FORM 10-Q
(MARK ONE)
FOR THE QUARTERLY PERIOD ENDED September 30, 2013
OR
COMMISSION FILE NUMBER: 000-21433
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
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):
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 November 7, 2013, 19,753,000 shares of the registrant’s common stock were outstanding.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012 (Unaudited)
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2013 and 2012 (Unaudited)
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012 (Unaudited)
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (Unaudited)
Notes to Consolidated Financial Statements
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
ITEM 4. Controls and Procedures
PART II. OTHER INFORMATION
ITEM 1A. Risk Factors
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 6. Exhibits
2
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data, unaudited)
Current Assets:
Cash and cash equivalents
Marketable investments (Note 2)
Accounts receivable, net
Deferred commissions
Prepaid expenses and other current assets
Total current assets
Long-term marketable investments (Note 2)
Property and equipment, net
Goodwill
Intangible assets, net
Other assets
Total assets
Current Liabilities:
Accounts payable
Accrued expenses and other current liabilities
Deferred revenue
Total current liabilities
Non-current liabilities
Total liabilities
Commitments
Stockholders’ Equity (Note 6):
Preferred stock, $.01 par value Authorized - 500 shares, issued and outstanding - none
Common stock, $.01 par valueAuthorized - 125,000 sharesIssued - 20,389 and 31,451 as of September 30, 2013 and December 31, 2012, respectivelyOutstanding - 19,896 and 22,293 as of September 30, 2013 and December 31, 2012, respectively
Additional paid-in capital
Retained earnings
Treasury stock - 493 and 9,158 as of September 30, 2013 and December 31, 2012, respectively, at cost
Accumulated other comprehensive income
Total stockholders’ equity
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF INCOME
Revenues:
Research services
Advisory services and other
Total revenues
Operating expenses:
Cost of services and fulfillment
Selling and marketing
General and administrative
Depreciation
Amortization of intangible assets
Reorganization costs
Total operating expenses
Income from operations
Other income (expense), net
Gains (losses) on investments, net
Income before income taxes
Income tax provision (benefit)
Net income
Basic income per common share
Diluted income per common share
Basic weighted average common shares outstanding
Diluted weighted average common shares outstanding
Cash dividends declared per common share
4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, unaudited)
Other comprehensive income, net of taxes:
Cumulative translation adjustments
Changes in market value of investments:
Unrealized gain (loss), net of taxes (benefits) of $143 and $188 for the three months ended September 30, 2013 and 2012, and $(98) and $354 for the nine months ended September 30, 2013 and 2012
Less: reclassification adjustment for net (gains) losses realized in net income, net of taxes of $4 and $2 for the three months ended September 30, 2013 and 2012, and $(11) and $12 for the nine months ended September 30, 2013 and 2012
Net change in market value of investments
Other comprehensive income
Comprehensive income
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Net (gains) losses from investments
Deferred income taxes
Stock-based compensation
Amortization of premium on investments
Foreign currency losses
Changes in assets and liabilities, net of acquisitions
Accounts receivable
Accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Purchases of marketable investments
Proceeds from sales and maturities of marketable investments
Change in restricted cash
Other investing activity
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Dividends paid on common stock
Repurchases of common stock
Proceeds from issuance of common stock under employee equity incentive plans
Excess tax benefits from stock-based compensation
Payment of deferred acquisition consideration
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
6
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, 2012. 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 and nine months ended September 30, 2013 may not be indicative of the results for the year ending December 31, 2013, 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 2 – Marketable Investments for the fair value of the Company’s marketable investments.
Revision of Prior Period Financial Statements
During the quarter ended September 30, 2013, the Company identified certain prior period errors that affected the interim and annual periods in the years ended December 31, 2012 and 2011, as well as the interim periods in the six months ended June 30, 2013. The Company has reflected in the financial information included in this Note the correction of all identified prior period errors in the periods in which they originated. The prior period errors relate to:
In evaluating whether the Company’s previously issued consolidated financial statements were materially misstated, the Company considered the guidance in ASC Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-10-S99-1, Assessing Materiality, and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. The Company concluded that these errors were not material individually or in the aggregate to any of the prior reporting periods, and therefore, amendments of previously filed reports are not required. As such, the revisions for prior period corrections are reflected in the financial information for the applicable prior periods and will be reflected in future filings containing such prior period financial information.
