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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED
March 31,
2025
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 May 5, 2025
,
19,063,000
shares of the registrant’s common stock were outstanding.
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, 2024. 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 loss, 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, 2025 may not be indicative of the results for the year ending December 31, 2025
, 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).
Three Months Ended March 31,
2025
2024
Cash and cash equivalents shown in balance sheets
$
75,592
$
61,379
Restricted cash classified in other assets
(1):
2,166
2,113
Cash, cash equivalents and restricted cash shown in statement of cash flows
$
77,758
$
63,492
(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.
Adoption of New Accounting Pronouncements
There were no recent accounting pronouncements adopted by the Company during the quarter ended March 31, 2025.
Recent Accounting Pronouncements
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 annual filings for the Company beginning in 2025, and quarterly filings thereafter. The adoption of the standard will result in additional disclosures in the Company's income tax footnote.
In November 2024, the FASB issued ASU No. 2024-03,
Disaggregation of Income Statement Expenses
. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standard will be effective for the Company on January 1, 2027, with early adoption permitted. The Company anticipates adopting this standard on January 1, 2027, which will result in additional disclosures of expenses in the footnotes to its financial statements.
7
Note 2 — Divestiture
In August 2024, 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, 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 year ended December 31, 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.
As of March 31, 2025
, the balance of the note receivable, inclusive of interest at the stated rate of
8
%, is $
9.6
million. The repayment terms of the note were modified during the first quarter of 2025 resulting in $
1.5
million plus all accrued interest being due in December 2025, and the remainder due in the second quarter of 2026. The short-term portion of the note is recorded within prepaid expenses and other current assets and the long-term portion is recorded in other assets in the Consolidated Balance Sheets. The Company measures the note receivable on an amortized cost basis and records the estimate of any expected credit losses on the note receivable as an allowance for credit losses. In conjunction with the modification of the repayment terms of the note, the Company updated its analysis of the current expected credit loss for the note, utilizing a market implied credit loss methodology. As a result, during the
three months ended March 31, 2025
, the Company recorded a $
0.9
million allowance for credit losses. The allowance for credit losses is reported as a valuation account on the balance sheet that is deducted from the note receivable’s amortized cost basis and is included in loss on investments, net in the Consolidated Statement of Operations. If any amount of the note is determined by the Company to be uncollectible due to the borrower’s failure to meet repayment terms or due to the borrower's deteriorating financial condition, the write-off amount, reduced by any previously recorded allowances, would also be recorded in losses on investments. During the year ended December 31, 2024, no material allowance or write-off amounts were recorded.
Note 3 — Marketable Investments
The following table summarizes the Company’s marketable investments (in thousands):
As of March 31, 2025
Gross
Gross
Amortized
Unrealized
Unrealized
Market
Cost
Gains
Losses
Value
Corporate obligations
$
18,439
$
51
$
(
5
)
$
18,485
Federal agency obligations
750
—
(
1
)
749
Money market funds
39,428
—
—
39,428
Total
$
58,617
$
51
$
(
6
)
$
58,662
As of December 31, 2024
Gross
Gross
Amortized
Unrealized
Unrealized
Market
Cost
Gains
Losses
Value
Corporate obligations
$
12,140
$
46
$
(
6
)
$
12,180
Money market funds
36,402
—
—
36,402
Total
$
48,542
$
46
$
(
6
)
$
48,582
Realized gains and losses on investments are included in earnings and are determined using the specific identification method. Sales of marketable investments during 2025 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 months ended March 31, 2025 and 2024.
The following table summarizes the maturity periods of the marketable investments in the Company’s portfolio as of
March 31, 2025 (in thousands).
FY 2025
FY 2026
FY 2027
FY 2028
Total
Corporate obligations
$
7,063
$
7,042
$
3,877
$
503
$
18,485
Federal agency obligations
—
—
500
249
749
Money market funds
39,428
—
—
—
39,428
Total
$
46,491
$
7,042
$
4,377
$
752
$
58,662
8
The following table shows the gross unrealized losses and market value of the Company’s available-for-sale securities with unrealized losses that are not deemed to be other-than-temporary, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):
As of March 31, 2025
Less Than 12 Months
12 Months or Greater
Market
Unrealized
Market
Unrealized
Value
Losses
Value
Losses
Corporate obligations
$
5,244
$
5
$
—
$
—
Federal agency obligations
749
1
—
—
Total
$
5,993
$
6
$
—
$
—
As of December 31, 2024
Less Than 12 Months
12 Months or Greater
Market
Unrealized
Market
Unrealized
Value
Losses
Value
Losses
Corporate obligations
$
803
$
4
$
997
$
2
Total
$
803
$
4
$
997
$
2
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.
As a result of the substantial and sustained decline in the Company's stock price and its overall market capitalization from mid-February 2025 through March 31, 2025, along with other qualitative considerations, including the continued impact from the conditions in the macroeconomic environment, uncertainty created by the recently announced changes in the United States’ trade policies, and the larger than expected decline in contract bookings during the first quarter of 2025, it was determined a triggering event occurred as of March 31, 2025, indicating goodwill may be impaired. Accordingly, the Company conducted a quantitative impairment test of its goodwill as of March 31, 2025 for its two reporting units (Research and Consulting) that have goodwill. The Company estimated the implied fair value of its reporting units using an equal weighting of an income approach and market approach. As a result of the quantitative impairment test performed, the Company determined goodwill was impaired for its Research reporting unit and recorded a goodwill impairment charge of $
83.9
million during the period ended March 31, 2025.
