# Gartner Inc: Form 10-Q for the period ended Sep 30, 2020

- Company: [Gartner Inc](/companies/it.md) (CIK 749251)
- Form: 10-Q
- Filed: 2020-11-03
- Accepted by EDGAR: Nov 3, 2020, 11:07 ET
- Period: 2020-09-30
- Accession: 0000749251-20-000034
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/749251/000074925120000034/it-20200930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/749251/000074925120000034/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2020-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2020-07-01 to 2020-09-30 | $994.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2020-01-01 to 2020-09-30 | $2.99bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2020-07-01 to 2020-09-30 | $329.8m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2020-01-01 to 2020-09-30 | $993.6m | us-gaap:CostOfGoodsAndServicesSold |
| Selling, general and administrative | 3 months, 2020-07-01 to 2020-09-30 | $521.5m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2020-01-01 to 2020-09-30 | $1.51bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2020-07-01 to 2020-09-30 | $87.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2020-01-01 to 2020-09-30 | $312.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2020-07-01 to 2020-09-30 | $30.5m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2020-01-01 to 2020-09-30 | $87.2m | us-gaap:InterestExpense |
| Income tax | 3 months, 2020-07-01 to 2020-09-30 | −$2.8m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2020-01-01 to 2020-09-30 | $22.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2020-07-01 to 2020-09-30 | $17.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2020-01-01 to 2020-09-30 | $147.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2020-07-01 to 2020-09-30 | $0.19 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2020-01-01 to 2020-09-30 | $1.63 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2020-07-01 to 2020-09-30 | $0.19 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2020-01-01 to 2020-09-30 | $1.65 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2020-07-01 to 2020-09-30 | 89,955,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2020-01-01 to 2020-09-30 | 90,002,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2020-01-01 to 2020-09-30 | $642.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Share repurchases | 3 months, 2020-07-01 to 2020-09-30 | $2.3m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Share repurchases | 9 months, 2020-01-01 to 2020-09-30 | $76.1m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2020-09-30 | $553.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2020-09-30 | $1.87bn | us-gaap:AssetsCurrent |
| Total assets | at 2020-09-30 | $6.84bn | us-gaap:Assets |
| Current liabilities | at 2020-09-30 | $2.52bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2020-09-30 | $5.80bn | us-gaap:Liabilities |
| Long-term debt | at 2020-09-30 | $1.96bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2020-09-30 | $20.5m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2020-09-30 | $1.04bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 51,261 characters.

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to facilitate an understanding of significant factors influencing the quarterly operating results, financial condition and cash flows of Gartner, Inc. Additionally, the MD&A conveys our expectations of the potential impact of known trends, events or uncertainties that may impact future results. You should read this discussion in conjunction with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”). Historical results and percentage relationships are not necessarily indicative of operating results for future periods. References to “Gartner,” the “Company,” “we,” “our” and “us” in this MD&A are to Gartner, Inc. and its consolidated subsidiaries.

### FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions, projections or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expect,” “should,” “could,” “believe,” “plan,” “anticipate,” “estimate,” “predict,” “potential,” “continue” or other words of similar meaning.

We operate in a very competitive and rapidly changing environment that involves numerous known and unknown risks and uncertainties, some of which are beyond our control. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future quarterly and annual revenues, operating income, results of operations and cash flows, as well as any forward-looking statement, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following: uncertainty of the magnitude, duration, geographic reach and impact on the global economy of the COVID-19 pandemic; the current, and uncertain future, impact of the COVID-19 pandemic and governments’ responses to it on our business, growth, reputation, projections, prospects, financial condition, operations, cash flows, and liquidity; the adequacy or effectiveness or steps we take to respond to the crisis, including cost reduction or other mitigation programs; our ability to recover potential claims under our event cancellation insurance; the timing of our Gartner Symposium/Xpo series that normally occurs during the fourth quarter, as well as our other conferences and meetings; the amount of new business generated, including from acquisitions; the mix of domestic and international business; domestic and international economic conditions; the U.K.’s exit from the European Union and its impact on our results; the impact of changes in tax policy and heightened scrutiny from various taxing authorities globally; the impact of restructuring and other changes on our business and operations; cybersecurity incidents; changes in market demand for our products and services; changes in foreign currency rates; changes in macroeconomic and market conditions and market volatility (including developments and volatility arising from the COVID-19 pandemic), including interest rates and the effect on the credit markets and access to capital; risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; the timing of the development, introduction and marketing of new products and services; competition in the industry; the payment of performance compensation; uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark; and other risks and uncertainties detailed in this Form 10-Q and our most recent Form 10-K and other filings that we make with the SEC. The potential fluctuations in our operating income could cause period-to-period comparisons of operating results not to be meaningful and could provide an unreliable indication of future operating results. A description of the risk factors associated with our business is included under “Risk Factors” in Part I, Item 1A. of the 2019 Form 10-K and “Risk Factors” in Part II, Item 1A of our Form 10-Q for the quarterly period ended March 31, 2020.

Forward-looking statements are subject to risks, estimates and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements, and are currently, or in the future could be, amplified by the COVID-19 pandemic. Factors that might cause such a difference include, but are not limited to, those listed above or described under “Item 1A. Risk Factors” in the 2019 Form 10-K and “Risk Factors” in Part II, Item 1A of our Form 10-Q for the quarterly period ended March 31, 2020. Readers should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents. Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.

