UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
FORM10-Q
(MARK ONE)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE QUARTERLY PERIOD ENDED September 30, 20202021
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
COMMISSION FILE NUMBER: 000-21433
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Delaware | 04-2797789 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
60 Acorn Park Drive Cambridge, Massachusetts | 02140 (Zip Code) | |
(Address of principal executive offices) |
(617) (617) 613-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Common Stock, $.01 Par Value | FORR | Nasdaq Global Select Market |
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☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 3, 2020, 18,964,0001, 2021, 19,171,000 shares of the registrant’s common stock were outstanding.
1
FORRESTER RESEARCH, INC.
INDEX TO FORM 10-Q
| Page | |
PART I | FINANCIAL INFORMATION |
|
Item 1. | 3 | |
Consolidated Balance Sheets as of September 30, | 3 | |
4 | ||
5 | ||
6 | ||
7 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
Item 3. |
| |
Item 4. |
| |
|
| |
PART II | OTHER INFORMATION | |
Item 1. |
| |
Item 1A. |
| |
Item 2. |
| |
Item 3. |
| |
Item 4. |
| |
Item 5. |
| |
Item 6. |
| |
| ||
2
PART I.
ITEM 1. FINANCIAL STATEMENTS
FORRESTER RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data, unaudited)
|
| September 30, |
|
| December 31, |
|
| September 30, |
| December 31, |
| |||||
|
| 2020 |
|
| 2019 |
|
| 2021 |
| 2020 |
| |||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Cash and cash equivalents |
| $ | 73,027 |
|
| $ | 67,904 |
|
| $ | 129,332 |
|
| $ | 90,257 |
|
Accounts receivable, net of allowance for expected credit losses of $796 and $628 as of September 30, 2020 and December 31, 2019, respectively |
|
| 54,141 |
|
|
| 84,605 |
| ||||||||
Marketable investments (Note 2) |
|
| 17,018 |
|
|
| 0 |
| ||||||||
Accounts receivable, net of allowance for expected credit losses of $672 and $708 as |
|
| 52,317 |
|
|
| 84,695 |
| ||||||||
Deferred commissions |
|
| 14,408 |
|
|
| 20,326 |
|
|
| 18,059 |
|
|
| 23,620 |
|
Prepaid expenses and other current assets |
|
| 16,041 |
|
|
| 19,201 |
|
|
| 21,393 |
|
|
| 18,588 |
|
Total current assets |
|
| 157,617 |
|
|
| 192,036 |
|
|
| 238,119 |
|
|
| 217,160 |
|
Property and equipment, net |
|
| 28,531 |
|
|
| 29,937 |
|
|
| 29,743 |
|
|
| 27,032 |
|
Operating lease right-of-use assets |
|
| 73,211 |
|
|
| 69,100 |
|
|
| 67,630 |
|
|
| 69,296 |
|
Goodwill |
|
| 244,990 |
|
|
| 243,895 |
|
|
| 245,212 |
|
|
| 247,211 |
|
Intangible assets, net |
|
| 83,386 |
|
|
| 97,363 |
|
|
| 66,260 |
|
|
| 77,995 |
|
Other assets |
|
| 5,040 |
|
|
| 6,829 |
|
|
| 7,828 |
|
|
| 5,524 |
|
Total assets |
| $ | 592,775 |
|
| $ | 639,160 |
|
| $ | 654,792 |
|
| $ | 644,218 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Accounts payable |
| $ | 1,707 |
|
| $ | 505 |
|
| $ | 700 |
|
| $ | 657 |
|
Accrued expenses and other current liabilities |
|
| 54,802 |
|
|
| 79,857 |
|
|
| 69,483 |
|
|
| 76,620 |
|
Current portion of long-term debt |
|
| 11,719 |
|
|
| 9,375 |
|
|
| 12,500 |
|
|
| 12,500 |
|
Deferred revenue |
|
| 155,418 |
|
|
| 179,194 |
|
|
| 194,164 |
|
|
| 179,968 |
|
Total current liabilities |
|
| 223,646 |
|
|
| 268,931 |
|
|
| 276,847 |
|
|
| 269,745 |
|
Long-term debt, net of deferred financing fees |
|
| 98,268 |
|
|
| 121,170 |
|
|
| 86,364 |
|
|
| 95,299 |
|
Non-current operating lease liabilities |
|
| 72,940 |
|
|
| 67,062 |
|
|
| 68,395 |
|
|
| 70,323 |
|
Other non-current liabilities |
|
| 23,213 |
|
|
| 23,909 |
|
|
| 22,034 |
|
|
| 23,085 |
|
Total liabilities |
|
| 418,067 |
|
|
| 481,072 |
|
|
| 453,640 |
|
|
| 458,452 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
| ||||||||
Commitments and contingencies (Note 5, 14) |
|
|
|
|
| |||||||||||
Stockholders' Equity (Note 12): |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Preferred stock, $0.01 par value |
|
|
|
|
|
|
|
| ||||||||
Preferred stock, $0.01 par value |
|
|
|
|
| |||||||||||
Authorized - 500 shares; issued and outstanding - NaN |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Common stock, $0.01 par value |
|
|
|
|
|
|
|
| ||||||||
Common stock, $0.01 par value |
|
|
|
|
| |||||||||||
Authorized - 125,000 shares |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Issued - 23,579 and 23,275 shares as of September 30, 2020 and December 31, 2019, respectively |
|
|
|
|
|
|
|
| ||||||||
Outstanding - 18,948 and 18,644 shares as of September 30, 2020 and December 31, 2019, respectively |
|
| 236 |
|
|
| 233 |
| ||||||||
Issued - 24,042 and 23,648 shares as of September 30, 2021 and December 31, 2020, |
|
|
|
|
| |||||||||||
Outstanding - 19,178 and 19,017 shares as of September 30, 2021 and |
|
| 240 |
|
|
| 236 |
| ||||||||
Additional paid-in capital |
|
| 225,053 |
|
|
| 216,454 |
|
|
| 241,968 |
|
|
| 230,128 |
|
Retained earnings |
|
| 125,554 |
|
|
| 118,147 |
|
|
| 144,802 |
|
|
| 127,981 |
|
Treasury stock - 4,631 shares as of September 30, 2020 and December 31, 2019 |
|
| (171,889 | ) |
|
| (171,889 | ) | ||||||||
Treasury stock - 4,864 and 4,631 shares as of September 30, 2021 and |
|
| (182,535 | ) |
|
| (171,889 | ) | ||||||||
Accumulated other comprehensive loss |
|
| (4,246 | ) |
|
| (4,857 | ) |
|
| (3,323 | ) |
|
| (690 | ) |
Total stockholders’ equity |
|
| 174,708 |
|
|
| 158,088 |
|
|
| 201,152 |
|
|
| 185,766 |
|
Total liabilities and stockholders’ equity |
| $ | 592,775 |
|
| $ | 639,160 |
|
| $ | 654,792 |
|
| $ | 644,218 |
|
The accompanying notes are an integral part of these consolidated financial statements.
3
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
|
| Three Months Ended |
|
| Nine Months Ended |
|
| Three Months Ended |
| Nine Months Ended |
| |||||||||||||||||||||
|
| September 30, |
|
| September 30, |
|
| September 30, |
| September 30, |
| |||||||||||||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
|
| 2021 |
|
| 2020 |
| 2021 |
|
| 2020 |
| |||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Research |
| $ | 72,813 |
|
| $ | 74,548 |
|
| $ | 219,230 |
|
| $ | 219,436 |
|
| $ | 79,876 |
|
| $ | 74,445 |
|
| $ | 235,846 |
|
| $ | 223,746 |
|
Consulting |
|
| 34,633 |
|
|
| 32,619 |
|
|
| 102,980 |
|
|
| 98,422 |
|
| 37,393 |
|
|
| 33,001 |
|
|
| 116,903 |
|
|
| 98,464 |
| |
Events |
|
| 1,131 |
|
|
| 1,429 |
|
|
| 6,253 |
|
|
| 19,570 |
|
|
| 867 |
|
|
| 1,131 |
|
|
| 7,838 |
|
|
| 6,253 |
|
Total revenues |
|
| 108,577 |
|
|
| 108,596 |
|
|
| 328,463 |
|
|
| 337,428 |
|
|
| 118,136 |
|
|
| 108,577 |
|
|
| 360,587 |
|
|
| 328,463 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cost of services and fulfillment |
|
| 46,125 |
|
|
| 44,929 |
|
|
| 133,442 |
|
|
| 146,610 |
|
| 49,836 |
|
|
| 46,125 |
|
|
| 149,571 |
|
|
| 133,442 |
| |
Selling and marketing |
|
| 42,209 |
|
|
| 41,605 |
|
|
| 121,599 |
|
|
| 127,655 |
|
| 41,340 |
|
|
| 42,209 |
|
|
| 123,175 |
|
|
| 121,599 |
| |
General and administrative |
|
| 12,475 |
|
|
| 13,533 |
|
|
| 35,936 |
|
|
| 39,944 |
|
| 14,383 |
|
|
| 12,475 |
|
|
| 41,895 |
|
|
| 35,936 |
| |
Depreciation |
|
| 2,544 |
|
|
| 2,121 |
|
|
| 7,398 |
|
|
| 6,310 |
|
| 2,342 |
|
|
| 2,544 |
|
|
| 6,887 |
|
|
| 7,398 |
| |
Amortization of intangible assets |
|
| 4,722 |
|
|
| 5,654 |
|
|
| 14,147 |
|
|
| 16,963 |
|
| 3,696 |
|
|
| 4,722 |
|
|
| 11,567 |
|
|
| 14,147 |
| |
Acquisition and integration costs |
|
| 328 |
|
|
| 2,394 |
|
|
| 3,815 |
|
|
| 7,848 |
| ||||||||||||||||
Integration costs |
|
| 0 |
|
|
| 328 |
|
|
| 334 |
|
|
| 3,815 |
| ||||||||||||||||
Total operating expenses |
|
| 108,403 |
|
|
| 110,236 |
|
|
| 316,337 |
|
|
| 345,330 |
|
|
| 111,597 |
|
|
| 108,403 |
|
|
| 333,429 |
|
|
| 316,337 |
|
Income (loss) from operations |
|
| 174 |
|
|
| (1,640 | ) |
|
| 12,126 |
|
|
| (7,902 | ) | ||||||||||||||||
Income from operations |
| 6,539 |
|
|
| 174 |
|
|
| 27,158 |
|
|
| 12,126 |
| |||||||||||||||||
Interest expense |
|
| (1,259 | ) |
|
| (1,904 | ) |
|
| (4,104 | ) |
|
| (6,341 | ) |
| (1,056 | ) |
|
| (1,259 | ) |
|
| (3,251 | ) |
|
| (4,104 | ) | |
Other income (expense), net |
|
| (274 | ) |
|
| 127 |
|
|
| (165 | ) |
|
| (229 | ) | ||||||||||||||||
Gain (loss) on investments, net |
|
| — |
|
|
| (17 | ) |
|
| 2,365 |
|
|
| (61 | ) | ||||||||||||||||
Other expense, net |
| (195 | ) |
|
| (274 | ) |
|
| (866 | ) |
|
| (165 | ) | |||||||||||||||||
Gain on investments, net |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 2,365 |
| ||||||||||||||||
Income (loss) before income taxes |
|
| (1,359 | ) |
|
| (3,434 | ) |
|
| 10,222 |
|
|
| (14,533 | ) |
| 5,288 |
|
|
| (1,359 | ) |
|
| 23,041 |
|
|
| 10,222 |
| |
Income tax expense (benefit) |
|
| 2,401 |
|
|
| (735 | ) |
|
| 2,658 |
|
|
| (73 | ) | ||||||||||||||||
Income tax expense |
|
| 766 |
|
|
| 2,401 |
|
|
| 6,220 |
|
|
| 2,658 |
| ||||||||||||||||
Net income (loss) |
| $ | (3,760 | ) |
| $ | (2,699 | ) |
| $ | 7,564 |
|
| $ | (14,460 | ) |
| $ | 4,522 |
|
| $ | (3,760 | ) |
| $ | 16,821 |
|
| $ | 7,564 |
|
Basic income (loss) per common share |
| $ | (0.20 | ) |
| $ | (0.15 | ) |
| $ | 0.40 |
|
| $ | (0.78 | ) |
| $ | 0.24 |
|
| $ | (0.20 | ) |
| $ | 0.88 |
|
| $ | 0.40 |
|
Diluted income (loss) per common share |
| $ | (0.20 | ) |
| $ | (0.15 | ) |
| $ | 0.40 |
|
| $ | (0.78 | ) |
| $ | 0.23 |
|
| $ | (0.20 | ) |
| $ | 0.87 |
|
| $ | 0.40 |
|
Basic weighted average common shares outstanding |
|
| 18,872 |
|
|
| 18,546 |
|
|
| 18,779 |
|
|
| 18,448 |
|
|
| 19,134 |
|
|
| 18,872 |
|
|
| 19,107 |
|
|
| 18,779 |
|
Diluted weighted average common shares outstanding |
|
| 18,872 |
|
|
| 18,546 |
|
|
| 18,873 |
|
|
| 18,448 |
|
|
| 19,388 |
|
|
| 18,872 |
|
|
| 19,351 |
|
|
| 18,873 |
|
The accompanying notes are an integral part of these consolidated financial statements.
4
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands, unaudited)
| Three Months Ended |
|
| Nine Months Ended |
| Three Months Ended |
| Nine Months Ended |
| |||||||||||||||||||||
| September 30, |
|
| September 30, |
| September 30, |
| September 30, |
| |||||||||||||||||||||
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| |||||||||||
Net income (loss) | $ | (3,760 | ) |
| $ | (2,699 | ) |
| $ | 7,564 |
|
| $ | (14,460 | ) | $ | 4,522 |
|
| $ | (3,760 | ) |
| $ | 16,821 |
|
| $ | 7,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other comprehensive income (loss), net of taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
| ||||||||||||||||||||||
Foreign currency translation |
| 2,577 |
|
|
| (1,614 | ) |
|
| 1,542 |
|
|
| (1,450 | ) |
| (1,508 | ) |
|
| 2,577 |
|
|
| (3,086 | ) |
|
| 1,542 |
|
Net change in fair value of interest rate swap |
| 205 |
|
|
| — |
|
|
| (931 | ) |
|
| — |
| |||||||||||||||
Net change in market value of investments |
| (4 | ) |
|
| 0 |
|
|
| (4 | ) |
|
| 0 |
| |||||||||||||||
Net change in market value of interest rate swap |
| 128 |
|
|
| 205 |
|
|
| 457 |
|
|
| (931 | ) | |||||||||||||||
Other comprehensive income (loss) |
| 2,782 |
|
|
| (1,614 | ) |
|
| 611 |
|
|
| (1,450 | ) |
| (1,384 | ) |
|
| 2,782 |
|
|
| (2,633 | ) |
|
| 611 |
|
Comprehensive income (loss) | $ | (978 | ) |
| $ | (4,313 | ) |
| $ | 8,175 |
|
| $ | (15,910 | ) | $ | 3,138 |
|
| $ | (978 | ) |
| $ | 14,188 |
|
| $ | 8,175 |
|
The accompanying notes are an integral part of these consolidated financial statements.
5
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| Nine Months Ended |
| Nine Months Ended |
| ||||||||||
| September 30, |
| September 30, |
| ||||||||||
| 2020 |
|
| 2019 |
| 2021 |
| 2020 |
| |||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
| |||
Net income (loss) | $ | 7,564 |
|
| $ | (14,460 | ) | |||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
| |||||||
Net income | $ | 16,821 |
|
| $ | 7,564 |
| |||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| |||||||||
Depreciation |
| 7,398 |
|
|
| 6,310 |
|
| 6,887 |
|
|
| 7,398 |
|
Impairment of property and equipment |
| 626 |
|
|
| — |
|
| 0 |
|
|
| 626 |
|
Amortization of intangible assets |
| 14,147 |
|
|
| 16,963 |
|
| 11,567 |
|
|
| 14,147 |
|
Net (gains) losses from investments |
| (2,365 | ) |
|
| 61 |
| |||||||
Net gains from investments |
| 0 |
|
|
| (2,365 | ) | |||||||
Deferred income taxes |
| (1,600 | ) |
|
| (9,257 | ) |
| (2,157 | ) |
|
| (1,600 | ) |
Stock-based compensation |
| 7,964 |
|
|
| 8,605 |
|
| 7,351 |
|
|
| 7,964 |
|
Operating lease right-of-use asset amortization and impairments |
| 10,525 |
|
|
| 9,647 |
| |||||||
Operating lease right-of-use assets amortization and impairments |
| 8,742 |
|
|
| 10,525 |
| |||||||
Amortization of deferred financing fees |
| 736 |
|
|
| 720 |
|
| 703 |
|
|
| 736 |
|
Amortization of premium on investments |
| 25 |
|
|
| 0 |
| |||||||
Foreign currency losses |
| 277 |
|
|
| 524 |
|
| 1,033 |
|
|
| 277 |
|
Changes in assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
| |||||||
Changes in assets and liabilities: |
|
|
|
| ||||||||||
Accounts receivable |
| 30,226 |
|
|
| 33,384 |
|
| 31,052 |
|
|
| 30,226 |
|
Deferred commissions |
| 5,916 |
|
|
| 2,036 |
|
| 5,562 |
|
|
| 5,916 |
|
Prepaid expenses and other current assets |
| 1,693 |
|
|
| (610 | ) |
| (3,394 | ) |
|
| 1,693 |
|
Accounts payable |
| 1,183 |
|
|
| 828 |
|
| 64 |
|
|
| 1,183 |
|
Accrued expenses and other liabilities |
| (22,481 | ) |
|
| (6,550 | ) |
| (6,870 | ) |
|
| (22,481 | ) |
Deferred revenue |
| (23,554 | ) |
|
| 6,532 |
|
| 16,132 |
|
|
| (23,554 | ) |
Operating lease liabilities |
| (9,056 | ) |
|
| (9,111 | ) |
| (8,526 | ) |
|
| (9,056 | ) |
Net cash provided by operating activities |
| 29,199 |
|
|
| 45,622 |
|
| 84,992 |
|
|
| 29,199 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
| |||
Acquisitions, net of cash acquired |
| — |
|
|
| (237,684 | ) | |||||||
Purchases of property and equipment |
| (7,279 | ) |
|
| (8,362 | ) |
| (9,845 | ) |
|
| (7,279 | ) |
Purchases of marketable investments |
| (18,549 | ) |
|
| 0 |
| |||||||
Proceeds from maturities of marketable investments |
| 1,500 |
|
|
| — |
| |||||||
Other investing activity |
| 4,335 |
|
|
| 29 |
|
| 44 |
|
|
| 4,335 |
|
Net cash used in investing activities |
| (2,944 | ) |
|
| (246,017 | ) |
| (26,850 | ) |
|
| (2,944 | ) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
| |||
Proceeds from borrowings, net of costs |
| — |
|
|
| 171,275 |
| |||||||
Payments on borrowings |
| (21,031 | ) |
|
| (40,688 | ) |
| (9,375 | ) |
|
| (21,031 | ) |
Payment of debt issuance costs |
| — |
|
|
| (857 | ) | |||||||
Repurchases of common stock |
| (10,646 | ) |
|
| — |
| |||||||
Deferred acquisition payments |
| (1,064 | ) |
|
| (2,802 | ) |
| — |
|
|
| (1,064 | ) |
Proceeds from issuance of common stock under employee equity incentive plans |
| 3,514 |
|
|
| 5,589 |
|
| 7,840 |
|
|
| 3,514 |
|
Taxes paid related to net share settlements of stock-based compensation awards |
| (2,876 | ) |
|
| (2,232 | ) |
| (3,347 | ) |
|
| (2,876 | ) |
Net cash provided by (used in) financing activities |
| (21,457 | ) |
|
| 130,285 |
| |||||||
Net cash used in financing activities |
| (15,528 | ) |
|
| (21,457 | ) | |||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
| (580 | ) |
|
| (1,212 | ) |
| (1,464 | ) |
|
| (580 | ) |
Net change in cash, cash equivalents and restricted cash |
| 4,218 |
|
|
| (71,322 | ) |
| 41,150 |
|
|
| 4,218 |
|
Cash, cash equivalents and restricted cash, beginning of period |
| 69,192 |
|
|
| 140,296 |
|
| 90,652 |
|
|
| 69,192 |
|
Cash, cash equivalents and restricted cash, end of period | $ | 73,410 |
|
| $ | 68,974 |
| $ | 131,802 |
|
| $ | 73,410 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
| |||
Cash paid for interest | $ | 3,385 |
|
| $ | 5,466 |
| $ | 2,532 |
| $ | 3,385 |
| |
Cash paid for income taxes | $ | 2,338 |
|
| $ | 3,305 |
| $ | 7,366 |
|
| $ | 2,338 |
|
Non-cash financing activities for the nine months ended September 30, 2019 include $3.7 million of debt issuance costs deducted directly from the proceeds of borrowings by the lender. Refer to Note 4 – Debt for further information.
The accompanying notes are an integral part of these consolidated financial statements.
6
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 — Interim Consolidated Financial Statements
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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 GAAP. 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, 2019.2020. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the financial position, results of operations, comprehensive income (loss), 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, 20202021 may not be indicative of the results for the year ending December 31, 2020,2021, or any other period.
