Annual Statements Open main menu

FORRESTER RESEARCH, INC. - Quarter Report: 2015 March (Form 10-Q)

Form 10-Q
Table of Contents

 

 

 

 

FORM 10-Q

 

 

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED March 31, 2015

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
(Address of principal executive offices)   (Zip Code)

Registrant’s 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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of May 4, 2015 18,028,000 shares of the registrant’s common stock were outstanding.

 

 

 


Table of Contents

FORRESTER RESEARCH, INC.

INDEX TO FORM 10-Q

 

     PAGE  

PART I. FINANCIAL INFORMATION

     3  
ITEM 1. Financial Statements (Unaudited)      3  

Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014

     3  

Consolidated Statements of Income (Loss) for the Three Months Ended March 31, 2015 and 2014

     4  

Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2015 and 2014

     5  

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014

     6  

Notes to Consolidated Financial Statements

     7  
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations      14  
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk      21  
ITEM 4. Controls and Procedures      21  

PART II. OTHER INFORMATION

     22  
ITEM 1A. Risk Factors      22  
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds      22  
ITEM 6. Exhibits      23   

 

2


Table of Contents

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

FORRESTER RESEARCH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data, unaudited)

 

     March 31,
2015
    December 31,
2014
 
ASSETS     

Current Assets:

    

Cash and cash equivalents

   $ 50,168      $ 49,650   

Marketable investments (Note 3)

     60,832        54,885   

Accounts receivable, net

     50,000        67,429   

Deferred commissions

     12,969        13,754   

Prepaid expenses and other current assets

     27,495        22,277   
  

 

 

   

 

 

 

Total current assets

  201,464      207,995   

Property and equipment, net

  30,571      32,174   

Goodwill

  74,037      76,683   

Intangible assets, net

  2,995      3,382   

Other assets

  11,993      12,473   
  

 

 

   

 

 

 

Total assets

$ 321,060    $ 332,707   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 857    $ 912   

Accrued expenses and other current liabilities

  27,174      36,217   

Deferred revenue

  150,417      144,568   
  

 

 

   

 

 

 

Total current liabilities

  178,448      181,697   

Non-current liabilities

  9,391      9,408   
  

 

 

   

 

 

 

Total liabilities

  187,839      191,105   
  

 

 

   

 

 

 

Commitments

Stockholders’ Equity (Note 7):

Preferred stock, $0.01 par value

Authorized - 500 shares, issued and outstanding - none

  —        —     

Common stock, $0.01 par value

Authorized - 125,000 shares

Issued - 20,901 and 20,856 as of March 31, 2015 and December 31, 2014, respectively

Outstanding 18,047 and 18,153 as of March 31, 2015 and December 31, 2014, respectively

  209      209   

Additional paid-in capital

  128,479      124,942   

Retained earnings

  114,025      117,318   

Treasury stock - 2,854 and 2,703 as of March 31, 2015 and December 31, 2014, respectively, at cost

  (104,977   (99,254

Accumulated other comprehensive loss

  (4,515   (1,613
  

 

 

   

 

 

 

Total stockholders’ equity

  133,221      141,602   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

$ 321,060    $ 332,707   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


Table of Contents

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In thousands, except per share data, unaudited)

 

     Three Months Ended
March 31,
 
     2015     2014  

Revenues:

    

Research services

   $ 51,858      $ 50,793   

Advisory services and events

     23,329        22,278   
  

 

 

   

 

 

 

Total revenues

  75,187      73,071   
  

 

 

   

 

 

 

Operating expenses:

Cost of services and fulfillment

  30,761      29,480   

Selling and marketing

  29,631      29,883   

General and administrative

  9,758      9,527   

Depreciation

  2,107      2,773   

Amortization of intangible assets

  221      539   

Reorganization costs

  3,424      849   
  

 

 

   

 

 

 

Total operating expenses

  75,902      73,051   
  

 

 

   

 

 

 

Income (loss) from operations

  (715   20   

Other income (expense), net

  282      (64

Gains (losses) on investments, net

  (19   37   
  

 

 

   

 

 

 

Loss before income taxes

  (452   (7

Income tax provision (benefit)

  (228   59   
  

 

 

   

 

 

 

Net loss

$ (224 $ (66
  

 

 

   

 

 

 

Basic loss per common share

$ (0.01 $ —     
  

 

 

   

 

 

 

Diluted loss per common share

$ (0.01 $ —     
  

 

 

   

 

 

 

Basic weighted average common shares outstanding

  18,058      19,613   
  

 

 

   

 

 

 

Diluted weighted average common shares outstanding

  18,058      19,613   
  

 

 

   

 

 

 

Cash dividends declared per common share

$ 0.17    $ 0.16   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


Table of Contents

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, unaudited)

 

     Three Months Ended
March 31,
 
     2015     2014  

Net loss

   $ (224   $ (66
  

 

 

   

 

 

 

Other comprehensive income (loss), net of taxes:

Foreign currency translation

  (3,000   45   

Net change in market value of investments

  98      11   
  

 

 

   

 

 

 

Other comprehensive income (loss)

  (2,902   56   
  

 

 

   

 

 

 

Comprehensive loss

$ (3,126 $ (10
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5


Table of Contents

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

 

     Three Months Ended
March 31,
 
     2015     2014  

Cash flows from operating activities:

    

Net loss

   $ (224   $ (66

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

    

Depreciation

     2,107        2,773   

Amortization of intangible assets

     221        539   

Net (gains) losses from investments

     19        (37

Deferred income taxes

     109        (132

Stock-based compensation

     2,186        1,947   

Amortization of premium on investments

     187        391   

Foreign currency (gains) losses

     (166     245   

Changes in assets and liabilities

    

Accounts receivable

     16,802        28,310   

Deferred commissions

     785        (72

Prepaid expenses and other current assets

     (5,449     (2,934

Accounts payable

     (13     137   

Accrued expenses and other liabilities

     (7,984     (4,871

Deferred revenue

     7,702        6,774   
  

 

