UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM 10-Q~~

FORM10-Q

(MARK ONE)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED ~~September 30, 2017~~March 31, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

COMMISSION FILE NUMBER: 000-21433

FORRESTER RESEARCH, INC.

(Exact name of registrant as specified in its charter)


~~DELAWARE~~Delaware		04-2797789
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

60 Acorn Park Drive ~~CAMBRIDGE, MASSACHUSETTS~~Cambridge, Massachusetts		02140 (Zip Code)
(Address of principal executive offices)		~~(Zip Code)~~

(617) 613-6000

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

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $.01 Par Value	FORR	Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
~~Non-accelerated filer~~	☐ ~~(Do not check if a smaller reporting company)~~	~~Smaller reporting company~~	☐
Emerging growth company	☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 3, 2017 17,975,000~~May 2, 2023, 19,200,000 shares of the registrant’s common stock were outstanding.

FORRESTER RESEARCH, INC.

INDEX TO FORM 10-Q


		~~PAGE~~	Page
PART ~~I. FINANCIAL INFORMATION~~I	FINANCIAL INFORMATION	4
Item 1.	~~ITEM 1.~~ Financial Statements (Unaudited)		4	3
	Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022		4	3
	Consolidated Statements of ~~Income~~Operations for the ~~Three~~three months ended March 31, 2023 and ~~Nine Months Ended September 30, 2017 and 2016~~2022		5	4
	Consolidated Statements of Comprehensive Income (Loss) for the ~~Three~~three months ended March 31, 2023 and ~~Nine Months Ended September 30, 2017 and 2016~~2022		6	5
	Consolidated Statements of Cash Flows for the ~~Nine Months Ended September 30, 2017~~three months ended March 31, 2023 and ~~2016~~2022		7	6
	Notes to Consolidated Financial Statements		8	7
Item 2.	~~ITEM 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations		17	19
Item 3.	~~ITEM 3.~~ Quantitative and Qualitative Disclosures About Market Risk		26
Item 4.	~~ITEM 4.~~ Controls and Procedures		26
~~PART II. OTHER INFORMATION~~		27
~~ITEM 1A. Risk Factors~~PART II	OTHER INFORMATION	27
Item 1.	~~ITEM~~Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	27Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28

~~ITEM 6. Exhibits~~SIGNATURES			28	29

PART I. ~~FINANCIAL INFORMATION~~

ITEM 1. FINANCIAL STATEMENTS

FORRESTER RESEARCH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data, unaudited)


		September 30,			December 31,			March 31,			December 31,
		2017			2016			2023			2022
ASSETS	ASSETS
Current Assets:
Cash and cash equivalents		$	79,960		$	76,958		$	104,217		$	103,629
Marketable investments (Note 3)			54,019			61,147
Accounts receivable, net			39,481			58,812
Marketable investments (Note 2)									16,759			19,688
Accounts receivable, net of allowance for expected credit losses of $636 and $560 as of March 31, 2023 and December 31, 2022, respectively									58,915			73,345
Deferred commissions			9,146			12,052			22,602			24,559
Prepaid expenses and other current assets			15,817			14,467			23,351			14,069
Total current assets			198,423			223,436			225,844			235,290
Property and equipment, net			26,128			23,894			22,420			23,208
Operating lease right-of-use assets									48,565			49,970
Goodwill			75,815			73,193			242,852			242,149
Intangible assets, net			927			1,464			46,453			49,504
Other assets			13,095			13,798			7,754			8,317
Total assets		$	314,388		$	335,785		$	593,888		$	608,438

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$	613		$	1,806		$	425		$	361
Accrued expenses and other current liabilities			36,838			41,403			53,787			91,007
Deferred revenue			132,929			134,265			215,093			178,021
Total current liabilities			170,380			177,474			269,305			269,389
Non-current liabilities			8,788			8,275
Long-term debt									35,000			50,000
Non-current operating lease liabilities									48,521			50,751
Other non-current liabilities									18,316			16,642
Total liabilities			179,168			185,749			371,142			386,782

Stockholders' Equity (Note 7):
Preferred stock, $0.01 par value
Commitments and contingencies (Note 5, 15)
Stockholders' Equity (Note 12):
Preferred stock, $0.01 par value
Authorized - 500 shares; issued and outstanding - none			—			—			—			—
Common stock, $0.01 par value
Common stock, $0.01 par value
Authorized - 125,000 shares
Issued - 22,293 and 21,719 shares as of September 30, 2017 and December 31, 2016, respectively
Outstanding - 17,902 and 18,361 shares as of September 30, 2017 and December 31, 2016, respectively			223			217
Issued - 24,495 and 24,367 shares as of March 31, 2023 and December 31, 2022, respectively
Outstanding - 19,191 and 19,062 shares as of March 31, 2023 and December 31, 2022, respectively									245			244
Additional paid-in capital			175,218			157,569			265,691			261,766
Retained earnings			124,343			121,799			170,556			174,631
Treasury stock - 4,391 and 3,358 shares as of September 30, 2017 and December 31, 2016, respectively, at cost			(161,943	)		(121,976	)
Treasury stock - 5,305 shares as of March 31, 2023 and December 31, 2022, respectively									(207,067	)		(207,067	)
Accumulated other comprehensive loss			(2,621	)		(7,573	)		(6,679	)		(7,918	)
Total stockholders’ equity			135,220			150,036			222,746			221,656
Total liabilities and stockholders’ equity		$	314,388		$	335,785		$	593,888		$	608,438

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

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS

(In thousands, except per share data, unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Revenues:

Research services

$
54,235

$
52,727

$
160,553

$
160,998

Advisory services and events

26,134

24,700

86,743

81,651

Total revenues

80,369

77,427

247,296

242,649

Operating expenses:

Cost of services and fulfillment

32,508

29,889

100,814

95,429

Selling and marketing

29,225

27,751

90,355

87,490

General and administrative

10,083

10,086

30,672

30,359

Depreciation

1,607

1,941

4,775

5,982

Amortization of intangible assets

197

208

582

627

Reorganization costs

—

—

—

1,026

Total operating expenses

73,620

69,875

227,198

220,913

Income from operations

6,749

7,552

20,098

21,736

Other income, net

146

229

248

374

Losses on investments, net

(772
)

(1,085
)

(997
)

(1,139
)
Income before income taxes

6,123

6,696

19,349

20,971

Income tax provision

2,170

3,584

6,302

9,110

Net income

$
3,953

$
3,112

$
13,047

$
11,861

Basic income per common share

$
0.22

$
0.17

$
0.73

$
0.66

Diluted income per common share

$
0.22

$
0.17

$
0.72

$
0.65

Basic weighted average common shares outstanding

17,747

18,062

17,897

17,896

Diluted weighted average common shares outstanding

18,051

18,435

18,212

18,168

Cash dividends declared per common share

$
0.19

$
0.18

$
0.57

$
0.54


	Three Months Ended
	March 31,
	2023			2022
Revenues:
Research	$	80,906		$	85,780
Consulting		31,750			38,431
Events		1,014			760
Total revenues		113,670			124,971
Operating expenses:
Cost of services and fulfillment		49,292			53,251
Selling and marketing		41,532			44,044
General and administrative		21,227			15,524
Depreciation		2,104			2,319
Amortization of intangible assets		3,066			3,362
Restructuring costs		1,589			—
Total operating expenses		118,810			118,500
Income (loss) from operations		(5,140	)		6,471
Interest expense		(793	)		(613	)
Other income (expense), net		550			(257	)
Gain on investments, net		—			426
Income (loss) before income taxes		(5,383	)		6,027
Income tax expense (benefit)		(1,308	)		1,879
Net income (loss)	$	(4,075	)	$	4,148
Basic income (loss) per common share	$	(0.21	)	$	0.22
Diluted income (loss) per common share	$	(0.21	)	$	0.22
Basic weighted average common shares outstanding		19,108			18,988
Diluted weighted average common shares outstanding		19,108			19,264

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

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,					Three Months Ended
	2017		2016			2017		2016			March 31,
Net income	$	3,953	$	3,112		$	13,047	$	11,861
											2023			2022
Other comprehensive income (loss), net of taxes:
Net income (loss)											$	(4,075	)	$	4,148

Other comprehensive income (loss), net of tax:
Foreign currency translation		1,601		(120	)		4,905		(68	)		1,206			(1,314	)
Net change in market value of investments		23		(48	)		47		72			33			(64	)
Net change in market value of interest rate swap												—			196
Other comprehensive income (loss)		1,624		(168	)		4,952		4			1,239			(1,182	)
Comprehensive income	$	5,577	$	2,944		$	17,999	$	11,865
Comprehensive income (loss)											$	(2,836	)	$	2,966

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

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Nine Months Ended
	September 30,						Three Months Ended
	2017			2016			March 31,
							2023			2022
Cash flows from operating activities:
Net income	$	13,047		$	11,861
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)							$	(4,075	)	$	4,148
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		4,775			5,982			2,104			2,319
Amortization of intangible assets		582			627			3,066			3,362
Net losses from investments		997			1,139
Net gains from investments								—			(426	)
Deferred income taxes		(921	)		(413	)		1,926			(1,012	)
Stock-based compensation		6,423			5,731			3,165			3,294
Amortization of premium on investments		171			267
Operating lease right-of-use assets amortization and impairments								2,886			2,690
Amortization of deferred financing fees								109			109
Amortization of (discount) premium on investments								(63	)		43
Foreign currency losses		444			98			20			216
Changes in assets and liabilities
Changes in assets and liabilities:
Accounts receivable		20,140			31,078			14,691			16,239
Deferred commissions		2,906			3,890			1,957			2,402
Prepaid expenses and other current assets		(979	)		2,322			(8,819	)		(1,696	)
Accounts payable		(1,208	)		133			64			50
Accrued expenses and other liabilities		(6,041	)		(10,101	)		(37,416	)		(41,120	)
Deferred revenue		(3,473	)		(14,309	)		36,041			34,909
Operating lease liabilities								(3,374	)		(2,861	)
Net cash provided by operating activities		36,863			38,305			12,282			22,666
Cash flows from investing activities:
Purchases of property and equipment		(5,806	)		(3,334	)		(1,632	)		(1,262	)
Purchases of marketable investments		(27,430	)		(35,555	)		(964	)		(3,190	)
Proceeds from sales and maturities of marketable investments		34,458			20,086
Proceeds from maturities of marketable investments								4,000			2,455
Other investing activity		200			(49	)		(62	)		85
Net cash provided by (used in) investing activities		1,422			(18,852	)		1,342			(1,912	)
Cash flows from financing activities:
Dividends paid on common stock		(10,205	)		(9,696	)
Payments on borrowings								(15,000	)		(15,000	)
Repurchases of common stock		(39,967	)		—			—			(9,459	)
Proceeds from issuance of common stock under employee equity incentive plans		13,866			9,987			1,840			1,861
Taxes paid related to net share settlements of stock-based compensation awards		(2,511	)		(2,069	)		(1,079	)		(139	)
Net cash used in financing activities		(38,817	)		(1,778	)		(14,239	)		(22,737	)
Effect of exchange rate changes on cash and cash equivalents		3,534			(870	)
Net increase in cash and cash equivalents		3,002			16,805
Cash and cash equivalents, beginning of period		76,958			53,331
Cash and cash equivalents, end of period	$	79,960		$	70,136
Effect of exchange rate changes on cash, cash equivalents and restricted cash								1,249			(1,353	)
Net change in cash, cash equivalents and restricted cash								634			(3,336	)
Cash, cash equivalents and restricted cash, beginning of period								105,654			118,031
Cash, cash equivalents and restricted cash, end of period							$	106,288		$	114,695
Supplemental disclosure of cash flow information:
Cash paid for interest							$	742		$	516
Cash paid for income taxes							$	1,620		$	1,155

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

FORRESTER RESEARCH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Interim Consolidated Financial Statements

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles ~~generally accepted~~ in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by ~~accounting principles generally accepted in the United States of America.~~GAAP. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Forrester Research, Inc. (“Forrester”) Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the financial position, results of operations, comprehensive income (loss), and cash flows as of the dates and for the periods presented have been included. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 may not be indicative of the results for the year ending December 31, ~~2017,~~2023, or any other period.

~~Fair Value Measurements~~Presentation of Restricted Cash

The ~~carrying amounts reflected in~~following table summarizes the ~~Consolidated Balance Sheets for~~end-of-period cash and cash equivalents ~~accounts receivable, accounts payable,~~from the Company's Consolidated Balance Sheets and ~~accrued expenses approximate fair value due to their~~the total cash, cash equivalents and restricted cash as presented on the accompanying Consolidated Statements of Cash Flows (in thousands).


