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Acquisitions (Tables) - SiriusDecisions, Inc [Member]

6 Months Ended

Jun. 30, 2019

Summary of Fair Value of Aggregate Consideration Paid or Payable

The following table summarizes the fair value of the aggregate consideration paid or payable for SiriusDecisions (in thousands):

Cash paid at close (1)	$	246,801
Working capital adjustment (2)		(833	)
Total	$	245,968

(1)	The cash paid at close represents the gross contractual amount paid. Net cash paid, which accounts for the cash acquired of $7.9 million, was $238.9 million and is reflected as an investing activity in the Consolidated Statements of Cash Flows.

(2)	Amount represents the provisional amount receivable from the sellers based upon working capital as defined. This amount is subject to adjustment and the Company expects to receive the working capital adjustment by the end of 2019.

Summary of Preliminary Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed for the acquisition of SiriusDecisions (in thousands):

Assets:
Cash and cash equivalents	$	7,858
Accounts receivable		19,237
Prepaids and other current assets		3,660
Fixed assets		4,169
Goodwill (1)		157,161
Acquired intangible assets (2)		115,000
Other assets		265
Total assets		307,350
Liabilities:
Accounts payable and accrued liabilities		8,924
Deferred revenue		26,143
Deferred tax liability		24,204
Long-term deferred revenue		1,037
Other long-term liabilities		1,074
Total liabilities		61,382
Net assets acquired	$	245,968

(1)	Goodwill represents the expected revenue and cost synergies from combining SiriusDecisions with Forrester as well as the value of the acquired workforce.

(2)

All of the acquired intangible assets are finite-lived. The determination of the fair value of the finite-lived intangible assets required management judgment and the consideration of a number of factors. In determining the fair values, management primarily relied on income valuation methodologies, in particular discounted cash flow models. The use of discounted cash flow models required the use of estimates, including projected cash flows related to the particular asset; the useful lives of the particular assets; the selection of royalty and discount rates used in the models; and certain published industry benchmark data. In establishing the estimated useful lives of the acquired intangible assets, the Company relied primarily on the duration of the cash flows utilized in the valuation model. Of the $115.0 million assigned to acquired intangible assets, $13.0 million was assigned to the technology asset class with useful lives of 1 to 8 years (with a weighted average amortization period of 3.2 years), $13.0 million to backlog with a useful life of 2.0 years, $77.0 million to customer relationships with a useful life of 9.25 years, and $12.0 million to trade names with a useful life of 15.5 years. The weighted-average amortization period for the total acquired intangible assets is 8.4 years. Amortization of acquired intangible assets was $4.9 million and $10.9 million for the three and six months ended June 30, 2019, respectively.

Schedule of Unaudited Pro Forma Financial Information

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019			2018
Pro forma total revenue	$	133,039	$	122,875	$	237,527		$	216,246
Pro forma net income (loss)	$	4,823	$	3,011	$	(4,267	)	$	(7,440	)