The effects of these prior period errors on the consolidated financial statements are as follows (in thousands, except per share amounts):
Revised Consolidated Statements of Income
Income tax provision
7
8
Revised Consolidated Statements of Comprehensive Income
The consolidated statements of comprehensive income for all periods is impacted by the same amount as net income for the respective period.
9
Revised Consolidated Balance Sheet
Revised Consolidated Statements of Cash Flows
10
Note 2 — Marketable Investments
The following table summarizes the Company’s marketable investments (in thousands):
September 30, 2013
Available-for-sale securities
State and municipal obligations
Federal agency and corporate obligations
Total short-term available-for-sale securities
ARS, long-term
Total available-for-sale securities
December 31, 2012
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 federal agency, state, municipal and corporate obligations were not material in the three and nine months ended September 30, 2013 or 2012.
The following table summarizes the maturity periods of the marketable securities in the Company’s portfolio as of September 30, 2013. In February 2008, certain auction rate securities (“ARS”) that Forrester held experienced failed auctions that limited the liquidity of these securities. These auction failures have continued through September 30, 2013. On October 30, 2013 the Company sold the entire portfolio of ARS for net proceeds of $9.1 million. The following table reflects the ARS at their contractual maturity dates of between 2024 and 2034 (in thousands).
ARS
Total
11
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):
State and municipal bonds
Fair Value
The Company measures certain financial assets at fair value on a recurring basis, including cash equivalents, available-for-sale securities and trading 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.
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 September 30, 2013 and December 31, 2012 (in thousands):
Money market funds (1)
Federal agency and corporate obligations (2)
Level 2 assets consist of the Company’s entire portfolio of federal, state, municipal and corporate bonds, excluding those municipal bonds described below with an auction reset feature. 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.
Level 3 assets at September 30, 2013 and December 31, 2012 consist entirely of municipal bonds with an auction reset feature (ARS). Prior to 2008, the fair value of the ARS investments approximated par value due to the frequent resets through the auction process. While the Company continues to receive interest income on its ARS investments at each interest reset date (which occurs at either seven or 35 day intervals for each security), these investments trade infrequently and therefore do not
12
have a readily determinable market value. Interest rates on the securities ranged from 0.1% to 0.4% and 0.1% to 0.5% during the nine months ended September 30, 2013 and 2012, respectively. The Company values the ARS using a discounted cash flow model that includes unobservable inputs including estimates of future interest rates, discount rates and expected holding periods of the securities, which is considered a Level 3 valuation. Unobservable inputs included in the valuation as of September 30, 2013 include a weighted average interest rate of 1.7%, a weighted average discount rate of 4.9%, and a weighted average holding period of 8.7 years. The valuation resulted in an unrealized loss recorded in accumulated other comprehensive income in the Consolidated Balance Sheets of $1.9 million at September 30, 2013 and $2.0 million at December 31, 2012. As of September 30, 2013, the Company classified the loss as temporary due to the strong underlying credit rating of the securities and the fact that the Company, as of September 30, 2013, did not intend to sell the securities and was not likely to be required to sell the securities. The assumptions used in valuing the ARS are volatile and subject to change as the underlying sources of these assumptions and market conditions change. Significant increases or decreases in any of the valuation assumptions in isolation would result in a significant change in the fair value.
On October 22, 2013 the Company made the decision to sell its entire portfolio of ARS. On October 30, 2013 the Company completed the sale of the ARS for net proceeds of $9.1 million, resulting in a realized loss of $1.9 million that will be recognized as an investment loss in the consolidated statement of income for the three months ended December 31, 2013.
The following table provides a summary of changes in fair value of the Company’s Level 3 financial assets for the nine months ended September 30, 2013 and 2012 (in thousands):
Balance at December 31, 2011
Sales
Gains included in other comprehensive income
Balance at September 30, 2012
Balance at December 31, 2012
Balance at September 30, 2013
Note 3 — Non-Marketable Investments
At September 30, 2013 and December 31, 2012, the carrying value of the Company’s non-marketable investments, which were composed primarily of interests in technology-related private equity funds, was $6.2 million and $6.6 million, respectively, and is included in other assets in the Consolidated Balance Sheets.
