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

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

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

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

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

As of May ~~6, 2020, 18,760,000~~3, 2021, 19,129,000 shares of the registrant’s common stock were outstanding.

	March 31,			December 31,			March 31,			December 31,
	2020			2019			2021			2020
ASSETS
Current Assets:
Cash and cash equivalents	$	69,815		$	67,904		$	125,600		$	90,257
Accounts receivable, net of allowance for expected credit losses of $1,144 and $628 as of March 31, 2020 and December 31, 2019, respectively		59,505			84,605
Accounts receivable, net of allowance for expected credit losses of $731 and $708 as of March 31, 2021 and December 31, 2020, respectively								68,822			84,695
Deferred commissions		18,603			20,326			21,937			23,620
Prepaid expenses and other current assets		24,980			19,201			19,913			18,588
Total current assets		172,903			192,036			236,272			217,160
Property and equipment, net		28,748			29,937			26,513			27,032
Operating lease right-of-use assets		64,220			69,100			73,810			69,296
Goodwill		242,690			243,895			245,691			247,211
Intangible assets, net		92,655			97,363			73,898			77,995
Other assets		7,082			6,829			7,535			5,524
Total assets	$	608,298		$	639,160		$	663,719		$	644,218
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	352		$	505		$	380		$	657
Accrued expenses and other current liabilities		51,450			79,857			54,747			76,620
Current portion of long-term debt		10,156			9,375			12,500			12,500
Deferred revenue		195,399			179,194			216,522			179,968
Total current liabilities		257,357			268,931			284,149			269,745
Long-term debt, net of deferred financing fees		104,202			121,170			92,319			95,299
Non-current operating lease liabilities		63,840			67,062			74,567			70,323
Other non-current liabilities		24,727			23,909			20,447			23,085
Total liabilities		450,126			481,072			471,482			458,452

Stockholders' Equity (Note 12):
Commitments and contingencies (Note 4, 13)
Stockholders' Equity (Note 11):
Preferred stock, $0.01 par value
Authorized - 500 shares; issued and outstanding - none		—			—
Authorized - 500 shares; issued and outstanding - NaN								—			—
Common stock, $0.01 par value
Authorized - 125,000 shares
Issued - 23,389 and 23,275 shares as of March 31, 2020 and December 31, 2019, respectively
Outstanding - 18,758 and 18,644 shares as of March 31, 2020 and December 31, 2019, respectively		234			233
Issued - 23,755 and 23,648 shares as of March 31, 2021 and December 31, 2020, respectively
Outstanding - 19,124 and 19,017 shares as of March 31, 2021 and December 31, 2020, respectively								238			236
Additional paid-in capital		220,308			216,454			234,752			230,128
Retained earnings		117,477			118,147			131,937			127,981
Treasury stock - 4,631 shares as of March 31, 2020 and December 31, 2019, at cost		(171,889	)		(171,889	)
Treasury stock - 4,631 shares as of March 31, 2021 and December 31, 2020								(171,889	)		(171,889	)
Accumulated other comprehensive loss		(7,958	)		(4,857	)		(2,801	)		(690	)
Total stockholders’ equity		158,172			158,088			192,237			185,766
Total liabilities and stockholders’ equity	$	608,298		$	639,160		$	663,719		$	644,218

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

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2020			2019			2021			2020
Revenues:
Research services	$	72,796		$	68,609
Advisory services and events		33,549			32,040
Research							$	74,968		$	74,267
Consulting								38,550			31,988
Events								263			90
Total revenues		106,345			100,649			113,781			106,345
Operating expenses:
Cost of services and fulfillment		43,353			45,110			47,477			43,353
Selling and marketing		40,273			42,033			39,279			40,273
General and administrative		12,005			13,190			13,178			12,005
Depreciation		2,406			2,023			2,290			2,406
Amortization of intangible assets		4,712			6,210			3,903			4,712
Acquisition and integration costs		2,875			2,967
Integration costs								118			2,875
Total operating expenses		105,624			111,533			106,245			105,624
Income (loss) from operations		721			(10,884	)
Income from operations								7,536			721
Interest expense		(1,538	)		(2,352	)		(1,129	)		(1,538	)
Other income (expense), net		310			(270	)		(470	)		310
Gain (loss) on investments, net		13			(36	)
Loss before income taxes		(494	)		(13,542	)
Income tax expense (benefit)		19			(226	)
Net loss	$	(513	)	$	(13,316	)
Basic loss per common share	$	(0.03	)	$	(0.73	)
Diluted loss per common share	$	(0.03	)	$	(0.73	)
Gain on investments, net								—			13
Income (loss) before income taxes								5,937			(494	)
Income tax expense								1,981			19
Net income (loss)							$	3,956		$	(513	)
Basic income (loss) per common share							$	0.21		$	(0.03	)
Diluted income (loss) per common share							$	0.21		$	(0.03	)
Basic weighted average common shares outstanding		18,705			18,363			19,061			18,705
Diluted weighted average common shares outstanding		18,705			18,363			19,288			18,705

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

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2020			2019			2021			2020
Net loss	$	(513	)	$	(13,316	)
Net income (loss)							$	3,956		$	(513	)

Other comprehensive loss, net of taxes:
Other comprehensive loss net of tax:
Foreign currency translation		(1,920	)		(430	)		(2,301	)		(1,920	)
Net change in market value of interest rate swap		(1,181	)		—			190			(1,181	)
Other comprehensive loss		(3,101	)		(430	)		(2,111	)		(3,101	)
Comprehensive loss	$	(3,614	)	$	(13,746	)
Comprehensive income (loss)							$	1,845		$	(3,614	)

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

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2020			2019			2021			2020
Cash flows from operating activities:
Net loss	$	(513	)	$	(13,316	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)							$	3,956		$	(513	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		2,406			2,023			2,290			2,406
Impairment of property and equipment		626			—			—			626
Amortization of intangible assets		4,712			6,210			3,903			4,712
Net (gains) losses from investments		(13	)		36
Net gains from investments								—			(13	)
Deferred income taxes		(251	)		(10,529	)		(2,395	)		(251	)
Stock-based compensation		2,802			2,685			2,492			2,802
Operating lease right-of-use asset amortization and impairments		4,535			3,225
Operating lease right-of-use assets, amortization, and impairments								2,666			4,535
Amortization of deferred financing fees		244			230			232			244
Foreign currency (gains) losses		(229	)		330			521			(229	)
Changes in assets and liabilities, net of acquisitions:
Changes in assets and liabilities:
Accounts receivable		24,556			19,239			15,181			24,556
Deferred commissions		1,723			(1,577	)		1,683			1,723
Prepaid expenses and other current assets		(6,943	)		(1,945	)		(1,255	)		(6,943	)
Accounts payable		(143	)		902			(275	)		(143	)
Accrued expenses and other liabilities		(27,264	)		(7,244	)		(22,235	)		(27,264	)
Deferred revenue		18,574			29,108			36,505			18,574
Operating lease liabilities		(2,999	)		(3,389	)		(2,718	)		(2,999	)
Net cash provided by operating activities		21,823			25,988			40,551			21,823
Cash flows from investing activities:
Acquisitions, net of cash acquired		—			(238,943	)
Purchases of property and equipment		(2,401	)		(2,772	)		(1,468	)		(2,401	)
Net cash used in investing activities		(2,401	)		(241,715	)		(1,468	)		(2,401	)
Cash flows from financing activities:
Proceeds from borrowings, net of costs		—			171,275
Payments on borrowings		(16,344	)		(21,563	)		(3,125	)		(16,344	)
Payment of debt issuance costs		—			(857	)
Deferred acquisition payments		—			(766	)
Proceeds from issuance of common stock under employee equity incentive plans		1,955			3,361			2,614			1,955
Taxes paid related to net share settlements of stock-based compensation awards		(902	)		(89	)		(480	)		(902	)
Net cash provided by (used in) financing activities		(15,291	)		151,361
Net cash used in financing activities								(991	)		(15,291	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(2,683	)		438			(478	)		(2,683	)
Net change in cash, cash equivalents and restricted cash		1,448			(63,928	)		37,614			1,448
Cash, cash equivalents and restricted cash, beginning of period		69,192			140,296			90,652			69,192
Cash, cash equivalents and restricted cash, end of period	$	70,640		$	76,368		$	128,266		$	70,640
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,286		$	1,948		$	902		$	1,286
Cash paid for income taxes	$	1,356		$	849		$	1,719		$	1,356

~~Non-cash financing activities for the three months ended March 31, 2019 include $3.7 million of debt issuance costs deducted directly from the proceeds of borrowings by the lender. Refer to Note 4 –~~ ~~Debt~~ ~~for further information.~~

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

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, ~~2019.~~2020. 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~~income (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, ~~2020~~2021 may not be indicative of the results for the year ending December 31, ~~2020,~~2021, or any other period.

The global spread of the novel coronavirus (COVID-19), which has been declared by the World Health Organization to be a “pandemic”, has spread to many countries and is impacting worldwide economic activity. Many governments have implemented policies intended to stop or slow the further spread of the disease, such as shelter-in-place orders, resulting in the temporary closure of non-essential businesses, and these measures may remain in placeEffective for ~~a significant period of time. Due to COVID-19 materially impacting our business beginning only in the last month of the quarter, the impact on our business in~~ the first quarter of ~~2020~~2021, the Company modified its key metrics, as further described in Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations. As part of these changes, beginning January 1, 2021, the Company is ~~primarily limited~~classifying all components of its subscription research products within the Research revenues financial statement line on the Consolidated Statements of Operations. In prior periods, the separate advisory session performance obligations included in any of the Company’s subscription research products were classified within the Consulting revenues financial statement line. Prior periods have been reclassified to conform to the current presentation which resulted in approximately $1.4 million of revenue being reclassified from Consulting revenues to Research revenues during the three months ended March ~~customer contract bookings and~~31, 2020. This reclassification had 0 impact on the amount of consulting projects delivered. While the duration and severity of this pandemic is uncertain, the Company currently expects that its results of operations in the second quarter of 2020 will have the most significant impact of the effects of COVID-19, and that subsequent periods will also be negatively impacted. The Company typically generates a significant portion of its Eventstotal revenues in the second quarter of the year, including revenues from its two flagship events, the SiriusDecisions Summit and CX North America, both of which will be held as virtual events, resulting in a significant reduction in revenues and profits from these two events. In addition, the Company cancelled two smaller events originally scheduled for the second quarter of the year. The Company also expects a reduction in its subscription Research, Connect and Analytics revenues and a reduction in Consulting revenues during the second quarter due to reduced customer contract booking activity in March, which is expected to continue through at least the second quarter of 2020. The extent to which the COVID-19 pandemic ultimately impacts the Company’s business, financial condition, results of operations, cash flows, and liquidity may differ from the Company’s current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.previously reported.

The Company has implemented several cost-reduction measures that include reductions to travel, new hiring, and employee incentive compensation programs. The Company will continue to proactively respond to the situation and may take further actions that alter the Company’s business operations as may be required by governmental authorities, or that the Company determines are in the best interests of its employees and customers.

~~As of March 31, 2020, the Company is in compliance with its financial covenants under its Credit Agreement (refer to Note 4 –~~ ~~Debt~~). The Company currently forecasts that it will be in compliance with its financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the measures noted above. If the impact of COVID-19 is more severe than currently forecasted this may impact the Company’s ability to comply with its financial covenants which could have a material adverse effect on the Company.

The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to it and the unknown future impacts COVID-19 as of March 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the allowance for expected credit losses, the carrying value of our goodwill and other long-lived assets, valuation allowances for tax assets and revenue recognition. While there was not a material impact to the consolidated financial statements as of and for the quarter ended March 31, 2020 resulting from the Company’s assessments, the Company’s future assessment of its current expectations of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to its consolidated financial statements in future reporting periods.

