FORM 10-Q
(MARK ONE)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
COMMISSION FILE NUMBER: 000-21433
FORRESTER RESEARCH, INC.
| DELAWARE (State or other jurisdiction of incorporation or organization) |
04-2797789 (I.R.S. Employer Identification Number) |
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| 400 TECHNOLOGY SQUARE CAMBRIDGE, MASSACHUSETTS (Address of principal executive offices) |
02139 (Zip Code) |
Registrants telephone number, including area code: (617) 613 - 6000
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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes þ No o
As of May 5, 2005, 21,375,360 shares of the registrants common stock were outstanding.
FORRESTER RESEARCH, INC.
INDEX TO FORM 10-Q
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FORRESTER RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
| MARCH 31, | DECEMBER 31, | |||||||
| 2005 | 2004 | |||||||
| (UNAUDITED) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 43,890 | $ | 37,328 | ||||
Marketable securities |
87,808 | 90,112 | ||||||
Accounts receivable, net |
28,718 | 39,210 | ||||||
Deferred commissions |
6,670 | 6,834 | ||||||
Prepaid expenses and other current assets |
6,226 | 5,509 | ||||||
Total current assets |
173,312 | 178,993 | ||||||
Long-term assets: |
||||||||
Property and equipment, net |
7,102 | 6,410 | ||||||
Goodwill |
53,182 | 52,875 | ||||||
Deferred income taxes |
43,176 | 42,860 | ||||||
Non-marketable investments |
13,309 | 13,430 | ||||||
Intangible assets, net |
6,002 | 6,992 | ||||||
Other assets |
1,174 | 1,312 | ||||||
Total long-term assets |
123,945 | 123,879 | ||||||
Total assets |
$ | 297,257 | $ | 302,872 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
||||||||
Accounts payable |
$ | 2,254 | $ | 3,741 | ||||
Accrued expenses |
24,758 | 26,928 | ||||||
Deferred revenue |
73,036 | 72,357 | ||||||
Total current liabilities |
100,048 | 103,026 | ||||||
Stockholders equity: |
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Preferred stock, $.01 par value |
||||||||
Authorized 500 shares |
||||||||
Issued and outstandingnone |
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Common stock, $.01 par value |
||||||||
Authorized 125,000 shares |
||||||||
Issued 24,745 and 24,729 shares as of
March 31, 2005 and December 31,
2004, respectively |
||||||||
Outstanding 21,391 and 21,684 shares as of
March 31, 2005 and December 31, 2004,
respectively |
247 | 247 | ||||||
Additional paid-in capital |
180,553 | 180,310 | ||||||
Retained earnings |
73,816 | 71,077 | ||||||
Treasury stock, at cost 3,354 and 3,045 shares
as of March 31, 2005 and December
31, 2004, respectively |
(54,845 | ) | (50,056 | ) | ||||
Accumulated other comprehensive loss |
(2,562 | ) | (1,732 | ) | ||||
Total stockholders equity |
197,209 | 199,846 | ||||||
Total liabilities and stockholders equity |
$ | 297,257 | $ | 302,872 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF INCOME
| THREE MONTHS ENDED | ||||||||
| MARCH 31, | ||||||||
| 2005 | 2004 | |||||||
| (UNAUDITED) | ||||||||
Revenues: |
||||||||
Research services |
$ | 23,369 | $ | 22,989 | ||||
Advisory services and other |
10,413 | 8,740 | ||||||
Total revenues |
33,782 | 31,729 | ||||||
Operating expenses: |
||||||||
Cost of services and fulfillment |
13,777 | 13,139 | ||||||
Selling and marketing |
11,902 | 11,060 | ||||||
General and administrative |
4,034 | 3,411 | ||||||
Depreciation |
874 | 1,031 | ||||||
Amortization of intangible assets |
1,123 | 2,344 | ||||||
Reorganization costs |
| 1,957 | ||||||
Total operating expenses |
31,710 | 32,942 | ||||||
Income (loss) from operations |
2,072 | (1,213 | ) | |||||
Other income: |
||||||||
Other income, net |
750 | 826 | ||||||
Realized gains on sales of securities |
1,668 | | ||||||
Income (loss) before income tax provision (benefit) |
4,490 | (387 | ) | |||||
Income tax provision (benefit) |
1,751 | (130 | ) | |||||
Net income (loss) |
$ | 2,739 | $ | (257 | ) | |||