Reclassification
Due toEffective for the Company’s operating segment realignment duringfirst quarter of 2021, the three months ended June 30, 2020,Company modified its key metrics, as further described in Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations. As part of these changes, beginning January 1, 2021, the revenueCompany is classifying all components of its subscription research products within the Research revenues financial statement line items inon the Consolidated Statements of OperationsOperations. In prior periods, the separate advisory session performance obligations included in any of the Company’s subscription research products were updated to present Events revenues as a separate financial statement line. In the prior presentation, Events revenues were combinedclassified within the “Advisory services and events revenues”Consulting revenues financial statement line. Prior periods have been reclassified to conform to the current period presentation. These reclassificationspresentation which resulted in approximately $1.6 million and $4.5 million of revenue being reclassified from Consulting revenues to Research revenues during the three and nine months ended September 30, 2020, respectively. This reclassification had no0 impact on the amount of total revenues previously reported.
Liquidity and Impact of COVID-19
The COVID-19 pandemic has significantly affected the Company beginning in March 2020 primarily through lower contract bookings and a reduction in revenues from the conversion of the Company’s events from in-person to virtual events. The Company had previously announced that its events for the remainder of 2020 will be held as virtual events. While the duration and severity of this pandemic is uncertain, the Company currently expects the reduction in its subscription Research, Connect and Analytics revenues to continue during the fourth quarter of 2020 due to reduced customer contract booking activity that began in March 2020 and continued into the third quarter of 2020. The extent to which the COVID-19 pandemic ultimately impacts the Company’s business, financial condition, results of operations, cash flows, and liquidity may differ from the Company’s current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
The Company has implemented several cost-reduction measures that include reductions to travel, new hiring, and employee incentive compensation programs. The Company will continue to proactively respond to the situation and may take further actions that alter the Company’s business operations as may be required by governmental authorities, or that the Company determines are in the best interests of its employees and customers.
As of September 30, 2020, the Company is in compliance with its financial covenants under its Credit Agreement (refer to Note 4 – Debt). The Company currently forecasts that it will be in compliance with its financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the measures noted above. If the impact of COVID-19 is more severe than currently forecasted this may impact the Company’s ability to comply with its financial covenants which could have a material adverse effect on the Company.
The Company assessed certain accounting estimates that generally require consideration of forecasted financial information in context with the information reasonably available to it and the unknown future impacts COVID-19 as of September 30, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the allowance for expected credit losses, the carrying value of its goodwill and other long-lived assets, valuation allowances for tax assets, and revenue recognition. While there was not a material impact to the consolidated financial statements resulting from the Company’s assessments as of and for the three and nine months ended September 30, 2020, the Company’s future assessment of its current expectations of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to its consolidated financial statements in future reporting periods.
Presentation of Restricted Cash
The following table summarizes the end-of-period cash and cash equivalents from the Company's Consolidated Balance Sheets and the total cash, cash equivalents and restricted cash as presented inon the accompanying Consolidated Statements of Cash Flows (in thousands).
| Nine Months Ended September 30, |
| |||||
| 2021 |
|
| 2020 |
| ||
Cash and cash equivalents | $ | 129,332 |
|
| $ | 73,027 |
|
Restricted cash classified in (1): |
|
|
|
|
| ||
Prepaid expenses and other current assets |
| 215 |
|
|
| 345 |
|
Other assets |
| 2,255 |
|
|
| 38 |
|
Cash, cash equivalents and restricted cash shown in statement of cash flows | $ | 131,802 |
|
| $ | 73,410 |
|
| Nine Months Ended September 30, |
| |||||
| 2020 |
|
| 2019 |
| ||
Cash and cash equivalents | $ | 73,027 |
|
| $ | 67,629 |
|
Restricted cash classified in (1): |
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
| 345 |
|
|
| 717 |
|
Other assets |
| 38 |
|
|
| 628 |
|
Cash, cash equivalents and restricted cash shown in statement of cash flows | $ | 73,410 |
|
| $ | 68,974 |
|
|
|
Adoption of New Accounting Pronouncements
In June 2016,The Company adopted the guidance in the Financial Accounting Standards BoardBoard’s (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes on January 1, 2021. The standard provides guidance to simplify the accounting for income taxes in certain areas, changes the accounting for select income tax transactions, and makes other minor improvements. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“Topic 326”). The standard amends the existing financial instrument incurred loss impairment model by requiring entities to use a forward-looking approach based on expected losses and to consider a broader range of reasonable and
7
supportable information to estimate credit losses on certain types of financial instruments, including trade receivables. On January 1, 2020, the Company adopted the standard using the modified retrospective method in which prior periods are not adjusted, and recorded a cumulative effect adjustment of $0.2$0.2 million to decrease retained earnings. Expected losses are based, in part, on the Company’s historical loss rate experience as well as management’s expectations of future losses as informed by current economic conditions.
The allowance for expected credit losses on accounts receivable for the nine months ended September 30, 2020 is summarized as follows (in thousands):
| Total Allowance |
| |
Balance at December 31, 2019 | $ | 628 |
|
Cumulative effect adjustment of adopting Topic 326 |
| 218 |
|
Provision for expected credit losses |
| 591 |
|
Write-offs |
| (637 | ) |
Translation adjustments |
| (4 | ) |
Balance at September 30, 2020 | $ | 796 |
|
The Company adopted the guidance in ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment on January 1, 2020.2020. The new standard simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and requires that instead, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The adoption of this standard did not impact the Company’s financial position or results of operations.
The Company adopted the guidance in ASU No. 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement on January 1, 2020. The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including changes to fair value transfers and Level 3 fair value measurements. Changes required upon adoption of this standard are included in Note 8 – Fair Value Measurements and did not impact the Company’s financial position or results of operations.
The Company adopted the guidance in ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract on January 1, 2020. The new standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The new standard provides guidance to simplify the accounting for income taxes in certain areas, changes the accounting for select income tax transactions, and makes other minor improvements. The new standard will be effective for the Company on January 1, 2021. The Company is currently evaluating the potential impact that this standard may have on its financial position and results of operations.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Finance Reporting. The new standard provides optional guidance for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting due to the risk of cessation of the London Interbank Offered Rate (“LIBOR”). The updates apply to contracts, hedging relationships, and other transactions that reference LIBOR, or another reference rate expected to be discontinued because of reference rate reform, and as a result require a modification. An entity may elect to apply the amendments immediately or at any point through December 31, 2022. The Company is currently evaluating the potential impact thatadoption of this standard maywill not have a material impact on itsthe Company’s financial position andor results of operations includingas the standard’s potential impactCompany's only interest rate swap, which is based on any contractual changes inLIBOR, will terminate prior to the future that may result from reference rate reform.cessation of LIBOR.
Note 2 — AcquisitionsMarketable Investments
Forrester accounts for business combinationsThe following table summarizes the Company’s marketable investments (in thousands):
|
| As of September 30, 2021 |
| |||||||||||||
|
|
|
|
| Gross |
|
| Gross |
|
|
|
| ||||
|
| Amortized |
|
| Unrealized |
|
| Unrealized |
|
| Market |
| ||||
|
| Cost |
|
| Gains |
|
| Losses |
|
| Value |
| ||||
Corporate obligations |
| $ | 17,024 |
|
| $ | 0 |
|
| $ | (6 | ) |
| $ | 17,018 |
|
Total |
| $ | 17,024 |
|
| $ | 0 |
|
| $ | (6 | ) |
| $ | 17,018 |
|
Realized gains and losses on investments are included in accordance withearnings and are determined using the acquisition method of accounting as prescribed by Accounts Standards Codification (“ASC”) Topic 805, specific identification method. There were Business Combinations0 (“Topic 805”). The acquisition method of accounting requires realized gains or losses on the Company to record the assets and liabilities acquired based on their estimated fair values assale of the acquisition date, with any excess ofCompany’s marketable investments during the consideration transferred over the estimated fair value of the net assets acquired, including identifiable intangible assets, to be recorded to goodwill. The Company did not have any business combinations during thethree and nine months ended September 30, 2020.2021.
SiriusDecisions, Inc.
On January 3, 2019, Forrester acquired 100%The following table summarizes the maturity periods of the issued and outstanding shares of SiriusDecisions, Inc. (“SiriusDecisions”), a privately-held company basedmarketable investments in Wilton, Connecticut with approximately 350 employees globally. SiriusDecisions equips business-to-business (B2B) sales, marketing, and product leaders with the actionable research, frameworks, tools, operational benchmarks and expert advice they need to maximize performance and drive alignment. The acquisition creates several opportunities for the Company, including cross-selling services to the Company’s respective client bases, extending SiriusDecisions’ platform, methodologies, data,portfolio as of September 30, 2021 (in thousands).
|
| FY 2021 |
|
| FY 2022 |
|
| FY 2023 |
|
| Total |
| ||||
Corporate obligations |
| $ | 1,500 |
|
| $ | 11,471 |
|
| $ | 4,047 |
|
| $ | 17,018 |
|
Total |
| $ | 1,500 |
|
| $ | 11,471 |
|
| $ | 4,047 |
|
| $ | 17,018 |
|
8
The following table shows the gross unrealized losses and best-practices tools into new roles, and accelerating international and industry growth. The acquisitionmarket value of SiriusDecisions was determinedthe Company’s available-for-sale securities with unrealized losses that are not deemed to be an acquisitionother-than-temporary, aggregated by investment category and length of time that individual securities have been in a business under the provisions of Topic 805.continuous unrealized loss position (in thousands):
|
| As of September 30, 2021 |
| |||||||||||||
|
| Less Than 12 Months |
|
| 12 Months or Greater |
| ||||||||||
|
| Market |
|
| Unrealized |
|
| Market |
|
| Unrealized |
| ||||
|
| Value |
|
| Losses |
|
| Value |
|
| Losses |
| ||||
Corporate obligations |
| $ | 15,640 |
|
| $ | 6 |
|
| $ | 0 |
|
| $ | 0 |
|
Total |
| $ | 15,640 |
|
| $ | 6 |
|
| $ | 0 |
|
| $ | 0 |
|
Pursuant to the terms of the merger agreement, the Company paid $246.8 million at closing after certain transaction expense adjustments, which was subject to a working capital adjustment.
SiriusDecisions’ operating results are reported within the Company’s Research, Consulting and Events segments. During the year ended December 31, 2019, the Company finalized the purchase price allocation and related accounting for the acquisition.
The Company recognized $1.7 million of acquisition costs in the nine months ended September 30, 2019 related to the SiriusDecisions acquisition. The costs primarily consisted of investment banker fees and other professional services costs and are included in acquisition and integration costs within the Consolidated Statements of Operations.
Note 3 — Goodwill and Other Intangible Assets
Goodwill
The change inGoodwill represents the carrying amountexcess of goodwill for the nine months ended September 30, 2020purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Goodwill is summarized as follows (in thousands):
| Total |
| |
Balance at December 31, 2019 | $ | 243,895 |
|
Translation adjustments |
| 1,095 |
|
Balance at September 30, 2020 | $ | 244,990 |
|
The Company assesses goodwillnot amortized; however, it is required to be tested for impairment annually, on November 30, orwhich requires assessment of the potential impairment at the reporting unit level. Testing for impairment is also required on an interim basis if an event or circumstance indicates it is more likely than not an impairment loss has been incurred.
The Company performed its annual impairment testing as of November 30, 2020 utilizing a specificqualitative assessment to determine if it was more likely than not that the fair values of each of its reporting units was less than their respective carrying values and concluded that 0 impairments existed. Subsequent to completing the annual test and through September 30, 2021, there were no events or circumstances that required an interim impairment may exist. As a resulttest. Accordingly, as of the Company’s segment realignments during the first half of 2020 (refer to Note 14 – Operating Segments for additional information),September 30, 2021, the Company performed qualitative assessments ofhad 0 accumulated goodwill for all reporting units immediately prior to and after the reporting unit changes and concluded 0 impairment existed.losses. Approximately $8.0$8.2 millionof goodwill is allocated to the Company’s Consulting reporting unit, which hashad a negative carrying value as of the date of the last test.
The change in the carrying amount of goodwill for the nine months ended September 30, 2020.2021 is summarized as follows (in thousands):
| Total |
| |
Balance at December 31, 2020 | $ | 247,211 |
|
Translation adjustments |
| (1,999 | ) |
Balance at September 30, 2021 | $ | 245,212 |
|
As of September 30, 2020, the Company had 0 accumulated goodwill impairment losses.
Finite-Lived Intangible Assets
The carrying values of finite-lived intangible assets are as follows (in thousands):
| September 30, 2021 |
| |||||||||
| Gross |
|
|
|
|
| Net |
| |||
| Carrying |
|
| Accumulated |
|
| Carrying |
| |||
| Amount |
|
| Amortization |
|
| Amount |
| |||
Amortizable intangible assets: |
|
|
|
|
|
|
|
| |||
Customer relationships | $ | 78,371 |
|
| $ | 23,665 |
|
| $ | 54,706 |
|
Technology |
| 16,772 |
|
|
| 12,426 |
|
|
| 4,346 |
|
Trademarks |
| 12,467 |
|
|
| 5,259 |
|
|
| 7,208 |
|
Total | $ | 107,610 |
|
| $ | 41,350 |
|
| $ | 66,260 |
|
| December 31, 2020 |
| |||||||||
| Gross |
|
|
|
|
| Net |
| |||
| Carrying |
|
| Accumulated |
|
| Carrying |
| |||
| Amount |
|
| Amortization |
|
| Amount |
| |||
Amortizable intangible assets: |
|
|
|
|
|
|
|
| |||
Customer relationships | $ | 78,450 |
|
| $ | 17,277 |
|
| $ | 61,173 |
|
Technology |
| 16,956 |
|
|
| 10,197 |
|
|
| 6,759 |
|
Trademarks |
| 12,495 |
|
|
| 2,432 |
|
|
| 10,063 |
|
Total | $ | 107,901 |
|
| $ | 29,906 |
|
| $ | 77,995 |
|
9
| September 30, 2020 |
| |||||||||
| Gross |
|
|
|
|
|
| Net |
| ||
| Carrying |
|
| Accumulated |
|
| Carrying |
| |||
| Amount |
|
| Amortization |
|
| Amount |
| |||
Amortizable intangible assets |
|
|
|
|
|
|
|
|
|
|
|
Customer relationships | $ | 109,977 |
|
| $ | 46,699 |
|
| $ | 63,278 |
|
Technology |
| 16,815 |
|
|
| 9,326 |
|
|
| 7,489 |
|
Backlog |
| 13,000 |
|
|
| 11,375 |
|
|
| 1,625 |
|
Trademarks |
| 12,474 |
|
|
| 1,480 |
|
|
| 10,994 |
|
Total | $ | 152,266 |
|
| $ | 68,880 |
|
| $ | 83,386 |
|
| December 31, 2019 |
| |||||||||
| Gross |
|
|
|
|
|
| Net |
| ||
| Carrying |
|
| Accumulated |
|
| Carrying |
| |||
| Amount |
|
| Amortization |
|
| Amount |
| |||
Amortizable intangible assets |
|
|
|
|
|
|
|
|
|
|
|
Customer relationships | $ | 109,825 |
|
| $ | 40,169 |
|
| $ | 69,656 |
|
Technology |
| 16,661 |
|
|
| 7,051 |
|
|
| 9,610 |
|
Backlog |
| 13,000 |
|
|
| 6,500 |
|
|
| 6,500 |
|
Trademarks |
| 12,451 |
|
|
| 854 |
|
|
| 11,597 |
|
Total | $ | 151,937 |
|
| $ | 54,574 |
|
| $ | 97,363 |
|
Estimated intangible asset amortization expense for each of the five succeeding years is as follows (in thousands):
2021 (remainder) | $ | 3,560 |
|
2022 |
| 13,184 |
|
2023 |
| 11,942 |
|
2024 |
| 9,899 |
|
2025 |
| 8,879 |
|
Thereafter |
| 18,796 |
|
Total | $ | 66,260 |
|
2020 (remainder) | $ | 4,720 |
|
2021 |
| 12,380 |
|
2022 |
| 11,042 |
|
2023 |
| 10,862 |
|
2024 |
| 9,751 |
|
Thereafter |
| 34,631 |
|
Total | $ | 83,386 |
|
Note 4 — Debt
In connection with the acquisition of SiriusDecisions, onOn January 3, 2019, (the “Closing Date”) the Company entered into a $200.0$200.0 million credit agreement (the “Credit Agreement”). The Credit Agreement provides for: (1) senior secured term loans in an aggregate principal amount of $125.0$125.0 million (the “Term Loans”) and (2) a senior secured revolving credit facility in an aggregate principal amount of $75.0$75.0 million (the “Revolving Credit Facility”). On the Closing Date, the full $125.0 million of the Term Loans and $50.0 million of the Revolving Credit Facility were used to finance a portion of the acquisition of SiriusDecisions and to pay certain fees, costs and expenses incurred in connection with the acquisition and the Credit Agreement. The Credit Agreement is scheduled to mature on January 3, 2024.2024.
The Credit Agreement permits the Company to borrow incremental term loans and/or increase commitments under the Revolving Credit Facility in an aggregate principal amount up to $50.0$50.0 million, subject to approval by the administrative agent and certain customary terms and conditions.
The Term Loans and Revolving Credit Facility can be repaid early, in part or in whole, at any time and from time to time, without premium or penalty, other than customary breakage reimbursement requirements for LIBOR based loans. The Term Loans must be prepaid with net cash proceeds of (i) certain debt incurred or issued by Forrester and its restricted subsidiaries and (ii) certain asset sales and condemnation or casualty events, subject to certain reinvestment rights.
Amounts borrowed under the Credit Agreement 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%1.75% and 2.50%2.50% based on Forrester’s consolidated total leverage ratio, or (ii) the alternate base rate plus a margin that is between 0.75%0.75% and 1.50%1.50% based on Forrester’s consolidated total leverage ratio. In addition, the Company pays a commitment fee that is between 0.25%0.25% and 0.35%0.35% per annum, based on Forrester’s consolidated total leverage ratio, on the average daily unused portion of the Revolving Credit Facility, payable quarterly, in arrears.
The Term Loans require repayment of the outstanding principal balance in quarterly installments each year, with the balance repayable on the maturity date, subject to customary exceptions. As of September 30, 2020,2021, the amount payable in each year is set forth in the table below (in thousands):
2021 (remainder) |
| 3,125 |
|
2022 |
| 12,500 |
|
2023 |
| 15,625 |
|
2024 |
| 68,750 |
|
Total remaining principal payments | $ | 100,000 |
|
2020 (remainder) | $ | 2,344 |
|
2021 |
| 12,500 |
|
2022 |
| 12,500 |
|
2023 |
| 15,625 |
|
2024 |
| 68,750 |
|
Total remaining principal payments | $ | 111,719 |
|
The Revolving Credit Facility does not require repayment prior to maturity, subject to customary exceptions. In addition to financingThe Company has $74.1 million of available borrowing capacity on the acquisition, proceedsRevolving Credit Facility (not including the expansion feature) as of September 30, 2021. Proceeds from the Revolving Credit Facility can also be used towards working capital and general corporate purposes. Up to $5.0$5.0 million of the Revolving Credit Facility is available for the issuance of letters of credit, and any drawings under the letters of credit must be reimbursed within one business day. As of September 30, 20202021, $, $0.90.9 million in letters of credit were issued under the Revolving Credit Facility.
Forrester incurred $$1.8 million in costs related to the Revolving Credit Facility, which are recorded in other assets on the Consolidated Balance Sheets. These costs are being amortized as interest expense on the Consolidated Statements of Operations on a straight-line basis over the five-year term of the Revolving Credit Facility. Forrester incurred $2.8$2.8 million in costs related to the Term Loans, which are recorded as a reduction to the face value of long-term debt on the Consolidated Balance Sheets. These costs are being amortized as interest expense on the Consolidated Statements of Operations utilizing the effective interest rate method.
10
Outstanding Borrowings
The following table summarizes the Company’s total outstanding borrowings as of the dates indicated (in thousands):
Description: |
| September 30, 2021 |
|
| December 31, 2020 |
| ||
Principal amount outstanding (1) (2) |
| $ | 100,000 |
|
| $ | 109,375 |
|
Less: Deferred financing fees |
|
| (1,136 | ) |
|
| (1,576 | ) |
Net carrying amount |
| $ | 98,864 |
|
| $ | 107,799 |
|
Description: |
| September 30, 2020 |
|
| December 31, 2019 |
| ||
Term loan facility (1) |
| $ | 111,719 |
|
| $ | 118,750 |
|
Revolving credit facility (2) |
|
| — |
|
|
| 14,000 |
|
Principal amount outstanding (3) |
|
| 111,719 |
|
|
| 132,750 |
|
Less: Deferred financing fees |
|
| (1,732 | ) |
|
| (2,205 | ) |
Net carrying amount |
| $ | 109,987 |
|
| $ | 130,545 |
|
|
|
|
|
|
|
The Credit Agreement contains certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio and minimum fixed charge coverage ratio. The maximum leverage ratio is based on total debt outstanding at the measurement date divided by EBITDA (as defined in the Credit Agreement) and the fixed charge coverage ratio is based upon EBITDA (as defined in the Credit Agreement), less capital expenditures, as a ratio to certain fixed charges, including Term Loan amortization, cash interest expense and cash taxes. The negative covenants limit, subject to various exceptions, the Company’s ability to incur additional indebtedness, create liens on assets, merge, consolidate, liquidate or dissolve any part of the Company, sell assets, pay dividends or other payments in respect to capital stock, change fiscal year, or enter into certain transactions with affiliates and subsidiaries. The Credit Agreement also contains customary events of default, representations, and warranties.
