forr-10q_20200331.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, 2020

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)

 

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

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  

As of May 6, 2020, 18,760,000 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, 2020 and December 31, 2019

3

 

Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019

4

 

Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2020 and 2019

5

 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019

6

 

Notes to Consolidated Financial Statements

7

Item 2.

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

21

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

29

Item 4.

Controls and Procedures

29

 

 

 

PART II

OTHER INFORMATION

 

Item 1A.

Risk Factors

30

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

30

Item 6.

Exhibits

31

 

 

2


 

PART I.

ITEM 1. FINANCIAL STATEMENTS

FORRESTER RESEARCH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data, unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

69,815

 

 

$

67,904

 

Accounts receivable, net of allowance for expected credit losses of $1,144 and $628 as

   of March 31, 2020 and December 31, 2019, respectively

 

 

59,505

 

 

 

84,605

 

Deferred commissions

 

 

18,603

 

 

 

20,326

 

Prepaid expenses and other current assets

 

 

24,980

 

 

 

19,201

 

Total current assets

 

 

172,903

 

 

 

192,036

 

Property and equipment, net

 

 

28,748

 

 

 

29,937

 

Operating lease right-of-use assets

 

 

64,220

 

 

 

69,100

 

Goodwill

 

 

242,690

 

 

 

243,895

 

Intangible assets, net

 

 

92,655

 

 

 

97,363

 

Other assets

 

 

7,082

 

 

 

6,829

 

Total assets

 

$

608,298

 

 

$

639,160

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

352

 

 

$

505

 

Accrued expenses and other current liabilities

 

 

51,450

 

 

 

79,857

 

Current portion of long-term debt

 

 

10,156

 

 

 

9,375

 

Deferred revenue

 

 

195,399

 

 

 

179,194

 

Total current liabilities

 

 

257,357

 

 

 

268,931

 

Long-term debt, net of deferred financing fees

 

 

104,202

 

 

 

121,170

 

Non-current operating lease liabilities

 

 

63,840

 

 

 

67,062

 

Other non-current liabilities

 

 

24,727

 

 

 

23,909

 

Total liabilities

 

 

450,126

 

 

 

481,072

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Note 12):

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value

 

 

 

 

 

 

 

 

Authorized - 500 shares; issued and outstanding - none

 

 

 

 

 

 

Common stock, $0.01 par value

 

 

 

 

 

 

 

 

Authorized - 125,000 shares

 

 

 

 

 

 

 

 

Issued - 23,389 and 23,275 shares as of March 31, 2020 and

   December 31, 2019, respectively

 

 

 

 

 

 

 

 

Outstanding - 18,758 and 18,644 shares as of March 31, 2020 and

   December 31, 2019, respectively

 

 

234

 

 

 

233

 

Additional paid-in capital

 

 

220,308

 

 

 

216,454

 

Retained earnings

 

 

117,477

 

 

 

118,147

 

Treasury stock - 4,631 shares as of March 31, 2020 and December 31, 2019, at cost

 

 

(171,889

)

 

 

(171,889

)

Accumulated other comprehensive loss

 

 

(7,958

)

 

 

(4,857

)

Total stockholders’ equity

 

 

158,172

 

 

 

158,088

 

Total liabilities and stockholders’ equity

 

$

608,298

 

 

$

639,160

 

 

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,

 

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

Research services

 

$

72,796

 

 

$

68,609

 

Advisory services and events

 

 

33,549

 

 

 

32,040

 

Total revenues

 

 

106,345

 

 

 

100,649

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of services and fulfillment

 

 

43,353

 

 

 

45,110

 

Selling and marketing

 

 

40,273

 

 

 

42,033

 

General and administrative

 

 

12,005

 

 

 

13,190

 

Depreciation

 

 

2,406

 

 

 

2,023

 

Amortization of intangible assets

 

 

4,712

 

 

 

6,210

 

Acquisition and integration costs

 