Basic net income (loss) per common share |
$ | 0.13 | $ | (0.01 | ) | |||
Diluted net income (loss) per common share |
$ | 0.13 | $ | (0.01 | ) | |||
Basic weighted average common shares outstanding |
21,611 | 22,255 | ||||||
Diluted weighted average common shares outstanding |
21,840 | 22,255 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| THREE MONTHS ENDED | ||||||||
| MARCH 31, | ||||||||
| 2005 | 2004 | |||||||
| (UNAUDITED) | ||||||||
Cash flows from operating activities: |
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Net income (loss) |
$ | 2,739 | $ | (257 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities
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Depreciation |
874 | 1,031 | ||||||
Amortization of intangible assets |
1,123 | 2,344 | ||||||
Tax benefit from exercises of employee stock options |
28 | 90 | ||||||
Deferred income taxes |
574 | (1 | ) | |||||
Realized gains on sales of securities |
(1,668 | ) | | |||||
Amortization of premium on marketable securities |
297 | 173 | ||||||
Changes in assets and liabilities
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Accounts receivable |
10,037 | 15,586 | ||||||
Deferred commissions |
164 | 200 | ||||||
Prepaid expenses and other current assets |
(915 | ) | (872 | ) | ||||
Accounts payable |
(1,551 | ) | (658 | ) | ||||
Accrued expenses |
(1,783 | ) | (5,862 | ) | ||||
Deferred revenue |
1,480 | (2,295 | ) | |||||
Net cash provided by operating activities |
11,399 | 9,479 | ||||||
Cash flows from investing activities: |
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Purchases of property and equipment |
(1,590 | ) | (530 | ) | ||||
Purchases of non-marketable investments |
| (963 | ) | |||||
Decrease in other assets |
230 | 269 | ||||||
Purchases of marketable securities |
(42,421 | ) | (34,060 | ) | ||||
Proceeds from sales and maturities of marketable securities |
43,654 | 49,150 | ||||||
Net cash (used in) provided by investing activities |
(127 | ) | 13,866 | |||||
Cash flows from financing activities: |
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Proceeds from exercises of employee stock options |
215 | 512 | ||||||
Acquisition of treasury stock |
(4,789 | ) | (6,187 | ) | ||||
Structured stock repurchase |
| (1,500 | ) | |||||
Net cash used in financing activities |
(4,574 | ) | (7,175 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
(136 | ) | (124 | ) | ||||
Net increase in cash and cash equivalents |
6,562 | 16,046 | ||||||
Cash and cash equivalents, beginning of period |
37,328 | 22,385 | ||||||
Cash and cash equivalents, end of period |
$ | 43,890 | $ | 38,431 | ||||
Supplemental disclosure of cash flow information: |
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Cash paid for income taxes |
$ | 190 | $ | 419 | ||||
The accompanying notes are an integral part of these consolidated financial statements
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FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Annual Report of Forrester Research, Inc. (Forrester) as reported on Form 10-K for the year ended December 31, 2004. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations, 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, 2005 may not be indicative of the results that may be expected for the year ended December 31, 2005, or any other period.
Stock-Based Compensation
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, and SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, requires the measurement of the fair value of stock options or warrants to be included in the statement of income or disclosed in the notes to financial statements. Forrester has determined it will continue to account for stock-based compensation for employees under Accounting Principles Board Opinion (APB) No. 25 and elect the disclosure-only alternative under SFAS No. 123. There is no compensation expense related to option grants reflected in the accompanying financial statements.
