e8vk
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 29, 2010
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  000-21433
(Commission File Number)
  04-2797789
(I.R.S. Employer
Identification Number)
400 Technology Square
Cambridge, Massachusetts 02139
(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))
 
 

 


 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
     The information contained in this current report on Form 8-K is furnished pursuant to Item 2.02 of Form 8-K “Results of Operations and Financial Condition”. This information and the exhibits hereto are 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 SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
     On April 29, 2010, Forrester Research, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2010.
     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.
     Gains and losses from investments—we have consistently excluded both gains and losses 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.
     Stock-based compensation expense—we exclude stock-based compensation from our pro forma results in order to keep quarter-over-quarter and year-over-year comparisons consistent.
     Reorganizations costs associated with the Company’s reduction in force announced in February 2009 are not included in our pro forma results in order to keep quarter-over-quarter and year-over-year comparisons consistent.
     Acquisition related costs and credits are not included in our pro forma results in order to more consistently present our ongoing results of operations.
     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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
     (d) Exhibits
99.1 Press Release dated April 29, 2010 with respect to financial results for the quarter ended March 31, 2010.

 


 

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: April 29, 2010

 


 

Exhibit Index
                 
Exhibit   Description   Page
  99.1    
Press Release dated April 29, 2010
    5  

-4-

exv99w1
Exhibit 99.1
     
(FORRESTER LOGO)
  FOR IMMEDIATE RELEASE
Forrester Research Reports First-Quarter Financial Results
Cambridge, Mass., April 29, 2010 . . . Forrester Research, Inc. (Nasdaq: FORR) today announced its first-quarter ended March 31, 2010 financial results.
First-Quarter Financial Performance
  Total revenues were $59.2 million, compared with $56.4 million for the first quarter of last year.
 
  On a GAAP-reported basis, Forrester reported net income of $5.8 million, or $0.25 per diluted share, compared with net income of $2.6 million, or $0.11 per diluted share, for the same period last year.
 
  On a pro forma basis, net income was $6.3 million, or $0.28 per diluted share, for the first quarter of 2010, which reflects a pro forma effective tax rate of 40 percent. Pro forma net income excludes stock-based compensation of $1.1 million, amortization of $0.9 million of acquisition-related intangible assets, $0.3 million of acquisition-related credits and net investment gains of $0.4 million. This compares with pro forma net income of $6.3 million, or $0.27 per diluted share, for the same period in 2009, which reflects a pro forma effective tax rate of 40 percent. Pro forma net income for the first quarter of 2009 excludes stock-based compensation of $2.2 million, amortization of $0.7 million of acquisition-related intangible assets and $3.1 million of reorganization costs.
A reconciliation of GAAP results to pro forma results may be found in the attached financial tables.
“On the heels of a good fourth quarter last year, we have followed with a strong first quarter this year,” said George F. Colony, Forrester’s chairman of the board and chief executive officer. “We finished in the upper end of our revenue guidance and surpassed our expectations for earnings and operating margin in the first quarter. Renewal rates have returned to pre-recession levels, deferred revenue is 8.5 percent higher than the same period one year ago, and we continue to expand our sales force to increase market penetration of our role-based products and services. We are off to a very good start in a year of economic recovery.”
Forrester is providing second-quarter 2010 financial guidance as follows:
Second-Quarter 2010 (GAAP):
  Total revenues of approximately $63.5 million to $66.5 million.
 
  Operating margin of approximately 15.5% to 17.5%.
 
  Other income of approximately $250,000.
 
  An effective tax rate of 40%.
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  Diluted earnings per share of approximately $0.26 to $0.31.
Second-Quarter 2010 (Pro Forma):
Pro forma financial guidance for the second quarter of 2010 excludes estimated stock-based compensation of $1.0 million to $1.2 million, estimated amortization of acquisition-related intangible assets of approximately $0.9 million, and any gains or losses related to marketable and non-marketable investments.
  Pro forma operating margin of approximately 18.5% to 20.5%.
 
  Pro forma effective tax rate of 40%.
 
  Pro forma diluted earnings per share of approximately $0.32 to $0.36.
Forrester is reiterating full-year 2010 guidance as follows:
Full-Year 2010 (GAAP):
  Total revenues of approximately $240 million to $248 million.
 
  Operating margin of approximately 11% to 12%.
 
  Other income of approximately $1.0 million.
 
  An effective tax rate of 40%.
 
  Diluted earnings per share of approximately $0.72 to $0.78.
Full-Year 2010 (Pro Forma):
Pro forma financial guidance for full-year 2010 excludes estimated stock-based compensation expense of $5.0 million to $6.0 million, estimated amortization of acquisition-related intangible assets of approximately $3.6 million, and any gains or losses related to marketable and non-marketable investments.
  Pro forma operating margin of approximately 14.5% to 15.5%.
 
  Pro forma effective tax rate of 40%.
 