The income approach was based upon projected future cash flows that were discounted to present value. The key underlying assumptions included forecasted revenues, gross profit and operating expenses, terminal growth rate, as well as an applicable discount rate for each reporting unit. The key assumptions in the market approach were the earnings multiple and market participant acquisition premium. Fair value estimates are based on a complex series of judgments about future events and rely heavily on estimates and assumptions that have been deemed reasonable by the Company. Changes in the estimates or assumptions used in the quantitative impairment test could materially affect the determination of fair value of the Company’s reporting units and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to, lower than expected bookings growth, increases in costs, and other macroeconomic factors.
The Company will complete its annual goodwill impairment test as of November 30, 2025. In addition, throughout the remainder of 2025, the Company will continue to monitor relevant facts and circumstances, including future changes in its stock price, to determine if another interim impairment test is required. The Company may be required to record additional goodwill impairment charges. While management cannot predict if or when additional goodwill impairments may occur, future goodwill impairments could have material adverse effects on the Company's results of operations and financial condition.
Goodwill of $
8.2
million is allocated to the Company’s Consulting reporting unit, w
hich had a negative carrying value as of March 31, 2025, the date of the impairment test.
9
The change in the carrying amount of goodwill for the
three months ended March 31, 2025 is summarized as follows (in thousands):
Research Segment
Consulting Segment
Total
Balance at December 31, 2024
$
219,814
$
8,145
$
227,959
Impairment
(
83,895
)
—
(
83,895
)
Translation adjustments
1,160
43
1,203
Balance at March 31, 2025
$
137,079
$
8,188
$
145,267
The Company reviews long-lived assets, including property and equipment, operating lease right-of-use assets, and finite-lived intangible assets, for impairment when an event occurs that may indicate potential impairment. In connection with the identified triggering event as of March 31, 2025, the Company performed, prior to the goodwill impairment test, a quantitative assessment of its long-lived assets by comparing undiscounted future cash flows to the net carrying value of the underlying assets, and concluded that its long-lived assets were not impaired. However, if future events occur or if business conditions deteriorate, the Company may be required to record an impairment loss, and or accelerate the amortization of finite-lived intangible assets in the future, which could be material to its results of operations and financial condition.
Finite-Lived Intangible Assets
The carrying values of finite-lived intangible assets are as follows (in thousands):
March 31, 2025
Gross
Net
Carrying
Accumulated
Carrying
Amount
Amortization
Amount
Amortizable intangible assets:
Customer relationships
$
77,000
$
52,027
$
24,973
Technology
13,000
12,981
19
Trademarks
12,000
11,734
266
Total
$
102,000
$
76,742
$
25,258
December 31, 2024
Gross
Net
Carrying
Accumulated
Carrying
Amount
Amortization
Amount
Amortizable intangible assets:
Customer relationships
$
77,000
$
49,946
$
27,054
Technology
13,000
12,978
22
Trademarks
12,000
11,601
399
Total
$
102,000
$
74,525
$
27,475
Estimated intangible asset amortization expense for each of the four succeeding years is as follows (in thousands):
2025 (remainder)
$
6,517
2026
8,335
2027
8,324
2028
2,082
Total
$
25,258
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 March 31, 2025.
10
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.
Up to $
5.0
million of the credit facility is available for the issuance of letters of credit, and any drawings under the letters of credit must be reimbursed within one business day. As of
March 31, 2025,
$
1.0
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:
March 31, 2025
December 31, 2024
Credit facility
$
35,000
$
35,000
The contractual annualized interest rate as of March 31, 2025
was
5.67
%.
The Company
had $
114.0
mil
lion of available borrowing capacity on the credit facility (not including the expansion feature) as of March 31, 2025. The weighted average annual effective interest rate for the three months ended March 31, 2025 w
as
5.68
%.
All obligations under the credit facility are unconditionally guaranteed by each of the Company’s existing and future, direct and indirect, material wholly-owned domestic subsidiaries, other than certain excluded subsidiaries, and are collateralized by a first priority lien on substantially all tangible and intangible assets, including intellectual property, and all of the capital stock of the Company's subsidiaries (limited to
65
% of the voting equity of certain subsidiaries).
Note 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 March 31,
2025
2024
Operating lease cost
$
2,538
$
3,094
Short-term lease cost
375
214
Variable lease cost
1,143
1,230
Sublease income
—
(
130
)
Total lease cost
$
4,056
$
4,408
Additional lease information is summarized in the following table (in thousands, except lease term and discount rate):
For the Three Months Ended March 31,
2025
2024
Cash paid for amounts included in the measurement of operating
lease liabilities
$
3,161
$
3,630
Operating lease ROU assets obtained in exchange for lease
obligations
$
—
$
408
Weighted-average remaining lease term - operating leases (years)
3.5
4.1
Weighted-average discount rate - operating leases
4.1
%
4.2
%
Future minimum lease payments under non-cancelable leases as of
March 31, 2025 are as follows (in thousands):
Operating Lease
Payments
2025 (remainder)
$
10,420
2026
12,306
2027
5,740
2028
2,911
2029
2,883
Thereafter
3,209
Total lease payments
37,469
Less imputed interest
(
2,907
)
Present value of lease liabilities
$
34,562
11
Lease balances as of
March 31, 2025 are as follows (in thousands):
Operating lease ROU assets
$
24,802
Short-term operating lease liabilities
(1)
$
12,563
Non-current operating lease liabilities
21,999
Total operating lease liabilities
$
34,562
(1)
Included in accrued expenses and other current liabilities in the Consolidated Balance Sheets.
The Company’s leases do not contain residual value guarantees, material restrictions, or covenants.
During the three months ended March 31, 2024,
the Company recorded $
3.2
million of ROU asset impairments and $
0.6
million of leasehold improvements impairments related to closing the 11th floor of its offices located in
San Francisco,
California. The impairments are included in restructuring 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 March 31,
Revenues: (1)
2025
2024
North America
$
72,504
$
79,629
Europe
11,033
13,437
Asia Pacific
4,833
4,891
Other
1,506
2,120
Total
$
89,876
$
100,077
(1)
Revenue location is determined based on where the products and services are consumed.