 

   

 

 

 

Net cash provided by operating activities

  16,282      33,004   
  

 

 

   

 

 

 

Cash flows from investing activities:

Purchases of property and equipment

  (948   (680

Purchases of marketable investments

  (14,552   (20,046

Proceeds from sales and maturities of marketable investments

  8,578      23,934   

Other investing activity

  204      1,391   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

  (6,718   4,599   
  

 

 

   

 

 

 

Cash flows from financing activities:

Dividends paid on common stock

  (3,069   (3,135

Repurchases of common stock

  (5,723   (29,712

Proceeds from issuance of common stock under employee equity incentive plans

  1,349      1,556   

Excess tax benefits from stock-based compensation

  20      22   
  

 

 

   

 

 

 

Net cash used in financing activities

  (7,423   (31,269
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

  (1,623   35   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

  518      6,369   

Cash and cash equivalents, beginning of period

  49,650      74,132   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

$ 50,168    $ 80,501   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6


Table of Contents

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 accounting principles generally accepted 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 accounting principles generally accepted in the United States of America. 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, 2014. 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, 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, 2015 may not be indicative of the results for the year ending December 31, 2015, or any other period.

Fair Value Measurements

The carrying amounts reflected in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term maturities. See Note 3 – Marketable Investments for the fair value of the Company’s marketable investments.

Note 2 — Accumulated Other Comprehensive Income (Loss)

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

 

     Net Unrealized Gain
(Loss) on Marketable
Investments
     Cumulative
Translation
Adjustment
     Total
Accumulated
Other Comprehensive
Income (Loss)
 

Balance at January 1, 2015

   $ (74    $ (1,539    $ (1,613

Foreign currency translation

     —           (3,000      (3,000

Unrealized loss on investments, net of tax of $62

     98         —           98   
  

 

 

    

 

 

    

 

 

 

Balance at March 31, 2015

$ 24    $ (4,539 $ (4,515
  

 

 

    

 

 

    

 

 

 

 

     Net Unrealized Gain
(Loss) on Marketable
Investments
     Cumulative
Translation
Adjustment
     Total
Accumulated
Other Comprehensive
Income (Loss)
 

Balance at January 1, 2014

   $ 16       $ 2,438       $ 2,454   

Foreign currency translation

     —           45         45   

Unrealized gain on investments before reclassification, net of tax of $0

     6         —           6   

Reclassification adjustment for net loss realized in net loss, net of tax of $0

     5         —           5   
  

 

 

    

 

 

    

 

 

 

Balance at March 31, 2014

$  27    $  2,483    $  2,510   
  

 

 

    

 

 

    

 

 

 

Reclassification adjustments for net gains (losses) are reported in gains (losses) on investments, net in the Consolidated Statements of Income (Loss).

 

7


Table of Contents

Note 3 — Marketable Investments

The following table summarizes the Company’s marketable investments (in thousands):

 

     As of March 31, 2015  
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Market
Value
 

Corporate obligations

   $ 60,792       $ 56       $   (16    $ 60,832   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2014  
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Market
Value
 

Corporate obligations

   $ 55,005       $ 13       $ (133    $ 54,885   
  

 

 

    

 

 

    

 

 

    

 

 

 

Realized gains and losses on securities are included in earnings and are determined using the specific identification method. Realized gains or losses on the sale of the Company’s corporate obligations were not material in the three months ended March 31, 2015 or 2014.

The following table summarizes the maturity periods of the marketable securities in the Company’s portfolio as of March 31, 2015 (in thousands).

 

     FY 2015      FY 2016      FY 2017      Thereafter      Total  

Corporate obligations

   $ 12,432       $ 24,575       $ 22,819       $ 1,006       $ 60,832   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table shows the gross unrealized losses and market value of Forrester’s available-for-sale securities with unrealized losses that are not deemed to be other-than-temporary, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

 

     As of March 31, 2015  
     Less Than 12 Months      12 Months or Greater  
     Market
Value
     Unrealized
Losses
     Market
Value
     Unrealized
Losses
 

Corporate obligations

   $ 15,235       $ 12       $ 2,053       $ 4   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2014  
     Less Than 12 Months      12 Months or Greater  
     Market
Value
     Unrealized
Losses
     Market
Value
     Unrealized
Losses
 

Corporate obligations

   $ 38,175       $ 133       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Fair Value

The Company measures certain financial assets at fair value on a recurring basis, including cash equivalents and available-for-sale securities. 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.

 

8


Table of Contents

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 (cash equivalents and investments) measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 (in thousands):

 

     As of March 31, 2015  
     Level 1      Level 2      Level 3      Total  

Money market funds (1)

   $ 845       $ —         $ —         $ 845   

Corporate obligations

     —           60,832         —           60,832   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

$    845    $ 60,832    $ —      $ 61,677   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2014  
     Level 1      Level 2      Level 3      Total  

Money market funds (1)

   $ 1,794       $ —         $ —         $ 1,794   

Corporate obligations

     —           54,885         —           54,885   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 1,794    $ 54,885    $ —      $ 56,679   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Included in cash and cash equivalents.

Level 2 assets consist of the Company’s entire portfolio of corporate bonds. Level 2 assets have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, typically utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation methods, including both income and market based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events.

Note 4 — Non-Marketable Investments

At March 31, 2015 and December 31, 2014, the carrying value of the Company’s non-marketable investments, which were composed primarily of interests in technology-related private equity funds, was $3.7 million and $3.8 million, respectively, and is included in other assets in the Consolidated Balance Sheets.