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 inon the accompanying Consolidated Statements of Cash Flows (in thousands).

	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Cash and cash equivalents	$	69,815	$	75,012	$	125,600	$	69,815
Restricted cash classified in (1):
Prepaid expenses and other current assets		787		208		360		787
Other assets		38		1,148		2,306		38
Cash, cash equivalents and restricted cash shown in statement of cash flows	$	70,640	$	76,368	$	128,266	$	70,640

~~In June 2016,~~The Company adopted the guidance in the Financial Accounting Standards ~~Board~~Board’s (“FASB”) ~~issued~~ Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes on January 1, 2021. The standard provides guidance to simplify the accounting for income taxes in certain areas, changes the accounting for select income tax transactions, and makes other minor improvements. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments -– Credit Losses: Measurement of Credit Losses on Financial Instruments (“Topic 326”). The standard amends the existing financial instrument incurred loss impairment model by requiring entities to use a forward-looking approach based on expected losses and to consider a broader range of reasonable and

supportable information to estimate credit losses on certain types of financial instruments, including trade receivables. On January 1, 2020, the Company adopted the standard using the modified retrospective method in which prior periods are not adjusted and recorded a cumulative effect adjustment of $0.2 million to decrease retained earnings. ~~Expected losses are based, in part, on the Company’s historical loss rate experience as well as management’s expectations of future losses as informed by current economic conditions.~~

~~The allowance for expected credit losses on accounts receivable for the three months ended March 31, 2020 is summarized as follows (in thousands):~~

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

The Company adopted the guidance in ASU No. 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement on January 1, 2020. The new standard modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including changes to fair value transfers and Level 3 fair value measurements. Changes required upon adoption of this standard are included in Note 87 – Fair Value Measurements and did not impact the Company’s financial position or results of operations.

The Company adopted the guidance in ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract on January 1, 2020. The new standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

In ~~December 2019,~~March 2020, the FASB issued ASU No. ~~2019-12,~~ ~~Income Taxes~~2020-04, Reference Rate Reform (Topic 848) – ~~Simplifying~~Facilitation of the ~~Accounting for Income Taxes~~Effects of Reference Rate Reform on Finance Reporting. The new standard provides optional guidance for a limited period of time to ~~simplify~~ease the potential burden in accounting for, ~~income taxes in certain areas, changes~~or recognizing the ~~accounting for select income tax~~effects of, reference rate reform on financial reporting due to the risk of cessation of the London Interbank Offered Rate (“LIBOR”). The updates apply to contracts, hedging relationships, and other transactions that reference LIBOR, or another reference rate expected to be discontinued because of reference rate reform, and ~~makes other minor improvements. The new standard will be effective for~~as a result require a modification. An entity may elect to apply the ~~Company on January 1, 2021.~~amendments immediately or at any point through December 31, 2022. The Company is currently evaluating the potential impact that this standard may have on its financial position and results of ~~operations.~~operations, including the standard’s potential impact on any contractual changes in the future that may result from reference rate reform.

~~Forrester accounts for business combinations in accordance with the acquisition method of accounting as prescribed by Accounts Standards Codification (“ASC”) Topic 805,~~ ~~Business Combinations~~ (“Topic 805”).��The acquisition method of accounting requires the Company to record the assets and liabilities acquired based on their estimated fair values as of the acquisition date, with any excess of the consideration transferred over the estimated fair value of the net assets acquired, including identifiable intangible assets, to be recorded to goodwill. The Company did not have any business combinations during the three months ended March 31, 2020.

On January 3, 2019, Forrester acquired 100% of the issued and outstanding shares of SiriusDecisions, Inc. (“SiriusDecisions”), a privately-held company based in Wilton, Connecticut with approximately 350 employees globally. SiriusDecisions equips business-to-business (B2B) sales, marketing, and product leaders with the actionable research, frameworks, tools, operational benchmarks and expert advice they need to maximize performance and drive alignment. The acquisition creates several opportunities for the Company, including cross-selling services to the Company’s respective client bases, extending SiriusDecisions’ platform, methodologies, data, and best-practices tools into new roles, and accelerating international and industry growth. ~~The acquisition of SiriusDecisions was determined to be an acquisition of a business under the provisions of Topic 805.~~

~~Pursuant to the terms of the merger agreement, the Company paid $246.8 million at closing after certain transaction expense adjustments, which was subject to a working capital adjustment.~~

~~SiriusDecisions’ operating results and the related goodwill are reported within the Company’s Products and Research segments, as realigned on January 1, 2020 and further discussed in Note 14 –~~ ~~Operating Segments. During the year ended December 31, 2019, the Company finalized the purchase price allocation and related accounting for the acquisition.~~

The Company recognized $1.7 million of acquisition costs in the three months ended March 31, 2019 related to the SiriusDecisions acquisition. The costs primarily consisted of investment banker fees and other professional services costs and are included in acquisition and integration costs within the Consolidated Statements of Operations.

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. Testing for impairment is also required on an interim basis if an event or circumstance indicates it is more likely than not an impairment loss has been incurred.

The Company performed its annual impairment testing as of November 30, 2020 utilizing a qualitative assessment to determine if it was more likely than not thatthe fair values of each of its reporting units was less than their respective carrying values and concluded that 0 impairments existed. Subsequent to completing the annual test and through March 31, 2021, there were no events or circumstances that required an interim impairment test. Accordingly, as of March 31, 2021, the Company had 0 accumulated goodwill impairment losses. Approximately $8.2 million of goodwill is allocated to the Company’s Consulting reporting unit, which has a negative carrying value as of March 31, 2021.

The change in the carrying amount of goodwill for the three months ended March 31, ~~2020~~2021 is summarized as follows (in thousands):

The Company assesses goodwill for impairment annually on November 30, or on an interim basis if an event indicates a specific impairment may exist. As a result of the Company’s segment realignment on January 1, 2020 (refer to Note 14 -~~Operating Segments~~ for additional information), the Company performed a qualitative assessment of goodwill for all reporting units immediately prior to and after the reporting unit change, which was based on the quantitative assessment performed as of November 30, 2019 and activity in December 2019. The Company concluded that no impairment existed and goodwill was reassigned based on the relative fair values of the product lines transferred to each reporting unit. Approximately $12 million of goodwill is allocated to the Company’s Product reporting unit, which has a negative carrying value as of March 31, 2020.

~~As of March 31, 2020, the Company had no accumulated goodwill impairment losses.~~

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

	March 31, 2020						March 31, 2021
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Amortizable intangible assets:
Customer relationships	$	109,608	$	42,100	$	67,508	$	78,375	$	19,384	$	58,991
Technology		16,676		7,796		8,880		16,740		10,929		5,811
Backlog		13,000		8,125		4,875
Trademarks		12,453		1,061		11,392		12,463		3,367		9,096
Total	$	151,737	$	59,082	$	92,655	$	107,578	$	33,680	$	73,898

	December 31, 2019						December 31, 2020
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Amortizable intangible assets:
Customer relationships	$	109,825	$	40,169	$	69,656	$	78,450	$	17,277	$	61,173
Technology		16,661		7,051		9,610		16,956		10,197		6,759
Backlog		13,000		6,500		6,500
Trademarks		12,451		854		11,597		12,495		2,432		10,063
Total	$	151,937	$	54,574	$	97,363	$	107,901	$	29,906	$	77,995

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

2020 (remainder)	$	14,133
2021		12,344
2021 (remainder)			$	11,212
2022		11,005		13,179
2023		10,830		11,938
2024		9,721		9,895
2025				8,879
Thereafter		34,622		18,795
Total	$	92,655	$	73,898

~~In connection with the acquisition of SiriusDecisions, on~~On January 3, 2019, ~~(the “Closing Date”)~~ the Company entered into a $200.0 million credit agreement (the “Credit Agreement”). The Credit Agreement provides for: (1) senior secured term loans in an aggregate principal amount of $125.0 million (the “Term Loans”) and (2) a senior secured revolving credit facility in an aggregate principal amount of $75.0 million (the “Revolving Credit Facility”). On the Closing Date, the full $125.0 million of the Term Loans and $50.0 million of the Revolving Credit Facility were used to finance a portion of the acquisition of SiriusDecisions and to pay certain fees, costs and expenses incurred in connection with the acquisition and the Credit Agreement. The Credit Agreement is scheduled to mature on January 3, 2024.

The Credit Agreement permits the Company to borrow incremental term loans and/or increase commitments under the Revolving Credit Facility in an aggregate principal amount up to $50.0 million, subject to approval by the administrative agent and certain customary terms and conditions.

The Term Loans and Revolving Credit Facility can be repaid early, in part or in whole, at any time and from time to time, without premium or penalty, other than customary breakage reimbursement requirements for ~~London Interbank Offering Rate (“LIBOR”~~)LIBOR based loans. The Term Loans must be prepaid with net cash proceeds of (i) certain debt incurred or issued by Forrester and its restricted subsidiaries and (ii) certain asset sales and condemnation or casualty events, subject to certain reinvestment rights.

Amounts borrowed under the Credit Agreement bear interest, at Forrester’s option, at a rate per annum equal to either (i) LIBOR for the applicable interest period plus a margin that is between 1.75% and 2.50% based on Forrester’s consolidated total leverage ratio, or (ii) the alternate base rate plus a margin that is between 0.75% and 1.50% based on Forrester’s consolidated total leverage ratio. In addition, the Company pays a commitment fee that is between 0.25% and 0.35% per annum, based on Forrester’s consolidated total leverage ratio, on the average daily unused portion of the Revolving Credit Facility, payable quarterly, in arrears.

The Term Loans require repayment of the outstanding principal balance in quarterly installments each year, ~~commencing on March 31, 2019~~ with the balance repayable on the maturity date, subject to customary exceptions. ~~The~~As of March 31, 2021, the amount payable in each year ~~as of March 31, 2020~~ is set forth in the table below (in thousands):

2020 (remainder)	$	7,031
2021		12,500
2021 (remainder)				9,375
2022		12,500		12,500
2023		15,625		15,625
2024		68,750		68,750
Total remaining principal payments	$	116,406	$	106,250

The Revolving Credit Facility does not require repayment prior to maturity, subject to customary exceptions. ~~In addition to financing~~The Company has $74.1 million of available borrowing capacity on the ~~acquisition, proceeds~~revolver (not including the expansion feature) as of March 31, 2021. Proceeds from the Revolving Credit Facility can ~~also~~ be used towards working capital and general corporate purposes. Up to $5.0 million of the Revolving Credit Facility is available for the issuance of letters of credit, and any drawings under the letters of credit must be reimbursed within one business day. As of March 31, ~~2020,~~2021, $0.9 million in letters of credit were issued under the Revolving Credit Facility.

Forrester incurred $1.8 million in costs related to the Revolving Credit Facility, which are recorded in other assets on the Consolidated Balance Sheets. These costs are being amortized as interest expense on the Consolidated Statements of Operations on a straight-line basis over the five-year term of the Revolving Credit Facility. Forrester incurred $2.8 million in costs related to the Term Loans, which are recorded as a reduction to the face value of long-term debt on the Consolidated Balance Sheets. These costs are being amortized as interest expense on the Consolidated Statements of Operations utilizing the effective interest rate method.

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

Description:	March 31, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Term loan facility (1)	$	116,406		$	118,750
Revolving credit facility (2)		—			14,000
Principal amount outstanding (3)		116,406			132,750
Principal amount outstanding (1) (2)							$	106,250		$	109,375
Less: Deferred financing fees		(2,048	)		(2,205	)		(1,431	)		(1,576	)
Net carrying amount	$	114,358		$	130,545		$	104,819		$	107,799

The Credit Agreement contains certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio and minimum fixed charge coverage ratio. The maximum leverage ratio is based on total debt outstanding at the measurement date divided by EBITDA (as defined in the Credit Agreement) and the fixed charge coverage ratio is based upon EBITDA as(as defined in the Credit Agreement), less capital expenditures, as a ratio to certain fixed charges, including Term Loan amortization, cash interest expense and cash taxes. 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, pay dividends or other payments in respect to capital stock, change fiscal year, or enter into certain transactions with affiliates and subsidiaries. The Credit Agreement also contains customary events of default, representations, and warranties.

