UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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, 2017March 31, 2021

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)

 

DELAWAREDelaware

 

04-2797789

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

60 Acorn Park Drive

CAMBRIDGE, MASSACHUSETTSCambridge, Massachusetts

 

02140

(Zip Code)

(Address of principal executive offices)

 

(Zip Code)

(617) 613-6000

(Registrant’s telephone number, including area code: (617) 613-6000code)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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. (Check one):

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 (Do not check if a smaller reporting company)

 

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 NovemberMay 3, 2017 17,975,0002021, 19,129,000 shares of the registrant’s common stock were outstanding.



 

FORRESTER RESEARCH, INC.

INDEX TO FORM 10-Q

 

 

 

PAGEPage

PART I

FINANCIAL INFORMATION

 

Item 1.

PART I. FINANCIAL INFORMATIONFinancial Statements (Unaudited)

3

 

4

ITEM 1. Financial Statements (Unaudited)

4

Consolidated Balance Sheets as of September 30, 2017March 31, 2021 and December 31, 20162020

3

 

4

Consolidated Statements of IncomeOperations for the Threethree months ended March 31, 2021 and Nine Months Ended September 30, 2017 and 20162020

4

 

5

Consolidated Statements of Comprehensive Income (Loss) for the Threethree months ended March 31, 2021 and Nine Months Ended September 30, 2017 and 20162020

5

 

6

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017three months ended March 31, 2021 and 20162020

6

 

7

Notes to Consolidated Financial Statements

8

7

Item 2.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

19

Item 3.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

26

Item 4.

Controls and Procedures

26

 

26

 

ITEM 4. Controls and ProceduresPART II

26OTHER INFORMATION

 

PART II. OTHER INFORMATIONItem 1.

Legal Proceedings

27

ITEMItem 1A. Risk Factors

Risk Factors

27

Item 2.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

27

Item 3.

Defaults Upon Senior Securities

27

Item 4.

Mine Safety Disclosures

27

Item 5.

Other Information

27

Item 6.

Exhibits

28

 

27

 

ITEM 6. ExhibitsSIGNATURES

28

29

 

 

 

 

 


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORRESTER RESEARCH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data, unaudited)

 

 

September 30,

 

 

December 31,

 

 

March 31,

 

 

December 31,

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

ASSETS

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

79,960

 

 

$

76,958

 

 

$

125,600

 

 

$

90,257

 

Marketable investments (Note 3)

 

 

54,019

 

 

 

61,147

 

Accounts receivable, net

 

 

39,481

 

 

 

58,812

 

Accounts receivable, net of allowance for expected credit losses of $731 and $708 as

of March 31, 2021 and December 31, 2020, respectively

 

 

68,822

 

 

 

84,695

 

Deferred commissions

 

 

9,146

 

 

 

12,052

 

 

 

21,937

 

 

 

23,620

 

Prepaid expenses and other current assets

 

 

15,817

 

 

 

14,467

 

 

 

19,913

 

 

 

18,588

 

Total current assets

 

 

198,423

 

 

 

223,436

 

 

 

236,272

 

 

 

217,160

 

Property and equipment, net

 

 

26,128

 

 

 

23,894

 

 

 

26,513

 

 

 

27,032

 

Operating lease right-of-use assets

 

 

73,810

 

 

 

69,296

 

Goodwill

 

 

75,815

 

 

 

73,193

 

 

 

245,691

 

 

 

247,211

 

Intangible assets, net

 

 

927

 

 

 

1,464

 

 

 

73,898

 

 

 

77,995

 

Other assets

 

 

13,095

 

 

 

13,798

 

 

 

7,535

 

 

 

5,524

 

Total assets

 

$

314,388

 

 

$

335,785

 

 

$

663,719

 

 

$

644,218

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

613

 

 

$

1,806

 

 

$

380

 

 

$

657

 

Accrued expenses and other current liabilities

 

 

36,838

 

 

 

41,403

 

 

 

54,747

 

 

 

76,620

 

Current portion of long-term debt

 

 

12,500

 

 

 

12,500

 

Deferred revenue

 

 

132,929

 

 

 

134,265

 

 

 

216,522

 

 

 

179,968

 

Total current liabilities

 

 

170,380

 

 

 

177,474

 

 

 

284,149

 

 

 

269,745

 

Non-current liabilities

 

 

8,788

 

 

 

8,275

 

Long-term debt, net of deferred financing fees

 

 

92,319

 

 

 

95,299

 

Non-current operating lease liabilities

 

 

74,567

 

 

 

70,323

 

Other non-current liabilities

 

 

20,447

 

 

 

23,085

 

Total liabilities

 

 

179,168

 

 

 

185,749

 

 

 

471,482

 

 

 

458,452

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Note 7):

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 4, 13)

 

 

 

 

 

 

 

 

Stockholders' Equity (Note 11):

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Authorized - 500 shares; issued and outstanding - none

 

 

 

 

 

 

Authorized - 500 shares; issued and outstanding - NaN

 

 

 

 

 

 

Common stock, $0.01 par value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Authorized - 125,000 shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued - 22,293 and 21,719 shares as of September 30, 2017 and December 31, 2016, respectively

 

 

 

 

 

 

 

 

Outstanding - 17,902 and 18,361 shares as of September 30, 2017 and December 31, 2016, respectively

 

 

223

 

 

 

217

 

Issued - 23,755 and 23,648 shares as of March 31, 2021 and December 31, 2020,

respectively

 

 

 

 

 

 

 

 

Outstanding - 19,124 and 19,017 shares as of March 31, 2021 and

December 31, 2020, respectively

 

 

238

 

 

 

236

 

Additional paid-in capital

 

 

175,218

 

 

 

157,569

 

 

 

234,752

 

 

 

230,128

 

Retained earnings

 

 

124,343

 

 

 

121,799

 

 

 

131,937

 

 

 

127,981

 

Treasury stock - 4,391 and 3,358 shares as of September 30, 2017 and December 31, 2016, respectively, at cost

 

 

(161,943

)

 

 

(121,976

)

Treasury stock - 4,631 shares as of March 31, 2021 and December 31, 2020

 

 

(171,889

)

 

 

(171,889

)

Accumulated other comprehensive loss

 

 

(2,621

)

 

 

(7,573

)

 

 

(2,801

)

 

 

(690

)

Total stockholders’ equity

 

 

135,220

 

 

 

150,036

 

 

 

192,237

 

 

 

185,766

 

Total liabilities and stockholders’ equity

 

$

314,388

 

 

$

335,785

 

 

$

663,719

 

 

$

644,218

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 


FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS

(In thousands, except per share data, unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

September 30,

 

 

September 30,

 

 

March 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services

 

$

54,235

 

 

$

52,727

 

 

$

160,553

 

 

$

160,998

 

Advisory services and events

 

 

26,134

 

 

 

24,700

 

 

 

86,743

 

 

 

81,651

 

Research

 

$

74,968

 

 

$

74,267

 

Consulting

 

 

38,550

 

 

 

31,988

 

Events

 

 

263

 

 

 

90

 

Total revenues

 

 

80,369

 

 

 

77,427

 

 

 

247,296

 

 

 

242,649

 

 

 

113,781

 

 

 

106,345

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services and fulfillment

 

 

32,508

 

 

 

29,889

 

 

 

100,814

 

 

 

95,429

 

 

 

47,477

 

 

 

43,353

 

Selling and marketing

 

 

29,225

 

 

 

27,751

 

 

 

90,355

 

 

 

87,490

 

 

 

39,279

 

 

 

40,273

 

General and administrative

 

 

10,083

 

 

 

10,086

 

 

 

30,672

 

 

 

30,359

 

 

 

13,178

 

 

 

12,005

 

Depreciation

 

 

1,607

 

 

 

1,941

 

 

 

4,775

 

 

 

5,982

 

 

 

2,290

 

 

 

2,406

 

Amortization of intangible assets

 

 

197

 

 

 

208

 

 

 

582

 

 

 

627

 

 

 

3,903

 

 

 

4,712

 

Reorganization costs

 

 

 

 

 

 

 

 

 

 

 

1,026

 

Integration costs

 

 

118

 

 

 

2,875

 

Total operating expenses

 

 

73,620

 

 

 

69,875

 

 

 

227,198

 

 

 

220,913

 

 

 

106,245

 

 

 

105,624

 

Income from operations

 

 

6,749

 

 

 

7,552

 

 

 

20,098

 

 

 

21,736

 

 

 

7,536

 

 

 

721

 

Other income, net

 

 

146

 

 

 

229

 

 

 

248

 

 

 

374

 

Losses on investments, net

 

 

(772

)

 

 

(1,085

)

 

 

(997

)

 

 

(1,139

)

Income before income taxes

 

 

6,123

 

 

 

6,696

 

 

 

19,349

 

 

 

20,971

 

Income tax provision

 

 

2,170

 

 

 

3,584

 

 

 

6,302

 

 

 

9,110

 

Net income

 

$

3,953

 

 

$

3,112

 

 

$

13,047

 

 

$

11,861

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per common share

 

$

0.22

 

 

$

0.17

 

 

$

0.73

 

 

$

0.66

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted income per common share

 

$

0.22

 

 

$

0.17

 

 

$

0.72

 

 

$

0.65

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(1,129

)

 

 

(1,538

)

Other income (expense), net

 

 

(470

)

 

 

310

 

Gain on investments, net

 

 

 

 

 

13

 

Income (loss) before income taxes

 

 

5,937

 

 

 

(494

)

Income tax expense

 

 

1,981

 

 

 

19

 

Net income (loss)

 

$

3,956

 

 

$

(513

)

Basic income (loss) per common share

 

$

0.21

 

 

$

(0.03

)

Diluted income (loss) per common share

 

$

0.21

 

 

$

(0.03

)

Basic weighted average common shares outstanding

 

 

17,747

 

 

 

18,062

 

 

 

17,897

 

 

 

17,896

 

 

 

19,061

 

 

 

18,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

18,051

 

 

 

18,435

 

 

 

18,212

 

 

 

18,168

 

 

 

19,288

 

 

 

18,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.19

 

 

$

0.18

 

 

$

0.57

 

 

$

0.54

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 


FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income

$

3,953

 

 

$

3,112

 

 

$

13,047

 

 

$

11,861

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

1,601

 

 

 

(120

)

 

 

4,905

 

 

 

(68

)

Net change in market value of investments

 

23

 

 

 

(48

)

 

 

47

 

 

 

72

 

Other comprehensive income (loss)

 

1,624

 

 

 

(168

)

 

 

4,952

 

 

 

4

 

Comprehensive income

$

5,577

 

 

$

2,944

 

 

$

17,999

 

 

$

11,865

 

 

Three Months Ended

 

 

March 31,

 

 

2021

 

 

2020

 

Net income (loss)

$

3,956

 

 

$

(513

)

 

 

 

 

 

 

 

 

Other comprehensive loss net of tax:

 

 

 

 

 

 

 

Foreign currency translation

 

(2,301

)

 

 

(1,920

)

Net change in market value of interest rate swap

 

190

 

 

 

(1,181

)

Other comprehensive loss

 

(2,111

)

 

 

(3,101

)

Comprehensive income (loss)

$

1,845

 

 

$

(3,614

)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 


FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

 

Nine Months Ended

 

September 30,

 

Three Months Ended

 

2017

 

 

2016

 

March 31,

 

 

 

 

 

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

13,047

 

 

$

11,861

 

Adjustments to reconcile net income to net cash provided by operating

activities:

 

 

 

 

 

 

 

Net income (loss)

$

3,956

 

 

$

(513

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

4,775

 

 

 

5,982

 

 

2,290

 

 

 

2,406

 

Impairment of property and equipment

 

 

 

 

626

 

Amortization of intangible assets

 

582

 

 

 

627

 

 

3,903

 

 

 

4,712

 

Net losses from investments

 

997

 

 

 

1,139

 

Net gains from investments

 

 

 

 

(13

)

Deferred income taxes

 

(921

)

 

 

(413

)

 

(2,395

)

 

 

(251

)

Stock-based compensation

 

6,423

 

 

 

5,731

 

 

2,492

 

 

 

2,802

 

Amortization of premium on investments

 

171

 

 

 

267

 

Foreign currency losses

 

444

 

 

 

98

 

Changes in assets and liabilities

 

 

 

 

 

 

 

Operating lease right-of-use assets, amortization, and impairments

 

2,666

 

 

 

4,535

 

Amortization of deferred financing fees

 

232

 

 

 

244

 

Foreign currency (gains) losses

 

521

 

 

 

(229

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

20,140

 

 

 

31,078

 

 

15,181

 

 

 

24,556

 

Deferred commissions

 

2,906

 

 

 

3,890

 

 

1,683

 

 

 

1,723

 

Prepaid expenses and other current assets

 

(979

)

 

 

2,322

 

 

(1,255

)

 

 

(6,943

)

Accounts payable

 

(1,208

)

 

 

133

 

 

(275

)

 

 

(143

)

Accrued expenses and other liabilities

 

(6,041

)

 

 

(10,101

)

 

(22,235

)

 

 

(27,264

)

Deferred revenue

 

(3,473

)

 

 

(14,309

)

 

36,505

 

 

 

18,574

 

Operating lease liabilities

 

(2,718

)

 

 

(2,999

)

Net cash provided by operating activities

 

36,863

 

 

 

38,305

 

 

40,551

 

 

 

21,823

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

(5,806

)

 

 

(3,334

)

 

(1,468

)

 

 

(2,401

)

Purchases of marketable investments

 

(27,430

)

 

 

(35,555

)

Proceeds from sales and maturities of marketable investments

 

34,458

 

 

 

20,086

 

Other investing activity

 

200

 

 

 

(49

)

Net cash provided by (used in) investing activities

 

1,422

 

 

 

(18,852

)

Net cash used in investing activities

 

(1,468

)

 

 

(2,401

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid on common stock

 

(10,205

)

 

 

(9,696

)

Repurchases of common stock

 

(39,967

)

 

 

 

Payments on borrowings

 

(3,125

)

 

 

(16,344

)

Proceeds from issuance of common stock under employee equity

incentive plans

 

13,866

 

 

 

9,987

 

 

2,614

 

 

 

1,955

 

Taxes paid related to net share settlements of stock-based compensation awards

 

(2,511

)

 

 

(2,069

)

 

(480

)

 

 

(902

)

Net cash used in financing activities

 

(38,817

)

 

 

(1,778

)

 

(991

)

 

 

(15,291

)

Effect of exchange rate changes on cash and cash equivalents

 

3,534

 

 

 

(870

)

Net increase in cash and cash equivalents

 

3,002

 

 

 

16,805

 

Cash and cash equivalents, beginning of period

 

76,958

 

 

 

53,331

 

Cash and cash equivalents, end of period

$

79,960

 

 

$

70,136

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

(478

)

 

 

(2,683

)

Net change in cash, cash equivalents and restricted cash

 

37,614

 

 

 

1,448

 

Cash, cash equivalents and restricted cash, beginning of period

 

90,652

 

 

 

69,192

 

Cash, cash equivalents and restricted cash, end of period

$

128,266

 

 

$

70,640

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

$

902

 

 

$

1,286

 

Cash paid for income taxes

$

1,719

 

 

$

1,356

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


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 generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.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, 2016.2020. 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, 2017March 31, 2021 may not be indicative of the results for the year ending December 31, 2017,2021, or any other period.