As of September 30, 2020,2021, the Company is in compliance with its financial covenants under the Credit Agreement. The Company currently forecasts that it will be in compliance with its financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the cost-reduction measures implemented during the first quarter of the year. If the impact of COVID-19 is more severe than currently forecasted this may impact the Company’s ability to comply with its financial covenants, and it is not certain that the Company would be able to renegotiate the terms of the Credit Agreement in order to provide relief related to the financial covenants. If the Company were unable to meet its financial covenants and then were unable to renegotiate the terms of its financial covenants, all debt outstanding under the Credit Agreement could become immediately due and payable. statements.
All obligations under the Credit Agreement are unconditionally guaranteed by each of the Company’s existing and future, direct and indirect material wholly-owned domestic subsidiaries, other than certain excluded subsidiaries, and are collateralized by a first priority lien on substantially all tangible and intangible assets including intellectual property and all of the capital stock of the Company and its subsidiaries (limited to 65%65% of the voting equity of certain subsidiaries).
Note 5 — Leases
All of the Company’s leases are operating leases, the majority of which are for office space. Operating lease right-of-use (“ROU”) assets and non-current operating lease liabilities are included as individual line items on the Consolidated Balance Sheets, while short-term operating lease liabilities are recorded within accrued expenses and other current liabilities. Leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheets and are not material.
The components of lease expense were as follows (in thousands):
|
| For the Three Months Ended September 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Operating lease cost |
| $ | 3,999 |
|
| $ | 4,114 |
|
Short-term lease cost |
|
| 120 |
|
|
| 81 |
|
Variable lease cost |
|
| 1,472 |
|
|
| 1,539 |
|
Sublease income |
|
| (192 | ) |
|
| (65 | ) |
Total lease cost |
| $ | 5,399 |
|
| $ | 5,669 |
|
|
| For the Nine Months Ended September 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Operating lease cost |
| $ | 11,881 |
|
| $ | 12,049 |
|
Short-term lease cost |
|
| 306 |
|
|
| 245 |
|
Variable lease cost |
|
| 4,187 |
|
|
| 4,555 |
|
Sublease income |
|
| (358 | ) |
|
| (190 | ) |
Total lease cost |
| $ | 16,016 |
|
| $ | 16,659 |
|
11
| For the Three Months Ended September 30, |
| |||||
| 2020 |
|
| 2019 |
| ||
Operating lease cost | $ | 4,114 |
|
| $ | 3,851 |
|
Short-term lease cost |
| 81 |
|
|
| 80 |
|
Variable lease cost |
| 1,539 |
|
|
| 1,197 |
|
Sublease income |
| (65 | ) |
|
| (54 | ) |
Total lease cost | $ | 5,669 |
|
| $ | 5,074 |
|
|
|
|
|
|
|
|
|
| For the Nine Months Ended September 30, |
| |||||
| 2020 |
|
| 2019 |
| ||
Operating lease cost | $ | 12,049 |
|
| $ | 11,215 |
|
Short-term lease cost |
| 245 |
|
|
| 420 |
|
Variable lease cost |
| 4,555 |
|
|
| 3,888 |
|
Sublease income |
| (190 | ) |
|
| (121 | ) |
Total lease cost | $ | 16,659 |
|
| $ | 15,402 |
|
Additional lease information is summarized in the following table (in thousands, except lease term and discount rate):
|
| For the Nine Months Ended September 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Cash paid for amounts included in the measurement of operating |
| $ | 8,526 |
|
| $ | 9,056 |
|
Operating lease ROU assets obtained in exchange for lease |
| $ | 7,505 |
|
| $ | 16,117 |
|
Weighted-average remaining lease term - operating leases (years) |
|
| 6.1 |
|
|
| 6.6 |
|
Weighted-average discount rate - operating leases |
|
| 4.3 | % |
|
| 4.6 | % |
| For the Nine Months Ended September 30, |
| |||||
| 2020 |
|
| 2019 |
| ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ | 9,056 |
|
| $ | 9,111 |
|
Operating lease right-of-use assets obtained in exchange for lease obligations | $ | 16,117 |
|
| $ | 17,770 |
|
Weighted-average remaining lease term - operating leases (years) |
| 6.6 |
|
|
| 6.6 |
|
Weighted-average discount rate - operating leases |
| 4.6 | % |
|
| 5.1 | % |
Future minimum lease payments under non-cancellablenon-cancelable leases and estimated future sublease cash receipts from non-cancelable arrangements as of September 30, 20202021 are as follows (in thousands):
|
| Operating Lease |
|
| Sublease |
| ||
|
| Payments |
|
| Cash Receipts |
| ||
2021 (remainder) |
| $ | 3,829 |
|
| $ | 67 |
|
2022 |
|
| 16,581 |
|
|
| 839 |
|
2023 |
|
| 16,534 |
|
|
| 606 |
|
2024 |
|
| 16,176 |
|
|
| 625 |
|
2025 |
|
| 14,228 |
|
|
| 0 |
|
Thereafter |
|
| 26,963 |
|
|
| 0 |
|
Total lease payments and estimated sublease cash receipts |
|
| 94,311 |
|
| $ | 2,137 |
|
Less imputed interest |
|
| (13,493 | ) |
|
|
| |
Present value of lease liabilities |
| $ | 80,818 |
|
|
|
|
2020 (remainder) | $ | 3,863 |
|
2021 |
| 15,285 |
|
2022 |
| 15,494 |
|
2023 |
| 14,962 |
|
2024 |
| 14,575 |
|
Thereafter |
| 33,723 |
|
Total lease payments |
| 97,902 |
|
Less imputed interest |
| (13,062 | ) |
Present value of lease liabilities | $ | 84,840 |
|
Lease balances as of September 30, 20202021 are as follows (in thousands):
Operating lease ROU assets |
| $ | 67,630 |
| |
|
|
|
| ||
Short-term operating lease liabilities (1) |
| $ | 12,423 |
| |
Non-current operating lease liabilities |
|
| 68,395 |
| |
Total operating lease liabilities |
| $ | 80,818 |
|
Operating lease right-of-use assets | $ | 73,211 |
|
|
|
|
|
Short-term operating lease liabilities (1) | $ | 11,900 |
|
Non-current operating lease liabilities |
| 72,940 |
|
Total operating lease liabilities | $ | 84,840 |
|
|
|
The Company’s leases do not contain residual value guarantees, material restrictions or covenants,covenants. During the nine months ended September 30, 2021, the Company subleased one of its facilities in San Francisco, California. The sublease agreement expires in 2024 and all sublease transactions are(i) does not material. include renewal and termination options, (ii) provides for customary escalations of lease payments in the normal course of business, and (iii) grants the subtenant certain allowances, such as free rent.
The Company incurred $1.4 million of ROU asset impairments during the nine months ended September 30, 2020 related to facility leases from the SiriusDecisions, Inc. acquisition.acquisition that the Company no longer used as a result of the integration of SiriusDecisions. These impairments are recorded in acquisition and integration costs inon the Consolidated Statements of Operations.
Additionally, the Company received a variable incentive payment of $3.5 million in the fourth quarter of 2020 from one of its landlords to terminate the related office space lease early. This amount will be recognized as a reduction in rent expense during the fourth quarter of 2020.Operations.
Note 6 – Revenue and Related Matters
Disaggregated Revenue
The Company disaggregates revenue as set forth in the following tables (in thousands):
Revenue by Geography
|
| For the Three Months Ended September 30, |
|
| For the Nine Months Ended September 30, |
| ||||||||||
Revenues: (1) |
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
North America |
| $ | 94,700 |
|
| $ | 89,478 |
|
| $ | 290,967 |
|
| $ | 272,657 |
|
Europe |
|
| 15,102 |
|
|
| 11,861 |
|
|
| 45,771 |
|
|
| 35,436 |
|
Asia Pacific |
|
| 6,721 |
|
|
| 6,015 |
|
|
| 19,435 |
|
|
| 16,793 |
|
Other |
|
| 1,613 |
|
|
| 1,223 |
|
|
| 4,414 |
|
|
| 3,577 |
|
Total |
| $ | 118,136 |
|
| $ | 108,577 |
|
| $ | 360,587 |
|
| $ | 328,463 |
|
12
Contract Assets and Contract Liabilities
Accounts Receivable
Accounts receivable includes amounts billed and currently due from customers. Since the only condition for payment of the Company’s invoices is the passage of time, a receivable is recorded on the date an invoice is issued. Also included in accounts receivable are unbilled amounts resulting from revenue exceeding the amount billed to the customer, where the right to payment is unconditional. If the right to payment for services performed was conditional on something other than the passage of time, the unbilled amount would be recorded as a separate contract asset. There were 0 contract assets as of September 30, 20202021 or 2019.2020.
The majority of the Company’s contracts are non-cancellable.non-cancelable. However, for contracts that are cancellablecancelable by the customer, the Company does not record a receivable when it issues an invoice. The Company records accounts receivable on these contracts only up to the amount of revenue earned but not yet collected.
In addition, since the majority of the Company’s contracts are for a duration of one year and payment is expected within one year from the transfer of products and services, the Company does not adjust its receivables or transaction prices for the effects of a significant financing component.
Deferred Revenue
The Company refers to contract liabilities as deferred revenue on the Consolidated Balance Sheets. Payment terms in the Company’s customer contracts vary, but generally require payment in advance of fully satisfying the performance obligation(s). Deferred revenue consists of billings in excess of revenue recognized. Similar to accounts receivable, the Company does not record deferred revenue for unpaid invoices issued on a cancellablecancelable contract.
During the three months ended September 30, 20202021 and 2019,2020, the Company recognized revenue$25.0 million and $25.5 million of $25.5 and $21.2 million,revenue, respectively, related to its deferred revenue balancebalances at the beginning of each such period. During the nine months ended September 30, 20202021 and 2019,2020, the Company recognized revenue$140.9 million and $138.6 million of $138.6 and $132.8 million,revenue, respectively, related to its deferred revenue balance at the beginningJanuary 1 of each such period. To determine revenue recognized in each such period from deferred revenue at the beginning of the
period, the Company first allocates revenue to the individual deferred revenue balance outstanding at the beginning of the period, until the revenue equals that balance.
Approximately $301.0$370.4 million of revenue is expected to be recognized during the next 24 months from remaining performance obligations as of September 30, 2020.2021.
Reserves for Credit Losses
The allowance for expected credit losses on accounts receivable for the nine months ended September 30, 2021 is summarized as follows (in thousands):
|
| Total |
| |
Balance at December 31, 2020 |
| $ | 708 |
|
Provision for expected credit losses |
|
| 347 |
|
Write-offs |
|
| (383 | ) |
Balance at September 30, 2021 |
| $ | 672 |
|
When evaluating the adequacy of the allowance for expected credit losses, the Company makes judgments regarding the collectability of accounts receivable based, in part, on the Company’s historical loss rate experience, customer concentrations, management’s expectations of future losses as informed by current economic conditions, and changes in customer payment terms. If the expected financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make
13
payments, additional allowances may be required. If the expected financial condition of the Company’s customers were to improve, the allowances may be reduced accordingly.
Cost to Obtain Contracts
The Company capitalizes commissions paid to sales representatives and related fringe benefits costs that are incremental to obtaining customer contracts.contracts. These costs are included in deferred commissions on the Consolidated Balance Sheets. The Company accounts for these costs at a portfolio level as the Company’s contracts are similar in nature and the amortization model used closely matches the amortization expense that would be recognized on a contract-by-contract basis. Costs to obtain a contract are amortized to operations asearnings over the initial contract term, which is the same period the related revenue is recognized over the initial contract term.recognized. Amortization expense related to deferred commissions for the three months ended September 30, 2021 and 2020 and 2019 was $9.9$10.0 million and $8.1$9.9 million, respectively. Amortization expense related to deferred commissions for the nine months ended September 30, 2021 and 2020 and 2019 was $27.1$28.9 million and $24.1$27.1 million, respectively. The Company evaluates the recoverability of deferred commissions at each balance sheet date and there were .0 impairments recorded during the nine months ended September 30, 2021 and 2020.
Note 7 — Derivatives and Hedging
The Company enters intohas a derivative contractscontract (an interest rate swap and foreign currency forwards)swap) to mitigate the cash flow risk associated with changes in interest rates on its variable rate debt (refer to Note 4 – Debt) and changes in foreign exchange rates on forecasted foreign currency transactions.. The Company accounts for its derivate contractsderivative contract in accordance with FASB ASC Topic 815 – Derivatives and Hedging (“Topic 815”), which requires all derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value.
Interest Rate Swap
At September 30, 2020,2021, the Company had a single interest rate swap contract that matures in 2022, with an initial notional amount of $95.0$95.0 million. The notional amount at September 30, 20202021 was $80.6$41.3 million. The Company pays a base fixed rate of 1.65275%1.65275% and in return receives the greater of (1) 1-month LIBOR, rounded up to the nearest 1/1/16 of a percent, or (2) 0.00%0.00%. The fair value of the swap on September 30, 20202021 was a liability of $1.4$0.5 million (refer to Note 8 – Fair Value Measurements for information on determining the fair value). The liability is included in other non-current liabilities inon the Consolidated Balance Sheets.
The swap has been designated and accounted for as a cash flow hedge of the forecasted interest payments on the Company’s debt. As long as the swap continues to be a highly effective hedge of the designated interest rate risk, changes in the fair value of the swap are recorded in accumulated other comprehensive loss,income (loss), a component of equity.equity in the Consolidated Balance Sheets. Any ineffective portion of a change in the fair value of a hedge is recorded in earnings.
As required under Topic 815, the swap’s effectiveness is assessed on a quarterly basis. Since its inception, and through September 30, 2020,2021, the interest rate swap was considered highly effective. Accordingly, the entire negative fair value as of September 30, 20202021 of $1.0$0.4 million, (netnet of taxes)taxes, is recorded in accumulated other comprehensive loss.income (loss). The Company expects $0.7$0.3 million of this loss, net of taxes, to be reclassified into earnings within the next 12 months. Realized gains or losses related to the interest rate swap are included as operating activities in the Consolidated Statements of Cash Flows.
Foreign Currency Forwards
The Company enters into foreign currency forward exchange contracts to mitigate the effects of adverse fluctuations in foreign currency exchange rates on transactions entered into in the normal course of business that are denominated in foreign currencies that differ from the local functional currency. These contracts generally have short durations and are recorded at fair value with both realized and unrealized gains and losses recorded in other income (expense),expense, net in the Consolidated Statements of Operations because the Company does not designate these contracts as hedges for accounting purposes.
During thenine months ended September 30, 2021, the Company entered into four foreign currency forward exchange contracts, all of which settled by September 30, 2021. Accordingly, as of September 30, 2021, there is no amount recorded in the Consolidated Balance Sheets for these contracts. During the nine months ended September 30, 2020, the Company entered into three foreign currency forward exchange contracts, all of which settled by September 30, 2020. Accordingly, as of September 30, 2020, there arewere no amounts recorded in the Consolidated Balance Sheets for these contracts.
The Company’s derivative counterparties are investment grade financial institutions. The Company does not have any collateral arrangements with its derivativethese counterparties and the derivative contracts do not contain credit risk related contingent features. The table
14
below provides information regarding amounts recognized in the Consolidated Statements of Operations for the derivative contracts for the periods indicated (in thousands):
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
Amount recorded in: |
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Interest expense (1) |
| $ | (183 | ) |
| $ | (318 | ) |
| $ | (646 | ) |
| $ | (556 | ) |
Other expense, net (2) |
|
| (43 | ) |
|
| 0 |
|
|
| (79 | ) |
|
| (157 | ) |
Total |
| $ | (226 | ) |
| $ | (318 | ) |
| $ | (725 | ) |
| $ | (713 | ) |
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
Amount recorded in: |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Interest expense (1) |
| $ | (318 | ) |
| $ | — |
|
| $ | (556 | ) |
| $ | — |
|
Other income (expense), net (2) |
|
| — |
|
|
| — |
|
|
| (157 | ) |
|
| — |
|
Total |
| $ | (318 | ) |
| $ | — |
|
| $ | (713 | ) |
| $ | — |
|
(2) Consists of net realized gains and losses on foreign currency forward contracts.
|
|
|
|
The Company did 0t have any derivatives as of, or during, the nine months ended September 30, 2019.
Note 8 — Fair Value Measurements
The carrying amounts reflected inon the Consolidated Balance Sheets for cash, accounts receivable, accounts payable, and accrued expenses (excluding the contingent consideration discussed below) approximate fair value due to their short-term maturities. The Company’s financial instruments also include its outstanding variable-rate borrowings (refer to Note 4 – Debt). The Company believes that the carrying amount of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest.
Additionally, the Company measures certain financial assets and liabilities at fair value on a recurring basis including cash equivalents and its derivative contracts.contract. The fair values of these financial assets and liabilities 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;liabilities, quoted prices in markets that are not active;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 and liabilities that are measured at fair value on a recurring basis (in thousands):
|
| As of September 30, 2021 |
| |||||||||
|
| Level 1 |
|
| Level 2 |
|
| Total |
| |||
Assets: |
|
|
|
|
|
|
|
|
| |||
Money market funds (1) |
| $ | 6,462 |
|
| $ | 0 |
|
| $ | 6,462 |
|
Marketable investments (2) |
|
| 0 |
|
|
| 17,018 |
|
|
| 17,018 |
|
Total Assets |
| $ | 6,462 |
|
| $ | 17,018 |
|
| $ | 23,480 |
|
|
|
|
|
|
|
|
|
|
| |||
Liabilities: |
|
|
|
|
|
|
|
|
| |||
Interest rate swap (3) |
| $ | 0 |
|
| $ | (508 | ) |
| $ | (508 | ) |
Total Liabilities |
| $ | 0 |
|
| $ | (508 | ) |
| $ | (508 | ) |
|
| As of December 31, 2020 |
| |||||||||
|
| Level 1 |
|
| Level 2 |
|
| Total |
| |||
Assets: |
|
|
|
|
|
|
|
|
| |||
Money market funds (1) |
| $ | 503 |
|
| $ | 0 |
|
| $ | 503 |
|
Total Assets |
| $ | 503 |
|
| $ | 0 |
|
| $ | 503 |
|
|
|
|
|
|
|
|
|
|
| |||
Liabilities: |
|
|
|
|
|
|
|
|
| |||
Interest rate swap (3) |
| $ | 0 |
|
| $ | (1,144 | ) |
| $ | (1,144 | ) |
Total Liabilities |
| $ | 0 |
|
| $ | (1,144 | ) |
| $ | (1,144 | ) |
15
|
| As of September 30, 2020 |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds (1) |
| $ | 502 |
|
| $ | — |
|
| $ | — |
|
| $ | 502 |
|
Total Assets |
| $ | 502 |
|
| $ | — |
|
| $ | — |
|
| $ | 502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent purchase price (2) |
| $ | — |
|
| $ | — |
|
| $ | (2,684 | ) |
| $ | (2,684 | ) |
Interest rate swap (3) |
|
| — |
|
| $ | (1,441 | ) |
|
| — |
|
| $ | (1,441 | ) |
Total Liabilities |
| $ | — |
|
| $ | (1,441 | ) |
| $ | — |
|
| $ | (1,441 | ) |
|
| As of December 31, 2019 |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds (1) |
| $ | 2,354 |
|
| $ | — |
|
| $ | — |
|
| $ | 2,354 |
|
Total Assets |
| $ | 2,354 |
|
| $ | — |
|
| $ | — |
|
| $ | 2,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent purchase price (2) |
| $ | — |
|
| $ | — |
|
| $ | (2,511 | ) |
| $ | (2,511 | ) |
Interest rate swap (3) |
|
| — |
|
| $ | (144 | ) |
|
| — |
|
| $ | (144 | ) |
Total Liabilities |
| $ | — |
|
| $ | (144 | ) |
| $ | (2,511 | ) |
| $ | (2,655 | ) |
|
|
|
|
|
|
During the nine months ended September 30, 2020 and 2019,2021, the Company did not transfer assets or liabilities between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 or Level 3 liabilities.
Level 3 activity for the nine months ended September 30, 2020 consisted entirely of the contingent purchase price related to the acquisition of FeedbackNow. Changes in the fair value of Level 3 contingent consideration for the nine months ended September 30, 2020 were as follows (in thousands):
| Contingent |
| |
| Consideration |
| |
Balance at December 31, 2019 | $ | (2,511 | ) |
Fair value adjustment of contingent purchase price (1) |
| (22 | ) |
Foreign exchange effect |
| (151 | ) |
Balance at September 30, 2020 | $ | (2,684 | ) |
|
|
Note 9 — 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, tax benefits or expense related to settlements of share-based payment awards, and foreign currency gains or losses 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, 2021 was $6.2 million resulting in an effective tax rate of 27.0% for the period. Income tax expense for the nine months ended September 30, 2020 was $2.7$2.7 million resulting in an effective tax rate of 26.0% for the period. Income tax benefit for the nine months ended September 30, 2019 was $0.1 million resulting in an effective tax rate of 0.5%26.0% for the period. The increase in income tax expense during the 20202021 period was primarily due to the increase in overall U.S. profitability.
The Company anticipates that its effective tax rate for the full year 20202021 will be approximately 25%27%.
On March 27, 2020, Congress enacted the Coronavirus Aid, Relief and Economic Security ("CARES") Act to provide certain relief as a result of the COVID-19 outbreak. The Company is currently evaluatingevaluated the potential impact that the provisions inof the CARES may have onAct and determined it was not material to its financial position andor results of operations.