One of the Company’s investments, with a book value of $0.6 million and $0.7 million at March 31, 2015 and December 31, 2014, respectively, is being accounted for using the cost method and, accordingly, is valued at cost unless an other-than-temporary impairment in its value occurs. The other investments are being accounted for using the equity method as the investments are limited partnerships and the Company has an ownership interest in excess of 5% and, accordingly, the Company records its share of the investee’s operating results each period. Gains and losses from non-marketable investments were insignificant during the three months ended March 31, 2015 and 2014, and are included in gains (losses) on investments, net in the Consolidated Statements of Income (Loss). During the three months ended March 31, 2015 and 2014, gross distributions of $0.1 million and $1.4 million, respectively, were received from the funds.

Note 5 — Reorganization

In the first quarter of 2015, the Company implemented a reduction in its workforce of approximately 4% of its employees across various geographies and functions, in order to reallocate investment in 2015 to planned sales expansion and to delivery areas seeing the greatest client demand. Overall the Company expects to increase its headcount by 7% at the end of 2015 compared to 2014 levels. The Company incurred $3.4 million of severance and related costs for this action during the three months ended March 31, 2015 and expects to incur an additional $0.3 million to $0.5 million during the three months ended June 30, 2015 primarily for a non-cash charge for the liquidation of a small non-U.S. subsidiary. The costs under this plan are expected to be substantially paid by the end of 2015.

During 2014 the Company incurred $1.8 million of severance and related costs for the termination of approximately 1% of its employees across various geographies and functions primarily to realign resources due to the Company’s new organizational structure put in place in late 2013. Approximately $0.8 million of the costs were recognized in the three months ended March 31, 2014 and approximately $1.0 million were recognized in the three months ended June 30, 2014.

 

9


Table of Contents

The following table rolls forward the activity in the reorganization accrual for the three months ended March 31, 2015 (in thousands):

 

     Workforce
Reduction
 

Accrual at December 31, 2014

   $ 118   

Additions

     3,424   

Cash payments

     (1,046
  

 

 

 

Accrual at March 31, 2015

$ 2,496   
  

 

 

 

Note 6 — 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 options and vesting of restricted stock units when dilutive.

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

 

     Three Months Ended
March 31,
 
     2015      2014  

Basic weighted average common shares outstanding

     18,058         19,613   

Weighted average common equivalent shares

     —           —     
  

 

 

    

 

 

 

Diluted weighted average common shares outstanding

  18,058      19,613   

Options excluded from diluted weighted average share calculation as effect would have been anti-dilutive

  2,052      2,080   
  

 

 

    

 

 

 

Note 7 — Stockholders’ Equity

Equity Plans

Stock option activity for the three months ended March 31, 2015 is presented below (in thousands, except per share data):

 

     Number
of Shares
     Weighted -
Average
Exercise
Price Per
Share
     Weighted -
Average
Remaining
Contractual
Term (in years)
     Aggregate
Intrinsic

Value
 

Outstanding at December 31, 2014

     1,954       $ 33.81         

Granted

     44         38.64         

Exercised

     (20      28.58         

Forfeited

     (55      36.46         
  

 

 

          

Outstanding at March 31, 2015

  1,923    $ 33.90      6.88    $ 6,536   
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at March 31, 2015

  875    $ 30.66      4.90    $ 5,452   
  

 

 

    

 

 

    

 

 

    

 

 

 

Vested and expected to vest at March 31, 2015

  1,822    $ 33.72      6.77    $ 6,466   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

10


Table of Contents

Restricted stock unit activity for the three months ended March 31, 2015 is presented below (in thousands, except per share data):

 

     Number of
Shares
     Weighted-
Average
Grant Date
Fair Value
 

Unvested at December 31, 2014

     433       $ 35.64   

Granted

     5         36.43   

Vested

     —           —     

Forfeited

     (21      35.61   
  

 

 

    

Unvested at March 31, 2015

  417    $ 35.65   
  

 

 

    

Stock-Based Compensation

Forrester recognizes the fair value of stock-based compensation in net income (loss) over the requisite service period of the individual grantee, which generally equals the vesting period. Stock-based compensation was recorded in the following expense categories (in thousands):

 

     Three Months Ended
March 31,
 
     2015      2014  

Cost of services and fulfillment

   $ 1,237       $ 1,073   

Selling and marketing

     334         338   

General and administrative

     615         536   
  

 

 

    

 

 

 

Total

$ 2,186    $ 1,947   
  

 

 

    

 

 

 

Forrester utilizes the Black-Scholes valuation model for estimating the fair value of stock options. Options granted under the equity incentive plans and shares subject to purchase under the employee stock purchase plan were valued using the following assumptions:

 

     Three Months Ended
March 31, 2015
    Three Months Ended
March 31, 2014
 
     Equity Incentive
Plans
    Employee Stock
Purchase Plan
    Equity Incentive
Plans
    Employee Stock
Purchase Plan
 

Average risk-free interest rate

     1.37     0.11     1.65     0.08

Expected dividend yield

     1.8     1.8     1.8     1.8

Expected life

     5.1 Years        0.5 Years        5.1 Years        0.5 Years   

Expected volatility

     25     22     30     25

Weighted average fair value

   $ 7.48      $ 7.93      $ 8.79      $ 7.81   

Dividends

In the three months ended March 31, 2015, the Company declared and paid a dividend of $0.17 per share or $3.1 million in the aggregate. In the three months ended March 31, 2014, the Company declared and paid a dividend of $0.16 per share or $3.1 million in the aggregate. In April 2015, the Company declared a dividend of $0.17 per share payable on June 24, 2015 to shareholders of record as of June 10, 2015.

Treasury Stock

Forrester’s Board of Directors has authorized an aggregate $435.0 million to purchase common stock under its stock repurchase program, including $25.0 million authorized in February 2015. The shares repurchased may be used, among other things, in connection with Forrester’s employee and director equity incentive and purchase plans. In the three months ended March 31, 2015 and 2014, the Company repurchased approximately 0.2 million shares and 0.8 million shares, respectively, of common stock at an aggregate cost of approximately $5.7 million and $29.7 million, respectively. From the inception of the program through March 31, 2015, Forrester repurchased approximately 14.5 million shares of common stock at an aggregate cost of approximately $407.9 million.

