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, any adverse economic conditions that result in a reduction in technology spending or demand for our products and services, 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 endedDecember 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. 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. All events in the first half of 2022 were held as hybrid events, including two of our flagship events,B2B Summit North America andCX North America . 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 aForrester -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. 22 -------------------------------------------------------------------------------- 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 six months endedJune 30, 2021 , and we have also provided recast CV amounts dating back to the second 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 June 30, Increase Increase 2022 2021 (Decrease) (Decrease) Contract value$ 349.4 $ 317.7 $ 31.7 10 % Client retention 76 % 77 % (1 ) (1 %) Wallet retention 99 % 96 % 3 3 % Number of clients 2,928 2,940 (12 ) (- %) Contract value increased 10% atJune 30, 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 decreased by 1 percentage point and wallet retention increased by 3 percentage points atJune 30, 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. Compared toMarch 31, 2022 , wallet retention and client retention decreased by 4 percentage points and 1 percentage point, respectively. The decrease was primarily due to elongated sales cycles, lower conversion rates and sales capacity restraints. 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 inthe 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 endedDecember 31, 2021 . 23 --------------------------------------------------------------------------------
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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues: Research revenues 60.3 % 63.0 % 64.1 % 64.3 % Consulting revenues 26.5 31.8 28.4 32.8 Events revenues 13.2 5.2 7.5 2.9 Total revenues 100.0 100.0 100.0 100.0 Operating expenses: Cost of services and fulfillment 41.1 40.6 41.8 41.1 Selling and marketing 30.3 33.1 32.6 33.8 General and administrative 10.7 11.1 11.5 11.3 Depreciation 1.6 1.8 1.7 2.0 Amortization of intangible assets 2.3 3.1 2.5 3.2 Integration costs - 0.1 - 0.1 Income from operations 14.0 10.2 9.9 8.5 Interest expense (0.4 ) (0.8 ) (0.4 ) (0.9 ) Other income (expense), net 0.1 (0.2 ) (0.1 ) (0.3 ) Gain on investments, net - - 0.2 - Income before income taxes 13.7 9.2 9.6 7.3 Income tax expense 4.3 2.7 3.0 2.2 Net income 9.4 % 6.5 % 6.6 % 5.1 %
Three and Six Months Ended
Revenues Three Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease) (dollars in millions) Total revenues$ 148.2 $ 128.7 $ 19.6 15 % Research revenues$ 89.4 $ 81.0 $ 8.4 10 % Consulting revenues$ 39.3 $ 41.0 $ (1.7 ) (4 %) Events revenues$ 19.5 $ 6.7 $ 12.8 191 % Revenues attributable to customers outside of the U.S.$ 29.8 $ 28.0 $ 1.8 6 % Percentage of revenue attributable to customers outside of the U.S. 20 % 22 % (2 ) (9 %) Six Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease) (dollars in millions) Total revenues$ 273.2 $ 242.5 $ 30.8 13 % Research revenues$ 175.2 $ 156.0 $ 19.3 12 % Consulting revenues$ 77.7 $ 79.5 $ (1.8 ) (2 %) Events revenues$ 20.3 $ 7.0 $ 13.3 191 % Revenues attributable to customers outside of the U.S.$ 57.3 $ 54.8 $ 2.5 5 % Percentage of revenue attributable to customers outside of the U.S. 21 % 23 % (2 ) (9 %) 24
-------------------------------------------------------------------------------- Total revenues increased 15% and 13% during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods, and increased by 17% and 14% when excluding the effect of changes in foreign currencies. Revenues from customers outside theU.S. increased 6% and 5% during the three and six months endedJune 30, 2022 , respectively, due to an increase in revenues in theUnited Kingdom ,Asia Pacific region, andCanada partially offset by a decrease in revenues inEurope . Revenues from customers outside theU.S. increased by approximately 13% and 10% 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 10% and 12% during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods, and increased by 12% and 13% 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 compared to the prior year period. Consulting revenues decreased 4% and 2% during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods, and decreased by 3% and 1% when excluding the effect of changes in foreign currencies. The decrease in revenues during the three and six months endedJune 30, 2022 was primarily due to decreased delivery of advisory services by our research analysts as they shifted more of their efforts to developing and delivering our CV products. Events revenues increased 191% during both the three and six months endedJune 30, 2022 compared to the prior year periods. The increase in revenues during the three and six months endedJune 30, 2022 was primarily due to an increase in sponsorship revenues, as well as paid ticket attendance, primarily due to the return of in-person attendance at our events.
