EX-99.3 5 d632427dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF FORRESTER RESEARCH, INC.

On January 3, 2019, Forrester Research, Inc., a Delaware corporation (the “Company” or “Forrester”), and Supernova Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Forrester, completed the previously announced acquisition (the “Acquisition”) of SiriusDecisions, Inc., a Delaware corporation and its subsidiaries (“Sirius”), pursuant to an Agreement and Plan of Merger, dated as of November 26, 2018 (the “Merger Agreement”), by and among Forrester, Supernova, Sirius, Founder Stockholders of Sirius and Fortis Advisors LLC, solely in its capacity as the Stockholder Representative.

The Company acquired Sirius for approximately $247.3 million in cash, subject to certain adjustments set forth in the Merger Agreement. In connection with the Acquisition, on January 3, 2019 (the “Closing Date”), Forrester entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders referred to therein (collectively, the “Lenders”). Pursuant to the Credit Agreement, the Lenders have provided Forrester with $125 million in senior secured term loans (the “Term Loan”) and a $75 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). On the Closing Date, all of the proceeds of the Term Loan and $50 million of proceeds of the loans borrowed under the Revolving Credit Facility were used to pay a portion of the cash consideration for the Acquisition and to pay certain fees, costs and expenses incurred in connection with the Acquisition.

The Unaudited Pro Forma Combined Financial Information is presented to illustrate the estimated effects of the transaction and the other activities contemplated by the Merger Agreement based on the historical financial position and results of operations of Forrester and Sirius. The Unaudited Pro Forma Combined Financial Information is presented as follows:

 

   

the unaudited pro forma combined balance sheet as of December 31, 2018, prepared based on (i) the historical audited consolidated balance sheet of Forrester as of December 31, 2018 and (ii) the historical unaudited condensed consolidated balance sheet of Sirius as of December 31, 2018.

 

   

the unaudited pro forma combined statement of operations for the year ended December 31, 2018 prepared based on (i) the historical audited consolidated statement of income of Forrester for the year ended December 31, 2018 and (ii) the historical unaudited consolidated statement of operations of Sirius for the twelve months ended December 31, 2018. Forrester’s fiscal year ends on December 31 and Sirius’ fiscal year ends on March 31. The historical unaudited consolidated statement of operations of Sirius for the twelve months ended December 31, 2018 was derived by adding Sirius’ audited consolidated statement of operations for the year ended March 31, 2018 to Sirius’ unaudited condensed consolidated statement of operations for the nine months ended December 31, 2018, and subtracting Sirius’ unaudited condensed consolidated statement of operations for the nine months ended December 31, 2017.

The transaction will be accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), with Forrester designated as the accounting acquirer of Sirius. The Unaudited Pro Forma Combined Financial Information set forth below primarily gives effect to the following:

 

   

the alignment of accounting policies and financial statement classifications of Sirius to those of Forrester;

 

   

the application of the acquisition method of accounting in connection with the transaction;

 

   

the drawdown of borrowings under the Credit Facilities in connection with the transaction, the proceeds of which were used to finance approximately $175 million of the cash consideration comprising the purchase price; and

 

   

the incurrence of transaction costs in connection with the transaction.

The Unaudited Pro Forma Combined Financial Information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the Unaudited Pro Forma Combined Financial Information does not purport to project the future financial position or operating results of the combined company. The accompanying unaudited pro forma combined statement of operations does not include any pro forma adjustments to reflect expected cost savings which may be achievable or the impact of any non-recurring activity and one-time transaction related costs.

 

1


The Unaudited Pro Forma Combined Financial Information has been prepared using the acquisition method of accounting under existing United States generally accepted accounting principles (“GAAP”), which is subject to change. The acquisition accounting is dependent upon certain valuations and other studies. Forrester has completed a preliminary valuation and other relevant studies. Forrester will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the transaction. The assets and liabilities of Sirius have been measured based on various initial estimates using assumptions that Forrester believes are reasonable, based on information that is currently available. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing pro forma combined financial information prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Differences between these preliminary estimates and the final acquisition accounting will exist, and these differences could have a material impact on the accompanying Unaudited Pro Forma Combined Financial Information and the combined company’s future results of operations and financial position.

The Unaudited Pro Forma Combined Financial Information has been compiled in a manner consistent with the accounting policies adopted by Forrester in all material aspects. Forrester has performed a detailed review of Sirius’ accounting policies. Subsequent to the Acquisition, Forrester may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the financial statements of the combined company.

Additionally, certain financial information of Sirius as presented in its historical financial statements has been reclassified to conform to the historical presentation in Forrester’s financial statements for purposes of preparation of the Unaudited Pro Forma Combined Financial Information (see Note 8).