 

2,875

 

 

 

2,967

 

Total operating expenses

 

 

105,624

 

 

 

111,533

 

Income (loss) from operations

 

 

721

 

 

 

(10,884

)

Interest expense

 

 

(1,538

)

 

 

(2,352

)

Other income (expense), net

 

 

310

 

 

 

(270

)

Gain (loss) on investments, net

 

 

13

 

 

 

(36

)

Loss before income taxes

 

 

(494

)

 

 

(13,542

)

Income tax expense (benefit)

 

 

19

 

 

 

(226

)

Net loss

 

$

(513

)

 

$

(13,316

)

Basic loss per common share

 

$

(0.03

)

 

$

(0.73

)

Diluted loss per common share

 

$

(0.03

)

 

$

(0.73

)

Basic weighted average common shares outstanding

 

 

18,705

 

 

 

18,363

 

Diluted weighted average common shares outstanding

 

 

18,705

 

 

 

18,363

 

 

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,

 

 

2020

 

 

2019

 

Net loss

$

(513

)

 

$

(13,316

)

 

 

 

 

 

 

 

 

Other comprehensive loss, net of taxes:

 

 

 

 

 

 

 

Foreign currency translation

 

(1,920

)

 

 

(430

)

Net change in market value of interest rate swap

 

(1,181

)

 

 

 

Other comprehensive loss

 

(3,101

)

 

 

(430

)

Comprehensive loss

$

(3,614

)

 

$

(13,746

)

 

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,

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

$

(513

)

 

$

(13,316

)

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

 

 

 

 

 

 

 

Depreciation

 

2,406

 

 

 

2,023

 

Impairment of property and equipment

 

626

 

 

 

 

Amortization of intangible assets

 

4,712

 

 

 

6,210

 

Net (gains) losses from investments

 

(13

)

 

 

36

 

Deferred income taxes

 

(251

)

 

 

(10,529

)

Stock-based compensation

 

2,802

 

 

 

2,685

 

Operating lease right-of-use asset amortization and impairments

 

4,535

 

 

 

3,225

 

Amortization of deferred financing fees

 

244

 

 

 

230

 

Foreign currency (gains) losses

 

(229

)

 

 

330

 

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

Accounts receivable

 

24,556

 

 

 

19,239

 

Deferred commissions

 

1,723

 

 

 

(1,577

)

Prepaid expenses and other current assets

 

(6,943

)

 

 

(1,945

)

Accounts payable

 

(143

)

 

 

902

 

Accrued expenses and other liabilities

 

(27,264

)

 

 

(7,244

)

Deferred revenue

 

18,574

 

 

 

29,108

 

Operating lease liabilities

 

(2,999

)

 

 

(3,389

)

Net cash provided by operating activities

 

21,823

 

 

 

25,988

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

 

 

(238,943

)

Purchases of property and equipment

 

(2,401

)

 

 

(2,772

)

Net cash used in investing activities

 

(2,401

)

 

 

(241,715

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from borrowings, net of costs

 

 

 

 

171,275

 

Payments on borrowings

 

(16,344

)

 

 

(21,563

)

Payment of debt issuance costs

 

 

 

 

(857

)

Deferred acquisition payments

 

 

 

 

(766

)

Proceeds from issuance of common stock under employee equity incentive plans

 

1,955

 

 

 

3,361

 

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

 

(902

)

 

 

(89

)

Net cash provided by (used in) financing activities

 

(15,291

)

 

 

151,361

 

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

 

(2,683

)

 

 

438

 

Net change in cash, cash equivalents and restricted cash

 

1,448

 

 

 

(63,928

)

Cash, cash equivalents and restricted cash, beginning of period

 

69,192

 

 

 

140,296

 

Cash, cash equivalents and restricted cash, end of period

$

70,640

 

 

$

76,368

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

$

1,286

 

 

$

1,948

 

Cash paid for income taxes

$

1,356

 

 

$

849

 

 

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 4 – Debt for further information.

