FORRESTER RESEARCH, INC. 10-Q

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NUMBER: 000-21433 FORRESTER RESEARCH, INC. (Exact name of registrant as specified in its charter) Delaware 04-2797789 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 60 Acorn Park Drive Cambridge , Massachusetts 02140 (Zip Code) (Address of principal executive offices) ( 617 ) 613-6000 (Registrant’s telephone number, including area 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 every Interactive Data File required to be submitted 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 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. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark 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 4, 2024, 18,996,000 sha res of the registrant’s common stock were outstanding. FORRESTER RESEARCH, INC. INDEX TO FORM 10-Q Page PART I FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 3 Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 4 Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and 2023 5 Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 6 Notes to Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 31 PART II OTHER INFORMATION Item 1. Legal Proceedings 32 Item 1A. Risk Factors 32 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 32 Item 3. Defaults Upon Senior Securities 32 Item 4. Mine Safety Disclosures 32 Item 5. Other Information 32 Item 6. Exhibits 33 SIGNATURES 34 PART I. ITEM 1. FINANC IAL STATEMENTS FORRESTER RESEARCH, INC. CONSOLIDATED B ALANCE SHEETS (In thousands, except per share data, unaudited) September 30, December 31, 2024 2023 ASSETS Current Assets: Cash and cash equivalents $ 62,754 $ 72,909 Marketable investments 52,178 51,580 Accounts receivable, net of allowance for expected credit losses of $ 578 and $ 574 as of September 30, 2024 and December 31, 2023, respectively 39,165 58,999 Deferred commissions 16,196 23,207 Prepaid expenses and other current assets 23,574 9,305 Total current assets 193,867 216,000 Property and equipment, net 12,686 19,401 Operating lease right-of-use assets 29,671 39,722 Goodwill 230,247 244,257 Intangible assets, net 29,691 37,637 Other assets 9,097 7,157 Total assets $ 505,259 $ 564,174 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 1,575 $ 1,796 Accrued expenses and other current liabilities 43,270 81,482 Deferred revenue 153,155 156,798 Total current liabilities 198,000 240,076 Long-term debt 35,000 35,000 Non-current operating lease liabilities 28,422 37,673 Other non-current liabilities 9,503 11,160 Total liabilities 270,925 323,909 Commitments and contingencies (Note 16) Stockholders' Equity: Preferred stock, $ 0.01 par value Authorized - 500 shares; issued and outstanding - none — — Common stock, $ 0.01 par value Authorized - 125,000 shares Issued - 25,092 and 24,684 shares as of September 30, 2024 and December 31, 2023, respectively Outstanding - 18,983 and 19,248 shares as of September 30, 2024 and December 31, 2023, respectively 251 247 Additional paid-in capital 289,191 278,057 Retained earnings 171,502 177,681 Treasury stock - 6,109 and 5,437 shares as of September 30, 2024 and December 31, 2023, respectively ( 224,133 ) ( 211,149 ) Accumulated other comprehensive loss ( 2,477 ) ( 4,571 ) Total stockholders’ equity 234,334 240,265 Total liabilities and stockholders’ equity $ 505,259 $ 564,174 The accompanying notes are an integral part of these consolidated financial statements. 3 FORRESTER RESEARCH, INC. CONSOLIDATED STAT EMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Revenues: Research $ 77,070 $ 80,606 $ 237,314 $ 249,211 Consulting 23,369 28,237 71,321 89,957 Events 2,088 4,588 15,794 23,522 Total revenues 102,527 113,431 324,429 362,690 Operating expenses: Cost of services and fulfillment 42,174 47,978 138,028 151,884 Selling and marketing 38,273 39,967 117,948 123,080 General and administrative 15,738 15,108 44,234 51,650 Depreciation 1,957 2,262 6,079 6,557 Amortization of intangible assets 2,404 3,041 7,431 9,175 Restructuring costs 937 19 7,643 12,140 Loss from sale of divested operation 1,775 — 1,775 — Total operating expenses 103,258 108,375 323,138 354,486 Income (loss) from operations ( 731 ) 5,056 1,291 8,204 Interest expense ( 770 ) ( 763 ) ( 2,295 ) ( 2,286 ) Other income, net 427 568 2,716 1,632 Income (loss) before income taxes ( 1,074 ) 4,861 1,712 7,550 Income tax expense 4,724 2,377 7,891 3,837 Net income (loss) $ ( 5,798 ) $ 2,484 $ ( 6,179 ) $ 3,713 Basic income (loss) per common share $ ( 0.30 ) $ 0.13 $ ( 0.32 ) $ 0.19 Diluted income (loss) per common share $ ( 0.30 ) $ 0.13 $ ( 0.32 ) $ 0.19 Basic weighted average common shares outstanding 19,065 19,191 19,147 19,164 Diluted weighted average common shares outstanding 19,065 19,289 19,147 19,239 The accompanying notes are an integral part of these consolidated financial statements. 4 FORRESTER RESEARCH, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands, unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Net income (loss) $ ( 5,798 ) $ 2,484 $ ( 6,179 ) $ 3,713 Other comprehensive income (loss), net of tax: Foreign currency translation 4,142 ( 2,435 ) 1,963 ( 483 ) Net change in market value of investments 107 30 131 52 Other comprehensive income (loss) 4,249 ( 2,405 ) 2,094 ( 431 ) Comprehensive income (loss) $ ( 1,549 ) $ 79 $ ( 4,085 ) $ 3,282 The accompanying notes are an integral part of these consolidated financial statements. 5 FORRESTER RESEARCH, INC. CONSOLIDATED STATEM ENTS OF CASH FLOWS (In thousands, unaudited) Nine Months Ended September 30, 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 6,179 ) $ 3,713 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 6,079 6,557 Impairment of property and equipment 991 600 Amortization of intangible assets 7,431 9,175 Deferred income taxes ( 359 ) ( 4,106 ) Stock-based compensation 11,202 11,169 Operating lease right-of-use assets amortization and impairments 10,728 9,089 Loss from sale of divested operation 1,775 — Other, net 1,172 134 Changes in assets and liabilities: Accounts receivable 16,852 32,288 Deferred commissions 6,813 8,000 Prepaid expenses and other current assets ( 6,435 ) ( 1,002 ) Accounts payable ( 219 ) 403 Accrued expenses and other liabilities ( 36,455 ) ( 34,839 ) Deferred revenue ( 4,479 ) ( 20,809 ) Operating lease liabilities ( 10,948 ) ( 10,581 ) Net cash provided by (used in) operating activities ( 2,031 ) 9,791 Cash flows from investing activities: Purchases of property and equipment ( 2,743 ) ( 3,903 ) Purchases of marketable investments ( 55,800 ) ( 964 ) Proceeds from maturities of marketable investments 49,735 11,138 Proceeds from sales of marketable investments 7,650 — Proceeds from sale of divested operation 6,000 — Other investing activity ( 68 ) 33 Net cash provided by investing activities 4,774 6,304 Cash flows from financing activities: Payments on borrowings — ( 15,000 ) Repurchases of common stock ( 12,984 ) ( 4,082 ) Debt issuance costs — ( 25 ) Proceeds from issuance of common stock under employee equity incentive plans 2,426 3,485 Taxes paid related to net share settlements of stock-based compensation awards ( 2,490 ) ( 2,620 ) Net cash used in financing activities ( 13,048 ) ( 18,242 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 259 242 Net change in cash, cash equivalents and restricted cash ( 10,046 ) ( 1,905 ) Cash, cash equivalents and restricted cash, beginning of period 75,042 105,654 Cash, cash equivalents and restricted cash, end of period $ 64,996 $ 103,749 Supplemental disclosure of cash flow information: Cash paid for interest $ 1,762 $ 1,944 Cash paid for income taxes $ 8,542 $ 10,583 The accompanying notes are an integral part of these consolidated financial statements. 6 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 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 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, 2023. 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, 2024 may not be indicative of the results for the year ending December 31, 2024 , or any other period. Presentation of Restricted Cash The following table summarizes the end-of-period cash and cash equivalents from the Company's Consolidated Balance Sheets and the total cash, cash equivalents and restricted cash as presented on the accompanying Consolidated Statements of Cash Flows (in thousands). Nine Months Ended September 30, 2024 2023 Cash and cash equivalents shown in balance sheets $ 62,754 $ 101,706 Restricted cash classified in other assets (1): 2,242 2,043 Cash, cash equivalents and restricted cash shown in statement of cash flows $ 64,996 $ 103,749 (1) Restricted cash consists of collateral required for leased office space. The short-term or long-term classification regarding the collateral for the leased office space is determined in accordance with the expiration of the underlying leases. Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures . The new standard enhances the disclosures of reportable segment information, primarily in regards to significant segment expenses. The new standard will be effective for the Company for the annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The adoption of the standard will result in expanded disclosure of expenses for each reporting unit in the Company's segment footnote. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The new standard enhances income tax disclosure requirements by requiring specified categories and greater disaggregation within the rate reconciliation table, disclosure of income taxes paid by jurisdiction, and providing clarification on uncertain tax positions and related financial statement impacts. The new standard will be effective for the Company on January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adoption of the standard on its consolidated financial statements. 