The unaudited pro forma combined balance sheet gives effect to the transaction as if it had been completed on December 31, 2018. The unaudited pro forma combined statement of operations gives effect to the transaction as if it had been completed on January 1, 2018. This Unaudited Pro Forma Combined Financial Information was derived from and should be read in conjunction with the separate historical (i) audited financial statements of Forrester as of and for the year ended December 31, 2018 and the related notes included in Forrester’s Annual Report on Form 10-K for the year ended December 31, 2018 that Forrester filed with the SEC on March 8, 2019, (ii) Sirius’ audited consolidated financial statements as of and for the year ended March 31, 2018, which are included in this Current Report on Form 8-K/A, and (iii) Sirius’ unaudited condensed consolidated financial statements as of and for the nine months ended December 31, 2018, which are included in this Current Report on Form 8-K/A.

 

2


Forrester Research, Inc.

Unaudited Pro Forma Combined Balance Sheet

As of December 31, 2018

(amounts in thousands)

 

     Historical
Forrester

As
Reported
    Historical
Sirius

As
Adjusted
(Note 8)
    Pro Forma
Adjustments
    Note      Financing
Adjustments
     Note      Pro Forma
Combined
 

Assets

                 

Current Assets:

                 

Cash and cash equivalents

   $ 140,296     $ 7,205     $ (248,922     6A      $ 170,744        6A, 6E      $ 69,323  

Accounts receivable, net

     67,318       13,037       —            —             80,355  

Deferred commissions

     15,677       662       (662     6G        —             15,677  

Prepaid expenses and other current assets

     12,802       2,346       —            —             15,148  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total current assets

     236,093       23,250       (249,584        170,744           180,503  

Property and equipment, net

     22,005       3,141       310       6B        —             25,456  

Goodwill

     85,165       —         164,642       6C        —             249,807  

Intangible assets, net

     4,951       939       111,061       6D        —             116,951  

Other assets

     5,310       269       —            1,429        6E        7,008  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total assets

   $ 353,524     $ 27,599     $ 26,429        $ 172,173         $ 579,725  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Liabilities, Convertible

Preferred Stock and

Stockholders’ Equity

                 

Current Liabilities:

                 

Accounts payable

   $ 588     $ 648     $ —          $ —           $ 1,236  

Accrued expenses, other current liabilities

     54,065       8,377       —            —             62,442  

Current portion of long term-debt

     —         —         —            6,250        6E        6,250  

Deferred revenue

     135,332       29,489       (8,878     6F        —             155,943  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total current liabilities

     189,985       38,514       (8,878        6,250           225,871  

Long-term debt

     —         —         —            165,923        6E        165,923  

Non-current liabilities

     11,939       2,635       23,382      

6D,
6H,
6F, 6J
 
 
     —             37,956  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total liabilities

     201,924       41,149       14,504          172,173           429,750  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Convertible preferred stock

     —         81,631       (81,631     6I        —             —    
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Stockholders’ Equity

                 

Common stock

     230       31       (31     6I        —             230  

Additional paid-in capital

     200,696       —         —            —             200,696  

Retained earnings

     127,717       (95,324     93,699       6I        —             126,092  

Treasury stock

     (171,889     —         —            —             (171,889

Accumulated other comprehensive income (loss)

     (5,154     112       (112     6I        —             (5,154
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total stockholders’ equity (deficit)

     151,600       (95,181     93,556          —             149,975  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

Total liabilities, convertible preferred stock and stockholders’  equity

   $ 353,524     $ 27,599     $ 26,429        $ 172,173         $ 579,725  
  

 

 

   

 

 

   

 

 

      

 

 

       

 

 

 

 

3


Forrester Research, Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2018

(amounts in thousands, except per share data)

 

     Historical
Forrester

As
Reported
     Historical
Sirius

As
Adjusted
(Note 8)
    Pro Forma
Adjustments
    Note      Financing
Adjustments
    Note      Pro
Forma
Combined
 

Revenues:

                 

Research services

   $ 228,399      $ 64,597     $ (6,528     7C      $ —          $ 286,468  

Advisory services and events

     129,176        24,924       (2,519     7C        —            151,581  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Total revenues

     357,575        89,521       (9,047        —            438,049  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Operating expenses:

                 

Cost of services and fulfillment

     146,502        34,002       742      

7A,

7D, 7E

 

 

     —            181,246  

Selling and marketing

     131,824        33,392       (2,204    

7A, 7D,

7E,

7F

 

 

 

     —            163,012  

General and administrative

     43,920        16,129       (30     7A, 7E        —            60,019  

Depreciation

     7,955        736       60       7A        —            8,751  

Amortization of intangible assets

     1,162        1,169       17,700       7A        —            20,031  

Acquisition and integration costs

     3,787        1,468       (3,302     7G        —            1,953  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Total operating expenses

     335,150        86,896       12,966          —            435,012  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Income from operations