Refer to the "Segments Results" section below for a discussion of revenues and expenses by segment.
Cost of Services and Fulfillment
Three Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease) Cost of services and fulfillment (dollars in millions)$ 61.0 $ 52.3 $ 8.7 17 % Cost of services and fulfillment as a percentage of total revenues 41.1 % 40.6 % 0.5 1 %
Service and fulfillment employees
(at end of period) 879 764 115 15 % Six Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease) Cost of services and fulfillment (dollars in millions)$ 114.2 $ 99.7 $ 14.5 15 % Cost of services and fulfillment as a percentage of total revenues 41.8 % 41.1 % 0.7 2 % Cost of services and fulfillment expenses increased 17% during the three months endedJune 30, 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 (1) a$6.9 million increase in event expenses due to the return of in-person attendance at our events, (2) a$0.8 million increase in stock compensation expense, (3) a$0.6 million increase in travel and entertainment expenses due to the return of in-person attendance at our events and increased general business travel, and (4) a$0.6 million increase in professional services costs primarily due to increases in contractor costs. Cost of services and fulfillment expenses increased 15% during the six months endedJune 30, 2022 compared to the prior year period, and increased by 16% when excluding the effect of changes in foreign currencies. The increase was primarily due to (1) a$6.9 million increase in event expenses due to the return of in-person attendance at our events,(2) a$3.0 million increase in compensation and benefit costs due to an increase in headcount, benefit costs, and merit increases, which were partially offset by lower incentive bonus costs, (3) a$1.7 million increase in professional services costs primarily due to increases in survey and contractor costs, (4) a$1.3 million increase in stock compensation expense, (5) a$0.8 million increase in computer software costs, and (6) a$0.6 million increase in travel and entertainment expenses due to the return of in-person attendance at our events and increased general business travel. 25 --------------------------------------------------------------------------------
Selling and Marketing
Three Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease) Selling and marketing expenses (dollars in millions)$ 45.0 $ 42.6 $ 2.4 6 % Selling and marketing expenses as a percentage of total revenues 30.3 % 33.1 % (2.8 ) (8 %) Selling and marketing employees (at end of period) 780 720 60 8 % Six Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease) Selling and marketing expenses (dollars in millions)$ 89.0 $ 81.8 $ 7.2 9 % Selling and marketing expenses as a percentage of total revenues 32.6 % 33.8 % (1.2 ) (4 %) Selling and marketing expenses increased 6% during the three months endedJune 30, 2022 compared to the prior year period, and increased by 7% when excluding the effect of changes in foreign currencies. The increase was primarily due to (1) a$2.4 million increase in compensation and benefit costs due to an increase in headcount, commissions expense, and merit increases. Selling and marketing expenses increased 9% during the six months endedJune 30, 2022 compared to the prior year period, and increased by 10% when excluding the effect of changes in foreign currencies. The increase was primarily due to (1) a$6.0 million increase in compensation and benefit costs due to an increase in headcount, commissions expense, benefit costs, and merit increases and (2) a$0.5 million increase in stock compensation expense.
General and Administrative
Three Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease) General and administrative expenses (dollars in millions)$ 15.9 $ 14.3 $ 1.6 11 % General and administrative expenses as a percentage of total revenues 10.7 % 11.1 % (0.4 ) (4 %) General and administrative employees (at end of period) 286 235 51 22 % Six Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease)
General and administrative expenses (dollars in millions)$ 31.4 $ 27.5 $ 3.9 14 % General and administrative expenses as a percentage of total revenues 11.5 % 11.3 % 0.2 2 % General and administrative expenses increased 11% during the three months endedJune 30, 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 a$0.8 million increase in compensation and benefit costs due to an increase in headcount and merit increases, which were partially offset by lower incentive bonus costs. General and administrative expenses increased 14% during the six months endedJune 30, 2022 compared to the prior year period, and increased by 16% when excluding the effect of changes in foreign currencies. The increase was primarily due to (1) a$2.2 million increase in compensation and benefit costs due to an increase in headcount and merit increases, which were partially offset by lower incentive bonus costs and (2) a$0.5 million increase in professional services costs. 26 --------------------------------------------------------------------------------
Depreciation
Depreciation expense remained essentially consistent during the three and six
months ended
Amortization of Intangible Assets
Amortization expense decreased by$0.6 million and$1.2 million during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods primarily due to certain technology intangible assets becoming fully amortized in 2021. 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 and$1.0 million during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods due to lower average outstanding borrowings.