 

 

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 generally accepted accounting principles 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 GAAP. 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, 2019. 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, 2020 may not be indicative of the results for the year ending December 31, 2020, or any other period.

 

Liquidity and Impact of COVID-19

The global spread of the novel coronavirus (COVID-19), which has been declared by the World Health Organization to be a “pandemic”, has spread to many countries and is impacting worldwide economic activity. Many governments have implemented policies intended to stop or slow the further spread of the disease, such as shelter-in-place orders, resulting in the temporary closure of non-essential businesses, and these measures may remain in place for a significant period of time. Due to COVID-19 materially impacting our business beginning only in the last month of the quarter, the impact on our business in the first quarter of 2020 is primarily limited to March customer contract bookings and the amount of consulting projects delivered. While the duration and severity of this pandemic is uncertain, the Company currently expects that its results of operations in the second quarter of 2020 will have the most significant impact of the effects of COVID-19, and that subsequent periods will also be negatively impacted. The Company typically generates a significant portion of its Events revenues in the second quarter of the year, including revenues from its two flagship events, the SiriusDecisions Summit and CX North America, both of which will be held as virtual events, resulting in a significant reduction in revenues and profits from these two events. In addition, the Company cancelled two smaller events originally scheduled for the second quarter of the year. The Company also expects a reduction in its subscription Research, Connect and Analytics revenues and a reduction in Consulting revenues during the second quarter due to reduced customer contract booking activity in March, which is expected to continue through at least the second quarter of 2020. The extent to which the COVID-19 pandemic ultimately impacts the Company’s business, financial condition, results of operations, cash flows, and liquidity may differ from the Company’s current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

The Company has implemented several cost-reduction measures that include reductions to travel, new hiring, and employee incentive compensation programs. The Company will continue to proactively respond to the situation and may take further actions that alter the Company’s business operations as may be required by governmental authorities, or that the Company determines are in the best interests of its employees and customers.

As of March 31, 2020, the Company is in compliance with its financial covenants under its Credit Agreement (refer to Note 4 – Debt). The Company currently forecasts that it will be in compliance with its financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the measures noted above. If the impact of COVID-19 is more severe than currently forecasted this may impact the Company’s ability to comply with its financial covenants which could have a material adverse effect on the Company.

The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to it and the unknown future impacts COVID-19 as of March 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the allowance for expected credit losses, the carrying value of our goodwill and other long-lived assets, valuation allowances for tax assets and revenue recognition. While there was not a material impact to the consolidated financial statements as of and for the quarter ended March 31, 2020 resulting from the Company’s assessments, the Company’s future assessment of its current expectations of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to its consolidated financial statements in future reporting periods.

 

7


 

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).

 

 

Three Months Ended March 31,

 

 

2020

 

 

2019

 

Cash and cash equivalents

$

69,815

 

 

$

75,012

 

Restricted cash classified in (1):

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

787

 

 

 

208

 

Other assets

 

38

 

 

 

1,148

 

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

$

70,640

 

 

$

76,368

 

 

(1)

Restricted cash consists primarily of collateral required 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 June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (“Topic 326”). The standard amends the existing financial instrument incurred loss impairment model by requiring entities to use a forward-looking approach based on expected losses and to consider a broader range of reasonable and supportable information to estimate credit losses on certain types of financial instruments, including trade receivables. On January 1, 2020, the Company adopted the standard using the modified retrospective method in which prior periods are not adjusted and recorded a cumulative effect adjustment of $0.2 million to decrease retained earnings. Expected losses are based, in part, on the Company’s historical loss rate experience as well as management’s expectations of future losses as informed by current economic conditions.