As of March 31, ~~2020,~~2021, the Company is in compliance with its financial covenants under the Credit Agreement. The Company currently forecasts that it will be in compliance with its financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the cost-reduction measures implemented during the first quarter of the year. If the impact of COVID-19 is more severe than currently forecasted this may impact the Company’s ability to comply with its financial covenants, and it is not certain that the Company would be able to renegotiate the terms of the Credit Agreement in order to provide relief related to the financial covenants. If the Company were unable to meet its financial covenants and then were unable to renegotiate the terms of its financial covenants, all debt outstanding under the Credit Agreement could become immediately due and payable. statements.

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

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

	Three Months Ended			Three Months Ended		For the Three Months Ended March 31,
	March 31, 2020			March 31, 2019		2021			2020
Operating lease cost	$	3,991		$	3,569	$	3,819		$	3,991
Short-term lease cost		81			255		88			81
Variable lease cost		1,356			1,234		1,436			1,356
Sublease income		(61	)		—		(61	)		(61	)
Total lease cost	$	5,367		$	5,058	$	5,282		$	5,367

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

	Three Months Ended			Three Months Ended			For the Three Months Ended March 31,
	March 31, 2020			March 31, 2019			2021			2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	2,999		$	3,753		$	2,718		$	2,999
Operating right-of-use assets obtained in exchange for lease obligations	$	1,466		$	12,011
Operating lease ROU assets obtained in exchange for lease obligations							$	7,433		$	1,466
Weighted-average remaining lease term - operating leases (years)		6.3			7.0			6.5			6.3
Weighted-average discount rate - operating leases		5.1	%		5.1	%		4.4	%		5.1	%

Future minimum lease payments under non-cancellable leases as of March 31, ~~2020~~2021 are as follows (in thousands):

2020 (remainder)	$	11,828
2021		14,022
2021 (remainder)				$	11,642
2022		13,505			16,623
2023		12,974			16,582
2024		12,619			16,208
2025					14,233
Thereafter		23,902			27,076
Total lease payments		88,850			102,364
Less imputed interest		(12,945	)		(15,623	)
Present value of lease liabilities	$	75,905		$	86,741

Operating lease right-of-use assets	$	64,220
Operating lease ROU assets			$	73,810

Short-term operating lease liabilities (1)	$	12,065	$	12,174
Non-current operating lease liabilities		63,840		74,567
Total operating lease liabilities	$	75,905	$	86,741

The Company’s leases do not contain residual value guarantees, material restrictions or covenants, and all sublease transactions are not material. The Company incurred $1.4 million of ROU asset impairments during the three months ended March 31, 2020 related to facility leases from the SiriusDecisions, Inc. acquisition ~~and~~that the Company no longer used as a result of the integration of SiriusDecisions. These impairments are recorded in ~~acquisition and~~ integration costs inon the Consolidated Statements of ~~Operations.~~Operations.

During the three months ended March 31, 2020, the Company entered into several operating leases for office space which do not commence until later in 2020. These operating leases, which aggregated $17.2 million of undiscounted lease payments, have lease terms of up to ten years. Additionally, the Company could receive a variable incentive payment from its landlord to terminate one of its office space leases early. The range of possible incentive payments is zero to $3.5 million, would be received in late 2020 or the first half of 2021, and is dependent on the Company’s ability to exit the existing facility by the proposed early termination dates.

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

Accounts receivable includes amounts billed and currently due from customers. Since the only condition for payment of ~~our~~the Company’s invoices is the passage of time, ~~the Company records~~ a receivable is recorded on the date ~~the~~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 no0 contract assets as of March 31, ~~2020~~2021 or ~~2019.~~2020.

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

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

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

~~The Company recognized revenue of $69.9 and $58.1 million during~~During the three months ended March 31, 2021 and 2020, the Company recognized $72.3 and ~~2019,~~$69.9 million of revenue, respectively, related to its deferred revenue ~~balance~~balances at ~~the beginning~~January 1 of each such period. To determine revenue recognized in each ~~such~~ period from deferred revenue at the beginning of ~~the~~each period, the Company first allocates revenue to the individual deferred revenue balance outstanding at the beginning of ~~the~~each period, until the revenue equals that balance.

Approximately ~~$343.6~~$489.0 million of revenue is expected to be recognized during the next ~~12 to~~ 24 months from remaining performance obligations as of March 31, ~~2020.~~2021.

The allowance for expected credit losses on accounts receivable for the three months ended March 31, 2021 is summarized as follows (in thousands):

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.

The Company capitalizes commissions paid to ~~internal~~ sales representatives and related fringe benefits costs that are incremental to obtaining customer contracts. These costs are included in deferred commissions on the Consolidated Balance Sheets. The Company accounts for these costs at a portfolio level as the Company’s contracts are similar in nature and the amortization model used closely matches the amortization expense that would be recognized on a contract-by-contract basis. Costs to obtain a contract are amortized to ~~operations as~~earnings over the initial contract term, which is the same period the related revenue is ~~recognized over the initial contract term.~~recognized. Amortization expense related to deferred commissions ~~was $8.1 million and $7.2 million~~ for the three months ended March 31, 2021 and 2020 was $8.8 million and ~~2019,~~$8.1 million, respectively. The Company evaluates the recoverability of deferred commissions at each balance sheet ~~date.~~date and there were 0 impairments recorded during the three months ended March 31, 2021 and 2020.

~~During 2019, the~~The Company ~~entered into an~~has a derivative contract (an interest rate ~~swap contract~~swap) to mitigate the cash flow risk associated with changes in interest rates on its variable rate debt ~~(see~~(refer to Note 43 – Debt). The Company accounts for its ~~outstanding interest rate swap~~derivative contract in accordance with FASB ASC Topic 815 – Derivatives and Hedging (“Topic 815”), which requires all derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value.

At March 31, ~~2020,~~2021, the Company had a single interest rate swap contract that matures in 2022, with an initial notional amount of $95.0 million. The notional amount at March 31, ~~2020~~2021 was ~~$89.1~~$52.7 million. The Company pays a base fixed rate of 1.65275% and in return receives the greater of (1) 1-month LIBOR, rounded up to the nearest 1/16 of a percent, or (2) 0.00%. The fair value of the swap on March 31, ~~2020~~2021 was a liability of ~~$1.8~~$0.9 million ~~(see~~(refer to Note 87 – Fair Value Measurements for information on determining the fair value). The liability is included in other non-current liabilities inon the Consolidated Balance Sheets.

The swap has been designated and accounted for as a cash flow hedge of the forecasted interest payments on the Company’s debt. As long as the swap continues to be a highly effective hedge of the designated interest rate risk, changes in the fair value of the swap are recorded in accumulated other comprehensive ~~loss,~~income (loss), a component of ~~equity.~~equity in the Consolidated Balance Sheets. Any ineffective portion of a change in the fair value of a hedge is recorded in earnings.

As required under Topic 815, the swap’s effectiveness is assessed on a quarterly basis. Since its inception, and through March 31, ~~2020,~~2021, the interest rate swap was considered highly effective. Accordingly, the ~~$1.3 million net accumulated loss~~entire negative fair value as of March 31, ~~2020 continues to be deferred and recorded,~~2021 of $0.6 million, net of taxes, is recorded in accumulated other comprehensive loss. The Company expects ~~$0.7~~$0.5 million of this loss, net of taxes, to be reclassified into earnings within the next 12 months. Realized gains or losses related to the interest rate swap are included as operating activities in the Consolidated Statements of Cash Flows.

The Company’s derivative counterparty is an investment grade financial institution. The Company does not have any collateral arrangements with ~~its derivative~~this counterparty and the derivative contract does not contain credit risk related contingent features.

The ~~Company did not have any derivatives as~~table below provides information regarding amounts recognized in the Consolidated Statements of ~~or during,~~Operations for the ~~three months ended March 31, 2019.~~derivative contract for the periods indicated (in thousands):

The carrying amounts reflected inon the Consolidated Balance Sheets for cash, accounts receivable, accounts payable, and accrued expenses ~~(excluding the contingent consideration discussed below)~~ approximate fair value due to their short-term maturities. The Company’s financial instruments also include its outstanding variable-rate borrowings (refer to Note 43 – Debt). The Company believes that the carrying amount of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest.

Additionally, the Company measures certain financial assets and liabilities at fair value on a recurring basis including cash equivalents ~~contingent purchase price related to acquisitions,~~ and its ~~interest rate swap.~~derivative contract. The fair values of these financial assets and liabilities have been classified as Level 1, 2, or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements:

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

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

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

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

As of March 31, 2020

Level 1

Level 2

Level 3

Total

Assets:

Money market funds (1)

$
2,811

$
—

$
—

$
2,811

Total Assets:

$
2,811

$
—

$
—

$
2,811

Liabilities

Contingent purchase price (2)

$
—

$
—

$
(2,524
)

$
(2,524
)
Interest rate swap (3)

—

$
(1,787
)

—

(1,787
)
Total Liabilities:

$
—

$
(1,787
)

$
(2,524
)

$
(4,311
)

	As of March 31, 2021
	Level 1		Level 2			Total
Assets:
Money market funds (1)	$	503	$	—		$	503
Total Assets	$	503	$	—		$	503

Liabilities:
Interest rate swap (2)		—	$	(880	)	$	(880	)
Total Liabilities	$	—	$	(880	)	$	(880	)

As of December 31, 2019

Level 1

Level 2

Level 3

Total

Assets:

Money market funds (1)

$
2,354

$
—

$
—

$
2,354

Total Assets:

$
2,354

$
—

$
—

$
2,354

Liabilities

Contingent purchase price (2)

$
—

$
—

$
(2,511
)

$
(2,511
)
Interest rate swap (3)

—

$
(144
)

—

(144
)
Total Liabilities:

$
—

$
(144
)

$
(2,511
)

$
(2,655
)

	As of December 31, 2020
	Level 1		Level 2			Total
Assets:
Money market funds (1)	$	503	$	—		$	503
Total Assets	$	503	$	—		$	503

Liabilities:
Interest rate swap (2)		—	$	(1,144	)	$	(1,144	)
Total Liabilities	$	—	$	(1,144	)	$	(1,144	)

During the three months ended March 31, ~~2020 and 2019,~~2021, the Company did not transfer assets or liabilities between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 ~~or Level 3~~ liabilities.

Level 3 liabilities at March 31, 2020 consist entirely of the contingent purchase price related to the acquisition of FeedbackNow. Changes in the fair value of Level 3 contingent consideration for the three months ended March 31, 2020 were as follows (in thousands):

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 payment awards, and foreign currency gains or losses 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, 2021 was $2.0 million resulting in an effective tax rate of 33.4% for the period. Income tax expense for the three months ended March 31, 2020 was $19 thousand resulting in an effective tax rate of

negative 3.8% for the period. ~~Income~~The increase in income tax ~~benefit for~~expense during the ~~three months ended March 31, 2019~~2021 period was ~~$0.2 million resulting~~primarily due to the increase in ~~an effective tax rate of 1.7% for the period.~~overall U.S. profitability.

The Company anticipates that its effective tax rate for the full year ~~2020~~2021 will be approximately ~~10% to 15%~~32%.

On March 27, 2020, Congress enacted the Coronavirus Aid, Relief and Economic Security ("CARES") Act to provide certain relief as a result of the COVID-19 outbreak. The Company ~~is currently evaluating~~evaluated the ~~potential~~ impact ~~that the provisions in~~of the CARES ~~may have on~~Act and determined it was not material to its financial position ~~and~~or results of operations.

