FORR 10-Q
Forrester Research, Inc. (FORR)
cnn
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE QUARTERLY PERIOD ENDED
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Name of Each Exchange on Which Registered |
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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.
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).
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 |
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Smaller reporting company |
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Emerging growth company |
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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 4, 2026,
FORRESTER RESEARCH, INC.
INDEX TO FORM 10-Q
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PART I |
FINANCIAL INFORMATION |
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Item 1. |
3 |
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Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 |
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Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 |
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Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025 |
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Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 |
Item 3. |
28 |
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Item 4. |
28 |
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PART II |
OTHER INFORMATION |
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Item 1. |
29 |
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Item 1A. |
29 |
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Item 2. |
29 |
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Item 3. |
29 |
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Item 4. |
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Item 5. |
29 |
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Item 6. |
30 |
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PART I.
ITEM 1. FINANCIAL STATEMENTS
FORRESTER RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data, unaudited)
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March 31, |
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December 31, |
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2026 |
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2025 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable investments |
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Accounts receivable, net of allowance for expected credit losses of $ |
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Deferred commissions |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Current portion of long-term debt |
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Deferred revenue |
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Total current liabilities |
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Long-term debt |
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Non-current operating lease liabilities |
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Other non-current liabilities |
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Total liabilities |
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Stockholders' Equity: |
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Preferred stock, $ |
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Authorized - |
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Common stock, $ |
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Authorized - |
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Issued - |
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Outstanding - |
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Additional paid-in capital |
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Retained earnings |
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Treasury stock - |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
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Three Months Ended |
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March 31, |
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2026 |
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2025 |
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Revenues: |
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Research |
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$ |
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$ |
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Consulting |
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Events |
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Total revenues |
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Operating expenses: |
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Cost of services and fulfillment |
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Selling and marketing |
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General and administrative |
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Depreciation |
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Amortization of intangible assets |
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Goodwill impairment |
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Restructuring costs |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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Interest expense |
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( |
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( |
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Loss on investments, net |
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( |
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Credit loss expense on note receivable |
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( |
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Other income, net |
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Loss before income taxes |
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Income tax expense (benefit) |
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( |
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Net loss |
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$ |
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$ |
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Basic loss per common share |
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$ |
( |
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$ |
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Diluted loss per common share |
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$ |
( |
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$ |
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Basic weighted average common shares outstanding |
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Diluted weighted average common shares outstanding |
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The accompanying notes are an integral part of these consolidated financial statements.
4
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands, unaudited)
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Three Months Ended |
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March 31, |
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2026 |
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2025 |
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Net loss |
$ |
( |
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$ |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation |
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Net change in market value of investments |
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Other comprehensive income (loss) |
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Comprehensive loss |
$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
FORRESTER RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
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Three Months Ended |
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March 31, |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss |
$ |
( |
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$ |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation |
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Amortization of intangible assets |
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Deferred income taxes |
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Stock-based compensation |
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Credit losses on note receivable |
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Goodwill impairment |
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Reduction in the carrying amount of operating lease right-of-use assets |
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Other, net |
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Changes in assets and liabilities: |
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Accounts receivable |
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Deferred commissions |
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Prepaid expenses and other current assets |
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( |
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Accounts payable |
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( |
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Accrued expenses and other liabilities |
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Deferred revenue |
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Operating lease liabilities |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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Purchases of marketable investments |
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Proceeds from maturities of marketable investments |
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Proceeds from sales of marketable investments |
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Other investing activity |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Proceeds from borrowings |
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Payments on borrowings |
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Payment of debt issuance costs |
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Proceeds from issuance of common stock under employee equity incentive plans |
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Taxes paid related to net share settlements of stock-based compensation awards |
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Net cash provided by financing activities |
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Effect of exchange rate changes on cash, cash equivalents and restricted cash |
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Net change in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash, beginning of period |
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Cash, cash equivalents and restricted cash, end of period |
$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
$ |
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$ |
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Cash paid for income taxes |
$ |
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$ |
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Non-cash transactions: |
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Additions to property and equipment included in accounts payable and accrued expenses |
$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
6
FORRESTER RESEARCH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 — Interim Consolidated Financial Statements
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Forrester Research, Inc. (“Forrester”) Annual Report on Form 10-K for the year ended December 31, 2025. 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, 2026 may not be indicative of the results for the year ending December 31, 2026, 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).
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As of March 31, |
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2026 |
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2025 |
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Cash and cash equivalents shown in balance sheets |
$ |
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$ |
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(1): |
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Cash, cash equivalents and restricted cash shown in statement of cash flows |
$ |
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$ |
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Recent Accounting Pronouncements
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.