Contract Assets and Contract Liabilities
Accounts Receivable
Accounts receivable includes amounts billed and currently due from customers. Since the only condition for payment of the Company’s invoices is the passage of time, a receivable is recorded on the date an invoice is issued. Also included in accounts receivable are unbilled amounts resulting from revenue exceeding the amount billed to the customer, where the right to payment is unconditional. If the right to payment for services performed was conditional on something other than the passage of time, the unbilled amount would be recorded as a separate contract asset. There were
no
contract assets as of
March 31, 2025 or 2024.
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 March 31, 2025 and 2024, the Company recogn
ized $
58.3
million
and $
62.5
million of
revenue, respectively, related to its deferred revenue balance at January 1 of each such period.
12
Approxima
tely $
369.7
million o
f
revenue is expected to be recognized during the next
36 months
from remaining performance obligations as of
March 31, 2025.
Reserves for Credit Losses
The allowance for expected credit losses on accounts receivable for the
three months ended March 31, 2025 is summarized as follows (in thousands):
Total
Allowance
Balance at December 31, 2024
$
434
Provision for expected credit losses
(
123
)
Write-offs
61
Balance at March 31, 2025
$
372
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 March 31, 2025 and 2024 wa
s $
7.6
mil
lion and $
7.9
million, re
spectively. The Company evaluates the recoverability of deferred commissions at each balance sheet date and there were
no
impairments recorded during the
three months ended March 31, 2025 and 2024
.
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
three months ended March 31, 2025, the Company entered into three foreign currency forward exchange contracts, all of which settled by March 31, 2025. Accordingly, as of March 31, 2025, there is no amount recorded in the Consolidated Balance Sheets for these contracts. During the three months ended March 31, 2024, the Company entered into three foreign currency forward exchange contracts, all of which settled by March 31, 2024. Accordingly, as of March 31, 2024, 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 gains (losses) recognized in the Consolidated Statements of Operations for the derivative contracts for the periods indicated (in thousands):
Three Months Ended
March 31,
Amount recorded in:
2025
2024
Other income, net
$
138
$
(
14
)
13
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.
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 March 31, 2025
Level 1
Level 2
Total
Assets:
Money market funds (1)
$
64,643
$
—
$
64,643
Marketable investments (3)
—
19,234
19,234
Total Assets
$
64,643
$
19,234
$
83,877
As of December 31, 2024
Level 1
Level 2
Total
Assets:
Money market funds (2)
$
52,395
$
—
$
52,395
Marketable investments (3)
—
12,180
12,180
Total Assets
$
52,395
$
12,180
$
64,575
(1)
U.S. based
funds of $
25.2
million are included in cash and cash equivalents and non-U.S. based funds of $
39.4
million are
included in marketable investments in the Consolidated Balance Sheets.
(2)
U.S. based funds of $
16.0
million are included in cash and cash equivalents and non-U.S. based funds of $
36.4
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 three months ended March 31, 2025
, 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 – Non-Marketable Investments
At March 31, 2025 and December 31, 2024, the carrying value of the Company’s non-marketable investments, which were composed primarily of an interest in a standalone real-time feedback company (see Note 2 -
Divestiture
) and of interests in technology-related private equity funds, was $
3.1
million and $
3.2
million, respectively, and are included in other assets in the Consolidated Balance Sheets.
One of the Company’s investments, with a carrying value of $
2.6
million at
March 31, 2025 is being accounted for using the cost method and, accordingly, is valued at cost less impairments, if any. The Company’s other investment is accounted for using the equity method. Accordingly, the Company records its share of the investee’s operating results each period, which are included in loss on investments, net in the Consolidated Statement of Operations.
Gains and losses from non-marketable investments were immaterial during the three months ended March 31, 2025 and 2024.
14
The Company uses the cumulative earnings approach to classify distributions received from equity method investments. During the three months ended March 31, 2025
, $
1.4
million was distributed from the funds to the Company.
This amount was included within other investing activity in the Consolidated Statements of Cash Flows as it was considered a return on investment. During the three months ended March 31, 2024
,
no
distributions were received from the funds.
Note 11 — 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, goodwill impairments, 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 benefit for the three months ended March 31, 2025 w
as $
1.0
million resulting in an effective tax rate of
1.2
% f
or the period. Income tax benefit for the three months ended March 31, 2024 was
$
2.1
million resulting in an effective tax rate of
24.0
% for the period.
The decrease in the effective tax rate during the three months ended March 31, 2025
was primarily due to the goodwill impairment charge, which is not deductible for tax purposes.
Note 12 — Accumulated Other Comprehensive Loss (“AOCL”)
The components of accumulated other comprehensive loss are as follows (net of tax, in thousands):
Marketable
Translation
Investments
Adjustment
Total AOCL
Balance at December 31, 2024
$
29
$
(
7,775
)
$
(
7,746
)
Foreign currency translation (1)
—
2,458
2,458
Unrealized gain, net of tax of $(
1
)
4
—
4
Balance at March 31, 2025
$
33
$
(
5,317
)
$
(
5,284
)
Marketable
Translation
Investments
Adjustment
Total AOCL
Balance at December 31, 2023
$
(
60
)
$
(
4,511
)
$
(
4,571
)
Foreign currency translation (1)
—
(
1,968
)
(
1,968
)
Unrealized gain, net of tax of $(
2
)
6
—
6
Balance at March 31, 2024
$
(
54
)
$
(
6,479
)
$
(
6,533
)
(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.
