FORR 10-Q Quarterly Report March 31, 2010

FORRESTER RESEARCH, INC.

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10-Q 1 b80514e10vq.htm FORM 10-Q e10vq

FORM 10-Q

(MARK ONE)


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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010


o		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		(I.R.S. Employer
incorporation or organization)		Identification Number)

400 TECHNOLOGY SQUARE
CAMBRIDGE, MASSACHUSETTS
(Address of principal executive		02139
offices)		(Zip Code)

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

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

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


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Small reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

As of May 7, 2010, 22,540,642 shares 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		3

Consolidated Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009		3

Consolidated Statements of Income for the Three Months Ended March 31, 2010 and 2009 (Unaudited)		4

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (Unaudited)		5

Notes to Consolidated Financial Statements		6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		19

ITEM 4. Controls and Procedures		19

PART II. OTHER INFORMATION

ITEM 6. Exhibits		19
EX-10.1 Forrester Research, Inc. Stock Option Plan for Directors, as amended
EX-31.1 Certification of the Principal Executive Officer
EX-31.2 Certification of the Principal Financial Officer
EX-32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORRESTER RESEARCH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)


	March 31,			December 31,
	2010			2009
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	135,246		$	97,805
Marketable investments (Note 3)		137,650			152,037
Accounts receivable, net		46,878			67,436
Deferred income taxes		5,276			5,276
Deferred commissions		10,100			9,631
Prepaid expenses and other current assets		12,360			8,616

Total current assets		347,510			340,801
Long-term marketable securities (Note 3)		10,222			9,950
Restricted cash		14,836			16,770
Property and equipment, net		6,249			5,823
Deferred income taxes		10,350			10,323
Goodwill		68,025			68,314
Intangible assets, net		11,203			12,108
Non-marketable investments (Note 4)		5,946			5,546
Other assets		532			561

Total assets	$	474,873		$	470,196


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,969		$	2,078
Accrued expenses		25,878			30,168
Deferred revenue		117,580			117,888

Total current liabilities		146,427			150,134
Non-current liabilities		7,669			8,117

Total liabilities		154,096			158,251


Stockholders’ Equity (Note 7):
Preferred stock, $.01 par value
Authorized - 500 shares, issued and outstanding — none		—			—
Common stock, $.01 par value
Authorized - 125,000 shares
Issued - 29,543 and 29,362 as of March 31, 2010 and December 31, 2009, respectively
Outstanding - 22,515 and 22,334 as of March 31, 2010 and December 31, 2009, respectively		295			294
Additional paid-in capital		330,529			325,207
Retained earnings		135,331			129,559
Treasury stock - 7,028 as of March 31, 2010 and December 31, 2009, at cost		(141,250	)		(141,250	)
Accumulated other comprehensive loss		(4,128	)		(1,865	)

Total stockholders’ equity		320,777			311,945

Total liabilities and stockholders’ equity	$	474,873		$	470,196

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

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)


	Three Months Ended March 31,
	2010		2009
	(Unaudited)
Revenues:
Research services	$	39,416	$	39,050
Advisory services and other		19,764		17,357

Total revenues		59,180		56,407


Operating expenses:
Cost of services and fulfillment		22,327		22,981
Selling and marketing		20,088		18,380
General and administrative		7,204		6,972
Depreciation		918		1,092
Amortization of intangible assets		905		656
Reorganization costs		—		3,141

Total operating expenses		51,442		53,222

Income from operations		7,738		3,185

Other income, net		1,075		1,269
Gains on investments, net		425		—

Income before income taxes		9,238		4,454

Income tax provision		3,466		1,823

Net income	$	5,772	$	2,631


Basic income per common share	$	0.26	$	0.11


Diluted income per common share	$	0.25	$	0.11


Basic weighted average common shares outstanding		22,389		22,946


Diluted weighted average common shares outstanding		22,877		23,106

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

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Three Months Ended March 31,
	2010			2009
	(Unaudited)
Cash flows from operating activities:
Net income	$	5,772		$	2,631
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and asset write-offs		919			1,092
Amortization of intangible assets		905			656
Net gains from investments		(425	)		—
Deferred income taxes		(336	)		(240	)
Stock-based compensation		1,106			2,192
Amortization of premium on investments		400			293
Foreign currency gains		(386	)		(95	)
Other non-cash items		193			—
Changes in assets and liabilities, net of acquisitions
Accounts receivable		19,809			23,401
Deferred commissions		(469	)		958
Prepaid expenses and other current assets		(3,998	)		(2,721	)
Accounts payable		900			(896	)
Accrued expenses		(2,350	)		(2,314	)
Deferred revenue		1,088			(4,280	)

Net cash provided by operating activities		23,128			20,677

Cash flows from investing activities:
Acquisitions		(1,660	)		(561	)
Purchases of property and equipment		(1,402	)		(2,602	)
Purchases of marketable investments		(19,820	)		(245,911	)
Proceeds from sales and maturities of marketable investments		33,566			216,444
Decrease in restricted cash		1,934			—
Other investing activity		39			268

Net cash provided by (used in) investing activities		12,657			(32,362	)