Reclassification

Effective for the first quarter of 2021, the 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 Company is classifying all components of its subscription research products within the Research revenues financial statement line on the Consolidated Statements of Operations. In prior periods, the separate advisory session performance obligations included in any of the Company’s subscription research products were classified within the Consulting revenues financial statement line. Prior periods have been reclassified to conform to the current presentation which resulted in approximately $1.4 million of revenue being reclassified from Consulting revenues to Research revenues during the three months ended March 31, 2020. This reclassification had 0 impact on the amount of total revenues previously reported.

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 on the accompanying Consolidated Statements of Cash Flows (in thousands).

 

Three Months Ended March 31,

 

 

2021

 

 

2020

 

Cash and cash equivalents

$

125,600

 

 

$

69,815

 

Restricted cash classified in (1):

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

360

 

 

 

787

 

Other assets

 

2,306

 

 

 

38

 

Cash, cash equivalents and restricted cash shown in statement of cash flows

$

128,266

 

 

$

70,640

 

(1)

Restricted cash consists of collateral required for leased office space, letters of credit, and credit card processing outside of the U.S. The short-term or long-term classification regarding the collateral for the leased office space and letters of credit is determined in accordance with the expiration of the underlying leases.

Adoption of New Accounting Pronouncements

The Company adopted the guidance in the Financial Accounting Standards Board’s (“FASB”) 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


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 million to decrease retained earnings.

The Company adopted the guidance in ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment on January 1, 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 7 – 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 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 that this standard may have on its financial position and results of operations, including the standard’s potential impact on any contractual changes in the future that may result from reference rate reform.

Note 2 — Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Goodwill is not amortized; however, it is required to be tested for impairment annually, which 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 qualitative assessment to determine if it was more likely than not thatthe 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 March 31, 2021, there were no events or circumstances that required an interim impairment test. Accordingly, as of March 31, 2021, the Company had 0 accumulated goodwill impairment losses. Approximately $8.2 million of goodwill is allocated to the Company’s Consulting reporting unit, which has a negative carrying value as of March 31, 2021.

The change in the carrying amount of goodwill for the three months ended March 31, 2021 is summarized as follows (in thousands):

 

Total

 

Balance at December 31, 2020

$

247,211

 

Translation adjustments

 

(1,520

)

Balance at March 31, 2021

$

245,691

 


Finite-Lived Intangible Assets

The carrying values of finite-lived intangible assets are as follows (in thousands):

 

March 31, 2021

 

 

Gross

 

 

 

 

 

 

Net

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Amount

 

 

Amortization

 

 

Amount

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

78,375

 

 

$

19,384

 

 

$

58,991

 

Technology

 

16,740

 

 

 

10,929

 

 

 

5,811

 

Trademarks

 

12,463

 

 

 

3,367

 

 

 

9,096

 

Total

$

107,578

 

 

$

33,680

 

 

$

73,898

 

 

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

 

Estimated intangible asset amortization expense for each of the five succeeding years is as follows (in thousands):

2021 (remainder)

$

11,212

 

2022

 

13,179

 

2023

 

11,938

 

2024

 

9,895

 

2025

 

8,879

 

Thereafter

 

18,795

 

Total

$

73,898

 

Note 3 — Debt

On January 3, 2019, the Company entered into a $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 million (the “Term Loans”) and (2) a senior secured revolving credit facility in an aggregate principal amount of $75.0 million (the “Revolving Credit Facility”). The Credit Agreement is scheduled to mature on January 3, 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 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% and 2.50% based on Forrester’s consolidated total leverage ratio, or (ii) the alternate base rate plus a margin that is between 0.75% and 1.50% based on Forrester’s consolidated total leverage ratio. In addition, the Company pays a commitment fee that is between 0.25% and 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 March 31, 2021, the amount payable in each year is set forth in the table below (in thousands):

2021 (remainder)

 

9,375

 

2022

 

12,500

 

2023

 

15,625

 

2024

 

68,750

 

Total remaining principal payments

$

106,250

 

The Revolving Credit Facility does not require repayment prior to maturity, subject to customary exceptions. The Company has $74.1 million of available borrowing capacity on the revolver (not including the expansion feature) as of March 31, 2021. Proceeds from the Revolving Credit Facility can be used towards working capital and general corporate purposes. Up to $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 March 31, 2021, $0.9 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 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.

Outstanding Borrowings

The following table summarizes the Company’s total outstanding borrowings as of the dates indicated (in thousands):

Description:

 

March 31, 2021

 

 

December 31, 2020

 

Principal amount outstanding (1) (2)

 

$

106,250

 

 

$

109,375

 

Less: Deferred financing fees

 

 

(1,431

)

 

 

(1,576

)

Net carrying amount

 

$

104,819

 

 

$

107,799

 

(1)

This amount consists entirely of the outstanding Term Loan balance.

(2)

The contractual annualized interest rate as of March 31, 2021 on the Term loan facility was 2.125%, which consisted of LIBOR of 0.125% plus a margin of 2.000%. However, the Company has an interest rate swap that effectively converts the floating LIBOR base rates on a portion of the amounts outstanding to a fixed base rate. Refer to Note 6 – Derivatives and Hedging for further information on the swap. The weighted average annual effective rate on the Company's total debt outstanding for the three months ended March 31, 2021, was 2.146%.

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 March 31, 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.


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% of the voting equity of certain subsidiaries).

Note 4 — 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 March 31,

 

 

2021

 

 

2020

 

Operating lease cost

$

3,819

 

 

$

3,991

 

Short-term lease cost

 

88

 

 

 

81

 

Variable lease cost

 

1,436

 

 

 

1,356

 

Sublease income

 

(61

)

 

 

(61

)

Total lease cost

$

5,282

 

 

$

5,367

 

Additional lease information is summarized in the following table (in thousands, except lease term and discount rate):

 

For the Three Months Ended March 31,

 

 

2021

 

 

2020

 

Cash paid for amounts included in the measurement of operating

   lease liabilities

$

2,718

 

 

$

2,999

 

Operating lease ROU assets obtained in exchange for lease

   obligations

$

7,433

 

 

$

1,466

 

Weighted-average remaining lease term - operating leases (years)

 

6.5

 

 

 

6.3

 

Weighted-average discount rate - operating leases

 

4.4

%

 

 

5.1

%

Future minimum lease payments under non-cancellable leases as of March 31, 2021 are as follows (in thousands):

2021 (remainder)

$

11,642

 

2022

 

16,623

 

2023

 

16,582

 

2024

 

16,208

 

2025

 

14,233

 

Thereafter

 

27,076

 

Total lease payments

 

102,364

 

Less imputed interest

 

(15,623

)

Present value of lease liabilities

$

86,741

 

Lease balances as of March 31, 2021 are as follows (in thousands):

Operating lease ROU assets

$

73,810

 

 

 

 

 

Short-term operating lease liabilities (1)

$

12,174

 

Non-current operating lease liabilities

 

74,567

 

Total operating lease liabilities

$

86,741

 

(1)

Included in accrued expenses and other current liabilities on the Consolidated Balance Sheets.

The Company’s leases do not contain residual value guarantees, material restrictions or covenants, and all sublease transactions are not material. The Company incurred $1.4 million of ROU asset impairments during the three months ended March 31, 2020 related to facility leases from the SiriusDecisions, Inc. acquisition that the Company no longer used as a result of the integration of SiriusDecisions. These impairments are recorded in integration costs on the Consolidated Statements of Operations.


Note 5 – 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 March 31,

 

Revenues: (1)

 

2021

 

 

2020

 

North America

 

$

90,896

 

 

$

88,410

 

Europe

 

 

15,081

 

 

 

11,787

 

Asia Pacific

 

 

6,393

 

 

 

5,051

 

Other

 

 

1,411

 

 

 

1,097

 

Total

 

$

113,781

 

 

$

106,345

 

(1)

Revenue location is determined based on where the products and services are consumed.

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 March 31, 2021 or 2020.

The majority of the Company’s contracts are non-cancellable. However, for contracts that are cancellable 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 cancellable contract.

During the three months ended March 31, 2021 and 2020, the Company recognized $72.3 and $69.9 million of revenue, respectively, related to its deferred revenue balances at January 1 of each such period. To determine revenue recognized in each period from deferred revenue at the beginning of each period, the Company first allocates revenue to the individual deferred revenue balance outstanding at the beginning of each period, until the revenue equals that balance.

Approximately $489.0 million of revenue is expected to be recognized during the next 24 months from remaining performance obligations as of March 31, 2021.

Reserves for Credit Losses

The allowance for expected credit losses on accounts receivable for the three months ended March 31, 2021 is summarized as follows (in thousands):

 

 

Total

Allowance

 

Balance at December 31, 2020

 

$

708

 

Provision for expected credit losses

 

 

86

 

Write-offs

 

 

(63

)

Balance at March 31, 2021

 

$

731

 

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 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. 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 earnings over the initial contract term, which is the same period the related revenue is recognized. Amortization expense related to deferred commissions for the three months ended March 31, 2021 and 2020 was $8.8 million and $8.1 million, respectively. The Company evaluates the recoverability of deferred commissions at each balance sheet date and there were 0 impairments recorded during the three months ended March 31, 2021 and 2020.

Note 6 — Derivatives and Hedging

The Company has a derivative contract (an interest rate swap) to mitigate the cash flow risk associated with changes in interest rates on its variable rate debt (refer to Note 3 – Debt). The Company accounts for its derivative 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 March 31, 2021, the Company had a single interest rate swap contract that matures in 2022, with an initial notional amount of $95.0 million. The notional amount at March 31, 2021 was $52.7 million. The Company pays a base fixed rate of 1.65275% and in return receives the greater of (1) 1-month LIBOR, rounded up to the nearest 1/16 of a percent, or (2) 0.00%. The fair value of the swap on March 31, 2021 was a liability of $0.9 million (refer to Note 7 – Fair Value Measurements for information on determining the fair value). The liability is included in other non-current liabilities on 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 income (loss), a component of 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 March 31, 2021, the interest rate swap was considered highly effective. Accordingly, the entire negative fair value as of March 31, 2021 of $0.6 million, net of taxes, is recorded in accumulated other comprehensive loss. The Company expects $0.5 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.

The Company’s derivative counterparty is an investment grade financial institution. The Company does not have any collateral arrangements with this counterparty and the derivative contract does not contain credit risk related contingent features. The table below provides information regarding amounts recognized in the Consolidated Statements of Operations for the derivative contract for the periods indicated (in thousands):

 

 

For the Three Months Ended

 

 

 

March 31,

 

Amount recorded in:

 

2021

 

 

2020

 

Interest expense (1)

 

$

(259

)

 

$

13

 

Total

 

$

(259

)

 

$

13

 

(1)

Consists of interest expense from the interest rate swap contract.


Note 7 — Fair Value Measurements

The carrying amounts reflected inon the Consolidated Balance Sheets for cash, and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term maturities. SeeThe Company’s financial instruments also include its outstanding variable-rate borrowings (refer to Note 3 – Marketable Investments - for the fair value of the Company’s marketable investments.

Adoption of New Accounting Pronouncements

Debt). The Company adoptedbelieves that the guidance in Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting,carrying amount of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on January 1, 2017. Under this standard, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. The Company has elected to recognize forfeitures as they occur and the impactthose borrowings reflect current market rates of that change in accounting policy has been recorded as a $0.2 million cumulative effect adjustment to increase retained earnings as of January 1, 2017.

interest.