7 Note 2 — Divestiture In August 202 4, the Company completed the sale of a non-core product line, FeedbackNow, for approximately $ 17.6 million. The Company received $ 6.0 million in cash from the sale, along with a note receivable of $ 9.0 million that is payable by the third quarter of 2025, and a non-marketable equity investment in the acquirer valued at $ 2.6 million, which is accounted for under the cost method. The Company recorded a pre-tax loss of $ 1.8 million on the sale of FeedbackNow, which is included in Loss from sale of divested operation in the Consolidated Statements of Operations for the three and nine months ended September 30, 2024. The FeedbackNow product line was included in the Company’s Research segment. The principal components of the assets divested included goodwill, property and equipment, and accounts receivable, with carrying amounts of $ 14.8 million, $ 2.2 million, and $ 2.4 million, respectively, while the liabilities transferred with the sale primarily consisted of deferred revenue with a carrying amount of $ 1.8 million. Note 3 — Marketable Investments The following table summarizes the Company’s marketable investments (in thousands): As of September 30, 2024 Gross Gross Amortized Unrealized Unrealized Market Cost Gains Losses Value Corporate obligations $ 13,300 $ 105 $ ( 8 ) $ 13,397 Money market funds 38,781 — — 38,781 Total $ 52,081 $ 105 $ ( 8 ) $ 52,178 As of December 31, 2023 Gross Gross Amortized Unrealized Unrealized Market Cost Gains Losses Value Corporate obligations $ 18,049 $ — $ ( 72 ) $ 17,977 Federal agency obligations 2,000 — ( 7 ) 1,993 Money market funds 31,610 — — 31,610 Total $ 51,659 $ — $ ( 79 ) $ 51,580 Realized gains and losses on investments are included in earnings and are determined using the specific identification method. Sales of marketable investments during 2024 primarily represent redemptions from non-U.S. based money market funds, and there were no realized gains or losses on sales of marketable investments during the three and nine months ended September 30, 2024 and 2023. The following table summarizes the maturity periods of the marketable investments in the Company’s portfolio as of September 30, 2024 (in thousands). FY 2024 FY 2025 FY 2026 FY 2027 Total Corporate obligations $ 1,994 $ 6,066 $ 4,322 $ 1,015 $ 13,397 Money market funds 38,781 — — — 38,781 Total $ 40,775 $ 6,066 $ 4,322 $ 1,015 $ 52,178 The following table shows the gross unrealized losses and market value of the Company’s available-for-sale securities with unrealized losses that are not deemed to be other-than-temporary, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): As of September 30, 2024 Less Than 12 Months 12 Months or Greater Market Unrealized Market Unrealized Value Losses Value Losses Corporate obligations $ — $ — $ 2,983 $ 8 Total $ — $ — $ 2,983 $ 8 8 As of December 31, 2023 Less Than 12 Months 12 Months or Greater Market Unrealized Market Unrealized Value Losses Value Losses Corporate obligations $ 13,098 $ 8 $ 4,879 $ 64 Federal agency obligations — — 1,993 7 Total $ 13,098 $ 8 $ 6,872 $ 71 Note 4 — 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, 2023 utilizing a quantitative assessment to determine if 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 September 30, 2024, there were no events or circumstances that required an interim impairment test. Accordingly, as of September 30, 2024, the Company had no accumulated goodwill impairment losses. A pproxim ately $ 8.2 million of goodwill is allocated to the Company’s Consulting reporting unit, which had a negative carrying value as of the date of the last test. The change in the carrying amount of goodwill for the nine months ended September 30, 2024 is summarized as follows (in thousands): Total Balance at December 31, 2023 $ 244,257 Dispositions (1) ( 14,795 ) Translation adjustments 785 Balance at September 30, 2024 $ 230,247 (1) See Note 2 - Divestiture for additional information. The amount of goodwill allocated to the divestiture was determined using a relative fair value approach. Finite-Lived Intangible Assets The carrying values of finite-lived intangible assets are as follows (in thousands): September 30, 2024 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Amortizable intangible assets: Customer relationships $ 77,000 $ 47,865 $ 29,135 Technology 13,000 12,976 24 Trademarks 12,000 11,468 532 Total $ 102,000 $ 72,309 $ 29,691 December 31, 2023 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Amortizable intangible assets: Customer relationships $ 77,640 $ 42,091 $ 35,549 Technology 16,524 15,950 574 Trademarks 12,519 11,005 1,514 Total $ 106,683 $ 69,046 $ 37,637 9 Estimated intangible asset amortization expense for each of the five succeeding years is as follows (in thousands): 2024 (remainder) $ 2,217 2025 8,734 2026 8,335 2027 8,324 2028 2,081 Total $ 29,691 Note 5 — 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 September 30, 2024. 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 provided that once LIBOR ceased to exist in 2023, the benchmark rate for the loans outstanding automatically transferred 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 base 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 September 30, 2024, $ 0.6 million in lett ers 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: September 30, 2024 December 31, 2023 Credit facility $ 35,000 $ 35,000 The contractual annualized interest rate as of September 30, 2024 was 6.20 %. The Company had $ 114.4 mil lion of available borrowing capacity on the credit facility (not including the expansion feature) as of September 30, 2024. The weighted average annual effective interest rate for the three and nine months ended September 30, 2024, w as 6.66 % and 6.68 %, respectively. 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). 10 Note 6 — 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 in 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 in the Consolidated Balance Sheets and are not material. The components of lease expense were as follows (in thousands): For the Three Months Ended September 30, 2024 2023 Operating lease cost $ 2,902 $ 3,068 Short-term lease cost 291 228 Variable lease cost 1,311 1,257 Sublease income ( 133 ) ( 130 ) Total lease cost $ 4,371 $ 4,423 For the Nine Months Ended September 30, 2024 2023 Operating lease cost $ 8,893 $ 9,622 Short-term lease cost 737 747 Variable lease cost 3,579 3,113 Sublease income ( 394 ) ( 391 ) Total lease cost $ 12,815 $ 13,091 Additional lease information is summarized in the following table (in thousands, except lease term and discount rate): For the Nine Months Ended September 30, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,948 $ 10,442 Operating lease ROU assets obtained in exchange for lease obligations $ 408 $ 1,110 Weighted-average remaining lease term - operating leases (years) 3.8 4.5 Weighted-average discount rate - operating leases 4.2 % 4.3 % Future minimum lease payments under non-cancelable leases and estimated future sublease cash receipts from non-cancelable arrangements as of September 30, 2024 are as follows (in thousands): Operating Lease Sublease Payments Cash Receipts 2024 (remainder) $ 3,960 $ 158 2025 14,044 — 2026 12,348 — 2027 5,798 — 2028 2,962 — Thereafter 6,187 — Total lease payments and estimated sublease cash receipts 45,299 $ 158 Less imputed interest ( 3,717 ) Present value of lease liabilities $ 41,582 Lease balances as of September 30, 2024 are as follows (in thousands): Operating lease ROU assets $ 29,671 Short-term operating lease liabilities (1) $ 13,160 Non-current operating lease liabilities 28,422 Total operating lease liabilities $ 41,582 (1) Included in accrued expenses and other current liabilities in the Consolidated Balance Sheets. 11 The Company’s leases do not contain residual value guarantees, material restrictions, or covenants. During the nine months ended September 30, 2024, the Company recorded $ 3.6 million of ROU asset impairments and $ 1.0 million of leasehold improvements impairments related to closing the 10th and 11th floors of its offices located in San Francisco, California. During the nine months ended September 30, 2023 , the Company recorded ROU asset impairments of $ 0.8 million related to closing the 10th floor of its offices located in San Francisco and one other smaller office location . The impairments are included in restructuring and related costs in the Consolidated Statements of Operations. As a result of the impairments, the ROU assets were required to be recorded at their estimated fair values as Level 3 non-financial assets. The fair values of the asset groups were determined using a discounted cash flow model, which required the use of estimates, including projected cash flows for the related assets, the selection of a discount rate used in the model, and regional real estate industry data. Note 7 – 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 September 30, For the Nine Months Ended September 30, Revenues: (1) 2024 2023 2024 2023 North America $ 81,932 $ 91,580 $ 260,611 $ 296,257 Europe 13,274 13,778 41,715 43,053 Asia Pacific 5,058 6,074 15,259 17,593 Other 2,263 1,999 6,844 5,787 Total $ 102,527 $ 113,431 $ 324,429 $ 362,690 (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 September 30, 2024 or 2023. 