Note 109 — Accumulated Other Comprehensive ~~Loss~~Income (Loss) (“AOCI/L”)

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

Total

Net Unrealized Gain

Cumulative

Accumulated

(Loss) on Interest

Translation

Other Comprehensive

Rate Swap

Adjustment

Loss

Balance at December 31, 2019

$
(104
)

$
(4,753
)

$
(4,857
)
Foreign currency translation

—

(1,920
)

(1,920
)
Unrealized loss on interest rate swap, net of tax of $462

(1,181
)

—

(1,181
)
Balance at March 31, 2020

$
(1,285
)

$
(6,673
)

$
(7,958
)


	Interest Rate			Translation
	Swap			Adjustment			Total AOCI/L
Balance at December 31, 2020	$	(821	)	$	131		$	(690	)
Foreign currency translation (1)		—			(2,301	)		(2,301	)
Unrealized gain before reclassification, net of tax of $(1)		4			—			4
Reclassification of AOCI/L to income, net of tax of $(73) (2)		186			—			186
Balance at March 31, 2021	$	(631	)	$	(2,170	)	$	(2,801	)

Total

Cumulative

Accumulated

Translation

Other Comprehensive

Adjustment

Loss

Balance at December 31, 2018

$
(5,154
)

$
(5,154
)
Foreign currency translation

(430
)

(430
)
Balance at March 31, 2019

$
(5,584
)

$
(5,584
)


	Interest Rate			Translation
	Swap			Adjustment			Total AOCI/L
Balance at December 31, 2019	$	(104	)	$	(4,753	)	$	(4,857	)
Foreign currency translation (1)		—			(1,920	)		(1,920	)
Unrealized loss, net of tax of $462		(1,181	)		—			(1,181	)
Balance at March 31, 2020	$	(1,285	)	$	(6,673	)	$	(7,958	)

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

	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2020		2019		2021		2020
Basic weighted average common shares outstanding		18,705		18,363		19,061		18,705
Weighted average common equivalent shares		—		—		227		—
Diluted weighted average common shares outstanding		18,705		18,363		19,288		18,705
Options and restricted stock units excluded from diluted weighted average share calculation as effect would have been anti-dilutive		980		703		3		980

Three Months Ended March 31, 2020

Common Stock

Treasury Stock

Accumulated

Number
of
Shares

$0.01
Par
Value

Additional
Paid-in
Capital

Retained
Earnings

Number
of
Shares

Cost

Other
Comprehensive
Income (Loss)

Total
Equity

Balance at December 31, 2019

23,275

$
233

$
216,454

$
118,147

4,631

$
(171,889
)

$
(4,857
)

$
158,088

Issuance of common stock under
   stock plans, net

114

1

1,052

—

—

—

—

1,053

Stock-based compensation expense

—

—

2,802

—

—

—

—

2,802

Cumulative effect adjustment due
   to adoption of new accounting
   pronouncement, net of tax of $61

—

—

—

(157
)

—

—

—

(157
)
Net loss

—

—

—

(513
)

—

—

—

(513
)
Net change in interest rate swap, net
   of tax of $462

—

—

—

—

—

—

(1,181
)

(1,181
)
Foreign currency translation

—

—

—

—

—

—

(1,920
)

(1,920
)
Balance at March 31, 2020

23,389

$
234

$
220,308

$
117,477

4,631

$
(171,889
)

$
(7,958
)

$
158,172

Three Months Ended March 31, 2019

Common Stock

Treasury Stock

Accumulated

Number
of
Shares

$0.01
Par
Value

Additional
Paid-in
Capital

Retained
Earnings

Number
of
Shares

Cost

Other
Comprehensive
Income (Loss)

Total
Equity

Balance at December 31, 2018

22,951

$
230

$
200,696

$
127,717

4,631

$
(171,889
)

$
(5,154
)

$
151,600

Issuance of common stock under
stock plans, net

99

1

3,274

—

—

—

—

3,275

Stock-based compensation expense

—

—

2,685

—

—

—

—

2,685

Net loss

—

—

—

(13,316
)

—

—

—

(13,316
)
Foreign currency translation

—

—

—

—

—

—

(430
)

(430
)
Balance at March 31, 2019

23,050

$
231

$
206,655

$
114,401

4,631

$
(171,889
)

$
(5,584
)

$
143,814

	Three Months Ended March 31, 2021
	Common Stock								Treasury Stock					Accumulated
	Number of Shares		$0.01 Par Value		Additional Paid-in Capital		Retained Earnings		Number of Shares		Cost			Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance at December 31, 2020		23,648	$	236	$	230,128	$	127,981		4,631	$	(171,889	)	$	(690	)	$	185,766
Issuance of common stock under stock plans, including tax effects		107		2		2,132		—		—		—			—			2,134
Stock-based compensation expense		—		—		2,492		—		—		—			—			2,492
Net income		—		—		—		3,956		—		—			—			3,956
Net change in interest rate swap, net of tax		—		—		—		—		—		—			190			190
Foreign currency translation		—		—		—		—		—		—			(2,301	)		(2,301	)
Balance at March 31, 2021		23,755	$	238	$	234,752	$	131,937		4,631	$	(171,889	)	$	(2,801	)	$	192,237

	Three Months Ended March 31, 2020
	Common Stock									Treasury Stock					Accumulated
	Number of Shares		$0.01 Par Value		Additional Paid-in Capital		Retained Earnings			Number of Shares		Cost			Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance at December 31, 2019		23,275	$	233	$	216,454	$	118,147			4,631	$	(171,889	)	$	(4,857	)	$	158,088
Issuance of common stock under stock plans, including tax effects		114		1		1,052		—			—		—			—			1,053
Stock-based compensation expense		—		—		2,802		—			—		—			—			2,802
Cumulative effect adjustment due to adoption of new accounting pronouncement, net of tax		—		—		—		(157	)		—		—			—			(157	)
Net loss		—		—		—		(513	)		—		—			—			(513	)
Net change in interest rate swap, net of tax		—		—		—		—			—		—			(1,181	)		(1,181	)
Foreign currency translation		—		—		—		—			—		—			(1,920	)		(1,920	)
Balance at March 31, 2020		23,389	$	234	$	220,308	$	117,477			4,631	$	(171,889	)	$	(7,958	)	$	158,172

Restricted stock unit activity for the three months ended March 31, ~~2020~~2021 is presented below (in thousands, except per share data):

				Weighted-					Weighted-
				Average					Average
	Number of			Grant Date		Number of			Grant Date
	Shares			Fair Value		Shares			Fair Value
Unvested at December 31, 2019		656		$	42.94
Unvested at December 31, 2020							642		$	38.99
Granted		15			37.15		7			46.04
Vested		(71	)		44.34		(38	)		41.24
Forfeited		(48	)		43.71		(13	)		39.44
Unvested at March 31, 2020		552		$	42.53
Unvested at March 31, 2021							598		$	38.93

Stock option activity for the three months ended March 31, ~~2020~~2021 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, 2020		292		$	35.46
Exercised		(30	)		36.04
Outstanding at March 31, 2021		262		$	35.40		3.15	$	1,859
Vested and Exercisable at March 31, 2021		262		$	35.40		3.15	$	1,859

Weighted -

Weighted -

Average

Average

Exercise

Remaining

Aggregate

Number

Price Per

Contractual

Intrinsic

of Shares

Share

Term (in years)

Value

Outstanding at December 31, 2019

436

$
35.62

Granted

—

—

Exercised

(17
)

33.53

Forfeited

(33
)

38.46

Outstanding at March 31, 2020

386

$
35.47

3.54

$
4

Exercisable at March 31, 2020

378

$
35.42

3.56

$
4

Vested and expected to vest at March 31, 2020

386

$
35.47

3.54

$
4

NaN stock options were granted or forfeited during the three months ended March 31, 2021.

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

	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2020		2019		2021		2020
Cost of services and fulfillment	$	1,593	$	1,463	$	1,435	$	1,593
Selling and marketing		362		440		449		362
General and administrative		847		782		608		847
Total	$	2,802	$	2,685	$	2,492	$	2,802

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

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2020			2019			2021			2020
Average risk-free interest rate		0.30	%		2.51	%		0.05	%		0.30	%
Expected dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Expected life	0.5 Years			0.5 Years			0.5 Years			0.5 Years
Expected volatility		26	%		34	%		35	%		26	%
Weighted average fair value	$	8.10		$	12.50		$	11.50		$	8.10

AsIn 2019, the Company suspended its dividends program as a result of the acquisition of SiriusDecisions, ~~on January 3, 2019 (see Note 2 –~~ ~~Acquisitions)~~,Inc. and the related debt incurred to fund the acquisition ~~(see~~(refer to Note 43 – Debt)~~, the Company suspended its dividends program in 2019.~~. The Company did not declare or pay any dividends in the three months ended March 31, ~~2020~~2021 and ~~March 31, 2019,~~2020, respectively.

As of March 31, ~~2020,~~2021, Forrester’s Board of Directors had authorized an aggregate $535.0 million to purchase common stock under its stock repurchase program. The shares repurchased may be used, among other things, in connection with Forrester’s equity incentive and purchase plans. In the three months ended March 31, ~~2020~~2021 and ~~March 31, 2019,~~2020, the Company did ~~not~~0t repurchase any shares of common stock. From the inception of the program through March 31, ~~2020,~~2021, the Company repurchased 16.3 million shares of common stock at an aggregate cost of $474.9 million.

~~At March 31, 2020~~The Company’s operations are grouped into 3 segments: Research, Consulting, and ~~December 31, 2019,~~Events. These segments are based on the ~~carrying value~~management structure of the Company and how management uses financial information to evaluate performance and determine how to allocate resources. The Company’s products and services are delivered through each segment as described below. Additionally, the tables below include the reclassification of revenues for the components of the Company’s ~~non-marketable investments, which were composed of interests~~CV subscription research products, as described further in ~~technology-related private equity funds, was $2.5 million, and is included in other assets in the~~Note 1: Interim Consolidated ~~Balance Sheets.~~Financial Statements.

The Company’s non-marketable investments are accounted for using the equity method as the investments are limited partnerships and the Company has an ownership interest in excess of 5% and, accordingly, the Company records its share of the investee’s operating results each period. Gains (losses) from non-marketable investments were immaterial during the three months ended March 31, 2020 and 2019 and are included in gain (loss) on investments, net in the Consolidated Statements of Operations. ~~During the three months ended March 31, 2020 and 2019, no distributions were received from the funds.~~

~~As of January 1, 2020, the Company realigned its internal management and reporting into Products and~~ Research segments. The realignment eliminated the SiriusDecisions segment as it no longer operated under a separate management structure. The 2019 amounts have been revised to conform to the current presentation.

~~The Products~~ segment includes the revenues from all of the ~~Connect, Analytics,~~Company’s research products as well as consulting revenues from advisory services (such as speeches and ~~Events products 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. In ~~addition, this~~May 2021, the Company announced the launch of a new research portfolio called Forrester Decisions, anticipated to be available in August 2021. This new portfolio of products will help executives, functional leaders, and their teams, across technology, marketing,customer experience, sales, and product management, plan and pursue initiatives for driving growth. The Forrester Decisions product combines the research, frameworks, models, and methodologies of the Company’s Forrester Research and SiriusDecisions Research product offerings, as well as features of the Company’s Connect and Analytics products. In connection with the launch of Forrester Decisions, the Company will no longer provide disaggregation of revenue by its research products in the segment tables below (refer to Note 5 – Revenue and Related Matters for disclosure of disaggregated revenue).

The Consulting segment includes ~~Consulting~~the revenues and the related ~~cost~~costs of the Company’s project consulting organization. The project consulting organization delivers a majority of the Company’s project consulting revenue and certain advisory ~~services primarily related to~~services.