If compensation cost for Forresters stock option plans had been determined using the fair value method prescribed in SFAS No. 123, net income (loss) for the three months ended March 31, 2005 and 2004 would have been approximately as follows (in thousands, except per share data):
| THREE MONTHS ENDED | ||||||||
| MARCH 31, | ||||||||
| 2005 | 2004 | |||||||
| (IN THOUSANDS EXCEPT PER SHARE DATA) | ||||||||
Net income (loss) as reported |
$ | 2,739 | $ | (257 | ) | |||
Less: Total stock-based employee compensation expense
determined under fair value based method for all
awards |
(948 | ) | (1,218 | ) | ||||
Pro-forma net income (loss) |
$ | 1,791 | $ | (1,475 | ) | |||
Basic and diluted net income (loss) per share as reported |
$ | 0.13 | $ | (0.01 | ) | |||
Basic and diluted net income (loss) per share pro forma |
$ | 0.08 | $ | (0.07 | ) | |||
Income Taxes
Forrester provides for income taxes on an interim basis according to managements estimate of the effective tax rate expected to be applicable for the full fiscal year ending December 31.
NOTE 2 INTANGIBLE ASSETS
A summary of Forresters amortizable intangible assets as of March 31, 2005 is as follows:
| GROSS CARRYING | ACCUMULATED | NET | ||||||||||
| AMOUNT | AMORTIZATION | CARRYING AMOUNT | ||||||||||
| (IN THOUSANDS) | ||||||||||||
Amortizable intangible assets: |
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Customer relationships |
$ | 20,122 | $ | 14,120 | $ | 6,002 | ||||||
Research content |
2,444 | 2,444 | | |||||||||
Registered trademarks |
570 | 570 | | |||||||||
Subtotal |
$ | 23,136 | $ | 17,134 | $ | 6,002 | ||||||
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Amortization expense related to identifiable intangible assets was approximately $1,123,000 and $2,344,000 during the three months ended March 31, 2005 and 2004, respectively. Estimated amortization expense related to identifiable intangible assets that will continue to be amortized is as follows:
| AMOUNTS | ||||
| (IN THOUSANDS) | ||||
Remaining nine months ending December 31, 2005 |
$ | 2,461 | ||
Year ending December 31, 2006 |
2,083 | |||
Year ending December 31, 2007 |
1,241 | |||
Year ending December 31, 2008 |
217 | |||
Total |
$ | 6,002 | ||
NOTE 3 REORGANIZATIONS
In November 2003, Forrester acquired the assets of GigaGroup S.A. (GigaGroup). In January 2004, Forrester announced a reduction of its workforce by approximately 15 positions in connection with the integration of GigaGroups operations. As a result, Forrester recorded an initial reorganization charge of $1,957,000 during the three months ended March 31, 2004. Approximately 53% of the terminated employees had been members of the sales force, while 27% and 20% had held administrative and research roles, respectively. The charge consisted primarily of severance and related benefit costs, and other payments for professional services incurred in connection with the reorganization. During the three-months ended June 30, 2004 and December 31, 2004, Forrester provided for additional severance and related benefits costs of $240,000 and $313,000, respectively.
In connection with the integration of GigaGroups operations, Forrester vacated and subleased office space in San Francisco, Amsterdam and London during the three-months ended June 30, 2004. As a result of these vacancies and related subleases, Forrester recorded reorganization charges of approximately $4,693,000 related to the excess of contractual lease commitments over the contracted sublease revenue and $1,861,000 for the write-off of related leasehold improvements and furniture and fixtures.