Note 10 — Accumulated Other Comprehensive Income (Loss) (“AOCI/L”)
The components of accumulated other comprehensive income (loss) are as follows (net of tax, in thousands):
|
| Marketable |
|
| Interest Rate |
|
| Translation |
|
|
|
| ||||
|
| Investments |
|
| Swap |
|
| Adjustment |
|
| Total AOCI/L |
| ||||
Balance at June 30, 2021 |
| $ | 0 |
|
| $ | (492 | ) |
| $ | (1,447 | ) |
| $ | (1,939 | ) |
Foreign currency translation (1) |
|
| 0 |
|
|
| 0 |
|
|
| (1,508 | ) |
|
| (1,508 | ) |
Unrealized loss before reclassification, net |
|
| (4 | ) |
|
| (3 | ) |
|
| 0 |
|
|
| (7 | ) |
Reclassification of AOCI/L to income, net |
|
| 0 |
|
|
| 131 |
|
|
| 0 |
|
|
| 131 |
|
Balance at September 30, 2021 |
| $ | (4 | ) |
| $ | (364 | ) |
| $ | (2,955 | ) |
| $ | (3,323 | ) |
|
|
|
| Interest Rate |
|
| Translation |
|
|
|
| |||
|
|
|
| Swap |
|
| Adjustment |
|
| Total AOCI/L |
| |||
Balance at June 30, 2020 |
|
|
| $ | (1,240 | ) |
| $ | (5,788 | ) |
| $ | (7,028 | ) |
Foreign currency translation (1) |
|
|
|
| 0 |
|
|
| 2,577 |
|
|
| 2,577 |
|
Unrealized loss before reclassification, net |
|
|
|
| (23 | ) |
|
| 0 |
|
|
| (23 | ) |
Reclassification of AOCI/L to income, net |
|
|
|
| 228 |
|
|
| 0 |
|
|
| 228 |
|
Balance at September 30, 2020 |
|
|
| $ | (1,035 | ) |
| $ | (3,211 | ) |
| $ | (4,246 | ) |
16
|
| Marketable |
|
| Interest Rate |
|
| Translation |
|
|
|
| ||||
|
| Investments |
|
| Swap |
|
| Adjustment |
|
| Total AOCI/L |
| ||||
Balance at December 31, 2020 |
| $ | 0 |
|
| $ | (821 | ) |
| $ | 131 |
|
| $ | (690 | ) |
Foreign currency translation (1) |
|
| 0 |
|
|
| 0 |
|
|
| (3,086 | ) |
|
| (3,086 | ) |
Unrealized loss before reclassification, net |
|
| (4 | ) |
|
| (7 | ) |
|
| 0 |
|
|
| (11 | ) |
Reclassification of AOCI/L to income, net |
|
| 0 |
|
|
| 464 |
|
|
| 0 |
|
|
| 464 |
|
Balance at September 30, 2021 |
| $ | (4 | ) |
| $ | (364 | ) |
| $ | (2,955 | ) |
| $ | (3,323 | ) |
|
|
|
| Interest Rate |
|
| Translation |
|
|
|
| |||
|
|
|
| Swap |
|
| Adjustment |
|
| Total AOCI/L |
| |||
Balance at December 31, 2019 |
|
|
| $ | (104 | ) |
| $ | (4,753 | ) |
| $ | (4,857 | ) |
Foreign currency translation (1) |
|
|
|
| 0 |
|
|
| 1,542 |
|
|
| 1,542 |
|
Unrealized loss before reclassification, net |
|
|
|
| (1,330 | ) |
|
| 0 |
|
|
| (1,330 | ) |
Reclassification of AOCI/L to income, net |
|
|
|
| 399 |
|
|
| 0 |
|
|
| 399 |
|
Balance at September 30, 2020 |
|
|
| $ | (1,035 | ) |
| $ | (3,211 | ) |
| $ | (4,246 | ) |
|
|
|
|
|
|
|
|
|
| Total Accumulated |
| |
|
| Interest Rate |
|
| Translation |
|
| Other Comprehensive |
| |||
|
| Swap |
|
| Adjustment |
|
| Income (Loss) |
| |||
Balance at June 30, 2020 |
| $ | (1,240 | ) |
| $ | (5,788 | ) |
| $ | (7,028 | ) |
Other comprehensive income (loss) activity during the period: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
| — |
|
|
| 2,577 |
|
|
| 2,577 |
|
Unrealized loss before reclassification |
|
| (23 | ) |
|
| — |
|
|
| (23 | ) |
Reclassification of AOCI/L to income (1) |
|
| 228 |
|
|
| — |
|
|
| 228 |
|
Other comprehensive income (loss) for the period |
|
| 205 |
|
|
| 2,577 |
|
|
| 2,782 |
|
Balance at September 30, 2020 |
| $ | (1,035 | ) |
| $ | (3,211 | ) |
| $ | (4,246 | ) |
|
|
|
|
|
|
|
| Total Accumulated |
| |
|
|
|
| Translation |
|
| Other Comprehensive |
| ||
|
|
|
| Adjustment |
|
| Income (Loss) |
| ||
Balance at June 30, 2019 |
|
|
| $ | (4,990 | ) |
| $ | (4,990 | ) |
Other comprehensive income (loss) activity during the period: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
|
| (1,614 | ) |
|
| (1,614 | ) |
Other comprehensive income (loss) for the period |
|
|
|
| (1,614 | ) |
|
| (1,614 | ) |
Balance at September 30, 2019 |
|
|
| $ | (6,604 | ) |
| $ | (6,604 | ) |
|
|
|
|
|
|
|
|
|
| Total Accumulated |
| |
|
| Interest Rate |
|
| Translation |
|
| Other Comprehensive |
| |||
|
| Swap |
|
| Adjustment |
|
| Income (Loss) |
| |||
Balance at December 31, 2019 |
| $ | (104 | ) |
| $ | (4,753 | ) |
| $ | (4,857 | ) |
Other comprehensive income (loss) activity during the period: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
| — |
|
|
| 1,542 |
|
|
| 1,542 |
|
Unrealized loss before reclassification |
|
| (1,330 | ) |
|
| — |
|
|
| (1,330 | ) |
Reclassification of AOCI/L to income (1) |
|
| 399 |
|
|
| — |
|
|
| 399 |
|
Other comprehensive income (loss) for the period |
|
| (931 | ) |
|
| 1,542 |
|
|
| 611 |
|
Balance at September 30, 2020 |
| $ | (1,035 | ) |
| $ | (3,211 | ) |
| $ | (4,246 | ) |
|
|
|
|
|
|
|
| Total Accumulated |
| |
|
|
|
| Translation |
|
| Other Comprehensive |
| ||
|
|
|
| Adjustment |
|
| Income (Loss) |
| ||
Balance at December 31, 2018 |
|
|
| $ | (5,154 | ) |
| $ | (5,154 | ) |
Other comprehensive income (loss) activity during the period: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
|
| (1,450 | ) |
|
| (1,450 | ) |
Other comprehensive income (loss) for the period |
|
|
|
| (1,450 | ) |
|
| (1,450 | ) |
Balance at September 30, 2019 |
|
|
| $ | (6,604 | ) |
| $ | (6,604 | ) |
|
|
Note 11 — Net Income (Loss) Per Common Share
Basic net income (loss) per common share is computed by dividing net income (loss) by the basic weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the diluted weighted average number of common shares and common equivalent shares outstanding during the period. The weighted average number of common equivalent shares outstanding has been determined in accordance with the treasury-stock method. Common equivalent shares consist of common stock issuable on the exercise of outstanding stock options and the vesting of restricted stock units.
Basic and diluted weighted average common shares are as follows (in thousands):
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Basic weighted average common shares outstanding |
|
| 19,134 |
|
|
| 18,872 |
|
|
| 19,107 |
|
|
| 18,779 |
|
Weighted average common equivalent shares |
|
| 254 |
|
|
| 0 |
|
|
| 244 |
|
|
| 94 |
|
Diluted weighted average common shares outstanding |
|
| 19,388 |
|
|
| 18,872 |
|
|
| 19,351 |
|
|
| 18,873 |
|
Options and restricted stock units excluded from diluted |
|
| 0 |
|
|
| 790 |
|
|
| 4 |
|
|
| 427 |
|
17
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Basic weighted average common shares outstanding |
|
| 18,872 |
|
|
| 18,546 |
|
|
| 18,779 |
|
|
| 18,448 |
|
Weighted average common equivalent shares |
|
| — |
|
|
| — |
|
|
| 94 |
|
|
| — |
|
Diluted weighted average common shares outstanding |
|
| 18,872 |
|
|
| 18,546 |
|
|
| 18,873 |
|
|
| 18,448 |
|
Options and restricted stock units excluded from diluted weighted average share calculation as effect would have been anti-dilutive |
|
| 790 |
|
|
| 1,090 |
|
|
| 427 |
|
|
| 1,086 |
|
Note 12 — Stockholders’ Equity
The components of stockholders’ equity are as follows (in thousands):
| Three Months Ended September 30, 2020 |
| |||||||||||||||||||||||||||||
| Common Stock |
|
|
|
|
|
|
|
|
|
| Treasury Stock |
|
| Accumulated |
|
|
|
|
| |||||||||||
| Number of Shares |
|
| $0.01 Par Value |
|
| Additional Paid-in Capital |
|
| Retained Earnings |
|
| Number of Shares |
|
| Cost |
|
| Other Comprehensive Income (Loss) |
|
| Total Equity |
| ||||||||
Balance at June 30, 2020 |
| 23,401 |
|
| $ | 234 |
|
| $ | 222,778 |
|
| $ | 129,314 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (7,028 | ) |
| $ | 173,409 |
|
Issuance of common stock under stock plans, net |
| 178 |
|
|
| 2 |
|
|
| (422 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (420 | ) |
Stock-based compensation expense |
| — |
|
|
| — |
|
|
| 2,697 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,697 |
|
Net loss |
| — |
|
|
| — |
|
|
| — |
|
|
| (3,760 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3,760 | ) |
Other comprehensive income |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,782 |
|
|
| 2,782 |
|
Balance at September 30, 2020 |
| 23,579 |
|
| $ | 236 |
|
| $ | 225,053 |
|
| $ | 125,554 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (4,246 | ) |
| $ | 174,708 |
|
| Three Months Ended September 30, 2021 |
| |||||||||||||||||||||||||||||
| Common Stock |
|
|
|
|
|
|
|
| Treasury Stock |
|
| Accumulated |
|
|
|
| ||||||||||||||
| Number |
|
| $0.01ParValue |
|
| Additional |
|
| Retained |
|
| Number |
|
| Cost |
|
| Other |
|
| Total |
| ||||||||
Balance at June 30, 2021 |
| 23,780 |
|
| $ | 238 |
|
| $ | 237,485 |
|
| $ | 140,280 |
|
|
| 4,694 |
|
| $ | (174,562 | ) |
| $ | (1,939 | ) |
| $ | 201,502 |
|
Issuance of common stock under |
| 262 |
|
|
| 2 |
|
|
| 2,021 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,023 |
|
Repurchases of common stock |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 170 |
|
|
| (7,973 | ) |
|
| — |
|
|
| (7,973 | ) |
Stock-based compensation expense |
| — |
|
|
| — |
|
|
| 2,462 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,462 |
|
Net income |
| — |
|
|
| — |
|
|
| — |
|
|
| 4,522 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,522 |
|
Net change in interest rate swap, |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 128 |
|
|
| 128 |
|
Net change in marketable investments, |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (4 | ) |
|
| (4 | ) |
Foreign currency translation |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,508 | ) |
|
| (1,508 | ) |
Balance at September 30, 2021 |
| 24,042 |
|
| $ | 240 |
|
| $ | 241,968 |
|
| $ | 144,802 |
|
|
| 4,864 |
|
| $ | (182,535 | ) |
| $ | (3,323 | ) |
| $ | 201,152 |
|
| Three Months Ended September 30, 2020 |
| |||||||||||||||||||||||||||||
| Common Stock |
|
|
|
|
|
|
|
| Treasury Stock |
|
| Accumulated |
|
|
|
| ||||||||||||||
| Number |
|
| $0.01 |
|
| Additional |
|
| Retained |
|
| Number |
|
| Cost |
|
| Other |
|
| Total |
| ||||||||
Balance at June 30, 2020 |
| 23,401 |
|
| $ | 234 |
|
| $ | 222,778 |
|
| $ | 129,314 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (7,028 | ) |
| $ | 173,409 |
|
Issuance of common stock under |
| 178 |
|
|
| 2 |
|
|
| (422 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (420 | ) |
Stock-based compensation expense |
| — |
|
|
| — |
|
|
| 2,697 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,697 |
|
Net loss |
| — |
|
|
| — |
|
|
| — |
|
|
| (3,760 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3,760 | ) |
Net change in interest rate swap, |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 205 |
|
|
| 205 |
|
Foreign currency translation |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,577 |
|
|
| 2,577 |
|
Balance at September 30, 2020 |
| 23,579 |
|
| $ | 236 |
|
| $ | 225,053 |
|
| $ | 125,554 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (4,246 | ) |
| $ | 174,708 |
|
| Nine Months Ended September 30, 2021 |
| |||||||||||||||||||||||||||||
| Common Stock |
|
|
|
|
|
|
|
| Treasury Stock |
|
| Accumulated |
|
|
|
| ||||||||||||||
| Number |
|
| $0.01 |
|
| Additional |
|
| Retained |
|
| Number |
|
| Cost |
|
| Other |
|
| Total |
| ||||||||
Balance at December 31, 2020 |
| 23,648 |
|
| $ | 236 |
|
| $ | 230,128 |
|
| $ | 127,981 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (690 | ) |
| $ | 185,766 |
|
Issuance of common stock under |
| 394 |
|
|
| 4 |
|
|
| 4,489 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,493 |
|
Repurchases of common stock |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 233 |
|
|
| (10,646 | ) |
|
| — |
|
|
| (10,646 | ) |
Stock-based compensation expense |
| — |
|
|
| — |
|
|
| 7,351 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,351 |
|
Net income |
| — |
|
|
| — |
|
|
| — |
|
|
| 16,821 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 16,821 |
|
Net change in interest rate swap, |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 457 |
|
|
| 457 |
|
Net change in marketable investments, |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (4 | ) |
|
| (4 | ) |
Foreign currency translation |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3,086 | ) |
|
| (3,086 | ) |
Balance at September 30, 2021 |
| 24,042 |
|
| $ | 240 |
|
| $ | 241,968 |
|
| $ | 144,802 |
|
|
| 4,864 |
|
| $ | (182,535 | ) |
| $ | (3,323 | ) |
| $ | 201,152 |
|
18
| Nine Months Ended September 30, 2020 |
| |||||||||||||||||||||||||||||
| Common Stock |
|
|
|
|
|
|
|
| Treasury Stock |
|
| Accumulated |
|
|
|
| ||||||||||||||
| Number |
|
| $0.01 |
|
| Additional |
|
| Retained |
|
| Number |
|
| Cost |
|
| Other |
|
| Total |
| ||||||||
Balance at December 31, 2019 |
| 23,275 |
|
| $ | 233 |
|
| $ | 216,454 |
|
| $ | 118,147 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (4,857 | ) |
| $ | 158,088 |
|
Issuance of common stock under |
| 304 |
|
|
| 3 |
|
|
| 635 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 638 |
|
Stock-based compensation expense |
| — |
|
|
| — |
|
|
| 7,964 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,964 |
|
Cumulative effect adjustment due |
| — |
|
|
| — |
|
|
| — |
|
|
| (157 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (157 | ) |
Net income |
| — |
|
|
| — |
|
|
| — |
|
|
| 7,564 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,564 |
|
Net change in interest rate swap, |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (931 | ) |
|
| (931 | ) |
Foreign currency translation |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,542 |
|
|
| 1,542 |
|
Balance at September 30, 2020 |
| 23,579 |
|
| $ | 236 |
|
| $ | 225,053 |
|
| $ | 125,554 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (4,246 | ) |
| $ | 174,708 |
|
| Three Months Ended September 30, 2019 |
| |||||||||||||||||||||||||||||
| Common Stock |
|
|
|
|
|
|
|
|
|
| Treasury Stock |
|
| Accumulated |
|
|
|
|
| |||||||||||
| Number of Shares |
|
| $0.01 Par Value |
|
| Additional Paid-in Capital |
|
| Retained Earnings |
|
| Number of Shares |
|
| Cost |
|
| Other Comprehensive Income (Loss) |
|
| Total Equity |
| ||||||||
Balance at June 30, 2019 |
| 23,089 |
|
| $ | 231 |
|
| $ | 210,378 |
|
| $ | 115,956 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (4,990 | ) |
| $ | 149,686 |
|
Issuance of common stock under stock plans, net |
| 158 |
|
|
| 1 |
|
|
| (794 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (793 | ) |
Stock-based compensation expense |
| — |
|
|
| — |
|
|
| 3,072 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,072 |
|
Net loss |
| — |
|
|
| — |
|
|
| — |
|
|
| (2,699 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,699 | ) |
Other comprehensive loss |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,614 | ) |
|
| (1,614 | ) |
Balance at September 30, 2019 |
| 23,247 |
|
| $ | 232 |
|
| $ | 212,656 |
|
| $ | 113,257 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (6,604 | ) |
| $ | 147,652 |
|
| Nine Months Ended September 30, 2020 |
| |||||||||||||||||||||||||||||
| Common Stock |
|
|
|
|
|
|
|
|
|
| Treasury Stock |
|
| Accumulated |
|
|
|
|
| |||||||||||
| Number of Shares |
|
| $0.01 Par Value |
|
| Additional Paid-in Capital |
|
| Retained Earnings |
|
| Number of Shares |
|
| Cost |
|
| Other Comprehensive Income (Loss) |
|
| Total Equity |
| ||||||||
Balance at December 31, 2019 |
| 23,275 |
|
| $ | 233 |
|
| $ | 216,454 |
|
| $ | 118,147 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (4,857 | ) |
| $ | 158,088 |
|
Issuance of common stock under stock plans, net |
| 304 |
|
|
| 3 |
|
|
| 635 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 638 |
|
Stock-based compensation expense |
| — |
|
|
| — |
|
|
| 7,964 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,964 |
|
Cumulative effect adjustment due to adoption of new accounting pronouncement, net of tax of $61 |
| — |
|
|
| — |
|
|
| — |
|
|
| (157 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (157 | ) |
Net income |
| — |
|
|
| — |
|
|
| — |
|
|
| 7,564 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,564 |
|
Other comprehensive income |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 611 |
|
|
| 611 |
|
Balance at September 30, 2020 |
| 23,579 |
|
| $ | 236 |
|
| $ | 225,053 |
|
| $ | 125,554 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (4,246 | ) |
| $ | 174,708 |
|
| Nine Months Ended September 30, 2019 |
| |||||||||||||||||||||||||||||
| Common Stock |
|
|
|
|
|
|
|
|
|
| Treasury Stock |
|
| Accumulated |
|
|
|
|
| |||||||||||
| Number of Shares |
|
| $0.01 Par Value |
|
| Additional Paid-in Capital |
|
| Retained Earnings |
|
| Number of Shares |
|
| Cost |
|
| Other Comprehensive Income (Loss) |
|
| Total Equity |
| ||||||||
Balance at December 31, 2018 |
| 22,951 |
|
| $ | 230 |
|
| $ | 200,696 |
|
| $ | 127,717 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (5,154 | ) |
| $ | 151,600 |
|
Issuance of common stock under stock plans, net |
| 296 |
|
|
| 2 |
|
|
| 3,355 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,357 |
|
Stock-based compensation expense |
| — |
|
|
| — |
|
|
| 8,605 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8,605 |
|
Net loss |
| — |
|
|
| — |
|
|
| — |
|
|
| (14,460 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (14,460 | ) |
Other comprehensive loss |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,450 | ) |
|
| (1,450 | ) |
Balance at September 30, 2019 |
| 23,247 |
|
| $ | 232 |
|
| $ | 212,656 |
|
| $ | 113,257 |
|
|
| 4,631 |
|
| $ | (171,889 | ) |
| $ | (6,604 | ) |
| $ | 147,652 |
|
Equity Plans
Restricted stock unit activity for the nine months ended September 30, 20202021 is presented below (in thousands, except per share data):
|
|
|
|
| Weighted- |
| ||
|
|
|
|
| Average |
| ||
|
| Number of |
|
| Grant Date |
| ||
|
| Shares |
|
| Fair Value |
| ||
Unvested at December 31, 2020 |
|
| 642 |
|
| $ | 38.99 |
|
Granted |
|
| 268 |
|
|
| 45.23 |
|
Vested |
|
| (242 | ) |
|
| 39.91 |
|
Forfeited |
|
| (61 | ) |
|
| 39.57 |
|
Unvested at September 30, 2021 |
|
| 607 |
|
| $ | 41.33 |
|
|
|
|
|
|
| Weighted- |
| |
|
|
|
|
|
| Average |
| |
|
| Number of |
|
| Grant Date |
| ||
|
| Shares |
|
| Fair Value |
| ||
Unvested at December 31, 2019 |
|
| 656 |
|
| $ | 42.94 |
|
Granted |
|
| 355 |
|
|
| 35.10 |
|
Vested |
|
| (267 | ) |
|
| 42.21 |
|
Forfeited |
|
| (84 | ) |
|
| 43.60 |
|
Unvested at September 30, 2020 |
|
| 660 |
|
| $ | 38.94 |
|
Stock option activity for the nine months ended September 30, 20202021 is presented below (in thousands, except per share data and contractual term):
|
|
|
|
| Weighted - |
|
| Weighted - |
|
|
|
| ||||
|
|
|
|
| Average |
|
| Average |
|
|
|
| ||||
|
|
|
|
| Exercise |
|
| Remaining |
|
| Aggregate |
| ||||
|
| Number |
|
| Price Per |
|
| Contractual |
|
| Intrinsic |
| ||||
|
| of Shares |
|
| Share |
|
| Term (in years) |
|
| Value |
| ||||
Outstanding at December 31, 2020 |
|
| 292 |
|
| $ | 35.46 |
|
|
|
|
|
|
| ||
Exercised |
|
| (135 | ) |
|
| 35.40 |
|
|
|
|
|
|
| ||
Outstanding at September 30, 2021 |
|
| 157 |
|
| $ | 35.52 |
|
|
| 2.71 |
|
| $ | 2,163 |
|
Vested and Exercisable at September 30, 2021 |
|
| 157 |
|
| $ | 35.52 |
|
|
| 2.71 |
|
| $ | 2,163 |
|
|
|
|
|
|
| Weighted - |
|
| Weighted - |
|
|
|
|
| ||
|
|
|
|
|
| Average |
|
| Average |
|
|
|
|
| ||
|
|
|
|
|
| Exercise |
|
| Remaining |
|
| Aggregate |
| |||
|
| Number |
|
| Price Per |
|
| Contractual |
|
| Intrinsic |
| ||||
|
| of Shares |
|
| Share |
|
| Term (in years) |
|
| Value |
| ||||
Outstanding at December 31, 2019 |
|
| 436 |
|
| $ | 35.62 |
|
|
|
|
|
|
|
|
|
Granted |
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
Exercised |
|
| (29 | ) |
|
| 32.94 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
| (53 | ) |
|
| 37.75 |
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2020 |
|
| 354 |
|
| $ | 35.52 |
|
|
| 3.26 |
|
| $ | 28 |
|
Vested and Exercisable at September 30, 2020 |
|
| 354 |
|
| $ | 35.52 |
|
|
| 3.26 |
|
| $ | 28 |
|
NaN stock options were granted or forfeited during the nine months ended September 30, 2021.