Note 13 — Ne
t Loss Per Common Share
Basic net loss per common share is computed by dividing net loss by the basic weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net 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
March 31,
2025
2024
Basic weighted average common shares outstanding
18,890
19,285
Weighted average common equivalent shares
—
—
Diluted weighted average common shares outstanding
18,890
19,285
Options and restricted stock units excluded from diluted
weighted average share calculation as effect would have
been anti-dilutive
1,286
1,082
15
Note 14 — Stockholders’ Equity
The components of stockholders’ equity are as follows (in thousands):
Three Months Ended March 31, 2025
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 December 31, 2024
25,119
$
251
$
292,217
$
171,934
6,282
$
(
227,119
)
$
(
7,746
)
$
229,537
Issuance of common stock under
stock plans, including tax effects
143
2
233
—
—
—
—
235
Stock-based compensation expense
—
—
2,472
—
—
—
—
2,472
Net
loss
—
—
—
(
87,272
)
—
—
—
(
87,272
)
Net change in marketable investments,
net of tax
—
—
—
—
—
—
4
4
Foreign currency translation
—
—
—
—
—
—
2,458
2,458
Balance at March 31, 2025
25,262
$
253
$
294,922
$
84,662
6,282
$
(
227,119
)
$
(
5,284
)
$
147,434
Three Months Ended March 31, 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 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
197
2
(
178
)
—
—
—
—
(
176
)
Repurchases of common stock
—
—
—
—
202
(
4,097
)
—
(
4,097
)
Stock-based compensation expense
—
—
3,574
—
—
—
—
3,574
Net loss
—
—
—
(
6,673
)
—
—
—
(
6,673
)
Net change in marketable investments,
net of tax
—
—
—
—
—
—
6
6
Foreign currency translation
—
—
—
—
—
—
(
1,968
)
(
1,968
)
Balance at March 31, 2024
24,881
$
249
$
281,453
$
171,008
5,639
$
(
215,246
)
$
(
6,533
)
$
230,931
Equity Plans
Restricted stock unit activity for the
three months ended March 31, 2025 is presented below (in thousands, except per share data):
Weighted-
Average
Number of
Grant Date
Shares
Fair Value
Unvested at December 31, 2024
1,253
$
27.42
Granted
18
10.79
Vested
(
106
)
35.03
Forfeited
(
103
)
27.82
Unvested at March 31, 2025
1,062
$
26.33
Stock option activity for the
three months ended March 31, 2025 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, 2024
167
$
33.29
Forfeited
(
15
)
33.42
Outstanding at March 31, 2025
152
$
33.28
6.04
$
—
Exercisable at March 31, 2025
96
$
33.42
4.92
$
—
Vested and expected to vest at March 31, 2025
152
$
33.28
6.04
$
—
No
stock options were gran
ted or exercised during the three months ended March 31, 2025.
Stock-Based Compensation
16
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
March 31,
2025
2024
Cost of services and fulfillment
$
1,718
$
2,122
Selling and marketing
8
599
General and administrative
746
853
Total
$
2,472
$
3,574
Forrester utilizes
the Black-Scholes valuation model for estimating the fair value of options granted under the equity incentive plans and shares subject to purchase under the employee stock purchase plan, which were valued using the following assumptions:
Three Months Ended
March 31,
2025
2024
Employee Stock Purchase Plan
Employee Stock Purchase Plan
Average risk-free interest rate
4.27
%
5.36
%
Expected dividend yield
0.0
%
0.0
%
Expected life
0.5
Years
0.5
Years
Expected volatility
38
%
39
%
Weighted average fair value
$
2.86
$
5.46
Treasury Stock
As of March 31, 2025, Forrester’s B
oard of Directors had authorized an aggregate $
610.0
million to purchase common stock under its stock repurchase program.
The shares repurchased may be used, among other things, in connection with Forrester’s equity incentive and purchase plans. During the three months ended March 31, 2025
, the Company did
no
t repurchase any shares of common stock.
During the three months ended March 31, 2024
, the Company repurchased approximately
0.2
million shares of common stock at an aggregate cost of approximately $
4.1
million. From the inception of the program through
March 31, 2025, the Company repurch
ased
18.0
million shares of common stock at an aggregate cost of $
530.0
milli
on.
Note 15 — Restructuring and Related Costs
In 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 in 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.
In January 2025, the Company implemented a reduction in its workforce of approximately
6
% across various geographies and functions to better align its cost structure with the revenue outlook for the year. T
he Company recorde
d $
4.2
m
illion of severance and related costs for this action during the fourth quarter of 2024, and
$
1.5
m
illion during the first quarter of 2025. The Company expects the majority of the accrued restructuring and related costs as of March 31, 2025 to be fully paid by the end of 2025.
The following table rolls
forward the activity in the restructuring accrual for the January 2025 action for the three months ended March 31, 2025 (in thousands):
Accrual at December 31, 2024
$
4,132
Additional restructuring and related costs
1,507
Non-cash charge (included above)
(
319
)
Cash payments
(
2,457
)
Foreign currency effect
22
Accrual at March 31, 2025
$
2,885
Note 16 — Operating Segments
The Company's chief operating decision-maker 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
17
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 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 its technology teams and as such certain technology costs are no longer reported as a direct expense of the Research segment, and are now reported within selling, marketing, administrative and other expenses. As of January 1, 2025, the Company realigned its citations team costs such that these costs are now reported as a direct expense of the Research segment, whereas they were previously reported in 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. As of January 1, 2025, the Company realigned its content marketing partner costs such that these costs are now reported as a direct expense of the Consulting segment, whereas they were previously reported in selling, marketing, administrative and other expenses. Prior period amounts have been recast to conform to the current presentation.