The activity related to the January 2004 reorganization during the three months ended March 31, 2005 is as follows:
| Accrued as of | Accrued as of | |||||||||||
| December 31, | Cash | March 31, | ||||||||||
| 2004 | Payments | 2005 | ||||||||||
| (IN THOUSANDS) | ||||||||||||
Workforce reduction |
$ | 442 | $ | 357 | $ | 85 | ||||||
Facility consolidation and other related costs |
4,218 | 327 | 3,891 | |||||||||
Workforce reduction |
$ | 4,660 | $ | 684 | $ | 3,976 | ||||||
The accrued costs related to the January 2004 reorganization are expected to be paid in the following periods:
| TOTAL | 2005 | 2006 | 2007 | 2008 | 2009 | Thereafter | ||||||||||||||||||||||
| (IN THOUSANDS) | ||||||||||||||||||||||||||||
Workforce reduction |
$ | 85 | $ | 85 | $ | | $ | | $ | | $ | | $ | | ||||||||||||||
Facility consolidation
and other related costs |
3,891 | 868 | 1,234 | 1,219 | 177 | 190 | 203 | |||||||||||||||||||||
Total |
$ | 3,976 | $ | 953 | $ | 1,234 | $ | 1,219 | $ | 177 | $ | 190 | $ | 203 | ||||||||||||||
In connection with prior reorganizations of its workforce, Forrester has consolidated its office space. As a result of these consolidations, Forrester has aggregate accrued facility consolidation costs of $441,000 as of March 31, 2005. The activity related to these costs during the three months ended March 31, 2005 is as follows:
| Accrued as of | Accrued as of | |||||||||||
| December 31, | Cash | March 31, | ||||||||||
| 2004 | Payments | 2005 | ||||||||||
| (IN THOUSANDS) | ||||||||||||
Facility costs |
$ | 677 | $ | 236 | $ | 441 | ||||||
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These accrued facility costs are expected to be paid in the following periods:
| TOTAL | 2005 | 2006 | ||||||||||
| (IN THOUSANDS) | ||||||||||||
Facility costs |
$ | 441 | $ | 353 | $ | 88 | ||||||
NOTE 4 NET INCOME (LOSS) PER COMMON SHARE
Basic net income per common share for the three months ended March 31, 2005 and basic and diluted net loss per common share for the three months ended March 31, 2004 were computed by dividing the net income (loss) by the basic weighted average number of common shares outstanding during the period. Diluted net income per common share for the three months ended March 31, 2005 was computed by dividing net income by the diluted weighted average number of common 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 stock equivalents consist of common stock issuable on the exercise of outstanding options when dilutive. A reconciliation of basic to diluted weighted average shares outstanding is as follows:
| THREE MONTHS ENDED | ||||||||
| MARCH 31, | ||||||||
| 2005 | 2004 | |||||||
| (IN THOUSANDS) | ||||||||
Basic weighted average common shares outstanding |
21,611 | 22,255 | ||||||
Weighted average common equivalent shares |
229 | | ||||||
Diluted weighted average shares outstanding |
21,840 | 22,255 | ||||||
During the three-month periods ended March 31, 2005 and 2004, approximately 3,242,000 and 5,022,000 stock options, respectively, were excluded from the calculation of diluted weighted average shares outstanding as the effect would have been anti-dilutive.
NOTE 5 COMPREHENSIVE INCOME (LOSS)
The components of total comprehensive income (loss) for the three month periods ended March 31, 2005 and 2004 are as follows:
| THREE MONTHS ENDED | ||||||||
| MARCH 31, | ||||||||
| 2005 | 2004 | |||||||
| (IN THOUSANDS) | ||||||||
Unrealized (loss) gain on marketable securities, net of taxes |
$ | (438 | ) | $ | 183 | |||
Reclassification
adjustment for realized gains in net income, net of taxes |
(1,122 | ) | | |||||
Cumulative translation adjustment |
730 | (254 | ) | |||||
Total other comprehensive loss |
$ | (830 | ) | $ | (71 | ) | ||
Reported net income (loss) |
2,739 | (257 | ) | |||||
Total comprehensive income (loss) |
$ | 1,909 | $ | (328 | ) | |||
NOTE 6 MARKETABLE INVESTMENT
As of March 31, 2004, Forrester held an approximately 1.1% ownership interest in Greenfield Online, Inc. (Greenfield), an Internet-based market research firm. This investment was accounted for as a cost basis investment and valued at approximately $267,000 as of March 31, 2004. In July 2004, Greenfield (NASDAQ: SRVY) completed an initial public offering in which Forresters ownership interest was converted to approximately 136,000 shares of common stock. Upon consummation of the offering, Forrester received a conversion payment of approximately $463,000, and participated in the offering by selling approximately 21,000 shares of common stock for which net proceeds of approximately $256,000 were received. In December 2004, Greenfield completed a secondary offering in which Forrester participated and sold an additional 26,000 shares of common stock, receiving net proceeds of approximately $445,000. Upon expiration of the 90 day lock-up agreement in March 2005, Forrester sold the remainder of its holdings, approximately 89,000 shares of common stock, received net proceeds of approximately $1.7 million and recognized a gain of approximately $1.5 million related to the sale of these shares.