### BUSINESS OVERVIEW

Gartner, Inc. (NYSE: IT) is the world’s leading research and advisory company and a member of the S&P 500. We equip business leaders with indispensable insights, advice and tools to achieve their mission–critical priorities today and build the successful organizations of tomorrow. We believe our unmatched combination of expert-led, practitioner-sourced and data-driven research steers clients toward the right decisions on the issues that matter most. We are a trusted advisor and an objective resource for more than 14,000 enterprises in more than 100 countries — across all major functions, in every industry and enterprise size.

Our products and services are delivered through three segments – Research, Conferences and Consulting, as described below.

- ***Research*** provides trusted, objective insights and advice on the mission-critical priorities of leaders across all functional areas of an enterprise through reports, briefings, proprietary tools, access to our research experts, peer networking services and membership programs that enable our clients to drive organizational performance.
- ***Conferences*** provides business professionals across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and advice.
- ***Consulting*** combines the power of Gartner market-leading research with custom analysis and on-the-ground support to help chief information officers and other senior executives driving technology-related strategic initiatives move confidently from insight to action.

### COVID-19 Impact

The coronavirus disease (“COVID-19”) pandemic has affected nearly every region in the world and has created significant uncertainties and disruption in the global economy. Gartner is closely monitoring the pandemic-related developments, and our highest priority is the health and safety of our associates, clients, vendors, partners, and other stakeholders. We are working closely with our clients to provide best in class COVID-19 related research to assist them in achieving their mission critical priorities.

As a result of the COVID-19 pandemic, we temporarily closed Gartner offices (including our corporate headquarters) in the United States, United Kingdom, Europe, parts of Asia and several other impacted locations and implemented significant travel restrictions. Though many of our employees continue to work remotely, these changes impact the normal operation of our business. We cannot predict when or how we will begin to lift the actions put in place as part of our business continuity plans, including work from home protocols and travel restrictions. As of the date of this filing, we do not believe our work from home protocol has affected our internal controls over financial reporting.

We have seen negative impacts to all of our segments with Conferences being the most impacted. On March 25, 2020, we announced the cancellation of all in-person destination conferences through August. On July 2, 2020, we announced the cancellation of all in-person destination conferences for the remainder of the year. We held two destination conferences virtually during the three months ended September 30, 2020 and plan on holding 13 destination conferences virtually in the fourth quarter of 2020. These virtual conferences are expected to result in significantly less revenue and gross contribution but aid in client retention and engagement. The safety of our associates and clients remain our top priority so future in-person destination conferences will be held only if we determine the relevant impacts of COVID-19 have sufficiently receded in the jurisdictions where our conferences are to be held.

As of September 30, 2020, we had approximately $16 million recorded in Prepaid expenses and other current assets on the balance sheet related to cancelled conferences. We expect to recover the majority of these and potential termination costs for future conferences through either force majeure clauses in our vendor contracts, other arrangements with vendors or event cancellation insurance claims. For cancelled conferences, our event cancellation insurance enables us to receive an amount up to the lost contribution margin per conference plus incurred expenses. Our event cancellation insurance provides up to $170 million in coverage for 2020 with the right to reinstate that amount one time if those limits are utilized. The insurer has contested our right to reinstate limits and to include in reinstated limits conferences cancelled due to COVID-19. We are in litigation with the insurer on these issues. The timing of receiving the insurance claims is uncertain so we will not record any insurance claims in excess of expenses incurred until the receipt of the insurance proceeds.

Our Research segment has continued to experience a slowdown as contract value (CV) growth was 5.3% in the third quarter of 2020 compared to 10.6%, and 7.0% in the first and second quarters of 2020, respectively. CV growth slowed late in the first quarter as the global virus response led to lower new business growth and lower retention rates. However, because our revenue and CV have been historically stable and predictable as a result of our subscription-based business model, we are only expecting a modest decrease in Research revenue for the remainder of the year. Slower CV growth this year however will lead to slower research revenue growth in 2021. Nonetheless, we believe that our emphasis on producing business and technology insight into every major business function in the enterprise will continue to drive client engagement and satisfaction with our Research products.

Our Consulting segment was only moderately impacted by the COVID-19 pandemic as many engagements are being performed by associates working remotely. Labor based consulting weakened late in the first quarter due to the pandemic. This weakness continued in the second and third quarters due to weaker demand which will likely continue for the remainder of 2020. Overall, we expect Consulting revenues to be lower throughout the remainder of the year, due to a slowdown in labor-based demand.

In connection with the cancellation of the majority of 2020 conferences and the weaker demand in our Consulting segment noted above, in the second quarter of 2020, we implemented workforce reductions. We incurred an aggregate of approximately $17 million in costs relating to these workforce reductions in the nine months ended September 30, 2020. $12 million has been paid through the nine months ended September 30, 2020, and we expect the majority of the remaining charges to be paid out in the fourth quarter of 2020.

In response to the pandemic’s impacts to our business, we implemented cost avoidance initiatives in the first half of 2020 including significant limitations on hiring and third-party spending, reductions to discretionary spending and elimination of non-essential travel and re-prioritization of capital expenditures. We began to restore certain investments in the business during the third quarter and will likely continue these investments in the fourth quarter of 2020 and future periods.