     22,425        2,625       (22,013        —            3,037  

Other income (expense), net

     674        (365     —            (10,131     7B        (9,822

Gains on investments, net

     426        —         —            —            426  
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Income (loss) before income taxes

     23,525        2,260       (22,013        (10,131        (6,359

Income tax expense (benefit)

     8,145        —         (5,617     7H        (2,837     7H        (309
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Net income (loss)

   $ 15,380      $ 2,260     $ (16,396      $ (7,294      $ (6,050
  

 

 

    

 

 

   

 

 

      

 

 

      

 

 

 

Basic income (loss) per common share

   $ 0.85                  $ (0.33

Diluted income (loss) per common share

   $ 0.84                  $ (0.33

Basic weighted average common shares outstanding

     18,091                    18,091  

Diluted weighted average common shares outstanding

     18,380                    18,091  

 

4


Note 1: Description of the Transaction

Purchase Agreement

On November 26, 2018, Forrester entered into the Merger Agreement by and among Supernova, Sirius, Founder Stockholders of Sirius and Fortis Advisors LLC, solely in its capacity as the Stockholder Representative, pursuant to which Forrester acquired Sirius. The transaction was completed on January 3, 2019.

Subject to the terms and conditions of the Merger Agreement, as consideration for the acquisition of Sirius, Forrester paid to Stockholders of Sirius approximately $247.3 million in cash (the “Cash Consideration”), subject to certain adjustments set forth in the Merger Agreement.

Credit Agreement Borrowing

On January 3, 2019, the Company entered into a $125 million five-year senior secured Term Loan and a $75 million senior secured Revolving Credit Facility. On the Closing Date, all of the proceeds of the Term Loan and $50 million of proceeds of the loans borrowed under the Revolving Credit Facility were used to pay a portion of the Cash Consideration. The loans under each of the Credit Facilities bear interest, at Forrester’s option, at a rate per annum equal to either (i) the London Interbank Offering Rate (“LIBOR”) for the applicable interest period plus a margin that is between 1.75% and 2.50%, based on Forrester’s consolidated total leverage ratio, or (ii) the applicable base rate plus a margin that is between 0.75% and 1.50%, based on Forrester’s consolidated total leverage ratio. A commitment fee, at a rate of between 0.25% to 0.35% per annum, based on Forrester’s consolidated total leverage ratio, is payable on the unused portion of the Revolving Credit Facility quarterly, in arrears, and on the date of termination or expiration of the Revolving Credit Facility.

Note 2: Basis of Pro Forma Presentation

The accompanying Unaudited Pro Forma Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from the audited and unaudited financial information of Forrester and Sirius. The financial information has been adjusted in the accompanying Unaudited Pro Forma Combined Financial Information to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) with respect to the unaudited pro forma combined statement of operations, expected to have a continuing impact on the combined results of operations of Forrester.

The Unaudited Pro Forma Combined Financial Information was prepared using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting, in accordance with ASC 805, uses the fair value concepts defined in ASC 820, Fair Value Measurement (“ASC 820”).

ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under GAAP, expands disclosures about fair value measurements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold. Additionally, the fair value may not reflect management’s intended use for those assets.

Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

Fair value estimates were determined based on discussions between Forrester and Sirius management, due diligence efforts, and information available in public filings. The allocation of the aggregate transaction consideration used in the preliminary Unaudited Pro Forma Combined Financial Information is based on initial estimates. The final determination of the allocation of the aggregate transaction consideration will be based on the actual tangible and intangible assets and the liabilities of Sirius at the effective time of the transaction (see Note 5).

 

5


Sirius’ assets acquired and liabilities assumed were recorded at their fair value at the transaction date. Forrester acquired Sirius for approximately $247.3 million of contractual cash consideration, which is subject to certain adjustments as set forth in the Merger Agreement.

The Unaudited Pro Forma Combined Financial Information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The Unaudited Pro Forma Combined Financial Information has not been adjusted to give effect to certain expected financial benefits of the transaction, such as cost synergies or revenue synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. Also, the Unaudited Pro Forma Combined Financial Information does not reflect possible adjustments related to integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company.

Further, one-time transaction-related costs, which total $4.9 million, incurred prior to or anticipated to be incurred prior to, or concurrent with, the closing of the transaction are not included in the unaudited pro forma combined statement of operations as these costs are not expected to have a continuing impact on the business of the combined company. Of these $4.9 million of transaction costs, $1.6 million relates to costs not incurred or recognized as of the unaudited pro forma combined balance sheet date of December 31, 2018, primarily related to deal advisory and legal fees. These costs have been included in the unaudited pro forma combined balance sheet.

Certain amounts from the historical financial statements of Sirius were reclassified to conform the presentation to that of Forrester (see Note 8).