One of the Company’s investments, with a book value of $0.9 million and $1.2 million at September 30, 2013 and December 31, 2012, 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. The Company recorded a gain (loss) from its non-marketable investments of $(0.1) million during the nine months ended September 30, 2013, and $0.8 million and $0.9 million during the three and nine months ended September 30, 2012, respectively, which is included in gains (losses) on investments, net in the Consolidated Statements of Income. Gains on investments were insignificant during the three months ended September 30, 2013.
In May 2013, the Company extended the expiration date of a cash bonus plan, originally adopted in 2000, that would pay a bonus, after the return of invested capital from certain of the Company’s investments, to certain key employees. To date, no bonuses have been paid under the plan. The plan will now automatically expire on June 30, 2015, subject to earlier expiration as provided in the plan in the event that prior to such date there are less than 10 participants in the plan or all of the Company’s invested capital (as defined in the plan) has been returned to the Company.
Note 4 — Reorganization
The following table rolls forward the activity in the reorganization accrual for the nine months ended September 30, 2013 (in thousands):
Accrual at December 31, 2012
Additions
Cash payments
Accrual at September 30, 2013
During the nine months ended September 30, 2013 the Company incurred $1.9 million of severance and related costs for the elimination of 31 jobs or approximately 2.5% of its workforce worldwide to streamline its operations. The accrual at September 30, 2013 is expected to be paid by the end of 2013.
Note 5 — Net Income Per Common Share
Basic net income per common share is computed by dividing net income by the basic weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income 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.
13
Basic and diluted weighted average common shares are as follows (in thousands):
Weighted average common equivalent shares
Options excluded from diluted weighted average share calculation as effect would have been anti-dilutive
Note 6 — Stockholders’ Equity
Equity Plans
Stock option activity for the nine months ended September 30, 2013 is presented below (in thousands, except per share data):
Outstanding at December 31, 2012
Granted
Exercised
Forfeited
Outstanding at September 30, 2013
Exercisable at September 30, 2013
Restricted stock unit activity for the nine months ended September 30, 2013 is presented below (in thousands, except per share data):
Unvested at December 31, 2012
Vested or settled
Unvested at September 30, 2013
Stock-Based Compensation
Forrester recognizes the fair value of stock-based compensation in net income 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):
In 2010, the Company issued to its employees approximately 63,000 performance-based RSUs. The vesting of the RSUs was subject to performance criteria and would vest at 100% or 40% on April 1, 2013, or the RSUs could be forfeited, depending on whether specified revenue growth and certain operating margin targets related to full year 2012 performance were achieved. Based on 2012 financial performance these RSUs were forfeited. Compensation expense through the third quarter of 2011 was recognized based on an estimate of 100% vesting of the RSUs and in the fourth quarter of 2011 the Company modified its assessment of vesting to a zero percent level. The Company continued to utilize a zero percent vesting estimate through March 31, 2013.
14
In 2011, the Company issued to its employees approximately 71,000 performance-based RSUs. The vesting of the RSUs is subject to performance criteria and will vest at 100% or 40% on April 1, 2014, or the RSUs could be forfeited, depending on whether specified revenue growth and certain operating margin targets related to full year 2013 performance are achieved. Compensation expense through the third quarter of 2011 was recognized based on an estimate of 100% vesting of the RSUs and in the fourth quarter of 2011 the Company modified its assessment of vesting to a zero percent level. The Company continued to utilize a zero percent vesting estimate through the nine months ended September 30, 2013.
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:
Average risk-free interest rate
Expected dividend yield
Expected life
Expected volatility
Weighted average fair value
Dividends
In the nine months ended September 30, 2013, the Company declared and paid dividends of $9.4 million consisting of a $0.15 per share dividend in each of the first three quarters of 2013. In the nine months ended September 30, 2012, the Company declared and paid dividends of $9.5 million consisting of a $0.14 per share dividend in each of the first three quarters of 2012. In October 2013, the Company declared a dividend of $0.15 per share payable on December 18, 2013 to shareholders of record as of December 4, 2013.