Stock-Based Compensation
Forrester recognizes the fair value of stock-based compensation over the requisite service period of the individual grantee, which generally equals the vesting period. period. Stock-based compensation was recorded in the following expense categories inon the Consolidated Statements of Operations (in thousands):
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Cost of services and fulfillment |
| $ | 1,554 |
|
| $ | 1,638 |
|
| $ | 4,389 |
|
| $ | 4,463 |
|
Selling and marketing |
|
| 372 |
|
|
| 446 |
|
|
| 1,220 |
|
|
| 1,231 |
|
General and administrative |
|
| 536 |
|
|
| 613 |
|
|
| 1,742 |
|
|
| 2,270 |
|
Total |
| $ | 2,462 |
|
| $ | 2,697 |
|
| $ | 7,351 |
|
| $ | 7,964 |
|
19
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Cost of services and fulfillment |
| $ | 1,638 |
|
| $ | 1,782 |
|
| $ | 4,463 |
|
| $ | 4,812 |
|
Selling and marketing |
|
| 446 |
|
|
| 441 |
|
|
| 1,231 |
|
|
| 1,366 |
|
General and administrative |
|
| 613 |
|
|
| 849 |
|
|
| 2,270 |
|
|
| 2,427 |
|
Total |
| $ | 2,697 |
|
| $ | 3,072 |
|
| $ | 7,964 |
|
| $ | 8,605 |
|
Forrester utilizes the Black-Scholes valuation model for estimating the fair value of shares subject to purchase under the employee stock purchase plan, which were valued using the following assumptions:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Average risk-free interest rate |
|
| 0.05 | % |
|
| 0.12 | % |
|
| 0.05 | % |
|
| 0.12 | % |
Expected dividend yield |
|
| 0.0 | % |
|
| 0.0 | % |
|
| 0.0 | % |
|
| 0.0 | % |
Expected life |
| 0.5 Years |
|
| 0.5 Years |
|
| 0.5 Years |
|
| 0.5 Years |
| ||||
Expected volatility |
|
| 30 | % |
|
| 93 | % |
|
| 30 | % |
|
| 93 | % |
Weighted average fair value |
| $ | 11.20 |
|
| $ | 14.57 |
|
| $ | 11.20 |
|
| $ | 14.57 |
|
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Average risk-free interest rate |
|
| 0.12 | % |
|
| 1.89 | % |
|
| 0.12 | % |
|
| 1.89 | % |
Expected dividend yield |
|
| 0.0 | % |
|
| 0.0 | % |
|
| 0.0 | % |
|
| 0.0 | % |
Expected life |
| 0.5 Years |
|
| 0.5 Years |
|
| 0.5 Years |
|
| 0.5 Years |
| ||||
Expected volatility |
|
| 93 | % |
|
| 30 | % |
|
| 93 | % |
|
| 30 | % |
Weighted average fair value |
| $ | 14.57 |
|
| $ | 8.29 |
|
| $ | 14.57 |
|
| $ | 8.29 |
|
Dividends
In 2019, the Company suspended its dividends program as a result of the acquisition of SiriusDecisions on January 3, 2019 (refer to Note 2 – Acquisitions), and the related debt incurred to fund the acquisition (refer to Note 4 – Debt). The Company did not declare or pay any dividends in the nine months ended September 30, 2020 and 2019, respectively.
Treasury Stock
As of September 30, 2020,2021, Forrester’s BoardBoard of Directors had authorized an aggregate $535.0$535.0 million to purchase common stock under its stock repurchase program. In October 2021, Forrester's Board of Directors increased the stock repurchase authorization by an additional $50.0 million. The shares repurchased may be used, among other things, in connection with Forrester’s equity incentive and purchase plans. InDuring the three and nine months ended September 30, 2021, the Company repurchased approximately 0.2 million shares of common stock at an aggregate cost of approximately $8.0 million and $10.6million, respectively. During the three and nine months ended September 30, 2020, and 2019, the Company did 0t0t repurchase any shares of common stock. From the inception of the program through September 30, 2020,2021, the Company repurchased 16.316.5 million shares of common stock at an aggregate cost of $474.9$485.5 million.
Note 13 — Non-Marketable InvestmentsOperating Segments
At September 30, 2020 and December 31, 2019, the carrying value of the Company’s non-marketable investments, which were composed of interests in technology-related private equity funds, was $0.5 million and $2.5 million, respectively, and is included in Other assets in the Consolidated Balance Sheets.
The Company’s non-marketable investmentsoperations are accounted for using the equity method as the investments are limited partnerships and the Company has an ownership interest in excess of 5% and, accordingly, the Company records its share of the investee’s operating results each period. Gains from non-marketable investments were 0 and $2.4 million during the three and nine months ended September 30, 2020, respectively, and are included in Gain (loss) on investments, net in the Consolidated Statements of Operations. Gains and losses from non-marketable investments were immaterial during the three months ended September 30, 2019. Losses from non-marketable investments were $0.1 million during the nine months ended September 30, 2019.
The Company uses the cumulative earnings approach to classify distributions received from equity method investments. During the three and nine months ended September 30, 2020, $4.3 million was distributed from the funds to the Company. This amount was included within Other investing activity in the Consolidated Statements of Cash Flows as it was considered a return on investment. During the three and nine months ended September 30, 2019, 0 distributions were received from the funds.
Note 14 — Operating Segments
As described in the Company’s Form 8-K filed on April 2, 2020, Forrester’s Chief Product Officer resigned from the Company effective April 17, 2020. Subsequently, the Chief Product Officer position was eliminated and the Company reorganized its operations to reflect grouped into 3 lines of business: segments: Research, Consulting, and Events. As a resultThese segments are based on the management structure of these changes, during the three months ended June 30, 2020, the Company realigned its internal reporting into Research, Consulting, and Events.how management uses financial information to evaluate performance and determine how to allocate resources. The realignment eliminated the ProductsCompany’s products and services are delivered through each segment as described below. Additionally, the product lines and organizations supportingtables below include the relatedreclassification of revenues began operating underfor the new management structure. The prior period amounts have been revised to conform tocomponents of the current presentation.Company’s CV subscription research products, as described further in Note 1: Interim Consolidated Financial Statements.
The Research segment includes the revenues from all of the Company’s research products as well as consulting revenues from advisory services (such as speeches and advisory days) delivered by the Company’s research organization. Research Connect and Analytics products andsegment costs include the cost of the organizations responsible for developing and delivering these products. Inproducts in addition this segment includes Consulting revenues from advisory services (such as workshops, speeches and advisory days) delivered byto the Company’s research and analytics analysts. The costs of the product management organization responsible for product pricing and packaging, and the launch of new products. In May 2021, the Company announced the launch of a new research portfolio called Forrester Decisions, which became available in August 2021. This new portfolio of products is includedhelps executives, functional leaders, and their teams, across technology, marketing,customer experience, sales, and product management, plan and pursue initiatives for driving growth. The Forrester Decisions product combines the research, frameworks, models, and methodologies of the Company’s Forrester Research and SiriusDecisions Research product offerings, as well as features of the Company’s Connect and Analytics products. In connection with the launch of Forrester Decisions, the Company no longer provides disaggregation of revenue by its research products in this segment.the segment tables below (refer to Note 6 – Revenue and Related Matters for disclosure of disaggregated revenue).
The Consulting segment includes the revenues and the related costs of the Company’s project consulting organization. The project consulting organization delivers a majority of the Company’s project consulting revenue and certain advisory services.
The Events segment includes the revenues and the costs of the organization responsible for developing and hosting in-person and virtual events.
The Company evaluatesWe evaluate reportable segment performance and allocatesallocate resources based on segment revenues and expenses. Segment expenses include the direct expenses of each segment organization and excludesexclude selling and marketing expenses, general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, interest and other expense, and gains (losses) on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements.
20
The Company provides disaggregated revenueinformation by productreportable segment in the segment tables below (in thousands):
|
| Research Segment |
|
| Consulting Segment |
|
| Events Segment |
|
| Consolidated |
| ||||
Three Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Research revenues |
| $ | 79,876 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 79,876 |
|
Consulting revenues |
|
| 10,587 |
|
|
| 26,806 |
|
|
| 0 |
|
|
| 37,393 |
|
Events revenues |
|
| 0 |
|
|
| 0 |
|
|
| 867 |
|
|
| 867 |
|
Total segment revenues |
|
| 90,463 |
|
|
| 26,806 |
|
|
| 867 |
|
|
| 118,136 |
|
Segment expenses |
|
| (28,657 | ) |
|
| (13,061 | ) |
|
| (1,966 | ) |
|
| (43,684 | ) |
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
| (64,217 | ) | |||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
| (3,696 | ) | |||
Interest expense, other expense, and gains on investments |
|
|
|
|
|
|
|
|
|
|
| (1,251 | ) | |||
Income before income taxes |
|
|
|
|
|
|
|
|
|
| $ | 5,288 |
|
|
| Research Segment |
|
| Consulting Segment |
|
| Events Segment |
|
| Consolidated |
| ||||
Three Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Research revenues |
| $ | 74,445 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 74,445 |
|
Consulting revenues |
|
| 11,878 |
|
|
| 21,123 |
|
|
| 0 |
|
|
| 33,001 |
|
Events revenues |
|
| 0 |
|
|
| 0 |
|
|
| 1,131 |
|
|
| 1,131 |
|
Total segment revenues |
|
| 86,323 |
|
|
| 21,123 |
|
|
| 1,131 |
|
|
| 108,577 |
|
Segment expenses |
|
| (28,645 | ) |
|
| (9,646 | ) |
|
| (1,284 | ) |
|
| (39,575 | ) |
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
| (63,778 | ) | |||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
| (4,722 | ) | |||
Integration costs |
|
|
|
|
|
|
|
|
|
|
| (328 | ) | |||
Interest expense, other expense, and gains on investments |
|
|
|
|
|
|
|
|
|
|
| (1,533 | ) | |||
Loss before income taxes |
|
|
|
|
|
|
|
|
|
| $ | (1,359 | ) |
|
| Research Segment |
|
| Consulting Segment |
|
| Events Segment |
|
| Consolidated |
| ||||
Nine Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Research revenues |
| $ | 235,846 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 235,846 |
|
Consulting revenues |
|
| 36,160 |
|
|
| 80,743 |
|
|
| 0 |
|
|
| 116,903 |
|
Events revenues |
|
| 0 |
|
|
| 0 |
|
|
| 7,838 |
|
|
| 7,838 |
|
Total segment revenues |
|
| 272,006 |
|
|
| 80,743 |
|
|
| 7,838 |
|
|
| 360,587 |
|
Segment expenses |
|
| (88,791 | ) |
|
| (38,237 | ) |
|
| (5,712 | ) |
|
| (132,740 | ) |
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
| (188,788 | ) | |||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
| (11,567 | ) | |||
Integration costs |
|
|
|
|
|
|
|
|
|
|
| (334 | ) | |||
Interest expense, other expense, and gains on investments |
|
|
|
|
|
|
|
|
|
|
| (4,117 | ) | |||
Income before income taxes |
|
|
|
|
|
|
|
|
|
| $ | 23,041 |
|
|
| Research Segment |
|
| Consulting Segment |
|
| Events Segment |
|
| Consolidated |
| ||||
Nine Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Research revenues |
| $ | 223,746 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 223,746 |
|
Consulting revenues |
|
| 36,388 |
|
|
| 62,076 |
|
|
| 0 |
|
|
| 98,464 |
|
Events revenues |
|
| 0 |
|
|
| 0 |
|
|
| 6,253 |
|
|
| 6,253 |
|
Total segment revenues |
|
| 260,134 |
|
|
| 62,076 |
|
|
| 6,253 |
|
|
| 328,463 |
|
Segment expenses |
|
| (81,979 | ) |
|
| (29,766 | ) |
|
| (5,167 | ) |
|
| (116,912 | ) |
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
| (181,463 | ) | |||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
| (14,147 | ) | |||
Integration costs |
|
|
|
|
|
|
|
|
|
|
| (3,815 | ) | |||
Interest expense, other expense, and gains on investments |
|
|
|
|
|
|
|
|
|
|
| (1,904 | ) | |||
Income before income taxes |
|
|
|
|
|
|
|
|
|
| $ | 10,222 |
|
|
| Research |
|
| Consulting |
|
| Events |
|
| Consolidated |
| ||||
Three Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
| $ | 54,107 |
|
| $ | — |
|
| $ | — |
|
| $ | 54,107 |
|
Connect |
|
| 13,710 |
|
|
| — |
|
|
| — |
|
|
| 13,710 |
|
Analytics |
|
| 4,996 |
|
|
| — |
|
|
| — |
|
|
| 4,996 |
|
Total research revenues |
|
| 72,813 |
|
|
| — |
|
|
| — |
|
|
| 72,813 |
|
Consulting |
|
| 13,372 |
|
|
| 21,261 |
|
|
| — |
|
|
| 34,633 |
|
Events |
|
| — |
|
|
| — |
|
|
| 1,131 |
|
|
| 1,131 |
|
Total segment revenues |
|
| 86,185 |
|
|
| 21,261 |
|
|
| 1,131 |
|
|
| 108,577 |
|
Segment expenses |
|
| (28,645 | ) |
|
| (9,646 | ) |
|
| (1,284 | ) |
|
| (39,575 | ) |
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (63,778 | ) |
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (4,722 | ) |
Acquisition and integration costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (328 | ) |
Interest expense, other expense and gains on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,533 | ) |
Loss before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (1,359 | ) |
|
| Research |
|
| Consulting |
|
| Events |
|
| Consolidated |
| ||||
Three Months Ended September 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
| $ | 55,022 |
|
| $ | — |
|
| $ | — |
|
| $ | 55,022 |
|
Connect |
|
| 14,257 |
|
|
| — |
|
|
| — |
|
|
| 14,257 |
|
Analytics |
|
| 5,269 |
|
|
| — |
|
|
| — |
|
|
| 5,269 |
|
Total research revenues |
|
| 74,548 |
|
|
| — |
|
|
| — |
|
|
| 74,548 |
|
Consulting |
|
| 13,357 |
|
|
| 19,262 |
|
|
| — |
|
|
| 32,619 |
|
Events |
|
| — |
|
|
| — |
|
|
| 1,429 |
|
|
| 1,429 |
|
Total segment revenues |
|
| 87,905 |
|
|
| 19,262 |
|
|
| 1,429 |
|
|
| 108,596 |
|
Segment expenses |
|
| (28,632 | ) |
|
| (9,299 | ) |
|
| (1,733 | ) |
|
| (39,664 | ) |
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (62,524 | ) |
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (5,654 | ) |
Acquisition and integration costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (2,394 | ) |
Interest expense, other income and losses on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,794 | ) |
Loss before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (3,434 | ) |
Note 14 — Contingencies
|
| Research |
|
| Consulting |
|
| Events |
|
| Consolidated |
| ||||
Nine Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
| $ | 163,071 |
|
| $ | — |
|
| $ | — |
|
| $ | 163,071 |
|
Connect |
|
| 40,677 |
|
|
| — |
|
|
| — |
|
|
| 40,677 |
|
Analytics |
|
| 15,482 |
|
|
| — |
|
|
| — |
|
|
| 15,482 |
|
Total research revenues |
|
| 219,230 |
|
|
| — |
|
|
| — |
|
|
| 219,230 |
|
Consulting |
|
| 40,749 |
|
|
| 62,231 |
|
|
| — |
|
|
| 102,980 |
|
Events |
|
| — |
|
|
| — |
|
|
| 6,253 |
|
|
| 6,253 |
|
Total segment revenues |
|
| 259,979 |
|
|
| 62,231 |
|
|
| 6,253 |
|
|
| 328,463 |
|
Segment expenses |
|
| (81,979 | ) |
|
| (29,766 | ) |
|
| (5,167 | ) |
|
| (116,912 | ) |
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (181,463 | ) |
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (14,147 | ) |
Acquisition and integration costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (3,815 | ) |
Interest expense, other expense and gains on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,904 | ) |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 10,222 |
|
|
| Research |
|
| Consulting |
|
| Events |
|
| Consolidated |
| ||||
Nine Months Ended September 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
| $ | 161,107 |
|
| $ | — |
|
| $ | — |
|
| $ | 161,107 |
|
Connect |
|
| 41,895 |
|
|
| — |
|
|
| — |
|
|
| 41,895 |
|
Analytics |
|
| 16,434 |
|
|
| — |
|
|
| — |
|
|
| 16,434 |
|
Total research revenues |
|
| 219,436 |
|
|
| — |
|
|
| — |
|
|
| 219,436 |
|
Consulting |
|
| 42,768 |
|
|
| 55,654 |
|
|
| — |
|
|
| 98,422 |
|
Events |
|
| — |
|
|
| — |
|
|
| 19,570 |
|
|
| 19,570 |
|
Total segment revenues |
|
| 262,204 |
|
|
| 55,654 |
|
|
| 19,570 |
|
|
| 337,428 |
|
Segment expenses |
|
| (89,780 | ) |
|
| (28,207 | ) |
|
| (13,398 | ) |
|
| (131,385 | ) |
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (189,134 | ) |
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (16,963 | ) |
Acquisition and integration costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (7,848 | ) |
Interest expense, other expense and losses on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (6,631 | ) |
Loss before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (14,533 | ) |
Note 15 — Commitments and Contingencies21
From time to time, the Company may be subject to legal proceedings and civil and regulatory claims that arise in the ordinary course of its business activities. Regardless of the outcome, litigation can have a material adverse effect on the Company because of defense and settlement costs, diversion of management resources, and other factors.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “plans,” “estimates,” or similar expressions are intended to identify these forward-looking statements. Reference is made in particular to our statements about possible acquisitions, payments pursuant to existing acquisition agreements, acquisition and integration costs, future dividends, future share repurchases, future growth rates, results from operations and operating income,tax rates, the launch of Forrester Decisions, future compliance with financial covenants under our credit facility, future interest expense, anticipated increases in, and productivity of, our sales force and headcount, and the adequacy of our cash, and cash flows to satisfy our working capital and capital expenditures.expenditures, and the anticipated impact of accounting standards. 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.uncertainties. Important factors that could cause actual future activities and results to differ include, among others, our ability to retain and enrich subscriptions to, and licenses of, our Research Connect,products and Analytics products,services, our ability to fulfill existing or generate new advisory and consulting engagements and advisory services, our ability to generate and increase demand for the Events we host, technology spending, our ability to mitigate the adverse impact from the widespread outbreak of COVID-19 which could disrupt or restrict our ability to sell or fulfill, or reduce demand for, our products, services, and events, the risks and challenges inherent in international business activities including any impact of Brexit, our ability to offer new products and services, our dependence on key personnel, our ability to attract and retain qualified professional staff, our ability to respond to business and economic conditions and market trends, our ability to integrate the operations of acquired companies, the impact of our outstanding debt, competition and industry consolidation, possible variations in our quarterly operating results, concentration of our stock ownership, the possibility of network disruptions and security breaches, competition and industry consolidation, our ability to enforce and protect our intellectual property rights, compliance with privacy laws, possible variations in our quarterly operating results, taxation risks, concentration of our stock ownership, and any weakness identified in our system of internal controls. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, 2019 and in Item 1A of Part II of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
The COVID-19 pandemic has significantly affected us beginning in March 2020 primarily through lower contract bookings and a reduction in revenues from the conversion of our events from in-person events to virtual events. While the duration and severity of the pandemic is uncertain, we did experience a rebound in contract bookings beginning in the fourth quarter of 2020 and continuing through the third quarter of 2021. We had previously announcedexpect that our events fortrend to continue through the remainder of 20202021. Our events business continues to be negatively affected by the pandemic. All events in 2021 have been or will be held as virtual events. While the duration and severity of this pandemic is uncertain, we currently expect the reduction in our subscription Research, Connect and Analytics revenues to continue during the fourth quarter of 2020 due to reduced customer contract booking activity that began in March 2020 and continued into the third quarter of 2020.