Cash flows from financing activities:
Proceeds from issuance of common stock under employee equity incentive plans and employee stock purchase plan		3,780			366
Excess tax benefits from stock-based compensation		133			—
Repurchases of common stock		—			(4,899	)

Net cash provided by (used in) financing activities		3,913			(4,533	)

Effect of exchange rate changes on cash and cash equivalents		(2,257	)		(1,976	)

Net increase (decrease) in cash and cash equivalents		37,441			(18,194	)
Cash and cash equivalents, beginning of period		97,805			129,478

Cash and cash equivalents, end of period	$	135,246		$	111,284

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

FORRESTER RESEARCH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Interim Consolidated Financial Statements

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. 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, 2009. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations, and cash flows as of the dates and for the periods presented have been included. The results of operations for the three months ended March 31, 2010 may not be indicative of the results for the year ending December 31, 2010, or any other period.

Reclassifications

Certain costs within the line items “costs of services and fulfillment” and “selling and marketing” have been reclassified in the prior year’s consolidated financial statements to properly reflect the nature of those costs. The reclassification did not have an effect on total operating expenses or income from operations.

Note 2 — Acquisitions

Forrester Middle East FZ-LLC

On January 22, 2009, Forrester acquired all of the outstanding share capital of Forrester Middle East FZ-LLC (FME), a Dubai, UAE based reseller of Forrester’s products that also offered consulting services to local customers, to expand the Company’s direct geographical presence in the area. The total purchase price was approximately $1.1 million of which approximately $0.6 million was paid on the acquisition date, $0.2 million was paid in the three months ended June 30, 2009 and $0.3 million was contingent upon the acquired company meeting certain financial metrics in 2009, which were not met and accordingly the final $0.3 million was not required to be paid by Forrester. The results of FME’s operations, which were not material to the consolidated financial statements, have been included in Forrester’s consolidated financial statements since January 22, 2009, with the revenue included within the client group segment to which it relates. Pro forma financial information has not been provided as it is not material to the consolidated results of operations.

Strategic Oxygen

On December 1, 2009, Forrester acquired the Strategic Oxygen business to further support Forrester’s syndicated business model and the Company’s role-based strategy. The total purchase price was approximately $7.3 million, of which approximately $4.6 million was paid on the acquisition date, $0.5 million was paid in February 2010 and $0.4 million is payable in June 2011 subject to reduction for indemnification claims. The remaining purchase price of $1.8 million represented contingent purchase price valued as of December 1, 2009, which was subject to adjustment based on the achievement of certain financial metrics related to the acquired business. Of the $1.8 million contingent purchase price, $0.2 million was paid in December 2009 and $1.2 million was paid in February 2010 as full consideration. At December 31, 2009, the Company maintained approximately $2.0 million in an escrow account classified as restricted cash in the Consolidated Balance Sheets related to the contingent purchase price. The balance of the escrow account was fully released as of March 31, 2010. The Company recorded a credit of approximately $0.5 million within general and administrative expense during the three months ended March 31, 2010 as a result of a reduction in the estimated amount of contingent purchase price from December 31, 2009 to the final calculation date. The results of Strategic Oxygen, which were not material to the consolidated financial statements, have been included in Forrester’s consolidated financial statements since December 1, 2009 in the Technology Industry Client Group segment. Pro forma financial information has not been provided as it is not material to the consolidated results of operations.

An agreement existed between an employee of Strategic Oxygen, who became an employee of Forrester upon the closing of the acquisition, and the seller of Strategic Oxygen that provided for an allocation of a portion of the contingent consideration from the seller to the employee. The contingent consideration was earned by the seller based upon the

financial performance of Strategic Oxygen for a short period of time subsequent to the acquisition. Forrester was not a party to this agreement; however, this payment in the amount of $0.2 million paid to Forrester’s employee by the seller is considered to have resulted in services that benefited Forrester, and therefore the payment was required to be recorded as a non-cash compensation expense, within general and administrative expense, by Forrester and a capital contribution to Forrester by the seller.

Note 3 – Marketable Investments

The following table summarizes the Company’s marketable investments:


			Gross		Gross
	Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value
March 31, 2010
Available-for-sale securities
State and municipal obligations	$	37,531	$	288	$	—			37,819
Federal agency and corporate obligations		70,165		441		—			70,606

Total short-term available-for-sale securities		107,696		729		—			108,425
Non-UBS ARS, long-term		11,000		—		(778	)		10,222

Total available-for-sale securities		118,696		729		(778	)		118,647
Trading securities
UBS ARS		29,225		—		(1,750	)		27,475
UBS Right		—		1,750		—			1,750

Total securities	$	147,921	$	2,479	$	(2,528	)	$	147,872


			Gross		Gross
	Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value
December 31, 2009
Available-for-sale securities
State and municipal obligations	$	45,392	$	482	$	(2	)		45,872
Federal agency and corporate obligations		73,992		498		—			74,490

Total short-term available-for-sale securities		119,384		980		(2	)		120,362
Non-UBS ARS		11,000		—		(1,050	)		9,950

Total available-for-sale securities		130,384		980		(1,052	)		130,312
Trading securities
UBS ARS		31,675		—		(2,100	)		29,575
UBS Right		—		2,100		—			2,100

Total securities	$	162,059	$	3,080	$	(3,152	)	$	161,987

Realized gains and losses on securities are included in earnings and are determined using the specific identification method. Realized gains or losses on the sale of the Company’s federal agency, state, municipal and corporate obligations were not material in the three months ended March 31, 2010 or 2009.