The allowance for expected credit losses on accounts receivable for the three months ended March 31, 2020 is summarized as follows (in thousands):

 

 

Total

Allowance

 

Balance at December 31, 2019

$

628

 

Cumulative effect adjustment of adopting Topic 326

 

218

 

Provision for expected credit losses

 

433

 

Net write-offs

 

(122

)

Translation adjustments

 

(13

)

Balance at March 31, 2020

$

1,144

 

 

The Company adopted the guidance in ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment on January 1, 2020. The new standard simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and requires that instead, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The adoption of this standard did not impact the Company’s financial position or results of operations.

The Company adopted the guidance in ASU No. 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement on January 1, 2020. The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including changes to fair value transfers and Level 3 fair value measurements. Changes required upon adoption of this standard are included in Note 8 – Fair Value Measurements and did not impact the Company’s financial position or results of operations.

The Company adopted the guidance in ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract on January 1, 2020. The new standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

 

8


 

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The new standard provides guidance to simplify the accounting for income taxes in certain areas, changes the accounting for select income tax transactions and makes other minor improvements. The new standard will be effective for the Company on January 1, 2021. The Company is currently evaluating the potential impact that this standard may have on its financial position and results of operations.

Note 2 — Acquisitions

Forrester accounts for business combinations in accordance with the acquisition method of accounting as prescribed by Accounts Standards Codification (“ASC”) Topic 805, Business Combinations (“Topic 805”). 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. The Company did not have any business combinations during the three months ended March 31, 2020.

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. SiriusDecisions equips business-to-business (B2B) sales, marketing, and product leaders with the actionable research, frameworks, tools, operational benchmarks and expert advice they need to maximize performance and drive alignment. The acquisition creates several opportunities for the Company, including cross-selling services to the Company’s 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 Topic 805.

Pursuant to the terms of the merger agreement, the Company paid $246.8 million at closing after certain transaction expense adjustments, which was subject to a working capital adjustment.

SiriusDecisions’ operating results and the related goodwill are reported within the Company’s Products and Research segments, as realigned on January 1, 2020 and further discussed in Note 14 – Operating Segments. During the year ended December 31, 2019, the Company finalized the purchase price allocation and related accounting for the acquisition.

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 — Goodwill and Other Intangible Assets

Goodwill

 

The change in the carrying amount of goodwill for the three months ended March 31, 2020 is summarized as follows (in thousands):

 

 

Total

 

Balance at December 31, 2019

$

243,895

 

Translation adjustments

 

(1,205

)

Balance at March 31, 2020

$

242,690

 

 

The Company assesses goodwill for impairment annually on November 30, or on an interim basis if an event indicates a specific impairment may exist. As a result of the Company’s segment realignment on January 1, 2020 (refer to Note 14 -Operating Segments for additional information), the Company performed a qualitative assessment of goodwill for all reporting units immediately prior to and after the reporting unit change, which was based on the quantitative assessment performed as of November 30, 2019 and activity in December 2019. The Company concluded that no impairment existed and goodwill was reassigned based on the relative fair values of the product lines transferred to each reporting unit. Approximately $12 million of goodwill is allocated to the Company’s Product reporting unit, which has a negative carrying value as of March 31, 2020.

As of March 31, 2020, the Company had no accumulated goodwill impairment losses.

 

9


 

Finite-Lived Intangible Assets

The carrying values of finite-lived intangible assets are as follows (in thousands):

 

 

March 31, 2020

 

 

Gross

 

 

 

 

 

 

Net

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Amount

 

 

Amortization

 

 

Amount

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

109,608

 

 

$

42,100

 

 

$

67,508

 

Technology

 

16,676

 

 

 

7,796

 

 

 

8,880

 

Backlog

 

13,000

 

 

 

8,125

 

 

 

4,875

 

Trademarks

 

12,453

 

 

 

1,061

 

 

 

11,392

 

Total

$

151,737

 

 

$

59,082

 

 

$

92,655

 

 

 

December 31, 2019

 

 

Gross

 

 

 

 

 

 

Net

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Amount

 

