FORRESTER RESEARCH, INC.

(FORR)
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FORRESTER RESEARCH, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

05/06/2022 | 09:04am EDT

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 changing stakeholder
expectations, product development, holding hybrid events, possible acquisitions,
future dividends, future share repurchases, future growth rates, operating
income and cash from operations, future deferred revenue, future compliance with
financial covenants under our credit facility, future interest expense,
anticipated increases in, and productivity of, our sales force and headcount,
the adequacy of our cash, and cash flows to satisfy our working capital and
capital expenditures, and the anticipated impact of accounting standards. These
statements are based on our current plans and expectations and involve risks and
uncertainties. Important factors that could cause actual future activities and
results to differ include, among others, our ability to retain and enrich
subscriptions to, and licenses of, our Research products and services, our
ability to fulfill existing or generate new consulting engagements and advisory
services, our ability to generate and increase demand for the Events we host,
the adverse economic environment, 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, our ability to offer new products and services, our
dependence on key personnel, our ability to attract and retain qualified
professional staff, our ability to respond to business and economic conditions
and market trends, 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, our ability to enforce and protect our intellectual property
rights, compliance with privacy laws, taxation risks, 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,
2021. We undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events, or otherwise.

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. Our events business continues to be
negatively affected by the pandemic. All events during 2021 were held as virtual
events, however, we intend to hold our events during 2022 as hybrid events,
consisting of both in-person and virtual experiences. In May 2022, we completed
our first event of the year as a hybrid event.

We derive revenues from subscriptions to our Research products and services,
licensing electronic "reprints" of our Research, performing consulting projects
and advisory services, and hosting events. We offer contracts for our Research
products that are typically renewable annually and payable in advance.
Subscription products are recognized as revenue 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 access to our subscription-based products. Consulting project
revenues, which are based upon fixed-fee agreements, are recognized as the
services are provided. Advisory 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.

Our primary operating expenses consist of cost of services and fulfillment,
selling and marketing expenses, and general and administrative expenses. Cost of
services and fulfillment represents the costs associated with the production and
delivery of our products and services, including salaries, bonuses, employee
benefits, and stock-based compensation expense for all personnel that produce
and deliver our products and services, including all associated editorial,
travel, and support services. Selling and marketing expenses include salaries,
sales commissions, bonuses, employee benefits, stock-based compensation expense,
travel expenses, promotional costs, and other costs incurred in marketing and
selling our products and services. General and administrative expenses include
the costs of the technology, operations, finance, and human resources groups and
our other administrative functions, including salaries, bonuses, employee
benefits, and stock-based compensation expense. Overhead costs such as
facilities, net of sublease income, and annual fees for cloud-based information
technology systems are allocated to these categories according to the number of
employees in each group.

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Our key metrics focus on our contract value ("CV") products. 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 calculate CV at the foreign currency rates used for internal planning
purposes each year. For comparative purposes, we have recast historical CV at
the current year foreign currency rates. We have included the recast CV metric
below for the three months ended March 31, 2021, and we have also provided
recast CV amounts dating back to the first quarter of 2020, on the investor
relations section of our website.

Contract value, client retention, wallet retention, and number of clients are
metrics that we believe are important to understanding our research business. We
define these metrics as follows:

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 products 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.

Client retention - represents the percentage of client companies (defined as all clients that buy a CV product) at the prior year measurement date that have active contracts at the current year measurement date.

Wallet retention - represents a measure of the CV 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 all clients that have an active CV contract.

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

                           As of             Absolute        Percentage
                         March 31,           Increase         Increase
                     2022        2021       (Decrease)       (Decrease)
Contract value      $ 351.4     $ 305.6     $      45.8               15 %
Client retention         77 %        75 %             2                3 %
Wallet retention        103 %        89 %            14               16 %
Number of clients     2,945       2,907              38                1 %


Contract value increased 15% at March 31, 2022 compared to the prior year
period. The increase in contract value was primarily due to an increase in
contract bookings due to strong demand for our contract value products. Client
retention and wallet retention increased 2 percentage points and 14 percentage
points, respectively, at March 31, 2022 compared to the prior year period. The
increase in wallet retention was primarily due to the enrichment of existing
clients when they renewed their contracts.