Note 8 — 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 and tax benefits related to disqualifying dispositions of incentive stock options are treated as discrete items and are recorded in the period in which they arise.

 

11


Table of Contents

Income tax expense (benefit) for the three months ended March 31, 2015 was $(0.2) million resulting from a loss before income taxes of $0.5 million for the period. Income tax expense (benefit) for the three months ended March 31, 2014 was insignificant as the loss before income taxes was only $(7,000) for the period.

Note 9 — Operating Segments

The Research segment includes the costs of the Company’s research personnel who are responsible for writing the research and performing the webinars and inquiries for the Company’s RoleView product. In addition, the research personnel deliver advisory services (such as workshops, speeches and advisory days) and a portion of the Company’s project consulting services. Revenue in this segment includes only revenue from advisory services and project consulting services that are delivered by the research personnel in this segment. During 2013, the Company began to transition the delivery of project consulting to a dedicated project consulting organization. The transition was essentially complete at the end of 2014 such that the vast majority of project consulting will be delivered by the project consulting organization in 2015.

The Product segment includes the costs of the product management organization that is responsible for product pricing and packaging and the launch of new products. In addition, this segment includes the costs of the Company’s data, Forrester Leadership Boards and events organizations. Revenue in this segment includes all revenue for the Company (including RoleView) except for revenue from advisory services and project consulting services that are delivered by personnel in the Research and Project Consulting segments.

The Project Consulting segment includes the costs of the consultants that deliver the Company’s project consulting services. During 2013 the Company began to hire dedicated consultants to transition the delivery of project consulting services from research personnel (included in the Research segment) to the new Project Consulting segment. Revenue in this segment includes the project consulting revenue delivered by the consultants in this segment.

The Company evaluates reportable segment performance and allocates resources based on segment revenues and expenses. Segment expenses include the direct expenses of each segment organization and exclude selling and marketing expenses, general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, reorganization costs, other income and gains (losses) on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements.

 

     Products      Research      Project
Consulting
     Consolidated  

Three Months Ended March 31, 2015

           

Research services revenues

   $ 51,858       $ —         $ —         $ 51,858   

Advisory services and events revenues

     2,467         10,327         10,535         23,329   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total segment revenues

  54,325      10,327      10,535      75,187   

Segment expenses

  8,349      12,948      6,960      28,257   
  

 

 

    

 

 

    

 

 

    

 

 

 

Contribution margin (loss)

  45,976      (2,621   3,575      46,930   

Selling, marketing, administrative and other expenses

  (44,000

Amortization of intangible assets

  (221

Reorganization costs

  (3,424

Other income and gains (losses) on investments

  263   
           

 

 

 

Loss before income taxes

$ (452
           

 

 

 

 

12


Table of Contents
     Products      Research      Project
Consulting
     Consolidated  

Three Months Ended March 31, 2014

           

Research services revenues

   $ 50,793       $ —         $ —         $ 50,793   

Advisory services and events revenues

     2,857         13,976         5,445         22,278   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total segment revenues

  53,650      13,976      5,445      73,071   

Segment expenses

  8,351      13,975      5,677      28,003   
  

 

 

    

 

 

    

 

 

    

 

 

 

Contribution margin (loss)

  45,299      1      (232   45,068   

Selling, marketing, administrative and other expenses

  (43,660

Amortization of intangible assets

  (539

Reorganization costs

  (849

Other income and gains (losses) on investments

  (27
           

 

 

 

Loss before income taxes

$ (7
           

 

 

 

Note 10 — Recent Accounting Pronouncements

In May, 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. For Forrester, the standard will be effective in the first quarter of 2017. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company has not yet selected a transition method. The Company is currently evaluating the potential changes from this ASU to its future financial reporting and disclosures. However, the FASB is contemplating changes to the new standard and its effective date, which could impact the Company’s evaluation.

 

13


Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “plans,” “estimates,” or similar expressions are intended to identify these forward-looking statements. Reference is made in particular to our statements about our plans for international expansion, future dividends, future share repurchases, future growth rates, anticipated increases in our sales force and headcount, the transitioning of project consulting, and the adequacy of our cash, marketable investments and cash flows to satisfy our working capital and capital expenditures. These statements are based on our 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, our ability to retain and enrich memberships for our research products and services, our ability to fulfill existing or generate new project consulting engagements, technology spending, the risks and challenges inherent in international business activities, our ability to offer new products and services, our dependence on key personnel, the success of our internal reorganization that began in 2013, the ability to attract and retain qualified professional staff, our ability to respond to business and economic conditions and market trends, the possibility of network disruptions and security breaches, competition and industry consolidation, our ability to enforce and protect our intellectual property rights, and possible variations in our quarterly operating results. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, 2014. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

We derive revenues from memberships to our research and data products and services, performing advisory services and consulting projects, and hosting events. We offer contracts for our research products that are typically renewable annually and payable in advance. Research revenues are recognized as revenue ratably over the term of the contract. Accordingly, a substantial portion of our billings are initially recorded as deferred revenue. Clients purchase advisory services independently and/or to supplement their memberships to our research. Billings attributable to advisory services and consulting projects are initially recorded as deferred revenue. Advisory service revenues, such as workshops, speeches and advisory days, are recognized when the customer receives the agreed upon deliverable. Consulting project revenues, which generally are short-term in nature and based upon fixed-fee agreements, are recognized as the services are provided. Event billings are also initially recorded as deferred revenue and are recognized as revenue upon completion of each event.