The Events segment includes the revenues and the costs of the organization responsible for developing and hosting its events. As of January 1, 2025, the Company realigned its events sponsorship sales team and as such the costs of this team are no longer reported as a direct expense of the Events segment, and are now reported within selling, marketing, administrative, and other expenses. Prior period amounts have been recast to conform to the current presentation.
The Company evaluates reportable segment performance and allocates resources based on segment operating income (loss). 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, goodwill impairment, restructuring costs, interest expense, other income, and losses on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements. The Company does not review or evaluate assets as part of segment performance. Accordingly, the Company does not identify or allocate assets by reportable segment.
The Company provides information by reportable segment in the tables below (in thousands):
Research Segment
Consulting Segment
Events Segment
Consolidated
Three Months Ended March 31, 2025
Research revenues
$
68,414
$
—
$
—
$
68,414
Consulting revenues
5,058
16,378
—
21,436
Events revenues
—
—
26
26
Total segment revenues
73,472
16,378
26
89,876
Segment expenses (1):
Compensation, benefits and related costs
(
22,552
)
(
6,907
)
(
727
)
(
30,186
)
Professional services
(
2,691
)
(
513
)
(
1
)
(
3,205
)
Billable expenses
(
83
)
(
1,357
)
—
(
1,440
)
Travel and entertainment
(
389
)
(
112
)
(
4
)
(
505
)
Software
(
377
)
—
(
17
)
(
394
)
Other segment expenses (2)
(
44
)
(
10
)
(
15
)
(
69
)
Total segment expenses
(
26,136
)
(
8,899
)
(
764
)
(
35,799
)
Segment operating income (loss)
47,336
7,479
(
738
)
54,077
Selling, marketing, administrative and other expenses
(
54,049
)
Amortization of intangible assets
(
2,217
)
Goodwill impairment
(
83,895
)
Restructuring and related costs
(
1,507
)
Interest expense, other income and loss on investments
(
711
)
Loss before income taxes
$
(
88,302
)
(1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)
Other segment expenses for each reportable segment includes office supplies, maintenance, and training expenses.
18
Research Segment
Consulting Segment
Events Segment
Consolidated
Three Months Ended March 31, 2024
Research revenues
$
76,581
$
—
$
—
$
76,581
Consulting revenues
4,643
18,498
—
23,141
Events revenues
—
—
355
355
Total segment revenues
81,224
18,498
355
100,077
Segment expenses (1):
Compensation, benefits and related costs
(
27,263
)
(
8,380
)
(
773
)
(
36,416
)
Professional services
(
3,651
)
(
478
)
(
3
)
(
4,132
)
Billable expenses
(
148
)
(
1,940
)
—
(
2,088
)
Travel and entertainment
(
299
)
(
84
)
(
5
)
(
388
)
Software
(
458
)
—
(
4
)
(
462
)
Other segment expenses (2)
(
125
)
(
4
)
7
(
122
)
Total segment expenses
(
31,944
)
(
10,886
)
(
778
)
(
43,608
)
Segment operating income (loss)
49,280
7,612
(
423
)
56,469
Selling, marketing, administrative and other expenses
(
56,623
)
Amortization of intangible assets
(
2,514
)
Restructuring and related costs
(
6,624
)
Interest expense and other income
512
Loss before income taxes
$
(
8,780
)
(1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)
Other segment expenses for each reportable segment includes office supplies, maintenance, and training expenses.
Note 17 — 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.
Note 18 — Subsequent Events
On April 11, 2025, the Company entered into a third amendment of its lease, and a new lease, for its principal headquarters located in Cambridge, Massachusetts. The effect of these agreements was to early terminate the original lease with respect to the first, second and third floors of the facility on or before May 31, 2026, while also extending the lease term with respect to the fourth, fifth and six floors of the facility through June 30, 2039. Variable lease costs in the new lease consist of operating costs, taxes and parking. The Company has the right to extend the new lease term for two terms of ten years each. The new lease does not contain residual value guarantees, material restrictions or covenants.
19
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, the anticipated impact of accounting standards, and any future impairment charge we incur. 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, any adverse economic conditions, including from trade policies and tariffs, 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, our business with the U.S. Government, 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, any weakness identified in our system of internal controls, and any future impairment charge we incur. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, 2024 and in this Quarterly Report on Form 10-Q. 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, subscriptions to, and individual licenses of, electronic “reprints” of our Research, performing consulting projects and advisory services, and hosting events. We offer contracts for our products as either multi-year contracts or annual contracts, which are typically payable in advance on an annual basis. For certain contracts, we offer to invoice the contract price in multiple invoices throughout the year. Billings in excess of revenue recognized are recorded as deferred revenue. Subscription products are recognized as revenue over the term of the contract. Individual reprint licenses include an obligation to deliver a customer-selected research document and certain usage data provided through our 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. 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. Events revenues consist of ticket and sponsorship sales for a Forrester-hosted event, and revenue is recognized 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). Our CV products make up essentially all of our research revenues, and research revenues as a percentage of total revenues decreased from approximately 77% for the three months ended March 31, 2024 to approximately 76% for the three months ended March 31, 2025.
20
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 planned 2025 foreign currency rates. 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. In addition, the recast metrics reflect the correction of an insignificant error. We have included the recast metrics below for the three months ended March 31, 2024, and we have also provided recast metrics dating back to the first quarter of 2023, 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
March 31,
Increase
Increase
2025
2024
(Decrease)
(Decrease)
Contract value
$
290.9
$
312.8
$
(21.9
)
(7
%)
Client retention
73
%
72
%
1 point
Wallet retention
86
%
87
%
(1) point
Number of clients
1,822
2,122
(300
)
(14
%)
Contract value at March 31, 2025 decreased by 7% compared to the prior year period due to wallet retention being at 86% 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 increased by 1 percentage point and wallet retention decreased by 1 percentage point at March 31, 2025 compared to the prior year period. However, wallet retention decreased by 3 percentage points and client retention was flat, compared to the prior quarter. The decline in wallet retention from the prior quarter was primarily due to lower enrichment of contracts as they renewed during the quarter.