Note 3: Accounting Policies

For purposes of presenting the unaudited pro forma combined financial statements and related information, Forrester has completed a preliminary review of Sirius’ significant accounting policies for purposes of identifying adjustments to align with Forrester accounting policies. At this time, the Company has not identified any material differences in these policies other than accounting for contract costs with respect to Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). Historically, Sirius expensed the majority of these contract costs as they were incurred. However, under ASC 606, these contract costs will be capitalized and amortized. For purposes of the unaudited pro forma combined balance sheet, no adjustment related to these capitalized contract costs has been reflected as these amounts will be eliminated in purchase accounting and included within the customer relationship intangible asset. Review of such accounting policies will continue and policy differences may be identified at a later date and may be deemed material at that time.

Note 4: Estimated Transaction Consideration

ASC 805 requires acquirers of a business to recognize the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree as part of applying the acquisition method.

The Company paid $247.3 million at closing, which included the purchase price of $245.0 million plus an adjustment for the estimate of certain working capital items, which is subject to adjustment as set forth in the Merger Agreement. In connection with the Acquisition, the Company borrowed approximately $175 million under its Credit Facilities. There were no liabilities incurred to former owners or equity interests issued by the acquirer to be considered as a component of the transaction consideration.

 

6


Note 5: Allocation of Purchase Price to Net Assets

The following is a preliminary estimate of the assets acquired and the liabilities assumed by Forrester in the transaction, reconciled to the estimated transaction consideration (amounts in thousands):

 

     Amounts as of
Acquisition Date
 

Cash and cash equivalents

   $ 7,205  

Current assets

     15,383  

Property and equipment, net

     3,451  

Intangible assets

     112,000  

Other assets

     269  

Deferred revenue

     (21,336

Current liabilities

     (9,025

Unfavorable leasehold interests

     (1,380

Deferred tax liability, net

     (23,912
  

 

 

 

Fair value of assets acquired and liabilities assumed, excluding goodwill

     82,655  

Goodwill

     164,642  
  

 

 

 

Estimate of consideration transferred

   $ 247,297  
  

 

 

 

The following is a reconciliation of the fair value of assets acquired and liabilities assumed to the estimated transaction consideration (amounts in thousands):

 

     Amounts as of
Acquisition Date
 

Total estimate of consideration transferred

   $ 247,297  
  

 

 

 

Book value of net assets acquired at December 31, 2018

     (13,550

Adjusted for:

  

Elimination of deferred rent

     1,598  

Elimination of deferred commission

     (662
  

 

 

 

Adjusted book value of net assets acquired

     (12,614

Adjustments to:

  

Property and equipment, net

     310  

Intangible assets

     111,061  

Unfavorable leases

     (1,380

Deferred revenue

     9,190  

Deferred tax liability, net

     (23,912
  

 

 

 

Fair value of assets acquired and liabilities assumed, excluding goodwill

     82,655  

Goodwill

     164,642  
  

 

 

 

Reconciliation to estimate of consideration transferred

   $ 247,297  
  

 

 

 

 

7


Note 6: Unaudited Pro Forma Combined Balance Sheet Adjustments

The following represents an explanation of the various adjustments to the unaudited pro forma combined balance sheet.

A – Cash and cash equivalents:

This represents the net adjustment to cash and cash equivalents after giving effect to the acquisition and borrowings (amounts in thousands):

 

Net proceeds from Credit Facilities (1)

   $ 170,744  

Cash paid:

  

Cash paid for transaction-related costs (2)

     (1,625

Cash paid by Forrester to Sellers

     (247,297
  

 

 

 

Total cash paid

     (248,922
  

 

 

 

Total pro forma adjustment to cash and cash equivalents

   $ (78,178
  

 

 

 

 

(1)

Amount represents net proceeds from Credit Facilities. Refer to Note 6E.

(2)

Amount represents transaction-related costs not incurred or recognized by Forrester as of the unaudited pro forma combined balance sheet date of December 31, 2018. Unrecognized transaction-related costs are reflected as a reduction to cash for pro forma purposes, with a corresponding decrease in retained earnings. Refer to Note 2.

B—Property and equipment

Represents the adjustment in carrying value of Sirius’ property and equipment from its recorded net book value to its preliminary estimated fair value. The estimated fair value is expected to be depreciated or amortized based on management’s estimates of the period over which the assets will be utilized to benefit the operations of the company. The preliminary amounts assigned to property and equipment are as follows (dollar amounts in thousands):

 

     Estimated Useful
Life (1)
     Sirius Historical
Carrying Amount
     Fair Value
Adjustment
     Estimated Fair
Value
 

Computer equipment

     3 years      $ 1,172      $ (690    $ 482  

Leasehold improvements

     6 years        2,054        (759      1,295  

Furniture and fixtures

     3 years        1,954        (745      1,209  

Office equipment

     2 years        75        (41      34  

CIP - Capital in progress

     —          431        —          431  
     

 

 

    

 

 

    

 

 

 

Total

        5,686        (2,235      3,451  

Less: Accumulated depreciation

        (2,545      2,545        —    
     

 

 

    

 

 

    

 

 

 
      $ 3,141      $ 310      $ 3,451  
     

 

 

    

 

 

    

 

 

 

 

(1)

Represents preliminary estimated useful life of assets to be acquired.