Our primary operating expenses consist of cost of services and fulfillment, selling and marketing expenses and general and administrative expenses. Cost of services and fulfillment represents the costs associated with the production and delivery of our products and services, including salaries, bonuses, employee benefits and stock-based compensation expense for research and consulting personnel and all associated editorial, travel, and support services. Selling and marketing expenses include salaries, sales commissions, bonuses, employee benefits, stock-based compensation expense, travel expenses, promotional costs and other costs incurred in marketing and selling our products and services. General and administrative expenses include the costs of the technology, operations, finance, and human resources groups and our other administrative functions, including salaries, bonuses, employee benefits, and stock-based compensation expense. Overhead costs such as facilities and annual fees for cloud-based information technology systems are allocated to these categories according to the number of employees in each group.

Deferred revenue, agreement value, client retention, dollar retention, enrichment and number of clients are metrics we believe are important to understanding our business. We believe that the amount of deferred revenue, along with the agreement value of contracts to purchase research and advisory services, provide a significant measure of our business activity. We define these metrics as follows:

 

    Deferred revenue — billings in advance of revenue recognition as of the measurement date.

 

    Agreement value — the total revenues recognizable from all research and advisory service contracts in force at a given time (but not including advisory-only contracts), without regard to how much revenue has already been recognized.

 

    Client retention — the percentage of client companies with memberships expiring during the most recent twelve-month period that renewed one or more of those memberships during that same period.

 

    Dollar retention — the percentage of the dollar value of all client membership contracts renewed during the most recent twelve-month period to the total dollar value of all client membership contracts that expired during the period.

 

    Enrichment — the percentage of the dollar value of client membership contracts renewed during the most recent twelve-month period to the dollar value of the corresponding expiring contracts.

 

    Clients — we count as a single client the various divisions and subsidiaries of a corporate parent and we also aggregate separate instrumentalities of the federal, state, and provincial governments as a single client.

 

14


Table of Contents

Client retention, dollar retention, and enrichment are not necessarily indicative of the rate of future retention of our revenue base. A summary of our key metrics is as follows (dollars in millions):

 

     As of
March 31,
    Absolute
Increase
     Percentage
Increase
 
     2015     2014     (Decrease)      (Decrease)  

Deferred revenue

   $ 150.4      $ 159.8      $ (9.4      (6 %) 

Agreement value

   $ 232.9      $ 223.3      $ 9.6         4

Client retention

     79     74     5         7

Dollar retention

     90     87     3         3

Enrichment

     97     97     —           —     

Number of clients

     2,464        2,461        3         —     

Deferred revenue at March 31, 2015 decreased 6% compared to the prior year. When including the amount of future invoicing for contracts at March 31, 2015, the combined amount of deferred revenue and future invoicing decreased 4% compared to the prior year. The decrease in deferred revenue and future invoicing was due to the difference in foreign currency rates as of March 31, 2015 compared to March 31, 2014, which resulted in a 4% decrease. After adjusting for the change in foreign currency rates, deferred revenue plus future invoicing as of March 31, 2015 was essentially flat compared to the prior year, which is reflective of the fact that contract bookings and revenue, on a constant currency basis, have grown at similar rates on a trailing twelve month basis. Agreement value increased 4% at March 31, 2015 compared to the prior year due to increased demand for our products combined with an improvement in client and dollar retention rates during the period. Client retention and dollar retention rates have improved steadily during 2014 and through the first quarter of 2015 compared to prior year levels while enrichment rates have remained consistent.

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our policies and estimates, including but not limited to, those related to our revenue recognition, stock-based compensation, non-marketable investments, goodwill and other intangible assets, and income taxes. Management bases its estimates on historical experience, data available at the time the estimates are made and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our other critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2014.

 

15


Table of Contents

Results of Operations

The following table sets forth our statement of income as a percentage of total revenues for the periods indicated:

 

     Three Months Ended
March 31,
 
     2015     2014  

Revenues:

    

Research services

     69.0     69.5

Advisory services and events

     31.0        30.5   
  

 

 

   

 

 

 

Total revenues

  100.0      100.0   

Operating expenses:

Cost of services and fulfillment

  40.9      40.3   

Selling and marketing

  39.4      40.9   

General and administrative

  13.0      13.0   

Depreciation

  2.8      3.8   

Amortization of intangible assets

  0.3      0.8   

Reorganization costs

  4.6      1.2   
  

 

 

   

 

 

 

Income (loss) from operations

  (1.0   —     

Other income (expense), net

  0.4      (0.1

Gains (losses) on investments, net

  —        0.1   
  

 

 

   

 

 

 

Loss before income taxes

  (0.6   —     

Income tax provision (benefit)

  (0.3   0.1   
  

 

 

   

 

 

 

Net loss

  (0.3 )%    (0.1 )% 
  

 

 

   

 

 

 

Three Months Ended March 31, 2015 and 2014

Revenues

 

    Three Months Ended
March 31,
    Absolute
Increase
    Percentage
Increase
 
    2015     2014     (Decrease)     (Decrease)  
    (dollars in millions)              

Revenues

  $ 75.2      $ 73.1      $ 2.1        3

Revenues from research services

  $ 51.9      $ 50.8      $ 1.1        2

Revenues from advisory services and events

  $ 23.3      $ 22.3      $ 1.0        5

Revenues attributable to customers outside of the U.S.

  $ 17.2      $ 19.4      $ (2.2     (11 %) 

Percentage of revenue attributable to customers outside of the U.S.

    23     27     (4     (15 %) 

Number of clients (at end of period)

    2,464        2,461        3        —     

Number of events

    2        2        —          —     

The 3% increase in revenues during the three months ended March 31, 2015 compared to the prior year period was driven by a 5% increase in advisory services and events revenues while research services revenues increased 2% during the period. Foreign exchange fluctuations had the effect of reducing total revenue growth during the three months ended March 31, 2015 by 3.5%. Revenues from customers outside of the U.S. decreased 11% during the three months ended March 31, 2015 compared to the prior year period, however after adjusting for the effect of foreign currency fluctuations, revenues from customers outside of the U.S. increased 2% and represented 25% of total revenues on a constant currency basis. We continued to experience stronger growth during the three months ended March 31, 2015 in the U.S. region compared to outside of the U.S. Growth in the Asia Pacific region and Canada was partially offset by a revenue decline (on a constant currency basis) in the European region.