Additionally, ASU No. 2016-09 requires that all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase or decrease to income tax expense. Previously, income tax effects at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax effects reported in earnings during the award's vesting period. The requirement to report those income tax effects in earnings has been applied on a prospective basis to settlements occurring on or after January 1, 2017, and the impact of applying this guidance resulted in a $0.3 million tax benefit for the three and nine months ended September 30, 2017. Application of this guidance may result in fluctuations in the Company’s effective tax rate depending on how many options are exercised, how many restricted stock units vest and the volatility of the Company’s stock price.

ASU 2016-09 also requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. In addition, the standard requires that cash paid by directly withholding shares for tax withholding purposes be classified as a financing activity in the statement of cash flows. For the nine months ended September 30, 2017, the Company reflected $2.5 million of tax withholding in financing activities. The Company has elected to apply the changes in cash flow classification on a retrospective basis resulting in an increase in operating cash flows, with a corresponding decrease in financing cash flows, of $2.4 million for the nine months ended September 30, 2016, as compared to the amounts previously reported.

The Company elected to early adopt the guidance in ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory, on January 1, 2017. The guidance in this standard eliminates for all intra-entity sales of assets other than inventory, the exception under existing standards that permits the tax effects of intra-entity asset transfers to be deferred until the


transferred asset is sold to a third party or otherwise recovered through use. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs and any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. As a result, the Company has recorded a $0.5 millioncumulative effect adjustment to reduce retained earnings as of January 1, 2017.

Note 2 — Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Net Unrealized Gain

 

 

Cumulative

 

 

Accumulated

 

 

 

(Loss) on Marketable

 

 

Translation

 

 

Other Comprehensive

 

 

 

Investments

 

 

Adjustment

 

 

Income (Loss)

 

Balance at January 1, 2017

 

$

(83

)

 

$

(7,490

)

 

$

(7,573

)

Foreign currency translation

 

 

 

 

 

4,905

 

 

 

4,905

 

Unrealized gain on investments, net of tax of $29

 

 

47

 

 

 

 

 

 

47

 

Balance at September 30, 2017

 

$

(36

)

 

$

(2,585

)

 

$

(2,621

)

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Net Unrealized Gain

 

 

Cumulative

 

 

Accumulated

 

 

 

(Loss) on Marketable

 

 

Translation

 

 

Other Comprehensive

 

 

 

Investments

 

 

Adjustment

 

 

Income (Loss)

 

Balance at July 1, 2017

 

$

(59

)

 

$

(4,186

)

 

$

(4,245

)

Foreign currency translation

 

 

 

 

 

1,601

 

 

 

1,601

 

Unrealized gain on investments, net of tax of $14

 

 

23

 

 

 

 

 

 

23

 

Balance at September 30, 2017

 

$

(36

)

 

$

(2,585

)

 

$

(2,621

)

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Net Unrealized Gain

 

 

Cumulative

 

 

Accumulated

 

 

 

(Loss) on Marketable

 

 

Translation

 

 

Other Comprehensive

 

 

 

Investments

 

 

Adjustment

 

 

Income (Loss)

 

Balance at January 1, 2016

 

$

(100

)

 

$

(4,726

)

 

$

(4,826

)

Foreign currency translation

 

 

 

 

 

(68

)

 

 

(68

)

Unrealized gain on investments, net of tax of $46

 

 

72

 

 

 

 

 

 

72

 

Balance at September 30, 2016

 

$

(28

)

 

$

(4,794

)

 

$

(4,822

)

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Net Unrealized Gain

 

 

Cumulative

 

 

Accumulated

 

 

 

(Loss) on Marketable

 

 

Translation

 

 

Other Comprehensive

 

 

 

Investments

 

 

Adjustment

 

 

Income (Loss)

 

Balance at July 1, 2016

 

$

20

 

 

$

(4,674

)

 

$

(4,654

)

Foreign currency translation

 

 

 

 

 

(120

)

 

 

(120

)

Unrealized loss on investments, net of tax of $(33)

 

 

(48

)

 

 

 

 

 

(48

)

Balance at September 30, 2016

 

$

(28

)

 

$

(4,794

)

 

$

(4,822

)

Note 3 — Marketable Investments

The following table summarizes the Company’s marketable investments (in thousands):

 

 

As of  September 30, 2017

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Market

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

Federal agency obligations

 

$

1,800

 

 

$

 

 

$

(4

)

 

$

1,796

 

Corporate obligations

 

 

52,277

 

 

 

7

 

 

 

(61

)

 

 

52,223

 

Total

 

$

54,077

 

 

$

7

 

 

$

(65

)

 

$

54,019

 


 

 

As of December 31, 2016

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Market

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

Federal agency obligations

 

$

1,800

 

 

$

 

 

$

(7

)

 

$

1,793

 

Corporate obligations

 

 

59,481

 

 

 

2

 

 

 

(129

)

 

 

59,354

 

Total

 

$

61,281

 

 

$

2

 

 

$

(136

)

 

$

61,147

 

Realized gains and losses on investments are included in earnings and are determined using the specific identification method. Realized gains or losses on the sale of the Company’s marketable investments were not material in the three and nine months ended September 30, 2017 and 2016.

The following table summarizes the maturity periods of the marketable investments in the Company’s portfolio as of September 30, 2017 (in thousands).

 

 

FY 2017

 

 

FY 2018

 

 

FY 2019

 

 

Total

 

Federal agency obligations

 

$

 

 

$

1,796

 

 

$

 

 

$

1,796

 

Corporate obligations

 

 

4,000

 

 

 

28,559

 

 

 

19,664

 

 

 

52,223

 

Total

 

$

4,000

 

 

$

30,355

 

 

$

19,664

 

 

$

54,019

 

The following table shows the gross unrealized losses and market value of the Company’s available-for-sale securities with unrealized losses that are not deemed to be other-than-temporary, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

 

 

As of  September 30, 2017

 

 

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

 

Market

 

 

Unrealized

 

 

Market

 

 

Unrealized

 

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

Federal agency obligations

 

$

-

 

 

$

 

 

$

1,796

 

 

$

4

 

Corporate obligations

 

 

25,039

 

 

 

30

 

 

 

17,640

 

 

 

31

 

Total

 

$

25,039

 

 

$

30

 

 

$

19,436

 

 

$

35

 

 

 

As of December 31, 2016

 

 

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

 

Market

 

 

Unrealized

 

 

Market

 

 

Unrealized

 

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

Federal agency obligations

 

$

1,793

 

 

$

7

 

 

$

 

 

$

 

Corporate obligations

 

 

53,647

 

 

 

129

 

 

 

 

 

 

 

Total

 

$

55,440

 

 

$

136

 

 

$

 

 

$

 

Fair Value

The Company measures certain financial assets and liabilities at fair value on a recurring basis including cash equivalents and available-for-sale securities.its derivative 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.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 (cash equivalents and investments)liabilities that are measured at fair value on a recurring basis (in thousands):

 

 

 

As of  September 30, 2017

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Money market funds (1)

 

$

763

 

 

$

 

 

$

 

 

$

763

 

Federal agency obligations

 

 

 

 

 

1,796

 

 

 

 

 

 

1,796

 

Corporate obligations

 

 

 

 

 

52,223

 

 

 

 

 

 

52,223

 

Total

 

$

763

 

 

$

54,019

 

 

$

 

 

$

54,782

 

 

 

As of March 31, 2021

 

 

 

Level 1

 

 

Level 2

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

503

 

 

$

 

 

$

503

 

Total Assets

 

$

503

 

 

$

 

 

$

503

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap (2)

 

 

 

 

$

(880

)

 

$

(880

)

Total Liabilities

 

$

 

 

$

(880

)

 

$

(880

)

 

 

 

As of December 31, 2016

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Money market funds (1)

 

$

2,522

 

 

$

 

 

$

 

 

$

2,522

 

Federal agency obligations

 

 

 

 

 

1,793

 

 

 

 

 

 

1,793

 

Corporate obligations

 

 

 

 

 

59,354

 

 

 

 

 

 

59,354

 

Total

 

$

2,522

 

 

$

61,147

 

 

$

 

 

$

63,669

 

 

 

As of December 31, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

503

 

 

$

 

 

$

503

 

Total Assets

 

$

503

 

 

$

 

 

$

503

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap (2)

 

 

 

 

$

(1,144

)

 

$

(1,144

)

Total Liabilities

 

$

 

 

$

(1,144

)

 

$

(1,144

)

 

(1)

Included in cash and cash equivalents. equivalents on the Consolidated Balance Sheets.

(2)

The Company has an interest rate swap contract that hedges the risk of variability from interest payments on its borrowings (refer to Note 3 – Debt and Note 6 – Derivatives and Hedging). The fair value of the interest rate swap is based on valuations prepared by a third-party broker. Those valuations are based on observable interest rates and other observable market data, which the Company considers Level 2 inputs.

Level 2 assets consist of the Company’s entire portfolio of marketable investments. Level 2 assets have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, typically utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation methods, including both income and market based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events.

Note 4 — Non-Marketable Investments

At September 30, 2017 and December 31, 2016, the carrying value of the Company’s non-marketable investments, which were composed primarily of interests in technology-related private equity funds, was $1.5 million and $2.8 million, respectively, and is included in other assets in the Consolidated Balance Sheets.

The Company’s investments at September 30, 2017 are being accounted for using the equity method as the investments are limited partnerships and the Company has an ownership interest in excess of 5% and, accordingly, the Company records its share of the investee’s operating results each period. Losses from non-marketable investments were $0.8 million and $1.0 million during the three and nine months ended September 30, 2017. Losses from non-marketable investments were $1.1 million and $1.2 million during the three and nine months ended September 30, 2016. Losses are included in Losses on investments, net in the Consolidated Statements of Income. At December 31, 2016, the Company’s investments also included an investment with a book value of $0.4 million, which was accounted for using the cost method. This investment was fully liquidated duringDuring the three months ended March 31, 2017. During2021, the three months ended September 30, 2017,Company did not transfer assets or liabilities between levels of the fair value hierarchy. Additionally, there have been no distributions were received fromchanges to the funds. During the nine months ended September 30, 2017, distributions of $0.4 million were received from the funds. During the nine months ended September 30, 2016, no distributions were received from the funds.

valuation techniques for Level 2 liabilities.

Note 58ReorganizationIncome 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.

In the first quarter of 2016, the Company implemented a reduction in its workforce of approximately 2% of its employees across various geographies and functions. The Company recorded $1.0 million of severance and related costsIncome tax expense for this action during the three months ended March 31, 2016. All costs under this plan were paid during 2016.2021 was $2.0 million resulting in an effective tax rate of 33.4% for the period. Income tax expense for the three months ended March 31, 2020 was $19 thousand resulting in an effective tax rate of

 


negative 3.8% for the period. The increase in income tax expense during the 2021 period was primarily due to the increase in overall U.S. profitability.

The Company anticipates that its effective tax rate for the full year 2021 will be approximately 32%.

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 evaluated the impact of the CARES Act and determined it was not material to its financial position or results of operations.

Note 9 — Accumulated Other Comprehensive Income (Loss) (“AOCI/L”)

The components of accumulated other comprehensive income (loss) are as follows (net of tax, in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate

 

 

Translation

 

 

 

 

 

 

 

Swap

 

 

Adjustment

 

 

Total AOCI/L

 

Balance at December 31, 2020

 

$

(821

)

 

$

131

 

 

$

(690

)

Foreign currency translation (1)

 

 

 

 

 

(2,301

)

 

 

(2,301

)

Unrealized gain before reclassification, net

    of tax of $(1)

 

 

4

 

 

 

 

 

 

4

 

Reclassification of AOCI/L to income, net

    of tax of $(73) (2)

 

 

186

 

 

 

 

 

 

186

 

Balance at March 31, 2021

 

$

(631

)

 

$

(2,170

)

 

$

(2,801

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate

 

 

Translation

 

 

 

 

 

 

 

Swap

 

 

Adjustment

 

 

Total AOCI/L

 

Balance at December 31, 2019

 

$

(104

)

 

$

(4,753

)

 

$

(4,857

)

Foreign currency translation (1)

 

 

 

 

 

(1,920

)

 

 

(1,920

)

Unrealized loss, net of tax of $462

 

 

(1,181

)

 

 

 

 

 

(1,181

)

Balance at March 31, 2020

 

$

(1,285

)

 

$

(6,673

)

 

$

(7,958

)

(1)

The Company does not record tax provisions or benefits for the net changes in foreign currency translation adjustments as it intends to permanently reinvest undistributed earnings of its foreign subsidiaries.

(2)

Reclassification is related to the Company’s interest rate swap (cash flow hedge) and was recorded in interest expense on the Consolidated Statements of Operations. Refer to Note 6 – Derivatives and Hedging.

 

Note 610 — 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 when dilutive.units.