Management's discussion and analysis of financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("GAAP"). The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, we evaluate our estimates,
including but not limited to, those related to our revenue recognition,
goodwill, intangible and other long-lived assets, and income taxes. Management
bases its estimates on historical experience, data available at the time the
estimates are made, and various assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Our critical accounting
estimates are described in our Annual Report on Form 10-K for the year ended
December 31, 2021.

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Results of Operations

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

                                      Three Months Ended
                                           March 31,
                                       2022          2021
Revenues:
Research revenues                         68.6 %       65.9 %
Consulting revenues                       30.8         33.9
Events revenues                            0.6          0.2
Total revenues                           100.0        100.0

Operating expenses: Cost of services and fulfillment 42.6 41.7 Selling and marketing

                     35.2         34.5
General and administrative                12.4         11.6
Depreciation                               1.8          2.1
Amortization of intangible assets          2.6          3.4
Integration costs                            -          0.1
Income from operations                     5.4          6.6
Interest expense                          (0.5 )       (1.0 )
Other expense, net                        (0.2 )       (0.4 )
Gain on investments, net                   0.3            -
Income before income taxes                 5.0          5.2
Income tax expense                         1.5          1.7
Net income                                 3.5 %        3.5 %



Three Months Ended March 31, 2022 and 2021

Revenues

                                         Three Months Ended            Absolute        Percentage
                                             March 31,                 Increase         Increase
                                        2022             2021         (Decrease)       (Decrease)
                                       (dollars in millions)
Total revenues                      $       125.0      $   113.8     $       11.2               10 %
Research revenues                   $        85.8      $    75.0     $       10.8               14 %
Consulting revenues                 $        38.4      $    38.6     $       (0.1 )             (- %)
Events revenues                     $         0.8      $     0.3     $        0.5              189 %
Revenues attributable to
customers outside of
  the U.S.                          $        27.5      $    26.8     $        0.7                3 %
Percentage of revenue
attributable to customers
  outside of the U.S.                          22 %           24 %             (2 )             (8 %)


Total revenues increased 10% during the three months ended March 31, 2022
compared to the prior year period, and increased by 11% when excluding the
effect of changes in foreign currencies. Revenues from customers outside the
U.S. increased 3% during the three months ended March 31, 2022 primarily due to
an increase in revenues in Canada. Revenues from customers outside the U.S.
increased by approximately 6% when excluding the effect of changes in foreign
currencies.

Research revenues are recognized as revenue primarily on a ratable basis over
the term of the contracts, which are generally twelve-month periods. Research
revenues increased 14% during the three months ended March 31, 2022 compared to
the prior year period, and increased by 15% when excluding the effect of changes
in foreign currencies. The increase in revenues was primarily due to increased
contract value, which was driven by strong demand for our products and an
increase in our wallet retention rate.

Consulting revenues remained essentially consistent during the three months ended March 31, 2022 compared to the prior year period.

Events revenues were insignificant during the three months ended March 31, 2022 and 2021 as no events were held during either period.

Refer to the "Segments Results" section below for a discussion of revenues and expenses by segment.

                                       22
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Cost of Services and Fulfillment

                                        Three Months Ended            Absolute        Percentage
                                             March 31,                Increase         Increase
                                       2022             2021         (Decrease)       (Decrease)
Cost of services and fulfillment
(dollars in millions)               $     53.3       $     47.5     $        5.8               12 %
Cost of services and fulfillment
as a percentage of
  total revenues                          42.6 %           41.7 %            0.9                2 %

Service and fulfillment employees

  (at end of period)                       847              760               87               11 %



Cost of services and fulfillment expenses increased 12% during the three months
ended March 31, 2022 compared to the prior year period, and increased by 13%
when excluding the effect of changes in foreign currencies. The increase was
primarily due to (1) a $3.3 million increase in compensation and benefit costs
due to an increase in headcount, benefit costs, and merit increases, (2) a $1.1
million increase in professional services costs primarily due to increases in
survey and contractor costs, (3) a $0.6 million increase in computer software
costs and equipment, and (4) a $0.5 million increase in stock compensation
expense.