Research services revenues are recognized as revenue primarily on a ratable basis over the term of the contracts, which are generally twelve-month periods. Research services revenues increased 2% during the three months ended March 31, 2015 compared to the prior year period, and on a constant currency basis revenue growth in research services was approximately 6%, reflecting growth in both our research and data products.

Revenue from advisory services and events increased 5% during the three months ended March 31, 2015 compared to the prior year period, and on a constant currency basis revenue growth was approximately 8%. The increase was driven by strong growth in consulting revenues due primarily to demand for consulting services and an increase in consulting headcount as we completed the build out of a dedicated consulting organization during 2014. Events revenues decreased to $1.0 million during the three months ended March 31, 2015 compared to $1.2 million during the three months ended March 31, 2014 due to lower ticket revenue.

 

16


Table of Contents

Please refer to the “Segments Results” section below for a discussion of revenues and expenses by segment.

Cost of Services and Fulfillment

 

    Three Months Ended
March 31,
    Absolute
Increase
    Percentage
Increase
 
    2015     2014     (Decrease)     (Decrease)  

Cost of services and fulfillment (dollars in millions)

  $ 30.8      $ 29.5      $ 1.3        4

Cost of services and fulfillment as a percentage of total revenues

    40.9     40.3     0.6        1

Number of research and fulfillment employees (at end of period)

    566        576        (10     (2 %) 

Cost of services and fulfillment expenses increased $1.3 million or 4% (approximately 7% on a constant currency basis) during the three months ended March 31, 2015 compared to the prior year period. The increase is primarily due to a $0.9 million increase in compensation and benefit costs resulting primarily from an increase in the average number of employees, annual merit increases, and higher incentive bonus expense during the three months ended March 31, 2015. In addition, the 2015 period includes higher stock compensation costs and professional services costs related to surveys. Of the 50 employees terminated during the reorganization in the first quarter of 2015, 32 of the employees were included in costs of services and fulfillment.

Selling and Marketing

 

    Three Months Ended
March 31,
    Absolute
Increase
    Percentage
Increase
 
    2015     2014     (Decrease)     (Decrease)  

Selling and marketing expenses (dollars in millions)

  $ 29.6      $ 29.9      $ (0.3     (1 %) 

Selling and marketing expenses as a percentage of total revenues

    39.4     40.9     (1.5     (4 %) 

Selling and marketing employees (at end of period)

    555        548        7        1

Selling and marketing expenses decreased $0.3 million or 1% (increased approximately 2% on a constant currency basis) during the three months ended March 31, 2015 compared to the prior year period. The decrease in selling and marketing expenses during the three months ended March 31, 2015 compared to the prior year period is primarily due to a $0.2 million charge to terminate a contract with an independent sales representative during the first quarter of 2014 that did not recur in the current quarter, and lower employee relocation and travel and entertainment costs incurred during the three months ended March 31, 2015. These cost reductions were partially offset by a $0.4 million increase in compensation and benefit costs, resulting from an increase in sales employees, annual merit increases and increased commission costs. Of the 50 employees terminated during the reorganization in the first quarter of 2015, 15 of the employees were included in selling and marketing.

Subject to the business environment, we intend to expand our quota carrying sales force by approximately 9% to 11% in 2015 as compared to 2014. Any resulting increase in contract bookings of our research services would generally be recognized over a twelve-month period, which typically results in an increase in selling and marketing expense as a percentage of revenues during periods of sales force expansion.

General and Administrative

 

     Three Months Ended
March 31,
    Absolute
Increase
     Percentage
Increase
 
     2015     2014     (Decrease)      (Decrease)  

General and administrative expenses (dollars in millions)

   $ 9.8      $ 9.5      $ 0.3         2

General and administrative expenses as a percentage of total revenues

     13.0     13.0     —           —     

General and administrative employees (at end of period)

     184        180        4         2

 

17


Table of Contents

General and administrative expenses increased $0.3 million or 2% (approximately 5% on a constant currency basis) during the three months ended March 31, 2015 compared to the prior year period. The increase in general and administrative expenses during the three months ended March 31, 2015 compared to the prior year period is primarily due to a $0.8 million increase in compensation and benefits costs resulting from increased headcount, annual merit increases and higher incentive bonus expense. This cost increase was partially offset by lower professional services costs due to the implementation of cloud-based software services in 2014 that did not recur in the current quarter and a reduction in recruiting costs due to the build out of the consulting organization that was substantially completed in 2014.

Depreciation

Depreciation expense decreased by $0.7 million during the three months ended March 31, 2015 compared to the prior year period. Approximately $0.3 million of the decrease was due to certain computer equipment becoming fully depreciated and the remaining $0.4 million of the decrease was due to an adjustment recorded during the three months ended March 31, 2014 to correct an immaterial understatement of depreciation expense of approximately $0.2 million in each of 2013 and 2012.

Amortization of Intangible Assets

Amortization expense decreased by $0.3 million during the three months ended March 31, 2015 compared to the prior year period due to certain intangible assets becoming fully amortized at the end of 2014.

Reorganization Costs

During the three months ended March 31, 2015, we incurred $3.4 million of severance and related costs for the termination of 50 employees or approximately 4% of our workforce across various geographies and functions, in order to reallocate investment in 2015 to planned sales expansion and to delivery areas seeing the greatest client demand. Overall the Company expects to increase its headcount by 7% at the end of 2015 compared to 2014 levels. We anticipate incurring an additional $0.3 million to $0.5 million of costs during the three months ended June 30, 2015 primarily for a non-cash charge for the liquidation of a small non-U.S. subsidiary.