 

Amortization

 

 

Amount

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

109,825

 

 

$

40,169

 

 

$

69,656

 

Technology

 

16,661

 

 

 

7,051

 

 

 

9,610

 

Backlog

 

13,000

 

 

 

6,500

 

 

 

6,500

 

Trademarks

 

12,451

 

 

 

854

 

 

 

11,597

 

Total

$

151,937

 

 

$

54,574

 

 

$

97,363

 

 

Estimated intangible asset amortization expense for each of the five succeeding years is as follows (in thousands):

 

2020 (remainder)

$

14,133

 

2021

 

12,344

 

2022

 

11,005

 

2023

 

10,830

 

2024

 

9,721

 

Thereafter

 

34,622

 

Total

$

92,655

 

 

Note 4 — Debt

In connection with the acquisition of SiriusDecisions, on January 3, 2019 (the “Closing Date”) the Company entered into a $200.0 million credit agreement (the “Credit Agreement”). 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”). 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 Credit Agreement. The Credit Agreement is scheduled to mature on January 3, 2024.

The Credit Agreement permits 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 Term Loans and Revolving Credit Facility 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 London Interbank Offering Rate (“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.

 

10


 

Amounts borrowed under the Credit Agreement 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 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 pays a commitment fee that is between 0.25% and 0.35% per annum, based on Forrester’s consolidated total leverage ratio, on the average daily unused portion of the Revolving Credit Facility, payable quarterly, in arrears.

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, 2020 is set forth in the table below (in thousands):

 

2020 (remainder)

$

7,031

 

2021

 

12,500

 

2022

 

12,500

 

2023

 

15,625

 

2024

 

68,750

 

Total remaining principal payments

$

116,406

 

 

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. As of March 31, 2020, $0.9 million in letters of credit were issued under the Revolving Credit Facility.

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 the Consolidated Statements of Operations 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 on the Consolidated Statements of Operations 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, 2020

 

 

December 31, 2019

 

Term loan facility (1)

 

$

116,406

 

 

$

118,750

 

Revolving credit facility (2)

 

 

 

 

 

14,000

 

Principal amount outstanding (3)

 

 

116,406

 

 

 

132,750

 

Less: Deferred financing fees

 

 

(2,048

)

 

 

(2,205

)

Net carrying amount

 

$

114,358

 

 

$

130,545

 

 

(1)

The contractual annualized interest rate as of March 31, 2020 on the Term loan facility was 3.00%, which consisted of LIBOR of 1.00% plus a margin of 2.00%. However, the Company has an interest rate swap that effectively converts the floating LIBOR base rates on a portion of the amounts outstanding to a fixed base rate. Refer to Note 7 – Derivatives and Hedging for further information on the swap.

(2)

The Company had $75.0 million of available borrowing capacity on the revolver (not including the expansion feature) as of March 31, 2020.

(3)

The weighted average annual effective rate on the Company's total debt outstanding for the three months ended March 31, 2020, was 3.88%.

The Credit Agreement contains certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio and minimum fixed charge coverage ratio. The maximum leverage ratio is based on total debt outstanding at the measurement date divided by EBITDA (as defined in the Credit Agreement) and the fixed charge coverage ratio is based upon EBITDA, as defined, less capital expenditures, as a ratio to certain fixed charges, including Term Loan amortization, cash interest expense and cash taxes. 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 Credit Agreement also contains customary events of default, representations, and warranties.

 

11


 

As of March 31, 2020, the Company is in compliance with its financial covenants under the Credit Agreement. The Company currently forecasts that it will be in compliance with its financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the cost-reduction measures implemented during the first quarter of the year. If the impact of COVID-19 is more severe than currently forecasted this may impact the Company’s ability to comply with its financial covenants, and it is not certain that the Company would be able to renegotiate the terms of the Credit Agreement in order to provide relief related to the financial covenants. If the Company were unable to meet its financial covenants and then were unable to renegotiate the terms of its financial covenants, all debt outstanding under the Credit Agreement could become immediately due and payable

All obligations under the Credit Agreement 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).

