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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 25, 2009
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-21433 | 04-2797789 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
400 Technology Square
Cambridge, Massachusetts 02139
(Address of principal executive offices, including zip code)
(Address of principal executive offices, including zip code)
(617) 613-6000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changes since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Page 1 of 4
Exhibit Index appears on Page 4
Exhibit Index appears on Page 4
TABLE OF CONTENTS
Table of Contents
ITEM 7.01 REGULATION FD DISCLOSURE.
Incorporated by reference into this Current Report on Form 8-K is the briefing presentation
used by certain executive officers of the Registrant on March 25, 2009, attached hereto as Exhibit
99.1.
This information is being furnished and shall not be deemed to be “filed” for the purposes of
Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as
amended. The information contained in this report shall not be incorporated by reference into any
filing of Forrester Research, Inc. with the Securities and Exchange Commission, whether made before
or after the date hereof, regardless of any general incorporation language in any such filings.
Forrester believes that pro forma financial results provide investors with consistent and
comparable information to aid in the understanding of Forrester’s ongoing business. Forrester uses
pro forma financial information to manage its business, including use of pro forma financial
results as the basis for setting targets for various compensation programs. Our pro forma
presentation excludes the following, as well as their related tax effects:
Amortization of intangibles—we exclude the effect of the amortization of intangibles from
our pro forma results in order to more consistently present our ongoing results of
operations.
Impairments of and gains related to non-marketable securities and gains from sales of
marketable securities—we have consistently excluded both one-time gains and one-time
write-offs related to our investments in non-marketable securities and sales of marketable
securities from our pro forma results in order to keep quarter-over-quarter and
year-over-year comparisons consistent.
Non-cash stock-based compensation expense—we exclude the stock-based compensation impact of
SFAS 123R from our pro forma results in order to keep quarter-over-quarter and
year-over-year comparisons consistent.
Expenses related to the Company’s stock option investigation and the restatement of the
Company’s historical financial statements are also not included in our pro forma results in
order to keep quarter-over-quarter and year-over year comparisons consistent.
However, these measures should be considered in addition to, not as a substitute for, or
superior to, operating income or other measures of financial performance prepared in accordance
with generally accepted accounting principles as more fully discussed in our financial statements
and filings with the Securities and Exchange Commission.
Table of Contents
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Briefing presentation used by certain executive officers of the registrant on March
25, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORRESTER RESEARCH, INC. |
||||
| By | /s/ Michael A. Doyle | |||
| Name: | Michael A. Doyle | |||
| Title: | Chief Financial Officer and Treasurer | |||
Date: March 25, 2009
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Exhibit Index
| Exhibit | Description | Page | ||||
99.1
|
Briefing presentation used by certain executive officers of the registrant on March 25, 2009. | 5 | ||||
-4-
Exhibit 99.1
| Forrester Research, Inc. Charles Rutstein COO Michael Doyle CFO |
| Safe Harbor This presentation may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. These projections or statements are only predictions. Actual events or results may differ materially from those in the projections or other forward-looking statements. Please see the Company's Annual Report to shareholders and its filings with the SEC, including its recent filings on Forms 10-K and 10-Q, for a discussion of important risk factors that could cause actual events or results to differ materially from those in the projections or forward-looking statements. |
| Forrester summary Independent technology research company Founded in 1983, IPO 1996; secondary in 2000 23.6 million shares outstanding 1,048 employees in 26 global locations as of 12/31/08 Strong balance sheet $260 million in cash & securities as of 12/31/08 No debt 2,643 client companies, including 18% of the world's $1B+ companies |
| Agenda Investment highlights Products Growth and operational imperatives Acquisitions Financials |