The Events segment includes the ~~Analytics product line. This segment also includes~~revenues and the costs of the ~~product management~~ organization ~~that is responsible for product pricing and packaging and the launch of new products.~~

~~The Research segment includes the revenues of the Research products and the cost of the organizations~~ responsible for developing and ~~delivering the Company’s Research products. In addition, this segment includes Consulting revenues primarily from the delivery of advisory services (such as workshops, speeches~~hosting in-person and ~~advisory days) delivered by the Company’s research analysts.~~virtual events.

~~The Company evaluates reportable segment performance and allocates resources based on segment revenues and expenses.~~ Segment expenses include the direct expenses of each segment organization and ~~excludes~~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, interest and other expense, and ~~losses~~gains on investments. The accounting policies used by the segments are the same as those used in the consolidated financial statements.

The Company provides ~~disaggregated revenue~~information by ~~product~~reportable segment in the ~~segment~~ tables below (in thousands):

Products

Research

Consolidated

Three Months Ended March 31, 2020

Research services revenues

Research

$
—

$
53,606

$
53,606

Connect

13,889

—

13,889

Analytics

5,301

—

5,301

Total research services revenues

19,190

53,606

72,796

Advisory services and events revenues

Consulting

20,638

12,821

33,459

Events

90

—

90

Total advisory services and events revenues

20,728

12,821

33,549

Total segment revenues

39,918

66,427

106,345

Segment expenses

(19,378
)

(18,784
)

(38,162
)
Selling, marketing, administrative and other expenses

(59,875
)
Amortization of intangible assets

(4,712
)
Acquisition and integration costs

(2,875
)
Interest expense, other income and gain on investments

(1,215
)
Loss before income taxes

$
(494
)

	Research Segment			Consulting Segment			Events Segment			Consolidated
Three Months Ended March 31, 2021
Research revenues	$	74,968		$	—		$	—		$	74,968
Consulting revenues		12,731			25,819			—			38,550
Events revenues		—			—			263			263
Total segment revenues		87,699			25,819			263			113,781
Segment expenses		(30,717	)		(12,325	)		(714	)		(43,756	)
Selling, marketing, administrative and other expenses											(58,468	)
Amortization of intangible assets											(3,903	)
Integration costs											(118	)
Interest expense, other expense, and gains on investments											(1,599	)
Loss before income taxes										$	5,937

	Research Segment			Consulting Segment			Events Segment			Consolidated
Three Months Ended March 31, 2020
Research revenues	$	74,267		$	—		$	—		$	74,267
Consulting revenues		12,582			19,406			—			31,988
Events revenues		—			—			90			90
Total segment revenues		86,849			19,406			90			106,345
Segment expenses		(27,464	)		(10,021	)		(677	)		(38,162	)
Selling, marketing, administrative and other expenses											(59,875	)
Amortization of intangible assets											(4,712	)
Integration costs											(2,875	)
Interest expense, other income, and gains on investments											(1,215	)
Loss before income taxes										$	(494	)

Products

Research

Consolidated

Three Months Ended March 31, 2019

Research services revenues

Research

$
—

$
49,780

$
49,780

Connect

13,571

—

13,571

Analytics

5,258

—

5,258

Total research services revenues

18,829

49,780

68,609

Advisory services and events revenues

Consulting

18,885

12,902

31,787

Events

253

—

253

Total advisory services and events revenues

19,138

12,902

32,040

Total segment revenues

37,967

62,682

100,649

Segment expenses

(19,948
)

(20,397
)

(40,345
)
Selling, marketing, administrative and other expenses

(62,011
)
Amortization of intangible assets

(6,210
)
Acquisition and integration costs

(2,967
)
Interest expense, other income and loss on investments

(2,658
)
Loss before income taxes

$
(13,542
)

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, litigation can have a material adverse effect on the Company because of defense and settlement costs, diversion of management resources, and other factors.

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

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 possible acquisitions, ~~payments pursuant to existing acquisition agreements, acquisition and integration costs,~~ future dividends, future share repurchases, future growth rates, results from operations and ~~operating income,~~tax rates, the launch of Forrester Decisions, future compliance with financial covenants under our credit facility, future interest expense, anticipated increases in, and productivity of, our sales force and headcount, ~~and~~ the adequacy of our cash, and cash flows to satisfy our working capital and capital ~~expenditures.~~expenditures, and the anticipated impact of accounting standards. These statements are based on our current plans and expectations and involve risks and ~~uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements.~~uncertainties. Important factors that could cause actual future activities and results to differ include, among others, our ability to retain and enrich subscriptions to, and licenses of, our Research ~~Connect,~~products and ~~Analytics products,~~services, our ability to fulfill existing or generate new ~~advisory and~~ consulting engagements and advisory services, our ability to generate and increase demand for ~~our~~the Events we host, technology spending, our ability to mitigate the adverse impact from the widespread outbreak of COVID-19 which could disrupt or restrict our ability to sell or fulfill, or reduce demand for, our products, services, and events, the risks and challenges inherent in international business activities including any impact of Brexit, our ability to offer new products and services, 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 ability to integrate the operations of acquired companies,~~ the impact of our outstanding debt, competition and industry consolidation, possible variations in our quarterly operating results, concentration of our stock ownership, the possibility of network disruptions and security breaches, ~~competition and industry consolidation,~~ our ability to enforce and protect our intellectual property rights, compliance with privacy laws, ~~possible variations in our quarterly operating results,~~ taxation risks, ~~concentration of our stock ownership~~ and any weakness identified in our system of internal controls. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, ~~2019 and in Item 1A of Part II of this Quarterly Report on Form 10-Q for the year ended March 31,~~ 2020. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

The global spread of the novel coronavirus (COVID-19), which has been declared by the World Health Organization to be a “pandemic”, has spread to many countries and is impacting worldwide economic activity. Many governments have implemented policies intended to stop or slow the further spread of the disease, such as shelter-in-place orders, resultingCOVID-19 pandemic significantly affected us beginning in the temporary closure of non-essential businesses, and these measures may remain in place for a significant period of time. Due to COVID-19 materially impacting our business beginning only in the last month of the quarter, the impact on our business in the first quarter ofMarch 2020 is primarily ~~limited to March customer~~through lower contract bookings and a reduction in revenues from the ~~amount~~conversion of ~~consulting projects delivered.~~our events from in-person events to virtual events. While the duration and severity of ~~this~~the pandemic is uncertain, we ~~currently expect that our results of operations~~did experience a rebound in contract bookings beginning in the ~~second~~fourth quarter of 2020 ~~will have~~and continuing through the ~~most significant impact~~first quarter of ~~the effects of COVID-19, and~~2021. We expect that ~~subsequent periods will also~~trend to continue in 2021. Our events business continues to be negatively ~~impacted. We typically generate a significant portion of our Events revenues~~affected by the pandemic. As we previously announced, all events in the ~~second quarter~~first half of ~~the year, including revenues from our two flagship events, the SiriusDecisions Summit and CX North America, both of which~~2021 will be held as virtual events, ~~resulting in a significant reduction in revenues~~including two of our flagship events, B2B Summit North America and ~~profits from these two events. In addition, we cancelled two smaller~~CX North America. We hope to hold our events ~~originally scheduled for the second quarter of the year. We also expect a reduction in our subscription Research, Connect and Analytics revenues and a reduction in Consulting revenues~~ during the second ~~quarter due to reduced customer contract booking activity in March, which is expected to continue through at least the second quarter~~half of ~~2020.~~ 2021 as hybrid events, consisting of both in-person and virtual experiences.

The extent to which the COVID-19 pandemic ultimately impacts our business, financial condition, results of operations, cash flows, and liquidity may differ from our current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

We have implemented several cost-reduction measures that include reductions to travel, new hiring, and employee incentive compensation programs. We will continue to proactively respond to the situation and may take further actions that alter our business operations as may be required by governmental authorities, or that we determine are in the best interests of our employees and customers.

As previously noted, on January 3, 2019, we acquired 100% of the issued and outstanding shares of SiriusDecisions, Inc., a privately held company based in Wilton, Connecticut with approximately 350 employees globally. SiriusDecisions equips business-to-business (B2B) sales, marketing, and product leaders with the actionable research, frameworks, tools, operational benchmarks and expert advice to maximize performance and drive alignment. Pursuant to the terms of the merger agreement, the Company paid $246.8 million at closing. Net cash paid, which accounts for the cash acquired of $7.9 million and a subsequent working capital adjustment, was $237.7 million. We paid for the acquisition with $175.0 million of debt and cash on hand. See Note 2 - ~~Acquisitions~~ ~~and Note 4 –~~ ~~Debt~~ ~~in the Notes to Consolidated Financial Statements for more information on the acquisition and related debt obligations.~~

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

Our primary operating expenses consist of cost of services and fulfillment, selling and marketing expenses, and general and administrative expenses. Cost of services and fulfillment represents the costs associated with the production and delivery of our products and services, including salaries, bonuses, employee benefits, and stock-based compensation expense for all personnel that produce and deliver our products and services, including all associated editorial, travel, and support services. Selling and marketing expenses include salaries, sales commissions, bonuses, employee benefits, stock-based compensation expense, travel expenses, promotional costs, and other costs incurred in marketing and selling our products and services. General and administrative expenses include the costs of the technology, operations, finance, and human resources groups and our other administrative functions, including

salaries, bonuses, employee benefits, and stock-based compensation expense. Overhead costs such as facilities and annual fees for cloud-based information technology systems are allocated to these categories according to the number of employees in each group.

~~Client retention includes all~~Effective for the first quarter of 2021, we have modified our key metrics to focus on our contract value (“CV”) products (as described below) in comparison to our prior metrics which included measures of our broader product portfolio. For 2021, we have focused on increasing our CV product bookings and have modified our compensation programs and metrics accordingly. 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 ~~relationships except for clients that only purchase web-based products such as individual reports, workshops and Event tickets. Dollar~~ retention and ~~enrichment are calculated at a client account level which results in a broader view~~wallet retention metrics). Our CV products make up essentially all of ~~dollar retention and enrichment as it includes virtually all products in~~our research revenues.

We have included the ~~calculations (except for web-based products mentioned above) and captures all enrichment that occurs within~~historical calculation of the ~~year for an account.~~metrics below, dating back to the first quarter of 2019, on the investor relations section of our website.

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

Client retention — ~~the percentage of client companies (defined as all clients except those that only purchase web-based products such as individual reports, workshops~~ and ~~Event tickets) at the prior year measurement date that have active contracts at the current year measurement date.~~

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

As of

Absolute

Percentage

March 31,

Increase

Increase

2020

2019

(Decrease)

(Decrease)

Deferred revenue

$
195.4

$
191.6

$
3.8

2
%
Agreement value

$
354.9

$
345.3

$
9.6

3
%
Client retention

69
%

72
%

(3
)

(4
%)
Dollar retention

89
%

90
%

(1
)

(1
%)
Enrichment

102
%

106
%

(4
)

(4
%)
Number of clients

2,805

2,850

(45
)

(2
%)

	As of						Absolute			Percentage
	March 31,						Increase			Increase
	2021			2020			(Decrease)			(Decrease)
Contract value	$	307.3		$	308.0		$	(0.7	)		—
Client retention		75	%		74	%		1			1	%
Wallet retention		89	%		90	%		(1	)		(1	%)
Number of clients		2,907			2,835			72			3	%

~~Deferred revenue~~Contract value and our retention metrics were essentially flat at March 31, ~~2020 increased 2% compared to the prior year, with 4% of the increase due to the~~ ~~fair value adjustment of pre-acquisition deferred revenue that reduced deferred revenue in the prior year,~~ ~~and a 2% decrease primarily due to a reduction in contract billings during the three months ended March 31, 2020.~~ Agreement value increased 3% at March 31, 2020 compared to the prior year due primarily to increased bundling of Consulting services with our Research and Connect products in our contracts. Client retention rate decreased 3 percentage points2021 compared to the prior year period. ~~Dollar retention rate decreased 1 percentage point compared to~~These metrics were at their lows during the ~~prior year period. Enrichment rate decreased 4 percentage points compared to the prior year period. Retention~~second and ~~enrichment rates were negatively affected by a decrease in contract bookings experienced in March~~third quarters of 2020 as contract booking declined during 2020 due to the ~~economic effects~~pandemic. We have seen an improvement in these metrics from their lows in the middle of ~~COVID-19 became widespread in Europe~~2020 as contract bookings expanded during the second half of 2020 and ~~North America.~~the first quarter of 2021.