Basic and diluted weighted average common shares are as follows (in thousands):

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

September 30,

 

 

September 30,

 

 

March 31,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Basic weighted average common shares outstanding

 

17,747

 

 

 

18,062

 

 

 

17,897

 

 

 

17,896

 

 

 

19,061

 

 

 

18,705

 

Weighted average common equivalent shares

 

304

 

 

 

373

 

 

 

315

 

 

 

272

 

 

 

227

 

 

 

 

Diluted weighted average common shares outstanding

 

18,051

 

 

 

18,435

 

 

 

18,212

 

 

 

18,168

 

 

 

19,288

 

 

 

18,705

 

Share based awards excluded from diluted weighted average share

calculation as effect would have been anti-dilutive

 

27

 

 

 

82

 

 

 

177

 

 

 

910

 

Options and restricted stock units excluded from diluted

weighted average share calculation as effect would have

been anti-dilutive

 

 

3

 

 

 

980

 

Note 11 — Stockholders’ Equity

The components of stockholders’ equity are as follows (in thousands):


 

Three Months Ended March 31, 2021

 

 

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

Stockholders'

Equity

 

Balance at December 31, 2020

 

23,648

 

 

$

236

 

 

$

230,128

 

 

$

127,981

 

 

 

4,631

 

 

$

(171,889

)

 

$

(690

)

 

$

185,766

 

Issuance of common stock under

   stock plans, including tax effects

 

107

 

 

 

2

 

 

 

2,132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,134

 

Stock-based compensation expense

 

 

 

 

 

 

 

2,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,492

 

Net income

 

 

 

 

 

 

 

 

 

 

3,956

 

 

 

 

 

 

 

 

 

 

 

 

3,956

 

Net change in interest rate swap,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

190

 

 

 

190

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,301

)

 

 

(2,301

)

Balance at March 31, 2021

 

23,755

 

 

$

238

 

 

$

234,752

 

 

$

131,937

 

 

 

4,631

 

 

$

(171,889

)

 

$

(2,801

)

 

$

192,237

 

 

Three Months Ended March 31, 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

Stockholders'

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, including tax effects

 

114

 

 

 

1

 

 

 

1,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,053

 

Stock-based compensation expense

 

 

 

 

 

 

 

2,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,802

 

Cumulative effect adjustment due

   to adoption of new accounting

   pronouncement, net of tax

 

 

 

 

 

 

 

 

 

 

(157

)

 

 

 

 

 

 

 

 

 

 

 

(157

)

Net loss

 

 

 

 

 

 

 

 

 

 

(513

)

 

 

 

 

 

 

 

 

 

 

 

(513

)

Net change in interest rate swap,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,181

)

 

 

(1,181

)

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,920

)

 

 

(1,920

)

Balance at March 31, 2020

 

23,389

 

 

$

234

 

 

$

220,308

 

 

$

117,477

 

 

 

4,631

 

 

$

(171,889

)

 

$

(7,958

)

 

$

158,172

 

 

 

Note 7 — Stockholders’ Equity

Equity Plans

Restricted stock unit activity for the three months ended March 31, 2021 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

 

 

7

 

 

 

46.04

 

Vested

 

 

(38

)

 

 

41.24

 

Forfeited

 

 

(13

)

 

 

39.44

 

Unvested at March 31, 2021

 

 

598

 

 

$

38.93

 

Stock option activity for the ninethree months ended September 30, 2017March 31, 2021 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

 

 

(30

)

 

 

36.04

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2021

 

 

262

 

 

$

35.40

 

 

 

3.15

 

 

$

1,859

 

Vested and Exercisable at March 31, 2021

 

 

262

 

 

$

35.40

 

 

 

3.15

 

 

$

1,859

 

 

 

 

 

 

 

 

Weighted -

 

 

Weighted -

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

Exercise

 

 

Remaining

 

 

Aggregate

 

 

 

Number

 

 

Price Per

 

 

Contractual

 

 

Intrinsic

 

 

 

of Shares

 

 

Share

 

 

Term (in years)

 

 

Value

 

Outstanding at December 31, 2016

 

 

1,540

 

 

$

34.35

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(385

)

 

 

32.32

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(73

)

 

 

34.44

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2017

 

 

1,082

 

 

$

35.07

 

 

 

6.01

 

 

$

7,332

 

Exercisable at September 30, 2017

 

 

771

 

 

$

34.92

 

 

 

5.36

 

 

$

5,340

 

Vested and expected to vest at September 30, 2017

 

 

1,082

 

 

$

35.07

 

 

 

6.01

 

 

$

7,332

 


 

RestrictedNaN stock unit activity foroptions were granted or forfeited during the ninethree months ended September 30, 2017 is presented below (in thousands, except per share data):

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Unvested at December 31, 2016

 

 

539

 

 

$

35.50

 

Granted

 

 

241

 

 

 

39.58

 

Vested

 

 

(205

)

 

 

35.28

 

Forfeited

 

 

(51

)

 

 

36.01

 

Unvested at September 30, 2017

 

 

524

 

 

$

37.42

 

March 31, 2021.

Stock-Based Compensation

Forrester recognizes the fair value of stock-based compensation in net income over the requisite service period of the individual grantee, which generally equals the vesting period. period. Stock-based compensation was recorded in the following expense categories on the Consolidated Statements of Operations (in thousands):

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

September 30,

 

 

September 30,

 

 

March 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Cost of services and fulfillment

 

$

1,088

 

 

$

1,077

 

 

$

3,387

 

 

$

3,141

 

 

$

1,435

 

 

$

1,593

 

Selling and marketing

 

 

170

 

 

 

272

 

 

 

535

 

 

 

695

 

 

 

449

 

 

 

362

 

General and administrative

 

 

920

 

 

 

622

 

 

 

2,501

 

 

 

1,895

 

 

 

608

 

 

 

847

 

Total

 

$

2,178

 

 

$

1,971

 

 

$

6,423

 

 

$

5,731

 

 

$

2,492

 

 

$

2,802

 

 


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

 

 

Three Months Ended

 

 

September 30,

 

 

September 30,

 

 

March 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Average risk-free interest rate

 

 

0.96

%

 

 

0.47

%

 

 

0.81

%

 

 

0.47

%

 

 

0.05

%

 

 

0.30

%

Expected dividend yield

 

 

1.9

%

 

 

2.0

%

 

 

1.9

%

 

 

2.0

%

 

 

0.0

%

 

 

0.0

%

Expected life

 

0.5 Years

 

 

0.5 Years

 

 

0.5 Years

 

 

0.5 Years

 

 

0.5 Years

 

 

0.5 Years

 

Expected volatility

 

 

26

%

 

 

26

%

 

 

24

%

 

 

25

%

 

 

35

%

 

 

26

%

Weighted average fair value

 

$

8.50

 

 

$

7.52

 

 

$

8.32

 

 

$

7.75

 

 

$

11.50

 

 

$

8.10

 

Dividends

In 2019, the nineCompany suspended its dividends program as a result of the acquisition of SiriusDecisions, Inc. and the related debt incurred to fund the acquisition (refer to Note 3 – Debt). The Company did not declare or pay any dividends in the three months ended September 30, 2017, the Company declaredMarch 31, 2021 and paid dividends of $10.2 million consisting of a $0.19 per share dividend in each of the first three quarters of 2017.  In the nine months ended September 30, 2016, the Company declared and paid dividends of $9.7 million consisting of a $0.18 per share dividend in each of the first three quarters of 2016. In October 2017, the Company declared a dividend of $0.19 per share payable on December 20, 2017 to shareholders of record as of December 6, 2017.2020, respectively.

Treasury Stock

As of September 30, 2017,March 31, 2021, Forrester’s Board of Directors had authorized an aggregate $485.0$535.0 million to purchase common stock under its stock repurchase program. The shares repurchased may be used, among other things, in connection with Forrester’s equity incentive and purchase plans. In the three and nine months ended September 30, 2017,March 31, 2021 and 2020, the Company repurchased approximately 0.1 and 1.1 million shares, respectively, of common stock at an aggregate cost of approximately $3.5 million and $40.0 million, respectively. The Company did not0t repurchase any shares of common stock in the nine months ended September 30, 2016.stock. From the inception of the program through September 30, 2017, ForresterMarch 31, 2021, the Company repurchased 16.116.3 million shares of common stock at an aggregate cost of $464.9$474.9 million.

Note 12 — Operating Segments

Note 8 — Income Taxes

Forrester provides for income taxesThe Company’s operations are grouped into 3 segments: Research, Consulting, and Events. These segments are based on an interim basis according to management’s estimatethe management structure of the effective tax rate expectedCompany and how management uses financial information to be applicableevaluate performance and determine how to allocate resources. The Company’s products and services are delivered through each segment as described below. Additionally, the tables below include the reclassification of revenues for the full fiscal year. Certain items such as changes in tax rates and tax benefits or expense related to settlements of share-based payment awards 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, 2017 was $6.3 million resulting in an effective tax rate of 32.6% for the period. Income tax expense for the nine months ended September 30, 2016 was $9.1 million resulting in an effective tax rate of 43.4% for the period.  The decrease in the effective tax rate during the nine months ended September 30, 2017 compared to the prior year period was primarily due to the recognition of a $1.3 million benefit from the settlement of a tax audit in the first quarter of 2017 and the recognition of approximately $0.3 million of windfall tax benefits from the settlement of options and restricted stock units during the third quarter of 2017. In addition, in 2016 an additional $0.6 million of tax expense was incurred due to a valuation allowance on a capital loss generated from onecomponents of the Company’s investments. For the full year 2017, the Company anticipates that its effective tax rate will be approximately 35%.

CV subscription research products, as described further in Note 9 — Operating Segments1: Interim Consolidated Financial Statements.

The Research segment includes the costsrevenues from all of the Company’s research personnel who are responsible for writing the research and performing the webinars and inquiries for the Company’s Research and Connect products. In addition, the research personnel deliverproducts as well as consulting revenues from advisory services (such as workshops, speeches and advisory days) and a portion of the Company’s project consulting services. Revenue in this segment includes only revenue from advisory services and project consulting services that are delivered by the Company’s research personnelorganization. Research segment costs include the cost of the organizations responsible for developing and delivering these products in this segment.

The Product segment includesaddition to the costs of the product management organization that is responsible for product pricing and packaging, and the launch of new products. In addition, thisMay 2021, the Company announced the launch of a new research portfolio called Forrester Decisions, anticipated to be available in August 2021. This new portfolio of products will help 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 will no longer provide disaggregation of revenue by its research products in the segment tables below (refer to Note 5 – Revenue and Related Matters for disclosure of disaggregated revenue).


The Consulting segment includes the revenues and the related costs of the Company’s Data, Connect and Events organizations. Revenue in this segment includes all revenue for the Company (including Research and Connect) except for revenue from advisory services and project consulting services that are delivered by personnel in the Research and Project Consulting segments.


organization. The Project Consulting segment includes the costs of the consultants that deliver theproject consulting organization delivers a majority of the Company’s project consulting revenue and certain advisory services. Revenue in this

The Events segment includes the project consulting revenue delivered by the consultants in this segment.

The Company evaluates reportable segment performance and allocates resources based on segment revenues and expenses. the costs of the organization responsible for developing and hosting in-person and virtual events.

Segment expenses include the direct expenses of each segment organization and exclude selling and marketing expenses, certain client support expenses, general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, reorganization costs,interest and other income,expense, and lossesgains on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements.

In the first quarter of 2017, theThe Company modified its internal reporting for the Research and Project Consulting segments to reflect the transfer of revenue and direct costs related to a small consulting team in Asia Pacific from Research to Project Consulting, and to remove from both Research and Project Consulting certain client support activities that are now included within selling, marketing, administrative and other expensesprovides information by reportable segment in the table below. Accordingly, the 2016 amounts have been reclassified to conform to the current presentation.tables below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Project

 

 

 

 

 

 

 

Product

 

 

Research

 

 

Consulting

 

 

Consolidated

 

Three Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services revenues

 

$

54,235

 

 

$

 

 

$

 

 

$

54,235

 

Advisory services and events revenues

 

 

3,353

 

 

 

10,379

 

 

 

12,402

 

 

 

26,134

 

Total segment revenues

 

 

57,588

 

 

 

10,379

 

 

 

12,402

 

 

 

80,369

 

Segment expenses

 

 

9,764

 

 

 

11,953

 

 

 

6,443

 

 

 

28,160

 

Contribution margin (loss)

 

 

47,824

 

 

 

(1,574

)

 

 

5,959

 

 

 

52,209

 

Selling, marketing, administrative and other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(45,263

)

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(197

)

Reorganization costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income and losses on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(626

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6,123

 

 

 

Research Segment

 

 

Consulting Segment

 

 

Events Segment

 

 

Consolidated

 

Three Months Ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research revenues

 

$

74,968

 

 

$

 

 

$

 

 

$

74,968

 

Consulting revenues

 

 

12,731

 

 

 

25,819

 

 

 

 

 

 

38,550

 

Events revenues

 

 

 

 

 

 

 

 

263

 

 

 

263

 

Total segment revenues

 

 

87,699

 

 

 

25,819

 

 

 

263

 

 

 

113,781

 

Segment expenses

 

 

(30,717

)

 

 

(12,325

)

 

 

(714

)

 

 

(43,756

)

Selling, marketing, administrative and other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(58,468

)

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,903

)

Integration costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(118

)

Interest expense, other expense, and gains on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,599

)

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

$

5,937

 

 

 

 

 

 

 

 

 

 

 

 

Project

 

 

 

 

 

 

 

Product

 

 

Research

 

 

Consulting

 

 

Consolidated

 

Three Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services revenues

 

$

52,727

 

 

$

 

 

$

 

 

$

52,727

 

Advisory services and events revenues

 

 

2,333

 

 

 

10,330

 

 

 

12,037

 

 

 

24,700

 

Total segment revenues

 

 

55,060

 

 

 

10,330

 

 

 

12,037

 

 

 

77,427

 

Segment expenses

 

 

8,884

 

 

 

11,586

 