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, 2024.
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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
March 31,
2025
2024
Revenues:
Research revenues
76.1
%
76.5
%
Consulting revenues
23.9
23.1
Events revenues
—
0.4
Total revenues
100.0
100.0
Operating expenses:
Cost of services and fulfillment
44.1
44.7
Selling and marketing
39.7
39.4
General and administrative
14.5
14.0
Depreciation
1.6
2.1
Amortization of intangible assets
2.5
2.5
Goodwill impairment
93.3
—
Restructuring costs
1.8
6.6
Loss from operations
(97.5
)
(9.3
)
Interest expense
(0.7
)
(0.8
)
Loss on investments, net
(1.1
)
—
Other income, net
1.1
1.3
Loss before income taxes
(98.2
)
(8.8
)
Income tax benefit
(1.1
)
(2.1
)
Net loss
(97.1
%)
(6.7
%)
Three Months Ended March 31, 2025 and 2024
Revenues
Three Months Ended
Absolute
Percentage
March 31,
Increase
Increase
2025
2024
(Decrease)
(Decrease)
(dollars in millions)
Total revenues
$
89.9
$
100.1
$
(10.2
)
(10
%)
Research revenues
$
68.4
$
76.6
$
(8.2
)
(11
%)
Consulting revenues
$
21.4
$
23.1
$
(1.7
)
(7
%)
Events revenues
$
—
$
0.4
$
(0.3
)
(93
%)
Revenues attributable to customers outside of
the U.S.
$
19.8
$
23.5
$
(3.7
)
(16
%)
Percentage of revenue attributable to customers
outside of the U.S.
22
%
23
%
(1) point
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 11% during the three months ended March 31, 2025 compared to the prior year period, primarily due to the decrease in CV, as discussed above, and the divestiture of the FeedbackNow product line in the third quarter of 2024. From a product perspective, the decrease in revenues was due to a decline in revenue from our reprint product, the effect of the divestiture of the FeedbackNow product line, and a decline in revenue from our subscription research products. Research subscription products declined 6% during the three months ended March 31, 2025, as revenue growth from our Forrester Decisions products was offset by revenue declines from our heritage research products.
Consulting revenues decreased 7% during the three months ended March 31, 2025 compared to the prior year period. The decrease in revenues was due to a decrease in delivery of consulting services due to lower client bookings.
Events revenues were insignificant during the three months ended March 31, 2025 and 2024 as no events were held during either period.
Refer to the “Segments Results” section below for a discussion of revenues and expenses by segment.
22
Cost of Services and Fulfillment
Three Months Ended
Absolute
Percentage
March 31,
Increase
Increase
2025
2024
(Decrease)
(Decrease)
Cost of services and fulfillment (dollars in millions)
$
39.6
$
44.7
$
(5.1
)
(11
%)
Cost of services and fulfillment as a percentage of
total revenues
44
%
45
%
(1) point
Service and fulfillment employees
(at end of period)
672
747
(75
)
(10
%)
Cost of services and fulfillment expenses decreased 11% during the three months ended March 31, 2025 compared to the prior year period. The decrease was primarily due to (1) a $3.2 million decrease in compensation and benefit costs due to a decrease in headcount, partially offset by an increase incentive bonus costs and (2) a $1.4 million decrease in professional services costs primarily due to a decrease in contractor costs and billable fees.
Selling and Marketing
Three Months Ended
Absolute
Percentage
March 31,
Increase
Increase
2025
2024
(Decrease)
(Decrease)
Selling and marketing expenses (dollars in millions)
$
35.7
$
39.4
$
(3.7
)
(9
%)
Selling and marketing expenses as a percentage of
total revenues
40
%
39
%
1 point
Selling and marketing employees (at end of period)
608
679
(71
)
(10
%)
Selling and marketing expenses decreased 9% during the three months ended March 31, 2025 compared to the prior year period. The decrease was primarily due to (1) a $2.6 million decrease in compensation and benefit costs due to a decrease in headcount and commissions expense and (2) a $0.6 million decrease in stock compensation expense.
General and Administrative
Three Months Ended
Absolute
Percentage
March 31,
Increase
Increase
2025
2024
(Decrease)
(Decrease)
General and administrative expenses (dollars in
millions)
$
13.1
$
14.1
$
(1.0
)
(7
%)
General and administrative expenses as a percentage
of total revenues
15
%
14
%
1 point
General and administrative employees (at end of
period)
230
264
(34
)
(13
%)
General and administrative expenses decreased 7% during the three months ended March 31, 2025 compared to the prior year period. The decrease was primarily due to a $1.1 million decrease in compensation and benefit costs due to a decrease in headcount, partially offset by an increase in incentive bonus costs.
Depreciation
Depreciation expense decreased by $0.6 million during the three months ended March 31, 2025 compared to the prior year period due to certain software assets becoming fully depreciated.
Amortization of Intangible Assets
The fluctuation for amortization expense was immaterial during the three months ended March 31, 2025 compared to the prior year period.
Goodwill Impairment
As a result of the substantial and sustained decline in our stock price and our overall market capitalization from mid-February 2025 through March 31, 2025, along with other qualitative considerations, including the continued impact from the conditions in the macroeconomic environment, uncertainty created by the recently announced changes in the United States’ trade policies, and the larger than expected decline in contract bookings during the first quarter of 2025, it was determined a triggering event occurred as of March 31, 2025, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill as of March 31, 2025 for our two reporting units (Research and Consulting) that have goodwill. We estimated the implied fair value of our reporting units using an equal weighting of an income approach and market approach. As a result of the quantitative impairment test,
23
we determined goodwill was impaired for our Research reporting unit and recorded a goodwill impairment charge of $83.9 million during the period ended March 31, 2025, which is not deductible for tax purposes.