Treasury Stock
Forrester’s Board of Directors has authorized an aggregate $385.0 million, including $25 million authorized in July 2013 and $50 million authorized in February 2013, to purchase common stock under the stock repurchase program. The shares repurchased may be used, among other things, in connection with Forrester’s employee and director equity incentive and purchase plans. In the nine months ended September 30, 2013, the Company repurchased approximately 3.0 million shares of common stock at an aggregate cost of approximately $109.2 million, inclusive of the repurchase of shares pursuant to the “modified Dutch auction” described below. From the inception of the program through September 30, 2013, Forrester repurchased approximately 12.2 million shares of common stock at an aggregate cost of approximately $320.0 million.
On April 3, 2013 the Company commenced a “modified Dutch auction” self-tender offer to repurchase up to $130 million of its common stock at a price per share within the range of $32.00 to $36.00. A “modified Dutch auction” self-tender offer allows stockholders to indicate how many shares and at what price within the company’s specified range (in increments of $0.25 per share) they wish to tender. When the tender offer expired, based upon the number of shares tendered and the prices specified by the tendering stockholders, the Company determined the purchase price, which was the lowest price per share within the range that enabled the Company to purchase up to $130 million of its common stock. The tender offer expired on May 1, 2013 and the Company purchased 2,054,732 shares of its common stock on May 7, 2013 at a purchase price of $36.00 per share for an aggregate purchase price of $74.0 million, plus approximately $1.1 million of expenses related to the tender offer.
In the nine months ended September 30, 2013, the Company retired 11.7 million shares of treasury stock. These retired shares are now included in the Company’s pool of authorized but unissued shares. The retired stock had a carrying value of approximately $303.0 million. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value of the retired stock from Common Stock and to reflect the excess of cost over par value as a deduction from Additional Paid-in Capital.
Note 7 — 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.
Income tax expense for the nine months ended September 30, 2013 was $7.1 million resulting in an effective tax rate of 39.5% for the period. Income tax expense for the nine months ended September 30, 2012 was $3.2 million resulting in an effective tax rate of 13.0% for the period. The increase in the effective tax rate during the nine months ended September 30, 2013 as compared to the prior year is primarily due to the 2012 period including a $5.5 million deferred tax benefit resulting from the settlement of a tax audit at one of the Company’s foreign subsidiaries. In addition, the 2012 period included a reduction in the reserve for uncertain tax positions as well as a credit due to a remeasurement gain of a euro-denominated deferred tax liability.
15
Note 8 — Operating Segments
Forrester is organized into two client groups with each client group responsible for writing relevant research for the roles within the client organization on a worldwide basis. The two client groups, which are considered operating segments, are: Business Technology (“BT”) and Marketing and Strategy (“M&S”). In addition, the Company’s Events segment supports both client groups. Each client group generates revenues through sales of research, advisory and other service offerings targeted at specific roles within their targeted clients. Each client group consists of research personnel focused primarily on issues relevant to particular roles and to the day-to-day responsibilities of persons within the roles. Amounts included in the Events segment relate to the operations of the events production department. Revenue reported in the Events segment consists primarily of sponsorships and event tickets to Forrester events.
Forrester evaluates reportable segment performance and allocates resources based on direct margin. Direct margin, as presented below, is defined as operating income excluding sales expenses, certain marketing and fulfillment expenses, stock-based compensation expense, general and administrative expenses, depreciation expense, amortization of intangible assets and reorganization costs. In the first quarter of 2013, the Company modified segment direct margin for each of the BT and M&S client groups to reflect the transfer of revenue and direct costs related to one product line from BT to M&S and to reallocate certain shared consulting costs between BT & M&S. Accordingly, the 2012 amounts have been reclassified to conform to the current presentation. The accounting policies used by the segments are the same as those used in the consolidated financial statements.
The following tables present information about reportable segments (in thousands):
Three Months Ended September 30, 2013
Revenue
Direct margin
Selling, marketing, administrative and other expenses
Other income (expense) and gains (losses) on investments
Three Months Ended September 30, 2012
Nine Months Ended September 30, 2013
Nine Months Ended September 30, 2012
Note 9 — Recent Accounting Pronouncements
In July 2012, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This accounting standard allows an entity the option to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangibles other than goodwill. Under that option, an entity would no longer be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on that qualitative assessment, that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. This ASU was effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. As the Company does not have any indefinite-lived intangible assets as of September 30, 2013 other than goodwill, the adoption of this standard on January 1, 2013 did not have an impact on the Company’s consolidated financial results.