 

 

5,522

 

 

 

25,992

 

Contribution margin (loss)

 

 

46,176

 

 

 

(1,256

)

 

 

6,515

 

 

 

51,435

 

Selling, marketing, administrative and other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,675

)

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(208

)

Reorganization costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income and losses on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(856

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6,696

 

 

 

Research Segment

 

 

Consulting Segment

 

 

Events Segment

 

 

Consolidated

 

Three Months Ended March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research revenues

 

$

74,267

 

 

$

 

 

$

 

 

$

74,267

 

Consulting revenues

 

 

12,582

 

 

 

19,406

 

 

 

 

 

 

31,988

 

Events revenues

 

 

 

 

 

 

 

 

90

 

 

 

90

 

Total segment revenues

 

 

86,849

 

 

 

19,406

 

 

 

90

 

 

 

106,345

 

Segment expenses

 

 

(27,464

)

 

 

(10,021

)

 

 

(677

)

 

 

(38,162

)

Selling, marketing, administrative and other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(59,875

)

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,712

)

Integration costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,875

)

Interest expense, other income, and gains on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,215

)

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(494

)

 

 

 

 

 

 

 

 

 

 

Project

 

 

 

 

 

 

 

Product

 

 

Research

 

 

Consulting

 

 

Consolidated

 

Nine Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services revenues

 

$

160,553

 

 

$

 

 

$

 

 

$

160,553

 

Advisory services and events revenues

 

 

15,714

 

 

 

32,279

 

 

 

38,750

 

 

 

86,743

 

Total segment revenues

 

 

176,267

 

 

 

32,279

 

 

 

38,750

 

 

 

247,296

 

Segment expenses

 

 

32,788

 

 

 

36,510

 

 

 

18,886

 

 

 

88,184

 

Contribution margin (loss)

 

 

143,479

 

 

 

(4,231

)

 

 

19,864

 

 

 

159,112

 

Selling, marketing, administrative and other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(138,432

)

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(582

)

Reorganization costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income and losses on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(749

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

$

19,349

 


 

 

 

 

 

 

 

 

 

 

Project

 

 

 

 

 

 

 

Product

 

 

Research

 

 

Consulting

 

 

Consolidated

 

Nine Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services revenues

 

$

160,998

 

 

$

 

 

$

 

 

$

160,998

 

Advisory services and events revenues

 

 

14,191

 

 

 

33,244

 

 

 

34,216

 

 

 

81,651

 

Total segment revenues

 

 

175,189

 

 

 

33,244

 

 

 

34,216

 

 

 

242,649

 

Segment expenses

 

 

30,306

 

 

 

36,026

 

 

 

17,465

 

 

 

83,797

 

Contribution margin (loss)

 

 

144,883

 

 

 

(2,782

)

 

 

16,751

 

 

 

158,852

 

Selling, marketing, administrative and other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(135,463

)

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(627

)

Reorganization costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,026

)

Other income and losses on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(765

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

$

20,971

 

 

Note 1013Recent Accounting PronouncementsContingencies

In May 2014,From time to time, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes all existing revenue recognition requirements, including most industry specific guidance. The new standard requires a companyCompany may be subject to recognize revenue when it transfers goods or services to customerslegal proceedings and civil and regulatory claims that arise in an amount that reflects the consideration that the company expects to receive for those goods or services. The guidance also includes enhanced disclosure requirements which are intended to help financial statement users better understand the nature, amount, timing and uncertaintyordinary course of revenue being recognized and the related cash flows. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients, which relates to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, noncash consideration and the presentation of sales and other similar taxes collected from customers. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements: Revenue from Contracts with Customers, which clarifies several topics including, certain types of transactions that are outside the scopeits business activities. Regardless of the new standard, disclosure requirements and balance sheet considerations.

The new standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company has determined that it will adopt the standard utilizing the modified retrospective method.

In 2016, Forrester established a formal program and cross-functional implementation team to identify, design and implement changes to its accounting systems and policies, business processes and internal controls to support recognition and disclosures under the new standard. The Company believes that it has essentially completed its assessment of how the new standard will affect the Company’s revenue recognition for all of its products and services, and will complete its accounting system and business process changes by the end of 2017.

The Company does not anticipate that the standard willoutcome, litigation can have a material impactadverse effect on its resultsthe Company because of operations. The numberdefense and settlement costs, diversion of performance obligations in the Company’s arrangements will not be different under the new standard than under current guidance. Determining standalone selling pricesmanagement resources, and allocating contract consideration on multiple element arrangements will follow a similar process as the Company’s current methodologies of establishing fair value / estimated selling price for our goods and services or allocating total contract consideration under the relative selling price method. Additionally, the timing of revenue recognition will remain substantially unchanged for most products. Subscription based research services revenues will continue to be recognized over time, using the new standard’s output method of time elapsed, as Forrester’s clients receive and consume the benefits of our services as we transfer control throughout the contract period. Advisory, reprint and events revenues will continue to be recognized at the point in time as control is transferred to the customer, which will generally be when the client has physical possession of the good(s) or upon completion of the service(s). The Company expects that most of its consulting contracts will continue to be recognized over time, while some contracts may be required to be recognized at a point in time upon completion of the project.

The following changes are anticipated under the new standard:other factors.

 


The Company will no longer record accounts receivable and deferred revenue on its balance sheet when it issues an invoice to a customer for a contract that is cancellable by the customer.  For contracts that are cancellable, the Company will only record accounts receivable up to the amount of revenue earned but not yet collected.  This change will have the effect of reducing the amount of accounts receivable and deferred revenue on the balance sheet compared to amounts recorded based on current accounting standards.  The majority of the Company’s contracts are non-cancellable; however, the Company has not yet determined the effect of this change on its balance sheet.

The timing of revenue recognition for prepaid performance obligations that are expected to expire unused, which may include event tickets, reprints and advisory hours, will change from recognition at the time of expiration under the current standard to recognition in proportion to the pattern of related rights exercised by the customer. The Company currently expects this change to primarily affect the timing of revenue within the quarters of 2018 but does not expect it to have a material effect on the Company’s results of operations for the full year of 2018.

Key areas still in process include the evaluation of costs to fulfill contracts and completion and testing of new functionality of the Company’s existing software systems that is being implemented as part of this project. The adoption program and all remaining activities, including updates to the Company’s systems, processes, policies and controls, are expected to be completed by the end of 2017.  In addition, report development and testing for disclosure requirements in 2018 will be completed in the first quarter of 2018.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for the Company on January 1, 2019. The adoption of this standard is expected to have a material impact on the Company’s financial position as virtually all leases will be recorded on the balance sheets as a right-of-use asset and a lease liability. The Company is currently evaluating the potential impact that this standard may have on its results of operations.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The new standard amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The new standard will be effective for the Company on January 1, 2020. The adoption of this standard is not expected to have a material impact on the Company’s financial position or results of operations.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies certain aspects of the statement of cash flows, including contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees, among others. The new standard will be effective for the Company on January 1, 2018. The adoption of this standard is not expected to have a material impact on the Company’s statements of cash flows upon adoption.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment. 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 new standard will be effective for the Company on January 1, 2020. The adoption of this standard is not expected to have a material impact on the Company’s financial position or results of operations.


ITEM 2. MANAGEMENT’SMANAGEMENT’S DISCUSSION AND ANALYSIS OFOF 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, future dividends, future share repurchases, future growth rates, results from operations and tax rates, the launch of Forrester Decisions, future compliance with financial covenants under our plans forcredit facility, future interest expense, anticipated increases in, and productivity of, our sales force and headcount, future growth rates, future tax rates, future operating cash flows, future dividends, future share repurchases and the adequacy of our cash, marketable investments 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 memberships forsubscriptions to, and licenses of, our research, data and leadership boardResearch products and services, our ability to fulfill existing or generate new project consulting engagements and advisory services, our ability to generate and increase demand for the impact of our evolving customer engagement model,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 realize anticipated benefits from internal reorganizations, the ability to attract and retain qualified professional staff, our ability to respond to business and economic conditions and market trends, 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, 2016.2020. 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 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 first quarter of 2021. We expect that trend to continue in 2021. Our events business continues to be negatively affected by the pandemic. As we previously announced, all events in the first half of 2021 will be held as virtual events, including two of our flagship events, B2B Summit North America and CX North America. We hope to hold our events during the second half of 2021 as hybrid events, consisting of both in-person and virtual experiences.

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 derive revenues from membershipssubscriptions to our Research products and salesservices, licensing electronic “reprints” of our Research, Connectperforming consulting projects and Data products and services, performing advisory services, and consulting projects, and hosting events.Events. We offer contracts for our Research Connect and Data products that are typically renewable annually and payable in advance. Membership revenuesSubscription products 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 consulting projects and advisory services independently and/or to supplement their membershipsaccess to our subscription-based products. Billings attributable to advisory services and consulting projects are initially recorded as deferred revenue. Advisory service revenues, such as workshops, speeches and advisory days, are recognized when the customer receives the agreed upon deliverable. Consulting project revenues, which generally are short-term in nature and based upon fixed-fee agreements, are recognized as the services are provided. Event billingsAdvisory service revenues, such as 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 are initially recorded as deferred revenue. Events revenues consist of ticket and 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.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 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, agreementEffective for 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 business. We believe that the amount of deferred revenue, along with the agreement value of contracts to purchase research and advisory services, provide a significant measure of our business activity.business. We define these metrics as follows:

Deferred revenue — billings in advance of revenue recognition as of the measurement date.

Agreement value — the total revenues recognizable from all contracts in force at a given time (but not including advisory-only contracts), without regard to how much revenue has already been recognized.

Client retention — the percentage of client companies with memberships expiring during the most recent twelve-month period that renewed one or more of those memberships during that same period.

Dollarretention — the total dollar value of client membership contracts expiring during the most recent twelve-month period, which are renewed in whole or in part, as a percentage of the dollar value of all expiring client membership contracts during the same period.

Enrichment — the percentage of the dollar value of client membership contracts renewed during the most recent twelve-month period to the dollar value of the corresponding expiring contracts.


Contract value (CV) — is defined as the value attributable to all of our recurring research-related contracts. Contract value is calculated as the annualized value of all contracts in effect at a specific point in time, without regard to how much revenue has already been recognized. Contract value primarily consists of subscription-based contracts for which revenue is recognized on a ratable basis, except for the entitlements embedded in our subscription products, such as event tickets and advisory sessions, for which the revenue is recognized when the item is utilized. Contract value also includes our reprint products, as these products are used throughout the year by our clients and are typically renewed.

 

ClientsClient retention we aggregaterepresents the various divisions and subsidiariespercentage of client companies (defined as all clients that buy a corporate parent asCV product) at the prior year measurement date that have active contracts at the current year measurement date.

Wallet retention — represents a single client and we also aggregate separate instrumentalitiesmeasure of the federal, state, and provincial governmentsCV we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the annualized contract value of our current clients, who were also clients a year ago, by the total annualized contract value from a year ago.

Clients — is calculated at the enterprise level as a single client.all clients that have an active CV contract.

Client retention dollarand wallet retention and enrichment are not necessarily indicative of the rate of future retention of our revenue base. A summary of our key metrics is as follows (dollars in millions):

 

 

As of

 

 

Absolute

 

 

Percentage

 

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

Deferred revenue

 

$

132.9

 

 

$

126.2

 

 

$

6.7

 

 

 

5

%

Agreement value

 

$

237.8

 

 

$

241.1

 

 

$

(3.3

)

 

 

(1

%)

Client retention

 

 

76

%

 

 

76

%

 

 

 

 

 

 

Dollar retention

 

 

88

%

 

 

88

%

 

 

 

 

 

 

Enrichment

 

 

94

%

 

 

95

%

 

 

(1

)

 

 

(1

%)

Number of clients

 

 

2,393

 

 

 

2,482

 

 

 

(89

)

 

 

(4

%)

 

 

As of

 

 

Absolute

 

 

Percentage

 

 

 

March 31,

 

 

Increase

 

 

Increase

 

 

 

2021

 

 

2020

 

 

(Decrease)

 

 

(Decrease)

 

Contract value

 

$

307.3

 

 

$

308.0

 

 

$

(0.7

)

 

 

 

Client retention

 

 

75

%

 

 

74

%

 

 

1

 

 

 

1

%

Wallet retention

 

 

89

%

 

 

90

%

 

 

(1

)

 

 

(1

%)

Number of clients

 

 

2,907

 

 

 

2,835

 

 

 

72

 

 

 

3

%

Deferred revenue at September 30, 2017 increased 5% compared to the prior year. The increase in deferred revenue is a result of contract billings in excess of revenue recognized due to an increase in contract bookings. AgreementContract value decreased 1% at September 30, 2017 compared to the prior year and after adjusting for the effect of foreign currency fluctuations, remainedour retention metrics were essentially flat compared to the prior year. Client retention rate and dollar retention rate both increased 1% compared to the prior quarter and were essentially flatat March 31, 2021 compared to the prior year period. Enrichment rate, although essentially consistent withThese metrics were at their lows during the prior quarter,second and third quarters of 2020 as contract booking declined 1% comparedduring 2020 due to the prior year period.

pandemic. We have seen an improvement in these metrics from their lows in the middle of 2020 as contract bookings expanded during the second half of 2020 and the first quarter 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 generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our policies and estimates, including but not limited to, those related to our revenue recognition, non-marketable investments,leases, goodwill, intangible and other intangiblelong-lived assets, and income taxes. Management bases its estimates on historical experience, data available at the time the estimates are made and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our other critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2016.2020.