	Three Months Ended March 31,
	2023		2022
Cash and cash equivalents	$	104,217	$	112,496
Restricted cash classified in other assets (1):		2,071		2,199
Cash, cash equivalents and restricted cash shown in statement of cash flows	$	106,288	$	114,695

(1)

Restricted cash consists of collateral required for leased office space. The short-term ~~maturities. See Note 3 – Marketable Investments -~~or long-term classification regarding the collateral for the ~~fair value~~leased office space is determined in accordance with the expiration of the ~~Company’s marketable investments.~~

underlying leases.

~~Adoption of New~~Recent Accounting Pronouncements

~~The Company adopted~~In March 2020, the ~~guidance in~~Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. ~~2016-09,~~ ~~Compensation - Stock Compensation~~ - ~~Improvements~~2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Finance Reporting. The new standard provides optional guidance for a limited period of time to ~~Employee Share-Based Payment Accounting~~, on January 1, 2017. Under this standard, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. The Company has elected to recognize forfeitures as they occur andease the ~~impact of that change~~potential burden in accounting ~~policy has been recorded~~for, or recognizing the effects of, reference rate reform on financial reporting due to the risk of cessation of the London Interbank Offered Rate (“LIBOR”). The updates apply to contracts, hedging relationships, and other transactions that reference LIBOR, or another reference rate expected to be discontinued because of reference rate reform, and as a ~~$0.2 million cumulative effect adjustment to increase retained earnings as of January 1, 2017.~~

~~Additionally,~~result require a modification. In December 2022, the FASB issued ASU No. 2016-09 requires that all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase or decrease to income tax expense. Previously, income tax effects at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax effects reported in earnings during the award's vesting period. The requirement to report those income tax effects in earnings has been applied on a prospective basis to settlements occurring on or after January 1, 2017, and the impact of applying this guidance resulted in a $0.3 million tax benefit for the three and nine months ended September 30, 2017. Application of this guidance may result in fluctuations in the Company’s effective tax rate depending on how many options are exercised, how many restricted stock units vest and the volatility2022-06, Reference Rate Reform (Topic 848): Deferral of the ~~Company’s stock price.~~

~~ASU 2016-09 also requires that all income tax-related cash flows resulting~~Sunset Date of Topic 848. The amendments in this update defer the sunset date of Topic 848 from ~~share-based payments~~December 31, 2022, to December 31, 2024, after which entities will no longer be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. In addition, the standard requires that cash paid by directly withholding shares for tax withholding purposes be classified as a financing activity in the statement of cash flows. ~~For the nine months ended September 30, 2017, the Company reflected $2.5 million of tax withholding in financing activities.~~ ~~The Company has elected~~permitted to apply the ~~changes~~relief in ~~cash flow classification on a retrospective basis~~ ~~resulting in an increase in operating cash flows, with a corresponding decrease in financing cash flows, of $2.4 million for the nine months ended September 30, 2016,~~ ~~as compared to the amounts previously reported.~~

Topic 848. The ~~Company elected to early adopt the guidance in ASU No. 2016-16,~~ ~~Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory, on January 1, 2017. The guidance~~amendments in this ~~standard eliminates for~~update apply to all ~~intra-entity sales of assets~~entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other ~~than inventory, the exception under existing standards~~transactions that ~~permits the tax effects of intra-entity asset transfers~~reference LIBOR or another reference rate expected to be ~~deferred until~~discontinued because of reference rate reform. It is anticipated the standard will have no impact on the Company’s financial position or results of operations.

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

Note 2 — ~~Accumulated Other Comprehensive Income (Loss)~~

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

Total

Net Unrealized Gain

Cumulative

Accumulated

(Loss) on Marketable

Translation

Other Comprehensive

Investments

Adjustment

Income (Loss)

Balance at January 1, 2017

$
(83
)

$
(7,490
)

$
(7,573
)
Foreign currency translation

—

4,905

4,905

Unrealized gain on investments, net of tax of $29

47

—

47

Balance at September 30, 2017

$
(36
)

$
(2,585
)

$
(2,621
)

Total

Net Unrealized Gain

Cumulative

Accumulated

(Loss) on Marketable

Translation

Other Comprehensive

Investments

Adjustment

Income (Loss)

Balance at July 1, 2017

$
(59
)

$
(4,186
)

$
(4,245
)
Foreign currency translation

—

1,601

1,601

Unrealized gain on investments, net of tax of $14

23

—

23

Balance at September 30, 2017

$
(36
)

$
(2,585
)

$
(2,621
)

Total

Net Unrealized Gain

Cumulative

Accumulated

(Loss) on Marketable

Translation

Other Comprehensive

Investments

Adjustment

Income (Loss)

Balance at January 1, 2016

$
(100
)

$
(4,726
)

$
(4,826
)
Foreign currency translation

—

(68
)

(68
)
Unrealized gain on investments, net of tax of $46

72

—

72

Balance at September 30, 2016

$
(28
)

$
(4,794
)

$
(4,822
)

Total

Net Unrealized Gain

Cumulative

Accumulated

(Loss) on Marketable

Translation

Other Comprehensive

Investments

Adjustment

Income (Loss)

Balance at July 1, 2016

$
20

$
(4,674
)

$
(4,654
)
Foreign currency translation

—

(120
)

(120
)
Unrealized loss on investments, net of tax of $(33)

(48
)

—

(48
)
Balance at September 30, 2016

$
(28
)

$
(4,794
)

$
(4,822
)

~~Note 3 —~~ Marketable Investments

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


	As of March 31, 2023
			Gross		Gross
	Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value
Corporate obligations	$	14,925	$	3	$	(158	)	$	14,770
Federal agency obligations		1,999		—		(10	)		1,989
Total	$	16,924	$	3	$	(168	)	$	16,759

As of September 30, 2017

Gross

Gross

Amortized

Unrealized

Unrealized

Market

Cost

Gains

Losses

Value

Federal agency obligations

$
1,800

$
—

$
(4
)

$
1,796

Corporate obligations

52,277

7

(61
)

52,223

Total

$
54,077

$
7

$
(65
)

$
54,019


	As of December 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value
Corporate obligations	$	17,900	$	8	$	(205	)	$	17,703
Federal agency obligations		1,999		—		(14	)		1,985
Total	$	19,899	$	8	$	(219	)	$	19,688

As of December 31, 2016

Gross

Gross

Amortized

Unrealized

Unrealized

Market

Cost

Gains

Losses

Value

Federal agency obligations

$
1,800

$
—

$
(7
)

$
1,793

Corporate obligations

59,481

2

(129
)

59,354

Total

$
61,281

$
2

$
(136
)

$
61,147

Realized gains and losses on investments are included in earnings and are determined using the specific identification method. ~~Realized~~There were no realized gains or losses on ~~the sale of the Company’s~~ marketable investments ~~were not material in~~during the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 and ~~2016.~~2022.

The following table summarizes the maturity periods of the marketable investments in the Company’s portfolio as of ~~September 30, 2017~~March 31, 2023 (in thousands).


	FY 2023		FY 2024		FY 2025		Total
Corporate obligations	$	9,018	$	3,846	$	1,906	$	14,770
Federal agency obligations		—		1,989		—	$	1,989
Total	$	9,018	$	5,835	$	1,906	$	16,759

FY 2017

FY 2018

FY 2019

Total

Federal agency obligations

$
—

$
1,796

$
—

$
1,796

Corporate obligations

4,000

28,559

19,664

52,223

Total

$
4,000

$
30,355

$
19,664

$
54,019

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


	As of March 31, 2023
	Less Than 12 Months				12 Months or Greater
	Market		Unrealized		Market		Unrealized
	Value		Losses		Value		Losses
Corporate obligations	$	10,328	$	94	$	3,450	$	64
Federal agency obligations		1,989		10		—		—
Total	$	12,317	$	104	$	3,450	$	64


	As of December 31, 2022
	Less Than 12 Months				12 Months or Greater
	Market		Unrealized		Market		Unrealized
	Value		Losses		Value		Losses
Corporate obligations	$	9,619	$	139	$	8,084	$	66
Federal agency obligations		1,985		14		—		—
Total	$	11,604	$	153	$	8,084	$	66

Note 3 — Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Goodwill is not amortized; however, it is required to be tested for impairment annually, which requires assessment of the potential impairment at the reporting unit level. Reporting units are determined based on the components of the Company's operating segments that constitute a business for which discrete financial information is available and for which operating results are regularly reviewed by segment management. Testing for impairment is also required on an interim basis if an event or circumstance indicates it is more likely than not an impairment loss has been incurred.

The Company performed its annual impairment testing as of November 30, 2022 utilizing a qualitative assessment to determine if it was more likely than not that the fair values of each of its reporting units was less than their respective carrying values and concluded that no impairments existed. Subsequent to completing the annual test and through March 31, 2023, there were no events or circumstances that required an interim impairment test. Accordingly, as of March 31, 2023, the Company had no accumulated goodwill impairment losses. Approximately $8.2 millionof goodwill is allocated to the Company’s Consulting reporting unit, which had a negative carrying value as of the date of the last test.

As of September 30, 2017

Less Than 12 Months

12 Months or Greater

Market

Unrealized

Market

Unrealized

Value

Losses

Value

Losses

Federal agency obligations

$
-

$
—

$
1,796

$
4

Corporate obligations

25,039

30

17,640

31

Total

$
25,039

$
30

$
19,436

$
35

The change in the carrying amount of goodwill for the three months ended March 31, 2023 is summarized as follows (in thousands):


	Total
Balance at December 31, 2022	$	242,149
Translation adjustments		703
Balance at March 31, 2023	$	242,852

Finite-Lived Intangible Assets

As of December 31, 2016

Less Than 12 Months

12 Months or Greater

Market

Unrealized

Market

Unrealized

Value

Losses

Value

Losses

Federal agency obligations

$
1,793

$
7

$
—

$
—

Corporate obligations

53,647

129

—

—

Total

$
55,440

$
136

$
—

$
—

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


	March 31, 2023
	Gross				Net
	Carrying		Accumulated		Carrying
	Amount		Amortization		Amount
Amortizable intangible assets:
Customer relationships	$	77,798	$	35,922	$	41,876
Technology		16,838		15,133		1,705
Trademarks		12,477		9,605		2,872
Total	$	107,113	$	60,660	$	46,453


	December 31, 2022
	Gross				Net
	Carrying		Accumulated		Carrying
	Amount		Amortization		Amount
Amortizable intangible assets:
Customer relationships	$	77,786	$	33,805	$	43,981
Technology		16,803		14,696		2,107
Trademarks		12,472		9,056		3,416
Total	$	107,061	$	57,557	$	49,504

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


2023 (remainder)	$	8,878
2024		9,905
2025		8,874
2026		8,391
2027		8,324
Thereafter		2,081
Total	$	46,453

Note 4 — Debt

The Company has a credit facility that provides up to $150.0 million of revolving credit commitments and matures in December of 2026. The credit facility includes an expansion feature that permits the Company to increase the revolving credit commitments in an aggregate principal amount up to $50.0 million, subject to approval by the administrative agent and certain customary terms and conditions.

The credit facility 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. The Company was in full compliance with the covenants as of March 31, 2023.

The Company may voluntarily prepay revolving loans under the credit facility at any time and from time to time, without premium or penalty. No interim amortization payments are required to be made under the credit facility.

The credit facility provides that once LIBOR ceases to exist in 2023, the benchmark rate for the loans outstanding will automatically transfer from LIBOR to the Secured Overnight Financing Rate (SOFR). In April 2023, the Company executed a second amendment to the credit facility to facilitate the conversion from LIBOR to SOFR and to set the interest rate at SOFR plus 10 basis points.

Up to $5.0 million of the credit facility is available for the issuance of letters of credit, and any drawings under the letters of credit must be reimbursed within one business day. As of March 31, 2023, $0.6 million in letters of credit were issued under the credit facility.

Outstanding Borrowings

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


Description:	March 31, 2023		December 31, 2022
Credit facility	$	35,000	$	50,000

The contractual annualized interest rate as of March 31, 2023 was 6.125%, which consisted of LIBOR of 4.875% plus a margin of 1.25%.

The Company had $114.4 million of available borrowing capacity on the credit facility (not including the expansion feature) as of March 31, 2023. The weighted average annual effective interest rate for the three months ended March 31, 2023 was 5.82%.

All obligations under the credit facility are unconditionally guaranteed by each of the Company’s existing and future, direct and indirect, material wholly-owned domestic subsidiaries, other than certain excluded subsidiaries, and are collateralized by a first priority lien on substantially all tangible and intangible assets, including intellectual property, and all of the capital stock of the Company's subsidiaries (limited to 65% of the voting equity of certain subsidiaries).

Note 5 — Leases

All of the Company’s leases are operating leases, the majority of which are for office space. Operating lease right-of-use (“ROU”) assets and non-current operating lease liabilities are included as individual line items on the Consolidated Balance Sheets, while short-term operating lease liabilities are recorded within accrued expenses and other current liabilities. Leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheets and are not material.