### BUSINESS MEASUREMENTS

We believe that the following business measurements are important performance indicators for our business segments:

| BUSINESS SEGMENT | BUSINESS MEASUREMENT |
| --- | --- |
| Research | Total contract value represents the value attributable to all of our subscription-related contracts. It is calculated as the annualized value of all contracts in effect at a specific point in time, without regard to the duration of the contract. Total contract value primarily includes Research deliverables for which revenue is recognized on a ratable basis, as well as other deliverables (primarily Conferences tickets) for which revenue is recognized when the deliverable is utilized. Comparing contract value year-over-year not only measures the short-term growth of our business, but also signals the long-term health of our Research subscription business since it measures revenue that is highly likely to recur over a multi-year period. Our total contract value consists of Global Technology Sales contract value, which includes sales to users and providers of technology, and Global Business Sales contract value, which includes sales to all other functional leaders. |
|  | Client retention rate represents a measure of client satisfaction and renewed business relationships at a specific point in time. Client retention is calculated on a percentage basis by dividing our current clients, who were also clients a year ago, by all clients from a year ago. Client retention is calculated at an enterprise level, which represents a single company or customer. |
|  | Wallet retention rate represents a measure of the amount of contract value we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value of our current clients, who were also clients a year ago, by the total contract value from a year ago, excluding the impact of foreign currency exchange. When wallet retention exceeds client retention, it is an indication of retention of higher-spending clients, or increased spending by retained clients, or both. Wallet retention is calculated at an enterprise level, which represents a single company or customer. |
| Conferences | Number of destination conferences represents the total number of hosted virtual or in-person destination conferences completed during the period. Single day, local meetings are excluded. |
|  | Number of destination conferences attendees represents the total number of people who attend virtual or in-person destination conferences. Single day, local meetings are excluded. |
| Consulting | Consulting backlog represents future revenue to be derived from in-process consulting and measurement engagements. |
|  | Utilization rate represents a measure of productivity of our consultants. Utilization rates are calculated for billable headcount on a percentage basis by dividing total hours billed by total hours available to bill. |
|  | Billing rate represents earned billable revenue divided by total billable hours. |
|  | Average annualized revenue per billable headcount represents a measure of the revenue generating ability of an average billable consultant and is calculated periodically by multiplying the average billing rate per hour times the utilization percentage times the billable hours available for one year. |

32

### EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

The fundamentals of our strategy include a focus on creating extraordinary research insight, delivering innovative and highly differentiated product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and retention, and continuously improving our operational effectiveness.

We had total revenues of $1.0 billion during the third quarter of 2020, a decrease of 1% compared to the third quarter of 2019. During the third quarter of 2020 revenues for Research increased by 6% year-over-year, while Conferences and Consulting revenues declined by 81% and 4%, respectively. For a more complete discussion of our results by segment, see Segment Results below.

For the third quarter of 2020, we had net income of $17.0 million and diluted income per share of $0.19. Cash provided by operating activities was $642.8 million and $482.6 million during the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, we had $553.7 million of cash and cash equivalents and $1.0 billion of available borrowing capacity on our revolving credit facility. For a more complete discussion of our cash flows and financial position, see the Liquidity and Capital Resources section below.

### CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For information regarding our critical accounting policies and estimates, please refer to Part II, Item 7, “Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. There have been no material changes to the critical accounting policies previously disclosed in that report.

### RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB has issued accounting standards that have not yet become effective and that may impact the Company’s consolidated financial statements or its disclosures in future periods. Note 1 — Business and Basis of Presentation in the Notes to Condensed Consolidated Financial Statements provides information regarding those accounting standards.

### RESULTS OF OPERATIONS

### Consolidated Results

We provide foreign currency neutral dollar amounts and percentages for our contract values, revenues, certain expenses, and other metrics. These foreign currency neutral dollar amounts and percentages eliminate the effects of exchange rate fluctuations and thus provide a more accurate and meaningful trend in the underlying data being measured. We calculate foreign currency neutral dollar amounts by converting the underlying amounts in local currency for different periods into U.S. dollars by applying the same foreign exchange rates to all periods presented.

The table below presents an analysis of selected line items and period-over-period changes in our interim Condensed Consolidated Statements of Operations for the periods indicated (in thousands).

|  | Three Months Ended September 30, 2020 | Three Months Ended September 30, 2019 | Increase (Decrease) | Increase (Decrease) % |
| --- | ---: | ---: | ---: | ---: |
| Total revenues | $994,618 | $1,000,502 | $(5,884) | (1)% |
| Costs and expenses: |  |  |  |  |
| Cost of services and product development | 329,767 | 365,056 | (35,289) | (10) |
| Selling, general and administrative | 521,508 | 512,159 | 9,349 | 2 |
| Depreciation | 22,743 | 20,704 | 2,039 | 10 |
| Amortization of intangibles | 31,228 | 31,694 | (466) | (1) |
| Acquisition and integration charges | 1,722 | 1,742 | (20) | (1) |
| Operating income | 87,650 | 69,147 | 18,503 | 27 |
| Interest expense, net | (30,538) | (24,073) | 6,465 | 27 |
| Loss on extinguishment of debt | (44,814) | — | 44,814 | nm |
| Other income, net | 1,869 | 8,024 | 6,155 | (77) |
| Less: (Benefit) provision for income taxes | (2,797) | 11,710 | (14,507) | nm |
| Net income | $16,964 | $41,388 | $(24,424) | (59)% |