Recent accounting standards not included above are not expected to have a material impact on our consolidated financial position and results of operations.
Note 2 — Divestiture
In August 2024, the Company completed the sale of a non-core product line, FeedbackNow, for approximately $
The repayment terms of the note were modified during the first quarter of 2025 resulting in $
7
credit risk during the third quarter of 2025, the scheduled principal and interest payment due in December 2025 was not made by the borrower.
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 as a credit loss expense. As of March 31, 2026, the balance of the note receivable, inclusive of capitalized interest at the stated rate of
In addition, given that collection of interest on the loan is less than probable, interest income recognition was suspended during the third quarter of 2025. As such, interest income will only be recognized to the extent that cash is received. In the future, the accrual of interest income will be restored only when the borrower is contractually current or the collection of future payments is reasonably assured. As of March 31, 2026, the note receivable remains in nonaccrual status.
Note 3 — Marketable Investments
The following table summarizes the Company’s marketable investments (in thousands):
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As of March 31, 2026 |
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Gross |
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Gross |
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Amortized |
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Unrealized |
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Unrealized |
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Market |
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Cost |
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Gains |
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Losses |
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Value |
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Corporate obligations |
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$ |
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$ |
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$ |
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$ |
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Money market funds |
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Total |
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$ |
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$ |
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$ |
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$ |
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As of December 31, 2025 |
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Gross |
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Gross |
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Amortized |
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Unrealized |
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Unrealized |
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Market |
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Cost |
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Gains |
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Losses |
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Value |
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Corporate obligations |
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$ |
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$ |
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$ |
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$ |
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Money market funds |
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Total |
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$ |
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$ |
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$ |
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$ |
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Realized gains and losses on investments are included in earnings and are determined using the specific identification method. Sales of marketable investments during 2026 and 2025 primarily represent redemptions from non-U.S. based money market funds, and realized gains or losses on sales of marketable investments were immaterial during the three months ended March 31, 2026 and 2025.
The following table summarizes the maturity periods of the marketable investments in the Company’s portfolio as of March 31, 2026 (in thousands).
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FY 2026 |
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FY 2027 |
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FY 2028 |
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FY 2029 |
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Total |
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Corporate obligations |
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$ |
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$ |
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$ |
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$ |
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$ |
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Money market funds |
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Total |
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$ |
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$ |
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$ |
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$ |
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$ |
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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):
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As of March 31, 2026 |
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Less Than 12 Months |
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12 Months or Greater |
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Market |
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Unrealized |
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Market |
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Unrealized |
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Value |
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Losses |
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Value |
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Losses |
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Corporate obligations |
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$ |
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$ |
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$ |
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$ |
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Total |
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$ |
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$ |
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$ |
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$ |
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8
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 December 31, 2025 through March 31, 2026, it was determined that a triggering event occurred as of March 31, 2026, indicating goodwill may be impaired. Accordingly, the Company conducted a quantitative impairment test of its goodwill as of March 31, 2026 for its two reporting units (Research and Consulting) that have goodwill. 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 $
The Company estimated the implied fair value of its reporting units as of March 31, 2026 using an income approach. The income approach was based upon projected future cash flows that were discounted to present value. The key underlying assumptions included forecasted revenues, operating expenses, terminal rate, as well as an applicable discount rate for each reporting unit. 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 the Company's 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, 2026. In addition, throughout the remainder of 2026, 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.
As of March 31, 2026, the Company had $
The change in the carrying amount of goodwill for the three months ended March 31, 2026 is summarized as follows (in thousands):
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Research Segment |
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Consulting Segment |
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Total |
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Balance at December 31, 2025 |
$ |
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$ |
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$ |
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Impairment |
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( |
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( |
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Translation adjustments |
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( |
) |
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( |
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( |
) |
Balance at March 31, 2026 |
$ |
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$ |
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$ |
|
|||
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 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 that 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 Research and Consulting reporting units. 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 $
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, 2026, 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
9
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, 2026 |
|
|||||||||
|
Gross |
|
|
|
|
|
Net |
|
|||
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|||
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|||
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|||
Customer relationships |
$ |
|
|
$ |
|
|
$ |
|
|||
Total |
$ |
|
|
$ |
|
|
$ |
|
|||
|
December 31, 2025 |
|
|||||||||
|
Gross |
|
|
|
|
|
Net |
|
|||
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|||
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|||
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|||
Customer relationships |
$ |
|
|
$ |
|
|
$ |
|
|||
Total |
$ |
|
|
$ |
|
|
$ |
|
|||
Estimated intangible asset amortization expense for each of the three succeeding years is as follows (in thousands):
2026 (remainder) |
$ |
|
|
2027 |
|
|
|
2028 |
|
|
|
Total |
$ |
|
Note 5 — Debt
On March 12, 2026, the Company executed a third amendment of its existing Credit Agreement in order to extend its maturity period and to reduce the size of the Revolving Credit Facility in order to decrease its ongoing costs. The key terms of the amendment include (a) an extension of the maturity date from December 2026 until
The credit facility contains certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio, minimum interest coverage ratio, minimum liquidity amount, 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, 2026.