 


Results of Operations

The following table sets forth our statement of incomeoperations as a percentage of total revenues for the periods indicated:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

September 30,

 

 

September 30,

 

 

March 31,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services

 

 

67.5

%

 

 

68.1

%

 

 

64.9

%

 

 

66.4

%

Advisory services and events

 

 

32.5

 

 

 

31.9

 

 

 

35.1

 

 

 

33.6

 

Research revenues

 

 

65.9

%

 

 

69.8

%

Consulting revenues

 

 

33.9

 

 

 

30.1

 

Events revenues

 

 

0.2

 

 

 

0.1

 

Total revenues

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services and fulfillment

 

 

40.4

 

 

 

38.6

 

 

 

40.8

 

 

 

39.3

 

 

 

41.7

 

 

 

40.8

 

Selling and marketing

 

 

36.4

 

 

 

35.8

 

 

 

36.5

 

 

 

36.1

 

 

 

34.5

 

 

 

37.9

 

General and administrative

 

 

12.6

 

 

 

13.0

 

 

 

12.4

 

 

 

12.5

 

 

 

11.6

 

 

 

11.3

 

Depreciation

 

 

2.0

 

 

 

2.5

 

 

 

2.0

 

 

 

2.5

 

 

 

2.1

 

 

 

2.2

 

Amortization of intangible assets

 

 

0.2

 

 

 

0.3

 

 

 

0.2

 

 

 

0.2

 

 

 

3.4

 

 

 

4.4

 

Reorganization costs

 

 

 

 

 

 

 

 

 

 

 

0.4

 

Integration costs

 

 

0.1

 

 

 

2.7

 

Income from operations

 

 

8.4

 

 

 

9.8

 

 

 

8.1

 

 

 

9.0

 

 

 

6.6

 

 

 

0.7

 

Other income, net

 

 

0.2

 

 

 

0.3

 

 

 

0.1

 

 

 

0.1

 

Losses on investments, net

 

 

(1.0

)

 

 

(1.5

)

 

 

(0.4

)

 

 

(0.5

)

Income before income taxes

 

 

7.6

 

 

 

8.6

 

 

 

7.8

 

 

 

8.6

 

Income tax provision

 

 

2.7

 

 

 

4.6

 

 

 

2.5

 

 

 

3.7

 

Net income

 

 

4.9

%

 

 

4.0

%

 

 

5.3

%

 

 

4.9

%

Interest expense

 

 

(1.0

)

 

 

(1.4

)

Other income (expense), net

 

 

(0.4

)

 

 

0.2

 

Gain on investments, net

 

 

 

 

 

 

Income (loss) before income taxes

 

 

5.2

 

 

 

(0.5

)

Income tax expense

 

 

1.7

 

 

 

 

Net income (loss)

 

 

3.5

%

 

 

(0.5

%)

 

Three and Nine Months Ended September 30, 2017March 31, 2021 and 20162020

Revenues

 

 

Three Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

 

 

(dollars in millions)

 

 

 

 

 

 

 

 

 

Revenues

 

$

80.4

 

 

$

77.4

 

 

$

3.0

 

 

 

4

%

Revenues from research services

 

$

54.2

 

 

$

52.7

 

 

$

1.5

 

 

 

3

%

Revenues from advisory services and events

 

$

26.1

 

 

$

24.7

 

 

$

1.4

 

 

 

6

%

Revenues attributable to customers outside of the U.S.

 

$

19.2

 

 

$

17.4

 

 

$

1.8

 

 

 

10

%

Percentage of revenue attributable to customers

   outside of the U.S.

 

 

24

%

 

 

22

%

 

 

2

 

 

 

9

%

Number of events

 

 

3

 

 

 

3

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

 

 

(dollars in millions)

 

 

 

 

 

 

 

 

 

Revenues

 

$

247.3

 

 

$

242.6

 

 

$

4.7

 

 

 

2

%

Revenues from research services

 

$

160.6

 

 

$

161.0

 

 

$

(0.4

)

 

 

 

Revenues from advisory services and events

 

$

86.7

 

 

$

81.7

 

 

$

5.0

 

 

 

6

%

Revenues attributable to customers outside of the U.S.

 

$

55.7

 

 

$

55.4

 

 

$

0.3

 

 

 

1

%

Percentage of revenue attributable to customers outside of

   the U.S.

 

 

23

%

 

 

23

%

 

 

 

 

 

 

Number of events

 

 

9

 

 

 

10

 

 

 

(1

)

 

 

(10

%)

 

 

Three Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

March 31,

 

 

Increase

 

 

Increase

 

 

 

2021

 

 

2020

 

 

(Decrease)

 

 

(Decrease)

 

 

 

(dollars in millions)

 

 

 

 

 

 

 

 

 

Total revenues

 

$

113.8

 

 

$

106.3

 

 

$

7.4

 

 

 

7

%

Research revenues

 

$

75.0

 

 

$

74.3

 

 

$

0.7

 

 

 

1

%

Consulting revenues

 

$

38.6

 

 

$

32.0

 

 

$

6.6

 

 

 

21

%

Events revenues

 

$

0.3

 

 

$

0.1

 

 

$

0.2

 

 

 

192

%

Revenues attributable to customers outside of the U.S.

 

$

26.8

 

 

$

21.4

 

 

$

5.5

 

 

 

26

%

Percentage of revenue attributable to customers

   outside of the U.S.

 

 

24

%

 

 

20

%

 

 

4

 

 

 

20

%

Number of events

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues increased 4% and 2%7% during the three and nine months ended September 30, 2017 respectively,March 31, 2021 compared to the prior year periods. After adjusting forperiod, with 1% of the effect ofincrease due to changes in foreign currency fluctuations, the revenue increase was 3% during the three months ended September 30, 2017 and remained at 2% for the nine months ended September 30, 2017. currencies. Revenues from customers outside the U.S. increased 10% and 1% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods and increased 8% and 2%, respectively, after adjusting for the effects of foreign currency fluctuations. Revenues from customers outside of the U.S. represented 24% of total revenues for the three months ended September 30, 2017 and after adjusting for


the effect of foreign currency fluctuations, represented 23% of total revenues compared to 22% in the prior year period. The increase in the percentage of revenues attributable to customers outside of the U.S.25% during the three months ended September 30, 2017 was principallyMarch 31, 2021, due to an increase in revenues in Canada and the Asia Pacific region. Revenues from customers outside of the U.S. represented 23% of total revenues during the nine months ended September 30, 2017 and remained essentially flat compared to the prior year period, reflecting growth in revenues in theUnited Kingdom, Asia Pacific region, that was offset by a decline in revenues in Europe. There was no material effect of foreign currency fluctuations on revenues from customers outsideEurope and Canada. Approximately 7% of the U.S. as a percent of total revenues during the nine months ended September 30, 2017.increase was due to changes in foreign currencies.

Research services revenues are recognized as revenue primarily on a ratable basis over the term of the contracts, which are generally twelve-month periods. Research services revenues increased 3%1% during the three months ended September 30, 2017 and was essentially flat during the nine months ended September 30, 2017,March 31, 2021 compared to the prior year periods. Currency fluctuations had the effect of increasing revenueperiod, which primarily resulted from flat contract value growth by 1% induring this period.

Consulting revenues increased 21% during the three months ended September 30, 2017 and had an insignificant effect in the nine months ended September 30, 2017. The increase in revenues for the three months ended September 30, 2017 was primarily driven by an increase in revenue for our Reprints and Connect products. During the nine months ended September 30, 2017, a decline in revenue for our Data products and a slight decline in revenue for our Research products was offset by an increase in revenue for our Reprints and Connect products.  

Revenues from advisory services and events increased 6% during both the three and nine months ended September 30, 2017March 31, 2021 compared to the prior year periodsperiod due to continued strong demand for our content marketing offerings and increased 5%growth in our advisory services.

Events revenues were insignificant and 6%, respectively, after adjusting for the effect of foreign currency fluctuations. The increase in revenues forremained essentially consistent during the three months ended September 30, 2017 was principally due to increases in both advisory and events revenues, that was partially offset by a slight decline in consulting revenues. The increase in revenues for the nine months ended September 30, 2017 was principally due to growth in consulting and events revenues. Events revenues increased 158% and 14% during the three and nine months ended September 30, 2017, respectively,March 31, 2021 compared to the prior year periods. The increase inperiod as no events revenuestook place during the three months ended September 30, 2017 was primarily due to revenue from a new event held in the U.S. during the current year period that exceeded the decline in revenue resulting from the discontinuation of a small event in the Asia Pacific region. The increase in events revenues during the nine months ended September 30, 2017 was due an increase in sponsorship revenues that offset having held one less event in the Asia Pacific region in the current year compared to the prior year.either period.

Please referRefer 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

 

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

Cost of services and fulfillment (dollars in millions)

 

$

32.5

 

 

$

29.9

 

 

$

2.6

 

 

 

9

%

Cost of services and fulfillment as a percentage of

   total revenues

 

 

40.4

%

 

 

38.6

%

 

 

1.8

 

 

 

5

%

Service and fulfillment employees

   (at end of period)

 

 

593

 

 

 

571

 

 

 

22

 

 

 

4

%

 

 

Nine Months Ended

 

 

Absolute

 

 

Percentage

 

 

Three Months Ended

 

 

Absolute

 

 

Percentage

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

March 31,

 

 

Increase

 

 

Increase

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

 

2021

 

 

2020

 

 

(Decrease)

 

 

(Decrease)

 

Cost of services and fulfillment (dollars in millions)

 

$

100.8

 

 

$

95.4

 

 

$

5.4

 

 

 

6

%

 

$

47.5

 

 

$

43.4

 

 

$

4.1

 

 

 

10

%

Cost of services and fulfillment as a percentage of total

Revenues

 

 

40.8

%

 

 

39.3

%

 

 

1.5

 

 

 

4

%

Cost of services and fulfillment as a percentage of

total revenues

 

 

41.7

%

 

 

40.8

%

 

 

0.9

 

 

 

2

%

Service and fulfillment employees

(at end of period)

 

 

760

 

 

 

786

 

 

 

(26

)

 

 

(3

%)

 

Cost of services and fulfillment expenses increased 9%10% during the three months ended September 30, 2017 compared to the prior year period and after adjusting for the effect of foreign currency fluctuations, increased 8%. The increase in dollars was primarily due to (1) a $1.4 million increase in compensation and benefit costs, resulting principally from an increase in employees compared to the prior year period and annual merit increases, (2) a $0.3 million increase in event expenses and (3) a $0.5 million increase in professional services costs.

Cost of services and fulfillment expenses increased 6% during the nine months ended September 30, 2017 compared to the prior year period and after adjusting for the effect of foreign currency fluctuations, increased 7%. The increase in dollars was primarily due to (1) a $2.8 million increase in compensation and benefit costs, resulting principally from an increase in employees compared to the prior year period and annual merit increases, (2) a $1.0 million increase in event expenses and (3) a $0.7 million increase in professional services costs.


Selling and Marketing

 

 

Three Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

Selling and marketing expenses (dollars in millions)

 

$

29.2

 

 

$

27.8

 

 

$

1.4

 

 

 

5

%

Selling and marketing expenses as a percentage of

   total revenues

 

 

36.4

%

 

 

35.8

%

 

 

0.6

 

 

 

2

%

Selling and marketing employees (at end of period)

 

 

589

 

 

 

572

 

 

 

17

 

 

 

3

%

 

 

Nine Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

Selling and marketing expenses (dollars in millions)

 

$

90.4

 

 

$

87.5

 

 

$

2.9

 

 

 

3

%

Selling and marketing expenses as a percentage of total

   revenues

 

 

36.5

%

 

 

36.1

%

 

 

0.4

 

 

 

1

%

Selling and marketing expenses increased 5% during the three months ended September 30, 2017March 31, 2021 compared to the prior year period. The increase in dollars was primarily due to (1) a $4.0 million increase in compensation and benefit costs due to reinstating incentive bonus programs 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 severance costs, and (2) a $2.3 million increase in professional services costs primarily due to increases in outsourced services related to revenue delivery and survey costs. 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.

Selling and Marketing

 

 

Three Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

March 31,

 

 

Increase

 

 

Increase

 

 

 

2021

 

 

2020

 

 

(Decrease)

 

 

(Decrease)

 

Selling and marketing expenses (dollars in millions)

 

$

39.3

 

 

$

40.3

 

 

$

(1.0

)

 

 

(2

%)

Selling and marketing expenses as a percentage of

   total revenues

 

 

34.5

%

 

 

37.9

%

 

 

(3.4

)

 

 

(9

%)

Selling and marketing employees (at end of period)

 

 

746

 

 

 

771

 

 

 

(25

)

 

 

(3

%)

Selling and marketing expenses decreased 2% during the three months ended March 31, 2021 compared to the prior year period. The decrease was primarily due to (1) a $1.7 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic, and (2) a $0.4 million decrease in bad debt expense. These decreases were partially offset by a $1.5 million increase in compensation and benefit costs resulting fromdue to reinstating incentive bonus programs that were eliminated as part of the cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 pandemic, an increase in sales employees, annualcommissions expense, and merit increases,increases.