nm = not meaningful

|  | Nine Months Ended September 30, 2020 | Nine Months Ended September 30, 2019 | Increase (Decrease) | Increase (Decrease) % |
| --- | ---: | ---: | ---: | ---: |
| Total revenues | $2,986,644 | $3,041,828 | $(55,184) | (2)% |
| Costs and expenses: |  |  |  |  |
| Cost of services and product development | 993,596 | 1,099,700 | (106,104) | (10) |
| Selling, general and administrative | 1,512,987 | 1,545,905 | (32,918) | (2) |
| Depreciation | 67,988 | 60,578 | 7,410 | 12 |
| Amortization of intangibles | 94,615 | 97,541 | (2,926) | (3) |
| Acquisition and integration charges | 5,438 | 4,156 | 1,282 | 31 |
| Operating income | 312,020 | 233,948 | 78,072 | 33 |
| Interest expense, net | (87,182) | (73,669) | 13,513 | 18 |
| Loss from divested operations | — | (2,075) | (2,075) | nm |
| Loss on extinguishment of debt | (44,814) | — | 44,814 | nm |
| Other (expense) income, net | (10,046) | 6,953 | 16,999 | nm |
| Less: Provision (benefit) for income taxes | 22,840 | (432) | (23,272) | nm |
| Net income | $147,138 | $165,589 | $(18,451) | (11)% |

nm = not meaningful

Total revenues for the three months ended September 30, 2020 were $1.0 billion, a decrease of $5.9 million, or 1% compared to the same period in 2019 on a reported basis and 1% excluding the foreign currency impact. Total revenues for the nine months ended September 30, 2020 were $3.0 billion, a decrease of $55.2 million, or 2% compared to the same period in 2019 on a reported basis and 1% excluding the foreign currency impact. Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by segment.

Cost of services and product development was $329.8 million during the three months ended September 30, 2020, a decrease of $35.3 million compared to the same period in 2019, or 10% on a reported basis and excluding the foreign currency impact. The decrease in Cost of services and product development was primarily due to decreased costs related to cancellations of conferences during the third quarter of fiscal year 2020 in response to the COVID-19 pandemic, lower travel and entertainment costs during the quarter as well as the implementation of various cost avoidance initiatives. Cost of services and product development as a percent of revenues was 33% and 36% during the three months ended September 30, 2020 and 2019, respectively. Cost of services and product development was $993.6 million during the nine months ended September 30, 2020, a decrease of $106.1 million compared to the same period in 2019, or 10% on a reported basis and 9% excluding the foreign currency impact. The decrease was primarily due to the same factors that caused the year-over-year quarterly decrease, partially offset by higher payroll and benefits costs. Cost of services and product development as a percent of revenues was 33% and 36% during the nine months ended September 30, 2020 and 2019, respectively.

Selling, general and administrative (“SG&A”) expense was $521.5 million during the three months ended September 30, 2020, an increase of $9.3 million compared to the same period in 2019, or 2% on a reported basis and 1% excluding the foreign currency impact. The increase in SG&A expense was primarily due to the restoration of some compensation and benefits programs, partially offset by reduced travel and entertainment costs resulting from the COVID-19 pandemic for the three months ended September 30, 2020. There was a decrease in the number of quota-bearing sales associates in Global Technology Sales and Global Business Sales to 3,092 and 843, respectively, at September 30, 2020. On a combined basis, the total number of quota-bearing sales associates decreased by 8% when compared to September 30, 2019. SG&A expense as a percent of revenues was 52% and 51% during the three months ended September 30, 2020 and 2019, respectively. SG&A expense was $1,513.0 million during the nine months ended September 30, 2020, a decrease of $32.9 million compared to the same period in 2019, or 2% on a reported basis and 1% excluding the foreign currency impact. The decrease in SG&A expense was primarily due to reduced internal meetings, travel and entertainment costs and corporate expenses, partially offset by higher payroll related expenses. SG&A expense as a percent of revenues was 51% during both periods of the nine months ended September 30, 2020 and 2019.

Depreciation increased by 10% and 12% during the three and nine months ended September 30, 2020, respectively, compared to the same periods in 2019. The increases for the three and nine months ended September 30, 2020 was due to additional investments, including new leasehold improvements as additional office space went into service, and capitalized software.

Amortization of intangibles decreased by 1% and 3% during the three and nine months ended September 30, 2020, respectively, compared to the same periods in 2019 due to certain intangible assets that became fully amortized in 2019.

Acquisition and integration charges were flat and increased by $1.3 million during the three and nine months ended September 30, 2020, respectively, compared to the same periods in 2019.

Operating income was $87.7 million and $69.1 million during the three months ended September 30, 2020 and 2019, respectively. The increase in operating income was due to reduced Costs of services and product development, partially offset by lower revenue, primarily in our Conferences segment, and increased SG&A expenses. Operating income was $312.0 million and $233.9 million during the nine months ended September 30, 2020 and 2019, respectively. The increase in operating income was due to reduced Cost of services and product development and SG&A expense, partially offset by lower revenue, primarily in our Conferences segment.

Interest expense, net increased by $6.5 million and $13.5 million during the three and nine months ended September 30, 2020, respectively, compared to the same periods in 2019. The increase was primarily due to higher weighted average annual effective rates related to the replacement of expired interest rate swaps with interest rate swaps with higher effective interest rates in late 2019. Additionally, we wrote off $1.8 million of deferred financing fees related to the prepayment of $787.9 million on the Term Loan A facility during the nine months ended September 30, 2020.

Loss from divested operations of $2.1 million during the nine months ended September 30, 2019 was primarily due to adjustments of certain working capital balances resulting from the Company’s 2018 business unit divestitures.

Loss on extinguishment of debt during the three and nine months ended September 30, 2020 was primarily related to the early redemption premium and write-off of deferred financing fees on our redemption of the 2025 Notes on September 28, 2020.