Other Income (Expense), Net
Other income (expense), net primarily consists of gains (losses) on foreign currency, gains (losses) on foreign currency forward contracts, and interest income. Other income, net increased$0.3 million during the three months endedJune 30, 2022 compared to the prior year period. Other expense, net decreased$0.5 million during the six months endedJune 30, 2022 compared to the prior year period. The decrease for the three and six months endedJune 30, 2022 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$0.4 million during the six months endedJune 30, 2022 compared to the prior year period. The increase was due to an increase in investment gains generated by the underlying funds.
Income Tax Expense
Three Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease) Provision for income taxes (dollars in millions)$ 6.4 $ 3.5 $ 2.9 84 % Effective tax rate 31.6 % 29.4 % 2.2 7 % Six Months Ended Absolute Percentage June 30, Increase Increase 2022 2021 (Decrease) (Decrease)
Provision for income taxes (dollars in millions)$ 8.3 $ 5.5 $ 2.8 52 % Effective tax rate 31.5 % 30.7 % 0.8 3 % Income tax expense increased by$2.8 million during the six months endedJune 30, 2022 compared to the prior year period primarily due to the increase in income from operations. For the full year 2022, we anticipate that our effective tax rate will be approximately 31%.
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.
27 --------------------------------------------------------------------------------
The Events segment includes the revenues and the costs of the organization
responsible for developing and hosting in-person and virtual events. As of
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 income (expense), and gains on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements. Research Consulting Events Segment Segment Segment Consolidated (dollars in thousands) Three Months EndedJune 30, 2022 Research revenues$ 89,447 $ - $ -$ 89,447 Consulting revenues 10,921 28,341 - 39,262 Events revenues - - 19,537 19,537 Total segment revenues 100,368 28,341 19,537 148,246 Segment expenses (32,897 ) (14,059 ) (11,051 ) (58,007 ) Year over year revenue change 7 % 1 % 191 % 15 % Year over year expense change 12 % 9 % 181 % 26 % Research Consulting Segment Segment Events Segment Consolidated (dollars in
thousands)
Three Months EndedJune 30, 2021 Research revenues$ 81,002 $ - $ -$ 81,002 Consulting revenues 12,842 28,118 - 40,960 Events revenues - - 6,708 6,708 Total segment revenues 93,844 28,118 6,708 128,670 Segment expenses (29,417 ) (12,851 ) (3,931 ) (46,199 ) Research Consulting Events Segment Segment Segment Consolidated (dollars in thousands) Six Months EndedJune 30, 2022 Research revenues$ 175,227 $ - $ -$ 175,227 Consulting revenues 22,111 55,582 - 77,693 Events revenues - - 20,297 20,297 Total segment revenues 197,338 55,582 20,297 273,217 Segment expenses (67,077 ) (28,376 ) (12,802 ) (108,255 ) Year over year revenue change 9 % 3 % 191 % 13 % Year over year expense change 12 % 13 % 133 % 19 % Research Consulting Segment Segment Events Segment Consolidated (dollars in thousands) Six Months EndedJune 30, 2021 Research revenues$ 155,970 $ - $ -$ 155,970 Consulting revenues 25,573 53,937 - 79,510 Events revenues - - 6,971 6,971 Total segment revenues 181,543 53,937 6,971 242,451 Segment expenses (60,134 ) (25,176 ) (5,495 ) (90,805 ) 28
-------------------------------------------------------------------------------- Research segment revenues increased 7% and 9% during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods. For the three and six months endedJune 30, 2022 , research product revenues within this segment increased 10% and 12%, respectively, which primarily resulted from increased contract value during the period. For the three and six months endedJune 30, 2022 , consulting product revenues within this segment decreased 15% and 14%, respectively, 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 12% during both the three and six months endedJune 30, 2022 compared to the prior year periods. The increase in expenses during the three months endedJune 30, 2022 was primarily due to (1) a$2.5 million increase in compensation and benefit costs primarily due to an increase headcount and merit increases and (2) a$0.4 million increase in travel and entertainment expenses. The increase in expenses during the six months endedJune 30, 2022 was primarily due to (1) a$4.8 million increase in compensation and benefit costs primarily due to an increase headcount, benefit costs, and merit increases, (2) a$1.2 million increase in professional services costs due to an increase in survey costs and contractor costs, and (3) a$0.5 million increase in travel and entertainment expenses. Consulting segment revenues increased 1% and 3% during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods. The increase in revenues during the three months endedJune 30, 2022 was primarily due to demand for our content marketing offering. The increase in revenues during the six months endedJune 30, 2022 was primarily due to demand for our content marketing and strategy consulting offerings. Consulting segment