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 $
Outstanding Borrowings
The Company's total outstanding borrowing as of both March 31, 2026 and December 31, 2025 was $
The Company had $
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
10
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
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 Company’s leases do not contain residual value guarantees, material restrictions, or covenants.
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) |
|
2026 |
|
|
2025 |
|
||
North America |
|
$ |
|
|
$ |
|
||
Europe |
|
|
|
|
|
|
||
Asia Pacific |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
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
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
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, 2026 and 2025, the Company recognized $
Approximately $
11
Reserves for Credit Losses on Accounts Receivable
The allowance for expected credit losses on accounts receivable for the three months ended March 31, 2026 is summarized as follows (in thousands):
|
|
Total |
|
|
Balance at December 31, 2025 |
|
$ |
|
|
Provision for expected credit losses |
|
|
|
|
Write-offs |
|
|
( |
) |
Balance at March 31, 2026 |
|
$ |
|
|
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 elected the practical expedient to account 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, 2026 and 2025 was $
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, 2026, the Company entered into three foreign currency forward exchange contracts, all of which settled by March 31, 2026. Accordingly, as of March 31, 2026, there is no amount recorded in the Consolidated Balance Sheets for these contracts. 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.
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.
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
Amount recorded in: |
|
2026 |
|
|
2025 |
|
||
|
$ |
( |
) |
|
$ |
|
||
Note 9 — Fair Value Measurements
The carrying amounts reflected in the Consolidated Balance Sheets for cash, certain cash equivalents, 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.
12
Additionally, the Company has certain financial assets recorded at fair value at each balance sheet date, including cash equivalents and marketable investments in accordance with the accounting standards for fair value measurements. The fair values of these financial assets have been classified as Level 1, 2, or 3 within the fair value hierarchy as described below:
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 that are measured at fair value on a recurring basis (in thousands):
|
|
As of March 31, 2026 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Total |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Money market funds (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Marketable investments (3) |
|
|
|
|
|
|
|
|
|
|||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
As of December 31, 2025 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Total |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Money market funds (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Marketable investments (3) |
|
|
|
|
|
|
|
|
|
|||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
During the three months ended March 31, 2026, the Company did not transfer assets between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 assets.
Note 10 – Non-Marketable Investments
At March 31, 2026 and December 31, 2025, the carrying value of the Company’s non-marketable investments, which were composed of an interest in a standalone real-time feedback company (see Note 2 - Divestiture) and of interests in technology-related private equity funds, was $
One of the Company’s investments, with a carrying value of $
The Company uses the cumulative earnings approach to classify distributions received from equity method investments. During the three months ended March 31, 2026,
13
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, and goodwill impairments are treated as discrete items and are recorded in the period in which they arise.
Income tax expense for the three months ended March 31, 2026 was $
The decrease in the effective tax rate during the 2026 period was primarily due to (1) a significant decrease in the forecasted effective tax rate before discrete items in 2026, resulting in a negative tax rate in 2026, compared to a positive rate in 2025, primarily due to a reduction in forecasted pre-tax income exclusive of discrete items in 2026 and (2) a decrease in the pre‑tax loss in 2026 due to the goodwill impairment charge in 2025, which is not deductible for tax purposes.
On July 4th, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing changes to U.S. tax law. The effects of the OBBBA have been incorporated into the Company's estimated annual effective tax rate for the three months ended March 31, 2026 and the impact was not material.