Other (expense) income, net for the periods presented herein included the net impact of foreign currency gains and losses from our hedging activities. Other (expense) income, net for the nine months ended September 30, 2020 also included the release of $10.3 million from Accumulated other comprehensive loss, net related to forecasted interest payments that were no longer probable on our interest rate swap contracts, due to the prepayment of $787.9 million under the Company’s Term Loan A facility and repayment of all amounts outstanding under our revolving credit facility on our 2016 Credit Agreement. Other (expense) income, net for the three and nine months ended September 30, 2019 included $9.1 million of unrealized appreciation related to a minority equity investment that we sold in October 2019.

The provision for income taxes for the three months ended September 30, 2020 and 2019 was a benefit of $2.8 million and an expense of $11.7 million, respectively. The provision for income taxes for the nine months ended September 30, 2020 was an expense of $22.8 million compared to a benefit of $0.4 million for the nine months ended September 30, 2019.

The effective income tax rate was a benefit of 19.7% and an expense of 22.1% for the three months ended September 30, 2020 and 2019, respectively. The effective income tax rate was an expense of 13.4% for the nine months ended September 30, 2020 compared to a benefit of 0.3% for the nine months ended September 30, 2019. The year to date results for both years included material benefits from intercompany sales of certain intellectual property. The three and nine months results for both years also included movements in unrecognized tax benefits as well as changes in estimated geographical mix of earnings. The changes in effective tax rates were largely attributable to the differences in the relative impacts of these items period over period.

We completed intercompany sales of certain intellectual property in both 2020 and 2019. As a result, we recorded tax benefits of approximately $28.3 million and $38.1 million during the nine months ended September 30, 2020 and 2019, respectively. These benefits represented the value of future tax deductions for amortization of the assets in the acquiring jurisdiction.

In July 2020, we completed an intercompany contribution of a significant amount of intellectual property. Our intellectual property footprint continues to evolve and may result in tax rate volatility in the future.

Net income for the three months ended September 30, 2020 and 2019 was $17.0 million and $41.4 million, respectively, while net income for the nine months ended September 30, 2020 and 2019 was $147.1 million and $165.6 million, respectively. Our diluted net income per share during the three and nine months ended September 30, 2020 decreased by $0.27 and $0.19, respectively, compared to the same periods in 2019. The decrease during the three months ended September 30, 2020 was primarily the result of the Loss on extinguishment of debt noted above, a decrease in revenues and increased Interest expense, partially offset by reduced operating expenses and income tax expense. The decrease for the nine months ended September 30, 2020 was the result of the Loss on extinguishment of debt, increased Interest expense and Other expense, net and increased income tax expense, partially offset by an increase in our 2020 operating income.

### SEGMENT RESULTS

We evaluate reportable segment performance and allocate resources based on gross contribution margin. Gross contribution is defined as operating income or loss excluding certain Cost of services and product development expenses, SG&A expenses, Depreciation, Amortization of intangibles, and Acquisition and integration charges. Gross contribution margin is defined as gross contribution as a percent of revenues.

#### Reportable Segments

The Company’s reportable segments are as follows:

- ***Research*** provides trusted, objective insights and advice on the mission-critical priorities of leaders across all functional areas of an enterprise through reports, briefings, proprietary tools, access to our research experts, peer networking services and membership programs that enable our clients to drive organizational performance.
- ***Conferences*** provides business professionals across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and advice.
- ***Consulting*** combines the power of Gartner market-leading research with custom analysis and on-the-ground support to help chief information officers and other senior executives driving technology-related strategic initiatives move confidently from insight to action.

The sections below present the results of the Company’s three reportable business segments.

#### Research

| Financial Measurements: | As Of And For The Three Months Ended September 30, 2020 | As Of And For The Three Months Ended September 30, 2019 | Increase (Decrease) | Percentage Increase (Decrease) | As Of And For The Nine Months Ended September 30, 2020 | As Of And For The Nine Months Ended September 30, 2019 | Increase (Decrease) | Percentage Increase (Decrease) |
| --- | ---: | ---: | --- | ---: | ---: | ---: | ---: | ---: |
| Revenues (1) | $892,719 | $840,998 | $51,721 | 6% | $2,677,339 | $2,492,427 | $184,912 | 7% |
| Gross contribution (1) | $642,328 | $582,502 | $59,826 | 10% | $1,928,422 | $1,729,967 | $198,455 | 11% |
| Gross contribution margin | 72% | 69% | 3 points | — | 72% | 69% | 3 points | — |
| Business Measurements: |  |  |  |  |  |  |  |  |
| Global Technology Sales (2): |  |  |  |  |  |  |  |  |
| Contract value (1), (3) | $2,786,000 | $2,649,000 | $137,000 | 5% |  |  |  |  |
| Client retention | 80% | 82% | (2) points | — |  |  |  |  |
| Wallet retention | 99% | 105% | (6) points | — |  |  |  |  |
| Global Business Sales (2): |  |  |  |  |  |  |  |  |
| Contract value (1), (3) | $656,000 | $621,000 | $35,000 | 6% |  |  |  |  |
| Client retention | 82% | 81% | 1 point | — |  |  |  |  |
| Wallet retention | 99% | 97% | 2 points | — |  |  |  |  |

(1) Dollars in thousands.

(2) Global Technology Sales includes sales to users and providers of technology. Global Business Sales includes sales to all other functional leaders.

(3) Contract values are on a foreign exchange neutral basis. Contract values as of September 30, 2019 have been calculated using the same foreign currency rates as 2020.