The components of lease expense were as follows (in thousands):


	For the Three Months Ended March 31,
	2023			2022
Operating lease cost	$	3,314		$	3,652
Short-term lease cost		261			137
Variable lease cost		785			1,550
Sublease income		(131	)		(192	)
Total lease cost	$	4,229		$	5,147

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


	For the Three Months Ended March 31,
	2023			2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,374		$	2,861
Operating lease ROU assets obtained in exchange for lease obligations	$	1,323		$	—
Weighted-average remaining lease term - operating leases (years)		4.9			5.7
Weighted-average discount rate - operating leases		4.3	%		4.3	%

Future minimum lease payments under non-cancelable leases and estimated future sublease cash receipts from non-cancelable arrangements as of March 31, 2023 are as follows (in thousands):


	Operating Lease			Sublease
	Payments			Cash Receipts
2023 (remainder)	$	12,532		$	457
2024		16,563			625
2025		14,485			—
2026		12,474			—
2027		5,680			—
Thereafter		8,817			—
Total lease payments and estimated sublease cash receipts		70,551		$	1,082
Less imputed interest		(8,045	)
Present value of lease liabilities	$	62,506

Lease balances as of March 31, 2023 are as follows (in thousands):


Operating lease ROU assets	$	48,565

Short-term operating lease liabilities (1)	$	13,985
Non-current operating lease liabilities		48,521
Total operating lease liabilities	$	62,506

(1)

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

The Company’s leases do not contain residual value guarantees, material restrictions, or covenants.

During the three months ended March 31, 2023, the Company recorded a $0.4 million ROU asset impairment related to closing one floor of its offices located at 150 Spear Street, San Francisco, California. The impairment is included in restructuring costs in the Consolidated Statements of Operations. As a result of the impairment, the ROU asset was required to be recorded at its estimated fair value as a Level 3 non-financial asset. The fair value of the asset group was determined using a discounted cash flow model, which required the use of estimates, including projected cash flows for the related asset, the selection of a discount rate used in the model, and regional real estate industry data.

Note 6 – Revenue and Related Matters

Disaggregated Revenue

The Company disaggregates revenue as set forth in the following tables (in thousands):

Revenue by Geography


	For the Three Months Ended March 31,
Revenues: (1)	2023		2022
North America	$	92,671	$	102,310
Europe		13,712		14,472
Asia Pacific		5,382		6,673
Other		1,905		1,516
Total	$	113,670	$	124,971

(1)

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

Contract Assets and Contract Liabilities

Accounts Receivable

Accounts receivable includes amounts billed and currently due from customers. Since the only condition for payment of the Company’s invoices is the passage of time, a receivable is recorded on the date an invoice is issued. Also included in accounts receivable are unbilled amounts resulting from revenue exceeding the amount billed to the customer, where the right to payment is unconditional. If the right to payment for services performed was conditional on something other than the passage of time, the unbilled amount would be recorded as a separate contract asset. There were no contract assets as of March 31, 2023 or 2022.

The majority of the Company’s contracts are non-cancelable. However, for contracts that are cancelable by the customer, the Company does not record a receivable when it issues an invoice. The Company records accounts receivable on these contracts only up to the amount of revenue earned but not yet collected.

In addition, since the majority of the Company’s contracts are for a duration of one year and payment is expected within one year from the transfer of products and services, the Company does not adjust its receivables or transaction prices for the effects of a significant financing component.

Deferred Revenue

The Company refers to contract liabilities as deferred revenue on the Consolidated Balance Sheets. Payment terms in the Company’s customer contracts vary, but generally require payment in advance of fully satisfying the performance obligation(s). Deferred revenue consists of billings in excess of revenue recognized. Similar to accounts receivable, the Company does not record deferred revenue for unpaid invoices issued on a cancelable contract.

During the three months ended March 31, 2023 and 2022, the Company recognized $72.9 million and $80.8 million of revenue, respectively, related to its deferred revenue balance at January 1 of each such period.

Approximately $404.8 million of revenue is expected to be recognized during the next 24 months from remaining performance obligations as of March 31, 2023.

Reserves for Credit Losses

The allowance for expected credit losses on accounts receivable for the three months ended March 31, 2023 is summarized as follows (in thousands):


	Total Allowance
Balance at December 31, 2022	$	560
Provision for expected credit losses		170
Write-offs		(94	)
Balance at March 31, 2023	$	636

When evaluating the adequacy of the allowance for expected credit losses, the Company makes judgments regarding the collectability of accounts receivable based, in part, on the Company’s historical loss rate experience, customer concentrations, management’s expectations of future losses as informed by current economic conditions, and changes in customer payment terms. If the expected financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. If the expected financial condition of the Company’s customers were to improve, the allowances may be reduced accordingly.

Cost to Obtain Contracts

The Company capitalizes commissions paid to sales representatives and related fringe benefits costs that are incremental to obtaining customer contracts. These costs are included in deferred commissions on the Consolidated Balance Sheets. The Company accounts for these costs at a portfolio level as the Company’s contracts are similar in nature and the amortization model used closely matches the amortization expense that would be recognized on a contract-by-contract basis. Costs to obtain a contract are amortized to earnings over the initial contract term, which is the same period the related revenue is recognized. Amortization expense related to deferred commissions for the three months ended March 31, 2023 and 2022 was $8.6 million and $10.0 million, respectively. The Company evaluates the recoverability of deferred commissions at each balance sheet date and there were no impairments recorded during the three months ended March 31, 2023 and 2022.

Note 7 — Derivatives and Hedging

Interest Rate Swap

During 2019, the Company entered into a single interest rate swap contract that matured on December 31, 2022, with an initial notional amount of $95.0 million. The Company paid a base fixed rate of 1.65275% and in return received the greater of: (1) 1-month LIBOR, rounded up to the nearest 1/16 of a percent, or (2) 0.00%.

The swap was used to mitigate the cash flow risk associated with changes in interest rates on the Company’s variable rate debt (refer to Note 4 – Debt). The Company accounted for this derivative contract in accordance with FASB ASC Topic 815 – Derivatives

and Hedging (“Topic 815”), which requires all derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value.

The swap had been designated and accounted for as a cash flow hedge of the forecasted interest payments on the Company’s debt. The swap was considered to be a highly effective hedge of the designated interest rate risk for the entire contract period and changes in the fair value of the swap were recorded in accumulated other comprehensive loss, a component of equity in the Consolidated Balance Sheets.

Foreign Currency Forwards

The Company enters into a limited number of foreign currency forward exchange contracts to mitigate the effects of adverse fluctuations in foreign currency exchange rates on transactions entered into in the normal course of business that are denominated in foreign currencies that differ from the local functional currency. These contracts generally have short durations and are recorded at fair value with both realized and unrealized gains and losses recorded in other income (expense), net in the Consolidated Statements of Operations because the Company does not designate these contracts as hedges for accounting purposes.

During thethree months ended March 31, 2023, the Company entered into three foreign currency forward exchange contracts, all of which settled by March 31, 2023. Accordingly, as of March 31, 2023, there is no amount recorded in the Consolidated Balance Sheets for these contracts. During the three months ended March 31, 2022, the Company entered into five foreign currency forward exchange contracts, all of which settled by March 31, 2022. Accordingly, as of March 31, 2022, there is no amount recorded in the Consolidated Balance Sheets for these contracts.

The Company’s derivative counterparties are investment grade financial institutions. The Company does not have any collateral arrangements with these counterparties and the derivative contracts do not contain credit risk related contingent features. The table below provides information regarding amounts recognized in the Consolidated Statements of Operations for the derivative contracts for the periods indicated (in thousands):


	Three Months Ended
	March 31,
Amount recorded in:	2023		2022
Interest expense (1)	$	—	$	(145	)
Other income (expense), net (2)		62		(85	)
Total	$	62	$	(230	)

(1)

Consists of interest expense from the interest rate swap contract.

(2)

Consists of net realized gains and losses on foreign currency forward contracts.

Note 8 — Fair Value Measurements

The carrying amounts reflected on the Consolidated Balance Sheets for cash, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term maturities. The Company’s financial instruments also include its outstanding variable-rate borrowings (refer to Note 4 – Debt). The Company believes that the carrying amount of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest.

Additionally, the Company measures certain financial assets and liabilities at fair value on a recurring basis including cash equivalents and ~~available-for-sale securities.~~marketable investments. The fair values of these financial assets and liabilities have been classified as Level 1, 2, or 3 within the fair value hierarchy as described in the accounting standards for fair value ~~measurements.~~measurements:

Level 1 — Fair value based on quoted prices in active markets for identical assets or liabilities.

Level 2 — Fair value based on inputs other than Level 1 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or ~~liabilities;~~liabilities, quoted prices in markets that are not ~~active;~~active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Fair value based on unobservable inputs that are supported by little or no market activity and such inputs are significant to the fair value of the assets or liabilities.

The following table represents the Company’s fair value hierarchy for its financial assets ~~(cash equivalents~~ and ~~investments)~~liabilities that are measured at fair value on a recurring basis (in thousands):


	As of March 31, 2023
	Level 1		Level 2		Total
Assets:
Money market funds (1)	$	3,968	$	—	$	3,968
Marketable investments (2)		—		16,759		16,759
Total Assets	$	3,968	$	16,759	$	20,727


	As of December 31, 2022
	Level 1		Level 2		Total
Assets:
Money market funds (1)	$	5,800	$	—	$	5,800
Marketable investments (2)		—		19,688		19,688
Total Assets	$	5,800	$	19,688	$	25,488

As of September 30, 2017

Level 1

Level 2

Level 3

Total

Money market funds (1)

$
763

$
—

$
—

$
763

Federal agency obligations

—

1,796

—

1,796

Corporate obligations

—

52,223

—

52,223

Total

$
763

$
54,019

$
—

$
54,782

(1)

As of December 31, 2016

Level 1

Level 2

Level 3

Total

Money market funds (1)

$
2,522

$
—

$
—

$
2,522

Federal agency obligations

—

1,793

—

1,793

Corporate obligations

—

59,354

—

59,354

Total

$
2,522

$
61,147

$
—

$
63,669

~~(1)~~

~~Included in cash and cash equivalents.~~

~~Level 2 assets consist of~~Included in cash and cash equivalents on the ~~Company’s entire portfolio of marketable investments. Level 2 assets~~Consolidated Balance Sheets.

(2)

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

~~Note 4 — Non-Marketable Investments~~

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

The Company’s investments at September 30, 2017 are being accounted for using the equity method as the investments are limited partnerships and the Company has an ownership interest in excess of 5% and, accordingly, the Company records its share of the investee’s operating results each period. Losses from non-marketable investments were $0.8 million and $1.0 million during the three and nine months ended September 30, 2017. Losses from non-marketable investments were $1.1 million and $1.2 million during the three and nine months ended September 30, 2016. Losses are included in Losses on investments, net in the Consolidated Statements of Income. At December 31, 2016, the Company’s investments also included an investment with a book value of $0.4 million, which was accounted for using the cost method. This investment was fully liquidated duringDuring the three months ended March 31, 2017. During the three months ended September 30, 2017, no distributions were received from the funds. During the nine months ended September 30, 2017, distributions of $0.4 million were received from the funds. During the nine months ended September 30, 2016, no distributions were received from the funds.

~~Note 5 — Reorganization~~

~~In the first quarter of 2016,~~2023, the Company ~~implemented a reduction~~did not transfer assets or liabilities between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 assets and liabilities.

Note 9 — Income Taxes

Forrester provides for income taxes on an interim basis according to management’s estimate of the effective tax rate expected to be applicable for the full fiscal year. Certain items such as changes in ~~its workforce~~tax rates, tax benefits or expense related to settlements of ~~approximately 2% of its employees across various geographies~~share-based payment awards, and ~~functions. The Company~~foreign currency gains or losses are treated as discrete items and are recorded ~~$1.0 million of severance and related costs~~in the period in which they arise.

Income tax benefit for ~~this action during~~ the three months ended March 31, ~~2016. All costs under this plan were paid during 2016.~~2023 was $1.3 million resulting in an effective tax rate of 24.3% for the period. Income tax expense for the three months ended March 31, 2022 was $1.9 million resulting in an effective tax rate of 31.2% for the period.

The Company anticipates that its effective tax rate for the full year 2023 will be approximately 38%.