Selling and Marketing

                                        Three Months Ended            Absolute        Percentage
                                             March 31,                Increase         Increase
                                       2022             2021         (Decrease)       (Decrease)
Selling and marketing expenses
(dollars in millions)               $     44.0       $     39.3     $        4.8               12 %
Selling and marketing expenses as
a percentage of
  total revenues                          35.2 %           34.5 %            0.7                2 %
Selling and marketing employees
(at end of period)                         762              746               16                2 %


Selling and marketing expenses increased 12% during the three months ended March
31, 2022 compared to the prior year period, and increased by 13% when excluding
the effect of changes in foreign currencies. The increase was primarily due to
(1) a $3.7 million increase in compensation and benefit costs due to an increase
in commissions expense, benefit costs, and merit increases and (2) a $0.6
million increase in professional services costs due to increases in consulting
and advertising expenses.

General and Administrative

                                         Three Months Ended            Absolute        Percentage
                                              March 31,                Increase         Increase
                                        2022             2021         (Decrease)       (Decrease)
General and administrative
expenses (dollars in
  millions)                          $     15.5       $     13.2     $        2.3               18 %
General and administrative
expenses as a percentage
  of total revenues                        12.4 %           11.6 %            0.8                7 %
General and administrative
employees (at end of
  period)                                   261              243               18                7 %



General and administrative expenses increased 18% during the three months ended
March 31, 2022 compared to the prior year period, and increased by 19% when
excluding the effect of changes in foreign currencies. The increase was
primarily due to a $1.5 million increase in compensation and benefit costs due
to an increase in headcount, benefit costs, and merit increases.

Depreciation

Depreciation expense remained essentially consistent during the three months ended March 31, 2022 compared to the prior year period.

Amortization of Intangible Assets

Amortization expense decreased by $0.5 million during the three months ended March 31, 2022 compared to the prior year period primarily due to certain technology intangible assets becoming fully amortized in 2021.

                                       23
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Interest Expense


Interest expense consists of interest on our borrowings and realized gains
(losses) on the related interest rate swap. Interest expense decreased by $0.5
million during the three months ended March 31, 2022 compared to the prior year
period due to lower average outstanding borrowings and a lower effective
interest rate.

Other Expense, Net


Other expense, net primarily consists of gains (losses) on foreign currency,
gains (losses) on foreign currency forward contracts, and interest income. Other
expense, net decreased $0.2 million during the three months ended March 31, 2022
compared to the prior year period. The decrease was primarily due to a decrease
in foreign currency losses.

Gain on Investments, Net

Gain on investments, net primarily represents our share of equity method
investment gains and losses from our technology-related investment funds. Gain
on investments, net increased $0.4 million during the three months ended March
31, 2022 compared to the prior year period. The increase was primarily due to an
increase in investment gains generated by the underlying funds.

Income Tax Expense

                                        Three Months Ended           Absolute        Percentage
                                            March 31,                Increase         Increase
                                       2022            2021         (Decrease)       (Decrease)
Provision for income taxes
(dollars in millions)               $      1.9       $     2.0      $      (0.1 )             (5 %)
Effective tax rate                        31.2 %          33.4 %           (2.2 )             (7 %)



Income tax expense remained essentially consistent during the three months ended
March 31, 2022 compared to the prior year period. For the full year 2022, we
anticipate that our effective tax rate will be approximately 30%.

Segment Results


We operate in three segments: Research, Consulting, and Events. These segments,
which are also our reportable 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.

The Research segment includes the revenues from all of our research products as
well as consulting revenues from advisory services (such as speeches and
advisory days) delivered by our research organization. Research segment costs
include the cost of the organizations responsible for developing and delivering
these products in addition to the cost of the product management organization
that is responsible for product pricing and packaging and the launch of new
products.

The Consulting segment includes the revenues and the related costs of our project consulting organization. The project consulting organization delivers a majority of our project consulting revenue and certain advisory services.

The Events segment includes the revenues and the costs of the organization responsible for developing and hosting in-person and virtual events. As of January 1, 2022, the Company realigned its events sales costs from selling and marketing expense to the Events segment as they now fall under the Events management structure. The 2021 amounts have been revised to conform to the current presentation.