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, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Foreign currency translation (1) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Unrealized loss, net of tax of $ |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Balance at March 31, 2026 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
Marketable |
|
|
Translation |
|
|
|
|
|
|||
|
|
Investments |
|
|
Adjustment |
|
|
Total AOCL |
|
|
|||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Foreign currency translation (1) |
|
|
— |
|
|
|
|
|
|
|
|
||
Unrealized gain, net of tax of $( |
|
|
|
|
|
— |
|
|
|
|
|
||
Balance at March 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Note 13 — Net 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, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Basic weighted average common shares outstanding |
|
|
|
|
|
|
||
Weighted average common equivalent shares |
|
|
|
|
|
|
||
Diluted weighted average common shares outstanding |
|
|
|
|
|
|
||
Options and restricted stock units excluded from diluted |
|
|
|
|
|
|
||
14
Note 14 — Stockholders’ Equity
The components of stockholders’ equity are as follows (in thousands):
|
Three Months Ended March 31, 2026 |
|
|||||||||||||||||||||||||||||
|
Common Stock |
|
|
|
|
|
|
|
|
Treasury Stock |
|
|
Accumulated |
|
|
|
|
||||||||||||||
|
Number |
|
|
$0.01ParValue |
|
|
Additional |
|
|
Retained |
|
|
Number |
|
|
Cost |
|
|
Other |
|
|
Total |
|
||||||||
Balance at December 31, 2025 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Issuance of common stock under |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net change in marketable investments, |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Foreign currency translation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2026 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
|
Three Months Ended March 31, 2025 |
|
|||||||||||||||||||||||||||||
|
Common Stock |
|
|
|
|
|
|
|
|
Treasury Stock |
|
|
Accumulated |
|
|
|
|
||||||||||||||
|
Number |
|
|
$0.01ParValue |
|
|
Additional |
|
|
Retained |
|
|
Number |
|
|
Cost |
|
|
Other |
|
|
Total |
|
||||||||
Balance at December 31, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Issuance of common stock under |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net change in marketable investments, |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Foreign currency translation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at March 31, 2025 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Equity Plans
Restricted stock unit activity for the three months ended March 31, 2026 is presented below (in thousands, except per share data):
|
|
|
|
|
Weighted- |
|
||
|
|
|
|
|
Average |
|
||
|
|
Number of |
|
|
Grant Date |
|
||
|
|
Shares |
|
|
Fair Value |
|
||
Unvested at December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested at March 31, 2026 |
|
|
|
|
$ |
|
||
Stock option activity for the three months ended March 31, 2026 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, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
15
Stock-Based Compensation
Forrester recognizes the fair value of stock-based compensation over the requisite service period of the individual grantee, which generally equals the vesting period.
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cost of services and fulfillment |
|
$ |
|
|
$ |
|
||
Selling and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
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, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
Employee Stock Purchase Plan |
|
|
Employee Stock Purchase Plan |
|
||
Average risk-free interest rate |
|
|
% |
|
|
% |
||
Expected dividend yield |
|
|
% |
|
|
% |
||
Expected life |
|
|
|
|
||||
Expected volatility |
|
|
% |
|
|
% |
||
Weighted average fair value |
|
$ |
|
|
$ |
|
||
Liability-Classified Awards
During 2026, the Company granted stock awards that are being accounted for as liability awards, such that the fair value of the awards are determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are recorded in accrued expenses and other current liabilities. During the three months ended March 31, 2026, the Company recorded $
Treasury Stock
As of March 31, 2026, Forrester’s Board of Directors had authorized an aggregate $
Note 15 — Restructuring and Related Costs
In January 2025, the Company implemented a reduction in its workforce of approximately
In February 2026, the Company implemented a reduction in its workforce of approximately
16
The following table rolls forward the activity in the restructuring accrual for the February 2026 action for the three months ended March 31, 2026 (in thousands):
Accrual at December 31, 2025 |
$ |
|
|
|
|
||
Non-cash charge (included above) |
|
( |
) |
Cash payments |
|
( |
) |
Foreign currency effect |
|
( |
) |
Accrual at March 31, 2026 |
$ |
|
Note 16 — Operating Segments
The Company's chief operating decision-maker is The Company operates in
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.
The Consulting segment includes the revenues and the related costs of the Company's project consulting organization. The project consulting organization delivers a majority of the Company's project consulting revenue.
The Events segment includes the revenues and the costs of the organization responsible for developing and hosting the Company's events. As of January 1, 2025, the Company realigned its events sponsorship sales team and as such the costs of this team were not reported as a direct expense of the Events segment during the first and second quarters of 2025. During the third quarter of 2025, the events sponsorship sales team was aligned back to Events and the costs of this team are now being reported as a direct expense of the Events segment. The three months ended March 31, 2025 have been conformed 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, credit loss expense on note receivable, 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.
17
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, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consulting revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Events revenues |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Total segment revenues |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Segment expenses (1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation, benefits and related costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Professional services |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Billable expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Travel and entertainment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Software |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other segment expenses (2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total segment expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Segment operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Goodwill impairment |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Restructuring and related costs |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Interest expense and other income |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Loss before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
|
|
Research Segment |
|
|
Consulting Segment |
|
|
Events Segment |
|
|
Consolidated |
|
||||
Three Months Ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consulting revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Events revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment expenses (1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation, benefits and related costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Professional services |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Billable expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Travel and entertainment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Software |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Other segment expenses (2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total segment expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Segment operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
Selling, marketing, administrative and other expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Goodwill impairment |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Restructuring and related costs |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Interest expense, credit loss expense, other income, and loss on investments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Loss before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
18
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. The Company currently has no material pending litigation.