Research revenues increased by $51.7 million during the three months ended September 30, 2020 compared to the same period in 2019, or 6% on a reported basis and excluding the foreign currency impact. The segment gross contribution margin was 72% and 69% during the nine months ended September 30, 2020 and 2019, respectively. For the nine months ended September 30, 2020, Research revenues increased by $184.9 million compared to the same period in 2019, or 7% on a reported basis and 8% excluding the foreign currency impact. The increase in revenues during 2020 was primarily due to the same factors driving the trend in our Research contract value, which are discussed below. The improvement in margin of 3 points for both the three and nine months ended compared to prior year was primarily due to the growth in revenue and a decline in travel and entertainment expenses due to COVID-19 travel restrictions.

Total contract value increased to $3.4 billion at September 30, 2020, or 5% compared to September 30, 2019 on a foreign exchange neutral basis. Global Technology Sales (“GTS”) contract value increased by 5% at September 30, 2020 when compared to September 30, 2019. The increase in GTS contract value was primarily due to new business from new and existing clients. Global Business Sales (“GBS”) contract value increased by 6% year-over-year, also primarily driven by new business from new and existing clients.

GTS client retention was 80.1% and 81.7% as of September 30, 2020 and 2019, respectively, while wallet retention was 98.7% and 104.7%, respectively. GBS client retention was 82.3% and 81.1% as of September 30, 2020 and 2019, respectively, while wallet retention was 98.9% and 96.7%, respectively. The increase in GBS wallet retention was largely due to increased spending by existing clients. The number of GTS client enterprises declined by 3% when compared to prior year, while GBS client enterprises declined by 9% at September 30, 2020 when compared to September 30, 2019.

#### Conferences

| Financial Measurements: | As Of And For The Three Months Ended September 30, 2020 | As Of And For The Three Months Ended September 30, 2019 | Increase (Decrease) | Percentage Increase (Decrease) | As Of And For The Nine Months Ended September 30, 2020 | As Of And For The Nine Months Ended September 30, 2019 | Increase (Decrease) | Percentage Increase (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenues (1) | $12,738 | $66,286 | $(53,548) | (81)% | $26,925 | $259,392 | $(232,467) | (90)% |
| Gross contribution (1) | $2,044 | $27,465 | $(25,421) | (93)% | $(15,246) | $126,910 | $(142,156) | (112)% |
| Gross contribution margin | 16% | 41% | (25) points | — | (57)% | 49% | nm | — |
| **Business Measurements:** |  |  |  |  |  |  |  |  |
| Number of destination conferences (2) | 2 | 18 | (16) | (89)% | 7 | 57 | (50) | (88)% |
| Number of destination conferences attendees (2) | 2,584 | 14,739 | (12,155) | (82)% | 5,948 | 52,685 | (46,737) | (89)% |

nm = not meaningful

(1) Dollars in thousands.

(2) Includes both virtual and in-person destination conferences. Single day, local meetings are excluded.

Due to the outbreak of COVID-19, we held no in-person destination conferences during the three months ended September 30, 2020 and cancelled all in-person destination conferences for the remainder of 2020. However, we successfully held two destination conferences virtually during the three months ended September 30, 2020, and plan on holding 13 destination conferences virtually for the remainder of 2020. We began holding virtual single day conferences during the second quarter. Conferences revenues decreased by $53.5 million during the three months ended September 30, 2020 compared to the same period in 2019, or 81% on a reported basis and excluding the foreign currency impact. Conference revenues decreased by $232.5 million during the nine months ended September 30, 2020 compared to the same period in 2019, or 90% on a reported basis and excluding the foreign currency impact. Gross contribution declined to $2.0 million during the three months ended September 30, 2020 compared to $27.5 million in the same period last year. Gross contribution declined to negative $15.2 million during the nine months ended September 30, 2020 compared to positive $126.9 million in the same period last year.

#### Consulting

| Financial Measurements: | As Of And For The Three Months Ended September 30, 2020 | As Of And For The Three Months Ended September 30, 2019 | Increase (Decrease) | Percentage Increase (Decrease) | As Of And For The Nine Months Ended September 30, 2020 | As Of And For The Nine Months Ended September 30, 2019 | Increase (Decrease) | Percentage Increase (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenues (1) | $89,161 | $93,218 | $(4,057) | (4)% | $282,380 | $290,009 | $(7,629) | (3)% |
| Gross contribution (1) | $28,161 | $26,538 | $1,623 | 6% | $91,086 | $89,493 | $1,593 | 2% |
| Gross contribution margin | 32% | 28% | 4 points | — | 32% | 31% | 1 point | — |
| **Business Measurements:** |  |  |  |  |  |  |  |  |
| Backlog (1), (2) | $96,000 | $109,400 | $(13,400) | (12)% |  |  |  |  |
| Billable headcount | 737 | 809 | (72) | (9)% |  |  |  |  |
| Consultant utilization | 60% | 57% | 3 points | — | 61% | 63% | (2) points | — |
| Average annualized revenue per billable headcount (1) | $364 | $351 | $13 | 4% | $361 | $376 | $(15) | (4)% |

(1) Dollars in thousands.

(2) Backlog is on a foreign exchange neutral basis. Backlog as of September 30, 2019 has been calculated using the same foreign currency rates as 2020.