We evaluate reportable segment performance and allocate resources based on
segment revenues and expenses. Segment expenses include the direct expenses of
each segment organization and exclude selling and marketing expenses, general
and administrative expenses, stock-based compensation expense, depreciation
expense, adjustments to incentive bonus compensation from target amounts,
amortization of intangible assets, interest and other expense, and gains on
investments. The accounting policies used by the segments are the same as those
used in the consolidated financial statements.

                                       24
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                                       Research        Consulting         Events
                                       Segment           Segment          Segment        Consolidated
                                                           (dollars in thousands)
Three Months Ended March 31, 2022
Research revenues                     $   85,780      $           -      $       -      $       85,780
Consulting revenues                       11,190             27,241              -              38,431
Events revenues                                -                  -            760                 760
Total segment revenues                    96,970             27,241            760             124,971
Segment expenses                         (34,180 )          (14,317 )       (1,751 )           (50,248 )
Year over year revenue change                 11 %                6 %          189 %                10 %
Year over year expense change                 11 %               16 %           12 %                13 %



                                      Research        Consulting
                                       Segment          Segment        Events Segment       Consolidated
                                                            (dollars in 

thousands)

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 )            (1,564 )          (44,606 )



Research segment revenues increased 11% during the three months ended March 31,
2022, compared to the prior year period. Research product revenues within this
segment increased 14% which primarily resulted from increased contract value
during the period. Consulting product revenues within this segment decreased 12%
primarily due to decreased delivery of consulting and advisory services by our
research analysts as they shifted more of their efforts to developing and
delivering our CV products.

Research segment expenses increased 11% during the three months ended March 31,
2022 compared to the prior year period. The increase in expenses during the
three months ended March 31, 2022 was primarily due to (1) a $2.3 million
increase in compensation and benefit costs primarily due to an increase
headcount, benefit costs, and merit increases and (2) a $0.8 million increase in
professional services costs due to an increase in survey costs and contractor
costs.

Consulting segment revenues increased 6% during the three months ended March 31,
2022 compared to the prior year period. The increase in revenues during the
three months ended March 31, 2022 was primarily due to demand for our strategy
consulting offering.

Consulting segment expenses increased 16% during the three months ended March
31, 2022 compared to the prior year period. The increase in expenses during the
three months ended March 31, 2022 was primarily due to (1) a $1.3 million
increase in compensation and benefit costs primarily due to an increase
headcount, benefit costs, and merit increases and (2) a $0.8 million increase in
professional services primarily due to an increase in contractor costs.

Event segment revenues were insignificant during the three months ended March 31, 2022 and 2021 as no events were held during either period.


Event segment expenses increased 12% during the three months ended March 31,
2022 compared to the prior year period. The increase in expenses during the
three months ended March 31, 2022 was primarily due to a $0.2 million increase
in compensation and benefit costs primarily due to an increase in headcount,
benefit costs, and merit increases.

Liquidity and Capital Resources


We have historically financed our operations primarily through funds generated
from operations. Research revenues, which constituted approximately 69% of our
revenues during the three months ended March 31, 2022, are generally renewable
annually and are typically payable in advance. We generated cash from operating
activities of $22.7 million and $40.6 million during the three months ended
March 31, 2022 and 2021, respectively. The $17.9 million decrease in cash
provided from operations for the three months ended March 31, 2022 compared to
the prior year period was primarily due to an $18.9 million increase in cash
used for accrued expenses resulting from the payout of year end incentive
compensation.

During the three months ended March 31, 2022, we used cash in investing
activities of $1.9 million primarily for $1.3 million of purchases of property
and equipment, primarily consisting of computer software and equipment and $0.7
million in net purchases of marketable investments. During the three months
ended March 31, 2021, we used cash in investing activities of $1.5 million for
purchases of property and equipment, primarily consisting of computer software
and equipment.

                                       25
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We used $22.7 million of cash from financing activities during the three months
ended March 31, 2022 primarily due to $15.0 million of discretionary repayments
of our revolving credit facility and $9.5 million for purchases of our common
stock, partially offset by $1.9 million of net proceeds from the issuance of
common stock under our stock-based incentive plans. We used $1.0 million of cash
in financing activities during the three months ended March 31, 2021 primarily
due to $3.1 million of repayments of our term loan, partially offset by $2.1
million of net proceeds from the issuance of common stock under our stock-based
incentive plans. As of March 31, 2022, our remaining stock repurchase
authorization was approximately $80.6 million.