General and an increase in incentive bonusesAdministrative

 

 

Three Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

March 31,

 

 

Increase

 

 

Increase

 

 

 

2021

 

 

2020

 

 

(Decrease)

 

 

(Decrease)

 

General and administrative expenses (dollars in millions)

 

$

13.2

 

 

$

12.0

 

 

$

1.2

 

 

 

10

%

General and administrative expenses as a percentage of

   total revenues

 

 

11.6

%

 

 

11.3

%

 

 

0.3

 

 

 

3

%

General and administrative employees (at end of period)

 

 

243

 

 

 

237

 

 

 

6

 

 

 

3

%

General and administrative expenses increased 10% during the three months ended March 31, 2021 compared to the prior year period. There was no material effect of foreign currency fluctuations on selling and marketing expenses during the three months ended September 30, 2017.

Selling and marketing expenses increased 3% during the nine months ended September 30, 2017 compared to the prior year period and after adjusting for the effect of foreign currency fluctuations, increased 4%. The increase in dollars was primarily due to a $3.4$1.3 million increase in compensation and benefit costs resulting from an increasedue to reinstating incentive bonus programs that were eliminated as part of the cost-reduction measures implemented in sales employees, annual2020 as a result of the impact of the COVID-19 pandemic and merit increases, an increase in incentive bonuses and an increase in severance costs compared to the prior year period. This increase was partially offset by a $0.8 million decrease in travel and entertainment expenses primarily resulting from a reduction inincreases.

Depreciation

Depreciation expense for our annual sales conference.

Subject to the business environment, we expect our sales headcount to increase by 3% to 6% in 2017 as compared to the year ended December 31, 2016.

General and Administrative

 

 

Three Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

General and administrative expenses (dollars in millions)

 

$

10.1

 

 

$

10.1

 

 

$

 

 

 

 

General and administrative expenses as a percentage of

   total revenues

 

 

12.6

%

 

 

13.0

%

 

 

(0.4

)

 

 

(3

%)

General and administrative employees (at end of period)

 

 

192

 

 

 

189

 

 

 

3

 

 

 

2

%

 

 

Nine Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

General and administrative expenses (dollars in millions)

 

$

30.7

 

 

$

30.4

 

 

$

0.3

 

 

 

1

%

General and administrative expenses as a percentage of

   total revenues

 

 

12.4

%

 

 

12.5

%

 

 

(0.1

)

 

 

(1

%)

General and administrative expenses remained essentially flat during the three months ended September 30, 2017March 31, 2021 was consistent with the prior year period.

Amortization of Intangible Assets

Amortization expense decreased by $0.8 million during the three months ended March 31, 2021 compared to the prior year period primarily due to a $0.5certain intangible asset becoming fully amortized in 2020.


Integration Costs

Integration costs consist of direct and incremental costs to integrate acquired companies and in 2020 primarily consisted of certain fair value adjustments, consulting, severance, accounting and tax professional fees, and expenses related to unused lease facilities.

Integration costs decreased by $2.8 million decrease in professional services expense that was offset by (1) a $0.3 million increase in stock compensation expense and (2) a $0.1 million increase in compensation and benefits costs. There was no material effect of foreign currency fluctuations on general and administrative expenses during the three months ended September 30, 2017.

General and administrative expenses increased 1% during the nine months ended September 30, 2017March 31, 2021 compared to the prior year period and after adjustingdue to the substantial 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.

We expect to incur integration costs in a range of $0.3 million to $0.5 million for the effectyear ending December 31, 2021.

Interest Expense

Interest expense consists of foreign currency fluctuations, increased 2%. The increase in dollars was primarily due to (1) a $0.8interest on our borrowings and realized gains (losses) on the related interest rate swap. Interest expense decreased by $0.4 million increase in compensation and benefit costs resulting from an increase in headcount and annual merit increasesduring the three months ended March 31, 2021 compared to the prior year period (2) a $0.6 million increase in stock compensation costs and (3) a $0.2 million increase in hiring and relocation expense. These increases were partially offset by a $1.4 million decrease in professional services expense.


Depreciation

Depreciation expense decreased by $0.3 million and $1.2 million during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods primarily due to certain equipmentlower average outstanding borrowings and software assets becoming fully depreciated.

Amortization of Intangible Assets

Amortization expense remained essentially consistent during the three and nine months ended September 30, 2017 compared to the prior year periods.

Reorganization Costs

During the nine months ended September 30, 2016, we incurred $1.0 million of severance and related benefits costs for a reduction in our workforce of approximately 2% of employees across various geographies and functions. All costs under this plan were paid during 2016.lower effective interest rate.

Other Income (Expense), Net

Other income (expense), net primarily consists of interest income on our investments as well as gains and losses(losses) on foreign currency.currency and interest income. The decrease in other income (expense), net of $0.1$0.8 million during the three months ended September 30, 2017March 31, 2021 compared to the prior year period iswas primarily due to an increase in foreign currency losses. The decrease in other income, net of $0.1 million during the nine months ended September 30, 2017 compared to the prior year period is primarily due to an increase in foreign currency losses of $0.3 million that was partially offset by an increase in interest income of $0.2 million.

LossesGain on Investments, Net

LossesGain on investments, net primarily represents our share of equity method investment gains and losses from our technology-related investment funds. The decrease in investment lossesGain on investments, net remained consistent during the three and nine months ended September 30, 2017 is primarily due to a decrease in investment losses incurred by the underlying funds asMarch 31, 2021 compared to the prior year periods.period.

Provision for Income TaxesTax Expense

 

 

Three Months Ended

 

 

Absolute

 

 

Percentage

 

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

Provision for income taxes (dollars in millions)

 

$

2.2

 

 

$

3.6

 

 

$

(1.4

)

 

 

(39

%)

Effective tax rate

 

 

35.4

%

 

 

53.5

%

 

 

(18.1

)

 

 

(34

%)

 

Nine Months Ended

 

 

Absolute

 

 

Percentage

 

 

Three Months Ended

 

 

Absolute

 

 

Percentage

 

 

September 30,

 

 

Increase

 

 

Increase

 

 

March 31,

 

 

Increase

 

 

Increase

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

(Decrease)

 

 

2021

 

 

2020

 

 

(Decrease)

 

 

(Decrease)

 

Provision for income taxes (dollars in millions)

 

$

6.3

 

 

$

9.1

 

 

$

(2.8

)

 

 

(31

%)

 

$

2.0

 

 

$

 

 

$

2.0

 

 

 

100

%

Effective tax rate

 

 

32.6

%

 

 

43.4

%

 

 

(10.8

)

 

 

(25

%)

 

 

33.4

%

 

 

(3.8

%)

 

 

37.2

 

 

 

968

%

 

Income tax expense forincreased by $2.0 million during the ninethree months ended September 30, 2017 was $6.3 million resulting in an effective tax rate of 32.6% for the period. Income tax expense for the nine months ended September 30, 2016 was $9.1 million resulting in an effective tax rate of 43.4% for the period.  The decrease in the effective tax rate during the nine months ended September 30, 2017March 31, 2021 compared to the prior year period wasprimarily due primarily to the recognition of a $1.3 million benefit from the settlement of a tax auditincrease in the first quarter of 2017 and the recognition of approximately $0.3 million of windfall tax benefits from the settlement of options and restricted stock units during the third quarter of 2017. In addition, in 2016 an additional $0.6 million of tax expense was incurred due to a valuation allowance on a capital loss generated from one of our investments.overall U.S. profitability. For the full year 2017,2021, we anticipate that our effective tax rate will be approximately 35%32%.

Segment Results

Our operations are grouped into three segments: Research, Consulting, and Events. These segments are based on our management structure and how 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 tables below include the reclassification of revenues for the components of our CV subscription research products, as described further in Note 1: Interim Consolidated Financial Statements in the Notes to Consolidated Financial Statements.

The Research segment includes the costsrevenues from all of our research personnel who are responsible for writing the research and performing the webinars and inquiries for our Research and Connect products. In addition, the research personnel deliverproducts as well as consulting revenues from advisory services (such as workshops, speeches and advisory days) and a portion of our project consulting services. Revenue in this segment includes only revenue from advisory services and project consulting services that are delivered by our research organization. Research segment costs include the research personnelcost of the organizations responsible for developing and delivering these products in this segment.


The Product segment includesaddition to the costscost of the product management organization that is responsible for product pricing and packaging and the launch of new products. In addition, this segment includesMay 2021, we announced the costslaunch of a new research portfolio called Forrester Decisions, anticipated to be available in August 2021. This new portfolio of products will help executives, functional leaders, and their teams, across technology, marketing,customer experience, sales, and product management, plan ​and pursue their initiatives for driving growth. The Forrester Decisions product combines the research, frameworks, models, and methodologies of our Data,Forrester Research and SiriusDecisions Research product offerings, as well as features of our Connect and Events organizations. Revenue in this segment includes all of our revenue (including Research and Connect) except for revenue from advisory services and project consulting services that are delivered by personnel in the Research and Project Consulting segments.Analytics products.

The Project Consulting segment includes the revenues and the related costs of the consultants that deliver theour project consulting organization. The project consulting organization delivers a majority of our project consulting revenue and certain advisory services. Revenue in this

The Events segment includes the project consulting revenue delivered by the consultants in this segment.

We evaluate reportable segment performance and allocate resources based on segment revenues and expenses. the costs of the organization responsible for developing and hosting in-person and virtual events.


Segment expenses include the direct expenses of each segment organization and exclude selling and marketing expenses, certain client support expenses, general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, reorganization costs,interest and other income,expense, and lossesgains on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements.

In the first quarter of 2017, we modified our internal reporting for the Research and Project Consulting segments to reflect the transfer of revenue and direct costs related to a small consulting team in Asia Pacific from Research to Project Consulting, and to remove from both Research and Project Consulting certain client support activities that are now included within selling, marketing, administrative and other expenses in the table below. Accordingly, the 2016 amounts have been reclassified to conform to the current presentation.

 

 

 

 

 

 

 

 

 

 

Project

 

 

 

 

 

 

Research Segment

 

 

Consulting Segment

 

 

Events Segment

 

 

Consolidated

 

 

Product

 

 

Research

 

 

Consulting

 

 

Consolidated

 

 

(dollars in thousands)

 

Three Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services revenues

 

$

54,235

 

 

$

 

 

$

 

 

$

54,235

 

Advisory services and events revenues

 

 

3,353

 

 

 

10,379

 

 

 

12,402

 

 

 

26,134

 

Three Months Ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research revenues

 

$

74,968

 

 

$

 

 

$

 

 

$

74,968

 

Consulting revenues

 

 

12,731

 

 

 

25,819

 

 

 

 

 

 

38,550

 

Events revenues

 

 

 

 

 

 

 

 

263

 

 

 

263

 

Total segment revenues

 

 

57,588

 

 

 

10,379

 

 

 

12,402

 

 

 

80,369

 

 

 

87,699

 

 

 

25,819

 

 

 

263

 

 

 

113,781

 

Segment expenses

 

 

9,764

 

 

 

11,953

 

 

 

6,443

 

 

 

28,160

 

 

 

(30,717

)

 

 

(12,325

)

 

 

(714

)

 

 

(43,756

)

Contribution margin (loss)

 

 

47,824

 

 

 

(1,574

)

 

 

5,959

 

 

 

52,209

 

Year over year revenue change

 

 

5

%

 

 

 

 

 

3

%

 

 

4

%

 

 

1

%

 

 

33

%

 

 

192

%

 

 

7

%

Year over year expense change

 

 

10

%

 

 

3

%

 

 

17

%

 

 

8

%

 

 

12

%

 

 

23

%

 

 

5

%

 

 

15

%

 

 

 

 

 

 

 

 

 

 

 

Project

 

 

 

 

 

 

 

Product

 

 

Research

 

 

Consulting

 

 

Consolidated

 

Three Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services revenues

 

$

52,727

 

 

$

 

 

$

 

 

$

52,727

 

Advisory services and events revenues

 

 

2,333

 

 

 

10,330

 

 

 

12,037

 

 

 

24,700

 

Total segment revenues

 

 

55,060

 

 

 

10,330

 

 

 

12,037

 

 

 

77,427

 

Segment expenses

 

 

8,884

 

 

 

11,586

 

 

 

5,522

 

 

 

25,992

 

Contribution margin (loss)

 

 

46,176

 

 

 

(1,256

)

 

 

6,515

 

 

 

51,435

 

 

 

 

 

 

 

 

 

 

 

Project

 

 

 

 

 

 

 

Product

 

 

Research

 

 

Consulting

 

 

Consolidated

 

Nine Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services revenues

 

$

160,553

 

 

$

 

 

$

 

 

$

160,553

 

Advisory services and events revenues

 

 

15,714

 

 

 

32,279

 

 

 

38,750

 

 

 

86,743

 

Total segment revenues

 

 

176,267

 

 

 

32,279

 

 

 

38,750

 

 

 

247,296

 

Segment expenses

 

 

32,788

 

 

 

36,510

 

 

 

18,886

 

 

 

88,184

 

Contribution margin (loss)

 

 

143,479

 

 

 

(4,231

)

 

 

19,864

 

 

 

159,112

 

Year over year revenue change

 

 

1

%

 

 

(3

%)

 

 

13

%

 

 

2

%

Year over year expense change

 

 

8

%

 

 

1

%

 

 

8

%

 

 

5

%

 

 

 

 

 

 

 

 

 

 

Project

 

 

 

 

 

 

 

Product

 

 

Research

 

 

Consulting

 

 

Consolidated

 

Nine Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research services revenues

 

$

160,998

 

 

$

 

 

$

 

 

$

160,998

 

Advisory services and events revenues

 

 

14,191

 

 

 

33,244

 

 

 

34,216

 

 

 

81,651

 

Total segment revenues

 

 

175,189

 

 

 

33,244

 

 

 

34,216

 

 

 

242,649

 

Segment expenses

 

 

30,306

 

 

 

36,026

 

 

 

17,465

 

 

 

83,797

 

Contribution margin (loss)

 

 

144,883

 

 

 

(2,782

)

 

 

16,751

 

 

 

158,852

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research Segment

 

 

Consulting Segment

 

 

Events Segment

 

 

Consolidated

 

 

 

(dollars in thousands)

 

Three Months Ended March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research revenues

 

$

74,267

 

 

$

 

 

$

 

 

$

74,267

 

Consulting revenues

 

 

12,582

 

 

 

19,406

 

 

 

 

 

 

31,988

 

Events revenues

 

 

 

 

 

 

 

 

90

 

 

 

90

 

Total segment revenues

 

 

86,849

 

 

 

19,406

 

 

 

90

 

 

 

106,345

 

Segment expenses

 

 

(27,464

)

 

 

(10,021

)

 

 

(677

)

 

 

(38,162

)

 

ProductResearch segment revenues increased 5% and 1% during the three and nine months ended September 30, 2017, respectively,March 31, 2021 compared to the prior year periods.period. Research servicesrevenues within this segment increased 1% which primarily resulted from flat contract value growth during this period. Consulting revenues increased 3%1% within this segment due to increased delivery of advisory services.