The following table summarizes the maturity periods of the marketable securities in the Company’s portfolio as of March 31, 2010. In February 2008, certain auction rate securities (“ARS”) that Forrester held experienced failed auctions that limited the liquidity of these securities. These auction failures have continued and based on current market conditions, it is likely that auction failures will continue. The following table reflects the ARS at their current auction reset dates. The actual contractual maturities of these investments were they not to reset would occur at various dates between 2022 and 2041.


	FY 2010		FY 2011		FY 2012		Total
			(in thousands)
Federal agency and corporate obligations	$	20,502	$	32,589	$	17,515	$	70,606
Non- ARS state and municipal obligations		22,139		14,680		1,000		37,819
UBS ARS		27,475						27,475
Non-UBS ARS		10,222						10,222
UBS Right		1,750						1,750

Total short and long-term investments	$	82,088	$	47,269	$	18,515	$	147,872

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


	As of March 31, 2010
	Less Than 12 Months				12 Months or Greater
	Market		Unrealized		Market		Unrealized
	Value		Losses		Value		Losses
State and municipal bonds	$	—	$	—	$	—	$	—
Non-UBS ARS		—		—		11,000		778

Total	$	—	$	—	$	11,000	$	778


	As of December 31, 2009
	Less Than 12 Months				12 Months or Greater
	Market		Unrealized		Market		Unrealized
	Value		Losses		Value		Losses
State and municipal bonds	$	1,148	$	2	$	—	$	—
Non-UBS ARS		11,000		1,050		—		—

Total	$	12,148	$	1,052	$	—	$	—

Fair Value

The Company measures certain financial assets at fair value on a recurring basis, including cash equivalents, available-for-sale securities and trading securities. The fair value of these financial assets 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 (cash equivalents and investments) measured at fair value on a recurring basis as of March 31, 2010 and December 31, 2009 (in thousands):


	As of March 31, 2010
	Level 1		Level 2		Level 3		Total
Money market funds (1)	$	65,096	$	—	$	—	$	65,096
Federal agency and corporate obligations		—		70,606		—		70,606
State and municipal obligations		—		37,819		37,697		75,516
UBS Right		—		—		1,750		1,750

Total	$	65,096	$	108,425	$	39,447	$	212,968


	As of December 31, 2009
	Level 1		Level 2		Level 3		Total
Money market funds (1)	$	50,472	$	—	$	—	$	50,472
Federal agency and corporate obligations		—		74,490		—		74,490
State and municipal obligations		—		45,872		39,525		85,397
UBS Right		—		—		2,100		2,100

Total	$	50,472	$	120,362	$	41,625	$	212,459


(1)		Included in cash and cash equivalents.

Level 2 assets consist of the Company’s entire portfolio of federal, state, municipal and corporate bonds, excluding those municipal bonds described below with an auction reset feature. Level 2 assets have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, typically utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, 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.

Level 3 assets primarily consist of municipal bonds with an auction reset feature (ARS) whose underlying assets are principally student loans which are substantially backed by the federal government and municipalities. Prior to 2008, the fair value of the ARS investments approximated par value due to the frequent resets through the auction process. While the Company continues to earn interest on its ARS investments at the contractual rate, these investments trade infrequently and therefore do not have a readily determinable market value. Accordingly, the estimated fair value of the ARS no longer approximates par value. At March 31, 2010, the Company held ARS with two investment advisors, both of which provided a valuation utilizing Level 3 inputs for the ARS investments. A large portion of these ARS are held by UBS AG (UBS), one of the Company’s investment advisors. UBS utilized a discounted cash flow approach to arrive at its valuation, which was corroborated by a separate and comparable discounted cash flow analysis prepared by the Company. The assumptions used in preparing the discounted cash flow model include estimates, based on data available at March 31, 2010, of interest rates, timing and amount of cash flows, credit and liquidity premiums, and expected holding periods of the ARS. The discounted cash flow technique was used to value the ARS investments, which have had limited market activity since the auction failures began in 2008. In November 2008, the Company accepted an offer (the “Right”) from UBS entitling the Company to sell at par value ARS originally purchased from UBS (approximately $29.2 million and $31.7 million par value at March 31, 2010 and December 31, 2009, respectively) (“UBS ARS”) at anytime during a two-year period from June 30, 2010 through July 2, 2012. The Company valued the Right as an asset using a discounted cash flow approach including estimates of interest rates, timing and amount of cash flow, adjusted for any bearer risk associated with UBS’s financial ability to repurchase the ARS beginning June 30, 2010, based on data available at March 31, 2010. The combined fair value of the Right and the UBS ARS is equal to the par value of the UBS ARS.