On December 21, 2021, we and certain of our subsidiaries entered into an
amendment of our existing credit facility, dated as of January 3, 2019, with
JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"),
and the lenders party thereto (the "Existing Credit Agreement" and the Existing
Credit Agreement as amended by the Amendment, the "Amended Credit Agreement").
The Existing Credit Agreement was amended to, among other things, (a) increase
the aggregate principal amount of revolving credit commitments (the "Revolving
Credit Facility") from $75.0 million to $150.0 million and eliminate the
existing term loan facility, (b) extend the scheduled maturity date of the
revolving credit commitments to December of 2026, (c) reduce the applicable
margin with respect to revolving loans to, at Forrester's option, (i) between
1.25% and 1.75% per annum for loans based on LIBOR and (ii) between 0.25% and
0.75% per annum for loans based on the applicable base rate, in each case, based
on Forrester's consolidated total leverage ratio, (d) reduce the commitment fee
applicable to undrawn revolving credit commitments to between 0.30% and 0.20%
per annum based on our consolidated total leverage ratio, (e) replace the
minimum fixed charge coverage ratio financial covenant under the Existing Credit
Agreement with a minimum consolidated interest coverage ratio of 3.50:1.00 and
(f) include a covenant limiting the amount of capital expenditures in each
fiscal year, subject to exceptions for (i) up to $25.0 million annually with
respect to our headquarters property and (ii) an additional general basket of
$20.0 million annually.

The Amended Credit Agreement permits an increase in 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. Additional information is provided in Note 4 - Debt in the Notes to
Consolidated Financial Statements. The Revolving Credit Facility matures on
December 21, 2026. There was a balance of $60.0 million outstanding on the
facility at March 31, 2022.

The Amended Credit Agreement contains certain customary restrictive loan
covenants, including among others, financial covenants that apply a maximum
leverage ratio, minimum interest coverage ratio, and maximum annual capital
expenditures. 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,
change fiscal year, or enter into certain transactions with affiliates and
subsidiaries. We were in full compliance with the covenants as of March 31, 2022
and expect to continue to be in compliance through the next 12 months.

Additional future contractual cash obligations extending over the next 12 months
and beyond primarily consist of operating lease payments. We lease office space
under non-cancelable operating lease agreements (refer to Note 5 - Leases in the
Notes to Consolidated Financial Statements for additional information). The
remaining duration of non-cancelable office space leases ranges from less than 1
year to 9 years. As of March 31, 2022, remaining non-cancelable lease payments
are due as follows: $12.7 million in 2022, $32.6 million within 2023 and 2024,
$26.3 million within 2025 and 2026, and $14.7 million beyond 2026.

In addition to the contractual cash commitments included above, we have other
payables and liabilities that may be legally enforceable but are not considered
contractual commitments.

As of March 31, 2022, we had cash and cash equivalents of $112.5 million. This
balance includes $83.1 million held outside of the U.S. If the cash outside of
the U.S. is needed for operations in the U.S., we would be required to accrue
and pay U.S. state taxes and may be required to pay withholding taxes to foreign
jurisdictions to repatriate these funds. However, our intent is to permanently
reinvest these funds outside of the U.S. and our current plans do not
demonstrate a need to repatriate these funds for our U.S. operations. We believe
that our current cash balance and cash flows from operations will satisfy
working capital, financing activities, and capital expenditure requirements for
the next twelve months and to meet our known long-term cash requirements.

Recent Accounting Pronouncements


Refer to Note 1 - Interim Consolidated Financial Statements in the Notes to
Consolidated Financial Statements for a full description of recent accounting
pronouncements including the expected dates of adoption and effects on results
of operations and financial condition.

Critical Accounting Policies and Estimates


For information regarding our critical accounting policies and estimates, please
refer to Note 1, "Summary of Significant Accounting Policies" and Item 7,
"Critical Accounting Estimates" contained in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021. There have been no material changes to
the critical accounting policies and estimates previously disclosed in that
report.

                                       26

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