The extent to which the COVID-19 pandemic ultimately impacts our business, financial condition, results of operations, cash flows, and liquidity may differ from our current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
We have implemented several cost-reduction measures that include reductions to travel, new hiring, and employee incentive compensation programs. We will continue to proactively respond to the situation and may take further actions that alter our business operations as may be required by governmental authorities, or that we determine are in the best interests of our employees and customers.
As previously noted, on January 3, 2019, we acquired 100% of the issued and outstanding shares of SiriusDecisions, Inc., a privately held company based in Wilton, Connecticut with approximately 350 employees globally. SiriusDecisions equips business-to-business (B2B) sales, marketing, and product leaders with the actionable research, frameworks, tools, operational benchmarks and expert advice to maximize performance and drive alignment. Pursuant to the terms of the merger agreement, we paid $246.8 million at closing. Net cash paid, which accounts for the cash acquired of $7.9 million and a subsequent working capital adjustment, was $237.7 million. We paid for the acquisition with $175.0 million of debt and cash on hand. Refer to Note 2 - Acquisitions and Note 4 – Debt in the Notes to Consolidated Financial Statements for more information on the acquisition and related debt obligations.
We derive revenues from subscriptions to our Research Connect and Analytics products and services, licensing electronic “reprints” of our Research, performing consulting projects and advisory services, and consulting projects, and hosting Events. We offer contracts for our Research Connect and Analytics products that are typically renewable annually and payable in advance. Subscription product revenuesproducts are recognized as revenue ratably over the term of the contract. Accordingly, a substantial portion of our billings are initially recorded as deferred revenue. Reprints include an obligation to deliver a customer-selected research document and certain usage data provided through an on-line platform, which represents two performance obligations. We recognize revenue for the performance obligation for the data portion of the reprint ratably over the license term. We recognize revenue for the performance obligation for the research document at the time of providing access to the document. Billings for licensing of reprints are initially recorded as deferred revenue. Clients purchase advisoryconsulting projects and consultingadvisory services independently and/or to supplement their access to our subscriptionsubscription-based products. Consulting project revenues, which generally are short-term in nature and based upon fixed-fee agreements, are recognized as the services are provided. Advisory service revenues, such as workshops, speeches and advisory days, are recognized when the service is
complete or the customer receives the agreed upon deliverable. Billings attributable to consulting projects and advisory services and consulting projects are initially recorded as deferred revenue. Events revenues consist of ticket orand sponsorship sales for a Forrester-hosted event. Billings for Events 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 all personnel that produce and deliver our products and services, including 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, net of sublease income, and annual fees for cloud-based information technology systems are allocated to these categories according to the number of employees in each group.
Deferred revenue, agreement
23
Effective from the first quarter of 2021, we have modified our key metrics to focus on our contract value (“CV”) products (as described below) in comparison to our prior metrics which included measures of our broader product portfolio. For 2021, we have focused on increasing our CV product bookings and have modified our compensation programs and metrics accordingly. We are focusing on CV products as these products are our most profitable products and historically our contracts for CV products have renewed at high rates (as measured by our client retention and wallet retention metrics). Our CV products make up essentially all of our research revenues.
We have included the historical calculation of the metrics below, dating back to the first quarter of 2019, on the investor relations section of our website.
Contract value, client retention, dollarwallet retention, enrichment, and number of clients are metrics that we believe are important to understanding our research business. We believe that the amount of deferred revenue, along with the agreement value of contracts, provide a significant measure of our business activity. We define these metrics as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Client retention dollar— represents the percentage of client companies (defined as all clients that buy a CV product) at the prior year measurement date that have active contracts at the current year measurement date.
Client retention and enrichmentwallet retention are not necessarily indicative of the rate of future retention of our revenue base. A summary of our key metrics is as follows (dollars in millions):
|
| As of |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2021 |
|
| 2020 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
Contract value |
| $ | 331.0 |
|
| $ | 295.6 |
|
| $ | 35.4 |
|
|
| 12 | % |
Client retention |
|
| 78 | % |
|
| 71 | % |
|
| 7 |
|
|
| 10 | % |
Wallet retention |
|
| 99 | % |
|
| 86 | % |
|
| 13 |
|
|
| 15 | % |
Number of clients |
|
| 2,964 |
|
|
| 2,750 |
|
|
| 214 |
|
|
| 8 | % |
|
| As of |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
Deferred revenue |
| $ | 155.4 |
|
| $ | 168.0 |
|
| $ | (12.6 | ) |
|
| (8 | %) |
Agreement value |
| $ | 337.9 |
|
| $ | 355.2 |
|
| $ | (17.3 | ) |
|
| (5 | %) |
Client retention |
|
| 65 | % |
|
| 73 | % |
|
| (8 | ) |
|
| (11 | %) |
Dollar retention |
|
| 88 | % |
|
| 90 | % |
|
| (2 | ) |
|
| (2 | %) |
Enrichment |
|
| 98 | % |
|
| 111 | % |
|
| (13 | ) |
|
| (12 | %) |
Number of clients |
|
| 2,660 |
|
|
| 2,867 |
|
|
| (207 | ) |
|
| (7 | %) |
Deferred revenueContract value increased 12% at September 30, 2021 compared to the prior year period. Client retention and agreement value decreased 8%wallet retention increased 10% and 5%15%, respectively, at September 30, 20202021 compared to the prior year primarily due to a reduction in period. These metrics were at their lows during the second and third quarters of 2020 as contract bookings declined during the nine months ended September 30, 2020 due to the negative economic effectspandemic. We have seen an improvement in these metrics from their lows in the middle of COVID-19. Retention and enrichment rates decreased from the prior year due to the decrease in2020 as contract bookings experienced in 2020.expanded during the second half of 2020 and the first three quarters of 2021.
Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles 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, leases, goodwill, intangible and other long-lived assets, and income taxes. Management bases its estimates on historical experience, data available at the time the estimates are made and various 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 critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2019.2020.
24
Results of Operations
The following table sets forth our statement of operationsincome as a percentage of total revenues for the periods indicated:
|
| Three Months Ended |
|
| Nine Months Ended |
|
| Three Months Ended |
| Nine Months Ended |
| |||||||||||||||||||||
|
| September��30, |
|
| September 30, |
|
| September 30, |
| September 30, |
| |||||||||||||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
|
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| |||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Research |
|
| 67.1 | % |
|
| 68.6 | % |
|
| 66.7 | % |
|
| 65.0 | % | ||||||||||||||||
Consulting |
|
| 31.9 |
|
|
| 30.0 |
|
|
| 31.4 |
|
|
| 29.2 |
| ||||||||||||||||
Events |
|
| 1.0 |
|
|
| 1.4 |
|
|
| 1.9 |
|
|
| 5.8 |
| ||||||||||||||||
Research revenues |
|
| 67.6 | % |
|
| 68.6 | % |
|
| 65.4 | % |
|
| 68.1 | % | ||||||||||||||||
Consulting revenues |
|
| 31.7 |
| 30.4 |
| 32.4 |
| 30.0 |
| ||||||||||||||||||||||
Events revenues |
|
| 0.7 |
|
| 1.0 |
|
| 2.2 |
|
| 1.9 |
| |||||||||||||||||||
Total revenues |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
| 100.0 |
| 100.0 |
| 100.0 |
| ||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of services and fulfillment |
|
| 42.5 |
|
|
| 41.4 |
|
|
| 40.6 |
|
|
| 43.4 |
|
|
| 42.2 |
| 42.5 |
| 41.5 |
| 40.6 |
| ||||||
Selling and marketing |
|
| 38.9 |
|
|
| 38.3 |
|
|
| 37.0 |
|
|
| 37.8 |
|
|
| 35.0 |
| 38.9 |
| 34.2 |
| 37.0 |
| ||||||
General and administrative |
|
| 11.5 |
|
|
| 12.5 |
|
|
| 10.9 |
|
|
| 11.8 |
|
|
| 12.2 |
| 11.5 |
| 11.6 |
| 10.9 |
| ||||||
Depreciation |
|
| 2.3 |
|
|
| 2.0 |
|
|
| 2.3 |
|
|
| 1.9 |
|
|
| 2.0 |
| 2.3 |
| 1.9 |
| 2.3 |
| ||||||
Amortization of intangible assets |
|
| 4.3 |
|
|
| 5.2 |
|
|
| 4.3 |
|
|
| 5.0 |
|
|
| 3.1 |
| 4.3 |
| 3.2 |
| 4.3 |
| ||||||
Acquisition and integration costs |
|
| 0.3 |
|
|
| 2.1 |
|
|
| 1.2 |
|
|
| 2.4 |
| ||||||||||||||||
Income (loss) from operations |
|
| 0.2 |
|
|
| (1.5 | ) |
|
| 3.7 |
|
|
| (2.3 | ) | ||||||||||||||||
Integration costs |
|
| — |
|
| 0.3 |
|
| 0.1 |
|
| 1.2 |
| |||||||||||||||||||
Income from operations |
|
| 5.5 |
| 0.2 |
| 7.5 |
| 3.7 |
| ||||||||||||||||||||||
Interest expense |
|
| (1.2 | ) |
|
| (1.8 | ) |
|
| (1.2 | ) |
|
| (1.9 | ) |
|
| (0.9 | ) |
| (1.2 | ) |
| (0.9 | ) |
| (1.2 | ) | |||
Other income (expense), net |
|
| (0.3 | ) |
|
| 0.1 |
|
|
| (0.1 | ) |
|
| (0.1 | ) | ||||||||||||||||
Gain (loss) on investments, net |
|
| — |
|
|
| — |
|
|
| 0.7 |
|
|
| — |
| ||||||||||||||||
Other expense, net |
|
| (0.1 | ) |
| (0.3 | ) |
| (0.2 | ) |
| (0.1 | ) | |||||||||||||||||||
Gain on investments, net |
|
| — |
|
| — |
|
| — |
|
| 0.7 |
| |||||||||||||||||||
Income (loss) before income taxes |
|
| (1.3 | ) |
|
| (3.2 | ) |
|
| 3.1 |
|
|
| (4.3 | ) |
|
| 4.5 |
| (1.3 | ) |
| 6.4 |
| 3.1 |
| |||||
Income tax expense (benefit) |
|
| 2.2 |
|
|
| (0.7 | ) |
|
| 0.8 |
|
|
| — |
| ||||||||||||||||
Income tax expense |
|
| 0.7 |
|
| 2.2 |
|
| 1.7 |
|
| 0.8 |
| |||||||||||||||||||
Net income (loss) |
|
| (3.5 | %) |
|
| (2.5 | %) |
|
| 2.3 | % |
|
| (4.3 | %) |
|
| 3.8 | % |
|
| (3.5 | %) |
|
| 4.7 | % |
|
| 2.3 | % |
Three and Nine Months Ended September 30, 20202021 and 20192020
Revenues
|
| Three Months Ended |
|
| Absolute |
|
| Percentage |
|
| Three Months Ended |
| Absolute |
| Percentage |
| ||||||||||||||||
|
| September 30, |
|
| Increase |
|
| Increase |
|
| September 30, |
| Increase |
| Increase |
| ||||||||||||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
|
| 2021 |
| 2020 |
| (Decrease) |
| (Decrease) |
| |||||||||||
|
| (dollars in millions) |
|
|
|
|
|
|
|
|
|
| (dollars in millions) |
|
|
|
|
| ||||||||||||||
Total revenues |
| $ | 108.6 |
|
| $ | 108.6 |
|
|
| — |
|
|
| — |
|
| $ | 118.1 |
|
| $ | 108.6 |
|
| $ | 9.6 |
|
|
| 9 | % |
Research revenues |
| $ | 72.8 |
|
| $ | 74.5 |
|
| $ | (1.7 | ) |
|
| (2 | %) |
| $ | 79.9 |
|
| $ | 74.4 |
|
| $ | 5.4 |
|
|
| 7 | % |
Consulting revenues |
| $ | 34.6 |
|
| $ | 32.6 |
|
| $ | 2.0 |
|
|
| 6 | % |
| $ | 37.4 |
|
| $ | 33.0 |
|
| $ | 4.4 |
|
|
| 13 | % |
Events revenues |
| $ | 1.2 |
|
| $ | 1.5 |
|
| $ | (0.3 | ) |
|
| (20 | %) |
| $ | 0.9 |
|
| $ | 1.1 |
|
| $ | (0.3 | ) |
|
| (23 | %) |
Revenues attributable to customers outside of the U.S. |
| $ | 22.4 |
|
| $ | 23.3 |
|
| $ | (0.9 | ) |
|
| (4 | %) |
| $ | 27.6 |
|
| $ | 22.4 |
|
| $ | 5.2 |
|
|
| 23 | % |
Percentage of revenue attributable to customers outside of the U.S. |
|
| 21 | % |
|
| 21 | % |
|
| — |
|
|
| — |
|
| 23 | % |
|
| 21 | % |
|
| 2 |
|
|
| 10 | % | |
Number of events |
|
| 2 |
|
|
| 3 |
|
|
| (1 | ) |
|
| (33 | %) |
| 2 |
|
|
| 2 |
|
|
| — |
|
|
| —( | %) |
|
| Nine Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2021 |
|
| 2020 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
|
| (dollars in millions) |
|
|
|
|
|
|
| |||||||
Total revenues |
| $ | 360.6 |
|
| $ | 328.5 |
|
| $ | 32.1 |
|
|
| 10 | % |
Research revenues |
| $ | 235.8 |
|
| $ | 223.7 |
|
| $ | 12.1 |
|
|
| 5 | % |
Consulting revenues |
| $ | 116.9 |
|
| $ | 98.5 |
|
| $ | 18.4 |
|
|
| 19 | % |
Events revenues |
| $ | 7.8 |
|
| $ | 6.3 |
|
| $ | 1.6 |
|
|
| 25 | % |
Revenues attributable to customers outside of |
| $ | 82.5 |
|
| $ | 65.8 |
|
| $ | 16.7 |
|
|
| 25 | % |
Percentage of revenue attributable to customers |
|
| 23 | % |
|
| 20 | % |
|
| 3 |
|
|
| 15 | % |
Number of events |
|
| 5 |
|
|
| 5 |
|
|
| — |
|
|
| —( | %) |
|
| Nine Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
|
| (dollars in millions) |
|
|
|
|
|
|
|
|
| |||||
Total revenues |
| $ | 328.5 |
|
| $ | 337.4 |
|
| $ | (8.9 | ) |
|
| (3 | %) |
Research revenues |
| $ | 219.2 |
|
| $ | 219.4 |
|
| $ | (0.2 | ) |
|
| — |
|
Consulting revenues |
| $ | 103.0 |
|
| $ | 98.4 |
|
| $ | 4.6 |
|
|
| 5 | % |
Events revenues |
| $ | 6.3 |
|
| $ | 19.6 |
|
| $ | (13.3 | ) |
|
| (68 | %) |
Revenues attributable to customers outside of the U.S. |
| $ | 65.8 |
|
| $ | 70.2 |
|
| $ | (4.4 | ) |
|
| (6 | %) |
Percentage of revenue attributable to customers outside of the U.S. |
|
| 20 | % |
|
| 21 | % |
|
| (1 | ) |
|
| (5 | %) |
Number of events |
|
| 5 |
|
|
| 12 |
|
|
| (7 | ) |
|
| (58 | %) |
25
Total revenues remained essentially consistentincreased 9% and decreased 3%10% during the three and nine months ended September 30, 2020,2021, respectively, compared to the prior year periods. This includesperiods, with 1% of the fair value adjustment of pre-acquisition deferred revenue, which reduced revenuesincrease due to changes in foreign currency. Revenues from customers outside the U.S. increased 23% and 25% during the three and nine months ended September 30, 2019, favorably impacting2021, respectively, due to an increase in revenues in Europe, the comparable periods in 2020 by 1%United Kingdom, Asia Pacific region, and 3%, respectively. Canada.Revenues from customers outside the U.S. decreased 4%Approximately 2% and 6% duringof the increase for the three and nine months ended September 30, 2020,2021, respectively, which was primarily due to a decreasechanges in revenues in Canada and the United Kingdom.foreign currencies.
Research revenues are recognized as revenue primarily on a ratable basis over the term of the contracts, which are generally twelve-month periods. Research revenues decreased 2% and remained essentially consistent during the three and nine months ended September 30, 2020, respectively, compared to the prior year periods. This includes the fair value adjustment of pre-acquisition deferred revenue, which reduced revenues during the three and nine months ended September 30, 2019, favorably impacting the comparable periods in 2020 by 2% and 4%, respectively. During the three and nine months ended September 30, 2020, the decrease in Research revenues, after adjusting for the deferred revenue fair value adjustment, was driven by reduced revenues for the Research, Connect, and Analytics products.
Consulting revenues increased 6%7% and 5% during the three and nine months ended September 30, 2020,2021, respectively, compared to the prior year periods, with 1% of the increase in each period due to changes in foreign currency. The increase in revenues was primarily due to growth in project consulting that was partially offset by slower growth in advisory services.increased contract value during these periods.
EventsConsulting revenues decreased 20%increased 13% and 68%19% during the three and nine months ended September 30, 2020,2021, respectively, compared to the prior year periods, with 1% of the increase in each period due to changes in foreign currency. The increase in revenues during the three and nine months ended September 30, 2021 was primarily dueto continued strong demand for our content marketing and strategy consulting offerings.
Events revenues decreased 23% and increased 25% during the three and nine months ended September 30, 2021, respectively, compared to the prior year periods. This includesFor the fair value adjustmentnine months ended September 30, 2021, 2% of pre-acquisition deferred revenue, which reducedthe increase is due to changes in foreign currency. The decrease in revenues during the three months ended September 30, 2021 was primarily due to lower sponsorship revenues and hosting smaller events in the three months ended September 30, 2021 compared to the prior period. The increase in revenues during the nine months ended September 30, 2019, favorably impacting the comparable period in 2020 by 13%. The decrease in Events revenues2021 was primarily due to lowerhigher sponsorship revenues in 2020 compared to the prior year period due primarily to the change to virtual events as a result of the COVID-19 pandemic, and, to a lesser extent, having seven fewer events during the 2020 period.revenues.
Refer to the “Segments Results” section below for a discussion of revenues and expenses by segment.
Cost of Services and Fulfillment
|
| Three Months Ended |
|
| Absolute |
|
| Percentage |
|
| Three Months Ended |
| Absolute |
| Percentage |
| ||||||||||||||||
|
| September 30, |
|
| Increase |
|
| Increase |
|
| September 30, |
| Increase |
| Increase |
| ||||||||||||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
|
| 2021 |
| 2020 |
| (Decrease) |
| (Decrease) |
| |||||||||||
Cost of services and fulfillment (dollars in millions) |
| $ | 46.1 |
|
| $ | 44.9 |
|
| $ | 1.2 |
|
|
| 3 | % |
| $ | 49.8 |
|
| $ | 46.1 |
|
| $ | 3.7 |
|
|
| 8 | % |
Cost of services and fulfillment as a percentage of total revenues |
|
| 42.5 | % |
|
| 41.4 | % |
|
| 1.1 |
|
|
| 3 | % |
| 42.2 | % |
|
| 42.5 | % |
|
| (0.3 | ) |
|
| (1 | %) | |
Service and fulfillment employees (at end of period) |
|
| 794 |
|
|
| 763 |
|
|
| 31 |
|
|
| 4 | % |
| 796 |
|
|
| 794 |
|
|
| 2 |
|
|
| —( | %) |
|
| Nine Months Ended |
|
| Absolute |
|
| Percentage |
|
| Nine Months Ended |
| Absolute |
| Percentage |
| ||||||||||||||||
|
| September 30, |
|
| Increase |
|
| Increase |
|
| September 30, |
| Increase |
| Increase |
| ||||||||||||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
|
| 2021 |
| 2020 |
| (Decrease) |
| (Decrease) |
| |||||||||||
Cost of services and fulfillment (dollars in millions) |
| $ | 133.4 |
|
| $ | 146.6 |
|
| $ | (13.2 | ) |
|
| (9 | %) |
| $ | 149.6 |
|
| $ | 133.4 |
|
| $ | 16.1 |
|
|
| 12 | % |
Cost of services and fulfillment as a percentage of total revenues |
|
| 40.6 | % |
|
| 43.4 | % |
|
| (2.8 | ) |
|
| (6 | %) |
| 41.5 | % |
|
| 40.6 | % |
|
| 0.9 |
|
|
| 2 | % |
Cost of services and fulfillment expenses increased 3%8% during the three months ended September 30, 20202021 compared to the prior year period.period, with 1% of the increase due to changes in foreign currencies. The increase was primarily due to (1) a $2.9$3.0 million increase in professional services costs primarily due to increases in outsourced services related to revenue delivery and contractor costs, and (2) a $0.7 million increase in event costs primarily due to hotel cancellation fees incurred as a result of switching from in-person to virtual events.