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 invoiced for annual periods, 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 in 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 September 30, 2024 and 2023, the Company recogniz ed $ 22.7 m illion and $ 27.9 million of revenue, respectively, related to its deferred revenue balance at the beginning of each such period. During the nine months ended September 30, 2024 and 2023, the Company recogn ized $ 133.2 million and $ 153.8 million of revenue, respectively, related to its deferred revenue balance at January 1 of each such period. Approxima tely $ 346.2 million o f revenue is expected to be recognized during the next 24 months from remaining performance obligations as of September 30, 2024. 12 Reserves for Credit Losses The allowance for expected credit losses on accounts receivable for the nine months ended September 30, 2024 is summarized as follows (in thousands): Total Allowance Balance at December 31, 2023 $ 574 Provision for expected credit losses 402 Write-offs ( 398 ) Balance at September 30, 2024 $ 578 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 in 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 September 30, 2024 and 2023 wa s $ 8.4 mil lion and $ 9.2 million, re spectively. Amortization expense related to deferred commissions for the nine months ended September 30, 2024 and 2023 wa s $ 26.2 m illion and $ 28.3 million, respectively. The Company evaluates the recoverability of deferred commissions at each balance sheet date and there were no impairments recorded during the nine months ended September 30, 2024 and 2023 . Note 8 — Derivatives and Hedging 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, net in the Consolidated Statements of Operations because the Company does not designate these contracts as hedges for accounting purposes. During the nine months ended September 30, 2024, the Company entered into eight foreign currency forward exchange contracts, all of which settled by September 30, 2024. Accordingly, as of September 30, 2024, there is no amount recorded in the Consolidated Balance Sheets for these contracts. During the nine months ended September 30, 2023, the Company entered into nine foreign currency forward exchange contracts, all of which settled by September 30, 2023. Accordingly, as of September 30, 2023, 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 income (expense) recognized in the Consolidated Statements of Operations for the derivative contracts for the periods indicated (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Amount recorded in: 2024 2023 2024 2023 Other income, net $ 84 $ ( 99 ) $ 68 $ ( 33 ) Note 9 — Fair Value Measurements The carrying amounts reflected in 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 5 – 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. 13 Additionally, the Company measures certain financial assets and liabilities at fair value on a recurring basis including cash equivalents and 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: 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, quoted prices in markets that are not 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 and liabilities that are measured at fair value on a recurring basis (in thousands): As of September 30, 2024 Level 1 Level 2 Total Assets: Money market funds (1) $ 53,352 $ — $ 53,352 Marketable investments (3) — 13,397 13,397 Total Assets $ 53,352 $ 13,397 $ 66,749 As of December 31, 2023 Level 1 Level 2 Total Assets: Money market funds (2) $ 55,128 $ — $ 55,128 Marketable investments (3) — 19,970 19,970 Total Assets $ 55,128 $ 19,970 $ 75,098 (1) U.S. based funds of $ 14.6 million are included in cash and cash equivalents and non-U.S. based funds of $ 38.8 million are included in marketable investments in the Consolidated Balance Sheets. (2) U.S. based funds of $ 23.5 million are included in cash and cash equivalents and non-U.S. based funds of $ 31.6 million are included in marketable investments in the Consolidated Balance Sheets. (3) Marketable investments have been initially valued at the transaction price and subsequently valued, at the end of the reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation methods, including both income and market-based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. During the nine months ended September 30, 2024 , the Company 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 10 — 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 tax rates, tax benefits or expense related to settlements of share-based awards, tax effects of foreign currency gains or losses, and the tax effect from the divestment of operations 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, 2024 w as $ 7.9 million resulting in an effective tax rate of 460.9 % f or the period. Income tax expense for the nine months ended September 30, 2023 was $ 3.8 million resulting in an effective tax rate of 50.8 % for the period. The increase in the effective tax rate during the 2024 period was primarily due to increased tax expense from the sale of the FeedbackNow product line of $ 3.5 million, settlement of shared-based awards of $ 1.7 million, foreign withholding taxes due to the dissolution of a foreign subsidiary of $ 0.3 million, and a valuation allowance recorded against non-realizable state NOL carryforwards due to the dissolution of a domestic subsidiary of $ 0.5 million. 14 Note 11 — 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 June 30, 2024 $ ( 36 ) $ ( 6,690 ) $ ( 6,726 ) Foreign currency translation (1) — 3,910 3,910 Reclassification adjustment for write-off of foreign currency translation loss (2) — 232 232 Unrealized gain, net of tax of $( 36 ) 107 — 107 Balance at September 30, 2024 $ 71 $ ( 2,548 ) $ ( 2,477 ) Marketable Translation Investments Adjustment Total AOCL Balance at June 30, 2023 $ ( 137 ) $ ( 5,807 ) $ ( 5,944 ) Foreign currency translation (1) — ( 2,435 ) ( 2,435 ) Unrealized gain, net of tax of $( 10 ) 30 — 30 Balance at September 30, 2023 $ ( 107 ) $ ( 8,242 ) $ ( 8,349 ) Marketable Translation Investments Adjustment Total AOCL Balance at December 31, 2023 $ ( 60 ) $ ( 4,511 ) $ ( 4,571 ) Foreign currency translation (1) — 1,731 1,731 Reclassification adjustment for write-off of foreign currency translation loss (2) — 232 232 Unrealized gain, net of tax of $( 44 ) 131 — 131 Balance at September 30, 2024 $ 71 $ ( 2,548 ) $ ( 2,477 ) Marketable Translation Investments Adjustment Total AOCL Balance at December 31, 2022 $ ( 159 ) $ ( 7,759 ) $ ( 7,918 ) Foreign currency translation (1) — ( 483 ) ( 483 ) Unrealized gain, net of tax of $( 17 ) 52 — 52 Balance at September 30, 2023 $ ( 107 ) $ ( 8,242 ) $ ( 8,349 ) (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) The reclassification adjustment for the write-off of a foreign currency translation loss relates to the liquidation of a non-U.S. subsidiary during 2024 and is reported in restructuring costs in the Consolidated Statements of Operations. Note 12 — Ne t 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. Basic and diluted weighted average common shares are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Basic weighted average common shares outstanding 19,065 19,191 19,147 19,164 Weighted average common equivalent shares — 98 — 75 Diluted weighted average common shares outstanding 19,065 19,289 19,147 19,239 Options and restricted stock units excluded from diluted weighted average share calculation as effect would have been anti-dilutive 1,611 631 1,263 649 15 Note 13 — Stockholders’ Equity The components of stockholders’ equity are as follows (in thousands): Three Months Ended September 30, 2024 Common Stock Treasury Stock Accumulated Number of Shares $0.01ParValue Additional Paid-in Capital Retained Earnings Number of Shares Cost Other Comprehensive Loss Total Stockholders' Equity Balance at June 30, 2024 24,897 $ 249 $ 285,395 $ 177,300 5,841 $ ( 219,164 ) $ ( 6,726 ) $ 237,054 Issuance of common stock under stock plans, including tax effects 195 2 193 — — — — 195 Repurchases of common stock — — — — 268 ( 4,969 ) — ( 4,969 ) Stock-based compensation expense — — 3,603 — — — — 3,603 Net loss — — — ( 5,798 ) — — — ( 5,798 ) Net change in marketable investments, net of tax — — — — — — 107 107 Foreign currency translation — — — — — — 4,142 4,142 Balance at September 30, 2024 25,092 $ 251 $ 289,191 $ 171,502 6,109 $ ( 224,133 ) $ ( 2,477 ) $ 234,334 Three Months Ended September 30, 2023 Common Stock Treasury Stock Accumulated Number of Shares $0.01ParValue Additional Paid-in Capital Retained Earnings Number of Shares Cost Other Comprehensive Loss Total Stockholders' Equity Balance at June 30, 2023 24,512 $ 245 $ 269,371 $ 175,860 5,332 $ ( 207,887 ) $ ( 5,944 ) $ 231,645 Issuance of common stock under stock plans, including tax effects 160 2 282 — — — — 284 Repurchases of common stock — — — — 105 ( 3,262 ) — ( 3,262 ) Stock-based compensation expense — — 4,144 — — — — 4,144 Net income — — — 2,484 — — — 2,484 Net change in marketable investments, net of tax — — — — — — 30 30 Foreign currency translation — — — — — — ( 2,435 ) ( 2,435 ) Balance at September 30, 2023 24,672 $ 247 $ 273,797 $ 178,344 5,437 $ ( 211,149 ) $ ( 8,349 ) $ 232,890 Nine Months Ended September 30, 2024 Common Stock Treasury Stock Accumulated Number of Shares $0.01 Par Value Additional Paid-in Capital Retained Earnings Number of Shares Cost Other Comprehensive Loss Total Stockholders' Equity Balance at December 31, 2023 24,684 $ 247 $ 278,057 $ 177,681 5,437 $ ( 211,149 ) $ ( 4,571 ) $ 240,265 Issuance of common stock under stock plans, including tax effects 408 4 ( 68 ) — — — — ( 64 ) Repurchases of common stock — — — — 672 ( 12,984 ) — ( 12,984 ) Stock-based compensation expense — — 11,202 — — — — 11,202 Net loss — — — ( 6,179 ) — — — ( 6,179 ) Net