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)
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Delaware
(State or other jurisdiction
of incorporation)
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000-21433
(Commission File Number)
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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
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 Forresters 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 intangibleswe 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 investmentswe 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 expensewe 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 Companys 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.
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FORRESTER RESEARCH, INC.
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By |
/s/ Michael A. Doyle
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Name: |
Michael A. Doyle |
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Title: |
Chief Financial Officer and Treasurer |
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Date: April 29, 2010
Exhibit Index
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Exhibit |
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Description |
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99.1 |
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Press Release dated April 29, 2010
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5 |
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-4-
exv99w1
Exhibit 99.1
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
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Total revenues were $59.2 million, compared with $56.4 million for the first quarter of
last year. |
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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. |
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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, Forresters 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):
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Total revenues of approximately $63.5 million to $66.5 million. |
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Operating margin of approximately 15.5% to 17.5%. |
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Other income of approximately $250,000. |
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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.
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Pro forma operating margin of approximately 18.5% to 20.5%. |
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Pro forma effective tax rate of 40%. |
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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):
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Total revenues of approximately $240 million to $248 million. |
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Operating margin of approximately 11% to 12%. |
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Other income of approximately $1.0 million. |
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An effective tax rate of 40%. |
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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.
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Pro forma operating margin of approximately 14.5% to 15.5%. |
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Pro forma effective tax rate of 40%. |
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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, Forresters
financial guidance for the second quarter of and full-year 2010. These statements are
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based on Forresters 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, Forresters 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 Forresters quarterly
operating results, any cost savings related to reductions in force and associated actions, risks
associated with Forresters ability to offer new products and services, and Forresters 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 Forresters
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:
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Michael Doyle
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Karyl Levinson |
Chief Financial Officer
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Vice President, Corporate Communications |
Forrester Research, Inc.
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Forrester Research, Inc. |
+1 617.613.6000
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+1 617.613.6262 |
mdoyle@forrester.com
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press@forrester.com |
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© 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)
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Three months ended |
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March 31, |
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2010 |
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2009 |
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Revenues: |
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Research services |
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$ |
39,416 |
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$ |
39,050 |
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Advisory services and other |
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19,764 |
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17,357 |
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Total revenues |
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59,180 |
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56,407 |
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Operating expenses: |
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Cost of services and fulfillment |
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21,127 |
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22,212 |
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Selling and marketing |
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20,405 |
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19,149 |
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General and administrative |
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8,087 |
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6,972 |
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Depreciation |
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918 |
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1,092 |
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Amortization of intangible assets |
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905 |
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656 |
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Reorganization costs |
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3,141 |
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Total operating expenses |
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51,442 |
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53,222 |
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Income from operations |
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7,738 |
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3,185 |
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Other income, net |
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1,075 |
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1,269 |
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Gains from investments, net |
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425 |
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Income before income taxes |
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9,238 |
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4,454 |
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Income tax provision |
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3,466 |
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1,823 |
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Net Income |
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$ |
5,772 |
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$ |
2,631 |
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Diluted income per share |
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$ |
0.25 |
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$ |
0.11 |
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Diluted weighted average shares outstanding |
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22,877 |
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23,106 |
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Basic income per share |
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$ |
0.26 |
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$ |
0.11 |
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Basic weighted average shares outstanding |
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22,389 |
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22,946 |
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Pro forma data (1): |
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Income from operations |
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$ |
7,738 |
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$ |
3,185 |
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Amortization of intangible assets |
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905 |
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656 |
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Reorganization costs |
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3,141 |
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Acquisition costs (credits) |
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(326 |
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Stock-based compensation included in the following
expense categories: |
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Cost of services and fulfillment |
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449 |
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1,149 |
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Selling and marketing |
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244 |
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365 |
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General and administrative |
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413 |
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678 |
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Pro forma income from
operations |
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9,423 |
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9,174 |
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Other income, net |
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1,075 |
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1,269 |
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Pro forma income before income taxes |
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10,498 |
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10,443 |
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Pro forma income tax provision |
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4,199 |
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4,177 |
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Pro forma net income |
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$ |
6,299 |
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$ |
6,266 |
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Pro forma diluted
income per share |
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$ |
0.28 |
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$ |
0.27 |
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Diluted weighted average shares outstanding |
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22,877 |
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23,106 |
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Forrester believes that pro forma financial results provide investors with consistent and
comparable information to aid in the understanding of Forresters 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)
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March 31, |
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December 31, |
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2010 |
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2009 |
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Balance sheet data: |
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Cash, cash equivalents
and marketable
investments |
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$ |
283,118 |
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$ |
259,792 |
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Accounts receivable, net |
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$ |
46,878 |
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$ |
67,436 |
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Deferred revenue |
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$ |
117,580 |
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$ |
117,888 |
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Three months ended |
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March 31, |
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2010 |
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2009 |
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Cash flow data: |
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Net cash provided
by operating
activities |
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$ |
23,128 |
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$ |
20,677 |
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Cash used for
acquisitions |
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$ |
(1,660 |
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$ |
(561 |
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Purchases of
property and
equipment |
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$ |
(1,402 |
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$ |
(2,602 |
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Repurchases of
common stock |
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$ |
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$ |
(4,899 |
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