During 2014, we incurred $0.8 million and $1.0 million of costs during the three months ended March 31, 2014 and June 30, 2014, respectively, for severance and related costs for the termination of approximately 1% of our employees across various geographies and functions primarily to realign resources due to our new organizational structure implemented in late 2013.

Other Income (Expense), Net

Other income (expense), net primarily consists of interest income on our investments as well as gains and losses on foreign currency. The increase in other income (expense), net during the three months ended March 31, 2015 is due to foreign currency gains of approximately $0.2 million during the current year quarter versus foreign currency losses of $0.2 million during the prior year quarter.

Gains (Losses) on Investments, Net

Gains (losses) on investments, net primarily represent our share of equity method investment gains (losses) from our technology-related investment funds. Activity within the funds was insignificant during the 2015 and 2014 periods.

Provision (Benefit) for Income Taxes

 

     Three Months Ended
March 31,
     Absolute
Increase
     Percentage
Increase
 
     2015      2014      (Decrease)      (Decrease)  

Provision (benefit) for income taxes (dollars in millions)

   $ (0.2    $ 0.1       $ (0.3      (486 %) 

Income tax expense (benefit) for the three months ended March 31, 2015 was $(0.2) million compared to $59,000 in the prior year period as a result of the increase in the loss before income taxes during the three months ended March 31, 2015. Due to the low amount of losses for each period, the effective tax rate is not considered meaningful or representative of the full year effective tax rate.

Segment Results

The Research segment includes the costs of our research personnel who are responsible for writing the research and performing the webinars and inquiries for our RoleView product. In addition, the research personnel deliver advisory services (such as workshops, speeches and advisory days) and a portion of our project consulting services. Revenue in this segment includes only revenue from

 

18


Table of Contents

advisory services and project consulting services that are delivered by the research personnel in this segment. During 2013, we began to transition the delivery of project consulting to a dedicated project consulting organization. The transition was essentially complete at the end of 2014 such that the vast majority of project consulting will be delivered by the project consulting organization in 2015.

The Product segment includes the costs of the product management organization that is responsible for pricing, packaging and the launch of new products. In addition, this segment includes the costs of our data, Forrester Leadership Boards and events organizations. Revenue in this segment includes all of our revenue (including RoleView) except for revenue from advisory services and project consulting services that are delivered by personnel in the Research and Project Consulting segments.

The Project Consulting segment includes the costs of the consultants that deliver our project consulting services. During 2013 we began to hire dedicated consultants to transition the delivery of project consulting services from research personnel (included in the Research segment) to the new Project Consulting segment. Revenue in this segment includes the project consulting revenue delivered by the consultants in this segment.

The Company evaluates reportable segment performance and allocates resources based on segment revenues and expenses. Segment expenses include the direct expenses of each segment organization and exclude selling and marketing expenses, general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, reorganization costs, other income and gains (losses) on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements.

 

     Products     Research     Project
Consulting
    Consolidated  

Three Months Ended March 31, 2015

        

Research services revenues

   $ 51,858      $ —        $ —        $ 51,858   

Advisory services and events revenues

     2,467        10,327        10,535        23,329   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total segment revenues

  54,325      10,327      10,535      75,187   

Segment expenses

  8,349      12,948      6,960      28,257   
  

 

 

   

 

 

   

 

 

   

 

 

 

Contribution margin (loss)

  45,976      (2,621   3,575      46,930   

Year over year revenue change

  1   (26 %)    93   3

Year over year expense change

  —        (7 %)    23   1
     Products     Research     Project
Consulting
    Consolidated  

Three Months Ended March 31, 2014

        

Research services revenues

   $ 50,793      $ —        $ —        $ 50,793   

Advisory services and events revenues

     2,857        13,976        5,445        22,278   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total segment revenues

  53,650      13,976      5,445      73,071   

Segment expenses

  8,351      13,975      5,677      28,003   
  

 

 

   

 

 

   

 

 

   

 

 

 

Contribution margin (loss)

  45,299      1      (232   45,068   

Product segment revenues increased 1% during the three months ended March 31, 2015 compared to the prior year period. Research services revenues increased 2% during three months ended March 31, 2015 compared to the prior year period, and on a constant currency basis revenue growth was approximately 6%, reflecting growth in both the research and data products. Events revenues declined $0.1 million to $1.0 million during the three months ended March 31, 2015 compared to the prior year due to lower ticket revenue. Data advisory revenues declined $0.2 during the three months ended March 31, 2015. Product segment expenses were flat during the three months ended March 31, 2015 compared to the prior year, and on a constant currency basis increased approximately 3%. A $0.2 million decline in compensation and benefits costs was offset by an increase of $0.2 million for professional services expense for surveys.

Research segment revenues decreased 26% during the three months ended March 31, 2015 compared to the prior year due to the transition of the performance of project consulting services from personnel in our Research segment to personnel in our Project Consulting segment. Research segment expenses decreased by 7% compared to the prior year due primarily to a decrease in compensation and benefit costs of $0.7 million due to a decrease in the number of employees in the Research segment related to the transition in the delivery of project consulting services to the Project Consulting segment, and due to lower travel and entertainment costs.

Project Consulting segment revenues increased 93% during the three months ended March 31, 2015 compared to the prior year periods due primarily to the transition of the performance of project consulting services from research personnel (in the Research

 

19


Table of Contents

segment) to consulting personnel, and due to strong demand for certain consulting projects and increased headcount to deliver the projects. Project Consulting segment expenses increased 23% compared to the prior year due primarily to a $1.2 million increase in compensation and benefit costs due to an increase in the number of employees and annual merit increases.