change in marketable investments, net of tax — — — — — — 131 131 Foreign currency translation — — — — — — 1,963 1,963 Balance at September 30, 2024 25,092 $ 251 $ 289,191 $ 171,502 6,109 $ ( 224,133 ) $ ( 2,477 ) $ 234,334 16 Nine Months Ended September 30, 2023 Common Stock Treasury Stock Accumulated Number of Shares $0.01 Par Value Additional Paid-in Capital Retained Earnings Number of Shares Cost Other Comprehensive 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 305 3 862 — — — — 865 Repurchases of common stock — — — — 132 ( 4,082 ) — ( 4,082 ) Stock-based compensation expense — — 11,169 — — — — 11,169 Net income — — — 3,713 — — — 3,713 Net change in marketable investments, net of tax — — — — — — 52 52 Foreign currency translation — — — — — — ( 483 ) ( 483 ) Balance at September 30, 2023 24,672 $ 247 $ 273,797 $ 178,344 5,437 $ ( 211,149 ) $ ( 8,349 ) $ 232,890 Equity Plans Restricted stock unit activity for the nine months ended September 30, 2024 is presented below (in thousands, except per share data): Weighted- Average Number of Grant Date Shares Fair Value Unvested at December 31, 2023 999 $ 37.66 Granted 876 21.38 Vested ( 380 ) 38.15 Forfeited ( 146 ) 31.52 Unvested at September 30, 2024 1,349 $ 27.61 Stock option activity for the nine months ended September 30, 2024 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, 2023 201 $ 33.93 Forfeited ( 31 ) 37.46 Outstanding at September 30, 2024 170 $ 33.29 6.59 $ — Exercisable at September 30, 2024 74 $ 33.62 4.22 $ — Vested and expected to vest at September 30, 2024 170 $ 33.29 6.59 $ — No stock options were grant ed or exercised during the three and nine months ended September 30, 2024. Stock-Based Compensation Forrester recognizes the fair value of stock-based compensation 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 in the Consolidated Statements of Operations (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Cost of services and fulfillment $ 2,142 $ 2,449 $ 6,777 $ 6,505 Selling and marketing 528 790 1,685 2,094 General and administrative 933 905 2,740 2,570 Total $ 3,603 $ 4,144 $ 11,202 $ 11,169 17 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 Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Employee Stock Purchase Plan Equity Incentive Plans Employee Stock Purchase Plan Employee Stock Purchase Plan Equity Incentive Plans Employee Stock Purchase Plan Average risk-free interest rate 4.55 % 4.27 % 5.51 % 4.55 % 4.27 % 5.51 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected life 0.5 Years 4.75 Years 0.5 Years 0.5 Years 4.75 Years 0.5 Years Expected volatility 38 % 43 % 35 % 38 % 43 % 35 % Weighted average fair value $ 4.86 $ 14.24 $ 7.90 $ 4.86 $ 14.24 $ 7.90 Treasury Stock As of September 30, 2024, Forrester’s B oard of Directors had authorized an aggregate $ 610.0 million to purchase common stock under its stock repurchase program, which includes an additional $ 25.0 million authorized in April 2024. The shares repurchased may be used, among other things, in connection with Forrester’s equity incentive and purchase plans. During the three and nine months ended September 30, 2024, the Company repurchased approximate ly 0.3 million shares and 0.7 mill ion shares of common stock at an aggregate cost of approxima tely $ 5.0 million and $ 13.0 m illion, respectively. During each of the three and nine months ended September 30, 2023 , the Company repurchased approximately 0.1 million shares of common stock at an aggregate cost of approximately $ 3.3 and $ 4.1 million, respectively. From the inception of the program through September 30, 2024, the Company repurcha sed 17.8 million shares of common stock at an aggregate cost of $ 527.1 milli on. Note 14 — Restructuring and Related Costs In January 2023, the Company implemented a reduction in its workforce of approximately 4 % across various geographies and functions to streamline operations. The Company 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. 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. In the first quarter of 2023, the Company recorded an incremental $ 0.4 million impairment to its California office and a $ 0.6 million charge for the write-off of a previously capitalized software project. During the third quarter of 2024, the Company recorded an incremental $ 0.5 million impairment to its California office. The following table rolls forward the activity in the restructuring accrual for the January 2023 action for the nine months ended September 30, 2024 (in thousands): Accrual at December 31, 2023 $ 48 Additional restructuring and related costs 506 Non-cash charge (included above) ( 492 ) Cash payments ( 62 ) Accrual at September 30, 2024 $ — In May 2023, the Company implemented a reduction in its workforce of approximately 8 % across various geographies and functions to better align its cost structure and to streamline its sales and consulting organizations. The Company reco rded $ 7.5 million of severance and related costs for this action during the second quarter of 2023. In addition, the Company closed certain of its smaller offices both inside and outside the U.S. in order to reduce facility costs and better match its facilities to its hybrid work strategy. As a result of closing the offices, the Company recorded restructuring costs of $ 2.3 million, which included $ 1.3 million related to right-of-use asset impairments and accelerated amortization and $ 0.6 million relat ed to impairments of leasehold improvements. In addition, the Company incurred $ 0.7 million in contract termination costs. During the third quarter of 2024, the Company recognized $ 0.2 million of expense from the write-off of foreign currency translation adjustments related to the liquidation of a small foreign operation. The following table rolls forward the activity in the restructuring accrual for the May 2023 action for the nine months ended September 30, 2024 (in thousands): 18 Accrual at December 31, 2023 $ 1,282 Additional restructuring and related costs 262 Non-cash charge (included above) ( 232 ) Cash payments ( 943 ) Accrual at September 30, 2024 $ 369 I n February 2024, the Company implemented a reduction in its workforce of approximately 3 % across various geographies and functions to better align its cost structure with the revenue outlook for the year. The Company recorded $ 0.7 million of severance and related costs for this action during the fourth quarter of 2023, and $ 2.8 million during the first quarter of 2024. The Company also recorded a restructuring charge of $ 3.8 million during the first quarter of 2024 related to closing one floor of its offices located at 150 Spear Street, San Francisco, California, of which $ 3.2 million related to an impairment of a right-of-use asset and $ 0.6 million related to an impairment of leasehold improvements. During the third quarter of 2024, the Company recorded an incremental $ 0.2 million impairment to its California office. The accrued restructuring and related costs as of September 30, 2024 will be fully paid by the end of 2024. The following table rolls forward the activity in the restructuring accrual for the February 2024 action for the nine months ended September 30, 2024 (in thousands): Accrual at December 31, 2023 $ 732 Additional restructuring and related costs 6,875 Non-cash charge (included above) ( 4,060 ) Cash payments ( 3,435 ) Accrual at September 30, 2024 $ 112 Note 15 — Operating Segments The Company's chief operating decision-maker (used in determining the Company's segments) is the chief executive officer and the chief financial officer. The Company operates in three segments: Research, Consulting, and Events. These segments, which are also the Company's reportable segments, are based on the 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 products and services are delivered through each segment as described below. The Research segment includes the revenues from all of the Company’s research products as well as consulting revenues primarily from advisory services (such as speeches and advisory days) delivered by the Company’s research organization. Research segment costs include the cost of the organizations responsible for developing and delivering these products in addition to the costs of the product management organization responsible for product pricing and packaging, and the launch of new products. During the third quarter of 2024, the Company realigned the reporting structure of its technology teams and as such certain technology costs are no longer reported within the Research segment, and are now reported within the line selling, marketing, administrative and other expenses. Prior period amounts have been recast to conform to the current presentation. The Consulting segment includes the revenues and the related costs of the Company’s project consulting organization. The project consulting organization delivers a majority of the Company’s project consulting revenue. The Events segment includes the revenues and the costs of the organization responsible for developing and hosting the Company's 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, general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, restructuring and related costs, loss from sale of divested operation, interest expense, and other income. The accounting policies used by the segments are the same as those used in the consolidated financial statements. 