| Investment Highlights Attractive business model Recurring revenue model Demonstrated track record of accelerating revenue growth, expanding margins Healthy cash flow Strong balance sheet with $11/share in cash Consolidating market Large, global, market opportunity: 25,000 companies Primarily organic growth story |
| Agenda Investment highlights Products Growth and operational imperatives Acquisitions Financials |
| Forrester goes to market by...roles |
| The advantages of roles Higher relevancy Differentiation from competitors Deeper client relationships Resulting in: Stronger renewal rates Higher new business win rates |
| Proprietary sources Products Products 4,500 vendor briefings per year 16,800 client inquiries per year 275,000 consumer surveys 14,000 large company surveys Research Boards Data Consulting Events |
| Research services: 64% of 2008 revenues Research: 40% of total revenue Boards: 19% of total revenue Data: 5% of total revenue |
| Research $29,000 per RoleView member seat 22,000 reports Daily conference calls Attend a Forrester event Unlimited analyst inquiry |
| Boards Launched in 2002 $36,000 per Forrester Leadership Board seat 15 boards 1,552 members at the end of Q4, 2008 |
| Data Surveying 70% of the world's GDP Second longest-running proprietary survey in the U.S. |
| Advisory Services & Other: 36% of 2008 Revenues Consulting: 31% of total revenue Events: 5% of total revenue |
| Consulting 50% are one- and two-day projects 50% are large, multi-week projects A "nobody on the beach" model |
| Events $1,995 per seat 300 to 1,500 attendees per event 14 events worldwide in 2009 |
| Agenda Investment highlights Products Growth and operational imperatives Acquisitions Financials |
| Forrester's addressable market 4 million executives $9 billion To date, we are less than 5% penetrated. |
| Three operational imperatives Completing the build-out of role-based ("R") Growing our sales platform Increasing the quotient of syndicated business ("Q"). |
| Agenda Investment highlights Products Growth and operational imperatives Acquisitions Financials |
| Acquisitions 4 acquisitions prior to 2008 - 3 very successful Largest was Giga in 2003 for $60 million Acquired Jupiter Research 7/31/08 for $23mm Look to fill a geographical, role, or product gap Economic downturn could create interesting buying opportunities Note: we are highly selective... |
| Agenda Investment highlights Products Growth and operational imperatives Acquisitions Financials |
| Financial Review 2008 continued positive financial trends of the past 6 years - -- Accelerating revenue growth, expanding margins 2009 will be challenging as a result of the significant global economic downturn: We expect 2009 performance to deviate from our historical performance levels We have taken actions to right-size our business while still positioning ourselves for continued growth beyond 2009 Our strong financial position will allow us to be opportunistic in this market We expect to return to our historical performance levels when the global economy rebounds |
| Revenue 17% '05 to '08 CAGR 14% '02 to '08 CAGR $96.9 $126.0 $138.5 $151.4 $181.5 $212.1 $240.9 $- $25.0 $50.0 $75.0 $100.0 $125.0 $150.0 $175.0 $200.0 $225.0 $250.0 2002 2003 2004 2005 2006 2007 2008 |
| Proforma Operating Income and Margin '02 to '08 CAGR 33% '05 to '08 CAGR 31% 19.0% 17.4% Proforma Op Margin 16.5% 13.4% 12.2% 11.1% 11.4% $11.0 $14.0 $16.9 $20.2 $29.7 $36.8 $45.6 $- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 $50.0 2002 2003 2004 2005 2006 2007 2008 |
| Cash flows from operations 2007 and 2008 includes investigation costs and restatement $5.6 $4.1 $18.0 $23.9 $45.8 $38.1 $43.6 $- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 $50.0 2002 2003 2004 2005 2006 2007 * 2008 * |
| FY 2008 Pro Forma Income Statement FY 2007 Actual FY 2008 Actual Growth Revenue 212.1 $ 240.9 $ 14% Expense 175.3 $ 195.2 $ 11% Operating income 36.8 $ 45.6 $ 24% Operating margin 17.4% 18.9% 9% Net income 27.6 $ 31.1 $ 13% WASO 23.7 23.6 - -1% EPS 1.16 $ 1.32 $ 14% |
| Select balance sheet items (in millions) 12/31/06 12/31/07 Cash and securities: $207.8 $249.0 $260.0* Accounts receivable: $ 59.7 $ 69.9 $ 64.2 Total assets: $384.1 $426.4 $454.9 Stockholders' equity: $244.9 $275.0 $303.5 Deferred revenue: $ 99.9 $111.4 $113.8 12/31/08 *39.6 million carried as long term investment |
| Key metrics 12/31/06 12/31/07 Agreement value: $172.8 $197.2 $222.5 Client company retention: 77% 75% 73% Dollar retention: 86% 85% 84% Client companies: 2,312 2,468 2,643 12/31/08 Roles Per Client: - - 3.1 |
| 2009 Outlook Revenues of $215-$235 Million Pro-Forma Operating Margin of 15 to 17 percent Pro-Forma Earnings per Share of $0.88 to $1.11 Operating cash flow between $20 to $30 million |
| Summary The global economic downturn will present short term challenges and interesting opportunities for Forrester in 2009 but... Clear long term growth path and strategy Attractive business model Roles enhance the model Business execution against role-based strategy continues to improve |