Research segment expenses increased 12% during the three months ended September 30, 2017 and remained essentially flat during the nine months ended September 30, 2017March 31, 2021 compared to the prior year periods. The increase in research services revenues for the three months ended September 30, 2017 was principally driven by an increase in revenues for our Reprints and Connect products. During the nine months ended September 30, 2017 a decline in revenues for our Data products and a slight decline in revenues for our Research products were offset by an increase in revenues for our Reprints and Connect products. Advisory services and events revenues, which is comprised of data consulting and events revenues in this segment, increased 44% and 11% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods. The increase in advisory services and events revenues during the three months ended September 30, 2017 was primarily due to a $0.4 million increase in data consulting revenues and a $0.7 million increase in Events revenues. The increase in Events revenues was primarily due to revenue from a new event held in the U.S. during the current year period that exceeded the decline in revenue resulting from the discontinuation of a small event in the Asia Pacific region. The increase in advisory services and events revenues during the nine months ended September 30, 2017 was primarily due to a $0.8 million increase in data consulting revenues and a $1.0 million increase in Events revenues. The increase in Events revenues was due to an increase in sponsorship revenues that offset having held one less event in the Asia Pacific region in the current year compared to the prior year. Product segment expenses increased 10% and 8% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods primarily due to an increase in compensation and benefit costs due to an increase in employees and an increase in events expenses driven by increased attendance at the events.

Research segment revenues remained essentially flat during the three months ended September 30, 2017 and declined 3% during the nine months ended September 30, 2017, compared to the prior year periods. During the three months ended September 30, 2017 an increase in advisory revenues was essentially offset by a decrease in consulting revenues. The decline in revenues during the nine months ended September 30, 2017 was principally due to a decrease in consulting revenues that was partially offset by a slight increase in advisory revenues. Research segment expenses increased 3% and 1% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods.  The increase in expenses during the three and nine months ended September 30, 2017 was primarily due to an increase in compensation and benefit costs of $0.5 million and $0.8 million, respectively, compared to the prior year periods.

Project Consulting segment revenues increased 3% and 13% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods due primarily to growth in our content marketing group, that was partially offset by a decline in revenue from our strategic consulting group. We expect revenue growth rates to be at a single digit level for the fourth quarter of the year. Project Consulting expenses increased 17% and 8% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods. period. The increase in expenses during the three months ended March 31, 2021 was primarily due to (1) a $3.6 million increase in compensation and ninebenefit costs primarily due to reinstating incentive bonus programs 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 severance costs and (2) a $0.9 million increase in professional services costs due to an increase in survey costs and new product development. These increases were partially offset by a $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 33% during the three months ended September 30, 2017March 31, 2021 compared to the prior year period driven by continued strong demand for our content marketing offerings.

Consulting segment expenses increased 23% during the three months ended March 31, 2021 compared to the prior year period. The increase in expenses during the three months ended March 31, 2021 was primarily due to (1) a $1.5 million increase in professional services primarily due to an increase in outsourced services related to revenue delivery, and (2) a $1.1 million increase in compensation and benefit costs primarily due to reinstating incentive bonus programs that were eliminated as part of $0.5 millionthe cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 pandemic.

Event segment revenues and $1.0 million, respectively,expenses remained essentially consistent during the three months ended March 31, 2021 compared to the prior year periods.

period. No events were held during either period.

Liquidity and Capital Resources

We have historically financed our operations primarily through funds generated from operations. Memberships for research services,Research revenues, which constituted approximately 65%66% of our revenues during the ninethree months ended September 30, 2017,March 31, 2021, are generally renewable annually and are typically payable in advance. We generated cash from operating activities of $36.9$40.6 million and $38.3$21.8 million during the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, respectively. The $1.4$18.8 million decreaseincrease in cash provided from operations for the ninethree months ended September 30, 2017 March 31, 2021 compared to the prior year period was primarily attributabledue to a $1.7$10.8 million decreasereduction in cash used for working capital (excluding accounts receivable and deferred revenue) and an $8.6 million increase in cash generated from working capital.  The decrease in cash from working capital was primarilyaccounts receivable and deferred revenue due to increasesan increase in cash used for income taxescontract bookings and cash used for accounts payable that were partially offset by a decrease in the use of cash for accrued salary expense resulting from a change in the timing of payroll payments. We expect cash from operating activities for the full year 2017 to be in the range of $37.0 to $41.0 million.strong collections activity.


During the ninethree months ended September 30, 2017March 31, 2021, we generated $1.4 million ofused cash fromin investing activities consisting primarily of $7.0$1.5 million in net proceeds from sales and maturities of marketable investments that was partially offset by $5.8 million offor purchases of property and equipment. Propertyequipment, primarily consisting of computer software and equipment purchases during 2017 consisted primarily of computer equipment, software and leasehold improvements for our new office location in Nashville.. During the ninethree months ended September 30, 2016, March 31, 2020, we used $18.9 million of cash fromin investing activities consisting primarily of $15.5$2.4 million in net purchases of marketable investments and $3.3 million offor purchases of property and equipment. Property and equipment, purchases during 2016 consisted primarily consisting of computer equipmentsoftware and software.leasehold improvements.


We used $38.8$1.0 million of cash from financing activities during the ninethree months ended September 30, 2017March 31, 2021 primarily due to the use$3.1 million of $40.0 million for purchasesrepayments of our common stock and $10.2 million for the payment of dividends, at $0.19 per share in each of the first three quarters of 2017 as well as $2.5 million in taxes paid related to net share settlements of restricted stock units, which wereterm loan, partially offset by $13.9$2.1 million of net proceeds from the exerciseissuance of common stock options andunder our employee stock purchase plan.stock-based incentive plans. We used $1.8$15.3 million of cash fromin financing activities during the ninethree months ended September 30, 2016 March 31, 2020 primarily fordue to $16.3 million of repayments of debt that included $14.0 million of discretionary payments on our revolving credit facility.

We entered into a $200.0 million credit agreement on January 3, 2019. The credit agreement provides for: (1) senior secured term loans in an aggregate principal amount of $125.0 million (the “Term Loans”) and, (2) a senior secured revolving credit facility in an aggregate principal amount of $75.0 million (the “Revolving Credit Facility” and, together with the paymentTerm Loans, the “Facilities”). Additional information is provided in Note 3 – Debt in the Notes to Consolidated Financial Statements. The Facilities mature on January 3, 2024. As of dividendsMarch 31, 2021, we had remaining principal payments on the Facilities totaling $9.7$106.3 million, at $0.18 per sharecontractually due as follows: $9.4 million in each2021, $28.1 million within 2022 and 2023, and $68.8 million in 2024. We were in full compliance with the covenants as of March 31, 2021 and expect to continue to be in compliance through the next 12 months.

The Facilities 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 the first three quartersCompany, sell assets, pay dividends or other payments in respect to capital stock, change fiscal year, or enter into certain transactions with affiliates and subsidiaries.

Additional future contractual cash obligations extending over the next 12 months and beyond primarily consist of 2016,operating lease payments. We lease office space under non-cancellable operating lease agreements (refer to Note 4 – Leases in the Notes to Consolidated Financial Statements for additional information). The remaining duration of non-cancellable office space leases ranges from less than 1 year to 11 years. As of March 31, 2021, remaining non-cancelable lease payments are due as well as $2.1follows: $11.6 million in taxes paid related2021, $33.2 million within 2022 and 2023, $30.4 million within 2024 and 2025, and $27.1 million beyond 2025.

In addition to net share settlements of restricted stock units, which was partially offset by $10.0 million of proceeds from the exercise of stock optionscontractual cash commitments included above, we have other payables and our employee stock purchase plan.liabilities that may be legally enforceable but are not considered contractual commitments.

As of September 30, 2017 our remaining stock repurchase authorization was approximately $20.1 million. We plan to repurchase our common stock as market conditions warrant.

As of September 30, 2017,March 31, 2021, we had cash and cash equivalents of $80.0 million and marketable investments of $54.0$125.6 million. These balances include $61.6This balance includes $60.2 million held outside of the U.S. If these fundsthe cash outside of the U.S. areis 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 do not currently have a line of credit and do not presently anticipate the need to access a line of credit in the foreseeable future except in the case of a significant acquisition. We believe that our current cash balance marketable investments, and cash flows from operations will satisfy working capital, financing activities, and capital expenditure requirements for the next twelve months.

Contractual Obligations

There have been no material changes to the contractual obligations table as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet financing arrangements.

Recent Accounting Pronouncements

SeeRefer to Note 1 and Note 10 ofInterim 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.

 


ITEM 3. QUANTITATIVE AND QUALITATIVEQUALITATIVE 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, 2016.2020.

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, 2017.March 31, 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

ThereExcept as noted below, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) underof the Exchange Act) that occurred during the quarter ended September 30, 2017 thatMarch 31, 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.

 

 


PART II. OTHEROTHER INFORMATION

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, 2016,2020, 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. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Through September 30, 2017,March 31, 2021, our Board of Directors authorized an aggregate $485.0$535.0 million to purchase common stock under our stock repurchase program. During the quarter ended September 30, 2017,March 31, 2021, we purchased the followingdid not purchase any shares of our common stock under the stock repurchase program:program.

 

 

 

 

 

 

 

 

 

 

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 30

 

 

32,065

 

 

$

39.69

 

 

 

 

 

August 1 - August 31

 

 

26,468

 

 

$

39.82

 

 

 

 

 

September 1 - September 30

 

 

30,359

 

 

$

40.01

 

 

 

 

 

 

 

 

88,892

 

 

 

 

 

 

$

20,100

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

(1)

All purchases of our common stock were made under the stock repurchase program first announced in 2001.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

 


ITEM 6. EXHIBITS

 

3.1

Restated Certificate of Incorporation of Forrester Research, Inc. (see Exhibit 3.1 to Registration Statement on Form S-1A filed on November 5, 1996)

    3.2

Certificate of Amendment of the Certificate of Incorporation of Forrester Research, Inc. (see Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 1999)

    3.3

Certificate of Amendment to Restated Certificate of Incorporation of Forrester Research, Inc.

    3.4

Amended and Restated By-Laws of Forrester Research, Inc.

    4.1

Specimen Certificate for shares of Common Stock, $.01 par value, of Forrester Research, Inc. (see Exhibit 4 to Registration Statement on Form S-1A filed on November 5, 1996)

 

 

 

  31.1

 

Certification of the Principal Executive Officer. (filed herewith)

 

 

 

  31.2

 

Certification of the Principal Financial Officer. (filed herewith)

 

 

 

  32.1

 

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)

 

 

 

  32.2

 

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)

 

 

 

101.INS

 

Inline XBRL Instance Document.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.Schema Document. (filed herewith)

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase.Linkbase Document. (filed herewith)

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase.Linkbase Document. (filed herewith)

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase.Linkbase Document. (filed herewith)

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase.Linkbase Document. (filed herewith)

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document). (filed herewith)

 

 

 


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/ Michael A. DoyleSCOTT R. CHOUINARD

 

 

Michael A. DoyleScott R. Chouinard

 

 

Interim Chief Financial Officer

(Principal financial and accounting officer)

Date: November 7, 2017


Exhibit Index

Exhibit

No.

Document

  31.1

Certification of the Principal Executive Officer. (filed herewith)

  31.2

Certification of the Principal Financial Officer. (filed herewith)

  32.1

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)

  32.2

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)

101.INS

XBRL Instance Document. (filed herewith)

101.SCH

XBRL Taxonomy Extension Schema. (filed herewith)

101.CAL

XBRL Taxonomy Extension Calculation Linkbase. (filed herewith)

101.DEF

XBRL Taxonomy Extension Definition Linkbase. (filed herewith)

101.LAB

XBRL Taxonomy Extension Label Linkbase. (filed herewith)

101.PRE

XBRL Taxonomy Extension Presentation Linkbase. (filed herewith)

 

Date: May 6, 2021

 

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