19 The Company provides information by reportable segment in the tables below (in thousands): Research Segment Consulting Segment Events Segment Consolidated Three Months Ended September 30, 2024 Research revenues $ 77,070 $ — $ — $ 77,070 Consulting revenues 4,335 19,034 — 23,369 Events revenues — — 2,088 2,088 Total segment revenues 81,405 19,034 2,088 102,527 Segment expenses ( 27,886 ) ( 9,580 ) ( 3,042 ) ( 40,508 ) Selling, marketing, administrative and other expenses ( 57,634 ) Amortization of intangible assets ( 2,404 ) Restructuring and related costs ( 937 ) Loss from sale of divested operation ( 1,775 ) Interest expense and other income ( 343 ) Loss before income taxes $ ( 1,074 ) Research Segment Consulting Segment Events Segment Consolidated Three Months Ended September 30, 2023 Research revenues $ 80,606 $ — $ — $ 80,606 Consulting revenues 6,517 21,720 — 28,237 Events revenues — — 4,588 4,588 Total segment revenues 87,123 21,720 4,588 113,431 Segment expenses ( 30,089 ) ( 10,739 ) ( 4,031 ) ( 44,859 ) Selling, marketing, administrative and other expenses ( 60,456 ) Amortization of intangible assets ( 3,041 ) Restructuring and related costs ( 19 ) Interest expense and other income ( 195 ) Income before income taxes $ 4,861 Research Segment Consulting Segment Events Segment Consolidated Nine Months Ended September 30, 2024 Research revenues $ 237,314 $ — $ — $ 237,314 Consulting revenues 14,478 56,843 — 71,321 Events revenues — — 15,794 15,794 Total segment revenues 251,792 56,843 15,794 324,429 Segment expenses ( 90,080 ) ( 29,181 ) ( 15,043 ) ( 134,304 ) Selling, marketing, administrative and other expenses ( 171,985 ) Amortization of intangible assets ( 7,431 ) Restructuring and related costs ( 7,643 ) Loss from sale of divested operation ( 1,775 ) Interest expense and other income 421 Income before income taxes $ 1,712 Research Segment Consulting Segment Events Segment Consolidated Nine Months Ended September 30, 2023 Research revenues $ 249,211 $ — $ — $ 249,211 Consulting revenues 21,439 68,518 — 89,957 Events revenues — — 23,522 23,522 Total segment revenues 270,650 68,518 23,522 362,690 Segment expenses ( 94,477 ) ( 34,521 ) ( 16,186 ) ( 145,184 ) Selling, marketing, administrative and other expenses ( 187,987 ) Amortization of intangible assets ( 9,175 ) Restructuring and related costs ( 12,140 ) Interest expense and other income ( 654 ) Income before income taxes $ 7,550 20 Note 16 — Contingencies From time to time, the Company may be subject to legal proceedings and civil and regulatory claims that arise in the ordinary course of its business activities. Regardless of the outcome, legal proceedings and claims can have a material adverse effect on the Company because of defense and settlement costs, diversion of management resources, and other factors. It is the Company's policy to record accruals for legal contingencies to the extent that it has concluded that it is probable that a liability has been incurred and 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 impact of negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. Once established, a provision may change in the future due to new developments or changes in circumstances and could increase or decrease the Company’s earnings in the period that the changes are made. Following an April 2023 mediation in a wage-related matter that resulted in a settlement agreement, the Company accrued $ 4.8 million of expense in the quarter ended March 31, 2023 that is classified in general and administrative expense in the Consolidated Statement of Operations. This claim was fully paid in the first quarter of 2024. 21 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS O F 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 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, the adequacy of our cash, and cash flows to satisfy our working capital and capital expenditures, and the anticipated impact of accounting standards. These statements are based on our current plans and expectations and involve risks and uncertainties. Important factors that could cause actual future activities and results to differ include, among others, our ability to retain and enrich subscriptions to, and licenses of, our Research products and services, our ability to fulfill existing or generate new consulting engagements and advisory services, our ability to generate and increase demand for the Events we host, any adverse economic conditions that result in a reduction in technology spending or demand for our products and services, our international operations expose us to a variety of operational risks which could negatively impact us, our ability to offer new products and services, the use of Generative AI in our business and by our clients and competitors, our dependence on key personnel, our ability to attract and retain qualified professional staff, our ability to respond to business and economic conditions and market trends, the impact of our outstanding debt, competition and industry consolidation, possible variations in our quarterly operating results, concentration of our stock ownership, the possibility of network disruptions and security breaches, our ability to enforce and protect our intellectual property rights, compliance with privacy laws, taxation risks, and any weakness identified in our system of internal controls. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, 2023. 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 subscriptions to our Research products and services, licensing electronic “reprints” of our Research, performing consulting projects and advisory services, and hosting events. We offer contracts for our Research products as either multi-year contracts or annual contracts, which are typically payable in advance on an annual basis. Subscription products are recognized as revenue over the term of the contract. Accordingly, a substantial portion of our billings are initially recorded as deferred revenue. Reprints include an obligation to deliver a customer-selected research document and certain usage data provided through an on-line platform, which represents two performance obligations. We recognize revenue for the performance obligation for the data portion of the reprint ratably over the license term. We recognize revenue for the performance obligation for the research document at the time of providing access to the document. Billings for licensing of reprints are initially recorded as deferred revenue. Clients purchase consulting projects and advisory services independently and/or to supplement their access to our subscription-based products. Consulting project revenues, which are based upon fixed-fee agreements, are recognized as the services are provided. Advisory service revenues, such as speeches and advisory days, are recognized when the service is complete or the customer receives the agreed upon deliverable. Billings attributable to consulting projects and advisory services are initially recorded as deferred revenue. Events revenues consist of ticket and sponsorship sales for a Forrester-hosted event. Billings for events are also initially recorded as deferred revenue and are recognized as revenue upon completion of each event. Our primary operating expenses consist of cost of services and fulfillment, selling and marketing expenses, and general and administrative expenses. Cost of services and fulfillment represents the costs associated with the production and delivery of our products and services, including salaries, bonuses, employee benefits, and stock-based compensation expense for all personnel that produce and deliver our products and services, including all associated editorial, travel, and support services. Selling and marketing expenses include salaries, sales commissions, bonuses, employee benefits, stock-based compensation expense, travel expenses, promotional costs, and other costs incurred in marketing and selling our products and services. General and administrative expenses include the costs of the technology, operations, finance, and human resources groups and our other administrative functions, including salaries, bonuses, employee benefits, and stock-based compensation expense. Overhead costs such as facilities, net of sublease income, and annual fees for cloud-based information technology systems are allocated to these categories according to the number of employees in each group. 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). 22 We calculate CV at the foreign currency rates used for internal planning purposes each year. For comparative purposes, we have recast historical CV and wallet retention at the current year foreign currency rates and using the updated methodology as described on the investor relations section of our website. In addition, due to the divestiture of the FeedbackNow product line in the third quarter of 2024, we have recast our historical metrics to exclude FeedbackNow products and clients. We have included the recast metrics below for the nine months ended September 30, 2023, and we have also provided recast metrics dating back to the third quarter of 2022, on the investor relations section of our website. Contract value, client retention, wallet retention, and number of clients are metrics that we believe are important to understanding our research business. We define these metrics as follows: • Contract value (CV) — is defined as the value attributable to all of our recurring research-related contracts. Contract value is calculated as the annualized value of all contracts in effect at a specific point in time, without regard to how much revenue has already been recognized. Contract value primarily consists of subscription-based products for which revenue is recognized on a ratable basis, except for the entitlements embedded in our subscription products, such as event tickets and advisory sessions, for which the revenue is recognized when