19
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. Reference is made in particular to our statements about changing stakeholder expectations, product development, possible acquisitions, future dividends, future share repurchases, future growth rates, operating income and cash from operations, future tax rates, future remittance of unremitted earnings, 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, planned renovations of our Cambridge, Massachusetts office space and anticipated capital expenditures, any future impairment charges we may incur, and anticipated future declines in consulting revenue. 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, the actual cost of capital expenditures that we undertake, 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, 2025 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 increased from approximately 76% for the three months ended March 31, 2025 to approximately 78% for the three months ended March 31, 2026.
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 2026 foreign currency rates. We have included the recast metrics below for the three months ended March 31, 2025, and we have also provided recast metrics dating back to the first quarter of 2024, 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:
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 |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
(Decrease) |
|
||||
Contract value |
|
$ |
285.3 |
|
|
$ |
295.0 |
|
|
$ |
(9.7 |
) |
|
|
(3 |
%) |
Client retention |
|
|
78 |
% |
|
|
73 |
% |
|
5 points |
|
|
|
|
||
Wallet retention |
|
|
89 |
% |
|
|
86 |
% |
|
3 points |
|
|
|
|
||
Number of clients |
|
|
1,760 |
|
|
|
1,822 |
|
|
|
(62 |
) |
|
|
(3 |
%) |
Contract value at March 31, 2026 decreased by 3% compared to the prior year period due to wallet retention being at 89% for the period (representing retention and enrichment of the prior year CV base) and new client acquisition not fully offsetting the net retention loss. Client retention increased by 5 percentage points at March 31, 2026 compared to the prior year period, and increased by 1 percentage point compared to the prior quarter. We attribute the increase in client retention to our ongoing retention initiatives and to the launch of our AI Access product in the third quarter of 2025. Wallet retention increased by 3 percentage points at March 31, 2026 compared to the prior year period, and increased by 2 percentage points compared to the prior quarter. The increase in wallet retention compared to the prior year period was primarily due to improved client retention.
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, credit losses on the note receivable, and goodwill. 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, 2025.
21
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, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenues: |
|
|
|
|
|
|
||
Research revenues |
|
|
78.3 |
% |
|
|
76.1 |
% |
Consulting revenues |
|
|
21.7 |
|
|
|
23.9 |
|
Events revenues |
|
|
— |
|
|
|
— |
|
Total revenues |
|
|
100.0 |
|
|
|
100.0 |
|
Operating expenses: |
|
|
|
|
|
|
||
Cost of services and fulfillment |
|
|
45.2 |
|
|
|
44.1 |
|
Selling and marketing |
|
|
40.5 |
|
|
|
39.7 |
|
General and administrative |
|
|
16.8 |
|
|
|
14.5 |
|
Depreciation |
|
|
1.7 |
|
|
|
1.6 |
|
Amortization of intangible assets |
|
|
2.5 |
|
|
|
2.5 |
|
Goodwill impairment |
|
|
12.6 |
|
|
|
93.3 |
|
Restructuring costs |
|
|
2.5 |
|
|
|
1.8 |
|
Loss from operations |
|
|
(21.8 |
) |
|
|
(97.5 |
) |
Interest expense |
|
|
(0.9 |
) |
|
|
(0.7 |
) |
Loss on investments, net |
|
|
— |
|
|
|
(0.1 |
) |
Credit loss expense on note receivable |
|
|
— |
|
|
|
(1.0 |
) |
Other income, net |
|
|
0.8 |
|
|
|
1.1 |
|
Loss before income taxes |
|
|
(21.9 |
) |
|
|
(98.2 |
) |
Income tax expense (benefit) |
|
|
3.6 |
|
|
|
(1.1 |
) |
Net loss |
|
|
(25.5 |
%) |
|
|
(97.1 |
%) |
Three Months Ended March 31, 2026 and 2025
Revenues
|
|
Three Months Ended |
|
|
Absolute |
|
|
Percentage |
|
|||||||
|
|
March 31, |
|
|
Increase |
|
|
Increase |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
(Decrease) |
|
||||
|
|
(dollars in millions) |
|
|
|
|
|
|
|
|||||||
Total revenues |
|
$ |
85.5 |
|
|
$ |
89.9 |
|
|
$ |
(4.4 |
) |
|
|
(5 |
%) |
Research revenues |
|
$ |
66.9 |
|
|
$ |
68.4 |
|
|
$ |
(1.5 |
) |
|
|
(2 |
%) |
Consulting revenues |
|
$ |
18.6 |
|
|
$ |
21.4 |
|
|
$ |
(2.9 |
) |
|
|
(13 |
%) |
Events revenues |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
(— |
%) |
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 2% during the three months ended March 31, 2026 compared to the prior year period, primarily due to the decrease in CV, as discussed above. From a product perspective, the decrease in revenues during the three months ended March 31, 2026 was primarily due to a decline in revenue from subscriptions to our research, partially offset by an increase in reprint revenue.