Note 10 — Accumulated Other Comprehensive Loss (“AOCL”)

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


	Marketable			Translation
	Investments			Adjustment			Total AOCL
Balance at December 31, 2022	$	(159	)	$	(7,759	)	$	(7,918	)
Foreign currency translation (1)		—			1,206			1,206
Unrealized gain, net of tax of $(11)		33			—			33
Balance at March 31, 2023	$	(126	)	$	(6,553	)	$	(6,679	)


	Marketable			Interest Rate			Translation
	Investments			Swap			Adjustment			Total AOCL
Balance at December 31, 2021	$	(25	)	$	(212	)	$	(2,952	)	$	(3,189	)
Foreign currency translation (1)		—			—			(1,314	)		(1,314	)
Unrealized gain (loss) before reclassification, net of tax of $(15)		(64	)		91			—			27
Reclassification to income, net of tax of $(40) (2)		—			105			—			105
Balance at March 31, 2022	$	(89	)	$	(16	)	$	(4,266	)	$	(4,371	)

(1)

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

(2)

Reclassification is related to the Company’s interest rate swap (cash flow hedge) and was recorded in interest expense on the Consolidated Statements of Operations. Refer to Note 67 – Derivatives and Hedging.

Note 11 — Net Income (Loss) Per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss) by the basic weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the diluted weighted average number of common shares and common equivalent shares outstanding during the period. The weighted average number of common equivalent shares outstanding has been determined in accordance with the treasury-stock method. Common equivalent shares consist of common stock issuable on the exercise of outstanding stock options and the vesting of restricted stock ~~units when dilutive.~~

units.

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


	Three Months Ended
	March 31,
	2023		2022
Basic weighted average common shares outstanding		19,108		18,988
Weighted average common equivalent shares		—		276
Diluted weighted average common shares outstanding		19,108		19,264
Options and restricted stock units excluded from diluted weighted average share calculation as effect would have been anti-dilutive		703		—

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Basic weighted average common shares outstanding

17,747

18,062

17,897

17,896

Weighted average common equivalent shares

304

373

315

272

Diluted weighted average common shares outstanding

18,051

18,435

18,212

18,168

Share based awards excluded from diluted weighted average share
calculation as effect would have been anti-dilutive

27

82

177

910

Note 712 — Stockholders’ Equity

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


	Three Months Ended March 31, 2023
	Common Stock									Treasury Stock					Accumulated
	Number of Shares		$0.01ParValue		Additional Paid-in Capital		Retained Earnings			Number of Shares		Cost			Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance at December 31, 2022		24,367	$	244	$	261,766	$	174,631			5,305	$	(207,067	)	$	(7,918	)	$	221,656
Issuance of common stock under stock plans, including tax effects		128		1		760		—			—		—			—			761
Stock-based compensation expense		—		—		3,165		—			—		—			—			3,165
Net loss		—		—		—		(4,075	)		—		—			—			(4,075	)
Net change in marketable investments, net of tax		—		—		—		—			—		—			33			33
Foreign currency translation		—		—		—		—			—		—			1,206			1,206
Balance at March 31, 2023		24,495	$	245	$	265,691	$	170,556			5,305	$	(207,067	)	$	(6,679	)	$	222,746


	Three Months Ended March 31, 2022
	Common Stock								Treasury Stock					Accumulated
	Number of Shares		$0.01 Par Value		Additional Paid-in Capital		Retained Earnings		Number of Shares		Cost			Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance at December 31, 2021		24,085	$	241	$	245,985	$	152,825		5,027	$	(191,955	)	$	(3,189	)	$	203,907
Issuance of common stock under stock plans, including tax effects		58		—		1,722		—		—		—			—			1,722
Repurchases of common stock		—		—		—		—		175		(9,459	)		—			(9,459	)
Stock-based compensation expense		—		—		3,294		—		—		—			—			3,294
Net income		—		—		—		4,148		—		—			—			4,148
Net change in interest rate swap, net of tax		—		—		—		—		—		—			196			196
Net change in marketable investments, net of tax		—		—		—		—		—		—			(64	)		(64	)
Foreign currency translation		—		—		—		—		—		—			(1,314	)		(1,314	)
Balance at March 31, 2022		24,143	$	241	$	251,001	$	156,973		5,202	$	(201,414	)	$	(4,371	)	$	202,430

Equity Plans

Restricted stock unit activity for the three months ended March 31, 2023 is presented below (in thousands, except per share data):


				Weighted-
				Average
	Number of			Grant Date
	Shares			Fair Value
Unvested at December 31, 2022		682		$	46.28
Granted		258			35.38
Vested		(95	)		51.44
Forfeited		(43	)		44.94
Unvested at March 31, 2023		802		$	42.24

Stock option activity for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 is presented below (in thousands, except per share data and contractual term):


				Weighted -		Weighted -
				Average		Average
				Exercise		Remaining		Aggregate
	Number			Price Per		Contractual		Intrinsic
	of Shares			Share		Term (in years)		Value
Outstanding at December 31, 2022		89		$	35.58
Granted		144			33.04
Exercised		(2	)		34.37
Forfeited		(1	)		28.04
Outstanding at March 31, 2023		230		$	34.01		6.90	$	5
Exercisable at March 31, 2023		86		$	35.64		1.86	$	5
Vested and expected to vest at March 31, 2023		230		$	34.01		6.90	$	5

Weighted -

Weighted -

Average

Average

Exercise

Remaining

Aggregate

Number

Price Per

Contractual

Intrinsic

of Shares

Share

Term (in years)

Value

Outstanding at December 31, 2016

1,540

$
34.35

Granted

—

—

Exercised

(385
)

32.32

Forfeited

(73
)

34.44

Outstanding at September 30, 2017

1,082

$
35.07

6.01

$
7,332

Exercisable at September 30, 2017

771

$
34.92

5.36

$
5,340

Vested and expected to vest at September 30, 2017

1,082

$
35.07

6.01

$
7,332

~~Restricted stock unit activity for the nine months ended September 30, 2017 is presented below (in thousands, except per share data):~~

Weighted-

Average

Number of

Grant Date

Shares

Fair Value

Unvested at December 31, 2016

539

$
35.50

Granted

241

39.58

Vested

(205
)

35.28

Forfeited

(51
)

36.01

Unvested at September 30, 2017

524

$
37.42

Stock-Based Compensation

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


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2017		2016		2017		2016		2023		2022
Cost of services and fulfillment	$	1,088	$	1,077	$	3,387	$	3,141	$	1,847	$	1,926
Selling and marketing		170		272		535		695		497		633
General and administrative		920		622		2,501		1,895		821		735
Total	$	2,178	$	1,971	$	6,423	$	5,731	$	3,165	$	3,294

Forrester utilizes the Black-Scholes valuation model for estimating the fair value of options granted under the equity incentive plans and shares subject to purchase under the employee stock purchase plan, which were valued using the following assumptions:


	Three Months Ended
	March 31,
	2023						2022
	Equity Incentive Plans			Employee Stock Purchase Plan			Employee Stock Purchase Plan
Average risk-free interest rate		4.27	%		5.00	%		0.86	%
Expected dividend yield		0.0	%		0.0	%		0.0	%
Expected life	4.75 Years			0.5 Years			0.5 Years
Expected volatility		43	%		46	%		24	%
Weighted average fair value	$	14.24		$	9.47		$	11.02

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Average risk-free interest rate

0.96
%

0.47
%

0.81
%

0.47
%
Expected dividend yield

1.9
%

2.0
%

1.9
%

2.0
%
Expected life

0.5 Years

0.5 Years

0.5 Years

0.5 Years

Expected volatility

26
%

26
%

24
%

25
%
Weighted average fair value

$
8.50

$
7.52

$
8.32

$
7.75

~~Dividends~~

In the nine months ended September 30, 2017, the Company declared and paid dividends of $10.2 million consisting of a $0.19 per share dividend in each of the first three quarters of 2017. In the nine months ended September 30, 2016, the Company declared and paid dividends of $9.7 million consisting of a $0.18 per share dividend in each of the first three quarters of 2016. In October 2017, the Company declared a dividend of $0.19 per share payable on December 20, 2017 to shareholders of record as of December 6, 2017.

Treasury Stock

As of ~~September 30, 2017,~~March 31, 2023, Forrester’s Board of Directors had authorized an aggregate ~~$485.0~~$585.0 million to purchase common stock under its stock repurchase program. The shares repurchased may be used, among other things, in connection with Forrester’s equity incentive and purchase plans. InDuring the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2023, the Company did not repurchase any shares of common stock. During the three months ended March 31, 2022 the Company repurchased approximately 0.1 and 1.1 million shares, respectively, of common stock at an aggregate cost of approximately $3.5 million and $40.0 million, respectively. The Company did not repurchase shares of common stock in the nine months ended September 30, 2016. From the inception of the program through September 30, 2017, Forrester repurchased 16.10.2 million shares of common stock at an aggregate cost of ~~$464.9~~approximately $9.5 million.

~~Note 8 — Income Taxes~~

~~Forrester provides for income taxes on an interim basis according to management’s estimate~~ From the inception of the ~~effective tax rate expected~~program through March 31, 2023, the Company repurchased 17.0 million shares of common stock at an aggregate cost of $510.0 million.

Note 13 — Restructuring

In January 2023, the Company implemented a reduction in its workforce of approximately 4% of its employees across various geographies and functions to ~~be applicable~~streamline operations. The Company recorded $4.3 million of severance and related costs for the full fiscal year. Certain items such as changes in tax rates and tax benefits or expense related to settlements of share-based payment awards are treated as discrete items and are recorded in the period in which they arise.

Income tax expense for the nine months ended September 30, 2017 was $6.3 million resulting in an effective tax rate of 32.6% for the period. Income tax expense for the nine months ended September 30, 2016 was $9.1 million resulting in an effective tax rate of 43.4% for the period. The decrease in the effective tax rate this action during the ~~nine months ended September 30, 2017 compared to the prior year period was primarily due to the recognition~~fourth quarter of ~~a $1.3~~2022, and $0.6 million ~~benefit from the settlement of a tax audit in~~during the first quarter of ~~2017~~2023. The Company also recorded a restructuring charge of $5.0 million during the fourth quarter of 2022 related to closing one floor of its offices located at 150 Spear Street, San Francisco, California, of which$3.7 million related to an impairment of a right-of-use asset and $1.3 million related to an impairment of leasehold improvements. The Company expects the accrued restructuring costs as of March 31, 2023 to be fully paid by the end of 2023.

The following table rolls forward the activity in the restructuring accrual for the three months ended March 31, 2023 (in thousands):


Accrual at December 31, 2022	$	4,360
Additional restructuring costs		1,589
Non-cash charge (included above)		(1,002	)
Cash payments		(2,609	)
Accrual at March 31, 2023	$	2,338

Note 14 — Operating Segments

The Company's chief operating decision-maker (used in determining the Company's segments) is the chief executive officer and the ~~recognition of approximately $0.3 million of windfall tax benefits from~~chief financial officer. The Company operates in three segments: Research, Consulting, and Events. These segments, which are also the ~~settlement of options and restricted stock units during~~Company's reportable segments, are based on the ~~third quarter of 2017. In addition, in 2016 an additional $0.6 million of tax expense was incurred due to a valuation allowance on a capital loss generated from one~~management structure of the Company and how the chief operating decision maker uses financial information to evaluate performance and determine how to allocate resources. The Company’s ~~investments. For the full year 2017, the Company anticipates that its effective tax rate will be approximately 35%.~~products and services are delivered through each segment as described below.

~~Note 9 — Operating Segments~~

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

~~The Product segment includes~~addition to the costs of the product management organization ~~that is~~ responsible for product pricing and packaging, and the launch of new products. ~~In addition, this~~

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

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

The Events segment includes the ~~project consulting revenue delivered by~~revenues and the ~~consultants in this segment.~~costs of the organization responsible for developing and hosting in-person and virtual events.