The final determination of fair value of property and equipment, as well as the estimated useful lives, remains subject to change. The finalization may have a material impact on the valuation of property and equipment and the purchase price allocation, which is expected to be finalized subsequent to the closing of the transaction but within the measurement period.

To estimate the fair value of Sirius’ property and equipment, the Company considered valuation analyses of the assets using the sales comparison approach and the cost approach. The Company considered the highest and best use of the assets in selecting a valuation approach for each asset category. Depreciation for both physical deterioration and functional obsolescence was factored into the calculation. Physical deterioration is estimated based on an age-life analysis.

 

8


The useful lives are estimated based on Forrester’s historical experience with similar assets, taking into account anticipated technological or other changes. Forrester periodically reviews these lives relative to physical factors, economic factors, and industry trends. If there are changes in the planned use of property and equipment or if technological changes were to occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense in future periods.

C—Goodwill

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is calculated as the excess of consideration transferred in the acquisition over the fair value of the tangible assets and identifiable intangible assets acquired and liabilities assumed in a business combination. Goodwill acquired in the transaction is estimated to be $164.6 million. The estimated goodwill to be recognized is attributable primarily to expected synergies, expanded opportunities in the market, and other benefits that Forrester believes will result from combining its operations with the operations of Sirius. The goodwill created in the transaction is not expected to be deductible for tax purposes. Refer to Note 5.

D—Intangible assets and liabilities

Represents adjustments to record the preliminary estimated fair value of (i) intangible assets of approximately $112.0 million, which is an increase of $111.1 million over Sirius’s historical book value of intangible assets of $0.9 million prior to the transaction and (ii) an intangible liability of approximately $1.4 million.

Identified intangible assets expected to be acquired consist of the following (dollar amounts in thousands):

 

     Estimated Useful Life (1)      Estimated Fair Value  

Backlog

     2 years      $ 13,000  

Customer relationships

     10.5 years        73,000  

Trade names

     16 years        12,000  

Technologies

     3 years        14,000  
     

 

 

 

Estimated fair value of identified intangible assets

      $ 112,000  
     

 

 

 

 

(1)

Represents preliminary estimated useful life of assets to be acquired.

Identified intangible liabilities expected to be assumed consist of the following (dollar amount in thousands):

 

     Estimated Useful Life (1)      Estimated Fair Value  

Unfavorable leasehold interests

     4.3 years      $ 1,380  
     

 

 

 

 

(1)

Represents preliminary estimated useful life of assets to be acquired.

The fair value estimate for all identifiable intangible assets and liabilities is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The estimated fair value of backlog was determined by using the multi-period excess earnings method under the income approach. The estimated fair value of acquired customer relationships was determined with the excess earnings method, which is a variation of the income approach. This approach calculates the excess of the future cash inflows (i.e., revenue from customers generated from the relationships) over the related cash outflows (i.e., customer servicing expenses) generated over the useful life of the relationship. The estimated fair value of trade names was determined with the relief from royalty method, which is a commonly used variation of the income approach. The Company considered the return on assets and market comparable methods when estimating an appropriate royalty rate for the trade names. The estimated fair value of technologies was determined utilizing the replacement cost method under the cost approach. The estimated fair value of unfavorable leasehold interests

 

9


was determined based on the present value (using a discount rate that reflects the risks associated with the property acquired and the respective tenants) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimates of fair market lease rates for the comparable in-place leases, measured over a period equal to the remaining non-cancelable terms of the leases.

The final determination of fair value of intangible assets and liabilities, as well as estimated useful lives, remains subject to change. The finalization may have a material impact on the valuation of intangible assets and the purchase price allocation, which is expected to be finalized subsequent to the transaction but within the measurement period.

E—Long-term and short-term debt

In connection with the Acquisition, the Company borrowed $175 million on January 3, 2019, pursuant to the terms of the Credit Agreement, consisting of $125 million of borrowings under the Term Loan and $50 million of borrowings under the Revolving Credit Facility. The Company incurred debt issuance costs in the amount of $2.8 million with respect to the Term Loan, which are netted against the loan amount. The Company incurred debt issuance costs in the amount of $1.4 million with respect to the Revolving Credit Facility which are recorded in “other assets”. Accordingly, the Company recorded $165.9 million and $6.3 million as long-term and short-term debt, respectively.

Amounts borrowed under the Credit Facilities bear interest, at Forrester’s option, at a rate per annum equal to either (i) LIBOR for the applicable interest period plus a margin that is between 1.75% and 2.50% based on Forrester’s consolidated total leverage ratio or (ii) the applicable base rate plus a margin that is between 0.75% and 1.50% based on Forrester’s consolidated total leverage ratio.