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income. This accounting standard requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. This ASU is effective for reporting periods beginning after December 15, 2012. Other than requiring additional disclosures, adoption of this ASU did not have a significant impact on the Company’s consolidated financial results.
16
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. These statements include, but are not limited to, statements about the adequacy of our liquidity and capital resources, future growth rates, anticipated increases in our sales force, future dividends, anticipated continued repurchases of our common stock, and remediation of our internal control over financial reporting. 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, 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 ability to attract and retain 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, possible variations in our quarterly operating results, and our ability to remediate the identified material weaknesses in our internal control over financial reporting as of December 31, 2012 and September 30, 2013. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, 2012. 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 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 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:
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):
Agreement value
Client retention
Dollar retention
Enrichment
Number of clients
Deferred revenue at September 30, 2013 increased approximately 1% compared to the prior year; however when including the amount of future invoicing for contracts at both September 30, 2013 and 2012, the combined amount of deferred revenue and future invoicing declined approximately 5% at September 30, 2013 compared to the prior year. This decline is consistent with the decline in agreement value, which continues a trend from 2012 of declining year-over-year growth in these metrics due to the downward trend in the growth in overall contract bookings during this period. Enrichment at 95% for the period ending September 30, 2013 is consistent with the period ending June 30, 2013; however it represents a 1% decrease from the prior year. As the enrichment rate includes a 12-month period, the decline in the rate as of September 30, 2013 compared to the prior year reflects the challenges associated with the implementation of the sales reorganization in January 2012 as well as high sales employee attrition during 2012. Client retention, dollar retention and number of clients at September 30, 2013 all decreased from the prior year; however they remained essentially flat with June 30, 2013 and the retention metrics remain near historical levels.
17
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations (MD&A) 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, income taxes, and valuation and impairment of marketable investments. 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, 2012.
Results of Operations
The prior period results presented within the MD&A have been revised to reflect the error corrections disclosed in Note 1 of the interim consolidated financial statements.
The following table sets forth our statement of income as a percentage of total revenues for the periods indicated:
Three and Nine Months Ended September 30, 2013 and September 30, 2012
Revenues
Revenues from research services
Revenues from advisory services and other
Revenues attributable to customers outside of the U.S.
Percentage of revenue attributable to customers outside of the U.S.
Number of clients (at end of period)
Number of events
18
Total revenues increased 2% and 1% during the three and nine months ended September 30, 2013 compared to the prior year periods, respectively, due to growth in revenues from advisory services and other revenues partially offset by a decline from research services revenues during the three months ended September 30, 2013. Foreign exchange fluctuations accounted for approximately 1% of revenue growth during the quarter and were not material to the year-to-date period in 2013. Revenues from customers outside of the U.S. in the nine months ended September 30, 2013 declined by 2% as a percentage of total revenues compared to the prior year period due primarily to a decline in revenue from the European region. The general economic conditions in Europe as well as sales leadership challenges have contributed to a difficult selling environment in that region.
Research services revenues declined $0.6 million and increased $0.3 million during the three and nine months ended September 30, 2013, respectively, compared to the prior year. Research services revenues are generally recognized as revenue ratably over the term of the contracts, which are generally twelve-month periods. The decline in revenue in the three months ended September 30, 2013 results from the downward trend in the growth in overall contract bookings during the prior twelve month period.
Revenue from advisory services and other increased $1.7 million and $2.0 million during the three and nine months ended September 30, 2013, respectively, compared to the prior year. The increase during the 2013 periods is due entirely to advisory and consulting revenue as event revenues were insignificant during the three months ended September 30, 2013 and declined by $0.3 million during the nine months ended September 30, 2013.
Please refer to the “Segment Results” section below for a discussion of revenue and direct margin results by segment.
Cost of Services and Fulfillment
Cost of services and fulfillment (dollars in millions)
Cost of services and fulfillment as a percentage of total revenues
Number of research and fulfillment employees (at end of period)
The increase in cost of services and fulfillment expenses during the three months ended September 30, 2013 compared to the prior year is primarily due to an increase in compensation costs resulting primarily from an increase in the number of employees, an increase in incentive bonus payments and annual merit increases. The increase in cost of services and fulfillment expenses during the nine months ended September 30, 2013 compared to the prior year is primarily due to an increase in compensation costs due to the aforementioned factors as well as to an increase in facility costs due to new office space in the Asia Pacific region in the second half of 2012. These increases were partially offset by a decrease in professional services fees related to the amount of surveys performed and a decrease in travel and entertainment expenses.