Liquidity and Capital Resources

We have historically financed our operations primarily through funds generated from operations. Memberships for research services, which constituted approximately 69% of our revenues during the three months ended March 31, 2015, are generally renewable annually and are typically payable in advance. We generated cash from operating activities of $16.3 million and $33.0 million during the three months ended March 31, 2015 and 2014, respectively. The $16.7 million decrease in cash provided from operations for the three months ended March 31, 2015 is primarily attributable to:

(1) a decrease in cash from accounts receivable of $11.5 million due to the combination of (a) the shift in the timing of $10 million of contract renewals from December 2014 to the first quarter of 2015 which resulted in a shift in invoicing and collections, (b) a lower accounts receivable balance entering 2015 as compared to 2014, and (c) a slight deterioration of the aging of accounts receivable at March 31, 2015 compared to March 31, 2014;

(2) an increase of $2.5 million of cash used for prepaid expenses and other current assets for the three months ended March 31, 2015 compared to the prior year period due to the timing of payments for certain employee benefits and survey costs, and

(3) an increase of $3.1 million of cash used for accrued expenses and other current liabilities for the three months ended March 31, 2015 compared to the prior year period due primarily to higher commission and bonus payments

We estimate that cash from operations for the full year 2015 will be comparable to the amount generated for the full year 2014.

During the three months ended March 31, 2015, we used $6.7 million of cash from investing activities, consisting primarily of $6.0 million in net purchases of marketable investments and $0.9 million of purchases of property and equipment. Property and equipment purchases during 2015 consisted primarily of software. During the three months ended March 31, 2014, we generated $4.6 million of cash from investing activities, consisting primarily of $3.9 million in net maturities of marketable investments and $1.4 million of distributions from our non-marketable investments, which were partially offset by $0.7 million of purchases of property and equipment. Property and equipment purchases during 2014 consisted primarily of software. We regularly invest excess funds in short and intermediate-term interest-bearing obligations of investment grade.

We used $7.4 million of cash from financing activities during the three months ended March 31, 2015 primarily for $5.7 million of purchases of our common stock. In addition, we paid a quarterly dividend of $3.1 million and we received $1.3 million of proceeds from the exercise of stock options and our employee stock purchase plan during the three months ended March 31, 2015. We used $31.3 million of cash from financing activities during the three months ended March 31, 2014 primarily for $29.7 million of purchases of our common stock. In addition, we paid a quarterly dividend of $3.1 million and we received $1.6 million of proceeds from the exercise of stock options and our employee stock purchase plan.

In February 2015 our board of directors increased our stock repurchase authorization by $25 million. As of March 31, 2015 our remaining stock repurchase authorization was approximately $27.1 million. We plan to continue to repurchase our common stock during the remainder of 2015, as market conditions warrant.

As of March 31, 2015, we had cash and cash equivalents of $50.2 million and marketable investments of $60.8 million. These balances include $30.4 million held outside of the U.S. If these funds outside of the U.S. are needed for operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate these funds for our U.S. operations. We do not currently have a line of credit and do not presently anticipate the need to access a line of credit in the foreseeable future except in the case of a significant acquisition. We believe that our current cash balance, marketable investments, and cash flows from operations will satisfy working capital, financing activities, and capital expenditure requirements for the next twelve months.

Contractual Obligations

There have been no material changes to the contractual obligations table as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet financing arrangements.

 

20


Table of Contents
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our assessment of our sensitivity to market risk since our presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2014.

 

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined under Securities Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2015. Based upon their evaluation and subject to the foregoing, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance as of that date.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

21


Table of Contents

PART II. OTHER INFORMATION

 

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K remain applicable to our business. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our Board of Directors has authorized an aggregate $435.0 million to purchase common stock under our stock repurchase program, including $25.0 million authorized in February 2015 and $25.0 million authorized April 2014. During the quarter ended March 31, 2015, we purchased the following shares of our common stock under the stock repurchase program:

 

Period

   Total Number of
Shares Purchased (1)
     Average Price
Paid per Share
     Maximum Dollar
Value that May
Yet be Purchased
Under the Stock
Repurchase Program
 
                   (In thousands)  

January 1 - January 31

     101,900       $ 37.81      

February 1 - February 28

     41,435       $ 38.30      

March 1 - March 31

     7,878       $ 36.02      
  

 

 

       
  151,213    $ 27,059   
  

 

 

       

 

(1) All purchases of our common stock were made under the stock repurchase program first announced in 2001.

 

22


Table of Contents
ITEM 6. EXHIBITS

 

  31.1 Certification of the Principal Executive Officer. (filed herewith)
  31.2 Certification of the Principal Financial Officer. (filed herewith)
  32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
  32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
101.INS XBRL Instance Document. (filed herewith)
101.SCH XBRL Taxonomy Extension Schema. (filed herewith)
101.CAL XBRL Taxonomy Extension Calculation Linkbase. (filed herewith)
101.DEF XBRL Taxonomy Extension Definition Linkbase. (filed herewith)
101.LAB XBRL Taxonomy Extension Label Linkbase. (filed herewith)
101.PRE XBRL Taxonomy Extension Presentation Linkbase. (filed herewith)

 

23


Table of Contents

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 thereunto duly authorized.

 

FORRESTER RESEARCH, INC.
By:

/s/ Michael A. Doyle

Michael A. Doyle

Chief Financial Officer and Treasurer

(Principal financial officer)

Date: May 7, 2015

 

24


Table of Contents

Exhibit Index

 

Exhibit

No.

  

Document

  31.1    Certification of the Principal Executive Officer. (filed herewith)
  31.2    Certification of the Principal Financial Officer. (filed herewith)
  32.1    Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
  32.2    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
101.INS    XBRL Instance Document. (filed herewith)
101.SCH    XBRL Taxonomy Extension Schema. (filed herewith)
101.CAL    XBRL Taxonomy Extension Calculation Linkbase. (filed herewith)
101.DEF    XBRL Taxonomy Extension Definition Linkbase. (filed herewith)
101.LAB    XBRL Taxonomy Extension Label Linkbase. (filed herewith)
101.PRE    XBRL Taxonomy Extension Presentation Linkbase. (filed herewith)