the item is 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 (defined as all clients that buy a CV product) at the prior year measurement date that have active contracts at the current year measurement date. • Wallet retention — represents a measure of the CV we have retained with clients over a twelve-month period, including increases or decreases in retained client CV during the period. Wallet retention is calculated on a percentage basis by dividing the annualized contract value of our current clients, who were also clients a year ago, by the total annualized contract value from a year ago. • Clients — is calculated at the enterprise level as all clients that have an active CV contract. Client retention and wallet retention are not necessarily indicative of the rate of future retention of our revenue base. A summary of our key metrics is as follows (dollars in millions): As of Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) Contract value $ 315.2 $ 331.2 $ (16.0 ) (5 %) Client retention 73 % 73 % — Wallet retention 89 % 89 % — Number of clients 2,002 2,338 (336 ) (14 %) Contract value at September 30, 2024 decreased by 5% compared to the prior year period due to wallet retention being at 89% for the period (representing retention and enrichment of the prior year CV base) and new client acquisition not fully offsetting the net retention loss. Client retention and wallet retention were both flat at September 30, 2024 compared to the prior year period. However, client retention increased by 1 percentage point and wallet retention was flat, compared to the prior quarter. The decrease in the number of clients from the prior year period is primarily attributable to 1) macroeconomic conditions affecting our client base including a) funding and budget pressure on our smaller technology clients and the technology industry in general, and b) the uncertain economic conditions during the past year caused by inflation, high interest rates, and geopolitical turbulence, and 2) the ongoing transition of our client base to our Forrester Decisions product platform that was launched in August 2021. As of September 30, 2024, approximately 78% of our overall CV was in our Forrester Decisions product platform. By the end of 2024, we anticipate that over 80% of our CV will be in our Forrester Decisions product platform. The remaining CV will represent non-Forrester Decisions CV products, primarily reprints, with less than 5% in our heritage research products. The ongoing macroeconomic conditions and product transition are anticipated to continue to pressure our key metrics through 2024. Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including but not limited to, those related to our revenue recognition, goodwill, intangible and other long-lived assets, and income taxes. Management bases its estimates on historical experience, data available at the time the estimates are made, and various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2023. 23 Results of Operations The following table sets forth our statement of operations as a percentage of total revenues for the periods indicated: Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Revenues: Research revenues 75.2 % 71.1 % 73.1 % 68.7 % Consulting revenues 22.8 24.9 22.0 24.8 Events revenues 2.0 4.0 4.9 6.5 Total revenues 100.0 100.0 100.0 100.0 Operating expenses: Cost of services and fulfillment 41.1 42.3 42.5 41.9 Selling and marketing 37.3 35.2 36.4 33.9 General and administrative 15.4 13.3 13.6 14.2 Depreciation 1.9 2.0 1.9 1.8 Amortization of intangible assets 2.3 2.7 2.3 2.5 Restructuring costs 1.0 — 2.4 3.4 Loss from sale of divested operation 1.7 — 0.5 — Income (loss) from operations (0.7 ) 4.5 0.4 2.3 Interest expense (0.8 ) (0.7 ) (0.7 ) (0.6 ) Other income, net 0.5 0.5 0.8 0.4 Income (loss) before income taxes (1.0 ) 4.3 0.5 2.1 Income tax expense 4.7 2.1 2.4 1.1 Net income (loss) (5.7 %) 2.2 % (1.9 %) 1.0 % Three and Nine Months Ended September 30, 2024 and 2023 Revenues Three Months Ended Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) (dollars in millions) Total revenues $ 102.5 $ 113.4 $ (10.9 ) (10 %) Research revenues $ 77.1 $ 80.6 $ (3.5 ) (4 %) Consulting revenues $ 23.4 $ 28.2 $ (4.9 ) (17 %) Events revenues $ 2.1 $ 4.6 $ (2.5 ) (54 %) Revenues attributable to customers outside of the U.S. $ 23.6 $ 25.8 $ (2.2 ) (9 %) Percentage of revenue attributable to customers outside of the U.S. 23 % 23 % — Nine Months Ended Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) (dollars in millions) Total revenues $ 324.4 $ 362.7 $ (38.3 ) (11 %) Research revenues $ 237.3 $ 249.2 $ (11.9 ) (5 %) Consulting revenues $ 71.3 $ 90.0 $ (18.6 ) (21 %) Events revenues $ 15.8 $ 23.5 $ (7.7 ) (33 %) Revenues attributable to customers outside of the U.S. $ 73.4 $ 79.0 $ (5.6 ) (7 %) Percentage of revenue attributable to customers outside of the U.S. 23 % 22 % 1 point 24 Research revenues are recognized as revenue primarily on a ratable basis over the term of the contracts, which are generally 12 or 24-month periods. Research revenues decreased 4% and 5% during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods primarily due to the decrease in CV, as discussed above. From a product perspective, the decrease in revenues was primarily due to a decline in revenue from our reprint product and our other smaller and discontinued products. In addition, revenue from our subscription research products declined 1% and 2% during the three and nine months ended September 30, 2024, respectively. Consulting revenues decreased 17% and 21% during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. The decrease in revenues during the three and nine months ended September 30, 2024 was due to a decrease in delivery of consulting services due to lower client bookings. Events revenues decreased 54% and 33% during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. The decrease in revenues during the three and nine months ended September 30, 2024 was due primarily to a decrease in sponsorship revenues and a decrease in event ticket revenue. 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 2024 2023 (Decrease) (Decrease) Cost of services and fulfillment (dollars in millions) $ 42.2 $ 48.0 $ (5.8 ) (12 %) Cost of services and fulfillment as a percentage of total revenues 41 % 42 % (1) point Service and fulfillment employees (at end of period) 690 790 (100 ) (13 %) Nine Months Ended Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) Cost of services and fulfillment (dollars in millions) $ 138.0 $ 151.9 $ (13.9 ) (9 %) Cost of services and fulfillment as a percentage of total revenues 43 % 42 % 1 point Cost of services and fulfillment expenses decreased 12% during the three months ended September 30, 2024 compared to the prior year period. The decrease was primarily due to (1) a $4.7 million decrease in compensation and benefit costs due to a decrease in headcount and incentive bonus costs and (2) a $0.9 million decrease in event expenses. Cost of services and fulfillment expenses decreased 9% during the nine months ended September 30, 2024 compared to the prior year period. The decrease was primarily due to (1) a $12.1 million decrease in compensation and benefit costs due to a decrease in headcount and incentive bonus costs, partially offset by an increase in benefit costs (mainly due to a benefit during 2023 resulting from the introduction of the flexible vacation and personal paid time off policy in the United States), (2) a $1.0 million decrease in event expenses, (3) a $0.6 million decrease in professional services costs primarily due to a decrease in contractor costs, and (4) a $0.5 million decrease in facilities costs. Selling and Marketing Three Months Ended Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) Selling and marketing expenses (dollars in millions) $ 38.3 $ 40.0 $ (1.7 ) (4 %) Selling and marketing expenses as a percentage of total revenues 37 % 35 % 2 points Selling and marketing employees (at end of period) 663 680 (17 ) (3 %) Nine Months Ended Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) Selling and marketing expenses (dollars in millions) $ 117.9 $ 123.1 $ (5.1 ) (4 %) Selling and marketing expenses as a percentage of total revenues 36 % 34 % 2 points 25 Selling and marketing expenses decreased 4% during the three months ended September 30, 2024 compared to the prior year period. The decrease was primarily due to a $1.7 million decrease in compensation and benefit costs due to a decrease in headcount, commissions expense, and incentive bonus costs. Selling and marketing expenses decreased 4% during the nine months ended September 30, 2024 compared to the prior year period. The decrease was primarily due to a $5.7 million decrease in compensation and benefit costs due to a decrease in headcount, commissions expense, and incentive bonus costs, partially offset by an increase in benefit costs (mainly due to a benefit during 2023 resulting from the introduction of the flexible vacation and personal paid time off policy in the United States). This decrease was partially offset by a $1.2 million increase in professional services costs primarily due to an increase in consulting fees. General and Administrative Three Months Ended Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) General and administrative expenses (dollars in millions) $ 15.7 $ 15.1 $ 0.6 4 % General and administrative expenses as a percentage of total revenues 15 % 13 % 2 points General and administrative employees (at end of period) 255 280 (25 ) (9 %) Nine Months Ended Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) General and administrative expenses (dollars in millions) $ 