Cost of services and fulfillment expenses increased 12% during the nine months ended September 30, 2021 compared to the prior year period, with 2% of the increase due to changes in foreign currencies. The increase was primarily due to (1) a $10.4 million increase in compensation and benefitsbenefit costs due to an increase in headcount, merit increases,reinstating incentive bonus programs and the reinstatement of some employeeother benefits during the third quarter that were previously suspendedeliminated as part of the cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 pandemic and merit increases, partially offset by a decrease in headcount in the first half of the year compared to the prior year period, (2) a $0.9$6.4 million increase in professional services costs primarily due to an increaseincreases in outsourced services related to revenue delivery, contractor and survey costs,. and (3) a $0.6 million increase in event costs primarily due to hotel cancellation fees incurred as a result of switching from in-person to virtual events. These increases were partially offset by (1) a $1.8$1.5 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic,pandemic.
26
Selling and (2) a $0.5 millionMarketing
|
| Three Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2021 |
|
| 2020 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
Selling and marketing expenses (dollars in millions) |
| $ | 41.3 |
|
| $ | 42.2 |
|
| $ | (0.9 | ) |
|
| (2 | %) |
Selling and marketing expenses as a percentage of |
|
| 35.0 | % |
|
| 38.9 | % |
|
| (3.9 | ) |
|
| (10 | %) |
Selling and marketing employees (at end of period) |
|
| 728 |
|
|
| 795 |
|
|
| (67 | ) |
|
| (8 | %) |
decrease in event
|
| Nine Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2021 |
|
| 2020 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
Selling and marketing expenses (dollars in millions) |
| $ | 123.2 |
|
| $ | 121.6 |
|
| $ | 1.6 |
|
|
| 1 | % |
Selling and marketing expenses as a percentage of |
|
| 34.2 | % |
|
| 37.0 | % |
|
| (2.8 | ) |
|
| (8 | %) |
Selling and marketing expenses due to switching our events to virtual delivery as a result ofdecreased 2% during the COVID-19 pandemic, and one less eventthree months ended September 30, 2021 compared to the prior year period.period, and decreased 3% when excluding the effect of changes in foreign currencies. The decrease was primarily due to a $1.2 million decrease in compensation and benefit costs due to a decrease in headcount, partially offset by an increase in incentive bonuses.
Cost of servicesSelling and fulfillmentmarketing expenses decreased 9%increased 1% during the nine months ended September 30, 2020 compared to the prior year period. The decrease was primarily due to (1) an $8.3 million decrease in event expenses due to switching our events to virtual delivery as a result of the COVID-19 pandemic, as well as seven less events2021 compared to the prior year period, and were essentially flat when excluding the effect of changes in foreign currencies. The increase was primarily due to (1) a $2.9 million increase in compensation and benefit costs due to reinstating incentive bonus programs and other benefits that were eliminated as part of the cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 pandemic, merit increases and an increase in commissions expense, partially offset by a decrease in headcount, and (2) a $5.0$1.0 million increase in professional services costs primarily due to an increase in advertising expense. These increases were partially offset by a $1.5 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic, (3) a $2.8 million decrease in compensationpandemic.
General and benefit costs, resulting principally from a decrease in incentive bonusesAdministrative
|
| Three Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2021 |
|
| 2020 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
General and administrative expenses (dollars in |
| $ | 14.4 |
|
| $ | 12.5 |
|
| $ | 1.9 |
|
|
| 15 | % |
General and administrative expenses as a percentage |
|
| 12.2 | % |
|
| 11.5 | % |
|
| 0.7 |
|
|
| 6 | % |
General and administrative employees (at end of |
|
| 239 |
|
|
| 234 |
|
|
| 5 |
|
|
| 2 | % |
|
| Nine Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2021 |
|
| 2020 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
General and administrative expenses (dollars in |
| $ | 41.9 |
|
| $ | 35.9 |
|
| $ | 6.0 |
|
|
| 17 | % |
General and administrative expenses as a percentage |
|
| 11.6 | % |
|
| 10.9 | % |
|
| 0.7 |
|
|
| 6 | % |
General and other related cost-reduction measures implemented as a result of the impact of the COVID-19 pandemic, partially offset by an increase in headcount and merit increases, and (4) a $0.3 million decrease in stock compensation expense. These decreases were partially offset by a $3.5 million increase in professional services costs primarily due to an increase in outsourced services related to revenue delivery, temporary contractors, survey costs, and product enhancements.
Selling and Marketing
|
| Three Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
Selling and marketing expenses (dollars in millions) |
| $ | 42.2 |
|
| $ | 41.6 |
|
| $ | 0.6 |
|
|
| 1 | % |
Selling and marketing expenses as a percentage of total revenues |
|
| 38.9 | % |
|
| 38.3 | % |
|
| 0.6 |
|
|
| 2 | % |
Selling and marketing employees (at end of period) |
|
| 795 |
|
|
| 780 |
|
|
| 15 |
|
|
| 2 | % |
|
| Nine Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
Selling and marketing expenses (dollars in millions) |
| $ | 121.6 |
|
| $ | 127.7 |
|
| $ | (6.1 | ) |
|
| (5 | %) |
Selling and marketing expenses as a percentage of total revenues |
|
| 37.0 | % |
|
| 37.8 | % |
|
| (0.8 | ) |
|
| (2 | %) |
Selling and marketingadministrative expenses increased 1%15% during the three months ended September 30, 20202021 compared to the prior year period.period, with 1% of the increase due to changes in foreign currencies. The increase was primarily due to (1) a $3.0$1.0 million increase in compensation and benefit costs due to an increase in headcount,incentive bonuses and merit increases, commissions expense and the reinstatement of some employee benefits previously suspended as a result of the impact of the COVID-19 pandemic. This increase was partially offset by (1) a $1.6 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic, (2) a $0.5$0.6 million decrease in bad debt expense, and (3) a $0.2 million decreaseincrease in professional services costs.
Selling
27
General and marketingadministrative expenses decreased 5%increased 17% during the nine months ended September 30, 20202021 compared to the prior year period.period, with 2% of the increase due to changes in foreign currencies. The decreaseincrease was primarily due to (1) a $5.3 million decrease in travel and entertainment expenses due to reduced travel and other related cost reduction measures as a result of the COVID-19 pandemic, (2) a $0.5 million decrease in marketing and training costs as a result of moving our events to virtual delivery, and (3) a $0.4 million decrease in bad debt expense. These decreases were partially offset by a $0.3$4.6 million increase in compensation and benefit costs resulting principally from an increase in headcount and merit increases as well as an increase in commissions expense, partially offset by a decrease indue to reinstating incentive bonusesbonus programs and other relatedbenefits that were eliminated as part of the cost-reduction measures implemented as a result of the impact of the COVID-19 pandemic.
General and Administrative
|
| Three Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
General and administrative expenses (dollars in millions) |
| $ | 12.5 |
|
| $ | 13.5 |
|
| $ | (1.0 | ) |
|
| (7 | %) |
General and administrative expenses as a percentage of total revenues |
|
| 11.5 | % |
|
| 12.5 | % |
|
| (1.0 | ) |
|
| (8 | %) |
General and administrative employees (at end of period) |
|
| 234 |
|
|
| 242 |
|
|
| (8 | ) |
|
| (3 | %) |
|
| Nine Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
General and administrative expenses (dollars in millions) |
| $ | 35.9 |
|
| $ | 39.9 |
|
| $ | (4.0 | ) |
|
| (10 | %) |
General and administrative expenses as a percentage of total revenues |
|
| 10.9 | % |
|
| 11.8 | % |
|
| (0.9 | ) |
|
| (8 | %) |
General and administrative expenses decreased 7% during the three months ended September 30,in 2020 compared to the prior year period. The decrease was primarily due to (1) a $0.6 million decrease in professional services costs mostly due to a decrease in consulting expenses, (2) a $0.2 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic, and (3) a $0.2 million decrease in stock compensation expense.
General and administrative expenses decreased 10% during the nine months ended September 30, 2020 compared to the prior year period. The decrease was primarily due to (1) a $2.5 million decrease in compensation and benefit costs, resulting principally from a decrease in incentive bonuses and other related cost-reduction measures implemented as a result of the impact of the COVID-19 pandemic as well asand merit increases, and (2) a decrease$1.3 million increase in headcount, (2)professional services costs. These increases were partially offset by a $0.5 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic, (3) a $0.5 million decrease in professional services costs mostly due to a decrease in consulting expenses, and (4) astock compensation expense.
Depreciation
Depreciation expense decreased by $0.2 million decrease in stock compensation expense.
Depreciation
Depreciation expense increased by $0.4 million and $1.1$0.5 million during the three and nine months ended September 30, 2020,2021, respectively, compared to the prior year periods primarily due primarily to additional leasehold improvements being put into service.software assets becoming fully depreciated.
Amortization of Intangible Assets
Amortization expense decreased by $0.9$1.0 million and $2.8$2.6 million during the three and nine months ended September 30, 2020,2021, respectively, compared to the prior year periods primarily due to a certain technology intangible assetsasset becoming fully amortized.amortized in 2020.
Acquisition and Integration Costs
We did not have any acquisitions in 2020 and had one acquisition, SiriusDecisions, at the beginning of 2019. Acquisition and integrationIntegration costs consist of direct and incremental costs to acquire and integrate acquired companies and in 2020 primarily consistconsisted of certain fair value adjustments, consulting, severance, accounting and tax professional fees, and expenses related to unused lease expense for unused facilities.
Acquisition and integrationIntegration costs decreased by $2.1$0.3 million and $3.5 million during the three and nine months ended September 30, 20202021, respectively, compared to the prior year period primarilyperiods due to a decrease in professional service fees and severance, partially offset by an increase related to the benefit of recording deferred commissions for SiriusDecisions in the yearsubstantial completion of the integration of SiriusDecisions, Inc. (acquired at the beginning of 2019) during 2020. Integration costs in 2021 relate to unused lease facilities from the SiriusDecisions acquisition.
Acquisition and integration costs decreased by $4.0 million during the nine months ended September 30, 2020 compared to the prior year period primarily due to (1) a $4.8 million decrease in professional service fees and transaction costs, (2) a $2.3 million decrease in severance, and (3) a $0.7 million decrease in marketing and insurance costs. These decreases were partially offset by (1) a $2.3 million increase related to the benefit of recording deferred commissions for SiriusDecisions in the year of the acquisition, and (2) a $1.9 million ROU asset impairment recognized in the 2020 period.
We do not expect to incur integration costs in a rangeduring the remainder of $4.5 million to $5.0 million for the year ending December 31, 2020.2021.
Interest Expense
Interest expense consists of interest on our borrowings used to finance the previous acquisition of SiriusDecisions and realized gains (losses) on the related interest rate swap. Interest expense decreased by $0.6$0.2 million and $2.2$0.9 million during the three and nine months ended September 30, 2020,2021, respectively, compared to the prior year periods. These decreases wereperiods due to lower average outstanding borrowings and a lower effective interest rates.rate.
Other Income (Expense),Expense, Net
Other income (expense),expense, net primarily consists of gains (losses) on foreign currency, gains (losses) on foreign currency forward contracts, and interest income. The decrease in other income (expense),Other expense, net of $0.4 decreased $0.1 million and increased $0.7 million during the three and nine months ended September 30, 20202021, respectively, compared to the prior year periodperiods. The increase during the nine months ended September 30, 2021, was primarily due to an increase in foreign currency losses.The increase in other income (expense), net of $0.1 million during the nine months ended September 30, 2020 compared to the prior year period was primarily due to a decrease in foreign currency losses.
Gain (Loss) on Investments, Net
Gain (loss) on investments, net primarily represents our share of equity method investment gains and losses from our technology-related investment funds. Gain (loss) on investments, net remained essentially consistent during the three months ended September 30, 2020 compared to the prior year period. Gain (loss) on investments, net increased bydecreased $2.4 million during the nine months ended September 30, 20202021 compared to the prior year period period. The decrease during the nine months ended September 30, 2021, was primarily due to an increasea decrease in investment gains generated by the underlying funds.
Income Tax Expense
|
| Three Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2021 |
|
| 2020 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
Provision for income taxes (dollars in millions) |
| $ | 0.8 |
|
| $ | 2.4 |
|
| $ | (1.6 | ) |
|
| (68 | %) |
Effective tax rate |
|
| 14.5 | % |
|
| (176.7 | %) |
|
| 191.2 |
|
|
| 108 | % |
|
| Three Months Ended |
|
| Absolute |
|
| Percentage |
|
| Nine Months Ended |
| Absolute |
| Percentage |
| ||||||||||||||||
|
| September 30, |
|
| Increase |
|
| Increase |
|
| September 30, |
| Increase |
| Increase |
| ||||||||||||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
|
| 2021 |
| 2020 |
| (Decrease) |
| (Decrease) |
| |||||||||||
Provision for income taxes (dollars in millions) |
| $ | 2.4 |
|
| $ | (0.7 | ) |
| $ | 3.1 |
|
|
| 443 | % |
| $ | 6.2 |
|
| $ | 2.7 |
|
| $ | 3.6 |
|
|
| 134 | % |
Effective tax rate |
|
| (176.7 | %) |
|
| 21.4 | % |
|
| (198.1 | ) |
|
| (926 | %) |
| 27.0 | % |
|
| 26.0 | % |
|
| 1.0 |
|
|
| 4 | % |
|
| Nine Months Ended |
|
| Absolute |
|
| Percentage |
| |||||||
|
| September 30, |
|
| Increase |
|
| Increase |
| |||||||
|
| 2020 |
|
| 2019 |
|
| (Decrease) |
|
| (Decrease) |
| ||||
Provision for income taxes (dollars in millions) |
| $ | 2.7 |
|
| $ | (0.1 | ) |
| $ | 2.8 |
|
|
| 2,800 | % |
Effective tax rate |
|
| 26.0 | % |
|
| 0.5 | % |
|
| 25.5 |
|
|
| 5,100 | % |
28
Income tax expense increased by $2.8$3.6 million during the nine months ended September 30, 20202021 compared to the prior year period primarily due to the increase in overall U.S. profitability. For the full year 2020,2021, we anticipate that our effective tax rate will be approximately 25%27%.
Segment Results
As described in the Form 8-K filed on April 2, 2020, our Chief Product Officer resigned effective April 17, 2020. Subsequently, the Chief Product Officer position was eliminated and we reorganized ourOur operations to reflectare grouped into three lines of business:segments: Research, Consulting, and Events. As a result of these changes, during the three months ended June 30, 2020, we realignedThese segments are based on our internal reporting into Research, Consulting,management structure and Events. The realignment eliminated the Productshow management uses financial information to evaluate performance and determine how to allocate resources. Our products and services are delivered through each segment as described below. Additionally, the product lines and organizations supportingtables below include the relatedreclassification of revenues began operating under separate management structures. The prior period amounts have been revisedfor the components of our CV subscription research products, as described further in Note 1: Interim Consolidated Financial Statements in the Notes to conform to the current presentation.Consolidated Financial Statements.
The Research segment includes the revenues from all of theour research products as well as consulting revenues from advisory services (such as speeches and advisory days) delivered by our research organization. Research Connect and Analytics products andsegment costs include the cost of the organizations responsible for developing and delivering our Research, Connect and Analytics products. Inthese products in addition this segment includes Consulting revenues fromto the delivery of advisory services (such as workshops, speeches and advisory days) delivered by our research and analytics analysts. The costscost of the product management organization that is responsible for product pricing and packaging and the launch of new products is included in this segment.products.
The Consulting segment includes the revenues and the related costs of our project consulting organization. The project consulting organization delivers a majority of our project consulting revenue and certain advisory services.
The Events segment includes the revenues and the costs of the organization responsible for developing and hosting in-person and virtual events.
We evaluate reportable segment performance and allocate resources based on segment revenues and expenses. Segment expenses include the direct expenses of each segment organization and exclude selling and marketing expenses, general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, interest and other expense, and gains (losses) on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements.
|
| Research |
|
| Consulting |
|
| Events |
|
| Consolidated |
| ||||
|
| (dollars in thousands) |
| |||||||||||||
Three Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
| $ | 54,107 |
|
| $ | — |
|
| $ | — |
|
| $ | 54,107 |
|
Connect |
|
| 13,710 |
|
|
| — |
|
|
| — |
|
|
| 13,710 |
|
Analytics |
|
| 4,996 |
|
|
| — |
|
|
| — |
|
|
| 4,996 |
|
Total research revenues |
|
| 72,813 |
|
|
| — |
|
|
| — |
|
|
| 72,813 |
|
Consulting |
|
| 13,372 |
|
|
| 21,261 |
|
|
| — |
|
|
| 34,633 |
|
Events |
|
| — |
|
|
| — |
|
|
| 1,131 |
|
|
| 1,131 |
|
Total segment revenues |
|
| 86,185 |
|
|
| 21,261 |
|
|
| 1,131 |
|
|
| 108,577 |
|
Segment expenses |
|
| (28,645 | ) |
|
| (9,646 | ) |
|
| (1,284 | ) |
|
| (39,575 | ) |
Year over year revenue change |
|
| (2 | %) |
|
| 10 | % |
|
| (21 | %) |
|
| — |
|
Year over year expense change |
|
| — |
|
|
| 4 | % |
|
| (26 | %) |
|
| — |
|
|
| Research Segment |
|
| Consulting Segment |
|
| Events Segment |
|
| Consolidated |
| ||||
|
| (dollars in thousands) |
| |||||||||||||
Three Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Research revenues |
| $ | 79,876 |
|
| $ | — |
|
| $ | — |
|
| $ | 79,876 |
|
Consulting revenues |
|
| 10,587 |
|
|
| 26,806 |
|
|
| — |
|
|
| 37,393 |
|
Events revenues |
|
| — |
|
|
| — |
|
|
| 867 |
|
|
| 867 |
|
Total segment revenues |
|
| 90,463 |
|
|
| 26,806 |
|
|
| 867 |
|
|
| 118,136 |
|
Segment expenses |
|
| (28,657 | ) |
|
| (13,061 | ) |
|
| (1,966 | ) |
|
| (43,684 | ) |
Year over year revenue change |
|
| 5 | % |
|
| 27 | % |
|
| (23 | %) |
|
| 9 | % |
Year over year expense change |
|
| —( | %) |
|
| 35 | % |
|
| 53 | % |
|
| 10 | % |
|
| Research Segment |
|
| Consulting Segment |
|
| Events Segment |
|
| Consolidated |
| ||||
|
| (dollars in thousands) |
| |||||||||||||
Three Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Research revenues |
| $ | 74,445 |
|
| $ | — |
|
| $ | — |
|
| $ | 74,445 |
|
Consulting revenues |
|
| 11,878 |
|
|
| 21,123 |
|
|
| — |
|
|
| 33,001 |
|
Events revenues |
|
| — |
|
|
| — |
|
|
| 1,131 |
|
|
| 1,131 |
|
Total segment revenues |
|
| 86,323 |
|
|
| 21,123 |
|
|
| 1,131 |
|
|
| 108,577 |
|
Segment expenses |
|
| (28,645 | ) |
|
| (9,646 | ) |
|
| (1,284 | ) |
|
| (39,575 | ) |
|
| Research |
|
| Consulting |
|
| Events |
|
| Consolidated |
| ||||
|
| (dollars in thousands) |
| |||||||||||||
Three Months Ended September 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
| $ | 55,022 |
|
| $ | — |
|
| $ | — |
|
| $ | 55,022 |
|
Connect |
|
| 14,257 |
|
|
| — |
|
|
| — |
|
|
| 14,257 |
|
Analytics |
|
| 5,269 |
|
|
| — |
|
|
| — |
|
|
| 5,269 |
|
Total research revenues |
|
| 74,548 |
|
|
| — |
|
|
| — |
|
|
| 74,548 |
|
Consulting |
|
| 13,357 |
|
|
| 19,262 |
|
|
| — |
|
|
| 32,619 |
|
Events |
|
| — |
|
|
| — |
|
|
| 1,429 |
|
|
| 1,429 |
|
Total segment revenues |
|
| 87,905 |
|
|
| 19,262 |
|
|
| 1,429 |
|
|
| 108,596 |
|
Segment expenses |
|
| (28,632 | ) |
|
| (9,299 | ) |
|
| (1,733 | ) |
|
| (39,664 | ) |
|
| Research Segment |
|
| Consulting Segment |
|
| Events Segment |
|
| Consolidated |
| ||||
|
| (dollars in thousands) |
| |||||||||||||
Nine Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Research revenues |
| $ | 235,846 |
|
| $ | — |
|
| $ | — |
|
| $ | 235,846 |
|
Consulting revenues |
|
| 36,160 |
|
|
| 80,743 |
|
|
| — |
|
|
| 116,903 |
|
Events revenues |
|
| — |
|
|
| — |
|
|
| 7,838 |
|
|
| 7,838 |
|
Total segment revenues |
|
| 272,006 |
|
|
| 80,743 |
|
|
| 7,838 |
|
|
| 360,587 |
|
Segment expenses |
|
| (88,791 | ) |
|
| (38,237 | ) |
|
| (5,712 | ) |
|
| (132,740 | ) |
Year over year revenue change |
|
| 5 | % |
|
| 30 | % |
|
| 25 | % |
|
| 10 | % |
Year over year expense change |
|
| 8 | % |
|
| 28 | % |
|
| 11 | % |
|
| 14 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Research |
|
| Consulting |
|
| Events |
|
| Consolidated |
| ||||
|
| (dollars in thousands) |
| |||||||||||||
Nine Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
| $ | 163,071 |
|
| $ | — |
|
| $ | — |
|
| $ | 163,071 |
|
Connect |
|
| 40,677 |
|
|
| — |
|
|
| — |
|
|
| 40,677 |
|
Analytics |
|
| 15,482 |
|
|
| — |
|
|
| — |
|
|
| 15,482 |
|
Total research revenues |
|
| 219,230 |
|
|
| — |
|
|
| — |
|
|
| 219,230 |
|
Consulting |
|
| 40,749 |
|
|
| 62,231 |
|
|
| — |
|
|
| 102,980 |
|
Events |
|
| — |
|
|
| — |
|
|
| 6,253 |
|
|
| 6,253 |
|
Total segment revenues |
|
| 259,979 |
|
|
| 62,231 |
|
|
| 6,253 |
|
|
| 328,463 |
|
Segment expenses |
|
| (81,979 | ) |
|
| (29,766 | ) |
|
| (5,167 | ) |
|
| (116,912 | ) |
Year over year revenue change |
|
| (1 | %) |
|
| 12 | % |
|
| (68 | %) |
|
| (3 | %) |
Year over year expense change |
|
| (9 | %) |
|
| 6 | % |
|
| (61 | %) |
|
| (11 | %) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Research |
|
| Consulting |
|
| Events |
|
| Consolidated |
| ||||
|
| (dollars in thousands) |
| |||||||||||||
Nine Months Ended September 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research |
| $ | 161,107 |
|
| $ | — |
|
| $ | — |
|
| $ | 161,107 |
|
Connect |
|
| 41,895 |
|
|
| — |
|
|
| — |
|
|
| 41,895 |
|
Analytics |
|
| 16,434 |
|
|
| — |
|
|
| — |
|
|
| 16,434 |
|
Total research revenues |
|
| 219,436 |
|
|
| — |
|
|
| — |
|
|
| 219,436 |
|
Consulting |
|
| 42,768 |
|
|
| 55,654 |
|
|
| — |
|
|
| 98,422 |
|
Events |
|
| — |
|
|
| — |
|
|
| 19,570 |
|
|
| 19,570 |
|
Total segment revenues |
|
| 262,204 |
|
|
| 55,654 |
|
|
| 19,570 |
|
|
| 337,428 |
|
Segment expenses |
|
| (89,780 | ) |
|
| (28,207 | ) |
|
| (13,398 | ) |
|
| (131,385 | ) |
29
|
| Research Segment |
|
| Consulting Segment |
|
| Events Segment |
|
| Consolidated |
| ||||
|
| (dollars in thousands) |
| |||||||||||||
Nine Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Research revenues |
| $ | 223,746 |
|
| $ | — |
|
| $ | — |
|
| $ | 223,746 |
|
Consulting revenues |
|
| 36,388 |
|
|
| 62,076 |
|
|
| — |
|
|
| 98,464 |
|
Events revenues |
|
| — |
|
|
| — |
|
|
| 6,253 |
|
|
| 6,253 |
|
Total segment revenues |
|
| 260,134 |
|
|
| 62,076 |
|
|
| 6,253 |
|
|
| 328,463 |
|
Segment expenses |
|
| (81,979 | ) |
|
| (29,766 | ) |
|
| (5,167 | ) |
|
| (116,912 | ) |
Research segment revenues decreased 2% and 1% increased 5%during both the three and nine months ended September 30, 2020, respectively,2021, compared to the prior year periods. This includes the fair value adjustment of pre-acquisition deferred revenue, which reduced revenues duringFor the three and nine months ended September 30, 2019, favorably impacting the comparable periods in 2020 by 2% and 3%, respectively. The decrease in segment revenues during the three months ended September 30, 2020, after adjusting for the deferred revenue fair value adjustment, was due to (1) a decrease in Research product line revenues due to a decrease in our subscription revenues that was partially offset by an increase in reprint2021, research product revenues within this segmentincreased 7% and (2) a decrease in Connect product revenues due5%, respectively, which primarily to a decrease in the leadership board product that was partially offset by an increase in the learning and executive programs products. The decrease in segment revenuesresulted from increased contract value during the nine months ended September 30, 2020, after adjusting for the deferred revenue fair value adjustment, was due to (1) a decrease in Research product line revenues due to a decrease in our subscription revenues that was partially offset by an increase in reprint product revenues, (2) a decrease in Connect product revenues due primarily to a decrease in the leadership board product that was partially offset by an increase in the learning and executive programs products, (3) a decrease in our Analytics products, and (4) a decrease in Consulting product revenues due to a decrease in advisory delivery during thethis period.