The other investment advisor provided a valuation at par value, which Forrester considered to be a Level 3 input based on the limited market activity. In addition to the valuation provided by the investment advisor, Forrester completed a valuation of the securities using a discounted cash flow model that included estimates of interest rates, timing and amount of cash flows, credit and liquidity premiums and expected holding periods of the securities. Forrester relied most heavily on its own valuation, based primarily on the lack of market activity in these securities, which resulted in an unrealized loss recorded in other comprehensive loss in the Consolidated Balance Sheets of $0.8 million and $1.1 million at March 31, 2010 and December 31, 2009, respectively. The Company believes that the loss is temporary due to the underlying credit rating of the securities and the fact that the Company does not intend to sell the securities and is not more likely than not to be required to sell the securities. The assumptions used in valuing both the ARS and the Right are volatile and subject to change as the underlying sources of these assumptions and market conditions change.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial assets for the three months ended March 31, 2010 and 2009 (in thousands):


	UBS
	Right			ARS
Balance at December 31, 2009	$	2,100		$	39,525
Sales/Maturities		—			(2,450	)
Total gains (losses):
Included in other comprehensive income		—			272
Included in earnings		(350	)		350

Balance at March 31, 2010	$	1,750		$	37,697


	UBS
	Right			ARS
Balance at December 31, 2008	$	6,887		$	39,613
Sales/Maturities		—			(1,250	)
Total gains (losses):
Included in other comprehensive income		—			(1,050	)
Included in earnings		(5,483	)		5,483

Balance at March 31, 2009	$	1,404		$	42,796

Note 4— Non-Marketable Investments

At March 31, 2010 and December 31, 2009, the carrying value of the Company’s non-marketable investments, which were comprised primarily of interests in technology-related private equity funds, were $5.9 million and $5.5 million, respectively.

One of the Company’s investments, with a book value of $1.9 million at March 31, 2010 and December 31, 2009, is being accounted for using the cost method and, accordingly, is valued at cost unless an other-than-temporary impairment in its value occurs or the investment is liquidated. The other investments are being accounted for using the equity method as the investments are limited partnerships and Forrester has an ownership interest in excess of 5% and, accordingly, Forrester records its share of the investee’s operating results each period. During the three months ended March 31, 2010 the Company recorded a gain of approximately $0.4 million which is included in gains on investments, net in the Consolidated Statements of Income. No gains or losses on investments were recorded during the three months ended March 31, 2009.

Note 5 — Reorganization

The following table rolls forward the activity in the reorganization accrual for the three months ended March 31, 2010 (in thousands):


	Workforce			Facility
	Reduction			Consolidation			Total
Accrual at December 31, 2009	$	98		$	1,587		$	1,685
Cash payments		(2	)		(347	)		(349	)

Accrual at March 31, 2010	$	96		$	1,240		$	1,336

The accrued costs related to the reorganization are expected to be paid as follows: $0.8 million in the remainder of 2010 and $0.5 million in 2011.

Note 6 — Net Income Per Common Share

Basic net income per common share is computed by dividing net income by the basic weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income 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 options and vesting of restricted stock units when dilutive.

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


	Three Months Ended
	March 31,
	2010		2009
Basic weighted average common shares outstanding		22,389		22,946
Weighted average common equivalent shares		488		160

Diluted weighted average common shares outstanding		22,877		23,106

As of March 31, 2010 and 2009, options to purchase 0.8 million and 2.2 million shares, respectively, were outstanding but not included in the diluted weighted average common share calculation as the effect would have been anti-dilutive.

Note 7 — Stockholders’ Equity

Comprehensive Income

The components of total comprehensive income for the three months ended March 31, 2010 and 2009 are as follows (in thousands):


	Three Months Ended
	March 31,
	2010			2009
Net income	$	5,772		$	2,631
Cumulative translation adjustment		(2,313	)		(1,726	)
Unrealized gain (loss) on marketable investments, net of tax		50			(534	)

Total comprehensive income	$	3,509		$	371

Equity Plans

Stock option activity for the three months ended March 31, 2010 is presented below (in thousands, except per share data):


				Weighted -		Weighted -
				Average		Average
				Exercise		Remaining		Aggregate
	Number			Price Per		Contractual		Intrinsic
	of Shares			Share		Term (in years)		Value
Outstanding at December 31, 2009		3,090		$	25.18
Granted		40			27.51
Exercised		(182	)		20.77
Forfeited		(49	)		29.35

Outstanding at March 31, 2010		2,899		$	25.42		6.26	$	16,550

Exercisable at March 31, 2010		1,939		$	24.92		5.21	$	12,943

Restricted stock unit activity for the three months ended March 31, 2010 is presented below (in thousands, except per share data):


				Weighted-
				Average
				Grant Date
	RSUs			Fair Value
Unvested at December 31, 2009		94,202		$	25.21
Granted		3,000			26.67
Vested or settled		—			—
Forfeited		(709	)		25.25

Unvested at March 31, 2010		96,493		$	25.25

Stock-Based Compensation

Forrester recognizes the fair value of stock-based compensation in net income over the requisite service period of the individual grantee, which generally equals the vesting period. Forrester recorded approximately $1.1 million and $2.2 million of stock-based compensation in the accompanying Consolidated Statements of Income for the three months ended March 31, 2010 and 2009, respectively, included in the following expense categories (in thousands):