  Pro forma diluted earnings per share of approximately $0.97 to $1.03.
About Forrester Research
Forrester Research (Nasdaq: FORR) is an independent research company that provides pragmatic and forward-thinking advice to global leaders in business and technology. Forrester works with professionals in 19 key roles at major companies providing proprietary research, customer insight, consulting, events, and peer-to-peer executive programs. For more than 26 years, Forrester has been making IT, marketing, and technology industry leaders successful every day. For more information, visit www.forrester.com.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, Forrester’s financial guidance for the second quarter of and full-year 2010. These statements are
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based on Forrester’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual future activities and results to differ include, among others, Forrester’s ability to respond to business and economic conditions, technology spending, market trends, competition, industry consolidation, the ability to attract and retain professional staff, possible variations in Forrester’s quarterly operating results, any cost savings related to reductions in force and associated actions, risks associated with Forrester’s ability to offer new products and services, and Forrester’s dependence on renewals of its membership-based research services and on key personnel. Forrester undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to Forrester’s reports and filings with the Securities and Exchange Commission.
The consolidated statements of income and the table of selected balance sheet and cash flow data are attached.
Contact:
     
Michael Doyle
  Karyl Levinson
Chief Financial Officer
  Vice President, Corporate Communications
Forrester Research, Inc.
  Forrester Research, Inc.
+1 617.613.6000
  +1 617.613.6262
mdoyle@forrester.com
  press@forrester.com
 
© 2010, Forrester Research, Inc. All rights reserved. Forrester is a trademark of Forrester Research, Inc.
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Forrester Research, Inc.
Consolidated Statements of Income

(Unaudited, In thousands, except per share data)
                 
    Three months ended  
    March 31,  
    2010     2009  
     
Revenues:
               
Research services
  $ 39,416     $ 39,050  
Advisory services and other
    19,764       17,357  
 
           
Total revenues
    59,180       56,407  
 
               
Operating expenses:
               
Cost of services and fulfillment
    21,127       22,212  
Selling and marketing
    20,405       19,149  
General and administrative
    8,087       6,972  
Depreciation
    918       1,092  
Amortization of intangible assets
    905       656  
Reorganization costs
          3,141  
 
           
Total operating expenses
    51,442       53,222  
Income from operations
    7,738       3,185  
Other income, net
    1,075       1,269  
Gains from investments, net
    425        
 
           
Income before income taxes
    9,238       4,454  
Income tax provision
    3,466       1,823  
 
           
Net Income
  $ 5,772     $ 2,631  
 
           
Diluted income per share
  $ 0.25     $ 0.11  
 
           
Diluted weighted average shares outstanding
    22,877       23,106  
 
           
Basic income per share
  $ 0.26     $ 0.11  
 
           
Basic weighted average shares outstanding
    22,389       22,946  
 
           
Pro forma data (1):
               
Income from operations
  $ 7,738     $ 3,185  
Amortization of intangible assets
    905       656  
Reorganization costs
          3,141  
Acquisition costs (credits)
    (326 )      
Stock-based compensation included in the following expense categories:
               
Cost of services and fulfillment
    449       1,149  
Selling and marketing
    244       365  
General and administrative
    413       678  
 
           
Pro forma income from operations
    9,423       9,174  
Other income, net
    1,075       1,269  
 
           
Pro forma income before income taxes
    10,498       10,443  
Pro forma income tax provision
    4,199       4,177  
 
           
Pro forma net income
  $ 6,299     $ 6,266  
 
           
Pro forma diluted income per share
  $ 0.28     $ 0.27  
 
           
Diluted weighted average shares outstanding
    22,877       23,106  
 
           
 
(1)   Forrester believes that pro forma financial results provide investors with consistent and comparable information to aid in the understanding of Forrester’s ongoing business. Our pro forma presentation excludes reorganization costs, amortization of intangible assets, stock-based compensation, net gains or losses from investments and costs or (credits) associated with acquisition activities, as well as their related tax effects. The pro forma data does not purport to be prepared in accordance with Accounting Principles Generally Accepted in the United States.

 


 

Forrester Research, Inc.
Consolidated Balance Sheet and Cash Flow Data
(Unaudited, In thousands)
                 
    March 31,     December 31,  
    2010     2009  
Balance sheet data:
               
Cash, cash equivalents and marketable investments
  $ 283,118     $ 259,792  
Accounts receivable, net
  $ 46,878     $ 67,436  
Deferred revenue
  $ 117,580     $ 117,888  
                 
    Three months ended  
    March 31,  
    2010     2009  
Cash flow data:
               
Net cash provided by operating activities
  $ 23,128     $ 20,677  
Cash used for acquisitions
  $ (1,660 )   $ (561 )
Purchases of property and equipment
  $ (1,402 )   $ (2,602 )
Repurchases of common stock
  $     $ (4,899 )