The income approach was based upon projected future cash flows that were discounted to present value. The key underlying assumptions included forecasted revenues, gross profit and operating expenses, terminal growth rate, as well as an applicable discount rate for each reporting unit. The key assumptions in the market approach were the earnings multiple and market participant acquisition premium. Fair value estimates are based on a complex series of judgments about future events and rely heavily on estimates and assumptions that we deemed to be reasonable. Changes in the estimates or assumptions used in the quantitative impairment test could materially affect the determination of fair value of our reporting units and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to, lower than expected bookings growth, increases in costs, and other macroeconomic factors.
We will continue to monitor relevant facts and circumstances, including future changes in our stock price. We may be required to record additional goodwill impairment charges. While we cannot predict if or when additional goodwill impairments may occur, future goodwill impairments could have material adverse effects on our results of operations and financial condition.
Restructuring and Related Costs
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 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, we recorded an additional restructuring charge of $0.7 million related to the prior closure of both floors of our offices located in 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.
In January 2025, we implemented a reduction in our workforce of approximately 6% across various geographies and functions to better align our cost structure with the revenue outlook for the year. We recorded $4.2 million of severance and related costs for this action during the fourth quarter of 2024, and $1.5 million during the first quarter of 2025.
Interest Expense
Interest expense consists of interest on our borrowings. The fluctuation in interest expense was immaterial during the three months ended March 31, 2025 compared to the prior year period.
Loss on Investments, Net
Loss on investments, net consists of an allowance for credit losses on a note receivable from the divestiture of FeedbackNow and our share of equity method investment losses from our technology-related investment funds. Loss on investments, net increased by $1.0 million during the three months ended March 31, 2025 compared to the prior year period due primarily to an increase in the allowance for credit losses on the note receivable.
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 $0.3 million during the three months ended March 31, 2025 compared to the prior year period primarily due to a decrease in interest income.
Income Tax Benefit
Three Months Ended
Absolute
Percentage
March 31,
Increase
Increase
2025
2024
(Decrease)
(Decrease)
Benefit from income taxes (dollars in millions)
$
(1.0
)
$
(2.1
)
$
(1.1
)
(51
%)
Effective tax rate
1
%
24
%
(23) points
The decrease in the effective tax rate during the three months ended March 31, 2025 compared to the prior year period is primarily due to the goodwill impairment charge, which is not deductible for tax purposes. For the full year 2025, we anticipate that our effective tax rate will be in the range of negative 3% to 7%.
24
Segment Results
We operate in three segments: Research, Consulting, and Events. These segments, which are also our reportable segments, are based on our management structure and how management uses financial information to evaluate performance and determine how to allocate resources. Our products and services are delivered through each segment as described below.
The Research segment includes the revenues from all of our research products as well as consulting revenues from advisory services (such as speeches and advisory days) delivered by our research organization. Research segment costs include the cost of the organizations responsible for developing and delivering these products in addition to the costs of the product management organization that is responsible for product pricing and packaging, and the launch of new products. During the third quarter of 2024, we realigned our technology teams and as such certain technology costs are no longer reported as a direct expense of the Research segment, and are now reported within selling, marketing, administrative and other expenses. As of January 1, 2025, we realigned our citations team costs such that these costs are now reported as a direct expense of the Research segment, whereas they were previously reported in 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. As of January 1, 2025, we realigned our content marketing partner costs such that these costs are now reported as a direct expense of the Consulting segment, whereas they were previously reported in selling, marketing, administrative and other expenses. Prior period amounts have been recast to conform to the current presentation.
The Events segment includes the revenues and the costs of the organization responsible for developing and hosting our events. As of January 1, 2025, we realigned our events sponsorship sales team and as such the costs of this team are no longer reported as a direct expense of the Events segment, and are now reported within selling, marketing, administrative, and other expenses. Prior period amounts have been recast to conform to the current presentation.
We evaluate reportable segment performance and allocate resources based on segment operating income (loss). 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, goodwill impairment, restructuring costs, interest expense, other income, and losses on investments. 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 March 31, 2025
Research revenues
$
68,414
$
—
$
—
$
68,414
Consulting revenues
5,058
16,378
—
21,436
Events revenues
—
—
26
26
Total segment revenues
73,472
16,378
26
89,876
Segment expenses
(26,136
)
(8,899
)
(764
)
(35,799
)
Segment operating income (loss)
47,336
7,479
(738
)
54,077
Year over year revenue change
(10
%)
(11
%)
(93
%)
(10
%)
Year over year expense change
(18
%)
(18
%)
(2
%)
(18
%)
Research Segment
Consulting Segment
Events Segment
Consolidated
(dollars in thousands)
Three Months Ended March 31, 2024
Research revenues
$
76,581
$
—
$
—
$
76,581
Consulting revenues
4,643
18,498
—
23,141
Events revenues
—
—
355
355
Total segment revenues
81,224
18,498
355
100,077
Segment expenses
(31,944
)
(10,886
)
(778
)
(43,608
)
Segment operating income (loss)
49,280
7,612
(423
)
56,469
Research segment revenues decreased 10% during the three months ended March 31, 2025 compared to the prior year period. Research product revenues within this segment decreased 11% primarily due to the decrease in CV, as discussed above, as well as due to the divestiture of the FeedbackNow product line in the third quarter of 2024. Consulting product revenues within this segment increased 9% primarily due to increased delivery of consulting and advisory services by our research analysts.