Note 5 — Leases

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. Leases with an initial term of twelve 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

 

 

Three Months Ended

 

 

March 31, 2020

 

 

March 31, 2019

 

Operating lease cost

$

3,991

 

 

$

3,569

 

Short-term lease cost

 

81

 

 

 

255

 

Variable lease cost

 

1,356

 

 

 

1,234

 

Sublease income

 

(61

)

 

 

 

Total lease cost

$

5,367

 

 

$

5,058

 

 

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

 

 

Three Months Ended

 

 

Three Months Ended

 

 

March 31, 2020

 

 

March 31, 2019

 

Cash paid for amounts included in the measurement of operating

   lease liabilities

$

2,999

 

 

$

3,753

 

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

   obligations

$

1,466

 

 

$

12,011

 

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

 

6.3

 

 

 

7.0

 

Weighted-average discount rate - operating leases

 

5.1

%

 

 

5.1

%

 

Future minimum lease payments under non-cancellable leases as of March 31, 2020 are as follows (in thousands):

 

2020 (remainder)

$

11,828

 

2021

 

14,022

 

2022

 

13,505

 

2023

 

12,974

 

2024

 

12,619

 

Thereafter

 

23,902

 

Total lease payments

 

88,850

 

Less imputed interest

 

(12,945

)

Present value of lease liabilities

$

75,905

 

 

 

12


 

Lease balances as of March 31, 2020 are as follows (in thousands):

 

Operating lease right-of-use assets

$

64,220

 

 

 

 

 

Short-term operating lease liabilities (1)

$

12,065

 

Non-current operating lease liabilities

 

63,840

 

Total operating lease liabilities

$

75,905

 

 

(1)

Included in accrued expenses and other current liabilities on the Consolidated Balance Sheets.

The Company’s leases do not contain residual value guarantees, material restrictions or covenants, and all sublease transactions are not material. The Company incurred $1.4 million of ROU asset impairments during the three months ended March 31, 2020 related to facility leases from the SiriusDecisions, Inc. acquisition and are recorded in acquisition and integration costs in the Consolidated Statements of Operations.

During the three months ended March 31, 2020, the Company entered into several operating leases for office space which do not commence until later in 2020. These operating leases, which aggregated $17.2 million of undiscounted lease payments, have lease terms of up to ten years. Additionally, the Company could receive a variable incentive payment from its landlord to terminate one of its office space leases early. The range of possible incentive payments is zero to $3.5 million, would be received in late 2020 or the first half of 2021, and is dependent on the Company’s ability to exit the existing facility by the proposed early termination dates.

Note 6 – 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, 2020 or 2019.

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.

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.

 

The Company recognized revenue of $69.9 and $58.1 million during the three months ended March 31, 2020 and 2019, respectively, related to its deferred revenue balance at the beginning of each such period. To determine revenue recognized in each such 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 $343.6 million of revenue is expected to be recognized during the next 12 to 24 months from remaining performance obligations as of March 31, 2020.

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 $8.1 million and $7.2 million for the three months ended March 31, 2020 and 2019, respectively. The Company evaluates the recoverability of deferred commissions at each balance sheet date.

 

13


 

Note 7 Derivatives and Hedging

During 2019, the Company entered into an interest rate swap contract to mitigate the cash flow risk associated with changes in interest rates on its variable rate debt (see Note 4 – Debt). The Company accounts for its outstanding interest rate swap contract in accordance with FASB ASC Topic 815 – Derivatives and Hedging (“Topic 815”), which requires all derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value.