Selling and Marketing
Selling and marketing expenses (dollars in millions)
Selling and marketing expenses as a percentage of total revenues
Selling and marketing employees (at end of period)
The increase in selling and marketing expenses during the three and nine months ended September 30, 2013 compared to the prior year period is primarily due to an increase in compensation costs resulting from both an increase in sales and marketing employees and incentive bonus payments. In addition, for the nine months ended September 30, 2013, facility costs increased due to new office space in the Asia Pacific region in the second half of 2012.
Subject to the business environment, we intend to expand our quota carrying sales force by approximately 7% to 9% in 2013 as compared to 2012. 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.
19
General and Administrative
General and administrative expenses (dollars in millions)
General and administrative expenses as a percentage of total revenues
General and administrative employees (at end of period)
The increase in general and administrative expenses during the three months ended September 30, 2013 compared to the prior year is primarily due to an increase in compensation costs due to an increase in incentive bonus payments and annual merit increases and to an increase in professional service fees for recruiting and accounting and tax service fees. The increase in general and administrative expenses during the nine months ended September 30, 2013 compared to the prior year is primarily due to increases as described for the three months ended September 30, 2013, partially offset by a decrease in professional service fees related to information technology projects.
Depreciation expense remained essentially consistent during the three months ended September 30, 2013 compared to the prior year. Depreciation expense increased approximately $0.4 million during the nine months ended September 30, 2013 compared to the prior year primarily resulting from the initiation of depreciation for our new website in March 2012.
Amortization of Intangible Assets
Amortization expense remained essentially consistent during the three and nine months ended September 30, 2013 compared to the prior year.
Reorganization Costs
During the nine months ended September 30, 2013 we incurred $1.9 million of severance and related costs for the elimination of 31 jobs or approximately 2.5% of our workforce worldwide to streamline our operations. All costs incurred for the reorganization are expected to be paid by the end of 2013.
During the nine months ended September 30, 2012 we incurred $1.4 million of severance and related costs for the elimination of 17 jobs in connection with the realignment of our sales force and other cost reduction initiatives.
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 decrease in other income (expense), net during the three and nine months ended September 30, 2013 is primarily due to lower interest income earned in 2013 due to lower investment balances.
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. The decrease in investment gains during the 2013 periods is primarily due to increased losses at the investment funds due to increased expenses and a decrease in the value of their investments during 2013.
On October 30, 2013 we sold our portfolio of auction rate securities (par value $11.0 million) for a realized loss of $1.9 million, or approximately $(0.09) per diluted share, which will be recognized in our consolidated statement of income as a loss on investments for the three months ended December 31, 2013.
Provision for Income Taxes
Provision (benefit) for income taxes (dollars in millions)
Effective tax rate
Provision for income taxes (dollars in millions)
The increase in the effective tax rate during the three and nine months ended September 30, 2013 as compared to the prior year periods is primarily due to the 2012 periods including a $5.5 million deferred tax benefit resulting from the settlement of a tax audit at one of our foreign subsidiaries. In addition, the 2012 period included a reduction in the reserve for uncertain tax positions as well as a credit due to a remeasurement gain of a euro-denominated deferred tax liability.
20
Segment Results
We are organized into two client groups with each client group responsible for writing relevant research for the roles within the client organization on a worldwide basis. The two client groups, which are considered operating segments, are: Business Technology (“BT”) and Marketing and Strategy (“M&S”). In addition, our Events segment supports both client groups. Each client group generates revenues through sales of research, advisory and other service offerings targeted at specific roles within their targeted clients. Each client group consists of research personnel focused primarily on issues relevant to particular roles and to the day-to-day responsibilities of persons within the roles. Amounts included in the Events segment relate to the operations of the events production department. Revenue reported in the Events segment consists primarily of sponsorships and event tickets to Forrester events.