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

The Company provides information by reportable segment in the ~~first quarter of 2017,~~tables below (in thousands):


	Research Segment			Consulting Segment			Events Segment			Consolidated
Three Months Ended March 31, 2023
Research revenues	$	80,906		$	—		$	—		$	80,906
Consulting revenues		7,919			23,831			—			31,750
Events revenues		—			—			1,014			1,014
Total segment revenues		88,825			23,831			1,014			113,670
Segment expenses		(35,507	)		(12,353	)		(1,631	)		(49,491	)
Selling, marketing, administrative and other expenses											(64,664	)
Amortization of intangible assets											(3,066	)
Restructuring costs											(1,589	)
Interest expense, other income, and gains on investments											(243	)
Loss before income taxes										$	(5,383	)


	Research Segment			Consulting Segment			Events Segment			Consolidated
Three Months Ended March 31, 2022
Research revenues	$	85,780		$	—		$	—		$	85,780
Consulting revenues		11,190			27,241			—			38,431
Events revenues		—			—			760			760
Total segment revenues		96,970			27,241			760			124,971
Segment expenses		(34,180	)		(14,317	)		(1,751	)		(50,248	)
Selling, marketing, administrative and other expenses											(64,890	)
Amortization of intangible assets											(3,362	)
Interest expense, other expense, and gains on investments											(444	)
Income before income taxes										$	6,027

Note 15 — Contingencies

From time to time, the Company ~~modified~~may be subject to legal proceedings and civil and regulatory claims that arise in the ordinary course of its ~~internal reporting~~business activities. It is the Company's policy to record accruals for legal contingencies to the ~~Research~~extent that it has concluded that it is probable that a liability has been incurred and ~~Project Consulting segments~~the amount of the loss can be reasonably estimated, and to expense costs associated with loss contingencies, including any related legal fees, as they are incurred. The Company reviews its loss contingencies at least quarterly and adjusts its accruals and/or disclosures to reflect the ~~transfer~~impact of ~~revenue and direct costs related to~~negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. Once established, a small consulting team in Asia Pacific from Research to Project Consulting, and to remove from both Research and Project Consulting certain client support activities that are now included within selling, marketing, administrative and other expensesprovision may change in the ~~table below. Accordingly,~~future due to new developments or changes in circumstances and could increase or decrease the ~~2016 amounts have been reclassified to conform to~~Company’s earnings in the ~~current presentation.~~

Project

Product

Research

Consulting

Consolidated

Three Months Ended September 30, 2017

Research services revenues

$
54,235

$
—

$
—

$
54,235

Advisory services and events revenues

3,353

10,379

12,402

26,134

Total segment revenues

57,588

10,379

12,402

80,369

Segment expenses

9,764

11,953

6,443

28,160

Contribution margin (loss)

47,824

(1,574
)

5,959

52,209

Selling, marketing, administrative and other expenses

(45,263
)
Amortization of intangible assets

(197
)
Reorganization costs

—

Other income and losses on investments

(626
)
Income before income taxes

$
6,123

Project

Product

Research

Consulting

Consolidated

Three Months Ended September 30, 2016

Research services revenues

$
52,727

$
—

$
—

$
52,727

Advisory services and events revenues

2,333

10,330

12,037

24,700

Total segment revenues

55,060

10,330

12,037

77,427

Segment expenses

8,884

11,586

5,522

25,992

Contribution margin (loss)

46,176

(1,256
)

6,515

51,435

Selling, marketing, administrative and other expenses

(43,675
)
Amortization of intangible assets

(208
)
Reorganization costs

—

Other income and losses on investments

(856
)
Income before income taxes

$
6,696

Project

Product

Research

Consulting

Consolidated

Nine Months Ended September 30, 2017

Research services revenues

$
160,553

$
—

$
—

$
160,553

Advisory services and events revenues

15,714

32,279

38,750

86,743

Total segment revenues

176,267

32,279

38,750

247,296

Segment expenses

32,788

36,510

18,886

88,184

Contribution margin (loss)

143,479

(4,231
)

19,864

159,112

Selling, marketing, administrative and other expenses

(138,432
)
Amortization of intangible assets

(582
)
Reorganization costs

—

Other income and losses on investments

(749
)
Income before income taxes

$
19,349

Project

Product

Research

Consulting

Consolidated

Nine Months Ended September 30, 2016

Research services revenues

$
160,998

$
—

$
—

$
160,998

Advisory services and events revenues

14,191

33,244

34,216

81,651

Total segment revenues

175,189

33,244

34,216

242,649

Segment expenses

30,306

36,026

17,465

83,797

Contribution margin (loss)

144,883

(2,782
)

16,751

158,852

Selling, marketing, administrative and other expenses

(135,463
)
Amortization of intangible assets

(627
)
Reorganization costs

(1,026
)
Other income and losses on investments

(765
)
Income before income taxes

$
20,971

~~Note 10 — Recent Accounting Pronouncements~~

~~In May 2014,~~period that the ~~Financial Accounting Standards Board (FASB) issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers, which supersedes all existing revenue recognition requirements, including most industry specific guidance. The new standard requires~~changes are made. Following an April 2023 mediation in a ~~company to recognize revenue when it transfers goods or services to customers~~wage-related matter that resulted in an ~~amount~~agreement in principle, the Company accrued $4.8 million of expense in the quarter ended March 31, 2023 that ~~reflects~~is classified in general and administrative expense in the consideration that the company expects to receive for those goods or services. The guidance also includes enhanced disclosure requirements which are intended to help financial statement users better understand the nature, amount, timing and uncertaintyConsolidated Statement of ~~revenue being recognized and the related cash flows. In March 2016, the FASB issued ASU No. 2016-08,~~ ~~Revenue from Contracts with Customers: Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10,~~ ~~Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients~~, which relates to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, noncash consideration and the presentation of sales and other similar taxes collected from customers. In December 2016, the FASB issued ASU 2016-20, ~~Technical Corrections and Improvements: Revenue from Contracts with Customers, which clarifies several topics including, certain types of transactions that are outside the scope of the new standard, disclosure requirements and balance sheet considerations.~~Operations.

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

In 2016, Forrester established a formal program and cross-functional implementation team to identify, design and implement changes to its accounting systems and policies, business processes and internal controls to support recognition and disclosures under the new standard. The Company believes that it has ~~essentially completed~~meritorious defenses in connection with its ~~assessment~~current legal proceedings and claims and intends to vigorously contest each of ~~how~~them. Regardless of the ~~new standard will affect the Company’s revenue recognition for all of its products~~outcome, legal proceedings and ~~services, and will complete its accounting system and business process changes by the end of 2017.~~

~~The Company does not anticipate that the standard will~~claims can have a material ~~impact~~adverse effect on ~~its~~the Company because of defense and settlement costs, diversion of management resources, and other factors.

In the opinion of the Company's management, based upon information currently available to the Company, while the outcome of these legal proceedings and claims is uncertain, the likely results of ~~operations. The number of performance obligations~~these legal proceedings and claims are not expected, either individually or in the Company’s arrangements will not be different under the new standard than under current guidance. Determining standalone selling prices and allocating contract consideration on multiple element arrangements will follow a similar process as the Company’s current methodologies of establishing fair value / estimated selling price for our goods and services or allocating total contract consideration under the relative selling price method. Additionally, the timing of revenue recognition will remain substantially unchanged for most products. Subscription based research services revenues will continue to be recognized over time, using the new standard’s output method of time elapsed, as Forrester’s clients receive and consume the benefits of our services as we transfer control throughout the contract period. Advisory, reprint and events revenues will continue to be recognized at the point in time as control is transferred to the customer, which will generally be when the client has physical possession of the good(s) or upon completion of the service(s). The Company expects that most of its consulting contracts will continue to be recognized over time, while some contracts may be required to be recognized at a point in time upon completion of the project.

~~The following changes are anticipated under the new standard:~~

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

•

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

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

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases~~. The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for the Company on January 1, 2019. The adoption of this standard is expectedaggregate, to have a material ~~impact~~adverse effect on the ~~Company’s~~Company's financial position, ~~as virtually all leases~~results of operations or cash flows, although the effect could be material to the Company's consolidated results of operations or consolidated cash flows for any interim reporting period.

Note 16 — Subsequent Events

In May 2023, the Company implemented a reduction of approximately 8% of its workforce across various geographies and functions to better align its cost structure with its revised revenue outlook for the year, and to streamline its sales and consulting organizations to more efficiently go to market in support of driving contract value growth in the future. In addition, the Company will ~~be recorded on~~close certain of its smaller offices both inside and outside the ~~balance sheets as a right-of-use asset~~U.S. in order to reduce facility costs and ~~a lease liability.~~better match its facilities to its hybrid work strategy. The Company ~~is currently evaluating~~anticipates total costs for this action to be in a range of $10.0 million to $11.0 million, inclusive of non-cash lease impairment costs of approximately $2.0 million, with the ~~potential impact that this standard may have on its results of operations.~~

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

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies certain aspects~~majority of the ~~statement of~~ cash flows, including contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees, among others. The new standard willcosts to be ~~effective for the Company on January 1, 2018. The adoption of this standard is not expected to have a material impact on the Company’s statements of cash flows upon adoption.~~expended during 2023.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment~~. The new standard simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and requires that instead, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The new standard will be effective for the Company on January 1, 2020. The adoption of this standard is not expected to have a material impact on the Company’s financial position or results of operations.

ITEM 2. ~~MANAGEMENT’S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OFOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “plans,” “estimates,” or similar expressions are intended to identify these forward-looking statements. Reference is made in particular to our statements about changing stakeholder expectations, migration of our ~~plans for~~clients into our Forrester Decisions products, 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, ~~future growth rates, future tax rates, future operating cash flows, future dividends, future share repurchases and~~ the adequacy of our cash, ~~marketable investments~~ and cash flows to satisfy our working capital and capital ~~expenditures.~~expenditures, and the anticipated impact of accounting standards. These statements are based on our current plans and expectations and involve risks and ~~uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements.~~uncertainties. Important factors that could cause actual future activities and results to differ include, among others, our ability to retain and enrich ~~memberships for~~subscriptions to, and licenses of, our ~~research, data and leadership board~~Research products and services, our ability to fulfill existing or generate new ~~project~~ consulting engagements and advisory services, our ability to generate and increase demand for the ~~impact of our evolving customer engagement model,~~Events we host, any adverse economic conditions that result in a reduction in technology spending ~~the~~or demand for our products and services, our international operations expose us to a variety of operational risks ~~and challenges inherent in international business activities,~~which could negatively impact us, our ability to offer new products and services, our dependence on key personnel, our ~~ability to realize anticipated benefits from internal reorganizations, the~~ ability to attract and retain qualified professional staff, our ability to respond to business and economic conditions and market trends, the impact of our outstanding debt, competition and industry consolidation, possible variations in our quarterly operating results, concentration of our stock ownership, the possibility of network disruptions and security breaches, ~~competition and industry consolidation,~~ our ability to enforce and protect our intellectual property rights, compliance with privacy laws, ~~possible variations in our quarterly operating results,~~ taxation risks, ~~concentration of~~risks related to health epidemics that could adversely impact our ~~stock ownership~~business and any weakness identified in our system of internal controls. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

We derive revenues from ~~memberships~~subscriptions to our Research products and ~~sales~~services, licensing electronic “reprints” of our Research, ~~Connect~~performing consulting projects and ~~Data products and services, performing~~ advisory services, ~~and consulting projects,~~ and hosting events. We offer contracts for our Research ~~Connect and Data~~ products that are typically renewable annually and payable in advance. ~~Membership revenues~~Subscription products are recognized as revenue ~~ratably~~ over the term of the contract. Accordingly, a substantial portion of our billings are initially recorded as deferred revenue. Reprints include an obligation to deliver a customer-selected research document and certain usage data provided through an on-line platform, which represents two performance obligations. We recognize revenue for the performance obligation for the data portion of the reprint ratably over the license term. We recognize revenue for the performance obligation for the research document at the time of providing access to the document. Billings for licensing of reprints are initially recorded as deferred revenue. Clients purchase consulting projects and advisory services independently and/or to supplement their ~~memberships~~access to our subscription-based products. Billings attributable to advisory services and consulting projects are initially recorded as deferred revenue. Advisory service revenues, such as workshops, speeches and advisory days, are recognized when the customer receives the agreed upon deliverable. Consulting project revenues, which ~~generally~~ are ~~short-term in nature and~~ based upon fixed-fee agreements, are recognized as the services are provided. ~~Event billings~~Advisory service revenues, such as speeches and advisory days, are recognized when the service is complete or the customer receives the agreed upon deliverable. Billings attributable to consulting projects and advisory services are initially recorded as deferred revenue. Events revenues consist of ticket and sponsorship sales for a Forrester-hosted event. Billings for events are also initially recorded as deferred revenue and are recognized as revenue upon completion of each event.

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

~~Deferred revenue, agreement~~Our key metrics focus on our contract value ("CV") products. We are focusing on CV products as these products are our most profitable products and historically our contracts for CV products have renewed at high rates (as measured by our client retention and wallet retention metrics). Our CV products make up essentially all of our research revenues.

We calculate CV at the foreign currency rates used for internal planning purposes each year. For comparative purposes, we have recast historical CV at the current year foreign currency rates. We have included the recast CV metric below for the three months

ended March 31, 2022, and we have also provided recast CV amounts dating back to the first quarter of 2021, on the investor relations section of our website.

Contract value, client retention, ~~dollar~~wallet retention, ~~enrichment~~ and number of clients are metrics that we believe are important to understanding our ~~business. We believe that the amount of deferred revenue, along with the agreement value of contracts to purchase~~ research ~~and advisory services, provide a significant measure of our business activity.~~business. We define these metrics as follows:

•

~~Deferred revenue~~Contract value (CV) — ~~billings in advance~~is defined as the value attributable to all of ~~revenue recognition~~our recurring research-related contracts. Contract value is calculated as of the ~~measurement date.~~

~~Agreement~~annualized value ~~— the total revenues recognizable from~~ of all contracts in ~~force~~effect at a ~~given~~specific point in time, ~~(but not including advisory-only contracts),~~ 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 delivered. 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 ~~with memberships expiring during~~(defined as all clients that buy a CV product) at the ~~most recent twelve-month period~~prior year measurement date that ~~renewed one or more of those memberships during that same period.~~

have active contracts at the current year measurement date.