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 policies and estimates, including but not limited to, those related to our revenue recognition, leases, goodwill, intangible and other long-lived assets, and income taxes. Management bases its estimates on historical experience, data available at the time the estimates are made and various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

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

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2020			2019			2021			2020
Revenues:
Research services		68.5	%		68.2	%
Advisory services and events		31.5			31.8
Research revenues								65.9	%		69.8	%
Consulting revenues								33.9			30.1
Events revenues								0.2			0.1
Total revenues		100.0			100.0			100.0			100.0
Operating expenses:
Cost of services and fulfillment		40.8			44.8			41.7			40.8
Selling and marketing		37.9			41.8			34.5			37.9
General and administrative		11.3			13.1			11.6			11.3
Depreciation		2.2			2.0			2.1			2.2
Amortization of intangible assets		4.4			6.2			3.4			4.4
Acquisition and integration costs		2.7			2.9
Income (loss) from operations		0.7			(10.8	)
Integration costs								0.1			2.7
Income from operations								6.6			0.7
Interest expense		(1.4	)		(2.3	)		(1.0	)		(1.4	)
Other income (expense), net		0.2			(0.3	)		(0.4	)		0.2
Gain (loss) on investments, net		—			—
Loss before income taxes		(0.5	)		(13.5	)
Income tax expense (benefit)		—			(0.3	)
Net loss		(0.5	%)		(13.2	%)
Gain on investments, net								—			—
Income (loss) before income taxes								5.2			(0.5	)
Income tax expense								1.7			—
Net income (loss)								3.5	%		(0.5	%)

	Three Months Ended						Absolute			Percentage			Three Months Ended						Absolute		Percentage
	March 31,						Increase			Increase			March 31,						Increase		Increase
	2020			2019			(Decrease)			(Decrease)			2021			2020			(Decrease)		(Decrease)
	(dollars in millions)												(dollars in millions)
Revenues	$	106.3		$	100.6		$	5.7			6	%
Revenues from research services	$	72.8		$	68.6		$	4.2			6	%
Revenues from advisory services and events	$	33.5		$	32.0		$	1.5			5	%
Total revenues													$	113.8		$	106.3		$	7.4		7	%
Research revenues													$	75.0		$	74.3		$	0.7		1	%
Consulting revenues													$	38.6		$	32.0		$	6.6		21	%
Events revenues													$	0.3		$	0.1		$	0.2		192	%
Revenues attributable to customers outside of the U.S.	$	21.4		$	22.4		$	(1.0	)		(4	%)	$	26.8		$	21.4		$	5.5		26	%
Percentage of revenue attributable to customers outside of the U.S.		20	%		21	%		(1	)		(5	%)		24	%		20	%		4		20	%
Number of events		—		2				(2	)		(100	%)		—			—			—		—

Total revenues increased 6%7% during the three months ended March 31, ~~2020~~2021 compared to the prior year ~~period. Approximately 4%~~period, with 1% of the ~~growth was~~increase due to changes in foreign currencies. Revenues from customers outside the ~~fair value adjustment of pre-acquisition deferred revenue that reduced revenues~~U.S. increased 25% during the three months ended March 31, ~~2019.~~ ~~Revenues from customers outside the U.S. decreased 4%~~ ~~during the three months ended March 31, 2020 which was primarily~~2021, due to ~~a decrease~~an increase in revenues in ~~Canada and~~ the United ~~Kingdom.~~Kingdom, Asia Pacific region, Europe and Canada. Approximately 7% of the increase was due to changes in foreign currencies.

Research ~~services~~ revenues are recognized as revenue primarily on a ratable basis over the term of the contracts, which are generally twelve-month periods. Research ~~services~~ revenues increased 6%1% during the three months ended March 31, ~~2020~~2021 compared to the prior year period, which ~~was~~ primarily ~~driven by~~resulted from flat contract value growth ~~in Research and Connect products. Approximately 5% of the growth was due to the fair value adjustment of pre-acquisition deferred revenue that reduced~~during this period.

Consulting revenues increased 21% during the three months ended March 31, ~~2019.~~2021 compared to the prior year period due to continued strong demand for our content marketing offerings and growth in our advisory services.

~~Revenues from advisory services~~Events revenues were insignificant and ~~events increased 5%~~remained essentially consistent during the three months ended March 31, ~~2020~~2021 compared to the prior year period ~~which was due to growth of Consulting revenues. Approximately 1% of the growth was due to the fair value adjustment of pre-acquisition deferred revenue that reduced revenues~~as no events took place during ~~the three months ended March 31, 2019.~~either period.

Refer to the “Segments Results” section below for a discussion of revenues and expenses by segment.

	Three Months Ended						Absolute			Percentage			Three Months Ended						Absolute			Percentage
	March 31,						Increase			Increase			March 31,						Increase			Increase
	2020			2019			(Decrease)			(Decrease)			2021			2020			(Decrease)			(Decrease)
Cost of services and fulfillment (dollars in millions)	$	43.4		$	45.1		$	(1.7	)		(4	%)	$	47.5		$	43.4		$	4.1			10	%
Cost of services and fulfillment as a percentage of total revenues		40.8	%		44.8	%		(4.0	)		(9	%)		41.7	%		40.8	%		0.9			2	%
Service and fulfillment employees (at end of period)		786			754			32			4	%		760			786			(26	)		(3	%)

Cost of services and fulfillment expenses ~~decreased 4%~~increased 10% during the three months ended March 31, ~~2020~~2021 compared to the prior year period. The ~~decrease~~increase was primarily due to (1) a ~~$2.6~~$4.0 million ~~decrease~~increase in compensation and benefit costs ~~resulting principally from a decrease in~~due to reinstating incentive ~~bonuses due to~~bonus programs that were eliminated as part of the cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 pandemic, merit increases, and severance costs, and (2) a $2.3 million increase in professional services costs primarily due to increases in outsourced services related to revenue delivery and survey costs. These increases were partially offset by ~~an increase in headcount and merit increases, and~~ a ~~$0.6~~$1.5 million decrease in travel and entertainment ~~expenses. These decreases were partially offset by~~expenses due to reduced travel as a ~~$1.6 million increase in professional services costs~~.result of the COVID-19 pandemic.

	Three Months Ended						Absolute			Percentage			Three Months Ended						Absolute			Percentage
	March 31,						Increase			Increase			March 31,						Increase			Increase
	2020			2019			(Decrease)			(Decrease)			2021			2020			(Decrease)			(Decrease)
Selling and marketing expenses (dollars in millions)	$	40.3		$	42.0		$	(1.7	)		(4	%)	$	39.3		$	40.3		$	(1.0	)		(2	%)
Selling and marketing expenses as a percentage of total revenues		37.9	%		41.8	%		(3.9	)		(9	%)		34.5	%		37.9	%		(3.4	)		(9	%)
Selling and marketing employees (at end of period)		771			739			32			4	%		746			771			(25	)		(3	%)

Selling and marketing expenses decreased 4%2% during the three months ended March 31, ~~2020~~2021 compared to the prior year period. The decrease was primarily due to (1) a ~~$1.1~~$1.7 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic, and (2) a ~~$0.7~~$0.4 million decrease in bad debt expense. These decreases were partially offset by a $1.5 million increase in compensation and benefit costs ~~resulting principally from a decrease in~~due to reinstating incentive ~~bonuses due to~~bonus programs that were eliminated as part of the cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 pandemic, ~~partially offset by~~ an increase in ~~headcount~~commissions expense, and merit increases.

	Three Months Ended						Absolute			Percentage			Three Months Ended						Absolute		Percentage
	March 31,						Increase			Increase			March 31,						Increase		Increase
	2020			2019			(Decrease)			(Decrease)			2021			2020			(Decrease)		(Decrease)
General and administrative expenses (dollars in millions)	$	12.0		$	13.2		$	(1.2	)		(9	%)	$	13.2		$	12.0		$	1.2		10	%
General and administrative expenses as a percentage of total revenues		11.3	%		13.1	%		(1.8	)		(14	%)		11.6	%		11.3	%		0.3		3	%
General and administrative employees (at end of period)		237			247			(10	)		(4	%)		243			237			6		3	%

General and administrative expenses ~~decreased 9%~~increased 10% during the three months ended March 31, ~~2020~~2021 compared to the prior year period. The ~~decrease~~increase was primarily due to a ~~$1.1~~$1.3 million ~~decrease~~increase in compensation and benefit costs ~~resulting principally from a decrease in~~due to reinstating incentive ~~bonuses due to~~bonus programs that were eliminated as part of the cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 ~~pandemic.~~pandemic and merit increases.

Depreciation expense ~~increased by $0.4 million~~ during the three months ended March 31, ~~2020 compared to~~2021 was consistent with the prior year ~~period due to additional leasehold improvements being put into service.~~period.

Amortization ~~expense decreased by $1.5 million during the three months ended March 31, 2020 compared to the prior year period due to certain technology intangible assets becoming fully amortized.~~

~~Acquisition and integration costs~~ ~~remained consistent~~ ~~during the three months ended March 31, 2020 compared to the prior year period. We expect to incur integration costs in a range of $3.5 million to $4.0 million for the year ending December 31, 2020.~~

~~Interest expense consists of interest on our borrowings used to finance the previous acquisition of SiriusDecisions. Interest~~ expense decreased by $0.8 million during the three months ended March 31, ~~2020~~2021 compared to the prior year ~~period. This decrease was~~period primarily due to a certain intangible asset becoming fully amortized in 2020.

Integration costs consist of direct and incremental costs to integrate acquired companies and in 2020 primarily consisted of certain fair value adjustments, consulting, severance, accounting and tax professional fees, and expenses related to unused lease facilities.

Integration costs decreased by $2.8 million during the three months ended March 31, 2021 compared to the prior year period due to the substantial completion of the integration of SiriusDecisions, Inc. (acquired at the beginning of 2019) during 2020. Integration costs in 2021 relate to unused lease facilities from the SiriusDecisions acquisition.

We expect to incur integration costs in a range of $0.3 million to $0.5 million for the year ending December 31, 2021.

Interest expense consists of interest on our borrowings and realized gains (losses) on the related interest rate swap. Interest expense decreased by $0.4 million during the three months ended March 31, 2021 compared to the prior year period due to lower average outstanding borrowings and a lower effective interest ~~rates.~~rate.

Other income (expense), net primarily consists of gains (losses) on foreign currency and interest income. The ~~increase~~decrease in other income (expense), net of ~~$0.6~~$0.8 million during the three months ended March 31, ~~2020~~ 2021 compared to the prior year period was primarily due to ~~a decrease~~an increase in foreign currency losses.

Gain ~~(loss)~~ on investments, net primarily represents our share of equity method investment gains and losses from our technology-related investment funds. Gain ~~(loss)~~ on investments, net remained ~~essentially~~ consistent during the three months ended March 31, ~~2020~~2021 compared to the prior year period.