Consulting revenues decreased 13% during the three months ended March 31, 2026 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. In February 2026, we announced that we would discontinue selling strategy consulting engagements and would fulfill our backlog of strategy consulting engagements during 2026. Our ongoing consulting business will consist of content marketing consulting and advisory. We anticipate that, on a year over year basis, our 2026 consulting revenues will decline in the low 20 percent range due primarily to the cessation of strategy consulting in 2026.
Events revenues were insignificant during the three months ended March 31, 2026 and 2025 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 |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
(Decrease) |
|
||||
Cost of services and fulfillment (dollars in millions) |
|
$ |
38.6 |
|
|
$ |
39.6 |
|
|
$ |
(1.0 |
) |
|
|
(2 |
%) |
Cost of services and fulfillment as a percentage of |
|
|
45 |
% |
|
|
44 |
% |
|
1 point |
|
|
|
|
||
Service and fulfillment employees |
|
|
611 |
|
|
|
672 |
|
|
|
(61 |
) |
|
|
(9 |
%) |
Cost of services and fulfillment expenses decreased 2% during the three months ended March 31, 2026 compared to the prior year period. The decrease was primarily due to a $1.1 million decrease in facilities costs primarily due to a decrease in lease expense.
Selling and Marketing
|
|
Three Months Ended |
|
|
Absolute |
|
|
Percentage |
|
|||||||
|
|
March 31, |
|
|
Increase |
|
|
Increase |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
(Decrease) |
|
||||
Selling and marketing expenses (dollars in millions) |
|
$ |
34.6 |
|
|
$ |
35.7 |
|
|
$ |
(1.1 |
) |
|
|
(3 |
%) |
Selling and marketing expenses as a percentage of |
|
|
41 |
% |
|
|
40 |
% |
|
1 point |
|
|
|
|
||
Selling and marketing employees (at end of period) |
|
|
564 |
|
|
|
608 |
|
|
|
(44 |
) |
|
|
(7 |
%) |
Selling and marketing expenses decreased 3% during the three months ended March 31, 2026 compared to the prior year period. The decrease was primarily due to a $0.9 million decrease in facilities costs primarily due to a decrease in lease expense.
General and Administrative
|
|
Three Months Ended |
|
|
Absolute |
|
|
Percentage |
|
|||||||
|
|
March 31, |
|
|
Increase |
|
|
Increase |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
(Decrease) |
|
||||
General and administrative expenses (dollars in |
|
$ |
14.4 |
|
|
$ |
13.1 |
|
|
$ |
1.3 |
|
|
|
10 |
% |
General and administrative expenses as a percentage |
|
|
17 |
% |
|
|
15 |
% |
|
2 points |
|
|
|
|
||
General and administrative employees (at end of |
|
|
220 |
|
|
|
230 |
|
|
|
(10 |
) |
|
|
(4 |
%) |
General and administrative expenses increased 10% during the three months ended March 31, 2026 compared to the prior year period. The increase was primarily due to a $1.4 million increase in professional services.
Depreciation
The fluctuation for depreciation expense was immaterial during the three months ended March 31, 2026 compared to the prior year period.
Amortization of Intangible Assets
The fluctuation for amortization expense was immaterial during the three months ended March 31, 2026 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 December 31, 2025 through March 31, 2026, it was determined that a triggering event occurred as of March 31, 2026, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill as of March 31, 2026 for our two reporting units (Research and Consulting) that have goodwill. As a result of the quantitative impairment test performed, we determined goodwill was impaired for our Research reporting unit and recorded a goodwill impairment charge of $10.8 million during the period ended March 31, 2026, which is not deductible for tax purposes.
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 changes in the United States’ trade policies, and the larger than expected decline
23
in contract bookings during the first quarter of 2025, it was determined that 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 Research and Consulting reporting units. As a result of the quantitative impairment test, 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.
Restructuring and Related Costs
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, $1.5 million during the first quarter of 2025, $0.4 million during the second quarter of 2025, and $(0.1) million during the third quarter of 2025.