•

~~Dollar~~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 ~~dollar~~annualized contract value ~~of client membership contracts expiring during~~from a year ago.

•

Clients — is calculated at the ~~most recent twelve-month period, which are renewed in whole or in part,~~enterprise level as ~~a percentage of the dollar value of~~ all ~~expiring client membership contracts during the same period.~~

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

clients that have an active CV contract.

•

~~Clients~~ — we aggregate the various divisions and subsidiaries of a corporate parent as a single client and we also aggregate separate instrumentalities of the federal, state, and provincial governments as a single client.

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


	As of						Absolute			Percentage
	March 31,						Increase			Increase
	2023			2022			(Decrease)			(Decrease)
Contract value	$	347.3		$	347.3		$	—			(—	%)
Client retention		74	%		77	%	(3) points				—
Wallet retention		92	%		103	%	(11) points				—
Number of clients		2,678			2,945			(267	)		(9	%)

As of

Absolute

Percentage

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

Deferred revenue

$
132.9

$
126.2

$
6.7

5
%
Agreement value

$
237.8

$
241.1

$
(3.3
)

(1
%)
Client retention

76
%

76
%

—

—

Dollar retention

88
%

88
%

—

—

Enrichment

94
%

95
%

(1
)

(1
%)
Number of clients

2,393

2,482

(89
)

(4
%)

~~Deferred revenue~~Contract value at ~~September 30, 2017 increased 5% compared to~~March 31, 2023 was consistent with the prior ~~year. The increase in deferred revenue is a result of contract billings in excess of revenue recognized due to an increase in contract bookings. Agreement value~~year period. Client retention decreased 1%by 3 percentage points and wallet retention decreased by 11 percentage points at ~~September 30, 2017~~March 31, 2023 compared to the prior year period, and ~~after adjusting for the effect of foreign currency fluctuations, remained essentially flat~~wallet retention decreased by 3 percentage points compared to December 31, 2022. The decrease in our retention rates and number of clients is primarily attributable 1) macroeconomic conditions affecting our client base including a) funding and budget pressure on our smaller technology clients and b) the ~~prior year. Client retention rate~~uncertain economic conditions caused by high inflation, increasing interest rates, geopolitical turbulence, and ~~dollar retention rate both increased 1% compared~~the threat of recession, and 2) the ongoing transition of our client base to ~~the prior quarter~~our Forrester Decisions product platform that was launched in August 2021. The ongoing macroeconomic conditions and ~~were essentially flat compared~~product transition are anticipated to ~~the prior year period. Enrichment rate, although essentially consistent with the prior quarter, declined 1% compared to the prior year period.~~pressure our key metrics through 2023.

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles ~~generally accepted~~ in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our ~~policies and~~ estimates, including but not limited to, those related to our revenue recognition, ~~non-marketable investments,~~ goodwill, intangible and other ~~intangible~~long-lived assets, and income taxes. Management bases its estimates on historical experience, data available at the time the estimates are made, and various ~~other~~ assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our ~~other~~ critical accounting ~~policies and~~ estimates are described in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022.

Results of Operations

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Revenues:

Research services

67.5
%

68.1
%

64.9
%

66.4
%
Advisory services and events

32.5

31.9

35.1

33.6

Total revenues

100.0

100.0

100.0

100.0

Operating expenses:

Cost of services and fulfillment

40.4

38.6

40.8

39.3

Selling and marketing

36.4

35.8

36.5

36.1

General and administrative

12.6

13.0

12.4

12.5

Depreciation

2.0

2.5

2.0

2.5

Amortization of intangible assets

0.2

0.3

0.2

0.2

Reorganization costs

—

—

—

0.4

Income from operations

8.4

9.8

8.1

9.0

Other income, net

0.2

0.3

0.1

0.1

Losses on investments, net

(1.0
)

(1.5
)

(0.4
)

(0.5
)
Income before income taxes

7.6

8.6

7.8

8.6

Income tax provision

2.7

4.6

2.5

3.7

Net income

4.9
%

4.0
%

5.3
%

4.9
%


	Three Months Ended
	March 31,
	2023			2022
Revenues:
Research revenues		71.2	%		68.6	%
Consulting revenues		27.9			30.8
Events revenues		0.9			0.6
Total revenues		100.0			100.0
Operating expenses:
Cost of services and fulfillment		43.4			42.6
Selling and marketing		36.5			35.2
General and administrative		18.7			12.4
Depreciation		1.9			1.8
Amortization of intangible assets		2.7			2.6
Restructuring costs		1.3			—
Income (loss) from operations		(4.5	)		5.4
Interest expense		(0.7	)		(0.5	)
Other income (expense), net		0.5			(0.2	)
Gain on investments, net		—			0.3
Income (loss) before income taxes		(4.7	)		5.0
Income tax expense (benefit)		(1.1	)		1.5
Net income (loss)		(3.6	%)		3.5	%

Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022

Revenues

Three Months Ended

Absolute

Percentage

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

(dollars in millions)

Revenues

$
80.4

$
77.4

$
3.0

4
%
Revenues from research services

$
54.2

$
52.7

$
1.5

3
%
Revenues from advisory services and events

$
26.1

$
24.7

$
1.4

6
%
Revenues attributable to customers outside of the U.S.

$
19.2

$
17.4

$
1.8

10
%
Percentage of revenue attributable to customers
outside of the U.S.

24
%

22
%

2

9
%
Number of events

3

3

—

—

Nine Months Ended

Absolute

Percentage

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

(dollars in millions)

Revenues

$
247.3

$
242.6

$
4.7

2
%
Revenues from research services

$
160.6

$
161.0

$
(0.4
)

—

Revenues from advisory services and events

$
86.7

$
81.7

$
5.0

6
%
Revenues attributable to customers outside of the U.S.

$
55.7

$
55.4

$
0.3

1
%
Percentage of revenue attributable to customers outside of
the U.S.

23
%

23
%

—

—

Number of events

9

10

(1
)

(10
%)


	Three Months Ended						Absolute			Percentage
	March 31,						Increase			Increase
	2023			2022			(Decrease)			(Decrease)
	(dollars in millions)
Total revenues	$	113.7		$	125.0		$	(11.3	)		(9	%)
Research revenues	$	80.9		$	85.8		$	(4.9	)		(6	%)
Consulting revenues	$	31.8		$	38.4		$	(6.7	)		(17	%)
Events revenues	$	1.0		$	0.8		$	0.3			33	%
Revenues attributable to customers outside of the U.S.	$	25.2		$	27.5		$	(2.3	)		(8	%)
Percentage of revenue attributable to customers outside of the U.S.		22	%		22	%		—			—

Total revenues ~~increased 4% and 2%~~decreased 9% during the three ~~and nine~~ months ended ~~September 30, 2017 respectively,~~March 31, 2023 compared to the prior year ~~periods. After adjusting for~~period, and decreased by 8% when excluding the effect of changes in foreign ~~currency fluctuations, the revenue increase was 3% during the three months ended September 30, 2017 and remained at 2% for the nine months ended September 30, 2017.~~currencies. Revenues from customers outside the U.S. ~~increased 10% and 1% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods and increased~~decreased 8% and 2%, respectively, after adjusting for the effects of foreign currency fluctuations. Revenues from customers outside of the U.S. represented 24% of total revenues for the three months ended September 30, 2017 and after adjusting for

the effect of foreign currency fluctuations, represented 23% of total revenues compared to 22% in the prior year period. The increase in the percentage of revenues attributable to customers outside of the U.S. during the three months ended ~~September 30, 2017 was principally due to an increase in revenues in Canada~~March 31, 2023, and the Asia Pacific region. Revenues from customers outside of the U.S. represented 23% of total revenues during the nine months ended September 30, 2017 and remained essentially flat compared to the prior year period, reflecting growth in revenues in the Asia Pacific region that was offsetdecreased by ~~a decline in revenues in Europe. There was no material~~approximately 4% when excluding the effect of changes in foreign ~~currency fluctuations on revenues from customers outside of the U.S. as a percent of total revenues during the nine months ended September 30, 2017.~~currencies.

Research ~~services~~ revenues are recognized as revenue primarily on a ratable basis over the term of the contracts, which are generally ~~twelve-month~~12 or 24-month periods. Research ~~services~~ revenues ~~increased 3%~~decreased 6% during the three months ended ~~September 30, 2017 and was essentially flat during the nine months ended September 30, 2017,~~March 31, 2023 compared to the prior year ~~periods. Currency fluctuations had~~period, and decreased by 5% when excluding the effect of ~~increasing~~changes in foreign currencies. The decrease in revenues was primarily due to flat CV growth, with revenue ~~growth~~from subscription research products growing 2%, offset by 1%a decline in revenue from our reprint product and our other smaller and discontinued products during the current quarter.

Consulting revenues decreased 17% during the three months ended September 30, 2017 and had an insignificant effect in the nine months ended September 30, 2017. The increase in revenues for the three months ended September 30, 2017 was primarily driven by an increase in revenue for our Reprints and Connect products. During the nine months ended September 30, 2017, a decline in revenue for our Data products and a slight decline in revenue for our Research products was offset by an increase in revenue for our Reprints and Connect products.

~~Revenues from advisory services and events increased 6% during both the three and nine months ended September 30, 2017~~March 31, 2023 compared to the prior year ~~periods and increased 5% and 6%, respectively, after adjusting for the effect of foreign currency fluctuations.~~period. The ~~increase~~decrease in revenues ~~for the three months ended September 30, 2017~~ was ~~principally~~ due to ~~increases~~both a decrease in ~~both~~delivery of advisory ~~and events revenues, that was partially offset~~services by our research analysts, as well as a ~~slight decline~~decrease in delivery of consulting ~~revenues. The increase in revenues for the nine months ended September 30, 2017 was principally due to growth in~~services by our consulting ~~and events revenues.~~ organization.

Events revenues ~~increased 158% and 14% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods. The increase in events revenues~~were insignificant during the three months ended ~~September 30, 2017 was primarily due to revenue from a new event~~March 31, 2023 and 2022 as no events were held ~~in the U.S.~~ during ~~the current year period that exceeded the decline in revenue resulting from the discontinuation of a small event in the Asia Pacific region~~. The increase in events revenues during the nine months ended September 30, 2017 was due an increase in sponsorship revenues that offset having held one less event in the Asia Pacific region in the current year compared to the prior year.either period.

~~Please refer~~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

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

Cost of services and fulfillment (dollars in millions)

$
32.5

$
29.9

$
2.6

9
%
Cost of services and fulfillment as a percentage of
total revenues

40.4
%

38.6
%

1.8

5
%
Service and fulfillment employees
(at end of period)

593

571

22

4
%

Nine Months Ended

Absolute

Percentage

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

Cost of services and fulfillment (dollars in millions)

$
100.8

$
95.4

$
5.4

6
%
Cost of services and fulfillment as a percentage of total
Revenues

40.8
%

39.3
%

1.5

4
%


	Three Months Ended						Absolute			Percentage
	March 31,						Increase			Increase
	2023			2022			(Decrease)			(Decrease)
Cost of services and fulfillment (dollars in millions)	$	49.3		$	53.3		$	(4.0	)		(7	%)
Cost of services and fulfillment as a percentage of total revenues		43	%		43	%		—			—
Service and fulfillment employees (at end of period)		873			847			26			3	%

Cost of services and fulfillment expenses ~~increased 9%~~decreased 7% during the three months ended ~~September 30, 2017~~March 31, 2023 compared to the prior year period, and ~~after adjusting for~~decreased by 6% when excluding the effect of changes in foreign ~~currency fluctuations, increased 8%.~~currencies. The ~~increase in dollars~~decrease was primarily due to (1) a ~~$1.4~~$2.7 million ~~increase~~decrease in professional services costs primarily due to a decrease in contractor costs, outsourced expenses, consulting fees, and survey costs, (2) a $0.9 million decrease in compensation and benefit costs ~~resulting principally from~~due to a decrease in both incentive bonus costs and benefit costs (due to the introduction of the flexible vacation and personal paid time off policy in the United States), which were partially offset by an increase in ~~employees~~salary costs due to an increase in headcount, and (3) a $0.6 million decrease in facilities costs due to a decrease in variable lease expense.

Selling and Marketing


	Three Months Ended						Absolute			Percentage
	March 31,						Increase			Increase
	2023			2022			(Decrease)			(Decrease)
Selling and marketing expenses (dollars in millions)	$	41.5		$	44.0		$	(2.5	)		(6	%)
Selling and marketing expenses as a percentage of total revenues		37	%		35	%	2 points				—
Selling and marketing employees (at end of period)		788			762			26			3	%

Selling and marketing expenses decreased 6% during the three months ended March 31, 2023 compared to the prior year period, and ~~annual merit increases, (2)~~decreased by 5% when excluding the effect of changes in foreign currencies. The decrease was primarily due to (1) a ~~$0.3~~$1.6 million decrease in compensation and benefit costs due a decrease in commissions expense, incentive bonus costs, and benefit costs, which were partially offset by an increase in ~~event expenses~~salary costs due to an increase in headcount and ~~(3)~~(2) a $0.5 million ~~increase~~decrease in ~~professional services costs.~~facilities costs due to a decrease in variable lease expense.