At March 31, 2020, the Company had a single interest rate swap contract that matures in 2022, with an initial notional amount of $95.0 million. The notional amount at March 31, 2020 was $89.1 million. The Company pays a base fixed rate of 1.65275% and in return receives the greater of (1) 1-month LIBOR, rounded up to the nearest 1/16 of a percent, or (2) 0.00%. The fair value of the swap on March 31, 2020 was a liability of $1.8 million (see Note 8 – Fair Value Measurements for information on determining the fair value). The liability is included in other non-current liabilities in the Consolidated Balance Sheets.

The swap has been designated and accounted for as a cash flow hedge of the forecasted interest payments on the Company’s debt. As long as the swap continues to be a highly effective hedge of the designated interest rate risk, changes in the fair value of the swap are recorded in accumulated other comprehensive loss, a component of equity. Any ineffective portion of a change in the fair value of a hedge is recorded in earnings.

As required under Topic 815, the swap’s effectiveness is assessed on a quarterly basis. Since its inception, and through March 31, 2020, the interest rate swap was considered highly effective. Accordingly, the $1.3 million net accumulated loss as of March 31, 2020 continues to be deferred and recorded, net of taxes, in other comprehensive loss. The Company expects $0.7 million of this loss, net of taxes, to be reclassified into earnings within the next 12 months.

The Company’s derivative counterparty is an investment grade financial institution. The Company does not have any collateral arrangements with its derivative counterparty and the derivative contract does not contain credit risk related contingent features.

The Company did not have any derivatives as of, or during, the three months ended March 31, 2019.

Note 8 — Fair Value Measurements

The carrying amounts reflected in the Consolidated Balance Sheets for cash, accounts receivable, accounts payable, and accrued expenses (excluding the contingent consideration discussed below) approximate fair value due to their short-term maturities. The Company’s financial instruments also include its outstanding variable-rate borrowings (refer to Note 4 – Debt). 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.

Additionally, the Company measures certain financial assets at fair value on a recurring basis including cash equivalents, contingent purchase price related to acquisitions, and its interest rate swap. 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.

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, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

2,811

 

 

$

 

 

$

 

 

$

2,811

 

Total Assets:

 

$

2,811

 

 

$

 

 

$

 

 

$

2,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent purchase price (2)

 

$

 

 

$

 

 

$

(2,524

)

 

$

(2,524

)

Interest rate swap (3)

 

 

 

 

$

(1,787

)

 

 

 

 

 

(1,787

)

Total Liabilities:

 

$

 

 

$

(1,787

)

 

$

(2,524

)

 

$

(4,311

)

 

14


 

 

 

 

As of December 31, 2019

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

2,354

 

 

$

 

 

$

 

 

$

2,354

 

Total Assets:

 

$

2,354

 

 

$

 

 

$

 

 

$

2,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent purchase price (2)

 

$

 

 

$

 

 

$

(2,511

)

 

$

(2,511

)

Interest rate swap (3)

 

 

 

 

$

(144

)

 

 

 

 

 

(144

)

Total Liabilities:

 

$

 

 

$

(144

)

 

$

(2,511

)

 

$

(2,655

)

 

(1)

Included in cash and cash equivalents on the Consolidated Balance Sheets.

(2)

The acquisition of FeedbackNow on July 6, 2018 included a contingent consideration arrangement that required up to $4.2 million of consideration to be paid to the sellers based on the financial performance of FeedbackNow during the two-year period subsequent to the closing date. The fair value of the remaining contingent consideration to be paid to the sellers is $2.5 million at both March 31, 2020 and December 31, 2019, and is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets.

(3)

The Company has an interest rate swap contract that hedges the risk of variability from interest payments on its borrowings (see Note 4 – Debt and Note 7 – Derivatives and Hedging). The fair value of the interest rate swap is based on mark-to-market valuations prepared by a third-party broker. Those valuations are based on observable interest rates and other observable market data, which the Company considers Level 2 inputs.

During the three months ended March 31, 2020 and 2019, the Company did not transfer assets or liabilities between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 or Level 3 liabilities.

