   stock plans

 

99

 

 

 

1

 

 

 

3,274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,275

 

Stock-based compensation expense

 

 

 

 

 

 

 

2,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,685

 

Net loss

 

 

 

 

 

 

 

 

 

 

(13,316

)

 

 

 

 

 

 

 

 

 

 

 

(13,316

)

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(430

)

 

 

(430

)

Balance at March 31, 2019

 

23,050

 

 

$

231

 

 

$

206,655

 

 

$

114,401

 

 

 

4,631

 

 

$

(171,889

)

 

$

(5,584

)

 

$

143,814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Treasury Stock

 

 

Other

 

 

 

 

 

 

Number of

 

 

$0.01 Par

 

 

Paid-in

 

 

Retained

 

 

Number of

 

 

 

 

 

 

Comprehensive

 

 

Total

 

 

Shares

 

 

Value

 

 

Capital

 

 

Earnings

 

 

Shares

 

 

Cost

 

 

Income (Loss)

 

 

Equity

 

Balance at January 1, 2018

 

22,432

 

 

$

224