	Three Months Ended
	March 31,
	2010		2009
Cost of services and fulfillment	$	449	$	1,149
Selling and marketing		244		365
General and administrative		413		678

Total	$	1,106	$	2,192

Forrester utilizes the Black-Scholes valuation model for estimating the fair value of stock-based compensation. Options granted under the incentive plans and shares subject to purchase under the employee stock purchase plan were valued using the following assumptions:


	Three Months Ended						Three Months Ended
	March 31, 2010						March 31, 2009
	Equity Incentive			Employee Stock			Equity Incentive			Employee Stock
	Plans			Purchase Plan			Plans			Purchase Plan
Average risk-free interest rate		1.99	%		0.15	%		1.37	%		0.30	%
Expected dividend yield	None			None			None			None
Expected life	3.5 Years			0.5 Years			3.5 Years			0.5 Years
Expected volatility		40	%		25	%		44	%		44	%
Weighted average fair value	$	8.58		$	5.89		$	8.24		$	7.71

Treasury Stock

The Board of Directors of the Company has authorized an aggregate $200 million to purchase common stock under the stock repurchase program. The shares repurchased may be used, among other things, in connection with Forrester’s employee equity incentive and purchase plans. No shares were repurchased during the three months ended March 31, 2010. As of March 31, 2010, Forrester had repurchased approximately 7.0 million shares of common stock at an aggregate cost of approximately $141.3 million.

Note 8 – 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 adjustments to the Company’s tax expense related to the prior fiscal year, changes in tax rates, foreign exchange losses on the remeasurement of deferred tax liabilities and tax benefits related to disqualifying dispositions of incentive stock options are treated as discrete items and are recorded in the period in which they arise.

Note 9 — Operating Segments

Forrester is organized into three client groups with each client group responsible for writing relevant research for the roles within the client organizations on a worldwide basis. The three client groups are: Information Technology (“IT”), Technology Industry (“TI”), and Marketing and Strategy (“M&S”). All of the client groups generate revenues through sales of research and advisory and other service offerings targeted at specific roles within their targeted clients. Each of the client groups consists of research personnel focused primarily on issues relevant to particular roles and to the day-to-day responsibilities of persons within the roles. Amounts included in the “Events” segment relate to the operations of the events production department. Revenue reported in the Events segment consists primarily of sponsorships and event tickets to Forrester events.

Forrester evaluates reportable segment performance and allocates resources based on direct margin. Direct margin, as presented below, is defined as operating income excluding sales expenses, certain marketing and fulfillment expenses, stock-based compensation expense, general and administrative expenses, depreciation expense, amortization of intangibles and reorganization costs. In the first quarter of 2010, the Company modified its calculation of segment direct margin to exclude all selling costs. Accordingly, the 2009 amounts have been reclassified to conform to the current

presentation. The accounting policies used by the reportable segments are the same as those used in the consolidated financial statements.

Forrester does not identify or allocate assets, including capital expenditures, by operating segment. Accordingly, assets are not being reported by segment because the information is not available by segment and is not reviewed in the evaluation of performance or in making decisions on the allocation of resources.

The following tables present information about reportable segments (in thousands).


	IT		TI		M&S		Events			Consolidated
Three months ended March 31, 2010
Revenue	$	22,811	$	18,530	$	16,760	$	1,079		$	59,180
Direct margin		15,913		13,915		10,159		(120	)		39,867
Selling, marketing, administrative and other expenses											(31,224	)
Amortization of intangible assets											(905	)

Income from operations										$	7,738


	IT		TI		M&S		Events		Consolidated
Three months ended March 31, 2009
Revenue	$	22,830	$	17,057	$	15,122	$	1,398	$	56,407
Direct margin		15,632		13,053		8,085		134		36,904
Selling, marketing, administrative and other expenses										(29,922	)
Amortization of intangible assets										(656	)
Reorganization costs										(3,141	)

Income from operations									$	3,185

Note 10 — Recent Accounting Pronouncements

Effective January 1, 2010 the Company adopted ASU No. 2010-06, “ Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements" , or ASU 2010-06. A reporting entity should provide additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3 fair value measurements. The adoption of the additional disclosures for Level 1 and Level 2 fair value measurements did not have an impact on the Company’s financial position, results of operations or cash flows. The disclosures regarding Level 3 fair value measurements do not become effective until January 1, 2011 and, given such, the Company is currently evaluating the potential impact of this part of the update.

Effective January 1, 2010, the Company adopted ASU No. 2009-17, “ Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities" , or ASU 2009-17. The amendments in this update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. The adoption of this standard did not have an impact on the Company’s financial position, results of operations or cash flows.