44.2 $ 51.7 $ (7.4 ) (14 %) General and administrative expenses as a percentage of total revenues 14 % 14 % — The fluctuation in general and administrative expenses was immaterial during the three months ended September 30, 2024 compared to the prior year period. General and administrative expenses decreased 14% during the nine months ended September 30, 2024 compared to the prior year period. The decrease was primarily due to (1) a $5.4 million decrease in legal costs, due primarily to a $4.8 million provision for a legal settlement recorded in 2023 for a wage-related matter and related legal services and (2) a $2.5 million decrease in compensation and benefit costs due to a decrease in headcount and incentive bonus costs, partially offset by an increase in benefit costs (mainly due to a benefit during 2023 resulting from the introduction of the flexible vacation and personal paid time off policy in the United States). These decreases were partially offset by a $0.6 million increase in software costs. Depreciation Depreciation expense decreased by $0.3 million and $0.5 million during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods due to certain software assets becoming fully depreciated. Amortization of Intangible Assets Amortization expense decreased by $0.6 million and $1.7 million during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods due to a decrease in the amortization of trademark and technology intangible assets. Restructuring and Related Costs In May 2023, we implemented a reduction in our workforce of approximately 8% across various geographies and functions to better align our cost structure with our revised revenue outlook for the year, and to streamline our sales and consulting organizations to more efficiently go to market in support of driving contract value growth in the future. We recorded $7.5 million of severance and related costs for this action during the second quarter of 2023. In addition, we closed certain of our smaller offices both inside and outside the U.S. in order to reduce facility costs and better match our facilities to our hybrid work strategy. As a result of closing the offices, we recorded restructuring costs of $2.3 million, which included $1.3 million related to right-of-use asset impairments and accelerated amortization and $0.6 million related to impairments of leasehold improvements. We also incurred $0.7 million in contract termination costs. 26 In February 2024, we implemented a reduction in our workforce of approximately 3% across various geographies and functions to better align our cost structure with the revenue outlook for the year. We recorded $0.7 million of severance and related costs for this action during the fourth quarter of 2023, and $2.8 million during the first quarter of 2024. We recorded a restructuring charge of $3.8 million during the first quarter of 2024 related to closing one floor of our offices in California, of which $3.2 million related to an impairment of a right-of-use asset and $0.6 million related to an impairment of leasehold improvements. We anticipate all of the severance and related costs for this plan to be paid during 2024. During the third quarter of 2024, we recorded an additional restructuring charge of $0.7 million related to closing both floors of our offices located at 150 Spear Street, San Francisco, California, of which $0.4 million related to an impairment of the right-of-use assets and $0.3 million related to an impairment of leasehold improvements. Also during the third quarter of 2024, we recognized $0.2 million of expense from the write-off of foreign currency translation adjustments related to the liquidation of a small foreign operation. Loss From Sale of Divested Operation Loss from sale of divested operation of $1.8 million was attributable to the sale of our FeedbackNow product line in August 2024. Interest Expense Interest expense consists of interest on our borrowings. The fluctuation for interest expense was immaterial during the three and nine months ended September 30, 2024 compared to the prior year periods. Other Income, Net Other income, net primarily consists of interest income, gains and losses on foreign currency, and gains and losses on foreign currency forward contracts. Other income, net decreased by $0.1 million and increased by $1.1 million during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. The increase in other income, net for the nine months ended September 30, 2024 was primarily due to a $1.9 million increase in interest income, partially offset by a $0.9 million increase in foreign currency exchange losses. Income Tax Expense Three Months Ended Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) Provision for income taxes (dollars in millions) $ 4.7 $ 2.4 $ 2.3 99 % Effective tax rate (440 %) 49 % (489) points Nine Months Ended Absolute Percentage September 30, Increase Increase 2024 2023 (Decrease) (Decrease) Provision for income taxes (dollars in millions) $ 7.9 $ 3.8 $ 4.1 106 % Effective tax rate 461 % 51 % 410 points The increase in the effective tax rate during the nine months ended September 30, 2024 compared to the prior year period is primarily due to the following discrete tax items during the nine months ended September 30, 2024: 1) tax expense from the disposition of assets related to the FeedbackNow product line of $3.5 million, 2) tax expense from the settlement of share-based awards of $1.7 million, 3) foreign withholding taxes due to the dissolution of a foreign subsidiary of $0.3 million, and 4) a valuation allowance recorded against non-realizable state NOL carryforwards due to the dissolution of a domestic subsidiary of $0.5 million. However, for the fourth quarter of 2024, we anticipate that our effective tax rate will be approximately 40%, resulting in a full year 2024 effective tax rate in a range of 135% to 270%. 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. 27 The Research segment includes the revenues from all of our research products as well as consulting revenues primarily from advisory services (such as speeches and advisory days) delivered by our research organization. Research segment costs include the cost of the organizations responsible for developing and delivering these products in addition to the costs of the product management organization responsible for product pricing and packaging, and the launch of new products. During the third quarter of 2024, we realigned the reporting structure of its technology teams and as such certain technology costs are no longer reported within the Research segment, and are now reported within the line selling, marketing, administrative and other expenses. Prior period amounts have been recast to conform to the current presentation. The Consulting segment includes the revenues and the related costs of our project consulting organization. The project consulting organization delivers a majority of our project consulting revenue. The Events segment includes the revenues and the costs of the organization responsible for developing and hosting our events. We evaluate 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, general and administrative expenses, stock-based compensation expense, depreciation expense, adjustments to incentive bonus compensation from target amounts, amortization of intangible assets, restructuring and related costs, loss from sale of divested operation, interest expense, and other income. The accounting policies used by the segments are the same as those used in the consolidated financial statements. Research Segment Consulting Segment Events Segment Consolidated (dollars in thousands) Three Months Ended September 30, 2024 Research revenues $ 77,070 $ — $ — $ 77,070 Consulting revenues 4,335 19,034 — 23,369 Events revenues — — 2,088 2,088 Total segment revenues 81,405 19,034 2,088 102,527 Segment expenses (27,886 ) (9,580 ) (3,042 ) (40,508 ) Year over year revenue change (7 %) (12 %) (54 %) (10 %) Year over year expense change (7 %) (11 %) (25 %) (10 %) Research Segment Consulting Segment Events Segment Consolidated (dollars in thousands) Three Months Ended September 30, 2023 Research revenues $ 80,606 $ — $ — $ 80,606 Consulting revenues 6,517 21,720 — 28,237 Events revenues — — 4,588 4,588 Total segment revenues 87,123 21,720 4,588 113,431 Segment expenses (30,089 ) (10,739 ) (4,031 ) (44,859 ) Research Segment Consulting Segment Events Segment Consolidated (dollars in thousands) Nine Months Ended September 30, 2024 Research revenues $ 237,314 $ — $ — $ 237,314 Consulting revenues 14,478 56,843 — 71,321 Events revenues — — 15,794 15,794 Total segment revenues 251,792 56,843 15,794 324,429 Segment expenses (90,080 ) (29,181 ) (15,043 ) (134,304 ) Year over year revenue change (7 %) (17 %) (33 %) (11 %) Year over year expense change (5 %) (15 %) (7 %) (7 %) Research Segment Consulting Segment Events Segment Consolidated (dollars in thousands) Nine Months Ended September 30, 2023 Research revenues $ 249,211 $ — $ — $ 249,211 Consulting revenues 21,439 68,518 — 89,957 Events revenues — — 23,522 23,522 Total segment revenues 270,650 68,518 23,522 362,690 Segment expenses (94,477 ) (34,521 ) (16,186 ) (145,184 ) 28 Research segment revenues decreased 7% for both the three and nine months ended September 30, 2024 compared to the prior year periods. For the three and nine months ended September 30, 2024, research product revenues within this segment decreased 4% and 5%, respectively, primarily due to the decrease in CV, as discussed above. From a product perspective, the decrease in revenues was primarily due to a decline in revenue from our reprint product and our other smaller and