Research segment expenses remained essentially consistent and decreased 9% during For the three and nine months ended September 30, 2020, respectively,2021, consulting product revenues within this segment decreased 11% and 1%, respectively. For the three months ended September 30, 2021, the decrease was primarily due to decreased delivery of both advisory and consulting services. For the nine months ended September 30, 2021, the decrease was primarily due to decreased delivery of consulting services, partially offset by increased delivery of advisory services.
Research segment expenses remained essentially consistent for the three months ended September 30, 2021 and increased 8% during the nine months ended September 30, 2021, compared to the prior year periods. The decreaseincrease in expenses during the nine months ended September 30, 20202021 was primarily due to (1) a $4.6$5.0 million decreaseincrease in compensation and benefit costs resulting principally from a decreaseprimarily due to an increase in incentive bonuses and other related cost-reduction measures implemented as a result of the impact of the COVID-19 pandemic,merit increases, partially offset by a decrease in headcount in the first half of the year compared to the prior year and (2) a $2.6 million increase in professional services costs due to an increase in headcountsurvey costs, new product development, and meritcontractor costs. These increases and (2) were partially offset by a $3.2$1.1 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic.
Consulting segment revenues increased 10%27% and 12%30% during the three and nine months ended September 30, 2020,2021, respectively, compared to the prior year periods driven by strong demand for consulting services.
Consulting segment expenses increased 4% and 6%periods. The increase in revenues during the three and nine months ended September 30, 2020,2021 was primarily due to continued strong demand for our content marketing and strategy consulting offerings.
Consulting segment expenses increased 35% and 28% during the three and nine months ended September 30, 2021, respectively, compared to the prior year periods. The increase in expenses during the three months ended September 30, 20202021 was primarily due to (1) a $0.7 $1.8 million increase in professional services primarily due to an increase in outsourced services related to revenue delivery and contractor costs and (2) a $1.5 million increase in compensation and benefit costs primarily due to an increase in survey costs, which was partially offset by a $0.4 million decrease in travelincentive bonuses and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic.merit increases. The increase in expenses during the nine months ended September 30, 20202021 was primarily due to (1) a $2.2 $4.7 million increase in professional services primarily due to an increase in outsourced services related to revenue delivery and an increase in surveycontractor costs, temporary contractors, and product enhancements, (2) a $0.5$4.0 million increase in compensation and benefit costs primarily due to an increase in headcountreinstating incentive bonus programs and merit increases, partially offset by a decrease in incentive bonuses due toother benefits that were eliminated as part of the cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 pandemic and (3)merit increases, partially offset by a $1.0 million decrease in travel and entertainment expenses due to reduced travel as a resultheadcount in the first half of the COVID-19 pandemic.year compared to prior year.
Event segment revenues decreased 21%23% and 68%increased 25% during the three and nine months ended September 30, 2020, respectively, compared to the prior year periods. This includes the fair value adjustment of pre-acquisition deferred revenue, which reduced revenues during the nine months ended September 30, 2019, favorably impacting the comparable period in 2020 by 13%. The decrease in Events revenues was due to lower sponsorship revenues in 2020 compared to the prior year due primarily to the change to virtual events as a result of the COVID-19 pandemic, and, to a lesser extent, having seven fewer events during the 2020 period.
Event segment expenses decreased 26% and 61% during the three and nine months ended September 30, 2020,2021, respectively, compared to the prior year periods. The decrease in expensesrevenues during the three months ended September 30, 20202021 was primarily due to a $0.4 million decreaselower sponsorship revenues and hosting smaller events in event expenses due primarilythe three months ended September 30, 2021 compared to the change to virtual events as a result of the COVID-19 pandemic, and, to a lesser extent, having one fewer event during the 2020prior year period. The decreaseincrease in expensesrevenues during the nine months ended September 30, 20202021 was primarily due to (1) a $7.9 million decrease in eventhigher sponsorship revenues.
Event segment expenses due primarilyincreased 53% and 11% during the three and nine months ended September 30, 2021, respectively, compared to the changeprior year periods. The increase in expenses during the three and nine months ended September 30, 2021 was primarily due to virtual eventshotel cancellation fees incurred as a result of the COVID-19 pandemic, and,switching from in-person to a lesser extent, having seven fewer events during the 2020 period, and (2) a $0.3 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic.virtual events.
Liquidity and Capital Resources
We have historically financed our operations primarily through funds generated from operations. Research revenues, which constituted approximately 67%65% of our revenues during the nine months ended September 30, 2020,2021, are generally renewable annually and are typically payable in advance. We generated cash from operating activities of $29.2$85.0 million and $45.6$29.2 million during the nine months ended September 30, 20202021 and 2019,2020, respectively. The $16.4$55.8 million decreaseincrease in cash provided from operations for the nine months ended September 30, 2020 2021 compared to the prior year period was primarily due to a $33.2$40.5 million reductionincrease in cash generated from accounts receivable and deferred revenue due to a reductionan increase in contract bookings for the period, partially offset by the combination of an increase in net income for the period with an increaseand strong collections activity and a $9.6 million reduction in cash used for working capital.capital (excluding accounts receivable and deferred revenue).
30
During the nine months ended September 30, 2021, we used cash in investing activities of $26.9 million primarily for $17.0 million in net purchases of marketable investments and $9.8 million of purchases of property and equipment, primarily consisting of computer software, leasehold improvements and equipment.During the nine months ended September 30, 2020, we used cash in investing activities of $2.9 million primarily for $7.3 million of purchases of property and equipment, primarily consisting of software and leasehold improvements.improvements. This was partially offset by a $4.3 million distribution received from an equity method investment. During
We used $15.5 million of cash from financing activities during the nine months ended September 30, 2019,
we used cash in investing activities of $246.0 million, consisting2021 primarily of $237.7due to $10.6 million for the acquisitionpurchases of SiriusDecisions, netour common stock, $9.4 million of cash acquired, and $8.4repayments of our term loan, as well as $3.3 million in purchasestaxes paid related to net share settlements of property and equipment, consisting primarilyrestricted stock units, partially offset by $7.8 million of software and leasehold improvements.
net proceeds from the issuance of common stock under our stock-based incentive plans. We used $21.5 million of cash fromin financing activities during the nine months ended September 30, 2020 primarily due to $21.0 million of repayments of debt that consisted ofincluded $14.0 million of discretionary payments on our revolving credit facility and $7.0 million of required repayments of our term loan. We generated $130.3 million
As of cash in financing activities during the nine months ended September 30, 2019 2021, our remaining stock repurchase authorization was approximately $49.5 million. primarily dueIn October 2021, our Board of Directors increased our stock repurchase authorization by an additional $50.0 million. We plan to $171.3 million of borrowings, which reflects the face value of debt of $175.0 million less $3.7 million that was netted against the proceeds to pay debt issuance costs. This was partially offset by $40.7 million of repayments of debt that consisted of $36.0 million of discretionary payments onrepurchase our revolving credit facility and $4.7 million of required repayments of our term loan. During the remainder of 2020, we anticipate paying approximately $2.7 million of deferred acquisition purchase price for a contingent consideration agreement (refer to Note 8 – Fair Value Measurements in the Notes to Consolidated Financial Statements).common stock as market conditions warrant.
In connection with the acquisition of SiriusDecisions, weWe entered into a $200.0 million credit agreement on January 3, 2019 (the “Credit Agreement”).2019. The Credit Agreementcredit agreement provides for: (1) senior secured term loans in an aggregate principal amount of $125.0 million (the “Term Loans”“Term Loans”) and, (2) a senior secured revolving credit facility in an aggregate principal amount of $75.0 million (the “Revolving“Revolving Credit Facility”). We utilized the full $125.0 million of the Term LoansFacility” and, $50.0 million of the Revolving Credit Facility to finance a portion of the acquisition of SiriusDecisions and to pay certain fees, costs and expenses incurred in connectiontogether with the Term Loans, and Revolving Credit Facility.the “Facilities”). Additional information is provided in Note 4 – Debt in the Notes to Consolidated Financial Statements.
Borrowings under the Credit Agreement can be repaid early, in part or in whole, at any time and from time to time, without premium or penalty, other than customary breakage reimbursement requirements for the London Interbank Offering Rate (“LIBOR”) based loans.Statements. The Term Loans must be prepaid with net cash proceedsFacilities mature on January 3, 2024. As of (i) certain debt incurred or issued by us and our restricted subsidiaries and (ii) certain asset sales and condemnation or casualty events, subject to certain reinvestment rights.
Amounts borrowed under the Credit Agreement bear interest, at our 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 our consolidated total leverage ratio or (ii) the alternate base rate plus a margin that is between 0.75% and 1.50% based on our consolidated total leverage ratio. In addition,September 30, 2021, we will pay a commitment fee that is between 0.25% and 0.35% per annum, based on our consolidated total leverage ratio,had remaining principal payments on the average daily unused portion of the Revolving Credit Facility, payable quarterly,Facilities totaling $100.0 million, contractually due as follows: $3.1 million in arrears. During 2019, we entered into an interest rate swap contract to effectively convert the floating base interest rate to a fixed rate on a majority of the outstanding Term Loan principal balance. Additional information is provided2021, $28.1 million within 2022 and 2023, and $68.8 million in Note 7 – 2024.Derivatives and Hedging in the Notes to the Consolidated Financial Statements.
The Credit Agreement containsFacilities contain certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio and minimum fixed charge coverage ratio. The negative covenants limit, subject to various exceptions, our ability to incur additional indebtedness, create liens on assets, merge, consolidate, liquidate or dissolve any part of Forrester,the Company, sell assets, pay dividends or other payments in respect to capital stock, change fiscal year, or enter into certain transactions with affiliates and subsidiaries. We were in full compliance with the covenants as of September 30, 2021 and expect to continue to be in compliance through the next 12 months.
Additional future contractual cash obligations extending over the next 12 months and beyond primarily consist of operating lease payments. We lease office space under non-cancelable operating lease agreements (refer to Note 5 – Leases in the Notes to Consolidated Financial Statements for additional information). The Credit Agreement also contains customary eventsremaining duration of default, representations, and warranties.
non-cancelable office space leases ranges from less than 1 year to 10 years. As of September 30, 2020,2021, remaining non-cancelable lease payments are due as follows: $3.8 million in 2021, $33.1 million within 2022 and 2023, $30.4 million within 2024 and 2025, and $27.0 million beyond 2025.
In addition to the contractual cash commitments included above, we were in compliance with our financial covenants under the Credit Agreement. We currently forecasthave other payables and liabilities that we willmay be in compliance with our financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the cost cutting measures implemented during the first half of the year. If the impact of COVID-19 is more severe than currently forecasted this may impact our ability to comply with our financial covenants which could have a material adverse effect on our business. legally enforceable but are not considered contractual commitments.
As of September 30, 2020,2021, we had cash and cash equivalents of $73.0$129.3 million. This balance includes $57.9$65.7 million held outside of the U.S. If the cash outside of the U.S. is needed for operations in the U.S., we would be required to accrue and pay U.S. state taxes and may be required to pay withholding taxes to foreign jurisdictions to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate these funds for our U.S. operations. We believe that our current cash balance and cash flows from operations will satisfy working capital, financing activities, and capital expenditure requirements for the next twelve months.
Contractual Obligations
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 included a material change to the operating lease payments and purchase commitment lines of the contractual obligations table as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019. As of March 31, 2020, we had the following updated contractual obligations (in thousands):
Contractual Obligations |
|
|
| Total |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| Thereafter |
| |||||||
Operating lease payments (1) |
|
|
| $ | 104,638 |
|
| $ | 7,872 |
|
| $ | 15,957 |
|
| $ | 15,988 |
|
| $ | 15,485 |
|
| $ | 15,130 |
|
| $ | 34,206 |
|
Purchase commitments (2) |
|
|
|
| 8,372 |
|
|
| 6,632 |
|
|
| 870 |
|
|
| 870 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
| $ | 113,010 |
|
| $ | 14,504 |
|
| $ | 16,827 |
|
| $ | 16,858 |
|
| $ | 15,485 |
|
| $ | 15,130 |
|
| $ | 34,206 |
|
|
|
|
|
Other than as noted above, the Contractual Obligations section in our Annual Report on Form 10-K for the year ended December 31, 2019 remains current in all material respects.
Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet financing arrangements.
Recent Accounting Pronouncements
Refer to Note 1 – Interim Consolidated Financial Statements in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements including the expected dates of adoption and effects on results of operations and financial condition.
31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our assessment of our sensitivity to market risk since our presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2019.2020.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined under Securities Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2020.2021. Based upon their evaluation and subject to the foregoing, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance as of that date.
Changes in Internal Control Over Financial Reporting
Except as noted below, thereThere was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2020,2021, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In response to COVID-19, we have undertaken measures to protect our employees, partners, and clients, including encouraging employees to work remotely. These changes have compelled us to modify some of our control procedures. However, these changes have so far not been material.
32
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be subject to legal proceedings and civil and regulatory claims that arise in the ordinary course of our business activities. Regardless of the outcome, litigation can have a material adverse effect on us because of defense and settlement costs, diversion of management resources, and other factors.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019,2020, 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. In addition, we are updating the risk factor included in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2020 and June 30, 2020, titled “We Face Risks Related to Health Epidemics That Could Adversely Impact Our Business” as follows:
We Face Risks Related to Health Epidemics That Could Adversely Impact Our Business. Our business has been and could continue to be adversely affected by the effects of a widespread outbreak of contagious disease, including the outbreak of respiratory illness caused by a novel coronavirus first identified in Wuhan, Hubei Province, China, or COVID-19. Any outbreak of contagious diseases, and other adverse public health developments, could have a material and adverse effect on our business operations. This could include disruptions or restrictions on the ability of our employees or our customers to travel and a slowdown in the global economy, which could adversely affect our ability to sell or fulfill, and a reduction in demand for, our products, services or events. Any disruption or delay of our customers or third-party service providers would likely impact our operating results. The COVID-19 pandemic has significantly affected our business beginning in March 2020 primarily through lower contract bookings and a reduction in revenues from the conversion of our Events from in-person events to virtual events. We typically generate a significant portion of our Events revenues in the second quarter of the year, including revenues from our two flagship events, the SiriusDecisions Summit and CX North America, both of which were held as virtual events, resulting in significant reduction in revenues and profits from these two events. We held our Events during the third quarter as virtual events and also plan to hold our Events for the remainder of 2020 as virtual events. While the duration and severity of this pandemic is uncertain, the Company currently expects the reduction in its subscription Research, Connect and Analytics revenues to continue during the fourth quarter of 2020 due to reduced customer contract booking activity that began in March and continued into the third quarter of 2020. The extent to which the COVID-19 pandemic ultimately impacts our business, financial condition, results of operations, cash flows, and liquidity may differ from our current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
We have implemented several cost-reduction measures that include reductions to travel, new hiring, and employee incentive compensation programs. We will continue to proactively respond to the situation and may take further actions that alter our business operations as may be required by governmental authorities, or that we determine are in the best interests of our employees and customers.
As of September 30, 2020, we were in compliance with our financial covenants under our Credit Agreement (refer to Note 4 – Debt in the Notes to Consolidated Financial Statements). We currently forecast that we will be in compliance with our financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the measures noted above. If the impact of COVID-19 is more severe than currently forecasted this may impact our ability to comply with our financial covenants which could have a material adverse effect on us.
The risks described in our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2020 and June 30, 2020, and the updated risks within this Form 10-Q are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Through September 30, 2020,2021, our Board of Directors authorized an aggregate $535.0 million to purchase common stock under our stock repurchase program. In October 2021, our Board of Directors increased our stock repurchase authorization by an additional $50.0 million.During the quarter ended September 30, 2020,2021, we did not purchase anypurchased the following shares of our common stock under the stock repurchase program. As previously disclosed, subsequent to our acquisition of SiriusDecisions we anticipate continuing to substantially reduce or eliminate repurchases of our common stock during 2020.program:
|
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|
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|
|
|
| Maximum Dollar |
| |||
|
|
|
|
|
|
|
| Value that May |
| |||
|
|
|
|
|
|
|
| Yet be Purchased |
| |||
|
| Total Number of |
|
| Average Price |
|
| Under the Stock |
| |||
Period |
| Shares Purchased (1) |
|
| Paid per Share |
|
| Repurchase Program |
| |||
|
|
|
|
|
|
|
| (In thousands) |
| |||
July 1 - July 31 |
|
| 50,420 |
|
| $ | 46.14 |
|
|
|
| |
August 1 - August 31 |
|
| 81,000 |
|
| $ | 46.25 |
|
|
|
| |
September 1 - September 30 |
|
| 39,585 |
|
| $ | 47.99 |
|
|
|
| |
|
|
| 171,005 |
|
|
|
|
| $ | 49,498 |
|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
33
ITEM 6. EXHIBITS
3.1 | ||
3.2 | ||
3.3 | Certificate of Amendment to Restated Certificate of Incorporation of Forrester Research, Inc. | |
3.4 | ||
4.1 | ||
31.1 | Certification of the Principal Executive Officer. (filed herewith) | |
31.2 | Certification of the Principal Financial Officer. (filed herewith) | |
32.1 | ||
32.2 | ||
101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (filed herewith) | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. (filed herewith) | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). (filed herewith) |
34
SIGNATURES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FORRESTER RESEARCH, INC. | ||
By: |
| /s/ |
|
|
|
|
| Chief Financial Officer (Principal financial officer) |
Date: November 6, 20205, 2021
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