Consulting revenues decreased 4% during the three months ended September 30, 2020 compared to the same period in 2019 on a reported basis and 6% excluding the foreign currency impact, with a revenue decrease in labor-based core consulting of 5%, and a decrease in contract optimization of 3%, on a reported basis. Contract optimization revenue may vary significantly and, as such, revenues for the third quarter of 2020 may not be indicative of results for the remainder of 2020 or beyond. The segment gross contribution margin was 32% and 28% for the three months ended September 30, 2020 and 2019, respectively. The increase in gross contribution margin during the third quarter of 2020 was primarily due to benefits derived from certain cost-reduction initiatives, including a decline in travel and entertainment expenses due to COVID-19 travel restrictions. Consultant utilization increased by 3 points during the three months ended September 30, 2020 compared to the same period in 2019 due to a reduction in billable headcount, offset by a decrease in backlog.

For the nine months ended September 30, 2020, Consulting revenues decreased 3% compared to the same period in 2019 on a reported basis and 2% excluding the foreign currency impact, while the segment gross contribution margin increased by 1 point. The decrease in revenues was due to a decrease in labor-based core consulting, partially offset by an increase in contract optimization.

Backlog decreased by $13.4 million, or 12%, from September 30, 2019 to September 30, 2020. The $96.0 million of backlog at September 30, 2020 represented approximately four months of backlog, which is in line with the Company’s operational target.

### LIQUIDITY AND CAPITAL RESOURCES

We finance our operations through cash generated from our operating activities and borrowings. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At September 30, 2020, we had $553.7 million of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2020 Credit Agreement. We believe that the Company has adequate liquidity to meet its currently anticipated needs for at least the next twelve months. As a cautionary measure, we have elected to suspend our share repurchase activity.

We have historically generated significant cash flows from our operating activities. Our operating cash flow has been maintained by the leverage characteristics of our subscription-based business model in our Research segment, which is our largest business segment and historically has constituted a significant portion of our total revenues. The majority of our Research customer contracts are paid in advance and, combined with a strong customer retention rate and high incremental margins, has resulted in historically strong operating cash flow. Cash flow generation has also benefited historically from our ongoing efforts to improve the operating efficiencies of our businesses as well as a focus on the optimal management of our working capital as we increase sales.

Our cash and cash equivalents are held in numerous locations throughout the world with 46% held overseas at September 30, 2020. We intend to reinvest substantially all of our accumulated undistributed foreign earnings, except in instances where repatriation would result in minimal additional tax. As a result of the U.S. Tax Cuts and Jobs Act of 2017, we believe that the income tax impact if such earnings were repatriated would be minimal.

The table below summarizes the changes in the Company’s cash balances for the periods indicated (in thousands).

|  | Nine Months Ended September 30, 2020 | Nine Months Ended September 30, 2019 | Increase (Decrease) |
| --- | ---: | ---: | ---: |
| Cash provided by operating activities | $642,830 | $482,601 | $160,229 |
| Cash used in investing activities | (60,845) | (97,996) | 37,151 |
| Cash used in financing activities | (318,025) | (232,813) | (85,212) |
| Net increase in cash and cash equivalents | 263,960 | 151,792 | 112,168 |
| Effects of exchange rates | 8,919 | (3,728) | 12,647 |
| Beginning cash and cash equivalents | 280,836 | 158,663 | 122,173 |
| Ending cash and cash equivalents | $553,715 | $306,727 | $246,988 |

#### Operating

Cash provided by operating activities was $642.8 million and $482.6 million during the nine months ended September 30, 2020 and 2019, respectively. The year-over-year increase was primarily due to higher pre-tax income in the 2020 period and an increase in accounts payable and accrued and other liabilities due to increased accrued payroll, fringe benefits and customer deposits and reduced income tax payments, offset by higher bonus payments made in 2020 related to 2019, and higher interest payments, due to the repayment of our 2025 Notes in September 2020.

#### Investing

Cash used in investing activities was $60.8 million and $98.0 million during the nine months ended September 30, 2020 and 2019, respectively. The cash used in both periods was primarily for capital expenditures. The decrease from 2019 to 2020 was the result of reduced capital spending in response to the COVID-19 pandemic.

#### Financing

Cash used in financing activities was $318.0 million and $232.8 million during the nine months ended September 30, 2020 and 2019, respectively. During the 2020 period, we repaid a net $148.0 million on our revolving credit facility under the 2016 Credit Agreement, paid a net $53.3 million in debt principal repayments and used $76.1 million of cash for share repurchases. Additionally, we paid $23.6 million in deferred financing fees and $30.8 million in early redemption premium payments related to our financing activities discussed below. During the 2019 period, the Company borrowed $5.0 million, repaid a net

$35.0 million on our revolving credit facility, paid a net $74.6 million in debt principal repayments and paid $141.4 million for share repurchases.

#### Debt

As of September 30, 2020, the Company had $2.0 billion of principal amount of debt outstanding, of which $5.1 million is to be repaid in the remainder of fiscal year 2020. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. From time to time, the Company may seek to retire or repurchase its outstanding debt through various methods including open market repurchases, negotiated block transactions, or otherwise, all or some of which may be effected through Rule 10b5-1 plans. Such transactions, if any, depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, and other factors, and may involve material amounts.

On September 28, 2020, the Company issued $800.0 million aggregate principal amount of 3.75% Senior Notes due 2030. The 2030 Notes were issued pursuant to the 2030 Note Indenture, dated as of September 28, 2020, among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. The 2030 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers (as defined in the Securities Act) pursuant to Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.

The 2030 Notes were issued at an issue price of 100.00% and bear interest at a rate of 3.75% per annum. Interest on the 2030 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2021. The Notes will mature on October 1, 2030.