F—Deferred revenue

This adjustment represents the estimate to decrease the assumed deferred revenue obligations to a fair value of approximately $21.3 million, a reduction of $9.2 million from the carrying value. The current portion amounts to $8.9 million and the non-current portion amounts to $312 thousand. The calculation of fair value is preliminary and subject to change. The fair value was determined based on the estimated costs to fulfill the remaining contractual obligations plus a normal profit margin. After the Acquisition, this adjustment will have a continuing impact and will reduce revenue related to the assumed performance obligations as the services are provided over the next two years.

G – Deferred commission

This adjustment represents the elimination of deferred commission account in the amount of $0.7 million since it will be included within the customer relationship intangible asset.

H – Deferred rent

This adjustment represents the elimination of deferred rent in the amount of $1.6 million recorded on Sirius financial statements.

 

10


I –Convertible preferred stock and stockholders’ equity

Represents the elimination of Sirius capital, accumulated deficit, and accumulated other comprehensive income, as well as the recognition of transaction costs incurred on January 3, 2019 by Forrester (amounts in thousands):

 

     Amounts as of
Acquisition Date
 

Elimination of historical Sirius convertible preferred stock

   $ (81,631
  

 

 

 

Elimination of historical Sirius common stock

   $ (31

Elimination of historical Sirius accumulated deficit

     95,324  

Elimination of historical Sirius accumulated other comprehensive income

     (112

Transaction-related costs (1)

     (1,625
  

 

 

 

Total adjustments to stockholders’ equity

   $ 93,556  
  

 

 

 

 

(1)

Represents $1.6 million of transaction-related costs not yet incurred or recognized as of the pro forma balance sheet date of December 31, 2018. Refer to Note 2.

J—Income taxes

For U.S. federal tax purposes, the transaction is structured as stock acquisition of the operations of Sirius.

The estimate of deferred taxes was determined based on the changes in the book basis reflected in Sirius’ historical financial statements. A weighted average combined statutory rate of 28% was applied to the step-up in fair value of Sirius’ assets and liabilities, resulting in an increase to the deferred tax liability of $33.6 million. A preliminary realization assessment of the acquired deferred tax assets resulted in a release of valuation allowances on certain U.S. deferred tax assets. As a result an increase in deferred tax assets in the amount of $9.7 million was also recorded and netted against the deferred tax liability. The estimate of deferred income tax is preliminary and is subject to change based on the Company’s final determination of the assets acquired and liabilities assumed.

Note 7: Unaudited Pro Forma Combined Statement of Operations Adjustments     

The following represents an explanation of the various adjustments to the unaudited pro forma combined statement of operations.

A—Depreciation of fixed assets and amortization of other intangibles

In conjunction with the acquisition accounting, the Company performed a fair value assessment of the property and equipment and definite-lived intangible assets. These valuations generated estimated depreciation and amortization expense related to the pro forma valuation adjustments to property and equipment (see Note 6B) and intangible assets (see Note 6D). Pro forma depreciation and amortization have been estimated on a preliminary basis as follows (amounts in thousands):

 

     Year Ended December
31, 2018
 

Estimated depreciation expense for acquired property and equipment

   $ 796  

Less: Historical Sirius depreciation expense

     (736
  

 

 

 

Total pro forma adjustment to depreciation expense

   $ 60  
  

 

 

 

Estimated amortization expense for acquired definite-lived intangibles assets

   $ 18,869  

Less: Historical Sirius amortization expense

     (1,169
  

 

 

 

Total pro forma adjustment to amortization expense

   $ 17,700  
  

 

 

 

Estimated amortization for unfavorable leasehold interests (a)

   $ (400
  

 

 

 

 

(a)

Recorded as a decrease in expense in the line items “Cost of services and fulfillment”, “Selling and marketing” and “General and administrative” in the amounts of $120 thousand, $220 thousand and $60 thousand, respectively.

 

11


All property and equipment and definite-lived intangibles assets and liabilities are depreciated and amortized, respectively, using the weighted average useful lives.

B—Interest expense

Represents the net increase to interest expense in the amount of $10.1 million resulting from interest on the new debt to finance the acquisition of Sirius, the amortization of related debt issuance costs and the commitment fee on the unused portion of the Revolving Credit Facility.

The adjustment to recognize interest expense of $7.2 million related to the Term Loan and $2.9 million related to the Revolving Credit Facility, of which $85 thousand related to a commitment fee on the unused portion of the Revolving Credit Facility, assumes the amounts were borrowed on January 1, 2018 and were outstanding for the entire twelve months ended December 31, 2018. The interest rates assumed for purposes of preparing this pro forma financial information are 5.3% for the Term Loan and 5.1% for the Revolving Credit Facility based on the rates applicable on January 3, 2019. In addition, the unused portion of the Revolving Credit Facility is subject to a commitment fee at a rate of between 0.25% to 0.35% per annum, based on Forrester’s consolidated total leverage ratio. For the purposes of these pro forma financial statements, 0.35% was used.