In February 2026, we implemented a reduction in our workforce of approximately 8% across various geographies and functions to better align our cost structure with the revenue outlook for the year. We recorded $8.8 million of severance and related costs for this action during the fourth quarter of 2025 and $1.2 million during the first quarter of 2026. In addition, we incurred approximately $1.1 million for contract termination costs during the fourth quarter of 2025 and $0.6 million during the first quarter of 2026. We also approved plans to close certain of our smaller offices both inside and outside the United States, resulting in a non-cash charge of $0.4 million for accelerated ROU asset amortization in the first quarter of 2026.
Interest Expense
Interest expense consists of interest on our borrowings. The fluctuation in interest expense was immaterial during the three months ended March 31, 2026 compared to the prior year period.
Loss on Investments, Net
Loss on investments, net primarily represents our share of equity method investment gains and losses from our technology-related investment funds. The fluctuation for loss on investments, net was immaterial during the three months ended March 31, 2026 compared to the prior year period.
Credit Loss Expense on Note Receivable
Credit loss expense on note receivable recorded in the quarter ended March 31, 2025 consists of an allowance for credit losses on a note receivable from the divestiture of FeedbackNow during the third quarter of 2024.
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, 2026 compared to the prior year period primarily due to a decrease in interest income.
Income Tax Expense (Benefit)
|
|
Three Months Ended |
|
|
Absolute |
|
|
Percentage |
|
|||||||
|
|
March 31, |
|
|
Increase |
|
|
Increase |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
(Decrease) |
|
||||
Provision for (benefit from) income taxes (dollars in millions) |
|
$ |
3.1 |
|
|
$ |
(1.0 |
) |
|
$ |
4.1 |
|
|
|
401 |
% |
Effective tax rate |
|
|
(17 |
%) |
|
|
1 |
% |
|
(18) points |
|
|
|
|
||
The decrease in the effective tax rate during the 2026 period was primarily due to (1) a significant decrease in the forecasted effective tax rate before discrete items in 2026, resulting in a negative tax rate in 2026, compared to positive rate in 2025, primarily due to a reduction in forecasted pre-tax income exclusive of discrete items in 2026 and (2) a decrease in the pre‑tax loss in 2026 due to the goodwill impairment charge in 2025, which is not deductible for tax purposes. For the full year 2026, we anticipate that our effective tax rate will be in the range of negative 5% to negative 10%.
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.
24
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.
The Consulting segment includes the revenues and the related costs of our project consulting organization. The project consulting organization delivers a majority of our project consulting revenue.
The Events segment includes the revenues and the costs of the organization responsible for developing and hosting our events. As of January 1, 2025, we realigned our events sponsorship sales team and as such the costs of this team were not reported as a direct expense of the Events segment during the first and second quarters of 2025. During the third quarter of 2025, the events sponsorship sales team was aligned back to Events and the costs of this team are now being reported as a direct expense of the Events segment. The three months ended March 31, 2025 have been conformed 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, credit loss expense on note receivable, 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, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research revenues |
|
$ |
66,890 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
66,890 |
|
Consulting revenues |
|
|
4,842 |
|
|
|
13,740 |
|
|
|
— |
|
|
|
18,582 |
|
Events revenues |
|
|
— |
|
|
|
— |
|
|
|
(18 |
) |
|
|
(18 |
) |
Total segment revenues |
|
|
71,732 |
|
|
|
13,740 |
|
|
|
(18 |
) |
|
|
85,454 |
|
Segment expenses |
|
|
(26,610 |
) |
|
|
(9,021 |
) |
|
|
(1,388 |
) |
|
|
(37,019 |
) |
Segment operating income (loss) |
|
|
45,122 |
|
|
|
4,719 |
|
|
|
(1,406 |
) |
|
|
48,435 |
|
Year over year revenue change |
|
|
(2 |
%) |
|
|
(16 |
%) |
|
|
(169 |
%) |
|
|
(5 |
%) |
Year over year expense change |
|
|
2 |
% |
|
|
1 |
% |
|
|
4 |
% |
|
|
2 |
% |
|
|
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 |
) |
|
|
(1,338 |
) |
|
|
(36,373 |
) |
Segment operating income (loss) |
|
|
47,336 |
|
|
|
7,479 |
|
|
|
(1,312 |
) |
|
|
53,503 |
|
Research segment revenues decreased 2% during the three months ended March 31, 2026 compared to the prior year period. For the three months ended March 31, 2026, research product revenues within this segment decreased 2% primarily due to the decrease in CV, partially offset by an increase in reprint revenue. For the three months ended March 31, 2026, consulting product revenues within this segment decreased 4% primarily due to decreased delivery of consulting services by our research analysts.
Research segment expenses increased 2% during the three months ended March 31, 2026 compared to the prior year period. The increase in expenses was primarily due to a $0.6 million increase in compensation and benefit costs.