In September 2009, the FASB issued Update No. 2009-13, “Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force” (ASU 2009-13). It updates the existing multiple-element revenue arrangements guidance currently included under ASC 605-25, which originated primarily from the guidance in EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance primarily provides two significant changes: 1) eliminates the need for objective and reliable evidence of the fair value for the undelivered element in order for a delivered item to be treated as a separate unit of accounting, and 2) eliminates the residual method to allocate the arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue recognition. ASU 2009-13 will be effective for the first annual reporting period beginning on or after June 15, 2010, with early adoption permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. The Company is currently assessing the future impact of this new accounting update to its consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF 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. These statements include, but are not limited to, statements about the adequacy of our liquidity and capital resources and the success of and demand for our research and advisory products and services. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual future activities and results to differ include, among others, our ability to respond to business and economic conditions, technology spending, market trends, competition, the ability to attract and retain professional staff, possible variations in our quarterly operating results, any cost savings related to reductions in force and associated actions, risks associated with our ability to offer new products and services and our dependence on renewals of our membership-based research services and on key personnel. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, 2009. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

We derive revenues from memberships to our research products, performing advisory services and consulting projects, and hosting events. We offer contracts for our research products that are typically renewable annually and payable in advance. Research revenues are recognized as revenue ratably over the term of the contract. Accordingly, a substantial portion of our billings are initially recorded as deferred revenue. Clients purchase advisory services independently and/or to supplement their memberships to our research. Billings attributable to advisory services and consulting projects are initially recorded as deferred revenue. Advisory service revenues are recognized during the period in which the customer receives the agreed upon deliverable and consulting project revenues, which are short-term in nature and based upon fixed-fee agreements, are recognized as the services are provided. Event billings 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 research personnel and all associated editorial, travel, and support services. Selling and marketing expenses include salaries, bonuses, employee benefits, stock-based compensation expense, travel expenses, promotional costs, sales commissions, 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 strategy groups and our other administrative functions, including salaries, bonuses, employee benefits, and stock-based compensation expense. Overhead costs such as facilities are allocated to these categories according to the number of employees in each group.

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

	•		Deferred revenue - billings in advance of revenue recognition as of the measurement date.

	•		Agreement value - the total revenues recognizable from all research and advisory service contracts in force at a given time (but not including advisory-only contracts), without regard to how much revenue has already been recognized. No single client accounted for more than 2% of agreement value at March 31, 2010.

	•		Client retention - the percentage of client companies with memberships expiring during the most recent twelve-month period who renewed one or more of those memberships during that same period.

	•		Dollar retention – the percentage of the dollar value of all client membership contracts renewed during the most recent twelve-month period to the total dollar value of all client membership contracts that expired during the period.

	•		Enrichment – the percentage of the dollar value of client membership contracts renewed during the period to the dollar value of the corresponding expiring contracts.

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


	As of						Absolute			Percentage
	March 31,						Increase			Increase
	2010			2009			(Decrease)			(Decrease)
Deferred revenue	$	117.6		$	108.4		$	9.2			8	%
Agreement value	$	185.3		$	201.9		$	(16.6	)		(8	)%
Client retention		77	%		73	%		4			5	%
Dollar retention		88	%		83	%		5			6	%
Enrichment		98	%		101	%		(3	)		(3	)%
Number of clients		2,487			2,585			(98	)		(4	)%

The increase in deferred revenue from March 31, 2009 to March 31, 2010 is primarily due to increased demand for our products due to the improvement in the economy as well as the effect of the Strategic Oxygen acquisition in December 2009. The decrease in agreement value from March 31, 2009 to March 31, 2010 is primarily due to a change in the calculation to exclude agreement value in excess of the first year value for multiple year contracts signed in 2009 and beyond. Our client retention metrics, which are based on a twelve-month period, showed mixed results. Client and dollar retention rates have increased which is consistent with improved economic activity in 2010; however, the enrichment rate at March 31, 2010, which trended up from 96% at December 31, 2009, still lags the March 31, 2009 rate.

Critical Accounting Policies and Estimates

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 accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our policies and estimates, including but not limited to, those related to our revenue recognition, stock-based compensation, allowance for doubtful accounts, non-marketable investments, goodwill and other intangible assets, income taxes and valuation and impairment of marketable investments. Management bases its estimates on historical experience, data available at the time the estimates are made and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2009.

Results of Operations

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


	Three Months Ended
	March 31,
	2010			2009
Revenues:
Research services		67	%		69	%
Advisory services and other		33			31

Total revenues		100			100
Operating expenses:
Cost of services and fulfillment		38			41
Selling and marketing		34			33
General and administrative		12			12
Depreciation		2			2
Amortization of intangible assets		1			1
Reorganization costs		—			5

Income from operations		13			6
Other income, net		2			2
Gains on investments, net		1			—

Income before income taxes		16			8
Income tax provision		6			3

Net income		10	%		5	%

Revenues


	Three Months Ended
	March 31,						Absolute			Percentage
	2010			2009			Increase			Increase
	(dollars in millions)						(Decrease)			(Decrease)
Revenues	$	59.2		$	56.4		$	2.8			5	%
Revenues from research services	$	39.4		$	39.1		$	0.3			1	%
Revenues from advisory services and other	$	19.8		$	17.3		$	2.5			14	%
Revenues attributable to customers outside of the US	$	17.6		$	16.1		$	1.5			9	%
Percentage of revenue attributable to customers outside of the US		30	%		29	%		1	%		3	%
Number of clients (at end of period)		2,487			2,585			(98	)		(4	)%
Number of research employees (at end of period)		357			389			(32	)		(8	)%
Number of events		4			4			—			—

The increase in total revenues is principally the result of the acquisition of Strategic Oxygen in December 2009 (approximately 2% of revenue growth), increased demand for our advisory and consulting services, and the impact of foreign exchange (approximately 1% of revenue growth). The increase in international revenues as a percentage of total revenues is primarily attributable to foreign exchange rates.