Level 3 liabilities at March 31, 2020 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, 2020 were as follows (in thousands):

 

 

Contingent

 

 

Consideration

 

Balance at December 31, 2019

$

(2,511

)

Fair value adjustment of contingent purchase price (1)

 

(11

)

Payment of contingent purchase price

 

 

Foreign exchange effect

 

(2

)

Balance at March 31, 2020

$

(2,524

)

 

(1)

This amount was recognized as acquisition and integration costs within the Consolidated Statements of Operations. As of March 31, 2020, the remaining range of undiscounted amounts that could be payable under this arrangement is zero to $2.5 million. The significant unobservable inputs used in the Monte Carlo simulation to fair value the contingent consideration included projected contract bookings, a discount rate of 17.3%, and revenue volatility of 26.6%. Increases or decreases in the inputs would result in a higher or lower fair value measurement.

Note 9 — 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 expense for the three months ended March 31, 2020 was $19 thousand resulting in an effective tax rate of negative 3.8% for the period. 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 anticipates that its effective tax rate for the full year 2020 will be approximately 10% to 15%.

On March 27, 2020, Congress enacted the Coronavirus Aid, Relief and Economic Security ("CARES") Act to provide certain relief as a result of the COVID-19 outbreak. The Company is currently evaluating the potential impact that the provisions in the CARES may have on its financial position and results of operations.

 

15


 

Note 10 — Accumulated Other Comprehensive Loss

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

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Net Unrealized Gain

 

 

Cumulative

 

 

Accumulated

 

 

 

(Loss) on Interest

 

 

Translation

 

 

Other Comprehensive

 

 

 

Rate Swap

 

 

Adjustment

 

 

Loss

 

Balance at December 31, 2019

 

$

(104

)

 

$

(4,753

)

 

$

(4,857

)

Foreign currency translation

 

 

 

 

 

(1,920

)

 

 

(1,920

)

Unrealized loss on interest rate swap, net of tax of $462

 

 

(1,181

)

 

 

 

 

 

(1,181

)

Balance at March 31, 2020

 

$

(1,285

)

 

$

(6,673

)

 

$

(7,958

)

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

Cumulative

 

 

Accumulated

 

 

 

 

 

Translation

 

 

Other Comprehensive

 

 

 

 

 

Adjustment

 

 

Loss

 

Balance at December 31, 2018

 

 

 

$

(5,154

)

 

$

(5,154

)

Foreign currency translation

 

 

 

 

(430

)

 

 

(430

)

Balance at March 31, 2019

 

 

 

$

(5,584

)

 

$

(5,584

)

 

Note 11 — 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.

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

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2020

 

 

2019

 

 

Basic weighted average common shares outstanding

 

 

18,705

 

 

 

18,363

 

 

Weighted average common equivalent shares

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

18,705

 

 

 

18,363

 

 

Options and restricted stock units excluded from diluted

   weighted average share calculation as effect would have

   been anti-dilutive

 

 

980

 

 

 

703

 

 

 

 

16


 

Note 12 — Stockholders’ Equity

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

 

 

Three Months Ended March 31, 2020

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Treasury Stock

 

 

Accumulated

 

 

 

 

 

 

Number

of

Shares

 

 

$0.01

Par

Value

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

 

 

Number

of

Shares

 

 

Cost

 

 

Other

Comprehensive

Income (Loss)

 

 

Total

Equity

 

Balance at December 31, 2019

 

23,275

 

 

$

233

 

 

$

216,454

 

 

$

118,147

 

 

 

4,631

 

 

$

(171,889

)

 

$

(4,857

)

 

$

158,088

 

Issuance of common stock under

   stock plans, net

 

114

 

 

 

1

 

 

 

1,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,053

 

Stock-based compensation expense

 

 

 

 

 

 

 

2,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,802

 

Cumulative effect adjustment due

   to adoption of new accounting

   pronouncement, net of tax of $61