General and Administrative

~~Cost of services~~


	Three Months Ended						Absolute		Percentage
	March 31,						Increase		Increase
	2023			2022			(Decrease)		(Decrease)
General and administrative expenses (dollars in millions)	$	21.2		$	15.5		$	5.7		37	%
General and administrative expenses as a percentage of total revenues		19	%		12	%	7 points			—
General and administrative employees (at end of period)		304			261			43		16	%

General and ~~fulfillment~~administrative expenses increased 6%37% during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 compared to the prior year period, and ~~after adjusting for~~increased by 38% when excluding the effect of changes in foreign ~~currency fluctuations, increased 7%.~~currencies. The increase ~~in dollars~~ was primarily due to (1) a ~~$2.8~~$4.8 million provision for a preliminary legal settlement for a wage-related matter and (2) a $0.3 million increase in compensation ~~and benefit costs, resulting principally from~~due to an increase in headcount, which was partially offset by lower incentive bonus and benefit costs.

Depreciation

Depreciation expense was consistent during the three months ended March 31, 2023 compared to the prior year period.

Amortization of Intangible Assets

Amortization expense was consistent during the three months ended March 31, 2023 compared to the prior year period.

Restructuring

In January 2023, we implemented a reduction in our workforce of approximately 4% of our employees across various geographies and functions to streamline operations. We recorded $4.3 million of severance and related costs for this action during the fourth quarter of 2022, and $0.6 million during the first quarter of 2023. We recorded a restructuring charge of $5.0 million during the fourth quarter of 2022 related to closing one floor of our offices in California, of which$3.7 million related to an impairment of a right-of-use asset and $1.3 million related to an impairment of leasehold improvements. During the first quarter of 2023, we recorded an incremental $0.4 million impairment to our California office. We also recorded a $0.6 million charge during the first quarter of 2023 for the write-off of a previously capitalized software project. We expect all of the severance and related costs for this plan to be paid during 2023.

Interest Expense

Interest expense consists of interest on our borrowings and in 2022 also included realized gains and losses on the related interest rate swap. Interest expense increased by $0.2 million during the three months ended March 31, 2023 compared to the prior year period ~~and annual merit increases, (2) a $1.0 million~~due to an increase in ~~event expenses~~the annualized interest rate on our borrowing partially offset by lower average outstanding borrowings.

Other Income (Expense), Net

Other income (expense), net primarily consists of gains and ~~(3) a $0.7~~losses on foreign currency, gains and losses on foreign currency forward contracts, and interest income. Other income (expense), net increased $0.8 million ~~increase in professional services costs.~~

~~Selling and Marketing~~

Three Months Ended

Absolute

Percentage

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

Selling and marketing expenses (dollars in millions)

$
29.2

$
27.8

$
1.4

5
%
Selling and marketing expenses as a percentage of
total revenues

36.4
%

35.8
%

0.6

2
%
Selling and marketing employees (at end of period)

589

572

17

3
%

Nine Months Ended

Absolute

Percentage

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

Selling and marketing expenses (dollars in millions)

$
90.4

$
87.5

$
2.9

3
%
Selling and marketing expenses as a percentage of total
revenues

36.5
%

36.1
%

0.4

1
%

~~Selling and marketing expenses increased 5%~~ during the three months ended September 30, 2017 compared to the prior year period. The increase in dollars was primarily due to a $1.5 million increase in compensation and benefit costs, resulting from an increase in sales employees, annual merit increases, and an increase in incentive bonuses compared to the prior year period. There was no material effect of foreign currency fluctuations on selling and marketing expenses during the three months ended September 30, 2017.

Selling and marketing expenses increased 3% during the nine months ended September 30, 2017 compared to the prior year period and after adjusting for the effect of foreign currency fluctuations, increased 4%. The increase in dollars was primarily due to a $3.4 million increase in compensation and benefit costs, resulting from an increase in sales employees, annual merit increases, an increase in incentive bonuses and an increase in severance costs compared to the prior year period. This increase was partially offset by a $0.8 million decrease in travel and entertainment expenses primarily resulting from a reduction in expense for our annual sales conference.

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

~~General and Administrative~~

Three Months Ended

Absolute

Percentage

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

General and administrative expenses (dollars in millions)

$
10.1

$
10.1

$
—

—

General and administrative expenses as a percentage of
total revenues

12.6
%

13.0
%

(0.4
)

(3
%)
General and administrative employees (at end of period)

192

189

3

2
%

Nine Months Ended

Absolute

Percentage

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

General and administrative expenses (dollars in millions)

$
30.7

$
30.4

$
0.3

1
%
General and administrative expenses as a percentage of
total revenues

12.4
%

12.5
%

(0.1
)

(1
%)

~~General and administrative expenses remained essentially flat during the three months ended September 30, 2017~~2023 compared to the prior year period primarily due to a $0.5 million decrease in professional services expense that was offset by (1) a $0.3 million increase in stock compensation expense and (2) a $0.1 million increase in compensation and benefits costs. There was no material effect of foreign currency fluctuations on general and administrative expenses during the three months ended September 30, 2017.

General and administrative expenses increased 1% during the nine months ended September 30, 2017 compared to the prior year period and after adjusting for the effect of foreign currency fluctuations, increased 2%. The increase in dollars was primarily due to (1) a $0.8 million increase in compensation and benefit costs resulting from an increase in headcount and annual merit increases compared to the prior year period, (2) a $0.6 million increase in stock compensation costs and (3) a $0.2 million increase in hiring and relocation expense. These increases were partially offset by a $1.4 million decrease in professional services expense.

~~Depreciation~~

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

~~Amortization of Intangible Assets~~

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

~~Reorganization Costs~~

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

~~Other Income, Net~~

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

~~Losses~~Gain on Investments, Net

~~Losses~~Gain on investments, net primarily represents our share of equity method investment gains and losses from our technology-related investment funds. ~~The decrease in investment losses~~Gain on investments, net decreased $0.4 million during the three ~~and nine~~ months ended ~~September 30, 2017 is primarily~~March 31, 2023 compared to the prior year period. The decrease was due to a decrease in investment ~~losses incurred~~gains generated by the underlying ~~funds as compared to the prior year periods.~~funds.

~~Provision for~~ Income ~~Taxes~~Tax (Benefit) Expense

	Three Months Ended						Absolute			Percentage
	September 30,						Increase			Increase			Three Months Ended						Absolute			Percentage
	2017			2016			(Decrease)			(Decrease)			March 31,						Increase			Increase
Provision for income taxes (dollars in millions)	$	2.2		$	3.6		$	(1.4	)		(39	%)
													2023			2022			(Decrease)			(Decrease)
Provision (benefit) for income taxes (dollars in millions)													$	(1.3	)	$	1.9		$	(3.2	)		(170	%)
Effective tax rate		35.4	%		53.5	%		(18.1	)		(34	%)		24	%		31	%	(7) points				—

Nine Months Ended

Absolute

Percentage

September 30,

Increase

Increase

2017

2016

(Decrease)

(Decrease)

Provision for income taxes (dollars in millions)

$
6.3

$
9.1

$
(2.8
)

(31
%)
Effective tax rate

32.6
%

43.4
%

(10.8
)

(25
%)

Income tax (benefit) expense ~~for~~decreased by $3.2 million during the ~~nine~~three months ended September 30, 2017 was $6.3 million resulting in an effective tax rate of 32.6% for the period. Income tax expense for the nine months ended September 30, 2016 was $9.1 million resulting in an effective tax rate of 43.4% for the period. The decrease in the effective tax rate ~~during the nine months ended September 30, 2017~~March 31, 2023 compared to the prior year period ~~was~~primarily due ~~primarily~~ to the ~~recognition of a $1.3 million benefit~~decrease in income from the settlement of a tax audit in the first quarter of 2017 and the recognition of approximately $0.3 million of windfall tax benefits from the settlement of options and restricted stock units during the third quarter of 2017. In addition, in 2016 an additional $0.6 million of tax expense was incurred due to a valuation allowance on a capital loss generated from one of our investments.operations. For the full year ~~2017,~~2023, we anticipate that our effective tax rate will be approximately ~~35%~~38%.

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

~~The Product segment includes~~addition to the ~~costs~~cost of the product management organization that is responsible for product pricing and packaging and the launch of new products. In addition, this segment includes the costs of our Data, Connect and Events organizations. Revenue in this segment includes all of our revenue (including Research and Connect) except for revenue from advisory services and project consulting services that are delivered by personnel in the Research and Project Consulting segments.

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

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, ~~certain client support expenses,~~ general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, ~~reorganization~~restructuring costs, interest and other income (expense), and ~~losses~~gains on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements.

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

Project

Product

Research

Consulting

Consolidated

Three Months Ended September 30, 2017

Research services revenues

$
54,235

$
—

$
—

$
54,235

Advisory services and events revenues

3,353

10,379

12,402

26,134

Total segment revenues

57,588

10,379

12,402

80,369

Segment expenses

9,764

11,953

6,443

28,160

Contribution margin (loss)

47,824

(1,574
)

5,959

52,209

Year over year revenue change

5
%

—

3
%

4
%
Year over year expense change

10
%

3
%

17
%

8
%

Project

Product

Research

Consulting

Consolidated

Nine Months Ended September 30, 2017

Research services revenues

$
160,553

$
—

$
—

$
160,553

Advisory services and events revenues

15,714

32,279

38,750

86,743

Total segment revenues

176,267

32,279

38,750

247,296

Segment expenses

32,788

36,510

18,886

88,184

Contribution margin (loss)

143,479

(4,231
)

19,864

159,112

Year over year revenue change

1
%

(3
%)

13
%

2
%
Year over year expense change

8
%

1
%

8
%

5
%

~~Product~~


	Research Segment			Consulting Segment			Events Segment			Consolidated
	(dollars in thousands)
Three Months Ended March 31, 2023
Research revenues	$	80,906		$	—		$	—		$	80,906
Consulting revenues		7,919			23,831			—			31,750
Events revenues		—			—			1,014			1,014
Total segment revenues		88,825			23,831			1,014			113,670
Segment expenses		(35,507	)		(12,353	)		(1,631	)		(49,491	)
Year over year revenue change		(8	%)		(13	%)		33	%		(9	%)
Year over year expense change		4	%		(14	%)		(7	%)		(2	%)


	Research Segment			Consulting Segment			Events Segment			Consolidated
	(dollars in thousands)
Three Months Ended March 31, 2022
Research revenues	$	85,780		$	—		$	—		$	85,780
Consulting revenues		11,190			27,241			—			38,431
Events revenues		—			—			760			760
Total segment revenues		96,970			27,241			760			124,971
Segment expenses		(34,180	)		(14,317	)		(1,751	)		(50,248	)

Research segment revenues ~~increased 5% and 1%~~ decreased 8%during the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2023 compared to the prior year ~~periods. Research services revenues increased~~ 3~~% during~~period. For the three months ended ~~September 30, 2017 and remained essentially flat during the nine months ended September 30, 2017 compared to the prior year periods. The increase in~~March 31, 2023, research ~~services~~product revenues ~~for the three months ended September 30, 2017 was principally driven by an increase in revenues for our Reprints and Connect products.~~ During the nine months ended September 30, 2017 a decline in revenues for our Data products and a slight decline in revenues for our Research products were offset by an increase in revenues for our Reprints and Connect products. Advisory services and events revenues, which is comprised of data consulting and events revenues inwithin this segment increased 44% and 11% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods. The increase in advisory services and events revenues during the three months ended September 30, 2017decreased 6%, which was primarily due to ~~a $0.4 million increase in data consulting revenues and a $0.7 million increase in Events revenues. The increase in Events revenues was primarily due to~~flat CV growth, with revenue from a new event held in the U.S. during the current year period that exceeded the decline in revenue resulting from the discontinuation of a small event in the Asia Pacific region. The increase in advisory services and events revenues during the nine months ended September 30, 2017 was primarily due to a $0.8 million increase in data consulting revenues and a $1.0 million increase in Events revenues. The increase in Events revenues was due to an increase in sponsorship revenues that offset having held one less event in the Asia Pacific region in the current year compared to the prior year. Product segment expenses increased 10% and 8% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods primarily due to an increase in compensation and benefit costs due to an increase in employees and an increase in events expenses driven by increased attendance at the events.