Cost of Services and Fulfillment


	March 31,						Increase			Increase
	2010			2009			(Decrease)			(Decrease)
Cost of services and fulfillment (dollars in millions)	$	22.3		$	23.0		$	(0.7	)		(3	)%
Cost of services and fulfillment as a percentage of total revenues		38	%		41	%		(3	)		(7	)%
Number of research and fulfillment employees (at end of period)		429			466			(37	)		(8	)%

The decrease in cost of services and fulfillment in dollars and as a percentage of total revenues during the three months ended March 31, 2010 compared to the prior period is primarily the result of the presence in the prior period of stock-based compensation expense from the accelerated vesting of performance-based stock options. The decrease in expenses was also attributable to lower facility and salary costs due to a decrease in the number of employees, partially offset by increased travel related costs and increased costs due to the acquisition of Strategic Oxygen.

Selling and Marketing


	March 31,						Increase		Increase
	2010			2009			(Decrease)		(Decrease)
Selling and marketing expenses (dollars in millions)	$	20.1		$	18.4		$	1.7		9	%
Selling and marketing expenses as a percentage of total revenues		34	%		33	%		1		3	%
Selling and marketing employees (at end of period)		404			384			20		5	%

The increase in selling and marketing expenses in dollars and as a percentage of total revenues during the three months ended March 31, 2010 is primarily due to an increase in compensation and benefits costs resulting from an increase in the number of selling and marketing employees as well as to an increase in sales commissions. The increase is also attributable to increased travel related costs and professional services, partially offset by lower facility costs.

General and Administrative


	Three Months Ended						Absolute		Percentage
	March 31,						Increase		Increase
	2010			2009			(Decrease)		(Decrease)
General and administrative expenses (dollars in millions)	$	7.2		$	7.0		$	0.2		3	%
General and administrative expenses as a percentage of total revenues		12	%		12	%		—		—
General and administrative employees (at end of period)		153			143			10		7	%

The increase in general and administrative expense during the three months ended March 31, 2010 is primarily due to an increase in compensation and benefits costs resulting from an increase in the number of general and administrative employees as well as to an increase in travel related costs.

Depreciation


	March 31,						Increase			Increase
	2010			2009			(Decrease)			(Decrease)
Depreciation expense (dollars in millions)	$	0.9		$	1.1		$	(0.2	)		(18	)%
Depreciation expense as a percentage of total revenues		2	%		2	%		—			—

Depreciation expense was consistent during the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

Amortization of Intangible Assets


	March 31,						Increase		Increase
	2010			2009			(Decrease)		(Decrease)
Amortization expense (dollars in millions)	$	0.9		$	0.7		$	0.2		29	%
Amortization expense as a percentage of total revenues		1	%		1	%		—		—

Amortization expense was consistent during the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

Reorganization Costs


	March 31,					Increase			Increase
	2010		2009			(Decrease)			(Decrease)
Reorganization costs (dollars in millions)	$	—	$	3.1		$	(3.1	)		(100	)%
Reorganization costs as a percentage of total revenues		—		5	%		(5	)		(100	)%

Reorganization costs of $3.1 million in 2009 primarily related to severance and related benefits costs incurred in connection with the termination of approximately 50 positions and to facility consolidation costs.

Other Income, Net


	March 31,						Increase			Increase
	2010			2009			(Decrease)			(Decrease)
Other income, net (dollars in millions)	$	1.1		$	1.3		$	(0.2	)		(15	)%
Other income, net as a percentage of total revenues		2	%		2	%		—			—

The decrease in other income, net, in the three months ended March 31, 2010 is primarily due to lower interest income resulting from lower returns on invested capital.

Gains on Investments, Net


	March 31,						Increase		Increase
	2010			2009			(Decrease)		(Decrease)
Gains on investments, net (dollars in millions)	$	0.4		$	—		$	0.4		N/A
Gains on investments, net as a percentage of total revenues		1	%		0	%		1		N/A

Gains on investments during the three months ended March 31, 2010 represent our share of our equity method investment gains for the period.

Provision for Income Taxes


	March 31,						Increase			Increase
	2010			2009			(Decrease)			(Decrease)
Provision for income taxes (dollars in millions)	$	3.5		$	1.8		$	1.7			94	%
Effective tax rate		38	%		41	%		(3	)		(7	)%

The decrease in the effective tax rate during the three months ended March 31, 2010 is primarily due to a non-cash foreign exchange gain on the remeasurement of a euro-denominated deferred tax liability.