The following tables show the estimated interest expense, interest rates and terms of the Credit Facilities (amounts in thousands):

 

Facility

   Borrowing
Amount
     Annual
Interest
     Commitment
Fee on
Unused
Portion
     Deferred
Cost
Amortization
     Total
Increase
to
Interest
Expense
 

Term Loan

   $ 125,000      $ 6,550        —        $ 615      $ 7,165  

Revolving Credit Facility

   $ 50,000      $ 2,545      $ 85      $ 336      $ 2,966  

 

Facility

   Interest Rate Index and
Margin
   Assumed
Rate
    Term  

Term Loan

   (a)      5.3     5  

Revolving Credit Facility

   (a)      5.1     5  

 

(a)

Amounts borrowed under the Credit Facilities bear interest, at Forrester’s option, at a rate per annum equal to either (i) the LIBOR for the applicable interest period plus a margin that is between 1.75% and 2.50% based on Forrester’s consolidated total leverage ratio or (ii) the applicable base rate plus a margin that is between 0.75% and 1.50% based on Forrester’s consolidated total leverage ratio. In addition, Forrester will pay a commitment fee equal to 0.35% per annum on the average daily unused portion of the Revolving Credit Facility, payable quarterly, in arrears, and on the date of termination of expiration of the Revolving Credit Facility. The commitment fee may decrease to 0.30% or 0.25% based on Forrester’s consolidated total leverage ratio.

If the interest rates on the Term Loan and Revolving Credit Facility increase or decrease by 0.125%, interest expense would increase or decrease by $0.2 million for the year ended December 31, 2018.

 

12


C- Deferred revenue

The adjustment to reduce revenue by $9.0 million for the year ended December 31, 2018 reflects the difference between prepayments related to contractual services and the fair value of the assumed performance obligations as they are satisfied, assuming the transaction was consummated on January 1, 2018.

D—New compensation arrangements

This adjustment reflects new compensation arrangements executed with two key executives from Sirius in connection with the business combination, resulting in increases of $0.8 million and $0.2 million in “Cost of services and fulfillment” and “Selling and marketing” expenses, respectively, from the previous compensation expense reflected in Sirius’ historical consolidated statement of operations.

E- Lease expense

This adjustment reflects the impact of recalculating the lease expense for Sirius acquired leases on a straight line basis excluding the historical deferred rent balances. This adjustment is recorded as an increase in expense in the line items “Cost of services and fulfillment”, “Selling and marketing” and “General and administrative” in the amounts of approximately $59,000, $108,000 and $30,000, respectively.

F – Deferred commission

This adjustment represents the decrease in commission expense in “Selling and marketing” expenses in the amount of $2.3 million as a result of adopting ASC 606, Revenue from Contracts with Customers.

G- Transaction costs

Represents the elimination of nonrecurring transaction costs incurred by Forrester and Sirius during the year ended December 31, 2018 of $3.3 million that are directly related to the acquisition of Sirius.

H—Income taxes

Represents the income tax effect for unaudited pro forma combined statement of operations adjustments related to the transaction using statutory tax rates, less any applicable valuation allowances for the year ended December 31, 2018. In addition, includes the estimated income tax effect for the historical Sirius financial results for 2018 due to the anticipated elimination of the valuation allowance on Sirius’ deferred tax assets as of January 1, 2018. Because the adjustments contained in this Unaudited Pro forma Combined Financial Information are based on estimates, the effective tax rate could vary from the effective rate in periods subsequent to the transaction. These unaudited pro forma financial statements depict an estimate of the tax impacts of the Acquisition.

 

13


Note 8: Reclassifications

Forrester has completed a preliminary review of the financial statement presentation of Sirius for purposes of the Unaudited Pro Forma Combined Financial Information. During this review, the following financial statement reclassifications were performed in order to align the presentation of Sirius’ financial information with that of Forrester (amounts in thousands):

 

    As Reported
Historical
Sirius
(Unaudited)
    Reclassification
and
Conforming
Policy
Adjustments
    Note   As Adjusted
Sirius
     

Assets

         

Current Assets:

         

Cash and cash equivalents

  $ 7,205     $ —         $ 7,205    

Cash and cash equivalents

Accounts receivable, net

    13,037       —           13,037    

Accounts receivable, net

Deferred commissions

    —         662     a     662    

Deferred commissions

Prepaid expenses and other current assets

    2,693       (347   a     2,346    

Prepaid expenses and other current assets

 

 

 

   

 

 

     

 

 

   