	Three Months Ended						Absolute			Percentage			Three Months Ended						Absolute		Percentage
	March 31,						Increase			Increase			March 31,						Increase		Increase
	2020			2019			(Decrease)			(Decrease)			2021			2020			(Decrease)		(Decrease)
Provision (benefit) for income taxes (dollars in millions)	$	—		$	(0.2	)	$	0.2			100	%
Provision for income taxes (dollars in millions)													$	2.0		$	—		$	2.0		100	%
Effective tax rate		(3.8	%)		1.7	%		(5.5	)		(324	%)		33.4	%		(3.8	%)		37.2		968	%

Income tax expense ~~for~~increased by $2.0 million during the three months ended March 31, ~~2020 was $19 thousand resulting in an effective tax rate of negative 3.8% for~~2021 compared to the prior year period primarily due to ~~discrete items for~~ the ~~period, primarily tax expense related to the exercise of stock options and the vesting of restricted stock units.~~increase in overall U.S. profitability. For the full year ~~2020,~~2021, we anticipate that our effective tax rate will be approximately ~~10% to 15%~~32%.

~~As of January 1, 2020, we realigned~~Our operations are grouped into three segments: Research, Consulting, and Events. These segments are based on our ~~internal~~ management structure and ~~reporting into Products~~how management uses financial information to evaluate performance and ~~Research segments. The realignment eliminated the SiriusDecisions~~determine how to allocate resources. Our products and services are delivered through each segment as ~~it no longer operated under a separate management structure. The 2019 amounts have been revised~~described below. Additionally, the tables below include the reclassification of revenues for the components of our CV subscription research products, as described further in Note 1: Interim Consolidated Financial Statements in the Notes to ~~conform to the current presentation.~~Consolidated Financial Statements.

The ~~Products~~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 ~~Connect, Analytics, and Events products and the costs~~cost of the organizations responsible for developing and delivering these products in addition to the cost of the product management organization that is responsible for product pricing and packaging and the launch of new products. In ~~addition, this~~May 2021, we announced the launch of a new research portfolio called Forrester Decisions, anticipated to be available in August 2021. This new portfolio of products will help executives, functional leaders, and their teams, across technology, marketing,customer experience, sales, and product management, plan and pursue their initiatives for driving growth. The Forrester Decisions product combines the research, frameworks, models, and methodologies of our Forrester Research and SiriusDecisions Research product offerings, as well as features of our Connect and Analytics products.

The Consulting segment includes ~~Consulting~~the revenues and the related ~~cost~~costs of our project consulting organization. The project consulting organization delivers a majority of our project consulting revenue and certain advisory ~~services primarily related to~~services.

~~The Research segment includes the revenues of the Research products and the cost of the organizations~~ responsible for developing and ~~delivering our Research products. In addition, this segment includes Consulting revenues primarily from the delivery of advisory services (such as workshops, speeches~~hosting in-person and ~~advisory days) delivered by our research analysts.~~virtual events.

~~We evaluate reportable segment performance and allocate resources based on segment revenues and expenses.~~

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

Products

Research

Consolidated

Three Months Ended March 31, 2020

Research services revenues

Research

$
—

$
53,606

$
53,606

Connect

13,889

—

13,889

Analytics

5,301

—

5,301

Total research services revenues

19,190

53,606

72,796

Advisory services and events revenues

Consulting

20,638

12,821

33,459

Events

90

—

90

Total advisory services and events revenues

20,728

12,821

33,549

Total segment revenues

39,918

66,427

106,345

Segment expenses

(19,378
)

(18,784
)

(38,162
)
Year over year revenue change

5
%

6
%

6
%
Year over year expense change

(3
%)

(8
%)

(5
%)

	Research Segment			Consulting Segment			Events Segment			Consolidated
	(dollars in thousands)
Three Months Ended March 31, 2021
Research revenues	$	74,968		$	—		$	—		$	74,968
Consulting revenues		12,731			25,819			—			38,550
Events revenues		—			—			263			263
Total segment revenues		87,699			25,819			263			113,781
Segment expenses		(30,717	)		(12,325	)		(714	)		(43,756	)
Year over year revenue change		1	%		33	%		192	%		7	%
Year over year expense change		12	%		23	%		5	%		15	%


	Research Segment			Consulting Segment			Events Segment			Consolidated
	(dollars in thousands)
Three Months Ended March 31, 2020
Research revenues	$	74,267		$	—		$	—		$	74,267
Consulting revenues		12,582			19,406			—			31,988
Events revenues		—			—			90			90
Total segment revenues		86,849			19,406			90			106,345
Segment expenses		(27,464	)		(10,021	)		(677	)		(38,162	)

~~Product~~Research segment revenues increased 5%1% during the three months ended March 31, ~~2020~~2021 compared to the prior year period. ~~Connect~~Research revenues ~~increased 2% driven by the executive program product while Analytics revenues~~within this segment increased 1%. which primarily resulted from flat contract value growth during this period. Consulting revenues increased ~~9% driven by strong consultant delivery.~~ ~~Approximately~~ 1% ~~of the Product~~within this segment ~~growth was~~ due to ~~the~~ ~~fair value adjustment~~increased delivery of ~~pre-acquisition deferred revenue that reduced revenues~~advisory services.

Research segment expenses increased 12% during the three months ended March 31, ~~2019.~~

~~Product segment~~2021 compared to the prior year period. The increase in expenses ~~decreased 3%~~ during the three months ended March 31, ~~2020 compared to the prior year period.~~ ~~The decrease in expenses~~2021 was primarily due to (1) a ~~(1) $1.5~~$3.6 million ~~decrease~~increase in compensation and benefit costs primarily due to ~~a decrease in~~reinstating incentive ~~bonuses due to~~bonus programs that were eliminated as part of the cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 pandemic, merit increases, and severance costs and (2) a $0.9 million increase in professional services costs due to an increase in survey costs and new product development. These increases were partially offset by ana $1.1 million decrease in travel and entertainment expenses due to reduced travel as a result of the COVID-19 pandemic.

Consulting segment revenues increased 33% during the three months ended March 31, 2021 compared to the prior year period driven by continued strong demand for our content marketing offerings.

Consulting segment expenses increased 23% during the three months ended March 31, 2021 compared to the prior year period. The increase in ~~headcount and merit increases, (2)~~expenses during the three months ended March 31, 2021 was primarily due to (1) a ~~$1.4~~ $1.5 million increase in professional services primarily due to an increase in ~~survey costs and an increase in~~ outsourced services related to revenue delivery, and ~~(3)~~(2) a ~~$0.4~~$1.1 million ~~decrease in travel and entertainment expenses.~~

Research segment revenues increased 6% for the three months ended March 31, 2020 compared to the prior year period. The Research product line increased 8% driven by our reprint product, which was offset by a 1% decrease in Consulting revenues due to lower delivery of advisory revenues. Approximately 5% of the Research segment growth was due to the fair value adjustment of pre-acquisition deferred revenue that reduced revenues during the three months ended March 31, 2019.

~~Research segment expenses decreased 8% during the three months ended March 31, 2020 compared to the prior year period.~~ ~~The decrease in expenses was primarily due to a $1.5 million decrease~~increase in compensation and benefit costs primarily due to ~~a decrease in~~reinstating incentive ~~bonuses due to~~bonus programs that were eliminated as part of the cost-reduction measures implemented in 2020 as a result of the impact of the COVID-19 pandemic ~~partially offset by an increase in headcount~~.

Event segment revenues and ~~merit increases.~~expenses remained essentially consistent during the three months ended March 31, 2021 compared to the prior year period. No events were held during either period.

We have historically financed our operations primarily through funds generated from operations. Research ~~services~~ revenues, which constituted approximately ~~69%~~66% of our revenues during the three months ended March 31, ~~2020,~~2021, are generally renewable annually and are typically payable in advance. We generated cash from operating activities of ~~$21.8~~$40.6 million and ~~$26.0~~$21.8 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~$4.2~~$18.8 million ~~decrease~~increase in cash provided from operations for the three months ended March 31, ~~2020~~ 2021 compared to the prior year period was primarily ~~attributable~~due to a ~~$5.3~~$10.8 million reduction in cash used for working capital (excluding accounts receivable and deferred revenue) and an $8.6 million increase in cash generated from accounts receivable and deferred revenue due to ~~a reduction~~an increase in contract bookings and strong collections activity.

During the three months ended March 31, 2021, we used cash in investing activities of $1.5 million for ~~the period.~~

purchases of property and equipment, primarily consisting of computer software and equipment. During the three months ended March 31, 2020, we used cash in investing activities of $2.4 million for purchases of property and equipment, primarily consisting of ~~software and leasehold improvements. During the three months ended March 31, 2019,~~ we used cash in investing activities of $241.7 million, consisting primarily of $238.9 million for the acquisition of SiriusDecisions, net of cash acquired, and $2.8 million in purchases of property and equipment, consisting primarily ofcomputer software and leasehold improvements.

We used ~~$15.3~~$1.0 million of cash from financing activities during the three months ended March 31, ~~2020~~2021 primarily due to ~~$16.3~~$3.1 million of repayments of ~~debt that consisted of $14.0~~our term loan, partially offset by $2.1 million of ~~discretionary payments on~~net proceeds from the issuance of common stock under our ~~revolving credit facility and $2.3 million of required repayments of our term loan.~~stock-based incentive plans. We ~~generated $151.4~~used $15.3 million of cash in financing activities during the three months ended March 31, ~~2019~~ 2020 primarily due to $171.3 million of borrowings, which reflects the face value of debt of $175.0 million less $3.7 million that was netted against the proceeds to pay debt issuance costs. This was partially offset by $21.6$16.3 million of repayments of debt ~~during the quarter~~ that ~~consisted of $20.0~~included $14.0 million of discretionary payments on our revolving credit facility and $1.6 million of required repayments of our term loan. During 2020, we anticipate paying approximately $3.5 million of deferred acquisition purchase price (which consists of up to $2.5 million for a contingent consideration agreement (refer to Note 8 – ~~Fair Value Measurements~~ ~~in the Notes to Consolidated Financial Statements) and $1.0 million of an indemnity holdback) for the FeedbackNow acquisition that occurred in 2018.~~facility.

~~In connection with the acquisition of SiriusDecisions, we~~We entered into a $200.0 million credit agreement on January 3, ~~2019 (the “Credit Agreement”).~~2019. The ~~Credit Agreement~~credit agreement provides for: (1) senior secured term loans in an aggregate principal amount of $125.0 million (the “~~Term Loans~~”“Term Loans”) and, (2) a senior secured revolving credit facility in an aggregate principal amount of $75.0 million (the “~~Revolving~~“Revolving Credit ~~Facility”). We utilized the full $125.0 million of the Term Loans~~Facility” and, ~~$50.0 million of the Revolving Credit Facility to finance a portion of the acquisition of SiriusDecisions and to pay certain fees, costs and expenses incurred in connection~~together with the Term Loans, ~~and Revolving Credit Facility.~~the “Facilities”). Additional information is provided in Note 43 – Debt in the Notes to Consolidated Financial ~~Statements~~.

Borrowings under the Credit Agreement can be repaid early, in part or in whole, at any time and from time to time, without premium or penalty, other than customary breakage reimbursement requirements for the London Interbank Offering Rate (“~~LIBOR”) based loans.~~Statements. The ~~Term Loans must be prepaid with net cash proceeds~~Facilities mature on January 3, 2024. As of ~~(i) certain debt incurred or issued by us and our restricted subsidiaries and (ii) certain asset sales and condemnation or casualty events, subject to certain reinvestment rights.~~

Amounts borrowed under the Credit Agreement bear interest, at our option, at a rate per annum equal to either (i) LIBOR for the applicable interest period plus a margin that is between 1.75% and 2.50% based on our consolidated total leverage ratio or (ii) the alternate base rate plus a margin that is between 0.75% and 1.50% based on our consolidated total leverage ratio. In addition,March 31, 2021, we ~~will pay a commitment fee that is between 0.25% and 0.35% per annum, based on our consolidated total leverage ratio,~~had remaining principal payments on the ~~average daily unused portion~~Facilities totaling $106.3 million, contractually due as follows: $9.4 million in 2021, $28.1 million within 2022 and 2023, and $68.8 million in 2024. We were in full compliance with the covenants as of March 31, 2021 and expect to continue to be in compliance through the Revolving Credit Facility, payable quarterly, in arrears. During 2019, we entered into an interest rate swap contract to effectively convert the floating base interest rate to a fixed rate on approximately 80% of the outstanding Term Loan principal balance. Additional information is provided in Note 7 – ~~Derivatives and Hedging~~ ~~in the Notes to the Consolidated Financial Statements.~~next 12 months.