We evaluate reportable segment performance and allocate resources based on direct margin. Direct margin, as presented below, is defined as operating income excluding sales expenses, certain marketing and fulfillment expenses, stock-based compensation expense, general and administrative expenses, depreciation expense, amortization of intangible assets and reorganization costs. In the first quarter of 2013, we modified segment direct margin for each of the BT and M&S clients groups to reflect the transfer of revenue and direct costs related to one product line from BT to M&S and to reallocate certain shared consulting costs between BT and M&S. Accordingly, the 2012 amounts have been reclassified to conform to the current presentation. The accounting policies used by the segments are the same as those used in the consolidated financial statements.
Year over year revenue growth
Direct margin percentage
BT revenue was essentially flat during the three and nine months ended September 30, 2013, compared to the prior year periods. Research services revenue decreased 2% during the three months ended September 30, 2013 and was essentially flat during the nine months ended September 30, 2013 as compared to the prior year periods. Advisory and consulting services revenue increased 5% during the three months ended September 30, 2013 and decreased 1% during the nine months ended September 30, 2013 compared to the prior year periods. The increase in advisory and consulting revenue during the three months ended September 30, 2013 is primarily due to an increase in headcount during the period. The decrease in direct margin percentage during the three and nine months ended September 30, 2013 compared to the prior year periods is due primarily to an increase in compensation costs from increased headcount and annual salary increases combined with flat revenue during the periods.
M&S revenue increased 4% and 3% during the three and nine months ended September 30, 2013, respectively, compared to the prior year periods due to a 14% and 10% increase in advisory and consulting revenue, respectively, while research services revenue was essentially flat for both periods. The increase in advisory and consulting revenue during 2013 is primarily due to increased productivity during the periods. Direct margin percentage during the three and nine months ended September 30, 2013 remained consistent compared to the prior year periods.
Events revenue was insignificant during the three months ended September 30, 2013 as we held three small events in the Asia / Pacific region. Events revenue for the nine months ended September 30, 2013 decreased 3% compared to the prior year period due to a decline in ticket revenue partially offset by a small increase in sponsorship revenue. Direct margin increased during the three and nine months ended September 30, 2013 compared to the prior year periods due to tight cost controls in light of the lower revenue.
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 nine months ended September 30, 2013, are annually renewable and are generally payable in advance. We generated cash from operating activities of $32.4 million and $42.8 million during the nine months ended September 30, 2013 and 2012, respectively. The $10.4 million decrease in cash provided from operations for the nine months ended September 30, 2013 is primarily attributable to a decrease in net income of $10.6 million for the nine months ended September 30, 2013 compared to the prior year period.
During the nine months ended September 30, 2013, we generated $43.8 million of cash from investing activities, consisting primarily of $45.8 million in net maturities of marketable investments partially offset by $2.0 million of purchases of property and equipment. Property and equipment purchases during the 2013 period consisted primarily of software and leasehold improvements. We expect property and equipment purchases to be in the range of $3.0 million to $5.0 million in 2013. During the
21
nine months ended September 30, 2012, we used $15.5 million of cash from investing activities, consisting primarily of $12.2 million in net purchases of marketable investments and $4.4 million of purchases of property and equipment. Property and equipment purchases during the 2012 period consisted primarily of software and computer equipment. We regularly invest excess funds in short and intermediate-term interest-bearing obligations of investment grade.
We used $104.3 million of cash from financing activities during the nine months ended September 30, 2013 primarily due to $109.2 million of purchases of our common stock, of which $75.1 million (including expenses) was purchased through our modified Dutch auction self-tender offer (described below) and $34.1 million was purchased on the open market subsequent to completion of the self-tender offer. In addition, during the 2013 period we paid $9.4 million of dividends consisting of a $0.15 per share dividend in each of the first three quarters of 2013 and we received $14.5 million of proceeds from the exercise of stock options and our employee stock purchase plan. We used $27.6 million of cash from financing activities during the nine months ended September 30, 2012 resulting from $26.2 million of purchases of our common stock and $9.5 million of dividend payments, partially offset by $8.5 million of proceeds from exercises of stock options and our employee stock purchase plan.