Total current assets

    22,935       315         23,250    

Property and equipment, net

    4,080       (939   b     3,141    

Property and equipment, net

Intangible assets, net

    —         939     b     939    

Intangible assets, net

Other assets

    584       (315   a     269    

Other assets

 

 

 

   

 

 

     

 

 

   

Total assets

  $ 27,599     $ —         $ 27,599    
 

 

 

   

 

 

     

 

 

   

Liabilities. Convertible Preferred Stock and Stockholders’ Deficiency

Current Liabilities:

         

Accounts payable

  $ —       $ 648     c   $ 648    

Accounts payable

Accrued expenses and other current liabilities

    —         8,377     c     8,377    

Accrued expenses and other current liabilities

Accounts payable and accrued expense

    9,025       (9,025   c     —      

Deferred revenue

    29,489       —           29,489    

Deferred revenue

 

 

 

   

 

 

     

 

 

   

Total current liabilities

    38,514       —           38,514    

Deferred revenue—noncurrent

    1,037       (1,037   d     —      

Deferred revenue—noncurrent

Deferred rent and other non-current liabilities

    1,598       (1,598   d     —      

Non-current liabilities

    —         2,635     d     2,635    

Non-current liabilities

 

 

 

   

 

 

     

 

 

   

Total liabilities

    41,149       —           41,149    
 

 

 

   

 

 

     

 

 

   

Convertible preferred stock

    81,631       —           81,631    

Convertible preferred stock

Stockholders’ Deficiency:

         

Common stock

    31       —           31    

Common stock

Additional paid-in capital

          —           —      

Additional paid-in capital

Accumulated deficit

    (95,324     —           (95,324  

Retained earnings

Accumulated other comprehensive income

    112       —           112    

Accumulated other comprehensive loss

 

 

 

   

 

 

     

 

 

   

Total stockholders’ deficiency

    (95,181     —           (95,181  
 

 

 

   

 

 

     

 

 

   

Total liabilities, convertible preferred stock and stockholders’ deficiency

  $ 27,599     $ —         $ 27,599    
 

 

 

   

 

 

     

 

 

   

 

(a)

Reclassification of amount related to deferred commissions included in “Prepaid expense and other current assets” and “Other assets”.

(b)

Reclassification of amount related to intangible assets” included in “Property and equipment, net”.

(c)

Reclassification of amounts related to accounts payable and accrued expense to separate “Account payable” and “Accrued expenses and other current liabilities” accounts.

(d)

Reclassification of amounts related to deferred rent and deferred revenue to “Non-current liabilities”.

 

14


    As Reported
Historical
Sirius
(Unaudited)
    Reclassification
Adjustments
    Note     As
Adjusted
Sirius
     

Revenues:

          Revenues:

Research services

  $ —       $ 64,597       a     $ 64,597    

Research services

Advisory services and events

    —         24,924       a       24,924    

Advisory services and events

Revenue

    89,521       (89,521     a       —      

Revenue

 

 

 

   

 

 

     

 

 

   

Total revenues

    89,521       —           89,521    

Total revenues

Costs and expenses:

          Operating expenses:

Cost of services and product development

    33,156       846       b       34,002    

Cost of services and fulfillment

Selling and marketing

    —         33,392       b       33,392    

Selling and marketing

General and administrative

    —         16,129       b       16,129    

General and administrative

Selling, general and administrative

    51,835       (51,835     b       —      

Selling, general and administrative

Depreciation

    —         736       c       736    

Depreciation

Amortization of intangible assets

    —         1,169       c       1,169    

Amortization of intangible assets

Depreciation and amortization

    1,905       (1,905     c       —      

Acquisition and integration costs

    —         1,468       b       1,468    

Acquisition and integration costs

 

 

 

   

 

 

     

 

 

   

Total costs and expenses

    86,896       —           86,896    

Total operating expenses

 

 

 

   

 

 

     

 

 

   

Income from operations

    2,625       —           2,625    

Income from operations

Other expense, net

    (365     —           (365  

Other income (expense), net

 

 

 

   

 

 

     

 

 

   

Income before income taxes

    2,260       —           2,260    

Income before income taxes

Income tax expense

    —       —           —      

Income tax expense

 

 

 

   

 

 

     

 

 

   

Net income

  $ 2,260     $ —         $ 2,260    

Net income

 

 

 

   

 

 

     

 

 

   

 

(a)

Reclassification of the revenue amount into separate revenue categories.

(b)

Reclassification of “Selling, general and administrative” account into separate “Cost of services and fulfillment”, “Selling and marketing”, “General and administrative” and “Acquisition and integration costs” accounts and allocation of rent expense from “Selling and general administrative” account into “Cost of services and fulfillment”, “Selling and marketing” and “General and administrative” accounts.

(c)

Reclassification of the depreciation and amortization expense into separate categories.

 

15