The ~~Credit Agreement contains~~Facilities contain certain customary restrictive loan covenants, including among others, financial covenants that apply a maximum leverage ratio and minimum fixed charge coverage ratio. 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 ~~Forrester,~~the Company, sell assets, pay dividends or other payments in respect to capital stock, change fiscal year, or enter into certain transactions with affiliates and subsidiaries.

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-cancellable operating lease agreements (refer to Note 4 – Leases in the Notes to Consolidated Financial Statements for additional information). The ~~Credit Agreement also contains customary events~~remaining duration of ~~default, representations,~~non-cancellable office space leases ranges from less than 1 year to 11 years. As of March 31, 2021, remaining non-cancelable lease payments are due as follows: $11.6 million in 2021, $33.2 million within 2022 and ~~warranties.~~2023, $30.4 million within 2024 and 2025, and $27.1 million beyond 2025.

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, 2020, we were in compliance with our financial covenants under the Credit Agreement. We currently forecast that we will be in compliance with our financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the cost cutting measures implemented during the first quarter of the year. If the impact of COVID-19 is more severe than currently forecasted this may impact our ability to comply with our financial covenants which could have a material adverse effect on our business.

~~As of March 31, 2020,~~2021, we had cash and cash equivalents of ~~$69.8~~$125.6 million. This balance includes ~~$51.8~~$60.2 million held outside of the U.S. If the cash outside of the U.S. ~~are~~is needed for operations in the U.S., we would be required to accrue and pay U.S. state taxes and may be required to pay withholding taxes to foreign jurisdictions to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate these funds for our U.S. operations. We 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.

There has been a material change to the operating lease payments and purchase commitment lines of the contractual obligations table as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019. As of March 31, 2020, we have the following updated contractual obligations (in thousands):

~~Other than as noted above, the Contractual Obligations section in our Annual Report on Form 10-K for the year ended December 31, 2019 remains current in all material respects.~~

~~See~~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.

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

There have been no material changes in our assessment of our sensitivity to market risk since our presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

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, ~~2020.~~2021. 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.

Except as noted below, 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, ~~2020,~~2021, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In response to COVID-19, we have undertaken measures to protect our employees, partners, and clients, including encouraging employees to work remotely. These changes have compelled us to modify some of our control procedures. However, these changes have so far not been material.

~~We are not currently~~From time to time, we may be subject to legal proceedings and civil and regulatory claims that arise in the ordinary course of our business activities. Regardless of the outcome, litigation can have a ~~party to any~~ material ~~legal proceedings.~~adverse effect on us because of defense and settlement costs, diversion of management resources, and other 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, ~~2019,~~2020, 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. ~~In addition, we are updating the risk factor included in our Annual Report on Form 10-K titled “We Face Risks Related to Health Epidemics That Could Adversely Impact Our Business”~~ ~~as follows.~~

~~We Face Risks Related to Health Epidemics That Could Adversely Impact Our Business~~. Our business has been and could continue to be adversely affected by the effects of a widespread outbreak of contagious disease, including the outbreak of respiratory illness caused by a novel coronavirus first identified in Wuhan, Hubei Province, China, or COVID-19. Any outbreak of contagious diseases, and other adverse public health developments, could have a material and adverse effect on our business operations. This could include disruptions or restrictions on the ability of our employees or our customers to travel and a slowdown in the global economy, which could adversely affect our ability to sell or fulfill, and a reduction in demand for, our products, services or events. Any disruption or delay of our customers or third-party service providers would likely impact our operating results. Due to COVID-19 materially impacting our business beginning only in the last month of the quarter, the impact on our business in the first quarter of 2020 is primarily limited to March customer contract bookings and the amount of consulting projects delivered. While the duration and severity of this pandemic is uncertain, we currently expect that its results of operations in the second quarter of 2020 will have the most significant impact of the effects of COVID-19, and that subsequent periods will also be negatively impacted. We typically generate a significant portion of our Events revenues in the second quarter of the year, including revenues from our two flagship events, the SiriusDecisions Summit and CX North America, both of which will be held as virtual events, resulting in significant reduction in revenues and profits from these two events. In addition, we cancelled two small events originally scheduled for the second quarter of the year. We also expect a reduction in our subscription Research, Connect and Analytics revenues and a reduction in Consulting revenues during the second quarter due to reduced customer contract booking activity in March, which is expected to continue through at least the second quarter of 2020. The extent to which the COVID-19 pandemic ultimately impacts our business, financial condition, results of operations, cash flows, and liquidity may differ from our current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

~~As of March 31, 2020, we were in compliance with our financial covenants under our Credit Agreement (see Note 4 –~~ ~~Debt~~ in the Notes to Consolidated Financial Statements). We currently forecast that we will be in compliance with our financial covenants for at least one year from the issuance of these interim financial statements, after taking into consideration the measures noted above. If the impact of COVID-19 is more severe than currently forecasted this may impact our ability to comply with our financial covenants which could have a material adverse effect us.

The risks described in our Annual Report on Form 10-K ~~and the updated risks within this Form 10-Q~~ 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.

Through March 31, ~~2020,~~2021, our Board of Directors authorized an aggregate $535.0 million to purchase common stock under our stock repurchase program. During the quarter ended March 31, ~~2020,~~2021, we did not purchase any shares of our common stock under the stock repurchase program. ~~As previously disclosed, subsequent to our acquisition of SiriusDecisions we anticipate continuing to substantially reduce or eliminate repurchases of our common stock during 2020.~~

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.

D~~elaware~~Delaware		04-2797789
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
60 Acorn Park Drive ~~CAMBRIDGE,~~ Cambridge, Massachusetts		02140 (Zip Code)
(Address of principal executive offices)

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

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020	3
	Consolidated Statements of Operations for the ~~Three Months Ended~~three months ended March 31, ~~2020~~2021 and ~~2019~~2020	4
	Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) for the ~~Three Months Ended~~three months ended March 31, ~~2020~~2021 and ~~2019~~2020	5
	Consolidated Statements of Cash Flows for the ~~Three Months Ended~~three months ended March 31, ~~2020~~2021 and ~~2019~~2020	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2926
Item 4.	Controls and Procedures	2926

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	3027
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3027
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	3128

SIGNATURES		29


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


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

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

	Total Allowance
Balance at December 31, 2019	$	628
Cumulative effect adjustment of adopting Topic 326		218
Provision for expected credit losses		433
Net write-offs		(122	)
Translation adjustments		(13	)
Balance at March 31, 2020	$	1,144

	For the Three Months Ended March 31,
Revenues: (1)	2021		2020
North America	$	90,896	$	88,410
Europe		15,081		11,787
Asia Pacific		6,393		5,051
Other		1,411		1,097
Total	$	113,781	$	106,345

	For the Three Months Ended
	March 31,
Amount recorded in:	2021			2020
Interest expense (1)	$	(259	)	$	13
Total	$	(259	)	$	13

	As of March 31, 2020
	Level 1		Level 2			Level 3			Total
Assets:
Money market funds (1)	$	2,811	$	—		$	—		$	2,811
Total Assets:	$	2,811	$	—		$	—		$	2,811

Liabilities
Contingent purchase price (2)	$	—	$	—		$	(2,524	)	$	(2,524	)
Interest rate swap (3)		—	$	(1,787	)		—			(1,787	)
Total Liabilities:	$	—	$	(1,787	)	$	(2,524	)	$	(4,311	)

	As of December 31, 2019
	Level 1		Level 2			Level 3			Total
Assets:
Money market funds (1)	$	2,354	$	—		$	—		$	2,354
Total Assets:	$	2,354	$	—		$	—		$	2,354

Liabilities
Contingent purchase price (2)	$	—	$	—		$	(2,511	)	$	(2,511	)
Interest rate swap (3)		—	$	(144	)		—			(144	)
Total Liabilities:	$	—	$	(144	)	$	(2,511	)	$	(2,655	)

	Contingent
	Consideration
Balance at December 31, 2019	$	(2,511	)
Fair value adjustment of contingent purchase price (1)		(11	)
Payment of contingent purchase price		—
Foreign exchange effect		(2	)
Balance at March 31, 2020	$	(2,524	)

							Total
	Net Unrealized Gain			Cumulative			Accumulated
	(Loss) on Interest			Translation			Other Comprehensive
	Rate Swap			Adjustment			Loss
Balance at December 31, 2019	$	(104	)	$	(4,753	)	$	(4,857	)
Foreign currency translation		—			(1,920	)		(1,920	)
Unrealized loss on interest rate swap, net of tax of $462		(1,181	)		—			(1,181	)
Balance at March 31, 2020	$	(1,285	)	$	(6,673	)	$	(7,958	)

	Three Months Ended March 31, 2019
	Common Stock									Treasury Stock					Accumulated
	Number of Shares		$0.01 Par Value		Additional Paid-in Capital		Retained Earnings			Number of Shares		Cost			Other Comprehensive Income (Loss)			Total Equity
Balance at December 31, 2018		22,951	$	230	$	200,696	$	127,717			4,631	$	(171,889	)	$	(5,154	)	$	151,600
Issuance of common stock under stock plans, net		99		1		3,274		—			—		—			—			3,275
Stock-based compensation expense		—		—		2,685		—			—		—			—			2,685
Net loss		—		—		—		(13,316	)		—		—			—			(13,316	)
Foreign currency translation		—		—		—		—			—		—			(430	)		(430	)
Balance at March 31, 2019		23,050	$	231	$	206,655	$	114,401			4,631	$	(171,889	)	$	(5,584	)	$	143,814

	Products			Research			Consolidated
Three Months Ended March 31, 2020
Research services revenues
Research	$	—		$	53,606		$	53,606
Connect		13,889			—			13,889
Analytics		5,301			—			5,301
Total research services revenues		19,190			53,606			72,796

Advisory services and events revenues
Consulting		20,638			12,821			33,459
Events		90			—			90
Total advisory services and events revenues		20,728			12,821			33,549
Total segment revenues		39,918			66,427			106,345
Segment expenses		(19,378	)		(18,784	)		(38,162	)
Selling, marketing, administrative and other expenses								(59,875	)
Amortization of intangible assets								(4,712	)
Acquisition and integration costs								(2,875	)
Interest expense, other income and gain on investments								(1,215	)
Loss before income taxes							$	(494	)

Contractual Obligations	Total		2020		2021		2022		2023		2024		Thereafter
Operating lease payments (1)	$	106,026	$	12,046	$	15,777	$	15,387	$	14,872	$	14,534	$	33,410
Purchase commitments (2)		8,372		6,632		870		870		—		—		—
	$	114,398	$	18,678	$	16,647	$	16,257	$	14,872	$	14,534	$	33,410

3.1		Restated Certificate of Incorporation of Forrester Research, Inc. (see Exhibit 3.1 to Registration Statement on Form S-1A filed on November 5, 1996)

3.2		Certificate of Amendment of the Certificate of Incorporation of Forrester Research, Inc. (see Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 1999)

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

3.4		Amended and Restated By-Laws of Forrester Research, Inc.

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

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

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

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

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

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

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

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

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

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

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

FORRESTER RESEARCH, INC.

By:		/s/ ~~Michael A. Doyle~~SCOTT R. CHOUINARD
		~~Michael A. Doyle~~Scott R. Chouinard
		Interim Chief Financial Officer (Principal financial and accounting officer)