The net proceeds of the 2030 Notes, together with cash on hand, were used to redeem our existing 5.125% senior notes due 2025 and pay related fees and expenses.

On September 28, 2020, we entered into the 2020 Credit Agreement among Gartner, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amended and restated the 2016 Credit Agreement, dated as of June 17, 2016.

The 2020 Credit Agreement provides for a $400.0 million senior secured five-year term loan facility and a $1.0 billion senior secured five-year revolving facility. The term and revolving facilities may be increased, at our option and under certain conditions, by up to an additional $1.0 billion in the aggregate plus additional amounts subject to the satisfaction of certain conditions, including a maximum secured leverage ratio. The term loan will be repaid in consecutive quarterly installments commencing December 31, 2020, plus a final payment due on September 28, 2025, and may be prepaid at any time without penalty or premium (other than applicable breakage costs) at our option. The revolving credit facility may be used for loans, and up to $75.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and re-borrowed until September 28, 2025, at which time all amounts borrowed must be repaid.

On September 28, 2020, we drew down $400.0 million in term loans. The initial drawdown was used to refinance the outstanding amounts under the 2016 Credit Agreement. Additional amounts drawn down under the 2020 Credit Agreement will be used for general corporate purposes, including the funding of acquisitions, payment of capital expenditures and the repurchase of shares.

The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio, and covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, be acquired, dispose of assets, pay dividends, repurchase stock, make capital expenditures, make investments and enter into certain transactions with affiliates. The Company was in full compliance with all covenants as of September 30, 2020, including the Consolidated Leverage Ratio (as defined in the 2020 Credit Agreement). The Company’s Consolidated Leverage Ratio as of September 30, 2020 was 2.3 compared to the maximum of 5.0 permitted under the 2020 Credit Agreement.

On June 22, 2020, the Company issued $800.0 million aggregate principal amount of 4.50% Senior Notes due 2028. The 2028 Notes were issued pursuant to the 2028 Note Indenture, dated as of June 22, 2020, among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. The 2028 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers (as defined in the Securities Act) pursuant to Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.

The 2028 Notes were issued at an issue price of 100.00% and bear interest at a rate of 4.50% per annum. Interest on the 2028 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes will mature on July 1, 2028.

We used proceeds from the 2028 Notes to prepay $787.9 million of the Term Loan A facility under the 2016 Credit Agreement.

### OFF BALANCE SHEET ARRANGEMENTS

Through September 30, 2020, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

## Market risk

As filed, 3,847 characters.

### INTEREST RATE RISK

As of September 30, 2020, the Company had $2.0 billion in total debt principal outstanding. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

Approximately $0.4 billion of the Company’s total debt outstanding as of September 30, 2020 was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates. However, we reduce our overall exposure to interest rate increases through our interest rate swap contracts, which effectively convert the floating base interest rates on all of our variable rate borrowings to fixed rates.

### FOREIGN CURRENCY RISK

A significant portion of our revenues are typically derived from sales outside of the United States. Among the major foreign currencies in which we conduct business are the Euro, the British Pound, the Japanese Yen, the Australian dollar and the Canadian dollar. The reporting currency of our consolidated financial statements is the U.S. dollar. As the values of the foreign currencies in which we operate fluctuate over time relative to the U.S. dollar, the Company is exposed to both foreign currency translation and transaction risk.

Translation risk arises as our foreign currency assets and liabilities are translated into U.S. dollars because the functional currencies of our foreign operations are generally denominated in the local currency. Adjustments resulting from the translation of these assets and liabilities are deferred and recorded as a component of stockholders’ equity. A measure of the potential impact of foreign currency translation can be determined through a sensitivity analysis of our cash and cash equivalents. At September 30, 2020, we had $553.7 million of cash and cash equivalents, with a substantial portion denominated in foreign currencies. If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on September 30, 2020 could have increased or decreased by approximately $25.0 million. The translation of our foreign currency revenues and expenses historically has not had a material impact on our consolidated earnings because movements in and among the major currencies in which we operate tend to impact our revenues and expenses fairly equally. However, our earnings could be impacted during periods of significant exchange rate volatility, or when some or all of the major currencies in which we operate move in the same direction against the U.S. dollar.

Transaction risk arises when we enter into a transaction that is denominated in a currency that may differ from the local functional currency. As these transactions are translated into the local functional currency, a gain or loss may result, which is recorded in current period earnings. We typically enter into foreign currency forward exchange contracts to mitigate the effects of some of this foreign currency transaction risk. Our outstanding foreign currency forward exchange contracts as of September 30, 2020 had an immaterial net unrealized loss.

### CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, fees receivable, interest rate swap contracts and foreign currency forward exchange contracts. The majority of the Company’s cash and cash equivalents, interest rate swap contracts and foreign currency forward exchange contracts are with large investment grade commercial banks. Fees receivable balances deemed to be collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion.

## Controls and procedures

As filed, 1,396 characters.

We have established disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported in a timely manner. Specifically, these controls and procedures ensure that the information is accumulated and communicated to our executive management team, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

Management conducted an evaluation, as of September 30, 2020, of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material Company information required to be disclosed by us in reports filed under the Exchange Act.

There have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 255 characters.

There were no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

Filed Nov 3, 2020.
Source: SEC EDGAR, the filing index for accession 0000749251-20-000034. Last ingested by Listed: Nov 10, 2026, 01:53 ET. No prices; not investment advice.