Consulting segment revenues decreased 16% during the three months ended March 31, 2026 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 and due to the discontinuation of selling strategy consulting engagements.
Consulting segment expenses were consistent during the three months ended March 31, 2026 compared to the prior year period.
Event segment revenues and expenses were insignificant during the three months ended March 31, 2026 and 2025 as no events were held during either period.
25
Liquidity and Capital Resources
We have historically financed our operations primarily through funds generated from operations. Research revenues, which constituted approximately 78% of our revenues during the three months ended March 31, 2026, are generally renewable and are typically payable in advance. We generated cash from operating activities of $25.6 million during the three months ended March 31, 2026, which was consistent with the $26.7 million of cash generated from operating activities during the three months ended March 31, 2025.
During the three months ended March 31, 2026, we used cash in investing activities of $14.1 million primarily from $7.8 million in net purchases of marketable investments and $6.2 million of purchases of property and equipment, which included approximately $5.4 million of leasehold improvements and furniture and fixtures for the renovation of our headquarters. 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.
On April 11, 2025, we entered into a third amendment of our lease, and a new lease, for our 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 by the end of the second quarter of 2026, while also extending the lease term with respect to the fourth, fifth and six floors of the facility through June 30, 2039. As a result of reducing the number of floors that we will occupy, we are renovating floors four to six and currently expect to incur additional cash outflows for capital expenditures of $21.0 million to $22.0 million during the remainder of 2026. Under the terms of the lease agreement, the landlord is providing a tenant improvement allowance of $17.2 million, which is expected to be received in the second and third quarters of 2026. Future cash receipts for the tenant improvement allowance will be classified as operating cash flows in the Consolidated Statement of Cash Flows.
During the three months ended March 31, 2026, we generated cash from financing activities of $0.1 million primarily due to $0.5 million of net proceeds from the issuance of common stock under our stock-based incentive plans, partially offset by $0.2 million in taxes paid related to net share settlements of restricted stock units. 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. As of March 31, 2026, our remaining stock repurchase authorization was approximately $77.5 million.
On March 12, 2026, we executed a third amendment of the credit facility in order to extend its maturity period and to reduce the size of the facility in order to decrease ongoing costs of the facility. The key terms of the amendment include (a) an extension of the maturity date from December 2026 until March 2029, (b) a reduction in the facility from $150.0 million to $50.0 million, (c) a reduction in the amount that the we are permitted, subject to approval by the administrative agent, to increase commitments under the facility from $50.0 million to $15.0 million, and (d) the addition of a minimum liquidity covenant.
The credit facility contains certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio, minimum interest coverage ratio, minimum liquidity amount, 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, 2026 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 13 years. Remaining lease payments within one year, within two to three years, within four to five years, and after five years from March 31, 2026, are $6.1 million, $14.7 million, $13.1 million, and $37.7 million respectively.
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, 2026, we had cash, cash equivalents, and marketable investments of $145.5 million. This balance includes $102.2 million held outside of the U.S. If the cash outside of the U.S. is needed for operations in the U.S., we would be required to accrue and pay U.S. state taxes and may be required to pay withholding taxes to foreign jurisdictions to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate these funds for our U.S. operations. We believe that our current cash balance and cash flows from operations will satisfy working capital, financing activities, and capital expenditure requirements for the next twelve months and to meet our known long-term cash requirements.
As of March 31, 2026, we did not have any significant unrecognized tax benefits for uncertain tax positions.
26
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. There have been no material changes to the critical accounting policies and estimates previously disclosed in that report.
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, 2025. There have been no material changes to the critical accounting policies and estimates previously disclosed in that report.
27
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, 2025.
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, 2026. 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, 2026, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
28
PART II. OTHER INFORMATION
ITEM 1. LEGAL 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. RISK FACTORS
In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K remain applicable to our business. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Through March 31, 2026, 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, 2026, we did not purchase any shares of our common stock under the stock repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2026, no director or officer of the Company
29
ITEM 6. EXHIBITS
3.1 |
|
|
|
|
|
3.2 |
|
|
|
|
|
3.3 |
|
|
|
|
|
3.4 |
|
|
|
|
|
4.1 |
|
|
|
|
|
31.1 |
|
Certification of the Principal Executive Officer. (filed herewith) |
|
|
|
31.2 |
|
Certification of the Principal Financial Officer. (filed herewith) |
|
|
|
32.1 |
|
|
|
|
|
32.2 |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (filed herewith) |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents. (filed herewith) |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document). (filed herewith) |
30
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/ L. CHRISTIAN FINN |
|
|
L. Christian Finn |
|
|
Chief Financial Officer (Principal financial officer) |
Date: May 8, 2026
31