NOTE 7 NON-MARKETABLE INVESTMENTS
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In June 2000, Forrester committed to invest $20.0 million in two technology-related private equity investment funds with capital contributions required to be funded over a period of up to five years. During the three months ended March 31, 2005 and 2004, Forrester contributed approximately $150,000 and $963,000 to these investment funds, respectively, resulting in total cumulative contributions of approximately $18.0 million to date. One of these investments is being accounted for using the cost method and, accordingly, is valued at cost unless an other than temporary impairment in its value occurs or the investment is liquidated. The other investment is being accounted for using the equity method. During the three months ended March 31, 2005, distributions of $367,000 were recorded and resulted in a gain of $180,000 in the consolidated statement of income. During the three months ended March 31, 2005 and 2004, there were no impairments recorded. During the three months ended March 31, 2005 and 2004, fund management charges of approximately $84,000 were included in other income, net for each period in the consolidated statements of income, bringing the total cumulative fund management charges paid by Forrester to approximately $2.0 million as of March 31, 2005. Fund management charges are recorded as a reduction of the investments carrying value.
Forrester has adopted a cash bonus plan to pay bonuses, after the return of invested capital, measured by the proceeds of a portion of its share of net profits from these investments, if any, to certain key employees, subject to the terms and conditions of the plan. The payment of such bonuses would result in compensation expense with respect to the amounts so paid. To date, no bonuses have been paid under this plan. The principal purposes of this cash bonus plan was to retain key employees by allowing them to participate in a portion of the potential return from Forresters technology-related investments if they remained employed by the Company. The plan was established at a time when technology and internet companies were growing significantly, and providing incentives to retain key employees during that time was important.
The timing of the recognition of future gains or losses from these investment funds is beyond Forresters control. As a result, it is not possible to predict when Forrester will recognize such gains or losses, if Forrester will award cash bonuses based on the net profit from such investments, or when Forrester will incur compensation expense in connection with the payment of such bonuses. If the investment funds realize large gains or losses on their investments, Forrester could experience significant variations in its quarterly results unrelated to its business operations. These variations could be due to significant gains or losses or to significant compensation expenses. While gains may offset compensation expenses in a particular quarter, there can be no assurance that related gains and compensation expenses will occur in the same quarters.
NOTE 8 STOCK REPURCHASE
In October 2001, Forrester announced a program authorizing the repurchase of up to $50 million of its common stock. The shares repurchased may be used, among other things, in connection with Forresters employee stock option and stock purchase plans and for potential acquisitions. In February 2005, the Board of Directors authorized the repurchase of up to an additional $50.0 million of common stock (stock repurchase program). During the three months ended March 31, 2005, Forrester repurchased 309,000 shares of common stock at an aggregate cost of approximately $4.8 million. As of March 31, 2005, Forrester had repurchased approximately 3,354,000 shares of common stock at an aggregate cost of approximately $54.8 million.
NOTE 9 OPERATING SEGMENT AND ENTERPRISE WIDE REPORTING
During 2004, Forrester viewed its operations within the following three operating groups (Operating Groups): (i) North America, (ii) Europe and, (iii) World Markets which includes Asia, Middle East, Africa, and Latin America. Effective January 1, 2005, Forrester reorganized the operating groups as follows (i) Americas, (ii) Europe, Middle East and Africa (EMEA) and (iii) Asia Pacific. All of the Operating Groups generate revenues through sales of the same research and advisory and other service offerings. Each of the Operating Groups is composed of sales forces responsible for clients located in such Operating Groups region and research personnel focused primarily on issues generally more relevant to clients in that region. Forrester evaluates reportable segment performance and allocates resources based on direct margin. Direct margin, as presented below, is defined as operating income excluding certain selling and marketing expenses, general and administrative expenses, depreciation expense, amortization of intangibles and reorganization charges. The accounting policies used by the reportable segments are the same as those used by Forrester.
Forrester does not identify or allocate assets, including capital expenditures, by operating segment. Accordingly, assets are not being reported by segment because the information is not available by segment and is not reviewed in the evaluation of performance or making decisions in the allocation of resources.
9
The following tables present information about reportable segments. Segment information for the three months ended March 31, 2004 has been restated to conform to the current years presentation.
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