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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2019
SiriusDecisions, Inc [Member] |
Summary of Fair Value of Aggregate Consideration Paid or Payable | The following table summarizes the fair value of the aggregate consideration paid for SiriusDecisions (in thousands):
Cash paid at close (1) |  | $ | 246,801 |
Working capital adjustment (2) |  |  | (1,259 | )
Total |  | $ | 245,542 |
(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 and the working capital adjustment of $1.3 million, was $237.7 million and is reflected as an investing activity in the Consolidated Statements of Cash Flows.
(2) | Amount represents the final amount receivable from the sellers based upon working capital as defined, which was received in 2019.
Summary of Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the 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 |
Property and equipment |  |  | 4,169 |
Goodwill (1) |  |  | 158,569 |
Intangible assets (2) |  |  | 115,000 |
Other assets |  |  | 418 |
Total assets |  |  | 308,911 |
Liabilities: |  |  |  |
Accounts payable and other current liabilities |  |  | 8,924 |
Deferred revenue |  |  | 26,143 |
Deferred tax liability |  |  | 26,226 |
Long-term deferred revenue |  |  | 1,037 |
Other long-term liabilities |  |  | 1,039 |
Total liabilities |  |  | 63,369 |
Net assets acquired |  | $ | 245,542 |
(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 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, and replacement cost valuation methodologies. The 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. The replacement cost methodology requires the use of estimates in determining the costs to replace the assets and the amount of obsolescence existing at the time of the acquisition. 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 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 trademarks with a useful life of 15.5 years. The weighted-average amortization period of all intangible assets is 8.4 years. Amortization of intangible assets was $21.8 million for the year ended December 31, 2019.
Schedule of Unaudited Pro Forma Financial Information |
|  | Years Ended |
|  | December 31, |
|  | 2019 |  |  | 2018 |
Pro forma total revenue |  | $ | 472,810 |  |  | $ | 438,049 |
Pro forma net income (loss) |  | $ | 733 |  |  | $ | (10,069 | )
FeedbackNow [Member] |
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 FeedbackNow (in thousands):
Cash paid at close (1) |  | $ | 8,425 |
Working capital adjustment (2) |  |  | 798 |
Indemnity holdback (3) |  |  | 1,485 |
Contingent purchase price (4) |  |  | 3,388 |
Total |  | $ | 14,096 |
(1) | The cash paid at close represents the gross contractual amount paid. Net cash paid, which accounts for the cash acquired of $0.5 million, was $8.0 million and is reflected as an investing activity in the Consolidated Statements of Cash Flows.
(2) | Represents the amount payable to the sellers based upon working capital as defined, which was paid to the sellers in 2019.
(3) | $0.5 million of the holdback was paid during 2019 and $1.0 million of the holdback is expected to be paid during 2020.
(4) | The acquisition of FeedbackNow includes a contingent consideration arrangement that requires additional consideration to be paid to the sellers based on the financial performance of FeedbackNow during the two-year period subsequent to the closing date. The fair value of this contingent consideration arrangement as of the acquisition date was $3.4 million, which was recognized as purchase price. Up to $1.8 million and $2.5 million could be payable during 2019 and 2020, respectively, if the financial targets are met. During the third quarter of 2019, the first year financial targets were met and as such, $1.8 million was paid to the sellers during the same period. The remaining range of undiscounted amounts that could be payable under this arrangement is zero to $2.5 million. See further discussion in Note 6 – Fair Value Measurements.
Summary of Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed for the acquisition of FeedbackNow (in thousands):
Assets: |  |  |  |
Cash |  | $ | 463 |
Accounts receivable |  |  | 738 |
Prepaids and other current assets |  |  | 487 |
Goodwill (1) |  |  | 9,513 |
Intangible assets (2) |  |  | 4,780 |
Other assets |  |  | 75 |
Total assets |  |  | 16,056 |
Liabilities: |  |  |  |
Accounts payable and other current liabilities |  |  | 837 |
Contract liabilities |  |  | 298 |
Deferred tax liability |  |  | 825 |
Total liabilities |  |  | 1,960 |
Net assets acquired |  | $ | 14,096 |
(1) | Goodwill represents the expected synergies from combining FeedbackNow with Forrester as well as the value of the acquired workforce.
(2) | All of the 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 $4.8 million assigned to intangible assets, $3.0 million was assigned to the technology asset class with a useful life of 6.5 years, $1.3 million to customer relationships with useful lives of 4.5 years to 7.5 years (with a weighted average amortization period of 6.1 years), and $0.5 million to trademarks with a useful life of 8.5 years. The weighted-average amortization period of all intangible assets is 4.8 years.

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