discontinued products. In addition, revenue from our subscription research products declined 1% and 2% during the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2024, consulting product revenues within this segment decreased 33% and 32%, respectively, primarily due to decreased delivery of consulting and advisory services by our research analysts due primarily to lower client bookings for these services. Research segment expenses decreased 7% and 5% during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. The decrease in expenses during the three months ended September 30, 2024 was primarily due to a $2.3 million decrease in compensation and benefit costs primarily due to a decrease in headcount. The decrease in expenses during the nine months ended September 30, 2024 was primarily due to a $4.5 million decrease in compensation and benefit costs primarily due to a decrease in headcount. Consulting segment revenues decreased 12% and 17% during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. The decrease in revenues during the three and nine months ended September 30, 2024 was primarily due to a decrease in delivery of consulting services due to lower client bookings. Consulting segment expenses decreased 11% and 15% during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. The decrease in expenses during the three months ended September 30, 2024 was primarily due to a $1.3 million decrease in compensation and benefit costs primarily due to a decrease in headcount. The decrease in expenses during the nine months ended September 30, 2024 was primarily due to (1) a $4.8 million decrease in compensation and benefit costs primarily due to a decrease in headcount and (2) a $0.6 million decrease in professional services primarily due to a decrease in contractor costs. Event segment revenues decreased 54% and 33% during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. The decrease in revenues was primarily due to a decrease in sponsorship revenues and a decrease in event ticket revenue. Event segment expenses decreased 25% and 7% during the three and nine months ended September 30, 2024, respectively, compared to the prior year periods. The decrease in expenses was primarily due to a decrease in event costs. Liquidity and Capital Resources We have historically financed our operations primarily through funds generated from operations. Research revenues, which constituted approximately 73% of our revenues during the nine months ended September 30, 2024, are generally renewable and are typically payable in advance. We used $2.0 million of cash in operating activities during the nine months ended September 30, 2024 and generated $9.8 million of cash from operating activities during the nine months ended September 30, 2023. The $11.8 million decrease in cash from operations for the nine months ended September 30, 2024 compared to the prior year period was primarily due to a $9.9 million decrease in net income (loss), partially offset by the changes in non-cash items affecting net income (loss), and an increase in cash used for working capital. During the nine months ended September 30, 2024, we generated cash from investing activities of $4.8 million primarily from $6.0 million in proceeds from the sale of the FeedbackNow product line and $1.6 million in net maturities and sales of marketable investments, partially offset by $2.7 million of purchases of property and equipment, primarily consisting of computer software. During the nine months ended September 30, 2023, we generated cash from investing activities of $6.3 million primarily from $10.2 million in net maturities of marketable investments, partially offset by $3.9 million of purchases of property and equipment, primarily consisting of computer software . We used $13.0 million of cash from financing activities during the nine months ended September 30, 2024 primarily due to $13.0 million for purchases of our common stock and $2.5 million in taxes paid related to net share settlements of restricted stock units, partially offset by $2.4 million of net proceeds from the issuance of common stock under our stock-based incentive plans. We used $18.2 million of cash in financing activities during the nine months ended September 30, 2023 primarily due to $15.0 million of discretionary repayments on our revolving credit facility, $4.1 million for purchases of our common stock, and $2.6 million in taxes paid related to net share settlements of restricted stock units, partially offset by $3.5 million of net proceeds from the issuance of common stock under our stock-based incentive plans. As of September 30, 2024, our remaining stock repurchase authorization was approximately $82.9 million. We have 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 September 30, 2024 and matures in December of 2026. The credit facility permits us 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. 29 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 were in full compliance with the covenants as of September 30, 2024 and expect to continue to be in compliance through the next 12 months. Additional future contractual cash obligations extending over the next 12 months and beyond primarily consist of operating lease payments. We lease office space under non-cancelable operating lease agreements (refer to Note 6 – 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 7 years. As of September 30, 2024, remaining non-cancelable lease payments are due as follows: $4.0 million in 2024, $26.4 million within 2025 and 2026, $8.8 million within 2027 and 2028, and $6.2 million beyond 2028. 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 September 30, 2024, we had cash, cash equivalents, and marketable investments of $114.9 million. This balance includes $81.0 million held outside of the U.S. If the cash outside of the U.S. is needed for operations in the U.S., we would be required to accrue and pay U.S. state taxes and may be required to pay withholding taxes to foreign jurisdictions to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate these funds for our U.S. operations. We believe that our current cash balance and cash flows from operations will satisfy working capital, financing activities, and capital expenditure requirements for the next twelve months and to meet our known long-term cash requirements. Recent Accounting Pronouncements Refer to Note 1 – Interim Consolidated Financial Statements in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements including the expected dates of adoption and effects on results of operations and financial condition. Critical Accounting Policies and Estimates For information regarding our critical accounting policies and estimates, please refer to Note 1, "Summary of Significant Accounting Policies" and Item 7, “Critical Accounting Estimates” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes to the critical accounting policies and estimates previously disclosed in that report. 30 ITEM 3. QUANTITATIVE AND QUALITAT IVE 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, 2023. ITEM 4. CON TROLS 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, 2024. 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) of the Exchange Act) that occurred during the quarter ended September 30, 2024, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 31 PART II. OT HER INFORMATION ITEM 1. LE GAL PROCEEDINGS The information set forth in the "Note 16 - Contingencies ", in Part I, Item 1 of this Quarterly Report is incorporated herein by reference. ITEM 1A. RI SK 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, 2023, 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. UNREG ISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Through September 30, 2024, our Board of Directors authorized an aggregate $610.0 million to purchase common stock under our stock repurchase program, which includes an additional $25.0 million authorized in April 2024. During the quarter ended September 30, 2024, we purchased the following shares of our common stock under the stock repurchase program: Maximum Approximate Dollar Total Number of Shares Value of Shares that May Total Number of Average Price Purchased as Part of Publicly Yet be Purchased Shares Purchased Paid per Share Announced Plans or Programs Under the Plans or Programs Period (#) ($) (#) (In thousands) July 1 - July 31 — $ — — $ 87,870 August 1 - August 31 103,755 $ 18.61 103,755 $ 85,939 September 1 - September 30 163,990 $ 18.53 163,990 $ 82,900 Total for the quarter 267,745 267,745 ITEM 3. DEF AULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. M INE SAFETY DISCLOSURES Not applicable. ITEM 5. OTH ER INFORMATION During the three months ended September 30, 2024 , no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 32 ITEM 6. EX HIBITS 3.1 Restated Certificate of Incorporation of Forrester Research, Inc. (see Exhibit 3.1 to Registration Statement on Form S-1A filed on November 5, 1996) 3.2 Certificate of Amendment of the Certificate of Incorporation of Forrester Research, Inc. (see Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 1999) 3.3 Certificate of Amendment to Restated Certificate of Incorporation of Forrester Research, Inc. (see Exhibit 3.1 to Form 8-K filed on May 25, 2017) 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) 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 With Embedded Linkbase Documents. (filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). (filed herewith) 33 SIGN ATURES 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/ L. CHRISTIAN FINN L. Christian Finn Chief Financial Officer (Principal financial officer) Date: November 8, 2024 34