expenses increased 9% and 13% during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods. The increase in expenses during the three months endedJune 30, 2022 was primarily due to (1) a$0.8 million increase in compensation and benefit costs primarily due to an increase headcount and merit increases and (2) a$0.5 million increase in professional services primarily due to an increase in contractor costs. The increase in expenses during the six months endedJune 30, 2022 was primarily due to (1) a$2.1 million increase in compensation and benefit costs primarily due to an increase headcount, benefit costs, and merit increases and (2) a$1.3 million increase in professional services primarily due to an increase in contractor costs. Event segment revenues increased 191% during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods. The increase in revenues was primarily due to an increase in sponsorship revenues, as well as paid ticket attendance, primarily due to the return of in-person events. Event segment expenses increased 181% and 133% during the three and six months endedJune 30, 2022 , respectively, compared to the prior year periods. The increase in expenses during the three and six months endedJune 30, 2022 was primarily due to a$6.9 million increase in event expenses due to the return of in-person attendance at our events.
Liquidity and Capital Resources
We have historically financed our operations primarily through funds generated from operations. Research revenues, which constituted approximately 64% of our revenues during the six months endedJune 30, 2022 , are generally renewable annually and are typically payable in advance. We generated cash from operating activities of$34.8 million and$70.1 million during the six months endedJune 30, 2022 and 2021, respectively. The$35.3 million decrease in cash provided from operations for the six months endedJune 30, 2022 compared to the prior year period was primarily due to 1) a$23.4 million decrease in cash generated from accounts receivable and deferred revenue due to an increase in deferred revenue during the 2021 period from client billings in excess of revenue that did not recur in the 2022 period and 2) a$17.0 million increase in cash used for accrued expenses resulting from the payout of year end incentive compensation. During the six months endedJune 30, 2022 , we used cash in investing activities of$3.6 million primarily for$2.7 million of purchases of property and equipment, primarily consisting of computer software and equipment, and$1.1 million in net purchases of marketable investments. During the six months endedJune 30, 2021 , we used cash in investing activities of$5.2 million for purchases of property and equipment, primarily consisting of computer software, leasehold improvements and equipment. We used$38.3 million of cash from financing activities during the six months endedJune 30, 2022 primarily due to$25.0 million of discretionary repayments of our revolving credit facility and$15.1 million for purchases of our common stock, partially offset by$2.1 million of net proceeds from the issuance of common stock under our stock-based incentive plans. We used$6.5 million of cash in financing activities during the six months endedJune 30, 2021 primarily due to$6.3 million of repayments of our term loan and$2.7 million for purchases of our common stock, partially offset by$3.1 million of net proceeds from the issuance of common stock under our stock-based incentive plans. As ofJune 30, 2022 , our remaining stock repurchase authorization was approximately$75.0 million . 29 -------------------------------------------------------------------------------- OnDecember 21, 2021 , we and certain of our subsidiaries entered into an amendment of our existing credit facility, dated as ofJanuary 3, 2019 , withJPMorgan 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, atForrester'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 onForrester'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 onDecember 21, 2026 . There was a balance of$50.0 million outstanding on the facility atJune 30, 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 ofJune 30, 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 ofJune 30, 2022 , remaining non-cancelable lease payments are due as follows:$8.5 million in 2022,$32.4 million within 2023 and 2024,$26.2 million within 2025 and 2026, and$14.3 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 ofJune 30, 2022 , we had cash, cash equivalents, and marketable investments of$122.6 million . This balance includes$78.7 million held outside of theU.S. If the cash outside of theU.S. is needed for operations in theU.S. , we would be required to accrue and payU.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 theU.S. and our current plans do not demonstrate a need to repatriate these funds for ourU.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 endedDecember 31, 2021 . There have been no material changes to the critical accounting policies and estimates previously disclosed in that report. 30
--------------------------------------------------------------------------------
© Edgar Online, source