25
Research segment expenses decreased 18% during the three months ended March 31, 2025 compared to the prior year period. The decrease in expenses was primarily due to (1) a $4.7 million decrease in compensation and benefit costs primarily due to a decrease in headcount and (2) a $1.0 million decrease in professional services due to a decrease in contractor costs.
Consulting segment revenues decreased 11% during the three months ended March 31, 2025 compared to the prior year period. The decrease in revenues was primarily due to a decrease in delivery of consulting services due to lower client bookings.
Consulting segment expenses decreased 18% during the three months ended March 31, 2025 compared to the prior year period. The decrease in expenses was primarily due to (1) a $1.5 million decrease in compensation and benefit costs primarily due to a decrease in headcount and (2) a $0.6 million decrease in billable fees.
Event segment revenues and expenses were insignificant during the three months ended March 31, 2025 and 2024 as no events were held during either period.
Liquidity and Capital Resources
We have historically financed our operations primarily through funds generated from operations. Research revenues, which constituted approximately 76% of our revenues during the three months ended March 31, 2025, are generally renewable and are typically payable in advance. We generated cash from operating activities of $26.7 million and $0.6 million during the three months ended March 31, 2025 and 2024, respectively. The $26.1 million increase in cash from operations for the three months ended March 31, 2025 compared to the prior year period was primarily due to a $20.9 million decrease in cash used for accrued expenses resulting primarily from a decrease in the payment of year end incentive compensation during 2025 as compared to the prior year period, and the payment of a legal settlement during the prior year period.
During the three months ended March 31, 2025, we used cash in investing activities of $8.5 million primarily from $9.1 million in net purchases of marketable investments and $0.6 million of purchases of property and equipment, primarily consisting of computer software, partially offset by
a $1.4 million distribution received from an equity method investment.
During the three months ended March 31, 2024, we used cash in investing activities of $7.2 million primarily from $5.8 million in net purchases of marketable investments and $1.4 million of purchases of property and equipment, primarily consisting of computer software
.
During the three months ended March 31, 2025, we generated cash from financing activities of $0.2 million primarily due to $0.7 million of net proceeds from the issuance of common stock under our stock-based incentive plans, partially offset by $0.4 million in taxes paid related to net share settlements of restricted stock units. We used $4.3 million of cash in financing activities during the three months ended March 31, 2024 primarily due to $4.1 million for purchases of our common stock and $1.4 million in taxes paid related to net share settlements of restricted stock units, partially offset by $1.3 million of net proceeds from the issuance of common stock under our stock-based incentive plans. As of March 31, 2025, our remaining stock repurchase authorization was approximately $80.0 million.
We have a credit facility that provides up to $150.0 million of revolving credit commitments. The amount outstanding under the credit facility was $35.0 million at March 31, 2025 and the facility expires 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.
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 March 31, 2025 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 6 years. Remaining lease payments within one year, within two to three years, within four to five years, and after five years from March 31, 2025, are $10.4 million, $18.0 million, $5.8 million, and $3.2 million respectively. On April 11, 2025, we entered into a lease amendment and new lease for our headquarters building in Cambridge, Massachusetts. The new lease contains total non-cancelable lease payments of $51.1 million from March 1, 2027 through the lease expiration date of June 30, 2039 (refer to Note 18 -
Subsequent Events
in the Notes to Consolidated Financial Statements for additional information).
In addition to the contractual cash commitments included above, we have other payables and liabilities that may be legally enforceable but are not considered contractual commitments.
As of March 31, 2025, we had cash, cash equivalents, and marketable investments of $134.3 million. This balance includes $83.9 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
26
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, 2024. There have been no material changes to the critical accounting policies and estimates previously disclosed in that report.
27
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, 2024.
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 March 31, 2025. 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 March 31, 2025, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
28
PART II. OT
HER INFORMATION
ITEM 1. LE
GAL PROCEEDINGS
The information set forth in the "Note 17 -
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, 2024, which could materially affect our business, financial condition or future results. The risk factors below supplement and update the risk factors and information discussed in our Annual Report on Form 10-K for the year ended December 31, 2024. The risk factors described in our Annual Report on Form 10-K remain applicable to our business. The risks described in this Form 10-Q and 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.
Risks Relating to our Business
We have recently recorded a substantial impairment charge. Any future impairments of our assets could negatively impact our results of operations.
We test goodwill for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment test is also required for other long-lived assets if events or changes in circumstances indicate that the carrying value may not be recoverable. Examples of events or changes in circumstances indicating that the carrying value of such long-lived assets may not be recoverable could be a significant decline in our stock price for a sustained period; significant negative industry or economic trends; our overall financial performance, such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; other relevant entity-specific events including changes in management, key personnel, strategy, or customers; and other events affecting our reporting units. During the three months ended March 31, 2025, we recorded an impairment of goodwill in the amount of $83.9 million related to our Research segment as a result of a triggering event arising from a sustained decline in our share price and our overall market capitalization from mid-February 2025 through March 31, 2025, along with other qualitative considerations, including the continued impact from the conditions in the macroeconomic environment, uncertainty created by the recently announced changes in the United States’ trade policies, and the larger than expected decline in contract bookings during the first quarter of 2025. Any future impairment of goodwill or other long-lived assets could have a negative impact on our profitability and financial results.
ITEM 2. UNREG
ISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Through March 31, 2025, our Board of Directors authorized an aggregate $610.0 million to purchase common stock under our stock repurchase program. During the quarter ended March 31, 2025, we did not purchase any shares of our common stock under the stock repurchase program.
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 March 31, 2025
, 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.
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)
Cover Page Interactive Data File (embedded within the Inline XBRL Document). (filed herewith)
30
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.
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