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

~~Project Consulting segment revenues increased 3% and 13% during the three and nine months ended September 30, 2017, respectively, compared to the prior year periods due primarily to growth in~~ our ~~content marketing group, that was partially~~subscription research products growing 2%, offset by a decline in revenue from our ~~strategic~~reprint product and our other smaller and discontinued products during the quarter. For the three months ended March 31, 2023, consulting ~~group. We expect revenue growth rates~~product revenues within this segment decreased 29% primarily due to ~~be at a single digit level~~decreased delivery of consulting and advisory services by our research analysts due primarily to lower client bookings for ~~the fourth quarter of the year. Project Consulting~~these services.

Research segment expenses increased ~~17% and 8%~~4% during the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2023 compared to the prior year ~~periods.~~period. The increase in expenses during the three months ~~and nine months~~ ended ~~September 30, 2017~~March 31, 2023 was primarily due to an(1) a $1.9 million increase in compensation and benefit costs ~~of $0.5~~primarily due to an increase headcount, partially offset by (2) a $0.9 million decrease in professional services due to a decrease in contractor costs, consulting fees, and ~~$1.0 million, respectively,~~survey costs.

Consulting segment revenues decreased 13% during the three months ended March 31, 2023 compared to the prior year ~~periods.~~period. The decrease in revenues during the three months ended March 31, 2023 was primarily due to lower demand for our content marketing and strategy consulting offerings due to the macroeconomic environment and our continued focus on contract value products.

Consulting segment expenses decreased 14% during the three months ended March 31, 2023 compared to the prior year period. The decrease in expenses during the three months ended March 31, 2023 was primarily due to (1) a $1.3 million decrease in professional services primarily due to a decrease in contractor costs and consulting fees and (2) a $0.6 million decrease in outsourced expenses.

Event segment revenues were insignificant during the three months ended March 31, 2023 and 2022 as no events were held during either period.

Event segment expenses were insignificant during the three months ended March 31, 2023 and 2022 as no events were held during either period.

Liquidity and Capital Resources

We have historically financed our operations primarily through funds generated from operations. ~~Memberships for research services,~~Research revenues, which constituted approximately ~~65%~~71% of our revenues during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2023, are generally renewable annually and are typically payable in advance. We generated cash from operating activities of ~~$36.9~~$12.3 million and ~~$38.3~~$22.7 million during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~2022, respectively. The ~~$1.4~~$10.4 million decrease in cash provided from operations for the ~~nine~~three months ended ~~September 30, 2017 was primarily attributable~~March 31, 2023 compared to ~~a $1.7 million decrease in cash generated from working capital. The decrease in cash from working capital~~the prior year period was primarily due to ~~increases in cash used for income taxes and cash used for accounts payable that were partially offset by a~~an $8.2 million decrease in ~~the use of cash for accrued salary expense resulting from a change in~~net income and the timing of ~~payroll~~certain benefit payments. ~~We expect cash from operating activities for the full year 2017 to be in the range of $37.0 to $41.0 million.~~

During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023, we generated ~~$1.4 million of~~ cash from investing activities ~~consisting~~of $1.3 million primarily ~~of $7.0~~from $3.0 million in net ~~proceeds from sales and~~ maturities of marketable investments ~~that was~~ partially offset by ~~$5.8~~$1.6 million of purchases of property and ~~equipment. Property~~equipment, primarily consisting of computer software. During the three months ended March 31, 2022, we used cash in investing activities of $1.9 million

primarily for $1.3 million for purchases of property and equipment, ~~purchases during 2017 consisted~~ primarily consisting of computer ~~equipment,~~ software and leasehold improvements for our new office location in Nashville. During the nine months ended September 30, 2016, we used $18.9 million of cash from investing activities, consisting primarily of $15.5equipment and $0.7 million in net purchases of marketable ~~investments and $3.3 million of purchases of property and equipment. Property and equipment purchases during 2016 consisted primarily of computer equipment and software.~~investments.

We used ~~$38.8~~$14.2 million of cash from financing activities during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 primarily due to ~~the use~~$15.0 million of ~~$40.0 million for purchases~~discretionary repayments of our ~~common stock and $10.2 million for the payment of dividends, at $0.19 per share in each of the first three quarters of 2017~~revolving credit facility, as well as ~~$2.5~~$1.1 million in taxes paid related to net share settlements of restricted stock units, ~~which were~~ partially offset by ~~$13.9~~$1.8 million of net proceeds from the ~~exercise~~issuance of common stock ~~options and~~under our ~~employee stock purchase plan.~~stock-based incentive plans. We used ~~$1.8~~$22.7 million of cash ~~from~~in financing activities during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2022 primarily due to $15.0 million of discretionary repayments of our revolving credit facility and $9.5 million for ~~the payment~~purchases of ~~dividends totaling $9.7 million, at $0.18 per share in each of the first three quarters of 2016, as well as $2.1 million in taxes paid related to net share settlements of restricted~~our common stock, ~~units, which was~~ partially offset by ~~$10.0~~$1.9 million of net proceeds from the ~~exercise~~issuance of common stock ~~options and~~under our ~~employee stock purchase plan.~~

stock-based incentive plans. As of ~~September 30, 2017~~March 31, 2023, our remaining stock repurchase authorization was approximately ~~$20.1~~$75.0 million.

The Company has a credit facility that provides up to $150.0 million of revolving credit commitments. The credit facility has a balance of $35.0 million at March 31, 2023 and matures in December of 2026. The credit facility permits the Company to increase the revolving credit commitments in an aggregate principal amount up to $50.0 million, subject to approval by the administrative agent and certain customary terms and conditions.

The credit facility 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, our 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 ~~plan~~were in full compliance with the covenants as of March 31, 2023 and expect to ~~repurchase our common stock as market conditions warrant.~~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 8 years. As of ~~September 30, 2017,~~March 31, 2023, remaining non-cancelable lease payments are due as follows: $12.5 million in 2023, $31.0 million within 2024 and 2025, $18.2 million within 2026 and 2027, and $8.8 million beyond 2027.

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

As of March 31, 2023, we had cash, ~~and~~ cash equivalents, ~~of $80.0 million~~ and marketable investments of ~~$54.0~~$121.0 million. ~~These balances include $61.6~~This balance includes $88.7 million held outside of the U.S. If ~~these funds~~the cash outside of the U.S. ~~are~~is needed for operations in the U.S., we would be required to accrue and pay U.S. state taxes and may be required to pay withholding taxes to foreign jurisdictions to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate these funds for our U.S. operations. We ~~do not currently have a line of credit and do not presently anticipate the need to access a line of credit in the foreseeable future except in the case of a significant acquisition. We~~ believe that our current cash balance ~~marketable investments,~~ and cash flows from operations will satisfy working capital, financing activities, and capital expenditure requirements for the next twelve ~~months.~~months and to meet our known long-term cash requirements.

~~Contractual Obligations~~

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

~~Off-Balance Sheet Arrangements~~

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

Recent Accounting Pronouncements

~~See~~Refer to Note 1 ~~and Note 10 of~~– Interim Consolidated Financial Statements in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements including the expected dates of adoption and effects on results of operations and financial condition.

Critical Accounting Policies and Estimates

For information regarding our critical accounting policies and estimates, please refer to Note 1, "Summary of Significant Accounting Policies" and Item 7, “Critical Accounting Estimates” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There have been no material changes to the critical accounting policies and estimates previously disclosed in that report.

ITEM 3. QUANTITATIVE AND ~~QUALITATIVE~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our assessment of our sensitivity to market risk since our presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined under Securities Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of ~~September 30, 2017.~~March 31, 2023. Based upon their evaluation and subject to the foregoing, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance as of that date.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) ~~and 15d-15(f) under~~of the Exchange Act) that occurred during the quarter ended ~~September 30, 2017 that~~March 31, 2023, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. ~~OTHE~~ROTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in the "Note 15 - Contingencies", in Part I, Item 1 of this Quarterly Report is incorporate herein by reference.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2022, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K remain applicable to our business. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

Through ~~September 30, 2017,~~March 31, 2023, our Board of Directors authorized an aggregate ~~$485.0~~$585.0 million to purchase common stock under our stock repurchase program. During the quarter ended ~~September 30, 2017,~~March 31, 2023, we ~~purchased the following~~did not purchase any shares of our common stock under the stock repurchase ~~program:~~program.

Maximum Dollar

Value that May

Yet be Purchased

Total Number of

Average Price

Under the Stock

Period

Shares Purchased (1)

Paid per Share

Repurchase Program

(In thousands)

July 1 - July 30

32,065

$
39.69

August 1 - August 31

26,468

$
39.82

September 1 - September 30

30,359

$
40.01

88,892

$
20,100

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

~~(1)~~

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS


3.1		Restated Certificate of Incorporation of Forrester Research, Inc. (see Exhibit 3.1 to Registration Statement on Form S-1A filed on November 5, 1996)
~~31.1~~
3.2		Certificate of Amendment of the Certificate of Incorporation of Forrester Research, Inc. (see Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 1999)

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

3.4		Amended and Restated By-Laws of Forrester Research, Inc. (see Exhibit 3.4 to Annual Report on Form 10-K for the year ended December 31, 2022)

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

10.1		Second Amendment to Credit Agreement, dated as of April 25, 2023, among the Company, as borrower, SiriusDecisions, Inc. and Whitcomb Investments, Inc., each as subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. (filed herewith)

31.1		Certification of the Principal Executive Officer. (filed herewith)

31.2		Certification of the Principal Financial Officer. (filed herewith)

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

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

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (filed herewith)

101.SCH		Inline XBRL Taxonomy Extension Schema Document. (filed herewith)

~~101.SCH~~101.CAL		~~XBRL Taxonomy Extension Schema. (filed herewith)~~

~~101.CAL~~		Inline XBRL Taxonomy Extension Calculation ~~Linkbase.~~Linkbase Document. (filed herewith)

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

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

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

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

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


FORRESTER RESEARCH, INC.

By:		/s/ ~~Michael A. Doyle~~L. CHRISTIAN FINN
		~~Michael A. Doyle~~L. Christian Finn
		Chief Financial Officer (Principal financial officer)

Date: ~~November 7, 2017~~May 9, 2023

~~Exhibit Index~~

~~Exhibit~~ ~~No.~~		~~Document~~

~~31.1~~		~~Certification of the Principal Executive Officer. (filed herewith)~~

~~31.2~~		~~Certification of the Principal Financial Officer. (filed herewith)~~

~~32.1~~		~~Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)~~

~~32.2~~		~~Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)~~

~~101.INS~~		~~XBRL Instance Document. (filed herewith)~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema. (filed herewith)~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase. (filed herewith)~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase. (filed herewith)~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase. (filed herewith)~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase. (filed herewith)~~

							Total
	Net Unrealized Gain			Cumulative			Accumulated
	(Loss) on Marketable			Translation			Other Comprehensive
	Investments			Adjustment			Income (Loss)
Balance at January 1, 2017	$	(83	)	$	(7,490	)	$	(7,573	)
Foreign currency translation		—			4,905			4,905
Unrealized gain on investments, net of tax of $29		47			—			47
Balance at September 30, 2017	$	(36	)	$	(2,585	)	$	(2,621	)

	As of September 30, 2017
			Gross		Gross
	Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value
Federal agency obligations	$	1,800	$	—	$	(4	)	$	1,796
Corporate obligations		52,277		7		(61	)		52,223
Total	$	54,077	$	7	$	(65	)	$	54,019

	As of December 31, 2016
			Gross		Gross
	Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value
Federal agency obligations	$	1,800	$	—	$	(7	)	$	1,793
Corporate obligations		59,481		2		(129	)		59,354
Total	$	61,281	$	2	$	(136	)	$	61,147

	FY 2017		FY 2018		FY 2019		Total
Federal agency obligations	$	—	$	1,796	$	—	$	1,796
Corporate obligations		4,000		28,559		19,664		52,223
Total	$	4,000	$	30,355	$	19,664	$	54,019

						Project
	Product		Research			Consulting		Consolidated
Three Months Ended September 30, 2017
Research services revenues	$	54,235	$	—		$	—	$	54,235
Advisory services and events revenues		3,353		10,379			12,402		26,134
Total segment revenues		57,588		10,379			12,402		80,369
Segment expenses		9,764		11,953			6,443		28,160
Contribution margin (loss)		47,824		(1,574	)		5,959		52,209
Selling, marketing, administrative and other expenses									(45,263	)
Amortization of intangible assets									(197	)
Reorganization costs									—
Other income and losses on investments									(626	)
Income before income taxes								$	6,123

					Maximum Dollar
					Value that May
					Yet be Purchased
	Total Number of		Average Price		Under the Stock
Period	Shares Purchased (1)		Paid per Share		Repurchase Program
					(In thousands)
July 1 - July 30		32,065	$	39.69
August 1 - August 31		26,468	$	39.82
September 1 - September 30		30,359	$	40.01
		88,892			$	20,100