On April 3, 2013 we commenced a modified Dutch auction self-tender offer to repurchase up to $130 million of our common stock at a price per share within the range of $32.00 to $36.00. A modified Dutch auction self-tender offer allows stockholders to indicate how many shares and at what price within the company’s specified range (in increments of $0.25 per share) they wish to tender. When the tender offer expired, based upon the number of shares tendered and the prices specified by the tendering stockholders, we determined the purchase price, which was the lowest price per share within the range that enabled us to purchase up to $130 million of our common stock. The tender offer expired on May 1, 2013 and we purchased 2,054,732 shares of our common stock on May 7, 2013 at a purchase price of $36.00 per share for an aggregate purchase price of $74.0 million plus $1.1 million of expenses related to the tender offer. We funded the repurchase from cash and marketable securities on hand.
In July 2013 our board of directors increased our stock repurchase authorization by $25 million. As of September 30, 2013 our remaining stock repurchase authorization was approximately $65.0 million. We plan to continue to repurchase our common stock during the remainder of 2013, as market conditions warrant.
As of September 30, 2013, we held approximately $9.1 million ($11.0 million par value) of state and municipal bonds with an auction reset feature (auction rate securities or “ARS”). In February 2008, auctions began to fail for these securities and continued to fail through September 30, 2013. On October 30, 2013 we sold our entire portfolio of ARS for net proceeds of $9.1 million and realized a loss on the sale of $1.9 million.
As of September 30, 2013, we had cash and cash equivalents of $70.7 million and marketable investments of $96.1 million. 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 at least the next two years.
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, 2012.
Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet financing arrangements.
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, 2012.
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 September 30, 2013. Based upon their evaluation and subject to the foregoing, the principal executive officer and principal financial officer concluded that, because of the material weaknesses described below, our disclosure controls and procedures were not effective as of September 30, 2013. Notwithstanding such material weaknesses, management believes that the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
Management identified the following control deficiencies as of September 30, 2013 that constituted material weaknesses:
We did not maintain effective controls over the recognition of revenue related to the event tickets that are included in certain of our subscription products. Specifically, we did not operate effective controls to determine that the amount of revenue recognized for these event tickets was accurate during the three months ended June 30, 2013 and September 30, 2013. This control deficiency resulted in the misstatement of our research services revenue and related financial disclosures, and the revision of the Company’s consolidated financial statements for the quarter and six months ended June 30, 2013 as described in Note 1 of the Consolidated Financial Statements. In addition, this deficiency could have resulted in a misstatement of the Company’s annual or interim consolidated financial statements that would have been material and would not have been prevented or detected. Accordingly, management has determined that the deficiency described above constitutes a material weakness and that our internal control over financial reporting was not effective as of September 30, 2013.
In addition, as of December 31, 2012, we reported that management had identified a material weakness in the Company’s internal control over financial reporting related to revenue for advisory services and consulting projects. Specifically, we did not design and operate effective controls to evidence that our advisory services and consulting projects were monitored for services performed in support of the revenue recognized. Although the deficiency did not result in the identification of a material misstatement during 2012, this deficiency could have resulted in a misstatement of the Company’s annual or interim consolidated financial statements that would have been material and would not have been prevented or detected. This material weakness in our internal control over financial reporting continued to exist as of September 30, 2013.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Remediation Plans
The remedial efforts as outlined below are intended to address the identified material weaknesses and to enhance our overall control environment.
Advisory Services and Consulting Projects
Although we have implemented and tested the additional controls as detailed in our remediation plan above, the controls have not been in place and operating for a sufficient period to validate remediation. Management believes these efforts will effectively remediate the material weakness.
Event Tickets Included In Subscription Products
Management believes these efforts will effectively remediate the material weakness.
22
Changes in Internal Control Over Financial Reporting
Except for the implementation of the additional controls as described under “Remediation Plans – Advisory Services and Consulting Projects” above, 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 September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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, 2012, 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.
Our Board of Directors has authorized an aggregate $385.0 million to purchase common stock under our stock repurchase program, including $25.0 million authorized in July 2013, $50 million authorized in February 2013, and $50.0 million authorized in 2012. During the quarter ended September 30, 2013, we purchased the following shares of our common stock under the stock repurchase program:
Period
July 1—July 31
August 1—August 31
September 1—September 30
23
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.
Chief Financial Officer and Treasurer
(Principal financial officer)
Date: November 12, 2013
24
Exhibit Index
Exhibit No.
Document
25