Liquidity and Capital Resources

We have financed our operations primarily through funds generated from operations. Memberships for research services, which constituted approximately 67% of our revenues during the three months ended March 31, 2010, are annually renewable and are generally payable in advance. We generated cash from operating activities of $23.1 million and $20.7 million during the three months ended March 31, 2010 and 2009, respectively. The increase in cash provided from operations of $2.4 million for the three months ended March 31, 2010 is primarily attributable to an increase in net income of $3.1 million for the period. We generated $19.8 million of cash from the collection of accounts receivable during the three months ended March 31, 2010. In the first quarter of the year, we traditionally generates a significant amount of cash from collections of accounts receivable, as a significant portion of our business is contracted for and billed in the fourth quarter of the year.

During the three months ended March 31, 2010, we generated $12.7 million of cash from investing activities, consisting primarily of $13.7 million in proceeds from net maturities of marketable investments which was partially offset by $1.4 million of property and equipment purchases. In addition, approximately $1.9 million was released from an escrow account as the contingent purchase price element of the Strategic Oxygen acquisition was settled and paid during the quarter. During the three months ended March 31, 2009, we used $32.4 million of cash from investing activities, consisting primarily of $29.5 million used for net purchases of marketable investments and $2.6 million of property and equipment purchases. We regularly invest excess funds in short and intermediate-term interest-bearing obligations of investment grade.

We generated $3.9 million of cash in financing activities during the three months ended March 31, 2010 from proceeds from exercises of employee stock options. We did not repurchase any of our common stock during the current period; however, we intend to be opportunistic regarding future purchases of our common stock and have $58.8 million remaining on our repurchase authorization. We used $4.5 million of cash from financing activities during the three months ended March 31, 2009 primarily from $4.9 million of purchases of our common stock, partially offset by $0.4 million of proceeds from exercises of employee stock options.

As of March 31, 2010, we held approximately $37.7 million ($40.2 million par value) of state and municipal bonds with an auction reset feature (auction rate securities or “ARS”) whose underlying assets are generally student loans which are substantially backed by the federal government or municipalities. In February 2008, auctions began to fail for these securities and have continued to fail. As a result, our ability to liquidate our investment and fully recover the carrying value of our investment in the near term may be limited or not exist. In November 2008, we accepted an offer (the “Right”) from UBS AG (“UBS”), one of our investment advisors, entitling us to sell at par ARS originally purchased from UBS (approximately $29.2 million par value) at anytime during a two-year period from June 30, 2010 – July 2, 2012 (“UBS ARS”). We currently intend to sell our UBS ARS, valued at $27.5 million at March 31, 2010, to UBS under the Right during the second half of 2010. Based on our expected operating cash flows and our cash resources, we do not anticipate the current lack of liquidity on our ARS investments will affect our ability to execute our current business plan.

As of March 31, 2010, we had cash and cash equivalents of $135.2 million and marketable investments and long-term investments of $147.9 million. We do not have a line of credit and do not presently anticipate the need to access a line of credit in the foreseeable future. We plan to continue to introduce new products and services and expect to make minimal investments in our infrastructure during the next 12 months. We believe that our current cash balance, short-term

investments, and cash flows from operations will satisfy working capital, financing activities, and capital expenditure requirements for at least the next two years. Under a build-to-suit lease entered into on September 29, 2009, whereby the landlord will build a new corporate headquarters for us in Cambridge, Massachusetts, we have committed to construct approximately $14.8 million of leasehold improvements in the building under the terms of the lease. We expect to incur the majority of these costs in 2011. The funding for the leasehold improvements has been placed in an escrow account and is included in restricted cash on the Consolidated Balance Sheets at March 31, 2010 and December 31, 2009. The $14.8 million in escrow will be increased or decreased based upon the final estimate of construction costs and will be released from escrow as the leasehold improvements are constructed.

Contractual Obligations

There have been no material changes to the contractual obligations tables as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our assessment of our sensitivity to market risk since our presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2009.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined under Securities Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2010. 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 as of that date.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

10.1 Forrester Research, Inc. Stock Option Plan for Directors, as amended

31.1 Certification of the Principal Executive Officer

31.2 Certification of the Principal Financial Officer

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

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

SIGNATURES

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


	FORRESTER RESEARCH, INC.
	By:	/s/ Michael A. Doyle
		Michael A. Doyle
		Chief Financial Officer and Treasurer (principal financial officer)

Date: May 10, 2010

Exhibit Index


Exhibit No.		Document
10.1		Forrester Research, Inc. Stock Option Plan for Directors, as amended

31.1		Certification of the Principal Executive Officer

31.2		Certification of the Principal Financial Officer

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

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

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Note 1 Interim Consolidated Financial Statements Note 2 Acquisitions Note 3 Marketable Investments Note 4 Non-marketable Investments Note 5 Reorganization Note 6 Net Income Per Common Share Note 7 Stockholders Equity Note 8 Income Taxes Note 9 Operating Segments Note 10 Recent Accounting Pronouncements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 6. Exhibits

Exhibits

EX-10.1 Forrester Research, Inc. Stock Option Plan for Directors, as amended EX-31.1 Certification of the Principal Executive Officer EX-31.2 Certification of the Principal Financial Officer EX-32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EX-32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

FORR 10-Q Quarter ended March 31, 2010

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Exhibits